NOTES TO THE BALANCE SHEET
| Note | Goodwill £m (Note i) | Other Intangible assets £m (note ii) | Total £m | |
|---|---|---|---|---|
| Group | ||||
| Cost | ||||
| At beginning of year | 621.9 | 352.9 | 974.8 | |
| Additions | 35 | 124.0 | 109.9 | 233.9 |
| Adjustment to previous year estimate of deferred consideration | (1.4) | – | (1.4) | |
| Disposals | (5.8) | (4.2) | (10.0) | |
| Transfer | (12.6) | 14.9 | 2.3 | |
| Exchange adjustment | – | (1.5) | (1.5) | |
| At end of year | 726.1 | 472.0 | 1,198.1 | |
| Note | Goodwill £m | Other Intangible assets £m | Total £m | |
|---|---|---|---|---|
| Accumulated amortisation | ||||
| At beginning of year | 146.2 | 177.8 | 324.0 | |
| Charge for the year | 2 | 52.8 | 18.4 | 71.2 |
| Impairment | 2 | 12.9 | – | 12.9 |
| Disposals | (4.1) | (1.2) | (5.3) | |
| Transfer | (3.1) | 5.7 | 2.6 | |
| Exchange adjustment | – | (0.3) | (0.3) | |
| At end of year | 204.7 | 200.4 | 405.1 | |
| Net book value – 2004 | 521.4 | 271.6 | 793.0 | |
| Net book value – 2003 | 475.7 | 175.1 | 650.8 | |
(i) Goodwill is capitalised on new acquisitions made after 28th September, 1998. Such goodwill is amortised over the lower of its useful economic life and a period of 20 years. Goodwill arising on acquisitions made prior to 28th September, 1998 was written off directly to reserves.
(ii) Other intangible assets comprise publishing rights, titles, radio licences and certain other intangible assets. These assets were valued by the Directors and are stated at fair value on acquisition and are amortised over the lower of their useful economic life and a period of 20 years.
| Trade Marks £m | |
|---|---|
| Company | |
| Cost | |
| At beginning and end of year | 125.0 |
| Accumulated amortisation | |
| At beginning of year | 6.2 |
| Charge for the year | 6.3 |
| At end of year | 12.5 |
| Net book value – 2004 | 112.5 |
| Net book value – 2003 | 118.8 |
Trade marks are amortised over the lower of their useful economic life and a period of 20 years.
| Note | Freehold properties £m | Long leasehold properties £m | Short leasehold properties £m | Plant and equipment £m | Total £m | |
|---|---|---|---|---|---|---|
| Group | ||||||
| Cost or valuation | i | |||||
| At beginning of year | 108.7 | 81.8 | 43.1 | 752.9 | 986.5 | |
| Owned by subsidiaries acquired | – | 0.1 | – | 1.0 | 1.1 | |
| Additions | 6.9 | 0.9 | 2.6 | 92.1 | 102.5 | |
| Disposals | (8.7) | (1.7) | (0.4) | (64.7) | (75.5) | |
| Transfers | (1.3) | (2.6) | 1.8 | 3.7 | 1.6 | |
| Exchange adjustment | (0.2) | (0.2) | (0.4) | (3.3) | (4.1) | |
| At end of year | 105.4 | 78.3 | 46.7 | 781.7 | 1,012.1 | |
| Held at: Cost | 79.9 | 77.1 | 46.5 | 781.7 | 985.2 | |
| Valuation | 25.5 | 1.2 | 0.2 | – | 26.9 | |
| 105.4 | 78.3 | 46.7 | 781.7 | 1,012.1 | ||
| Note | Freehold properties £m | Long leasehold properties £m | Short leasehold properties £m | Plant and equipment £m | Total £m | |
|---|---|---|---|---|---|---|
| Accumulated depreciation | ||||||
| At beginning of year | 20.8 | 26.6 | 24.9 | 411.0 | 483.3 | |
| Charge for the year | 2 | 2.0 | 2.1 | 2.1 | 78.3 | 84.5 |
| Disposals | (1.1) | (0.7) | (0.4) | (56.3) | (58.5) | |
| Transfers | (0.6) | (0.6) | 0.2 | 2.6 | 1.6 | |
| Exchange adjustment | – | – | 0.1 | (1.5) | (1.4) | |
| At end of year | 21.1 | 27.4 | 26.9 | 434.1 | 509.5 | |
| Net book value – 2004 | iii | 84.3 | 50.9 | 19.8 | 347.6 | 502.6 |
| Net book value – 2003 | 87.9 | 55.2 | 18.2 | 341.9 | 503.2 | |
(i) The Group’s properties, other than its specialised buildings, were revalued at 30th September, 1994, on the basis of external valuations and are depreciated over their useful economic lives. Subsequent additions are carried at historical cost, less accumulated depreciation, in accordance with FRS 15. Specialised buildings, being those properties constructed specifically for use in the
business, are carried at historical cost less accumulated depreciation.
(ii) Group fixed assets include assets in the course of construction, made up as follows:
| Freehold properties £m | Long leasehold properties £m | Short leasehold properties £m | Plant and equipment £m | Total £m | |
|---|---|---|---|---|---|
| Assets in the Course of Construction | |||||
| Group | |||||
| Cost and net book value | |||||
| At beginning of year | 2.8 | 0.1 | – | 56.1 | 59.0 |
| Transfers | (2.8) | (0.1) | – | (56.1) | (59.0) |
| Additions | – | 0.3 | 0.1 | 31.5 | 31.9 |
| Exchange adjustment | – | (0.1) | – | – | (0.1) |
| At end of year | – | 0.2 | 0.1 | 31.5 | 31.8 |
No depreciation was charged on assets in the course of construction during the year (2003 £Nil).
(iii) The net book value of Group plant and equipment includes £30.5 million (2003 £47.8 million) in respect of assets held under finance leases in a number of the Group’s provincial newspaper centres. Depreciation of £4.0 million (2003 £6.5 million) was charged on such assets in the year.
(iv) No significant unprovided liability for taxation would have arisen, had the trading properties been sold at the balance sheet date for their net book values, due to the availability of roll-over relief.
The historical cost and related depreciation of Group properties are set out below:
| Freehold properties £m | Long leasehold properties £m | Short leasehold properties £m | |
|---|---|---|---|
| Group | |||
| Historical cost at end of year | 106.2 | 78.0 | 47.3 |
| Aggregate depreciation based on historical cost | (21.5) | (27.6) | (27.7) |
| 84.7 | 50.4 | 19.6 | |
21 Investments in Group Undertakings (as listed here)
| Cost £m | Provision £m | Net book Value £m | |
|---|---|---|---|
| Company | |||
| At beginning and end of year | 1,742.4 | (3.9) | 1,738.5 |
22 Investments in Joint ventures and Associates
| Cost of shares £m | Loans £m | Share post acquisition retained reserves £m | Total £m | |
|---|---|---|---|---|
| Joint ventures | ||||
| Group | ||||
| At beginning of year | 40.9 | 7.6 | (17.5) | 31.0 |
| Additions | – | 1.8 | – | 1.8 |
| Disposals | (1.2) | (0.1) | – | (1.3) |
| Share of retained reserves | – | – | (2.0) | (2.0) |
| Exchange adjustment | (0.8) | – | (0.1) | (0.9) |
| Reclassifications | 4.1 | (1.5) | (7.9) | (5.3) |
| At end of year | 43.0 | 7.8 | (27.5) | 23.3 |
Information on principal joint ventures from the latest available accounts
(all incorporated in Great Britain and registered and operating in England and Wales unless otherwise stated).
