TIDMBMY
RNS Number : 4107Q
Bloomsbury Publishing PLC
18 June 2020
18 June 2020
Annual Financial Report
Bloomsbury Publishing Plc (the "Company")
The Company released its Preliminary Announcement of annual
results for the year ended 29 February 2020 on 20 May 2020. Further
to the Preliminary Announcement, the Company can confirm that the
Annual Report and Accounts for the year ended 29 February 2020
("2020 Annual Report") and the Notice of Annual General Meeting
("Notice of AGM") have been posted, or otherwise made available, to
Shareholders.
The 2020 Annual Report and the Notice of AGM may also be viewed
on the Company's website at www.bloomsbury-ir.co.uk.
AGM
The Company's Annual General Meeting ("AGM") will be held on
Tuesday 21 July 2020 at 12.00 noon.
In light of the coronavirus pandemic and the Government's "Stay
Alert Measures", the AGM this year will be run as a closed meeting.
Shareholders will not be permitted to attend the AGM in person and
are strongly encouraged to participate by submitting a proxy vote
in advance of the meeting and appointing the Chair of the Meeting
as their proxy. Legislation to allow closed AGMs to be held
virtually is anticipated, and we intend to avail ourselves of this
option if such legislation is promulgated before the AGM.
Shareholders are invited to submit to the Board any questions
they would otherwise have asked at the AGM ahead of the meeting by
email to AGM2020@bloomsbury.com.
The Company hopes that Shareholders will understand that these
steps are being taken to protect Shareholders, employees and the
Board.
The Company is continuing to closely monitor the evolving
situation and Government advice relating to the pandemic and will
provide any appropriate updates in relation to the AGM via its
investor relations website (www.bloomsbury-ir.com) and the
Regulatory News Service.
National Storage Mechanism
Pursuant to Listing Rule 9.6.1, the 2020 Annual Report and the
Notice of AGM have been submitted to the National Storage Mechanism
and will shortly be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism .
Additional Information
In accordance with Disclosure Guidance and Transparency Rule
6.3.5(2)(b), additional information is set out in the appendices to
this announcement. The directors' responsibility statement, a
description of the principal risks and uncertainties and details of
related party transactions are set out below in full unedited text
extracted from the 2020 Annual Report. The text below should be
read in conjunction with the Company's final results for the period
ended 29 February 2020 which were announced in unedited, unaudited
full text on 20 May 2020. This information is not a substitute for
reading the 2020 Annual Report.
Enquiries:
Maya Abu-Deeb
Group General Counsel & Company Secretary
Bloomsbury Publishing Plc
Telephone +44(0)20 7631 5600
APPIX 1: Directors' Responsibilities Statement
The following directors' responsibility statement is extracted
from the 2020 Annual Report (page 74):
Statement of Directors' responsibilities
The Directors are responsible for preparing the Annual Report
and the Group and parent Company financial statements in accordance
with applicable law and regulations. Company law requires the
Directors to prepare Group and parent Company financial statements
for each financial year. Under that law they are required to
prepare the Group financial statements in accordance with
International Financial Reporting Standards as adopted by the
European Union ("IFRSs as adopted by the EU") and applicable law
and have elected to prepare the parent Company financial statements
on the same basis.
Under Company Law, the Directors must not approve the financial
statements unless they are satisfied that they give a true and fair
view of the state of affairs of the Group and parent Company and of
their profit or loss for that period. In preparing each of the
Group and parent Company financial statements, the Directors are
required to:
-- Select suitable accounting policies and then apply them consistently;
-- Make judgements and estimates that are reasonable, relevant and reliable;
-- State whether they have been prepared in accordance with IFRSs as adopted by the EU;
-- Assess the Group and parent Company's ability to continue as
a going concern, disclosing, as applicable, matters related to
going concern; and
-- Use the going concern basis of accounting unless they either
intend to liquidate the Group or the parent Company or to cease
operations, or have no realistic alternative but to do so. The
Directors' statement regarding the adoption of the going concern
basis of accounting is set out in the Strategic Report on page 45
and at note 2c.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the parent
Company's transactions and disclose with reasonable accuracy at any
time the financial position of the parent Company and enable them
to ensure that its financial statements comply with the Companies
Act 2006. They are responsible for such internal control as they
determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to
fraud or error, and have general responsibility for taking such
steps as are reasonably open to them to safeguard the assets of the
Group and to prevent and detect fraud and other irregularities.
