Conduit Hldg Regulatory News (CRE)

28 November 2013

Creston plc

('Creston' or the 'Group')

Half year results for the six months ended 30 September 2013

Creston plc (LSE: CRE), the digitally focused insight and communications group, today announces its half year results for the six months to 30 September 2013 ('the Period').

Group Financial Highlights

· Revenue of £35.7 million (H1 2013: £37.2 million)

· Headline1 EBITDA2 of £4.6 million (H1 2013: £5.4 million)

· Headline PBIT3 of £3.6 million (H1 2013: £4.4 million)

· Headline DEPS4 of 4.35 pence (H1 2013: 7.44 pence)

· Half year dividend per share increased by 20 per cent to 1.20 pence (H1 2013: 1.00 pence) per share

· Total cash5 of £0.1 million (H1 2013: Total debt5 of £4.9 million)

Corporate and Operational Highlights

· Strong new business performance:

o Net new business wins with annualised revenue of £7.9 million (H1 2013: £3.1 million)

o New clients include Bentley, HSBC, Novartis, Reckitt Benckiser and Sony PlayStation

o Performance continuing - further two major contracts won post Period

· Progress made in Group:

o Digital and online revenue growth of 11 per cent, representing 52 per cent of Group revenue (H1 2013: 45 per cent)

o 'Better Together' strategy supported by completion of co-location strategy - from over 20 property leases to eight

o Insight division recovery with growth and a return to an 18 per cent PBIT margin

o Health division strengthened with the launch of conflict PR agency Liberation Communications and start-up brand and creative consultancy Loooped

· Positioned to capitalise on first half new business wins and improvement in prospects for the industry

Commenting on the results, Don Elgie, Group Chief Executive of Creston plc, said:

"Revenue and profits for the six months are lower than previously anticipated, primarily as a result of volatility related to the phasing of some client work across the Group and the exceptional amount of time incurred in new business activity. It has been a successful first half for the Group in many other respects, particularly in terms of net new business wins, having secured an annualised £7.9 million of work for new clients compared to £3.1 million in the prior year period. These wins will start to benefit the Group in the second half of the year and will help compensate for the volatility in some of our clients' activity. As in previous periods we anticipate increased revenues in the second half of the year, with full year revenues being broadly flat year-on-year.

"We also completed the co-location of our UK businesses in the period and, whilst this has increased our operating costs, we are already seeing significant benefits in terms of client referrals and successful joint pitches.

"The Group is therefore well-positioned for future revenue and profit growth and our confidence is further underpinned by signs of improvement in the prospects for our industry, such as the latest IPA Bellwether survey showing the fastest growth rates in advertising spending recorded. The work we have done in recent years to position Creston in the fast growing areas of communications, such as digital, will see us well placed to take advantage as volatility reduces and client budgets are under less pressure."

Group Financial Results

1. Headline results reflect the underlying performance of the Group and excludes property related costs, acquisition, start-up and restructuring related costs, movement in fair value of deferred consideration, amortisation of acquired intangibles, deemed remuneration charges and notional finance costs. A full reconciliation is presented in note 4 to this interim announcement.

2. Earnings before finance costs, finance income, taxation, depreciation and amortisation (EBITDA).

3. Profit before finance income, finance costs and taxation (PBIT).

4. Diluted earnings per share (DEPS).

5. Total cash/debt is cash less borrowings together with the provision for deferred consideration.

There will be a presentation for analysts today at 09.30 at Creston House, 10 Great Pulteney Street, London, W1F 9NB.

For further information on the Group's half year results or about the analyst meeting please contact:

About Creston plc

Creston plc (LSE: CRE) is a digitally focused insight and communications group. The Group delivers a range of marketing services, including advertising, brand consultancy, CRM, digital and direct marketing, health communications, local marketing, market research, PR and social media marketing to a broad spectrum of blue-chip global clients. Our insight companies give us a real edge, providing the analytic intelligence to enable us to deliver original thinking that engages audiences, invites participation and influences future trends. www.creston.com

Chief Executive's Statement

Group Performance

During the first six months of the current financial year, Group revenue was below expectations at £35.7 million (H1 2013: £37.2 million), primarily as a result of volatility related to the phasing of some client work across the Group and the exceptional amount of time incurred in new business activity. The high level of new business pitching activity has led to net new business wins with annualised revenue of £7.9 million - over twice as much compared with the prior year period - and includes material new client contracts from HSBC and Reckitt Benckiser. These wins, added to the signs of improvement in the UK advertising spend, will have a positive impact on the second half and beyond.

