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Interim Results

26 Jul 2006 07:02

Sanctuary Group PLC26 July 2006 Wednesday 26 July 2006: For immediate release THE SANCTUARY GROUP Interim results for the six months ended 31 March 2006 The Sanctuary Group, ('Sanctuary' or 'Group'), the international music group,today announces unaudited results for the six months to 31 March 2006. These results are, for the first time, stated in accordance with InternationalFinancial Reporting Standards adopted for use in the EU ("adopted IFRS"). Thecomparative figures for last year have been adjusted on a consistent basis.These adjustments are a technical accounting matter and do not impact theunderlying operational performance of the business. These figures largely relate to the trading period before the refinancing thatwas completed on 20 March 2006. This raised £110m gross and, in addition to a£35m debt release, was used to repay debt. The Group's net debt stood atapproximately £164m immediately prior to 20 March. This fundraising restored theGroup's balance sheet and created a stronger financial foundation for thebusiness going forward. 6 months 6 months 12 months to 31/03/06 to 31/03/05 to 30/09/05 restated* restated* £m £m £m Revenue 65.6 67.7 147.4Gross profit 19.8 22.3 3.7Operating loss (18.7) (7.4) (129.4)Loss after taxation (26.6) (11.5) (139.0) Basic EPS (Loss per share) (£1.74) (£6.71) (£78.08)Diluted EPS (Loss per share) (£1.74) (£6.71) (£78.08) Net debt (35.9) (100.4) (128.4) Notes: * restated for prior period adjustments as well as adopted IFRS Summary • Placing and Open Offer concluded on 20 March 2006 from which the Group received £110.0m before expenses. This fundraising restored the Group's balance sheet and created a stronger foundation for the business going forward. • Steady performance in Merchandising offset by weaker than expected performance in Artist Services. Recorded Product sales were in line with management expectations. • Operating loss of £18.7m includes £7.9m of non-recurring costs of which £7.3m relates to the refinancing and restructuring. • Appointment of Frank Presland as CEO, Bob Ayling as Chairman, Paul Wallace as Finance Director, and James Wallace and John Preston as non-executive directors. The management team is focused on a turnaround of the operating divisions moving forward. • The Board continues to review the cost base of the business to ensure that it is brought into line with the revenues being generated. Frank Presland, Chief Executive, said: "These results highlight, the difficultposition that the Group was in. I have now been Chief Executive for two months,and management is working hard to establish the appropriate controls and systemsto put the business on a proper footing. We have a new business strategy, withthe Group divided into three autonomous divisions, each focused on its ownprofit and cash generation. These will be supported by a more cost efficientGroup centre." "Trading in the second half of the year is in line with management expectations.We are currently finalising budgets for fiscal 2007 on the basis of the newstructure that we have put in place." Enquiries: The Sanctuary Group plc Frank Presland Chief Executive Officer (020 7300 6515)Paul Wallace Finance Director (020 7300 6515)Philip Ranger Director of Corporate and Investor Relations (020 7300 1323) Brunswick James Hogan / Craig Breheny / Ash Spiegelberg (020 7404 5959) Note to Editors: Sanctuary is a UK listed international music group, encompassing recordedproduct, merchandising, artist management and arranging and negotiating liveperformances. It has three main operating divisions: Recorded Product;Merchandising and Artist Services, which incorporates both Artist Management andLive Agency. Chairman's Statement Introduction I joined the Board of Sanctuary on 4 April 2006 because I believed that, despiteits earlier problems, the Group had a viable business, with valuable assets, astrong roster of artists and a committed and talented staff. The situation I found on my arrival was more serious than I had expected. Myremit was to establish a new culture of compliance within a proper framework ofcorporate governance. A number of difficult decisions and announcements had tobe made. I know that, in so far as these announcements reported on the state ofbusiness, they have disappointed shareholders, but they have been necessary, In less than four months, we have established a new board of high calibrequalified people; appointed one of the industry's leading and most successfulexecutives in artist management as chief executive; appointed new auditors;engaged with the Financial Reporting Review Panel on serious issues identifiedby them from previous years' financial statements; settled a number of theoutstanding issues disclosed in the company's February prospectus; conducted areview of the company's management and businesses going forward and concludedwhat should be done by the new management to maximise the value of the companyfor the benefit of shareholders and employees. Under Frank Presland, the ongoing group activities will now be structured intothree autonomous divisions each with profit and loss accountability; RecordedProduct, Merchandising and Artist Services. Group overheads will besubstantially reduced to an appropriate level. My job will be to ensure proper standards of corporate governance and financialtransparency and that the Group under Frank Presland delivers a performance ofwhich the Group is capable. With the new Board and the executive managementchanges, I am optimistic that we can do this, though it will take some time. The company, its shareholders, employees and business partners have been througha bad time which I am determined should now end. I have been impressed with thehard work and dedication of staff of the company and, on behalf of the Board, Iwould like to thank them sincerely for all their efforts. Results The impact of internal and external factors is illustrated in the results forthe half-year to 31 March 2006. Group revenue was marginally down to £65.6m(2005 restated: £67.7m). The Group loss from operating activities for the six months ended 31 March 2006was £18.7m (2005 restated: £7.4m) which includes £7.9m of non-recurring costs ofwhich £7.3m relates to the refinancing and restructuring. These items arereferred to in more detail below. The Group loss after taxation for the period under review was £26.6m (2005restated: £11.5m loss). International Financial Reporting Standards These results are the first that the company has published using adopted IFRS.The comparative figures for last year have been adjusted on a consistent basis.IFRS does not affect the underlying business performance of the Group and has noimpact on cash generated from operations. Financial Reporting Review Panel (FRRP) Following the finalisation of the Group's audited accounts for the year ended 30September 2005, which included an adverse audit opinion issued by the Group'sthen auditors, the Group has been in discussions with the FRRP about thecircumstances surrounding the changes in accounting policies disclosed in theseaccounts. In response to these inquiries, the Board set up a special committee(which was chaired by myself and included Paul Wallace, Group Finance Directorand James Wallace, non-executive Director) which instigated a detailed review ofthe accounting policy changes assisted by the Group's newly appointed auditors,KPMG Audit Plc. The findings of this review were submitted to the FRRP on 13 June 2006. Insummary the Board concluded that certain of the prior year adjustments made inthe accounts that referred to the year ended 30 September 2005 should have beenpresented as the correction of fundamental errors and not as changes inaccounting policy. As a result of this review, the Board has concluded that the accounting policiesadopted by the Group in the 2005 financial statements in respect of the itemsunder review were appropriate and that no consequential adjustments are requiredto be made to the Consolidated Balance Sheet of the Group as at 30 September2005 nor the Consolidated Profit and Loss Account for the year to 30 September2005. However, as part of the process of restating the UK GAAP position to adoptedIFRS, the Board has concluded that Rough Trade Records Limited, previouslyaccounted for a subsidiary, was in fact an associate and should therefore havebeen equity accounted rather than consolidated. The impact of this adjustment onthe previously reported UK GAAP information is set out in note 9. In addition, the Board has reviewed in detail all those exceptional itemsreported in the year ended 30 September 2005. The Board has concluded that thereis no appropriate basis to allocate these items to prior years. Board Given the Group's circumstances, the complete restructuring of the Board wasnecessary. The Sanctuary Group plc Board is now structured as follows: • Robert Ayling - Chairman • Tina Sharp - Non executive • Frank Presland - CEO • John Preston - Non executive • Paul Wallace - Finance • James Wallace - Non executive Director As Chairman, I am confident that this is now the right team to take the Groupforward. Update Regarding Unsolicited Approach As previously announced, we have offered to meet with representatives from MAMAGroup PLC ("MAMA") as soon as is practicable to hear what they have to say.However, we believe that the Group has a strong, independent, long-term future. Current Trading and Outlook Trading in the second half of the year is in line with management expectations.We are currently finalising budgets for fiscal 2007 on the basis of the newstructure that has been put in place. Robert AylingChairman26 July 2006 Operational Review Introduction Since the completion of the refinancing, the executive team has been able tofocus more on the business. The Board believes that the greater certainty overthe Group's financial position has created a more favourable environment inwhich to win new business in the future. Divisional review Merchandising Revenue in Merchandising at £29.7m (2005 restated: £23.6m) was higher than theBoard's expectations and was primarily driven by an increase in touringrevenues, including successful tours by Depeche Mode and Oasis and new signingssuch as X-Factor, Kelly Clarkson and James Blunt. In addition, US sales in theretail business out-performed expectations with successful clothing sales fromHIM and Avenged Sevenfold. The division's operating profit for the half-year was £0.9m (2005 restated£3.4m) was also