News
release
LEI: 213800TXKD6XZWOFTE12
1 February 2024
The Rank Group Plc ('Rank' or the
'Group')
Interim results for the six months ended
31 December 2023
Revenue and profit growth
across all businesses
Rank (LSE: RNK) is pleased to announce its
interim results for the six months ended 31 December
2023.
Overview
·
|
Like-for-like ('LFL') Net Gaming Revenue
('NGR') in H1 grew 9% year-on-year with all businesses in
growth.
|
·
|
LFL underlying operating profit increased to
£21.7m (H1 2022/23: £2.7m), reflecting both the growth in NGR and
the operating leverage of the Group.
|
·
|
High wage inflation of 8% (£8.3m higher LFL
employment cost in H1) was largely offset by declining energy
prices (£5.4m LFL saving on the prior period).
|
·
|
£120m of new debt facilities agreed in January
2024, comprising £30m Term Loan to October 2026 and £90m Revolving
Credit Facility to January 2027.
|
·
|
The Group's strong financial position is
enabling ongoing investment in our venues and digital businesses
and positions the Group to take full advantage of any future
improvement in the macro-economic climate and the planned and much
needed reforms in the UK Government's review of gambling
legislation.
|
·
|
Our UK facing casino, bingo and digital
businesses successfully completed Gambling Commission compliance
assessments in calendar year 2023. The UK digital business also
successfully concluded a Gibraltar Commissioner assessment during
the period.
|
·
|
The Group's ESG strategy continues to make
good progress, with the Net Zero plan significantly contributing to
reduced energy usage in the period and further improvement in
colleague engagement scores.
|
·
|
Good performance during the Christmas and New
Year trading period.
|
·
|
Full year underlying LFL operating profit
expected to be in line with our expectations.
|
Financial
highlights
|
H1 2023/24
|
H1
2022/23
|
Change
|
Financial
KPIs
|
Group underlying LFL net gaming
revenue (NGR)1
|
£362.6m
|
£332.6m
|
9%
|
Venues underlying LFL
NGR1
|
£254.2m
|
£231.8m
|
10%
|
Digital underlying LFL
NGR1
|
£108.4m
|
£100.8m
|
8%
|
Underlying LFL operating
profit1,2
|
£21.7m
|
£2.7m3
|
-
|
Net cash pre IFRS 16
|
£17.6m
|
£6.5m3
|
-
|
Underlying earnings / (loss) per
share2
|
2.9p
|
(1.2)p3
|
-
|
|
H1 2023/24
|
H1
2022/23
|
Change
|
Statutory performance
|
Reported NGR
|
£362.6m
|
£338.9m
|
7%
|
Group operating profit /
(loss)
|
£16.2m
|
£(103.0)m3
|
-
|
Profit / (loss) before
taxation
|
£10.4m
|
£(109.1)m3
|
-
|
Profit / (loss) after
taxation
|
£8.8m
|
£(102.9)m3
|
-
|
Net free cash flow
|
£23.5m
|
£(5.7)m
|
-
|
Net (debt)
|
£(144.7)m
|
£(162.7)m3
|
(11)%
|
Basic earnings / (loss) per
share
|
1.9p
|
(22.0)p3
|
-
|
Dividend per share
|
-
|
-
|
-
|
1. On a
like-for-like ('LFL') basis which removes the impact of club
openings, closures, foreign exchange movements and discontinued
operations.
2. Excludes
separately disclosed items.
3. Restated, refer
to CFO review for further details.
·
|
LFL underlying operating profit of £21.7m, up
from £2.7m3 in H1 2022/23 and £17.5m3 in H2
2022/23.
|
·
|
Statutory Group operating profit of £16.2m
compared to an operating loss of £103.0m in H1 2022/23.
|
·
|
Net cash pre IFRS 16 at 31 December 2023 was
£17.6m.
|
Operational
highlights
·
|
Grosvenor venues LFL NGR grew 10% in H1
compared to the prior year as the business continued to improve the
quality of its implementation of safer gambling measures and
upgraded products and facilities.
|
·
|
Grosvenor venues customer visits grew 8% with
spend per customer visit up 2%. Active customers grew
2%.
|
·
|
Mecca venues LFL NGR grew 9% on the prior year
with spend per visit up 7% on visits up 2%. Active customers
increased by 2%. Mecca's revenue and profitability continued to
benefit from the active management of the estate with one
additional closure in H1, taking the estate to 55
venues.
|
·
|
Enracha venues grew LFL NGR 10% in the period
with customer visit volumes up 9% and active customers growing by
9%. Spend per visit grew by 1%.
|
·
|
Digital NGR grew by 8% with strong growth in
Grosvenor and Mecca cross-channel customer revenues and in the Yo
brand in Spain.
|
·
|
The Spanish facing Yo and Enracha digital
brands were successfully relocated to Ceuta in December
2023.
|
·
|
The Group has continued to position itself for
the UK Government's planned reforms in gambling legislation which
are expected to be implemented during 2024.
|
·
|
Strong three-year revenue growth and cost
efficiency initiatives are in place across Rank to drive the
continued transformation of the Group.
|
Current trading
and outlook
The venues and digital businesses experienced
a busy trading period through the Christmas and New Year holiday
season with trading normalising throughout the rest of
January.
Whilst it remains a challenging economic
environment, we are positive about the future and expect LFL
operating profit for the year ending 30 June 2024 to be in line
with our expectations.
Dividend
The Board has not proposed an interim dividend
but expects to recommence dividend payments as soon as
circumstances permit.
John O'Reilly,
Chief Executive of The Rank Group Plc said:
"After what has been a very challenging few
years for Rank due to a wide range of external macro factors, we
are starting to build revenues and, with our strong operational
leverage, we are improving our profitability, with the Group
delivering revenue and operating profit growth across all
businesses.
We are well positioned to optimise the
opportunities afforded by the UK Government's planned land-based
regulatory reforms which will hopefully be implemented through the
passing of secondary legislation in the summer of 2024. These
reforms cannot come soon enough in enabling us to modernise our
proposition to better meet our customers' expectations.
We are making good progress with the strong
pipeline of development initiatives in both our UK and Spanish
digital brands to accelerate revenue and profit growth. Whilst we
expect UK digital growth to be offset in the short term by the
impact of new maximum online slot stakes and the impact of the
statutory levy in the UK, we are confident in the opportunities of
delivering a market leading cross channel experience for our
Grosvenor and Mecca customers. We are also excited to grow
our digital business in selected new markets, commencing later this
calendar year with the launch of the YoBingo brand in
Portugal.
I would like to express my considerable thanks
to my colleagues across the Group who continue to excite, entertain
and protect our customers, provide support to their local
communities and contribute significantly to the progress we are
making in the transformation of the Group. "
Definition of
terms:
·
|
Net gaming revenue ('NGR') is
revenue less customer incentives;
|
·
|
Underlying measures exclude the
impact of amortisation of acquired intangibles; profit or loss on
disposal of businesses; acquisition and disposal costs including
changes to deferred or contingent consideration; impairment
charges; reversal of impairment charges; restructuring costs as
part of an announced programme; retranslation and remeasurement of
foreign currency contingent consideration; discontinued operations,
significant material proceeds from tax appeals and the tax impact
of these, should they occur in the period. Collectively these
items are referred to as separately disclosed items
('SDIs');
|
·
|
EBIT is operating profit before
SDIs;
|
·
|
Underlying earnings per share is
calculated by adjusting profit attributable to equity shareholders
to exclude SDIs;
|
·
|
'H1 2023/24' refers to the six-month
period to 31 December 2023 and 'H1
2022/23' refers to the six-month period to 31 December
2022;
|
·
|
Like-for-like ('LFL') measures
have been disclosed in this report to show the impact of club
openings, closures, acquired businesses, foreign exchange movements
and discontinued operations;
|
·
|
Prior year LFL measures are
amended to show an appropriate comparative for the impact of club
openings, disposals, closures acquired businesses,
foreign exchange movements and discontinued
operations;
|
·
|
The Group results make reference
to 'underlying' results alongside our statutory results, which we
believe will be more useful to readers as we manage our business
using these adjusted measures. The directors believe that
SDIs impair visibility of the underlying performance of the Group's
business because these items are often material, non-recurring and
do not relate to the underlying trading performance.
Accordingly, these are excluded from our non-GAAP measurement of
revenue, EBITDA, operating profit, profit before tax and underlying
EPS. Underlying measures are the same as those used for
internal reports. Please refer to APMs for further details;
and
|
·
|
Venues includes Grosvenor venues,
Mecca venues and Enracha venues.
|
Enquiries
|
|
|
|
The Rank Group Plc
|
|
Sarah Powell, director of investor
relations and communications (investor enquiries)
|
Tel: 01628 504 303
|
David Williams, director of public
affairs (media enquiries)
|
Tel: 01628 504 295
|
|
|
FTI Consulting LLP
|
|
Ed Bridges
|
Tel: 020 3727 1067
|
Alex Beagley
|
Tel: 020 3727 1045
|
Photographs available from
www.rank.com
Analyst meeting and webcast
details:
Thursday 1
February 2024
There will be an analyst meeting at
9.30am, admittance to which is by invitation only. There will also
be a simultaneous webcast of the
meeting.
For the live webcast, please
register at www.rank.com or on https://brrmedia.news/RNKIR2324. A
replay of the webcast and a copy of the slide presentation will be
made available on the website later. The webcast will be available
for a period of six months.
Forward-looking
statements
This announcement includes
'forward-looking statements'. These statements contain the words
'anticipate', 'believe', 'intend, 'estimate', 'expect' and words of
similar meaning. All statements, other than statements of
historical facts included in this announcement, including, without
limitation, those regarding the Group's financial position,
business strategy, plans and objectives of management for future
operations (including development plans and objectives relating to
the Group's products and services) are forward-looking statements
that are based on current expectations. Such forward-looking
statements involve known and unknown risks, uncertainties and other
important factors that could cause the actual results, performance,
achievements or financial position of the Group to be materially
different from future results, performance, achievements or financial position expressed or implied by
such forward-looking statements. Such forward-looking statements
are based on numerous assumptions regarding the Group's operating
performance, present and future business strategies, and the
environment in which the Group will operate in the future. These
forward-looking statements speak only as at the date of this
announcement. Subject to the Listing Rules of the Financial Conduct
Authority, the Group expressly disclaims any obligation or
undertaking, to disseminate any updates or revisions to any
forward-looking statements, contained herein to reflect any change
in the Group's expectations, with regard thereto or any change in
events, conditions or circumstances on which any such statement is
based. Past performance cannot be relied upon as a guide to future
performance.
Business
review
The six months to 31 December 2023 saw good
revenue and profit growth across all of the Group's business units.
In the UK, both Grosvenor and Mecca venues saw accelerated revenue
growth with profit conversion benefitting from the high operating
leverage and the year-on-year decline in energy prices, albeit
attenuated by rising employment costs. In Spain, Enracha venues
continues to trade very strongly with revenues above pre-pandemic
levels. In Digital, the continued growth in revenue is driving much
stronger profitability and, despite the impact of the upcoming
regulatory changes, we anticipate further margin improvements in
the medium term.
At Group level, underlying LFL NGR of £362.6m
was up 9% against the prior year. All businesses were in LFL
revenue growth year-on-year with Grosvenor venues +10%, Mecca
venues +9%, Enracha venues +10% and Digital +8%.
Group underlying LFL operating profit of
£21.7m compared with just £2.7m1 in the first half of
2022/23 and £17.5m1 in the second half, reflecting the
continued improvement in revenues and the significantly reduced
energy costs offsetting the impact of higher employment costs. The
Group's LFL energy costs in H1 were £8.6m compared with £14.0m in
the first half of 2022/23. LFL employment costs rose from £106.6m
in H1 2022/23 to £114.9m in the first half of 2023/24. Total energy
costs are expected to be c.£18.5m for the full year (£28.6m in
2022/23) with total employment costs expected to be up
7%.
With trading performance in line with
expectations, no impairment charges or reversals were recognised in
the half, compared with £95.4m of net impairment charges and
reversals in the prior period.
