Task Force on Climate-Related Financial Disclosures (TCFD)88
Principal Risks and Risk Management103
Governance
Chairman’s Introduction to Corporate Governance113
Corporate Governance Framework115
Members of the Board116
Executive Committee118
Directors’ Report120
Corporate Governance Report126
Nomination Committee Report133
Audit Committee Report137
Directors’ Remuneration Report143
Financial Statements
Independent Auditor’s Report170
Consolidated Income Statement176
Consolidated Statement of Comprehensive Income177
Consolidated Statement of Financial Position178
Consolidated Statement of Changes in Equity179
Consolidated Statement of Cash Flows180
Notes to the Financial Statements181
Company Statement of Financial Position224
Company Statement of Changes in Equity225
Company Statement of Cash Flows226
Notes to the Company Financial Statements227
Additional Information
Five Year Financial Summary239
Company Information240
Legal Notice241
Notice of the Annual General Meeting242
Annual Report and Accounts 2023
01
Stock code: BMY
Financial Highlights
RevenueOrganic revenue
1
Profit before taxation
andhighlighted items
2
Profit before tax
£264.1m
+15%
£231.6m
+9%
£31.1m
+16%
£25.4m
+15%
£185.1m
£230.1m
£264.1m
22/2321/2220/21
£185.1m
£212.7m
£231.6m
22/2321/2220/21
£19.2m
£26.7m
£31.1m
22/2321/2220/21
£17.3m
£22.2m
£25.4m
22/2321/2220/21
Adjusted diluted earnings
3
(pence per share)
Diluted earnings
(pence per share)Net cash
Final dividend
(pence per share)
30.56p
+18%
24.54p
+21%
£51.5m
+25%
10.34p
+10%
18.68p
25.94p
30.56p
22/2321/2220/21
16.71p
20.33p
24.54p
22/2321/2220/21
£54.5m
£41.2m
£51.5m
22/2321/2220/21
7.58p
10.34p
9.40p
22/2321/2220/21
Notes
1. Organic revenue for the year is defined as total revenue less revenue attributable to the acquisitions of Head of Zeus (“HoZ”), Red Globe Press (“RGP”) and
ABC-CLIO LLC (“ABC-CLIO”), completed during 2021/2022.
2. Highlighted items comprise amortisation of acquired intangible assets and legal and other professional costs relating to ongoing and completed acquisitions
and restructuring costs.
3. Adjusted diluted earnings per share is calculated from profit before tax and highlighted items with taxation on profit before tax and highlighted
itemsdeducted.
www.bloomsbury.com
02
Bloomsbury Publishing Plc
Highlights of Financial Year 2022/2023
Operational Highlights
Non-Consumer Division
• Non-Consumer revenue growth of 19% to £97.4million
and Reporting Guidelines for UK Businesses. In respect
of greenhouse gases, we report in respect of stationary
fuel use (onsite consumption of natural gas), vehicle fuel
use, refrigerant use and electricity use in kWh, converted
to tonnes of CO
2
e following the protocols provided by
the Department for Environment, Food and Rural affairs
(“DEFRA”). Emissions have been categorised against the
Greenhouse Gas Protocol scopes of reporting. The analysis
of the Group’s emissions, together with waste production
and water consumption, is performed by an independent
external advisor, Corporate Citizenship, based on data we
have provided, including utility bills, vehicle fuel data, and
expenditure on business travel.
Stationary electricity
consumption(kWh)
Country2022/20232021/2022
United Kingdom 555,381507,559
United States410,691208,033
India44,24530,530
Australia 14,07615,788
Total1,024,393762,131
Natural gas consumption (kWh)
Country2022/20232021/2022
United Kingdom 183,279116,162
United States155,165–
IndiaNot relevant –
AustraliaNot relevant –
Total375,026116,162
Notes:
1. The increased electricity and natural gas consumption during the
reporting period is a result of a more stable working pattern following full
office re-opening during 2022/2023.
2. The more significant increase in electricity consumption in the US is due
to the acquisition of ABC-CLIO. ABC-CLIO’s electricity consumption
represented 24% of the total US consumption during 2022/2023.
3. Data on natural gas consumption is not available for Bloomsbury’s New
York office, therefore the above figure for the US has been estimated.
Scope 1 and 2 emissions, waste and
waterconsumption
• Total Scope 1 and 2 (market-based) GHG emissions for
2022/2023 were 96 tCO
2
e. Scope 1 makes up 100% of
these emissions as we purchase 100% renewable energy
for all our offices, either direct from the supplier or via
the purchase of Renewable Energy Certificates.
• Scope 1 emissions increased by 140% on the prior year.
This increase was due to several factors:
– Higher electricity and natural gas consumption during
the reporting period, due to a full return to working
from our offices, on a hybrid basis. In the prior year
many colleagues chose to work remotely rather than
from our offices.
– The inclusion of a full year of data for ABC-CLIO and
Head of Zeus. In the prior year, data for each company
was included only from the point of acquisition
(June 2021 for Head of Zeus and December 2021 for
ABC-CLIO).
– Access to more granular data and improving our
emissions calculation methodology.
– The decision to estimate emissions for fugitive
emissions and natural gas for sites where no data has
historically been available.
• Bloomsbury generated 89.65 tonnes of waste in
2022/2023 (2021/2022: 40 tonnes), of which 47% is
disposed of via a closed loop or combustion. This is
a 48% reduction in waste generation compared to
pre-pandemic levels (175.29 tonnes in 2019/2020).
Theincrease from 2021/2022 reflects the return to office
working during 2022/2023 and the inclusion of a full year
of data for ABC-CLIO and Head of Zeus. We also refined
our methodology to calculate estimates where there
were data gaps.
• Total water consumption for 2022/2023 is 3,401 cubic
meters (m
3
), a 20% reduction in consumption from
pre-pandemic levels (4255 m
3
in 2019/2020). The increase
from 2021/2022 reflects the return to office working
during 2022/2023 and the inclusion of a full year of data
for ABC-CLIO and Head of Zeus.
www.bloomsbury.com
84
Bloomsbury Publishing Plc
Our Environment
continued
Greenhouse Gas Emissions: Scope 1 and 2
GHGsDefinitionData Source and Calculation Methods
Quantity
Absolute tonnes CO
2
e
Normalised tonnes CO
2
e
per £m revenue
2022/20232021/20222022/20232021/2022
Scope 1 Direct Impacts
Stationary
fuel use
This category is any
gas or other fuel used
within the buildings
owned and operated
by Bloomsbury’s
operations.
Actual consumption from bills and
meter readings were used to record
consumption in kWh. Where not
available, an estimated intensity was
derived from available data. BEIS
emissions factors were used to convert
kWh to GHG emissions. (Optional: 7
sites verified they do not use natural
gas.)69210.30.1
Fugitive
emissions
Fugitive emissions
refer to the
refrigerants used
within a building,
frequently used in air
condition units
Actual data on refrigerant type and
leakage or top-up is recorded in kg.
Where not available, an estimated
intensity was derived from available
data. BEIS emissions factors were
applied to convert refrigerant-specific
kg to GHG emissions.7–––
Company
cars
Emissions from
petrol and diesel
consumption.
Annual consumption in litres provided
for the UK and Indian offices. Converted
according to DEFRA guidelines. There
are no Company cars in Australia and
the US offices. 20190.10.1
Total Scope 196400.40.2
Scope 2 Impacts
Electricity
use –
location-
based
emissions
Greenhouse gas
emissions resulting
from electricity
purchased.
Actual annual consumption of directly
purchased electricity in kWh collected
for the London, Alton, Hardwick Street,
Oxford, US (including ABC-CLIO),
Australia, and India offices. For Bath and
Edinburgh, an emissions/FTE intensity
was multiplied by the FTE at each office.
For location-based emissions
calculations, the total consumption
(kWh) data is converted to emissions
according to the regional factor. 2671941.00.8
Electricity
use – market-
based
emissions
Market-based
emissions for
purchased electricity.
In 2022/2023, Bloomsbury purchased
100% renewable energy either direct
from suppliers or through the purchase
of RECs. –244–1.1
Total Scope 2–244–1.1
Total Scope 1+ 2 (Location-Based)3632341.41.0
Total Scope 1+2 (Market-Based)962840.41.3
Notes:
1. The values in the tables above relating to absolute tonnes CO
2
e have been rounded to the nearest whole number and figures for normalised tonnes CO
2
e
per £m Revenue have been rounded to one decimal place.
2. 2021/2022 Electricity use – market-based emissions: UK offices were powered by renewable energy in 2021/2022. However, in the absence of energy attribute
certificates (e.g. RECs or equivalent instrument) or supplier specific emission factor, residual mix emission factor was considered for calculating market-based
emissions for UK offices in 2021/2022. For the Australia office, market-based emissions were calculated using a combination of supplier-specific emissions
factor and residual mix for Australia. As from November 2021 onwards, our Australia office started purchasing renewable electricity directly from its supplier.
For our US and India offices, average grid emission factors were considered for market-based emissions.
Stock code: BMY
Annual Report and Accounts 2023
85
Strategic Report
WasteDefinitionData Source and Calculation Methods
Quantity
Absolute tonnes CO
2
e
Normalised tonnes CO
2
e
per £m revenue
2022/20232021/20222022/20232021/2022
Other Impacts
Waste
generation
General office waste
(which includes a
mixture of paper,
card, wood, plastics
and metals) sent to
recycling, combustion
or landfill sites
Actual annual quantity of waste
generated at sites where data is
available. This data is used to estimate
per day waste generation intensity,
and multiplied by the number of
working days for sites where data was
unavailable.89.639.90.30.2
WaterDefinitionData Source and Calculation Methods
Quantity
Absolute tonnes CO
2
e
Normalised tonnes CO
2
e
per £m revenue
2022/20232021/20222022/20232021/2022
Other Impacts
Water
consumption
Directly purchased
water
Actual annual volume of water
purchased provided for London, Oxford
and India, ABC-CLIO offices. This data
is used to calculate per day water
consumption and estimate consumption
at other sites based on the number of
working days.3,401835134.0
Notes:
1. 2021/2022 waste and water consumption: data for Head of Zeus and ABC-CLIO was included only from the point of acquisition (June 2021 for Head of Zeus
and December 2021 for ABC-CLIO).
www.bloomsbury.com
86
Bloomsbury Publishing Plc
Our Environment
continued
Greenhouse Gas Emissions: Scope 3
Bloomsbury’s total Scope 3 emissions for 2022/2023 were 33,075 tCO
2
e (2021/2022: 24,214 tCO
2
e). Category 1 (purchased
goods and services) contributed to 73% of Bloomsbury’s total value chain emissions, with category 4 (upstream
transportation and distribution) contributing to a further 19%.
The table below shows the breakdown of Scope 3 emissions by category.
Activity2022/20232021/2022
Revenue
intensity
(2022/2023)
Revenue
intensity
(2021/2022)Relevant
1. Purchased goods and services24,28118,23492.979.2Relevant
2. Capital goods1093370.41.5Relevant
3. Fuel- and energy-related activities109790.40.3Relevant
1. A description of how the Company intends to implement this Policy in 2023/2024 is set out in the Annual Report on Remuneration.
2. The choice of the performance metrics applicable to the annual bonus or long term incentive scheme will reflect the Company strategy at the time of grant.
Targets are set by the Committee taking into account internal and external reference points, including the Company’s business plan, to ensure that they are
appropriately stretching.
Annual bonus – The annual bonus metrics are designed to provide an appropriate balance between incentivising Executive
Directors to meet financial targets for the year and to deliver on specific strategic objectives to ensure the business is well
positioned to deliver sustainable financial growth and Shareholder value in the future. The annual bonus performance
targets are therefore based on a combination of financial, operational and strategic objectives, which provide clear
alignment to the Company’s KPIs and strategic priorities.
PSP – For the 2023 PSP Award, the Committee has taken the opportunity to review performance metrics to ensure that they
continue to support the strategic ambitions of the Company as well as the creation of sustainable value for Shareholders.
The Committee continues to consider EPS an appropriate measure that encourages management to grow earnings for
Shareholders over the longer term. Consumer and Non-Consumer profit targets have been included this year to align with
the Company’s strategy of growing our product portfolio and our digital presence in a sustainable and balanced way. The
previous BDR revenue metric has been replaced with a metric linked to international expansion. With the evolution and
growth of the BDR strategy, it has now been fully integrated within the Academic and Professional Division. Therefore, the
Committee is satisfied that continued growth in BDR will be key to the delivery of our Non-Consumer profit targets. The new
targets relating to international revenue aligns with our strategic ambition to increase revenue outside of the UK in order
to further diversify the business. The Committee will keep the measures and weightings under review for future awards to
ensure that they support the long-term success of the Company.
Stock code: BMY
Annual Report and Accounts 2023
151
Governance
Malus and clawback
provisions
The annual bonus and PSP
incorporate malus and clawback
provisions. These enable the
Company to reduce the size of
unvested awards and to claw back
awards for up to three years following
the date when the performance
outcome is determined, and in
respect of the PSP, three years from
the date of vesting. The circumstances
under which malus and clawback may
be applied include:
• Material misstatement in the
Company’s financial results;
• Assessment of performance
conditions based on an error,
or on inaccurate or misleading
information;
• Serious misconduct on the part of
the participant;
• Serious reputational damage; and
• Material corporate failure.
The above circumstances apply for
all annual bonus and PSP awards
made from 2020 onwards. The
Committee is satisfied that the above
provisions provide robust safeguards
against inappropriate payment of
incentiveawards.
Further details
The Committee reserves the right to
make remuneration payments and
payments for loss of office (which
includes exercising related discretions)
that are not in line with this 2023
Policy if the terms of the payment
were agreed:
1. Before the Policy came into effect,
if the payment was made in line
with the policy in force at the time
or was otherwise approved by
Shareholders; and
2. At a time when the recipient was
not subject to the Policy, provided
the Committee does not consider
the payment to have been made
in consideration of the recipient
becoming subject to the Policy.
For these purposes “payment” means
any payment that would otherwise be
subject to the Policy and, in relation to
a share award, will not be considered
to have been “agreed” any later than
the date of grant.
The Committee may make minor
amendments to the Policy (e.g. for
regulatory, exchange control, tax or
administrative purposes or to take
account of a change in legislation)
without obtaining Shareholder
approval for that amendment.
Awards granted under the Company’s
share plans will be operated in
accordance with the relevant plan
rules and applicable regulations.
Under the plan rules, the Committee
retains a number of discretions
concerning the operation of the
Company’s share plans. This includes:
• Determining the participants
(including for Executive Directors
and below the Board), timing
of grants, size of awards and
performance conditions;
• Determining the vesting of awards,
including both the timing and level
of vesting;
• Where possible under the plan
rules, determining that awards
may be settled in cash rather than
shares, where the Committee
considers this appropriate (e.g. due
to local securities law); and
• Making adjustments in accordance
with the relevant provisions of
the relevant plan rules, including
adjustments to awards to reflect
one off corporate events, such
as a change in the Group’s
capitalstructure.
www.bloomsbury.com
152
Bloomsbury Publishing Plc
Directors’ Remuneration Report
continued
Reward scenarios
The remuneration package comprises both fixed elements (base salary, pension
and benefits) and performance-based variable elements (cash bonus and
PSP). The structure of the remuneration packages for on-target and stretch
performance for each of the Executive Directors for 2023/2024, in line with the
Remuneration Policy, is illustrated in the bar charts below.
Notes:
1. The minimum performance scenario comprises the fixed elements of remuneration only, based on
salary, pension and car allowance as per policy for 2023/2024.
2. The target level of bonus is assumed to be 50% of the maximum bonus opportunity (120% of salary),
and the target level of PSP vesting is assumed to be 50% of the face value assuming a normal
grant level (120% of salary). These values are included in addition to the components/values of
minimumremuneration.
3. Maximum assumes full bonus payout (120% of salary) and the full face value of the PSP (120% of
salary), in addition to fixed components of remuneration.
4. In addition, a further performance scenario, comprising fixed pay and the maximum value of incentive
arrangements with 50% share price growth applied to the PSP, has been included.
5. Basic salaries, pension and car allowance used are effective as at 1 March 2023.
6. For simplicity, no share price growth (other than in the scenario stated above) has been factored into
the calculations. The value of any Sharesave awards and notional dividends accruing on vested PSP
shares has been excluded.
Executive Director
share ownership
guidelines
Under the guidelines, the Executive
Directors are expected to build and
maintain a shareholding equivalent
to 200% of basic salary with no upper
limit on the number of shares they
may hold. Executive Directors are
expected to retain all shares arising
from vested PSP awards (net of tax) or
purchase shares until the shareholding
guidelineis met. Any annual bonus
earnt in excess of 100% of salary will
be deferred into shares for a two
year holding period until the relevant
Executive Director has met their
shareholding guideline.
Executive Directors are also subject
to a post-employment Shareholding
Guideline. After ceasing to be an
Executive Director, individuals will be
expected to maintain a shareholding
equivalent to 200% of salary (or
actual shareholding if lower), tapering
down to nil over two years. This
guideline applies to shares vesting
after the 2020 AGM and may be
disapplied in certain cases (e.g. due to
compassionate circumstances).
Approach to
recruitment and
promotions
The remuneration package for any
new Executive Director would be set
in accordance with the terms of the
Company’s approved Remuneration
Policy at the time of appointment
and take into account the skills and
experience of the individual, the
market rate for a candidate of that
experience and the importance of
securing the relevant individual.
All remuneration components, as
set out in the Policy Table above,
would typically apply to a new
Executive Director appointment.
Salary would be provided at such a
Nigel Newton - Chief Executive (£’000)
2,000
MaximumTargetMinimum
Maximum
+share price
appreciation
1,500
1,000
500
0
2,500
Fixed elementsBonusPSPShare price appreciation
26%
£587
£1,212
£1,838
£2,151
100%48%32%27%
29%
34%
34%
26%
29%
15%
Penny Scott-Bayfield - Finance Director (£’000)
Fixed elementsBonusPSPShare price appreciation
1,000
MaximumTargetMinimum
Maximum
+share price
appreciation
500
0
1,500
26%
£353
£744
£1,136
£1,331
100%48%32%27%
29%
34%
34%
26%
29%
15%
Stock code: BMY
Annual Report and Accounts 2023
153
Governance
level as required to attract the most
appropriate candidate and may be
set initially at a below market level on
the basis that it may progress once
expertise and performance has been
proven and sustained. Pensions and
related benefits would normally be
set in line with the wider workforce.
New appointments would be eligible
to participate in the incentive plans
up to the maximum limits set out
in the Policy Table. In addition, the
Committee may offer additional
cash and/or share-based elements
to replace remuneration and/or
contractual terms forfeited on joining
the Company. It would seek to ensure,
where possible, that these awards
would be consistent with awards
forfeited in terms of vesting periods,
expected value and performance
conditions.
For an internal Executive Director
appointment, any variable pay
element awarded in respect of the
prior role may be allowed to pay out
according to its terms. In addition,
any other ongoing remuneration
obligations existing prior to
appointment may continue.
For external and internal
appointments, the Committee may
agree that the Company will meet
certain relocation and/or incidental
expenses as appropriate.
If appropriate, the Committee
may agree, on the recruitment of
a new Executive Director, a notice
period in excess of 12months, but
to reduce this to 12 months over a
specifiedperiod.
The remuneration package for
a newly appointed independent
Non-Executive Director would be
set in accordance with the approved
remuneration policy in force at that
time. Newly appointed independent
Non-Executive Directors would not
receive pension benefits or variable
remuneration.
Service contracts for
Executive Directors and
payments for loss of
office
Service contracts of the Executive
Directors are not of a fixed term and
are terminable by either the Company
or the Director under a notice period
of up to 12 months by either party.
At the Board’s discretion, early
termination of an Executive Director’s
service contract may be undertaken by
way of payment of salary and benefits
in lieu of the required notice period
(or shorter period where permitted
by the contract of service or where
agreed with the Executive Director)
and the Committee would take such
steps as necessary to mitigate the loss
to the Company and to ensure that
the Executive Director observed their
duty to mitigate loss.
On termination, the Committee
may also make payments in lieu
of accrued holiday, incidental
expenses, outplacement services and
payments relating to post-termination
restrictions, as appropriate. Any
statutory entitlements or sums
to settle or compromise claims
in connection with a termination
(including, at the discretion of the
Committee, reimbursement for
legal advice) would be paid as the
Committee considers necessary.
Annual bonus may be payable, at the
discretion of the Committee, with
respect to the period of the financial
year served, although it will normally
be prorated for time and paid at the
normal payout date. Any share-based
entitlements granted to an Executive
Director under the Company’s share
plans will be determined based on
the relevant plan rules. However, in
certain prescribed circumstances,
such as death, ill health, injury,
disability, redundancy, retirement,
sale of employing business or other
circumstances at the discretion of
the Committee, “good leaver” status
may be applied. For good leavers,
PSP and deferred bonus awards will
normally vest at the normal vesting
date, with PSP awards vesting subject
to the satisfaction of any relevant
performance conditions at that
time and reduced pro rata to reflect
the proportion of the performance
period actually served. However,
the Committee has the discretion
to determine that awards vest at
cessation of employment and/or not
to prorate awards.
The service contracts for Executive
Directors are available for inspection
at the Company’s registered office.
www.bloomsbury.com
154
Bloomsbury Publishing Plc
Directors’ Remuneration Report
continued
Remuneration Policy for Non-Executive Directors
The Policy on Non-Executive Director fees is set out below.
Purpose and link
tostrategy
• Reflects responsibilities and time commitments of each role.
• Reflects fees paid by similarly sized companies.
Operation• The Non-Executive Chairman and Non-Executive Directors receive an annual fee for carrying
out their duties.
• Additional fees may be payable for chairing Board Committees and/or to reflect additional
time commitments and responsibilities if appropriate.
• Fees are normally paid monthly in cash.
• Where appropriate certain benefits (including travel, expenses and associated taxes) may
beprovided.
• Fee levels are reviewed on a periodic basis, with reference to the time commitment
and responsibilities of the role and market levels in companies of comparable size
andcomplexity.
Maximum opportunity• No maximum fee or maximum fee increase operated.
• Annual increases are typically linked to those of the wider workforce, time commitment and
responsibility levels.
• Details of current fee levels are set out in the Annual Report on Remuneration.
Performance targets N/A
The annual fees of Non-Executive
Directors, excluding the Chairman, are
determined by the Chairman and the
Executive Directors. The annual fee
of the Chairman is determined by the
Committee (excluding the Chairman).
The Non-Executive Directors do not
participate in the Company’s incentive
schemes.
Each of the Non-Executive Directors
has similar general terms for their
agreement, which can be found
on Bloomsbury’s website at www.
bloomsbury-ir.co.uk. The agreements
provide for three months’ notice
by the Director or by the Company
with the option for the Company to
terminate an appointment at any
time on payment of three months’
fees in lieu of notice. All Directors’
appointments are subject to annual
reappointment at each AGM.
Termination of the agreements is
without compensation.
Consideration of
employment conditions
elsewhere in the Group
The Committee is updated during
the year on workforce remuneration
policies, including variable pay
schemes and benefits for employees
across the Company as a whole, and
takes these into account when setting
the Policy for Executive Directors.
Remuneration arrangements below
Board tend to be skewed more
towards fixed pay with less of a
focus on share-based long-term
incentive pay. These differences
have arisen from the development of
remuneration arrangements that are
market competitive for the various
categories of individuals. For example,
participation in the PSP is limited to
our most senior employees.
Under its terms of reference, the
Committee is responsible for
approving the design of, and
determining targets for, performance
related pay schemes operated by the
Company for the wider workforce.
The Committee also considers the
general basic salary increase for the
wider workforce when determining
the annual salary increases for the
Executive Directors. The Company’s
CEO pay ratio, as well as the relative
increase in the Chief Executive’s pay
for the year under review as compared
with that of the general workforce,
is set out in the Annual Report on
Remuneration. The Committee also
considers environmental, social and
governance issues, and risk when
reviewing Executive pay quantum
andstructure.
Stock code: BMY
Annual Report and Accounts 2023
155
Governance
Part B
1 (AUDITED INFORMATION) Single total figure table of remuneration for 2022/2023
Directors’ remuneration for 2022/2023
Details of the remuneration of each of the Directors are as follows:
Year ended
28 February
Basic
salary
or fees
£’000
Benefits
£’000
Annual
bonus
3
£’000
Long-term
incentives
4,5
£’000
Pension
benefits
£’000
Total
£’000
Total
fixed
remuneration
£’000
Total
variable
remuneration
£’000
Executive Directors
Nigel Newton2023497294821,087472,1425731,569
202247428474915571,948 5591,389
Penny Scott-Bayfield20233114301679301,325345980
20222964296474 331,103333770
Non-Executive Directors
Sir Richard Lambert2023121––––121121–
2022115––––115115–
Steven Hall
1
202318––––1818–
202244––––4444–
John Bason
2
202341––––4141–
2022––––––––
Leslie-Ann Reed202346––––4646–
202243––––4343–
Baroness Lola
Young of Hornsey
202343––––4343–
202241––––4141–
Total20231,077337831,766773,7361,1872,549
20221,013327701,389903,2941,135 2,159
1. Steven Hall retired as a Non-Executive Director of the Company on 20 July 2022. His fees for the year are up until the date of his resignation.
2. John Bason joined the Board on 1 April 2022. His fees for the year are from the date of his appointment.
3. Figures shown for bonus payments relate to performance during the relevant financial year.
4. Figures shown for 2023 relate to PSP Awards granted in 2020 (at a share price of £2.09), which will vest following completion of the three-year performance on
28 August 2023. Vested shares will be subject to an additional two-year holding period. These awards have been valued using a three-month average share
price to 28 February 2023 of £4.4798 and are inclusive of dividend equivalents. Of these values, £530,883 and £331,602 relate to share price growth over the
performance period for Nigel Newton and Penny Scott-Bayfield, respectively.
5. Figures shown for 2022 relate to the PSP Awards granted in 2019 (at a share price of £2.30), inclusive of dividend equivalents, which vested following
completion of the three-year performance on 21 August 2022. The value of the award has been restated to reflect the share price on the day of vesting
of £4.25. Of these values, £385,907 and £199,875, relate to share price growth over the performance period for Nigel Newton and Penny Scott-Bayfield,
respectively.
Further details on each element of remuneration is set out under the relevant heading below.
Basic salary
The Executive Directors all received an increase in basic salary of 5% with effect from 1 March 2022, which was in line with
the average salary increases for all employees across the Group. They did not receive any further increases during the year.
Other employees also received an additional permanent £1,000 salary increase and one off cost of living payment of £1,250.
The basic salaries from 1 March 2022 were £497,244 and £310,911 for Nigel Newton and Penny Scott-Bayfield, respectively.
Other benefits
Benefits comprised a car or car allowance (excluding Penny Scott-Bayfield), medical cover, permanent health cover, life
assurance, the home working allowance, and Company schemes offered to staff generally, such as buying books for private
use at the staff discount rate and joining the Save-as-you-earn share plan.
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Pensions
From 1 March 2021, the Executive Directors pension contributions were 12% of salary. These were reduced to 9.5% of salary
from 1 March 2022.
Directors may elect to receive a cash alternative in lieu of payments by the Company into their private pension
arrangements.
Bonus for 2022/2023
The maximum bonus potential for 2022/2023 for Executive Directors was 100% of salary. The bonus is structured so that
25% is awarded at achievement of the Adjusted profit target. Any outperformance of this target will be used to fund the
remaining 75% of the bonus pool. Where the full bonus pool is not funded, bonuses would be pro-rated accordingly. For the
Executive Directors, 70% of the bonus relates to the profit element, and 30% relates to other strategic objectives.