| Note | Principal activity | Year ended | Description of holding | Group interest % | |
|---|---|---|---|---|---|
| Unlisted | |||||
| Greenland Interactive Limited | ii | Telephone information services | 31 Dec 03 | Ordinary | 50.0% |
| Zoom.co.uk Limited | ii | E-commerce internet portal | 31 Aug 04 | Ordinary | 50.0% |
| Brisbane FM Radio Pty Limited (incorporated and operating in Australia) | ii | Independent radio operator | 30 Sep 04 | Ordinary | 50.0% |
| DMG Radio (Perth) Pty Limited (incorporated and operating in Australia) | ii | Independent radio operator | 30 Sep 04 | Ordinary | 50.0% |
| California Market Centre LLC (incorporated and operating in the USA) | ii | Owner and operator of an apparel and gift mart | 31 Dec 03 | Common Stock | 20.0% |
| Cost of shares £m | Loans £m | Share of post acquisition retained reserves £m | Total £m | |
|---|---|---|---|---|
| Associates | ||||
| Group | ||||
| At beginning of year | 221.6 | 5.8 | (91.7) | 135.7 |
| Additions | 1.5 | 2.3 | – | 3.8 |
| Share of retained reserves | – | – | (16.2) | (16.2) |
| Reclassifications | (7.8) | (4.5) | 11.2 | (1.1) |
| Exchange adjustment | (3.8) | – | 0.4 | (3.4) |
| Disposals | (0.6) | – | – | (0.6) |
| At end of year | 210.9 | 3.6 | (96.3) | 118.2 |
Associates
Information on principal associates from the latest available accounts (all incorporated and operating in Great Britain unless otherwise stated).
| Note | Principal activity | Year ended | Description of holding | Group interest % | |
|---|---|---|---|---|---|
| Listed | |||||
| \GWR Group plc | i, ii | Independent radio operator | 31 Mar 04 | Ordinary | 29.90% |
| Unlisted | |||||
| George Little Management LLC (incorporated and operating in the USA) | ii, iii | Organisers of trade exhibitions | 30 Sep 04 | Class A and B membership interests | 25.00% |
| Independent Television News Limited | ii | Independent TV news provider | 31 Dec 03 | Ordinary | 20.00% |
| Shopcreator plc | ii, iv | Internet e-commerce software provider | 31 Dec 03 | Ordinary | 17.00% |
| Western Exhibitors LLC (incorporated and operating in the USA) | ii | Organisers of trade exhibitions | 30 Sep 04 | Membership interests | 25.00% |
| Indigo Holidays Limited | ii | Tour operator | 30 Jun 04 | Ordinary | 38.00% |
(i) The market value of the listed shares at 3rd October, 2004 was £97.6 million (2003 £89.0 million).
(ii) Joint ventures have been accounted for under the gross equity method and associates under the net equity method using unaudited accounts to 3rd October, 2004, provided in the case of listed associates that such information is public information at the latest practicable date for inclusion by the Group.
(iii) As part of a prior year transaction to acquire a 25% interest in George Little Management LLC, the Group receives a preferred profit distribution of US$1.5 million for the first five years to November 2005. The purchase agreement included ‘put and call options’ for the balance of the shares. Details of these commitments are given in Note 37.
(iv) The Group has significant influence in Shopcreator plc and participates in its direction through board representation, even though its holding is below 20%.
(v) Share of post-acquisition reserves is stated after deducting goodwill written off directly against reserves of £32.8 million (2003 £32.8 million). The carrying value of joint ventures and associates includes goodwill on acquisition by the Group, less cumulative amortisation, of £124.9 million (2003 £141.1 million). The charge for the year was £16.2 million (2003 £11.0 million) (Note 4).
| Note | Group (restated)* £m | |
|---|---|---|
| Cost | ||
| At beginning of year as previously reported | 27.5 | |
| Prior year adjustment | 34 | (27.5) |
| As restated and at end of year | – | |
| Group £m | Company £m | |
|---|---|---|
| Cost or valuation | ||
| At beginning of year | 40.8 | 0.9 |
| Additions | 0.2 | 0.1 |
| Disposals | (3.3) | – |
| Transfer | (0.7) | – |
| Provided during year | 0.6 | 0.2 |
| Exchange adjustment | (0.2) | – |
| At end of year | 37.4 | 1.2 |
Investments are analysed as follows:
| Group | Company | ||||
|---|---|---|---|---|---|
| Note | 2004 £m | 2003 £m | 2004 £m | 2003 £m | |
| Listed | |||||
| Reuters Group plc | i | 16.9 | 20.0 | – | – |
| Unlisted | |||||
| XAP Corporation Inc | 12.0 | 12.0 | – | – | |
| Other | 8.5 | 8.8 | 1.2 | 0.9 | |
| 20.5 | 20.8 | 1.2 | 0.9 | ||
| 37.4 | 40.8 | 1.2 | 0.9 | ||
Information on principal investments, taken from latest published accounts (incorporated in Great Britain unless stated otherwise).
| Note | Class of holding | Group interest % | |
|---|---|---|---|
| Reuters Group plc | i | Ordinary | 0.9% |
| The Press Association Limited | Ordinary | 15.6% | |
| XAP Corporation Inc (taken from the shareholders’ agreement; incorporated and operating in the USA) | Preferred | 18.5% | |
(i) The market value of the listed investments at 3rd October, 2004 was £35.6 million (2003 £28.6 million).
* See Note 34
25 Stocks and Work in Progress
| 2004 £m | 2003 £m | |
|---|---|---|
| Group | ||
| Raw materials and consumables | 13.2 | 14.9 |
| Work in progress | 10.5 | 13.2 |
| Finished goods | 1.1 | 1.2 |
| 24.8 | 29.3 | |
The replacement cost of stocks and work in progress is not materially different from that shown above.
| Group | Company | ||||
|---|---|---|---|---|---|
| Note | 2004 £m | 2003 £m | 2004 £m | 2003 £m | |
| Amounts falling due within one year | |||||
| Trade debtors | 284.7 | 296.7 | – | – | |
| Amounts owed by Group undertakings | – | – | 39.0 | 31.2 | |
| Prepayments and accrued income | 96.7 | 82.5 | 7.8 | – | |
| Corporation tax | i | – | – | 10.0 | 8.9 |
| Deferred tax asset | ii, "31i"::/2004/financialsection/notestothebalancesheet/#31i | 11.5 | 12.0 | 1.0 | – |
| Other debtors | 16.6 | 16.7 | 1.3 | 0.6 | |
| 409.5 | 407.9 | 59.1 | 40.7 | ||
| Amounts falling due after one year | |||||
| Trade debtors | 5.2 | – | – | – | |
| Prepayments and accrued income | 3.0 | – | – | – | |
| Other debtors | 11.6 | 9.6 | – | – | |
| 19.8 | 9.6 | – | – | ||
| 429.3 | 417.5 | 59.1 | 40.7 | ||
(i) The Company’s corporation tax debtor represents amounts due from subsidiaries for Group relief.
(ii) The Group’s deferred tax asset primarily represents certain overseas tax losses.
27 Treasury Information
An overview of treasury policies is included within the Financial and Treasury Review here.
Short term debtors and creditors have been excluded from all of the following disclosures, other than those relating to currency risk.
Currency exposures
The following table shows the degree to which companies within the Group have net monetary assets/(liabilities) in currencies other than their functional currency. Translation differences are taken to the profit and loss account of both Group companies and of the Group.
