Final Results

Significant progress on transformation programme

Strengthened foundations for future growth

Zillah Byng-Thorne, Executive Chair, said:

"2023 was a year of strategic progress. We have begun to transform into a leaner and more agile business laying the groundwork for sustained growth and improved profitability ahead. There is much more to do on simplifying how we interact with our clients and evolving our go-to-market strategy. With strengthened cash generation, we expect to re-invest in value accretive opportunities to enhance shareholder returns.

"I am delighted that Zaid Al-Qassab joins as CEO in May to lead M&C Saatchi on its next phase of growth, building on a simplified operating model and supported by our exceptional leaders.

"We are encouraged by our performance in the start to the year, and while macro-economic uncertainty across our markets remains, our continuing transformation, which is already delivering, underpins our confidence that we will meet expectations."

Financial headlines

Note throughout: Headline results reflect the underlying profitability of the business units, by excluding a number of items that are not part of routine expenses. Note 1 of the financial statements reconciles Statutory results to Headline results.

A like-for-like basis (LFL) applies constant foreign exchange rates and removes entities discontinued during 2023.

• Net revenue £252.8m (FY22: £271.1m) down 2% excluding the impact of the non-core businesses exited in H2 (LFL)
• Headline operating profit £32.4m (FY22: £35.4m) with H2 growing 30% on the prior H2 as a result of actions including:

o £3.9m of annualised cost savings as we accelerated the global efficiency programme

o Exited non-core businesses representing c.£9m of revenue and c.£3m of operating losses in FY23

• Operating margin 12.8% (FY22: 13.1%) with significant improvement in the H2 margin to 16.9% compared with 8.3% in H1
• Headline profit before tax £28.7m (FY22 £31.8m), down 1% LFL
• Headline EPS 15.2p (FY22 14.8p) up 3% reflecting the reduction in put option liabilities
• Net cash £8.3m (FY22: £30.0m), with liquidity headroom of £55m, largely reflecting the settlement of put option cash liabilities with minority interests now 13% of Headline profits (FY22: 25%)
• Proposed increased final dividend of 1.6p (FY22 1.5p) reflecting our earnings performance

Operational performance

• Challenging market dynamics for Advertising, Consultancy and Media, however, our actions on costs and progress in rationalising the portfolio helped the H2 performance
• Strong performances from Issues and Passions contributed to an increase in their proportion of the portfolio to 34% of net revenue (FY22 27%), demonstrating continuing diversification
• 119 awards and 216 new business wins including World Health Organization, Porsche, adidas, Nike, Revlon, and McDonalds

Transformation programme

• Significant progress made in delivering our efficiency and transformation plans including annualised cost efficiencies of £3.9m achieved in FY23
• New operating model and go-to-market strategy, bringing us closer to clients and better aligning our global capabilities with their needs
• Strengthened and simplified leadership structures led by Zillah Byng-Thorne whose appointment as Executive Chair was effective from 1 September 2023
• Appointment of Zaid Al-Qassab as CEO, effective 13 May 2024; he brings an extensive track record of advertising and market leadership, managing global teams and brand-building expertise
• New roles of Chief People and Operations Officer to deliver the transformation programme and Global Chief Creative Officer to be appointed to deliver the new operating model

Current trading and outlook

• Our confidence in meeting FY24 expectations is underpinned by encouraging Q1 momentum, despite continuing macroeconomic uncertainty
• Improved free cash generation in 2024 with the expected settlement of the majority of the remaining put option liabilities
• We are confident that the structural changes we are making to our cost base alongside our new operating model are increasing our operational leverage potential which will help support future margin expansion

PRELIMINARY ANNOUNCEMENT

This preliminary announcement was approved by the Board on 9 April 2024. It is not the Group's statutory accounts. Copies of the Group's audited statutory accounts for the year ended 31 December 2023 will be available on the Company's website in the coming days, and a printed version will be dispatched to shareholders thereafter.

2023 RESULTS PRESENTATION

An in-person presentation will be held today at 9:00am at 36 Golden Square, London, W1F 9EE, hosted by Zillah Byng-Thorne, Executive Chair, and Bruce Marson, Chief Financial Officer.

Please email mcsaatchi@headlandconsultancy.com to register to attend.

A webcast is available for those not able to attend in person: https://events.teams.microsoft.com/event/cdbcb755-3135-400f-a7bb-e8f4ee9eec2e@bd5a0452-9909-41d4-9092-cf358a7950c5

A replay will be also available on the Company's website following the event https://mcsaatchiplc.com/

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014.

EXECUTIVE CHAIR STATEMENT

2023 was a year of significant progress for M&C Saatchi. Our financial results not only reflect the challenging market environment our businesses operate in, but also the considerable progress that has been made in shaping the Group to best deliver sustainable growth in the future.

We delivered a materially better financial performance in the second half of the year, following the more challenging start to the year. This was partly led by impressive contributions from Issues and Passions. The biggest drivers of improvement were our own proactive actions on costs, accelerating our structural transformation, and closing or divesting a number of loss-making businesses which drove operating margin up from 8.3% in the first half to 16.9% in the second half.

Although much has already been achieved in transforming our Group, there is more to do and 2024 will deliver further progress. The market environment remains challenging, but 2024 will also benefit from the full-year impact of the actions we have already undertaken and the planned actions we are yet to deliver. This report will cover what we have been doing to improve our Group and lay the foundations for what we all believe will be an exciting future for the Company and all of its stakeholders.

PERFORMANCE

Market backdrop

2023 was a challenging year across our industry, particularly in the first half. However, as we indicated at the interims, we had already accelerated our global efficiency programme and were taking action on the loss-making, non-core businesses within our portfolio. As a result, we were able to arrest the decline and significantly improve profitability in the second half.

The early signs we noted at the half year, that pressure was easing on client marketing budgets pointing to an improving market backdrop, are being realised. Nevertheless, looking at the year overall, the more cyclically exposed parts of our businesses felt pressure throughout the year. As a result of this, Advertising, Media and Consulting were the most heavily affected (particularly where they were exposed to large technology clients), while Issues and Passions, which are less exposed to the broader marketing spend cycle, continued to deliver strong growth and healthy margins, underpinning the benefit of our diversified business model.

Operational performance

The resilience that our diversified portfolio lends the Group is evident in this year's performance.

Advertising

• Represented 42% of the Group net revenue, down from 46% in 2022.
• 2023 was a challenging year encompassing a broad range of outcomes across our geographical breadth, with the US and the UAE outperforming Asia and Europe.
• Advertising was most affected by business exits and excluding these, like-for-like (LFL) net revenue declined 8% (a 12% decline in the first half and a 5% decline in the second half). Net revenue overall declined 15% in the full-year, ahead of the 16% decline at the half year.
• Market sentiment has shown signs of improvement, but we remain cautious on the outlook. Our self-help measures, including strengthened leadership and internal improvements from operating as integrated, simpler agencies, will be the key drivers of performance in 2024.

Issues

• Represented 20% of Group net revenue, up from 15% in 2022.
• Characterised by a global client base of both commercial and non-commercial entities and multi-year engagements, which is less cyclical and has been a strong contributor to the Group over the last two years.
• Delivered 21% net revenue growth; 22% on a LFL basis.
• The outlook for 2024 remains positive.

Passions

• Represented 14% of Group net revenue, up from 12% in 2022. In FY23, PR's results are included in Advertising, but will be included in Passions & PR from FY24 reflecting the consolidation taking place.
• This specialism encompasses our award-winning Sport & Entertainment and Talent businesses. It is also characterised by multi-year client engagements and benefits from the growing desire of brands to partner and engage through consumer events and non-traditional channels.
• Passions delivered 8% net revenue growth; 10% on a LFL basis.
• The outlook for 2024 remains positive, and we expect to invest further in this business to drive growth.

Consultancy

• Represented 14% of Group net revenue, in line with 2022.
• Broader market challenges in the consultancy sector were evident and net revenue declined by 9%; 6% on a LFL basis.
• We acted on costs within this specialism, and re-aligned our business structures and leadership. In addition, we have simplified our proposition, launching M&C Saatchi Consulting, in order to make it simpler for our clients to access our services.
• 2024 has started on a firmer footing than 2023, but we remain cautious about market conditions.

Media

• Represented 10% of Group net revenue, down from 13% in 2022.
• This was the most challenged specialism in 2023 with a 23% decline in net revenue; 21% decline on a LFL basis, notwithstanding a number of good client wins. The decline was 30% in the first half and 12% in the second).
• Most impacted by the macro factors at the start of 2023 including the reduction in spend from technology clients in the first half, coupled with changes relating to privacy regulations.
• We have addressed costs in this business during the year and have strengthened leadership to enable a focus on strategic growth.
• While we remain cautious about the structural headwinds the paid media market faces in the short term, the outlook for 2024 is more promising. We have seen a stronger start to the year compared to 2023.

PROGRESS ON SENIOR MANAGEMENT AND THE BOARD

Executive management

2023 was a year of significant change from a senior management and Board perspective.

I would like to thank Moray MacLennan, who stepped down as a director at the end of September 2023 following his intention to retire as Chief Executive Officer, for his longstanding contribution and commitment to our Group. Moray was instrumental in seeing the business return to a sound footing after a particularly challenging period and laying the groundwork for its subsequent growth.

We were delighted to announce the appointment of Zaid Al-Qassab as our new Chief Executive Officer, joining in May 2024. I will then step back from my interim role as Executive Chair to fulfil the role of Non-Executive Chair. Not only does Zaid bring significant marketing industry experience with him, he also brings a client perspective that will be critical to our customer-led growth journey.

Over the course of the year, a key priority has been to streamline and rebalance our Executive Leadership Team, resulting in a number of internal promotions and external appointments. The new role of Chief Operations Officer, with responsibility for the delivery of our global transformation project, has been taken by Mark Dickinson-Keen in addition to his Chief People role. We expect to announce the appointment of a Global Chief Creative Officer shortly. This role will be critical as we roll out our new operating model, providing a central focal point for the Group's creative ambition and activities.

The Board

During the year Gareth Davis, my predecessor as Chair, and Lisa Gordon, Senior Independent Director, stood down. I would like to thank both Gareth and Lisa for the support and contribution to the Company over their tenure.

In January 2024, we welcomed Dame Heather Rabbatts to the Board as our new Senior Independent Director. Dame Heather brings her experience across a range of industries, including local government, infrastructure, media and sport. Dame Heather has held a number of executive and non-executive roles.

We also welcomed Chris Sweetland to the Board as a non-independent Non-Executive Director. Chris is the nominated representative of AdvancedAdvT Limited and Vinodka Murria, who hold in aggregate 22.2% of the Company's issued share capital. Chris brings substantial relevant experience as previous Deputy Group Finance Director of WPP Group and is an excellent addition to our Board.

PROGRESS ON TRANSFORMATION

The transformation of our business is multi-phased with significant progress made in 2023.

