Interim Results

13 October 2016

Booker Group plc

Interim Results

for the 24 weeks ended 9 September 2016

Booker Group is the UK's leading food wholesaler. This announcement contains the interim results of Booker Group plc ('Booker') for the 24 weeks ended 9 September 2016.

Financial Highlights

· Total sales £2.5bn, +13%

· Booker like-for-like non tobacco sales up 0.1% and tobacco sales down 5.6% due to the "display ban"

· Operating profit £81.4m, +9%

· Profit before tax £81.0m, +9%

· Profit after tax £67.8m, +12%

· Basic earnings per share up 11% at 3.83 pence

· Net cash of £105.7m

· Interim dividend of 0.63 pence per share, up 11%

· As previously indicated, we intend to make a special return to shareholders in July 2017

Operational Highlights

· Our plan to Focus, Drive and Broaden Booker Group continues to make progress

· Customer satisfaction was strong as we continue to improve choice, prices and service for our customers

· We made good progress on the catering and retail sides of the business

· The integration of Londis and Budgens is going well

· India is performing as expected

· Booker internet sales up 10% to £506m (excluding Budgens and Londis)

Outlook

The Group's trading in the first four weeks of the current half year is ahead of the same period last year. We anticipate that the challenging consumer and market environment will persist through the coming year and the UK's food market remains very competitive. We will continue to deliver our plans to focus, drive and broaden the business to provide our customers with better choice, prices and service. Booker Group remains on course to meet its expectations for the year ending 24 March 2017.

Commenting on the results, Charles Wilson, Chief Executive of Booker, said:

"This was a good half. Our plans to Focus, Drive and Broaden the business remain on track. We strive to improve choice, prices and service for our catering, retail and small business customers. Londis and Budgens joined the Group last September and the turnaround of the businesses is going well. We look forward to helping our customers prosper in the second half."

Booker Group plc will announce its Quarter 3 Trading Update for the 16 weeks to 30 December 2016 on 12 January 2017.

For further information contact:

Tulchan Communications (PR adviser to Booker Group plc)

020 7353 4200

Susanna Voyle

Samantha Chiene

A presentation for analysts will be held at 08.30am on Thursday 13 October 2016 at Investec's offices

Webcast http://www.investis-live.com/booker-group/57e8ffc6994a7c09001a3a8a/82d1h

For further details please call Charlotte Evans at Tulchan Communications on 0207 353 4200.

Chairman's Statement

I am pleased to report on a good performance for the 24 weeks to 9 September 2016. The Booker plan to Focus, Drive and Broaden the business is working well. Both the catering and retail sides of the business had a good half.

Financial Results

Sales for the 24 week period were £2.5bn, an increase of 12.6% with like-for-like non tobacco sales up 0.1% and tobacco sales down 5.6%. Tobacco sales continued to be depressed by the ban on small stores displaying tobacco products. Half year profit before tax was £81.0m (2015: £74.1m), up 9.3%. Basic earnings per share increased 11.0% to 3.83 pence (2015: 3.45 pence).

Focus

We continue to improve cash management and operational efficiency. The Group has a strong net cash position of £105.7m.

Drive

Booker continues to 'drive' sales by further improving choice, prices and service. Overall customer satisfaction was good. Like-for-like non-tobacco sales showed an increase of 0.1%.

The drive into the catering market is working with like-for-like sales to caterers having increased by 1.8%. Customer satisfaction was 90.3% and we have a trial in Norwich to improve choice and offer customers same day delivery.

Like-for-like sales to retailers have decreased by 2.8%. The decline was primarily due to the tobacco display ban. Premier, our retail symbol group, continued to grow and now has 3,358 outlets (2015: 3,203 outlets). The integration of Londis and Budgens is going well. The cost of the businesses was £40m. We have already generated £28m of cash from Londis and Budgens. Sales have been turned from declining at 20% in week 1 to growing 15% in week 24. In addition we now have 52 Family Shopper "local discount stores". These are branded stores operated by independent retailers.

Booker was voted the UK's best Cash & Carry Wholesaler in a survey of independent retailers conducted by him!, the retail research consultancy.

Broaden

Booker.co.uk sales grew to £506m, up 10% versus the same period last year.

Booker Direct, Ritter Courivaud, Chef Direct and Classic are developing as planned. During the half we started to supply Carluccio's and Prezzo.

Our Indian business continues to make progress.

We will continue to make progress through focusing, driving and broadening the Booker Group.

Interim Dividend

Booker's strategy to drive and broaden its business is working in a challenging environment. As a result the Board has declared an interim dividend of 0.63 pence per share (2015: 0.57 pence) to be paid on 25 November 2016 to shareholders on the register at the close of business on 28 October 2016. The ex-dividend date will be 27 October 2016.