slightly ahead of expectations. The sales mix in this divisionsaw a significant increase in activity on the touring side, which is lowermargin, and therefore a slight adverse effect on the overall margin levels forthe division. Merchandising operated steadily during the past six months but the division hasbeen adversely affected in terms of new artist signings. However, since therefinancing concluded in late March, this division has reported an increase inpotential and new signings. Recorded Product Revenue in Recorded Product of £25.3m (2005 restated: £29.3m) was broadly inline with expectations. Revenue was lower than expected in "front line" records,partly due to the later than expected release of a key album. The division's operating loss for the half-year was £1.4m (2005 restated loss:£5.8m) and was higher than expected due to a reduced gross margin caused byhigher than forecast marketing expenditure on a number of releases in the US. Inaddition, overheads were higher than forecast largely due to a delay in closingthe Raleigh office and transferring remaining staff to New York and theattendant administrative costs. A key factor affecting Recorded Product during the period under review has beenthe constraints imposed in the division with regard to originating new projectsand signing new artists while the Group's financial position was being secured. Revenue has also been affected by the long period of uncertainty and has foundit very difficult to negotiate new opportunities during the period. There wasencouraging activity in the half-year including Morrissey's new album"Ringleader of the Tormentors" which reached number one in the UK as well asalbums from Rough Trade signed artists Babyshambles, The Strokes and ArcadeFire. Artist Services Revenue in Artist Services was £6.9m (2005 restated: £10.4m) with the majorityarising from UK artist management activities. Artist Services comprises artistmanagement and live agency. The performance in this division has been lower thanthe Board's expectations and the principal reason for this has been the effectof delays in the signing of some income generating contracts with a number ofkey artists that affected turnover in the UK and in the US. The division's operating loss for the half year was £8.2m (2005 restated loss:£0.9m). As with Recorded Product, the activities of this division have beenadversely impacted by uncertainty surrounding the prospects for the Group.Historically, a large proportion of revenue in this division has tended to flowin the second half of the year during the prime summer touring season and theBoard expects this to be the case going forward. As noted in the AGM trading update issued on 28 April 2006 (and subsequently inthe Group's Trading Update issued on 23 June 2006), Artist Managementunderperformed against the Board's expectations during the first half. Much ofthis underperformance has arisen from timing differences with advances andtouring income delayed into the second half for certain key artists, and fromadditional costs associated with further restructuring. Highlights for thehalf-year included successful tours by Elton John, UB40 and Robert Plant. On 6 July 2006, the Group announced it had completed an agreement with MathewKnowles that brings to an end the relationship between the Company and Mr.Knowles and MW Entertainment, Productions and Management, Inc. with effect from11 May 2006. This is another important step in reorganising the Group. Frank PreslandChief Executive26 July 2006 Finance Director's review Results Revenue for the six months to 31 March 2006 for the Group was broadly in linewith the Board's expectations at £65.6m (2005 restated: £67.7m). Revenue inRecorded Product was also in line with the Board's expectations at £25.3m whilstMerchandising performed ahead of expectations with revenue at £29.7m. ArtistServices under-performed against the Board's expectations with revenue at £6.9m. The Group's operating loss for the six months to 31 March 2006 of £18.7m (2005restated £7.4m) was after £7.9m of non-recurring costs, which are explained morefully below. Before the non-recurring costs the Group's operating loss was£10.8m for the period. This reflected an adverse sales mix between therelatively high margin Artist Services activities and the lower marginMerchandising business, and a deterioration in the gross margin in RecordedProduct, and, particularly in the US, continuing high levels of returns andpricing pressures. International Financial Reporting Standards ("IFRS") The Group is reporting its financial results in accordance with InternationalFinancial Reporting Standards as adopted by the European Union ('adopted IFRS')for the first time for the financial year ended 30 September 2006. The Group'sfirst results published using the measurement and recognition principles of IFRSare these interim results with the first Annual Report under Adopted IFRS beingthe year ended 30 September 2006. The Group's date of transition to IFRS was 1October 2004 and so comparative figures have been adjusted.In summary, adopted IFRS does not affect the underlying business performance of the Group and has no impact on cash generated from operations. The principal changes to the Group's financial information under UK GAAP arising from the adoption of IFRS are as a result of: • a requirement not to amortise goodwill; • the creation of a separate translation reserve; • the inclusion of a 'Fair Value' charge in relation to employee share options; • a recognition of holiday pay entitlement; • a recognition of deferred tax assets and liabilities on certain IFRS adjustments. Looking ahead and with regards to the current financial year there will be similar impacts on the Group's financial statements resulting from the change from UK GAAP to adopted IFRS. These will in the main relate to no annual goodwill amortisation, employee share based payments and a timing adjustment to the holiday pay accrual which normalises at year end. Non-recurring costs The £7.9m of non-recurring costs in the period under review were primarilyprofessional fees associated with the fund raising and redundancy costs relatedto the restructuring. Although the refinancing of the business was completed on 20 March 2006, theprocess of restructuring will continue in some areas of the business over thecourse of this financial year. The Board is mindful that, while many of the costs associated with this exercisehave already been incurred, there will be additional costs during the secondhalf of this year. Some of these costs will relate to the planned improvement inthe Group's internal control, risk management and corporate governanceframework. Certain of the business issues facing the Group remain to be resolved. Aspreviously stated, we are seeking to dispose of the studios, publishing andcertain other businesses. We are also in discussions in relation to the disposalof the Group's interest in the Cloud 9 Loan Notes. The Board is determined toresolve these issues as soon as practicable. Since the end of the period underreview we have successfully sold Music World Entertainment for a totalconsideration of $5m and ended certain litigation with three Urban ArtistManagers. Taxation Following the significant changes the Group has undergone over the past 12months including the refinancing, the Group recently appointed Ernst & Young toreview the tax position to ensure that accumulated tax losses are fully andcorrectly utilised. This report will be finalised in the coming months. Loss Per Share The basic and diluted loss per share are £1.74. (2005 restated loss per share:£6.71). The comparatives have been adjusted for the sub consolidation of shares,so as to compare on a like for like basis. Net Borrowings The Group's net debt as at 31 March 2006 was £35.9m compared with £100.4m as at31 March 2005 and £128.4m as at 30 September 2005. Following the Placing andOpen Offer that concluded on 20 March 2006 the Group received £110.0m beforeexpenses. Cash Flow For the period under review the cash flows included amounts in relation to thefund raising (which completed on 20 March 2006) and the costs associated withboth the restructuring and refinancing of the Group. Paul WallaceFinance Director26 July 2006 Unaudited condensed consolidated interim income statementFor the six months ended 31 March 2006 Note Six months Six months Year ended ended ended 31 March 31 March 30 September 2006 2005 2005 Restated (i) Restated (ii) (unaudited) (unaudited) (unaudited) Revenue 4 65,641 67,717 147,436Cost of sales (45,854) (45,424) (143,698)Gross profit 19,787 22,293 3,738 Administrative expenses (38,682) (30,580) (132,374)Share of results from associates 237 933 (794)Loss from operating activities 4 (18,658) (7,354) (129,430) Financial income 432 63 575Financial costs (8,701) (3,940) (9,779)Net financing costs (8,269) (3,877) (9,207)Loss before taxation 4 (26,927) (11,231) (138,634) Income tax credit/(expense) 5 328 (237) (319)Loss for the period after taxation (26,599) (11,468) (138,953) Attributable to: Equity shareholders of the company (26,500) (11,421) (138,918)Minority interest (99) (47) (35)Loss for the period after taxation (26,599) (11,468) (138,953) Basic earnings per share (£) 7 (1.74) (6.71) (78.08)Diluted earnings per share (£) 7 (1.74) (6.71) (78.08) (i) The 31 March 2005 figures have been restated - see notes 8 and 9 (b).(ii) The 30 September 2005 figures have been restated - see notes 8 and 9 (a). Unaudited condensed consolidated interim statement of recognised income andexpense For the six months ended 31 March 2006 Six months Six months Year ended ended 31 ended 31 30 September March 2006 March 2005 2005 Restated (i) Restated (ii) (unaudited) (unaudited) (unaudited) £'000 £'000 £'000 Foreign exchange translation differences recognised directly in equity (1,298) 377 (2,271) Loss for the period (26,599) (11,468) (138,953) Total recognised income and expense for the period (27,897) (11,091) (141,224) Attributable to: Equity shareholders of the Company (27,798) (11,044) (141,189) Minority interest (99) (47) (35) Total recognised income and expense for the period (27,897) (11,091) (141,224) Change in accounting policy following the adoption of IAS 32 and 39 1,575 - - (i) The 31 March 2005 figures have been restated - see notes 8 and 9 (b).