Interim Results

Market Tech Holdings Limited

("Market Tech", the "Company" or the "Group")

Interim Results for the six months ended 30 September 2015

Market Tech Holdings Limited (AIM: MKT), the holding company that provides 14 acres of iconic London real estate assets, including the main Camden Markets, with digital capabilities to deliver commercial, residential, living, leisure and retail space, is pleased to announce its final results for the six month period to 30 September 2015.

Financial performance

§ Total revenue of £62.2m:

§ £13.8m from Property & Other

§ £48.4m from Digital

§ Adjusted EBITDA* of £10.6m:

§ £6.7m from Property & Other

§ £3.9m from Digital

§ Profit before tax of £10.1m, resulting in basic EPS from continuing operations of 1.81p per share

§ Group NAV at period end of £770.1m, representing 164.4p per share, an uplift of 11.0% (31 March 2015: 148.1p per share)

§ EPRA Adjusted NAV** of £727.8m, representing 155.4p per share, an uplift of 10.4% (31 March 2015: 140.8p per share) 

§ Cash and cash equivalents of £175.3m (31 March 2015: £85.9m)

§ Successful share placing during July 2015, raising net proceeds of £196.9m

Property valuation

§ Total investment and development property portfolio valuation of £866.7m****, representing a 15.0% uplift in the period

§ Like-for-like investment and development property uplift in value of £41.9m, representing 5.6% growth in the period

Operational performance

§ Total property portfolio passing rent up 6.8% to £28.3m at September 2015 (31 March 2015: £26.5m)

§ Total property portfolio average rent per sqft of £60.8/sqft at September 2015

§ Total property portfolio average occupancy of 91.8% at September 2015

§ Two property acquisitions totalling £75.1m*** with a further property acquired post period end for £5.2m***

§ A further successful planning application on Hawley Wharf for an additional 36,300 sqft of commercial and residential use, including a further 24 apartments

§ Detailed planning application for the enhancement of Camden Lock Market submitted during August 2015

§ First phase of the Interchange Co-working scheme launched with 250 desks going live post the period end

§ Information and ecommerce portal, camdenmarket.com, launched during the period

§ Acquired Stucco Media, algorithmic ecommerce market technology, for a total cost of up to $34.5 million

*Adjusted EBITDA is defined as Earnings Before Interest, Taxes, Depreciation, Amortisation and adjusted for fair value investment property movements, share based payment charges, exceptional items and foreign currency exchange gain/(loss).

** EPRA adjusted NAV is defined as EPRA NAV calculated on the property and other segment net assets only.

***Including Stamp Duty and excluding transaction costs.

**** Including £6.9m of Group occupied space categorised as Property, Plant and Equipment

Charles Butler, Chief Executive Officer of Market Tech, commented:

"We have delivered a strong financial performance for the six months to 30 September 2015 and continue to make excellent progress in the implementation of our strategy for growth. The value of our property and online assets continues to grow and we have created an effective capital structure for investment as we deliver our vision for Camden. We look to the second half with confidence and optimism as we prepare for a move to the Main Market of the London Stock Exchange."

- Ends -

There will be a presentation for analysts to be held at 9.00 am on 3 December 2015 at the offices of Bell Pottinger, 6th Floor Holborn Gate, 330 High Holborn, London, WC1V 7QD

The presentation will be webcast, viewable at: https://secure.emincote.com/client/market_tech/mt001/

For Audio: + 44 20 3059 8125

For further information:

About Market Tech

Market Tech combines the iconic Camden Market real estate assets with digital technology to deliver a living, working, retail and leisure environment. The Company owns approximately 14 acres of real estate assets in Camden, including the Stables Market; Union Street Market, (also known as Buck Street Market); Camden Lock Market; and Hawley Wharf, (formerly known as Camden Lock Village). It also owns separate real estate assets on Camden High Street; Kentish Town Road; properties on Jamestown Road, (including the Camden Wharf Building); The Interchange Building on Oval Road, Utopia Village in Primrose Hill, 1-11 Hawley Crescent and 49 Chalk Farm Road.