Special Returns to Shareholders

In July 2012 Booker Group plc issued £124m of shareholder equity to acquire Makro in the UK. Since that time we have made three special annual returns, which in aggregate total c.£180m.

As previously indicated, we intend to return a similar annual amount as in previous years to shareholders in July 2017. An update on this will be provided at the 2017 Final Results announcement in May 2017, in light of circumstances prevailing at that time. This return to shareholders would be made by way of a special dividend.

Outlook

The Group's trading in the first four weeks of the current half year is ahead of the same period last year. We anticipate that the challenging consumer and market environment will persist through the coming year and the UK's food market remains very competitive. We will continue to deliver our plans to focus, drive and broaden the business to provide our customers with better choice, prices and service. Booker Group remains on course to meet its expectations for the year ending 24 March 2017.

Stewart Gilliland

Chairman

Disclaimer

This announcement may include "forward-looking statements" with respect to certain of Booker Group plc's ('Booker') plans and its current goals and expectations relating to its future financial condition, performance and results. These forward-looking statements sometimes contain words such as 'anticipate', 'target', 'expect', 'intend', 'plan', 'goal', 'believe', 'may', 'might', 'will', 'could' or other words of similar meaning. By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to future events and circumstances which may be beyond Booker's control, including, among other things, UK domestic and global economic and business conditions, market-related risks such as fluctuations in interest rates and exchange rates, the policies and actions of regulatory authorities, the impact of competition, the possible effects of inflation or deflation, the impact of tax and other legislation and regulations in the jurisdictions in which Booker operates, as well as the other risks and uncertainties set forth in this announcement and our presentation of interim results for the 24 weeks ended 9 September 2016, released on 13 October 2016. As a result, Booker's actual future financial condition, performance and results may differ materially from those expressed or implied by the plans, goals and expectations set forth in any forward-looking statements, and persons receiving this announcement should not place reliance on forward-looking statements.

Booker expressly disclaims any obligation or undertaking (except as required by applicable law) to update the forward-looking statements made in this announcement or any other forward-looking statements it may make or to reflect any change in Booker's expectation with regard thereto or any changes in events, conditions or circumstances on which any such statement is based. Forward-looking statements made in this announcement are current only as of the date on which such statements are made.

All oral or written forward-looking statements attributable to the Directors of Booker or persons acting on their behalf are qualified in their entirety by these cautionary statements.

None of the statements in this announcement are, nor are any intended to be, a profit forecast and none should be interpreted to mean that the profits or earnings per share of Booker in the current or any future financial period necessarily is or will be above or below the equivalent figure for any previous period.

Condensed consolidated financial statements

Consolidated income statement

Consolidated statement of comprehensive income

Consolidated balance sheet

Consolidated cash flow statement

Reconciliation to net cash

Consolidated statement of changes in equity

Notes to the condensed financial statements

1. General information

Reporting entity

Booker Group plc (the 'Company') is a public limited company incorporated in the United Kingdom (Registration number 05145685). The Company's ordinary shares are traded on the London Stock Exchange. These condensed consolidated interim financial statements ('interim financial statements') as at and for the 24 weeks ended 9 September 2016 comprise the Company and its subsidiaries (together referred to as the 'Group'). The financial statements are presented in Sterling and rounded to the nearest hundred thousand.

Statement of compliance

These interim financial statements have been prepared in accordance with IAS 34 'Interim Financial Reporting', as adopted by the EU. As required by the Disclosure and Transparency Rules of the Financial Conduct Authority, these condensed set of financial statements have been prepared applying the accounting policies that were applied in the preparation of the Group's published consolidated financial statements for the 52 weeks ended 25 March 2016. They do not include all the information required for a complete set of IFRS financial statements and should be read in conjunction with the consolidated financial statements of the Group as at and for the 52 weeks ended 25 March 2016.

These interim financial statements were approved by the Company's Board on 12 October 2016.

Risks and uncertainties

The Board has considered the principal risks and uncertainties for the remaining half of the financial year and determined that the risks and uncertainties presented in the 2016 Annual Reports still remain.

Going concern

The Directors' assessment of the Group's ability to continue as a going concern is based on cash flow forecasts for the Group, covering a period of at least 12 months from the date of approval of these interim financial statements, and the committed borrowing and debt facilities of the Group. In August 2015, the Group negotiated an unsecured bank facility of £120m for a period of 5 years.

These forecasts include consideration of future trading performance, working capital requirements and the principal risks facing the Group. Having reassessed the principal risks, the Directors consider it appropriate to adopt the going concern basis of accounting in preparing the interim financial statements.

