Rightmove Regulatory News (RMV)

Embargoed until 07.00, Wednesday 30 July 2014

2014 HALF YEAR RESULTS

Rightmove plc, the UK's no. 1 property website, announces half year results for the six months ended 30 June 2014. Financial and Operational Highlightsfor the six months ended 30 June 2014

· Page impressions on Rightmove up 13% to 8.1bn (2013: 7.2bn)

· Enquiries up 27% to a record 22.3m (2013: 17.5m)

· Number of advertisers(2) up 570 (+3%) this year to 18,995 (31 December 2013: 18,425)

· Average revenue per advertiser(2) up 13% to £671 per month (2013: £593)

· Revenue up 20% to £80.4m (2013: £67.2m)

· Underlying operating profit(1) up 22% to £59.6m (2013: £49.0m)

· Underlying operating margin(1) of 74.1% (2013: 73.0%)

· Underlying earnings per share(1) up 24% to 47.5p (2013: 38.4p)

· Basic earnings per share up 38% to 46.8p (2013: 34.0p)

· Interim dividend increased by 2p to 13p (2013: 11p) per ordinary share, up 18%

· £56.3m (2013: £37.4m) of cash returned to shareholders through dividends and share buybacks in the period

(1) Before share-based payments, NI on share-based incentives and no related adjustment for tax

(2) For agency and new homes

Nick McKittrick, Chief Executive Officer, said:

"Rightmove's popularity goes from strength to strength, with home hunters visiting more often and looking at more property than ever. On the back of this record traffic we've increased enquiries to our customers by over 25%. The importance of our brand to the British home moving public is stronger than ever with nine out of ten home movers wanting their property to be advertised on Rightmove.

I am also delighted that the public continue to turn to us first for property information and can now be alerted within minutes of a property coming to market. Our newly released Instant Alerts are just one of the many innovations we've already released this year to provide the most engaging experience for home movers and the most effective advertising products, tools and insight reports to help our customers grow their businesses."

Half Year StatementStrategic position

We continue to build on our market leading audience of UK home hunters and provide great value and cost effectiveness for our customers, to grow organically through our customers investing more in their presence on Rightmove, and to return the cash we generate promptly to shareholders.

Rightmove empowers home hunters to make informed decisions around buying, selling, renting and investing in property by providing the widest and most up to date choice of properties on the market coupled with detailed information, tools and insight.

Our audience continues to grow and set new records with home hunters visiting more often, and looking at more property content than ever. Mobile has an ever increasing role with 40% of our traffic now coming from our mobile optimised website and our highly rated mobile apps as we fast approach our seven millionth app download.

Recent innovations include: Instant Alerts, which alert registered users within minutes of a property coming to the market; introducing our popular full-width property images and market leading 'Sold Price' functionality to mobile platforms; and recognising the importance of high speed internet access, home hunters can now see broadband speeds for every property in the UK on Rightmove.

Moving home often generates strong positive emotions. Rightmove is the site that the British home moving public know, love and trust to help them with these life-changing decisions. We launched our new 'find your happy' advertising campaign during the period across TV, outdoor, online, mobile and social media to reflect our position at the heart of home moving. Our brand awareness with home movers continues to be extremely high and home movers are using Rightmove more than ever.

Customers are investing more on Rightmove to drive their brand exposure and to win more business. Investment has increased across our range of additional advertising products and we continue to innovate to give our customers the competitive edge. We have launched a number of new products so far this year, including Property Alert Sponsor which provides agents the opportunity to advertise in our e-mail property alerts, in addition to enhancing a number of our existing products.

We have also introduced new tools to help our customers make better informed business decisions. Our Buyer Insight report highlights where buyers for a particular area are located helping our customers target their marketing spend more effectively. Our new Market Intelligence report shows property supply and home mover demand informing land purchase decisions by new homes developers.

We have returned all excess cash generated from operations during the period to shareholders via increased dividends and continued share buybacks.