The Company owns three e-commerce businesses, enhancing its online platform. These are Stucco Media, an e-commerce marketing platform, Glispa, a Berlin-based mobile marketing business and Fiver, a B2C online fashion retailer.

www.market-tech.com

Introduction

We have had another six months of very strong progress throughout Market Tech, building on the momentum generated by our IPO in December 2014. Growth in earnings and value has been achieved through continued improvements to our existing Camden-based estate, both in terms of specific property development, asset management activity and continued integration of our more recent e-commerce acquisitions into our Digital division.

In July we completed a placing of 90 million new ordinary shares which raised £196.9 million net of costs, forming part of our longer term financing strategy to meet the Group's growth plans with the appropriate mix of equity and debt.

Further to previous announcements relating to Market Tech's proposed move to the Main Market of the London Stock Exchange ("Main Market"), Market Tech is pleased to confirm that, on 16 November 2015, Shore Capital and Canaccord Genuity Limited, on behalf of the Company, submitted a draft prospectus and eligibility letter to the UKLA for approval for admission of the Company's ordinary shares to the standard segment of the Official List maintained by the UKLA and to trading on the Main Market. The Company currently anticipates that it will publish a prospectus and make an application for admission to the Main Market in January 2016 with admission expected shortly thereafter. The Company will provide further updates if there is any material change to the expected timetable. The prospectus is subject to the UKLA's review and approval process and shareholders should be aware that there can be no guarantee when or if the Company will achieve admission to the Main Market.

Furthermore, we have continued to invest in our team with a number of senior appointments who will enable us to deliver our ambitious expansion plans. Those positions include Head of Capital Markets, Chief Marketing Officer and Head of Asset Management.

Our Business - Real Estate

We own over 14 acres of iconic London real estate, including the main Camden markets, being Stables, Camden Lock and Union Street. We also own a number of separate strategic properties in and around Camden. These non-market assets are focused on retail, leisure and entertainment as well as office use.

Now that we have brought all the main Camden markets under single ownership we are able to pursue our aims of improving the visitor experience and increasing average spend per visitor, whether it is through the physical improvement of the estate or through our use of technology.

We continue to develop a complementary online consumer facing platform, camdenmarket.com, which acts as an information and e-commerce portal to retailers located within our markets. With Wi-Fi now installed throughout the markets and the roll-out of electronic point of sale (EPOS) taking place, we have started to collect data about visitor behaviour and spending patterns. Analysis of this data, together with our in-house technology and Digital division capability, will serve to inform us about visitor behaviours and trends which in turn will help us to engage with visitors online before, during and after their visit to improve their shopping experience; cluster retailers in appropriate zones and work with them in order to drive up average visitor spend and overall revenues, ultimately enhancing the retail offering which in turn will grow retail tenants' revenues and those of Market Tech.

Acquisitions

We continue to successfully identify and acquire properties that create value, targeted to expand the operations in and around Camden Town, and create quality shopping, working and living environments.

Utopia Village

In April 2015 we acquired Utopia Village, Chalcot Road NW1, for £44.0 million at a capital value of £926 per sqft. The site, which is located in the heart of Primrose Hill and a short walk from Camden Town, is one of London's first creative hubs. Originally a piano factory, it made its name in the 70s and 80s with Tina Turner recording an album in one of the studios. The property comprises a collection of small buildings which are arranged over two floors, and totals 28 units/studios with total net lettable area of 47,185 sq ft. The units are currently being refurbished, and are intended to expand the "Interchange" Co-working offering, while allowing a greater diversity of creative space. As at September 2015, the current passing rent was approximately £700k. Once fully occupied we would expect an additional rental of approximately £1.6 million per annum.

Hawley Crescent

In August 2015 we acquired 1-11 Hawley Crescent NW1, for £31.1 million at a capital value of £1,245 per sqft. The building is located in the heart of Camden Town, opposite MTV studios. The four storey building comprises of 19,720 sqft office space on the basement, 1st and 2nd floor let to the Open University, and six residential units on the third and fourth floors. The building represents a development opportunity to increase the net lettable area and also strategically backs onto the future Camden Town underground station extension. On an existing use basis, the average rent of £36.3/sqft is considered by the Directors to be considerably below market rents for the area.