NGR /
£m
|
H1 2023/24
|
H1 2022/23
|
Change
|
Grosvenor venues
|
167.5
|
152.1
|
10%
|
Mecca venues
|
67.2
|
61.9
|
9%
|
Enracha venues
|
19.5
|
17.8
|
10%
|
Digital
|
108.4
|
100.8
|
8%
|
Underlying
LFL2 Group
|
362.6
|
332.6
|
9%
|
Impact of venues openings, closures and
FX3
|
-
|
6.3
|
-
|
Underlying
Group
|
362.6
|
338.9
|
7%
|
|
|
|
|
Operating
profit / £m
|
H1 2023/24
|
H1 2022/23
|
Change
|
Grosvenor venues
|
14.0
|
4.7
|
198%
|
Mecca venues
|
0.1
|
(4.8)
|
-
|
Enracha venues
|
5.0
|
3.9
|
28%
|
Digital
|
10.1
|
5.41
|
87%
|
Central costs
|
(7.5)
|
(6.5)
|
15%
|
Underlying4 LFL2
Group
|
21.7
|
2.71
|
-
|
Impact of venues openings, closures, and
FX3
|
(0.1)
|
(1.5)
|
-
|
Total
Group
|
21.6
|
1.21
|
-
|
1. Restated, refer
to CFO review for further details.
2. Results are
presented on a like-for-like ('LFL') basis which removes the impact
of club openings, club closures,
foreign exchange movements and discontinued
operations.
3. A full analysis
of these adjustments can be found in the Alternative Performance
Measures ('APM') section.
4. Before the
impact of separately disclosed items.
Grosvenor
venues
Key financial performance
indicators:
|
H1 2023/24
£m
|
H1
2022/23
£m
|
Change
|
LFL1 NGR
London
Rest of the
UK
|
167.5
56.4
111.1
|
152.1
52.4
99.7
|
10%
8%
11%
|
Total NGR
|
167.5
|
153.4
|
9%
|
Underlying2 LFL1
operating profit
|
14.0
|
4.7
|
198%
|
Total profit / (loss)
|
13.7
|
(42.4)
|
-
|
1. Results are
presented on a like for like ('LFL') basis which removes the impact
of club openings, club closures, foreign exchange movements and
discontinued operations.
2. Before the
impact of separately disclosed items.
Grosvenor venues' LFL NGR grew 10% versus the
first half of 2022/23 to £167.5m. Compared with the second half of
2022/23 the growth was also 10%. Trading continues to slowly
improve in line with the continued enhancements to customer risk
management practices and investment in our colleagues, our products
and our facilities. Visit volumes grew 8% on the same period
last year, with spend per visit up 2%. The slow growth in spend per
visit reflects the decline in high-net-worth tourists visiting the
UK. This is partly driven by the absence of tax-free shopping
post-Brexit and the lack of credit facilities available in other
jurisdictions.
Average NGR per week in the period was £6.4m
which compares with £5.8m in 2022/23. Our expectation is that
revenues can at least reach £7.0m per week, excluding the impact of
the Gambling Act Review, through continued improvements in customer
risk management supported by technology and the skills of our venue
management teams and with further improvements to products and
facilities.
At a product level, Grosvenor continues to see
good growth in electronic gaming with electronic roulette NGR
growing 13% and gaming machine revenues growing 16% in the period.
Table gaming revenues grew 7%. The growth in electronic gaming
serves to further highlight the critical importance of being able
to better meet the needs of today's customers through stronger
supply and more choice of content through the proposed UK
legislative changes.
The largely fixed and semi-fixed cost base of
the Grosvenor business delivers high operating leverage as revenues
grow. Underlying LFL operating profit nearly trebled from £4.7m in
the first half of last year to £14.0m this year. Energy costs
declined £2.4m, whilst employment costs were up £5.4m. At a
statutory level, operating profit improved from a loss of £42.4m in
the first half of 2022/23 to a profit of £13.7m this half. There
were no impairment charges in the period, compared to net
impairment charges of £43.1m in the same period last year,
reflecting the continued improvements in the trading performance of
the Grosvenor business.
The Group has continued to invest in the
Grosvenor business to further improve the quality of the customer
proposition and to prepare the estate for the implementation of the
UK Government's policy proposals for casinos which it expects to
implement this year. The material legislative changes are an
increase in the number of gaming machines to up to 80 per casino
(current restriction is just 20 machines per casino licence), and
the introduction of sports betting and electronic payments for
gaming within casinos. A detailed implementation plan has been
developed with preparatory investments planned for the enablement
works across the estate commencing in the second half of this
financial year.
£2.5m has been invested in property
refurbishments and improvements in the period with major works
completed at Grosvenor Northampton. £1.9m has been invested in
product upgrades, notably new electronic gaming terminals, gaming
machines, gaming tables and roulette wheels.
The current UK casino gaming machine market
has two main suppliers, and we are seeking to extend the choice of
machines and games available to UK consumers by broadening the
supplier base. In recent months, Grosvenor has contracted with
Aristocrat, the world's leading casino machine supplier, to
introduce its machines and game packs to UK casino customers. The
early results look very encouraging. Discussions are taking place
with additional international gaming machine suppliers.
Mecca
venues
Key financial performance indicators:
|
H1 2023/24
£m
|
H1
2022/23
£m
|
Change
|
LFL1 NGR
|
67.2
|
61.9
|
9%
|
Total NGR
|
67.2
|
67.0
|
0%
|
Underlying2 LFL1
operating profit / (loss)
|
0.1
|
(4.8)
|
-
|
Total (loss)
|
(1.0)
|
(61.8)
|
(98)%
|
1. Results are
presented on a like for like ('LFL') basis which removes the impact
of club openings, club closures, foreign exchange movements and
discontinued operations.
2. Before the
impact of separately disclosed items.
The first half of 2023/24 has seen a
continuation of the turnaround in performance of the Mecca business
which got fully underway in 2022/23. The impact of the pandemic
lockdowns resulted in a material step down in active customer
numbers and visits across the UK land-based bingo sector. The
industry emerged from the pandemic with excess supply and large
numbers of loss-making venues. Bingo venues are important social
amenities which play a key community role and the decision to
permanently close is not taken lightly. Disappointingly, Mecca has
been forced to closed 20 loss making venues since reopening to our
customers in May 2021, with one further venue closing in the first
half of 2023/24, reducing the estate to 55 venues. Two further
closures are planned for the second half of the year.
The result of closures has been to migrate
customers and bingo liquidity to stronger, more vibrant Mecca
venues offering bigger prize boards at good value prices.
Investment in this smaller estate includes improved gaming machine
areas (eight Mecca venues completed in the period) and more modern
and striking external presentation of the Mecca brand and offering
(four Mecca venues completed in the period) has helped to further
revitalise the business. £5.9m has been invested in developments
and improvements in the first half of the year.
Mecca venues' LFL NGR grew 9% in the first
half to £67.2m. LFL visit volumes grew 2% with active customers up
2% and spend per visit up 7% on the prior year.
LFL main stage bingo NGR grew 20% on the prior
year, with LFL revenues now back in growth (+10%) compared with
pre-pandemic 2019. Interval games grew 5% year on year with gaming
machine revenues growing 9% on a like for like basis. Compared with
2019, LFL gaming machine revenues are flat, highlighting the vital
importance of the UK Government's planned reform of the current
80/20 rule which requires at least 80% of gaming machines to be
Category C machines with a maximum prize of £100 and no more than
20% Category B3 machines which have a maximum prize of £500.
Category B3 machines, which are typically more modern digital
cabinets with stronger game packs and are popular with our
customers, capture over 70% of machine play. A further consultation
has been published by Government reviewing the relative merits of a
two to one Category B3 to Category C machine ratio and a three to
one ratio. Either would be beneficial changes, enabling bingo
venues to better meet the needs of today's consumers.
With LFL NGR growing £5.3m in the first half,
Mecca moved into an underlying LFL operating profit of £0.1m
compared with a loss of £4.8m in the prior period. In terms of key
costs within the business, LFL energy costs declined by £2.4m, with
LFL employment costs increasing by £0.9m. With the positive
momentum within the business, we expect Mecca to be profitable at
the year end.
Enracha
venues
Key financial performance indicators:
|
H1 2023/24
£m
|
H1
2022/23
£m
|
Change
|
LFL1 NGR
|
19.5
|
17.8
|
10%
|
Total NGR
|
19.5
|
17.7
|
10%
|
Underlying2 LFL1
operating profit
|
5.0
|
3.9
|
28%
|
Total profit
|
5.0
|
3.8
|
32%
|
1. Results are
presented on a like for like ('LFL') basis which removes the impact
of club closures, foreign exchange movements and discontinued
operations.
2. Before the
impact of separately disclosed items.
The Enracha estate of nine bingo, machine
gaming and sports betting venues in Spain continued to perform
strongly in the period with LFL NGR up 10% on the prior year to
£19.5m. Visit volumes and active customers both increased 9%, with
spend per visit up 1%.
Whilst customer visits remain behind
pre-pandemic levels, LFL revenues in the period were up 21% on the
same period in 2019.
Underlying LFL operating profit grew 28% to
£5.0m.
Capital investment of £0.8m centred on the
continued rollout of the Enracha customer loyalty card, a new CRM
system to support customers within the loyalty programme and
enhanced machine jackpot displays. A small refurbishment was
concluded in Enracha Reus with two larger refurbishments planned
for venues in Sabadell and Seville in the second half of the
year.
Digital
Key financial performance indicators:
|
H1 2023/24
£m
|
H1
2022/23
£m
|
Change
|
Total1 NGR
Mecca
Grosvenor
Other UK including
Stride legacy brands
Enracha/Yo
Passion
Gaming
|
108.4
39.8
33.5
19.5
13.3
2.3
|
100.8
36.0
27.8
22.2
11.6
3.2
|
8%
11%
21%
(12)%
15%
(28)%
|
Underlying2 LFL1
operating profit
|
10.1
|
5.43
|
87%
|
Total profit
|
6.3
|
0.73
|
-
|
1. Digital NGR was
not impacted by any LFL adjustments in the period.
2. Before the
impact of separately disclosed items.
3. Restated, refer
to CFO review for further details.
Good progress has continued in the development
of the Group's digital business. LFL NGR grew 8% to £108.4m. The
digital business delivered LFL operating profit of £10.1m, up 87%
on the first half of 2022/23.
In the UK, digital NGR grew 8% to £92.8m with
strong growth in Grosvenor (+21%) and Mecca (+11%) supported by the
continued healthy growth levels seen in cross-channel customer
revenues. Other UK facing brands, including the legacy Stride
brands, saw revenues decline 12% with marketing investment levels
reset to ensure effective returns.
As outlined in the November 2023 Capital
Markets Day Event, the next phase of growth in the UK digital
business is centred around four technology developments:
1.
|
A single content management system, which will
enable front end functionality and content to be built once and
deployed across all of our UK facing brands, will be fully
implemented by late summer 2024 with the Grosvenor and Mecca brands
being deployed in Q3 and Q4 respectively. Once deployed across the
legacy Stride brands, this will significantly improve the
promotional content, functionality and capabilities of the customer
offering;
|
2.
|
We are well advanced with in housing the
development of new apps with a new Grosvenor app expected to be
ready for release in Q4. Currently, a relatively small proportion
of our digital revenues is driven by our iOS and android apps, and
we expect this to materially change with greater functionality and
as we personalise the offering to better meet the needs of the
cross-channel customer;
|
3.
|
The development of the Group's central
engagement platform has been completed and we are now building out
increased real time data capabilities across our digital and venues
businesses. This will support continued improvements to
player risk management, more effective interactions with our
customers and more personalised, timely and relevant content and
promotions; and
|
4.
|
The RIDE platform modernisation programme
continues at pace with regular development releases enhancing the
capabilities of the platform. We expect to complete the critical
functionality and capability requirements by the end of the first
half of 2024/25 which, supported by the single content management
system and the central engagement platform, will result in a step
change in the speed at which we can deliver site and service
enhancements to our customers.
|
In Spain, the Yo and Enracha brands grew LFL
NGR by 15% to £13.3m in the period. In December 2023, the Spanish
business was successfully relocated to Ceuta.
The development of live bingo, a streamed
video bingo service, has been soft launched to customers and we
expect to go live with this market leading development in
Q3.
The application to the Portuguese regulator,
SRIJ, for a licence for YoBingo is nearing the final phase of the
homologation programme and we expect to have launched this service
by the end of this calendar year.
Recent changes in the local fiscal regulations
in India have substantially increased the tax burden on the Group's
Indian rummy business, Passion Gaming. Following a strategic
review, the Group has decided to divest its controlling stake in
Passion Gaming to its founder and non-controlling equity
stakeholder for an expected consideration of £0.2m. The
divestment is expected to be completed in the second half of the
current financial year and the business has been treated as an
asset held for sale at the balance sheet date. Resulting in a
£0.5m write down in assets to the fair value less cost of sale, as
reflected in separately disclosed items.
