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Hyve Group PLC INTERIM RESULTS ANNOUNCEMENT

07/05/2020 7:00am

UK Regulatory (RNS & others)


Ite (LSE:ITE)
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From May 2020 to Aug 2020

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TIDMHYVE

RNS Number : 2462M

Hyve Group PLC

07 May 2020

7 May 2020

Hyve GROUP PLC

("Hyve" or the "Group")

INTERIM RESULTS ANNOUNCEMENT

Coronavirus update

 
         --   Decisive management action has been taken to reduce costs and 
               manage cash and liquidity. 
         --   Underwritten rights issue to raise GBP126.6m separately announced 
               today, to provide security through the COVID-19 crisis and support 
               the Group's long-term success. 
         --   Waivers obtained for the leverage ratio and interest cover covenants 
               up to and including March 2022 and additional liquidity of GBP35m 
               secured through deferrals of the next two term loan repayments 
               until December 2023, previously due in November 2020 and November 
               2021, conditional on the successful completion of the rights 
               issue. 
         --   Postponement Plan has moved 30 events to later this financial 
               year, 18 are postponed to FY21 and 13 have been cancelled in 
               this financial year. 
         --   Close collaboration with customers to ensure attendance at events 
               when they are rescheduled. 
         --   Continued productive dialogue with venue owners to defer and 
               rollover costs for postponed or cancelled events. 
         --   Accelerating omni-channel strategy to connect with customers 
               online with Shoptalk leading the way. 
 

Financial highlights

 
                                            Six months to    Six months to 
                                            31 March 2020    31 March 2019 
 
 Volume sales                                308,500 m(2)     354,300 m(2) 
 Revenue                                         GBP96.3m        GBP107.8m 
 Headline profit before tax(1)                   GBP19.8m         GBP24.5m 
 (Loss) / Profit before tax                   GBP(168.3)m          GBP1.9m 
 Headline diluted earnings per share(2)              2.0p             2.3p 
 Diluted earnings per share                       (21.6)p           (0.1)p 
 Interim dividend per share                           Nil             0.9p 
 Adjusted net debt(3)                           GBP157.2m        GBP108.9m 
 
 
         --   Revenue of GBP96.3m (2019: GBP107.8m), impacted by international 
               government restrictions to control coronavirus. 
         --   Despite the impact of coronavirus, revenue increased 1% on a 
               like-for-like basis(4) and by 3% including biennials and timing 
               differences. 
         --   Headline profit before tax of GBP19.8m (2019: GBP24.5m), due 
               to event postponements and cancellations as a result of coronavirus. 
         --   Statutory loss before tax of GBP168.3m (2019: profit of GBP1.9m), 
               after GBP166.8m of non-cash impairments as a result of the coronavirus 
               outbreak. 
         --   Cash conversion(5) of 137% (2019: 102%), owing to strong cash 
               collection pre-coronavirus but lower profits due to event postponements 
               and cancellations in March. 
         --   Dividends suspended and future dividends will be kept under review 
               and subject to bank waiver restrictions. 
         --   GBP110.1m acquisition of Shoptalk and Groceryshop in December 
               2019, two US-based market-leading events focused on e-commerce 
               for retail and grocery. Shoptalk did not take place in the period 
               due to coronavirus and Groceryshop has been cancelled this financial 
               year, with the next event to be run in FY21. 
         --   Adjusted net debt increased from GBP108.9m to GBP157.2m following 
               the acquisition of Shoptalk and Groceryshop. 
 

Mark Shashoua, CEO of Hyve Group plc, commented:

"We started this year in a very strong position. We reported strong like-for-like growth in Q1 and added two market-leading products, Shoptalk and Groceryshop to our portfolio.

When the pandemic began, we initiated Project Fortress - Hyve's immediate response to COVID-19 - leaving no stone unturned. We responded rapidly and decisively by rescheduling events, reducing our costs, managing cash and supporting our customers and people through this crisis. In these unprecedented circumstances we have done everything we can and at pace to protect the business. Today we have strengthened our financial position through a GBP126.6m fully underwritten rights issue, to provide additional security through this crisis and to support the long-term success of the business.

Market-leading events act as a key trading platform for many industries and will play a vital role in reigniting economies, and we are working closely with customers, government and industry bodies to make this happen. We have also accelerated our focus on building our omni-channel capabilities driven by the Shoptalk and Groceryshop acquisition. Digital will not replace face-to-face events, but it complements them with online activity that supports our customers year-round and maximises the profile of our brands.

Whilst the immediate impact of temporary government restrictions has been severe, we believe these are short term challenges. Our strategy of building a portfolio of market-leading events and the investment made over the last three years puts us in a strong position when we exit this crisis."

 
 1.   Headline profit before tax is defined as profit before tax and 
       adjusting items, which include amortisation of acquired intangibles, 
       impairment of goodwill, intangible assets and investments, profits 
       or losses arising on disposal of Group undertakings, restructuring 
       costs, transaction and integration costs on completed and pending 
       acquisitions and disposals, tax on income from associates and 
       joint ventures, gains or losses on the revaluation of deferred/contingent 
       consideration and on equity option liabilities over non-controlling 
       interests, and imputed interest charges on discounted equity 
       option liabilities - see note 3 to the condensed consolidated 
       financial statements for details. 
 2.   Headline diluted earnings per share is calculated using profit 
       attributable to shareholders before adjusting items - see notes 
       3 and 6 to the condensed consolidated financial statements for 
       details. 
 3.   Adjusted net debt is defined as cash and cash equivalents after 
       deducting bank loans. This is therefore prior to any lease liabilities 
       recognised on the balance sheet. 
 4.         Like-for-like results are stated on a constant currency basis 
             - translating the current year results at their equivalent reported 
             rates in the comparative period - after excluding events which 
             took place in the current period but did not take place under 
             our ownership in the comparative period and after excluding events 
             which took place in the comparative period but did not take place 
             under our ownership in the current period. For clarity, this 
             excludes all: 
              *    Biennial events; 
 
 
              *    Timing differences (i.e. events that ran in only one 
                   of the current or comparative periods, due to changes 
                   in the event dates); 
 
 
              *    Launches; 
 
 
              *    Cancelled or disposed of events that did not take 
                   place under our ownership in the current year; 
 
 
              *    Acquired events in the current period; and 
 
 
              *    Acquired events in the comparative period that didn't 
                   take place under our ownership in the comparative 
                   period (i.e. they took place pre-acquisition). 
 
 
             See 'Trading highlights and review of operations' for further 
             detail. 
 5.   Cash conversion is defined as cash generated from operations 
       before net venue utilisation (advances and prepayments to venues 
       less utilisation of venue advances and prepayments) and the cash 
       impact of the adjusting items included in the definition of headline 
       profit before tax, expressed as a percentage of headline profit 
       before tax adjusted for net finance costs and non-cash profits, 
       including foreign exchange gains/losses, depreciation and amortisation. 
 

Enquiries:

 
 Mark Shashoua, Chief Executive Officer / Andrew Beach, Chief Financial Officer    Hyve Group plc      020 3545 9000 
 
   Charles Palmer / Emma Hall / Chris Birt / Jamille Smith                           FTI Consulting      020 3727 1000 
 
 
 

About Hyve Group plc

Hyve Group plc is a next generation global events business whose purpose is to create unmissable events, where customers from all corners of the globe share extraordinary moments and shape industry innovation. Hyve Group plc was announced as the new brand name of ITE Group plc in September 2019, following its significant transformation under the Transformation and Growth (TAG) programme. Our vision is to create the world's leading portfolio of content-driven, must-attend events delivering an outstanding experience and ROI for our customers.

Where business is personal, where meetings move markets and where today's leaders inspire tomorrow's.

Hyve Group is a public limited company and has been listed on the main market of the London Stock Exchange since 1998.

Interim Management Report

Executive summary

Hyve had a good start to the financial year, with a strong first quarter of trading in which revenues were up 7% on a like-for-like basis, driven by double-digit growth from Africa Oil Week and Yugagro. After also taking into account the performance of biennial events (compared to their previous editions two years ago) and timing differences, like-for-like revenue growth in the first quarter was 12%. We ran 45 events in the first half of the financial year, including four of our top 10 events. Yugagro, Mining Indaba and Bett delivered strong year-on-year revenue growth, while Spring Fair slowed the rate of decline compared to the prior period despite being impacted by Brexit and reduced attendance as a result of the coronavirus, which at that stage was primarily impacting events due to Chinese travel restrictions. Overall, like-for-like revenue in the first half was up 1% and after taking into account the performance of biennial events and timing differences was up 3%.

This strong start to the year was supported by the GBP110.1m acquisition in December 2019 of two acclaimed and successful events, Shoptalk and Groceryshop. This acquisition delivered against our strategy of making selective product-led acquisitions and further strengthens our focus on market-leading events. Shoptalk is expected to become our largest event by revenue and supports the significant expansion of our Global Brands portfolio.

The addition of these two world-class brands to our business led to the Group entering the FTSE 250 in January 2020. This promotion was reward for the transformative work undertaken over the past three years through the Transformation and Growth ("TAG") programme and reflects the strength of the market-leading portfolio of events we now run.

Managing the impact of the coronavirus

After a strong start to the year, the impact of the coronavirus started to have a significant adverse impact on the business from early March. By that stage we had already acted decisively and activated several measures to protect the business for the long-term. These include:

 
         --   Setting up a taskforce to deal with all aspects of the business 
               affected by the coronavirus ("Project Fortress"); 
         --   Implementing a comprehensive rescheduling strategy ("Postponement 
               Plan") for our events, ensuring that any decisions made are in 
               the best interests of customers and any rescheduled events will 
               continue to provide the premium experience that they have come 
               to expect; 
         --   Initiating a cost management programme to materially reduce costs 
               and preserve cash; 
         --   Seeking additional liquidity to strengthen the Group's balance 
               sheet and provide security through the crisis; and 
         --   Accelerating our omni-channel strategy to allow our customers 
               the ability to network, learn and connect online. 
 

To protect the long-term future of the business the Group has today announced an underwritten rights issue of GBP126.6m alongside a package of bank covenant waivers and additional liquidity through the deferral of scheduled term loan repayments.

Immediate response to COVID-19: Project Fortress

In the early days of the coronavirus outbreak we mobilised a dedicated task force, Project Fortress, to lead on all aspects of the impact of the crisis. The taskforce began by modelling potential scenarios, the impact each would have on the business and steps that we should take to mitigate risk. It also put in place the framework which has allowed us to operate an effective rolling Postponement Plan.

From an operational perspective, the Postponement Plan assumes that events will take place from August onwards. However, we took a more conservative approach to modelling for liquidity purposes, given the uncertainty about when markets will reopen, and a downside scenario [1] assumes events will not take place before the end of the calendar year, with the exception of a small number of our events in China. We took swift action to reduce costs and manage cash and liquidity in line with the downside scenario.

Under Project Fortress we have instigated 10 different work streams with clear management accountability for each, so that we can maintain operational flexibility whilst ensuring effective and timely decision-making. The progress of Project Fortress is tracked on a daily basis. Weekly Board calls are held with others scheduled as required. Daily Executive meetings and weekly trading meetings take place to track sales and cash collection.

One major benefit from the work undertaken during the TAG programme, where a centralised operating model based on best practice was implemented, is that our global teams are now able to replicate processes and activities consistently, which has made the business much more dynamic in reacting to a crisis.

[1] Consistent with the reasonable worst case scenario included in the Prospectus for the rights issue published today.

Downside scenario planning

While we continue to work towards delivering market-leading events in line with our Postponement Plan, we have also prudently undertaken scenario analysis to assess the potential financial impact of the coronavirus on our business. Our downside scenario has informed cost savings and cash management plans as well as the financing measures announced alongside our FY20 interim financial results.

The key assumptions underpinning the downside scenario are:

 
         --   No events take place until 1 January 2021, with the exception 
               of ChinaCoat, our 50% owned joint venture event scheduled for 
               December 2020, five domestic Chinese events planned for summer 
               2020 and one domestic Chinese event in November 2020; 
         --   All other events currently scheduled to take place prior to 30 
               September 2020 are cancelled, while events that were originally 
               scheduled to take place in the three-month period ending 31 December 
               2020 are postponed until later in FY21; 
         --   Revenue for FY20 is below expectations prior to the outbreak 
               by approximately 60% and approximately 55% below revenue for 
               FY19; and 
         --   Revenue for FY21 is below expectations prior to the outbreak 
               by approximately 30% and below revenue for FY19 by approximately 
               10%, on the assumption that the global economic backdrop will 
               take some time to stabilise and sales cycles will be reduced. 
 

While we expect that the disruption caused by the coronavirus may begin to normalise in the coming months, as evidenced by the resumption of third-party trade events in China from April onwards, we consider it prudent to ensure contingency for a more prolonged period of disruption as envisaged by the downside scenario.

Managing costs and cash flows

Our approach to managing our cost base and cash has been prudent. While the Postponement Plan assumes events will take place from August onwards, we are managing costs in line with our downside scenario, in which no events take place this calendar year except those in China.

The measures taken to reduce costs and preserve cash include:

 
         --   People-related cost savings : a freeze on recruitment has been 
               implemented and the contracts of temporary staff have been terminated. 
               A collective consultation process has recently concluded in relation 
               to potential redundancies and is expected to result in further 
               savings from July onwards. We have, in seeking additional staff 
               savings in the short term, placed 135 members of full-time staff 
               on a "furlough" arrangement in accordance with the UK Government 
               Coronavirus Job Retention Scheme announced on 26 March 2020. 
               In addition, all Directors and a significant number of key managers 
               globally have agreed to take a temporary 20% reduction in salary 
               on a voluntary basis, bonus schemes have been removed and a number 
               of staff are working reduced hours with much of the UK workforce, 
               the largest in the Group, moving to a four-day week for a period 
               of three months starting from May; 
         --   Non-people-related cost savings : a Group-wide ban on non-essential 
               travel and internal events, removal of non-sales incentives and 
               awards, removal of expenses reimbursement and reduction of internal 
               training initiatives have been implemented; 
         --   Reduced capital expenditure : a significant reduction of capital 
               expenditure has already been applied with only essential replacement 
               of assets and equipment now being permitted. This includes a 
               delay to the roll-out of a Group-wide ERP system which was the 
               final element of the TAG Programme to be implemented; and 
         --   Events and venue savings : discussions are on-going with venue 
               operators regarding the potential to roll forward costs associated 
               with cancelled or postponed events. People-related cost savings 
               as a result of fewer onsite staff, as well as lower requirement 
               for content and other event related costs are also planned. 
 

The cost saving programme outlined above is intended to identify and implement up to GBP10m of savings in the current financial year (approximately GBP9m income statement; GBP1m capital expenditure) and GBP42m in FY21 (approximately GBP40m income statement, GBP2m capital expenditure).

In addition, the Board has taken the decision not to declare any dividends for the current financial year and the decision to make dividend declarations in future periods will remain under review and subject to bank waiver restrictions.

Postponement Plan

To ensure the safety of our colleagues and event communities, and in-line with international government directives, we have implemented a rolling Postponement Plan for our events.

Based on the latest Postponement Plan, we are currently scheduled to run 96 events in FY20. In the first half of FY20, 45 events were held leaving 51 events to take place in the second half of the financial year, the vast majority of which are now due to take place between late July and the end of September 2020. To date we have cancelled 13 events that had been scheduled to take place during FY20, with these events having contributed revenue of GBP25m in FY19, excluding Groceryshop which was acquired during the current financial year but has been cancelled. 18 events scheduled to take place during FY20 have been postponed to FY21, with these events having contributed revenue of GBP21m in FY19.

