We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Register for Free to get streaming real-time quotes, interactive charts, live options flow, and more.
| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Zpg | LSE:ZPG | London | Ordinary Share | GB00BMHTHT14 | ORD 0.1P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 490.40 | 489.60 | 489.80 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
From Apr 2019 to Apr 2024
TIDMZPG
RNS Number : 0674G
ZPG PLC
24 May 2017
24 May 2017
ZPG DELIVERS RECORD REVENUES AND EBITDA
Half-year results for the six months ended 31 March 2017
ZPG Plc (LSE:ZPG) ("Company", "ZPG") which owns and operates some of the UK's most trusted home-related digital platforms including Zoopla, uSwitch, PrimeLocation, Hometrack and Property Software Group today announces its half-year results for the six months ended 31 March 2017 (the "Period").
Financial highlights
Hot Features
Premium
H1 2017 H1 2016 YoY %
----------------------------------------- -------- -------- -----
Revenue (GBPm) 117.9 96.4 22
Adjusted EBITDA(1) (GBPm) 45.0 40.5 11
Adjusted basic EPS(2) (pence per share) 7.1 6.9 3
----------------------------------------- -------- -------- -----
Profit for the Period(3) (GBPm) 16.9 22.6 (25)
Basic EPS (pence per share) 4.0 5.5 (27)
Interim dividend (pence per share) 1.9 1.5 27
Business highlights
-- Revenue increase of 22% to GBP117.9 million and Adjusted EBITDA increase of 11% to GBP45.0 million
-- Record traffic of over 314 million visits to the Company's websites and apps with 68%+ via mobile
-- Further product innovation and differentiation with the launch of new Move Planner tool on Zoopla
-- Acquisitions of Hometrack and Expert Agent help further improve product portfolio for our partners
-- Strategic investment in brands and products resulting in record levels of awareness & engagement
-- Continued to be highly cash generative with strong cash conversion ratio of over 90% during Period
-- Net debt(4) at end of Period was GBP209.3m as a result of additional funding related to various acquisitions
-- Statutory Profit for the Period reduced by acquisition related costs and share-based payments
-- Interim dividend of 1.9p per share to be paid on 23 June 2017 to shareholders on register at 2 June
Property
-- Further UK Agency portal partner growth up 6% to 14,271 branches & inventory up 9% to 928k+ listings
-- Continued acceleration of win backs with 750 portal branches having returned to ZPG over past 2 years
-- Average revenue per partner(5) (ARPP) up 5% driven by strong demand for both portal & software products
-- Total number of unique Property partners, including acquisitions, up 35% to 23,516 as at end of Period
Comparison
-- Strong switching levels across all verticals with revenue up 8% despite outperformance during H1 last year
-- 15.9 million leads generated helping consumers save over GBP137 million off their household bills over Period
-- Continued progress in developing & expanding financial services area with new dedicated mortgages team
-- Ongoing regulatory support for role of Digital Comparison Tools (DCTs) outlined in recent report by the CMA
Commenting on today's announcement Alex Chesterman, Founder & CEO of ZPG said:
"We have enjoyed a strong first half to the financial year across both divisions and are delighted to report record revenues and adjusted EBITDA for the Period. Our audience grew by 5% with a record 314 million visits to our websites and apps and we achieved record levels of brand awareness for both Zoopla and uSwitch.
"We also made good progress on our continued product differentiation with the launch of an innovative new Move Planner tool which provides a one-stop shop for all moving related services and are pleased to announce today a strategic investment in Zero Deposit, a new business seeking to transform the lettings market by providing an alternative to tenant deposits.
"Our Property division has performed very well, driven by continued portal partner win backs, strong demand for our upsell products and the continued migration of our software partners to cloud-based products. The integration of Hometrack into the wider business is progressing well and, since the acquisition, we have signed new deals with TSB and Bank of Ireland and extended our relationship with HSBC, now serving 17 of the top 20 UK mortgage lenders.
"Our Comparison division also performed strongly with high levels of leads and switching activity in every vertical. During the first six months of the year we helped millions of consumers find better deals and save over GBP137 million off their household bills and are pleased to report that uSwitch recently won two coveted awards at the MOMA Awards 2017 for both 'Most innovative use of mobile' and for 'Best app'.
"We remain incredibly excited by the underlying growth across each of the business divisions, our recent acquisitions and the significant cross-sell opportunities to our highly engaged consumer audience and our unrivalled partner base."
Outlook
ZPG has had a good start to the second half of its financial year across both divisions and Management remains comfortable with market expectations(6) for the 2017 financial year.
We are encouraged by the continued rate of returning portal partners, ongoing migration of software partners to cloud-based products and the growing demand for our additional products. We look forward to adding further value to both our consumers and partners as we continue to innovate and integrate our recent acquisitions into our product portfolio.
Our Comparison division is trading well and benefiting from heightened interest in energy switching from consumers in the run up to the Election. The CMA has made a number of recommendations following its 2-year study into the energy market, which we support in line with our mission to ensure that consumers get access to the best deals in the market.
We remain focussed on the significant cross-sell opportunity as a result of our unique product portfolio to help our consumers find, move and manage their homes and help our partners market, manage and maximise their businesses.
Our next scheduled trading update will be a pre-close trading statement in late September 2017.
-S-
For further information, please contact:
Lawrence Hall, Head of Communications - lawrence.hall@zpg.co.uk / 07890 078 945
Rachael Malcolm, Head of Investor Relations - rachael.malcolm@zpg.co.uk / 0203 8725 648
James Isola, Maitland 020 7379 5151
http://www.zpg.co.uk/
A webcast of the management team presentation to analysts and investors will be made available at www.zpg.co.uk at 09.00am this morning and registration can be accessed here. An audio dial-in will also be made available:
Standard International Access: +44 (0) 203 003 2666
UK Toll-Free Number: 0808 109 0700
United States Toll-Free Number: 1 866 966 5335
United States Toll Number: 1 646 843 4608
Participant password: PHD17TU
1. Adjusted EBITDA is defined as operating profit after adding back depreciation and amortisation, share-based payments and exceptional items.
2. Adjusted basic EPS is calculated as profit for the period excluding exceptional items and amortisation of intangible assets arising on acquisitions, adjusted for tax and divided by the weighted average number of shares in issue for the Period.
3. Profit for the Period includes exceptional items and amortisation of intangibles arising on acquisitions, adjusted for tax, of GBP13.0m during the Period, resulting from acquisitions
4. Net debt increase year-on-year is a result of the acquisitions of Property Software Group, Hometrack and Expert Agent since 31 March 2016.
5. Average revenue per partner (ARPP) represents total revenue from ZPG's Property partners in a given month divided by the number of Property partners during the month, measured as a monthly average over the Period.
6. As at 23 May 2017, market expectations for FY17 Revenue and EBITDA were GBP236.5m and GBP92.0m, respectively (Source: Bloomberg).
Cautionary Statement
This document contains forward-looking statements. These forward-looking statements include matters that are not historical facts. Statements containing the words "believe", "expect", "intend", "may", "estimate" or, in each case, their negative and words of similar meaning are forward-looking. By their nature, forward-looking statements involve risks and uncertainties because they relate to events that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that the Company's actual financial condition, results of operations and cash flows, and the development of the industry in which we operate, may differ materially from those made in or suggested by the forward-looking statements contained in this document. In addition, even if the Company's financial condition, results of operations and cash flows, and the development of the industry in which we operate are consistent with the forward-looking statements in this document, those results or developments may not be indicative of results or developments in subsequent periods. Important facts that could cause the Company's actual results of operations, financial condition or cash flows, or the development of the industry in which we operate, to differ from current expectations include those principal risks and uncertainties disclosed below. As a consequence, the Company's future financial condition, results of operations and cash flows, as well as the development of the industry in which we operate, may differ from those expressed in any forward-looking statements made by us or on the Company's behalf.
About ZPG Plc (www.zpg.co.uk)
ZPG Plc (LSE:ZPG) ("ZPG") owns and operates some of the UK's most trusted home-related digital platforms including Zoopla, uSwitch, PrimeLocation, Hometrack and Property Software Group. Our mission is to provide the most useful resources for consumers when finding, moving or managing their home and be the most effective partner for related businesses.
We help empower consumers to understand the property and home services comparison markets and make smarter decisions, whilst helping professionals to win more business and operate more effectively. Our multi-brand, multi-channel approach creates a unique and unrivalled proposition with our websites and mobile apps attracting over 50 million visits per month and over 24,000 business partners using our services.
Zoopla is the UK's most comprehensive property website, helping consumers to research the market and find their next home by combining hundreds of thousands of property listings with market data and local information.
uSwitch is the UK's leading comparison website for home services switching, helping consumers to find the best deal and save money on their gas, electricity, broadband, TV, phone and personal finance products.
PrimeLocation is one of the UK's leading property websites, helping house-hunters in the middle and upper tiers of the market explore and find their dream home from the top estate agents, letting agents and property developers.
Hometrack is a leading automated valuation model (AVM) provider in the UK and Australia, providing residential property market insights, analytics, valuations and data services to partners including mortgage lenders, new home developers, investors, housing associations and local authorities.
Property Software Group is the UK's leading provider of software and essential workflow solutions for the management of inventory, marketing and communications for estate and lettings agents across the UK with a portfolio of brands including Alto, Jupix, Technicweb, Expert Agent, CFP, Vebra and MoveIT.
ZPG was founded in 2007 and has a highly experienced management team, led by Founder & CEO, Alex Chesterman OBE.