| Functional currency of Group company | Net foreign currency monetary assets/(liabilities) | |||
|---|---|---|---|---|
| Sterling £m | US dollar £m | Other £m | Total £m | |
| 2004 | ||||
| Sterling | – | 1.4 | 0.7 | 2.1 |
| Other | (1.2) | 5.9 | (6.1) | (1.4) |
| (1.2) | 7.3 | (5.4) | 0.7 | |
| 2003 | ||||
| Sterling | – | 7.4 | 0.2 | 7.6 |
| Other | (0.4) | (0.2) | 0.1 | (0.5) |
| (0.4) | 7.2 | 0.3 | 7.1 | |
Currency and Interest Rate Composition of Financial Assets
| Currency | Total | Floating rate financial assets £m | Fixed rate financial assets £m | Non interest bearing financial assets £m |
|---|---|---|---|---|
| 2004 | ||||
| Sterling | 55.9 | 55.5 | – | 0.4 |
| US dollar | 44.7 | 29.0 | 0.7 | 15.0 |
| Australian dollar | 6.5 | 3.8 | – | 2.7 |
| Canadian dollar | 0.4 | 0.4 | – | – |
| Other | 22.6 | 18.0 | 2.9 | 1.7 |
| 130.1 | 106.7 | 3.6 | 19.8 | |
| Of which: | ||||
| Reuters shares | 16.9 | 16.9 | – | – |
| Unlisted investments | 20.5 | 0.7 | – | 19.8 |
| Short term investments | 4.7 | 1.1 | 3.6 | – |
| Cash | 88.0 | 88.0 | – | – |
| 130.1 | 106.7 | 3.6 | 19.8 | |
| Currency | Total | Floating rate financial assets £m | Fixed rate financial assets £m | Non interest bearing financial assets £m |
|---|---|---|---|---|
| 2003 as restated to achieve a more consistent presentation | ||||
| Sterling | 25.6 | 23.6 | – | 2.0 |
| US dollar | 40.1 | 25.0 | – | 15.1 |
| Australian dollar | 10.3 | 7.8 | – | 2.5 |
| Canadian dollar | 0.7 | 0.7 | – | – |
| Other | 12.5 | 12.5 | – | – |
| 89.2 | 69.6 | – | 19.6 | |
| Of which: | ||||
| Reuters shares | 20.0 | 20.0 | – | – |
| Unlisted investments | 20.8 | 1.2 | – | 19.6 |
| Short term investments | 3.6 | – | 3.6 | – |
| Cash | 44.8 | 44.8 | – | – |
| 89.2 | 66.0 | 3.6 | 19.6 | |
Committed Borrowing Facilities
The following undrawn committed borrowing facilities were available to the Group on 3rd October, 2004 and at 28 September, 2003, in respect of which all conditions precedent had been met:
| 2004 £m | 2003 £m | |
|---|---|---|
| Expiring in less than one year | 198.2 | – |
| Expiring in more than one year but not more than two years | – | – |
| Expiring in more than two years | – | 189.9 |
| 198.2 | 189.9 |
On 4th October, 2004 the Group renewed its committed £300 million bank borrowing facilities for a 5 year period.
Financial Liability Maturity Profile
The maturity profile of the carrying value of the Group’s financial liabilities at the end of the year was as follows:
| 2004 £m | 2003 £m | |
|---|---|---|
| In one year or less, or on demand | 200.4 | 48.4 |
| In more than one year but not more than two years | 15.0 | 205.9 |
| In more than two years but not more than five years | 20.2 | 21.1 |
| In more than five years | 661.8 | 665.4 |
| 897.4 | 940.8 |
Financial Asset Maturity Profile
The maturity profile of the carrying value of the Group’s financial assets at the end of the year was as follows:
| 2004 £m | 2003 £m | |
|---|---|---|
| In one year or less, or on demand | 130.1 | 89.2 |
Currency Profile of Financial Liabilities
The currency profile of financial liabilities, stated after taking account of applicable derivative instruments as at 3rd October, 2004 and at 28 September 2003, was as follows:
| Currency | Total £m | Floating rate financial assets £m | Fixed rate financial assets £m |
|---|---|---|---|
| 2004 | |||
| Sterling | 673.4 | 116.6 | 556.8 |
| US dollar | 168.6 | 63.7 | 104.9 |
| Australian dollar | 50.1 | 13.7 | 36.4 |
| Other | 5.3 | 5.3 | – |
| 897.4 | 199.3 | 698.1 | |
| 2003 | |||
| Sterling | 802.9 | 181.2 | 621.7 |
| US dollar | 116.3 | 28.9 | 87.4 |
| Australian dollar | 21.4 | 7.2 | 14.2 |
| Other | 0.2 | 0.2 | – |
| 940.8 | 217.5 | 723.3 | |
The above tables do not take into consideration the effect of US dollar and Australian dollar forward contracts which are used by the Group to create ‘synthetic currency debt’. The impact of including these derivatives on the above table would be as set out below:
| Currency | Total £m | Floating rate financial assets £m | Fixed rate financial assets £m |
|---|---|---|---|
| 2004 | |||
| Sterling | 611.7 | 54.9 | 556.8 |
| US dollar | 229.0 | 124.1 | 104.9 |
| Australian dollar | 51.4 | 15.0 | 36.4 |
| Other | 5.3 | 5.3 | – |
| 897.4 | 199.3 | 698.1 | |
| 2003 | |||
| Sterling | 619.1 | (2.6) | 621.7 |
| US dollar | 272.7 | 185.3 | 87.4 |
| Australian dollar | 48.8 | 34.6 | 14.2 |
| Other | 0.2 | 0.2 | – |
| 940.8 | 217.5 | 723.3 | |
At the year end, the Group had a number of fixed interest rate swaps outstanding. These amounted to US$10 million (2003 US$60 million) at a rate of 5.0025% (2003 6.375% and 5.0025%) and Aus$ Nil (2003 Aus$10 million) at a rate of Nil % (2003 6.575%).
The Group also had outstanding floating rate interest rate swaps of £75 million (2003 £75 million) at rates between 4.47875% and 4.80875% (2003 3.5653% and 3.5901%).
The Group also had outstanding cross currency fixed to fixed swaps. These amounted to £83 million/US$140 million (2003 £39 million/US$65 million) resulting in the Group paying fixed US dollar interest at rates of between 2.615% and 4.3515% (2003 2.615%), £35 million/Aus$85 million (2003 £10 million/Aus$25 million ) with the Group paying fixed Australian dollar interest at rates of between 5.66% and 6.44% (2003 5.66%) and JPY 19.9bn/Aus$252 million (2003 Nil) resulting in the Group paying fixed Japanese Yen interest of 0.9% (2003 Nil %).
The Group also had outstanding a number of interest rate caps. These amounted to US$80 million (2003 US$130 million) at rates of between 4% and 6% (2003 4% and 6%) and Aus$25 million (2003 Aus$50 million) at rates of between 6% and 7% (2003 6% and 7%).
Interest Rate Risk Profile of Fixed Rate Financial Liabilities
| Currency | Weighted average interest rate % | Weighted average period of which rate is fixed Years |
|---|---|---|
| 2004 | ||
| Sterling | 8.32% | 10.6 |
| US dollar | 3.59% | 3.4 |
| Australian dollar | 6.08% | 4.1 |
| 2003 | ||
| Sterling | 7.92% | 11.8 |
| US dollar | 3.30% | 4.2 |
| Australian dollar | 5.90% | 3.8 |
Floating rate financial liabilities comprise Sterling-denominated bank borrowings and lease finance that bear interest at rates based on LIBOR, Sterling loan notes that bear interest at rates based upon LIBID and Australian and US dollar denominated borrowings that bear interest based upon LIBOR. A bank loan also exists that carries interest, based upon US dollar Prime.
Fair value of Financial Assets and Liabilities
Where available, market prices have been used to derive fair value. Forward foreign exchange contracts have been valued, using the closing forward rate of exchange on 3rd October, 2004 and at 28th September, 2003 for the same forward value rate.
| Book Value 2004 £m | Fair Value 2004 £m | |
|---|---|---|
| Primary financial instruments held or issued | ||
| Short term financial liabilities and current portion of long term borrowings | (200.4) | (200.4) |
| Long term borrowings and long term element of deferred consideration | (697.0) | (769.3) |
| Financial Assets | 130.1 | 148.8 |
| Book Value 2003 £m | Fair Value 2003 £m | |
|---|---|---|
| Primary financial instruments held or issued to finance the Group’s operations | ||
| Short term financial liabilities and current | ||
| portion of long term borrowings | (48.4) | (48.4) |
| Long term borrowings and long term element of deferred consideration | (892.4) | (984.5) |
| Financial Assets | 89.2 | 97.4 |
Derivative financial instruments, held to manage the interest rate and currency profile comprise interest rate swaps and forward currency contracts. The book value of these instruments at the year end was £Nil (2003 £Nil) and the fair value was an asset of £3.0 million (2003 £8.0 million).