Vital to our long-term success has been regular dialogue with our customers, buying groups and other stakeholders for each event. By keeping customers informed and up to date with our plans, we will ensure the relationships we have spent years, and in some cases decades building, are maintained once our event programme restarts.

From a financial perspective, the Postponement Plan has also included productive dialogue with many venue owners to rollover certain costs to the new dates for postponed events or, in the case of cancelled events, to the FY21 edition. Similarly, we have had positive conversations with a number of customers in relation to cash already received for those events.

We expect reduced attendance at, and revenue generated by, events which are held during the remainder of FY20 and in FY21, primarily because of existing travel restrictions, potential reluctance to travel to other countries or reduced corporate travel budgets. We expect domestic audiences to recover more quickly than international audiences as people may be more willing to travel to events within their own country and internal domestic restrictions on travel may be eased sooner. In addition, even following the easing of the outbreak and the lifting of related restrictions, the occurrence of second or subsequent waves of infection or the establishment of "new normal" protocols to fend off infection would continue to adversely impact attendance at, and revenue generated by, the Group's future events.

Financing and liquidity

Alongside our FY20 interim financial results, we announced an underwritten rights issue to raise gross proceeds of GBP126.6m, with full details of that transaction set out in the rights issue announcement. In addition, we secured an extra GBP35m of liquidity from our lenders through the deferral of scheduled term loan repayments of GBP17.5m each in November 2020 and November 2021 until maturity in December 2023 and obtained covenant waivers up to and including March 2022, contingent on the rights issue.

Earlier in the period, in December 2019, we refinanced our external debt facility, giving us access to a total facility of GBP250m, GBP100m as a term loan and GBP150m as a revolving credit facility, from a syndicate of five banks, Commerzbank, HSBC UK, Citibank, Barclays and HSBC US. The facilities terminate in December 2023 with the option, subject to certain conditions, to extend by a further year. The scheduled annual repayments of the term loan, prior to the repayment deferrals outlined above, are for GBP17.5m to be repaid in November 2020, with further repayments each subsequent November for GBP17.5m, GBP20.0m, GBP22.5m, and a final repayment for GBP22.5m on the termination date.

We are also in active discussions in relation to accessing the package of measures announced by HM Treasury, including the COVID Corporate Finance Facility ("CCFF"). This facility is designed to support liquidity among larger firms, helping them to bridge short-term outbreak-related disruption to their cash flows. We have submitted an application for the CCFF to the Bank of England but there remains uncertainty as to our eligibility to such funding. We are also actively investigating the availability other governmental programmes in the UK and in other markets in which we operate.

Safeguarding our people

We are taking special measures to support our own people during the epidemic. Almost all of our colleagues are now working from home - in the UK, USA, Russia, Turkey, the Ukraine, Central Asia and India - with each location benefitting from the investment in technology made through the TAG programme. Our colleagues in China have now returned to the office and measures have been put in place to protect them, such as social-distancing, additional cleaning as well as the provision of extra hand sanitisers and masks.

We have also put a strong emphasis on communications to keep our people connected, via weekly CEO video updates, managers keeping in touch every day with their teams by video and conference calls and virtual Town Halls in every region, while the Regional Directors issue regular newsletters sharing stories between the regions.

A leading role in the safe return to work

We are working with the industry and playing a leading role in establishing new ground rules to ensure the safety of customers and colleagues when events re-commence. We are part of an Advisory Panel working with the Minister of Tourism in the UK and are working alongside national and international industry bodies, such as the Association of Events Organisers in the UK, the Society of Independent Show Organisers in the US and UFI, the Global Association of the Exhibition Industry, in order to develop best practice guidelines for the industry when restrictions are lifted.

We will work within local government guidelines as markets reopen, at the same time as ensuring that we adhere to international standards of quality and safety. We continue to examine a wide range of measures to ensure customer safety, including:

 
         --   Masks, disinfectant and hand sanitisers; 
         --   On-site temperature testing; 
         --   Larger aisles that enable social distancing; 
         --   Staggering attendance times to reduce the number of visitors 
               in the hall at any one time; 
         --   Putting in place frequent and regular deep cleaning; 
         --   Signage with health and hygiene reminders for exhibitors and 
               visitors; and 
         --   Training all our people on COVID-19 safety and cleaning protocols. 
 

The implementation of agreed procedures and protocols we adopt will involve additional staff training in support of those actions, alongside the delivery and monitoring of onsite processes. Once our response measures are agreed, we will communicate with our customers and provide support to them regarding the navigation of any additional travel controls, such as visa, permit or other certifiable entry requirements.

A greater focus on market-leading events post COVID-19

We have worked intensively over the last three years to deliver the TAG Programme, which has fundamentally transformed the business into one with a global portfolio of market-leading events, leveraging a centralised operating model to deliver a premium product to exhibitors and attendees. This process has been underpinned by our vision to create the world's leading portfolio of content-driven, must-attend events delivering an outstanding experience and return on investment for our customers.

Although the coronavirus outbreak continues to have a material impact on the events industry as a whole, we continue to believe in the power of face-to-face events for businesses. Events are central to winning new business, sourcing products, staying up-to-date with industry trends and finding new ideas and innovations. The backdrop of the outbreak is likely to have a significant impact on smaller operators and we believe that, over the long term, this will strengthen our market-leading events over second tier competitor events, as customers prioritise attendance at the number one shows.

Our scalable operating model, combined with our selective approach to acquiring best in class events, had, until the market was impacted by the coronavirus, opened up a number of incremental growth opportunities. These remain opportunities, which we will reassess in light of market changes. For example, Shoptalk and Groceryshop have developed an industry-leading Hosted Buyer Programme, which is underpinned by bespoke software and includes a platform that facilitates group meetings among customers for the purposes of engaging in conversations in relation to pre-defined topics of mutual interest. The software underpinning the Hosted Buyer Programme for Shoptalk and Groceryshop represents an opportunity to be introduced across other Hyve events.

Acceleration of our omni-channel strategy

We are accelerating our existing omni-channel strategy which adds online elements to our physical events, to create multiple touch points for our customers to learn, network and connect online.

We have already begun to address the trend of virtual engagement with our customers as seen most recently with the launch of Shoptalk Virtual Events. Shoptalk Virtual Events are a new set of products that offer ground-breaking content, connections and community to the entire retail ecosystem in three different formats:

 
         --   We launched Shoptalk Virtual Tabletalks in April 2020: These 
               are Interactive peer-to-peer 45-minute virtual conversations 
               that enable in depth discussions and briefings based on specific 
               topics. Shoptalk Virtual Tabletalks carefully match up to six 
               individuals from retailers and brands who come together via video 
               conference to share insights, address issues and generate actionable 
               takeaways. Tabletalks are interactive, video-based conversations 
               designed for the purposes of creating new connections. As with 
               those table talks conducted onsite at Shoptalk's in-person events, 
               Shoptalk Virtual Tabletalks are invite-only for retailers and 
               brands. 
         --   Shoptalk Virtual Conferences to be launched later in 2020: A 
               series of panels, presentations and interviews that address the 
               most critical challenges and opportunities in retail today. Conferences 
               are conducted via livestream video and organised around a single 
               theme. These conferences are open for anyone to register to attend. 
         --   Shoptalk Virtual Meetings will be launched later in 2020: Video 
               conference-enabled versions of the Group's Hosted Buyers Programme, 
               Shoptalk Virtual Meetings will also incorporate the many other 
               networking and collaboration initiatives traditionally conducted 
               in connection with Shoptalk's in-person events, creating the 
               ability for individuals throughout the retail industry to engage 
               with each other across a wide range of subjects in distributed 
               and digitally interactive environments. 
 

Reigniting industries and businesses

Market-leading events are key trading platforms for major industries, governments and regional authorities and will play a vital role in reigniting economies as we exit this global crisis.

Once it is safe to do so, our portfolio of premium events will bring people together from all corners of the globe where they can get back to connecting, learning, inspiring and innovating.

Outlook

The coronavirus continues to have a material impact on the events industry as a whole and we are not immune to that. However, we firmly believe in the power of face-to-face contact and are confident that in time, events will once again be sparking connections, forming communities, broadening horizons and enabling opportunities for millions of people in business around the world.

The COVID-19 outbreak has reminded us of the power of human connections, which have never been more important than now. The time that people across the world are spending away from others is reminding us that, whilst technology is incredibly important and will undoubtedly increase the return on investment we offer our customers in the future, it does not replace what can be achieved when people meet face-to-face.

Mark Shashoua

Chief Executive Officer

Financial performance

Statutory results

Revenues for the first six months of the year were GBP96.3m (2019: GBP107.8m), down GBP11.5m and 11% behind the comparative period. Revenues in the period were impacted by the spread of the coronavirus and the Postponement Plan implemented by the Group following the restrictions put in place by governments across the Group's markets. 14 events due to take place in the first six months of the year were postponed or cancelled, including MITT, the international travel and tourism event in Moscow, which will not take place until the following financial year, and Shoptalk, the newly acquired e-commerce event in Las Vegas, which has been postponed until September.

Four top 10 events ran as planned in the first six months of the year, including Bett, Mining Indaba and Yugagro, all of which delivered strong year-on-year growth. Spring Fair took place in the first half of the year and despite an ongoing impact from Brexit and reduced attendance by Chinese exhibitors due to coronavirus travel restrictions, the rate of decline slowed compared to the previous year. Africa Oil Week, one of the Group's 20 largest events, also performed very well delivering double digit revenue growth.

The impact of foreign exchange rates has had a positive impact of GBP0.2m on the translation of revenue into sterling when compared to the prior period, largely as a result of the strengthening of the Russian ruble relative to sterling in the first few months of the financial year.

Loss before tax was GBP168.3m (2019: profit of GBP1.9m), after non-cash impairment charges totalling GBP166.8m have been recognised in respect of our UK, Bett, CWIEME and Azerbaijan businesses, as well as our Indonesian joint venture. These impairment charges are as a result of the coronavirus outbreak which has increased discount rates due to the heightened risk environment and reduced forecast operating profits following event postponements and cancellations.

There was also an increased amortisation charge on acquired intangible assets following the Shoptalk and Groceryshop acquisitions which increased the total amortisation to GBP14.0m (2019: GBP12.0m). A loss on disposal of GBP5.6m (2019: GBP3.1m) was recognised as a result of the write-off of deferred consideration receivable in respect of prior year disposals as, while we remain committed to recovering the contractual amount in full, the coronavirus outbreak has increased the credit risk. The loss after tax is also after including transaction costs of GBP2.6m (2019: GBP1.4m) incurred in respect of the acquisitions of Shoptalk and Groceryshop and costs of GBP0.7m (2019: GBP3.4m) incurred in integrating these acquired events into our portfolio. Restructuring costs of GBP0.9m (2019: GBP2.1m) have been incurred in relation to the finalisation of the TAG programme.

The impact of foreign exchange rates has had a GBP4.3m positive impact on profits compared to HY19. The increased impact on profits compared to revenue is due to gains recognised in the first six months of the year as a result of balance sheet translations which resulted in foreign exchange gains GBP4.0m higher than the comparative period.

The average exchange rates over the first six months of the year were:

 
                         Six months ended 31 March 2020   Six months ended 31 March 2019   Movement 
 Russian ruble                                     83.5                             85.7        -3% 
                        -------------------------------  -------------------------------  --------- 
 Turkish lira                                       7.6                              7.0        +9% 
                        -------------------------------  -------------------------------  --------- 
 Indian rupee                                      92.0                             92.0          - 
                        -------------------------------  -------------------------------  --------- 
 Chinese renminbi                                   9.0                              8.8        +2% 
                        -------------------------------  -------------------------------  --------- 
 Euro                                              1.16                             1.14        +2% 
                        -------------------------------  -------------------------------  --------- 
 United States dollar                              1.29                             1.28        +1% 
                        -------------------------------  -------------------------------  --------- 
 

Diluted earnings per share for the first six months were (21.6p) (2019: (0.1p)).

Headline results

In addition to the statutory results, headline results are presented, which are the statutory results after excluding a number of adjusting items, as the Board consider this to be the most appropriate way to measure the Group's underlying performance. In addition to providing a more comparable set of results year-on-year, this is also in line with similar adjusted measures used by our peer companies and therefore facilitates comparison across the industry. T he adjusting items presented are consistent with those presented in the previous year.

The Group achieved like-for-like revenue growth of 1% despite the ongoing impact of Brexit and reduced attendance by Chinese exhibitors at certain events due to coronavirus travel restrictions. After also taking into account the performance of biennial events compared to their previous editions two years ago and timing differences, like-for-like revenue growth was 3%. Prior to the outbreak, first quarter revenues were up 7% on a like-for-like basis, driven by Africa Oil Week and Yugagro, which both delivered double-digit like-for-like growth. After also taking into account the performance of biennial events compared to their previous editions two years ago and timing differences, like-for-like revenue growth in the first quarter was 12%.

Headline profit before tax for the first six months of the year was GBP19.8m (2019: GBP24.5m). The results were adversely impacted by event postponements and cancellations which had a GBP7.9m impact on headline profit before tax, most significantly due to the cancellation of MITT, due to take place in Russia in March. In addition, the acquired Shoptalk event was originally due to take place in March but has been postponed until September and therefore the results include GBP2.8m of costs and no revenue in the period post-acquisition.

This was offset in part by GBP2.4m of positive biennial and timing differences, primarily in relation to the Paperex event in India, and growth of GBP0.6m from annually recurring events, driven by strong performances from Bett, Mining Indaba, Yugagro and Africa Oil Week. The impact of foreign exchange rates also had a GBP4.3m positive impact on profits compared to the six months ended 31 March 2019.

Headline diluted earnings per share for the first six months was 2.0p (2019: 2.3p), reflecting the decline in headline profits due to the impact of coronavirus.

The following table reconciles statutory profit/(loss) before tax to headline profit before tax:

 
                                                                                                            Year ended 
                                          Six months to 31 March 2020  Six months to 31 March 2019   30 September 2019 
                                                                 GBPm                         GBPm                GBPm 
 
(Loss)/profit on ordinary activities 
 before taxation                                              (168.3)                          1.9                 8.7 
Operating items 
Amortisation of acquired intangible 
 assets                                                          14.0                         12.0                24.1 
Impairment of goodwill                                          124.0                            -                   - 
Impairment of intangible assets                                  42.0                            -                   - 
Impairment of investments in associates 
 and joint ventures                                               0.8 
Loss on disposal of investments                                   5.6                          2.4                 3.2 
Transaction costs on completed and 
 pending acquisitions and disposals                               2.6                          1.4                 1.4 
Integration costs 
 
        *    Integration costs                                    0.7                          2.5                 5.3 
 
        *    Costs to realise synergies                             -                          0.9                 1.5 
Restructuring costs 
 
        *    TAG                                                  0.9                          1.7                 2.8 
 
        *    Other                                                  -                          0.4                 1.4 
Tax on income from associates and joint 
 ventures                                                         1.5                          1.7                 1.9 
Financing items 
Write off of previously capitalised debt 
 issue costs on refinancing                                       1.3                            -                   - 
Revaluation of assets and liabilities on 
 completed acquisitions and disposals                           (5.3)                        (0.4)                 0.1 
                                                           __________                   __________          __________ 
Headline profit before tax                                       19.8                         24.5                50.4 
 

Amortisation of acquired intangible assets relates to the amortisation charge in respect of intangible assets acquired through business combinations. The charge has increased in the period, as a result of the amortisation of the intangible assets recognised following the Shoptalk and Groceryshop acquisitions in December 2019.