Business Review
ZPG has enjoyed a strong first half to the year across both its divisions, delivering improved transparency for our consumers and greater efficiency for our partners as a result of our unique portfolio of products and services. The business is more diversified than ever before and generated Revenue growth of 22% to GBP117.9 million and Adjusted EBITDA growth of 11% to GBP45.0 million in the six months to 31 March 2017.
Executing on our strategy & vision
Management is pleased with the progress made on ZPG's journey to create the best, integrated products and deliver on our mission of providing the most useful resources for consumers when finding, moving or managing their home and being the most effective partner for related businesses.
We have invested further in marketing our brands, creating a series of new national advertising campaigns for both uSwitch and Zoopla. Our refreshed uSwitch brand identity and new strapline of 'Switching made simple' has helped drive record levels of national awareness and brand awareness for Zoopla reached an all-time high during the Period with 88% of consumers nationally now having heard of the brand (Source: Harris Interactive).
Our consumer audience also reached record levels, with over 314 million visits to our websites and apps during the Period, delivering even greater value to our partners. And our strategic partnerships are proving to be of great value as they provide unique and differentiated products and services to our consumers and partners whilst giving us valuable insights into some of the leading innovators in our markets. We have recently invested in and agreed an exclusive strategic partnership with Zero Deposit, a new business seeking to transform the tenancy deposit space. Also, during the Period, we invested further in our existing partnerships with Bricklane, Landbay and Trussle.
We have continued to make good progress on cross-selling our unique portfolio of products to both our partners and consumers. On the partner side, our compelling proposition which enables property professionals to market, manage and maximise their business, has continued to gain traction as our partners benefit from increased efficiency, cost-effective lead generation and the ability to generate additional revenues from tools such as MoveIT. The number of partners, excluding Expert Agent, taking both our software and portal products increased by 397 during the Period, up 14% to 3,203 and we are starting to see significant traction with referrals across different parts of the business. We have also increased the cross-sell opportunity through the acquisition of Hometrack.
Our consumer tools, like the recently launched Move Planner, create a great opportunity to cross-sell to our highly engaged audience and to monetise leads for a variety of services ranging from conveyancing and removals to broadband and energy. We are already seeing good cross-sell results with our comparison products from this tool along with increased engagement levels on our Running Cost tool, up by 60% in March year-on-year. These initiatives have driven thousands of incremental switches and helped even more households get the best deals. We continued to develop our comparison tools with the addition of a dedicated mortgage team and the launch of an iPad app for uSwitch, which recently won both 'Most innovative use of mobile' and 'Best app' at the MOMA Awards 2017.
In November, we acquired Technicweb, one of the UK's leading estate agency website design and hosting businesses, as part of our mission to be the most effective partner for UK property professionals. This acquisition has now been integrated into our wider software business. On 31 January, we acquired Hometrack, the UK's leading provider of residential property market insights and analytics. Since the acquisition, Hometrack has signed new deals with TSB and Bank of Ireland and extended its relationship with HSBC, now serving 17 of the top 20 mortgage lenders in the UK. This acquisition has helped to further differentiate our products for both consumers and partners. On 28 February, we acquired Expert Agent, a cloud-based property software provider that provides essential systems for the day-to-day management of inventory, marketing and communications for estate agents and lettings agents across the UK. The Competition and Markets Authority (CMA) is currently reviewing this acquisition and ZPG is engaging with the CMA as part of this review.
Property
Revenues in our Property division increased by 44% to GBP55.8 million for the Period, driven by strong demand for our portal products along with the inclusion of a full six months of trading from Property Software Group, which was acquired on 28 April 2016, as well as the acquisitions of Technicweb, Hometrack and Expert Agent which were acquired during the Period. The audience to our Property platform remains highly engaged with over 276 million visits, up 3% year-on-year, of which 72% was via mobile and generated 10.4 million leads for our Property partners during the Period.
The total number of unique Property partners, including acquisitions, increased by 35% to 23,516 as at the end of the Period. This number has been restated to align portal and software partner count under the same methodology(1) . On a like-for-like basis (including acquisitions in both periods), the total number of unique Property partners increased by 4%. Within this we saw the number of UK Agency portal partners increase by 6% YoY to 14,271(2) , including 750 win backs over the past two years. And our inventory grew 9% YoY to over 928k listings at the end of the Period. ARPP increased by 5% to GBP352 due to strong demand for portal advertising products such as Premium Listings and AdReach, the continued migration of software partners to cloud-based products and the inclusion of acquisitions. On a like-for-like basis (including acquisitions in both periods), ARPP increased by 6% to GBP356.
Comparison
We experienced strong levels of switching across each vertical in our Comparison division, delivering revenues of GBP62.1 million, up 8% over the same period last year. We generated 15.9 million leads for our Comparison partners during the Period and saw ARPL increase by 10% to GBP3.91, driven by strong performance in the higher margin energy and financial services verticals. As outlined in our FY2016 results, the Comparison division had an exceptionally strong first six months in 2016 with record switching volumes in both the energy and communications verticals as a result of our market-leading collective switch, energy supplier price cuts and a highly-competitive supplier environment.
During the Period the energy vertical benefitted from returning switchers on fixed term deals and the communications vertical performed well whilst absorbing changes to the advertising standards for broadband. Management is pleased with the good progress in the financial services vertical in areas such as credit cards and banking and the creation of a dedicated mortgage team. The regulatory environment remained supportive for the role of Digital Comparison Tools (DCTs). In March 2017 the CMA published an update report which highlighted the role that DCTs play in offering substantial benefits to consumers in reducing hassle and increasing competition.
Looking Ahead
We remain incredibly excited by the underlying opportunities within each division and our unique cross-sell opportunities as we deliver on our mission to provide the most useful resources for consumers when finding, moving or managing their home and being the most effective partner for related businesses. We continue to lead innovation in our markets and look forward to developing and launching further products as part of our integrated proposition.
I would like to thank the entire team for their continued commitment to our mission.
Alex Chesterman OBE
Founder & CEO
1 The total number of unique Property partners has been restated to exclude 788 legacy software customers of Property Software Group who are not paying for an active support contract
2 The number of UK Agency partners includes an uplift of 525 in H1 2016 and 657 in H1 2017 for hybrid agents calculated on an equivalent branch basis in line with our peers
Finance Review
Revenue increased by 22% to GBP117.9 million and Adjusted EBITDA increased by 11% to GBP45.0 million compared to the same six-month period last year. The increase was predominantly driven by a strong underlying performance across both divisions and the inclusion of six months of trading from Property Software Group. The result also includes GBP3.8 million of revenue from Technicweb, Hometrack and Expert Agent, which were acquired during the Period. Full details of the like-for-like performance (including acquisitions in both periods) can be found in the Appendix.
Statutory Profit for the Period and statutory basic EPS reduced by 25% to GBP16.9 million and 27% to 4.0p, respectively after the impact of increased exceptional costs, amortisation of intangibles assets arising on acquisitions and share-based payments. When reviewing performance the Directors use a number of adjusted measures, including Adjusted EBITDA and Adjusted basic EPS, as they believe these give a more relevant indicator of the Company's underlying performance and a closer approximation to ZPG's operating cash flows. These measures are reconciled in the Summary Income Statement below.
During the Period, ZPG secured a GBP75.0 million extension to its credit facility and raised GBP74.3 million (net of fees) through the placing of 20.9 million shares, to help fund acquisitions. As at 31 March 2017, ZPG had a leverage of 2.3x with net debt of GBP209.3 million and substantial headroom against its covenants. The Company maintains a target dividend pay-out ratio of 35-45% of profits excluding share-based payments and exceptional items, and the Directors have declared an interim dividend of 1.9 pence per share, up 27% on the same period last year.
Summary Income Statement
GBPm H1 2017 H1 2016 YoY % ----------------------------------------------------------- -------- -------- ----- Revenue 117.9 96.4 22 Operating costs (72.9) (55.9) 30 Adjusted EBITDA 45.0 40.5 11 Share-based payments (3.5) (1.8) 94 Depreciation (0.6) (0.4) 50 Amortisation of other intangibles (1.3) (0.8) 63 Amortisation of intangible assets arising on acquisitions (5.8) (3.1) 87 Exceptional items (8.8) (4.9) 80 Operating profit 25.0 29.5 (15) Net finance costs (2.5) (1.4) 79 Profit before tax 22.5 28.1 (20) Income tax expense (5.6) (5.5) 2 Profit for the Period 16.9 22.6 (25) ----------------------------------------------------------- -------- -------- ----- Amortisation of intangible assets arising on acquisitions 5.8 3.1 87 Exceptional items 8.8 4.9 80 Adjustment for tax (1.6) (2.0) (20) Adjusted Profit for the Period 29.9 28.6 5 ----------------------------------------------------------- -------- -------- ----- Adjusted earnings per share: Adjusted basic earnings per share (pence per share) 7.1 6.9 3 Adjusted diluted earnings per share (pence per share) 7.0 6.8 3
Revenue
GBPm H1 2017 H1 2016 YoY
%
-------------------------- ------------ ------------------- -----
Property:
Agency(1) 41.3 28.8 43
New Homes 6.7 5.7 18
Other(2) 7.8 4.2 86
-------------------------- ------------ ------------------- -----
Property Revenue 55.8 38.7 44
-------------------------- ------------ ------------------- -----
Comparison:
Energy 30.3 29.0 4
Communications 22.5 22.2 1
Other 9.3 6.5 43
-------------------------- ------------ ------------------- -----
Comparison Revenue 62.1 57.7 8
-------------------------- ------------ ------------------- -----
Total Revenue 117.9 96.4 22
-------------------------- ------------ ------------------- -----
(1) Agency includes the following revenue from acquisitions:
GBP9.2 million of revenue from six months of trading
from Property Software Group; GBP0.3 million from four
months of trading from Technicweb; and GBP0.4 million
from one month of trading from Expert Agent.
