TIDMBMY
RNS Number : 2517C
Bloomsbury Publishing PLC
24 June 2016
Annual Financial Report
Bloomsbury Publishing Plc ("Company")
Bloomsbury Publishing Plc confirms that the following documents
have been sent to shareholders and, pursuant to Listing Rule 9.6.1,
have been submitted to the National Storage Mechanism and will be
available for inspection at http://www.hemscott.com/nsm.do:
-- Company's Annual Report and Accounts for the year ended 29 February 2016
-- Notice of the 2016 Annual General Meeting
-- Form of Proxy
The Annual Report and Accounts and Notice of the AGM can be
found on the Company's website at www.bloomsbury-ir.co.uk .
In accordance with Disclosure and Transparency Rule 6.3.5, a
responsibility statement, a description of the principal risks and
uncertainties and details of related party transactions are set out
below in full unedited text extracted from the Annual Report and
Accounts for the period ended 29 February 2016. The text below
should be read in conjunction with the Company's final results for
the period ended 29 February 2016 which were announced in unedited
full text on 19 May 2016.
Enquiries:
Michael Daykin
Group Company Secretary
Bloomsbury Publishing Plc
Telephone +44(0)20 7631 5627
DIRECTORS' RESPONSIBILITIES STATEMENT
(From page 47 to 48 of the Directors' Report of the Annual
Report and Accounts for the year ended 29 February 2016)
The Directors are responsible for preparing the Annual Report
and the Group and parent Company financial statements in accordance
with applicable law and regulations.
Company law requires the directors to prepare Group and parent
Company financial statements for each financial year. Under that
law they are required to prepare the Group financial statements in
accordance with IFRSs as adopted by the EU and applicable law and
have elected to prepare the parent Company financial statements on
the same basis.
Under company law the Directors must not approve the financial
statements unless they are satisfied that they give a true and fair
view of the state of affairs of the Group and parent Company and of
their profit or loss for that period. In preparing each of the
Group and parent Company financial statements, the Directors are
required to:
a) select suitable accounting policies and then apply them
consistently;
b) make judgements and estimates that are reasonable and
prudent;
c) state whether they have been prepared in accordance with
IFRSs as adopted by the EU; and
d) prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Group and the parent
Company will continue in business.
The directors are responsible for keeping adequate
accounting
records that are sufficient to show and explain the parent
Company's transactions and disclose with reasonable accuracy at any
time the financial position of the parent Company and enable them
to ensure that its financial statements comply with the Companies
Act 2006. They have general responsibility for taking such steps as
are reasonably open to them to safeguard the assets of the Group
and to prevent and detect fraud and other irregularities.
Under applicable law and regulations, the Directors are also
responsible for preparing a Strategic Report, Directors' Report,
Directors' Remuneration Report and Corporate Governance Statement
that complies with that law and those regulations.
The Directors are responsible for the maintenance and integrity
of the corporate and financial information included on the
Company's website, www.bloomsbury-ir.co.uk. Legislation in the
UK governing the preparation and dissemination of financial
statements may differ from legislation in other jurisdictions.
The Board confirms that, in the opinion of the Board, the Annual
Report and accounts, taken as a whole, is fair, balanced and
understandable and provides the information necessary for
Shareholders to assess the Group's position and performance,
business model and strategy.
The Board confirms that to the best of its knowledge:
a) the financial statements, prepared in accordance with the
applicable set of accounting standards, give a true and fair view
of the assets, liabilities, financial position and profit or loss
of the Company and the undertakings included in the consolidation
taken as a whole; and
b) the Directors' Report includes a fair review of the
development and performance of the business and the position of the
issuer and the undertakings included in the consolidation taken as
a whole, together with a description of the principal risks and
uncertainties that they face.
Legislation in the United Kingdom governing the preparation and
dissemination of financial statements may differ from legislation
in other jurisdictions.
PRINCIPAL RISKS AND UNCERTAINTIES
From pages 34 to 35 of the Risk Factors of the Company's Annual
Report and Accounts for the year ended 29 February 2016)
The table below provides a description of risk factors that
management considers relevant to the Group's business. Other
factors besides those listed could also affect the Group.
During the financial year ended 29 February 2016 the principal
risks have not changed substantially.