Impairment charges totalling GBP166.8m have been recognised in respect of goodwill (GBP124.0m), acquired intangible assets (GBP42.0m) and investments in our associates and joint ventures (GBP0.8m). In the 2019 Annual Report and Accounts the Group disclosed that the headroom of the Bett and UK CGUs was sensitive to a reasonably possible change in the key assumptions used in the value in use calculation, including an increase in discount rates and a decline in the CGUs' operating profit growth rates. As a result of the coronavirus outbreak, discount rates have increased due to the heightened risk environment, while forecast operating profits have declined significantly across the business in the short term, reflecting the event postponements and cancellations. Therefore, the forecast cash flows of these CGUs are no longer able to support the carrying value of their assets and consequently impairment charges of GBP44.7m and GBP108.3m have been recognised in the Bett and UK CGUs respectively. Furthermore, the adverse impact of the outbreak on discount rates and forecast cash flows has resulted in combined impairment charges of GBP13.8m being recognised in our CWIEME and Azerbaijan CGUs, and our Indonesian joint venture Debindo. Refer to note 8 for further details.

The loss on disposal in the year of GBP5.6m relates to the write-off of deferred consideration receivable in relation to prior year divestments. The coronavirus outbreak has resulted in a greater risk over the recoverability, however we remain committed to recovering the contractual amounts due in full. In the previous year the Group recognised a loss of GBP1.4m in relation to this disposal and a GBP1.6m loss on disposal in relation to a number of smaller disposals within Central Asia.

Transaction costs on completed and pending acquisitions and disposals relate principally to costs incurred on the acquisition of the Shoptalk and Groceryshop events completed in December 2019. The most significant of these costs are professional and consultancy fees incurred in relation to the due diligence and legal procedures necessary for the completion of the deal. In the previous year the costs recognised related to the acquisition of Mining Indaba completed in October 2018.

Integration costs of GBP0.7m have been incurred, primarily in relation to the integration of the Shoptalk and Groceryshop events. The costs incurred primarily relate to the TSA agreements in place, and most significantly the costs relating to the events' founders and certain members of senior management, who are remaining in their roles for a minimum of 12 months from acquisition in order to oversee the events' transition to the new management team. In the previous year integration costs of GBP5.3m were incurred in relation to the Ascential Events business and the Mining Indaba event, as well as GBP1.5m of costs incurred in order to realise the synergy opportunities presented by these acquisitions.

Restructuring costs are those incurred in transforming the business, primarily as a result of the TAG programme. In the current period costs of GBP0.9m have been incurred in relation to the finalisation of the TAG programme, including the development of the global ERP software to be rolled out across the finance function. In the prior year, in connection with the new strategic direction of the Group, the focus on our Core events, and the active management of the Group's portfolio of events, GBP1.4m of restructuring costs were incurred in relation to the closure of the Siberian business.

Tax on income from associates and joint ventures is an adjustment to ensure headline profit before tax is presented pre-tax. Statutory reported profits from associates and joint ventures are presented post-tax, therefore, in order to present a measure of profit before tax for the Group that is purely pre-tax, the tax on associate and joint venture profits is added back when reporting headline profit before tax. The tax on associates and joint ventures is included within the headline post-tax measure of profit and therefore headline profit after tax is presented consistently with the statutory measure of post-tax profit.

Write off of previously capitalised debt issue costs on refinancing is the accelerated non-cash amortisation of previously capitalised financing costs upon refinancing of the Group's external debt facilities in December 2019.

A number of the Group's acquisitions completed in recent years have future earn-out commitments, either through deferred or contingent consideration payments or through equity option liabilities to increase our current shareholdings. These are held on balance sheet at fair value and therefore change based on the latest foreign exchange rates, the proximity of the settlement date and the latest expectation of the settlement value. Revaluation of assets and liabilities on completed acquisitions and disposals include the gains from the revaluation of our equity options over non-controlling interests in our subsidiaries (credit of GBP4.5m), principally in relation to the remaining 40% interest in ABEC, the 2015 acquisition of the Indian exhibitions company including the Acetech portfolio, the imputed interest credit on the unwinding of the discount on the Group's deferred consideration receivable in relation to the disposal of ITE Expo LLC (credit of GBP0.9m), and a loss on the revaluation of the ITE Expo LLC deferred consideration (charge of GBP0.1m).

Cash flows

The Group's cash flow generated from operations over the first six months was GBP25.1m (2019: GBP16.6m) and cash conversion was 137% (2019: 102%), as presented below. Adjusted net debt at 31 March 2020 has increased to GBP157.2m (2019: GBP108.9m) following the acquisition of Shoptalk and Groceryshop.

 
                                               Six months    Six months     Year ended 
                                              to 31 March   to 31 March   30 September 
                                                     2020          2020           2019 
                                                     GBPm          GBPm           GBPm 
Cash generated from operations                       25.1          16.6           40.3 
Add back: 
Net venue utilisation                                 0.9           5.0              - 
Adjusting items (which have cash impact): 
Transaction costs on acquisitions 
 and disposals                                        2.6           2.0            1.5 
Integration costs                                     0.7           3.4            6.8 
Restructuring costs                                   0.9           2.1            4.2 
Other adjustments: 
Adjustment to reflect timing of cash 
 flow for above adjusting items                       0.8             -            1.9 
Working capital adjustment on acquisitions              -             -            1.4 
                                             ------------  ------------  ------------- 
Headline cash generated from operations 
 (A)                                                 31.0          29.1           56.1 
                                             ============  ============  ============= 
Headline operating profit                            23.8          27.1           55.8 
Add back: 
Depreciation of property, plant and 
 equipment                                            2.3           0.7            1.7 
Amortisation of computer software                     0.7           0.7            1.3 
Foreign exchange loss/(gains) on operating 
 activities                                         (4.2)         (0.1)            1.1 
                                             ------------  ------------  ------------- 
Headline operating profit before non-cash 
 items (B)                                           22.6          28.4           59.9 
                                             ============  ============  ============= 
Cash conversion % (A/B)                              137%          102%            94% 
 

Net venue utilisation is calculated as advances and prepayments to venues less utilisation of venue advances and prepayments.

2020 interim dividend

The Board has taken the decision to not declare an interim dividend (2019: 0.9p) for the year ending 30 September 2020.

Trading highlights and review of operations

During the period the Group organised 45 events (2019: 61 events) and volume sales for the period were 308,500 sqm (2019: 354,300 sqm). The reductions compared to the prior period primarily reflect the postponements and cancellations following the coronavirus outbreak.

A summary of the Group's volume sales, revenue and headline profit before tax for the period is set out below.

 
                            Square metres sold   Revenue   Headline profit before tax 
                                   '000            GBPm               GBPm 
 First half 2019                   354            107.8               24.5 
                           -------------------  --------  --------------------------- 
 Biennial                          (2)            (0.7)              (0.2) 
                           -------------------  --------  --------------------------- 
 Timing                            (2)            (0.4)              (0.1) 
                           -------------------  --------  --------------------------- 
 COVID-19 postponements            (31)           (7.7)              (3.8) 
                           -------------------  --------  --------------------------- 
 COVID-19 cancellations            (18)           (6.6)              (4.1) 
                           -------------------  --------  --------------------------- 
 Non-recurring                     (4)            (0.5)                - 
                           -------------------  --------  --------------------------- 
 Disposals                         (6)            (2.7)              (0.6) 
                           -------------------  --------  --------------------------- 
 Annually recurring 2019           291            89.2                15.7 
                           -------------------  --------  --------------------------- 
 Acquisitions                       -               -                (3.5) 
                           -------------------  --------  --------------------------- 
 Launches                           2              0.2                 - 
                           -------------------  --------  --------------------------- 
 FX Translation                     -              0.2                4.3 
                           -------------------  --------  --------------------------- 
 Like-for-like change              (15)            0.9                0.5 
                           -------------------  --------  --------------------------- 
 Annually recurring 2020           278            90.5                17.0 
                           -------------------  --------  --------------------------- 
 Timing                             1               -                 0.6 
                           -------------------  --------  --------------------------- 
 Biennial                           29             5.8                2.2 
                           -------------------  --------  --------------------------- 
 First half 2020                   308            96.3                19.8 
                           -------------------  --------  --------------------------- 
 

Global Brands

The Global Brands division now comprises Africa Oil Week, Breakbulk, Mining Indaba, Bett, CWIEME and the Shoptalk and Groceryshop events acquired in December 2019. Overall revenues fell by 2% compared to the comparative period, as a result of the postponement of three events in Asia. On a like-for-like basis revenues grew by 7%.

Africa Oil Week ran in November 2019 and performed very well, achieving strong double digit like-for-like revenue growth, demonstrating the positive impact of the new portfolio and event leadership and the benefits of the TAG investment the event has received in recent years. In the same portfolio, Mining Indaba ran in February and also performed well with the event now fully integrated in the Global Brands division having had a full show cycle under Hyve ownership, delivering strong like-for-like revenue growth.

Bett, the education technology event acquired as part of the Ascential Events acquisition in July 2018, returned to revenue growth after the decline reported in the prior period. This was possible as a result of the investments made in the event team since acquisition, as well as the restructuring of the event team and adoption of Hyve's best practice.

The Breakbulk Americas event also ran in October delivering strong like-for-like revenue growth.

Shoptalk and Groceryshop, two US-based market-leading e-commerce events focused on the retail and grocery segments respectively, were acquired in December 2019. Shoptalk was due to take place for the first time under Hyve's ownership in March but was postponed until September in response to the spread of coronavirus. As a result, the decision was taken to postpone Groceryshop, originally scheduled for September 2020 into the following financial year to avoid a clash with Shoptalk.

As part of the Group's Postponement Plan, a number of other Global Brands events have now been postponed, including CWIEME Berlin, the largest event in the CWIEME portfolio and Breakbulk Europe, the largest event in the Breakbulk portfolio, both originally scheduled to take place in May 2020.

Asia

The Asia division comprises our businesses in India and China as well as joint venture partnerships in both China and Indonesia. Revenues for the Asia division were down 3% compared to the comparative period with the positive impact of the biennial Paperex event offset by the postponement of one event in China until later in the year as a result of the coronavirus outbreak and reduced revenues across the Acetech portfolio of construction events in India. On a like-for-like basis revenues fell by 12% but increased by 1% when including the impact of like-for-like growth from Paperex compared to the previous edition organised two years ago.

The performance across the Acetech portfolio reflected a challenging trading environment in the Indian construction sector. This was compounded by delays to the completion of the Pragati Maidan venue in Delhi which impacted the Acetech Delhi event in December 2019. Conversely, the biennial Indian paper event, Paperex, achieved double-digit growth compared to the previous edition two years ago.

A significant contributor to the division's profits is the ChinaCoat event operated by our 50% owned joint venture partner, Sinostar. The event took place prior to the outbreak of coronavirus and contributed GBP6.8m (2019: GBP6.9m) to headline profits before tax. Only one majority owned Chinese event took place in the period with one other majority owned Chinese event postponed until later in the current financial year.

The outbreak of the coronavirus has meant that a number of events in Asia have been postponed. China felt the impact of coronavirus much earlier than the rest of the world and is therefore now at a more advanced phase of the virus' cycle. This brings more confidence that our rescheduled events, and those events still due to take place later in the year, will be able to take place as planned.

Central Asia

The Central Asia division includes our events in Uzbekistan, Kazakhstan and a smaller Azerbaijan portfolio following the disposal of a number of events in the country in March 2019. Revenues were 14% lower than the comparative period, reflecting the disposal of the Azerbaijan events towards the end of the comparative period, but on a like-for-like basis were up 27%.

The double-digit revenue growth is largely attributable to Uzbekistan's performance as the region continues to benefit from the new, investment-friendly Presidential regime with revenue growth across the majority of its events in the first half of the year.

Kazakhstan also reported strong like-for-like growth, driven by the by the Agroworld Kazakhstan event which doubled its revenues compared to the previous edition.

Eastern & Southern Europe

The Eastern & Southern Europe division is comprised of our event portfolios in Turkey and Ukraine. The division reported a revenue decline of 22% as a result of the postponement of the international travel and tourism event in Kiev, UITT, originally scheduled to take place in March 2020. On a like-for-like basis revenues grew by 5% compared to the comparative period.

The only Turkish event scheduled to take place in the first half was EMITT, the international travel and tourism event in Istanbul. Despite challenges in the macroeconomic environment in Turkey the event delivered revenue in line with the comparative period event on a like-for-like basis.

Ukraine achieved like-for-like revenue growth of 11% with strong performance across the events that took place in the first half of the year. UITT and Pro Beauty Expo in Ukraine were due to take place in March but have been moved to new dates towards the end of the financial year as a result of the coronavirus outbreak.

Two Turkish events due to take place early in the second half of the financial year, TurkeyBuild Istanbul and Beauty Eurasia, have also been postponed until August and November respectively. A number of Ukrainian events have also been postponed until later in the financial year or early in the next financial year.

Russia

In March the international travel and tourism event, MITT, was cancelled while the security event, Securika, was postponed until August 2020. As a result, revenue for the division fell by 16% compared to the comparative period, more than offsetting the biennial impact of running the woodworking and furniture event, Woodex. On a like-for-like basis, revenues increased by 14% and increased by 16% when including the impact of like-for-like growth from Woodex compared to the previous edition organised two years ago.

The Russia division was performing very well prior to the coronavirus outbreak with a notably strong performance at Yugagro, the agriculture event in Krasnodar, which delivered another year of double-digit like-for-like revenue growth, reflecting the continued positive impact the TAG investments have had.

Mosbuild, the division's largest event, was due to take place in early April but has been cancelled and will next take place in April 2021. Customers on both cancelled events, Mosbuild and MITT, have been approached with contract amendments to roll over their bookings to the following edition and good progress has been made on this to date.

UK

The UK division comprises Spring and Autumn Fair, Glee and our UK fashion portfolio which includes Pure and Moda. Revenue fell compared to the comparative period by 16%, impacted by the disposal of the low profit BVE event that took place in February 2019. On a like-for-like basis revenues declined by 12%, reflecting the ongoing impact of Brexit and challenges facing the UK high street.

Spring Fair, acquired from Ascential plc last year, is the second largest event in the Hyve portfolio and takes place each February at the NEC in Birmingham. Despite the ongoing impact from Brexit and reduced attendance by Chinese exhibitors due to coronavirus travel restrictions, the rate of decline slowed compared to the previous year, reflecting progress made by the new management team.

Events across the fashion portfolio struggled in the first half of the year, impacted by Brexit uncertainty and the challenged UK high street.

The two largest brands in the fashion portfolio are Pure, the high-end fashion event which runs twice per year in Olympia and Moda, the mid-market focused fashion event held twice annually at the NEC in Birmingham. Both February editions reported like-for-like double-digit revenue declines as a result of challenges faced in the sector.

All of the division's remaining shows are scheduled to take place as originally planned in the latter part of the second half of the financial year, with the exception of Moda, which has been moved from August to September.

Principal risks and uncertainties

The principal risks and uncertainties listed below represent those that we consider have the potential for the greatest impact on our ability to meet our strategic objectives.

 
         --   Coronavirus outbreak 
         --   Political and economic instability 
         --   Repatriation of profits from subsidiaries 
         --   Breach of anti-bribery laws or similar 
         --   Breach of sanctions or sanctions extensions 
         --   Breach of health and safety regulations 
         --   Cyber-attack causing systems to fail or leading to data loss 
         --   Acquisition integration 
         --   Effective control over non-wholly owned entities 
         --   Venue unavailability 
         --   Breach of GDPR regulations 
         --   Liquidity risk 
         --   Performance metrics out of alignment 
 

With the exception of the coronavirus outbreak, all of these were also disclosed as principal risks and uncertainties in the 2019 Annual Report. Refer to pages 32-35 of the 2019 Annual Report, where details of the potential impact and mitigating actions in place for each is discussed. During the period, a number of these risks increased as a result of the coronavirus outbreak, which is discussed further below.

