Future PLC — Capital/Financing Update 2017

Jul 7, 2017

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 8,800,000 Ordinary Shares of the Company to be issued pursuant to the Placing Agreement (the "Placing 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 Placing 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 Placing Shares will commence at 8.00 a.m. on 1 August 2017. 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 Placing Shares to be admitted to listing or dealt with on any other exchange.

The Company and the Directors 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 and the Directors (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 8,800,000 new Ordinary Shares

The Placing 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, COMPANY SECRETARY AND ADVISERS	25
PART 5	INFORMATION ON THE GROUP	26
PART 6	SELECTED FINANCIAL INFORMATION	38
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	71
	PART 11 ADDITIONAL INFORMATION	78
	PART 12 DEFINITIONS	110

SUMMARY

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

	Section A – Introduction and warnings
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 European Economic Area, 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.

	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.
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" and rock music markets.
		The Magazine Division continues to experience decline in line with market trends whilst seeking tactical opportunities in areas of market opportunity, tested through bookazines and aiming to convert newsstand customers to subscriptions. Bookazines are magazines which typically look more like a book in appearance and have a longer on sale date and can cover any content genre.
		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 2017 attracted over 30,000 visitors with its contribution increasing by 17 per cent. In June 2017, Future ran the PC Gaming Show at E3, a trade event for PC Gamers now in its third year of running. The event was a great success with live streaming on Twitch resulting in 552,000 views. Overall, events revenue has increased by 15 per cent. as at 31 March 2017 (on a year on year basis when compared to the period ended 31 March 2016).
		Digital advertising is a core part of the Media Division. The market is encountering structural change as a number of customers and agencies move towards delivering advertising programmatically. The Group is well placed to manage these changes, having invested early in the digital advertising technology and through 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 iPhone.

		The growth in eCommerce has been a key trend within the division with eCommerce revenue up 72 per cent. year on year for the six months ending 31 March 2017. A spike in revenue is seen each year around the "Black Friday" period in November and across the Christmas holiday period with Future being well placed to target deals in the technology, gaming and other men's lifestyle products.
B.5	Group structure	Future plc is the parent company of the Group and has subsidiaries in the UK, Australia, USA, Germany, Philippines and Guernsey.
B.6	N otifiable share ownership	As at the Latest Practicable Date, the Company had been notified under XXII – I – B.6 the Disclosure and Transparency Rules of the following direct and indirect substantial interests in the issued Ordinary Shares of the Company:
			Number of Ordinary	Percentage of the share capital prior to	Percentage of Enlarged Share post
		Shareholder Disruptive Capital Clients of Aberforth Partners LLP Hargreave Hale, stockbrokers	Shares 7,652,407 6,958,699 3,667,740	Admission 20.92% 19.02% 10.03%	Admission 16.86% 15.33% 8.08%
		Lombard Odier Investment Managers Investec Asset Management Schroder Investment Management Herald Investment Management UBS Investment Bank JO Hambro Capital Management Mr Steven Boyd	3,547,180 1,923,687 1,678,622 1,634,333 1,616,136 1,330,000 1,212,451	9.70% 5.26% 4.59% 4.47% 4.42% 3.64% 3.31%	7.82% 4.24% 3.70% 3.60% 3.56% 2.93% 2.67%
		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 as at the Latest Practicable Date, 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.
B.7	Historical financial information	Selected historical financial summarises the results of operations and financial condition of the Future Group for the three financial years ended 30 September 2016, 30 September 2015 and 30 September 2014 as well as the interim periods for the six months ended 31 March 2017 and 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.	information	regarding	Future which
		Selected historical financial information relating to Future has been extracted without material "Operating profit/(loss) before share-based payments, depreciation, amortisation, exceptional items and impairment of intangible assets" and "share-based payments" in the consolidated income statement) from the audited consolidated financial statements of the Future Group for the three financial years ended 30 September 2016, 30 September 2015	adjustment	(except for the	line items

and 30 September 2014 and the unaudited interim financial statements of the Future Group for the six months ended 31 March 2017 and 31 March 2016.
Future plc Consolidated Income Statement The results for the years ended 30 September 2016, 2015 and 2014 are audited. The results for the periods ended 31 March 2017 and 2016 are unaudited.
		12 months to 30 September (Audited)		6 months to 31 March (Unaudited)
	2016 £m	2015 £m	2014 £m	2017 £m	2016 £m
Continuing operations Revenue Operating profit/(loss) before share-based payments, depreciation, amortisation, exceptional items and	59.0	59.8	66.0	40.9	30.2
impairment of intangible assets Share-based payments Depreciation Amortisation Exceptional items Impairment of intangible assets	5.2 (0.5) (0.4) (2.0) (3.5) (13.0)	3.7 (0.1) (0.5) (2.3) (2.5) –	(6.9) (0.1) (1.0) (2.3) (7.5) (16.8)	4.8 (0.4) (0.2) (1.8) (1.1) –	2.0 (0.2) (0.2) (1.0) (0.5) –
Operating loss Net finance costs	–––––– (14.2) (0.7)	–––––– (1.7) (0.6)	–––––– (34.6) (0.8)	–––––– 1.3 (0.4)	–––––– 0.1 (0.4)
Profit/(Loss) before tax Tax on profit/(loss)	–––––– (14.9) –––––– 0.5	–––––– (2.3) –––––– 0.3	–––––– (35.4) –––––– 0.5	–––––– 0.9 –––––– 0.1	–––––– (0.3) –––––– –
Profit/(Loss) for the year from continuing operations	–––––– (14.4) ––––––	–––––– (2.0) ––––––	–––––– (34.9) ––––––	–––––– 1.0 ––––––	–––––– (0.3) ––––––
Profit for the year from discontinued operations	0.2 ––––––	0.7 ––––––	1.0 ––––––	––––––	––––––
Profit/(Loss) for the year attributable to owners of the parent	(14.2) ––––––––––––	(1.3) ––––––––––––	(33.9) ––––––––––––	1.0 ––––––––––––	(0.3) ––––––––––––

	Future plc key metrics from consolidated balance sheet The balance sheet as at each of the years ended 30 September 2016, 2015 and 2014 is audited. The balance sheet as at each of the periods ended 31 March 2017 and 2016 is unaudited.
		2016 £m	30 September (Audited) 2015 £m	2014 £m	31 March (Unaudited) 2017 £m	2016 £m
	Assets Total non-current assets Total current assets	36.1 15.8 ––––––	44.9 19.5 ––––––	45.9 22.9 ––––––	61.4 18.8 ––––––	44.9 16.8 ––––––
	Total assets	51.9 ––––––	64.4 ––––––	68.8 ––––––	80.2 ––––––	61.7 ––––––
	Equity and liabilities Total equity Total non-current	21.2	31.4	32.6	38.0	34.7
	liabilities Total current liabilities	5.6 25.1	7.1 25.9	9.1 27.1	15.1 27.1	5.9 21.1
	Total liabilities	–––––– 30.7	–––––– 33.0	–––––– 36.2	–––––– 42.2	–––––– 27.0
	Total equity and liabilities	–––––– 51.9 ––––––––––––	–––––– 64.4 ––––––––––––	–––––– 68.8 ––––––––––––	–––––– 80.2 ––––––––––––	–––––– 61.7 ––––––––––––
	Future plc key metrics from consolidated cash flow statement The cash flows for the years ended 30 September 2016, 2015 and 2014 are audited. The cashflows for the periods ended 31 March 2017 and 2016 are unaudited.
			12 months to 30 September (Audited)		6 months to 31 March (Unaudited)
		2016 £m	2015 £m	2014 £m	2017 £m	2016 £m
	Net cash used in operating activities Net cash (used in)/ generated from	(2.5)	(8.6)	(2.8)	2.1	0.5
	investing activities Net cash generated from/(used in) financing	(2.8)	(0.7)	18.5	(0.7)	(1.0)
	activities Net (decrease)/increase	1.9	3.3	(13.0)	0.5	0.3
	in cash and cash equivalents	1.1 ––––––	(6.0) ––––––	2.7 ––––––	1.9 ––––––	(0.2) ––––––
	Cash and cash equivalents at beginning of year Exchange adjustments Cash and cash	1.6 0.2	7.5 0.1	4.6 0.2	2.9 –	1.6 –
	equivalents at end of year	2.9 ––––––––––––	1.6 ––––––––––––	7.5 ––––––––––––	4.8 ––––––––––––	1.4 ––––––––––––
	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 £40.9 million (2016: £30.2 million, 2015: £30.8 million) as Future continues to manage the decline in print whilst taking advantage of digital opportunities to increase Media revenues.	in the	period ended	31	March 2017	was

● UK revenue was £33.0 million in the period ended 31 March 2017 (2016: £23.6 million, 2015: £24.8m million) and US revenue was £8.5 million (2016: £7.2 million, 2015: £6.3 million). In 2016 the Group re-organised into two divisions, Media and Magazine.
● Media revenue increased by 23 per cent. to £16.2 million in the period ended 31 March 2017, driven by the Group's fast growing revenue streams: eCommerce, events and digital display advertising.
● Magazine revenue increased to £24.7 million in the period ended 31 March 2017 (2016: £17.0 million) reflecting the acquisition of Imagine.
● Group revenue was £59.0 million in the year ended 30 September 2016 (2015: £59.8m million, 2014: £66.0 million) reflecting the growing new revenue streams and continued tight management of print.
Adjusted EBITDA In the period ended 31 March 2017 the Group's Adjusted EBITDA was £4.8m million (2016: £2.0 million, 2015: £1.8m million). The Group's Adjusted EBITDA profit was £5.2 million in the year ended 30 September 2016 (2015: £3.7 million, 2014: £6.9 million loss). In the year ended 30 September 2016 the Group's headcount reduced to 449 employees, following a reduction from 577 to 521 in 2015.
Exceptional items The Group has incurred exceptional costs during the years ended 31 September 2014, 2015 and 2016 and the interim period ended 31 March 2017 as it has restructured its operations, including headcount reduction and rationalisation of its property portfolio.
Cash flows and net debt – annual results Net cash at 30 September 2016 was £0.5 million (2015: net debt £1.8 million million, 2014: net cash £7.5 million), an improvement of £2.3 million in the year.
During 2016 net cash inflow totalled £3.1m (2015: £9.5 million outflow). There was a cash inflow from operations before exceptional items of £6.5 million (2015: £2.3 million outflow, 2014: £4.3 million inflow) arising from an improvement in the working capital cycle and trading performance. This was offset by £3.4 million (2015: £5.2 million) of restructuring payments made in the year, £1.9 million (2015: £2.0 million, 2014: £2.6 million) of capital expenditure, net proceeds from a share placing of £3.1m and payments of £0.9 million to fund acquisitions (net of cash required). The sale of one of the Group's UK properties amounted to a £1.2 million cash inflow in 2015 and in FY14 net cash inflows from the sale of non-core titles amounted to £21.3 million.
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 debt at 31 March 2017 was £5.2 million (2016: net cash of £0.6 million, 2015: net cash of £4.7 million).
In 2017 there was a cash inflow from operations before exceptional items of £6.2 million (2016: £2.6 million, 2015: £1.5 million). Exceptional cashflows of £3.0 million represent payment of deal fees and other costs in respect of the Imagine acquisition and restructuring and redundancy costs.

		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 2017, 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 Financing, Placing and Acquisition on the consolidated net assets of the Group as if they had taken place on 31 March 2017 and to illustrate the effect of the acquisition of Imagine, the Financing, Placing and Acquisition on the consolidated income statement of the Company for the year ended 30 September 2016 as if these 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 Group.
		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 A of Part 10 of this Prospectus.
		The Unaudited Pro Forma loss before tax for the year ended 30 September 2016 is £16.6 million. The Unaudited Pro Forma net assets as at 31 March 2017 is £58.0 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 its existing facilities, 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	The Placing Shares with ISIN GB00BYZN9041 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 had 36,582,589 fully paid ordinary shares of 15 pence each in issue. Immediately following Admission and the issue of the Placing Shares, the Company is expected to have 45,382,589 fully paid ordinary shares of 15 pence each in issue.
C.4	Description of the rights attaching to the securities	Each Placing 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 Placing Shares.
C.6	Admission	Applications will be made to the UKLA and to the London Stock Exchange for the Placing 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 1 August 2017 and that dealings in Placing 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	K ey information on the key risks	The Company believes that the following are key risks affecting the Future Group and its business:
	that are specific to the issuer or its	RISKS RELATING TO THE BUSINESS OF AND THE INDUSTRY IN WHICH THE FUTURE GROUP OPERATES
	industry	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 search could impact online traffic volumes
A material proportion of traffic visits the Future Group's websites as a result of organic referrals from search. An unexpected change in how Google prioritises search traffic could have a material impact on volumes, causing a reduction in advertising inventory and potential e-commerce traffic. Future has an audience development team who monitor performance and, to date, no change in the search algorithm has had a material impact on revenues.
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 Target Companies 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 Target Companies have operated as separate and independent businesses. The Acquisition will require the integration of the Target Companies 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 Transaction payable by the Group are estimated to amount to £2.1 million (excluding VAT, stamp duty or other taxes). No expenses will be charged to the Vendor or in the Placees relation to the Transaction.
E.2a	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 the Target Companies. The Company intends to use the net proceeds of the Placing to satisfy in part the consideration for the Acquisition. The Board believes the Acquisition fits with Future Group's strategy with the key benefits of the Acquisition being: ● the addition of activities that, in line with Future's strategy, are multi media specialist content activities with market leadership; further diversification of revenue streams, particularly adding ● significant scale in events, which is one of the Future Group's fast growing and emerging revenue streams, and good revenue visibility and attractive working capital dynamics from the events business; ● further building on the Future Group's platform business by adding a new division without incurring significant overheads; ● material earnings enhancement for shareholders in the first full year of ownership; significant growth opportunities as part of Future's platform ● business, particularly within eCommerce; and ● market leading content that meets the needs of audiences and loyal communities.
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. The Company intends to issue 8,800,000 Placing Shares through the Placing at the Placing Price (being 250p per Placing Share), representing a premium of 0.4 per cent. to the closing price of 249p per Existing Ordinary Share on the Last Practicable Date. The Placing is fully underwritten by the Joint Brokers subject and pursuant to the terms and

		conditions of the Placing Agreement. Pursuant to the Placing Agreement, the Joint Brokers have agreed to procure that the net proceeds of the Placing are paid to the Vendor. The Placing is conditional, among other things, upon (i) the Share Purchase Agreement having become unconditional in all respects, save for Admission and any conditions relating to the Placing Agreement having become unconditional; and (ii) Admission becoming effective by no later than 8.00 a.m. on 1 August 2017 (or such later time and/or date
E.4	Material	as the Company and the Joint Brokers may agree). Not applicable. There are no interests (including conflicts of interest),
	interests	known to the Company, which are material to the Acquisition or Placing.
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 Placing Shares will be issued by the Company; there will be no selling shareholders. There are no lock-up arrangements as part of the Placing or the Acquisition.
E.6	Dilution	The issue of the Placing Shares will result in the Company's issued ordinary share capital increasing by approximately 24.1 per cent. Following the issue of the Placing Shares, Shareholders who do not participate in the Placing will suffer a dilution of approximately 19.4 per cent. of their interests in the Company as a result of the Placing. For the purposes of the foregoing, any dilution which may result from the vesting or exercise of any options or awards under the Share Schemes has been disregarded.
E.7	Expenses charged to the investor	Not applicable. There are no commissions, fees, or expenses to be charged to investors 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 paragraph 10 of Part 11 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.

Unforeseen or rapid changes in search could impact online traffic volumes

A material proportion of traffic visits the Future Group's websites as a result of organic referrals from search. An unexpected change in how Google prioritises search traffic could have a material impact on volumes, causing a reduction in advertising inventory and potential e-commerce traffic. Future has an audience development team who monitor performance and, to date, no change in the search algorithm has had a material impact on revenues.

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, including (without limitation) the General Data Protection Legislation (GDPR) coming into force in May 2018. 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, and the GDPR will place additional restrictions on such use. 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. The Group is reviewing all of its policies and procedures in respect of personal data in anticipation of the GDPR coming into force.

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 exposed to credit risk in respect of its magazine distributors

The Future Group is exposed to credit risk in respect of a portion of sales via its magazine distributor of export magazines to the US, as it is required to indemnify such distributor 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. This element of the 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.

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

The long lag time for reporting on sales of exported printed copies and bookazines 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.

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 Target Companies 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 Target Companies have operated as separate and independent businesses. The Acquisition will require the integration of the Target Companies 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 without adding significant back office overhead.

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 and FPL in favour of the Vendor. If the Future Group 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. Further details of the Share Purchase Agreement are set out in paragraph 13.9 of Part 11 of this Prospectus.

The Share Purchase Agreement includes limited protections provided to FPL by the Vendor

The liability of the Vendor pursuant to the Share Purchase Agreement is limited in time and amount. Accordingly, FPL may not have recourse against, or otherwise be able to recover from, the Vendor 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 paragraph 13.9 of Part 11 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

Consequences of a standard listing

Application will be made for the Placing 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.

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.

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 Target Companies 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.

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' 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, 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 and the Directors 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' 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 forwardlooking 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.

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 and the Directors 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.

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 2014 ("2014 Annual Report");
• ● annual report and accounts of the Company for the year ended 30 September 2015 ("2015 Annual Report");
• ● annual report and accounts of the Company for the year ended 30 September 2016 ("2016 Annual Report"); and
• ● unaudited 2017 interim results of the Company for the six month period ended 31 March 2017 ("2017 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, 2015 Annual Report and 2016 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, 2015 Annual Report and 2016 Annual Report in relation to investor relations and announcements;
• ● page 22 of the 2017 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.

Exchange rates

The Company publishes its financial statements in sterling.

Last Practicable Date

Unless otherwise indicated, the last practicable date for the inclusion of information in this Prospectus is at the close of business on 6 July 2017.

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.