Profit element
At the start of the year, the Committee set a stretching target for adjusted profit of £28 million after assessing various factors
including the Group’s budget and external analyst consensus forecasts. Bonus awards of 25% of maximum begin to accrue
at this level of profit until 60% of the bonus pool is self-funded. Outcomes of 75% of maximum required adjusted profit of
£28.7 million, with the maximum award payable for profit of £29.9 million.
As set out in the Chairman’s Statement and the Chief Executive’s Review, Bloomsbury delivered an excellent set of results for
the year ended 28 February 2023, achieving profit before taxation and highlighted items (“Adjusted Profit”) of £31.1 million.
Therefore, this element of the bonus was earned in full.
Strategic element
For the year to 28 February 2022, the Committee had decided that an inventory reduction target was no longer appropriate
given changes in operational priorities and the need to improve supply chain resilience and had amended the strategic
element of that year’s bonus scheme accordingly. However, before the start of the year to 28 February 2023, the Committee,
recognising the importance of mitigating supply chain challenges and printer capacity constraints, reintroduced an Inventory
related target, which sought to control the working capital invested while prioritising stock availability. The Committee,
therefore, approved five strategic objectives for the year to 28 February 2023, relating to earlier profit realisation,
Non-Consumer profitability, Consumer profitability, sustainability and inventory control.
By reference to the achievement of each Executive Director against the profit element and strategic element detailed
in the table above, the bonus was earned at 97% of the maximum of 100% of salary. The Committee considers the level
of award is reflective of the outstanding overall performance of the Group as well as the experience of our Shareholders
andemployees.
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Annual Report and Accounts 2023
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Governance
Vesting of PSP Awards
The PSP Awards granted on 28 August 2020 (“2020 PSP Award”) are set to vest on 28 August 2023 based on performance
in the final financial year of a three-year period ending 28 February 2023. The performance conditions for this award are
as disclosed in previous Annual Reports. The level of vesting for the 2020 PSP Awards is as follows and the Committee
considers that this result appropriately reflects the progress Bloomsbury has made over the last three years:
MetricPerformance condition
Threshold
target
2
Stretch
target
2
Actual% Vesting
1
EPS
(60% of awards)
EPS (final financial year)17.8p24.6p30.56p60% (out of a
maximum of 60%)
Non-Consumer Division
Operating Profit (15% of awards)
Operating profit (final financial year)£7.5m£12.8m£13.1m15% (out of a
maximum of 15%)
Consumer Division Operating
Profit (15% of awards)
Operating profit (final financial year)£10.4m£11.6m£18.1m15% (out of a
maximum of 15%)
BDR
(10% of awards)
BDR revenue (final financial year) £14.9m£17.3m£26.2m10% (out of a
maximum of 10%)
Total estimated vesting
of 2020 PSP Awards
100%
1. Vesting is subject to an underpin whereby the Committee will consider the underlying performance of the business and may apply discretion should it
conclude it is appropriate to do so. On review, the Committee was satisfied that the outcome was consistent with Company performance over the last
three years.
2. The level of vesting for achievement between threshold (0%) and stretch targets (100%) is calculated on a straight-line basis. There is no additional vesting for
achievement above the stretch target.
Based on the above, values for the 2020 PSP Awards are as follows:
1. Dividend Shares are in lieu of dividends that would have accrued on the “Number of shares to vest” if held by the participants from the date of grant up to
the date of vesting of awards.
2. Estimated value is calculated using a three-month average share price to 28 February 2023 of £4.4798. The actual value of shares received will vary depending
on the share price at the vesting date.
Vested shares will be subject to a two-year holding period to ensure the Executive Directors remain aligned with our
Shareholders.
PSP Awards granted during 2022/2023
Details of PSP Awards granted in 2022/2023 (“2022 PSP Award”) are as follows:
ExecutiveSchemeDate of grantDate of vest
Basis of
award
(% of base
salary)
Face value
1
£’000
Vesting at
threshold
Vesting at
maximum
Performance
period
Nigel Newton
PSP
(Conditional
awards)
10 Aug 202210 Aug 2025 100% 4970%100%
3 years to
28 February
2025
Penny
Scott-Bayfield
10 Aug 202210 Aug 2025 100% 3110%100%
1. Face value was determined using a share price of 418p (closing mid-market price of a share on the dealing day before the grant was made).
Performance conditions in respect of the 2022 PSP Award
MetricWeighting0% vesting25% vesting100% vesting
EPS (before highlighted items)60%28.7p30.2p35.4p
Non-Consumer Operating Profit15%£9.8 million£10.9 million£14.3 million
Consumer Operating Profit15%£18.1 million£20.0 million£25.8 million
Bloomsbury Digital Resources (BDR) Revenue10%£22.3 million£24.3 million£30.3 million
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The awards for Executive Directors are subject to malus and clawback provisions and to a two-year post-vesting holding
period. During the holding period, an Executive Director may not sell their vested shares, which will remain subject to a
clawback provision. The Committee has discretion to adjust formulaic outcomes where it believes the outcome does not
reflect the Committee’s assessment of the underlying performance of the Company/individual.
Payments to past Directors
There were no payments to past Directors during the year.
Payments for loss of office
There were no payments for loss of office during the year.
Outstanding share awards
PSP Awards
PSP conditional share awards have been granted for nil consideration over Ordinary shares of 1.25 pence in the Company
under the Bloomsbury 2014 Performance Share Plan (“2014 PSP”). The number of PSP conditional shares awarded is
normally calculated based on the closing mid-market share price prevailing on the day before the date of grant. The
following PSP conditional shares awarded to the Executive Directors were outstanding during the year:
Date of
PSP award
Due date of
exercise/
expiry
Price at
grant date
(pence)
At
1 March
2022
Awarded
during
the year
Exercised
during
the year
Lapsed
during
the year
Share price
on date of
exercise
(pence)
At
28
February
2023
Nigel Newton21 August
2019
21 August
2022230.00p197,901–197,901–413–
28 August
2020
28 August
2023209.00p222, 142––––222,142
24 August
2021
24 August
2024351.00p134,918––––134,918
10 August
2022
10 August
2025418.00p–118,957–––118,957
Penny
Scott-Bayfield
21 August
2019
21 August
2022230.00p102,500–102,500–413–
28 August
2020
28 August
2023290.00p138,755––––138,755
24 August
2021
24 August
2024351.00p84,273––––84,273
10 August
2022
10 August
2025418.00p–74,303–––74,303
PSP Awards performance targets
Performance measures and targets for the 2020 PSP Award are detailed on page 158.
Performance measures and targets for the 2021 PSP Award are set out below:
MetricWeighting0% vesting25% vesting100% vesting
EPS (before highlighted items)60%17.9p19.8p25.2p
Non-Consumer Operating Profit15%£7.8 million£9.2 million£13.6 million
Consumer Operating Profit15%£10.9 million£11.9 million£14.9 million
Bloomsbury Digital Resources (BDR) Revenue10%£15.0 million£16.0 million£19.0 million
Performance measures and targets for the 2022 PSP Award are detailed on page 158.
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Governance
Sharesave options
Bloomsbury operates an HMRC-approved Sharesave scheme in respect of which all UK employees are eligible to participate.
The following Sharesave options granted to the Executive Directors were outstanding at the year end:
At
1 March
2022
Granted
during
the year
Exercised
during
the year
Lapsed
during
the year
At
28 February
2023
Exercise
price
(pence)Date of grant
Date from
which
exercisableExpiry date
Penny
Scott-Bayfield9,740–9,740––184.8p12 July 2019Sept 2022Mar 2023
Directors’ interests in shares
Under the current Remuneration Policy, Executive Directors are required to build up a shareholding in the Company equal
to 200% of their salary (“Shareholding Guideline”) to align their interests with that of Shareholders. Executive Directors are
expected to retain any vested shares (net of tax) until the Shareholding Guideline has been achieved.
Executive Directors are also subject to a post-employment Shareholding Guideline. After ceasing to be an Executive
Director, individuals will be expected to maintain a shareholding equivalent to 200% of salary (or actual shareholding
if lower), tapering down to nil over two years. This guideline applies to shares vesting after the 2020 AGM and may be
disapplied in certain cases (e.g. due to compassionate circumstances).
Shareholding Guidelines do not apply to the Chairman or Non-Executive Directors.
The interests of the Directors who served on the Board during the year are set out in the table below. There have been no
changes to those interests between 28 February 2023 and the date of this report.
Owned
2
PSP Awards
Sharesave
options
unvested
Total
28 February
2023
Shareholding
Guideline
achieved
1
%
28 February
20236
28 February
2022UnvestedVested
Nigel Newton
3
1,424,6691,306,694476,017––1,900,686>200
Penny Scott-Bayfield
4
104,31637,117297,331––401,647154%
Sir Richard Lambert10,31710,317–––10,317N/A
John Bason
5
––––––N/A
Steven Hall
6
–3,271––––N/A
Leslie-Ann Reed––––––N/A
Baroness Young––––––N/A
Total1,539,3021,357,399 773,348––2,312,650
1. The Guideline requires that the Executive Director must retain shares vesting from the PSP Awards net of tax until the Shareholding Guideline of 200% has
been met. The number of shares needed to satisfy a shareholding is normally recalculated at the close of the next business day following the announcement
of the full year results (the “Review Date”). The share price used above is 459 pence (determined by the closing price of shares the day after annual results are
announced).
2. Owned includes shares held directly by the Director and indirectly by a nominee on behalf of the Director where the Director has the beneficial interest. It
includes the shares of the Director and of connected persons.
3. In respect of the vesting of the 2019 PSP Award, Nigel Newton acquired 215,386 shares (comprising 197,901 vested PSP shares and 17,485 dividend
equivalent shares), out of which 97,411 shares were sold to fund the tax liability and administrative fees arising on vesting. He retained the balance of
117,759shares.
4. In respect of the vesting of the 2019 PSP Award, Penny Scott-Bayfield acquired 111,556 shares (comprising 102,500 vested PSP shares and 9,056 dividend
equivalent shares) out of which 54,097 shares were sold to fund the tax liability, National Insurance liability and administrative fees arising on vesting. She
retained a balance of 57,459 shares.
5. John Bason was appointed on 1 April 2022.
6. Steven Hall retired as a Non-Executive Director of the Company on 20 July 2022. The table above is reflective of his interests in shares on the date he
stepped down from the Board.
No Director has or has had any interest, direct or indirect, in any transaction, contract or arrangement (excluding service
agreements), which is or was, unusual in its nature or conditions or significant to the business of the Group during the
current or immediately preceding financial year.
Overall, the Committee considers that the Remuneration Policy has operated as it intended during 2022/2023 and
that the pay outcomes are aligned with the experience of Shareholders and other stakeholders over the relevant
performanceperiod.
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Implementation of Remuneration Policy in 2023/2024
(Subject to shareholder approval of the Policy at the 2023 AGM)
Salary
Annual salary increases for the Executive Directors and senior management are normally aligned with the approach adopted
for the wider workforce, other than in specific circumstances (e.g. adjustments to reflect change in role). The Committee is of
the view that this continues to be a good discipline as it increases consistency in the approach to pay across the workforce.
From 1 March 2023, the Executive Directors received a pay increase of 4.9%. The increase for the general workforce was 6%.
Basic salaries for the Executive Directors are as follows:
Executive Director
From
1 March
2023
£’000
Nigel Newton522
Penny Scott-Bayfield326
Pension and benefits
In 2023/2024, pension contributions (as a percentage of base salary) for Executive Directors will be at 7%, in line with the rate
for the wider workforce.
There will be no changes to other benefits.
Annual bonus
The maximum annual bonus opportunity for 2023/2024 will be set at 120% of salary. The structure of the bonus scheme will
be the same as for 2022/2023. Where the full bonus pool is not funded, bonuses will be pro-rated accordingly. The maximum
bonus will be measured against achieving a Group profit target for the majority segment and a minority segment of strategic
objectives. As sustainability forms a key part of the Company’s overall strategy, the strategic element includes targets
relating to our goal to reduce Scope 1 and Scope 2 emissions by 2030. When determining annual bonuses, the Committee
will consider both financial and strategic performance of the Group over the year, taking into account overall affordability.
Specific measures and targets will be disclosed retrospectively in the Annual Report on Remuneration.
Where an Executive Director has not met their shareholding guidelines, any bonus in excess of 100% of salary will normally
be expected to be deferred into shares for two years.
To the extent any annual bonus is payable to the Executive Directors, the Committee will be mindful of the experience of all
our stakeholder groups over the year, in particular the wider employee population.
Any bonus payable will be subject to malus and clawback provisions.
Long-term incentives
Annual PSP Awards will be granted to Executive Directors in 2023/2024 (“2023 PSP Award”) at 120% of salary. When granting
awards, the Committee will consider the share price on the grant date as well as the average price used to grant awards over
multiple years.
The performance targets for the 2023 PSP Award have been significantly increased from prior awards, reflecting the scale
and ambition of the Group plans, and the increase to award opportunities.
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Annual Report and Accounts 2023
161
Governance
The 2023 PSP Award will be subject to the following performance measures:
MetricWeighting
0% of salary
vesting
100% of
salary vesting
120% of
salary vesting
EPS (before highlighted items)60%28.7p39.7p41.9p
Non-Consumer Operating Profit17.5%£11.4 million£15.8 million£16.7 million
Consumer Operating Profit17.5%£20.4 million £28.9 million£30.6 million
International Revenue5%£115.9 million£141.4 million£146.5 million
The awards for Executive Directors will be subject to malus and clawback provisions and to a two-year post-vesting holding
period.
During the holding period, an Executive Director may not sell their vested shares, which will remain subject to a clawback
provision. The Committee has discretion to adjust formulaic outcomes where it believes the outcome does not reflect the
Committee’s assessment of the underlying performance of the Company/individual.
The Remuneration Committee has approved that the Executive Directors may participate in the Company’s
Sharesavescheme.
Non-Executive Directors
The Board has agreed that the Non-Executive Directors and Chairman should receive an increase to their fees of 6% in line
with the increase for the general workforce. At the 2023 AGM, Shareholders will be invited to approve an amendment to
the Articles of Association to increase the current limit to the aggregate annual fees for Non-Executive Directors (excluding
the Chairman) from £150,000 to £300,000. The Board will undertake a further review of the fees of the Chairman and
Non-executive Directors during 2023, to ensure they suitably reflect the role scope and time commitment associated with
the role.
Current annualised fees (inclusive of the 6% increase) are as follows:
Non-Executive DirectorPosition
From
1 March
2023
£’000
Sir Richard LambertChairman of the Board, Chair of the Nomination Committee128
John BasonChair of the Remuneration Committee and Independent Non-Executive Director48
Leslie-Ann ReedChair of the Audit Committee and Senior Independent Director48
The total remuneration figures for the Chief Executive during each of the financial years of the relevant period are shown
in the table below. The annual bonus payout and PSP vesting level as a percentage of the maximum opportunity are also
shown for each of these years.
Year ending:
28 Feb
2014
28 Feb
2015
29 Feb
2016
28 Feb
2017
28 Feb
2018
28 Feb
2019
29 Feb
2020
28 Feb
2021
28 Feb
2022
28 Feb
2023
Total remuneration (£’000)7497995476899099511,1021,4921,9482,142
Annual bonus (%)17%16%0%42%88%92.5%0%30%100%97%
PSP vesting (%)50%56%17%0%0%0%96%100%100%100%
Stock code: BMY
Annual Report and Accounts 2023
163
Governance
Percentage change in remuneration of Directors and employees
In line with the Companies (Directors’ Remuneration Policy and Directors’ Remuneration Report) Regulations 2019, the table
below shows the percentage change in the base salary/fees, benefits and annual bonus between the financial years ended
29 February 2020 and 28 February 2021, 28 February 2021 and 28 February 2022, and 28 February 2022 and 28 February 2023
in respect of all Directors of the Company compared to that of the average percentage change for all employees of the
Company for each of these elements of pay. The average employee change has been calculated by reference to the mean
of employee pay on a full-time equivalent basis. This table will be built up over time to display a five-year history:
Average change between
2022 and 2023
Average change between
2021 and 2022
Average change between
2020 and 2021
Salary/
FeesBenefits
7
Bonus
8
Salary/
FeesBenefits
7
Bonus
8
Salary/
FeesBenefitsBonus
Average employee
1
2%(33)%(28)%2%(5%)67%(2%)(3%)1,009%
Executive Directors
Nigel Newton5%3%2%2%7%240%2%8%–
Penny Scott-Bayfield
2
5%(13)%2%10%21%266%14%36%–
Non-Executive Directors
Sir Richard Lambert5%n/an/a2% n/an/a2%n/a n/a
John Bason³n/an/an/a––––––
Steven Hall
4
5% n/a n/a2% n/a n/a4%n/a n/a
Leslie-Ann Reed
5
5% n/a n/a6% n/a n/a0%n/a n/a
Baroness Young
6
5% n/a n/a(1)% n/a n/an/an/an/a
1. The average employee salary and benefits figures have reduced due to the salary mix impact of leavers and joiners during the financial year. In practice,
salaries were generally increased by 7% across the business in the year, with benefits arrangements remaining largely unchanged. Benefits figures are based
on taxable benefits available to a relatively small cohort of senior executives and so can be impacted by relatively small changes to that cohort. The change
to both benefits and bonus figures also reflects the growth in employees.
2. Details in regard to Penny Scott-Bayfield’s salary increase is detailed in the Chair’s Annual Statement on page 130 of the 2021 Annual Report and Accounts.
Penny was initially appointed at a salary below that of her predecessor, and her salary was subsequently adjusted in August 2020 to reflect her progress and
performance in the role. This adjustment impacted the increase reported for 2021 and 2022. In 2023, her increase was aligned with the wider workforce (but
excluded the permanent £1,000 increase in salary, and the one-off cash payment of £1,250).
3. John Bason became a Director on 1 April 2022, therefore no year-on-year comparison is possible. On 20 July 2022, he became Chair of the Remuneration
Committee and was entitled to an additional annual fee of £2,625.
4. Steven Hall retired as a Non-Executive Director and as Chair of the Remuneration Committee on 20 July 2022. His percentage increase is shown as if he was a
Director for the whole year in order to show a meaningful comparison.
5. Leslie-Ann Reed was appointed to the Board on 17 July 2019. In order to provide a meaningful comparison with remuneration for 2020/2021, Leslie-Ann
Reed’s salary for 2019/2020 has been annualised. On 21 July 2021, Leslie-Ann became Chair of the Audit Committee and Senior Independent Director and
was entitled to an additional annual fee of £2,574, (2022/2023: £2,703), for the Chair role.
6. Baroness Young was appointed to the Board on 1 January 2021. In order to provide a meaningful comparison with remuneration for 2021/2022,
BaronessYoung’s salary for 2020/2021 has been annualised.
7. The benefits for the Executive Directors remained broadly unchanged and the fluctuations reported primarily relate to changes in premiums.
8. In 2019/2020, there was a nil payout of bonuses to Executive Directors. In 2020/2021, the Company introduced a Group-wide bonus scheme.
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Chief Executive’s pay ratio
The table below discloses the ratio of the Chief Executive’s pay, using the single total figure remuneration as disclosed on
page 156 to the comparable, full-time equivalent total remuneration of all UK employees whose pay is ranked at the 25
th
percentile, median and 75
th
percentile.
YearMethod
1
25
th
percentile
pay ratio
2
Median
pay ratio
3
75
th
percentile
pay ratio
4
2020A39.5 : 130.8 : 121.6 : 1
2021A51.1 : 140.5 : 128.8 : 1
2022
5
A63.9 : 150.7 : 135.8 : 1
2023A68.8 :153.8 :137.6 :1
1. Method A, as set out in the Companies (Miscellaneous Reporting) Regulations 2018, was selected as this is considered the most statistically accurate and
robust methodology. The 25
th
percentile, median and 75
th
percentile UK employees were determined based on total remuneration for the year ended
28February 2023 using the single total figure valuation methodology. The elements used to calculate total remuneration comprised salary, pensions, bonus
and benefits. The value of Sharesave options granted in the year have been excluded when calculating total remuneration for UK employees.
2. The relevant 25
th
percentile values are £28,000 salary and £31,146 total pay and benefits.
3. The relevant median values are £35,650 salary and £39,812 total pay and benefits.
4. The relevant 75
th
percentile values are £53,500 salary and £56,978 total pay and benefits.
5. The 2022 ratios have been recalculated in accordance with normal practice to reflect the adjusted single total figure remuneration valuation for Nigel
Newton, taking into account the final valuation for his 2019 PSP Award based on the share price at vesting, rather than the estimated share price shown in the
2022 Annual Report.
The Company believes the median pay ratio for the year ended 28 February 2023 is consistent with the pay, reward and
progression policies for the Company’s UK employees taken as a whole.
The Committee noted that the CEO pay ratios increased slightly in 2022/2023 as compared to 2021/2022. During both
years, the Company has performed strongly and this is reflected in the incentive outcomes for the CEO. The Company has
delivered outstanding share price growth of 115% over the performance period for 2020 PSP awards compared to 85%
for 2019 PSP awards, resulting in higher overall reported CEO pay in 2022/2023, and this is reflected in the pay ratio. The
median pay ratio for 2022/2023, excluding this share price growth, is 40.5:1.
A greater proportion of the Chief Executive’s and senior managements’ overall remuneration is linked to performance (via
the annual bonus and PSP awards) when compared to the wider workforce due to the nature of their roles. The Committee,
therefore, noted that pay ratios are likely to fluctuate depending on the performance of the business and associated
outcomes of incentive plans in each year. This can be seen in the changes in pay ratios over the period since 2020.
Consideration of wider workforce
During the year, the Committee was updated on workforce remuneration policies, including variable pay schemes and
benefits for employees across the Company as a whole, and took these into account when determining remuneration
arrangements for Executive Directors. The Committee continues to develop and evolve its approach to engagement with
the workforce on Executive pay. Currently, information on the Executive Remuneration Policy is provided on the Company’s
intranet, which is accessible by all employees. Employees are also able to direct questions or comments to the Committee
on the approach to pay via a designated email address. This provides a means of initiating a two-way dialogue where
necessary. The communication is further supported by an expanded set of FAQs, which addresses many of the common
queries raised by employees that are not expressly addressed in the formal Remuneration Policy.
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Annual Report and Accounts 2023
165
Governance
Relative importance of spend on pay
The following table shows the Company’s actual spend on pay (for all employees) relative to dividends.
Year ended
28 February
2023
Year ended
28 February
2022
Staff costs (£m)60.947.8
Dividends declared (£m)9.58.8
Retained profits (£m)9.80.1
Voting at the Annual General Meeting
At the Annual General Meeting of 20 July 2022, the Annual Statement by the Chair of the Remuneration Committee and
the Annual Report on Directors’ Remuneration for the financial year ended 28 February 2022 was put to an advisory vote.
Thevoting outcomes were as follows:
Number
of shares
Percentage
of the vote
Votes cast in favour53,340,86898.92%
Votes cast against584,0061.08%
Total votes cast53,924,874100%
Abstentions on voting cards487,103
The Remuneration Policy was last put to Shareholders at the Annual General Meeting held on 21 July 2020 as an ordinary
resolution. The voting outcomes were as follows:
Number
of shares
Percentage
of the vote
Votes cast in favour47,009,93295.52%
Votes cast against2,204,7684.48%
Total votes cast49,214,700100%
Abstentions on voting cards25,340
Remuneration Committee
Composition of the Committee
The Committee is comprised of at least two Independent Non-Executive Directors and the Chairman of the Board.
Themembers of the Committee during the year were:
Director
Appointed in
the year
(if applicable)
Resigned in
the year
(if applicable)
John Bason (Chair of the Committee)1 April 2022–
Sir Richard Lambert––
Steven Hall–20 July 2022
Leslie-Ann Reed––
The Committee met five times during 2022/2023. The Committee members’ attendance can be seen on page 130 of this
Annual Report. Only members of the Remuneration Committee have the right to attend Committee meetings; however, the
Chief Executive and Group Finance Director may attend Committee meetings at the request of the Chair of the Committee
for specific items on the agenda. Remuneration consultants may attend where needed to provide technical support.
Directors’ Remuneration Report
continued
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Bloomsbury Publishing Plc
Activities of the Committee
duringthe year
During the year, amongst other matters, the Committee
considered the following:
• Review and recommendation for approval of the
Directors’ Remuneration Report for the Annual
Report and Accounts for the financial year ended 28
February 2022;
• The approval of increases to the Executive Directors’
salaries and the Chairman of the Board’s fee;
• Review and approval of the Executive Directors’
remuneration packages;
• Review of the bonus plan achievement for 2021/2022;
• Review and approval of the bonus plan proposal and
objectives for 2022/2023;
• Review and approval of the structure of a Group-wide
bonus scheme;
• Review and approval of performance targets for the 2022
PSP Award;
• Review of the performance outcome of the 2019 PSP
Award vest and payouts to the Executive Directors;
• Review of workforce remuneration policies;
• Review of the Committee evaluation;
• Review and approval of the Committee’s terms
ofreference; and
• Undertook shareholder consultation exercise in regards
to proposed Remuneration Policy.
The Committee Chair has a standing item on the agenda at
each main Board meeting, enabling remuneration matters
to be raised for discussion by the Board if required.
In 2019, the Committee considered its role in respect of
determining the remuneration of senior management with
reference to the 2018 Code. After due consideration and
discussion at both the Committee and the Board level it
was decided that the Executive Directors would remain
responsible for remuneration for senior management.
TheCommittee believes that the Executive Directors are
best placed to assess the appropriate level of remuneration
of senior managers based on their performance and
contribution to the Company’s success and on the
Executive Directors’ knowledge of market rates of pay.
TheCommittee will nonetheless monitor the remuneration
of senior managers closely and will continue to be
responsible for approving the granting and vesting of
shareincentives.
Role of the Committee
The terms of reference of the Committee set out its role
and authority. These are reviewed annually and can be
found on the Company’s website, www.bloomsbury-ir.
co.uk. In summary, the Committee’s responsibilities
include:
• Determining the Remuneration Policy for the
Chairman and Executive Directors;
• Determining the remuneration packages for the
Executive Directors and Chairman within the terms
of the policy;
• Monitoring the level and structure of remuneration
for other members of senior management;
• Reviewing workforce remuneration and related
policies across the Company;
• Approving the design of, and determining targets
for, performance related pay schemes operated by
the Company;
• Reviewing the design of share incentive plans for
Board approval for Executive Directors and other
members of senior management. For any such plans,
the Committee shall determine whether the awards
will be made, and, if so, approve the overall amount
of such awards, the individual awards to Executive
Directors, Company Secretary and designated
senior managers and the performance targets to be
used; and
• Developing a formal policy for shareholding
guidelines in employment and post-employment
shareholding requirements.
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Annual Report and Accounts 2023
167
Governance
Advisors to the Committee
In carrying out its responsibilities, the Committee was
independently advised by external advisors. In 2019,
Deloitte LLP was appointed as the Committee’s external
remuneration consultants through a competitive tender
process, which took place in September 2019. Deloitte LLP
is a founding member of the Remuneration Consultants’
Group and adheres to its Code of Conduct. In respect of
their services to the Committee, fees charged by Deloitte
LLP amounted to £70,000 (excluding VAT).
During the year, Deloitte also provided broader HR
consulting services, valuations for share-based payments,
corporate tax, VAT and employment tax advisory services.
The Committee is satisfied that the advice provided by
Deloitte LLP was objective and independent, that the
provision of other services in no way compromised their
independence and that there was no potential conflict
of interest. The individual consultants who work with
the Committee do not provide advice to the Executive
Directors or act on their behalf.
The Committee received assistance from the Company
Secretary and, where specifically requested by the
Committee, the Chief Executive and Group Finance
Director.
The Committee has considered any feedback received
from the major Shareholders during the year as part of
Bloomsbury’s ongoing investor relations programme and
considers the reports and recommendations of Shareholder
representative bodies and corporate governance analysts.
Approved by the Board of Directors and signed on its
behalf.
