Interim Results

14 March 2017

Kalibrate Technologies plc

("Kalibrate", the "Company" or the "Group")

UNAUDITED INTERIM RESULTS

FOR THE SIX MONTHS ENDED 31 DECEMBER 2016

Kalibrate Technologies plc (AIM: KLBT), the provider of strategy and technology services to the global fuel and convenience retail industry, announces unaudited interim results for the six months ended 31 December 2016.

Financial highlights:

· Revenue declined by 11.7% to $14.1 million (H1 2016: $15.9 million), attributable in part to a negative currency effect of approximately $0.7million, the delayed closing of certain deals and the increased amount of SaaS rather than perpetual licence deals signed during the period

o Annualised recurring revenues were $22.6 million (or $23.5 million using same exchange rate as used for FY 2016) as at 31 December 2016 (FY 2016: $23m)

· Operating (loss)/profit before shared-based payments and restructuring costs of ($0.5) million (H1 FY 2016: $0.6 million)

· Underlying EBITDA of $0.4 million (H1 2016: $1.4 million) reflecting the lower revenue but including a $0.3 million positive currency translation effect

· (Loss)/profit before tax ($0.7) million (H1 2016: $0.1 million)

· Cash balance of $3.3 million which increased from $2.4 million as at 30 June 2016

Operational highlights:

· First major Planning client secured in Australia

· 100% client retention during the first half of FY 2017

· Secured the Group's first Merchandise Pricing/Promotion client with a second potential client currently in beta testing

· Continued the development of the B2B/Wholesale fuel Pricing solution for the largest refiner in North America

· Added 3 more clients to our hosted/managed services offering bringing the total to 44

· 34 clients now utilising both Pricing and Planning solutions, up from 18 at the time of the AIM floatation

Post period end highlights:

· First deal signed in Greece (SaaS Pricing)

· Cost reduction program implemented (Expected to reduce annual net operating costs by approx. $3.5 million)

Commenting on the results, Bob Stein, CEO of Kalibrate, said:

"It has been a challenging first half - one in which we have seen our progress in deregulating fuel markets face delays, but also one in which we have been reminded of the strength, resilience and relevance of our core offering. The balance to our business gives us strength and the continued loyalty of our clients gives us confidence in our strategy and our position.

"We continue to push ahead with our strategy as accelerated growth is dependent on both creating new business in deregulating regions whilst at the same time introducing our new Merchandising Pricing/Promotion and B2B/Wholesale Pricing solutions to both existing and new clients. As such, our investments in these market opportunities remain an important focus. Importantly, we have a number of business opportunities in deregulating markets, albeit that sales cycles in those markets tend to be more prolonged.

"As we enter the second half of the year, we remain optimistic about the long-term growth plan of the Group whilst being encouraged by our pipeline of short and medium-term opportunities."

For further information please contact:

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About Kalibrate

For over 20 years, Kalibrate (LSE: KLBT) has advised fuel and convenience retailers throughout the world on how to be best-in-class operators in the fast changing marketplace. Kalibrate's global footprint and local presence are the result of a merger between two market leaders: KSS Fuels, the forerunner in fuel pricing automation, and MPSI, recognized leaders of retail network planning. Clients gain fuller visibility, truer insight and more effective control over what matters most-total site profitability. Headquartered in Manchester, United Kingdom and Florham Park, New Jersey, Kalibrate has centres of excellence in Mumbai, India; Cleveland, Ohio; Tulsa, Oklahoma; and Melbourne, Australia as well as offices in 10 other countries. For more information, visit kalibrate.com.

Chief Executive's statement

Introduction and overview

I am pleased to report our results for the six months ended 31 December 2016. Our growth strategy is focused on the pursuit of three main priorities: (1) further global expansion with our well-established Retail Fuel Solutions of Pricing and Planning in both our core and new geographic markets, the latter of which are currently deregulating; (2) the development of SaaS-based enhancements to our existing platform; and (3) the addition of new products and services for sale to our top tier global client base, both organically and through merger/acquisition. These are the themes that we set forth in our admission document and which continue to guide our business.

Whilst the financial performance in this first half was lower than planned, we are encouraged that we have continued to make progress with our long-term growth plans. It is particularly pleasing to report that our priority of providing first class, in-depth client support has allowed us to enjoy 100% client retention during the half year. This is against an already impressive retention rate of 97% over the past seven years.

