29 September 2016

Air Partner plc

Interim results for the six months ended 31 July 2016

Air Partner delivers strong first half trading results with Broking and Consulting divisions both performing well

Air Partner plc ("Air Partner" or "Group"), the global aviation services group, today reports results for the six months to 31 July 2016.

§ - Underlying results are stated after other items as defined by note 2(k) (page 94) to the financial statements for the year ended 31 January 2016

Financial Highlights:

·     Gross profit of £16.1m, a year-on-year increase of 34%, reflecting strong trading performance and contribution from Baines Simmons

·      Underlying PBT of £3.0m, a year-on-year increase of 35% with Broking and Consulting performing well

o  Commercial Jets delivered underlying operating profit growth of 18%

o  Private Jets achieved record H1 results

o  Consulting division integrated and contributed underlying profit of £0.3m

·      Underlying EPS of 22.3p, a year-on-year increase of 30%

·      Net cash inflow from operating activities of £5.1m, compared to outflow of £1.2m in prior period

·      Net cash (non-JetCard cash less debt), of £5.2m compared to net debt of £0.5m at year end

·      Interim dividend increased 10% to 8.06p per share payable on 28 October 2016

Operating Highlights:

Broking

·      Commercial Jets:

o  Significant sport contracts won for Euros and pre-season Premier League tours, including Leicester City and Manchester City

o  Cabot Aviation remarketed two Boeing 777s for Kenya Airways

·      Private Jets:

o  Exceptional UK performance, underlying operating profit up 56%

o  JetCard utilisation up by 25%

o  Record H1 JetCard results

Consulting:

·      Won 10 year Isle of Man aircraft registry contract

·      Won a number of long-term government and corporate contracts, including BAE Systems

Strategic Highlights & Outlook

·      Acquisitions fully integrated, performing well and contributed to strong H1 performance

·      Customer First programme rolled out globally and helped drive growth in Broking's underlying operating profit of 24%

·      New NED appointments further aligns industry and operational experience with Group strategy

·      Current trading is in line with expectations

Mark Briffa, CEO of Air Partner, commented: "The Group has performed well in our first six months and I am very pleased to have seen strong performances across both Broking and Consulting. Our customer focused approach is delivering results and this is evidenced by significant contract wins from both new and existing customers. We have entered the second half of the year with confidence and look forward to continuing to develop and grow our services and capabilities across the world."

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014.

CHAIRMAN'S STATEMENT

Strong full year results

The Board is pleased to report a strong performance for the six months to 31 July 2016. Gross profit rose by 34% to £16.1m while underlying operating profit and underlying profit before tax increased by 36% and 35% respectively, reflecting the Group's strong trading performance. Reported pre-tax profit rose by 39% to £2.6m after a charge of £0.4m relating to amortisation of acquisition related intangibles and restructuring costs. This strong performance is reflected in the Group's underlying basic earnings per share increasing by 30% to 22.3p.

The strong performance resulted not only from improved trading in the Broking business, but also encouraging performances from our Consulting business, Baines Simmons and our remarketing business, Cabot Aviation. In our Broking division, there were outstanding performances in Private Jets, which increased its underlying operating profit by 56% to £1.5m (2015: £0.9m) and Commercial Jets, which increased its underlying operating profit to £2.0m (2015: £1.7m), despite not benefitting from a significant Oil & Gas contract that was completed in the comparative period.

The increase in non-JetCard cash of £7.0m to £8.4m was driven by the solid trading performance for the period, coupled with a working capital contribution, which relates to a major Oil & Gas contract that has now completed. Taking into account the £3.2m bank loan associated with the acquisition of Baines Simmons, our period end net cash was £5.2m, demonstrating the strength of the Group's balance sheet.

Strategy

Air Partner's strategy is to build a world class aviation services group which delivers tailored and comprehensive aviation solutions to our global customers. Where appropriate, we will acquire complementary capabilities and services that either add to or improve our customer offer, enabling us to leverage our existing global office network and enhance the quality and visibility of our earnings. It has been pleasing to see Cabot Aviation and Baines Simmons, both businesses acquired in 2015, generating positive contributions in this period, confirming our confidence that these businesses will thrive as part of the Air Partner Group. In line with our stated growth strategy, we continue to assess opportunities for investment, both organic and through acquisitions, which will improve the service offering to our clients across the world.