Coronavirus outbreak

In addition to the risks noted above, the recent coronavirus outbreak demonstrates the Group's exposure to the risk of an emergence of a communicable disease, which has the potential to both restrict the Group's ability to run events and reduce the attendance at its events.

The recent outbreak has negatively impacted economic conditions and customer demand globally. In March 2020, the outbreak escalated into a global pandemic leading to unprecedented societal, governmental and personal impacts and restrictions. Each region in which the Group operates reacted differently at that stage and, in most instances, governments and authorities placed certain restrictions on freedom of movement, travel and on large gatherings in order to contain the spread of the virus. The events industry is experiencing significant and unprecedented disruption across multiple geographies and sectors with the substantial majority of events scheduled to take place since early March having been cancelled or postponed worldwide.

Given the travel and other restrictions imposed by governments and corporate clients, the operational demands of the Group's events and the commercial landscape required in order to most successfully run an event, the Group has been able to run just one event since the start of March 2020 and has initiated a postponement programme to delay events until later in the current financial year or early in the next financial year.

The exposure to an extended period of time during which a communicable disease severely impacts the Group's ability to organise events represents a principal risk for the Group. This has the potential to materially reduce revenues, increase the costs of organising events and adversely affect the Group's business, cash flows, financial condition and results of operations.

The extent to which the coronavirus outbreak is impacting the Group represents an ongoing situation which the Directors will continue to address going into the second half of the financial year.

Mitigation

As a consequence of the escalation of the outbreak, the Group put in place a large-scale events postponement plan across its markets. 61 events have been rescheduled to new dates, 30 within the current financial year to 30 September 2020, 18 to the financial year to 30 September 2021 and 13 events have been cancelled outright.

The Group has event cancellation insurance policies in place to cover a number of the Group's largest events. These policies provide cover for communicable disease in certain specified circumstances. Given the novel nature and impact of the coronavirus outbreak it is unknown how insurers will respond to the large volume of claims likely to be made in response to the outbreak and therefore any successful claims could take a significant amount of time to result in proceeds being received by the Group.

The Group has undertaken significant cost-cutting and cash flow management measures to ensure that cash outflows are minimised and working capital is managed as effectively as possible. These include actions related to staff restructuring, removing non-essential spend, reducing capital expenditure, seeking event and venue savings and the decision to not declare dividends for the year ending 30 September 2020. Further measures have been identified that can be implemented as necessary as the situation develops.

Throughout the developing outbreak, the health and safety of the Group's employees, customers and exhibitors has been the Directors' priority and the Group has followed the advice of the World Health Organization ("WHO") in response to the crisis.

Going concern

The Group's business activities, together with the factors likely to affect its future development, performance and position are set out in the Interim Management Report. The financial position of the Group, its cash flows and liquidity position are described in the interim financial statements and notes. The Group has the financial resources to continue in operation for the foreseeable future, a period of not less than 12 months from the date of this report.

The Group is dependent on the ability to be permitted to run events attended by a significant number of people and is therefore exposed to restrictions imposed as a result of communicable diseases, particularly where government, local authority or corporate restrictions are in place that either prohibit mass gatherings or restrict travel to and from events. The Group operates in territories that can be unpredictable and unexpected geopolitical and economic events such as terrorism, sanctions, currency controls and exchange rate movements can have an impact on the Group's reported trading performance. Given the Group's reliance on its relationships with venue owners to continue to operate its events, the unavailability of a venue at short notice, damage to a venue or a dispute with a venue owner could negatively affect the Group. A significant deterioration in trading from the major markets (notably Global Brands, Russia and/or the UK) could also adversely impact the Group's results.

The Group has today announced an underwritten rights issue to raise gross proceeds of GBP126.6m, with an additional GBP35m of liquidity obtained through the deferral of scheduled term loan repayments of GBP17.5m each in November 2020 and November 2021 until December 2023. Waivers for the leverage ratio and interest cover covenants have also been obtained up to and including March 2022. As a consequence, following completion of the rights issue, the Directors believe that the Group is now well placed to manage its business risks successfully. The Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Thus, the Group continues to adopt the going concern basis in preparing the interim report and financial statements.

Responsibility statement

We confirm that to the best of our knowledge:

(a) the condensed set of interim financial statements, which have been prepared in accordance with IAS 34 "Interim Financial Reporting" give a true and fair view of the assets, liabilities, financial position and profit or loss of the undertakings included in the consolidation as a whole as required by DTR 4.2.4R;

(b) the interim management report includes a fair review of the information required by DTR 4.2.7R (indication of important events and their impact, and description of principal risks and uncertainties for the remaining six months of the financial year); and

(c) the interim management report includes a fair review of the information required regarding related party transactions (under DTR 4.2.8R).

By the order of the board

Chief Executive Officer

Mark Shashoua

7 May 2020

Condensed Consolidated Income Statement

For the six months ended 31 March 2020

 
                                 Six months to 31 March           Six months to 31 March          Year ended 30 September 
                                       2020 (Unaudited)                 2019 (Unaudited)                   2019 (Audited) 
                                   Adjusting                        Adjusting                        Adjusting 
                                       items                            items                            items 
                                       (note                            (note                            (note 
                         Headline         3)  Statutory   Headline         3)  Statutory   Headline         3)  Statutory 
 
                 Notes     GBP000     GBP000     GBP000     GBP000     GBP000     GBP000     GBP000     GBP000     GBP000 
 
Revenue                2   96,263          -     96,263    107,793          -    107,793    220,723          -    220,723 
Cost of sales            (63,424)          -   (63,424)   (67,609)          -   (67,609)  (133,343)          -  (133,343) 
                        _________  _________  _________  _________  _________  _________  _________  _________  _________ 
Gross profit               32,839          -     32,839     40,184          -     40,184     87,380          -     87,380 
Other operating 
 income                        99          -         99        149          -        149        934          -        934 
Administrative 
 expenses                (19,800)  (190,651)  (210,451)   (20,658)   (21,327)   (41,985)   (39,708)   (39,691)   (79,399) 
Foreign exchange gain 
 on operating 
 activities                 4,193          -      4,193        143          -        143    (1,140)          -    (1,140) 
Share of results of 
 associates 
 and joint ventures    2    6,468    (1,521)      4,947      7,264    (1,730)      5,534      8,297    (1,900)      6,397 
                        _________  _________  _________  _________  _________  _________  _________  _________  _________ 
Operating 
 profit/(loss)             23,799  (192,172)  (168,373)     27,082   (23,057)      4,025     55,763   (41,591)     14,172 
Investment revenue            406      5,349      5,755        325        618        943      1,019      1,335      2,354 
Finance costs             (4,371)    (1,353)    (5,724)    (2,872)      (241)    (3,113)    (6,374)    (1,439)    (7,813) 
                        _________  _________  _________  _________  _________  _________  _________  _________  _________ 
Profit/(loss) before 
 taxation              2   19,834  (188,176)  (168,342)     24,535   (22,680)      1,855     50,408   (41,695)      8,713 
Tax on profit/(loss)   4  (3,100)      3,220        120    (6,506)      5,047    (1,459)   (13,115)      8,530    (4,585) 
                        _________  _________  _________  _________  _________  _________  _________  _________  _________ 
Profit/(loss) for the 
 period                    16,734  (184,956)  (168,222)     18,029   (17,633)        396     37,293   (33,165)      4,128 
                        _________  _________  _________  _________  _________  _________  _________  _________  _________ 
Attributable to: 
     Owners of the 
      Company              15,781  (184,956)  (169,175)     17,057   (17,633)      (576)     36,313   (33,165)      3,148 
     Non-controlling 
      interests               953          -        953        972          -        972        980          -        980 
                        _________  _________  _________  _________  _________  _________  _________  _________  _________ 
                           16,734  (184,956)  (168,222)     18,029   (17,633)        396     37,293   (33,165)      4,128 
                        _________  _________  _________  _________  _________  _________  _________  _________  _________ 
Earnings per share 
(p) 
Basic                  6      2.0                (21.7)        2.3                 (0.1)        4.9                   0.4 
Diluted                6      2.0                (21.6)        2.3                 (0.1)        4.9                   0.4 
                        _________  _________  _________  _________  _________  _________  _________  _________  _________ 
 

The results stated above relate to continuing activities of the Group.

Notes 1 to 19 form an integral part of the condensed consolidated financial statements.

Condensed Consolidated Statement of Comprehensive Income

For the six months ended 31 March 2020

 
                                                       Six months to    Six months to 
                                                       31 March 2020    31 March 2019   Year ended 30 September 2019 
                                                           Unaudited        Unaudited                        Audited 
 
                                                              GBP000           GBP000                         GBP000 
 
 Profit/(loss) for the period attributable to 
  shareholders                                             (168,222)              396                          4,128 
 Cash flow hedges: 
 
    Movement in fair value of cash flow hedges                 (332)              351                            269 
    Fair value of cash flow hedges released to the 
     income statement                                             42              142                            655 
    Currency translation movement on net investment 
     in subsidiary undertakings                              (2,869)            2,977                          7,561 
                                                          __________       __________                     __________ 
 Total other comprehensive income                            (3,159)            3,470                          8,485 
                                                          __________       __________                     __________ 
                                                           (171,381)            3,866                         12,613 
                                                          __________       __________                     __________ 
 Tax relating to components of comprehensive income               62             (72)                          (153) 
                                                          __________       __________                     __________ 
 Total comprehensive income for the period                 (171,319)            3,794                         12,460 
                                                          __________       __________                     __________ 
 Attributable to: 
     Owners of the Company                                 (172,272)            2,822                         11,480 
     Non-controlling interests                                   953              972                            980 
                                                          __________       __________                     __________ 
                                                           (171,319)            3,794                         12,460 
                                                          __________       __________                     __________ 
 

All items recognised in comprehensive income may be reclassified subsequently to the income statement.

Notes 1 to 19 form an integral part of the condensed consolidated financial statements.

Condensed Consolidated Statement of Changes in Equity

31 March 2020

 
 Six month period ended 31 March 2020 
  (Unaudited): 
                                   Share                 Capital                              Put                                               Non 
                       Share     Premium     Merger   Redemption      ESOT    Retained     Option   Translation     Hedge               Controlling       Total 
                     Capital     Account    Reserve      Reserve   Reserve    Earnings    Reserve       Reserve   Reserve       Total     interests      Equity 
 
                      GBP000      GBP000     GBP000       GBP000    GBP000      GBP000     GBP000        GBP000    GBP000      GBP000        GBP000      GBP000 
 
 Balance as at 1 
  October 
  2019                 7,416     279,756      2,746          457   (2,787)      70,009   (13,255)      (45,133)     (247)     298,962        22,803     321,765 
 Effect of initial 
  application 
  of IFRS 16 on 1 
  October 
  2019                     -           -          -            -         -       (468)          -             -         -       (468)             -       (468) 
 Revised balance 
  as 
  at 1 October 
  2019                 7,416     279,756      2,746          457   (2,787)      69,541   (13,255)      (45,133)     (247)     298,494        22,803     321,297 
 (Loss)/profit for 
  the 
  period                   -           -          -            -         -   (169,175)          -             -         -   (169,175)           953   (168,222) 
    Currency 
     translation 
     movement on 
     net 
     investment 
     in subsidiary 
     undertakings          -           -          -            -         -           -          -       (2,869)         -     (2,869)             -     (2,869) 
    Movement in 
     fair value 
     of cash flow 
     hedges                -           -          -            -         -           -          -             -     (332)       (332)             -       (332) 
 Fair value of 
  cash 
  flow hedges 
  released 
  to the 
  Consolidated 
  Income Statement         -           -          -            -         -           -          -             -        42          42             -          42 
    Tax relating 
     to components 
     of 
     comprehensive 
     income                -           -          -            -         -           -          -             -        62          62             -          62 
 
 Total 
  comprehensive 
  income for the 
  six 
  months to 
  31 March 2020            -           -          -            -         -   (169,175)          -       (2,869)     (228)   (172,272)           953   (171,319) 
 
    Dividends 
     (Note 5)              -           -          -            -         -    (13,030)          -             -         -    (13,030)          (34)    (13,064) 
    Exercise of 
    share 
    options                -           -          -            -         -           -          -             -         -           -             -           - 
    Share-based 
     payments              -           -          -            -         -         236          -             -         -         236             -         236 
    Issue of 
     shares - 
     subscription        146      11,283          -            -         -           -          -             -         -      11,429             -      11,429 
    Issue of 
     shares - 
     share 
     placement           596      51,838          -            -         -           -          -             -         -      52,434             -      52,434 
    Share issue 
     costs                 -     (2,426)          -            -         -           -          -             -         -     (2,426)             -     (2,426) 
    Capital 
     reduction             -   (279,756)          -            -         -     279,756          -             -         -           -             -           - 
    Disposal of                                                                      -          -             -         -           -             -           - 
    subsidiary             -           -          -            -         - 
 
 Balance as at 31 
  March 
  2020                 8,158      60,695      2,746          457   (2,787)     167,328   (13,255)      (48,002)     (475)     174,865        23,722     198,587 
 
 
 

Notes 1 to 19 form an integral part of the condensed consolidated financial statements.

Condensed Consolidated Statement of Changes in Equity

 
 Six month period ended 31 March 2019 
 (Unaudited): 
                                 Share                 Capital                             Put                                             Non 
                       Share   Premium     Merger   Redemption      ESOT   Retained     Option   Translation     Hedge             Controlling     Total 
                     Capital   Account    Reserve      Reserve   Reserve   Earnings    Reserve       Reserve   Reserve     Total     interests    Equity 
 
                      GBP000    GBP000     GBP000       GBP000    GBP000     GBP000     GBP000        GBP000    GBP000    GBP000        GBP000    GBP000 
 
 Balance as at 1 
  October 
  2018                 7,416   279,756      2,746          457   (2,794)     80,800   (13,255)      (53,073)   (1,018)   301,035        23,847   324,882 
 
 (Loss)/profit for 
  the 
  period                   -         -          -            -         -      (576)          -             -         -     (576)           972       396 
    Currency 
     translation 
     movement on 
     net 
     investment 
     in subsidiary 
     undertakings          -         -          -            -         -          -          -         2,977         -     2,977             -     2,977 
    Movement in 
     fair value 
     of cash flow 
     hedges                -         -          -            -         -          -          -             -       351       351             -       351 
 Fair value of 
  cash 
  flow hedges 
  released 
  to the 
  Consolidated 
  Income Statement         -         -          -            -         -          -          -             -       142       142             -       142 
    Tax relating 
     to components 
     of 
     comprehensive 
     income                -         -          -            -         -          -          -             -      (72)      (72)             -      (72) 
 
 Total 
  comprehensive 
  income for the 
  six 
  months to 
  31 March 2019            -         -          -            -         -      (576)          -         2,977       421     2,822           972     3,794 
 
    Dividends              -         -          -            -         -    (7,393)          -             -         -   (7,393)       (1,393)   (8,786) 
    Exercise of 
     share 
     options               -         -          -            -         -        (8)          -             -         -       (8)             -       (8) 
    Share-based 
     payments              -         -          -            -         -        250          -             -         -       250             -       250 
    Issue of 
    shares                 -         -          -            -         -          -          -             -         -         -             -         - 
    Tax debited to 
    equity                 -         -          -            -         -          -          -             -         -         -             -         - 
    Disposal of 
     subsidiary            -         -          -            -         -          -          -           379         -       379          (47)       332 
 
                       7,416   279,756      2,746          457   (2,794)     73,073   (13,255)      (49,717)     (597)   297,085        23,379   320,464 
 Balance as at 31 
  March 
  2019 
                    ========  ========  =========  ===========  ========  =========  =========  ============  ========  ========  ============  ======== 
 
 

Notes 1 to 19 form an integral part of the condensed consolidated financial statements.