Under applicable law and regulations, the Directors are also
responsible for preparing a Strategic Report, Directors' Report,
Directors' Remuneration Report and Corporate Governance Statement
that complies with that law and those regulations.
The Directors are responsible for the maintenance and integrity
of the corporate and financial information included on the
Company's website, www.bloomsbury-ir.co.uk. Legislation in the UK
governing the preparation and dissemination
of financial statements may differ from legislation in other
jurisdictions.
Safe harbour
Under the Companies Act 2006, a safe harbour limits the
liability of Directors in respect of statements in and omissions
from the Strategic Report and the Directors' Report. Pages 1 to 184
of the Annual Report, and the front and back covers to the Annual
Report, are included within the Directors' Report by reference and
so are included within the safe harbour.
Responsibility statement of the Directors in respect of the
annual financial report
In accordance with DTR 4.1.12R, each of the Directors, whose
names and roles are set out in the Corporate Governance section on
pages 68 to 69, confirm that to the best of their knowledge:
-- The financial statements, prepared in accordance with the
applicable set of accounting standards, give a true and fair view
of the assets, liabilities, financial position and profit or loss
of the parent Company and the undertakings included in the Group
taken as a whole; and
-- The Management Report (which includes the Strategic Report
and the Directors' Report) includes a fair review of the
development and performance of the business and the position of the
Group, together with a description of the principal risks and
uncertainties that it faces.
We consider the Annual Report and Accounts, taken as a whole, is
fair, balanced and understandable and provides the information
necessary for Shareholders to assess the Group's position and
performance, business model and strategy.
Legislation in the UK governing the preparation and
dissemination of financial statements may differ from legislation
in other jurisdictions.
The Strategic Report and Directors' Report were approved by the
Board on 20 May 2020.
APPIX 2: Principal Risks and Uncertainties
The following description of the principal risks and
uncertainties that the Company faces is extracted from the 2020
Annual Report (pages 41 to 44):
Principal Risks
Key area Description Mitigation
Market Market volatility: Impact
of the coronavirus pandemic * Close monitoring of revenue streams and affected
Sales of print books in supply chains, with increased marketing and sales
the Group's key markets activities focused on unaffected retail channels such
are being impacted by the as online retailers, supermarkets and the Company's
imposition of Government own website Bloomsbury.com.
lockdowns, restrictions
and retail closures.
* Increased focus on promoting digital book sales
(ebooks and audio books) and BDR products (as
academic institutional customers pivot to digital
resources to support remote learning for students).
------------------------------------ ------------------------------------------------------------
Increased dependence on
internet retailing * Grow expert marketing teams skilled in internet
Growth of online retailers sales.
may impact on the discoverability
of Bloomsbury titles and
lead to a reduction in sales * Engage with multiple internet retailers and support
channels available to the independent retailers.
Group.
* Focus on promoting sales from the Company's own
website and on direct sales to customers.
* Increase focus on developing other marketing
opportunities and other revenue streams, e.g.
Academic & Professional digital products, rights and
services.
------------------------------------ ------------------------------------------------------------
Sales of used books
Sales of used books for * Digital subscriptions are offered to support B2B
academic purposes erode model by selling direct to institutions rather than
backlist sales. to students.
------------------------------------ ------------------------------------------------------------
Rental of textbooks
USA readers may license * Develop digital platforms to deliver, on a
books from retailers for subscription basis, the content that readers demand.
a limited period at a lower
cost to buying books, with
no revenues or royalty paid
to the publisher.
------------------------------------ ------------------------------------------------------------
Importance BDR revenues and profit
of digital Revenue and profit from * Develop a portfolio of high-quality online content
publishing BDR products and services services in markets we understand well.
may not grow in line with
our stretching targets.
* Use third party content and content partnerships to
scale up projects quicker and create economies of
scale.
------------------------------------ ------------------------------------------------------------
Higher project and development
costs may be required or * Annual and monthly BDR budgets and reforecasts are
incurred than were budgeted monitored against BDR targets on a weekly basis.
for, impacting profit.
* The business case for each BDR product requires
approval by the Group Finance Director and Managing
Director of the Non-Consumer Division. Costs and
profitability by project are tracked and reviewed
against budget on a monthly and quarterly basis by
senior management to identify any corrective action
required. Any budget overspend requires approval of
the Group Finance Director and Managing Director of
the Non-Consumer Division.
------------------------------------ ------------------------------------------------------------
Unforeseen circumstances
may delay development of * Standardise the digital delivery platform to simplify
new online content services. and speed up the development and implementation of
new digital content services.