Group
liquidity
The Group ended the half with net cash pre
IFRS 16 of £17.6m.
In January 2024, the Group successfully
secured a new £120m club facility, comprising a £30m Term Loan and
a £90m Revolving Credit Facility ('RCF'). The tenor for the
Term Loan element is two years and nine months and the RCF is three
years. Both the Term Loan and RCF have market typical tenor
extension options which are at the lender's discretion.
The new facility retains the two financial
covenants which were applicable to its previous facilities, net
debt to EBITDA not to exceed 3x and EBITDA to net interest payable
of no less than 3x. In addition, there is an additional
covenant referred to as a Fixed Charge Cover ratio, where (net
interest payable plus operating leases) to (EBITDA plus net
operating leases) can be no less than 1.5x. The Group expects to
retain significant headroom against these covenants.
Sustainability
update
Rank remains committed to its sustainability
strategy of building a more resilient and responsible
business. In the first half, the Group has made good progress
across all four focus areas of Customers, Colleagues, Environment
and Communities.
Customers
The key activity in the first half of the year
in further enhancing the protections we provide to our customers
has been the completion of the build of the central engagement
platform, a new platform which brings all our data together and
provides stronger real time capabilities in responding to customer
behaviour.
In Grosvenor venues the access to real time
data via the central engagement platform is enabling regular
enhancements to the risk app, a real time tool which provides
prompts to colleagues for interactions with customers based upon
their play patterns.
In Mecca venues the priority activity has been
the development of the Playsafe system to remove manual tracking of
customer dwell times on gaming machines and provide real time
customer play data and alerts to our colleagues. We expect this to
be fully operational in the second half of the year.
Within the UK digital business we are building
out further real time use cases using the central engagement
platform to identify potentially at risk behaviour to enable us to
intervene in a more targeted way, providing support where required
and avoiding unnecessary friction for customers playing happily
within their means.
In the Spanish digital business priority has
been implementing phase one measures within the Government's Safer
Gambling Decree and preparing for the phase two measures which will
be introduced in Q3.
During the calendar year 2023 our UK facing
casino, bingo and digital businesses successfully completed
Gambling Commission compliance assessments.
Colleagues
During the period, the Group continued the
global roll out of its employee value proposition,
Work.Win.Grow. This helps foster a culture that meets the
expectations of our colleagues whilst improving the attraction,
recruitment and retention of talented colleagues.
Significant preparation work has been
undertaken readying the business for the launch of a new colleague
communication and engagement app. Due to launch in the second
half of the year, all our colleagues will for the first time have
easy access to timely and relevant information and be able to
engage with colleagues across the Group.
Environment
Good progress has been made in the period,
with approximately 65% of the Group's targeted emission reductions
for the current financial year already secured. Alongside
ongoing energy efficiency initiatives, a programme of net zero
audits has commenced in the UK. These will initially focus on the
Group's top 20 energy consuming venues and will provide targeted
and bespoke energy consumption reduction plans for each
venue.
It is essential we encourage the right
behaviours across all colleagues if the Group is meet its net zero
ambitions. The Group completed the roll out of an energy
consumption dashboard to 20 of its UK venues, providing rich real
time energy usage information. We are now able to engage,
challenge and share best practice regarding energy reduction
strategies.
During the half, the Group also commenced a
thorough review of its Spanish venues to create a local tailored
net zero plan that aligns with the Group's overall objective of
meeting its intermediate ambition of being net zero across scope
1,2 and some scope 3 emissions by 2035, and all scopes by
2050.
Communities
During the period, the Group continued to
develop its community strategy of actively contributing to its
local communities. Rank has a long history of volunteering
and fundraising and launched a new volunteering policy which
provides all colleagues with one day a year to volunteer for local
worthy causes.
The Group continued to support our UK based
charity partner, Carers Trust, raising over £144k in the
period. Conscious of Rank's global footprint, the Group is
focused on developing its community network across all its
locations to ensure all colleagues have opportunities to better
support their local communities.
Regulatory
update
The UK Government published a white paper in
April 2023 announcing a series of policy changes for gambling
legislation and regulation. The legislative changes will be
implemented by secondary legislation, following consultations
conducted by the Department of Culture, Media and Sport ('DCMS').
The regulatory changes will be implemented by the UK Gambling
Commission, again following public consultations. Those legislative
changes requiring primary legislation are unlikely to be pursued by
Government in the immediate term.
DCMS has carried out consultations on the key
land-based gambling reforms outlined in the white paper which can
be implemented by secondary legislation, with the expectation that
this legislative process will be completed in summer
2024.
Subject to the outcome of the consultation
process, we would expect the secondary legislation to:
·
|
double the number of gaming machines in the
Grosvenor Casino estate;
|
·
|
enable sports betting, which will improve the
accessibility of UK casinos;
|
·
|
allow electronic payments in both casinos and
bingo venues; and
|
·
|
replace the current 80/20 rule restricting
Category B3 machines to just 20% of the total number of machines in
a bingo venue. DCMS has recently published a further consultation
on two further options altering the current ratio to 2:1 or 3:1
Category B3 machines to Category C or D machines.
|
DCMS has also conducted consultations on a
reduction in the maximum stakes permitted for online slot games
with various options ranging from £2 to £15 and the possibility of
a lower maximum stake for consumers under 25 years of age. The DCMS
Select Committee recently concluded that the maximum should be set
at £5 (£2 for under 25s) and, if this were the outcome, we would
expect an impact to digital profitability of circa £4m.
The consultation on a new statutory levy for
research, prevention and treatment of problem gambling proposed
payment rates by gambling sector. When implemented, we would expect
our payments to increase by £4m per year by 2027.
The UK land-based gambling industry's customer
proposition is very largely determined by statute and gambling
reviews offer a generational opportunity to modernise the offer to
better compete with the digital market and with other hospitality
and leisure options for consumers. It is clearly more difficult to
quantify the financial impact of the land-based reforms which will
enable casinos and bingo venues to better meet the expectations of
today's consumers. However, we expect the anticipated reforms, both
statutory and regulatory, will deliver a significant net upside for
the Group from the Government's Gambling Review.
CFO's
review
Within this section all prior year
comparatives are to the six months ended 31 December
2022.
Reported net
gaming revenue ('NGR')
For the six months ended 31 December 2023,
total NGR increased by 7% to £362.6m with improved NGR performance
across all of the Group's business units.
Operating
profit
The Group delivered an operating profit of
£16.2m for the period, compared to an operating loss of
£103.0m1 in the prior period. The improvement in
operating profit was due to improved NGR performance across the
Group and no impairment charges in the current period, compared to
net impairment charges of £95.4m in the prior period.
Energy costs are significant for the Group and
to provide the Group with some certainty it operates a Group
hedging policy. This allows the Group to fix a portion of its
future energy costs up to two years in advance, near term energy
costs can be fixed up to 100%. 85% of the Group's energy
costs have been fixed for H2 2023/24 and we expect energy costs to
be approximately £18.5m. At current market prices, energy
costs are expected to be broadly flat in 2024/25.
Separately
disclosed items ('SDIs')
SDIs are infrequent in nature and/or do not
relate to Rank's underlying business performance.
Total SDIs for the six months ended 31 December
2023 were £5.4m.
The key SDIs in the year were as
follows:
·
|
Amortisation costs of £3.2m relating to the
acquired intangible assets of Stride and YoBingo;
|
·
|
A £1.6m increase in the Group's property
related provision relating to potential venue or property closures;
and
|
·
|
£0.5m in relation to the planned disposal of
Passion Gaming.
|
Further details regarding the SDIs can be found
in note 3.
Prior period
restatement
These consolidated interim financial
statements include a prior year restatement in relation to prior
year costs identified in the Digital business which erroneously had
not been recognised in the prior year consolidated interim income
statements.
Unrecorded
costs in Digital business
During the period, the Group identified an
accumulated total of £4.4m of prior year adjustments comprising
£3.2m of trading related costs which erroneously had not been
recognised in the prior year financial statements, and £1.2m of
excess releases to income which erroneously had been recognised in
the prior year financial statements. Of the total value of £4.4m,
£0.5m relates to 2022/23 which will be corrected as a prior period
adjustment in the 2023/24 financial statements. With £1.7m relating
to H1 2022/23 and £(1.2)m to H2 2022/23. The remaining £4.4m
relates to pre 2022/23.
The adjustments to cash relate to the trading
related costs being erroneously recognised as cash in
transit.
Net financing
charge
The £5.3m underlying net financing charge for
the six months ended 31 December 2023 was slightly lower than the
prior period's charge of £6.0m principally due to lower finance
lease interest charges and slightly higher finance income in the
current period. The underlying net financing charge includes £2.8m
of lease interest calculated under IFRS 16.
Having concluded a refinancing of the business
in January 2024, net finance charges for 2023/24 are expected to be
circa £14m, including the accelerated write-off of historical fees.
Based on current interest rates, net finance charges for 2024/25
are expected to be £12.5 - 13.0m.
Cash flow and
net debt
As at 31 December 2023, net debt was £144.7m.
Debt comprised £54.0m of drawn revolving credit facilities and
£162.3m in finance leases, offset by cash at bank of
£71.6m.
During the period, the Group repaid its
outstanding term loan of £44.4m as part of the first phase of
refinancing that was completed in August 2023.
The Group finished the year with net cash for
covenant purposes of £2.1m.
|
H1
2023/24
£m
|
H1 2022/23
£m
|
Operating profit from continuing
operations
|
21.6
|
1.21
|
Depreciation and amortisation
|
23.9
|
31.5
|
Working capital
|
20.6
|
18.31
|
Other
|
1.2
|
0.4
|
Cash inflow
from operations
|
67.3
|
51.4
|
Capital expenditure
|
(20.7)
|
(24.2)
|
Net interest and tax
|
2.9
|
(10.0)
|
Lease payments
|
(22.9)
|
(20.3)
|
Cashflows in relation to SDIs
|
(3.1)
|
(2.6)
|
Net free cash
flow
|
23.5
|
(5.7)
|
Business acquisition and other
|
-
|
(0.3)
|
Total cash
in/(out) flow
|
23.5
|
(6.0)
|
Opening net (debt)/cash pre IFRS 16
|
(5.9)1
|
12.51
|
Closing net cash pre IFRS 16
|
17.6
|
6.51
|
IFRS 16 lease liabilities
|
(162.3)
|
(169.2)
|
Closing net
(debt) post IFRS 16
|
(144.7)
|
(162.7)1
|
1.
Restated.
Taxation
The Group's underlying effective corporation
tax rate in H1 2023/24 was 17.2% (H1 2022/23: (16.7)%) based on a
tax charge of £2.8m on underlying profit before
taxation.
The underlying effective corporation tax rate
for 2023/24 is expected to be 17-19%.
On a statutory basis, the Group had an
effective tax rate of 15.4% in H1 2023/24 (H1 2022/23: 5.7%) based
on a tax charge of £1.6m on total profit of £10.4m. This is
lower than effective tax rate on underlying profit due to the
significant level of separately disclosed items which attract a tax
credit.
Further details of the tax charge are provided
in note 5.
Earnings per
share ('EPS')
Basic EPS increased to 1.9p from a loss of
22.0p1 in the prior period. Underlying EPS increased to
2.9p from a loss of 1.2p1 in the prior period. For
further details refer to note 7.
Cash tax
rate
In the six months ended 31 December 2023, the
Group had an effective cash tax rate of (43.3)% on total profit
before taxation (H1 2022/23: (2.3)%). The cash tax rate
differs from the standard rate of UK tax due to refunds of UK tax
overpaid in prior years.
The Group is expected to have a cash tax rate
of approximately (20)% for the year ended 30 June 2024.
Similar to the position for H1, the cash tax rate is driven by the
refunds of UK tax overpaid in prior years.
Going concern
statement
Based on the Group's cash flow forecasts and
business plan, the Directors believe that the Group will generate
sufficient cash to meet its liabilities and meet covenant
requirements as they fall due for the period up to 31 January
2025. In making such statement, the Directors highlight
forecasting accuracy in relation to the level of trading
performance achieved as the key sensitivity in the approved base
case.
The Directors have considered two downside
scenarios which reflects a reduced trading performance,
inflationary impacts on the cost base and various management
controllable mitigations.
In each of the downside scenarios the Group
will generate sufficient cash to meet its liabilities as they fall
due and meet its covenant requirements to the period 31 January
2025 with scenario ii) requiring the implementation and execution
of mitigating cost actions within the control of
management.