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, COMPANY SECRETARY AND ADVISERS

Directors	Peter Allen Zillah Byng-Thorne Hugo Drayton Penelope Ladkin-Brand Manjit Wolstenholme James Hanbury
Company Secretary	Penelope Ladkin-Brand
Financial Adviser, Joint Bookrunner and Joint Broker to Future	Numis Securities Limited 10 Paternoster Square London EC4M 7LT
Joint Bookrunner and Joint Broker to Future	Nplus1 Singer Advisory LLP 1 Bartholomew Lane London EC2N 2AX
Legal advisers to Future	Simmons & Simmons LLP CityPoint One Ropemaker Street London EC2Y 9SS
Reporting Accountant (for the purpose of the pro forma and the historical financial information of the Target Companies) and Auditor to Future	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 global media group and leading digital publisher, generating revenue from digital advertising, eCommerce, events, licensing, retail, subscriptions and contract publishing. 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, the Target Companies), Australia, USA, Germany, Philippines and Guernsey.

The Target Companies

The business of the Target Companies consists of three key brands: Homebuilding & Renovating, Period Living and Real Homes, and comprises seven exhibitions, print and digital assets.

The largest proportion of the Target Companies' revenue comes from exhibitions, which accounted for 50 per cent. of total 2016 revenue. Print revenue accounted for 36 per cent. of total 2016 revenue and digital revenue accounted for 13 per cent. of total 2016 revenue,

Homebuilding & Renovating is the market leader in the self-build and renovation sector with unrivalled national and regional exhibitions, and the UK's best-selling self-build magazine and digital workflow tools. Homebuilding & Renovating revenue accounted for 76 per cent. of total 2016 revenue.

Period Living is a period homes magazine and website focused on the specialist period living sector. The magazine and website revenue accounted for 12 per cent. of total 2016 revenue.

Real Homes is a magazine and website aimed at people with active home improvement and extension projects. The magazine and website revenue accounts for 12 per cent. of total 2016 revenue.

The Target Companies' magazines have a circulation of over 870,000.

The exhibitions attracted approximately 94,000 visitors and 1,734 exhibitors in 2016, representing growth of 6 per cent. since 2015, and provided the Target Companies with multiple opportunities throughout the year to successfully target their audience. The business is a trusted resource to homebuilding and renovating communities, providing reliable guidance, information and tools.

The Target Companies' exhibition locations and venues have been carefully selected to target regions where the self-build market and communities are strong. The diversity of the locations provides clients with a unique opportunity to access potential customers across key markets. The Target Companies have established strong relationships with both their national and regional venues, creating significant barriers to entry against existing competitors and potential new entrants. The exhibitions are long established, with the first exhibition in Birmingham launched in 1994 and the most recent exhibition launched in 2005.

The Target Companies' leading market position is underpinned by their ability to deliver valuable and relevant sector content and insights. This content is produced by highly experienced and knowledgeable editorial and management teams, as well as through other cost-effective avenues (e.g. Homebuilding & Renovating Awards programme, relationships with architects wishing to showcase work and freelance consultants). The Target Companies are contributors to the National Custom & Self Build Association (Homebuilding & Renovating Awards programme, relationships with architects wishing to showcase work and freelance consultants).

The summarised financial history of the Target Companies is set out below:

	Year ended 31 December 2016	Year ended 31 December 2015	18 months ended 31 December 2014
	£m	£m	£m
Revenue	12.8	11.6	15.8
Gross profit	6.2	5.4	5.4
EBITDA	3.3	2.9	2.3
Operating profit	3.1	2.6	1.9
Cash generated from operations	4.5	1.8	3.0

The financial history shown above includes overheads recharged to the Target Companies by their current parent for the provision of services at group level, including finance, HR and IT. In 2016, these recharges totalled £1.6 million. The management of Future estimate that the equivalent cost to Future of providing these services will be approximately £1.0 million, giving an effective FY16 EBITDA of £3.9 million.

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 £3.1 million 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 paragraph 13.1 of Part 11 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 paragraph 13.2 of Part 11 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 acquired Miura (Holdings) Ltd, an English publisher of special interest consumer magazines, bookazines, websites and apps/digital editions, predominately in the knowledge, history, games, technology, science and photography sectors. A summary of the agreement relating to this acquisition is set out in paragraph 13.4 of Part 11 of this Prospectus. The acquisition of Miura Holdings (Limited) completed in October 2016 pursuant to which Future issued 179,567,841 Ordinary Shares by way of consideration.

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 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 paragraph 13.3 of Part 11 of this Prospectus.

In January 2017, Future acquired certain assets from Team Rock (in administration). The acquired assets included magazines, a website and an event in the music listening sector, in particular relating to rock music and heavy metal. A summary of the agreement relating to this acquisition is set out in paragraph 13.5 of Part 11 of this Prospectus.

The Group continues to consider and explore further investment opportunities.

Recent Launches

The Future Group has launched a number of new activities including T3baby.com in March 2017, the PC Gamer weekender, a new consumer gaming event in March 2016 and a series of new Generate events, a creative and design event during the course of 2016. The Future Group also relaunched Team Rock.com in January 2016 as well as Paint & Draw magazine in November 2016. In addition, prior to its acquisition by Future, Imagine Publishing Group 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 Publishing Group acquired History of War magazine from Anthem Publishing.

3. The Acquisition

Introduction

On 7 July 2017, FPL, a subsidiary of Future entered into the Share Purchase Agreement to acquire the Target Companies which is conditional on (amongst other things) Admission having occurred, the approval of the sale of the Target Companies by the shareholders of Centaur Media, the ultimate parent of the Vendor, and the Vendor and Centaur Media transferring certain assets to the Target Companies (which have been used in the businesses of the Target Companies but which have been held in the name of the Vendor or Centaur Media) in accordance with the terms of the Asset Transfer Agreement. A summary of the Share Purchase Agreement is set out in paragraph 13.9 of Part 11 of this Prospectus.

Strategy

The Directors believe that the Acquisition fits with the Future Group's strategy with the key benefits of the Acquisition being:

• ● the addition of activities that, in line with Future's strategy, are multi-media specialist content activities with market leadership;
• ● further diversification of revenue streams, particularly adding significant scale in events, which is one of the Future Group's fast growing and emerging revenue streams, and good revenue visibility and attractive working capital dynamics from the events business;
• ● further building on the Future Group's platform business by adding a new specialist media division without incurring significant overheads;
• ● material earnings enhancement for Future shareholders in the first full year of ownership;
• ● significant growth opportunities as part of Future's platform business, particularly within eCommerce;

● market leading content that meets the needs of audiences and loyal communities.

Financing the Acquisition

The Company has entered into a new banking facility (the "New Facility''). Subject to all of the terms of the Acquisition being satisfied, the New Facility has committed total facilities of £12.0 million comprised wholly of an amortising committed acquisition loan. The material terms of the New Facility are set out in paragraph 13.8 of Part 11 of this Prospectus. As outlined in the section below, the Placing will finance the remaining consideration for the Acquisition. The net cash consideration for the acquisition totals approximately £30.25 million.

Principal terms of the Placing

The Company intends to issue and allot 8,800,000 Placing Shares through the Placing to the Joint Brokers, or such persons as the Joint Brokers may procure on behalf of the Company to subscribe for such shares, at the Placing Price (being 250p per Placing Share), representing a premium of 0.4 per cent. to the closing price of 249p per Existing Ordinary Share on the Last Practicable Date. The aggregate value of the Placing Shares at the Placing Price is £22.0 million (£21.1m net of expenses).

The Placing is fully underwritten by the Joint Brokers subject and pursuant to the terms and conditions of the Placing Agreement. Pursuant to the Placing Agreement, the Joint Brokers have agreed to procure that the net proceeds of the Placing are paid to the Vendor. The material terms of the Placing Agreement are set out in paragraph 13.12 of Part 11 of this Prospectus. The Placing is conditional, among other things, on:

• ● the relevant conditions in the Placing Agreement being satisfied or (if applicable) waived and the Placing Agreement not having been terminated in accordance with its terms prior to Admission;
• ● the Share Purchase Agreement having become unconditional in all respects, save for Admission and any conditions relating to the Placing Agreement having become unconditional; and
• ● Admission becoming effective by no later than 8.00 a.m. on 1 August 2017 (or such later time and/or date as the Company and the Joint Brokers may agree).

The Company intends to use the net proceeds of the Placing principally to satisfy in part the consideration for the Acquisition.

The issue of the Placing Shares will result in the Company's issued ordinary share capital increasing by approximately 24.1 per cent. Following the issue of the Placing Shares, Shareholders who do not participate in the Placing will suffer a dilution of approximately 19.4 per cent. of their interests in the Company as a result of the Placing. For the purposes of the foregoing, any dilution which may result from the vesting or exercise of any options or awards under the Share Schemes has been disregarded.

The Placing Shares will be issued credited as fully paid and will, upon issue, rank pari passu in all respects with the Ordinary Shares then in issue, including all rights to receive all dividends and other distributions declared, made or paid after the date of their issue. The Placing Shares are not being made available to the public and are not being offered or sold in any jurisdiction where it would be unlawful to do so.

Integration plan

On Completion, the Target Companies' assets will be merged into Future's Magazine and Media divisions in a staged process. The Target Companies' assets will be serviced by the Group's centralised, finance, technology and corporate functions. This will allow Future and the Target Companies' management team to deliver on the growth opportunities in line with the business plan. It is anticipated that the Target Companies will be fully integrated within 12 months of Completion.

Future has a proven track record in quickly and profitably integrating acquisitions. The Target Companies will be merged in a staged process, allowing efficiencies and economies of scale to be realised as quickly as possible.

The Target Companies are being acquired with no back office functions and Future expects to be able to integrate them without significantly increasing back office costs. Initially key areas of focus for the integration will be on transferring the transitional services agreements to the Future back office and central functions. Additionally, the development of the home decorating brands, to take into account the benefit of Future eCommerce technology, will also be a focus of the integration.

The Target Companies' existing senior management will continue to lead the division, with the commercial and content teams remaining in Bromsgrove.

The integration will be largely limited to events and central functions, with limited disruption to Future's wider Media business.

Costs and expenses of the Transaction

The total costs and expenses of, and incidental to, the Transaction payable by the Group are estimated to amount to £2.1 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 global specialist multi-media platform 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 eCommerce revenue from selling products directly on its websites, including merchandise and gift packs.

The Future Group generates revenues from online subscription services on Teamrock+ and PC Gamer Club. These online subscriptions provide subscribers with access to exclusive content and offers.

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 generates revenue from sharing its platform proposition with third parties through a licensing and franchise model. The Future Group has a franchise partnership in India for Techradar.com with Times of India. Future's digital licensing and franchises enable its global partners to optimise their local offering by accessing trusted brands and authoritative content and leveraging a unique commercial model developed by Future.

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

Magazine Division

The Magazine Division 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 website www.favouritemagazines.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 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, Blaze, Imagine Publishing Group and Team Rock, detailed in paragraph 2 of this Part 5, the Future Group has launched a number of new activities including T3baby.com in March 2017, the PC Gamer weekender, a new consumer gaming event in March 2016 and a series of new Generate events, a creative and design event during the course of 2016. The Future Group also relaunched Team Rock.com in January 2016 as well as Paint & Draw magazine in November 2016. In addition, prior to its acquisition by Future, 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 Publishing Group acquired History of War magazine from Anthem Publishing.

Over the last three years the Future Group has established a material new revenue stream from eCommerce, which is mainly from affiliate marketing revenue. The majority of this revenue comes from its consumer technology website www.techradar.com but there is also fast-growing eCommerce revenue from Future's other websites, such as T3.com and PCgamer.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, expanding its creative design event Generate into a global franchise and the event acquisitions from Blaze, Noble House Media and Team Rock.

Principal markets

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

The Future Group publishes magazines and bookazines in the technology, games and entertainment, design, photography, music, knowledge, history, science and field 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 covers musical instrument playing (guitars, drums and computer music) and following the acquisition of Team Rock acquired a portfolio of magazines and a website in the rock, heavy metal and progressive rock music listening sectors. Future acquired from Blaze a portfolio of magazines in the field sports sector which covers shooting and archery. Future also acquired a portfolio of magazines, bookazines and websites in the knowledge, history and science sectors as a result of its acquisition of the Imagine Publishing Group. Further information on each of these acquisitions is referred to in paragraph 2 of this Part 5.

The Target Companies operate in the highly lucrative industry vertical of home owner construction, which is made up of two parts, the owner commissioned housing market and the renovation, maintenance and improvement market. Combined these markets are worth around £23 billion in 20161.

Growth in these sectors is underpinned by growing public focus on self-build and customer housing, and new government initiatives.

These markets target affluent audiences and communities with access to significant individual budgets of over £100,000 to invest in projects.

The owner commissioned housing market covers all new home builds including self-build, custom build or first time conversion of properties. The market size is estimated to be £4.1 billion1 in 2016 and is expected to grow significantly following commitments by the British Government to increase housing and support local and private development projects. The number of custom and self-build home completion units totalled over 12,500 in 2016 and is forecast to reach 19,800 units by 2021, which is a CAGR of 8 per cent. since 20132.

The substantial renovation, maintenance and improvement market includes all work undertaken to renovate, repair, maintain and improve residential and development properties. The market is worth an estimated £19 billion in 20161 and is a highly resilient market which continues to perform strongly throughout fluctuating market cycles. The number of planning applications for minor residential properties decided by district authorities in England was 58,800 in 2016/2017 (April 2016 to March 2017), which is a CAGR of 8 per cent. since 2013/2014 (April 2013 to March 2014) 3, demonstrating the growth in the market.

Future continuing operations

The table below shows Future's continuing revenue by segment, type and geography for each of the three financial years ended 30 September 2016, 30 September 2015 and 30 September 2014.

	2016	2015	2014
Year ending 30 September	£m	£m	£m
Revenue by business segment
Media	24.5	21.5	18.0
Magazine	35.4	39.2	48.8
Revenue between segments	(0.9) –––––––	(0.9) –––––––	(0.8) –––––––
	59.0	59.8	66.0
Revenue by geography	––––––––––––––	––––––––––––––	––––––––––––––
UK	44.7	47.3	53.1
US	15.2	13.4	13.7
Revenue between segments	(0.9) –––––––	(0.9) –––––––	(0.8) –––––––
Total continuing operations	59.0 ––––––––––––––	59.8 ––––––––––––––	66.0 ––––––––––––––

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,

¹ Based on construction output and employment data from the Office for National Statistics

² Based on data from HMRC (VAT Refunds) and NaCSBA

³ Based on data from the Department for Communities and Local Government

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 UK4, with its leading technology website, Techradar.com, attracting over 19.5 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 Australia5. Future's creative & design website, Creativebloq.com, is the number one design content website in the UK6. 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 UK7. Additionally Future is the second largest publisher of digital magazines in the UK by circulation in 20168.

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 in 2016.

5. Strategy

The Future Group's strategy is to utilise its global platform for specialist media with scalable, diversified brands; creating fans of its brands by giving them a place they want to spend their time, where they go to meet their needs; and to continue to create loyal communities. This will enable the Group to expand its global reach through organic growth, acquisitions and strategic partnerships and diversify its monetisation models to create significant revenue streams.

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 eCommerce and events and continues to innovate in digital advertising.

A critical element of the Group's growth strategy is the development of the platform proposition; an in-house built website template integrated with proprietary Content Management System (CMS) and eCommerce functionality.

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

⁴ comScore, based on monthly UK unique visitors

⁵ comScore and Nielsen, based on monthly UK, US and Australian unique visitors

⁶ comScore, based on monthly UK unique visitors

⁷ Based on UK newsstand copy sales in 2015

⁸ ABC 2016, based on total circulation

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 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 Gocompare.com Group plc and PaddyPowerBetfair PLC.

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 CMC Markets plc. 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 Inskin, 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 Deputy Chairman)

James was appointed Deputy Chairman in October 2016 as the representative of Disruptive Capital Investments Limited. Prior to his appointment he was Chairman of Imagine Publishing Group, which was acquired by Future in October 2016. James joined the Board of Imagine in March 2014 soon after leaving Incisive Media, a publishing business he co-founded in 1994. He has also previously chaired the Business Media Council of the PPA. James also acts as an adviser to a number of VC backed businesses, is a trustee for a charitable trust and has set up and chairs WARpaint, a fundraising organisation for several armed forces charities.

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. 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 new portfolios to cover the field sports, knowledge, history, science and music listening sectors. 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 integration of Imagine Publishing Group is now complete and the full impact of synergies will be delivered in the financial year ended 30 September 2018 as planned. The assets acquired from Team Rock in January 2017 are trading in line with expectations.

The Group launched and re-designed a number of titles in the last 12 months, including launching Paint & Draw in November 2016 and re-designing Total Film magazine in June 2016 and Airgun Shooter magazine in April 2017.

The Group also completed a comprehensive review of its procurement processes in the Magazine Division which identified approximately £0.5 million of annualised savings which it is expected will be realised by the end of the financial year ending 30 September 2017. The procurement process has also locked in paper costs for a fixed period of two years.

The Magazine Division continues to experience decline in line with market trends whilst seeking tactical opportunities.

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, underpinned by global, scalable and market-leading brands, is focused on building fastgrowing digital and diversified revenues.

The most significant brands in the portfolio are Techradar.com, a consumer technology site which reaches over 19.5 million unique users a month (based on the period between November 2016 to April 2017), PCGamer.com the largest global website specifically targeted at PC Gamers, reaching approximately 9.6 million unique users a month (based on the period between November 2016 to April 2017) and GamesRadar.com, a games and entertainment site which reaches over 6.8 million users a month (based on the period between November 2016 to April 2017).

A fundamental principle of the Group is to create excellence in content and loyal communities by ensuring editorial authority. As a result, Future's online audience has risen to 53 million users globally, up 18 per cent. as at 31 March 2017 (on a year on year basis when compared to the period ended 31 March 2016). The Group has strong engagement with its users through its substantial social media following and reached 56.1 million people across Facebook, Twitter and YouTube.

Techradar.com retains its position as the number one consumer technology website in the UK, and delivered audience growth of 29 per cent. as at 31 March 2017 (on a year on year basis when compared to the period ended 31 March 2016).

PCGamer.com is the number one English language PC gaming website in the world and was voted "Best Online Consumer Media Brand" at the AOP Digital Publishing Awards 2016. Organic revenue growth at PCGamer.com rose 81 per cent. as at 31 March 2017 (on a year on year basis when compared to the period ended 31 March 2016).