(ii) The 30 September 2005 figures have been restated - see notes 8 and 9 (a). Unaudited condensed consolidated interim balance sheetAt 31 March 2006 Note 31 March 31 March 30 September 2006 2005 2005 Restated (i) Restated (ii) (unaudited) (unaudited) (unaudited) £'000 £'000 £'000Non-current assetsGoodwill 69,583 88,925 74,013Intangible assets 23,665 35,610 25,308Property, plant and equipment 7,472 13,734 8,957Interest in associates 3,079 2,209 1,117Other investments 72 648 72Loan Notes 2,500 17,100 2,500Other receivables - - 1,706Deferred tax asset 2,828 1,294 2,828Total non-current assets 109,199 159,520 116,501 Current assetsInventories 5,974 11,330 5,105Trade and other receivables 54,695 95,261 52,757Cash and cash equivalents 7,183 6,457 9,739Total current assets 67,852 113,048 67,601 Total assets 177,051 272,568 184,102 Current liabilitiesTrade and other payables (60,723) (75,770) (77,258)Current tax liabilities (2,523) (3,029) (3,374)Obligations under financeleases (564) (817) (654)Bank overdraft and loans (15,330) (31,856) (24,978)Provisions (7,005) - (7,795)Total current liabilities (86,145) (111,472) (114,059) Non-current liabilitiesBank loans (20,000) (52,000) (82,000)Convertible loan notes (6,960) (21,500) (30,000)Trade and other payables - (5,076) (2,828)Obligations under financeleases (269) (669) (535)Deferred tax liabilities (2,784) (3,480) (3,132)Provisions (2,288) - (3,460)Total non-current liabilities (32,301) (82,725) (121,955) Total liabilities (118,446) (194,197) (236,014)Net assets/(liabilities) 58,605 78,371 (51,912) EquityShare capital 50,794 46,387 46,388Share premium 224,757 91,271 91,079Translation reserve (3,569) 377 (2,271)Equity reserve 340 - -Retained earnings (213,926) (59,960) (187,416)Equity attributable to equityholders of the parent company 6 58,396 78,075 (52,220) Minority interest 209 296 308 Total equity 58,605 78,371 (51,912) (i) The 31 March 2005 figures have been restated - see notes 8 and 9 (b).(ii) The 30 September 2005 figures have been restated - see notes and 9 (a). Unaudited condensed consolidated interim statement of cashflowsFor the six months ended 31 March 2006 Six months Six months Year ended ended ended 30 31March 31March September 2006 2005 2005 Restated Restated (i) (ii) (unaudited) (unaudited) (unaudited) £'000 £'000 £'000Cash flows from operating activitiesLoss for the year (26,599) (11,468) (138,953)Adjusted for:Depreciation of tangible fixed assets 1,513 1,367 5,854Amortisation of intangible assets 1,676 982 4,638Impairment of goodwill 4,464 - 21,190Provision against investment - - 14,600Financial income (432) (63) (575)Financial costs 8,701 3,940 9,206Equity settled share based payment expenses (10) 41 82(Profit)/ loss on disposal of fixed assets (226) - 1,466Taxation (328) 237 319 Operating cash flows before movements in workingcapital (11,241) (4,964) (82,173)(Increase)/decrease in inventories (869) (1,065) 5,160(Increase)/dec rease in trade and otherreceivables (2,994) (17,189) 34,013(Decrease)/increase in trade and otherpayables (18,955) 4,848 8,506Cash generated by operations (34,059) (18,371) (34,494)Income taxes paid (523) (1,377) (3,128)Interest paid (10,619) (3,940) (9,206)Net cash flow from operating activities (45,201) (23,688) (46,828) Cash flows from investing activitiesInterest received 432 63 575Sale of fixed assets 340 - -Acquisition of property, plant and equipment (173) (805) (905)Acquisition of intangibles (33) (3,612) (4,615)Acquisition of subsidiary, net of cash acquired (34) (4,595) (4,520)Net cash from investing activities 532 (8,949) (9,465) Cash flows from financing activitiesEquity dividends paid - - (1,535)Repayment of borrowings (43,000) - -Repayment of obligations under finance leases (325) (475) (905)(Repayment)/Proceeds on issue of convertibleloan notes (22,700) - 8,500Proceeds from issue of share capital 138,084 78 8Proceeds from new bank loan - 28,000 30,000Net cash from financing activities 72,059 27,603 36,068Net increase/(decrease) in cash and cashequivalents 27,390 (5,034) (20,225)Cash and cash equivalents at beginning of year (15,239) 7,257 7,257Effect of foreign exchange rate changes (1,298) 377 (2,271)Cash and cash equivalents at end of year 10,853 2,600 15,239 (i) The 31 March 2005 figures have been restated - see notes 8 and 9 (b).(ii) The 30 September 2005 figures have been restated - see notes 8 and 9 (a). Notes to the unaudited condensed consolidated interim financial statements 1. General information The Sanctuary Group plc ("the Company") and its subsidiaries ("the Group") is aninternational music group encompassing recorded product, merchandising, artistmanagement and arranging and negotiating live performances. The Group hasoffices in the United Kingdom, USA, Germany, Sweden and Holland. The Company is a limited liability company incorporated and domiciled in Englandand Wales. The address of its registered office is Sanctuary House, 45-53Sinclair Road, London W14 0NS. The Company has its primary listing on the London Stock Exchange. These condensed consolidated interim financial statements have been approved forissue by the Board of Directors on 26 July 2006. 2. UK GAAP Prior period adjustments The Board, in response to enquiries raised by the Financial Reporting ReviewPanel, performed a detailed review of the Group's current accounting policiesassisted by KPMG Audit Plc. This review also considered the nature of the prioryear adjustments and the exceptional items included in the Group's 30 September2005 financial statements. Following this review the directors concluded that the UK GAAP accountingpolicies adopted in the 2005 annual report were appropriate (other than asdiscussed in the following paragraph), but that the prior year adjustmentsdisclosed in the 2005 annual report which concerned revenue recognition andcapitalization of costs were corrections of fundamental errors and not relatedto changes of accounting policy as previously stated. The directors have also concluded that the Group's 49% equity shareholding inRough Trade Records Limited represents an investment in an associate and shouldbe accounted for as an equity investment and not consolidated as it had been inprevious periods. This fundamental error has been corrected by way of a priorperiod adjustment, in these condensed consolidated interim financial statements The previously reported financial information under UK GAAP for the six monthsended 31 March 2005 has been restated for the matters referred to above. Detailsof the effects of these prior period adjustments are set out in note 9. Section3.1 below discusses the current status of the correspondence with the FRRP andthe Directors' consideration of the exceptional items. 3. Accounting policies 3.1 Basis of preparation The comparative figures for the financial year ended 30 September 2005 are notthe Company's statutory accounts for that financial year. Those accounts, whichwere prepared under UK GAAP, have been reported on by the company's previousauditors and delivered to the Registrar of Companies. The report of the auditorswas qualified and did not include a statement under Section 237(2) or 237(3) ofthe Companies Act 1985. EU law (IAS Regulation EC 1606/2002) requires that the next annual consolidatedfinancial statements of the Company, for the year ending 30 September 2006, beprepared in accordance with International Financial Reporting Standards ("IFRS")adopted for use in the EU ("adopted IFRS"). This interim financial information has been prepared on the basis of therecognition and measurement requirements of adopted IFRS as at 31 March 2006that are effective (or available for early adoption) as at 30 September 2006,the Group's first annual reporting date at which it is required to use adoptedIFRS. Based on these adopted IFRS, the directors have applied the accountingpolicies, as set out below, which they expect to apply when the first annualIFRS financial statements are prepared for the year ending 30 September 2006. However, the adopted IFRS that will be effective (or available for earlyadoption) in the annual financial statements for the year ending 30 September2006 are still subject to change and to additional interpretations and thereforecannot be determined with certainty. Accordingly, the accounting policies forthat annual period will be determined finally only when the annual financialstatements are prepared for the year ending 30 September 2006. These condensed consolidated interim financial statements are for the six monthsended 31 March 2006. These condensed consolidated interim financial statementshave been prepared in accordance with the recognition and measurement principlesof adopted IFRS. The Group has not adopted the disclosure requirements of IAS 34"Interim Financial Reporting". As noted above, the audit opinion on the 2005 financial statements was qualifiedon the basis that the auditors did not agree with certain of the prior yearadjustments. This qualification is therefore relevant also to the 2004 restatedbalance sheet. The 2005 financial statements were the subject of an enquiry bythe Financial Reporting Review Panel ('FRRP'). In response to this enquiry, theGroup carried out a review of the 2005 restatements. As a result of this reviewthe Directors concluded that the prior year adjustments reflected in those 2005financial statements arose as a result of the correction of fundamental errors,not as a result of changes in accounting policies, as was stated in the 2005financial statements. No adjustments were required to be made to the UK GAAP consolidated balancesheet of the Group as at 30 September 2005 as a result of these matters althoughthe Directors separately identified the Rough Trade adjustment discussed above.In addition, the Group has reviewed in detail all those exceptional itemsreported in the year ended 30 September 2005. The Group has concluded that thereis no appropriate basis to allocate these items to prior years. IFRS 1 exemptions IFRS 1, "First-time Adoption of International Financial Reporting Standards"sets out the procedures that the Group must follow when it adopts IFRS for thefirst time as the basis for preparing its consolidated financial statements. TheGroup is required to establish its IFRS accounting policies as at 1 October 2005and, in general, apply these retrospectively to determine the IFRS openingbalance sheet at its date of transition, 1 October 2004. This standard provides a number of optional exceptions to this generalprinciple. The most significant of these are set out below, together with adescription in each case of the exception adopted by the Group in thesestatements. Business combinations (IFRS 3, "Business Combinations") The Group has elected not to apply IFRS 3 retrospectively to businesscombinations prior