John Bason
Chair of the Remuneration Committee
30 May 2023
Directors’ Remuneration Report
continued
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Independent Auditor’s Report170
Consolidated Income Statement176
Consolidated Statement of Comprehensive Income177
Consolidated Statement of Financial Position178
Consolidated Statement of Changes in Equity179
Consolidated Statement of Cash Flows180
Notes to the Financial Statements181
Company Statement of Financial Position224
Company Statement of Changes in Equity225
Company Statement of Cash Flows226
Notes to the Company Financial Statements227
Financial
Statements
Financials
169
Annual Report and Accounts 2023
Stock code: BMY
Opinion
We have audited the financial statements of Bloomsbury
Publishing Plc (the “Company”) and its subsidiaries (the
“Group”) for the year ended 28 February 2023 which
comprise the Consolidated income statement, the
Consolidated statement of comprehensive income, the
Consolidated and Company statement of financial position,
the Consolidated and Company statement of changes in
equity, the Consolidated and Company statement of cash
flows and notes to the financial statements, including a
summary of significant accounting policies. The financial
reporting framework that has been applied in their
preparation is applicable law and UK adopted international
accounting standards.
In our opinion, the financial statements:
• give a true and fair view of the state of the Group’s and
of the Parent Company’s affairs as at 28 February 2023
and of the Group’s profit for the year then ended;
• have been properly prepared in accordance with UK
adopted international accounting standards; and
• have been prepared in accordance with the requirements
of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law.
Our responsibilities under those standards are further
described in the Auditor’s responsibilities for the audit
of the financial statements section of our report. We are
independent of the Group in accordance with the ethical
requirements that are relevant to our audit of the financial
statements in the UK, including the FRC’s Ethical Standard
as applied to listed public interest entities, and we have
fulfilled our other ethical responsibilities in accordance with
these requirements. We believe that the audit evidence we
have obtained is sufficient and appropriate to provide a
basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that
the Directors’ use of the going concern basis of accounting
in the preparation of the Group and Company financial
statements is appropriate. Our evaluation of the Directors’
assessment of the Group and Company’s ability to continue
to adopt the going concern basis of accounting included:
• Assessing the cash flow requirements of the Group over
the duration of the viability statement based on budgets
and forecasts;
• Performing tests on the mathematical accuracy of the
budgets and forecasts;
• Considering how inflation and a potential economic
downturn have been factored into the budgets and
forecasts prepared by management;
• Obtaining evidence of the review and approval of the
budgets by the Board; and
• Considering potential downside scenarios and the
resultant impact on available funds.
Based on the work we have performed, we have not
identified any material uncertainties relating to events
or conditions that, individually or collectively, may cast
significant doubt on the Group and Company’s ability to
continue as a going concern for a period of at least twelve
months from when the financial statements are authorised
for issue.
In relation to the Group reporting on how they have
applied the UK Corporate Governance Code, we have
nothing material to add or draw attention to in relation to
the Directors’ statement in the financial statements about
whether the Directors considered it appropriate to adopt
the going concern basis of accounting.
Our responsibilities and the responsibilities of the Directors
with respect to going concern are described in the relevant
sections of this report.
Overview of our audit approach
Materiality
In planning and performing our audit we applied the
concept of materiality. An item is considered material if it
could reasonably be expected to change the economic
decisions of a user of the financial statements. We used
the concept of materiality to both focus our testing and to
evaluate the impact of misstatements identified.
Based on our professional judgement, we determined
overall materiality for the Group financial statements as
a whole to be £1,200,000 based on 5% of profit before
taxation. Materiality for the parent Company financial
statements as a whole was set at £985,000 based on 1%
ofrevenue.
We use a different level of materiality (‘performance
materiality’) to determine the extent of our testing for the
audit of the financial statements. Performance materiality
is set based on the audit materiality as adjusted for the
judgements made as to the entity risk and our evaluation
of the specific risk of each audit area having regard to the
internal control environment. For the Group performance
materiality was set at £840,000 and £689,500 for the
parentCompany.
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Bloomsbury Publishing Plc
Independent Auditor’s Report
to the members of Bloomsbury Publishing Plc
Where considered appropriate performance materiality
may be reduced to a lower level, such as, for related party
transactions and Directors’ remuneration.
We agreed with the Audit Committee to report to it all
identified errors in excess of £60,000. Errors below that
threshold would also be reported to it if, in our opinion as
auditor, disclosure was required on qualitative grounds.
Overview of the scope of our audit
The scope of the audit work and the design of audit tests
undertaken was solely for the purposes of forming an
audit opinion on the consolidated financial statements of
the Group. The Group contains four (2022: four) reporting
components: the UK, US, Australia and India. Two of these
components (the UK and the US) were subject to full
scope audit procedures with analytical review procedures
performed over the remaining two components.
Full scope audit procedures provided coverage of 92% of
Group revenue, 96% of Group profit before tax and 96% of
Group total assets.
The full scope procedures performed on both components
and the Parent Company were undertaken by the Group
audit team. Where specialists were used they were under
the direction and supervision of the Group audit team.
The audit work performed was predominantly substantive in
nature.
Key Audit Matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the
financial statements of the current period and include the most significant assessed risks of material misstatement (whether
or not due to fraud) that we identified. These matters included those which had the greatest effect on: the overall audit
strategy, the allocation of resources in the audit; and directing the efforts of the engagement team.
This is not a complete list of all risks identified by our audit.
Key audit matterHow the scope of our audit responded to the key audit matter
Sales returns liability (note 19)
The Group will typically make print sales on a
sale or return basis with revenue presented net of
estimated returns. The value of the sales returns
liability, and the sensitivity estimated by the Group
is disclosed in note 19.
The sales returns liability is estimated based on
contractual terms and historical data with specific
adjustments made for two customers where the
historic data alone may not give an accurate
assessment of the liability.
The valuation of the liability has a high degree of
estimation uncertainty, with a potential range of
reasonably possible outcomes greater than our
materiality for the financial statements as a whole.
Our procedures included:
• Assessing whether the Group’s sales returns policy has been
consistently applied and challenge the rationale for any
exceptions made to the policy.
• Substantively testing inputs used in the returns calculation by
agreeing sales and returns to underlying records and terms
through to contracts.
• Recalculating the value of the liability to ensure correct
calculation.
• Analytically reviewing the level of the liability compared to
historic data to assess the accuracy and consistency of the
liability.
We concluded the resulting estimate of the sales returns liability to
be acceptable.
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Annual Report and Accounts 2023
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Financials
Key audit matterHow the scope of our audit responded to the key audit matter
Recoverability of author advances (see note 18)
The Group pays advances to authors prior to
publication. These advances are recoverable from
royalty payments that are due to the author under
the terms of the relevant royalty agreement. Author
advances totalling £29.5 million are included in the
financial statements.
The Group considers enough reliable sales data
is available six months after publication to enable
a reliable assessment of impairment to be made.
Management then use judgement to make
overrides where there are specific factors which
might indicate an impairment is needed before this
point or no impairment is needed despite the sales
trends.
By their nature the level of future sales cannot be
guaranteed and hence there is a high degree of
estimation uncertainty, with a potential range of
reasonably possible outcomes greater than our
materiality for the financial statements as a whole.
Our procedures included:
• Obtaining management’s assessment and performing tests of
arithmetical accuracy;
• Using historic data to challenge whether the six-month period
after publication was appropriate and considering what the
impact would be of an alternative assessment;
• Reviewing the rationale for author specific overrides including
discussion with non-finance personnel and, where possible,
validation to external data;
• Assessing the accuracy of forecasted sales made in the prior
year to actual sales achieved as a test of the accuracy of the
prior year provision; and
• Assessing the completeness of the provision through testing a
sample of unearned balances not provided for at the year end
by comparing actual sales for the year to forecasted levels in
prior year.
We found the resulting estimate of the recoverable amount of
author advances to be acceptable.
Carrying value of goodwill (see note 11)
The Group has made a number of historic
acquisitions and goodwill of £48.7 million is
recognised in the Statement of Financial Position.
Under IAS 36 goodwill is considered to be an
indefinite life intangible asset and is subject to an
annual impairment test. We consider the carrying
value of goodwill and the risk over potential
impairment to be a significant audit risk due to
the inherent uncertainty involved in selecting
appropriate assumptions including around forecast
future cash flows and the discount rate.
Our procedures included:
• obtaining the impairment test from management and testing
it for arithmetic accuracy and consistency with other estimates
made by management;
• comparing the prior year’s impairment test to current year
outcomes to assess the accuracy of historic budgeting;
• engaging an internal specialist to review the discount rate
calculation compared to market expectations and industry data;
• considering the impact of a range of severe but plausible
downside scenarios including declining sales and increased
discount rates; and
• assessing the adequacy of the Group’s disclosures related to
the sensitivity of the impairment calculations.
We concluded that the resulting estimate of the recoverable
amount of goodwill was acceptable.
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Bloomsbury Publishing Plc
Independent Auditor’s Report
to the members of Bloomsbury Publishing Plc continued
Key audit matterHow the scope of our audit responded to the key audit matter
Carrying value parent company investments in subsidiary companies (see note 35)
The Company has investments of £105.4 million
recognised in the Statement of Financial Position.
We consider the carrying value of investments
and the risk over potential impairment to be a
significant audit risk due to the inherent uncertainty
involved in selecting appropriate assumptions
including around forecast future cash flows and the
discount rate.
Our procedures included:
• obtaining cash flow forecasts from management and testing
them for arithmetic accuracy and consistency with other
estimates made by management;
• comparing the accuracy of prior year forecasts to actual results;
• considering the impact of a range of severe but plausible
downside scenarios including declining sales and increased
discount rates; and
• considering whether we were aware of any other factors that
may indicate impairment.
We concluded that the resulting estimate of the recoverable
amount of investments was acceptable.
These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters.
Other information
The other information comprises the information included
in the annual report, other than the financial statements
and our auditor’s report thereon. The Directors are
responsible for the other information. Our opinion on the
financial statements does not cover the other information
and, except to the extent otherwise explicitly stated in
our report, we do not express any form of assurance
conclusion thereon. In connection with our audit of the
financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other
information is materially inconsistent with the financial
statements or our knowledge obtained in the audit
or otherwise appears to be materially misstated. If we
identify such material inconsistencies or apparent material
misstatements, we are required to determine whether there
is a material misstatement in the financial statements or a
material misstatement of the other information. If, based
on the work we have performed, we conclude that there is
a material misstatement of the other information, we are
required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed
by the Companies Act 2006
In our opinion the part of the Directors’ remuneration report
to be audited has been properly prepared in accordance
with the Companies Act 2006.
In our opinion based on the work undertaken in the course
of our audit:
• the information given in the strategic report and the
Directors’ report for the financial year for which the
financial statements are prepared is consistent with the
financial statements; and
• the strategic report and the Directors’ report have
been prepared in accordance with applicable legal
requirements.
Matters on which we are required to
report by exception
In the light of the knowledge and understanding of the
Group and the Company and its environment obtained
in the course of the audit, we have not identified
material misstatements in the strategic report or the
Directors’report.
We have nothing to report in respect of the following
matters in relation to which the Companies Act 2006
requires us to report to you if, in our opinion:
• adequate accounting records have not been kept by
theCompany, or returns adequate for our audit have not
been received from branches not visited by us; or
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Annual Report and Accounts 2023
173
Financials
• the Company financial statements and the part of the
Directors’ remuneration report to be audited are not in
agreement with the accounting records and returns; or
• certain disclosures of Directors’ remuneration specified
by law are not made; or
• we have not received all the information and
explanations we require for our audit; or
• a corporate governance statement has not been
prepared by the Company.
Corporate governance statement
We have reviewed the Directors’ statement in relation
to going concern, longer-term viability and that part
of the Corporate Governance Statement relating to
the Company’s compliance with the provisions of the
UKCorporate Governance Code specified for our review by
the Listing Rules.
Based on the work undertaken as part of our audit, we
have concluded that each of the following elements of the
Corporate Governance Statement is materially consistent
with the financial statements or our knowledge obtained
during the audit:
• Directors’ statement with regards the appropriateness of
adopting the going concern basis of accounting and any
material uncertainties identified on page 111;
• Directors’ explanation as to its assessment of the Group’s
prospects, the period this assessment covers and why
that period is appropriate set out on page 111;
• Directors’ statement on whether it has a reasonable
expectation that the group will be able to continue in
operation and meet its liabilities set out on page 111;
• Directors’ statement on fair, balanced and
understandable set out on page 125;
• Board’s confirmation that it has carried out a robust
assessment of the emerging and principal risks set out
on pages 103 to 110;
• The section of the annual report that describes the
review of effectiveness of risk management and internal
control systems set out on pages 140 to 142; and
• The section describing the work of the Audit Committee
set out on pages 138 to 142.
Responsibilities of the Directors
forthe financial statements
As explained more fully in the Directors’ responsibilities
statement set out on pages 124 to 125 the Directors are
responsible for the preparation of the financial statements
and for being satisfied that they give a true and fair view,
and for such internal control as the Directors determine is
necessary to enable the preparation of financial statements
that are free from material misstatement, whether due to
fraud or error.
In preparing the financial statements, the Directors are
responsible for assessing the Group and Company’s ability
to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going
concern basis of accounting unless the Directors either
intend to liquidate the Group or Company or to cease
operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit
of the financial statements
Our objectives are to obtain reasonable assurance about
whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error,
and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is
not a guarantee that an audit conducted in accordance with
ISAs (UK) will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial
statements.
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Bloomsbury Publishing Plc
Independent Auditor’s Report
to the members of Bloomsbury Publishing Plc continued
Explanation as to what extent
the audit was considered capable
of detecting irregularities,
includingfraud
Irregularities, including fraud, are instances of
non-compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above,
to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are
capable of detecting irregularities, including fraud, is
detailed below however the primary responsibility for the
prevention and detection of fraud lies with management
and those charged with governance of the Company.
• We obtained an understanding of the legal and
regulatory frameworks that are applicable to the Group
and the procedures in place for ensuring compliance.
The most significant identified were the Companies Act
2006, General Data Protection Regulations, employment
law and laws around copyright. Our work included direct
enquiry of the Group General Counsel, reviewing Board
and relevant committee minutes and inspection of
correspondence.
• As part of our audit planning process we assessed the
different areas of the financial statements, including
disclosures, for the risk of material misstatement.
Thisincluded considering the risk of fraud where direct
enquiries were made of management and those charged
with governance concerning both whether they had
any knowledge of actual or suspected fraud and their
assessment of the susceptibility of fraud. We considered
the risk was greater in areas involving significant
management estimate or judgement. Based on this
assessment we designed audit procedures to focus on
the key areas of estimate or judgement, this included
specific testing of journal transactions, both at the year
end and throughout the year.
• We used data analytic techniques to identify any unusual
transactions or unexpected relationships, including
considering the risk of undisclosed related party
transactions.
Owing to the inherent limitations of an audit, there is an
unavoidable risk that some material misstatements of the
financial statements may not be detected, even though the
audit is properly planned and performed in accordance with
the ISAs (UK).
The potential effects of inherent limitations are particularly
significant in the case of misstatement resulting from fraud
because fraud may involve sophisticated and carefully
organised schemes designed to conceal it, including
deliberate failure to record transactions, collusion or
intentional misrepresentations being made to us.
A further description of our responsibilities for
the audit of the financial statements is located
on the Financial Reporting Council’s website at:
www.frc.org.uk/auditorsresponsibilities.
This description forms part of our auditor’s report.
Other matters which we are
requiredto address
Following the recommendation of the audit committee,
we were appointed in July 2022 to audit the financial
statements for the year ending 28 February 2023. The
period of total uninterrupted engagement is one year.
The non-audit services prohibited by the FRC’s Ethical
Standard were not provided to the Group or the Company
and we remain independent of the Company in conducting
our audit.
Our audit opinion is consistent with the additional report to
the audit committee.
Use of our report
This report is made solely to the Company’s members,
as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken
so that we might state to the Company’s members those
matters we are required to state to them in an auditor’s
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 and the Company’s
members as a body, for our audit work, for this report, or for
the opinions we have formed.
Matthew Stallabrass
Senior Statutory Auditor
For and on behalf of
Crowe U.K. LLP
Statutory Auditor
55 Ludgate Hill
London
EC4M 7JW, UK
30 May 2023
Stock code: BMY
Annual Report and Accounts 2023
175
Financials
Notes
Year ended
28 February
2023
£’000
Year ended
28 February
2022
£’000
Revenue3264,102230,110
Cost of sales(119,191)(107,948)
Gross profit144,911122,162
Marketing and distribution costs(32,529)(29,808)
Administrative expenses (86,551)(69,675)
Share of result of joint venture(228)(117)
Operating profit before highlighted items31,28627,112
Highlighted items4(5,683)(4,550)
Operating profit425,60322,562
Finance income6270105
Finance costs6(458)(486)
Profit before taxation and highlighted items31,09826,731
Highlighted items4(5,683)(4,550)
Profit before taxation25,41522,181
Taxation 7(5,171)(5,291)
Profit for the year attributable to owners of the Company20,24416,890
Earnings per share attributable to owners of the Company
Basic earnings per share924.94p20.72p
Diluted earnings per share924.54p20.33p
The notes on pages 181 to 223 form part of these consolidated financial statements.
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Bloomsbury Publishing Plc
Consolidated Income Statement
For the year ended 28 February 2023
Year ended
28 February
2023
£’000
Year ended
28 February
2022
£’000
Profit for the year20,24416,890
Other comprehensive income
Items that may be reclassified to the income statement:
Exchange differences on translating foreign operations7,4641,497
Items that may not be reclassified to the income statement:
Remeasurements on the defined benefit pension scheme–(10)
Other comprehensive income for the year net of tax7,4641,487
Total comprehensive income for the year attributable to the owners of the Company27,70818,377
Items in the statement above are disclosed net of tax. The income tax relating to each component of other comprehensive
income is disclosed in note 7.
The accompanying notes form part of these financial statements.
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Annual Report and Accounts 2023
177
Financials
Consolidated Statement of
Comprehensive Income
For the year ended 28 February 2023
Notes
28 February
2023
£’000
28 February
2022
£’000
Assets
Goodwill1148,65647,910
Other intangible assets1238,24340,323
Investments13–45
Property, plant and equipment142,5032,319
Right-of-use assets159,12610,628
Deferred tax assets167,9287,168
Trade and other receivables18934923
Total non-current assets107,390109,316
Inventories1743,36433,816
Trade and other receivables18112,819104,879
Cash and cash equivalents51,54041,226
Total current assets207,723179,921
Total assets315,113289,237
Liabilities
Retirement benefit obligations24––
Deferred tax liabilities163,1153,696
Lease liabilities268,5709,961
Provisions21334297
Total non-current liabilities12,01913,954
Trade and other liabilities19111,620103,028
Lease liabilities262,0822,265
Current tax liabilities790433
Provisions21764588
Total current liabilities115,256106,314
Total liabilities127,275120,268
Net assets187,838168,969
Equity
Share capital221,0201,020
Share premium2247,31947,319
Translation reserve2215,5918,127
Other reserves2210,8708,765
Retained earnings22113,038103,738
Total equity attributable to owners of the Company187,838168,969
The accompanying notes form part of these financial statements.
The financial statements were approved by the Board of Directors and authorised for issue on 30 May 2023.
J N Newton
Director
P Scott-Bayfield
Director
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Bloomsbury Publishing Plc
Consolidated Statement of Financial Position
As at 28 February 2023
Share
capital
£’000
Share
premium
£’000
Translation
reserve
£’000
Merger
reserve
£’000
Capital
redemption
reserve
£’000
Share-
based
payment
reserve
£’000
Own
shares
held by
EBT
£’000
Retained
earnings
£’000
Total
equity
£’000
At 28 February 20211,02047,3196,6301,803227,945(147)103,657168,249
Profit for the year –––––––16,89016,890
Other comprehensive income
Exchange differences on
translating foreign operations––1,497–––––1,497
Remeasurements on the
defined benefit pension
scheme–––––––(10)(10)
Total comprehensive income
for the year ––1,497––––16,88018,377
Transactions with owners
Dividends to equity holders of
the Company–––––––(15,157)(15,157)
Purchase of shares by the
Employee Benefit Trust––––––(4,489)–(4,489)
Share options exercised––––––2,084(2,050)34
Deferred tax on share-based
payment transactions–––––––408408
Share-based payment
transactions–––––1,547––1,547
Total transactions with owners
of the Company–––––1,547(2,405)(16,799)(17,657)
At 28 February 20221,02047,3198,1271,803229,492(2,552)103,738168,969
Profit for the year –––––––20,24420,244
Other comprehensive income
Exchange differences on
translating foreign operations––7,464–––––7,464
Total comprehensive income
for the year ––7,464––––20,24427,708
Transactions with owners
Dividends to equity holders of
the Company–––––––(8,752)(8,752)
Purchase of shares by the
Employee Benefit Trust––––––(1,669)–(1,669)
Share options exercised––––––2,539(2,273)266
Deferred tax on share-based
payment transactions–––––––8181
Share-based payment
transactions–––––1,235––1,235
Total transactions with owners
of the Company–––––1,235870(10,944)(8,839)
At 28 February 20231,02047,31915,5911,8032210,727(1,682)113,038187,838
The accompanying notes form part of these financial statements.
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Financials
Consolidated Statement of Changes in Equity
For the year ended 28 February 2023
Notes
Year ended
28 February
2023
£’000
Year ended
28 February
2022
£’000
Cash flows from operating activities
Profit for the year20,24416,890
Adjustments for:
Depreciation of property, plant and equipment14659512
Depreciation of right-of-use assets152,1141,889
Amortisation of other intangible assets129,6877,505
Loss on disposal on property, plant and equipment13–
Loss on disposal on other intangible assets10765
Finance income 6(270)(105)
Finance costs 6458486
Share of loss of joint venture 13228117
Share-based payment charges231,6012,054
Tax expense75,1715,291
40,01234,704
(Increase) in inventories (7,557)(2,745)
(Increase)/decrease in trade and other receivables(3,226)1,205
Increase in trade and other liabilities4,03314,572
Cash generated from operating activities33,26247,736
Income taxes paid(6,640)(7,927)
Net cash generated from operating activities26,62239,809
Cash flows from investing activities
Purchase of property, plant and equipment(818)(644)
Purchase of intangible assets(5,165)(3,693)
Purchase of business, net of cash acquired(72)(22,913)
Purchase of rights to assets(633)(3,650)
Purchase of share in a joint venture(183)–
Interest received25392
Net cash used in investing activities(6,618)(30,808)
Cash flows from financing activities
Equity dividends paid20(8,752)(15,157)
Purchase of shares by the Employee Benefit Trust20(1,669)(4,489)
Proceeds from exercise of share options2026634
Repayment of borrowing20–(1,097)
Repayment of lease liabilities20(2,226)(1,862)
Lease liabilities interest paid20(390)(419)
Other interest paid20–(55)
Net cash used in financing activities20(12,771)(23,045)
Net increase/(decrease) in cash and cash equivalents7,233(14,044)
Cash and cash equivalents at beginning of year41,22654,466
Exchange gain on cash and cash equivalents3,081804
Cash and cash equivalents at end of year51,54041,226
The accompanying notes form part of these financial statements.
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Consolidated Statement of Cash Flows
For the year ended 28 February 2023
•Print revenues are reduced by 20% during 2023/2024, with recovery during 2024/2025;
•Digital revenues are reduced by 20% during 2023/2024, with recovery during 2024/2025;
•Print costs are increased by 3% from 2023/2024 and staff costs are increased by 3% from 2023/2024;
•Downside assumptions about extended debtor days during 2023/2024, with recovery during 2024/2025; and
•Cash preservation measures implemented and variable costs reduced.
At 28 February 2023, the Group had available liquidity of £61.5 million, comprising central cash balances and its undrawn
£10million Revolving Credit Facility (“RCF”). The RCF agreement is to October 2024. Under the severe but plausible
downside scenario, the Group would maintain sufficient liquidity headroom even before modelling the mitigating effect of
actions that management would take in the event that these downside risks were to crystallise. Details of the bank facility
and its covenants are shown in note 25c.
d)Use of estimates and judgements
The preparation of the consolidated financial statements in conformity with IFRS requires management to make judgements,
estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities,
income and expenses. Actual results may differ from these estimates.
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 any future periods affected. Critical judgements and areas where the use
of estimates is significant are disclosed in note 2v.
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Financials
Notes to the Financial Statements
Accounting Policies
1.Reporting entity
Bloomsbury Publishing Plc (the “Company”) is a company domiciled in the United Kingdom. The address of the Company’s
registered office can be found on page 240. The consolidated financial statements of the Company as at and for the year
ended 28 February 2023 comprise the Company and its subsidiaries (together referred to as the “Group”). The Group is
primarily involved in the publication of books and other related services.
2.Significant accounting policies
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies
have been consistently applied to all the periods presented unless otherwise stated.
a)Statement of compliance
The Group financial statements have been prepared and approved by the directors in accordance with UK-adopted
international accounting standards (“UK-adopted IFRS”) and the requirements of the Companies Act 2006.
b)Basis of preparation
The consolidated financial statements have been prepared on a going concern basis and under the historical cost
convention as modified by the revaluation of financial assets and liabilities at fair value.
c)Going concern
The Group’s business activities, together with the factors likely to affect its future development, performance and position
are set out in the Strategic Report on pages 15 to 111. The financial position of the Group, its cash flows and liquidity
position are described in the Financial Review on pages 44 to 49. In addition, note 25 to the financial statements includes
the Group’s objectives, policies and processes for managing its capital, its financial risk management objectives, details of its
financial instruments, and its exposures to credit risk and liquidity risk.
The Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence
at least 12 months from the date of approval of the financial statements, being the period of the detailed going concern
assessment reviewed by the Board, and therefore continue to adopt the going concern basis of accounting in preparing the
consolidated financial statements.
The Board has modelled a severe but plausible downside scenario. This assumes:
2.Significant accounting policies continued
e)Application of new and amended standards and interpretations
The following amendments and interpretations were introduced to accounting standards relevant to the Group during the
year ended 28 February 2023. The table below summarises the impact of these changes to the Group:
Accounting standardDescription of changeImpact on financial statements
Other standardsA number of other new standard and amendments to
standards and interpretations are effective for annual
periods beginning after 1 January 2022.
The standards and amendments have not had a
material impact on the Group. Additional disclosure has
been provided where relevant.
The Group has not early adopted the following new and revised accounting standards, interpretations or amendments
issued by the International Accounting Standards Board that are currently endorsed but not yet effective:
Accounting standardDescription of changeImpact on financial statements
Other standardsA number of other new standards and amendments to
standards and interpretations are effective for annual
periods beginning after 1 January 2023 and have not
been applied in preparing these financial statements.
The Group is currently assessing the impact of these
changes but they do not expect the application
of these standards and amendments will have a
material impact on the Group’s consolidated financial
statements.
f)Basis of consolidation
i.Business combinations
Business combinations are accounted for using the acquisition method as at the acquisition date, which is the date on which
control is transferred to the Group. Control is the power to govern the financial and operating policies of an entity so as to
obtain benefits from its activities.
The Group measures goodwill at the acquisition date as:
•The fair value of consideration transferred; plus
•The recognised amount of any non-controlling interest in the acquiree; less
•The net recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed.
Where the excess is negative, a bargain purchase gain is recognised immediately in the income statement.
Transaction costs, other than those associated with the issue of debt or equity securities, that the Group incurs in connection
with the business combination are expensed as incurred.
Any contingent consideration payable is measured and recognised at fair value at the acquisition date. Subsequent changes
to the fair value of contingent consideration are recognised in the income statement.
ii.Subsidiaries
The consolidated financial statements comprise the financial information of the Company and its subsidiaries.
Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to,
variable returns from its involvement with the entity and has the ability to affect those returns through its power over the
entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which
control commences until the date on which control ceases.