Accounting policies

The accounting policies applied by the Group in these condensed consolidated interim financial statements are the same as those applied in the Group's published consolidated financial statements for the period ended 25 March 2016 except for the application of relevant new standards.

A number of new standards and amendments to existing standards are effective for the financial period ending 24 March 2017. None of these have had a material impact and accordingly the 25 March 2016 and 11 September 2015 comparatives have not been restated. A number of amendments to standards and interpretations have been issued during the period, which are either not yet endorsed, or are endorsed but not yet effective, and accordingly the Group has not yet adopted them.

Judgements and estimates

In preparing the condensed consolidated financial statements, management are required to make accounting judgements, assumptions and estimates. The judgements, assumptions and estimation methods are consistent with those disclosed in the published consolidated financial statements for the period ended 25 March 2016.

Seasonality

The Group's operations are mainly unaffected by seasonal factors. It should be noted that, in line with internal management reporting, the first half consists of 24 weeks whilst the second half consists of 28 weeks.

2. Finance income and expense

3. Tax

Tax of £13.2m on the profit before taxation for the 24 weeks ended 9 September 2016 is based on an effective rate of 16.3%, which has been calculated by reference to the projected charge for the full financial year. The rate for the 24 weeks ended 11 September 2015 and 52 weeks ended 25 March 2016 was 17.9% and 15.3% respectively.

Reductions in the UK corporation tax rate from 20% to 19% (effective from 1 April 2017) was substantively enacted on 26 October 2015, and a further reduction to 17% (effective from 1 April 2020) announced in the budget on 16 March 2016 was substantively enacted on 6 September 2016. The deferred tax asset at 9 September 2016 has been calculated based on these rates.

4. Earnings per share

5. Dividends

6. Return of Capital

On 20 July 2015 the Company issued 1,766,091,414 B shares totalling £61.8m, utilising £61.8m from the other reserve. On 21 July 2015 the Company redeemed 1,764,571,053 B shares for 3.5 pence per share (a total of £61.8m) and the shares were cancelled. The 1,520,361 remaining B shares were classified as a financial liability until they were redeemed on 29 April 2016 for 3.5 pence per share. Following the redemption, such B shares were cancelled.

On 18 July 2016 the Company issued 1,773,369,892 B shares totalling £56.7m, utilising £14.0m and £42.7m from the other reserve and share premium account respectively. On 19 July 2016 the Company redeemed 1,769,234,092 B shares for 3.2 pence per share (a total of £56.6m) and the shares were cancelled. The 4,135,800 remaining B shares have been classified as a financial liability and are expected to be redeemed on 27 April 2017 for 3.2 pence per share. Following the redemption, such B shares will be cancelled.

7. Property, plant and equipment

8. Retirement benefit liabilities

The principal assumptions adopted for the valuation at 9 September 2016 are the same as those adopted at 25 March 2016, other than changes to the discount rate (from 3.50% to 2.50%) and RPI inflation (from 3.00% to 2.90%) which are in line with market indicators.

9. Provisions

10. Acquisition

On 14 September 2015, the Group acquired the entire share capital of Musgrave Retail Partners GB Limited and its' subsidiaries ('Budgens and Londis') for £40.0m on a cash/debt free basis with a normalised working capital level.

No further adjustments have been made in the period.

Responsibility statement of the Directors in respect of the half-yearly financial report

We confirm that to the best of our knowledge:

· the condensed set of financial statements has been prepared in accordance with IAS34 'Interim Financial Reporting' as adopted by the EU;

· the interim management report includes a fair review of the information required by:

a) DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the first 24 weeks 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 28 weeks of the year; and

b) DTR 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the first 24 weeks 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

Charles Wilson Jonathan Prentis

Chief Executive Finance Director

12 October 2016

Independent review report to Booker Group 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 24 weeks ended 9 September 2016 which comprises the consolidated income statement, consolidated statement of comprehensive income, consolidated balance sheet, consolidated statement of changes in equity, the consolidated cash flow statement and the related explanatory notes. 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 the terms of our engagement to assist the company in meeting the requirements of the Disclosure and Transparency Rules ("the DTR") of the UK's Financial Conduct Authority ("the UK FCA"). 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 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 DTR of the UK FCA.

As disclosed in note 1, 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 financial report has been prepared in accordance with IAS34 '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 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 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 financial report for the 24 weeks ended 9 September 2016 is not prepared, in all material respects, in accordance with IAS34 as adopted by the EU and the DTR of the UK FCA.

Stuart Burdass

For and on behalf of KPMG LLP

Chartered Accountants

1 St Peter's Square

Manchester

M2 3AE

12 October 2016