T3.com has also shown notable growth, with online audience growth of 46 per cent. as at 31 March 2017 (on a year on year basis when compared to the period ended 31 March 2016). The Group has launched a new content channel, T3 Home & Kitchen, to further drive growth.

The Group also hosts events across three countries and the acquisitions of Team Rock, Noble House Media and Blaze in 2016 increased Future's events portfolio to 17 annual events. The Photography Show has continued to grow, with visitor numbers now exceeding 32,000, up 6 per cent. over the previous year. 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.

Future has invested in content extensions, new launches, re-investment in existing brands and technology to drive the Group's strategy of building a platform business, focused on delivering diversified and recurring revenues through the use of content. This has resulted in organic growth across the Media division and further expansion of its global reach.

A critical element of the Future Group's growth strategy is the development of the platform proposition; an in-house built website template integrated with proprietary Content Management System (CMS) and eCommerce functionality.

Over the past two years, the Group has developed and built its own proprietary eCommerce 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 £78 million of gross revenue for its merchant and affiliate partners in the period ended 31 March 2017.

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 the digital advertising technology stack to sell the first guaranteed programmatic buy outside the US and through 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 iPhone.

The Group has developed a single proprietary platform to manage its brands' websites and over the past two years 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 2016, 30 September 2015 and 30 September 2014 as well as the interim periods for the six months ended 31 March 2017 and 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 2014, 2015 and 2016 are audited. The results for the periods ended 31 March 2016 and 2017 are unaudited.

	12 Months to 30 September (Audited)			6 months to 31 March (Unaudited)
	2016	2015	2014	2017	2016
Continuing operations	£m	£m	£m	£m	£m
Revenue	59.0	59.8	66.0	40.9	30.2
Operating profit/(loss) before share-based payments, depreciation, amortisation, exceptional items and
impairment of intangible assets	5.2	3.7	(6.9)	4.8	2.0
Share-based payments Depreciation	(0.5) (0.4)	(0.1) (0.5)	(0.1) (1.0)	(0.4) (0.2)	(0.2) (0.2)
Amortisation	(2.0)	(2.3)	(2.3)	(1.8)	(1.0)
Exceptional items	(3.5)	(2.5)	(7.5)	(1.1)	(0.5)
Impairment of intangible assets	(13.0)	–	(16.8)	–	–
Operating loss	(14.2)	(1.7)	(34.6)	1.3	0.1
Finance income	–	–	0.2	–	–
Finance costs	(0.7) –––––––	(0.6) –––––––	(1.0) –––––––	(0.4) –––––––	(0.4) –––––––
Net finance costs	(0.7) –––––––	(0.6) –––––––	(0.8) –––––––	(0.4) –––––––	(0.4) –––––––
Loss before tax	(14.9)	(2.3)	(35.4)	0.9	(0.3)
Tax on loss	0.5 –––––––	0.3 –––––––	0.5 –––––––	0.1 –––––––	– –––––––
Loss for the year from continuing operations Discontinued operations	(14.4)	(2.0)	(34.9)	1.0	(0.3)
Profit for the year from discontinued operations	0.2 –––––––	0.7 –––––––	1.0 –––––––	– –––––––	– –––––––
Loss for the year attributable to owners of the parent	(14.2) ––––––––––––––	(1.3) ––––––––––––––	(33.9) ––––––––––––––	1.0 ––––––––––––––	(0.3) ––––––––––––––

Future plc Consolidated balance sheet

The balance sheet as at each of the years ended 30 September 2014, 2015 and 2016 is audited. The balance sheet as at each of the periods ended 31 March 2016 and 2017 is unaudited.

		30 September	31 March (Unaudited)
	2016	(Audited) 2015	2014	2017	2016
	£m	£m	£m	£m	£m
Assets
Non-current assets Property, plant and equipment	0.5	0.6	1.0	0.9	0.7
Intangible assets – goodwill	29.5	40.9	40.9	46.4	40.9
Intangible assets – other	3.7	2.9	3.5	12.4	2.8
Deferred tax	2.4 ––––––––	0.5 ––––––––	0.5 ––––––––	1.7 ––––––––	0.5 ––––––––
Total non-current assets	36.1 ––––––––	44.9 ––––––––	45.9 ––––––––	61.4 ––––––––	44.9 ––––––––
Current assets
Inventories Financial assets – derivatives	0.4 –	0.5 –	0.6 –	0.6 –	0.4 –
Corporation tax recoverable	0.1	1.2	1.2	0.2	1.1
Trade and other receivables	12.4	15.3	12.8	13.2	12.4
Cash and cash equivalents Non-current assets classified	2.9	2.5	7.5	4.8	2.9
as held for sale	–	–	0.8	–	–
Total current assets	–––––––– 15.8	–––––––– 19.5	–––––––– 22.9	–––––––– 18.8	–––––––– 16.8
Total assets	–––––––– 51.9	–––––––– 64.4	–––––––– 68.8	–––––––– 80.2	–––––––– 61.7
Equity and liabilities	––––––––	––––––––	––––––––	––––––––	––––––––
Equity
Issued share capital Share premium account	3.7 27.6	3.3 24.8	3.3 24.8	5.5 41.1	3.7 27.6
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	– (118.8)	– (105.4)	– (104.2)	– (117.3)	– (105.3)
Total equity	–––––––– 21.2	–––––––– 31.4	–––––––– 32.6	–––––––– 38.0	–––––––– 34.7
Non-current liabilities	––––––––	––––––––	––––––––	––––––––	––––––––
Financial liabilities – interest bearing
loans and borrowings	0.1	–	–	9.4	0.1
Corporation tax payable	2.6	3.5	4.4	2.1	3.1
Deferred tax Provisions	0.9 1.5	0.7 2.1	0.7 2.8	1.5 1.4	0.7 1.4
Other non-current liabilities	0.5	0.8	1.2	0.6	0.6
Total non-current liabilities	–––––––– 5.6 ––––––––	–––––––– 7.1 ––––––––	–––––––– 9.1 ––––––––	–––––––– 15.1 ––––––––	–––––––– 5.9 ––––––––
Current liabilities
Financial liabilities – interest-bearing
loans and borrowings Financial liabilities – derivatives	2.3 –	4.3 –	– 0.2	0.6 –	2.2 –
Trade and other payables	21.4	20.7	25.9	25.0	18.0
Corporation tax payable	1.4 ––––––––	0.9 ––––––––	1.2 ––––––––	1.4 ––––––––	0.9 ––––––––
Total current liabilities	25.1 ––––––––	25.9 ––––––––	27.1 ––––––––	27.1 ––––––––	21.1 ––––––––
Total liabilities	30.7 ––––––––	33.0 ––––––––	36.2 ––––––––	42.2 ––––––––	27.0 ––––––––
Total equity and liabilities	51.9	64.4	68.8	80.2	61.7
	––––––––––––––––	––––––––––––––––	––––––––––––––––	––––––––––––––––	––––––––––––––––

Future plc Consolidated cash flow statement

The cash flows for the years ended 30 September 2015, 2016 and 2017 are audited. The results for the periods ended 31 March 2016 and 2017 are unaudited.

		12 Months to 30 September (Audited)	6 months to 31 March (Unaudited)
	2016	2015	2014	2017	2016
Cash flows from operating activities Cash used in operations Tax received Interest paid Tax paid Net cash used in operating activities	£m 3.1 0.1 (0.4) (0.8) 2.0	£m (7.5) 0.5 (0.6) (1.0) (8.6)	£m (0.3) – (1.0) (1.5) (2.8)	£m 3.2 – (0.3) (0.8) 2.1	£m 1.0 0.1 (0.2) (0.4) 0.5
	––––––––	––––––––	––––––––	––––––––	––––––––
Cash flows from investing activities Purchase of property, plant and equipment Purchase of computer software and	(0.2)	(0.2)	(0.4)	(0.5)	(0.1)
website development Purchase of magazine titles and events Purchase of subsidiary undertakings,	(1.7) (0.6)	(1.8) –	(2.2) –	(0.6) (0.8)	(0.9) –
net of cash acquired Purchase of share in associate	(0.3) –	– –	– (0.2)	1.0 –	– –
Disposal of property, plant and equipment Disposal of magazine titles and trademarks Costs of business disposals	– – –	1.2 0.1 –	– 22.3 (1.0)	– 0.2 –	– – –
Net cash (used in)/generated from investing activities	(2.8) ––––––––	(0.7) ––––––––	18.5 ––––––––	(0.7) ––––––––	(1.0) ––––––––
Cash flows from financing activities Proceeds from ordinary share issue Costs of share issue Draw down of bank loans Repayment of bank loans Bank arrangement fees Repayment of finance leases Equity dividends paid	– 3.3 (0.2) 4.6 (5.7) – (0.1) –	– – – 3.5 – (0.2) – –	– – – 3.8 (15.6) (0.5) – (0.7)	– – (0.1) 11.3 (10.3) – – –	– 3.3 (0.2) 1.7 (4.5) – – –
Net cash generated from/(used in) financing activities	1.9 ––––––––	3.3 ––––––––	(13.0) ––––––––	0.5 ––––––––	0.3 ––––––––
Net (decrease)/increase in cash and cash equivalents Cash and cash equivalents at beginning of year	1.1 1.6	(6.0) 7.5	2.7 4.6	1.9 2.9	(0.2) 1.6
Exchange adjustments	0.2	0.1	0.2	–	–
Cash and cash equivalents at end of year	2.9 ––––––––	1.6 ––––––––	7.5 ––––––––	4.8 ––––––––	1.4 ––––––––
Amount attributable to continuing operations	2.9	1.6	7.5	4.8	1.4

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 2017 was £40.9 million (2016: £30.2 million, 2015: £30.8 million) as Future continues to manage the decline in print whilst taking advantage of digital opportunities to increase Media revenues.

UK revenue was £33.0 million in the period ended 31 March 2017 (2016: £23.6 million, 2015: £24.8 million) and US revenue was £8.5 million (2016: £7.2 million, 2015: £6.3 million). In 2016 the Group re-organised into two divisions, Media and Magazine.

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 has increased by 23 per cent. to £16.2 million (2016: £13.2 million), driven by the Group's fast growing revenue streams; eCommerce and events. Media revenues now make up 40 per cent. of total revenue.

In the UK, revenues increased by 21 per cent. to £10.5 million (2016: £8.7 million), driven by the new revenue streams, with eCommerce growing 67 per cent. and events revenue increasing by 15 per cent.

The US also experienced strong growth in revenues, which were up 24 per cent. year-on-year to £6.2 million (2016: £5.0 million), with revenue from affiliates being the biggest driver of this growth.

In the UK in the period ended 31 March 2017, the Media business and had strong growth in events. Over 32,000 consumers and professionals attended The Photography Show at Birmingham's NEC, generating £2.2 million in revenue.

Magazine

Magazine revenue increased to £24.7 million (2014: £17.0 million), reflecting the acquisition of Imagine. The Group's focus is on building recurring revenue streams, which have annuity like qualities. These encompass eCommerce and subscriptions, which now represents 27 per cent. of the Group's total revenue (2016: 25 per cent.).

Revenue for annual results

Group revenue was £59.0 million in the year ended 30 September 2016 (2015: £59.8 million, 2014: £66.0 million) reflecting the growing new revenue streams and continued tight management of print. In the year ended 30 September 2016 UK revenue was £44.7 million (2015: £47.3 million, 2014: £53.1 million) and in the US £15.2 million (2015: £13.4 million, 2014: £13.7 million).

Media

Media revenue has increased by 14 per cent. to £23.9 million (2015: £20.9 million), driven by the Group's fast growing revenue streams, eCommerce and events.

In the UK, Media revenues increased by 8 per cent. to £14.1 million (2015: £13.1 million), driven by the new revenue streams of eCommerce and events. In only its third year, The Photography Show at Birmingham's NEC generated revenue growth of 12 per cent. year-on-year. Digital advertising in the UK represented 69 per cent. (2015: 72 per cent.) of UK advertising revenues.

The US also delivered strong growth, up 24 per cent. year-on-year to £10.4 million (2015: £8.4 million), with revenue from affiliates being the biggest driver of this growth. Digital advertising in the US represented 88 per cent. (2015: 85 per cent.) of US advertising revenues.

Magazine

Magazine revenue declined in line with expectations to £35.1 million (2015: £38.9 million), reflecting the market's overall structural decline. A focus on subscription revenues, however, has increased the mix of recurring revenues in this division to 30 per cent. from 29 per cent. in 2015.

Adjusted EBITDA

The Group's Adjusted EBITDA profit was £5.2 million in the year ended 30 September 2016 (2015: £3.7 million, 2014: £6.9 million loss). The UK Adjusted EBITDA profit was £3.2 million in the year ended 30 September 2016 (2015: £3.4 million, 2014: £5.2 million loss) and the US made an Adjusted EBITDA profit of £2.0 million in the year ended 30 September 2016 (2015: £0.3 million, 2014: £1.7 million loss).

The increase in Adjusted EBITDA profit in the year ended 30 September 2016 reflects the introduction of global functions for operational teams. In the year ended 30 September 2016 the Group's headcount reduced to 449 employees, following a reduction from 577 to 521 in 2015.

The Adjusted EBITDA 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 2017 the Group's Adjusted EBITDA was £4.8 million (2016: £2.0 million, 2015: £1.8 million), reflecting the growth of the Media business and acquisition of Imagine.

Exceptional items

Exceptional costs were £3.5 million in the year ended 30 September 2016 (2015: £2.5 million, 2014: £7.5 million profit). Restructuring costs of £1.8 million in the year ended 30 September 2016 (2014: £2.8 million, 2014: £5.3 million) included headcount reduction and the rationalisation of the property portfolio. A credit of £0.5 million was recognised as dilapidation costs for legacy offices were lower than originally expected. The balance of exceptional costs principally comprised acquisition of Imagine. A non-cash impairment charge of £13.0 million was recognised against goodwill attributable to the UK business. This reflects a shift in the underlying profitability and cash flows of the Group and the continued decline of print.

The exceptional costs incurred in the period ended 31 March 2017 totalled to £1.1 million (2016: £0.5 million). These consist of restructuring and redundancy costs of £1.0 million and £0.1 million in respect of onerous property costs.

Net finance costs

Net finance costs increased to £0.7 million (2015: £0.6 million) in the year ended September 2016 with the increase representing a small foreign exchange loss (profit in 2015) reflecting the volatility of currency markets.

Cash flows and net debt – annual results

Net cash at 30 September 2016 was £0.5 million (2015: net debt £1.8 million, 2014: net cash £7.5 million), an improvement of £2.3 million in the year.

Following the acquisition of Imagine, the Group refinanced Imagine's existing debt and settled outstanding fees and other deal related costs, totalling £7.4 million. During the 2016 year, there was a cash inflow from operations before exceptional items of £6.5 million (2015: £2.3 million outflow) arising from an improvement in working capital and trading performance.

This was offset by £3.4 million (2015: £5.2 million) of exceptional restructuring payments made in the year, £1.9 million (2015: £2.0 million) of capital expenditure, net proceeds from a share placing of £3.1 million and payments of £0.9 million to fund acquisitions (net of cash acquired). Foreign exchange and other movements accounted for the balance of cash flows.

Cash flow and net debt – interim results

Net debt at 31 March 2017 was £5.2 million (2015: net cash £0.6 million, 2015: net cash £4.7 million).

In 2017 there was a cash inflow from operations before exceptional items of £6.2 million (2016: £2.6 million, 2015: 1.5 million). Exceptional cashflows of £3.0 million represented payment of deal fees and other costs in respect of the Imagine acquisition and restructuring and redundancy costs.

Disposals and impairment

In 2014 the Group sold its non-core Sport, Craft and Auto titles for total proceeds of over £24.8 million. 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 £16.8 million, 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 the unaudited 2017 interim results for the six month period ended 31 March 2017 (including the independent review report) 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 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 2016 see pages 13 – 16, for the financial year ended 30 September 2015 see pages 13 -16 and for the financial year ended 30 September 2014 see pages 13 – 16.

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 30 May 2017 and the indebtedness of the Group as at 30 May 2017:

Capitalisation and indebtedness (1)(2)(3)(4) Total current debt	£000's
Secured	(661)
	––––––––– (661)
Total non-current debt (excluding current portion of the long term debt) Secured	–––––––––––––––––– (8,683) –––––––––
	(8,683) ––––––––––––––––––
Shareholders' equity Share capital Share premium Legal reserves Other reserves	5,473 41,163 – 108,768 ––––––––––––––––––
The following table sets out the net consolidated financial funds of the Group as at 30 May 2017.
Net indebtedness Cash	£000's 6,293
Total liquidity	––––––––– 6,293
Current bank debt Current portion of non-current debt	––––––––– (600) (61)
Current financial debt	(661) –––––––––
Net current financial indebtedness	5,632 ––––––––––––––––––
Non-current bank debt Other non-current financial debt	(8,650) (33) –––––––––
Non current financial indebtedness	(8,683) ––––––––––––––––––
Net financial funds	(3,051) ––––––––––––––––––

¹ Shareholders' equity does not include the profit and loss account reserve.

² This statement of indebtedness has been prepared under IFRS using policies which are consistent with those used in preparing the Group's financial statements for the year ended 30 September 2016.

³ The information is unaudited.

⁴ The Group has no indirect or contingent indebtedness as at 31 May 2017.

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 2017 interim results for the six month period ended 31 March 2017 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 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 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

Annual Report and Accounts 2016

The page numbers below refer to the relevant pages of the annual report and accounts of the Company for the year ended 30 September 2016:

• ● 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 78

Interim results 2017

The page numbers below refer to the relevant pages of the interim results for the period ended 31 March 2017. The financial information referred to in this sub-section has not been audited.

• ● Consolidated income statement page 8
• ● 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
• ● Basis of preparation page 13
• ● Notes to the consolidated financial statements page 12
• ● Independent review report page 23 24

Other

The independent auditors' report 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 £7.5 million (cash £7.5 million 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: Accountant's Report on the combined historical financial information of the Target Companies

The Directors Future plc Quay House The Ambury Bath, BA1 1UA United Kingdom

7 July 2017

Dear Sirs

Target Companies

We report on the financial information as at and for the 18 months ended 31 December 2014 and as at and for the years ended 31 December 2015 and 2016 set out in section C of Part 9 below (the "Financial Information relating to the Target Companies"). The Financial Information relating to the Target Companies has been prepared for inclusion in the prospectus dated 7 July 2017 (the "Prospectus") of Future plc (the "Company") on the basis of the accounting policies set out in the summary of Significant Accounting Policies contained in the Financial Information relating to the Target Companies. This report is required by item 20.1 of Annex I to the PD Regulation and is given for the purpose of complying with that item and for no other purpose.