• The initial phase has focused on securing short-term efficiency and cost savings and reviewing the loss-making businesses within our Group. This is now well underway and we have made very tangible progress.
• In the next stage, we will focus on shaping our business for the future and what that means for the structure of our Group.
• Cost savings and portfolio rationalisation

The purpose of initial phase was three-fold:

• To deliver a structural and long-term improvement to our Group operating margin.
• To simplify our Group structure and ensure that all the businesses within Group are wholly aligned with our new operating model and go-to-market strategy.
• To free up the capital required to support these businesses and allow this capital to be re-invested where longer-term growth opportunities are more attractive.

At our interim results we announced that we would be accelerating and refocusing our global efficiency programme. We have made good progress, exceeding our 2023 target with £3.9m of fully annualised cost savings delivered by the year-end. We remain on course to deliver an additional £6.1m of annualised savings by the end of 2024 totalling c £10m.

In 2023 we incurred £3.3m of exceptional costs relating to our global efficiency programme, of which £1.1m was cash and £2.2m represented property impairment charges. For 2024, we expect a higher level of costs to be incurred but we still expect the total cost of this programme, both cash and accounting costs, to be in line with our previous guidance of 0.5x to 1.0x the level of annualised cost savings delivered.

Where we focused our efforts in 2023:

• People. Focus primarily on our Group head office and functions where roles are no longer necessary or likely to be duplicated.
• Property. Rationalising and optimising our UK, Australian and US property portfolios.
• Procurement. Seeking greater efficiency around our use of service suppliers and internal cost centres such as travel.

Looking forward to 2024, we see further material gains to be made from:

• Optimising and rationalising our group support functions including Finance, IT and HR to create shared service centres to support the Group on a global basis.
• Further gains from our property portfolio with more efficient use of our UK property.
• Rationalising our IT service provision through group-wide deployments.
• Focus on creation of centres of excellence for our middle office functions and common capabilities, specifically production, data and analytics and social media.

Business portfolio rationalisation:

Above and beyond the operational cost savings we are making, we have also been actively reviewing our portfolio, in particular a number of non-core or loss-making businesses. Significant progress has been made and we have exited from businesses that, in aggregate, represented a consolidated c.£9m of revenue and c.£3m of operating losses in 2023, including:

• Sweden. We reduced our interest from 70% to 30%, with the management team acquiring our interest.
• Asia. We have closed, wound down, or exited through local management buy-outs, a number of our smaller offices across this region, including in China, Hong Kong, Indonesia and Singapore. We have also consolidated our regional structure into a unified regional headquarters for APAC.
• UK. We have exited several of our smaller, non-core businesses and have merged our agencies into an integrated new UK Agency.

For a number of the businesses that have been disposed of, we have entered into future relationship agreements that enable these businesses to continue to use the M&C Saatchi brand. In return for the use of our brand rights, and to remain connected to our global network, these businesses will pay an ongoing licence fee to the Group. This allows us to continue to share in their success as independent businesses, albeit not solely at the equity level, and transforms them into a profit centre for the Group rather than a cost centre.

In the first quarter of 2024, the Group divested of its shareholdings in its three French associate investments, for €1m. More recently on 9 April 2024, the Group announced the divestment of its shares in the M&C Saatchi South Africa Group for £5.6m. Once completed, these transactions mean that we will have materially completed the simplification of our business portfolio.

Shaping of the business for the future

Building on our creative heritage

Creativity is a word that has often been associated with M&C Saatchi, and with good reason. Our position in the market has been hard won over the years through a dedication to creativity to empower our clients by cutting through a crowded and competitive brand landscape. M&C Saatchi has always been a business that has dared to be different.

However, creativity must have a purpose and be accompanied, supported, and enhanced by other skills and specialisms that fit the broader and evolving needs of our clients. M&C Saatchi exemplifies exactly that exciting breadth of skills and passions.

The challenge is not whether we have the capability, it is how best to align these capabilities with our customers. This is about removing the internal barriers to growth that our historic approach had put in place to reflect the changing needs of our clients.

Regional first

We solve the problem of client complexity and proximity by going towards, and becoming closer to, our clients and presenting a clear and integrated solution to them. Our existing regional presence already places us close to our clients but rather than presenting a narrow, regional set of solutions to them, we will open up the full range of capabilities that exist within our global specialisms.

We also need to recognise the client opportunities that this model is ideally suited for. These are the regional champions that need the full suite of our capabilities but have yet to go fully global themselves. These are the businesses that we can grow with over the long term and deliver a meaningful impact to. We recognise that we have a core competency in helping the businesses that are ambitious, that are at an inflection point facing competitive or market challenges that we can deliver solutions to.

Global specialism delivery

A regional first focus does not imply no global client mandates. Our specialisms already work with a wide array of global clients on a global basis, and we do not see this changing. Instead, a regional first focus means that our global specialist teams will be exposed to a broader array of clients. We want our global specialisms to be busier. We see this as the fastest route to bring our unique suite of skills closer to more of our clients.

Supported by global shared services and an integrated agency model

Critical to the success of this regional first, global specialism delivery model is a group and agency structure that will enable delivery on this basis and remove internal barriers.

• Global shared services. This is about efficiency and the speeding up of client delivery. By creating global service centres that deliver Group-wide support and back-office functions, we can streamline and increase the agility of our client-facing regional hubs. Not only will this enhance our margins by removing duplicated functions and reducing procurement costs, it will also decrease complexity, and increase our flexibility and speed of response.
• Integrated agency model. We reduce the complexity of our client offer by reducing the number of distinct, and often disconnected, faces we present to them. Our clients need to see us as a partner that can deploy the requisite skills at the right time to solve the issues they face.

Our Australian businesses are an integrated agencies into a single, go-to-market proposition. We have created a new integrated agency in the UK and we will see further integration as the year progresses. This is about recognising that the template for success already exists within the Group and ensuring that we make this our uniform approach.

The simplification of our structure, coupled with the simplification of our balance sheet will liberate the capital, both fixed and working, that will be needed to deliver this new operating model across the Group.

CAPITAL ALLOCATION

M&C Saatchi is capable, over the medium-term, of converting at least 80% of its operating profits into cash, although each future year will undoubtedly see some degree of variability through the cycle. Putting aside the one-off impacts on cash generation in 2023, our streamlined portfolio of businesses, our new operating model and go-to-market strategy give us a high degree of confidence in the potential for sustainable and growing free cash generation.

Our strategy to evolve and grow M&C Saatchi will require investment. Aligned to our regional first, global delivery-led approach, we will seek to re-invest to drive long-term growth and to add capability, capacity and scale in the parts of the Group that will generate the greatest return. We will remain open to opportunities to accelerate that through selective M&A. We expect that the majority of acquisitions would be bolt-on in nature and address gaps in our client-facing capabilities and regional coverage.

Our confidence in the Group's ability to generate sustainable and growing free cash underpins our view on capital allocation. We are comfortable operating with a net debt to EBITDA ratio not exceeding 1.5 times, although we would allow for a temporary spike in the case of a material acquisition.

By simplifying our Group, good execution, re-investing in growth, and selective bolt-on acquisitions, we believe we can deliver a compelling proposition of returns to shareholders including capital growth, a progressive dividend, and a robust, optimal balance sheet.

OUTLOOK

Over the last 12 months, there have been many changes at M&C Saatchi against a background of significant market volatility. The Board has materially changed, including the appointment of a new Chair and Chief Executive Officer designate while our markets have been challenging, particularly in the technology sector. As such, we have taken the decision to no longer provide long-term targets and will, instead, provide nearer-term guidance.

2024 has started with renewed energy and focus and encouraging first quarter momentum. While our end markets continue to be affected by macro-economic uncertainty, we expect Headline profit before tax for 2024 to be in line with expectations. We are confident that the structural changes we are making to our cost base alongside our new operating model are increasing our operational leverage potential which will help support future margin expansion.

We have evolved the senior leadership team increasing capabilities and alignment. Zaid Al-Qassab's arrival as our new Chief Executive Officer is at the core of this process and sets the scene for our delivery over the coming years.

We are well progressed on building a simplified operating model which places our regional focus and global specialist expertise at the heart of everything we do. This will ensure we can continue to be unashamedly bold, creative, entrepreneurial and fearless in the work we do with our clients.

Our focus is on growing returns for our shareholders by investing in capabilities and driving the Group forward with renewed purpose. We have a marked advantage in being able to operate at scale with the agility of a start-up, allowing us to move at pace.

FINANCIAL REVIEW

The Group generated £252.8m of net revenue in 2023, 7% lower than last year, but with strong growth in our Issues business (+21%) and in our Passions business (+8%). The downturn in the technology sector and client hesitancy to commit to new projects affected Media (-23%), Advertising (-15%) and Consultancy (-9%).

Headline operating profit for the Group in 2023 was £32.4m, £3.0m lower than last year, with the full impact of our cost actions benefitting the second half of the year (H2 operating profit of £22.4m, £5.1m (30%) higher than last year). Headline operating profit margin for the full year was 12.8% (0.3 pts lower than last year), with H2 margin of 16.9% (4.7 pts higher than last year).

Headline profit before tax in 2023 for the Group was £28.7m (2022: £31.8m). Excluding Advertising, the other specialisms contributed £29.8m of profit before tax (2022: £31.6m), driven by ongoing growth and margin improvement in Issues, offset by lower revenue and margin declines in Media and Consulting, with Passions delivering similar profit to last year. Advertising contributed £6.2m of profit before tax (2022: £9.9m), with profit growth in the UK, South Africa and the UAE offset by declines in Australia, Asia, Europe and the US. The Group's central costs reduced by £2.3m to £7.4m, due to lower bonuses and audit fees.

Exceptional costs relating to our global efficiency programme amounted to £3.3m of which £1.1m was cash and £2.2m represented property impairment charges. For 2024, we expect a higher level of exceptional costs to be incurred but we still expect the total cost of this programme, both cash and accounting items, to remain in line with our previous guidance of 0.5x to 1.0x the level of annualised cost savings delivered.

On a statutory basis, the Group delivered operating profit of £7.3m (2022: £10.5m) and a profit before tax of £0.7m (2022: £5.4m profit).

Due to the exercise of put options in the year, minority interests have diminished to 13% of Headline profits (2022: 25%), which results in Headline earnings of £18.5m, 2% higher than last year. Headline earnings per share has grown 3% to 15.2p (2022: 14.8p). Statutory earnings per share were (0.6p) (2022: 0.1p).

The Group remains in a net cash position of £8.3m (2022: £30.0m), after £15.4m of put option payments and a £14.5m of working capital absorption (driven by £8m reduction in bonus accruals, a £3m reduction in minority interest profit share liabilities and £3m relating to changing revenue mix). Our net cash position at the end of the first quarter showed an improvement compared with December.

Segmental review

Advertising remains the largest specialism, comprising 42% of total net revenue (2022: 46%). The other four specialisms have increased their share of total net revenue to 58% (2022: 54%). This shift away from Advertising continues to improve our overall operating margin mix, as these other specialisms have an average operating profit margin of 22%, compared to Advertising with an operating profit margin of 8%.