------------------------------------ ------------------------------------------------------------
Reduced budgets for academic
libraries and institutions * Adoption of flexible sales models where budgets for
may impact on revenue. annual subscriptions are restricted.
* Broaden the international institutional customer base
so that the Company is not reliant on sales in
specific territories.
------------------------------------ ------------------------------------------------------------
Acquisitions M&A activity
Acquisitions could deliver * Potential acquisition targets are assessed by the
lower than expected return members of the Executive Committee. Thorough
on investment. Poor acquisitions pre-acquisition due diligence is conducted by
may result in potential relevant functions, including finance, legal,
impairment charges. publishing and sales. Capital allocation for
acquisitions is determined at Group level and
approved by the Board. Integration plans are
developed at Divisional level and are implemented by
a cross-functional team of experts, with Divisional
oversight.
* Regular reports are presented to the Board throughout
the year on post-acquisition performance, including
an assessment of any variation to the expected return
on investment.
------------------------------------ ------------------------------------------------------------
Title acquisition Commercial viability
(Consumer Titles may be acquired that * Advances over a certain limit are required to be
publishing) are not commercially or authorised by the Chief Executive and Group Finance
critically successful. Director.
* Financial forecasts are prepared prior to acquisition
to predict commercial success.
* Focus on acquiring world rights where possible in
order to increase sales opportunities and mitigate
the risk posed by competing editions in open markets.
------------------------------------ ------------------------------------------------------------
Information Cybersecurity/malware attack
and technology Unauthorised access to the * Clear responsibility for systems, restrictions on
systems Company's systems may result software installation, increasing use of the cloud,
in fraud, data privacy breach, information back-up, monitoring security risks,
theft of intellectual property, internal control reviews of the systems and
inability to access, or up-to-date anti-virus software are amongst the
damage to, vital systems measures in place.
and assets, thus causing
financial and reputational
damage to the Group. * Training provided to all staff on cybersecurity risk.
------------------------------------ ------------------------------------------------------------
Inadequate internal access
controls or security measures * Sensitive personal data is stored securely and
Inadequate controls over protected with password controls or encryption. User
certain processes could access controls are embedded in the Company's finance
lead to sensitive data being systems.
inadvertently revealed internally
or externally.
------------------------------------ ------------------------------------------------------------
Financial Judgemental valuation of
valuations assets and provisions * Consistent and evidence-based approach to
Significant assets and provisions assumptions.
in the balance sheet depend
on judgemental assumptions,
e.g. goodwill, advances, * Board approval of key assumptions.
intangible rights, inventory
and returns provisions.
------------------------------------ ------------------------------------------------------------
Intellectual Erosion of copyright
property Erosion of traditional copyrights. * Continue policy of support for copyright and
intellectual property rights as a fundamental facet
of publishing.
------------------------------------ ------------------------------------------------------------
Erosion of territorial copyrights
as a result of global internet * Continue to police infringements of the Group's
retailing. territorial copyrights and take appropriate action to
enforce such rights.
------------------------------------ ------------------------------------------------------------
Open access.
* Develop digital services that deliver mixed open
access and proprietary content in the form that
customers demand and will continue to pay for.
------------------------------------ ------------------------------------------------------------
Infringement of Group IP
by third parties * Adopt robust anti-piracy and procedures.
Failure to adequately manage
and protect the Group's
intellectual property rights * Undertake targeted enforcement action against third
(including trademarks and party infringers.
copyright) may damage the
value of our core assets
and impact on profits. * Ensure appropriate digital rights management
protection of ebooks and digital formats.
------------------------------------ ------------------------------------------------------------
Reliance Failure of key counterparties
on key or breakdown in key counterparty * Relationships with key counterparties are closely
counterparties relationships monitored and actively managed by senior managers.
The failure of key counterparties This includes frequent and regular engagement with
could result in a significant key counterparties in order to ensure open
disruption to the Company's communication and cooperation and to identify
business activities, resulting potential issues that may impact on the Company's
in lower levels of trading business at the earliest opportunity. Other
and revenues. A breakdown mitigations include having appropriate contracts and
in key commercial relationships service level agreements in place, and interrogating
could impact on future publishing the business continuity plans of key counterparties.
opportunities.
------------------------------------ ------------------------------------------------------------
Talent Failure to retain key talent
management and create the conditions * Continued focus on employee development through
in which the Group's employees training and mentoring programmes for early and
can thrive midcareer employees.