Co-working

In October we successfully launched the first phase of Interchange, London's newest co-working space for creative SMEs, entrepreneurs and start-ups in the heart of Camden.

We are developing five vacant floors in the Triangle and Atrium buildings above the Stables Market, with a net lettable area of 43,000 sqft, which when combined with Utopia Village will accommodate c. 1,000 desks through a combination of a shared working environment and private offices. The new spaces, designed by the award-winning workplace architects Barr Gazetas, offer high quality fit-out and technology services, with interior design advice provided by Tom Dixon.

The first phase of the Triangle Building, comprises c. 100 desks, opened during October 2015, with the second phase comprising c. 150 desks, going live during November 2015. The Stables Market Co-working offering will be completed during Q1 2016, when the Atrium site goes live, providing a further c. 550 desks.

Developing our Estate

Hawley Wharf

Development has continued on our flagship site, Hawley Wharf, formerly known as Camden Lock Village. In April 2015 we selected Mace as the main contractor for Allford Hall Monaghan Morris' canal-side project at the heart of Camden. The site covers five acres and has full planning permission for a c.580,000 sqft gross external area mixed use scheme to include a new market alongside Regents Canal, 195 residential units, offices, new squares, art-house cinema, cafes, restaurant and food market which are due for completion in early 2018. Demolition has now been substantially completed and piling works are in progress. These are due to finish before the end of the first quarter of 2016 along with the completion of the services distribution trenches. The adjacent primary school, being built by specialist contractor McLaughlin and Harvey, is on schedule for delivery to the Local Authority in time for commissioning for the start of the new academic year in September 2016.

We continue to consult with the local community and stakeholders and were delighted that after extensive public consultation, we achieved planning permission in August 2015 for the last part of Hawley Wharf, 24 canal-side flats, and a further 12,895 sqft of commercial space on the site at 39-45 Kentish Town Road, adjacent to Hawley Wharf (known as site E).

Camden Lock Market

Our proposals to develop and refurbish the famous Camden Lock Market, a scheme designed by Camden-based architects Piercy & Company, includes a significantly more efficient scheme than previously assumed with an expected post redevelopment uplift in NLA of approximately 37,000 sqft (a 77% increase on existing NLA). We have continued to undergo an extensive consultation process on the submitted proposals and a planning decision is expected in the New Year. In the meantime we are pleased that the reconfiguration of the existing market stall layout is already seeing improved footfall allowing for higher rents.

Union Street Market

Following consultation with planners, we have continued to review the development potential for the Union Street market site and have engaged Allford Hall Monaghan Morris to help develop a design for a scheme for positioning a boutique hotel within a new market square creates additional value whilst reshaping the existing market into a high-quality destination. We have drawn up an extensive consultation strategy, which includes a series of public exhibitions in January and February 2016 and we aim to submit a planning application in spring 2016 with a view to obtaining planning approval mid-year 2016.

Listed Heritage Assets

On-going regeneration work continues to be carried out on many of the Listed Heritage assets within our portfolio. The works are designed to refurbish and preserve the fabric of these historic properties in accordance with the highest standards set by English Heritage, whilst at the same time enhancing and improving the Camden environment for retailers and small businesses.

Development schemes

We continue to assess and evaluate other potential development schemes to maximise lettable area and optimise rental values. This has been done through the careful curation of both market and non-market assets, of which Hawley Crescent and Camden Wharf present a major opportunity and focus.

Our Business - Digital

The last six months have seen a huge development in the technology and e-commerce side of our business, Market Tech Digital. This can be seen with a significant increase in revenues to £48.4 million and Adjusted EBITDA of £3.9 million for the period.

In May, for a total cost of up to US$34.5 million, we acquired Stucco Media, which operates an innovative and cost-effective algorithmic e-commerce marketplace technology for online retailers for international marketplaces such as eBay and Amazon.

Combined with Glispa, our Berlin based mobile marketing business and Fiver, a speciality value online retailer these companies form the Market Tech Digital division. This division provides retail and marketing services to external customers and delivered very strong growth during the period. These companies also act as facilitators to provide turnkey e-commerce and marketing services to Camden market retailers via camdenmarket.com, the information and e-commerce portal launched during the period.