During the first six months of the current financial year, our UK-based companies have performed well, with revenue growing by 3 per cent and Headline PBIT by 19 per cent compared with H1 2013. As expected, our US-based agency, the Cooney Waters Group, declined in the Period and has made good progress in replacing its previously announced lost client. Through new client wins it is positioned to have a much stronger second half and beyond, similar to the UK group.

The reduced US revenue and profits, plus the increased property costs of our new offices resulting from the completion of our long term co-location strategy have given rise to the lower financial performance compared to the prior year Period, with Group Headline EBITDA of £4.6 million (H1 2013: £5.4 million), Group Headline PBIT of £3.6 million (H1 2013: £4.4 million) and Group Headline PBT of £3.6 million (H1 2013: £4.4 million). Headline DEPS decreased to 4.35 pence per share (H1 2013: 7.44 pence) and a decline was expected due to the tax credit taken in the same prior year period (see note 6 to this interim announcement).

Reported PBT was £1.6 million (H1 2013: £7.9 million), with the difference between Headline and Reported PBT largely due to the one-off property related costs resulting from the co-location of our London-based companies. The prior year included the revaluation credit of the estimated deferred consideration (see note 4 for reconciliation from Headline to Reported).

Digital and online work is central to our client offer with growth in revenues during the Period of 11 per cent, representing 52 per cent (2013: 45 per cent) of Group revenue during the Period. The target had been for our digital and online revenue to be greater than half of the Group's revenue in FY15 and to exceed this target by H1 FY14 demonstrates that the Group's transition continues apace. Innovative campaigns and high-profile reactive social media work are helping to position Creston as one of the leaders in the provision of integrated digital marketing solutions.

We remain committed to strengthening our client offer and investing for growth. The launch of a small healthcare public relations company, Liberation Communications, was completed during the Period for the purpose of servicing conflict business. We have also launched a health brand and creative consultancy post Period, Loooped, after attracting two senior industry figures from a competitor group.

Over half of the Group has relocated into our new flagship London office in the Period as the Group's long term co-location strategy was concluded. This increased our operating costs in H1 and will add approximately £0.8 million in FY14 but this is an important investment in order to work more collaboratively in the future, providing our existing and new clients a continually innovative service. The London-based companies, which completed their co-location by the end of September, have already referred three client opportunities to each other and the close working relationship under our Better Together ethos has accelerated.

As previously reported, there have been associated one-off costs with the London co-location, such as double rent and rates and onerous lease provisions and in the Period there has been a related charge of £1.4 million added back to our Headline figures in order to show the underlying operating performance. This charge is a mixture of cash and non-cash items and is funded by the £7.2 million received in the previous financial year for the reverse premium and contribution to the dilapidations obligation (see note 13 for further detail). There will be no further material one-off charges associated with the co-location.

Business Review

The respective revenue, Headline PBIT and percentage contributions per division are as follows:

Communications

The Group's Communications division saw a busy start to the financial year, with the very high level of new business activity pointing to a second half that should be stronger in revenue and Headline PBIT margin than both H2 2013 and H1 2014. The revenue decline to £19.9 million (H1 2013: £20.7 million) reflects the phasing and volatility in some of our clients' budgets and workflow, alongside the significant unbillable time invested in new business pitching. We continue to manage the cost base very closely and, as expected, the increased property costs have impacted profitability. As a result of this, plus the lower revenue, Headline PBIT declined to £2.5 million (H1 2013: £3.1 million).

The Communications division has been working hard to benefit from its position on the Government Procurement Services roster, requiring a large time commitment to pitch for campaigns which are initially relatively small but we believe should grow in size throughout the life of the contract. Whilst it has impacted margins in the short term, this resource investment is important since it is a three to five-year contract and the reduction in the number of marketing agencies utilised by the Government suggests significant new business potential over the life of the contract. To date, the Communications division has won four campaigns related to child benefits, benefit fraud, fire safety and child maintenance. We have a successful track record of working for public sector clients and as the campaigns begin to grow, so should the associated revenue.