First half revenue was down 11.7% to $14.1 million versus $15.9 million in H1 2016. The revenue was behind last year attributable mostly to delays in closing certain deals, particularly those situated within our Growth/Rest of World ("ROW") markets (i.e. India, Latin America and SE Asia) but also to movements in foreign exchange rates in currencies to which the Group is exposed, principally the Pound and US dollar. Historically, we have been able to predict the estimated closing timeframe of deals in our pipeline to ensure closing prior to each half year end. However, as an increasing percentage of the Group's new business pipeline migrates toward deregulating fuel markets in our Growth/ROW markets, we have found the closing process timelines to be elongated as a result of the more complex decision and procurement processes specific to these market regions. These delayed deals nevertheless remain active and we look forward to making further announcements on their progress at the appropriate time. As such, we have a pipeline of business to buoy our second half year performance.

The way in which we look at and run our business is aligned to the dynamics we see in the markets we serve and the markets we seek to serve. The Retail Fuel Solutions backbone to our business remains both our strength and our opportunity. We seek to complement the strength we have achieved in our deregulated core geographies, such as the US and Europe, with new routes to revenue growth. For example, our Merchandising Pricing/Promotion and B2B/Wholesale Pricing solutions offer new and complementary ways to drive revenue from existing clients who already trust in and benefit from our approach. At the same time, we continue to believe in the medium-term potential for growth in geographies that are just beginning to deregulate their fuel markets. We continue to direct our clients toward our SaaS Pricing offering, which whilst leading to lower recognised revenues in the short-term, does give the Group the benefit of a strong level of recurring revenues. These are our three main routes to growth and we have aligned our investment and operational resources to appropriately support them.

Products & Markets

Retail Fuel Solutions

Pricing, Retail Fuel

The Group's retail fuel Pricing platform continues to be recognized as the industry standard in not only its core markets but also around the globe. In those core markets, the Group has many of the top tier fuel retailers as clients and their brand recognition has helped to drive sales of our products and services both within the core and new geographies, the latter of which are deregulating their fuel markets.

Revenues for our Pricing business declined by 7.4% to $8.6 million (H1 2016: $9.4m), contributing 62% of Group revenue in the period. This decline was related to: 1) the timing of closing several perpetual licence deals that were expected to complete in this half of the year but, as mentioned above, have been delayed, 2) negative effects of currency movements and 3) deals in ROW delayed due to prolonged closing timing specific to these markets.

In order to increase the level of recurring revenue and to make client upgrades to new software versions more seamless, we have been focusing on migrating our clients to our hosted/managed services platform. As at 31 December 2016, we have secured new hosted/managed services clients and our total managed service client base stands at 44 out of approximately 90 Pricing clients.

Planning & Strategy

Our Planning solutions provide clients with in-depth market and demand analysis, capital investment scenario analysis, forecast changes in demand and rapid assessment of the competition, as well as forecasting sales volumes of fuel, convenience stores, fast food restaurants and car washes often located on petrol retail sites. While the recent increase in revenue for the Group's Planning products has been largely driven by the consolidation of fuel and convenience retailers in the Group's core markets, the Planning business will most likely lead our entrance into many of the newly deregulated countries. The Group has a history of having long-term relationships with major oil companies and retail companies which provide both recurring revenue from multi-year and annual renewable software projects.

This half year, we achieved Planning revenue of $5.5 million (H1 2016 $6.5 million). The decrease in revenue was primarily related to the European market where we had undertaken several large market studies for clients in H1 2016, alongside negative effects of currency movements and deals in ROW delayed due to prolonged closing timing specific to these market. European market studies will be updated in H2 2017 which will generate additional revenues for the Group at that point. In addition, the negative effect of currency movements also affected Planning revenue.

A saleable by-product of the Planning business is the vast amount of traffic counts, demographic, retail volume statistical data that is collected as the Group complete market study models for its clients. This data is then packaged into separate analytic offerings that clients purchase on a recurring basis. The data resale category is a relatively small but growing segment within the Planning business.