Our goal is to be at the forefront of utilising technology to enhance active asset management, maximise the value of our real estate and help our tenants to increase revenues and profits. Market Tech will benefit via base rents and revenue share agreements. We have started the roll out of an EPOS solution for tenants and with Wi-Fi and mobile tracking technology now operating in all market assets we are able to analyse visitor behaviour enabling us to improve the mix and layout of the markets and increase the average spend per visitor.

The way people shop and interact with retail continues to become more integrated between online and offline and we aim to embrace technology to ensure we provide both our visitors and tenants with market leading solutions to help tenants engage with their customers and grow their business.

Property Valuation

Jones Lang LaSalle ("JLL") were instructed to undertake property valuations in accordance with the RICS Valuation - Professional Standards 2014 (the "Red Book"), on the basis of Fair Value, as at 30 September 2015.

Property Valuation Overview

As at 30 September 2015, the Group's property portfolio was valued at £866.7 million (31 March 2015: £753.8m), an underlying increase of 15.0% in the six months.

The Directors' have estimated the value uplift from the existing use value to the value on completion for the proposed developments at Hawley Wharf (£683.8 million), Camden Lock Market (£144.5 million) and Union Street Market (£37.4 million). The Directors valuation of Hawley Wharf and Union Street has not changed during the period, however the estimate for Camden Lock Market has increased as a result of planning being submitted in the period. The Directors' view on value uplift does not constitute the price that could be achieved in the open market today.

Movement in Red Book Fair Value

* Utopia Village and Hawley Crescent, both acquired after 31 March 2015, were not valued by JLL prior to 30 September 2015.

From 31 March 2015 to 30 September 2015, the like-for-like aggregate Fair Value of the Group's property portfolio increased 5.6% compared with the All Property IPD Capital Return for the same period of 4.2%.

Red Book Yield and Rental Value Analysis for Continuing Assets

The Directors' consider there to be significant potential for future increased rents which can be seen by the £8.2 million (29.0%) gap between current passing rent and expected market rent along with potential yield compression leading to future increases in value.

Property Summary - Yielding Assets

The passing rent on the Group's investment property portfolio as at 30 September 2015 totalled £28.3 million with an average combined portfolio occupancy of 91.8%. Stables Market available NLA as at 30 September totalled 182k sqft, this excludes approximately 43k sqft net lettable area which is attributable to the Group's Co-working scheme, scheduled to come on line in various phasings during the period October 2015 to April 2016.

Stables Market, the Group's current flagship market asset, had a passing rent of £14.2 million as at September 2015. The table above illustrates the range of rents/sqft being achieved from its existing uses. Within the "Market - Food" category, the average rent/sqft being achieved from the various zones ranges from £146.5/sqft to £354.1/sqft, and for the "Market - Retail" category, the average rent/sqft being achieved from the various zones ranges from £50.6/sqft to £190.8/sqft. The Group has embarked on an active asset management strategy to evaluate its existing zoning and mix between food and retail in order to increase its rental returns from the Stables Market site. This asset management initiative is being rolled out across the Group's total property portfolio.

The table above provides an overview of the Group's property portfolio Weighted Average Unexpired Lease Term profile. This relates to full repairing and insuring (FRI) and commercial leases only and excludes the flexible market occupational licences. Commercial and FRI leases account for approximately 45.0% of the total passing rent of £28.3 million as at September 2015.

Results

The Group

The Group has presented a calculation of adjusted EBITDA and adjusted earnings per share figures in addition to those reported on a consolidated IFRS basis. The Group considers this presentation to provide useful information as it removes unrealised and other one-off items and therefore represents the recurring, underlying performance of the business.

* Adjusted EBITDA is defined as Earnings Before Interest, Taxes, Depreciation, Amortisation and adjusted for fair value investment property movements, share based payment charges, exceptional items and foreign currency exchange gain/(loss)

For the six months to 30 September, total revenue generated was £62.2 million, comprising £13.8 million from property operations and £48.4 million from Digital operations. The reported income reflects that earned for the full six month period with the exception of the Utopia Village and Hawley Crescent property assets and the Digital operation of Stucco Media, which reflect earnings for their respective post acquisition periods.

