5
December 2024
FRASERS GROUP PLC ("Frasers
Group", "the Group", or "the Company")
Unaudited half year results for the 26 weeks ended 27 October
2024 ("FY25 H1")
Further strong Elevation
Strategy progress:
best brands; international
expansion; significant cost savings and
synergies.
Michael Murray, Chief Executive of Frasers
Group:
"The first half of this year has
been another period of progress for the Group, delivering on our
objectives as the Elevation Strategy continues to take the business
to the next level. Sports Direct UK delivered further sales growth,
and our Property and Financial Services divisions are seeing
encouraging progress. We continue to operate with discipline to
ensure our business is as resilient as possible - proactively
right-sizing recent acquisitions to set them up for profitable
long-term growth and driving further automation benefits
to exceed our stock reduction targets for the period. We
have also made significant strides in international expansion,
developing new partnerships across Australia and Africa, and
unlocking opportunities as we move further towards our goal of
becoming a leading global sports retailer. We are set to deliver
another year of profitable growth but,
given recent weaker consumer confidence leading
up to and following the Budget, FY25 APBT is now expected to
be in the range of £550m to £600m."
Headlines
· Continued strategic progress against key
priorities:
1. Focus on profitable
growth
· APBT
(1) of £299.2m (-1.5%). On
track to achieve another year of profitable growth.
· Group and retail gross margin % both up +40 bps year-on-year.
· Delivered £74.7m cost saving and synergy benefits from recent
investments in warehouse automation and acquisitions.
· Another period of sales growth in Sports Direct UK. UK
Sports' profit from trading up £8.5m (3.4%) to £255.2m.
· Premium Lifestyle's profit from trading up £16.4m (41.1%) to
£56.3m, with integration and other cost benefits offsetting the
continuing challenging luxury market.
2. Elevation Strategy, best brands
and international expansion
· Continue to drive stronger relationships with the biggest
global brands including with new partners FENDI, Ferragamo and
Prada Beauty.
· Working with global brand partners and utilising our
consistently strong cash flow to deploy capital to international
sport and lifestyle investment opportunities:
i. Completed the acquisition of
Twinsport in the Netherlands.
ii. Invested in Australia/New
Zealand group Accent.
iii. Invested in Maltese/North
Africa retailer/Nike distributor Hudson.
iv. After period end, announced
the acquisition of Holdsport in South Africa/Namibia.
· Further UK property investments at attractive yields to
satisfy our occupational demand, with new shopping centres and
retail park acquisitions in Doncaster, Lancaster, Exeter,
Maidstone, and Quedgeley.
· Continue to invest in UK luxury and premium
retail, further consolidating a
market that remains challenging but in anticipation of future
improvement. Added ten new stores and 162k sq.
ft, including flagships FLANNELS Leeds and FRASERS/Sports Direct
Sheffield.
3. Acquisition integrations and
automation synergies
· £74.7m of cost savings and synergy benefits offset the
planned reductions in low margin sales at Studio and Game, and the
impact of right-sizing JD Sports Fashion Premium Brands and
SportMaster in Denmark.
· Increased warehouse efficiency, driven by automation and
rationalisation of our warehouse estate, enabled a £298.8m
(16.5%) reduction in gross inventory year on year, ahead
of our target of a 5%-15% reduction by the end of
2024.
4. Frasers Plus
· Good
progress towards our long-term ambitions
of delivering £1bn+ in sales, £600m in credit balances, a greater
than 15% yield, and over 2 million active Frasers Plus customers
(excluding any third-party partnerships). The business added 272k
new customers in FY25 H1 and ended the period with an active
customer base of 377k, at which point Frasers Plus accounted for
13.7% of UK online sales.
· Strategic partnership with THG plc ("THG") off to a positive
start. After period end, announced a second Frasers Plus
partnership with Hornby plc.
5. Strong balance sheet and cash
flow
· The
Group's strategy is underpinned by a strong balance sheet with net
assets increasing to £2,101.7m from £1,873.0m at
year-end.
· Cash
inflow from operating activities before working capital movements
of £411.4m has enabled the Group to continue to invest in
international sports, UK luxury retail, Frasers Plus, our property
portfolio and our strategic partnerships such as Hugo
Boss.
· Net
debt excluding securitisation of £725.0m (£320.8m at year end),
reflecting the capital expenditure and strategic investments in
FY25 H1, particularly Accent Group and Hugo Boss.
Outlook
FY25 H1 was another period of
progress for the evolution of our Elevation Strategy: further
strengthening global strategic brand partnerships; growing Sports
Direct, Frasers Plus and our property investments in the UK;
beginning to benefit from substantial acquisition integration and
automation synergies; delivering on our ambitious stock reduction
target; and a very significant step up in our international
ambitions. We remain confident in developing and delivering our
plans for multi-year, sustainable profitable growth, and still
expect another year of APBT progress in FY25. However, both ahead
of and after the recent Budget, consumer confidence has weakened
and recent trading conditions have been tougher. Given this current
uncertainty, FY25 APBT is now expected to be in the range £550m to
£600m. Further out, we expect to incur at least £50m of incremental
costs going into FY26 as a result of the recent Budget, but we are
working hard to mitigate these in order to maintain our profitable
growth ambitions.
|
FY25 H1
|
FY24 H1
|
Change
|
Income statement summary
|
|
|
|
UK Sports Retail
|
£1,372.3m
|
£1,485.0m
|
(7.6%)
|
Premium Lifestyle
|
£472.7m
|
£550.1m
|
(14.1%)
|
International
Retail
|
£611.4m
|
£645.8m
|
(5.3%)
|
Retail revenue
|
£2,456.4m
|
£2,680.9m
|
(8.4%)
|
Property
|
£38.0m
|
£31.4m
|
21.0%
|
Financial Services
|
£45.7m
|
£57.3m
|
(20.2%)
|
Group revenue
|
£2,540.1m
|
£2,769.6m
|
(8.3%)
|
|
|
|
|
Retail gross margin
|
42.2%
|
41.8%
|
+40 bps
|
Group gross margin
|
43.4%
|
43.0%
|
+40 bps
|
|
|
|
|
Retail operating costs
|
(£671.0m)
|
(£755.9m)
|
11.2%
|
Retail profit from trading
|
£365.6m
|
£364.7m
|
0.2%
|
Other operating costs
|
(£31.7m)
|
(£21.5m)
|
(47.4%)
|
Group profit from trading
|
£400.6m
|
£412.5m
|
(2.9%)
|
|
|
|
|
Depreciation &
amortisation
|
(£134.8m)
|
(£132.9m)
|
(1.4%)
|
Impairments net of impairment
reversals
|
£14.5m
|
£5.9m
|
145.8%
|
Share-based payments
|
(£4.7m)
|
(£9.3m)
|
49.5%
|
Foreign exchange realised
|
(£8.8m)
|
£21.9m
|
(140.2%)
|
Operating profit
|
£266.8m
|
£298.1m
|
(10.5%)
|
|
|
|
|
Reported profit before tax ("PBT") from continuing
operations
|
£207.2m
|
£310.2m
|
(33.2%)
|
|
|
|
|
Result from discontinued
operations
|
£4.3m
|
-
|
|
Fair value adjustment to derivative
financial instruments
|
£10.2m
|
(£15.7m)
|
|
Fair value losses and loss on
disposal of equity derivatives
|
£64.0m
|
£21.9m
|
|
Foreign exchange realised
|
£8.8m
|
(£21.9m)
|
|
Share-based payments
|
£4.7m
|
£9.3m
|
|
Adjusted profit before tax ("APBT")
(1)
|
£299.2m
|
£303.8m
|
(1.5%)
|
|
|
|
|
Reported basic earnings per share
("EPS")
|
35.9p
|
53.0p
|
(32.3%)
|
Adjusted basic EPS (1)
|
51.0p
|
53.7p
|
(5.0%)
|
Balance Sheet summary
|
|
|
|
Property, plant &
equipment
|
£897.2m
|
£1,173.1m
|
(23.5%)
|
Investment property
|
£484.0m
|
£192.9m
|
150.9%
|
Long-term financial
assets
|
£1,007.2m
|
£410.7m
|
145.2%
|
Inventories (net of
provision)
|
£1,341.9m
|
£1,590.2m
|
(15.6%)
|
Net assets
|
£2,101.7m
|
£1,736.2m
|
21.1%
|
Cashflow & capital allocation
|
|
|
|
Cash inflow from operating
activities before working capital
|
£411.4m
|
£441.1m
|
(6.7%)
|
Net capital expenditure
|
(£204.3m)
|
(£151.4m)
|
(34.9%)
|
Purchase of listed investments, net
of disposal proceeds
|
(£448.6m)
|
(£184.9m)
|
(142.6%)
|
Purchase of own shares
|
-
|
(£102.3m)
|
100.0%
|
Summary of financial performance
· APBT
(1) decreased by 1.5% to £299.2m despite the
non-recurrence of the £20.0m gain on disposal of the Missguided
intellectual property in FY24 H1 and dual running costs associated
with the rollout of Frasers Plus. A net reversal of property
related impairments of £14.5m has been recorded in the current
period (FY24 H1: £5.9m) as a result of our future forecasts
outweighing our previous downside impairment
assumptions.
· Reported PBT of £207.2m, a decrease of 33.2%. The Group's
trading performance has been offset by a decrease in foreign
exchange gains and non-cash fair value movements on equity
derivatives, primarily relating to the material decline in the Hugo
Boss share price.
· Group:
· Retail revenue decreased by 8.4%. Continued sales growth from Sports
Direct, reflecting the ongoing success of the Elevation Strategy
and strengthening brand relationships, was more than offset by
planned declines in Game UK, Studio Retail, the companies acquired
from JD Sports and SportMaster in Denmark as these previously
unprofitable businesses were right-sized and put on a more
sustainable footing, as well as a challenging luxury
market.
· Group gross margin % increased to 43.4% from 43.0% due to an
improved mix effect, as the lower margin % businesses reduce as a
proportion of total revenue and the higher margin Sports Direct
business increases its share.
· UK
Sports (54.0% of total group revenue):
· Revenue decreased by 7.6%. Continued sales growth from Sports
Direct reflecting the ongoing success of the Elevation Strategy and
strengthening brand relationships, was more than offset by planned
declines in Game UK and Studio Retail.
· Gross profit decreased by £35.8m as a result of the sales
decline but gross margin % increased by +100 bps to 45.4%
reflecting the fact that the higher margin Sports Direct business
now makes up a greater proportion of this segment.
· Operating costs reduced by £44.3m as the benefits of
integrating and right-sizing the lower margin businesses were
realised. This contributed to an £8.5m (3.4%) increase in the
segment's profit from trading.
· Premium Lifestyle (18.6% of total group revenue):
· We
continue to develop and invest in our unique luxury proposition,
including the recent opening of flagships FLANNELS in Leeds and
FRASERS in Sheffield, and right-sizing the premium businesses such
as House of Fraser and JD Sports acquisitions. Our long-term
ambitions for the luxury business remain unchanged, although it is
likely that progress will remain subdued for the short to medium
term in the face of a challenging market. However, we continue to
view this as an opportunity for consolidation in order to further
strengthen our position.
· Revenue decreased by 14.1% as we continued to optimise our
store portfolio in House of Fraser and in the businesses acquired
from JD Sports, reducing the number of stores from 66 at 29 October
2023 to 37 at 27 October 2024 and reducing square footage from 2.3m
sq. ft to 1.5m sq. ft.
· Segment profit from trading increased by £16.4m, with a
£38.5m decrease in gross profit, driven by the revenue decline
noted above and a -210bps reduction of gross margin % from 36.9% to
34.8% as inventory was cleared in closing stores and as a result of
continuing luxury market softness, was more than offset by a £54.9m
decrease in operating costs as the
benefits of integrating and right-sizing the premium businesses was
realised.
· International Retail (24.1% of total group
revenue):
· Revenue decreased by 5.3% as growth from the Sports Direct
International business was more than offset by declines in revenue
from Game Spain, which has now reached the end of its current games
console cycle, and Sportmaster, which was integrated in FY24
H2.
· Segment profit from trading decreased by £24.0m year on year.
Gross profit decreased by £9.7m as a result of the revenue declines
noted above, although gross margin % increased by +60bps to 40.6%
as the higher margin Sports Direct International business grows as
proportion of the segment, whilst overhead costs increased by
£14.3m due to inflationary pressures and acquisition related
costs.
· We
continue to explore opportunities for international expansion and
have completed the acquisition of Twinsport in the Netherlands,
invested in Australia/New Zealand group Accent, and invested in
Maltese/North Africa retailer/Nike distributor Hudson. After period
end, we announced the acquisition of Holdsport in South
Africa/Namibia.
· Property (1.5% of total group revenue):
· Property investment remains a key focus for the Group,
unlocking occupational demand for our retail business whilst
delivering strong property returns that can be recycled at the
appropriate time.
· Revenue increased by £6.6m (21.0%), largely due to the impact
of prior year acquisitions such as the Castleford shopping centre
and acquisitions in FY25 H1.
· Segment profit from trading increased by £12.6m, with the
additional rental income being supplemented by lower operating
costs.
· Financial Services (1.8% of total group revenue):
· We
see a great opportunity for Frasers Plus as a new revenue stream
and a key pillar of our compelling brand ecosystem.
· Frasers Plus has made good early progress towards our
long-term ambition of delivering £1bn+ in sales,
£600m in credit balances, a greater than 15% yield, and over 2
million active Frasers Plus customers (excluding any third-party
partnerships). The business added 272k new customers in FY25 H1 and
ended the period with an active customer base of 377k, at which
point Frasers Plus accounted for 13.7% of UK online
sales.
· We
continue to prioritise the growth of our new Frasers Plus credit
offering and reduce the Studio Retail receivables book and as a
result, revenue decreased by £11.6m (20.2%) vs. FY24 H1.
· Segment profit from trading decreased by £25.4m due to the
revenue decline noted above, partially offset by a moderate
decrease in the impairment charge and an increase in overhead costs
arising from the dual running of Frasers Plus. H1 FY24 also
benefited from an £11.8m gain in respect of exiting a legacy
property lease.
· The
strategic partnership with THG has gotten off to a positive start.
After period end, we announced a second Frasers Plus partnership
with Hornby plc.
· Basic EPS of 35.9p, a decrease of 17.1p year-on-year.
Adjusted EPS (1) of 51.0p, a decrease of 2.7p (5.0%)
reflecting the moderate reduction in APBT
(1).
· The
Group's strategy is underpinned by a strong balance sheet with net
assets increasing to £2,101.7m from £1,873.0m at year-end due to
the Group's profitability in FY25 H1 and an increase in the fair
value of the Group's strategic investments with gains in physical
shares through reserves outweighing fair value losses on equity
derivatives through the income statement.
· Cash
inflow from operating activities before working capital movements
of £411.4m has enabled the Group to continue to invest in
international sports and leisure, UK luxury retail, Frasers Plus,
our property portfolio and our strategic partnerships such as Hugo
Boss.
· Net
debt excluding securitisation of £725.0m (£320.8m at year end),
reflecting the capital expenditure and strategic investments in
FY25 H1, particularly Accent Group and Hugo Boss.
Acquisitions and investments
· During H1 FY25 the Group has made further substantial
strategic investments, particularly in Hugo Boss as the Group
continues to explore opportunities to expand commercial
relationships and further develop the Group's ecosystem.
· After period end, the Group announced the acquisition of
Holdsport in South Africa/Namibia.
Other notes
(1)
This is an Alternative Performance Measure, for
which the reconciliation to the equivalent GAAP measure is set out
in note 3 to the financial information. Adjusted EPS is discussed
in note 8.
Enquiries
Andrew Kasoulis
Investor Relations Director
E.
andrew.kasoulis@frasers.group
T. 07826 532191
Kathleen Glover
Frasers Group PR
E. fgpr@frasers.group
T. 07878 771 800
Rosie Oddy
Brunswick Group, PR
Advisors
E.
frasersgroup@brunswickgroup.com
T. 07557 804 512
CHIEF EXECUTIVE'S REPORT
The first half of FY25 has been
another period of progress for Frasers Group. We delivered on our
objectives for the period and have made headway in each of our core
business segments.
We have continued to execute our
Elevation Strategy with purpose and discipline and have started
building meaningful partnerships as we expand further into
international markets, strengthening our brand ecosystem and
bringing us a step closer to becoming a leading force for sport in
global retail. We are focused on enhancing operational
efficiencies, acquisitions and strategic investments, and
continuing to build strong property and financial services
offerings.
Our financial performance this
half underscores the resilience and breadth of our diversified
business model, and reaffirms the Frasers equity story: best
brands, diverse growth, and a highly effective cash compounder
model. While trading conditions are tougher and consumer sentiment
is weakened at present, we remain confident in developing and
delivering our plans for multi-year sustainable profitable
growth.
Financials
We are committed to conservative,
consistent, and straightforward accounting practices, ensuring our
stakeholders have a transparent understanding of the value being
created within the business. During the first half, we delivered
another robust performance.
Key FY25 H1 financial metrics
include:
· APBT
(1) of £299.2m (-1.5%). On
track to achieve another year of profitable growth.
· Group and retail gross margin % both up +40 bps year-on-year.
· Delivered £74.7m cost saving and synergy benefits from recent
investments in warehouse automation and acquisitions.
· Another period of sales growth in Sports Direct UK. UK
Sports' profit from trading up £8.5m (3.4%) to £255.2m.
· Premium Lifestyle's profit from trading up £16.4m (41.1%) to
£56.3m, with integration and other cost benefits offsetting the
continuing challenging luxury market.
Our disciplined approach to cash
management has been instrumental in supporting our sustained
growth. Cash inflow from operating activities before working
capital movements was £411.4m, enabling continued long-term
investments in international sports and lifestyle opportunities, as
well as UK luxury, property and Frasers Plus. This financial
resilience, combined with our conservative accounting principles,
provides a solid foundation for the Group as we move into the
second half of FY25 and beyond.
Retail
Retail remains the core of our
business, driving our mission to build the world's most admired and
compelling brand ecosystem across sport, premium, and luxury. Sport
retail has continued to outperform, bolstered by new brand
partnerships and the 2024 Summer of Sport, which drove consumer
demand for sporting goods globally.
The most significant advancement
in Sport retail this half has been our strategic expansion into new
international markets, aligning with our vision to become an
undisputed leader in sport globally. We invested in performance and
lifestyle retail and distribution company Accent Group, opening
doors for Frasers' concepts and brands across Australia and New
Zealand - two new key markets for the Group. Additionally, our
investment in the Malta-based premium sports and fashion retailer
and Nike distributor Hudson Group will strengthen our footprint
across North Africa and Southern Europe through its extensive
distribution network. After period end, we further expanded our
reach into Africa with the agreement to acquire Holdsport, South
Africa's leading sporting, outdoor, and recreational goods
retailer, adding 88 stores across South Africa and Namibia to our
portfolio. During FY25 H1, we also completed the acquisition of
Dutch sports retailer Twinsport in the Netherlands, further
strengthening our footprint in the Benelux region.
