Registration number: 184594
Daily Mail and General Trust plc
(‘DMGT’)
Annual Report and Consolidated Financial Statements
for the year ended 30 September 2023
Daily Mail and General Trust plc
Contents
Section
Company Information
Strategic Report
Directors’ Report
Notes to the Strategic Report and Directors’ Report
Independent Auditors’ Report
Consolidated Income Statement
Consolidated Statement of Comprehensive Income
Consolidated Statement of Changes in Equity
Consolidated Statement of Financial Position
Consolidated Cash Flow Statement
Notes to the Accounts
Unaudited Five Year Financial Summary
Company Statement of Financial Position
Company Statement of Changes in Equity
Notes to the Company Statement of Financial Position
Page number
2
3-24
25-33
34-38
39-48
49
50
51
52-53
54
55-135
136-137
138
139
140-148
For footnotes, please see page 34.
1
Daily Mail and General Trust plc
Company Information
Chairman
Directors
The Viscount Rothermere
K J Beatty
T G Collier
D Hopfen
A H Lane
D H Nelson
K A H Parry OBE
JP Rangaswami
Sir William G Touche Bt.
F Wallestam
Company Secretary
F L Sallas
Registered office
Northcliffe House
2 Derry Street
London
W8 5TT
England Registered Number
184594
Independent Auditors
PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
1 Embankment Place
London
WC2N 6RH
For footnotes, please see page 34.
2
Strategic Report
The directors present their strategic report, the report of the directors and the audited financial
statements for the Group, comprising Daily Mail and General Trust plc (‘Company’) and its subsidiaries
(the ‘Group’), for the year ended 30 September 2023 (‘FY 2023’).
Principal activities and business review
Daily Mail and General Trust plc (‘DMGT’) manages a portfolio of companies that provide businesses
and consumers with compelling information, analysis, insight, events, news and entertainment. The
Group takes a long-term approach to investment and has market-leading positions in consumer media,
property information and events & exhibitions. As well as a diverse portfolio of operating companies,
DMGT holds minority stakes in early-stage businesses.
Further information on the activities of the Group can be found on the DMGT website: www.dmgt.com.
During FY 2023, there was continued recovery in the events market, benefitting DMGT’s Events &
Exhibitions business, which was particularly impacted by the Covid-19 pandemic. Trepp, the US-based
Property Information business also delivered revenue and profit growth. The demand for advertising
in the Consumer Media business’s products was adversely affected by pressure on UK consumers’ real
disposable income, resulting in reduced revenues and profitability. There was a continued decline in
circulation volumes of paid-for newspapers but revenues were supported by cover price increases.
Landmark, the UK Property Information business, was adversely affected by further reductions in
residential property transaction volumes. This resulted in decreases in total Property Information
revenues, despite the addition to the portfolio in January 2023 of Yopa, the UK-based estate agency
service, and in total Property Information profits.
For more information on the financial performance of the different businesses during the year, please
see pages 4 to 8, the ‘Operating and financial review’ section.
Statutory¹ results
Adjusted² results
Full Year
2023
£m
997
Full Year
2022
£m
974
Growth/
(contraction)4
+2%
Full Year
2023
£m
997
Full Year
2022
£m
974
Growth/
(contraction)4
+2%
Revenue
(70)
(13)
4
Operating profit/(loss)
Profit/(loss) before tax
Profit/(loss) after tax*
For more information about adjusted results and reconciliations to statutory results, please see pages 35 to 38 in the ‘Notes
to the Strategic Report and Directors’ Report’ section and Note 13 of the Notes to the Accounts.
* Profit/(loss) after tax includes non-controlling interests. Statutory profit/(loss) after tax is the profit/(loss) for the year,
including discontinued operations.
(19)%
(79)%
N/A
(7)%
+4%
+17%
(87)
(60)
(134)
55
41
35
59
39
30
Group revenues were £997m, an increase of £23m, 2%. Growth in Events & Exhibitions of £63m was
partly offset by a £33m reduction in Consumer Media and a £7m decrease in Property Information.
Group adjusted operating profit was £55m, a decrease of 7%. For more information about adjusted
results and the reconciliation to statutory results, please see pages 35 to 38 and Note 13 of the Notes to
the Accounts. The £4m reduction in adjusted operating profit was due to decreases in Consumer Media
and Property Information of £13m and £8m respectively. These were partly offset by growth of £12m
in Events & Exhibitions and a £5m reduction in Corporate costs. The statutory operating loss was £70m,
compared to £87m in FY 2022, and included £84m of exceptional operating costs, notably in respect of
non-cash past pension service costs, compared to £80m in FY 2022.
For footnotes, please see page 34.
3
Group adjusted profit before tax (‘PBT’) was £41m and included £2m of adjusted losses from JVs and
associates and £12m of adjusted net finance expenses. The statutory loss before tax was £13m,
compared to £60m in FY 2022.
Group adjusted profit after tax, including non-controlling interests, increased 17% to £35m, compared
to £30m in FY 2022, and the adjusted tax rate was 18%, down from 25% in the prior year, largely due to
a different geographical mix of profits and losses. The statutory profit for the year, including
discontinued operations, was £4m compared to a loss of £134m in FY 2022 as the prior year included a
statutory tax charge on continuing operations of £86m.
DMGT’s pro forma net debt³ was £86m as at 30 September 2023, compared to £153m at the start of the
year. The pro forma net debt:EBITDA ratio was 1.1 at the year end, compared to 2.0 at the prior year
end. The Group’s committed bank facilities, which mature in May 2027, were £205m and were undrawn.
Strategy and outlook
Strategy
DMGT’s strategy remains largely unchanged. The Group continues to adopt a long-term approach to
sustainable value creation, nurturing talent, developing customer relationships and investing
organically. There is a focus on improving operational execution, aiming to increase efficiencies and
the agility of the Group’s portfolio of businesses as they deliver and develop excellent products and
services. The Group also seeks to enhance financial flexibility, reducing net debt over time and
increasing DMGT’s ability to pursue a range of capital allocation priorities as they arise.
Outlook
Conditions in the Consumer Media market are expected to remain challenging in respect of both
revenues and costs. Revenues will reflect circulation volumes of the paid-for newspapers, which are
expected to continue to decline, and the advertising market, which is expected to remain both
challenging and volatile until economic confidence returns. The financial performance of the Property
Information business is expected to continue to be affected by UK property transaction volumes,
notably in the residential market, as well as by subscription revenues in the US, where the revenue
outlook for FY 2024 is more encouraging. The Events & Exhibitions business is well positioned to deliver
sustained growth. All three major shows are currently scheduled to be held in FY 2024 and dmg events
has been contracted to manage the Blue Zone at COP28 in December 2023.
Operating and financial review
Consumer Media
Full Year
2023
£m
625
(40)
39
(6)%
6%
The year-on-year decreases in revenue, operating profit and operating margin are exacerbated by FY 2023 being
a 52-week year, whereas FY 2022 was a 53-week year.
Revenue
Statutory¹ operating (loss)/profit
Adjusted² operating profit
Statutory¹ operating margin
Adjusted² operating margin
Full Year
2022
£m
658
15
52
2%
8%
Growth/
(contraction)4
(5)%
N/A
(24)%
Consumer Media revenues decreased 5%, primarily due to reduced advertising revenues. Advertising
prices were adversely affected by circulation volumes, which continued to decline as expected, as well
as by a challenging advertising market, due to pressure on UK consumers’ real disposable income.
Revenues from sales of the paid-for Mail and ‘i’ newspapers benefitted from cover price increases,
which largely offset the adverse impact of declining total volumes, and reflected an increased
preference to subscribe to the titles. Circulation revenues decreased 4% to £247m, including the
impact of there being one less week in the financial year, and there was growth in print subscription
revenues. There were cover price increases in March 2022 and January 2023 for The Mail on Sunday;
For footnotes, please see page 34.
4
in March 2022, August 2022 and December 2022 for the Saturday edition of the Daily Mail; and in
August 2022, from 80p to 90p, and April 2023, from 90p to £1.00, for the Monday to Friday editions of
the Daily Mail. There were also increases for all editions of the ‘i’ in March 2022, the weekend edition
in December 2022 and weekday editions in January 2023.
There was continued inflationary pressure on costs, with a notable increase in the price of newsprint,
and increased investment in US-related editorial content. Consequently, given the reduction in
advertising revenues, the profitability of the Consumer Media portfolio was adversely affected during
the year and the adjusted operating margin reduced to 6% from 8%.
Property Information
Revenue
Statutory¹ operating profit
Adjusted² operating profit
Statutory¹ operating margin
Adjusted² operating margin
Full Year
2023
£m
210
19
24
9%
12%
Full Year
2022
£m
217
27
33
12%
15%
Growth/
(contraction)4
(3)%
(28)%
(25)%
DMGT’s stake in Yopa, the UK-based estate agency service, increased from 45% to 74% in January 2023
and the results of the business have been fully consolidated as a subsidiary since then. Consequently,
the Property Information portfolio now comprises three businesses: Landmark Information Group
(‘Landmark’), which operates in the UK, Trepp, which operates in the US, and Yopa.
The majority of Landmark’s revenues are generated from volume-related transactions, underpinned by
a historically-predictable minimum-base level of supply. Following a particularly active market in 2021,
supported by temporary reductions in stamp duty, transaction volumes in the UK residential property
market have decreased further as increases in borrowing costs and the cost of living have tempered
demand from potential buyers. The decrease in Landmark’s revenues was partially offset by continued
growth from Trepp, which continues to make good progress, and the inclusion of Yopa’s revenues since
January 2023.
The adjusted operating margin reduced from 15% to 12%, primarily due to the addition of Yopa, the
investment-stage business.
Events & Exhibitions
Revenue
Statutory¹ operating profit
Adjusted² operating profit
Statutory¹ operating margin
Adjusted² operating margin
Full Year
2023
£m
163
20
21
12%
13%
Full Year
2022
£m
100
8
9
8%
9%
Growth4
+63%
+148%
+136%
The Events & Exhibitions business has continued to recover from the adverse impact of the Covid-19
pandemic and the portfolio of events has benefitted from increases in exhibitors’ demand and in visitor
attendance. Big 5 Dubai, the construction event that is one of the business’s three major shows, was
held in December 2022. The event did not occur in the prior financial year, having last been held in
September 2021, and its inclusion in FY 2023 helped Events & Exhibitions deliver a particularly strong
performance. The business’s largest event, ADIPEC, the Abu Dhabi-based energy show, was held in
November 2022 and delivered particularly pleasing growth. The third major show, Gastech, was held in
Singapore in September 2023 and also contributed to the business’s growth. The strong recovery in
For footnotes, please see page 34.
5
Events & Exhibitions revenues was facilitated by the business retaining talent throughout the
pandemic, consistent with DMGT’s long-term approach to value creation.
Despite increased pressure on costs, adjusted operating margin improved from 9% to 13%, benefitting
particularly from the inclusion of Big 5 Dubai, as well as from the general recovery in revenues across
the company’s portfolio of events. All three major shows are scheduled to be held in FY 2024 and are
expected to recur annually thereafter.
Corporate costs
Following the disposal of businesses from the Group in 2021 and the delisting of DMGT in January 2022,
the Corporate cost base has been reduced. Corporate adjusted operating costs were £30m, a decrease
of 13%. Corporate statutory operating costs, including exceptional operating costs and the amortisation
of acquired intangible assets arising on business combinations, were £50m, a 45% reduction from £92m
in FY 2022, reflecting the exceptional costs associated with the delisting of DMGT in January 2022.
Joint ventures, associates and dmg ventures
DMGT holds minority stakes in early-stage businesses, primarily through its dmg ventures arm. The
Group’s net share of adjusted operating losses from its joint ventures and associates was £2m in the
year, compared to £6m in FY 2022. The performance benefitted from Yopa becoming a Property
Information subsidiary in January 2023, when it ceased to be an associate. On a statutory basis, the
share of results of joint ventures and associates, including impairment charges of £18m, was a loss of
£19m, compared to £45m in FY 2022.
DMGT also invests in and develops early-stage businesses, as well as occasionally investing
opportunistically in more established companies. The Group holds smaller stakes in these investments
and does not recognise a share of profits or losses from them, as the percentage holdings are too small
or DMGT’s level of influence insufficient for the companies to be associates. The most notable
investment made during the year was £7m for a 1.5% stake in Waterloo, a US-based flavoured-sparkling
water company.
Net finance expenses
Adjusted net finance expenses, including investment revenue, were £12m, compared to £14m in FY
2022, reflecting the benefit of reduced bond debt.
On a statutory basis, the Group’s total net finance expenses, including investment revenue, were a credit
of £32m, compared to a charge of £4m in FY 2022. The improvement was primarily due to the pension
finance credit, which is excluded from adjusted results and increased to £43m from £12m in FY 2022,
reflecting a larger pension surplus on an accounting basis and an increase in interest rates.
Exceptional items and amortisation
As explained in more detail on pages 34 to 38 of the ‘Notes to the Strategic Report and Directors’ Report’
section, certain items, including exceptional costs, impairments and some amortisation, are excluded
from adjusted results.
Exceptional operating costs were £84m in the year, compared to £80m in the prior year, and included a
£73m non-cash cost that resulted from the decision, due to extraordinarily high rates of inflation and
the strong financial position of the pension schemes, to give members of the schemes an additional
5.0% increase in pension payments and deferment amounts on top of the existing minimum increase.
There was also a £13m exceptional operating credit in respect of discontinued operations, compared to
£11m of exceptional operating costs in the prior year.
The FY 2023 charge for amortisation of intangible assets arising on business combinations was £13m
(FY 2022 £11m). Total impairment charges in the year were £8m, compared to £9m in the prior year, in
respect of New Scientist, the Consumer Media business.
For footnotes, please see page 34.
6
The Group recorded other net gains, notably in respect of the disposal of businesses and assets, of £26m,
compared to £31m in FY 2022.
Taxation
The adjusted tax charge for the year of £7m (FY 2022 £10m) is stated after adjusting for the effect of
exceptional items. The adjusted tax rate decreased to 18%, compared to 25% in the prior year, largely
due to a different geographical mix of profits and losses. The statutory tax credit for the year was £4m
and was entirely related to continuing operations, compared to an £86m charge on continuing
operations and a £20m credit relating to discontinued operations in FY 2022. For more information,
please see Note 11, ‘Tax’, of the Notes to the Accounts.
The net corporation tax paid during the year totalled £8m, an increase from £7m in the prior year.
Dividend
The total of the interim and proposed final dividends in respect of FY 2023 is 9.13 pence per share,
equivalent to £21m, compared to 8.85 pence per share in respect of FY 2022.
Net debt and cash flow
Pro forma net debt³ at the end of the year was £86m, compared to £153m at the start of the year. Pro
forma net debt as at 30 September 2023 is stated after adjusting to exclude £28m of lease liabilities that
are included in net debt in the financial statements following the adoption of IFRS 16, the lease
accounting standard. The lease liabilities largely reflect the future operating cost of renting office space
and are not considered a component of net debt when the Board reviews the Group’s available capital.
Also, for bank covenant purposes, net debt is calculated on a pre-IFRS 16 basis, excluding IFRS 16 lease
liabilities, consistent with DMGT’s pro forma net debt. Consequently, they are excluded from pro forma
net debt. The pro forma net debt:EBITDA ratio was 1.1x at the year end, compared to 2.0x at the FY 2022
year end and below the 3.25x ratio limit of the Group’s bank covenants.
In November 2022, DMGT bought back and cancelled £50m nominal value of its bonds for cash
consideration of £47m. The Group’s year end debt included £146m of 6.375% bonds due 2027 and £11m
of net debt in respect of loan notes, derivatives and collateral. The Group’s cash, cash equivalents and
short-term deposits, net of overdrafts, totalled £71m at the year end. The Group’s committed bank
facilities, which mature in May 2027, were £205m at the year end and were undrawn.
The net debt position benefitted from a one-off reduction in working capital of approximately £52m,
resulting from the sale of certain UK trade debtors of the Consumer Media business. Cash outflows in
the year included £19m of dividend payments, £14m of net interest payments and £31m in respect of
operating exceptional items.
Pension schemes
The Group’s defined benefit pension schemes provide retirement benefits for UK staff, largely in
Consumer Media. These schemes are closed to new entrants and to the future accrual of benefits for
existing members. There are now just two defined benefit schemes remaining as the winding-up
process for one scheme completed in September 2023, following its merger into another scheme in
October 2022.
The DMGT Board places the highest importance on ensuring that all pension benefits are fully paid and
responsibly funded. Given the strong financial position of the schemes, following a £413m payment
into the schemes during FY 2022, no payments to the pension schemes were made during the year and
no further payments are currently expected.
As a result of extraordinarily high rates of inflation and the strong financial position of the schemes,
the trustees and DMGT agreed to give members an additional one-time 5% increase, on top of the
existing minimum increase, in pension payments and deferment amounts.
For footnotes, please see page 34.
7
The pension schemes’ surplus, calculated on an IAS 19 accounting basis, was £776m as at 30 September
2023 and the related deferred tax liability was £230m. The actuarial valuations, on a Technical
Provisions basis, are considered by the Board and pension schemes’ trustees to be more relevant for
assessing the funding position of the schemes than the accounting basis calculation. The most recent
actuarial valuations of the schemes were as at 31 March 2022, prior to the merger of schemes, and the
total surplus of the two larger schemes was £531m. The most recent actuarial valuation of the smallest
scheme was as at 31 March 2021 and the deficit was £9m. For more information, please see Note 33,
‘Retirement benefit obligations’, of the Notes to the Accounts.
Key performance indicators
Due to DMGT holding a changing portfolio of different companies, many key performance indicators
(‘KPIs’) that are targeted by individual businesses are not appropriate at a consolidated Group level.
Examples include customer numbers, revenue per customer, employee productivity and employee
engagement.
DMGT’s KPIs are alternative performance measures (‘APMs’) rather than statutory measures as the
APMs are considered by the Board and executive management to be particularly informative. The KPIs
during the prior year were the adjusted revenue growth rate, adjusted operating profit, adjusted profit
before tax, adjusted profit after tax and the net debt:EBITDA ratio. During the year, cash operating
income (‘Cash OI’) was added as a new KPI.
Cash OI is a performance metric used by DMGT to assess the cash generation of its businesses and has
been added as a KPI due to the strategic importance of increasing the Group’s financial flexibility. It is
calculated by adding back expenses for depreciation and amortisation not arising on business
combinations, which are non-cash items, to adjusted operating profit and then deducting capital
expenditure. The depreciation adjustment includes the charge resulting from cumulative capital
expenditure on right of use assets, as well as depreciation of property, plant and equipment.
Please see the table on page 3 and comments on pages 3 to 7 in respect of the revenue and profit KPIs.
Please see the ‘Net debt and cash flow’ section on page 7 in respect of the net debt:EBITDA ratio.
Cash OI decreased by 13% to £54m as per the table below. The dynamics were similar to those for
adjusted operating profit, with growth in Events & Exhibitions and the benefit of reduced Corporate
costs more than offset by decreases in Cash OI in Consumer Media and Property Information.
Adjusted operating profit
Depreciation
Amortisation not arising on business combinations
Capital expenditure
Cash operating income
Full Year
2023
£m
55
15
3
(19)
54
Full Year
2022
£m
59
16
4
(18)
62
Growth/
(contraction)4
(7)%
(7)%
(35)%
+4%
(13)%
Amounts are rounded to the nearest million pounds. Consequently, totals may not equal the sum of the component integers.
For footnotes, please see page 34.
8
Principal risks and uncertainties
The principal risks are reviewed by DMGT’s Audit & Risk Committee (‘A&RC’) once a year and the
Directors confirm that they have completed an assessment of the Group’s principal risks and reviewed
the risk management processes. To support this, the A&RC has a rolling cycle throughout the year of
deep-dive reviews of the principal risks and risk registers of the operating companies.
An additional distinct process occurred during the year to identify and assess climate-related risks. For
more information, please see the ‘Climate-related financial disclosures’ section on pages 12 to 18.
Climate-related risks were considered by the operating companies and A&RC and, whilst there is not a
stand-alone climate-related principal risk at the Group level, the climate-related risks identified are
aligned with the principal risks, notably the risk of market disruption to print media and physical
events.
The Group’s risks are categorised as either strategic or operational. Strategic risks are linked to the
Group’s strategic priorities and impact the whole Group. Operational risks are those arising from the
execution of the business functions and typically impact one or more of the principal businesses. There
have been no changes to the principal risks this year.
Strategic risks
Risk
Market disruption
Failure to anticipate and respond
to market
and
migration may affect demand for
DMGT’s products and services and
its ability to achieve long-term
growth.
disruption
successfully
Success of new product launches
and internal investments
A lack of innovation or failure to
evolve DMGT’s products and
may
services
compromise their appeal. Some
may fail to achieve customer
acceptance and yield expected
benefits which could result in
lower-than-expected
revenue
and/or impairment losses.
Mitigation examples
• DMGT’s executive management, supported by operating
company management
the
competitive landscape and technological developments.
Regular dialogue and in-person meetings ensure proactive,
co-ordinated responses.
teams, monitor markets,
• Analysis of the performance management dashboard for
each operating company to highlight and react to early
indicators of market disruption.
• Executive management at the Consumer Media businesses
monitor the ongoing shift from print to digital media and are
investing in digital media.
• Executive management at dmg events monitor the potential
shift from physical to virtual events and are investing to
continue to deliver market-leading events.
• The culture of the Group encourages an entrepreneurial
approach to identifying growth opportunities and new
products.
• A new innovation or business line is ringfenced, where
required, to ensure it receives autonomous execution,
dedicated talent, budget and undiluted management focus.
• Significant investments are approved by DMGT’s Investment
& Finance Committee and/or the Board.
For footnotes, please see page 34.
9
Risk
Portfolio management
The Group’s performance could
be compromised by portfolio
changes not delivering expected
benefits,
deliver
acquisition or operating targets,
and/or delay or failure in divesting
from non-core businesses at the
right time.
failure
to
and
geopolitical
Economic
uncertainty
Group performance could be
adversely
impacted by factors
beyond its control, such as the
in key
conditions
economic
markets and sectors, including UK
consumer spending, and political
uncertainty. There is currently
increased tension in the Middle
East.
Financial uncertainty
capital
performance,
Group
availability and/or liquidity could
be
by
significant movements in interest
rates, foreign currency exchange
rates, commodity prices and
general price levels.
adversely
impacted
Talent
DMGT’s ability to identify, attract,
retain and develop
the right
people for senior and business-
critical roles could impact the
Group’s performance.
Mitigation examples
• DMGT’s executive management continue to evaluate the
Group’s portfolio in order to optimise resource allocation
according to portfolio roles, business opportunities and risk-
adjusted execution.
• Proactive, detailed divestment roadmaps, including seller
due diligence and talent incentives/retention.
• Detailed due diligence for potential acquisitions and close
monitoring of post-acquisition performance.
• DMGT executive membership of the boards of associates
and investments.
• The Group’s diverse and balanced portfolio of businesses
and products reduces the overall impact of any single trend.
• The Group’s portfolio of products and services continues to
evolve, adjusting to circumstances,
including climate
change, as well as reducing reliance on carbon-focused
sectors.
• Cash flow and liquidity management scenarios are prepared
to monitor and forecast the capital available to the Group,
the Group’s liquidity and the possible cost of servicing the
Group’s debt.
• Analysis of detailed financial management information for
each operating company to highlight and react to early
indicators of movements in key financial rates and price
levels.
• Derivative financial instruments are used to manage
exposures to fluctuations in foreign currency exchange rates
and
DMGT does not use derivative
instruments other than to hedge and manage risks.
interest rates.
• DMGT’s executive management works with operating
companies’ management, advising on critical skills to
improve operational and commercial performance,
including pricing and packaging strategies, go-to-market
and sales execution and business case development and
planning.
• Local HR specialists focused on recruitment, critical skills
talent
identifying and developing
planning,
combined with central oversight of reward to ensure
competitive compensation.
internal
For footnotes, please see page 34.
10
Operational risks
Risk
Information security breach or
cyber attack
An information security breach,
including a failure to prevent or
detect a malicious cyber attack,
ransomware event, or failure in
data protection, could cause
reputational damage and financial
loss. The
and
management of an incident would
result in remediation costs and the
diversion of management time.
investigation
A breach of data protection
legislation could result in financial
penalties for the affected business
and potentially the Group.
Business continuity event
A disaster or other unexpected
event, whether natural or man-
made, could cause significant
disruption. This could affect
DMGT’s operating companies,
customers, suppliers and/or end-
markets.
operations
Reliance on key third parties
Certain third parties are critical to
the
of DMGT’s
businesses. A failure of one of the
critical third parties may cause
disruption to business operations,
to
impact
deliver products and services and
result in financial loss.
the Group’s ability
reputation
of DMGT’s
The
businesses may be damaged by
poor performance or a regulatory
breach by critical third parties,
particularly outsourced service
providers.
Mitigation examples
• DMGT’s Quarterly Security Forum provides oversight of
information security initiatives Group-wide.
• The Chief Information Security Officer reviews and
recommends actionable roadmaps to improve information
security procedures and protections at each operating
company and draws upon internal and external experts.
• Group Information Security Policy and detailed information
security standards with regular reviews reported to the
Technology Council. Periodic reviews of the standards
themselves are performed to ensure they keep pace with
best practice.
Insurance policies have been put in place for insurable
losses.
•
• All operating companies have business continuity plans in
place. The successful uninterrupted delivery of products
and services over the past few years has demonstrated the
effectiveness of these plans.
• Technology capabilities continue to be enhanced to increase
operating companies’ resilience if a business continuity
event occurs.
• The Group has insurance cover in place to help mitigate the
financial impact of business continuity events.
• Operational and financial due diligence is undertaken for
key suppliers on an ongoing basis.
• Close management of key supplier relationships including
contracts, service levels and outputs.
• Robust business continuity arrangements for the disruption
to key third parties.
• DMGT’s ownership of printing plants, whether directly or
through the proposed joint venture, reduces the Consumer
Media business’s reliance on third parties for producing
newspapers. For more information on the proposed joint
venture, please see the ‘Post balance sheet events’ section on
page 32.
For footnotes, please see page 34.
11
and
laws
operates
Risk
Compliance with
regulations
The Group
across
multiple jurisdictions and sectors.
Increasing regulation increases
the risk that the Group is not
compliant with all applicable laws
and regulations across all of the
jurisdictions in which it operates,
which could result in financial
penalties
reputational
damage.
and
Mitigation examples
• Changes in laws and regulations are monitored and potential
impacts discussed with the relevant operating company
representatives and escalated as appropriate.
• Developments in the legal and regulatory landscape are
•
reviewed by DMGT’s Audit & Risk Committee.
Implementation and monitoring of Group-wide policies to
address new legislation and regulation where applicable
(e.g. TCFD and sanctions compliance).
• Monitoring and management of relevant risks is performed
by DMGT’s Tax, Legal and Pensions sub-committees.
Increasing regulation also results
in increasing costs of compliance.
Climate-related financial disclosures (‘CFD’)
Climate change presents a risk to DMGT and its customers. Consequently, managing the risk from
climate change and supporting progress towards a greener society is a key aspect of DMGT operating
responsibly.
Good progress has been made taking steps to reduce DMGT’s greenhouse gas (‘GHG’) emissions
substantially in the future. Importantly, for the medium and long term, work is being undertaken to
extend the range of sources of GHG emissions that are included in the Group’s calculations and
disclosures. The Events & Exhibitions business and Landmark, DMGT’s largest Property Information
business, have already made emission-reduction pledges and both businesses are developing their
transition plans. The Consumer Media businesses, which generate the majority of the Group’s GHG
emissions, are also working with KPMG to develop a plan to reduce emissions substantially. The
finalisation of transition plans for Consumer Media, Events & Exhibitions and Landmark, will be major
milestones towards the development of a transition plan for the Group as a whole. For more
information, please see the ‘Energy and Carbon Reporting’ section of the Directors’ Report on pages 26
to 29.
FY 2023 is the first year that the requirements of ‘The Companies (Strategic Report) (Climate-related
Financial Disclosure) Regulations 2022’, (‘CFD Regulations’), apply to DMGT. As set out below, DMGT
has complied with the CFD Regulations.
Governance
Oversight by the Board and Audit & Risk Committee: The Board is responsible for overseeing climate-
related issues. The A&RC considered the implications of CFD Regulations at its meetings in January,
May, July, September and November 2023, as well as holding a CFD-specific meeting in March 2023.
The A&RC provided updates to the Board, including in respect of CFD, at the February, May, July,
September and November 2023 Board meetings.
Management’s role: The management teams of each operating company are responsible for managing
the impacts of climate change on their business, developing transition plans and for meeting reporting
obligations. They are also responsible for communicating any potential significant impact on financial
performance to DMGT’s Group Finance Director. DMGT’s Company Secretary is responsible for
collating regular updates to the A&RC.
For footnotes, please see page 34.
12
Risk management
The Board is accountable for effective risk management, for agreeing the principal risks facing the
Group, including emerging risks, and for ensuring they are managed successfully. For more
information, please see ‘Principal risks and uncertainties’ on pages 9 to 12.
DMGT’s holistic and comprehensive approach to assessing strategic and operating risks has considered
climate-related issues for many years. To supplement the existing processes for identifying and
managing principal risks, a specific process reflecting the CFD Regulations was implemented during
the year, to identify climate-related risks. This helped to ensure a focused approach that took into
consideration two different climate-change scenarios and the implications over specific time horizons.
Identifying, assessing and managing climate-related risks and opportunities: A thorough process was
conducted to ensure that appropriate consideration had been given to the possible implications of
climate change for each of DMGT’s operating companies. The key stages of the process were as follows:
-
- DMGT worked with third-party experts from an environmental consultancy to identify two
appropriate climate-change scenarios to consider. This included identifying planned and possible
transition changes, as well as likely physical changes, that are particularly relevant to the sectors
and locations in which DMGT’s operating companies operate. More information about the two
scenarios is included below.
In-depth workshops, facilitated by an environmental consultancy, were held and included key
personnel from each operating company. These considered likely and possible changes under each
scenario, of particular relevance to each company, over the short term (2026), medium term (2030)
and long term (2050). The possible transition changes included government policy, regulatory
requirements, technological advances, end markets, customer preferences and behaviour, supply
chains, employee preferences and behaviour, and reputational considerations. Acute and chronic
physical changes were also considered. The workshops identified possible risks and opportunities
under each scenario and over each time horizon. The significance of each possible risk was then
considered over each time horizon, by assessing the likelihood of the risk crystallising and, were it
to do so, the severity of the resulting impact in the absence of any mitigation.
- Factors and actions to help mitigate the likelihood of risks crystallising, and/or the impact of the
resulting impact were they to do so, were identified. This process identified mitigating factors
inherent within business models, mitigations already put in place and further planned mitigations.
It also identified contingency plans for actions in the event of an increase in the likelihood of risks
crystallising as well as in the event of risks actually crystallising.
- The A&RC then reviewed the process for identifying and assessing climate-related risks as well as
the resulting register of risks. The A&RC considered the significance of the risks to DMGT, on a
stand-alone basis at the operating company level as well as when aggregated across the Group, and
whether there were any omissions from the register.
Following the in-depth scenario analysis and workshops, the most significant climate-related risks were
incorporated into operating companies’ risk registers, in line with existing risk management processes.
Although the scenario analysis and risk-identification process was thorough, DMGT recognises that
there are potential wider climate-related impacts that are difficult to anticipate. For example, socio-
economic and geopolitical movements directly linked to climate change, as well as other societal
challenges that may be exacerbated by climate change.
Scenario analysis: In order to identify the possible risks and opportunities that could result from climate
change, including actions taken to reduce its severity, two climate-change scenarios were considered.
They were selected as an extreme best case and worst case and thereby adequately consider all the
alternative scenarios between. They were developed by experts from an environmental consultancy,
based on the Representation Concentration Pathways (‘RCPs’) adopted by the Intergovernmental Panel
on Climate Change (‘IPCC’).
For footnotes, please see page 34.
13
1) The first scenario presents a best case, where governments, companies and individuals act
quickly and are successful in reducing emissions and limiting climate change. The extensive
actions taken result in a raft of transition factors as government policy, markets, technology,
preferences and behaviours all change. As a result of these swift and effective actions, the
chronic and acute physical impacts of climate change are relatively limited.
This scenario is based on the IPCC’s RCP 2.6. It also incorporates the International Energy
Agency’s Announced Pledges Scenarios (‘APS’). The scenario assumes that all aspirational
targets announced by the UK government are met on time and in full, including the long-term
target of net zero by 2050, energy access goals and other national pledges. The APS includes all
recent major national announcements for 2030 targets and longer-term net zero targets in
legislation or in updated Nationally Determined Contributions (‘NDCs’). The APS assumes that
the UK fully implements the national targets to 2030 and 2050. RCP 2.6 assumes a global
temperature increase, relative to pre-industrial levels, of around 1.5-1.8°C by 2100.
2) The second scenario presents the worst case and is based on the IPCC’s RCP 8.5 pathway, which
assumes a global temperature increase, relative to pre-industrial levels, of around 4.3°C by 2100.
Under this scenario, it is assumed that no carbon-reduction measures are taken and,
consequently, there are no transition factors to consider. This scenario assumes severe impacts
on ecosystems, increased frequency and intensity of extreme weather events, rising sea levels,
and other extreme adverse physical effects of climate change.
Climate-related risks
The first table below gives an overview of the most significant climate-related risks identified and the
assessment of the materiality of each risk over different timescales in the absence of any mitigation.
The likelihood of the risk crystallising and the pre-mitigation impact if it were to do so are both
considered when assessing materiality.
The section underneath the tables below explains each of the risks as well as mitigations and their
implications for the materiality of the risks. The climate-related risks identified are aligned with the
principal risks, notably the risk of market disruption to print media and physical events.
Risk
Qualitative assessment of risk (pre mitigation)
2030
2050
2026
Advertisers avoid print media
Readers avoid print media
Reduced international travel
Virtualisation of trade events
Physical changes impact dmg events
Reputational damage
Prob.*
Mid
Low
Low
Low
Low
Low
Imp.*
High
High
Mid
Low
Low
High
Prob.*
Mid
Low
Mid
Low
Low
Low
Imp.* Prob.*
High
High
Mid
High
Low
Mid
Mid
Mid
Mid
Low
Low
High
Imp.*
Low
Low
Mid
Mid
Mid
High
* ‘Prob.’ refers to the assessment of the probability or likelihood of the risk crystallising in the absence of any
mitigation. ‘Imp.’ refers to the impact on DMGT in the absence of any mitigation.
The table below shows the proportion of DMGT’s revenues derived from different sources and is
included to inform potential exposure to the climate-related risks.
Share of Group revenues
Print advertising
Print advertising and circulation
Total advertising: print and digital
Events
For footnotes, please see page 34.
Full Year
2022
13%
40%
31%
10%
Full Year
2023
11%
36%
28%
16%
14
The proportion of revenues derived from print products is expected to decline over time. No targets
have been set for specific shares of Group revenue.
Advertisers avoid print media: There is a risk that as advertisers and advertising agencies aim to reduce
the total emissions associated with their businesses, they reduce the proportion of their advertising
budget that is allocated to print products relative to formats that are perceived to have a smaller carbon
footprint, such as online and radio advertising. DMGT’s revenues from print advertising were £108m
in the year. There is limited scope to reduce costs as print advertising revenues decrease and
consequently a substantial reduction in print advertising revenues would be expected to also have a
substantial impact on profits, subject to the timing and growth of digital advertising revenues.
The print media sector is expected to continue to experience structural decline irrespective of climate
change and consequently DMGT’s print media revenues are not expected to be material in the long term
(2050).
The Group’s media businesses, dmg media and Harmsworth Media, continue to take actions to reduce
the emissions associated with print advertising in order to mitigate this risk. They are also working
closely with advertising agencies to help them better understand the actual emissions from different
types of advertising.
Readers avoid print media: As more individuals take actions to reduce their personal carbon footprint,
there is a risk that some will stop buying paid-for newspapers or reading free newspapers. This would
adversely affect circulation revenues and, over time, print advertising revenues. DMGT’s circulation
revenues, excluding print subscriptions, were £247m in the year. Although reductions in circulation
volumes would result in some cost savings, the adverse impact on profits would be expected to be large
if there was a substantial change in readers’ behaviour.
The loyalty and demographic profile of the readership of the Group’s print brands is considered to
reduce the likelihood of this risk crystallising relative to the likelihood of advertisers changing their
budget allocations. There is limited scope to mitigate this risk other than a continued commitment to
delivering compelling editorial content. The long-term implications of this risk are not considered
material due to the ongoing decline of print media.
Reduced international travel: Exhibitors’ and visitors’ willingness and ability to travel internationally are
vital for the success of dmg events. DMGT’s revenues from Events & Exhibitions were £163m in the
year. The financial performance of the business during the Covid-19 pandemic demonstrated that
virtual events are not currently a viable alternative to physical exhibitions. A number of climate-related
transition factors could reduce international travel. These include: a desire to reduce emissions,
whether through personal choice or due to travel limits imposed by employers; increased cost of flying
due to taxes and levies; and government restrictions on flights.
The recovery, since the pandemic, of the Events & Exhibitions business’s revenues, profitability and
attendance numbers demonstrate the continued strong demand from exhibitors and visitors. The
physical events bring together suppliers and potential customers from across the relevant sector,
providing them with opportunities and facilities to meet face-to-face. This provides an efficient format
to meet counterparties from around the world in one location and, consequently, reduces the total
amount of travel that would otherwise be necessary over the course of a year. The role that physical
events can play in reducing total international travel is an important mitigating factor for this risk.
An inherent assumption made, when assessing the likelihood that exhibitors and visitors will reduce
their travel to events and exhibitions in the long term is low, is that there will be major emission-
reducing technological advances in the aviation industry by 2050.
Virtualisation of trade events: There is a risk that exhibitors and visitors develop a preference for virtual
events relative to physical events. Climate-related factors that could reduce the demand for physical
For footnotes, please see page 34.
15
events include: an increase in the number of events being disrupted or cancelled due to extreme
weather; concerns about international travel as outlined above; and concerns about the use of resources
in creating exhibitors’ stands. The experience of attending a face-to-face exhibition and associated
conferences and social functions is currently considered far superior to that offered by a virtual
alternative, as demonstrated by the recovery in physical events since the pandemic.
On the supply side, the global desire to reduce emissions will be a catalyst for technological advances
that improve the quality of virtual interactions. This could eventually result in the experience offered
by virtual events becoming as compelling as that of physical events currently. The combination of the
possible climate-related changes to both demand and supply presents a significant risk that events will
be virtualised over time. Whilst this may present some opportunities for offering hybrid physical events
combined with virtual elements, the net adverse financial impact on DMGT would be expected to be
material.
Physical changes impact dmg events: The adverse impacts of the physical effects of climate change are
expected to increase as temperatures rise. Examples include: the frequent disruption or cancellation
of events due to sandstorms, storms, wildfires and flooding deters exhibitors and visitors from
returning; reductions in the available period each year for hosting events in particularly hot countries;
and economic and political disruption in geographies where events are held, caused by elevated
temperatures, droughts, other water shortages and acute weather.
The dmg events business benefits from delivering a portfolio of shows that operate in a variety of
geographies and in a range of sectors. This helps to reduce the reliance on any one event or geography.
Also, the composition of the portfolio can be managed over time in response to this evolving risk.
Reputational damage: A risk that is common across DMGT’s businesses, in the absence of any mitigating
actions, is the substantial destruction of value that could occur in the event of their reputations being
damaged. This could result if they are considered to be: taking insufficient action to reduce their
emissions; failing to set emission-reduction targets; or missing their emission-reduction targets by a
substantial margin. The perceptions of customers and employees are considered to be particularly
important when assessing the impact of this risk, because of the implications for revenues, employee
retention and recruitment. Specific elements of the revenue risk vary from business to business.
For the Consumer Media businesses, a key factor to success is the opinion of advertisers. Advertising
revenues across all formats were £275m in the year and, as described above, there is a high flow-through
to profits. A failure to take adequate action could also adversely affect readers’ opinions of our media
brands and both circulation and digital advertising revenues.
Landmark, DMGT’s largest Property Information business, is considered a leader in its sector in
targeting emission reductions as well as advising on environmental issues. Consequently, the adverse
impact of a failure to take adequate action would be particularly significant for this business.
For dmg events, there is a risk of reputational damage if the perception of the industry is tarnished.
Physical events require extensive international travel and hotel stays by attendees as well as the erection
of temporary exhibition stands. Other event operators have also made net-zero-carbon-event pledges
but, ultimately, the risk is linked to the wider industry rather than just dmg events alone.
DMGT’s Board and management teams understand the importance of reducing DMGT’s emissions and
the actions being taken and commitments being made are considered key mitigating factors in reducing
the likelihood of this risk crystallising. For more information, please see the ‘Energy and carbon
reporting’ section on pages 26 to 29 and the ‘Key performance indicators’ section on page 8.
Other climate-related risks: There are several other climate-related risks that have been identified and
that the individual operating companies are monitoring and taking actions to mitigate. These are not
considered sufficiently material to the Group to merit detailing separately but it is considered very likely
For footnotes, please see page 34.
16
that some of them will crystallise in due course. Examples of risks that have been identified but which
may or may not crystallise are: skill gaps due to global demand for AI expertise in climate-related
technology sectors; increased costs for newsprint, energy, insurance and administration; and increased
competition from new market entrants in the Property Information sector.
Climate-related opportunities
The changes that are likely to occur as governments, societies, companies and individuals act to combat
climate change, are likely to result in opportunities for many of DMGT’s businesses. Two notable
examples are:
- Landmark and Trepp, the Property Information businesses, are particularly well placed to develop
new products and services, providing data and analytical tools that deliver insights to customers.
These could help potential buyers and lenders to understand the changing risk profile of properties
and land as the importance of environmental ratings increases, flood defences are built, the
frequency and severity of acute weather-related disasters increases, and more properties become
vulnerable and uninsurable.
- As described above, physical events provide an efficient format for participants to reduce their total
annual international travel. As a provider of market-leading events for the sectors in which it
operates, dmg events has an opportunity to benefit from the role it can play helping customers to
reduce their total emissions by ensuring its events provide comprehensive opportunities for face-
to-face interaction.
Resilience review
Following the identification of climate-related risks and opportunities under the two different climate-
change scenarios described above, the resilience of the Group’s business model and strategy was
reviewed and analysed.
DMGT is a diversified portfolio, operating in a variety of sectors and geographies and applying a range
of revenue models to monetise its products and services. For more information, please see the
‘Business model’ section on page 24. This diversification brings an inherent resilience and reduces the
likelihood of any one impact being material to the Group as a whole.
At an operating company level, the Events & Exhibitions business is considered most susceptible to the
physical impacts of climate change whilst the Property Information businesses and the digital products
within the Consumer Media portfolio are considered to be highly resilient. Although physical impacts
could adversely affect Consumer Media print products in the future, the current migration of revenues
from print to digital is expected to continue, reducing the materiality of this exposure to the Group as a
whole.
In a scenario where governments, companies and individuals act quickly and successfully to reduce
emissions and limit climate change, there are a raft of possible transition factors to consider. The
expectation is that the Property Information businesses are least likely to be adversely affected due to
their existing business models and relatively limited environmental footprint. Transition factors could
adversely affect customers’ demand for products and services, as well as the cost of providing them,
particularly physical events and print products.
The operating companies’ management teams will continue to monitor governments’ policies and
customers’ preferences closely, as well as any physical impacts of climate change. The Group’s
entrepreneurial culture encourages constant innovation and it is expected that the products and
services offered will continue to evolve with the changing landscape of transition factors and physical
impacts.
For footnotes, please see page 34.
17
Strategy and action, metrics and targets
The management teams of each operating company are responsible for identifying and implementing
strategies that both create value and ensure value is protected by taking action to mitigate or adapt to
the impacts of climate change. Enabling decision-making by the people closest to the issues, with the
closest relationships to the stakeholders affected, provides agility, resilience and flexibility in planning.
The management teams of the operating companies are overseen and supported by DMGT’s executive
management team and, ultimately, overseen by the Board.
Management teams are tasked with implementing mitigating actions where possible to help reduce the
likelihood of risks crystallising and to minimise the adverse impact if they were to crystallise. Some of
these mitigations are detailed above against the relevant climate-related risk. Similarly, management
teams are encouraged to explore the opportunities presented and invest when appropriate. A major
mitigating factor for print-related climate-related risks is that the proportion of revenues derived from
print products is expected to transition to digital over time.
A variety of metrics and, where appropriate, targets, are used to help monitor and mitigate climate-
related risks. Different metrics and targets are used by, and set for, each operating company. Notable
metrics include the advertising revenues and circulation volumes of print products; year-on-year
variances in the attendance levels at events; event venue prices and availability; risk scores associated
with event venues; and sentiment analysis of customers.
For footnotes, please see page 34.
18
Section 172 statement
The Directors of DMGT must act in accordance with a set of general duties outlined in Section 172 of the
Companies Act 2006. The directors of a company must act in the way they consider, in good faith, would
most likely promote the success of the company for the benefit of its stakeholders.
In doing this, directors must have regard, amongst other matters, to:
•
•
•
•
•
•
the likely consequences of any decision in the long term;
the interests of the company’s employees;
the need to foster the company’s business relationships with suppliers, customers and others;
the impact of the company’s operations on the community and the environment;
the desirability of the company maintaining a reputation for high standards of business conduct;
and
the need to act fairly as between members of the company.
The likely consequences of any decision in the long term
DMGT’s Board and executive management have a long-term perspective, consistent with the fourth
generation of family ownership. Organic investment opportunities are prioritised and the Group takes
a long-term approach to value creation.
DMGT’s executive management meet at least once each month with the management teams of the
operating companies to discuss performance, opportunities, risks and the implications of potential new
developments. The Board and Group executive management team interact regularly. The Group
executive management team attend Board and Committee meetings, joined by operating company
leadership teams and subject matter experts, presenting and answering questions on specific matters.
During the year, the key decisions made by the Board included:
Business review
The Board continued to review the Consumer Media businesses during the year. Matters considered
included the impact on consumers of the increased cost of living, the long-term market conditions and
the future outlook for business performance. It was decided that a restructuring of Consumer Media
was necessary to reduce the operational cost base whilst also investing in US expansion to protect and
enhance future revenue generation. Although the Board sought to ensure that employee roles were
relocated where possible, unfortunately a number of redundancies were necessary.
The Board also considered and approved a proposal to form a joint venture, combining the printing
operations of DMGT’s Consumer Media businesses with those of News UK. The proposal, which is
subject to consultation and regulatory approval, aims to establish a sustainable business model for the
future of physical national newspapers in the UK by improving efficiency in the face of declining
demand for physical formats. For more information, please see the ‘Post balance sheet events’ section
on page 32.
The Board also reviewed the outlook for Landmark, the Property Information business. This included
scenario analysis and the stress-testing of assumptions about the future volumes of property
transactions in the UK. It was decided that, in the context of the current and foreseeable market
conditions, the business’s structure and cost base were appropriate.
Dividend
The Board considered the executive management team’s assessment of the outlook for DMGT’s
performance when determining shareholder distributions. As well as business performance and
outlook, proposed dividends were considered in the context of the macroeconomic environment, the
strength of the Group’s balance sheet, maintaining a disciplined approach to capital allocation and the
interests of other stakeholders. In May 2023, it was decided that an interim dividend for FY 2023 of 6.63
pence per share be approved to be paid in three equal instalments in July 2023, October 2023 and
For footnotes, please see page 34.
19
January 2024. In November 2023, it was decided that a final dividend for FY 2023 of 2.50 pence per share
be declared.
The statutory accounts of Associated Newspapers Limited and Landmark Information Group Limited
state the matters set out in Section 172 of the Companies Act that the Directors of each company had
regard to.
The interests of the company’s employees
DMGT encourages curiosity and innovation amongst its people, and is built around a set of values that
are common across its portfolio of operating companies. DMGT’s culture combines entrepreneurism,
purpose, excellence and performance management. The Group fosters constant innovation, growth
and talent development.
Talented, motivated people are the key to DMGT’s success and the Group is committed to providing a
working environment that allows people to reach their full potential.
DMGT invests in its people, developing high-potential leaders. Leadership programmes, run at
operating company level, are designed to equip talented people with stretching experiences to
accelerate their development and realise their potential. DMGT’s employees have the chance to
develop, doing meaningful and interesting work that will stretch them, taking advantage of all the
opportunities that the Group’s portfolio of businesses can offer. DMGT’s people are supported by a
wide range of tailored local learning, training and development programmes. During FY 2023, these
courses focused on work skills, including creativity and innovation, problem solving, strategic thinking,
strengthening stakeholder relationships, project management and decision making, as well as on
specific technical skills. DMGT ensures job opportunities are open to internal candidates, with training
and mentoring offered to support promotions and internal mobility.
DMGT also offers work experience and professional development support to all its staff, including
external training and qualifications, and the opportunity to apply for additional funding for these. For
UK-based businesses, DMGT also provides an inclusive apprenticeship programme for new talent and
existing employees, with development opportunities ranging up to MBA level. This is considered a
highly effective and sustainable way to support the progression of more people in the business.
There is a suite of policies designed to promote the health and wellbeing of DMGT’s employees,
including a range of fitness and mindfulness programmes. During the year, there were numerous
examples of programmes to support employee wellbeing and good mental health, including managing
personal finances through the cost-of-living crisis, wellbeing workshops and medical support. DMGT
supports its employees to maintain a work-life balance. Policies and guidance to enable this are in place
across the Group, including special leave policies to support employees with various family
circumstances, and an Employee Assistance Programme that offers a family care service.
DMGT’s Equal Opportunities Policy is designed to comply with the Equality Act 2010 and the Equality
and Human Rights Commission Employment Statutory Code of Practice, and to promote best practice.
Managers must set an appropriate standard of behaviour, lead by example and ensure that those they
manage adhere to this policy. This policy applies to all aspects of the employee relationship. All
decisions must be based on merit. DMGT’s Human Resources Information System enables the
monitoring of the levels of diversity in the Group’s business and the promotion of an inclusive culture.