Loss of key talent could
lead to loss of skill and
knowledge from the business, * Provision of executive coaching for senior staff.
result in decreased efficiency,
impact on staff motivation
and undermine external * Ongoing Employee Voice Programme, allowing every
relationships. employee to have their voice heard directly by senior
management and the Board. HR initiatives are
implemented in response to matters raised during
Employee Voice Meetings.
* Formal appraisal system provides the opportunity to
identify learning and development opportunities to
support career progression and succession planning.
* Formation of a Diversity and Inclusion Working Group
and related Diversity and Inclusion networks.
* Global staff turnover by Division and functional area
is reported to the Executive Committee and monitored
against agreed thresholds.
------------------------------------ ------------------------------------------------------------
Legal and Breach of key contracts
compliance by the Company * Relevant individuals within the business who are
Breach of a key contract engaged in activities which relate to or are governed
by the Company could result by key contracts are made aware of the terms of such
in a claim for damages and/or contracts. Legal advice is sought from the Group's
termination of the contract legal function where appropriate to ensure
by the relevant counterparty, performance by the Company in accordance with
resulting in financial loss contractual terms.
to the Group.
------------------------------------ ------------------------------------------------------------
Failure to comply with applicable
regulations * Annual Report and Accounts is reviewed internally by
Failure to comply with regulations the Head of Group Finance and the Group Finance
relating to the reporting Director, and externally by the Group's appointed
of annual financial reports Auditor. Material balances are tested in accordance
may lead to a range of sanctions with relevant standards. The Group Company Secretary
including fines, imprisonment, advises on content requirements under relevant
reputational damage, and regulation/legislation.
delisting.
------------------------------------ ------------------------------------------------------------
Failure to comply with privacy
regulations may result in * Mitigation in respect of the risk of a data breach is
significant fines and reputational noted above in connection with Information Technology
damage. and Systems.
* Since the introduction of the General Data Protection
Regulation ("GDPR"), which came into force in May
2018, the Company has implemented a range of measures
to ensure compliance with the requirements of GDPR.
These include the implementation of policies and
guidance in key areas, the provision of training to
employees, reviewing and updating the Company's data
collection methods and marketing communications,
updating supplier terms and conditions, and updating
privacy policies on the Company's websites. The
Company has appointed a Data Protection Officer to
oversee GDPR compliance.
------------------------------------ ------------------------------------------------------------
Reputation Investor confidence
City confidence undermined * Diversify the portfolio of products and services to
by events outside of the reduce dependencies on individual customers, sales
Company's control, e.g. channels and markets.
collapse of a retailer.
------------------------------------ ------------------------------------------------------------
APPENDIX 3: Related Party Transactions
The following details of 'Related party transactions' are shown
in note 28 to the consolidated financial statements on page 162 of
the 2020 Annual Report.
28. Related party transactions
The Group has no related party transactions other than key
management remuneration as disclosed in note 5.
The following detail on staff costs is extracted from note 5
(page 140):
5. Staff costs
The Group considers key management personnel as defined under
IAS 24 "Related Party Disclosures" to be the Directors of the
Company, this includes Non-Executive Directors, and those Directors
of the global divisions, major geographic regions and departments
who are actively involved in strategic decision-making.
Total emoluments for Executive Directors and other key
management personnel were:
Year ended Year ended
29 February 28 February
2020 2019
GBP'000 GBP'000
Short-term employee
benefits 3,841 4,022
Post-employment benefits 224 209
Share-based payment
charge 597 410
Total 4,662 4,641
The following detail on related parties is extracted from note
49 (page 179):
49. Related parties
Trading transactions
During the year the Company entered into the following
transactions and had the following balances with its
subsidiaries:
29 February 28 February
2020 2019
GBP'000 GBP'000
Sale of goods to subsidiaries 9,525 8,553
Management recharges 9,422 9,667
Commission payable to subsidiaries (8) (5)
Finance income from subsidiaries 91 77
Amounts owed by subsidiaries
at year end 12,824 12,209
Amounts owed to subsidiaries
at year end 47,901 46,890
All amounts outstanding are unsecured and will be settled in
cash. No provisions have been made for doubtful debts in respect of
the amounts owed by subsidiaries.
K ey management remuneration is disclosed in note 5.
This information is provided by RNS, the news service of the
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Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
ACSSFMFEAESSEIM
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June 18, 2020 09:00 ET (13:00 GMT)
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