Whilst the backdrop in premium and
luxury remains challenging, our continued investment in these
segments ensures we are best positioned for success when the market
turns. Already during the first half, Premium Lifestyle profit from
trading was up with integration and other cost benefits more than
offsetting the still tough luxury market conditions. We also
celebrated flagship openings for FLANNELS in Leeds and FRASERS in
Sheffield, which have both received excellent feedback from brand
partners and customers. As we near the end of the expansion phase
for FLANNELS with over 80 locations across the country, we are
proud of how we have transformed luxury retail for the regional
consumer and are committed to continuing to deliver on
this.
Acquisition integration and automation
synergies
We are now seeing real benefits
from our recent investments in acquisitions and warehouse
automation, creating substantial cost and profit synergies. We
are reducing complexity and improving efficiency across our
operations, which will strengthen our retail brands, unlock
longer-term profitability and enhance our resilience as a business.
Our warehouse automation programme has also reached a key
milestone, enabling us to optimise stock management and reduce our
inventory holdings. We saw a £298.8m (16.5%) reduction in gross
inventory compared to last year, exceeding our target of a 5-15%
reduction by the end of 2024. We have executed planned sales
declines and consolidations to right-size less profitable assets
including Studio, Game, SportMaster and the acquired JD Sports
businesses to focus on longer term profitable growth.
Property
Securing properties which serve as
the primary retail destination for communities remains a top
priority for the Group. Such acquisitions unlock new occupational
demand for our retail concepts, while revitalising high
streets and physical shopping locations. During the period, we made
significant investments in key retail destinations across the UK,
including shopping centres and retail parks in Doncaster,
Lancaster, Exeter, Maidstone, and Quedgeley. Over time, these
acquisitions will allow us to meet our retail space needs, improve
the mix of tenants when appropriate and ultimately increase the
value of our assets.
Financial Services
We see a great opportunity for
Frasers Plus - our
FCA-regulated, market leading credit and
loyalty proposition - as a new revenue stream and a key pillar of our compelling
brand ecosystem. We're working hard to reach our long-term ambition
to generate over £1bn+ in sales, £600m
of credit balances, a greater than 15% yield, and 2
million active Frasers Plus customers. Frasers Plus has got
off to a strong start with impressive uptake across our retail
brands and positive customer feedback. The business added 272k new
customers in FY25 H1 and ended the period with an active customer
base of 377k, at which point Frasers Plus accounted for 13.7% of UK
online sales.
We launched our first third-party
partnership with THG in July, followed by a second after period end
with Hornby plc, expanding the reach of Frasers Plus to new
customers. These are the first of many potential third-party
partnerships, and we're excited to offer even more customers the
opportunity to benefit from a seamless, omni-channel shopping
experience - particularly as we approach the festive
season.
Our teams
We wouldn't be the successful
business we are today without our people, whether at head office,
in the warehouse, or on the shop floor. Our people make our
business, and we will continue to inspire, incentivise and reward
our highest performers. Our Fearless 1000 programme is a great
example of this and reflects our commitment to empowering our
people to excel.
Michael Murray
Chief Executive Officer
4
December 2024
PERFORMANCE OVERVIEW
|
26 weeks ended 27 October
2024 (Unaudited)
|
26 weeks ended 29 October
2023 (Unaudited)
|
Retail revenue
|
£2,456.4m
|
£2,680.9m
|
Total revenue
|
£2,540.1m
|
£2,769.6m
|
|
|
|
Retail gross profit
|
£1,036.6m
|
£1,120.6m
|
Group gross profit
|
£1,103.3m
|
£1,189.9m
|
Retail gross margin
|
42.2%
|
41.8%
|
Group gross margin
|
43.4%
|
43.0%
|
|
|
|
Retail profit from trading
|
£365.6m
|
£364.7m
|
Group profit from trading
|
£400.6m
|
£412.5m
|
|
|
|
Reported profit before tax ("PBT") from continuing
operations
|
£207.2m
|
£310.2m
|
Adjusted profit before tax ("APBT")
(1)
|
£299.2m
|
£303.8m
|
|
|
|
Reported basic earnings per share
("EPS")
|
35.9p
|
53.0p
|
Adjusted basic EPS (1)
|
51.0p
|
53.7p
|
Net assets
|
£2,101.7m
|
£1,736.2m
|
Cash inflow from operating
activities before working capital
|
£411.4m
|
£441.1m
|
(1) This is an Alternative
Performance Measure. APBT is reconciled to the equivalent GAAP
measure in note 3 to the financial information. Adjusted EPS is
discussed in note 8 to the financial information.
The Directors have adopted
Alternative Performance Measures (APM's). APM's should be
considered in addition to UK-Adopted International Accounting
Standards ("UK IAS") measures. The Directors believe that Adjusted
profit before tax ("APBT") and Adjusted basic EPS provide further
useful information for shareholders on the underlying performance
of the Group in addition to the reported numbers and are consistent
with how business performance is measured internally. They are not
recognised profit measures under UK IAS and may not be directly
comparable with "adjusted" or "alternative" profit measures used by
other companies.
Retail revenue decreased by 8.4%.
Continued sales growth from Sports Direct, reflecting the ongoing
success of the Elevation Strategy and strengthening brand
relationships, was more than offset by planned declines in Game UK,
Studio Retail, the companies acquired from JD Sports and
SportMaster in Denmark as these previously unprofitable businesses
were right-sized and put on a more sustainable footing, as well as
a challenging luxury market.
Retail gross margin % increased to
42.2% from 41.8% group gross margin % increased to 43.4% from 43.0%
due to an improved mix effect, as the lower margin % businesses
reduce as a proportion of total revenue and the higher margin
Sports Direct business increases its share.
APBT (1) decreased by
1.5% to £299.2m despite the non-recurrence of the £20.0m gain on
disposal of the Missguided intellectual property in FY24 H1 and
dual running costs associated with the rollout of Frasers Plus. A
net reversal of property related impairments of £14.5m has been
recorded in the current period (FY24 H1: £5.9m) as a result of our
future forecasts outweighing our previous downside impairment
assumptions.
Reported PBT of £207.2m, a decrease
of 33.2%. The Group's trading performance has been offset by a
decrease in foreign exchange gains and non-cash fair value
movements on equity derivatives, primarily relating to the material
decline in the Hugo Boss share price.
Basic EPS of 35.9p, a decrease of
17.1p year-on-year. Adjusted EPS (1) of 51.0p, a
decrease of 2.7p (5.0%) reflecting the moderate reduction in APBT
(1).
The Group's strategy is
underpinned by a strong balance sheet with net assets increasing to
£2,101.7m from £1,873.0m at year-end due to the Group's
profitability in FY25 H1 and an increase in the fair value of the
Group's strategic investments with gains in physical shares through
reserves outweighing fair value losses on equity derivatives
through the income statement.
Cash inflow from operating
activities before working capital movements of £411.4m has enabled
the Group to continue to invest in international sports and
leisure, UK luxury retail, Frasers Plus, our property portfolio and
our strategic partnerships such as Hugo Boss.
Net debt excluding securitisation of
£725.0m (£320.8m at year end), reflecting the capital expenditure
and strategic investments in FY25 H1, particularly Accent Group and
Hugo Boss.
REVIEW BY BUSINESS SEGMENT
UK SPORTS
This segment includes the results
of the Group's core sports retail store operations in the UK, plus
all the Group's sports retail online business, other UK-based
sports retail and wholesale operations, GAME UK stores and online
operations, retail store operations in Northern Ireland, Frasers
Fitness, Studio Retail's sales and the Group's central operating
functions (including the Shirebrook campus).
UK Sports accounts for 54.0% (FY24
H1: 53.6%) of the Group's revenue.
|
26 weeks ended 27 October
2024 (Unaudited)
|
26 weeks ended 29 October
2023 (Unaudited)
|
Revenue
|
£1,372.3m
|
£1,485.0m
|
Cost of sales
|
(£748.8m)
|
(£825.7m)
|
Gross profit
|
£623.5m
|
£659.3m
|
Gross margin %
|
45.4%
|
44.4%
|
Profit from trading
|
£255.2m
|
£246.7m
|
Operating profit*
|
£189.9m
|
£226.8m
|
|
|
|
Store numbers
|
782
|
807
|
* The
prior period operating profit figure has been restated to show
depreciation by segment on a like for like basis, following the
finalisation of the change in operating segments in the year ended
28 April 2024. The impact of this restatement is to increase the
prior period depreciation charge in the UK Sports segment by £15.0m
and to reduce the charge in the Property segment by an equivalent
amount. This change does not impact the overall result of the
Group.
Revenue decreased by 7.6%.
Continued sales growth from Sports Direct reflecting the ongoing
success of the Elevation Strategy and strengthening brand
relationships, was more than offset by planned declines in Game UK
and Studio Retail.
Gross profit decreased by £35.8m
as a result of the sales decline but gross margin % increased by
+100 bps to 45.4% reflecting the fact that the higher margin Sports
Direct business now makes up a greater proportion of this
segment.
Operating costs reduced by £44.3m
as the benefits of integrating and right-sizing the lower margin
businesses was realised. This contributed to an £8.5m (3.4%)
increase in the segment's profit from trading.
UK Sports' operating profit result
of £189.9m (FY24 H1: £226.8m) includes impairment reversals of
£5.5m (FY24 H1: impairment reversals of £23.7m), a result of future
forecasts outweighing our downside impairment assumptions, and
foreign exchange losses of £4.4m (FY24 H1: gain of
£24.9m).
Store numbers decreased from 807
to 782 mainly driven by the replacement of standalone Game stores
with Game concessions situated inside larger Sports Direct
stores.
PREMIUM LIFESTYLE
This segment includes the results
of the Group's premium and luxury retail businesses FLANNELS,
Cruise, Van Mildert, Jack Wills, House of Fraser, Gieves and
Hawkes, and Sofa.com along with the related websites, the
businesses acquired from JD Sports in FY23, as well as the results
from the I Saw it First website and the Missguided website until
the disposal of the Missguided intellectual property in October
2023.
Premium Lifestyle accounts for
18.6% (FY24 H1: 19.9%) of the Group's revenue.
|
26 weeks ended 27 October
2024 (Unaudited)
|
26 weeks ended 29 October
2023 (Unaudited)
|
Revenue
|
£472.7m
|
£550.1m
|
Cost of sales
|
(£308.1m)
|
(£347.0m)
|
Gross profit
|
£164.6m
|
£203.1m
|
Gross margin %
|
34.8%
|
36.9%
|
Profit from trading
|
£56.3m
|
£39.9m
|
Operating profit
|
£48.3m
|
£23.1m
|
|
|
|
Store numbers
|
167
|
205
|
Revenue decreased by 14.1% as we
continued to optimise our store portfolio in House of Fraser and in
the businesses acquired from JD Sports, reducing the number of
stores from 66 at 29 October 2023 to 37 at 27 October 2024 and
reducing square footage from 2.3m sq. ft to 1.5m sq. ft.
Segment profit from trading
increased by £16.4m, with a £38.5m decrease in gross profit, driven
by the revenue decline noted above and a -210bps reduction of gross
margin % from 36.9% to 34.8% as inventory was cleared in closing
stores and as a result of continuing luxury market softness, was
more than offset by a £54.9m decrease in operating costs
as the benefits of integrating and right-sizing
the premium businesses was realised.
Premium Lifestyle's operating
profit result of £48.3m (FY24 H1: £23.1m) includes impairment
reversals of £7.3m (FY24 H1: impairment reversals of £2.4m), a
result of future forecasts outweighing our downside impairment
assumptions.
We continue to develop and invest in
our unique luxury proposition, including the recent opening of
flagships FLANNELS in Leeds and FRASERS in Sheffield, and
right-sizing the premium businesses such as House of Fraser and JD
Sports acquisitions. Our long-term ambitions for the luxury
business remain unchanged, although it is likely that progress will
remain subdued for the short to medium term in the face of a
challenging market. However, we continue to view this as an
opportunity for consolidation in order to further strengthen our
position.
Store numbers decreased from 205
to 167 as a result of the closure of stores in House of Fraser and in the businesses acquired from JD
Sports, partially offset by the opening of Flannels and
Frasers/Sport Direct concept stores in the period.
INTERNATIONAL RETAIL
This segment includes the results
all of the Group's sports retail stores, management and operating
functions in Europe, Asia and the rest of the world, including the
Group's European Distribution Centres in Belgium and Austria, GAME
Spain stores and e-commerce offering, the Baltics & Asia
e-commerce offerings, the MySale business in Australia, and all
non-UK based wholesale and licensing activities (relating to brands
such as Everlast, Karrimor and
Slazenger).
International accounts for 24.1%
(FY24 H1: 23.3%) of the Group's revenue.
|
26 weeks ended 27 October
2024 (Unaudited)
|
26 weeks ended 29 October
2023 (Unaudited)
|
Revenue
|
£611.4m
|
£645.8m
|
Cost of sales
|
(£362.9m)
|
(£387.6m)
|
Gross profit
|
£248.5m
|
£258.2m
|
Gross margin %
|
40.6%
|
40.0%
|
Profit from trading
|
£54.1m
|
£78.1m
|
Operating profit
|
£17.3m
|
£35.9m
|
|
|
|
Store numbers
|
595
|
583
|
Revenue decreased by 5.3% as growth
from the Sports Direct International business was more than offset
by declines in revenue from Game Spain, which has now reached the
end of its current games console cycle, and Sportmaster, which was
integrated in FY24 H2.
Segment profit from trading
decreased by £24.0m year on year. Gross profit decreased by £9.7m
as a result of the revenue declines noted above, although gross
margin % increased by +60bps to 40.6% as the higher margin Sports
Direct International business grows as proportion of the segment,
whilst overhead costs increased by £14.3m due to inflationary
pressures and acquisition related costs.
International's operating profit
result of £17.3m (FY24 H1: £35.9m)
includes impairment reversals of £2.4m (FY24 H1: impairments of
£4.2m) and foreign exchange losses of £4.4m (FY24 H1: losses of
£4.6m).
Store numbers increased from 583
to 595 due to the acquisition of Twinsport, partially offset by the
closure of certain stores as we continued to evaluate our stores at
lease expiries and breaks, to rationalise the international store
portfolio, where appropriate.
We continue to explore opportunities
for international expansion and have completed the acquisition of
Twinsport in the Netherlands, invested in Australia/New Zealand
group Accent, and invested in Maltese/North Africa retailer/Nike
distributor Hudson. After period end, we announced the acquisition
of Holdsport in South Africa/Namibia.
PROPERTY
This segment includes the results
from the Group's freehold property owning and
long leasehold holding property companies that generate third party
rental and other property related income (e.g., car parking,
conference and events income). The results of the Coventry Arena
are reported in this segment.
Property accounts for 1.5% (FY24
H1: 1.1%) of the Group's revenue.
|
26 weeks ended 27 October
2024 (Unaudited)
|
26 weeks ended 29 October
2023 (Unaudited)
|
Revenue
|
£38.0m
|
£31.4m
|
Cost of sales
|
(£4.4m)
|
(£4.2m)
|
Gross profit
|
£33.6m
|
£27.2m
|
Gross margin %
|
88.4%
|
86.6%
|
Profit from trading
|
£22.1m
|
£9.5m
|
Operating loss*
|
(£0.9m)
|
(£25.2m)
|
|
|
|
* The
prior period operating loss figure has been restated to show
depreciation by segment on a like for like basis, following the
finalisation of the change in operating segments in the year ended
28 April 2024. The impact of this restatement is to increase the
prior period depreciation charge in the UK Sports segment by £15.0m
and to reduce the charge in the Property segment by an equivalent
amount. This change does not impact the overall result of the
Group.
Revenue increased by £6.6m
(21.0%), largely due to the impact of prior year acquisitions such
as the Castleford shopping centre and acquisitions in FY25
H1.
Segment profit from trading
increased by £12.6m, with the additional rental income being
supplemented by
lower operating costs.
Property's operating loss of
£0.9m (FY24 H1: loss of £25.2m) includes a
net impairment charge of £0.7m (FY24 H1: impairments of
£16.0m).
Property investment remains a key
focus for the Group, unlocking occupational demand for our retail
business whilst delivering strong property returns that can be
recycled at the appropriate time.
FINANCIAL SERVICES
This segment includes the results
of Frasers Group Financial Services. This includes interest charged
on amounts advanced to consumer credit customers, along with the
associated impairment and operating costs.
Financial Services accounts for
1.8% (FY24 H1: 2.1%) of the Group's revenue.
|
26 weeks ended 27 October
2024 (Unaudited)
|
26 weeks ended 29 October
2023 (Unaudited)
|
Revenue
|
£45.7m
|
£57.3m
|
Impairment losses on credit
receivables
|
(£12.6m)
|
(£15.2m)
|
Gross profit
|
£33.1m
|
£42.1m
|
Gross margin %
|
72.4%
|
73.5%
|
Profit from trading
|
£12.9m
|
£38.3m
|
Operating profit
|
£12.2m
|
£37.5m
|
We continue to prioritise the growth
of our new Frasers Plus credit offering and reduce the Studio
Retail receivables book and as a result, revenue decreased by
£11.6m (20.2%) vs. FY24 H1. As such,
Studio Pay has ceased to accept new customers during FY25 H1. We
also continue to maintain and enhance our governance processes
around our credit offerings.
Segment profit from trading
decreased by £25.4m due to the revenue decline noted above,
partially offset by a moderate decrease in the impairment charge,
and an increase in overhead costs arising from the dual running of
Frasers Plus. H1 FY24 also benefited from an £11.8m gain in respect
of exiting a legacy property lease.
We see a great opportunity for
Frasers Plus as a new revenue stream and a key pillar of our
compelling brand ecosystem. Frasers Plus
has made good early progress towards our long-term ambition of delivering £1bn+ in sales, £600m in
credit balances, a greater than 15% yield, and over 2 million
active Frasers Plus customers (excluding any third-party
partnerships). The business added 272k new customers in FY25 H1 and
ended the period with an active customer base of 377k, at which
point Frasers Plus accounted for 13.7% of UK online
sales.
DISCONTINUED OPERATION
|
26 weeks ended 27 October
2024 (Unaudited)
|
26 weeks ended 29 October
2023 (Unaudited)
|
Result from discontinued operation
(net of tax)
|
£4.3m
|
-
|
The result from discontinued
operation relates to amounts received from the Matches
administration in excess of those assumed at FY24
year-end.
STRATEGIC INVESTMENTS
Included within long-term
financial assets at the period ended 27 October 2024 are the
following percentage voting rights, as publicly announced, held by
the Group:
|
27 October 2024
(unaudited)
%
|
29 October 2023
(unaudited)
%
|
28 April 2024
(audited)
%
|
Mulberry
Group Plc
|
37.3
|
36.9
|
36.9
|
XXL
ASA
|
32.5
|
12.2
|
31.1
|
Boohoo
Group Plc
|
26.2
|
16.5
|
22.7
|
AO World
Plc
|
24.0
|
22.8
|
24.5
|
ASOS
Plc
|
21.1
|
12.6
|
20.2
|
N Brown
Group Plc
|
20.3
|
19.8
|
20.4
|
Hugo Boss
AG
|
15.2
|
1.6
|
1.0
|
Accent
Group Ltd
|
14.6
|
-
|
-
|
Hornby
Plc
|
9.1
|
1.9
|
9.3
|
Currys
Plc
|
-
|
3.7
|
6.6
|
In addition to those listed, there
are various other interests held, none of which represent more than
5% of the voting power of the investee. The movements in fair value
of these long-term financial assets are recognised within other
comprehensive income.