Diversity data including gender, ethnicity, race and disability is tracked across job levels and assessed
against a number of key areas, including recruitment processes, attrition and promotions. Employees
are regularly asked for their feedback on diversity and inclusion, supported with regular internal
communications on a range of activities that promote a collaborative and inclusive culture.
The DMGT Board places the highest importance on ensuring that all pension benefits are fully paid and
responsibly funded. The DMGT Board and its representatives also work closely with the trustees of the
Group’s defined benefit pension schemes to help provide financial security for many of DMGT’s former
For footnotes, please see page 34.
20
and existing employees. During the year, due to extraordinarily high rates of inflation and the strong
financial position of the schemes, the decision was taken to give members an additional one-time 5%
increase in pension payments and deferment amounts on top of the existing minimum increase.
The need to foster the company’s business relationships with suppliers, customers and others
Each business across the Group seeks to invest in relationships with its market and audience. These
relationships are considered vital to the long-term success of DMGT, nurturing mutual loyalty and
informing future product development.
Each business also works closely with its suppliers, establishing trusted long-term relationships and
recognising the importance of reliability and quality, particularly to avoid disruption to supply chains.
DMGT’s largest UK-based operating company, Associated Newspapers Limited, has published its
payment practices data, confirming that over 95% of their suppliers’ invoices were paid within 60 days
during FY 2023, consistent with The Payment Practices Code.
The impact of the company’s operations on the community and the environment
DMGT supports and encourages purpose within the communities that DMGT’s operating companies
serve, through a range of local partnerships within them and Group-wide programmes, such as the
Champions Awards.
It is important to support operating companies’ local communities as it allows DMGT’s employees to
choose a cause close to their heart. More information about DMGT’s involvement with its communities,
including Group-wide community initiatives, can be found on the company’s website (www.dmgt.com).
Group charitable donations during the year were £0.4m (FY 2022 £0.9m).
The Mail titles have a long and proud history of galvanising their readers, whether it be planting trees,
collecting litter, reducing the amount of plastic in the ocean or encouraging donations to the Mail Force
Charity. This charity has funded programmes to provide protective equipment to medical staff, as well
as laptops to children, during the Covid pandemic and, more recently, to provide support to Ukrainian
refugees.
DMGT recognises its responsibility to consider the impact on the environment of its direct operations,
as well as the indirect impact through its supply chain. The majority of energy utilisation and
greenhouse gas emissions are due to Consumer Media’s print and distribution operations, as well as
office premises. DMGT is committed to comprehensive and transparent reporting of the Group’s
environmental performance and is working with suppliers to enhance transparency, data quality and
to develop transition plans. For more information, please see the ‘Energy and carbon reporting’ section
on pages 26 to 29.
The desirability of the company maintaining a reputation for high standards of business conduct
DMGT is a responsible business that adheres to strong ethical standards with a clear, robust Code of
Conduct. DMGT requires responsible business practice and responds to the needs of its stakeholders
in several ways by:
• promoting strong governance and leadership which encourages responsible business attitudes
and actions across the Group;
• maintaining its Code of Conduct, internal governance guide and supporting Group policies and
standards;
• ensuring DMGT employees understand key legal and reputational issues through in-person
training and e-learning;
• operating effective risk management and internal controls;
• encouraging business-level participation in corporate responsibility (‘CR’) and community
support; and
• committing to editorial independence and the Editors’ Code of Practice to deliver high-quality
journalism.
For footnotes, please see page 34.
21
DMGT’s policies, as well as the Code of Conduct, safeguard the integrity of its business as well as the
welfare of its employees. For more information, please see the ‘Code of Conduct and Group policies’
section on page 24.
The need to act fairly as between members of the company
During FY 2022, Rothermere Continuation Limited (‘RCL’) acquired all of the shares in DMGT that it did
not already own and is consequently DMGT’s sole shareholder.
For footnotes, please see page 34.
22
Non-financial and sustainability information statement
DMGT aims to comply with the non-financial and sustainability reporting requirements in sections
414CA and 414CB of the Companies Act 2006. The table below, including the information it refers to, is
intended to help stakeholders understand DMGT’s position on key non-financial and sustainability
matters.
Reporting requirement
Environmental matters
Policies and standards which
govern DMGT’s approach
• Environment Policy
• Carbon footprint
Climate-related financial
disclosures
Company’s employees
Social matters
Respect for human rights
Anti-corruption
bribery matters
and
anti-
A description of the business
model
• Companies Act
requirements
• Code of Conduct
• Equal Opportunities Policy
• Health and Safety Policy
• Whistleblowing Policy
• Code of Conduct
• Modern Slavery Statement
• Privacy Policy
•
Information Security Policy
• Anti-Bribery and Corruption
Policy
• Code of Conduct
• Tax Policy
Risk management and
additional information
• Energy
and
carbon
reporting (pages 26 to 29)
• Climate-related
financial
disclosures (pages 12 to 18)
• Climate-related
financial
• Section
disclosures (pages 12 to 18)
172
(pages 19 to 22)
statement
• Directors’ Report (pages 25
to 33)
• Section
172
(pages 19 to 22)
172
(pages 19 to 22)
• Section
statement
statement
• Section
172
(pages 19 to 22)
statement
• Business model (page 24)
• Strategy (page 4)
• Section
statement
172
(pages 19 to 22)
Policy
embedding,
diligence and outcomes
due
• Code of conduct and Group
policies (page 24)
• Principal
and
uncertainties (pages 9 to 12)
financial
• Climate-related
risks
• Section
disclosures (pages 12 to 18)
172
(pages 19 to 22)
statement
• Principal
and
uncertainties (pages 9 to 12)
financial
• Climate-related
risks
disclosures (pages 12 to 18)
Description of principal risks
and impact of business activity
For footnotes, please see page 34.
23
Business model
DMGT’s market-leading businesses deliver products and solutions with engaging content. The Group
provides consumers and businesses with compelling information, analysis, insight, events, news and
entertainment. This is monetised through five revenue models: subscriptions, notably in the US
Property Information business and within Consumer Media; circulation from sales of the paid-for
newspapers; advertising in the Consumer Media products; events attendance and sponsorship
revenues, notably exhibitor fees; and revenues dependent on transaction volumes, notably of UK
properties. DMGT draws on its culture, values, talent, technology and customer and supplier
relationships in order to create, deliver and monetise its products and solutions.
Code of Conduct and Group policies
DMGT’s Code of Conduct includes standards for equal opportunities, anti-bribery, conflicts of interest
and fair competition, among other topics. It also contains clear guidance regarding equality, diversity
and inclusion. Many of the topics in the Code of Conduct are supported by detailed policies and
procedures for DMGT’s employees. In addition, stand-alone policies regarding equal opportunities,
entertainment and gifts, information security, data protection and privacy, and health and safety,
apply to DMGT employees. These policies, as well as the Code of Conduct, safeguard the welfare of
DMGT’s employees and the integrity of its business. All DMGT policies are available for employees to
access on a Group-wide Policy Microsite. Where appropriate, certain policies are also housed on the
DMGT website, www.dmgt.com, along with the Code of Conduct.
There is a rolling review programme to update DMGT policies and deliver continuous compulsory
training to reinforce compliance. Employees who have concerns regarding criminal activity, gross
misconduct and/or a breach of the Code of Conduct or supporting policies have a duty to report such
activity. Any concerns raised are reported upwards to management, to DMGT executive management
and/or to the Board as appropriate. DMGT also operates a confidential ‘Speak Up’ facility to
encourage such reports where an employee feels unable to discuss a matter internally. The Speak Up
facility is actively promoted to employees and managed externally by a specialist third party.
For and on behalf of the Board of Directors
The Viscount Rothermere
Chairman
28 November 2023
For footnotes, please see page 34.
24
Directors’ Report
Directors
The directors of the Company who were in office during the year and up to the date of signing the
financial statements, unless otherwise stated, were:
The Viscount Rothermere
K J Beatty
T G Collier
D Hopfen (appointed 12 July 2023)
A H Lane
D H Nelson
K A H Parry OBE
JP Rangaswami
Sir William G Touche Bt. (appointed 12 July 2023)
F Wallestam
No director had any material transactions with the Group other than those set out in Note 42 of the Notes
to the Accounts.
DMGT has entered into qualifying third-party indemnity arrangements for the benefit of all of its
directors, which were in force during the financial year and at the approval date of the financial
statements.
Ownership
Daily Mail and General Trust plc is a public limited company incorporated in England. The Company
has two classes of shares: Ordinary Shares, which have voting rights; and Ordinary A Shares (‘A Shares’),
which do not have voting rights. Rothermere Continuation Limited (‘RCL’) owned all of the Ordinary
Shares and all of the A Shares throughout the year.
RCL is incorporated in Jersey, in the Channel Islands, and is controlled by a discretionary trust (‘the
Trust’) which is held for the benefit of Viscount Rothermere and his immediate family. The Trust is the
ultimate controlling party of DMGT. Both RCL and the Trust are administered in Jersey. RCL and its
directors, and the Trust are related parties to the Company.
Dividends
As per Note 12 of the Notes to the Accounts, DMGT declared dividends in FY 2023 totalling £29m,
including a £5m interim dividend for FY 2022, a £9m final dividend for FY 2022 and a £15m interim
dividend for FY 2023. This compared to a total of £1,466m declared in FY 2022, including a £1,310m cash
special dividend and £110m of Cazoo shares distributed in specie.
The Board is recommending the payment on DMGT’s issued Ordinary Shares and A Ordinary Non-
Voting Shares of a final dividend in respect of FY 2023 of 2.50 pence per share, equivalent to £6m.
Employee engagement
One of the challenges of a geographically diverse organisation is ensuring that the Board and executive
management can communicate effectively with all employees. DMGT continues to enhance employee
collaboration by using platforms such as instant messaging, video conferencing, a Group-wide
microsite to share policies and information, and holding regular ‘Town Hall’ meetings, whether
virtually or in-person.
The Board recognises the importance of the contribution made by DMGT’s people. Engagement with
employees helps to attract, build and retain a high calibre of talent. Board Directors engage with
employees through a number of methods, including:
For footnotes, please see page 34.
25
• attending operating company Town Halls;
• attending the annual Community Champions Awards ceremonies;
• advising employees on specific topics at workshops;
• providing insights into Environmental, Social and Governance (‘ESG’) topics at the
Environmental Compliance catchup meetings;
• new Directors, Donata Hopfen and William Touche, had a comprehensive induction
programme that included meetings with a number of employees as well as touring the offices
of dmg media, Harmsworth Media, dmg events UK, Trepp UK and DMGT’s Head Office.
Engagement with other stakeholders
For information about engagement with customers, suppliers and others in a business relationship with
the company, please see the Section 172 statement on pages 19 to 22.
Energy and carbon reporting
DMGT has a long-standing commitment to evaluating and managing its environmental impact and has
measured and reported on its greenhouse gas (‘GHG’) emissions since 2007. Substantial progress has
been made over the past 16 years as absolute Scopes 1 and 2 emissions have been reduced by 91% from
62,000 tCO2e in FY 2007 to 5,800 tCO2e in FY 2023 and the intensity of Scopes 1 and 2 emissions has
reduced by 83% from 34.7 tCO2e per million pounds of revenue (tCO2e/£m) in FY 2007 to 5.8 tCO2e/£m
in FY 2023. Absolute Scopes 1 and 2 emissions and their intensity over the period are shown in the
graph below.
For the purposes of this report, the sources of Scopes 1 and 2 emissions included in DMGT’s footprint
were:
• Scope 1 (direct emissions): combustion of natural gas for heating purposes and printing
activities, use of diesel and gasoline in DMGT’s fleet and printing sites.
• Scope 2 (indirect emissions from the generation of purchased energy): production of electricity
imported from the grid and consumed by DMGT’s operating companies globally.
As a minimum, DMGT’s operating companies are required to comply with current regulations of the
country that they operate in and to take steps to prepare for future legislative requirements. However,
operating companies are expected to go beyond legislative requirements and further mitigate against
the negative impacts from their activities wherever possible. DMGT’s most significant environmental
impact comes from the printing facilities in its Consumer Media business.
DMGT is committed to comprehensive and transparent reporting of its environmental performance.
The baseline year for DMGT’s carbon emissions is 2019 and the Group uses an operational control
consolidation approach. The data supporting the carbon footprint is collated and independently
reviewed by an environmental consultancy. The results of the footprint have not been audited by a
third-party assurance company.
For footnotes, please see page 34.
26
- 10.0 20.0 30.0 - 10,000 20,000 30,000 40,000 50,000 60,000 70,000FY07FY08FY09FY10FY11FY12FY13FY14FY15FY16FY17FY18FY19FY20FY21FY22FY23Line:Emissions intensity (tCO2e / £m)Bars:Absolute emissions (tCO2e)Scopes 1 and 2:absolute emissions and emissions intensity
The footprint is developed in accordance with the GHG Protocol Corporate Accounting and Reporting
Standards, and the methodology is also in line with HMG Environmental Reporting Guidelines.
Emission factors used are predominantly sourced from the UK government’s GHG reporting conversion
factors 2023. Other data sources are used for the emissions factors for the electricity consumed in non-
UK operations. This report is in alignment with the requirements of the Streamlined Energy & Carbon
Reporting (‘SECR’) regulation for UK businesses.
In addition to its Scopes 1 and 2 emissions, DMGT has historically chosen to also monitor and report on
some indirect emissions that result from its business activities, known as Scope 3 emissions. The
calculation of Scope 3 emissions during FY 2023 includes the outsourced delivery of newspapers and
air travel for business purposes, consistent with the basis in prior years. DMGT recognises, however,
that there are many more sources of Scope 3 emissions across the full value chain of its businesses’
activities. The Group and its operating companies are currently in the process of identifying and
quantifying these additional Scope 3 emissions and consequently the full range of Scope 3 emissions is
not included in this report.
The current expectation is that the calculation of Scope 3 emissions in FY 2024 will include a far more
comprehensive range of sources, such as materials used in print products and the third-party hosting
of digital products, resulting in the reporting of a substantially larger total. It is also expected that to
provide meaningful context, the historic comparative figures will be recalculated, including the use of
estimates, to include the same sources of Scope 3 emissions as in the FY 2024 calculation. Transition
plans to reduce emissions are currently being developed with the help of external consultancies. These
plans are intended to take a comprehensive approach, including the additional sources of Scope 3
emissions that have not been reported previously.
DMGT’s FY 2023 carbon footprint, which covers the period from 1 October 2022 to 30 September 2023,
totalled 13,900 tCO2e, including the limited sources of Scope 3 emissions described above. Emissions
from UK operations amounted to 12,300 tCO2e, accounting for 88% of global emissions. The table below
shows the footprint and energy use for FY 2023, by scope. For the purposes of comparability, the FY
2021 and FY 2022 figures have been restated to be consistent with the businesses and operations in the
portfolio during FY 2023, notably the addition of Yopa.
(in
consumption
Gross GHG emissions
tCO2e)
Scope 1
Scope 2
Scope 3
Scopes 1+2+3
Energy
MWh)
Scope 1
Scope 2
Scopes 1+2
GHG emissions intensity (in
tCO2e/£m)
Scopes 1+2
Scopes 1+2+3
(in
FY 2023
FY 2022
FY 2021
Global*
900
4,900
8,100
13,900
UK only
900
4,300
7,100
12,300
Global*
1,400
6,500
6,700
14,600
UK only
1,400
5,900
6,000
13,300
Global*
1,000
6,700
6,300
14,000
UK only
1,000
6,100
6,200
13,200**
FY 2023
FY 2022
FY 2021
Global*
4,900
22,300
27,200
UK only
4,900
20,700
25,600
Global*
7,400
32,100
39,500
UK only
7,400
30,500
37,900
Global*
5,500
30,300
35,800
UK only
5,100
28,700
33,800
FY 2023
FY 2022
FY 2021
Global*
5.8
13.9
UK only
6.6
15.7
Global*
8.1
15.0
UK only
8.9
16.2
Global*
8.7
15.8
UK only
9.1
17.0
* Global figures include the UK
** All figures are rounded to the nearest hundred tCO2e. Consequently, totals may not appear to agree to the sum
of the components.
There was a decrease in DMGT’s energy consumption and Scope 1 and 2 emissions in the year compared
to FY 2022. The reduction in scope 2 emissions was achieved despite a 7% increase in the CO2e factor
for UK electricity, as set by the UK’s Department for Business, Energy & Industrial Strategy. Gross GHG
emissions from Scopes 1 and 2 reduced by 27% in comparison to FY 2022, whilst the intensity of Scopes
1 and 2 GHG emissions reduced by 28% to 5.8 tCO2e per million pounds of revenue. Early in the financial
For footnotes, please see page 34.
27
year, the Group’s largest office, Northcliffe House in London, was vacated in order to be refurbished.
A substantial portion of Northcliffe House was sub-let to other tenants whereas the temporary offices
are less than half the size of Northcliffe House. Consequently, energy consumption and associated
emissions in FY 2023 were significantly lower than previous years. The reductions in emissions were
also partly due to the closure of the Portsmouth printing plant in July 2022.
During FY 2023, the Consumer Media business made changes at its Dinnington printing plant to reduce
emissions. These included improved insulation and temperature management systems, to reduce gas
consumption, as well as the installation of LED lighting systems and a more energy efficient vacuum
system used in the newspaper distribution process, to reduce electricity consumption. A more energy-
efficient air conditioning system was installed in the main office of Landmark, the UK-based Property
Information business, during the year and new LED lighting was installed in Landmark’s main office as
well as smaller offices.
The Events & Exhibitions business not only took steps to reduce its own footprint, including
undertaking show-specific audits of emissions, but has developed content and launched exhibitions to
assist the energy sector to decarbonise and to transition to renewables. Carbon Capture Canada was
held in September 2023 and the Global Energy Transition Congress and Exhibition is scheduled to be
held in Milan in July 2024, whilst the Canadian Hydrogen Convention held in April 2023 was the first
major exhibition and conference in North America to be fuelled by hydrogen.
DMGT aims to reduce its impact on the environment and energy consumption across its offices and
printing facilities through implementing operational efficiency enhancements and building
modifications. The Group also recognises the environmental benefit of refurbishing properties to avoid
new construction and Northcliffe House, which is being refurbished currently, is targeted to be rated
as ‘outstanding’ by the Building Research Establishment Environmental Assessment Methodology
(‘BREEAM’).
During the year, progress was made identifying software systems to support operating companies’
emissions calculations and manage their journeys towards substantial reductions in emissions.
Similarly, to help improve the quality and granularity of emissions data and develop the planning and
delivery of reductions in emissions, KPMG is providing advice and support to the Consumer Media
businesses and employee roles have been added within Property Information and Events & Exhibitions.
The Consumer Media businesses are working closely with the UK’s Advertising Association and major
customers to improve understanding of the environmental impact of advertising and how this varies
across different print and digital products. Following a global review and targeted reduction in the
number of programmatic auction partners that the businesses work with, the carbon emissions
associated with programmatic advertising on websites and apps have been reduced.
The Consumer Media businesses, with support from KPMG, are in the process of increasing the range
of sources of Scope 3 emissions that are monitored and will be reported on for FY 2024, to provide
comprehensive coverage, and are also working with KPMG to develop a plan to reduce emissions
substantially. As Consumer Media accounts for the majority of the Group’s emissions, the enhanced
visibility and plan are expected to be major steps towards DMGT delivering further significant
reductions in its emissions over time. Also, by providing expert coverage of climate change and
possible ways of reducing and mitigating future GHG emissions, DMGT’s New Scientist publication has
an important role to play in the education of others.
Landmark, DMGT’s largest Property Information business, has signed the UK environmental industry’s
‘Pledge to Net Zero’, a partner of the United Nations’ ‘Race to Zero’ campaign. The pledge recognises
the need for those in the environmental sector to demonstrate leadership and take strong actions to
mitigate the most significant impacts of climate change. Landmark has published interim targets and
is currently formulating its transition plan to reduce Scope 1 and 2 emissions, relative to its 2019
baseline, by 90% by 2030 and to reduce Scope 3 emissions by 42% by 2030 and by 90% by 2050. As a
For footnotes, please see page 34.
28
major provider of environmental information about UK properties, the business has an important role
to play publishing research and providing thought-leadership on practical steps to delivering a net zero
carbon economy.
The Events & Exhibitions business, dmg events, has signed the ‘Net Zero Carbon Events’ pledge,
administered by Joint Meetings Industry Council (‘JMIC’), the body that represents the combined
interests of major international Meetings Industry associations. The pledge commits dmg events to
delivering a net zero organisation by 2050 and to halving its carbon emissions by 2030. Good progress
was made during the year building the strategy and transition plan to deliver on this pledge and the
roadmap is scheduled to be published in December 2023. The selection of dmg events by the UAE
government as the organiser of the Blue Zone for the COP 28 conference is also testament to the
business’s commitment to reducing emissions.
As well as focussing on GHG emissions, further steps were taken to reduce the overall environmental
impact of DMGT’s products and operations. Notable examples include the development of sustainable
stands for exhibitors to use at dmg events’ major shows and the use of compostable wrap for New
Scientist magazines.
Reducing the Group’s emissions on a like-for-like basis and delivering on its environmental
commitments is considered to be particularly important and a failure to do so could have substantial
adverse consequences. For more information, please see the ‘Climate-related financial disclosures’
section on pages 12 to 18.
Financial risk management
The Group is exposed to credit, interest rate and currency risks arising in the normal course of business.
Derivative financial instruments are used to manage exposures to fluctuations in foreign currency
exchange rates and interest rates but are not employed for speculative purposes.
Financial uncertainty remains one of DMGT’s principal risks. Please see the ‘Principal risks and
uncertainties’ section on pages 9 to 12 for more information. Note 32 of the Notes to the Accounts sets
out the Group’s approach to managing financial risk and explains the financial instruments that are
used.
Going concern
A description of the Group’s business activities, financial position, cash flows, liquidity position,
committed facilities and borrowing position, together with the factors likely to affect its future
development and performance, is set out in the Strategic Report and in the Notes to the Accounts.
The Directors’ assessment of the Group and Company’s ability to continue as going concerns includes
consideration of cash flow forecasts for the Group and the committed borrowing and debt facilities of
the Group which were in place as at 30 September 2023. These forecasts include consideration of future
trading performance, working capital requirements and the wider economy and included the modelling
of a number of downside scenarios.
Taking account of the downside scenarios, the cash position and existing committed facilities, the
Directors are satisfied that it is appropriate to adopt the going concern basis in preparing the Annual
Report as they have a reasonable expectation that the Group and Company have adequate resources for
a period of at least 12 months from the date of approval of these accounts to 31 December 2024.
Corporate governance
Strong and rigorous governance is essential to the way DMGT operates. It is promoted by the Board and
cascades throughout the Group. It is a key factor in DMGT’s ability to achieve growth in a profitable,
responsible and sustainable manner.
For footnotes, please see page 34.
29
DMGT’s governance framework sets out clear parameters for decision-making. This is achieved
through delegated authorities, together with clear policies and standards, which ensure decisions are
made by the appropriate body and that there is clear accountability to the DMGT Board. Day-to-day
management of DMGT is the responsibility of DMGT’s own executive management team and of the
executive management of the operating companies. The Board Committees include the Investment &
Finance Committee (‘I&FC’), the Remuneration & Nominations Committee (‘R&NC’) and the Audit &
Risk Committee (‘A&RC’).
The I&FC evaluates the benefits and risks of investment opportunities and financing proposals up to a
value threshold. The I&FC provides regular updates to the Board including monitoring returns on
investments made and progress against agreed targets. There are also Legal, Pensions and Tax sub-
committees of the I&FC. The R&NC plays a key role in ensuring that DMGT attracts and retains talented
people. Long-term incentive awards are an important part of the remuneration packages of managers,
consistent with DMGT’s long-term approach to value creation.
The A&RC encourages and seeks to safeguard high standards of integrity and conduct in financial
reporting and internal control. It also reviews significant business risks to the Group, including
financial risk, operational risk and compliance risk. The A&RC oversees the Group’s assessment of
climate-related risks and opportunities.
DMGT operates a ‘three lines of defence’ model. The first line is that each operating company is
responsible for ensuring that they have established a robust financial reporting process and an
appropriate level of internal control and risk systems. The second line is that DMGT’s executive
management review the completeness and accuracy of financial reporting, risk assessments and
reporting, as well as the adequacy of internal controls and risk mitigation plans. Executive
management are supported by appropriate functional teams, including finance, information
technology, legal, insurance and tax. The third line is that the Group Assurance function provides
independent and objective assurance on the robustness of the financial reporting process, the
effectiveness of internal controls and the risk management framework. The Group Assurance function
undertakes an agreed programme of internal independent assurance reviews. The function sources
external expertise as required. Group Assurance seeks to comply with relevant professional standards,
notably those issued by the Chartered Institute of Internal Auditors, and to ensure independence from
management, the Group Assurance Director reports directly to the chairman of the A&RC.
The A&RC also meets regularly and separately with the External Auditor, Group Assurance Director,
Group Finance Director and Company Secretary, without other executive management being present,
to help ensure the adequacy and robustness of the financial reporting process. The A&RC as a whole
has competence relevant to the sectors in which DMGT operates, as well as in financial instruments
and property transactions, providing an effective level of challenge to management. Kevin Parry, A&RC
Chairman, is a former senior audit partner, a former chief financial officer and has extensive
experience as an audit committee chairman. David Nelson, A&RC member, is a partner of an
accounting practice. William Touche, A&RC member, is a former senior partner and vice chair of
Deloitte LLP, where he specialised in the TMT and consumer sectors. All three are designated as
financial experts with competence in accounting and auditing.
Wates Principles
DMGT applied each of the six Wates Corporate Governance Principles for Large Private Companies (the
‘Wates Principles’) throughout the year, as set out below.
Purpose and leadership: DMGT aims to generate long-term sustainable value by delivering excellent
products and services to its customers. For information about the Group’s business model and value
drivers, please see page 24. For information about DMGT’s strategy, please see the ‘Strategy and
outlook’ section on page 4. For information about the importance of DMGT’s culture and engagement
with employees, as well as other stakeholders, please see the ‘Employee engagement’ section on pages
25 and 26 and the Section 172 statement on pages 19 to 22.
For footnotes, please see page 34.
30
Board composition: The Board was strengthened during the year by the appointment of two new
independent non-executive directors in July 2023. Donata Hopfen brings extensive experience in the
field of digital-media strategy and has held various senior management, CEO and supervisory board
positions at Axel Springer, BILD, Modern Times Group and Deutsche Football Liga. William Touche is
a former Senior Partner and Vice Chair at Deloitte LLP where he specialised in the TMT and consumer
sectors. He led Deloitte’s global boardroom program and UK Deloitte Academy and is an advisor to
several development-stage technology companies.
DMGT considers diversity in its broadest sense when reviewing the Board’s composition. The directors
represent a range of relevant backgrounds, including media, data science, software and digital content.
Maintaining this broad range of appropriate skills, including specific-sector experience, will continue
to be a factor in Board succession planning.
The Board is chaired by Lord Rothermere, who was also CEO for the first half of FY 2023. Consistent
with the recommendations of the Wates Principles, consideration was given to the separation of the
roles of Chairman and CEO. Tim Collier was appointed DMGT CEO on 14 March 2023. Tim played a
key role transforming DMGT as Chief Financial Officer in the five years from May 2017 to April 2022
and, more recently, as a non-executive director.
The Board’s five independent non-executive directors play a vital role in ensuring balanced decision-
making and offering constructive challenge.
The A&RC reviews its effectiveness annually, including a questionnaire completed by Committee
members, and the review confirmed that the Committee is effective at meeting its objectives and the
needs of the Group.
Director responsibilities: The Board continues to maintain corporate governance practices that provide
clear lines of accountability and responsibility to support effective decision-making. The practices were
reviewed by the Chairman and Company Secretary during the year to ensure that they remain fit for
purpose. As explained above, the Board continues to make use of committees, the A&RC, I&FC and
R&NC. These committees facilitate the consideration of specific matters, such as financial reporting,
risk, investments and remuneration, by individual members with appropriate skills and experience.
Committees draw on the expertise of third parties to inform their decision making and the membership
of independent non-executive directors helps to ensure that there is constructive challenge during the
decision-making process. Extensive and robust internal processes are in place to help ensure the
integrity of the information provided to the Board and its committees. The adequacy and effectiveness
of these processes is reviewed regularly. For more information, please see the Section 172 statement
on pages 19 to 22 and the explanation of the ‘three lines of defence’ model above, in respect of financial
reporting and risk management.
Opportunity and risk: DMGT has a long-standing track record for creating and sustaining value for the
long-term. This has been achieved through disciplined and opportunistic investment within acceptable
risk parameters. DMGT’s culture encourages innovation and entrepreneurism and the I&FC dedicates
a substantial proportion of its efforts to deciding where best to allocate the Group’s available capital.
The Group has robust processes and control systems in place to identify and manage risk, with clearly
defined responsibilities and oversight from the A&RC, as explained above. For more information on
the key risks that DMGT faces, please see the ‘Principal risks and uncertainties’ section on pages 9 to 12.
For more information on climate-related risks and opportunities, please see the ‘Climate-related
financial disclosures’ section on pages 12 to 18. For more information on investment and the
importance of DMGT’s culture, values and stakeholders to value creation, please see the Section 172
statement on pages 19 to 22.
Remuneration: The Board’s R&NC aims to structure remuneration packages which attract, motivate and
retain talent, drive the right behaviours and pay at competitive market rates. The R&NC considers that
For footnotes, please see page 34.
31
a successful remuneration policy needs to be sufficiently flexible to take account of commercial
demands and changing market practices whilst encouraging long-term sustainable value creation. The
R&NC sets and structures remuneration for directors and senior management directly. It also delegates
authority for setting and structuring remuneration of less senior employees within clearly defined
parameters and authorisation limits. The R&NC regularly reviews remuneration structures to ensure
they are aligned to the relevant business’s strategy and the Group’s strategy. Effective accountability to
shareholders is achieved by Lord Rothermere chairing the R&NC.
Stakeholder relationships and engagement: As explained in the ‘Strategy’ section on page 4, strong and
effective stakeholder relationships are key to DMGT’s future success. In particular, DMGT’s future is
dependent on the Group’s talented employees delivering excellent products and services to its
customers. For more information on relationships and engagement with stakeholders, please see the
Section 172 statement on pages 19 to 22 and the ‘Employee engagement’ section on pages 25 and 26.
Post balance sheet events
As per Note 43 of the Notes to the Accounts, the only significant event between the balance sheet date
and date of approval of these financial statements, other than relatively minor acquisitions and
disposals, was the proposal of a joint venture.
The proposed joint venture, which is subject to consultation, would combine the newspaper printing
operations of dmg media and News UK in Great Britain. The proposal is to retain Newsprinters’ three
current sites in Broxbourne, Knowsley and Eurocentral and to close dmg media’s Thurrock and
Dinnington sites. The proposal would help to improve the efficiency of print operations and establish
a sustainable business model for the future of national newspaper printing in the UK. The joint venture
would operate independently, with its own senior leadership team. dmg media will retain ownership
of the Carn print site in Northern Ireland, which is unaffected by the proposal and will operate as
normal.
Both dmg media and News UK are engaging with the relevant regulatory authorities, including the
Competition and Markets Authority. Until these regulatory processes are complete, the dmg media
printing business and News UK’s Newsprinters remain separate and independent and will continue to
do so.
The proposal is limited to printing operations and does not represent closer working between News UK
and dmg media on media, editorial or commercial activity.
Statement of Directors’ responsibilities
The directors are responsible for preparing the Annual Report and the financial statements in
accordance with applicable law and regulation.
Company law requires the directors to prepare financial statements for each financial year. Under that
law the directors have prepared the Group financial statements in accordance with UK-adopted
international accounting standards and the company financial statements in accordance with United
Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards, comprising
FRS 101 “Reduced Disclosure Framework”, and applicable law).
Under company law, 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 company and of the profit or loss
of the Group for that period. In preparing the financial statements, the directors are required to:
•
•
select suitable accounting policies and then apply them consistently;
state whether applicable UK-adopted international accounting standards have been followed for
the Group financial statements and United Kingdom Accounting Standards, comprising FRS 101
have been followed for the company financial statements, subject to any material departures
disclosed and explained in the financial statements;
For footnotes, please see page 34.
32
• make judgements and accounting estimates that are reasonable and prudent; and
• prepare the financial statements on the going concern basis unless it is inappropriate to
presume that the Group and company will continue in business.
The directors are responsible for safeguarding the assets of the Group and company and hence for
taking reasonable steps for the prevention and detection of fraud and other irregularities.
The directors are also responsible for keeping adequate accounting records that are sufficient to show
and explain the Group’s and company’s transactions and disclose with reasonable accuracy at any time
the financial position of the Group and company and enable them to ensure that the financial
statements comply with the Companies Act 2006.
The directors are responsible for the maintenance and integrity of the company’s website. Legislation
in the United Kingdom governing the preparation and dissemination of financial statements may differ
from legislation in other jurisdictions.
Directors’ confirmations
Each of the directors, whose names and functions are listed in this Directors’ Report confirm that, to
the best of their knowledge:
•
•
•
the Group financial statements, which have been prepared in accordance with UK-adopted
international accounting standards, give a true and fair view of the assets, liabilities, financial
position and profit of the Group;
the company financial statements, which have been prepared in accordance with United
Kingdom Accounting Standards, comprising FRS 101, give a true and fair view of the assets,
liabilities and financial position of the company; and
the Strategic Report includes a fair review of the development and performance of the business
and the position of the Group and company, together with a description of the principal risks
and uncertainties that it faces.
In the case of each director in office at the date the directors’ report is approved:
•
•
so far as the director is aware, there is no relevant audit information of which the Group’s and
company’s auditors are unaware; and
they have taken all the steps that they ought to have taken as a director in order to make
themselves aware of any relevant audit information and to establish that the Group’s and
company’s auditors are aware of that information.
For and on behalf of the Board of Directors
The Viscount Rothermere
Chairman
28 November 2023
For footnotes, please see page 34.
33
Notes to the Strategic Report and Directors’ Report
The Strategic Report and Directors’ Report include footnotes in respect of ‘Statutory’, ‘Adjusted’ and ‘Pro
forma net debt’.
These are explained below. The numbering corresponds to that used in both the Strategic Report and
Directors’ Report.
1 The statutory results are audited IFRS, as adopted by the UK, figures before any adjustments. Statutory
revenue, operating profit and profit before tax figures are for continuing operations only and exclude
discontinued operations, namely the Insurance Risk segment that was disposed of in September 2021
and the Energy Information segment that was disposed of in November 2019.
2 The Board and management team use adjusted results, rather than statutory results, to give greater
insight to the financial performance of the Group and the way that it is managed. Similarly, adjusted
results are used in setting management remuneration. Adjusted results are stated before exceptional
items, other gains and losses, impairment of goodwill and intangible assets, amortisation of intangible
assets arising on business combinations, pension finance credits, the cost of foreign exchange options
relating to the December 2021 cash special dividend and fair value adjustments. For reconciliations of
statutory profit before tax to adjusted profit before tax and supporting explanations, see pages 35 to 38.
3 The actual net debt position as at 30 September 2023 was £114m including £28m of lease liabilities in
respect of the adoption of IFRS 16, the lease accounting standard. The lease liabilities largely reflect
the future operating costs of renting office space and are not considered a component of net debt when
the Board reviews the Group’s available capital. Consequently, they are excluded from pro forma net
debt. The pro forma net debt and pro forma net debt:EBITDA ratio as at 30 September 2023 were £86m
and 1.1x respectively. For bank covenant purposes, net debt is calculated on a pre-IFRS 16 basis,
excluding IFRS 16 lease liabilities, consistent with DMGT’s pro forma net debt.
The pro forma net debt of £86m includes gross cash of £71m, £146m of bond debt and £11m net debt in
respect of loan notes, derivatives and collateral. Gross cash includes cash, cash equivalents and short-
term deposits, net of overdrafts.
4 Growth/(contraction) percentages are calculated on actual numbers to one decimal place.
The average £:US$ exchange rate for the year was £1:$1.23 (FY 2022 £1:$1.28). The closing rate as at 30
September 2023 was $1.22, compared to $1.12 as at 30 September 2022.
34
Adjusted results; statutory profit before tax (‘PBT’) reconciliation to adjusted PBT
The Board and management team use adjusted results, rather than statutory results, as the primary
basis for providing insight into the financial performance of the Group and the way it is managed.
Similarly, adjusted results are used in setting management remuneration. Adjusted results exclude
certain items which, if included, could distort the understanding of the comparative performance of
the business during the year.
The tables on pages 37 and 38 show the adjustments between statutory profit before tax and adjusted
profit before tax, by business, for both FY 2023 and FY 2022.
The explanation for each type of adjustment is as follows:
1) Exceptional operating costs: businesses occasionally incur exceptional costs, including
severance and consultancy fees, in respect of a reorganisation that is incremental to normal
operations. These are excluded from adjusted results. A materiality threshold of £3m (FY 2022
£5m) has been set for exceptional items unless there was continuation of an activity previously
disclosed as exceptional. During FY 2023, a past service cost and a past service credit were
incurred in respect of changes to the pension schemes’ liabilities and assets. These resulted
from a decision to increase members’ pension payments and deferment amounts and from
some members exiting the main scheme. The current expectation is that DMGT will not make
further contributions to the schemes and that these items have not and will not impact the
Group’s financial position. Consequently, they have been excluded from adjusted results.
2) Intangible impairment and amortisation: when acquiring businesses, the premium paid relative
to the net assets on the balance sheet of the acquired business is classified as either goodwill or
as an intangible asset arising on a business combination and is recognised on DMGT’s balance
sheet. This differs to organically developed businesses where assets such as employee talent
and customer relationships are not recognised on the balance sheet. Impairment and
amortisation of intangible assets and goodwill arising on acquisitions are excluded from
adjusted results as they relate to historical M&A activity and future expectations rather than the
trading performance of the business during the period. Software, including products, is also
recognised as an intangible asset on the balance sheet but the ongoing amortisation of software
is similar to the depreciation of tangible assets and is an everyday cost of doing business, so is
included in both statutory and adjusted results.
3) Gain on sale or purchase of assets: the Group makes gains or losses when disposing of
businesses, for example deferred consideration from the June 2019 disposal of Landmark’s
German business, On-geo, resulted in a gain in FY 2023. These items are excluded from adjusted
results as they reflect the value created since the business was formed or acquired rather than
the operating performance of the business during the period. Similarly, the gains or losses made
by joint ventures or associates when disposing of businesses are excluded from adjusted results.
4) Adjusting finance items: the finance credit on defined benefit pension schemes is a formulaic
calculation that does not necessarily reflect the underlying economics associated with the
relevant pension assets and liabilities. It is effectively a notional credit and is excluded from
adjusted results. Also, in FY 2022, foreign exchange options were bought to hedge US$600m of
the Group’s cash balances into sterling in anticipation of the substantial special dividend that
was paid later in that period. The cost of buying the options for the highly unusual special
dividend is excluded from the adjusted results. Other items that are excluded from adjusted
results include changes in the fair value of certain financial instruments, notably mark-to-
market movements on interest rate cap derivatives, and changes to future acquisition
payments. They are considered to be unrelated to the ongoing cost of doing business. The
share of joint ventures’ and associates’ tax charges is included in the statutory profit before tax
35
but, since it is a tax charge, is excluded from adjusted profit before tax. The share of joint
ventures’ and associates’ interest charges is reclassified to financing costs in the adjusted
results.
36
Reconciliation: Statutory profit to adjusted profit – FY 2023
£ millions
Note
CMA
PIB
E&EC
CCD
Statutory operating (loss)/profit
Exceptional operating costs
Intangible impairment and amortisation
JVs & associates’ other gains, interest and tax
Exclude JVs & associates
Adjusted operating profit/(loss)
(40.3)
65.2
14.5
19.3
-
5.0
20.3
-
0.7
(50.0)
19.2
0.7
1
2
3, 4
39.4
24.3
21.0
(30.1)
54.6
Sub-
Total
(50.7)
84.4
20.9
JV&AE
(19.4)
-
17.6
0.1
(1.7)
£ millions
Note
CMA
PIB
E&EC
CCD
JV&AE
FCF
Statutory PBT
Gain on sale or purchase of assets
Operating profit adjustments (∞ above)
Adjusting finance items
Adjusted PBT
3
1, 2
4
(32.5)
(7.8)
79.7
-
39.4
36.2
(16.9)
5.0
-
24.3
20.3
-
0.7
-
21.0
(48.7)
(1.3)
19.9
-
(30.1)
(19.4)
(0.1)
17.6
0.2
(1.7)
31.5
-
-
(43.7)
(12.2)
Notes:
The figures in the Note column above correspond with explanations of the adjustments given on pages 35 and 36.
• A CM = Consumer Media, B PI = Property Information, C E&E = Events and Exhibitions, D CC = Corporate costs,
E JV&A = Joint ventures and associates, F FC = Financing costs
37
DMGT
Group
(70.1)
84.4
38.5
0.1
1.7
54.6
DMGT
Group
(12.6)
(26.1)
122.9
(43.5)
40.7
∞
∞
Total ∞
£ millions
Note
CMA
PIB
E&EC
CCD
Reconciliation: Statutory profit to adjusted profit – FY 2022
Statutory operating profit
Exceptional operating costs
Intangible impairment and amortisation
JVs & associates’ other gains, interest and tax
Exclude JVs & associates
Adjusted operating profit
£ millions
Statutory PBT
Gain on sale or purchase of assets
Operating profit adjustments (∞ above)
Adjusting finance items
Adjusted PBT
1
2
3, 4
Note
3
1, 2
4
15.0
22.4
14.6
26.8
0.4
5.3
8.2
-
0.7
(91.7)
57.1
-
Sub-
Total
(41.7)
79.9
20.6
JV&AE
(45.3)
-
39.0
0.4
(5.9)
52.0
32.5
8.9
(34.6)
58.8
CMA
14.1
0.9
37.0
-
52.0
PIB
E&EC
CCD
JV&AE
FCF
34.1
(7.3)
5.7
-
32.5
8.2
-
0.7
-
8.9
(67.3)
(24.4)
57.1
-
(34.6)
(45.3)
(0.1)
39.0
0.5
(5.9)
(3.9)
-
-
(9.7)
(13.6)
DMGT
Group
(87.0)
79.9
59.6
0.4
5.9
58.8
DMGT
Group
(60.1)
(30.9)
139.5
(9.2)
39.3
∞
∞
Total ∞
Notes:
The figures in the Note column above correspond with explanations of the adjustments given on pages 35 and 36.
• A CM = Consumer Media, B PI = Property Information, C E&E = Events and Exhibitions, D CC = Corporate costs,
E JV&A = Joint ventures and associates, F FC = Financing costs
38
Independent auditors’ report to the members of Daily Mail and General
Trust plc
Report on the audit of the financial statements
Opinion
In our opinion:
• Daily Mail and General Trust plc’s Group financial statements and Company financial
statements (the “financial statements”) give a true and fair view of the state of the Group’s
and of the Company’s affairs as at 30 September 2023 and of the Group’s profit and the
Group’s cash flows for the year then ended;
• the Group financial statements have been properly prepared in accordance with UK-
adopted international accounting standards as applied in accordance with the provisions of
the Companies Act 2006;
• the Company financial statements have been properly prepared in accordance with United
Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards,
including FRS 101 “Reduced Disclosure Framework”, and applicable law); and
• the financial statements have been prepared in accordance with the requirements of the
Companies Act 2006.
We have audited the financial statements, included within the Annual Report and Consolidated
Financial Statements (the “Annual Report”), which comprise: the Consolidated and Company
Statements of Financial Position as at 30 September 2023; the Consolidated Income Statement,
the Consolidated Statement of Comprehensive Income, the Consolidated and Company
Statements of Changes in Equity, and the Consolidated Cash Flow statement for the year then
ended; and the notes to the financial statements, which include a description of the significant
accounting policies.
Our opinion is consistent with our reporting to the Audit & Risk Committee.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs
(UK)”) and applicable law. Our responsibilities under ISAs (UK) are further described in the
Auditors’ responsibilities for the audit of the financial statements section of our report. We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Independence
We remained independent of the Group in accordance with the ethical requirements that are
relevant to our audit of the financial statements in the UK, which includes the FRC’s Ethical
Standard, as applicable to listed public interest entities, and we have fulfilled our other ethical
responsibilities in accordance with these requirements.
To the best of our knowledge and belief, we declare that non-audit services prohibited by the
FRC’s Ethical Standard were not provided.
Other than those disclosed in Note 5, we have provided no non-audit services to the Company
in the period under audit.
39
Our audit approach
Overview
Audit scope
• Our audit included full scope audits of eight components and audit procedures performed
centrally over specific material balances around the Group. We scoped our audit at a
business level, and our full scope components are within the Consumer Media, Events and
Exhibitions and Property Information divisions.
• Our full scope audits accounted for 76% of the Group’s external revenue.
Key audit matters
• Impairment of intangible assets and goodwill (Group)
• Carrying value of shares in Group undertakings (parent)
Materiality
• Overall Group materiality: £9,900,000 (2022: £9,700,000) based on 1% of Group's revenue.
• Overall Company materiality: £14,500,000 (2022: £14,800,000) based on 1% of Total assets.
• Performance materiality: £7,425,000 (2022: £7,200,000) (Group) and £10,875,000 (2022:
£11,100,000) (Company).
The scope of our audit
As part of designing our audit, we determined materiality and assessed the risks of material
misstatement in the financial statements.
Key audit matters
Key audit matters are those matters that, in the auditors’ professional judgement, were of most
significance in the 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) identified by
the auditors, including 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. These
matters, and any comments we make on the results of our procedures thereon, 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.
This is not a complete list of all risks identified by our audit.
Accounting for deferred tax, which was a key audit matter last year, is no longer included
because a consistent methodology for recognition and measurement of deferred tax assets has
been applied. Otherwise, the key audit matters below are consistent with last year.
Key audit matter
Impairment of intangible assets and
goodwill (Group)
Refer to Notes 19 and 20 in the Group
financial statements.
The Group has £196.0 million (2022:
£201.5 million) of goodwill and a further
£72.7 million (2022: £79.4 million) of
other
the
Consolidated Statement of Financial
intangible
assets
on
How our audit addressed the key audit matter
As part of our audit of the Directors’ impairment
assessments (for both goodwill and intangible
assets), with support
internal
valuations experts, we audited the impairment
indicator assessment in relation to intangible
asset balances and future cash flow forecasts
and the process by which they were drawn up in
relation to goodwill. This included comparing
from our
40
Position at 30 September 2023. There
has been an
impairment charge
recorded of £8.4 million (2022: £8.8
million) against goodwill for businesses
in the Consolidated
which remain
Statement of Financial Position at 30
September 2023.
the
relates,
impairment
Goodwill must be assessed annually for
impairment. All other intangible assets
held are reviewed for impairment when
indicator has been
an
identified. For the groups of CGUs to
which
the
goodwill
determination of
recoverable
amount, being the higher of value in use
(VIU) and fair value less costs of
disposal (FVLCD), requires judgement
and estimation by management. This is
the determination of a
because
recoverable
includes
management’s consideration of key
internal inputs and external market
conditions such as future cash flows,
long-term growth
the
determination of the most appropriate
discount rate. There is a risk that if
these cash flows do not meet the
Directors’ expectations, some of these
assets may be impaired. Therefore, we
considered it to be a key audit matter.
rates, and
amount
them to the latest Board approved five-year
plan, and testing the mathematical accuracy of
the assessments, as well as assessing that the
methodology applied was compliant with IAS 36
‘Impairment of Assets’.
-
-
and profit
For the impairment assessment of goodwill and
intangible assets allocated to the material
individual lowest level CGUs, we tested all key
assumptions, including:
revenue
assumptions
included within the future forecasts, by
considering
independent third-party
support available and the impact of
external market factors, along with the
impact of climate change built into the
future cash flow forecasts;
the long-term growth rates in the
forecasts by comparing
to
historical results, market data, and
economic and industry forecasts using
our valuation expertise;
the discount rate by comparing the cost
the Group with
of
capital
comparable
and
assessing the specific risk premium
applied to the business using our
valuation expertise; and
the Directors’ potential bias by
performing our own sensitivity analysis
on key assumptions, particularly those
driving underlying cash flows.
organisations,
them
for
-
-
We assessed the completeness and accuracy of
the related disclosures in Note 19 and Note 20,
the sensitivities provided, and
including
considered them to be reasonable.
The
impairment charge recorded for goodwill is
reasonable. For those assets where the Directors
determined that no impairment was required
and that no additional sensitivity disclosures
were necessary, we found that these judgements
were supported by reasonable assumptions that
would require significant downside changes
before any material impairment was necessary.
Carrying value of shares in Group
undertakings (parent)
Refer to Notes 2 and 8 to the Notes to the
Company Statement of Financial
Position.
For each discounted cash flow prepared for the
relevant undertakings, with support from our
internal valuations experts, we have verified the
mathematical integrity of management’s value
41
in use calculations, as well as testing all key
assumptions, including:
-
-
-
nominal
cash flow projections by considering
the historical accuracy of forecasts
against actual performance;
the
long-term
(decline)/growth rates by comparing
them to historical results and industry
forecasts; and
the discount rates applied in the models
by comparing the cost of capital for the
Group with comparable organisations
and assessing the specific risk premium
applied to each business using our
valuation expertise.
reasonable
impact of
Where applicable, we have performed an
independent sensitivity analysis to understand
the
in
management’s assumptions on the available
headroom. We also considered the implied
multiples of the individual CGUs and the
business as a whole in comparison to available
external market data.
changes
reversal
As a result of our work, we challenged the
triggers identified for both impairment and
the
impairment
impairment charge and
to be
appropriate and that the remaining carrying
values of the shares in undertakings held by the
Company are supportable in the context of the
Company financial statements taken as a whole.
consider
reversal
and
in Group undertakings of
Shares
£1,337.7 million (2022: £1,350.2 million)
are accounted for at cost less any
provision
the
Company Statement of Financial
Position at 30 September 2023.
impairment
for
in
Shares in Group undertakings are tested
for impairment or impairment reversal
indicators. If such indicators exist, the
recoverable amounts of the shares in
Group undertakings are estimated in
order to determine the extent of the
impairment loss or reversal, if any. The
key assumptions included in those
estimates include cash flow projections,
nominal
(decline)/growth
rates and discount rates of the CGUs.
long-term
result of
Management’s annual investment in
subsidiaries
assessment,
indicator
performed as per the requirements of
IAS 36 ‘Impairment of assets’, identified
a trigger in the DMGH and DMGB
investments as a
the
challenging macroeconomic conditions
the Property Information
affecting
division, as well as a reversal in the
impairment conditions which had
the
caused
comparative period in the Events and
Exhibitions
total
division.
impairment charge recognised in the
period was £32.3 million (2022: £1,572.6
million) and an impairment reversal of
£19.8 million (2022: £nil) against the
Company’s investment in DMGB and
DMGH respectively.
impairment
The
an
in
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to be able to give
an opinion on the financial statements as a whole, taking into account the structure of the
Group and the Company, the accounting processes and controls, and the industry in which
they operate.