Dividend

As previously announced, the Board has determined that to pursue our acquisition strategy as well as invest in the future organic growth of the Group, the Company should continue to pay a progressive dividend while at the same time aiming to build cover to between 1.5 and 2.0 times underlying EPS.

Accordingly, the Board has proposed an interim dividend of 8.06p, a year-on-year increase of 10%. The interim dividend is expected to be paid on 28 October 2016 to those shareholders registered at close of business on 7 October 2016.

Board changes

Over the last 12 months we have proactively strengthened our Board with three new non-executive directors, further aligning our industry and operational experience to the needs of the Group's future direction and strategy. 

Richard Jackson joined the Air Partner Board in September having spent 11 years at the Civil Aviation Authority ("CAA") as Group Director of Consumer Protection. Amanda Wills CBE was appointed to the Board in April. She is a non-executive director of eDreams ODIGEO S.A. and former CEO of Virgin Holidays Travel Group.  Shaun Smith, Group Finance Director of Norcros plc and former Group Finance Director of Aga Rangemaster Group plc, joined the Board in May.

Outlook

Given the strong first half performance and current trading, the Board remains confident that its expectations for the remainder of the financial year will be achieved.

Richard Everitt, Chairman

CHIEF EXECUTIVE'S REVIEW

This has been a strong start to the year and our first half performance provides a solid platform for the remainder of the financial year.

The Group's underlying profit before tax has increased to £3.0m, a 35% increase on the prior period. This growth demonstrates the impact of our strategic initiatives, particularly our Customer First programme, which have helped deliver like-for-like growth in Broking of 24%, as well as the addition of Baines Simmons and Cabot Aviation to the Group.

BROKING

Commercial Jets

Gross profit in the period increased by 8% to £7.3m and underlying operating profit rose by 18% to £2.0m, with the increase driven by strong trading in the UK and in Europe, albeit with some continuing challenges in the US. Within the UK Commercial Jet team we increased our focus on developing a clearer sales strategy, invested in key talent, particularly in the Sports sector, and focused on improving the service levels we provide to our customer base. Success stories for the UK include a strong contribution from the Sports sector, with flights conducted for a number of Premier League football teams, continued success from our Oil & Gas clients, along with continued government work.

In Europe, growth has been driven through an increase in our tour operations programme, a notable achievement given the challenges faced in this sector during the year; the Sports sector, with flights for Euro 2016, football clubs and major cycling events; and continued successes in the automotive industry. Although H1 performance in the US was below our expectations, prospects for H2 look promising as a result of government and election related contracts.

Cabot Aviation, the Group's remarketing business, has had an encouraging start to the financial year, primarily through the successful remarketing of two Kenya Airways B777-200ERs to Omni International. This deal demonstrates the positive impact joining a larger Group has had on Cabot Aviation as being part of a larger, publicly listed group was instrumental in helping win the mandate in a competitive tender. Cabot Aviation continues to hold the mandate to remarket a further two B777-200ERs and two 737-700s on behalf of Kenya Airways together with a B787 for a cruise operator and two B747-400s for China Airlines. Cabot Aviation continues to review opportunities in other markets as it looks to enhance and extend its service offering globally within the Air Partner group.

Private Jets

Our Private Jet division comprises two distinct product offerings: JetCard, Air Partner's private jet card programme with transparent pricing and no hidden charges, and Ad hoc broking, our on-demand charter service.

The competitive advantage delivered through our Customer First programme, together with the first rate service delivered by our team of experts who are available 24/7 can be demonstrated through the record H1 performance, with gross profit in the period increasing by 17% to £5.1m and underlying operating profit up 56% to £1.5m. The increased profitability was largely driven by a very strong performance in the UK, a solid performance in Europe, with the US showing signs of improvement after a disappointing performance in the prior year.