These holdings have been assessed
under IFRS 9 Financial
Instruments and categorised as long-term financial
assets,
as the Group does not consider
them to be associates and therefore, they are not accounted for on
an equity basis,
see note 2.
Our strategic investments are
intended to allow us to develop relationships and commercial
partnerships with the
relevant retailers and
brands. The Group is actively seeking a
board seat at Hugo Boss and has recently had a representative
appointed to the board of Accent Group.
FOREIGN EXCHANGE AND TREASURY
The Group reports its results in
GBP but trades internationally and is therefore exposed to currency
fluctuations on currency cash flows in various ways. These include
purchasing inventory from overseas suppliers, making sales in
currencies other than GBP and holding overseas assets in other
currencies. The Board mitigate the cash flow risks associated with
these fluctuations with the careful use of currency hedging using
forward contracts and other derivative financial
instruments.
The Group uses forward contracts
that qualify for hedge accounting in two main ways - to hedge
highly probable EUR sales income and USD inventory purchases. This
introduces a level of certainty into the Group's planning and
forecasting process. Management has reviewed detailed forecasts and
the growth assumptions within them and are satisfied that the
forecasts meet the criteria as being highly probable forecast
transactions.
At 27 October 2024, the Group had
the following forward contracts that qualified for hedge accounting under IFRS 9 Financial Instruments, meaning that
fluctuations in the value of the contracts before maturity are
recognised in the hedging reserve through other comprehensive income.
After maturity, the sales and purchases are then valued at the
hedge rate.
Currency
|
Hedging
against
|
Currency
value
|
Timing
|
Rates
|
EUR / GBP
|
Euro
sales
|
EUR
336m
|
FY25-FY26
|
0.98 -
1.08
|
USD / GBP
|
USD
inventory purchases
|
USD
720m
|
FY25-FY26
|
1.27 -
1.32
|
The Group also uses currency
options, swaps and spots for more flexibility against cash flows
that are less than highly probable and therefore do not qualify for
hedge accounting under IFRS 9 Financial Instruments. The fair value
movements before maturity are recognised in the income
statement.
The Group has the following currency
options and unhedged forwards:
Currency
|
Expected
use
|
Currency
value
|
Timing
|
Rates
|
EUR / GBP
|
Euro
sales
|
Up to
EUR 480m
|
FY25 -
FY27
|
1.09
|
EUR / GBP
|
Euro
costs
|
Up to
EUR 680m
|
FY25 -
FY27
|
1.20 -
1.22
|
USD / GBP
|
USD
inventory purchases
|
Up to
USD 240m
|
FY28 -
FY29
|
1.41
|
USD / EUR
|
USD
inventory purchases
|
Up to
USD 30m
|
FY25
|
1.31
|
AUD / GBP
|
AUD
costs
|
Up to
AUD 240m
|
FY26
|
2.01
|
The Group also holds short-term swaps for treasury management
purposes:
Currency
|
Expected
use
|
Currency
value
|
Timing
|
Rates
|
EUR / GBP
|
Cash
flow management
|
EUR
325m
|
FY25
|
1.18 -
1.20
|
AUD / GBP
|
Cash
flow management
|
AUD
126m
|
FY25
|
1.93 -
1.98
|
The Group is proactive in managing
its currency requirements. The treasury team works closely with
senior management to understand the Group's plans and forecasts,
they also discuss and understand appropriate financial products
with various financial institutions, including those within the
Group's bank financed facility. This information is then used to
implement suitable currency products to align with the Group's
strategy.
Regular reviews of the hedging
performance are performed by the treasury team alongside senior
management to ensure the continued appropriateness of the currency
hedging in place, and where suitable, either implementing
additional strategies and/or restructuring existing approaches in
conjunction with our financial institution partners.
Given the potential impact of
commodity prices on raw material costs, the Group may hedge certain
input costs, including cotton, crude oil and
electricity.
CASH FLOW AND NET DEBT
Net debt increased by £383.7m from
£447.6m at 28 April 2024 to £831.3m at 27
October 2024. Net debt includes £106.3m of borrowings relating to
the Frasers Group Financial Services Limited securitisation
facility (29 October 2023: £146.3m; 28 April 2024: £126.8m).
Net interest on
bank loans and overdrafts increased to £36.8m (FY24 H1: £25.0m)
largely due to increased usage of the Revolving Credit Facility
("RCF") in the period.
Analysis of net debt:
|
27 October 2024 (Unaudited)
|
29 October 2023 (Unaudited)
|
28 April 2024 (Audited)
|
Cash and
cash equivalents
|
£323.7m
|
£266.7m
|
£358.6m
|
Borrowings
|
(£1,155.0m)
|
(£864.2m)
|
(£806.2m)
|
Net
debt
|
(£831.3m)
|
(£597.5m)
|
(£447.6m)
|
Securitisation (disclosed within borrowings)
|
(£106.3m)
|
(£146.3m)
|
(£126.8m)
|
Net debt
excluding securitisation
|
(£725.0m)
|
(£451.2m)
|
(£320.8m)
|
The Group continues to operate
comfortably within its banking facilities and covenants and the
Board remains comfortable with the Group's available
headroom.
Cash flow:
|
26 weeks ended 27 October 2024 (Unaudited)
|
26 weeks ended 29 October 2023 (Unaudited)
|
Operating cash inflow before
changes in working capital
|
£411.4m
|
£441.1m
|
(Increase)/decrease in receivables
|
(£2.4m)
|
£3.7m
|
Decrease/(increase) in inventories
|
£13.4m
|
(£125.3m)
|
Increase
in payables
|
£51.0m
|
£162.7m
|
Decrease
in provisions
|
(£17.4m)
|
(£46.6m)
|
Cash inflows from operating
activities
|
£456.0m
|
£435.6m
|
Income
taxes paid
|
(£76.7m)
|
(£68.2m)
|
Net cash inflows from
operating activities
|
£379.3m
|
£367.4m
|
Lease
payments
|
(£81.5m)
|
(£70.6m)
|
Net
finance costs paid
|
(£29.4m)
|
(£19.3m)
|
Net
capital expenditure
|
(£204.3m)
|
(£151.4m)
|
Purchase
and disposal of subsidiary undertakings and associates
|
(£16.4m)
|
-
|
Net
cashflows in relation to equity derivatives
|
£16.2m
|
(£21.4m)
|
Purchase
of listed investments, net of disposal proceeds
|
(£448.6m)
|
(£184.9m)
|
Purchase
of own shares
|
-
|
(£102.3m)
|
Other
|
£1.0m
|
£1.8m
|
Movement in net
debt
|
(£383.7m)
|
(£180.7m)
|
SUMMARY CONSOLIDATED BALANCE SHEET
(EXTRACT)
|
27 October 2024 (Unaudited)
|
29 October 2023 (Unaudited)
|
28 April 2024 (Audited)
|
Property,
plant & equipment
|
£897.2m
|
£1,173.1m
|
£962.6m
|
Investment properties
|
£484.0m
|
£192.9m
|
£350.5m
|
Long-term
financial assets
|
£1,007.2m
|
£410.7m
|
£495.4m
|
Intangible assets
|
£55.5m
|
£24.2m
|
£42.2m
|
Inventories
|
£1,341.9m
|
£1,590.2m
|
£1,355.3m
|
Trade
& other receivables
|
£721.1m
|
£790.7m
|
£674.9m
|
Trade
& other payables
|
(£752.5m)
|
(£874.9m)
|
(£683.9m)
|
Provisions
|
(£241.6m)
|
(£259.9m)
|
(£259.0m)
|
Net debt
(excluding securitisation borrowings)
|
(£725.0m)
|
(£451.2m)
|
(£320.8m)
|
Securitisation borrowings
|
(£106.3m)
|
(£146.3m)
|
(£126.8m)
|
Lease
liabilities
|
(£608.3m)
|
(£684.2m)
|
(£646.3m)
|
Other
|
£28.5m
|
(£29.1m)
|
£28.9m
|
Net assets
|
£2,101.7m
|
£1,736.2m
|
£1,873.0m
|
The decrease within property,
plant and equipment from 28 April 2024 is due to depreciation
partially offset by net additions.
The increase to investment
property since 28 April 2024 reflects acquisitions totalling
approximately £133.5m at sites including Doncaster, Lancaster, Exeter, Maidstone, and
Quedgeley.
Long-term financial assets have
increased since 28 April 2024 due to the business making
significant investments in Hugo Boss and Accent Group in H1 of FY25
and as a result of fair value gains on existing
holdings.
The increase to intangible assets
since 28 April 2024 reflects the recognition of approximately
£19.1m of goodwill in respect of the acquisition of Twinsport
in H1 of FY25, offset by amortisation charged in respect of other intangible
assets. The fair value of acquired assets and thus goodwill value
will be finalised by year-end in accordance with IFRS 3
Business
Combinations.
The decrease in the inventory
balance year-on-year is reflective of increased warehouse
efficiency, driven by automation and rationalisation of our
warehouse estate. This enabled a £298.8m
(16.5%) reduction in gross inventory year on year.
Trade and other receivables
includes £182.8m relating to deposits in respect
of derivative financial instruments (29 October 2023: £244.4m; 28 April 2024: £139.0m)
and the Frasers Group Financial Services consumer
credit receivables portfolio with a carrying value of
£195.6m (29 October 2023: £211.5m; 28
April 2024: £206.2m).
See note 10 for further details in
relation to provisions.
The increase in trade and other
payables since 28 April 2024 largely follows seasonal patterns and
the timing of payments around the end of October.
RELATED PARTY TRANSACTIONS
Related party transactions are
disclosed in note 14. There have been no material changes in the
related party transactions described in the last annual
report.
Relationship Between
Frasers Group plc and Mike Ashley
Mike Ashley opened his first
sports shop in 1982 and built the Frasers Group into a
multi-billion-pound retailer over the next forty years. The Group
was initially floated on the London Stock Exchange in 2007 and
following continued growth Mike stepped down as CEO in 2022. He
also stepped down from the Board of Directors later in 2022 and has
no day-to-day involvement or responsibility for the strategic
direction of the Group or any Board matters.
However, given his extensive
involvement in leading the business for over forty years, the Board
has an agreement with Mr Ashley, through his own company MASH
Holdings Limited, which provides for management to seek his
expertise in discrete areas where he has specific knowledge, for
example in warehousing, logistics or strategic relationships with
the supply chain. He does not receive any remuneration for
providing this advice to management and has no decision-making
powers.
GOING CONCERN
Having thoroughly reviewed the
performance of the Group and having made suitable enquiries, the
Directors are confident that the Group has adequate resources to
remain in operational existence for the foreseeable future which is
at least 12 months from the date of approval of these unaudited
condensed consolidated financial statements. Full details of this assessment can be found in note
1.
DIRECTORS' RESPONSIBILITY STATEMENT
Each of the directors confirm that
to the best of their knowledge:
· The condensed set of financial
statements has been prepared in accordance with UK-adopted IAS 34
'Interim Financial Reporting' and the Disclosure Guidance and
Transparency Rules Sourcebook of the United Kingdom's Financial
Conduct Authority.;
|
· The interim management report
includes a fair review of the information required by:
a) DTR
4.2.7R of the Disclosure Guidance and Transparency Rules, being an
indication of important events during the first 26 weeks of the
financial year and their impact on the condensed set of financial
statements; and a description of the principal risks and
uncertainties for the remaining 26 weeks of the year;
and
b) DTR
4.2.8R of the Disclosure Guidance and Transparency Rules, being
related party transactions that have taken place in the first 26
weeks of the current financial year and that have materially
affected the financial position or performance of the entity during
that period; and any changes in the related party transactions
described in the last annual report that could do so.
|
The summary of results for the 52
weeks ended 28 April 2024 is an extract from the published Annual
Report and Financial Statements which have been reported on by the
Group's auditors at the time and delivered to the Registrar of
Companies. The audit report was unqualified, did not draw attention
to any matters by way of emphasis and did not contain a statement
under s498 (2) or s498 (3) of the Companies Act 2006.
Michael Murray
Chief Executive Officer
4
December 2024
FINANCIAL INFORMATION
CONSOLIDATED INCOME STATEMENT
FOR THE 26 WEEKS ENDED 27 OCTOBER 2024
|
Note
|
26 weeks ended
27 October 2024
(unaudited)
£m
|
26 weeks ended
29 October 2023
(unaudited)
£m
|
Revenue
|
|
2,494.5
|
2,716.4
|
Credit
account interest
|
|
45.6
|
53.2
|
Total
revenue (including credit account interest)
|
|
2,540.1
|
2,769.6
|
Cost of
sales
|
|
(1,424.2)
|
(1,564.5)
|
Impairment losses on credit customer receivables
|
|
(12.6)
|
(15.2)
|
Gross
profit
|
|
1,103.3
|
1,189.9
|
Selling,
distribution and administrative expenses
|
|
(858.3)
|
(899.9)
|
Other
operating income
|
|
7.3
|
2.2
|
Property
related impairment reversals
|
|
14.5
|
5.9
|
Operating
profit
|
3
|
266.8
|
298.1
|
(Loss)/gain on sale of subsidiaries / discontinued
operation
|
|
(0.8)
|
20.0
|
Investment income
|
4
|
73.3
|
34.9
|
Investment costs
|
5
|
(73.9)
|
(21.9)
|
Finance
income
|
6
|
8.8
|
28.0
|
Finance
costs
|
7
|
(68.0)
|
(48.9)
|
Share of
profits of associate
|
|
1.0
|
-
|
Profit before
taxation
|
|
207.2
|
310.2
|
Taxation
|
|
(52.8)
|
(75.6)
|
Profit for the period from
continuing operations
|
|
154.4
|
234.6
|
|
|
|
|
DISCOUNTINUED
OPERATIONS
|
|
|
|
Result
from discontinued operation, net of tax
|
|
4.3
|
-
|
Profit
for the period
|
|
158.7
|
234.6
|
|
|
|
|
ATTRIBUTABLE TO:
|
|
|
|
Equity
holders of the Group
|
|
155.3
|
234.2
|
Non-controlling interests
|
|
3.4
|
0.4
|
Profit for the
period
|
|
158.7
|
234.6
|
|
|
|
|
EARNINGS
PER SHARE ATTRIBUTABLE TO THE EQUITY SHAREHOLDERS
|
|
|
|
|
|
Pence per share
|
Pence per share
|
Basic
earnings per share - Continuing operations
|
8
|
34.9
|
53.0
|
Basic
earnings per share - Discontinued operation
|
8
|
1.0
|
-
|
Basic earnings per share -
Total
|
8
|
35.9
|
53.0
|
Diluted
earnings per share - Continuing operations
|
8
|
34.9
|
53.0
|
Diluted
earnings per share - Discontinued operation
|
8
|
1.0
|
-
|
Diluted earnings per share -
Total
|
8
|
35.9
|
53.0
|
The
accompanying accounting policies and notes form part of these
condensed consolidated financial statements.
CONSOLIDATED STATEMENT OF COMPREHENSIVE
INCOME
FOR THE 26 WEEKS ENDED 27 OCTOBER 2024
|
Note
|
26 weeks ended
27 October 2024
(unaudited)
£m
|
26 weeks ended
29 October 2023
(unaudited)
£m
|
Profit for the
period
|
|
158.7
|
234.6
|
|
|
|
|
OTHER COMPREHENSIVE INCOME
|
|
|
|
ITEMS THAT WILL NOT BE
RECLASSIFIED SUBSEQUENTLY TO PROFIT OR LOSS
|
|
|
|
Fair
value movement on long-term financial assets
|
|
64.3
|
(66.4)
|
Remeasurements of defined benefit pension scheme
|
|
-
|
0.2
|
Fair
value adjustment in respect of investment properties
|
|
-
|
1.2
|
|
|
|
|
ITEMS THAT WILL BE
RECLASSIFIED SUBSEQUENTLY TO PROFIT OR LOSS
|
|
|
|
Exchange
differences on translation of foreign operations
|
|
(1.0)
|
(12.9)
|
Fair
value movement on hedged contracts - recognised in the
period
|
11
|
5.8
|
10.7
|
Fair
value movement on hedged contracts - recognised time value of
options
|
11
|
-
|
-
|
Fair
value movement on hedged contracts - reclassified and reported in
sales
|
11
|
(3.5)
|
(1.5)
|
Fair
value movement on hedged contracts - reclassified and reported in
inventory/cost of sales
|
11
|
(1.4)
|
(2.4)
|
Fair
value movement on hedged contracts - taxation taken to
reserves
|
11
|
(0.3)
|
(2.1)
|
|
|
|
|
OTHER COMPREHENSIVE
INCOME/(LOSS) FOR THE PERIOD, NET OF TAX
|
|
63.9
|
(73.2)
|
|
|
|
|
TOTAL COMPREHENSIVE INCOME
FOR THE PERIOD
|
|
222.6
|
161.4
|
|
|
|
|
Continuing operations
|
|
218.3
|
161.4
|
Discontinued operation
|
|
4.3
|
-
|
|
|
222.6
|
161.4
|
ATTRIBUTABLE TO:
|
|
|
|
Equity
holders of the Group
|
|
219.2
|
161.0
|
Non-controlling interests
|
|
3.4
|
0.4
|
|
|
222.6
|
161.4
|
The accompanying accounting
policies and notes form part of these condensed consolidated
financial statements.
