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Statement re. Press Comment

23rd Jun 2015 07:00

RNS Number : 8944Q
Ladbrokes plc
22 June 2015
 

22 June 2015

Ladbrokes plc

Statement regarding potential merger of Ladbrokes plc and Coral Group

In response to recent press speculation, Ladbrokes plc ("Ladbrokes") confirms that it is in discussions with the board of Gala Coral Group Limited ("Gala Coral") regarding a possible merger of Ladbrokes and Coral Retail, Eurobet Retail and Gala Coral's Online businesses ("Coral Group"), to create an enlarged business (the "Combined Entity") which would be listed on the official list of the UK Listing Authority (the "Official List") and traded on the main market of the London Stock Exchange.

Shareholders are advised that there can be no certainty that the discussions between Ladbrokes and Gala Coral will lead to any agreement concerning the possible merger or as to the timing or terms of any such agreement and there can be no assurance that, even if reached, any such agreement would be completed. Ladbrokes also notes that, in the event that such a transaction proceeds, it may undertake a non pre-emptive equity placing to strengthen the balance sheet of the Combined Entity.

In light of this development, the Business Review presentation scheduled for 30 June may be re-scheduled depending on how discussions progress.

A further announcement will be made as and when appropriate.

Jim Mullen, CEO Ladbrokes plc, said

"Since becoming CEO my focus has been on a more aggressive plan to build digital scale and grow our recreational customer base across all channels, which is key to creating a more sustainable and growing Ladbrokes. My plans are well advanced and I look forward to presenting them to shareholders.

A merger with Gala Coral could create a combined business with significant scale and has the potential to generate substantial cost synergies, creating value for both companies' shareholders.

The Board has not yet concluded whether a transaction is strategically attractive and can be delivered to shareholders on appropriate terms."

 

Enquiries:

Ladbrokes plc

+44 20 8515 5513

Richard Snow, Director Investor Relations

Ciaran O'Brien, Director of Corporate Affairs

Greenhill (Lead Financial Adviser and Joint Sponsor)

+44 20 7198 7400

David Wyles

Pieter-Jan Bouten

UBS (Financial Adviser, Corporate Broker and Joint Sponsor)

+44 20 7567 8000

William Vereker

John Woolland

Impact on Ladbrokes' Shareholders

The proposed combination, if completed, may be classified as a reverse takeover of Ladbrokes under the Listing Rules of the UK Listing Authority, and if so, applications would need to be made in due course to the UK Listing Authority and the London Stock Exchange for the ordinary shares of the Combined Entity to be admitted to the Official List and to trading on the London Stock Exchange, respectively.

The eligibility of the Combined Entity to be admitted to the Official List has not yet been agreed with the UK Listing Authority, although an application regarding the eligibility of the Combined Entity will be made in the event an agreement is reached by the parties in relation to a combination.

Should the proposed combination proceed, a prospectus will be required to be published in relation to the application for admission to the Official List of all of the issued share capital in the Combined Entity. Such a prospectus would include audited financial statements of the Coral Group prepared in accordance with the Listing Rules and the Prospectus Rules of the UK Listing Authority. It is possible that the financial information contained in any such prospectus may differ from the financial information for the Coral Group set out below.

Shareholders are advised that there can be no certainty that the discussions between Ladbrokes and Gala Coral will lead to any agreement concerning the possible combination or as to the timing or terms of any such agreement and there can be no assurance that, even if reached, any such agreement would be completed. Any transaction would be subject, amongst other things, to Ladbrokes shareholder approval and merger control approval from the Competition and Markets Authority (the "CMA"). If approved by the CMA then it is possible that Licensed Betting Office ("LBO") divestments may be required.

Although Gala Coral is subject to a public disclosure regime pursuant to the terms of its listed bonds and the requirements of the Euro MTF, under Listing Rule 5 Ladbrokes is required to provide certain additional information regarding the Coral Group to ensure that there is sufficient information available to the public with regard to the proposed transaction in order to avoid a suspension of the Company's shares. The information required under Listing Rule 5.6.15G is set out below.

Information on the Coral Group

Introduction

The Coral Group is one of Europe's largest betting and gaming groups based on annual gross win, with an established presence in the United Kingdom and Italy. The Coral Group is the principal part of the Coral Group and comprises three main operating divisions: Coral Retail, Eurobet Retail and Online. For the avoidance of doubt, it is not envisaged that either the Gala land based Bingo operations or the Gala Coral Propco companies, which are all owned by the wider Gala Coral group (the "Gala Coral Group"), will form part of the Combined Entity.