Responsibilities

The Directors of the Company are responsible for preparing the Financial Information relating to the Target Companies in accordance with International Financial Reporting Standards as adopted by the European Union.

It is our responsibility to form an opinion as to whether the Financial Information relating to the Target Companies gives a true and fair view, for the purposes of the Prospectus and to report our opinion to you.

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.

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. Our work included an assessment of evidence relevant to the

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.

amounts and disclosures in the financial information. It also included an assessment of significant estimates and judgments made by those responsible for the preparation of the financial information and whether the accounting policies are appropriate to the Target Companies' circumstances, consistently applied and adequately disclosed.

We planned and performed our work so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial information is free from material misstatement whether caused by fraud or other irregularity or error.

Opinion

In our opinion, the Financial Information relating to the Target Companies gives, for the purposes of the Prospectus dated 7 July 2017, a true and fair view of the state of affairs of the Target Companies as at the dates stated and of its profits, cash flows and changes in invested capital for the periods then ended in accordance with International Financial Reporting Standards as adopted by the European Union.

Declaration

For the purposes of Prospectus Rule 5.5.3R(2)(f) we are responsible for this report as part of the Prospectus and 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

Section C: Combined historical financial information of the Target Companies

Combined income statement

for the 18-month period ended 31 December 2014 and years ended 31 December 2015 and 2016

			ended
			31 December
			2014
Note	£m	£m	£m
1	12.8 –––––––	11.6 –––––––	15.8 –––––––
	3.3	2.9	2.3
5	–	–	–
6	(0.2)	(0.3)	(0.4)
			1.9
4	(0.6)	(0.5)	(0.5) –––––––
	2.5	2.1	1.4 ––––––––––––––
	2	2016 3.1 ––––––– ––––––––––––––	Years ended 31 December 2015 2.6 ––––––– ––––––––––––––

A combined statement of comprehensive income has not been presented as there are no other items of comprehensive income other than the profit on ordinary activities after tax for the period.

Combined statement of changes in invested capital

for the 18-month period ended 31 December 2014 and years ended 31 December 2015 and 2016

	Note	Total equity £m
Balance at 1 July 2013		0.5 –––––––
Total comprehensive profit for the year		1.4 –––––––
Total comprehensive profit for the year Net transfer to Centaur Media	15	1.4 (2.7) –––––––
Balance at 31 December 2014		(0.8) –––––––
Total comprehensive profit for the year		2.1 –––––––
Total comprehensive profit for the year Net transfer to Centaur Media	15	2.1 (1.4) –––––––
Balance at 31 December 2015		(0.1) –––––––
Total comprehensive profit for the year		2.5
Total comprehensive profit for the year Net transfer to Centaur Media	15	––––––– 2.5 (3.9) –––––––
Balance at 31 December 2016		(1.5) ––––––––––––––

Combined balance sheet

as at 1 July 2013, 31 December 2014, 2015 and 2016

		31 December 2016	31 December 2015	31 December 2014	1 July 2013
	Note	£m	£m	£m	£m
Assets Non-current assets
Property, plant and equipment	5	–	0.1	0.1	0.1
Intangible assets – other	6	0.1	0.3	0.6	0.8
Total non-current assets		––––––– 0.1 –––––––	––––––– 0.4 –––––––	––––––– 0.7 –––––––	––––––– 0.9 –––––––
Current assets
Inventories	8	0.5	0.5	0.5	0.5
Trade and other receivables	9	3.6	4.2	2.6	2.7
Cash and cash equivalents	10	0.2 –––––––	0.1 –––––––	0.2 –––––––	0.3 –––––––
Total current assets		4.3 –––––––	4.8 –––––––	3.3 –––––––	3.5 –––––––
Total assets		4.4 –––––––	5.2 –––––––	4.0 –––––––	4.4 –––––––
Invested capital and liabilities Invested capital
Invested capital	15	(1.5) –––––––	(0.1) –––––––	(0.8) –––––––	0.5 –––––––
Total invested capital		(1.5) –––––––	(0.1) –––––––	(0.8) –––––––	0.5 –––––––
Non-current liabilities
Deferred tax	7	– –––––––	– –––––––	– –––––––	– –––––––
Total non-current liabilities		– –––––––	– –––––––	– –––––––	– –––––––
Current liabilities
Trade and other payables	11	5.3	4.8	4.3	3.7
Corporation tax payable		0.6 –––––––	0.5 –––––––	0.5 –––––––	0.2 –––––––
Total current liabilities		5.9 –––––––	5.3 –––––––	4.8 –––––––	3.9 –––––––
Total liabilities		5.9 –––––––	5.3 –––––––	4.8 –––––––	3.9 –––––––
Total invested capital and liabilities		(4.4) ––––––––––––––	(5.2) ––––––––––––––	(4.0) ––––––––––––––	(4.4) ––––––––––––––

Combined cash flow statements

for the 18-month period ended 31 December 2014 and years ended 31 December 2015 and 2016

			18 months Years ended
			31 December	ended 31 December
		2016	2015	2014
	Notes	£m	£m	£m
Cash flows from operating activities Cash generated from operations Tax paid	A	4.5 (0.5) –––––––	1.8 (0.5) –––––––	3.0 (0.2) –––––––
Net cash generated from/(used in) operating activities		4.0 –––––––	1.3 –––––––	2.8 –––––––
Cash flows from investing activities Purchase of intangible assets		– –––––––	– –––––––	(0.2) –––––––
Net cash (used in)/generated from investing activities		– –––––––	– –––––––	(0.2) –––––––
Cash flows from financing activities Net transfers to Centaur Media	15	(3.9) –––––––	(1.4) –––––––	(2.7) –––––––
Net cash generated from financing activities		(3.9)	(1.4)	(2.7)
Net increase/(decrease) in cash and		–––––––	–––––––	–––––––
cash equivalents	B/C	0.1	(0.1)	(0.1)
Cash and cash equivalents at beginning of year		0.1 –––––––	0.2 –––––––	0.3 –––––––
Cash and cash equivalents at end of year		0.2 ––––––––––––––	0.1 ––––––––––––––	0.2 ––––––––––––––

Notes to the combined cash flow statements

for the 18-month period ended 31 December 2014 and years ended 31 December 2015 and 2016

A. Cash used in operations

The reconciliation of profit for the period to cash generated from/(used in) operations is set out below:

			18 months
		Years ended	ended
	31 December		31 December
	2016	2015	2014
	£m	£m	£m
Profit for the year	2.5 –––––––	2.1 –––––––	1.4 –––––––
Adjustments for:
Amortisation of intangible assets	0.2	0.3	0.4
Tax charge	0.6 –––––––	0.5 –––––––	0.5 –––––––
Profit before changes in working capital and provisions	3.3	2.9	2.3
Decrease/(increase) in trade and other receivables	0.6	(1.6)	0.2
(Decrease)/increase in trade and other payables	0.6 –––––––	0.5 –––––––	0.5 –––––––
Cash generated from/(used in) operations	4.5 ––––––––––––––	1.8 ––––––––––––––	3.0 ––––––––––––––

B. Analysis of net (debt)/cash

			31 December
	1 January 2016	Cash flows	2016
	£m	£m	£m
Cash and cash equivalents	0.1 –––––––	0.1 –––––––	0.2 –––––––

	1 January 2015 £m	Cash flows £m	31 December 2015 £m
Cash and cash equivalents	0.2 –––––––	(0.1) –––––––	0.1 –––––––
	1 July 2013	Cash flows	31 December 2014

£m £m £m

––––––– ––––––– –––––––	Cash and cash equivalents	0.3	(0.1)	0.2
-------------------------------	---------------------------	-----	-------	-----

C. Reconciliation of movement in net (debt)/cash

	As at
	31 December		As at 1 July
2016	2015	2014	2013
£m	£m	£m	£m
0.1	0.2	0.3	0.3
0.1	(0.1)	(0.1)	– –––––––
0.2	0.1	0.2	0.3 ––––––––––––––
	––––––– ––––––––––––––	––––––– ––––––––––––––	––––––– ––––––––––––––

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General information

The Target Companies are ultimately owned by Centaur Media plc. The business of the Target Companies consists of three key brands: Homebuilding & Renovating, Period Living and Real Homes, and comprises seven exhibitions, print and digital assets. The Target Companies are domiciled in the United Kingdom. Centaur Media's registered office is Wells Point, 79 Wells Street, London, W1T 3QN.

I. The Target Companies' accounting policies

A Basis of preparation

This combined historical financial information of the Target Companies was derived from the financial statements and accounting records, prepared in accordance with FRS 101 and subsequently adjusted to comply with International Financial Reporting Standards as adopted by the European Union ("IFRS"), except as noted below, of Ascent Publishing Limited and Centaur Consumer Exhibitions Limited as separate legal entities, following completion of the Asset Transfer Agreement. The combined historical financial information for the 18 months ended 31 December 2014 and the years ended 31 December 2015 and 2016 has been prepared specifically for the purposes of this Prospectus and in accordance with the UK Listing Rules, and in accordance with this basis of preparation. The accounting policies applied and disclosed below, as well as the format of the financial statements and use of non-statutory profit measures, are consistent with those used by Future plc in its annual financial statements for the year ended 30 September 2016 and these policies have been applied consistently to all periods presented.

The combined historical financial information has been prepared on a going concern basis under the historical cost convention. The business of the Target Companies is planned to continue operating as previously after acquisition and with appropriate levels of funding available to be able to operate at adequate levels of both liquidity and capital for the foreseeable future.

This combined historical financial information does not constitute statutory accounts within the meaning of section 434(3) of the Companies Act 2006.

IFRS does not provide for the preparation of combined historical financial information, or for the specific accounting treatment set out below. Accordingly, in preparing the combined historical financial information, certain accounting conventions commonly used for the preparation of combined historical financial information for inclusion in investment circulars as described in the Annexure to SIR 2000 (Investment Reporting Standards applicable to public reporting engagements on combined historical financial information) issued by the UK Auditing Practices Board have been applied.

The combined historical financial information has been prepared on a combined basis applying the principles underlying the consolidation procedures of IFRS 10 "Consolidated Financial Statements".

The following summarises the accounting and other principles applied in preparing the combined historical financial information:

• ● The business of the Target Companies did not comprise a separate legal group during the two years and 18 months ended 31 December 2016 and therefore it is not meaningful to present share capital or an analysis of reserves. The invested capital represents a combination of the overall receivables and payables with Centaur Media, funding balances with Centaur Media and equity investment by Centaur Media in the Target Companies, which cannot be separately identified or allocated throughout the period from 1 July 2013 through to 31 December 2016.
• ● The combined statement of comprehensive income of the Target Companies reflects allocations of general corporate expenses from Centaur Media including, but not limited to, executive management, directors, finance, legal, information technology, human resources, events and exhibition operations, digital and data operations and other shared services. These allocations were made on a direct usage basis when identifiable, with the remainder allocated on the basis of revenue, headcount or other relevant measures. These allocations have been considered to be a reasonable reflection of the utilisation of services by, or the benefits provided to, the Target Companies. These allocations may not, however, reflect the expenses the business of the Target Companies would have incurred as a standalone company for the periods presented. Actual costs that may have been incurred if the business of the Target Companies had been a standalone company would depend on a number of

factors, including the chosen organisational structure, what functions were outsourced or performed by employees and strategic decisions made in areas such as information technology and infrastructure.

• ● The combined statement of financial position of the Target Companies includes Centaur Media's assets and liabilities that are held and management by Centaur Media but are specifically identifiable or otherwise attributable to the Target Companies. Further details are given in note 15. Centaur Media's cash has not been assigned to the Target Companies for any of the periods presented because those cash balances are not directly attributable to the Target Companies. The Target Companies reflect transfers of cash to and from Centaur Media's cash management system as a component of invested capital on the combined statement of financial position.
• ● Centaur Media's long-term debt has not been attributed to the Target Companies for any of the periods presented because Centaur Media's borrowings are not the legal obligation of the Target Companies nor will they be transferred to the Target Companies pursuant to the Share Purchase Agreement.
• ● The combined historical financial information includes the Target Companies' net assets and results of operations as described above. All intercompany transactions and accounts within the combined businesses of the Target Companies have been eliminated.
• ● Intercompany transactions between the Target Companies and Centaur Media are considered to be effectively settled as if the Target Companies and Centaur Media were not part of a group in the combined historical financial information at the time the transaction is recorded. It has been assumed that all the transactions have been settled at the balance sheet date on a usual third party arms' length basis with commercial payment terms. The total net effect of the settlement of these intercompany transactions is reflected in the combined statement of cash flows within financing activities and on the combined statement of financial position within invested capital.
• ● The Target Companies' operations have historically been included in the tax returns filed by the respective legal entities, Ascent Publishing Limited and Centaur Consumer Exhibitions Limited. Income tax expense and other income tax related information contained in this combined historical financial information is presented on the basis of these combined returns after adjustments for the tax effect of allocations of general corporate overhead from Centaur Media described above. Where tax liabilities have been paid, either directly or indirectly, by Centaur Media, this has been reflected as a cash flow of the Target Companies.
• ● Current tax receivable/payable and deferred tax assets and liabilities were determined based on the analysis of the Target Companies' current tax position and temporary differences at each period ¬end and assessment of how these relate directly or indirectly to the Target Companies' business.

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Target Companies' accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the combined historical financial information are disclosed below in C, "Critical accounting estimates and assumptions."

B Accounting policies

Segment reporting

The Target Companies are organised and arranged primarily by brand. Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision makers who are considered to be the Board of Executive Directors of the Target Companies.

Revenue recognition

Revenue from the sale of goods is recognised in the income statement when the significant risks and rewards of ownership have been transferred to the buyer. Revenue from services rendered is recognised in the income statement over the period the service is provided or once the service has been completed, as applicable.

Revenue comprises the fair value of the consideration received or receivable for the sale of goods and services in the ordinary course of the Target Companies' activities. Revenue is shown net of value-added tax and discounts. The following recognition criteria also apply:

• ● Magazine newsstand circulation and advertising revenue is recognised according to the date that the related publication goes on sale.
• ● Online advertising revenue is recognised over the period during which the advertisements are placed.
• ● Revenue from subscriptions to publications and digital services is deferred and recognised on a straight-line basis over the subscription period.
• ● Event income is recognised when the event has taken place.
• ● Other revenue is recognised at the time of sale or provision of service.

Employee benefits

(a) Pension obligations

The Target Companies' have a defined contribution plan pension scheme for the benefit of employees. The Target Companies pay contributions into a privately administered pension plan, which is held separately to the Target Companies. The Target Companies have no further payment obligations once the contributions have been paid. Contributions are charged to the income statement when employer contributions become payable.

(b) Bonus plans

The Target Companies recognise a liability and an expense for bonuses taking into consideration targeted trading performance.

Leases

Leases in which the Target Companies assume substantially all the risks and rewards of ownership of the leased assets are classified as finance leases. All other leases are classed as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to the income statement on a straight-line basis over the period of the lease.

Tax

Tax on the profit or loss for the year comprises current tax and deferred tax. Tax is recognised in the income statement except to the extent that it relates to items recognised directly in equity in which case it is recognised in equity.

Current tax is payable based on taxable profits for the year, using tax rates that have been enacted or substantively enacted at the balance sheet date, along with any adjustment relating to tax payable in previous years. Management periodically evaluates items detailed in tax returns where the tax treatment is subject to interpretation. Taxable profit differs from net profit in the income statement in that income or expense items that are taxable or deductible in other years are excluded – as are items that are never taxable or deductible. Current tax assets relate to payments on account not offset against current tax liabilities.

Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the combined financial statements. However, deferred 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 tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled in the appropriate territory.

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

Deferred tax assets and liabilities are offset against each other where they relate to the same jurisdiction and there is a legally enforceable right to offset.

Property, plant and equipment

Property, plant and equipment is stated at historical cost less accumulated depreciation and impairment losses. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

Depreciation

Depreciation is calculated using the straight-line method to allocate the cost of property, plant and equipment less residual value over estimated useful lives, as follows:

• ● Leasehold improvements ten years or period of the lease if shorter.
• ● Equipment, fixtures and fittings between one and five years.

The assets' residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date. An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount.

Gains and losses on disposals are determined by comparing proceeds with carrying amounts. These are included in the income statement.

Intangible assets

(a) Brands and publishing rights

Separately acquired brands and publishing rights intangible assets are shown at historical cost. Brands and publishing rights acquired in a business combination are recognised at fair value at the acquisition date. Amortisation is calculated using the straight-line method to allocate the cost of these intangibles over their estimated useful lives (between three and ten years). Brands and publishing rights intangible assets are tested for impairment only where there is an indication that an impairment may have occurred.

(b) Computer software and website development

Non-integral computer software purchases are stated at cost less accumulated amortisation. Costs incurred in the development of websites and unique software products are capitalised only where the cost can be directly attributed to developing the website or software product to operate in the manner intended by management and only to the extent of the future economic benefits expected from its use. These costs are amortised on a straight-line basis over their estimated useful lives (between one and three years). Costs associated with maintaining computer software or websites are recognised as an expense as incurred. Computer software and website development intangible assets are tested for impairment only where there is an indication that an impairment may have occurred.

Inventories

Inventories are stated at the lower of cost and net realisable value. For raw materials, cost is taken to be the purchase price on a first in, first out basis. For work in progress and finished goods, cost is calculated as the direct cost 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.

Trade and other receivables

Trade and other receivables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method, less a provision for impairment.

A provision for impairment of trade receivables is established when there is objective evidence that the Target Companies will not be able to collect all amounts due according to the original terms of the receivables. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation and default or delinquency in payments (more than 90 days overdue) are considered indicators that the trade receivable is impaired. The amount of the provision is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. The carrying amount of the asset is reduced through the use of an allowance account, and the amount of the loss is recognised in the statement of comprehensive income within net operating expenses. When a trade receivable is uncollectible, it is written off against the allowance account for trade receivables. Subsequent recoveries of amounts previously written off are credited against net operating expenses in the statement of comprehensive income.