For JetCard, there are a number of measurements which highlight its strong performance: JetCard cash deposits at 31 July 2016 stood at £16.1m, up on the prior year balance of £13.6m and the number of JetCards stood at 218, an increase of 9 since 31 January 2016. JetCard profit is not recognised until the client has flown hours and our focus has been to increase the number of cards and to improve the frequency of use, which is reflected in the utilisation rate which increased by an impressive 25% in the year. Overall, this performance is a great testament to our flexible card product which was verified by Conklin and de Decker in an independent study in April 2015 to be the most flexible product in the market.

Freight

Although Freight has benefited from a strong performance in automotive in Europe, this has not been enough to compensate for the lack of any government aid agency work this  period.  As a result gross profit was down 20% year-on-year to £0.8m and the underlying operating profit of £0.3m decreased by 23%. Despite this the division remains profitable and has carried out some excellent work in other client sectors.  Moreover, Freight continues to be a key component of Air Partner's aviation service proposition to ensure a full suite of aviation related products are offered to our client base. 

CONSULTING

Baines Simmons

Baines Simmons, which was acquired in August 2015, has made a promising start to the financial year, delivering gross profit of £3.0m, equivalent to 19% of the Group total. At an underlying operating profit level, Baines Simmons delivered a profit of £0.3m, equivalent to 10% of the Group total. There have been a number of contract wins during the period, including the renewal of the Isle of Man aircraft registry for a further ten years and the provision of in-house training at BAE Systems, focusing on the Typhoon aircraft.

Strategy

We have made significant progress against our strategy through investment, both organic and through acquisitions, which enhance or extend the services and capabilities we can provide to our clients across the world. Today, both Baines Simmons and Cabot Aviation are fully integrated into the Group and performing well. We are proud of the new contract wins achieved by both businesses and firmly believe that Air Partner's international reach and listed status have played an important role in supporting ‎this success.

People

I would like to express my sincere thanks to all of my colleagues across the Group for the hard work, dedication and commitment that they continue to show. I am proud of our people and the excellent service that they deliver to our customers day in and day out across the globe.

Our people are critical to the success of Air Partner and we will continue to invest in the recruitment of the best and most professional people in our industry, and provide the training and IT support that enables us to deliver excellent customer service and the best possible solutions to customers.

Outlook

The Board remains optimistic about the Group's prospects for the remainder of the year and the trading performance since the period end is in line with our expectations. So far the Group has not noted any adverse impact on trade as a result of the EU referendum but continues to monitor the situation closely. While we are mindful of this issue and other uncertainties inherent in our industry, the current momentum and our clear strategic direction, coupled with the enthusiasm and the dedication of our people, gives the Board optimism for the remainder of the financial year.  

Mark Briffa, Chief Executive Officer

FINANCIAL REVIEW

Financial position

The total cash balance of £24.6m has increased from the prior year comparative of £15.0m, driven by an increase in JetCard deposits over the period to £16.1m from £13.6m in the previous year and an increase in non-JetCard cash to £8.4m from £1.4m. The increase in non-JetCard cash was driven by a positive inflow from operating items together with the unwinding of working capital absorbed by a major contract with a credit customer and favourable foreign exchange gains arising from the weakening of sterling against the US dollar and the euro.

Our gross debt at the year-end totalled £3.2m and has reduced from this position due to a scheduled repayment made during the period.

The Group's net cash, excluding JetCard cash, stood at £5.2m, compared to net debt of £0.5m at the year end and demonstrates the strength of our balance sheet.

Foreign Exchange

As a result of the EU referendum, foreign exchange rates have been extremely volatile in recent months with sterling falling sharply against both the US dollar and euro. However, given that the Group maintains a net asset position in these currencies and profits are generated in its international offices, the Group has not suffered an adverse impact from these movements. In addition, JetCard and Cabot Aviation revenues within the UK are denominated primarily in euro and US dollars respectively, which provides a further upside as a result of the weakening of sterling.

Where possible the Group uses natural hedging to minimise its foreign exchange exposure, for example matching JetCard deposits denominated in euro with the respective deferred income. The net foreign exchange gain for the period was £92k (2015: £42k gain).