CONSOLIDATED STATEMENT OF FINANCIAL
POSITION
Note
|
27 October 2024
(unaudited)
£m
|
29 October 2023
(unaudited)
£m
|
28 April 2024
(audited)
£m
|
ASSETS - NON
CURRENT
|
|
|
|
|
Property,
plant and equipment
|
|
897.2
|
1,173.1
|
962.6
|
Investment properties
|
|
484.0
|
192.9
|
350.5
|
Intangible assets
|
|
55.5
|
24.2
|
42.2
|
Long-term
financial assets
|
|
1,007.2
|
410.7
|
495.4
|
Investment in associated undertakings
|
|
19.0
|
17.2
|
18.0
|
Retirement benefit surplus
|
|
0.2
|
0.8
|
0.6
|
Deferred
tax assets
|
|
123.2
|
81.9
|
109.6
|
|
|
2,586.3
|
1,900.8
|
1,978.9
|
ASSETS -
CURRENT
|
|
|
|
|
Inventories
|
|
1,341.9
|
1,590.2
|
1,355.3
|
Trade and
other receivables
|
9
|
721.1
|
790.7
|
674.9
|
Derivative financial assets
|
11
|
90.7
|
92.6
|
87.2
|
Cash and
cash equivalents
|
|
323.7
|
266.7
|
358.6
|
|
|
2,477.4
|
2,740.2
|
2,476.0
|
|
|
|
|
|
TOTAL
ASSETS
|
|
5,063.7
|
4,641.0
|
4,454.9
|
|
|
|
|
|
LIABILITIES - NON
CURRENT
|
|
|
|
|
Lease
liabilities
|
|
(480.5)
|
(513.4)
|
(533.8)
|
Borrowings
|
|
(1,155.0)
|
(864.2)
|
(806.2)
|
Retirement benefit obligations
|
|
(1.3)
|
(1.6)
|
(1.8)
|
Deferred
tax liabilities
|
|
(25.9)
|
(16.6)
|
(27.5)
|
Provisions
|
10
|
(230.7)
|
(251.9)
|
(247.8)
|
|
|
(1,893.4)
|
(1,647.7)
|
(1,617.1)
|
LIABILITIES -
CURRENT
|
|
|
|
|
Derivative financial liabilities
|
11
|
(94.5)
|
(92.1)
|
(62.8)
|
Trade and other payables
|
|
(752.5)
|
(874.9)
|
(683.9)
|
Lease liabilities
|
|
(127.8)
|
(170.8)
|
(112.5)
|
Provisions
|
10
|
(10.9)
|
(8.0)
|
(11.2)
|
Current
tax liabilities
|
|
(82.9)
|
(111.3)
|
(94.4)
|
|
|
(1,068.6)
|
(1,257.1)
|
(964.8)
|
|
|
|
|
|
TOTAL
LIABILITIES
|
|
(2,962.0)
|
(2,904.8)
|
(2,581.9)
|
NET
ASSETS
|
|
2,101.7
|
1,736.2
|
1,873.0
|
|
|
|
|
|
EQUITY
|
|
|
|
|
Share
capital
|
|
64.1
|
64.1
|
64.1
|
Share
premium
|
|
874.3
|
874.3
|
874.3
|
Treasury
shares reserve
|
|
(770.6)
|
(746.5)
|
(770.6)
|
Permanent
contribution to capital
|
|
0.1
|
0.1
|
0.1
|
Capital
redemption reserve
|
|
8.0
|
8.0
|
8.0
|
Foreign
currency translation reserve
|
|
24.7
|
34.5
|
25.7
|
Reverse
combination reserve
|
|
(987.3)
|
(987.3)
|
(987.3)
|
Own share
reserve
|
|
(66.8)
|
(66.8)
|
(66.8)
|
Hedging
reserve
|
11
|
22.3
|
18.7
|
21.7
|
Share-based payment reserve
|
|
58.9
|
42.0
|
51.4
|
Revaluation reserve
|
|
1.2
|
1.2
|
1.2
|
Retained
earnings
|
|
2,842.6
|
2,453.5
|
2,623.0
|
Issued capital and reserves
attributable to owners of the parent
|
|
2,071.5
|
1,695.8
|
1,844.8
|
Non-controlling interests
|
|
30.2
|
40.4
|
28.2
|
TOTAL
EQUITY
|
|
2,101.7
|
1,736.2
|
1,873.0
|
The accompanying accounting policies
and notes form part of these condensed consolidated financial
statements.
CONSOLIDATED CASH FLOW STATEMENT
FOR THE 26 WEEKS ENDED 27 OCTOBER 2024
|
|
26 weeks ended
|
26 weeks ended
|
|
|
27 October 2024
(unaudited)
|
29 October 2023
(unaudited)
|
|
|
£m
|
£m
|
Profit before income tax from:
|
|
|
|
Continuing operations
|
|
207.2
|
310.2
|
Discontinued operation
|
|
4.3
|
-
|
Profit before taxation including discontinued
operations
|
|
211.5
|
310.2
|
Net finance costs
|
|
59.2
|
20.9
|
Net investment
costs/(income)
|
|
0.6
|
(13.0)
|
Loss/(gain) on disposal of
subsidiaries
|
|
0.8
|
(20.0)
|
Depreciation of property, plant and
equipment
|
|
133.0
|
131.3
|
Amortisation of intangible
assets
|
|
1.8
|
1.6
|
Net impairment reversals of tangible
and intangible assets and investment properties
|
|
(14.5)
|
(5.9)
|
Other adjustments to lease
liabilities
|
|
21.3
|
6.5
|
Profit on disposal of property,
plant and equipment
|
|
(0.3)
|
-
|
Gain on bargain purchase
|
|
(6.7)
|
-
|
Employee bonus scheme
charge
|
|
4.7
|
9.3
|
Pension contributions less income
statement charge
|
|
-
|
0.2
|
Operating cash inflow before changes in working
capital
|
|
411.4
|
441.1
|
(Increase)/decrease in
receivables
|
|
(2.4)
|
3.7
|
Decrease/(increase) in
inventories
|
|
13.4
|
(125.3)
|
Increase in payables
|
|
51.0
|
162.7
|
Decrease in provisions
|
|
(17.4)
|
(46.6)
|
Cash inflows from operating activities
|
|
456.0
|
435.6
|
Income taxes paid
|
|
(76.7)
|
(68.2)
|
Net
cash inflows from operating activities
|
|
379.3
|
367.4
|
Proceeds on disposal of property,
plant and equipment and investment property
|
|
6.4
|
5.9
|
Proceeds on disposal of listed
investments
|
|
76.3
|
85.0
|
Proceeds in relation to equity
derivatives
|
|
60.0
|
32.9
|
Purchase of subsidiaries, net of
cash acquired
|
|
(16.4)
|
-
|
Purchase of property, plant and
equipment, intangible assets and investment property
|
|
(210.7)
|
(157.3)
|
Purchase of listed
investments
|
|
(524.9)
|
(269.9)
|
Increase in deposits relating to
equity derivatives
|
|
(43.8)
|
(54.3)
|
Investment income
received
|
|
3.4
|
2.0
|
Finance income received
|
|
8.8
|
2.0
|
Net
cash outflows from investing activities
|
|
(640.9)
|
(353.7)
|
Lease payments
|
|
(81.5)
|
(70.6)
|
Finance costs paid
|
|
(38.2)
|
(21.3)
|
Borrowings drawn down
|
|
619.5
|
199.2
|
Borrowings repaid
|
|
(270.7)
|
(84.7)
|
Purchase of own shares
|
|
-
|
(102.3)
|
Net
cash inflows/(outflows) from financing activities
|
|
229.1
|
(79.7)
|
Net
decrease in cash and cash equivalents including
overdrafts
|
|
(32.5)
|
(66.0)
|
Exchange movement on cash
balances
|
|
(2.4)
|
(0.2)
|
Cash and cash equivalents including overdrafts at beginning
of period
|
358.6
|
332.9
|
|
Cash and cash equivalents including overdrafts at the period
end
|
|
323.7
|
266.7
|
The accompanying accounting policies
and notes form part of these condensed consolidated financial
statements.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE 26 WEEKS ENDED 27 OCTOBER 2024
(UNAUDITED)
|
Share
capital
|
Share premium
|
Treasury shares reserve
|
Share-based payment reserve
|
Foreign currency translation reserve
|
Own share reserve
|
Retained earnings
|
Other
|
Total attributable to owners of
parent
|
Non-controlling
interests
|
Total
|
|
|
(£m)
|
(£m)
|
(£m)
|
(£m)
|
(£m)
|
(£m)
|
(£m)
|
(£m)
|
(£m)
|
(£m)
|
(£m)
|
|
|
|
At 28 April
2024
|
64.1
|
874.3
|
(770.6)
|
51.4
|
25.7
|
(66.8)
|
2,623.0
|
(956.3)
|
1,844.8
|
28.2
|
1,873.0
|
|
Acquisition and disposal of subsidiaries
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(1.4)
|
(1.4)
|
|
Share
scheme
|
-
|
-
|
-
|
7.5
|
-
|
-
|
-
|
-
|
7.5
|
-
|
7.5
|
|
TRANSACTIONS WITH OWNERS IN THEIR CAPACITY AS
OWNERS
|
-
|
-
|
-
|
7.5
|
-
|
-
|
-
|
-
|
7.5
|
(1.4)
|
6.1
|
|
Profit
for the financial period
|
-
|
-
|
-
|
-
|
-
|
-
|
155.3
|
-
|
155.3
|
3.4
|
158.7
|
|
|
OTHER COMPREHENSIVE
INCOME
|
Cashflow
hedges - recognised in the period
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
5.8
|
5.8
|
-
|
5.8
|
|
Cashflow
hedges - reclassified and reported in sales
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(3.5)
|
(3.5)
|
-
|
(3.5)
|
|
Cashflow
hedges - reclassified and reported in inventory/cost of
sales
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(1.4)
|
(1.4)
|
-
|
(1.4)
|
|
Cashflow
hedges - taxation
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(0.3)
|
(0.3)
|
-
|
(0.3)
|
|
Fair
value adjustment in respect of long-term financial assets -
recognised
|
-
|
-
|
-
|
-
|
-
|
-
|
64.3
|
-
|
64.3
|
-
|
64.3
|
|
Translation differences - Group
|
-
|
-
|
-
|
-
|
(1.0)
|
-
|
-
|
-
|
(1.0)
|
-
|
(1.0)
|
Total comprehensive income
for the period
|
-
|
-
|
-
|
-
|
(1.0)
|
-
|
219.6
|
0.6
|
219.2
|
3.4
|
222.6
|
|
At 27
October 2024
|
64.1
|
874.3
|
(770.6)
|
58.9
|
24.7
|
(66.8)
|
2,842.6
|
(955.7)
|
2,071.5
|
30.2
|
2,101.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
FOR THE 26 WEEKS ENDED 29 OCTOBER 2023
(UNAUDITED)
|
Share
capital
|
Share premium
|
Treasury shares reserve
|
Share-based payment reserve
|
Foreign currency translation reserve
|
Own share reserve
|
Retained earnings
|
Other
|
Total attributable to owners of
parent
|
Non-controlling
interests
|
Total
|
|
|
(£m)
|
(£m)
|
(£m)
|
(£m)
|
(£m)
|
(£m)
|
(£m)
|
(£m)
|
(£m)
|
(£m)
|
(£m)
|
|
|
|
At 30 April
2023
|
64.1
|
874.3
|
(644.2)
|
33.1
|
47.4
|
(66.8)
|
2,285.5
|
(965.2)
|
1,628.2
|
40.0
|
1,668.2
|
|
Purchase
of own shares
|
-
|
-
|
(102.3)
|
-
|
-
|
-
|
-
|
-
|
(102.3)
|
-
|
(102.3)
|
|
Share
scheme
|
-
|
-
|
-
|
8.9
|
-
|
-
|
-
|
-
|
8.9
|
-
|
8.9
|
|
TRANSACTIONS WITH OWNERS IN THEIR CAPACITY AS
OWNERS
|
-
|
-
|
(102.3)
|
8.9
|
-
|
-
|
-
|
-
|
(93.4)
|
-
|
(93.4)
|
|
Profit
for the financial period
|
-
|
-
|
-
|
-
|
-
|
-
|
234.2
|
-
|
234.2
|
0.4
|
234.6
|
|
|
OTHER COMPREHENSIVE
INCOME
|
Cashflow
hedges - recognised in the period
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
10.7
|
10.7
|
-
|
10.7
|
|
Cashflow
hedges - reclassified and reported in sales
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(1.5)
|
(1.5)
|
-
|
(1.5)
|
|
Cashflow
hedges - reclassified and reported in inventory/cost of
sales
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(2.4)
|
(2.4)
|
-
|
(2.4)
|
|
Cashflow
hedges - taxation
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(2.1)
|
(2.1)
|
-
|
(2.1)
|
|
Fair
value adjustment in respect of long-term financial assets -
recognised
|
-
|
-
|
-
|
-
|
-
|
-
|
(66.4)
|
-
|
(66.4)
|
-
|
(66.4)
|
|
Remeasurements of defined benefit pension scheme
|
-
|
-
|
-
|
-
|
-
|
-
|
0.2
|
-
|
0.2
|
-
|
0.2
|
|
Fair
value adjustment in respect of investment properties
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
1.2
|
1.2
|
-
|
1.2
|
Translation differences - Group
|
-
|
-
|
-
|
-
|
(12.9)
|
-
|
-
|
-
|
(12.9)
|
-
|
(12.9)
|
Total comprehensive income
for the period
|
-
|
-
|
-
|
-
|
(12.9)
|
-
|
168.0
|
5.9
|
161.0
|
0.4
|
161.4
|
|
At 29
October 2023
|
64.1
|
874.3
|
(746.5)
|
42.0
|
34.5
|
(66.8)
|
2,453.5
|
(959.3)
|
1,695.8
|
40.4
|
1,736.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL
INFORMATION
FOR THE 26 WEEKS ENDED 27 OCTOBER 2024
1. BASIS OF PREPARATION
Non-Statutory
The results for the first half of
the financial year have not been audited or reviewed by external
auditors. The financial information in the Group's Annual Report
and Financial Statements for the 52 week period ended 28 April 2024
is prepared in accordance with UK-adopted International Accounting
Standards and the requirements of the Companies Act 2006 and which
have been delivered to the Registrar of Companies. The Interim
Results have been prepared on the basis of the policies set out in
the 2024 Annual Report and in accordance with International
Accounting Standard (IAS) 34 'Interim Financial Reporting' as
adopted by the UK and the Disclosure Guidance and Transparency
Rules of the UK's Financial Conduct Authority (DTR). The Interim
Results do not include all of the information required for full
annual statements and should be read in conjunction with the 2024
Annual Report.
The summary of results for the 52
weeks ended 28 April 2024 is an extract from the published Annual
Report and Financial Statements which have been reported on by the
Group's auditors at the time and delivered to the Registrar of
Companies. The audit report was unqualified, did not draw attention
to any matters by way of emphasis and did not contain a statement
under s498 (2) or s498 (3) of the Companies Act 2006.
Going Concern
The Directors have reviewed the
current financial performance and liquidity of the business,
including modelling a number of downside scenarios. The Group is
still profitable, highly cash generative and has considerable
financial resources. The Group is able to operate within its
banking facilities which mature in November 2026, and is well
placed to take advantage of strategic opportunities as they arise.
As a consequence, the Directors believe that the Group is well
placed to manage its business risks successfully despite the
continued uncertain economic outlook.
Management have assessed the level
of trading and have forecast and projected a conservative base case
scenario and also a number of even more conservative scenarios
taking into account the Group's open positions in relation to
various option positions. These forecasts and projections show that
the Group will be able to operate within the current facility and
its covenant requirements (being interest cover and net debt to
EBITDA ratios). Management have also identified a number of
mitigating actions which could be taken if required such as putting
on hold discretionary spend, liquidating certain assets on the
balance sheet and paying down the Revolving Credit
Facility.
Having thoroughly reviewed the
performance of the Group and Parent Company and having made
suitable enquiries, the Directors are confident that the Group and
Parent Company have adequate resources to remain in operational
existence for the foreseeable future which is at least 12 months
from the date of these financial statements. Trading would need to
fall significantly below levels observed during the pandemic to
require mitigating actions or a relaxation of covenants. On this
basis, the Directors continue to adopt the going concern basis for
the preparation of these condensed consolidated financial
statements.
New accounting standards, interpretations and amendments
adopted by the Group
The principal accounting policies
have remained unchanged from those applied for the 52 week period
ended 28 April 2024 except as noted below.
Several amendments apply for the
first time during the period but have not resulted in any changes
to the Group's accounting policies or had any other material impact
on the financial position or performance of the Group. The Group
continues to monitor the potential impact of new standards and
interpretations which have been or may be endorsed and require
adoption by the Group in future reporting periods. The Group does
not consider that any standards, amendments or interpretation
issued by the UK Endorsement Board, but not yet applicable, will
have a significant impact on the condensed consolidated financial
statements.
Risks and uncertainties
The Board has considered the risks
and uncertainties for the remaining half of the financial year and
determined that the risks and the level of risks presented in the
FY24 Annual Report, noted below, also remain relevant for the rest
of the financial year and that there aren't any further risks or
uncertainties to add at this stage:
· Strategy
|
· Third-party brand relationships, key suppliers and supply
chain management
|
· Global macro-economic conditions, events (pandemic) or
political factors
|
· Treasury, liquidity and credit risks
|
· Customer
|
· Governance, legal and regulatory compliance
|
· Technology capability and infrastructure renewal
|
· Cyber risks, data loss and data privacy
|
· Business continuity management and incident
response
· Group Entities and Extended Enterprise
|
· People, talent management and succession
|
· Environmental, social & governance (ESG)
|
· Property
|
· Mergers & acquisitions
· Governance
|
Detailed explanations of the
principal risks and uncertainties can be found in the Principal
Risks and Uncertainties section of the FY24 Annual
Report.
2. CRITICAL ACCOUNTING JUDGEMENTS AND
ESTIMATES
Climate Change
We have considered the potential
impact of climate change in preparing these financial
statements. Tackling climate change is a global imperative
and measures which support climate change initiatives and our wider
ESG agenda continue to be key components of our strategic
direction, supporting sustainability, the broader social agenda and
consumer choice. The risks associated with climate change
have been deemed to be arising in the medium to long term and we
are working to mitigate these risks as detailed within the TCFD
section of the FY24 Annual Report.
We have considered climate change
as part of our cash flow projections within going concern,
impairment assessments and viability, and the impact of climate
change is not deemed to have a significant impact on these
assessments currently and therefore they are not deemed to be a key
source of estimation uncertainty. The Group will continue to
monitor the impacts of climate change over the coming
years.
Determining Related Party Relationships
Management determines whether a
related party relationship exists by assessing the nature of the
relationship by reference to the requirements of IAS 24
Related Party Disclosures.
This is in order to determine whether significant influence exists
as a result of control, shared directors or parent companies, or
close family relationships. The level at which one party may be
expected to influence the other is also considered for transactions
involving close family relationships.
Control and Significant Influence Over Certain
Entities
Under IAS 28 Investments in Associates and Joint
Ventures if an entity holds 20% or more of the voting power
of the investee, it is presumed that the entity has significant
influence, unless it can clearly demonstrate that this is not the
case.
In assessing the level of control
that management have over certain entities, management will
consider the various aspects that allow management to influence
decision making. This includes the level of share ownership, board
membership, the level of investment and funding, and the ability of
the Group to influence operational and strategic decisions and
affect its returns through the exercise of such influence. If
management were to consider that the Group does have significant
influence over the entity then the equity method of accounting
would be used and the percentage shareholding multiplied by the
results of the investee in the period would be recognised in profit
or loss.
Shareholdings in investees
greater than 20%
During the period the Group has held
greater than 20% of the voting rights of Mulberry Group Plc, XXL
ASA, Boohoo Group Plc, AO World Plc, ASOS Plc and N Brown Group
Plc. Management consider that the Group does not have significant
influence over these entities for combinations of the following
reasons:
• The Group does not have any representation on the board of
directors of the investees.
• There is no participation in decision making and strategic
processes, including participation in decisions about dividends or
other distributions.
• There have been no material transactions between the Group
and the investee companies.
• There has been no interchange of managerial
personnel.
• No non-public essential technical management information is
provided to the investees.
Four (Holdings)
Limited
The Group holds 49% of the share
capital of Four (Holdings) Limited which is accounted for as an
associate using the equity method. The Group does not have any
representation on the board of directors and no participation in
decision making about relevant activities such as establishing
operating and capital decisions, including budgets, appointing or
remunerating key management personnel or service providers and
terminating their services or employment. However, in prior periods
the Group provided Four (Holdings) Limited with a significant loan.
At the reporting date, the gross amount owed by Four (Holdings)
Limited for this loan totalled £30m (£12.3m net of amounts
recognised in respect of loss allowance). The Group is satisfied
that the existence of these transactions provides evidence that the
entity has significant influence over the investee but in the
absence of any other rights, in isolation it is insufficient to
meet the control criteria of IFRS 10 Consolidated Financial Statements, as
the Group does not have power over Four (Holdings)
Limited.