Gross profit for the period totalled £27.8 million, reflecting a gross profit margin of 44.6% (or 29.3% on a standalone Digital segmental basis).

The income statement gain on revaluation of the Group's investment and development property portfolio was £16.4 million. This reflects the net gain in valuation since March 2015 for the Group's property assets.

Exceptional items for the period totalled £6.7 million. These costs relate principally to a £3.7 million remuneration charge for contingent consideration in connection with the Stucco Media acquisition, £2.4 million combined in relation to listing fees from the ongoing main market move, legal fees in relation to the Group's acquisitions and ongoing litigation fees in relation to the IBRC and Network Rail claims (further details can be found at note 4).

Profit after tax, for the six months ended 30 September 2015, after deducting the minority interest attributable to the non-controlling shareholder's interest in Glispa, was £7.6 million.

Financial Position

At 30 September 2015, the Group's net assets were £770.1 million, of which £ 724.1 million related to the property and other segment, representing 154.6p per share, an increase of 10.7% since 31 March 2015. A European Public Real Estate Association, ("EPRA") adjusted net asset value of £727.8 million represents 155.4p per share, an increase of 10.4% since 31 March 2015.

Investment and development property

The Group's investment property portfolio was valued at £866.7* million at 30 September 2015, delivering a like-for-like uplift in value of £41.9 million over the period.

Property acquisitions in the first six months totalled £75.1 million excluding acquisition costs (excluding the post balance sheet acquisition of 49 Chalk Farm Road).

* The £866.7m includes £859.8m of Investment Property and £6.9m of Group occupied space categorised as Property, Plant and Equipment.

Cash flows and net debt

At 30 September 2015, the Group's cash and cash equivalents totalled £175.3 million (£85.9 million at 31 March 2015) and its net debt stood at £122.9 million compared with £210.5 million at 31 March 2015. The main cash flows were:

§ Investment in property acquisitions and capital expenditure of £88.8 million

§ Investment in Digital acquisitions totalling £7.0 million (net of cash acquired)

§ Net proceeds from the Group's placing of £196.9 million

* EPRA adjusted net assets is the net assets of the property and other segment adjusted to add back deferred tax liabilities on property revaluations (£4.8 m) and deduct the fair value of financial derivatives (£1.2 m)

** Excluding £6.9m of Group occupied space categorised as Property, Plant and Equipment

At 30 September 2015, our loan to value ratio (net debt) stood at 14.3% (compared to 27.9% at 31 March 2015). At the period end the Group had senior debt facilities totalling £191.6 million and a convertible bond with a face value of £112.5 million. The senior debt facilities comprise a £185.3 million committed and fully drawn facility with Nomura International Plc ("Nomura"), secured over Stables Market and Hawley Wharf property assets only. A further fully drawn senior debt facility of £6.3 million is provided by Bank of Cyprus and secured against the Jamestown Road property asset.

The Company has working capital and acquisition facilities in place with Citwax Investments Limited, its majority shareholder. At 30 September 2015 we had £60 million of committed undrawn facilities.

Finance costs 

Finance costs for the period totalled £7.1 million, which includes £2.0 million senior debt interest expense (net of capitalised interest of £2.4 million) on the existing Nomura and Bank of Cyprus facilities, £2.7 million finance cost on the convertible bond, £1.0 million amortisation of loan arrangement fees and £0.9 million fair value adjustment to the Group's interest caps.

INDEPENDENT REVIEW REPORT TO MARKET TECH HOLDINGS LIMITED

Introduction

We have been engaged by the company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 30 September 2015 which comprises consolidated income statement, consolidated statement of comprehensive income, the consolidated statement of financial position, the consolidated statement of changes in equity, the consolidated cash flow statement and the related 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.

Directors' responsibilities

The interim report, including the financial information contained therein, is the responsibility of and has been approved by the directors. The directors are responsible for preparing the interim report in accordance with the rules of the London Stock Exchange for companies trading securities on AIM which require that the half-yearly report be presented and prepared in a form consistent with that which will be adopted in the company's annual accounts having regard to the accounting standards applicable to such annual accounts.