(2) Other comprises revenue generated from advertising,
marketing services, data sales and includes GBP3.1
million of revenue from two months of trading from
Hometrack.
The Property division generated GBP55.8 million of revenue, up 44% on the same period last year. Agency revenue, which includes GBP9.9 million of revenue from acquisitions, was up 43% at GBP41.3 million. Excluding acquisitions, UK Agency revenue was up 8% to GBP30.1 million driven by returning partners and demand for new products such as AdReach. Overseas and Commercial revenue of GBP1.3 million, which is included within the Agency vertical, continued to perform in line with expectations. New Homes revenue increased by 18% driven by demand for additional marketing campaigns. Other Property revenue of GBP7.8 million was up 86% on the same period last year as a result of the inclusion of GBP3.1 million revenue from two months of trading from Hometrack. Other Property revenue, excluding Hometrack, which is predominantly third-party advertising revenue generated from across ZPG's property platform, increased by 12%.
The Comparison division generated GBP62.1 million of revenue up 8% against tough comparators last year as outlined in the Business Review. Energy and communications generated GBP30.3 million and GBP22.5 million of revenue respectively as uSwitch continued to benefit from its leading market position within home services. Other Comparison revenue, which is predominantly financial services, generated GBP9.3 million of revenue, up 43% as a result of ZPG's focused approach on niche verticals.
Operating costs
Operating costs increased 30% to GBP72.9 million comprising Staff costs of GBP23.7 million, Marketing costs of GBP40.6 million and Other costs of GBP8.6 million. The increase in costs is largely attributable to the inclusion of acquisitions, the timing of above the line advertising costs for the new nationwide uSwitch TV campaign which launched during the Period and costs associated with ZPG's new headquarters.
Adjusted EBITDA
Adjusted EBITDA increased by 11% to GBP45.0 million compared to the same period last year. Property Adjusted EBITDA increased to GBP24.6 million driven by a strong underlying performance, the inclusion of six months of trading from Property Software Group and acquisitions during the Period. Comparison Adjusted EBITDA reduced to GBP20.4 million as a result of ZPG's additional strategic investment in marketing, which is weighted into H1 2017, and the strong performance in the same period last year as outlined in the Business Review.
Share-based payments
The share-based payments charge increased as expected from GBP1.8 million to GBP3.5 million in line with 2017 grants for the LTIP and deferred bonus schemes.
Depreciation & Amortisation of other intangibles
Depreciation increased to GBP0.6 million due to costs associated with the Company's new headquarters. Amortisation of other intangibles increased to GBP1.3 million reflecting the Company's capital expenditure on further development of its integrated products.
Amortisation of acquired intangible assets
ZPG splits out amortisation of intangible assets arising on acquisitions and amortisation of other intangibles for the purposes of calculating Adjusted basic EPS. Amortisation of acquired intangible assets increased to GBP5.8 million as a result of the inclusion of amortisation arising on the acquisition of Property Software Group, Technicweb and Hometrack.
Exceptional items
Exceptional items include costs that Management believes to be exceptional in nature by virtue of their size or incidence. Total exceptional items of GBP8.8 million in H1 2017 primarily represent costs relating to both the Hometrack and Expert Agent acquisitions in addition to deferred costs relating to both the Property Software Group and uSwitch acquisitions.
Net finance costs
The Company incurred net finance costs of GBP2.5 million during the Period. The increased charge reflects the GBP125 million increase in the Company's credit facility since 31 March 2016 to GBP275 million to help fund strategic acquisitions.
Income tax expense
The Company's income tax charge was GBP5.6 million representing an effective income tax rate of 24.9%. This is higher than the statutory tax rate of 20% due to non-deductible transaction costs and management deferred and contingent consideration expenses arising on acquisitions.
Profit for the Period
Adjusted Profit for the Period, calculated as profit for the period after adding back exceptional items and amortisation of intangible assets arising on acquisitions adjusted for tax, increased by 5% to GBP29.9 million. Statutory Profit for the Period reduced by 25% to GBP16.9 million after the impact of increased exceptional costs, amortisation of intangibles assets arising on acquisitions and share-based payments.
Earnings per share (EPS)
Adjusted basic EPS, which strips out the impact of exceptional items and amortisation of intangible assets arising on acquisitions, increased by 3% to 7.1p. Statutory basic EPS reduced to 4.0p in line with statutory Profit for the Period.
Summary statement of financial position
GBPm H1 2017 H1 2016 Intangible assets 491.7 250.5 Available for sale financial assets 1.8 0.7 Property, plant and equipment 6.5 1.7 Cash and cash equivalents 10.5 10.7 Working capital(3) (1.0) 8.8 Loans and borrowings (219.8) (94.6) Deferred and contingent consideration(4) (44.9) (31.4) Provisions (1.4) (0.8) Tax assets and liabilities(4) (20.7) (14.6) ------------------------------------------ -------- -------- Net assets 222.7 131.0 ------------------------------------------ -------- --------
3 Working capital is defined as both current and non-current, trade and other receivables less trade and other payables
(4) Includes both current and non-current balances
The Company was in a strong financial position as at 31 March 2017 with net assets of GBP222.7 million. Intangible assets increased to GBP491.7 million reflecting goodwill and acquired intangible assets as a result of the Property Software Group, Technicweb, Hometrack and Expert Agent acquisitions. The increase in property, plant and equipment to GBP6.5 million reflects the Company's investment in its new headquarters as outlined in the Business Review. The Company recognised a liability of GBP44.9 million for deferred and contingent consideration payable as a result of the Company's acquisitions.
Net debt position
GBPm H1 2017 H1 2016 Total loans and borrowings 219.8 94.6 Cash and cash equivalents (10.5) (10.7) Net debt 209.3 83.9
As at 31 March 2017 the Company had net debt of GBP209.3 million including loans and borrowings of GBP219.8 million. The overall increase in net debt can be attributed to the funding of acquisitions during the Period and the payment of the deferred consideration relating to both the uSwitch and Property Software Group acquisitions, net of increases arising from the share placing and operating cash flows.
Summary statement of cash flows
GBPm H1 2017 H1 2016 Net cash flows from operating activities 39.6 32.9 Cash flows (used in)/from investing activities: Acquisitions and investments (155.7) (10.7) Capital expenditure (3.4) (0.9) Net cash used in investing activities (159.1) (11.6) Proceeds from issue of share capital, net of fees 74.3 - Proceeds on issue of debt, net of issue costs 133.5 13.0 Repayment of debt (63.5) (31.0) Interest paid (2.5) (1.2) Treasury shares purchased - (0.4) Shares released from trust 0.1 0.1 Dividends paid (15.3) (10.3) Net cash flows from/(used in) financing activities 126.6 (29.8) Net increase/(decrease) in cash and cash equivalents 7.1 (8.5) Cash and cash equivalents at end of the period 10.5 10.7
The Company continues to be highly cash generative with net cash inflows from operating activities of GBP39.6 million during the Period. Capital expenditure increased to GBP3.4 million as a result of developing new integrated projects such as the Move Planner as outlined in the Business Review and the inclusion of development time for Property Software Group. The Company had a net outflow of GBP155.7 million predominantly relating to the cash costs of the acquisitions of Hometrack and Expert Agent and deferred consideration relating to previous acquisitions.
Dividends
During the Period, ZPG paid a final dividend of 3.7p equating to GBP15.3 million relating to its financial year 2016. The Company maintains a target dividend pay-out ratio of 35-45% of profits excluding share-based payments and exceptional items based on the strong cash generation and long-term earnings potential of the Company. The Directors have declared an interim dividend of 1.9p, up 27% on the same period last year, which will be paid on 23 June 2017 to those shareholders on the share register as at 2 June 2017.
Appendix 1: ZPG KPIs
The figures below are for the six-month periods to 31 March 2017 and 31 March 2016. Each period includes a full six month's trading from Property Software Group, Technicweb, Hometrack and Expert Agent in order to give a more meaningful comparative.