Tymit
Limited
At the period end date, the Group
held 28.2% of the share capital of Tymit Limited. This holding is
accounted for as an associate under IAS 28, although the carrying
value of the investment is £nil as a result of management's
assessment of future trading prospects of the business. Management
has advanced Tymit convertible loans of £16m (FY24 H1: £11.0m),
which have been fully provided for. Management has considered
whether any of the rights attaching to the loan notes could give
rise to control and concluded that this was not the
case.
Kangol
LLC
In the year ended 30 April 2023,
the Group sold 51% of its shareholding in Kangol LLC to Bollman Hat
Company for £17.6m, retaining a 49% shareholding. Management
considered the criteria set out in IFRS 10 when assessing whether
or not it retains control of the entity or significant influence as
defined by IAS 28. It was concluded that the Group has significant
influence by virtue of its holding more than 20% of the voting
power of the investee, but not control since Bollman holds 51% of
total voting rights. Consequently, the Group's 49% shareholding has
been accounted for as an associate under IAS 28. This treatment
remains the same for the current period.
Cash Flow Hedging
The Group uses a range of forward
and option contracts that are entered into at the same time, are in
contemplation with one another and have the same counterparty. A
judgement is made in determining whether there is an economic need
or substantive business purpose for structuring the transactions
separately that could not also have been accomplished in a single
transaction. Management are of the view that there is a substantive
distinct business purpose for entering into the options and a
strategy for managing the options independently of the forward
contracts. The forward and options contracts are therefore not
viewed as one instrument and hedge accounting for the forwards is
permitted.
Under IFRS 9 Financial Instruments, in order to
achieve cash flow hedge accounting, forecast transactions
(primarily Euro denominated sales and USD denominated purchases)
must be considered to be highly probable. The hedge must be
expected to be highly effective in achieving offsetting changes in
cash flows attributable to the hedged risk. The forecast
transaction that is the subject of the hedge must be highly
probable and must present an exposure to variations in cash flows
that could ultimately affect profit or loss. Management have
reviewed the detailed forecasts and growth assumptions within them
and are satisfied that forecasts in which the cash flow hedge
accounting has been based meet the criteria per IFRS 9 as being
highly probable forecast transactions. Should the forecast levels
not pass the highly probable test, any cumulative fair value gains
and losses in relation to either the entire or the ineffective
portion of the hedged instrument would be recognised in the
Consolidated Income Statement.
Management considers various
factors when determining whether a forecast transaction is highly
probable. These factors include detailed sales and purchase
forecasts by channel, geographical area and seasonality, conditions
in target markets and the impact of expansion in new areas.
Management also consider any change in alternative customer sales
channels that could impact on the hedged transaction.
If the forecast transactions were
determined to be not highly probable and all hedge accounting was
discontinued, amounts in the hedging reserve of up to £22.3m (28
April 24: £21.7m) would be shown in finance income.
Classification of Investment Properties
Upon the acquisition of a property,
management perform an assessment of the rationale for holding the
property in line with IAS 40 Investment Property. Management
applies judgement in the consideration of whether or not it is
feasible to sell or let parts of the property under a finance
lease, whether this is commercially viable in the relevant
marketplace, and whether or not any owner-occupied portion is
insignificant.
During the current period, the Group
acquired five properties, all of which met the criteria to be
classified as investment properties and were considered to be
non-separable, with either insignificant or no owner-occupied
portions.
Key Sources of Estimation Uncertainty
The critical estimates and
assumptions that have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities within
the next financial year are addressed below:
Property Related Provisions
Property related estimates and
judgements are continually evaluated and are based on historical
experience, external advice and other factors, including
expectations of future events that are believed to be reasonable
under the circumstances.
Dilapidations - Note 10
The Group provides for its legal
responsibility for dilapidation costs following advice from
chartered surveyors and previous experience of exit costs
(including strip out costs and professional fees). Management do
not consider these costs to be capital in nature and therefore
dilapidations are not capitalised, except for in relation to the
sale and leaseback of Shirebrook for which a material dilapidations
provision was capitalised in FY20.
Management calculates its best
estimate of the provision required by reference to the proportion
of closed stores for which a dilapidation cost is likely to be
incurred, based on past experience, and an estimate for the level
of costs based on advice from chartered surveyors.
Sensitivity analysis to changes in
key assumptions is as follows:
|
Estimated cost per sq.
ft.
|
% of stores where a
dilapidation cost is incurred
|
Base assumption
|
£18.10
|
25%
|
Sensitised assumption
|
£19.10/£17.10
|
30%/20%
|
Increase to provision
|
£2.5m
|
£7.9m
|
(Decrease) to provision
|
(£2.5m)
|
(£7.9m)
|
Legal and Regulatory Provisions - Note 10
Provisions are made for items
where the Group has identified a present legal or constructive
obligation arising as a result of a past event, it is probable that
an outflow of resources will be required to settle the obligation
and a reliable estimate can be made of the amount of the
obligation.
Legal and regulatory provisions
reflect management's best estimate of the potential costs arising
from the settlement of outstanding disputes of a commercial and
regulatory nature. A substantial portion of the amounts provided
relates to ongoing legal claims and non-UK tax enquiries. Further
details can be found in note 10. Management have made a judgement
to consider all claims collectively given their similar nature. In
accordance with IAS37.92, management have concluded that it would
prejudice seriously the position of the Group to provide further
specific disclosures in respect of amounts provided for non-UK tax
enquiries and legal claims.
Other Receivables and Amounts Owed By Related
Parties
Other receivables and amounts owed
by related parties are stated net of provision for any impairment.
Management have applied estimates in assessing the recoverability
of working capital and loan advances made to investee companies.
Matters considered include the relevant financial strength of the
underlying investee company to repay the loans, the repayment
period and underlying terms of the monies advanced, forecast
performance of the underlying borrower, and where relevant, the
Group's intentions for the companies to which monies have been
advanced. Management have applied a weighted probability to certain
potential repayment scenarios, with the strongest weighting given
to expected default after two years.
Impairment of Assets
a) IFRS 16 right-of-use assets and associated plant and
equipment
IFRS 16 Leases defines the lease term as the
non-cancellable period of a lease together with the options to
extend or terminate a lease, if the lessee were reasonably certain
to exercise that option. The Group will assess the likelihood of
extending lease contracts beyond the break date by taking into
account current economic and market conditions, current trading
performance, forecast profitability and the level of capital
investment in the property.
IFRS 16 Leases states that the lease payments
shall be discounted using the lessee's incremental borrowing rate
where the rate implicit in the lease cannot be readily determined.
Accordingly, all lease payments have been discounted using the
incremental borrowing rate (IBR). The IBR has been determined by
using a synthetic credit rating for the Group which is used to
obtain market data on debt instruments for companies with the same
credit rating, this is split by currency to represent each of the
geographical areas the Group operates within and adjusted for the
lease term.
The right of use assets are
assessed for impairment at each reporting period in line with IAS
36 Impairment of Assets to review whether the carrying amount
exceeds its recoverable amount. For impairment testing purposes the
Group has determined that each store is a separate cash generating
unit ("CGU"). The recoverable amount is calculated based on the
Group's latest forecast cash flows which are then extrapolated to
cover the period to the break date of the lease taking into account
historic performance and knowledge of the current market, together
with the Group's views on future profitability of each CGU. The key
assumptions in the calculations are the sales growth rates, gross
margin rates, changes in the operating cost base and the pre-tax
discount rate derived from the Group's weighted average cost of
capital using the capital asset pricing model, the inputs of which
include a risk-free rate, equity risk premium and a risk adjustment
(Beta). Given the number of assumptions used, the assessment
involves significant estimation uncertainty.
An asset is impaired when the
carrying amount exceeds its recoverable amount. Equally, previous
impairments are reversed when the recoverable amount exceeds the
carrying amount and there are previous impairments against the
asset.
In the period, net reversals of
previous impairments have been recognised for the amount of £15.2m
(FY24 H1: impairment charge of £3.0m) due to the improving
conditions in the retail sector on the forecast cash flows of the
CGU since the COVID-19 pandemic where material impairments were
incurred. This is broken down as follows:
· £16.8m reversal (FY24 H1: £34.2m reversal) against the
right-of-use assets; and
|
· £1.6m impairment charge (FY24 H1: £2.1m impairment charge)
against plant and equipment
|
The key assumptions, which are
equally applicable to each CGU, in the cash flow projections used
to support the carrying amount of the right of use asset are
consistent with the cashflow projections for the freehold land and
buildings impairment assessment.
A sensitivity analysis has been
performed in respect of sales, margin, the new store exemption and
operating costs as these are considered to be the most sensitive of
the key assumptions:
Forecast:
|
Impact of
change in assumption:
|
Reversal increase / (decrease)
£m
|
Sales
decline year 1
|
10%
improvement to 8% increase
|
4.5
|
Sales
decline year 1
|
10%
reduction to -12%
|
(7.8)
|
Existing
gross margin year 1 > 40%
|
100bps -
improvement
|
1.2
|
Existing
gross margin year 1 > 40%
|
100bps -
reduction
|
(1.2)
|
New store
exemption (1)
|
Change
from 2 to 3 years
|
-
|
Operating
costs increase year 1
|
Change
from 3% to 6%
|
(1.3)
|
(1) Stores which have been open for less than two years are not
reviewed for impairment. This was introduced in the year ended 28
April 2024, on the basis that management do not consider that a
trading performance in the first two years that is worse than an
appraisal forecast constitutes an indicator of impairment.
Management also notes that new stores can take up to two years to
develop an established trading pattern. Stores trading for less
than two years are still reviewed for impairment if there are other
significant indicators of impairment present such as a
deterioration in local market conditions.
b) Freehold land and buildings, long-term leasehold,
investment property and associated plant and
equipment
Freehold land and buildings and
long-term leasehold assets are assessed at each reporting period
for whether there is any indication of impairment in line with IAS
36 Impairment of
Assets.
An asset is impaired when the
carrying amount exceeds its recoverable amount. Equally previous
impairments are reversed when the recoverable amount exceeds the
carrying amount and there are previous impairments against the
asset. IAS 36 Impairment of
Assets defines recoverable amount as the higher of an
asset's or CGU's fair value less costs of disposal and its value in
use. the Group has determined that each store is a separate
CGU.
Key triggers considered by
management include store (i.e., CGU) EBITDA showing a material
year-on-year movement, significant changes in property valuations,
and whether any new, wider economic factors may impact the forecast
performance. Based on the criteria set by management, a net
impairment charge of approximately £0.7m (FY24 H1: £39.7m) was
recorded for the current period due to certain properties under
performing against forecasted results where material impairments
were incurred. This is broken down as follows:
· £0.5m impairment charge (FY24 H1: £2.4m impairment charge)
against freehold land and buildings
|
· £nil
(FY24 H1: £8.3m impairment charge) against long-term leasehold;
and
|
· £0.2m impairment charge (FY24 H1: £15.5m impairment charge)
plant and equipment
|
Value in use (VIU)
The value in use is calculated
based on a five year cash flow projection. This is formulated by
using the Group's forecast cash flows of each individual CGU,
taking into account historic performance of the CGU, and then
adjusting for the Group's current views on future profitability of
each CGU. The key assumptions in the calculations are the sales
growth rates, gross margin rates, changes in the operating cost
base and the pre-tax discount rate derived from the Group's
weighted average cost of capital using the capital asset pricing
model, the inputs of which include a risk-free rate, equity risk
premium and a risk adjustment (Beta). Given the number of
assumptions used, the assessment involves significant estimation
uncertainty.
The key assumptions, which are
equally applicable to each CGU, in the cash flow projections used
to support the carrying amount of the freehold land and buildings
were as follows:
Key assumptions HY25
|
Year 1
|
Year 2
|
Year 3
|
Year 4
|
Year 5
|
Sales decline
|
-2%
|
-2%
|
-2%
|
-2%
|
-2%
|
Existing gross margin >
40%
|
-100bps
|
-75bps
|
-50bps
|
-25bps
|
-
|
Operating costs increase per
annum
|
3%
|
3%
|
3%
|
3%
|
3%
|
Discount rate
|
9.5%
|
9.5%
|
9.5%
|
9.5%
|
9.5%
|
Terminal growth rate of
2%
|
|
|
|
|
|
Properties purchased within one
year, or stores that have not traded for two years, are not
reviewed for impairment.
|
A sensitivity analysis has been
performed in respect of sales, margin and operating costs as these
are considered to be the most sensitive of the key
assumptions.
Forecast:
|
Impact of:
|
Impairment increase /
(decrease) (£'m)
|
Sales decline year 1
|
10% improvement to 8%
|
(3.6)
|
Sales decline year 1
|
10% reduction to -12%
|
5.4
|
Existing gross margin year 1 >
40%
|
100bps - improvement
|
(0.8)
|
Existing gross margin year 1 >
40%
|
100bps - reduction
|
0.8
|
Operating costs increase year
1
|
Change from 3% to 6%
|
1.0
|
Fair value less costs of disposal
For those CGUs where the value in
use is less than the carrying value of the asset, the fair value
less costs of disposal has been determined using both external and
internal market valuations. This fair value is deemed to fall into
Level 3 of the fair value hierarchy as per IFRS 13 Fair Value Measurement. The property
portfolio consists of vacant, Frasers Group occupied and third
party tenanted units. One property can include all three types. The
following valuation methodology has been adopted for
each:
Scenario
|
Valuation
methodology
|
Key
assumptions
|
Vacant
units
|
Estimated
Rental Value (ERV) and suitable reversionary yield applied to
reflect the market to generate a net capital value. A deduction to
the capital value generated is then made based on the void period
with applicable rates payable for the unit and rent-free
incentive.
|
Void period and rent free band -
three bands applied depending on circumstances:
• 1 year void, 1 years
rent free; or
• 1 year void, 2 years
rent free; or
• 2 years void, 3 years
rent free.
Yield
bands - ranging from 5.5% - 20.0%
|
Frasers
Group occupied
|
Will be
assumed the unit is vacant given there is no legally binding
inter-company agreement in place. Therefore, a void and rent free
incentive period assumed, the cost amount then deducted from the
capital value generated by the ERV and reversionary yield. Although
we consider the commercial reality is that fair value less costs to
sell will be higher than vacant possession this very conservative
assumption is in line with both technical accounting rules and that
of our management experts.
|
Void period and rent free band -
three bands applied depending on circumstances:
• 1 year void, 1 years
rent free; or
• 1 years void, 2 years
rent free; or
• 2 years void, 3 years
rent free.
Yield
bands - ranging from 5.5% - 20.0%
|
Third
party tenanted
|
ERV is
applied reflecting the market for the applicable unit. An
appropriate reversionary yield is applied reflecting the risk of
tenant and renewal to generate a capital value. This will also
provide a net initial yield based off the current passing
rent.
|
ERV is
applied reflecting the market for the applicable unit. An
appropriate reversionary yield is applied reflecting the risk of
tenant and renewal to generate a capital value. This will also
provide a net initial yield based off the current passing
rent.
|
A 10% increase in the market
valuation amounts used in the impairment calculations would result
in a decrease in impairment of £nil (FY24 H1: £2.0m).
The total recoverable amount of
the assets that were impaired, or on which impairments were
reversed, at the period end was £64.0m (FY24 H1: £19.9m), with £nil
(FY24 H1: £19.9m) of this being based on their fair value less
costs of disposal and £64.0m (FY24 H1: £nil) being based on their
value in use.
Credit Customer Receivables
The Group's credit customer
receivables are recognised on balance sheet at amortised cost
(i.e., net of provision for expected credit loss). At 27 October
2024, consumer credit receivables with a gross value of £276.1m
were recorded on the balance sheet, less a provision for impairment
of £80.5m (28 April 2024: gross value of £289.6m, less a provision
for impairment of £80.7m). Further details are provided in Note
9.
Expected credit loss
An appropriate allowance for
expected credit loss in respect of trade receivables is derived
from estimates and underlying assumptions such as the probability
of default and the loss given default, taking into consideration
forward looking macro-economic assumptions. The assessment involves
significant estimation uncertainty. Changes in the assumptions
applied such as the value and frequency of future debt sales in
calculating the loss given default, and the estimation of customer
repayments and probability of default rates, as well as the
weighting of the macro-economic scenarios applied to the impairment
model could have a significant impact on the carrying value of
trade receivables. These assumptions are continually assessed for
relevance and adjusted accordingly. Revisions to estimates are
recognised prospectively. Sensitivity analysis is given in note
9.
Macroeconomic scenarios
The principial macroeconomic driver
factored into the impairment model is unemployment. The latest
economic scenarios used in the model along with the probably
weighting applied to each are summarised as follows:
Scenario
|
Qualitative explanation
|
Probability weighting
applied
|
Upside
|
Inflation remains close to target
and the Bank of England cuts interest rates to 4% by mid-2025.
Unemployment falls back to 3.7% and wage growth remains
strong.
|
10%
|
Baseline
|
Inflation is forecast to end 2024
at 2.4% but then fall back to 2% thereafter. Interest rates end
2024 at 4.75% and reduce to 3.75% by the end of 2025. The
unemployment rate increases from 4.1% to 4.4% by the end of 2024
and remains at that level throughout 2025.
|
55%
|
Downside
|
Inflation heads well below target
and the Bank of England cuts interest rates sharply from February
2025. Unemployment peaks at 6% in Q4 2025.
|
25%
|
Stress
|
A combination of shocks sees
inflation rise sharply, hitting a peak of 6.6% in Q3 2025. The Bank
of England raises interest rates to 6.25%. The unemployment rate
rises to 8%.
|
10%
|
Inventory provisioning
The Group carries significant
amounts of inventory, against which there are provisions for
expected losses to be incurred in the sale of slow moving, obsolete
and delisted products. At 27 October 2024 a provision of £173.3m
(28 April 2024: £192.0m; 29 October 2023: £223.8m) was held against
a gross inventory value of £1,515.2m (28 April 2024: £1,547.3m; 29
October 2023: £1,814.0m).
In assessing the level of provision
required, management applies its experience and industry knowledge
to divide the core UK inventory holding into separate categories
based on internal management classifications and behavioural
characteristics, taking account of experience by fascia, as
follows:
· Continuity inventory - inventory that is considered to be
perennial and therefore exhibits limited risk of
obsolescence.
· Current season inventory - inventory that has been purchased
specifically for seasons in the current calendar year.
· Out
of season inventory (including inventory previously classified as
continuity) - inventory that has moved out of the two categories
above because of its age, range development or because it is being
sold at below cost to clear warehouse/store space.
An adjusted rate of loss is then
calculated based on losses incurred on the sale of out of season
inventory over the past three years (being management's assessment
of the time taken to clear through out of season inventory), with
any inventory remaining on hand after three years of being
classified as out of season being assumed to require a 100%
provision rate. The historical rate is sensitised to reflect
management's best estimate of future performance by making
assumptions around changes to sales prices achieved on the sale of
out of season inventory vs. those achieved in the past three years
and the level of inventory remaining after three years of being
classified as out of season. In the current period, management have
estimated that selling prices will need to reduce by a further 10%
(FY24: 15%; HY24: 5%) to clear an equivalent volume of out of
season inventory and that approximately ten times (FY24: fifteen
times; HY24: twelve times) as much Premium Lifestyle out of season
inventory will remain on hand at the end of the three-year period
of assessment than has typically been the case historically,
requiring a 100% provision rate, reflecting the different profile
of this inventory to sports inventory.