The Group’s business activities are split into three operating divisions: Consumer Media,
Events and Exhibitions and Property Information. We scoped our audit at the business level,
with divisional consolidation adjustments audited at the Group level. Within Consumer Media,
Events and Exhibitions, Property Information and Head Office we identified eight businesses,
for which we instructed our component teams to complete an audit of their complete financial
information, either due to their relative size or risk. These businesses are located in the United
42
Arab Emirates and the United Kingdom. Our full scope audits accounted for 76% of the Group’s
revenue.
At the Group level, we also carried out analytical and other audit procedures on specific
material line items across the Group.
Where the work was performed by component auditors, we determined the level of
involvement we needed to have in the audit work at those locations to be able to conclude
whether sufficient appropriate audit evidence had been obtained as a basis for our opinion on
the Group financial statements as a whole. We issued formal, written instructions to
component auditors setting out the work to be performed by each of them and maintained
regular communication throughout the audit cycle.
These interactions included attending component clearance meetings and holding regular
conference calls, as well as reviewing and assessing matters reported. The Group engagement
team also reviewed selected audit working papers for all components.
This, together with audit procedures performed at the Group level (including procedures over
impairment of goodwill and intangibles, material head office entities, tax, pensions and
consolidation adjustments), gave us the evidence we needed for our opinion on the Group
financial statements as a whole.
The impact of climate risk on our audit
As part of our audit we made enquiries of management to understand the extent of the
potential impact of climate risk on the Group’s and Company’s financial statements, and we
remained alert when performing our audit procedures for any indicators of the impact of
climate risk. Our procedures did not identify any material impact as a result of climate risk on
the Group’s and Company’s financial statements.
Materiality
The scope of our audit was influenced by our application of materiality. We set certain
quantitative thresholds for materiality. These, together with qualitative considerations, helped
us to determine the scope of our audit and the nature, timing and extent of our audit
procedures on the individual financial statement line items and disclosures and in evaluating
the effect of misstatements, both individually and in aggregate on the financial statements as
a whole.
Based on our professional judgement, we determined materiality for the financial statements
as a whole as follows:
Overall
materiality
How we
determined it
Rationale for
benchmark
applied
Financial statements - Group
£9,900,000 (2022: £9,700,000).
Financial statements - Company
£14,500,000 (2022: £14,800,000).
1% of Group's revenue
1% of Total assets
We considered the most appropriate
benchmark on which to calculate
materiality was the Group's revenue.
the
Following
Group’s equity, we have updated our
revenue as an
benchmark
appropriate metric
both
that
generates a materiality threshold
the delisting of
to
is not profit-
The Company
oriented. Total assets is used as the
the Company’s
benchmark as
to hold
principal activity
investments,
and
debtors’ balances. We have applied
a 1% rule of thumb suggested by
ISAs (UK) as the Company is a
is
creditors’,
43
public interest entity. Our prior
year materiality for the Company
was calculated on the same basis.
the
and
appropriate for the delisted Group
structure and reflects a metric that
primary readers of the financial
statements
Group’s
operations are interested in. We have
applied a 1% rule of thumb suggested
by ISAs (UK) as the Company is a
public interest entity. Our prior year
materiality for the Company was
calculated on the same basis.
For each component in the scope of our Group audit, we allocated a materiality that is less than
our overall Group materiality. The range of materiality allocated across components was
between £1.6 million and £8.9 million. Certain components were audited to a local statutory
audit materiality that was also less than our overall Group materiality.
We use performance materiality to reduce to an appropriately low level the probability that
the aggregate of uncorrected and undetected misstatements exceeds overall materiality.
Specifically, we use performance materiality in determining the scope of our audit and the
nature and extent of our testing of account balances, classes of transactions and disclosures,
for example in determining sample sizes. Our performance materiality was 75% (2022: 75%) of
overall materiality, amounting to £7,425,000 (2022: £7,200,000) for the Group financial
statements and £10,875,000 (2022: £11,100,000) for the Company financial statements.
In determining the performance materiality, we considered a number of factors - the history
of misstatements, risk assessment and aggregation risk and the effectiveness of controls - and
concluded that an amount in the middle of our normal range was appropriate.
We agreed with the Audit & Risk Committee that we would report to them misstatements
identified during our audit above £0.50 million (Group audit) (2022: £0.48 million) and £0.70
million (Company audit) (2022: £0.70 million) as well as misstatements below those amounts
that, in our view, warranted reporting for qualitative reasons.
Conclusions relating to going concern
Our evaluation of the directors’ assessment of the Group's and the Company’s ability to
continue to adopt the going concern basis of accounting included:
• We assessed the directors’ going concern cash flow projections, agreeing them to the latest
Board approved forecasts which have factored in estimated cash outflows over the going
concern assessment period to 30 September 2025;
• We evaluated the future cash flows with reference to historical trading performance and
market expectations from industry or economic reports. We have also ensured that the cash
flow assumptions used in the directors’ going concern assessment are consistent with other
areas of significant accounting judgement, such as the assumptions applied in the Group’s
goodwill impairment assessment;
• We tested the available committed debt facilities, including checking that the key terms
were applied appropriately in the going concern assessment related to the maturity dates
of available committed debt facilities and covenant requirements;
• We considered the base case and severe but plausible scenarios applied. We considered
their likelihood and whether more severe scenarios could arise and the associated impact
on available liquidity and compliance with covenant requirements and levels of headroom;
• We considered the likelihood of events arising that could erode liquidity or impact
compliance with covenant requirements within the forecast period;
44
• We assessed the performance of the Group since year end and compared it with the Board
approved cash flow forecast; and
• We read the basis of preparation note (Note 1 to the financial statements) and validated that
it accurately described management’s going concern considerations.
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's and the 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 auditing the financial statements, we have concluded that the directors’ use of the going
concern basis of accounting in the preparation of the financial statements is appropriate.
However, because not all future events or conditions can be predicted, this conclusion is not a
guarantee as to the Group's and the Company's ability to continue as a going concern.
Our responsibilities and the responsibilities of the directors with respect to going concern are
described in the relevant sections of this report.
Reporting on other information
The other information comprises all of the information in the Annual Report other than the
financial statements and our auditors’ report thereon. The directors are responsible for the
other information. Our opinion on the financial statements does not cover the other
information and, accordingly, we do not express an audit opinion or, except to the extent
otherwise explicitly stated in this report, any form of assurance 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 an apparent material inconsistency or
material misstatement, we are required to perform procedures to conclude whether there is a
material misstatement of 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 this other information, we are required to report that fact. We have nothing
to report based on these responsibilities.
With respect to the Strategic report and Directors' Report, we also considered whether the
disclosures required by the UK Companies Act 2006 have been included.
Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us
also to report certain opinions and matters as described below.
Strategic report and Directors’ Report
In our opinion, based on the work undertaken in the course of the audit, the information given
in the Strategic report and Directors' Report for the year ended 30 September 2023 is consistent
with the financial statements and has been prepared in accordance with applicable legal
requirements.
In light of the knowledge and understanding of the Group and Company and their environment
obtained in the course of the audit, we did not identify any material misstatements in the
Strategic report and Directors' Report.
45
Responsibilities for the financial statements and the audit
Responsibilities of the directors for the financial statements
As explained more fully in the Statement of Directors’ responsibilities, the directors are
responsible for the preparation of the financial statements in accordance with the applicable
framework and for being satisfied that they give a true and fair view. The directors are also
responsible for such internal control as they determine is necessary to enable the preparation
of financial statements that are free from material misstatement, whether due to fraud or
error.
In preparing the financial statements, the directors are responsible for assessing the Group’s
and the 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 the Company or to cease operations, or have no realistic
alternative but to do so.
Auditors’ 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
auditors’ 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.
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.
Based on our understanding of the Group and industry, we identified that the principal risks
of non-compliance with laws and regulations related to data protection, including the General
Data Protection Regulation (GDPR) and the proposed ePrivacy Regulation, libel legislation and
EU Market Abuse Regulation, and we considered the extent to which non-compliance might
have a material effect on the financial statements. We also considered those laws and
regulations that have a direct impact on the financial statements such as the Companies Act
2006 and tax compliance. We evaluated management’s incentives and opportunities for
fraudulent manipulation of the financial statements (including the risk of override of controls),
and determined that the principal risks were related to posting inappropriate journal entries
to increase revenue and management bias in accounting estimates. The Group engagement
team shared this risk assessment with the component auditors so that they could include
appropriate audit procedures in response to such risks in their work. Audit procedures
performed by the Group engagement team and/or component auditors included:
• Discussions with management, internal audit and the Group’s internal legal counsel,
including consideration of potential instances of non-compliance with laws and regulation
and fraud;
• Review and assessment of matters reported through the Directors' Litigation Report,
bribery, fraud, whistleblowing and internal controls review reports;
• Review of internal audit reports insofar as they related to the financial statements;
• Challenging assumptions and judgements made by directors, in particular in relation to,
but not limited to, areas identified in the key audit matters below; and
46
• Identifying and testing the validity of journal entries based on specific risk criteria, in
particular any journal entries posted with unusual financial statement line item
combinations.
There are inherent limitations in the audit procedures described above. We are less likely to
become aware of instances of non-compliance with laws and regulations that are not closely
related to events and transactions reflected in the financial statements. Also, the risk of not
detecting a material misstatement due to fraud is higher than the risk of not detecting one
resulting from error, as fraud may involve deliberate concealment by, for example, forgery or
intentional misrepresentations, or through collusion.
Our audit testing might include testing complete populations of certain transactions and
balances, possibly using data auditing techniques. However, it typically involves selecting a
limited number of items for testing, rather than testing complete populations. We will often
seek to target particular items for testing based on their size or risk characteristics. In other
cases, we will use audit sampling to enable us to draw a conclusion about the population from
which the sample is selected.
A further description of our responsibilities for the audit of the financial statements is located
on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part
of our auditors’ report.
Use of this report
This report, including the opinions, has been prepared for and only for the Company’s
members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for
no other purpose. We do not, in giving these opinions, accept or assume responsibility for any
other purpose or to any other person to whom this report is shown or into whose hands it may
come save where expressly agreed by our prior consent in writing.
Other required reporting
Companies Act 2006 exception reporting
Under the Companies Act 2006 we are required to report to you if, in our opinion:
• we have not obtained all the information and explanations we require for our audit; or
• adequate accounting records have not been kept by the Company, or returns adequate for
our audit have not been received from branches not visited by us; or
• certain disclosures of directors’ remuneration specified by law are not made; or
• the Company financial statements are not in agreement with the accounting records and
returns.
We have no exceptions to report arising from this responsibility.
Appointment
Following the recommendation of the Audit & Risk Committee, we were appointed by the
members on 4 February 2015 to audit the financial statements for the year ended 30 September
2015 and subsequent financial periods. The period of total uninterrupted engagement is 9
years, covering the years ended 30 September 2015 to 30 September 2023.
Other matter
As required by the Financial Conduct Authority Disclosure Guidance and Transparency Rule
4.1.14R, these financial statements form part of the ESEF-prepared annual financial report
filed on the National Storage Mechanism of the Financial Conduct Authority in accordance
47
with the ESEF Regulatory Technical Standard (‘ESEF RTS’). This auditors’ report provides no
assurance over whether the annual financial report has been prepared using the single
electronic format specified in the ESEF RTS.
Philip Stokes (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
28 November 2023
48
Financial Statements
Consolidated Income Statement
For the year ended 30 September 2023
CONTINUING OPERATIONS
Revenue
Adjusted operating profit
Exceptional operating costs
Amortisation and impairment of acquired intangible assets arising on business combinations and
impairment of goodwill
Operating loss before share of results and impairment of joint ventures and associates
Share of results of joint ventures and associates
Impairment of carrying value of associates and loans to associates
Total operating loss
Other gains and losses
Loss before investment revenue, net finance expense and tax
Investment revenue
Finance expense
Finance income
Net finance income/(expense)
Loss before tax
Tax
Loss after tax from continuing operations
DISCONTINUED OPERATIONS
Profit from discontinued operations
PROFIT/(LOSS) FOR THE YEAR
Attributable to:
Owners of the Company
Non‐controlling interests*
Profit/(loss) for the year
Daily Mail and General Trust plc Annual Report 2023
Year ended
30
September
2023
£m
Year ended
30
September
2022
£m
Note
3
997.4
974.0
3, (i)
3
3
4
7
7
8
9
10
10
11
18
37
38
54.6
(84.4)
(20.9)
(50.7)
(1.9)
(17.5)
(70.1)
26.0
(44.1)
58.8
(79.9)
(20.6)
(41.7)
(6.4)
(38.9)
(87.0)
30.8
(56.2)
2.7
2.8
(18.8)
47.6
28.8
(12.6)
4.4
(8.2)
12.5
4.3
6.1
(1.8)
4.3
(30.4)
23.7
(6.7)
(60.1)
(85.6)
(145.7)
11.6
(134.1)
(133.8)
(0.3)
(134.1)
*All attributable to continuing operations.
(i) Adjusted operating profit is defined as total operating profit/(loss) from continuing operations before share of results and impairment of joint ventures and
associates and impairment of loans to joint ventures and associates, exceptional operating costs, impairment of goodwill and intangible assets, amortisation
of acquired intangible assets arising on business combinations and impairment of property, plant and equipment.
49
Financial Statements
Financial Statements
Consolidated Statement of Comprehensive Income
For the year ended 30 September 2023
Note
37
37
38
37
24, 37
37
37
10, 37
8, 37
37
Year ended
30
September
2023
£m
4.3
Year ended
30
September
2022
£m
(134.1)
(210.7)
4.0
0.7
62.7
7.4
271.3
‐
(0.2)
(95.0)
(646.0)
(135.9)
(469.9)
5.1
(0.2)
‐
1.7
(0.9)
5.7
(5.9)
0.4
(0.3)
(6.4)
5.8
(6.4)
(130.2)
(476.3)
(125.9)
(610.4)
(124.8)
(1.1)
(125.9)
(138.4)
12.5
(125.9)
(137.3)
(1.1)
(138.4)
(609.9)
(0.5)
(610.4)
(622.0)
11.6
(610.4)
(621.5)
(0.5)
(622.0)
Profit/(loss) for the year
Items that will not be reclassified to Consolidated Income Statement
Actuarial (loss)/gain on defined benefit pension schemes
Receipt in respect of prior period pension payment
Foreign exchange differences on translation of foreign operations of non‐controlling interests
Tax relating to items that will not be reclassified to Consolidated Income Statement
Fair value movement of financial assets through Other Comprehensive Income
Total items that will not be reclassified to Consolidated Income Statement
Items that may be reclassified subsequently to Consolidated Income Statement
Gain/(loss) on hedges of net investments in foreign operations
Costs of hedging
Costs of hedging recycled to Consolidated Income Statement on currency swap termination
Translation reserves recycled to Consolidated Income Statement on disposals
Foreign exchange differences on translation of foreign operations
Total items that may be reclassified subsequently to Consolidated Income Statement
Other comprehensive loss for the year
Total comprehensive loss for the year
Attributable to:
Owners of the Company
Non‐controlling interests
Continuing operations
Discontinued operations
Total comprehensive loss for the year from continuing operations attributable to:
Owners of the Company
Non‐controlling interests
50
Daily Mail and General Trust plc Annual Report 2023
Consolidated Statement of Changes in Equity
For the year ended 30 September 2023
Note
37, 38
37, 38
£m
29.3
‐
‐
‐
36, 37
(0.5)
At 1 October 2021
Loss for the year
Other comprehensive loss for
the year
Total comprehensive loss for
the year
Cancellation of A Ordinary Non‐
Voting Shares
Dividends
Cazoo dividend in specie
Transfers
Own shares released on
exercise of share options
Credit to equity for share‐based
payments
Settlement of exercised share
options
Deferred tax on other items
recognised in equity
At 30 September 2022
Profit/(loss) for the year
Other comprehensive
(loss)/income for the year
Total comprehensive
(loss)/income for the year
Issue of share capital
Dividends
Capital reduction
Non‐controlling interest arising
on acquisition
At 30 September 2023
12, 37
12, 24, 37
37
37
37
35, 37
37, 38
37, 38
38
12, 37
37
38
0.5
28.9
Translation
reserve
£m
6.9
‐
Equity
attributable
to owners of
the Company
£m
3,083.6
(133.8)
Retained
earnings
£m
3,044.1
(133.8)
Non‐
controlling
interests
£m
(1.5)
(0.3)
Total
equity
£m
3,082.1
(134.1)
(6.4)
(469.7)
(476.1)
(0.2)
(476.3)
(6.4)
(603.5)
(609.9)
(0.5)
(610.4)
Own
shares
£m
(35.5)
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
0.5
‐
5.7
(28.9)
‐
(1,356.4)
(109.8)
(3.3)
(1,356.4)
(109.8)
(3.3)
‐
6.6
58.8
58.8
(62.7)
(62.7)
(4.4)
(4.4)
‐
‐
‐
‐
‐
‐
‐
‐
933.9
1,002.5
6.1
6.1
(2.0)
(1.8)
‐
(1,356.4)
(109.8)
(3.3)
6.6
58.8
(62.7)
(4.4)
1,000.5
4.3
(136.6)
(130.9)
0.7
(130.2)
5.7
(130.5)
(124.8)
(1.1)
(125.9)
‐
‐
‐
‐
‐
(19.2)
39.3
‐
(19.2)
‐
‐
‐
1.8
‐
‐
1.2
1.8
(19.2)
‐
1.2
6.2
823.5
858.5
(0.1)
858.4
‐
‐
‐
6.6
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
Called‐up
share
capital
Share
premium
account
Capital
redemption
reserve
£m
17.8
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
£m
21.0
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
28.8
17.8
21.5
‐
‐
‐
‐
‐
‐
‐
28.8
‐
‐
‐
‐
‐
(17.8)
‐
‐
‐
‐
‐
‐
‐
(21.5)
‐
‐
51
Financial Statements
Financial Statements
Consolidated Statement of Financial Position
At 30 September 2023
ASSETS
Non‐current assets
Goodwill
Other intangible assets
Property, plant and equipment
Right of use assets
Investments in joint ventures
Investments in associates
Financial assets at fair value through Other Comprehensive Income
Trade and other receivables
Other financial assets
Derivative financial assets
Retirement benefit assets
Deferred tax assets
Current assets
Inventories
Trade and other receivables
Current tax receivable
Other financial assets
Cash and cash equivalents
Total assets
LIABILITIES
Current liabilities
Trade and other payables
Current tax payable
Borrowings
Lease liabilities
Provisions
Non‐current liabilities
Borrowings
Lease liabilities
Derivative financial liabilities
Provisions
Deferred tax liabilities
Total liabilities
Net assets
52
At 30
September
2023
£m
At 30
September
2022
£m
Note
19
20
21
22
23
23
24
26
27
32
33
35
25
26
30
27
28
29
30
31
31
34
31
31
32
34
35
196.0
72.7
43.1
33.6
1.4
16.1
83.6
0.6
15.6
8.9
775.9
30.0
1,277.5
47.8
164.9
0.1
1.9
71.6
286.3
201.5
79.4
50.2
31.3
1.3
34.7
62.8
1.3
15.9
11.9
1,009.2
31.4
1,530.9
27.7
247.1
‐
5.1
53.0
332.9
1,563.8
1,863.8
(349.0)
(3.1)
(0.7)
(9.7)
(42.5)
(405.0)
(146.9)
(18.4)
(12.7)
(10.6)
(111.8)
(300.4)
(705.4)
(354.3)
(4.2)
(0.7)
(7.3)
(74.7)
(441.2)
(194.6)
(21.5)
(19.5)
(2.2)
(184.3)
(422.1)
(863.3)
858.4
1,000.5
Daily Mail and General Trust plc Annual Report 2023
Consolidated Statement of Financial Position
At 30 September 2023
SHAREHOLDERS’ EQUITY
Called‐up share capital
Share premium account
Share capital
Capital redemption reserve
Translation reserve
Retained earnings
Equity attributable to owners of the Company
Non‐controlling interests
At 30
September
2023
£m
At 30
September
2022
£m
28.8
‐
28.8
‐
6.2
823.5
858.5
(0.1)
858.4
28.8
17.8
46.6
21.5
0.5
933.9
1,002.5
(2.0)
1,000.5
Note
36
37
37
37
37
38
The financial statements of DMGT plc (Company number 184594) on pages 49 to 135 were approved by the Directors and authorised for issue on 28 November
2023. They were signed on their behalf by
The Viscount Rothermere
Director
53
Financial Statements
Financial Statements
Consolidated Cash Flow Statement
For the year ended 30 September 2023
Cash generated from/(used in) operations
Taxation paid
Taxation received
Net cash generated from/(used in) operating activities
Investing activities
Interest received
Dividends received from joint ventures and associates
Dividends received from financial assets held at fair value through Other Comprehensive Income
Purchase of property, plant and equipment and right of use assets
Expenditure on internally generated intangible fixed assets
Expenditure on other intangible assets
Purchase of financial assets held at fair value through Other Comprehensive Income
Proceeds on disposal of property and plant and equipment
Purchase of businesses and subsidiary undertakings, net of cash acquired
Collateral posted on Treasury derivatives
Purchase of option over equity instrument arising on acquisition of associate
Investment in joint ventures and associates
Loans advanced to joint ventures and associates
Proceeds on disposal of businesses and subsidiary undertakings
Proceeds on disposal of joint ventures and associates
Release from escrow
Net cash generated from investing activities
Financing activities
Equity dividends paid
Issue of shares by Group companies to non‐controlling interests
Net payment on settlement of share options
Interest paid on borrowings
Premium paid on options
Bonds repaid
Settlement of derivatives
Loan notes issued
Amounts received on sublease receivable
Interest paid on lease liabilities
Repayments of lease liabilities
Net cash used in financing activities
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Exchange (loss)/gain on cash and cash equivalents
Net cash and cash equivalents at end of year
54
Year ended 30
September
2023
£m
113.0
(8.2)
0.3
105.1
0.9
0.6
1.9
(15.5)
(2.8)
(0.3)
(11.2)
9.1
1.9
3.2
(0.2)
(2.0)
‐
17.3
0.9
‐
Year
ended 30
September
2022
£m
(369.7)
(7.5)
0.7
(376.5)
0.4
1.2
1.8
(13.5)
(4.3)
‐
(7.7)
0.1
(1.5)
4.1
‐
(3.4)
(3.8)
7.7
16.9
120.7
3.8
118.7
(19.2)
1.8
‐
(14.8)
‐
(46.8)
‐
1.4
‐
(1.0)
(7.2)
(85.8)
23.1
52.3
(4.5)
70.9
(1,356.4)
‐
(56.1)
(16.8)
(7.2)
‐
(12.9)
‐
3.5
(0.9)
(17.3)
(1,464.1)
(1,721.9)
1,745.2
29.0
52.3
Note
14
23
9
21, 22
20
20
24
8
16
15
32
23
17
8
38
10
13
13
15
15
15
28
15
15, 28
Financial Statements
Financial Statements
Notes to the accounts
1 Basis of preparation
DMGT plc is a company incorporated and domiciled in the United Kingdom. The address of the registered office is Northcliffe House, 2 Derry Street, London, W8
5TT.
These financial statements have been prepared in accordance with UK adopted international accounting standards and with the requirements of the Companies
Act 2006 as applicable to companies reporting under these standards.
These financial statements have been prepared for the year ended 30 September 2023.
Other than the Daily Mail, The Mail on Sunday, Metro and the ‘i’ businesses whose accounts have been prepared to 1 October 2023, the Group prepares accounts
for a year ending on 30 September. The Daily Mail, The Mail on Sunday, Metro and the ‘i’ businesses prepare financial statements for a 52 or 53 week period,
ending on a Sunday near to the end of September and do not prepare additional financial statements corresponding to the Group's financial year for consolidation
purposes as it would be impracticable to do so. The Group considers whether there have been any significant transactions or events between the end of the
financial year of these businesses and the end of the Group's financial year and makes any material adjustments as appropriate.
The significant accounting policies used in preparing this information are set out in Note 2.
The Group's financial statements incorporate the financial statements of the Company and all of its subsidiaries together with the Group's share of all of its interests
in joint ventures and associates. The financial statements have been prepared on the historical cost basis, except for derivative financial instruments, hedged items,
equity investments, contingent consideration, put options and the pension scheme surplus all of which are measured at fair value.
The Group presents the results from discontinued operations separately from those of continuing operations. An operation is classed as discontinued if it has been,
or is in the process of being disposed and represents either a separate major line of business or a geographical area of operations, or is part of a single coordinated
plan to dispose of a separate major line of business or exit a major geographical area of operations.
All amounts presented have been rounded to the nearest £0.1 million, unless otherwise stated.
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 Financial Review and
the Strategic Report.
As set out in Notes 31 and 32 to the financial statements, the Company has long‐term financing in the form of bonds and meets its day to day working capital
requirements through cash balances and committed bank facilities which expire in May 2027.
The Directors have reassessed the principal risks facing the Group and determined that there are no material uncertainties to disclose. In making their assessment
of the Group’s ability to continue as a going concern, the Directors have considered the projected performance of the Group and its financial resources after taking
account of severe but plausible changes in trading performance. This assessment indicates that the Group is expected to operate as a going concern.
The Directors’ assessment of the Group and Company’s ability to continue as going concerns includes consideration of cash flow forecasts for the Group and the
committed borrowing and debt facilities of the Group which were in place at 30 September 2023.
These forecasts include consideration of future trading performance, working capital requirements and the wider economy and include the modelling of a number
of severe but plausible scenarios. The base case scenario reflects assumptions of minimal growth in 2024 as described in the Strategic Report.
The severe but plausible scenarios considered include the following:
The UK housing market continuing to operate at volumes below the floor of a functioning market in the Property Information segment;
A reduction in circulation revenues and increases in newsprint prices offset by cost saving initiatives in the Consumer Media segment; and
Delays to new launches in the Events and Exhibitions segment.
Accordingly, the Consolidated Financial Statements have been prepared on a going concern basis as the Directors have a reasonable expectation that the Group
has adequate resources for a period of at least 12 months from the date of approval of these financial statements.
55
Daily Mail and General Trust plc Annual Report 2023
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
years presented, unless otherwise stated.
The following new standards and/or amendments are effective 1 October 2022, but have not had significant impact on the Group’s results on the Consolidated
Financial Statements:
Amendments to IAS 16, Property, Plant and Equipment, Proceeds before Intended Use.
Amendments to IAS 37, Provisions Contingent Liabilities and Contingent Assets, Onerous Contracts ‐ Cost of Fulfilling a Contract.
Annual Improvements to IFRS Standards 2018‐2020 cycle.
Amendments to IFRS 3, Business Combinations ‐ Reference to the Conceptual Framework.
The Group has not yet adopted certain new standards, amendments and interpretations to existing standards, which have been published but are not yet effective.
These new pronouncements are listed below:
Amendments to IAS 1, Presentation of Financial Statements, and IFRS Practice Statement 2, Making Materiality Judgements ‐ effective 1 October 2023.
Definition of Accounting Estimates (Amendments to IAS 8, Accounting Policies, Changes in Accounting Estimates and Errors) ‐ effective 1 October 2023.
Amendments to IAS 12, Income Taxes ‐ effective 1 October 2023.
Amendments to IFRS 17, Insurance Contracts ‐ effective 1 October 2023.
Amendments to IAS 7 and IFRS 7, Supplier Finance Arrangements ‐ effective 1 October 2024.
Amendments to IAS 21, the Effects of Changes in Foreign Exchange Rates – effective 1 October 2025.
IFRS S1, General Requirements for Disclosure of Sustainability‐related Financial Information – effective 1 October 2024.
IFRS S2, Climate‐related Disclosures – effective 1 October 2024.
The above amendments will not have a significant impact on the Group’s Consolidated Financial Statements.
Business combinations
The acquisition of subsidiaries and businesses is accounted for using the acquisition method. The consideration for each acquisition is measured at the
aggregate of fair values of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree.
Acquisition‐related costs are recognised in the Consolidated Income Statement as incurred.
Where the consideration for an acquisition includes any asset or liability resulting from a contingent arrangement, this is measured at its discounted fair
value on the date of acquisition. Subsequent changes in fair values are adjusted through the Consolidated Income Statement in Net finance costs. Changes
in the fair value of contingent consideration classified as equity is not recognised.
Put options granted to non‐controlling interests are recorded at present value as a reduction in equity on initial recognition, since the arrangement
represents a transaction with equity holders. Changes in present value after initial recognition are recorded in the Consolidated Income Statement in
Net finance costs.
If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports
provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period, or
additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed as at the date of the
acquisition that, if known, would have affected the amounts recognised as at that date.
The measurement period is the period from the date of acquisition to the date the Group obtains complete information about facts and circumstances
that existed as at the acquisition date and is a maximum of one year.
Business combinations achieved in stages
Where a business combination is achieved in stages, the Group's previously held interests in the acquired entity are remeasured to fair value at the date the Group
attains control and the resulting gain or loss is recognised in the Consolidated Income Statement. Amounts arising from interests in the acquiree prior to the
acquisition date that were recognised in Other Comprehensive Income are reclassified to the Consolidated Income Statement where such treatment would be
appropriate if the interest were disposed of.
Purchases and sales of shares in a controlled entity
Where the Group's interest in a controlled entity increases, the non‐controlling interests' share of net assets, excluding any allocation of goodwill, is transferred to
retained earnings. Any difference between the cost of the additional interest and the existing carrying value of the non‐controlling interests' share of net assets is
recorded in retained earnings.
Where the Group's interest in a controlled entity decreases, but the Group retains control, the share of net assets disposed, excluding any allocation of goodwill, is
transferred to the non‐controlling interests. Any difference between the proceeds of the disposal and the existing carrying value of the net assets or liabilities
transferred to the non‐controlling interests is recorded in retained earnings.
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Notes to the accounts
Disposal of controlling interests where non‐controlling interest retained
Where the Group disposes of a controlling interest but retains a non‐controlling interest in the business, the Group accounts for the disposal of a subsidiary and the
subsequent acquisition of a joint venture, associate or financial assets at fair value through Other Comprehensive Income at fair value on initial recognition. On
disposal of a subsidiary all amounts in cumulative translation reserves are recycled to the Consolidated Income Statement.
Contingent consideration receivable
Where the consideration for a disposal includes consideration resulting from a contingent arrangement, the contingent consideration receivable is discounted to
its fair value, with any subsequent movement in fair value being recorded in the Consolidated Income Statement in Net finance costs.
Discontinued operations
The Group presents the results from discontinued operations separately from those of continuing operations. An operation is classed as discontinued if it has been,
or is in the process of being disposed and represents either a separate major line of business or a geographical area of operations, or is part of a single coordinated
plan to dispose of a separate major line of business or exit a major geographical area of operations.
Assets and liabilities of businesses held for sale
An asset or disposal group is classified as held for sale if its carrying amount is intended to be recovered principally through sale rather than continuing use, is
available for immediate sale and it is highly probable that the sale will be completed within 12 months of classification as held for sale. Assets classified as held for
sale are measured at the lower of their carrying amount and fair value less costs to sell. Any impairment is recognised in the Consolidated Income Statement and is
first allocated to the goodwill associated with the disposal group and then to the remaining assets and liabilities on a pro rata basis. No further depreciation or
amortisation is charged on non‐current assets classified as held for sale from the date of classification.
Accounting for subsidiaries
A subsidiary is an entity controlled by the Group. Control is achieved where the Group has power over an investee; exposure, or rights, to variable returns from its
involvement with the investee; and the ability to use its power over the investee to affect the amount of the returns.
The results of subsidiaries acquired or disposed of during the period are included in the Consolidated Income Statement from the effective date control is obtained
or up to the date control is relinquished, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting
policies into line with those used by other members of the Group.
All intra‐group transactions, balances, income and expenses are eliminated on consolidation.
Non‐controlling interests
Non‐controlling interests in the net assets of consolidated subsidiaries are identified separately from the Group's equity therein, either at fair value or at the non‐
controlling interest’s share of the net assets of the subsidiary, on a case‐by‐case basis. The total comprehensive income of a subsidiary is apportioned between the
Group and the non‐controlling interest, even if it results in a deficit balance for the non‐controlling interest.
Interests in joint ventures and associates
A joint venture is a contractual arrangement whereby the Group and other parties undertake an economic activity that is subject to joint control, that is, when the
strategic financial and operating policy decisions relating to the activities require the unanimous consent of the parties sharing control.
An associate is an entity over which the Group has significant influence and that is neither a subsidiary nor an interest in a joint venture. Significant influence is the
power to participate in the financial and operating policy decisions of the investee, but is not control or joint control over those policies.
The post‐tax results of joint ventures and associates are incorporated in the Group's results using the equity method of accounting. Under the equity method,
investments in joint ventures and associates are carried in the Consolidated Statement of Financial Position at cost as adjusted for post‐acquisition changes in the
Group's share of the net assets of the joint venture and associate, less any impairment in the value of investment. Losses of joint ventures and associates in excess
of the Group's interest in that joint venture or associate are not recognised. Additional losses are provided for, and a liability is recognised, only to the extent that
the Group has incurred legal or constructive obligations or made payments on behalf of the joint venture or associate.
Any excess of the cost of acquisition over the Group's share of the net fair value of the identifiable assets, liabilities and contingent liabilities of the joint venture or
associate recognised at the date of acquisition is recognised as goodwill. The goodwill is included within the carrying amount of the investment.
Foreign currencies
For the purpose of presenting Consolidated Financial Statements, the assets and liabilities of entities with a functional currency other than sterling are translated
into sterling using exchange rates prevailing on the period end date.
Income and expense items and cash flows are translated at the average exchange rates for the period and exchange differences arising are recognised directly in
equity. On disposal of a foreign operation, the cumulative amount recognised in equity relating to that operation is recognised in the Consolidated Income Statement
as part of the gain or loss on sale.
The Group records foreign exchange differences arising on retranslation of foreign operations within the translation reserve in equity.
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Daily Mail and General Trust plc Annual Report 2023
In preparing the financial statements of the individual entities, transactions in currencies other than the entity's functional currency are recorded at the exchange
rate prevailing on the date of the transaction. At each period end date, monetary items denominated in foreign currencies are retranslated at the rates prevailing
on the period end date.
Non‐monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rate prevailing on the date when fair value was
determined. Non‐monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.
Exchange differences arising on the settlement of monetary items, and on the retranslation of monetary items, are included in the Consolidated Income Statement
for the period.
Goodwill, intangible assets and fair value adjustments arising on the acquisition of foreign operations after transition to IFRS are treated as part of the assets and
liabilities of the foreign operation and are translated at the closing rate. Goodwill which arose pre‐transition to IFRS is not translated.
Goodwill and intangible assets
Goodwill and intangible assets acquired arising on the acquisition of an entity represents the excess of the cost of acquisition over the Group's interest in the net
fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset
at cost and is subsequently measured at cost less any accumulated impairment losses. Negative goodwill arising on an acquisition is recognised directly in the
Consolidated 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 are translated at the
closing exchange rates on the period end date. On disposal of a subsidiary, associate or a jointly controlled entity, the attributable amount of goodwill is included in
the determination of the profit or loss recognised in the Consolidated Income Statement on disposal.
Impairment of goodwill
The Group tests goodwill annually for impairment, or more frequently if there are indicators that goodwill might be impaired.
For the purpose of impairment testing, assets are grouped at the lowest levels for which there are separately identifiable cash flows, known as cash‐generating units
(CGUs). If the recoverable amount of the CGU is less than the carrying amount of the unit, 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, prorated on the basis of the carrying amount of each asset in the unit, but subject to not
reducing any asset below its recoverable amount.
When testing for impairment, the recoverable amounts for all of the Group's CGUs are measured at the higher of value in use or fair value less costs to sell. Value
in use is calculated by discounting future expected cash flows. These calculations use cash flow projections based on Board‐approved budgets and forecasts which
reflect the Directors’ current experience and future expectations of the markets in which the CGU operates. Risk adjusted pre‐tax discount rates used by the Group
in its impairment tests range from 10.9% to 38.9% (2022 12.1% to 25.9%), derived from a weighted average cost of capital adjusted for the geographies in which
each CGU operates and risks specific to that CGU. The Directors' estimate of DMGT’s post tax weighted average cost of capital is 13.0% (2022 12.0%). The cash flow
projections consist of Board‐approved budgets for the following year, together with forecasts for up to four additional years and nominal long‐term growth rates
beyond these periods. The nominal long‐term (decline)/growth rates used range from ‐3.0% to 5.0% (2022 ‐3.0% to 6.9%) and varies with the Directors’ view of the
CGU's market position, maturity of the relevant market and does not exceed the long‐term average growth rate for the industry in which the CGU operates.
An impairment loss recognised for goodwill is charged immediately in the Consolidated Income Statement and is not subsequently reversed.
Research and development expenditure
Expenditure on research activities is recognised as an expense in the period in which it is incurred. An internally generated intangible asset arising from the Group's
development activity, including software for internal use, is recognised only if the asset can be separately identified, it is probable the asset will generate future
economic benefits, the development cost can be measured reliably, the project is technically feasible and the project will be completed with a view to sell or use
the asset. Additionally, guidance in Standing Interpretations Committee (SIC) 32 has been applied in accounting for internally developed website development costs.
Internally generated intangible assets are amortised on a straight‐line basis over their estimated useful lives, when the asset is available for use, and are reported
net of impairment losses. Where no internally generated intangible asset can be recognised, such development expenditure is charged to the Consolidated Income
Statement in the period in which it is incurred.
Licences
Computer software licences are capitalised on the basis of the costs incurred to acquire and bring into use the specific software. These costs are amortised over
their estimated useful lives, being three to five years.
Costs that are directly associated with the production of identifiable and unique software products controlled by the Group, and that are expected to generate
economic benefits exceeding costs and directly attributable overheads, are capitalised as intangible assets.
Computer software which is integral to a related item of hardware equipment is accounted for as property, plant and equipment. Costs associated with maintaining
computer software programs are recognised as an expense as incurred.
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Financial Statements
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Notes to the accounts
Other intangible assets
Other intangible assets with finite lives are stated at cost less accumulated amortisation and impairment losses. Amortisation is charged to Operating Profit in the
Consolidated Income Statement on a reducing balance or straight‐line basis over the estimated useful lives of the intangible assets from the date they become
available for use. The estimated useful lives are as follows:
Publishing rights, mastheads and titles
Brands
Market‐ and customer‐related databases and customer relationships
Computer software
5 ‐ 30 years
3 ‐ 20 years
3 ‐ 20 years
2 ‐ 5 years
Amortisation of intangible assets not arising on business combinations is included within Adjusted Operating Profit in the Consolidated Income Statement.
The Group has no intangible assets with indefinite lives.
Software‐as‐a‐Service (SaaS) arrangements represent service contracts which provide the Group with the right to access a cloud provider’s application software
over a contract period. Costs incurred to configure or customise, and any ongoing fees to obtain access to the cloud provider’s application software are recognised
as an operating expense when the services are received.
These costs are capitalised as intangible assets and amortised over the useful life of the software if they represent the development of software code which enhances
or modifies, or creates additional capability to existing on‐premise systems and which meets the definition of and recognition criteria for an intangible asset under
IAS 38, Intangible Assets.
Impairment of intangible assets
At each period end date, reviews are carried out of the carrying amounts of 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, which is the higher of value in use and fair value less costs to sell, of the asset is
estimated in order to determine the extent, if any, of the impairment loss. Where the asset does not generate cash flows that are independent from other assets,
value in use estimates are made based on the cash flows of the CGU to which the asset belongs.
If the recoverable amount of an asset or CGU is estimated to be less than its net carrying amount, the net carrying amount of the asset or CGU is reduced to its
recoverable amount. Impairment losses are recognised immediately in the Consolidated Income Statement.
At the end of each reporting period the Group assesses whether there is any indication that an impairment loss recognised in prior periods, for an asset other than
goodwill, may no longer exist or may have decreased. If any such indication exists, the Group estimates the recoverable amount of that asset. In assessing whether
there is any indication that an impairment loss recognised in prior periods for an asset other than goodwill may no longer exist or may have decreased, the Group
considers, as a minimum, the following indications:
whether the asset’s market value has increased significantly during the period;
whether any significant changes with a favourable effect on the entity have taken place during the period, or will take place in the near future, in the
technological, market, economic or legal environment in which the entity operates or in the market to which the asset is dedicated; and
whether market interest rates or other market rates of return on investments have decreased during the period, and those decreases are likely to affect the
discount rate used in calculating the asset’s value in use and increase the asset’s recoverable amount materially.
Property, plant and equipment
Land and buildings held for use are stated in the Consolidated Statement of Financial Position at their cost, less any subsequent accumulated depreciation and
subsequent accumulated impairment losses.
Assets in the course of construction are carried at cost, less any recognised impairment loss. Depreciation of these assets commences when the assets are ready for
their intended use. Plant and equipment are stated at cost less accumulated depreciation and any accumulated impairment losses.
The gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and
the carrying amount of the asset and is recognised in the Consolidated Income Statement.
Depreciation is charged so as to write off the cost of assets, other than property, plant and equipment under construction using the straight‐line method, over their
estimated useful lives as follows:
Freehold properties
Short leasehold properties
Plant and equipment
Depreciation is not provided on freehold land or works of art
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50 years
the term of the lease
3 ‐ 25 years
Daily Mail and General Trust plc Annual Report 2023
Right of use assets
Right of use assets are depreciated over the shorter of the asset’s useful economic life and the lease term on a straight‐line basis.
Inventory
Inventory is stated at the lower of cost and net realisable value. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that
have been incurred in bringing the inventories to their present location and condition. The Group uses the Average Cost method in the Consumer Media segment
for newsprint and the First In First Out method for all other inventories.
Exhibition, training and event costs
Directly attributable costs relating to future exhibition, training and events are deferred within work in progress and measured at the lower of cost and net realisable
value. These costs are charged to the Consolidated Income Statement when the exhibition, training or event takes place.
Marketing costs
All marketing and promotional costs are charged to the Consolidated Income Statement in the period in which they are incurred. Direct event costs are charged to
the Consolidated Income Statement.
Cash and cash equivalents
Cash and cash equivalents shown in the Consolidated Statement of Financial Position includes cash, short‐term deposits and other short‐term highly liquid
investments with an original maturity of three months or less and which are subject to insignificant changes in value. For the purpose of the Consolidated Cash Flow
Statement, cash and cash equivalents are as defined above, net of bank overdrafts.
Revenue
Revenue is stated at the fair value of consideration, net of value added tax, trade discounts and commission where applicable and is recognised using methods
appropriate for the Group’s businesses.
Where revenue contracts have multiple elements (such as software licences, data subscriptions and support), all aspects of the transaction are considered to
determine whether these elements can be separately identified. Where transaction elements can be separately identified and revenue can be allocated between
them on a fair and reliable basis, revenue for each element is accounted for according to the relevant policy below. Where transaction elements cannot be separately
identified, revenue is recognised when the control of performance obligations have been transferred.
The Consumer Media segment enters into agreements with advertising agencies and certain clients, which are subject to a minimum spend and typically include a
commitment to deliver rebates to the agency or client based on the level of agency spend over the contract period.
The principal revenue performance obligations are:
subscriptions revenue, including revenue from information services, is recognised over the period of the subscription or contract;
circulation revenue is recognised on a sale or return basis at cover price less the contractual wholesaler and retail margins;
publishing revenue is recognised on issue of the publication or report;
advertising revenue is recognised on issue of the publication or over the period of the online campaign;
contract print revenue is recognised on completion of the print contract;
exhibitions, training and events revenues are recognised over the period of the event;
software revenue is recognised on delivery of the software or the technology or over a period of time where the transaction is a licence (the licence term). If
support is unable to be separately identified from hosting and revenue is unable to be allocated on a fair and reliable basis, support revenue is recognised over
the licence term. Commissions paid to acquire software and services contracts are capitalised in prepayments and recognised over the term of the contract;
support revenue associated with software licences and subscriptions is recognised over the term of the support contract.
Adjusted measures
The Group presents adjusted operating profit and adjusted profit before tax adjusting for costs and profits which the Directors believe to be significant by virtue of
their size, nature or incidence or which have a distortive effect on current year earnings.
In the Directors’ judgement such items would include, but are not limited to, costs associated with business combinations, gains and losses on the disposal and
closure of businesses and subsidiary undertakings, finance costs relating to premium on bond buy backs, fair value movements, exceptional operating costs,
impairment of goodwill, intangible assets and property, plant and equipment and amortisation of intangible assets arising on business combinations.
The Board and management team believe these adjusted results, used in conjunction with statutory IFRS results, give a greater insight into the financial performance
of the Group and the way it is managed. Similarly, adjusted results are used in setting management remuneration.
See Note 13 for a reconciliation of profit before tax to adjusted profit before and after tax.
The Group also presents a measure of net debt/cash in Note 15. In the judgement of the Directors this measure should include the currency gain or loss on derivatives
entered into with the intention of economically converting the currency borrowings into an alternative currency.
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Notes to the accounts
Other gains and losses
Other gains and losses comprise profit or loss on sale of property, plant and equipment, profit or loss on sale and closure of businesses and subsidiary undertakings,
gain from bargain purchase and profit or loss on sale of joint ventures and associates.
EBITDA
The Group discloses EBITDA, being adjusted operating profit before depreciation of property, plant and equipment and right of use assets and amortisation of assets
not arising on business combinations. EBITDA is broadly used by analysts, rating agencies, investors and the Group's banks as part of their assessment of the Group's
performance. A reconciliation of EBITDA from operating profit is shown in Note 14.
Leases
The Group assesses whether a contract is or contains a lease at inception of the contract. A lease conveys the right to direct the use and obtain substantially all of
the economic benefits of an identified asset for a period of time in exchange for consideration.
The Group as a lessee
Where the Group acts as a lessee it recognises a right of use asset and corresponding liability at the date at which a leased asset is made available for use by the
Group, except for short‐term leases (defined as leases with a lease term of 12 months or less) and leases of low‐value assets. For these leases, the Group recognises
the lease payments as an operating expense on a straight‐line basis over the term of the lease.
The lease liability is measured at the present value of the future lease payments, discounted at the rate implicit in the lease, or if that cannot be readily determined,
at the Group’s incremental borrowing rate specific to the term, country, currency and start date of the lease.
The Group’s lease payments include: fixed payments; variable lease payments dependent on an index or rate, initially measured using the index or rate at
commencement; and payments in an optional renewal period if the Group is reasonably certain to exercise an extension option or not exercise a break option less
any lease incentives receivable.
The lease liability is subsequently measured at amortised cost using the effective interest rate method. It is remeasured, with a corresponding adjustment to the
right of use asset, when there is a change in future lease payments resulting from a rent review, change in an index or rate such as inflation, or change in the Group’s
assessment of whether it is reasonably certain to exercise a purchase, extension or break option.
The right of use asset is initially measured at cost based on the value of the associated lease liability, adjusted for any payments made before inception, initial indirect
costs and any dilapidation or restoration costs.
The right of use asset is subsequently depreciated on a straight‐line basis over the shorter of the lease term or the useful life of the underlying asset. The right of
use asset is tested for impairment if there are any indicators of impairment.
Leases of low value assets and short‐term leases of 12 months or less are expensed to the Consolidated Income Statement, as are non‐lease service components.
The Group as a lessor
Leases for which the Group is a lessor are classified as finance or operating leases. A lease is classified as a finance lease if it transfers substantially all the risks and
rewards of ownership to the lessee and classified as an operating lease if it does not.
When the Group is an intermediate lessor, it accounts for the head lease and the sublease as two separate contracts. The sublease is classified as a finance or
operating lease by reference to the right of use asset arising from the head lease. Amounts due from lessees under finance leases are recognised as receivables at
the amount of the Group’s net investment in the leases. Finance lease income is allocated to accounting periods so as to reflect a constant periodic rate of return
on the Group’s net investment in the lease. Rental income from operating leases is recognised on a straight‐line basis over the term of the relevant lease.
Dividends
Dividend income from investments is recognised when the shareholders' rights to receive payment have been established. Dividends are recognised as a distribution
in the period in which they are approved by the shareholders. Interim dividends are recorded in the period in which they are paid.
Borrowing costs
Unless capitalised under IAS 23, Borrowing Costs, all borrowing costs are recognised in the Consolidated Income Statement in the period in which they are incurred.
Finance charges, including premiums paid on settlement or redemption and direct issue costs and discounts related to borrowings, are accounted for on an accruals
basis and charged to the Consolidated Income Statement using the effective interest method.
Retirement benefits
Pension scheme assets are measured at market value at the period end date. Scheme liabilities are measured using the projected unit credit method and discounted
at a rate reflecting current yields on high‐quality corporate bonds having regard to the duration of the liability profiles of the schemes.
For defined benefit retirement plans, the difference between the fair value of the plan assets and the present value of the plan liabilities is recognised as an asset or
liability on the Consolidated Statement of Financial Position. Actuarial gains and losses arising in the year are taken to the Consolidated Statement of Comprehensive
Income. For this purpose, actuarial gains and losses comprise both the effects of changes in actuarial assumptions and experience adjustments arising because of
differences between the previous actuarial assumptions and what has actually occurred. For defined benefit schemes, the cost of providing benefits is determined
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Daily Mail and General Trust plc Annual Report 2023
using the projected unit credit method, with actuarial valuations being carried out triennially. In accordance with the advice of independent qualified actuaries in
assessing whether to recognise a surplus, the Group has regard to the principles set out in IFRIC 14.