Hedges
Unrecognised gains and losses on hedging instruments and the movements therein are as follows:
| Gains | Losses | Total | |
|---|---|---|---|
| Unrecognised gains and losses on hedges as at 28 September, 2003 | 13.3 | (5.3) | 8.0 |
| Gains and losses arising in previous years that were recognised in 2004 | 10.3 | 0.1 | 10.4 |
| Gains and losses arising before 28 September, 2003 that were not recognised in 2004 | 23.6 | (5.2) | 18.4 |
| Gains and losses arising in 2004 that were not recognised in 2004 | (10.4) | (5.0) | (15.4) |
| Unrecognised gains and losses on hedges as at 03 October, 2004 | 13.2 | (10.2) | 3.0 |
| Of which : | |||
| Gains and losses expected to be recognised in the year ended 02 October, 2005 | 3.9 | (1.7) | 2.2 |
| Gains and losses expected to be recognised in the year ended 01 October, 2006 or later | 9.3 | (8.5) | 0.8 |
| 2004 £m | 2003 £m | |
|---|---|---|
| Group | ||
| Cost | 4.7 | 3.6 |
These investments comprise bank deposits and other similar investments with original maturities exceeding one day.
| 2004 £m | Group (restated)* 2003 £m | 2004 £m | Company 2003 £m | ||
|---|---|---|---|---|---|
| Due within one year | |||||
| Bank overdrafts | 1.3 | 0.3 | 2.3 | – | |
| Short term bank loans | i, ii | 93.2 | 20.9 | 28.0 | 20.7 |
| Bonds | iv | 87.7 | – | 87.7 | – |
| Loan notes | iii | 12.7 | 14.8 | 3.7 | 4.1 |
| Obligations under finance leases | vi | 5.5 | 12.4 | – | – |
| Trade creditors | 85.4 | 95.9 | – | – | |
| Interest payable | 32.4 | – | 31.6 | – | |
| Amounts owing to Group undertakings | – | – | 95.2 | 55.3 | |
| Corporation tax | 107.8 | 62.0 | – | – | |
| Other taxation and social security | 29.7 | 27.6 | – | – | |
| Deferred consideration | 31.5 | 18.1 | – | – | |
| Other creditors | 22.9 | 23.9 | – | 27.2 | |
| Accruals and deferred income | 312.7 | 298.8 | 17.3 | 25.8 | |
| Dividend | 30.0 | 27.2 | 30.0 | – | |
| 852.8 | 601.9 | 295.8 | 133.1 | ||
(i) Short term bank loans of £93.2 million (2003 £20.9 million) are drawn on bank facilities expiring within one year at the balance sheet date and have thus been classified within creditors due within one year. On 4th October, 2004 the Group renewed its committed bank borrowing facilities for a 5 year period.
(ii) The Group’s bank loans are denominated in US dollars, Australian dollars and sterling. The interest rates on these borrowings ranged from 2.2% to 5.93% (2003 1.61% to 5.47%).
(iii) Loan notes attract interest at approximately LIBID to LIBID minus 1% and were issued as part of the consideration for various acquisitions. The loan notes are repayable at the option of the loan note holder.
| 2004 £m | Group 2003 £m | 2004 £m | Company 2003 £m | ||
|---|---|---|---|---|---|
| Due after more than one year | |||||
| 9.75% Eurobonds 2005 | iv | – | 87.6 | – | 87.6 |
| 7.5% Eurobonds 2013 | iv | 302.4 | 302.6 | 302.4 | 302.6 |
| 5.75% Eurobonds 2018 | iv | 173.8 | 173.7 | 173.8 | 173.7 |
| 10% Eurobonds 2021 | iv | 181.4 | 181.9 | 181.4 | 181.9 |
| Bank loans | v | 0.2 | 101.1 | – | 25.0 |
| Long term loans | 657.8 | 846.9 | 657.6 | 770.8 | |
| Obligations under finance leases | vi | 14.3 | 26.3 | – | – |
| Deferred consideration | 24.9 | 19.2 | – | – | |
| Other creditors | 6.8 | 5.2 | – | – | |
| 703.8 | 897.6 | 657.6 | 770.8 | ||
* See Note 34
| 2004 £m | Group 2003 £m | 2004 £m | Company 2003 £m | |
|---|---|---|---|---|
| The nominal values of the bonds are as follows | ||||
| 9.75% Eurobonds 2005 | 87.7 | 87.7 | 87.7 | 87.7 |
| 7.5% Eurobonds 2013 | 300.0 | 300.0 | 300.0 | 300.0 |
| 5.75% Eurobond 2018 | 175.0 | 175.0 | 175.0 | 175.0 |
| 10% Eurobonds 2021 | 165.0 | 165.0 | 165.0 | 165.0 |
| 727.7 | 727.7 | 727.7 | 727.7 | |
(iv) In accordance with FRS 4, the Group’s bonds have been adjusted from their nominal values to offset the unamortised issue costs of £3.8 million (2003 £4.3 million). The issue costs are being amortised over the expected lives of the bonds.
(v) The Group’s bank loans, payable after more than one year in the prior period were denominated in US dollars, Australian dollars and sterling. The interest rates on these borrowings ranged from 1.61% to 5.465%.
(vi) The interest rates on finance leases were approximately 8% (2003 8%).
(vii) The Group’s long term borrowings are repayable as follows:
| Eurobonds £m | Other long term loans £m | Finance leases £m | Total £m | |
|---|---|---|---|---|
| 2004 | ||||
| Group | ||||
| Between 1-2 years | – | – | 6.6 | 6.6 |
| Between 2-5 years | – | 0.1 | 3.6 | 3.7 |
| Over five years | 657.6 | 0.1 | 4.1 | 661.8 |
| 657.6 | 0.2 | 14.3 | 672.1 | |
| 2003 | ||||
| Group | ||||
| Between 1-2 years | – | 100.8 | 12.1 | 112.9 |
| Between 2-5 years | 87.6 | 0.1 | 8.7 | 96.4 |
| Over five years | 658.2 | 0.2 | 5.5 | 663.9 |
| 745.8 | 101.1 | 26.3 | 873.2 | |
Details of creditors not wholly repayable within 5 years are as follows:
| Total £m | 2004 Due after 5 years £m | Total £m | 2003 Due after 5 years £m | |
|---|---|---|---|---|
| 7.5% bonds 2013 | 302.4 | 302.4 | 302.6 | 302.6 |
| 5.75% bonds 2018 | 173.8 | 173.8 | 173.7 | 173.7 |
| 10% bonds 2021 | 181.4 | 181.4 | 181.9 | 181.9 |
| Bank loans | 93.4 | 0.1 | 122.0 | 0.2 |
| Obligations under finance leases | 19.8 | 4.1 | 38.7 | 5.5 |
| 770.8 | 661.8 | 818.9 | 663.9 |
(ix) Leases over five years are repaid by instalments.
(x) The Company’s long term borrowings are repayable as follows:
| 2004 Bonds £m | 2004 Bank Loans £m | 2003 Bonds £m | 2003 Bank Loans £m | |
|---|---|---|---|---|
| Company | ||||
| Between 1-2 years | – | – | – | 25.0 |
| Between 2-5 years | – | – | 87.6 | – |
| Over five years | 657.6 | – | 658.2 | – |
| 657.6 | – | 745.8 | 25.0 | |
30 Provisions for Liabilities and Charges
| Group | Company | ||||
|---|---|---|---|---|---|
| Note | 2004 £m | 2003 £m | 2004 £m | 2003 £m | |
| Deferred taxation | 31 | 49.3 | 47.1 | – | – |
| Other provisions | 13.3 | 13.0 | 0.9 | 0.7 | |
| 62.6 | 60.1 | 0.9 | 0.7 | ||
Movements on other provisions were as follows:
| Note | Share options £m | Lease £m | Redundancy and reorganisation £m | Pensions £m | Legal £m | Other £m | Total £m | |
|---|---|---|---|---|---|---|---|---|
| Group | ||||||||
| At beginning of year as previously reported | 2.5 | 0.2 | 1.3 | 0.8 | 3.3 | 7.4 | 15.5 | |
| Prior year adjustment | 34 | (2.5) | – | – | – | – | – | (2.5) |
| As restated | – | 0.2 | 1.3 | 0.8 | 3.3 | 7.4 | 13.0 | |
| Charged during year | – | 0.6 | 0.6 | 0.3 | 5.0 | 9.8 | 16.3 | |
| Utilised during year | – | – | (1.7) | – | (4.5) | (8.7) | (14.9) | |
| Owned by subsidiaries disposed of | – | – | – | – | – | (1.1) | (1.1) | |
| At end of year | – | 0.8 | 0.2 | 1.1 | 3.8 | 7.4 | 13.3 | |
The provisions are expected to be utilised within the next financial period.