(GBPm) H1 17 H1 16 YoY% --------------------------------------------- ------- ------- ----- Property Revenue 63.9 56.8 13 Comparison Revenue 62.1 57.7 8 --------------------------------------------- ------- ------- ----- Revenue 126.0 114.5 10 --------------------------------------------- ------- ------- ----- Staff costs (25.7) (23.5) 9 Marketing costs (40.7) (35.6) 14 Other costs(1) (10.6) (7.7) 38 --------------------------------------------- ------- ------- ----- Total Operating costs (77.0) (66.8) 15 --------------------------------------------- ------- ------- ----- Adjusted EBITDA(2) 49.0 47.7 3 --------------------------------------------- ------- ------- ----- KPIs --------------------------------------------- ------- ------- ----- Visits(3) (million) 315 300 5 FTEs(4) 829 782 6 Divisional KPIs Property: Agency(5) (GBPm) 43.2 39.4 10 New Homes (GBPm) 6.7 5.7 18 Other(6) (GBPm) 14.0 11.7 20 --------------------------------------------- ------- ------- ----- Property Revenue (GBPm) 63.9 56.8 13 --------------------------------------------- ------- ------- ----- Property Operating costs (GBPm) (35.3) (31.0) 14 --------------------------------------------- ------- ------- ----- Property Adjusted EBITDA (GBPm) 28.6 25.8 11 --------------------------------------------- ------- ------- ----- Blended ARPP (average revenue per partner)(7) (GBP) 356 337 6 Total unique number of Property partners(8) (000s') 23,516 22,594 4 --------------------------------------------- ------- ------- ----- Comparison: Energy (GBPm) 30.3 29.0 4 Communications (GBPm) 22.5 22.2 1 Other(9) (GBPm) 9.3 6.5 43 --------------------------------------------- ------- ------- ----- Comparison Revenue (GBPm) 62.1 57.7 8 --------------------------------------------- ------- ------- ----- Comparison Operating costs (GBPm) (41.7) (35.8) 16 --------------------------------------------- ------- ------- ----- Comparison Adjusted EBITDA (GBPm) 20.4 21.9 (7) --------------------------------------------- ------- ------- ----- ARPL (average revenue per lead)(10) (GBP) 3.91 3.56 10 Number of Comparison leads(11) (million) 15.9 16.2 (2) --------------------------------------------- ------- ------- -----
(1) Other Costs represents technology, property and administrative costs
(2) Adjusted EBITDA is defined as operating profit after adding back depreciation and amortisation, share-based payments and exceptional items.
(3) Visits comprise individual sessions on the Company's websites or mobile applications by users for the Period indicated as measured by Google Analytics
(4) FTEs is defined as the number of full time equivalent employees across the Company
(5) Agency represents revenue generated from UK estate & lettings agents, overseas agents and commercial property agents. This includes revenue from Property Software Group, Technicweb and Expert Agent
(6) Other represents revenue generated from advertising, marketing services, data sales and includes Hometrack revenue
(7) ARPP (average revenue per partner) is defined as Agency and New Homes revenue generated from the Company's Property partners in a given month divided by the total number of Property partners during the month, measured as a monthly average over the Period
(8) Total unique number of Property partners is defined as the total number of UK estate & lettings agency branches, new home developers, overseas and commercial agency branches paying subscription fees for either advertising or software services
(9) Other represents revenue generated from financial services switching, boiler cover, business energy and data insight
(10) ARPL (average revenue per lead) is the revenue generated from energy switching, communications switching, financial services switching, boiler cover, business energy and data insight divided by the total number of Comparison leads during the Period
(11) A Comparison lead is measured at the point when a consumer completes an application form hosted on the Company's website or at the point in time when the customer leaves the Company's website having clicked through to a third-party website
Principal risks and uncertainties
As set out in the Strategic Report within the Annual Report 2016, the Group has identified the following principal risks and uncertainties:
-- Changing online landscape and consumer trends - The Group participates in fast-moving marketplaces which are subject to rapid technological development and changes in consumer trends which may impact the Group's ability to offer the best products and services to its partners and consumers.
-- Competitive environment - The Group operates in marketplaces which are highly competitive. The actions of the Group's competitors can have a direct impact on the Group.
-- Regulatory environment - The Group operates in a number of regulated environments. Certain revenue streams within the Comparison Services business are regulated by the FCA. The Comparison Services division also voluntarily complies with the Ofgem Confidence Code and is involved in regular communication with Ofcom.
-- Reputational and brand damage - The Group operates a number of identifiable and respected brands which could be damaged by factors such as unethical or unlawful activity, poor customer service or negative press.
-- IT systems and cyber security - A number of the Group's IT systems are interdependent and a failure in one system or a security breach may disrupt the efficiency and functioning of the Group's operations. The Group may also be subjected to cyber-attacks. The Group holds consumer and Partner data which could be susceptible to loss or theft.
-- Retention and recruitment - Success depends on the continued service and performance of the Group's Executive Management Team and other key employees. Skilled development, technical, operating, sales and marketing personnel are also essential for the business to meet its strategic goals.
-- Macroeconomic conditions - The Group derives most of its revenues from markets within the UK. The Group is therefore dependent on the macroeconomic conditions in the UK and macro factors within each of the Group's key markets.
-- Debt covenants and funding - The Group holds external debt and therefore must ensure compliance with its debt covenant ratios. The Group also needs to ensure that it has the funding required to deliver on its strategy and future growth plans and that it manages its debt and cash balances effectively.
-- Integration of acquisitions - The Group is highly acquisitive, the integration of new businesses presents inherent operational, strategic and cultural challenges.
The Directors' assessment of the risks identified above has not changed materially during the six month period to 31 March 2017. The risks identified above will continue to affect the Group in the second half of the year. Actions taken to mitigate the risks identified have been disclosed in the Strategic Report within the Annual Report 2016.
During the Period the Group acquired Hometrack.co.uk Limited ("Hometrack") and Websky Limited ("Expert Agent"). The acquisition of these businesses adds additional risks as set out below.
The Competition and Markets Authority ("CMA") is currently reviewing the Group's acquisition of Expert Agent and accordingly the CMA has served an initial enforcement order under section 72(2) of the Enterprise Act 2002. The results of the review could present a risk to the carrying value of the acquired business and could have an adverse financial impact on the Group.
As part of the acquisition of Hometrack the Group gained control of an overseas subsidiary, Hometrack Australia Pty Limited, which is located in Sydney, Australia. The Group is now exposed to a degree of foreign exchange risk as well as inherent risks associated with operating in a new geographic and regulatory environment.
Related party transactions
There have been no material related party transactions in the period. Details of related party transactions are set out in Note 18 to the condensed set of financial statements.
Going concern
As stated in Note 2 to the condensed set of financial statements, the Directors are satisfied that the Group has sufficient resources to continue in operation for the foreseeable future, a period of not less than 12 months from the date of this report. Accordingly, they continue to adopt the going concern basis in preparing the condensed financial statements.
By order of the Board
Alex Chesterman Andy Botha
Chief Executive Officer Chief Financial Officer
23 May 2017 23 May 2017
Responsibility statement
We confirm that to the best of our knowledge:
(a) the condensed set of financial statements has been prepared in accordance with IAS 34
'Interim Financial Reporting';
(b) the interim management report includes a fair review of the information required by DTR
4.2.7R (indication of important events during the first six months and description of principal
risks and uncertainties for the remaining six months of the year); and
(c) the interim management report includes a fair review of the information required by DTR
4.2.8R (disclosure of related parties' transactions and changes therein).
By order of the Board
Alex Chesterman Andy Botha
Chief Executive Officer Chief Financial Officer
23 May 2017 23 May 2017
INDEPENT REVIEW REPORT TO ZPG 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 March 2017 which comprises the condensed consolidated statement of comprehensive income, the condensed consolidated statement of financial position, the condensed consolidated cash flow statement, the condensed consolidated statement of changes in equity and related notes 1 to 20. 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 2, 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 March 2017 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
London, United Kingdom
23 May 2017
Condensed set of financial statements
Consolidated statement of comprehensive income
For the six months ended 31 March 2017
6 months 6 months Year
ended 31 ended 31 ended
March March 30 September
2017 2016 2016
Unaudited Unaudited Audited
Notes GBP000 GBP000 GBP000
Revenue 117,876 96,427 197,728
Administrative expenses (93,102) (66,959) (148,525)
Other income 227 - 472
Adjusted EBITDA 4 45,022 40,473 77,110
Share-based payments 17 (3,548) (1,837) (4,852)
Depreciation and
amortisation (7,674) (4,297) (11,179)
Exceptional items 4 (8,799) (4,871) (11,404)
------------------------ ----- ---------- ---------- -------------
Operating profit 25,001 29,468 49,675
Finance income 19 27 51
Finance costs (2,517) (1,439) (3,564)
Profit before tax 22,503 28,056 46,162
Income tax expense 5 (5,592) (5,506) (9,484)
Profit for the period 16,911 22,550 36,678
Attributable to:
Owners of the parent 16,911 22,550 36,678
Other Comprehensive
income:
Available for sale
financial assets
fair
value movement 404 - -
Total comprehensive
income for the
period 17,315 22,550 36,678
Earnings per share
Basic (pence per
share) 7 4.0 5.5 8.9
Diluted (pence per
share) 7 3.9 5.4 8.8
Consolidated statement of financial position
As at 31 March 2017
As at As at As at
31 March 31 March 30 September
2017 2016 2016
Unaudited Unaudited Audited
Notes GBP000 GBP000 GBP000
Assets
Non-current assets
Intangible assets 9 491,698 250,484 322,621
Property, plant and
equipment 6,549 1,721 6,413
Available for sale
financial assets 10 1,830 725 724
Trade and other receivables 11 3,367 7,436 3,262
503,444 260,366 333,020
Current assets
Trade and other receivables 11 40,392 30,636 36,615
Cash and cash equivalents 10,499 10,666 3,367
