Future PLC — Capital/Financing Update 2016

Oct 18, 2016

This document comprises a prospectus relating to Future plc ("Future" or the "Company") and has been prepared in accordance with the Prospectus Rules of the Financial Conduct Authority ("FCA") made pursuant to Part VI of the Financial Services and Markets Act 2000, as amended ("FSMA"). A copy of this document has been filed with the FCA and made available to the public as required by Rule 3.2.1 of the Prospectus Rules. This document has been approved as a prospectus by the FCA under section 87A of FSMA.

Applications will be made to the FCA for the 179,567,841 Ordinary Shares of the Company to be issued pursuant to the Acquisition (the "New Ordinary Shares") to be admitted to the standard listing segment of the Official List of the FCA and to London Stock Exchange plc (the "London Stock Exchange") and for the New Ordinary Shares to be admitted to trading on the London Stock Exchange's Main Market for listed securities (together, "Admission"). It is expected that Admission will become effective and that dealings in the New Ordinary Shares will commence at 8.00 a.m. on 21 October 2016. The Company's existing ordinary shares (the "Existing Ordinary Shares") are already admitted to the standard listing segment of the Official List of the FCA and to the London Stock Exchange. No application has been made or is currently intended to be made for the New Ordinary Shares to be admitted to listing or dealt with on any other exchange.

The Company, the Directors and the Proposed Director, whose names appear in part 4 of this document, accept responsibility for the information contained in this document. To the best of the knowledge of the Company, the Directors and the Proposed Director (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.

The whole text of this Prospectus should be read including, in particular, the section headed "Risk Factors" on pages 15 to 21 of this Prospectus and should be read together with the documents incorporated by reference in their entirety. All statements regarding the Group's business, financial position and prospects should be viewed in light of such Risk Factors.

FUTURE PLC

(incorporated in England and Wales under the Companies Act 1985 with registered number 03757874)

Admission to the standard listing segment of the Official List of 179,567,841 New Ordinary Shares

The New Ordinary Shares will be issued credited as fully paid and will rank pari passu in all respects with the Existing Ordinary Shares on Admission, including the right to receive all dividends and other distributions declared, made or paid after Admission.

Without prejudice to any legal or regulatory obligation on the Company to publish a supplementary prospectus pursuant to section 87G of the FSMA and Rule 3.4 of the Prospectus Rules, neither the delivery of this document nor Admission shall, under any circumstances, create any implication that there has been no change in the business or affairs of the Group taken as a whole since the date of this document or that the information in it is correct as of any time after the date of this document.

This Prospectus does not constitute an offer to sell or an invitation to subscribe for, or the solicitation of an offer to buy or subscribe for, Ordinary Shares and is being published solely to enable the Company to obtain Admission. The Ordinary Shares have not been, and will not be, registered under the US Securities Act or qualified for sale under the laws of any state of the United States or under the applicable laws of any other prohibited territory and, subject to certain exceptions, may not be offered for sale as subscription or sold or subscribed directly or indirectly within each of Australia, Canada, Japan, New Zealand, the Republic of South Africa and the United States for the account or benefit of any national, resident or citizen of any such territory. The distribution of this Prospectus and/or the transfer of the Ordinary Shares into jurisdictions other than the United Kingdom may be restricted by law. Accordingly, neither this Prospectus nor any advertisement may be distributed or published in any jurisdiction outside of the United Kingdom other than in circumstances that are in compliance with any applicable laws and regulations in such jurisdiction. Persons outside of the United Kingdom whose possession this Prospectus comes into should inform themselves of, and observe, any such laws and regulations. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdictions.

The contents of this Prospectus should not be construed as legal, business or tax advice. Each prospective investor should consult his, her or its legal adviser, financial adviser or tax adviser for any legal, financial or tax advice they may require and in making an investment decision, each prospective investor must rely on their own examination, analysis and enquiry of the Company, including the merits of the risks involved. Neither the Company nor any of its Directors, employees, agents or representatives is making any representation to any offeree or purchaser or acquirer of Ordinary Shares regarding the legality of an investment in Ordinary Shares by such offeree or purchaser or acquirer under the laws applicable to such offeree or purchaser or acquirer.

CONTENTS

PART 1	SUMMARY	3
PART 2	RISK FACTORS 15
PART 3	IMPORTANT INFORMATION 22
PART 4	DIRECTORS, PROPOSED DIRECTOR, COMPANY SECRETARY AND ADVISERS 25
PART 5	INFORMATION ON THE GROUP 26
PART 6	SELECTED FINANCIAL INFORMATION 36
PART 7	OPERATING AND FINANCIAL REVIEW 43
PART 8	CAPITALISATION AND INDEBTEDNESS 44
PART 9	HISTORICAL FINANCIAL INFORMATION 45
PART 10	UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP 49
PART 11	ADDITIONAL INFORMATION 56
PART 12	DEFINITIONS 89
	ANNEX 1: HISTORICAL FINANCIAL INFORMATION OF THE IMAGINE PUBLISHING GROUP 95

SUMMARY

Summaries are made up of disclosure requirements known as "Elements". These elements are numbered in Sections A–D below.

This summary contains all the Elements required to be included in a summary for this type of security and company. As some Elements are not required to be addressed there may be gaps in the numbering sequence of the Elements.

Even though an Element may be required to be inserted into the summary because of the type of security and company, it is possible that no relevant information can be given regarding the Element. In this case, a short description of the Element is included in the summary with a mention of "not applicable".

Element	Disclosure Requirement	Disclosure
A.1	Warning	This summary should be read as an introduction to this Prospectus. Any decision to invest in the securities should be based on consideration of this Prospectus as a whole by the investor. Where a claim relating to the information contained in this Prospectus is brought before a court, the plaintiff investor might, under the national legislation of the member states of the EU, have to bear the costs of translating the Prospectus before the legal proceedings are initiated.
		Civil liability attaches only to those persons who have tabled the summary including any translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of the Prospectus or it does not provide, when read together with the other parts of the Prospectus, key information in order to aid investors when considering whether to invest in such securities.
A.2	Subsequent resale of securities or final placement of securities through financial intermediaries	Not applicable. The Company has not given consent to the use of this Prospectus for subsequent resale or any final placement of Ordinary Shares by financial intermediaries.ale or final placement of the ZDP Shares by financial intermediaries.

Section A – Introduction and warnings

Section B – Company and any guarantor

Element	Disclosure Requirement	Disclosure
B.1	Legal and commercial name	The issuer's legal and commercial name is Future plc.
B.2	Domicile/legal form/legislation/ country of incorporation	The Company was incorporated in England and Wales on 22 April 1999 under the Companies Act 1985 as a private limited company with registered number 03757874. The principal legislation under which the Company operates is the Act and the regulations made thereunder.
B.3	Key factors of Company's current operations and principal activities	Future is a media group and publishing company and produces print and digital publications, applications, websites and events. It is headquartered in Bath, UK and has operations in the UK, USA and Australia. Imagine, which is the ultimate parent company of the Imagine Publishing Group (and which will become part of the Group on Completion), is based in Bournemouth and produces print and digital magazines and bookazines, applications and websites.
B.4	Significant trends	Magazine Division Future has taken advantage of a fragmented market through selective acquisitions of a number of complementary titles to the existing portfolio and the addition of a new portfolio to cover the "field sports" market.
		The Group launched new titles in the interim period ending 30 March 2016, including Professional Photography in October 2015 and "Colour Calm Presents Dot 2 Dot", responding to changes in demand in the market. "Official Xbox" and "Comic Heroes" were re-launched in April 2016 and October 2015 respectively. "Total Film" magazine was also re launched in June 2016.
		The Magazine Division continues to experience decline in line with market trends whilst seeking tactical opportunities. However, children's magazines are one area of growth on the newsstand and in July 2016, Future launched "Minecraft Mayhem", a minecraft magazine targeted at children between the ages of 6 and 10. Tests of two other children's titles in the "comic hero" and "gaming" space were also run during the summer of 2016.
		The majority of the magazine portfolio operates on a 13 issue per annum cycle with a publication released every four weeks resulting in two issues going on sale within one month once per annum. A number of these "double issues" fall in the summer period seeking to maximise the seasonal uplift in volume around the holiday period.
		Future benefits from an up-lift in volume in its gaming titles following on from E3, the electronic entertainment event hosted in Los Angeles in June, where new games and console launches are announced. "Total Film" magazine also benefits from a seasonal uplift in the summer as a number of the blockbuster films are launched or announced over this period.
		There is also a seasonal spike in volumes in the run-up to the Christmas period as consumers start to think about Christmas gifting and as demand increases over the holiday period.
		Media Division There are a number of events in the division, although the most significant of these is "The Photography Show", a consumer and professional photography event held currently in the UK and "The Golden Joysticks,"

		a game award ceremony voted for by the public, the "PC Gaming Show" and a series of events branded "Generate" focused around computer design.
		The latest Photography Show in March 2016, attracted over 30,000 visitors with its contribution increasing by 17 per cent. In June 2016, Future ran the second PC Gaming Show at E3, a trade event for PC Gamers now in its second year of running. The event was a great success with live streaming on Twitch resulting in 449,000 views. Overall, events revenue has increased by 13 per cent. as at 31 March 2016 (on a year on year basis when compared to the period ended 31 March 2015).
		Digital advertising is going through a certain amount of structural change as a number of customers and agencies move towards delivering advertising programmatically, combined with a general slowdown in the UK market due to the European referendum. The Group is well placed to manage these headwinds, having invested early in staff and training on the new digital advertising technology stack in preparation for selling the first guaranteed programmatic buy outside of the US. Also, the Group has the benefit of a global sales teams selling into both the UK and US markets.
		Annually, September is a significant period for the Group for digital advertising with a spike in volumes surrounding the launch of the new i-phone.
		The growth in ecommerce has been a key trend within the digital division, and generally there is a spike in revenue seen each year around the "Black Friday" period in November with Future being well placed to target deals in the technology. A smaller but nonetheless successful "Amazon Prime" day took place in July 2016.
B.5	Group structure	Future is the parent company of the Group and has subsidiaries in the UK (including, following the Acquisition, Imagine), California, USA, Germany and Guernsey.
B.6	Notifiable share ownership	As at the Latest Practicable Date, the Company had been notified under the Disclosure and Transparency Rules of the following direct and indirect substantial interests in the issued Ordinary Shares of the Company:
		Percentage of the Enlarged Percentage Share Number of of the share Capital Ordinary capital prior post- Shareholders Shares to Admission Admission Clients of Aberforth Partners LLP 88,250,128 23.93% 16.09% Schroder Investment Management 87,821,792 23.81% 16.01% Henderson Volantis Capital 42,346,196 11.48% 7.72% UBS Investment Bank 29,758,658 8.07% 5.43% Investec Asset Management 28,892,556 7.83% 5.27% Herald Investment Management 20,765,000 5.63% 3.79% As at the Latest Practicable Date, save as disclosed in this Element, the Company is not aware of any interest (within the meaning of the Disclosure and Transparency Rules) which represents 3 per cent. or more of the voting rights in the Company. The Company is not aware of any person or persons who, directly or indirectly, acting jointly with others or acting

		alone, exercised or could exercise control over the Company. The Company is not aware of any arrangements the operation of which may, at a subsequent date, result in a change in control of the Company.
		None of the Company's major Shareholders has now, or will following Completion have, different voting rights from other holders of Ordinary Shares.
		The Company is aware of the following immediately following Admission and as a result of the Acquisition will have an interest (within the meaning of the Disclosure and Transparency Rules) which represents 3 per cent. or more of the voting rights in the Company:	additional	persons who
			Number of new ordinary	Percentage of the Enlarged Share
		Shareholder Disruptive Capital Damian Butt Steven Clive Boyd	Shares 109,050,768 19,412,128 18,186,778	Capital 19.88% 3.54% 3.32%
B.7	Historical financial information	Selected historical financial information summarises the results of operations and financial condition of the Future Group for the three financial years 30 September 2014 and 30 September 2013 as well as the interim period for the six months ended 31 March 2016, prepared using International Financial Reporting Standards (IFRS) Accounting Standards Board (IASB) and the International Financial Reporting Interpretations Committee's (IFRIC) interpretations as adopted by the European Union, applicable as at each accounts date is set out below.	regarding Future ended 30 September issued by the	which 2015, International
		Selected historical financial information relating to the Company has been extracted without material adjustment from the audited consolidated financial statements of the Future Group for the three financial years ended 30 September 2015, 30 September 2014 and 30 September 2013 and the unaudited interim financial statements of the Future Group for the six months ended 31 March 2016 and 31 March 2015.
		Future plc Consolidated Income Statement The results for the years ended 30 September 2015, 2014 and 2013 are audited. The results for the periods ended 31 March 2016 and 2015 are unaudited.

		12 months to 30 September (Audited)			6 months to 31 March (Unaudited)
	2015	2014	2013	2016	2015
	£m	£m	£m	£m	£m
Continuing operations	59.8	66.0	82.6	30.2	30.8
Revenue	––––––––	––––––––	––––––––	––––––––	––––––––
Operating profit/(loss) before depreciation, amortisation, exceptional items and impairment of intangible
assets	3.6	(7.0)	(0.5)	1.8	1.8
Depreciation	(0.5)	(1.0)	(0.9)	(0.2)	(0.2)
Amortisation	(2.3)	(2.3)	(2.0)	(1.0)	(1.2)
Exceptional items Impairment of intangible assets	(2.5) –	(7.5) (16.8)	2.6 –	(0.5) –	(1.4) –
Operating loss	(1.7)	(34.6)	(0.8)	0.1	(1.0)
Net finance costs	––––––––	––––––––	––––––––	––––––––	––––––––
	(0.6)	(0.8)	(1.4)	(0.4)	(0.3)
Loss before tax	––––––––	––––––––	––––––––	––––––––	––––––––
	(2.3)	(35.4)	(2.2)	(0.3)	(1.3)
Loss for the year from	––––––––	––––––––	––––––––	––––––––	––––––––
continuing operations	(2.0)	(34.9)	(2.3)	(0.3)	(0.9)
Loss for the year	––––––––	––––––––	––––––––	––––––––	––––––––
attributable to owners of	(1.3)	(33.9)	4.3	(0.3)	(0.9)
the parent	––––––––––––––––	––––––––––––––––	––––––––––––––––	––––––––––––––––	––––––––––––––––
Future plc key metrics from consolidated balance sheet The balance sheet as at each of the years ended 30 September 2015, 2014 and 2013 is audited. The balance sheet as at each of the periods ended 31 March 2016 and 2015 is unaudited.
	2015	30 September (Audited) 2014	2013	2016	31 March (Unaudited) 2015
	£m	£m	£m	£m	£m
	44.9	45.9	92.7	44.9	45.5
	––––––––	––––––––	––––––––	––––––––	––––––––
Assets Total non-current assets Total current assets	19.5 ––––––––	22.9 ––––––––	28.3 ––––––––	16.8 ––––––––	17.6 ––––––––
Total assets	64.4	68.8	121.0	61.7	63.1
Equity and liabilities	––––––––	––––––––	––––––––	––––––––	––––––––
Total equity	31.4	32.6	67.4	34.7	31.8
	––––––––	––––––––	––––––––	––––––––	––––––––
Total non-current liabilities	7.1	9.1	9.4	5.9	8.3
	––––––––	––––––––	––––––––	––––––––	––––––––
Total current liabilities Total liabilities	25.9 –––––––– 33.0	27.1 –––––––– 36.2	44.2 –––––––– 53.6	21.1 –––––––– 27.0	23.0 –––––––– 31.3

		2015	12 months to 30 September (Audited) 2014	2013	2016	6 months to 31 March (Unaudited) 2015
	Net cash used in operating activities	£m (8.6)	£m (2.8)	£m 1.3	£m 0.5	£m (2.8)
	Net cash (used in)/ generated from investing activities	–––––––– (0.7) ––––––––	–––––––– 18.5 ––––––––	–––––––– 6.3 ––––––––	–––––––– (1.0) ––––––––	–––––––– – ––––––––
	Net cash generated from/(used in) financing activities	3.3 ––––––––	(13.0) ––––––––	(11.4) ––––––––	0.3 ––––––––	– ––––––––
	Net (decrease)/ increase in cash and cash equivalents Cash and cash	(6.0)	2.7	(3.8)	(0.2)	(2.8)
	equivalents at beginning of year Exchange adjustments	7.5 0.1	4.6 0.2	8.5 (0.1)	1.6 –	7.5 –
	Cash and cash equivalents at end of year	–––––––– 1.6 ––––––––	–––––––– 7.5 ––––––––	–––––––– 4.6 ––––––––	–––––––– 1.4 ––––––––	–––––––– 4.7 ––––––––
	Further information in respect of the results, cash flows and financial position in respect of the above periods is set out below:
	Revenue ● Group revenue in the period ended 31 March 2016 was £30.2m (2015: £30.8m, 2014: £35.8m) as Future continues to manage the decline in print whilst taking advantage of digital opportunities to increase Media revenues.
	● UK revenue was £23.6m in the period ended 31 March 2016 (2015: £24.8m, (2015: £6.3m, 2014: £7.1m). In 2016 the Group re-organised into two divisions, Media and Magazine.	2014:	£29.0m) and	US revenue	was	£7.2m
	● Media revenue increased by 15 per cent. to £13.2m in the period ended 31 March 2016, driven by the Group's fast growing revenue streams: e-commerce, events and digital display advertising.
	● Magazine revenue, as expected, declined to £17.0m in the period ended 31 March 2016 (2015: £19.3m) reflecting the market's overall structural decline.
	● Group revenue was £59.8m in the year ended 30 September 2015 (2014: £66.0m, 2013: £82.6m) reflecting the continued decline in print revenues.
	EBITDAE In the period ended 31 March 2016 the Group's EBITDAE was £1.8m (2015: £1.8m, 2014: £3.7m loss), remaining flat on the prior year due to the timing of an event shifting. The Group's EBITDAE profit was £3.6m in the year ended 30 September 2015 (2014: £7.0m loss, 2013: £0.6m loss). The return to EBITDAE profit in the year ended 30 September 2015 reflects the impact of cost reductions achieved as part of a transformation programme which the Group commenced in the second half of the year ended 30 September 2014. In the year ended 30 September 2015 the Group's headcount reduced to 521 employees, following a reduction from

		980 to 577 in 2014 and the UK's operating locations were reduced from four to two offices.
		Exceptional items
		The Group has incurred exceptional costs during the years ended 31 September 2013, 2014 and 2015 and the interim period ended 31 March 2016 as it has restructured its operations, including headcount reduction and rationalisation of its property portfolio.
		Cash flows and net debt – annual results Net debt at 30 September 2015 was £1.8m (2014: net cash £7.5m, 2013: net debt £6.9m), a decrease of £9.3m in the year and an increase of £14.4m in FY14.
		During 2015 net cash outflows totalled £9.5m (2014: £14.5m inflow). There was a cash outflow from operations before exceptional items of £2.3m (2014: £4.3m inflow, 2013: £6.7m) arising from an increase in the working capital cycle as the business mix changed. There were also £5.2m (2014: £4.6m) of restructuring payments made in the year and £2.0m (2014: £2.6m, 2013: £2.9m) of capital expenditure. The sale of one of the Group's UK properties amounted to a £1.2m cash inflow in 2015 (2014: £nil) and in FY14 net cash inflows from the sale of non-core titles amounted to £21.3m (2013: £9.2m).
		Foreign exchange and other movements accounted for the balance of cash flows in each of the respective years.
		Cash flow and net debt – interim results
		Net cash at 31 March 2016 was £0.6m (2015: £4.7m, 2014: net debt £7.8m). The significant improvement in the cash position has come from savings realised as a result of the Transformation Programme and through selling the Sport, Craft and Auto titles for £24.8m in 2014. The sale of the Sport and Craft titles to Immediate Media in July 2014 represents a significant change, the impact of which is included in the financial statements for the year ended 30 September 2014.
		In 2016 there was a cash inflow from operations before exceptional items of £2.6m (2015: £1.5m, 2014: inflow of £4.3m). Net proceeds from a share placing were £3.1m in 2016 and net cash inflows from the sale of a property in Bath amounted to £1.2m in 2015. In 2014 £0.7m of dividends were paid.
		No significant change
		Other than detailed above, there has been no significant change in the trading or financial position of the Future Group during the three year and six month period to 31 March 2016, or subsequent to this date, to which Future's last unaudited interim financial statements were issued.
B.8	Pro forma financial information	The Unaudited Pro Forma Financial Information has been prepared to illustrate the effect of the Acquisition on the consolidated net assets of the Company as if they had taken place on 31 March 2016 and the income statement of the Company for the year ended 30 September 2015 as if the Acquisition had taken place at the beginning of the financial year.
		The Unaudited Pro Forma Financial Information has been prepared in accordance with Annex II of the Prospectus Directive Regulation and in a manner consistent with the accounting policies adopted by the Company.
		The Unaudited Pro Forma Financial Information has been prepared for illustrative purposes only and because of its nature, addresses a hypothetical situation. It does not purport to represent what the Enlarged

		Group's financial position or results of operations actually would have been if the Acquisition had been completed on the dates indicated, nor does it purport to represent the results of operations for any future period or financial position at any future date. It does not reflect the results of any purchase price allocation exercise as this will be conducted following the Acquisition. The adjustments in the Unaudited Pro Forma Financial Information are expected to have a continuing impact on the Enlarged Group, unless otherwise stated. The Unaudited Pro Forma Financial Information does not constitute financial statements within the meaning of Section 434 of the Act. Shareholders should read the whole of this Prospectus and not rely solely on the summarised financial information contained in part 10 of this Prospectus. PricewaterhouseCoopers LLP's report on the Unaudited Pro Forma Financial Information is set out in Section B of part 10 of this Prospectus. The Unaudited Pro Forma loss before tax for the year ended 30 September 2015 is £5.6 million. The Unaudited Pro Forma net assets as at 31 March 2016 is £48.0 million.
B.9	Profit forecast	Not applicable. There are no profit forecasts included in this Prospectus.
B.10	Qualifications in the audit report	Not applicable. The audit reports on the historical financial information are not qualified.
B.11	Working capital	Not applicable. The Company is of the opinion that, after taking into account the amounts available to the Company under the New Facility, the Future Group has sufficient working capital for its present requirements, that is, for at least the next 12 months from the date of publication of this Prospectus.

Section C – Securities

Element	Disclosure Requirement	Disclosure
C.1	Type and class of securities being offered	Ordinary Shares with ISIN GB0007239980 will be admitted to trading on the London Stock Exchange's Main Market for listed securities.
C.2	Currency of the securities issue	Pounds sterling.
C.3	Number of shares issued	As at the Last Practicable Date, the Company has 368,840,878 fully paid ordinary shares of 1 pence each in issue. Immediately following Admission and the issue of the New Ordinary Shares, the Company is expected to have 548,408,719 fully paid ordinary shares of 1 pence each in issue.
C.4	Description of the rights attaching to the securities	Each New Ordinary Share will rank pari passu in all respects with each Ordinary Share, and will have the same rights and restrictions as each Ordinary Share.
C.5	Restrictions on the free transferability of the securities	There are no restrictions on the free transferability of the New Ordinary Shares.
C.6	Admission	Applications will be made to the UKLA and to the London Stock Exchange for the New Ordinary Shares to be admitted to the standard listing segment of the Official List and to trading on the London Stock Exchange's Main Market for listed securities respectively. It is expected

		that Admission will become effective on 21 October 2016 and that dealings in New Ordinary Shares will commence at 8.00 a.m. on that date.
C.7	Dividend policy	Future does not operate a formal dividend policy and the payment of dividends is discretionary.
		No dividend was paid out in respect of the last two financial years. The last dividend paid out was in respect of the financial year ended 30 September 2013, in respect of which Future paid a dividend of 0.2 pence per Ordinary Share.

Section D – Risks

Element	Disclosure Requirement	Disclosure
D.1	Key information on the key risks that are specific to the issuer or its industry	The Company believes that the following are key risks affecting the Future Group and its business: RISKS RELATING TO THE BUSINESS OF AND THE INDUSTRY IN WHICH THE FUTURE GROUP OPERATES
		Structural changes in the Group's operating environment may lead to a faster rate of decline in print revenue than anticipated
		The structural change in the Future Group's operating environment and the pace of transition from print remain a substantial risk for the Future Group. There is a risk that print circulation volumes and print advertising revenues decline at a faster rate than anticipated and digital revenues do not grow at a rate to offset this.
		The Group has a dependency on advertising revenue
		Advertising is an important source of revenue for the Future Group. Most of Future's advertising contracts are short-term or can be terminated by the advertiser at any time on short notice. Future cannot provide any assurance that it will be able to retain current advertisers or obtain new advertising contracts. If more difficult economic conditions result in a reduction in advertising spending in any of the territories in which Future operates, the results of its operations may be materially adversely affected.
		The possibility of failures or interruptions in the Group's information technology systems could materially impact the Group's day-to-day operations
		The Group will be increasingly dependent on information technology. The Group is reliant on its information technology for the provision of information regarding most aspects of its financial and operational performance, including, but not limited to, circulation, advertising and costs information, as well as the delivery of its products, either printed, through websites or to digital newsstands. Interruption in the Group's information technology systems could be caused by a number of factors including as a result of human error, malfunction, damage, fire, natural disasters, power loss or malicious activities including computer hackings and computer viruses.
		The publishing market in which the Group operates has relatively low barriers to entry
		The publishing market has relatively low barriers to entry that could lead to rival operators establishing competing businesses in Future's core markets. There are several competitors who could establish rival conferences at relatively low cost. However, the diversified nature of the Group's business model means that the impact of such competition would be limited.

		The Group is dependent on senior management and skilled personnel
		The Future Group is dependent on members of its senior management team and skilled personnel and believes its future success will depend, in part, on its ability to attract and retain highly skilled management and personnel. If the Group does not succeed in attracting and retaining skilled personnel, it may not be able to grow its businesses as anticipated. Furthermore, the departure of the Group's senior management could, in the short term, have a material adverse effect on the Group's businesses. Whilst the Group has on going employment agreements with its key employees, their retention cannot be guaranteed. Equally, the ability to attract new employees with the appropriate expertise and skills cannot be guaranteed. The Group may experience difficulties in hiring appropriate employees and the failure to do so may have a detrimental effect upon the trading performance of the Group.
		The Group's intellectual property rights may not be adequately protected and may be challenged by third parties
		The Future Group depends on using and granting licences to its licensees to use various types of third-party content including music, audio-visual material, photos, images and text. As a publisher, Future is responsible for any intellectual property or other infringement relating to the same and as licensor, Future is responsible to its licensees. Unauthorised parties may attempt to copy or otherwise obtain and use the Future Group's content and other intellectual property.
		In addition, although there is now a growing amount of copyright legislation relating to digital content, in many jurisdictions such legislation remains under legislative review and/or there remains significant uncertainty as to the form which copyright law may ultimately take. These factors will create additional challenges for the Group in protecting its proprietary rights.
		The Group may also be the subject of claims for infringement of third party rights or may be party to claims to determine the scope and validity of the intellectual property rights of others.
		RISK FACTORS RELATING TO THE ACQUISITION
		The Group may experience difficulties in integrating the management and operation of the Imagine Publishing Group with the existing businesses carried on by the Group and the Group may not realise, or it might take the Group longer than expected to realise, certain or all of the anticipated benefits of the Acquisition The Future Group and the Imagine Publishing Group have operated as two separate and independent businesses. The Acquisition will require the integration of the Imagine Publishing Group with the existing head office functions of Future and the success of the Group will depend, in part, on the effectiveness of the integration process and the ability of the Group to realise the anticipated benefits and synergies from combining the respective businesses.
D.3	Key information on the key risks that are specific to the securities	The value of Ordinary Shares may go down as well as up and any fluctuations may be material and may not reflect the underlying asset value The market price of Ordinary Shares could be subject to significant fluctuations due to a change in sentiment in the market regarding such shares. The fluctuations could result from national global economic and financial conditions, the market's response to the Acquisition, market perceptions of Future, and various other factors and events including but not limited to regulatory changes affecting the Group's operations, variations in the Group's operating results, business developments of the Group and/or its competitors, the liquidity of the financial markets, rates

of inflation, industry conditions, competition, political and diplomatic events and trends. Furthermore the Group's operating results and prospects from time to time may be below the expectations of market analysts and investors. Any of these events could result in a decline in the market price of Ordinary Shares.
The Group is sensitive to general economic downturns, catastrophic events, declines or disruptions
Publishing businesses are sensitive to both general economic and business conditions and to specific adverse events, such as acts of terrorism or other catastrophic events. Some of the markets in which the Future Group operates are sensitive to event-driven disruptions such as government regulation, war, terrorism, disease, natural disasters and other significant adverse events. A general decline in economic conditions or disruptions in specific markets could result in a fall in spending on advertising, information and events (as this spending is considered discretionary by some customers) which could cause a material decline in Future's revenue.

Section E – Offer

Element	Disclosure Requirement	Disclosure
E.1	Total net proceeds and estimate of total expenses of the offer, including estimated expenses charged to investors by the issuer	The total costs and expenses of, and incidental to, the Acquisition and the New Facility payable by the Group are estimated to amount to £2.5 million (excluding VAT, stamp duty and other taxes). No expenses will be charged to the Sellers or in relation to the Acquisition.
E.2.a	Reasons for the offer, use of proceeds, and estimated net amount of expenses	The Company has conditionally agreed to acquire all of the entire issued share capital of Imagine. The Company will issue the New Ordinary Shares to the Sellers by way of consideration for the Acquisition. The Board believes the Acquisition of the Imagine Publishing Group represents an excellent opportunity for the Company and that it will strengthen the portfolio of the Group and offer synergistic benefits as there is a strong fit between the Imagine Publishing Group and Future magazine portfolios. As a result of the Acquisition, the Future Group will have greater reach in the bookazine market and an enhanced online presence. Adding portfolio enhancing brands will also mean that the Future Group can achieve economies of scale through its core UK publishing operations and enhance operational profitability. The Directors see the key benefits of the Acquisition as being: ● Significant potential cost synergies as the Imagine Publishing Group is integrated into Future's Magazine Division; ● Significant cash generation which can be deployed into the core growth areas of the business; and Material earnings enhancement for Future shareholders. ●
E.3	Terms and conditions of the offer	The terms and conditions of the Acquisition are set out in the Share Purchase Agreement and ancillary documents. Subject to satisfaction of the conditions to the Acquisition, save for Admission, each Seller will be issued the New Ordinary Shares in a proportionate amount to the shares that each Seller holds in Imagine immediately prior to Completion.

E.4	Material interests	Not applicable. There are no interests (including conflicts of interest), known to the Company, which are material to the Acquisition.
E.5	Name of person offering to sell the securities lock-up agreement details including the parties involved and indication of the period of the lock-up	The consideration for the Acquisition comprises the issue of the New Ordinary Shares by the Company. Lock in deeds will be entered into pre-Completion between each of the following Sellers and the Company, pursuant to which each such Seller has separately undertaken to the Company that they will not, subject to certain limited exceptions (such as in the event of a takeover offer for the Company), dispose of (i) any of the New Ordinary Shares held by such person for the Initial Period and (ii) 50 per cent. of the New Ordinary Shares held by them for a further period of six months after the Initial Period: Disruptive Capital Daniel Truell Pavor Oy Gary Spellins Jeffrey Belkin Clos Du Valle Investments Ltd
		Cédriane De Boucaud Crescent Trustees Ltd Edward Associates Ltd Ian Edward Nicolas Parker
		Orderly market deeds will be entered into pre-Completion between each of the following Sellers and the Company, pursuant to which each such Seller has separately undertaken to the Company and Numis that they will not dispose of any interest in Ordinary Shares for a period of six months following Admission unless such disposal is effected through Numis:
		Damian Butt Steven Clive Boyd Mark Kendrick Marco Peroni Jane Hawkins Cathy Blackman Darren Pearce Dave Harfield Aaron Asadi Ross Andrews James Hanbury Hang Deretz
E.6	Dilution	The Shareholders of the Company immediately prior to Admission, will experience a 32.74 per cent. dilution (i.e. its, his or her proportionate interest in the Company will drop by 32.74 per cent.) as a result of the Acquisition. For the purposes of the foregoing, any dilution which may result from vesting or exercise of any options or awards under the Sharesave Plan, PSP, DABS or SIP has been disregarded.
E.7	Estimated expenses charged to the investor	Not applicable. There are no commissions, fees, or expenses to be charged to the Sellers by the Company.

RISK FACTORS

Any investment in the Ordinary Shares is subject to a number of risks. Before making any investment decision, prospective investors should carefully consider the factors and risks attaching to an investment in the Ordinary Shares, together with all other information contained in this Prospectus including, in particular, the risk factors described below. Some of these risk factors apply to carrying on the Group's business generally, while others are specific to the Group. Additional risks and uncertainties currently unknown to the Company, or that it currently believes to be immaterial for taking investment decisions, may also have an adverse (or materially adverse) effect on the Group's business. If any of these risk factors or those set out below materialise, the Group's business prospects and results of operations could be materially adversely affected. In such case, the trading price of the Ordinary Shares may decline and potential investors may lose all or part of their value. An investment in Ordinary Shares is only suitable for investors capable of evaluating the risks and merits of such investment and who have sufficient resources to bear any loss which may result from the investment. Accordingly, prospective investors are recommended to obtain independent financial advice from an adviser authorised under FSMA (or another appropriately authorised independent professional adviser) who specialises in advising upon investments. Investors should consider carefully whether an investment in the Ordinary Shares is suitable for them in light of the information in this Prospectus and their personal circumstances.

Nothing in the risk factors outlined in this section is intended to qualify the statement made in respect of the Group's working capital statement in part 11, paragraph 10 of this Prospectus.

RISKS RELATING TO THE BUSINESS OF AND THE INDUSTRY IN WHICH THE FUTURE GROUP OPERATES

CHANGE IN OPERATING ENVIRONMENT

Structural changes in the Group's operating environment may lead to a faster rate of decline in print revenue than anticipated

The structural change in the Future Group's operating environment and the pace of transition from print remain a substantial risk for the Future Group. There is a risk that print circulation volumes and print advertising revenues decline at a faster rate than anticipated and digital revenues do not grow at a rate to offset this.

Unforeseen or rapid changes in technology relating to printing, digital or other distribution platforms may result in higher than expected capital expenditure and/or a loss of competitive positioning relative to other market players

Capital expenditure on digital technology, intellectual property and other assets can be significant. It is difficult to predict future changes and the cost of updating, renewing or replacing existing technologies and the impact of this on the Group's operating performance. Were a significant change to occur that required material unforeseen expenditure, this could have a material adverse effect on the Group's business, results of operations and overall financial condition.

ADVERTISING

The Group has a dependency on advertising revenue

Advertising is an important source of revenue for the Future Group. Most of Future's advertising contracts are short-term or can be terminated by the advertiser at any time on short notice. Future cannot provide any assurance that it will be able to retain current advertisers or obtain new advertising contracts. If more difficult economic conditions result in a reduction in advertising spending in any of the territories in which Future operates, the results of its operations may be materially adversely affected. Future has a well diversified advertiser base and is not reliant on any specific customer or customer groups and therefore this risk would have a material impact on the group only where there was a significant decline in the overall market or a sharp increase in competition.

The Future Group's print and digital advertising products face substantial competition for advertising revenues from a variety of sources, such as newspapers, television, radio and other forms of media; and, increasingly, advertising-supported digital products that provide news, product reviews and information, including web sites and digital applications, news and review aggregators and social media sites. The impact of the growth of such competition on Future's ability to generate advertising revenues is uncertain but it may have a material adverse effect on the results of operations of Future. In particular, the internet increasingly enables advertisers to reach large target audiences at low cost and competition from internet publishers may also have a material adverse effect on Future's financial condition and results of operations.

The cyclicality of advertising revenues, in particular the impact of economic conditions on the advertising market

The Future Group's results are impacted by factors outside its control such as the prevailing economic climate, levels of employment, disposable income, interest rates, consumer sentiment and consumer perception of economic conditions. In particular, advertising revenues are cyclical and substantially dependent upon prevailing economic conditions, with less being spent on advertising in times of economic downturn. The Future Group is at risk from the on-going weakness in print advertising, whilst digital advertising is at risk of general cyclical market trends. To the extent that the current economic environment in relevant markets declines or does not improve, or improves over an extended period of time only, the Future Group's business, operating results, financial condition or prospects may be materially affected.

INFORMATION TECHNOLOGY AND PERSONAL DATA

The possibility of failures or interruptions in the Group's information technology systems could materially impact the Group's day-to-day operations

The Group will be increasingly dependent on information technology. The Group is reliant on its information technology for the provision of information regarding most aspects of its financial and operational performance, including, but not limited to, circulation, advertising and costs information, as well as the delivery of its products, either printed, through websites or to digital newsstands. Interruption in the Group's information technology systems could be caused by a number of factors including as a result of human error, malfunction, damage, fire, natural disasters, power loss or malicious activities including computer hackings and computer viruses.

Information technology disaster recovery plans and contingency plans have been prepared by the Future Group. In addition, Future's network has at least two diverse routes for all key offices and business-critical data is held on three highly resilient storage devices in different locations and all core switches are duplicated in different buildings so there are no single points of failure. Monitoring software is in place to identify any attacks on the Group's public infrastructure which to date has provided sufficient protection. However, there can be no certainty that such plans and systems will be effective in the event that they need to be activated in full.

Any failure of the Group's information technology systems would restrict the Group's ability to continue its operations and could have a material adverse effect on the Group's business, results of operations and overall financial condition. In the event of a total network or server failure, or data loss, there would be a major impact on the production of magazines, operation of websites and the operational effectiveness of the business.

Malicious activities including computer hackings may result in a loss of personal data which would trigger the need to notify users and the Information Commissioner's Office and Future may suffer reputational risk, as well as a significant financial penalty it if is responsible for the breach.

The Group is subject to regulation regarding the use of personal data

The Group is required to comply with strict data protection and privacy legislation in the jurisdictions in which the Group operates. Such laws restrict the Group's ability to collect and use personal information relating to its customers and third parties, including the marketing use of that information. The need to comply with data protection legislation is a significant control, operational and reputational risk which can affect the Group in a number of ways including, for example, making it more difficult to grow and maintain marketing data and also through potential litigation relating to the alleged misuse of personal data. In some cases, the Group may rely on third party contractors and employees to maintain its databases and seeks to ensure that procedures are in place to comply with the relevant data protection regulations. The Group is exposed to the risk that its data could be wrongfully appropriated, lost or disclosed, or processed in breach of data protection regulation, by or on behalf of the Group. If the Group or any third party service providers on which it may rely fails to transmit customer information in a secure manner, or if any such loss of personal customer data were otherwise to occur, the Group could face liability under data protection laws and/or suffer reputational damage from the resulting lost goodwill of individuals such as customers or employees, as well as deterring new customers.

Controls are in place to ensure compliance with data protection legislation and confirmation is sought from all third parties who might be involved in such operations that they are also in compliance with such legislation.

COMPETITION

The publishing market in which the Group operates has relatively low barriers to entry

The publishing market has relatively low barriers to entry that could lead to rival operators establishing competing businesses in Future's core markets. There are several competitors who could establish rival conferences at relatively low cost. However, the diversified nature of the Group's business model means that the impact of such competition would be limited.

MANAGEMENT

The Group is dependent on its senior management and skilled personnel

The Future Group is dependent on members of its senior management team and skilled personnel and believes its future success will depend, in part, on its ability to attract and retain highly skilled management and personnel. If the Group does not succeed in attracting and retaining skilled personnel, it may not be able to grow its businesses as anticipated. Furthermore, the departure of the Group's senior management could, in the short term, have a material adverse effect on the Group's businesses. Whilst the Group has on going employment agreements with its key employees, their retention cannot be guaranteed. Equally, the ability to attract new employees with the appropriate expertise and skills cannot be guaranteed. The Group may experience difficulties in hiring appropriate employees and the failure to do so may have a detrimental effect upon the trading performance of the Group.

The Group's employees are potentially attractive to competitors

Future's strong reputation as a significant content provider makes its staff potentially attractive to competitors. There is a risk that key staff will move elsewhere if offered significant increases in remuneration with which the Group is unable to compete. In addition, if one or more key employees were to join a competitor or set up business in competition with the Group, there can be no assurance that the loss of such employee's services would not have an adverse effect on Future's financial condition and results of operations. The Group has in place a talent management process for succession planning and conducts regular reviews of key man dependencies to limit any potential impact from management risk.

INTELLECTUAL PROPERTY

The Group's intellectual property rights may not be adequately protected and may be challenged by third parties

The Future Group depends on using and granting licences to its licensees to use various types of thirdparty content including music, audio-visual material, photos, images and text. As a publisher, Future is responsible for any intellectual property or other infringement relating to the same and as licensor, Future is responsible to its licensees. Unauthorised parties may attempt to copy or otherwise obtain and use the Future Group's content and other intellectual property. Advances in technology have exacerbated the risk by making it easier to duplicate and disseminate content. If the Group is unable to protect and enforce its intellectual property rights or is found liable of significant infringements of third party intellectual property rights through its own acts or those of its licensees, the Group may not realise the full value of its intellectual property and this could have a material adverse effect on the Group's business and results of operations.

In addition, although there is now a growing amount of copyright legislation relating to digital content, in many jurisdictions such legislation remains under legislative review and/or there remains significant uncertainty as to the form which copyright law may ultimately take. These factors will create additional challenges for the Group in protecting its proprietary rights to content delivered through the internet and electronic platforms, and the Group will face significant challenges posed by third parties (including organisations in the new media/IT sectors) taking advantage of these legal developments to obtain the ability to host Group content. Moreover, although non copyrightable databases are protected in many circumstances by law in the European Union, there is no equivalent legal protection in the United States. Additionally, enforcement of intellectual property rights is restricted in certain jurisdictions, and the global nature of the internet makes it impossible to control the ultimate destination of content produced by the Group. Developments like these may ultimately weaken demand for the Group's products, and negatively impact the underlying operations of the Group.

The Group may also be the subject of claims for infringement of third party rights or may be party to claims to determine the scope and validity of the intellectual property rights of others. Litigation based on these claims is common amongst companies that utilise digital intellectual property. Such claims, whether or not valid, could require the Group to spend significant sums in litigation, pay damages, re-brand or re-engineer services and distract management attention from the business, which may have a material and adverse effect on its business, financial condition and results of operations.

In order to mitigate the risks described, the Group has a well-established rights management process and the Company's "content" teams are trained on the use of third-party content. To date, there have been no claims for infringement of third party rights which have resulted in a material loss to the Group.

OTHER

The Group is subject to defamation laws in the territories in which it operates

As a magazine publisher and as an on-line publisher, Future is subject to the laws of defamation in the various territories in which it operates. Whilst Future endeavours to ensure that its publications do not contain defamatory material, there can be no assurance that Future's financial condition and results of operations will not be materially adversely affected by claims for defamation.

In order to mitigate the risks described, the Group has a well-established risk management process and the Company's "content" teams are trained on the risk of defamation. To date, there have been no claims for infringement of third party rights which have resulted in material loss.

The Group is reliant on key wholesalers and distributors

Future currently has distribution agreements with wholesalers in the UK and distributors in each of its territories to distribute its magazines. Failure on the part of any of such wholesalers or distributors to perform their obligations to distribute Future's magazines, a decision to alter the terms of or terminate such distribution arrangements, or a material change to the structure of the wholesale and distribution markets used by Future, could have a material adverse effect on the Group's financial condition and results of operations. In particular, the UK distribution contract represents a material proportion of the Group's magazine sales and such an event could have a serious detrimental effect on the Future Group. Future seeks to manage this risk through a long term contractual arrangement with its UK distributor.

The time lag in reporting on sales of exported printed copies makes forecasting uncertain

The long lag time for reporting on sales of exported printed copies continues to be an area of forecasting uncertainty. Forecasting remains difficult in all consumer markets. As Future diversifies its revenue streams, new activities are inherently more difficult to forecast accurately. Advertising pipelines can be subject to slippage, with the risk that resulting revenue is pushed into later accounting periods.

The Group is exposed to credit risk in respect of its magazine distributors

The Future Group is exposed to credit risk in respect of its magazine distributor in the US, in that it indemnifies them in the event of non-payment by the end customer. In the event that there is non-payment by the end customer, the Future Group would suffer adverse financial consequences as revenue for copies distributed are paid to the publisher over a number of months following the on sale period as returns are received to determine the final sales number. The US magazine business contributes to overall magazine profitability, but should such a risk occur, it is one of the smaller elements of the Group's revenues.

Failure by the Company to comply with its obligations in the facilities provided by the Bank may result in those facilities being terminated

The Facilities Agreement includes certain customary representations and undertakings and certain customary covenants in respect of the Company's financial performance (such representations, undertakings and covenants consistent with Loan Market Association standard terms). A failure to comply with these representations, undertakings and covenants could result in the Bank calling an event of default which might, ultimately, result in the facilities being cancelled (and all outstanding amounts being declared immediately payable), the Facilities Agreement being terminated and additional financial costs.

There is a risk that the Group will be subject to goodwill impairment

As a result of the investments in subsidiaries held (directly or indirectly) by Future, there is a risk that goodwill could become impaired whereby the value in use would be less than the carrying value.

RISK FACTORS RELATING TO THE ACQUISITION

The Group may experience difficulties in integrating the management and operation of the Imagine Publishing Group with the existing businesses carried on by the Group and the Group may not realise, or it might take the Group longer than expected to realise, certain or all of the anticipated benefits of the Acquisition

The Future Group and the Imagine Publishing Group have operated as two separate and independent businesses. The Acquisition will require the integration of the Imagine Publishing Group with the existing head office functions of Future and the success of the Group will depend, in part, on the effectiveness of the integration process and the ability of the Group to realise the anticipated benefits and synergies from combining the respective businesses.

The integration of the businesses requires a number of system migrations, harmonisation of contracts with potential supplier changes and the change in production processes in one or both of the businesses which could potentially lead to operational interruption or the loss of key personnel which could have an adverse effect on the business, financial condition and results of operations of the Group. Future's management team will be required to devote attention and resources to integrating their respective business practices and operations.

Although the Acquisition will not materially change the Future group business strategy, the scale of the Magazine division will increase. It is expected that this will permit a more efficient use of central overheads, but increase the Enlarged Group's exposure to magazine related risks. However, both the operating model (which facilitates a quick reaction to changes in the magazine market) and the expertise of the senior management team (who will have roles in the Enlarged Group) of the Imagine Publishing Group, are expected to mitigate this risk.

Future can offer no assurance that the Group will realise the potential benefits of the Acquisition, including synergies, to the extent and within the timeframe contemplated or at all. If Future is unable to successfully integrate the Imagine Publishing Group, this could have a negative impact on the business, results of operations, financial condition and/or prospects of the Group. However, the Imagine Publishing Group is expected to be integrated directly into the Magazine division and, as such, the integration is limited to one division of the Group (thereby minimising the risk to the Group as a whole). No additional risks, outside of the integration of the businesses, are anticipated as a result of the Acquisition.

There is a risk that a claim may be made against Future under the warranties in the Share Purchase Agreement

The Share Purchase Agreement contains certain warranties given by Future in favour of the Sellers. If Future is required to make payments in respect of any of these warranties, this may have an adverse effect on the Group's cash flow and financial condition.

The aggregate liability of Future for breaches of the terms of the Share Purchase Agreement shall not exceed the aggregate of £2,000,000. Further details of the Share Purchase Agreement are set out in part 11, paragraph 13.4 of this Prospectus.

Whilst the Group does not expect claims under warranties given to the Sellers, a potential claim has been factored into the working capital "sensitivities" and has been taken into account in assessing that the Group has sufficient working capital for the 12 month period from the date of this Prospectus.

The Share Purchase Agreement includes limited protections provided to Future by the Sellers

The liability of the Sellers pursuant to the Share Purchase Agreement is limited in time and amount. Accordingly, Future may not have recourse against, or otherwise be able to recover from, the Sellers (or pursuant to the terms of the warranty and indemnity insurance policy relating to the Acquisition) in respect of material losses which it may suffer in respect of a breach of warranty.

If any material liabilities arose and it was not possible to make a claim under the warranties or in respect thereof, or if any losses could not be recovered in respect of claims under the warranties, this could adversely affect the Group's business, results of operations, financial conditions and prospects. Further details of the Share Purchase Agreement are set out in part 11, paragraph 13.1 of this Prospectus.

GENERAL RISKS

The value of Ordinary Shares may go down as well as up and any fluctuations may be material and may not reflect the underlying asset value

The market price of Ordinary Shares could be subject to significant fluctuations due to a change in sentiment in the market regarding such shares. The fluctuations could result from national global economic and financial conditions, the market's response to the Acquisition, market perceptions of Future, and various other factors and events including but not limited to regulatory changes affecting the Group's operations, variations in the Group's operating results, business developments of the Group and/or its competitors, the liquidity of the financial markets, rates of inflation, industry conditions, competition, political and diplomatic events and trends. Furthermore the Group's operating results and prospects from time to time may be below the expectations of market analysts and investors. Any of these events could result in a decline in the market price of Ordinary Shares.

The Group is sensitive to general economic downturns, catastrophic events, declines or disruptions

Publishing businesses are sensitive to both general economic and business conditions and to specific adverse events, such as acts of terrorism or other catastrophic events. Some of the markets in which the Future Group operates are sensitive to event-driven disruptions such as government regulation, war, terrorism, disease, natural disasters and other significant adverse events. A general decline in economic conditions or disruptions in specific markets could result in a fall in spending on advertising, information and events (as this spending is considered discretionary by some customers) which could cause a material decline in Future's revenue.