Coral Retail

Coral Retail is a large operator in the UK LBO market where it directly owns and operates 1,845 LBOs under the Coral brand as at April 2015, with an estimated market share of approximately 21 per cent in calendar year 2014 based on gross win. LBOs operated by Coral Retail offer both over-the-counter ("OTC") betting and LBO machines. The OTC betting services of Coral Retail offer customers a wide range of betting opportunities including all mainstream domestic and international sporting events.

 

 

Eurobet Retail

Eurobet Retail is one of the largest operators in the Italian OTC sports betting market based on annual gross win, which is generated primarily from football betting operations, with a smaller share in the horse race betting market. Eurobet Retail operates in the Italian LBO market under the Eurobet brand via LBOs run on a franchise model. As at April 2015, Eurobet Retail operated 871 licences and generated over £80 million in annual gross win, and represents 14 per cent (by turnover) of the Italian OTC betting market. In addition to its operations in the Italian OTC betting market, Eurobet Retail also has exposure to the Italian LBO machines market, where it enters into revenue sharing arrangements with operators of LBO machines who site their LBO machines within Eurobet Retail's LBOs.

Online

The Coral Group operates online in the United Kingdom through three brands: Coral, Gala Bingo and Gala Casino. Each brand employs the same underlying scalable and flexible information technology platform with integrated back office operations, but each brand is marketed to different customer segments. The Eurobet Online business operates through the Eurobet.it website on separate proprietary technology and is available to Italian residents. The Online Division has experienced recent significant growth, with an increase in total active customers of 106 per cent in the two years to September 2014.

Accounting policies and historical financial information relating to the Coral Group

The Group prepares its consolidated financial statements in accordance with International Financial Reporting Standards as adopted by the European Union ("IFRS"), whereas the Gala Coral Group prepares its consolidated financial statements under United Kingdom Generally Accepted Accounting Principles. As the Coral Group is a subset of the Gala Coral Group, financial statements for the Gala Coral Group also include entities which would not form part of the Combined Entity. Therefore, unaudited "carve-out" accounts have been prepared for the Coral Group for the financial years ended 29 September 2012, 28 September 2013 and 27 September 2014 (collectively the "Carve Out Accounts"). The Carve Out Accounts have been prepared under IFRS. In accordance with Listing Rule 5.6.15G(1), the Carve Out Accounts are set out in the annexe to this document.

No material differences between the accounting policies adopted by the Group and those adopted by the Coral Group in the Carve Out Accounts for the years presented in this announcement have been identified.

The Group accounts and the Carve Out Accounts have recorded some transactions in different financial statement line items in the income statement. These differences include the separate recognition of cost of sales and administrative costs in the Carve Out Accounts and the classification of interest on the IAS 19 pension asset. These differences in presentation have no impact on overall profit before tax.

Key non-financial operating and performance information on the Coral Group

In accordance with Listing Rule 5.6.15G(2), set out below is the key non-financial operating and performance information relating to the Coral Group, as well as trend information for the period from 28 September 2014 to the date of this announcement.

Coral Retail

The UK OTC betting market has remained broadly stable since 2012. Growth in football betting (which is higher margin), numbers betting and other sports betting has offset a decline in more traditional betting on sports such as horse and greyhound racing.

The UK retail market divides into LBO machines (which comprises approximately 50 per cent of market gross win and a similar percentage of Coral Retail's gross win) and OTC betting, which comprises the remainder. LBO machines were first introduced into betting shops in 2001, and are currently restricted to four terminals per shop. Coral Retail, like Ladbrokes, has a fully deployed machine estate. Again, like Ladbrokes, these machines are manufactured by The Global Draw (a UK subsidiary of Scientific Games Corporation). LBO machines provide betting and gaming opportunities in two categories: roulette and slots games. A key determinant of Coral's slots games profitability is the level of exclusive content available to players. Such exclusive content (generated either through an in-house development team or through arrangements with key suppliers) has proven more profitable and more sustainable. The UK LBO machines market has grown with a compound annual growth rate ("CAGR") of 10 per cent since 2004, and is a key component of LBO profitability growth.