| Pensions £m | Other £m | Total £m | |
|---|---|---|---|
| Company | |||
| At beginning of year | 0.3 | 0.4 | 0.7 |
| Charged during year | 0.4 | – | 0.4 |
| Utilised during year | – | (0.1) | (0.1) |
| At end of year | 0.7 | 0.3 | 1.0 |
| Group | Company | ||||
|---|---|---|---|---|---|
| Note | 2004 £m | 2003 £m | 2004 £m | 2003 £m | |
| Accelerated capital allowances | 42.2 | 40.9 | (1.0) | ||
| Unamortised goodwill | (0.5) | – | – | – | |
| Goodwill offset against reserves | iv | 22.1 | 19.0 | – | – |
| Other timing differences | (0.7) | (1.7) | – | – | |
| Undiscounted provision for deferred tax | 63.1 | 58.2 | – | (1.0) | |
| Discount | iv | (25.3) | (23.1) | – | – |
| Discounted provision for deferred tax | 37.8 | 35.1 | – | (1.0) | |
| Disclosed within provisions | 30 | 49.3 | 47.1 | – | – |
| Disclosed within debtors | 26 | (11.5) | (12.0) | – | (1.0) |
| 37.8 | 35.1 | – | (1.0) | ||
Movements on the provision for deferred taxation were as follows:
| Group £m | Company £m | |
|---|---|---|
| At beginning of year | 35.1 | – |
| Owned by subsidiaries acquired | (0.3) | – |
| Owned by subsidiaries sold | 0.5 | – |
| Reclassification | (0.9) | – |
| Net charge/(credit) to profit and loss account | 3.1 | (1.0) |
| Exchange differences | 0.3 | – |
| At end of year | 37.8 | (1.0) |
Contingent (assets)/liabilities and gains in respect of deferred taxation, not included in the balance sheet, were as follows:
| Group | Company | ||||
|---|---|---|---|---|---|
| Note | 2004 £m | 2003 £m | 2004 £m | 2003 £m | |
| Other timing differences | i | (29.9) | (32.4) | – | – |
(i) The deferred tax assets disclosed in note "26"::/2004/financialsection/notestothebalancesheet/#26 in respect of overseas tax losses, relate primarily to trading losses incurred in the US and have been recognised on the basis that the Directors are of the opinion based on recent and forecast trading, that sufficient suitable taxable profits will be generated in the relevant territories in future accounting periods, such that it is considered more likely than not than these assets will be recovered. The unrecognised deferred tax asset of £29.9 million (2003 £32.4 million) above relates primarily to overseas tax losses where there is insufficient certainty that these losses will be utilised in the immediate future.
(ii) No deferred tax has been provided on revalued assets due to the availability of realised capital losses for which no deferred tax asset has been recognised.
(iii) There are additional unprovided capital losses carried forward which have not yet been agreed with the Inland Revenue.
(iv) The Group is able to obtain tax relief in some overseas territories for the cost of goodwill arising on its acquisitions of some businesses. In certain cases the goodwill was written off to reserves under the transitional rules set out in FRS 10. Utilisation of the available tax relief in the overseas territories gives rise to a timing difference as set out above. The potential timing differences will only reverse on sale of the relevant businesses. As the relevant businesses are considered core to the Group there is currently no intention to dispose of them. The potential reversal is so far into the future that after discounting, the potential liability becomes insignificant. The effect of discounting the Group’s accelerated capital allowances is a credit of £3.2 million (2003 £4.1 million). The effect of discounting the Group’s other deferred tax assets and liabilities is not material.
| Authorised | Alloted and fully paid | |||
|---|---|---|---|---|
| 2004 £m | 2003 £m | 2004 £m | 2003 £m | |
| Ordinary shares of 12.5 pence each | 2.5 | 2.5 | 2.5 | 2.5 |
| A’ Ordinary Non-Voting shares of 12.5 pence each | 48.5 | 48.5 | 47.7 | 47.7 |
| 51.0 | 51.0 | 50.2 | 50.2 | |
| Authorised | Alloted and fully paid | ||||
|---|---|---|---|---|---|
| Note | 2004 £m | 2003 £m | 2004 £m | 2003 £m | |
| Ordinary shares | 20,000,000 | 20,000,000 | 19,886,472 | 19,886,472 | |
| ‘A’ Ordinary Non-Voting shares | i, ii, iii | 388,000,000 | 388,000,000 | 381,421,648 | 381,385,648 |
| 408,000,000 | 408,000,000 | 401,308,120 | 401,272,120 | ||
(i) The two classes of shares are equal in all respects, except that the ‘A’ Ordinary Non-Voting shares do not have voting rights and hence their holders are not entitled to vote at general meetings of the Company.
(ii) During the year, 36,000 ‘A’ Ordinary Non-Voting shares were allotted for aggregate consideration of £168,620 under the terms of the Company’s 1989 and 1997 Executive Share Option schemes.
(iii) At 3rd October, 2004, options were outstanding under the terms of the Company’s 1989 and 1997 Executive Share Option Schemes over a total of 4,700,500 (2003 4,155,735) ‘A’ Ordinary Non-Voting shares as follows:
| Number of shares under option | Option price per share | Normal date from which exercisable | Expiry date | ||||
|---|---|---|---|---|---|---|---|
| Note | 2004 £m | 2003 £m | |||||
| 1989 Executive Share Option Scheme | |||||||
| * | – | 16,000 | £2.445 | 16 Dec 97 | 16 Dec 04 | ||
| – | 16,000 | ||||||
| 1997 Executive Share Option Scheme | |||||||
| * | 246,000 | 302,000 | £4.070625 | 12 Jun 00 | 12 Jun 07 | ||
| * | 24,000 | 24,000 | £4.30 | 21 Jul 00 | 21 Jul 07 | ||
| * | 24,000 | 24,000 | £4.7375 | 12 Dec 00 | 12 Dec 07 | ||
| – | 20,000 | £6.475 | 15 Dec 01 | 30 Sep 03 | |||
| * | – | 12,000 | £6.475 | 15 Dec 01 | 31 Mar 04 | ||
| * | 24,000 | – | £6.475 | 15 Dec 01 | 10 Mar 05 | ||
| * | 634,000 | 702,000 | £6.475 | 15 Dec 01 | 15 Dec 08 | ||
| – | 17,000 | £10.295 | 23 Dec 02 | 30 Sep 03 | |||
| – | 10,000 | £10.295 | 23 Dec 02 | 31 Dec 03 | |||
| – | 10,000 | £10.295 | 23 Dec 02 | 29 Feb 04 | |||
| – | 12,000 | £10.295 | 23 Dec 02 | 31 Mar 04 | |||
| vi | 20,000 | – | £10.295 | 23 Dec 02 | 10 Mar 05 | ||
| vi | 516,000 | 572,000 | £10.295 | 23 Dec 02 | 23 Dec 09 | ||
| – | 10,000 | £10.96 | 16 Jun 03 | 16 Dec 03 | |||
| vi | 24,000 | 24,000 | £10.96 | 16 Jun 03 | 16 Jun 10 | ||
| – | 12,000 | £8.34 | 18 Dec 03 | 31 Dec 03 | |||
| * | – | 45,000 | £8.34 | 18 Dec 03 | 18 Jun 04 | ||
| vii * | 15,000 | – | £8.34 | 18 Dec 03 | 10 Mar 05 | ||
| vii * | 608,000 | 641,000 | £8.34 | 18 Dec 03 | 18 Dec 10 | ||
| viii * | 65,500 | 65,500 | £7.25 | 11 Jul 04 | 11 Jul 11 | ||
| – | 6,000 | £6.45 | 14 Dec 04 | 31 Dec 03 | |||
| ix | 40,000 | 32,000 | £6.45 | 14 Dec 04 | 14 Jun 05 | ||
| ix | 538,000 | 566,000 | £6.45 | 14 Dec 04 | 14 Dec 11 | ||
| ix | 10,000 | 10,000 | £6.48 | 02 Jan 05 | 02 Jan 12 | ||
| ix | 90,000 | 90,000 | £6.45 | 21 Jan 05 | 21 Jan 12 | ||
| – | 5,000 | £5.73 | 16 Dec 05 | 31 Dec 03 | |||
| 5,000 | – | £5.73 | 30 Sep 04 | 31 Mar 05 | |||
| 22,000 | 13,000 | £5.73 | 16 Dec 05 | 16 Jun 06 | |||
| 795,500 | 847,235 | £5.73 | 16 Dec 05 | 16 Dec 12 | |||
| 68,000 | 68,000 | £5.815 | 02 Jan 06 | 02 Jan 13 | |||
| 222 | – | £6.075 | 30 Sep 04 | 31 Mar 05 | |||
| 14,778 | – | £6.075 | 08 Dec 06 | 08 Jun 07 | |||
| 911,500 | – | £6.075 | 08 Dec 06 | 08 Dec 13 | |||
| 5,000 | – | £6.84 | 16 Jun 07 | 16 Jun 14 | |||
| 4,700,500 | 4,139,735 | ||||||
| 4,700,500 | 4,155,735 | ||||||
* vested
(iv) These options were granted at market value at the date of grant and none required any payment. They are not normally exercisable before the third anniversary of the date of grant and in all circumstances will lapse if not exercised within ten years.