50,891 41,302 39,982
Total assets 554,335 301,668 373,002
Liabilities
Current liabilities
Trade and other payables 12 44,759 29,217 32,522
Current tax liabilities 5,462 7,825 6,146
Deferred and contingent
consideration 13 20,914 26,062 28,143
Provisions 14 - 217 1,304
71,135 63,321 68,115
Non-current liabilities
Loans and borrowings 15 219,814 94,603 149,696
Deferred and contingent
consideration 13 23,971 5,292 2,533
Deferred tax liability 15,258 6,824 9,021
Provisions 14 1,426 622 1,410
260,469 107,341 162,660
Total liabilities 331,604 170,662 230,775
Net assets 222,731 131,006 142,227
Equity attributable
to owners of the parent
Share capital 16 439 418 418
Share premium reserve 16 74,304 50 50
Other reserves 16 85,718 86,375 86,007
Retained earnings 62,270 44,163 55,752
Total equity 222,731 131,006 142,227
Consolidated statement of cash flows
For the six months ended 31 March 2017
6 months 6 months
ended 31 ended 31 Year ended
March March 30 September
2017 2016 2016
Unaudited Unaudited Audited
GBP000 GBP000 GBP000
Cash flows from/(used in)
operating activities
Profit before tax 22,503 28,056 46,162
Adjustments for:
Depreciation of property,
plant and equipment 550 364 1,709
Amortisation of intangible
assets 7,124 3,933 9,470
Finance income (19) (27) (51)
Finance costs 2,517 1,439 3,564
Share-based payments 3,548 1,837 4,852
Transaction costs on acquisitions 2,337 - 1,256
Movement in contingent and
deferred consideration 5,220 3,222 7,075
Operating cash flow before
changes in working capital 43,780 38,824 74,037
Increase in trade and other
receivables (1,649) (7,846) (4,991)
Increase in trade and other
payables 5,034 6,619 3,862
(Decrease)/increase in provisions (1,288) 40 505
Cash generated from operating
activities 45,877 37,637 73,413
Income tax paid (6,327) (4,740) (11,290)
Net cash flows from operating
activities 39,550 32,897 62,123
Cash flows (used in)/from
investing activities
Acquisition of subsidiaries,
net of cash acquired (133,035) (10,000) (48,381)
Settlement of deferred and
contingent consideration (21,989) - (37,042)
Amounts paid into escrow
in respect of acquisitions - - (2,448)
Investment in available
for sale financial assets (702) (725) (979)
Disposal of available for
sale financial assets - - 255
Interest received 19 27 51
Acquisition of property,
plant and equipment (534) (155) (3,980)
Acquisition and development
of intangible assets (2,865) (743) (2,561)
Net cash flows (used in)
investing activities (159,106) (11,596) (95,085)
Cash flows from/(used in)
financing activities
Proceeds from issue of share
capital, net of issue costs 74,275 - -
Proceeds on issue of debt,
net of issue costs 133,550 13,000 89,358
Repayment of debt (63,500) (31,000) (52,500)
Interest paid (2,449) (1,151) (2,942)
Treasury shares purchased - (414) (414)
Shares released from trust 142 75 182
Dividends paid (15,330) (10,344) (16,554)
Net cash flows from/(used
in) financing activities 126,688 (29,834) 17,130
Net increase/(decrease)
in cash and cash equivalents 7,132 (8,533) (15,832)
Cash and cash equivalents
at beginning of period 3,367 19,199 19,199
Cash and cash equivalents
at end of period 10,499 10,666 3,367
Consolidated statement of changes in equity
For the six months ended 31 March 2017
Share Share Other reserves Retained Total
capital premium earnings equity
reserve
EBT Treasury
share shares Merger
reserve reserve
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
At 1 October 2016 418 50 (768) (358) 87,133 55,752 142,227
Profit for the period - - - - - 16,911 16,911
Other comprehensive
income:
Fair value movements - - - - - 404 404
Transactions with
owners
recorded directly
in equity:
Share-based payments
net of national
insurance contributions - - - - - 2,743 2,743
Current tax on share-based
payments - - - - - 317 317
Deferred tax on
share-based
payments - - - - - 1,042 1,042
Treasury shares released - - - 60 - (60) -
Shares released from
EBT - - 142 - - - 142
Transfer between
reserves(1) - - - - (491) 491 -
Issue of share capital 21 74,254 - - - - 74,275
Dividends paid - - - - - (15,330) (15,330)
At 31 March 2017
(unaudited) 439 74,304 (626) (298) 86,642 62,270 222,731
Other reserves
Share EBT Treasury
Share premium share shares Merger Retained Total
capital reserve reserve reserve earnings equity
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
At 1 October 2015 418 50 (1,017) - 88,118 29,671 117,240
Profit and total
comprehensive
income
for the period - - - - - 22,550 22,550
Transactions with
owners
recorded directly
in equity:
Share-based payments
net of
national
insurance contributions - - - - - 1,608 1,608
Current tax on share-based
payments - - - - - 99 99
Deferred tax on
share-based
payments - - - - - 192 192
Treasury shares purchased - - - (414) - - (414)
Treasury shares released - - - 56 - (56) -
Shares released from
EBT - - 124 - - (49) 75
Transfer between
reserves(1) - - - - (492) 492 -
Dividends paid - - - - - (10,344) (10,344)
At 31 March 2016
(unaudited) 418 50 (893) (358) 87,626 44,163 131,006
Other reserves Retained Total
earnings equity
Share
Share premium EBT share Treasury Merger
capital reserve reserve shares reserve
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
At 1 October 2015 418 50 (1,017) - 88,118 29,671 117,240
Profit and total
comprehensive
income for the
period - - - - - 36,678 36,678
Transactions with
owners
recorded directly
in equity:
Share-based payments - - - - - 3,990 3,990
Current tax on
share-based
payments - - - - - 217 217
Deferred tax on
share-based
payments - - - - - 888 888
Treasury shares
purchased - - - (414) - - (414)
Treasury shares
released - - - 56 - (56) -
Shares released
from trust - - 249 - - (67) 182
Transfer between
reserves(1) - - - - (985) 985 -
Dividends paid - - - - - (16,554) (16,554)
At 30 September
2016 (audited) 418 50 (768) (358) 87,133 55,752 142,227
(1) The transfer from merger reserve to retained earnings in each period represents an equalisation adjustment in respect of the amortisation charge on intangibles which arose on acquisition of The Digital Property Group Limited on 31 May 2012.
Notes
1. General information
ZPG Plc (the "Company") is a digital media and lead generation platform registered in England and Wales under Company Number 09005884. The principal activity of the Company is the operation of some of the UK's most trusted digital platforms including Zoopla, uSwitch, Property Software Group, Primelocation and Hometrack. A copy of the Company's statutory accounts for the year ended 30 September 2016 has been delivered to the Registrar of Companies. The accounts are available on the Company's website at www.zpg.co.uk/investors. The Company's auditor reported on those accounts: their report was unqualified, did not draw attention to any matters by way of emphasis and did not contain a statement under section 498(2) or (3) of the Companies Act 2006.
2. Accounting Policies
Basis of preparation
The consolidated financial statements incorporate the accounts of the Company and entities controlled by the Company (its "subsidiaries") (together, "the Group"). Control is achieved where the Company:
-- has the power over the investee; -- is exposed, or has rights, to variable return from its involvement with the investee; and -- has the ability to use its power to affect its returns.
The results of subsidiaries acquired are included from the effective date of acquisition. The results of subsidiaries sold are included up to the effective date of disposal.
The annual financial statements of the Group and the Company are prepared in accordance with International Financial Reporting Standards, International Accounting Standards and IFRIC interpretations (collectively "IRFS") issued by the International Accounting Standards Board 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 ("IAS") 34 'Interim Financial Reporting', as adopted by the European Union.
The half year results for the six months ended 31 March 2017 are unaudited. The auditor, Deloitte LLP, has carried out a review of the condensed set of financial statements and their report is included within this announcement. The comparative figures for the year ended 30 September 2016 have been extracted from the Annual Report 2016. These comparatives have been audited by the auditor and their report was unqualified. The comparative figures for the six months ended 31 March 2016 have been extracted from the Group's half year results for the six months ended 31 March 2016 which were reviewed by the auditor.
Changes in accounting policies and standards
The accounting policies applied by the Group are the same as those applied for the year ended 30 September 2016 as set out in the Annual Report 2016 with the addition of the two policies set out below. There are no new standards or amendments to standards effective for the periods presented that have a material impact on the Group.
Lease income
During the period the Group entered into a sub-lease agreement for the Group's previous head office at the Harlequin Building, London. The sub-lease is recognised as an operating lease as the material risks and rewards with regards to the property remain with the superior lease lessor. Operating lease income is recognised in the consolidated statement of comprehensive income on a straight-line basis over the period of the lease. Rent free and discounted rent periods are amortised through the consolidated statement of comprehensive income over the term of the lease.
Consolidation of foreign subsidiaries
The results and financial position of subsidiaries which have a functional currency other than the presentational currency are translated to the presentational currency as set out below (excluding currencies of a hyper-inflationary economy):
-- Assets and liabilities for each statement of financial position presented are translated at the closing exchange rate at the date of the statement of financial position.
-- Income and expenses for each statement of comprehensive income are translated at the average exchange rate for the period presented.
-- All resulting exchange differences are recognised in other comprehensive income.
Foreign transactions and balances
Transactions in foreign currencies are initially recorded using monthly rates of exchange. Monetary assets and liabilities denominated in foreign currencies are translated using the rate of exchange at the statement of financial position date and the gains/losses on translation are included in the statement of comprehensive income within finance income/costs.
Going Concern
The financial position of the Group shows a positive net asset position with significant cash resources and high cash generation. Furthermore, the Group continues to generate both positive Adjusted EBITDA and profit after tax. As a consequence, the Directors believe that the Group is well placed to manage its business and financial risks successfully.
The Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the historical financial information.
Critical accounting judgements and key sources of estimation uncertainty
The Group's Management makes certain estimates and assumptions regarding the future. Estimates and judgements are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the current circumstances. Actual results may differ from these estimates and assumptions. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within future periods are consistent with those disclosed in the Annual Report 2016.
Judgements made in relation to acquisitions made in the period are set out in Note 8.