Condensed Consolidated Statement of Changes in Equity

 
 Year ended 30 September 2019 (Audited): 
                                 Share                 Capital                             Put                                              Non 
                       Share   Premium     Merger   Redemption      ESOT   Retained     Option   Translation     Hedge              Controlling      Total 
                     Capital   Account    Reserve      Reserve   Reserve   Earnings    Reserve       Reserve   Reserve      Total     interests     Equity 
 
                      GBP000    GBP000     GBP000       GBP000    GBP000     GBP000     GBP000        GBP000    GBP000     GBP000        GBP000     GBP000 
 
 Balance as at 1 
  October 
  2018                 7,416   279,756      2,746          457   (2,794)     80,800   (13,255)      (53,073)   (1,018)    301,035        23,847    324,882 
 
    (Loss)/profit 
     for 
     the period            -         -          -            -         -      3,148          -             -         -      3,148           980      4,128 
    Currency 
     translation 
     movement on 
     net 
     investment 
     in subsidiary 
     undertakings          -         -          -            -         -          -          -         7,561         -      7,561             -      7,561 
    Movement in 
     fair value 
     of cash flow 
     hedges                -         -          -            -         -          -          -             -       269        269             -        269 
    Fair value of 
     cash 
     flow hedges 
     released 
     to the income 
     statement             -         -          -            -         -          -          -             -       655        655             -        655 
    Tax relating 
     to components 
     of 
     comprehensive 
     income                -         -          -            -         -          -          -             -     (153)      (153)             -      (153) 
 
 Total 
  comprehensive 
  income for the 
  year 
  ended 30 
  September 
  2019                     -         -          -            -         -      3,148          -         7,561       771     11,480           980     12,460 
 
    Dividends              -         -          -            -         -   (14,043)          -             -         -   (14,043)       (1,978)   (16,021) 
    Exercise of 
     share 
     options               -         -          -            -         7        (8)          -             -         -        (1)             -        (1) 
    Share-based 
     payments              -         -          -            -         -        112          -             -         -        112             -        112 
    Issue of 
    shares                 -         -          -            -         -          -          -             -         -          -             -          - 
    Tax debited to 
    equity                 -         -          -            -         -          -          -             -         -          -             -          - 
    Disposal of 
     subsidiary            -         -          -            -         -          -          -           379         -        379          (46)        333 
 
 Balance as at 30 
  September 
  2019                 7,416   279,756      2,746          457   (2,787)     70,009   (13,255)      (45,133)     (247)    298,962        22,803    321,765 
 
 
 

Notes 1 to 19 form an integral part of the condensed consolidated financial statements.

Condensed Consolidated Statement of Financial Position

31 March 2020

 
                                                                31 March     31 March  30 September 
                                                                    2020         2019          2019 
                                                               Unaudited    Unaudited       Audited 
                                                      Notes       GBP000       GBP000        GBP000 
Non-current assets 
Goodwill                                                8        147,631      209,674       209,970 
Other intangible assets                                 9        280,940      282,077       270,608 
Property, plant and equipment                          10         20,438        4,913         5,167 
Interests in associates and joint ventures             11         45,949       47,553        43,374 
Investments                                                        1,047          500             - 
Venue advances and other loans                                         -          765           500 
Deferred consideration receivable                                      -        3,457         3,795 
Deferred tax asset                                                 4,393        9,498         8,547 
                                                             ___________  ___________   ___________ 
                                                                 500,398      558,437       541,961 
Current assets 
Trade and other receivables                            12         59,637       62,983        59,024 
Tax prepayment                                                     3,413        2,367         3,300 
Derivative financial instruments                       15              -           23             - 
Cash and cash equivalents                                         89,947       32,884        33,027 
                                                             ___________  ___________   ___________ 
                                                                 152,997       98,257        95,351 
 
Total assets                                                     653,395      656,694       637,312 
 
Current liabilities 
Bank loans                                                      (17,500)            -      (17,500) 
Trade and other payables                               13       (43,175)     (40,306)      (33,390) 
Current tax liabilities                                            (698)      (2,822)       (1,929) 
Deferred income                                                (103,051)     (92,963)      (79,701) 
Derivative financial instruments                       15        (8,455)     (11,342)      (12,955) 
Provisions                                                         (304)        (312)         (306) 
                                                             ___________  ___________   ___________ 
                                                               (173,183)    (147,745)     (145,781) 
Non-current liabilities 
Bank loans                                             14      (229,679)    (141,833)     (127,205) 
Provisions                                                       (1,534)      (1,572)       (1,505) 
Deferred income                                                    (338)        (419)         (291) 
Lease liabilities                                               (16,400)            -             - 
Deferred tax liabilities                                        (33,229)     (44,457)      (40,655) 
Derivative financial instruments                       15          (445)        (204)         (110) 
                                                             ___________  ___________   ___________ 
                                                               (281,625)    (188,485)     (169,766) 
 
Total liabilities                                              (454,808)    (336,230)     (315,547) 
                                                             ___________  ___________   ___________ 
Net assets                                                       198,587      320,464       321,765 
                                                             ___________  ___________   ___________ 
 
Equity 
Share capital                                          16          8,158        7,416         7,416 
Share premium account                                             60,695      279,756       279,756 
Merger reserve                                                     2,746        2,746         2,746 
Capital redemption reserve                                           457          457           457 
ESOT reserve                                                     (2,787)      (2,794)       (2,787) 
Retained earnings                                                167,328       73,073        70,009 
Put option reserve                                              (13,255)     (13,255)      (13,255) 
Translation reserve                                             (48,002)     (49,717)      (45,133) 
Hedge reserve                                                      (475)        (597)         (247) 
                                                             ___________  ___________   ___________ 
Equity attributable to equity holders of the parent              174,865      297,085       298,962 
Non-controlling interest                                          23,722       23,379        22,803 
                                                             ___________  ___________   ___________ 
Total equity                                                     198,587      320,464       321,765 
                                                             ___________  ___________   ___________ 
 
 

Notes 1 to 19 form an integral part of the condensed consolidated financial statements.

Condensed Consolidated Cash Flow Statement

For the six months ended 31 March 2020

 
                                                                             Six months     Six months      Year ended 
                                                                            to 31 March    to 31 March    30 September 
                                                                                   2020           2019            2019 
                                                                   Notes      Unaudited      Unaudited         Audited 
                                                                                 GBP000         GBP000          GBP000 
----------------------------------------------------------------  ------  -------------  -------------  -------------- 
 Operating activities 
 Operating profit/(loss) from continuing operations                           (168,373)          4,025          14,172 
 Adjustments for non-cash items: 
 Depreciation and amortisation                                     9,10          16,971         13,530          27,032 
 Impairment of assets                                                3          166,849              -               - 
 Share-based payments                                                               250            285              63 
 (Decrease)/increase in provisions                                                 (53)        (1,185)         (1,278) 
 Loss/(profit) on disposal of plant, property and equipment and 
  computer software                                                                (14)              -              10 
 Loss on disposal of investments                                     3            5,616          2,425           3,154 
 Fair value of cash flow hedges recognised in the income 
  statement                                                                          42            142             654 
 Share of profit from associates and joint ventures                 11          (4,947)        (5,534)         (6,397) 
 Operating cash flows before movements in working capital                        16,341         13,688          37,410 
 (Increase)/decrease in receivables                                             (4,138)        (5,493)         (4,346) 
 Advances and prepayments to venues                                             (1,615)        (5,829)           (730) 
 Utilisation of venue advances and prepayments                                      717            873             719 
 Increase/(decrease) in deferred income                                          11,315         13,295            (96) 
 Increase/(decrease) in payables                                                  1,934          (518)           1,249 
 Operating cash flows after movements in working capital                         24,554         16,016          34,206 
 Dividends received from associates and joint ventures              11              539            594           6,147 
----------------------------------------------------------------  ------  -------------  -------------  -------------- 
 Cash generated from operations                                                  25,093         16,610          40,353 
----------------------------------------------------------------  ------  -------------  -------------  -------------- 
 Tax paid                                                                       (2,179)        (6,461)        (11,548) 
 Net cash from operating activities                                              22,914         10,149          28,805 
 
 Investing activities 
 Interest received                                                                  406            325           1,019 
 Investment in associates and joint ventures and other 
  investments                                                                     (547)          (500)           (500) 
 Acquisition of businesses - cash paid net of cash acquired          7         (97,924)       (22,759)        (31,478) 
 Purchase of property, plant and equipment and computer software                (1,189)        (2,097)         (3,776) 
 Disposal of plant, property and equipment and computer software                     23              -              70 
 Disposal of subsidiaries - cash received net of cash disposed                        -          (492)           (462) 
 Settlement of deferred consideration receivable                    12              567              -               - 
 Net cash flows from investing activities                                      (98,664)       (25,523)        (35,127) 
----------------------------------------------------------------  ------  -------------  -------------  -------------- 
 
 Financing activities 
 Equity dividends paid                                                         (13,006)        (7,411)        (14,077) 
 Dividends paid to non-controlling interests                                       (34)        (1,393)         (1,978) 
 Interest paid and bank charges                                                 (4,044)        (2,872)         (6,374) 
 Principal paid on lease liabilities                                            (1,941)              -               - 
 Proceeds from the issue of share capital and exercise of share                                                      - 
 options                                                                         52,434              - 
 Fees relating to share placing                                                 (2,426)              -               - 
 Drawdown of borrowings                                                         148,832        124,565         258,457 
 Repayment of borrowings                                                       (47,725)      (114,438)       (246,330) 
 Net cash flows from financing activities                                       132,090        (1,549)        (10,302) 
----------------------------------------------------------------  ------  -------------  -------------  -------------- 
 
 Net (decrease)/increase in cash and cash equivalents                            56,340       (16,923)        (16,624) 
 Cash and cash equivalents at beginning of period                                33,027         49,649          49,649 
 Effect of foreign exchange rates on cash and cash equivalents                      580            158               2 
 Cash and cash equivalents classified as held for sale                                -              -               - 
----------------------------------------------------------------  ------  -------------  -------------  -------------- 
 Cash and cash equivalents at end of period                                      89,947         32,884          33,027 
----------------------------------------------------------------  ------  -------------  -------------  -------------- 
 

Notes 1 to 19 form an integral part of the condensed consolidated financial statements.

Notes to the Interim Financial Statements

1. General Information and basis of preparation

The information for the year ended 30 September 2019 does not constitute statutory accounts as defined in section 434 of the Companies Act 2006. A copy of the statutory accounts for that year has been delivered to the Registrar of Companies. The former auditor, Deloitte LLP, 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.

The annual financial statements of Hyve Group plc are prepared in accordance with IFRS 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.

The condensed consolidated financial statements have been reviewed by BDO LLP but have not been audited. They do not include all the information and disclosures required in the annual financial statements, and therefore should be read in conjunction with the Group's consolidated financial statements for the year ended 30 September 2019.

Going concern

The Group's business activities, together with the factors likely to affect its future development, performance and position are set out in the Interim Management Report. The financial position of the Group, its cash flows and liquidity position are described in the interim financial statements and notes. The Group has the financial resources to continue in operation for the foreseeable future, a period of not less than 12 months from the date of this report.

The Group is dependent on the ability to be permitted to run events attended by a significant number of people and is therefore exposed to restrictions imposed as a result of communicable diseases, particularly where government, local authority or corporate restrictions are in place that either prohibit mass gatherings or restrict travel to and from events. The Group operates in territories that can be unpredictable and unexpected geopolitical and economic events such as terrorism, sanctions, currency controls and exchange rate movements can have an impact on the Group's reported trading performance. Given the Group's reliance on its relationships with venue owners to continue to operate its events, the unavailability of a venue at short notice, damage to a venue or a dispute with a venue owner could negatively affect the Group. A significant deterioration in trading from the major markets (notably Global Brands, Russia and/or the UK) could also adversely impact the Group's results.

On 7 May 2020, subsequent to the balance sheet date, the Group announced an underwritten rights issue to raise gross proceeds of GBP126.6m, with an additional GBP35m of liquidity obtained through the deferral of scheduled term loan repayments of GBP17.5m each in November 2020 and November 2021 until December 2023. Covenant waivers for the leverage ratio and interest cover covenants have also been obtained up to and including March 2022. As a consequence, following completion of the rights issue, the Directors believe that the Group is now well placed to manage its business risks successfully. The Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Thus, the Group continues to adopt the going concern basis in preparing the interim report and financial statements.

Accounting policies

The Group has applied the same accounting policies and methods of computation in its interim consolidated financial statements as in its 201 9 annual financial statements, except for those that relate to new standards and interpretations effective for the first time for periods beginning on (or after) 1 January 2019, which have been adopted in these interim financial statements and will be adopted in the 20 20 annual financial statements. New standards impacting the Group that will be adopted in the annual financial statements for the year ended 3 0 September 20 20 , and which have given rise to changes in the Group's accounting policies are:

   --      IFRS 16 Leases 

Details of the impact th is standard ha s had are given below. Other new and amended standards and Interpretations issued by the IASB that will apply for the first time in the next annual financial statements are not expected to impact the Group as they are either not relevant to the Group's activities or require

accounting which is consistent with the Group's current accounting   policies. 

IFRS 16 Leases

Effective 1 January 2019, IFRS 16 has replaced IAS 17 Leases and IFRIC 4 Determining whether an Arrangement Contains a Lease . IFRS 16 provides a single lessee accounting model, requiring the recognition of assets and liabilities for all leases, together with options to exclude leases where the lease term is 12 months or less, or where the underlying asset is of low value. IFRS 16 substantially carries forward the lessor accounting in IAS 17, with the distinction between operating leases and finance leases being retained. The Group does not have significant leasing activities acting as a lessor.

(a) Transition Method and Practical Expedients Utilised

The Group adopted IFRS 16 using the modified retrospective approach, with recognition of transitional adjustments on the date of initial application (1 October 2019), without restatement of comparative figures. The Group elected to apply the practical expedient to not reassess whether a contract is or contains a lease at the date of initial application. Contracts entered into before the transition date that were not identified as leases under IAS 17 and IFRIC 4 were not reassessed. The definition of a lease under IFRS 16 was applied

only to contracts entered into or changed on or after   1 October 2019. 

IFRS 16 provides for certain optional practical expedients, including those related to the initial adoption of the standard. The Group applied the following practical expedients when applying IFRS 16 to leases previously classified as operating leases under IAS 17:

 
         --   Apply a single discount rate to a portfolio of leases with 
               reasonably similar characteristics; 
         --   Applied the exemption not to recognise right-of-use assets 
               and liabilities for leases with less than 12 months of lease 
               term remaining as of the date of initial application. 
 

As a lessee, the Group previously classified leases as operating or finance leases based on its assessment of whether the lease transferred substantially all of the risks and rewards of ownership. Under IFRS 16, the Group recognizes right-of-use assets and lease liabilities for most leases. However, the Group has elected not to recognise right-of-use assets and lease liabilities for some leases of low value assets based on the value

of the underlying asset when new or for short-term   leases with a lease term of 12 months or less. 

The treatment of venue leases is expected to remain unchanged, due to the cumulative tenancy dates over the term of each venue lease being less than 12 months. All current venue contracts are therefore treated as short term leases and excluded from the assessment under the related practical expedient.