In addition, management has applied
a provision rate of 100% against a portion of the inventory holding
that is either currently being sold at a loss or exhibits an
unusually high level of obsolescence risk. The 100% provision rate
reflects the costs associated with clearing and disposing of this
inventory.
The adjusted rate of loss is applied
to the gross value of inventory in each of the categories above as
follows:
· Continuity inventory - the adjusted loss rate is applied to
30% (FY24: 30%; HY24: 30%) of the gross holding (representing the
proportion of inventory in this category that is expected to roll
into the out of season category based on historical
experience).
· Current season inventory - the adjusted loss rate is applied
to 30% (FY24: 30%; HY24: 30%) of the gross holding (representing
the proportion of inventory in this category that is expected to
roll into the out of season category based on historical
experience).
· Out
of season inventory (including inventory previously classified as
continuity) - the adjusted loss rate is applied to this population,
excluding those specific items that carry at 100% provision rate
based on the analysis detailed above.
The provisioning calculations
require a high degree of judgement, given the significant level of
estimation uncertainty, in the classification of inventory lines
and the roll rates between classifications, as well as the use of
estimates around future sales prices and the remaining inventory
holding for out of season inventory. Sensitivity analysis relating
to these key assumptions is set out below.
% of inventory rolling into
out of season (including inventory
previously classified as continuity) category
|
|
|
|
|
|
Base assumption
|
30%
|
|
|
Sensitised assumption
|
35%/25%
|
|
|
|
|
|
|
Increase/(decrease) to
provision
|
£4.9m/(£4.9m)
|
|
|
|
|
|
|
Decrease in sales prices on
out of season inventory
|
|
|
|
|
|
Base assumption
|
-10%
|
|
|
Sensitised assumption
|
-9%/-11%
|
|
|
|
|
|
|
(Decrease)/Increase to
provision
|
(£2.0m)/£2.0m
|
|
|
|
|
|
|
Increase in out of season
Premium Lifestyle inventory on hand after
three-years
|
|
|
|
|
Base assumption
|
10 times historical rate
|
Sensitised assumption
|
8 times historical rate/12 times
historical rate
|
|
|
|
|
(Decrease)/increase to
provision
|
(£4.1m)/£4.1m
|
|
|
|
|
|
|
|
|
|
|
These sensitivities reflect
management's assessment of reasonably possible changes to key
assumptions which could result in adjustments to the level of
provision within the next financial year.
Valuation of assets acquired in business
combinations
Twinsport
The principal estimate in the
acquisition of Twinsport was around the fair value of inventory
acquired. The fair value of inventory, which primarily
included finished goods, was estimated at £10.3m, an increase of
£0.6m on the carrying value prior to the acquisition. Overall, the
Group recognised goodwill of £19.1m on acquisition of Twinsport,
with total consideration of £16.9m for net liabilities at fair
value of £2.2m. A summary of the assets acquired and liabilities
assumed can be found below:
|
Recognised at acquisition date
£'m
|
Intangible assets
|
0.8
|
Trade and
other receivables
|
3.0
|
Inventory
|
10.3
|
Trade and
other creditors
|
(16.3)
|
Net
liabilities acquired
|
(2.2)
|
Consideration
|
16.9
|
Goodwill
arising
|
19.1
|
Post acquisition revenue of £15.2m and profit before tax of £1.4m
has been recognised in the period. If the business had been
acquired at the beginning of the period, the Group's reported total
revenue would be £2,553.5m and profit before tax would be £208.1m.
Acquisition costs of £0.6m have been recognised in selling,
distribution and administrative expenses in the income
statement.
3. SEGMENTAL ANALYSIS
IFRS 8 Operating Segments requires operating
segments to be identified on the basis of the internal financial
information reports to the Chief Operating Decision Maker ("CODM")
who is primarily responsible for the allocation of resources to
segments and assessment of performance of the segments.
The Group presents five operating
segments:
· UK Sports
This segment includes the results
of the Group's core sports retail store operations in the UK, plus
all the Group's sports retail online business, other UK-based
sports retail and wholesale operations, GAME UK stores and online
operations, retail store operations in Northern Ireland, Frasers
Fitness, Studio Retail's sales and the Group's central operating
functions (including the Shirebrook campus).
· Premium Lifestyle
This segment includes the results
of the Group's premium and luxury retail businesses FLANNELS,
Cruise, Van Mildert, Jack Wills, House of Fraser, Gieves and
Hawkes, and Sofa.com along with the related websites, the
businesses acquired from JD Sports Fashion Plc in FY23, as well as
the results from the I Saw it First website and the Missguided
website until the disposal of the Missguided intellectual property
in October 2023.
· International
This segment includes the results
all of the Group's sports retail stores, management and operating
functions in Europe, Asia and the rest of the world, including the
Group's European Distribution Centres in Belgium and Austria, GAME
Spain stores and e-commerce offering, the Baltics & Asia
e-commerce offerings, the MySale business in Australia, and all
non-UK based wholesale and licensing activities (relating to brands
such as Everlast, Karrimor, and
Slazenger).
· Property
This segment includes the results
from the Group's freehold property owning and
long leasehold holding property companies that generate third party
rental and other property related income (e.g., car parking,
conference and events income). The results of the Coventry Arena
are reported in this segment.
· Financial Services
This segment includes the results
of Frasers Group Financial Services. This includes interest charged
on amounts advanced to consumer credit customers, along with the
associated impairment and operating costs.
The operating performance of each
segment is assessed by reference to revenue, gross margin, and
profit from trading activities after operating expenses.
For the Property segment, profit
from trading activities includes fair value gains and losses in
respect of investment properties and gains or losses on disposal of
properties since the Group's property businesses seek to generate
income from rentals and capital appreciation of properties
held.
In the Financial Services segment,
impairment losses on consumer credit receivables are disclosed
within gross margin, which management deem to be the appropriate
treatment for a financial services business.
Depreciation, amortisation and
impairments (net of any reversals) are disclosed as part of each
segment's operating profit/(loss).
Segmental information for the 26
weeks ended 27 October 2024
(unaudited):
|
UK Sports
|
Premium
Lifestyle
|
International
|
Retail
|
Property
|
Financial
Services
|
Group
Total
|
|
|
(£'m)
|
(£'m)
|
(£'m)
|
(£'m)
|
(£'m)
|
(£'m)
|
(£'m)
|
|
Revenue
|
1,372.3
|
472.7
|
611.4
|
2,456.4
|
38.0
|
45.7
|
2,540.1
|
|
Cost of
sales
|
(748.8)
|
(308.1)
|
(362.9)
|
(1,419.8)
|
(4.4)
|
(12.6)
|
(1,436.8)
|
|
Gross
profit
|
623.5
|
164.6
|
248.5
|
1,036.6
|
33.6
|
33.1
|
1,103.3
|
|
Gross
Margin %
|
45.4%
|
34.8%
|
40.6%
|
42.2%
|
88.4%
|
72.4%
|
43.4%
|
|
Operating
costs
|
(368.3)
|
(108.3)
|
(194.4)
|
(671.0)
|
(11.5)
|
(20.2)
|
(702.7)
|
|
Profit from
trading
|
255.2
|
56.3
|
54.1
|
365.6
|
22.1
|
12.9
|
400.6
|
|
Depreciation & amortisation
|
(61.7)
|
(15.2)
|
(34.8)
|
(111.7)
|
(22.4)
|
(0.7)
|
(134.8)
|
|
Impairments net of impairment reversals
|
5.5
|
7.3
|
2.4
|
15.2
|
(0.7)
|
-
|
14.5
|
|
Share-based payments
|
(4.7)
|
-
|
-
|
(4.7)
|
-
|
-
|
(4.7)
|
|
Foreign
exchange realised
|
(4.4)
|
(0.1)
|
(4.4)
|
(8.9)
|
0.1
|
-
|
(8.8)
|
|
Operating
profit
|
189.9
|
48.3
|
17.3
|
255.5
|
(0.9)
|
12.2
|
266.8
|
|
Loss on
sale of subsidiaries/discontinued operations
|
|
(0.8)
|
Net
investment costs
|
|
(0.6)
|
Share of
profit of associated undertaking
|
|
1.0
|
Net
finance costs
|
|
(59.2)
|
Profit before
tax
|
|
207.2
|
Result
for discontinued operation
|
|
4.3
|
Fair
value adjustment to derivative financial instruments
|
|
10.2
|
|
Fair
value losses on equity derivatives
|
|
64.0
|
|
Realised
FX loss
|
|
8.8
|
|
Share-based payments
|
|
4.7
|
|
Adjusted profit before tax
("APBT")
|
|
299.2
|
|
Segmental information for the 26
weeks ended 29 October 2023
(unaudited):
|
UK Sports
|
Premium
Lifestyle
|
International
|
Retail
|
Property
|
Financial
Services
|
Group
Total
|
|
|
(£'m)
|
(£'m)
|
(£'m)
|
(£'m)
|
(£'m)
|
(£'m)
|
(£'m)
|
|
Revenue
|
1,485.0
|
550.1
|
645.8
|
2,680.9
|
31.4
|
57.3
|
2,769.6
|
|
Cost of
sales
|
(825.7)
|
(347.0)
|
(387.6)
|
(1,560.3)
|
(4.2)
|
(15.2)
|
(1,579.7)
|
|
Gross
profit
|
659.3
|
203.1
|
258.2
|
1,120.6
|
27.2
|
42.1
|
1,189.9
|
|
Gross
Margin %
|
44.4%
|
36.9%
|
40.0%
|
41.8%
|
86.6%
|
73.5%
|
43.0%
|
|
Operating
costs
|
(412.6)
|
(163.2)
|
(180.1)
|
(755.9)
|
(17.7)
|
(3.8)
|
(777.4)
|
|
Profit from
trading
|
246.7
|
39.9
|
78.1
|
364.7
|
9.5
|
38.3
|
412.5
|
|
Depreciation & amortisation*
|
(59.2)
|
(19.0)
|
(33.4)
|
(111.6)
|
(20.5)
|
(0.8)
|
(132.9)
|
|
Impairments net of impairment reversals
|
23.7
|
2.4
|
(4.2)
|
21.9
|
(16.0)
|
-
|
5.9
|
|
Share-based payments
|
(9.3)
|
-
|
-
|
(9.3)
|
-
|
-
|
(9.3)
|
|
Foreign
exchange realised
|
24.9
|
(0.2)
|
(4.6)
|
20.1
|
1.8
|
-
|
21.9
|
|
Operating
profit
|
226.8
|
23.1
|
35.9
|
285.8
|
(25.2)
|
37.5
|
298.1
|
|
Gain on
sale of subsidiaries/discontinued operations
|
|
20.0
|
Net
investment income
|
|
13.0
|
Net
finance costs
|
|
(20.9)
|
Profit before
tax
|
|
310.2
|
Fair
value adjustment to derivative financial instruments
|
|
(15.7)
|
|
Fair
value losses on equity derivatives
|
|
21.9
|
|
Realised
FX loss
|
|
(21.9)
|
|
Share-based payments
|
|
9.3
|
|
Adjusted profit before tax
("APBT")
|
|
303.8
|
|
|
|
|
|
|
|
|
|
| |
* Prior period operating profit
figures have been restated to show depreciation by segment on a
like for like basis, following the finalisation of the change in
operating segments in the year ended 28 April 2024. The impact of
this restatement is to increase the prior period depreciation
charge in the UK Sports segment by £15.0m and to reduce the charge
in the Property segment by an equivalent amount. This change does
not impact the overall result of the Group.
Other segment items included in
the income statement for the 26 weeks ended 27 October 2024
(unaudited):
|
UK Sports
|
Premium
Lifestyle
|
International
|
Retail
|
Property
|
Financial
Services
|
Group
Total
|
|
(£'m)
|
(£'m)
|
(£'m)
|
(£'m)
|
(£'m)
|
(£'m)
|
(£'m)
|
Property,
plant & equipment depreciation
|
(41.2)
|
(11.4)
|
(15.3)
|
(67.9)
|
(22.4)
|
(0.7)
|
(91.0)
|
Property,
plant & equipment impairment
|
-
|
-
|
(1.6)
|
(1.6)
|
(0.7)
|
-
|
(2.3)
|
IFRS 16
ROU depreciation
|
(20.5)
|
(3.7)
|
(17.8)
|
(42.0)
|
-
|
-
|
(42.0)
|
IFRS 16
ROU impairment reversal
|
5.5
|
7.3
|
4.0
|
16.8
|
-
|
-
|
16.8
|
Intangible amortisation
|
-
|
(0.1)
|
(1.7)
|
(1.8)
|
-
|
-
|
(1.8)
|
Other segment items included in
the income statement for the 26 weeks ended 29 October 2023
(unaudited):
|
UK Sports
|
Premium
Lifestyle
|
International
|
Retail
|
Property
|
Financial
Services
|
Group
Total
|
|
(£'m)
|
(£'m)
|
(£'m)
|
(£'m)
|
(£'m)
|
(£'m)
|
(£'m)
|
Property,
plant & equipment depreciation
|
(27.1)
|
(14.6)
|
(15.8)
|
(57.5)
|
(35.5)
|
(0.8)
|
(93.8)
|
Property,
plant & equipment impairment
|
(2.1)
|
(6.2)
|
(4.0)
|
(12.3)
|
(16.0)
|
-
|
(28.3)
|
IFRS 16
ROU depreciation
|
(17.1)
|
(4.4)
|
(16.0)
|
(37.5)
|
-
|
-
|
(37.5)
|
IFRS 16
ROU reversal / (impairment)
|
25.8
|
8.6
|
(0.2)
|
34.2
|
-
|
-
|
34.2
|
Revaluation on transfer to investment property*
|
-
|
-
|
-
|
-
|
1.2
|
-
|
1.2
|
Intangible amortisation
|
-
|
-
|
(1.6)
|
(1.6)
|
-
|
-
|
(1.6)
|
*Recorded in other comprehensive
income
4. INVESTMENT INCOME
|
26 weeks ended
27 October 2024
(unaudited)
(£m)
|
26 weeks ended
29 October 2023
(unaudited)
(£m
|
Premiums
received on equity derivatives
|
60.0
|
32.9
|
Fair
value gain on equity derivatives
|
9.9
|
-
|
Dividend
income
|
3.4
|
2.0
|
|
73.3
|
34.9
|
5. INVESTMENT COSTS
|
26 weeks ended
27 October 2024
(unaudited)
(£m)
|
26 weeks ended
29 October 2023
(unaudited)
(£m
|
Fair
value loss on equity derivatives
|
-
|
21.9
|
Loss on
disposal of equity derivatives
|
73.9
|
-
|
|
73.9
|
21.9
|
6. FINANCE INCOME
|
26 weeks ended
27 October 2024
(unaudited)
(£m)
|
26 weeks ended
29 October 2023
(unaudited)
(£m
|
Bank
interest receivable
|
6.6
|
11.9
|
Other
finance income
|
2.2
|
0.4
|
Fair
value adjustment to derivatives
|
-
|
15.7
|
|
8.8
|
28.0
|
7. FINANCE COSTS
|
26 weeks ended
27 October 2024
(unaudited)
(£m)
|
26 weeks ended
29 October 2023
(unaudited)
(£m
|
Interest
on bank loans and overdrafts
|
41.7
|
31.7
|
Other
interest
|
3.9
|
5.6
|
IFRS 16
lease interest
|
12.2
|
11.6
|
Fair
value adjustment to derivatives
|
10.2
|
-
|
|
68.0
|
48.9
|
The fair value adjustment to
derivative financial instruments relates to differences between the
fair value of forward foreign currency contracts and written
options that were not designated for hedge accounting from one
period end to the next and fair value movements in respect of
interest rate swaps.
8. EARNINGS PER SHARE ATTRIBUTABLE TO EQUITY
SHAREHOLDERS
Basic earnings per share is
calculated by dividing the earnings attributable to ordinary
shareholders of the parent by the weighted average number of
ordinary shares outstanding during the period.
For diluted earnings per share,
the weighted average number of shares, 432,929,122 (29 October
2023: 441,787,344), is adjusted to assume conversion of all
dilutive potential ordinary shares under the Group's share schemes,
being nil (29 October 2023: nil). There is therefore no difference
between the basic and diluted EPS calculations for all periods.
Shares bought back into treasury and own shares held are deducted
when calculating the weighted average number of shares
below.
BASIC AND DILUTED EARNINGS PER SHARE
|
26 weeks ended
27 October 2024
(unaudited)
Basic and diluted, continuing operations
|
26 weeks ended
27 October 2024
(unaudited)
Basic and diluted, discontinued operation
|
26 weeks ended
27 October 2024
(unaudited)
Basic and diluted, total
|
26 weeks ended
29 October 2023
(unaudited)
Basic and diluted, total
|
|
£m
|
£m
|
£m
|
£m
|
Profit
for the period
|
151.0
|
4.3
|
155.3
|
234.2
|
|
Number
in millions
|
Number
in millions
|
Number
in millions
|
Number
in millions
|
Weighted
average number of shares
|
432.9
|
432.9
|
432.9
|
441.8
|
|
Pence
per share
|
Pence
per share
|
Pence
per share
|
Pence
per share
|
Earnings per
share
|
34.9
|
1.0
|
35.9
|
53.0
|
ADJUSTED EARNINGS PER SHARE
The adjusted earnings per share
reflects the underlying performance of the business compared with
the prior period and is calculated by dividing adjusted earnings by
the weighted average number of shares for the period. Adjusted
earnings is used by management as a measure of profitability within
the Group. Adjusted earnings is defined as profit for the period
attributable to equity holders of the parent for each financial
period but excluding the post-tax effect of certain non-trading
items. Tax has been calculated with reference to the effective rate
of tax for the Group.
The Directors believe that the
adjusted earnings and adjusted earnings per share measures provide
additional useful information for shareholders on the underlying
performance of the business and are consistent with how business
performance is measured internally. Adjusted earnings is not a
recognised profit measure under IFRS and may not be directly
comparable with adjusted profit measures used by other
companies.
|
26 weeks ended
27 October 2024
(unaudited)
Basic
|
26 weeks ended
27 October 2024
(unaudited)
Diluted
|
26 weeks ended
29 October 2023
(unaudited)
Basic
|
26 weeks ended
29 October 2023
(unaudited)
Diluted
|
|
£m
|
£m
|
£m
|
£m
|
Profit
for the period
|
155.3
|
155.3
|
234.2
|
234.2
|
Pre-tax
adjustments to profit for the period for the following
items:
|
|
|
|
|
Fair
value adjustment to derivatives included within finance
costs/(income)
|
10.2
|
10.2
|
(15.7)
|
(15.7)
|
Fair
value movement and losses on disposal of equity
derivatives
|
64.0
|
64.0
|
21.9
|
21.9
|
Realised
foreign exchange loss/(gain)
|
8.8
|
8.8
|
(21.9)
|
(21.9)
|
Share-based payments
|
4.7
|
4.7
|
9.3
|
9.3
|
Tax
adjustments on the above items
|
(22.3)
|
(22.3)
|
9.3
|
9.3
|
Adjusted profit for the
period
|
220.7
|
220.7
|
237.1
|
237.1
|
|
Number
in millions
|
Number
in millions
|
Weighted
average number of shares
|
432.9
|
432.9
|
441.8
|
441.8
|
|
Pence
per share
|
Pence
per share
|
Adjusted earnings per
share
|
51.0
|
51.0
|
53.7
|
53.7
|
9. TRADE AND OTHER RECEIVABLES
|
26 weeks ended
27 October 2024
(unaudited)
(£m)
|
26 weeks ended
29 October 2023
(unaudited)
(£m)
|
53 weeks ended
28 April 2024
(audited)
(£m)
|
Gross
credit customer receivables
|
276.1
|
309.6
|
286.9
|
Allowance
for expected credit loss on credit customer receivables
|
(80.5)
|
(98.1)
|
(80.7)
|
Net credit customer
receivables
|
195.6
|
211.5
|
206.2
|
Trade
receivables
|
93.1
|
117.1
|
91.6
|
Deposits
in respect of derivative financial instruments
|
182.8
|
244.4
|
139.0
|
Amounts
owed by related parties
|
13.3
|
6.8
|
6.6
|
Other
receivables
|
119.4
|
107.6
|
128.1
|
Prepayments
|
116.9
|
103.3
|
103.4
|
|
721.1
|
790.7
|
674.9
|
The Directors consider that the
carrying amount of trade and other receivables approximates to
their fair value. The maximum exposure to credit risk at the
reporting date is the carrying value of each class of asset above,
plus any cash balances. Other receivables also include unremitted
sales receipts.