There has been a marked shift in revenue between the different specialisms over recent years as shown by the table below, with Issues, Passions and Consulting all increasing their contribution to the Group since 2020.

The Group's net revenue decreased 7% in 2023. However, the reduction was 2% on a LFL basis, if we exclude those entities the Group disposed of, closed or wound down through the course of 2023, and the impact of foreign exchange movements. During the year, the Group disposed of Clear Deutschland, and more recently M&C Saatchi Spencer Hong Kong Limited, and reduced its interest in M&C Saatchi Sweden AB. The Group also announced in 2023 that it was in negotiations to divest of M&C Saatchi Holdings Asia Pte. Limited, which is now complete. During 2023 the decision was made to wind down a number of smaller, non-core businesses in Advertising and Consulting. No businesses were acquired in 2023.

Note: A like-for-like basis applies constant foreign exchange rates and removes entities discontinued during 2023.

Due to the tougher trading conditions in Advertising, cost actions were taken which reduced operating costs by 13% in 2023. This helped maintain operating Advertising profit margins at 8% (2022: 9%).

Operating costs outside of Advertising grew 3% in 2023, driven by the growth of Issues and Passions, partially offset by cost reduction actions in Media and Consulting in reaction to their lower client spend. The net result was a slight reduction in our non-Advertising specialisms operating margin to 22% (2022: 24%).

The impact of our global efficiency programme reduced our Group central operating costs by £3.7m (33%). This helped the Group maintain its overall operating margin of 13%.

Regional review

On a geographic basis, the UK remains our biggest region, supported by the significant growth of Issues, which offsets the contraction of UK Advertising. Following the decision to discontinue many of the Asia businesses, we have merged Asia and Australia into a new APAC region, managed from Australia. Also, given the growth and prospects in the Middle East and our new executive leadership structure, we have split out Middle East and Africa. However, we retain a good geographic mix of businesses. The recent shifts in share of revenue by region can be seen in the table below:

Note: A like-for-like basis applies constant foreign exchange rates and removes entities discontinued during 2023.

Discontinued businesses

At the end of 2023, it was decided to dispose, wind-down or close a number of non-core businesses in Advertising (Hong Kong, Singapore, Indonesia, China, Sweden, Majority and Accelerator) and in Consulting (Thread Innovation and M&C Saatchi Life). In 2023, these businesses contributed £8.7m in net revenue and a loss before tax of £3.1m. The Group's 2023 net revenue excluding these discontinued operations would have been £244.1m (2% lower than last year) and the Group's 2023 profit before tax would have been £31.8m (1% lower than last year), with an operating profit margin of 14.2% (0.2 pts higher than last year).

Key movements between Statutory to Headline results

The Headline results are alternative performance measures that the Board considers the most appropriate basis to assess the underlying performance of the business, monitor its results on a month-to-month basis, enable comparison with industry peers and measure like-for-like, year-on-year performance.

Financial income and expense

The Group's financial income and expense includes bank interest, lease interest and fair value adjustments to minority shareholder put option liabilities (IFRS 9).

Bank interest payable for the year was £2.3m (2022: £1.2m) due to higher interest rates on the Company's revolving multicurrency credit facility agreement and increased drawdown on the facility during the year.

The interest on leases decreased to £2.9m (2022: £3.0m) due to leases ending in 2022.

The fair value adjustment of put option liabilities created a charge of £2.1m (2022: charge of £1.1m). This increase is due to increased profitability in the agencies where there are outstanding IFRS 9 put option arrangements.

Tax

Headline tax

Our Headline tax rate has increased from 24.5% to 25.6%. The increase is primarily due to the increase in the effective UK corporation tax rate from 19.0% to 23.5%.

Statutory tax

The Statutory tax rate changed from 96% in 2022 to 492% in 2023. We expect large variations in Statutory tax rates, because items such as share-based payments (option charges) and put options arising from investments in subsidiaries are non-deductible against corporation tax due to their being capital in nature.

Non-controlling interests (minority interests)

On a Headline basis, the non-controlling interest share of the Group's profit represents the minority shareholders' share of each of the Group's subsidiaries' profit or loss for the year. In 2023, the share of profits attributable to non-controlling interests reduced to £2.8m (2022: £5.9m) representing a reduction in minority interests to 13% of profit after tax (2022: 25%). This reflects a reduction during the year in the minority interest shareholdings in several Group entities, as a result of the settlement of put options, to the value of £15.4m.

On a Statutory basis, non-controlling interests excludes any minority interests which relate to IFRS 2 put option holders (holders of put options that are contingent on being employed by the relevant company). Their share of the entity's Statutory profit is paid as dividends each year, which are reported as staff costs in the Statutory results.

Dividends

The Company paid a 2022 dividend of £1.8m (1.5p per share) to its shareholders in 2023 (2022: £nil). We understand the importance of returning capital to shareholders, and, given the earnings performance during the year, the Board is recommending the payment of an increased final dividend of 1.6 pence per share.

Subject to shareholder approval at the Annual General Meeting, to be held on 16 May 2024, the dividend will be paid on 24 June 2024 to shareholders on the register at 10 May 2024. The shares will go ex-dividend on 9 May 2024.

Cash flow

Total gross cash (excluding bank overdrafts) at 31 December 2023 was £24.3m (2022: £41.5m). Cash net of bank borrowings (net cash) was £8.3m, compared to £30.0m in 2022.

In 2023, the Group generated operating cash from trading (before working capital) of £31.5m (2022: £40.3m) before dividends to IFRS 2 put option holders (£2.5m) and £15.4m of payments to acquire non-controlling interests (2022: £12.1m). There was a £14.5m net outflow from working capital (2022: £4.8m inflow), driven by £8m reduction in bonus accruals, £3m reduction in minority interest profit share liabilities, and £3m relating to changing revenue mix. The Company made £9.1m of lease payments (2022: £10.3m). In addition, £1.8m of tangible and intangible fixed assets and investments were purchased in 2023 (compared to £5.6m in 2022, which was primarily due to the one-off investment in the new office in Sydney, Australia).

Net operating cash flow (operating cash generated from operating (excluding put option payments and non-Headline cash costs) net of purchases of intangible / tangible fixed assets and the principal payment on leases) for the year was £17.3m which represents a cash conversion from Headline operating profit of 53% (2022: 106%).

The following table sets out the key movements in net cash during 2023:

Banking arrangements

On 7 March 2024, the Company entered into a new revolving multicurrency facility agreement with National Westminster Bank Plc, HSBC UK Bank plc and Barclays Bank PLC for up to £50m (the "New Facility"), with a further £50m extension if required for strategic acquisitions.

The New Facility is provided on a three-year term with two one-year extensions. This New Facility is to refinance the existing £47m facility with National Westminster Bank Plc and Barclays Bank PLC (the "Old Facility") which would have matured on 31 May 2024. At 31 December 2023, the Group had up to £47.0m (2022: £47.0m) of funds available under the Old Facility.

The primary purpose of the New Facility is to provide the Group with additional liquidity headroom to support any variations in working capital and provide funding for bolt-on acquisitions. At 31 December 2023, £16.0m was drawn on the Old Facility compared to £7.0m at 31 December 2022.

Capital expenditure

Total capital expenditure in 2023 (including software acquired) decreased to £1.8m (2022: £5.6m). This included £0.7m on furniture, fittings and other equipment (2022: £1.7m), £0.6m on computer equipment (2022: £1.6m), £0.5m on leasehold improvements (2022: £1.1m), and £0.0m on software and film rights (2022: £1.0m).

SUMMARY

Our performance in 2023 was mixed in several ways. A challenging first half was followed by a more encouraging second half and we saw strong revenue growth in Issues and Passions, while fighting difficult market conditions in Advertising, Media and Consulting. As we look ahead, the Group has started 2024 with renewed energy and focus. While our end markets continue to be affected by macro-economic uncertainty, we expect Headline profit before tax for 2024 to be in line with expectations. We are confident that the structural changes we are making to our cost base alongside our new operating model are increasing our operational leverage potential which will help support future margin expansion.

UNAUDITED CONSOLIDATED INCOME STATEMENT

The notes form part of these financial statements.

UNAUDITED CONSOLIDATED STATEMENT OF OTHER COMPREHENSIVE INCOME

*All items in the consolidated statement of comprehensive income may be reclassified to the income statement.

The notes form part of these financial statements.

UNAUDITED CONSOLIDATED BALANCE SHEET

Reserves are defined in Note 36 of the financial statements.

These financial statements were approved and authorised for issue by the Board of Directors on 9 April 2024 and signed on its behalf by:

Bruce Marson

Chief Financial Officer

M&C Saatchi plc

Company number 05114893

The notes form part of these financial statements.

UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

The notes form part of these financial statements.

UNAUDITED CONSOLIDATED CASH FLOW STATEMENT

* The cashflow statement for 2022 has been restated (Note 28 of the financial statements).

**Bank loans and borrowings are defined in Note 24 of the financial statements; they exclude the lease liability of £53,735k (2022: £55,570k) (Note 18 of the financial statements).

*** These overdrafts can be legally offset with other cash balances. They have not been netted off in accordance with IAS32.42 in 2022 as there was no intention to settle on a net basis. However, they have been netted off in 2023 as the cash balance and the overdraft balance is with the same bank and there is intention to settle this on a net basis.

The notes form part of these financial statements.

PREPARATION

Preliminary announcement

This preliminary announcement was approved by the board of directors on 9 April 2024. It is not the Group's statutory accounts. Copies of the Group's audited statutory accounts for the year ended 31 December 2023 will be available at the company's website in the coming days, and a printed version will be dispatched to shareholders thereafter.

Basis of preparation

The financial statements have been prepared in accordance with UK adopted international accounting standards, in conformity with the requirements of the Companies Act 2006.

The financial statements are presented in pounds sterling and, unless stated otherwise, rounded to the nearest thousand. They have been prepared under the historical cost convention, except for the revaluation of certain financial instruments.

Going concern

These financial statements have been prepared on the going concern basis, as discussed in the Directors' Report and the Report of the Audit & Risk Committee.

The Board has concluded that under the most likely going concern scenarios, the Group will have sufficient liquidity and headroom on bank covenants to continue to operate for a period of not less than a year from approving the financial statements.

The Board has formed its opinion after evaluating four different severe but plausible forecast scenarios and a reverse stress test, extending to 31 December 2025. The four scenarios comprise:

• A significant reduction in new business wins.
• A significant increase in wage inflation.
• A significant number of top clients are lost.
• A significant economic downturn.

These severe but plausible scenarios are assumed to materialise from Q1 2024 onwards. The estimated decline in EBITDA ranges from £11m to £24m compared to the base case plan for the cumulative period ending 31 December 2025, including a £5m to £14m decline in EBITDA in 2024.

The reverse stress test case evaluates how extreme conditions would need to be for the Group to break its covenants within the going concern review period. The conditions go significantly further than the severe but plausible scenarios and reflect a scenario that the Directors consider to be highly unlikely.