Taxation and regulatory changes are key factors affecting UK retail profitability, with the increase in Machines Games Duty and the introduction of new rules around player supervision driving an annualised incremental cost of £35.3 million.

Coral has created a close integration between retail and online player experiences. The Coral Connect card permits a shared wallet to be used across online and retail, which delivers greater convenience to customers, permits easy player supervision and allows targeted incentives to further responsible play. Multi-channel customers have been shown to be more efficient to acquire, higher spenders and more loyal.

Eurobet Retail

Retail betting licences in Italy are supply constrained. The last auction for Italian licences occurred in 2013, when Eurobet won 500 new licences which comprised 25 per cent of those made available in the tender. Following the roll-out of these shops, Eurobet has a 14 per cent share (by turnover) of the Italian retail sports betting market. Since the Italian business is predominantly football focussed, it has attractive margins. Eurobet Retail runs on a franchise model; a Eurobet franchisee will take risk on the fixed costs of a shop in exchange for commissions which are generally based on a percentage of positive net revenue. This model gives the business flexibility to roll out new shops efficiently and to relocate licences within Italy.

Whilst the Italian market is regulated, there remains an active illegal market of approximately half the size of the legal market for sports betting. Improved enforcement of Italian regulation would be a key driver of growth for Eurobet Retail. Key drivers of organic growth in this business also include the launch of in shop bet-in-play and virtual betting. The existing licences for OTC betting business expire in June 2016 and the Coral Group intends to participate actively in any renewal process once details become available.

Online

The UK online market has grown with a CAGR of 10 per cent since 2012, and the Coral UK online business has exceeded this growth rate substantially, growing at a CAGR of 57 per cent. This growth has been driven by a complete relaunch of the UK online business in 2012, using new technology and a new base of operations in Gibraltar. The UK online business now shares key members of its management team (including its managing director) with Coral Retail. This is of significant value in promoting multichannel products and integrated customer relationships through Coral Connect. Growth in the market itself is driven by significantly enhanced mobile offering (now over 60 per cent of Coral UK active customers), an increasingly rich and diverse product set and improved player relationship management.

Taxation changes are also key factors affecting UK online profitability, with the implementation of the Point of Consumption Tax in the UK in December 2014 driving an annualised incremental cost of £30.3 million.

Eurobet Online operates under the same management team as Eurobet Retail and is the second largest operator in the Italian market. Customers are either acquired directly or by affiliation with retail franchisees. These franchisees are incentivised to recruit online players through an ongoing share of net revenue. Online growth is therefore in part driven by growth in retail. The Italian market has a rapidly growing online population but an unusually low penetration of more innovative betting products such as bet-in-play.

Telebet

This is a call centre betting business, based in Barking, UK. The business operates using the UK online systems. Player volumes are in gradual decline as Coral drives customers to move online, where customer experience is richer and costs to serve are lower.

Coral Group trading since 27 September 2014

Current trading for the financial year to date has been positive with both gross profit and EBITDA ahead of last year. Growth in Online has been strong, despite very poor football results for the industry as a whole during the period.

Coral Retail

Total OTC stakes were 4% behind last year with around half of the fall due to a large staking individual in the prior year. Gross win margin was 0.2pp behind, tracking marginally behind last year across all major products and resulting in OTC gross win 5% behind. Both Cheltenham and Grand National margins were behind the excellent levels achieved in FY14.

Operating costs were 1% lower than last year primarily due to the annualisation of payroll savings resulting from operational improvements implemented in FY14.

Penetration of Coral Connect continues to increase across all age groups and demographics. Connect customers' overall spend is over twice that of non-Connect customers.

Machines gross win is ahead of last year, driven primarily by exclusive slots content.

Eurobet Retail

Very strong stakes growth in Eurobet Retail was driven by an increase in the number of licences to 871,107 more than the same period last year. However, adverse football results throughout the 2014-2015 season have driven a year to date decline in EBITDA.

Virtual betting, launched at the start of 2014, continues to prove very popular with customers. Speed to market helped Eurobet capture a larger proportion of the market compared to its natural share.

The business has also commenced a shop relocation initiative, with a view to optimising the location of around 140 units to improve their profitability.

Online

Online saw continued strong growth in both volume and profitability, EBITDA is significantly ahead of last year despite the adverse football results and the implementation of the Point of Consumption tax on 1 December 2014.