(v) In the case of the 1997 Executive Share Option Scheme, they are normally exercisable only when the relevant performance conditions have been met. The first condition is that, in respect of four out of six consecutive monthly calculation dates (which start in the thirtieth month following the date of grant of a particular option), the total shareholder return (‘TSR’) of the Company must exceed that of the FTSE 100 index. Secondly, there must be real growth in earnings per share over a period of three consecutive financial years.
(vi) The TSR condition has not been met so far in respect of the options granted in December 1999 or June 2000. As a consequence, these options have not vested yet. The eps condition was met in the year ended 28th September, 2003.
(vii) Options granted on 18th December, 2000 at £8.34 per share vested on 29th February, 2004 when the TSR condition was met, the eps condition having been met in the year ended 28th September, 2003.
(viii) Options granted on 11th July, 2001 at £7.25 per share vested on 11th July, 2004 since the eps condition was met in the year ended 28th September, 2003 and the TSR condition on 30th April, 2004.
(ix) Options granted in December 2001 at £6.45 per share and in January, 2002 at £6.45 and £6.48 will vest after three years since both the TSR and the eps conditions have been met at the first opportunity.
(x) Movements on the two executive share option schemes were as follows:
| 1989 Share Number | 1997 Share Number | Total Number | |
|---|---|---|---|
| At beginning of year | 16,000 | 4,139,735 | 4,155,735 |
| Granted | – | 960,500 | 960,500 |
| Exercised | (16,000) | (86,470) | (102,470) |
| Lapsed | – | (313,265) | (313,265) |
| At end of year | – | 4,700,500 | 4,700,500 |
| Note | Group £m | Company £m | |
|---|---|---|---|
| Share premium | |||
| At beginning of year | 7.1 | 7.0 | |
| Issue of shares | 0.2 | 0.3 | |
| At end of year | 7.3 | 7.3 | |
| Revaluation reserve | |||
| At beginning of year | 74.2 | – | |
| Transfer to profit and loss account | i | (2.1) | – |
| At end of year | 72.1 | – | |
| Other reserves | ii | ||
| At beginning of year as previously reported | – | – | |
| Prior year adjustment | 34 | (27.5) | – |
| As restated | (27.5) | – | |
| Additions | (32.6) | (28.2) | |
| Disposals | 31.9 | – | |
| LTIP Charge | 2.5 | 2.5 | |
| At end of year | (25.7) | (25.7) | |
| Profit and loss account | |||
| At beginning of year as previously reported | 206.8 | 941.8 | |
| Prior year adjustment | 34 | (0.2) | |
| As restated | 206.6 | 941.8 | |
| Retained profit for the year | 18.0 | (16.6) | |
| Transfer from revaluation reserve | i | 2.1 | – |
| Loss on sale of investment in own shares | (3.8) | – | |
| Unrealised loss on disposal of minority interest | (2.4) | – | |
| Goodwill reinstated on unrealised loss on disposal of minority interest | 5.0 | – | |
| Currency translation differences on foreign currency net investments | 28.3 | – | |
| Taxation on translation differences | (7.9) | – | |
| Minority interests | 2.3 | – | |
| Adjustment to deferred consideration in respect of goodwill previously written off to reserves | iii | (3.0) | – |
| Goodwill written back on disposal and closure of businesses | 36, iii | 61.6 | – |
| At end of year | 306.8 | 925.2 | |
| Total Reserves – 2004 | 360.5 | 906.8 | |
| Total Reserves – 2003 (restated see note 34) | 288.1 | 948.8 | |
(i) The transfer from the revaluation reserve recognises the progressive realisation of a previously unrealised gain on disposal of businesses to GWR Group plc, as the goodwill on the interest in GWR is amortised.
(ii) As required by UITF Abstract 38 the Group’s investment in its own shares is now classified within shareholders’ funds as an other reserve. At 3rd October, 2004 this investment comprised the cost of 4,213,000 ‘A’ Ordinary Non-Voting shares (2003 3,627,687 shares). The market value of these shares at 3rd October, 2004 was £30.7 million (2003 £20.1 million).
The Treasury shares are considered to be a realised loss for the purposes of calculating distributable reserves.
(iii) At 3rd October, 2004, cumulative goodwill of continuing businesses of £626.6 million (2003 £683.9 million) had been written off against the profit and loss account.
34 Prior Year Adjustment
The financial information for the year has been prepared in accordance with the accounting policies adopted last year, as amended to reclassify the Group’s investment in its own shares within shareholders’ funds in accordance with UITF Abstract 38. The effect of this change is explained here under the heading, “Changes in Presentation of Financial Information”.
35 Summary of the Effects of Acquisitions
The principal acquisitions completed during the year and the dates of acquisition were
| IMN | January, 2004 |
| Jobsite | March, 2004 |
| Trepp LLC | April, 2004 |
| Bargain Pages | September, 2004 |
(i) The aggregate consideration for these and other businesses was £130.4 million, of which £102.3 million was paid during the year and an estimated amount of £25.0 million payable in the form of deferred consideration, dependant upon trading results. This deferred consideration has been discounted back to current values in accordance with FRS 7. In each case, the Group has used acquisition accounting to account for the purchase.
| Note | Book value and Fair value £m | |
|---|---|---|
| Net assets acquired: | ||
| Tangible fixed assets | 1.1 | |
| Stocks | 0.9 | |
| Debtors | 8.7 | |
| Cash | 10.6 | |
| Creditors and provisions | (12.7) | |
| Loan notes | (2.2) | |
| 6.4 | ||
| Satisfied by: | ||
| Cash | 101.5 | |
| Acquisition expenses | 0.8 | |
| Deferred consideration | 25.0 | |
| Transfer from associates | 1.4 | |
| Other | 1.7 | |
| 130.4 | ||
| Less: goodwill acquired | 19 | (124.0) |
| 6.4 | ||
(ii) In addition to the above the Group also acquired Australian radio licences. The principal acquisitions during the year and the dates of acquisition were
| Adelaide | October, 2003 |
| Brisbane | April, 2004 |
| Sydney | April, 2004 |
| Melbourne | August 2004 |
The aggregate cash consideration for these was £106.4 million.
36 Summary of the Effects of Disposals
The principal disposals completed during the year and their dates of disposal were
| Portfolio of Australian regional radio stations | September, 2004 |
The aggregate consideration for these and other businesses, was £83.5 million, all of which was received in the form of cash.