The Group is exposed to foreign currency exchange rate fluctuations

Since the Future Group markets its magazines in numerous international territories, it has financial commitments in a number of different territories which are denominated in a number of different currencies and may be adversely affected by any fluctuation between such currencies. Whilst Future prepares its financial accounts in pounds sterling, its non-UK subsidiaries conduct their businesses and prepare their financial accounts in other local currencies as appropriate. Fluctuations between the pound sterling and other local currencies may affect the pound sterling equivalent of the other local currency amounts making a period to period comparison of Future's results of operations difficult. To the extent that no hedging arrangements are implemented by Future or that such hedging is imperfect, significant volatility in the rates of exchange between the pound sterling and the US dollar (or other currencies that the Future Group uses) could have a material adverse effect on Future's financial condition and results of operations.

There is a risk that the Group may be subject to a change in taxation which could have a material adverse effect on the Group's financial condition

In some of the territories in which the Group operates, magazines and cover-mount products benefit from concessions, exemptions and/or reduced rates of VAT and sales tax. Any change to such concessions or exemptions, the interpretation of the laws which apply to them or the rates of tax imposed may have to be borne by Future or result in higher cover prices (which could lead to a fall in circulation volumes and consequently a fall in advertising yields) and/or a reduction in the net amount of sales revenues received by Future which, in either case, may have a material adverse effect on the Group's financial condition and results of operations.

Future has a standard listing pursuant to Chapter 14 of the Listing Rules which affords a shareholder a lower level of protection than a premium listing

The Ordinary Shares are listed on the Official List pursuant to Chapter 14 of the Listing Rules which sets out the requirements for standard listings. The standard listing regime provides shareholders with a lower level of regulatory protection than that afforded to shareholders in companies with a premium listing on the Official List. The Company is not subject to Chapters 7 to 13 of the Listing Rules and will not be required to comply with them by the UK Listing Authority.

The UK Listing Authority will not have the authority to monitor (and will not monitor) the Company's voluntary compliance with any of the Listing Rules with which the Company indicates that it intends to comply with on a voluntary basis and nor will it impose sanctions in respect of any breach of such requirements by the Company.

Future is a holding company and depends on its ability to receive funds from the Group's operating subsidiaries to meet financial obligations and for the payment of dividends on Ordinary Shares.

Future is a holding company that holds equity interests in the Future Group's operating subsidiaries. Future is therefore dependent on loans, dividends and other payments from subsidiaries to generate the funds necessary to meet financial obligations, including its debt service obligations, and for the payment of dividends on Ordinary Shares. Further, the payment of dividends is likely to be subject to the availability of distributable reserves.

Future's subsidiaries are legally distinct from Future and have no obligation to make funds available to Future. In addition, any payment of dividends, distributions, loans or advances to Future by its subsidiaries could be subject to legal or regulatory restrictions on dividends or restricted by the terms of their existing or future indebtedness. Payments to Future by its subsidiaries will also be contingent upon the subsidiaries' cash flows. The ability of Future's subsidiaries to generate sufficient cash flow from operations to allow them to make sufficient funds available to Future to make scheduled payments on its debt service obligations will depend on their future financial performance, which will be affected by a range of economic, competitive and business factors. There can be no assurances that the cash flow and earnings of the Group's operating subsidiaries and the amount that they are able to distribute to Future as dividends or otherwise will be sufficient for Future to satisfy its debt service obligations or for the payment of dividends on Ordinary Shares.

IMPORTANT INFORMATION

1. Consequences of a standard listing

Application will be made for the New Ordinary Shares to be admitted, to the Official List pursuant to Chapter 14 of the Listing Rules which sets out the requirements for standard listings. The Company intends to comply with the Listing Principles set out in Chapter 7 of the Listing Rules, notwithstanding that they only apply to companies which obtain a premium listing on the Official List. The Company will not, however, be formally subject to such Listing Principles and will not be required to comply with them by the UK Listing Authority.

In addition, as a company with a standard listing, the Company will not be required to comply with the provisions of, amongst other things:

• ● Chapter 8 of the Listing Rules regarding the appointment of a listing sponsor to guide the company in understanding and meeting its responsibilities under the Listing Rules in connection with certain matters. The Company has not appointed and does not intend to appoint such a sponsor in connection with Admission;
• ● certain aspects of Chapter 9 of the Listing Rules, including relating to carrying on an independent business and the requirement for a relationship agreement where there is a controlling shareholder;
• ● Chapter 10 of the Listing Rules relating to significant transactions;
• ● Chapter 11 of the Listing Rules regarding related party transactions;
• ● Chapter 12 of the Listing Rules regarding purchases by the Company of Ordinary Shares;
• ● Chapter 13 of the Listing Rules regarding the form and content of circulars to be sent to shareholders; and
• ● the UK Corporate Governance Code. However, the Company does, and intends to continue to, comply with the 'spirit' of the UK Corporate Governance Code.

It should be noted that the UK Listing Authority will not have the authority to monitor (and will not monitor) the Company's voluntary compliance with any of the Listing Rules or other standards with which the Company has indicated above that it intends to comply on a voluntary basis, nor to impose sanctions in respect of any breach of such requirements by the Company.

2. Presentation of financial information

The Company publishes its financial statements in pounds sterling ("£" or "sterling"). The abbreviation "£m" or "£ million" represents millions of pounds sterling, and references to "pence" and "p" represent pence in the UK.

The financial and other numerical information presented in a number of tables in this Prospectus has been rounded to the nearest whole number or the nearest decimal place. Therefore, the sum of the numbers in a column may not conform exactly to the total figure given for that column and may vary slightly from the exact arithmetic aggregation of the figures that precede them. In addition, certain percentages presented in the tables in this Prospectus reflect calculations based upon the underlying information prior to rounding, and, accordingly, may not conform exactly to the percentages that would be derived if the relevant calculations were based upon the rounded numbers.

These measures, by themselves, do not provide a sufficient basis to compare the Future Group's performance and financial position with those of other companies and should not be considered in isolation, as a substitute for revenue from properties, profit before tax, net assets or any other performance measure derived in accordance with IFRS or as an alternative to cash flow from operations as a measure of liquidity. These adjusted measures have been presented in this Prospectus because they are used by the Future Group in managing the Future's Group's business and to enable a more complete analysis of the Future Group's operating performance and financial position. For more information, see part 7 of this Prospectus.

3. International Financial Reporting Standards

As required by the Act and Article 4 of the European Union IAS Regulation, the consolidated financial statements of the Future Group and the Imagine Publishing Group are prepared in accordance with IFRS issued by the IASB and interpretations issued by the International Financial Reporting Interpretations Committee of the IASB as adopted by the European Union.

4. Forward-looking statements

This Prospectus includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "anticipates", "targets", "aims", "continues", "expects", "intends", "may", "will", "would" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Prospectus and include statements regarding the Group's and/or the Directors' and the Proposed Director's intentions, beliefs or current expectations concerning, among other things, the Group's results, operations, financial condition, prospects, growth strategies and the markets in which the Group operates. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. A number of factors could cause actual results and developments to differ materially from those expressed or implied by the forward-looking statements, including without limitation: conditions in the markets, the market position of the Group, earnings, financial position, return on capital, anticipated investments and capital expenditure, changing business or other market conditions and general economic conditions. These and other factors could adversely affect the outcome and financial effects of the events described herein and the Group. Forward-looking statements contained in this Prospectus based on these trends or activities should not be taken as a representation that such trends or activities will continue in the future.

These forward-looking statements are further qualified by risk factors disclosed in this Prospectus that could cause actual results to differ materially from those in the forward-looking statements. See part 2 of this Prospectus entitled "Risk Factors".

These forward-looking statements speak only as at the date of this Prospectus. Except as required by the Listing Rules, the Disclosure and Transparency Rules, the Prospectus Rules and any applicable law, the Company and/or the Directors and the Proposed Director, do not have any obligation to update or revise publicly any forward-looking statement, whether as a result of new information, further events or otherwise. Except as required by the Listing Rules, the Disclosure and Transparency Rules, the Prospectus Rules and any applicable law, the Company, the Directors and the Proposed Director expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained herein to reflect any change in the Company's and/or the Directors' and the Proposed Director expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this Prospectus might not occur. Prospective investors should specifically consider the factors identified in this Prospectus which could cause actual results to differ before making an investment decision. Investors and Shareholders should note that the contents of these paragraphs relating to forward looking statements are not intended to qualify the statements made as to the sufficiency of working capital in this Prospectus.

5. Market, economic and industry data

Market, economic and industry data used throughout this Prospectus is derived from various industry and other independent sources. The Company, the Directors and the Proposed Director confirm that such data has been accurately reproduced and, so far as they are aware and are able to ascertain from information published from such sources, no facts have been omitted which would render the reproduced information inaccurate or misleading.

6. Incorporation of information by reference

Parts 7 and 9 of this Prospectus include information incorporated by reference. The information incorporated by reference comprises the whole of the following:

● annual report and accounts of the Company for the year ended 30 September 2013 ("2013 Annual Report");

• ● annual report and accounts of the Company for the year ended 30 September 2014 ("2014 Annual Report");
• ● annual report and accounts of the Company for the year ended 30 September 2015 ("2015 Annual Report"); and
• ● unaudited 2016 interim results of the Company for the six month period ended 31 March 2016 ("2016 Interims"),

other than the following information which is itself incorporated by reference in the above documents (the "Daisy Chained Information"):

• ● page 24 of the 2014 Annual Report and 2015 Annual Report in relation to the terms of reference for the Audit Committee, Remuneration Committee and Nomination Committee;
• ● page 27 of the 2014 Annual Report and 2015 Annual Report in relation to investor relations and announcements;
• ● page 36 of the 2013 Annual Report in relation to the terms of reference for the Audit Committee, Remuneration Committee and Nomination Committee;
• ● page 40 of the 2013 Annual Report in relation to investor relations and announcements;
• ● page 20 of the 2016 Interims in relation to the list of directors being available on the website of the Company.

All of the information incorporated by reference in this Prospectus can be found at the websites of Future (www.futureplc.com/invest-in-future/). Other than the information incorporated by reference, the contents of the websites of Future (including any materials which are hyper-linked to such websites) and the Daisy Chained Information do not form part of this Prospectus and prospective investors should not rely on them other than to the extent expressly referred to in this Prospectus. The parts of such documents not incorporated by reference are either not relevant for any prospective investor or are otherwise covered elsewhere in this Prospectus.

7. Exchange rates

The Company publishes its financial statements in sterling.

8. Last Practicable Date

Unless otherwise indicated, the last practicable date for the inclusion of information in this Prospectus is at close of business on 17 October 2016.

9. References to defined terms

Certain terms used in this Prospectus, including certain capitalised terms and other terms, are defined and explained in part 12 of this Prospectus.

10. General notice

Nothing contained in this Prospectus is intended to constitute investment, legal, tax, accounting or other professional advice. This Prospectus is for prospective investors' information only and nothing in this Prospectus is intended to endorse or recommend a particular course of action. Prospective investors should consult with an appropriate professional adviser for specific advice rendered on the basis of their situation.

DIRECTORS, PROPOSED DIRECTOR, COMPANY SECRETARY AND ADVISERS

Directors	Peter Allen Zillah Byng-Thorne Hugo Drayton Penelope Ladkin-Brand Manjit Wolstenholme
Proposed Director	James Hanbury
Company Secretary	Penelope Ladkin-Brand
Broker/financial adviser to Future	Numis Securities Limited 10 Paternoster Square, London EC4M 7LT
Legal advisers to Future	Simmons & Simmons LLP CityPoint, One Ropemaker Street, London EC2Y 9SS
Reporting accountant (solely for the purpose of the pro forma) and auditor	PricewaterhouseCoopers LLP 2, Glass Wharf, Bristol BS2 0FR
Registrars	Computershare Investor Services plc The Pavilions, Bridgwater Road, Bristol BS13 8AE

INFORMATION ON THE GROUP

1. Introduction

The Future Group

Future is a media group and publishing company and produces print and digital publications, applications, websites and events. It is headquartered in Bath, UK and has operations in the UK, USA and Australia. Future is the parent company of the Group and has subsidiaries in the UK (including, following the Acquisition, Imagine), California USA, Germany and Guernsey.

The Imagine Publishing Group

Imagine, which is the ultimate parent company of the Imagine Publishing Group, is based in Bournemouth and is a publisher of special interest consumer magazines, bookazines, websites and apps/digital editions, predominately in the knowledge, history, games, technology, science and photography sectors. The Imagine Publishing Group also sells advertising space and licences its content to 19 international territories.

2. History

The Future Group

Future was founded by Chris Anderson in 1985 publishing one magazine, "Amstrad Action". Following a number of magazine launches in the gaming, technology, sports and craft sectors, by 1992, Future had 21 magazines and employed 300 staff. In 1994, Future was sold to Pearson New Entertainment for £52.5 million, but was subsequently bought back by Chris Anderson in 1998 for £142 million. Chris Anderson combined Future with his US games publisher Imagine Media (later renamed Future US), giving Future presence in both the UK and the US. The following year, Future listed on the London Stock Exchange with a market capitalisation of approximately £1 billion.

In 2000, Future launched its flagship gaming website, www.gamesradar.com and in 2007 its technology website, www.techradar.com was established. In 2008, Future expanded its global presence with the opening of its office in Australia.

Future expanded its event business by launching the award winning photography event, "The Photography Show" in 2014, which has been the foundation for strong growth in its events business.

Recent Acquisition and Disposal History

During the second half of 2014, Future underwent a transformation programme, during which the Company reduced the number of operating locations, rationalised overheads. It also disposed of its sport and crafts portfolios to Immediate Media, its automotive portfolio to Kelsey Media and its title 'Fast Bikes' to Mortons Media. The transformation led to the establishment of a new and re-focused growth strategy, a leaner and simplified business and a strengthened balance sheet.

In July 2015, Future acquired Net Communities, a B2B technology media publisher and first party UK advertising sales business selling advertising space on third party websites.

In November 2015, Future raised approximately £3.1m via an equity placing to accelerate its growth and profit generation, particularly in the Media Division.

In April 2016, Future acquired Noble House Media, a multi-platform publisher in the technology sector, particularly the mobile and wireless sectors. At the time of the acquisition, Noble House Media published consumer and trade magazines, and developed websites to complement the printed content. A summary of the agreement in relation to this acquisition is set out in part 11, paragraph 13.1 of this Prospectus.

In May 2016, Future acquired certain assets from Blaze, a magazine publisher and event organiser. The acquired assets included magazines and events in the music and field sports sectors. A summary of the agreement relating to this acquisition is set out in part 11, paragraph 13.2 of this Prospectus. A deferred element of up to £320,000 remains outstanding which is triggered upon the achievement of certain profit margins.

In June 2016, Future entered into the Share Purchase Agreement to acquire the Imagine Publishing Group. A summary of the Acquisition is set out in paragraph 3 of this part 5.

In July 2016, Future acquired a ten per cent. interest in National Game Fair Limited, in the business of providing an annual public event relating to countryside pursuit.

In August 2016, Future acquired Next Commerce, an Australian product comparison shopping network, which includes Getprice.com.au in Australia and Pricepanda.com in nine countries across South East Asia and other emerging markets. The acquisition will build on the success of Future's price comparison technology, Hawk, expanding reach in Australia and South East Asia. A summary of the agreement relating to this acquisition is set out in part 11, paragraph 13.3 of this Prospectus.

The Group continues to consider and explore further investment opportunities.

The Imagine Publishing Group

The history of the Imagine Publishing Group is set out in paragraph 3 of this part 5.

Recent Launches

The Future Group has launched a number of new activities including photography consumer event The Photography Show in March 2014, Crime Scene magazine in September 2015 and Professional Photography magazine in October 2015. In addition, the Imagine Publishing Group has launched a number of new magazines including World of Animals in November 2013, Raspi in August 2014, Real Crime in July 2015, Gadget in October 2015, History of Royals in April 2016 and Explore History in May 2016. In September 2014 Imagine acquired History of War magazine from Anthem Publishing.

3. The Acquisition

Introduction

On 23 June 2016, Future entered into the Share Purchase Agreement to acquire Imagine Publishing Group which is conditional on (amongst other things) Admission having occurred. Admission is the only condition to the Share Purchase Agreement which remains to be satisfied. A summary of the Share Purchase Agreement is set out in part 11, 13.1 of this Prospectus.

Imagine, which is the ultimate parent company of the Imagine Publishing Group, is based in Bournemouth and is a publisher of special interest consumer magazines, bookazines, websites and apps/digital editions, predominately in the knowledge, history, games, technology, science and photography sectors. The Imagine Publishing Group also sells advertising space and licenses its content to 19 international territories.

History of the Imagine Publishing Group

Imagine Publishing was formed in 2005 by Damian Butt, Steven Boyd and Mark Kendrick, all former directors of publishing companies. The Company was funded by private funds which included an investment by Edmund Truell, Chairman of Disruptive. The Imagine Publishing Group launched or acquired seven magazines in its first six months of trading.

In January 2006, Imagine Publishing acquired and continued the publication of 24 magazines from Highbury House plc, covering gaming, design, technology and photography sectors, with funding from August Equity. Since then the Imagine Publishing Group has grown through new launches and further acquisitions (Linux User & Developer, Total 911 and History of War).

The Imagine Publishing Group launched its first "bookazines" in 2006 and has since become a significant market player in this innovative print format. In 2009 the Imagine Publishing Group launched its most successful magazine, How It Works, and in the subsequent years created a knowledge magazine division comprising space, animals, war, royalty and history titles. In 2010, the Imagine Publishing Group bought out August Equity's equity share in the business and the Imagine Publishing Group launched 18 iPhone and iPad apps on the Apple newsstand and went on to expand its digital magazine range on Zinio, Google Play and Barnes & Noble Nook in 2012.

In 2013, Disruptive (formerly the Truell family) acquired a larger holding in the Imagine Publishing Group.

In 2014, the Imagine Publishing Group featured in the Sunday Times Profit Track 100 for the second year running.

Strategy

The Directors believe that the Acquisition strengthens the portfolio of the Group and offers synergistic benefits. There is a strong fit between the Imagine Publishing Group and Future magazine portfolios. The Imagine Publishing Group has well established titles in the knowledge and science sector, which includes general scientific content to specific content such as astronomy. The knowledge and science sector is one of the print sectors which has seen market growth in recent years. As a result of the Acquisition, the Future Group will have greater reach in the bookazine market and an enhanced online presence.

Adding portfolio enhancing brands will mean that the Future Group can achieve economies of scale through its core UK publishing operations and enhance operational profitability.

The Directors see the key benefits of the Acquisition as being:

• ● Significant potential cost synergies as the Imagine Publishing Group is integrated into Future's Magazine Division;
• ● Significant cash generation which can be deployed into the core growth areas of the business; and
• ● Material earnings enhancement for Future shareholders.

The Acquisition will also complement and strengthen Future's Media Division. The Imagine Publishing Group has a website portfolio focused on the technology, games, photography and knowledge and science sectors which deliver over 2.5 million impressions per month. This will complement Future's current online media operations, and the Directors believe economies of scale can be leveraged to drive improved performance.

Refinancing related to the Acquisition

Subject to all of the conditions to the Acquisition being satisfied, save for Admission, the Company is entering into a new banking facility pursuant to the terms of the Facilities Agreement (the "New Facility"). The New Facility will have committed total facilities of £14.0 million, comprising a committed acquisition loan of £8.5 million plus a working capital facility of £3.5 million and a £2 million overdraft facility, all of which are with the Bank.

A summary of the Facilities Agreement is set out in part 11, paragraph 13.6 of this Prospectus.

Revenue of the Imagine Publishing Limited

A summary of Imagine Publishing Limited's revenue is set out in paragraph 4 of this part 5.

Integration plan

On Completion, the Imagine Publishing Group will be merged into Future's Magazine Division in a staged process, with the senior management of Imagine playing senior roles within the Group and single teams being created for production and corporate functions. This will allow Future to focus on delivering economies of scale and efficiencies across the business as rapidly as possible which are expected to produce cost savings in the region of £3 million. It is anticipated that the Imagine Publishing Group will be fully integrated within 12 months of Completion. A summary of the Group's Magazine Division (which will include the Imagine Publishing Group after Completion) is set out in paragraph 4 of this part 5.

Costs and expenses of the Acquisition

The total costs and expenses of, and incidental to, the Acquisition and the New Facility payable by the Group are estimated to amount to £2.5 million (excluding VAT, stamp duty and other taxes).

4. The Group's business and principal activities

Operations and principal activities

The Future Group is a multi-media content business organised into two divisions:

Media Division

The Future Group's Media Division hosts a number of global B2C and B2B websites upon which it sells advertising space and collects affiliate marketing income, notably in the technology, games and entertainment sectors. The Future Group's Media Division also hosts events in the areas in which it has expertise.

Website advertising includes both first party advertising sales (which are sold directly to a client or agency) and third party advertising sales, such as a type of digital advertising called 'programmatic' (which are sold via advertising exchange networks).

The Future Group generates affiliate marketing revenue through third party merchants and affiliate partner links provided on Future's websites in relation to products relevant to the content. Future receives a commission from any sales that the merchant receives as a result of users clicking on the affiliate link to make a purchase on the merchant website.

The Future Group also generates e-commerce revenue from selling products directly on its websites, including merchandise and gift packs and downloads of software and PC games.

The Future Group generates some revenue from lead generation through its B2B website www.Itproportal.com. This can include the creation of whitepapers, how-to videos and case studies to target a particular audience set in order to collect user data sets (most commonly used email addresses, job titles and telephone numbers). Future charges clients for the data sets on a cost per lead basis.

The Future Group also hosts events for which it sells tickets, advertising and sponsorship and stand sales.

Magazine Division

The Magazine Division (including, following the Acquisition, the Imagine Publishing Group) publishes a number of special interest magazines and bookazines in both print and digital format in the technology, games, entertainment, music, photography, knowledge, history, science and field sports sectors. It sells advertising space in its magazines and sells opportunities to license the content of its magazines to overseas publishers and through websites which aggregate content on the same topic from multiple sources. It also produces bookazines and offers contract publishing to produce magazines, websites and social media posts on behalf of third parties.

Revenue is generated through print and digital copy sales of the magazines and bookazines. Single print copies are purchased in the UK on newsstands, in WH Smith, high street and travel stores, supermarkets and independent newsagents, as well as being exported to be sold on newsstands outside of the UK. Print single issues including back issues can be purchased on the Future Group's own websites www.favouritemagazines.co.uk and www.imagineshop.co.uk. Digital single copies and subscriptions are purchased through digital newsstands such as Apple, Google Play, Zinio, Readly and Amazon. Print subscriptions can be purchased through www.myfavouritemagazines.co.uk and www.imaginesubs.co.uk or by phone or mail order.

The Future Group sells advertising space in its magazines which includes display advertising, classified advertising and inserts.

The Future Group generates licensing revenue by licensing its brands and/or the content of its magazines to overseas publishers and through websites which aggregate content on the same topic from multiple sources.

The Future Group operates a contract publishing business. This generates revenue by charging contract publishing fees to third party companies to produce magazines, websites and social media posts on the third party company's behalf.

The Future Group has a digital magazine and app service business called FutureFolio Limited. This generates revenue by charging contract fees to third party companies to create digital magazines and apps on their behalf using Future's proprietary digital publishing software, 'FutureFolio'.

New products and services

As well as the acquisitions of Net Communities, Noble House Media and Blaze detailed in paragraph 2 of this part 5, the Future Group has launched a number of new brands since October 2013 including photography consumer event The Photography Show in March 2014, Crime Scene magazine in September 2015 and Professional Photography magazine in October 2015. It also re-launched Comic Heroes magazine in October 2015. In addition, the Imagine Publishing Group launched a number of new magazines including World of Animals in November 2013, Real Crime in July 2015, Gadget in October 2015, History of Royals in April 2016 and Explore History in May 2016. In September 2014 Imagine acquired History of War magazine from Anthem Publishing.

Over the last three years the Future Group has established a material new revenue stream from e-commerce, which is mainly from affiliate marketing revenue. The majority of this revenue comes from its consumer technology website www.techradar.com. Future also began selling PC game downloads around October 2015 through its online games store www.store.goldenjoysticks.com.

Although Future has run events for a number of years the last three years has seen events develop into a significant revenue stream, particularly with the launch of The Photography Show and expanding its creative design event Generate into a global franchise.

Principal markets

The Future Group competes in the B2C and B2B magazine and bookazine publishing markets, the website publishing market, and the events market.

The Future Group publishes magazines and bookazines in the technology, games and entertainment, design, photography, music, knowledge, history, science and country sports sectors.

The Future Group operates in the United States and in Australia and publishes local magazines, bookazines and websites and hosts events in the technology and games sectors. The Future Group exports and licences its magazines and bookazines for sale in a number of countries outside the UK.

The Future Group's technology portfolio (i.e. magazines, bookazines and websites) covers topics ranging from broader consumer technology and gadgets to specialist subjects like Linux and Mac. The games and entertainment portfolio covers all major game platforms, including PlayStation, Xbox and PC games, as well as film and television. The design portfolio covers web design, graphic design and three-dimensional arts. The photography portfolio covers general camera content and brand specific content like Nikon and Canon. The music portfolio cover music instrument playing and covers guitars, drums and computer music. Future also acquired from Blaze a portfolio of magazines in the field sports sector which covers shooting and archery. Further information on this acquisition is referred to in paragraph 2 of this part 5.

The table below shows Future's continuing revenue by segment, type and geography for each of the three financial years ended 30 September 2015, 30 September 2014 and 30 September 2013.

Future continuing operations
Year ending 30 September	2015	2014	2013
	£m	£m	£m
Revenue by business segment
Technology	19.7	20.0	23.6
Games and Entertainment1	25.7	29.0	43.1
Photography and Creative	13.6	16.2	16.6
Other	1.7	1.6	0.0
Revenue between segments	(0.9) –––––––––––	(0.8) –––––––––––	(0.7) –––––––––––
	59.8	66.0	82.6
Revenue by type
Digital and diversified	28.1	27.3	30.4
Print	31.7 –––––––––––	38.7 –––––––––––	52.2 –––––––––––
	59.8	66.0	82.6
Revenue by geography
UK	47.3	53.1	63.3
US	13.4	13.7	20.0
Revenue between segments	(0.9) –––––––––––	(0.8) –––––––––––	(0.7) –––––––––––
Total continuing operations	59.8 ––––––––––––––––––––––	66.0 ––––––––––––––––––––––	82.6 ––––––––––––––––––––––

¹ Games and Entertainment segment in 2013 included the Music Listening Portfolio ('Classic Rock' and 'Metal Hammer') which was sold in April 2013.

Source: Statutory Accounts of the Future Group for the year ended 30 September 2015

The table below shows Imagine Publishing Limited's revenue from its magazine publishing activities by geography for each of the three financial years ended 31 March 2016, 31 March 2015 and 31 March 2014.

Imagine Publishing Limited continuing operations

Year ending 31st March	2016	2015	2014*
	£m	£m	£m
Revenue by geography UK Rest of World	7.7 8.7	8.0 8.2	9.1 8.4
Total continuing operations	–––––––––––	–––––––––––	–––––––––––
	16.4	16.1	17.5
	––––––––––––––––––––––	––––––––––––––––––––––	––––––––––––––––––––––

* Imagine was incorporated in 2014 and so figures from this year are from the trading entity, Imagine Publishing Limited Source: Statutory accounts of the Imagine Publishing Group for the year ended 31 March 2016, 31 March 2015 and statutory accounts of Imagine Publishing Limited for the year ended 31 March 2014*

Exceptional factors

The Future Group underwent a major restructuring programme in the second half of 2014 during which it reduced the number of operating locations in the UK from four to two main offices, rationalised overheads, reduced headcount and sold the Sport and Crafts portfolios to Immediate Media, and the Automotive portfolio to Kelsey Media.

At the start of the 2016 financial year Future reorganised its business into two new divisions, Media and Magazine, to enable a more efficient operating model to be employed in each division, reflecting their different market dynamics.

Competitive position

The Future Group is a significant player in the digital media market, with a substantial online presence in the technology and games & entertainment sectors. The Future Group's online technology network is the largest in the UK1, with its leading technology website, Techradar.com, attracting over 18 million unique users a month. In the games & entertainment sector, Gamesradar.com and PCGamer.com are global brands and PCgamer.com is the leading PC gaming website in the UK, US and Australia2. Future's creative & design website, Creativebloq.com, is the number one design content website in the UK3. The Group successfully tailors its content by using data to ensure it best suits the needs of the consumer, places it ahead of its UK online technology competitors. The Group has its own proprietary price comparison technology which gives it a strong position in the UK online technology market compared to many other large consumer technology websites.

The Future Group is one of the significant specialist magazine and bookazine publishers in the UK with a portfolio covering nine different sectors and titles available in print and digital formats. Future is a market leader for bookazines in the UK4. Additionally Future is the second largest publisher of digital magazines in the UK by circulation in 20155.

The Future Group operates a highly successful events business and its award winning photography event, The Photography Show, is the UK's largest event for enthusiast and professional photographers. Future also builds on its global PC gaming brands with PC gaming events, hosting the PC Gaming Show at E3 in the US and the PC Gamer Weekender in London, launched this year.

5. Strategy

The Future Group's strategy is to provide content that connects, sharing knowledge and expertise with others to make it easier and more fun for them to do what they want. The Future Group focuses on reviews and how-to's which it monetises through advertising, e-commerce and events and on high quality specialist magazines and bookazines which it sells in print and digital format.

The Media Division, underpinned by global brands, is focused on building fast-growing digital and diversified revenues. The Future Group has invested in the rapidly growing revenue streams of e-commerce and events and continues to innovate in digital advertising.

The Future Group's strategy for its Magazine Division is to increase product on sale through new low cost innovations and launches, whilst tightly managing the cost base through efficiency and excellence of operations. The Group aims to deliver improved financial performance through optimising its business model, thus managing the underlying structural decline in the magazine industry. A key component of this entails improving operational efficiency, increasing the Future Group's scale and diversifying the Group's revenues to enhance margins. The magazine market is currently fragmented and the Acquisition provides the opportunity to acquire a business which operates in both existing and new verticals.

The strategic reasons for and benefits of the Acquisition are set out in paragraph 3 of this part 5.

6. Directors

Zillah Byng-Thorne and Penny Ladkin-Brand, being the executive members of the Board, are responsible for the key strategic decisions of the Company.

On Admission, the Directors, their profiles and their functions will comprise (for all of whom the business address is Quay House, The Ambury, Bath BA1 1UA):

Peter Allen (Chairman)

Peter was named Chairman in August 2011. He was Chief Financial Officer of Celltech Group plc between 1992 and 2004. In 2003 he was also appointed Deputy Chief Executive Officer of Celltech until the company

¹ comScore, based on monthly UK unique visitors

² comScore and Nielsen, based on monthly UK, US and Australian unique visitors

³ comScore, based on monthly UK unique visitors

⁴ Based on UK newsstand copy sales in 2015

⁵ ABC 2015, based on total circulation

was sold in 2004. He was Chief Financial Officer of the electronics company Abacus Group plc from 2005 until the company was sold to Avnet Inc in January 2009. Peter is currently Chairman of Clinigen plc, Advanced Medical Solutions Group plc, Oxford Nanopore Technologies Limited and Diumai Limited.

Zillah Byng-Thorne (Chief Executive)

Zillah was appointed as Chief Executive on 1 April 2014. She joined Future in November 2013 as Chief Financial Officer and Company Secretary. Prior to her appointment to the Board, she was Chief Financial Officer of Trader Media Group (owner of Auto Trader), from 2009 to 2012, and interim Chief Executive Officer of Trader Media from 2012 to 2013. Before this, Zillah was Commercial Director and Chief Financial Officer at Fitness First Limited and Chief Financial Officer of the Thresher Group. Zillah is currently a non-executive director of PaddyPowerBetfair plc and Verastar Ltd.

Penelope Ladkin-Brand (Chief Financial Officer and Company Secretary)

Penny was appointed as Chief Financial Officer and Company Secretary on 3 August 2015, having joined the business as interim Chief Financial Officer in June 2015. Prior to this she was Commercial Director at AutoTrader Group plc. Penny is a chartered accountant with a background in digital media and expertise in digital monetisation models.

Manjit Wolstenholme (Senior independent non-executive)

Manjit joined Future as the senior non-executive director in February 2011. She is Chairman of Provident Financial plc and CALA Group, and a non-executive director of Unite Group plc and Aviva Investors. After qualifying as a chartered accountant in 1988 with PricewaterhouseCoopers, Manjit spent 13 years with Dresdner Kleinwort, latterly as co-head of investment banking including more than a decade specialising in the media sector. She was a partner at Gleacher Shacklock from 2004 to 2006.

Hugo Drayton (Independent non-executive)

Hugo joined Future on 1 December 2014. He is Chief Executive Officer of the advertising technology business, InSkin Media. Prior to ISM, he spent two years as Chief Executive Officer of behavioural targeting specialist, Phorm, following two years as European Managing Director of Advertising.com. He spent 10 years at The Telegraph Group, as Group Managing Director, and previously as Marketing & New Media Director. Hugo is a trustee of the British Skin Foundation, chaired the British Internet Publishers' Alliance, and is a regular contributor to trade press and publishing conferences.

James Hanbury (Non-executive)

James was the founder and group managing director of Incisive Media between 1994 and 2013. He acted as non-executive chairman for Mujo Mechanics between 2013 and 2014. Since 2013, James has acted as a strategy consultant for the Cavendish Group. Since 2014, James has been a non-executive chairman of Imagine and more recently, has also advised the Imagine Publishing Group in the capacity of consultant on its global reach, digital business and on growing its advertising revenues. It is a term of the Acquisition that Disruptive Capital together with its chairman, Edmund Truell, and his connected persons will have the right to appoint a non-executive director to the Board for as long as, between them, they own at least 10 per cent. of the share capital of Future. James will be the first such appointee and will be appointed to the Board as deputy-chairman on Admission.

7. Current trading and prospects

In November 2015, the Group was reorganised into two new divisions, Media and Magazine, to enable a more efficient operating model to be employed in each division, reflecting their different market dynamics. The Media Division, underpinned by global brands, is focused on building fast-growing digital and diversified revenues. The Magazine Division is focused on efficiency and excellence of operations. On 7 October 2016 the Company published a pre-closing trading update for the 12 months to 30 September 2016, in which the Company reported that overall trading for the year has been positive and is expected to be in line with the Board's expectations, and that cash conversion has improved with year-end cash ahead of expectations, ending the year with a small net cash position. The current trading and prospects of each of the two divisions are summarised below.

Magazine Division

The Magazine Division tightly manages the cost base of the magazine portfolio of the Group, whilst optimising the portfolio through new propositions and re-launches where the opportunity exists. Further information on the Magazine Division's strategy is set out in paragraph 5 of this part 5.

The Future Group has taken advantage of a fragmented market through selective acquisitions of a number of complementary titles to the existing portfolio and the addition of a new portfolio to cover the field sports market. As well as strengthening the Group's magazine portfolio, these acquisitions offer synergistic benefits to the Group and allow the Magazine Division to benefit from economies of scale. Further information on recent acquisitions is set out in paragraph 2 of this part 5.

The Group launched new titles in the interim period ended 30 March 2016, including Professional Photography in October 2015 and "Colour Calm Presents Dot 2 Dot", responding to changes in demand in the market. "Official Xbox" and "Comic Heroes" were re-launched in April 2016 and October 2015 respectively. "Total Film" magazine was also re-launched in June 2016.

The Group also completed a comprehensive review of its procurement processes in the Magazine Division which identified approximately £0.5m of annualised savings which it is expected will be realised by the end of the financial year ending 30 September 2017. Through the procurement process, Future has paper costs under contract until 31 March 2017.

The Magazine Division continues to experience decline in line with market trends whilst seeking tactical opportunities. Children's magazines are one area of growth on the newsstand and in July 2016, Future launched "Minecraft Mayhem", a minecraft magazine targeted at children between the ages of 6 and 10. Tests of two other children's titles in the "comic hero" and "gaming" space were also run during the summer of 2016.

The majority of the magazine portfolio operates on a 13 issue per annum cycle with a publication released every four weeks resulting in two issues going on sale within one month once per annum. A number of these "double issues" fall in the summer period seeking to maximise the seasonal uplift in volume around the holiday period. Future also benefits from an up-lift in volume in its gaming titles following on from E3, the electronic entertainment event hosted annually in Los Angeles in June, where new games and console launches are announced. "Total Film" magazine also benefits from a seasonal uplift in the summer as a number of the blockbuster films are launched or announced over this period.

There also tends to be a seasonal spike in volumes in the run-up to the Christmas period as consumers start to think about Christmas gifting and as demand increases over the holiday period.

Media Division

The Media Division is based around its global brands. The most significant in the portfolio are "Techradar", a consumer technology site which reaches over 18 million unique users a month (based on the period between August 2015 to July 2016), "PC Gamer" the only global website specifically targeted at PC Gamers, reaching approximately 8.8 million online users per month (based on the period between July 2015 to July 2016) and "GamesRadar+", a games and entertainment site which in December 2015 had its strongest month to date, reaching approximately 11.4 million users and 103 million page views.

The strategy of the division is to leverage the connection with the audience to monetise the consumer's need following a diversified revenue strategy. The audience connection can be measured though the Group's social media reach across Facebook, YouTube and Twitter and continues to grow, reaching approximately 22.3 million people in March 2016, up 25 per. cent compared to the previous year. The three main revenue streams in the division are digital advertising, events and e-commerce.

There are a number of events in the division however the most significant of these is "The Photography Show", a consumer and professional photography event, which is currently held in the UK, "The Golden Joysticks" a game award ceremony voted for by the public, the "PC Gaming Show" and a series of events branded "Generate" focused around computer design.

"The Photography Show" last took place in March 2016, attracting over 30,000 visitors with its contribution increasing by 17 per cent. In June 2016, Future ran the second PC Gaming Show at E3, a trade event for PC Gamers now in its second year of running. The event was a great success with live streaming on Twitch resulting in 449,000 views. Overall events revenue has increased by 13 per cent. as at 31 March 2016 (on a year on year basis when compared to the period ended 31 March 2015).

Over the past 18 months, the Group has developed and built its own proprietary e-commerce engine, "Hawk". Hawk, which is scalable across multiple brands and products, provides real-time pricing information on over 160 million product offerings covering the majority of consumer products in North America and Western Europe. Future delivers the product and pricing information based on an algorithm to determine the best matching product from its database. Hawk has now achieved scale generating over £85 million of gross revenue for its merchant and affiliate partners in the last 12 months.

A spike in revenue is seen each year around the "Black Friday" period in November with Future being well placed to target deals in the technology sector. A smaller but nonetheless successful "Amazon Prime" day took place in July 2016.

Digital advertising is going through a certain amount of structural change as a number of customers and agencies move towards delivering advertising programmatically, combined with a general slowdown in the UK market due to the European referendum. The Group is well placed to manage these headwinds, having invested early in staff and training on the new digital advertising technology stack in preparation for selling the first guaranteed programmatic buy outside of the US. Also, the Group has the benefit of a global sales teams selling into both the UK and US markets.

Annually, September is a significant period for digital advertising for the Group with a spike in volumes surrounding the launch of the new i-phone.

The Group has developed a single proprietary platform to manage its brands' websites and over the past 18 months has migrated all core brands onto this platform, allowing scalable development of template changes and new ad formats. The Group is now in the process of rolling out a new unified "content management system" across the division. This means that the published content is swiftly and efficiently managed and the content can be shared more easily across the Group.

8. Dividend policy

Future does not operate a formal dividend policy and the payment of dividends is discretionary.

No dividend was paid out in respect of the last two financial years. The last dividend paid out was in respect of the financial year ended 30 September 2013, in respect of which Future paid a dividend of 0.2 pence per Ordinary Share.

The Board intends to consider the Company's payment of dividends from time to time in light of the actual results of the Company.

SELECTED FINANCIAL INFORMATION

Selected historical financial information regarding Future which summarises the results of operations and financial condition of the Future Group for the three financial years ended 30 September 2015, 30 September 2014 and 30 September 2013 as well as the interim period for the six months ended 31 March 2016, prepared using International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and the International Financial Reporting Interpretations Committee's (IFRIC) interpretations as adopted by the European Union, applicable as at each accounts date is set out below.

Future plc Consolidated Income Statement

The results for the years ended 30 September 2013, 2014 and 2015 are audited. The results for the periods ended 31 March 2015 and 2016 are unaudited.

Continuing operations Revenue	12 months to 30 Sept 2015 £m 59.8 –––––––––––	12 months to 30 Sept 2014 £m 66.0 –––––––––––	12 months to 30 Sept 2013 £m 82.6 –––––––––––	6 months to 31 March 2016 £m 30.2 –––––––––––	6 months to 31 March 2015 £m 30.8 –––––––––––
Operating profit/(loss) before depreciation, amortisation, exceptional items and
impairment of intangible assets Depreciation Amortisation Exceptional items Impairment of intangible assets	3.6 (0.5) (2.3) (2.5) –	(7.0) (1.0) (2.3) (7.5) (16.8)	(0.5) (0.9) (2.0) 2.6 –	1.8 (0.2) (1.0) (0.5) –	1.8 (0.2) (1.2) (1.4) –
Operating loss Finance income Finance costs	(1.7) – (0.6) –––––––––––	(34.6) 0.2 (1.0) –––––––––––	(0.8) 0.8 (2.2) –––––––––––	0.1 – (0.4) –––––––––––	(1.0) 0.1 (0.4) –––––––––––
Net finance costs	(0.6) –––––––––––	(0.8) –––––––––––	(1.4) –––––––––––	(0.4) –––––––––––	(0.3) –––––––––––
Loss before tax Tax on loss	(2.3) 0.3 –––––––––––	(35.4) 0.5 –––––––––––	(2.2) (0.1) –––––––––––	(0.3) – –––––––––––	(1.3) 0.4 –––––––––––
Loss for the year from continuing operations Discontinued operations Profit for the year from discontinued	(2.0)	(34.9)	(2.3)	(0.3)	(0.9)
operations	0.7 –––––––––––	1.0 –––––––––––	6.6 –––––––––––	– –––––––––––	– –––––––––––
Loss for the year attributable to owners of the parent	(1.3) ––––––––––––––––––––––	(33.9) ––––––––––––––––––––––	4.3 ––––––––––––––––––––––	(0.3) ––––––––––––––––––––––	(0.9) ––––––––––––––––––––––

Future plc Consolidated balance sheet

The balance sheet as at each of the years ended 30 September 2013, 2014 and 2015 is audited. The balance sheet as at each of the periods ended 31 March 2015 and 2016 is unaudited.

	30 Sept 2015	30 Sept 2014	30 Sept 2013	31 March 2016	31 March 2015
Assets	£m	£m	£m	£m	£m
Non-current assets
Property, plant and equipment	0.6	1.0	2.5	0.7	0.8
Intangible assets – goodwill	40.9	40.9	86.3	40.9	40.9
Intangible assets – other	2.9	3.5	3.5	2.8	3.2
Deferred tax	0.5 –––––––––––	0.5 –––––––––––	0.4 –––––––––––	0.5 –––––––––––	0.6 –––––––––––
Total non-current assets	44.9 –––––––––––	45.9 –––––––––––	92.7 –––––––––––	44.9 –––––––––––	45.5 –––––––––––
Current assets
Inventories	0.5	0.6	1.9	0.4	0.4
Financial assets – derivatives	–	–	0.4	–	–
Corporation tax recoverable Trade and other receivables	1.2 15.3	1.2 12.8	– 21.4	1.1 12.4	1.4 11.1
Cash and cash equivalents	2.5	7.5	4.6	2.9	4.7
Non-current assets classified as
held for sale	– –––––––––––	0.8 –––––––––––	– –––––––––––	– –––––––––––	– –––––––––––
Total current assets	19.5 –––––––––––	22.9 –––––––––––	28.3 –––––––––––	16.8 –––––––––––	17.6 –––––––––––
Total assets	64.4 –––––––––––	68.8 –––––––––––	121.0 –––––––––––	61.7 –––––––––––	63.1 –––––––––––
Equity and liabilities Equity
Issued share capital	3.3	3.3	3.3	3.7	3.3
Share premium account	24.8	24.8	24.8	27.6	24.8
Merger reserve	109.0	109.0	109.0	109.0	109.0
Treasury reserve	(0.3)	(0.3)	(0.3)	(0.3)	(0.3)
Cash flow hedge reserve Accumulated losses	– (105.4)	– (104.2)	0.2 (69.6)	(105.3)	(105.0)
Total equity	––––––––––– 31.4	––––––––––– 32.6	––––––––––– 67.4	––––––––––– 34.7	––––––––––– 31.8
	–––––––––––	–––––––––––	–––––––––––	–––––––––––	–––––––––––
Non-current liabilities Financial liabilities – interest bearing
loans and borrowings	–	–	–	0.1	–
Corporation tax payable	3.5	4.4	5.2	3.1	3.9
Deferred tax	0.7	0.7	1.2	0.7	0.7
Provisions	2.1	2.8	1.5	1.4	2.6
Other non-current liabilities	0.8 –––––––––––	1.2 –––––––––––	1.5 –––––––––––	0.6 –––––––––––	1.1 –––––––––––
Total non-current liabilities	7.1 –––––––––––	9.1 –––––––––––	9.4 –––––––––––	5.9 –––––––––––	8.3 –––––––––––
Current liabilities
Financial liabilities – interest-bearing
loans and borrowings	4.3	–	11.5	2.2	–
Financial liabilities – derivatives		0.2
Trade and other payables Corporation tax payable	20.7 0.9	25.9 1.2	31.6 0.9	18.0 0.9	22.1 0.9
Total current liabilities	––––––––––– 25.9	––––––––––– 27.1	––––––––––– 44.2	––––––––––– 21.1	––––––––––– 23.0
Total liabilities	––––––––––– 33.0	––––––––––– 36.2	––––––––––– 53.6	––––––––––– 27.0	––––––––––– 31.3
Total equity and liabilities	––––––––––– 64.4	––––––––––– 68.8	––––––––––– 121.0	––––––––––– 61.7	––––––––––– 63.1
	––––––––––––––––––––––	––––––––––––––––––––––	––––––––––––––––––––––	––––––––––––––––––––––	––––––––––––––––––––––

Future plc Consolidated cash flow statement

The cash flows for the years ended 30 September 2013, 2014 and 2015 are audited. The results for the periods ended 31 March 2015 and 2016 are unaudited.

	12 months to 30 Sept 2015 £m	12 months to 30 Sept 2014 £m	12 months to 30 Sept 2013 £m	6 months to 31 March 2016 £m	6 months to 31 March 2015 £m
Cash flows from operating activities
Cash used in operations	(7.5)	(0.3)	4.3	1.0	(2.0)
Tax received Interest paid	0.5 (0.6)	– (1.0)	0.1 (1.2)	0.1 (0.2)	(0.4)
Tax paid	(1.0)	(1.5)	(1.8)	(0.4)	(0.5)
Net cash used in operating activities	––––––––––– (8.6) –––––––––––	––––––––––– (2.8) –––––––––––	––––––––––– 1.3 –––––––––––	––––––––––– 0.5 –––––––––––	––––––––––– (2.8) –––––––––––
Cash flows from investing activities Purchase of property, plant and
equipment	(0.2)	(0.4)	(0.6)	(0.1)	(0.1)
Purchase of computer software and website development	(1.8)	(2.2)	(2.3)	(0.9)	(1.1)
Purchase of share in associate Disposal of property, plant and	–	(0.2)	–	–	–
equipment	1.2	–	10.3	–	1.2
Disposal of magazine titles and
trademarks Costs of business disposals	0.1 –	22.3 (1.0)	(1.1) –	– –	– –
Net cash (used in)/generated from investing activities	––––––––––– (0.7) –––––––––––	––––––––––– 18.5 –––––––––––	––––––––––– 6.3 –––––––––––	––––––––––– (1.0) –––––––––––	––––––––––– – –––––––––––
Cash flows from financing activities			–
Proceeds from ordinary share issue	–	–	–	3.3
Costs of share issue	–	–	–	(0.2)
Draw down of bank loans Repayment of bank loans	3.5 –	3.8 (15.6)	26.0 (36.7)	1.7 (4.5)	– –
Bank arrangement fees	(0.2)	(0.5)	(0.6)	–	–
Repayment of finance leases	–	–	(0.1)	–	–
Equity dividends paid	– –––––––––––	(0.7) –––––––––––	– –––––––––––	– –––––––––––	– –––––––––––
Net cash generated from/(used in) financing activities	3.3 –––––––––––	(13.0) –––––––––––	(11.4) –––––––––––	0.3 –––––––––––	– –––––––––––
Net (decrease)/increase in cash and cash equivalents	(6.0)	2.7	(3.8)	(0.2)	(2.8)
Cash and cash equivalents at beginning of year	7.5	4.6	8.5	1.6	7.5
Exchange adjustments	0.1 –––––––––––	0.2 –––––––––––	(0.1) –––––––––––	– –––––––––––	– –––––––––––
Cash and cash equivalents at end of year	1.6	7.5	4.6	1.4	4.7
Amount attributable to continuing operations	––––––––––– 1.6	––––––––––– 7.5	––––––––––– 4.6	––––––––––– 1.4	––––––––––– 4.7

Further information in respect of the results, cash flows and financial position in respect of the above periods is set out below:

Revenue for interim results

Group revenue in the period ended 31 March 2016 was £30.2m (2015: £30.8m, 2014: £35.8m) as Future continues to manage the decline in print whilst taking advantage of digital opportunities to increase Media revenues.