As disclosed in note 1, the annual financial statements of the group are prepared in accordance with International Financial Reporting Standards (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.

Our report has been prepared in accordance with the terms of our engagement to assist the company in meeting the requirements of the rules of the London Stock Exchange for companies trading securities on AIM and for no other purpose. No person is entitled to rely on this report unless such a person is a person entitled to rely upon this report by virtue of and for the purpose of our terms of engagement or has been expressly authorised to do so by our prior written consent. Save as above, we do not accept responsibility for this report to any other person or for any other purpose and we hereby expressly disclaim any and all such liability.

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 six months ended 30 September 2015 is not prepared, in all material respects, in accordance with International Accounting Standard 34, as adopted by the European Union and in accordance with the rules of the London Stock Exchange for companies trading securities on AIM.

BDO LLP

Chartered Accountants and Registered Auditors

Location

United Kingdom

3 December 2015

BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).

CONSOLIDATED INCOME STATEMENT

* Adjusted EBITDA is defined as Earnings Before Interest, Taxes, Depreciation, Amortisation and adjusted for fair value investment property movements, share based payment charges, exceptional items and foreign currency exchange gain/(loss).

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

The financial statements were approved by the Board of Directors and authorised for issue on 3 December 2015.

Signed on its behalf

ANDREW BULL

Director

3 December 2015

Company Registration No. 59208

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

CONSOLIDATED CASH FLOW STATEMENT

NOTES TO THE CONSOLIDATED historical financial information

1. BASIS OF PREPARATION

The condensed consolidated financial statements for the six months ended 30 September 2015 and six months ended 30 September 2014 set out in this interim financial information are unaudited and have been prepared in accordance with International Accounting Standard 34 'Interim Financial Reporting'. They do not contain all the information and disclosures presented in the Financial Statements and should be read in conjunction with the Financial Statements for the year ended 31 March 2015.

Neither the financial information for the half year to 30 September 2015 nor the half year to 30 September 2014 was subject to an audit but has been subject to a review in accordance with the International Standard on Review Engagements 2410, Review of Interim Financial Information Performed by the Independent Auditor of the Entity, issued by the Auditing Practices Board.

The financial information presented herein for the year to 31 March 2015 does not constitute full statutory accounts, but is derived from those accounts. The Auditor's report on those accounts was unmodified, did not draw attention to any matters by way of an emphasis of matter and did not contain any statement under Section 263 of the Companies (Guernsey) Law 2008.

The directors are satisfied that the Group has sufficient resources to continue in operation for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the interim half year financial statements.

The Directors approved the interim financial information for the six months ended 30 September 2015 on 3 December 2015.

The principal accounting policies used in preparing the interim results are those the Group expects to apply in its financial statements for the year ending 31 March 2016, which do not differ to those applied in the Group's financial statements for the year ended 31 March 2015.

The consolidated financial information covers Market Tech Holdings Limited and its subsidiaries (collectively the "Group"). Market Tech Holdings Limited (the "Company") is a limited company incorporated and domiciled in Guernsey and whose shares are publicly traded. The registered office is located at Third Floor, La Plaiderie Chambers, La Plaiderie, St Peter Port, Guernsey, GY1 1WG.

The Group is principally engaged in property investment, including management and market operation services and Digital services.

2 Critical accounting estimates and judgements

In the application of the Group's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

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.

The critical accounting estimates and judgements used in preparing the interim results are those the Group expects will apply in its financial statements for the year ending 31 March 2016, which do not differ to those described in detail in the Group's financial statements for the year ended 31 March 2015.

3 Exceptional items

The onerous contract provision relates to the Group's estimated provision to exit an operational contract.

Contingent consideration payable relates to deferred cash and equity consideration of $8.5m and $8.7m in connection with the Stucco Media acquisition in May 2015. The consideration is contingent on certain employees remaining in employment for a period of up to two years following the acquisition date. As a result a remuneration charge for the contingent consideration is being recognised over the period the employees are required to remain employed by Stucco Media.

Listing fees are the non-recurring cost of acquiring the AIM public listing together with related transaction costs incurred by the Group in the year to 31 March 2015. In the six months to 30 September 2015, the Group incurred a further £849,000 costs in connection with the move from the AIM to the Full List.