Our Strategy Group division provides consultative expertise in Pricing, Planning and market intelligence that leverages our extensive data set with industry leading consultants. This division is at the forefront of market and industry trends, developing thought leadership that raises our profile in the industry as a whole.

Through the combination of its expertise in market analytics, the Group's Planning & Strategy solutions remain a critically important decision making tool for site planning.

New Products & Services

We continue to create add-on analytics modules to our Pricing and Planning solutions at the same time as launching new products and services. Our recently launched Merchandise Pricing/Promotion, an Analytics-as-a-Service (AaaS) platform, and the B2B/Wholesale Pricing solution are good examples of this innovation. As we continue to grow our market share within the top motor fuel and convenience store retailers it is becoming of paramount importance to enhance our products to capitalize upon and even create cross-selling opportunities.

Merchandise Pricing/Promotion as AaaS platform

On 14 September 2015, the Group announced its new Merchandise Pricing/Promotion as an AaaS offering and has commenced beta testing with several clients. After beta testing we signed our first Merchandise Pricing/Promotion client in this half year. This platform is in beta testing with another one of our tier 1 clients in North America (which utilizes both our Pricing and Planning solutions) and we remain optimistic that this will also turn into recurring revenue. We have experienced significant interest in this solution, both from existing clients that use the Group's Pricing and Planning solutions, as well as from new convenience-store only operators. We intend to invest in this offering to ensure that we are able to capitalise on this interest and anticipated demand.

Global B2B/Wholesale Pricing solution

The Group is continuing to invest in its B2B/Wholesale Pricing solution for the oil and gas industry. All integrated oil companies and most fuel retailers around the globe maintain a B2B wholesale division. Most of these companies utilize legacy in-house systems which provide varying levels of data analytics for the pricing of wholesale contracts. The Group's new B2B/Wholesale Pricing platform will fill an unmet need within the industry and provide a level of sophistication most legacy systems do not adequately meet. The Group has witnessed clear global interest from existing clients and potentially new customers for this solution. One of the largest refiner/marketers in North America purchased a licence for the Group's basic legacy wholesale solution with new features and scope being added to enhance the solution and to accommodate the more sophisticated needs of global oil companies.

Geographic Markets

Core deregulated markets - 75% of Group revenue

A vast majority of our approximately $22.6 million of annualised recurring revenue is derived within our core markets in the form of SaaS/Managed Services contracts, ongoing maintenance services and multi-year or renewable market Planning projects and software. We are pleased at the level of recurring revenue that we have amassed, as it provides a foundation upon which to operate and to invest. To achieve our growth each period we have been able to add new business within these core markets to augment our recurring revenue base. Since the Group has operated within these core markets for over 20 years, it has become the clear market leader with most of the top tier retailers as clients. This market share strength has the benefit of allowing us to have a top tier client base through which we are cross selling more products. There remains significant growth via cross selling opportunities in these core markets as only 34 of our clients have used both our Pricing and Planning offerings and via the addition of Merchandise Pricing/Promotion and B2B /Wholesale solutions.

North America - 54% of Group revenue

In North America, despite having 8 of the top 10 retailers as our clients, we have still been able to achieve revenue growth. In this half year, we increased revenue in North America by 2.8% to $7.6 million (H1 2016 $7.4 million). This revenue increase related to the Group's ability to leverage its reputation gained from having a tier 1 client base by signing more of the 2nd tier sized Pricing clients. The North American market remains very fragmented; and there continues to be opportunity for us to sell into the 2nd and lower tier sized retailers while, continuing to cross sell products to our existing client base.

Europe - 21% of Group revenue

European Pricing and Planning revenue was 42.0% down year-on-year in the first half at $3.0 million (H1 2016 $5.2 million). This drop in revenue can be attributed to several factors. Firstly, this year fewer perpetual licences were sold to Pricing clients, although those deals remain in our pipeline as we move through the second half. Secondly, the Group implemented two large Planning mandates in the first half of 2016 and those mandates will evolve to provide further market study revenue in H2 2017. Thirdly, many of the European clients are denominated in the British pound which had a $0.256 drop in average currency exchange rate, negatively impacting revenue by approximately $0.7 million. Similar to the North American market, despite our leading market share, we still have many new opportunities that we can sell to and we have existing large clients that can provide further cross sell opportunities.