UK revenue was £23.6m in the period ended 31 March 2016 (2015: £24.8m, 2014: £29.0m) and US revenue was £7.2m (2015: £6.3m, 2014: £7.1m).

In 2016 the Group re-organised into 2 divisions, Media and Magazine and no longer reported the split between digital and diversified and print as it had previously.

Media

Media revenue increased by 15 per cent. to £13.2m in the period ended 31 March 2016, driven by the Group's fast growing revenue streams; e-commerce, events and digital display advertising. Media revenues now make up 44 per cent. of total revenue.

In the UK, revenues increased by 13 per cent. to £8.7m in the period ended 31 March 2016 (2015: £7.7m), this was driven by the new revenue streams, with e-commerce growing 275 per cent. and events revenue increasing by 13 per cent.

The US also experienced strong growth in revenues, which were up 25 per cent. year-on-year to £5.0m in the period ended 31 March 2016 (2015: £4.0m), with revenue from affiliates being the biggest driver of this growth.

In the UK in the period ended 31 March 2015, the Media business and had strong growth in events. Over 30,000 consumers and professionals attended The Photography Show at Birmingham's NEC, generating £2.0m in revenue.

In the US, although digital and diversified revenues were down in the period ended 31 March 2015 as the result of exiting some low margin activities, a digital display advertising and e-commerce revenues grew by 40 per cent. and 100 per cent. respectively year-on-year with 2014. Digital and diversified revenues accounted for 68 per cent. of US in the period ended 31 March 2015 revenues (up from 63 per cent. in 2014).

Magazine

Magazine revenue, as expected, declined to £17.0m in the period ended 31 March 2016 (2015: £19.3m) reflecting the market's overall structural decline.

Circulation revenue overall fell by 30 per cent. in the period ended 31 March 2015. Print advertising, despite a decline in print core content revenue, was static year-on-year, demonstrating the Group's ability to leverage its specialised content.

Overall

The Group's focus in the period ended 31 March 2016 is on building recurring revenue streams, which have annuity like qualities. These encompass e-commerce and subscriptions, and now represent 25 per cent. of the Group's total revenue (2015: 21 per cent.).

The historic split between Digital and Diversified and Print is included below for completeness. In the period ended 31 March 2015 Digital and diversified revenues represented 50 per cent. of Group revenues, up from 42 per cent. in the prior year, driven by continued growth in e-commerce, events and digital display advertising, three areas of strategic importance.

	Six months	Six months
	ended	ended
	31 March	31 March
	2015	2014
	£m	£m
Digital and Diversified	15.3	15.0
Print	15.5 –––––––––––	20.8 –––––––––––
Total revenue	30.8 ––––––––––––––––––––––	35.8 ––––––––––––––––––––––

Revenue for annual results

Group revenue was £59.8m in the year ended 30 September 2015 (2014: £66.0m, 2013: £82.6m) reflecting the continued decline in Print revenues. In the year ended 30 September 2015 UK revenue was £47.3m (2014: £53.1m, 2013: £63.3m) and in the US £13.4m (2014: £13.7m, 2013: £20.0m).

Digital and Diversified revenues represented 47 per cent. of Group revenues in the year ended 30 September 2015, up from 41 per cent. in 2014 and 37 per cent. in 2013, driven by strong growth in events and ecommerce, two areas of strategic importance.

The table below shows the split between Digital and Diversified and Print revenue for each of the years ended:

	Year ended	Year ended 30 September 30 September 30 September	Year ended
	2015	2014	2013
	£m	£m	£m
Digital and Diversified	28.1	27.3	30.4
Print	31.7	38.7	52.2
Total revenue	––––––––––– 59.8 ––––––––––––––––––––––	––––––––––– 66.0 ––––––––––––––––––––––	––––––––––– 82.6 ––––––––––––––––––––––

In the UK, Digital and Diversified revenues increased by 2 per cent. in the year ended 30 September 2015 (2014: decrease of 3 per cent.) with significant growth in events and ecommerce being partly offset by a decline in digital editions of magazines. In only its second year in the year ended 30 September 2015, the Photography Show at Birmingham's NEC generated revenue growth of over 40 per cent. year-on-year (2014: generated £1.4m of revenue and 2013: £nil), which partially offset the continued decrease in print revenue in the years shown.

Digital advertising in the UK represented 71 per cent. (2014: 63 per cent., 2013: 58 per cent.) of UK advertising revenues in the year ended 30 September 2015.

In the US, Digital and Diversified revenues grew 8 per cent. in the year ended 30 September 2015, driven by growth in digital advertising and e-commerce revenues. Circulation revenue overall fell by 16 per cent. in 2015 (2014: 41 per cent.). Advertising revenues grew by 18 per cent. (2014: decline of 5 per cent.). Growth in digital advertising more than offset the decline in print advertising in 2015.

Digital advertising in the US represented 82 per cent. (2014: 73 per cent., 2013: 66 per cent.) of US advertising revenues in the year ended 30 September 2015. This growth reflects the strategy to fast-track the transition to a digital model, appropriate to the US market.

In the year ended 30 September 2013, Digital and Diversified revenue for the Group increased 20 per cent. from 2012.

EBITDAE

The Group's EBITDAE profit was £3.6m in the year ended 30 September 2015 (2014: £7.0m loss, 2013: £0.6m loss). The UK EBITDAE profit was £3.3m the year ended 30 September 2015 (2014: £5.3m loss, 2013: £0.4m profit) and the US made an EBITDAE profit of £0.3m in the year ended 30 September (2014: £1.7m loss, 2013: £1.0m loss).

The return to EBITDAE profit in the year ended 30 September 2015 reflects the impact of cost reductions achieved as part of a transformation programme which the Group commenced in the second half of the year ended 30 September 2014. In the year ended 30 September 2015 the Group's headcount was further reduced from 577 to 521 employees (following a reduction from 980 to 577 in 2014) and the UK's operating locations were reduced from four to two offices, resulting in a considerably lower like-for-like overhead base.

The EBITDAE decline in the year ended 30 September 2014 was primarily due to the impact of removing the revenue and contribution of the divested businesses ahead of a significant cost reduction programme, with most of the overheads initially remaining with the continuing operations.

In the period ended 31 March 2016 the Group's EBITDAE was £1.8m (2015: £1.8m, 2014: £3.7m loss), flat on the prior year due to the timing of an event shifting from the first to the second half and due to a number of initiatives in growth made in the first half of 2016 following funds being raised from a share placing expected to generate returns in the second half. The improvement from 2014 reflects the growth of the Media business offset by the managed decline of magazines and the transformation programme undertaken in 2014 as detailed above.

Exceptional items

Exceptional costs were £2.5m in the year ended 30 September 2015 (2014: £7.5m, 2013: £2.5m profit). Restructuring costs of £2.8m in the year ended 30 September 2015 (2014: £5.3m, 2013: £1.4m) included headcount reduction and the rationalisation of the property portfolio. Vacant property provisions of £0.4m incurred in the year ended 30 September 2015 (2014: £1.3m) related to surplus office space in both the UK & the US. A bad debt charge of £0.9m in the year ended 30 September 2014 was recognised as a result of a major US distributor filing for Chapter 11 bankruptcy protection, of which £0.4m was reversed in 2015 as the Group was able to recover more than was initially expected. In the year ended 30 September 2015 a gain of £0.3m was made on the sale of a UK property.

In the year ended 30 September 2013, a vacant property gain of £1.2m was recognised which related to the reversal of a provision relating to a property in the US and a profit of £2.7m, was recognised on the sale of the Group's music titles.

The exceptional costs incurred in the period ended 31 March 2016 totalled £0.5m (2015: £1.4m, 2014: £1.7m). These consist of restructuring and redundancy costs of £1.1m, offset by exceptional credits of £0.6m relating to revisions in estimates of the cost of exiting several of the Group's properties and a profit on legacy magazine disposals. In the period ended 31 March 2015 these related to property related costs of £1.2m, incurred as a result of continuing the rationalisation of the Group's property portfolio and redundancy costs of £0.5m. An exceptional gain of £0.3m was made from selling a property in Bath in 2015.

Net finance costs

Net finance costs have declined in each of the periods shown above reflecting lower interest charges associated with the successful refinancing in May 2015, focus on efficient management of its cash position and a decrease in the net debt position following the sale of the Sport, Craft and Auto titles in July 2014.

Cash flows and net debt – annual results

Net debt at 30 September 2015 was £1.8m (2014: net cash £7.5m, 2013: net debt £6.9m), a decrease of £9.3m in the year and an increase of £14.4m in FY14.

During 2015 net cash outflows totalled £9.5m (2014: £14.5m inflow). There was a cash outflow from operations before exceptional items of £2.3m (2014: £4.3m inflow, 2013: £6.7m) arising from an increase in the working capital cycle as the business mix changed. There were also £5.2m (2014: £4.6m) of restructuring payments made in the year and £2.0m (2014: £2.6m, 2013: £2.9m) of capital expenditure. The sale of one of the Group's UK properties amounted to a £1.2m cash inflow in 2015 (2014: £nil) and in FY14 net cash inflows from the sale of non-core titles amounted to £21.3m (2013: £9.2m).

Foreign exchange and other movements accounted for the balance of cash flows in each of the respective years.

Cash flow and net debt – interim results

Net cash at 31 March 2016 was £0.6m (2015: £4.7m, 2014: net debt £7.8m). The significant improvement in the cash position has come from savings realised as a result of the transformation programme and through selling the Sport, Craft and Auto titles for £24.8m in 2014. The sale of the Sport and Craft titles to Immediate Media in July 2014 represents a significant change, the impact of which is included in the financial statements for the year ended 30 September 2014.

In 2016 there was a cash inflow from operations before exceptional items of £2.6m (2015: £1.5m, 2014: inflow of £4.3m). Net proceeds from a share placing were £3.1m in 2016 and net cash inflows from the sale of a property in Bath amounted to £1.2m in 2015. In 2014 £0.7m of dividends were paid.

Disposals and impairment

In 2014 the Group sold its non-core Sport, Craft and Auto titles for total proceeds of over £24.8m. These titles have been treated as discontinued operations and removed from the continuing results for each of the years shown.

During 2014 there was a non-cash impairment of historical print-related goodwill of £16.8m, reflecting the impact of the structural decline of print and our planned strategic transition to a digital model.

OPERATING AND FINANCIAL REVIEW

The Annual Reports (including the audited financial statements together with the independent audit reports in respect of those financial statements and independent accountants reports set out in the Annual Reports) and the unaudited 2016 interim results for the six month period ended 31 March 2016 are available on the Group's website at www.futureplc.com/invest-in-future/ and the entirety of these documents are incorporated by reference (other than the Daisy Chained Information described in part 3, paragraph 6 of this Prospectus). The parts of such documents not incorporated by reference are either not relevant for any prospective investor or are otherwise covered elsewhere in this Prospectus.

For detailed information relating to the Group's operating results (including information regarding significant factors affecting the same and any material changes in net sales or revenues) and cash flows (including the sources and amounts), see the Financial Review section of the Annual Reports (for the financial year ended 30 September 2015 see pages 13 – 16, for the financial year ended 30 September 2014 see pages 13 – 16 and for the financial year ended 30 September 2013 see pages 3 – 28.

For information regarding economic factors that have materially affected, or could materially affect the Group's operations, see the sections of the Annual Reports referred to above and the risk factors set out in part 2 of this Prospectus.

CAPITALISATION AND INDEBTEDNESS

The following tables show the capitalisation of the Group as at 31 July 2016 and the indebtedness of the Group as at 31 July 2016:

£000's
(2,666) –––––––––––
(2,666) ––––––––––––––––––––––
(76) –––––––––––
(76) ––––––––––––––––––––––
3,687
27,612
108,768 ––––––––––––––––––––––

The following table sets out the net consolidated financial funds of the Group as at 31 July 2016(1) .

	£000's
Net indebtedness Cash	3,553 –––––––––––
Total liquidity	3,553 –––––––––––
Current bank debt Current portion of non-current debt	(2,600) (66) –––––––––––
Current financial debt	(2,666) –––––––––––
Net current financial indebtedness	887 ––––––––––––––––––––––
Other non-current financial debt	(76) –––––––––––
Non current financial indebtedness	(76) ––––––––––––––––––––––
Net financial funds	811 ––––––––––––––––––––––

¹ The Group had no indirect or contingent indebtedness as at 30 September 2016.

⁶ Shareholders' equity does not include the profit and loss account reserve.

⁷ This statement of indebtedness has been prepared under IFRS using policies which are consistent with those used in the preparing the Group's financial statements for the year ended 30 September 2015.

⁸ The information is unaudited.

HISTORICAL FINANCIAL INFORMATION

Section A: The Future Group

The Annual Reports (including the audited financial statements together with the independent audit reports in respect of those financial statements and independent accountants reports set out in the Annual Reports) and the unaudited 2016 interim results for the six month period ended 31 March 2016 are available on the Group's website at www.futureplc.com/invest-in-future/ and the entirety of these documents are hereby incorporated by reference into this Prospectus (other than the Daisy Chained Information described in paragraph 6 of part 3 of this Prospectus). The parts of such documents not incorporated by reference are either not relevant for any prospective investor or are otherwise covered elsewhere in this Prospectus.

Cross-reference list

The following list is intended to enable investors to locate specific items of information which have been incorporated by reference into this document (although the list below is not an exhaustive list of the information incorporated by reference).

Annual Report and Accounts 2013

The page numbers below refer to the relevant pages of the annual report and accounts of the Company for the year ended 30 September 2013:

• ● Independent auditors report page 52 59
• ● Consolidated Income statement page 56
• ● Consolidated statement of comprehensive income page 56
• ● Consolidated statement of changes in equity page 57
• ● Consolidated balance sheet– page 58
• ● Consolidated cash flow statement– page 60 61
• ● Accounting policies page 62 65
• ● Notes to the consolidated financial statements page 66 88

Annual Report and Accounts 2014

The page numbers below refer to the relevant pages of the annual report and accounts of the Company for the year ended 30 September 2014:

• ● Independent auditors report page 41 44
• ● Consolidated Income statement page 46
• ● Consolidated statement of comprehensive income page 46
• ● Consolidated statement of changes in equity page 47
• ● Consolidated balance sheet– page 48 49
• ● Consolidated cash flow statement– page 50 51
• ● Accounting policies page 52 55
• ● Notes to the consolidated financial statements page 56 81

Annual Report and Accounts 2015

The page numbers below refer to the relevant pages of the annual report and accounts of the Company for the year ended 30 September 2015:

• ● Independent auditors report page 41 42

• ● Consolidated Income statement page 44

• ● Consolidated statement of comprehensive income page 44

• ● Consolidated statement of changes in equity page 45
• ● Consolidated balance sheet– page 46 47
• ● Consolidated cash flow statement– page 48 49
• ● Accounting policies page 50 53
• ● Notes to the consolidated financial statements page 54 79

Interim results 2016

The page numbers below refer to the relevant pages of the interim results for the period ended 31 March 2016. The financial information referred to in this sub-section has not been audited:

• ● Consolidated income statement page 7
• ● Consolidated statement of comprehensive income page 8
• ● Consolidated statement of changes in equity page 9
• ● Consolidated balance sheet page 10
• ● Consolidated cash flow statement page 11 12
• ● Basis of preparation page 13
• ● Notes to the consolidated financial statements page 14 19
• ● Independent accountants report page 21 22

Other

The independent auditors' opinion on the 2014 Future financial statements included the following emphasis of matter paragraph in respect of going concern:

Emphasis of matter – Going concern

In forming our opinion on the financial statements, which is not modified, we have considered the adequacy of the disclosure made in the accounting policies concerning the Group's ability to continue as a going concern. The continued availability of the loan funding is reliant on the Group's compliance with quarterly covenant obligations. Although the cash flow projections prepared by the Directors indicate that the Group expects to be able to meet its covenant obligations at each measurement date, there is a risk that, if actual profits or cash flows differ from those forecast, and the Group was unable to renegotiate the covenants, the lenders would have the right to demand immediate repayment of all amounts due to them. These conditions, along with the other matters explained in the Accounting policies, indicate the existence of a material uncertainty which may cast significant doubt about the Group's ability to continue as a going concern. The Group financial statements do not include the adjustments that would result if the Group was unable to continue as a going concern.

After due consideration, the Directors concluded that there was a reasonable expectation that the Group had adequate resources to continue in operational existence for the foreseeable future. For this reason, they continued to adopt the going concern basis in preparing the financial statements for the year ended 30 September 2014. In arriving at this conclusion, the Directors considered the following factors:

• ● As at 30 September 2014, the Group was in a net cash position of £7.5m (cash £7.5m and bank debt £nil).
• ● The Group meets its day-to-day working capital requirements through cash management and an amended and restated 18-month bank facility that was signed in June 2014. The facility includes certain financial covenant tests which are measured quarterly.
• ● The Group was fully in compliance with the financial covenants at 30 September 2014.
• ● The Directors have prepared detailed projections of expected future cash flows for the period to the end of the facility. These forecasts show that the Group is expected to remain within these covenants at each test date until the end of the facility term (31 December 2015). However, there is minimal

headroom on two of the covenants (interest cover and cash flow cover) at certain covenant measurement points. The Directors were confident about the forecast performance of the Group and did not expect the underlying trends in print circulation and print advertising to change materially. However, they considered that there was some uncertainty about the rate of decline in print and the ability to grow Digital and Diversified revenues and there is therefore a risk that trading performance will be below expectation leading to a covenant breach.

● There are a number of upside mitigating actions that the Group could implement comfortably, and a number of upside events that may occur but are outside of the Group's control, which may avoid the need to seek amendments to the covenants.

The Group successfully refinanced its bank facilities in May 2015 and there was no emphasis of matter in respect of going concern in the independent auditors' opinion on the 2015 financial statements.

Section B: The Imagine Publishing Group

The audited annual report and financial statements of the Imagine Publishing Group for the years ended 31 March 2014, 2015 and 2016, together with the independent audit reports in respect of those financial statements are reproduced in full in the Annex to this Prospectus.

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

Section A: Unaudited Pro Forma Financial Information of the Enlarged Group

The unaudited pro forma income statement, the unaudited pro forma net assets statement and the related notes set out below (the "Unaudited Pro Forma Financial Information") have been prepared to illustrate the effect of the Acquisition and the Share Issue (together, the "Transaction") on the consolidated net assets of the Company as if they had taken place on 31 March 2016, and the income statement of the Company for the year ended 30 September 2015 as if the Transaction had taken place at the beginning of the financial year.

The Unaudited Pro Forma Financial Information has been prepared in accordance with Annex II of the Prospectus Directive Regulation and in a manner consistent with the accounting policies adopted by the Company.

The Unaudited Pro Forma Financial Information has been prepared for illustrative purposes only, and because of its nature, addresses a hypothetical situation. It does not purport to represent what the Enlarged Group's financial position or results of operations actually would have been if the Acquisition had been completed on the dates indicated, nor does it purport to represent the results of operations for any future period or financial position at any future date. It does not reflect the results of any purchase price allocation exercise as this will be conducted following the Acquisition. The adjustments in the Unaudited Pro Forma Financial Information are expected to have a continuing impact on the Enlarged Group, unless otherwise stated.

The Unaudited Pro Forma Financial Information does not constitute financial statements within the meaning of Section 434 of the Act. Shareholders should read the whole of this Prospectus and not rely solely on the summarised financial information contained in this part 10. PricewaterhouseCoopers LLP's report on the Unaudited Pro Forma Financial Information is set out in Section B of this part 10.

1. Unaudited pro forma income statement

		Adjustments
	Company for the year	Target for the year	Finance		Pro forma
	ended	ended	cost	Transaction	enlarged
£ in millions	30 Sept 2015	31 Mar 2016	adjustment	costs	group
	(Note 1)	(Note 2)	(Note 3)	(Note 4)
Revenue	59.8	16.4	–	–	76.2
Operating profit/(loss)
before depreciation, amortisation, exceptional
items and impairment of
intangible assets	3.6	3.3	–	–	6.9
Depreciation	(0.5)	(0.1)	–	–	(0.6)
Amortisation	(2.3)	(3.0)	–	–	(5.3)
Exceptional items	(2.5)	(0.1)	–	(2.5)	(5.1)
Operating profit/(loss)	(1.7)	0.1	–	(2.5)	(4.1)
Finance costs	(0.6) –––––––––––	(1.6) –––––––––––	0.7 –––––––––––	– –––––––––––	(1.5) –––––––––––
Net finance costs	(0.6)	(1.6)	0.7	–	(1.5)
Loss before tax	(2.3)	(1.5)	0.7	(2.5)	(5.6)
Tax on profit/(loss)	0.3 –––––––––––	0.3 –––––––––––	– –––––––––––	– –––––––––––	0.6 –––––––––––
Loss for the year from
continuing operations	(2.0)	(1.2)	0.7	(2.5)	(5.0)
Discontinued operations Profit for the year from
discontinued operations	0.7	–	–	–	0.7
Loss for the year attributable	–––––––––––	–––––––––––	–––––––––––	–––––––––––	–––––––––––
to owners of the parent	(1.3)	(1.2)	0.7	(2.5)	(4.3)
	––––––––––––––––––––––	––––––––––––––––––––––	––––––––––––––––––––––	––––––––––––––––––––––	––––––––––––––––––––––

Notes:

(1) Future's income statement has been extracted, without material adjustment, from Future's audited, consolidated income statement for the year ended 30 September 2015, which is incorporated by reference in part 9 of this Prospectus.

(2) The Target's income statement has been extracted, without material adjustment, from the audited consolidated income statement of the Target for the 12 months ended 31 March 2016, which is set out in part 9 of this Prospectus, as adjusted to apply the accounting policies and presentation adopted by Future. There are no accounting policy differences between Future and the Target in respect of the income statement.

(3) Within the Target's finance costs is a finance charge of £0.7 million relating to £24.4 million of loan notes which are not being acquired and are therefore removed.

• (4) It is expected that total transaction costs of circa £2.6 million will be incurred in relation to the Acquisition. The adjustment to the income statement is related to the transaction costs of circa £2.5 million and circa £0.1 million of stamp duty costs that have not been recorded in either the Company's financial information for the 12 months ended 30 September 2015 or in the Target's financial information for the 12 months ended 31 March 2016, less circa £0.1 million of costs that are expected to be directly associated with the issuance of the Consideration Shares and will be recorded against equity. These costs are not expected to be incurred on an ongoing basis in the Enlarged Group. No tax benefit has been assumed for the transaction costs.
• (5) The pro forma does not take in to account the planned divestment of ScifiNow magazine as required following an investigation by the CMA.

In the year to March 2016 ScifiNow generated revenues of £468,000 and EBITDAE of £142,000. At 31 March 2016 it had associated subscription liabilities of £45,000 and capitalised intangibles of £11,000.

Any proceeds received from the sale of ScifiNow (which has not yet been agreed) will be used to reduce debt.

In preparing the unaudited pro forma income statement no account has been taken of the trading or transactions of the Target since 31 March 2016 and the Company since 30 September 2015.

2. Unaudited pro forma statement of net assets of the Enlarged Group

		Adjustments
£ in millions	Company as at 31 Mar 2016 (Note 1)	Target as at 31 Mar 2016 (Note 2)	Acquisition adjustments (Note 3)	Refinancing adjustments (Note 4)	Pro forma enlarged group (Note 5)
Non-current assets Property, plant and equipment Intangible assets – goodwill Intangible assets – other Deferred tax	0.7 40.9 2.8 0.5 ––––––––––– 44.9	0.1 22.5 1.8 – ––––––––––– 24.4	– (0.7) – – ––––––––––– (0.7)	– – – – ––––––––––– –	0.8 62.7 4.6 0.5 ––––––––––– 68.6
Current assets
Inventories Corporation tax recoverable Trade and other receivables Cash and cash equivalents	0.4 1.1 12.4 2.9 –––––––––––	0.4 – 2.7 2.6 –––––––––––	– – – (2.6) –––––––––––	– – – 2.6 –––––––––––	0.8 1.1 15.1 5.5 –––––––––––
	16.8	5.7	–	–	22.5
Total assets	––––––––––– 61.7	––––––––––– 30.1	––––––––––– (3.3)	––––––––––– 2.6	––––––––––– 91.1
Non-current liabilities Financial liabilities – interest-bearing	–––––––––––	–––––––––––	–––––––––––	–––––––––––	–––––––––––
loans and borrowings Derivative financial instruments Corporation tax payable Deferred tax Provisions	0.1 – 3.1 0.7 1.4	31.5 0.2 – 0.3 –	(24.4) – – – –	2.3 – – – –	9.5 0.2 3.1 1.0 1.4
Other non-current liabilities	0.6 –––––––––––	– –––––––––––	– –––––––––––	– –––––––––––	0.6 –––––––––––
Current liabilities Financial liabilities – interest bearing	5.9	32.0	(24.4)	2.3	15.8
loans and borrowings Trade and other payables Corporation tax payable	2.2 18.0 0.9 –––––––––––	0.3 5.6 – –––––––––––	– – – –––––––––––	0.3 – – –––––––––––	2.8 23.6 0.9 –––––––––––
	21.1	5.9	–	0.3	27.3
Total liabilities	––––––––––– 27.0 –––––––––––	––––––––––– 37.9 –––––––––––	––––––––––– (24.4) –––––––––––	––––––––––– 2.6 –––––––––––	––––––––––– 43.1 –––––––––––
Net Assets/(Liabilities)	34.7 ––––––––––––––––––––––	(7.8) ––––––––––––––––––––––	21.1 ––––––––––––––––––––––	– ––––––––––––––––––––––	48.0 ––––––––––––––––––––––

Notes:

(1) Future's net assets as at 31 March 2016 have been extracted, without material adjustment, from Future's unaudited 2016 Interim Results, which have been incorporated by reference in part 9 of this Prospectus.

(2) The Target's balance sheet as at 31 March 2016 has been extracted, without material adjustment, from the audited consolidated balance sheet of the Target as at 31 March 2016, which is set out in part 9 of this Prospectus, as adjusted to apply the accounting policies and presentation adopted by Future. A reconciliation is presented below:

Unaudited reconciliation of the Target's consolidated balance sheet under Future's accounting policies and balance sheet presentation as at 31 March 2016

£ in millions	The Target's balance sheet as reported (Note a)	Accounting policy adjustments (Note b)	The Target's balance sheet under Future's accounting policies and presentation
Non-current assets
Property, plant and equipment Intangible assets – goodwill	0.1 22.5	– –	0.1 22.5
Intangible assets – other	1.8	–	1.8
Deferred tax	–	–	–
	––––––––––– 24.4	––––––––––– –	––––––––––– 24.4
Current assets
Inventories	0.3	0.1	0.4
Corporation tax recoverable	–	–	–
Trade and other receivables Cash and cash equivalents	2.7 2.6	– –	2.7 2.6
	–––––––––––	–––––––––––	–––––––––––
	5.6 –––––––––––	0.1 –––––––––––	5.7 –––––––––––
Total assets	30.0	0.1	30.1
Non-current liabilities	–––––––––––	–––––––––––	–––––––––––
Financial liabilities – interest-bearing loans and borrowings	31.5	–	31.5
Derivative financial instruments	0.2	–	0.2
Corporation tax payable	–	–	–
Deferred tax Provisions	0.3 –	– –	0.3 –
Other non-current liabilities	–	–	–
	––––––––––– 32.0	––––––––––– –	––––––––––– 32.0
Current liabilities
Financial liabilities – interest bearing loans and borrowings	0.3	–	0.3
Trade and other payables	5.6	–	5.6
Corporation tax payable	– –––––––––––	– –––––––––––	– –––––––––––
	5.9	–	5.9
Total liabilities	––––––––––– 37.9	––––––––––– –	––––––––––– 37.9
Net (Liabilities)/Assets	––––––––––– (7.9)	––––––––––– 0.1	––––––––––– (7.8)
	––––––––––––––––––––––	––––––––––––––––––––––	––––––––––––––––––––––

Notes:

• (a) The Target's balance sheet line items are directly extracted from the Target's audited consolidated balance sheet as at 31 March 2016 which is set out in part 9. The order of the line items may be different to those in the Targets consolidated balance sheet to allow each line to be matched to the presentational format of Future's consolidated balance sheet.
• (b) This reflects the difference in accounting policy between Future and the Target in respect of the inclusion of editorial staff time incurred producing future issues of magazines as work in progress included within inventories in the balance sheet. There is no impact on the income statement arising from this adjustment in the year ended 31 March 2016.
• (3) The adjustments arising as a result of the Acquisition are set out below:
• (i) The adjustment reflects goodwill arising on the Acquisition and has been accounted for using the acquisition method of accounting. The excess of consideration over the book value acquired has been reflected as goodwill. A fair value exercise to allocate the purchase price will be completed following completion of the Acquisition; therefore, no account has been taken in the pro forma of any fair value adjustments that may arise on the Acquisition.

The consideration will be payable through the issuance of 179,567,841 new Future Group ordinary shares ("Equity Consideration"). The Equity Consideration has been calculated with reference to the share price of the Future Group as at 12 October 2016, which was 8.84 pence. The total consideration payable at completion will be different to the total consideration included in this Unaudited Pro Forma Financial Information, because the estimated balances for certain items in the Target's balance sheet at the completion date, rather than at 31 March 2016, will be used to compute the consideration payable. It may also subsequently be trued up following the audit of the completion balance sheet of the Target.

The total consideration payable and the calculation of the adjustment to goodwill is set out below:

	£m
Net liabilities of the Target at 31 March 2016 Adjusted for net debt not acquired Deduct Target's goodwill on the balance sheet	(7.8) 24.4 (22.5) –––––––––––
Net liabilities acquired Equity consideration	(5.9) 15.9* –––––––––––
Pro forma goodwill Adjustment required to Target goodwill balance	21.8
Target goodwill	(22.5) –––––––––––
Goodwill adjustment	(0.7) ––––––––––––––––––––––

• (ii) Loan notes owing to current and former shareholders of the Target totalling £24.4 million will not be acquired. There is not expected to be any associated tax impact arising as a result of this.
• (iii) The impact of the £2.5 million transaction costs included in the unaudited pro forma income statement (as well as an additional £0.1 million that is included directly in equity) is a reduction in cash and cash equivalents.
• (4) The balance of the Target's debt remaining after the elimination of debt not acquired is £7.4 million (net of unamortised issue costs), all of which is refinanced on Completion, resulting in £0.6 million of current debt and £6.8 million of non-current debt. An additional drawdown of £2.6 million has been adjusted reflecting the drawdown of available facilities to fund transaction costs.
• (5) The pro forma does not take into account the planned divestment of SciFiNow magazine as required following an investigation by the CMA.

In the year to March 2016 SciFiNow generated revenues of £468,000 and EBITDAE of £142,000. At 31 March 2016 it had associated subscription liabilities of £45,000 and capitalised intangibles of £11,000.

Any proceeds received from the sale of SciFiNow (which has not yet been agreed) which will be used to reduce debt.

*The Equity Consideration has been calculated with reference to the share price of the Future Group as at 12 October 2016, which was 8.84 pence.

Section B: PricewaterhouseCoopers LLP's report on the unaudited pro forma Financial Information

The Directors Future plc Quay House The Ambury Bath BA1 1UA

18 October 2016

Dear Sirs

Future plc (the "Company")

We report on the pro forma financial information (the "Pro Forma Financial Information") set out in Section A of Part 10 of the Company's prospectus dated 18 October 2016 (the "Prospectus") which has been prepared on the basis described in the notes to the Pro Forma Financial Information, for illustrative purposes only, to provide information about how the proposed acquisition of Miura (Holdings) Ltd and the proposed share issuance might have affected the financial information presented on the basis of the accounting policies adopted by the Company in preparing the financial statements for the period ended 30 September 2015 and the unaudited interim financial statements for the period ended 31 March 2016. This report is required by item 20.2 of Annex I to the PD Regulation and is given for the purpose of complying with that PD Regulation and for no other purpose.

Responsibilities

It is the responsibility of the directors of the Company to prepare the Pro Forma Financial Information in accordance with item 20.2 of Annex I to the PD Regulation.

It is our responsibility to form an opinion, as required by item 20.2 of Annex I to the PD Regulation as to the proper compilation of the Pro Forma Financial Information and to report our opinion to you.

In providing this opinion we are not updating or refreshing any reports or opinions previously made by us on any financial information used in the compilation of the Pro Forma Financial Information, nor do we accept responsibility for such reports or opinions beyond that owed to those to whom those reports or opinions were addressed by us at the dates of their issue.

Save for any responsibility which we may have to those persons to whom this report is expressly addressed and for any responsibility arising under item 5.5.3R(2)(f) of the Prospectus Rules to any person as and to the extent there provided, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in connection with this report or our statement, required by and given solely for the purposes of complying with item 23.1 of Annex I to the PD Regulation, consenting to its inclusion in the Prospectus.

PricewaterhouseCoopers LLP, 2 Glass Wharf, Bristol, BS2 0FR T: +44 (0) 117 955 7779, F: +44 (0) 117 309 2005, www.pwc.co.uk

PricewaterhouseCoopers LLP is a limited liability partnership registered in England with registered number OC303525. The registered office of PricewaterhouseCoopers LLP is 1 Embankment Place, London WC2N 6RH. PricewaterhouseCoopers LLP is authorised and regulated by the Financial Conduct Authority for designated investment business.

Basis of opinion

We conducted our work in accordance with the Standards for Investment Reporting issued by the Auditing Practices Board in the United Kingdom. The work that we performed for the purpose of making this report, which involved no independent examination of any of the underlying financial information, consisted primarily of comparing the unadjusted financial information with the source documents, considering the evidence supporting the adjustments and discussing the Pro Forma Financial Information with the directors of the Company.

We planned and performed our work so as to obtain the information and explanations we considered necessary in order to provide us with reasonable assurance that the Pro Forma Financial Information has been properly compiled on the basis stated and that such basis is consistent with the accounting policies of the Company.

Opinion

In our opinion:

• a) the Pro Forma Financial Information has been properly compiled on the basis stated; and
• b) such basis is consistent with the accounting policies of the Company.

Declaration

For the purposes of Prospectus Rule 5.5.3 R(2)(f), we are responsible for this report as part of the Prospectus and we declare that we have taken all reasonable care to ensure that the information contained in this report is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect its import. This declaration is included in the Prospectus in compliance with item 1.2 of Annex I to the PD Regulation.

Yours faithfully

PricewaterhouseCoopers LLP

Chartered Accountants

ADDITIONAL INFORMATION

1. RESPONSIBILITY STATEMENT

The Company, the Directors and the Proposed Director, whose names appear in part 4 of this Prospectus, accept responsibility for the information contained in this Prospectus. To the best of the knowledge of the Company and those Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information.

2. THE COMPANY, SHARE CAPITAL AND SUBSIDIARIES

The Company

• 2.1 The Company was incorporated and registered in England and Wales on 22 April 1999 under the Companies Act 1985 as a private company limited by shares with the name Arenabeam Limited and registered number 03757874.
• 2.2 On 21 May 1999, the Company changed its name to The Future Network Limited and on 14 June 1999 the Company was re-registered as a public company with the name The Future Network plc. On 26 January 2005, the Company changed its name to Future plc.
• 2.3 The registered office of the Company is at Quay House, The Ambury, Bath BA1 1UA with telephone number +44 122 544 2244.
• 2.4 The principal place of business of the Company is at Quay House, The Ambury, Bath BA1 1UA, and 1-10 Praed Mews, Paddington, London W2 1QY.
• 2.5 The principal legislation under which the Company operates is the Act and the regulations made under that Act.
• 2.6 The principal activity of the Future Group is the publishing of special interest consumer magazines, apps and websites, and the operations of events notably in the areas of technology, games and entertainment, photography and creative.
• 2.7 Details of Future's recent acquisition and disposal history are set out in paragraph 2 of part 5 of this Prospectus.

Share capital

2.8 The below sets out the changes to the issued share capital and a reconciliation of the share capital of the Company from 1 October 2012 to the Last Practicable Date. Each such change results from the exercise of share options or the vesting of share awards, unless otherwise specified.

Number of Ordinary	Total Ordinary Shares in issue
	333,116,572
	333,139,612
	333,145,055
12,062	333,157,117
	333,172,999
28,348	333,201,347
927	333,202,274
8,751	333,211,025
4,193	333,215,218
23,636	333,238,854
99,539	333,338,393
	Shares issued 134,400 23,040 5,443 15,882

	Number of Ordinary	Total Ordinary
Date	Shares issued	Shares in issue
26 June 2013	20,467	333,358,860
11 July 2013	11,012	333,369,872
18 July 2013	28,955	333,398,827
21 November 2013	29,210	333,428,037
04 December 2013	48,504	333,476,541
20 January 2014	79,223	333,555,764
24 January 2014	19,600	333,575,364
19 February 2014	22,521	333,597,885
3 March 2014	47,842	333,645,727
6 March 2014	67,836	333,713,563
10 March 2014	3,846	333,717,409
1 May 2014	62,500	333,779,909
18 September 2014	1,564	333,781,473
20 October 2014	3,549	333,785,022
22 January 2015	312,168	334,097,190
29 January 2015	85,422	334,182,612
5 February 2015	38,850	334,221,462
12 February 2015	29,447	334,250,909
16 February 2015	138,908	334,389,817
23 February 2015	14,611	334,404,428
27 February 2015	30,770	334,435,198
7 July 2015	1,974	334,437,172
5 August 2015	1,993	334,439,165
9 September 2015	2,082	334,441,247
2 October 2015	2,184	334,443,431
3 November 2015	1,953	334,445,384
27 November 2015	33,440,000	367,885,384

Placing with existing investors (further information on which is set out at paragraph 2.9 below)

3 December 2015	1,757	367,887,141
7 January 2016	1,824	367,888,965
5 February 2016	2,076	367,891,041
4 March 2016	1,622	367,892,663
13 April 2016	1,174	367,893,837
5 May 2016	1,252	367,895,089
3 June 2016	30,000	367,925,089
8 June 2016	396,000	368,321,089
9 June 2016	30,000	368,351,089
22 June 2016	63,000	368,414,089
24 June 2016	29,000	368,443,089
27 June 2016	31,000	368,474,089
29 June 2016	10,000	368,484,089
8 July 2016	137,641	368,621,730
13 July 2016	84,236	368,705,966
3 August 2016	386	368,706,352
16 August 2016	50,000	368,756,352
7 September 2016	1,218	368,757,570
19 September 2016	1,017	368,758,587
5 October 2016	1,308	368,760,095
7 October 2016	18,983	368,778,878
7 October 2016	62,000	368,840,878

2.9 On 27 November 2015, the Company completed a placing of 33,440,000 Ordinary Shares with predominantly existing investors at a price of 10 pence per share (the "Placing"). At that time, the Ordinary Shares issued pursuant to the Placing represented just under 10 per cent. of the issued share capital of the Company prior to the Placing. Immediately following the Placing, the Company's issued share capital consisted of 367,885,384 Ordinary Shares with a nominal value of 1 pence carrying one vote each.

2.10 Immediately prior to the publication of this Prospectus, the issued and fully paid share capital of the Company consists of:

	Number of	Nominal value
Class of share capital	issued shares	of shares issued
Ordinary Shares	368,840,878	£3,688,408.78

2.11 The issued share capital of the Company, all of which will be fully paid up on issue as it is expected to be immediately following Admission (which includes the New Ordinary Shares which are to be issued on Admission), is as follows:

	Number	Amount
Ordinary Shares of 1 pence each	548,408,719	£5,484,087.19

2.12 The major Shareholders in the Company, along with the number of Ordinary Shares each Shareholder holds and their percentage shareholdings immediately prior to and following Admission are set out below. Certain other major Shareholders immediately following Admission are set out at paragraph 2.13 below. None of these major Shareholders have different voting rights to other holders of the Ordinary Shares.

Shareholders	Number of Ordinary Shares	Percentage of the share capital prior to Admission	Percentage of the Enlarged Share Capital post-Admission
Clients of Aberforth Partners LLP	88,250,128	23.93%	16.09%
Schroder Investment Management	87,821,792	23.81%	16.01%
Henderson Volantis Capital	42,346,196	11.48%	7.72%
UBS Investment Bank	29,758,658	8.07%	5.43%
Investec Asset Management	28,892,556	7.83%	5.27%
Herald Investment Management	20,765,000	5.63%	3.79%

2.13 The table below includes a summary of the persons to whom the New Ordinary Shares will be issued on Admission and the number of New Ordinary Shares which each of them will receive and their percentage holding in the issued share capital of the Company immediately following Admission:

Seller	Number of new ordinary Shares	Percentage of the Enlarged Share Capital
Disruptive Capital	109,786,000	20.01%
Damian Butt	19,412,128	3.54%
Steven Clive Boyd	18,186,778	3.32%
Mark Kendrick	16,290,628	2.97%
Daniel Truell	3,825,326	0.70%
Pavor Oy	1,761,282	0.32%
Marco Peroni	1,212,753	0.22%
Jane Hawkins	1,191,937	0.22%
Gary Spellins	1,174,196	0.21%
Cathy Blackman	764,791	0.14%
Darren Pearce	764,791	0.14%
Aaron Asadi	761,056	0.14%
Ross Andrews	751,718	0.14%
Jeffrey Belkin	735,232	0.13%
James Hanbury	470,040	0.09%
Clos Du Valle Investments Ltd	432,426	0.08%
Dave Harfield	380,211	0.07%

	Number of new	Percentage of the
Seller	ordinary Shares	Enlarged Share Capital
Hang Deretz	366,544	0.07%
Cédriane De Boucaud	345,346	0.06%
Crescent Trustees Ltd	293,546	0.05%
Edward Associates Ltd	293,546	0.05%
Ian Edward	293,546	0.05%
Nicolas Parker	73,910	0.01%

• 2.14 The Ordinary Shares in issue on Admission will be in registered form and, following Admission, will be capable of being held in uncertificated form. In the case of Ordinary Shares held in uncertificated form, the Articles permit the holding and transfer of Ordinary Shares under CREST. CREST is a paperless settlement procedure enabling securities to be evidenced otherwise than by certificate and transferred otherwise than by written instrument. The records in respect of Ordinary Shares held in uncertificated form will be maintained by Euroclear UK & Ireland Limited and the Company's registrar, Computershare Investor Services plc (details of whom are set out in part 4 of this Prospectus).
• 2.15 The ISIN of the Ordinary Shares is GB0007239980 and the SEDOL number is 0723998.
• 2.16 The legislation under which the Ordinary Shares were issued is the Act and regulations made under the Act.
• 2.17 The Ordinary Shares are denominated in sterling.
• 2.18 Save as disclosed in this part 11 paragraphs 2.19, 2.20 and 2.21, as at the date of this Prospectus:
• (A) the Company does not hold any treasury shares and no Ordinary Shares were held by, or on behalf of, any member of the Group;
• (B) no shares have been issued otherwise than as fully paid;
• (C) no share or loan capital of the Company has, within three years of the date of this Prospectus been issued or agreed to be issued or is now proposed to be issued, for a consideration other than cash, to any persons;
• (D) no commissions, discounts, brokerages or other special terms have been granted by the Company in connection with the issue or sale of any shares or loan capital of the Company; and
• (E) no share or loan capital of any member of the Group is under option or is agreed, conditionally or unconditionally, to be put under option.
• 2.19 At the General Meeting, the following was authorised:
• (A) the allotment of the New Ordinary Shares;
• (B) the general allotment by the Directors following Completion, such authority to be limited to a maximum of 182,784,626 Ordinary Shares representing one third of the Enlarged Share Capital; and
• (C) the empowerment of the Directors following Completion to disapply statutory pre-emption rights in respect of the allotment for cash of Ordinary Shares pursuant to (i) a rights issue, and (ii) up to a maximum of 54,840,872 Ordinary Shares, representing 10 per cent. of the Enlarged Share Capital.
• 2.20 The authority described in paragraph 2.19(A) above expires on 31 March 2017 and the authorities described in paragraphs 2.19(B) and 2.19(C) above expire on the conclusion of the annual general meeting of the Company to be held in 2017.
• 2.21 On 11 August 2016, Future Publishing (Overseas) Limited entered into the Next Commerce SPA, pursuant to which Future Publishing (Overseas) Limited agreed to purchase the entire issued share capital of Next Commerce. Completion of this transaction occurred on 16 August 2016. The Next Commerce SPA includes an earn out mechanism, pursuant to which the Next Commerce Sellers may be granted up to £550,000 worth of Ordinary Shares if certain revenue targets are met. The earn out period will end on 31 December 2016.

2.22 The expected issue date of the New Ordinary Shares is 21 October 2016.

Options and Incentive Plans

Future plc Sharesave Plan

• 2.23 Future operates one share option scheme being the Sharesave Plan and the total number of options to subscribe for Ordinary Shares that were outstanding under this scheme as at the Last Practicable Date was 520,606.
• 2.24 Under the Sharesave Plan the option entitlement granted to participating employees is linked to the monthly contributions which such employees have agreed to pay into the Sharesave Plan (up to a maximum amount of £250 per month). The options granted under the Sharesave Plan vest on the third anniversary of the grant of such options. Where legal and regulatory constraints permit, the Company uses its discretion to offer options granted under the Sharesave Plan at a discount to the market price in force at the date of the invitation being made.

Future plc Performance Share Plan

2.25 The PSP is a share-based incentive scheme open to the executive Directors and certain other senior employees, usually based on a percentage of the participant's salary. Awards under this scheme are subject to stretching performance criteria measured against both EPS, and either TSR or net cash flow, depending on the date of grant of the award. Subject to the participant's continued employment within the Future Group, awards will vest three years after the date of grant assuming that the following performance criteria are achieved.

Performance criteria in respect of awards granted prior to 4 February 2015:

• ● a maximum of 50 per cent. of an award will vest if the Group's growth in adjusted EPS is equal to RPI plus 8 per cent., 0 per cent. will vest if the Group's growth in adjusted EPS is equal to RPI plus 3 per cent., and vesting will be on a pro rata straight-line basis between the two. If growth in the Future Group's adjusted EPS is less than RPI plus 3 per cent., none of that 50 per cent. of the award will vest; and
• ● the remaining 50 per cent. of the award will vest if the Company's TSR performance, compared to a group of similar companies, places it in the top quintile as against the comparator companies. If the Company's TSR performance is median, 12.5 per cent. of the award will vest, and vesting will be on a pro rata straight-line basis between the two points. If the Company's performance is below median, none of that 50 per cent. of the award will vest. The comparator group of companies comprises:

Bloomsbury Publishing	Pearson
Centaur Media	Quarto
Ebiquity	STV Group
Haynes Publishing	Ten Alps
Huntsworth	Trinity Mirror
ITE Group	Wilmington
Johnston Press	YouGov
M&C Saatchi

Performance criteria in respect of awards granted between 4 February 2015 and 3 August 2015:

• ● a maximum of 50 per cent. of an award will vest if the Group's adjusted EPS for the year ended 30 September 2017 (the last financial year of the performance period) is 1.4p, 12.5 per cent. will vest if the Group's EPS is 1.0p, and vesting will be on a pro rata straight-line basis between the two. If the Group's adjusted EPS is below 1.0p none of that 50 per cent. of the award will vest; and
• ● the remaining 50 per cent. of the award will vest if the Group's Net Cash Flow for the year ended 30 September 2017 (the last financial year of the performance period) is £1.25m, 12.5 per cent. will vest if the Group's Net Cash Flow is £0.25m, and vesting will be on a pro rata straight-line basis between the two. If the Group's Net Cash Flow is below £0.25m none of that 50 per cent. of the award will vest.

Performance criteria in respect of awards granted on 30 November 2015 and 1 September 2016:

• ● a maximum of 50 per cent. of an award will vest if the Group's adjusted EPS for the year ended 30 September 2018 (the last financial year of the performance period) is 1.5p, 12.5 per cent. will vest if the Group's EPS is 1.2p, and vesting will be on a pro rata straight-line basis between the two. If the Group's adjusted EPS is below 1.2p none of that 50 per cent. of the award will vest; and
• ● the remaining 50 per cent. of the award will vest if the Group's Net Cash Flow for the year ended 30 September 2018 (the last financial year of the performance period) is £0.75m, 12.5 per cent. will vest if the Group's Net Cash Flow is £(0.25)m, and vesting will be on a pro rata straight-line basis between the two. If the Group's Net Cash Flow is below £(0.25)m none of that 50 per cent. of the award will vest.
• 2.26 At the Last Practicable Date the total number of options to subscribe for Ordinary Shares that were outstanding under this scheme was 17,514,212.

Future plc Deferred Annual Bonus Plan

• 2.27 DABS is a share-based incentive scheme open to employees across the Group. The value of any shares granted under the DABS to any one participant will be an amount which is equal to a fixed percentage or amount of that eligible participant's annual bonus and the Remuneration Committee determines what percentage of the annual bonus will be paid in cash and what percentage will be delivered in the form of an award under the DABS. The number of shares over which an award is to be granted to each participant will be calculated by reference to the market value of an Ordinary Share in the Company on the date of the award. Unless the Remuneration Committee decides otherwise at the date of the award, the shares awarded under the DABS will vest six months after the date of the award, subject only to the employee remaining in the employment of the Group throughout the vesting period.
• 2.28 At the Last Practicable Date the total number of options to subscribe for Ordinary Shares that were outstanding under this scheme was 370,414.