Accounting policies of subsidiaries are aligned with accounting policies adopted by the Group to ensure consistency.
All subsidiaries except Bloomsbury Publishing India Private Limited have a reporting period end of 28 February. Bloomsbury
Publishing India Private Limited has a reporting period end of 31 March, which aligns with the Indian Government’s financial
year. The Group financial statements includes the results for Bloomsbury Publishing India Private Limited for the period to
28 February.
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Notes to the Financial Statements
Accounting Policies continued
2.Significant accounting policies continued
iii.Loss of control
When the Group loses control over a subsidiary, it derecognises the assets and liabilities of the subsidiary, and any non-
controlling interests and the other components of equity. Any resulting gain or loss is recognised in profit or loss. Any
interest retained in the former subsidiary is measured at fair value when control is lost.
iv.Transactions eliminated on consolidation
Intra-Group balances and transactions, and any unrealised income and expenses arising from intra-Group transactions, are
eliminated. Unrealised gains arising from transactions with equity-accounted investees are eliminated against the investment
to the extent of the Group’s interest in the investee. Unrealised losses are eliminated in the same way as unrealised gains but
only to the extent that there is no evidence of impairment.
v.Joint ventures
Joint ventures are entities in which the Group holds an interest on a long-term basis and has rights to the net assets through
contractually agreed sharing of control. Investments in joint ventures are accounted for by the equity method and are initially
recognised at the fair value of consideration transferred.
The Group’s share of its joint venture’s post acquisition profit or losses is recognised in the income statement.
The Group’s share of its joint venture’s results is recognised as a component of operating profit as these operations form part
of the core publishing business of the Group and are an integral part of the existing wholly-owned business. The cumulative
post-acquisition profit or loss is adjusted against the carrying amount of the investment. When the Group’s share of losses
in a joint venture equals or exceeds its interest in the joint venture, the Group does not recognise further losses unless the
Group has incurred obligations or made payments on behalf of the joint venture.
g)Revenue
Revenue represents the fair value of consideration received from the provision of goods, services and rights falling within the
Group’s ordinary activities, after deduction of trade discounts, value added tax and anticipated returns.
Where the goods or services promised within a contract are distinct, they are identified as separate performance obligations
and are accounted for separately. Where contractual arrangements consist of two or more performance obligations, such as
access to multiple titles, the transaction price is allocated between the distinct performance obligations on the basis of their
relative stand-alone selling prices.
i.Print:
•Print sales: Revenue from the sale of printed books is recognised at the point in time when control passes. This is
generally at the point of shipment when title passes to the customer, when the Group has a present right to payment and
has satisfied the relevant performance obligations under the contract.
A provision for anticipated returns is made based primarily on historical return rates and customer trends in each territory.
If these do not reflect actual returns in future periods, then revenues could be understated or overstated for a particular
period. The provision for anticipated future sales returns is recognised in trade and other liabilities in the statement of
financial position. A returns asset is recognised in Finished Goods, Inventory for the Group’s right to recover products from
customers on settling the returns liability.
ii.Digital:
•Ebook sales: Revenue from ebook sales is recognised when content is delivered i.e. access has been given to the
customer.
•Subscription income: Revenue is generated from customers through the sale of digital materials to educational
establishments, libraries and professionals. Revenue for digital subscriptions is derived from the periodic subscription
or update of the product. Revenue is recognised on a straight-line basis over the period of subscription or if less the
expected useful economic life of the product, unless the product is downloadable or the goods or services are not
delivered in a consistent manner over time, in which case revenue is recognised based on the value received by the
customer.
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Financials
2. Significant accounting policies continued
iii. Rights and services
• Revenue from the licence of publishing and distribution rights, including film, paperback, electronic, overseas publishing
rights, and sponsorship, is recognised when the Group has provided the associated material and collectability is
probable.
• Management services contracts: Revenue is primarily generated from multi-year contractual arrangements related to
the delivery of online platform build, editorial and management services. Revenue is recognised over time based on
contractual milestones as the customer gains benefit from the assets created or services provided.
h) Foreign currencies
i. Functional and presentation currency
Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary
economic environment in which the entity operates (“the functional currency”). These consolidated financial statements are
presented in sterling as this is the most representative currency of the Group’s operations. All financial information presented
in sterling has been rounded to the nearest thousand except where otherwise stated.
ii. Transactions and balances
Transactions in currencies other than the functional currency are recorded in the functional currency at the rates of exchange
prevailing on the dates of the transactions. Assets and liabilities in foreign currencies are translated into sterling at closing
rates of exchange at the date of the statement of financial position.
Exchange differences are charged or credited to the income statement within administrative expenses.
iii. Group companies
The results and financial position of all the Group entities that have a functional currency different from the presentation
currency are translated into the presentation currency as follows:
• Assets and liabilities for each statement of financial position presented are translated at the closing rate at the date of
that statement of financial position;
• Income and expenses are translated at the average exchange rates over the period; and
• All resulting exchange differences are recognised in other comprehensive income and presented in the translation
reserve in equity. On disposal of a foreign entity these exchange differences are recycled to the income statement.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of
the foreign entity and translated at the closing rate. Exchange differences arising are recognised in other comprehensive
income.
i) Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
i. Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the
income statement because it excludes items of income or expense that are taxable or deductible in other periods and it
further excludes items that are never taxable or deductible. The Group’s liability for current tax is calculated using tax rates
that have been enacted or substantively enacted at the reporting date.
The Group recognises liabilities for anticipated tax issues based on estimates of the additional taxes that are likely to
become due, which require judgement. Amounts are accrued based on the Directors’ interpretation of specific tax law in the
relevant country and the likelihood of settlement. The Directors use in-house tax experts, professional firms and previous
experience when assessing tax risks. Where the final tax outcome of these matters is different from the amounts that
were initially recorded, such differences will impact the current tax and deferred tax provisions in the period in which such
determination is made.
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Notes to the Financial Statements
Accounting Policies continued
2.Significant accounting policies continued
ii.Deferred tax
Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the
consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax
liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all
deductible temporary differences to the extent that it is probable that taxable profit will be available against which those
deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary
difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and
liabilities in a transaction that affects neither the taxable profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries, except where
the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not
reverse in the foreseeable future. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced
to the extent that it is no longer probable that sufficient taxable profits will be generated to allow all or part of the asset to
be recovered.
Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is
settled based upon tax rates that have been enacted or substantively enacted by the end of the reporting period.
iii.Current and deferred tax for the year
Current and deferred tax is charged or credited in the income statement, except when it relates to items credited or charged
directly to other comprehensive income or equity, in which case the deferred tax is also recognised in other comprehensive
income or equity respectively.
j)Goodwill and other intangible assets
i.Goodwill
Goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of the business
(see note 2f)i) less accumulated impairment losses, if any.
For the purpose of impairment testing, goodwill is allocated to each of the Group’s cash-generating units (or groups of cash-
generating units) that is expected to benefit from the synergies of the combination.
A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently where
there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than its
carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit
and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss
for goodwill is recognised directly in profit or loss in the consolidated income statement. An impairment loss recognised for
goodwill is not reversed in subsequent periods.
On disposal of the relevant cash-generating unit, the attributable amount of goodwill is included in the determination of the
profit or loss on disposal.
ii.Other intangible assets
Other intangible assets that are acquired by the Group and have finite useful lives are measured at cost less accumulated
amortisation and accumulated impairment losses.
Except for goodwill and assets under construction, intangible assets are amortised on a straight-line basis in the income
statement over their expected useful lives by equal annual instalments at the following rates:
Publishing relationships – 5% to 21% per annum
Imprints – 3% to 14% per annum
Subscriber and customer relationships – 7% to 9% per annum
Trademarks – over the life of the trademark
Product and systems development –10% to 50% per annum
Assets under construction relate to the costs of developing a product, typically an online platform, which is yet to go live.
Amortisation methods, useful lives and residual values are reviewed at each reporting date and adjusted prospectively if
appropriate.
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Financials
2.Significant accounting policies continued
iii.Product and systems development
Costs that are directly associated with the purchase and implementation of systems, such as software products, are
recognised as intangible assets. Likewise, costs incurred in developing a product, typically an online platform, are
recognised as intangible assets.
Expenditure is only capitalised if costs can be measured reliably, the product is technically and commercially feasible, future
economic benefits are probable and the Group has sufficient resources to complete development and use the asset.
k)Property, plant and equipment
Property, plant and equipment are stated at cost less accumulated depreciation and any accumulated impairment loss.
Property, plant and equipment are depreciated in order to write down their cost less residual value using the straight-line
method over their expected useful lives at the following rates:
Short leasehold improvements – over the remaining life of the lease
Furniture and fittings – 10% per annum
Computers and other office equipment – 20% per annum
Motor vehicles – 25% per annum
Depreciation is prorated in the years of acquisition and disposal of an asset. The estimated useful lives, residual value and
depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted
for on a prospective basis.
An item of property, plant and equipment is derecognised on disposal or when no future economic benefits are expected to
arise from the continued use of the asset. The gain or loss arising on the disposal or retirement of an asset is determined as
the difference between the sales proceeds and the carrying amount of the asset and is recognised in the income statement.
l)
Leases
The Group assesses whether a contract contains a lease at the inception of the contract. A contract is, or contains a lease,
if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.
The Group recognises a right-of-use asset and a lease liability at the lease commencement date with respect to all lease
arrangements except for short-term leases (leases with a lease term of 12 months or less) and leases of low value assets. For
these leases, the lease payments are recognised as an operating expense on a straight-line basis over the term of the lease.
The right-of-use asset is initially measured at cost, comprising the initial amount of the lease liability plus any initial direct
costs incurred and an estimate of costs to restore the underlying asset, less any lease incentives received. The right-of-use
asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end
of the useful life of the asset or the end of the lease term. The Group applies IAS 36 to determine whether a right-of-use
asset is impaired. The lease liability is initially measured at the present value of the lease payments that are not paid at the
commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined,
the incremental borrowing rate. The lease liability is measured at amortised cost using the effective interest method. It is
remeasured when there is a change in future lease payments arising from a change in an index or a rate or a change in the
Group’s assessment of whether it will exercise an extension or termination option. When the lease liability is remeasured, a
corresponding adjustment is made to the right-of-use asset.
Management uses judgement to determine the lease term where extension and termination options are available within the
lease.
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Bloomsbury Publishing Plc
Notes to the Financial Statements
Accounting Policies continued
2.
Significant accounting policies continued
m)Impairment of tangible and intangible assets excluding goodwill
At the end of each reporting period the Group reviews the carrying amounts of its tangible and intangible assets to
determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists,
the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where the
asset does not generate cash flows that are independent from other assets, the Group estimates the recoverable amount of
the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated
future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments
and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying
amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised
immediately in the income statement.
n)Inventories
The cost of work in progress and finished goods represents the amounts invoiced to the Group for origination, paper,
printing and binding. Inventories are valued at the lower of cost and net realisable value. Cost is determined using the
weighted average cost method. Net realisable value represents the estimated selling price for inventories less all estimated
costs of completion and costs necessary to make the sale. Provisions are made for slow-moving and obsolete stock.
Areturns asset is recognised in Finished Goods, Inventory for the Group’s right to recover products from customers on
settling a returns liability.
o)Royalty advances to authors
Advances of royalties to authors are included within current trade and other receivables when the advance is paid less any
provision required to adjust the advance to its net realisable value. The royalty advance is expensed at the contracted royalty
rate as the related revenues are earned. A provision is made against gross advances (paid and payable) to the extent that
they are not expected to be fully earned from anticipated future sales of a title and subsidiary rights receivable.
p)Provisions
A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be
estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. When
a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present
value of those cash flows (when the effect of the time value of money is material).
q)Financial instruments
Financial assets and financial liabilities are recognised when the Group has become a party to the contractual provisions of
the instrument. The Group’s financial assets and liabilities are as below:
Trade receivables
Trade receivables and other receivables are measured on initial recognition at fair value, and are subsequently measured
at amortised cost using the effective interest rate method, less any impairment. Provisions for bad and doubtful debts are
based on the expected credit loss model. The “simplified approach” is used with the expected loss allowance measured at
an amount equal to the lifetime expected credit losses.
Cash and cash equivalents
Cash and cash equivalents in the statement of cash flows comprise cash in hand and at bank, other short-term deposits held
by the Group and overdrafts. Bank overdrafts are included in current liabilities in the statement of financial position.
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Annual Report and Accounts 2023
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Financials
2.Significant accounting policies continued
Financial liabilities and equity
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered
into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of
its liabilities.
Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.
Trade payables
Trade payables are not interest bearing and are initially recognised at fair value and subsequently at amortised cost using
the effective interest method.
r)Employee benefits
i.Defined contribution plans
Pension costs relating to defined contribution pension schemes are recognised in the income statement in the period for
which related services are rendered by the employee.
ii.Defined benefit plans
Until 1997, a subsidiary company operated a defined benefit pension scheme. The retirement obligation recognised in the
statement of financial position represents the net of the present value of the defined benefit obligation and the fair value of
plan assets at the statement of financial position date. The defined benefit obligation is calculated annually by independent
actuaries using the projected unit credit method.
Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or
credited to equity in other comprehensive income in the period in which they arise. Net interest is calculated by applying the
discount rate to the net defined benefit obligation and is presented as finance costs or finance income.
iii.Termination benefits
Termination benefits are recognised as an expense when the Group is demonstrably committed, without realistic possibility
of withdrawal, to a formal detailed plan either to terminate employment before the normal retirement date, or to provide
termination benefits as a result of an offer made to encourage voluntary redundancy.
iv.Share-based payment transactions
The Group issues equity-settled share-based payment instruments to certain employees. Equity-settled share-based
payment transactions are measured at fair value at the date of grant. The fair value determined at the grant date of equity-
settled share-based payments is charged to the income statement on a straight-line basis over the vesting period, based on
the Group’s estimate of the shares that will eventually vest.
Options granted under the Sharesave Plan are equity-settled. The fair values of such options have been calculated using the
Black-Scholes model based on publicly available market data.
Awards granted under the Group’s Performance Share Plan are equity-settled. For awards granted in 2019, 50% of any
award under the Plan is subject to a Return on Capital Employed performance condition and 50% Earnings Per Share.
Awards granted in 2020, 2021 and 2022 are subject to the following performance conditions; Earnings Per Share (60%), Non-
Consumer operating profit (15%), Consumer operating profit (15%) and BDR revenue (10%). The fair value of this element of
the awards is calculated using the Black-Scholes model. Where the awards are subject to a holding period, we have used the
Chaffe or Ghaidarov model to determine a discount for lack of marketability.
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Bloomsbury Publishing Plc
Notes to the Financial Statements
Accounting Policies continued
2.Significant accounting policies continued
s)Employee benefit trust
The Company operates an employee benefit trust and has de facto control of shares held by the trust and bears their
benefits and risks. The Group considers the trust to be substantially under its control and so consolidates the financial
information of the trust as stated in note 2f. The Group records the assets and liabilities of the trust as its own and shares
held by the trust are recorded at cost as a deduction from Shareholders’ equity. Finance costs and administrative expenses
are charged as they accrue.
t)Segmental reporting
Operating segments, which have not been aggregated, are reported in a manner that is consistent with the internal
reporting provided to the Chief Executive Officer (“CEO”), regarded as the Chief Operating Decision Maker.
The CEO views the Group primarily from a nature of business basis, reflecting the divisional performance of Consumer,
made up of Children’s Trade and Adult Trade, and Non-Consumer, made up of Academic & Professional and Special
Interest. Segment results that are reported to the CEO include items directly attributable to a segment as well as those that
can be allocated on a reasonable basis. Performance is evaluated based on operating profit contributions using the same
accounting policies as adopted for the Group’s financial statements.
u)Dividends
Final dividends are recognised as liabilities once they are appropriately authorised by the Company’s shareholders. Interim
dividends are recorded when paid.
v)Critical accounting estimates and judgements
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including
reasonable expectations of future events. The resultant estimates will, by definition, not necessarily equal the related actual
results and may require adjustment in subsequent accounting periods.
The estimates and assumptions that may cause a material adjustment to the carrying amount of assets and liabilities in the
next financial year are:
i.Book returns
The level of sales returns liability is set out in note 19.
Printed books are normally sold on a sale-or-return basis. The timing of returns of unsold books is uncertain. A provision is
made against sales for the expected future returns of books that have not occurred by the end of an accounting period. The
sales returns liability represents 7.7% of annual gross title sales (2022: 8.5%).
This is an estimate as it requires management to estimate the level of expected future returns. As books are returnable
by customers, the Group makes a provision against books sold in the accounting period which is then carried forward in
anticipation of book returns received subsequent to the period end. The provision is recorded by sub-division, and is based
on the estimated time lag following a sale before a return is made, based on the historic returns data. The provision is
calculated by reference to historical returns rates, customer trends and expected future returns.
If these estimates do not reflect actual returns in future periods then revenues could be understated or overstated for a
particular period. In note 19 we have disclosed the impact on revenue of a 10% increase or decrease in actual returns in
the year.
Stock code: BMY
Annual Report and Accounts 2023
189
Financials
2. Significant accounting policies continued
ii. Author advances
Trade and other receivables in the Group Statement of Financial Position, in note 18, include royalty advances (i.e. net
unearned advances to authors). A provision is made against gross advances (paid and payable) to the extent that they are
not expected to be fully earned from anticipated future sales of a title and subsidiary rights receivable.
This is an estimate as it requires management to estimate the future sales of a title. The Directors review all royalty advances
for triggers indicating that a provision may be required and additionally at the end of each financial year a review is carried
out on advances for all published titles where the initial publication date is 12 months or earlier from the reporting period
end date to assess if a provision is required.
If it is unlikely that royalties from future title sales and subsidiary rights will fully earn down the advance, a provision is made
in the income statement on a title-by-title basis, with regard to historical net sales, expected future net sales and taking
account of the lifecycle of a book, for the difference between the carrying value and the anticipated recoverable amount
from future earnings.
In note 4, we have disclosed the provision made against advances in the year.
iii. Impairment reviews
The carrying value of goodwill arising on the acquisition of companies (or groups of companies) by the Group is set out in
note 11. The carrying value of the Company’s Investment in subsidiary companies is set out in note 35.
This is an estimate as it requires an estimation of future cash flows relating to each CGU or investment. IFRS require
management to undertake an annual test for impairment of indefinite life assets and, for finite life assets, to test for
impairment if events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.
The Group currently undertakes an annual impairment test covering goodwill and other indefinite life assets and also
reviews finite life assets to consider whether a full impairment review is required. The Company tests the recoverability of
investments annually.
Intangible assets and investment recoverability is an area involving management judgement, requiring assessment as to
whether the carrying value of assets can be supported by the net present value of future cash flows derived from such assets
using cash flow projections which have been discounted at an appropriate rate. In calculating the net present value of the
future cash flows, certain assumptions are required to be made. Note 11 details the assumptions used and sensitivities
analysis performed on the value in use calculations for goodwill. The key assumptions used in the cash flow projections for
Investments are discount rates, long term growth rates, revenue growth rates and forecast operating profits.
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Bloomsbury Publishing Plc
Notes to the Financial Statements
Accounting Policies continued
3. Revenue and segmental analysis
The Group is comprised of two worldwide publishing divisions: Consumer and Non-Consumer, reflecting the core customers
for our different operations. The Consumer Division is further split out into two operating segments: Children’s Trade and
Adult Trade. Non-Consumer is split between two operating segments: Academic & Professional, and Special Interest.
Each reportable segment represents a cash-generating unit for the purpose of impairment testing. We have allocated
goodwill between reportable segments. These divisions are the basis on which the Group primarily reports its segment
information. Segments derive their revenue from book publishing, sale of publishing and distribution rights, management
For the year ended 28 February 2023 £36,000 (year ended 28 February 2022: £247,000) of termination benefits are included
in restructuring within highlighted items.
The average monthly number of employees during the year were:
Year ended
28 February
2023
Year ended
28 February
2022
Editorial, production and selling813680
Finance and administration166138
Total979818
Staff costs are charged to administrative expenses.
Two (2022: two) Directors were accruing benefits during the year under defined contribution pension arrangements.
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Bloomsbury Publishing Plc
Notes to the Financial Statements
5.Staff costs continued
Total emoluments for Directors was:
Year ended
28 February
2023
£’000
Year ended
28 February
2022
£’000
Short-term employee benefits1,8941,831
Post-employment benefits7792
Total1,9711,923
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
28 February
2023
£’000
Year ended
28 February
2022
£’000
Short-term employee benefits4,3874,068
Post-employment benefits170173
Share-based payment charge1,0201,150
Total5,5775,391
6.Finance income and finance costs
Notes
Year ended
28 February
2023
£’000
Year ended
28 February
2022
£’000
Finance income
Interest on bank deposits20330
Other interest receivable5062
Interest income on pension plan assets241713
Total270105
Finance costs
Interest on lease liabilities26390419
Interest cost on pension obligations241712
Interest on bank overdraft and loans–3
Other interest payable5152
Total458486
Stock code: BMY
Annual Report and Accounts 2023
197
Financials
7.Taxation
a)Tax charge for the year
Notes
Year ended
28 February
2023
£’000
Year ended
28 February
2022
£’000
Current taxation
UK corporation tax
Current year2,1003,243
Adjustment in respect of prior years108(89)
Overseas taxation
Current year5,0123,310
Adjustment in respect of prior years(1,231)(84)
5,9896,380
Deferred tax 16
UK
Origination and reversal of temporary differences(191)(926)
Adjustment in respect of prior years(3)317
Tax rate adjustment(65)144
Overseas
Origination and reversal of temporary differences(1,286)(819)
Adjustment in respect of prior years727195
(818)(1,089)
Total taxation expense
5,1715,291
b)Factors affecting tax charge for the year
The tax on the Group’s profit before tax differs from the standard rate of corporation tax in the United Kingdom of 19.00%
(2022: 19.00%). The reasons for this are explained below:
Year ended
28 February 2023
Year ended
28 February 2022
£’000%£’000%
Profit before taxation25,415100.022,181100.0
Profit on ordinary activities multiplied by the standard rate of corporation
tax in the UK of 19% (2022: 19.00%)4,82919.04,21419.0
Effects of:
Non-deductible revenue expenditure670.3160.1
Non-taxable income(323)(1.3)(383)(1.7)
Different rates of tax in foreign jurisdictions8653.49464.3
Tax losses1890.7(212)(1.0)
Movement in deferred tax rate(65)(0.3)1440.7
Adjustment to tax charge in respect of prior years
Current tax (1,123)(4.4)(173)(0.8)
Deferred tax7242.95122.3
Tax charge for the year before disallowable costs on highlighted items5,16320.35,06422.9
Highlighted items
Disallowable costs 8–2271.0
Tax charge for the year5,17120.35,29123.9
Different rates of tax in foreign jurisdictions is where we are paying tax at higher rates in the US and Australia as well as
paying state taxes in the US.
Tax losses relate to the recognition of previously unrecognised tax losses or losses in the year that have not been recognised
as deferred tax assets.
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Bloomsbury Publishing Plc
Notes to the Financial Statements
7.Taxation continued
Adjustments to prior periods primarily arise where an outcome is obtained on certain tax matters which differs from
expectations held when the related provision was made. Where the outcome is more favourable than the provision made,
the difference is released, lowering the current year tax charge. Where the outcome is less favourable than our provision, an
additional charge to current year tax will occur.
We are not aware of any significant unprovided exposures that are considered likely to materialise.
c)Factors affecting tax charge for future years
Factors which may affect the future tax charges includes changes in tax legislation, transfer pricing regulations and the level
and mix of profitability in different countries.
d)Tax effects of components of other comprehensive income
Before tax
2023
£’000
Tax charge
2023
£’000
After tax
2023
£’000
Before tax
2022
£’000
Tax charge
2022
£’000
After tax
2022
£’000
Exchange difference on translating foreign
operations7,464–7,4641,497–1,497
Remeasurements on the defined benefit
pension scheme–––(12)2(10)
Other comprehensive income 7,464–7,4641,48521,487
8.Dividends
Year ended
28 February
2023
£’000
Year ended
28 February
2022
£’000
Amounts paid in the year
Prior period 9.40p final dividend per share (2022: 7.58p)7,6046,141
Prior period special dividend per share for the year (2022: 9.78p)–7,923
Interim 1.41p dividend per share (2022: 1.34p)1,1481,093
Total dividend payments in the year8,75215,157
Amounts arising in respect of the year
Interim 1.41p dividend per share for the year (2022: 1.34p)1,1481,093
Proposed 10.34p final dividend per share for the year (2022: 9.40p)8,3977,671
Total dividend 11.75p per share for the year (2022: 10.74p)9,5458,764
The Directors are recommending a final dividend of 10.34 pence per share, which, subject to Shareholder approval at the
Annual General Meeting on 18 July 2023, will be paid on 25 August 2023 to Shareholders on the register at close of business
on 28 July 2023.
Stock code: BMY
Annual Report and Accounts 2023
199
Financials
9.Earnings per share
The basic earnings per share for the year ended 28 February 2023 is calculated using a weighted average number of
Ordinary shares in issue of 81,172,636 (2022: 81,532,620) after deducting shares held by the Employee Benefit Trust.
The diluted earnings per share is calculated by adjusting the weighted average number of Ordinary shares to take account
of all dilutive potential Ordinary shares, which are in respect of unexercised share options and the Performance Share Plan.
Year ended
28 February
2023
Number
Year ended
28 February
2022
Number
Weighted average shares in issue81,172,63681,532,620
Dilution1,336,8781,530,573
Diluted weighted average shares in issue82,509,51483,063,193
£’000£’000
Profit after tax attributable to owners of the Company20,24416,890
Basic earnings per share24.94p20.72p
Diluted earnings per share24.54p20.33p
£’000£’000
Adjusted profit attributable to owners of the Company25,21721,548
Adjusted basic earnings per share31.07p26.43p
Adjusted diluted earnings per share30.56p25.94p
Adjusted profit is derived as follows:
Year ended
28 February
2023
£’000
Year ended
28 February
2022
£’000
Profit before taxation25,41522,181
Amortisation of acquired intangible assets5,2262,835
Other highlighted items4571,715
Adjusted profit before tax31,09826,731
Tax expense 5,1715,291
Deferred tax movements on goodwill and acquired intangible assets631(207)
Tax expense on other highlighted items7999
Adjusted tax5,8815,183
Adjusted earnings25,21721,548
The Group includes the benefit of tax amortisation of intangible assets within adjusted tax as this benefit more accurately
aligns the adjusted tax charge with the expected cash tax payments.
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200
Bloomsbury Publishing Plc
Notes to the Financial Statements
10.Business combinations completed in prior periods
ABC - CLIO, LLC
On 15 December 2021 the Group acquired the members’ interest of ABC – CLIO, LLC (“ABC-CLIO”). The consideration, is
£16.7 million, of which £16.6 million was satisfied in cash at completion, with £0.1 million payable in cash post completion,
subject to working capital and other considerations.
ABC-CLIO is an established academic publisher of reference, nonfiction, online curriculum and professional development
materials in both print and digital formats for schools, academic libraries and public libraries, primarily in the USA. This
acquisition further strengthens Bloomsbury Digital Resources and significantly accelerates Bloomsbury’s academic
publishing in North America, growing international revenues. ABC-CLIO will operate within Bloomsbury’s Academic &
Professional division.
As disclosed in last year’s Annual Report, the value of identifiable net assets of ABC-CLIO had only been determined on a
provisional basis due to working capital adjustments not having been finalised at that time. These have now been finalised
and it has not led to any changes in the fair values of assets acquired.
The table below summarises the fair values to the Group included in the consolidated financial statements of the major
categories of assets and liabilities of ABC-CLIO at the date of acquisition.