On adoption of IFRS 16, the Group recognised right-of-use assets and lease liabilities primarily in relation to leases of office space, which had previously been classified as operating leases. The lease liabilities were measured at the present value of the remaining lease payments, discounted using an incremental borrowing rate as at 1 October 2019. Incremental borrowing rates were calculated for each of the Group's material leases, representing the rate at which a similar borrowing could be obtained from an independent creditor under comparable terms and conditions in the region where the lease is situated. Incremental borrowing rates were calculated for the United Kingdom, Russia and United States. The weighted-average rate applied was 3.4%.

The right-of-use assets were measured as follows:

 
 a.   Office space: Right-of-use assets are measured at an amount 
       equal to the lease liability, adjusted by the amount of 
       any prepaid or accrued lease payments. 
 b.   All other leases: the carrying value that would have resulted 
       from IFRS 16 being applied from the commencement date of 
       the leases, subject to the practical expedients noted above. 
 

The following table presents the impact of adopting IFRS 16 on the statement of financial position as at 1 October 2019 :

 
                                                                        GBP'000 
 
 Right of use assets recognised                                          15,685 
 Lease liabilities recognised                                          (17,038) 
 Other adjustments to statement of financial position on transition: 
 Provisions                                                               1,063 
 Accrued expenses                                                            73 
 Prepayments                                                              (518) 
 Deferred tax asset                                                         267 
 
 Net reduction in retained earnings                                         468 
 
 

Included in profit or loss for the period is GBP1.5m of depreciation of right-of-use assets and GBP0.3m of finance expense on lease liabilities. Short-term and low-value leases included in profit or loss for the period were GBP0.3m.

The following table reconciles the minimum lease commitments disclosed in the Group's 3 0 September 2019 annual financial statements to the amount of lease liabilities recognised on 1 October 2019:

 
                                                                                          Venues 
                                                            Land and buildings GBP'000   GBP'000 
 
 Minimum operating lease commitment at 30 September 2019                        17,345    99,056 
 Short-term leases not recognised under IFRS 16                                  (265)  (99,056) 
 Low value leases not recognised under IFRS 16                                     (5)         - 
 Other adjustments to the statement of financial position                          617         - 
 Lease payments previously excluded                                              1,406 
 
 Undiscounted lease payments                                                    19,098         - 
 Effect of discounting                                                         (2,060)         - 
 
 Lease liabilities                                                              17,038         - 
 
 

Other adjustments to the statement of financial position consists of lease provisions, prepayments and accrued expenses.

Certain lease payments previously excluded from the disclosure of minimum operating lease commitments at 30 September 2019 have now been included on adoption of IFRS 16, primarily due to the existence of renewal options and autorenewal mechanisms which means these contracts in substance have lease terms greater than 12 months.

(b) Significant Accounting Policies subsequent to Transition

All leases are accounted for by recognising a right-of-use asset and a lease liability except for:

 
         --   Leases of low value assets; and 
         --   Leases with a term of 12 months or less. 
 

Lease liabilities are measured at the present value of the contractual payments due to the lesso r over the lease term, with the discount rate determined by reference to the rate inherent in the lease unless (as is typically the case) this is not readily determinable, in which case the group's incremental borrowing rate on commencement of the lease is used. Variable lease payments are only included in the measurement of the lease liability if they depend on an index or rate. In such cases, the initial measurement of the lease liability assumes the variable element will remain unchanged throughout the lease term. Other variable lease payments

are expensed in the period to   which they relate. 

On initial recognition, the carrying value of the lease liability also includes:

 
         --   amounts expected to be payable under any residual value 
               guarantee; 
         --   the exercise price of any purchase option granted in favour 
               of the group if it is reasonably certain to assess that 
               option; 
         --   any penalties payable for terminating the lease, if the 
               term of the lease has been estimated on the basis of termination 
               option being exercised 
 

Right of use assets are initially measured at the amount of the lease liability, reduced for any lease incentives received, and increased for:

 
         --   lease payments made at or before commencement of the lease; 
         --   initial direct costs incurred; and 
         --   the amount of any provision recognised where the group is 
               contractually required to dismantle, remove or restore the 
               leased asset. 
 

Subsequent to initial measurement lease liabilities increase as a result of interest charged at a constant rate on the balance outstanding and are reduced for lease payments made. Right-of-use assets are amortised on a straight-line basis over the remaining term of the lease or over the remaining economic life of the asset if, rarely, this is judged to be shorter than the lease term. Lease liabilities are remeasured when there is a change in future lease payments arising from a change in an index or rate or when there is a change in the assessment of the term of any lease.

Use of estimates and judgements

There have been no material revisions to the nature and amount of estimates of amounts reported in prior periods except where the implementation of IFRS 16 discussed above requires a different approach to the accounting previously applied. Significant estimates and judgements that have been required for the implementation of th is new standard are:

 
         --   The determination of whether an arrangement contains a lease: 
         --   The determination of lease term for some lease contracts 
               in which the Group is a lessee that include renewal options 
               and termination options, and the determination whether the 
               Group is reasonably certain to exercise such option; and 
         --   The determination of the incremental borrowing rate used 
               to measure lease liabilities 
 

Liabilities of GBP1.0m were recognised at transition in relation to leases with some form of renewal option or autorenewal mechanism in the lease contracts which the Group is reasonably certain will be exercised.

The measurement of the lease liabilities on transition is most sensitive to the incremental borrowing rates used. The Group has conducted a sensitivity analysis taking into consideration the impact of a change in the incremental borrowing rates.

A 1% increase across the incremental borrowing rates used in measuring the lease liabilities would decrease those lease liabilities on transition by GBP0.5m (3%). A 1% decrease across the incremental borrowing rates used in measuring the lease liabilities would increase those lease liabilities on transition by GBP0.6m (3%).

Impact of accounting standards to be applied in future periods

There are a number of standards and interpretations which have been issued by the International Accounting Standards Board that are effective for periods beginning subsequent to 3 0 September 20 20 (the date on which the company's next annual financial statements will be prepared up to) that the Group has decided not to adopt early. The Group does not believe these standards and interpretations will have a material impact on the financial statements once adopted.

2 . Segmental information

The Group has identified reportable segments based on financial information used by the Executive Team in allocating resources and making strategic decisions. The Executive Team (consisting of the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer and Chief People Officer), are considered to be the Group's Chief Operating Decision Maker. The Group evaluates performance on the basis of headline profit or loss before tax.

The Group's reportable segments are operational business units and groups of events that are managed separately, either based on geographic location or as portfolios of events.

The products and services offered by each business unit are identical across the Group. The revenue and headline profit before tax are attributable to the Group's one principal activity, the organisation of trade exhibitions, conferences and related activities and can be analysed by operating segment as follows:

 
Six months to 31 March                                   Eastern 
 2020                       Global          Central   & Southern                      Total 
 Unaudited                  Brands    Asia     Asia       Europe  Russia      UK      Group 
                            GBP000  GBP000   GBP000       GBP000  GBP000  GBP000     GBP000 
 
Revenue                     30,946  11,979    5,708        2,902  20,047  24,681     96,263 
 
Segment headline profit 
 before tax                 11,769   9,246      367        (810)   5,636   4,823     31,031 
Unallocated items                                                                  (11,197) 
 
Headline profit before 
 tax                                                                                 19,834 
 
Adjusting items (note 3)                                                          (188,176) 
 
Loss before tax                                                                   (168,342) 
Tax                                                                                     120 
 
Loss after tax                                                                    (168,222) 
 
 

The revenue in the period of GBP96.3m includes GBP1. 0m (six months to 31 March 2019: GBP1.1m; year ended 30 September 2019: GBP3.3m) of barter sales. No individual customer amounts to more than 10% of Group revenues.

Unallocated items include:

 
         --   other income; 
         --   head office costs; 
         --   foreign exchange gains and losses on translation of monetary 
               assets and liabilities held in Group subsidiary companies 
               that are denominated in currencies other than the functional 
               currency of the subsidiaries; and 
         --   net finance costs. 
 

The impairment and derecognition charges recognised in respect of goodwill, intangible assets, investments in associates and joint ventures, and other assets can be analysed by operating segment as follows:

 
                  Six months    Six months     Year ended 
                 to 31 March   to 31 March   30 September 
                        2020          2019           2019 
                      GBP000        GBP000         GBP000 
 
Central Asia             596             -              - 
Asia                     771             -              - 
Global Brands         57,216             -              - 
UK                   108,266             -              - 
 
                     166,849             -              - 
 
 

The Group's share of profits from associates and joint ventures, capital expenditure and amortisation and depreciation can be analysed by operating segment as follows:

 
Six months to 31 March                                         Eastern 
 2020                            Global           Central   & Southern                     Total 
 Unaudited                       Brands     Asia     Asia       Europe  Russia       UK    Group 
                                 GBP000   GBP000   GBP000       GBP000  GBP000   GBP000   GBP000 
 
Share of results of 
 associates and joint 
 ventures 
Share of results before 
 tax                                  -    6,635        -            -   (167)        -    6,468 
Tax                                   -  (1,554)        -            -      33        -  (1,521) 
 
Share of results after 
 tax                                  -    5,081        -            -   (134)        -    4,947 
 
Capital expenditure 
Segment capital expenditure          32        3       32           13      79        -      159 
Unallocated capital 
 expenditure                                                                               1,030 
 
                                                                                           1,189 
 
Depreciation and amortisation 
Segment depreciation 
 and amortisation                 8,539    1,922      116        1,043     431    3,199   15,250 
Unallocated depreciation 
 and amortisation                                                                          1,721 
 
                                                                                          16,971 
 

The Group's assets and liabilities can be analysed by operating segment as follows:

 
                                                            Eastern 
As at 31 March 2020         Global             Central   & Southern                          Total 
 Unaudited                  Brands      Asia      Asia       Europe    Russia        UK      Group 
                            GBP000    GBP000    GBP000       GBP000    GBP000    GBP000     GBP000 
Assets 
Segment assets             317,159   104,610    15,904       17,140    55,420    69,689    579,922 
Unallocated assets                                                                          73,473 
 
Total assets                                                                               653,395 
 
Liabilities 
Segment liabilities       (22,047)  (33,129)  (10,629)      (8,977)  (38,589)  (10,970)  (124,341) 
Unallocated liabilities                                                                  (330,467) 
 
Total liabilities                                                                        (454,808) 
 
Net assets                                                                                 198,587 
 
 
Six months to 31 March                                   Eastern 
 2019                       Global          Central   & Southern                     Total 
 Unaudited                  Brands    Asia     Asia       Europe  Russia      UK     Group 
                            GBP000  GBP000   GBP000       GBP000  GBP000  GBP000    GBP000 
 
Revenue                     31,667  12,381    6,667        3,717  24,118  29,243   107,793 
 
Segment headline profit 
 before tax                 13,423   9,459      698         (13)   7,993   8,657    40,217 
Unallocated items                                                                 (15,682) 
 
Headline profit before 
 tax                                                                                24,535 
 
Adjusting items (note 3)                                                          (22,680) 
 
Profit before tax                                                                    1,855 
Tax                                                                                (1,459) 
 
Loss after tax                                                                         396 
 
 
 
Six months to 31 March                                           Eastern 
 2019                              Global           Central   & Southern                     Total 
 Unaudited                         Brands     Asia     Asia       Europe  Russia       UK    Group 
                                   GBP000   GBP000   GBP000       GBP000  GBP000   GBP000   GBP000 
 
Share of results of associates 
 and joint ventures 
Share of results before 
 tax                                    -    7,410        -            -   (146)        -    7,264 
Tax                                     -  (1,759)        -            -      29        -  (1,730) 
 
Share of results after 
 tax                                    -    5,651        -            -   (117)        -    5,534 
 
Capital expenditure 
Segment capital expenditure             8      170       72          128     160        -      538 
Unallocated capital expenditure                                                              1,559 
 
                                                                                             2,097 
 
Depreciation and amortisation 
Segment depreciation and 
 amortisation                       6,273    1,826       40        1,128     134    3,039   12,440 
Unallocated depreciation 
 and amortisation                                                                            1,090 
 
                                                                                            13,530 
 
 
                                                           Eastern 
As at 31 March 2019         Global            Central   & Southern                          Total 
 Unaudited                  Brands      Asia     Asia       Europe    Russia        UK      Group 
                            GBP000    GBP000   GBP000       GBP000    GBP000    GBP000     GBP000 
Assets 
Segment assets             244,441   106,760   11,973       19,178    36,918   198,245    617,515 
Unallocated assets                                                                         39,179 
 
Total assets                                                                              656,694 
 
Liabilities 
Segment liabilities       (34,187)  (48,363)  (5,456)      (8,656)  (26,852)  (33,963)  (157,477) 
Unallocated liabilities                                                                 (178,753) 
 
Total liabilities                                                                       (336,230) 
 
Net assets                                                                                320,464 
 
 
                                                                                                                 Total 
Year ended 30 September 2019  Global Brands    Asia  Central Asia  Eastern & Southern Europe  Russia      UK     Group 
                                     GBP000  GBP000        GBP000                     GBP000  GBP000  GBP000    GBP000 
 
 
Revenue                              49,708  23,157     19,816                        16,721  62,643  48,678   220,723 
 
Segment headline profit 
 before tax                          20,258   9,382         4,980                      5,849  25,902  15,509    81,880 
Unallocated costs                                                                                             (31,472) 
 
Headline profit before tax                                                                                      50,408 
 
Adjusting items                                                                                               (41,695) 
 
Profit before tax                                                                                                8,713 
Tax                                                                                                            (4,585) 
 
Profit after tax                                                                                                 4,128 
 
 
 
                                                                                                                 Total 
Year ended 30 September 2019  Global Brands     Asia  Central Asia  Eastern & Southern Europe  Russia      UK    Group 
                                     GBP000   GBP000        GBP000                     GBP000  GBP000  GBP000   GBP000 
 
Share of results of 
associates and joint 
ventures 
Share of results before tax               -    6,642             -                          -   1,655       -    8,297 
Tax                                       -  (1,571)             -                          -   (329)       -  (1,900) 
 
Share of results after tax                -    5,071             -                          -   1,326       -    6,397 
 
Capital expenditure 
Segment capital expenditure               -      298            98                        235     687       -    1,318 
Unallocated capital 
 expenditure                                                                                                     2,458 
 
                                                                                                                 3,776 
 
Depreciation and 
amortisation 
Segment depreciation and 
 amortisation                        12,560    3,657            53                      2,224     413   6,038   24,945 
Unallocated depreciation and 
 amortisation                                                                                                    2,087 
 
                                                                                                                27,032 
 

The Group's assets and liabilities can be analysed by operating segment as follows:

 
                                                                     Eastern & Southern                          Total 
30 September 2019         Global Brands      Asia  Central Asia                  Europe    Russia        UK      Group 
                                 GBP000    GBP000        GBP000                  GBP000    GBP000    GBP000     GBP000 
Assets 
Segment assets                  250,521   106,657        13,130                  15,295    54,177   184,343    624,123 
Unallocated assets                                                                                              13,189 
 
                                                                                                               637,312 
 
Liabilities 
Segment liabilities            (27,673)  (42,583)       (6,887)                 (4,702)  (31,682)  (13,415)  (126,942) 
Unallocated liabilities                                                                                      (188,605) 
 
                                                                                                             (315,547) 
 
Net assets                                                                                                     321,765 
 

Geographical information

Information about the Group's revenue by origin of sale and non-current assets by geographical location are detailed below:

 
 
                                      Revenue                             Non-current assets* 
 
                      Six months   Six months      Year ended   Six months   Six months      Year ended 
                           to 31        to 31    30 September        to 31        to 31    30 September 
                           March        March            2019        March        March            2019 
                            2020         2019                         2020         2019 
                       Unaudited    Unaudited         Audited    Unaudited    Unaudited         Audited 
                          GBP000       GBP000          GBP000       GBP000       GBP000          GBP000 
 
 Asia                     11,850       13,137          24,882       83,009       87,407          81,383 
 Central Asia              3,113        3,906          11,595        3,675        4,691           4,097 
 Eastern & 
  Southern Europe          2,608        2,936          13,810        8,967       10,212           9,578 
 Russia                   15,575       16,192          40,842       19,053       21,532          23,904 
 UK                       35,977       43,908          70,746      116,036      284,159         279,902 
 Rest of the 
  World                   27,140       27,714          58,848      265,265      140,938         134,550 
                         _______      _______         _______      _______      _______         _______ 
 Total                    96,263      107,793         220,723      496,005      548,939         533,414 
                        ________     ________        ________     ________     ________        ________ 
 

* Non-current assets exclude deferred tax assets.