The Directors have also considered the impact of climate change on going concern, taking into account the Company's support for Ad Net Zero (the industry initiative to tackle climate change led by the Advertising Association and its members), and do not believe that there is a significant financial impact.

The Board is satisfied that the Group's forecasts, which take into account reasonably possible changes in trading performance, show that there are no material uncertainties over going concern, and that, even under the severe but plausible scenarios, the Group will continue to have sufficient liquidity and headroom to operate within the terms of its banking covenants. The Board, therefore, has concluded that the going concern basis of preparation continues to be appropriate.

Consolidation

Where a consolidated company is less than 100% owned by the Group, the treatment of the non-controlling interest share of the results and net assets is dependent on how the non-controlling interests' equity award is accounted for. Where the equity is accounted for as a share-based payment award under IFRS 2, all dividend outflow is taken to staff costs, and there is no non-controlling interest. In all other cases, the non-controlling interest share of the results and net assets is recognised at each reporting date in equity, separately from the equity attributable to the shareholders of the Company.

Material accounting policies

Certain of the Group's accounting policies are considered by the Directors to be material due to the level of complexity, judgement, or estimation involved in their application and their potential impact on the financial statements. The critical accounting policies are listed below and explained in more detail in the relevant notes to the financial statements.

Revenue recognition

The Group's revenue is earned from the provision of advertising and marketing services, together with commission-based income in relation to media spend and commission-based income in relation to talent performance. Revenue from contracts with customers is recognised as, or when, the performance obligations present within the contractual agreements are satisfied. Depending on the arrangement with the client, the Group may act as principal or as agent in the provision of these services.

See Note 4 of the financial statements for a full listing of the Group's revenue accounting policies.

Put option accounting (IFRS 2 and IFRS 9)

It is common for equity partners in the Group's subsidiaries to hold put options over their equity, such that they can require the Group to purchase their non-controlling interest for either a variable number of the Company shares or cash. Dependent on the terms and substance of the underlying agreement, these options are either recognised as a put option liability under IFRS 9 (Note 27 of the financial statements) or as a put option under IFRS 2 (Note 28 of the financial statements) - see significant judgements below.

An IFRS 9 scheme should be considered as reward for future business performance and is not conditional on the holder being an employee of the business. These instruments are recognised in full at the amortised cost of the underlying award on the date of inception, with both a liability on the balance sheet and a corresponding amount within the minority interest put option reserve being recognised. At each period end, the amortised cost of the put option liability is calculated in accordance with the put option agreement, to determine a best estimate of the future value of the expected award. Resultant movements in the amortised cost of these instruments are charged to the income statement within finance income/expense. The put option liability will vary with both the Group's share price and the subsidiary's financial performance. Upon exercise of an award by a holder, the liability is extinguished and the associated minority interest put option reserve is transferred to the non-controlling interest acquired reserve.

An IFRS 2 scheme should be considered as reward for future business performance and is conditional on the holder being an employee of the business. These schemes are recognised as staff costs over the vesting period (if equity-settled) or until the option is exercised (if cash-settled). In September 2021, the Board made the decision to move to cash settlement of these put options going forward. This required a fair value assessment on the day of the modification and a movement between reserves and liabilities.

See Note 28 of the financial statements for a full description of the Group's accounting policy for IFRS 2 put options.

Headline results

As stated in the Financial Review, the Directors believe that the Headline results and Headline earnings per share (see Note 1 of the financial statements) provide additional useful information on the underlying performance of the business. The Headline results reflect the underlying profitability of the business units, by excluding a number of items that are not part of routine business income and expenses.

In addition, the Headline results are used for internal performance management and reward, and they are also used to calculate minority shareholder put option liabilities. The term 'Headline' is not a defined term in IFRS. Note 1 reconciles Statutory results to Headline results and the segmental reporting (Note 3 of the financial statements) reflects Headline results, in accordance with IFRS 8.

The items that are excluded from Headline results are:

• Exceptional separately disclosed items that are one-off in nature and are not part of running the business.
• Acquisition-related costs.
• Revaluation of associates on transition to assets held for sale.
• Impairment of right-of-use assets, leasehold improvements, acquired intangibles and goodwill.
• Gains or losses generated by disposals of subsidiaries.
• Fair value adjustments to unlisted equity investments, acquisition-related contingent consideration and put options.
• Dividends paid to IFRS 2 put option holders. However, in non-controlling interest, we deduct profit share attributable to IFRS 2 put option holders.

Unlisted investments

The Group holds certain unlisted equity investments which are classified as financial assets at FVTPL (see Note 20 of the financial statements). These investments are initially recognised at their fair value. At the end of each reporting period, the fair value is reassessed, with gains or losses being recognised in the income statement.

Significant accounting judgements and key sources of estimation uncertainty

In the course of preparing financial statements, management necessarily makes judgements and estimates that can have a significant impact on the financial statements. The estimates and judgements that are made are continually evaluated, based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The estimates and judgements that have a significant risk of causing a material adjustment to the financial statements within the next financial year are outlined below:

Significant accounting judgements

Management has made the following judgements, which have the most significant effect in terms of the amounts recognised, and their presentation, in the financial statements.

Impairment - assessment of CGUs and assessment of indicators of impairment

Impairment reviews are undertaken annually, or more frequently if events or changes in circumstances indicate a potential impairment. Assets with finite lives are reviewed for indicators of impairment (an impairment "trigger") and judgement is applied in determining whether such a trigger has occurred. External and internal factors are monitored by management, including a) adverse changes in the economic or political situation of the geographic locale in which the underlying entity operates; b) heightened risk of client loss or chance of client gain; and c) internal reporting suggesting that an entity's future economic performance is better or worse than previously expected. Where management has concluded that such an indication of impairment exists, then the recoverable amount of the asset is assessed.

The Group assesses whether an impairment is required by comparing the carrying value of the CGU assets (including the right-of-use assets under IFRS 16) to their value in use. Discounted cash flow models, based on the Group's latest budget and three year financial plan, and a long-term growth rate, are used to determine the recoverable amount for the CGUs. The appropriate estimates and assumptions used require judgement and there is significant estimation uncertainty. The results of impairment reviews conducted at the end of the year are reported in Note 15 (Intangible Assets) of the financial statements, Note 16 (Investments in associates and joint ventures) of the financial statements, and Note 18 (Leases) of the financial statements.

The Group has recognised a total impairment charge of £6,798k in the year (2022: £564k), of which £4,794k relates to Intangibles (2022: £728k) and £1,884k relates to the impairment of right-of-use assets (2022: reversal of £164k). There was a £132k impairment in the year of plant and equipment (2022: £nil). There was no impairment in the year of associate investments (2022: nil).

Non-controlling interest put option accounting - IFRS 2 or IFRS 9

Significant estimates and assumptions

Some areas of the Group's financial statements are subject to key assumptions and other significant sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year. The Group has based its assumptions and estimates on parameters available when the financial statements were prepared.

Deferred tax assets

The Group assesses the future availability of carried forward losses and other tax attributes, by reference to jurisdiction-specific rules around carry forward and utilisation, and it assesses whether it is probable that future taxable profits will be available against which the attribute can be utilised. Changes in such estimates would allow unrecognised deferred tax to be recognised and vice versa. Analysis of deferred tax can be seen in Note 9 of the financial statements.

Fair value measurement of financial instruments

The Group holds certain financial instruments, which are recorded on the balance sheet at fair value at the point of recognition and remeasured at the end of each reporting period. At the year-end these relate to:

• Equity investments at FVTPL in non-listed limited companies (Note 20 of the financial statements).
• Certain contingent consideration (Note 14 of the financial statements).

The basis of calculation of the estimated fair value of these financial instruments (in addition to sensitivity analyses on the estimates' salient inputs) is detailed in Note 30 of the financial statements.

Share-based incentive arrangements

Share-based incentives are valued at the date of the grant, using stochastic Monte Carlo pricing models with non-market vesting conditions. Typically, the value of these awards is directly related to the performance of a particular entity of the Group in which the employee holds a minority interest. The key inputs to the pricing model are risk-free interest rates, share price volatility and expected future performance of the entity to which the award relates. Management applies judgement to these inputs, using various sources of information, including the Group's share price, experience of past performance and published data on risk-free interest rates (government gilts).

Details of awards made in the year are shown in Note 28 of the financial statements.

Leasing estimates

NOTES TO THE FINANCIAL STATEMENTS

Headline results, earnings per share and EBITDA

The analysis below provides a reconciliation between the Group's Statutory results and the Headline results for the current year.

The non-controlling interest charge is moved to operating profit due to underlying equity being defined as an IFRS 2 put option.

** Headline earnings are profit attributable to equity holders of the Group after adding back the adjustments noted above.

Headline results, earnings per share and EBITDA continued

The analysis below provides a reconciliation between the Group's Statutory results and the Headline results for the prior year.

* The non-controlling interest charge is moved to operating profit due to underlying equity being defined as an IFRS 2 put option.

**Headline earnings are profit attributable to equity holders of the Group after adding back the adjustments noted above.

Headline results, earnings per share and EBITDA continued

Earnings per share

Basic and diluted earnings per share are calculated by dividing the appropriate earnings metrics by the weighted average number of shares of the Company in issue during the year.

Diluted earnings per share is calculated by adjusting the weighted average number of the Company's ordinary shares in issue on the assumption of conversion of all potentially dilutive ordinary shares. Anti-dilutive potential ordinary shares are excluded. The dilutive effect of unvested outstanding options is calculated based on the number that would vest had the balance sheet date been the vesting date. Where schemes have moved from equity to cash payment and vice versa, the potential dilution is calculated as though they had been in their year-end position for the whole year.

Headline

As 2023 Basic EPS is negative, no adjustment has been made for LTIP and put options in the Dilutive EPS calculation, as these would be anti-dilutive, i.e. would increase EPS had they been included.

Headline

Separately disclosed items

Policy

Separately disclosed items include one off, non-recurring revenues or expenses. These are shown separately and are excluded from Headline profit to provide a better understanding of the underlying results of the Group.

Analysis

Separately disclosed items for the year ended 31 December 2023 comprise of the following:

The Group has been pursuing a strategy to simplify its operating structure and improve efficiency across the Group. In 2023, three programmes of restructuring have been undertaken:

• The Group has shut down certain loss-making overseas and UK subsidiaries and incurred redundancy costs as part of the agreement with the disposed or closed businesses. This programme will continue into 2024.
• The Group's global efficiency programme has also started to identify and reduce specific central HQ roles, which will no longer be required in the Group. This programme will continue into 2024.
• Local businesses within the Group have reviewed their own future, permanent operational structures, following market changes, which has resulted in staff redundancy costs in the period across 28 ongoing businesses across the Group. The restructuring costs are treated as separately disclosed items only when a role has been permanently eliminated from the business (there should be no intention for the role to be replaced in the next 12 months). These local programmes have been completed, but new programmes may be undertaken in future, depending on local market conditions.