During the period, Coral successfully merged the back-office functions of Coral Online and Gala Online, and positioned the combined business under one management structure. The merged division has enabled Coral to bring together its knowledge and experience to ensure that all online brands develop more strongly together.

Ongoing improvements to both the Coral Online sportsbook product offering and the mobile user experience were well received by customers, helping drive strong growth in active customers and spend per head and, as a result, a significant increase in gross win. The Cheltenham horse racing festival was successful in achieving, for the first time, higher stakes in Coral Online than in Coral Retail. Mobile now represents the majority of both sports and gaming stakes, demonstrating the ever-increasing importance of this channel.

Coral Connect was also a key contributor to the higher number of active customers and spend-per-head levels in Coral Online, with Connect customers beginning to embrace the benefits of accessing their single wallet across all channels.

Gala Bingo Online gross win was also well ahead of last year with the "Play Happy" TV campaign driving customer acquisition and reactivation. More sophisticated customer relationship management has led to a significant improvement in retention levels, with churn improvement compared to the same period last year. Spend-per-head levels were also significantly ahead of last year, primarily driven by improvements to the VIP programme. Mobile now represents almost half of Gala Bingo Online's staking levels in the UK.

In Italy, a successful cross-channel marketing campaign, which for the first time included major television airtime, helped drive an increase in Eurobet Online acquisition and retention levels. Adverse football results drove a lower gross win compared with the same period last year. However, Eurobet Online significantly outperformed the market and maintained its market share, despite the entry of a key competitor to the regulated market (driving an instant increase in market size of approximately 40 per cent).

Confirmations

In accordance with Listing Rule 5.6.15G(3), the Board of Ladbrokes considers that this announcement contains sufficient information about the Coral Group to provide a properly informed basis for assessing Ladbrokes' financial position.

In accordance with Listing Rule 5.6.15G(4), the Board of Ladbrokes confirms that Ladbrokes has made the necessary arrangements with Gala Coral to enable the Company to keep the market informed without delay of any developments concerning the Coral Group that would be required to be released were the Coral Group part of Ladbrokes.

The Board of Ladbrokes today also confirms that until such time as a prospectus is published in relation to the potential combination or discussions between the parties are terminated (or such other date as required by the UK Listing Authority), Ladbrokes will make any announcement that would be required in order to be compliant with its obligation under the Disclosure and Transparency Rules of the Financial Conduct Authority on developments in relation to the assets that it intends to acquire from Gala Coral as if those assets were already part of the Combined Entity.

A further announcement will be made as and when appropriate.

IMPORTANT NOTICE:

The information contained in this announcement is not for release, publication or distribution to persons in Australia, Canada, Japan, the Republic of South Africa or the United States or in any jurisdiction where to do so would breach any applicable law. No public offer of securities is being made by virtue of this announcement.

This announcement has been prepared for the purposes of complying with the applicable law and regulation of the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of the United Kingdom.

Greenhill & Co International LLP ("Greenhill") is authorised and regulated by the Financial Conduct Authority in the United Kingdom. UBS Limited ("UBS") is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom. Greenhill and UBS are acting for the Company and are acting for no one else in connection with the possible transaction and will not regard any other person as a client in relation to the possible transaction and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in connection with the possible transaction or any other matter, transaction or arrangement referred to herein.

Apart from the responsibilities and liabilities, if any, which may be imposed on Greenhill and UBS in their capacities as sponsors by the Financial Services and Markets Act 2000, as amended, neither Greenhill nor UBS accept any responsibility or liability whatsoever and make no representation or warranty, express or implied, for the contents of this announcement, including its accuracy, fairness, sufficiency, completeness or verification or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. Each of Greenhill and UBS accordingly disclaim to the fullest extent permitted by law all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this announcement or any such statement. Each of Greenhill and UBS and/or their affiliates provide various investment banking, commercial banking and financial advisory services from time to time to the Company.

No person has been authorised to give any information or to make any representations other than those contained in this announcement and, if and when published, the public documentation and, if given or made, such information or representations must not be relied on as having been authorised by the Company, Greenhill or UBS. Subject to the Listing Rules, the Prospectus Rules and the Disclosure and Transparency Rules of the Financial Conduct Authority, the issue of this announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this announcement or that the information in it is correct as at any subsequent date.

This announcement may contain certain forward-looking statements, beliefs or opinions, with respect to the financial condition, results of operations and business of the Company.