In addition to the Government Procurement Services contracts, other material and exciting new client wins in the first half of the year for the Communications division include Bentley, HSBC, Reckitt Benckiser and Sony PlayStation. These new accounts have long term growth potential, similar to existing long term clients such as Diageo, Unilever and Sainsbury's which we have continued to grow from winning additional brands or being added to additional rosters to provide new services, such as the digital marketing roster for Sainsbury's.

Following the new client and additional brand wins, a stronger second half will also be supported by the growing international reach of the division. Clients such as Diageo, Danone, Infiniti and Unilever have helped to increase the division's international revenue to 22 per cent (H1 2013: 20 per cent). This growth reflects clients' willingness to commission more multi-country digital marketing from one central hub location.

A number of the companies within the division have received recognition for their client offer during the Period. NBG has been recognised by PR Week as a Top 10 Tech PR Agency, a Top 15 Consumer PR Agency and a Top 10 Digital PR Agency. TMW was ranked at 21 in Econsultancy's first Top 100 Digital Agencies listings. TMW has also received a lot of attention for its 'always on' social media offer following high profile work for Reckitt Benckiser which was highlighted by Twitter as an example of how to use social media effectively. The significant amount of media coverage of this work is reflective of the increasing importance of digital expertise to clients.

Health

As expected, revenue for the Health division declined during the Period, primarily driven by the previously reported loss of the US Sanofi business in Q4 2013. This has been partly offset by the continued growth of the digital healthcare agency DJM Digital Solutions ("DJM"), acquired in the second half of last financial year. The division's revenue declined to £9.7 million (H1 2013: £11.0 million) and Headline PBIT to £1.5 million (H1 2013: £2.6 million); and due to the US group performance, like-for-like revenue declined by 21 per cent and Headline PBIT margin declined to 15 per cent. The UK Health companies have performed well and grown revenue by 3 per cent against the same prior year period. The difference between the Reported PBIT versus the prior year is due to the revaluation credit of the estimated deferred consideration taken in the same prior year period.

As previously reported, the lost Sanofi revenue will take time to replace and will impact the reported financials in FY14 but good progress has been made to date with new business wins including Alere, TA Sciences, Novartis, Center to Advance Palliative Care and further Gilead brands. Despite the decline in its financial performance, the Cooney/Waters Group remains a profitable top five US healthcare PR group and these recent wins demonstrate the continued strength of the offer. DJM continues to bed-down well in the division, winning business through joint pitches, introductions from PAN, from RDC and independently. The launch of DJM's New York presence during the Period will help support the growing demand for digital expertise and innovation across the division's US client base, already contributing to some of the new business successes.

The wins in the US are helping to replace last year's lost client and to position the division for higher revenue in H2, with an improved Headline PBIT margin. With this improved financial performance, we have continued to broaden our client service offer. In the UK, there had been a growing number of opportunities that conflicted with existing client business and, consequently, the division was unable to pursue them. To resolve this conflict, the launch of the small specialist health agency Liberation Communications was completed during the Period. This demonstrates our commitment to building and evolving the division, as does the recent launch of a health and healthcare brand and creative consultancy called Loooped, which will provide a strong strategic and creative resource within the division. The two founding directors of Loooped have joined Creston from a competitor, drawn by the prospect of working within an entrepreneurial group committed to growing its health and healthcare offer.

The Health division continues to demonstrate the relevance of our Better Together proposition among sector clients, with cross-agency wins during the Period including Novartis, World Health Organisation and Otsuka/Lundbeck. Furthermore, contracts for the United Nations Water Supply and Sanitation Collaborative Council and GAVI Alliance have been won by our US Health companies post Period.

Insight

The Insight division has delivered a strong first half performance with revenue rising by 10 per cent to £6.1 million (H1 2013: £5.5 million) and a significant Headline PBIT rise to £1.1 million (H1 2013: £0.04 million). This is a good improvement for the division, with the revenue growth and the realignment of the cost base resulting in a much improved margin of 18 per cent.

Marketing Sciences continues to show very strong growth on the back of a major retail client, coupled with ICM continuing its recovery. Innovative research and the early adoption of digital data collection technologies have certainly had a positive impact, with Marketing Sciences exceeding one million tablet-based surveys during the Period and ICM winning a Digital Impact Award for its work on the MySainsbury's colleague community. The division was also involved in a high-profile research project around social media return on investment alongside the IAB (Internet Advertising Bureau UK).

The market research industry has been challenging, with technology accelerating the change and needs of clients, consequently impacting the size of surveys and the associated budgets. Since the improvement in the operations of the division and the subsequent increased profitability, new business development has been a key focus, resulting in the broadening of the client base. New clients during the Period include Mobile By Sainsbury's and HM Passport Office. Although profitable in H1 2013 (£0.1 million), the challenging market place has sadly impacted Vitaris, our small healthcare research consultancy, which was closed during the Period. Its lack of critical mass in the highly competitive area of healthcare research meant that it has not performed as budgeted. As such, the offer has been closed and all associated closure costs of £0.3 million have been added back to the Headline figures (see note 5 for further detail).

The recent MRS Quarterly Trends Analysis reports on the best quarterly growth since December 2008 and improved confidence in the sector, something which we look forward to benefitting from.

Balance sheet and cash flow

As at 30 September 2013, the Group was in a net cash position of £1.8 million (31 March 2013: £11.2 million). Including deferred consideration liabilities of £1.7 million (£0.3 million for the Cooney/Waters Group and £1.4 million for DJM), the Group was debt free with a total cash position of £0.1 million (31 March 2013: total cash of £9.5 million).

During the Period the adjusted operating cash outflow was £0.6m (H1 2013: £1.7 million inflow). The cash conversion ratio of adjusted operating cash flow to Headline EBITDA was negative 14 per cent (H1 2013: positive 32 per cent). The cash outflow in the Period has reversed the negative working capital position of £1.3 million at the year end to a more normalised positive working capital position of £2.8 million as at 30 September 2013 (30 September 2012: £3.4 million). Management continues to place significant emphasis on managing working capital effectively and this has resulted in a five-year cumulative cash conversion of 100 per cent.

Dividend

In light of the Group's history of strong cash generation and low gearing, it is the Board's intention to maintain a progressive dividend policy. Reflecting this, the Board has declared a half year dividend of 1.20 pence (H1 2013: 1.00 pence) per share to be paid on 10 January 2014 to shareholders registered at 6 December 2013. This represents a 20 per cent increase on the prior year. However, this growth rate is higher than the expectation for the full year dividend as the Board looks to move towards a one-third/two-thirds allocation between the half year/final dividend payment respectively.

Outlook

Recent industry data shows improved prospects for the marketing services sector and the work we have done in recent years to position Creston in the fast growing areas of communications, such as digital, sees us well-placed to benefit from this forecast growth.

We continue to see good new business and client referral opportunities across the Group and this, combined with the business won to date, will result in a stronger H2 and beyond. As in previous periods we anticipate increased revenues in the second half of the year, with full year revenues being broadly flat year-on-year. As previously advised, full year operating costs will reflect the increased property costs of the UK co-location strategy.

The operational progress that has been made across the group and our continuing strength in the field of digital marketing, which has contributed significantly to our recent new business success, gives us confidence that we are well-positioned for future revenue and profits growth.

Don Elgie

Group Chief Executive 

UNAUDITED CONSOLIDATED INCOME STATEMENT

for the six months ended 30 September 2013

UNAUDITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOMEfor the six months ended 30 September 2013

UNAUDITED CONSOLIDATED BALANCE SHEET

as at 30 September 2013

UNAUDITED STATEMENT OF CHANGES IN EQUITY

Six months ended 30 September 2013

UNAUDITED CONSOLIDATED STATEMENT OF CASHFLOWSfor the six months ended 30 September 2013

NOTES TO THE HALF YEAR REPORTfor the six months ended 30 September 2013

1. Presentation of financial information

The financial information contained in this half year report does not constitute statutory accounts within the meaning of Section 434 of the Companies Act 2006.

Statutory accounts for the year ended 31 March 2013 were approved by the Board of Directors on 3 July 2013 and delivered to the Registrar of Companies. The report of the auditors by PricewaterhouseCoopers LLP on those accounts was unqualified, did not contain an emphasis of matter paragraph and did not contain any statement under Section 448 of the Companies Act 2006.

The half year report has not been audited or reviewed by the Group's auditors.

2. Basis of Preparation

The half year report of Creston plc for the six months ended 30 September 2013 has been prepared in accordance with the Disclosure and Transparency Rules of the Financial Conduct Authority and with IAS 34, "Interim financial reporting" as adopted by the European Union.

The accounting policies applied in the preparation of the annual financial statements are based on the European Union adopted International Financial Reporting Standards (IFRS) and IFRIC interpretations that are applicable at this time.

The condensed half year consolidated financial information should be read in conjunction with the annual financial statements for the year ended 31 March 2013 which have been prepared in accordance with IFRS as adopted by the European Union.

3. Accounting policies

The half year consolidated financial statements of Creston plc for the six months ended 30 September 2013 have been prepared in accordance with the accounting policies contained in the Group's Annual Report and Accounts 2013 and the policies as described in note 2 above.

The following standards, amendments and interpretations are relevant to the Group, but not yet effective and have not been early adopted by the Group:

IFRS 10, 'Consolidated financial statements' (effective for periods beginning on or after 1 January 2014). This standard builds on existing principles by identifying the concept of control as the determining factor in whether an entity should be included within the consolidated financial statements. The standard provides additional guidance to assist in determining control where this is difficult to assess. This new standard might impact the entities that a group consolidates as its subsidiaries.

Amendment to IAS 32, 'Financial instruments: Presentation' (effective for periods beginning on or after 1 January 2014). This amendment updates the application guidance in IAS 32, 'Financial instruments: Presentation', to clarify some of the requirements for offsetting financial assets and financial liabilities on the balance sheet.

IFRS 9 'Financial instruments' (effective for periods beginning on or after 1 January 2015). This standard on classification and measurement of financial assets and financial liabilities will replace IAS 39, 'Financial instruments: Recognition and measurement'. IFRS 9 has two measurement categories: amortised cost and fair value. All equity instruments are measured at fair value. A debt instrument is measured at amortised cost only if the entity is holding it to collect contractual cash flows and the cash flows represent principal and interest. For liabilities, the standard retains most of the IAS 39 requirements.

4. Reconciliation of Headline profit to Reported profit

In order to enable a better understanding of the underlying trading of the Group, the Board refers to Headline PBIT, PBT and PAT which eliminate certain amounts from the Reported figures. These break down into two parts:

(i) Certain accounting policies which have a material impact and introduce volatility to the Reported figures. These are acquisition related costs, amortisation of acquired intangible assets, movement in the fair value of deferred consideration, future acquisition payments to employees deemed as remuneration and notional finance costs on future deferred consideration. These charges will cease once all the relevant earn-out and related obligations have been settled; and

(ii) exceptional non-recurring operating charges, which consist of start-up and restructuring related costs, property related costs and the impairment of goodwill.

Six months ended 30 September 2013

Six months ended 30 September 2012

5. Segmental analysis

The chief operating decision-maker has been identified as the Executive Board of Directors, which makes the strategic decisions. The Executive Board has determined the operating segments in a manner consistent with the internal reporting provided to the Executive Board. The Executive Board considers the business from a divisional perspective, these being Communications, Health and Insight.

The principal activities of the three divisions are as follows:

CommunicationsThe Communications division offers clients an integrated approach to their marketing and communication strategy, offering a range of services which include advertising, brand strategy, channel marketing, customer relationship marketing (CRM), digital marketing, direct marketing, local marketing, social media marketing and public relations.

HealthThe Health division provides an integrated communications solution to the healthcare and pharmaceutical sector and offers services which include advertising, advocacy, digital and direct marketing, public relations, issues and reputation management and medical education.

InsightThe Insight division performs a complete range of market research services on behalf of its clients, through both qualitative and quantitative means, using face-to-face, telephone and online data collection techniques.

The Executive Board assesses the performance of the operating segments based on a measure of revenue and Headline PBIT. This measurement basis excludes the effects of certain amounts from the operating segments, such as amortisation of acquired intangible assets, acquisition, start-up and restructuring related costs, property related costs, movement in fair value of deferred consideration, impairment of goodwill, future acquisition payments to employees deemed as remuneration and notional finance costs on deferred consideration.

Accounting policies are consistent across the reportable segments.

All significant assets and liabilities are located within the UK and the USA. The Executive Board does not review the assets and liabilities of the Group on a divisional basis and therefore has chosen to adopt the amendments to IFRS 8 which permit not segmenting the assets and liabilities of the Group.

Other information provided to the Board of Directors is measured in a manner consistent with that in the Financial Statements.

Divisional segmentation

Turnover, revenue, Headline and Reported profit before finance income and finance costs (PBIT), and profit before tax (PBT) attributable to Group activities are shown below:

Property related costs of £1.4 million have been excluded from the Headline PBIT measure for the six month period ending 30 September 2013. These costs consist of £0.5 million relating to exit of existing leases and have been recognised within the respective divisional result, and £0.9 million recognised within the head office result, relating to the costs incurred during the vacant period of Creston House, including double rent, rates and service charge.

Restructuring related costs of £0.3 million have been excluded from the Headline PBIT measure for the six month period ending 30 September 2013. These consist of the associated closure costs of Vitaris and its trading losses during the Period.

Geographical segmentation

The following table provides an analysis of the Group's turnover and revenue by geographical market, irrespective of the origin of the services:

6. Taxation

The Reported tax rate of 29 per cent is higher than the UK statutory rate of 23 per cent as a result of higher rates of tax charged on US income.

The Headline tax rate of 25 per cent is higher than the UK statutory rate because of the impact of non-deductible expenditure. A similar Headline tax rate is expected for the full year, following on from the artificially low tax rate in the year ended 31 March 2013. During the year ended 31 March 2013 tax provisions totalling £1.6 million were released following the resolution of the enquiry into the deductibility of goodwill written off on the closure of CML Research Ltd. In future periods we expect the Headline tax rate to remain at a similar level to this year, as a higher tax rate on growing US income is offset by a falling UK statutory tax rate.

7. Earnings per share

The Headline EPS and Headline DEPS are based on the Headline PBT attributable to the equity holders of the parent analysed in note 4 less attributable tax and divided by the weighted average number of shares and by the weighted average number of diluted shares respectively.

Diluted earnings per share has been calculated based on the dilutive impact of 867,465 employee share options which were outstanding as at 30 September 2013 (30 September 2012: nil).

8. Dividends

The prior year final dividend of 2.67 pence (H1 2013: 2.67 pence) per share was paid to shareholders on 12 September 2013 giving a total of £1,609,782 (H1 2013: £1,614,254).

The Board has declared a half year dividend to be paid on 10 January 2014 of 1.20 pence (H1 2013: 1.00 pence) per share to all ordinary shareholders on the register at 6 December 2013.

9. Non-current assets

10. Provisions for other liabilities and charges

The deferred consideration obligations are set out below:

The Group considers that the above liabilities approximate to their fair value. The notional interest rate used during the Period was 3.3 per cent (H1 2013: 3.3 per cent).

The earn-out obligations will be paid in cash, in accordance with the associated sale purchase agreement. These payments become due in July 2015.

Under IFRS 3 the Group recognises any changes in the fair value of the deferred consideration for previous acquisitions through the Consolidated income statement. During the Period a credit of £0.03 million has been recognised due to the revaluation of the deferred consideration of the Cooney/Waters Group.

11. Derivative financial instrument

In the prior year the Group managed its foreign currency risk through a derivative financial instrument which expired on 26 March 2013. The derivative financial instrument was designated as a cash flow hedge with an estimated net fair value liability of £40,000 recognised on the balance sheet as at 30 September 2012. In the current period the Group has not entered into any hedging arrangements and as such there is no derivative financial instrument to recognise as at 30 September 2013.

12. Analysis of net and total cash/(debt)

* Includes both cash and non-cash items.

13. Proceeds on operating lease

On 7 January 2013 the Group entered into an operating lease for the new London office. On signing the lease, the Group received a one-off cash payment of £7.2 million (including VAT) in relation to a reverse premium and agreed dilapidations obligation. As at 31 March 2013 net proceeds of £6.5 million on the operating lease remained and were recognised as part of the Group's operating cash flow. Excluding the £6.5 million from the Group's operating cash flow of £18.8 million for the year ending 31 March 2013 resulted in an adjusted operating cash flow of £12.3 million.

During the Period to 30 September 2013 £3.7 million of the operating lease proceeds have been utilised to fulfil the dilapidations obligation and settle the associated VAT liability. Excluding the £3.7 million (H1 2013: £nil) from the Group's operating cash outflow of £4.3 million (H1 2013: inflow of £1.7 million) results in an adjusted operating cash outflow of £0.6 million (H1 2013: inflow £1.7 million).

14. Related-party transactions

During the six months ended 30 September 2013 total fees of £32,500 (H1 2013: £32,500) were incurred in relation to City Group P.L.C., £15,000 (H1 2013: £15,000) for the provision of company secretarial services and £17,500 (H1 2013: £17,500) for the services of Mr D C Marshall, a Non-Executive Director. The balance due at 30 September 2013 was £nil (30 September 2012: £nil). All transactions were conducted on an arm's length basis.

15. Principal risks and uncertainties

Details of our principal risks and uncertainties were previously disclosed on pages 39 to 40 of the 2013 Annual Report and Accounts. In that disclosure we referred to our mitigation procedures which remain relevant to the risks outlined below:

· A fast-moving communications industry with high levels of competition, partly due to low barriers to entry, could lead to pressures on client retention, budgets and price.

· Turbulence in the macro-economic environment could affect the Group's financial performance due to volatility in revenues and expenses, and clients or suppliers going out of business.

· Loss of key clients will lead to reduced revenues and impact the Group's financial performance.

· Loss of key staff could lead to inability to deliver projects, potential loss of clients and potential inability to obtain new clients.

· Acquired businesses could perform poorly, which could impact the Group's overall performance and result in an impairment of goodwill.

· Inadequate services provided by third-party outsourced suppliers could lead to poor client delivery, loss of clients, increasing operating costs and negative impact on reputation.

· Poor working capital or overall capital position could lead to the Group being unable to repay liabilities when they fall due, impacting its reputation and impairing its ability to raise finances or make further acquisitions.

· Tougher procurement-led client tendering could lead to reduced prices for services provided and longer payment terms from clients.

· Failure of data management or IT systems could lead to delays to client work or fall foul of data protection requirements. Unauthorised access could compromise client relationships. Reputation could also be affected.

· Changes to regulations and legal requirements could restrict or burden the Group's activities.

These principal risks and uncertainties have the potential to impact our results or financial position during the remaining six months of the financial year.

16. Statement of Directors' responsibilities

The Directors confirm that to the best of their knowledge these condensed consolidated set of financial statements have been prepared in accordance with IAS 34 as adopted by the European Union. The half year management report includes a fair review of the information required by DTR 4.2.7R and DTR 4.2.8R; namely:

· an indication of important events that have occurred during the first six months and their impact on the condensed set of financial statements and a description of the principal risks and uncertainties for the remaining six months of the financial year; and

· material related-party transactions in the first six months and any material changes in the related-party transactions described in the last annual report.

The Directors are responsible for the maintenance and integrity of the Company website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

The Directors of Creston plc are listed in the Creston Group Annual Report and Accounts 2013. A list of current Directors is maintained on the Creston website: www.creston.com.

By order of the Board

Don Elgie

28 November 2013

Group Chief Executive

17. Forward-looking statements

Certain statements in this half year report are forward-looking. Although the Group believes that the expectations reflected in these forward-looking statements are reasonable, we can give no assurance that these expectations will prove to have been correct. As these statements involve risks and uncertainties, actual results may differ materially from those expressed or implied by these forward-looking statements.

We undertake no obligation to update any forward-looking statements whether as a result of new information, future events or otherwise.

18. Availability of the half year report

Copies of the half year report are available on the Company's website www.creston.com.