ROW markets - 25% of Group revenue

· Japan & South Africa (deregulated) - 12% of Group revenue

The Group has operated in both the Japanese and South African markets for over 20 years selling almost exclusively Planning solutions. We have been able to sell and renew business with the major oil companies in each of these respective markets. Since both of these markets have been mostly Planning markets, we believe that the Pricing software and our new Merchandise Pricing/Promotion and B2B/Wholesale platforms provide cross sell opportunities with our loyal client base. In this half year, these markets represented a combined $1.6 million in revenue (H1 2016 $1.8 million), with the South African market down by approximately $0.2 million because of the timing of a market study renewal. This market study is anticipated to occur in H2 2017. The Japanese market was flat against the prior period.

· Growth/ROW (deregulation in process) - 13% of Group revenue

While we believe that continued growth potential remains in our core markets, it is becoming increasingly important that the Group achieves more rapid sales growth in ROW markets, including some of which are currently deregulating, such as India, China, Africa, Latin America, and SE Asia/Australia. As such, the Group has been increasing its investment in these new and existing territories, specifically in India, Southeast Asia, Latin America, China and Africa. The globalization of our products and services continues to be the highest priority for the Group which have already been sold in over 70 countries. We have also been active in providing consultation and education programmes to companies that operate in countries planning to undergo, or are currently undergoing, the process of government deregulation of motor fuel pricing. We are uniquely positioned to provide expertise to fuel retailers so that they can understand the impact of the new deregulation on their business.

During this half year, the Growth/ROW markets represented 13% of total revenue or $1.9 million (H1 2016 $1.6). We have a significant pipeline of deals with major companies primarily in the markets of India, Mexico and several SE Asian countries. These deals can provide significant short-term and long-term revenue for the Group utilizing our existing products with add-on opportunities for our new products (Merchandise Pricing/Promotion and B2B/Wholesale Pricing). The challenge in some of these recently deregulated markets lies in the elongated procurement cycles for the major companies in these regions. Despite the timing challenges surrounding these markets, we remain convinced of the strategic imperative to us competing in this dynamic region.

Financial performance

Total revenue was $14.1 million versus $15.9 million in the prior half year, or an 11.7% decline. This decline in revenue was related to: 1) the timing of closing certain perpetual licence deals, 2) an approximate $0.7 million negative currency exchange effect, and 3) deals in Growth/ROW markets delayed due to prolonged closing timing specific to these market.

The Group began the current financial year with $23.0 million in annualised recurring revenues and, as at 31 December 2016, had $22.6 million in annualised recurring revenue. This figure was also impacted by the negative currency translation effects mentioned above. If the currency had remained constant since the end of FY 2016, the recurring revenue would have been $23.5 million.

Our order book was calculated at $37.0 million at 31 December 2016 which is lower than the year end order book as a result of the delays in closing certain deals prior to the end of the half year and negative currency exchange effect.

Underlying EBITDA was $0.4 million compared with $1.4 million in the six months ended 31 December 2015. This lower underlying EBITDA resulted from delays of Pricing deals and investment in operational infrastructure related to sales and related support necessary for its future global growth. The Group reports its revenue in US dollars and uses an average rate for each reporting period as an exchange valuation. The British pound has weakened to the US dollar and resulted in a year-over-year $0.256 drop in the exchange rate causing an approximate $0.7million negative effect on revenue revaluation for this H1 2017 period. However, the Group has approximately 37% of its cash operating expense domiciled in the UK which causes an offsetting effect to the revenue drop by reducing the value of the operating expenses. The net effect of the currency exchange actually improved the Group's underlying EBITDA by approximately $0.3 million.

Underlying operating loss before share-based payments and restructuring costs for the period was ($0.6) million compared with a $0.6 million underlying operating profit for the first half of the year ended 31 December 2015. This decrease in operating profit compared with the lesser decrease in underlying EBITDA reflected the Group's continued investment in new development projects which increased our non-cash amortisation and depreciation expenses as well as the decline in gross margins caused by a greater mix of Planning versus Pricing business.

Loss before tax was ($0.7) million (Profit before tax in H1 2016: $0.1m) resulting in a loss for the period (before foreign currency translation differences) equal to ($0.3) million (net profit H1 2015: $0.04m).