Future plc Share Incentive Plan

• 2.29 The SIP is open to all UK employees including the executive Directors. The scheme is a tax efficient incentive plan pursuant to which employees are eligible to acquire up to £150 (or 10 per cent. of salary, if less) worth of Ordinary Shares in the Company per month or £1,800 per annum. Under the SIP employees are invited to subscribe for partnership shares via salary deductions. If an employee agrees to buy partnership shares the Company currently matches the number of partnership shares bought with an award of matching shares on the basis of one matching share for every four partnership shares. Matching share awards to date have been met by the issue of Ordinary Shares to Yorkshire Building Society as Trustee of the SIP.
• 2.30 At the Last Practicable Date the balance of matching share awards under this scheme was 22,803.

Organisational structure, subsidiary undertakings and other holdings of the Group

2.31 Future is the holding company of the Group and has subsidiaries in the UK, California USA, Guernsey and Germany and a branch in Australia. Below is a list of the subsidiary undertakings of the Company that are significant in terms of the Group's assets and liabilities, financial position or profits and losses. Each of these companies is directly or indirectly wholly owned by the Company or another subsidiary within the Group and incorporated in England and Wales, unless otherwise specified. The issued share capital of each company is fully paid.

		Percentage of
		issued share capital
		held by the holding
		company and
Name	Holding company	voting power
Miura (Holdings) Ltd	Future plc	100%
Fascination (Holdings) Ltd	Miura (Holdings) Ltd	100%
Skaro (Holdings) Ltd	Fascination (Holdings) Ltd	100%
Imagine Publishing Group Limited	Skaro (Holdings) Ltd	100%
Imagine Publishing Limited	Imagine Publishing Group Limited	100%
Future Holdings 2002 Limited	Future plc	100%
Future Publishing Limited	Future Holdings 2002 Limited	100%
Future Publishing (Overseas) Limited *	Future Publishing Limited	100%
Noble House Media Limited	Future Publishing Limited	100%
A&S Publishing Company Limited †	Future Publishing Limited	100%
FutureFolio Limited	Future Publishing Limited	100%
Noble House Media Limited	Future Publishing Limited	100%
Future US Inc **	Future Holdings 2002 Limited	100%
Rho Holdings Limited ***	Future plc	99.998%
	Future Holdings 2002 Limited	0.002%
Sarracenia Limited †	Future plc	100%
Future Publishing Holdings Limited	Future plc	87.5%
	Alocasia Limited	12.5%
Future Verlag GmbH ****	Future Publishing Holdings Limited	100%
FXM International Limited ††	Future plc	100%
Future IP Limited	Future plc	100%
National Game Fair Limited	Future Publishing Limited	10%

Notes:

• * Future Publishing (Overseas) Limited is incorporated in England and Wales but has an operating branch in Australia.
• ** Future US Inc is incorporated in California, USA.

*** Rho Holdings Limited is incorporated in Guernsey.

• **** Future Verlag GmbH is incorporated in Germany. The company is currently in liquidation pending the resolution of certain routine tax matters.
• † Dormant or non-trading entities.
• †† Non-trading entities in respect of which an application has been made to Companies House to strike the company from the Register
• 2.32 The financial statements of the above companies are consolidated in the annual financial statements of Future for the year ended 30 September 2015, other than National Game Fair Limited and Noble House Media Limited (due to the companies not being subsidiaries of Future as at this date), Alocasia Limited (which is not a subsidiary of Future) and Imagine and its subsidiaries (which were not subsidiaries of Future as at this date).

3. PROPERTIES

The material properties owned by the Group, all of which are leasehold, are as follows:

Location	Description	Term	Use	Building/site use area
Richmond House, Richmond Hill, Bournemouth BH2 6EZ	Suite Lower Ground Floor, Suite 1,2,3 & 4 Second Floor, Suite 5 & 6 Second Floor, Suite 1 & 2 Fourth Floor	2 June 2015 – 1 June 2025	Headquarters of the Imagine Publishing Group.	Approximately 16,885 square feet (total square footage of property is approximately 56,242)

Location	Description	Term	Use	Building/site use area
One Lombard Street, San Francisco, California	Part of the Second Floor known as Suite 200, One Lombard Street, San Francisco, California	1 November 2015 (or the date the tenant first commenced business in all or any portion of the property) – the last day of the 126th full calendar month of the term	General office and administrative use	Approximately 5,814 square feet
1 -10 Praed Mews, London W2 1QY	Headlease: Property known as 1-10 Praed Mews, London, W2 1QY	Term: 17 November 2015 – 23 June 2025	General office and administrative use	Approximately 7,767 square feet
	Underlease Part of Ground Floor, 1-10 Praed Mews, London, W2 1QY	28 April 2016 – 27 April 2020	General office and administrative use	Approximately 2,361 square feet
Quay House, The Ambury, Bath	Headlease All those premises known as Quay House, The Ambury Bath registered under title numbers AV15337, AV15338 and ST179897	25 years from and including the 20th September 2002	Headquarters of the Future Group	Approximately 38,798 square feet
	Underlease First Floor, Quay House The Ambury Bath,		General office and administrative use	Approximately 7,055 square feet
Shoreline Court, San Francisco, California	Suite 400 located on the Third and Fourth Floor 4000 Shoreline Court, South San Francisco, California	An initial term of 7 years extended to the 31st December 2017	General office and administrative use	Approximately 45,283 square feet
	Sublease Agreement dated 15 May 2013 subleased 3rd Floor	For the remaining initial seven year term		(3rd Floor approximately 22,641 square feet and 4th floor ap proximately 22,642 square feet)
	Surrender of 4th Floor premises on 30th September 2015

4. ARTICLES OF ASSOCIATION

The Articles contain provisions, inter alia, to the following effect:

4.1 Voting rights

Subject to the rights or restrictions referred to in paragraph 4.2 below, and subject to any special rights or restrictions as to voting for the time being attached to any shares in the Company, on a show of hands every member and duly appointed proxy shall have one vote and on a poll every member who is present in person or by proxy shall have one vote for every share which he or she holds. On a poll votes may be given in person or by proxy and a member entitled to more than one vote need not cast all his or her votes in the same way.

4.2 Restrictions on voting

A member of the Company shall not, if the Directors determine, be entitled to attend general meetings and vote, or to exercise rights of membership, if he or she or another person appearing to be interested in the relevant shares has failed to comply with a notice given under section 793 of the Act within 14 days. The restrictions will continue until there is:

• (A) due compliance to the satisfaction of the Board with the section 793 notice; or
• (B) receipt by the Company of notice that the shareholding has been sold to a third party pursuant to an arm's length transfer.

4.3 Dividends

The Company may at a general meeting declare a dividend to be paid to the members, according to their respective rights and priorities, but no divided shall exceed the amount recommended by the Directors. The Directors may, pursuant to the provisions of the Articles relating to disclosure of interests, withhold a dividend or other sums payable in respect of shares which are subject of a notice under section 793 of the Act and which represent 0.25 per cent. or more in the nominal value of the issued shares of their class and in respect of which the required information has not been received by the Company within 14 days of that notice.

A dividend unclaimed for a period of 12 years from the date when it became due for payment shall be forfeited and cease to remain owing by the Company.

4.4 Variation of rights

If the share capital of the Company is divided into different classes of shares, the rights attached to a class may be varied whether the Company is a going concern or during contemplation of it being wound up. All or any of the rights attaching to a class of shares in the Company may be varied with the written consent of the holders of not less than three-quarters in nominal value of the issued shares of the class, or with the sanction of a special resolution passed at a separate general meeting of the holders of the relevant class. The quorum of the separate general meeting shall be two persons holding, or represented by proxy, not less than third in nominal value of the issued shares of the relevant class.

4.5 Transfer of shares

All transfers of shares in the Company shall be in writing in the usual common form or in any other form permitted by the Board. The transferor is deemed to remain the holder of the shares concerned until the name of the transferee is entered in the register of members in respect of those shares.

The Directors may decline to register a transfer of shares in the Company unless:

(A) the instrument of transfer is deposited at the office of the Company or such other place as the Board may appoint, accompanied by the certificate for the shares to which it relates if it has been issued and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer; and

(B) the instrument of transfer is in respect of only one class of share and in favour of no more than four transferees. The Directors may also refuse to register a transfer if, in their opinion (and with the agreement of the London Stock Exchange), exceptional circumstances warrant.

4.6 Alteration of capital and purchase of own shares

The Company may alter its share capital in accordance with the Articles, including determining that certain shares in the Company have special rights or are subject to restrictions as compared to other shares in the Company, in any manner permitted by the Act.

4.7 General Meetings

(A) Annual general meetings

The Board shall convene and the Company shall hold annual general meetings in accordance with the requirements of the Statutes.

(B) Convening of general meetings

All meetings other than annual general meetings shall be called general meetings. The Board may convene a general meeting whenever it thinks fit. A general meeting shall also be convened by the Board on the requisition of members pursuant to the provisions of the Statutes or, in default, may be convened by such requisitions, as provided by the Statutes.

(C) Security and orderly conduct of meetings

The chairman of the Board may make such arrangements and take any actions as he or she considers appropriate to ensure the security and/or the orderly conduct of any general meeting. This may include, without limitation, searching and restrictions on items of personal property which may be taken into any such meeting, and any person (whether or not a member of the Company) who refuses to comply with any such arrangements or restrictions may be refused entry to or excluded from any such meeting.

(D) Notice of general meetings

Subject to the provisions of the Act, an annual general meeting and all other general meetings of the Company shall be called by at least such minimum period of notice as prescribed under the Act for the type of meeting concerned.

The notice shall specify the place, day and time of the meeting and the general nature of the business to be transacted.

Notice of every general meeting shall be given to all members other than any who, under the provisions of the Articles or the terms of issue of the shares which they hold, are not entitled to receive such notices from the Company, and also to the auditors (or, if more than one, each of them) and to each Director.

Every notice of meeting shall state with reasonable prominence that a member entitled to attend, speak and vote at the meeting may appoint one or more proxies to attend, speak and vote at that meeting instead of him or her and that a proxy need not be a member of the Company.

(E) Quorum

No business shall be transacted at any general meeting unless a quorum is present when the meeting proceeds to business, but the absence of a quorum shall not preclude the choice or appointment of a chairman of the meeting which shall not be treated as part of the business of the meeting.

Except as otherwise provided by the Articles two persons entitled to attend and to vote on the business to be transacted, each being a member present in person or by proxy or a duly authorised representative of a corporation which is a member shall be a quorum. If within fifteen minutes from the time appointed for the commencement of the general meeting a quorum is not present, or if during the meeting, a quorum ceases to be present, the meeting, if convened by or on the requisition of members, shall be dissolved. In any other case, it shall stand adjourned to such other day (not being less than seven days later, excluding the day on which the meeting is adjourned and the day for which it is reconvened) and at such other time and place, as the chairman of the meeting may decide. If at an adjourned meeting a quorum is not present within 15 minutes from the time fixed for holding the meeting or if during the meeting a quorum ceases to be present, the adjourned meeting shall be dissolved.

(F) Chairman

The chairman of the Board or, in his or her absence the deputy chairman, shall preside as chairman at every general meeting. If there is no chairman or deputy chairman, or if at any meeting neither the chairman nor the deputy chairman is present within five minutes after the time appointed for the commencement of the meeting, or if neither the chairman nor the deputy chairman is willing to act as chairman, the Directors present shall choose one of their number to act. If no Director is present, or if each of the Directors present declines to take the chair, the persons present and entitled to vote shall appoint one of their number to be chairman of the meeting.

(G) Adjournment

With the consent of any meeting at which a quorum is present the chairman of the meeting may (and if so directed by the meeting shall) adjourn the meeting either indefinitely or to another time or place.

In addition, the chairman of the meeting may at any time without the consent of the meeting adjourn the meeting (whether or not it has commenced or a quorum is present) either indefinitely or to another time or place if, in his or her opinion, it would facilitate the conduct of the business of the meeting to do so, notwithstanding that by reason of such adjournment some members may be unable to be present at the adjourned meeting.

(H) Method of voting and demand for poll

At a general meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless (before or immediately after the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded by:

• (i) the chairman of the meeting; or
• (ii) not less than five members present in person or by proxy having the right to vote on the resolution; or
• (iii) a member of the members present in person or by proxy representing in aggregate not less than 10 per cent. of the total voting rights of all the members having the right to vote on the resolution (excluding any voting rights attached to any shares in the Company held as treasury shares); or
• (iv) a member or members present in person or by proxy holding shares conferring the right to vote on the resolution on which an aggregate sum has been paid up equal to not less than 10 per cent. of the total sum paid up on all the shares conferring that right (excluding any shares in the Company conferring a right to vote at the meeting which are held as treasury shares),

and a demand for a poll by a person as proxy for a member shall be as valid as if the demand were made by the member himself or herself.

(I) Taking a poll

If a poll is demanded (and the demand is not withdrawn), it shall be taken in such manner as the chairman of the meeting shall direct and he or she may appoint scrutineers (who need not be members).

(J) Proxies

A proxy need not be a member of the Company and a member may appoint more than one proxy in relation to a meeting to attend and to speak and to vote on the same occasion provided that each proxy is appointed to exercise the rights attached to a different share or shares held by a member.

(K) Form of proxy

An appointment of a proxy shall be in any usual or common form or in any other form (in writing or otherwise) which the Board may approve in its discretion, which may include electronic means. The appointment of a proxy shall be made by the appointor or his or her duly authorised agent, or, if the appointor is a corporation, shall either be executed under its common seal or on behalf of its duly authorised officer.

(L) Receipt of proxy

The appointment of a proxy shall:

• (i) be received at a proxy notification address not less than 48 hours before the time appointed for holding the meeting at which the appointee proposes to vote; or
• (ii) in the case of a poll which is taken more than 48 hours after it is demanded, or in the case of an adjourned meeting to be held more than 48 hours after the original meeting, be received at a proxy notification address not less than 24 hours before the time appointed for the taking of the poll or the time of the adjourned meeting (as the case may be); or
• (iii) in the case of a poll which is not taken at the meeting at which it is demanded but is taken 48 hours or less after it was demanded, or in the case of an adjourned meeting held less than 48 hours after the original date, be received either (i) at a proxy notification address in accordance with (L)(i) above; or (ii) in hard copy form at the meeting at which the poll was demanded or at the original meeting (as the case may be) by the chairman or by the secretary or any Director; or (iii) at a proxy notification address by such time as the chairman of the meeting may direct when the poll is demanded.

The Board may at its discretion determine that in calculating the periods above, no account shall be taken of any part of a day that is not a working day, as deemed by the Act.

(M) Validity of proxy

No appointment of proxy shall be valid after the expiry of twelve months from the date of its execution, except on a poll demanded at a meeting or an adjourned meeting in cases where the original meeting was held within twelve months of the date of execution.

4.8 Number of Directors

Unless otherwise determined by ordinary resolution of the Company, the Directors shall not be less than two and not more than fifteen.

4.9 Appointment of Directors

Subject to the provisions of the Articles, any person who is willing to act as a Director, either to fill a vacancy or as an additional Director may be appointed by:

• (A) the Company by ordinary resolution; or
• (B) the Board.

Any Director so appointed shall retire at the next annual general meeting and shall then be eligible for reappointment.

No person (other than a Director retiring in accordance with the Articles) shall be appointed or reappointed a Director at any general meeting unless:

• (A) he is recommended by the Board; or
• (B) not less than seven nor more than 42 clear days before the date appointed for the meeting notice in writing by a member qualified to vote at the meeting (other than the person to be proposed) has been given to the Company of the intention to propose that person for appointment or re-appointment together with confirmation in writing by that person of his or her willingness to be appointed or re-appointed and the particulars which would, if he or she were so appointed or re-appointed, be required to be included in the Company's register of Directors.

4.10 Remuneration

Each of the Directors shall be paid fees not exceeding in aggregate £200,000 per annum, or such higher sum as may be determined by ordinary resolution. Any Director who serves on any committee, or who devotes special attention to the business or otherwise performs services outside the scope of the ordinary duties of a Director (in the opinion of the Directors), may be paid extra remuneration as determined by the Directors. The Director shall be entitled to be paid all travelling hotel and other expenses properly incurred by them in connection with the business of the Company, including expenses incurred in travelling to and from meetings of the Board, committee meetings, general meetings and separate meetings of the holders of any class of securities of the Company.

4.11 Retirement of Directors

At every annual general meeting, a Director shall retire if:

• (A) he has been appointed by the Board since the previous annual general meeting;
• (B) it is the third annual general meeting following the annual general meeting at which he or she was elected (or re-elected).

A Director retiring at a meeting shall, if he or she is not re-elected remain in office until the meeting elects someone in his or her place or, if not, until the end of the meeting.

Subject to the provisions of the Statutes, the Directors to retire by rotation shall include any Director who wishes to retire and who does not wish to be re-elected. In addition, Directors shall retire by rotation if they are the longest serving Directors or if they have been in office for more than three years since their election or re-election. Subject to the provisions of the Articles, any such Director shall be eligible for re-election.

4.12 Removal of Directors

Without prejudice to the provisions of the Act, the Company may by ordinary resolution remove any Director before the expiration of this term of office notwithstanding anything in the Articles or in any agreement between him or her and the Company.

4.13 Vacation of office of Director

Without prejudice to the provisions of the Articles for retirement or removal, the office of a Director shall be vacated:

• (A) if he or she ceases to be a Director by virtue of any provision of the Statutes or is removed from office pursuant to the Articles; or
• (B) if he or she is prohibited by law from being a Director; or
• (C) if he or she becomes bankrupt or he or she makes any arrangement or composition with his or her creditors generally; or
• (D) if a registered medical practitioner who is treating that person gives a written opinion to the Company stating that person has become physically or mentally incapable of acting as a Director and may remain so for more than three months; or
• (E) if he or she is absent from meetings for six successive months without special leave of absence, and his or her alternate has not attended in his or her place, and the Board resolves that his or her office be vacated; or

(F) if he or she serves on the Company notice of his or her wish to resign, in which event he or she shall vacate office on the service of that notice on the Company or at such later time as is specified in the notice.

4.14 Executive Directors

The Board may from time to time appoint one or more Directors to hold any employment or executive office with the Company and on such terms as the Board determine. The Board may also at any time remove a person from such office.

A Director appointed to any executive office or employment shall automatically cease to hold that office if he or she ceases to be a Director.

4.15 Power to appoint alternate Directors

Each Director may appoint another Director or any other person who is willing to act as his or her alternate and may remove him or her from that office. The appointment as an alternate Director of any person who is not himself or herself a Director shall be subject to the approval of a majority of the Director or a resolution of the Board.

An alternate Director shall be entitled to receive notice of all meetings of the Board and of all meetings of committees of which the Director appointing him or her is a member, to attend and vote at any such meeting at which the Director appointing him or her is not personally present and at the meeting to exercise and discharge all the functions, powers and duties of his or her appointer as a Director and for the purposes of the proceedings at the meeting the provisions of the Articles shall apply as if he or she were a Director.

Every person acting as an alternate Director shall have one vote for each Director for whom he or she acts as alternate, in addition to his or her own vote if he or she is also a Director.

4.16 Quorum and voting requirements

• (A) A Director shall not vote on (or be counted in the quorum) in relation to any resolution of the Board concerning his or her own appointment (including fixing or varying its terms), or the termination of his or her own appointment, as the holder of any holder of any office or place of profit with the Company or any other company in which the Company is interested but, where proposals are under consideration concerning the appointment (including fixing or varying its terms), or the termination of the appointment, or two or more Directors to offices or places of profit with the Company or any other company in which the Company is interested, those proposals may be divided and a special resolution may be put in relation to each Director and in that case each of the Directors concerned (if not otherwise debarred from voting under this Article) shall be entitled to vote (and be counted in the quorum) in respect of each resolution unless it concerns his or her own appointment or the termination of his or her own appointment.
• (B) A Director shall not be entitled to vote on a resolution (or attend or count in the quorum at those parts of a meeting regarding such resolution) relating to a transaction or arrangement with the Company in which he or she is interested, save:
• (i) any contract in which the Director is interested by virtue of his or her interest in shares, debentures or other securities of the Company or otherwise in or through the Company;
• (ii) the giving of any guarantee, security or indemnity in respect of money lent or obligations incurred by the Director at the request of the Company or its subsidiary undertakings;
• (iii) the giving of any guarantee, security or indemnity in respect of a debt or obligation of the Company or any of its subsidiary undertakings for which the Director has himself or herself assumed responsibility in whole or in part under a guarantee or indemnity or by the giving of security;
• (iv) indemnification by the Company in relation to the performance of the Director's duties on behalf of the Company or its subsidiaries;

• (v) any contract concerning any other company in which the Director does not hold, directly or indirectly, voting rights representing one per cent. or more of any class of shares in that company;

• (vi) any contract relating to an arrangement for the benefit of the employees of the Company or any of its subsidiary undertakings which does not award him or her any privilege or benefit not generally awarded to the employees to whom such arrangement relates; and

• (vii) any contract concerning the purchase or maintenance of insurance against any liability, for the benefit of persons including the Directors.

4.17 Other conflicts of Interest

• (A) If a Director is in any way, directly or indirectly, interested in a proposed contract with the Company or a contract that has been entered into by the Company, he or she must declare the nature and extent of that interest to the Directors in accordance with the Statutes.
• (B) Provided he or she has declared his or her interest, a Director may:
• (i) be party to, or otherwise interested in, any contract with the Company or in which the Company has a direct or indirect interest;
• (ii) hold any other office or place of profit with the Company (except that of auditor) in conjunction with his or her office of Director for such period and upon such terms, including as to remuneration, as the Board may decide, either in addition to or in lieu of any remuneration under any other provision of the Articles;
• (iii) act by himself of herself or through a firm with which he or she is associated in a professional capacity for the Company or any other company in which the Company may be interested (otherwise than as auditor);
• (iv) be or become a Director or other officer of, or employed by or otherwise be interested in any holding company or subsidiary company of the Company or any other company in which the Company may be interested; and
• (v) be or become a Director of any other company in which the Company does not have an interest and which cannot reasonably be regarded as giving rise to a conflict of interest at the time of his or her appointment as a Director of that other company.

4.18 Conflicts of Interest requiring Board authorisation

• (A) The Board may, subject to the quorum and voting requirements set out in the Articles, authorise any matter which would otherwise involve a Director breaching his or her duty under the Statutes to avoid conflicts of interest.
• (B) A Director seeking authorisation in respect of a Conflict of Interest shall declare to the Board the nature and extent of his or her interest in a Conflict of Interest as soon as is reasonably practicable. The Director shall provide the Board with such details of the relevant matter as are necessary for the Board to decide how to address the Conflict of Interest together with such additional information as may be requested by the Board.
• (C) Any Director (including the relevant Director) may propose that the relevant Director be authorised in relation to any matter the subject of Conflict of Interest. Such proposal and any authority given by the Board shall be effected in the same way that any other matter may be proposed to and resolved upon by the Board under the provisions of the Articles save that:
• (i) The relevant Director and any other Director with a similar interest shall not count towards the quorum nor vote on any resolution giving such authority; and
• (ii) the relevant Director and any other Director with a similar interest may, if the other members of the Board so decide, be excluded form any Board meeting while the Conflict of Interest is under consideration.
• (D) Where the Board gives authority in relation to a Conflict of Interest or where any of the situations described in the Articles applies in relation to a Director (a "Relevant Situation"):

• (i) the Board may (whether at the relevant time or subsequently):

• (a) require that the relevant Director is excluded from the receipt of information, the participation in discussion and/or the making of decisions (whether at meetings of the Board or otherwise related to the Conflict of Interest or Relevant Situation; and

• (b) impose upon the relevant Director such other terms for the purpose of dealing with the Conflict of Interest or Relevant Situation as it may determine;
• (ii) the relevant Director will be obliged to conduct himself or herself in accordance with any terms imposed by the Board in relation to the Conflict of Interest or Relevant Situation;
• (iii) the Board may provide that where the relevant Director obtains (otherwise than through his or her position as a Director of the Company) information that is confidential to a third party, the Director will not be obliged to disclose that information to the Company, or to use or apply the information in relation to the Company's affairs, where to do so would amount to a breach of that confidence;
• (iv) the terms of the authority shall be recorded in writing (but the authority shall be effective whether or not the terms are so recorded); and
• (v) the Board may revoke or vary such authority at any time but this will not affect anything done by the relevant Director prior to such revocation in accordance with the terms of such authority.
• (E) The Directors may authorise a matter which may give rise to a conflict of interest on the part of a person who is proposed to be appointed as a Director to the Board and any authorisation of such matter by the Directors shall promptly be communicated to such person and shall apply to him or her on his or her appointment as Director.

4.19 Benefits

Subject to the provisions of the Statutes a Director shall not be disqualified by his or her office from entering into any contract with the Company. Subject to the interest of the Director being duly declared, a contract entered into by or on behalf of the Company in which any Director is in any way interested shall not be liable to be avoided; nor shall any Director so interested be liable to account to the Company for any benefit resulting from the contract by reason of the Director holding that office or the fiduciary relationship established by his or her holding that office.

4.20 Powers of the Board

The business and affairs of the Company shall be managed by the Board which may exercise all the powers of the Company, subject to the provisions of the Statutes and the Articles. No alteration of the Articles shall invalidate any prior act of the Board which would have been valid if the alteration had not been made.

4.21 Borrowing powers

Subject to the provisions of the Statutes, the Board may exercise all the powers of the Company to borrow money and to mortgage or charge all or any part of the Company's undertaking, property, assets (present and future) and uncalled capital and to issue debentures and other securities and to give security either outright or as collateral security for any debt, liability or obligation of the Company or of any third party.

4.22 Indemnity of officers

Subject to the provisions of and so far as may be permitted and consistent with the Statutes each current or former Director or other officer of the Company may be indemnified out of the assets of the Company against (i) all liabilities incurred by a Director in connection with his or her actual or purported execution of office, discharge of duties and/or exercise of powers in relation to the Company or an associated company (including any company that is a trustee for the occupational pension scheme for employees of the Company); and (ii) any liability incurred by a Director in disputing or defending any actual or threatened proceedings under section 661(3) or (4) or section 1157 of the Act.

The Board may purchase and maintain for the benefit of any person who holds or has at any time held a relevant office (as defined in the Articles), insurance against any liability or expense incurred by him or her in relation to the Company or any subsidiary undertaking or any third party in respect of any act or omission in the actual or purported discharge of his or her duties or otherwise in connection with holding his or her office.

4.23 Delegation to individual Directors

The Board may entrust to and confer upon and a Director any of its powers, authorities and discretions on such terms and conditions as it thinks fit, and may revoke or vary all or any of them.

4.24 Committees

The Board may delegate any of its powers, authorities and discretions to one or more committees provided that the majority of the members of the committee are Directors and that no meeting of the committee shall be quorate for the purpose of exercising any of its powers, authorities or discretions unless a majority of those present are Directors. The terms of reference of the committees of the Company are summarised at part 11, paragraph 9.

4.25 Quorum

The quorum necessary for the transaction of the business of the Board may be fixed by the Board and, unless so fixed at any other number, shall be two. Any Director who attends a meeting by telephone or any other means (whether electronic or otherwise) shall be deemed to be personally present for the purposes of the Articles and shall be counted in the quorum accordingly.

4.26 Voting

Questions arising at any meeting shall be determined by a majority of votes. In the case of an equality of votes the chairman of the meeting shall be entitled to a casting vote (regardless of how he or she has already voted).

4.27 Resolutions in writing

A resolution in writing signed by all the Directors who are entitled to notice of a meeting of the Board, to attend such meeting and to vote on such resolution shall be as valid and effective as if it has been passed at a meeting of the Board duly called and constituted. The resolution may be contained in one document or in several documents in like form, each signed or approved by one or more of the Director concerned.

5. DIRECTORS' AND PROPOSED DIRECTOR'S SHARE INTERESTS AND OPTIONS

5.1 The interests of the Directors and the Proposed Director, in each case, their immediate families and any persons connected with them (within the meaning of section 252 of the Act) (all of which, unless otherwise stated, are beneficial) in the issued share capital of the Company as at the date of this Prospectus and as they are expected to be immediately following Admission are/will be as follows:

		As at the date of this Prospectus	Immediately following Admission
Director	Number of Ordinary Shares	Percentage of issued Ordinary Shares	Number of Ordinary Shares	Percentage of issued Ordinary Shares
Peter Allen	1,100,000	0.30%	1,100,000	0.20%
Zillah Byng-Thorne	1,091,369	0.30%	1,091,369	0.20%
James Hanbury	0%	0%	470,040	0.09%
Manjit Wolstenholme	252,889	0.07%	252,889	0.05%
Penny Ladkin-Brand	150,000	0.04%	150,000	0.03%
Hugo Drayton	0	0%	0	0%

5.2 Details of options and other share incentives held by the Directors and the Proposed Director are set out below:

		Price paid	Earliest exercise	Expiry	Exercise price per	Balance at 17 October
	Date of grant	for grant	date	date	share (p)	2016
PSP
Zillah Byng-Thorne	16 Dec 2013	Nil	16 Dec 2016	N/A	Nil	2,000,000
	16 Jul 2014	Nil	16 July 2017	N/A	Nil	2,500,000
	30 Nov 2015	Nil	30 Nov 2018	N/A	Nil	2,500,000
Penny Ladkin-Brand	3 Aug 2015	Nil	3 Aug 2018	N/A	Nil	1,647,834
	30 Nov 2015	Nil	30 Nov 2018	N/A	Nil	1,250,000
Sharesave
Zillah Byng-Thorne	13 Dec 2013	Nil	1 Feb 2017	1 Aug 2017	13.0	69,230

5.3 Further information on the share option and incentive schemes of the Company is included in paragraphs 2.23 to 2.30 of part 11 of this Prospectus.

6. DIRECTORS' AND PROPOSED DIRECTOR'S REMUNERATION AND TERMS AND CONDITIONS

• 6.1 In the financial year ended 30 September 2016, the aggregate remuneration (including pension fund contributions and benefits in kind) of the Directors was £725,292. The aggregate remuneration (including pension fund contributions and benefits in kind but excluding bonuses) of the Directors and the Proposed Director in respect of the current financial year (under the arrangements in force at the date of this Prospectus) is expected to be £912,330. The Directors have waived their right to performance related bonuses. In the year ended 30 September 2016, no Director accrued contingent or deferred compensation payable at a later date.
• 6.2 The remuneration of the Directors (excluding long-term incentive awards), during the financial year ended 30 September 2016 is set out below:

Director	Annual salary/£	Bonus/£ and benefits	Pension contribution/£	Pay in lieu of pension/£
Peter Allen*	101,250	0	0	0
Zillah Byng-Thorne	300,000	10,369	28,125	9,375
Hugo Drayton	40,000	0	0	0
Penelope Ladkin-Brand	177,625	30	8,152	0
Manjit Wolstenholme	50,000	0	0	0

Notes

*Peter Allen's salary was reduced from £120,000 per annum to £95,000 per annum, effective 1 January 2016.

6.3 The length of service of the Directors and expiry of the term of such office is set out below:

Director	Start date	Length of service as at the date of this Prospectus	Expiry
Penelope Ladkin-Brand Zillah Byng-Thorne Peter Allen	3 August 2015 18 November 2013 5 August 2011	One year, three months Two years, eleven months Five years, three months	Continuous Continuous Initial term expired on 4 August 2014; informally extended (by mutual agreement) on 5 August 2014 on a continuous basis**
Hugo Drayton	1 December 2014	One year, ten months	Initial term expires on 30 November 2017**
Manjit Wolstenholme	9 February 2011	Five years, eight months	Initial term expired on 8 February 2014; informally extended (by mutual agreement) on 9 February 2014 on a continuous basis**
James Hanbury	Admission	0	Initial term of three years from Admission.***

Notes

* Subject to six months' notice, removal under the Articles or in accordance with law and re-election by rotation.

** Subject to three months' notice, removal by the remaining Directors, removal under the Articles or in accordance with the law and re-election by rotation.

• *** Subject to three months' notice, removal under the Articles or by law and re-election by rotation or in the event that he ceases to be approved by the FSA, Disruptive Capital's shareholding in the Company being less than 10 per cent. of the entire issued share capital of the Company or Disruptive Capital notifies the Company that it wishes to elect an alternative appointed representative of Disruptive Capital to the Board.
• 6.4 Details of the service contracts of the Directors are set out below:
• (A) Penny Ladkin-Brand entered into a service agreement with the Company dated 30 July 2015. Under the terms of the agreement, Penny was appointed as chief financial officer on 3 August 2015 for a continuous period subject to termination by either party on not less than six months' notice in writing. She now also acts as Company secretary for the Group. Penny is entitled to a fixed salary of £178,500 per annum subject to annual review. She was paid a pro-rated salary of £29,167 in the financial year ending 30 September 2015. Penny is entitled to participate in the Company's discretionary bonus scheme up to an amount equal to 50 per cent. of salary and the Company's discretionary senior management share incentive plan. She will be reimbursed for all proper and reasonable expenses incurred in performing her duties. The Company makes annual contributions to Penny's pension arrangements up to 6 per cent. of her annual salary, so long as she matches these contributions from her salary. Penny is also entitled to participate, at the Company's expense, in such medical insurance scheme and Group permanent health insurance scheme as may be operated by the Company from time to time. The Company also maintains executive Director and officers' insurance in respect of those liabilities which she may incur as a Director.
• (B) Zillah Byng-Thorne entered into a service agreement with the Company dated 2 October 2013. Under the terms of the agreement, Zillah was appointed as chief financial officer on 18 November 2013 for an indefinite period subject to termination by either party on not less than six months' notice in writing. Zillah's terms were amended by letter on 2nd April 2014, on 3 February 2015 and subsequently on 12th March 2015. Zillah now acts as the chief executive officer. Zillah is entitled to a fixed salary of £300,000, and was paid a salary of £296,250 in the financial year ending 30 September 2015. Her notice period was increased which now means this is subject to termination by either party of not less than 12 months' notice. Zillah is entitled to participate in the Company's discretionary bonus scheme up to an amount equal to 120 per cent. of salary and the Company's discretionary senior management share incentive plan. She will be reimbursed for all proper and reasonable expenses incurred in performing her duties.

The Company makes annual contributions to Zillah's pension arrangements of 12 per cent. of her annual salary. Zillah is also entitled to participate, at the Company's expense, in such medical insurance scheme and Group permanent health insurance scheme as may be operated by the Company from time to time and has the benefit of a car allowance of £10,000 per annum. The Company also maintains executive Director and officers' insurance in respect of those liabilities which she may incur as a Director.

• (C) Peter Allen entered into an appointment letter with the Company dated 4 August 2011. Under the terms of his appointment letter, Peter was appointed as a non-executive Director and chairman of the Company on 5 August 2011 for an initial term of three years which was capable of being extended upon mutual consent by the parties (subject to election by the Company's shareholders at each annual general meeting at which all continuing Directors are proposed for re-election). The initial term was informally extended (by mutual agreement) on 5 August 2014. The appointment is subject to termination by Peter on not less than three months' notice. The appointment may also be terminated by the Company serving notice in writing, signed by or on behalf of each of the remaining Directors. Peter was paid an annual fee of £120,000 in the financial year ending 30 September 2015. Peter's annual fee was reduced with effect from the 1st January 2016 and his annual fee is now £95,000. He will be reimbursed for all proper and reasonable expenses incurred in performing his duties. He is not entitled to pension contributions or to participate in any of the Company's benefit arrangements.
• (D) Hugo Drayton entered into an appointment letter with the Company dated 19 November 2014. Under the terms of his appointment letter, Hugo was appointed as a non-executive Director of the Company on 1 December 2014 for an initial term of three years which is capable of being extended upon mutual consent by the parties (subject to election by the Company's shareholders at each annual general meeting at which all continuing Directors are proposed for re-election). The appointment is subject to termination by Hugo on not less than three months' notice. The appointment may also be terminated by the Company serving notice in writing, signed by or on behalf of each of the remaining Directors. Hugo was paid an annual fee of £33,000 in the financial year ending 30 September 2015. He will be reimbursed for all proper and reasonable expenses incurred in performing his duties. He is not entitled to pension contributions or to participate in any of the Company's benefit arrangements.
• (E) Manjit Wolstenholme entered into an appointment letter with the Company dated 9 February 2011. Under the terms of her appointment letter, Manjit was appointed as a non-executive Director of the Company on 9 February 2011 for an initial term of three years which was capable of being extended upon mutual consent by the parties (subject to election by the Company's shareholders at each annual general meeting at which all continuing Directors are proposed for re-election). The initial term was informally extended (by mutual agreement) on 9 February 2014. The appointment is subject to termination by Manjit on not less than three months' notice. The appointment may also be terminated by the Company serving notice in writing, signed by or on behalf of each of the remaining Directors. Manjit was paid an annual fee of £49,167 the financial year ending 30 September 2015. She will be reimbursed for all proper and reasonable expenses incurred in performing her duties. She is not entitled to pension contributions or to participate in any of the Company's benefit arrangements.
• (F) James Hanbury entered into an appointment letter with the Company dated 17 October 2016, following Completion. Under the terms of his appointment letter, James was appointed as a non-executive Director of the Company (as a representative to the Board from Disruptive Capital) for an initial term of three years which is capable of being extended upon mutual consent by the parties in writing (subject to election by the Company's shareholders at each annual general meeting at which all continuing Directors are proposed for re-election). The appointment is subject to termination by James on not less than three months' notice. The Company reserves the right to terminate the appointment with immediate effect in certain events, such as Disruptive Capital's shareholding in the Company falling below 10 per cent. (pursuant to the terms of the Share Purchase Agreement) or if Disruptive Capital notifies the Company that it wishes to elect an alternative representative to the Board. James is entitled to an annual fee of £65,000. He will be reimbursed for all proper and reasonable expenses

incurred in performing his duties. He is not entitled to pension contributions or to participate in any of the Company's benefit arrangements.

6.5 Certain Directors will be subject to orderly market and lock in arrangements from Admission, further details of which are included in paragraph 13 of this Prospectus.

7. ADDITIONAL INFORMATION ON THE DIRECTORS AND THE PROPOSED DIRECTOR

7.1 Set out below are the current and former directorships of the Directors and the Proposed Director:

Peter Allen

Current directorships Past directorships (within last five years) Advanced Medical Solutions Group plc BBI Diagnostics Group 2 plc Clinigen Group plc Chroma Therapeutics Limited Diurnal Group plc Mecom Group Limited** Future plc Prostrakan Group plc Oxford Nanopore Technologies Limited Proximagen Group Limited

Zillah Byng-Thorne

Etihad Topco Limited One Rebel Ltd Professional Publishers Association Ltd Betfair Group Limited Future IP Limited Trainline Investments Holdings Limited Future Holdings 2002 Limited Delta Point Associates Limited** Future Publishing Holdings Limited Hope Lodge (Management) Limited Future plc CSL Media Limited* FXM International Limited Music Maker Limited* A&S Publishing Company Limited Chester Square Limited* Future Publishing Limited Future (Motoring) Publishing Limited* Future Publishing (Overseas) Limited FutureFolio IP Limited* FutureFolio Limited Auto Trader National Sales Limited Byng & McKenzie Consultants Ltd Auto Trader Limited MAXZA Enterprises Limited Auto Trader Holding Limited

Scancell Holdings plc St Mary's School (Calne) Services Limited The Calne Foundation Trust TMO Renewables Limited*****

Current directorships Past directorships (within last five years) Future Verlag GmbH**** Music Maker Publications (Holdings) Limited* Sarracenia Limited Future (Business Entertainment) Publishing Limited* PaddyPowerBetfair PLC Auto Trader Publications (GMG) Limited Trader Media (Earls Court) Group Limited Irish Auto Trader Limited Auto Trade – Mail Limited Trademail Holdings Limited Trade Data Systems Limited Midland Auto Trader Limited Beach Magazines and Publishing Limited* Future Network Limited*

James Hanbury

Imagine Publishing Limited Mujo Mechanics Limited Jach Management Ltd XGTF Limited

Manjit Wolstenholme

Future plc Albany Investment Trust plc** Cala Group (Holdings) Limited Capital & Regional plc Cala 1 Limited The Gala Film Partners LLP The Unite Group plc CMC Markets plc

Current directorships Past directorships (within last five years) Downe House Foundation Incisive Media Investments Limited Miura (Holdings) Ltd Buckley Publishing Company Limited** Learned Information (Europe) Limited** Web Recruitment Services Limited** Breakthrough Publishing Limited** MSM International Limited VNU Business Publications Ltd** Incisive Photographic Limited** Conjecture Limited** Global Professional Media Limited Central Banking Publications Limited** CIFT Limited** Top Furbco Limited** IMARK Communications Limited** Incisive Services Limited** Matching Hat Limited Buckpill Limited** DWT Conferences Limited** Incisive RWG Limited Initiative Europe Consulting Limited Incisive Media Services Limited Buckley Press Limited** Incisive Media Limited Initiative Europe Limited** Incisive TBP Group Limited** Timothy Benn Publishing Limited** Initiative Europe Holdings Limited** City Financial Communications Limited** Incisive Financial Publishing Limited** Incisive Media (Bidco) Limited APAX Summer (Holdco) Limited** APAX Summer (Topco) Limited** APAX Summer LLP** Incisive Media Holdings Limited***

Current directorships Past directorships (within last five years)

Provident Financial plc Private Banking Training Limited Cala Group Limited Manchester Academic Health Science Centre

Penny Ladkin-Brand

Current directorships Past directorships (within last five years) Future plc CSL Media Limited* FXM International Limited Music Maker Limited* Future Publishing Holdings Limited Chester Square Limited* Future Holdings 2002 Limited Future (Motoring) Publishing Limited* Sarracenia Limited Future Network Limited* Future Publishing (Overseas) Limited Future IP Limited Future Publishing Limited Brand and Brand Consulting Limited Noble House Media Limited

Castlenau Court Management Limited Music Maker Publications (Holdings) Limited* FutureFolio Limited Future (Business Entertainment) Publishing Limited* A&S Publishing Company Limited Beach Magazines and Publishing Limited*

Hugo Drayton

Current directorships InSkin Media Ltd Manufactura Limited Future plc

Notes

*Dissolved by voluntary strike-off **Members voluntary liquidation ***Converted/closed entity of UK establishment of an overseas company ****In liquidation *****Voluntary creditor's liquidation

• 7.2 Other than as set out in paragraph 7.1 above, and paragraph 7.3 below, as at the date of this Prospectus:
• (A) none of the Directors and the Proposed Director have had any convictions in relation to fraudulent offences for at least the previous five years;
• (B) none of the Directors and the Proposed Director is or was a director of a company, a member of an administrative, management or supervisory body or a senior manager of a company within the previous five years which has entered into any bankruptcy, receivership or insolvent liquidation proceedings;
• (C) none of the Directors and the Proposed Director have been subject to an official public incrimination and/or sanction by a statutory or regulatory body nor have such persons been disqualified by a court from acting as a member of the administrative, management or supervisory bodies of a company or from acting in the management or conduct affairs of any company, in the last five years;
• (D) none of the Directors and the Proposed Director are aware of any contract or arrangement subsisting in which they are materially interested and which is significant to the business of the Company which is not otherwise set out below; and
• (E) none of the Directors and the Proposed Director have any conflict of interest or potential conflict of interest between their respective duties to the Company and their private interests and/or other duties.
• 7.3 Certain of the Directors and the Proposed Director is or was a director of a company within the previous five years which has entered into liquidation proceedings. These companies are identified in paragraph 7.1 above.

8. EMPLOYEES

• 8.1 As at 30 September 2014, the actual number of people employed by the Group was 577 (2013 continuing: 782). Of those, in respect of the Group's reportable segments 486 (2013 continuing: 641) were employed in the UK and 91 (2013 continuing: 141) were employed in the US. In 2014, there were 597 production staff and 117 administration staff.
• 8.2 As at 30 September 2015, the actual number of people employed by the Group was 521 (2014 continuing: 577). Of those, in respect of the Group's reportable segments 448 (2014 continuing: 486) were employed in the UK and 73 (2014 continuing: 91) were employed in the US. In 2015, there were 436 production staff and 94 administration staff.
• 8.3 As at the Last Practicable Date, the actual number of people employed by the Group (including the Imagine Publishing Group) was 614.

9. BOARD PRACTICES

9.1 Corporate governance

As a Standard Listed entity, the Group is not required to comply with the requirements of the UK Corporate Governance Code and therefore the Group has not adopted the Code. However, the Directors continue to comply with the spirit of the Code.

9.2 Audit Committee

The Audit Committee meets before the interim and annual results announcements and reviews the relevant financial results with the executive management team and the external auditors. The Audit Committee also meets separately for the purposes of planning the audit process, monitoring its effectiveness, reviewing the Future Group's relationship with the external auditors and undertaking a detailed review of the Future Group's internal controls and risk management systems. It also considers whether the annual reports of the Company are fair, balanced and understandable and advises the Board accordingly.

Pursuant to the terms of reference, the Audit Committee shall consist of at least two independent Directors and the company secretary of the Company (or their nominee) is appointed as the secretary of the Audit Committee. Appointment to the Audit Committee shall be for a period of up to three years, which may be extended for further periods of up to three years, in each case at the discretion of (and subject to the removal by) the Board. Meetings of the Audit Committee shall be convened as required, but no less than three times in each year to coincide with key dates within the Company's financial reporting and audit cycle.

The Audit Committee comprises Peter Allen and Manjit Wolstenhome (as Chairman).

9.3 Nomination Committee

The Nomination Committee leads the process of board appointments and/or recommendations and reviews and monitors the constitution and balance of skill of the members of the Board.

Pursuant to the terms of reference, the Nomination Committee shall consist of at least two Directors, the majority of whom shall be independent non-executive Directors. Appointment to the Remuneration Committee shall be for a period of up to three years, which may be extended for further periods of up to three years, in each case at the discretion of (and subject to the removal by) the Board. Meetings of the Nomination Committee shall be convened as required, but no less than once per financial year of the Company. The terms of reference have been reviewed annually and reapproved since incorporation of the Company.

The Nomination Committee comprises Manjit Wolstenholme, Hugo Drayton and Peter Allen (as Chairman).

9.4 Remuneration Committee

The Remuneration Committee determines the remuneration packages of executive Directors, including performance related awards and share based incentives, remuneration policy, which includes the individual bonus targets for executive Directors and performance criteria attached to share-based incentives, the remuneration of the Chairman, recommendations of remuneration levels for non-executive Directors and senior management in line with industry remuneration packages and the implementation of any new share-based incentive scheme proposed to be implemented.

Pursuant to the terms of reference, the Remuneration Committee shall consist of at least two independent non-executive Directors and the company secretary of the Company is appointed as the secretary of the Remuneration Committee. Appointment to the Remuneration Committee shall be for a period of up to three years, which may be extended for further periods of up to three years, in each case at the discretion of (and subject to the removal by) the Board. Meetings of the Remuneration Committee shall be convened as required, but no less than three times in each year. The terms of reference have been reviewed annually and reapproved since incorporation of the Company.

As at the date of this Prospectus, the Remuneration Committee comprises Peter Allen, Hugo Drayton and Manjit Wolstenholme (as Chairman).

9.5 Securities Transactions Code

The Company has established and, following Admission, intends to continue to comply with a securities transactions code in accordance with the Market Abuse Regulations. The code applies to the Directors and relevant employees of the Future Group. All employees who are privy to financially sensitive information are required to sign up to the rules established pursuant to the Company's securities transaction code.

10. WORKING CAPITAL

The Company is of the opinion that, after taking into account the amounts available to the Company under the New Facility, the Future Group has sufficient working capital for its present requirements, that is, for at least the next 12 months from the date of publication of this Prospectus.

11. SIGNIFICANT CHANGE

There has been no significant change in the financial or trading position of the Group since 31 March 2016, being the date to which the historical financial information incorporated by reference in part 9 of this Prospectus was prepared.

12. LITIGATION

There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Group is aware), which during the 12 month period prior to the publication of this Prospectus may have, or have had in the recent past, a significant effect on the Group's financial position or profitability.

13. MATERIAL CONTRACTS

The following contracts (not being contracts entered into in the ordinary course of business) have been entered into in the two years preceding the date of this Prospectus by any member of the Group and are, or may be, material to the Group or have been entered into by any member of the Group and contain any provision under which any member of the Group has any obligation or entitlement which is material to the Group at the date of this Prospectus:

13.1 Noble House Media Share Purchase Agreement

On 5 April 2016, Future Publishing Limited entered into the Noble House Media SPA with the Noble Sellers, pursuant to which Future Publishing Limited agreed to purchase the entire issued share capital of Noble House Media.

The consideration for the acquisition of Noble House Media was £245,000 comprising a cash element of £128,000 and an additional sum in relation to the repayment by Noble House Media of a loan of £117,000 it had received from one of the sellers, Debra Doran (the "Noble House Loan"), both of which were paid on completion of the transaction. In addition, a deferred element of up to £250,000 is payable to Mrs Doran if certain target operating profits and overhead reductions are achieved in relation to the business (in the year ending 31 March 2017).

The Noble House Media SPA contains customary warranties relating to Noble House Media which are given by Debra Doran. The remaining sellers have given warranties only in relation to their rights and title to the transferring shares.