Alternative performance
measures
When assessing, discussing and measuring the
Group's financial performance, management refer to measures used
for internal performance management. These measures are not defined
or specified under UK adopted International Financial Reporting
Standards (IFRS) and as such are considered to be Alternative
Performance Measures ('APMs').
By their nature, APMs are not uniformly
applied by all preparers including other operators in the gambling
industry. Accordingly, APMs used by the Group may not be comparable
to other companies within the Group's industry.
Purpose
APMs are used by management to aid comparison
and assess historical performance against internal performance
benchmarks and across reporting periods. These measures provide an
ongoing and consistent basis to assess performance by excluding
items that are materially non-recurring, uncontrollable or
exceptional. These measures can be classified in terms of their key
financial characteristics.
Profit measures allow management and users of
the financial statements to assess and benchmark underlying
business performance during the year. They are primarily used by
operational management to measure operating profit contribution and
are also used by the Board to assess performance against business
plan.
The following table explains the key APMs
applied by the Group and referred to in these
statements:
APM
|
Purpose
|
Closest
equivalent IFRS measure
|
Adjustments
to reconcile to primary financial statements
|
Underlying like-for-like ('LFL') net gaming
revenue ('NGR')
|
Revenue measure
|
NGR
|
·
|
Separately disclosed items
|
·
|
Excludes contribution from any venue
openings, closures, disposals, acquired businesses and
discontinued operations
|
·
|
Foreign exchange movements
|
|
Underlying LFL operating profit /(loss)
post-central cost reallocation
|
Profit measure
|
Operating profit / (loss)
|
·
|
Separately disclosed items
|
·
|
Excludes contribution from any venue
openings, closures, disposals, acquired businesses and
discontinued operations
|
·
|
Foreign exchange movements
|
·
|
Central cost reallocation
|
|
Underlying LFL operating profit /(loss)
pre-central cost reallocation
|
Profit measure
|
Operating profit / (loss)
|
·
Separately disclosed items
|
·
Excludes contribution from any venue openings, closures,
disposals, acquired businesses and discontinued
operations
|
·
Foreign exchange movements
|
|
Underlying profit / (loss) before
taxation
|
Profit measure
|
Profit / (loss) before tax
|
·
|
Separately disclosed items
|
|
Underlying (loss) / profit after
taxation
|
Profit measure
|
Profit / (loss) after tax
|
·
|
Separately disclosed items
|
|
Underlying (loss) / earnings per
share
|
Profit measure
|
Earnings / (loss) per share
|
·
|
Separately disclosed items
|
|
Free cash flow
|
Cash measure
|
Net cash generated from operating
activities
|
·
Lease principal repayments
|
·
Cash flow in relation to separately disclosed
items
|
·
Cash capital expenditure
|
·
Net interest and tax payments
|
·
|
Rationale for
adjustments - Profit and debt measure
1
|
Separately disclosed items ('SDIs')
|
SDIs are items that bear no relation to the
Group's underlying ongoing operating performance. The
adjustment helps users of the accounts better assess the underlying
performance of the Group, helps align to the measures used to run
the business and still maintains clarity to the statutory reported
numbers.
Further details of the SDIs can be
found in the Financial Review and note 3.
2
|
Contribution from any venue
openings, closures, disposals, acquired businesses and discontinued
operations
|
In the current period (H1
2023/24), the Group closed one Mecca venue. For the purpose
of calculating like-for-like ('LFL') measures its contribution has
been excluded from the prior period numbers and current period
numbers, to ensure comparatives are made to measures on the same
basis.
3.
|
Foreign exchange
movements
|
During the year the exchange rates
may fluctuate, therefore by using an exchange rate fixed throughout
the year the impact on overseas business performance can be
calculated and eliminated.
The tables below reconcile the
underlying performance measures to the reported measures of the
continuing operations of the Group.
£m
|
H1 2023/24
|
H1
2022/23
|
Underlying
LFL net gaming revenue (NGR)
|
362.6
|
332.6
|
Open, closed and disposed venues
|
-
|
6.4
|
Foreign exchange ('FX')
|
-
|
(0.1)
|
Underlying
NGR - continuing operations
|
362.6
|
338.9
|
Calculation of comparative underlying LFL
NGR
|
H1
2022/23
|
Reported
underlying LFL NGR
|
337.4
|
Reversal of H1 2022/23 closed
venues
|
1.5
|
H1 2023/24 closed venues
|
(6.4)
|
H1 2023/24 FX
|
0.1
|
Restated
underlying LFL NGR
|
332.6
|
£m
|
H1 2023/24
|
H1
2022/23
|
LFL
underlying operating profit
|
21.7
|
4.7
|
Restatement of Digital costs
|
-
|
(2.0)
|
Restated
underlying operating profit - continuing
operations
|
21.7
|
2.7
|
Opened, closed and disposed venues
|
(0.1)
|
(1.5)
|
Underlying
operating profit - continuing operations
|
21.6
|
1.2
|
Separately disclosed items
|
(5.4)
|
(104.2)
|
Operating
profit / (loss) - continuing operations
|
16.2
|
(103.0)
|
Calculation of comparative underlying LFL operating
profit
£m
|
H1 2022/23
|
Reported
underlying LFL operating profit
|
4.2
|
Reversal of H1 2022/23 closed
venues
|
(1.0)
|
H1 2023/24 closed venues
|
1.5
|
Restatement of Digital costs
|
(2.0)
|
Underlying
LFL operating profit
|
2.71
|
1 Restated.
£m
|
H1 2023/24
|
H1
2022/231
|
Underlying current tax
(charge)
|
(1.5)
|
(1.3)
|
Tax on separately disclosed items
|
1.2
|
7.0
|
Deferred tax
|
(1.3)
|
0.5
|
Tax
(charge)/credit
|
(1.6)
|
6.2
|
1 Restated,
refer to CFO review for further details.
P
|
H1 2023/24
|
H1
2022/231
|
Underlying
EPS
|
2.9
|
(1.2)
|
Separately disclosed items
|
(1.0)
|
(20.8)
|
Reported
EPS
|
1.9
|
(22.0)
|
1. Restated, refer
to CFO review for further details.
Principal risks and
uncertainties
Key business risks are reviewed by the
executive directors, other senior executives and the Board on a
regular basis and, where appropriate, actions are taken to mitigate
the key risks that are identified. We have a Group wide enterprise
risk management framework and approach in place, integrated into
our organisational management structure and responsibilities, with
the Board having overall responsibility for risk management in the
Group.
The principal risks and uncertainties that
could impact the Group are detailed in the Group's Annual Report
and Accounts 2023 and the Board of Directors confirm that they
remain relevant for the remainder of the financial year. The
principal risks are as follows:
·
|
Uncertain
trading environment: Consumers' discretionary
expenditure continues to be impacted by inflationary pressures and
higher interest rates, although these pressures are beginning to
show signs of easing. Such pressures influence customer behaviour
and can reduce spend on entertainment and leisure activities such
as those offered by the Group, as well as their propensity to visit
our venues. These pressures, alongside the changing political
landscape in the UK, could impact our financial performance and
ability to deliver on our strategic plans.
Various cost pressures, including high wage
inflation, are also impacting the operating margins of our venues
businesses. Related risks caused by current macroeconomic and
geopolitical uncertainty are energy availability and the increased
cost of products and services, all of which could impact our future
performance.
|
·
|
Compliance
with gambling law and regulations: Regulatory
and legislative regimes for betting and gaming in key markets are
constantly under review and can change (including as to their
interpretation by regulators) at short notice. These changes could
benefit or have an adverse effect on the business and additional
costs might be incurred in order to comply. Failing to comply leads
to an increased risk of investigation(s) and regulatory action and
sanctions by way of licence conditions, financial penalties and/or
loss of an operating licence.
|
·
|
Safe and
sustainable gambling: Safe gambling underpins
our strategy with one of our five strategic pillars being that we
will build sustainable relationships with our customers by
providing them with safe environments in which to play. This
minimises the potential for our customers to suffer harm from their
gambling and will assist the Group in ensuring that it grows the
business in a sustainable way.
|
·
|
People: Pivotal to
the success of the organisation and a failure to attract or retain
key individuals may impact the Group's ability to deliver on its
strategic priorities.
|
·
|
Strategic
programmes: Key projects and programmes could
fail to deliver and/or take longer to deliver, resulting in
missed market opportunities or missed synergies and savings for the
Group.
|
·
|
Health and
safety: Failure to meet the requirements of the
various domestic and international rules and regulations relating
to the safety of our employees and customers could expose the Group
(and individual Directors and employees) to material civil,
criminal and/or regulatory action with the associated financial and
reputational consequences.
|
·
|
Data
protection and management: The inability to
adequately protect sensitive customer data and other key data could
lead to information assets that could be leaked, exposed, hacked or
transmitted. This could result in customer detriment, formal
investigations and/or possible litigation leading to prosecution,
fines and/or damage to our brands.
|
·
|
Cyber
resilience: Cyber-attacks can disrupt and cause
considerable financial and reputational damage to the Group. If a
cyber-attack were to occur, the Group could lose assets, reputation
and business, and potentially face regulatory fines and/or
litigation.
Operations are highly dependent on technology
and advanced information systems (such as the use of cloud
computing) and there is a risk that such technology or systems
could fail, or outages occur.
|
·
|
Business
continuity and Disaster Recovery: Planning and
preparation of the organisation, to ensure it could overcome
serious incidents or disasters and resume normal operations within
a reasonably short period, is critical to ensure that there is
minimal impact to its operations, customers and
reputation.
|
·
|
Dependency on
third parties and supply chain: The Group is
dependent on a number of these for the operation of its business.
The withdrawal or removal from the market of one or more of these
third-party suppliers, failure of these suppliers to comply with
contractual obligations, or reputational issues arising in
connection with these suppliers could adversely affect operations,
especially where these suppliers are niche.
|
·
|
Taxation: Changes in
fiscal regimes in domestic and international markets can happen at
short notice. These changes could benefit or have an adverse impact
with additional costs potentially incurred in order to
comply.
|
·
|
Liquidity and
funding: The Group is reliant on committed debt
facilities with four lenders, all of which have specific
obligations and covenants that need to be met, and multiple banks
for clearing (transaction processing).
A loss of debt facilities and/or clearing
facilities could result in the Group being unable to meet its
obligations as they become due.
|
Emerging and
evolving risks
Although rates of inflation and energy costs
have now stabilised and shown early signs of easing, the current
economic pressures are still a cause for concern for many
consumers. The directors continue to be vigilant of the changing
economic backdrop and the impact on the Group. This is further
supported by horizon scanning work performed by executive
management in conjunction with the Board, with regular debate on
new and emerging risks taking place.
Additionally, the Group continues to evolve its
analysis of climate-related risks and opportunities. However,
climate risks are currently not regarded as a principal risk and
the risk itself is currently considered low.