The impact of disposals on net assets was:
| Note | £m | |
|---|---|---|
| Net assets disposed of: | ||
| Intangible assets | 4.7 | |
| Tangible fixed assets | 9.8 | |
| Debtors | 5.8 | |
| Creditors and provisions | (3.9) | |
| 16.4 | ||
| Goodwill written back | 33 | 61.6 |
| Profit on disposal of businesses | 6 | 5.5 |
| 83.5 | ||
| Satisfied by: | ||
| Cash | 83.5 | |
| 2004 £m | Group 2003 £m | |
|---|---|---|
| Tangible fixed assets: | ||
| Contracted but not provided in the financial statements | 4.6 | 36.4 |
At 3rd October, 2004 the Group had annual commitments under non-cancellable operating leases as follows:
| Properties £m | 2004 Plant and equipment £m | Properties £m | 2003 Plant and equipment £m | |
|---|---|---|---|---|
| Operating leases which expire: | ||||
| within one year | 2.3 | 1.1 | 2.6 | 1.0 |
| between 2-5 years | 8.4 | 3.4 | 5.4 | 3.1 |
| over 5 years | 19.6 | – | 19.9 | 0.7 |
| 30.3 | 4.5 | 27.9 | 4.8 | |
Most property leases are subject to rent reviews.
The Group entered into arrangements with its ink suppliers to obtain ink for the period to 2005 at competitive prices and to secure supply. At the year end, the commitment to purchase ink over the period was £22.3 million (2003 £32.2 million). Following the year end new agreements were signed increasing the commitment to £126.9 million over a period of 6 years to 2010.
dmg world media USA acquired a 25% stake in George Little Management LLC in November 2000. The purchase agreement included ‘put and call’ arrangements to acquire the membership interests of the other members of GLM. The details are as follows:
(i) With effect from 1st October, 2005, the other members have the right to put their membership interests to the Group at a fair market value. The initial put to the Group cannot be less than 50% of the total outstanding membership interest.
(ii) On 1st October, 2010, the Group will increase its membership interests in GLM to 51%, subject to (i) above, by calling the appropriate number of membership interests held by the other members, at fair market value.
(iii) At 1st October, 2014 the Group is required to acquire any remaining membership interests which it does not own in GLM, at fair market value.
(iv) In certain circumstances, the Group is required to purchase the membership interests of individual members of GLM. These circumstances include disability, death, retirement and termination of employment.
38 Contingent Liabilities
Four writs claiming damages for libel have been issued in Malaysia against Euromoney Institutional Investor and three of its employees in respect of an article published in one of Euromoney’s magazines, International Commercial Litigation, in November 1995. The writs were served on Euromoney in October, 1996. The total amount claimed is 280 million Malaysian ringgits, £40.7 million (2003 £50.0 million). No provision has been made in these accounts since the Directors do not believe that Euromoney has any material liability in respect of these writs.
At 3rd October, 2004 the Group had outstanding commitments under forward foreign exchange derivatives amounting to £488.5 million (2003 £108.5 million).
At 3rd October, 2004 the Company had guaranteed borrowing facilities and finance leases of subsidiaries under which £85.2 million (2003 £114.4 million) were outstanding. The Company had also guaranteed a subsidiary’s interest rate derivatives with a principal value of £16.7 million (2003 £30.1 million) and letters of credit of £5.2 million (2003 £6.3 million).
In June 2003, California Market Centre LLC (“Cal Mart”), a joint venture of the Group, signed a five year US$82 million loan agreement. As manager of Cal Mart, the Group is liable for any default on Cal Mart’s loan caused by illegal activities, wilful or gross negligence, misrepresentation or similar circumstances. The Directors believe that the circumstances under which such a liability may arise are unlikely. The Group has also indemnified Cal Mart’s lenders for up to US$6.5 million through letters of credit.
39 Pension Arrangements
The Group operates several pension schemes covering most major UK group companies under which contributions are paid by the employer and employees. The schemes for most employees are funded defined benefit pension arrangements, providing service-related benefits, based on final pensionable salary. The assets of the schemes are held independently from the Group’s finances and are administered by trustee companies. Pension costs are assessed on the advice of an independent qualified actuary following triennial valuations using the projected unit method.
A valuation of the principal schemes was carried out as at 31st March, 2001 and the long term assumptions having the most significant effect on the pension costs reported under SSAP24 are shown in the following table:
| Price Inflation | 2.5% p.a. |
| Salary Increases | 4.3% p.a. |
| Pension Increases | 2.5% p.a. |
| Investment Return | 6.75% p.a. |
| Dividend Growth | 3.5% p.a. |
The surpluses or deficits identified from the valuation of the principal schemes are amortised over a period of eleven years using the straight line method.
The results of the triennial valuation of the principal schemes as at 31st March, 2004 have not yet been finalised. However, interim valuations carried out as at 31st March of each year have highlighted the impact on the schemes of changing market conditions and falling investment returns. As a result, the Company agreed with the Trustees to increase cash contributions to the principal schemes from 12% to 15% of pensionable salaries from 1st October, 2003. Additionally, pending completion of the 2004 actuarial evaluation, it has been agreed to increase the pension cost charged in these accounts to 15% of pensionable salaries for the principal schemes, in line with the cash contribution rate.
The contribution rate paid by employees in the principal schemes is 5% of pensionable salaries. These schemes remain open to eligible new employees.
The pension charge for the year ended 3rd October, 2004 was £34.7 million (2003 £23.8 million).
The components of the total pension charge were as follows:
| 2004 £m | 2003 £m | |
|---|---|---|
| Regular Cost | 38.8 | 36.6 |
| Variation regular cost | (4.1) | (12.8) |
| Total pension charge | 34.7 | 23.8 |
A prepayment of £53.1 million (2003 £41.1 million) is included under debtors, representing the excess of accumulated contributions paid over the equivalent pension charge. This includes an advance payment into the Group’s pension schemes amounting to £26.9 million in respect of the 2005 contributions (2004 £21.4 million). A provision of £1.1million (2003 £0.7 million) is included in provisions, representing the excess of the accumulated pension charge over pension contributions paid.
The effect of UITF 6, ‘Accounting for post-retirement benefits other than pensions’, is not material.
FRS 17
In accordance with the requirements of FRS 17, ‘Retirement Benefits’, this note sets out the main financial assumptions made in valuing the liabilities of the schemes and the fair value of assets held. Additionally, this note discloses the amounts that would be charged or recognised in the accounts under FRS 17, together with an analysis of the movement in scheme surpluses or deficits which would result. As permitted by FRS 17, the costs, accruals and prepayments recorded in the accounts continue to be reported under the requirements of SSAP 24 ‘Accounting for Pension Costs’.
Defined Benefit Schemes
The figures in this note are based on the calculations carried out in connection with the formal actuarial valuation of the main schemes as at 31st March, 2004, currently in progress, and updated to 3rd October, 2004 by the actuary.
The main financial assumptions used for FRS 17 purposes are shown in the following table:
| 2004 | 2003 | 2002 | |
|---|---|---|---|
| Price inflation | 2.75% | 2.5% | 2.3% |
| Salary increases | 4.3% | 4.3% | 4.1% |
| Pension increases | 2.75% | 2.5% | 2.3% |
| Discount rate for scheme liabilities | 5.5% | 5.4% | 5.5% |
The fair value of the assets held by the pension schemes, the long term expected rate of return on each class of assets and the value of the schemes’ liabilities assessed on the assumptions described above are shown in the following table:
| Long term rate of return expected at 3rd October, 2004 | Value at 3rd October, 2004 £m | Long term rate of return expected at 28th September, 2003 | Value at 28th September, 2003 £m | Long term rate of return expected at 29th September, 2002 | Value at 29th September, 2002 £m | |
|---|---|---|---|---|---|---|
| Equities | 8.0% | 879.5 | 8.0% | 782.8 | 8.0% | 675.9 |
| Bonds | 4.9% | 151.2 | 4.7% | 136.2 | 4.5% | 133.1 |
| Property | 7.0% | 101.8 | 7.0% | 92.2 | 7.0% | 93.2 |
| Other Assets | 4.9% | 64.8 | 4.7% | 78.3 | 4.5% | 83.0 |
| Total market value of assets | 1,197.3 | 1,089.5 | 985.2 | |||
| Present value of schemes’ liabilities | (1,423.1) | (1,347.7) | (1,201.4) | |||
| Deficit in the schemes | (225.8) | (258.2) | (216.2) | |||
| Related deferred tax asset | 67.7 | 77.5 | 64.9 | |||
| Net pension liability | (158.1) | (180.7) | (151.3) |
The asset weightings indicated in the table above are monitored by the schemes’ trustees and should be viewed against a background where the schemes remain open to new, eligible, employees. Additionally, the schemes continue to generate a net positive cash flow at the current time, i.e. assets are not being sold to cover current benefit commitments.