to 1 October 2004. Therefore business combinations prior tothis date have not been revisited in order to separately identify specificintangible assets acquired. As a result, goodwill arising from past businesscombinations has not been amortised after the date of transition to IFRS. Thebalance of goodwill at 1 October 2004 will be subject to an annual impairmentreview but will no longer be amortised going forward. All other business combinations since 1 October 2004 have been accounted forunder IFRS. Share-based payment transactions (IFRS 2, "Share-based Payment") The Group has elected to apply IFRS 2 only to all relevant share-based paymenttransactions granted after 7 November 2002 that had not fully vested at 1January 2005. IAS 21 "The effect of changes in foreign exchange rates" The Group has taken the option to set the cumulative level of translationdifferences relating to foreign operations held within reserves to nil at 1October 2004. IAS 32 and IAS 39 exemption Financial Instruments (IAS 39, "Financial Instruments: Recognition andMeasurement" and IAS 32, "Financial Instruments: Disclosure and Presentation") The Group has taken advantage of the exemption in IAS 32 and 39 that enables theGroup to only apply these standards from 1 October 2005. Accordingly, thecomparative financial information is not directly comparable. The Group's consolidated financial statements were prepared in accordance withUK GAAP until 30 September 2005. UK GAAP differs in some areas from IFRS. Inpreparing the Group's March 2006 condensed consolidated interim financialstatements, management has amended certain accounting and valuation methodsapplied in the UK GAAP financial statements to comply with IFRS. The comparativefigures in respect of 2005 were restated to reflect these adjustments, except asdescribed in the accounting policies. Reconciliations and descriptions of the effect of the transition from UK GAAP toIFRS on the Group's equity and its net income are provided in Note 8. These condensed consolidated interim financial statements have been preparedunder the historical cost convention, as modified by the revaluation of certainfinancial assets and financial liabilities (including derivative instruments) atfair value through profit or loss. The accounting policies have been appliedconsistently throughout the Group for the purposes of these consolidated interimfinancial statements. 3.2 Basis of consolidation Subsidiaries Subsidiaries are entities controlled by the Company. Control exists when theCompany has the power, directly or indirectly, to govern the financial andoperating policies of an entity so as to obtain benefits from its activities. Inassessing control, potential voting rights that presently are exercisable orconvertible are taken into account. The financial statements of subsidiaries areincluded in the consolidated financial statements from the date that controlcommences until the date control ceases. Associates Associates are those entities in which the Group has significant influence, butnot control, over the financial and operating policies. The consolidatedfinancial statements include the Group's share of the total recognised incomeand expense of associates on an equity accounted basis, from the date thatsignificant influence commences until the date that significant influenceceases. When the Group's share of losses exceeds its interest in an associate,the Group's carrying amount is reduced to nil and recognition of further lossesis discontinued except to the extent that the Group has incurred legal orconstructive obligations or made payments on behalf of an associate. Jointly controlled entities Jointly controlled entities are those entities over whose activities the Grouphas joint control, established by contractual agreement. The consolidatedfinancial statements include the Group's "proportionate share of the entities'assets, liabilities, revenue and expenses with items of a similar nature on aline by line basis/share of the total recognized gains and losses of jointlycontrolled entities on an equity accounted basis". From the date that jointcontrol commences until the date that joint control ceases. Transactions eliminated on consolidation Intragroup balances and income and expenses arising from intragrouptransactions, are eliminated in preparing the consolidated financial statements.Any unrealised gains and losses arising from the translation of foreign currencyintragroup balances which are not eliminated on consolidation are written off tothe income statement or charged directly to equity as appropriate. 3.3 Segment reporting A business segment is a group of assets and operations engaged in providingproducts or services that are subject to risks and returns that are differentfrom those of other business segments. A geographical segment is engaged inproviding products or services within a particular economic environment that issubject to risks and returns that are different from those of segments operatingin other economic environments. Foreign currency Transactions and balances Transactions in foreign currencies are translated at the foreign exchange rateruling at the date of the transaction. Monetary assets and liabilitiesdenominated in foreign currencies at the balance sheet date are translated topounds sterling at the foreign exchange rate ruling at that date. Foreignexchange differences arising on translation are recognised in the incomestatement. Non-monetary assets and liabilities that are measured in terms ofhistorical cost in a foreign currency are translated using the exchange rate atthe date of the transaction. Non-monetary assets and liabilities denominated inforeign currencies that are stated at fair value are translated to poundssterling at foreign exchange rates ruling at the dates the fair value wasdetermined. (See attached). Foreign Operations The assets and liabilities of foreign operations, including goodwill and fairvalue adjustments arising on consolidation, are translated at foreign exchangerates ruling at the balance sheet date. The revenues and expenses of foreignoperations are translated at an average rate for the period where this rateapproximates to the foreign exchange rates ruling at the dates of thetransactions. Exchange differences arising from this translation of foreign operations aretaken directly to the translation reserve. They are released into the incomestatement upon disposal. 3.4 Property, plant and equipment Owned assets Items of property, plant and equipment are stated at cost less accumulateddepreciation (see below) and impairment losses. Where parts of an item of property, plant and equipment have different usefullives, they are accounted for as separate items of property, plant andequipment. Depreciation Depreciation is charged to the income statement on a straight-line basis overthe estimated useful life of each part of an item of property, plant andequipment. Land is not depreciated. The estimated useful lives are as follows: Freehold property 50 yearsLeasehold improvements life of leaseFixtures, fittings and equipment 3 - 10 yearsComputer and office audio-visual equipment 3 yearsMotor vehicles 4 years or over period of lease The assets' residual values and useful lives are reviewed and adjusted ifappropriate, at each balance sheet date. Gains and losses on disposals are determined by comparing proceeds with carryingamount. These are included in the income statement. 3.5 Intangible assets Goodwill All business combinations are accounted for by applying the purchase method ofaccounting. Goodwill represents amounts arising on acquisition of subsidiariesand associates. In respect of business acquisitions that have occurred since 1October 2004, goodwill represents the difference between the cost of theacquisition and the fair value of the net identifiable assets acquired. In respect of acquisitions prior to this date, goodwill is included on the basisof its deemed cost, which represents the amount recorded under UK GAAP which wasbroadly comparable save that only separable intangibles were recognised andgoodwill was amortised. The classification and accounting treatment of businesscombinations that occurred prior to 1 October 2004 has not been reconsidered inpreparing the Group's opening IFRS balance sheet at 1 October 2004. Goodwill is stated at cost less any accumulated impairment losses. Goodwill isallocated to cash-generating units and is no longer amortised but is testedannually for impairment. Other intangible assets Other intangible assets that are acquired by the Group are stated at fair valueon acquisition less accumulated amortisation (see below) and impairment losses. Subsequent expenditure Subsequent expenditure on capitalised intangible assets is capitalised only whenit increases the future economic benefits embodied in the specific asset towhich it relates. All other expenditure is expensed as incurred. Amortisation Amortisation is charged to the income statement on a straight-line basis overthe estimated useful lives of intangible assets unless such lives areindefinite. Goodwill and other intangible assets with an indefinite useful lifeare tested for impairment at each balance sheet date. Other intangible assetsare amortised from the date they are available for use. The estimated usefullives are determined separately for each acquisition. 3.6 Impairment The carrying amounts of the Group's assets, other than inventories and deferredtax assets, are reviewed at each balance sheet date to determine whether thereis any indication of impairment. If such indication exists, the asset'srecoverable amount is estimated. Where the assets do not generate cash flows that are independent from otherassets, estimates are made of the cash flows of the cash generating unit towhich the asset belongs. For goodwill, assets that have an indefinite useful life and intangible assetsthat are not yet available for use, the recoverable amount is estimated at eachbalance sheet date. An impairment loss is recognised wherever the carrying amount of an asset or itscash-generating unit exceeds its recoverable amount. Impairment losses arerecognised in the income statement. Impairment losses recognised in respect of cash-generating units are allocatedfirst to reduce the carrying amount of any goodwill allocated to cash-generatingunits and then, to reduce the carrying amount of the other assets in the unit ona pro rata basis. 