These statements, which contain the words "anticipate", "believe", "intend", "estimate", "expect", "may", "will", "seek", "continue", "aim", "target", "projected", "plan", "goal," "achieve" and words of similar meaning, reflect the Company's beliefs and expectations and are based on numerous assumptions regarding the Company's present and future business strategies and the environment the Company and, if the possible transaction proceeds, the enlarged group will operate in and are subject to risks and uncertainties that may cause actual results to differ materially. No representation is made that any of these statements or forecasts will come to pass or that any forecast results will be achieved. Forward-looking statements involve inherent known and unknown risks, uncertainties and contingencies because they relate to events and depend on circumstances that may or may not occur in the future and may cause the actual results, performance or achievements of the Company or, if relevant, the enlarged group to be materially different from those expressed or implied by such forward looking statements. Many of these risks and uncertainties relate to factors that are beyond the Company's or, if relevant, the enlarged group's ability to control or estimate precisely, such as future market conditions, currency fluctuations, the behaviour of other market participants, the actions of regulators and other factors such as the Company's or, if relevant, the enlarged group's ability to continue to obtain financing to meet its liquidity needs, changes in the political, social and regulatory framework in which the Company operates or in economic or technological trends or conditions. Past performance of the Company cannot be relied on as a guide to future performance. As a result, you are cautioned not to place undue reliance on such forward-looking statements. The list above is not exhaustive and there are other factors that may cause the Company's or, if relevant, the enlarged group's actual results to differ materially from the forward-looking statements contained in this announcement. Forward-looking statements speak only as of their date and the Company, its parent and subsidiary undertakings, the subsidiary undertakings of such parent undertakings, Greenhill and UBS and any of such person's respective directors, officers, employees, agents, affiliates or advisers expressly disclaim any obligation to supplement, amend, update or revise any of the forward-looking statements made herein, except where it would be required to do so under applicable law.

You are advised to read this announcement and, if and once published, the public documentation in its entirety for a further discussion of the factors that could affect the Company's future performance. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this announcement may not occur.

No statement in this announcement is intended as a profit forecast or a profit estimate and no statement in this announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

Certain figures contained in this announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this announcement may not conform exactly with the total figure given.

Except as explicitly stated, neither the content of the Group's nor the Coral Group's website, nor any website accessible by hyperlinks on the Group's or the Coral Group's website is incorporated in, or forms part of, this announcement.

There can be no certainty that the possible transaction described in this announcement will proceed nor as to the terms on which any possible transaction might be concluded. This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.

 

Basis of preparation

The Carve Out Accounts are presented in pounds sterling, which is the Gala Coral Group and the Coral Group's functional and presentational currency. All values are in millions (£m) rounded to one decimal place except where otherwise indicated.

The Carve Out Accounts have been prepared in accordance with the requirements of the Prospectus Directive (PD) regulation, the Listing Rules, and in accordance with this basis of preparation. This basis of preparation describes how the Carve Out Accounts have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union (IFRS).

IFRS does not provide for the preparation of combined historical financial information or for the specific accounting treatment set out below, and accordingly in preparing the Carve Out Accounts certain accounting conventions commonly used for the preparation of historical financial information for inclusion in investment circulars as described in the Annexure to SIR 2000 "Standards for Investment Reporting applicable to public reporting engagements on historical financial information" issued by the UK Auditing Practices Board have been applied.

The Carve Out Accounts are prepared on a combined basis and therefore do not comply with the requirements of IAS 27. The Carve Out Accounts have been prepared by aggregating the results, assets and liabilities of each of the divisions which make up the Coral Group by applying the principles underlying the consolidation procedures of IAS 27 (revised) 'Consolidated and Separate Financial Statements' for each of the three years presented.

In adopting IFRS for the first time, the following exemptions in IFRS 1 were applied:

· Business combinations - Business combinations that took place prior to 25 September 2011 have not been restated.

· Cumulative translation differences - Cumulative translation differences for all foreign operations have been set to £nil as at 25 September 2011.

The Carve Out Accounts have been prepared on a going concern basis and under the historical cost convention, except for certain areas where fair value measurement is required by IFRS. The Carve Out Accounts are presented in pounds sterling, which is also the Gala Coral Group and the Coral Group's functional currency. The functional currency of the subsidiaries is the currency of the primary economic environment in which they operate.