The staff costs associated with these restructuring programmes have been treated as an exceptional non-Headline cost, as they are one-off exit costs relating to compensation to employees for periods not worked. The operating costs mainly relate to the future rates and service charges for the 30 Great Pulteney Street office in London, which has now been vacated (£233k).

CEO compensation relates to the 12 months of staff costs relating to the gardening leave of the former CEO, which has not been worked. These have been treated as an exceptional non-Headline cost, as these costs are legally committed by the business, but with no benefit to the business.

The Executive Chair has fulfilled the CEO role, which triggered the loss of future compensation from her previous employment, which the Company has agreed to bear. These have been treated as an exceptional non-Headline cost, as these costs relate to the Executive Chair's performance in another business.

In the second half of 2022, the Group commenced a global efficiency programme, with the assistance of PricewaterhouseCoopers LLP (PwC). PwC's professional fees (£390k) and the staff costs of the project team dedicated to this transformation project (£275k) have been classified as separately disclosed items in line with the treatment in 2022, as this is a strategic, one-off project with a finite end that is not part of the underlying operations of the business. PwC have completed its work, but the project team will continue to manage the project through to conclusion in 2025.

Separately disclosed items for the year ended 31 December 2022 comprise of the following:

During 2022, the Company was subject to two competing bids to take control and full ownership of the business. Managing the Company's response to these two bids resulted in a number of external advisory costs and a refocusing of several key internal personnel away from the day-to-day running of the business. Included in the above is £811k related to senior management costs (including £360k representing CEO time), as an estimate of time spent on the transaction where they have been unable to undertake other planned strategic activities and day-to-day management of the business. In addition, incremental bonus costs were paid to several key individuals of £594k to reflect the significant additional workload they had to undertake.

In 2022, PwC's professional fees in relation to the global cost efficiency programme were classified as non-Headline (£992k). In addition, within three of the agencies in the Group, a strategic review resulted in staff redundancy costs in the year (£1,789k).

Other separately disclosed items relate to the release of the provision associated with the Financial Conduct Authority investigation, which is now closed with no enforcement action being taken, the cost of which was previously treated as non-Headline. In addition, legal fees were incurred in relation to a dispute in relation to a put option arrangement.

Segmental information

Headline segmental income statement

Segmental results are reconciled to the income statement in Note 1 of the financial statements. The Board reviews Headline results.

The Group's operating segments are aligned to those business units that are evaluated regularly by the chief operating decision maker ("CODM"), namely, the Board, in making strategic decisions, assessing performance, and allocating resources.

The operating segments have historically comprised of individual country entities, the financial information of which is provided to the CODM and is aggregated into specific geographic regions on a Headline basis, with each geographic region considered a reportable segment. Each country included in that region has similar economic and operating characteristics. The products and services provided by entities in a geographic region are all related to marketing communications services and generally offer complementary products and services to their customers.

The Group's performance is also assessed under a structure of specialisms, and this is reported under two segments: Advertising and High Growth Specialisms, excluding Group central costs.

Segmental Information by Geography

Included within the Group's revenues is a customer that makes up more than 10% of total revenue, contributing £43.1m (2022: £32.8m). This is included within the UK, Americas and within the High Growth Specialisms.

Segmental Information by Division

Allocation of non-current assets by country is based on the location of the business units. Items included comprise fixed assets, intangible assets, IFRS 16 assets and equity accounted investments.

Revenue from contracts with customers

Billings comprise all gross amounts billed, or billable, to clients and is stated exclusive of VAT and sales taxes. Billings is a non-GAAP measure and is included as it influences the quantum of trade and other receivables recognised at a given date. The difference between Billings and Revenue is represented by costs incurred on behalf of clients with whom entities within the Group operate as an agent, and timing differences, where invoicing occurs in advance or in arrears of the related revenue being recognised.

Net revenue is a non-GAAP measure and is reviewed by the CODM and other stakeholders as a key metric of business performance (Note 3 of the financial statements).

Revenue recognition policies

Revenue is stated exclusive of VAT and sales taxes. Net revenue is exclusive of third-party costs recharged to clients, where entities within the Group are acting as principal.

Performance obligations

At the inception of a new contractual arrangement with a customer, the Group identifies the performance obligations inherent in the agreement. Typically, the terms of the contracts are such that the services to be rendered are considered to be either integrated or to represent a series of services that are substantially the same, with the same pattern of transfer to the customer. Accordingly, this amalgam of services is accounted for as a single performance obligation.

Where there are contracts with services which are distinct within the contract, then they are accounted for as separate obligations. In these instances, the consideration due to be earned from the contract is allocated to each of the performance obligations, in proportion to their stand-alone selling price.

Further discussion of performance obligations arising in terms of the main types of services provided by the Group, in addition to their typical pattern of satisfaction, is provided below.

Measurement of revenue

Based on the terms of the contractual arrangements entered into with customers, revenue is typically recognised over time. This is based on either the fact that (i) the assets generated under the terms of the contracts have no alternative use to the Group and there is an enforceable right to payment, or (ii) the client exerts editorial oversight during the course of the assignment such that they control the service as it is provided.

Principal vs agent

When a third-party supplier is involved in fulfilling the terms of a contract, then, for each performance obligation identified, the Group assesses whether the Group is acting as principal or agent. The primary indicator used in this assessment is whether the Group is judged to control the specified services prior to the transfer of those services to the customer. In this instance, it is typically concluded that the Group is acting as principal.

When entities within the Group act as an agent, the revenue recorded is the net amount retained. Costs incurred with external suppliers are excluded from revenue. When the Group acts as principal the revenue recorded is the gross amount billed, and when allowable by the terms of the contract, out-of-pocket costs, such as travel, are also recognised as the gross amount billed with a corresponding amount recorded as an expense.

Treatment of costs

Costs incurred in relation to the fulfilment of a contract are generally expensed as incurred if revenue is recognised over time.

Disaggregation of revenue

The Group monitors the composition of revenue earned by the Group on a geographic basis and by specialism.

Reported

Assets and liabilities related to contracts with customers

Contract assets and liabilities arise when there is a difference (generally due to timing) in the amount of revenue which can be recognised and the amount which can be invoiced under the terms of the contractual arrangement.

Where revenue earned from customers is recognised over time, many of the Group's contractual arrangements have terms which permit the Group to remit invoices for the amount of work performed to date on a specific contract (described in the accounting policies as "right-to-invoice"). Where the terms of a contractual arrangement do not carry such right to invoice, then a contract asset is recognised over time, as work is performed until such point that an invoice can be remitted.

Where revenue earned from customers is recognised at a point in time, then this will be dependent on satisfaction of a specific performance obligation. At such point, it is usual that there are no other conditions required to be met for receipt of consideration and, as such, a trade receivable should be recognised at the point the entity's right to consideration is unconditional, which normally will be at the time the purchase order is satisfied (which may not be the same as when an invoice is raised).

Contract liabilities comprise instances where a customer has made payments relating to services prior to their provision. Where payments are received in advance, IFRS 15 requires assessment of whether these cash transfers contain any financing component. Under the terms of the contractual arrangements entered into by entities within the Group, there are no instances where such financing elements arise. This is the case even for those arrangements where the Group receives monies more than a year in advance by virtue of the terms of the contractual agreement so entered into.

The Group operates a standard 30 day credit terms policy. All contract liabilities and contract assets (other receivables per Note 21 of the financial statements) brought forward have been realised in the current period.

Revenue recognition policies and performance obligation satisfaction by category of services performed

Further details regarding revenue recognition and performance obligations of the Group's main service offerings are summarised below.

Provision of advertising and marketing services

The provision of advertising and marketing services to clients typically meets the criteria identified above for revenue to be recognised over time. The quantum of revenue to be recognised over the period of the assignments is either based on the "right-to-invoice" expedient or as the services are provided, depending on the contractual terms. In measuring the progress of services provided in an assignment, the Group uses an appropriate measure depending on the circumstances, which may include inputs (such as internal labour costs incurred) or outputs (such as media posts). Where projects are carried out under contracts, the terms of which entitle an entity within the Group to payment for its performance only when a discrete point is reached (such as an event has occurred or a milestone has been reached), then revenue is recognised at the time that payment entitlement occurs, i.e. at a point in time.

The provision of advertising and marketing services can encompass provision of a range of media deliverables in addition to development and deployment of a media strategy. Regular assessment of the effectiveness of the project with regard to the objective of the contractual arrangement may also be included. Often the range of services provided within these arrangements is considered to be integrated to an extent that no separable performance obligations can be identified other than a single over-arching combined performance obligation relating to the delivery of the project. In these instances, revenue is recognised over time as the performance obligation is being satisfied depending on the circumstances, which may include inputs (such as internal labour costs incurred) or outputs (such as media posts).

When services provided are considered separable, and not integrated, then multiple performance obligations are recognised. Multiple performance obligations are most common in projects where there are clearly separable conceptual preparatory obligations culminating in a customer deliverable, such as an event. In these scenarios the conceptual preparation element and the deliverable are concluded as forming separate performance obligations with the revenue and corresponding cost of sales (typically third-party pass-through costs) assigned to the obligation to which they relate.

Whilst it is uncommon for projects to be such that revenue is not able to be recognised over time, examples can occur. In these instances, the element of the transaction price assigned to each performance obligation (in proportion to stand-alone selling prices) is recognised as revenue once an obligation has been fully satisfied, for example an event has occurred or a milestone has been reached.

Some entities within the Group enter into retainer fees that relate to arrangements whereby the nature of the entity's contractual promise is to agree to 'stand-ready' to deliver services to the customer for a period of time rather than to deliver the goods or services underlying that promise. Revenue relating to retainer fees is recognised over the period of the relevant assignments or arrangements, typically in line with the "stand-ready" incurred costs.

Where fees are remunerated to the agency in excess of the services rendered, then a contract liability is recognised. Conversely where the services rendered are in excess of the actual fees paid, then a contract asset is recognised when there is a right to consideration.

Certain of these arrangements have contractual terms relating to the agency meeting specific customer identified KPIs. As a result, the overall level of consideration can vary by increasing or decreasing as a result of performance against these KPI metrics. To reflect this variability in the overall level of consideration, the most likely outcome is estimated by management and then that outcome is reflected in the revenue recognised as the performance obligation(s) of the contract are satisfied. When determining the likely outturn position, the estimated consideration is such that it is highly probable there will not be significant reversal of the revenue in the future. The estimated portion of the variable element is recalculated at the earlier of the completion of the contract or the next reporting period and revenue is adjusted accordingly. These estimates are based on historical award experience, anticipated performance and best judgement at the time.

Commission based income in relation to media spend

The Group arranges for third parties to provide the related goods and services to its customers in the capacity of an agent. Revenue is recognised in relation to the amount of commission the Group is entitled to. Often additional integrated services are provided at the same time with regard to the development and deployment of an overarching media strategy. Due to the integration of the services provided under the terms of the contract, management judgement is applied to assess whether there is a single combined performance obligation.