3. Adjusting items

The following (charges)/credits have been presented as adjusting items:

 
                                                           Six months to   Six months to 
                                                           31 March 2020   31 March 2019  Year ended 30 September 2019 
                                                               Unaudited       Unaudited                       Audited 
                                                                  GBP000          GBP000                        GBP000 
Operating items 
 
   Amortisation of acquired intangible assets                   (14,023)        (12,026)                      (24,066) 
   Impairment of goodwill                                      (124,032)               -                             - 
   Impairment of intangible assets                              (42,046)               -                             - 
   Impairment of investment in associates and JVs                  (771)               -                             - 
   Loss on disposal of investments                               (5,616)         (2,425)                       (3,154) 
   Transaction costs on acquisitions and disposals               (2,592)         (1,400)                       (1,462) 
   Integration costs 
 
        *    Integration costs                                     (694)         (2,513)                       (5,322) 
 
        *    Costs to realise synergies                                -           (914)                       (1,469) 
   Restructuring costs 
 
        *    TAG                                                   (878)         (1,654)                       (2,783) 
 
        *    Other                                                     -           (395)                       (1,435) 
   Tax on income from associates and joint ventures              (1,521)         (1,730)                       (1,900) 
 
Financing items 
 
(Gain)/loss on revaluation of equity option liabilities            4,526           (246)                       (1,121) 
Imputed interest charge on discounted equity option 
 liabilities                                                           -            (21)                         (231) 
(Gain)/loss on revaluation of deferred consideration 
 payable                                                              69               6                           245 
Imputed interest income on discounted deferred 
 consideration receivable                                            865             439                         1,090 
(Gain)/loss on revaluation of deferred consideration 
 receivable                                                        (110)             199                          (87) 
Write off of previously capitalised debt issue costs on 
 refinancing                                                     (1,353)               -                             - 
                                                             ___________     ___________                   ___________ 
                                                               (188,176)        (22,680)                      (41,695) 
 
 

Please refer to the Financial Performance section of this report for explanations provided on adjusting items.

4. Tax on profit/(loss) on ordinary activities

 
                                                        Six months to   Six months to 
                                                        31 March 2020   31 March 2019  Year ended 30 September 2019 
                                                            Unaudited       Unaudited                       Audited 
                                                               GBP000          GBP000                        GBP000 
Current tax 
UK corporation tax                                                  -             553                       (1,363) 
Foreign tax                                                       835           2,839                         8,156 
 
                                                                  835           3,392                         6,793 
Deferred tax                                                    (955)         (1,933)                       (2,208) 
                                                           __________      __________                    __________ 
Tax (credit)/charge on profit on ordinary activities            (120)           1,459                         4,585 
                                                           __________      __________                    __________ 
 

Tax for the interim period is charged on pre-tax profits, including those of associates and joint ventures, at a blended rate representing the best estimate of the weighted average annual corporation tax expected for the financial year adjusted for discrete items in the interim period. The effective tax rate on headline profit before tax is 16% (2019: 27%) and in relation to the statutory loss before tax for the period is 0% (2019: 79%). The tax on adjusting items consists of a credit of GBP9.3m relating to the adjusting items set out in note 3 and a charge of GBP6.1m in relation to a reduction in deferred tax assets recognised in connection with carried forwards tax losses.

5. Dividends

 
                         Six months to                      Six months to                       Year ended 
                          31 March 2020                     31 March 2019                    30 September 2019 
                           Unaudited                          Unaudited                           Audited 
                   Per   Settled in   Settled in     Per    Settled in   Settled in     Per    Settled in   Settled in 
                 share         cash        scrip   share          cash        scrip   share          cash        scrip 
                     p       GBP000       GBP000       p        GBP000       GBP000       p        GBP000       GBP000 
Amounts 
recognised as 
distributions 
to equity 
holders in the 
period: 
 
Final dividend 
 in respect of 
 the year 
 ended 30 
 September 
 2019              1.6       13,030            -       -             -            -       -             -            - 
 
Interim 
 dividend in 
 respect of 
 the year 
 ended 30 
 September 
 2019                -            -            -       -             -            -     0.9         6,652            - 
 
Final dividend 
 in respect of 
 the year 
 ended 30 
 September 
 2018                -            -            -     1.0         7,393            -     1.0         7,391            - 
 
 
                   1.6       13,030            -     1.0         7,393            -     1.9        14,043            - 
 
 

The Directors have not proposed an interim dividend for the year ending 30 September 2020.

6. Earnings per share

The calculation of basic, diluted and headline diluted earnings per share is based on the following earnings and numbers of shares:

 
                                                                          Six months to 
                                                Six months to             31 March 2019   Year ended 30 September 2019 
                                      31 March 2020 Unaudited                 Unaudited                        Audited 
                                      Number of shares ('000)   Number of shares ('000)        Number of shares ('000) 
 Weighted average number of 
 shares: 
 For basic earnings per share                         781,265                   739,784                        739,114 
 Dilutive effect of exercise of 
  share options                                           543                       445                            232 
                                                     ________                  ________                       ________ 
 
 For diluted earnings per share                       781,808                   740,229                        739,346 
 
 

Basic and diluted earnings per share

The calculations of basic and diluted earnings per share are based on the loss for the financial year attributable to equity holders of the parent of GBP169.2m (31 March 2019: GBP0.6m; 30 September 2019: profit of GBP3.1m). Basic and diluted earnings per share were (21.7)p and (21.6)p respectively (31 March 2019: (0.1)p and (0.1)p respectively; 30 September 2019: 0.4p and 0.4p respectively). 543,000 share options (31 March 2019: 445,000; 30 September 2019: 232,000) were excluded from the weighted average number of ordinary shares used in the calculation of the diluted earnings per share because their effect would have been antidilutive.

Headline earnings per share

The calculations of headline basic and diluted earnings per share are based on the headline profit for the financial year attributable to equity holders of the parent of GBP15.8m (31 March 2019: GBP17.1m; 30 September 2019: GBP36.3m). Headline basic and diluted earnings per share were 2.0p and 2.0p respectively (31 March 2019: 2.3p and 2.3p respectively; 30 September 2019: 4.9p and 4.9p respectively).

7. Acquisitions

On 18 December 2019 the Group acquired 100% of the share capital of Shoptalk Commerce LLC ("Shoptalk") and Groceryshop LLC ("Groceryshop"), two US-based market-leading e-commerce events focused on change and innovation of the retail and grocery industries, for a total consideration of GBP110.1m. The consideration of GBP110.1m was settled GBP97.9m in cash, net of cash acquired, and GBP11.4m by forgiveness of a liability on the placement of shares with the vendors.

During the period the Group incurred transaction costs on the acquisition of GBP2.2m, which are included within administrative expenses.

The amounts to be recognised in respect of the identifiable assets acquired and liabilities assumed are presented as follows:

 
                                                      Fair value 
                                                          GBP000 
Intangible assets - Trademarks                            49,792 
Intangible assets - Customer relationships                 9,208 
Intangible assets - Perpetual technology license           4,070 
Property, plant and equipment                                222 
Property, plant and equipment - Right of use asset         1,552 
Cash                                                         745 
Trade receivables                                          4,544 
Deferred tax asset                                         2,070 
Accrued expenses                                         (3,425) 
Other payables                                             (545) 
Lease liabilities                                        (4,935) 
Deferred income                                         (14,816) 
Provisions                                               (1,067) 
 
Identifiable net assets                                   47,415 
 
Goodwill arising on acquisition                           62,683 
 
Total consideration                                      110,098 
 
 
 
Satisfied by 
Cash consideration                                 110,098 
 
                                                   110,098 
 
Net cash outflow arising on acquisition 
Cash consideration paid or payable                 110,098 
Cash and cash equivalents acquired                   (745) 
Cash liability forgiven on placement of shares    (11,429) 
 
                                                    97,924 
 
 

The goodwill of GBP62.7m arising from the acquisition reflects the acquisition of two market-leading events, including the expectation of new contracts and relationships and the potential for growth from spin-off events such as Shoptalk Europe. GBP47.6m of the goodwill recognised is expected to be deductible for tax purposes. The fair value of trade and other receivables includes trade receivables with a fair value, after providing for expected uncollectable amounts, of GBP0.03m. No further amounts are currently expected to be uncollectable.

The values used in accounting for the identifiable assets and liabilities of these acquisitions are provisional at the balance sheet date. If necessary, adjustments will be made to these carrying values and the related goodwill, within 12 months of the acquisition date.

The acquired business has contributed GBPnil to Group revenue following the postponement of the Shoptalk US event originally due to take place in March, whilst costs in relation to the acquired businesses increased the Group's statutory loss before tax by GBP2.8m. Had the acquisition occurred on 1 October 2019, the acquired businesses would have contributed GBPnil to Group revenue and increased the Group's statutory loss before tax by GBP3.4m.

8. Goodwill

 
                                                        Total 
                                                    Unaudited 
                                                       GBP000 
Cost 
At 1 October 2019                                     253,059 
Additions through business combinations (Note 7)       62,683 
Foreign exchange                                      (4,019) 
 
At 31 March 2020                                      311,723 
 
 
Provision for Impairment 
At 1 October 2019                                    (43,089) 
Impairment of goodwill                              (124,032) 
Foreign exchange                                        3,029 
 
At 31 March 2020                                    (164,092) 
 
 
Net book value 
At 31 March 2020                                      147,631 
At 30 September 2019                                  209,970 
 
 
 

The Group tests goodwill annually for impairment, or more frequently if there are indications that goodwill might be impaired. The recoverable amounts of the CGUs are determined from value in use calculations. The key assumptions for the value in use calculations are those regarding operating profit growth rates within the Group's cash flow forecasts, along with the long-term growth rates and discount rates applied to the forecast cash flows.

The large-scale event postponement plan implemented by the Group, following restrictions put in place by governments across our markets in response to the coronavirus outbreak, has significantly impacted the forecast cashflows of all CGUs. Therefore all CGUs are exhibiting indicators of impairment at 31 March 2020 and all have been assessed for impairment.

Management estimates discount rates that reflect the current market assessments of the time value of money and risks specific to the CGUs. There are a number of different inputs used in the build-up of the discount rates, including inflation rates, risk free rates, market risk premiums and industry betas, taken from a number of independent sources including the IMF, Bloomberg and Financial Times. The pre-tax discount rates applied to the cash generating units are between 11% and 20%. The large variance in discount rates applied reflects the differences in risks inherent in the regions in which the CGUs operate.

The cash flow forecasts used in the value in calculation have been revised to take into account the event postponements and cancellations, as well as the impact of reduced customer demand on both events due to take place as planned and those events now taking place on alternative dates. This assumes that the Group's events resume in China in August 2020 and worldwide from the end of September 2020. The forecasts assume a total of five events run in the second half of the financial year ending 30 September 2020 and 131 events run in the year ending 30 September 2021. The cash flow forecasts also assume there will be a prolonged impact on trade beyond the current financial year, with operating profit growth rates throughout the four-year financial plans used in the calculation being adjusted down to reflect this.

Central costs are allocated to the CGUs to the extent that they are necessarily incurred to generate the cash inflows, and can be directly attributed, or allocated on a reasonable and consistent basis. Growth rates beyond the detailed plans are based on IMF forecasts of GDP growth rates in the local markets, as the CGUs are expected to grow in line with their relevant

underlying markets over the long term. These growth rates, of between 1% and 7%, do not exceed the long-term growth rates for the economies in which these businesses operate.

Individually significant CGUs

 
Significant        Goodwill        Other intangible         Long term         Pre-tax discount        Recoverable 
 CGUs                                    assets            growth rates             rates           amount in excess 
                                                                                                       of carrying 
                                                                                                          value 
                  31          30      31           30      31           30      31  30 September      31  30 September 
               March   September   March    September   March    September   March          2019   March          2019 
                2020        2019    2020         2019    2020         2019    2020                  2020 
 
                GBPm        GBPm    GBPm         GBPm    GBPm         GBPm    GBPm          GBPm    GBPm          GBPm 
Global 
Brands 
Bett               -        41.0    59.3         64.8    1.5%         1.5%   12.0%          8.7%       -          15.4 
CWIEME           8.1        20.5    42.1         43.4    1.2%         1.2%   11.3%          7.6%       -          38.3 
Shoptalk & 
 Groceryshop    66.7           -    64.8            -    1.7%            -   11.3%             -    11.2             - 
UK                 -        70.0    56.8         98.1    1.5%         1.5%   12.0%          8.7%       -           3.2 
 

A new CGU for the acquired Shoptalk and Groceryshop events has been recognised. The two events are managed as a single portfolio with a single leadership team, have a number of customers who attend both events and historically the majority of employees have worked across both events. Therefore, strategic decisions made in respect of the portfolio, or in respect of a single event, impact the cash inflows of both events.

Impairment charges of GBP124.0m have been recognised in respect of goodwill in our Bett (GBP41.0m), UK (GBP70.0m), CWIEME (GBP12.4m) and Azerbaijan (GBP0.6m) CGUs.

In the 2019 Annual Report and Accounts the Group disclosed that the headroom of the Bett and UK CGUs was sensitive to a reasonably possible change in the key assumptions used in the value in use calculation, including an increase in discount rates and a decline in the CGUs' operating profit growth rates. As a result of the coronavirus outbreak, discount rates have increased due to the increased risk environment, while forecast operating profits have declined significantly across the business in the short term, reflecting the event postponements and cancellations. Therefore, the forecast cash flows of these CGUs are no longer able to support the carrying value of their assets and consequently the impairment charges noted above have been recognised in the Bett and UK CGUs respectively. Furthermore, the adverse impact of the outbreak on discount rates and forecast cash flows has resulted in impairment charges being recognised in our CWIEME and Azerbaijan CGUs as noted above. The charges have been recognised on the assumption that no events within the impaired CGUs will take place prior to the end of the current financial year and that profits across the remaining financial years in the forecast period will be at least 20% lower than those forecast prior to the outbreak. In the event of further event postponements and cancellations beyond the current financial year, the subsequent adverse impact on forecast cash flows could result in further impairments in respect of these CGUs.

Sensitivity to changes in assumptions

The calculation of value in use is most sensitive to the discount rates, growth rates and forecast cash flows used. The Group has conducted a sensitivity analysis taking into consideration the impact on these assumptions arising from a range of reasonably possible trading and economic scenarios, including additional adverse impact from the coronavirus outbreak. The scenarios have been performed separately, and in aggregate, for each CGU with a recoverable value in excess of its carrying value, with the sensitivities summarised as follows:

 
         --   An increase in the discount rate by 1%. 
         --   A decrease in the long-term growth rate by 0.5%. 
         --   A decrease in forecast operating profits by 5% 
 

The sensitivity analysis shows that no impairment would result from either an increase in the discount rates, a decrease in the long-term growth rate, or a decrease in the operating profit growth rate, or an aggregate of these sensitivities, in any CGU other than in Shoptalk & Groceryshop. The changes in key assumptions that would cause the recoverable value of the Shoptalk & Groceryshop CGU to equal its carrying value is shown below.