Key area Risk Description Mitigation
---------------- ----------------- -------------------------- ------------------------------
Market Volatility Sales of books Develop special interest,
of consumer to the consumer academic and professional
book sales market can be publishing where
seasonal and revenues are less
volatile volatile
Develop other revenue
streams, including
from rights and services,
increasing the scope
to enter annually
renewing agreements
---------------- ----------------- -------------------------- ------------------------------
Increased Readers might Grow expert marketing
dependence not discover, teams skilled in
on internet and so buy, Bloomsbury's internet sales
retailing print and e-books Engage with multiple
sold through internet retailers
internet retailers Increase focus on
developing other
marketing opportunities
and other revenue
streams, e.g. A&P
digital products,
rights and services
Grow e-book sales
---------------- ----------------- -------------------------- ------------------------------
Rights Volatility The timing for Increase the number
and services of timing completing high of rights and services
of closing margin rights deals to reduce the
rights and services dependency on individual
and services deals can depend deals
deals on the performance
by multiple parties
including the
main customer
---------------- ----------------- -------------------------- ------------------------------
Generating The pipeline Senior managers are
new/non-renewal of new products responsible for ensuring
of subscription and agreements strong performance
and services might be uneven by Bloomsbury of
agreements its obligations and
strong customer care
---------------- ----------------- -------------------------- ------------------------------
A customer or Increase the portfolio
partner might of products and agreements
not renew larger to grow income and
agreements that reduce the dependency
generate significant on individual agreements
ongoing income
---------------- ----------------- -------------------------- ------------------------------
Entrepreneurial A deal may require Similar to ordinary
risk upfront staff publishing risks:
time and costs increase the portfolio
but fail to close of deals to leverage
resulting in economies of scale
lost investment and absorb volatility
---------------- ----------------- -------------------------- ------------------------------
Move to Development Consumer e-book Continue to supply
digital of the prices may not books in all formats
digital hold up in the through multiple
book market longer term digital delivery
systems aligned with
the demands of readers
---------------- ----------------- -------------------------- ------------------------------
Possible emergence Ensure the Group
of not yet known is positioned to
reading technology, take advantage of
e.g. involving e-book (or any new
subscription format) growth in
services for international markets
consumer books Use social media
and other digital
marketing to encourage
direct sales to consumers
Develop non-consumer
offering where revenues
are less volatile
and there is a direct
relationship with
the customers
---------------- ----------------- -------------------------- ------------------------------
Information Productivity Continuing to Board level representation
and technology of IT systems improve staff on steering IT strategy,
systems and data efficiency depends implementation and
on the IT systems IT operations
and data keeping
pace with the
needs of the
business
---------------- ----------------- -------------------------- ------------------------------
Financial Valuation Significant assets Prudent approach
reporting of assets and provisions to assumptions.
and provisions in the balance Board approval of
sheet depend key assumptions.
on assumptions Rigorous audit of
over the value, valuations
e.g. goodwill,
advances, intangible
rights and inventory,
returns provisions
---------------- ----------------- -------------------------- ------------------------------
Title High advances Agents seek high Publish more special
acquisition sought advances for interest trade books,
by agents. some authors e.g. Academic & Professional
World rights
not acquired
---------------- ----------------- -------------------------- ------------------------------
Agents prefer Focus acquisition
to split territorial on titles where world
rights for English English rights are
language publishing available
between US and Concentrate on academic
UK publishing where
world rights are
the norm
---------------- ----------------- -------------------------- ------------------------------
IP and Erosion Erosion of copyright Continue policy of
copyright of copyright through government support for copyright
or other action and intellectual
property rights as
a fundamental facet
of publishing
---------------- ----------------- -------------------------- ------------------------------
Piracy Piracy of titles Adopt robust anti-piracy
in print or digital policies
form Ensure good digital
rights management
protection of e-books
and digital formats
Participate in key
industry anti-piracy
initiatives
---------------- ----------------- -------------------------- ------------------------------
Overseas Overseas Growing offices One Global Bloomsbury
operations offices in the US, Australia structure of global
and India publishing divisions
supported by Group
functions provides
an effective internal
control framework
and oversight of
the overseas offices
---------------- ----------------- -------------------------- ------------------------------
RELATED PART TRANSACTIONS
(From the Notes to the Consolidated and Company Financial
Statements for the year ended 29 February 2016)
(Extract from Note 26)
27. Related party transactions
The Group has no related party transactions other than key
management remuneration as disclosed in note 5.
(Extract from Note 5)
The Group considers key management personnel as defined under
IAS 24 'Related Party Disclosures' to be the Executive Directors of
the Company and those directors of the global divisions, major
geographic regions and departments who are actively involved in
strategic decision making.
Full details concerning Directors' remuneration are set out in
the Directors' Remuneration Report on pages 58 to 74. The total
remuneration of the Directors was GBP1,508,000 (2015:
GBP1,489,000)
Total emoluments for Executive Directors and other key
management personnel were:
Year ended Year ended
29 February 28 February
2016 2015
GBP'000 GBP'000
Short-term employee benefits 2,887 2,859
Post-employment benefits 266 183
Share-based payment charges 472 490
Total 3,625 3,532
(Extract from Note 44)
47. Related Parties
Trading transactions
During the year the Company entered into the following
transactions and had the following balances with its
subsidiaries:
28 February 28 February
2016 2015
GBP'000 GBP'000
Sale of goods to subsidiaries 4,200 3,907
Management recharges 7,642 8,974
Commission payable to subsidiaries 1 -
Finance income from subsidiaries 68 51
Amounts owed by subsidiaries at
year end 17,952 22,717
Amounts owed to subsidiaries at
year end 30,547 34,488
All amounts outstanding are unsecured and will be settled in
cash. No provisions have been made for doubtful debts in respect of
the amounts owed by subsidiaries.
Key management remuneration is disclosed in note 5.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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June 24, 2016 09:43 ET (13:43 GMT)