Directors' Responsibility
Statement
Each of the directors named below confirm that
to the best of his or her knowledge:
·
|
The condensed consolidated financial
statements, prepared under UK-adopted IAS 34 'Interim Financial
Reporting', give a true and fair view of the assets, liabilities,
financial position and profit of the Company and the undertakings
included in the consolidation taken as a whole; and
|
·
|
The management report includes a fair review
of the development and performance of the business and the position
of the Company and the undertakings included in the consolidation
taken as a whole, together with a description of the risk and
uncertainties that they face.
|
The directors of The Rank Group Plc
are:
Chew Seong Aun
Lucinda Charles-Jones
Richard Harris
Keith Laslop
Katie McAlister
John O'Reilly
Alex Thursby
Karen Whitworth
Signed on behalf of the board on 31 January
2024
John O'Reilly
|
Richard Harris
|
Chief Executive
|
Chief Financial Officer
|
Condensed Consolidated Income
Statement
(unaudited)
for the
six months ended 31 December 2023
|
|
Six months ended 31 December
2023
|
Six
months ended 31 December 2022
(restated)
|
|
|
|
Separately
|
|
|
Separately
|
|
|
|
|
disclosed
items
|
|
|
disclosed
items
|
|
|
|
Underlying
|
(note 3)
|
Total
|
Underlying
|
(note
3)
|
Total
|
|
Note
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
Continuing operations
|
|
|
|
|
|
|
|
Revenue
|
2
|
362.6
|
-
|
362.6
|
338.9
|
-
|
338.9
|
Cost of sales
|
2
|
(208.3)
|
-
|
(208.3)
|
(208.4)
|
(95.4)
|
(303.8)
|
Gross profit (loss)
|
|
154.3
|
-
|
154.3
|
130.5
|
(95.4)
|
35.1
|
Other operating costs
|
2
|
(132.7)
|
(5.4)
|
(138.1)
|
(129.3)
|
(8.8)
|
(138.1)
|
Operating profit (loss)
|
2
|
21.6
|
(5.4)
|
16.2
|
1.2
|
(104.2)
|
(103.0)
|
Financing:
|
|
|
|
|
|
|
|
- finance costs
|
|
(5.9)
|
-
|
(5.9)
|
(6.1)
|
-
|
(6.1)
|
- finance income
|
|
0.4
|
-
|
0.4
|
0.2
|
-
|
0.2
|
- other financial gains
(losses)
|
|
0.2
|
(0.5)
|
(0.3)
|
(0.1)
|
(0.1)
|
(0.2)
|
Total net financing charge
|
4
|
(5.3)
|
(0.5)
|
(5.8)
|
(6.0)
|
(0.1)
|
(6.1)
|
|
|
|
|
|
|
|
|
Profit (loss) before taxation
|
|
16.3
|
(5.9)
|
10.4
|
(4.8)
|
(104.3)
|
(109.1)
|
Taxation
|
5
|
(2.8)
|
1.2
|
(1.6)
|
(0.8)
|
7.0
|
6.2
|
Profit (loss) for the period from continuing
operations
|
|
13.5
|
(4.7)
|
8.8
|
(5.6)
|
(97.3)
|
(102.9)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit (loss) for the period
|
|
13.5
|
(4.7)
|
8.8
|
(5.6)
|
(97.3)
|
(102.9)
|
|
|
|
|
|
|
|
|
Attributable to:
|
|
|
|
|
|
|
|
Equity holders of the
parent
|
|
13.5
|
(4.5)
|
9.0
|
(5.6)
|
(97.3)
|
(102.9)
|
Non-controlling
interests
|
|
-
|
(0.2)
|
(0.2)
|
-
|
-
|
-
|
|
|
13.5
|
(4.7)
|
8.8
|
(5.6)
|
(97.3)
|
(102.9)
|
|
|
|
|
|
|
|
|
Earnings (loss) per share attributable to equity
shareholders
|
|
|
|
|
|
- basic
|
7
|
2.9p
|
(1.0)p
|
1.9p
|
(1.2)p
|
(20.8)p
|
(22.0)p
|
- diluted
|
7
|
2.9p
|
(1.0)p
|
1.9p
|
(1.2)p
|
(20.8)p
|
(22.0)p
|
Earnings (loss) per share - continuing
operations
|
|
|
|
|
|
- basic
|
7
|
2.9p
|
(1.0)p
|
1.9p
|
(1.2)p
|
(20.8)p
|
(22.0)p
|
- diluted
|
7
|
2.9p
|
(1.0)p
|
1.9p
|
(1.2)p
|
(20.8)p
|
(22.0)p
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Condensed Consolidated
Statement of Comprehensive Income
(unaudited)
for the
six months ended 31 December 2023
|
Six months ended
31 December
2023
|
Six
months ended
31 December
2022
(Restated)
|
|
|
|
|
£m
|
£m
|
Comprehensive income:
|
|
|
Profit (loss) for the
period
|
8.8
|
(102.9)
|
Other comprehensive income:
|
|
|
Items that may be reclassified to profit or
loss:
|
|
|
Exchange adjustments net of
tax
|
0.3
|
1.3
|
Total comprehensive income (loss) for the
period
|
9.1
|
(101.6)
|
|
|
|
Attributable to:
|
|
|
Equity holders of the
parent
|
9.3
|
(101.6)
|
Non-controlling
interests
|
(0.2)
|
-
|
Condensed Consolidated
Balance Sheet
(unaudited)
at 31
December 2023 and 30 June 2023
|
|
As at
31 December
2023
|
As
at
30
June
2023
(restated)
|
|
|
|
|
|
Note
|
£m
|
£m
|
Assets
|
|
|
|
Non-current assets
|
|
|
|
Intangible assets
|
|
454.5
|
456.8
|
Property, plant and
equipment
|
|
99.6
|
97.5
|
Right-of-use assets
|
|
65.7
|
64.1
|
Deferred tax assets
|
|
8.1
|
8.1
|
Other receivables
|
|
5.1
|
5.4
|
|
|
633.0
|
631.9
|
|
|
|
|
Current assets
|
|
|
|
Inventories
|
|
2.4
|
2.2
|
Other receivables
|
|
27.7
|
29.1
|
Income tax receivable
|
|
6.0
|
15.0
|
Assets classified as held for
sale
|
8
|
2.1
|
-
|
Cash and short-term
deposits
|
|
69.7
|
58.0
|
|
|
107.9
|
104.3
|
|
|
|
|
Total assets
|
|
740.9
|
732.6
|
|
|
|
|
Liabilities
|
|
|
|
Current liabilities
|
|
|
|
Trade and other payables
|
|
(142.2)
|
(128.3)
|
Liabilities classified as held for
sale
|
8
|
(1.1)
|
-
|
Lease liabilities
|
|
(42.1)
|
(42.2)
|
Income tax payable
|
|
(2.5)
|
(5.7)
|
Financial liabilities - loans and
borrowings
|
|
(54.4)
|
(63.7)
|
Provisions
|
9
|
(3.6)
|
(7.3)
|
|
|
(245.9)
|
(247.2)
|
|
|
|
|
Net current liabilities
|
|
(138.0)
|
(142.9)
|
|
|
|
|
Non-current liabilities
|
|
|
|
Lease liabilities
|
|
(120.2)
|
(126.8)
|
Deferred tax liabilities
|
|
(1.6)
|
(1.5)
|
Provisions
|
9
|
(34.5)
|
(31.7)
|
Retirement benefit
obligations
|
|
(3.4)
|
(3.4)
|
|
|
(159.7)
|
(163.4)
|
|
|
|
|
Total liabilities
|
|
(405.6)
|
(410.6)
|
|
|
|
|
Net assets
|
|
335.3
|
325.6
|
|
|
|
|
Capital and reserves
attributable to the Group's equity shareholders
|
|
Share capital
|
|
65.0
|
65.0
|
Share premium
|
|
155.7
|
155.7
|
Capital redemption
reserve
|
|
33.4
|
33.4
|
Exchange translation
reserve
|
|
14.3
|
14.0
|
Retained earnings
|
|
66.8
|
57.2
|
Total equity before non-controlling
interests
|
|
335.2
|
325.3
|
Non-controlling
interests
|
|
0.1
|
0.3
|
Total shareholders' equity
|
|
335.3
|
325.6
|
Condensed Consolidated Cash
Flow Statement
(unaudited)
for the
six months ended 31 December 2023
|
|
Six months
ended
31 December
2023
|
Six
months ended
31 December
2022
(Restated)
|
|
|
|
|
|
Note
|
£m
|
£m
|
Cash flows from operating activities
|
|
|
|
Cash generated from
operations
|
11
|
63.0
|
48.6
|
Interest received
|
|
0.5
|
0.1
|
Interest paid
|
|
(2.1)
|
(7.6)
|
Tax received (paid)
|
|
4.5
|
(2.5)
|
Net cash generated from operating activities
|
|
65.9
|
38.6
|
|
|
|
|
Cash flows from investing activities
|
|
|
|
Purchase of intangible
assets
|
|
(7.9)
|
(4.4)
|
Purchase of property, plant and
equipment
|
|
(11.4)
|
(19.8)
|
Payment of contingent consideration
of business combination
|
12
|
-
|
(0.3)
|
Net cash used in investing activities
|
|
(19.3)
|
(24.5)
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
Repayment of term loans
|
|
(44.4)
|
-
|
Repayment of revolving credit
facilities
|
|
(52.0)
|
-
|
Drawdown of revolving credit
facilities
|
|
88.0
|
-
|
Lease principal
repayments
|
|
(22.9)
|
(20.3)
|
Net cash used in financing activities
|
|
(31.3)
|
(20.3)
|
|
|
|
|
Net increase (decrease) in cash and short-term
deposits
|
|
15.3
|
(6.2)
|
Effect of exchange rate
changes
|
|
(0.2)
|
0.2
|
Cash and short-term deposits at
start of period (as restated)
|
|
56.5
|
91.3
|
Cash and short-term deposits at end of
period
|
|
71.6
|
85.3
|
|
1.
General
information, basis of preparation and accounting
policies
General information
The Rank Group Plc ('the Company')
and its subsidiaries (together 'the Group') operate gaming services
in Great Britain (including the Channel Islands), Spain and
India.
The Company is a public limited
company which is listed on the London Stock Exchange and is
incorporated and domiciled in England and Wales under registration
number 03140769. The address of its registered office is TOR,
Saint-Cloud Way, Maidenhead, SL6 8BN.
This condensed consolidated interim
financial information was approved for issue on 31 January
2024.
This condensed consolidated interim
financial information does not constitute statutory accounts within
the meaning of Section 434 of the Companies Act 2006. Statutory
accounts for the 12-month period ended 30 June 2023 were approved
by the Board of Directors on 16 August 2023 and delivered to the
Registrar of Companies. The report of the auditors on those
accounts was unqualified, did not draw attention to any matters by
way of emphasis, and did not contain a statement made under Section
498 of the Companies Act 2006.
This condensed consolidated interim
financial information has been reviewed but not audited.
Basis of preparation
This condensed consolidated interim
financial information for the six months ended 31 December 2023 has
been prepared in accordance with the Disclosure and Transparency
Rules of the Financial Conduct Authority and with UK-adopted
International Accounting Standards (IAS) 34 'Interim financial
reporting'. The condensed consolidated interim financial
information should be read in conjunction with the financial
statements for the 12-month period ended 30 June 2023, which have
been prepared in accordance with UK-adopted International
Accounting Standards.
Going concern
Assessment
In adopting the going concern basis
for preparing the condensed consolidated interim financial
statements, the Directors have considered the circumstances
impacting the Group during the last year, along with recent trading
performance as detailed in the trading review section, the latest
forecast for 2023/24 and the long range forecast up until 31
January 2025 approved by the Board. The Directors have also
reviewed the Group's projected compliance with its banking
covenants and access to funding options for the period until 31
January 2025; the going concern period.
The assumptions are consistent with
the assumptions made as at the June 2023 Annual Report, which were
approved by the Board. Key considerations are the assumptions on
the levels of customer visits and their average spend in the
venues-based businesses, the number of first time and returning
depositors in the digital businesses, and the average level of
spend per visit for each.
The key base case assumptions on
costs are as follows:
· Payroll costs are adjusted for increases in National Minimum
Wage and pay rises in April 2024.
· Rent
due is paid on time.
· Capital expenditure is in line with strategic
plans.
· Standard payment terms are assumed for supplier
payments.
The base case view contains certain
discretionary costs within management control that could be reduced
in the event of a revenue downturn. These include reductions to
overheads, reduction to marketing costs, reductions to the venues'
operating costs and reductions to capital expenditure.
The committed financing position in
the base case within the going concern assessment period is that
the Group have access to the following new committed facilities
which were executed on 22 January 2024:
· Revolving credit facilities ("RCF") of £90.0m, repayable in 3
years.
· Term
loan of £30.0m with bullet repayment in 2 years 9
months.
In undertaking their assessment,
the Directors also reviewed compliance with the banking covenants
("Covenants") which are tested bi-annually at June and
December. In the base case scenario, the Group expects to
meet the Covenants at June 2024 and December 2024 and have
available cash to meet liabilities as they fall due.
Sensitivity Analysis
The base case view reflects the
Directors' best estimate of the outcome for the going concern
period. A number of plausible but severe downside risks,
including consideration of controllable mitigating actions, have
been modelled with particular focus on the potential impact to cash
flows, cash headroom and covenant compliance throughout the going
concern period.
The two downside scenarios modelled
are:
(i) revenues in the
Grosvenor and digital businesses fall by 5% from the base case
scenario, with management taking no mitigating actions to reduce
costs or capex.
Having modelled the downside
scenario, the indication is that the Group would continue to meet
its covenant requirements and have available cash to meet its
liabilities.
(ii) a scenario explicitly
designed to show under what revenue declines the Company would run
out of liquidity, or the covenants would not be met. Revenues in
Grosvenor fall by 39.5% in H2 FY24 and by 32% in FY25 with
management taking actions including but not limited to: reduction
in employment costs; reduction in marketing costs; no dividends
paid. Management considers this scenario to be
remote.
Having reviewed the stress test
scenario, management are confident there are controllable
mitigating actions as described under (ii) that they can put into
place to prevent the scenario occurring.