Cash and cash equivalents

Cash and cash equivalents include cash in hand and deposits repayable on demand or maturing within three months of the balance sheet date.

Trade and other payables

Trade and other payables are initially recognised at fair value and subsequently measured at amortised cost using the effective interest method.

Invested capital

Net transfers to and from Centaur Media are included within invested capital. The components of net transfers to Centaur Media are included within the combined statement of changes in equity.

Invested capital in the combined statement of financial position and statement of changes in equity represents Centaur Media's historical investment in the Target Companies, the net effect of transactions with and allocations from Centaur Media and the Target Companies accumulated earnings. See note 15 for further information about transactions between the Target Companies and Centaur Media.

New or revised accounting standards and interpretations

Certain new standards, amendments and interpretations to existing standards have been published that are mandatory for accounting periods beginning on or after the dates shown below which the Target Companies have chosen not to adopt early. These include the following standards which are relevant to the Target Companies:

• ● 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).

It is anticipated that the adoption of these standards and interpretations in future periods, particularly IFRS 15 and IFRS 16, will impact on the financial statements of the Target Companies. The Target Companies have not yet assessed the full impact of these standards.

The Target Companies do not expect that the other standards and amendments issued but not yet effective will have a material impact on results or net assets.

C. Critical accounting estimates and assumptions

The preparation of the financial statements under IFRS requires the use of certain critical accounting assumptions and requires management to exercise its judgement and to make estimates in the process of applying the Target Companies' accounting policies. The areas requiring a higher degree of judgement or areas where assumptions and estimates are significant to the financial statements are discussed below:

Recoverability of trade receivables

The recoverability of trade receivables requires judgement. The Target Companies use all available evidence to determine the appropriate level of provision for impairment of trade receivables, including known disputes, historical trends in write-offs, collections post year end and the ageing of the receivables.

Notes to the financial statements

1. Segmental reporting

The Board of Directors of Target Companies has been identified as the chief operating decision maker, reviewing the Target Companies' internal reporting on a monthly basis in order to assess performance and allocate resources. The Target Companies are organised and managed by the following reportable segments:

• ● Home Building and Renovating: produces the Home Building and Renovating magazine (print and digital) specialising in home building, renovating and improvement projects.
• ● Home Building Shows: organises a number of events in the UK specialising in home building, renovating and improvement projects.
• ● Real Homes: produces the Real Homes magazine (print and digital) which specialises on home transformation projects.
• ● Period Living: produces the Period Living magazine (print and digital) which specialises renovating and redecorating period homes.
• ● Other: relates to rental income on a sublease.

The Board of Directors uses revenue and gross contribution at a segment level to assess performance of the segments. Revenue is defined as per the accounting policies. There are no intersegment revenues or large customers. Gross contribution is the profit measure used by management and has been reconciled to profit before tax below.

Assets and liabilities are managed in aggregate and not individually for the segments therefore they are not allocated to any segment.

(i) Revenue by segment

			18 months
	Years ended		ended
		31 December	31 December
	2016	2015	2014
	£m	£m	£m
Home Building and Renovating	3.3	3.0	3.8
Home Building Shows	6.5	5.6	7.0
Real Homes	1.6	1.5	2.3
Period Living	1.4	1.5	2.6
Other	– –––––––	– –––––––	0.1 –––––––
Total segment revenue	12.8 ––––––––––––––	11.6 ––––––––––––––	15.8 ––––––––––––––

(ii) Gross contribution by segment

		18 months
		ended
		31 December
		2014
£m	£m	£m
1.6	1.5	1.6
3.2	2.7	2.7
		0.4
0.3	0.3	0.5
–	–	– –––––––
5.5	4.9	5.2 ––––––––––––––
	2016 0.4 ––––––– ––––––––––––––	Years ended 31 December 2015 0.4 ––––––– ––––––––––––––

(iii) Reconciliation of segment gross contribution to profit before tax

A reconciliation of total segment gross contribution from continuing operations to profit before tax from continuing operations is provided as follows:

		18 months ended
		31 December
		2014
£m	£m	£m
5.5	4.9	5.2
		–
(0.2)	(0.3)	(0.4)
(2.2)	(2.0)	(2.9) –––––––
3.1	2.6	1.9 ––––––––––––––
	2016 – ––––––– ––––––––––––––	Years ended 31 December 2015 – ––––––– ––––––––––––––

1 Other overheads include allocations of general corporate expenses from Centaur Media. See note 15

2. Profit before tax

Profit before tax	––––––– 3.1 ––––––––––––––	––––––– 2.6 ––––––––––––––	––––––– 1.9 ––––––––––––––
Gross profit Distribution expenses Administration expenses	6.2 (0.2) (2.9)	5.4 (0.2) (2.6)	5.4 (0.5) (3.0)
Revenue Cost of sales	12.8 (6.6) –––––––	11.6 (6.2) –––––––	15.8 (10.4) –––––––
	2016 £m	Years ended 31 December 2015 £m	ended 31 December 2014 £m
			18 months

3. Directors and Employees

The aggregate remuneration of employees comprised:

			18 months
		Years ended	ended
		31 December	31 December
	2016	2015	2014
	£m	£m	£m
Wages and salaries	1.9	2.0	3.4
Social security costs	0.2	0.2	0.4
Other pension costs	0.1 –––––––	0.1 –––––––	0.1 –––––––
Total	2.2 ––––––––––––––	2.3 ––––––––––––––	3.9 ––––––––––––––

Average monthly number of people

The average number of employees, including directors, was:

			18 months
		Years ended	ended
		31 December	31 December
	2016	2015	2014
	No.	No.	No.
Editorial	24	29	27
Sales	20	20	23
Production	11	7	9
Administration	1 –––––––	2 –––––––	2 –––––––
Total	56	58	61
	––––––––––––––	––––––––––––––	––––––––––––––

Key management compensation

			18 months
		Years ended	ended
		31 December	31 December
	2016	2015	2014
	£m	£m	£m
Salaries and short term employment benefits	0.4 –––––––	0.3 –––––––	0.6 –––––––
Total	0.4 ––––––––––––––	0.3 ––––––––––––––	0.6 ––––––––––––––

Key management is defined as those persons having authority and responsibility for planning, directing, and controlling the activities of the entity, directly or indirectly, including any directors (whether executive or otherwise) of the entity. This comprises three individuals in 2016 and 2015 and five individuals in 2014.

4. Tax

The tax credited in the consolidated income statement for continuing operations is analysed below:

			18 months
	Years ended		ended
		31 December	31 December
	2016	2015	2014
	£m	£m	£m
UK corporation tax
Current tax at 20% (2015: 20.25%) (2014: 22%) on the
profit for the year / period	0.6	0.5	0.4
Adjustments in respect of previous years / periods	– –––––––	– –––––––	0.1 –––––––
Current tax	0.6 –––––––	0.5 –––––––	0.5 –––––––
Deferred tax origination and reversal of temporary differences
Current year (credit)/charge (note 7)	–	–	–
Deferred tax	– –––––––	– –––––––	– –––––––
Total tax credit on continuing operations	0.6 ––––––––––––––	0.5 ––––––––––––––	0.5 ––––––––––––––

The tax assessed in each year differs from the standard rate of corporation tax in the UK for the relevant year. The differences are explained below:

		18 months
		ended
		31 December
2016	2015	2014
£m	£m	£m
3.1	2.6	1.9 –––––––
		0.4
–	–	0.1
0.6	0.5	––––––– 0.5 ––––––––––––––
	––––––– 0.6 ––––––– ––––––––––––––	Years ended 31 December ––––––– 0.5 ––––––– ––––––––––––––

Factors affecting future tax charges:

Changes to the UK corporation tax rates were substantively enacted as part of Finance Bill 2015 (on 26 October 2015) and Finance Bill 2016 (on 7 September 2016). These include reductions to the main rate to reduce the rate to 19 per cent. from 1 April 2017 and to 17 per cent. from 1 April 2020. Deferred taxes at the balance sheet date have been measured using these enacted tax rates and reflected in these financial statements.

5. Property, plant and equipment

Property, plant and equipment comprised of the following as at 31 December 2016:

	Leasehold improvements £m	Fixtures and Fittings £m	Total £m
Cost
At 1 January 2016	0.1	0.2	0.3
Additions	–	–	–
Disposals	– –––––––	(0.1) –––––––	(0.1) –––––––
At 31 December 2016	0.1 –––––––	0.1 –––––––	0.2 –––––––
Accumulated depreciation
At 1 January 2016	(0.1)	(0.1)	(0.2)
Charge for the year	–	–	–
Disposals	– –––––––	– –––––––	– –––––––
At 31 December 2016	(0.1) –––––––	(0.1) –––––––	(0.2) –––––––
Net book value at 31 December 2016	– –––––––	– –––––––	– –––––––
Net book value at 31 December 2015	– ––––––––––––––	0.1 ––––––––––––––	0.1 ––––––––––––––

Property, plant and equipment comprised of the following as at 31 December 2015:

	Leasehold improvements £m	Fixtures and Fittings £m	Total £m
Cost	0.1	0.2	0.3
At 1 January 2015	–	–	–
Additions	–	–	–
Disposals	–––––––	–––––––	–––––––
At 31 December 2015	0.1	0.2	0.3
	–––––––	–––––––	–––––––
Accumulated depreciation	(0.1)	(0.1)	(0.2)
At 1 January 2015	–	–	–
Charge for the year	–	–	–
Disposals	–––––––	–––––––	–––––––
At 31 December 2015	(0.1)	(0.1)	(0.2)
	–––––––	–––––––	–––––––
Net book value at 31 December 2015	–	0.1	0.1
	–––––––	–––––––	–––––––
Net book value at 31 December 2014	–	0.1	0.1
	––––––––––––––	––––––––––––––	––––––––––––––

Property, plant and equipment comprised of the following as at 31 December 2014:

Cost At 1 July 2013 Additions	Leasehold improvements £m 0.1 –	Fixtures and Fittings £m 0.2 –	Total £m 0.3 –
Disposals	–	–	–
	–––––––	–––––––	–––––––
At 31 December 2014	0.1	0.2	0.3
	–––––––	–––––––	–––––––
Accumulated depreciation	(0.1)	(0.1)	(0.2)
At 1 July 2013	–	–	–
Charge for the year	–	–	–
Disposals	–––––––	–––––––	–––––––
At 31 December 2014	(0.1)	(0.1)	(0.2)
	–––––––	–––––––	–––––––
Net book value at 31 December 2014	–	0.1	0.1
	–––––––	–––––––	–––––––
Net book value at 1 July 2013	–	0.1	0.1
	––––––––––––––	––––––––––––––	––––––––––––––

Depreciation of £29k for the year ended 31 December 2016, £30k for the year ended 31 December 2015 and £45k for the 18-month period ended 31 December 2014 is included within administration expenses in the combined income statement.

6. Intangible assets

Intangible assets comprised of the following as at 31 December 2016:

Cost At 1 January 2016 Additions Disposals	Software £m 0.4 – –	Brand and publishing rights £m 1.7 – –	Total £m 2.1 – –
At 31 December 2016	–––––––	–––––––	–––––––
	0.4	1.7	2.1
Accumulated amortisation	–––––––	–––––––	–––––––
At 1 January 2016	(0.1)	(1.7)	(1.8)
Charge for the year	(0.2)	–	(0.2)
Disposals	–	–	–
At 31 December 2016	–––––––	–––––––	–––––––
	(0.3)	(1.7)	(2.0)
Net book value at 31 December 2016	–––––––	–––––––	–––––––
	0.1	–	0.1
Net book value at 31 December 2015	–––––––	–––––––	–––––––
	0.3	–	0.3
	––––––––––––––	––––––––––––––	––––––––––––––

Intangible assets comprised of the following as at 31 December 2015:

		Brand and publishing
	Software	rights	Total
Cost	£m	£m	£m
At 1 January 2015	1.1	1.7	2.8
Additions Disposals	– (0.7) –––––––	– – –––––––	– (0.7) –––––––
At 31 December 2015	0.4 –––––––	1.7 –––––––	2.1 –––––––
Accumulated amortisation
At 1 January 2015	(0.7)	(1.5)	(2.2)
Charge for the year	(0.1)	(0.2)	(0.3)
Disposals	0.7 –––––––	– –––––––	0.7 –––––––
At 31 December 2015	(0.1) –––––––	(1.7) –––––––	(1.8) –––––––
Net book value at 31 December 2015	0.3 –––––––	– –––––––	0.3 –––––––
Net book value at 31 December 2014	0.4 ––––––––––––––	0.2 ––––––––––––––	0.6 ––––––––––––––

Intangible assets comprised of the following as at 31 December 2014:

		Brand and publishing
	Software	rights	Total
	£m	£m	£m
Cost
At 1 July 2013	0.9	1.7	2.6
Additions	0.2	–	0.2
Disposals	– –––––––	– –––––––	– –––––––
At 31 December 2014	1.1 –––––––	1.7 –––––––	2.8 –––––––
Accumulated amortisation
At 1 July 2013	(0.6)	(1.2)	(1.8)
Charge for the year	(0.1)	(0.3)	(0.4)
Disposals	–	–	–
At 31 December 2014	––––––– (0.7) –––––––	––––––– (1.5) –––––––	––––––– (2.2) –––––––
Net book value at 31 December 2014	0.4 –––––––	0.2 –––––––	0.6 –––––––
Net book value at 1 July 2013	0.3	0.5	0.8
	––––––––––––––	––––––––––––––	––––––––––––––

7. Deferred tax assets and liabilities

The major deferred tax assets recognised by the Target Companies in relation to accelerated capital allowances for the year and prior reporting periods were £39,000 at 31 December 2016, £36,000 at 31 December 2015 and £32,000 at 31 December 2014.

8. Inventories

		As at		As at
		31 December		1 July
	2016	2015	2014	2013
	£m	£m	£m	£m
Work in progress	0.5 –––––––	0.5 –––––––	0.5 –––––––	0.5 –––––––

9. Trade and other receivables

		As at		As at
		31 December		1 July
	2016	2015	2014	2013
	£m	£m	£m	£m
Trade receivables (net of provision – note 12)	3.0	3.6	1.6	1.9
Other receivables	0.2	0.3	0.4	0.4
Prepayments and accrued income	0.4 –––––––	0.3 –––––––	0.6 –––––––	0.4 –––––––
Total	3.6 ––––––––––––––	4.2 ––––––––––––––	2.6 ––––––––––––––	2.7 ––––––––––––––

10. Cash and cash equivalents

		As at		As at
		31 December		1 July
	2016	2015	2014	2013
	£m	£m	£m	£m
Cash at bank and in hand	0.2 ––––––––––––––	0.1 ––––––––––––––	0.2 ––––––––––––––	0.3 ––––––––––––––

11. Trade and other payables

		As at		As at
		31 December		1 July
	2016	2015	2014	2013
	£m	£m	£m	£m
Trade payables	1.0	0.5	0.9	0.7
Other taxation and social security	0.5	0.4	0.2	0.3
Accruals and deferred income	3.8 –––––––	3.9 –––––––	3.2 –––––––	2.7 –––––––
Total	5.3 ––––––––––––––	4.8 ––––––––––––––	4.3 ––––––––––––––	3.7 ––––––––––––––

12. Financial Instruments

Financial risk management

The determination of financial risk management policies and the treasury function operates at a Centaur Media plc group level. Policies are set to reduce risk as far as possible without unduly affecting the operating effectiveness of the Target Companies.

The Target Companies activities expose it to a variety of financial risks, the most significant being credit risk as discussed below.

The Target Companies do not have any derivative financial instruments.

Categories of financial instruments

The Target Companies have the below categories of financial instruments.

		As at		As at
				1 July
	2016	2015	2014	2013
Note	£m	£m	£m	£m
10	0.2	0.1	0.2	0.3
9	3.0	3.6	1.6	1.9
9	0.2	0.3	0.4	0.4 –––––––
	3.4	4.0	2.2	2.6
				––––––––––––––
				As at
				1 July
	2016	2015	2014	2013
Note	£m	£m	£m	£m
11	1.0	0.5	0.9	0.7
11	0.5	0.8	0.9	0.7
11	0.5	0.4	0.2	0.3 –––––––
	2.0	1.7 ––––––––––––––	2.0 ––––––––––––––	1.7 ––––––––––––––
		––––––– –––––––––––––– ––––––– ––––––––––––––	––––––– –––––––––––––– As at –––––––	31 December ––––––– –––––––––––––– 31 December –––––––

Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss for the Companies. The Target Companies principal financial assets are Trade receivables. The carrying amount of financial assets recorded in the financial statements, which is net of impairment losses, represents the maximum exposure of credit risk. The Target Companies are not considered to be subject to any significant concentrations of credit risk.

Trade receivables

Trade receivables consist of a large number of customers, of varying sizes and spread across diverse geographies. The Target Companies do not have significant exposure to credit risk in relation to any single counterparty or group of counterparties having similar characteristics. The Target Companies exposure to credit risk is influenced predominantly by the circumstances of individual customers as opposed to industry or geographic trends.

The business assesses the credit quality of customers based on their financial position, past experience and other qualitative and quantitative factors. The Target Companies policy requires customers to pay in accordance with agreed payment terms, which are generally 30 days from the date of invoice. Under normal trading conditions, the Target Companies are exposed to relatively low levels of risk, and potential losses are mitigated as a result of a diversified customer base and the requirement for events and certain premium content subscription invoices to be paid in advance of service delivery.

The credit control function within Centaur Media group finance department monitors the outstanding debts of the Target Companies, and trade receivables balances are analysed by the age and value of outstanding balances.

Any trade receivable balance which is objectively determined to be uncollectible is written off the ledger, with a charge taken through the Statement of Comprehensive Income. The Target Companies also records a provision for estimated impairment losses on its trade receivables balances. All balances past due are reviewed, with those greater than 90 days past due considered to carry a higher level of credit risk. Specific provision is made against customer balances with known credit issues or where debt has been referred to a collection agency. The remaining past due balances are then analysed, with balances relating to revenue recognised in advance, customers on payment plans and non-payment resulting from administrative queries considered to be of lower risk. A judgement is applied to the net balance based on historic experience on a percentage basis taking into account both the age and the reason items remain unpaid.