Other movements in the net surplus or deficit are recognised in the Consolidated Income Statement, including the current service cost, any past service cost and
the effect of any curtailment or settlements. The net finance income/(expense) is also charged to the Consolidated Income Statement within Net finance costs.
The Group's contributions to defined contribution pension plans are charged to the Consolidated Income Statement as they fall due.
Taxation
Income tax expense represents the sum of current tax and deferred tax for the year.
The current tax payable or recoverable is based on the taxable profit for the year. Taxable profit differs from profit as reported in the Consolidated Income Statement
because some items of income or expense are taxable or deductible in different years or may never be taxable or deductible. The Group's liability for current tax is
calculated using the UK and foreign tax rates that have been enacted or substantively enacted by the period end date.
Current tax assets and liabilities are set off and stated net in the Consolidated Statement of Financial Position when there is a legally enforceable right to set off
current tax assets against current tax liabilities and when they either relate to income taxes levied by the same taxation authority or on the same taxable entity or
on different taxable entities which intend to settle the current tax assets and liabilities on a net basis.
Deferred tax is the tax expected to be payable or recoverable in the future arising from temporary differences between the carrying amounts of assets and liabilities
in the financial statements and the corresponding tax bases used in the computation of taxable profit. It is accounted for using the balance sheet liability method.
Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that
taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary
differences arise from the initial recognition of 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 in investments in subsidiaries, joint ventures and associates 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.
Goodwill arising on business combinations also includes amounts corresponding to deferred tax liabilities recognised in respect of acquired intangible assets. A
deferred tax liability is recognised to the extent that the fair value of the assets for accounting purposes exceeds the value of those assets for tax purposes and will
form part of the associated goodwill on acquisition.
The carrying amount of deferred tax assets is reviewed at each period end date, and is reduced or increased as appropriate to the extent that it is no longer probable
that sufficient taxable profits will be available to allow all or part of the asset to be recovered, or it becomes probable that sufficient taxable profits will be available.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset realised, based on tax rates that have been
enacted or substantively enacted by the period end date, and is not discounted.
Deferred tax assets and liabilities are set off when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate
to income taxes levied by the same taxation authority and the Group intends to settle its current assets and liabilities on a net basis.
Tax is charged or credited to the Consolidated Income Statement, except when it relates to items charged or credited directly to equity, in which case the tax is
recognised directly in equity.
Actual tax liabilities or refunds may differ from those anticipated due to changes in tax legislation, differing interpretations of tax legislation and uncertainties
surrounding the application of tax legislation. In situations where uncertainties exist, provision is made for contingent tax liabilities and assets when it is more likely
than not that there will be a cash impact. These provisions are made for each uncertainty individually on the basis of the Directors’ judgement following
consideration of the available relevant information. The measurement basis adopted represents the best predictor of the resolution of the uncertainty which is
usually based on the most likely cash outflow. The Company reviews the adequacy of these provisions at the end of each reporting period and adjusts them based
on changing facts and circumstances.
Financial instruments
Financial assets and financial liabilities are recognised on the Consolidated Statement of Financial Position when the Group becomes a party to the contractual
provisions of the instrument.
Financial assets and liabilities are offset and the net amount reported in the Consolidated Statement of Financial Position when there is a legally enforceable right
to settle on a net basis, or realise the asset and liability simultaneously and where the Group intends to net settle.
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Financial Statements
Financial Statements
Notes to the accounts
Financial assets
Trade receivables
Trade receivables do not carry interest and are recognised initially at the value of the invoice sent to the customer i.e. amortised cost and subsequently
reduced by allowances for lifetime expected credit losses.
Other receivables include loans which are held at the capital sum outstanding plus unpaid interest reduced by allowances for expected credit losses.
Estimates are used in determining the level of receivables that will not, in the opinion of the Directors, be collected. The Group applies the simplified
approach permitted by IFRS 9, Financial Instruments, which requires the use of the lifetime expected loss provision for all receivables, including contract
assets. These estimates are based on historic credit losses, macro‐economic forecasts and specific country‐risk considerations with higher default rates
applied to older balances.
In addition, if specific circumstances exist including poor trading performance, material legal claims or administration which would indicate that the
receivable is irrecoverable a specific provision is made. A provision is made against trade receivables and contract assets until such time as the Group
believes there to be no reasonable expectation of recovery, after which the trade receivable or contract asset balance is written off.
Financial assets at fair value through Other Comprehensive Income
Financial assets are recognised and derecognised on a trade date where a purchase or sale of an investment is under a contract whose terms require delivery of the
investment within the time frame established by the market concerned, and are measured at fair value, including transaction costs.
As permitted by IFRS 9, the Group classifies its equity investments at Fair Value through Other Comprehensive Income. All fair value movements are recorded in
Other Comprehensive Income and gains and losses are not recycled to the Consolidated Income Statement on disposal.
Dividend income from Financial assets held at fair value through Other Comprehensive Income is recorded in the Consolidated Income Statement.
Unlisted equity investments are valued using a variety of approaches including comparable company valuation multiples and discounted cash flow techniques. In
extremely limited circumstances, where insufficient recent information is available to measure fair value or when there is a wide range of possible fair value
measurements, cost is used since this represents the best estimate of fair value in the range of possible valuations.
The fair value of listed equity investments is determined based on quoted market prices.
Financial liabilities and equity instruments
Trade payables
Trade payables are non‐interest bearing and are stated at their nominal value.
Financial liabilities and equity instruments issued by the Group are classified according to the substance of the contractual arrangements entered into and the
definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the Group after
deducting all of its liabilities.
Capital market and bank borrowings
Interest bearing loans and overdrafts are initially measured at fair value (which is equal to net proceeds at inception), and are subsequently measured at amortised
cost, using the effective interest rate method. A portion of the Group's bonds are subject to fair value hedge accounting as explained below and this portion is
adjusted for the movement in the hedged risk to the extent hedge effectiveness is achieved. Any difference between the proceeds, net of transaction costs and the
settlement or redemption of borrowings is recognised over the term of the borrowing.
Equity instruments
Equity instruments issued by the Group are recorded at the proceeds received, net of transaction costs.
Derecognition
The Group derecognises a financial asset, or a portion of a financial asset, from the Consolidated Statement of Financial Position where the contractual rights to
cash flows from the asset have expired, or have been transferred, usually by sale, and with them either substantially all the risks and rewards of the asset or
significant risks and rewards, along with the unconditional ability to sell or pledge the asset.
Financial liabilities are derecognised when the liability has been settled, has expired or has been extinguished.
Derivative financial instruments and hedge accounting
Derivative financial instruments are used to manage exposure to market risks. The principal derivative instruments used by the Group are foreign currency swaps,
interest rate swaps, foreign exchange forward contracts and options. The Group does not hold or issue derivative financial instruments for trading or speculative
purposes.
Changes in the fair value of derivative instruments which do not qualify for hedge accounting are recognised immediately in the Consolidated Income Statement.
Where the derivative instruments do qualify for hedge accounting, the following treatments are applied:
63
Daily Mail and General Trust plc Annual Report 2023
Fair value hedges
Changes in the fair value of the hedging instrument are recognised in the Consolidated Income Statement for the year together with the changes in the fair value
of the hedged item due to the hedged risk, to the extent the hedge is effective. When the hedging instrument expires or is sold, terminated, or exercised, or no
longer qualifies for hedge accounting, hedge accounting is discontinued.
Cash flow hedges
Changes in the fair value of derivative financial instruments that are designated and effective as hedges of future cash flows are recognised directly in equity and
the ineffective portion is recognised immediately in the Consolidated Income Statement.
If a hedged firm commitment or forecast transaction results in the recognition of a non‐financial asset or liability, then, at the time that the asset or liability is
recognised, the associated gains and losses on the derivative that had previously been recognised in equity are included in the initial measurement of the asset or
liability.
For hedges that do not result in the recognition of an asset or a liability, amounts deferred in equity are recognised in the Consolidated Income Statement in the
same period in which the hedged item affects the Consolidated Income Statement.
Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated, exercised, revoked, or no longer qualifies for hedge accounting. At
that time, any cumulative gain or loss on the hedging instrument recognised in equity is retained in equity until the forecast transaction occurs. If a hedged
transaction is no longer expected to occur, the net cumulative gain or loss previously recognised in equity is included in the Consolidated Income Statement for the
period.
Net investment hedges
Exchange differences arising from the translation of the net investment in foreign operations are recognised in the translation reserve. Gains and losses arising from
changes in the fair value of the hedging instruments are recognised in equity to the extent that the hedging relationship is effective. Any ineffectiveness is recognised
immediately in the Consolidated Income Statement for the period.
Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated or exercised, or no longer qualifies for hedge accounting. Gains and
losses accumulated in the translation reserve are included in the Consolidated Income Statement on disposal of the foreign operation.
Provisions
Provisions are recognised when the Group has a present obligation, legal or constructive, as a result of a past event, and it is probable that the Group will be required
to settle that obligation. Provisions are measured at the Directors' best estimate of the expenditure required to settle the obligation at the period end date and are
discounted to present value where the effect is material.
Onerous contract provisions are recognised for losses on contracts where the forecast costs of fulfilling the contract throughout the contract period exceed the
forecast income receivable. The provision is calculated based on cash flows to the end of the contract.
Share‐based payments
Prior to going private, the Group issued equity‐settled and cash‐settled share‐based payments to certain Directors and employees. Equity‐settled share‐based
payments are measured at fair value (excluding the effect of non‐market‐based vesting conditions) at the date of grant. The fair value determined at the grant date
of the equity‐settled share‐based payments is expensed on a straight‐line basis over the vesting period, based on the Group's estimate of the shares that will
eventually vest and adjusted for the effect of non‐market‐based vesting conditions.
Fair value is measured using a binomial pricing model which is calibrated using a Black‐Scholes framework. The expected life used in the models has been adjusted,
based on the Directors best estimate, for the effect of non‐transferability, exercise restrictions and behavioural considerations.
A liability equal to the portion of the goods or services received is recognised at the current fair value determined at each period end date for cash‐settled share‐
based payments.
Investment in own shares
Treasury shares
Prior to going private, when the Company purchased its equity share capital as Treasury Shares, the consideration paid, including any directly attributable
incremental costs (net of income taxes) was recorded as a deduction from shareholders’ equity until such shares were cancelled, reissued or disposed of. Where
such shares were subsequently sold or reissued, any consideration received, net of any directly attributable incremental transaction costs and the related income
tax effects, was recognised in equity, with any difference between the proceeds from the sale and the original cost being taken to retained earnings.
Employee Benefit Trust
The Company established an Employee Benefit Trust (EBT) for the purpose of purchasing shares in order to satisfy outstanding share options and potential awards
under long‐term incentive plans. The assets of the EBT comprised shares in DMGT plc and cash balances. The EBT was administered by independent trustees and
its assets were held separately from those of the Group. The Group bore the major risks and rewards of the assets held by the EBT until the shares vested
unconditionally with employees. The Group recognised the assets and liabilities of the EBT in the Consolidated Financial Statements and shares held by the EBT
64
Financial Statements
Financial Statements
Notes to the accounts
were recorded at cost as a deduction from shareholders’ equity. Consideration received for the sale of shares held by the EBT was recognised in equity, with any
difference between the proceeds from the sale and the original cost being taken to retained earnings.
Critical accounting judgements and key sources of estimation uncertainty
In addition to the judgement taken by the Directors in selecting and applying the accounting policies set out above, the Directors have made the
following judgements concerning the amounts recognised in the Consolidated Financial Statements:
Adjusted measures
The Directors believe that the adjusted profit measure provides additional useful information to users of the Consolidated Financial Statements on the performance
of the business. Accordingly, the Group presents adjusted operating profit and adjusted profit before tax by adjusting for costs and profits which the Directors judge
to be significant by virtue of their size, nature or incidence or which have a distortive effect on current year earnings.
In the Directors’ judgement such items would include, but are not limited to, costs associated with business combinations, gains and losses on the disposal of
businesses and subsidiary undertakings, finance costs relating to premium on bond buy backs, fair value movements, exceptional operating costs, impairment of
goodwill, intangible assets and property, plant and equipment and amortisation of intangible assets arising on business combinations.
Exceptional operating costs include items of a significant and a non‐recurring nature. In addition, the Group presents an adjusted profit after tax measure by making
adjustments for certain tax charges and credits which the Directors judge to be significant by virtue of their size, nature or incidence or which have a distortive effect.
The Group uses these adjusted measures to evaluate performance and as a method to provide shareholders with clear and consistent reporting.
See Note 13 for a reconciliation of profit before tax to adjusted profit before and after tax.
The Group also presents a measure of net debt/cash. In the judgement of the Directors this measure should include the currency gain or loss on derivatives entered
into with the intention of economically converting the currency borrowings into an alternative currency. See Note 15 for further detail.
Retirement benefits
When a surplus on a defined benefit pension scheme arises, the Directors are required to consider the rights of the Trustees in preventing the Group from obtaining
a refund of that surplus in the future. Where the Trustees are able to exercise this right, the Group would be required to restrict the amount of surplus recognised.
After considering the principles set out in IFRIC 14, the Directors have judged it appropriate to recognise a surplus of £775.9 million (2022 £1,009.2 million).
Mail Force Charitable Incorporated Organisation (CIO)
The Group established the Mail Force CIO in a prior year. The Group has assessed its relationship with the charity in accordance with IFRS 10, Consolidated Financial
Statements and concluded that it does not have the power to affect returns to the Group from the Charity’s activities and does not control Mail Force. Accordingly
Mail Force’s accounts have not been consolidated within the Group’s financial statements.
The following represent key sources of estimation uncertainty that have the most significant effect on the amounts recognised in the financial
statements:
Forecasting
The Group prepares medium‐term forecasts based on Board‐approved budgets and four‐year outlooks. These are used to support estimates made in the
preparation of the Group's financial statements including the recognition of deferred tax assets in different jurisdictions, the Group's going concern and viability
assessments and for the purposes of impairment reviews. Longer‐term forecasts use long‐term growth rates applicable to the relevant businesses. See Note 19 for
a sensitivity assessment of these long‐term growth rates on the carrying values of certain of the Group’s goodwill and intangible assets.
Impairment of goodwill and intangible assets
Determining whether goodwill and intangible or other assets are impaired or whether a reversal of an impairment should be recorded requires a comparison of the
balance sheet carrying value with the recoverable amount of the asset or CGU. The recoverable amount is the higher of the value in use and fair value less costs to
sell. See Goodwill Note 19 for further information.
The value in use calculation requires the Directors to estimate the future cash flows expected to arise from the asset or CGU including an assessment of climate
change on the applicable businesses and calculate the net present value of these cash flows using a suitable discount rate. The key areas of estimation are the long‐
term growth rate, operating cash flows, and the discount rate applied to those cash flows.
Taxation
Being a multinational Group with tax affairs in many geographic locations inherently leads to a highly complex tax structure which makes the degree of estimation
more challenging. The resolution of issues is not always within the control of the Group and actual tax liabilities or refunds may differ from those anticipated due to
changes in tax legislation, differing interpretations of tax legislation and uncertainties surrounding the application of tax legislation. Such issues can take several
years to resolve.
The Group accounts for unresolved issues based on its best estimate of the final outcome, however the inherent uncertainty regarding these items means that the
eventual resolution could differ significantly from the accounting estimates and, therefore, impact the Group's results and future cash flows. In situations where
uncertainties exist, provision is made for contingent tax liabilities and assets when it is more likely than not that there will be a cash impact. These provisions are
65
Daily Mail and General Trust plc Annual Report 2023
made for each uncertainty individually based on the Directors’ estimates following consideration of the available relevant information. The measurement basis
adopted represents the best predictor of the resolution of the uncertainty which is usually based on the most likely cash outflow. The Company reviews the adequacy
of these provisions at the end of each reporting period and adjusts them based on changing facts and circumstances.
In addition, the Group makes estimates regarding (i) the recoverability of deferred tax assets relating to losses based on forecasts of future taxable profits which
are, by their nature, uncertain; and (ii) the amount of the pension scheme surplus that might be returned to the Group, thereby impacting the level of deferred tax
liability arising thereon. See Note 35 for further information concerning recognised and unrecognised deferred tax assets and deferred tax liabilities.
Retirement benefits
The cost of defined benefit pension plans is determined using actuarial valuations prepared by the Group's actuaries. This involves making certain assumptions
concerning discount rates, future salary increases and mortality rates. Due to the long‐term nature of these plans, such estimates are subject to significant
uncertainty. The assumptions and the resulting estimates are reviewed annually and, when appropriate, changes are made which affect the actuarial valuations
and, hence, the amount of retirement benefit expense recognised in the Consolidated Income Statement and the amounts of actuarial gains and losses recognised
in the Consolidated Statement of Changes in Equity.
The fair value of the Group’s pension scheme assets includes quoted and unquoted investments. The value of unquoted investments are estimated as their values
are not directly observable. Accordingly the assumptions used in valuing unquoted investments are affected by current market conditions and trends which could
result in changes in their fair value after the measurement date. A 1.0% movement in the value of unquoted pension scheme assets is estimated to change the
value of the Group’s pension scheme assets by £19.3 million (2022 £17.9 million).
The carrying amount of the retirement benefit obligation at 30 September 2023 was a surplus of £775.9 million (2022 £1,009.2 million). The assumptions used and
the associated sensitivity analysis can be found in Note 33.
Legal claim provisions
DMGT and certain of its subsidiaries are involved in various lawsuits and claims which arise in the course of business. The Group records a provision for these matters
when it is probable that a liability will be incurred and the amount of the loss can be reasonably estimated.
The amounts accrued for legal contingencies often result from complex judgements about future events and uncertainties that rely heavily on estimates and
assumptions.
66
Financial Statements
Financial Statements
Notes to the accounts
3 Segment analysis
The Group’s business activities are split into three continuing operating divisions: Property Information, Events and Exhibitions and Consumer Media. These divisions
are the basis on which information is reported to the Group's Chief Operating Decision Maker, which has been determined to be the Group Board. The segment
result is the measure used for the purposes of resource allocation and assessment and represents profit earned by each segment, including share of results from
joint ventures and associates but before exceptional operating costs, amortisation of acquired intangible assets arising on business combinations, impairment
charges, other gains and losses, net finance costs and taxation.
The accounting policies applied in preparing the management information for each of the reportable segments are the same as the Group's accounting policies
described in Note 2.
Year ended 30 September 2023
Property Information
Events and Exhibitions
Consumer Media
Corporate costs
Adjusted operating profit
Exceptional operating costs
Impairment of goodwill
Amortisation of acquired intangible assets arising on business
combinations
Operating loss before share of results and impairment of joint
ventures and associates
Share of results of joint ventures and associates
Impairment of carrying value of associates and loans to associates
Total operating loss
Other gains and losses
Loss before investment revenue, net finance expense and tax
Investment revenue
Finance expense
Finance income
Loss before tax
Tax
Profit from discontinued operations
Profit for the year
Adjusted
operating
profit/(loss)
£m
24.3
21.0
39.4
84.7
(30.1)
54.6
(84.4)
(8.4)
(12.5)
(50.7)
(1.9)
(17.5)
(70.1)
26.0
(44.1)
2.7
(18.8)
47.6
(12.6)
4.4
12.5
4.3
Total and
external revenue
£m
Note
210.3
162.6
624.5
997.4
‐
997.4
Segment
operating
profit/(loss)
£m
24.9
21.0
39.3
85.2
(32.4)
Less operating
(loss)/profit of
joint ventures
and associates
£m
0.6
‐
(0.1)
0.5
(2.3)
19
20
7
7
8
9
10
10
11
18
67
Daily Mail and General Trust plc Annual Report 2023
An analysis of the amortisation and impairment of goodwill and intangible assets, exceptional operating (costs)/income by segment is as follows:
Year ended 30 September 2023
Property Information
Events and Exhibitions
Energy Information
Consumer Media
Corporate costs
Relating to discontinued operations
Continuing operations
Amortisation of
intangible assets
not arising on
business
combinations
Amortisation of
intangible assets
arising on
business
combinations
Impairment of
goodwill and
intangible assets
arising on
business
combinations
Exceptional
operating
(costs)/income
Note
18
(Note 20)
£m
(2.7)
(0.1)
‐
‐
(2.8)
‐
(2.8)
‐
(2.8)
(Note 20)
£m
(Note 19)
£m
(5.0)
(0.7)
‐
(6.1)
(11.8)
(0.7)
(12.5)
‐
(12.5)
‐
‐
‐
(8.4)
(8.4)
‐
(8.4)
‐
(8.4)
£m
‐
‐
12.5
(65.2)
(52.7)
(19.2)
(71.9)
12.5
(84.4)
The Group's exceptional operating (costs)/income which have been disclosed separately due to their size, nature and incidence are analysed in the table below. The
Directors believe this presentation provides users of these accounts with clear and consistent reporting:
Year ended 30 September 2023
Energy Information
Consumer Media
Corporate costs
Relating to discontinued operations
Continuing operations
Severance and
closure costs
Pension past
service cost
Professional fees
and claims
Property
Total
Note
18
(i)
£m
‐
(10.2)
(10.2)
‐
(10.2)
‐
(10.2)
(ii)
£m
‐
(46.5)
(46.5)
(18.8)
(65.3)
‐
(65.3)
(iii)
£m
12.5
(8.5)
4.0
(0.8)
3.2
12.5
(9.3)
£m
‐
‐
‐
0.4
0.4
‐
0.4
£m
12.5
(65.2)
(52.7)
(19.2)
(71.9)
12.5
(84.4)
(i)
(ii)
In a continuation of the prior period reviews of its support functions, the Group has continued to right size to ensure it can efficiently meet the evolving
demands of its markets. This has resulted in the loss of certain roles and functions which were no longer deemed necessary. Further losses may occur next
year as a result of the possible consolidation of the Group’s printing operations with those of News UK as described in Note 43.
As a result of extraordinarily high rates of inflation in the current period, the Company and the Pension Scheme Trustees agreed to give members an
additional 5.0% increase in pension payments and deferment amounts on top of the existing minimum increase. This resulted in an increase in pension
scheme liabilities and a £72.8 million non‐cash exceptional cost which has been treated as a past service cost in accordance with IAS 19, Employee Benefits.
This past service cost has been reduced by a past service credit amounting to £7.5 million following the decision by Delinian Ltd (formerly Euromoney
Institutional Investor PLC) to exit the DMGT Pension Schemes.
(iii)
This represents mainly the release in respect of the Group's RINs provision during the year. Further details are provided in Note 18.
The Group's tax credit includes net credits of £23.2 million in relation to these exceptional operating costs, including credits of £19.3 million in respect of
the pension scheme and £3.9 million in respect of severance and closure costs. None of these credits relate to discontinued operations.
68
Financial Statements
Financial Statements
Notes to the accounts
An analysis of the depreciation of right of use assets and property, plant and equipment, investment revenue, other gains and losses and finance income
and expense by segment is as follows:
Depreciation of
right of use assets
Depreciation of
property, plant and
equipment
Investment revenue
Other gains and
losses
Finance income
Finance expense
(Note 22)
(Note 21)
(Note 9)
(Note 8)
(Note 10)
(Note 10)
£m
‐
‐
‐
‐
2.7
2.7
£m
16.9
‐
7.8
24.7
1.3
26.0
£m
‐
‐
26.8
26.8
20.8
47.6
£m
(0.5)
(0.1)
(2.5)
(3.1)
(15.7)
(18.8)
Total and
external revenue
Segment
operating
profit/(loss)
Less operating
(loss)/profit of
joint ventures
and associates
Adjusted
operating
profit/(loss)
£m
216.9
99.5
657.6
974.0
‐
974.0
£m
33.4
8.9
52.0
94.3
(41.5)
£m
0.9
‐
‐
0.9
(6.9)
£m
32.5
8.9
52.0
93.4
(34.6)
58.8
(79.9)
(9.3)
(11.3)
(41.7)
(6.4)
(38.9)
(87.0)
30.8
(56.2)
2.8
(30.4)
23.7
(60.1)
(85.6)
11.6
(134.1)
£m
(2.1)
(1.1)
(11.3)
(14.5)
‐
(14.5)
Year ended 30 September 2023
Property Information
Events and Exhibitions
Consumer Media
Corporate costs
Total and continuing operations
Year ended 30 September 2022
Property Information
Events and Exhibitions
Consumer Media
Corporate costs
Adjusted operating profit
Exceptional operating costs
Impairment of goodwill and acquired intangible assets arising on
business combinations
Amortisation of acquired intangible assets arising on business
combinations
Operating loss before share of results and impairment of joint
ventures and associates
Share of results of joint ventures and associates
Impairment of carrying value of associates and loans to associates
Total operating loss
Other gains and losses
Loss before investment revenue, net finance expense and tax
Investment revenue
Finance expense
Finance income
Loss before tax
Tax
Profit from discontinued operations
Loss for the year
£m
(1.2)
‐
(9.7)
(10.9)
(0.3)
(11.2)
Note
19, 20
20
7
7
8
9
10
10
11
18
69
Daily Mail and General Trust plc Annual Report 2023
An analysis of the amortisation and impairment of goodwill and intangible assets, exceptional operating costs by segment is as follows:
Year ended 30 September 2022
Property Information
Events and Exhibitions
Energy Information
Consumer Media
Corporate costs
Relating to discontinued operations
Continuing operations
Note
18
The Group's exceptional operating (costs)/income are analysed as follows:
Year ended 30 September 2022
Property Information
Energy Information
Consumer Media
Corporate costs
Relating to discontinued operations
Continuing operations
Severance and
other closure costs
(i)
£m
(0.4)
‐
(18.8)
(19.2)
(15.1)
(34.3)
‐
(34.3)
Note
18
Amortisation of
intangible assets
not arising on
business
combinations
Amortisation of
intangible assets
arising on business
combinations
Impairment of
goodwill and
intangible assets
arising on business
combinations
(Note 20)
(Note 20)
(Notes 19, 20)
Exceptional
operating costs
£m
(3.9)
‐
‐
‐
(3.9)
(0.4)
(4.3)
‐
(4.3)
LTIP
(ii)
£m
‐
‐
(15.0)
(15.0)
(43.2)
(58.2)
‐
(58.2)
£m
(5.3)
0.1
‐
(6.1)
(11.3)
‐
(11.3)
‐
(11.3)
£m
‐
(0.8)
‐
(8.5)
(9.3)
‐
(9.3)
‐
(9.3)
Pension past
service credit
Professional fees
and claims
(iii)
£m
‐
‐
11.4
11.4
6.4
17.8
‐
17.8
(iv)
£m
‐
(11.2)
‐
(11.2)
(5.2)
(16.4)
(11.2)
(5.2)
£m
(0.4)
‐
(11.2)
(22.4)
(34.0)
(57.1)
(91.1)
(11.2)
(79.9)
Total
£m
(0.4)
(11.2)
(22.4)
(34.0)
(57.1)
(91.1)
(11.2)
(79.9)
(i)
(ii)
(iii)
(iv)
Following the prior years’ disposals of the Euromoney, Energy Information, EdTech and Insurance Risk segments, the Group is no longer operating at the
scale it was before these disposals. Accordingly the Group has begun a review of its support functions. This has resulted in the loss of certain roles and
functions which are no longer necessary as a consequence of the reduced size of the Group and the Company’s delisting.
During the year ended 30 September 2022 Rothermere Continuation Limited (RCL) acquired all of the issued DMGT A Shares not already owned by RCL.
Following this transaction, certain of the Group’s equity‐settled long‐term incentive plan (LTIP) arrangements early vested subject to pro‐rata vesting and
have been replaced or are expected to be replaced with cash‐settled awards.
Where an equity‐settled LTIP is cancelled, IFRS 2, Share‐based Payment requires this is treated as an acceleration of the original vesting period. The impact
of this acceleration results in non‐cash LTIP charges being charged against profits of the current period which normally would have been charged against
profits of future periods.
These accelerated charges have been treated as exceptional operating costs.
The pension past service credit represents a non‐cash reduction in the Group’s Pension Scheme liabilities following the acceptance of a Pension Increase
Exchange option by certain members of the Harmsworth Pension Scheme and Senior Executive Pension Fund.
Professional fees include costs in relation to the advice relating to the offer by Rothermere Continuation Limited (RCL) for the issued DMGT A Shares not
already owned by RCL.
The Group's tax charge includes net charges of £19.3 million in relation to these exceptional operating costs, including charges of £29.9 million in respect
of the pension scheme and credits of £7.3 million in respect of severance and closure costs and £3.3 million in respect of LTIP. None of these net tax
charges relates to discontinued operations.
70
Financial Statements
Financial Statements
Notes to the accounts
An analysis of the depreciation of right of use assets and property, plant and equipment, investment revenue, other gains and losses and finance income and
expense by segment is as follows:
Note
Year ended 30 September 2022
Insurance Risk
Property Information
Events and Exhibitions
Consumer Media
Corporate costs
Relating to discontinued operations
Continuing operations
18
Depreciation of
right of use
assets
Depreciation of
property, plant
and equipment
Investment
revenue
Other gains and
losses
Finance income
Finance expense
(Note 22)
£m
‐
(1.9)
(0.7)
(11.2)
(13.8)
‐
(13.8)
‐
(13.8)
(Note 21)
£m
‐
(1.4)
‐
(14.6)
(16.0)
(0.3)
(16.3)
‐
(16.3)
(Note 9)
£m
‐
‐
‐
‐
‐
2.8
2.8
‐
2.8
(Note 8)
£m
2.7
7.3
‐
(0.9)
9.1
24.4
33.5
(2.7)
30.8
(Note 10)
£m
‐
‐
‐
7.6
7.6
16.1
23.7
‐
23.7
(Note 10)
£m
‐
(0.4)
(0.1)
(0.5)
(1.0)
(29.4)
(30.4)
‐
(30.4)
The Group's revenue comprises sales excluding value added tax, less discounts and commission where applicable and is analysed as follows:
Print advertising
Digital advertising
Circulation
Subscriptions and recurring licences
Events, conferences and training
Transactions and other
Print advertising
Digital advertising
Circulation
Subscriptions and recurring licences
Events, conferences and training
Transactions and other
Year ended 30
September 2023
Total and
continuing
Year ended 30
September 2023
Total and
continuing
Point in time
Year ended 30
September 2023
Total and
continuing
Over time
£m
108.3
166.2
247.0
111.8
162.4
201.7
997.4
£m
108.3
0.8
247.0
2.5
158.3
193.8
710.7
£m
‐
165.4
‐
109.3
4.1
7.9
286.7
Year ended 30
September 2022
Total and
continuing
Year ended 30
September 2022
Total and
continuing
Point in time
Year ended 30
September 2022
Total and
continuing
Over time
£m
129.0
170.9
257.6
99.6
99.4
217.5
974.0
£m
129.0
5.6
257.6
4.1
99.2
160.3
655.8
£m
‐
165.3
‐
95.5
0.2
57.2
318.2
71
Daily Mail and General Trust plc Annual Report 2023
By geographic area
The majority of the Group's operations are located in the United Kingdom and North America. The analysis of Group revenue below is based on the location of
group companies in these regions.
Year ended 30
September 2023
Total and
continuing
Year ended 30
September 2023
Total and
continuing
Point in time
Year ended 30
September 2023
Total and
continuing
Over time
£m
782.0
75.6
139.8
997.4
£m
577.9
8.8
124.0
710.7
£m
204.1
66.8
15.8
286.7
Year ended 30
September 2022
Total and
continuing
Year ended 30
September 2022
Total and
continuing
Point in time
Year ended 30
September 2022
Total and
continuing
Over time
£m
820.2
73.7
80.1
974.0
£m
572.5
15.5
67.8
655.8
£m
247.7
58.2
12.3
318.2
Year ended 30
September 2023
Total and
continuing
Year ended 30
September 2023
Total and
continuing
Point in time
Year ended 30
September 2023
Total and
continuing
Over time
£m
627.0
160.0
210.4
997.4
£m
534.9
21.8
154.0
710.7
£m
92.1
138.2
56.4
286.7
Year ended 30
September 2022
Total and
continuing
Year ended 30
September 2022
Total and
continuing
Point in time
Year ended 30
September 2022
Total and
continuing
Over time
£m
590.3
209.7
174.0
974.0
£m
549.6
26.3
79.9
655.8
£m
40.7
183.4
94.1
318.2
UK
North America
Rest of the World
UK
North America
Rest of the World
The analysis of Group revenue below is based on the geographic location of customers in these regions.
UK
North America
Rest of the World
UK
North America
Rest of the World
72
Financial Statements
Financial Statements
Notes to the accounts
The closing net book value of goodwill, intangible assets, property, plant and equipment and right of use assets is analysed by geographic area as follows:
At 30
September
2023
Closing net
book value
of property,
plant and
equipment
(Note 21)
£m
40.3
2.4
0.4
43.1
At 30
September
2022
Closing net
book value
of property,
plant and
equipment
(Note 21)
£m
46.4
3.4
0.4
50.2
At 30
September
2023
Closing net
book value
of right of
use assets
(Note 22)
£m
20.6
8.3
4.7
33.6
At 30
September
2022
Closing net
book value
of right of
use assets
(Note 22)
£m
14.7
12.4
4.2
31.3
At 30
September
2023
At 30
September
2022
Closing net
book value
of goodwill
Closing net
book value
of goodwill
(Note 19)
£m
158.7
24.7
12.6
196.0
(Note 19)
£m
164.3
24.5
12.7
201.5
At 30
September
2023
Closing net
book value
of
intangible
assets
(Note 20)
£m
72.7
‐
‐
72.7
At 30
September
2022
Closing net
book value
of
intangible
assets
(Note 20)
£m
79.2
0.1
0.1
79.4
UK
North America
Rest of the World
The additions to non‐current assets are analysed as follows:
Year
ended 30
September
2023
Property,
plant and
equipment
Year
ended 30
September
2022
Property,
plant and
equipment
Year
ended 30
September
2023
Year
ended 30
September
2022
Year
ended 30
September
2023
Year
ended 30
September
2022
Year
ended 30
September
2023
Year
ended 30
September
2022
Right of
use assets
Right of
use assets
Goodwill
Goodwill
Intangible
assets
Intangible
assets
(Note 21)
£m
0.7
‐
4.7
5.4
0.2
5.6
(Note 21)
£m
0.6
‐
8.1
8.7
1.2
9.9
(Note 22)
£m
3.8
2.3
12.8
18.9
‐
18.9
(Note 22)
£m
1.8
0.7
8.7
11.2
‐
11.2
(Note 19)
£m
‐
‐
‐
‐
2.8
2.8
(Note 19)
£m
‐
‐
0.2
0.2
‐
0.2
(Note 20)
£m
2.7
‐
0.4
3.1
5.5
8.6
(Note 20)
£m
3.9
‐
0.4
4.3
‐
4.3
Property Information
Events and Exhibitions
Consumer Media
Corporate costs
73
Daily Mail and General Trust plc Annual Report 2023
4 Operating (loss)/profit before the share of results and impairment of joint ventures and associates
Operating (loss)/profit before the share of results and impairment of joint ventures and associates is further analysed as follows:
Note
3
3
3
3
3
Year ended 30
September 2023
Total
£m
997.4
18.3
(244.6)
(226.3)
(407.1)
(8.4)
(12.5)
(2.8)
(32.1)
(47.1)
(60.5)
(31.0)
(17.9)
(11.2)
(14.5)
(26.0)
(22.3)
(2.2)
(1.0)
(0.3)
(112.4)
(38.2)
Year ended 30
September 2023
Discontinued
operations (Note
18)
£m
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
12.5
12.5
Year ended 30
September 2023
Continuing
operations
Year ended 30
September 2022
Total
Year ended 30
September 2022
Discontinued
operations (Note
18)
Year ended 30
September 2022
Continuing
operations
£m
997.4
18.3
£m
974.0
8.4
(244.6)
(256.8)
(226.3)
(248.4)
(407.1)
(395.6)
(8.4)
(9.3)
(12.5)
(11.3)
(2.8)
(4.3)
(32.1)
(47.1)
(60.5)
(31.0)
(17.9)
(11.2)
(14.5)
(26.0)
(22.3)
(2.2)
(1.0)
(0.3)
(124.9)
(26.5)
(32.2)
(55.1)
(35.6)
(15.2)
(16.3)
(13.8)
(30.2)
(12.6)
3.8
(0.3)
(1.1)
(122.9)
£m
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
(11.2)
£m
974.0
8.4
(256.8)
(248.4)
(395.6)
(9.3)
(11.3)
(4.3)
(26.5)
(32.2)
(55.1)
(35.6)
(15.2)
(16.3)
(13.8)
(30.2)
(12.6)
3.8
(0.3)
(1.1)
(111.7)
(50.7)
(52.9)
(11.2)
(41.7)
Revenue
Increase in stocks of finished goods and
work in progress
Raw materials, consumables and direct
staff costs
Inventories recognised as an expense in
the year
Staff costs
Impairment of goodwill and intangible
assets
Amortisation of intangible assets arising
on business combinations
Amortisation of internally generated and
acquired computer software not arising
on business combinations
Promotion and marketing costs
Venue and delegate costs
Editorial and production costs
Distribution and transportation costs
Royalties and similar charges
Depreciation of property, plant and
equipment
Depreciation of right of use assets
Other property costs
Rental of venue space
Foreign exchange translation differences
Net credit losses on financial assets
Low‐value asset lease expense
Other expenses
Operating (loss)/profit before share of
results and impairment of joint ventures
and associates
5 Auditor's remuneration
Fees payable to the Company's Auditor
For the audit of the Company's annual accounts
For the audit of the Company's subsidiaries
Audit services provided to all Group companies
Assurance services
Total non‐audit services
Total remuneration
(i)
During the year, non‐audit services provided amounted to £11,000 (2022 £56,940).
74
Year ended 30
September 2023
£m
Year ended 30
September 2022
£m
Note
0.7
1.0
1.7
‐
‐
1.7
0.8
0.8
1.6
0.1
0.1
1.7
(i)
Financial Statements
Financial Statements
Notes to the accounts
6 Directors and employees
The average monthly number of persons employed by the Group including Directors is analysed as follows:
Property Information
Events and Exhibitions
Consumer Media
Corporate costs
Year ended 30
September 2023
Number
1,110
436
2,608
35
4,189
Year ended 30
September 2022
Number
1,020
368
2,634
47
4,069
The total average number of persons employed by the Group in the year, for the purposes of calculating an average cost per employee, is 4,189 (2022 4,069).
Total staff costs comprised:
Wages and salaries
Share‐based payments
Social security costs
Pension costs
Total Directors’ remuneration comprised:
Aggregate emoluments
Aggregate pension allowances
Aggregate gains made on exercise of share options
Note
37, 40
Year ended 30
September 2023
£m
325.1
‐
30.4
77.3
432.8
Year ended 30
September 2022
£m
315.5
58.8
31.2
11.7
417.2
Year ended 30
September 2023
£m
10.8
0.3
‐
11.1
Year ended 30
September 2022
£m
6.8
0.7
19.2
26.7
During the year, the Company paid two (2022 four) Executive Directors (EDs) and eight (2022 eight) Non‐Executive Directors for their services.
All four EDs made gains on the exercise of share options in the prior period. The Group no longer awards equity‐settled long‐term incentive plans.
The total remuneration of the highest paid Director in the period was £6.5 million (2022 £8.4 million) analysed as follows:
Aggregate emoluments
Aggregate pension allowances
Aggregate gains made on exercise of share options
Year ended 30
September 2023
£m
6.2
0.3
‐
6.5
Year ended 30
September 2022
£m
2.3
0.3
5.8
8.4
75
Daily Mail and General Trust plc Annual Report 2023
7 Share of results and impairment of joint ventures and associates
Share of adjusted operating profits from operations of joint ventures
Share of adjusted operating losses from operations of associates
Share of adjusted operating losses from joint ventures and associates
Share of associates' other gains
Share of amortisation of intangibles arising on business combinations of associates
Share of associates' interest payable
Share of joint ventures' tax
Impairment of carrying value of associates
Impairment of carrying value of loans to associates
Share of results of joint ventures and associates and impairment of carrying value of associates and loans
to associates
Share of results from operations of joint ventures
Share of results from operations of associates
Impairment of carrying value of associates
Impairment of carrying value of loans to associates
Share of results of joint ventures and associates and impairment of carrying value of associates and loans
to associates
Note
14
13
13
11, 13
13, 23, (i)
13, 27, (ii)
23
23
23
27
Year ended 30
September 2023
£m
0.6
(2.3)
Year ended 30
September 2022
£m
0.9
(6.8)
(1.7)
0.1
(0.1)
(0.1)
(0.1)
(17.5)
‐
(19.4)
0.5
(2.4)
(1.9)
(17.5)
‐
(17.5)
(19.4)
(5.9)
0.1
(0.1)
(0.3)
(0.2)
(30.7)
(8.2)
(45.3)
0.7
(7.1)
(6.4)
(30.7)
(8.2)
(38.9)
(45.3)
(i)
(ii)
During the current year, this represents a £13.1 million write‐down in the carrying value of Kortext Ltd and a £4.4 million write‐down in the carrying value
of Quick Move Ltd, both held centrally, in light of current trading conditions. During the prior year, this represents a write‐down in the carrying value of
Factory 14 S.a.r.l amounting to £3.0 million and Yopa Property Ltd amounting to £27.7 million, both held centrally.
During the prior year, this represents a write down in the carrying value of convertible loan notes in Factory 14 S.a.r.l of £4.4 million and in Yopa Property
Ltd of £3.8 million.
76
Financial Statements
Financial Statements
Notes to the accounts
8 Other gains and losses
Profit/(loss) on disposal of property, plant and equipment
Profit on disposal and closure of businesses
Recycled cumulative translation differences
Gain on change in control
Profit on disposal of joint ventures and associates
Note
13, (i)
13, 17, (ii)
13, 17, 37, (iii)
23, (iv)
13, (v)
Year ended 30
September 2023
£m
7.8
17.3
(1.7)
1.7
0.9
26.0
Year ended 30
September 2022
£m
(0.8)
5.8
6.4
‐
19.4
30.8
There is no tax charge in relation to these other gains and losses (2022 £nil).
(i)
(ii)
(iii)
(iv)
In the current year this relates to the disposal of assets in Associated Printing (Portsmouth) Ltd within the Consumer Media segment.
In the current year this principally relates to unprovided contingent consideration received in relation to a prior period disposal of On‐Geo GmbH in the
Property Information segment.
In the prior year this principally relates to disposal of Landmark Insurance, a division of Landmark Information Group Ltd within the Property Information
segment.
Represents cumulative translation differences required to be recycled through the Consolidated Income Statement on disposal and closure of businesses.
During the year the Group purchased an additional 28.7% stake in Yopa Property Ltd, increasing its shareholding from 45.3% to 74.0%. In accordance with
IFRS 3, Business Combinations, the difference between the fair value of the Group’s 45.3% associate interest and its carrying value is treated as a gain on
change in control.
(v)
In the current year this represents the partial disposal of LineVision, Inc., held centrally.
In the prior year this represents additional unprovided proceeds from a prior year disposal of Also Energy Holdings, Inc. held centrally.
9 Investment revenue
Dividend income
Interest receivable from short‐term deposits
Interest receivable on loan notes
Year ended 30
September 2023
£m
1.9
0.7
0.1
2.7
Year ended 30
September 2022
£m
1.8
0.4
0.6
2.8
77
Daily Mail and General Trust plc Annual Report 2023
10 Net finance income/(expense)
Interest, arrangement and commitment fees payable on bonds, bank loans and loan notes
Finance charges in relation to trade finance facility
Finance charges in relation to revolving credit facility extension
Finance charge on lease liabilities
Premium paid on options
Change in fair value of derivatives, or portions thereof, not designated for hedge accounting
Change in fair value of derivative hedge of bond
Change in fair value of hedged portion of bond
Amortisation relating to terminated fair value hedge of bond
Hedge ineffectiveness
Change in fair value of contingent consideration payable
Finance expense
Gain on bond redemption
Change in fair value of derivatives, or portions thereof, not designated for hedge accounting
Costs of hedging recycled on currency swap termination
Hedge ineffectiveness
Finance income on defined benefit pension schemes
Finance income
Net finance income/(expense)
Note
13, (i)
13
32
32
13, 15, 32
13, 32
13, 34, (ii)
13, (iii)
13
13, 32, 37
13, 32
13, 33
Year ended 30
September
2023
£m
(11.2)
(2.2)
(0.3)
(1.1)
‐
(3.2)
‐
‐
(0.8)
‐
‐
(18.8)
3.0
‐
‐
1.9
42.7
47.6
28.8
Year ended 30
September
2022
£m
(17.0)
‐
‐
(0.9)
(7.2)
‐
(5.3)
5.3
(0.3)
(4.9)
(0.1)
(30.4)
‐
11.5
0.3
‐
11.9
23.7
(6.7)
(i)
The premium paid on options in the prior year represents the net cost of foreign exchange options (which do not meet the requirements for hedge
accounting) used to economically hedge US$600.0 million of the Group’s cash balances into sterling. During the prior year, the Group purchased US$600.0
million notional European call options, giving it the right, but not the obligation to buy GBP at an average GBP/USD exchange rate of 1.3555 exercisable for
settlement at the end of January 2022. This economically hedged the conversion of the Group’s USD cash balances into GBP, due to the highly probable
expectation that a special GBP dividend would be paid to shareholders following Rothermere Continuation Limited’s (RCL) offer to acquire all the issued
DMGT A Shares not already owned by RCL.
Following the announcement on 17 December 2021 that the final cash offer for all of the issued DMGT A Shares not already owned by RCL had been
declared unconditional, settlement of the special dividend (which was conditional on the final cash offer becoming or being declared unconditional)
occurred on 30 December 2021. Accordingly the purchased call options were unwound.
(ii)
The fair value movement of contingent consideration arises from the requirement of IFRS 3, Business Combinations, to measure such consideration at fair
value with changes in fair value taken to the Consolidated Income Statement.
(iii)
During the year, the Company bought back £50.2 million nominal of its outstanding 2027 bonds resulting in a gain of £3.0 million.
78
Financial Statements
Financial Statements
Notes to the accounts
11 Tax
The credit/(charge) on the loss for the year consists of:
UK tax
Corporation tax at 22.0% (2022 19.0%)
Adjustments in respect of prior years
Overseas tax
Corporation tax
Adjustments in respect of prior years
Total current tax
Deferred tax
Origination and reversals of temporary differences
Adjustments in respect of prior years
Total deferred tax
Total tax credit/(charge)
Relating to discontinued operations
Relating to continuing operations
Year ended 30
September 2023
£m
Year ended 30
September 2022
£m
Note
‐
0.1
0.1
(8.4)
1.0
(7.4)
(7.3)
11.0
0.7
11.7
4.4
‐
4.4
0.3
0.4
0.7
(7.3)
(2.6)
(9.9)
(9.2)
(77.9)
21.6
(56.3)
(65.5)
20.1
(85.6)
35
18
A deferred tax credit of £62.7 million (2022 charge of £95.0 million) relating to the actuarial movement on defined benefit pension schemes was recognised directly
in the Consolidated Statement of Comprehensive Income. A deferred tax charge of £nil (2022 £4.4 million) and a current tax charge of £nil (2022 £nil) relating to
share‐based payments were recognised directly in equity.
The tax credit/(charge) for the year is higher than the standard rate of corporation tax in the UK of 22.0% (2022 19.0%) representing the weighted average annual
corporate tax rate for the full financial year. The differences are explained below:
Loss on ordinary activities before tax ‐ continuing operations
Profit/(loss) before tax ‐ discontinued operations
Profit on disposal of discontinued operations
Total loss before tax
Tax on loss on ordinary activities at the standard rate
Effect of:
Amortisation and impairment of goodwill and intangible assets
Other expenses not deductible for tax purposes
Additional items deductible for tax purposes
Non‐taxable income
Derecognition of previously recognised deferred tax assets
Recognition of previously unrecognised deferred tax assets
Effect of overseas tax rates
Effect of associates' tax
Current year tax losses not recognised/unrecognised tax losses utilised
Write off/disposal of subsidiaries and associates
Effect of difference between UK statutory rate and deferred tax rate
Adjustment in respect of prior years
Other
Total tax credit/(charge) on the loss for the year ‐ continuing and discontinued operations
Year ended 30
September 2023
£m
(12.6)
12.5
‐
Year ended 30
September 2022
£m
(60.1)
(11.2)
2.7
Note
18
18
(0.1)
‐
(1.6)
(3.3)
1.6
3.2
‐
4.0
(0.5)
(0.4)
(4.2)
1.9
2.0
1.8
(0.1)
4.4
(68.6)
13.0
(1.1)
(9.8)
‐
0.3
(29.8)
‐
(0.3)
(1.2)
(29.3)
(1.0)
(23.2)
19.4
(2.5)
(65.5)
(i)
(ii)
(iii)
(iv)
(v)
(vi)
(vii)
(i)
Other expenses not deductible for tax purposes includes £nil (2022 £7.7 million) in respect of the acceleration of stock option expense to the Income
Statement for which no tax deduction is due.
79
Daily Mail and General Trust plc Annual Report 2023
(ii)
(iii)
(iv)
(v)
(vi)
(vii)
Non‐taxable income includes £2.8 million (2022 £nil) in respect of the release of a provision for settlement negotiations with the EPA in respect of the
Group’s former Energy Information business.
Derecognition of previously recognised deferred tax assets of £nil (2022 £28.6 million) relates to UK tax losses no longer expected to be offset against
future profits.
The tax impact of current year tax losses not recognised/unrecognised tax losses utilised includes £3.5 million (2022 £27.9 million) in respect of current
year UK tax losses not recognised following the large pension contributions made during 2022.
Write off/disposal of subsidiaries and associates relates to the actual tax charge on disposals being lower than the book profit on sale at the statutory tax
rate by £1.9 million (2022 £1.0 million higher than book profit).
The numbers for the current and prior years include the impact on deferred tax of the enacted UK rate change from 19.0% to 25.0% with effect from 1
April 2023. This also includes the impact of the Income Statement movement in the deferred tax liability on the pensions surplus recognized at 35.0%.
The adjustment in respect of prior years includes the reassessment of prior year items following the filing of tax returns, of which £nil (2022 £20.1 million
credit) relates to a reduction of the tax charge on sale of the Insurance Risk segment in 2021.