The following summarises the accounting and other principles applied in preparing the Carve Out Accounts:

· Transactions and balances between entities included within the Carve Out Accounts have been eliminated. All intra-group balances, transactions, income and expenses and profits and losses (including unrealised profits arising from intra-group transactions) have been eliminated on combination.

· Transactions between the Gala Coral Group and the Coral Group have been presented in the appropriate Income Statement and Balance Sheet line items of the Carve Out Accounts to which such transactions and balances relate.

· The Coral Group has not formed a separate legal group and therefore it is not meaningful to present share capital or an analysis of reserves. The net assets of the Coral Group are represented by the cumulative investment of the Gala Coral Group (shown as "Invested Capital").

· Funding balances within the Carve Out Accounts represent the net debt that is expected to persist in the Coral Group post transaction rather than forgiven as part of any pre transaction structuring.

· The rate of interest applied to funding balances within the Carve Out Accounts has been determined by the Gala Coral Group's weighted average cost of capital relevant to that particular year. They are not necessarily representative of the finance costs and income that may arise in the future.

· Payments for overhead costs to the Gala Coral Group for management oversight, administration, human resources, information technology, marketing and taxation support have been reflected in the Carve Out Accounts. Exceptional income/(costs) have been recharged to the Coral Group where they are directly attributable to the entities contained within the Carve Out Accounts.

· Current tax charges in the Carve Out Accounts have been based on the tax treatment of the income and expenditure in the legal entities in which they have arisen with adjustments made for consolidation purposes. Deferred tax assets and liabilities reflect the full historical deferred tax assets and liabilities recorded by the legal entities adjusted for IFRS. The tax charges recorded in the combined income statement and combined statement of comprehensive income are not necessarily representative of the tax charges that would have been reported had the Coral Group been an independent group throughout the period presented. They are not necessarily representative of the tax charges that may arise in the future.

· Finance costs and income recorded in the combined income statement are not necessarily representative of the finance costs and income that would have been reported had the Coral Group been an independent group throughout the period presented.

· The Gala Coral Group has retrospectively adopted IAS 19 (Revised) - Employee Benefits and IFRS 13 - Fair Value measurement, which became effective for accounting periods beginning on or after 1 January 2013. The prior years have also been restated to reflect this change in accounting policies.

Basis of consolidation

Subsidiaries are entities over which the Coral Group has the power to govern the financial and operating policies, generally accompanying a shareholding of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether control exists over another entity.

The purchase method of accounting is used to account for the acquisition of subsidiaries. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange. Prior to 25 September 2011, the cost of acquisition also included costs directly attributable to the acquisition. Identifiable assets acquired, liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any minority interest. The excess of the cost of acquisition over the fair value of the identifiable net assets acquired is recorded as goodwill.

Inter-company transactions, balances and unrealised gains on transactions between the Coral Group subsidiaries are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Accounting policies of subsidiaries are consistent with the policies adopted by the wider Gala Coral Group.

 

 

 

Combined Income Statement

 

 

 

53 weeks ended

 29 September 2012

52 weeks ended

28 September 2013

52 weeks ended

27 September 2014

Continuing Operations

 

Before exceptional items

£m

 

Exceptional items

£m

 

Total

£m

Before exceptional items

£m

 

Exceptional items

£m

 

Total

£m

 Before exceptional items

£m

 Exceptional items

£m

 Total

£m

Revenue

738.3

-

738.3

802.9

-

802.9

951.1

-

951.1

Cost of sales

(151.3)

-

(151.3)

(192.0)

-

(192.0)

(264.4)

-

(264.4)

Gross profit

587.0

-

587.0

610.9

-

610.9

686.7

-

686.7

Administrative expenses

(395.2)

(53.6)

(448.8)

(433.5)

(13.0)

(446.5)

(486.7)

(15.4)

(502.1)

EBITDA

191.8

(53.6)

138.2

177.4

(13.0)

164.4

200.0

(15.4)

184.6

Depreciation and amortisation

(40.8)

-

(40.8)

(45.3)

-

(45.3)

(52.2)

-

(52.2)

Impairment

-

-

-

-

-

-

-

(104.1)

(104.1)

Operating profit/(loss)

151.0

(53.6)

97.4

132.1

(13.0)

119.1

147.8

(119.5)

28.3

 Financing costs

Income

(89.4)

-

(89.4)