Restructuring costs totalled $0.06 million ($0.4 million in the prior year). The exceptional items in this half of the year relate to a downsizing of certain legacy areas of the business in order to invest new resources into the higher growth areas.

Net cash at the period end was $3.3 million ($2.4 million as at 30 June 2016). The increase in cash resulted from $1.8 million reduction in accrued income and account receivable, an increase in payables and deferred income both offset by operating losses in the period. The Group continues to maintain a $5 million revolving line of credit with a US bank but to date the Group has not drawdown against the facility.

Current trading and outlook

Our core business continues to represent modest growth for the Group and we continue to gain greater market share selling our core products. As previously announced, accelerated growth is dependent on creating new business in our Growth/ROW markets whilst at the same time introducing new products and services, such as our Merchandise Pricing/Promotion and B2B/Wholesale platforms, and continuing transitioning of our clients to the SaaS Pricing offering. During this past half year we have made progress positioning the Group to achieve success with these three growth initiatives but the timing of revenue from certain of these initiatives remains elongated.

We have a pipeline of new business opportunities throughout our Growth/ROW markets and these markets have shown receptivity to our offerings. We remain optimistic in the longer term growth of the Growth/ROW markets and the Merchandise Pricing/Promotion and Wholesale/B2B Pricing solutions. At the time of the announcement of our full year numbers to 30 June 2016 we stated that we were seeing encouraging signs of significant contract wins from emerging markets with higher growth potential such as India, Asia and Africa but that sales cycles in these markets tend to be more prolonged in terms of timing for closing of deals. This remains that case and whilst the story from H1 is that decision and closing processes have proven to be more prolonged, we still consider that there are a number of encouraging signs that these regions have the potential to produce very positive revenue. That said, we remain cautious about the timing of when these contracts may close.

As announced on 24 January 2017, we have taken prudent action to reduce the Group's cost base in order to protect profitability and cash flow. As such, we have initiated a plan to reduce or curtail cost increases that is expected to provide an approximate $3.5 million net reduction in our annual cost run-rate. The cost containment plan was implemented with a focus on flattening the management structure, reducing direct project implementation resources and lowering other administrative costs associated with operating the business.

As we enter the second half of the year, we remain optimistic about the long-term growth plan of the Group and we have a pipeline of potential business to support our short- and medium-term projections. 

Robert B. Stein, Jr.

Chief Executive Officer & President

14 March 2017

Consolidated Statement of Operationsfor the six-month period ended 31 December 2016

Consolidated Statement of Comprehensive Income for the six-month period ended 31 December 2016

Consolidated Statement of Financial Position

at 31 December 2016

Consolidated Statement of Cashflows

for the six-month period ended 31 December 2016

Consolidated Statement of Changes in Equity (unaudited)

for the six-month period ended 31 December 2016

Notes to the Interim Results

for the period ended 31 December 2016

1. Legal status

Kalibrate Technologies plc (the "Company") is a public limited company incorporated and domiciled in the UK.

The Interim Results of the Company for the half year ended 31 December 2016 comprises the Company and its subsidiaries (the "Group").

2. Basis of preparation

This Interim Results for the six month period ended 31 December 2016 has been prepared in compliance with IAS 34 'Interim financial reporting' as adopted by the European Union. It does not constitute financial statements and does not include all the information and disclosures required for full annual financial statements.

The interim report should be read in conjunction with the consolidated financial statements of the Group for the year ended 30 June 2016, which were prepared under International Financial Reporting Standards ("IFRS") as adopted by the European Union ("EU"). Comparative figures are given for the six months ended 31 December 2015 and the year ended 30 June 2016.

The comparative figures for the financial year ended 30 June 2016 are not the Company's statutory accounts for that financial year. Those accounts have been reported on by the Company's auditors and delivered to the Registrar of Companies. The report of the auditor was (i) unqualified, (ii) did not include a reference to any matters which the auditor drew attention by way of emphasis without qualifying their report, and (iii) did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.

The interim report has been prepared on a basis which is consistent with the accounting policies adopted by the Group for the last financial statements and in compliance with IAS34.

Presentational currency

This consolidated financial information is presented in US Dollars, which is the presentational currency of the Group. The vast majority of the Group's revenues are now US Dollar denominated and, as there is also a growing majority of US Dollar denominated costs, it is more appropriate to present the Group's results with a lesser currency volatility.