Net assets acquired
Fair value to
the Group
£’000
Assets
Other intangible assets16,572
Property, plant and equipment284
Right-of-use assets357
Deferred tax assets962
Total non-current assets18,175
Inventories552
Trade and other receivables3,354
Cash and cash equivalents342
Total current assets4,248
Total assets22,423
Liabilities
Lease liabilities184
Total non-current liabilities184
Trade and other liabilities7,564
Lease liabilities173
Current tax liabilities254
Total current liabilities7,991
Total liabilities8.175
Identifiable net assets14,248
Goodwill2,497
Total16,745
Identifiable intangible assets of £16,572,000 consist of publishing rights, imprints and product development. The publishing
rights have a useful life of 6-7 years, imprints have a useful life of 7 years and product development have a useful life of
10 years. The goodwill arising of £2,497,000 is attributable to the expected profitability of the acquired business and the
synergies expected to arise after the acquisition.
The gross contractual trade and other receivables at acquisition is £3,445,000 of which, as at the acquisition date, £91,000 is
the best estimate of the contractual cash flows that are not expected to be collected.
Stock code: BMY
Annual Report and Accounts 2023
201
Financials
28 February
2023
£’000
28 February
2022
£’000
Cost
At start of year52,17248,947
Acquisitions–3,076
Exchange differences750149
At end of year 52,92252,172
Impairment
At start of year4,2624,259
Exchange differences43
At end of year4,2664,262
Net book value
At end of year48,65647,910
At start of year47,91044,688
Goodwill is not amortised, but instead is subject to annual impairment reviews. Any impairment losses are recognised
immediately in the income statement.
Management has aligned the monitoring of goodwill to how it reviews the performance of the business. Goodwill is
monitored by management at the publishing division level. The following is a summary of goodwill allocation for each
publishing division:
28 February
2023
£’000
28 February
2022
£’000
Children’s Trade1,9731,767
Adult Trade3,0702,819
Academic & Professional38,66038,371
Special Interest4,9534,953
Total48,65647,910
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202
Bloomsbury Publishing Plc
Notes to the Financial Statements
10.
Business combinations completed in prior periods continued
Transaction costs of £630,000 have been expensed in the prior year within administrative expenses.
From 16 December 2021, revenue of £2.2 million and profit attributable to owners of the Company of £0.4 million have been
included in the consolidated income statement for the period ended 28 February 2022 in relation to ABC-CLIO.
If the acquisition had occurred on 1 March 2021 the revenue and profit attributable to the Group for the year ended
28February 2022 would have been £10.9 million and £1.3 million higher respectively. These pro forma amounts do not
include any possible synergies from the acquisition. The pro forma information is provided for comparative purposes only
and does not necessarily reflect the actual results that would have occurred, nor is it necessarily indicative of future results of
operations of the combined companies.
11.Goodwill
11.
Goodwill continued
Impairment testing
The recoverable amount of the Group’s goodwill has been considered with regard to value-in-use calculations. These
calculations use the pre-tax future cash flow projections of each cash-generating unit (“CGU”) based on the Board’s
approved budgets for the year ended 29February2024 and the Board-approved five-year plan. The calculations include
a terminal value based on the projections for the final year of the five-year plan with a long-term growth rate assumption
applied.
The key assumptions for calculating value in use are:
Discount ratesCAGR – RevenueLong-term growth
2023
%
2022
%
2023
%
2022
%
2023
%
2022
%
Children’s Trade11.211.65.42.22.02.0
Adult Trade11.511.77.09.92.02.0
Academic & Professional11.011.25.39.92.02.0
Special Interest12.012.53.96.22.02.0
Di
scount rates
The discount rates applied to the cash flows are calculated using a pre-tax rate based on the weighted average cost of
capital for the Group. This is adjusted for risks specific to the market in which the CGU operates.
Revenue growth rates
Growth rates have been calculated based on those applied to the Board-approved budget for the year ended
29February2024 and five-year plan. They incorporate future expectations of growth in backlist revenues and strategic plan
for each publishing division.
The five-year forecasts are extrapolated to perpetuity on the basis that the relevant CGUs are long-established business
units. The long-term growth rates are blended rates formed from the territory-specific long-term growth rates.
Gross margins
Gross margins have been based on historic performance and expected changes to the sales mix in future periods.
Sensitivity
Management has performed sensitivity analysis based on the key assumptions for calculating the value in use. The discount
rate has been increased by 2.0% and the long term growth rate has been decreased from 2.0% to 0.0%. In addition,
management has applied severe but plausible downside scenario in accordance with the going concern review as set out on
page 181. This assumes:
•Print revenues are reduced by 20% during 2023/2024, with recovery during 2024/2025;
•Digital revenues are reduced by 20% during 2023/2024, with recovery during 2024/2025;
Under these circumstances, management has not identified any reasonably possible changes to key assumptions that would
cause the carrying value of goodwill of the CGUs to exceed its recoverable amount.
Stock code: BMY
Annual Report and Accounts 2023
203
Financials
12. Other intangible assets
Publishing
rights
£’000
Imprints
£’000
Subscriber
and
customer
relationships
£’000
Trademarks
£’000
Systems
development
£’000
Product
development
£’000
Assets
under
construction
£’000
Total
£’000
Cost
At 28 February 202119,2248,0904,3912699,67316,72031958,686
Acquisitions¹12,3735,499–––1,668–19,540
Additions
2
3,418––287172,4724427,077
Transfers–––––371(371)–
Disposals–––––(3,009)–(3,009)
Exchange differences2(23)1261228–37
At 28 February 202235,01713,5664,40330310,40218,25039082,331
Additions50583–411,0143,5285455,716
Transfers–––––22(22)–
Disposals–––(1)(9)(981)(98)(1,089)
Exchange differences1,481451351635338–2,356
At 28 February 202337,00314,1004,43835911,44221,15781589,314
Amortisation
At 28 February 202112,1952,6973,672537,00411,728–37,349
Disposals–––––(2,944)–(2,944)
Charge for the year1,907635293181,0253,627–7,505
Exchange differences52–711226–98
At 28 February 202214,1543,3323,972728,04112,437–42,008
Disposals––––(6)(976)–(982)
Charge for the year3,7111,190158231,1023,503–9,687
Exchange differences1791323–34109–358
At 28 February 202318,0444,5354,153959,17115,073–51,071
Net book value
At 28 February 202318,9599,5652852642,2716,08481538,243
At 28 February 202220,86310,2344312312,3615,81339040,323
1. The acquisitions relate to the Head of Zeus Limited and ABC-CLIO, LLC business combinations.
2. The addition of £2,846,000 Publishing Rights relates to the acquisition of assets of Red Globe Press on 1 June 2021. The addition of £572,000 Publishing
Rights relates to the acquisition of assets of Contemporary Arts Media Pty. Ltd on 23 September 2021.
13. Investments
28 February
2023
£’000
28 February
2022
£’000
Joint venture-45
Total-45
The amounts recognised in the Income Statement are as follows:
28 February
2023
£’000
28 February
2022
£’000
Equity securities impairment-–
Joint venture(228)(117)
Total(228)(117)
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204
Bloomsbury Publishing Plc
Notes to the Financial Statements
14. Property, plant and equipment
Short
leasehold
improvements
£’000
Furniture
and fittings
£’000
Computers
and other
office
equipment
£’000
Motor
vehicles
£’000
Total
£’000
At 28 February 20212,9229983,153317,104
Acquisitions44105187–336
Additions19197428–644
Exchange differences51525146
At 28 February 20222,9901,3153,793328,130
Additions3117659745849
Disposals(2)(78)(72)(33)(185)
Exchange differences2461113–198
At 28 February 20233,0431,4744,431448,992
Depreciation
At 28 February 20211,9298982,414175,258
Charge for the year12954329–512
Exchange differences41621–41
At 28 February 20222,0629682,764175,811
Charge for the year1477741124659
Disposals(1)(78)(60)(33)(172)
Exchange differences18501221191
At 28 February 20232,2261,0173,23796,489
Net book value
At 28 February 20238174571,194352,503
At 28 February 20229283471,029152,319
The depreciation charge is included in administrative expenses.
Stock code: BMY
Annual Report and Accounts 2023
205
Financials
15. Right-of-use assets
Property
£’000
Cars
£’000
Equipment
£’000
Total
£’000
At 28 February 202114,4931525314,698
Acquisitions580–52632
Additions21633116365
Exchange differences144–3147
At 28 February 202215,43318522415,842
Additions32639–365
Disposals–(84)(9)(93)
Exchange differences461–17478
At 28 February 202316,22014023216,592
Depreciation
At 28 February 20213,1579993,265
Charge for the year1,74154941,889
Exchange differences59–160
At 28 February 20224,9571531045,214
Charge for the year2,02430602,114
Disposals–(84)(9)(93)
Exchange differences221–10231
At 28 February 20237,202991657,466
Net book value
At 28 February 20239,01841679,126
At 28 February 202210,4763212010,628
The depreciation charge is included in administrative expenses.
16. Deferred tax assets and liabilities
a) Recognised deferred tax assets and liabilities
Deferred tax is calculated in full on temporary differences using the tax rate appropriate to the jurisdiction in which the asset
or liability arises and the tax rates that are expected to apply in the periods in which the asset or liability is settled.
Movement in temporary differences during the year:
Tax losses
£’000
Property,
plant and
equipment
£’000
Retirement
benefit
obligation
£’000
Share-based
payments
£’000
Intangible
assets
£’000
Other
£’000
Total
£’000
At 28 February 202132940939352(2,323)2,7121,518
Recognised on acquisition137(7)––(700)962392
Credit/(charge) to the
income statement820(283)6194(257)6091,089
Credit to other
comprehensive income––2–––2
Credit to equity–––408––408
Exchange differences1–––(18)8063
At 28 February 20221,28711947954(3,298)4,3633,472
(Charge)/credit to the
income statement(263)8229(90)631429818
Credit to equity–––81––81
Exchange differences3–––34405442
At 28 February 20231,02720176945(2,633)5,1974,813
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Bloomsbury Publishing Plc
Notes to the Financial Statements
16.Deferred tax assets and liabilities continued
Deferred tax assets in respect of losses are only recognised to the extent that it is anticipated they will be utilised in the
foreseeable future.
The Other deferred tax asset predominantly relates to temporary differences i.e. valuation adjustments and return and
inventory provisions held on the balance sheet recognised in the current tax calculation and tax return only when utilised.
This predominantly relates to the US and UK.
b)The analysis for financial reporting purposes is as follows:
28 February
2023
£’000
28 February
2022
£’000
Deferred tax assets7,9287,168
Deferred tax liabilities(3,115)(3,696)
Total4,8133,472
c)Unrecognised deferred tax assets
The Group had deferred tax assets not recognised in the financial statements as follows:
28 February
2023
£’000
28 February
2022
£’000
Trading losses1,3281,679
At 28 February 2023, the Group had unrecognised trading losses of £5.3 million (2022: £6.7 million). A deferred tax asset has
not been recognised in respect of these taxable losses. Due to the nature of these losses they cannot easily be offset against
future Group profits.
Deferred tax is not provided on unremitted earnings of subsidiaries where the Group controls the timing of remittance and it
is probable that the temporary difference will not reverse in the foreseeable future.
17.Inventories
28 February
2023
£’000
28 February
2022
£’000
Work in progress4,0425,604
Finished goods for resale39,32228,212
Total43,36433,816
The cost of inventories recognised as cost of sales amounted to £55,619,000 (2022: £49,017,000). In addition to this, the
provision and write-down of inventories to net realisable value recognised in cost of sales amounted to £11,723,000
(2022: £10,192,000).
Stock code: BMY
Annual Report and Accounts 2023
207
Financials
18. Trade and other receivables
28 February
2023
£’000
28 February
2022
£’000
Non-current
Accrued income934923
Current
Gross trade receivables72,54968,764
Less: loss allowance(3,334)(3,551)
Net trade receivables69,21565,213
Income tax recoverable2,3321,392
Other receivables2,4972,431
Prepayments2,6532,672
Accrued income6,5794,494
Royalty advances29,54328,677
Total current trade and other receivables112,819104,879
Total trade and other receivables113,753105,802
Non-current receivables relate to accrued income on long-term rights deals.
A provision is held against gross advances payable in respect of published title advances which may not be fully earned
down by anticipated future sales. As at 28 February 2023, £7,745,000 (2022: £7,145,000) of royalty advances relate to titles
expected to be published in more than 12 months’ time.
Other receivables principally comprises VAT recoverable.
Trade receivables principally comprise amounts receivable from the sale of books due from distributors. The majority of
trade debtors are secured by credit insurance and in certain territories by third-party distributors.
The Directors consider that the carrying amount of trade and other receivables approximates to their fair values. The Group’s
exposure to credit and currency risks is disclosed in note 25. The average number of days’ credit taken for sales of books by
the Group was 96 days (2022: 103 days).
A loss allowance is made with reference to specific debts, past default experience, trading history and the current economic
environment. Movements on the Group loss allowance for trade receivables are as follows:
28 February
2023
£’000
28 February
2022
£’000
At start of year3,5513,230
Acquired–128
Amounts created9081,134
Amounts utilised(423)(459)
Amounts released(733)(488)
Exchange differences316
At end of year3,3343,551
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208
Bloomsbury Publishing Plc
Notes to the Financial Statements
19. Trade and other liabilities
28 February
2023
£’000
28 February
2022
£’000
Current
Trade payables35,01630,245
Sales returns liability14,92115,292
Taxation and social security1,7282,018
Other payables6,0964,901
Accruals44,05941,496
Deferred income9,8009,076
Total current trade and other liabilities111,620103,028
Total trade and other liabilities111,620103,028
Trade payables are non-interest bearing and are normally settled on terms of between 30 and 90 days.
If actual returns were 10% higher or lower in the year revenue would have been £1.8 million lower/higher (2022: £1.5 million
lower/higher).
Other payables principally comprises sub rights payable to authors.
20. Loans and borrowings
Reconciliation of movements of liabilities to cash flows arising from financing activities:
LiabilityEquity
Lease liability
£’000
Bank
overdrafts
used for cash
management
purposes
£’000
Share
capital/ share
premium
£’000
Other
reserves
£’000
Retained
earnings
£’000
Total
£’000
Balance at 28 February 202212,226–48,33916,892103,738181,195
Changes from financing cash flows
Equity dividend paid––––(8,752)(8,752)
Purchase of shares by the Employee
Benefit Trust–––(1,669)–(1,669)
Proceeds from exercise of share options–––2,539(2,273)266
Repayment of lease liabilities(2,226)––––(2,226)
Interest paid(390)––––(390)
Total changes from financing cash flows(2,616)––870(11,025)(12,771)
Other changes
Liability-related
Right-of-use asset additions365––––365
Foreign exchange movements287––––287
Interest expense390––––390
Total liability-related other changes1,042––––1,042
Total equity-related other changes–––8,69920,32529,024
Balance at 28 February 202310,652–48,33926,461113,038198,490
Stock code: BMY
Annual Report and Accounts 2023
209
Financials
20. Loans and borrowings continued
LiabilityEquity
Lease liability
£’000
Bank
overdrafts
used for cash
management
purposes
£’000
Share
capital/ share
premium
£’000
Other
reserves
£’000
Retained
earnings
£’000
Total
£’000
Balance at 28 February 202112,943–48,33916,253103,657181,192
Changes from financing cash flows
Equity dividend paid––––(15,157)(15,157)
Purchase of shares by the Employee
Benefit Trust–––(4,489)–(4,489)
Proceeds from exercise of share options–––2,084(2,050)34
Repayment of borrowings–(1,097)–––(1,097)
Repayment of lease liabilities(1,862)––––(1,862)
Interest paid(419)(55)–––(474)
Total changes from financing cash flows(2,281)(1,152)–(2,405)(17,207)(23,045)
Other changes
Liability-related
Borrowings recognised on acquisition–1,097–––1,097
Right-of-use asset additions1,024––––1,024
Foreign exchange movements121––––121
Interest expense41955–––474
Total liability-related other changes1,5641,152–––2,716
Total equity-related other changes–––3,04417,28820,332
Balance at 28 February 202212,226–48,33916,892103,738181,195
21. Provisions
Author
advances
£’000
Property
£’000
Total
£’000
At 28 February 2022565320885
Created in the year28436320
Released in the year(12)–(12)
Utilised in the year(153)–(153)
Exchange difference58–58
28 February 20237423561,098
Non-current–334334
Current74222764
The property provision includes amounts provided for dilapidations. The author advance provision is a provision against
future cash outflows on published titles where the Group does not expect to fully recover the advance.
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210
Bloomsbury Publishing Plc
Notes to the Financial Statements
22. Share capital and other reserves
Share capital
28 February
2023
£’000
28 February
2022
£’000
Authorised:
108,811,522 Ordinary shares of 1.25p each (2022: 108,811,552 Ordinary shares of 1.25p each)1,3601,360
Allotted, called up and fully paid:
81,608,672 Ordinary shares of 1.25p each (2022: 81,608,672 Ordinary shares of 1.25p each)1,0201,020
The Company has one class of Ordinary share that carries equal voting rights and no contractual right to receive payment.
No shares are held by the Company as Treasury shares. Directors and other employees of the Group have been granted
options to purchase 2,039,536 (2022: 2,162,194) Ordinary shares with an aggregate nominal value of £25,494 (2022: £27,027)
(see note 23).
Share premium
This reserve records the amount above nominal value received for shares sold less transaction costs.
Translation reserve
The translation reserve comprises all foreign currency differences arising from the translation of the financial information of
foreign operations.
Merger reserve
The merger reserve comprises the amount that would otherwise arise in share premium relating to specific share issue,
wherein more than 90% of the shares in a subsidiary are acquired and the consideration includes the issue of new shares by
the Company, thereby attracting merger relief under the Companies Act 2006.
Capital redemption reserve
The capital redemption reserve arose on the purchase by the Company of its own shares and comprises the amount by
which the distributable profits were reduced on these transactions.
Share-based payment reserve
The share-based payment reserve comprises cumulative amounts charged in respect of employee share-based payment
arrangements.
Own shares held by the Employee Benefit Trust
The Employee Benefit Trust (“EBT”) is an independent discretionary trust established to acquire issued shares of the
Company to satisfy any of the share-based incentive schemes (see note 23) and plans of the Company. All employees of the
Group are potential beneficiaries of the EBT. The results and net assets of the EBT are included in the consolidated financial
statements of the Group.
The market value of the 400,626 shares of the Company held at 28 February 2023 (2022: 710,293) in the EBT was £1,678,623
(2022: £2,890,893). While the trustee has power to subscribe for Ordinary shares and to acquire Ordinary shares in the
market or from Treasury, it is not permitted to hold more than 5% of the issued share capital without prior approval of the
Shareholders.
As at the date of signing this Annual Report, the Trust held 391,014 Ordinary shares of 1.25 pence being approximately 0.5%
of the issued Ordinary share capital.
Retained earnings
The retained earnings reserve comprises profit for the year attributable to owners of the Company and other items
recognised directly through equity as presented on the consolidated statement of changes in equity.
Stock code: BMY
Annual Report and Accounts 2023
211
Financials
23. Share-based payments
Options over shares of the ultimate parent undertaking, Bloomsbury Publishing Plc, have been granted to employees of the
Group under various schemes.
The total share-based payment charge to the income statement for the year was as follows:
28 February
2023
£’000
28 February
2022
£’000
Equity-settled share-based transactions1,2351,547
Cash-settled share-based transactions366507
Total1,6012,054
National Insurance contributions are payable by the Company in respect of some of the share-based payment transactions.
These contributions are payable on the date of exercise based on the intrinsic value of the share-based payments and are
therefore treated as cash-settled awards. The Group had an accrual for National Insurance at 28 February 2023 of £563,000
(2022: £483,000), of which none related to vested options. The weighted average share price at the date of exercise for share
options exercised during the period was 427 pence.
a) The Bloomsbury Performance Share Plan (“the PSP”)
The Group operates the PSP for Directors and senior employees. Awards under the scheme are granted as conditional share
awards. The number of Ordinary shares comprised in an award is calculated using a share value equal to the closing middle-
market price on the dealing day before the award date.
The vesting period is three years and for awards granted during the year ended February 2020, 50% of the level of vesting
is subject to the achievement of Earnings Per Share (“EPS”). The other 50% is subject to a Return on Capital Employed
(“ROCE”) performance condition. For awards granted during the year ended February 2021, February 2022 and February
2023 the award is subject to the following performance conditions; EPS (60%), Non-Consumer operating profit (15%),
Consumer operating profit (15%) and BDR revenue (10%). For details of the performance conditions see the Directors’
Remuneration Report on pages 143 to 168. Awards are not exercisable after the vesting date and awards that vest on the
vesting date are automatically exercised. Except in certain circumstances awards lapse if the employee leaves the Group.
Year ended
28 February
2023
Number
Year ended
28 February
2022
Number
Outstanding at start of year1,536,0941,572,390
Granted during the year360,738489,116
Exercised during the year(505,622)(525,412)
Lapsed during the year––
Outstanding at end of year1,391,2101,536,094
Exercisable at end of year636,981505,622
Year ended
28 February
2023
Year ended
28 February
2022
Range of exercise price of outstanding awards (pence)––
Weighted average remaining contracted life (months)1517
Expense recognised for the year (£’000)1,4161,906
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212
Bloomsbury Publishing Plc
Notes to the Financial Statements
23. Share-based payments continued
The share awards granted in the year to 28 February 2023 have been measured based on the share price at the date of grant
as they are only subject to non-market conditions. The inputs were:
All
Share price418 pence
Exercise price–
Expected term3 years
Expected volatility47.32%
Risk-free interest rate1.86%
Fair value charge per award314 – 418 pence
This award is subject to the following performance conditions; EPS (60%), Non-Consumer operating profit (15%), Consumer
operating profit (15%) and BDR revenue (10%).
The awards for Executive Directors only will be subject to clawback provisions and to a two-year post-vesting holding period.
b) The Bloomsbury Sharesave Plan 2014
The Group operates an HM Revenue and Customs approved savings-related share option scheme under which employees
are granted options to purchase Ordinary shares in the Company in three years’ time, dependent upon their entering into a
contract to make monthly contributions to a savings account over the period of the savings term. The Sharesave Plan is open
to all UK employees.
Share
options
2023
Number
Weighted
average
exercise price
2023
Pence
Share
options
2022
Number
Weighted
average
exercise price
2022
Pence
Outstanding at start of year626,100276530,303174
Granted during the year173,439314170,772280
Exercised during the year(145,283)184(21,173)161
Lapsed during the year(6,010)314(53,802)183
Outstanding at end of year648,326236626,100276
Exercisable at end of year25,7111851,310137
20232022
Range of exercise price of outstanding options (pence)169-314137–280
Weighted average remaining contracted life (months)1518
Expense recognised for the year (£’000)185148
24. Retirement benefit obligations
Pension costs
The pension costs charged to the income statement of £2,304,000 (2022: £1,773,000) relate to the Group’s defined
contribution and defined benefit pension arrangements.
Defined contribution plans
The Group operates defined contribution retirement benefit plans for all qualifying employees.
The total cost charged to the income statement of £2,304,000 (2022: £1,759,000) represents contributions payable to
these schemes by the Group at rates specified in the rules of the schemes. At 28 February 2023, there were £nil prepaid
contributions (28 February 2022: £nil). At 28 February 2023, there were £324,000 outstanding contributions (28 February 2022:
£262,000).
Stock code: BMY
Annual Report and Accounts 2023
213
Financials
24. Retirement benefit obligations continued
Defined benefit plan
A subsidiary company operates a defined benefit scheme for some staff which is accounted for in accordance with IAS 19.
Accrual of benefits ceased in 1997, with the scheme now operated as a closed fund. There is no obligation in respect of
medical costs. The scheme is actuarially valued every three years. The last full actuarial valuation was carried out as at 28
February 2021 by a qualified independent actuary.
Contributions paid to the scheme during the year were £nil (2022: £41,000). As the scheme has an excess of assets compared
to the scheme liabilities the Directors’ best estimate of the contributions to be paid by the Group to the plan for the
period commencing 1 March 2023 in respect of the deficit repair contributions is £nil. The Group will also pay contributions
equal to the expense amount incurred over the period, which is estimated to be £13,000. In addition, PPF levies and other
administration expenses are payable by the Group as and when due. At 28 February 2023, there were £nil prepaid or
outstanding contributions (28 February 2022: £nil).
As the scheme has an excess of assets compared to scheme liabilities at the current year end, the Group has sought legal
advice on the application of the asset ceiling and concluded that adjustments are required for this scheme. As a result, IFRIC
14 applies and an asset ceiling adjustment has been recognised.
The financial assumptions used by the actuary for the update were as follows:
For the year ended 28 February 2023, the following subsidiary companies were entitled to exemption from audit under
section 479A of the Companies Act 2006:
Subsidiary nameCompany number
Bloomsbury Information Limited06409758
Bloomsbury Professional Limited05233465
The Continuum International Publishing Group Limited03833148
A & C Black Publishers Limited00189153
Christopher Helm (Publishers) Limited01953639
Oxford International Publishers Limited t/a Berg Publishers03143617
John Wisden and Company Limited00135590
Hart Publishing Limited03307205
Osprey Publishing Limited03471853
Shire Publications Limited00868867
British Wildlife Publishing Limited06810049
Bloomsbury Book Publishing Company Limited
I.B. Tauris & Co. Limited
03830397
01761687
Head of Zeus Limited07769235
Oberon Books Limited02082142
The Group’s joint venture undertakings at 28 February 2023 are:
Country of
incorporation
Proportion
of equity
capital held
Nature of business
during the year
Registered
office
Joint venture undertakings held directly by Bloomsbury Publishing Plc:
Beijing CYP & Gakken Education Development Co., LtdChina50%Publishing1.
1. Floor 5, B Block, No. 1132, HuihHe South Street, Banbidian Village, Gaobeidian Township, Chaoyang District,
Beijing, PRC.
Stock code: BMY
Annual Report and Accounts 2023
223
Financials
Notes
28 February
2023
£’000
28 February
2022
£’000
Assets
Intangible assets327,6497,468
Property, plant and equipment331,8581,837
Right-of-use assets347,1568,053
Investments in subsidiary companies35105,402105,402
Other investments36–45
Deferred tax assets371,4151,141
Total non-current assets123,480123,946
Inventories3812,19010,433
Trade and other receivables3976,18075,154
Cash and cash equivalents17,19517,114
Total current assets105,565102,701
Total assets229,045226,647
Liabilities
Provisions42288252
Lease liabilities467,3268,071
Total non-current liabilities7,6148,323
Trade and other liabilities40113,647107,769
Provisions4215055
Lease liabilities461,0211,207
Current tax liabilities––
Total current liabilities114,818109,031
Total liabilities122,432117,354
Net assets106,613109,293
Equity
Share capital431,0201,020
Share premium4347,31947,319
Other reserves4312,55211,317
Retained earnings4345,72249,637
Total equity attributable to owners of the Company106,613109,293
The Company’s profit for the year was £4,490,000 (2022: £6,890,000). The accompanying notes form part of these financial
statements.
The Company financial statements were approved by the Board of Directors and authorised for issue on 30 May 2023.
J N Newton
Director
P Scott-Bayfield
Director
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224
Bloomsbury Publishing Plc
Company Statement of Financial Position
As at 28 February 2023
Company Number 1984336
Share
capital
£’000
Share
premium
£’000
Merger
reserve
£’000
Capital
redemption
reserve
£’000
Share–
based
payment
reserve
£’000
Retained
earnings
£’000
Total
£’000
At 28 February 20211,02047,3191,803227,94557,462115,571
Profit for the year and total
comprehensive income for the year –––––6,8906,890
Transactions with owners
Dividends to equity holders of the
Company–––––(15,157)(15,157)
Share options exercised–––––3434
Deferred tax on share-based payment
transactions–––––408408
Share-based payment transactions ––––1,547–1,547
Total transactions with owners of the
Company––––1,547(14,715)(13,168)
At 28 February 20221,02047,3191,803229,49249,637109,293
Profit for the year and total
comprehensive income for the year –––––4,4904,490
Transactions with owners
Dividends to equity holders of the
Company–––––(8,752)(8,752)
Share options exercised–––––266266
Deferred tax on share-based payment
transactions–––––8181
Share-based payment transactions ––––1,235–1,235
Total transactions with owners of the
Company––––1,235(8,405)(7,170)
At 28 February 20231,02047,3191,8032210,72745,722106,613
The accompanying notes form part of these financial statements.