The performance obligation for media purchases is considered to have been satisfied when the associated advertisement has been purchased. In the majority of instances where the Group purchases media for clients, the Group is acting as agent.

Commission based income in relation to talent performance

Revenue in relation to talent performance involves the Group acting as agent. Typically, such arrangements have a single, or a sequence, of specific performance obligations relating to the talent (or other third party) providing services. The performance obligations are generally satisfied at a point in time once the service has been provided, at which point, revenue is recognised. The consideration for the services is normally for a fixed amount (as a percentage of the talent's fee) with no degree of variability.

Recognition of supplier discounts and rebates as revenue from contracts with customers

The Group receives discounts and rebates from certain suppliers for transactions entered into on behalf of clients, which the clients have agreed the Group can retain. When the contractual terms of the agreements entered into are such that the Group acts as agent in these instances, then such rebates are recognised as revenue from contracts with customers. By contrast, when the contractual terms of the agreements are such that the Group is acting as principal, then such rebates are recognised as a reduction in direct costs. Certain of the Group's clients, however, have contractual terms such that the pricing of their contracts is structured with the rebate being passed through to them.

Staff costs

Policy

Contributions to personal pension plans are charged to the income statement in the period in which they are due. Bonuses are given on an ad hoc basis, or as otherwise agreed, and are accrued in the year to which the services performed relate (when there is an expectation these will be awarded).

Staff costs (including Directors)

* Other staff costs include profit share, LTIP charges and other staff benefits.

** Includes bonuses

These staff numbers are based on the average number of staff throughout the year in 2023.

Pensions

The Group does not operate any defined benefit pension schemes. The Group makes payments, on behalf of certain individuals, to personal pension schemes.

Compensation for key management personnel and Directors

*Included within share based payments is £nil (2022: £174k) relating to Mickey Kalifa who left the Company in May 2022.

Key management personnel include the Directors and employees responsible for planning, directing and controlling the activities of the Group. Refer to the Directors' Remuneration Report for details of the Directors' remuneration, including the highest paid Director.

Auditors' remuneration

The Company paid the following amounts to its auditors in respect of the audit of the financial statements and for other services provided to the Group:

Net finance expense

Policy

Interest income and expense, including fair value adjustments to IFRS 9 put options, are recognised in the income statement in the period in which they are incurred, except for the amortisation of loan costs which are recognised over the life of the loan.

Analysis

Current taxation

Policy

Current tax, including UK and foreign tax, is provided for using the tax rates and laws that have been substantively enacted at the balance sheet date.

Analysis

The differences between the actual tax and the standard rate of corporation tax in the UK applied to the Group's Statutory profit for the year are as follows:

Large variations in future tax rates of the statutory accounts are expected due to significant items such as share-based payments (option charges) and put options being non-deductible against corporation tax as a result of these items being capital in nature.

The key differences between actual and standard tax rates are as follows:

• Option charges include dividends paid to those shareholders in the subsidiary companies that also have a put option arrangement in place within that entity, which are not deductible for tax: The Group's share-based payment schemes mostly relate to equity held in subsidiary companies. The Group generally receives no tax benefit on the exercise of these put options nor on the payment of the dividends.
• Impairment with no tax credit: On most of the acquisitions no tax benefit was received from the acquisition of goodwill. During the period some of the goodwill was impaired with no future tax benefit of such impairments. Expenses not deductible for tax: In 2022 two parties tried to acquire the Company and a proportion of the defence costs was disallowable due to them being capital in nature. This increased the non-deductible expenses in 2022 that has not been repeated in 2023.
• The net effect of the adjustment for current and deferred tax in prior periods is a release of an over provision of £353k (2022: £277k over provision) of total tax charge.
• Due to restructuring, we were able to recognise £548k (2022: £nil) of unrecognised deferred tax.
• Different tax rates applicable in overseas jurisdictions. The Group operates in multiple locations round the world where tax rates are higher than the UK, e.g., Australia (30%) and the US (between 21% to 28%), the difference reduced in the year as the UK tax rate increased from 19% to 25% in April 2023.

Tax on Headline profits

As can be seen in the Headline tax reconciliation, the largest drivers of Headline tax charge are the local entities' profitability with central costs being incurred in the UK, a lower tax market, and profits being made in higher tax countries such as Australia and the US.

Our Headline tax rate has increased from 24.5% to 25.6%. The key movements in the Headline tax rates are as follows:

• Tax losses for which no deferred tax asset is recognised and recognition of historic unprovided deferred tax caused a net (1.6)% reduction in taxation. We continue to explore ways to recognise our historic unrecognised tax. Our disposals will reduce the number potential entities with tax losses that we have no certainty on future profits.
• Our acquisition of partnership interest has boosted tax by 1.6% although this is offset by reduced minority share (this is because partnership share of profits are received by minorities without tax deduction).
• There was an increase in our historical overprovision of tax causing a net (0.4)% reduction in tax rates.
• The increase in the UK tax rates offset by a reduced difference to overseas tax rates increased our tax charge by 1.8%.
• Other movements (0.3)%.

Deferred taxation

Policy

Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax is not, however, provided for temporary differences that arise from: (i) initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss, or (ii) the initial recognition of goodwill.

Deferred tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.

Deferred tax is provided on temporary differences arising on investments in subsidiaries and associates, except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and the Group intends to settle its current tax assets and current tax liabilities on a net basis. Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.

Analysis

The deferred tax asset is recoverable against future profits, and future corporation tax liabilities. The following table shows the deferred tax asset / (liability) recognised by the Group and movements in 2023 and 2022.

Based on the 2024 budget and three-year plans, approved by the Board, the Group has reviewed the deferred tax asset created by tax losses for their recoverability. Where the Group believes such losses may not be recoverable, they have not been recognised on the balance sheet and have been included in unrecognised deferred tax assets.

Within the local entities £711k (2022: £1,556k) of deferred tax has been naturally offset. Disregarding this offset, the split of deferred tax is as follows:

The working capital differences mostly relate to the tax effects of working capital in Australia, which calculates tax on a cash basis rather than the accruals basis used in other countries, along with the continuing tax effects of the adoption of IFRS16 (Leases); and tax provision on any long-term deferred bonuses.

The unrecognised deferred tax assets in respect of certain losses in overseas territories, referred to in the tables above, have not been recognised as there is insufficient certainty of future taxable profits against which these would reverse. An unrecognised deferred tax asset in respect of carried forward tax losses is shown below:

* At local tax rates.

Expiry date of unrecognised deferred tax:

Dividends

Policy

Interim dividends are recognised when they have been approved by the Board and are legally payable. Final dividends are recognised when they have been approved by the shareholders at the Company's Annual General Meeting.

No interim dividends were declared in 2022 or 2023.

A final dividend for 2022 of 1.5 pence per share was approved at the Company's Annual General Meeting on 14 June 2023, which was a total amount of £1,834k. This was paid on 12 July 2023 to all shareholders on the Company's register of members as at 9 June 2023. The ex-dividend date for the shares was 8 June 2023.

The payment of this dividend did not have any tax consequences for the Group.

A final dividend for 2023 of 1.6 pence per share has been recommended by the Board, which is a total amount of £1,956k. The final dividend, if approved at the Company's Annual General Meeting on 16 May 2024, will be paid on 24 June 2024 to all shareholders on the Company's register of members as at 10 May 2024. The ex-dividend date for the shares is 9 May 2024.

Disposals

Policy

Disposals of entities in the Group are accounted for in accordance with IFRS 10:25. When the parent's ownership of a subsidiary company changes and results in the parent's loss of control of a subsidiary within the Group, the parent:

• Derecognises the assets and liabilities attributable to the former subsidiary from the consolidated balance sheet.
• Recognises any investment retained in the former subsidiary when control is lost, and subsequently accounts for it and for any amounts owed by or to the former subsidiary in accordance with relevant IFRS standards.
• Recognises the gain or loss associated with the loss of control attributable to the former controlling interest.

Analysis

The Group divested of certain overseas subsidiaries in line with its strategy to simplify its operating structure and improve efficiency across the Group. M&C Saatchi AB and M&C Saatchi Spencer Hong Kong Limited predominately formed part of Advertising and were acquired by the existing local leadership teams. Clear Deutschland GmbH formed part of Consulting and was acquired by the existing local leadership teams.

The Group disposed its entire shareholding in M&C Saatchi Spencer Hong Kong Limited for nil consideration and in Clear Deutschland GmbH for a consideration of €102k.

The Group reduced its interest in M&C Saatchi AB from 70% to 30% with the management team and directors of M&C Saatchi AB, acquiring the Company's interest for nominal consideration. M&C Saatchi AB became an equity accounted investment.

The total cash outflow relating to the disposal of these subsidiaries was £209k.

The Headline results of the entities disposed in 2023, which have been included in the results for the year, were as follows:

There were no disposals in 2022.

The gain on disposal of the subsidiaries is calculated as follows:

* As part of the disposals, all put option obligations have been rescinded.

Assets held for sale

Policy

The following conditions must be met for an asset to be classified as held for sale (IFRS 5.6-8):

• Management is committed to a plan to sell.
• The asset is available for immediate sale.
• An active program to locate the buyer is initiated.
• The sale is highly probable, within 12 months of classification as held for sale.
• Actions required to complete the plan indicate that it is unlikely that plan will be significantly changed or withdrawn.
• The assets need to be disposed of through sale.

Measurement

• At the time of classification as held for sale: immediately before the initial classification of the asset as held for sale, the carrying amount of the asset will be measured in accordance with applicable IFRSs. Resulting adjustments are also recognised in accordance with applicable IFRSs (IFRS 5.18).
• After classification as held for sale: non-current assets that are classified as held for sale are measured at the lower of carrying amount and fair value less costs to sell. (IFRS 5.15-15A).

Analysis

Investments in subsidiaries

The Group sold its shares in PT MCS Saatchi Indonesia to the company's founder for a consideration of £500k on 16 January 2024. The investment was held at nil value in December 2023.

Investments in associates and financial assets at fair value through profit or loss

The Group owns a 10% shareholding in Australie SAS (France) that was acquired in March 2021. This investment is held as financial assets at fair value through profit or loss in the consolidated balance sheet. The Group owns 49% in Cometis SARL and 25% in M&C Saatchi Little Stories SAS. These investments are held as Investments in associates in the consolidated balance sheet. The sale process of these investments commenced in the last quarter of 2023 and completed on 28 March 2024 for consideration of €1m.

The investment in Australie, the investment in our associates in France and the investment in PT MCS Saatchi Indonesia, were reclassified to Assets held for sale as of December 2023 according to IFRS 5 Non-current Assets Held for Sale and Discontinued Operations.

Investment property

Policy

IAS 40 Investment property applies to the accounting for property (land and/or buildings, or part of a building, or both) held (by the owner, or by the lessee, under a finance lease) to earn rentals or for capital appreciation (or both).

Investment property is initially measured at cost and subsequently at fair value with any change recognised in profit or loss.