The Group also uses derivative financial instruments to hedge certain transactions in accordance with its internal policy. The fair value of these instruments at the balance sheet date was a liability of £5k (2015: £292k) and the loss recognised through the income statement as a result of the change in fair value since 31 January 2016 was £41k (2015: £142k).

Taxation

The underlying effective tax rate for the period stood at 25% (2015: 23%) and is higher than the statutory rate of tax due to the impact of international tax rates. 

Other items

Other items of £0.4m (2015: £0.3m) include amortisation of acquisition related intangible assets of £0.2m with the remainder being restructuring costs. Other items in the prior period comprise acquisition costs of £0.3m.

Neil Morris, Chief Financial Officer

Forward-looking statements

Announcements issued by Air Partner plc may contain forward looking statements, indicated by words such as "aims", "believes," "expects", "intends," and similar expressions. These statements reflect current views and expectations up to the date of approval of this statement and are made in good faith by the directors. Unless otherwise required by laws, regulations or changes in accounting standards, Air Partner accepts no obligation to update these statements as a result of future events or new information subsequently obtained. New announcements will be made to the market as required under the Disclosure and Transparency Rules.

Trends and factors affecting the business

Air Partner's lead times for ad hoc bookings are measured in days or weeks, rather than months and future revenues cannot be predicted with any certainty. Forward bookings can be impacted very suddenly by changes in financial markets, political instability and natural events affecting the movement of people or cargo from one country to another. Lead times in the Remarketing business can be up to one year and therefore forecasting when a particular contract may be realised is not easy to predict. Economic uncertainty affects corporate, government and individual clients and affects the quality of supply of aircraft as operators consolidate or leave the market. These trends are outside the Group's control but the strategy remains to diversify to address seasonality and broaden the client mix.

Principal risks and uncertainties facing the Group

Aircraft charter broking, remarketing and consultancy can be classed as a relatively low financial risk business, in that the business sells capacity on aircraft owned and operated by a third party and contracts are normally placed as mirrored transactions, or remarkets aircraft on behalf of a third party. The Group does not have any contractual arrangements with any significant individual or company which are essential to continuation of the business. The Board reviews risks which may have a significant impact on the Group, including operational aviation related risks (quality and quantity of supply, adverse weather conditions, competitive pricing pressure and regulatory changes) and financial risks such as foreign exchange and interest rate fluctuations, credit risk and liquidity and cash flow management. The profile of both financial and operational risks varies from time to time but the current level of risk is not substantially different from that as at 31 January 2016, as described in the principal risks and uncertainties section of the annual report. The principal risk to the Group's business remains the degree to which clients' available financial resources and the general economic conditions in which they operate affect their willingness to charter. The Group recognises that ad hoc charters are likely to continue to be impacted by changes, both positive and negative, in the macro-economic climate.

Related party transactions

There has been no significant change in the level of transactions between Air Partner plc and its subsidiaries since that disclosed in the annual report for the year ended 31 January 2016. Such transactions did not materially affect the financial position or performance of the Group in the period under review. There are no other related party transactions which are required to be disclosed under DTR 4.2.8R.

Going concern

After making enquiries, the directors are satisfied that the Group and the Company have adequate resources to continue in business for the foreseeable future.  The directors have therefore continued to adopt the going concern basis in the preparation of these financial statements.

Directors' responsibility statement

The interim report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the interim report in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority.

As disclosed in note 1, the annual financial statements of the Group are prepared in accordance with IFRSs as adopted by the European Union. The unaudited condensed consolidated financial statements included in this interim report have been prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting" as adopted by the European Union.

The directors of Air Partner plc are listed in the Group's Annual Report and Accounts for the year ended 31 January 2016 and on our website at www.airpartner.com.

See more at: http://www.airpartner.com/en/investors.