Adjusted performance measures
In the analysis of the Group's financial performance certain information disclosed in the financial statements may be prepared on a non-GAAP basis or has been derived from amounts calculated in accordance with IFRS but is not itself an expressly permitted GAAP measure. These measures are reported in line with how financial information is analysed by Management. The Directors' believe that these non-GAAP measures provide a more appropriate measure of the Group's underlying business performance and a closer approximation to the Group's operating cash flows. Furthermore, both the terms of the Group's borrowings and the remuneration of Management are assessed using one or more of the adjusted performance measures. Adjusted EBITDA and adjusted basic EPS are therefore considered key performance metrics for Management, the providers of the Group's external debt and other stakeholders. The non-GAAP measures are designed to increase comparability of the Group's financial performance year-on-year. However, these measures may not be comparable with non-GAAP measures adopted by other companies. The key non-GAAP measures presented by the Group are:
3. Business and geographical segments
The Board of Directors has been identified as the Group's chief operating decision maker. The monthly reporting pack provided to the Board to enable assessment of the performance of the business has been used as the basis for determining the Group's operating segments.
Whilst the chief operating decision maker monitors the performance of the business at a revenue and Adjusted EBITDA level (Note 4), depreciation and amortisation, share-based payments, exceptional items, finance income and costs and income tax are all monitored on a centralised basis. As the business evolves, and the divisions become more integrated, the Directors will continue to assess the relevance of splitting out costs for the Property Services and Comparison Services division.
Assets and liabilities are also managed on a centralised basis and are not reported to the chief operating decision maker in a disaggregated format.
The chief operating decision maker monitors six individual revenue streams as set out below. The six revenue streams are grouped under two headings: Property Services and Comparison Services. Adjusted EBITDA is monitored on an aggregated basis under these two headings. Certain central costs such as Board fees and the salaries of certain Executive Directors are allocated across the two divisions.
Property Services:
* Agency revenue, which represents property advertising
services and the provision of property software and
websites to estate agents. Agency includes the
revenue of the acquired Technicweb and Expert Agent
businesses.
* New Homes revenue, which represents property
advertising services provided to new home developers;
and
* Other Property Services revenue, which predominantly
represents data services, marketing services and
display advertising. Other Property Services includes
the revenue of the acquired Hometrack business.
Comparison Services:
* Energy revenue, which represents gas and electricity
switching services;
* Communications revenue, which represents mobile,
broadband, pay TV and home phone switching services;
and
* Other Comparison Services revenue, which
predominantly represents financial services switching,
boiler cover, business energy and data insight
services.
All material revenues are generated from within the UK and Australia (UK: GBP116.8 million, Australia: GBP1.1 million). In the year ended 30 September 2016 and the period ended 31 March 2016 all material revenues were generated from within the UK.
Property Comparison Total
Services Services Group
Six months ended 31 March 2017 GBP000 GBP000 GBP000
Revenue
Agency 41,290 - 41,290
New Homes 6,709 - 6,709
Other Property Services 7,837 - 7,837
Energy - 30,308 30,308
Communications - 22,509 22,509
Other Comparison Services - 9,223 9,223
Total revenue 55,836 62,040 117,876
Underlying costs (31,198) (41,656) (72,854)
Adjusted EBITDA 24,638 20,384 45,022
Share-based payments (3,548)
Depreciation and amortisation (7,674)
Exceptional items (8,799)
Operating profit 25,001
Finance income 19
Finance costs (2,517)
Profit before tax 22,503
Income tax expense (5,592)
Profit for the period 16,911
Property Comparison Total
Services Services Group
Six months ended 31 March 2016 GBP000 GBP000 GBP000
Revenue
Agency 28,803 - 28,803
New Homes 5,708 - 5,708
Other Property Services 4,154 - 4,154
Energy - 28,997 28,997
Communications - 22,176 22,176
Other Comparison Services - 6,589 6,589
Total revenue 38,665 57,762 96,427
Underlying costs (20,136) (35,818) (55,954)
Adjusted EBITDA 18,529 21,944 40,473
Share-based payments (1,837)
Depreciation and amortisation (4,297)
Exceptional items (4,871)
Operating profit 29,468
Finance income 27
Finance costs (1,439)
Profit before tax 28,056
Income tax expense (5,506)
Profit for the period being total comprehensive income 22,550
Property Comparison Total
Services Services Group
Year ended 30 September 2016 GBP000 GBP000 GBP000
Revenue
Agency 66,498 - 66,498
New Homes 11,736 - 11,736
Other Property Services 8,516 - 8,516
Energy - 52,659 52,659
Communications - 44,137 44,137
Other Comparison Services - 14,182 14,182
Total revenue 86,750 110,978 197,728
Underlying costs (48,202) (72,416) (120,618)
Adjusted EBITDA 38,548 38,562 77,110
Share-based payments 4,852)
Depreciation and amortisation (11,179) Exceptional items (11,404) Operating profit 49,675 Finance income 51 Finance costs (3,564) Profit before tax 46,162 Income tax expense (9,484) Profit for the period being total comprehensive income 36,678 4. Adjusted EBITDA
Adjusted EBITDA is used by Management as a key measure to monitor the Group's business and the Directors believe it should be disclosed on the face of the statement of comprehensive income to assist in the understanding of the Group's underlying financial performance. Furthermore, the terms of the Group's revolving credit facility require Management to report on the Group's net debt to Adjusted EBITDA ratio. Adjusted EBITDA is therefore considered a key performance metric for Management, the providers of the Group's external debt and other stakeholders.
The Group defines Adjusted EBITDA as operating profit after adding back depreciation and amortisation, share-based payments and exceptional items. Exceptional items include costs and income which Management believes to be exceptional in nature by virtue of their size or incidence. Such items would include costs associated with business combinations, one-off gains and losses on disposal, and similar items of a non-recurring nature together with reorganisation costs and similar charges.
This is further adjusted for share-based payment expenses which are comprised of charges relating to: (i) warrants issued to certain of the Group's partners; and (ii) employee incentive plans which are aimed at retaining staff and aligning employee objectives with those of the Group. The Directors consider that excluding share-based payments and other non-cash charges such as depreciation and amortisation in arriving at Adjusted EBITDA gives a more appropriate measure of the Group's underlying financial performance and a closer approximation to the Group's operating cash flows.
6 months 6 months Year ended
ended ended 30
31 March 31 March September
2017 2016 2016
GBP000 GBP000 GBP000
Operating profit 25,001 29,468 49,675
Depreciation 550 364 1,709
Amortisation of intangible
assets arising on acquisition 5,786 3,070 7,481
Amortisation of other
intangible assets 1,338 863 1,989
Share-based payments
(Note 17) 3,548 1,837 4,852
Exceptional items 8,799 4,871 11,040
Adjusted EBITDA 45,022 40,473 77,110
Exceptional items comprise:
6 months 6 months Year ended
ended ended 30
31 March 31 March September
2017 2016 2016
GBP000 GBP000 GBP000
Transaction costs incurred
on acquisitions 2,337 32 1,256
Release of Harlequin
Building dilapidation
provision (519) - -
Management deferred
consideration(1) 4,716 1,410 4,412
Management earn-out
consideration(1) 504 1,812 2,663
Management deal-related
performance bonus(1) 1,761 1,617 3,073
Exceptional items 8,799 4,871 11,404
1. Charges for exceptional Management deferred consideration, earn-out consideration and deal-related performance bonuses relate to future payments to Management shareholders acquired as part of the transaction, where the consideration requires their continued employment.
5. Income tax
The effective tax rate applied to profit before tax for the six months ended 31 March 2017 was 24.9% (31 March 2016: 19.6%, 30 September 2016: 20.5%). The rate represents Management's best estimate of the weighted average tax rate for the full financial year after adjusting for discrete items. The effective rate is higher than the statutory rate due to disallowable transaction costs incurred on the acquisitions of Hometrack, Expert Agent and Technicweb and on-going charges relating to deferred and contingent consideration in relation to the PSG and uSwitch acquisitions.
6. Dividends
6 months 6 months Year ended
ended ended 30 September
31 March 31 March 2016
2017 2016 GBP000
GBP000 GBP000
Final dividend for
2016 of 3.7 pence per
Ordinary Share paid
on 9 February 2017 15,330 - -
Interim dividend for
2016 of 1.5 pence per
Ordinary Share paid
on 24 June 2016 - - 6,210
Final dividend for
2015 of 2.5 pence per
Ordinary Share paid
on 3 March 2016 - 10,344 10,344
Total dividends paid
in the period 15,330 10,344 16,554
After the period end the Directors declared an interim dividend of 1.9 pence per share resulting in an interim dividend of GBP8.3m payable on 23 June 2017 to those shareholders on the register at 2 June 2017. The interim dividend has not been included as a liability at the statement of financial position date.
7. Earnings per share
6 months 6 months Year ended
ended ended 30 September
31 March 31 March 2016
2017 2016 GBP000
GBP000 GBP000
Earnings for the purposes
of basic and diluted earnings
per share being profit
for the period 16,911 22,550 36,678
Exceptional items, net
of tax (Note 4) 8,308 4,571 11,404
Amortisation of intangible
assets arising on acquisitions,
net of tax 4,636 1,507 7,481
Adjusted earnings for
the period 29,855 28,628 52,393
Number of shares
Weighted average number
of Ordinary Shares 420,603,856 413,331,380 413,262,135
Dilutive effect of share
options and warrants 7,176,200 3,120,211 5,305,776
Dilutive effect of potentially
issuable shares 470,999 4,831,200 -
Dilutive earnings per
share denominator 428,251,055 421,282,791 418,567,911
Basic and diluted earnings
per share
Basic earnings per share
(pence) 4.0 5.5 8.9
Diluted earnings per share
(pence) 3.9 5.4 8.8
Adjusted earnings per
share
Adjusted basic earnings
per share (pence) 7.1 6.9 12.7
Adjusted diluted earnings
per share (pence) 7.0 6.8 12.5
As at 31 March 2017 the Group has deferred consideration obligations relating to the Hometrack and Expert Agent acquisitions which can be settled in either shares or cash or at the option of the Group. These obligations result in a weighted average number of potentially issuable dilutive shares of 470,999.