Accordingly, the Directors have a
reasonable expectation that the Group has adequate resources to
continue in operational existence for a period at least through to
31 January 2025. For these reasons, the Directors continue to
adopt the going concern basis for the preparation of these
condensed consolidated interim financial statements.
Going concern statement
Based on the Group's cash flow
forecasts and business plan, the Directors believe that the Group
will generate sufficient cash to meet its liabilities and meet
covenant requirements as they fall due for the period up to 31
January 2025. In making such statement, the Directors
highlight forecasting accuracy in relation to the level of trading
performance achieved as the key sensitivity in the approved base
case.
The Directors have considered two
downside scenarios which reflects a reduced trading performance,
inflationary impacts on the cost base and various management
controllable mitigations.
In each of the downside scenarios,
the Group will generate sufficient cash to meet its liabilities as
they fall due and meet its covenant requirements to the period to
31 January 2025, with scenario (ii) requiring the implementation
and execution of mitigating cost actions within the control of
management.
Accounting policies
Standards, amendments to and interpretations of existing
standards adopted by the Group
The accounting policies and methods
of computation adopted in the condensed consolidated interim
financial information are consistent with those followed in the
Group's financial statements for the year ended 30 June 2023, with
the exception of the accounting policy in respect of assets held
for sale and discontinued operations, which is a new policy applied
by the Group for the six months ended 31 December 2023. The
policy is discussed in further detail below.
There are no new or amended
standards or interpretations that became effective in the period
from 1 July 2023 which have had a material impact upon the values
or disclosures in the condensed consolidated interim financial
information.
The Group has not early adopted any
standard, interpretation or amendment that has been issued but is
not yet effective.
Separately disclosed items ('SDIs')
The Group incurs costs and earns
income that is non-recurring in nature or that, in the Directors'
judgement, need to be disclosed separately by virtue of their size
and incidence in order for users of the condensed consolidated
interim financial information to obtain a proper understanding of
the financial information and the underlying performance of the
business.
These items include (but are not
limited to):
•
|
Amortisation of acquired intangible
assets;
|
•
|
Profit or loss on disposal of
businesses;
|
•
|
Costs or income associated to the
closure of venues;
|
•
|
Acquisition and disposal costs
including changes to deferred or contingent
consideration;
|
•
|
Impairment charges;
|
•
|
Reversal of previously recognised
impairment charges;
|
•
|
Property related
provisions;
|
•
|
Restructuring costs as part of an
announced programme;
|
•
|
Retranslation and remeasurement of
foreign currency contingent consideration;
|
•
|
General dilapidations provision
interest unwinding;
|
•
|
General dilapidations asset
depreciation;
|
•
|
Discontinued operations and assets
classified as held for sale;
|
•
|
Significant, material proceeds from
tax appeals, and
|
•
|
The tax impact of all the
above.
|
Determining whether an item is part
of specific adjusting items requires judgement to determine the
nature and the intention of the transaction.
Assets held for sale and discontinued
operations
This is a new policy which the
Group has applied for the first time, for the six months ended 31
December 2023.
The Group classifies non-current
assets and disposal of an asset as held for sale if their carrying
amounts will be recovered principally through a sale transaction
rather than through continuing use. Non-current assets are measured
at the lower of their carrying amount and fair value less costs to
sell. Costs to sell are the incremental costs directly attributable
to the disposal of an asset, excluding finance costs and income tax
expense.
The criteria for held for sale
classification is regarded as met only when the sale is highly
probable and the asset is available for immediate sale in its
present condition. Actions required to complete the sale should
indicate that it is unlikely that significant changes to the sale
will be made or that the decision to sell will be withdrawn.
Management must be committed to the plan to sell the asset and the
sale expected to be completed within one year from the date of the
classification.
Property, plant and equipment,
right-of-use assets and intangible assets are not depreciated or
amortised once classified as held for sale.
Assets and liabilities classified
as held for sale are presented separately as current items in the
balance sheets.
Discontinued operations are
excluded from the results of continuing operations and are
presented as a single amount as profit or loss after tax from
discontinued operations in the Group income statement.
Estimates and judgements
In preparing this condensed
consolidated financial information, management has made judgements,
estimates and assumptions that affect the application of accounting
policies and the reported amounts of assets, liabilities, income
and expenses, including inflationary cost pressures impacting the
cost of living and customer sentiment and behaviour. Actual results
may differ from these estimates. The significant judgements made by
management in applying the Group's accounting policies and the key
sources of estimation uncertainty were the same as those that
applied to the consolidated financial statements for the year ended
30 June 2023.
Taxation
Taxes on income in the interim
periods are accrued using the tax rate that would be applicable to
expected total annual earnings.
Prior period restatement
These consolidated interim
financial statements include a prior year restatement in relation
to: prior year costs identified in the Digital business which
erroneously had not been recognised in the prior year consolidated
interim income statements.
Unrecorded costs in the Digital business
During the period, the Group
identified an accumulated total of £4.4m of prior year adjustments
within the Digital business comprising £3.2m of trading related
costs which erroneously had not been recognised in the prior year
financial statements, and £1.2m of excess releases to income which
erroneously had been recognised in the prior year financial
statements. Of the total value of £4.4m, £0.5m relates to FY2022/23
which will be corrected as a prior period adjustment in FY23/24
financial statement. With £1.7m relating to H1 2022/23 and £(1.2)m
to H2 2022/23. The remaining £3.9m relates to pre
2022/23.
The adjustments to cash relate to
the trading related costs being erroneously recognised as cash in
transit.
The prior period comparatives have
been restated for the above items in accordance with IAS 8:
'Accounting Policies, Changes in Accounting Policies and Errors'
and have impacted the primary financial statements as
follows:
Income Statement
for the six months ended 31
December 2022
|
As previously
reported
|
Adjustment
|
Unaudited and
restated
|
|
£m
|
£m
|
£m
|
|
|
|
|
Revenue
|
338.9
|
-
|
338.9
|
Cost of sales
|
(303.8)
|
-
|
(303.8)
|
Gross profit
|
35.1
|
-
|
35.1
|
Other operating costs
|
(136.1)
|
(2.0)
|
(138.1)
|
Operating profit (loss)
|
(101.0)
|
(2.0)
|
(103.0)
|
Financing:
|
|
|
|
- finance costs
|
(6.1)
|
-
|
(6.1)
|
- finance
income
|
0.2
|
-
|
0.2
|
- other financial
gains
|
(0.2)
|
-
|
(0.2)
|
Total net financing
charge
|
(6.1)
|
-
|
(6.1)
|
Loss before taxation
|
(107.1)
|
(2.0)
|
(109.1)
|
Taxation
|
5.9
|
0.3
|
6.2
|
Loss profit for the period from
continuing operations
|
(101.2)
|
(1.7)
|
(102.9)
|
|
|
|
|
Loss for the period
|
(101.2)
|
(1.7)
|
(102.9)
|
|
As previously
reported
|
Adjustment
|
Unaudited and
restated
|
|
£m
|
£m
|
£m
|
|
|
|
|
Total earnings per share
attributable to equity shareholders
|
|
|
- basic
|
(21.6)p
|
(0.4)p
|
(22.0)p
|
- diluted
|
(21.6)p
|
(0.4)p
|
(22.0)p
|
Underlying earnings per share
attributable to equity shareholders
|
|
|
- basic
|
(21.6)p
|
(0.4)p
|
(22.0)p
|
- diluted
|
(21.6)p
|
(0.4)p
|
(22.0)p
|
Balance Sheet
At 30 June 2023
|
Audited and
reported
£m
|
Adjustment
£m
|
Audited and
restated
£m
|
Assets
|
|
|
|
Other receivables
|
6.2
|
(0.8)
|
5.4
|
Deferred tax assets
|
7.6
|
0.5
|
8.1
|
Income tax receivable
|
14.9
|
0.1
|
15.0
|
Cash and short-term
deposits
|
60.0
|
(2.0)
|
58.0
|
Total assets
|
738.4
|
(2.2)
|
736.2
|
|
|
|
|
Liabilities
|
|
|
|
Trade and other payables
|
(126.1)
|
(2.2)
|
(128.3)
|
Total liabilities
|
(408.4)
|
(2.2)
|
(410.6)
|
|
|
|
|
Net assets
|
330.0
|
(4.4)
|
325.6
|
|
|
|
|
Equity
|
|
|
|
Retained earnings
|
61.6
|
(4.4)
|
57.2
|
Total equity before non-controlling
interests
|
329.7
|
(4.4)
|
325.3
|
Non-controlling
interests
|
0.3
|
-
|
0.3
|
Total shareholders' equity
|
330.0
|
(4.4)
|
325.6
|
Cash flow statement
for the six months ended 31
December 2022
|
As previously
reported
£m
|
Adjustment
£m
|
Unaudited and
restated
£m
|
Cash flows from operating activities
|
|
|
|
Cash generated from
operations
|
48.6
|
-
|
48.6
|
Net cash generated from operating activities
|
38.6
|
-
|
38.6
|
Net cash used in investing activities
|
(24.5)
|
-
|
(24.5)
|
Net cash used from financing activities
|
(20.3)
|
-
|
(20.3)
|
Net decrease in cash and short-term deposits
|
(6.2)
|
-
|
(6.2)
|
Cash and short-term deposit at the start of the
period
|
95.7
|
(4.4)
|
(91.3)
|
Cash and short-term deposits at end of
period
|
89.7
|
(4.4)
|
85.3
|
2.
Segment information
|
Six months ended 31 December
2023 (unaudited)
|
|
Digital
|
Grosvenor
Venues
|
Mecca
Venues
|
Enracha
Venues
|
Central
Costs
|
Total
|
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
|
|
|
|
|
|
|
Segment revenue
|
108.4
|
167.5
|
67.2
|
19.5
|
-
|
362.6
|
|
|
|
|
|
|
|
Operating profit (loss)
|
10.1
|
14.0
|
-
|
5.0
|
(7.5)
|
21.6
|
Separately disclosed
items
|
(3.8)
|
(0.3)
|
(1.0)
|
-
|
(0.3)
|
(5.4)
|
Segment result
|
6.3
|
13.7
|
(1.0)
|
5.0
|
(7.8)
|
16.2
|
|
|
|
|
|
|
|
Finance costs
|
|
|
|
|
|
(5.9)
|
Finance income
|
|
|
|
|
|
0.4
|
Other financial gains
|
|
|
|
|
|
(0.3)
|
Profit before taxation
|
|
|
|
|
|
10.4
|
Taxation
|
|
|
|
|
|
(1.6)
|
Profit for the period from continuing
operations
|
|
|
|
|
|
8.8
|
|
|
|
|
|
|
|
|
|
|
|
Six
months ended 31 December 2022 (unaudited and restated)
|
|
Digital
|
Grosvenor
Venues
|
Mecca
Venues
|
Enracha
Venues
|
Central Costs
|
Total
|
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
|
|
|
|
|
|
|
Segment revenue
|
100.8
|
153.4
|
67.0
|
17.7
|
-
|
338.9
|
|
|
|
|
|
|
|
Operating profit (loss)
|
5.4
|
4.3
|
(5.9)
|
3.9
|
(6.5)
|
1.2
|
Separately disclosed
items
|
(4.7)
|
(46.7)
|
(55.9)
|
(0.1)
|
3.2
|
(104.2)
|
Segment result
|
0.7
|
(42.4)
|
(61.8)
|
3.8
|
(3.3)
|
(103.0)
|
|
|
|
|
|
|
|
Finance costs
|
|
|
|
|
|
(6.1)
|
Finance income
|
|
|
|
|
|
0.2
|
Other financial losses
|
|
|
|
|
|
(0.2)
|
Loss before taxation
|
|
|
|
|
|
(109.1)
|
Taxation
|
|
|
|
|
|
6.2
|
Loss for the period from continuing
operations
|
|
|
|
|
|
(102.9)
|
|
|
|
|
|
|
|
|
|
|
|
| |
Under IFRS 8 - Operating Segments,
segments are reported in a manner consistent with internal
reporting provided to the Chief Operating Decision-Makers
("CODM").