Impairment losses are taken through administrative expenses in the Statement of Comprehensive Income.

An additional charge for impairment of trade receivables of £0.3 million has been made during 2016 in excess of the charge which would arise under normal trading conditions and recorded in operating profit. Following the disappointing working capital performance in 2015, and notwithstanding the return to strong cash generation in 2016, there remains a legacy of old debt which arose during a period of disruption during the second half of 2015 and into the early part of 2016 arising from the implementation of a new accounting system. Whilst the Target Companies continue to make every effort in collecting all amounts due to it, given the age and magnitude of this outstanding debt, the Directors believe there remains significant uncertainty in being able to collect these amounts and therefore consider the value of this debt to be impaired. The underlying risk profile of the Target Companies' debtors has not fundamentally worsened; however, the ageing has made the debt balances harder to collect.

The gross ageing of trade receivables according to their original due date is detailed below:

		As at		As at
		31 December		1 July
	2016	2015	2014	2013
	£m	£m	£m	£m
Past due
0-30 days	2.2	1.6	0.7	0.7
31-60 days	0.2	0.9	0.6	0.6
61-90 days	0.2	0.5	0.1	0.3
91+ days	0.8 –––––––	0.8 –––––––	0.3 –––––––	0.4 –––––––
Total	3.4 ––––––––––––––	3.8 ––––––––––––––	1.7 ––––––––––––––	2.0 ––––––––––––––

Trade receivables that are less than 3 months past due are generally not considered to be impaired, except where specific credit issues or delinquency in payments have been identified. At 31 December 2016, there are debtors greater than 90 days past due with a carrying value of £0.3 million which have not been provided against. In making the assessment that these amounts are not impaired, the Directors have considered the quantum of amounts included in gross trade receivables which relate to amounts not yet included in income, including pre-event debt included in deferred income and amounts relating to VAT. The credit quality of trade receivables not yet due nor impaired has been assessed as acceptable.

The movement in the Target Companies provision for trade receivables during the year is as follows:

		As at		As at
		31 December		1 July
	2016	2015	2014	2013
	£m	£m	£m	£m
At 1 January/1 July	0.2	0.1	0.1	0.1
Provision for receivables impaired	0.3	0.1	0.1	–
Receivables written off during the year/period	(0.1) –––––––	– –––––––	(0.1) –––––––	– –––––––
At 31 December	0.4 ––––––––––––––	0.2 ––––––––––––––	0.1 ––––––––––––––	0.1 ––––––––––––––

Liquidity risk and Interest rate risk

The Target Companies are cash generative, have no debt and hence are not exposed to significant liquidity or interest rate risk.

Currency risk

The Target Companies operate predominantly in the UK and have minimal exposure to foreign currency risk. There are no assets and liabilities denominated in foreign currencies.

13. Pensions

The Target Companies contribute to individual and collective money purchase pension schemes in respect of Directors and employees once they have completed a requisite period of service. The charge in the periods in respect of these defined contribution schemes is included in note 3. Included within other payables is an amount of £13k (2015: £12k) (2014: £11k) in respect of the pension schemes.

14. Commitments and contingent liabilities

Operating lease commitments

At the balance sheet date, the Target Companies had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows

	As at	As at	As at
	31 December	31 December	31 December
	2016	2015	2014
	£m	£m	£m
Within one year Between one and five years After five years	0.1 0.5 – –––––––	0.1 0.1 – –––––––	0.1 0.1 – –––––––
Total	0.6	0.2	0.2
	––––––––––––––	––––––––––––––	––––––––––––––

Operating lease payments represent rentals payable by the Target Companies on its office property.

15. Related party transactions

Transactions and balances between Ascent Publishing Limited and Centaur Consumer Exhibitions Limited have been eliminated. The remuneration of key management personnel and directors is set out in note 4.

Prior to Centaur Media plc's disposal of the Target Companies, Centaur Media conducted a strategic review of the division, a continuing business, which is a predominantly standalone entity that is focused on a B2C audience and is distinct from the rest of the Centaur Media group, identifying the division as non-core. As a result of this strategic review process, the Target Companies is set to be acquired by Future plc.

The combined statement of comprehensive income of the Target Companies reflects allocations of general corporate expenses from Centaur Media including, but not limited to, directors, finance, legal, information technology, human resources, events and exhibition operations, digital and data operations and other shared services. These allocations were made on a direct usage basis when identifiable, with the remainder allocated on the basis of revenue, headcount or other relevant measures. These allocations have been considered to be a reasonable reflection of the utilisation of services by, or the benefits provided to, the Target Companies. These allocations were as follows:

			18 months
		Years ended	ended
		31 December	31 December
	2016	2015	2014
	£m	£m	£m
Directors	0.2	0.2	0.2
Finance	0.4	0.4	0.4
Legal	0.1	0.1	0.1
Information technology	0.2	0.1	0.1
Human resources	0.1	0.1	0.2
Events and exhibition operations	0.1	0.1	0.2
Digital and data operations	0.2	0.2	0.6
Other	0.3 –––––––	0.4 –––––––	0.4 –––––––
Total general corporate allocations	1.6 ––––––––––––––	1.6 ––––––––––––––	2.2 ––––––––––––––

These allocations may not, however, reflect the expenses the Target Companies would have incurred as a standalone company for the periods presented. Actual costs that may have been incurred if the Target Companies had been a standalone company would depend on a number of factors, including the chosen organisational structure, what functions were outsourced or performed by employees and strategic decisions made in areas such as information technology and infrastructure.

Invested capital on the combined statement of financial position and in the combined statement of changes in equity represents Centaur Media's historical investment in the Target Companies, the net effect of transactions with and allocations to Centaur Media and the Target Companies' accumulated earnings.

Net transfers to Centaur Media are included within invested capital. The components of net transfers to Centaur Media in the combined statement of changes in equity for all periods presented were as follows:

			18 months
		Years ended	ended
		31 December	31 December
	2016	2015	2014
	£m	£m	£m
Cash pooling and general financing activities	(6.0)	(2.5)	(4.6)
Corporate allocations	1.6	1.6	2.2
Reversal of recharges from Centaur Media	(0.1)	(1.0)	(0.8)
Income taxes	0.6 –––––––	0.5 –––––––	0.5 –––––––
Total net transfers to Centaur Media per combined
statement of changes in equity	(3.9) ––––––––––––––	(1.4) ––––––––––––––	(2.7) ––––––––––––––

The combined balance sheet of the Target Companies reflects balances with third parties which are held and managed by Centaur Media but pertain to the Target Companies. These balances were as follows:

			18 months
		Years ended	ended
		31 December	31 December
	2016	2015	2014
	£m	£m	£m
Prepaid expenses	0.2	0.1	0.1
Trade creditors	(1.0)	(0.3)	(0.3)
Accrued expenses	(0.3)	(0.4)	(0.4)
Social security and other taxes	(0.1) –––––––	(0.1) –––––––	(0.1) –––––––
Total net liabilities held by Centaur Media per
combined balance sheet	(1.2) ––––––––––––––	(0.7) ––––––––––––––	(0.7) ––––––––––––––

16. Principal subsidiaries

The combined historical financial information of the Target Companies represents the assets, liabilities, results and cash flows of the Target Companies carved out from the parent company, Centaur Media. The combined historical information of the Target Companies includes the specific legal entities in Centaur Media listed below, as well as assets, liabilities, results and cash flows pertaining to the Target Companies carved-out from other Centaur Media legal entities.

Details of principal subsidiaries are provided below:

Company name and registered number	Country of incorporation	Nature of business
Ascent Publishing Limited 02561341	England and Wales	Creation and distribution of information
Centaur Consumer Exhibitions Limited 07276298	England and Wales	Organisation of exhibitions

17. Post balance sheet event

No material events have occurred after the reporting period.

UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE GROUP

Section A: Accountant's Report on the Unaudited Pro Forma Financial Information

The Directors Future plc Quay House The Ambury Bath, BA1 1UA United Kingdom

7 July 2017

Dear Sirs

Future plc (the "Company")

We report on the pro forma financial information (the "Pro Forma Financial Information") set out in Section B of Part 10 of the Company's prospectus dated 7 July 2017 (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 Ascent Publishing Limited and Centaur Consumer Exhibitions Limited (the "Target Companies") might have affected the financial information presented on the basis of the accounting policies adopted by the Company in preparing the consolidated historical financial information for the period ended 30 September 2016 and the unaudited consolidated interim financial information for the period ended 31 March 2017. 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

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.

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.

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

Section B: Unaudited Pro Forma Financial Information

The unaudited pro forma net assets statement below has been prepared on the basis set out in the notes below to illustrate the effect of the Financing and Placing and the Acquisition on the consolidated net assets of the Group as at 31 March 2017 as if they had taken place on 31 March 2017.

The unaudited pro forma income statement below has been prepared on the basis set out in the notes below to illustrate the effect of the Financing and Placing and the Acquisition on the consolidated income statement of the Group for the year ended 30 September 2016 as if they had taken place at the beginning of that financial year. In addition, as Imagine Publishing Group was acquired by the Group after 30 September 2016, the pro forma income statement has been adjusted, as per note 7 below, to include a full year of the Imagine Publishing Group results as set out in Imagine Publishing Group's latest available financial statements, being for the year ended 31 March 2016, and as adjusted for the related acquisition adjustments which were set out in the associated prospectus issued by Future plc on 18 October 2016.

The unaudited pro forma income statement and unaudited pro forma net assets statement (together the "Unaudited Pro Forma Financial Information") have been prepared in a manner consistent with the accounting policies adopted by the Group for the year ended 30 September 2016 and the six months ended 31 March 2017 respectively, and in accordance with Annex II of the Prospectus Directive Regulation.

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 Group's financial position or results of operations actually would have been if the Financing and Placing or 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 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 A of this Part 10.

1. Unaudited pro forma statement of net assets

			Adjustments for the Acquisition and related Financing and Placing ––––––––––––––––––––––––––––––––––––––––––––––
	Consolidated net assets of the Group as at 31 March 2017 (Note 1) £m	Financing and Placing adjustments (Note 2) £m	Combined net assets of the Target Companies as at 31 December 2016 (Note 3) £m	Acquisition costs and related adjustments (Note 4) £m	Total £m
Assets
Non-current assets Property, plant and equipment Intangible assets – goodwill Intangible assets – other Deferred tax	0.9 46.4 12.4 1.7 –––––––––	– – – – –––––––––	– – 0.1 – –––––––––	– 30.2 – – –––––––––	0.9 76.6 12.5 1.7 –––––––––
Total non-current assets	61.4	–	0.1	30.2	91.7
Current assets Inventories Corporation tax recoverable Trade and other receivables Cash and cash equivalents Total current assets Total assets Non-current liabilities Financial liabilities – interest bearing loans and borrowings Financial liabilities – derivatives Corporation tax payable Deferred tax Provisions Other non-current liabilities	––––––––– 0.6 0.2 13.2 4.8 ––––––––– 18.8 ––––––––– 80.2 ––––––––– 9.4 0.1 2.1 1.5 1.4 0.6	––––––––– – – – 32.8 ––––––––– 32.8 ––––––––– 32.8 ––––––––– 10.1 – – – – –	––––––––– 0.5 – 3.6 0.2 ––––––––– 4.3 ––––––––– 4.4 ––––––––– – – – – – –	––––––––– – – – (30.4) ––––––––– (30.4) ––––––––– (0.2) ––––––––– – – – – – –	––––––––– 1.1 0.2 16.8 7.4 ––––––––– 25.5 ––––––––– 117.2 ––––––––– 19.5 0.1 2.1 1.5 1.4 0.6
Total non-current liabilities	––––––––– 15.1	––––––––– 10.1	––––––––– –	––––––––– –	––––––––– 25.2
Current liabilities Financial liabilities – interest bearing loans and borrowings Financial liabilities – derivatives Trade and other payables Corporation tax payable	––––––––– 0.6 0.1 25.0 1.4	––––––––– 1.6 – – –	––––––––– – – 5.3 0.6	––––––––– – – – (0.6)	––––––––– 2.2 0.1 30.3 1.4
Total current liabilities	––––––––– 27.1	––––––––– 1.6	––––––––– 5.9	––––––––– (0.6)	––––––––– 34.0
Total liabilities	––––––––– 42.2	––––––––– 11.7	––––––––– 5.9	––––––––– (0.6)	––––––––– 59.2
Net Assets/(Liabilities)	––––––––– 38.0 ––––––––––––––––	––––––––– 21.1 ––––––––––––––––	––––––––– (1.5) ––––––––––––––––	––––––––– 0.4 ––––––––––––––––	––––––––– 58.0 ––––––––––––––––

Notes

• (1) The Group's net assets as at 31 March 2017 have been extracted, without material adjustment, from Future's unaudited 2017 Interim Results, which have been incorporated by reference in Part 9 of this Prospectus.
• (2) The Acquisition will be funded through raising additional debt of £12 million and a share placing of £22 million less total costs of £1.2 million. This will result in an increase in the level of current debt (to £2.2 million) and non-current debt (to £19.5 million) net of £0.3 million bank arrangement fees and other costs. The Placing will result in additional cash of £22 million, less transaction costs of £0.9 million.
• (3) The Target Companies' net assets as at 31 December 2016 have been extracted, without material adjustment, from the combined statement of financial position of the Target Companies as at 31 December 2016, which is set out in Part 9 of this Prospectus.
• (4) Acquisition costs and related adjustments comprise the following:
• (a) As outlined in paragraph 13.9 of Part 11 of this Prospectus the amount of the consideration is subject to customary post-Completion adjustments based on the amounts of debt and cash and working capital in the Target Companies at Completion. Corporation tax payable is considered to be debt under the terms of the Share Purchase Agreement and is retained by Centaur Media, along with all cash and cash equivalents. A working capital adjustment is paid as part of completion and is therefore included in (c) below.
• (b) The cash outflow of £30.4 million reflects total consideration of £29.1 million as per (c) below plus £1.1 million of transaction costs, including stamp duty, and removal of £0.2 million of Target Companies' cash not being acquired per (a) above.
• (c) The Group will account for the Acquisition as an acquisition under IFRS by applying the purchase method. Under this method the cost of the Acquisition is the aggregate of the fair values, at the Acquisition date, of the assets and liabilities acquired. The identifiable assets and liabilities of the Acquisition will be measured initially at fair value at the Acquisition date. The excess of the cost of the Acquisition over the net fair value of the identifiable assets and liabilities is recognised 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 of £29.1 million will be payable in cash and will be funded through a share placing and additional debt funding of £12 million. This is subject to further deduction for customary post-Completion adjustments based on the amounts of debt, cash and working capital in the Target Companies at Completion.

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

	£m
Total enterprise value	32.0
Debt adjustment (i)	(1.8)
Working capital adjustment (ii)	(1.1) ––––––
Total consideration	29.1 ––––––
Net liabilities of the Target Companies at 31 December 2016 (iii)	(1.1) ––––––
Pro forma goodwill	30.2 –––––– ––––––

• (i) An adjustment to the total consideration is made for deferred income for future events and subscription liabilities (net of work in progress) that have been settled in cash prior to completion and other debt like items.
• (ii) As outlined in (a) above a working capital adjustment is made at Completion to true up final working capital to an agreed normalised position. The adjustment included in this pro forma is based on the working capital position at 31 December 2016.
• (iii) The net liabilities of the Target Companies have been adjusted to reflect the cash and corporation tax payable not acquired as detailed in (a) above.
• (5) In preparing the unaudited pro forma net assets statement no account has been taken of the trading or transactions of the Target Companies since 31 December 2016 or the Group since 31 March 2017.

2. Unaudited pro forma income statement

		Adjustments for the Imagine acquisition		Adjustments for the Acquisition and related Financing and Placing
Revenue	Income statement of the Group for the year ended 30 September 2016 (Note 6) £m 59.0	–––––––––––––– Results of Imagine Publishing Group for the year ended 31 March 2016 (Note 7) £m 16.4	Financing and Placing adjustments (Note 8) £m –	––––––––––––––––––––––––––––––––––––––––– Combined income statement of the Target Companies for the year ended 31 December 2016 (Note 9) £m 12.8	Acquisition costs and related adjustments (Note 10) £m –	Total £m 88.2
Operating profit
before share-based payments, depreciation, amortisation, exceptional items and impairment of intangible assets Share-based payments	5.2 (0.5)	3.3 –	– –	3.3 –	– –	11.8 (0.5)
Depreciation Amortisation Exceptional items Impairment of intangible	(0.4) (2.0) (3.5)	(0.1) (3.0) (2.6)	– – –	– (0.2) –	– – (1.1)	(0.5) (5.2) (7.2)
assets	(13.0)	–	–	–	–	(13.0)
Operating (loss)/profit Finance costs	(14.2) (0.7) –––––––	(2.4) (0.9) –––––––	– (0.4) –––––––	3.1 – –––––––	(1.1) – –––––––	14.6 (2.0) –––––––
Net finance costs	(0.7) –––––––	(0.9) –––––––	(0.4) –––––––	– –––––––	– –––––––	(2.0) –––––––
(Loss)/profit before tax Tax on (loss)/profit	(14.9) 0.5	(3.3) 0.3	(0.4) 0.1	3.1 (0.6)	(1.1) –	(16.6) 0.3
(Loss)/profit for the year from continuing operations Discontinued operations Profit for the year from	––––––– (14.4)	––––––– (3.0)	––––––– (0.3)	––––––– 2.5	––––––– (1.1)	––––––– (16.3)
discontinued operations	0.2 –––––––	– –––––––	– –––––––	– –––––––	– –––––––	0.2 –––––––
(Loss)/profit for the year attributable to owners of the parent	(14.2) ––––––– –––––––	(3.0) ––––––– –––––––	(0.3) ––––––– –––––––	2.5 ––––––– –––––––	(1.1) ––––––– –––––––	(16.1) ––––––– –––––––

Notes:

(6) All Future's income statement line items, except for the line item Operating profit before share-based payments, depreciation, amortisation, exceptional items and impairment of intangible assets and the line item share-based payments, have been extracted, without material adjustment, from Future's audited, consolidated income statement for the year ended 30 September 2016, which have been incorporated by reference in Part 9 of this Prospectus. In that consolidated income statement to 30 September 2016, share-based payments of £0.5 million were included within the reported line item Operating profit before depreciation, amortisation, exceptional items and impairment of intangible assets, which was £4.7 million within those accounts. In the interim results to 31 March 2017 the Group amended its definition of adjusted profit to present operating profit before share-based payments as well as before depreciation, amortisation, exceptional items and impairment of intangible assets and thus for this pro forma income statement the share-based payments of £0.5 million has been shown separately and Operating profit before share-based payments, depreciation, amortisation, exceptional items and impairment of intangible assets is £5.2 million, being the previously reported £4.7 million excluding share-based payments costs of £0.5 million.