As at 31 March 2016 the Comparison Services division (uSwitch) had met the targets of the contingent consideration set out at acquisition and therefore the weighted average number of dilutive shares includes 4,831,200 potentially issuable shares for the portion of the earn-out payable in cash or in shares at the option of the Company. This was subsequently settled in cash.
8. Acquisitions
Hometrack
On 31 January 2017 ZPG Plc completed its acquisition of Hometrack through the purchase of 100% of the issued share capital of Hometrack.co.uk Limited for total consideration of GBP124.3 million as measured in accordance with IFRS 3.
Hometrack was consolidated into the Group on 31 January 2017. In the period, Hometrack contributed revenue of GBP3.1 million and adjusted EBITDA of GBP1.6 million to the consolidated results of the Group.
The purchase has been accounted for as a business combination under the acquisition method in accordance with IFRS 3. In calculating the goodwill arising on acquisition the fair value of net assets acquired was assessed and no material adjustments from book value were made to existing assets and liabilities. The Group has also recognised a number of separately identifiable intangibles as part of the acquisition, details of which are set out in the table below.
The fair values of the assets and liabilities acquired are as follows:
Fair value
GBP000
--------------------------------------------- ----------
Property, plant and equipment 51
Trade and other receivables 3,553
Deferred tax asset 243
Corporation tax asset 1,678
Trade payables (103)
Accruals and other payables (6,732)
Total net liabilities acquired (1,310)
--------------------------------------------- ----------
Intangible assets recognised on acquisition:
- Brand 2,122
- Customer relationships 27,030
- IP 18,522
Deferred tax liability arising on intangible
assets (9,476)
Goodwill on acquisition 87,382
--------------------------------------------- ----------
124,270
--------------------------------------------- ----------
Satisfied by:
Cash consideration, net of cash acquired 93,189
Debt assumed and discharged 16,005
Deferred and contingent consideration 15,076
--------------------------------------------- ----------
Total consideration 124,270
--------------------------------------------- ----------
Brand
Hometrack is the UK's leading provider of residential property market insights and analytics and has a strong position in the Australian market. The brand is considered to be highly recognisable in both these markets.
IP
Hometrack's Automated Valuation Model ("AVM") technology underpins the market insights, analytics valuations and data services it provides to its customers. The technology is recognised by all the major ratings agency in the UK.
Customer relationships
Hometrack provides residential property market insights, analytics valuations and data services to over 400 partners including mortgage lenders, new home developers, investors, housing associations and local authorities. At 31 March 2017 customers include 15 of the top 20 mortgage lenders in UK as well as all 4 leading Australian mortgage lenders. Over 70% of Hometrack's revenues are subscription based and underpinned by long-term relationships
Deferred consideration
On acquisition the Group recognised deferred consideration of GBP15.1 million of which GBP13.9 million represents the fair value of a commercial earn-out agreement with the sellers. The settlement of the commercial earn-out will be in the range of GBPnil to GBP25.0 million payable up to ten years' post-acquisition. The recognised fair value was determined using unobservable inputs (Level 3) within a weighted average scenario analysis. At each reporting period the earn-out liability will be considered in light of any additional information available with any adjustment being recognised in the consolidated statement of comprehensive income.
A further GBP10.1 million is payable to Management shareholders and is not contingent on performance but is conditional on the continued employment of Management up to and including the date of payment. In accordance with IFRS 3, this consideration will be recognised as a remuneration expense in the Group's consolidated statement of comprehensive income over the deferral period of between 12 months and 24 months from the date of acquisition. The Group is accruing the full GBP10.1 million over the deferral period, adjusted by an estimation of the number of leavers.
Technicweb
On 30 November 2016 Zoopla Limited, a subsidiary of ZPG Plc, completed its acquisition of Technicweb through the purchase of 100% of the issued share capital of Technicweb Limited for total consideration of GBP2.5 million as measured in accordance with IFRS 3.
Technicweb was consolidated into the Group on 30 November 2016. In the Technicweb contributed revenue of GBP0.3 million and adjusted EBITDA of GBP(0.1) million to the consolidated results of the Group.
The purchase has been accounted for as a business combination under the acquisition method in accordance with IFRS 3. In calculating the goodwill arising on acquisition the fair value of net assets acquired was assessed and no material adjustments from book value were made to existing assets and liabilities. The Group has also recognised a number of separately identifiable intangibles as part of the acquisition, details of which are set out in the table below.
The fair values of the assets and liabilities acquired are as follows:
Fair value
GBP000
---------------------------------------------- ----------
Property, plant and equipment 6
Trade and other receivables 25
Corporation tax asset 26
Trade payables (17)
Accruals and other payables (78)
Total net liabilities acquired (38)
---------------------------------------------- ----------
Intangible assets recognised on acquisition:
- Software 1,000
Deferred tax liability arising on intangibles (184)
Goodwill on acquisition 1,683
---------------------------------------------- ----------
2,461
---------------------------------------------- ----------
Satisfied by:
Cash consideration, net of cash acquired 1,493
Debt assumed and discharged 68
Deferred and contingent consideration 900
---------------------------------------------- ----------
Total consideration 2,461
---------------------------------------------- ----------
Software
Technicweb specialises in designing custom built, fully responsive websites for the property sector. Technicweb owns and develops software to streamline the process of producing a bespoke fully responsive website for its estate agent partners.
Deferred consideration
On acquisition the Group recognised GBP0.9m of deferred consideration which represents the fair value of a commercial earn-out agreement with the sellers.
Expert Agent
On 1 March 2017 Zoopla Limited, a subsidiary of ZPG Plc, completed its acquisition of Expert Agent through the purchase of 100% of the issued share capital of Websky Limited for total consideration of GBP35.2 million as measured in accordance with IFRS 3. On acquisition the Group recognised deferred consideration of GBP15.0 million due to sellers over a period of 12 to 36 months post acquisition.
Expert Agent was consolidated into the Group on 1 March 2017. In the period Expert Agent contributed revenue of GBP0.4 million and adjusted EBITDA of GBP0.2 million to the consolidated results of the Group.
The acquisition of Expert Agent is being reviewed by the Competition and Markets Authority ("CMA"), accordingly the CMA has served an initial enforcement order under section 72(2) of the Enterprise Act 2002.
Due to the current restrictions the acquisition accounting for Expert Agent is on-going. For the purposes of this report the entire consideration over acquired net assets has been treated as goodwill. This will be allocated to separately identifiable intangible assets when disclosed in the Annual Report 2017. The preliminary view of the acquired statement of financial position consolidated in this report contains acquired net tangible liabilities of GBP0.2m and therefore GBP35.4m of goodwill has been recognised on acquisition.
Like-for-Like basis
On a like-for-like basis, assuming that Expert Agent, Technicweb and Hometrack were consolidated from the commencement of the 2017 financial year, the combined Group would have recorded revenue of GBP126.0 million (GBP2.1 million, GBP0.5 million and GBP9.3 million respectively) and adjusted EBITDA of GBP49.0 million (GBP1.2 million, (GBP0.1) million and GBP4.6 million respectively) for the period.
9. Intangible assets
Websites
Customer Domain and computer
Goodwill Brand relationships names software Database IP Total
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
---------------- -------- ------- -------------- ------- --------------- -------- -------- -------
Cost
At 1 October
2016 246,821 50,992 26,575 1,451 12,312 1,129 - 339,280
On acquisition 124,598 2,122 27,030 - 1,064 - 18,522 173,336
Additions - - - - 2,865 - - 2,865
---------------- -------- ------- -------------- ------- --------------- -------- -------- -------
At 31 March
2017 371,419 54,114 53,605 1,451 16,241 1,129 18,522 515,481
---------------- -------- ------- -------------- ------- --------------- -------- -------- -------
Amortisation
At 1 October
2016 - 6,605 5,908 1,296 2,225 625 - 16,659
Charge for
the period - 2,604 2,386 81 1,202 152 699 7,124
---------------- -------- ------- -------------- ------- --------------- -------- -------- -------
At 31 March
2017 - 9,209 8,294 1,377 3,427 777 699 23,783 ---------------- -------- Net book value ---------------- -------- ------- -------------- ------- --------------- -------- -------- ------- At 31 March 2017 371,419 43,905 45,311 74 12,814 352 17,823 491,698 ---------------- -------- ------- -------------- ------- --------------- -------- -------- ------- At 31 March 2016 199,575 44,859 1,787 85 3,521 657 - 250,484 At 30 September 2016 246,821 44,387 20,667 155 10,087 504 - 322,621
10. Available for sale financial assets
As at 31 March 2017 the Group recognises GBP1.8 million for investments in a number of UK PropTech start-ups. The Group is not deemed to exercise control or significant influence over these entities and therefore the investments have been classified as available for sale financial assets and are held at fair value. The Available for sale financial assets are measured at fair value based upon Level 2 inputs.
