25 June 2015
Bloomsbury Publishing Plc confirms that the following documents have been sent to shareholders and, pursuant to Listing Rule 9.6.1, have been submitted to the National Storage Mechanism for inspection at http://www.hemscott.com/nsm.do:
The Annual Report and Accounts and Notice of the 2015 AGM can be found on the Company's website at www.bloomsbury-ir.co.uk.
In accordance with Disclosure and Transparency Rule 6.3.5, a responsibility statement, a description of the principal risks and uncertainties and details of related party transactions are set out below in full unedited text extracted from the Annual Report and Accounts for the period ended 28 February 2015. The text below should be read in conjunction with the Company's final results for the period ended 28 February 2015 which were announced in unedited full text on 19 May 2015.
Group Company Secretary
Bloomsbury Publishing Plc
Telephone +44(0)20 7631 5627
DIRECTORS' RESPONSIBILITIES STATEMENT
(From page 52 and 53 of the Directors' Report of the Annual Report and Accounts for the year ended 28 February 2015)
The Directors are responsible for preparing the financial statements, the Directors Remuneration Report and the Directors Report (which incorporates the other sections of the Annual Report by reference) in accordance with applicable law and regulations.
Company law requires the Directors to prepare Group and Company financial statements for each financial period. The Directors are required under the Listing Rules of the Financial Conduct Authority to prepare Group financial statements in accordance with International Financial Reporting Standards ('IFRS') as adopted by the European Union ('EU') and have elected under company law to prepare the Company financial statements in accordance with IFRS as adopted by the EU.
The financial statements are required by law and IFRS adopted by the EU to present fairly the financial position of the Group and the Company and the financial performance of the Group. The Companies Act 2006 provides in relation to such financial statements that references in the relevant part of that Act to financial statements giving a true and fair view are references to their achieving a fair presentation.
Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and the Company and of the profit or loss of the Group for that period.
In preparing the Group and Company financial statements, the Directors are required to:
a) select suitable accounting policies and then apply them consistently;
b) make judgements and estimates that are reasonable and prudent;
c) state whether they have been prepared in accordance with IFRSs adopted by the EU;
d) prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and the Company will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group's and the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Group and the Company and enable them to ensure that the financial statements and the Directors' Remuneration Report comply with the Companies Act 2006 and, as regards the Group financial statements, Article 4 of the IAS Regulation. They are also responsible for safeguarding the assets of the Group and the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Board confirms that, in the opinion of the Board, the Annual Report including the Financial Statements on pages 1 to 156, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company's performance, business model and strategy.
Directors' statement pursuant to the disclosure and transparency rules
Each of the Directors, whose names and functions are listed in the Directors' Report, confirms that, to the best of their knowledge:
a) the financial statements, prepared in accordance with IFRS as adopted by the EU give a true and fair view of the assets, liabilities, financial position and profit of the Company and the undertakings included in the consolidation taken as a whole; and
b) the Annual Report and Financial Statements include a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website, www.bloomsbury-ir.co.uk. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
PRINCIPAL RISKS AND UNCERTAINTIES
(From pages 38 to 39 of the Risk Factors of the Company's Annual Report and Accounts for the year ended 28 February 2015)
The table below provides a description of risk factors that management considers relevant to the Group's business. Other factors besides those listed could also affect the Group.
|Volatility of general trade book sales
|Sales of general trade books for both children and adults focus on bestsellers and can be both seasonal and volatile
|Develop special interest, academic and professional publishing where revenues are less volatile
|Develop other revenue streams including from rights and services increasing the scope to enter annually renewing agreements.
|Increased importance of internet retailing
|Internet retailing is a key sales channel.
|Grow expert marketing teams skilled in digital who understand the book buying behaviours of readers.
Engage with multiple internet retailers.
|Increase focus on developing other marketing opportunities and other revenue streams e.g. rights and services
|Grow e-book sales
|Rights and Services
|Volatility of timing of closing rights and services deals
|The timing for completing high margin rights and services deals can depend on the performance by multiple parties including the main customer
|Increase the number of rights and services deals to reduce the dependency on individual deals.
|Non-renewal of larger subscription and services agreements
|The customer or partner might not renew agreements that generate significant ongoing income
|Senior managers responsible for ensuring strong performance by Bloomsbury of its obligations and strong customer care.
|Increase the portfolio of agreements to reduce the dependency on individual agreements.
|A deal may require upfront staff time and costs but may fail to close resulting in lost investment
|Similar to ordinary publishing risks: increase the portfolio of deals to leverage economies of scale and absorb volatility
|Move to digital
|E-book sales plateau
|Steep rise in e-book sales in US and UK may slow
|Ensure Group is positioned to take advantage of e-book emergence in international markets
|Use social media and other digital marketing to encourage direct sales to consumers
|Continue to supply books in all formats through multiple digital delivery systems aligned with the demands of readers.
|Information and technology systems
|Productivity of IT systems and data
|Continuing to improve staff efficiency depends on the IT systems and data keeping pace with the needs of the business.
|Board level representation on steering IT strategy, implementation and IT operations.
|Valuation of assets and provisions
|Significant assets and provisions in the balance sheet depend on assumptions over the value e.g. goodwill, advances, intangible rights and inventory, returns provisions.
|Prudent approach to assumptions.
Board approval of key assumptions.
Rigorous audit of valuations.
|High advances sought by agents. World rights not acquired
|Agents seek high advances for some authors
|Publish more special interest trade books e.g. academic and professional
|Agents prefer to split territorial rights for English language publishing between US and UK
|Focus acquisition on titles where world English rights are available
|Concentrate on academic publishing where world rights are the norm
|IP and copyright
|Erosion of copyright
|Erosion of copyright through government or other action
|Continue policy of support for copyright and intellectual property rights as a fundamental facet of publishing
|Piracy of titles in print or digital form
|Adopt robust anti-piracy policies
|Ensure good digital rights management protection of e-books and digital formats
|Participate in key industry anti-piracy initiatives
|Growing offices in the US and India
|One Global Bloomsbury structure of four global publishing divisions supported by Group functions provides an effective internal control framework and oversight of the satellite offices.
RELATED PART TRANSACTIONS
(From the Notes to the Consolidated and Company Financial Statements for the year ended 28 February 2015)
(Extract from Note 26)
26. Related party transactions
The Group has no related party transactions other than key management remuneration as disclosed in note 5.
(Extract from Note 5)
The Group considers key management personnel as defined under IAS 24 'Related Party Disclosures' to be the Executive Directors of the Company and those directors of the global divisions, major geographic regions and departments who are actively involved in strategic decision making.
Full details concerning Directors' remuneration are set out in the Directors' Remuneration Report on pages 65 to 82.
Total emoluments for Executive Directors and other key management personnel were:
|Year ended 28 February
|Year ended 28 February
|Short-term employee benefits
|Share-based payment charges
(Extract from Note 44)
44. Related Parties
During the year the Company entered into the following transactions and had the following balances
with its subsidiaries:
|Sale of goods to subsidiaries
|Commission payable to subsidiaries
|Finance income from subsidiaries
|Amounts owed by subsidiaries at year end
|Amounts owed to subsidiaries at year end
All amounts outstanding are unsecured and will be settled in cash. No provisions have been made for doubtful debts in respect of the amounts owed by subsidiaries.
Key management remuneration is disclosed in note 5.
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