Stock code: BMY
Annual Report and Accounts 2023
225
Financials
Company Statement of Changes in Equity
For the year ended 28 February 2023
Notes
Year ended
28 February
2023
£’000
Year ended
28 February
2022
£’000
Cash flows from operating activities
Profit for the year4,4906,890
Adjustments for:
Depreciation of property, plant and equipment33465372
Depreciation of right-of-use assets 341,0021,012
Amortisation of intangible assets322,2381,792
Loss on disposal on property, plant and equipment12–
Finance income(131)(86)
Finance costs744718
Share of loss of joint venture36228117
Share-based payment charges692874
Tax expense9861,607
10,72613,296
Increase in inventories(1,654)(2,679)
Increase in trade and other receivables(8)(2,904)
Increase in trade and other liabilities7,2552,744
Cash generated from operations16,31910,457
Income taxes paid(3,260)(3,269)
Net cash generated from operating activities13,0597,188
Cash flows from investing activities
Purchase of property, plant and equipment(499)(555)
Purchase of business–(6,619)
Purchase of rights to assets(633)(3,650)
Purchase of share in a joint venture(183)–
Purchase of intangible assets(1,920)(1,210)
Interest received475
Net cash used in investing activities(3,188)(12,029)
Cash flows from financing activities
Equity dividends paid41(8,752)(15,157)
Proceeds from exercise of share options4126634
Repayment of lease liabilities41(1,036)(922)
Lease liabilities interest paid41(268)(287)
Other interest paid41–(42)
Net cash used in financing activities41(9,790)(16,374)
Net increase/(decrease) in cash and cash equivalents81(21,215)
Cash and cash equivalents at beginning of year17,11438,329
Cash and cash equivalents at end of year17,19517,114
The accompanying notes form part of these financial statements.
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226
Bloomsbury Publishing Plc
Company Statement of Cash Flows
For the year ended 28 February 2023
30. Reporting entity
Bloomsbury Publishing Plc (the “Company”) is a company domiciled in the United Kingdom. The address of the Company’s
registered office can be found on page 240. The Company is primarily involved in the publication of books and other related
services.
31. Significant accounting policies
a) Basis of preparation
The Company financial statements have been prepared and approved by the Directors in accordance with UK-adopted
international accounting standards (“UK-adopted IFRS”) and the requirements of the Companies Act 2006. The financial
statements have been prepared under the historical cost convention modified by the revaluation of financial assets and
liabilities at fair value.
The financial statements have been prepared on the going concern basis as the Directors have a reasonable expectation
that the Company has adequate resources to continue in operational existence at least until May 2024, being the period of
the detailed going concern assessment reviewed by the Board.
The Company accounting policies are consistent with the Group policies set out in note 2 to the consolidated financial
statements. Key additional policies are stated below.
b) Parent Company result
The Company has taken advantage of the exemption available under section 408 of the Companies Act 2006 not to present
the Company income statement or statement of comprehensive income. The Company’s profit for the year was £4,490,000
(2022: £6,890,000).
c) Use of estimates and judgements
The preparation of the Company financial statements requires management to make judgements, estimates and
assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and
expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised
in the year in which the estimate is revised and in any future years affected. Critical judgements and areas where the use of
estimates is significant are disclosed in note 2v for the Group and are applicable to the Company.
d) Application of new and amended standards and interpretations
The following amendments and interpretations were introduced to accounting standards relevant to the Company during
the year ended 28 February 2023. The table below summarises the impact of these changes to the Company:
Accounting standardDescription of changeImpact on financial statements
Other standardsA number of other new standard and amendments to
standards and interpretations are effective for annual
periods beginning after 1 January 2022
The standards and amendments have not had a
material impact on the Group. Additional disclosure has
been provided where relevant.
The Company has not early adopted the following new and revised accounting standards, interpretations or amendments
issued by the International Accounting Standards Board that are currently endorsed but not yet effective:
Accounting standardDescription of changeImpact on financial statements
Other standardsA number of other new standards and amendments to
standards and interpretations are effective for annual
periods beginning after 1 January 2023 and have not
been applied in preparing these financial statements.
The Group is currently assessing the impact of these
changes but they do not expect the application
of these standards and amendments will have a
material impact on the Group’s consolidated financial
statements.
Stock code: BMY
Annual Report and Accounts 2023
227
Financials
Notes to the Company Financial Statements
Accounting Policies
31. Significant accounting policies continued
e) Investment in subsidiaries
Investments in subsidiaries are recorded at cost less accumulated impairment in the statement of financial position.
Investments are reviewed at each reporting date to assess whether there are any indicators of impairment. Any impairment
losses are recognised in the income statement in the year they occur.
f) Employee benefit trust
The Company operates an employee benefit trust. In accordance with the Trust Deed, the Trustees of the EBT have
the power to exercise all voting rights in relation to any investment (including shares) held within that trust. The Trust is
accounted for as a separate entity and therefore is only accounted for in the consolidated financial statements and not
included in the Company financial statements.
g) Share-based payments
The Company issues equity-settled share-based payment instruments to certain employees of the Group. Equity-settled
share-based payment transactions are measured at fair value at the date of grant. The fair value determined at the grant
date of equity-settled share-based payments is charged to the income statement on a straight-line basis over the vesting
period, based on the Group’s estimate of the shares that will eventually vest.
Options granted under the Sharesave Plan are equity-settled. The fair values of such options have been calculated using the
Black-Scholes model based on publicly available market data.
Awards granted under the Group’s Performance Share Plan are equity-settled. For awards granted in 2019, 50% of any
award under the Plan is subject to a Return on Capital Employed performance condition and 50% Earnings Per Share.
Awards granted in 2020, 2021 and 2022 are subject to the following performance conditions; Earnings Per Share (60%),
Non-Consumer operating profit (15%), Consumer operating profit (15%) and BDR revenue (10%). The fair value of this
element of the awards is calculated using the Black-Scholes model. Where the awards are subject to a holding period,
wehave used the Chaffe or Ghaidarov model to determine a discount for lack of marketability.
The Company recharges a share of the share-based payment charge to subsidiaries. This recharge is made via
intercompanytransactions.
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228
Bloomsbury Publishing Plc
Notes to the Company Financial Statements
32. Intangible assets
Publishing
rights
£’000
Imprint
£’000
Trademarks
£’000
Systems
development
£’000
Product
development
£’000
Assets under
construction
£’000
Total
£’000
Cost
At 28 February 20212,204––10,216––12,420
Transfers––115(867)763(11)–
Additions
1
3,418–28707489254,667
At 28 February 20225,622–14310,0561,2521417,087
Additions41583411,0057491262,419
Disposals––––(77)–(77)
At 28 February 20236,0378318411,0611,92414019,429
Amortisation
At 28 February 2021772––7,055––7,827
Transfers––31(358)327––
Charge for the year494–181,018262–1,792
At 28 February 20221,266–497,715589–9,619
Disposals––––(77)–(77)
Charge for the year682–231,096437–2,238
At 28 February 20231,948–728,811949–11,780
Net book value
At 28 February 20234,089831122,2509751407,649
At 28 February 20224,356–942,341663147,468
1. The addition of £2,846,000 Publishing Rights and £39,000 Product Development relates to the acquisition of assets of Red Globe Press on 1 June 2021. The
addition of £572,000 Publishing Rights relates to the acquisition of assets of Contemporary Arts Media Pty. Ltd on 23 September 2021.
33. Property, plant and equipment
Short
leasehold
improvements
£’000
Furniture
and fittings
£’000
Computers
and other
office
equipment
£’000
Total
£’000
Cost
At 28 February 20212,7425382,2575,537
Additions16197342555
At 28 February 20222,7587352,5996,092
Additions21173305499
Disposals–(59)(36)(95)
At 28 February 20232,7798492,8686,496
Depreciation
At 28 February 20211,7824541,6473,883
Charge for the year10844220372
At 28 February 20221,8904981,8674,255
Charge for the year10857300465
Disposals–(59)(23)(82)
At 28 February 20231,9984962,1444,638
Net book value
At 28 February 20237813537241,858
At 28 February 20228682377321,837
The depreciation charge of £465,000 (2022: £372,000) was included in administrative expenses.
Stock code: BMY
Annual Report and Accounts 2023
229
Financials
34. Right-of-use assets
Property
£’000
Cars
£’000
Equipment
£’000
Total
£’000
At 28 February 202110,7651524410,961
Additions–32–32
At 28 February 202210,7651844410,993
Additions6639–105
Disposals–(84)–(84)
At 28 February 202310,8311394411,014
Depreciation
At 28 February 20211,8279921,928
Charge for the year94454141,012
At 28 February 20222,771153162,940
Charge for the year95929141,002
Disposals–(84)–(84)
At 28 February 20233,73098303,858
Net book value
At 28 February 20237,10141147,156
At 28 February 20227,99431288,053
35. Investment in subsidiary companies
£’000
Cost
At 28 February 2022 and 28 February 2023118,148
Impairment
At 28 February 2022 and 28 February 202312,746
Net book value
At 28 February 2022 and 28 February 2023105,402
Information on subsidiary companies is disclosed in note 29.
36. Other investments
28 February
2023
£’000
28 February
2022
£’000
Joint venture–45
Total–45
The amounts recognised in the Income Statement are as follows:
Year ended
28 February
2023
£’000
Year ended
28 February
2022
£’000
Joint venture loss(228)(117)
Total(228)(117)
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230
Bloomsbury Publishing Plc
Notes to the Company Financial Statements
37. Deferred tax assets and liabilities
Deferred tax is calculated in full on temporary differences using the tax rate appropriate to the jurisdiction in which the asset
or liability arises and the tax rates that are expected to apply in the periods in which the asset or liability is settled.
Movement in temporary differences during the year:
Property,
plant
and
equipment
£’000
Retirement
benefit
obligation
£’000
Share–based
payments
£’000
Provisions
£’000
Total
£’000
At 28 February 2021(34)37352419774
(Charge)/credit to the income statement(210)10194(35)(41)
Credit to equity––408–408
At 28 February 2022(244)479543841,141
Credit/(charge) to the income statement19429(90)60193
Credit to equity––81–81
At 28 February 2023(50)769454441,415
The analysis for financial reporting purposes is as follows:
28 February
2023
£’000
28 February
2022
£’000
Deferred tax assets1,4151,141
Deferred tax liabilities––
Total1,4151,141
Deferred tax is not provided on unremitted earnings of subsidiaries where the Company controls the timing of remittance
and it is probable that the temporary difference will not reverse in the foreseeable future.
38. Inventories
28 February
2023
£’000
28 February
2022
£’000
Work in progress8061,667
Finished goods for resale11,3848,766
Total12,19010,433
The cost of inventories recognised as cost of sales amounted to £25,944,000 (2022: £25,781,000).
The provision and write down of inventories to net realisable value recognised in cost of sales amounted to £4,199,000
(2022: £3,827,000).
Stock code: BMY
Annual Report and Accounts 2023
231
Financials
39. Trade and other receivables
28 February
2023
£’000
28 February
2022
£’000
Current
Gross trade receivables39,15341,180
Less: loss allowance(1,871)(2,428)
Net trade receivables37,28238,752
Amounts owed by Group undertakings13,44513,217
Income tax recoverable1,4641,070
Other receivables3,3864,388
Prepayments1,5541,588
Accrued income3,2522,158
Royalty advances15,79713,981
Total trade and other receivables76,18075,154
A provision is held against gross advances payable in respect of published title advances, which may not be fully earned
down by anticipated future sales. As at 28 February 2023, £3,488,000 (2022: £3,578,000) of royalty advances relate to titles
expected to be published in more than 12 months’ time.
Other receivables principally comprises VAT recoverable.
The Directors consider that the carrying amount of trade and other receivables approximates to their fair values. The
Company’s exposure to credit and currency risks is disclosed in note 45. Trade receivables principally comprise amounts
receivable from the sale of books due from distributors. The average number of days’ credit taken for sales of books by the
Company was 149 days (2022: 152 days).
Movements on the Company’s loss allowance for trade receivables are as follows:
28 February
2023
£’000
28 February
2022
£’000
At start of year2,4282,664
Amounts created420391
Amounts released(590)(223)
Amounts utilised(387)(404)
At end of year1,8712,428
40. Trade and other liabilities
28 February
2023
£’000
28 February
2022
£’000
Current
Trade payables9,7146,034
Sales returns liability4,9065,189
Amounts owed to Group undertakings73,13170,073
Taxation and social security1,4211,715
Other payables3,0052,189
Accruals and deferred income21,47022,569
Total current trade and other liabilities113,647107,769
Total trade and other liabilities113,647107,769
Trade payables principally comprise amounts outstanding for trade purchases and ongoing costs. Other payables principally
comprises sub rights payable to authors.
If actual returns were 10% higher or lower in the year revenue would have been £0.7 million lower/higher (2022: £0.4 million).
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232
Bloomsbury Publishing Plc
Notes to the Company Financial Statements
41. Loans and borrowings
Reconciliation of movements of liabilities to cash flows arising from financing activities:
LiabilityEquity
Lease liability
£’000
Bank
overdrafts
used for cash
management
purposes
£’000
Share
capital/share
premium
£’000
Other
reserves
£’000s
Retained
earnings
£’000
Total
£’000
Balance at 28 February 20229,278–48,33911,31749,637118,571
Changes from financing cash flows
Equity dividends paid––––(8,752)(8,752)
Proceeds from exercise of share options––––266266
Repayment of lease liability(1,036)––––(1,036)
Interest paid(268)––––(268)
Total changes from financing cash flows(1,304)–––(8,486)(9,790)
Other changes
Liability-related
Right-of-use asset additions105––––105
Interest expense268––––268
Total liability-related other changes373––––373
Total equity-related other changes–––1,2354,5715,806
Balance at 28 February 20238,347–48,33912,55245,722114,960
LiabilityEquity
Lease liability
£’000
Bank
overdrafts
used for cash
management
purposes
£’000
Share
capital/share
premium
£’000
Other
reserves
£’000s
Retained
earnings
£’000
Total
£’000
Balance at 28 February 202110,168–48,3399,77057,462125,739
Changes from financing cash flows
Equity dividends paid––––(15,157)(15,157)
Proceeds from exercise of share options––––3434
Repayment of lease liability(922)––––(922)
Interest paid(287)(42)–––(329)
Total changes from financing cash flows(1,209)(42)––(15,123)(16,374)
Other changes
Liability-related
Right-of-use asset additions32––––32
Interest expense28742–––329
Total liability-related other changes31942–––361
Total equity-related other changes–––1,5477,2988,845
Balance at 28 February 20229,278–48,33911,31749,637118,571
Stock code: BMY
Annual Report and Accounts 2023
233
Financials
42. Provisions
Author
advance
£’000
Property
£’000
Total
£’000
At 28 February 202255252307
Created in the year11536151
Utilised in the year(20)–(20)
At 28 February 2023150288438
Non-current–288288
Current150–150
The property provision is in respect of dilapidations for the Bedford Square head office. The author advance provision is a
provision against future cash outflows on published titles where the Group does not expect to fully recover the advance.
43. Share capital and other reserves
For details of share capital, share premium, merger reserve, capital redemption reserve, share-based payment reserve and
retained earnings see note 22 and the Company statement of changes in equity attributable to the owners of the Company.
For details of the Company profit for the year see note 31b.
For details of dividends see note 8.
As at 28 February 2023, the Company had distributable reserves of £45.7 million. The total external dividends relating to the
year ended 28 February 2023 amounted to £9.5 million.
44. Share-based payments
Options over shares of the Company have been granted to employees of the Company and Group under various schemes.
The full share-based payment disclosures can be found in note 23.
The total share-based payment charge to the income statement for the year was:
28 February
2023
£’000
28 February
2022
£’000
Equity-settled share-based transactions1,2351,547
Cash-settled share-based transactions366507
Total1,6012,054
£909,000 (2022: £1,180,000) of this amount was recharged to subsidiaries of the Company.
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234
Bloomsbury Publishing Plc
Notes to the Company Financial Statements
45. Financial instruments and risk management
Full disclosures relating to the Group’s financial risk management strategies and other financial assets and liabilities are
given in note 25 to the consolidated financial statements.
Categories of financial instruments
Notes
28 February
2023
£’000
28 February
2022
£’000
Investments available for sale
Joint venture36–45
Total investments available for sale36–45
Loans and receivables
Cash and cash equivalents 17,19517,114
Amounts owed by Group undertakings3913,44513,217
Trade receivables3937,28238,752
Accrued income393,2522,158
Total loans and receivables71,17471,241
Financial liabilities measured at amortised cost
Trade payables409,7146,034
Sales returns liability404,9065,189
Accruals20,57721,908
Other payables4,4263,904
Amounts owed to Group undertakings 4073,13170,073
Lease liabilities468,3479,278
Total financial liabilities measured at amortised cost121,101116,386
Net financial instruments(49,927)(45,100)
a) Market risk
i. Interest rate risk
Interest rate profile of financial assets:
28 February
2023
£’000
28 February
2022
£’000
Variable rate financial assets17,19517,114
Interest rate sensitivity analysis
The Company derived the following sensitivities to assess the impact of changes in interest rates, based on the effect of the
market volatility in the current climate and the previous 12 months. The analysis assumes all other variables remain constant.
28 February
2023
£’000
28 February
2022
£’000
Impact on profit and equity
1% increase in base rate of interest (2022: 1%)139225
0.5% decrease in base rate of interest (2022: 0.5%)(69)(112)
Stock code: BMY
Annual Report and Accounts 2023
235
Financials
45. Financial instruments and risk management continued
ii. Currency risk
The Company’s exposure to foreign currency risk was as follows based on notional amounts:
Loan and receivablesFinancial liabilities
28 February
2023
£’000
28 February
2022
£’000
28 February
2023
£’000
28 February
2022
£’000
GBP69,37468,509120,355115,640
USD6881,4767171
EURO 1,0501,217675675
AUD6239––
Total71,17471,241121,101116,386
Foreign currency sensitivity analysis
The Company derived the following sensitivities based on the outstanding foreign currency denominated financial assets
and liabilities at the year end.
The use of a 10% sensitivity rate has been determined based on the effect of the market volatility in exchange rates between
the current and previous year end, and represents management’s assessment of the reasonably possible change in foreign
exchange rates. A positive number below indicates an increase in profit or loss and equity.
28 February
2023
£’000
28 February
2022
£’000
Impact on profit or loss
10% weakening in US dollar against pound sterling (2022: 10%)(57)(128)
10% strengthening in US dollar against pound sterling (2022: 10%)57128
10% weakening in euro against pound sterling (2022: 10%)(34)(50)
10% strengthening in euro against pound sterling (2022: 10%)3450
10% weakening in AUS dollar against pound sterling (2022: 10%)(6)(4)
10% strengthening in AUS dollar against pound sterling (2022: 10%)64
b) Credit risk
The Company has a significant concentration of credit risk due to its use of third-party distributors. Credit limits for the final
customers are set by the distributors based on a combination of payment history and third-party credit references. Credit
limits are reviewed on a regular basis in conjunction with debt ageing and collection history. The distributors belong to
established international groups whose business includes a number of publishing interests and clients. The Company’s risk
is limited as significant amounts outstanding through the UK distributors are secured by credit insurance. The balances with
the distributors make up 93% (2022: 85%) of the gross trade receivable balance.
c) Liquidity risk
Currently, the Company has limited borrowing and has sufficient cash deposits to meet its debts as they fall due. The Board
has modelled a severe but plausible pessimistic downside scenario; see note 2c on going concern for further details. Under
this scenario the Company is expected to have sufficient liquidity for at least 12 months from the date of approval of the
financial statements.
The Company has an unsecured revolving credit facility with Lloyds Bank Plc. At 28 February 2023, the Group had £nil draw
down (2021: £nil) of this facility with £10.0 million of undrawn borrowing facilities (2022: £10.0 million) available.
The facility comprises a committed revolving credit facility of £10 million, and an uncommitted incremental term loan facility
of up to £6 million. The facilities are subject to two covenants, being a maximum net debt to EBITDA ratio of 2.5x and a
minimum interest cover covenant of 4x. The agreement is to October 2024.
www.bloomsbury.com
236
Bloomsbury Publishing Plc
Notes to the Company Financial Statements
46. Leases
The Company’s lease portfolio consists of office properties, cars and equipment.
The maturities of the Group’s lease liabilities are as follows:
28 February
2023
£’000
28 February
2022
£’000
Less than one year1,2791,262
One to five years4,9994,966
More than five years3,0674,054
Total undiscounted lease liabilities9,34510,282
Lease liabilities included in the Company Statement of Financial Position8,3479,278
Current1,0211,207
Non-current7,3268,071
47. Commitments and contingent liabilities
a) Capital commitments
28 February
2023
£’000
28 February
2022
£’000
Property, plant and equipment–159
Intangible assets485129
Total485288
b) Other commitments
The Company is committed to paying royalty advances in subsequent financial years. At 28 February 2023, this commitment
amounted to £15,073,000 (2022: £15,826,000).
c) Guarantees
The Company and certain of its subsidiaries have guarantees to Lloyds Bank Plc in place relating to the Group’s borrowing
facilities; see note 45c.
The Company has guaranteed the liabilities of certain of its UK subsidiaries, being those listed in note 29, to enable them to
take the audit exemption under section 479A of the Companies Act 2006.
48. Related parties
Trading transactions
During the year the Company entered into the following transactions and had the following balances with its subsidiaries:
28 February
2023
£’000
28 February
2022
£’000
Sale of goods to subsidiaries13,86415,050
Management recharges12,91310,564
Commission receivable from subsidiaries2–
Commission payable to subsidiaries2731
Finance income from subsidiaries8481
Finance costs to subsidiaries427389
Rights income from joint venture–3
Amounts owed by subsidiaries at year end13,44513,217
Amounts owed to subsidiaries at year end73,13170,073
All amounts outstanding are unsecured and will be settled in cash. £0.5 million provision has been made for doubtful debts
in respect of the amounts owed by subsidiaries (2022: £0.5 million).
Key management remuneration is disclosed in note 5.
Stock code: BMY
Annual Report and Accounts 2023
237
Financials
Five Year Financial Summary239
Company Information240
Legal Notice241
Notice of the Annual General Meeting242
Additional
Information
www.bloomsbury.com
Bloomsbury Publishing Plc
238
2019
£’000
2020
£’000
2021
£’000
2022
£’000
2023
£’000
Revenue162,679162,772185,136230,110264,102
Adjusted profit
†
14,37415,70419,15326,73131,098
Adjusted diluted EPS
‡
14.48p16.23p18.68p25.94p30.56p
Dividend per share
^
7.96p1.28p18.64p10.74p11.75p
Return on Capital Employed11.0%12.2%15.4%20.4%20.4%
Net assets143,738149,673168,249168,969187,838
Net cash*27,58031,34554,46641,22651,540
†
Adjusted profit is profit before taxation, amortisation of acquired intangible assets and other highlighted items.
‡
Adjusted diluted EPS is calculated from adjusted profit with tax on adjusted profit deducted. For the year ended 28 February 2020 and before adjusted
diluted EPS has been restated for the bonus issue of shares in 2021.
^
The dividend per share for the year ended 28 February 2021 includes a special dividend of 9.78 pence per share.
* Net cash is cash and cash equivalents net of the bank overdraft.
Stock code: BMY
Annual Report and Accounts 2023
239
Additional Information
Five Year Financial Summary
Chairman Sir Richard Lambert – Non-Executive Chairman
Executive Directors Nigel Newton – Founder and Chief Executive
Penny Scott-Bayfield – Group Finance Director
Independent Non-Executive DirectorsLeslie-Ann Reed – Senior Independent Director
Baroness Lola Young of Hornsey
John Bason
Company SecretaryMaya Abu-Deeb
Registered Office50 Bedford Square
London
WC1B 3DP
+44 (0) 20 7631 5600
Registered number01984336 (England and Wales)
AuditorCrowe U.K. LLP
55 Ludgate Hill
London
EC4M 7JW
BankerLloyds Bank
25 Gresham Street
London
EC2V 7HN
Stockbroker and Financial AdviserInvestec Investment Banking
30 Gresham Street
London
EC2V 7QP
RegistrarsLink Group
10th Floor
Central Square
29 Wellington Street
Leeds
LS1 4DL
www.bloomsbury.com
240
Bloomsbury Publishing Plc
Company Information
Certain information in this document has not been audited or otherwise independently verified and no representation
or warranty, express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy, completeness
or correctness of the information or opinions contained herein. None of the Company or any of its affiliates, advisors or
representatives shall have any liability whatsoever (in negligence or otherwise) for any loss whatsoever arising from any use
of this document, or its contents, or otherwise arising in connection with this document.
This document does not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase
any shares in the Company, nor shall it or any part of it or the fact of its distribution form the basis of, or be relied
on in connection with, any contract or commitment or investment decisions relating thereto, nor does it constitute a
recommendation regarding the shares of the Company.
Certain statements, statistics and projections in this document are or may be forward looking. By their nature, forward-
looking statements involve a number of risks, uncertainties or assumptions that may or may not occur and actual results
or events may differ materially from those expressed or implied by the forward-looking statements. Accordingly, no
assurance can be given that any particular expectation will be met and reliance should not be placed on any forward-
looking statement. Accordingly, forward-looking statements contained in this document regarding past trends or activities
should not be taken as representation that such trends or activities will continue in the future. You should not place undue
reliance on forward-looking statements, which are based on the knowledge and information available only at the date of this
document’s preparation. For a description of certain factors that may affect Bloomsbury’s business, financial performance or
results of operations, please refer to the principal risks included in this Annual Report and Accounts; see pages 103 to 111.
The Company does not undertake any obligation to update or keep current the information contained in this document,
including any forward-looking statements, or to correct any inaccuracies, which may become apparent and any opinions
expressed in it are subject to change without notice.
References in this report to other reports or materials, such as a website address, have been provided to direct the reader
to other sources of Bloomsbury information which may be of interest. Neither the content of Bloomsbury’s website nor any
website accessible by hyperlinks from Bloomsbury’s website nor any additional materials contained or accessible thereon,
are incorporated in, or form part of, this report.
Stock code: BMY
Annual Report and Accounts 2023
241
Additional Information
Legal Notice
To be held at the
Charlotte Street Hotel,
15–17 Charlotte Street,
London
W1T 1RJ
On Tuesday 18 July 2023 at 12.00 noon
To Bloomsbury Shareholders
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE
ATTENTION.
If you are in any doubt as to any aspect of the contents of this document or what action you should take, you are
recommended to seek your own financial advice immediately from your stockbroker, bank manager, solicitor, accountant,
fund manager or other appropriate independent financial advisor authorised under the Financial Services and Markets
Act 2000.
If you sell, or have sold or otherwise transferred, all of your shares in Bloomsbury Publishing Plc, please send this document
together with the accompanying documents as soon as possible to the purchaser or transferee or to the stockbroker, bank
or other agent through whom the sale or transfer was effected for delivery to the purchaser or the transferee.
www.bloomsbury.com
242
Bloomsbury Publishing Plc
Notice of the Annual General Meeting
30 May 2023
Dear Shareholder
Bloomsbury Publishing Plc – Annual General Meeting
I am pleased to inform you that this year’s Annual General Meeting (“AGM”) of Bloomsbury Publishing Plc (the “Company”)
will be held at the Charlotte Street Hotel, 15–17 Charlotte Street, London W1T 1RJ on Tuesday 18 July 2023 at 12.00 noon.