AFS Investment
GBP000
At 1 October 2016 724
Additions 702
Revaluations 404
At 31 March 2017 1,830
---------------------- --------------
At 31 March 2016 725
At 30 September 2016 724
11. Trade and other receivables
31 March 31 March 30 September
2017 2016 2016
GBP000 GBP000 GBP000
Trade receivables 13,151 9,121 8,896
Accrued income 16,413 17,619 17,228
Prepayments 3,903 2,918 3,160
Amounts held in escrow 9,884 7,436 9,884
Other receivables 408 978 709
43,759 38,072 39,877
Non-current 3,367 7,436 3,262
Current 40,392 30,636 36,615
43,759 38,072 39,877
======== ======== ============
The Directors consider that the carrying value of trade and other receivables is approximate to their fair value. The carrying value also represents the maximum credit exposure.
GBP9.9 million is held in escrow for the settlement of deferred consideration payable in relation to the acquisition of uSwitch.
12. Trade and other payables
31 March 31 March 30 September
2017 2016 2016
GBP000 GBP000 GBP000
Trade payables 8,789 8,924 7,618
Accruals 18,619 12,806 16,955
Other taxation and social
security payments 12,003 7,126 5,865
Deferred income 5,019 145 1,813
Other payables 329 216 271
44,759 29,217 32,522
The Directors consider that the carrying value of trade and other payables is approximate to their fair value. All trade and other payables are considered current liabilities.
13. Deferred and contingent consideration
Contingent
consideration
Deferred -
consideration earn-out Total
GBP000 GBP000 GBP000
At 1 October 2016 28,859 1,817 30,676
Recognised on acquisition 16,219 14,759 30,978
Charge in the period 4,716 504 5,220
Paid in the period (21,989) - (21,989)
At 31 March 2017 27,805 17,080 44,885
Non-current 9,634 14,337 23,971
Current 18,171 2,743 20,914
27,805 17,080 44,885
============== ============== ========
At 31 March 2016 3,386 27,968 31,354
-------------- -------------- --------
At 30 September 2016 28,859 1,817 30,676
-------------- -------------- --------
The non-current deferred consideration and earn-out is payable in period greater than one year up to ten years from the statement of financial position date.
14. Provisions
Dilapidation Onerous
provision Lease Total
GBP000 GBP000 GBP000
At 1 October 2016 1,985 729 2,714
Recognised in the period 16 - 16
Utilised in the period (56) (486) (542)
Released in the period (519) (243) (762)
At 31 March 2017 1,426 - 1,426
At 31 March 2016 839 - 839
------------ ------- -------
At 30 September 2016 1,985 729 2,714
------------ ------- -------
During the period the Group entered into a sublease agreement for the vacant office space at the Harlequin Building, one of the Group's previous office buildings. In the period the related onerous lease provision was partially utilised and then the remainder was released to the statement of comprehensive income.
All provisions remaining at 31 March 2017 are considered non-current.
15. Loans and borrowings
The Hometrack acquisition was financed through a new GBP75.0 million term loan repayable in three instalments, GBP10.0 million in April 2018, GBP10.0 million in April 2019 and GBP55.0 million in April 2020. During the period drawdowns totalling GBP59.0 million and repayments of GBP63.5 million were made via the Group's existing Revolving Credit Facility.
At 31 March 2017 outstanding gross borrowings were GBP222.0 million (30 September 2016: GBP151.0m, 31 March 2016: GBP96.0 million).
The drawn portion of the facilities incurs interest at UK Libor plus a margin. The margin is variable based on the Group's Net Debt to Adjusted EBITDA ratio.
31 March 31 March 30 September
2017 2016 2016
GBP000 GBP000 GBP000
Gross borrowings 222,000 96,000 151,500
Capitalised costs (2,186) (1,397) (1,804)
11 11
-------- -------- ------------
Total Loans and borrowings 219,814 94,603 149,696
======== ======== ============
16. Equity
On 31 January 2017 a total of 20,897,684 new ordinary shares, representing approximately 5% of the share capital of ZPG Plc, were successfully placed at a price of 365 pence per share raising gross proceeds of GBP76.3 million to finance the acquisition of Hometrack.
Share capital
The nominal value of the Group's Ordinary Shares as at 31 March 2017 amounted to GBP439,000 (31 March 2016 and 30 September 2016: GBP418,000). The total number of Ordinary Shares in issue at 31 March 2017 was 439,014,156.
Share Premium
As at 31 March 2017 the ZPG Plc Share Premium Reserve amounted to GBP74.3m (31 March 2016 and 30 September 2016: GBP50,000).
Other reserves - Merger reserve
The opening merger reserve was created in May 2012 from the premium on shares issued for the acquisition of The Digital Property Group Limited.
Other reserves - EBT share reserve
The EBT share reserve represents shares in issue that are held by the Employee Benefit Trust ("EBT") for the purpose of settling the Group's obligations under its employee share based payment schemes.
Other reserves - Treasury shares
As at 31 March 2017 the Group holds 135,317 of its ordinary shares in treasury.
17. Share-based payments
The Group operates a number of share-based incentive schemes for both its employees and certain estate agent members. The Group recognised a total share-based payments charge of GBP3.5m for the six months ended 31 March 2017 (period ended 31 March 2016: GBP1.8m, year ended 30 September 2016: GBP4.9m) as set out below.
6 months 6 months
ended 31 ended 31 Year ended
March March 30 September
2017 2016 2016
GBP000 GBP000 GBP000
Employee Share Option
Scheme 281 332 486
Long Term Incentive Plan 792 229 881
Value Creation Plan 578 578 1,156
Share Incentive Plan 163 120 276
Deferred Bonus Plan 274 190 427
Management deal related
performance bonus 296 - 358
Big Goals Incentive Plan 100 - -
Warrants 259 157 406
National insurance contributions
payable in respect of
eligible share-based payment
schemes 805 231 862
Total share-based payments
charge 3,548 1,837 4,852
Big Goals Incentive Plan
On 28 February 2017 an amendment was made to the Group's Big Goal Incentive Plan. The scheme that was previously settled in cash will now be settled in nil-cost options on achievement of Group wide financial performance goals which rewards employees for the achievement of Group-wide targets.
Long Term Incentive Plan
On 6 December 2016, 1,268,175 nil-cost options were granted to participants under the Long Term Incentive Plan in accordance with the Group's Remuneration Policy.
Deferred Bonus Plan
On 6 December 2016, 301,395 nil-cost options were granted to participants under the deferred bonus plan in accordance with the Group's Remuneration Policy.
Value Creation Plan
On 3 January 2017, 3,233,127 options were granted to the Group's CEO under the Value Creation Plan in accordance with the Group's Remuneration Policy.
18. Related party transactions
Key management personnel
The Chairman and the Directors are considered to be the key management personnel of the group along with certain members of the Group's Executive Management team. There have been no transactions with key management personnel during the period outside of the remuneration policies outlined in the Group's Annual Report 2016.
No share options were exercised by Key Management Personnel in the period.
Other Group companies
Transactions with other Group companies have been eliminated on consolidation.
Other related parties
Daily Mail and General Trust plc ("DMGT") owned 29.8% of the share capital of ZPG Plc at 31 March 2017 (30 September 2016 and 31 March 2016: 31.3%).
There were no material transactions with any other related parties in the period.
19. Subsequent events
On 22 May 2017 the Group signed an agreement to invest GBP250,000 in Global Property Ventures Limited, ("Zero Deposit"); a new tenancy deposit replacement scheme, in the form of convertible loan notes.
20. Contingent Liabilities
The competition and markets authority ("CMA") is reviewing the Group's acquisition of Expert Agent and accordingly the CMA has served an initial enforcement order under section 72(2) of the Enterprise Act 2002. The Directors note that subject to the outcome of the on-going investigation there could be a risk that the carrying value of the acquired assets and goodwill recognised upon acquisition and as at 31 March 2017 are impaired.
Shareholder information
Contacts Corporate advisers
Chief Executive Officer Auditor
Alex Chesterman Deloitte LLP
Chief Financial Officer Remuneration advisers
Andy Botha PricewaterhouseCoopers
LLP
Company Secretary Brokers
Ned Staple Credit Suisse International
Jefferies Hoare Govett
Head of Communications Solicitors
Lawrence Hall Freshfields Bruckhaus
Deringer LLP
Head of Investor Registrar
Relations Equiniti Limited
Rachael Malcolm
Website:
www.zpg.co.uk
Registered Office
Zoopla Property Group
Plc
The Cooperage
5 Copper Row
London SE1 2LH
Financial Calendar 2017
Interim dividend ex-dividend 1 June 2017
date
Interim dividend record 2 June 2017
date
Payment date for interim 23 June
dividend 2017
Financial year end 30 September
2017
Shareholder enquiries
The Company's registrar is Equiniti. They will be pleased to deal with any questions regarding your shareholding or dividends. Please notify them of your change of address or other personal information. Their address details are:
Equiniti
Aspect House
Spencer Road
Lancing
West Sussex BN99 6DA
Equiniti is a trading name of Equiniti Limited.
Equiniti helpline: 0371 384 2030 (calls cost 8 pence per minute plus network extras) (Overseas: +44 121 415 7047). Lines open 8.30am to 5.30pm, Monday to Friday (excluding public holidays).
Shareholders are able to manage their shareholding online and facilities included electronic communications, account enquiries, amendment of address and dividend mandate instructions.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR LIFEEEFISFID
(END) Dow Jones Newswires
May 24, 2017 02:00 ET (06:00 GMT)
1 Year ZPG Chart |
1 Month ZPG Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions
