Independent News & Media Regulatory News (INM)

PROFIT BEFORE TAX OF €14.9M, CASH BALANCE GROWS TO €95.7M

Dublin and London 23 August 2017: Independent News & Media PLC (INM ID, INM LN) today announces its half year results for the 6 months ended 30 June 2017.

KEY HIGHLIGHTS

· Total revenue of €148.1m, down 8.4%

Total revenue of €148.1m was down 8.4% on the prior year. This was primarily driven by a decline in distribution revenues of 9.0% and a decline in total advertising revenues of 7.8%. Within total advertising, publishing advertising revenues declined by 10.9% partially offset by digital advertising revenue growth of 6.3%. Circulation revenues declined by 7.5%.

· Digital Revenues

Although the Group has seen strong growth in the CarsIreland.ie operation, digital revenues have grown at a lower rate than previously envisaged. Growth has primarily come from programmatic advertising and INM's classified businesses as digital advertising yield continues to be impacted by growth in Mobile traffic and the move away from direct transactional selling.

· Profit before tax1 €14.9m, down 19.5%

Profit before tax1 decreased by 19.5% to €14.9m primarily due to continued revenue challenges. However, this was somewhat mitigated by cost saving plans put in place. Earnings per share1 decreased during the period by 0.2c to 1.0c.

· Libel and legal costs

Operating costs were negatively impacted by the level of recent awards in libel cases, particularly those relating to historic Sunday World cases. This, coupled with costs associated with the Independent Review and meeting the requirements of the Office of the Director of Corporate Enforcement ("ODCE"), impacted operating costs by c.€2.5m in the 6 months to 30 June 2017.

· Significant decrease in operating costs

Pre-distribution operating costs1, excluding the aforementioned libel and legal costs, decreased by €6.7m (-7.2%) due to cost saving plans that have been put in place throughout the Group in order to mitigate the forecast revenue declines.

· Operating profit

Underlying operating profit1, which excludes the aforementioned libel and legal costs, decreased by 2.8%. The continued revenue decline was mitigated due to cost saving plans and the diversification from low margin newspaper deliveries to higher margin non-news items in the distribution business. The Group's operating margin1 decreased by 1.1% to 9.8%.

3 Per Google Analytics.

· Balance sheet strengthened

The Group ended the period with increased net assets of €80.1m (+€42.8m year on year). This was driven by an increased cash balance of €95.7m, up €33.3m year on year, primarily from EBITDA performance and the sale of property, plant and equipment, somewhat offset by outflows relating to provisions/working capital, capital expenditure, income tax and exceptional expenditure outflow. Additionally, the Group and the Trustees of two of its Republic of Ireland defined benefit pension schemes have reached an agreement to commence the wind-up of the schemes. The agreement will bring certainty for the future for both the Group and the scheme members.

· Exceptional Gain

The Group recorded a total net exceptional gain of €2.2m, which included:

Ø A retirement benefits accounting adjustment of €3.1m with an associated deferred tax charge of €0.4m;

Ø A charge of €0.4m related to miscellaneous restructuring costs, primarily redundancy costs in the Island of Ireland; and

Ø A charge of €0.1m for acquisition related expenses.

· Dividend

The Directors are not proposing a dividend for 2017.

STATEMENTS

Leslie Buckley, Chairman, Independent News & Media PLC, said: "The operating environment in the media industry remains challenging. We believe that issues need to be addressed, such as consolidation in the industry, the high level of libel awards and the need for traditional publishers to pursue stronger rights to demand payment for the use of their content from digital giants Google and Facebook.

I am pleased to report that during the period under review the Group and the Trustees of two of INM's Republic of Ireland defined benefit pension schemes reached agreement to commence the wind-up of the schemes. This agreement will bring certainty for the future for both the scheme members and the Group.

In spite of the numerous challenges facing INM, the Group's balance sheet has been further strengthened. This is a testament to the hard work of each employee in INM, for which I sincerely thank them. Their commitment is essential for the Group to lead in what is a challenged sector."

Robert Pitt, Group Chief Executive Officer, Independent News & Media PLC, said: "The continued challenging trading conditions from the decline in circulation and publishing advertising have been magnified by the impact of a very punitive defamation regime and legal costs. Whilst digital revenues have grown, the growth is at a lower rate than previously envisaged. Despite this, the Group still operates a strong underlying business with profit before tax of €14.9 million and strong cash generation.

The success of the Group is in no small part due to the hard work and dedication of its people, to whom I am very grateful for their continued commitment."

Outlook

The media industry continues to face challenging trading conditions across publishing advertising and circulation revenues along with the slow down in digital revenue growth. However, despite ongoing challenges facing INM, the Group anticipates an EBIT performance in 2017 in line with revised market expectations following the trading statement issued in July 2017.

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OPERATIONAL HIGHLIGHTS

Publishing performance

· The Irish Independent continues to lead the quality daily market with an ABC2 of 94,502, maintaining its No.1 position. It has 51% of the daily quality market in the Republic of Ireland and sells more copies per day on average than The Irish Times and Irish Examiner combined.

· The Sunday Independent, which recorded an ABC2 of 185,080, has c.63% of the Sunday quality market and remains by far the biggest selling quality Sunday newspaper, while also providing the largest regular audience on the island of Ireland across any advertising platform.

· The Sunday World is the nation's largest tabloid with an ABC2 of 143,503 (c.45% of the Sunday popular market). It continues to lead the way in investigative journalism and the popular Magazine and is now also available to readers in Northern Ireland.

· The Herald holds the position as the No.1 popular title for Dubliners with an ABC2 of 39,093. The newspaper benefits from rich local community connections and has delighted customers with an improved racing package.

· INM Regional newspapers are market leaders in every region where they publish (Kerry, Wexford, Sligo and Drogheda/Dundalk). Advertising revenue in H1 has remained strong despite the challenging environment with top quality local editorial content driving circulation numbers.

· The Star is one of Ireland's most popular daily tabloid newspapers with an ABC2 of 50,649 and c.23% of the daily popular market.

· In Northern Ireland, the Belfast Telegraph, Northern Ireland's leading daily newspaper, continues to maintain its strong share of the newspaper category. Sunday Life, won the highest possible accolade as winner of UK Regional Newspaper of the Year, and strongly reaffirmed its position as Northern Ireland's leading indigenous Sunday newspaper.

· INM NI Magazines portfolio which includes Ulster Business, Hospitality Review NI, Ulster Grocer and Northern Woman has also enjoyed a resurgence increasing its market share. Ulster Business, Hospitality Review NI and Ulster Grocer remain circulation leaders in their respective Business to Business categories in Northern Ireland.

· While Newspread's (distribution) revenue has declined due the continued contraction of the circulation market, its diversification into adjacent categories remains successful with operating profit increasing 4.8% on the prior year. It was appointed the exclusive wholesale distributor of books to Tesco Ireland in late 2016. The recently launched Home Delivery service, for both INM and third party publishers, and the consumables packaging offering have also been a success. Newspread was the successful bidder in the recent Local Government Management Agency tender for the collection, sorting and delivery of Library items.

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Digital performance

· Traffic on the Group's flagship news platform, independent.ie grew by 19% year on year, fuelled by continuous user experience improvements and the launch of new offerings such as farmireland.ie. Every week 3.6m users consume news from independent.ie. The iOS and Android native news apps now serve an average of 100m combined screenviews per month to over 300,000 people.

· Digital revenue in the Group has increased 6.3% year on year. CarsIreland.ie continues to enjoy strong revenue growth while digital revenue growth elsewhere has moderated. Customer trends are leaning towards programmatic advertising and INM's classified businesses as digital advertising yield continues to be impacted by growth in Mobile traffic and the move away from direct transactional selling.

· The Group has adapted quickly to rapidly evolving digital advertising market trends by introducing new solutions enabling advertisers to purchase access to the most valuable audience segments via real time auctions - programmatic trading. INM is currently the only publisher in Ireland to offer artificial intelligence ("AI") powered campaign optimisation facilities, delivering improved engagement in targeted campaigns.

· We continue to build out classified and transactional revenue lines to further monetise the audiences attracted to INM's publishing brands. New event formats are planned including the recently-launched PlayersXpo, a large gaming exhibition to be held in the Dublin Convention Centre in October.

· belfasttelegraph.co.uk, Northern Ireland's leading commercial news website, continued to enjoy strong audience and commercial success with revenue growth year on year and visits reaching a total of 43m in Jan-June 2017 resulting in a 19% growth year on year. Recruitment and property sites in Northern Ireland, nijobfinder.co.uk and propertynews.com, both showed continued revenue growth.

· Carsireland.ie continues to increase its traffic, engagement rate and its offering as one of the leading online classified platforms in the Republic of Ireland for motor vehicles. In 2017 CarsIreland.ie invested in data analytics capabilities and continues to develop automated business processes for dealers and car buyers.

· Responding to the growing demands from brands for higher quality digital video content, INM has partnered with ShinAwiL to establish a joint venture called Offscript. This new partnership aims to disrupt the market by bringing broadcast quality content production to digital-first channels. The business which will be launched in September, is subject to approval by the Competition and Consumer Protection Commission.

SUBSEQUENT EVENTS

The Board has now received a report from the confidential independent review, which was established to examine and inquire into matters concerning the possible acquisition of Newstalk and related matters. The subject matter and recommendations from the independent review are currently being considered by the Board.

The Company continues to comply with requirements from the ODCE and is taking all necessary steps to meet the ODCE's requests. The Company does not intend to comment further regarding the ODCE and the independent review.

There were no events since the period end that would require disclosure or adjustment in the financial statements.

 - Ends -

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INDEPENDENT NEWS & MEDIA PLC - CONDENSED INTERIM GROUP FINANCIAL STATEMENTS - CONDENSED GROUP INCOME STATEMENT (unaudited)

* See note 5 for further information. The notes to the condensed interim Group financial statements on pages 11 to 26 form an integral part of this financial information.

CONDENSED GROUP STATEMENT OF COMPREHENSIVE INCOME (unaudited)

The notes to the condensed interim Group financial statements on pages 11 to 26 form an integral part of this financial information.

CONDENSED GROUP STATEMENT OF FINANCIAL POSITION (unaudited)

The notes to the condensed interim Group financial statements on pages 11 to 26 form an integral part of this financial information.

CONDENSED GROUP STATEMENT OF CHANGES IN EQUITY (unaudited)

* Other at 30 June 2017 related to cash flow hedging reserve €nil (30 June 2016: €0.3m).

** Other equity reserve at 30 June 2017 related to a put option over the non-controlling interest on a 51% owned subsidiary.

The notes to the condensed interim Group financial statements on pages 11 to 26 form an integral part of this financial information.

CONDENSED GROUP CASH FLOW STATEMENT (unaudited)

The notes to the condensed interim Group financial statements on pages 11 to 26 form an integral part of this financial information.

NOTES TO THE INTERIM STATEMENT (unaudited)

1. Basis of Preparation of Financial Information under IFRS

Basis of Preparation and Going Concern

Independent News & Media PLC ("the Company") is a company domiciled in Ireland. These condensed interim Group financial statements as at and for the six months ended 30 June 2017 comprise the Company and its subsidiaries (together referred to as "the Group") and the Group's interest in associates and joint ventures.

This financial information has been prepared on the going concern basis, which assumes that the Group will continue to be able to meet its liabilities as they fall due for the foreseeable future.

The condensed interim Group financial statements for the six months ended 30 June 2017 and the comparative amounts have not been audited or reviewed by the auditors. The condensed interim Group financial statements are not the statutory financial statements of the Company. A copy of the statutory financial statements has been annexed to the Company's annual return to the Companies Registration Office in Ireland in respect of the year ended 31 December 2016. The auditor's report on those financial statements was unqualified. The financial statements for the year ended 31 December 2016 are available online at www.inmplc.com.

These condensed interim Group financial statements are presented in Euro, which is the functional currency of the Company and presentation currency of the Group.

The condensed interim Group financial statements were approved by the Directors on 22 August 2017.

The condensed interim Group financial statements for the six months ended 30 June 2017, which should be read in conjunction with the 2016 Annual Report, have been prepared in accordance with the Transparency (Directive 2004/109/EC) Regulations 2007, the related Transparency Rules of the Central Bank of Ireland and in accordance with International Accounting Standard 34, Interim Financial Reporting (IAS 34) as adopted by the European Union.

Accounting Policies

The accounting policies and methods of computation and presentation adopted in the preparation of the condensed interim Group financial statements are consistent with those applied in the Annual Report for the year ended 31 December 2016 and are described in those financial statements on pages 115 to 132, except for the impact of the standards described below.

The following new and amended standards and interpretations are effective for the Group for the first time for the financial year beginning 1 January 2017.

· Disclosure Initiative (Amendments to IAS 7)

· Recognition of Deferred Tax Assets for Unrealised Losses (Amendments to IAS 12)

· Annual Improvements to IFRSs 2014-2016 Cycle

None of these had a material impact on the Group.

The following new standards will be effective for the Group in future periods:

· IFRS 15 Revenue - effective for the first time in the period beginning 1 January 2018;

· IFRS 9 Financial Instruments - effective for the first time in the period beginning 1 January 2018; and

· IFRS 16 Leases - effective for the first time in the period beginning 1 January 2019.

The Group is currently undergoing a project to assess the impact of each of these standards on the Group's results.

NOTES TO THE INTERIM STATEMENT (unaudited) (continued)

2. Risks and Uncertainties

The principal risks and uncertainties facing the Group were detailed in the Risk Report in the 2016 Annual Report and these continue to be considered the principal risks and uncertainties for the remaining six months of the year most likely to influence the performance of the Group.

The preparation of interim Group financial statements requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. Actual results could differ materially from these estimates. The significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements as at and for the year ended 31 December 2016.

When measuring the fair value of an asset or a liability, the group uses market observable data as far as possible. Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:

· Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.

· Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

· Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

If the inputs used to measure the fair value of an asset or liability might be categories in different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest input that is significant to the entire measurement.

The group recognises transfers between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.

Further information about the assumptions made in measuring fair values is included in note 12.

NOTES TO THE INTERIM STATEMENT (unaudited) (continued)

3. Segmental Reporting

Segment information is presented on the same basis as that used for internal reporting purposes. Segmental information is reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker ('CODM'). The CODM has been identified as the Board of Directors. The reporting segment based on the internal reporting information provided is shown in the table on the following page. The key performance measure that is reviewed is operating profit/(loss) before exceptional items. Exceptional items are reviewed at a level higher than the operating segment and appear as a reconciling item from the key performance measure reviewed by the CODM to the IFRS result. Finance income and expense, share of results of associates and joint ventures and taxation are reviewed and considered by the CODM at a Group level only.

The components of the Group, whose operating results are regularly reviewed by the CODM to make decisions about the allocation of resources, and in performance assessment, are contained in the table on the following page.

The Group continued to report its revenues and operating profit before exceptional items by geographical area with a further analysis of the geographical areas by class of business also provided.

A number of operating activities are aggregated into one operating segment on the basis that they exhibit similar long-term financial performance as they have similar economic characteristics and are similar in each of the following respects:

• the nature of the products and services;

• the nature of the production processes;

• the type or class of customer for their products and services; and

• the methods used to distribute their products or provide their services.

NOTES TO THE INTERIM STATEMENT (unaudited) (continued)

3. Segmental Reporting (continued)

NOTES TO THE INTERIM STATEMENT (unaudited) (continued)

3. Segmental Reporting (continued)

The taxation charge (post exceptionals) for the period comprises a charge of €1.3m (2016: €1.2m) in respect of Republic of Ireland taxation, a charge of €nil (2016: charge of €nil) in respect of Northern Ireland taxation and a charge of €nil (2016: €nil) in respect of overseas taxation.

NOTES TO THE INTERIM STATEMENT (unaudited) (continued)

4. Net Finance Income/(Expense)

5. Exceptional Items

Exceptional items are those items of income and expense that the Group considers are material and/or of such a nature that their separate disclosure is relevant to a better understanding of the Group's financial performance.

*Of the exceptional gain of €2.2m in 2017 and the restructuring provision as at 31 December 2016, €0.8m (2016: €0.7m) is shown as an exceptional expenditure outflow in the Group Cash Flow Statement and primarily relates to miscellaneous redundancy and other restructuring costs.

(i) 2017

Primarily relates to the following:

(a) A retirement benefits accounting adjustment of €3.1m relating to the finalisation of the de-recognition of two of Group's Republic of Ireland defined benefit schemes on 7th November 2016;

(b) A charge of €0.4m related to miscellaneous restructuring costs, primarily redundancy costs in the Island of Ireland; and

(c) A charge of €0.1m for acquisition related expenses.

2016

Relates to a credit for a currency translation adjustment (€0.6m) due to the disposal of two Australian subsidiaries and the reversal of provisions (€0.3m), partially offset by charges for restructuring in the Island of Ireland (€0.4m) and acquisition related fees (€0.2m).

(ii) 2016

Relates to a charge for the write down of property, plant and equipment (€1.0m) and impairment of computer software (€0.6m) across the group.

NOTES TO THE INTERIM STATEMENT (unaudited) (continued)

5. Exceptional Items (continued)

(iii) 2016

Relates to a gain arising from the re-measurement to fair value of the Group's pre-existing 50% interest in Digital Odyssey Limited (see note 14).

(iv) 2016

Relates to a charge of €0.6m for the write down of available-for-sale financial assets.

(v) 2017

Relates primarily to a deferred tax movement of €0.4m due to the retirement benefits accounting adjustment relating to the de-recognition of two of the Group's Republic of Ireland defined benefit schemes on 7th November 2016.

2016

Relates to a credit of €0.2m primarily relating to exceptional charges for restructuring in the Island of Ireland and acquisition related fees.

NOTES TO THE INTERIM STATEMENT (unaudited) (continued)

6. Earnings Per Share

Basic earnings per share is calculated by dividing the profit attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period.

Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. Share options are the Company's only category of dilutive potential ordinary shares.

Basic and diluted earnings per share before exceptional items are presented in order to give a better understanding of the Group's underlying financial performance.

NOTES TO THE INTERIM STATEMENT (unaudited) (continued)

7. Other Items

a) Retirement Benefits

In July 2017, a formal agreement was reached between the Trustees of two of the Group's Republic of Ireland defined benefit schemes and the Group. The retirement benefit obligations as at 30 June 2017 in the Statement of Financial Position has decreased by €7.2m to €90.1m compared to €97.3m at 31 December 2016. This decrease in the retirement benefit obligations is primarily driven by an accounting adjustment of €3.1m relating to the finalisation of the de-recognition of two of Group's Republic of Ireland defined benefit schemes on 7th November 2016 and a favourable movement in the actuarial assumptions used in valuing the pension obligations of €3.0m. The discount rate used in the Republic of Ireland at 30 June 2017 was 2.25% versus the discount rate of 1.90% used at 31 December 2016. The discount rate used in Northern Ireland at 30 June 2017 was 2.70% which was the same as the discount rate used at 31 December 2016.

b) Statement of Comprehensive Income

A negative currency translation adjustment of €0.6m (all of which relates to subsidiaries) has been recognised in the Group Statement of Comprehensive Income for the half year to 30 June 2017 (2016: a negative currency translation adjustment of €2.5m). The negative currency translation adjustment has arisen due to the weakening of the Sterling Pound exchange rate at 30 June 2017 compared to the rates at 31 December 2016 used in the translation of the Group's investments in subsidiaries with a functional currency different to that of the Parent Company.

c) Dividends

The Directors are not proposing an interim dividend for 2017. There was no dividend paid or declared in respect of 2016.

NOTES TO THE INTERIM STATEMENT (unaudited) (continued)

8. Borrowings

As of 30 June 2017, the Group held no debt and had cash and cash equivalents of €95.7m (€84.8m as at 31 December 2016).

9. Intangible Assets and Goodwill/ Investment in Associates and Joint ventures/ Property, Plant & Equipment

Intangible Assets

The carrying amount of the Group's intangible assets (including goodwill) decreased by €1.2m, from €48.2m at 31 December 2016 to €47.0m at 30 June 2017. This decrease is driven by an amortisation charge of €1.4m (primarily software) and an unfavourable foreign exchange movement of €0.4m, offset in part by software additions of €0.6m.

Impairment Reviews

The Group's indefinite life intangible assets are tested annually for impairment at 31 December or whenever there is an indication of impairment. There were no indications of impairment and there were no impairments recognised at 30 June 2017. When testing for impairment, the recoverable amounts for the Group's cash-generating units (CGUs) are measured at their value in use by discounting future expected cash flows. These calculations use cash flow projections based on management approved projections, which reflect management's current experience and future expectations of the markets in which the CGU operates. The detailed methodology (updated for changes in any of the key assumptions to reflect past experience and also consistent with external sources of information) as used by the Group for impairment testing is as outlined in the 2016 annual report.

The Statement of Financial Position reports the carrying amount of newspaper mastheads at their acquired cost (less impairment). Where these assets have been acquired through a business combination, cost will be the fair value in acquisition accounting. The value of internally generated newspaper mastheads or post-acquisition uplifts in value are not permitted to be recognised in the Statement of Financial Position in accordance with IFRS and, as a result, no values for certain of the Group's internally generated newspaper mastheads (e.g. three of the main Irish titles, the Irish Independent, the Sunday Independent and The Herald) are reflected in the Statement of Financial Position.

The Directors are of the view that the Group has many other intangible assets which have substantial value that are not reflected on the Group's Statement of Financial Position. This is because these intangible assets are carried in the Group's Statement of Financial Position at a nil value or at a value which is much less than their recoverable amount. The Directors are of the view that if these intangible assets were allowed to be carried on the Group's Statement of Financial Position then the Group's intangible assets would be greater than currently reported.

NOTES TO THE INTERIM STATEMENT (unaudited) (continued)

9. Intangible Assets and Goodwill/ Investment in Associates and Joint ventures/ Property, Plant & Equipment (continued)

Property, Plant & Equipment

The carrying amount of the Group's property, plant & equipment decreased by €0.4m, from €41.6m at 31 December 2016 to €41.2m at 30 June 2017. This decrease is driven primarily by depreciation charges of €1.7m, and an unfavourable foreign exchange movement of €0.2m, somewhat offset by additions of €1.5m.

Investments in Associates and Joint Ventures

The carrying amount of investments in associates and joint ventures increased by €0.2m, from €1.5m as at 31 December 2016 to €1.7m as at 30 June 2017. The movement is primarily due to the Group's share in profits from and advances to associates and joint ventures, offset in part by dividends received from associates and joint ventures.

Provisions

The carrying amount of provisions increased by €1.7m, from €11.0m at 31 December 2016 to €12.7m at 30 June 2017. This increase is primarily driven by additional libel and restructuring provisions.

10. Related Party Information

During the first six months of the current financial year there have been no material related party transactions that have taken place requiring disclosure and there have been no changes in the related party transactions described in the last Annual Report that could have a material effect on the financial position or performance of the enterprise.

11. Discontinued Operations

There were no discontinued operations during the period to 30 June 2017 or in the comparative period.

12. Fair Value

Fair values of financial assets and financial liabilities

The fair values of quoted available-for-sale financial assets and derivative financial instruments are measured using market values. Unquoted available-for-sale financial assets and derivatives are measured using valuation techniques. The carrying amount of non interest bearing financial assets and financial liabilities and cash and cash equivalents approximates their fair values due to their short term nature. The Group has not disclosed the fair value of certain financial instruments such as other payables, short-term receivables and short term payables because their carrying amounts are a reasonable approximation of fair value.

Of the available-for-sale financial assets of €0.2m (31 December 2016: €0.2m), €0.2m (31 December 2016: €0.2m) are measured at Level 3 of the fair value hierarchy.

The derivative financial instruments - cashflow hedges of €nil (31 December 2016: €0.1m) are measured at Level 2 of the fair value hierarchy.

Additional disclosures in relation to fair value have not been made on the grounds of materiality.

NOTES TO THE INTERIM STATEMENT (unaudited) (continued)

13. Share-based payment arrangement

At 30 June 2017, the Group had the following share-based payment arrangements.

Share option programme (equity-settled)

In June 2014, the Remuneration Committee proposed the introduction of a new share option scheme and this was approved by the shareholders at the AGM on 6 June 2014. This scheme entitles certain employees to purchase shares in the Company.

On 1 January 2015 a grant under the scheme, with two separate and independent sets of vesting conditions, was made to certain employees. Holders of vested options are entitled to purchase shares at the nominal value of the share at the grant date.

On 1 January 2016 and on 1 January 2017, further grants on similar terms were offered to key management personnel and senior employees.

All options are to be settled by physical delivery of shares. The terms and conditions and the main vesting criteria of the share options are set out in the tables as follows:

NOTES TO THE INTERIM STATEMENT (unaudited) (continued)

13. Share-based payment arrangement (continued)

The fair value of services received in return for share options granted is based on the fair value of the share options granted.

Measurement of grant date fair values

The following inputs were used in the measure of the fair value at grant date of the share-based payment arrangement.

Expected volatility is estimated taking into account historic average share price volatility.

NOTES TO THE INTERIM STATEMENT (unaudited) (continued)

14. Acquisition of Subsidiary

On 13 May 2016, the Group acquired the remaining 50% of the shares and voting interests in Digital Odyssey Limited (trading as CarsIreland.ie). As a result of acquiring the remaining 50% shareholding, the Group obtained control of Digital Odyssey Limited.

There are clear synergies with INM's existing motoring features across print and digital. CarsIreland.ie is a prominent destination for drivers looking to sell their car or buy a new vehicle and enjoys significant visitor numbers. The site's online position fits well with INM's strategy for both its online and print titles.

a) Acquisition Related Costs

The Group incurred acquisition-related costs of €0.2m on legal fees and due diligence costs. These costs have been included in 'exceptional items'.

b) Identifiable assets acquired and liabilities assumed

The following table summarises the recognised amounts of assets acquired and liabilities assumed at the date of acquisition.

The valuation techniques used for measuring the fair value of material assets acquired were as follows:

No revision has been necessary to the above amounts in the twelve months following the acquisition.

NOTES TO THE INTERIM STATEMENT (unaudited) (continued)

14. Acquisition of Subsidiary (continued)

c) Goodwill

Goodwill arising from the acquisition has been recognised as follows:

The remeasurement to fair value of the Group's pre-existing 50% interest in Digital Odyssey Limited resulted in a gain of €2.9m. This amount has been included in 'exceptional items'. The goodwill is attributable to synergies that will be realised through the Group's people, structures and business practices in acquiring the remaining 50% of Digital Odyssey Limited.

15. Subsequent Events

There were no events since the period end that would require adjustment or disclosure in the interim group financial statements.

STATEMENT OF DIRECTORS' RESPONSIBILITY FOR THE SIX MONTHS ENDED 30 JUNE 2017

The Directors are responsible for preparing this interim management report and the condensed interim financial information in accordance with the Transparency (Directive 2004/109/EC) Regulations 2007 (as amended), the Transparency Rules of the Central Bank of Ireland and with IAS 34, Interim Financial Reporting as adopted by the European Union.

The Directors as listed on pages 41 to 43 of our 2016 Annual Report (being the persons responsible within INM for making this statement) confirm that to the best of their knowledge:

(1) the condensed interim Group financial statements, comprising the condensed Group Income Statement, the condensed Group Statement of Comprehensive Income, the condensed Group Statement of Financial Position, the condensed Group Statement of Changes in Equity, the condensed Group Cash Flow Statement and the related notes, have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting, as adopted by the European Union.

(2) the Interim Management Report and the condensed interim Group financial statements include a fair review of:

(a) the important events that have occurred during the first six months of the financial year, and their impact on the condensed interim Group financial statements;

(b) the principal risks and uncertainties for the remaining six months of the financial year;

(c) related party transactions that have taken place in the first six months of the current financial year that have materially affected the financial position or the performance of the Group during that period; and

(d) any changes in the related party transactions described in the last Annual Report, that could have a material effect on the financial position or performance of the Group in the first six months of the current financial year.

On behalf of the Board

Leslie Buckley

Group Chairman