Deposits in respect of derivative
financial instruments are collateral to cover margin requirements
for derivative transactions held with counterparties. The
collateral requirement changes with the market (which is dependent
on share price, interest rates and volatility) and further
purchases / sales of underlying investments held.
Credit Customer Receivables
Following the acquisition of
Frasers Group Financial Services Limited (formerly known as Studio
Retail Limited), credit customer receivables now make up a
significant element of trade and other receivables. Further
disclosure with regards to the credit customer receivables and the
associated allowance for expected credit loss can be found at the
end of this note.
Certain of the Group's trade
receivables are funded through a securitisation facility that is
secured against those receivables. The finance provider will seek
repayment of the finance, as to both principal and interest, only
to the extent that collections from the trade receivables financed
allows and the benefit of additional collections remains with the
Group. At the period end, receivables of £168.7m (28 April 2024:
£201.3m, 29 October 2023: £232.8m) were eligible to be funded via
the securitisation facility, and the facilities utilised
were £106.3m (28 April 2024: £126.8m, 29
October 2023: £146.3m).
Other information
On average, interest is charged
at 3.1% (FY24 H1: 3.4%) per month on the
outstanding balance.
The Group will undertake a
reasonable assessment of the creditworthiness of a customer before
opening a new credit account or significantly increasing the credit
limit on that credit account. The Group will only offer credit
limit increases for those customers that can reasonably be expected
to be able to afford and sustain the increased repayments in line
with the affordability and creditworthiness assessment. There are
no customers who represent more than 1% of the total balance of the
Group's trade receivables.
Where appropriate, the Group will
offer forbearance to allow customers reasonable time to repay the
debt. The Group will ensure that the forbearance option deployed is
suitable in light of the customer's circumstances (paying due
regard to current and future personal and financial circumstances).
Where repayment plans are agreed, the Group will ensure that these
are affordable to the customer and that unreasonable or
unsustainable amounts are not requested. At the balance sheet date
there were 30,256 accounts with total gross balances of £18.9m (28
April 2024: 25,170 with total gross balances of £16.6m, 29 October
2023: 22,291 with total gross balances of £14.9m) on repayment
plans. Provisions are assessed as detailed above.
During the current period, overdue
receivables with a gross value of £14.9m (28 April 2024: £35.6m, 29
October 2023: £16.2m) were sold to third party debt collection
agencies. As a result of the sales, the contractual rights to
receive the cash flows from these assets were transferred to the
purchasers. Any gain or loss between actual recovery and expected
recovery is reflected within the impairment charge.
Allowance for expected credit loss
The following tables provide
information about the exposure to credit risk and ECLs for trade
receivables from individual customers as at 27 October
2024:
|
27 October 2024
(unaudited)
|
29 October 2023
(unaudited)
|
28 April 2024
(audited)
|
|
Trade
receivables
(£m)
|
Trade receivables on
forbearance arrangements
(£m)
|
Total
(£m)
|
Trade
receivables
(£m)
|
Trade receivables on
forbearance arrangements
(£m)
|
Total
(£m)
|
Trade
receivables
(£m)
|
Trade receivables on
forbearance arrangements
(£m)
|
Total
(£m)
|
Ageing of trade
receivables
|
|
|
|
|
|
|
|
|
|
Not past
due
|
202.5
|
17.6
|
220.1
|
226.8
|
13.5
|
240.3
|
206.7
|
15.7
|
222.4
|
Past due
|
|
|
|
|
|
|
|
|
|
0 - 60
days
|
17.1
|
1.2
|
18.3
|
23.3
|
1.4
|
24.7
|
22.0
|
0.9
|
22.9
|
60 - 120
days
|
6.5
|
0.1
|
6.6
|
8.9
|
-
|
8.9
|
9.3
|
-
|
9.3
|
120+
days
|
31.1
|
-
|
31.1
|
35.7
|
-
|
35.7
|
32.3
|
-
|
32.3
|
Gross trade
receivables
|
257.2
|
18.9
|
276.1
|
294.7
|
14.9
|
309.6
|
270.3
|
16.6
|
286.9
|
Allowance
for expected credit loss
|
(67.6)
|
(12.9)
|
(80.5)
|
(87.7)
|
(10.4)
|
(98.1)
|
(69.0)
|
(11.7)
|
(80.7)
|
Carrying
value
|
189.6
|
6.0
|
195.6
|
207.0
|
4.5
|
211.5
|
201.3
|
4.9
|
206.2
|
29 April 2024 to 27 October
2024
|
|
Stage 1
(£m)
|
Stage 2
(£m)
|
Stage 3
(£m)
|
Total
(unaudited)
(£m)
|
Consumer credit
receivables
|
181.2
|
41.5
|
53.4
|
276.1
|
Allowance for doubtful
debts:
|
|
|
|
|
28 April
2024
|
(17.7)
|
(18.9)
|
(44.1)
|
(80.7)
|
Impairment charge
|
(1.5)
|
(2.9)
|
(9.8)
|
(14.2)
|
Utilisation in period
|
0.6
|
3.8
|
10.0
|
14.4
|
Closing
balance
|
(18.6)
|
(18.0)
|
(43.9)
|
(80.5)
|
Carrying
value
|
162.6
|
23.5
|
9.5
|
195.6
|
|
29 April 2024 to 27 October 2024
(unaudited)
(£m)
|
1
May 2023 to 29 October 2023
(unaudited)
(£m)
|
1
May 2023 to 28 April 2024
(audited)
(£m)
|
Impairment charge impacting on provision
|
(14.2)
|
(19.5)
|
(21.8)
|
Recoveries
|
2.6
|
6.0
|
9.5
|
Other
|
(1.0)
|
(1.7)
|
(8.3)
|
Impairment
charge
|
(12.6)
|
(15.2)
|
(20.6)
|
Sensitivity analysis
Management judgement is required
in setting assumptions around probabilities of default, cash
recoveries and the weighting of macro-economic scenarios applied to
the impairment model, which have a material impact on the results
indicated by the model.
A 1% increase/decrease in the
probability of default would increase/decrease the provision amount
by approximately £1.6m (FY24: £1.4m).
A 1% increase/decrease in the
assumed recoveries rate would result in the impairment provision
decreasing/increasing by approximately £0.6m (FY24:
£0.8m).
10. PROVISIONS
26 weeks ended 27 October
2024 (unaudited)
|
Legal and regulatory
(£m)
|
Property related
(£m)
|
Financial services related
(£m)
|
Other
(£m)
|
Total
(£m)
|
At 28 April
2024
|
123.7
|
124.1
|
8.2
|
3.0
|
259.0
|
Amounts
provided
|
-
|
10.4
|
-
|
0.1
|
10.5
|
Amounts
utilised / reversed
|
(5.1)
|
(22.4)
|
-
|
(0.4)
|
(27.9)
|
At 27 October
2024
|
118.6
|
112.1
|
8.2
|
2.7
|
241.6
|
26 weeks ended 23 October
2023 (unaudited)
|
Legal and regulatory
(£m)
|
Property related
(£m)
|
Financial services related
(£m)
|
Other
(£m)
|
Total
(£m)
|
At 30 April
2023
|
123.5
|
166.7
|
16.0
|
0.3
|
306.5
|
Amounts
provided
|
-
|
6.0
|
-
|
-
|
6.0
|
Amounts
utilised / reversed
|
(9.2)
|
(35.1)
|
(11.1)
|
2.8
|
(52.6)
|
At 29 October
2023
|
114.3
|
137.6
|
4.9
|
3.1
|
259.9
|
52 weeks ended 28 April 2024
(audited)
|
Legal and regulatory
(£m)
|
Property related
(£m)
|
Financial services related
(£m)
|
Other
(£m)
|
Total
(£m)
|
At 30 April
2023
|
123.5
|
166.7
|
16.0
|
0.3
|
306.5
|
Acquired
through business combinations
|
-
|
12.3
|
-
|
-
|
12.3
|
Amounts
provided
|
24.1
|
38.5
|
1.6
|
2.7
|
66.9
|
Amounts
utilised / reversed
|
(23.9)
|
(93.4)
|
(9.4)
|
-
|
(126.7)
|
At 28 April
2024
|
123.7
|
124.1
|
8.2
|
3.0
|
259.0
|
Financial services related and other
provisions are categorised as current liabilities, while legal and
regulatory and property related provisions are
non-current.
Legal and regulatory provisions
Legal and regulatory provisions
reflect management's best estimate of the potential costs arising
from the settlement of outstanding disputes of a commercial and
regulatory nature.
A substantial portion of the
amounts provided relates to ongoing legal claims and non-UK tax
enquiries. In accordance with IAS37.92, management have concluded
that it would prejudice seriously the position of the Group to
provide further specific disclosures in respect of amounts provided
for legal claims and non-UK tax enquiries.
The timing of the outcome of legal
claims and non-UK tax inquiries is dependent on factors outside the
Group's control and therefore the timing of settlement is
uncertain. After taking appropriate legal advice, the outcomes of
these claims are not expected to give rise to a material loss in
excess of the amounts provided.
Property related provisions
Included within property related
provisions are provisions for dilapidations
and onerous lease contracts in respect of
the Group's retail stores and warehouses. Further details of
management's estimates are included in note 2.
Financial services provisions
Details in respect of these
balances can be found in note 2.
As a regulated business, Frasers
Group Financial Services Limited has an obligation to proactively
review its business to ensure that appropriate outcomes were
delivered to customers. £8.3m remains provided at 27 October 2024
(28 April 2024: £8.2m, 29 October 2023:
£4.9m) in respect of the probable costs of
remediating customers who may have been adversely impacted by
legacy decisions and this is expected to be utilised within 12
months of the balance sheet date.
Other provisions
Other provisions relate to
provisions for restructuring and employment (non-retirement
related).
11. FINANCIAL INSTRUMENTS
(a) Financial assets and liabilities by category and fair
value hierarchy
The fair value hierarchy for
financial assets and liabilities, which are principally denominated
in Sterling or US Dollars, were as follows:
27
October 2024 (unaudited)
|
Level 1
(£m)
|
Level 2
(£m)
|
Level 3
(£m)
|
Other
(£m)
|
Total
(£m)
|
FINANCIAL
ASSETS
|
|
|
|
|
|
Amortised
cost:
|
|
|
|
|
|
Trade and
other receivables*
|
-
|
-
|
-
|
590.9
|
590.9
|
Cash and
cash equivalents
|
-
|
-
|
-
|
323.7
|
323.7
|
Amounts
owed by related parties
|
-
|
-
|
-
|
13.3
|
13.3
|
|
|
|
|
|
|
FVOCI:
|
|
|
|
|
|
Long Term
Financial Assets (Equity Instruments)
|
1,007.2
|
-
|
-
|
-
|
1,007.2
|
|
|
|
|
|
|
Derivative financial assets
(FV):
|
|
|
|
|
|
Foreign
forward purchase and sales contracts
|
-
|
63.7
|
-
|
-
|
63.7
|
Derivative financial assets - contracts for difference &
equity options
|
-
|
14.6
|
-
|
-
|
14.6
|
Interest
rate swaps
|
-
|
12.4
|
-
|
-
|
12.4
|
|
-
|
90.7
|
-
|
-
|
90.7
|
FINANCIAL
LIABILITIES
|
|
|
|
|
|
Amortised
cost:
|
|
|
|
|
|
Non-current borrowings
|
-
|
-
|
-
|
(1,155.0)
|
(1,155.0)
|
Trade and
other payables**
|
-
|
-
|
-
|
(700.4)
|
(700.4)
|
IFRS 16
lease liabilities
|
-
|
-
|
-
|
(608.3)
|
(608.3)
|
|
|
|
|
|
|
Derivative financial
liabilities (FV):
|
|
|
|
|
|
Foreign
forward and written options purchase and sales contracts -
unhedged
|
-
|
(14.7)
|
-
|
-
|
(14.7)
|
Derivative financial liabilities - contracts for difference
& equity options
|
-
|
(79.8)
|
-
|
-
|
(79.8)
|
|
-
|
(94.5)
|
-
|
-
|
(94.5)
|
*Prepayments of £116.9m are not
included as a financial asset.
**Other taxes including social security costs of £52.1m are not
included as a financial liability.
29
October 2023 (unaudited)
|
Level 1
(£m)
|
Level 2
(£m)
|
Level 3
(£m)
|
Other
(£m)
|
Total
(£m)
|
FINANCIAL
ASSETS
|
|
|
|
|
|
Amortised
cost:
|
|
|
|
|
|
Trade and
other receivables*
|
-
|
-
|
-
|
680.6
|
680.6
|
Cash and
cash equivalents
|
-
|
-
|
-
|
266.7
|
266.7
|
Amounts
owed by related parties
|
-
|
-
|
-
|
6.8
|
6.8
|
|
|
|
|
|
|
FVOCI:
|
|
|
|
|
|
Long Term
Financial Assets (Equity Instruments)
|
410.7
|
-
|
-
|
-
|
410.7
|
|
|
|
|
|
|
Derivative financial assets
(FV):
|
|
|
|
|
|
Foreign
forward purchase and sales contracts
|
-
|
63.7
|
-
|
-
|
63.7
|
Derivative financial assets - contracts for difference &
equity options
|
-
|
0.7
|
-
|
-
|
0.7
|
Interest
rate swaps
|
-
|
28.2
|
-
|
-
|
28.2
|
|
-
|
92.6
|
-
|
-
|
92.6
|
FINANCIAL
LIABILITIES
|
|
|
|
|
|
Amortised
cost:
|
|
|
|
|
|
Non-current borrowings
|
-
|
-
|
-
|
(864.2)
|
(864.2)
|
Trade and
other payables**
|
-
|
-
|
-
|
(791.7)
|
(791.7)
|
IFRS 16
lease liabilities
|
-
|
-
|
-
|
(684.2)
|
(684.2)
|
|
|
|
|
|
|
Derivative financial
liabilities (FV):
|
|
|
|
|
|
Foreign
forward and written options purchase and sales contracts -
unhedged
|
-
|
(15.7)
|
-
|
-
|
(15.7)
|
Derivative financial liabilities - contracts for difference
& equity options
|
-
|
(76.4)
|
-
|
-
|
(76.4)
|
|
-
|
(92.1)
|
-
|
-
|
(92.1)
|
*Prepayments of £103.3m are not
included as a financial asset.
**Other taxes including social security costs of £83.2m are not
included as a financial liability.
28
April 2024 (audited)
|
Level 1
(£m)
|
Level 2
(£m)
|
Level 3
(£m)
|
Other
(£m)
|
Total
(£m)
|
FINANCIAL
ASSETS
|
|
|
|
|
|
Amortised
cost:
|
|
|
|
|
|
Trade and
other receivables*
|
-
|
-
|
-
|
564.9
|
564.9
|
Cash and
cash equivalents
|
-
|
-
|
-
|
358.6
|
358.6
|
Amounts
owed by related parties
|
-
|
-
|
-
|
6.6
|
6.6
|
|
|
|
|
|
|
FVOCI:
|
|
|
|
|
|
Long Term
Financial Assets (Equity Instruments)
|
495.4
|
-
|
-
|
-
|
495.4
|
|
|
|
|
|
|
Derivative financial assets
(FV):
|
|
|
|
|
|
Foreign
forward purchase and sales contracts
|
-
|
65.9
|
-
|
-
|
65.9
|
Interest
rate swaps
|
-
|
21.3
|
-
|
-
|
21.3
|
|
-
|
87.2
|
-
|
-
|
87.2
|
|
|
|
|
|
|
FINANCIAL
LIABILITIES
|
|
|
|
|
|
Amortised
cost:
|
|
|
|
|
|
Non-current borrowings
|
-
|
-
|
-
|
(806.2)
|
(806.2)
|
Trade and
other payables**
|
-
|
-
|
-
|
(661.7)
|
(661.7)
|
IFRS 16
lease liabilities
|
-
|
-
|
-
|
(646.3)
|
(646.3)
|
|
|
|
|
|
|
Derivative financial
liabilities (FV):
|
|
|
|
|
|
Foreign
forward and written options purchase and sales contracts -
unhedged
|
-
|
(8.6)
|
-
|
-
|
(8.6)
|
Derivative financial liabilities - contracts for difference
& equity options
|
-
|
(54.2)
|
-
|
-
|
(54.2)
|
|
-
|
(62.8)
|
-
|
-
|
(62.8)
|
*Prepayments of £103.4m are not
included as a financial asset.
**Other taxes including social security costs of £22.2m are not
included as a financial liability.
(b) Financial assets and liabilities
Fair value hierarchy
The Group uses the following
hierarchy for determining and disclosing the fair value of
financial instruments by valuation technique:
• Level 1: quoted (unadjusted) prices in active markets for
identical assets or liabilities;
|
• Level 2: other techniques for which all inputs which have a
significant effect on the recorded fair value are observable,
either directly or indirectly; and
|
• Level 3: techniques which use inputs which have a significant
effect on the recorded fair value that are not based on observable
market data.
|
Contracts for difference are
classified as Level 2 as the fair value is calculated using quoted
prices for listed shares at contract inception and the period
end.
Foreign forward purchase and sales
contracts and options are classified as Level 2, the Group enters
into these derivative financial instruments with various
counterparties, principally financial institutions with investment
grade credit ratings. Foreign exchange forward contracts and
options are valued using valuation techniques, which employ the use
of market observable inputs. The most frequently applied valuation
techniques include forward pricing and swap models using present
value calculations. The models incorporate various inputs including
the credit quality of counterparties, foreign exchange spot and
forward rates, and yield curves of the respective
currencies.
Long-term financial assets such as
equity instruments are classified as Level 1 as the fair value is
calculated using quoted prices.
Sold options are classified as
Level 2 as the fair value is calculated using other techniques,
where inputs are observable.
Trade receivables / payables,
amounts owed from related parties, other receivables / payables,
cash and cash equivalents and current / non-current borrowings are
held at amortised cost.