3.7 Loan Notes Loan Notes are stated at the lower of cost and net realisable value. Netrealisable value is the amount that is expected to be recovered, principallythrough sale. 3.8 Inventories Inventories are stated at the lower of cost and net realisable value. Netrealisable value is the estimated selling price in the ordinary course ofbusiness, less the estimated costs of completion and selling expenses. 3.9 Trade and other receivables Trade and other receivables are stated at cost less provisions. 3.10 Cash and cash equivalents Cash and cash equivalents comprise cash balances and call deposits. Bank overdrafts that are repayable on demand and form an integral part of theGroup's cash management are included as a component of cash and cash equivalentsfor the purposes of the statement of cash flows. 3.11 Share capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or optionsare shown in equity as a deduction from the proceeds, net of tax 3.12 Interest-bearing borrowings Interest-bearing borrowings are recognised initially at cost less attributabletransaction costs. Subsequent to initial recognition, interest-bearingborrowings are stated at amortised cost with any difference between cost andredemption value being recognised in the income statement over the period of theborrowings on an effective interest rate basis. 3.13 Employee benefits Defined contribution plans Obligations for contributions to defined contribution pension plans arerecognised as an expense in the income statement as incurred. Termination benefits Termination benefits may be payable when employment is terminated, or when anemployee accepts voluntary redundancy in exchange for these benefits. The Grouprecognises termination benefits when it is demonstrably committed to either:terminating the employment of current employees according to a detailed formalplan without possibility of withdrawal; or providing termination benefits as aresult of an offer made to encourage voluntary redundancy. Profit sharing and bonus plans The Group recognises a liability and an expense for bonuses and profit sharing.The Group recognises a provision where contractually obliged or where there is apast practice that has created a constructive obligation. Share-based payment transactions The share option programme allows Group employees to acquire shares of theCompany. The fair value of options granted is recognised as an employee expensewith a corresponding increase in equity. The fair value is measured at grantdate and spread over the period during which the employees becomeunconditionally entitled to the options. The fair value of the options grantedis measured using an appropriate option pricing model, taking into account theterms and conditions upon which the options were granted. The amount recognisedas an expense is adjusted to reflect the actual number of share options thatvest except where forfeiture is only due to share prices not achieving thethreshold for vesting. 3.14 Trade and other payables Trade and other payables are stated at cost. 3.15 Provisions A provision is recognised in the balance sheet when the Group has a presentlegal or constructive obligation as a result of a past event, and it is probablethat an outflow of economic benefits will be required to settle the obligation.If the effect is material, provisions are determined by discounting the expectedfuture cash flows at a pre-tax rate that reflects current market assessments ofthe time value of money and, where appropriate, the risks specific to theliability. Onerous contracts A provision for onerous contracts is recognised when the expected benefits to bederived by the Group from a contract are lower than the unavoidable cost ofmeeting its obligations under the contract. 3.16 Revenue recognition Revenue Revenue comprises the fair value of the sale of goods and services, net ofvalue-added tax, rebates and discounts. Revenue is shown net of provisions madein respect of expected future returns of goods and services supplied prior tothe balance sheet date. Revenue relating to licensing income is accounted for onan accruals basis. Financial Income Financial Income comprises interest receivable on funds invested. Interestincome is recognised in the income statement as it accrues. 3.17 Expenses Origination costs Costs incurred in readying a saleable product for manufacture or distributionare expensed as incurred. 3.18 Income tax Income tax on the profit or loss for the year comprises current and deferredtax. Income tax is recognised in the income statement except to the extent thatit relates to items recognised directly in equity, in which case it isrecognised in equity. Current tax is the expected tax payable on the taxable income for the year,using the tax rates enacted or substantively enacted at the balance sheet date,and any adjustments to tax payable in respect of previous years. Deferred tax is provided using the balance sheet liability method, providing fortemporary differences between the carrying amounts of assets and liabilities forfinancial reporting purposes and the amounts used for taxation purposes. Thefollowing temporary difference is not provided for; goodwill not deductible fortax purposes. The amount of deferred tax provided is based on the expectedmanner of realisation or settlement of the carrying amount of assets andliabilities, using tax rates enacted or substantively enacted at the balancesheet date. Deferred tax assets are recognised to the extent that it is probable that futuretaxable profit will be available against which the temporary differences can beutilised. Deferred tax assets are reduced to the extent that it is no longerprobable that the related tax benefit will be realised. No provision is made for deferred tax which would become payable on thedistribution of retained profits by foreign subsidiaries unless there is anintention to distribute such retained profits. 3.19 Leases The Group is the lessee Leases where the lessor retains substantially all the risks and rewards ofownership are classified as operating leases. Payments made under operatingleases are charged to the income statement on a straight-line basis over theperiod of the lease. Lease incentives are recognised in the income statement as an integral part ofthe total lease expense. Leases where the lessee retains all the risks andrewards of ownership are classified as finance leases. Minimum lease paymentsare apportioned between the finance charge and the reduction of outstandingliability. The finance charge is allocated to each period during the lease termso as to produce a constant periodic rate of interest on the remaining balanceof the liability. The Group is the lessor Rental income from sub-leases is recognised on a straight-line basis over thelease term. 3.20 Dividend distribution Dividend distribution to the Company's shareholders is recognised as a liabilityin the Group's financial statements in the period in which the dividends areapproved by the Company's shareholders. 3.21 Financial instruments Convertible Loan Notes Convertible loan notes are regarded as compounded instruments, consisting of aliability component and an equity component. At the date of issue, the fairvalue of the liability component is estimated using the prevailing marketinterest rate for similar non-convertible debt. The difference between theproceeds of issue of the convertible loan notes and the fair value assigned tothe liability component, representing the embedded option to convert theliability into equity of the Group, is included in equity. 4. Segment information Segment information is presented in the condensed consolidated interim financialstatements in respect of the Group's business segments, which are the primarybasis of segment reporting. The business segment reporting format reflects theGroup's management and internal reporting structure. Segment results include items directly attributable to a segment as well asthose that can be allocated on a reasonable basis. Business segments At 31 March 2006, the Group comprised of the following main business segments: • Recorded product • Merchandising • Artist services Business Segments For the six months ended 31 March 2006 Segment Revenue Segment Result Six Six Year Six Six Year months months ended months months ended ended ended 30 ended ended 30 31 March 31 March September 31 March 31 March September 2006 2005 2005 2006 2005 2005 £'000 £'000 £'000 £'000 £'000 £'000Business segment Recorded Product 25,304 29,251 59,035 (1,374) (5,829) (64,532)Merchandising 29,714 23,619 55,679 940 3,433 491Artist Services 6,866 10,434 25,161 (8,216) (854) (31,170)Other 3,757 4,412 7,561 (1,566) (635) (10,152) 65,641 67,716 147,436 (10,216) (3,885) (105,363) Unallocated expenses (8,442) (3,469) (9,467)Provision against Loan Notes - - (14,600) Loss from operating activities (18,658) (7,354) (129,430) Net financing costs (8,269) (3,877) (9,204) Loss before taxation (26,927) (11,231) (138,634) Income tax credit/ (expense) 328 (237) (319) Loss for the period after taxation (26,599) (11,468) (138,953) 5. Income taxes Current tax Current tax expense for the interim periods presented is the expected taxpayable on the taxable income for the period. Current tax for current and prior periods is classified as a current liabilityto the extent that it is unpaid. Amounts paid in excess of amounts owed areclassified as a current asset. Deferred tax The amount of deferred tax provided is based on the expected manner ofrealisation or settlement of the carrying amount of assets and liabilities,using the estimated average annual effective income tax rate for the interimperiods presented. The primary component of the entity's recognised deferred tax asset includestemporary differences relating to the cumulative excess of depreciation overcapital allowances and trading losses available for offset against futureprofits. Deferred tax expense arises from the origination and reversal of temporarydifferences, the effects of changes in tax rates and the benefit of tax lossesrecognised. Six months Six months Year ended ended ended 30 September 31 March 2006 31 March 2005 2005 (unaudited) (unaudited) (unaudited) £'000 £'000 £'000 Total current tax expense 20 237 1,815Total deferred tax expense - - 2,104Deferred tax asset recognised - - (3,252)during the period Reversal of temporary differences (348) - (348)Income tax (credit)/expense (328) 237 319 6. Capital and reserves Reconciliation of movements in equityFor the six months ended 31 March 2006 Equity attributable to equity Minority Issued Share Translation Equity Retained holders of interest capital premium reserve reserve earnings the parent rates Total £'000 £'000 £'000 £'000 £'000 £'000 £'000 £'000 Balance at 1 October 2005 46,388 91,079 (2,271) - (187,416) (52,220) 308 (51,912) Change in accounting policies regarding adoption of IAS 32 and 39 1,575 1,575 1,575 Balance at 1 October 2005 (restated) 46,388 91,079 (2,271) 1,575 (187,416) (50,645) 308 (50,337) Share sub-consolidation and share issue net of costs 4,406 133,678 138,084 138,084 Total recognised income and expense for the period (1,298) (26,500) (27,798) (99) (27,897) Share based payments (10) (10) (10) Part settlement of Convertible Loan Notes (1,235) (1,235) (1,235) Total 50,794 224,757 (3,569) 340 (213,926) 58,396 209 58,605 7. Earnings per share Basic earnings and diluted earnings per share Basic earnings per share are calculated by dividing the loss for the periodattributable to ordinary shareholders by the weighted average number of ordinaryshares outstanding during the period. Six months Six months Year ended ended 31 ended 31 30 September March 2006 March 2005 2005 (unaudited) (unaudited) (unaudited) £'000 £'000 £'000 Loss for the period attributable (26,500) (11,421) (138,918)to ordinary shareholders Six months Six months Year ended ended ended 30 September 31 March 2006 31 March 2005 2005 Restated (i) Restated (i) (unaudited) (unaudited) (unaudited) Shares Shares Shares Weighted average number of shares in issue 15,172,212 1,701,545 1,779,152 Dilutive effect of shares to be issued - 2,855 3,556 Dilutive effect of BMG warrants - 3,268 69Dilutive effects of convertible loan 260,255 195,455 234,091 Dilutive effect of share options - 5,476 2,189Diluted average number of ordinary shares 15,432,467 1,908,599 2,019,057 £ £ £Basic earnings per share (1.74) (6.71) (78.08)Diluted earnings per share (1.74) (6.71) (78.08) Diluted earnings per share is equivalent to basic earnings per share as theeffect of dilutive potential ordinary shares would decrease the net loss pershare and so the potential ordinary shares cannot be treated as dilutive inaccordance with IAS 33 'Earnings per share'. (i) On 20 March 2006 each authorised and issued existing ordinary share of 12.5pin the capital of the Company was subdivided and converted into one ordinaryshare of 0.01p and one deferred share of 12.49p. Immediately following thissubdivision the issued and the authorised but unissued ordinary shares of 0.01peach were consolidated into ordinary shares of 2p each on the basis of oneordinary share for every 200 subdivided shares. In accordance with IAS 33, thecomparative weighted average number of ordinary shares has been adjusted forthis event for the purposes of calculating the basic and diluted earnings pershare. 8. Explanation of transition to adopted IFRS (i) Accounting policies As stated in note 3.1, these are the Group's first condensed consolidatedinterim financial statements for part of the period covered by the first adoptedIFRS annual consolidated financial statements prepared in accordance withadopted IFRS. The accounting policies in note 3 have been applied in preparing the condensedconsolidated interim financial statements for the six months ended 31 March2006, the comparative information for the six months ended 31 March 2005, thefinancial statements for the year ended 30 September 2005 and the preparation ofan opening adopted IFRS balance sheet at 1 October 2004 (the Group's date oftransition). The Group has adjusted amounts reported previously in the 30 September 2005financial statements prepared in accordance with UK GAAP (as adjusted - seetable below) to reflect the Group's accounting policies as per adopted IFRS.(The 2005 financial statements reflected prior year adjustments to the amountspreviously reported in the 30 September 2004 financial statements). The Group has applied the transition rules of IAS 32, "Financial Instruments:Disclosure and presentation" and IAS 39, "Financial Instruments: Recognition andmeasurement". The Group has therefore applied these standards, and the relatedaccounting policies with effect for the current period from 1 October 2005 andnot within the 2005 comparative financial periods. The Group has changed itsaccounting policy with effect from 1 October 2005 to apply this. (ii) Transition to adopted IFRS An explanation of how the transition from UK GAAP to adopted IFRS has affectedthe Group's financial position, financial performance and cash flows is set outin the following tables and the notes that accompany the tables. The Sanctuary Group plc Reconciliation of Equity at 1 October 2004 Prior Period Effect of Adjustments UK GAAP Transition Adopted Note UK GAAP (i) Restated to IFRS IFRS 1 October 2004 £'000 £'000 £'000 £'000 £'000Non-current assetsGoodwill 84,185 (1,117) 83,068 - 83,068Intangible assets 22,653 - 22,653 - 22,653Property, plant and equipment 13,652 - 13,652 - 13,652Interest in associates 159 1,117 1,276 - 1,276Other investments 17,748 - 17,748 - 17,748Other receivables 3,683 - 3,683 - 3,683Deferred tax asset 1,294 - 1,294 - 1,294Total non-current assets 143,374 - 143,374 - 143,374 Current assetsInventories 10,524 (259) 10,265 - 10,265Trade and other receivables 73,698 (3,669) 70,029 - 70,029Cash and cash equivalents 20,046 - 20,046 - 20,046Total current assets 104,268 (3,928) 100,340 - 100,340 Total assets 247,642 (3,928) 243,714 - 243,714 Current liabilitiesTrade andother payables a, b (68,454) (2,605) (71,059) 903 (70,156)Current tax liabilities (4,376) 268 (4,108) - (4,108)Obligations under financeleases (747) - (747) - (747)Bank overdraftand loans (19,054) 6,265 (12,789) - (12,789) Total current liabilities (92,631) 3,928 (88,703) 903 (87,800) Non-current liabilitiesBank loans (52,000) - (52,000) - (52,000)Convertible loan notes (21,500) - (21,500) - (21,500)Trade and other payables (5,029) - (5,029) - (5,029)Obligations under financeleases (597) - (597) - (597)Total non-current liabilities (79,126) - (79,126) - (79,126) Total liabilities (171,757) 3,928 (167,829) 903 (166,926) Net assets 75,885 - 75,885 903 76,788 Equity Share capital 41,997 - 41,997 - 41,997Share premium 81,493 - 81,493 - 81,493Retained earnings a,b,e (47,948) - (47,948) 903 (47,045)Equity attributableto equity holders of the parent 75,542 - 75,542 903 76,445 Minority interest 343 - 343 - 343 Total Equity 75,885 - 75,885 903 76,788 (i) See note 9 (a). The Sanctuary Group plc Reconciliation of Equity at 31 March 2005 Prior Period Effect of Adjustments UK GAAP Transition Adopted Note UK GAAP (i) Restated to IFRS IFRS 31 March 2005 £'000 £'000 £'000 £'000 £'000Non-current assetsGoodwill c 95,639 (1,117) 94,522 (5,597) 88,925Intangibleassets c 32,603 (8,594) 24,009 11,601 35,610Property,plant andequipment 13,734 - 13,734 - 13,734Interest inassociates 159 2,050 2,209 - 2,209Otherinvestments 17,748 - 17,748 - 17,748Deferred taxasset 1,294 - 1,294 - 1,294Totalnon-currentassets 161,177 (7,661) 153,516 6,004 159,520 Current assetsInventories 11,679 (349) 11,330 - 11,330Trade andotherreceivables 153,131 (57,870) 95,261 - 95,261Cash and cashequivalents 6,457 - 6,457 - 6,457 Total currentassets 171,267 (58,219) 113,048 - 113,048 Total assets 332,444 (65,880) 266,564 6,004 272,568 Current liabilitiesTrade andother payables a, b (67,942) (7,058) (75,000) (770) (75,770)Current taxliabilities (3,297) 268 (3,029) - (3,029)Obligationsunder financeleases (817) - (817) - (817)Bank overdraftand loans (40,732) 8,876 (31,856) - (31,856) Total currentliabilities (112,788) 2,086 (110,702) (770) (111,472) Non-currentliabilitiesBank loans (52,000) - (52,000) - (52,000)Convertibleloan notes (21,500) - (21,500) - (21,500)Trade andother payables (5,076) - (5,076) - (5,076)Obligationsunder financeleases (669) - (669) - (669)Deferred taxliabilities (7,365) 7,365 - (3,480) (3,480) Totalnon-currentliabilities (86,610) 7,365 (79,245) (3,480) (82,725) Totalliabilities (199,398) 9,451 (189,947) (4,250) (194,197) Net assets 133,046 (56,429) 76,617 1,754 78,371 EquityShare capital 46,387 - 46,387 - 46,387Share premium 91,271 - 91,271 - 91,271Translationreserve d - - - 377 377Retainedearnings a to (5,841) (55,496) (61,337) 1,377 (59,960) eEquityattributableto equityholders of theparent 131,817 (55,496) 76,321 1,754 78,075 Minorityinterest 1,229 (933) 296 - 296 Total Equity 133,046 (56,429) 76,617 1,754 78,371 (i) See note 9 (b) for a detailed breakdown of the prior period adjustments. The Sanctuary Group plc Reconciliation of Equity at 30 September 2005 Note UK GAAP Prior UK GAAP Effect of Adopted Effect Adopted Period Restated transition IFRS of IFRS adjustments to IFRS adoption of IAS 32 & IAS (i) 39 30 September 2005 1 October 2005 £'000 £'000 £'000 £'000 £'000 £'000 £'000Non-currentassetsGoodwill c 78,287 (1,117) 77,170 (3,157) 74,013 - 74,013Intangibleassets c 14,896 (29) 14,867 10,441 25,308 - 25,308Property,plant andequipment 8,957 8,957 - 8,957 - 8,957Interest inassociates 0 1,117 1,117 - 1,117 - 1,117Available for sale investments 2,572 2,572 - 2,572 - 2,572Otherreceivables 1,706 1,706 - 1,706 - 1,706Deferred taxasset 3,163 (335) 2,828 - 2,828 - 2,828Totalnon-currentassets 109,581 (364) 109,217 7,284 116,501 - 116,501 CurrentassetsInventories 5,296 (191) 5,105 - 5,105 - 5,105Trade andotherreceivables 57,253 (4,496) 52,757 - 52,757 - 52,757Cash and cashequivalents 9,739 0 9,739 - 9,739 - 9,739Total currentassets 72,288 (4,687) 67,601 - 67,601 - 67,601 Total assets 181,869 (5,051) 176,818 7,284 184,102 - 184,102 CurrentliabilitiesTrade andother payables b (69,332) (7,126) (76,458) (800) (77,258) - (77,258)Current taxliabilities (3,577) 203 (3,374) - (3,374) - (3,374)Obligationsunder financeleases (654) 0 (654) - (654) - (654)Bankoverdraft and loans (36,952) 11,974 (24,978) - (24,978) - (24,978)Provisions (7,795) - (7,795) - (7,795) - (7,795)Total currentliabilities (118,310) 5,051 (113,259) (800) (114,059) - (114,059) Non-currentliabilitiesBank loans (82,000) - (82,000) - (82,000) - (82,000)Convertibleloan notes g (30,000) - (30,000) - (30,000 1,575 (28,425)Trade andother (2,828) - (2,828) - (2,828) - (2,828)payablesObligationsunder financeleases c (535) - (535) - (535) - (535)Deferred taxliabilities - - - (3,132) (3132) - (3132)Provisions (3,460) - (3,460) - (3,460) - (3,460)Totalnon-currentliabilities (118,823) - (118,823) (3,132) (121,955) 1,575 (120,380) Totalliabilities (237,133) 5,051 (232,082) (3,932) (236,014) 1,575 (234,439) Net liability (55,264) - (55,264) 3,352 (51,912) 1,575 (50,337) EquityShare capital 46,388 - 46,388 - 46,388 - 46,388Share premium 91,079 - 91,079 - 91,079 - 91,079Translationreserve d - - (2,271) (2,271) - (2,271)Equity reserve g - - - - 1,575 