Claims against the Noble Sellers, including for breach of warranty, are subject to certain financial, time and other limitations. The aggregate liability of Debra Doran for any such claims is the cash consideration, plus the amount in relation to the repayment of the Noble House Loan.

13.2 Blaze Asset Purchase Agreement

On 6 May 2016, Blaze and Future Publishing Limited entered into the Blaze APA, pursuant to which Future Publishing Limited agreed to purchase the Blaze Assets from Blaze. Completion of this transaction occurred on 12 May 2016.

The consideration for the transfer of the Blaze Assets comprised an initial consideration amount of £480,000 (which was paid on completion of the transaction) and a deferred element of up to £320,000 which is triggered if certain profit margins (in the year ending 31 December 2016) and synergies (achieved within a 12 months of completion) are achieved in relation to the business relating to the Assets.

The Blaze APA contains customary warranties, which are given by Blaze (amongst others) including relating to the assets transferred under the Blaze APA and certain matters relating to Blaze (including in relation to capacity and insolvency).

Claims against Blaze, including for breach of warranty (and the individuals giving warranties pursuant to the terms of the Blaze APA) are subject to certain financial, time and other limitations. The aggregate liability of Blaze for any such claims is the purchase price, plus the amount of any deferred consideration paid.

13.3 Next Commerce SPA

On 11 August 2016, Future Publishing (Overseas) Limited entered into the Next Commerce SPA, pursuant to which Future Publishing (Overseas) Limited agreed to purchase the entire issued share capital of Next Commerce. Completion of this transaction occurred on 16 August 2016.

The consideration for the acquisition of Next Commerce comprised (i) a cash element of AUD\$ 500,006 (approximately £286,000) which included the discharge of certain shareholder loans as well as for the purchase of the shares, and (ii) a non-cash element which may include the issuance of earn out shares up to a value of £550,000 in Future to certain Next Commerce Sellers if certain revenue targets are met (with the relevant earn out period ending on 31 December 2016).

The Next Commerce SPA contains customary warranties relating to Next Commerce which are given by each of the Next Commerce Sellers. Future Publishing (Overseas) Limited has given customary warranties to the Next Commerce Sellers relating to its solvency, shares and compliance with UK laws and regulatory requirements.

Claims against either party by the Next Commerce Sellers or Future Publishing (Overseas) Limited, including for breach of warranty, are subject to certain financial, time and other limitations. The aggregate liability of the Next Commerce Sellers and Future Publishing (Overseas) Limited for any such claims is linked to the value of the earn out shares.

As part of the transaction, Future plc and the Next Commerce Sellers entered into a parent guarantee of Future Publishing (Overseas) Limited's obligations, representations and warranties under the Next Commerce SPA.

As part of the transaction, Future and the Next Commerce Sellers entered into a parent guarantee, pursuant to which Future guarantees certain of Future Publishing (Overseas) Limited's obligations, representations and warranties under the Next Commerce SPA.

13.4 Share Purchase Agreement

The Share Purchase Agreement was entered into between the Sellers, Imagine and the Company on 23 June 2016, pursuant to which the Company has agreed to issue 179,567,841 New Ordinary Shares, representing approximately 32.74 per cent. of the Enlarged Share Capital.

The Share Purchase Agreement contains a price adjustment mechanism in the event of an adverse variance to agreed forecast EBITDAE of the Imagine Publishing Group or the Future Group of between 10-20 per cent., under which the number of Consideration Shares may be adjusted downwards in the event of a material deterioration in the performance of the Imagine Publishing Group or upwards in the event of a material deterioration in the performance of the Future Group. This price adjustment mechanism has not been exercised.

Completion is subject to the satisfaction of a number of conditions which are set out below, by no later than the Long Stop Date (or such other date as the parties may agree), all of which (other than Admission) have been satisfied:

• ● the Shareholders approving at a general meeting the allotment of the New Ordinary Shares to the Sellers;
• ● CMA Clearance having been obtained;
• ● the UKLA having formally approved this Prospectus pursuant to the Prospectus Rules and the Listing Rules;
• ● the completion of the release of the existing debt in the Image Publishing Group;
• ● completion of the Restructuring;
• ● clearance having been obtained from HMRC confirming its agreement with the tax treatment of the Restructuring in a form and substance that is satisfactory to Future (acting reasonably); and
• ● Admission having occurred.

The Share Purchase Agreement contains customary warranties relating to Imagine, which are given by the Warrantors (being the management team of the Imagine Publishing Group on the date of the Share Purchase Agreement and Disruptive Capital) on a joint and several basis (the "Seller Warranties"), and a more limited set of warranties, which are given by the Company to the Sellers (the "Purchaser Warranties"), in each case, as at the date of signing the Share Purchase Agreement.

Warranty claims against both the Warrantors and Future under the Share Purchase Agreement are subject to certain financial, time and other limitations. In the case of the Sellers, the threshold to be exceeded in respect of the aggregate amount of all warranty claims is £180,000. If such threshold is exceeded, the Warrantors shall be liable for such amount up to this threshold and a W&I Insurance Policy would insure any amounts above and below such threshold. The limitation period in respect of claims under the Share Purchase Agreement expires two years following Completion in the case of the general warranties and six years following the end of the financial period of Imagine ending on 31 March 2017 in the case of a claim under tax warranties. The limit of the Company's cover under the W&I Insurance Policy in respect of warranty and indemnity claims under the Share Purchase Agreement is £10,000,000. In the case of Future, the threshold to be exceeded in respect of the aggregate amount of all warranty claims is £180,000. If such threshold is exceeded, Future shall be liable for the full amount of any claim up to an aggregate liability cap of £2,000,000. The limitation period in respect of claims for breach of the warranties given by Future is two years following Completion.

The Warrantors have also entered into a customary tax covenant in favour of the Company.

The Share Purchase Agreement is governed by the laws of England and Wales and the parties have irrevocably submitted to the exclusive jurisdiction of the courts of England and Wales in relation to any action or proceeding advising out of the Share Purchase Agreement.

13.5 Share Purchase Agreement supplemental letter, deed of amendment and restatement, and waiver letter

• (A) A supplemental letter to the Share Purchase Agreement (the "Supplemental Letter") was entered into between the Sellers, Imagine and Future on 17 October 2016. In accordance with the terms of the Share Purchase Agreement, as at the time of publication of this Prospectus, the Sellers would have certain termination rights available to them in certain circumstances, prior to Completion. Pursuant to the terms of the Supplemental Letter, the parties to the Supplemental Letter agreed to waive such termination rights under the Share Purchase Agreement between the date of this Prospectus and Completion.
• (B) A deed of amendment and restatement (the "Deed of Amendment and Restatement") was entered into between the Sellers, Imagine and Future on 17 October 2016, pursuant to which the Share Purchase Agreement was amended and restated, the principal purpose of which was to enable Future and the Sellers (acting by the persons authorised under the Share Purchase Agreement to act as their representatives (the "Sellers' Representatives")) to agree to waive the condition of the Acquisition relating to CMA Clearance referred to in paragraph 13.4 above (the "Competition Condition"), following the granting of a derogation by the CMA published on 11 October 2016 to allow Completion to take place provided that the title SciFiNow (which is currently owned by the Imagine Group) is ring-fenced by the Group in the manner agreed with the CMA until the sale of such title. Future has offered Undertakings to the CMA which would require it to sell SciFiNow to a purchaser approved by the CMA.
• (C) A waiver letter to the Share Purchase Agreement as amended and restated by the Deed of Amendment and Restatement was entered into between Future and the Sellers' Representatives on 17 October 2016 pursuant to which the parties agreed to waive the Competition Condition.

13.6 Facilities Agreement

On 23 June 2016 the Company entered into the Facilities Agreement with the Bank. The facilities made available under the Facilities Agreement are to be used to fund costs associated with the Acquisition, to refinance certain existing debt of the Company and of the Imagine Publishing Group and to fund the working capital of the Group. In addition to the committed Facilities Agreement, the Company has also entered into a £2,000,000 overdraft facility with the Bank as part of its on-going working capital requirements. The overdraft facility, which benefits from the same security and guarantees as the Facilities Agreement, is an on-demand facility and is not provided on a committed basis.

The Facilities Agreement is comprised of two facilities: (i) facility A is a £8,500,000 sterling revolving credit facility which can be utilised by the Company, (ii) facility B is a £3,500,000 multicurrency revolving credit facility which can be utilised by the Company and the Borrowers. The scheduled final maturity date for both facilities is June 2021. In addition, the amount drawn under facility A is required to reduce over time prior to its final maturity in accordance with a schedule of reduction instalments which commences in September 2017.

The Facilities Agreement incorporates a guarantee from the Company and from the Guarantors. There is a requirement under the Facilities Agreement that certain material companies within the Group accede as guarantors to the Facilities Agreement coupled with a market standard guarantor coverage test set at 85 per cent. per cent. of turnover, assets and EBITDA13 (i.e. entities within the Group constituting 85 per cent. or more of turnover, assets and EBITDA must be Guarantors under the Facilities Agreement). If the Borrowers do not fulfil their obligations under the Facilities Agreement, the Bank may demand payment from the Guarantors under the terms of the guarantee.

The Company and certain members of the Group, which are deemed to be material companies, are also required to grant security to the Bank in the form of a fixed charge over certain identifiable assets and a floating charge over the business of each security provider. If the Borrowers do not fulfil their repayment obligations under the Facilities Agreement, the Bank may choose to enforce the security and apply any proceeds from the enforcement of that security in repayment of the facilities.

¹³ The definition of EBITDA in the Facilities Agreement also includes (amongst other things) exceptional items.

The Facilities Agreement includes certain customary representations and undertakings and certain customary covenants in respect of the Company's financial performance (such representations, undertakings and covenants consistent with Loan Market Association standard terms). A breach of any representation or undertaking will confer on the Bank a right to call an event of default, following which any outstanding amounts under the Facilities Agreement may become immediately due and payable. The occurrence of an event of default would, in the event that the amounts demanded for repayment as a result of such event of default were not repaid, also give the Bank a right to claim on the guarantee and/or enforce its security.

In circumstances where a utilisation under the Facilities Agreement is being drawn to fund an acquisition purpose (i.e. paying costs and expenses incurred in connection with the Acquisition or refinancing either the Company's or Imagine Publishing Group's existing debt) the Bank has agreed to make such amounts available on a market standard "certain funds" basis for a set period of time. The long stop date for certain funds (and for the availability of Facility A generally) is the earlier of (i) the date which is 3 Business Days following the date on which the conditions to Completion set out in the Share Purchase Agreement have been satisfied, (ii) 21 October 2016 or (iii) the date on which the Share Purchase Agreement is terminated as a result of an event having a material adverse effect on the Imagine Publishing Group (the "Certain Funds Period"). During the Certain Funds Period, provided that certain "major representations" are true and that no "major default" has occurred, the Bank is obliged to make the facilities available to the Company in order to complete the Acquisition.

13.7 Lock-in deeds

Pursuant to lock in deeds which will be executed prior to Completion between each of the following Shareholders and the Company, each such Shareholder has separately undertaken to the Company that they will not, subject to certain limited exceptions (such as in the event of a takeover offer for the Company), dispose of (i) any of the New Ordinary Shares held by such person (details of which are set out in part 11) for the Initial Period and (ii) 50 per cent. of the New Ordinary Shares held by them for a further period of six months after the Initial Period:

Disruptive Capital Daniel Truell Pavor Oy Gary Spellins Jeffrey Belkin Clos Du Valle Investments Ltd Cédriane De Boucaud Crescent Trustees Ltd Edward Associates Ltd Ian Edward Nicolas Parker

In addition, pursuant to a lock-in deed which will be executed prior to Completion between Edmund Truell and the Company, Edmund Truell has undertaken to the Company in respect of the Existing Ordinary Shares held in his name in similar terms to those referred to above in respect of the Initial Period.

13.8 Orderly Market Deeds

Pursuant to orderly market deeds which will be executed prior to Completion between each of the following Shareholders and the Company, such Shareholders have separately undertaken to the Company and Numis that they will not dispose of any interest in Ordinary Shares (details of which are set out in part 11, paragraph 2.13) for a period of six months following Admission unless such disposal is effected through Numis:

Damian Butt Steven Clive Boyd Mark Kendrick Marco Peroni Jane Hawkins Cathy Blackman Darren Pearce Dave Harfield Aaron Asadi Ross Andrews James Hanbury Hang Deretz

13.9 Tax Deed

The Tax Deed will be executed prior to Completion. Imagine is not a party to the Tax Deed.

The Tax Deed is a standalone document which sits alongside the Share Purchase Agreement. It contains a covenant under which the Warrantors jointly and severally indemnify Future against pre-Completion tax liabilities for which no provision has been made in the draft financial statements dated March 2016, secondary tax liabilities, and tax which arises in relation to the Acquisition itself. Any payments made pursuant to this clause shall be paid by way of an adjustment to the consideration for the shares in Imagine Publishing. In addition, the Restructuring Covenantors severally indemnify Future against the Restructuring Liabilities.

Claims against both the Warrantors and the Restructuring Covenantors under the Tax Deed are subject to certain financial, time and other limitations. The financial limits applicable to claims under the Tax Deed are contained in the Share Purchase Agreement. The Warrantors shall not be liable in respect of a claim under the Tax Deed unless their liability in respect of such tax claim exceeds £10,000. In the case of the Restructuring Covenantors, no minimum threshold applies to restrict claims for Restructuring Liabilities. For the Restructuring Covenantors, the total aggregate cap on liability for all claims in respect of Restructuring Liabilities is £1,425,860. In the case of the Warrantors, the total aggregate cap on liability for all claims under the Tax Deed and all claims under the SPA is £180,000.

The limitation period for claims (other than in respect of a Restructuring Liability) under the Tax Deed expires six years after the end of the accounting period in which Completion occurs. The limitation period for claims brought in respect of a Restructuring Liability expires four years after the end of the accounting period in which Completion occurs (on the basis that a tax clearance application has been submitted to HMRC).

The Tax Deed is governed by the laws of England and Wales and the parties have irrevocably submitted to the exclusive jurisdiction of the courts of England and Wales in relation to any action or proceeding arising out of the Tax Deed.

14. TAXATION

14.1 UK Taxation

The following statements are intended as a general guide only, based on current UK tax legislation and HMRC practice, to the UK tax position of UK residents who are the absolute beneficial owner of their shares and who are holding their shares as investments and not as trading stock. Any person who is in any doubt as to his or her tax position, or who is or may be subject to a tax in a jurisdiction other than the UK, should consult an appropriate professional adviser.

Dividends

Under current UK tax legislation, no tax will be withheld from any dividend paid by the Company.

An individual shareholder who is resident for tax purposes in the United Kingdom is entitled to an annual dividend allowance which exempts from tax his or her first £5,000 of dividend income. Dividend income in excess of the dividend allowance will be taxed at 7.5 per cent., 32.5 per cent. or 38.1 per cent. to the extent that income falls within the basic rate income tax band, the higher rate income tax band or the additional rate income tax band, respectively. Individual shareholders should note that dividend income forms the top slice of an individual's income and that all dividend income (including that income exempted from tax by virtue of the dividend allowance) is counted when determining which income tax rate band is applicable.

A UK resident shareholder who holds Ordinary Shares in an ISA will be exempt from income tax on dividends in respect of such shares.

Subject to certain exceptions for some insurance companies, a UK resident corporate shareholder should not (unless carrying on a trade of dealing in shares) be liable to UK corporation tax on any dividend received from the Company.

A non-UK resident shareholder may be subject to foreign tax on the dividend received. Such a shareholder should consult his or her own tax adviser on the incidence of taxation in the country in which he is resident, whether he is entitled to the benefit of any tax credit and the procedure for claiming double tax relief.

Chargeable gains

A shareholder resident for tax purposes in the UK who sells or otherwise disposes of his or her Ordinary Shares may incur a liability to tax on any capital gain which is realised. Special rules apply to individuals at a time when they are temporarily not resident in the UK.

A shareholder who is not resident for tax purposes in the UK who sells or otherwise disposes of his or her Ordinary Shares will not normally be liable to capital gains tax on the gain which is realised. A liability to tax may arise in respect of a gain if such shareholder carries on a trade in the UK through a breach or agency and such Ordinary Shares are or have been used, held or acquired for the purposes of a trade carried on by the branch or agency.

A UK resident shareholder who holds Ordinary Shares in an ISA will be exempt from capital gains tax on gains accruing to him or her on a disposal or deemed disposal of Ordinary Shares.

Stamp duty and stamp duty reserve tax

The subscription for New Ordinary Shares (including any Consideration Shares) will be free of stamp duty and SDRT unless the New Ordinary Shares are acquired for the purposes of an arrangement for the provision of clearance services or the issue of depositary receipts. The Company will not be responsible for the payment of stamp duty or stamp duty reserve tax in any such case.

Agreements to transfer Ordinary Shares within CREST (where there is a change in the beneficial ownership of Ordinary Shares) will attract SDRT normally at the rate of 0.5 per cent. of the amount or value of the consideration. The charge to SDRT arises, in the case of an unconditional agreement to transfer such shares within CREST, on the date of the agreement, and in the case of a conditional agreement, on the date the agreement becomes unconditional.

There is no additional stamp duty or SDRT liability where Ordinary Shares are taken out of CREST (otherwise than pursuant to a transfer on sale), and there is no additional stamp duty or SDRT liability if Ordinary Shares are deposited into CREST for conversion into uncertified form (otherwise than pursuant to a transfer on sale or in contemplation of such sale).

Transfers on sale of existing Ordinary Shares outside CREST will be liable to ad valorem stamp duty normally at the rate of 0.5 per cent. of the amount or value of the chargeable consideration. A charge to SDRT, normally at the rate of 0.5 per cent. of the consideration, arises, in the case of an unconditional agreement to transfer shares outside CREST, on the date the agreement becomes unconditional. However, where an instrument of transfer is executed and duly stamped before the expiry of a period of six years beginning with the date of that agreement (or, if the agreement is conditional, the date on which the condition is satisfied), the SDRT charge is cancelled to the extent that the SDRT has not been paid and, if any of the SDRT has been paid, a claim may be made for its repayment, generally with interest.

SDRT and stamp duty are normally the liability of the purchaser. Liabilities to stamp duty will be rounded up to the nearest multiple of £5.

15. CONSENTS AND RELATED MATTERS

• 15.1 PricewaterhouseCoopers LLP has given and has not withdrawn its written consent to the inclusion in this Prospectus of its report on the pro forma financial information in Section B of part 10 of this Prospectus in the form and context in which it appears and has authorised the contents of its report for the purposes of PR 5.5.3R(2)(f) of the Prospectus Rules.
• 15.2 The information sourced from any third party in this Prospectus has been accurately reproduced and as far as the Company is aware and has been able to ascertain from information published by such

third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. Where third party information has been used in this Prospectus the source of such information has been identified.

16. FEES AND EXPENSES

The total costs and expenses of and incidental to the Acquisition, including the FCA fee and the fees of the London Stock Exchange and the costs of printing and distribution of documents, are estimated to amount to approximately £2.5 million (exclusive of VAT, stamp duty or other taxes).

17. MANDATORY TAKEOVER BIDS AND SQUEEZE OUT AND SELL-OUT RULES

17.1 Mandatory bid

The City Code on Takeovers and Mergers applies to the Company. Under the City Code, if an acquisition of Ordinary Shares were to increase the aggregate holding of the acquirer and persons acting in concert with him to shares carrying 30 per cent. or more of the voting rights in the Company, the acquirer and, depending on the circumstances, its concert parties, would be required (except with the consent of the Panel on Takeovers and Mergers) to make a cash offer for the outstanding shares in the Company at a price not less than the highest price paid for the Ordinary Shares by the acquirer or its concert parties during the previous 12 months. This requirement would also be triggered by any acquisition of shares by a person holding (together with its concert parties) shares carrying between 30 per cent. and 50 per cent. of the voting rights in the Company if the effect of such acquisition were to increase that person's percentage of the voting rights.

17.2 Squeeze-out

Under the Act, if an offeror has, by virtue of acceptances of the offer, acquired or unconditionally contracted to acquire not less than 90 per cent. of the Ordinary Shares, the offeror is entitled to compulsorily acquire the remaining 10 per cent. It would do so by sending a notice to outstanding Shareholders telling them that it will compulsorily acquire their shares and then, six weeks later, it would execute a transfer of the outstanding shares in its favour and pay the consideration to the Company, which would hold the consideration on trust for outstanding shareholders. The consideration offered to the Shareholders whose shares are compulsorily acquired under the Act must, in general, be the same as the consideration that was available under the takeover offer.

17.3 Sell-out

The Act also gives minority Shareholders in the Company a right to be bought out in certain circumstances by an offeror who has made a takeover offer. If a takeover offer related to all the Ordinary Shares and at any time before the end of the period within which the offer could be accepted the offeror held or had agreed to acquire not less than 90 per cent. of the Ordinary Shares, any holder of shares to which the offer relates who has not accepted the offer can by a written communication to the offeror require it to acquire those shares. The offeror would be required to give any Shareholder notice of his or her right to be bought out within one month of that right arising. The offeror may impose a time limit on the rights of minority Shareholders to be bought out, but that period cannot end less than three months after the end of the acceptance period. If a Shareholder exercises its rights, the offeror is bound to acquire those shares on the terms of the offer or on such other terms as may be agreed.

17.4 Takeover bids

No public takeover bid has been made in relation to the Company during the last financial year or the current financial year.

18. RELATED PARTY TRANSACTIONS

Save as otherwise disclosed below, the Group had no material transactions with related parties in the financial years ended 30 September 2015, 2014 or 2013, nor in the interim period ended 31 March 2016.

During the financial year of the Imagine Publishing Group ending on 31 March 2014, the Imagine Publishing Group had one material related party transaction pursuant to which £200,000 was paid to Ice Floe Limited, a company which Edmund Truell is a director of. This related party transaction was included in the administrative expenses in the income statement of the accounts of the Imagine Publishing Group for the relevant financial year.

19. PATENTS, LICENCES, INDUSTRIAL/COMMERCIAL OR FINANCIAL CONTRACTS

• 19.1 The Company is not dependent on any patent or licence, industrial, commercial or financial contract or new manufacturing process which is material to the Company's business, other than as set out below.
• 19.2 Future publishes certain magazines and websites under license. These licenses are material to the business of the Group, although within the ordinary course of business. Publication of these titles is dependent on the grant of licences by the rights owner:
• (A) Future US is Microsoft's official and exclusive licensee of the official US Xbox Magazine in accordance with the terms of a publication agreement dated 12 December 2004 and as amended by subsequent amendments. The licence was extended in August 2015 and will remain in effect until 31 December 2020. Future US are liable to pay royalties to Microsoft in consideration of the licence.
• (B) Future Publishing Limited is Sony's official and exclusive licensee of the official PlayStation magazine brand in the UK. The licence was officially granted on 1 November 2006 for an initial period of 29 months. The licence has since expired, although the parties continued to operate pursuant to these terms in the ordinary course of their businesses. Future Publishing Limited is liable to pay royalties to Sony in consideration of the licence.
• (C) Future Publishing Limited and Gawker Media LLC entered into a content licence agreement, effective 1 January 2016 for an initial term of one year, capable of renewal for a further year. Pursuant to the licence, Gawker Media and its subsidiary Kinja kft grants Future Publishing Limited an exclusive non-sublicensable licence to reproduce, translate, display, distribute and use Gawker's licenced content in the UK through its Gizmodo, Kotaku and lifehacker. Future Publishing Limited is liable to pay a licencing fee in four equal instalments, as well as an annual percentage-based revenue share of annual net revenue.

20. GENERAL

• 20.1 The auditors of the Company for the three years ended on 30 September 2013, 30 September 2014 and 30 September 2015 are PricewaterhouseCoopers LLP, chartered accountants, registered auditors and members of the Institute of Chartered Accountants of England and Wales, whose registered office is 2, Glass Wharf, Bristol BS2 0FR.
• 20.2 The registrar of the Company is Computershare Investor Services plc who will in relation to Ordinary Shares in certificated form be responsible for keeping the Company's share records.

21. DOCUMENTS ON DISPLAY

Copies of the following documents may be physically inspected at the offices of Future at Quay House, The Ambury, Bath BA1 1UA and 1-10 Praed Mews, London W2 1QY during usual business hours on any weekday (Saturdays, Sundays and public holidays excepted) for a period of 12 months following Admission:

• 21.1 the Articles;
• 21.2 the historical financial information relating to the Group included in the Annual Reports (together with the audit report thereon);
• 21.3 written consent of PricewaterhouseCoopers LLP; and
• 21.4 a copy of the Prospectus.

This Prospectus is dated 18 October 2016.

DEFINITIONS

In this Prospectus the following expressions have the following meanings, unless the context requires otherwise:

"Act"	the Companies Act 2006 (as amended)
"Acquisition"	the acquisition of Imagine by the Company on the terms and conditions set out in the Share Purchase Agreement
"Admission"	the admission of the New Ordinary Shares to trading on the London Stock Exchange's Main Market for listed securities becoming effective in accordance with paragraph 2.1 of the London Stock Exchange Admission Standards and admission of the New Ordinary Shares to listing on the standard segment of the Official List becoming effective in accordance with LR 3.2.7G of the Listing Rules
"Annual Reports"	the Group's annual report and accounts for the financial years ended 30 September 2013, 30 September 2014 and 30 September 2015
"Articles"	the articles of association of the Company
"Audit Committee"	the audit committee of Future
"Bank"	HSBC Bank plc
"Blaze"	Blaze Publishing Limited
"Blaze APA"	the asset purchase agreement dated 6 May 2016 between Future Publishing Limited and Blaze, details of which are set out in part 11, paragraph 13.2 of this Prospectus
"Blaze Assets"	certain magazines, websites and events in Blaze's music making and field sport portfolios
"Board" or "Directors"	the directors of the Company as at the date of this Prospectus whose names are set out in part 4 of this Prospectus and/or the directors of the Company from time to time (as the context so requires)
"Borrowers"	those members of the Group which have acceded to the Facilities Agreement as borrowers (together with the Company)
"Business Day"	a day (other than Saturday or Sunday or a bank holiday) on which banks are generally open for normal banking business in the City of London
"B2B"	business to business
"B2C"	business to consumer
"Certain Funds Period"	has the meaning given to it in part 11, paragraph 13.6 of this Prospectus
"certificated" or "in certificated form"	an Ordinary Share which is not in uncertificated form

"Circular"	the circular sent to Shareholders dated 23 June 2016, containing the notice of General Meeting
"City Code"	the City Code on Takeovers and Mergers
"CMA"	the Competition and Markets Authority
"CMA Clearance"	(i) the CMA indicating in terms reasonably satisfactory to Future that it does not believe that the proposed acquisition of all of the shares in Imagine creates a relevant merger situation within the meaning of section 23 of the Enterprise Act 2002; or
	(ii) the CMA indicating in terms reasonably satisfactory to Future that it has decided not to refer the Acquisition or any part of it under section 33 of the Enterprise Act 2002 (a "Phase 2 Investigation"); or
	(iii) the period within which the CMA is required by section 34ZA of the Enterprise Act 2002 to decide whether to refer the Transaction or any part of it for a Phase 2 Investigation having expired without such a decision having been made, provided that sections 100(1)(a), (d) and (f) of the Enterprise Act 2002 do not apply in relation to any merger notice given by Future under section 96 of the Enterprise Act 2002
"Company" or "Future"	Future plc (incorporated in England and Wales with registered number 03757874)
"Completion"	completion of the Acquisition pursuant to the terms of the Share Purchase Agreement
"Conflict of Interest"	means in relation to any person, an interest or duty which that person has which directly or indirectly conflicts or may conflict with the interests of the Company or the duties owed by that person to the Company but excludes a conflict of interest arising in relation to a transaction or arrangement with the Company.
"Corporate Governance Code"	the UK Corporate Governance Code in the latest form issued by the Financial Reporting Council from time to time
"CREST"	the relevant system (as defined in the Regulations) in respect of which Euroclear is the operator (as defined in the Regulations)
"DABS"	the deferred annual bonus scheme open to employees across the Group
"Daisy Chained Information"	has the meaning given to it in part 3, paragraph 6 of this Prospectus
"Disclosure and Transparency Rules"	the rules relating to the disclosure of information made in accordance with section 73A(3) of FSMA
"Disruptive Capital"	Disruptive Capital Investments Limited
"EBITDA"	earnings before interest, tax, depreciation and amortisation
"EEA"	the European Economic Area
"Enlarged Group"	the Company and its subsidiaries and subsidiary undertakings including, after the Acquisition, Imagine and from time to time thereafter

"Enlarged Share Capital"	the Existing Ordinary Shares and the New Ordinary Shares
"EPS"	earnings per share
"Euroclear"	Euroclear UK & Ireland Limited (incorporated in England and Wales under registered number 2878738), the operator of Crest
"Existing Ordinary Shares"	the 368,840,878 Ordinary Shares currently in issue
"Facilities Agreement"	the committed facilities agreement entered into between the Company and the Bank on 23 June 2016
"FCA" or "Financial Conduct Authority"	the Financial Conduct Authority of the UK in its capacity as the competent authority for the purposes of Part VI of FSMA and in the exercise of its functions in respect of Admission to the Official List otherwise than in accordance with Part VI of FSMA
"Future US"	Future US, Inc
"FSMA"	the Financial Services and Markets Act 2000 (as amended)
"General Meeting"	the general meeting of the Company held on 11 July 2016 for the purposes of considering the Resolutions, notice of which is set out in the Circular
"Guarantors"	the Company and those other members of the Group which have acceded to the Facilities Agreement as guarantors
"Group" or "Future Group"	Future and its subsidiary undertakings from time to time, including following Completion, the Imagine Publishing Group
"HMRC"	HM Revenue and Customs
"IASB"	the International Accounting Standards Board
"IFRS"	the International Financial Reporting Standards as issued by the International Accounting Standards Board and, for the purposes of this Prospectus, as adopted by the European Union
"Imagine" or the "Target"	Miura (Holdings) Ltd, a company registered in England and Wales under number 08464815, being the ultimate parent company of the Imagine Publishing Group
"Imagine Publishing Group"	Imagine and its subsidiary undertakings
"Immediate Media"	Immediate Media Company Bristol Limited
"Initial Period"	the initial period of six months following Admission
"ISIN"	International Security Identification Number
"Kelsey Media"	Kelsey Publishing Limited
"Last Practicable Date"	17 October 2016
"Listing Rules"	the listing rules of the Financial Conduct Authority made pursuant to Part VI of FSMA
"Loan Market Association"	the loan market association of the UK

"Long Stop Date"	2 January 2017 or such other date as the parties to the Share Purchase Agreement may agree
"Magazine Division"	means the Future Group's magazine division as further described in part 5, paragraph 3 of this Prospectus
"Market Abuse Regulations"	Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation)
"Media Division"	means the Future Group's media division as further described in part 5, paragraph 3 of this Prospectus
"Mortons Media"	Mortons Media Group Limited
"Net Communities"	Net Communities Limited
"Next Commerce"	Next Commerce Pty Ltd
"Next Commerce Sellers"	Commerce Group Pty Ltd Commerce Group Unit Trust, TEC Global Invest V1 GmbH, Kinnevik Online AB, Bambino 53. V V UG (Haftungsbeschrankt), Asia Internet Holdings S.a.r.l and Philippines Internet Holdings S.a.r.l
"Next Commerce SPA"	the share purchase agreement dated 11 August 2016 entered into between Future Publishing (Overseas) Limited and the Next Commerce Sellers, details of which are set out in part 11, paragraph 13.3 of this Prospectus
"New Facility"	has the meaning given to it in part 5, paragraph 3 of this Prospectus
"New Ordinary Shares"	the 179,567,841 Ordinary Shares to be issued to the Sellers pursuant to the Acquisition
"Noble House Media"	Noble House Media Limited
"Noble House Loan"	has the meaning given to it in part 11, paragraph 13.1 of this Prospectus
"Noble House Media SPA"	the share purchase agreement dated 5 April 2016 entered into between Future Publishing Limited and the Noble Sellers, details of which are set out in part 11, paragraph 13.1 of this Prospectus
"Noble Sellers"	Debra Doran, James Buchanan, Denmaur Independent Papers Limited, Christian Grimmond, Andrew Gee, David Gee, Denise Gee, Michael Gee, Nicholas Gee, Clare Sommerville, Peter Sommerville, Richard Sommerville and Pauline Sommerville
"Nomination Committee"	Future's Nomination Committee
"Numis"	Numis Securities Limited
"Official List"	the Official List of the FCA
"Ordinary Shares"	the ordinary shares of 1 pence each in the capital of the Company
"PC"	personal computer
"Placing"	has the meaning given to it in part 11, paragraph 2.9 of this Prospectus

"Proposed Director"	James Hanbury, details of whom are set out in part 4 of this Prospectus
"Prospectus"	this document
"Prospectus Directive"	European Union Directive 2003/71/EC, including any applicable implementing measures in any Relevant Member State
"Prospectus Rules"	the rules made by the FCA under Part VI FSMA in relation to offers of transferable securities to the public and admission of transferable securities to trading on a regulated market (as amended from time to time)
"PSP"	the performance share plan of Future open to executive Directors and certain other key managers of Future
"Registrars"	Computershare Investor Services plc
"Regulations"	the Uncertificated Securities Regulations 2001 of the United Kingdom
"Relevant Member State"	each member state of the EEA which has implemented the Prospectus Directive
"Relevant Situation"	has the meaning given to it in part 11, paragraph 4.18(D) of this Prospectus
"Remuneration Committee"	the remuneration committee of Future
"Resolutions"	the resolutions set out in the notice of General Meeting, to authorise, inter alia, the Directors to allot the New Ordinary Shares
"Restructuring"	the capitalisation, prior to Completion, of all shareholder loan notes in Imagine and its subsidiaries into ordinary shares in the capital of Imagine including a preferred return
"Restructuring Covenantors"	certain members of the management team of Imagine Publishing (on the date of the Share Purchase Agreement) and Disruptive Capital
"Restructuring Liabilities" or "Restructuring Liability"	the tax liabilities relating to the Restructuring
"RPI"	retail price index
"SEDOL"	Stock Exchange Daily Official List
"Sellers"	the shareholders of Imagine prior to Completion
"Seller Warranties"	has the meaning given to it in part 11, paragraph 13.4 of this Prospectus
"Shareholders" or "Future Shareholders"	the holder(s) of Ordinary Shares
"Sharesave Plan"	the 2010 approved sharesave plan of Future
"Share Purchase Agreement"	the share purchase agreement between the Company, the Sellers and Imagine dated 23 June 2016 relating to the sale and purchase of the whole of the issued share capital of the Imagine Publishing Group, details of which are set out in part 11, paragraph 13.4 of this Prospectus

"Supplemental Letter"	has the meaning given to it in part 11, paragraph 13.5 of this Prospectus
"SIP"	the share incentive plan open to all UK employees including executive Directors of Future
"standard listing" or "Standard Listed"	a listing by the FCA of equity securities of a company on the standard listing segment of the Official List
"Statutes"	the Act, the Uncertificated Securities Regulations 2001 (SI 2001/3755) (as amended) and every other statute, statutory instrument, regulation or order for the time being in force concerning companies registered under the 1985 or 2006 Act and affecting the Company
"Takeover Panel" or "Panel"	the UK Panel on Takeovers and Mergers
"Tax Deed"	the tax deed in agreed form between the Warrantors, Future and the Restructuring Covenantors, details of which are set out in part 11, paragraph 13.9 of this Prospectus
"TSR"	total shareholder return
or "Code"	"UK Corporate Governance Code" the UK Corporate Governance Code published by the Financial Reporting Council in September 2012 and as updated from time to time
"UK GAAP"	the United Kingdom generally accepted accounting principles as are, from time to time, varied
"UK Listing Authority" or "UKLA"	the FCA acting its capacity as the competent authority for the purposes of Part VI of FSMA
"Unaudited Pro Forma Financial Information"	has the meaning given to it in the introduction to part 10 of this Prospectus
"uncertificated" or "in uncertificated form"	recorded on the relevant register of Ordinary Shares as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST
"United Kingdom" or "UK"	the United Kingdom of Great Britain and Northern Ireland
"United States" or "US"	the United States of America, its territories and possessions, any state of the United States and the District of Columbia
"VAT"	value added tax
"Warrantors"	Disruptive Capital, Damian Butt, James Hanbury, Marco Peroni and Aaron Asadi
"W&I Insurance Policy"	the warranty and indemnity policy taken out by the Company in relation to the Acquisition for the benefit of the Company

ANNEX 1:

HISTORICAL FINANCIAL INFORMATION OF THE IMAGINE PUBLISHING GROUP*

Miura (Holdings) Ltd

Annual Report & Financial Statements

For The Period Ended 31 March 2014

^*Please note that individual page numbers of each annual report and financial statements are noted at the bottom left of each page of this Annex 1.

Contents

Page:

1/97* – 2/98	Strategic Report
3/99 – 4/100	Chairman's statement
5/101	Directors' report
6/102	Statement of directors' responsibilities
7/103 – 8/104	Independent auditors' report to the members of Miura (Holdings) Ltd
9/105	Consolidated statement of comprehensive income
10/106	Consolidated and company statements of changes in equity
11/107	Consolidated and company statements of financial position
12/108	Consolidated statement of cash flows
13/109 – 29/125	Notes to the consolidated and company financial statements

Directors

Edmund Truell Chairman

Damian Butt Group Managing Director John Naylor-Leyland Non Executive Director James Hanbury Non Executive Director Thomas Frame Non Executive Director

Secretary and Registered Office

Marco Peroni Richmond House 33 Richmond Hill Bournemouth Dorset BH2 6EZ

Company Number

08464815

*Individual annual report and financial statement page number

**Prospectus page number

STRATEGIC REPORT

for the period ended 31 March 2014

Results

The results for the 11 month financial period and the financial position of the group are shown in the accompanying financial statements. The loss for the financial period ended 31 March 2014 was £4,865k. The group's underlying operating company, Imagine Publishing Limited, made a profit of £3,105k.

Business review and future developments

Miura (Holdings) Ltd is the ultimate holding company of a group containing Imagine Publishing Limited as its main trading entity. The principal activity of the group is publishing high quality, specialist consumer print and digital magazines and websites in the technology, knowledge/science, photography and videogames markets. The company is a limited liability company which was incorporated on 27 March 2013 and is domiciled in England. On 30 April 2013 the company acquired Fascination (Holdings) Ltd and other subsidiary companies, including the operating company Imagine Publishing Limited.

A review of the results and business activities for the period and likely future developments are set out in the Chairman's statement.

Principal risks and uncertainties

The company has put in place a risk management policy to manage the financial risks to which it is exposed. The major financial risk factors are as follows:

(a) Foreign exchange risk

The group's distribution agreements generate sales in US dollars and Australian dollars and major fluctuations in these currencies could lead to foreign exchange gains and losses being posted to the statement of comprehensive income. The group has redenominated part of its sterling banking facility into US dollars to hedge against major fluctuations in this currency. The group will continue to monitor exchange rates and their impact on the group and assess the effectiveness of the strategy.

(b) Interest rate risk

At 31 March 2014 the group had borrowings of £33,978k. On 13 June 2013 the group entered into an interest rate swap agreement to hedge against the rise in interest rates. The swap provides a guaranteed LIBOR rate of 1.59 per cent. The sensitivity of interest rate movements is accordingly not material to the group's profit.

(c) Credit risk

Credit risk is minimised by performing credit checks on all potential customers before credit terms are granted and cash on deposits are only placed with HSBC bank plc which has a credit rating of AA-.

(d) Price risk

The group's largest area of expenditure is magazine production costs. The group has close relationships with its key suppliers but any significant increases in these costs would have a direct effect on profitability. In order to minimise risk, supplier prices are reviewed regularly by management.

(e) Liquidity risk

The group monitors rolling forecasts to assess its liquidity requirements and ensure it has sufficient cash to meet its operational needs while maintaining sufficient headroom on its undrawn committed borrowings facility at all times.

(f) Capital risk

The group's objectives when managing capital are to safeguard its ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

(g) Impairment risk

As a result of the investments in its subsidiaries held by the Company, there is a risk that these could become impaired whereby the value in use would be less than the carrying value of the investment. The directors perform periodic impairment reviews as required by IAS36 "Impairment of Assets" factoring in the net assets and forecast future cash flows of its subsidiary undertakings, and as a result no impairment has been required as at 31 March 2014.

Key performance indicators

The company's directors consider the key performance indicators to be revenue and EBITDA. A commentary is disclosed in the Chairman's Statement.

By order of the board

Damian Butt Group Managing Director

CHAIRMAN'S STATEMENT

for the period ended 31 March 2014

Introduction

Miura (Holdings) Ltd ("Miura", the "Company") became the new holding company of Imagine Publishing Limited ("Imagine") by acquisition on 30 April 2013. Disruptive Capital Investments Limited (an investor in Imagine since its inception) provided significant new investment to assume the majority shareholding in Miura, which also saw the Company's co-founders Damian Butt (Group Managing Director) and Steven Boyd each retain significant stakes in the business.

The results of these financial statements cover the shortened period from 30 April 2013 to 31 March 2014.

Business

Imagine was formed by members of the current management team in 2005 and is now a worldwide content publisher with key brands in print, online and on digital formats. Imagine has a successful portfolio of magazines, bookazines, digital editions, websites, apps and digital only specials focusing on four key technology market sectors (technology; knowledge/science; photography; and videogames). An Imagine magazine and bookazine is purchased every ten seconds and the Company has a monthly reach of 5.7 million consumers.

Imagine has a long track record of innovation and organic growth. For example, seven years ago, Imagine enhanced and has since trail-blazed the high-value bookazine segment; all of Imagine's titles were available on iTunes from February 2010, two months before the launch of the iPad in the US.

During FY14, Imagine has launched All About History and World of Animals – two new knowledge/science magazines that confirm the company's increasing dominance of this market segment, along with All About Space, and key global brand, How It Works.

Acquisition

Miura acquired Imagine on 30 April 2013 with substantial growth capital provided by Disruptive Capital Investments Limited and Daniel Truell. HSBC also for the third time provided debt facilities of £15.75m to give further balance sheet strength. The acquisition leaves the Company now strongly capitalised and well positioned to develop further its pioneering approach to content delivery on a worldwide scale.

Results

Imagine delivered revenues of £17.5m, and industry leading EBITDA margin of 21.6 per cent. in the year ended 31 March 2014. This was achieved due to the Company's multiple profit streams (copy sales, online and digital, licensing, subscriptions), alongside strong operational efficiency and tight cost control. £16.3m of revenues were generated in the shortened period from 30 April 2013 to 31 March 2014, with operating profit (pre exceptional items and amortisation) of £3.4m. The Company's high cash generation reduced the debt outstanding to HSBC by £1.8m.

Strategy and Outlook

Imagine's strategy is to create high quality technology content for its print and digital brands and to monetize this content across multiple markets, formats and platforms on a worldwide scale. The Company's proven ability to generate new content quickly, cost effectively and with complete ownership of its rights is critical to its "Content is King" strategy, and has again been evidenced in the launches of All About History and World of Animals this financial period. The strategy enables content to be reused and purposed in perpetuity for English speaking territories, or easily translated for global use.

Management expects the business to continue to deliver strong growth in the future, delivered principally by the following:

• ● Digital expansion
• ● International expansion

YTD 31 March 2014 3 99

• ● The How It Works brand
• ● New content launches
• ● Acquisitions

Subsequent to the period end, we have recruited two additional independent Non-Executive Directors to complement the existing board. James Hanbury (Co-Founder of Incisive Media and until recently its Group Managing Director, with 30 years' experience of working within the UK Publishing sector) and Tom Frame (Founder and Managing Director of Etch UK, the digital agency ranked in the top 50 by Wirehive) together bring significant digital publishing, content creation and distribution expertise which will be valuable as we seek to deliver this strategy in FY15.

Summary

I am delighted to continue to back Imagine's innovative management team. The Company's success could not have been achieved without its highly skilled and motivated workforce and I would like to thank all of our staff for their contribution throughout the period since the acquisition, and for helping Imagine to become one of the world's leading technology publishers.

Edmund Truell Chairman

DIRECTORS' REPORT

for the period ended 31 March 2014

The directors present their report and the audited consolidated financial statements for the period ended 31 March 2014.

Principal activity, results and future developments

A review of the results and business activities for the period and likely future developments are set out in the strategic report.

Dividends

There were no dividends paid or proposed during the period.

Directors

The directors of the company during the period and up to the date of signing the financial statements are:

Edmund Truell	(Appointed 30 April 2013)
John Naylor-Leyland	(Appointed 16 May 2013)
Damian Butt	(Appointed 30 April 2013)
Steven Boyd	(Appointed 27 March 2013, resigned 24 November 2014)
James Hanbury	(Appointed 27 March 2014)
Thomas Frame	(Appointed 27 March 2014)
Alistair Ramsay	(Resigned 3 May 2014)

Disclosure of information to independent auditors

Each of the directors at the date of the approval of this report confirms that:

• ● so far as each director is aware, there is no relevant audit information of which the company's auditors are unaware, and
• ● each director has taken all of 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 company's auditors are aware of the information.

Independent Auditors

In accordance with Section 487(2) of the Companies Act 2006 the current auditors, PricewaterhouseCoopers LLP, are deemed to be reappointed.

By order of the board

Marco Peroni Company Secretary

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial period. Under that law the directors have prepared the group and parent company financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and the company and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

• ● select suitable accounting policies and then apply them consistently;
• ● make judgements and accounting estimates that are reasonable and prudent;
• ● prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company and the group will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

By order of the Board

Marco Peroni Company Secretary

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MIURA (HOLDINGS) LTD

Report on the financial statements

Our opinion

In our opinion the financial statements, defined below:

• ● give a true and fair view of the state of the group's and company's affairs as at 31 March 2014 and of the group's profit and cash flows for the period then ended;
• ● have been properly prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union; and
• ● have been properly prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union and as applied in accordance with the provisions of the Companies Act 2006; and
• ● have been prepared in accordance with the requirements of the Companies Act 2006.

This opinion is to be read in the context of what we say in the remainder of this report.

What we have audited

The group financial statements and company financial statements (the "financial statements"), which are prepared by Miura (Holdings) Ltd, comprise:

• ● the consolidated and company statements of financial position as at 31 March 2014;
• ● the consolidated statement of comprehensive income for the period then ended;
• ● the consolidated statement of cash flows for the period then ended;
• ● the consolidated and company statement of changes in equity for the period then ended; and
• ● the notes to the financial statements, which include a summary of significant accounting policies and other explanatory information.

The financial reporting framework that has been applied in their preparation is applicable law and IFRSs as adopted by the European Union and, as regards the company financial statements, as applied in accordance with the provisions of the Companies Act 2006.

In applying the financial reporting framework, the directors have made a number of subjective judgements, for example in respect of significant accounting estimates. In making such estimates, they have made assumptions and considered future events.

What an audit of financial statements involves

We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) ("ISAs (UK & Ireland)"). An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of:

• ● whether the accounting policies are appropriate to the group's and the company's circumstances and have been consistently applied and adequately disclosed;
• ● the reasonableness of significant accounting estimates made by the directors; and
• ● the overall presentation of the financial statements.

In addition, we read all the financial and non-financial information in the Strategic Report, Chairman's Statement and Directors' Report to identify material inconsistencies with the audited financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.

Opinion on other matter prescribed by the Companies Act 2006

In our opinion the information given in the Strategic Report, Chairman's Statement and the Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements.

Other matters on which we are required to report by exception

Adequacy of accounting records and information and explanations received

Under the Companies Act 2006 we are required to report to you if, in our opinion:

• ● we have not received 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
• ● the company financial statements are not in agreement with the accounting records and returns.

We have no exceptions to report arising from this responsibility.

Directors' remuneration

Under the Companies Act 2006 we are required to report to you if, in our opinion, certain disclosures of directors' remuneration specified by law are not made. We have no exceptions to report arising from this responsibility.

Responsibilities for the financial statements and the audit

Our responsibilities and those of the directors

As explained more fully in the Statement of Directors' Responsibilities set out on page 6, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view.

Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and ISAs (UK & Ireland). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors.

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.