To increase transparency, the Group
continues to include additional disclosure analysing total costs by
type and segment. A reconciliation of total costs, before
separately disclosed items, by type and segment is as
follows:
|
|
|
|
|
|
|
|
|
Six months ended 31 December 2023
(unaudited)
|
|
|
Digital
|
Grosvenor
Venues
|
Mecca
Venues
|
Enracha
Venues
|
Central
Costs
|
Total
|
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
Employment and related
costs
|
16.5
|
67.9
|
22.7
|
9.4
|
3.4
|
119.9
|
Taxes and duties
|
24.4
|
35.1
|
12.3
|
1.0
|
1.8
|
74.6
|
Direct costs
|
26.4
|
15.2
|
10.6
|
1.7
|
-
|
53.9
|
Property costs
|
0.3
|
5.2
|
2.3
|
0.3
|
0.1
|
8.2
|
Marketing
|
19.3
|
4.1
|
2.3
|
1.4
|
-
|
27.1
|
Depreciation and
amortisation
|
7.1
|
11.9
|
2.7
|
0.7
|
1.5
|
23.9
|
Other
|
4.3
|
14.1
|
14.3
|
-
|
0.7
|
33.4
|
Total costs before SDI
|
98.3
|
153.5
|
67.2
|
14.5
|
7.5
|
341.0
|
|
|
|
|
|
|
|
Cost of sales
|
|
|
|
|
|
208.3
|
Operating costs
|
|
|
|
|
|
132.7
|
Total costs before SDI
|
|
|
|
|
|
341.0
|
|
|
|
|
|
Six
months ended 31 December 2022 (unaudited and restated)
|
|
|
Digital
|
Grosvenor
Venues
|
Mecca
Venues
|
Enracha
Venues
|
Central
Costs
|
Total
|
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
Employment and related
costs
|
14.9
|
62.5
|
22.9
|
8.5
|
3.9
|
112.7
|
Taxes and duties
|
24.2
|
33.5
|
12.8
|
1.0
|
0.3
|
71.8
|
Direct costs
|
27.5
|
14.3
|
10.7
|
1.4
|
-
|
53.9
|
Property costs
|
0.3
|
5.4
|
3.2
|
0.5
|
0.5
|
9.9
|
Marketing
|
17.6
|
3.4
|
2.8
|
1.1
|
0.1
|
25.0
|
Depreciation and
amortisation
|
7.4
|
15.9
|
6.0
|
0.8
|
1.4
|
31.5
|
Other
|
3.5
|
14.1
|
14.5
|
0.5
|
0.3
|
32.9
|
Total costs before SDI
|
95.4
|
149.1
|
72.9
|
13.8
|
6.5
|
337.7
|
|
|
|
|
|
|
|
Cost of sales
|
|
|
|
|
|
208.4
|
Operating costs
|
|
|
|
|
|
129.3
|
Total costs before SDI
|
|
|
|
|
|
337.7
|
|
|
|
|
|
|
|
| |
3.
Separately disclosed
items
|
Six months ended
31 December
2023
|
Six
months ended
31 December
2022
|
|
(unaudited)
|
(unaudited)
|
|
£m
|
£m
|
Separately disclosed items
|
|
|
Amortisation of acquired intangible
assets
|
(3.2)
|
(4.4)
|
Closure of venues
|
(0.1)
|
(7.3)
|
Property related
provisions
|
(1.6)
|
-
|
Impairment of assets held for sale
(note 8)
|
(0.5)
|
-
|
Impairment charges
|
-
|
(95.4)
|
Integration costs
|
-
|
(0.1)
|
Disposal provision
|
-
|
3.7
|
Business transformation
costs
|
-
|
(0.7)
|
Impact on operating profit
|
(5.4)
|
(104.2)
|
Interest
|
(0.5)
|
(0.1)
|
Taxation (note 5)
|
0.9
|
7.0
|
Total separately disclosed items
|
(5.0)
|
(97.3)
|
Amortisation of acquired intangible assets
Acquired intangible assets are
amortised over the life of the assets with the charge being
included in the Group's reported amortisation expense. Given
these charges are material and non-cash in nature, the Group's
underlying results have been adjusted to exclude the amortisation
expense of £3.2m (2022: £4.4m) relating to the acquired intangible
assets of Stride and YoBingo.
Closure of venues
During the period, the Group has
recognised £0.1m of closure costs, related to a number of Mecca
venues and additional incidental closure costs that could not be
provided for at the year-end. Upon initial recognition of closure
provisions, management uses its best estimates of the expected
relevant costs to be incurred, as well as expected closure dates.
These estimates are reviewed periodically to ensure they remain
reasonable. During the six months ended 31 December 2022, the Group
closed a number of Grosvenor and Mecca venues at a cost of
£7.3m.
These are material, one-off costs
and as such have been excluded from underlying results.
Property related provisions
The Group recognised a dilapidation
liability (and corresponding dilapidation asset) of £27.2m during
the period ended 31 December 2022. As a result, the Group have
recognised dilapidation asset depreciation of £0.7m (2022: £nil)
and interest on dilapidation liability of £0.5m (2022: £nil) both
recognised as separately disclosed items. During the period, the
Group raised £0.8m in closure provisions for a number of Mecca
venues which are already closed or due to close in the current
financial year. Additionally, the Group created a £0.4m specific
dilapidation provision for two of these venues. Concurrently, the
Group released £0.4m from specific dilapidation provision for one
Grosvenor venue.
Property related provisions do not
relate to the operations of the Group, rather a direct result of
potential club or property closure and are therefore excluded from
underlying results.
This is a material, one-off
provision and as such has been excluded from underlying results
consistent with the original recognition of the
provision.
Impairment charges
During the period, the Group
recognised £nil impairment charges. During the six months ended 31
December 2022, the Group recognised impairment charges of £95.4m
relating to Grosvenor venues and Mecca clubs. This was following an
assessment whereby further impairment charges were recognised for a
number of reasons, including lower than anticipated performances,
further reduction in forecast earnings and a decision to close a
number of clubs and venues.
These items are material,
non-recurring and as such, have been excluded from underlying
results.
Integration costs
Costs directly associated with the
integration of business acquisitions are charged to the income
statement. Such items are material, infrequent in nature and are
not considered to be part of the underlying business
performance.
During the six months ended 31
December 2022, £0.1m of costs were excluded from the underlying
operating results of the Group.
Disposal provision
In prior years, a provision was
made for legacy industrial disease and personal injury claims, and
other directly attributable costs arising as a consequence of the
sale or closure of previously owned businesses. During the six
months ended 31 December 2022, the Group re-considered this
provision by reviewing the historic and recent claims including the
final settlement made. The Group also assessed the likelihood of
payment for existing and potential future claims and concluded, in
most cases, that the payment could be not determined as probable.
It was therefore determined necessary to release the provision of
£3.7m in the six months ended 31 December 2022.
Business transformation costs
This was a multi-year change
programme for the Group focused around revenue growth, cost
savings, efficiencies and ensuring the key enablers are in
place. The transformation programme started in January 2019
and expected to complete by 31 December 2021, but due to COVID-19
this period was extended. The multi-year change programme was a
material, infrequent programme and was not considered to be part of
the underlying business performance.
In the six months ended 31 December
2022, £0.7m of costs were excluded from the underlying performance
of the Group.
4. Financing
|
Six months ended
31 December
2023
|
Six
months ended
31 December
2022
|
|
(unaudited)
|
(unaudited)
|
|
£m
|
£m
|
Finance costs:
|
|
|
Interest on debt and
borrowings
|
(2.2)
|
(2.2)
|
Amortisation of issue costs on
borrowings
|
(0.9)
|
(0.7)
|
Interest payable on
leases
|
(2.8)
|
(3.2)
|
Total finance costs
|
(5.9)
|
(6.1)
|
|
|
|
Finance income:
|
|
|
Interest income on short-term bank
deposits
|
0.4
|
0.2
|
Total finance income
|
0.4
|
0.2
|
|
|
|
Other financial gains (losses)
|
0.2
|
(0.1)
|
|
|
|
Total net financing charge before separately disclosed
items
|
(5.3)
|
(6.0)
|
Separately disclosed items -
interest
|
(0.5)
|
(0.1)
|
Total net financing charge
|
(5.8)
|
(6.1)
|
5.
Taxation
Income tax is recognised based on
management's best estimate of the weighted average annual income
tax rate expected for the full financial period.
|
Six months ended
31 December
2023
|
Six
months ended
31 December
2022
|
|
(unaudited)
|
(unaudited)
|
Current income tax
|
£m
|
£m
|
Current income tax - UK
|
-
|
0.3
|
Current income tax -
overseas
|
(1.5)
|
(1.1)
|
Current income tax charge
|
(1.5)
|
(0.8)
|
Current income tax on
SDI
|
-
|
3.0
|
Amounts over provided in previous
periods
|
-
|
(0.5)
|
Total current income tax (charge) credit
|
(1.5)
|
1.7
|
Deferred tax
|
|
|
Deferred tax - UK
|
(1.1)
|
-
|
Deferred tax - overseas
|
(0.6)
|
-
|
Deferred tax on SDI
|
1.2
|
4.0
|
Amounts over provided in previous
year
|
0.4
|
0.5
|
Total deferred tax (charge) credit
|
(0.1)
|
4.5
|
|
|
|
Tax (charge) credit in the income statement
|
(1.6)
|
6.2
|
The tax effect of items within
other comprehensive income is as follows:
|
Six months ended
31 December
2023
|
Six
months ended
31 December
2022
|
|
(unaudited)
|
(unaudited)
|
|
£m
|
£m
|
Current tax credit on exchange
movements offset in reserves
|
0.1
|
0.2
|
Total tax credit on items within other comprehensive
income
|
0.1
|
0.2
|
Factors affecting future taxation
The Group operates in a number of
territories and so the Group's profits are subject to tax in
various jurisdictions. The Group monitors income tax developments
in these territories which could affect the Group's tax
liabilities.
On 20 June 2023 the UK Finance Bill
was substantively enacted in the UK, including legislation to
implement the OECD Pillar Two income taxes for periods beginning on
or after 1 January 2024. The Group has applied the exception in the
Amendments to IAS 12 issued in May 2023 and has neither recognised
nor disclosed information about deferred tax assets or liabilities
relating to Pillar Two income taxes.
UK corporation tax is calculated at
25.0% (six months ended 31 December 2022: 20.5%) of the estimated
assessable profit for the period. Taxation for overseas operations
is calculated at the local prevailing rates.
On 3 March 2021, the Chancellor of
the Exchequer announced the increase in the main rate of
corporation tax from 19.00% to 25.00% for the year starting 1 April
2023. This change was substantively enacted on 24 May
2021.
This rate increase will increase
the amount of cash tax payments to be made by the Group.
Deferred tax
At 31 December 2023, there is a net
deferred tax asset of £6.3m in respect of the UK. Deferred
tax assets are recognised on tax losses to the extent that it is
probable that future taxable profits will be available against
which they can be used.
Deferred tax assets are reviewed at
each reporting date taking into account the recoverability of the
deferred tax assets, future profitability and any restrictions on
use. In considering their recoverability, the Group takes
into account all relevant and available evidence to assess future
profitability over a reasonably foreseeable time period. In
assessing the probability of recovery, the Directors have reviewed
the Group's Strategic Plan that has been used for both the Going
Concern and the fixed asset impairment testing. This plan
anticipates the existence of future taxable profits as the Group
continues its recovery from the impact on trading from
Covid-19. This recovery is expected primarily in the
Grosvenor business with recent and ongoing investment in
refurbishing venues and product enhancement driving additional
revenues. Based on the Group's Strategic Plan, the deferred
tax asset recognised on tax losses is expected to be recovered by
2028.
6.
Dividends
No interim dividend in respect of
the period ended 31 December 2023 (31 December 2022: £nil) has been
declared.
7. Underlying earnings per share
Underlying earnings is calculated
by adjusting profit attributable to equity shareholders to exclude
separately disclosed items and the related tax effects.
Underlying earnings is one of the business performance measures
used internally by management to manage the operations of the
business. Management believes that the underlying earnings measure
assists in providing a view of the underlying performance of the
business.
Underlying net earnings
attributable to equity shareholders is derived as
follows:
|
Six months ended
31 December
2023
|
Six
months ended
31 December
2022
|
|
(unaudited)
|
(unaudited and restated)
|
|
£
|
£
|
Profit (loss) attributable to
equity shareholders
|
9.0m
|
(102.9)m
|
Adjusted for:
|
|
|
Separately disclosed items after
tax
|
4.5m
|
97.3m
|
Underlying earnings (loss) attributable to equity
shareholders
|
13.5m
|
(5.6)m
|
Continuing
operations
|
13.5m
|
(5.6)m
|
Weighted average number of ordinary
shares in issue
|
468.4m
|
468.4m
|
Underlying earnings (loss) per share - basic
|
2.9p
|
(1.2)p
|
Continuing
operations
|
2.9p
|
(1.2)p
|
Underlying earnings (loss) per share -
diluted
|
2.9p
|
(1.2)p
|
Continuing
operations
|
2.9p
|
(1.2)p
|
8.