Adjusted tax on profits before amortisation and impairment of intangible assets and non‐recurring items (adjusted tax charge) amounted to a charge of £7.2
million (2022 £9.7 million) and the resulting effective rate is 17.7% (2022 24.8%). The differences between the tax credit/(charge) and the adjusted tax charge are
shown in the reconciliation below:
Total tax credit/(charge) on the loss for the year ‐ continuing and discontinued operations
Share of tax in joint ventures and associates
Deferred tax on amortisation and impairment of acquired intangible assets
Current year losses not recognised
Reassessment of temporary differences
Tax on other gains and losses ‐ continuing and discontinued operations
Tax on exceptional payments to pension schemes
Tax on finance credit on pension schemes
Tax on exceptional operating costs
Effect of difference between UK statutory rate and deferred tax rate
Tax on other adjusting items
Adjusted tax charge on the loss for the year
Year ended 30
September 2023
£m
4.4
(0.1)
(1.5)
3.5
(2.3)
‐
‐
12.7
(23.2)
(0.4)
(0.3)
(7.2)
Year ended 30
September 2022
£m
(65.5)
(0.2)
(1.6)
27.9
29.4
(20.1)
23.7
4.2
(4.4)
(4.2)
1.1
(9.7)
Note
7
(i)
(ii)
(iii)
(iv)
(v)
13
(i)
(ii)
(iii)
(iv)
(v)
In calculating the adjusted tax rate, the Group excludes the potential future impact of the deferred tax effects of intangible assets (other than internally
generated and acquired computer software), as the Group prefers to give users of its accounts a view of the tax charge based on the current status of such
items. Deferred tax would only crystallise on a sale of the relevant businesses, which is not anticipated at the current time, and such a sale, being an
exceptional item, would result in an exceptional tax impact.
The tax impact of current year tax losses not recognised/unrecognised tax losses utilised includes £3.5 million (2022 £27.9 million) in respect of current
year UK tax losses not recognised following the large pension contributions made during 2022.
Reassessment of temporary differences includes the recognition of previously unrecognised deferred tax assets and the derecognition of previously
recognised deferred tax assets of which £nil (2022 £29.4 million) relates to UK tax losses no longer expected to be offset against future profits.
Tax on other gains and losses includes a tax credit of £nil (2022 £20.1 million) in respect of the sale of the Insurance Risk segment.
The numbers include the impact on deferred tax of the enacted UK rate change from 19.0% to 25.0% with effect from 1 April 2023.
80
Financial Statements
Financial Statements
Notes to the accounts
12 Dividends
Year ended 30
September 2023
Year ended 30
September 2023
Year ended 30
September 2022
Year ended 30
September 2022
Note
Pence per share
£m
Pence per share
Amounts recognisable as distributions to equity holders in the year
Ordinary Shares ‐ final dividend for the year ended 30 September 2022
A Ordinary Non‐Voting Shares ‐ final dividend for the year ended 30
September 2022
Ordinary Shares ‐ final dividend for the year ended 30 September 2021
A Ordinary Non‐Voting Shares ‐ final dividend for the year ended 30
September 2021
Ordinary Shares ‐ interim dividend for the year ended 30 September 2023
A Ordinary Non‐Voting Shares ‐ interim dividend for the year ended 30
September 2023
Ordinary Shares ‐ interim dividend for the year ended 30 September 2022
A Ordinary Non‐Voting Shares ‐ interim dividend for the year ended 30
September 2022
Ordinary Shares ‐ special dividend for the year ended 30 September 2022
A Ordinary Non‐Voting Shares ‐ special dividend for the year ended 30
September 2022
Cazoo shares distributed in specie ‐ special dividend for the year ended 30
September 2022
(i)
(i)
(ii)
(ii)
(iii)
(iii)
(iv)
(iv)
24, (iv)
3.8
3.8
‐
‐
‐
2.2
2.2
2.3
2.3
‐
‐
‐
‐
‐
0.7
8.0
‐
‐
8.7
0.4
4.7
0.5
4.9
‐
‐
‐
10.5
19.2
‐
‐
17.3
17.3
‐
‐
‐
2.8
2.8
568.0
568.0
82.8
‐
‐
£m
‐
‐
3.4
36.4
39.8
‐
‐
0.5
5.8
113.0
1,197.3
109.8
1,426.4
1,466.2
(i)
(ii)
(iii)
(iv)
The Board declared a final dividend of £8.7 million (3.78 pence per Ordinary/A Ordinary Non‐Voting Share) at its meeting on 29 November 2022. This was
subsequently paid on 3 April 2023.
On 24 May 2023 the Board approved an interim dividend of £15.3 million (6.63 pence per Ordinary/A Ordinary Non‐Voting Share). This is payable in three
equal instalments in July 2023, October 2023 and January 2024. The amounts payable in October 2023 and January 2024 will absorb an estimated £10.2
million of shareholders’ equity for which no liability has been recognised in these Consolidated Financial Statements.
On 1 November 2022 the Board approved an interim dividend of £5.4 million (2.32 pence per Ordinary/A Ordinary Non‐Voting Share) for the year ended
September 2022. This was paid on 2 November 2022.
On 14 December 2021, a special dividend was declared to all DMGT shareholders with a record date of 16 December 2021. It was comprised of a cash
element of £5.68 per share and a share element of approximately 0.5749 shares in Cazoo Group Ltd (Cazoo) per DMGT share. Settlement of the cash
element of £1,310.3 million occurred on 30 December 2021 and settlement of the Cazoo share element of £109.8 million occurred on 24 June 2022.
The Board declared a final dividend of 2.50 pence per Ordinary/A Ordinary Non‐Voting Share at its 28 November 2023 meeting (2022 3.78 pence). It will absorb an
estimated £5.8 million (2022 £8.7 million) of shareholders’ equity for which no liability has been recognised in these Consolidated Financial Statements.
81
Daily Mail and General Trust plc Annual Report 2023
13 Adjusted profit
(Loss)/profit before tax
Profit on disposal of discontinued
operations including recycled cumulative
translation differences
Adjust for:
Amortisation of intangible assets in
Group profit, including joint ventures
and associates, arising on business
combinations
Impairment of goodwill and intangible
assets arising on business
combinations
Exceptional operating costs/(income),
impairment of internally generated
and acquired computer software
Share of joint ventures' and
associates' other gains and losses
Impairment of carrying value of joint
ventures and associates
Impairment of carrying value of loans
to associates
Other gains and losses:
(Profit)/loss on disposal of property,
plant and equipment
Profit on disposal of businesses, joint
ventures, associates, change of
control and recycled cumulative
translation differences
Profit on disposal of discontinued
operations including recycled
cumulative translation differences
Finance costs:
Premium paid on options
Finance income on defined benefit
pension schemes
Fair value movements including share
of joint ventures and associates
Hedge ineffectiveness
Costs of hedging recycled on currency
swap termination
Upfront revolving credit facility fees
Gain on bond redemption
Tax:
Share of tax in joint ventures and
associates
Adjusted profit before tax and non‐
controlling interests
Adjusted tax charge
Non‐controlling interests
Adjusted profit after taxation and non‐
controlling interests
3
3
7
7
7
8
8
18
10
10
10
10
10
10
10
7,
11
11
(i)
Year ended 30
September 2023
Total
£m
(0.1)
‐
Note
3
18
3, 7
12.6
8.4
Year ended 30
September 2023
Discontinued
operations
(Note 18)
£m
12.5
Year ended 30
September 2023
Year ended 30
September 2022
Continuing
operations
£m
(12.6)
Total
£m
(71.3)
Year ended 30
September 2022
Discontinued
operations
(Note 18)
£m
(11.2)
Year ended 30
September 2022
Continuing
operations
£m
(60.1)
‐
‐
‐
‐
2.7
2.7
‐
12.6
11.4
8.4
9.3
‐
‐
11.4
9.3
71.9
(12.5)
84.4
91.1
11.2
79.9
(0.1)
17.5
‐
(7.8)
(18.2)
‐
‐
(42.7)
4.0
(1.9)
‐
‐
(3.0)
0.1
40.7
(7.2)
1.5
35.0
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
(0.1)
17.5
‐
(0.1)
30.7
8.2
(7.8)
0.8
(18.2)
(31.6)
‐
‐
‐
‐
‐
(0.1)
30.7
8.2
0.8
(31.6)
‐
‐
(42.7)
4.0
(1.9)
‐
‐
(3.0)
0.1
40.7
(7.2)
1.5
35.0
(2.7)
(2.7)
‐
7.2
(11.9)
(11.1)
4.9
(0.3)
1.8
‐
0.2
39.3
(9.7)
0.2
29.8
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
7.2
(11.9)
(11.1)
4.9
(0.3)
1.8
‐
0.2
39.3
(9.7)
0.2
29.8
(i) The adjusted non‐controlling interests’ share of losses for the year of £1.5 million (2022 £0.2 million) is stated after eliminating a credit of £0.3 million (2022
£0.1 million), being the non‐controlling interests’ share of adjusting items.
82
Financial Statements
Financial Statements
Notes to the accounts
14 EBITDA and cash generated from/(used in) operations
Continuing operations
Adjusted operating profit
Non‐exceptional depreciation charge on property, plant and equipment
Non‐exceptional depreciation charge on right of use assets
Amortisation of internally generated and acquired computer software not arising on business
combinations
Operating losses from joint ventures and associates
Share of charge of depreciation and amortisation of internally generated and acquired computer software
not arising on business combinations of joint ventures and associates
Dividend income
EBITDA
Adjustments for:
Share‐based payments
Loss on disposal of lease liability re right to use assets
Share of losses from joint ventures and associates
Exceptional operating costs
Non‐cash pension past service cost/(credit)
Dividend income
Share of charge of depreciation and amortisation of internally generated and acquired computer
software not arising on business combinations of joint ventures and associates
Increase in inventories
Decrease/(increase) in trade and other receivables
(Decrease)/increase in trade and other payables
(Decrease)/increase in provisions
Additional payments into pension schemes
Receipt in respect of prior period pension payment
Cash generated from/(used in) operations
Note
3
3, 21
3, 22
3, 20
7
9
37
7
3
3
9
(i)
33
37
Year ended 30
September 2023
£m
Year ended 30
September 2022
£m
54.6
11.2
14.5
2.8
(1.7)
0.4
1.9
83.7
‐
(0.2)
1.7
(71.9)
65.3
(1.9)
(0.4)
(21.5)
94.9
(17.6)
(23.1)
‐
4.0
113.0
58.8
16.3
13.8
4.3
(5.9)
0.4
1.8
89.5
58.8
(0.1)
5.9
(91.1)
(17.8)
(1.8)
(0.4)
(9.0)
(38.2)
37.0
10.4
(412.9)
‐
(369.7)
(i)
During the year the Group sold certain UK trade receivables in the Consumer Media segment to MUFG Bank Ltd, London Branch (the Bank).
The terms of this sale resulted in substantially all of the risks and rewards associated with these trade receivables being transferred from the
Group. Accordingly, in accordance with IFRS 9 these trade receivables were derecognised resulting in a one‐off reduction in working capital of
approximately £52.0 million.
83
Daily Mail and General Trust plc Annual Report 2023
15 Analysis of net debt
Note
28
28, 31
31, (i)
31, (i)
31
31, (i)
27
Cash and cash equivalents
Bank overdrafts
Net cash and cash equivalents
Debt due within one year
Lease liabilities
Debt due after one year
Bonds
Loan notes
Lease liabilities
Net debt before effect of derivatives
Effect of derivatives
Collateral deposits
Net debt at closing exchange rate
Net debt at average exchange rate
At 1 October
2022
£m
53.0
(0.7)
52.3
(7.3)
(194.6)
‐
(21.5)
(171.1)
(16.0)
5.1
(182.0)
(173.7)
On acquisition of
subsidiaries
(Note 16)
£m
‐
‐
‐
(0.3)
‐
‐
‐
(0.3)
‐
‐
(0.3)
Cash flow
£m
23.1
‐
23.1
8.2
46.8
(1.4)
‐
76.7
‐
(3.2)
73.5
Foreign
exchange
movements
£m
(4.5)
‐
(4.5)
Other non‐cash
movements (i)
£m
‐
‐
At 30 September
2023
£m
71.6
(0.7)
‐
70.9
0.6
‐
‐
1.0
(2.9)
4.4
‐
1.5
(10.9)
(9.7)
2.3
‐
2.1
(6.5)
‐
‐
(6.5)
(145.5)
(1.4)
(18.4)
(104.1)
(11.6)
1.9
(113.8)
(112.6)
The net cash inflow of £23.1 million (2022 outflow of £1,721.9 million) includes a cash outflow of £31.3 million (2022 £70.3 million) in respect of operating
exceptional items.
(i)
Other non‐cash movements include the unwinding of bond issue discount and amortisation of bond issue costs amounting to £0.1 million (2022
£0.1 million), amortisation relating to the terminated bond fair value hedge amounting to £0.8 million (2022 £0.3 million), gain on bond
redemption of £3.2 million (2022 £nil), £1.0 million (2022 £0.9 million) finance charges relating to IFRS 16 Leases and £9.0 million (2022 £8.1
million) in relation to new lease commitments.
84
Financial Statements
Financial Statements
Notes to the accounts
16 Summary of the effects of the acquisition
In January 2023 the Group acquired an additional 28.7% stake in Yopa Property Ltd (Yopa), for cash consideration of £1.6 million. Total consideration, including the
fair value of the Group’s previously held 45.3% interest amounted to £4.7 million.
Yopa contributed £13.2 million to the Group’s revenue, reduced the Group’s operating profit by £3.6 million and reduced the Group’s profit after tax by £3.5 million.
If the acquisition had been completed on the first day of the financial year, Yopa would have contributed £17.5 million to the Group’s revenue, reduced the Group’s
operating profit by £5.6 million and reduced the Group’s profit after tax by £5.2 million.
Acquisition‐related costs, amounting to £0.1 million, have been charged against profits for the period in the Consolidated Income Statement.
Provisional fair value of net assets acquired with the acquisition:
Goodwill
Intangible assets
Right of use assets
Trade and other receivables
Cash and cash equivalents
Trade and other payables
Lease liabilities
Provisions
Deferred tax
Net assets/(liabilities) acquired
Non‐controlling interest share of net assets acquired
Group share of net assets/(liabilities) acquired
Note
19, (i)
20
22
15
34
35
38
Book value
£m
‐
‐
0.2
1.5
3.5
(5.8)
(0.3)
(0.1)
‐
(1.0)
0.2
(0.8)
(i) The amount of goodwill which is deductible for the purposes of calculating the Group’s tax charge is £nil.
Cost of the acquisition:
Cash paid in current year
Fair value of investment in associate on acquisition of control
Total consideration at fair value
Fair value at
acquisition
£m
2.8
5.5
‐
‐
‐
‐
‐
‐
(1.4)
6.9
(1.4)
5.5
Note
23
Total
£m
2.8
5.5
0.2
1.5
3.5
(5.8)
(0.3)
(0.1)
(1.4)
5.9
(1.2)
4.7
Total
£m
1.6
3.1
4.7
Reconciliation to purchase of businesses and subsidiary undertakings as shown in the Consolidated Cash Flow Statement:
Cash consideration
Cash paid to settle contingent consideration in respect of acquisitions
Cash and cash equivalents acquired with subsidiaries
Purchase of businesses and subsidiary undertakings
Note
32, 34, (i)
Year ended 30
September 2023
£m
1.6
‐
(3.5)
(1.9)
Year ended 30
September 2022
£m
0.3
1.2
‐
1.5
(i) Cash paid to settle contingent consideration in respect of acquisitions includes £nil (2022 £0.5 million) within the Property Information segment and £nil (2022
£0.7 million) within the Events and Exhibitions segment.
85
Daily Mail and General Trust plc Annual Report 2023
17 Summary of the effects of disposals
Reconciliation to disposal of businesses and subsidiary undertakings as shown in the Consolidated Cash Flow Statement:
Cash consideration net of disposal costs ‐ continuing operations
Cash consideration net of disposal costs ‐ discontinued operations
Cash consideration received in the current year relating to businesses sold in the prior year
Proceeds on disposal of businesses and subsidiary undertakings
Year ended 30
September 2023
£m
‐
‐
17.3
17.3
Year ended 30
September 2022
£m
5.7
2.0
‐
7.7
In the current year this relates to unprovided contingent consideration received in relation to a prior period disposal of On‐Geo Gmbh in the Property Information
segment.
In the prior year, the Group disposed of Landmark Insurance, a division of Landmark Information Group Ltd within the Group’s Property Information segment for
net proceeds of £4.8 million.
The businesses disposed of during the prior year absorbed £0.1 million of the Group’s net operating cash flows, contributed £nil in respect of investing activities and
paid £nil in respect of financing activities.
There is no tax in relation to these disposals.
86
Financial Statements
Financial Statements
Notes to the accounts
18 Discontinued operations
On 26 August 2019, the Group announced the sale of its Energy Information segment to Verisk Analytics, Inc. which completed on 5 November 2019 following the
completion of customary closing conditions.
On 5 August 2021, the Group announced the sale of its Insurance Risk segment to Moody’s Corporation which completed on 15 September 2021 following the
completion of customary closing conditions.
The Group’s Consolidated Income Statement includes the following results from discontinued operations:
Exceptional operating income/(costs)
Profit/(loss) before tax attributable to discontinued operations
Profit on disposal of discontinued operations
Tax credit on profit on disposal of discontinued operations
Profit/(loss) attributable to discontinued operations
Note
3, 13, (i)
3, 13
11
Energy
Information
£m
12.5
12.5
‐
‐
12.5
Year ended 30
September 2023
£m
12.5
12.5
‐
‐
12.5
Insurance
Risk
£m
‐
‐
2.7
20.1
22.8
Energy
Information
£m
(11.2)
(11.2)
‐
‐
(11.2)
Year ended 30
September 2022
£m
(11.2)
(11.2)
2.7
20.1
11.6
(i)
The Group’s Energy Information business (Genscape) provided a third‐party auditor service verifying Renewable Identification Numbers (RINs) for
renewable fuel production activities in the US, as part of the Renewable Fuel Standard Quality Assurance Program (Program), a regulatory program
administered by the US Environmental Protection Agency (EPA).
Following discovery and self‐reporting to the EPA by Genscape of potential fraudulent RINs generated by two companies unconnected with DMGT but
verified by Genscape between 2013 and 2014 under the Program, the EPA issued a notice of intent to revoke the ability of Genscape to verify RINs as a
third‐party auditor on 4 January 2017. Following the EPA investigation of the two companies in April 2016, the two companies pleaded guilty of fraud in
connection with the broader scheme to generate RINs.
EPA regulations for the audit Program set a liability cap on replacement of invalid RINs of 2.0% of the RINs. In April 2017 Genscape voluntarily paid the
2.0% liability cap associated with the invalid RINs at a cost of US$1.3 million, based on the then‐prevailing market rates, subject to a reservation of rights.
The EPA regulations allow for situations where the cap does not apply ‐ including fraud, auditor error and negligence.
The EPA has not alleged any fraud or intentional wrongdoing by Genscape, but in its May 2019 final determination letter, the EPA found grounds for auditor
error and negligence by Genscape and ordered Genscape to replace 69.2 million additional RINs it had verified. In July 2019, Genscape filed a petition for
review with the Sixth Circuit Court of Appeals and a motion to stay the EPA’s order to replace the 69.2 million RINs which was accepted for the duration of
Genscape’s petition for review.
Following the sale of Genscape to Verisk, DMGT plc remained responsible for any costs, claims or awards and all settlement negotiations with the EPA.
During the prior year agreement was reached with the EPA whereby DMGT plc, without admitting any wrongdoing, agreed to replace and cancel 24.0
million RINs over a four‐year period. Accordingly, during the current year, the Group acquired and cancelled 6.0 million RINs for US$9.5 million (£7.6 million)
and contracted to acquire the remaining 18.0 million RINs for US$20.3 million (£16.6 million) resulting in a provision release of £12.5 million. Consistent
with previous periods this release is shown as an exceptional operating item within discontinued operations.
No deferred tax asset has been recognised in respect of the provision as no tax deduction is available for the cost of acquiring the RINs.
Cash flows associated with discontinued operations comprise operating cash outflows of £nil (2022 £nil), investing cash outflows of £5.4 million (2022 £2.2 million)
and financing cash outflows of £nil (2022 £nil).
87
Daily Mail and General Trust plc Annual Report 2023
19 Goodwill
Cost
At 1 October 2021
Additions
Transfer from other intangible assets
At 30 September 2022
Additions from business combinations
Exchange adjustment
At 30 September 2023
Accumulated impairment losses
At 1 October 2021
Impairment
At 30 September 2022
Impairment
At 30 September 2023
Net book value – 2021
Net book value – 2022
Net book value – 2023
Note
3
20
3, 16
Goodwill
£m
254.0
0.2
2.0
256.2
2.8
0.1
259.1
Note
Goodwill
£m
3
3
45.9
8.8
54.7
8.4
63.1
208.1
201.5
196.0
The Group tests goodwill annually for impairment, or more frequently if there are indicators that goodwill might be impaired. Intangible assets, all of which have
finite lives, are tested separately from goodwill only where impairment indicators exist. Recoverable amounts have been determined using value in use calculations
in accordance with IAS 36, Impairment of Assets.
The discount rates and long‐term growth rates used in the value in use calculations for CGUs with goodwill and intangible assets with a total carrying value greater
than £10.0 million are as follows:
At 30 September 2023
CGU
Property Information
The 'i' Goodwill
The 'i' Masthead
New Scientist Goodwill
New Scientist Brand
New Scientist Customer Relations
At 30 September 2022
CGU
Property Information
The 'i' Goodwill
The 'i' Masthead
New Scientist Goodwill
New Scientist Brand
New Scientist Customer Relations
Methodology
Value in use
Value in use
Value in use
Value in use
Value in use
Value in use
Segment
Property Information
Consumer Media
Consumer Media
Consumer Media
Consumer Media
Consumer Media
Methodology
Value in use
Value in use
Value in use
Value in use
Value in use
Value in use
Segment
Property Information
Consumer Media
Consumer Media
Consumer Media
Consumer Media
Consumer Media
Intangible asset
£m
13.4
‐
23.5
‐
18.7
10.4
66.0
Intangible asset
£m
18.3
‐
27.3
‐
20.4
11.0
77.0
Goodwill
£m
141.2
8.9
‐
29.5
‐
‐
179.6
Goodwill
£m
141.1
8.9
‐
37.9
‐
‐
187.9
Pre‐tax discount rate
15.47% to 16.65%
14.01%
14.01%
14.01%
14.01%
14.01%
Pre‐tax discount rate
15.47% to 17.19%
14.31%
14.31%
14.31%
14.31%
14.31%
Long‐term
growth/(decline)
rate
2.0%
(3.0%)
(3.0%)
2.0%
2.0%
2.0%
Long‐term
growth/(decline)
rate
2.0%
(3.0%)
(3.0%)
2.0%
2.0%
2.0%
Goodwill impairment losses recognised in the year amounted to £8.4 million relating to New Scientist in the Consumer Media segment following a further reduced
long‐term forecast. There is a tax charge of £nil associated with these impairment charges.
88
Financial Statements
Financial Statements
Notes to the accounts
In the prior year, the Group recognised goodwill impairment losses amounting to £8.5 million relating to New Scientist in the Consumer Media segment following
a reduced forecast and £0.3 million relating to IPE in the Events and Exhibitions segment following a reduced forecast given the continued uncertainty caused by
the Covid‐19 pandemic. There was a tax charge of £nil associated with these impairment charges.
The Group’s policy on impairment of goodwill is set out in Note 2.
In accordance with paragraph 134 of IAS 36, further disclosures have been provided in relation to New Scientist and The ‘i’ where reasonably possible changes in
the key assumptions would result in an increased impairment charge.
The New Scientist CGU within the Consumer Media segment holds goodwill with a carrying value of £29.5 million (2022 £37.9 million) together with intangible
assets with a carrying value of £29.1 million (2022 £31.4 million). The carrying value of the New Scientist CGU has been determined using a value in use calculation
in line with IAS 36. The methodology applied to the value in use calculations reflects past experience and external sources of information including:
(i) cash flows for the business for the following year derived from budgets for 2024. The Directors believe these to be reasonably achievable;
(ii) subsequent cash flows for four additional years increased in line with growth expectations of the business;
(iii) cash flows beyond the five‐year period extrapolated using a long‐term nominal growth rate of 2.0%; and
(iv) a pre‐tax discount rate of 14.01%.
For this business the Directors have performed a sensitivity analysis on the total carrying value of the CGU. If the discount rate increased by 1.0% the impairment
charge would increase by £6.6 million; if the long‐term growth rate decreased by 1.0% the impairment charge would increase by £5.1 million; and if the business
missed budget by 10.0% the impairment charge would increase by £5.9 million.
The ‘i’ within the Group’s Consumer Media segment, holds goodwill with a carrying value of £8.9 million (2022 £8.9 million) together with intangible assets with a
carrying value of £23.5 million (2022 £27.3 million). The carrying value of The ‘i’ has been determined using a value in use calculation in line with IAS 36. The
methodology applied to the value in use calculations reflects past experience and external sources of information including:
(i) cash flows for the business for the following year derived from budgets for 2024. The Directors believe these to be reasonably achievable;
(ii) subsequent cash flows for four additional years increased in line with growth expectations of the business;
(iii) cash flows beyond the five‐year period extrapolated using a long‐term nominal growth rate of ‐3.0%; and
(iv) a pre‐tax discount rate of 14.01%.
Using the above methodology, the recoverable amount exceeded the total carrying value by £5.7 million (2022 £15.2 million). For this business the Directors
performed a sensitivity analysis on the total carrying value of the CGU. For the recoverable amount to be equal to the carrying value the discount rate would need
to be increased by 2.24% to 12.74% (2022 by 5.68% to 14.62%), the long‐term growth rate would need to decline by ‐3.77% to ‐6.77% (2022 by ‐11.96% to ‐14.96%),
or the CGU would need to miss budget by 38.26% (2022 27.53%).
As discussed in the Energy and Carbon Reporting section of the Directors’ Report, two climate‐change scenarios have been used to consider the possible risks that
could result from climate change and adversely affect the Group’s CGUs over different timescales.
The first scenario covers a base case where governments, companies and individuals act quickly and are very successful in reducing emissions and limiting climate
change. The extensive actions taken result in a raft of transition factors as government policy, markets, technology, preferences and behaviours all change. As a
result of these swift and effective actions, the chronic and acute physical impacts of climate change are relatively limited.
This scenario is based on the Intergovernmental Panel on Climate Change (IPCC) Representative Concentration Pathway (RCP) 2.6. It also incorporates the
International Energy Agency’s Announced Pledges Scenarios (APS). The scenario assumes that all aspirational targets announced by the UK government are met on
time and in full, including the long‐term target of net zero by 2050, energy access goals and other national pledges. The APS includes all recent major national
announcements for 2030 targets and longer‐term net zero targets in legislation or in updated Nationally Determined Contributions (NDCs). The APS assumes that
the UK fully implements the national targets to 2030 and 2050. RCP 2.6 assumes a global temperature increase, relative to pre‐industrial levels, of around 1.5 to
1.8°C by 2100.
The second scenario covers a worst case and is based on the IPCC’s RCP 8.5 pathway, which assumes a global temperature increase, relative to pre‐industrial levels,
of around 4.3°C by 2100. Under this scenario, it is assumed that no carbon reduction measures are taken and, consequently, there are no transition factors to
consider. This scenario assumes severe impacts on ecosystems, increased frequency and intensity of extreme weather events, rising sea levels, and other extreme
adverse physical effects of climate change.
Taking into account transition factors, as well as the physical impacts of climate change, an assessment was performed of the likelihood of the risks crystalising and
the impact if they were to do so. This informed a review of the Group's resilience under the two climate‐change scenarios. It was concluded that the Events and
Exhibitions segment and Consumer Media segment’s print products are the most susceptible to the physical impacts of climate change, as well as to actions taken
to prevent it, but that any adverse effects are likely to be sufficiently limited as to not impact the conclusions of the impairment tests.
89
Daily Mail and General Trust plc Annual Report 2023
This conclusion was based on the Group’s relatively low value goodwill and intangible assets, combined with significant value in use headroom, the ongoing
migration of print to digital products combined with the Group’s entrepreneurial culture which encourages innovation. It is expected that the products and services
offered by the Group, as well as the revenue models used to monetise them, will continue to evolve with the changing landscape of transition factors and physical
impacts.
20 Other intangible assets
Cost
At 1 October 2021
Transfer to goodwill
Internally generated
Disposals
Exchange adjustment
At 30 September 2022
Additions from business combinations
Other additions
Internally generated
Exchange adjustment
At 30 September 2023
Accumulated amortisation
At 30 September 2021
Re‐presentation
Re‐presented at 1 October 2021
Charge for the year as re‐presented
Impairment
Disposals
Exchange adjustment
At 30 September 2022
Charge for the year
Exchange adjustment
At 30 September 2023
Net book value – 2021
Net book value – 2022
Net book value – 2023
Note
19
3
3, 16
3
3
Note
(i)
3, (i)
3
3
Publishing
rights,
mastheads
and titles
£m
105.6
‐
‐
‐
‐
105.6
‐
‐
‐
‐
105.6
Publishing
rights,
mastheads and
titles
£m
67.5
7.0
74.5
3.8
‐
‐
‐
78.3
3.8
‐
82.1
38.1
27.3
23.5
Market‐ and
customer‐related
databases and
customer
relationships
£m
Computer
software
(ii)
£m
88.0
(2.0)
‐
‐
1.7
87.7
‐
‐
‐
(0.9)
86.8
70.8
‐
4.3
(0.1)
2.6
77.6
‐
0.3
2.8
(1.2)
79.5
Market‐ and
customer‐
related
databases and
customer
relationships
£m
Computer
software
(ii)
£m
63.2
‐
63.2
4.5
0.1
‐
1.6
69.4
5.3
(0.9)
73.8
24.8
18.3
13.0
57.8
‐
57.8
5.0
‐
(0.1)
2.6
65.3
3.2
(1.1)
67.4
13.0
12.3
12.1
Brands
£m
50.3
‐
‐
‐
2.3
52.6
5.5
‐
‐
(1.3)
56.8
Brands
£m
33.2
(7.0)
26.2
2.3
0.4
‐
2.2
31.1
3.0
(1.4)
32.7
17.1
21.5
24.1
Other
£m
0.1
‐
‐
‐
‐
0.1
‐
‐
‐
‐
0.1
Other
£m
0.1
‐
0.1
‐
‐
‐
‐
0.1
‐
‐
0.1
‐
‐
‐
Total
£m
314.8
(2.0)
4.3
(0.1)
6.6
323.6
5.5
0.3
2.8
(3.4)
328.8
Total
£m
221.8
‐
221.8
15.6
0.5
(0.1)
6.4
244.2
15.3
(3.4)
256.1
93.0
79.4
72.7
Impairment losses recognised in the prior year amounted to £0.5 million relating to Plastex in the Events and Exhibitions segment following a reduced
forecast given the continued uncertainty caused by the Covid‐19 pandemic. There was a tax credit of £0.1 million associated with this impairment charge.
90
Financial Statements
Financial Statements
Notes to the accounts
(i)
(ii)
The Group has re‐presented the breakdown of amortisation in the table above, relating to publishing rights acquired with The 'i', to correct the
analysis of the balances as at 30 September 2022.
Computer software includes purchased and internally generated intangible assets, not arising on business combinations, as follows:
Cost
At 1 October 2021
Additions
Exchange adjustment
At 30 September 2022
Additions
Exchange adjustment
At 30 September 2023
Accumulated amortisation
At 1 October 2021
Charge for the year
Exchange adjustment
At 30 September 2022
Charge for the year
Exchange adjustment
At 30 September 2023
Net book value – 2021
Net book value – 2022
Net book value – 2023
Note
£m
3
3
3
3
60.0
4.3
2.2
66.5
3.1
(1.0)
68.6
48.9
4.3
2.2
55.4
2.8
(1.1)
57.1
11.1
11.1
11.5
The following table analyses intangible assets in the course of construction included in the internally generated intangibles above, on which no
amortisation has been charged in the year since they have not been brought into use.
Cost
At 1 October 2021
Additions
Projects completed
At 30 September 2022
Additions
Projects completed
At 30 September 2023
£m
6.0
4.3
(2.6)
7.7
2.4
(3.2)
6.9
The methodologies applied to the Group’s CGUs when testing for impairment and details of the above impairment charge are set out in Note 2.
The Group’s largest intangible assets with a carrying value greater than £10.0 million are further analysed as follows:
The 'i' Masthead
New Scientist Brand
New Scientist Customer Relations
At 30
September 2023
Carrying
value
£m
23.5
18.7
10.4
At 30
September 2022
Carrying
value
£m
27.3
20.4
11.0
At 30 September
2023 Remaining
amortisation
period
Years
6.2
12.4
12.4
At 30 September
2022 Remaining
amortisation
period
Years
7.2
13.4
13.4
Segment
Consumer Media
Consumer Media
Consumer Media
91
Daily Mail and General Trust plc Annual Report 2023
21 Property, plant and equipment
Cost
At 1 October 2021
Additions
Disposals
Transfers from Right of use assets
Exchange adjustment
At 30 September 2022
Additions
Disposals
Exchange adjustment
At 30 September 2023
Accumulated depreciation and impairment
At 1 October 2021
Charge for the year
Disposals
Transfers from Right of use assets
Exchange adjustment
At 30 September 2022
Charge for the year
Disposals
Exchange adjustment
At 30 September 2023
Net book value – 2021
Net book value – 2022
Net book value – 2023
Note
3
22
3
Note
3
22
3
Freehold
properties
£m
Short leasehold
properties
£m
Plant,
equipment and
other
£m
41.2
‐
‐
1.5
‐
42.7
‐
(1.4)
‐
41.3
1.9
0.8
‐
‐
‐
2.7
0.1
‐
0.1
2.9
243.6
9.1
(2.9)
0.2
2.7
252.7
5.5
(0.7)
(1.3)
256.2
Freehold
properties
£m
Short leasehold
properties
£m
Plant,
equipment and
other
£m
20.6
1.5
‐
‐
‐
22.1
0.3
‐
‐
22.4
20.6
20.6
18.9
1.4
0.3
‐
‐
‐
1.7
0.2
‐
‐
1.9
0.5
1.0
1.0
209.3
14.5
(1.8)
0.2
1.9
224.1
10.7
(0.7)
(1.1)
233.0
34.3
28.6
23.2
Total
£m
286.7
9.9
(2.9)
1.7
2.7
298.1
5.6
(2.1)
(1.2)
300.4
Total
£m
231.3
16.3
(1.8)
0.2
1.9
247.9
11.2
(0.7)
(1.1)
257.3
55.4
50.2
43.1
92
Financial Statements
Financial Statements
Notes to the accounts
22 Right of use assets
Cost
At 1 October 2021
Additions
Disposals
Transfers to freehold properties and plant and equipment
Exchange adjustment
At 30 September 2022
Owned by subsidiaries acquired
Additions
Disposals
Exchange adjustment
At 30 September 2023
Accumulated depreciation
At 1 October 2021
Charge for the year
Disposals
Transfers to freehold properties and plant and equipment
Exchange adjustment
At 30 September 2022
Charge for the year
Disposals
Exchange adjustment
At 30 September 2023
Net book value ‐ 2021
Net book value ‐ 2022
Net book value ‐ 2023
Note
3
21
3, 16
3
Note
3
21
3, (i)
Leasehold
properties
£m
Plant and
equipment
£m
56.6
10.6
(3.4)
(1.5)
4.3
66.6
0.2
16.4
(24.3)
(2.2)
56.7
3.0
0.6
(0.5)
(0.2)
‐
2.9
‐
2.3
(1.1)
‐
4.1
Leasehold
properties
£m
Plant and
equipment
£m
23.5
13.0
(1.6)
‐
1.8
36.7
13.6
(23.6)
(1.0)
25.7
33.1
29.9
31.0
1.4
0.8
(0.5)
(0.2)
‐
1.5
0.9
(0.9)
‐
1.5
1.6
1.4
2.6
Total
£m
59.6
11.2
(3.9)
(1.7)
4.3
69.5
0.2
18.7
(25.4)
(2.2)
60.8
Total
£m
24.9
13.8
(2.1)
(0.2)
1.8
38.2
14.5
(24.5)
(1.0)
27.2
34.7
31.3
33.6
(i)
As well as including, in accordance with IFRS 16, charges in respect of right of use assets resulting from future obligations under lease contracts,
the depreciation charge includes £3.9 million (2022 £nil) resulting from cumulative capital expenditure of £13.1 million (2022 £3.2 million).
93
Daily Mail and General Trust plc Annual Report 2023
23 Investments in joint ventures and associates
Joint ventures
At 1 October 2021
Share of retained reserves
Dividends received
At 30 September 2022
Additions ‐ cash
Share of retained reserves
Dividends received
At 30 September 2023
Note
Cost of shares
£m
Share of post‐
acquisition
retained
reserves
£m
7
(i)
7
(i)
‐
‐
‐
‐
0.1
‐
‐
0.1
1.7
0.7
(1.1)
1.3
‐
0.5
(0.5)
1.3
Total
£m
1.7
0.7
(1.1)
1.3
0.1
0.5
(0.5)
1.4
(i)
During the current year, the Group received dividends from Decision First Ltd. During the prior year, the Group received dividends from Decision
First Ltd and PointX Ltd, both in the Property Information segment.
Summary aggregated financial information for the Group’s joint ventures, extracted on a 100% basis from the joint ventures’ own financial information,
is set out below:
Year ended 30 September 2023
Property Information
At 30 September 2023
Property Information
Year ended 30 September 2022
Property Information
At 30 September 2022
Property Information
Revenue
£m
4.5
Operating profit
£m
1.2
Total expenses
£m
(3.5)
Profit for the year
£m
1.0
Total
comprehensive
income
£m
1.0
Non‐current assets
£m
0.2
Current assets
£m
3.8
Total assets
£m
4.0
Current liabilities
£m
(1.5)
Total liabilities
£m
(1.5)
Net assets
£m
2.5
Revenue
£m
4.6
Operating profit
£m
1.7
Total expenses
£m
(3.2)
Profit for the year
£m
1.4
Total
comprehensive
income
£m
1.4
Non‐current assets
£m
0.3
Current assets
£m
3.6
Total assets
£m
3.9
Current liabilities
£m
(1.3)
Total liabilities
£m
(1.3)
Net assets
£m
2.6
At 30 September 2023 the Group's joint ventures had capital commitments amounting to £nil (2022 £nil). There were no material contingent liabilities
(2022 none).
Information on all joint ventures:
Unlisted
PointX Ltd
(incorporated and operating in the UK)
Decision First Ltd
(incorporated and operating in the UK)
DMG & KAOUN FZCo
(incorporated and operating in the UAE)
Northprint Manchester Ltd
(incorporated in the UK)
Segment
Principal activity
Year ended
Description of
holding
Group
interest
%
Property Information
Property Information
Events and
Exhibitions
Provider of a points of interest database
covering Great Britain
Developer of technology links to allow
communication between mortgage lenders
and service providers
Provider of hotel and hospitality events
31 March 2023
Ordinary B
50.0
31 December
2022
30 September
2023
Ordinary
50.0
Ordinary
50.0
Consumer Media
Dormant company 31 March 2023
Ordinary
50.0
94
Financial Statements
Financial Statements
Notes to the accounts
Associates
At 1 October 2021
Additions ‐ cash
Additions ‐ non cash
Share of retained reserves
Dividends received
Impairment
Transfer to financial assets at fair value through Other Comprehensive Income
Disposals
Exchange adjustment
At 30 September 2022
Additions ‐ cash
Additions ‐ non cash
Share of retained reserves
Dividends received
Impairment
Transfer to investment in subsidiaries
Gain on revaluation of associate
Disposals
Exchange adjustment
At 30 September 2023
Note
Cost of shares
£m
Share of post‐
acquisition
retained
reserves
£m
(i)
(ii)
7
(iii)
7
24
(iv)
(v)
(vi)
7
(vii)
7
16, (viii)
8
(ix)
109.7
3.4
0.3
‐
‐
(30.7)
(0.3)
(0.3)
0.5
82.6
1.9
1.0
‐
‐
(17.5)
(3.1)
1.7
(17.3)
(0.1)
49.2
(40.5)
‐
‐
(7.1)
(0.1)
‐
‐
0.3
(0.5)
(47.9)
‐
‐
(2.4)
(0.1)
‐
‐
‐
17.1
0.2
(33.1)
Total
£m
69.2
3.4
0.3
(7.1)
(0.1)
(30.7)
(0.3)
‐
‐
34.7
1.9
1.0
(2.4)
(0.1)
(17.5)
(3.1)
1.7
(0.2)
0.1
16.1
The cumulative unrecognised share of losses of the Group’s associates principally comprises £11.0 million (2022 £14.5 million) in relation to the Group’s
investment in Independent Television News Ltd (ITN) and £20.8 million (2022 £21.8 million) in relation to Excalibur Holdco Ltd (Excalibur).
Joint ventures and associates have been accounted for under the equity method using unaudited financial information for the year ended 30 September
2023.
(i)
(ii)
(iii)
(iv)
(v)
(vi)
(vii)
(viii)
(ix)
During the prior year cash additions relate to additions in Bloobloom Ltd and Quick Move Ltd, all held centrally.
During the prior year non‐cash additions relate to additions in Quick Move Ltd held centrally and settled with media credits and accrued interest.
During the prior year the Group received dividends from Whereoware, LLC in the Events and Exhibitions segment.
During the prior year the Group disposed of its investment in Entale Media Ltd and iProf Learning Solutions, all held centrally.
Cash additions during the year relate to Quick Move Ltd and Yopa Property Ltd (Yopa), all held centrally and What on Earth Magazines Ltd in the
Consumer Media segment.
Non‐cash additions during the year relate to Quick Move Ltd and Yopa, all held centrally and What on Earth Magazines Ltd in the Consumer
Media segment. They were settled with media credits and accrued interest.
During the year the Group received dividends from Whereoware, LLC in the Events and Exhibitions segment.
During the year the Group increased its interest in Yopa to 74.0% and Yopa is now a subsidiary.
During the year the Group disposed of its investment in Factory 14 S.a.r.l, held centrally.
Summary aggregated financial information for the Group’s associates, extracted on a 100% basis from the associates’ own financial information is set out
below:
95
Daily Mail and General Trust plc Annual Report 2023
Year ended 30 September 2023
Events and Exhibitions
Consumer Media
Centrally held
At 30 September 2023
Consumer Media
Centrally held
Year ended 30 September 2022
Events and Exhibitions
Centrally held
At 30 September 2022
Centrally held
Revenue
£m
0.7
0.2
273.6
274.5
Operating
(loss)/profit
£m
0.6
(0.1)
(14.0)
(13.5)
Total expenses
£m
(0.1)
(0.3)
(270.0)
(270.4)
Profit/(loss) for the
year
£m
0.6
(0.1)
3.6
4.1
Other
comprehensive
income
£m
‐
‐
12.9
12.9
Total
comprehensive
income/(expense)
£m
0.6
(0.1)
16.5
17.0
Non‐current assets
£m
‐
82.9
82.9
Current assets
£m
0.5
172.2
172.7
Total assets
£m
0.5
255.1
255.6
Current liabilities
£m
(0.1)
(139.4)
(139.5)
Non‐current
liabilities
£m
‐
(321.7)
(321.7)
Total liabilities
£m
(0.1)
(461.1)
(461.2)
Net
(liabilities)/assets
£m
0.4
(206.0)
(205.6)
Revenue
Operating profit
Total expenses
(Loss)/profit for the
year
Other
comprehensive
income
Total
comprehensive
(expense)/income
£m
0.9
187.5
188.4
£m
0.8
33.3
34.1
£m
(0.1)
(225.3)
(225.4)
£m
0.8
(37.8)
(37.0)
£m
‐
35.4
35.4
£m
0.8
(3.3)
(2.5)
Non‐current
assets
£m
47.3
Current assets
Total assets
£m
143.9
£m
191.2
Current
liabilities
£m
(103.1)
Non‐current
liabilities
£m
(236.9)
Total liabilities
Net liabilities
£m
(340.0)
£m
(148.8)
At 30 September 2023 the Group’s associates had capital commitments amounting to £nil (2022 £nil). There were no material contingent liabilities (2022
none).
Summary financial information for Excalibur, ITN and Kortext Ltd (Kortext), extracted on a 100% basis from their latest and previous years’ financial
statements is set out below:
Revenue
Depreciation and amortisation
Profit/(loss) from continuing operations
Share of results in joint ventures and associates
Interest expense
Tax charge/(credit)
Post tax (loss)/profit from operations
Other comprehensive income/(expense)
Total comprehensive (expense)/income
Non‐current assets
Cash and cash equivalents
Other current assets
Total assets
Current liabilities
Non‐current liabilities
Total liabilities
Net (liabilities)/assets
Excalibur
Year ended 2
October 2022
Excalibur
Year ended 3
October 2021
ITN
Year ended 31
December 2022
ITN
Year ended 31
December 2021
Kortext
Year ended 30 June
2022
Kortext
Year ended 30 June
2021
56.8
(11.1)
(3.5)
‐
(6.6)
(0.4)
(10.5)
0.1
(10.4)
£m
54.6
(11.2)
(3.0)
‐
(9.5)
0.2
(12.3)
(0.1)
(12.4)
£m
164.4
(2.3)
12.3
0.1
(3.4)
(2.4)
6.6
12.9
19.5
£m
126.1
(2.2)
6.7
(0.1)
(3.3)
1.6
4.9
35.5
40.4
£m
21.3
(2.0)
(2.5)
‐
‐
2.2
(0.3)
‐
(0.3)
£m
16.9
(1.9)
(1.3)
‐
(0.1)
0.1
(1.3)
‐
(1.3)
At 2 October 2022
At 3 October 2021
At 30 December
2022
At 30 December
2021
At 30 June 2022
At 30 June 2021
£m
30.6
10.0
4.8
45.4
(32.3)
(106.7)
(139.0)
(93.6)
£m
40.2
20.1
3.8
64.1
(35.1)
(112.2)
(147.3)
(83.2)
96
£m
30.9
20.4
40.1
91.4
(44.7)
(105.9)
(150.6)
(59.2)
£m
35.4
29.5
20.6
85.5
(38.9)
(125.3)
(164.2)
(78.7)
£m
6.7
19.9
4.3
30.9
(10.1)
‐
(10.1)
20.8
£m
4.9
22.2
4.1
31.2
(10.6)
‐
(10.6)
20.6
Financial Statements
Financial Statements
Notes to the accounts
Information on all associates:
Unlisted
Excalibur Holdco Ltd
(incorporated and operating in the UK)
Funcent DMG Information Technology
Hong Kong Company Ltd
(incorporated and operating in Hong Kong)
Independent Television News Ltd
(incorporated and operating in the UK)
Whereoware, LLC
(incorporated in the USA)
Propstack Services Private Ltd
(incorporated and operating in India)
Quick Move Ltd
(incorporated and operating in the UK)
Kortext Ltd
(incorporated and operating in the UK)
Bloobloom Ltd
(incorporated and operating in the UK)
What On Earth Magazines Ltd
(incorporated and operating in the UK)
Conveyancing Information Executive Ltd
(incorporated and operating in the UK)
Liases Foras Real Estate Rating and
Research Private Ltd
(incorporated and operating in India)
RLTO Ltd
(incorporated and operating in the UK)
Segment
Principal activity
Year ended
Centrally held
Operator of online discount businesses
Centrally held
Provider of real estate information
Centrally held
Independent TV news provider
Events and
Exhibitions
Centrally held
Centrally held
Centrally held
Website developer
Provider of commercial real estate
information
31 March 2023
Serviced marketplace for the purchase and
resale of second‐hand luxury goods
30 September
2023
Online learning platform
30 June 2023
30 September
2023
31 December
2022
31 December
2022
31 December
2022
Description of
holding
Group
interest
%
B Ordinary
23.9
Ordinary
22.6
Ordinary
20.0
Membership
Interests
Preference,
Equity
Ordinary,
Preference
Ordinary,
Preference
20.0
22.7
35.1
22.0
Centrally held
Sales of prescription glasses and sunglasses
31 July 2023
Preference
20.3
Consumer Media
Publishing of consumer and business
journals and periodicals
30 September
2023
Centrally held
Provider of conveyancing services 31 March 2023
Centrally held
Provider of real estate data and information 31 March 2023
Preference
45.0
Limited by
Guarantee
Equity, Series A
CCPS
23.0
30.5
Centrally held
Commercial real estate web platform
31 December
2022
Ordinary
20.0
24 Financial assets at fair value through Other Comprehensive Income
At 1 October 2021
Additions ‐ cash
Additions ‐ non cash
Distributed in specie
Transfer from investment in associates
Fair value movement ‐ Cazoo
Fair value movement ‐ Other
Exchange adjustment
At 30 September 2022
Additions ‐ cash
Additions ‐ non cash
Fair value movement
Exchange adjustment
At 30 September 2023
Note
12, (i)
23
37
37
37
£m
806.0
7.7
4.5
(109.8)
0.3
(653.6)
7.6
0.1
62.8
11.2
2.3
7.4
(0.1)
83.6
The financial assets above are non‐interest bearing securities, which are recorded as non‐current assets unless they are expected to be sold within one year, in
which case they are recorded as current assets.
(i)
During the prior year, the Group’s investment in Cazoo was distributed in specie.