Ian Wishart (Senior Statutory Auditor) for and on behalf of PricewaterhouseCoopers LLP Chartered Accountants and Statutory Auditors Southampton

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

for the period ended 31 March 2014

		Results
		before amortisation
		and		Exceptional
		exceptional	Amortisation	items	Total
	Notes	items	(note 8)	(note 4)	2014
		£'000	£'000	£'000	£'000
Revenue	2	16,290	–	–	16,290
Cost of sales		(10,020) –––––––––––	– –––––––––––	– –––––––––––	(10,020) –––––––––––
Gross profit		6,270	–	–	6,270
Administrative expenses		(2,821) –––––––––––	(5,055) –––––––––––	(1,413) –––––––––––	(9,289) –––––––––––
Operating profit/(Loss)	3	3,449	(5,055)	(1,413)	(3,019)
Finance costs	5	(1,691)	–	–	(1,691)
Finance income	5	323 –––––––––––	– –––––––––––	– –––––––––––	323 –––––––––––
Profit/(Loss) before income tax		2,081	(5,055)	(1,413)	(4,387)
Income tax expense	7	(478) –––––––––––	– –––––––––––	– –––––––––––	(478) –––––––––––
Profit/(Loss) and total comprehensive income for
the period		1,603 ––––––––––––––––––––––	(5,055) ––––––––––––––––––––––	(1,413) ––––––––––––––––––––––	(4,865) ––––––––––––––––––––––

All of the results above are derived from continuing activities. There are no other profits or losses for the period that require disclosure in a statement of comprehensive income. The profit/(loss) for the period is attributable to the equity owners of the company.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

for the period ended 31 March 2014

	Share	Retained	Total
	capital	earnings	equity
	£'000	£'000	£'000
Consolidated
Loss for the period	– –––––––––––	(4,865) –––––––––––	(4,865) –––––––––––
Total comprehensive loss for the period	– –––––––––––	(4,865) –––––––––––	(4,865) –––––––––––
Share capital issued	100	–	100
Corporation tax credit on shares and share options	–	429	429
Deferred tax on share options	– –––––––––––	(326) –––––––––––	(326) –––––––––––
Total transactions with owners	100 –––––––––––	(4,762) –––––––––––	(4,662) –––––––––––
At 31 March 2014	100 ––––––––––––––––––––––	(4,762) ––––––––––––––––––––––	(4,662) ––––––––––––––––––––––

COMPANY STATEMENT OF CHANGES IN EQUITY

for the period ended 31 March 2014

	Share	Retained	Total
	capital	earnings	Equity
	£'000	£'000	£'000
Profit for the period	–	3	3
	–––––––––––	–––––––––––	–––––––––––
Total comprehensive income for the period	–	3	3
	–––––––––––	–––––––––––	–––––––––––
Share capital issued	100	–	100
	–––––––––––	–––––––––––	–––––––––––
Total transactions with owners	100	–	100
	–––––––––––	–––––––––––	–––––––––––
At 31 March 2014	100	3	103
	––––––––––––––––––––––	––––––––––––––––––––––	––––––––––––––––––––––

CONSOLIDATED AND COMPANY STATEMENTS OF FINANCIAL POSITION

at 31 March 2014

	Notes	Group 2014	Company 2014
		£'000	£'000
ASSETS
Non-current assets
Investment in subsidiary undertaking	10	–	100
Intangible assets – goodwill	8	19,584	–
Intangible assets – other	8	9,446	–
Property, plant and equipment	9	141	–
Derivative Financial Instruments	17	109 –––––––––––	– –––––––––––
		29,280	100
Current assets
Inventories	11	357	–
Trade and other receivables	12	2,435	3
Current income tax asset		351	–
Cash and cash equivalents	13	1,885 –––––––––––	– –––––––––––
		5,028 –––––––––––	3 –––––––––––
Total assets		34,308 ––––––––––––––––––––––	103 ––––––––––––––––––––––
EQUITY AND LIABILITIES
Equity attributable to owners of the parent
Share capital	16	100	100
Retained earnings		(4,762)	3
		–––––––––––	–––––––––––
Total Equity		(4,662) –––––––––––	103 –––––––––––
LIABILITIES
Non-current liabilities
Financial liabilities – borrowings	17	32,751	–
Deferred income tax liability	15	20 –––––––––––	– –––––––––––
		32,771	–
Current liabilities
Trade and other payables	14	4,972	–
Financial liabilities – borrowings	17	1,227	–
		––––––––––– 6,199	––––––––––– –
Total liabilities		––––––––––– 38,970	––––––––––– –
Total equity and liabilities		––––––––––– 34,308	––––––––––– 103
		––––––––––––––––––––––	––––––––––––––––––––––

The financial statements on pages 9/105 to 29/125 were authorised for issue by the Board of Directors on 3 February 2015 and were signed on its behalf by:

Damian Butt Group Managing Director

Company Number: 0846481

CONSOLIDATED STATEMENT OF CASH FLOWS

for the period ended 31 March 2014

	Notes	2014 £'000
Cash flows from operating activities Cash generated from operations Interest paid Income tax paid	19	6,799 (803) (457) –––––––––––
Net cash generated from operating activities		5,539
Cash flows from investing activities Acquisition of subsidiary Purchase of intangible assets Purchase of property, plant and equipment	8 9	(37,277) (90) (56) –––––––––––
Net cash generated from investing activities		(37,423)
Cash flows from financing activities Proceeds from issuance of shares Proceeds from borrowings Repayments of borrowings Finance costs	16 17	100 36,762 (1,756) (1,337) –––––––––––
Net cash used in financing activities		33,769 –––––––––––
Net increase in cash and cash equivalents		1,885 –––––––––––
Cash and cash equivalents at 31 March	13	1,885 ––––––––––––––––––––––

The company had no cash or cash equivalents at any point in the current period nor any cash flows during the period covered above.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the period ended 31 March 2014

1. Accounting policies

The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the periods presented unless otherwise stated.

Basis of preparation

In accordance with Section 408 of the Companies Act 2006, the company is exempt from the requirement to present its own statement of comprehensive income. The profit of the company for the period ended 31 March 2014 was £3k.

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted in the European Union, IFRIC interpretations and the Companies Act 2006 applicable to companies reporting under IFRS. The consolidated financial statements have been prepared under the historical cost convention and the going concern basis has been applied.

Basis of consolidation

Subsidiaries are all entities over which the Group has power to govern the financial and operating policies, generally accompanying a shareholding of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases.

(a) Business combinations

Acquisitions are accounted for using the purchase method of accounting. The cost of an acquisition is the cash paid together with the fair value of the other assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the acquisition. The acquired identifiable assets, liabilities and contingent liabilities are measured at their fair values at the date of the acquisition, irrespective of the extent of any minority interest. The directors of the group have estimated the fair values of acquired intangible assets if material. The excess of the cost of acquisition over the fair value of net assets assumed is recorded as goodwill.

(b) Revenue recognition

Revenue from the sale of goods is recognised in the statement of comprehensive income when the significant risks and rewards of ownership have been transferred to the buyer. Revenue from services rendered, including online, is recognised in the statement of comprehensive income once the service has been completed. The directors believe that there is only one class of business. Revenue is all generated from the United Kingdom.

Revenue comprises the fair value of the consideration received or receivable for the sale of goods and services in the ordinary course of the group's activities. Revenue is shown net of sales taxes, estimated returns, rebates and discounts.

Print newsstand circulation, digital and advertising revenues are recognised according to the UK on-sale date of the publication. For print newsstand circulation revenue, a provision is deducted from revenue for expected returns and adjusted for actual returns when this is known. Licensing revenue is recognised by the publication on sale date. Pre-paid print and digital subscription revenues are shown as deferred income and released to the statement of comprehensive income over the life of the subscription. Other revenue is recognised at the time of sale or provision of service.

(c) Foreign currency translation

Functional and presentational currency

Items included in the financial statements are measured using the currency of the primary economic environment in which the company operates ('the functional currency'). The financial statements are presented in Sterling, which is the company's functional and presentational currency.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rate prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of period end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the statement of comprehensive income, within 'finance income or cost'.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the statement of comprehensive income within 'finance income or cost'.

(d) Financial assets and liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into.

Financial instruments

Financial assets and liabilities are recognised in the group's statement of financial position when the group becomes a party to the contractual provisions of the instrument. Financial assets and liabilities are initially recognised at their fair value plus transaction costs and are subsequently measured at amortised cost.

Loans and borrowings are initially recognised at the fair value of the consideration received, net of transaction costs and are subsequently measured at amortised cost. Any difference between the amount initially recognised and the redemption value is recognised in the statement of comprehensive income over the life of the borrowings using the effective interest rate method.

A commentary on the key financial risk factors of the business and how the company manages those risks are disclosed in the Strategic Report.

Share capital

An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities. Shares which have an entitlement to a contractual dividend are classified as financial liabilities. The share capital and any associated share premium are shown as non-current liabilities in the statement of financial position. Dividends on these shares are charged to retained earnings.

(e) Leases

Operating lease rentals and any incentives receivable are recognised in the statement of comprehensive income on a straight line basis over the period of the lease.

(f) Property, plant and equipment

Property, plant and equipment are stated at historical cost less accumulated depreciation and any impairment in value. Depreciation is calculated to write off the cost of an asset, less its residual value, on a straight line basis, over its estimated useful life, as follows:

Fixtures, fittings and equipment	– 4 years
Computer equipment	– 4 years

(g) Intangibles

Goodwill

In respect of business combinations, goodwill represents the difference between the cost of the acquisition and the fair value of net identifiable assets acquired. Goodwill is stated at cost less any accumulated impairment losses and is not subject to amortisation but is tested annually for impairment

Publishing rights and content

Separately acquired publishing rights are shown at fair value and amortised over their useful life, typically between 2-5 years.

Computer software & websites

Computer software and websites are capitalised on the basis of costs incurred to acquire the asset. After initial recognition, they are measured at historical cost less accumulated amortisation and any accumulated impairment losses. The carrying value and estimated useful lives are tested annually and adjustments for impairment are made when applicable.

Computer software and websites are amortised on a straight line basis over their useful lives of four years.

(h) Investments

The Company's investments in subsidiary undertakings are stated at the fair value of consideration payable, including related acquisition costs, less any provision for impairment.

(i) Inventories

Inventories are stated at the lower of cost and net realisable value. Cost is determined using a first-in, firstout basis. For the cost of finished goods and work in progress cost is calculated as the direct costs of production. It excludes borrowing costs. Net realisable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses.

(j) Trade receivables and other receivables

Trade receivables are recognised and carried at original invoice amount less provisions for impairment. A provision is made and charged to the statement of comprehensive income when there is objective evidence that the company will not be able to collect all amounts due according to the original terms.

(k) Impairment of financial assets

The group assesses at the end of each reporting period whether there is objective evidence that a financial asset or group of financial assets is impaired. A financial asset or a group of financial assets is impaired and impairment losses are incurred only if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (a 'loss event') and that loss event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated.

(l) Taxation including deferred tax

The tax expense for the period comprises of current and deferred tax. Tax is recognised in the statement of comprehensive income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the statement of financial position date in the country where the company operates and generates taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

Deferred income tax is recognised, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill; deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the statement of financial position date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.

(m) Cash and cash equivalents

Cash and cash equivalents include cash in hand and short-term deposits. For the purpose of the statement of cash flow, cash and cash equivalents are shown net of any outstanding bank overdrafts.

(n) Trade payables

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not they are presented as non-current liabilities. Trade payables are recognised at original invoice amount.

(o) Borrowings

Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the statement of comprehensive income over the period of the borrowings using the effective interest rate method.

Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least 12 months after the statement of financial position date.

(p) Provisions

A provision is recognised in the statement of financial position when the group has a legal or constructive obligation as a result of a past event and it is probable that an outflow of economic benefits will be required to settle the obligation and the amount has been reasonably estimated. Provisions are measured at the directors' best estimate of the expenditure required to settle the obligation at the statement of financial position date and are discounted to present value where the effect is material.

(q) Derivative financial instruments and hedging activities

The group uses derivative financial instruments to reduce its exposure to interest rate risk. The instruments are initially recognised at fair value and any subsequent changes to their fair values are charged to finance income or expense.

(r) Critical accounting estimates and judgements

The application of accounting standards and policies requires the group to make estimates and assumptions about future events that directly affect its reported financial condition and operating performance. The accounting estimates and assumptions discussed are those that the group considers to be most critical to its financial statements. An accounting estimate is considered critical if both (a) the nature of estimates or assumptions are subjective and judgmental, and (b) the impact within a reasonable range of outcomes of the estimates and assumptions is material to the company's financial condition or operating performance. The directors consider the following to be subject to significant accounting estimates and assumptions.

Revenue recognition

Application of the various accounting principles in IFRS related to the measurement and recognition of revenue requires that the group make judgements and estimates. Specifically, revenue recognition on copy sales is impacted by the group's ability to estimate future returns of magazines and bookazines that went 'on-sale' in the period ended 31 March 2014, but for which a final position will not be known until the subsequent year. The group considers various factors, on an individual title by title basis, such as historical experience, market and economic conditions and where available, retailer 'point of sale' data when calculating these provisions and allowances.

Carrying value of goodwill and other intangibles

The group uses forecast cash flow information and estimates of future growth to assess whether goodwill and other intangibles are impaired. If the results of an operation in future years are adverse to the estimates used for impairment testing, an impairment may be triggered at that point, or a reduction in useful economic life may be required.

2. Revenue

An analysis of revenue by destination is as follows:

	2014 £'000
United Kingdom Rest of World	8,446 7,844 –––––––––––
	16,290 ––––––––––––––––––––––

All of the group's revenue originated in the United Kingdom.

3. Operating profit

Operating profit is stated after charging the following items:

	2014
	£'000
Utilisation of inventory	2,500
Depreciation of property, plant and equipment (note 9)	70
Amortisation of intangibles (note 8)	5,055
Other operating lease rentals payable:
– Property	186
– Equipment	1
Repairs and maintenance expenditure on property, plant and equipment	3
Trade receivables impairment (note 12)	5

4. Exceptional items

Included in administrative expenses for the period were the following exceptional items:

	2014 £'000
Restructuring fees	1,413 ––––––––––––––––––––––

All items included as exceptional are designated as such as they are non-recurring costs relating to the reorganisation of the group.

5. Finance costs and finance income

	2014 £'000
Amortisation of finance costs Interest payable on bank borrowings Interest payable on shareholder loan notes	309 803 579 –––––––––––
Finance costs	1,691 –––––––––––
Foreign exchange gain Fair value gain on derivative financial instruments	214 109 –––––––––––
Finance income	323 ––––––––––––––––––––––

Finance costs that relate to borrowings have been capitalised and are being amortised over the term of the facility (see note 17).

6. Services provided by the group's auditors and its associates

During the period the group obtained the following services from the group's auditors and its associates as detailed below:

	2014
	£'000
Audit services:
Fees payable to the company's auditors and its associates for the audit of the
company's subsidiaries	36
Fees payable to the company's auditors for the audit of the parent and
consolidated financial statements	11
Fees payable to the company's auditors and its associates for other services:
Corporate tax advisory services	69
Tax compliance services	7 –––––––––––
	123
	––––––––––––––––––––––

7. Income tax expense

Group
-------

	2014 £'000
Analysis of charge in period Current tax Current charge on profit for the period Adjustments in respect of prior year	466 1 –––––––––––
Total current tax	467 –––––––––––
Deferred tax Origination and reversal of temporary timing differences Impact of change in tax rate	14 (3) –––––––––––
Total deferred tax	11 –––––––––––
Income tax expense	478 ––––––––––––––––––––––

The tax charge for the period is higher than the standard rate of corporation tax in the UK of 23 per cent.

The differences are explained below:

	2014 £'000
Loss before tax	(4,387)
Loss on ordinary activities multiplied by rate of corporation tax in the UK of 23% Effects of:	(1,009)
Net expenses not deductible for tax purposes	1,523
Adjustment in respect of prior year	1
Income not taxable	(34)
Change in taxation rate	(3) –––––––––––
Total income tax expense	478 ––––––––––––––––––––––

8. Intangible Assets

Group

		Publishing rights and	Computer software &
	Goodwill	content	websites	Total
Cost:	£'000	£'000	£'000	£'000
Subsidiary undertaking acquired Additions	19,584 – –––––––––––	20,444 – –––––––––––	394 90 –––––––––––	40,422 90 –––––––––––
At 31 March 2014	19,584 –––––––––––	20,444 –––––––––––	484 –––––––––––	40,512 –––––––––––
Accumulated Amortisation:
Subsidiary undertaking acquired	–	6,091	336	6,427
Amortisation charge for period (note 3)	– –––––––––––	5,018 –––––––––––	37 –––––––––––	5,055 –––––––––––
At 31 March 2014	– ––––––––––––––––––––––	11,109 ––––––––––––––––––––––	373 ––––––––––––––––––––––	11,482 ––––––––––––––––––––––
Net book value:
At 31 March 2014	19,584 ––––––––––––––––––––––	9,335 ––––––––––––––––––––––	111 ––––––––––––––––––––––	29,030 ––––––––––––––––––––––

Any residual amount arising as a result of the purchase consideration being in excess of the value of identified magazine related assets is recorded as goodwill. Goodwill is not amortised under IFRS, but is subject to impairment testing either annually or in the occurrence of some triggering event.

Goodwill represents the growth potential of the business into new titles and markets. The recoverable amount of goodwill is assessed based on estimated future discounted cash flows of the business using a growth rate of 7.5 per cent. for years 2 to 5, and a terminal growth rate of 3 per cent. A discount rate of 10 per cent. has been applied.

Publishing rights and content relate mainly to trade names and licenses. These assets are amortised over their estimated useful life, typically between 2-5 years.

Computer software and websites are amortised on a straight line basis over their useful lives of 4 years.

Amortisation is included within administration expenses in the consolidated income statement.

9. Property, plant and equipment

Group

	Fixtures
	fittings and	Computer
	equipment	equipment	Total
	£'000	£'000	£'000
Cost:
Subsidiary undertaking acquired	175	440	615
Additions at cost	3	53	56
Disposals	– –––––––––––	(104) –––––––––––	(104) –––––––––––
At 31 March 2014	178	389	567
Accumulated depreciation:	–––––––––––	–––––––––––	–––––––––––
Subsidiary undertaking acquired	134	326	460
Charge for period (note 3)	18	52	70
Disposals	– –––––––––––	(104) –––––––––––	(104) –––––––––––
At 31 March 2014	152	274	426
Net book value:	––––––––––––––––––––––	––––––––––––––––––––––	––––––––––––––––––––––
At 31 March 2014	26	115	141
	––––––––––––––––––––––	––––––––––––––––––––––	––––––––––––––––––––––

All depreciation charges in the period have been charged through administrative expenses.

10. Investment in subsidiary Company

	Total £'000
Cost and net book value: Additions	100 –––––––––––
At 31 March 2014	100 ––––––––––––––––––––––

On the 30 April 2013 the company acquired a 100 per cent. interest in Fascination (Holdings) Ltd for £100,000. Investment in the subsidiary is recorded at cost, which is the fair value of the consideration paid.

Details of all subsidiary undertakings at the 31 March 2014 are as follows:

Country of Rights & Incorporation Ordinary Nature of or Registration Share Capital Business
Fascination (Holdings) Ltd England 100% Holding Company
Skaro (Holdings) Ltd (indirect) England 100% Holding Company
Imagine Publishing Group Limited (indirect) England 100% Holding Company
Imagine Publishing Limited (indirect) England 100% Print & digital publisher

The directors consider the carrying value of the investment to be supported by its underlying assets.

11. Inventories

	Group	Company
	2014	2014
	£'000	£'000
Raw materials	162	–
Work in progress	195 –––––––––––	– –––––––––––
	357 ––––––––––––––––––––––	– ––––––––––––––––––––––

The cost of inventories recognised as an expense and included in the 'cost of sales' amount to £2,500k.

12. Trade and other receivables

	Group 2014	Company 2014
	£'000	£'000
Trade receivables Less: Provision for impairment of receivables	2,062 (119) –––––––––––	– – –––––––––––
Trade receivables – net Other taxes	1,943 158	– –
Amounts due from subsidiary undertaking	–	3
Other receivables	148	–
Prepayments and accrued income	186 –––––––––––	– –––––––––––
	2,435 ––––––––––––––––––––––	3 ––––––––––––––––––––––

In determining the recoverability of trade receivables the group considers any change in the credit quality of the receivables balance from the date the credit was initially granted up to the reporting date. The concentration of credit risk is limited due to the customer base being large and unrelated. Accordingly the directors believe that there is no further credit provision required in excess of the provision for impairment. The directors do not believe that the book value and fair value of accounts receivable are materially different.

The movements in the provision for impairment of receivables during the period is as follows:

	Group 2014	Company 2014
	£'000	£'000
Acquired within subsidiary undertaking Provision for impaired receivables charged to the statement of	166	–
comprehensive income	5	–
Receivables written off	(52) –––––––––––	– –––––––––––
At 31 March 2014	119 ––––––––––––––––––––––	– ––––––––––––––––––––––

As at 31 March 2014 trade receivables of £16k were past due but not impaired. These relate to a number of independent customers for whom there is no recent default history. The ageing analysis of these trade receivables is as follows:

	Group 2014 £'000	Company 2014 £'000
Up to 3 months	16 –––––––––––	– –––––––––––
	16 ––––––––––––––––––––––	– ––––––––––––––––––––––

13. Cash and cash equivalents

Group	Company
	2014
£'000	£'000
1,885	– ––––––––––––––––––––––
	2014 ––––––––––––––––––––––

14. Trade and other payables

	Group 2014 £'000	Company 2014 £'000
Trade payables Other tax and social security payable Other creditors Accruals Deferred income	1,290 102 595 1,352 1,633	– – – – –
	––––––––––– 4,972 ––––––––––––––––––––––	––––––––––– – ––––––––––––––––––––––

The directors do not believe that the book value and fair value of trade and other payables are materially different.

15. Deferred income tax

The movements in the deferred tax assets and deferred tax liabilities are shown below.

	Accelerated capital
	allowances	Total
	£'000	£'000
Group – Non-current Deferred tax liabilities Subsidiary undertaking acquired	(9) –––––––––––	(9) –––––––––––
Charged to the statement of comprehensive income (note 7)	(11) –––––––––––	(11) –––––––––––
At 31 March 2014	(20) ––––––––––––––––––––––	(20) ––––––––––––––––––––––

On 2 July 2013 a reduction to 21 per cent. with effect from 1 April 2014 was substantively enacted via a resolution passed by Parliament. Closing deferred tax balances have therefore been valued at 21 per cent. (2013: 23 per cent.).

A further reduction to 20 per cent. from 1 April 2015 was also substantively enacted on 2 July 2013. The effect of the proposed changes are not considered material.

16. Share capital – Group and Company

	2014
	Number
	'000	£'000
Issued, called-up and fully paid A Ordinary shares of £1 each
Issued at £1 each	62 –––––––––––	62 –––––––––––
Total at 31 March	62	62
Ordinary shares of £1 each
Issued at £1 each	38 –––––––––––	38 –––––––––––
Total at 31 March	38 –––––––––––	38 –––––––––––
Total at 31 March	100 ––––––––––––––––––––––	100 ––––––––––––––––––––––

On 30 April 2013 62,237 A ordinary shares of £1 each were issued. The A ordinary shares have full voting, dividend and capital distribution (including on winding up) rights and rank above the ordinary shares.

On 30 April 2013 37,764 ordinary shares of £1 each were issued. The ordinary shares have full voting, dividend and capital distribution (including on winding up) rights.

17. Financial assets and liabilities

(a) Financial liabilities – borrowings

Borrowings by type

The group and company's borrowings are as follows:

	Group	Company
	2014	2014
	£'000	£'000
Current:
Bank loan	1,227 –––––––––––	– –––––––––––
	1,227 –––––––––––	– –––––––––––
Non current:
Bank Loan	11,739	–
Loan notes	21,012 –––––––––––	– –––––––––––
	32,751 –––––––––––	– –––––––––––
Total borrowings at 31 March	33,978 ––––––––––––––––––––––	– ––––––––––––––––––––––

The borrowings are shown at their amortised balances which consist of the original loan principal plus any accrued interest less any unamortised finance costs.

On 30 April 2013 the group acquired Fascination (Holdings) Ltd. The acquisition was funded by the group's own cash resources, a new banking facility from HSBC Bank Plc and loan notes. The loan notes bear annual interest at a rate of 3 per cent. and the interest is due to be settled by the issue of PIK (payment in kind) notes. The loan notes are repayable on 31 July 2019.

A £15.75m credit facility agreement from HSBC Bank Plc was entered into on 30 April 2013. The loan was divided as follows:

• ● A £7.875m five year revolving credit facility due for repayment in ten equal phased installments. The loan bears interest at a rate of 4 per cent. plus LIBOR.
• ● A £7.875m term loan due for repayment in one instalment on 30 April 2019. The loan bears interest at a rate of 4.5 per cent. plus LIBOR.

The banking facilities are secured by a fixed and floating charge over the assets of the group.

In June 2013 the group redenominated part of its sterling banking facility into \$3,783,250 US dollars.

Maturity profile

The maturity profile of the group and company's borrowings is as follows:

	Group 2014		Group 2014	Company 2014
	Loan notes £'000	Bank loan (secured) £'000	Total £'000	Bank loan (secured) £'000
Within one year In one to two years In more than two years but not more than	– –	1,227 1,277	1,227 1,277	– –
five years More than five years	– 21,012	2,596 7,866	2,596 28,878	–
Total borrowings	––––––––––– 21,012 ––––––––––––––––––––––	––––––––––– 12,966 ––––––––––––––––––––––	––––––––––– 33,978 ––––––––––––––––––––––	––––––––––– – ––––––––––––––––––––––

Amortised balances

The amortised balances are as follows:

	2014			2014
	Loan
	notes	Bank loan	Total	Bank loan
	£'000	£'000	£'000	£'000
Loan principal	21,012	13,995	35,007	–
Finance costs incurred	–	(1,338)	(1,338)	–
Amortised finance costs	– –––––––––––	309 –––––––––––	309 –––––––––––	– –––––––––––
Total borrowings	21,012 ––––––––––––––––––––––	12,966 ––––––––––––––––––––––	33,978 ––––––––––––––––––––––	– ––––––––––––––––––––––

The directors do not believe that the book value and fair value of borrowings are materially different.

(b) Financial assets and liabilities by category

The financial assets of the Company and the Group have been categorised as follows:

	Loan and receivables £'000	Group 2014 Financial assets at fair value through the profit and loss £'000	Total £'000	Loan and receivables £'000	Company 2014 Financial assets at fair value through the profit and loss £'000	Total £'000
Assets at 31 March: Trade and other
receivables Cash and cash	2,249	–	2,249	3	–	3
equivalents Derivative Financial	1,885	–	1,885	–	–	–
Instruments	– –––––––––––	109 –––––––––––	109 –––––––––––	– –––––––––––	– –––––––––––	– –––––––––––
Total	4,134 ––––––––––––––––––––––	109 ––––––––––––––––––––––	4,243 ––––––––––––––––––––––	3 ––––––––––––––––––––––	––––––––––––––––––––––	3 ––––––––––––––––––––––

The company entered into an interest rate swap agreement with HSBC Bank Plc on 17 June 2013. The fair value of the instrument at 31 March 2014 was £109k.

		Company
		2014
Financial		Financial
liabilities at		liabilities at
amortised		amortised
cost	Total	cost	Total
£'000	£'000	£'000	£'000
33,978	33,978	–	–
3,339	3,339	–	– –––––––––––
37,317	37,317	–	– ––––––––––––––––––––––
	–––––––––––	Group 2014 –––––––––––	––––––––––– –––––––––––––––––––––– –––––––––––––––––––––– ––––––––––––––––––––––

Cash and cash equivalents are held with HSBC bank plc which has a credit rating of AA-.

18. Business combinations

On 30 April 2013 the group acquired 100 per cent. of Imagine Publishing Group Limited for £39m. This has been accounted for as an acquisition in accordance with IFRS 3. The fair value of the assets and liabilities and retained earnings at the date of acquisition are detailed below.

	Fair value of assets and liabilities £'000
Intangible assets – Computer software & websites (note 8) Intangible assets – Publishing rights and content (note 8) Property, plant and equipment Inventories Trade and other receivables Cash and cash equivalents Trade and other payables Corporation tax payable Deferred Tax Asset	58 14,353 154 158 6,678 1,723 (3,958) (70) 320 –––––––––––
Total identifiable net assets	19,416
Consideration Equity Cash Loan notes	––––––––––– 100 17,888 21,012 –––––––––––
Total consideration	39,000 –––––––––––
Goodwill (note 8)	19,584 ––––––––––––––––––––––

Had the group been consolidated from 1 April 2013, the consolidated statement of income would show revenue of £17,472k and a loss of £4,544k.

19. Cash generated from operations

Loss before income tax Adjustments for: Depreciation (note 9) Amortisation of intangibles (note 8) Interest income (note 5) Finance expense (note 5) Increase in inventories (note 11) Decrease in trade and other receivables (including derivative financial instruments) Increase in trade and other payables ––––––––––– Cash generated from operations	2014 £'000
	(4,387)
	70
	5,055
	(323)
	1,691
	(199)
	4,133
	759
	6,799 ––––––––––––––––––––––

20. Employees and directors

Employee benefit expense for the group during the period is as follows:

	2014 £'000
Wages and salaries Social security costs	3,588 344
	––––––––––– 3,932 ––––––––––––––––––––––

The average number of employees employed during the period, including executive directors, is as follows:

	Group	Company
	2014	2014
	Number	Number
Production	101	–
Administration	46 –––––––––––	2 –––––––––––
	147 ––––––––––––––––––––––	2 ––––––––––––––––––––––
Directors' emoluments for the period were as follows:
		2014
		£'000
Short term employee benefits		572 ––––––––––––––––––––––

Directors' emoluments were paid by Imagine Publishing Limited. The emoluments of the highest paid director were £129k. The key management personnel of the Company is defined as the board of directors.

21. Operating lease commitments – minimum lease payments

At 31 March 2014 the Group had the following total future lease payments under non-cancellable operating leases:

		2014
	Property	Other	Total
	£'000	£'000	£'000
Within one year Later than one year and less than five years	186 31 –––––––––––	1 0 –––––––––––	187 31 –––––––––––
	217	1	218
	––––––––––––––––––––––	––––––––––––––––––––––	––––––––––––––––––––––

The group leases its premises under non-cancellable operating lease agreements, the leases have various terms.

The company has no operating lease commitments.

22. Contingent liabilities and commitments

The group had no contingent liabilities at 31 March 2014. There are cross guarantees in place between the company and its subsidiary undertaking which relates to a fixed and floating charge over the assets of the group.

23. Related parties

The company had the following intercompany loan balances at the 31 March 2014. The loans are unsecured, bear no interest and are repayable on demand.

		Loaned/
		(repaid)	At
	At start	during	31 March
	of period	period	2014
	£'000	£'000	£'000
Fascination (Holdings) Ltd	– –––––––––––	3 –––––––––––	3 –––––––––––
Total	– ––––––––––––––––––––––	3 ––––––––––––––––––––––	3 ––––––––––––––––––––––

During the period £200k was paid to Ice Floe Limited, a company in which Edmund Truell (chairman) is a director. This is included within administrative expenses in the income statement.

Key management personnel is defined as the board of directors, see note 20.

24. Ultimate controlling party

The directors consider there is no ultimate controlling party for the period ended 31 March 2014.

25. Accounting standards

(a) Standards, amendment and interpretations effective for the period ended 31 March 2014 The following standards, amendments and interpretations were effective for the period ending 31 March

2014: ● Amendment to IAS 1,'Presentation of financial statements' on OCI

• ● IFRS 13, 'Fair value measurement'
• ● Amendments to IFRS 7 on Financial instruments asset and liability offsetting
• ● Annual improvements 2011

(b) Interpretation early adopted by the company

• ● There were no such standards in the period.
• (c) Standards and interpretations effective in the period ended 31 March 2014 but not relevant The following standards and interpretations to published standards are mandatory for accounting periods beginning on or after 1 January 2013 (unless otherwise stated) but they are not relevant to the

company's operations:

• ● Amendments to IFRS 1, 'First time adoption' on hyperinflation and fixed dates.
• ● Amendment to IAS 12,'Income taxes' on deferred tax.
• ● IFRIC 20 'Stripping costs in the production phase of a surface mine'.
• ● Amendment to IFRS 1,'First time adoption' on government grants

(d) Standards, amendments and interpretations to existing standards that are not yet effective and have not been early adopted by the group and company

The following standards and amendments to existing standards have been published and are mandatory for the company's accounting period beginning on 1 April 2014 or later periods, but the company has not early adopted them. They are not expected to have a material impact on the Company:

● IFRS 9, 'Financial instruments', on 'Classification and measurement'.

• ● IFRS 10, 'Consolidated financial statements'.
• ● IFRS11, 'Joint arrangements'.
• ● IFRS12, 'Disclosure of interests in other entities'.
• ● IFRS 15, 'Revenue from contracts with customers'
• ● IAS 27 (revised), 'Separate financial statements'.
• ● IAS 28 (revised), 'Investments in associates and joint ventures'.
• ● Amendments to IFRS 10, 12 and IAS 27 on consolidation for investment entities
• ● Amendment to IAS 16 ,'Property, plant and equipment' and IAS 38,'Intangible assets', on depreciation and amortisation
• ● Amendments to IAS 32 on Financial instruments asset and liability offsetting
• ● Amendment to IAS 36, 'Impairment of assets' on recoverable amount disclosures
• ● Amendment to IAS 19, 'Employee benefits', on defined benefit plans
• ● Annual improvements 2012
• ● Annual improvements 2013

There are no other standards, amendments and interpretations that are not effective and that are relevant to the company's operations.

Miura (Holdings) Ltd

Annual Report & Financial Statements

For The Period Ended 31 March 2015

Contents

Page:

1/128 – 2/129	Strategic report
3/130 – 4/131	Chairman's statement
5/132 – 6/133	Directors' report
7/134	Statement of directors' responsibilities
8/135 – 9/136	Independent auditors' report to the members of Miura (Holdings) Ltd
10/137	Consolidated statement of comprehensive income
11/138	Consolidated statement of changes in equity
11/138	Company statement of changes in equity
12/139	Consolidated and company statements of financial position
13/140	Consolidated statement of cash flows
14/141 – 30/157	Notes to the consolidated and company financial statements

Directors

James Hanbury	Chairman
Damian Butt	Group Managing Director
Marco Peroni	Finance Director
Aaron Asadi	Publishing Director
John Naylor-Leyland	Non Executive Director
Thomas Frame	Non Executive Director

Secretary and Registered Office

Marco Peroni Richmond House 33 Richmond Hill Bournemouth Dorset BH2 6EZ

Company Number

08464815

STRATEGIC REPORT

for the period ended 31 March 2015

Results

The results for the financial year and the financial position of the group are shown in the accompanying financial statements. The loss for the financial year ended 31 March 2015 was £4,187k (2014: £3,861k restated). The group's underlying operating company, Imagine Publishing Limited, made a profit of £2,063k (2014: £3,105k).

Business review and future developments

Miura (Holdings) Ltd is the ultimate holding company of a group containing Imagine Publishing Limited as its main trading entity. The principal activity of the group is publishing high quality, specialist consumer print and digital magazines and websites in the technology, knowledge/science, photography and videogames markets. The company is a limited liability company which was incorporated on 27 March 2013 and is domiciled in England. On 30 April 2013 the company acquired Fascination (Holdings) Ltd and other subsidiary companies, including the operating company Imagine Publishing Limited.

A review of the results and business activities for the year and likely future developments are set out in the Chairman's statement.

Principal risks and uncertainties

The company has put in place a risk management policy to manage the financial risks to which it is exposed. The major financial risk factors are as follows:

(a) Foreign exchange risk

The group's distribution agreements generate sales in US dollars and Australian dollars and major fluctuations in these currencies could lead to foreign exchange gains and losses being posted to the statement of comprehensive income. The group has redenominated part of its sterling banking facility into US dollars to hedge against major fluctuations in this currency. The group will continue to monitor exchange rates and their impact on the group and assess the effectiveness of the strategy.

(b) Interest rate risk

At 31 March 2015 the group had borrowings of £34,406k. On 13 June 2013 the group entered into an interest rate swap agreement to hedge against the rise in interest rates. The swap provides a guaranteed LIBOR rate of 1.59 per cent. The sensitivity of interest rate movements is accordingly not material to the group's profit.

(c) Credit risk

Credit risk is minimised by performing credit checks on all potential customers before credit terms are granted and cash on deposits are only placed with HSBC bank plc which has a credit rating of AA-.

(d) Price risk

The group's largest area of expenditure is magazine production costs. The group has close relationships with its key suppliers but any significant increases in these costs would have a direct effect on profitability. In order to minimise risk, supplier prices are reviewed regularly by management.

(e) Liquidity risk

The group monitors rolling forecasts to assess its liquidity requirements and ensure it has sufficient cash to meet its operational needs while maintaining sufficient headroom on its undrawn committed borrowings facility at all times.

(f) Capital risk

The group's objectives when managing capital are to safeguard its ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

(g) Impairment risk

As a result of the investments in its subsidiaries held by the Company, there is a risk that goodwill of £22.5m at 31 March 2015 could become impaired whereby the value in use would be less than the carrying value. The directors perform periodic impairment reviews as required by IAS36 "Impairment of Assets" factoring in the net assets and forecast future cash flows of its subsidiary undertakings, and as a result no impairment has been required.

Key performance indicators

The company's directors consider the key performance indicators to be revenue and EBITDA. A commentary is disclosed in the Chairman's Statement.

On behalf of the board

Damian Butt Group Managing Director

29 July 2015

CHAIRMAN'S STATEMENT

for the period ended 31 March 2015

Introduction

Imagine Publishing Limited ("Imagine"), the underlying operating company of Miura (Holdings) Limited ("Miura", the "Company"), was formed in 2005 and is now a worldwide content publisher with key brands in print, online and on digital formats. Imagine has a successful portfolio of specialist magazines, bookazines, digital editions, websites, apps and digital only specials focusing on four key technology market sectors (technology; knowledge/science; photography; and videogames). An Imagine product is purchased every ten seconds and the Company has a monthly reach of 4.5 million consumers.

Imagine has a long track record of innovation and organic growth. For example, eight years ago, Imagine enhanced and has since trail-blazed the high-value bookazine segment; all of Imagine's titles were available on iTunes from February 2010, two months before the launch of the iPad in the US. This has continued in 2014/15, when Imagine was the first publisher to launch an app for the Apple Watch.

During 2014/15, Imagine has further bolstered its management team with the appointments of Sharon Todd (Head of Subscriptions) and Martin Porter (Head of Digital), and I have already been delighted with their impact.

Results

Imagine delivered revenues of £16.1m (2014: £16.3m) in the financial year ended 31 March 2015, with an EBITDA of £2.4m (2014: £3.4m). Despite a difficult operating environment, this was achieved due to the Company's multiple profit streams (copy sales, online and digital, licensing, subscriptions), alongside strong operational efficiency. In particular, Imagine's key brand How It Works has continued to perform well, together with expanding profits from the knowledge division as a result of new launches and an acquisition.

The Company's high cash generation produced cash flows before financing of £2.1m (88 per cent. of EBITDA) reducing the bank net indebtedness to £7.3m.

New Investment into Growth Initiatives and Acquisitions

In January 2015, Disruptive Capital Investments Limited and other long term shareholders in Imagine, including members of the executive management team, invested £2.7m to finance new growth initiatives and acquisitions as part of the continued buy and build strategy. These include:

• ● Development of a new customised content subscription-based educational portal, aimed at parents/families and based on the How It Works brand
• ● The further expansion of Imagine's international operations, including direct distribution into key new retailer groups in America, Australia and Asia, and increasing the scale of Imagine's successful content licensing division, with a specific focus on Scandinavia, India and the Far East; and
• ● Firepower for selective acquisitions such as History of War, which was successfully acquired and integrated in 2014/15, extending Imagine's leadership of the history segment. This continues Imagine's strong acquisition track record (Retro Gamer, Linux User, Total 911, Highbury Entertainment), which we expect to continue to develop in 2015/16.

Looking ahead to 2015/16, Imagine therefore continues to be well positioned to develop further its pioneering approach to content delivery on a worldwide scale.

Summary

The Company's continued profitability and innovation could not have been achieved without its highly skilled and motivated workforce and I would like to thank all of our staff for their contribution throughout the year, and for helping Imagine to become one of the world's leading technology publishers.

James Hanbury Chairman

YTD 31 March 2015 4 131

DIRECTORS' REPORT

for the period ended 31 March 2015

The directors present their report and the audited consolidated financial statements for the year ended 31 March 2015.

Principal activity, results and future developments

A review of the results and business activities for the year and likely future developments are set out in the Chairman's statement.

Dividends

There were no dividends paid or proposed during the year (2014 – nil).

Directors

The directors of the company during the year and up to the date of signing the financial statements are:

(Resigned 1 April 2015)
(Resigned 24 November 2014)
(Resigned 4 May 2014)
(Appointed 1 April 2015)
(Appointed 1 April 2015)

Disclosure of information to independent auditors

Each of the directors at the date of the approval of this report confirms that:

• ● so far as each director is aware, there is no relevant audit information of which the company's auditors are unaware, and
• ● each director has taken all of 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 company's auditors are aware of the information.

Going concern

The Group balance sheet has net liabilities of £6.7m mainly due to the loan notes issued to shareholders, amounting to £23m, arising on the group restructure in April 2013. The Directors are required to make an assessment of the group's ability to continue to trade as a going concern. The Directors believe that it is appropriate to prepare the group's financial statements on a going concern basis due to:

• ● its strong cash position and forecast cash generation;
• ● the continued support of its lenders and shareholders.

Independent Auditors

In accordance with Section 487(2) of the Companies Act 2006 the current auditors, PricewaterhouseCoopers LLP, are deemed to be reappointed.

By order of the board

Marco Peroni Company Secretary

29 July 2015

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Annual Report and Financial Statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have prepared the group and parent company financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and the company and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

• ● select suitable accounting policies and then apply them consistently;
• ● make judgements and accounting estimates that are reasonable and prudent;
• ● prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company and the group will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

By order of the Board

Marco Peroni Company Secretary

29 July 2015

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MIURA (HOLDINGS) LTD

Report on the financial statements

Our opinion

In our opinion:

• ● Miura (Holdings) Ltd's group financial statements and parent company financial statements (the "financial statements") give a true and fair view of the state of the group's and of the parent company's affairs as at 31 March 2015 and of the group's loss and the group's and the parent company's cash flows for the year then ended;
• ● the group financial statements have been properly prepared in accordance with International Financial Reporting Standards ("IFRSs") as adopted by the European Union;
• ● the parent company financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union and as applied in accordance with the provisions of the Companies Act 2006; and
• ● the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

What we have audited

Miura (Holdings) Ltd's financial statements comprise:

• ● the Consolidated and Company statements of financial position as at 31 March 2015;
• ● the Consolidated statement of comprehensive income for the year then ended;
• ● the Consolidated statement of cash flows for the year then ended;
• ● the Consolidated statement of changes in equity and the Company statement of changes in equity for the year then ended; and
• ● the notes to the financial statements, which include a summary of significant accounting policies and other explanatory information.

The financial reporting framework that has been applied in the preparation of the financial statements is applicable law and IFRSs as adopted by the European Union and, as regards the parent company financial statements, as applied in accordance with the provisions of the Companies Act 2006.

In applying the financial reporting framework, the directors have made a number of subjective judgements, for example in respect of significant accounting estimates. In making such estimates, they have made assumptions and considered future events.

Opinion on other matter prescribed by the Companies Act 2006

In our opinion the information given in the Strategic Report, the Chairman's Statement and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements.

Other matters on which we are required to report by exception

Adequacy of accounting records and information and explanations received

Under the Companies Act 2006 we are required to report to you if, in our opinion:

• ● we have not received all the information and explanations we require for our audit; or
• ● adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
• ● the parent company financial statements are not in agreement with the accounting records and returns.

We have no exceptions to report arising from this responsibility.

Directors' remuneration

Under the Companies Act 2006 we are required to report to you if, in our opinion, certain disclosures of directors' remuneration specified by law are not made. We have no exceptions to report arising from this responsibility.

Responsibilities for the financial statements and the audit Our responsibilities and those of the directors

As explained more fully in the Statement of directors' responsibilities set out on page 5, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view.

Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland) ("ISAs (UK & Ireland)"). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors.

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.

What an audit of financial statements involves

We conducted our audit in accordance with ISAs (UK and Ireland). An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of:

• ● whether the accounting policies are appropriate to the group's and the parent company's circumstances and have been consistently applied and adequately disclosed;
• ● the reasonableness of significant accounting estimates made by the directors; and
• ● the overall presentation of the financial statements.

We primarily focus our work in these areas by assessing the directors' judgements against available evidence, forming our own judgements, and evaluating the disclosures in the financial statements.

We test and examine information, using sampling and other auditing techniques, to the extent we consider necessary to provide a reasonable basis for us to draw conclusions. We obtain audit evidence through testing the effectiveness of controls, substantive procedures or a combination of both.

In addition, we read all the financial and non-financial information in the Annual Report and Financial Statements to identify material inconsistencies with the audited financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.

Ian Wishart (Senior Statutory Auditor) for and on behalf of PricewaterhouseCoopers LLP Chartered Accountants and Statutory Auditors Southampton

							Restated
		and exceptional Results before items amortisation	(note 8) Amortisation	(note 4) Exceptional items	Total	and exceptional Results before amortisation items	(note 8) Amortisation	note 4) Exceptional items	Total
	Notes	2015 £'000	2015 £'000	2015 £'000	2015 £'000	2014 £'000	£'000 2014	£'000 2014	£'000 2014
Cost of sales Revenue	2	(10,556) 16,124	– –	– –	(10,556) 16,124	(10,020) 16,290	– –	– –	(10,020) 16,290
Administrative expenses profit Gross		(3,204) ––––––––––––– 5,568	(5,032) ––––––––––––– –	(173) ––––––––––––– –	(8,409) ––––––––––––– 5,568	(2,821) ––––––––––––– 6,270	(5,055) ––––––––––––– –	(1,413) ––––––––––––– –	(9,289) ––––––––––––– 6,270
profit/(Loss) Finance income Finance costs Operating	3 5 5	(2,096) ––––––––––––– 2,364 4	(5,032) ––––––––––––– – –	(173) ––––––––––––– – –	(2,841) (2,096) ––––––––––––– 4	(1,691) ––––––––––––– 3,449 323	(5,055) ––––––––––––– – –	(1,413) ––––––––––––– – –	(3,019) (1,691) ––––––––––––– 323
me tax before inco Income tax expense Profit/(Loss)	7	––––––––––––– 746 272	(5,032) ––––––––––––– –	(173) ––––––––––––– –	(4,933) ––––––––––––– 746	––––––––––––– 526 2,081	(5,055) ––––––––––––– –	(1,413) ––––––––––––– –	(4,387) ––––––––––––– 526
me for the year and total mprehensive inco Profit/(Loss) co		––––––––––––– ––––––––––– ––––––––––– 1,018	(5,032) ––––––––––––– ––––––––––– –––––––––––	(173) ––––––––––––– ––––––––––– –––––––––––	(4,187) ––––––––––––– ––––––––––– –––––––––––	––––––––––––– ––––––––––– ––––––––––– 2,607	(5,055) ––––––––––––– ––––––––––– –––––––––––	(1,413) ––––––––––––– ––––––––––– –––––––––––	(3,861) ––––––––––––– ––––––––––– –––––––––––

All of the results above are derived from continuing activities. There are no other profits or losses for the year that require disclosure in a statement of comprehensive income. The profit/(loss) for the period is attributable to the equity owners of the company.

For details of the prior period restatement see notes 1 (c) and 15.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

for the year ended 31 March 2015

	Share	Share	Capital	Retained	Total
	capital	premium	reserve	earnings	equity
	£'000	£'000	£'000	£'000	£'000
Consolidated	–	–	–	(3,861)	(3,861)
Loss for the period – restated	–––––––––––	–––––––––––	–––––––––––	–––––––––––	–––––––––––
Total comprehensive loss	–	–	–	(3,861)	(3,861)
for the period – restated	–––––––––––	–––––––––––	–––––––––––	–––––––––––	–––––––––––
Share capital issued	100	–	–	–	100
Corporation tax credit on shares and share options Deferred tax debit on	–	–	–	429	429
share options	–	–	–	(326)	(326)
	–––––––––––	–––––––––––	–––––––––––	–––––––––––	–––––––––––
Total transactions with owners	100	–	–	103	203
	–––––––––––	–––––––––––	–––––––––––	–––––––––––	–––––––––––
At 31 March 2014 – restated	100	–	–	(3,758)	(3,658)
	––––––––––––––––––––––	––––––––––––––––––––––	––––––––––––––––––––––	––––––––––––––––––––––	––––––––––––––––––––––
Loss for the year	–	–	–	(4,187)	(4,187)
	–––––––––––	–––––––––––	–––––––––––	–––––––––––	–––––––––––
Total comprehensive loss for the year	–	–	–	(4,187)	(4,187)
Share capital issued	–	3	–	–	3
Capital contribution	–	–	1,105	–	1,105
Total transactions with owners	–––––––––––	–––––––––––	–––––––––––	–––––––––––	–––––––––––
	–	3	1,105	–	1,108
	–––––––––––	–––––––––––	–––––––––––	–––––––––––	–––––––––––
At 31 March 2015	100	3	1,105	(7,945)	(6,737)
	––––––––––––––––––––––	––––––––––––––––––––––	––––––––––––––––––––––	––––––––––––––––––––––	––––––––––––––––––––––

For details of the prior period restatement see notes 1 (c) and 15.