Up to the date when an owner-occupied property becomes an investment property carried at fair value, an entity depreciates the property (or the right-of-use asset) and recognises any impairment losses that have occurred. The entity treats any difference at that date between the carrying amount of the property in accordance with IAS 16 or IFRS 16 and its fair value in the same way as a revaluation in accordance with IAS 16.

Rental income from investment property is recognised on a straight-line basis over the term of the lease. Lease incentives granted are recognised as an integral part of the total rental income, over the term of the lease.

Analysis

At times, entities of the Group will sublet certain of their properties when their underlying business requirements change.

Investment property compromises one floor in our London (UK) office valued at £802k and one floor in our Sydney (Australia) office valued at £1,568k. We moved out from these floors in November and in December 2023 respectively.

These properties are currently on the market with the aim to sublet them.

The investment property value represents the estimated rental income that the Group could get in the current market by renting out these spaces.

Deferred and contingent consideration

Policy

Certain acquisitions made by the Group include contingent or deferred consideration, the quantum of which is dependent on the future performance of the acquired entity. Such consideration is recorded at fair value in line with IFRS 13 (Note 30 of the financial statements).

The balances are remeasured at the earlier of either the end of each reporting period or crystallisation of the consideration payment. The movements in the fair value are recognised in profit or loss.

Analysis

*There is contingent consideration owed to shareholders of Scarecrow M&C Saatchi Limited, however, due to its present level of profitability it is currently valued at £nil (2022: £nil).

* £266k revaluation of deferred consideration due to Levergy Marketing Agency (Pty) Limited on payment

** £1,250k paid to Levergy Marketing Agency (Pty) Limited.

*** The £914k of contingent consideration relates to the sale of Dataseat Ltd ("Dataseat"), one of the entities in the Group's portfolio of unlisted companies, in which it held a 5.18% shareholding. The sale to Verve Group took place in July 2022, and £779k of cash was received as initial consideration. Verve Group is part of Media and Games Invest Se ("MGI"), a Swedish company which is listed on the Nasdaq Market in Stockholm and in the Scale segment of the Frankfurt Stock Exchange. Two further tranches of consideration may be received, on which the Group has undertaken a probability assessment in determining the value recognised:

Tranche 2:

Up to £534k to be received as cash or MGI shares. The exact amount to be received will be reduced proportionately based on:

• one or both of the two Dataseat founders leaving the employment of Dataseat before July 2025,
• if they leave, the terms and timing of their departures,
• whether the consideration is paid in cash or shares. Receiving shares results in a maximum consideration of £534k rather than £485k, and the minimum is 0.

We received the £485k cash on 27 February 2024.

Tranche 3:

Up to £924k to be received as cash or MGI shares as part of an earn-out calculation. The earn-out consideration is dependent on Dataseat's 2024 net revenue and must be paid by August 2025. The contingent consideration was calculated following a review of Dataseat's future prospects and potential net revenues and involved sensitivity analysis of different revenue scenarios. Receiving any earn-out consideration is also dependent on the two founders remaining employed by Dataseat until July 2025. The maximum consideration which could be received for tranche 3 is £1,458k and the minimum is 0, this has been valued at £253k after discounting the remaining receivable amount.

Intangible assets

Policy

Intangible assets are carried at cost less accumulated amortisation and impairment losses.

Goodwill

Under the acquisition method of accounting for business combinations, goodwill is the fair value of consideration transferred, less the net of the fair values of the identifiable assets acquired and the liabilities subsumed.

Other intangibles acquired as part of a business combination

Intangible assets acquired as part of a business combination (which includes brand names and customer relationships) are capitalised at fair value, if they are either separable or arise from contractual or other legal rights and their fair value can be reliably measured.

Software and film

Purchased software, and internally created software and film rights are recorded at cost. Internally created software and film rights are created so that they can be directly used to generate future client income.

Amortisation

Goodwill is not amortised. Amortisation of other classes of intangible assets is charged to the income statement on a straight-line basis over their estimated useful lives as follows:

Software and film rights: 3 years

Customer relationships: 1 to 8 years

Brand name: 1 to 10 years

The Group has no indefinite life intangibles other than goodwill.

Impairment

Goodwill and other intangibles are reviewed for impairment annually or more frequently if events or changes in circumstances indicate that the assets may be impaired.

Impairment losses arise when the carrying amount of an asset or CGU is in excess of the recoverable amount, and these losses are recognised in the income statement. All recoverable amounts are from future trading (i.e. their value in use) and not from the sale of unrecognised assets or other intangibles.

The value in use calculations have been based on the forecast profitability of each CGU, using the 2024 budget and three-year plans approved by the Board, with a residual growth rate of 1.5% p.a. applied thereafter. This forecast data is based on past performance and current business and economic prospects. Revenue growth rates by year and geography were determined using PwC's 2023 Global Entertainment and Media Outlook report, and operating cost growth was limited to a % of revenue growth aligned with current margins and improvements driven by Project Forward.

A discount rate is then applied to create a discounted future cash flow forecast (DCF) for each CGU, which forms the basis for determining the recoverable amount of each CGU. If the DCF of a CGU is not in excess of its carrying amount (that includes the value of its fixed assets and right-of-use assets), then an impairment loss would be recognised.

In conducting the review, a residual growth rate of 1.5% has been used for all countries. Market betas of 1.0 have been used for the UK, the US, Europe, Australia, Malaysia, the UAE, Brazil and South Africa, while 1.4 has been used for India and 1.2 has been used for rest of the world.

Pre-tax discount rates are based on the Group's nominal weighted average cost of capital adjusted for the specific risks relating to the country and market in which the CGU operates.

* Relates to assets reclassified from intangible assets to assets held at fair value through profit and loss (Note 20 of the financial statements), following the spinoff of our investment to DragnDrop Limited.

* With exception of CGUs marked, all other movements in the table above are due to foreign exchange differences.

During the year goodwill balances were fully impaired in relation to M&C Saatchi (Hong Kong) Limited £2,357k (2022: £396k) when a decision was made to exit this market; and M&C Saatchi Advertising GmbH £1,376k (2022: £nil) after the agency lost its main client during the year.

Based on the considerations above, impairments were also made in relation to brand name £295k (2022: £nil) and customer relationships £766k (2022: £nil) held by M&C Saatchi (Hong Kong) Limited.

The 2023 review of goodwill was undertaken as at 31 December, and resulted in no further impairments of goodwill.

A sensitivity analysis has been performed, showing the impact required if the profit forecasts reduced by 20% and the discount rates increase by 10% across the Group. This would give rise to an impairment in six CGUs (2022: eight) and a total impairment of £16,993k (2022: £21,603k).

Investments in associates and joint ventures

Policy

The Group invests in associates and joint ventures, either to deliver its services to a strategic marketplace, or to gain strategic mass by being part of a larger local or functional entity.

An associate is an entity over which the Group has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee, but it is neither control nor joint control over those policies.

The carrying value of these investments comprise the Group's share of their net assets and any purchased goodwill. These carrying amounts are reviewed at each balance sheet date, to determine whether there is any indication of impairment.

Analysis

* In December 2023, the Group sold majority of its shares in M&C Saatchi AB and only retained 30%.

M&C Saatchi SAL has the following subsidiaries: M&C Mena Ltd and Al Dallah For Creativity & Design LLC.

All shares in associates are held by subsidiary companies in the Group. Where an associate has the right to use the brand name, the Group holds the right to withdraw such use, to protect it from damage.

The Group holds neither associates nor joint ventures in Australia, Africa, or the UK.

The sale process of these investments commenced in the last quarter of 2023 and is expected to be completed in the first quarter of 2024 for a consideration of €1 million.

The sale process of the French associates, 49% in Cometis SARL and 25% in M&C Saatchi Little Stories SAS, commenced in the last quarter of 2023 and completed on 28 March 2024. Therefore these investments were reclassified to Assets held for sale as of December 2023 according to IFRS 5 Non-current Assets Held for Sale and Discontinued Operations.

The results and net assets of the associate entities are set out below, along with the Group's share of these results and net assets:

2020

*Income statement includes the YTD results for France. The investment in France has been reclassified to Assets held for sale as of 31 December 2023, therefore no balance sheet included for France. The Balance sheet includes M&C Saatchi AB net assets. The company became an associate on 21 December 2023, therefore no YTD results included in the income statement disclosure.

Plant and equipment

Policy

Tangible fixed assets are stated at historical cost less accumulated depreciation. Depreciation is provided to write off the cost of all fixed assets, less estimated residual values, evenly over their expected useful lives.

Depreciation is calculated at the following annual rates:

Leasehold improvements - Lower of useful life and over the period of the lease

Furniture and fittings - 10% straight-line basis

Computer equipment - 33% straight-line basis

Other equipment - 25% straight-line basis

Motor vehicles - 25% straight-line basis

The need for any fixed asset impairment write-down is assessed by a comparison of the carrying value of the asset against the higher of a) the fair value less costs to sell, or b) the value in use.

Analysis

Total depreciation in the income statement is broken down as follows:

Leases

The Group leases various assets, comprising properties, equipment, and motor vehicles. The determination whether an arrangement is, or contains, a lease is based on whether the contract conveys a right to control the use of an identified asset for a period of time in exchange for consideration.

Policy

The following sets out the Group's lease accounting policy for all leases, with the exception of leases with a term of 12 months or less and those of low value assets. In both these instances the Group applies the exemptions permissible by IFRS 16 Leases. These are typically expensed to the income statement as incurred.

Right-of-use assets and lease liabilities

At the inception of a lease, the Group recognises a right-of-use asset and a lease liability.

The value of the lease liability is determined by reference to the present value of the future lease payments, as determined at the inception of the lease. Lease liabilities are disclosed separately on the balance sheet. These are measured at amortised cost, using the effective interest rate method. Lease payments are apportioned between a finance charge and a reduction of the lease liability, based on a constant interest rate applied to the remaining balance of the liability. Interest expense is included within net finance costs in the consolidated income statement. The interest rate applied to a lease is typically the incremental borrowing rate of the entity entering into the lease. This is as a result of the interest rates implicit in the leases not being readily determined. The incremental borrowing rate applied by each relevant entity is determined based on the interest rate adjudged to be required to be paid by that entity to borrow a similar amount over a similar term for a similar asset in a similar economic environment.

A corresponding right-of-use fixed asset is also recognised at an equivalent amount adjusted for a) any initial direct costs, b) payments made before the commencement date (net of lease incentives), and c) the estimated cost for any restoration costs the Group is obligated to at lease inception. Right-of-use assets are subsequently depreciated on a straight-line basis over the shorter of the lease term or the asset's estimated life. Under IFRS 16, right-of-use assets are tested for impairment in accordance with IAS 36 'Impairment of Assets', when there is an indication of impairment.

Lease term

The lease term comprises the non-cancellable period of the lease contract. Periods covered by an option to extend the lease are included, if the Group has reasonable certainty that the option will be exercised. Periods covered by an option to terminate are included, if it is reasonably certain that this option will not be exercised.