97
Daily Mail and General Trust plc Annual Report 2023
Financial assets at fair value through Other Comprehensive Income are analysed as follows:
Listed
Taboola.com Ltd (incorporated and operating in Israel)
Stem, Inc. (incorporated and operating in the US)
Unlisted
PA Media Group Ltd (incorporated and operating in the UK)
BDG Media, Inc. (incorporated and operating in the US)
Farewill Ltd (incorporated and operating in the UK)
Cue Ball Capital LP (incorporated and operating in the US)
Hambro Perks Ltd (incorporated and operating in the UK)
Financial Network Analytics Ltd (incorporated and operating in the UK)
Air Mail, LLC (incorporated and operating in the US)
CompStak, Inc. (incorporated and operating in the US)
Bricklane Technologies Ltd (incorporated and operating in the UK)
Zilch Technology Ltd (incorporated and operating in the UK)
Plum Fintech Ltd (incorporated and operating in the UK)
Papier Ltd (incorporated and operating in the UK)
LineVision, Inc. (incorporated and operating in the US)
Believe in Science Ltd (incorporated and operating in the UK)
L Lambert Holdings Ltd (incorporated and operating in the UK)
Kindred Concepts Ltd (incorporated and operating in the UK)
Waterloo Sparkling Water Corp. (incorporated and operating in the US)
Emerging Media Ventures Ltd (incorporated and operating in the UK)
Other
Note
(i)
(ii)
(iii)
(iv)
(v)
(vi)
(vii)
(viii)
(ix)
(x)
(xi)
(xii)
(xiii)
(xiv)
(xv)
(xvi)
(xvii)
(xviii)
(xix)
(xx)
Class of Holding
Common Equity
Common Equity
Ordinary
Ordinary, Preference
Preference
Partnership Units
Ordinary
Ordinary
Preference
Ordinary
Preference
Ordinary
Preference
Preference and Ordinary
Series A1
Preference
Preference
Preference
Preference
Preference
Group
interest
%
0.3
0.2
18.4
3.4
4.3
2.5
2.9
4.5
3.1
1.0
9.3
1.0
2.3
4.2
19.5
2.5
5.1
1.2
1.5
0.6
At 30
September
2023
At 30
September
2022
£m
2.4
1.0
11.8
5.9
1.3
2.9
3.9
‐
0.7
0.3
4.7
15.0
0.7
2.7
14.3
0.5
0.8
1.5
7.1
3.1
3.0
83.6
£m
1.3
3.6
9.9
5.9
3.7
2.7
3.9
1.4
1.3
0.5
2.7
15.0
2.2
6.0
‐
‐
‐
‐
‐
‐
2.7
62.8
(i)
(ii)
(iii)
(iv)
(v)
(vi)
Taboola.com Ltd is a content marketing platform provider.
Stem, Inc. provides artificial intelligence driven clean energy storage systems.
PA Media Group Ltd is a provider of news, sport and entertainment information.
BDG Media, Inc. operating as Bustle provides an online information platform covering fashion, politics, technology, diversity, celebrities, health and
beauty.
Farewill Ltd provides online‐based will‐writing services.
Cue Ball Capital LP is a venture capital and private equity firm specialising in start‐ups, early‐stage, mid‐venture, growth equity scale‐ups and buy‐out
investments.
(vii)
Hambro Perks Ltd is an investment firm.
(viii)
(ix)
(x)
(xi)
(xii)
(xiii)
Financial Network Analytics Ltd provides a platform which allows financial regulators and financial market infrastructures to map and monitor complex
financial networks and to simulate operational and financial risks.
Air Mail, LLC owns and operates an online media service that provides weekly digital newsletter covering politics, business, the environment, the arts,
literature, film and television, food, design, travel, architecture, society, fashion and crime.
CompStak, Inc. provides commercial real estate information to brokers, appraisers, researchers, landlords, lenders and investors.
Bricklane Technologies Ltd is a property investment platform provider.
Zilch Technology Ltd operates a buy now pay later application.
Plum Fintech Ltd operates an application which automatically saves, invests and switches bills on behalf of the user.
98
Financial Statements
Financial Statements
Notes to the accounts
(xiv)
(xv)
(xvi)
Papier Ltd is a direct‐to‐consumer stationery provider.
LineVision, Inc. is a provider of transmission line monitoring and asset management for utilities.
Believe in Science Ltd is an alternative bakery brand, offering indulgent but healthier products.
(xvii)
L Lambert Holdings Ltd is a direct‐to‐consumer fine jewellery company.
(xviii)
Kindred Concepts Ltd offers a F1 racing simulation experience in premium leisure venues.
(xix)
(xx)
Waterloo Sparkling Water Corp. is a company offering flavoured sparkling water.
Emerging Media Ventures Ltd is an investment company focusing on the sports sector.
99
Daily Mail and General Trust plc Annual Report 2023
25 Inventories
Raw materials and consumables
Work in progress
26 Trade and other receivables
Current assets
Trade receivables
Impairment allowance
Prepayments and accrued income
Contract acquisition costs
Contract assets
Other receivables
Non‐current assets
Other receivables
Movement in the impairment allowance is as follows:
At start of year
Impairment losses recognised
Amounts (written back) as collectable/written off as uncollectable
Amounts recovered during the year
Exchange adjustment
At end of year
At 30
September 2023
£m
16.0
31.8
47.8
At 30
September 2022
£m
11.6
16.1
27.7
At 30
September 2023
£m
At 30
September 2022
£m
111.5
(7.1)
104.4
36.6
2.7
4.2
17.0
164.9
0.6
165.5
186.7
(6.1)
180.6
43.0
2.8
9.0
11.7
247.1
1.3
248.4
At 30
September 2023
£m
(6.1)
(1.4)
(0.5)
0.4
0.5
(7.1)
At 30
September 2022
£m
(7.5)
(1.8)
3.0
0.8
(0.6)
(6.1)
IFRS 9 introduced an expected credit loss (ECL) model which requires an impairment provision to be made on initial recognition of the receivable which
previously under IAS 39 was required only when a loss event occurred. Accordingly, the Group recognises an ECL by reference to historical recovery rates
and forward‐looking indicators.
The Group applies the IFRS 9 simplified approach to measuring impairment allowances using a lifetime expected credit loss allowance for trade
receivables, contract assets and other short‐term receivables. To measure expected credit losses on a collective basis, trade receivables and contract
assets are grouped based on similar credit risk and ageing.
The expected loss rates are based on the Group’s historical credit losses experience as adjusted for current and forward‐looking information and
macroeconomic factors in the countries where the debtor is located.
For trade receivables the expected credit loss allowance is calculated using a provision matrix, with higher default rates applied to older balances.
The provision rates are based on days past due for groupings of customers with similar loss patterns.
Trade receivables and contract assets with a contractual amount of £0.1 million, which have been written off, are still subject to enforcement activity
(2022 £nil).
The Group applies IFRS 9 in measuring impairment allowances using a 12‐month expected credit loss allowance for long‐term other receivables. To
estimate a range of expected credit losses, the probability of default tables based on the debtor’s proxy credit rating was estimated and applied to the
carrying amount outstanding at 30 September 2023.
The lifetime expected loss provision for trade receivables, contract assets and other receivables is as follows:
100
Financial Statements
Financial Statements
Notes to the accounts
At 30 September 2023
Expected loss rate
Gross carrying amount (£m)
Loss allowance provision (£m)
At 30 September 2022
Expected loss rate
Gross carrying amount (£m)
Loss allowance provision (£m)
Current
0.4%
67.5
0.3
Current
0.7%
126.1
0.9
More than 30 days
past due
3.0%
33.4
1.0
More than 60 days
past due
4.2%
7.2
0.3
More than 90 days
past due
21.8%
25.2
5.5
More than 30 days
past due
0.3%
33.9
0.1
More than 60 days
past due
1.1%
18.3
0.2
More than 90 days
past due
16.1%
30.4
4.9
Total
5.3%
133.3
7.1
Total
2.9%
208.7
6.1
Ageing of impaired trade receivables, contract assets and other receivables:
0 ‐ 30 days
31 ‐ 60 days
61 ‐ 90 days
91 ‐ 120 days
121+ days
Total
At 30 September
2023
£m
0.3
1.0
0.3
0.5
5.0
7.1
At 30 September
2022
£m
0.9
0.1
0.2
0.3
4.6
6.1
Included in the Group’s trade receivables are amounts owed with a carrying value of £32.8 million (2022 £28.3 million) which are past due at 30 September
2023 for which no allowance has been made. The Group is not aware of any deterioration in the credit quality of these customers and considers that the
amounts are still recoverable.
Ageing of past due but not impaired trade receivables and contract assets is as follows:
1 ‐ 30 days overdue
31 ‐ 60 days overdue
61 ‐ 90 days overdue
91+ days overdue
Total
At 30 September
2023
£m
16.9
4.4
5.7
5.8
32.8
At 30 September
2022
£m
12.5
8.5
1.0
6.3
28.3
The carrying amount of trade and other receivables approximates to their fair value.
During the year the Group sold certain UK trade receivables in the Consumer Media segment to MUFG Bank Ltd, London Branch (the Bank). The terms of
this sale resulted in substantially all of the risks and rewards associated with these trade receivables being transferred from the Group. Accordingly, in
accordance with IFRS 9 these trade receivables were derecognised resulting in a one‐off reduction in working capital of approximately £52.0 million.
In relation to the derecognised trade receivables, the Group has indemnified the Bank for a maximum of 5.0% of any losses incurred by the Bank following
a failure of the trade receivables to make any payments when due. No provision has been made by the Group in respect of this indemnity since the risk
of any cash outflow is considered remote.
The maximum outstanding trade receivable balances acquired by the Bank under this agreement is limited to £65.0 million. As at 30 September 2023 the
balance amounted to £52.5 million.
101
Daily Mail and General Trust plc Annual Report 2023
27 Other financial assets
Current assets
Collateral
Non‐current assets
Loans to joint ventures and associates
At 30
September 2023
£m
At 30
September 2022
£m
1.9
5.1
Note
15, (i)
(ii)
15.6
15.9
(i)
The Group deposits collateral with its bank counterparties with whom it has entered into a credit support annex to an ISDA (International Swaps
and Derivatives Association) Master Agreement. This represents cash that cannot be readily used in operations. The collateral deposited at both
the current and prior year principally relates to fixed‐to‐fixed cross‐currency swaps. At 30 September 2023 these swaps had a carrying value of
£12.7 million liability (2022 £19.5 million). Further details relating to these swaps are disclosed in Note 32.
(ii)
Loans to joint ventures and associates stated net of expected credit loss provision are as follows:
Total gross loans to joint ventures and associates
Loss allowance provision
Loan receivable net of expected credit loss provision
Movement in the impairment allowance is as follows:
At start of year
Movement in the year
At end of year
At 30
September 2023
£m
27.6
(12.0)
At 30
September 2022
£m
36.1
(20.2)
15.6
15.9
At 30
September 2023
£m
20.2
(8.2)
12.0
At 30
September 2022
£m
12.0
8.2
20.2
102
Financial Statements
Financial Statements
Notes to the accounts
28 Cash and cash equivalents
Cash and cash equivalents
Cash and cash equivalents
Unsecured bank overdrafts
Cash and cash equivalents in the Consolidated Cash Flow Statement
Analysis of cash and cash equivalents by currency:
Sterling
US dollar
Australian dollar
Canadian dollar
Euro
Other
Analysis of cash and cash equivalents by interest rate type:
Floating rate interest
Fixed rate interest
The carrying amount of cash and cash equivalents equates to their fair values.
29 Trade and other payables
Current liabilities
Trade payables
Interest payable
Other taxation and social security
Other creditors
Accruals
Deferred revenue
The carrying amount of trade and other payables approximates to their fair value.
30 Current tax
Corporation tax payable
Corporation tax receivable
103
Note
31
15
At 30
September 2023
£m
71.6
At 30
September 2022
£m
53.0
71.6
(0.7)
70.9
24.8
37.0
0.4
0.7
1.2
7.5
71.6
39.4
32.2
71.6
53.0
(0.7)
52.3
27.2
19.4
0.4
0.7
1.2
4.1
53.0
19.1
33.9
53.0
At 30
September 2023
£m
At 30
September 2022
£m
39.3
2.7
8.0
11.3
120.8
166.9
349.0
53.1
3.6
6.8
17.6
147.8
125.4
354.3
At 30
September 2023
£m
3.1
(0.1)
3.0
At 30
September 2022
£m
4.2
‐
4.2
Daily Mail and General Trust plc Annual Report 2023
31 Borrowings
The Group’s borrowings are unsecured and are analysed as follows:
At 30 September 2023
Within one year
Between one and two years
Between two and five years
Over five years
At 30 September 2022
Within one year
Between one and two years
Between two and five years
Over five years
Overdrafts
£m
0.7
‐
‐
‐
‐
0.7
0.7
‐
‐
‐
‐
0.7
Bonds
£m
‐
‐
145.5
‐
145.5
145.5
‐
‐
194.6
‐
194.6
194.6
The Group's borrowings are analysed by currency and interest rate type as follows:
At 30 September 2023
Fixed rate interest
Floating rate interest
Non‐interest bearing
At 30 September 2022
Fixed rate interest
Floating rate interest
Sterling
£m
158.1
0.6
1.4
160.1
204.0
0.5
204.5
US dollar
Australian dollar
£m
10.4
0.1
‐
10.5
13.6
0.2
13.8
£m
1.4
‐
‐
1.4
1.9
‐
1.9
Loan notes
Lease liabilities
£m
‐
‐
1.4
‐
1.4
1.4
‐
‐
‐
‐
‐
‐
Euro
£m
1.1
‐
‐
1.1
1.2
‐
1.2
£m
9.7
7.3
7.9
3.2
18.4
28.1
7.3
8.2
10.8
2.5
21.5
28.8
Other
£m
2.6
‐
‐
2.6
2.7
‐
2.7
Total
£m
10.4
7.3
154.8
3.2
165.3
175.7
8.0
8.2
205.4
2.5
216.1
224.1
Total
£m
173.6
0.7
1.4
175.7
223.4
0.7
224.1
The Group’s borrowings, analysed by currency and interest rate type, adjusting the principal borrowed and interest rate type by the notional amount of interest
rate swaps, interest rate caps and currency derivatives, are as follows:
At 30 September 2023
Fixed rate interest
Floating rate interest
Non‐interest bearing
At 30 September 2022
Fixed rate interest
Floating rate interest
Euro
£m
1.1
‐
‐
1.1
1.2
‐
1.2
Other
£m
2.6
‐
‐
2.6
2.7
‐
2.7
Total
£m
275.0
(100.7)
1.4
175.7
326.3
(102.2)
224.1
Sterling
£m
193.9
(84.4)
1.4
110.9
235.4
(84.5)
150.9
US dollar
Australian dollar
£m
1.4
‐
‐
1.4
1.9
‐
1.9
£m
76.0
(16.3)
‐
59.7
85.1
(17.7)
67.4
104
Financial Statements
Financial Statements
Notes to the accounts
Committed borrowing facilities
During the prior year the Group successfully renegotiated its committed bank facilities for a four year term extendable for a further one year at each bank’s option.
During the year, all banks agreed to the one year extension option, and accordingly all committed bank facilities now mature in May 2027. At 30 September 2023,
the Group’s total committed bank facilities amounted to £205.1 million (2022 £209.1 million). Of these facilities £160.0 million (2022 £160.0 million) are
denominated in sterling and £45.1 million (US$55.0 million) (2022 £49.1 million (US$55.0 million)) are denominated in US dollars. Drawings are permitted in all
major currencies. The net debt to EBITDA covenant in the Group’s bank facilities is no greater than 3.25 times temporarily increasing to 3.5 times following an
acquisition. The interest cover covenant is no less than 3.0 times EBITDA to net interest.
The Group’s bank loans bear interest charged at the relevant term or compounded risk‐free rate plus a margin. The margin varies by bank and is based on the
Group’s ratio of net debt to EBITDA. EBITDA for these purposes is defined as the aggregate of the Group’s consolidated operating profit including share of results of
joint ventures and associates before deducting depreciation, amortisation and impairment of goodwill, intangible and tangible assets, before exceptional items and
before interest and finance charges, and is shown in Note 14. For the purposes of calculating the Group’s bank covenants, EBITDA is calculated on a pre‐IFRS 16
basis, by deducting operating lease charges and adding sublease rental income and amounts to £75.5 million for the 12‐month period ended 30 September 2023.
The Group’s committed bank facilities and undrawn committed facilities available to the Group in respect of which all conditions precedent had been met are
analysed by maturity as follows:
Total bank facilities ‐ expiring in more than three years but not more than four years
At 30 September
2023 Committed
£m
205.1
At 30 September
2022 Committed
£m
209.1
At 30 September
2023 Undrawn
£m
205.1
At 30 September
2022 Undrawn
£m
209.1
The Group has issued standby letters of credit (SLCs) amounting to £1.9 million (2022 £2.0 million), principally relating to the Group’s property lease obligations.
The SLCs are not expected to be called upon as they are only intended to cover instances where the Group defaults on payments under these obligations.
Bonds
The Group’s bonds mature on 21 June 2027 and carry an annual coupon of 6.375%. The nominal, carrying and fair values are as follows:
Nominal value
Carrying value
Fair value
At 30 September
2023
£m
149.8
145.5
136.8
At 30 September
2022
£m
200.0
194.6
170.3
The bonds have been adjusted from their nominal values to take account of direct issue costs, discounts and movements in hedged risks. The issue costs and
discount are being amortised over the expected lives of the bonds using the effective interest method. The unamortised issue costs amount to £0.2 million (2022
£0.3 million) and the unamortised discount amounts to £0.3 million (2022 £0.5 million).
In the prior year, the Group used interest rate swaps designated as hedges of a proportion of the change in fair value of the bonds. Following termination of the last
remaining interest rate swap in June 2022, the residual bond fair value adjustment of £4.9 million is required to be amortised over the period to 21 June 2027 being
the maturity of the bond. Amortisation charged in the year amounts to £0.8 million leaving an unamortised residual fair value adjustment of £3.8 million (Note 32).
The fair value of the Group’s bonds has been calculated on the basis of quoted market rates using level 2 fair value inputs.
During the year, the Company bought back and cancelled £50.2 million nominal of its bonds for cash consideration of £46.8 million.
Lease liabilities
The Group leases various office space, equipment and vehicles which are negotiated on an individual basis with differing terms and conditions.
The Group’s key lease arrangements relate to office space in the key cities in which it operates. The Group negotiates lease contracts according to the Group’s needs
with a view to balancing stability, security of tenure and lease terms against the risk of entering excessively long or onerous arrangements.
Of the Group’s leased properties, the most significant leases relate to: 207 Kent Street, Sydney, 20 Waterloo Street, Glasgow and 51 Astor Place, New York in the
Consumer Media segment which expire in May 2027, November 2033 and December 2024 respectively; the temporary DMGT head office premises at 9 Derry
Street, London, W8 5HY which expires in June 2025; and 600 Fifth Avenue, New York in the Property Information segment which expires in November 2028.
The lease payments for 207 Kent Street made during the year amount to £0.4 million (A$0.7 million) and there is an annual increase of 3.25% each year until maturity
of the lease in May 2027. The lease payments for 20 Waterloo Street made during the year amount to £0.4 million and these are fixed until maturity of the lease in
November 2033. The lease payments for 51 Astor Place made during the year amount to £2.2 million (US$2.7 million) and these are fixed until maturity of the lease
in December 2024.
105
Daily Mail and General Trust plc Annual Report 2023
The lease payments for 9 Derry Street made during the year amount to £0.6 million, to be adjusted each year in line with the Consumer Price Index of the preceding
year. The lease at Northcliffe House, 2 Derry Street (NCH) expired in December 2022 and temporary office space at 9 Derry Street is being used whilst redevelopment
works at NCH are being carried out. The target end date for these works is June 2026, at which point the Group will commence its own fit out works prior to moving
back to NCH.
The lease payments for 600 Fifth Avenue made during the year amount to £1.3 million (US$1.6 million) and these are fixed until 9 November 2023. Starting 10
November 2023, the annual lease payments will be £1.4 million (US$1.7 million) until maturity of the lease in November 2028.
An analysis of the Group’s finance lease liabilities is as follows:
600 Fifth Avenue, New York
9 Derry Street, London
51 Astor Place, New York
20 Waterloo Street, Glasgow
207 Kent Street, Sydney
Other office space
Motor vehicles
Other equipment
At 30 September
2023
£m
6.6
3.7
2.7
2.0
1.4
9.2
1.1
1.4
28.1
At 30 September
2022
£m
8.3
4.2
5.3
‐
8.3
9.8
1.2
‐
28.8
106
Financial Statements
Financial Statements
Notes to the accounts
32 Financial instruments and risk management
The carrying amounts of the Group’s financial instruments together with the gains and losses thereon are as follows:
At 30
September
2023
Carrying
value
Year ended
30
September
2023
(Loss)/gain to
income
Year ended
30
September
2023
Gain/(loss) to
equity
At 30
September
2022
restated (i)
Carrying
value
Year ended
30
September
2022
restated (i)
(Loss)/gain to
income
Year ended
30
September
2022
(Loss)/gain to
equity
Note
£m
£m
£m
£m
£m
£m
Financial assets
Fair value through profit and loss
Derivative instruments in designated hedge
accounting relationships
Interest rate swaps
Derivative instruments not in designated hedge
accounting relationships
Interest rate caps
Option over equity instrument
Provision for contingent consideration receivable
Loans to joint ventures and associates
Fair value through Other Comprehensive Income
Financial assets
Amortised cost
Trade receivables and contract assets
Other receivables
Collateral
Loans to joint ventures and associates
Cash and cash equivalents
Financial liabilities
Fair value through profit and loss
Derivative instruments in designated hedge
accounting relationships
Fixed‐to‐fixed cross‐currency swaps
Provision for contingent consideration payable
Amortised cost
Trade payables
Interest payable
Other creditors
Accruals
Lease liabilities
Bank overdrafts
Bonds
Bank loans
Loan notes
Total for financial instruments
‐
‐
(ii)
(ii)
(iii)
27, (iv)
8.7
0.2
1.2
‐
24, (v)
83.6
26
27
27, (iv)
28
(ii)
(iii)
29
29
29
29
31
31
31, (vi)
31
108.6
16.4
1.9
15.6
71.6
307.8
(12.7)
‐
(39.3)
(2.7)
(11.3)
(120.8)
(28.1)
(0.7)
(145.5)
‐
(1.4)
(362.5)
(54.7)
(1.9)
‐
‐
‐
1.9
(1.5)
‐
0.2
0.1
0.7
(0.5)
1.2
‐
‐
‐
‐
‐
(1.0)
‐
(7.5)
(4.9)
‐
(12.2)
(12.7)
‐
‐
‐
‐
‐
7.3
(5.4)
(2.1)
‐
‐
(4.5)
(4.7)
4.9
‐
0.8
‐
(0.5)
3.4
1.6
‐
‐
‐
‐
10.2
5.5
‐
(5.0)
11.9
‐
2.0
‐
62.8
189.6
11.0
5.1
15.9
53.0
351.3
(19.5)
‐
(53.1)
(3.6)
(17.6)
(147.8)
(28.8)
(0.7)
(194.6)
‐
‐
(465.7)
(114.4)
11.5
‐
‐
(8.2)
1.8
2.0
‐
‐
0.6
0.4
3.1
(5.8)
(0.2)
‐
‐
‐
‐
(0.9)
‐
(7.8)
(3.2)
‐
(17.9)
(14.8)
‐
‐
‐
‐
‐
(645.8)
7.1
4.0
‐
‐
29.0
(605.7)
(5.8)
‐
(0.6)
‐
(0.5)
(5.2)
(3.0)
‐
‐
‐
‐
(15.1)
(620.8)
Financial assets and liabilities are offset and the net amount is reported in the Statement of Financial Position where the Group currently has a legally
enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability
simultaneously. As at 30 September 2023 and 30 September 2022 no financial assets and liabilities are offset and the amounts presented are on a gross
basis.
(i)
Provision for contingent consideration receivable at 30 September 2022 has been re‐presented on a basis consistent with the current year to
show this separately from other receivables. The loss to income relating to loans to joint ventures and associates has also been re‐presented to
more accurately present the split of the loss between those held at amortised cost and those held at fair value through profit and loss.
107
Daily Mail and General Trust plc Annual Report 2023
Derivative instruments are measured at Fair Value Through Profit and Loss (FVTPL). Their fair values are determined using market rates of interest
and exchange and established estimation techniques such as discounted cash flow and option valuation models. The Group has derivatives
designated in the following hedging relationships:
‐
‐
hedges of the change in fair value of recognised assets and liabilities (fair value hedges)
hedges of net investments in foreign operations (net investment hedges)
To the extent that net investment hedges are effective, changes in fair value of the derivative are taken to the translation reserve through other
comprehensive income.
Contingent consideration is valued based on the future profitability of the business to which the contingent consideration relates, discounted at
market rates of interest.
Loans to joint ventures and associates (included within Other financial assets, Note 27) include the following:
‐
10.0% fixed rate unsecured convertible loan note which was issued and fully impaired during the prior year, repayable on 21 November 2024. This
note was converted during the year as part of the acquisition of an increased stake in Yopa (Note 16) (2022 £nil) (at FVTPL);
8.0% fixed rate unsecured convertible loan note issued during a prior year (which was fully impaired in the year to 30 September 2022), repayable on
4 August 2023 with a carrying value (which includes accrued interest) of £nil (2022 £nil) (at FVTPL). This note was disposed during the year;
10.0% fixed rate unsecured loan note, repayable on 31 December 2025 with a carrying value (which includes accrued interest) of £15.6 million at 30
September 2023 (2022 £15.7 million) (at amortised cost).
‐
‐
Represent equity securities which are not held for trading, and which the Group has irrevocably elected at initial recognition to recognise in this
category. These are strategic investments and the Group considers this classification to be more relevant. These unlisted equity investments are
valued using a variety of techniques including comparable company valuation multiples and discounted cash flows. In extremely limited
circumstances, where insufficient recent information is available to measure fair value or when there is a wide range of possible fair value
measurements, cost is used since this represents the best estimate of fair value in the range of possible valuations.
The Group’s bonds mature on 21 June 2027 and carry an annual coupon of 6.375%. They are measured at amortised cost as adjusted for fair
value hedging. During the year, the Company bought back £50.2 million nominal of its outstanding 2027 bonds resulting in a gain of £3.0 million
(Note 10).
(ii)
(iii)
(iv)
(v)
(vi)
Risk management
The Group is exposed to credit, interest rate and currency risks arising in the normal course of business. Derivative financial instruments are used to
manage exposures to fluctuations in foreign currency exchange rates and interest rates but are not employed for speculative purposes.
Capital risk management
The Group manages its capital, defined as equity shareholders’ funds and net cash or borrowings, to ensure that the Group is able to continue as a going
concern for the foreseeable future. Surplus cash balances and bank borrowings are managed by the Group’s central treasury function who ensure that
sufficient funds are available to cover the Group’s short to medium‐term liquidity requirements whilst also maintaining sufficient borrowing headroom
such that development is not constrained. Bonds are currently used to ensure the long‐term security of funds. Where possible debt maturities are
maximised and spread in order to avoid the concentration of significant capital repayments at any one point in time. Further detail is provided in the
Going concern section of the Basis of preparation (Note 1).
Debt management
The Group borrows on an unsecured basis and arranges its debt to ensure an appropriate maturity profile. The Group’s principal sources of funding are
the long‐term sterling bond market and committed bank facilities. The Group is mindful of its credit rating, currently BB‐ with Standard & Poor’s and BB+
with Fitch and ensures it has sufficient committed bank facilities in order to meet short‐term business requirements, after taking into account the Group’s
holding of cash and cash equivalents together with any distribution restrictions which exist. The Group aims to maximise the term and flexibility of
indebtedness and retain headroom in the form of undrawn committed bank facilities of approximately £100.0 million. Additionally, the Group arranges
its currency borrowings in order that they are in proportion to the ratio of earnings in that particular currency to total Group earnings.
The Directors consider that the Group’s cash generative businesses together with its bond issuances and bank facilities are sufficient to cover the likely
medium‐term funding requirements of the Group.
Associates, joint ventures and other equity investments in general arrange and maintain their own financing and funding requirements. In all cases such
financing is on a non‐recourse basis to the Company.
Whilst the Group’s internal target of a 12 month rolling net debt to EBITDA ratio is no greater than 2.0 times at any point, the limit imposed by its bank
covenants is no greater than 3.25 times (temporarily increasing to 3.50 times following an acquisition) together with a minimum interest cover ratio of
3.0 times, measured in March and September. These covenants were met at the relevant testing dates during the year. The bank covenant ratio uses the
average exchange rate in the calculation of net debt. For bank covenant purposes, net debt is calculated on a pre‐IFRS 16 basis by excluding lease liabilities.
The resultant Net Debt to EBITDA ratio for the year to 30 September 2023 is 1.12 times (2022 1.97 times). Using a closing rate basis for the valuation of
net debt, the ratio is 1.14 times (2022 2.05 times).
108
Financial Statements
Financial Statements
Notes to the accounts
Cash and liquidity risk management
The Group monitors its cash balances to ensure that sufficient resources are available to meet operational requirements as they fall due. Short‐term
money market deposits are used to manage liquidity whilst maximising the rate of return on cash resources, giving due consideration to credit risk. A
detailed maturity profile of both derivative and non‐derivative financial liabilities are analysed in the table later in this note.
Market risk management
The Group’s primary market risks are interest rate fluctuations and exchange rate movements.
Interest rate risk management
The limit imposed by the Group’s bank covenants is at least 3.0 times EBITDA to net interest. The actual ratio for the year was 7.3 times (2022 5.3 times).
Group debt is comprised largely of fixed GBP bond debt and, from time to time, floating rate sterling (GBP) and US dollar (USD) bank borrowings.
The Group’s interest rate exposure management policy is aimed at reducing the exposure of the consolidated businesses to changes in interest rates. The
Group’s long‐term policy aims to ensure that between 70.0% and 80.0% of interest rate exposures are fixed with the balance floating. Whilst recognising
this, policy is subject to short term fluctuations as a result of the prevailing economic climate.
This policy is achieved by issuing fixed rate GBP bond debt and entering into derivative contracts that economically swap fixed rate interest into floating
rate. Derivatives are used to hedge or reduce the risks of interest rate and exchange rate movements and are not entered into unless such risks exist.
To meet policy the Group:
• swaps a portion of its fixed GBP bond debt into GBP floating debt using interest rate swaps;
• swaps a portion of its fixed GBP bond debt into USD fixed debt by using fixed‐to‐fixed cross‐currency swaps;
• buys caps to fix its debt; and
• enters forward contracts, selling USD and buying GBP to swap its GBP floating rate debt into USD floating rate debt.
To meet Group policy the following derivatives were in place during the current and prior year:
(i)
(ii)
(iii)
Fixed‐to‐floating interest rate swaps, designated as fair value hedges of a portion of the Group’s bonds; changes in the fair value of the swaps are
recognised in the Consolidated Income Statement and at the same time the carrying value of the hedged bonds are adjusted for movements in
the hedged risk to the extent effective and those adjustments are also recognised in the Consolidated Income Statement. The last remaining
swap was closed out during the prior year. Up until termination in June 2022, the notional value of these interest rate swaps amounted to £53.1
million, with the Group paying floating rates of between 0.0% and 0.9%. The average hedged interest rate for the prior year was 0.2%.
Fixed‐to‐fixed cross‐currency swaps designated as hedges of the Group’s net investments in foreign operations. The notional value of these cross‐
currency swaps amounts to £37.6 million/US$60.0 million (2022 £37.6 million/US$60.0 million) with the Group paying fixed US dollar interest at
rates of between 6.0% and 6.9% (2022 6.0% and 7.0%). The average hedged GBP/USD exchange rate for the year was 1.60 (2022 1.60).
Interest rate caps amounting to US$20.0 million and £85.0 million notional (2022 US$20.0 million and £85.0 million) at rates of between 2.5%
and 3.4% (2022 2.5% and 3.4%).
Foreign exchange rate risk management
Translation exposures arise on the earnings and net assets of business operations in entities with functional currencies other than that of the parent
company. The net asset exposures are economically hedged by a policy of denominating borrowings in currencies where significant translation exposures
exist, most notably US dollars.
The Group also designates currency swaps, forward contracts and US dollar bank borrowings as net investment hedges, hedging the Group’s overseas
investments.
Credit risk management
The Group’s principal credit risk relates to its trade and other receivables and non‐performance by counterparties to financial instrument contracts.
Trade and other receivables
The Group’s customer base is diversified geographically and by segment with customers generally of a good financial standing. Before accepting any new
customers, the Group assesses the potential customers’ credit quality and sets credit limits by customer. The average credit period is 32 days (2022 56
days). The Group considers the credit risk of trade receivables to be low, although the Group remains vigilant in the current economic climate. The Group
reserves the right to charge interest on overdue receivables, although the Group does not hold collateral over any trade receivable balances. The Group
makes an impairment allowance which is reviewed regularly in conjunction with an analysis of historical payment profiles, past default experience
together with relevant forward looking information. Further information on impairment allowances relating to trade receivables, contract assets and
other receivables can be found in Note 26.
109
Daily Mail and General Trust plc Annual Report 2023
The maximum exposure to credit risk from trade and other receivables at the reporting date is the amount of each class disclosed in the table at the start
of this note.
Institutional counterparty risk
The Group seeks to limit interest rate and foreign exchange risks, described above, by the use of derivative financial instruments. As a result, credit risk
arises from the potential non‐performance of the counterparties to those financial instruments, which are unsecured. The amount of this credit risk is
normally restricted to the amounts of any hedge gain and not the principal amount being hedged. The Group also has a credit exposure to counterparties
for the full principal amount of cash and cash equivalents.
Credit risk relating to cash and cash equivalents and derivatives is controlled by monitoring the credit quality of these counterparties, principally licensed
commercial banks and investment banks with strong long‐term credit ratings, and of the amounts outstanding with each of them. The credit risk on cash
deposits and derivative financial instruments is considered low since the counterparties are banks with high credit ratings, and it is the Group’s policy to
use no less than an ‘A’ rated institution.
Group policy is to have no more than the higher of £20.0 million or 25.0% of surplus cash balances deposited (or at risk) with any ‘AA’ rated or UK ring‐
fenced banking counterparty and no more than the higher of £10.0 million or 15.0% of surplus cash balances deposited with any ‘A’ rated counterparty.
Additionally, no more than £75.0 million in aggregate should be deposited with any one ‘AA’ rated banking group and no more than £65.0 million in
aggregate should be deposited with any one ‘A’ rated banking group. The Group has no significant concentration of risk with exposure spread over a large
number of counterparties and customers.
Expected credit losses on cash and cash equivalents (which includes cash deposits with an original maturity of less than three months) were reviewed at
the reporting date and determined to be immaterial.
The maximum exposure to credit risk from derivative assets and cash and cash equivalents at the reporting date is the amount of each class disclosed in
the table at the start of this note.
Derivative financial instruments and hedge accounting
The Group designates certain derivatives as:
(i)
(ii)
(iii)
hedges of the change in fair value of recognised assets and liabilities (fair value hedges); or
hedges of highly probable forecast transactions (cash flow hedges); or
hedges of net investments in foreign operations (net investment hedges).
To qualify for hedge accounting, each individual hedging relationship must be expected to be effective, be designated and documented at its inception
and throughout the life of the hedge relationship.
Fair value hedges
The Group’s policy is to use interest rate swaps to convert a proportion of its fixed rate debt to floating rates. The swaps are designated as a hedge of the
change in fair value of the Group’s fixed rate debt.
Up until termination of the last remaining swap during the prior year, the notional amount of the interest rate swaps was used to hedge an equivalent
notional amount of fixed rate debt. Accordingly, the hedge ratio was 100%.
Since the critical terms of the swaps matched those of the fixed rate debt the Group expected a highly effective hedging relationship. The fair value of the
designated fixed rate debt was expected to move in the opposite direction to the fair value of the interest rate swaps as a result of changes in external
market interest rates.
The last remaining interest rate swap was closed out during the prior year, therefore the amount of hedged fixed rate debt at 30 September 2022 and 30
September 2023 was nil.
The change in value of the hedged fixed rate debt is used as the basis for recognising hedge ineffectiveness for the year. The following table shows the
fair value adjustment to sterling debt and the fair value of related derivatives designated in fair value hedging relationships included in the Consolidated
Statement of Financial Position, together with the fair value gains and losses thereon included in the Consolidated Income Statement for the current and
prior years:
110
Financial Statements
Financial Statements
Notes to the accounts
Year ended 30
September 2022
fair value
gain/(loss)
£m
(5.3)
5.3
‐
Year ended 30
September 2022
Termination of
interest rate
swap
£m
4.9
‐
4.9
Fair value at 30
September 2021
£m
0.4
(0.4)
‐
Year ended 30
September 2022
Amortisation
relating to
terminated fair
value hedge of
bond
£m
‐
(0.3)
(0.3)
Year ended 30
September 2023
Amortisation
relating to
terminated fair
value hedge of
bond
£m
‐
(0.8)
(0.8)
Fair value at 30
September 2023
£m
‐
3.8
3.8
Fair value at 30
September 2022
£m
‐
4.6
4.6
Sterling interest rate swaps
Sterling debt
Total
Following termination of the last remaining interest rate swap in the prior year, the residual fair value adjustment to sterling debt of £4.9 million is required
to be amortised over the period to maturity of the bond, being the remaining duration of the original hedge relationship.
Cash flow hedges
The Group’s policy is to use certain derivative financial instruments in order to hedge the foreign exchange risk arising from certain firm commitments or
forecast highly probable transactions in currencies other than the functional currency of the relevant Group entity.
There were no cash flow hedging relationships during the current or prior year.
Net investment hedges
The Group seeks to manage the foreign currency exposure arising on retranslation of the reporting entity’s share of net assets of foreign operations at
each reporting date by designating certain derivative financial instruments and foreign currency borrowings as net investment hedging instruments.
The whole or part of the hedging instruments are designated in the hedge relationship in a 1:1 ratio against the Group’s available net investments in
foreign operations. Accordingly, the hedge ratio is deemed to be 100%.
Since the critical terms of the hedging instruments match those of the net investments in foreign operations the Group expects a highly effective hedging
relationship. The carrying value of the designated net investments in foreign operations is expected to move in the opposite direction to the mark‐to‐
market value of the hedging instruments as a result of changes in market exchange rates.
Hedge effectiveness
Since the Group expects the hedge relationships described above to be highly effective, a qualitative assessment of effectiveness is performed on
inception, at each reporting date, and upon any material change in circumstances affecting the hedge effectiveness requirements.
The key sources of ineffectiveness for the designated relationships described above are:
(i) An insufficient amount of net investments in foreign operations (i.e. less than the amount of the hedging instruments).
(ii) A material change in the Group’s credit risk or that of its swap counterparties.
If changes in circumstances cause the critical terms of the hedging instrument to no longer match those of the hedged item, ineffectiveness is monitored
using appropriate methodologies.
All designated fair value hedge relationships were effective throughout the year ended 30 September 2022. A gain of £1.9 million (2022 loss of £4.9
million) was recognised in the Consolidated Income Statement in Net finance income/(expense) (Note 10) representing hedge ineffectiveness in relation
to net investment hedges, due to the amount of the hedging instruments exceeding the Group’s net investments in foreign operations.
The Group’s derivative financial instruments and their maturity profiles are summarised as follows:
Derivative financial assets:
At 30 September 2023
Between two and five years
At 30 September 2022
Between two and five years
Over five years
Derivatives not
qualifying for hedge
accounting
Option over equity
instrument (i)
Derivative financial
assets
£m
8.7
5.5
6.4
11.9
£m
0.2
‐
‐
‐
£m
8.9
5.5
6.4
11.9
111
Daily Mail and General Trust plc Annual Report 2023
(i) The option over equity instrument relates to the Group’s associate investment in What On Earth Magazines Ltd.
Derivative financial liabilities:
At 30 September 2023
Between one and two years
At 30 September 2022
Between two and five years
Net investment
hedges
£m
(12.7)
(19.5)
Maturity profile of financial liabilities
The remaining undiscounted contractual liabilities and their maturities together with a reconciliation to amounts included in the Consolidated
Statement of Financial Position are as follows:
At 30 September 2023
Trade payables
Interest payable
Other creditors
Accruals
Bank overdrafts
Bonds
Loan notes
Lease liabilities
Fixed‐to‐fixed cross‐currency swaps
At 30 September 2022
Trade payables
Interest payable
Other creditors
Accruals
Bank overdrafts
Bonds
Lease liabilities
Fixed‐to‐fixed cross‐currency swaps
Within one
year
Between one
and two years
Between two
and five years
Between five
and ten years
Total
undiscounted
liability
£m
£m
£m
£m
£m
Interest
£m
(39.3)
(2.7)
(11.3)
(120.8)
(0.7)
(6.8)
‐
(10.7)
(3.4)
(195.7)
(53.1)
(3.6)
(17.6)
(147.8)
(0.7)
(9.2)
(8.1)
(3.4)
(243.5)
‐
‐
‐
‐
‐
(9.5)
‐
(7.9)
(55.1)
(72.5)
‐
‐
‐
‐
‐
(12.8)
(8.8)
(3.4)
(25.0)
‐
‐
‐
‐
‐
(166.2)
(1.4)
(9.0)
‐
(176.6)
‐
‐
‐
‐
‐
(234.6)
(11.5)
(55.1)
(301.2)
‐
‐
‐
‐
‐
‐
‐
(3.6)
‐
(3.6)
‐
‐
‐
‐
‐
‐
(2.6)
‐
(2.6)
(39.3)
(2.7)
(11.3)
(120.8)
(0.7)
(182.5)
(1.4)
(31.2)
(58.5)
(448.4)
(53.1)
(3.6)
(17.6)
(147.8)
(0.7)
(256.6)
(31.0)
(61.9)
(572.3)
‐
‐
‐
‐
‐
32.8
‐
3.1
1.5
37.4
‐
‐
‐
‐
‐
56.6
2.2
2.6
61.4
Undiscounted
value of
financial asset
Discounting,
mark to
market and
other
adjustments
Included in
Consolidated
Statement of
Financial
Position
£m
‐
‐
‐
‐
‐
‐
‐
‐
41.0
41.0
‐
‐
‐
‐
‐
‐
‐
43.3
43.3
£m
‐
‐
‐
‐
‐
4.2
‐
‐
3.3
7.5
‐
‐
‐
‐
‐
5.4
‐
(3.5)
1.9
£m
(39.3)
(2.7)
(11.3)
(120.8)
(0.7)
(145.5)
(1.4)
(28.1)
(12.7)
(362.5)
(53.1)
(3.6)
(17.6)
(147.8)
(0.7)
(194.6)
(28.8)
(19.5)
(465.7)
Included in the maturity table above are currency swaps with a notional value of US$60.0 million (2022 US$60.0 million) with mutual break clauses at fair
value every five years.
Sensitivity analysis
In managing the Group’s interest rate and currency risks, the Group aims to reduce the impact of short‐term fluctuations. However, changes in foreign
exchange rates and interest rates may have an impact on the Group’s statutory results.
At 30 September 2023 it is estimated that an increase of 1.0% in interest rates would have reduced the Group’s finance expenses by £3.7 million (2022
£2.9 million reduction). There would have been no effect on amounts recognised directly in equity. A decrease of 1.0% in interest rates would have
increased the Group’s finance expenses by £3.3 million (2022 £2.8 million increase). There would have been no effect on amounts recognised directly in
equity. This sensitivity has been calculated by applying the interest rate change to the Group’s variable rate borrowings, net of any interest rate swaps, at
the year end date.
At 30 September 2023 it is estimated that a 10.0% strengthening of sterling against the US dollar would have increased the net gain taken to equity by
£3.1 million (2022 £3.0 million reduction to the net loss) and reduced the net loss taken to income by £1.5 million (2022 £2.2 million reduction to the net
loss). A 10.0% weakening of sterling against the US dollar would have reduced the net gain taken to equity by £3.9 million (2022 £3.8 million increase to
112
Financial Statements
Financial Statements
Notes to the accounts
the net loss) and increased the net loss taken to income by £1.9 million (2022 £2.9 million increase to the net loss). This sensitivity has been calculated by
applying the foreign exchange change to the Group’s borrowings and derivative financial instruments which are affected by changes in foreign exchange
rates, at the year end date.
Fair value hierarchy
The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into levels 1 to
3 based on the degree to which the fair value is observable:
• Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities;
• Level 2 fair value measurements are those derived from inputs other than quoted prices included within level 1 that are observable for the asset or
liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
• Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable
market data (unobservable inputs).
At 30 September 2023
Financial assets
Financial assets at fair value through Other Comprehensive Income
Fair value through profit and loss
Derivative instruments not in designated hedge accounting relationships
Provision for contingent consideration receivable
Financial liabilities
Fair value through profit and loss
Derivative instruments in designated hedge accounting relationships
At 30 September 2022
Financial assets
Financial assets at fair value through Other Comprehensive Income
Fair value through profit and loss
Derivative instruments not in designated hedge accounting relationships
Provision for contingent consideration receivable
Financial liabilities
Fair value through profit and loss
Derivative instruments in designated hedge accounting relationships
Note
24
Note
24
(i)
Level 1
£m
3.5
‐
‐
3.5
Level 2
£m
57.9
8.7
‐
66.6
Level 3
£m
22.2
0.2
1.2
23.6
Total
£m
83.6
8.9
1.2
93.7
‐
(12.7)
‐
(12.7)
Level 1
£m
4.9
‐
‐
4.9
Level 2
£m
51.8
11.9
‐
63.7
Level 3
£m
6.1
‐
2.0
8.1
Total
£m
62.8
11.9
2.0
76.7
‐
(19.5)
‐
(19.5)
(i) Contingent consideration receivable (included within other receivables) at 30 September 2022 has been re‐presented in the table above on a basis
consistent with the comparative period.
113
Daily Mail and General Trust plc Annual Report 2023
Reconciliation of level 3 fair value measurement of financial assets is as follows:
At 1 October 2021
Prior year additions to contingent consideration receivable
Restated at 1 October 2021
Cash received in settlement of contingent consideration relating to disposals
Loans advanced to associates
Interest on loans to associates
Transfer to investment in associates
Impairment of loans advanced to associates
Exchange adjustment
At 30 September 2022
Cash received in settlement of contingent consideration relating to disposals
Transfer from level 2
Option over equity instrument arising on acquisition of associate
Fair value movement of Financial assets at fair value through Other Comprehensive Income
Exchange adjustment
At 30 September 2023
Note
(i)
(i)
(ii)
7, 27, (ii)
(iii)
(iv)
(iii)
(iii)
£m
10.4
2.2
12.6
(0.4)
5.8
0.4
(2.2)
(8.2)
0.1
8.1
(0.6)
22.0
0.2
(5.8)
(0.3)
23.6
(i) Additions to contingent consideration receivable and settlement of contingent consideration receivable have been re‐presented on a basis that is
consistent across all comparative periods.
(ii) Amounts credited or charged to profit and loss.
(iii) Amounts credited or charged to other comprehensive income.
(iv) Equity investments classified within level 2 in prior years have been transferred to level 3, as the observable market data used in the valuation was
not available.
Reconciliation of level 3 fair value measurement of financial liabilities is as follows:
At 1 October 2021
Cash paid to settle contingent consideration in respect of acquisitions
Change in fair value of contingent consideration
At 30 September 2022 and 30 September 2023
Note
16, 34
10, 34
£m
(1.1)
1.2
(0.1)
‐
In the prior year the increase in fair value of contingent consideration of £0.1 million was charged to the Consolidated Income Statement within Net finance
income/(expense) (Note 10).
114
Financial Statements
Financial Statements
Notes to the accounts
33 Retirement benefit obligations
The Group operates a number of pension schemes under which contributions are paid by the employer and employees. The total net pension costs of the Group
for the year ended 30 September 2023 was £34.6 million (2022 £18.0 million).
The schemes include a number of defined contribution pension arrangements, in addition to funded defined benefit pension arrangements which are closed to
future accrual. The defined benefit schemes in the UK, together with some defined contribution plans, are administered by Trustees or Trustee Companies.
Defined benefit schemes
The Company operates two main defined benefit schemes (the Schemes), the Harmsworth Pension Scheme (HPS) and the Senior Executive Pension Scheme (SEPF),
both of which are closed to new entrants and to further accrual.
Full actuarial valuations of the Schemes are carried out triennially by the scheme actuary and determine the level of contributions payable by the Company
to the Schemes. The Technical Provisions position for the most recent funding valuations of the Schemes are summarised in the table below:
Latest Funding Position
Date of latest triennial valuation
Total Liabilities
Total Assets
Surplus/(Deficit)
HPS
31 March 2022
£m
(2,794.0)
3,287.0
493.0
SEPF
31 March 2022
£m
(308.4)
346.8
38.4
AVC
31 March 2021
£m
(51.4)
42.7
(8.7)
Following the results of the latest triennial valuations, no recovery plan payments are required.
During the period the Pension Scheme Trustees agreed to reimburse the Company for expenses including the Pension Protection Levy, relating to the
Pension Schemes and merged the AVC Plan into HPS.
Strategic Plan
The Trustees have developed a comprehensive approach to managing the Schemes’ investment strategy to ensure it is always aligned with the Strategic Plan. The
Schemes’ financial performance has been sufficiently better than envisaged so the Trustees have reduced risk largely by decreasing the equity allocation and
increasing its interest rate and inflation rate hedging which is reflected in the analysis of the Schemes’ assets. In addition, the Strategic Plan has been amended to
target an asset allocation that may enable the Schemes to be self‐sufficient by 2026.
The figures in this note are based on calculations using membership data as at 30 September 2023 along with asset valuations and cash flow information from the
Schemes for the year to 30 September 2023.
A reconciliation of the net pension obligation reported in the Consolidated Statement of Financial Position is shown in the following table:
Present value of defined benefit obligation
Assets at fair value
Impact of asset ceiling
Surplus reported in the Consolidated Statement
of Financial Position
At 30
September
2023 Schemes
in surplus
At 30
September 2023
Schemes in
deficit
At 30
September 2023
Total
At 30
September
2022 Schemes
in surplus
At 30
September 2022
Schemes in
deficit
At 30
September 2022
Total
£m
(1,778.7)
2,554.6
‐
775.9
£m
‐
‐
‐
‐
£m
(1,778.7)
2,554.6
‐
£m
(1,869.0)
2,879.9
(1.7)
775.9
1,009.2
£m
‐
‐
‐
‐
£m
(1,869.0)
2,879.9
(1.7)
1,009.2
The IAS 19, Employee Benefits, accounting surplus data above differs to the triennial actuarial surplus/(deficit) calculation used in the assessment of future funding
obligations.
There are a number of reasons for this. The Technical Provisions basis is agreed by the Trustees and Company as part of the triennial actuarial funding valuation
which is used to determine the level of any contributions payable by the Company into the Schemes. The guidance issued to Trustees from the Pensions Regulator
is that the Technical Provisions basis should reflect the covenant strength and investment strategy at the time of the valuation. In addition, the Technical Provisions
discount rate represents the expected risk adjusted return on the Schemes’ assets and is normally set with reference to the yield on government bonds.