About Air Partner:

Founded in 1961, Air Partner is a global aviation services group that provides worldwide solutions to industry, commerce, governments and private individuals. The Group has two divisions‎: (a) Broking division, comprising air charter broking and remarketing through the Air Partner and Cabot Aviation brands respectively; and (b) Consulting division, via the aviation safety consultancy Baines Simmons. For reporting purposes, the Group is structured into four divisions: Commercial Jets, Private Jets, Freight (Broking) and Baines Simmons (Consulting). The Commercial Jet division charters large airliners to move groups of any size. Cabot Aviation, which is formed within the Commercial Jet division, provides comprehensive remarketing programmes for all types of commercial and corporate aircraft to a wide range of international clients. Private Jets offers the company's unique pre-paid JetCard scheme and on-demand charter. Air Partner Freight charters aircraft of every size to fly almost any cargo anywhere, at any time. Baines Simmons is a world leader in Aviation Safety Consulting which specialises in aviation regulation, compliance and safety management. Air Partner is headquartered alongside Gatwick airport in the UK. Air Partner operates 24/7 year-round and has 20 offices globally. Air Partner is listed on the London Stock Exchange (AIR) and is also ISO 9001:2008 compliant for commercial airline and private jet solutions worldwide. www.airpartner.com

Consolidated income statement

for the half year ended 31 July 2016 (unaudited)

*Before other items (see note 3)

Consolidated statement of comprehensive income

for the half year ended 31 July 2016 (unaudited)

Consolidated statement of changes in equity

for the half year ended 31 July 2016 (unaudited)

Consolidated statement of financial position

as at 31 July 2016

Consolidated statement of cash flows

for the half year ended 31 July 2016 (unaudited)

JetCard cash

The closing cash and cash equivalents balance can be further analysed into 'JetCard cash' (being restricted and unrestricted cash received by the Group in respect of its JetCard product) and 'non-JetCard cash' as follows:

1 GENERAL INFORMATION, BASIS OF PREPARATION AND ACCOUNTING POLICIES

General information

The Directors of Air Partner plc present their interim report and the unaudited condensed consolidated financial statements for the six months ended 31 July 2016.

The Company is a limited liability company incorporated and domiciled in England and Wales under registration number 00980675. The address of its registered office is 2 City Place, Beehive Ring Road, Gatwick, West Sussex, RH6 0PA. The Company is listed on the London Stock Exchange.

The Interim Financial Statements have been reviewed, but not audited, by Deloitte LLP and were approved by the Board of Directors on 28 September 2016.

The information for the six months ended 31 July 2016 does not constitute statutory accounts within the meaning of section 434 of the Companies Act 2006. The Interim Financial Statements should be read in conjunction with the Annual Report and Financial Statements, for the year ended 31 January 2016, which were prepared in accordance with European Union endorsed International Financial Reporting Standards ("IFRS") and those parts of the Companies Act 2006 applicable to companies reporting under IFRS. The Annual Report and Financial Statements for the year ended 31 January 2016 were approved by the Board of Directors on 27 April 2016 and delivered to the Registrar of Companies. The auditor's report on those financial statements was unqualified, did not contain an emphasis of matter paragraph and did not contain any statement under section 498(2) or (3) of the Companies Act 2006.

Basis of preparation

This condensed financial information for the half year ended 31 July 2016 has been prepared in accordance with the Disclosure and Transparency Rules of the Financial Conduct Authority and International Accounting Standard ("IAS") 34 "Interim Financial Reporting" as adopted by the European Union. These interim condensed financial statements are unaudited and should be read in conjunction with the annual financial statements for the year ended 31 January 2016.

Accounting policies

The accounting policies adopted are consistent with those of the annual financial statements for the year ended 31 January 2016.

Going concern

The Directors are, based on current financial projections, satisfied that the Group has sufficient resources to continue in operation for the foreseeable future, that is a period of at least 12 months from the date of this report. Accordingly, they continue to adopt the going concern basis in preparing the Interim Financial Statements.

Key accounting estimates and judgments

The preparation of financial statements requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. These estimates and associated assumptions are based on historical experience and various other factors believed to be reasonable under the circumstances. Actual results could differ from these estimates. These underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period or future periods.

2 SEGMENTAL ANALYSIS

The services provided by the Group consist of chartering different types of aircraft and related aviation services.