COMPANY STATEMENT OF CHANGES IN EQUITY

Company	Share	Share	Retained	Total
	capital	premium	earnings	equity
	£'000	£'000	£'000	£'000
Profit for the period	–	–	3	3
	–––––––––––	–––––––––––	–––––––––––	–––––––––––
Total comprehensive income	–	–	3	3
for the period	–––––––––––	–––––––––––	–––––––––––	–––––––––––
Share capital issued	100	–	–	100
	–––––––––––	–––––––––––	–––––––––––	–––––––––––
Total transactions with owners	100	–	–	100
	–––––––––––	–––––––––––	–––––––––––	–––––––––––
At 31 March 2014	100	–	3	103
	––––––––––––––––––––––	––––––––––––––––––––––	––––––––––––––––––––––	––––––––––––––––––––––
Loss for the year	–	–	(167)	(167)
	–––––––––––	–––––––––––	–––––––––––	–––––––––––
Total comprehensive loss for the year	–	–	(167)	(167)
	–––––––––––	–––––––––––	–––––––––––	–––––––––––
Share capital issued	–	3	–	3
	–––––––––––	–––––––––––	–––––––––––	–––––––––––
Total transactions with owners	–	3	–	3
	–––––––––––	–––––––––––	–––––––––––	–––––––––––
At 31 March 2015	100	3	(164)	(61)
	––––––––––––––––––––––	––––––––––––––––––––––	––––––––––––––––––––––	––––––––––––––––––––––

CONSOLIDATED AND COMPANY STATEMENTS OF FINANCIAL POSITION

at 31 March 2015

		Group		Company
			Restated
	Notes	2015	2014	2015	2014
		£'000	£'000	£'000	£'000
ASSETS
Non-current assets
Investment in subsidiary undertaking	10	–	–	100	100
Intangible assets – goodwill	8	22,452	22,452	–	–
Intangible assets – other	8	4,505	9,446	–	–
Property, plant and equipment	9	110	141	–	–
Derivative Financial Instruments	18	– –––––––––––	109 –––––––––––	– –––––––––––	– –––––––––––
		27,067	32,148	100	100
Current assets
Inventories	11	316	357	–	–
Trade and other receivables	12	1,888	2,435	6	3
Current income tax asset		–	351	–	–
Cash and cash equivalents	13	4,160 –––––––––––	1,885 –––––––––––	– –––––––––––	– –––––––––––
		6,364 –––––––––––	5,028 –––––––––––	6 –––––––––––	3 –––––––––––
Total assets		33,431 ––––––––––––––––––––––	37,176 ––––––––––––––––––––––	106 ––––––––––––––––––––––	103 ––––––––––––––––––––––
EQUITY AND LIABILITIES Equity attributable to owners of the parent
Share capital	16	100	100	100	100
Share premium	17	3	–	3	–
Capital reserve	18	1,105	–	–	–
Retained earnings		(7,945) –––––––––––	(3,758) –––––––––––	(164) –––––––––––	3 –––––––––––
Total Equity		(6,737) –––––––––––	(3,658) –––––––––––	(61) –––––––––––	103 –––––––––––
LIABILITIES
Non-current liabilities Financial liabilities – borrowings Derivative Financial Instruments	18 18	33,287 195	32,751 –	– –	– –
Deferred income tax liability	15	873	1,884	–	–
		––––––––––– 34,355	––––––––––– 34,635	––––––––––– –	––––––––––– –
Current liabilities		–––––––––––	–––––––––––	–––––––––––	–––––––––––
Trade and other payables	14	4,522	4,972	167	–
Current income tax liability		172	–	–	–
Financial liabilities – borrowings	18	1,119	1,227	–	–
		––––––––––– 5,813	––––––––––– 6,199	––––––––––– 167	––––––––––– –
		–––––––––––	–––––––––––	–––––––––––	–––––––––––
Total liabilities		40,168 –––––––––––	40,834 –––––––––––	167 –––––––––––	– –––––––––––
Total equity and liabilities		33,431 ––––––––––––––––––––––	37,176 ––––––––––––––––––––––	106 ––––––––––––––––––––––	103 ––––––––––––––––––––––

For details of the prior period restatement see notes 1 (c) and 15. The financial statements on pages 10/137 to 32/159 were authorised for issue by the Board of Directors on 29 July 2015 and were signed on its behalf by:

Marco Peroni Finance Director

Company Number: 0846481

YTD 31 March 2015 12 139

CONSOLIDATED STATEMENT OF CASH FLOWS

for the year ended 31 March 2015

	Notes	2015 £'000	2014 £'000
Cash flows from operating activities Cash generated from operations Interest received Interest paid Income tax received/(paid)	20	2,985 4 (765) 258 –––––––––––	6,799 – (803) (457) –––––––––––
Net cash generated from operating activities Cash flows from investing activities		2,482	5,539
Acquisition of subsidiary Purchase of intangible assets Purchase of property, plant and equipment	8 9	– (91) (47) –––––––––––	(37,277) (90) (56) –––––––––––
Net cash used in investing activities		(138)	(37,423)
Cash flows from financing activities Proceeds from issue of shares Proceeds from borrowings Repayment of borrowings Finance costs	16 18	3 2,700 (2,772) – –––––––––––	100 36,762 (1,756) (1,337) –––––––––––
Net cash generated in financing activities		(69) –––––––––––	33,769 –––––––––––
Net increase in cash and cash equivalents Cash and cash equivalents at start of year		2,275 1,885 –––––––––––	1,885 – –––––––––––
Cash and cash equivalents at the end of the year	13	4,160 ––––––––––––––––––––––	1,885 ––––––––––––––––––––––

The company had no cash or cash equivalents at any point in the current year nor any cash flows during the period covered above.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 March 2015

1. Accounting policies

The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the years presented unless otherwise stated.

Basis of preparation

In accordance with Section 408 of the Companies Act 2006, the company is exempt from the requirement to present its own statement of comprehensive income. The loss of the company for the year ended 31 March 2015 was £167k (2014 – £3k profit).

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted in the European Union, IFRIC interpretations and the Companies Act 2006 applicable to companies reporting under IFRS. The consolidated financial statements have been prepared under the historical cost convention and the going concern basis has been applied.

The Group balance sheet has net liabilities of £6.7m mainly due to the loan notes issued to shareholders, amounting to £23m, arising on the group restructure in April 2013. The Directors are required to make an assessment of the group's ability to continue to trade as a going concern. The Directors believe that it is appropriate to prepare the group's financial statements on a going concern basis due to:

• ● its strong cash position and forecast cash generation;
• ● the continued support of its lenders and shareholders.

Basis of consolidation

Subsidiaries are all entities over which the Group has power to govern the financial and operating policies, generally accompanying a shareholding of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases.

(a) Business combinations

Acquisitions are accounted for using the purchase method of accounting. The cost of an acquisition is the cash paid together with the fair value of the other assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the acquisition. The acquired identifiable assets, liabilities and contingent liabilities are measured at their fair values at the date of the acquisition, irrespective of the extent of any minority interest. The directors of the group have estimated the fair values of acquired intangible assets if material. The excess of the cost of acquisition over the fair value of net assets assumed is recorded as goodwill.

(b) Revenue recognition

Revenue from the sale of goods is recognised in the statement of comprehensive income when the significant risks and rewards of ownership have been transferred to the buyer. Revenue from services rendered, including online, is recognised in the statement of comprehensive income once the service has been completed. The directors believe that there is only one class of business. Revenue is all generated from the United Kingdom.

Revenue comprises the fair value of the consideration received or receivable for the sale of goods and services in the ordinary course of the group's activities. Revenue is shown net of sales taxes, estimated returns, rebates and discounts.

Print newsstand circulation, digital and advertising revenues are recognised according to the UK on-sale date of the publication. Licensing revenue is recognised by the publication on sale date. Pre-paid print and digital subscription revenues are shown as deferred income and released to the statement of comprehensive income over the life of the subscription. Other revenue is recognised at the time of sale or provision of service.

(c) Prior period adjustment

The results for the period ended 31 March 2014 have been restated due to the recognition of a deferred tax liability of £2,868k and corresponding addition to goodwill, which arose on the fair value of intangible assets (publishing rights and content). The deferred tax liability will reduce annually as the intangible asset is amortised and has resulted in a credit to the income tax expense of £1,004k for the period ended 31 March 2014.

(d) Foreign currency translation

Functional and presentational currency

Items included in the financial statements are measured using the currency of the primary economic environment in which the company operates ('the functional currency'). The financial statements are presented in Sterling, which is the company's functional and presentational currency.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rate prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of period end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the statement of comprehensive income, within 'finance income or cost'.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the statement of comprehensive income within 'finance income or cost'.

(e) Financial assets and liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into.

Financial instruments

Financial assets and liabilities are recognised in the group's statement of financial position when the group becomes a party to the contractual provisions of the instrument. Financial assets and liabilities are initially recognised at their fair value plus transaction costs and are subsequently measured at amortised cost.

Loans and borrowings are initially recognised at the fair value of the consideration received, net of transaction costs and are subsequently measured at amortised cost. Any difference between the amount initially recognised and the redemption value is recognised in the statement of comprehensive income over the life of the borrowings using the effective interest rate method.

A commentary on the key financial risk factors of the business and how the company manages those risks are disclosed in the Strategic Report.

Share capital and share premium

An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities. Shares which have an entitlement to a contractual dividend are classified as financial liabilities. The share capital and any associated share premium are shown as non-current liabilities in the statement of financial position. Dividends on these shares are charged to retained earnings.

(f) Leases

Operating lease rentals and any incentives receivable are recognised in the statement of comprehensive income on a straight line basis over the period of the lease.

(g) Property, plant and equipment

Property, plant and equipment are stated at historical cost less accumulated depreciation and any impairment in value. Depreciation is calculated to write off the cost of an asset, less its residual value, on a straight line basis, over its estimated useful life, as follows:

Fixtures, fittings and equipment – 4 years

(h) Goodwill and intangibles

Goodwill

In respect of business combinations, goodwill represents the difference between the cost of the acquisition and the fair value of net identifiable assets acquired. Goodwill is stated at cost less any accumulated impairment losses and is not subject to amortisation but is tested annually for impairment

Publishing rights and content

Separately acquired publishing rights are shown at fair value and amortised over their useful life on a reducing balance basis, typically between 2-5 years.

Computer software & websites

Computer software and websites are capitalised on the basis of costs incurred to acquire the asset. After initial recognition, they are measured at historical cost less accumulated amortisation and any accumulated impairment losses. The carrying value and estimated useful lives are tested annually and adjustments for impairment are made when applicable.

Computer software and websites are amortised on a straight line basis over their useful lives of four years.

(i) Investments

The Company's investments in subsidiary undertakings are stated at the fair value of consideration payable, including related acquisition costs, less any provision for impairment.

(j) Inventories

Inventories are stated at the lower of cost and net realisable value. Cost is determined using a first-in, firstout basis. For the cost of finished goods and work in progress cost is calculated as the direct costs of production. It excludes borrowing costs. Net realisable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses.

(k) Trade receivables and other receivables

Trade receivables are recognised and carried at original invoice amount less provisions for impairment. A provision is made and charged to the statement of comprehensive income when there is objective evidence that the company will not be able to collect all amounts due according to the original terms.

(l) Impairment of financial assets

The group assesses at the end of each reporting period whether there is objective evidence that a financial asset or group of financial assets is impaired. A financial asset or a group of financial assets is impaired and impairment losses are incurred only if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (a 'loss event') and that loss event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated.

(m) Taxation including deferred tax

The tax expense for the period comprises of current and deferred tax. Tax is recognised in the statement of comprehensive income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the statement of financial position date in the country where the company operates and generates taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

Deferred income tax is recognised, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill; deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the statement of financial position date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.

(n) Cash and cash equivalents

Cash and cash equivalents include cash in hand and short-term deposits. For the purpose of the statement of cash flow, cash and cash equivalents are shown net of any outstanding bank overdrafts.

(o) Trade payables

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not they are presented as non-current liabilities. Trade payables are recognised at original invoice amount.

(p) Borrowings

Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the statement of comprehensive income over the period of the borrowings using the effective interest rate method.

Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least 12 months after the statement of financial position date.

(q) Provisions

A provision is recognised in the statement of financial position when the group has a legal or constructive obligation as a result of a past event and it is probable that an outflow of economic benefits will be required to settle the obligation and the amount has been reasonably estimated. Provisions are measured at the directors' best estimate of the expenditure required to settle the obligation at the statement of financial position date and are discounted to present value where the effect is material.

(r) Derivative financial instruments and hedging activities

The group uses derivative financial instruments to reduce its exposure to interest rate risk. The instruments are initially recognised at fair value and any subsequent changes to their fair values are charged to finance income or expense.

(s) Critical accounting estimates and judgements

The application of accounting standards and policies requires the group to make estimates and assumptions about future events that directly affect its reported financial condition and operating performance. The accounting estimates and assumptions discussed are those that the group considers to be most critical to its financial statements. An accounting estimate is considered critical if both (a) the nature of estimates or assumptions are subjective and judgmental, and (b) the impact within a reasonable range of outcomes of the estimates and assumptions is material to the company's financial condition or operating performance. The directors consider the following to be subject to significant accounting estimates and assumptions.

Revenue recognition

Application of the various accounting principles in IFRS related to the measurement and recognition of revenue requires that the group make judgements and estimates. Specifically, revenue recognition on copy sales is impacted by the group's ability to estimate future returns of magazines and bookazines that went 'on-sale' in the year ended 31 March 2015, but for which a final position will not be known until the subsequent year. The group considers various factors, on an individual title by title basis, such as historical experience, market and economic conditions and where available, retailer 'point of sale' data when calculating these provisions and allowances.

Carrying value of goodwill and other intangibles

The group uses forecast cash flow information and estimates of future growth to assess whether goodwill and other intangibles are impaired. If the results of an operation in future years are adverse to the estimates used for impairment testing, an impairment may be triggered at that point, or a reduction in useful economic life may be required.

2. Revenue

An analysis of revenue by destination is as follows:

	2015 £'000	2014 £'000
United Kingdom Rest of World	7,966 8,158	8,446 7,844
	––––––––––– 16,124 ––––––––––––––––––––––	––––––––––– 16,290 ––––––––––––––––––––––

All of the group's revenue originated in the United Kingdom.

3. Operating profit

Operating profit is stated after charging the following items:

2015	2014
£'000	£'000
	2,500
78	70
5,032	5,055
186	186
1	1
4	3
–	5
	2,446

4. Exceptional items

Included in administrative expenses for the period were the following exceptional items:

	2015 £'000	2014 £'000
Restructuring fees	173 –––––––––––	1,413 –––––––––––
	173 ––––––––––––––––––––––	1,413 ––––––––––––––––––––––

All items included as exceptional are designated as such as they are non-recurring costs relating to the reorganisation of the group.

5. Finance costs and finance income

	2014
£'000	£'000
	309
	–
	803
	579
304	– –––––––––––
2,096	1,691 –––––––––––
	214
	–
–	109 –––––––––––
4	323 ––––––––––––––––––––––
	2015 303 194 764 531 ––––––––––– ––––––––––– – 4 ––––––––––– ––––––––––––––––––––––

Finance costs that relate to borrowings have been capitalised and are being amortised over the term of the facility (see note 18).

6. Services provided by the group's auditors and its associates

During the year the group obtained the following services from the group's auditors and its associates as detailed below:

	2015 £'000	2014 £'000
Audit services:
Fees payable to the company's auditors and its associates for the audit of
the company's subsidiaries	37	36
Fees payable to the company's auditors for the audit of the parent and
consolidated financial statements	5	11
Fees payable to the company's auditors and its associates for other services:
Corporate tax advisory services	12	69
Tax compliance services	12	7
Other services	54 –––––––––––	– –––––––––––
	120 ––––––––––––––––––––––	123 ––––––––––––––––––––––

7. Income tax expense

Group

		Restated
	2015	2014
	£'000	£'000
Analysis of charge in year
Current tax
Current tax on profits for the year	144	466
Adjustments in respect of prior years	121 –––––––––––	1 –––––––––––
Total current tax	265 –––––––––––	467 –––––––––––
Deferred tax
Origination and reversal of temporary timing differences	(1,012)	(990)
Impact of change in tax rate	1 –––––––––––	(3) –––––––––––
Total deferred tax	(1,011) –––––––––––	(993) –––––––––––
Income tax expense	(746) ––––––––––––––––––––––	(526) ––––––––––––––––––––––

The tax credit for the year is lower (2014 – lower) than the standard rate of corporation tax in the UK of 21 per cent. (2014 – 23 per cent.).

The differences are explained below:

		Restated
	2015	2014
	£'000	£'000
Loss before income tax	(4,933)	(4,387)
Profit on ordinary activities multiplied by rate of corporation tax
in the UK of 21% (2014 – 23%)	(1,036)	(1,009)
Effects of:
Net expenses not deductible for tax purposes	118	519
Adjustment in respect of prior year	121	1
Income not taxable	–	(34)
Change in taxation rate	51 –––––––––––	(3) –––––––––––
Total income tax expense	(746) ––––––––––––––––––––––	(526) ––––––––––––––––––––––

For details of the prior period restatement see notes 1 (c) and 15.

8. Intangible Assets

Group

	Restated Goodwill £'000	Publishing rights and content £'000	Computer software & websites £'000	Total £'000
Cost:	–	–	–	–
At 30 April 2013	22,452	20,444	394	43,290
Subsidiary undertaking acquired	–	–	90	90
Additions	–––––––––––	–––––––––––	–––––––––––	–––––––––––
At 31 March 2014 Additions	22,452 – –––––––––––	20,444 61 –––––––––––	484 30 –––––––––––	43,380 91 –––––––––––
At 31 March 2015	22,452	20,505	514	43,471
	–––––––––––	–––––––––––	–––––––––––	–––––––––––
Accumulated amortisation and impairment:	–	–	–	–
At 30 April 2013	–	6,091	336	6,427
Subsidiary undertaking acquired	–	5,018	37	5,055
Amortisation charge for period (note 3)	–––––––––––	–––––––––––	–––––––––––	–––––––––––
At 31 March 2014	–	11,109	373	11,482
	–––––––––––	–––––––––––	–––––––––––	–––––––––––
Amortisation charge for year (note 3)	–	4,984	48	5,032
	–––––––––––	–––––––––––	–––––––––––	–––––––––––
At 31 March 2015	–	16,093	421	16,514
	––––––––––––––––––––––	––––––––––––––––––––––	––––––––––––––––––––––	––––––––––––––––––––––
Net book value:	–	–	–	–
At 30 April 2013	––––––––––––––––––––––	––––––––––––––––––––––	––––––––––––––––––––––	––––––––––––––––––––––
At 31 March 2014	22,452	9,335	111	31,898
	––––––––––––––––––––––	––––––––––––––––––––––	––––––––––––––––––––––	––––––––––––––––––––––
At 31 March 2015	22,452	4,412	93	26,957
	––––––––––––––––––––––	––––––––––––––––––––––	––––––––––––––––––––––	––––––––––––––––––––––

Any residual amount arising as a result of the purchase consideration being in excess of the value of identified magazine related assets is recorded as goodwill. Goodwill is not amortised under IFRS, but is subject to impairment testing either annually or in the occurrence of some triggering event.

Goodwill represents the growth potential of the business into new titles and markets. The recoverable amount of goodwill is assessed based on discounted cash flows of future profits into perpetuity using a growth rate of 7.5 per cent. for years 2 to 5, and a terminal growth rate of 3 per cent. A discount rate of 10 per cent. has been applied.

Publishing rights and content relate mainly to trade names and licenses. These assets are amortised over their estimated useful life, typically between 2-5 years.

Computer software and websites are amortised on a straight line basis over their useful lives of 4 years. Amortisation is included within administration expenses in the consolidated income statement.

For details of the prior period restatement see notes 1 (c) and 15.

9. Property, plant and equipment

Group

	Fixtures fittings and equipment £'000	Computer equipment £'000	Total £'000
Cost:	–	–	–
At 30 April 2013	175	440	615
Subsidiary undertaking acquired	3	53	56
Additions at cost	–	(104)	(104)
Disposals	–––––––––––	–––––––––––	–––––––––––
At 31 March 2014	178	389	567
	–––––––––––	–––––––––––	–––––––––––
Additions at cost Disposals	5 – –––––––––––	42 (30) –––––––––––	47 (30) –––––––––––
At 31 March 2015	183	401	584
	–––––––––––	–––––––––––	–––––––––––
Accumulated depreciation:	–	–	–
At 30 April 2013	134	326	460
Subsidiary undertaking acquired	18	52	70
Charge for period (note 3)	–	(104)	(104)
Disposals	–––––––––––	–––––––––––	–––––––––––
At 31 March 2014	152	274	426
	–––––––––––	–––––––––––	–––––––––––
Charge for the year (note 3) Disposals	15 – –––––––––––	63 (30) –––––––––––	78 (30) –––––––––––
At 31 March 2015	167	307	474
	––––––––––––––––––––––	––––––––––––––––––––––	––––––––––––––––––––––
Net book value:	–	–	–
At 30 April 2013	––––––––––––––––––––––	––––––––––––––––––––––	––––––––––––––––––––––
At 31 March 2014	26	115	141
	––––––––––––––––––––––	––––––––––––––––––––––	––––––––––––––––––––––
At 31 March 2015	16	94	110
	––––––––––––––––––––––	––––––––––––––––––––––	––––––––––––––––––––––

All depreciation charges in the year have been charged through administrative expenses.

10. Investment in subsidiary Company

	Total £'000
Cost and net book value: As at 1 April 2014	100 –––––––––––
At 31 March 2015	100
	––––––––––––––––––––––

On the 30 April 2013 the company acquired a 100 per cent. interest in Fascination (Holdings) Ltd for £100,000. Investment in the subsidiary is recorded at cost, which is the fair value of the consideration paid.

Details of all subsidiary undertakings at the 31 March 2015 are as follows:

	Country of Incorporation or Registration	Proportion of Rights & Ordinary Share Capital	Nature of Business
Fascination (Holdings) Ltd	England	100%	Holding Company
Skaro (Holdings) Ltd (indirect)	England	100%	Holding Company
Imagine Publishing Group Limited
(indirect)	England	100%	Holding Company
Imagine Publishing Limited (indirect)	England	100%	Print & digital publisher

The directors consider the carrying value of the investment to be supported by its underlying assets.

11. Inventories

	Group		Company
	2015	2014	2015	2014
	£'000	£'000	£'000	£'000
Raw materials	100	162	–	–
Work in progress	216 –––––––––––	195 –––––––––––	– –––––––––––	– –––––––––––
	316	357	–	–
	––––––––––––––––––––––	––––––––––––––––––––––	––––––––––––––––––––––	––––––––––––––––––––––

The cost of inventories recognised as an expense and included in the 'cost of sales' amounts to £2,446k (2014 – £2,500k).

12. Trade and other receivables

	Group			Company
	2015	2014	2015	2014
	£'000	£'000	£'000	£'000
Trade receivables	1,367	2,062	–	–
Less: provision for impairment of receivables	(91) –––––––––––	(119) –––––––––––	– –––––––––––	– –––––––––––
Trade receivables – net	1,276	1,943	–	–
Other taxes	171	158	–	–
Amounts due from subsidiary undertaking	–	–	6	3
Other receivables	169	148	–	–
Prepayments and accrued income	272 –––––––––––	186 –––––––––––	– –––––––––––	– –––––––––––
	1,888 ––––––––––––––––––––––	2,435 ––––––––––––––––––––––	6 ––––––––––––––––––––––	3 ––––––––––––––––––––––

In determining the recoverability of trade receivables the group considers any change in the credit quality of the receivables balance from the date the credit was initially granted up to the reporting date. The concentration of credit risk is limited due to the customer base being large and unrelated. Accordingly the directors believe that there is no further credit provision required in excess of the provision for impairment. The directors do not believe that the book value and fair value of accounts receivable are materially different.

The movements in the provision for impairment of receivables during the year is as follows:

		Group	Company
	2015 £'000	2014 £'000	2015 £'000	2014 £'000
At start of year	119	–	–	–
Acquired with subsidiary undertaking Provision for impaired receivables charged	–	166	–	–
to the statement of comprehensive income	–	5	–	–
Receivables written off	(28) –––––––––––	(52) –––––––––––	– –––––––––––	– –––––––––––
At 31 March	91 ––––––––––––––––––––––	119 ––––––––––––––––––––––	– ––––––––––––––––––––––	– ––––––––––––––––––––––

As at 31 March 2015 trade receivables of £94k (2014 – £82k) were past due but not impaired. These relate to a number of independent customers for whom there is no recent default history. The ageing analysis of these trade receivables is as follows:

		Group		Company
	2015	2014	2015	2014
	£'000	£'000	£'000	£'000
Up to 3 months	88	82	–	–
More than 3 months	6 –––––––––––	– –––––––––––	– –––––––––––	– –––––––––––
	94	82	–	–
	––––––––––––––––––––––	––––––––––––––––––––––	––––––––––––––––––––––	––––––––––––––––––––––

13. Cash and cash equivalents

	Group		Company
	2015	2014	2015	2014
	£'000	£'000	£'000	£'000
Cash at bank and in hand	4,160 ––––––––––––––––––––––	1,885 ––––––––––––––––––––––	– ––––––––––––––––––––––	– ––––––––––––––––––––––

14. Trade and other payables

		Company
			2014
£'000	£'000	£'000	£'000
1,081	1,290	–	–
			–
			–
			–
1,744	1,633	–	– –––––––––––
4,522	4,972	167	– ––––––––––––––––––––––
	2015 111 338 1,248 –––––––––––	Group 2014 102 595 1,352 –––––––––––	2015 – 157 10 ––––––––––– –––––––––––––––––––––– –––––––––––––––––––––– ––––––––––––––––––––––

The directors do not believe that the book value and fair value of trade and other payables are materially different.

15. Deferred income tax

The movements in the deferred tax assets and deferred tax liabilities are shown below.

	Accelerated capital	Restated
	allowances	Total
	£'000	£'000
Group – Non-current deferred tax liabilities
Goodwill on acquisition	(2,868)	(2,868)
Subsidiary undertaking acquired	(9)	(9)
Charged to the statement of comprehensive income (note 7)	993 –––––––––––	993 –––––––––––
At 31 March 2014	(1,884) –––––––––––	(1,884) –––––––––––
Charged to the statement of comprehensive income (note 7) At 31 March 2015	1,011 (873) ––––––––––––––––––––––	1,011 (873) ––––––––––––––––––––––

On 2 July 2013 a reduction to 20 per cent. with effect from 1 April 2015 was substantively enacted via a resolution passed by Parliament. Closing deferred tax balances have therefore been valued at 20 per cent. (2014: 21 per cent.).

The results for the period ended 31 March 2014 have been restated due to the recognition of a deferred tax liability of £2,868k which arose on the fair value of intangible assets (publishing rights and content). The deferred tax liability will reduce annually as the intangible asset is amortised, the resulting change in the loss after tax is a reduction of £1,004k being the deferred tax credit to the income statement for the period ended 31 March 2014.

16. Share capital – Group and Company

	2015			2014
	Number			Number
Issued, called-up and fully paid share capital Ordinary shares of £1 each At start of year	£'000 38		£'000 38	£'000 –	£'000 –
Issued at £1 each	– –––––––––––		– –––––––––––	38 –––––––––––	38 –––––––––––
At 31 March	38 –––––––––––		38 –––––––––––	38 –––––––––––	38 –––––––––––
A Ordinary shares of £1 each At start of year Issued at £1 each	62 – –––––––––––		62 – –––––––––––	– 62 –––––––––––	– 62 –––––––––––
At 31 March	62		62	62	62
B Ordinary shares of £0.000000001 each At start of year Issued at £0.000000001 each	––––––––––– – 3 –––––––––––		––––––––––– – – –––––––––––	––––––––––– – – –––––––––––	––––––––––– – – –––––––––––
At 31 March	3		–	–	–
Total at 31 March	––––––––––– ––––––––––––––––––––––		––––––––––– 100 ––––––––––––––––––––––	––––––––––– ––––––––––––––––––––––	––––––––––– 100 ––––––––––––––––––––––

On 30 April 2013 62,237 A ordinary shares of £1 each were issued. The A ordinary shares have full voting, dividend and capital distribution (including on winding up) rights and rank above the ordinary shares.

On 30 April 2013 37,764 ordinary shares of £1 were issued. The ordinary shares have full voting, dividend and capital distribution (including on winding up) rights.

On 30 January 2015 3,093 B ordinary shares of £0.000000001 were issued. The B ordinary shares have capital distribution rights only and the holders are not entitled to vote or receive a dividend.

17. Share premium – Group and Company

At 31 March	3 ––––––––––––––––––––––	– ––––––––––––––––––––––
At start of year B Ordinary shares issued	– 3 –––––––––––	– – –––––––––––
	2015 £'000	2014 £'000

18. Financial assets and liabilities

(a) Financial liabilities – borrowings

Borrowings by type

The group and company's borrowings are as follows:

		Group		Company
	2015	2014	2015	2014
	£'000	£'000	£'000	£'000
Current:
Bank loan	1,119	1,227	–	–
Loan notes	– –––––––––––	– –––––––––––	– –––––––––––	– –––––––––––
	1,119 –––––––––––	1,227 –––––––––––	– –––––––––––	– –––––––––––
Non current:
Bank loan	9,572	11,739	–	–
Loan notes	23,715 –––––––––––	21,012 –––––––––––	– –––––––––––	– –––––––––––
	33,287 –––––––––––	32,751 –––––––––––	– –––––––––––	– –––––––––––
Total borrowings at 31 March	34,406	33,978	–	–
	––––––––––––––––––––––	––––––––––––––––––––––	––––––––––––––––––––––	––––––––––––––––––––––

The borrowings are shown at their amortised balances which consist of the original loan principal plus any accrued interest less any unamortised finance costs.

On 30 April 2013 the group acquired Fascination (Holdings) Ltd. The acquisition was funded by the group's own cash resources, a new banking facility from HSBC Bank Plc and loan notes. On 30 January 2015 the interest rate was reduced from 3 per cent. to 0.125 per cent., the interest is due to be settled by the issue of PIK (Payment In Kind) notes annually. The loan note interest accrued from 30 April 2013 to 30 January 2015 was settled by the issue of deferred shares (see note 16) on 30 January 2015. The difference between the interest accrued and the total value of the deferred share class has been credited to the capital reserve. The loan notes are repayable on 31 July 2019.

A £15.75m credit facility agreement from HSBC Bank Plc was entered into on 30 April 2013. The loan was divided as follows:

• ● A £7.875m five year revolving credit facility due for repayment in ten equal phased installments. The loan bears interest at a rate of 4 per cent. plus LIBOR.
• ● A £7.875m term loan due for repayment in one instalment on 30 April 2019. The loan bears interest at a rate of 4.5 per cent. plus LIBOR.

The banking facilities are secured by a fixed and floating charge over the assets of the group.

In June 2013 the group redenominated part of its sterling banking facility into \$3,783,250 US dollars.

Maturity profile

The maturity profile of the group's borrowings is as follows:

		2015			2014
	Loan	Bank loan		Loan	Bank loan
	notes	(secured)	Total	notes	(secured)	Total
	£'000	£'000	£'000	£'000	£'000	£'000
Within one year	–	1,119	1,119	–	1,227	1,227
In one to two years In more than two years but	–	1,384	1,384	–	1,277	1,277
not more than five years	23,715	8,188	31,903	–	2,596	2,596
More than five years	– –––––––––––	– –––––––––––	– –––––––––––	21,012 –––––––––––	7,866 –––––––––––	28,878 –––––––––––
Total borrowings	23,715 ––––––––––––––––––––––	10,691 ––––––––––––––––––––––	34,406 ––––––––––––––––––––––	21,012 ––––––––––––––––––––––	12,966 ––––––––––––––––––––––	33,978 ––––––––––––––––––––––

Amortised balances

The amortised balances are as follows:

	2015			2014
Loan	Bank loan		Loan	Bank loan
notes	(secured)	Total	notes	(secured)	Total
£'000	£'000	£'000	£'000	£'000	£'000
23,715	11,417	35,132	21,012	13,995	35,007
–	(1,337)	(1,337)	–	(1,337)	(1,337)
–	611	611	–	308	308 –––––––––––
23,715	10,691	34,406	21,012	12,966	33,978 ––––––––––––––––––––––
	––––––––––– ––––––––––––––––––––––	––––––––––– ––––––––––––––––––––––	––––––––––– ––––––––––––––––––––––	––––––––––– ––––––––––––––––––––––	––––––––––– ––––––––––––––––––––––

The company had no borrowings at 31 March 2014 or 31 March 2015.

The directors do not believe that the book value and fair value of borrowings are materially different.

(b) Financial assets and liabilities by category

The financial assets of the Group have been categorised as follows:

Group

		2015			2014
		Financial			Financial
		assets at			assets at
		fair value			fair value
		through			through
	Loan and	profit		Loan and	profit
	receivables	and loss	Total	receivables	and loss	Total
	£'000	£'000	£'000	£'000	£'000	£'000
Trade and other
receivables	1,616	–	1,616	2,249	–	2,249
Cash and cash
equivalents	4,160	–	4,160	1,885	–	1,885
Derivative Financial
Instruments	– –––––––––––	– –––––––––––	– –––––––––––	– –––––––––––	109 –––––––––––	109 –––––––––––
Total	5,776	–	5,776	4,134	109	4,243
	––––––––––––––––––––––	––––––––––––––––––––––	––––––––––––––––––––––	––––––––––––––––––––––	––––––––––––––––––––––	––––––––––––––––––––––

The group entered into an interest rate swap agreement with HSBC Bank Plc on 17 June 2013. The fair value of the instrument at 31 March 2015 was a liability of £195k (2014 – £109k asset).

Group

			2014
	Financial		Financial
	liabilities at		liabilities at
	amortised		amortised
	cost	Total	cost	Total
	£'000	£'000	£'000	£'000
Borrowings	34,406	34,406	33,978	33,978
Derivative Financial Instruments	195	195	–	–
Trade and other payables	2,778 –––––––––––	2,778 –––––––––––	3,339 –––––––––––	3,339 –––––––––––
Total	37,379 ––––––––––––––––––––––	37,379 ––––––––––––––––––––––	37,317 ––––––––––––––––––––––	37,317 ––––––––––––––––––––––

Cash and cash equivalents are held with HSBC bank plc which has a credit rating of AA-.

The financial assets and liabilities of the Company have been categorised as follows:

Company

			2014
Loan and		Loan and
receivables	Total	receivables	Total
£'000	£'000	£'000	£'000
3	3	3	3 –––––––––––
3	3	3	3 ––––––––––––––––––––––
	––––––––––– ––––––––––––––––––––––	2015 ––––––––––– ––––––––––––––––––––––	––––––––––– ––––––––––––––––––––––

Company

	2015			2014
	Financial		Financial
	liabilities at		liabilities at
	amortised		amortised
	cost	Total	cost	Total
	£'000	£'000	£'000	£'000
Trade and other payables	167 –––––––––––	167 –––––––––––	– –––––––––––	– –––––––––––
Total	167 ––––––––––––––––––––––	167 ––––––––––––––––––––––	– ––––––––––––––––––––––	– ––––––––––––––––––––––

19. Business combinations

On 30 April 2013 the group acquired 100 per cent. of Imagine Publishing Group Limited for £39m. This has been accounted for as an acquisition in accordance with IFRS 3. The fair value of the assets and liabilities and retained earnings at the date of acquisition are detailed below.

		Restated Fair value of assets and liabilities £000
Intangible assets – Computer software & websites (note 8) Intangible assets – Publishing rights and content (note 8) Property, plant and equipment Inventories Trade and other receivables Cash and cash equivalents Trade and other payables Corporation tax payable Deferred Tax Asset Deferred Tax Liability		58 14,353 154 158 6,678 1,723 (3,958) (70) 320 (2,868) –––––––––––
Total identifiable net assets		16,548 –––––––––––
Consideration Equity Cash Loan notes		100 17,888 21,012 –––––––––––
Total consideration		39,000 –––––––––––
Goodwill restated (note 8)		22,452 ––––––––––––––––––––––
20. Cash generated from operations	2015	2014
	£'000	£'000
Loss before income tax Adjustments for:	(4,933)	(4,387)
Depreciation of property, plant and equipment (note 9) Amortisation of intangibles (note 8) Interest income (note 5)	78 5,032 (4)	70 5,055 (323)
Finance expense (note 5) Decrease/(Increase) in inventories	2,096 41	1,691 (199)
Decrease in trade and other receivables Increase in trade and other payables	547 128	4,133 759
Cash generated from operations	––––––––––– 2,985 ––––––––––––––––––––––	––––––––––– 6,799 ––––––––––––––––––––––
21. Employees and directors
Employee benefit expense for the group during the period is as follows:
	2015 £'000	2014 £'000
Wages and salaries	4,000	3,588

4,382 3,932 –––––––––––––––––––––– ––––––––––––––––––––––

The average number of employees employed during the year, including executive directors, is as follows:

		Group		Company
	2015	2014	2015	2014
	Number	Number	Number	Number
Production	100	101	–	–
Administration	47 –––––––––––	46 –––––––––––	3 –––––––––––	2 –––––––––––
	147 ––––––––––––––––––––––	147 ––––––––––––––––––––––	3 ––––––––––––––––––––––	2 ––––––––––––––––––––––
Directors' emoluments for the period were as follows:
			2015	2014
			£'000	£'000
Short term employee benefits			539 ––––––––––––––––––––––	572 ––––––––––––––––––––––

Directors' emoluments were paid by Imagine Publishing Limited. The emoluments of the highest paid director were £129k (2014 – £129k). The key management personnel of the Company is defined as the board of directors.

22. Operating lease commitments – minimum lease payments

At 31 March 2015 the Group had the following total future lease payments under non-cancellable operating leases:

		2015			2014
	Property	Other	Total	Property	Other	Total
	£'000	£'000	£'000	£'000	£'000	£'000
Within one year	31	–	31	186	1	187
Later than one year and
less than five years	–	–	–	31	–	31
	––––––––––– 31 ––––––––––––––––––––––	––––––––––– – ––––––––––––––––––––––	––––––––––– 31 ––––––––––––––––––––––	––––––––––– 217 ––––––––––––––––––––––	––––––––––– 1 ––––––––––––––––––––––	––––––––––– 218 ––––––––––––––––––––––

The group leases its premises under non-cancellable operating lease agreements, the leases have various terms.

The company has no operating lease commitments.

23. Contingent liabilities and commitments

The group had no contingent liabilities at 31 March 2015 (2014 – nil). There are cross guarantees in place between the company and its subsidiary undertaking which relates to a fixed and floating charge over the assets of the group.

24. Related parties

The company had the following intercompany loan balances at the 31 March 2015. The loans are unsecured, bear no interest and are repayable on demand.

		At 31 March
		2015
£'000	£'000	£'000
		(97)
		(59)
3	3	6 –––––––––––
3	(153)	(150) ––––––––––––––––––––––
	At 1 April 2014 – – ––––––––––– ––––––––––––––––––––––	Loaned/ (repaid) during year (97) (59) ––––––––––– ––––––––––––––––––––––

During the prior period £200k was paid by the group to Ice Floe Limited, a company in which Edmund Truell (former chairman) is a director. There have been no such payments in the current year.

Key management personnel is defined as the board of directors, see note 21.

25. Ultimate controlling party

The directors consider there is no ultimate controlling party for the year ended 31 March 2015.

26. Accounting standards

(a) Standards, amendment and interpretations effective for the year ended 31 March 2015 The following standards, amendments and interpretations were effective for the year end ending 31 March 2015:

• ● IFRS 10, 'Consolidated financial statements'
• ● IFRS 12, 'Disclosures of interests in other entities'
• ● IAS 27 'Separate financial statements'
• ● Amendments to IAS 32 on Financial instruments asset and liability offsetting
• ● Amendment to IAS 36, 'Impairment of assets' on recoverable amount disclosures
• ● Amendment to IAS 39 'Financial instruments: Recognition and measurement', on novation of derivatives and hedge accounting

(b) Interpretation early adopted by the company

● There were no such standards in the year.

(c) Standards and interpretations effective in the year ended 31 March 2015 but not relevant

The following standards and interpretations to published standards are mandatory for accounting periods beginning or after 1 January 2014 (unless otherwise stated) but they are not relevant to the company' operations:

• ● IFRS 11, 'Joint arrangements'
• ● IAS 28 'Associates and joint ventures'
• ● Amendments to IFRS 10,11 and 12 on transition guidance
• ● Amendments to IFRS 10, 12 and IAS 27 on consolidation for investment entities
• ● IFRIC 21, 'Levies'

(d) Standards, amendments and interpretations to existing standards that are not yet effective and have not been early adopted by the group and company

The following standards and amendments to existing standards have been published and are mandatory for the company's accounting period beginning on 1st April 2015 or later periods, but the company has not early adopted them. They are not expected to have a material impact on the Company:

• ● IFRS 9, 'Financial instruments' (effective 1 January 2018)
• ● IFRS 14, 'Regulatory deferral accounts' (effective 1 January 2016)
• ● IFRS 15, 'Revenue from contracts with customers' (effective 1 January 2017)
• ● Amendment to IFRS 11,'Joint arrangements' on acquisition of an interest in a joint operation', (effective 1 January 2016)
• ● Amendment to IAS 16 ,'Property, plant and equipment' and IAS 38,'Intangible assets', on depreciation and amortisation (effective 1 January 2016)
• ● Amendments to IAS 16, 'Property, plant and equipment' and IAS 41, 'Agriculture' on bearer plants (effective 1 January 2016)
• ● Amendments to IAS 27, 'Separate financial statements' on equity accounting (effective 1 January 2016)
• ● Amendments to IFRS 10, 'Consolidated financial statements' and IAS 28,'Investments in associates and joint ventures' on applying the consolidation exemption (effective 1 January 2016)
• ● Annual improvements (2014) effective 1 January 2016

Miura (Holdings) Ltd

Annual Report & Financial Statements

For The Year Ended 31 March 2016

Contents

Pages:

1/162 – 2/163	Strategic report
3/164	Chairman's statement
4/165	Directors' report
5/166	Statement of directors' responsibilities
6/167 – 7/168	Independent auditors' report to the members of Miura (Holdings) Ltd
8/169	Consolidated statement of comprehensive income
9/170	Consolidated statement of changes in equity
10/171	Company statement of changes in equity
11/172	Consolidated and Company statements of financial position
12/173	Consolidated statement of cash flows
13/174 – 30/191	Notes to the consolidated and company financial statements

Directors

James Hanbury Chairman Marco Peroni Finance Director Aaron Asadi Publishing Director

Damian Butt Group Managing Director

Secretary and Registered Office

Marco Peroni Richmond House 33 Richmond Hill Bournemouth Dorset BH2 6EZ

Company Number

08464815

Auditors

Pricewaterhouse Coopers LLP Oceana House 34-49 Commercial Road Southampton SO15 1GA

STRATEGIC REPORT

for the period ended 31 March 2016

Results

The results for the financial year and the financial position of the Group are shown in the accompanying financial statements. The loss for the financial year ended 31 March 2016 was £1,173k (2015: £4,187k). The profit of the company for the year ended 31 March 2016 was £13k (2015 – £167k loss). The Group's underlying operating company, Imagine Publishing Limited, made a profit of £2,771k (2015: £2,063k).

Business review and future developments

Miura (Holdings) Ltd is the ultimate holding company of a group containing Imagine Publishing Limited as its main trading entity. The Group is a market leading content creator and publisher focusing on the specialist technology and knowledge/science market sectors with key brands in print, online and on digital formats. The Company is a limited liability Company which was incorporated in England on 27 March 2013 and is domiciled in England. On 30 April 2013 the company acquired Fascination (Holdings) Ltd and other subsidiary companies, including the operating company Imagine Publishing Limited.

A review of the results and business activities for the year and likely future developments are set out in the Chairman's statement.

Principal risks and uncertainties

The company has put in place a risk management policy to manage the financial risks to which it is exposed. The major financial risk factors are as follows:

(a) Foreign exchange risk

The Group's distribution agreements generate sales in US dollars and Australian dollars and major fluctuations in these currencies could lead to foreign exchange gains and losses being posted to the statement of comprehensive income. The Group has redenominated part of its sterling banking facility into US dollars to hedge against major fluctuations in this currency. The group will continue to monitor exchange rates and their impact on the group and assess the effectiveness of the strategy.

(b) Interest rate risk

At 31 March 2016 the Group had borrowings of £31,866k. On 13 June 2013 the Group entered into an interest rate swap agreement to hedge against the rise in interest rates. The swap provides a guaranteed LIBOR rate of 1.59 per cent. The sensitivity of interest rate movements is accordingly not material to the group's profit.

(c) Credit risk

Credit risk is minimised by performing credit checks on all potential customers before credit terms are granted and cash on deposits are only placed with HSBC bank plc which has a credit rating of AA-.

(d) Price risk

The Group's largest area of expenditure is magazine production costs. The Group has close relationships with its key suppliers but any significant increases in these costs would have a direct effect on profitability. In order to minimise risk, supplier prices are reviewed regularly by management.

(e) Liquidity risk

The Group monitors rolling forecasts to assess its liquidity requirements and ensure it has sufficient cash to meet its operational needs while maintaining sufficient headroom on its undrawn committed borrowings facility at all times.

(f) Capital risk

The Group's objectives when managing capital are to safeguard its ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.

(g) Impairment risk

As a result of the investments in its subsidiaries held by the Company, there is a risk that goodwill of £22.5m at 31 March 2016 could become impaired whereby the value in use would be less than the carrying value. The directors perform periodic impairment reviews as required by IAS36 "Impairment of Assets" factoring in the net assets and forecast future cash flows of its subsidiary undertakings, and as a result no impairment has been required.

Key performance indicators

The company's directors consider the key performance indicators to be revenue and EBITDA. A commentary is disclosed in the Chairman's statement.

Certain costs totalling £144k (2015: 173k) have been disclosed as exceptional. These exceptional costs or credits are non-recurring and are of such a significant nature that they would not be expected to reoccur at such levels.

On behalf of the board

Damian Butt Group Managing Director

25 July 2016

CHAIRMAN'S STATEMENT

for the year ended 31 March 2016

Introduction

Imagine Publishing Limited ("Imagine"), the underlying operating company of Miura (Holdings) Limited ("Miura", the "Company"), was formed in 2005 and is a market leading content creator and publisher focusing on the specialist technology and knowledge/science market sectors with key brands in print, online and on digital formats. Imagine currently has a successful portfolio of 19 specialist magazines, a significant worldwide market presence in bookazines and a complimentary portfolio of digital editions, websites, apps and digital only specials.

In 2015/16 Imagine published 269 magazines and 311 bookazines, delivering 2.2 million and 1.1 million copy sales respectively. Imagine has approximately 40 digital editions and 30 brands in its website portfolio with monthly digital impressions of 2.5 million.

Results

Imagine delivered strong profit growth in 2015/16 with an EBITDAE of £3.3m, an increase of £0.9m (36 per cent.) compared to 2014/15, and a profit margin of 20 per cent. This has been achieved due to Imagine's multiple profit streams (copy sales, online and digital, licensing and subscriptions), high quality international brands, strong operational efficiency and tight cost control. These results have been achieved despite a challenging economic environment and have been delivered due to Imagine's continued commitment to quality and innovation.

Imagine remained highly cash generative and produced operating cash flows of £3.4m.

Strategy and Outlook

Imagine's strategy is to create high quality content for its print and digital brands and to monetise this content across multiple markets, formats and platforms on a worldwide scale. The Company's proven ability to generate new content quickly, cost effectively and with complete ownership of its rights is critical to its content strategy. This strategy has again been evidenced by:

• ● New magazine launches, namely Real Crime and Gadget magazine in this financial year
• ● The successful acquisition of History of War magazine in 2014/15 which has now delivered a return on investment of 311 per cent.
• ● Further development and diversification of the portfolio which has seen profits from the knowledge/science division grow by 19 per cent. year on year

Acquisition

On 22 June 2016 conditional terms were agreed with Future Plc ("Future") to acquire Miura for a total consideration of 179,567,841 newly issued shares in Future. The board believes that the acquisition will create a stronger combined worldwide media company that compliments the strengths of both businesses notably in publishing high quality magazines and bookazines, websites, events, print and digital advertising, eCommerce and international licensing. Completion of the acquisition is conditional on a number of factors including CMA (Competition and Markets Authority) clearance. It is expected that the acquisition will complete in October 2016.

Summary

The Company's continued success could not have been achieved without its highly skilled and motivated workforce and I would like to thank all of our staff for their contribution throughout the year, and for helping develop Imagine into one of the world's leading publishers.

James Hanbury Chairman

DIRECTORS' REPORT

for the year ended 31 March 2016

The directors present their report and the audited consolidated financial statements for the year ended 31 March 2016.

Principal activity, results and future developments

A review of the results and business activities for the year and likely future developments are set out in the Chairman's statement.

Dividends

There were no dividends paid or proposed during the year (2015 – nil).

Directors

The directors of the company during the year and up to the date of signing the financial statements are:

Edmund Truell	(Resigned 1 April 2015)
John Naylor-Leyland	(Resigned 31 March 2016)
Damian Butt
James Hanbury
Thomas Frame	(Resigned 31 December 2015)
Marco Peroni	(Appointed 1 April 2015)
Aaron Asadi	(Appointed 1 April 2015)

Disclosure of information to independent auditors

Each of the directors at the date of the approval of this report confirms that:

• ● so far as each director is aware, there is no relevant audit information of which the company's auditors are unaware, and
• ● each director has taken all of 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 company's auditors are aware of the information.

Going concern

The Group balance sheet has net liabilities of £7.9m mainly due to the loan notes issued to shareholders, amounting to £23m, arising on the group restructure in April 2013. The Directors are required to make an assessment of the Group's ability to continue to trade as a going concern. The Directors believe that it is appropriate to prepare the Group's financial statements on a going concern basis due to:

• ● its strong cash position and forecast cash generation;
• ● the continued support of its lenders and shareholders.

Independent Auditors

In accordance with Section 487(2) of the Companies Act 2006 the current auditors, PricewaterhouseCoopers LLP, are deemed to be reappointed.