For accounting purposes, IAS 19 states that the actuarial assumptions used must represent the best estimate of the variables determining the ultimate post‐
employment benefit cost. The discount rate used is determined by reference to market yields at the end of the reporting period on high quality (AA rated) corporate
bonds, and therefore doesn’t directly relate to the expected return on the Schemes’ assets.
The key differences between the make‐up of the bases are the reference yields used for the discount rate, which is higher on the IAS 19 basis, and that the Technical
Provisions incorporate different risk adjustment factors, compared to the accounting basis which is set to represent best estimate assumptions.
115
Daily Mail and General Trust plc Annual Report 2023
Due to the different methodologies used it is not uncommon for a scheme to be in IAS 19 accounting surplus but still be in a deficit on a Technical Provisions basis.
The International Financial Reporting Interpretations Committee, in its document IFRIC 14, has interpreted the extent to which a company can recognise a pension
surplus on its Statement of Financial Position.
Having taken account of the rules of the Schemes, the Company has an unconditional right to a refund of any surplus under IFRIC 14 and considers that the
recognition of surpluses in these Schemes on its Statement of Financial Position is in accordance with the interpretations of IFRIC 14.
The surplus for the year, set out above, excludes a related deferred tax liability of £230.4 million (2022 £299.8 million).
A reconciliation of the present value of the defined benefit obligation is shown in the following table:
Defined benefit obligation at start of year
Attributable to subsidiaries disposed
Interest cost
Past service (cost)/credit
Net benefit payments
Actuarial gain/(loss) as a result of:
‐ Changes in financial assumptions
‐ Changes in demographic assumptions
‐ Membership experience
Defined benefit obligation at end of year
A reconciliation of the fair value of assets is shown in the following table:
Fair value of assets at start of year
Attributable to subsidiaries disposed
Interest income on scheme assets
Company contributions
Net benefit payments
Return on plan assets, excluding amounts included in interest income on scheme assets
Fair value of assets at end of year
The fair value of assets is categorised as follows:
Note
10
3
37
37
37
Note
10
14
37
Year ended 30
September 2023
£m
(1,869.0)
(17.3)
(91.3)
(72.8)
111.5
Year ended 30
September 2022
£m
(2,943.4)
‐
(56.2)
17.8
117.7
142.2
57.7
(39.7)
(1,778.7)
1,014.5
38.2
(57.6)
(1,869.0)
Year ended 30
September 2023
£m
2,879.9
24.8
134.0
‐
(111.5)
(372.6)
2,554.6
Year ended 30
September 2022
£m
3,238.5
‐
68.1
412.9
(117.7)
(721.9)
2,879.9
Private equity
Liability Driven Investments
Bonds
Property
Infrastructure
Cash / Other
Total Assets
At 30 September
2023
At 30 September
2023
At 30 September
2022
At 30 September
2022
Note
(i)
(ii)
(iii)
(iv)
£m
151.1
901.3
1,033.4
238.7
152.5
77.6
2,554.6
%
6
35
41
9
6
3
100
£m
194.8
591.6
1,287.3
373.0
187.6
245.6
2,879.9
%
6
21
44
13
7
9
100
(i)
Private equity includes hedge funds and infrastructure funds. Quoted securities in active markets are valued at the latest available bid price at the
reporting date.
Private equity and infrastructure funds are valued by investment managers using appropriate valuation techniques. These are derived from market
based multiples and discount rates of comparable quoted businesses or market transactions which have been determined by the Trustees’ investment
advisors to represent fair value.
(ii)
Liability Driven Investment funds (LDI) are a collateralised portfolio of gilt repurchase agreements and swap contracts designed to hedge approximately
100% (by value of liabilities) of the Schemes’ inflation and interest rate sensitivity. These are independently valued using quoted prices and for OTC
instruments by the investment manager using recognised discounting techniques.
116
Financial Statements
Financial Statements
Notes to the accounts
(iii)
(iv)
Bonds and loans include corporate bonds, distressed credit and loans. Corporate bonds are held in unitised pooled investment vehicles and are valued
at the latest available bid price provided by the pooled investment manager. Distressed credit and loans are valued by the investment managers using
relevant valuation techniques.
The Schemes’ property portfolio represent a mixture of industrial, retail, office and leisure. These assets are independently valued at open market value
at 31 March each year with subsequent changes in value based on changes in the Morgan Stanley Capital International (MSCI) property index.
The value of employer‐related assets held on behalf of the Schemes at 30 September 2023 was £nil (0.0% of assets), (2022 £nil, 0.0% of assets).
The main financial assumptions are shown in the following table:
Price inflation
Pension increases
Discount rate
Year ended 30
September 2023
%
3.40
3.05
5.50
Year ended 30
September 2022
%
3.70
3.55
5.30
The discount rate for both scheme liabilities and the fair value of scheme assets reflects yields at the year‐end date on high‐quality corporate bonds and are based
on a cash flow‐based yield curve, calculating a single equivalent discount rate reflecting the average duration of the Schemes’ liabilities, rounded to the nearest
0.05% p.a. This methodology incorporates bonds given an AA rating from at least two of the main four rating agencies (Standard & Poor’s, Moody’s, Fitch and DBRS).
RPI inflation is derived in a similar way to the discount rate but with reference to the Bank of England spot curve at the duration of the Schemes’ weighted average
duration with an appropriate allowance for inflation risk premium (0.20% p.a.), rounded to the nearest 0.05% p.a.
Mortality assumptions take account of scheme experience, and also allow for further improvements in life expectancy based on the Continuous Mortality
Investigation (CMI) projections but with a long‐term rate of improvement in future mortality rates of 1.0% p.a. Allowance is made for the extent to which employees
have chosen to commute part of their pension for cash at retirement.
The average duration of the defined benefit obligation at the end of the year is approximately 12 years (2022 13 years).
The table below illustrates examples of the assumed average life expectancies from age 60 for the principal Schemes:
For a current 60‐year‐old male member of the Scheme
For a current 60‐year‐old female member of the Scheme
For a current 50‐year‐old male member of the Scheme
For a current 50‐year‐old female member of the Scheme
Year ended 30
September 2023
Future life
expectancy from
age 60 (years)
24.9
27.6
25.3
28.1
Year ended 30
September 2022
Future life
expectancy from
age 60 (years)
25.8
28.4
26.5
29.2
The amounts charged to the Consolidated Income Statement relating to the Group’s defined benefit Schemes, based on the above assumptions are shown in the
following table:
Past service (cost)/credit
(Charge)/Credit to operating profit
Finance income
Total (charge)/credit to the Consolidated Income Statement
Note
3
10
Year ended 30
September 2023
£m
(65.3)
(65.3)
Year ended 30
September 2022
£m
17.8
17.8
42.7
(22.6)
11.9
29.7
The fair value of the Group’s pension assets includes quoted and unquoted investments. The latter require more judgement as their values are not directly
observable. The assumptions used in valuing unquoted investments are affected by current market conditions and trends which could result in changes in fair value
after the measurement date.
117
Daily Mail and General Trust plc Annual Report 2023
Pension costs and the size of any pension surplus or deficit are sensitive to the assumptions adopted. The table below indicates the effect from changes in the
principal assumptions used above:
Mortality
Increase in pension obligation at 30 September from a one‐year increase in life expectancy
Decrease in projected pension credit for the year to 30 September 2023 from a one year increase in life expectancy
Inflation rate
Increase in pension obligation at 30 September from a 0.1% p.a. increase (excluding hedging)
Decrease in projected pension credit for the year to 30 September 2023 from a 0.1% p.a. increase in inflation
Discount rate
Decrease in pension obligation at 30 September from a 0.1% p.a. increase (excluding hedging)
Increase in projected pension credit for the year to 30 September 2023 from a 0.1% increase in discount rate
Year ended 30
September 2023
£m
Year ended 30
September 2022
£m
54.2
3.0
8.2
0.5
19.1
1.9
54.0
2.8
17.9
0.8
22.1
2.1
There are significant risks in connection with running defined benefit Schemes, and the key risks are highlighted below:
Inflation rate risk
A significant proportion of the defined benefit obligation is linked to inflation, therefore increased inflation will result in a higher pension obligation. The Trustees
have sought to acquire certain assets with exposure to inflationary uplifts in order to negate a proportion of this risk. Monetary assets such as bonds and loans
hedge approximately 100% of the Schemes’ risk (by value of liabilities).
Life expectancy risk
The present value of the defined benefit obligation is calculated with reference to the best estimate of the mortality of scheme members. An increase in assumed
life expectancy will result in an increase in the defined benefit obligation. Regular reviews of mortality experience are performed to ensure life expectancy
assumptions remain appropriate.
Investment risk
This is a measure of the uncertainty that the return on the Schemes’ assets meet the return necessary to fund pension obligations. The Schemes hold a significant
proportion of equities, but during the year have been reallocating some of these investments into credit and property investments which exhibit lower volatility of
return and the LDI investments.
Discount rate risk
The present value of the defined benefit obligation is calculated using a discount rate set with reference to high‐quality corporate bond yields. A decrease in
corporate bond yields will increase the present value of the defined benefit obligation, although this will be partially offset by bonds and the LDI investment funds
which reduce the gilt rate risk by hedging approximately 100% of the Schemes’ risk (by value of liabilities).
Amounts recognised in the Consolidated Statement of Comprehensive Income (SOCI) are shown in the following table:
Actuarial gain
Impact of asset ceiling on AVC Plan
Total gain recognised in SOCI
Cumulative actuarial gain recognised in SOCI at beginning of year
Cumulative actuarial gain recognised in SOCI at end of year
A history of experience gains and losses is shown in the following table:
Present value of defined benefit obligation
Fair value of scheme assets
Impact of asset ceiling on AVC Plan
Combined surplus in Schemes
Experience adjustments on defined benefit obligation
Experience adjustments on fair value of Scheme assets
Note
37
Year ended 30
September 2023
£m
(212.4)
1.7
(210.7)
601.0
390.3
Year ended 30
September 2022
£m
273.0
(1.7)
271.3
329.7
601.0
At 30
September
2023
£m
(1,778.7)
2,554.6
‐
775.9
160.2
(372.6)
At 30
September
2022
£m
(1,869.0)
2,879.9
(1.7)
1,009.2
995.1
(721.9)
At 30
September
2021
£m
(2,943.4)
3,238.5
‐
295.1
(7.9)
163.7
At 30
September
2020
£m
(3,005.8)
3,129.0
‐
123.2
(91.9)
(20.2)
At 30
September
2019
£m
(2,975.8)
3,190.8
‐
215.0
(419.4)
374.1
118
Financial Statements
Financial Statements
Notes to the accounts
UK defined contribution plans
The Group has introduced a number of PensionSaver group personal pension plans that have replaced the trust‐based defined contribution pension plans previously
offered to employees. These plans create a consistent pensions savings vehicle across all Group segments. The benefits for all members of the trust‐based plans
have been transferred to individual policies held in the member’s own name and the scheme is now wound up. Insured death benefits previously held under this
trust have already been transferred to a new trust‐based arrangement specifically for life assurance purposes.
The aggregate value of the Group personal pension plans was £235.6 million (2022 £204.0 million) at the year end. The pension cost attributable to these plans
during the year amounted to £18.2 million (2022 £17.7 million).
Overseas pension plans
Overseas subsidiaries of certain Group segments operate defined contribution retirement benefit plans, primarily in North America. The pension cost attributable
to these plans during the year amounts to £0.8 million (2022 £0.9 million).
119
Daily Mail and General Trust plc Annual Report 2023
34 Provisions
Contract discounts
and rebates (iv)
£m
Coupon
discount
£m
Onerous
contracts
£m
Note
Contingent
consideration
(ii)
£m
Claims
and legal
(iii)
£m
Other (i)
£m
Current liabilities
At 1 October 2021
Charged/(released) during year
Utilised during year
Transfer from non‐current liabilities
Recognised during year
Contingent consideration paid
Fair value adjustment to contingent
consideration
Exchange adjustment
At 30 September 2022
Acquired in business combinations
(Released)/charged during year
Utilised during year
Transfer to non‐current liabilities
Exchange adjustment
At 30 September 2023
16, 32
10
16
24.6
(1.1)
(1.0)
‐
‐
‐
‐
‐
22.5
‐
1.8
(1.3)
‐
‐
23.0
0.8
0.3
‐
‐
‐
‐
‐
‐
1.1
‐
1.3
‐
‐
‐
2.4
0.5
2.6
‐
‐
‐
‐
‐
‐
3.1
‐
(2.9)
‐
‐
‐
0.2
1.1
‐
‐
‐
‐
(1.2)
0.1
‐
‐
‐
‐
‐
‐
‐
‐
27.1
7.2
(1.3)
‐
‐
‐
‐
4.7
37.7
‐
(9.7)
(6.8)
(9.6)
(3.1)
8.5
7.3
0.7
(1.1)
(0.7)
2.9
‐
‐
1.2
10.3
0.1
5.7
(7.4)
0.5
(0.8)
8.4
Non‐current liabilities
At 1 October 2021
(Released)/charged during year
Utilised during year
Transfer to current liabilities
Exchange adjustment
At 30 September 2022
(Released)/charged during year
Utilised during year
Transfer from current liabilities
At 30 September 2023
Onerous
contracts
£m
Claims and legal
(iii)
£m
Other (i)
£m
0.9
(0.6)
‐
‐
‐
0.3
(0.3)
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
9.6
9.6
1.4
0.1
(0.2)
0.7
(0.1)
1.9
0.2
(0.6)
(0.5)
1.0
Total
£m
61.4
9.7
(3.4)
(0.7)
2.9
(1.2)
0.1
5.9
74.7
0.1
(3.8)
(15.5)
(9.1)
(3.9)
42.5
Total
£m
2.3
(0.5)
(0.2)
0.7
(0.1)
2.2
(0.1)
(0.6)
9.1
10.6
(i)
Other current provisions principally comprise end of service provisions of £6.6 million (2022 £6.0 million), dilapidation provisions of £0.9 million (2022
£0.5 million) and cancellation provisions of £nil (2022 £2.9 million).
Other non‐current provisions principally comprise dilapidation provisions of £0.8 million (2022 £1.6 million) and a provision for amounts payable to the
Newspaper Society following the cessation of membership on disposal of Northcliffe Newspapers Ltd in 2012 of £0.2 million (2022 £0.3 million).
Contingent consideration was based on future business valuations and profit multiples and has been estimated using available data forecasts. Certain
contingent consideration arrangements are not capped since they are based on future business performance.
Claims and provisions largely relate to the EPA’s claim against Genscape, see Note 18 for further details.
Contract discounts and rebates relate to provisions held for rebates agreed with advertising agencies and advertisers, on advertising spend across the
Group’s Consumer Media titles.
(ii)
(iii)
(iv)
120
Financial Statements
Financial Statements
Notes to the accounts
35 Deferred taxation
Note
11, (i)
11, (i)
37
11, (i)
37
16
At 30 September 2021
Disclosed within non‐current
liabilities
Disclosed within non‐current assets
(Charge)/credit to income
Credit/(charge) to income due to
change in tax rate
Charge to equity
Exchange adjustment
At 30 September 2022
Disclosed within non‐current
liabilities
Disclosed within non‐current assets
Credit/(charge) to income
Credit to equity
Owned by subsidiaries acquired
Exchange adjustment
At 30 September 2023
Disclosed within non‐current
liabilities
Disclosed within non‐current assets
At 30 September 2023
Accelerated
capital
allowances
£m
36.2
Goodwill
and
intangible
assets
£m
(16.4)
36.0
(17.1)
0.2
2.4
0.7
‐
1.7
41.0
41.0
‐
3.1
‐
‐
‐
44.1
44.1
‐
44.1
0.7
23.2
‐
‐
(0.2)
6.6
(17.1)
23.7
(0.3)
‐
(1.4)
(1.3)
3.6
(16.5)
20.1
3.6
Share‐
based
payments
£m
12.0
Deferred
interest
£m
1.5
Trading
losses and
tax credits
£m
30.9
Pension
scheme
surplus and
pension
payment
spreading
£m
(75.1)
29.9
(75.1)
12.0
‐
(7.7)
0.1
(4.4)
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
1.2
0.3
2.8
‐
‐
‐
4.3
4.0
0.3
2.2
‐
‐
‐
6.5
6.1
0.4
6.5
1.0
(23.1)
0.5
‐
1.5
9.8
3.9
5.9
25.8
‐
‐
(0.4)
35.2
‐
(56.4)
1.2
(95.0)
‐
(225.3)
‐
(18.0)
62.7
‐
‐
(180.6)
26.6
(180.6)
8.6
35.2
‐
(180.6)
Other
£m
9.7
7.2
2.5
(0.1)
0.1
‐
1.0
10.7
Total
£m
(1.2)
(5.9)
4.7
(58.9)
2.6
(99.4)
4.0
(152.9)
1.5
(1.1)
‐
‐
(0.2)
9.4
8.5
0.9
9.4
31.4
11.7
62.7
(1.4)
(1.9)
(81.8)
(111.8)
30.0
(81.8)
(225.3)
9.2
(184.3)
(i)
Includes £nil attributable to discontinued operations (2022 £22.2 million credit).
The deferred tax asset disclosed in the Consolidated Statement of Financial Position in respect of deferred interest, tax losses and tax credits is analysed as follows:
UK
North America
Rest of the World
At 30 September
2023
£m
32.8
5.1
3.8
41.7
At 30 September
2022
£m
7.9
4.6
1.6
14.1
During the year the Group’s IAS 19 pension scheme surplus (“the IAS 19 Surplus”) decreased by £233.3 million to £775.9 million. The deferred tax liability in respect
of the IAS 19 Surplus decreased by £69.4 million to £230.4 million during the year. This deferred tax liability is calculated as the sum of the income tax that would
be withheld on the part of the IAS 19 Surplus that is expected (when measuring deferred tax) to be returned to the Group in the future (“the Income Tax Temporary
Difference”) plus the corporation tax impact of the reversal of the remainder of the IAS 19 Surplus through the Group’s Income Statement. The excess of the IAS 19
Surplus over the Income Tax Temporary Difference is assumed to reverse through the Group’s Income Statement in a straight line over the current weighted average
life expectancy of the members of each scheme, being 21 years for the Harmsworth Pension Scheme and 17 years for the DMGT Senior Executive Pension Fund.
The amount of the IAS 19 Surplus that might be returned to the Group in the future is highly uncertain and depends on a range of factors including (i) performance
of scheme assets, (ii) macroeconomic conditions, (iii) future costs of insuring liabilities, (iv) the manner in which the pension schemes are operated and concluded.
For the purpose of considering the manner of recovery of the IAS 19 Surplus under IAS 12 (i.e. for the measurement of deferred tax), judgement is therefore
required. In accordance with IAS 12, the Group has used its best estimate to calculate the Income Tax Temporary Difference. The assumptions used in calculating
the Income Tax Temporary Difference include (i) using discount rates based on long‐term gilt rates, which are lower than the discount rates used in calculating the
IAS 19 Surplus, (ii) making estimates as to current insurer pricing, (iii) making no allowance for costs of any transaction or discount on sales of illiquid assets. If the
amount of IAS 19 Surplus recovered as an Income Tax Temporary Difference were to increase or decrease by £100.0 million, deferred tax liabilities would increase
or decrease by £10.0 million respectively.
121
Daily Mail and General Trust plc Annual Report 2023
On 22 November 2023, in its Autumn Statement, the UK Government announced its intention to reduce the income tax rate applicable for surplus payments that
are returned to the sponsoring employer in defined benefit schemes from 35.0% to 25.0% with effect from 1 April 2024. However, this intended rate change was
not enacted as at 30 September 2023 and its effect has therefore been excluded from the calculation of the deferred tax liability in respect of the IAS 19 Surplus.
The Group estimates that the impact of this change in rate is to decrease the Group’s net deferred tax liabilities by £36.4 million.
A deferred tax asset of £49.6 million has been recognised in relation to the spreading of UK tax relief for the large pension contributions made during 2022. This
asset is shown above netted against the £230.4 million deferred tax liability in relation to the pension scheme surplus.
Deferred tax assets are first recognised against the reversal of deferred tax liabilities and then against future forecast taxable profits where there is sufficient evidence
to consider these probable.
Deferred tax assets totalling £87.7 million in respect of deferred interest (£6.1 million), tax losses (£nil), the temporary timing difference in respect of pensions
payments (£49.6 million), accelerated capital allowances (£29.0 million), and other timing differences (£3.0 million) have been recognised in the UK against the
deferred tax liability arising in respect of the excess of the IAS 19 Surplus over the Income Tax Temporary Difference.
Deferred tax assets totalling £40.4 million in respect of deferred interest (£nil), tax losses (£26.6 million), the temporary timing difference in respect of pensions
payments (£nil), accelerated capital allowances (£13.8 million), and other timing differences (£nil) have been recognised in the UK on the basis that the Directors
are of the opinion, based on recent and forecast trading, that there is convincing evidence that sufficient taxable profits will be generated in the UK in future
accounting periods, such that it is considered probable that these assets will be recovered. Evidence includes the Group’s recent and forecast trading, taking into
account: non‐recurring exceptional costs, the long‐term nature of the business and risks associated with the future performance of the Group. For these purposes
the Group takes into account the risks associated with the future performance of the Group by applying an annual risk factor that reduces forecast operating profits
by 5.0% per annum on a straight line basis. The future performance of the Group could result in revisions of risk‐weighted profit forecasts such that there is a
material change in deferred tax assets recognised in respect of future forecast taxable profits. If the risk‐weighted operating profits were to be 5.0% higher or lower
than the forecast in each year, deferred tax assets would increase by approximately £8.0 million or decrease by approximately £6.0 million respectively. If the annual
risk factor applied to the forecast operating profits was increased to 6.0% or reduced to 4.0%, deferred tax assets would decrease by approximately £8.0 million or
increase by approximately £16.0 million respectively.
Deferred tax assets totalling £26.0 million in respect of deferred interest (£0.4 million), tax losses (£4.8 million), accelerated capital allowances (£nil), intangible
assets (£20.1 million), and other timing differences (£0.7 million) have been recognised in North America and deferred tax assets totalling £4.1 million have been
recognised in the Rest of the World on the basis that the Directors are of the opinion, based on recent and forecast trading, that there is convincing evidence that
sufficient taxable profits will be generated in the relevant territories in future accounting periods, such that it is considered probable that these assets will be
recovered.
The Income Tax Temporary Difference does not give rise to a deferred tax liability of the type against which the Group’s deferred tax assets can be utilised. The
quantum of deferred tax assets recognised in the UK in respect of tax losses and other timing differences is therefore dependent on the quantum of the deferred
tax liability arising in respect of the excess of the IAS 19 Surplus over the Income Tax Temporary Difference. Accordingly, any volatility in the IAS 19 Surplus, or any
change in the Directors’ assessment of its manner of recovery, creates volatility in the quantum of deferred tax assets recognised.
There is an unrecognised deferred tax asset of £133.6 million (2022 £114.7 million) which relates to revenue losses and £33.7 million (2022 £34.2 million) which
relates to deferred interest where there is insufficient certainty that these losses will be utilised in the foreseeable future. There is an additional unrecognised
deferred tax asset of £405.9 million (2022 £403.8 million) which relates to capital losses carried forward. £508.8 million of the revenue losses in respect of which
the Group recognises no deferred tax asset have no expiry date, and £1.5 million of the unrecognised revenue losses are expected to expire during the period 2024
to 2030. All of the deferred interest of £134.9 million and capital losses of £1,623.6 million in respect of which the Group recognises no deferred tax asset have no
expiry date.
No deferred tax liability is recognised on temporary differences of £394.9 million (2022 £372.5 million) relating to the unremitted earnings of overseas subsidiaries
as the Group is able to control the timing of the reversal of these temporary differences and it is probable that they will not reverse in the foreseeable future. The
temporary differences at 30 September 2023 represent only the unremitted earnings of those overseas subsidiaries where remittance to the UK of those earnings
may still result in a tax liability, principally as a result of dividend withholding taxes levied by the overseas tax jurisdictions in which these subsidiaries operate.
On 20 June 2023, Finance (No.2) Act 2023 was substantively enacted in the UK, introducing a global minimum effective tax rate of 15.0%. The legislation implements
a domestic top‐up tax and a multinational top‐up tax, effective for accounting periods starting on or after 31 December 2023. The Group has applied the exception
allowed by an amendment to IAS 12 amendment to recognising and disclosing information about deferred tax assets and liabilities related to top‐up income taxes.
122
Financial Statements
Financial Statements
Notes to the accounts
36 Called‐up share capital
Ordinary Shares of 12.5 pence each
A Ordinary Non‐Voting Shares of 12.5 pence each
Ordinary Shares
A Ordinary Non‐Voting Shares
Allotted, issued
and fully paid At
30 September
2023
£m
2.5
26.3
28.8
Allotted, issued
and fully paid At
30 September
2023
Number of
shares
19,890,364
210,798,306
230,688,670
Allotted, issued
and fully paid At
30 September
2022
£m
2.5
26.3
28.8
Allotted, issued
and fully paid At
30 September
2022
Number of
shares
19,890,364
210,798,306
230,688,670
The two classes of shares are equal in all respects, except that the A Ordinary Non‐Voting Shares do not have voting rights and hence their holders are not entitled
to vote at general meetings of the Company.
On 2 December 2021, Rothermere Continuation Limited (RCL) and the Non‐conflicted DMGT Directors announced the terms of a recommended increased and final
cash offer of £2.70 per share for all of the issued DMGT A Ordinary Non‐Voting Shares not already owned by RCL (the Final Offer).
On 16 December 2021, RCL announced that all of the Conditions to the Final Offer had been satisfied or, where applicable, waived and the Final Offer was therefore
unconditional in all respects.
Following the Final Offer becoming unconditional the Board of DMGT resolved to make applications to (i) the FCA to cancel the listing of all DMGT A Ordinary Non‐
Voting Shares on the FCA's Official List and (ii) to cancel trading in all DMGT A Ordinary Non‐Voting Shares on the London Stock Exchange's main market for listed
securities which took effect as of 8.00 am on 10 January 2022. On 24 February 2022, RCL acquired all remaining DMGT shares that it had not already acquired by
that date.
37 Reserves
Share premium account
At start of year
Capital reduction
At end of year
Capital redemption reserve
At start of year
On cancellation of A Ordinary Non‐Voting Shares
Capital reduction
At end of year
Own shares
At start of year
Own shares released on vesting of share options
On cancellation of A Ordinary Non‐Voting Shares
At end of year
Note
(iii)
(ii)
(iii)
(i)
(ii)
Year ended 30
September 2023
£m
Year ended 30
September 2022
£m
17.8
(17.8)
‐
21.5
‐
(21.5)
‐
‐
‐
‐
‐
17.8
‐
17.8
21.0
0.5
‐
21.5
(35.5)
6.6
28.9
‐
The Group’s investment in its own shares represented shares held in treasury and shares held by an employee benefit trust (EBT) to satisfy incentive schemes.
At 30 September 2023, this investment comprised nil A Ordinary Non‐Voting Shares (2022 nil shares) held in treasury and nil A Ordinary Non‐Voting Shares (2022
nil shares) held in the EBT. The market value of the Treasury Shares at 30 September 2023 was £nil (2022 £nil) and the market value of the shares held in the EBT at
30 September 2023 was £nil (2022 £nil).
123
Daily Mail and General Trust plc Annual Report 2023
The EBT was independently managed and purchased shares in order to satisfy outstanding share options and potential awards under long‐term incentive plans.
(i)
(ii)
(iii)
During the prior year, the Company utilised 0.9 million A Ordinary Non‐Voting Shares in order to satisfy incentive schemes. This represented 0.4% of the
called‐up A Ordinary Non‐Voting Share capital at 30 September 2022. The carrying value of these shares was £6.6 million in the prior year.
On 7 February 2022 4,115,021 DMGT A Ordinary Non‐Voting Treasury shares were cancelled resulting in the transfer of £0.5 million nominal value of
these shares from Share capital to the Company’s Capital Redemption Reserve together with a transfer of £28.9 million from Treasury shares to Retained
earnings.
During the year the Company obtained Court approval to reduce its share premium and capital redemption reserve. These balances were transferred
to the Company’s retained earnings.
Translation reserve
At start of year
Foreign exchange differences on translation of foreign operations
Translation reserves recycled to Consolidated Income Statement on disposals
Gain/(loss) on hedges of net investments in foreign operations
Costs of hedging
Costs of hedging recycled to Consolidated Income Statement on currency swap termination
At end of year
Year ended 30
September 2023
£m
Year ended 30
September 2022
£m
Note
8
10
0.5
(0.9)
1.7
5.1
(0.2)
‐
6.2
6.9
5.8
(6.4)
(5.9)
0.4
(0.3)
0.5
The translation reserve arises on the translation into sterling of the net assets of the Group’s foreign operations, offset by changes in fair value of financial
instruments used to hedge this exposure.
Included in the translation reserve is a cumulative loss of £2.0 million (2022 £7.1 million) in relation to continuing hedge relationships and a cumulative loss of £6.1
million (2022 £6.1 million) in relation to hedging relationships for which hedge accounting is no longer applied.
Retained earnings
At start of year
Profit/(loss) for the year
Dividends
Cazoo dividend in specie
Actuarial (loss)/gain on defined benefit pension schemes
Credit to equity for share‐based payments
Settlement of exercised share options
Transfers
Receipt in respect of prior period pension payment
Transfer from share premium and capital redemption reserve
Fair value movement of financial assets at fair value through Other Comprehensive Income
Deferred tax on actuarial movement
Deferred tax on other items recognised directly in equity
Cancellation of shares
At end of year
At end of year ‐ total reserves
Year ended 30
September 2023
£m
Year ended 30
September 2022
£m
Note
12
12
33
6, 14, 40
(iii)
24
35
35
933.9
6.1
(19.2)
‐
(210.7)
‐
‐
‐
4.0
39.3
7.4
62.7
‐
‐
823.5
3,044.1
(133.8)
(1,356.4)
(109.8)
271.3
58.8
(62.7)
(3.3)
‐
‐
(646.0)
(95.0)
(4.4)
(28.9)
933.9
829.7
973.7
124
Financial Statements
Financial Statements
Notes to the accounts
38 Non‐controlling interests
At start of year
Share of loss for the year
Shares issued
Non‐controlling interest arising on acquisition
Foreign exchange differences on translation of foreign operations
At end of year
39 Commitments and contingent liabilities
Commitments
At 30 September 2023, the Group had outstanding capital expenditure commitments as follows:
Right of use assets ‐ Property, plant and equipment
Contracted but not provided in the financial statements
Property, plant and equipment
Contracted but not provided in the financial statements
Year ended 30
September 2023
£m
(2.0)
(1.8)
1.8
1.2
0.7
Year ended 30
September 2022
£m
(1.5)
(0.3)
‐
‐
(0.2)
(0.1)
(2.0)
At 30
September 2023
£m
At 30
September 2022
£m
‐
3.4
7.5
‐
Note
16
Note
(i)
(ii)
(i)
The lease at NCH expired in December 2022 and temporary office space at 9 Derry Street is being used whilst redevelopment works at NCH are being
carried out. The target end date for these works is June 2026, at which point the Group will commence its own fit out works prior to moving back to NCH.
At 30 September 2023 the Group had contracted for but not provided for capital expenditure amounting to £nil (2022 £7.5 million) in relation to the move
into temporary office space at 9 Derry Street.
A new lease for NCH has been signed covering 109,000 square feet for 15 years. The new NCH lease includes a 42‐month rent free period and includes five‐
year market reviews. The total amount payable over the lease term is estimated to be £98.4 million.
(ii)
At 30 September 2023 the Group had contracted for but not provided for capital expenditure amounting to £3.4 million (2022 £nil) in relation to committed
hardware spending on datacentres.
The Group has entered into non‐cancellable arrangements with events and exhibitions’ organisers to secure venue bookings and costs at competitive prices for
future events and exhibitions for the year to December 2024. At 30 September 2023, the commitment to book venues over this period was £22.1 million (2022
£13.8 million for the period to December 2023).
The Group has entered into arrangements with ink suppliers to obtain ink for the year to December 2023 at competitive prices and to secure supply. At 30 September
2023, the commitment to purchase ink over this period was £nil (2022 £0.3 million for the period to December 2022).
The Group has entered into agreements with various printers for years up to December 2024 at competitive prices and to secure supply.
At 30 September 2023, the commitment to purchase printing capacity over this period was £1.4 million (2022 £4.1 million for the period to December 2024).
Contingent liabilities
The Group has issued standby letters of credit (SLCs) amounting to £1.9 million (2022 £2.0 million), principally relating to the Group’s property lease obligations.
The SLCs are not expected to be called upon as they are only intended to cover instances where the Group defaults on payments under these obligations.
The Group is exposed to libel claims in the ordinary course of business and vigorously defends against claims received. The Group makes provision when such an
outcome is judged probable.
125
Daily Mail and General Trust plc Annual Report 2023
40 Share‐based payments and Long‐term incentive plans
Prior to going private in December 2021, the Group offered a number of share‐based remuneration schemes to Directors and certain employees. The principal
schemes comprised share options under the DMGT, Insurance Risk, Property Information and Consumer Media Executive Share Option Schemes. Share options
were exercisable after the vesting period, subject in some cases to the satisfaction of performance conditions, and up to 10 years from the date of grant at a price
equivalent to the market value of the respective shares at the date of grant.
The fair value of share options for each of these schemes was determined using a Black‐Scholes model. With respect to all schemes, expected volatility was
estimated, based upon relevant historic data in respect of the DMGT A Ordinary Non‐Voting Share price.
During the prior year Rothermere Continuation Limited (RCL) acquired all of the issued DMGT A Shares not already owned by RCL. Following this transaction, certain
of the Group’s equity‐settled long‐term incentive plan (LTIP) arrangements early vested subject to pro‐rata vesting and were cancelled and replaced with cash‐
settled incentive awards. These cash‐settled incentive awards are fixed amounts payable on the vesting dates of the original equity‐settled awards and vest subject
to a service period as follows:
Vesting date
December 2023
December 2024
December 2025
LTIP payable
£m
1.2
1.1
0.8
3.1
When an equity‐settled LTIP is cancelled, IFRS 2, Share‐based Payment requires this to be treated as an acceleration of the original vesting period. The impact of
this acceleration resulted in non‐cash LTIP charges being charged against profits of the prior period which normally would have been charged against profits of
future periods. These accelerated charges were treated as exceptional operating costs.
In addition to the above original equity‐settled awards the Group has granted long‐term cash‐settled incentive awards to certain employees. These awards are
linked to a multiple of salary based on revenue and cash operating income performance against budget and are subject to employment status on vesting.
The estimated future amounts payable on vesting are as follows:
Vesting date
December 2023
December 2024
December 2025
The total charge to the Consolidated Income Statement in respect of LTIP arrangements is as follows:
Segment
Scheme
DMGT Board and Corporate Costs
Consumer Media
Equity‐settled LTIP arrangements
Cash‐settled LTIP arrangements
Social security costs
Long‐Term Incentive Plan
Long‐Term Incentive Plan
Option Plan
LTIP payable
£m
5.2
6.1
5.6
16.9
Year ended 30
September 2023
£m
‐
‐
‐
Year ended 30
September 2022
£m
44.7
14.0
0.1
‐
8.8
0.7
9.5
58.8
9.3
0.4
68.5
126
Financial Statements
Financial Statements
Notes to the accounts
41 Ultimate holding company
The Company’s immediate parent company is Rothermere Continuation Limited (RCL), a company incorporated in Jersey, in the Channel Islands.
Daily Mail and General Trust plc is the only company in the Group to prepare Consolidated Financial Statements.
42 Related party transactions
Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note. The
transactions between the Group and its joint ventures and associates are disclosed below.
For the purposes of IAS 24, Related Party Disclosures, executives below the level of the Company’s Board are not regarded as related parties.
The remuneration of the Directors at the year end, who are the key management personnel of the Group, is set out in aggregate in Note 6.
Ultimate controlling party
Rothermere Continuation Limited (RCL) is a holding company incorporated in Jersey, in the Channel Islands. The main asset of RCL is its controlling shareholding in
DMGT, being its 100% holding of DMGT’s issued Ordinary Shares and DMGT’s issued A Ordinary Non‐Voting Shares. RCL is controlled by a discretionary trust (the
Trust) which is held for the benefit of Viscount Rothermere and his immediate family. The Trust represents the ultimate controlling party of the Company. Both RCL
and the Trust are administered in Jersey. RCL and its directors, and the Trust are related parties of the Company.
Transactions with Directors
During the year, Forsters LLP in which Mr A Lane, a Non‐Executive Director of the Company, is a partner, provided legal services to the Company amounting to
£137,558 (2022 £170,899). During the year, Dixon Wilson Chartered Accountants and H.W. Wood Ltd., in which Mr D Nelson, a Non‐Executive Director of the
Company, is a partner and director respectively, provided professional services to the Company amounting to £17,500 (2022 £76,350).
The charge to the Income Statement in relation to Directors' remuneration is as follows:
Salary and fees paid to Executive Directors
Fees paid to third parties and Non‐Executive Directors
Annual bonuses
Long‐term incentives
Pension benefits
Other
Year ended 30
September 2023
£m
3.3
0.4
1.2
3.1
0.3
0.3
8.6
Year ended 30
September 2022
£m
3.2
0.5
9.1
56.9
0.8
0.2
70.7
Transactions with joint ventures and associates
Details of the Group’s principal joint ventures and associates are set out in Note 23.
Associated Newspapers Ltd (ANL) has a 50.0% (2022 50.0%) shareholding in Northprint Manchester Ltd, a joint venture. The net amount due to ANL of £5.8 million
(2022 £5.8 million) has been fully provided.
Northcliffe Media Ltd (NML) has a 45.0% (2022 nil) shareholding in What On Earth Magazines Ltd (WOEM), an associate. During the year NML provided cash funding
amounting to £0.6 million and £0.4 million of media credits (2022 £nil cash and £nil media credits).
DMGV Ltd (DMGV) has a 23.9% (2022 23.9%) shareholding in Excalibur Holdco Ltd (Excalibur), an associate. During the year, services provided to Excalibur amounted
to £0.3 million (2022 £0.3 million). At 30 September 2023, amounts due from Excalibur amounted to £17.3 million (2022 £17.3 million) loan notes. The loan notes
carry an annual coupon of 10.0% and £10.3 million (2022 £10.3 million) was outstanding in relation to this coupon at 30 September 2023. An expected lifetime
impairment allowance of £12.0 million (2022 £12.0 million) has been made against the loan note and unpaid coupon balance.
DMGV had a 45.3% shareholding in Yopa Property Ltd (Yopa), an associate, in the prior year. During the year, the Group increased its shareholding to 74.0% and
Yopa is now a subsidiary. Prior to this, the Consumer Media segment provided services to Yopa amounting to £0.1 million (2022 £nil), and the Property Information
segment paid referral fees of £0.9 million (2022 £2.8 million) and made sales of £nil (2022 £0.1 million) to Yopa. At 30 September 2022, amounts due from Yopa
amounted to £3.8 million convertible loan notes. The loan notes carried an annual coupon of 10.0% and £0.2 million was outstanding in relation to this coupon. At
30 September 2022, the total loan amount due of £3.8 million was fully provided.
DMGV has a 35.1% (2022 33.9%) shareholding in Quick Move Ltd, an associate. During the year, services provided to Quick Move amounted to £0.2 million (2022
£0.4 million) from the Consumer Media segment. DMGV provided cash funding amounting to £0.5 million and £0.3 million of media credits (2022 £0.4 million cash
and £0.2 million of media credits) during the year. In the prior year ended 30 September 2022, DMGV also provided cash funding of £2.0 million convertible loan
notes carrying an annual coupon of 10.0%. On 6 September 2022, the loan notes £2.0 million and outstanding coupon of £0.2 million were converted to Ordinary
shares.
127
Daily Mail and General Trust plc Annual Report 2023
DMGV has a nil (2022 20.1%) shareholding in Factory 14 S.a.r.l, an associate. At 30 September 2023, amounts due from Factory 14 amounted to £4.2 million loan
notes (2022 £4.2 million). The loan notes carried an annual coupon of 8.0% and £0.2 million (2022 £0.2 million) was outstanding in relation to this coupon at 30
September 2023. The total amount due of £4.4 million was fully provided. The company was sold to other shareholders for nil value during the year.
DMG Events (USA), Inc. has a 20.0% (2022 20.0%) shareholding in Whereoware, LLC, an associate. During the year, DMG Events (USA), Inc. received dividends of
£0.1 million (2022 £0.1 million) from Whereoware, LLC.
DMGI Land & Property Europe Ltd (DMGILP), of which Landmark Information Group Ltd (Landmark) is a subsidiary undertaking, has a 50.0% (2022 50.0%)
shareholding in PointX Ltd (PointX), a joint venture. During the year, Landmark charged management fees of £0.3 million (2022 £0.3 million) and recharged costs of
£0.2 million (2022 £0.1 million) to PointX. DMGILP received dividends of £nil (2022 £0.1 million) from PointX.
SearchFlow Ltd (SF) has a 50.0% (2022 50.0%) shareholding in Decision First Ltd (DF), a joint venture. During the year, Decision Insight Information Group (UK) Ltd
(DIIG UK), parent undertaking of SF, recharged costs to DF amounting to £0.2 million (2022 £0.2 million) and charged management fees of £0.1 million (2022 £0.1
million). During the year, SF received dividends of £0.5 million (2022 £1.0 million) from DF.
Other related party disclosures
Under an agreement to guarantee the income generated from certain property assets held by the Harmsworth Pooled Property Unit Trust (HPPUT) which were
purchased from the Group during a prior year, the Group was charged for rent and service charges in relation to the current year amounting to £0.2 million (2022
£0.2 million).
The Group recharges HPPUT with accounting and secretarial supports. During the year, the total amount recharged was £0.1 million (2022 £nil).
At 30 September 2023, the Group owed £1.0 million (2022 £1.1 million) to the pension schemes which it operates. This amount comprised employees’ and
employer’s contributions in respect of September 2023 payrolls.
The Group recharges its principal pension schemes with costs of administrative and investment management fees. The total amount recharged during the year was
£7.3 million (2022 £0.3 million).
Contributions made during the year to the Group’s retirement benefit plans are set out in Note 33, along with details of the Group’s future funding commitments.
ANL paid contributions to DMGT Healthcare Trustees totaling £1.2 million (2022 £1.1 million). At 30 September 2023, a total of £1.1 million (2022 £1.0 million) was
owed to the scheme by ANL.
43 Post balance sheet events
Acquisitions
Following the year end the Group made the following acquisitions:
(i)
A £0.2 million cash investment in PointX Ltd, a joint venture, representing a 50.0% equity stake. After acquisition PointX Ltd will be a fully owned
subsidiary of the Group.
(ii)
A £1.0 million Safe Agreement for Future Equity investment in Hexagon Cup Padel Holdings Ltd.
Disposals
Following the year end the Group disposed 1.0% of its equity stake in LineVision, Inc. for cash consideration of US$1.4 million (£1.0 million).
Other
Following the year end News UK and dmg media proposed a joint venture which would combine the newspaper operations of Newsprinters (News UK) and dmg
media in Great Britain. Under the proposal, a new company (NewCo) would be created to run the combined print operations. The proposed NewCo, which is
subject to consultation, would help improve the efficiency of News UK and dmg media’s print operations and establish a sustainable business model for the
future of national newspaper printing in the UK.
The proposed NewCo would operate independently, with its own senior leadership team drawn from Newsprinters and dmg media. The NewCo is limited
to the parties’ printing operations and does not represent closer working between News UK and dmg media on media, editorial or commercial activity.
The proposal would retain the three current Newsprinters sites in Broxbourne (Hertfordshire), Knowsley (Merseyside) and Eurocentral (Glasgow), and
would mean the closure of both dmg media sites, in Thurrock (Essex) and Dinnington (South Yorkshire). dmg media would retain ownership of the Carn
print site in Northern Ireland which is unaffected by this proposal and will operate as normal.
Both parties are engaging with the relevant regulatory authorities, including the Competition and Markets Authority. Until these regulatory processes are
complete, the dmg media printing business and Newsprinters UK remain separate and independent and will continue to operate as such.
128
Financial Statements
Financial Statements
Notes to the accounts
44 Subsidiaries exempt from audit
The following UK subsidiaries will take advantage of the audit exemption set out within Section 479A of the Companies Act 2006 for the year ended 30
September 2023:
Subsidiary name
Daily Mail and General Holdings Ltd
Daily Mail and General Investments Ltd
DMGB Ltd
DMGV Ltd
Daily Mail International Ltd
DMG Asset Finance Ltd
DMG Atlantic Ltd
DMG Events International Ltd
DMG Information Ltd
DMGZ Ltd
Northcliffe Media Ltd
Ralph US Holdings
Young Street Holdings Ltd
DMG Events (Conferences) Ltd
DMG Events (UK) Ltd
Company registration
number
01693108
02251116
04521116
05830195
01966438
05528329
04521108
04118004
03708142
00272225
03403993
06341444
04485808
03410466
02246951
Subsidiary name
Trepp UK Ltd
Searchflow Ltd
Landmark Valuation Services Ltd
Decision Insight Hub Ltd
Decision Insight Information Group (UK) Ltd
Millar & Bryce Ltd
dmgi Land and Property Europe Ltd
Onesearch Direct Ltd
dmg media Limited
Mail Finance Services Ltd
Associated Print Holdings Limited
Associated Printing (Dinnington) Limited
Associated Printing (Portsmouth) Limited
Associated Printing (Carn) Limited
Company registration
number
03209327
04084804
01670075
04084803
02099085
SC134475
01163844
SC230285
05765286
04282263
11573312
11575473
11575513
11575502
The Directors of Daily Mail and General Trust plc have confirmed that the Company will provide a guarantee under Section 479C in relation to the subsidiaries
listed above.
No dormant subsidiaries have taken the exemption from preparing individual accounts by virtue of Section 394A of Companies Act 2006.
No dormant subsidiaries have taken the exemption from filing with the registrar individual accounts by virtue of Section 448A of Companies Act 2006.
The following UK subsidiaries will take advantage of the audit exemption set out within Section 480 of the Companies Act 2006, exemption from audit for
dormant companies for the year ended 30 September 2023:
Subsidiary name
A&N Media Finance Services Ltd
Abbey Newco Ltd
Argyll Environmental Ltd
Central Independent News and Media Ltd
Daily Mail Ltd
DMGZ Ltd
Entale Media Ltd
Estate Technical Solutions Ltd
Hillgate Financial Services Ltd
Company registration
number
Subsidiary name
Company registration
number
Hillgate Investment Trading Ltd
Landmark Analytics Ltd
MailLife Financial Services Ltd
Ochresoft Technologies Ltd
The Mail on Sunday Ltd
Yopa Estate Agents Ltd
Yopa Investments Ltd
Yopa Lettings Ltd
Yopa Property Sales Ltd
09119535
05156356
01063950
03645549
01160545
10055050
10068340
10054884
10054986
03709742
13550497
04603621
03015855
01160542
03125581
10872547
07071305
09907935
129
Daily Mail and General Trust plc Annual Report 2023
45 Full list of Group undertakings
Subsidiary name
Registered office
A&N Media Finance Services Ltd
Northcliffe House, 2 Derry Street, London W8 5TT
Abbey Newco Ltd
AN (Mauritius) Ltd
Andor Holdco Ltd
Argyll Environmental Ltd
Associated Newspapers (Ireland) Ltd
Ground Floor, 7 Abbey Court, Eagle Way, Sowton,
Exeter, Devon EX2 7HY
10th Floor, Standard Chartered Tower, 19 Cybercity,
Ebène, Mauritius
Northcliffe House, 2 Derry Street, London W8 5TT
5‐7 Abbey Court, Eagle Way, Sowton, Exeter, Devon
EX2 7HY
Top Floor, Two Haddington Buildings, 20‐38
Haddington Road, Dublin 4, D04 HE94, Ireland
Associated Newspapers Ltd
Northcliffe House, 2 Derry Street, London W8 5TT
Associated Newspapers North America,
Inc.
Corporation Service Company, 251 Little Falls Drive,
Wilmington, DE 19808, United States
Associated Print Holdings Ltd
Northcliffe House, 2 Derry Street, London W8 5TT
Associated Printing (Carn) Ltd
Northcliffe House, 2 Derry Street, London W8 5TT
Associated Printing (Dinnington) Ltd
Northcliffe House, 2 Derry Street, London W8 5TT
Associated Printing (Portsmouth) Ltd
Central Independent News and Media
Ltd
Northcliffe House, 2 Derry Street, London W8 5TT
Northcliffe House, 2 Derry Street, London W8 5TT
Coral Mint Ltd
Top Floor, Two Haddington Buildings, 20‐38
Haddington Road, Dublin 4, D04 HE94, Ireland
Daily Mail and General Holdings Ltd*
Northcliffe House, 2 Derry Street, London W8 5TT
Daily Mail and General Investments Ltd Northcliffe House, 2 Derry Street, London W8 5TT
Daily Mail and General Trust plc
Northcliffe House, 2 Derry Street, London W8 5TT
Daily Mail Ltd
Northcliffe House, 2 Derry Street, London W8 5TT
Daily Mail On‐Air, LLC
CSC Lawyers Incorporating Service, 2710 Gateway Oaks
Drive, Suite 150N, Sacramento, CA 95833, United
States
Decision Insight Hub Ltd
5‐7 Abbey Court, Eagle Way, Sowton, Exeter, Devon
EX2 7HY
Decision Insight Information Group
(UK) Ltd
5‐7 Abbey Court, Eagle Way, Sowton, Exeter, Devon
EX2 7HY
DMG Angex Ltd (in Liq'n)
DMG Asset Finance Ltd
31st Floor, 40 Bank Street, London E14 5NR
Northcliffe House, 2 Derry Street, London W8 5TT
DMG Atlantic Ltd
DMG Conference & Exhibition Services
(Shanghai) Ltd
Northcliffe House, 2 Derry Street, London W8 5TT
Room 428, Level 4, No 55 Xiya Road (Plot 5 Of Zone F),
Shanghai, China
DMG Connect, Inc
Corporation Service Company, 251 Little Falls Drive,
Wilmington, DE 19808, United States
DMGE Exhibitions Organization and
Management ‐ Sole Proprietorship LLC
Unit 308, 3rd Floor, Arjan Building, Sector 18‐2 East,
Plot C91, Defense Road, Abu Dhabi
DMG Events (Canada), Inc.