Assets and liabilities of disposal group classified as held for
sale
At 31 December 2023 the Group had a
detailed plan, which was largely complete, to sell its controlling
equity stake in Passion Gaming Private Limited ("Passion Gaming"),
its online operator of digital card games in India, to its founders
and non-controlling equity stakeholders, for an expected
consideration of £0.2m. The consideration is payable in cash
on completion subject to customary adjustments. The sale is
conditional on a limited number of conditions usual for this type
of transaction and is expected to complete in the first quarter of
2024. The Passion Gaming business is included in the Digital
segment.
The divestment is driven by the
change in the local fiscal regulations which substantially
increased the tax burden on Passion Gaming. These tax changes
were announced at the beginning of August 2023 and came into effect
on 1 October 2023. The Group conducted a review of its
strategic options and concluded that divestment was the appropriate
option.
The assets and liabilities at 31
December 2023 of Passion Gaming have been reclassified as a
disposal group held for sale. The major classes of assets and
liabilities held for sale, after adjustment for impairment, which
relate to Passion Gaming consist of the following:
|
|
|
|
As at
31 December
2023
|
|
|
|
|
£m
|
Intangible assets
|
|
|
|
-
|
Property, plant and
equipment
|
|
|
|
-
|
Trade and other
receivables
|
|
|
|
0.2
|
Cash and cash
equivalents
|
|
|
|
1.9
|
Assets classified as held for sale
|
|
|
|
2.1
|
|
|
|
|
|
Trade and other payables
|
|
|
|
0.8
|
Provisions
|
|
|
|
0.3
|
Liabilities classified as held for sale
|
|
|
|
1.1
|
As at the date of reclassification
of the Passion Gaming disposal group to held for sale on 31
December 2023, the fair value less cost to sell was less than the
carrying amounts. The impairment loss arising on measurement
to fair value less cost to sell was £0.5m which has been included
as a separately disclosed item in other operating expenses within
continuing operations in the income statement for the six months
ended 31 December 2023 and includes expected transaction and
completion costs.
The impairment loss of £0.5m
arising on measurement to fair value less costs to sell has been
applied to reduce the carrying amounts of intangible assets by
£0.1m to £nil, property, plant and equipment by £0.1m to £nil with
additional provisions of £0.3m being recognised.
Prior to disposal Passion Gaming
will settle its outstanding intercompany liabilities of £0.8m in
cash from the £1.9m cash balance included in the asset disposal
group. The loss on disposal that will be recognised as a
separately disclosed item on completion of the transaction will
also include historical foreign exchange gains and losses
previously recognised in equity which at 31 December 2023 amounted
to a cumulative loss of £0.1m.
9. Provisions
|
Property
related
|
Disposal
|
Indirect
tax
|
Pay
|
Warranty
|
|
|
provisions
|
provisions
|
provisions
|
provisions
|
provisions
|
Total
|
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
At
1 July 2023 (audited)
|
37.3
|
0.2
|
1.2
|
0.1
|
0.2
|
39.0
|
|
|
|
|
|
|
|
Charge to income statement -
SDI
|
1.7
|
-
|
-
|
-
|
-
|
1.7
|
Released to the income statement -
SDI
|
(0.4)
|
-
|
-
|
-
|
-
|
(0.4)
|
Utilised in period
|
(1.0)
|
-
|
(1.2)
|
-
|
-
|
(2.2)
|
At
31 December 2023 (unaudited)
|
37.6
|
0.2
|
-
|
0.1
|
0.2
|
38.1
|
|
|
|
|
|
|
|
Current
|
3.1
|
0.2
|
-
|
0.1
|
0.2
|
3.6
|
Non-current
|
34.5
|
-
|
-
|
-
|
-
|
34.5
|
At
31 December 2023 (unaudited)
|
37.6
|
0.2
|
-
|
0.1
|
0.2
|
38.1
|
|
|
|
|
|
|
| |
Provisions have been made based on
management's best estimate of the future cash flows, taking into
account the risks associated with each obligation.
Property related provisions
Where the Group no longer operates
from a leased property, onerous property contract provisions are
recognised for the lease net cost over the expected economic
benefits. Unless a separate exit agreement with a landlord has
already been agreed, the Group's policy is that this onerous
contract provision includes all unavoidable costs of meeting the
obligations of the contract. The amounts provided are based on the
Group's best estimates of the likely committed outflows and site
closure dates. These provisions do not include lease liabilities,
however, do include unavoidable costs related to the lease such as
service charges, insurance and other directly related costs. As at
31 December 2023, property related provisions include £34.7m (31
December 2022: £36.5m) provision for dilapidations and £2.9m (31
December 2022: £3.0m) onerous contracts provision.
Provisions for dilapidations are
recognised where the Group has the obligation to make good its
leased properties. The Group re-considered the basis of the general
dilapidation provision estimate and recognised an additional asset
and liability of £27.2m in financial year 2022-23 as general
dilapidation provisions. Following the closures of venues in last
three financial years, the possibility of future closures, together
with a hardening position from landlords and recessionary
environment making certain properties less attractive. These
provisions are recognised based on historically settled
dilapidations claims which form the basis of the estimated future
cash outflows. Any difference between amounts expected to be
settled and the actual cash outflow will be accounted for in the
period when such determination is made within the income
statement.
Where the Group is able to exit
lease contracts before the expiry date or agree to sublets, this
results in the release of any associated property provisions. Such
events are subject to the agreement of the landlord; therefore, the
Group makes no assumptions about the ability to either exit or
sublet a property until a position is contractually
agreed.
Disposal provisions
In prior years, a provision was
made for legacy industrial disease and personal injury claims, and
other directly attributable costs arising as a consequence of the
sale or closure of previously owned businesses.
As at 31 December 2023, the balance
of the disposal provision is £0.2m (31 December 2022: £0.2m),
relating to one individual claim where the Group continues to
pay.
Indirect tax provisions
The indirect tax provision relates
to an amusement machine licence duty claim by HMRC. Rank was
required to settle the claim from HMRC and accordingly a payment of
£1.2m was made in August 2023. The balance is £nil at 31 December
2023 (31 December 2022: £1.2m).
Pay provisions
The balance of £0.1m (31 December
2022: £0.1m) relates to the remaining settlements associated with
the National Minimum Wage (NMW) Regulations for those employees for
whom the Group is still in contact for payment details.
Warranty provisions
As a result of the Group's sale of
its Blankenberge Casino in Belgium, a warranty provision of £0.8m
was recognised in SDI as at 30 June 2021. This amount
represented Rank's best estimate of liability in relation to
certain indemnities and warranties provided to the purchaser.
In the event that the provision for warranties is not called upon
over the five-year period, this amount will be released to the
Group income statement as an additional profit on sale.
During the year ended 30 June 2023, the Group recognised £0.3m
additional profit on sale within the SDI of the Group income
statement (30 June 2022: £0.2m). The release represents
Rank's best estimate of liability that have now passed due to the
passage of time in which the purchaser can no longer
claim.
As at 31 December 2023, the balance
of the warranty provision is £0.2m.
10.
Borrowings to net debt
reconciliation
Accrued interest and unamortised
facility fees are classified as loans and borrowings. A
reconciliation of loans and borrowings disclosed in the balance
sheet to the Group's net debt position is provided
below:
|
At
31 December
|
At
31 December
|
|
2023
|
2022
|
|
(unaudited)
|
(unaudited and restated)
|
|
£m
|
£m
|
Total loans and
borrowings
|
(54.4)
|
(78.4)
|
Adjusted for:
|
|
|
Accrued interest
|
0.4
|
0.4
|
Unamortised facility
fees
|
-
|
(0.8)
|
|
(54.0)
|
(78.8)
|
Cash and short-term deposits from
operations
|
69.7
|
85.3
|
Cash and short-term deposits from
assets held for sale
|
1.9
|
-
|
Net cash excluding IFRS16 lease liabilities
|
17.6
|
6.5
|
IFRS 16 lease
liabilities
|
(162.3)
|
(169.2)
|
Net debt
|
(144.7)
|
(162.7)
|
11.
Cash generated from
operations
|
Six months ended
31 December
2023
(unaudited)
|
Six
months ended
31 December
2022
(unaudited and restated)
|
|
£m
|
£m
|
Profit (loss) for the
year
|
8.8
|
(103.2)
|
Adjustments for:
|
|
|
Depreciation and
amortisation
|
23.9
|
31.5
|
Amortisation of arrangement
fees
|
0.9
|
-
|
Share-based payments
|
0.5
|
0.2
|
Net financing charge
|
5.3
|
6.0
|
Income tax charge
|
2.8
|
1.1
|
Separately disclosed
items
|
4.8
|
97.3
|
|
47.0
|
32.9
|
Increase in inventories
|
(0.2)
|
(0.3)
|
Decrease (increase) in other
receivables
|
8.2
|
(3.2)
|
Increase in trade and other
payables
|
11.1
|
21.8
|
|
66.1
|
51.2
|
Cash utilisation of
provisions
|
(2.3)
|
(1.8)
|
Payments in respect of separately
disclosed items
|
(0.8)
|
(0.8)
|
|
|
|
Cash generated from operations
|
63.0
|
48.6
|
12.
Contingent liabilities
Property arrangements
The Group has certain property
arrangements under which rental payments revert to the Group in the
event of default by the third party. At 31 December 2023, it is not
considered probable that the third party will default. As
such, no provision has been recognised in relation to these
arrangements. If the party were to default on these
arrangements, the obligation for the Group would be £0.8m on a
discounted basis.
Legal and regulatory landscape
Given the nature of the legal and
regulatory landscape of the industry, from time to time the Group
receives notices and communications from regulatory authorities and
other parties in respect of its activities and is subject to
regular compliance assessments of its licensed
activities.
The Group recognises that there is
uncertainty over any fines or charges that may be levied by
regulators as a result of past events and depending on the status
of such reviews, it is not always possible to reliably estimate the
likelihood, timing and value of potential cash outflows.
Disposal claims
As a consequence of historic sale
or closure of previously owned businesses, the Group may be liable
for legacy industrial disease and personal injury claims alongside
any other directly attributable costs. The nature and timing of
these claims is uncertain and depending on the result of the
claim's assessment review, it is not always possible to reliably
estimate the likelihood, timing and value of potential cash
outflow.
Contingent consideration
On 21 April, the Group completed
the purchase of the remaining 50% shareholding of Rank Interactive
Limited (formerly known as Aspers Online Limited) for a total
consideration £1.3m. Of this consideration, £0.5m was paid in
cash on completion in lieu of the outstanding loan balance the
Company owed to the seller and £0.8m in contingent consideration
included in trade and other payables of the Group balance
sheet. The contingent consideration will be equivalent to a
percentage of the net gaming revenue generated from the acquired
customer database. A present value of £0.8m was
provisionally recognised for the contingent consideration and is
dependent upon the date a competing online gaming operation is
established.
During the six months ended 31
December 2023, the Group settled £nil (year ended 30 June 2023:
£0.4m) of the contingent consideration leaving a balance of
£0.4m.
13.
Related parties and ultimate
parent undertaking
Guoco Group Limited (Guoco), a
company incorporated in Bermuda, and listed on the Hong Kong stock
exchange has a controlling interest in The Rank Group Plc.
The ultimate parent undertaking of Guoco is GuoLine Capital Assets
Limited ('GuoLine') which is incorporated in Jersey. At 31 December
2023, entities controlled by GuoLine owned 57.4% (31 December 2022:
57.5%) of the Company's shares, including 53.3% (31 December 2022:
53.4%) through Guoco's wholly-owned subsidiary, Rank Assets
Limited, the Company's immediate parent undertaking. Hong Leong
Company (Malaysia) Berhad ("Hong Leong") was the ultimate parent
company of Guoco until 16 April 2021 whereupon, following an
internal restructure, GuoLine became the ultimate parent company of
Guoco.
14.
Post balance sheet
events
The Group has signed a total debt
facility of £120.0m on 22 January 2024. The new debt facility
comprises £90.0m of a revolving credit facility ("RCF") with a
maturity of three years and £30.0m of a term loan with a maturity
of two years and nine months. Upon the commencement of the new
loan, £2.3m of unamortised fees will be written off in January
2024. The estimated arrangement fees for the new debt facility are
approximately £1.8m and these fees will be amortised over the
length of the £120.0m facility.