Financial performanceRevenue grew to £80.4m (2013: £67.2m) up 20% on the previous year, driven by growth in spend on additional advertising products coupled with price increases and growth in the number of customers.

Profit after tax increased 36% to £46.3m (2013: £34.1m) and underlying operating profit(1) increased by 22% to £59.6m (2013: £49.0m).

Underlying costs(1) in the first half were £20.8m (2013: £18.2m) reflecting our investment in people to leverage the opportunity of an improving UK housing market and increased marketing spend. Costs are likely to be slightly more weighted to H2 than H1 this year.

Cash generated from operating activities was £58.9m (2013: £42.7m) representing a cash conversion ratio of 100%. We returned all free cash flow in the period to shareholders through a combination of dividends and share buybacks, buying back and cancelling 1.6m shares (2013: 1.3m shares) in the period at a cost of £39.5m (2013: £23.3m). On a cumulative basis we have now bought back and cancelled 33m shares, representing 25% of our original issued share capital.

Underlying earnings per share(1) rose 24% to 47.5p (2013: 38.4p), reflecting the strong growth in profits and the benefit of our ongoing share buyback programme.

Highlights of operating performanceNotable aspects of our operating performance for the first six months of 2014 are:

· Audience growth, up 13% year on year to 8.1bn pages (2013: 7.2bn) keeping Rightmove firmly in the top 10 UK websites

· Mobile traffic growth, up 45% on a year ago to 3.2bn pages (2013: 2.2bn) and now accounting for 40% of traffic (2013: 30%)

· Market share split of top three UK property websites unchanged at 77% (pages as measured by Comscore)

· 27% increase in the number of enquiries we generated for our customers, at an average of over 3.7m per month(2013: 2.9m)

· Agency and New Homes membership up 570 (+3%) since the start of the year to 18,995 offices and developments. Retention rates remain very high at over 95%

· Average revenue per advertiser (ARPA)(2) is up £78 on the same period a year ago with over two-thirds of the growth driven by customers spending more on our additional advertising products and packages

· Revenue from additional advertising products(2) up 32% at £29.4m (2013: £22.3m). Additional product spend now accounts for nearly 40% of agency and new homes revenue, up from 35% a year ago.

Agency

Agency ARPA is up 15% year on year at £637 per office per month as a result of further adoption of additional advertising products and price increases. Spending by agents increased across our entire range of additional advertising products and 64% (June 2013: 55%) of independent agents now subscribe to one of our product packages, where for a minimum monthly spend they benefit from discounts across our range of products.

The number of agency offices is 3% higher since the start of the year at 16,710 (31 December 2013: 16,166), with a little over half of the growth being driven by new business formation and the remainder from existing customers opening additional offices.

New HomesNew homes ARPA increased by 7% year on year to £920 mainly from increased spend on additional advertising products. The number of developments is 1% higher since the start of the year at 2,285 (31 December 2013: 2,259).

Other businesses

Our overseas homes advertising business has grown strongly with audience figures setting new records with over35 million searches in the period, up 20% on the first half of 2013 and customer numbers up nearly 50% since the start of the year at 1,797.

We continue to help a wide range of customers, including banks, surveyors and utility companies to leverage Rightmove's UK property database, which is the largest of its kind covering nearly two-thirds of the total UK owner occupied and privately rented housing stock. Our data services business achieved healthy revenue growth in the period, especially from our risk products and surveyor tools.

Our commercial property advertising business has quickly become the UK's largest commercial property site with over 45,000 properties advertised and in excess of 25 million searches in the period, up over 50% on the first half of 2013.