(88.5)

-

(88.5)

(86.0)

-

(86.0)

Financing income

1.6

-

1.6

1.4

-

1.4

0.8

-

0.8

Profit/(loss) before taxation

63.2

(53.6)

9.6

45.0

(13.0)

32.0

62.6

(119.5)

(56.9)

Income tax

1.7

2.8

4.5

10.2

(0.8)

9.4

(6.5)

22.6

16.1

Profit/(loss) for the year

64.9

(50.8)

14.1

55.2

(13.8)

41.4

56.1

(96.9)

(40.8)

Profit/(loss) for the year attributable to the owners of the parent company

64.9

(50.8)

14.1

55.2

(13.8)

41.4

56.1

(96.9)

(40.8)

 

 

  

Combined Balance Sheets

 

 29 September 2012

£m

28 September 2013

£m

27 September 2014

£m

Assets

 

Non-current assets

Intangible assets

1,572.5

1,593.5

1,491.5

Property, plant and equipment

86.9

82.1

82.9

Retirement benefit asset

26.7

18.3

20.7

Deferred tax assets

26.7

27.2

31.7

1,712.8

1,721.1

1,626.8

Current assets

Inventories

1.7

2.5

0.7

Trade and other receivables

30.9

26.3

30.1

Cash and cash equivalents

23.1

24.7

42.7

55.7

53.5

73.5

Total assets

1,768.5

1,774.6

1,700.3

Liabilities

Current liabilities

Trade and other payables

(97.8)

(108.5)

(136.5)

Other financial liabilities

(3.4)

(4.8)

(4.5)

Current income taxation

(0.2)

(0.4)

(0.4)

Provisions

(1.6)

(7.9)

(2.7)

(103.0)

(121.6)

(144.1)

Non-current liabilities

Other payables

(3.8)

(5.5)

(6.7)

Deferred tax liabilities

(253.7)

(223.4)

(202.0)

Provisions

(7.2)

(7.1)

(18.4)

Interest bearing loans and borrowings with other group companies

(953.7)

(933.3)

(880.6)

(1,218.4)

(1,169.3)

(1,107.7)

Total liabilities

(1,321.4)

(1,290.9)

(1,251.8)

Net assets

447.1

483.7

448.5

Equity attributable to owners of the parent

Invested capital

Invested capital attributable to equity holders

447.1

483.7

448.5

Total capital

447.1

483.7

448.5

 

 

Combined Statements of Cash Flow

 

 

29 September 2012

£m

 

28 September 2013

£m

 

27 September 2014

£m

Cash generated from operations

174.8

192.2

222.3

Income tax paid

(0.2)

(2.2)

(3.8)

 

Net cash flow from operations

174.6

190.0

218.5

 

Cash flows from investing activities

Acquisitions (net of cash acquired)

-

(5.2)

(6.5)

Purchase of intangible assets

(16.1)

(31.7)

(14.8)

Purchase of property, plant and equipment

(38.5)

(26.4)

(36.1)

Proceeds from sale of property, plant and equipment and intangible assets

1.4

-

-

Net cash flow from investing activities

(53.2)

(63.3)

(57.4)

Cash flows from financing activities

Interest paid

-

(0.4)

(0.4)

Interest charged on balances with other Gala Coral Group companies

(88.7)

(87.8)

(85.4)

Net cash funding to the Gala Coral Group

(43.7)

(37.5)

(56.7)

Net cash flow from financing activities

(132.4)

(125.7)

(142.5)

Net (decrease)/increase in cash and cash equivalents

(11.0)

1.0

18.6

Cash and cash equivalents at beginning of year

35.2

23.1

24.7

Exchange (losses)/gains

(1.1)

0.6

(0.6)

Cash and cash equivalents at end of year

23.1

24.7

42.7

 

 

Combined Statements of changes in Net Assets

 

 29 September 2012

£m

28 September 2013

£m

27 September 2014

£m

Net assets brought forward

401.8

447.1

483.7

Profit/(loss) for the year

14.1

41.4

(40.8)

Re-measurement of retirement benefits

(3.7)

(15.7)

-

Share based payments

36.5

10.9

7.9

Foreign exchange differences

(1.6)

-

(2.3)

Net assets carried forward

447.1

483.7

448.5

 

 

Segmental analysis

 

Segment information is as follows:

 

 

52 weeks ended 27 September 2014

 