(7) The results for Imagine Publishing Group for the 12 months ended 31 March 2016 have been derived from the following sources:

(a) Exceptional items: relates to transaction costs of £2.5 million and stamp duty costs of £0.1 million, in aggregate £2.6 million, as set out in the prospectus issued in October 2016 in relation to the acquisition of Imagine Publishing Group.

• (b) Finance costs: relates to the £1.6 million of finance costs which have been directly extracted as per (c) below as adjusted to remove a finance charge of £0.7 million relating to £24.4 million of loan notes which were not acquired, as set out in the prospectus issued in October 2016 in relation to the acquisition of Imagine Publishing Group.
• (c) All other income statement line items: have been extracted, without material adjustment, from the audited consolidated income statement of Miura Holdings Limited (Imagine Publishing Group's ultimate parent) for the 12 months ended 31 March 2016.
• (8) Financing and Placing adjustments comprise the following:
• (a) Financing costs of £0.4 million represent interest costs on the additional debt finance, as discussed in note 2 above. Interest rates are the same for both facilities and range from 2 per cent. to 2.5 per cent. (plus LIBOR) depending on the amount of the Group's total overall leverage. The tax effect of this adjustment is £0.1 million credit to the income statement.
• (b) Total transaction costs of £0.9 million are expected to be incurred related to the Placing which are expected to be directly associated with the issuance of shares and will be recorded against equity. These costs are not expected to be incurred on an ongoing basis in the Group. No tax benefit has been assumed for the transaction costs.
• (9) The Target Companies' income statement as at 31 December 2016 has been extracted, without material adjustment, from the combined income statement of the Target Companies as at 31 December 2016, which is set out in Part 9 of this Prospectus.
• (10) Total transaction costs of circa £1.1 million are expected to be incurred in relation to the Acquisition. The adjustment to the income statement is related to the advisor fees of circa £0.9 million and circa £0.2 million of stamp duty costs. These costs are not expected to be incurred on an ongoing basis in the Group. No tax benefit has been assumed for the transaction costs.

Following the Acquisition, as set out in note 4 above, the Group will perform an exercise to allocate the purchase price to identified assets and liabilities, which will include any identified intangible assets subject to amortisation. The related annual amortisation charge of those assets will result in a reduction to operating profit and earnings per share in future periods. As this fair value exercise has not yet been undertaken, no account has been taken in the pro forma of any additional amortisation charges that may arise following the Acquisition.

(11) In preparing the unaudited pro forma income statement no account has been taken of the trading or transactions of the Target Companies since 31 December 2016 and the Group since 30 September 2016.

ADDITIONAL INFORMATION

1. RESPONSIBILITY STATEMENT

The Company, the Directors, 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 places of business of the Company is at Quay House, The Ambury, Bath BA1 1UA, and 1-10 Praed Mews, Paddington, London W2 1QY and Richmond House, 33 Richmond Hill, Bournemouth, BH2 6EZ.
• 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.

Date	Number of Ordinary Shares issued	Total Ordinary Shares in issue
3 October 2012	134,400	333,116,572
9 October 2012	23,040	333,139,612
7 January 2013	5,443	333,145,055
10 January 2013	12,062	333,157,117
17 January 2013	15,882	333,172,999
23 January 2013	28,348	333,201,347
28 February 2013	927	333,202,274
14 March 2013	8,751	333,211,025
26 March 2013	4,193	333,215,218
12 April 2013	23,636	333,238,854
12 June 2013	99,539	333,338,393
26 June 2013	20,467	333,358,860

	Number of Ordinary	Total Ordinary Shares
Date	Shares issued	in issue
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
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
9 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
21 October 2016	179,567,841**	548,408,719
2 November 2016	22,000	548,430,719
21 December 2016	10,000	548,440,719
4 January 2017	730	548,441,449
5 January 2017	22,000	548,463,449
25 January 2017	1	548,463,450
2 February 2017 – share consolidation
(see paragraph 2.11 below)		36,564,230
10 February 2017	58	36,564,288

Date	Number of Ordinary Shares issued	Total Ordinary Shares in issue
13 February 2017 2 March 2017 8 March 2017 30 March 2017 5 April 2017 8 May 2017 6 June 2017 9 June 2017 22 June 2017 5 July 2017	1,714 666 40 866 35 3,144 1,476 9,230 1,107 23	36,566,002 36,566,668 36,566,708 36,567,574 36,567,609 36,570,753 36,572,229 36,581,459 36,582,566 36,582,589

Notes:

• * Placing with existing investors (further information on which is set out at paragraph 2.9 below)
• ** Consideration shares in connection with the acquisition of Miura (Holdings) Limited (further information on which is set out at paragraph 2.10 below)
• 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 "2015 Placing"). At this time, the Ordinary Shares issued pursuant to the 2015 Placing represented just under 10 per cent. of the issued share capital of the Company prior to the 2015 Placing. Immediately following the 2015 Placing, the Company's issued share capital consisted of 367,885,384 Ordinary Shares with a nominal value of one pence carrying one vote each.
• 2.10 On 21 October 2016 the Company completed the acquisition of 100 per cent. of the share capital of Miura (Holdings) Limited, the holding company and ultimate parent company of Imagine Publishing Limited, for total consideration of 179,567,841 new Ordinary shares in the Company which, at the closing price of 8.5p on 20 October 2016, represents consideration of £15.3 million. Immediately following completion, the Company's issued share capital consisted of 548,408,719 Ordinary Shares with a nominal value of one pence carrying one vote each.
• 2.11 With effect from 2 February 2017, the Company's 548,463,450 ordinary shares of 1p each in the capital of the Company then in issue were consolidated into 36,564,230 new Ordinary Shares. Such Ordinary Shares have the same rights and are subject to the same restrictions as ordinary shares in issue prior to the consolidation.
• 2.12 Immediately prior to the publication of this Prospectus, the issued and fully paid share capital of the Company consists of:

		Nominal value of
Class of share capital	Number of issued shares	shares issued
Ordinary Shares of 15p each	36,582,589	£5,487,388.35

2.13 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 Placing Shares which are to be issued on Admission), is as follows:

		Nominal value of
Class of share capital	Number of issued shares	shares issued
Ordinary Shares of 15p each	45,382,589	£6,807,388.35

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

			Percentage of
		Percentage	the Enlarged
		of the share	Share
	Number of	capital prior to	post
Shareholders	Ordinary Shares	Admission	Admission
Disruptive Capital	7,652,407	20.92%	16.86%
Clients of Aberforth Partners LLP	6,958,699	19.02%	15.33%
Hargreave Hale, stockbrokers	3,667,740	10.03%	8.08%
Lombard Odier Investment Managers	3,547,180	9.70%	7.82%
Investec Asset Management	1,923,687	5.26%	4.24%
Schroder Investment Management	1,678,622	4.59%	3.70%
Herald Investment Management	1,634,333	4.47%	3.60%
UBS Investment Bank	1,616,136	4.42%	3.56%
JO Hambro Capital Management	1,330,000	3.64%	2.93%
Mr Steven Boyd	1,212,451	3.31%	2.67%

2.15 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).

• 2.16 The ISIN of the Ordinary Shares is GB00BYZN9041 and the SEDOL number is BYZN904.
• 2.17 The legislation under which the Ordinary Shares were issued is the Act and regulations made under the Act.
• 2.18 The Ordinary Shares are denominated in sterling.
• 2.19 Save as disclosed in this Part 11, 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.
• 2.20 The expected issue date of the Placing Shares is 1 August 2017.

Options and Incentive Plans

Future plc Sharesave Plan

• 2.21 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 21,041.
• 2.22 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

2.23 The PSP is a share-based incentive scheme open to the executive Directors and certain other employees, usually based on a percentage of the participant's salary. Awards under this scheme are subject to stretching performance criteria measured against a combination of EPS and net cash flow or Adjusted EBITDA and share price performance, depending on the date of grant of the award. Unless the Remuneration Committee decides otherwise at the date of the award, awards will vest three years after the date of grant, subject to the participant's continued employment within the Future Group, assuming that the following performance criteria are achieved.

The board amended the performance criteria in respect of awards granted in July 2014 such that they align the management team on the same targets, being those which relate to the awards granted on 4 February 2015, 18 May 2015 and 3 August 2015.

Performance criteria in respect of awards granted on 16 July 2014, 4 February 2015, 18 May 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 21.0p, 12.5 per cent. will vest if the Group's EPS is 15.0p, and vesting will be on a pro rata straight-line basis between the two. If the Group's adjusted EPS is below 15.0p 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 £1.25 million, 12.5 per cent. will vest if the Group's Net Cash Flow is £0.25 million, 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 million none of that 50 per cent. of the award will vest.

Performance criteria in respect of awards granted on 30 November 2015:

• ● 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 22.5p, 12.5 per cent. will vest if the Group's EPS is 18.0p, and vesting will be on a pro rata straight-line basis between the two. If the Group's adjusted EPS is below 18.0p 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 2018 (the last financial year of the performance period) is £0.75 million, 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) million none of that 50 per cent. of the award will vest.

Performance criteria in respect of awards granted on 23 November 2016 and 2 February 2017:

• ● a maximum of 25 per cent. of an award will vest if the Group's Adjusted EBITDA for the year ended 30 September 2017 is at least £9.2 million. If the Group's Adjusted EBITDA is below £9.2 million none of that 25 per cent. of the award will vest;
• ● a maximum of 25 per cent. of an award will vest if the Group's Adjusted EBITDA for the year ended 30 September 2018 is at least £13.6 million. If the Group's Adjusted EBITDA is below £13.6 million none of that 25 per cent. of the award will vest;
• ● a maximum of 25 per cent. of an award will vest if the Group's share price performance in the period up to and including 30 September 2018 is above 195 pence. If the Group's share price performance is below 195 pence none of that 25 per cent. of the award will vest; and
• ● a maximum of 25 per cent. of an award will vest if the Group's share price performance in the period up to and including 30 September 2019 is above 300 pence. If the Group's share price performance is below 300 pence none of that 25 per cent. of the award will vest.

2.24 At the Last Practicable Date the total number of options to subscribe for Ordinary Shares that were outstanding under this scheme was 4,767,597.

Future plc Deferred Annual Bonus Plan

• 2.25 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.
• 2.26 At the Last Practicable Date the total number of options to subscribe for Ordinary Shares that were outstanding under this scheme was 14,453.

Future plc Share Incentive Plan

• 2.27 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.
• 2.28 At the Last Practicable Date the balance of matching share awards under this scheme was 1,179.

Organisational structure, subsidiary undertakings and other holdings of the Group

2.29 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%
A&S Publishing Company Limited †	Future Publishing Limited	100%
FutureFolio 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%

Name	Holding company	Percentage of issued share capital held by the holding company and voting power
Future Verlag GmbH ****	Future Publishing Holdings Limited	100%
Next Commerce Pty Ltd	Future Publishing (Overseas) Limited	100%
PricePanda GmbH	Next Commerce Pty Ltd	100%
Next Commerce Philippines Inc††	Next Commerce Pty Ltd	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 strike the company from the applicable register
• 2.30 The financial statements of the above companies are consolidated in the annual financial statements of Future for the year ended 30 September 2016, other than National Game Fair Limited (due to the 10 per cent. shareholding), Alocasia Limited (which is not a subsidiary of Future) and Miura (Holdings) Limited, Skaro (Holdings) Limited, Fascination (Holdings) Limited, Imagine Publishing Group Limited and Imagine Publishing Limited (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	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)
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

Location	Description	Term	Use	Building/site use area
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 20 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 31 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
	Surrender of 4th Floor premises on 30 September 2015			floor approximately 22,642 square feet)

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 dividend 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 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

Annual general meetings

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

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.

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.

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.

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.

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.

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.

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:

• (A) the chairman of the meeting; or
• (B) not less than five members present in person or by proxy having the right to vote on the resolution; or
• (C) 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
• (D) 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.

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).

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.

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.

Receipt of proxy

The appointment of a proxy shall:

• (A) 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
• (B) 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
• (C) 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 (A) 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.

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 re-appointed 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 Non-Executive 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 Non-Executive 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 Non-Executive 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 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 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.

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:

• (A) 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;
• (B) 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;
• (C) 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;
• (D) indemnification by the Company in relation to the performance of the Director's duties on behalf of the Company or its subsidiaries;
• (E) 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;
• (F) 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
• (G) 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

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.

Provided he or she has declared his or her interest, a Director may:

• (A) be party to, or otherwise interested in, any contract with the Company or in which the Company has a direct or indirect interest;
• (B) 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;
• (C) 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);
• (D) 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
• (E) 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

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.

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.

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:

• (A) 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
• (B) the relevant Director and any other Director with a similar interest may, if the other members of the Board so decide, be excluded from any Board meeting while the Conflict of Interest is under consideration.

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"):

• (A) the Board may (whether at the relevant time or subsequently):
• (i) 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
• (ii) 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;
• (B) 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;
• (C) 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;
• (D) 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
• (E) 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.

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 paragraph 9 of this Part 11.

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.

4.28 Power to change the name of the Company

The Directors may change the name of the Company.

5. DIRECTORS' SHARE INTERESTS AND OPTIONS

5.1 The interests of the Directors, 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:

		Immediately prior to Admission		Immediately following Admission
		Percentage		Percentage
	Number of Ordinary	of issued Ordinary	Number of Ordinary	of issued Ordinary
Director	Shares	Shares	Shares	Shares
Peter Allen	73,333	0.20%	86,167	0.19%
Zillah Byng-Thorne	92,256	0.25%	108,401	0.24%
James Hanbury	38,669	0.11%	45,436	0.10%
Manjit Wolstenholme	16,859	0.05%	16,859	0.04%
Penny Ladkin-Brand	26,076	0.07%	31,780	0.07%
Hugo Drayton	0	0%	0	0%

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

					Exercise	Balance at
		Price			price	the Last
	Date	paid for	Earliest	Expiry	per	Practicable
Director	of grant	grant	exercise date	date	share (p)	Date
PSP
Zillah Byng-Thorne	16 Jul 2014	Nil	27 Nov 2017	N/A	Nil	166,666
	30 Nov 2015	Nil	30 Nov 2018	N/A	Nil	166,666
	23 Nov 2016	Nil	23 Nov 2019	N/A	Nil	529,702
	2 Feb 2017	Nil	23 Nov 2019	N/A	Nil	529,702
Penny Ladkin-Brand	3 Aug 2015	Nil	3 Aug 2018	N/A	Nil	109,855
	30 Nov 2015	Nil	30 Nov 2018	N/A	Nil	83,333
	23 Nov 2016	Nil	23 Nov 2019	N/A	Nil	378,358
	2 Feb 2017	Nil	23 Nov 2019	N/A	Nil	378,358
Sharesave
Zillah Byng-Thorne	13 Dec 2013	Nil	1 Feb 2017	1 Aug 2017	195.0	4,615

5.3 Further information on the share option and incentive schemes of the Company is included in paragraphs 2.21 to 2.28 of Part 11 of this Prospectus.

6. DIRECTORS' 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 £724,000. The aggregate remuneration (including pension fund contributions and benefits in kind but excluding bonuses) of the Directors in respect of the current financial year (under the arrangements in force at the date of this Prospectus) is expected to be £908,000 in addition to which transaction bonuses of £475,000 in aggregate have been awarded to Zillah Byng-Thorne and Penny Ladkin-Brand in respect of the Imagine acquisition which were paid in October 2016. In the financial 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/£
Peter Allen	101,000	0	0
Zillah Byng-Thorne	300,000	10,000	37,000
Hugo Drayton	40,000	0	0
James Hanbury*	0	0	0
Penelope Ladkin-Brand	178,000	0	8,000
Manjit Wolstenholme	50,000	0	0

Note: James Hanbury was appointed to the Board on 21 October 2016 and consequently no remuneration is included in the table above.

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	3 August 2015	One year, 11 months	Continuous*
Zillah Byng-Thorne	18 November 2013	Three years, seven months	Continuous*
Peter Allen	5 August 2011	Five years, 11 months	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	Two year, seven months	Initial term expires on 30 November 2017**
Manjit Wolstenholme	9 February 2011	Six years, four months	Initial term expired on 8 February 2014; informally extended (by mutual agreement) on 9 February 2014 on a continuous basis**
James Hanbury	21 October 2016	Eight months	Initial term of three years from 21 October 2016***

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 £250,000 per annum subject to annual review. She was paid a salary of £178,000 in the financial year ending 30 September 2016. 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 2 April 2014, on 3 February 2015 and subsequently on 12 March 2015. Zillah now acts as the chief executive officer. Zillah is entitled to a fixed salary of £350,000, and was paid a salary of £300,000 in the financial year ending 30 September 2016. 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 £101,000 in the financial year ending 30 September 2016. 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 £40,000 in the financial year ending 30 September 2016. 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 £50,000 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 16 October 2016, following the acquisition of Imagine. 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.