Uncertainties, threats and risks

Rightmove could be vulnerable to the following main areas of risk and uncertainty:

· Greater competition, to the extent it reduces the number of customers that increase their advertising exposure on Rightmove: we already operate in a competitive environment and we continue to see strong adoption of our additional advertising products and very high customer retention rates

· The state of the housing market, if it leads to a reduction in the number of customers: so far this year the housing market has improved with transactions up 25% year on year and an increasing number of customers

· Loss of audience due to failure to adapt to changing consumer behaviours: most recently we've adapted to mobile, grown our audience significantly and maintained our market leadership

· Damage to Rightmove's reputation due to significant disruption in service or loss of sensitive data: Rightmove operates from three separate data centres and achieved 99.99% availability in the period with no significant outages

· Loss of competitive advantage by failing to recruit and develop the best talent: our latest employee survey showed high levels of engagement and our employee retention rates remain very high. We continue to invest in people, particularly in sales and technology roles to deliver future growth.

Dividend, share buybacks and balance sheetThe Board intends to pay an interim dividend of 13p (2013: 11.0p), an increase of 18%, as part of its commitment to a progressive dividend policy. The interim dividend will be paid on 7 November 2014 to members on the register on10 October 2014. 

1.6m shares were bought back during the period for £39.5m. In total this period we have returned £56.3m to shareholders, through dividends and share buybacks, putting the business in a strong position to return all the cash generated in 2014 during the year.

The consolidated balance sheet position at 30 June 2014 reflects net liabilities of £0.5m(31 December 2013: £8.9m net assets). This is principally a function of the discretionary share buyback programme, with £39.5m (2013: £23.3m) spent in the period, which is shown as a deduction from equity. Given the subscription nature of the business and the visibility of future cash flows, the directors expect the consolidated balance sheet to be in a net asset position at year end. The company balance sheet has significant distributable reserves of £353m(31 December 2013: £411m).

Current trading and outlook

Rightmove's trading in July has been in line with the first half of the year and with the visibility provided by our subscription model the Board is confident of delivering its expectations for the year.

Scott Forbes Nick McKittrick

Chairman Chief Executive Officer

30 July 2014

(1) Before share-based payments, NI on share-based incentives and no related adjustment for tax

(2) For agency and new homes

RESPONSIBILITY STATEMENT OF THE DIRECTORS IN RESPECT OF THE HALF YEAR REPORT 2014

We confirm that to the best of our knowledge:

· The condensed set of financial statements has been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the EU;

· The interim management report includes a fair review of the information required by:(a) DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year and their impact on the condensed consolidated interim financial statements; and a description of the principal risks and uncertainties for the remaining six months of the financial year; and(b) DTR 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the Group during that period; and any changes in the related party transactions described in the last annual report that could do so.

By order of the Board of directors

Scott Forbes Nick McKittrick

Chairman Chief Executive Officer

30 July 2014

CONDENSED CONSOLIDATED INTERIM STATEMENT OF COMPREHENSIVE INCOMEfor the six months ended 30 June 2014

CONDENSED CONSOLIDATED INTERIM STATEMENT OF FINANCIAL POSITIONas at 30 June 2014

CONDENSED CONSOLIDATED INTERIM STATEMENT OF CASH FLOWSfor the six months ended 30 June 2014

CONDENSED CONSOLIDATED INTERIM STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITYfor the six months ended 30 June 2014

NOTES

1 General information

Rightmove plc (the Company) is a Company registered in England (Company no. 6426485) domiciled in the United Kingdom (UK). The condensed consolidated interim financial statements of the Company as at and for the six months ended 30 June 2014 comprise the Company and its interest in its subsidiaries (together referred to as the Group). Its principal business is the operation of the rightmove.co.uk website which is the UK's largest property website.

The consolidated financial statements of the Group as at and for the year ended 31 December 2013 are available upon request to the Company Secretary from the Company's registered office at Turnberry House, 30 Caldecotte Lake Drive, Caldecotte, Milton Keynes, MK7 8LE or from the investor relations website at www.plc.rightmove.co.uk.