DMG Events (Conferences) Ltd
DMG Events (Doha), LLC
#1510 – 140 10 Avenue SE, Calgary, Alberta T2G 0R1,
Canada
Northcliffe House, 2 Derry Street, London W8 5TT
Office 706, Palm Tower B, PO Box 3601, West Bay,
Doha, Qatar
130
Country of
incorporation or
registration
UK
UK
Classes of shares
held
Ordinary
Ordinary
Mauritius
Ordinary
% shareholding
(% held directly
by parent)
100.0%
100.0%
100.0%
74.0%
100.0%
100.0%
100.0%
100.0%
100.0%
100.0%
100.0%
100.0%
100.0%
100.0%
100.0%
100.0%
N/A
Ordinary D
Ordinary A
Ordinary
Ordinary
Common
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary and A
ordinary non
voting
Ordinary
100.0%
USA
Ordinary
100.0%
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
100.0%
100.0%
100.0%
100.0%
100.0%
100.0%
100.0%
USA
Common
100.0%
Abu Dhabi
Ordinary
100.0%
Canada
UK
Qatar
Ordinary
Ordinary
Ordinary
100.0%
100.0%
100.0%
UK
UK
Ireland
UK
USA
UK
UK
UK
UK
UK
Ireland
UK
UK
UK
UK
UK
UK
UK
UK
UK
China
Dailymail.com Australia Pty Ltd
Level 12, 207 Kent Street, Sydney, NSW 2000, Australia
Australia
Financial Statements
Financial Statements
Notes to the accounts
DMG Events (MEA) Ltd (in liq'n)
DMG Events (PNG) Ltd
31st Floor, 40 Bank Street, London E14 5NR
Level 3, Pacific Mmi Building, Port Moresby, National
Capital District, Papua New Guinea
UK
Papua New Guinea
DMG Events (UK) Ltd
Northcliffe House, 2 Derry Street, London W8 5TT
DMG Events (USA), Inc.
DMG Events Asia Pacific Pte Ltd
DMG Events Egypt Ltd
DMG Events India Private Ltd
DMG Events International Ltd
DMG Events, LLC
DMG Events, LLC
Corporation Service Company, 251 Little Falls Drive,
Wilmington, DE 19808, United States
8 Marina Boulevard #05‐02, Marina Bay Financial
Centre, 018981, Singapore
Office 1, Mezzanine Floor, Hall 2, Egypt International
Exhibition Centre, Elmoushir Tantawy Axis,New Cairo,
Egypt
Level 4, Dynasty A Wing, Andheri Kurla Road, Mumbai,
400059, Maharashtra, India
Northcliffe House, 2 Derry Street, London W8 5TT
Oasis Centre, Office # 57, 3rd Floor, Plot # 354‐378, Al
Quoz 1, SZ Road, Dubai
Office 408, Salama Tower, Al Madinah, Al Munawarah
Road, As Salamah District, PO Box 3650, Jeddah, Saudi
Arabia
DMG Exhibition Management Services
(PTY) Ltd
76 Eleventh Street, Parkmore, Johannesburg, 2196,
South Africa
DMG Information Hong Kong Company
Ltd
14th Floor, One Taikoo Place, 979 King's Rd, Quarry
Bay, Hong Kong
DMG Information Ltd
DMG Media Ltd
DMG Nigeria Events Limited
Northcliffe House, 2 Derry Street, London W8 5TT
Northcliffe House, 2 Derry Street, London W8 5TT
Plot E, Ikosi Road, Oregun Industrial Estate, Ikeja, Lagos,
Nigeria
DMG World Media Abu Dhabi Ltd (i)
DMG World Media Dubai (2006) Ltd (i)
DMGB Ltd*
DMGI Land & Property Europe Ltd
DMGK Ltd
DMGT US Employee Services, Inc.
DMGV Ltd
DMGZ Ltd
15 Esplanade, St Helier, JE1 1RB, Jersey, Channel
Islands
15 Esplanade, St Helier, JE1 1RB, Jersey, Channel
Islands
Northcliffe House, 2 Derry Street, London W8 5TT
5‐7 Abbey Court, Eagle Way, Sowton, Exeter, Devon
EX2 7HY
Northcliffe House, 2 Derry Street, London W8 5TT
Corporation Service Company, 251 Little Falls Drive,
Wilmington, DE 19808, United States
Northcliffe House, 2 Derry Street, London W8 5TT
Northcliffe House, 2 Derry Street, London W8 5TT
Entale Media Ltd
Northcliffe House, 2 Derry Street, London W8 5TT
Estate Technical Solutions Ltd
Hillgate Financial Services Ltd
Hillgate Investment Trading Ltd
Kingston Midco 1 Ltd (in liq'n)
Kingston Midco 2 Ltd (in liq'n)
Landmark Analytics Ltd
5‐7 Abbey Court, Eagle Way, Sowton, Exeter, Devon
EX2 7HY
Meridian House, Wheatfield Way, Hinckley,
Leicestershire LE10 1YG
Meridian House, Wheatfield Way, Hinckley,
Leicestershire LE10 1YG
Begbies Traynor (London) LLP, 31st Floor, 40 Bank
Street, London E14 5NR
Begbies Traynor (London) LLP, 31st Floor, 40 Bank
Street, London E14 5NR
5‐7 Abbey Court, Eagle Way, Sowton, Exeter, Devon
EX2 7HY
131
Ordinary
Ordinary
Ordinary
Common
100.0%
100.0%
100.0%
100.0%
UK
USA
Singapore
Ordinary
100.0%
Egypt
Ordinary
100.0%
India
UK
Dubai
Ordinary
Ordinary
Ordinary
100.0%
100.0%
100.0%
Saudi Arabia
Ordinary
100.0%
South Africa
Ordinary
100.0%
Hong Kong
UK
UK
Nigeria
Ordinary
Ordinary
Ordinary
Ordinary
100.0%
100.0%
100.0%
68.0%
Jersey
Ordinary
100.0%
Jersey
UK
UK
UK
Ordinary
Ordinary
Ordinary
Preference
USA
Common
Ordinary
Ordinary
Ordinary,
Preference
100.0%
100.0%
100.0%
75.0%
100.0%
100.0%
100.0%
100.0%
Ordinary A
100.0%
Ordinary
100.0%
Ordinary
100.0%
Ordinary
100.0%
Ordinary
100.0%
Ordinary
100.0%
UK
UK
UK
UK
UK
UK
UK
UK
UK
Daily Mail and General Trust plc Annual Report 2023
Landmark Information Group Ltd
Landmark Optimus Ltd
Landmark Valuation Services Ltd
Mail Finance Services Ltd
Mail Force Charity CIO*
Mail Media, Inc.
5‐7 Abbey Court, Eagle Way, Sowton, Exeter, Devon
EX2 7HY
5‐7 Abbey Court, Eagle Way, Sowton, Exeter, Devon
EX2 7HY
5‐7 Abbey Court, Eagle Way, Sowton, Exeter, Devon
EX2 7HY
Northcliffe House, 2 Derry Street, London W8 5TT
Northcliffe House, 2 Derry Street, London W8 5TT
Corporation Service Company, 251 Little Falls Drive,
Wilmington, DE 19808, United States
MailLife Financial Services Ltd
Northcliffe House, 2 Derry Street, London W8 5TT
Millar & Bryce Ltd
Nalac Ltd
10th Floor 133 Finnieston Street, Glasgow, G3 8HB
Scotland
30 Morehampton Road, Dublin 4 D04 YN81, Ireland
Ireland
New Scientist Group Ltd (in liq'n)
Begbies Traynor (London) LLP, 31st Floor, 40 Bank
Street, London E14 5NR
New Scientist Ltd
New Scientist, Inc.
Northcliffe House, 2 Derry Street, London W8 5TT
Corporation Service Company, 251 Little Falls Drive,
Wilmington, DE 19808, United States
Northcliffe Media Ltd
Northcliffe House, 2 Derry Street, London W8 5TT
Ochresoft Technologies Ltd
OneSearch Direct Ltd
Ralph US Holdings
Scout Financial Services Ltd
SearchFlow Ltd
Springthorpe Drake, Inc.
5‐7 Abbey Court, Eagle Way, Sowton, Exeter, Devon
EX2 7HY
6th Floor, Skypark Sp1, 8 Elliot Place, Glasgow G3 8EP
Northcliffe House, 2 Derry Street, London W8 5TT
Meridian House, Wheatfield Way, Hinckley,
Leicestershire LE10 1YG
5‐7 Abbey Court, Eagle Way, Sowton, Exeter, Devon
EX2 7HY
Corporation Service Company, 251 Little Falls Drive,
Wilmington, DE 19808, United States
The Mail on Sunday Ltd
Northcliffe House, 2 Derry Street, London W8 5TT
Trepp UK Ltd
Trepp, Inc.
Xceligent Inc (in liq'n)
Yopa Estate Agents Ltd
Yopa Investments Ltd
Yopa Lettings Ltd
Yopa Property Ltd
Yopa Property Sales Ltd
Northcliffe House, 2 Derry Street, London W8 5TT
Corporation Service Company, 251 Little Falls Drive,
Wilmington, DE 19808, United States
Corporation Service Company, 251 Little Falls Drive,
Wilmington, DE 19808, United States
Meridian House, Wheatfield Way, Hinckley,
Leicestershire LE10 1YG
Meridian House, Wheatfield Way, Hinckley,
Leicestershire LE10 1YG
Meridian House, Wheatfield Way, Hinckley,
Leicestershire LE10 1YG
Meridian House, Wheatfield Way, Hinckley,
Leicestershire LE10 1YG
Meridian House, Wheatfield Way, Hinckley,
Leicestershire LE10 1YG
Young Street Holdings Ltd
Northcliffe House, 2 Derry Street, London W8 5TT
132
UK
UK
USA
UK
UK
UK
UK
UK
UK
USA
UK
UK
USA
USA
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
USA
UK
UK
Ordinary, Ordinary
A, Redeemable
Preference
100.0%
Ordinary A
100.0%
Ordinary
Ordinary
‐
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary, A1
Ordinary, A2
Ordinary, B1
Ordinary, B2
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
Ordinary
100.0%
100.0%
100.0%
100.0%
100.0%
100.0%
100.0%
100.0%
100.0%
100.0%
100.0%
100.0%
100.0%
100.0%
74.0%
Ordinary
100.0%
Ordinary
Ordinary
Ordinary
Ordinary
Common, Series A
preferred
Ordinary
Ordinary
Ordinary
Preference,
Ordinary E, F, I, S, L
Ordinary
Ordinary
100.0%
100.0%
100.0%
100.0%
86.8%
74.0%
74.0%
74.0%
74.0%
74.0%
100.0%
Financial Statements
Financial Statements
Notes to the accounts
All subsidiaries are included in the consolidated financial statements of the Group.
*
DMGT.
Direct investment held by the parent Company Daily Mail and General Trust plc (DMGT). All other subsidiaries are held indirectly through subsidiaries of
(i)
Principal place of business in the UAE.
Joint Venture name
Address of principal place of business
Decision First Ltd
Northprint Manchester Ltd
PointX Ltd
DMG & KAOUN FZCo
Cardinal House, 9 Manor Road, Leeds, West Yorkshire,
LS11 9AH
PO Box 68164, Kings Place, 90 York Way, London N1P 2
AP
5‐7 Abbey Court, Eagle Way, Sowton, Exeter, Devon
EX2 7HY
HD123, 25TH Floor, Sheik Rashid Tower, Dubai World
Trade Centre, Dubai, United Arab Emirates
Classes of shares
held
Financial year
end
% capital
included in
consolidation
Ordinary B
31 December
Ordinary
30 September
Ordinary B
31 March
Ordinary
30 September
50.0%
50.0%
50.0%
50.0%
The Group has joint control over all of the joint ventures listed above, because key operating decisions require the unanimous consent of the Group and the other
investor(s).
Associate name
Address of principal place of business
Bloobloom Ltd
242 Acklam Road, Westbourne Studios Unit 209,
London W10 5JJ
Conveyancing Information Executive
Ltd
Alpha House, 4 Greek Street, Stockport, Cheshire SK3
8AB
Excalibur Holdco Ltd
Wowcher Limited, Dalston Works, 69 Dalston Lane,
London E8 2NG
Funcent DMG Information Technology
Hong Kong Company Ltd
Room 604, Kalok Building, 720 Nathan Road, Kowloon,
Hong Kong
Independent Television News Ltd
200 Grays Inn Road, London WC1X 8XZ
Kortext Ltd
Liases Foras Real Estate Rating and
Research Private Ltd
Propstack Services Private Ltd
26‐32 Oxford Road, Suite B, 6th Floor, Avalon House,
Bournemouth, Dorset, BH8 8EZ
S6, 2nd Floor, Pinnacle Business Park, Mahakali Cave
Road, Andheri East, Mumbai, 400093, India
India
HD‐004, WeWork Enam Sambhav, C ‐ 20, G Block Rd, G
Block BKC, Bandra Kurla Complex, Bandra East,
Mumbai City MH 400051, India
Quick Move Ltd
5 Barnfield Crescent, Exeter, Devon EX1 1QT
RLTO Ltd
What On Earth Magazines Ltd
Whereoware, LLC
Office 7, 35‐37 Ludgate Hill, London EC4M 7JN
The Black Barn Wickhurst Farm, Leigh, Tonbridge,
England, TN11 8PS
Corporation Service Company, 251 Little Falls Drive,
Wilmington, DE 19808, United States
Country of
incorporation or
registration
Classes of shares
held
% shareholding
UK
UK
UK
Preference
Limited by
Guarantee
B Ordinary
Hong Kong
Ordinary
UK
UK
India
India
UK
UK
UK
USA
Ordinary
Ordinary,
Preference
Equity, Series A
CCPS
Equity, Series A
CCPS
Ordinary,
Preference
Ordinary
Ordinary
Membership
Interests
20.3%
23.0%
23.9%
22.6%
20.0%
22.0%
30.5%
22.7%
35.1%
20.0%
45.0%
20.0%
133
Daily Mail and General Trust plc Annual Report 2023
Investment name
Address of principal place of business
Air Mail, LLC
BDG Media, Inc.
Believe in Science Ltd
Bricklane Technologies Ltd
Compstak, Inc.
Cue Ball Capital, LP
Registered Agent Solutions, 838 Walker Road, Suite 21‐
2, Dover, Kent, DE 19904, United States
315 Park Avenue South, 12th Floor, New York, NY
10010, United States
Finsgate, 5‐7 Cranwood Street, London EC1V 9EE
20 Baltic Street, London EC1Y 0UL
Corporation Service Company, 251 Little Falls Drive,
Wilmington, DE 19808, United States
The Corporation Trust Company, 1209 Orange Street,
Wilmington, DE 19801, United States
Emerging Media Ventures Ltd
Scale Space, 1st Foor, 58 Wood Lane, London W12 7RZ
Evening Standard Ltd
Alphabeta, 14‐18 Finsbury Square, London EC2A 1AH
Farewill Ltd
1st Floor, 27 Downham Road, London N1 5AA
Financial Network Analytics Ltd
Global Event Partners Ltd
GPNutrition Ltd
Hambro Perks Ltd
Honest Enterprises Ltd
IPSX Group Ltd
Kindred Concepts Ltd
L Lambert Holdings Ltd
Laundrapp Ltd (in liq'n)
LineVision, Inc.
Albert House, 256‐260 Old Street, London EC1V 9DD
Suite 1, 3rd Floor, 11‐12 St. James's Square, London
SW1Y 4LB
3rd Floor, 22 Station Road, Cambridge CB1 2JD
111 Buckingham Palace Road, London SW1W 0SR
3.18 Canterbury Court, 1‐3 Brixton Road, London SW9
6DE
Birchin Court, 20 Birchin Lane, London EC3V 9DU
One Advisory Limited, 201 Temple Chambers, 3‐7
Temple Avenue, London EC4Y 0DT
411‐413 Oxford Street, London W1C 2PE
2nd Floor 110 Cannon Street, London EC4N 6EU
444 Somerville Ave, Somerville, Massachusetts, MA
02413, United States
Country of
incorporation or
registration
Classes of shares
held
USA
Preference
USA
UK
UK
USA
Ordinary,
Preference
Preference
Preference
Common
USA
Partnership Units
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
Preference
Ordinary
Preference
Ordinary
Ordinary
Ordinary
Ordinary
Preference
Ordinary
Preference
Preference
Preference
USA
Series A1
Lindentor 226. V V GmbH
Charlottenstraße 4, Berlin, 10969, Germany
Germany
Preference
Media Investors 17, LLC
Napo Ltd
OceanSaver Ltd
PA Media Group Ltd
The Corporation Trust Company, 1209 Orange Street,
Wilmington, DE 19801, United States
2 Jubilee Place, London SW3 3TQ
3 Park Square East, Leeds LS1 2NE
The Point, 37 North Wharf Road, Paddington, London
W2 1AF
Papier Ltd
Third Floor, 20 Old Bailey, London EC4M 7AN
Pascal Metrics, Inc.
Pembroke Holdings, LLC
Plandek Ltd
Plum Fintech Ltd
Skymet Weather Services Private Ltd
Stem, Inc.
Corporation Service Company, 251 Little Falls Drive,
Wilmington, DE 19808, United States
485 West Putham Avenue, Greenwich, CT, 06830,
United States
United States
C/O Praxis, 1 Poultry, London EC2R 8EJ
2‐7 Clerkenwell Green, 2nd Floor, London EC1R 0DE
109, Kusal Bazar, Nehru Place, New Delhi, 110019,
India
100 California St, 14th Floor, San Francisco, CA 94111,
Unites States
Taboola.com Ltd
7 Totseret Haaretz St., Tel‐Aviv Israel
134
USA
Ordinary
UK
UK
UK
UK
Preference
Ordinary A
Ordinary
Ordinary, Series C
Preference
USA
Ordinary
USA
Membership
Interests
UK
Ordinary B
UK Series A Preference
India
USA
Israel
Equity, Series B
CCPS
Common
Ordinary
% shareholding
3.1%
3.4%
2.5%
9.3%
1.0%
2.5%
0.6%
5.0%
4.3%
4.5%
15.0%
13.9%
2.9%
5.1%
1.6%
1.2%
5.1%
1.7%
19.5%
0.1%
12.8%
1.2%
4.4%
18.4%
4.2%
4.4%
10.0%
1.6%
2.3%
15.9%
0.2%
0.3%
Financial Statements
Financial Statements
Notes to the accounts
Upstream Group, Inc.
Waterloo Sparkling Water Corp.
WellAware Holdings, Inc.
Workana, LLC
Zapkey Technologies Private Limited
National Registered Agents, Inc, 1209 Orange Street,
Wilmington, DE 19801, United States
2612 E Cesar Chavez St, Ste 200, Austin, TX, 78702‐
4704, United States
3424 Paesanos Parkway, Suite 200, San Antonio, Texas
78231, United States
120 East 56th Street, Suite 420, New York, NY 10022,
United States
B1 1401, Godrej Platinum, Pirojshanagar, Vikhroli East,
Mumbai, Maharashtra, 400079, India
USA
USA
USA
USA
Ordinary
Preference
Common
Ordinary
India
Equity, CCPS
Zilch Technology Ltd
123 Buckingham Palace Road, London SW1W 9SH
UK
Ordinary
3.6%
1.5%
3.4%
3.8%
5.0%
1.0%
135
Financial Statements
Financial Statements
Unaudited Five Year Financial Summary
Consolidated Income Statement
For the year ended 30 September
Revenue
Adjusted operating profit
Exceptional operating costs, impairment of internally generated and
acquired computer software, property, plant and equipment and
investment property, amortisation and impairment of acquired
intangible assets arising on business combinations and impairment of
goodwill
Operating (loss)/profit before share of results and impairment of
joint ventures and associates
Share of results and impairment of joint ventures and associates and
loans to associates
Total operating (loss)/profit
Other gains and losses
(Loss)/profit before investment revenue, net finance costs and tax
Investment revenue
Net finance income/(costs)
(Loss)/profit before tax
Tax
(Loss)/profit for the year after tax
Discontinued operations
Non‐controlling interests
Profit/(loss) for the year
Adjusted profit before tax and non‐controlling interests
Year ended
30 September
2019
£m
1,337.0
135.8
Year ended
30 September
2020
£m
870.2
48.7
Year ended
30 September
2021
£m
885.3
65.5
Year ended
30 September
2022
£m
974.0
58.8
Year ended
30 September
2023
£m
997.4
54.6
(41.2)
(40.9)
(61.6)
(100.5)
(105.3)
94.6
(28.1)
66.5
73.7
140.2
11.5
(17.4)
134.3
(20.4)
113.9
(22.6)
(0.4)
90.9
144.7
7.8
(10.7)
(2.9)
42.1
39.2
7.0
(12.5)
33.7
2.0
35.7
153.3
0.3
189.3
3.9
(9.8)
(5.9)
14.3
8.4
2.3
(13.1)
(2.4)
62.2
59.8
1,480.1
2.4
1,542.3
72.1
88.1
(41.7)
(45.3)
(87.0)
30.8
(56.2)
2.8
(6.7)
(60.1)
(85.6)
(145.7)
11.6
0.3
(133.8)
39.3
89.5
29.8
(50.7)
(19.4)
(70.1)
26.0
(44.1)
2.7
28.8
(12.6)
4.4
(8.2)
12.5
1.8
6.1
40.7
83.7
35.0
Earnings before interest, taxation, depreciation and amortisation
(EBITDA)
205.6
142.5
154.0
Adjusted profit after taxation and non‐controlling interests
114.5
59.4
71.3
136
Daily Mail and General Trust plc Annual Report 2023
Unaudited Five Year Financial Summary
Consolidated Cash Flow Statement
For the year ended 30 September
Net cash inflow/(outflow) from operating activities
Investing activities
Financing activities
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Exchange (loss)/gain on cash and cash equivalents
2019
£m
154.8
221.1
(533.3)
(157.4)
435.9
10.7
2020
£m
142.5
173.2
(114.1)
201.6
289.2
(10.9)
2021
£m
106.2
1,274.0
(102.1)
1,278.1
479.9
(12.8)
2022
£m
(376.5)
118.7
(1,464.1)
(1,721.9)
1,745.2
29.0
Cash and cash equivalents at end of year
289.2
479.9
1,745.2
52.3
Net increase/(decrease) in cash and cash equivalents
Cash inflow from change in debt and finance leases
Change in net debt from cash flows
Loan notes issued and loans arising from acquisitions
Other non‐cash items
Decrease/(increase) in net debt in the year
Net (debt)/cash at start of year
Net (debt)/cash at end of year
Consolidated Statement of Financial Position
At 30 September
Goodwill and intangible assets
Property, plant and equipment
Right of use assets
Other investments including joint ventures and associates
Other non‐current assets
Non‐current assets
Net current (liabilities)/assets
Non‐current liabilities
Net assets
Shareholders' equity
Called‐up share capital
Share premium account
Other reserves
Non‐controlling interests
Retained earnings
Total equity
Shareholder information
At 30 September
Dividend per share *
(157.4)
2.5
(154.9)
‐
4.1
(150.8)
232.7
81.9
2019
£m
321.1
74.4
‐
132.8
322.8
851.1
155.0
(231.8)
774.3
29.3
17.8
24.4
‐
702.8
774.3
201.6
32.3
233.9
‐
(130.9)
103.0
81.9
184.9
2020
£m
350.3
63.0
89.8
467.7
239.0
1,209.8
260.5
(324.1)
1,146.2
29.3
17.8
28.2
1.0
1,069.9
1,146.2
1,278.1
14.0
1,292.1
‐
28.1
1,320.2
184.9
1,505.1
2021
£m
301.1
55.4
34.7
876.9
452.0
1,720.1
1,615.4
(253.4)
3,082.1
29.3
17.8
(7.6)
(1.5)
3,044.1
3,082.1
(1,721.9)
27.0
(1,694.9)
‐
7.8
(1,687.1)
1,505.1
(182.0)
2022
£m
280.9
50.2
31.3
98.8
1,069.7
1,530.9
(108.3)
(422.1)
1,000.5
28.8
17.8
22.0
(2.0)
933.9
1,000.5
2019
23.90p
2020
24.10p
2021
24.90p
2022
659.65p
2023
£m
105.1
3.8
(85.8)
23.1
52.3
(4.5)
70.9
23.1
49.0
72.1
1.4
(5.3)
68.2
(182.0)
(113.8)
2023
£m
268.7
43.1
33.6
101.1
831.0
1,277.5
(118.7)
(300.4)
858.4
28.8
‐
6.2
(0.1)
823.5
858.4
2023
9.14p
*Represents the dividends declared by the Directors in respect of the above years excluding the Euromoney cash distributions and Euromoney dividend in specie.
137
Financial Statements
Financial Statements
Company Statement of Financial Position
At 30 September 2023
ASSETS
Non‐current assets
Fixtures, fittings and artwork
Shares in Group undertakings
Financial assets at fair value through Other Comprehensive Income
Trade and other receivables
Current assets
Trade and other receivables
Cash at bank and in hand
Deferred tax
Total assets
LIABILITIES
Creditors: amounts falling due within one year
Trade and other payables
Borrowings
Provisions
Creditors: amounts falling due after more than one year
Borrowings
Derivative financial liabilities
Provisions
Total liabilities
Net assets
CAPITAL AND RESERVES
Called‐up share capital
Share premium account
Share capital
Capital redemption reserve
Profit and loss account
Equity shareholders' funds
At 30 September
2023
£m
At 30
September 2022
£m
Note
7
8
9
10
10
11
12
13
13
15
14
14
15
16
17
18
1.4
1,337.7
1.1
8.7
1,348.9
35.4
22.6
1.4
59.4
1.2
1,350.2
3.6
11.9
1,366.9
114.5
25.1
1.6
141.2
1,408.3
1,508.1
(40.9)
(0.5)
(7.0)
(48.4)
(145.5)
(12.7)
(9.6)
(167.8)
(216.2)
(23.2)
(0.4)
(34.5)
(58.1)
(194.6)
(19.5)
‐
(214.1)
(272.2)
1,192.1
1,235.9
28.8
‐
28.8
‐
1,163.3
28.8
17.8
46.6
21.7
1,167.6
1,192.1
1,235.9
The Company has elected to take the exemption under Section 408 of the Companies Act 2006 from presenting the parent company income statement. The loss for
the Company for the year was £22.1 million (2022 £400.6 million).
The financial statements on pages 138 to 148 were approved by the Directors and authorised for issue on 28 November 2023. They were signed on their behalf by:
The Viscount Rothermere
Director
138
Daily Mail and General Trust plc Annual Report 2023
Company Statement of Changes in Equity
Called‐up
share
capital
Share
premium
account
Capital
redemption
reserve
Reserve for own
shares
Profit and loss
account
For the year ended 30 September 2023
At 1 October 2021
Loss for the year
Fair value movement of financial assets at fair
value through Other Comprehensive Income
Total comprehensive loss for the year
Cancellation of A Ordinary Non‐Voting shares
Dividends paid
Cazoo dividend in specie
Credit to equity for share‐based payments
Deferred tax on share‐based payments
Settlement of exercised share options
Own shares released on vesting of share options
At 30 September 2022
Loss for the year
Fair value movement of financial assets at fair
value through Other Comprehensive Income
Total comprehensive loss for the year
Dividends
Capital reduction
At 30 September 2023
£m
3,767.1
(400.6)
(713.8)
Total
£m
3,799.9
(400.6)
(713.8)
(1,114.4)
(1,114.4)
(28.9)
(1,356.4)
(109.8)
51.5
(4.4)
(40.0)
2.9
1,167.6
(22.1)
(2.5)
(24.6)
(19.2)
39.5
1,163.3
‐
(1,356.4)
(109.8)
51.5
(4.4)
(40.0)
9.5
1,235.9
(22.1)
(2.5)
(24.6)
(19.2)
‐
1,192.1
£m
29.3
‐
‐
‐
(0.5)
‐
‐
‐
‐
‐
‐
28.8
‐
‐
‐
‐
‐
28.8
£m
17.8
‐
‐
‐
‐
‐
‐
‐
‐
‐
‐
17.8
‐
‐
‐
‐
(17.8)
‐
£m
21.2
‐
‐
‐
0.5
‐
‐
‐
‐
‐
‐
21.7
‐
‐
‐
‐
(21.7)
‐
£m
(35.5)
‐
‐
‐
28.9
‐
‐
‐
‐
‐
6.6
‐
‐
‐
‐
‐
‐
‐
139
Financial Statements
Notes to the Company Statement
of Financial Position
1 Basis of preparation
Daily Mail and General Trust plc (DMGT) is an unlisted public limited company incorporated and domiciled in the United Kingdom. The address of the registered office is
Northcliffe House, 2 Derry Street, London, W8 5TT, England.
The financial statements of DMGT have been prepared in accordance with Financial Reporting Standard 101, ‘Reduced Disclosure Framework’ (FRS 101). The financial
statements have been prepared under the historical cost convention or historic cost modified by revaluation of financial assets and financial liabilities held at fair value
through profit and loss, and in accordance with the Companies Act 2006 and on a going concern basis. The preparation of financial statements in conformity with FRS
101 requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company’s accounting
policies. See Note 2 for further detail.
All amounts presented have been rounded to the nearest £0.1 million, unless otherwise stated.
Loss for the financial year
As permitted by Section 408 of the Companies Act 2006, a separate profit and loss account for the Company has not been included in these accounts. The Company’s
loss after tax for the year was £22.1 million (2022 £400.6 million). This includes dividends receivable from subsidiary undertakings amounting to £nil (2022 £1,275.4
million).
Impact of amendments to accounting standards
The Company has applied the exemption available under FRS 101 in relation to paragraphs 30 and 31 of IAS 8, Accounting policies, changes in accounting estimates and
errors (requirement for the disclosure of information when an entity has not applied a new IFRS that has been issued and is not yet effective).
2 Significant accounting policies
The significant accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years
presented, unless otherwise stated.
Foreign exchange
Transactions in currencies other than the Company's reporting currency are recorded at the exchange rate prevailing on the date of the transaction. At each reporting
date, monetary items denominated in foreign currencies are retranslated at the rates prevailing on the reporting date. Non‐monetary items carried at fair value that are
denominated in foreign currencies are retranslated at the rate prevailing on the date when fair value was determined. Non‐monetary items that are measured in terms
of historical cost in a foreign currency are not retranslated. Exchange differences arising on the settlement of monetary items, and on the retranslation of monetary items,
are included in the profit and loss account for the year.
Investments in subsidiary undertakings
Investments in subsidiary undertakings are held at cost less any provision for impairment.
Financial assets at fair value through Other Comprehensive Income
Financial assets are recognised and derecognised on a trade date where a purchase or sale of an investment is under a contract whose terms require delivery of the
investment within the time frame established by the market concerned, and are measured at fair value, including transaction costs.
As permitted by IFRS 9, the Group classifies its equity investments at Fair Value through Other Comprehensive Income. All fair value movements are recorded in Other
Comprehensive Income and gains and losses are not recycled to the Income Statement on disposal.
Dividend income from Financial assets held at fair value through Other Comprehensive Income is recorded in the Income Statement.
Unlisted equity investments are valued using a variety of approaches including comparable company valuation multiples and discounted cash flow techniques. In
extremely limited circumstances, where insufficient recent information is available to measure fair value or when there is a wide range of possible fair value
measurements, cost is used since this represents the best estimate of fair value in the range of possible valuations.
The fair value of listed equity investments is determined based on quoted market prices.
Taxation
Current tax, including UK corporation tax and foreign tax, is provided at amounts expected to be paid (or recovered) using the tax rates and laws that have been enacted
or substantively enacted by the reporting date. Deferred tax is provided in full on timing differences that result in an obligation at the reporting date to pay more tax, or
a right to pay less tax, at a future date, at rates expected to apply when they crystallise based on current tax rates and law. Timing differences arise from the inclusion of
items of income and expenditure in taxation computations in periods different from those in which they are included in financial statements. Deferred tax is not provided
on timing differences arising from the revaluation of fixed assets where there is no commitment to sell the asset, or on unremitted earnings of subsidiaries and associates
140
Daily Mail and General Trust plc Annual Report 2023
where there is no commitment to remit these earnings. Deferred tax assets are recognised to the extent that it is regarded as more likely than not that they will be
recovered. Deferred tax is not discounted.
Financial instruments disclosures
Financial assets
Trade and other receivables
Trade receivables do not carry any interest and are stated at their nominal value as reduced by appropriate allowances for estimated irrecoverable amounts. The majority
of other receivables relate to amounts owed by subsidiary undertakings. Further information concerning interest charged on these receivables is set out in Note 10.
Cash and cash equivalents
Cash and cash equivalents comprise cash in hand, short‐term deposits and other short‐term highly liquid investments that are readily convertible to a known amount of
cash and are subject to an insignificant risk of changes in value.
Financial liabilities and equity instruments
Financial liabilities and equity instruments issued by the Company 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 Company after deducting all of its liabilities.
Trade and other payables
Trade payables are non‐interest bearing and are stated at their nominal value.
Capital market and bank borrowings
Interest bearing loans and overdrafts are initially measured at fair value (which is equal to net proceeds at inception), and are subsequently measured at amortised cost,
using the effective interest rate method. A portion of the Company's bonds are subject to fair value hedge accounting and this portion of the carrying value is adjusted
for the movement in the hedged risk to the extent hedge effectiveness is achieved. Any difference between the proceeds, net of transaction costs and the settlement or
redemption of borrowings is recognised over the term of the borrowing.
Equity instruments
Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.
Financial assets and liabilities are offset and the net amount reported in the statement of financial position when there is a legally enforceable right to settle on a net
basis, or realise the asset and liability simultaneously.
Derivative financial instruments and hedge accounting
The Company's activities expose it to the financial risks of changes in foreign exchange rates and interest rates. The Company uses various derivative financial instruments
to manage its exposure to these risks.
The use of financial derivatives is set out in Note 32 of the Group's Annual Report. The Company does not use derivative financial instruments for speculative purposes.
The Company does not apply hedge accounting except for fair value hedges. Gains and losses arising on derivatives that form part of net investment hedge or cash flow
hedge relationships in the consolidated financial statements are recorded in the profit and loss account in the Company.
Financial instruments – disclosures
The Company has taken advantage of the exemption provided in IFRS 7, Financial Instruments: Disclosures and included disclosures relating to financial instruments in
Note 32 of the Group's Annual Report.
Cash flow statement
The Company has utilised the exemptions provided under IAS 7, Statement of Cash Flows and has not presented a cash flow statement. A consolidated cash flow
statement has been presented in the Group's Annual Report.
Related party transactions
The Company has taken advantage of the exemptions of IAS 24, Related Party Disclosures and included disclosures relating to related parties in Note 42 of the Group's
Annual Report.
Share‐based payments
The Company operates the Group’s LTIP schemes, details of which can be found in Note 40 of the Group’s Annual Report.
141
Financial Statements
Notes to the Company Statement
of Financial Position
Retirement benefits
The defined benefit pension schemes’ surpluses/deficits have been allocated to Group companies on a buy‐out basis – that is of an estimate of the liabilities and assets
of the defined benefit schemes as at 30 September 2023. Accordingly the Company has not recorded an asset or liability in relation to the Group's defined benefit scheme.
Further information can be found in Note 33 of the Group’s Annual Report.
Provisions
Provisions are recognised when the Company has a present obligation, legal or constructive, as a result of a past event, and it is probable that the Company will be
required to settle that obligation. Provisions are measured at the Directors' best estimate of the expenditure required to settle the obligation at the period end date and
are discounted to present value where the effect is material.
Critical accounting judgements and key sources of estimation uncertainty
The following represents the key source of estimation uncertainty that has the most significant effect on the amounts recognised in the financial statements:
Impairment
Impairment reviews are performed when there is an indicator that the carrying value of the shares in Group undertakings could exceed their recoverable values based
on their value in use or fair value less costs to sell. Value in use is calculated by discounting future expected cash flows. These calculations use cash flow projections based
on Board‐approved budgets and forecasts which reflect management's current experience and future expectations of the markets in which the Group undertaking
operates.
Risk adjusted pre‐tax discount rates used by the Company in its impairment tests range from 10.9% to 38.9% (2022 12.1% to 25.9%), derived from a weighted average
cost of capital adjusted for the geographies in which each cash generating unit (CGU) operates and risks specific to that CGU. The cash flow projections consist of a Board‐
approved budget for the following year, outlooks for the proceeding four years with nominal long‐term growth rates beyond these periods. The nominal long‐term
(decline)/growth rates range from ‐3.0% to 5.0% (2022 ‐3.0% to 6.9%) and vary with management's view of the CGU's market position, maturity of the relevant market
and do not exceed the long‐term average growth rate for the industry in which the CGU operates.
The carrying value of the investment in Group undertakings is £1,337.7 million (2022 £1,350.2 million).
Using the criteria above the Company has provided a sensitivity analysis of the key assumptions used to support the carrying value of its investments in Group
undertakings.
If the growth rate assumptions above were reduced by 1.0% this would decrease the headroom by £110.1 million. If the growth rate assumptions above were increased
by 1.0% this would increase the headroom by £138.0 million.
If the discount rate assumptions above were reduced by 1.0% this would increase the headroom by £135.5 million. If the discount rate assumptions above were increased
by 1.0% this would decrease the headroom by £114.2 million.
Legal claim provision
DMGT and certain of its subsidiaries are involved in various lawsuits and claims which arise in the course of business. The Group records a provision for these matters
when it is probable that a liability will be incurred and the amount of the loss can be reasonably estimated.
The amounts accrued for legal contingencies often result from complex judgements about future events and uncertainties that rely heavily on estimates and assumptions.
As disclosed in Note 18 Discontinued operations of the Group’s Annual Report, Genscape has been involved in a dispute with the US Environmental Protection Agency
(EPA) since 2016. In 2017 Genscape voluntarily paid a 2.0% liability cap associated with invalid Renewable Identification Numbers (RINs) at a cost of US$1.3 million, based
on the then‐prevailing market rates, subject to a reservation of rights. However, during 2019 the EPA ordered Genscape to replace 69.2 million additional RINs it had
verified.
During the prior year agreement was reached with the EPA whereby DMGT plc, without admitting any wrongdoing, agreed to replace and cancel 24.0 million RINs over
a four‐year period. Accordingly, during the current year, the Group acquired and cancelled 6.0 million RINs for US$9.5 million (£7.6 million) and contracted to acquire the
remaining 18.0 million RINs for US$20.3 million (£16.6 million) resulting in a provision release of £12.5 million. Consistent with previous periods this release is shown as
an exceptional operating item within discontinued operations.
3 Auditor's remuneration
Statutory audit fees relating to the Company amounted to £0.7 million (2022 £0.8 million).
142
Daily Mail and General Trust plc Annual Report 2023
4 Employees
Average number of persons employed by the Company:
Administration
Directors
Total staff costs comprised:
Wages and salaries
Share‐based payments
Social security costs
The remuneration of the Directors of the Company during the year are disclosed in Note 6 of the Group's Annual Report.
5 Tax
There was a current tax credit for the year of £nil (2022 £2.1 million).
6 Dividends
Details of the Company's dividends can be found within Note 12 of the Group's Annual Report.
7 Fixtures, fittings and artwork
Cost
At 1 October 2021
Additions
At 30 September 2022
Additions
At 30 September 2023
Accumulated depreciation
At 1 October 2021, 30 September 2022 and 30 September 2023
Net book value ‐ 2021
Net book value ‐ 2022
Net book value ‐ 2023
Year ended 30
September 2023
Number
Year ended 30
September 2022
Number
8
2
10
7
3
10
Year ended 30
September 2023
£m
Year ended 30
September 2022
£m
10.9
–
1.9
12.8
16.3
43.2
3.1
62.6
£m
0.9
1.2
2.1
0.2
2.3
(0.9)
–
1.2
1.4
143
Financial Statements
Notes to the Company Statement
of Financial Position
8 Shares in Group undertakings (listed on pages 130 to 132)
At 1 October 2021
Additions
Impairment
At 30 September 2022
Impairment
At 30 September 2023
Analysis of movements in the year:
Daily Mail and General Holdings Ltd
DMGB Ltd
Note
(i)
Cost
£m
3,691.4
8.4
–
3,699.8
–
3,699.8
Provision
£m
(777.0)
–
(1,572.6)
(2,349.6)
(12.5)
(2,362.1)
Net book value
£m
2,914.4
8.4
(1,572.6)
1,350.2
(12.5)
1,337.7
Cost
£m
–
–
–
(Provision)/write
back
£m
19.8
(32.3)
(12.5)
Total
£m
19.8
(32.3)
(12.5)
£m
–
827.2
(109.8)
(713.8)
3.6
(2.5)
1.1
(i)
The impairment charge arose as a result of dividends paid by subsidiaries together with value in use reductions during the prior year.
9 Financial assets at fair value through Other Comprehensive Income
At 1 October 2021
Additions
Cazoo dividend in specie
Fair value movement
At 30 September 2022
Fair value movement
At 30 September 2023
Note
(i)
(i)
(i)
The additions during the prior year relate to the Company’s investments in Stem, Inc. and Cazoo Group Ltd (Cazoo). Cazoo was distributed as dividend in specie
from Daily Mail and General Holdings Ltd, a subsidiary undertaking. The investment in Cazoo was later distributed as dividend in specie to the Company’s
shareholders.
Details of the Company's financial assets at fair value through Other Comprehensive Income are included in Note 24 of the Group’s Annual Report and the financial
instruments disclosures are set out in Note 32 of the Group's Annual Report.
10 Trade and other receivables
Amounts falling due after more than one year
Derivative financial assets
Amounts falling due within one year
Amounts owed by Group undertakings
Other financial assets
Prepayments and accrued income
Other receivables
Note
(i)
Note
(ii)
At 30
September 2023
£m
At 30
September 2022
£m
8.7
11.9
At 30
September 2023
£m
At 30
September 2022
£m
33.2
1.9
–
0.3
35.4
108.2
5.1
0.6
0.6
114.5
144
Daily Mail and General Trust plc Annual Report 2023
(i)
(ii)
Details of the Company's derivative financial assets are set out in Note 32 of the Group's Annual Report.
The Company deposits collateral with its bank counterparties with whom it has entered into a credit support annex to an ISDA (International Swaps and Derivatives
Association) Master Agreement. This represents cash that cannot be readily used in operations.
11 Cash at bank and in hand
Cash at bank and in hand
12 Deferred tax
Movements on the deferred tax asset were as follows:
At start of year
Share‐based payments
Tax charge for the year
At end of year
At 30
September 2023
£m
22.6
At 30
September 2022
£m
25.1
At 30
September 2023
£m
1.6
–
(0.2)
1.4
At 30
September 2022
£m
12.2
(4.4)
(6.2)
1.6
In the opinion of the Directors, it is more likely than not that the Company will be able to recover the deferred tax asset against suitable future taxable profits generated
by its subsidiary undertakings.
13 Creditors: amounts falling due within one year
Bank overdrafts
Interest payable
Amounts owing to Group undertakings
Accruals and deferred income
Other payables
Note
(i)
At 30
September 2023
£m
0.5
2.7
25.9
12.2
0.1
41.4
At 30
September 2022
£m
0.4
3.6
6.3
13.2
0.1
23.6
(i)
Amounts owing to Group undertakings are repayable on demand and bear interest of UK bank base rate plus 0.5%.
14 Creditors: amounts falling due after more than one year
6.375 % Bonds 2027
Derivative financial liabilities
The nominal values of the bonds are as follows:
6.375 % Bonds 2027
Note
(i)
At 30
September 2023
£m
145.5
12.7
158.2
At 30
September 2022
£m
194.6
19.5
214.1
At 30
September 2023
£m
149.8
At 30
September 2022
£m
200.0
Note
(ii)
(i)
Details of the Company's derivative financial liabilities are set out in Note 32 of the Group's Annual Report.
The Company used interest rate swaps designated as hedges of a proportion of the change in fair value of the Company’s bonds. Following termination of the
last remaining interest rate swap on 21 June 2022, the residual bond fair value adjustment of £4.9 million is required to be amortised over the period to 21
June 2027 being the maturity of the bond. Amortisation charged in the year amounts to £0.8 million leaving an unamortised residual fair value adjustment of
£3.8 million.
145
Financial Statements
Notes to the Company Statement
of Financial Position
(ii)
During the year, the Company bought back and cancelled £50.2 million nominal of its outstanding £200.0 million 2027 bonds for cash consideration of £46.8
million.
The Company's bonds have been adjusted from their nominal values to take account of direct issue costs, discounts and movements in hedged risks. The issue
costs and discount are being amortised over the expected lives of the bonds using the effective interest method. The unamortised issue costs amount to £0.2
million (2022 £0.3 million) and the unamortised discount amounts to £0.3 million (2022 £0.5 million).
Details of the fair value of the Company's bonds are set out in Note 31 of the Group's Annual Report.
The bonds are subject to fair value hedging using derivatives as set out in Note 32 of the Group's Annual Report. Consequently, their carrying value is also
adjusted to take into account the effects of this hedging activity.
The book value of the Company's other borrowings equates to fair value.
The maturity profile of the Company's borrowings is as follows:
Year ended 30 September 2023
Within one year
Between two and five years
Year ended 30 September 2022
Within one year
Between two and five years
15 Provisions
Current
Other provisions
Non‐current
Other provisions
Movements on other provisions were as follows:
At start of year
(Released)/charged during year
Utilised
At end of year
Overdrafts
£m
0.5
–
0.5
0.4
–
0.4
Bonds
£m
–
145.5
145.5
–
194.6
194.6
Note
(i)
(i)
Owed to group
undertakings
£m
25.9
–
25.9
6.3
–
6.3
Total
£m
26.4
145.5
171.9
6.7
194.6
201.3
At 30
September 2023
£m
At 30
September 2022
£m
7.0
9.6
16.6
34.5
(12.8)
(5.1)
16.6
34.5
–
34.5
23.1
11.4
‐
34.5
(i)
The provision above relates to the EPA claim against the Group’s Energy Information segment (Genscape). Following the sale of Genscape to Verisk during 2019,
DMGT plc remained responsible for any costs, claims or awards and all settlement negotiations with the EPA. See Note 18 of the Group’s Annual report for further
details.
146
16 Capital and Reserves
Share premium account:
At start of year
Capital reduction
At end of year
Daily Mail and General Trust plc Annual Report 2023
Note
(i)
At 30 September
2023
£m
17.8
(17.8)
–
At 30
September 2022
£m
17.8
–
17.8
(i)
During the period the Company obtained Court approval to reduce its share premium and capital redemption reserve. These balances were
transferred to the Company’s retained earnings.
Reserve for own shares:
At start of year
Own shares released on vesting of share options
Own shares cancelled
At end of year
At 30 September
2023
£m
–
–
–
–
At 30 September
2022
£m
(35.5)
6.6
28.9
–
The Company's investment in its own shares represented shares held in treasury and shares held by an employee benefit trust to satisfy incentive schemes. At 30
September 2023, this investment comprised the cost of nil A Ordinary Non‐Voting Shares (2022 nil shares) held in treasury and nil A Ordinary Non‐Voting Shares (2022
nil shares) held in the employee benefit trust. The market value of the Treasury Shares at 30 September 2023 was £nil (2022 £nil) and the market value of the shares held
in the employee benefit trust at 30 September 2023 was £nil (2022 £nil).
The employee benefit trust was independently managed and purchased shares in order to satisfy outstanding share options and potential awards under equity‐settled
long‐term incentive plans.
The Reserve for own shares was considered to be a realised loss for the purposes of calculating distributable reserves.
17 Capital redemption reserve
At start of year
On cancellation of A Ordinary Non‐Voting Shares
Capital reduction
At end of year
Note
(i)
At 30
September 2023
£m
21.7
–
(21.7)
At 30
September 2022
£m
21.2
0.5
–
–
21.7
(i)
During the period the Company obtained Court approval to reduce its share premium and capital redemption reserve. These balances were
transferred to the Company’s retained earnings.
147
Financial Statements
Notes to the Company Statement
of Financial Position
18 Profit and loss account
At start of year
Net loss for the year
Dividends
Cazoo dividend in specie
Fair value movement of financial assets at fair value through Other Comprehensive Income
On cancellation of A Ordinary Non‐Voting Shares
Other movements on share option schemes
Transfer from share premium and capital redemption reserve
At end of year
Total reserves
Note
(i)
At 30
September 2023
£m
1,167.6
(22.1)
(19.2)
–
(2.5)
–
–
39.5
At 30
September 2022
£m
3,767.1
(400.6)
(1,356.4)
(109.8)
(713.8)
(28.9)
10.0
–
1,163.3
1,167.6
1,163.3
1,207.1
(i)
During the period the Company obtained Court approval to reduce its share premium and capital redemption reserve. These balances were transferred
to the Company’s retained earnings.
The Directors estimate that £59.5 million of the Company's profit and loss account reserve is not distributable (2022 £113.4 million).
19 Contingent liabilities and guarantees
At 30 September 2023 the Company had guaranteed subsidiaries' outstanding derivatives which had a mark to market liability valuation of £nil (2022 £nil) and letters of
credit with a principal value of £1.9 million (2022 £2.0 million).
20 Ultimate holding company
The Company’s immediate parent company is Rothermere Continuation Limited (RCL), a company incorporated in Jersey, in the Channel Islands.
Ultimate controlling party
Rothermere Continuation Limited (RCL) is a holding company incorporated in Jersey, in the Channel Islands. The main asset of RCL is its controlling shareholding in
DMGT, being its 100% holding of DMGT’s issued Ordinary Shares and DMGT’s issued A Ordinary Non‐Voting Shares. RCL is controlled by a discretionary trust (the Trust)
which is held for the benefit of Viscount Rothermere and his immediate family. The Trust is the ultimate controlling party of the Company. Both RCL and the Trust are
administered in Jersey. RCL and its directors, and the Trust are related parties of the Company.
21 Post balance sheet events
Details of the Company's post balance sheet events can be found within Note 43 of the Group's Annual Report.
148