Reorganisation costs relate to the exceptional costs incurred by the Group in the year to 31 March 2015. The majority of which are in respect of the subsidiary, Fiver London Limited, within the Group's Digital operating segment. They reflect one-off costs the Group incurred post acquisition to reorganise Fiver London Limited's operations in order to achieve stronger growth in that company going forward.

Legal and professional costs relate to certain professional costs in connection with business combinations (see Note 21) and to ongoing litigation. The ongoing litigation relates to the IBRC proceedings (for the mis-selling of interest rate swaps and a breach by IBRC of its terms) and to proceedings against certain companies within the Group for damages caused after a fire.

4 Operating segments

The decision-maker is the person or group that allocates resources to and assesses the performance of the operating segments of an entity. The Group has determined that its chief operating decision-makers are the Board of Directors of Market Tech Holdings Limited. The Board evaluates performance on the basis of segment adjusted EBITDA.

The Directors have determined the operating segments based on the reports reviewed in making strategic decisions. These are considered to be:

Property and other

Digital

Restaurant (discontinued operation)

The segment information provided for the reportable segments for the period ended 30 September 2015 is as follows:

The segment information provided for the reportable segments for the period ended 30 September 2014 is as follows:

* Adjusted EBITDA is defined as Earnings Before Interest, Taxes, Depreciation, Amortisation and adjusted for fair value investment property movements, share based payment charges, exceptional items and foreign currency exchange gain/(loss).

‡ The Digital segment was acquired by the Group as part of the restructuring that occurred on 5 December 2014 and therefore there were no Digital results for the Group for the period ended 30 September 2014. The results for Digital for the year ended 31 March 2015 are for the period from the date of acquisition.

The segment information provided for the reportable segments for the year ended 31 March 2015 is as follows:

* Adjusted EBITDA is defined as Earnings Before Interest, Taxes, Depreciation, Amortisation and adjusted for fair value investment property movements, share based payment charges, exceptional items and foreign currency exchange gain/(loss).

‡ The Digital segment was acquired by the Group as part of the restructuring that occurred on 5 December 2014 and therefore there were no Digital results for the Group for the period ended 30 September 2014. The results for Digital for the year end 31 March 2015 are for the period from the date of acquisition.

Including discontinued operations, revenue for the Group was £62,346,000 in the period ended 30 September 2015, £11,511,000 in the period ended 30 September 2014 and £34,341,000 in the year ended 31 March 2015. Adjusted EBITDA was £10,830,000 in the period ended 30 September 2015, £4,671,000 in the period ended 30 September 2014 and £11,815,000 in the year ended 31 March 2015.

Geographical analysis of revenue and NET assets

Geographical analysis of revenue and net assets is as follows:

During the periods ended 30 September 2014, 31 March 2015 and 30 September 2015 there were no customers who individually accounted for more than 10% of the total revenue of the Group.

5 Operating lease commitments

Lessor

As a market operator, the Group enters into licences at will with market stall holders. These are short term licences cancellable within one week. In addition, the Group holds some operating leases on other real estate assets. Future minimum rents receivable under non-cancellable operating leases are set out in the table below, calculated on the assumption that any tenant with a break option does exercise that option:

Lessee

The Group is a lessee of warehouse and office space. Future minimum rents payable under non-cancellable operating leases are set out in the table below:

6 Finance costs

7 Earnings per share

+ The earnings per share for the period to 30 September 2014 have been restated to take account of shares issued on the listing of the Company on the AIM Market, shares issued to the major shareholders in consideration for the assignment of debt and shares issued in relation to the acquisition of Fiver London Limited. Shares that were issued at below market value were deemed to be a bonus issue related to the number of shares which would have been issued at market value.

Adjusted EBITDA per Share

Adjusted EBITDA used to calculate adjusted EBITDA per share is defined as Earnings Before Interest, Taxes, Depreciation, Amortisation and adjusted for fair value investment property movements, share based payment charges, exceptional items and foreign currency exchange gain/(loss).

8 Intangible assets

9 Property, plant and equipment