Basis of preparationThe condensed consolidated interim financial statements have been prepared in accordance with International Financial Reporting Standard IAS 34 Interim Financial Reporting and the Disclosure and Transparency Rules of the UK's Financial Conduct Authority. They do not include all of the information required for full annual financial statements and should be read in conjunction with the consolidated financial statements of the Group as at and for the year ended 31 December 2013.

The condensed consolidated interim financial statements were approved by the Board of directors on 30 July 2014. The half year results for the current and comparative period are unaudited. The auditor, KPMG Audit Plc, has carried out a review of the condensed consolidated interim financial statements and their report is set out at the end of this document.The comparative figures as at and for the year ended 31 December 2013 are extracted from the Group's statutory accounts for that financial year. Those accounts have been reported on by the auditor and delivered to the Registrar of Companies. The report of the auditor was:(i) unqualified;(ii) did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying their report; and(iii) did not contain a statement under Section 498 (2) or (3) of the Companies Act 2006.The Group's financial risk management objectives and policies are consistent with that disclosed in the consolidated financial statements as at and for the year ended 31 December 2013.

Going concern

Throughout the period, the Group was debt free, has continued to generate significant cash and has cash balances of £6,100,000 at 30 June 2014 (31 December 2013: £6,799,000).

The Group entered into a 12 month agreement with HSBC Bank plc for a £10,000,000 committed revolving loan facility on 10 February 2014. To date no amount has been drawn under this facility.After making enquiries, notwithstanding the Group net liabilities of £510,000 (31 December 2013: £8,915,000 net assets), which is principally a function of the discretionary share buyback programme, with £39.5m (2013: £23.3m) spent in the period, the Board of directors has a reasonable expectation that the Group and the Company have adequate resources and banking facilities to continue in operational existence for the foreseeable future. Accordingly the Board of directors continues to adopt the going concern basis in preparing these condensed consolidated interim financial statements.

2 Significant accounting policies

The accounting policies applied by the Group in these condensed consolidated interim financial statements are in accordance with International Financial Reporting Standards as adopted by the European Union (Adopted IFRSs) and are the same as those applied by the Group in its consolidated financial statements as at and for the year ended 31 December 2013.There are no new standards or amendments to standards that are mandatory for the first time for the financial year beginning 1 January 2014 that have an impact on the Group financial statements.The same accounting policies are anticipated to be applied for the year ending 31 December 2014.Judgements and estimatesThe preparation of the condensed consolidated interim financial statements requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in future periods if applicable.In particular information about significant areas of estimation uncertainty and critical judgements in applying accounting policies that have the most significant effect on the amounts recognised in the financial statements is included in the following notes:Note 3 Revenue recognition and the associated deferral, specifically regarding the period to which services relate, when specific products have expired and the recognition of revenue membership offers including discounted or free periods.

Note 4 and 9 The choice of valuation methodology and the inputs and assumptions used to calculate the initial fair value for new share-based incentives granted and the rate at which the related deferred tax asset is measured. 3 Operating segmentsThe Group determines and presents operating segments based on the information that is provided to the Chief Executive Officer, who is the Group's Chief Operating Decision Maker.The Group's reportable segments are as follows:· The Agency segment which provides resale and lettings property advertising services on www.rightmove.co.uk; and· The New Homes segment which provides property advertising services to new home developers and housing associations on www.rightmove.co.uk.

The Other segment which represents activities under the reportable segments threshold comprises overseas and commercial property advertising services and non-property advertising services which include our third party and consumer services as well as data and Automated Valuation Model services.Management monitors the business segments at a revenue and trade receivables level separately for the purpose of making decisions about resources to be allocated and of assessing performance. All revenues in all periods are derived from third parties and there are no inter-segment revenues.Operating costs, financial income, financial expenses and income taxes in relation to the Agency, New Homes and the Other segment are managed on a centralised basis at a Rightmove Group Limited level and as there are no internal measures of individual segment profitability, relevant disclosures have been shown under the heading of Central in the table overleaf. 

(1) Operating profit is stated after the charge for depreciation and amortisation.(2) Operating profit for the six months ended 30 June 2014 does not include share-based payments charge (£1,320,000) and National Insurance (NI) credit on share-based incentives £594,000.(3) The only segment assets that are separately monitored by the Chief Operating Decision Maker relate to trade receivables net of any associated provision for impairment. All other segment assets are reported on a centralised basis.(4) The adjustments column reflects the reclassification of credit balances in accounts receivable made on consolidation for statutory accounts purposes.(5) The adjustments column reflects the reclassification of debit balances in accounts payable made on consolidation for statutory accounts purposes.(6) Capital expenditure consists of additions of property, plant and equipment and intangible assets (excluding goodwill).(7) Operating profit for the six months ended 30 June 2013 does not include share-based payments charge (£1,275,000) and Employer's NI on share-based incentives (£3,089,000).(8) Operating profit for the year ended 31 December 2013 does not include share-based payments charge (£2,408,000) and NI on share-based incentives (£4,538,000).

4 Share-based payments

The Group operates share-based incentive schemes for executive directors and other selected senior management employees. Since flotation, the Company has awarded share options under the Rightmove Unapproved Executive Share Option Plan (Unapproved Plan) and the Rightmove Approved Executive Share Option Plan (Approved Plan). The Group also operates a Savings Related Share Option Scheme (Sharesave Plan), Deferred Share Bonus Plan (DSP) and in May 2011 the Rightmove Performance Share Plan (PSP) was introduced.

All share-based incentives are subject to a service condition. Such conditions are not taken into account in the fair value of the service received. The fair value of services received in return for share-based incentives is measured by reference to the fair value of share-based incentives granted. The estimate of the fair value of the share-based incentives granted is measured using either the Monte Carlo or Black Scholes pricing model as is most appropriate for each scheme.

During 2013 the Group amended the rules of the Unapproved Plan to enable such awards to be net settled whereby the number of shares released by the EBT and sold to satisfy the award is equivalent to the gain due to the option holder. Consequently no proceeds are received by the EBT on exercise of unapproved share options.

The total share-based payments charge for the six months ended 30 June 2014 relating to all share-based incentive plans was £1,320,000 (2013: £1,275,000).

NI is being accrued, where applicable, at a rate of 13.8%, which management expects to be the prevailing rate when the awards are exercised, based on the share price at the reporting date. The total NI credit for the six months ended

30 June 2014 relating to all awards was £594,000 (2013: £3,089,000 charge). Due to the decrease in the share price since the year end, the NI accrual has reduced during the period resulting in an overall credit in the consolidated statement of comprehensive income.

Approved and Unapproved Plans

There has been no award of share options since 5 March 2010.Performance Share Plan (PSP)

The PSP permits awards of nil cost options or contingent shares which will only vest in the event of prior satisfaction of a performance condition.

140,618 PSP awards were made on 3 March 2014 (the Grant Date) subject to EPS and TSR performance. Performance will be measured over three financial years (1 January 2014 - 31 December 2016). The vesting in March 2017 (Vesting Date) of 25% of the 2014 PSP award will be dependent on a relative TSR performance condition measured over a three year performance period and the vesting of the 75% of the 2014 PSP award will be dependent on the satisfaction of an EPS growth target measured over a three year performance period. PSP award holders are entitled to receive dividends accruing between the Grant Date and the Vesting date and this value will be delivered in shares.

Deferred share bonus plan (DSP)

In March 2009 a DSP was established which allows executive directors and other selected senior management the opportunity to earn a bonus determined as a percentage of base salary settled in deferred shares. The award of shares under the plan is contingent on the satisfaction of pre-set internal targets relating to underlying drivers of long-term revenue growth (the Performance Period). The right to the shares is deferred for two years from the date of the award (the Vesting Period) and potentially forfeitable during that period should the employee leave employment. The deferred share awards have been valued using the Black-Scholes model and the resulting share based payments charge is being spread evenly over the combined Performance Period and Vesting Period of the shares, being three years.

Following the achievement of the 2013 internal performance targets, 34,878 nil cost deferred shares were awarded to executives and senior management on 3 March 2014 with the right to the release of the shares deferred until March 2016.

Financial income

6 Financial expenses

7 Earnings per share (EPS)

Weighted average number of ordinary shares (basic)

Weighted average number of ordinary shares (diluted)For diluted EPS, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all potentially dilutive shares. The Group's potential dilutive instruments are in respect of share-based incentives granted to employees, which will be settled by ordinary shares held by the EBT and shares held in treasury.

Underlying EPS is calculated before the charge for share-based payments and NI on share-based incentives but without any adjustment to the tax charge in respect of these items. A reconciliation of the basic earnings for the period to the underlying earnings is presented below:

8 DividendsCompany dividendsDividends declared and paid by the Company were as follows:

After the period end an interim dividend of 13.0p (2013: 11.0p) per qualifying ordinary share being £12,782,000 (2013: £11,103,000) was proposed by the Board of directors.The 2013 final dividend paid on 6 June 2014 was £16,768,000 (31 December 2013: £14,114,000) being a difference of £140,000 compared to that reported in the 2013 Annual Report which was due to a decrease in the ordinary shares entitled to a dividend between 31 December 2013 and the final dividend record date of 9 May 2014.The terms of the EBT provide that dividends payable on the ordinary shares held by the EBT are waived.No provision was made for the interim dividend in either period and there are no income tax consequences.9 TaxationThe income tax expense is recognised based on management's best estimate of the weighted average annual income tax rate expected for the full financial year applied to the profit before tax for the interim period. The Group's consolidated effective tax rate for the six months ended 30 June 2014 was 21.3% (2013: 23.6%). The difference between the standard rate of 21.5% and the effective rate at 30 June 2014 is attributable to a credit in respect of research and development for 2012 and 2013 of (0.3%) offset by disallowable expenditure of 0.1%.The net deferred tax asset of £5,311,000 at 30 June 2014 (2013: £7,824,000) is in respect of equity settled share-based incentives and depreciation in excess of capital allowances. The deferred tax asset arising on equity settled share-based incentives was recognised in profit or loss to the extent that the related equity settled share-based payments charge was recognised in the statement of comprehensive income.10 Trade and other receivables

Amounts held in Escrow related to the completion proceeds and contingent consideration on the sale of the Group's 66.7% shareholding in Holiday Lettings Holdings Limited (HLHL), which owned 100% of the shares in the trading entity Holiday Lettings Limited (HLL). These amounts were received in full during the period and comprised completion proceeds of £1,667,000 and accrued interest of £16,000.

11 Cash and cash equivalents

Cash balances attracted interest at a weighted average rate of 0.6% (2013: 0.7%).

12 Trade and other payables

13 Reconciliation of movement in capital and reserves

13 Reconciliation of movement in capital and reserves (continued)Share buy backIn June 2007, the Company commenced a share buy back programme to purchase its own ordinary shares. The total number of shares bought back in the six months to 30 June 2014 was 1,570,147 (2013: 1,250,203 shares) representing 1.6% (2013: 1.2%) of the ordinary shares in issue (excluding shares held in treasury). All the shares bought back in the period were cancelled and no shares were transferred to treasury. The shares were acquired on the open market at a total consideration (excluding costs) of £39,481,000 (2013: £23,264,000). The maximum and minimum prices paid were £27.87 (2013: £21.00) and £20.99 (2013: £14.49) per share respectively.EBT shares reserve

This reserve represents the carrying value of own shares held by the EBT. During the period the EBT purchased no shares. 21,278 share-based incentives were exercised in the period (2013: 2,442,073), which were satisfied by shares held in the EBT. At 30 June 2014 the EBT held 719,046(2013: 1,200,450) ordinary shares of £0.01 each in the Company representing 0.7% (2013: 1.2%) of the shares in issue (excluding shares held in treasury). The market value of the shares held in the EBT at the period end was £15,388,000 (2013: £25,017,000).