An analysis of the amount which would be chargeable to operating profit is shown below:
| 2004 £m | 2003 £m | |
|---|---|---|
| Current service cost | 46.2 | 42.2 |
| Salary increases | – | – |
| Total operating charge | 46.2 | 42.2 |
An analysis of the amount which would be credited to other finance income is shown below:
| 2004 £m | 2003 £m | |
|---|---|---|
| Expected return on pension scheme assets | 78.9 | 70.1 |
| Interest on pension scheme liabilities | (72.8) | (66.0) |
| Net return | 6.1 | 4.1 |
An analysis of the amount which would be recognised in the statement of total recognised gains and losses (STRGL) is shown in the following table, together with the components shown as a percentage of scheme assets or liabilities:
| 2004 £m | 2003 £m | 2002 £m | |
|---|---|---|---|
| Actual return less expected return on pension scheme assets | 40.8 | 49.0 | (193.9) |
| Percentage of scheme assets | 3.4% | 4.5% | (19.7%) |
| Experience gains and losses arising on the scheme liabilities | 20.2 | (11.0) | 32.3 |
| Percentage of the present value of the scheme liabilities | 1.4% | (0.8%) | 2.7% |
| Changes in assumptions underlying the present value of the scheme liabilities | (21.5) | (63.5) | (82.7) |
| Actuarial gain/(loss) recognisable in STRGL | 39.5 | (25.5) | (244.3) |
| Percentage of the present value of the scheme liabilities | 2.8% | (1.9%) | (20.3%) |
The movement in deficit during the year is shown in the following table:
| 2004 £m | 2003 £m | |
|---|---|---|
| Deficit in scheme at beginning of year | (258.2) | (216.2) |
| Movement in year: | ||
| Current service cost | (46.2) | (42.2) |
| Contributions | 33.0 | 21.6 |
| Other finance income | 6.1 | 4.1 |
| Actuarial gain/(loss) | 39.5 | (25.5) |
| Deficit in schemes at end of the year | (225.8) | (258.2) |
If the above amounts had been recognised in the accounts, the effect on shareholders’ funds would have been as shown below:
| 2004 £m | 2003 (restated)* £m | |
|---|---|---|
| Shareholders’ funds excluding pension liability | 410.7 | 310.6 |
| Pension reserve | (158.1) | (180.7) |
| Shareholders’ funds including pension liability | 252.6 | 129.9 |
UK Defined Contribution Plans
A number of defined contribution pension plans are operated by certain divisions of the Group where a business case exists for this type of pension provision. The pension cost attributable to these plans during the year amounted to £4.1 million (2003 £3.1 million).
An amount of £0.5 million (2003 £0.5 million) is included in provisions representing outstanding contributions due at the balance sheet date.
Overseas Pension Plans
Overseas subsidiaries of certain Group divisions operate defined contribution retirement benefit plans, primarily in North America and Australia. The pension cost attributable to these plans during the year amounts to £3.3 million (2003 £3.5 million).
Pension Arrangements for Executives
The Group operates a two-tier, non-contributory defined benefit pension scheme for senior executives (including executive Directors), details of which are incorporated in the above disclosures. It is the Company’s policy that annual bonuses, payments under the Executive Bonus Scheme and benefits in kind are not pensionable.
Included in UK Defined Contribution Plans above are investments in a funded unapproved retirement benefit scheme for certain executives of the Group including one executive Director who are subject to the pensionable earnings cap imposed by the Inland Revenue. The assets of this scheme are held under individual trusts independently from the Group’s finances; investment during the year totalled £0.4 million (2003 £0.4 million).
Stakeholder Pensions
DMGT provides access to a stakeholder pension plan for relevant employees who are not eligible for the other pension schemes operated by the Group.
* See Note 34
40 Ultimate Holding Company
The Company’s ultimate holding company is Rothermere Continuation Limited, a company incorporated in Bermuda.
41 Related Party Transactions
The Company has taken advantage of the exemption under FRS 8 ‘Related Party Disclosures’, not to disclose related party transactions between subsidiaries. The disclosures that are required under FRS 8 are set out below.
Ultimate Controlling Party
The Company’s ultimate controlling party is the Viscount Rothermere, the Company’s Chairman. Transactions relating to the remuneration and shareholdings of the Viscount Rothermere are given in the Remuneration Report.
Transactions with Directors
There were no material transactions with Directors of the Company, except for those relating to remuneration and shareholdings, disclosed in the Remuneration Report.
Transactions with Joint Ventures and Associates
Associated Newspapers has a 50% joint venture interest in Zoom. During the year, it funded its share of the operations of Zoom by way of loans. The amount due from Zoom at 3rd October, 2004 was £3.5 million (2003 £4.9 million) which is included in investments in joint ventures (Note 22).
Associated Newspapers has a 38% investment in Indigo Holidays Limited which is an associate. During the year, the Group received advertising revenue from Indigo Holidays of £1.8 million (2003 £1.8 million). The amount due from Indigo Holidays at 3rd October, 2004 was £4.3 million (2003 £2.2 million).
During the year, Northcliffe Newspapers Group Limited provided equity funding of £1.5 million (2003 £2.3 million) to Fish4 Limited, a 22.9% associate. Full provision has been made against this funding in these accounts.
During the year, Teletext Holdings Limited provided no funding (2003 £1.0 million) to GWR Group plc. The amount outstanding at 3rd October, 2004 was £Nil (2003 £1.0 million).
Details of the Group’s principal joint ventures and associates are set out in Note 22.
All transactions with joint ventures and associates arose in the normal course of business. Material transactions are set out as follows:
The Group has contracts with Greenland Interactive Limited, a joint venture, whereby Greenland administers premium-rate telephone lines and a customer care line. During the year, the Group received £0.7 million (2003 £0.7 million) from Greenland in respect of premium rate telephone revenue. No amounts were outstanding at the beginning or at the end of the year.
0ther Related Party disclosures
At 3rd October, 2004, there was a loan of £188,066 (2003 £196,669) made to Mr K. J. Beatty, managing director of Associated Newspapers, to assist with relocation after joining the Group. The loan bears interest at 2 ½% per annum. The maximum amount outstanding during the year was £196,669. At the beginning of the year, there was a further loan of £56,574, bearing interest at 6% per annum, made to enable Mr Beatty to purchase ‘A’ Ordinary Non-Voting shares in the Company for commitment to the LTIP. The maximum amount outstanding during the year was £56,574 which was repaid in November 2003. At 3rd October, 2004, there was a further loan of £96,107 made to Mr Beatty on 1st July to enable him to purchase additional DMGT shares to commit to the LTIP. This loan bears interest at 5% per annum. The maximum amount outstanding during the year was £96,107.
At 3rd October, 2004, three loans made to Mr M. MacLennan, former managing director of Associated Newspapers, had been repaid in full. At the beginning of the year, there was an interest free loan of £79,000, made to assist with relocation after joining the Group, and a loan of £105,344, bearing interest at 6% per annum, made to enable him to purchase shares in the Company for commitment to the LTIP. The maximum amounts outstanding during the year on these loans were £79,000 and £105,344 respectively. A further loan of £231,790 was made on 24th May which bore interest at 5%. The maximum amount outstanding during the year was £232,204.
At 3rd October, 2004, the Group owed £2.9 million (2003 £3.1 million) to the pension schemes which it operates. This amount comprised employees’ and employer’s contributions in respect of September, 2004 payrolls which were paid to the pension schemes in October, 2004.
The Group recharges its principal pension schemes with costs of investment management fees. The total amount recharged during the year was £0.6 million (2003 £0.4 million).
42 Post Balance Sheet Events
Details of material post balance sheet events are given in the Directors’ Report here.