Coral

Retail

 

Eurobet

Retail

 

 

Online

 

 

Telebet

 

 

Corporate

 

Coral Group

£m

£m

£m

£m

£m

£m

Amounts staked

11,239.2

516.7

4,700.5

68.4

-

16,524.8

Revenue

681.7

83.5

182.6

3.3

-

951.1

Gross profit

516.0

28.7

138.9

3.1

-

686.7

 

Administrative expenses

 

(373.3)

 

(9.9)

 

(90.4)

 

(3.6)

 

(9.5)

 

(486.7)

 

EBITDA (pre-exceptional items)

 

 

142.7

 

18.8

 

48.5

 

(0.5)

 

(9.5)

 

200.0

Depreciation and amortisation

(27.4)

(13.3)

(11.5)

-

-

(52.2)

 

Operating profit/(loss) before exceptional items

 

115.3

 

5.5

 

37.0

 

(0.5)

 

 

(9.5)

 

147.8

 

Exceptional items

 

(114.8)

 

(1.4)

 

(3.3)

 

-

 

-

 

(119.5)

 

Operating profit/(loss) after exceptional items

 

0.5

 

4.1

 

33.7

 

(0.5)

 

(9.5)

 

28.3

 

Net financing cost

 

(85.2)

 

Loss before taxation

 

(56.9)

 

Income tax

 

16.1

 

Loss for the year

 

(40.8)

 

 

Segmental analysis (continued)

 

 

 

52 weeks ended 28 September 2013

 

Coral

Retail

 

Eurobet

Retail

 

 

Online

 

 

Telebet

 

 

Corporate

 

Coral Group

£m

£m

£m

£m

£m

£m

Amounts staked

10,858.7

277.2

3,009.6

67.4

-

14,212.9

Revenue

639.1

40.2

118.5

5.1

-

802.9

Gross profit

501.1

15.5

90.1

4.2

-

610.9

 

Administrative expenses

 

(352.6)

 

(6.1)

 

(67.6)

 

(3.2)

 

(4.0)

 

(433.5)

 

EBITDA (pre-exceptional items)

 

148.5

 

9.4

 

22.5

 

1.0

 

(4.0)

 

177.4

Depreciation and amortisation

(28.5)

(7.6)

(9.2)

-

-

(45.3)

 

Operating profit/(loss) before exceptional items

 

120.0

 

1.8

 

13.3

 

1.0

 

(4.0)

 

132.1

 

Exceptional items

 

(11.8)

 

0.1

 

(5.0)

 

-

 

3.7

 

(13.0)

 

Operating profit/(loss) after exceptional items

 

108.2

 

1.9

 

8.3

 

1.0

 

(0.3)

 

119.1

 

Net financing cost

 

(87.1)

 

Profit before taxation

 

32.0

 

Income tax

 

9.4

 

Profit for the year

 

41.4

 

 

 

Segmental analysis (continued)

 

 

53 weeks ended 29 September 2012

 

Coral

Retail

 

Eurobet

Retail

 

 

Online

 

 

Telebet

 

 

Corporate

 

Coral Group

£m

£m

£m

£m

£m

£m

Amounts staked

11,319.0

269.4

2,056.6

132.1

-

13,777.1

Revenue

605.7

37.2

86.9

8.5

-

738.3

Gross profit

502.6

13.7

65.1

5.6

-

587.0

 

Administrative expenses

 

(339.6)

 

(5.2)

 

(38.8)

 

(3.6)

 

(8.0)

 

(395.2)

 

EBITDA (pre-exceptional items)

 

163.0

 

8.5

 

26.3

 

2.0

 

(8.0)

 

191.8

Depreciation and amortisation

(25.5)

(6.2)

(9.1)

-

-

(40.8)

 

Operating profit/(loss) before exceptional items

 

137.5

 

2.3

 

17.2

 

2.0

 

(8.0)

 

151.0

 

Exceptional items

 

(17.4)

 

(2.0)

 

(17.9)

 

-

 

(16.3)

 

(53.6)

 

Operating profit/(loss) after exceptional items

 

120.1

 

0.3

 

(0.7)

 

2.0

 

(24.3)

 

97.4

 

Net financing cost

 

(87.8)

 

Profit before taxation

 

9.6

 

Income tax

 

4.5

 

Profit for the year

 

14.1

 

 

 

 

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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