The maximum exposure to credit
risk as at 27 October 2024 is the carrying value of each class of
asset in the Balance Sheet, except for amounts owed from related
parties which is the gross carrying amount of £46.0m (29 October
2023: £30.0m, 28 April 2024: £44.0m).
(c) Derivatives: Foreign currency forward
contracts
(c)(i) Hedged currency instruments
The most significant exposure to
foreign exchange fluctuations relates to purchases made in foreign
currencies, principally the US Dollar, and online sales in Euros.
The Group's policy is to reduce substantially the risk associated
with foreign currency spot rates by using forward fixed rate
currency purchase contracts, taking into account any foreign
currency cash flows. The Group does not hold or issue derivative
financial instruments for trading purposes, however if derivatives,
including both forwards and written options, do not qualify for
hedge accounting they are accounted for as such and accordingly any
gain or loss is recognised immediately in the Income Statement.
Management are of the view that there is a substantive distinct
business purpose for entering into the written options and a
strategy for managing the written options independently of the
forward contracts. The forward and written options contracts are
therefore not viewed as one contract and hedge accounting for the
forwards is permitted under IFRS 9 Financial Instruments.
Hedge effectiveness is determined
at inception of the hedge relationship and at every reporting
period end through the assessment of the hedged items and hedging
instrument to determine whether there is still an economic
relationship between the two.
The critical terms of the foreign
currency forwards entered into exactly match the terms of the
hedged item. As such the economic relationship and hedge
effectiveness are based on the qualitative factors and the use of a
hypothetical derivative where appropriate. Hedge ineffectiveness
may arise where the critical terms of the forecast transaction no
longer meet those of the hedging instrument, for example if there
was a change in the timing of the forecast sales transactions from
what was initially estimated, or if the volume of currency in the
hedged item was below expectations leading to over-hedging.
Differences can arise when the initial value on the hedging
instrument is not zero.
The hedged items and the hedging
instrument are denominated in the same currency and as a result the
hedging ratio is always one to one.
All derivative financial
instruments used for hedge accounting are recognised initially at
fair value and reported subsequently at fair value in the Statement
of Financial Position. To the extent that the hedge is effective,
changes in the fair value of derivatives designated as hedging
instruments in cash flow hedges are recognised in other
comprehensive income and included within the cash flow hedge
reserve in equity. Any ineffectiveness in the hedge relationship is
recognised immediately in profit or loss.
At the time the hedged item
affects profit or loss, any gain or loss previously recognised in
other comprehensive income is reclassified from equity to profit or
loss and presented as a reclassification adjustment within other
comprehensive income. If a forecast transaction is no longer
expected to occur, any related gain or loss recognised in other
comprehensive income is transferred immediately to profit or loss.
If the hedging relationship ceases to meet the effectiveness
conditions, hedge accounting is discontinued, and the related gain
or loss is held in the equity reserve until the forecast
transaction occurs.
The fair value of hedged contracts
as at 27 October 2024 was:
|
27 October 2024
(unaudited)
(£m)
|
29 October 2023
(unaudited)
(£m)
|
28 April 2024
(audited)
(£m)
|
Assets
|
|
|
|
US Dollar
purchases - GBP
|
4.5
|
6.4
|
9.7
|
US Dollar
purchases - EUR
|
-
|
4.7
|
-
|
Euro
sales
|
43.8
|
35.7
|
41.4
|
Total
|
48.3
|
46.8
|
51.1
|
Liabilities
|
|
|
|
US Dollar
purchases - GBP
|
2.2
|
-
|
-
|
Total
|
2.2
|
-
|
-
|
The details of hedged forward
foreign currency purchase contracts and contracted forward rates
were as follows:
|
27 October 2024
(unaudited)
|
29 October 2023
(unaudited)
|
28 April 2024
(audited)
|
|
Currency (millions)
|
GBP
(millions)
|
Rates
|
Currency (millions)
|
GBP
(millions)
|
Rates
|
Currency (millions)
|
GBP
(millions)
|
Rates
|
Euro
sales (EUR / GBP)
|
336.0
|
329.4
|
0.98 - 1.08
|
576.0
|
550.3
|
0.98 - 1.09
|
456.0
|
440.1
|
0.98 - 1.08
|
US Dollar
purchases (USD / GBP)
|
720.0
|
554.4
|
1.27 - 1.32
|
390.0
|
318.2
|
1.21 - 1.26
|
275.0
|
209.9
|
1.30
|
US Dollar
purchases (USD / EUR)
|
-
|
-
|
-
|
30.0
|
22.9
|
1.30
|
-
|
-
|
-
|
The timing of the contracts is as
follows:
Currency
|
Hedging against
|
Currency value
|
Timing
|
Rates
|
EUR / GBP
|
Euro sales
|
USD 720m
|
FY25 - FY26
|
0.98 - 1.08
|
USD / GBP
|
USD inventory purchases
|
EUR 336m
|
FY25 - FY26
|
1.27 - 1.32
|
Hedge ineffectiveness may arise
where the critical terms of the forecast transaction no longer meet
those of the hedging instrument, for example if there was a change
in the timing of the forecast sales transactions from what was
initially estimated or if the volume of currency in the hedged item
was below expectations leading to over-hedging.
At 27 October 2024 £554.4m of
purchase contracts (29 October 2023: £341.1m; 28 April 2024:
£209.9m) and £329.4m of forward sales contracts (29 October 2023:
£550.3m; 28 April 2024: £440.1m) qualified for hedge accounting and
the gain on fair valuation of these contracts of £5.8m (29 October
2023: £10.7m, 30 April 2024: £24.8m) has therefore been recognised
in other comprehensive income.
At 27 October 2024, £240.0m hedged
purchase contracts had a maturity of greater than 12 months (29
October 2023: £16.5m; 28 April 2024: £nil) and £109.3m of hedged
sales contracts had a maturity of greater than 12 months (29
October 2023: £329.4m; 28 April 2024: £216.0m).
The movements through the hedging
reserve are:
|
USD/GBP
|
EUR/GBP
|
USD/EUR
|
Total Hedge
Movement
|
Deferred
Tax
|
Total Hedging
Reserve
|
As at 30 April 2023
(audited)
|
6.1
|
11.8
|
0.1
|
18.0
|
(4.0)
|
14.0
|
Recognised
|
3.5
|
6.0
|
1.2
|
10.7
|
-
|
10.7
|
Reclassified in sales
|
-
|
(1.5)
|
-
|
(1.5)
|
-
|
(1.5)
|
Reclassified in inventory / cost of sales
|
1.3
|
-
|
(3.7)
|
(2.4)
|
-
|
(2.4)
|
Deferred
tax
|
-
|
-
|
-
|
-
|
(2.1)
|
(2.1)
|
As at 29 October 2023
(unaudited)
|
10.9
|
16.3
|
(2.4)
|
24.8
|
(6.1)
|
18.7
|
Recognised
|
(2.9)
|
18.2
|
(1.2)
|
14.1
|
-
|
14.1
|
Reclassified in sales
|
-
|
(4.6)
|
-
|
(4.6)
|
-
|
(4.6)
|
Reclassified in inventory / cost of sales
|
(9.3)
|
-
|
3.6
|
(5.7)
|
-
|
(5.7)
|
Deferred
tax
|
-
|
-
|
-
|
-
|
(0.8)
|
(0.8)
|
As at 28 April 2024
(audited)
|
(1.3)
|
29.9
|
-
|
28.6
|
(6.9)
|
21.7
|
Recognised
|
9.7
|
(3.9)
|
-
|
5.8
|
-
|
5.8
|
Reclassified in sales
|
(3.5)
|
-
|
-
|
(3.5)
|
-
|
(3.5)
|
Reclassified in inventory / cost of sales
|
-
|
(1.4)
|
-
|
(1.4)
|
-
|
(1.4)
|
Deferred
tax
|
-
|
-
|
-
|
-
|
(0.3)
|
(0.3)
|
As at 27 October 2024
(unaudited)
|
4.9
|
24.6
|
-
|
29.5
|
(7.2)
|
22.3
|
(c)(ii) Unhedged currency instruments
The sterling principal amounts of
unhedged forward contracts and written currency option contracts
and the contracted rates were as follows:
|
27 October 2024
(unaudited)
(£m)
|
29 October 2023
(unaudited)
(£m)
|
28 April 2024
(audited)
(£m)
|
US Dollar
purchases - GBP
|
170.2
|
462.9
|
183.2
|
Contracted rates USD / GBP
|
1.41
|
1.21 - 1.26
|
1.31
|
US Dollar
purchases - EUR
|
22.9
|
71.4
|
76.8
|
Contracted rates USD / EUR
|
1.31
|
1.11 - 1.31
|
1.04 - 1.31
|
Euro
sales
|
440.4
|
1,116.0
|
992.0
|
Contracted rates EUR / GBP
|
1.09
|
0.98 - 1.09
|
0.98 - 1.09
|
Euro
costs
|
559.4
|
1,116.0
|
992.0
|
Contracted rates EUR / GBP
|
1.20 - 1.22
|
0.98 - 1.09
|
0.98 - 1.09
|
AUD
costs
|
119.4
|
1,116.0
|
992.0
|
Contracted rates AUD / GBP
|
2.01
|
0.98 - 1.09
|
0.98 - 1.09
|
Included within finance costs,
classified within fair value adjustment to derivatives, is a loss
on fair value of unhedged forward contracts, written currency
option contracts and swaps of £8.8m (29 October 2023: gain of
£15.7m included in finance income, 28
April 2024: gain of £13.5m included in finance income).
At 27 October
2024, £220.2m of
unhedged purchase contracts had a maturity at
inception of greater than 12 months (29 October 2023:
£20.0m, 28 April 2024: £nil) and
£326.6m of unhedged sales contracts had a
maturity at inception of greater than 12 months (29 October 2023:
£816.0m, 28 April 2024:
£550.8m).
These contracts form part of the
treasury management activities, which incorporates the risk
management strategy for areas that are not reliable enough in
timing and amount to qualify for hedge accounting. This includes
acquisitions, disposals of overseas subsidiaries, related working
capital requirements, dividends and loan repayments from overseas
subsidiaries and purchase and sale of overseas property. Written
options carry additional risk as the exercise of the option lies
with the purchaser. The options involve the Group receiving a
premium on inception in exchange for accepting that risk and the
outcome is that the bank may require the Group to sell Euros or buy
USD. However, the Group is satisfied that the use of options as a
treasury management tool is appropriate.
The October 2024 values above
excludes short term swaps of EUR/GBP of EUR 325m and AUD/GBP of AUD
126m which are required for treasury management purposes only (29
October 2023: USD/EUR of EUR 70m and EUR/GBP of EUR 120m; 28 April
2024: EUR/GBP of EUR 300m and USD EUR of USD 50m short term
swaps).
(d) Interest rate swaps
The Group uses interest rate swaps
to manage its exposure to interest rate movements on its bank
borrowings. The Group has one contract in place that fixes interest
payments on variable rate debt. The contract covers a notional
amount of £250.0m and fixes the interest rate at 0.985% per annum
until 29 May 2026. A second contract covered a notional amount of
£100.0m and fixed the interest rate at 0.45% per annum until 2
September 2024, expiring in the period. The fair value of these
interest rate swaps is an asset of £12.4m (28 April 2024:
£21.3m; 29 October
2023: £28.2m). The fair value loss of £8.9m has been recognised in
finance costs classified as fair value adjustments to
derivatives.
Capital Management
The capital structure of the Group
consists of equity attributable to the equity holders of the parent
company, comprising issued share capital (less treasury shares),
share premium, retained earnings and cash and
borrowings.
It is the Group's policy to
maintain a strong capital base so as to maintain investor, creditor
and market confidence and to sustain the development of the
business.
In respect of equity, the Board has
decided, in order to maximise flexibility in the near term with
regards to a number of inorganic growth opportunities under review,
not to return any cash by way of a final dividend at this
time.
The Board is committed to keeping
this policy under review and to looking to evaluate methods of
returning cash to shareholders when appropriate.
The objective of the share scheme
is to encourage employee share ownership and to link employee's
remuneration to the performance of the Company. It is not designed
as a means of managing capital. From time to time the Board may
initiate share buy back programmes.
In respect of cash and borrowings,
the Board regularly monitors the ratio of net debt to Reported
EBITDA (Pre-IFRS 16), the working capital requirements and
forecasted cash flows, however no minimum or maximum ratios are set
outside of maintaining a ratio of net debt to Reported EBITDA (pre
IFRS 16) below 3.0.
Based on this analysis, the Board
determines the appropriate return to equity holders whilst ensuring
sufficient capital is retained within the Group to meet its
strategic objectives, including but not limited to, acquisition
opportunities.
The Group allocates capital in the
following order:
- The existing business such as automation and
infrastructure
- Growth opportunities such as acquisitions and property
purchases
- Strategic investments where the Group believes that there is a
mutually beneficial commercial relationship
- Returns to shareholders in the form of share buy
backs
These capital management policies
have remained unchanged from the prior period.
12. POST BALANCE SHEET
EVENTS
The Group has continued to
increase its holdings across its strategic investments portfolio
through the following transactions after the period end:
• It was announced on 29 October
2024 that the Group acquired an additional holding in Boohoo Group
PLC bringing total ownership to 27.0%.
• It was announced on 28 October
2024 that the Group had increased it's holding in AO World PLC
bringing total ownership to 24.0%.
• It was announced on 8 November
2024 that the Group had increased it's holding in ASOS PLC bringing
total ownership to 24.2%.
On 26 November 2024, the Group
confirmed that it had come to an agreement to acquire Holdsport
Group. The transaction is subject to customary regulatory approvals
and is expected to close in the coming months. The fair value of
the assets acquired and liabilities assumed cannot be quantified as
no fair value exercise has been carried out by the date of this
report. Due to the proximity of this acquisition to the date of
issue of these condensed consolidated financial statements, it is
impracticable for the pro forma revenue and profit to be
disclosed.
13. CAPITAL COMMITMENTS
The Group had capital commitments
of £3.8m as at 27 October 2024 (29 October 2023: £56.5m; 28 April
2024 £nil) relating to plant and machinery, and property
purchases.
14. RELATED PARTY TRANSACTIONS
The Group has taken advantage of
the exemptions contained within IAS 24 Related Party Disclosures from the
requirement to disclose transactions between group companies as
these have been eliminated on consolidation.
The Group entered into the following
material transactions with related parties:
26 weeks ended 27 October 2024
(unaudited):
Related
party
|
Relationship
|
Sales
(£m)
|
Purchases
(£m)
|
Trade and other
receivables
(£m)
|
Trade and other
payables
(£m)
|
Four
(Holdings) Limited & subsidiaries(1)
|
Associate
|
1.3
|
23.1
|
12.8
|
4.1
|
Mash
Holdings Limited
|
Parent
company
|
-
|
-
|
0.2
|
-
|
Mike
Ashley(2)
|
Majority shareholder
|
0.7
|
-
|
-
|
-
|
Reath SW
Limited
|
Connected persons
|
-
|
0.3
|
-
|
0.1
|
VX3
Limited
|
Associate
|
-
|
-
|
0.3
|
-
|
IWL
Realisations 2023 Ltd
|
Associate
|
0.4
|
0.2
|
-
|
-
|
Kangol
LLC
|
Associate
|
-
|
0.2
|
-
|
-
|
(1) The outstanding
balance with Four (Holdings) Limited reflects the funding related
to Agent Provocateur. Management consider that the underlying
results of Four (Holdings) Limited supports the recoverability of
the receivables balance. The results of Four (Holdings) Limited are
not material on the basis of net assets and profit before tax,
subsequently detailed disclosures have not been presented under
IFRS 12 Disclosure of Interests
in Other Entities.
(2) Use of the Company
jet and helicopter are charged at commercial rates.
26 weeks ended 29 October 2023
(unaudited):
Related
party
|
Relationship
|
Sales
(£m)
|
Purchases
(£m)
|
Trade and other
receivables
(£m)
|
Trade and other
payables
(£m)
|
Four
(Holdings) Limited & subsidiaries(1)
|
Associate
|
0.2
|
25.8
|
6.8
|
-
|
Mash
Holdings Limited
|
Parent
company
|
-
|
-
|
0.2
|
-
|
Mike
Ashley(2)
|
Majority shareholder
|
1.1
|
-
|
-
|
-
|
Rangers
Retail Limited
|
Associate
|
-
|
-
|
-
|
0.1
|
Tymit
Limited
|
Associate
|
-
|
0.2
|
-
|
-
|
Reath SW
Limited
|
Connected persons
|
-
|
0.3
|
-
|
0.1
|
(1) The outstanding
balance with Four (Holdings) Limited reflects the funding related
to Agent Provocateur. Management consider that the underlying
results of Four (Holdings) Limited supports the recoverability of
the receivables balance. The results of Four (Holdings) Limited are
not material on the basis of net assets and profit before tax,
subsequently detailed disclosures have not been presented under
IFRS 12 Disclosure of Interest in
Other Entities.
(2) Use of the Company
jet and helicopter are charged at commercial rates.
52 weeks ended 28 April 2024
(audited):
Related
party
|
Relationship
|
Sales
(£m)
|
Purchases
(£m)
|
Trade and other
receivables
(£m)
|
Trade and other
payables
(£m)
|
Four
(Holdings) Limited & subsidiaries (1)
|
Associate
|
2.5
|
35.7
|
6.4
|
1.6
|
Mash
Holdings Limited
|
Parent
company
|
-
|
-
|
0.2
|
-
|
Mike
Ashley (2)
|
Majority shareholder
|
2.7
|
-
|
-
|
-
|
Tymit
Ltd
|
Associate
|
-
|
0.2
|
-
|
-
|
Reath SW
Limited
|
Connected persons
|
-
|
0.6
|
-
|
0.1
|
X Channel
Marketing Limited
|
Associate
|
-
|
1.4
|
-
|
-
|
IWL
Realisations 2023 Ltd
|
Associate
|
0.1
|
-
|
-
|
-
|
(1) The outstanding
balance with Four (Holdings) Limited reflects the funding related
to Agent Provocateur. Management consider that the underlying
results of Four (Holdings) Limited supports the recoverability of
the receivables balance. The results of Four (Holdings) Limited are
not material on the basis of net assets and profit before tax,
subsequently detailed disclosures have not been presented under
IFRS 12.
(2) Use of the Company
jet and helicopter are charged at commercial rates.
The trade and other receivables
balance with Four (Holdings) Limited includes a loan balance of
£30m (gross of amounts recognised in respect of loss allowance)
which attracts interest at a rate of SONIA + 2.5% within current
assets (29 October 2023: £30.0m; 28 April 2024: £30.0m).
This has been accounted for at amortised cost in
accordance with IFRS 9 Financial Instruments. The
carrying value has been determined by assessing the recoverability
of the receivable balance, discounted at an
appropriate market rate of interest. £nil was recognised in the
period in respect of doubtful debts. The sales amounts in relation
to Four (Holdings) Limited relates to the interest charge on the
loan and the purchases relate to the purchase of clothing
products.
The trade and other receivables
balance includes a loan balance of £16.0m due from Tymit Ltd, an
associate. (gross of amounts recognised in respect of loss
allowance; £nil net of amounts recognised in respect of loss
allowance).
Reath SW Limited is a company in
which Robert Palmer, the Group's Company Secretary, is a director.
Reath SW Limited provide professional services to the
Group.