1,575Retainedearnings b to (193,039) - (193,039) 5,623 (187,416) - (187,416) eEquityattributableto equityholders ofthe parent (55,572) - (55,572) 3,352 (52,220) 1,575 (50,645) Minorityinterest 308 - 308 - 308 - 308 Total Equity (55,264) - (55,264) 3,352 (51,912) 1,575 (50,337) (i) See note 9 (a). Notes to the effect of transition to adopted IFRS (a) Dividend creditor not recognised Under IAS 10, "Events after the Balance Sheet Date", the liability for dividendsis not recognised until a formal obligation arises. As a result, the finaldividend at 1 October 2004 of £1,550,000, that was accrued under UK GAAP havebeen reversed under adopted IFRS. (b) Holiday pay accrual Under IAS 19, "Employee Benefits", all accumulating employee compensatedabsences that are unused at the balance sheet date must be recognised as aliability. An adjustment of £647,000 was made at the transition date torecognise the holiday pay obligation at 1 October 2004, this was then utilised.An additional adjustment was made of £785,000 at 31 March 2005 in respect of theinterim provision. This was utilised during the year ended 30 September 2005 anda new accrual was raised of £800,000 at 30 September 2005. (c) Business combinations The Group has applied IFRS 3 to all business combinations that have occurredsince 1 October 2004 (the date of transition to adopted IFRS). The Group haselected not to apply IFRS retrospectively to any business combination thatoccurred prior to 1 October 2004. Goodwill on acquisitions is no longeramortised, but is held at its UK GAAP carrying value at the transition date.Instead, goodwill is subject to an annual impairment review. As a result,amortisation on goodwill arising from past business combinations charged underUK GAAP of £2,524,000 at 31 March 2005 and £4,964,000 at 30 September 2005 hasbeen reversed under IFRS. From 1 October 2004, business acquisitions have beenaccounted for in accordance with IFRS 3 and the purchase price has beenallocated across the acquiree's identifiable assets and liabilities. As aresult, a number of intangible assets have been recognised on acquisition and anamortisation charge has been recorded under adopted IFRS of £1,160,000 at 30September 2005. A requirement of IAS 12, "Income Tax", is to provide a full deferred taxliability in respect of intangible assets, other than goodwill, which wererecognised on acquisitions since 1 October 2004 to the extent that theircarrying amount in the financial statements exceed their tax base. Deferred taxliabilities of £3,132,000 were included in deferred tax liabilities. (d) Translation of foreign operations Under IAS 21, "The Effects of Changes in Foreign Exchange Rates", the assets andliabilities of foreign operations are translated at the closing rate at thebalance sheet date, and the income and expenses for each income statement aretranslated at the average rate for the period. The resulting exchangedifferences must be recognised as a separate component of equity, until thedisposal of the foreign operation when the accumulated exchange differences willbe recognised in the income statement when the gain or loss on disposal isrecognised. This is different from UK GAAP where all exchange differences aretaken directly to retained earnings. An adjustment of £377,000 at 31 March 2005 and £2,271,000 at 30 September 2005to reclassify exchange losses for foreign operations from retained earnings toother reserves was made. The Group has taken the option to set the cumulative level of translationdifferences relating to foreign operations held within reserves to nil at 1October 2004. (e) Share-based payment The Group applied IFRS 2 to all relevant share-based payment transactionsgranted after 7 November 2002 that had not fully vested at 1 January 2005. The Group accounted for these share-based payment transactions at intrinsicvalue under UK GAAP. This has been adjusted to fair value at grant date to beconsistent with the Group policies. The effect of accounting for equity-settled share-based payment transactions atfair value is to increase administration expenses by £41,000 for the six monthsended 31 March 2005 and by £82,000 for the year ended 30 September 2005. Theadoption of IFRS 2 is equity-neutral for equity-settled transactions. Theexpense recognised for the consumption of employee services received asconsideration for share options granted will be deductible for tax purposes whenthe share options are exercised. The tax deduction is equivalent to the marketprice on the date of exercise less the exercise price. (f) The effect of the above adjustments on retained earnings is as follows: 1 October 31 March 30 September 2004 2005 2005 £'000 £'000 £'000Retained earnings under UK GAAP (47,948) (61,337) (193,039) IAS 10 - Events after the 1,550 15 -Balance Sheet Date IAS 19 - Employee Benefits (647) (785) (800)IFRS 3 - Business Combinations - - 586IAS 21 - The Effects of Changes in Foreign Exchange Rates - (377) 2,271 IAS 38 - Intangible Assets - 2,524 3,566Retained earnings under IFRS (47,045) (59,960) (187,416) (g) Financial instruments The Group has applied the transition rules of IAS 32 and IAS 39. The Group hastherefore applied these standards and the related accounting policies witheffect for the current period from 1 October 2005 and not within the 2005comparative financial periods. An adjustment was made as at 1 October 2005 inrelation to this. Convertible loan notes are regarded as compounded instruments, consisting of aliability component and an equity component. At the date of issue, the fairvalue of the liability component is estimated using the prevailing marketinterest rate for similar non-convertible debt. The difference between theproceeds of issue of the convertible loan notes and the fair value assigned tothe liability component, representing the embedded option to convert theliability into equity of the Group, is included in equity. An adjustment of£1,575,000 as at 1 October 2005 was made to an equity reserve in relation to the£30,000,000 Convertible Loan Notes outstanding as at that date. Reconciliation of Profit for 2005 for the six months ended 31 March 2005 Prior Effect of Adopted Period UK GAAP transition IFRS Note UK GAAP adjustments Restated to IFRS (i) 31 March 2005 £'000 £'000 £'000 £'000 £'000 Revenue 85,028 (17,311) 67,717 - 67,717Cost of sales (48,945) 3,521 (45,424) - (45,424)Gross Profit 36,083 (13,790) 22,293 - 22,293Administrative expenses b,c,e. (34,387) 1,462 (32,925) 2,345 (30,580)Share of profit of associates - 933 933 - 933 Loss from operations 1,696 (11,395) (9,699) 2,345 (7,354) Net finance costs (3,877) (3,877) - (3,877) Loss on ordinary activities before taxation (2,181) (11,395) (13,576) 2,345 (11,231) Income tax (587) 350 (237) - (237) Loss on ordinary activities after taxation (2,768) (11,045) (13,813) 2,345 (11,468) Minority interest (886) 933 47 - 47 Loss on ordinary activities after taxation (3,654) (10,112) (13,766) 2,345 (11,421) (i) See note 9 (b) for a detailed breakdown of the prior period adjustments. Reconciliation of Profit for 2005 for the year ended 30 September 2005 Prior Effect of Adopted Period UK GAAP transition IFRS Note UK GAAP adjustments Restated to IFRS (ii) 30 September 2005 £'000 £'000 £'000 £'000 £'000 Revenue 156,144 (8,708) 147,436 - 147,436Cost of sales (153,182) 9,484 (143,698) - (143,698)Gross Profit 2,962 776 3,738 - 3,738Administrative expenses b,c,e. (136,317) 374 (135,943) 3,569 (132,374) Share of loss of associates - (794) (794) - (794) Loss from operations (133,355) 356 (132,999) 3,569 (129,430)Net finance costs (9,204) - (9,204) - (9,204)Loss on ordinary activities before taxation (142,559) 356 (142,203) 3,569 (138,634) Income tax (311) (356) (667) 348 (319)Loss on ordinary activities after taxation (142,870) - (142,870) 3,917 (138,953) Minority interest 35 - 35 - 35Loss on ordinary activities after taxation (142,835) - (142,835) 3,917 (138,918) (ii) See note 9 (a). Explanation of material adjustments to the cash flow statement Under adopted IFRS the Group has chosen to present its cash flows using theindirect method. The cashflows for periods ended 31 March 2005 and 30 September 2005 have beenrestated to reflect the prior period adjustments as disclosed in note 9. 9. Prior period adjustments (a) The directors have reconsidered the treatment with regard to the Group's 49%equity shareholding in Rough Trade Records Limited and have concluded that theGroup does not have dominant influence and therefore this represents aninvestment in an associate rather than a subsidiary and should be accounted foras an equity investment and not consolidated. A prior period adjustment has beenmade to the period ended 31 March 2005 and the year ended 30 September 2005 inrelation to this. (b) The effect of the above reclassification and the Group's correction offundamental errors on revenue recognition and capitalisation of costs on theconsolidated profit and loss account for the period ended 31 March 2005 and onthe balance sheet at that date under UK GAAP were as follows: Effect on UK GAAP consolidated profit and loss account For the period ended 31 March 2005 Effect on Effect on turnover profit Increase / Increase / (decrease) (decrease) £'000 £'000 Correction of fundamental errors:- Revenue recognition (13,521) (10,744)Capitalisation of costs - 282Adjustment for Rough Trade Records Limited (3,790) - Turnover of the period (17,311) Group operating (loss) / profit for the period (10,462)Taxation on ordinary activities 350 Retained loss for the period (10,112)Exchange differences 1,329 Profit and loss account reserve for period ended 31 March 2005 (8,783)Profit and loss account reserve for periods prior to the period ended 31 March 2005 (46,713) Accumulated effect on profit and loss account reserve (55,496) Accumulated reduction in net assets (55,496) Reconciliation of restated and previously reported UK GAAP consolidated profitand loss account For the period ended 31 March 2005 As Revenue Capitalisation Accounting Tax on As originally recognition of costs for adjustments restated reported adjustments associates £'000 £'000 £'000 £'000 £'000 £'000 Total turnover 85,028 (13,521) - (3,790) - 67,717Cost of sales (48,945) 2,777 (687) 1,431 - (45,424) Gross profit 36,083 (10,744) (687) (2,359) - 22,293Administrative expenses (34,387) - 969 493 - (32,925) Share of results from associates - - - 933 - 933 Total Group operating profit/ (loss) 1,696 (10,744) 282 (933) - (9,699) Taxation on ordinary activities (587) - - - 350 (237) Minority Interests (886) - - 933 - 47 Retained loss for the period (3,654) (10,744) 282 - 350 (13,766) Reconciliation of restated and previously reported UK GAAP consolidated balancesheet As at 31 March 2005 As Revenue Capitalisation Accounting Tax on As originally recognition of cost for adjust- restated reported adjustment adjustment associates ments £'000 £'000 £'000 £'000 £'000 £'000Fixed assets Intangible assets 32,603 - (8,562) (32) - 24,009Goodwill 95,639 - - (1,117) - 94,522Tangible assets 13,734 - - - - 13,734Investments 17,907 - - 2,050 - 19,957Share of gross 2,124 - - - - 2,124assets Share of gross (2,124) - - - - (2,124)liabilities 159,883 - (8,562) 901 - 152,222 Current assets Stocks 11,679 - - (349) - 11,330Debtors - amounts falling 110,232 (32,846) - (5,324) - 72,062due within one year - amounts falling 44,193 (19,700) - - - 24,493due after one year Cash at bank and in hand 6,457 - - - - 6,457 172,561 (52,546) - (5,673) - 114,342Creditors: amounts falling due within one year (112,788) (1,753) - 3,839 - (110,702) Net current assets 59,773 (54,299) - (1,834) - 3,640 Total assets less current liabilities 219,656 (54,299) (8,562) (933) - 155,862 Creditors: amounts falling due after one year (79,245) - - - - (79,245) Provisions for liabilities and charges (7,365) - - - 7,365 - Net assets 133,046 (54,299) (8,562) (933) 7,365 76,617 Capital and reserves Called up share capital 46,387 - - - - 46,387 Share premium account 91,271 - - - - 91,271 Profit and loss account (5,841) (54,299) (8,562) - 7,365 (61,337) Equity shareholders' funds 131,817 (54,299) (8,562) - 7,365 76,321 Minority interests 1,229 - - (933) - 296 Total capital employed 133,046 (54,299) (8,562) (933) 7,365 76,617 The overall effect of these changes on the Group is to reduce shareholders'funds brought forward as at 1 October 2004 by £55,496,000, reported under UKGAAP 10. Contingent Liabilities There are no contingent Group liabilities as at 31 March 2006 (2005: £Nil) inrespect of indemnities, warranties and guarantees in relation to subsidiariesand various companies and partnerships where the beneficial owners are artistswith whom the Group has management, agency or other commercial relationships. The Group is involved in various legal proceedings, arising in the normal courseof business. The Directors believe they have legal and factual defences to theseclaims and do not believe the Group has any liability significantly in excess ofthe provisions made. Adverse verdicts in these matters, however, could result inmaterial losses to the Group. Save as set out below, there are no and there have not been any legal,governmental or arbitration proceedings (including any such proceedings whichare pending or threatened of which the Group is aware) which may have or havehad in the recent past a significant effect on the Company and/or the Group'sfinancial position or profitability. Sugar Hill Records Sanctuary Records Group Limited and Sanctuary Copyrights Limited are engaged inan action brought by Sylvia Robinson, Sylvia Inc. and others in the courts ofNew York, alleging that these companies failed to account and pay royalties tothe plaintiffs pursuant to certain contracts entered into between the plaintiffsand Sugar Hill Records (which were acquired by Sanctuary Copyrights Limited in1995) and seeking damages and rescission of those contracts or, in thealternative, an accounting of royalties. A default judgment was entered for theplaintiffs in May 2004 partially rescinding the contracts and awarding theplaintiffs the proceeds derived by the defendant companies from 15 May 1995 fromthe exploitation of the recordings which were the subject of those contracts. Aninquest was directed to determine the amounts derived by the defendant companiesto be awarded to the plaintiffs. In June 2004, the Group moved to vacate thedefault judgment but was unsuccessful. On 15 June 2005, the plaintiffs submitteda claim to the inquest referred to above in the sum of $232,272,626 plusinterest. On 22nd August 2005, the defendant companies submitted their ownassessment of damages to the inquest in various amounts according to differentheads of and bases for damages. The Group has been advised by US legal counsel that, in its opinion, the defaultjudgment is not consistent with prevailing law. On 10 November 2005, themagistrate conducting the inquest requested the parties to brief him on whetherthe rescission of the contracts was authorized by either New York State contractlaw or the United States Copyright Act and a brief was submitted on behalf ofthe Group accordingly. The magistrate ruled that the Plaintiff's had failed toshow that any damages were due as a matter of law. The Plaintiffs appealedagainst that decision and submissions were made by both parties. There has beenno change in the status of the litigation since April. The next procedural stepwill be the district judge's determination of the appeal filed by Sugar Hill ofthe magistrate's ruling denying recovery of any damages. We are advised that itis impossible to predict precisely when the decision will be rendered. There isa target for decision within 60-90 days, but judges do not necessarily adhere tothe target. Ninety days will have elapsed at the end of July. If themagistrate's ruling is overturned the Group will continue to seek to have thedefault judgment vacated as unauthorised and/or to appeal in the event damagesare assessed. Should the default judgment not be vacated or overturned, theGroup is uncertain as to what the outcome of the claim might be and can offer noassurances on its prospects for successfully defending the claim. Shouldjudgment be awarded for the plaintiffs (either on the default judgment or in anysubsequent proceedings), the Company is not yet in a position to assess whetherthe damages to be awarded will have a significant effect on the Group'sfinancial position or profitability. However, the Company, having taken US legaladvice, believes that, based upon its estimates of actual sales of the offendingrecordings, associated costs incurred in connection with those recordings andthe royalty rates payable to the plaintiffs pursuant to the subject contracts,that damages are likely to be in the region of $300,000 to $5,000,000 (plusinterest) depending upon what basis a court may eventually determine thatdamages may be payable in respect of the claims made. 5.1 Label Group In January 2002, Sanctuary Records Group Inc ("SRGI") entered into an agreementwith 5.1 Label Group LLC ("5.1") pursuant to which SRGI was to license certainrecordings to 5.1. In July 2005, 5.1 made a claim against SRGI (and isattempting to join the Company to the action as a defendant) contending wrongfulbreach of that agreement as amended by a subsequent agreement dated 29 September2003, breach of warranty, fraud and conspiracy in an amount in excess of $50million plus the possibility of punitive damages. The Group, having taken USlegal advice, believes the claim for damages for these amounts to be withoutmerit and will not be awarded. The Group is contesting the claim and has filed across-complaint against 5.1. In particular, the Group will vigorously defend theclaims of fraud made against it. Reggae The Group has a substantial business in reggae music. In connection with itsexploitation of certain reggae recordings, the Group is the subject of a numberof claims in French courts (or has indemnified other parties who are the subjectof such claims), and expects to become subject to other claims, alleging thatcertain artists whose performances are contained on those recordings did notgive written consent for their performances to be exploited on records and, inparticular, on compilations. The amounts claimed or to be claimed are not yetfully known but are expected to amount to at least Euros 9.4 million. The Groupbelieves, having been advised by French legal counsel that, whilst the claimsmay or may not be substantiated, the damages to be awarded are likely to be lessthan the amounts claimed. 11. Post Balance sheet events On 6 July 2006, the Group announced it had completed an agreement with MathewKnowles that brings to an end the relationship between the Company and Mr.Knowles and MW Entertainment, Productions and Management, Inc. with effect from11 May 2006. This information is provided by RNS The company news service from the London Stock Exchange
Date   Source Headline
29th Aug 200710:42 amRNSHolding(s) in Company
20th Aug 20074:26 pmRNSHolding(s) in Company
14th Aug 20073:39 pmRNSOffer Update
13th Aug 200712:09 pmRNSShare Issue
10th Aug 20074:35 pmRNSDirectorate Change
7th Aug 200711:20 amRNSHolding(s) in Company
7th Aug 200711:14 amRNSHolding(s) in Company
3rd Aug 20075:44 pmRNSHolding(s) in Company
3rd Aug 20077:00 amRNSTermination of Option
2nd Aug 20076:13 pmRNSHolding in Company
2nd Aug 20076:01 pmRNSOffer Update
2nd Aug 20074:11 pmRNSRule 8.1- Sanctuary Group plc
31st Jul 20076:10 pmRNSHolding in Company
31st Jul 20076:08 pmRNSHolding in Company
30th Jul 20076:06 pmRNSHolding(s) in Company
30th Jul 20073:06 pmPRNRule 8.3 - Sanctuary Group plc
30th Jul 200711:34 amRNSRule 8.3- Sanctuary Grp
30th Jul 200710:09 amRNSEPT Disclosure
27th Jul 20075:09 pmRNSRule 8.1- Sanctuary Group Plc
27th Jul 20074:46 pmRNSRule 2.10 Announcement
27th Jul 20072:35 pmRNSRule 8.1- Sanctuary Group plc
27th Jul 20077:01 amRNSOffer Update
26th Jul 20072:28 pmPRNRule 8.3 - Sanctuary Grp
25th Jul 200711:25 amRNSEPT Disclosure
24th Jul 20071:21 pmRNSHolding in Company
24th Jul 200711:27 amRNSEPT Disclosure
24th Jul 20077:00 amRNSDisposal
23rd Jul 200712:25 pmPRNRule 8.3 - Sanctuary Group Plc
23rd Jul 20079:10 amRNSOffer Update
20th Jul 20073:00 pmRNSMerger Update
20th Jul 200711:28 amRNSResult of EGM
19th Jul 200712:51 pmRNSEPT Disclosure
19th Jul 200712:48 pmRNSRule 8.1- Sanctuary Group plc
19th Jul 20079:45 amRNSRule 8.1- Sanctuary Grp
18th Jul 200710:51 amRNSEPT Disclosure
17th Jul 20072:42 pmRNSHolding(s) in Company
17th Jul 200710:05 amRNSEPT Disclosure
16th Jul 20075:58 pmRNSRule 8.1- Sanctuary Group plc
16th Jul 20079:44 amRNSEPT Disclosure
13th Jul 20079:49 amRNSEPT Disclosure
13th Jul 20077:00 amRNSOffer Update
12th Jul 20073:50 pmRNSHolding(s) in Company
12th Jul 20079:57 amRNSEPT Disclosure
11th Jul 200710:26 amRNSEPT Disclosure
10th Jul 20071:33 pmRNSRule 8.3- Sanctuary Group Plc
10th Jul 20079:47 amRNSEPT Disclosure
10th Jul 20077:00 amRNSRule 8.3- Sanctuary Group PLC
9th Jul 20079:54 amRNSEPT Disclosure-Replacement
9th Jul 20079:40 amRNSEPT Disclosure
3rd Jul 20073:00 pmRNSPrior Notice of Merger

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