Other reserves

The movement in other reserves of £16,000 (2013: £13,000) comprises the nominal value of ordinary shares cancelled during the period.Retained earnings

The loss on exercise of share-based incentives is the difference between the value that the shares held by the EBT were originally acquired at and the price at which share-based incentives were exercised during the year.14 Related partiesInter-group transactions with subsidiariesDuring the period Rightmove plc was charged interest of £182,000 (2013: £142,000) by Rightmove Group Limited in respect of balances owing under the inter-group loan agreement dated 30 January 2008. As at 30 June 2014 the balance owing under this agreement was £78,900,000 (2013: £54,576,000) including capitalised interest.No dividends have been declared by Rightmove Group Limited during 2014. On 12 December 2013 Rightmove Group Limited paid an interim dividend of 60.0p per ordinary share to the Company. The dividend of £77,640,000 was settled via a reduction in the inter-group loan balance.Transactions with key management staff

There were no transactions with key management staff in any period.

Independent review report to Rightmove plcIntroductionWe have been engaged by the Company to review the condensed set of consolidated interim financial statements in the half year report for the six months ended 30 June 2014 which comprises the condensed consolidated interim statement of comprehensive income, the condensed consolidated interim statement of financial position, the condensed consolidated interim statement of cash flows, the condensed consolidated interim statement of changes in shareholders' equity and the related explanatory notes. We have read the other information contained in the half year report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed consolidated interim financial statements.This report is made solely to the Company in accordance with the terms of our engagement to assist the Company in meeting the requirements of the Disclosure and Transparency Rules (the DTR) of the UK's Financial Conduct Authority (the UK FCA). Our review has been undertaken so that we might state to the Company those matters we are required to state to it in this report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company for our review work, for this report, or for the conclusions we have reached.Directors' responsibilitiesThe half year report is the responsibility of, and has been approved by, the Board of directors. The Board of directors are responsible for preparing the half year report in accordance with the DTR of the UK FCA. As disclosed in Note 2, the annual financial statements of the Group are prepared in accordance with IFRSs as adopted by the EU. The condensed consolidated interim financial statements included in this half year report has been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the EU. Our responsibility Our responsibility is to express to the Company a conclusion on the condensed consolidated interim financial statements in the half year report based on our review. Scope of reviewWe conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity issued by the Auditing Practices Board for use in the UK. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.ConclusionBased on our review, nothing has come to our attention that causes us to believe that the condensed set of consolidated interim financial statements in the half year report for the six months ended 30 June 2014 is not prepared, in all material respects, in accordance with IAS 34 as adopted by the EU and the DTR of the UK FSA.Karen Wightman (Senior Statutory Auditor)

for and on behalf of KPMG LLP, Statutory AuditorChartered Accountants

Altius House

1 North Fourth StreetMilton Keynes

Buckinghamshire

MK9 1NE30 July 2014

ADVISERS AND SHAREHOLDER INFORMATION

*Shareholder enquiriesThe Company's registrar is Capita Asset Services. They will be pleased to deal with any questions regarding your shareholding or dividends. Please notify them of your change of address or other personal information. Their address details are:Capita Asset ServicesThe Registry34 Beckenham RoadBeckenhamKentBR3 4TUCapita Asset Services is a trading name of Capita Registrars Limited.Capita shareholder helpline: 0871 664 0300 (calls cost 10p per minute plus network extras) (Overseas: +44 20 8639 3399)Email: shareholderenquiries@capita.co.uk

Share portal: www.capitashareportal.comThrough the website of our registrar, Capita Asset Services, shareholders are able to manage their shareholding online and facilities include electronic communications, account enquiries, amendment of address and dividend mandate instructions.