7. ADDITIONAL INFORMATION ON THE DIRECTORS

7.1 Set out below are the current and former directorships of the Directors: ^I 14.1

Peter Allen

Current directorships Advanced Medical Solutions Group plc Clinigen Group plc Diurnal Group plc Future plc Oxford Nanopore Technologies Limited

Zillah Byng-Thorne

Current directorships Etihad Topco Limited Professional Publishers Association Ltd Future Holdings 2002 Limited Future Publishing Holdings Limited Future Verlag GmbH**** Future plc Sarracenia Limited A&S Publishing Company Limited Future Publishing Limited Future Publishing (Overseas) Limited FutureFolio Limited Byng & McKenzie Consultants Ltd

Past directorships (within last five years)

BBI Diagnostics Group 2 plc Chroma Therapeutics Limited Mecom Group Limited** Prostrakan Group plc Proximagen Group Limited Scancell Holdings plc St Mary's School (Calne) Services Limited The Calne Foundation Trust TMO Renewables Limited*****

Past directorships (within last five years) One Rebel Ltd Betfair Group Limited Trainline Investments Holdings Limited Delta Point Associates Limited** CSL Media Limited* Hope Lodge (Management) Limited Music Maker Publications (Holdings) Limited* Music Maker Limited* Future (Business Entertainment) Publishing Limited* Chester Square Limited* Future (Motoring) Publishing Limited*

Zillah Byng-Thorne (continued)

Current directorships MAXZA Enterprises Limited PaddyPowerBetfair PLC Miura (Holdings) Limited Fascination (Holdings) Limited Skaro (Holdings) Limited Imagine Publishing Group Limited Imagine Publishing Limited Next Commerce Pty Ltd Go Compare plc Future US, Inc

James Hanbury

Current directorships Downe House Foundation Jach Management Ltd

Past directorships (within last five years) FutureFolio IP Limited* Auto Trader National Sales Limited Auto Trader Limited Auto Trader Holding Limited 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 Future IP Limited* Beach Magazines and Publishing Limited* Future Network Limited* FXM International Limited*

Past directorships (within last five years) Mujo Mechanics Limited Incisive Media Investments Limited Buckley Publishing Company Limited** XGTF 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** Imagine Publishing Limited Miura (Holdings) Ltd Incisive Media Holdings Limited***

Manjit Wolstenholme

Current directorships

Future plc Provident Financial plc Cala Group (Holdings) Limited Cala Group Limited Cala 1 Limited The Gala Film Partners LLP The Unite Group plc CMC Markets plc

Penny Ladkin-Brand

Current directorships

Future plc FutureFolio Limited Future Publishing Holdings Limited Future Holdings 2002 Limited A&S Publishing Company Limited Sarracenia Limited Future Publishing (Overseas) Limited Future Publishing Limited Brand and Brand Consulting Limited Miura (Holdings) Limited Fascination (Holdings) Limited Skaro (Holdings) Limited Imagine Publishing Group Limited Imagine Publishing Limited Next Commerce Pty Ltd Future US, Inc.

Past directorships (within last five years) Albany Investment Trust plc** Private Banking Training Limited Capital & Regional plc Manchester Academic Health Science Centre

Past directorships (within last five years)

Music Maker Publications (Holdings) Limited* CSL Media Limited* Music Maker Limited* Future (Business Entertainment) Publishing Limited* Chester Square Limited* Future (Motoring) Publishing Limited* FXM International Limited* Future IP Limited* Beach Magazines and Publishing Limited* Future Network Limited* Noble House Media 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 have had any convictions in relation to fraudulent offences for at least the previous five years;
• (B) none of the Directors 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 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 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 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 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 30 September 2016, the actual number of people employed by the Group was 449 (2015 continuing: 521). Of those, in respect of the Group's reportable segments 390 (2015 continuing: 448) were employed in the UK and 59 (2015 continuing: 73) were employed in the US. In 2016, there were 399 production staff and 89 administration staff.
• 8.4 As at the Last Practicable Date, the actual number of people employed by the Group was 573.

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, James Hanbury 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, James Hanbury 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 its existing facilities, 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 2017, 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, FPL entered into the Noble House Media SPA with the Noble Sellers, pursuant to which FPL 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.

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 FPL entered into the Blaze APA, pursuant to which FPL 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.

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). In January 2017, Future Publishing (Overseas) Limited agreed with the sellers to pay deferred consideration of £0.7 million in cash instead of shares in Future.

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 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 Imagine SPA

On 23 June 2016, the Company entered into the Imagine SPA, pursuant to which the Company agreed to issue 179,567,841 Ordinary Shares to the Imagine Sellers.

The Imagine SPA 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 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.

The Imagine SPA contains customary warranties relating to Imagine, which are given by the Warrantors (being the management team of the Imagine Publishing Group.

As part of the transaction, Future and the Imagine Sellers entered into a tax deed, which 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.

13.5 Team Rock Asset Purchase Agreement

On 6 January 2017, Team Rock (in administration and acting by its Administrators) and FPL entered into an asset purchase agreement, pursuant to which FPL agreed to purchase the assets from Team Rock. Completion of this transaction occurred on 6 January 2017.

The consideration for the transfer of the assets was the sum of £800,000 (which was paid in cash on completion of the transaction) and, in addition, FPL assumed the subscription liabilities of Team Rock. Substantially all of the assets were previously owned by FPL and were sold to Team Rock in 2013 for a consideration of £10.2 million.

Given that the assets were purchased from the Administrators, the asset purchase agreement does not contain customary warranties. Any claim in respect of the agreement must be brought as an unsecured claim against Team Rock.

13.6 Facilities Agreement

On 20 October 2016 the Company entered into the Facilities Agreement with the Bank. The facilities made available under the Facilities Agreement were used to refinance existing debt of the Company and fund costs associated with the acquisition of Imagine, and to fund the working capital of the Group. In addition to the committed Facilities Agreement, the Company also has 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 ondemand 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 other 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. of turnover, assets and EBITDA15 (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.

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.

13.7 Lock-in deeds

Pursuant to the acquisition of Imagine certain shareholders of Imagine who were issued Ordinary Shares as part of the acquisition, entered into lock in deeds on 17 October 2016 with the Company, undertaking 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 Ordinary Shares held by such person for the first year after the admission of such shares and (ii) 50 per cent. of the Ordinary Shares held by them for a further period of six months after such period.

13.8 New Facility

On 7 July 2017, the Group entered into an amendment of the Facilities Agreement to borrow a further £12,000,000, in order to partly fund the acquisition of the Target Companies. The scheduled final maturity date for this additional facility is June 2021. In addition, the amount drawn under this additional facility is required to reduce over time prior to its final maturity in accordance with a schedule of reduction instalments which commences in September 2018. The New Facility incorporates a guarantee from the Company and the other Guarantors.

The New Facility has been made available by the Bank on a "certain funds" basis meaning that there are only limited circumstances relating to the existing members of the Group (e.g. a member of the existing Group becomes insolvent) that will entitle the Bank to refuse to make available the New Facility. All of the documentary conditions precedent relating to the availability of the New Facility are either satisfied or are in agreed form and will be formally satisfied immediately prior to the completion of the Acquisition.

13.9 Share Purchase Agreement

On 7 July 2017, the Company (in its capacity as guarantor for FPL's obligations) and FPL entered into the Share Purchase Agreement with the Vendor to acquire the Target Companies for an enterprise value of £32 million less £1.75 million (representing the net amount of cash-backed deferred income and associated costs and other debt like items, resulting in a net cash consideration of approximately £30.25 million which is subject to further adjustment for customary post-Completion adjustments based on the amounts of debt, cash and working capital in the Target Companies at Completion.

¹⁵ The definition of EBITDA in the Facilities Agreement also includes (amongst other things) exceptional items.

The Share Purchase Agreement contains a set of warranties given by the Vendor which are customary for a transaction of this nature. The warranties relate to, amongst other things, title and capacity, authority and solvency matters, accounting and financial matters, trading, intellectual property, litigation, and compliance with law and taxation in relation to the Target Companies. Certain financial and time limitations apply to the ability of FPL to claim under the warranties, as is customary for a transaction of this nature.

Completion is conditional upon (amongst other things) the approval of the sale of the Target Companies by the shareholders of Centaur Media, the ultimate parent of the Vendor through the passing of the Resolution, the availability of the New Facility having not been withdrawn or revoked, and the Placing Agreement being entered into and becoming unconditional in all respects (save in respect of Admission), in accordance with its terms and the UKLA having formally approved this Prospectus.

The Share Purchase Agreement contains a break clause pursuant to which (1) the Vendor will be liable to pay a break fee equal to 1.0 per cent. of Centaur Media's market capitalisation as at the close of business on 30 September 2017 inclusive of VAT (if applicable) (less £1.00 and less the amount of certain expenses of Centaur Media relating to the preparation of this document which Future has agreed to bear ("Expenses") which remains unpaid) to the Company if the Resolution approving the sale of the Target Companies by the shareholders of Centaur Media is not passed on or before 1.00 p.m. on 30 September 2017; and (2) FPL will be liable to pay Centaur Media a break fee of £1.6 million (less any Expenses already paid) if the Resolution has been passed by 30 September 2017 and the Placing Agreement has not become unconditional in all respects and/or the UK Listing Authority has not approved this Prospectus, on or before 30 September 2017.

13.10 Tax Deed

Pursuant to the Share Purchaser Agreement, at Completion, FPL and the Vendor will enter into a Tax Deed pursuant to which Vendor will indemnify FPL for any tax liabilities of the Target Companies relating to the time period on or before Completion. The indemnity to be provided by the Vendor is subject to certain exclusions and financial limits.

13.11 Transitional Services Agreement

As part of the Acquisition, the Vendor and the Target Companies will enter into the TSA at Completion, relating to the provision of transitional and content services by the Vendor to the Target Companies for up to 6 months following Completion. Pursuant to the TSA, the Vendor will provide back-office services to the Target Companies for a maximum term of 6 months to a value of up to £450,000. Any extension of the term beyond 6 months will be subject to agreement between the parties. These services will include IT services, credit control, central tele-sales and certain other head-office services. The services offered by the Vendor to the Target Companies will utilise existing technology, resources and employees currently within the group of the Vendor.

The sums payable under the TSA will be in addition to and separate from the consideration payable under the Share Purchase Agreement.

13.12 Placing Agreement

On 7 July 2017, the Company and the Joint Brokers entered into the Placing Agreement pursuant to which, on the terms and subject to certain conditions contained therein, each of the Joint Brokers has agreed to procure subscribers for (or, failing which, the Joint Brokers shall each subscribe themselves) the Placing Shares to be issued to the Joint Brokers at the Placing Price. Pursuant to the Placing Agreement, the Joint Brokers have agreed to procure that the net proceeds of the Placing are paid to the Vendor's solicitors on behalf of the Vendor.

In consideration of its services under the Placing Agreement, and subject to its obligations under the Placing Agreement having become unconditional and the Placing Agreement not being terminated, the Company has agreed to pay to (i) the Joint Brokers a commission of 3.0 per cent. of the aggregate value of the Placing Shares at the Placing Price; and (ii) Numis a corporate finance fee of £320,000. In addition to the commission set out above (and whether or not the Placing Agreement is terminated), the Company has agreed to pay or cause to be paid (together with, in each case, any related VAT) certain costs, charges, fees and expenses of, or in connection with, or incidental to, amongst other things, the Placing.

The Company has given certain customary warranties and a customary indemnity to the Joint Brokers in relation to the Placing. The Joint Brokers are entitled to terminate the Placing Agreement in certain circumstances prior to Admission, including circumstances where any of the warranties are found not to be true or accurate in any material respect or were misleading, or the occurrence of certain force majeure events.

The obligations of the Joint Brokers under the Placing Agreement are subject to Admission becoming effective by no later than 8.00 a.m. on 1 August 2017 (or such later time and/or date as the Company and the Joint Brokers may agree) and certain other customary conditions that are typical for an agreement of this nature including, amongst others:

• ● the Share Purchase Agreement having become unconditional in all respects, save for Admission and any conditions relating to the Placing Agreement having become unconditional; and
• ● the Company having complied with and not being in breach, at any time prior to Admission, of any of its obligations under the Placing Agreement which fall to be performed or satisfied prior to Admission.

If any of the conditions to the Placing Agreement are not satisfied (or waived by the Joint Brokers), or have become incapable of being satisfied, by the required time and date (or by such later time and/or date as the Joint Brokers may agree) the Joint Brokers may terminate the Placing Agreement in certain circumstances, but only prior to Admission. The Placing Agreement will become unconditional, and the Joint Brokers' right to terminate the Placing Agreement will cease, from Admission.

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 currently entitled to an annual dividend allowance which exempts from tax his or her first £5,000 of dividend income (the UK Government has proposed a reduction in the annual dividend allowance to £2,000 with effect from 06 April 2018). 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 Placing Shares will be free of stamp duty and SDRT unless the Placing 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. Placing Shares issued directly to a clearance service or depositary receipts arrangement should not attract a stamp duty reserve tax charge on the basis that HM Revenue and Customs has acknowledged that the imposition such a charge on a fresh issue of shares is not compatible with EU law.

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 is a member firm of the Institute of Chartered Accountants in England and Wales and has given and has not withdrawn its written consent to the inclusion of its report concerning the financial information relating to the Target Companies as included in Section B of Part 9 (Historical Financial Information) of this Prospectus and its report concerning the pro forma financial information as included in Section A of Part 10 (Unaudited Pro Forma Financial Information of the Group) of this Prospectus, in the form and context in which they appear, and has authorised the contents of these reports for the purposes of Rule 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 Transaction, 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 £2.1 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

The Group had no material transactions with related parties in the financial years ended 30 September 2016, 2015 or 2014, nor in the period since 30 September 2016.

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) FPL 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. FPL is liable to pay royalties to Sony in consideration of the licence.
• (C) FPL and Gawker Media LLC entered into a content licence agreement, effective 1 January 2016 for an initial term of one year, which has been extended until 31 December 2017. Following Gawker's bankruptcy in 2016, FPL's agreement was assigned to Univision Communications, Inc. and subsequently, following a group reorganisation, to a new company, Gizmodo Media Group LLC. Pursuant to the licence, Gizmodo grants FPL an exclusive nonsublicensable licence to reproduce, translate, display, distribute and use Gizmodo's's licenced content in the UK through its Gizmodo, Kotaku and lifehacker. FPL 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 2014, 30 September 2015 and 30 September 2016 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:

• (A) the Articles;
• (B) the historical financial information relating to the Group included in the Annual Reports (together with the audit report thereon);
• (C) written consent of PricewaterhouseCoopers LLP; and
• (D) a copy of this Prospectus.

This Prospectus is dated 7 July 2017.

DEFINITIONS

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

"2015 Placing"	has the meaning given to it in paragraph 2.9 of Part 11 of this Prospectus
"Acquisition"	the acquisition of the Target Companies by FPL on the terms and conditions set out in the Share Purchase Agreement
"Adjusted EBITDA"	earnings before share based payments, interest, tax, depreciation, amortisation, impairment of intangible assets and exceptional items
"Admission"	the admission of the Placing 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 Placing 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 2014, 30 September 2015 and 30 September 2016
"Articles"	the articles of association of the Company
"Asset Transfer Agreement"	the asset transfer agreement dated 5 July 2017 between the Vendor, Centaur Media and the Target Companies referred to in paragraph 3 of Part 5 of this Prospectus
"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 FPL and Blaze, details of which are set out in paragraph 13.2 of Part 11 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
"Centaur Media"	Centaur Media plc
"certificated" or "in certificated form"	an Ordinary Share which is not in uncertificated form
"City Code"	the City Code on Takeovers and Mergers
"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 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
"EBITDAE"	earnings before interest, tax, depreciation, amortisation and exceptional items
"EEA"	the European Economic Area
"Enlarged Group"	the Company and its subsidiaries and subsidiary undertakings including, after the Acquisition, the Target Companies and from time to time thereafter
"Enlarged Share Capital"	the Existing Ordinary Shares and the Placing 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 36,582,589 Ordinary Shares currently in issue
"Financing"	the financing of the Company pursuant to the New Facility
"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)
"FPL"	Future Publishing Limited
"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 Target Companies
"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"	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
"Imagine SPA"	the share purchase agreement between the Company, the Imagine 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 paragraph 13.4 of Part 11 of this Prospectus
"ISIN"	International Security Identification Number
"Joint Brokers"	Numis and N+1 Singer
"Kelsey Media"	Kelsey Publishing Limited
"Last Practicable Date"	6 July 2017
"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
"London Stock Exchange"	London Stock Exchange plc
"Long Stop Date"	30 September 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 paragraph 3 of Part 5 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 paragraph 3 of Part 5 of this Prospectus
"Mortons Media"	Mortons Media Group Limited
"N+1 Singer"	Nplus1 Singer Advisory LLP
"New Facility"	has the meaning given to it in paragraph 3 of Part 5 of this Prospectus
"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 paragraph 13.3 of Part 11 of this Prospectus
"Noble House Media"	Noble House Media Limited
"Noble House Loan"	has the meaning given to it in paragraph 13.1 of Part 11 of this Prospectus
"Noble House Media SPA"	the share purchase agreement dated 5 April 2016 entered into between FPL and the Noble Sellers, details of which are set out in paragraph 13.1 of Part 11 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 15p each in the capital of the Company, other than in respect of the period prior to 2 February 2017 where references to Ordinary Shares are to ordinary shares of 1 pence each in the capital of the Company
"PC"	personal computer
"Placee"	the purchasers of the Placing Shares pursuant to the Placing
"Placing"	the conditional placing of the Placing Shares by the Joint Brokers as agent for the Vendor, pursuant to the Placing Agreement

"Placing Agreement"	the conditional agreement dated 7 July 2017 between (1) the Company; (2) Numis; and (3) N+1 Singer relating to the Placing
"Placing Shares"	8,800,000 Ordinary Shares to be placed with the Placees pursuant to the Placing Agreement
"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 paragraph 4.18 of Part 11 of this Prospectus
"Remuneration Committee"	the remuneration committee of Future
"Resolution"	the ordinary resolution to be proposed at the general meeting of Centaur Media to approve the sale of the Target Companies
"RPI"	retail price index
"SEDOL"	Stock Exchange Daily Official List
"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 dated 7 July 2017 between FPL, the Vendor and the Company, details of which are set out in paragraph 13.9 of Part 11 of this Prospectus
"Share Schemes"	The Sharesave Plan, the PSP, the DABS and the SIP
"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
"Target Companies"	Ascent Publishing Limited and Centaur Consumer Exhibitions Limited
"Tax Deed"	the tax deed to be entered into on Completion between the Vendor and FPL
"Team Rock"	Team Rock Limited
"Transaction"	the Acquisition and the Placing
"TSA"	the transitional services agreement to be entered into on Completion between the Vendor and the Target Companies for the provision of transitional and content services
"TSR"	total shareholder return
"UK Corporate Governance Code" or "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