Use of estimates and judgements

The preparation of financial information in conformity with IFRS as adopted by the EU requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. The estimates and associated assumptions are based on historical experiences and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. In preparing the Interim Results, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the Consolidated Financial Statements of the Group for the year ended 30 June 2016.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.

Going Concern

The interim financial information has been prepared on the basis the Group is a going concern. The Directors are satisfied the Group is a going concern after reviewing future forecasts and assessing the financial position of the Group. In addition, the Group has access to a $5m facility, of which none was drawn down at period end.

3. Segmental analysis

The segment results for the period ended 31 December 2016 are as follows:

The segment results for the period ended 31 December 2015 are as follows:

The segment results for the year ended 30 June 2016 are as follows:

The segment assets and liabilities at 31 December 2016 are as follows:

Unallocated assets and liabilities comprise net cash, deferred taxation assets and liabilities, goodwill and acquired intangible assets.

The segment assets and liabilities at 31 December 2015 are as follows:

The segment assets and liabilities at 30 June 2016 are as follows:

The parent company is domiciled in the UK. The Group's main business segments are based in the following locations:

· Pricing - North America, Europe and Rest of World

· Planning - North America, Europe and Rest of World

The geographical segments are based on an analysis of revenue by the location of the Group's customers as follows:

4. Restructuring costs

Restructuring costs consist primarily of staff restructuring.

5. Earnings per share

6. Share capital

7. Share-based payments

The Company operates two equity separate settled share option schemes for qualifying employees of the Group; however no further share options are expected to be issued under the 2008 scheme.

Options in issue at the period-end are as follows.

2008 Unapproved share option scheme

2013 EMI share option scheme

The fair value of services received in return for the new share options granted under the 2013 share option scheme are measured by reference to the fair value of share options granted. The estimate of the fair value of services received is based on a Black Scholes share option pricing model. The key assumptions used in the model are as follows:

· interest rate - 1.0%;

· volatility - 30%;

· dividend yield - nil; and

· expected life of option - 3 years.

The share-based payment charge included within the Consolidated Statement of Comprehensive Income for the six month period ended 31 December 2016 is $69,000 ($83,000 for the six month period ended 31 December 2015).

8. Trade & other receivables

9. Cash and cash equivalents

Cash and cash equivalents balance include cash at bank and in hand and short-term deposits with maturities of less than three months.

10. Dividends

No dividends were paid or proposed during the period (2015: $nil).

11. Forward-looking statements

Certain statements in these interim results are forward-looking. Although the Group believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to have been correct. Because these statements involve risks and uncertainties, actual results may differ materially from those expressed or implied by those forward-looking statements.

The Group undertakes no obligation to update any forward-looking statements whether as a result of new information, future events or otherwise.

12. Related party disclosure

There has been no significant change to the nature and size of related party transactions, including the remuneration paid to key management personnel, from that disclosed in the 2016 annual report.

Independent review report to Kalibrate Technologies PLC

Introduction

We have been engaged by the company to review the condensed set of financial statements in the half-yearly report for the six months ended 31 December 2016 which comprises the Consolidated Statement of Operations, Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Consolidated Statement of Cashflows, the Consolidated Statement of Changes in Equity and the related explanatory notes. We have read the other information contained in the half-yearly 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 the terms of our engagement. Our review has been undertaken so that we might state to the company those matters we are required to state to it in this report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company for our review work, for this report, or for the conclusions we have reached.

Directors' responsibilities

The half-yearly report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half-yearly report in accordance with the AIM Rules.

As disclosed in note 2, the annual financial statements of the group are prepared in accordance with IFRSs as adopted by the EU. The condensed set of financial statements included in this half-yearly report has been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the EU. 

Our responsibility

Our responsibility is to express to the company a conclusion on the condensed set of financial statements in the half-yearly 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 UK. 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 report for the six months ended 31 December 2016 is not prepared, in all material respects, in accordance with IAS 34 as adopted by the EU and the AIM Rules.

Will Baker, for and on behalf of KPMG LLP 

Chartered Accountants

1 St. Peter's Square

Manchester

M2 3AE

14 March 2017