By order of the board

Marco Peroni Company Secretary

25 July 2016

YTD 31 March 2016 4 165

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Annual Report and Financial Statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have prepared the group and parent company financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and the company and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

• ● select suitable accounting policies and then apply them consistently;
• ● make judgements and accounting estimates that are reasonable and prudent;
• ● prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company and the group will continue in business;
• ● state whether applicable International Financial Reporting Standards (IFRSs) as adopted by the European Union have been followed, subject to any material departures disclosed and explained in the financial statements.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

By order of the Board

Marco Peroni Company Secretary

25 July 2016

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MIURA (HOLDINGS) LTD

Report on the financial statements

Our opinion

In our opinion:

• ● Miura (Holdings) Ltd's group financial statements and parent company financial statements (the "financial statements") give a true and fair view of the state of the group's and of the parent company's affairs as at 31 March 2016 and of the group's loss and the group's and the parent company's cash flows for the year then ended;
• ● the group financial statements have been properly prepared in accordance with International Financial Reporting Standards ("IFRSs") as adopted by the European Union;
• ● the parent company financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union and as applied in accordance with the provisions of the Companies Act 2006; and
• ● the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

What we have audited

The financial statements, included within the Annual Report & Financial Statements (the "Annual Report"), comprise:

• ● the Consolidated statement of comprehensive income for the year then ended;
• ● the Consolidated statement of changes in equity and the Company statement of changes in equity for the year then ended;
• ● the Consolidated and Company statements of financial position as at 31 March 2016;
• ● the Consolidated statement of cash flows for the year then ended; and
• ● the notes to the consolidated financial statements, which include a summary of significant accounting policies and other explanatory information.

The financial reporting framework that has been applied in the preparation of the financial statements is IFRSs as adopted by the European Union, and applicable law and, as regards the parent company financial statements, as applied in accordance with the provisions of the Companies Act 2006.

In applying the financial reporting framework, the directors have made a number of subjective judgements, for example in respect of significant accounting estimates. In making such estimates, they have made assumptions and considered future events.

Opinion on other matter prescribed by the Companies Act 2006

In our opinion the information given in the Strategic report, and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements.

Other matters on which we are required to report by exception

Adequacy of accounting records and information and explanations received

Under the Companies Act 2006 we are required to report to you if, in our opinion:

• ● we have not received all the information and explanations we require for our audit; or
• ● adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
• ● the parent company financial statements are not in agreement with the accounting records and returns.

We have no exceptions to report arising from this responsibility.

Directors' remuneration

Under the Companies Act 2006 we are required to report to you if, in our opinion, certain disclosures of directors' remuneration specified by law are not made. We have no exceptions to report arising from this responsibility.

Responsibilities for the financial statements and the audit Our responsibilities and those of the directors

As explained more fully in the Statement of directors' responsibilities set out on page 5, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view.

Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland) ("ISAs (UK & Ireland)"). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors.

This report, including the opinions, has been prepared for and only for the parent 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.

What an audit of financial statements involves

We conducted our audit in accordance with ISAs (UK and Ireland). An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of:

• ● whether the accounting policies are appropriate to the group's and the parent company's circumstances and have been consistently applied and adequately disclosed;
• ● the reasonableness of significant accounting estimates made by the directors; and
• ● the overall presentation of the financial statements.

We primarily focus our work in these areas by assessing the directors' judgements against available evidence, forming our own judgements, and evaluating the disclosures in the financial statements.

We test and examine information, using sampling and other auditing techniques, to the extent we consider necessary to provide a reasonable basis for us to draw conclusions. We obtain audit evidence through testing the effectiveness of controls, substantive procedures or a combination of both.

In addition, we read all the financial and non-financial information in the Annual Report and to identify material inconsistencies with the audited financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.

Julian Gray (Senior Statutory Auditor) for and on behalf of PricewaterhouseCoopers LLP Chartered Accountants and Statutory Auditors Southampton

		Results before amortisation				Results before amortisation
		and exceptional	Amortisation	Exceptional items		exceptional and	Amortisation	Exceptional items
		items	(note 8)	(note 4)	Total	items	(note 8)	(note 4)	Total
	Notes	2016	2016	2016	2016	2015	2015	2015	2015
		£'000	£'000	£'000	£'000	£'000	£'000	£'000	£'000
Revenue	2	16,428	–	–	16,428	16,124	–	–	16,124
Cost of sales		(10,284) –––––––––––	– –––––––––––	– –––––––––––	(10,284) –––––––––––	(10,556) –––––––––––	– –––––––––––	– –––––––––––	(10,556) –––––––––––
profit Gross		6,144	–	–	6,144	5,568	–	–	5,568
Administrative expenses		(2,880) –––––––––––	(2,975) –––––––––––	(144) –––––––––––	(5,999) –––––––––––	(3,204) –––––––––––	(5,032) –––––––––––	(173) –––––––––––	(8,409) –––––––––––
Profit/(loss) Operating	3	3,264	(2,975)	(144)	145	2,364	(5,032)	(173)	(2,841)
Finance costs	5	(1,648)	–	–	(1,648)	(2,096)	–	–	(2,096)
Finance income	5	2	–	–	2	4	–	–	4
me tax before inco Loss		––––––––––– 1,618	(2,975) –––––––––––	(144) –––––––––––	(1,501) –––––––––––	––––––––––– 272	(5,032) –––––––––––	(173) –––––––––––	(4,933) –––––––––––
Income tax expense	7	––––––––––– 328	– –––––––––––	– –––––––––––	––––––––––– 328	––––––––––– 746	– –––––––––––	– –––––––––––	––––––––––– 746
mprehensive co Loss and total
expense for the year		––––––––––– 1,946	(2,975) –––––––––––	(144) –––––––––––	(1,173) –––––––––––	––––––––––– 1,018	(5,032) –––––––––––	(173) –––––––––––	(4,187) –––––––––––
		–––––––––––	–––––––––––	–––––––––––	–––––––––––	–––––––––––	–––––––––––	–––––––––––	–––––––––––

All of the results above are derived from continuing activities. The loss and total comprehensive expense for the year is attributable to the equity owners of the company.

There are no other profits or losses for the year that require disclosure in a statement of comprehensive income.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

	Share	Share	Capital	Accumulated	Total
	capital	premium	reserve	losses	equity
	£'000	£'000	£'000	£'000	£'000
Consolidated	100	–	–	(3,758)	(3,658)
At 31 March 2014	–	–	–	(4,187)	(4,187)
Loss for the year	–––––––––––	–––––––––––	–––––––––––	–––––––––––	–––––––––––
Total comprehensive expense	–	–	–	(4,187)	(4,187)
for the year	–––––––––––	–––––––––––	–––––––––––	–––––––––––	–––––––––––
Share capital issued Capital contribution Total transactions with	– –	3 –	– 1,105	– –	3 1,105
owners At 31 March 2015	– ––––––––––– 100	3 ––––––––––– 3	1,105 ––––––––––– 1,105	– ––––––––––– (7,945)	1,108 ––––––––––– (6,737)
Loss for the year	–	–	–	(1,173)	(1,173)
	–––––––––––	–––––––––––	–––––––––––	–––––––––––	–––––––––––
Total comprehensive expense	–	–	–	(1,173)	(1,173)
for the year	–––––––––––	–––––––––––	–––––––––––	–––––––––––	–––––––––––
Total transactions with owners	–	–	–	–	–
At 31 March 2016	–––––––––––	–––––––––––	–––––––––––	–––––––––––	–––––––––––
	100	3	1,105	(9,118)	(7,910)
	––––––––––––––––––––––	––––––––––––––––––––––	––––––––––––––––––––––	––––––––––––––––––––––	––––––––––––––––––––––

COMPANY STATEMENT OF CHANGES IN EQUITY

	Share	Share	Accumulated	Total
	capital	premium	losses	equity
	£'000	£'000	£'000	£'000
Company	100	–	3	103
At 31 March 2014	–	–	(167)	(167)
Loss for the year	–––––––––––	–––––––––––	–––––––––––	–––––––––––
Total comprehensive expense for the year	–	–	(167)	(167)
	–––––––––––	–––––––––––	–––––––––––	–––––––––––
Share capital issued	–	3	–	3
	–––––––––––	–––––––––––	–––––––––––	–––––––––––
Total transactions with owners	–	3	–	3
	––––––––––––––––––––––	––––––––––––––––––––––	––––––––––––––––––––––	––––––––––––––––––––––
At 31 March 2015 Profit for the year	100 – –––––––––––	3 – –––––––––––	(164) 13 –––––––––––	(61) 13 –––––––––––
Total comprehensive income for the year	–	–	13	13
	–––––––––––	–––––––––––	–––––––––––	–––––––––––
Total transactions with owners	–	–	–	–
	–––––––––––	–––––––––––	–––––––––––	–––––––––––
At 31 March 2016	100	3	(151)	(48)
	––––––––––––––––––––––	––––––––––––––––––––––	––––––––––––––––––––––	––––––––––––––––––––––

CONSOLIDATED AND COMPANY STATEMENTS OF FINANCIAL POSITION

as at 31 March 2016

		Group		Company
	Notes	2016 £'000	2015 £'000	2016 £'000	2015 £'000
ASSETS
Non-current assets
Investment in subsidiary	10	–	–	100	100
Intangible assets – goodwill	8	22,452	22,452	–	–
Intangible assets – other	8	1,837	4,505	–	–
Property, plant and equipment	9	131 –––––––––––	110 –––––––––––	– –––––––––––	– –––––––––––
		24,420	27,067	100	100
Current assets
Inventories Trade and other receivables	11 12	279 2,738	316 1,888	– 9	– 6
Current income tax asset		–	–	–	–
Cash and cash equivalents	13	2,634 –––––––––––	4,160 –––––––––––	– –––––––––––	– –––––––––––
		5,651 –––––––––––	6,364 –––––––––––	9 –––––––––––	6 –––––––––––
Total assets		30,071 ––––––––––––––––––––––	33,431 ––––––––––––––––––––––	109 ––––––––––––––––––––––	106 ––––––––––––––––––––––
EQUITY AND LIABILITIES Equity attributable to owners of the parent Share capital Share premium Capital reserve Accumulated losses	17 18 19	100 3 1,105 (9,118) –––––––––––	100 3 1,105 (7,945) –––––––––––	100 3 – (151) –––––––––––	100 3 – (164) –––––––––––
Total Equity		(7,910) –––––––––––	(6,737) –––––––––––	(48) –––––––––––	(61) –––––––––––
LIABILITIES
Non-current liabilities
Financial liabilities – borrowings	19	31,541	33,287	–	–
Derivative Financial Instruments Deferred income tax liability	19 15	234 273	195 873	– –	– –
		–––––––––––	–––––––––––	–––––––––––	–––––––––––
Current liabilities		32,048	34,355	–	–
Trade and other payables	14	5,577	4,522	157	167
Current income tax liability		31	172	–	–
Financial liabilities – borrowings	19	325 –––––––––––	1,119 –––––––––––	– –––––––––––	– –––––––––––
		5,933 –––––––––––	5,813 –––––––––––	157 –––––––––––	167 –––––––––––
Total liabilities		37,981 –––––––––––	40,168 –––––––––––	157 –––––––––––	167 –––––––––––
Total equity and liabilities		30,071 ––––––––––––––––––––––	33,431 ––––––––––––––––––––––	109 ––––––––––––––––––––––	106 ––––––––––––––––––––––

The financial statements on pages 8/169 to 30/191 were authorised for issue by the Board of Directors on 25 July 2016 and were signed on its behalf by:

Marco Peroni Finance Director

Company Number: 08464815

CONSOLIDATED STATEMENT OF CASH FLOWS

for the year ended 31 March 2016

	Notes	2016 £'000	2015 £'000
Cash flows from operating activities Cash generated from operations Interest paid Income tax (paid)/received	21	3,400 (623) (413) –––––––––––	2,985 (765) 258 –––––––––––
Net cash generated from operating activities		2,364	2,478
Cash flows from investing activities Acquisition of subsidiary Purchase of intangible assets	8	– (307)	– (91)
Interest received Purchase of property, plant and equipment	9	2 (86) –––––––––––	4 (47) –––––––––––
Net cash used in investing activities		(391)	(133)
Cash flows from financing activities Proceeds from issue of shares Proceeds from borrowings Repayment of borrowings Finance costs	17 19	– – (3,499) – –––––––––––	3 2,700 (2,772) – –––––––––––
Net cash used in financing activities		(3,499) –––––––––––	(69) –––––––––––
Net (decrease)/increase in cash and cash equivalents Cash and cash equivalents at start of year		(1,526) 4,160 –––––––––––	2,275 1,885 –––––––––––
Cash and cash equivalents at the end of the year	13	2,634 ––––––––––––––––––––––	4,160 ––––––––––––––––––––––

The Company had no cash or cash equivalents at any point in the current year nor any cash flows during the year covered above.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

for the year ended 31 March 2016

1. Accounting policies

The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the years presented unless otherwise stated.

Basis of preparation

In accordance with Section 408 of the Companies Act 2006, the company is exempt from the requirement to present its own statement of comprehensive income.

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted in the European Union, IFRS IC interpretations and the Companies Act 2006 applicable to companies reporting under IFRS. The consolidated financial statements have been prepared under the historical cost convention and the going concern basis has been applied.

The Group balance sheet has net liabilities of £7.9m mainly due to the loan notes issued to shareholders, amounting to £23m, arising on the group restructure in April 2013. The Directors are required to make an assessment of the group's ability to continue to trade as a going concern. The Directors believe that it is appropriate to prepare the group's financial statements on a going concern basis due to:

● its strong cash position and forecast cash generation.

Basis of consolidation

Subsidiaries are all entities over which the Group has power to govern the financial and operating policies, generally accompanying a shareholding of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases.

(a) Business combinations

Acquisitions are accounted for using the purchase method of accounting. The cost of an acquisition is the cash paid together with the fair value of the other assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the acquisition. The acquired identifiable assets, liabilities and contingent liabilities are measured at their fair values at the date of the acquisition, irrespective of the extent of any minority interest. The directors of the group have estimated the fair values of acquired intangible assets if material. The excess of the cost of acquisition over the fair value of net assets assumed is recorded as goodwill.

(b) Revenue recognition

Revenue from the sale of goods is recognised in the Statement of comprehensive income when the significant risks and rewards of ownership have been transferred to the buyer. Revenue from services rendered, including online, is recognised in the statement of comprehensive income once the service has been completed. The directors believe that there is only one class of business being content creating and publishing. Revenue is all generated from the United Kingdom.

Revenue comprises the fair value of the consideration received or receivable for the sale of goods and services in the ordinary course of the group's activities. Revenue is shown net of sales taxes, estimated returns, rebates and discounts.

Print newsstand circulation, digital and advertising revenues are recognised according to the UK on-sale date of the publication. Licensing revenue is recognised by the publication on sale date. Pre-paid print and digital subscription revenues are shown as deferred income and released to the statement of comprehensive income over the life of the subscription. Other revenue is recognised at the time of sale or provision of service.

(c) Foreign currency translation

Functional and presentational currency

Items included in the financial statements are measured using the currency of the primary economic environment in which the company operates ('the functional currency'). The financial statements are presented in Sterling, which is the company's functional and presentational currency.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rate prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of period end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the statement of comprehensive income, within 'finance income or cost'.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the statement of comprehensive income within 'finance income or cost'.

(d) Financial assets and liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into.

Financial instruments

Financial assets and liabilities are recognised in the group's statement of financial position when the group becomes a party to the contractual provisions of the instrument. Financial assets and liabilities are initially recognised at their fair value plus transaction costs and are subsequently measured at amortised cost.

Loans and borrowings are initially recognised at the fair value of the consideration received, net of transaction costs and are subsequently measured at amortised cost. Any difference between the amount initially recognised and the redemption value is recognised in the statement of comprehensive income over the life of the borrowings using the effective interest rate method.

A commentary on the key financial risk factors of the business and how the group manages those risks are disclosed in the Strategic report.

Share capital and share premium

An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities. Shares which have an entitlement to a contractual dividend are classified as financial liabilities. The share capital and any associated share premium are shown as non-current liabilities in the statement of financial position. Dividends on these shares are charged to retained earnings.

(e) Leases

Operating lease rentals and any incentives receivable are recognised in the statement of comprehensive income on a straight line basis over the period of the lease.

(f) Property, plant and equipment

Property, plant and equipment are stated at historical cost less accumulated depreciation and any impairment in value. Depreciation is calculated to write off the cost of an asset, less its residual value, on a straight line basis, over its estimated useful life, as follows:

Fixtures, fittings and equipment	– 4 years
Computer equipment	– 4 years

(g) Goodwill and intangibles

Goodwill

In respect of business combinations, goodwill represents the difference between the cost of the acquisition and the fair value of net identifiable assets acquired. Goodwill is stated at cost less any accumulated impairment losses and is not subject to amortisation but is tested annually for impairment

Publishing rights and content

Separately acquired publishing rights are shown at fair value and amortised over their useful life on a reducing balance basis, typically between 2-5 years.

Computer software & websites

Computer software and websites are capitalised on the basis of costs incurred to acquire the asset. After initial recognition, they are measured at historical cost less accumulated amortisation and any accumulated impairment losses. The carrying value and estimated useful lives are tested annually and adjustments for impairment are made when applicable.

Computer software and websites are amortised on a straight line basis over their useful lives of four years.

(h) Investments

The Company's investments in subsidiary undertakings are stated at the fair value of consideration payable, including related acquisition costs, less any provision for impairment.

(i) Inventories

Inventories are stated at the lower of cost and net realisable value. Cost is determined using a first-in, firstout basis. For the cost of finished goods and work in progress cost is calculated as the direct costs of production. It excludes borrowing costs. Net realisable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses.

(j) Trade receivables and other receivables

Trade receivables are recognised and carried at original invoice amount less provisions for impairment. A provision is made and charged to the statement of comprehensive income when there is objective evidence that the company will not be able to collect all amounts due according to the original terms.

(k) Impairment of financial assets

The Group assesses at the end of each reporting period whether there is objective evidence that a financial asset or group of financial assets is impaired. A financial asset or a group of financial assets is impaired and impairment losses are incurred only if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (a 'loss event') and that loss event (or events) has an impact on the estimated future cash flows of the financial asset or group of financial assets that can be reliably estimated.

(l) Taxation including deferred tax

The tax expense for the period comprises of current and deferred tax. Tax is recognised in the statement of comprehensive income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the statement of financial position date in the country where the company operates and generates taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

Deferred income tax is recognised, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill; deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the statement of financial position date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.

(m) Cash and cash equivalents

Cash and cash equivalents include cash in hand and short-term deposits. For the purpose of the statement of cash flow, cash and cash equivalents are shown net of any outstanding bank overdrafts.

(n) Trade payables

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not they are presented as non-current liabilities. Trade payables are recognised at original invoice amount.

(o) Borrowings

Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the statement of comprehensive income over the period of the borrowings using the effective interest rate method.

Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months after the statement of financial position date.

(p) Provisions

A provision is recognised in the statement of financial position when the Group has a legal or constructive obligation as a result of a past event and it is probable that an outflow of economic benefits will be required to settle the obligation and the amount has been reasonably estimated. Provisions are measured at the directors' best estimate of the expenditure required to settle the obligation at the statement of financial position date and are discounted to present value where the effect is material.

(q) Exceptional items

Exceptional items are those costs or credits that are non-recurring and are of such a significant nature that they would not be expected to reoccur at such levels.

(r) Derivative financial instruments and hedging activities

The Group uses derivative financial instruments to reduce its exposure to interest rate risk and foreign exchange risk. The instruments are initially recognised at fair value and any subsequent changes to their fair values are charged to finance income or expense.

The fair value of derivative financial instruments are determined using valuation techniques on a recurring basis as these instruments are not traded on an active market. These valuation techniques use observable market data where it is available and rely as little as possible on entity specific estimates. These measurements fall within level 2 of the IAS 39 fair value hierarchy. There have been no changes to the valuation techniques used during the year, nor have there been any transfers between hierarchy levels.

(s) Critical accounting estimates and judgements

The application of accounting standards and policies requires the Group to make estimates and assumptions about future events that directly affect its reported financial condition and operating performance. The accounting estimates and assumptions discussed are those that the Group considers to be most critical to its financial statements. An accounting estimate is considered critical if both (a) the nature of estimates or assumptions are subjective and judgmental, and (b) the impact within a reasonable range of outcomes of the estimates and assumptions is material to the company's financial condition or operating performance. The directors consider the following to be subject to significant accounting estimates and assumptions.

Revenue recognition

Application of the various accounting principles in IFRS related to the measurement and recognition of revenue requires that the Group make judgements and estimates. Specifically, revenue recognition on copy sales is impacted by the Group's ability to estimate future sales of magazines and bookazines that went 'on-sale' in the year ended 31 March 2016, but for which a final position will not be known until the subsequent year. The Group considers various factors, on an individual title by title basis, such as historical experience, market and economic conditions and where available, retailer 'point of sale' data when calculating these copy sales provisions.

Carrying value of goodwill and other intangibles

The Group uses forecast cash flow information and estimates of future growth to assess whether goodwill and other intangibles are impaired. If the results of an operation in future years are adverse to the estimates used for impairment testing, an impairment may be triggered at that point, or a reduction in useful economic life may be required.

2. Revenue

An analysis of revenue by destination is as follows:

	2016	2015
	£'000	£'000
United Kingdom	7,686	7,966
Rest of World	8,742 –––––––––––	8,158 –––––––––––
	16,428 ––––––––––––––––––––––	16,124 ––––––––––––––––––––––

All of the Group's revenue originated in the United Kingdom.

3. Operating profit/loss

Operating profit/loss is stated after charging the following items:

	2015
£'000	£'000
2,189	2,446
64	78
	5,032
	186
	1
	4
	–
(45)	90
	2016 2,975 186 1 2 11

4. Exceptional items

Included in administrative expenses for the year were the following exceptional items:

	2016 £'000	2015 £'000
Restructuring	144 –––––––––––	173 –––––––––––
	144 ––––––––––––––––––––––	173 ––––––––––––––––––––––

5. Finance costs and finance income

	2016	2015
	£'000	£'000
Amortisation of finance costs	253	303
Foreign exchange loss	32	194
Interest payable on bank borrowings	623	764
Interest payable on shareholder loan notes	26	531
Fair value loss on derivative financial instrument	39	304
Loan note redemption premium	675 –––––––––––	– –––––––––––
Finance costs	1,648 –––––––––––	2,096 –––––––––––
Interest income on bank deposits	2 –––––––––––	4 –––––––––––
Finance income	2 ––––––––––––––––––––––	4 ––––––––––––––––––––––

Finance costs that relate to borrowings have been capitalised and are being amortised over the term of the facility (see note 19).

6. Services provided by the Group's auditors and its associates

During the year the Group obtained the following services from the Group's auditors and its associates as detailed below:

	2016 £'000	2015 £'000
Audit services:
Fees payable to the company's auditors and its associates for the audit
of the company's subsidiaries	37	37
Fees payable to the company's auditors for the audit of the parent and
consolidated financial statements	5	5
Fees payable to the company's auditors and its associates for other services:
Corporate tax advisory services	12	12
Tax compliance services	12	12
Other services	–	54
	––––––––––– 66 ––––––––––––––––––––––	––––––––––– 120 ––––––––––––––––––––––

7. Income tax expense

Group

	2016 £'000	2015 £'000
Analysis of charge in year Current tax
Current tax on profits for the year Adjustments in respect of prior years	232 40 –––––––––––	144 121 –––––––––––
Total current tax	272 ––––––––––––––––––––––	265 ––––––––––––––––––––––
Deferred tax Origination and reversal of temporary timing differences Impact of change in tax rate	(572) (28) –––––––––––	(1,012) 1 –––––––––––
Total deferred tax	(600) ––––––––––––––––––––––	(1,011) ––––––––––––––––––––––
Income tax credit	(328) ––––––––––––––––––––––	(746) ––––––––––––––––––––––

The tax credit for the year is higher (2015 – lower) than the standard rate of corporation tax in the UK of 20 per cent. (2015 – 21 per cent.).

The differences are explained below:

	2016 £'000	2015 £'000
Loss before income tax	(1,501)	(4,933)
Profit on ordinary activities multiplied by rate of corporation tax in the UK of 20% (2015 – 21%)	(300)	(1,036)
Effects of: Net expenses not deductible for tax purposes Adjustment in respect of prior year Change in taxation rate	3 (1) (30) –––––––––––	118 121 51 –––––––––––
Total income tax expense	(328) ––––––––––––––––––––––	(746) ––––––––––––––––––––––

8. Intangible Assets

Group

Cost: At 1 April 2014 Additions At 31 March 2015 Additions	Goodwill £'000 22,452 – 22,452 –	Publishing rights and content £'000 20,444 61 20,505 –	Computer software & websites £'000 484 30 514 307	Total £'000 43,380 91 43,471 307
At 31 March 2016	–––––––––––	–––––––––––	–––––––––––	–––––––––––
	22,452	20,505	821	43,778
Accumulated amortisation and impairment:	–––––––––––	–––––––––––	–––––––––––	–––––––––––
At 1 April 2014	–	11,109	373	11,482
Amortisation charge for year (note 3)	–––––––––––	–––––––––––	–––––––––––	–––––––––––
	–	4,984	48	5,032
	–––––––––––	–––––––––––	–––––––––––	–––––––––––
At 31 March 2015	–	16,093	421	16,514
	–––––––––––	–––––––––––	–––––––––––	–––––––––––
Amortisation charge for year (note 3)	–	2,931	44	2,975
	–––––––––––	–––––––––––	–––––––––––	–––––––––––
At 31 March 2016	–	19,024	465	19,489
	–––––––––––	–––––––––––	–––––––––––	–––––––––––
Net book value:	22,452	9,335	111	31,898
At 1 April 2014	––––––––––––––––––––––	––––––––––––––––––––––	––––––––––––––––––––––	––––––––––––––––––––––
At 31 March 2015	22,452	4,412	93	26,957
	––––––––––––––––––––––	––––––––––––––––––––––	––––––––––––––––––––––	––––––––––––––––––––––
At 31 March 2016	22,452	1,481	356	24,289
	––––––––––––––––––––––	––––––––––––––––––––––	––––––––––––––––––––––	––––––––––––––––––––––

Any residual amount arising as a result of the purchase consideration being in excess of the value of identified magazine related assets is recorded as goodwill. Goodwill is not amortised under IFRS, but is subject to impairment testing either annually or in the occurrence of some triggering event.

Goodwill represents the growth potential of the business into new titles and markets. The recoverable amount of goodwill is assessed based on discounted cash flows of future profits into perpetuity using a growth rate of 7.5 per cent. for years 2 to 5, and a terminal growth rate of 3 per cent. A discount rate of 10 per cent. has been applied.

Publishing rights and content relate mainly to trade names and licenses. These assets are amortised over their estimated useful life, typically between 2-5 years.

Computer software and websites are amortised on a straight line basis over their useful lives of 4 years. Amortisation is included within administration expenses in the consolidated income statement.

9. Property, plant and equipment

Group

	Fixtures fittings and equipment £'000	Computer equipment £'000	Total £'000
Cost:	178	389	567
At 1 April 2014	5	42	47
Additions at cost	–	(30)	(30)
Disposals	–––––––––––	–––––––––––	–––––––––––
At 31 March 2015	183	401	584
	–––––––––––	–––––––––––	–––––––––––
Additions at cost Disposals	1 – –––––––––––	85 (65) –––––––––––	86 (65) –––––––––––
At 31 March 2016	184	421	605
	–––––––––––	–––––––––––	–––––––––––
Accumulated depreciation:	152	274	426
At 1 April 2014	15	63	78
Charge for the year (note 3)	–	(30)	(30)
Disposals	–––––––––––	–––––––––––	–––––––––––
At 31 March 2015	167	307	474
	–––––––––––	–––––––––––	–––––––––––
Charge for the year (note 3) Disposals	10 – –––––––––––	54 (64) –––––––––––	64 (64) –––––––––––
At 31 March 2016	177	297	474
	–––––––––––	–––––––––––	–––––––––––
Net book value:	26	115	141
At 1 April 2014	––––––––––––––––––––––	––––––––––––––––––––––	––––––––––––––––––––––
At 31 March 2015	16	94	110
	––––––––––––––––––––––	––––––––––––––––––––––	––––––––––––––––––––––
At 31 March 2016	7	124	131
	––––––––––––––––––––––	––––––––––––––––––––––	––––––––––––––––––––––

All depreciation charges in the year have been charged through administrative expenses.

10. Investment in subsidiary Company

	Total £'000
Cost and net book value: As at 1 April 2015	100 –––––––––––
At 31 March 2016	100 ––––––––––––––––––––––

On the 30 April 2013 the company acquired a 100 per cent. interest in Fascination (Holdings) Ltd for £100,000. Investment in the subsidiary is recorded at cost, which is the fair value of the consideration paid. Details of all subsidiary undertakings at the 31 March 2016 are as follows:

	Country of Incorporation or Registration	Proportion of Voting Rights & Ordinary Share Capital	Nature of Business	Registered Address
Fascination (Holdings) Ltd	England	100%	Holding Company	Richmond House 33 Richmond Hill Bournemouth BH2 6EZ
Skaro (Holdings) Ltd (indirect)	England	100%	Holding Company	Richmond House 33 Richmond Hill Bournemouth BH2 6EZ
Imagine Publishing Group Limited (indirect)	England	100%	Holding Company	Richmond House 33 Richmond Hill Bournemouth BH2 6EZ
Imagine Publishing Limited (indirect)	England	100%	Print & digital publisher	Richmond House 33 Richmond Hill Bournemouth BH2 6EZ

The directors consider the carrying value of the investment to be supported by its underlying assets.

11. Inventories

		Group		Company
	2016	2015	2016	2015
	£'000	£'000	£'000	£'000
Raw materials	83	100	–	–
Work in progress	196 –––––––––––	216 –––––––––––	– –––––––––––	– –––––––––––
	279	316	–	–
	––––––––––––––––––––––	––––––––––––––––––––––	––––––––––––––––––––––	––––––––––––––––––––––

The cost of inventories recognised as an expense and included in the 'cost of sales' amounts to £2,189k (2015 – £2,446k).

12. Trade and other receivables

	Group		Company
	2016	2015	2016	2015
	£'000	£'000	£'000	£'000
Trade receivables	2,182	1,367	–	–
Less: provision for impairment of receivables	(4) –––––––––––	(91) –––––––––––	– –––––––––––	– –––––––––––
Trade receivables – net	2,178	1,276	–	–
Other taxes	134	171	–	–
Amounts due from subsidiary undertaking	–	–	9	6
Other receivables	106	169	–	–
Prepayments and accrued income	320 –––––––––––	272 –––––––––––	– –––––––––––	– –––––––––––
	2,738 ––––––––––––––––––––––	1,888 ––––––––––––––––––––––	9 ––––––––––––––––––––––	6 ––––––––––––––––––––––

In determining the recoverability of trade receivables the Group considers any change in the credit quality of the receivables balance from the date the credit was initially granted up to the reporting date. The concentration of credit risk is limited due to the customer base being large and unrelated. Accordingly the directors believe that there is no further credit provision required in excess of the provision for impairment. The directors do not believe that the book value and fair value of accounts receivable are materially different.

The movements in the provision for impairment of receivables during the year is as follows:

	Group		Company
	2016	2015	2016	2015
	£'000	£'000	£'000	£'000
At start of year	91	119	–	–
Provision for impaired receivables charged to
the statement of comprehensive income	11	–	–	–
Unused amounts reversed	(1)	–	–	–
Receivables written off	(97) –––––––––––	(28) –––––––––––	– –––––––––––	– –––––––––––
At 31 March	4 ––––––––––––––––––––––	91 ––––––––––––––––––––––	– ––––––––––––––––––––––	– ––––––––––––––––––––––

As at 31 March 2016 trade receivables of £23k (2015 – £94k) were past due but not impaired. These relate to a number of independent customers for whom there is no recent default history. The ageing analysis of these trade receivables is as follows:

Group		Company
2016	2015	2016	2015
£'000	£'000	£'000	£'000
23	88	–	–
–	6	–	– –––––––––––
23	94	–	– ––––––––––––––––––––––
	––––––––––– ––––––––––––––––––––––	––––––––––– ––––––––––––––––––––––	––––––––––– ––––––––––––––––––––––

13. Cash and cash equivalents

	Group		Company
	2016	2015	2016	2015
	£'000	£'000	£'000	£'000
Cash at bank and in hand	2,634 ––––––––––––––––––––––	4,160 ––––––––––––––––––––––	– ––––––––––––––––––––––	– ––––––––––––––––––––––

14. Trade and other payables

		Company
			2015
£'000	£'000	£'000	£'000
1,643	1,081	–	–
			–
			157
			10
1,716	1,744	–	– –––––––––––
5,577	4,522	157	167 ––––––––––––––––––––––
	2016 97 138 1,983 ––––––––––– ––––––––––––––––––––––	Group 2015 111 338 1,248 ––––––––––– ––––––––––––––––––––––	2016 – 157 – ––––––––––– ––––––––––––––––––––––

The directors do not believe that the book value and fair value of trade and other payables are materially different.

15. Deferred income tax

The movements in the deferred tax assets and deferred tax liabilities are shown below.

	Accelerated capital
	allowances £'000	Total £'000
Group – Non-current deferred tax liabilities At 1 April 2014 Charged to the statement of comprehensive income (note 7)	1,884 (1,011)	1,884 (1,011)
At 31 March 2015	––––––––––– 873 –––––––––––	––––––––––– 873 –––––––––––
Charged to the statement of comprehensive income (note 7)	(600) –––––––––––	(600) –––––––––––
At 31 March 2016	273 ––––––––––––––––––––––	273 ––––––––––––––––––––––

In the 2015 Budget, it was announced that the UK corporation tax will reduce from 20 per cent. to 19 per cent. from April 2017. On 26 October 2015 a further reduction to 18 per cent. with effect from 1 April 2020 was substantively enacted via a resolution passed by Parliament. Closing deferred tax balances have therefore been valued at 18 per cent. (2015: 20 per cent.) as this is the tax rate expected to apply on reversal.

16. Pensions

The Group makes contributions on behalf of a number of employees and three (2015: three) directors to a defined contribution scheme. The assets of the scheme are held separately from those of the Group. Contributions totalling £3,548 (2015: £3,733) were payable at the end of the year and are included within other creditors.

17. Share capital – Group and Company

Issued, called-up and fully paid share capital

	2016		2015
	Number		Number
	'000	£'000	'000	£'000
Ordinary shares of £1 each At start of year Issued at £1 each	32 –	32 –	32 –	32 –
At 31 March	––––––––––– 32 –––––––––––	––––––––––– 32 –––––––––––	––––––––––– 32 –––––––––––	––––––––––– 32 –––––––––––
A Ordinary shares of £1 each At start of year Issued at £1 each	68 – –––––––––––	68 – –––––––––––	68 – –––––––––––	68 – –––––––––––
At 31 March	68 –––––––––––	68 –––––––––––	68 –––––––––––	68 –––––––––––
B Ordinary shares of £0.000000001 each At start of year Issued at £0.000000001 each	3 –	– –	– 3	– –
At 31 March	3 –––––––––––	– –––––––––––	3 –––––––––––	– –––––––––––
Total at 31 March		100 ––––––––––––––––––––––		100 ––––––––––––––––––––––

On 30 April 2013 62,237 A ordinary shares of £1 each were issued. The A ordinary shares have full voting, dividend and capital distribution (including on winding up) rights and rank above the ordinary shares.

On 30 April 2013 37,764 ordinary shares of £1 were issued. The ordinary shares have full voting, dividend and capital distribution (including on winding up) rights.

On 30 January 2015 3,093 B ordinary shares of £0.000000001 were issued. The B ordinary shares have capital distribution rights only and the holders are not entitled to vote or receive a dividend.

18. Share premium – Group and Company

	2016 £'000	2015 £'000
At start of year B Ordinary shares issued	3 –	– 3
At 31 March	––––––––––– 3 ––––––––––––––––––––––	––––––––––– 3 ––––––––––––––––––––––

19. Financial assets and liabilities

(a) Financial liabilities – borrowings

Borrowings by type

The Group and Company's borrowings are as follows:

Company
2015 2016 2015
£'000 £'000 £'000
1,119 – –
– – – –––––––––––
1,119 – – –––––––––––
9,572 – –
23,715 – – –––––––––––
33,287 – – –––––––––––
34,406 – – ––––––––––––––––––––––
––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– –––––––––––––––––––––– ––––––––––––––––––––––

The borrowings are shown at their amortised balances which consist of the original loan principal plus any accrued interest less any unamortised finance costs.

On 30 April 2013 the Group acquired Fascination (Holdings) Ltd. The acquisition was funded by the Group's own cash resources, a new banking facility from HSBC Bank Plc and loan notes. On 30 January 2015 the interest rate was reduced from 3 per cent. to 0.125 per cent., the interest is due to be settled by the issue of PIK (Payment In Kind) notes annually. The loan note interest accrued from 30 April 2013 to 30 January 2015 was settled by the issue of deferred shares (see note 17) on 30 January 2015. The difference between the interest accrued and the total value of the deferred share class has been credited to the capital reserve. The expected repayment date of the loan notes is 31 July 2019.

A £15.75m credit facility agreement from HSBC Bank Plc was entered into on 30 April 2013. The loan was divided as follows:

• ● A £7.875m five year revolving credit facility due for repayment in ten equal phased installments. The loan bears interest at a rate of 4 per cent. plus LIBOR. The facility agreement includes a ratchet mechanism whereby the interest margin is reduced dependent on the level of leverage. Accordingly this was reduced to 3.75 per cent. from 1 February 2016.
• ● A £7.875m term loan due for repayment in one instalment on 30 April 2019. The loan bears interest at a rate of 4.5 per cent. plus LIBOR. The facility agreement includes a ratchet mechanism whereby the interest margin is reduced dependent on the level of leverage. Accordingly this was reduced to 4.25 per cent. from 1 February 2016.

The banking facilities are secured by a fixed and floating charge over the assets of the group.

In June 2013 the group redenominated part of its sterling banking facility into \$3,783,250 US dollars.

Maturity profile

The maturity profile of the Group's borrowings is as follows:

	Loan notes £'000	2016 Bank loan (secured) £'000	Total £'000	Loan notes £'000	2015 Bank loan (secured) £'000	Total £'000
Within one year In one to two years In more than two years but not more	– –	325 255	325 255	– –	1,119 1,384	1,119 1,384
than five years	24,411	6,875	31,286	23,715	8,188	31,903
	–––––––––––	–––––––––––	–––––––––––	–––––––––––	–––––––––––	–––––––––––
Total borrowings	24,411	7,455	31,866	23,715	10,691	34,406
	––––––––––––––––––––––	––––––––––––––––––––––	––––––––––––––––––––––	––––––––––––––––––––––	––––––––––––––––––––––	––––––––––––––––––––––

Amortised balances

The amortised balances are as follows:

	Loan notes £'000	2016 Bank loan (secured) £'000	Total £'000	Loan notes £'000	2015 Bank loan (secured) £'000	Total £'000
Loan principal	24,411	7,928	32,339	23,715	11,417	35,132
Finance costs incurred	–	(1,337)	(1,337)	–	(1,337)	(1,337)
Amortised finance costs	–	864	864	–	611	611
Total borrowings	–––––––––––	–––––––––––	–––––––––––	–––––––––––	–––––––––––	–––––––––––
	24,411	7,455	31,866	23,715	10,691	34,406
	––––––––––––––––––––––	––––––––––––––––––––––	––––––––––––––––––––––	––––––––––––––––––––––	––––––––––––––––––––––	––––––––––––––––––––––

The company had no borrowings at 31 March 2015 or 31 March 2016.

The directors do not believe that the book value and fair value of borrowings are materially different.

(b) Financial assets and liabilities by category

The financial assets of the Group have been categorised as follows:

Group

		2016 Financial assets at fair value through			2015 Financial assets at fair value through
	Loan and receivables £'000	the profit and loss £'000	Total £'000	Loan and receivables £'000	the profit and loss £'000	Total £'000
Trade and other receivables Cash and cash	2,418	–	2,418	1,616	–	1,616
equivalents	2,634 –––––––––––	– –––––––––––	2,634 –––––––––––	4,160 –––––––––––	– –––––––––––	4,160 –––––––––––
Total	5,052 ––––––––––––––––––––––	– ––––––––––––––––––––––	5,052 ––––––––––––––––––––––	5,776 ––––––––––––––––––––––	– ––––––––––––––––––––––	5,776 ––––––––––––––––––––––

Group

		2016 Financial liabilities at			2015 Financial liabilities at
	Financial liabilities at amortised	fair value through profit		Financial liabilities at amortised	fair value through profit
	cost £'000	and loss £'000	Total £'000	cost £'000	and loss £'000	Total £'000
Borrowings Derivative Financial	31,866	–	31,866	34,406	–	34,406
Instruments Trade and other	–	234	234	–	195	195
payables	3,861 –––––––––––	– –––––––––––	3,861 –––––––––––	2,778 –––––––––––	– –––––––––––	2,778 –––––––––––
Total	35,727 ––––––––––––––––––––––	234 ––––––––––––––––––––––	35,961 ––––––––––––––––––––––	37,184 ––––––––––––––––––––––	195 ––––––––––––––––––––––	37,379 ––––––––––––––––––––––

The Group entered into an interest rate swap agreement with HSBC Bank Plc on 17 June 2013. The fair value of the instrument at 31 March 2016 was a liability of £234k (2015 – £195k).

Cash and cash equivalents are held with HSBC bank plc which has a credit rating of AA-.

The financial assets and liabilities of the Company have been categorised as follows:

Company

		2015
		Loan and
receivables	Total	receivables	Total
£'000	£'000	£'000	£'000
9	9	6	6 –––––––––––
9	9	6	6 ––––––––––––––––––––––
	Loan and –––––––––––	2016 –––––––––––	––––––––––– –––––––––––––––––––––– –––––––––––––––––––––– ––––––––––––––––––––––

Company

		2015
Financial		Financial
liabilities at		liabilities at
amortised		amortised
cost	Total	cost	Total
£'000	£'000	£'000	£'000
157	157	167	167 –––––––––––
157 ––––––––––––––––––––––	157	167 ––––––––––––––––––––––	167 ––––––––––––––––––––––
	–––––––––––	2016 ––––––––––– ––––––––––––––––––––––	–––––––––––

20. Business combinations

On 30 April 2013 the Group acquired 100 per cent. of Imagine Publishing Group Limited for £39m. This has been accounted for as an acquisition in accordance with IFRS 3. The fair value of the assets and liabilities and retained earnings at the date of acquisition are detailed below.

		Fair value of assets and liabilities £'000
Intangible assets – Computer software & websites Intangible assets – Publishing rights and content Property, plant and equipment Inventories Trade and other receivables Cash and cash equivalents Trade and other payables Corporation tax payable Deferred Tax Asset Deferred Tax Liability		58 14,353 154 158 6,678 1,723 (3,958) (70) 320 (2,868)
Total identifiable net assets		––––––––––– 16,548 –––––––––––
Consideration Equity Cash Loan notes Total consideration Goodwill (note 8)		100 17,888 21,012 ––––––––––– 39,000 ––––––––––– 22,452
21. Cash generated from operations	2016 £'000	–––––––––––––––––––––– 2015 £'000
Loss before income tax	(1,501)	(4,933)
Adjustments for: Depreciation of property, plant and equipment (note 9) Amortisation of intangibles (note 8) Interest income (note 5) Finance expense (note 5) Decrease in inventories	64 2,975 (2) 1,648 37	78 5,032 (4) 2,096 41

	128 –––––––––––
3,400	2,985 ––––––––––––––––––––––
	1,029 ––––––––––– ––––––––––––––––––––––

(Increase)/Decrease in trade and other receivables (850) 547

22. Employees and directors

Employee benefit expense for the Group during the year is as follows:

	2016 £'000	2015 £'000
Wages and salaries Social security costs Other pension costs	3,867 363 25	4,000 382 22
	––––––––––– 4,255 ––––––––––––––––––––––	––––––––––– 4,404 ––––––––––––––––––––––

The monthly average number of employees employed during the year, including executive directors, is as follows:

Group		Company
2016	2015	2016	2015
Number	Number	Number	Number
102	100	–	–
47	47	4	3 –––––––––––
149 ––––––––––––––––––––––	147 ––––––––––––––––––––––	4 ––––––––––––––––––––––	3 ––––––––––––––––––––––
			2015
		£'000	£'000
		445	539 ––––––––––––––––––––––
	––––––––––– Directors' emoluments for the period were as follows:	–––––––––––	––––––––––– 2016 ––––––––––––––––––––––

Directors' emoluments were paid by Imagine Publishing Limited. The emoluments of the highest paid director were £129k (2015 – £129k). The key management personnel of the Company is defined as the board of directors.

23. Operating lease commitments – minimum lease payments

At 31 March 2016 the Group had the following total future lease payments under non-cancellable operating leases:

	2016			2015
	Property £'000	Other £'000	Total £'000	Property £'000	Other £'000	Total £'000
Within one year Later than one year and	186	1	187	31	–	31
less than five years	743	2	745	–	–	–
Later than five years	789 –––––––––––	– –––––––––––	789 –––––––––––	– –––––––––––	– –––––––––––	– –––––––––––
	1,718 ––––––––––––––––––––––	3 ––––––––––––––––––––––	1,721 ––––––––––––––––––––––	31 ––––––––––––––––––––––	– ––––––––––––––––––––––	31 ––––––––––––––––––––––

The Group leases its premises under non-cancellable operating lease agreements, the leases have various terms.

The company has no operating lease commitments.

24. Contingent liabilities and commitments

The Group had no contingent liabilities at 31 March 2016 (2015 – nil). There are cross guarantees in place between the company and its subsidiary undertaking which relates to a fixed and floating charge over the assets of the Group.

25. Related parties

The Company had the following intercompany loan balances at the 31 March 2016. The loans are unsecured, bear no interest and are repayable on demand.

	At	Loaned/	At
	1 April	(repaid)	31 March
	2015	during year	2016
	£'000	£'000	£'000
Payable to Imagine Publishing Limited	(97)	–	(97)
Payable to Skaro (Holdings) Ltd	(59)	–	(59)
Receivable from Fascination (Holdings) Ltd	6 –––––––––––	3 –––––––––––	9 –––––––––––
Total	(150) ––––––––––––––––––––––	3 ––––––––––––––––––––––	(147) ––––––––––––––––––––––

Key management personnel is defined as the board of directors, see note 22.

26. Ultimate controlling party

The directors consider there is no ultimate controlling party for the year ended 31 March 2016.

27. Post balance sheet event

On 22 June 2016 conditional terms were agreed with Future Plc to acquire Miura (Holdings) Ltd. It is expected that the acquisition will complete in October 2016.

28. Accounting standards

(a) Standards, amendment and interpretations effective for the year ended 31 March 2016

The following standards, amendments and interpretations were effective for the year ending 31 March 2016:

• ● Annual improvements 2010-2012 (effective 1 July 2014) (endorsed for 1 Feb 2015)
• ● Amendment to IAS 19, 'Employee benefits', on defined benefit plans (effective 1 July 2014) (endorsed for 1 Feb 2015)
• ● Annual improvements 2011-2013 (effective 1 July 2014) (endorsed for 1 Jan 2015)
• ● IFRIC 21, 'Levies' (effective 1 January 2014) (endorsed 17 June 2014)

(b) Interpretation early adopted by the Company

• ● There were no such standards in the year.
• (c) Standards and interpretations effective in the year ended 31 March 2016 but not relevant The following standards and interpretations to published standards are mandatory for accounting periods beginning or after 1 January 2016 (unless otherwise stated) but they are not relevant to the Company' operations:
• ● Annual improvements 2012-2014

• ● Amendment to IFRS 11, 'Joint arrangements' on acquisition of an interest in a joint operation', (subject to EU endorsement)

• ● Amendment to IAS 16 'Property, plant and equipment' and IAS 38, 'Intangible assets', on depreciation and amortisation (subject to EU endorsement)

• ● Amendments to IAS 16, 'Property, plant and equipment' and IAS 41, 'Agriculture' on bearer plants (subject to EU endorsement)
• ● Amendment to IAS 27 'Separate financial statements' on equity accounting (subject to EU endorsement)
• ● Amendments to IFRS 10, 'Consolidated financial statements' and IAS 28, 'Investments in associates and joint ventures' on applying the consolidation exemption (subject to EU endorsement)
• ● Amendments to IAS 1, 'Presentation of financial statements' disclosure initiative (subject to EU endorsement)

(d) Standards, amendments and interpretations to existing standards that are not yet effective and have not been early adopted by the Group and Company

The following standards and amendments to existing standards have been published and are mandatory for the Company's accounting period beginning on 1st April 2016 or later periods, but the Company has not early adopted them. They are not expected to have a material impact on the Company:

• ● IFRS 9, 'Financial instruments' (effective 1 January 2018)
• ● IFRS 15, 'Revenue from contracts with customers' (effective 1 January 2018)
• ● IFRS 16, Leases (effective 1 January 2019 or when apply IFRS 15)
• ● Amendments to ISA 12 'Income taxes' on Recognition of deferred tax assets for unrealised losses (effective 1 January 2017)
• ● Amendments to IAS 7, Statement of cash flows (effective 1 January 2017)
• ● Amendments to IFRS 15, 'Revenue from contracts with customers' Clarifications