 
 Sensitivity                               Shoptalk & Groceryshop 
 % change in discount rate                          0.8% 
 % change in long term growth rate                 -0.8% 
 % change in forecast operating profits            -6.1% 
 

9. Other intangible assets

 
                                                        Total 
                                                    Unaudited 
                                                       GBP000 
At 1 October 2019                                     270,608 
Additions                                                 800 
Additions through business combinations (Note 7)       63,070 
Amortisation of acquired intangible assets           (14,023) 
Amortisation of computer software                       (684) 
Impairment of intangible assets                      (42,046) 
Exchange differences                                    3,215 
                                                    _________ 
At 31 March 2020                                      280,940 
                                                    _________ 
 

Impairment charges of GBP42.0m have been recognised in respect of intangible assets in the UK and Bett CGUs for the reasons disclosed in Note 8.

10. Property, plant and equipment

 
                                  Right of use assets GBP000         Other property, plant and  Total Unaudited GBP000 
                                                                                     equipment 
                                                                                        GBP000 
At 30 September 2019                                       -                             5,167            5,167 
Transition to IFRS 16                         15,686                                         -                  15,686 
 
At 1 October 2019                                     15,686                             5,167                  20,853 
Additions                                                  -                               389                     389 
Additions through business 
 combinations (Note 7)                                 1,552                               222                   1,774 
Depreciation                                         (1,536)                             (728)                 (2,264) 
Disposals                                                  -                                 -                       - 
Foreign exchange                                        (97)                             (217)                   (314) 
                                                   _________                         _________               _________ 
At 31 March 2020                                      15,605                             4,833                  20,438 
                                                   _________                         _________               _________ 
 

11. Interests in associates and joint ventures

 
                                                         Total 
                                                     Unaudited 
                                                        GBP000 
At 1 October 2019                                       43,374 
Share of results of associates and joint ventures        4,947 
Cash received                                            (539) 
Impairment of associates                                 (771) 
Foreign exchange                                       (1,062) 
                                                     _________ 
At 31 March 2020                                        45,949 
                                                     _________ 
 

Impairment charges of GBP0.8m have also been recognised in respect of our Indonesian joint venture Debindo for the reasons disclosed in Note 8.

12. Trade and other receivables

 
                                      31 March      31 March 
                                          2020          2019   30 September 2019 
                                     Unaudited     Unaudited             Audited 
                                        GBP000        GBP000              GBP000 
 
 Trade receivables                      36,442        35,194              36,009 
 Other receivables                       9,843         7,615               3,691 
 Deferred consideration                      -             -               1,671 
 Venue advances and prepayments          1,054         6,980                 160 
 Prepayments and accrued income         12,298        13,194              17,493 
                                   ___________   ___________         ___________ 
                                        59,637        62,983              59,024 
                                   ___________   ___________         ___________ 
 

The movements in deferred consideration receivable during the year are shown in the table below:

 
 
                                   GBP000 
 
At 1 October 2019                   5,466 
Payments received                   (567) 
Impact of unwind of discounting       852 
Foreign exchange                    (111) 
Provision                         (5,640) 
 
At 31 March 2020                        - 
 
 

As at 30 September 2019 GBP1.7m of deferred consideration receivable was included in current assets and GBP3.8m was included in non-current assets.

The provision for the remaining deferred consideration receivable relates to the disposal of ITE Expo LLC, the operating company for 56 of the Group's non-core, regionally-focused, smaller events in Russia, to Schtab-Expo LLC, which was completed in October 2018. The coronavirus outbreak has had a significant impact on the buyer's financial position and therefore there is a greater risk over the recoverability of the receivable which has been fully provided for. The impact of the provision is included in loss on disposal of investments.

13. Trade and other payables

 
                                      31 March      31 March 
                                          2020          2019   30 September 2019 
                                     Unaudited     Unaudited             Audited 
                                        GBP000        GBP000              GBP000 
 
 Trade payables                          7,190         6,880               4,823 
 Taxation and social security            1,201         1,426               2,057 
 Lease liabilities                       3,988             -                   - 
 Other payables                         14,086         5,011               6,416 
 Accruals                               15,813        17,439              19,128 
 Deferred consideration payable            897         9,550                 966 
                                   ___________   ___________         ___________ 
                                        43,175        40,306              33,390 
                                   ___________   ___________         ___________ 
 

As at 31 March 2020 GBP4.0m of lease liabilities were included in current liabilities and GBP16.4m was included in non-current liabilities.

14. Bank loans

In December 2019 the Group completed a refinancing of its existing debt facilities. Total commitments increased from GBP142.5m (GBP47.5m term loan, GBP95.0m revolver) to GBP250.0m (GBP100.0 term loan, GBP150.0m revolver). The facilities terminate in December 2023 with the option, subject to certain conditions, to extend by a further year. As at the reporting date, there were scheduled annual repayments of the term loan starting November 2020 for GBP17.5m, with further repayments every subsequent November for GBP17.5m, GBP20.0m, GBP22.5m, and a final repayment for GBP22.5m on the termination date. Please refer to note 19 for details on the subsequent amendments to the facilities agreement.

Interest is charged on any utilised amount on either debt facility at a rate of LIBOR plus a margin ranging from 1.90% to 2.90% dependent on the Group's leverage ratio under the agreement. The debt facilities are secured by asset pledges and debentures given by a number of Group companies.

Total drawdowns under the facility of GBP250.0m at 31 March 2020 were denominated in sterling (GBP242.7m) and euro (GBP7.1m). At 31 March 2020 the Group had GBPnil (31 March 2019: GBP16.3m) of undrawn committed facilities.

All borrowings are arranged at floating interest rates, thus exposing the Group to interest rate risk. The Group uses interest rate swaps to mitigate this risk, hedging GBP100.0m of the debt (31 March 2019: GBP50.0m; 30 September 2019: GBP50.0m), reducing the exposure to fluctuations in interest rates. All borrowings are secured by a guarantee between a number of Group companies.

Fees of GBP1.3m capitalised in relation to the previous facility have been written off in the six months to 31 March 2020.

As at 31 March 2020 there are capitalised fees of GBP2.6m in relation to the Group's current debt facility.

15. Derivative financial instruments

Derivative financial instruments are classified according to the following categories in the table below. The Group's derivative financial instruments are categorised into levels to reflect the degree to which observable inputs are used for determining their fair value. The Group's foreign currency forward contracts and interest rate swaps are classified as Level 2, while the equity and put options are classified as Level 3.

 
                                           31 March 2020           31 March 2019         30 September 2019 
                                             Unaudited               Unaudited                Audited 
                                       Notional   Fair value   Notional   Fair value   Notional   Fair value 
                                         GBP000       GBP000     GBP000       GBP000     GBP000       GBP000 
 
 Current assets 
 Foreign currency forward contracts           -            -      1,928           23          -            - 
 
                                              -            -      1,928           23          -            - 
 
 Current liabilities 
 Interest rate swaps                          -            -          -            -          -            - 
  Equity options                          8,601        8,455     14,034       11,342     14,937       12,955 
 
                                          8,601        8,455     14,034       11,342     14,937       12,955 
 
 Non-current liabilities 
 Equity options                               -            -        175          152          -            - 
 Interest rate swaps                        445          445         52           52        110          110 
 
                                            445          445        227          204        110          110 
 
 

Level 1 fair values are measured using quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 fair values are measured using inputs, other than quoted prices included within Level 1 that are observable for the asset or liability either directly or indirectly. Level 3 fair values are measured using inputs for the asset or liability that are not based on observable market data.

For the Group's Level 3 equity options, these are valued based on a multiple as contractually agreed of forecast future EBITDA for each relevant option. The key unobservable inputs relate to the EBITDA multiple (ranging from 8.75x to 12.5x) and forecast future EBITDA for each entity. A movement in the forecast EBITDA results for the relevant period could have a significant impact on the equity option valuation.

The Group has conducted a sensitivity analysis taking into consideration the impact of a movement in forecast EBITDA for each equity option liability. A 10% increase in forecast EBITDA for the relevant period would increase the value of the equity option liabilities by GBP0.8m/10%.

The following table shows the movements in the Group's equity option liabilities during the period:

 
                                                                     Total 
                                                                 Unaudited 
                                                                    GBP000 
At 1 October 2019                                                   12,955 
Impact of discounting                                                    - 
Revaluation                                                        (4,525) 
Exchange differences recognised in other comprehensive income           25 
                                                                 _________ 
At 31 March 2020                                                     8,455 
                                                                 _________ 
 

The revaluation of equity option liabilities in the period relates to the Group's option over the remaining 40% interest in ABEC, the 2015 acquisition of the Indian exhibitions company. The equity option liability declined in value during the period as a result of reduced EBITDA by the ABEC business in the relevant period for assessment.

The Group utilises foreign currency forward contracts to hedge future euro denominated sales made from the UK. The Group is party to foreign currency forward contracts in the management of its exchange rate exposures. The instruments purchased are denominated in euros which represents the Group's primary billing currency. Under the forward contracts, the Group has an obligation to sell euros for sterling at specified rates at specified dates.

The foreign currency forward contracts as at 31 March 2020 cover exchange exposures over the next 15 months. These instruments have been designated in hedging relationships, with any changes in their fair value being recorded in equity and reclassified subsequently to the income statement.

16. Share capital

 
                                                                       31 March 2020  31 March 2019  30 September 2019 
                                                                           Unaudited      Unaudited            Audited 
                                                                              GBP000         GBP000             GBP000 
Allotted and fully-paid 
815,780,256 ordinary shares of 1 penny each (31 March 2019: 
 741,618,456; 30 September 2019: 
 741,618,456)                                                                  8,158          7,416              7,416 
                                                                          __________     __________         __________ 
 
 
                     31 March 2020     31 March 2019  30 September 2019 
                         Unaudited         Unaudited            Audited 
                  Number of shares  Number of shares   Number of shares 
 
At 1 October           741,618,456       741,618,456        741,618,456 
Share placement         74,161,800                 -                  - 
 
At 31 March            815,780,256       741,618,456        741,618,456 
                        __________        __________         __________ 
 

On 18 December 2019, the Group announced a fully underwritten non pre-emptive placing of up to 59,584,541 new ordinary shares alongside a subscription of 14,577,259 new ordinary shares by the founders and certain other management shareholders of Shoptalk and Groceryshop following the acquisition.

During the period, no ordinary shares of 1p each (2019: nil) were allotted pursuant to the exercise of share options. The Company has one class of ordinary shares which carry no right to fixed income.

17. Net debt

 
 
                   At 1 October   Transition to        Acquired                                Foreign     At 31 March 
                           2019         IFRS 16          leases  Cash flow    Interest        exchange            2020 
                         GBP000          GBP000          GBP000     GBP000      GBP000          GBP000          GBP000 
 
Cash                     33,027               -               -     56,340                         580          89,947 
Debt due within 
 one year              (17,500)               -               -          -                           -        (17,500) 
Debt due after 
 one year             (127,205)                                  (102,461)                        (13)       (229,679) 
Lease 
 liabilities                  -        (17,037)         (4,935)      1,941       (327)            (30)        (20,388) 
 
Net debt              (111,678)        (17,037)         (4,935)   (44,180)       (327)             537       (177,620) 
 
Lease 
 liabilities                                                                                                    20,388 
 
Adjusted net 
 debt                                                                                                        (157,232) 
 
 

Net debt is defined as cash and cash equivalents after deducting bank loans and lease liabilities. The Board consider net debt to be a reliable measure of the Group's net indebtedness that provides an indicator of the overall balance sheet strength. It is also a single measure that can be used to assess the combined impact of the Group's cash position and its indebtedness.

Adjusted net debt is net debt excluding lease liabilities.

Capitalised refinancing fees of GBP2.6m are included in the debt balances disclosed above.

18. Related party transactions

Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note. Transactions with key management personnel will be disclosed in the Group's Annual Report for the year ended 30 September 2020. Transactions between the Group and its associates, where relevant, are disclosed below.

Trading transactions with associates

During the period ended 31 March 2020 the Group charged management fees of GBP0.1m (2019: GBP0.1m) to Sinostar ITE, the Group's joint venture operation in Hong Kong and China.

19. Post balance sheet events

On 7 May 2020 the Group announced an underwritten rights issue to raise gross proceeds of GBP126.6m, with full details of that transaction set out in the separate rights issue announcement. In addition, the Group has secured an extra GBP35m of liquidity from its our lenders through the deferral of scheduled term loan repayments of GBP17.5m each in November 2020 and November 2021, until maturity in December 2023, and obtained covenant waivers until June 2022, contingent on the rights issue.

Independent review report to Hyve Group plc

Introduction

We have been engaged by the Company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 31 March 2020 which comprises the condensed consolidated income statement, the condensed consolidated statement of comprehensive income, the condensed consolidated statement of changes in equity, the condensed consolidated statement of financial position, the condensed consolidated cash flow statement and the related notes 1 to 19.

We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

Directors' responsibilities

The 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 Guidance 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 International Financial Reporting Standards (IFRSs) as adopted by the European Union. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with International Accounting Standard 34, "Interim Financial Reporting", as adopted by the European Union.

Our responsibility

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

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 Financial Reporting Council for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK) and 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 2020 is not prepared, in all material respects, in accordance with International Accounting Standard 34, as adopted by the European Union, and the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority.

Use of our report

Our report has been prepared in accordance with the terms of our engagement to assist the Company in meeting its responsibilities in respect of half-yearly financial reporting in accordance with the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority and for no other purpose. No person is entitled to rely on this report unless such a person is a person entitled to rely upon this report by virtue of and for the purpose of our terms of engagement or has been expressly authorised to do so by our prior written consent. Save as above, we do not accept responsibility for this report to any other person or for any other purpose and we hereby expressly disclaim any and all such liability.

BDO LLP

Chartered Accountants

55 Baker Street, London, W1U 7EU

7 May 2020

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

Directors and professional advisers

 
 Directors              Richard Last, non-executive Chairman 
                         Mark Shashoua, Chief Executive Officer 
                         Andrew Beach, Chief Financial Officer 
                         Nicholas Backhouse, non-executive Director 
                         Sharon Baylay, non-executive Director 
                         Stephen Puckett, non-executive Director 
 Company Secretary      Jared Cranney (appointed 25 November 2019) 
 Registered office      Hyve Group plc, 2 Kingdom Street, London, W2 6JG 
 Registration number    01927339 
 Auditor                BDO LLP, 55 Baker St., London, W1U 7EU 
 Solicitors             DLA Piper UK LLP, 160 Aldersgate Street , London, EC1A 4HT 
 Principal Bankers      Barclays Bank PLC , 1 Churchill Place, London, E14 5HP 
                         HSBC Bank plc, 60 Queen Victoria Street, London, EC4N 4TR 
                         Commerzbank AG, 30 Gresham St, London, ECV2 7PG 
                         Citibank, 33 Canada Square, London, E14 5BL 
 Company Brokers        Numis Securities Limited, The London Stock Exchange Building, 10 Paternoster Square, London, 
                         EC4M 7LT 
 Registrars             Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA 
 Public Relations       FTI Consulting Limited, 200 Aldersgate Street, London, EC1A 4HD 
 Website                www.hyve.group 
 

Financial calendar

The Group's financial calendar can be found at https://hyve.group/Investors/Financial-Calendar

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

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