Information regarding the AGM, including the information required by Section 311A of the Companies Act 2006, is available
from www.bloomsbury-ir.co.uk.
AGM Arrangements
We are looking forward to welcoming Shareholders to our 2023 AGM. At the time of writing this letter, it is anticipated that
there will be no restrictions on social contact or the meeting format at the time of the AGM and, therefore, Shareholders,
proxies and corporate representatives will be able to attend and participate in the AGM. To minimise any public health risks
from public gatherings, we request that any Shareholders who intend to attend the AGM take all necessary precautions to
minimise the risk of transmission of COVID-19.
Communication of changes
Should the situation change such that it may become necessary to change the arrangements for this year’s AGM after the
date of this letter, the Company will provide any appropriate updates via the Regulatory News Service and its investor
relations website (www.bloomsbury-ir.co.uk).
Resolutions
This document provides details of the resolutions to be voted upon at the AGM and includes the formal notice convening
the AGM. Notes will also be found in the section entitled “Explanatory Notes to the Resolutions” relating to the resolutions
that Shareholders will be asked to consider and vote on at the AGM. Resolutions 1 to 13, and 17 and 18 will be proposed as
ordinary resolutions and resolutions 14 to 16, and 19 will be proposed as special resolutions.
If Shareholders have elected to receive information from the Company in hard copy, they will have received the Annual
Report and Accounts 2023 with this document. Shareholders who have not elected to receive hard-copy documents can
view or download the Annual Report and Accounts 2023 and this Notice from our website at www.bloomsbury-ir.co.uk.
Voting by Proxy
All votes are important to us. Shareholders are strongly encouraged to participate by submitting a proxy vote in advance of
the meeting and appointing the Chair of the Meeting if they are unable to attend the AGM in person. This will ensure that
their vote will be counted if, ultimately, they (or any other proxy that otherwise might be appointed) are not able to attend
the meeting in person. If a Shareholder appoints a person other than the Chair of the Meeting as their duly appointed proxy,
it is important to bear in mind that if restrictions on public gatherings are reintroduced, their proxy may not be permitted to
attend the AGM and, therefore, would not be able to vote their shares.
Stock code: BMY
Annual Report and Accounts 2023
243
Additional Information
Letter to Shareholders
Instructions can be found in the section entitled “Explanatory Notes to the Notice” to enable Shareholders to vote
electronically and how to register to do so. To register, Shareholders will need their Investor Code, which can be found on
their share certificate. Shareholders may request a paper form of proxy from our Registrar, Link Group. Proxy votes should be
submitted as early as possible and, in any event, by no later than 12.00 noon on Friday 14 July 2023 in order to count towards
the vote. Submission of a proxy vote will not preclude a Shareholder from attending and voting at the AGM in person.
Recommendation
The Directors consider that all the resolutions that are to be considered at the AGM are in the best interests of the Company
and its Shareholders as a whole and are most likely to promote the success of the Company for the benefit of Shareholders
as a whole. The Directors unanimously recommend that Shareholders vote in favour of all the proposed resolutions as they
intend to do so in respect of their own interests (both beneficial and non-beneficial).
Yours faithfully
Maya Abu-Deeb
General Counsel & Group Company Secretary
Bloomsbury Publishing Plc
30 May 2023
www.bloomsbury.com
244
Bloomsbury Publishing Plc
Letter to Shareholders
continued
NOTICE IS HEREBY GIVEN that the Annual General Meeting of Bloomsbury Publishing Plc (the “Company”) will be held
at the Charlotte Street Hotel, 15–17 Charlotte Street, London W1T 1RJ on Tuesday 18 July 2023 at 12.00 noon.
You will be asked to consider and vote on the resolutions below. Resolutions 1 to 13, and 17 and 18 will be proposed as
ordinary resolutions and resolutions 14 to 16 and 19 will be proposed as special resolutions.
Ordinary Business
Shareholders are asked to consider and, if thought fit, to pass the following resolutions as ordinary resolutions:
1. To receive the audited accounts of the Company for the year ended 28 February 2023, together with the Report of the
Directors and the report of the Auditor thereon.
2. To approve the Annual Statement by the Chair of the Remuneration Committee and the Annual Report on Directors’
Remuneration for the year ended 28 February 2023, as set out on pages 143 to 145 and 156 to 168, respectively, of the
Company’s Annual Report and Accounts for the year ended 28 February 2023.
3. To approve the Directors’ Remuneration Policy, as set out on pages 146 to 155 of the Company’s Annual Report and
Accounts for the year ended 28 February 2023.
4. To declare a final dividend for the year ended 28 February 2023 of 10.34 pence per Ordinary share.
5. To re-elect John Bason as a Director of the Company.
6. To re-elect Sir Richard Lambert as a Director of the Company.
7. To re-elect Nigel Newton as a Director of the Company.
8. To re-elect Leslie-Ann Reed as a Director of the Company.
9. To re-elect Penny Scott-Bayfield as a Director of the Company.
10. To re-elect Baroness Lola Young of Hornsey as a Director of the Company.
11. To re-appoint Crowe U.K. LLP as Auditor of the Company to hold office until the conclusion of the next Annual General
Meeting at which financial statements for the Company are laid before the Company.
12. To authorise the Directors to determine the remuneration of the Auditor on behalf of the Company.
Special Business
Shareholders are asked to consider and, if thought fit, to pass the following resolutions of which Resolution 13, 17 and 18 will
be proposed as ordinary resolutions and resolutions 14, 15, 16 and 19 will be proposed as special resolutions.
13. THAT:
a. the Directors be generally and unconditionally authorised pursuant to Section 551 of the Companies Act 2006 (the
“Act”) to exercise all the powers of the Company to allot any shares in the Company and to grant rights to subscribe
for or convert any security into shares in the Company to such persons and on such terms as they think proper up to a
maximum aggregate nominal amount of £340,002 provided that:
i. this authority shall expire at the conclusion of the next Annual General Meeting of the Company after the passing
of this resolution or, if earlier, 15 months from the date of the passing of this resolution, unless previously varied,
revoked or renewed by the Company in general meeting; and
ii. the Company shall be entitled to make, before the expiry of such authority, any offer or agreement which would,
or might, require shares to be allotted or rights to subscribe for, or convert, any security into shares in the
Company to be granted after the expiry of such authority and the Directors may allot any shares pursuant to such
offer or agreement as if such authority had not expired; and
iii. the Directors may impose any limits or restrictions and make any arrangements which they consider necessary
or appropriate to deal with treasury shares, fractional entitlements, record dates, legal, regulatory or practical
problems in, or under the laws of, any territory or any other matter; and
b. all prior authorities to allot any shares in the Company and to grant rights to subscribe for or convert any security into
shares in the Company given to the Directors by resolution of the Company be revoked but without prejudice to the
allotment of any shares already made or agreed to be made pursuant to such authorities.
Stock code: BMY
Annual Report and Accounts 2023
245
Additional Information
Notice of the Annual General Meeting
14. THAT: if Resolution 13 is passed, the Directors be authorised to allot equity securities (as defined in the Companies
Act 2006 (“the Act”)) for cash under the authority given by that resolution and/or to sell Ordinary shares held by the
Company as treasury shares for cash as if Section 561 of the Act did not apply to any such allotment or sale, such
authority to be limited:
a. to the allotment of equity securities in connection with a rights issue, open offer or other pre-emptive offer in favour
of holders of Ordinary shares in the Company where the equity securities respectively attributable to the interests
of all such holders of Ordinary shares are proportionate (as nearly as may be) to the respective numbers of and/or
rights attaching to Ordinary shares held by them, subject to such exceptions, exclusions or other arrangements as
the Directors may deem necessary or expedient to deal with fractional entitlements or legal or practical problems
under the laws of any territory or the requirements of any regulatory body or any stock exchange or otherwise in any
territory;
b. to the allotment of equity securities pursuant to the terms of the Company’s existing employees’ share or share
option schemes or any other employees’ share scheme approved by the Shareholders of the Company in general
meeting; and
c. to the allotment of equity securities or sale of treasury shares (otherwise than under paragraph a. and b. above) up to
a nominal value not exceeding in aggregate £102,010;
and shall expire at the conclusion of the next Annual General Meeting of the Company after passing this resolution
or, if earlier, 15 months from the date of the passing of this resolution, unless previously varied, revoked or renewed
by the Company in general meeting, and provided that the Company may, before such expiry, make any offer or
agreement which would, or might, require equity securities to be allotted or Ordinary shares held by the Company
as treasury shares to be sold after such expiry and the Directors may allot equity securities or sell treasury shares
pursuant to any such offer or agreement as if the power hereby conferred had not expired; and all prior powers
granted under Section 571 of the Act revoked, provided that such revocation shall not have retrospective effect.
15. THAT: if Resolution 13 is passed, the Directors be authorised, in addition to any authority granted under Resolution
14, to allot equity securities (as defined in the Companies Act 2006 (“the Act”) for cash under the authority given by
Resolution 13 and/or to sell Ordinary shares held by the Company as treasury shares for cash, as if Section 561 of the Act
did not apply to any such allotment or sale, such further authority to be:
a. limited to the allotment of equity securities or sale of treasury shares up to a nominal amount of £102,010; and
b. used only for the purposes of financing (or refinancing, if the authority is to be used within 12 months after the
original transaction) a transaction which the Directors determine to be an acquisition or other capital investment of a
kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the
Pre-Emption Group prior to the date of this Notice;
and shall expire at the conclusion of the next Annual General Meeting of the Company after passing this resolution
or, if earlier, 15 months from the date of passing of this resolution, unless previously varied, revoked or renewed by the
Company in general meeting, and provided that the Company may, before such expiry, make any offer or agreement
which would or might require equity securities to be allotted or Ordinary shares held by the Company as treasury shares
to be sold after such expiry and the Directors may allot equity securities or sell treasury shares pursuant to any such offer
or agreement as if the power hereby conferred had not expired; and all prior powers granted under Section 571 of the
Act revoked, provided that such revocation shall not have retrospective effect.
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Notice of the Annual General Meeting
continued
16. THAT: the Company be authorised, pursuant to Section 701 of the Companies Act 2006 (“the Act”), to make market
purchases (as defined in Section 693(4) of the Act) of any of its Ordinary shares of 1.25p each (“Ordinary shares”) in such
manner and on such terms as the Directors may from time to time determine provided that:
a. the maximum number of Ordinary shares authorised to be purchased is 8,160,867 Ordinary shares being 10% of the
issued Ordinary shares of the Company at the date of the notice of this resolution;
b. the maximum price (exclusive of expenses) which may be paid for each Ordinary share is an amount equal to 105%
of the average of the middle market quotations for an Ordinary share taken from the London Stock Exchange Daily
Official List for the five business days immediately preceding the date on which such share is contracted to be
purchased and the minimum price (exclusive of expenses) which may be paid for each Ordinary share is 1.25 pence;
c. the authority hereby conferred shall, unless previously varied, revoked or renewed, expire at the conclusion of the
next AGM of the Company to be held after passing this resolution or 15 months from the date of passing of this
resolution, whichever shall be the earlier; and
d. the Company shall be entitled under such authority to make at any time before its expiry or termination any contract
to purchase its own shares which will or might be concluded wholly or partly after the expiry or termination of such
authority and may purchase its own shares pursuant to such contract.
17. THAT:
a. the rules of the Bloomsbury Publishing Plc 2023 Executive Share Plan (the “2023 ESP”) in the form produced to
the meeting and initialled by the Chairman for the purposes of identification and the principal terms of which
are summarised in Appendix 1 to the circular containing the Company’s 2023 Notice of AGM, be and are hereby
approved and the Directors be and are generally authorised to do all acts and things that they consider necessary or
expedient to give effect to the 2023 ESP; and
b. the Directors be authorised to establish further plans based on 2023 ESP but modified to take account of local tax,
exchange control or securities laws in overseas territories provided that any shares made available under any other
such plans will count against any limits on individual or overall participation in the 2023 ESP.
18. THAT:
a. the rules of the Bloomsbury Publishing Plc 2023 Sharesave Plan (the “2023 Sharesave”) in the form produced to
the meeting and initialled by the Chairman for the purposes of identification and the principal terms of which
are summarised in Appendix 2 to the circular containing the Company’s 2023 Notice of AGM, be and are hereby
approved and the Directors be and are generally authorised to do all acts and things that they consider necessary or
expedient to give effect to the 2023 Sharesave; and
b. the Directors be authorised to establish further plans based on the 2023 Sharesave but modified to take account of
local tax, exchange control or securities laws in overseas territories provided that any shares made available under
any other such plans count against any limits on individual or overall participation in the 2023 Sharesave.
19. THAT article 67 of the Company’s Articles of Association be amended so that the maximum aggregate annual fees of the
Non-Executive Directors be set at £300,000.
By order of the Board
Maya Abu-Deeb
General Counsel & Group Company Secretary
Bloomsbury Publishing Plc
30 May 2023
Registered Office
50 Bedford Square
London
WC1B 3DP
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Additional Information
Resolutions 1 to 13, 17 and 18 are proposed as ordinary resolutions. This means that for each of those resolutions to be
passed, more than half of the votes cast must be in favour of the resolution.
Resolutions 14 to 16 and 19 are proposed as special resolutions. This means that for each of those resolutions to be passed,
at least three-quarters of the votes cast must be in favour of the resolution.
Resolution 1 (ordinary resolution) – Report and Accounts
To receive the report of the Directors and the financial statements for the year ended 28 February 2023, together with the
report of the Auditor.
Resolution 2 (ordinary resolution) – Approval of Annual Statement
by the Chair of the Remuneration Committee and Annual Report on
Directors’Remuneration
The Directors are required to prepare the Directors’ Remuneration Report, comprising an annual report detailing the
remuneration of the Directors and an annual statement by the Chair of the Remuneration Committee. These are set out
on pages 143 to 145 and 156 to 168 of the Annual Report and Accounts. The Company is required to seek Shareholders’
approval in respect of the contents of the Remuneration Report on an annual basis (excluding the part containing the
Directors’ Remuneration Policy) and of the annual statement. The vote for Resolution 2 is an advisory one.
Resolution 3 (ordinary resolution) – Approval of the Directors’
RemunerationPolicy
The Directors’ Remuneration Policy is set out on pages 146 to 155 of the Company’s Annual Report and Accounts for
the year ended 28 February 2023. The Policy must be approved by Shareholders by means of a separate resolution
(in accordance with Section 439A of the Companies Act 2006) at least once every three years. The current Policy was
approved by Shareholders at the AGM in 2020 and is therefore due for renewal. As part of the review of the Policy, the
Company consulted with a number of the Company’s largest Shareholders and where appropriate, their comments have
beenreflected.
Subject to Shareholders’ approval, it is intended that the new Policy will take effect from 1 March 2023 and will become
formally effective immediately after the AGM.
Resolution 4 (ordinary resolution) – Final Dividend
The Board proposes a final dividend of 10.34 pence per share for the year ended 28 February 2023. If approved, the
recommended final dividend will be paid on 25 August 2023 to all Shareholders on the register on the record date of
28July 2023. Payments will be made by cheque or BACS (where there is an existing dividend mandate). The final dividend
equates to an aggregate distribution to Shareholders of approximately £8.40 million, making approximately £9.51 million in
aggregate for the interim and final dividend together for the year ended 28 February 2023.
Resolutions 5 to 10 (ordinary resolutions) – Reappointment of Directors
In accordance with Provision 18 of the UK Corporate Governance Code and the Articles, all the Directors are subject
to annual re-election by Shareholders. The re-election of Directors, if approved, will take effect at the conclusion of the
meeting.
The Board has considered the appraisal of the performance of each Director offering themselves for re-election and has
concluded that each of them makes positive and effective contributions to the meetings of the Board and the Committees
on which they sit and that they demonstrate commitment to their roles.
The Board is satisfied that each Non-Executive Director offering themselves for re-election is independent in character and
there are no relationships or circumstances likely to affect their character or judgement.
Biographical details for each of the Directors may be found on pages 116 to 117 of the Annual Report and Accounts.
The Board unanimously recommends the re-election of each of the Directors.
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Explanatory Notes to the Resolutions
Resolution 11 (ordinary resolution) – Re-appointment of the Auditor
The Board, on the recommendation of the Audit Committee, recommends the re-appointment of Crowe U.K. LLP (“Crowe”)
as the Auditor of the Company until the conclusion of the next Annual General Meeting.
Resolution 12 (ordinary resolution) – Remuneration of the Auditor
The Board proposes that it be authorised to determine the level of the Auditor’s remuneration for the year ending
29February 2024.
Resolution 13 (ordinary resolution) – Authority to allot Ordinary shares
This is an ordinary resolution to replace the general authority, last given at the 2022 AGM, for the Directors to be authorised
to allot Ordinary shares pursuant to Section 551 of the Act. This resolution, if passed, would give the Directors the authority
to allot up to 27,200,170 Ordinary shares of 1.25 pence with a nominal value of £340,002, representing approximately 33.33%
of the issued Ordinary share capital of the Company at the date of this Notice.
This authority, if granted, will expire on the earlier of the conclusion of the Company’s next AGM and 15 months from the
date of passing this resolution. The Board has no present intention of exercising the authority granted by this resolution
save other than pursuant to employee share schemes. The Board intends to seek its renewal at subsequent AGMs of
theCompany.
As at the date of signing the Directors’ Remuneration Report for the 2023 Annual Report and Accounts, the Directors had
beneficial holdings of Ordinary shares in the Company which, in aggregate, amounted to approximately 1.89% of the
Ordinary shares in issue. The Directors have been granted awards under the Company’s share award schemes that, if they
were to fully vest, would entitle the Directors to further Ordinary shares which, in aggregate, would amount to approximately
a further 0.95% of the Ordinary shares in issue.
Resolutions 14 and 15 (special resolutions) – Disapplication of statutory
pre-emption provisions
If the Directors wish to allot new shares and other equity securities, or to sell treasury shares, for cash (other than in
connection with an employee share scheme), Company Law requires that these shares are offered first to Shareholders in
proportion to their existing shareholdings.
The Pre-Emption Group published a revised statement of principles for the disapplication of pre-emption rights (the
Principles) in November 2022. The Principles, amongst other things, support companies seeking authority to issue
non-preemptively for cash equity securities representing:
1. no more than 10% of issued ordinary share capital whether or not in connection with an acquisition or specified capital
investment (a general disapplication); and
2. no more than an additional 10% of issued ordinary share capital, provided that it is intended to be used only in
connection with the financing (or refinancing, if the authority is to be used within 12 months after the original transaction)
of an acquisition or specified capital investment which is announced contemporaneously with the allotment or which has
taken place in the preceding 12 month period and is disclosed in the announcement of the allotment.
Accordingly, the purpose of Resolution 14 is to authorise the Directors to allot new Ordinary shares pursuant to the allotment
authority given to them by Resolution 13, or to sell treasury shares, for cash (i) pursuant to the terms of the Company’s
employees’ share schemes; (ii) in connection with a pre-emptive offer or rights issue to Shareholders; or (iii) otherwise up to
a nominal value equivalent to 10% of the issued Ordinary share capital (exclusive of treasury shares) without the shares first
being offered to existing Shareholders in proportion to their existing shareholdings.
The Principles also support the annual disapplication of pre-emption rights in respect of allotments of shares and other
equity securities and sales of treasury shares for cash representing no more than an additional 10% of issued Ordinary share
capital (exclusive of treasury shares), to be used only in connection with an acquisition or specified capital investment in
respect of which sufficient information is made available to Shareholders to enable them to reach an assessment of the
potential return.
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Additional Information
Accordingly, and in line with the template resolutions published by the Pre-Emption Group under the Principles, the purpose
of Resolution 15 is to authorise the Directors to allot new shares and other equity securities pursuant to the allotment
authority given by Resolution 13, or sell treasury shares, for cash up to a further nominal amount equivalent to 10% of
the issued Ordinary share capital (exclusive of treasury shares) only in connection with an acquisition or specified capital
investment, which is announced contemporaneously with the allotment, or which has taken place in the preceding 12 month
period and is disclosed in the announcement of the issue. If the authority given in Resolution 15 is used, the Company will
publish details of the placing in its next annual report.
If Resolutions 14 and 15 are passed, the authority will expire on the earlier of the conclusion of the Company’s next AGM and
15 months from the date of passing the resolutions.
The Board considers the authorities in Resolutions 14 and 15 to be appropriate in order to allow the Company flexibility to
finance business opportunities or to conduct a pre-emptive offer or rights issue without the need to comply with the strict
requirements of the statutory pre-emption provisions. The Directors have no current intention to exercise the authorities
granted by Resolutions 14 and 15 other than pursuant to employee share schemes. The Company has not allotted Ordinary
shares or sold treasury shares for cash on a non-pre-emptive basis in the previous six years other than as follows: 247,393
shares allotted during August 2016 in connection with the acquisition of Berg Fashion Library; shares allotted under
employee share option schemes; the non-pre-emptive equity placing of 3,766,428 Ordinary shares in the capital of the
Company in April 2020; and the issue of 2,513,674 Ordinary shares by way of a bonus issue in August 2020.
Resolution 16 (special resolution) – Authority for the Company to purchase
Ordinary shares
This is a resolution to replace the general authority, last given at the 2022 AGM, for the Company to purchase its own
Ordinary shares and either to cancel them or to hold them as treasury shares. The Company would be authorised to make
market purchases of up to 8,160,867 Ordinary shares with a nominal value of £102,010, being equivalent to 10% of the issued
Ordinary share capital (excluding treasury shares) at the date of this Notice.
Treasury shares are not taken into account in calculations of earnings per share and may only be transferred pursuant to
an employee share scheme, cancelled or sold for cash. Shares would only be purchased if the Directors consider such
purchases are in the best interests of Shareholders, generally, and can be expected to result in an increase in earnings per
share. The authority will only be used after considering the prevailing market conditions, other investment opportunities,
appropriate gearing levels and the overall financial position of the Company. Any purchases would be market purchases
through the London Stock Exchange. The upper and lower limits on the price, which may be paid for those shares, are set
out in the resolution itself.
This authority would, if granted, expire on the earlier of the conclusion of the Company’s next AGM and 15 months from the
date of passing this resolution.
The Directors believe it is prudent to seek this general authority to be able to act if circumstances arise in which they
consider such purchases to be in the best interests of Shareholders generally. The Directors have no current intention to
exercise the authority granted by this resolution. The Company has not purchased its own Ordinary shares in the previous
five years and holds no shares in treasury as at the date of this Notice.
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Explanatory Notes to the Resolutions
continued
Resolution 17 (ordinary resolution) – Replacement of existing share
incentiveplan
This resolution seeks authority from Shareholders for the implementation of a replacement long-term incentive arrangement
currently intended to be used for the Company’s Executive Directors and senior management.
The proposed Bloomsbury Publishing Plc 2023 Executive Share Plan (the “2023 ESP”) would replace the Company’s existing
performance share plan (the Bloomsbury Performance Share Plan 2014 approved by the Shareholders on 22 July 2014 (“2014
PSP”)) which was otherwise due to expire in 2024.
The design of the 2023 ESP has been developed by the Remuneration Committee and, as with the 2014 PSP, will provide for
discretionary annual share-based awards in the case of senior employees ordinarily vesting three years from grant, subject
to continued service and to the extent to which objective performance criteria are met over a three-year measurement
period. Any shares block listed in connection with the 2014 Sharesave and 2014 PSP will be used in the operation of the 2023
Sharesave and 2023 ESP subject to the limits set out in the rules of the respective plans.
A summary of the principal terms of the 2023 ESP is set out in Appendix 1 to the Notice of Annual General Meeting. Details
of the performance conditions proposed for the first awards under the 2023 ESP to the Company’s Executive Directors, are
set out in the Director’s Remuneration Report.
Resolutions 18 (ordinary resolution) – Renewal of Sharesave plan
This resolution seeks authority from Shareholders to update the terms of the existing Bloomsbury Sharesave Plan 2014
approved by the Shareholders on 22 July 2014 (the “2014 Sharesave”) due to expire in 2024, to become the Bloomsbury
Publishing Plc 2023 Sharesave Plan (the “2023 Sharesave”).
Sharesave schemes are “all-employee” savings-related share option plans under which UK-based employees may sign up to
savings contracts to save, up to £500 per month over a three-year savings term. On the maturity of the contracts, participants
can elect to use their savings (and any interest) to exercise a linked discounted share option to acquire shares on HMRC tax-
favoured terms or ask for the return of the savings (and any interest).
Any shares block listed in connection with the 2014 Sharesave and 2014 PSP will be used in the operation of the 2023
Sharesave and 2023 ESP subject to the limits set out in the rules of the respective plans.
A summary of the principal terms of the 2023 Sharesave is set out in Appendix 2 to the Notice of Annual General Meeting.
The Remuneration Committee believes that the new and updated plans will result in strategically focused, equity-based,
long-term incentive arrangements that will improve the alignment of interests between employees and Shareholders.
Resolution 19 (special resolution) – Amendment of the Articles of Association
of Bloomsbury Publishing Plc
The Board is seeking Shareholder approval, in accordance with Article 67 of the Company’s Articles of Association, to
increase the limit of the aggregate fees for Non-Executive Directors (excluding the Chairman) to £300,000. The current limit
of £150,000 has been in place since 1994. The Board believes it is appropriate to recommend an increase in the limit to
reflect the growth of the Company over the last three decades, and to ensure there is sufficient flexibility and headroom to
retain talent and maintain Non-Executive Directors’ fees in line with market trends. The proposed new limit is at the lower
end of market practice for UK-listed companies of a similar size.
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Additional Information
The following notes explain your general rights as a Shareholder and your right to attend and vote at the AGM or to appoint
someone else to vote on your behalf.
1. Entitlement to attend and vote. Shareholders included on the register of members (in relation to Ordinary shares
held in CREST, pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001) at close of business on
Friday 14 July 2023 will be entitled to vote at the AGM in respect of the number of Ordinary shares registered in their
name at that time. Changes to the register of members after that time will be disregarded in determining the rights of
any person to attend or vote at the meeting.
2. Appointment of proxies. If a Shareholder meets the criteria set out in Note 1 above, they are entitled to attend and
vote or may appoint one or more proxies to attend, speak and vote on their behalf. A proxy need not be a Shareholder
of the Company. A Shareholder can only appoint a proxy using the procedures set out in these notes. If a Shareholder
wishes their proxy to speak on their behalf at the meeting, they will need to appoint their own choice of proxy (who is
not the Chair) and give instructions directly to the proxy. A Shareholder may appoint more than one proxy provided each
proxy is appointed to exercise rights attached to different shares. A Shareholder may not appoint more than one proxy
to exercise rights attached to any one share. A vote withheld is not a vote in law, which means that the vote will not be
counted in the calculation of votes for or against the resolution. If no voting indication is given, the Shareholder’s proxy
will vote or abstain from voting at their discretion. The Shareholder’s proxy will vote (or abstain from voting) as they think
fit in relation to any other matter which is put before the AGM.
Shareholders are recommended to vote their shares, electronically, at www.signalshares.com. On the home page,
search “Bloomsbury Publishing Plc” and then register or log in, using your Investor Code. To vote at the AGM, click on
the “Vote Online Now” button by not later than 12.00 noon on Friday 14 July 2023 (or 48 hours (excluding weekends
and public holidays) before the time appointed for any adjournment of it). Electronic votes and proxy votes should be
submitted as early as possible and, in any event, to be received by no later than 12.00 noon on Friday 14 July 2023. Any
power of attorney or other authority under which the proxy is submitted must be sent to the Company’s Registrar (Link
Group, PXS 1, Central Square, 29 Wellington Street, Leeds LS1 4DL) so as to have been received by the Company’s
Registrars by not later than 12.00 noon on Friday 14 July 2023 (or 48 hours (excluding weekends and public holidays)
before the time appointed for any adjournment of it).