The Group has four operating segments: Commercial Jet Broking, Private Jet Broking, Freight Broking and Baines Simmons. Cabot Aviation Services Limited's results are aggregated into Commercial Jet Broking.

Overheads, with the exception of Corporate costs, are allocated to the Group's operating segments in relation to operating activities.

Sales transactions between operating segments are carried out on an arm's length basis. All results, assets and liabilities reviewed by the Board (which is the chief operating decision maker) are prepared on a basis consistent with those that are reported in the financial statements.

The Board does not review gross transactional value, revenue, assets or liabilities at segmental level, therefore these items are not disclosed.

The segmental information, as provided to the Board on a monthly basis, is as follows:

The company is domiciled in the UK but due to the nature of the Group's operations, a significant amount of gross profit is derived from overseas countries. The Group reviews gross profit based upon location of the assets used to generate that gross profit. Apart from the UK, no single country is deemed to have material non-current asset levels other than goodwill in relation to the French operation.

The Board also reviews information on a geographical basis based on parts of the world which are considered to be key to operational activities. As a result, the following additional information is provided showing a geographical split of the United Kingdom, Europe, the United States of America and the Rest of the World:

Europe can be further analysed as:

3 OTHER ITEMS

Restructuring costs in the current and prior period relate to changes in the management structure following the acquisitions made in the prior period.

4 DIVIDENDS

5 EARNINGS PER SHARE

The calculation of the basic and diluted earnings per share is based on the following data:

The denominators used are the same as those above for both continuing and discontinued operations.

The calculation of underlying earnings per share (before other items) is included as the directors believe it provides a better understanding of the underlying performance of the Group. Other items are disclosed in note 3.

6 GOODWILL

Goodwill acquired in a business combination is allocated, at acquisition, to the cash generating units (CGUs), or group of units that are expected to benefit from that business combination. Before recognition of impairment losses, the carrying amount of goodwill has been allocated as follows:

The Group tests goodwill annually for impairment, or more frequently if there are indications that goodwill might be impaired. The directors do not believe that there are any reasonably possible changes to the key assumptions that would result in a material impairment of goodwill. 

7 NET CASH INFLOW/(OUTFLOW) FROM OPERATING ACTIVITIES

8 TAXATION

9 PRIOR YEAR ACQUISITIONS

On 18 August 2015, Air Partner plc acquired 100% of the issued share capital of Baines Simmons Limited, obtaining control of the company on that date.  Baines Simmons Limited is a leading aviation safety consultant. Baines Simmons Limited will enable Air Partner to extend the Group's service and product capabilities with offerings complementary to its existing broking business.

At 31 January 2016 the purchase price allocation was provisional, the accounting in respect of the acquisition of Baines Simmons Limited has since been finalised. This resulted in adjustment to the value of intangibles recognised on acquisition, an increase in Customer relationships of £1.6m, and decreases in the value of the brand £0.04m and training materials £0.2m.

The amounts recognised in respect of the identifiable assets acquired and liabilities assumed on the acquisition of Baines Simmons are set out in the table below.

INDEPENDENT REVIEW REPORT TO AIR PARTNER PLC

We have been engaged by the company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 31 July 2016 which comprises the income statement, the statement of financial position, the statement of changes in equity, the cash flow statement and related notes 1 to 9. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

This report is made solely to the company in accordance with International Standard on Review Engagements (UK and Ireland) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board.  Our work has been undertaken so that we might state to the company those matters we are required to state to it in an independent review report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company, for our review work, for this report, or for the conclusions we have formed.

Directors' responsibilities

The half-yearly financial report is the responsibility of, and has been approved by, the directors.  The directors are responsible for preparing the half-yearly financial report in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority.

As disclosed in note 1, the annual financial statements of the group are prepared in accordance with IFRSs as adopted by the European Union.  The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting" as adopted by the European Union.

Our responsibility

Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review.

Scope of review

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 31 July 2016 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority.

Deloitte LLP

Chartered Accountants and Statutory Auditor

Crawley, United Kingdom

28 September 2016