You are entitled to request a hard-copy form of proxy directly from the Registrar, Link Group, whose contact details can
be found in Note 14. If a paper form of proxy is requested from the Company’s Registrar, it must be completed and
sent to the Company’s Registrar (Link Group, PXS 1, Central Square, 29 Wellington Street, Leeds LS1 4DL) so as to have
been received by the Company’s Registrars by not later than 12.00 noon on Friday 14 July 2023 (or 48 hours (excluding
weekends and public holidays) before the time appointed for any adjournment of it).
3. Appointment of proxies through CREST. CREST members who wish to appoint a proxy or proxies by utilising the
CREST electronic proxy appointment service may do so for the AGM and any adjournment(s) thereof by utilising the
procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those
CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service
provider(s), who will be able to take the appropriate action on their behalf.
In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a CREST
Proxy Instruction) must be properly authenticated in accordance with Euroclear UK & International Limited’s (“EUI”)
specifications and must contain the information required for such instructions, as described in the CREST Manual. The
message must be transmitted so as to be received by the issuer’s agent (ID - RA10) not later than 48 hours before the
time appointed for holding the AGM. For this purpose, the time of receipt will be taken to be the time (as determined by
the timestamp applied to the message by the CREST Applications Host) from which the issuer’s agent is able to retrieve
the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to
a proxy appointed through CREST should be communicated to the proxy by other means. For further information on
CREST procedures, limitations and systems timings, please refer to the CREST Manual. In all cases, for a proxy form to be
valid, the CREST Voting Service information must be received by the Company’s Registrar no later than 48 hours before
the time appointed for the holding of the AGM.
CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does
not make available special procedures in CREST for any particular messages. Normal system timings and limitations
will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member
concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a
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Explanatory Notes to the Notice
voting service provider(s), to procure that their CREST sponsor or voting service provider(s) take(s)) such action as shall
be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this
connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in
particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the
Uncertificated Securities Regulations 2001.
4. Appointment of proxy by joint members. In the case of joint holders, where more than one of the joint holders purports
to appoint a proxy, only the appointment submitted by the most senior holder will be accepted. Seniority is determined
by the order in which the names of the joint holders appear in the Company’s register of members in respect of the joint
holding (the first-named being the most senior).
5. Changing proxy instructions. To change your proxy instructions, simply submit a new proxy appointment using the
methods set out in Note 2. Note that the cut-off time for receipt of proxy appointments (see above) also applies
in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will
be disregarded. Where you have appointed a proxy using the hard-copy proxy form, and would like to change the
instructions using another hard-copy proxy form, please contact Link Group at PXS 1, Central Square, 29 Wellington
Street, Leeds LS1 4DL. If you submit more than one valid proxy appointment, the appointment received last before the
latest time for the receipt of proxies will take precedence.
6. Termination of proxy appointments. In order to revoke a proxy instruction electronically, please follow the method
set out in Note 2 and elect to withhold your vote on each resolution. To revoke a hard-copy proxy instruction, you will
need to inform the Company by sending a signed hard-copy notice clearly stating your intention to revoke your proxy
appointment to Link Group at PXS 1, Central Square, 29 Wellington Street, Leeds LS1 4DL. In the case of a Shareholder
which is a company, the revocation notice must be executed under its common seal or signed on its behalf by an officer
of the company or an attorney for the company. Any power of attorney or any other authority under which the revocation
notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice. The
revocation notice must be received by Link Group no later than 12.00 noon on Friday 14 July 2023. If you attempt to
revoke your proxy appointment, but the revocation is received after the time specified, then, subject to the paragraph
directly below, your proxy appointment will remain valid. Appointment of a proxy does not preclude you from attending
the AGM and voting in person. If you have appointed a proxy and attend the AGM in person, your proxy appointment
will automatically be terminated.
7. Corporate representatives. A corporation which is a Shareholder can appoint one or more corporate representatives
who may exercise, on its behalf, all its powers as a Shareholder, provided that no more than one corporate representative
exercises powers over the same shares.
8. Issued shares and total voting rights. As at 30 May 2023 (being the last business day prior to the date of this Notice),
the Company’s issued share capital comprised 81,608,672 Ordinary shares of 1.25 pence each (subject to any changes
that will be notified to you at the beginning of the AGM). Each Ordinary share carries the right to one vote at a General
Meeting of the Company and, therefore, the total number of voting rights in the Company as at 30 May 2023 is
81,608,672.
9. Questions at the AGM. Any Shareholder attending the meeting has the right to ask questions. Under Section 319A
of the Companies Act 2006, the Company must answer any question relating to the business being dealt with at the
meeting, except in certain circumstances, including (i) if to do so would interfere unduly with the preparation for the
meeting or involve the disclosure of confidential information; (ii) the answer has already been given on a website in
the form of an answer to a question; or (iii) if it is undesirable in the interest of the Company or the good order of the
meeting that the question be answered.
10. Website publication of audit concerns. Under Section 527 of the Companies Act 2006, Shareholders meeting the
threshold requirements set out in that section have the right to require the Company to publish on a website a statement
setting out any matter relating to: (i) the audit of the Company’s accounts (including the Auditor’s Report and the conduct
of the audit) that are to be laid before the AGM; or (ii) any circumstance connected with an Auditor of the Company
ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with
Section 437 of the Act. The Company may not require the Shareholders requesting any such website publication to pay
its expenses in complying with Sections 527 or 528 of the Act. Where the Company is required to place a statement on
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Additional Information
a website under Section 527 of the Act, it must forward the statement to the Company’s Auditor not later than the time
when it makes the statement available on the website. The business which may be dealt with at the AGM includes any
statement that the Company has been required under Section 527 of the Act to publish on a website.
11. Nominated Persons. Any person to whom this Notice is sent who is a person nominated under Section 146 of the Act to
enjoy information rights (a “Nominated Person”) may, under an agreement between them and the Shareholder by whom
they were nominated (“Relevant Member”), have a right to be appointed (or to have someone else appointed) as a proxy
for the AGM. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, they, under
any such agreement, may have a right to give instructions to the Relevant Member as to the exercise of voting rights.
Your main point of contact in terms of your investment in the Company remains the Relevant Member (or, perhaps,
your custodian or broker) and you should continue to contact them (and not the Company) regarding any changes or
queries relating to your personal details and your interest in the Company (including any administrative matters). The
only exception to this is where the Company expressly requests a response from you. The statement of the rights of
Shareholders in relation to the appointment of proxies does not apply to Nominated Persons. The rights described in
this regard can only be exercised by Shareholders of the Company.
12. Members’ Rights. Under Section 338 and Section 338A of the Companies Act 2006, a member, or members, meeting
the qualification criteria in those sections have the right to require the Company (i) to give to members of the Company
entitled to receive notice of the AGM, notice of a resolution which may properly be moved and is intended to be
moved at the AGM, and/or (ii) to include in the business to be dealt with at the AGM any matter (other than a proposed
resolution) which may be properly included in the business. A resolution may properly be moved or a matter may
properly be included in the business unless (a) (in the case of a resolution only) it would, if passed, be ineffective (whether
by reason of inconsistency with any enactment or the Company’s constitution or otherwise); or (b) it is defamatory of any
person; or (c) it is frivolous or vexatious. Such a request may be in hard-copy form or in electronic form, must identify
the resolution of which notice is to be given or the matter to be included in the business, and must be authorised by the
person or persons making it. The request must be received by the Company not later than the later of the dates falling
six weeks before the AGM and the time of giving this Notice of AGM, and (in the case of a matter to be included in the
business only) must be accompanied by a statement setting out the grounds for the request.
13. Documents. Copies of the following documents will be available for inspection at the place of the AGM for 15 minutes
prior to, and during, the meeting:
• copy of this Notice of AGM;
• copies of the service agreements under which the Executive Directors of the Company are employed by the Company
or its subsidiaries;
• copies of letters of appointment of the Non-Executive Directors;
• a copy of the 2023 Annual Report and Accounts;
• copies of the Company’s proposed 2023 Executive Share Plan and 2023 Sharesave Plan; and
• a copy of the Articles of Association.
14. Communication. Except as provided above, members who have general queries about the AGM should email
the Company’s Registrar Link Group at shareholderenquiries@linkgroup.co.uk or you can the Company’s Registrar
Shareholder helpline on 0371 664 0300. Calls are charged at the standard geographic rate and will vary by provider.
Callsoutside the United Kingdom will be charged at the applicable international rate. Lines are open between 9:00 am
to 5:30 pm, Monday to Friday, excluding weekends and public holidays in England and Wales. Calls may be recorded
and monitored for security and training purposes; no other methods of communication will be accepted. You may not
use any electronic address provided in this Notice of Meeting to communicate with the Company for any purposes other
than those expressly stated.
Submission of a Proxy vote shall not preclude a member from attending and voting in person at the meeting in respect
of which the proxy is appointed or at any adjournment thereof.
Unless otherwise indicated on the Form of Proxy, CREST, or any other electronic voting instruction, the proxy will vote as
they think fit or, at their discretion or withhold from voting.
15. Website giving information regarding the AGM. Information regarding the meeting, including the information required
by Section 311A of the Companies Act 2006, is available from www.bloomsbury-ir.co.uk.
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Bloomsbury Publishing Plc
Explanatory Notes to the Notice
continued
Appendix 1: Summary of the principal terms of the Bloomsbury Publishing Plc
2023 Executive Share Plan (the “2023 ESP”)
SUMMARY
Principal terms of the Bloomsbury Publishing Plc 2023 Executive Share Plan
The terms of the Bloomsbury Publishing Plc 2023 Executive Share Plan are summarised below. The proposed operation of
the 2023 ESP in respect of the Company’s Executive Directors (including the performance conditions) is described in the
proposed Director’s Remuneration Policy as set out on pages 146 to 155 of the Company’s Report and Accounts.
Operation
The 2023 ESP will be administered by the Board of Directors or by any duly authorised committee of the Company (the
“Board”). Decisions in relation to any participation in the 2023 ESP by the Company’s Executive Directors will always be
taken by the Company’s Remuneration Committee.
Eligibility
Any current or former employee (including an Executive Director) of the Company or a member of the Company’s group
(“Group”) is eligible to participate at the Board’s discretion.
Grant of awards
Awards may be granted by the Board as conditional awards of, or nil-cost options over, ordinary shares in the Company
(“Shares”) or cash-based awards relating to a number of “notional” Shares (being “cash conditional awards” or “cash
options”, as applicable). It is intended that awards will be granted in relation to Shares wherever practicable.
Awards can only be granted in the six weeks following the day on which the 2023 ESP is approved by Shareholders, the first
dealing day after the day of the announcement by the Company of its results for any period, any day on which a restriction
on the grant of awards is lifted, the day on which the Directors’ Remuneration Policy is approved by Shareholders, or any day
on which the Board determines that exceptional circumstances exist which justify the grant of awards. Awards may not be
transferred, assigned, charged or otherwise disposed of except in the event of death and will not form part of pensionable
earnings.
No payment is required for the grant of an award. Awards are not transferable, except on death.
Individual limit
Awards will not be granted to an Executive Director under the 2023 ESP in respect of any financial year of the Company over
Shares with a market value (as determined by the Board) in excess of the limit set out in the Directors’ Remuneration Policy
at the time (as approved by Shareholders).
Performance conditions
Awards other than deferred bonus awards made under the 2023 ESP will usually be subject to a performance condition and
the period over which any performance condition will be assessed will not be less than three years.
Any performance condition may be amended or substituted if the Board considers that an amended or substituted
performance condition would be reasonable, more appropriate and would not be materially less difficult to satisfy than when
it was originally set.
Vesting, exercise and release of awards
Deferred bonus awards will normally vest on the second anniversary of grant.
Awards subject to performance conditions will normally vest as soon as reasonably practicable after the end of the
performance period (or on such later date as the Board determines). Awards not subject to performance conditions
(other than deferred bonus awards), will normally vest on the third anniversary of grant (or such other date as the Board
determines).
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Annual Report and Accounts 2023
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Additional Information
Appendices to the Notice of AGM
The Board may also adjust (including by reducing to nil) the extent to which an award would vest, if it considers that either
the vesting level does not reflect the underlying financial or non-financial performance of the participant or the Group
over the vesting period, or the vesting level is not appropriate in the context of circumstances that were unexpected, or
unforeseen, when the award was granted, or there exists any other reason why an adjustment is appropriate.
In addition, the Board may determine that a vested award (other than a deferred bonus award), is also subject to an
additional holding period during which Shares subject to an award will not be delivered to participants and at the end of
which awards will be “released” (i.e. participants will be entitled to receive their Shares under their awards). The Board will
determine the length of the holding period (which will start on the date an award vests), provided that the holding period
will, for awards granted to the Company’s Executive Directors, normally end no earlier than the fifth anniversary of the
grant date.
Nil-cost options will be exercisable from the date of vesting (or, where relevant, release) until the tenth anniversary of the
grant date.
At any time before the point at which an award has vested/been released, or a nil-cost option has been exercised, the Board
may decide to pay a participant a cash amount equal to the value of the Shares they would have otherwise received.
Dividend equivalent payments
The Board may decide to award dividend equivalent payments in respect of the Shares that vest under awards in respect of
dividends paid in the period between grant and vesting (or, where relevant, release). Dividend equivalents may be paid in
Shares or cash and may assume the reinvestment of the dividends in Shares.
Malus and clawback
The Board may, where a specific circumstance occurred or existed:
• reduce awards (to zero if appropriate) or impose additional conditions on the awards at any time prior to the earlier of the
delivery of cash and/or Shares in satisfaction of an award at any time before the end of the applicable recovery period;
and/or
• require that the participant either return some or all of the Shares acquired under their award or make a cash payment to
the Company in respect of the Shares delivered up to the end of the applicable recovery period.
The recovery period means the period:
• for awards subject to a performance condition, beginning on the first day of the performance period and ending on the
sixth anniversary of the grant date;
• for awards not subject to a performance condition (other than deferred bonus awards), beginning on the first date of the
vesting period and ending on the sixth anniversary of the grant date; and
• for deferred bonus awards, beginning on the first day of the bonus year to which the award relates and ending on the
third anniversary of the last day of that bonus year.
Specific circumstances include but are not limited to:
• a material misstatement of any Group member’s financial results;
• an error in assessing a performance condition applicable to an award or in the information or assumptions on which the
award was granted, vested or is released;
• serious misconduct on the part of the participant;
• serious reputational damage to any Group member or relevant business unit;
• fraud on the part of the participant; or
• a material corporate failure in any Group member or relevant business unit.
The Board may take any of the actions set out above in order to effect the recovery of sums paid or Shares delivered under
any malus or clawback provisions that are included in any incentive plan (including the 2023 ESP) operated by any company
in the Group.
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Bloomsbury Publishing Plc
Appendices to the Notice of AGM
continued
Leavers
Awards will usually lapse on the individual’s cessation of office or employment with the Group except where cessation is as
a result of the individual’s death, ill-health, injury or disability, the employer is no longer a member of the Group, or for any
other reason that the Board determines, in which case awards will vest on the normal vesting date subject to achievement of
any performance conditions and usually considering the time elapsed at the date of cessation (unless the Board determines
otherwise) (“good leavers”).
The extent to which an award will vest in these circumstances will depend upon two factors:
i. the extent to which any performance conditions have been satisfied over the normal measurement period; and
ii. the pro-rating of the award to reflect the reduced period of time between its grant and vesting, although the Board can
decide not to pro-rate an award if it regards it as inappropriate to do so in the particular circumstances.
Deferred bonus awards will not normally be subject to time prorating.
Alternatively, if a participant ceases to be an employee or Director in the Group, for one of the good leaver reasons specified
above, the Board can, instead, decide that their award will vest on the date of cessation, subject to: (i) any applicable
performance conditions measured at that time; and (ii) pro-rating by reference to the time of cessation as described above.
If a participant ceases to be an officer or employee of the Group during a holding period, their award will normally be
released at the end of such holding period, unless the Board determines that it should be released as soon as reasonably
practicable following their cessation of office or employment. However, if a participant ceases employment as a result of
gross misconduct during a holding period, their award will lapse immediately. Nil-cost options will normally be exercisable
for six months post-release.
If a participant ceases to be an officer or employee of the Group whilst holding a vested nil-cost option which is not (or no
longer) subject to a holding period, they will normally have six months from cessation of office or employment to exercise
that nil-cost option, unless cessation took place as a result of gross misconduct, in which case the nil-cost option will lapse
immediately. An exercise period of 12 months will normally apply in the event of the participant’s death.
Corporate events
In the event of a change of control of the Company, unvested awards will vest to the extent determined by the Board, taking
into account the extent to which any performance condition has been satisfied and, unless the Board determines otherwise,
the proportion of the period of time between grant and the normal vesting date that has elapsed at the date of the relevant
event (save usually for deferred bonus awards). Awards to the extent vested will then be released. Awards comprising nil-
cost options, whether released in these circumstances or earlier, will lapse after a period of one month from the date of the
relevant event if not exercised.
Alternatively, the Board may permit awards to be exchanged for shares in the acquiring company. If the change of control
is an internal reorganisation of the Group or if the Board so decides, participants will be required to exchange their awards
(rather than awards vesting/being released as part of the transaction).
If other corporate events occur such as a winding-up of the Company, demerger, delisting, special dividend or other event
which, in the opinion of the Board, may affect the current or future value of Shares, the Board may determine that awards
will vest taking into account the satisfaction of any performance condition and, unless the Board determines otherwise, the
proportion of the period of time between grant and the normal vesting date that has elapsed at the date of the relevant
event (save usually for deferred bonus awards). The Board will also determine the period in which any nil-cost option
(whether released in these or earlier circumstances) may be exercised, after which time it will lapse.
Overall limits
Awards may be satisfied using new issue Shares, treasury Shares or Shares purchased in the market.
In any 10 calendar-year period, the Company may not issue (or grant rights to issue) more than:
• 10 per cent of the issued ordinary share capital of the Company under the 2023 ESP and any other employee share plan
adopted by the Company; and
• 5 per cent of the issued ordinary share capital of the Company under the 2023 ESP and any other executive share plan
adopted by the Company.
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Annual Report and Accounts 2023
257
Additional Information
Treasury Shares will count as new issue Shares for the purposes of these limits unless institutional investors decide that they
need not count.
Adjustment of awards
The Board may adjust the number of Shares under an award or any performance condition applicable to an award in the
event of a variation of the Company’s share capital or any demerger, delisting, special dividend or other event which, in the
opinion of the Board, may affect the current or future value of Shares.
Alterations to the plan
The Board may make minor alterations to the 2023 ESP rules at any time to benefit the administration of the 2023 ESP, to
take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment
for participants, the Company or any company of which the Company has control or any associated company or any related
company. Shareholder approval is required for any amendments that are to the advantage of participants in respect of:
• eligibility to participate;
• individual limits on participation;
• overall limits on the issue of Shares or the transfer of treasury Shares under the 2023 ESP;
• the basis for determining a participant’s entitlement to, and the terms of, Shares provided under the 2023 ESP; and
• the adjustments that may be made in the event of a rights issue or any other variation of capital.
No alteration to the material disadvantage of any participant shall be made unless:
• the Board invited every relevant participant to indicate whether or not they approve the alteration; and
• the alteration is approved by a majority of those participants who have given such an indication.
Satisfying awards and termination of 2023 ESP
Awards may be satisfied using newly issued Shares, Shares held in treasury or Shares purchased in the market. Awards may
not be granted under the 2023 ESP after the tenth anniversary of its approval by Shareholders.
Benefits not pensionable
Benefits gained under the 2023 ESP shall not be pensionable.
Life of plans
Awards under the 2023 ESP may not be granted more than 10 years after Shareholder approval of the plan.
Participants’ rights
Awards will not confer any Shareholder rights until the awards have vested or been exercised and the participants have
received their Shares at the end of the Holding Period, where applicable.
Rights attaching to Shares
Any Shares allotted when an award vests or is exercised under the plan will rank equally with Shares then in issue (except for
rights arising by reference to a record date prior to their allotment).
Overseas plans
The Shareholder resolution to approve the plan will allow the Board, without further Shareholder approval, to establish
further plans for overseas territories, any such plan to be similar to the relevant plan, but modified to take account of local
tax, exchange control or securities laws, provided that any Shares made available under such plans will count against any
limits on individual or overall participation in the 2023 ESP.
Inspection
A copy of the 2023 ESP rules will be available for inspection at the AGM at least 15 minutes prior to the start of the meeting
and up until the close of the meeting, and available on the National Storage Mechanism
https://data.fca.org.uk/#/nsm/nationalstoragemechanism from the date of publishing this Notice of AGM.
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Bloomsbury Publishing Plc
Appendices to the Notice of AGM
continued
Appendix 2: Summary of the principal terms of the Bloomsbury Publishing Plc
2023 Sharesave Plan (the “2023 Sharesave”)
Introduction
The Company has previously operated the Bloomsbury Publishing Plc 2014 Sharesave Plan, which expires for the purposes
of new options in July 2024. It is proposed that the 2023 Sharesave will replace the existing plan for grants from the 2023
AGM onwards. The 2023 Sharesave is similar to the existing plan, but has been updated to reflect current practice and
legislative changes.
Overview
The 2023 Sharesave is an “all employee” share option plan, which is intended to satisfy the requirements of Schedule 3 to
the Income Tax (Earnings and Pensions) Act 2003 and will give participating employees the opportunity to acquire ordinary
shares in the Company (“Shares”). The 2023 Sharesave will be administered by the Board or a committee or person duly
authorised by the Board, and references in this summary to the Board should be read accordingly.
Shares may be acquired using savings of up to £500 per month (or such other amount permitted under the relevant
legislation governing UK tax qualifying SAYE plans from time to time) over a period of three or five years.
Eligibility
All employees and full-time Executive Directors of the Company and any designated participating subsidiary who are UK
resident taxpayers are eligible to participate. The Board may require employees to have completed a qualifying period of
employment of up to five years to participate. The Board may also allow other employees to participate.
Grant of options
Options can only be granted to employees who enter into savings contracts under which monthly savings are normally made
over a period of three or five years. Options must be granted within 30 days (or 42 days if applications are scaled back) of the
first day by reference to which the option price is set. The number of Shares over which an option is granted will be such that
the total option price payable for those Shares will correspond to the proceeds on maturity of the related savings contract.
No payment is required for the grant of an option. Options are not transferable, except on death.
Individual participation
Monthly savings by an employee under all savings contracts linked to options granted under any Sharesave scheme may not
exceed the statutory maximum (currently £500). The Board may set a lower limit in relation to any particular grant.
In certain circumstances, participants will be able to delay payment of their savings contributions for up to 12 months
without causing their savings contracts to be cancelled prematurely. The savings contract term would then be extended to
reflect the number of months in which contributions were delayed.
Option price
The price per Share payable upon the exercise of an option will not be less than the higher of: (i) 80 per cent of the average
middle-market quotation of a Share on the London Stock Exchange on the five days preceding a date specified in an
invitation to participate in the 2023 Sharesave (or such other day or days as may be determined by the Board); and (ii) if the
option relates only to new issue Shares, the nominal value of a Share.
The option price will be determined by reference to dealing days which fall within six weeks of the announcement by the
Company of its results for any period or at any other time when the Board considers there to be exceptional circumstances
which justify offering options under the 2023 Sharesave.
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Annual Report and Accounts 2023
259
Additional Information
Exercise of options
Options will normally be exercisable for a six-month period from the third or fifth anniversary of the commencement of the
related savings contracts. Earlier exercise is permitted, in the following circumstances:
• following cessation of employment by reason of death, injury, disability, redundancy, retirement, a relevant transfer under
the Transfer of Undertakings (Protection of Employment) Regulations 2006 or the business or company that the employee
works for ceasing to be part of the Company’s group;
• where employment ceases more than three years from grant for any reason other than dismissal for misconduct;
• in the event of a takeover, scheme of arrangement or winding-up of the Company, except in the case of an internal
corporate re-organisation when the Board may decide to exchange existing options for equivalent new options over
shares in a new holding company; and
• at the Board’s discretion, within the 20 days before the date of a general offer or the date upon which a participant
becomes bound or entitled to acquire shares in terms of a compulsory acquisition. Where these events do not later occur,
the exercise of such options will be of no effect.
Except where stated above, options will lapse on cessation of employment or directorship with the Company’s group.
Shares will be allotted or transferred to participants within 30 days of exercise.
Variation of capital
If there is a variation in the Company’s share capital then the Board may make such adjustment as it considers appropriate to
the number of Shares under option and the option price.
Overall Plan limit
Awards may be satisfied using new issue Shares, treasury Shares or Shares purchased in the market.
In any ten calendar-year period, the Company may not issue (or grant rights to issue) more than ten per cent of the issued
ordinary share capital of the Company under the 2023 Sharesave and any other employee share plan adopted by the
Company.
Treasury Shares will count as new issue Shares for the purposes of these limits unless institutional investors decide that they
need not count.
Alterations to the plan
The Board may make minor alterations to the 2023 Sharesave rules at any time to benefit the administration of the plan, to
take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment
for participants, the Company or any company of which the Company has control or any associated company or any related
company. Shareholder approval is required for any amendments that are to the advantage of participants in respect of:
• eligibility to participate;
• individual limits on participation;
• overall limits on the issue of Shares or the transfer of treasury Shares under the 2023 Sharesave;
• the basis for determining a participant’s entitlement to, and the terms of, Shares provided under the Plan; and
• the adjustments that may be made in the event of a rights issue or any other variation of capital.
No alteration to the material disadvantage of any participant shall be made unless:
• the Board invited every relevant participant to indicate whether or not they approve the alteration; and
• the alteration is approved by a majority of those participants who have given such an indication.
Benefits not pensionable
Benefits gained under the 2023 Sharesave shall not be pensionable.
Life of the 2023 Sharesave
Options may not be granted more than 10 years after Shareholder approval of the plans.
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260
Bloomsbury Publishing Plc
Appendices to the Notice of AGM
continued
The production of this report supports the work of the Woodland Trust,
the UK’s leading woodland conservation charity. Each tree planted will
grow into a vital carbon store, helping to reduce environmental impact
as well as creating natural havens for wildlife and people.
Participant rights
Options will not confer any Shareholder rights until the options have been exercised and the participants have received their
Shares.
Rights attaching to Shares
Any Shares allotted when an option is exercised under the 2023 Sharesave will rank equally with Shares then in issue (except
for rights arising by reference to a record date prior to their allotment).
Overseas plans
The Shareholder resolutions to approve the 2023 Sharesave will allow the Board, without further Shareholder approval, to
establish further plans for overseas territories, any such plan to be similar to the plan, but modified to take account of local
tax, exchange control or securities laws, provided that any Shares made available under such further plans are treated as
counting against the limits on individual and overall participation in the 2023 Sharesave.
Inspection
A copy of the 2023 Sharesave rules will be available for inspection at the AGM at least 15 minutes prior to the start of the
meeting and up until the close of the meeting and available on the National Storage Mechanism
https://data.fca.org.uk/#/nsm/nationalstoragemechanism from the date of publishing this Notice of AGM.
Additional Information
Bloomsbury Publishing Plc
50 Bedford Square,
London, WC1B 3DP
+44 (0)20 7631 5600
www.bloomsbury.com
www.bloomsbury-ir.co.uk
Bloomsbury Chief Executive and Founder, Nigel Newton and Chief Executive Officer of the London Stock Exchange, Julia Hoggett,
together with Nicholas Lyons, the Lord Mayor of the City of London and members of the Bloomsbury Board and Executive Committee
open the Market for trading at the LSE’s headquarters on the day of Bloomsbury’s annual results announcement on 31 May 2023.