Lease payments

Lease payments comprise fixed payments and variable lease payments (that depend on an index or a rate, initially measured using the minimum index or rate at inception date). Payments include any lease incentives and any penalty payments for terminating the lease, if the lease term reflects the lessee exercising that option. The lease liability is subsequently remeasured (with a corresponding adjustment to the related right-of-use asset) when there is a change in future lease payments due to a) a renegotiation or market rent review, b) a change of an index or rate, or c) a reassessment of the lease term.

Lease modifications

Where there are significant changes in the scope of the lease, then the arrangement is reassessed to determine whether a lease modification has occurred and, if there is such a modification, what form it takes. This may result in a modification of the original lease or, alternatively, recognition of a separate new lease.

Subleases

At times, entities of the Group will sublet certain of their properties when their underlying business requirements change. Under IFRS 16, the Group assesses the classification of these subleases with reference to the right-of-use asset, not the underlying asset.

Up to the date when an owner-occupied property becomes an investment property carried at fair value, an entity depreciates the property (or the right-of-use asset) and recognises any impairment losses that have occurred. The entity treats any difference at that date between the carrying amount of the property in accordance with IAS 16 or IFRS 16 and its fair value in the same way as a revaluation in accordance with IAS 16.

Rental income from investment property is recognised on a straight-line basis over the term of the lease. Lease incentives granted are recognised as an integral part of the total rental income, over the term of the lease.

When the Group acts as an intermediate lessor, it accounts for its interests in the head lease and the sublease separately. At lease commencement, a determination is made whether the lease is a finance lease or an operating lease. To classify each lease, the Group makes an overall assessment of whether the lease transfers to the lessee substantially all of the risks and rewards of ownership in relation to the underlying asset. If this is the case, then the lease is a finance lease; if not, then it is an operating lease. The Group recognises lessor payments under operating leases as sublease income on a straight-line basis over the lease term. The Group accounts for finance leases as finance lease receivables, using the effective interest rate method.

Short-term leases and leases of low-value assets

The Group applies the short-term lease recognition exemption to those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option. It also applies the lease of low-value assets recognition exemption to leases of office equipment that are considered of low value (defined by the Group as being below £3,000). Lease payments on short-term leases and leases of low-value assets are recognised as an expense on a straight-line basis over the lease term.

Estimates relating to leases

The Group has made estimates in determining the interest rate used for discounting of future cash flows, and the lease term. Details relating to these estimates can be found in the basis of preparation note.

Analysis

Set out below are the carrying amounts of right-of-use assets and lease liabilities recognised, and the movements during the year:

* Investment property compromises one floor in our London (UK) office valued at £802k and one floor in our Sydney (Australia) office valued at £1,568k. We moved out from these floors in November and in December 2023 respectively. These properties are currently on the market with the aim to sublet them. The investment property value represents the estimated rental income that the Group could get in the current market by renting out these spaces.

** The impairment amount of £1872k consists of:

£992k - M&C Saatchi Agency Pty Ltd: 99 Macquarie Street, Sydney, Australia (we moved out from this floor in December 2023),

£364k - M&C Saatchi Worldwide Ltd: 36 Golden Square, London, UK (we moved out from this floor in November 2023),

£463k - M&C Saatchi Worldwide Ltd: 30GPS 1st floor, London, UK (fully impaired in H1 2023),

£26k - M&C Saatchi Asia Hong Kong Ltd (due to the closure of the Asia HQ),

£27k - M&C Saatchi World Services (Singapore) PTE LTD (due to move to a new, bigger office in the year).

The additions in 2023 predominately relate to the new offices in Dubai (the UAE) and Singapore.

The Group signed a lease agreement for a new office space in New York in August 2023. Due to extensive renovation work we did not move into that office until January 2024. We recognised the right-of-use asset and the lease liability of £3.8m in the consolidated balance sheet in January 2024.

Of lease payments made in the year of £9,105k (2022: £10,277k), £6,208k (2022: £7,307k) related to payment of principal on the corresponding lease liabilities and the balance to payment of interest £2,897k (2022: £2,970k) due on the lease liabilities.

*In 2022 there was a reversal of an impairment from 2020, as the impaired asset was sublet during the year.

The Group does not face a significant liquidity risk with regard to its lease liabilities and manages them in line with its approach to other month-to-month liquidity matters, as described in Note 31 of the financial statements.

The cash payment maturity of the lease liabilities held as at 31 December 2023, net of sublease receipts, is as follows:

Of the future lease payments post-2028, £21.8m relates to a single office lease which expires in 2034. This lease agreement was entered into in December 2019.

The Group signed a lease agreement for a new office space in New York in August 2023. Due to extensive renovation work we did not move into that office until January 2024. We recognised the right-of-use asset and the lease liability of £3.8m in the consolidated balance sheet in January 2024. The future cash payments include the payments of this lease.

Other non-current assets

*This balance relates to £607k convertible loan to DragNDrop Limited, and €500k M&C Saatchi Madrid loan provision reversal.

• Financial assets at fair value through profit and loss (FVTPL)

Policy

The Group holds certain unlisted equity investments, which are classified as financial assets at FVTPL. These investments are initially recognised at their fair value. At the end of each reporting period the fair value is reassessed, with gains or losses being recognised in the income statement.

The valuations are based on several factors, including the share price from the latest funding round, recent financial performance (where available), discounting for liquidation preference shares held by other shareholders, discount based on time elapsed since last price-point and discounting for convertible loan notes.

Analysis

The Group's unlisted equity investments consist of:

Investments held by Saatchinvest Ltd, mainly relating to 18 (2022: 18) early-stage companies.

A £636k convertible investment in DragNDrop Limited (which has built an end-to-end advertising design tool to help small businesses with their marketing), following its spinoff from the Group in 2023.

A 2.86% shareholding in Sesión Tequila Holdings Pty Ltd (Australia).

A 10% shareholding in M&C Saatchi Madrid SL (Spain).

A 10% shareholding of 59A Limited.

A 10% shareholding in Australie SAS (which has been reclassified as an asset held for sale).

The closing balance of the equity investments held at FVTPL consists of: Saatchinvest (£6,441), DragNDrop Limited (£636k) and Sesión Tequila Holdings Pty Ltd (£151k). The Group's 10% shareholdings in M&C Saatchi Madrid SL and 59A Limited are all valued at nil.

With regard to DragNDrop , the Group paid £636k in respect of the development of the DragNDrop IP. The Group invested a further £607k in DragNDrop Limited in a form of a convertible loan, which is included in other non-current assets in the balance sheet.

With regard to the early-stage non-client investments, the most the Group has invested in any one company over time is £0.7m and the least is £0.1m. The Group invests in these companies for long term return.

The activity in the year relating to the equity investments held at FVTPL is presented below:

Saatchinvest

As well as the potential for making gains when selling these assets in the future, the strategy for making these investments originally envisaged synergies from exposure to, and contact with, such high potential companies. This portfolio is not strategically important and we will not be adding to it in the future.

In 2023, there were no additions, but the investment in Citymapper was disposed of in the year.

The £4,898k revaluation downwards included £1,909k relating to Ometria, £1,114k relating to Picasso Labs, £765k relating to Kyra and £546k relating to Touchcast.

The following summary shows the material investments held by Saatchinvest and quantitative information about the significant unobservable inputs used for fair value measurements:

Australie

The £176k revaluation upwards relates to the unlisted investments held by M&C Saatchi International Holdings B.V. in Australie SAS.

A sale process of this investment commenced in the last quarter of 2023 and completed on 28 March 2024. Consequently, the 10% investment in Australie was reclassified to Assets held for sale as of December 2023, according to IFRS 5 Non-current Assets Held for Sale and Discontinued Operations.

Trade and other receivables

Policy

Trade receivables

Trade receivables are amounts due from customers for goods sold or services performed in the ordinary course of business. These financial assets give rise to cash flows that are 'solely payments of principal and interest' on the principal amount outstanding. They are generally due for settlement within 30 - 90 days and therefore are all classified as current. Trade receivables are recognised initially at the amount of consideration that is unconditional. The Group holds trade receivables with the objective to collect the contractual cash flows and therefore measures them subsequently at amortised cost using the effective interest method.

Impairment - Expected credit losses

The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance ('ECL') for all trade receivables and contract assets. To calculate the lifetime ECL the Group has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and economic environments in which the Group operates.

*Other receivables comprises unbilled media receivables balances of £14.2m (31 December 2022: £12.3m) and other amounts receivable of £2.1m (31 December 2022: £4.3m). There is no additional ECL recorded in relation to these amounts.

Set out below is the movement in the loss allowance (which includes provision for expected credit losses) of trade receivables and contract assets.

The information about credit exposures is disclosed in Note 31 of the financial statements.

Trade and other payables

Policy

Trade and other liabilities are non-interest bearing and are stated at their amortised cost subsequent to initial recognition at their fair value, which is considered to be equivalent to their carrying amount due to their short-term nature.

* Contract liabilities relates to deferred income of £17.6m (2022: £20.5m). This has decreased in line with the decrease in revenue, as customers reduced budgets and cut spending throughout the year. The amount of the 2022 balance was recognised within revenue in the current year.

Settlement of trade and other payables is in accordance with the terms of trade established with the Group's local suppliers.

Provisions

Policy

Provisions are recognised when the Group has a present legal or constructive obligation arising as a result of past events and where it is more likely than not an outflow of resources will be required to settle the obligation and the amount can be reliably estimated. Provisions are measured at management's best estimate of the expenditure required to settle the obligation at the balance sheet date.

The year-end provision of £1.1m (2022: £1.1m) comprises of costs relating to income protection schemes of £0.1m (2022: £0.5m); £0.2m (2022: £0.3m) in relation to property dilapidations; and £0.8m (2022: £nil) in relation to retrospective rent reviews.

As at the end of 2022, all amounts recognised as provisions were expected to be utilised within 12 months and are held as current liabilities. The Directors do not anticipate that any of the above will have a material adverse effect on the Group's financial position or on the results of its operations.

Borrowings

Policy

Loans and overdrafts are recognised initially at fair value, less attributable transaction costs. Subsequently, loans and overdrafts are recorded at amortised cost with interest charged to the income statement under the Effective Interest Rate (EIR) method. Where there is a significant change to the future cash flows, the EIR is reassessed with a corresponding change in the carrying amount of the amortised cost. The change in the carrying amount is recognised in profit or loss as income or expense.

Interest payable is included within accruals as a current liability.

Analysis

Amounts due within one year

*These overdrafts can be legally offset with other cash balances.They have not been netted off in accordance with IAS32.42 in 2022 as there was no intention to settle on a net basis. However, they have been netted off in 2023 as the cash balance and the overdraft balance is with the same bank and there is intention to settle this on a net basis.

** Bank loans are secured on share charges & debentures for England & Wales Incorporated Guarantors and share charges only for non England & Wales Incorporated Guarantors

Amounts due after one year

Secured bank loans

On 7 March 2024, the Company entered into a new revolving multicurrency facility agreement with National Westminster Bank plc, HSBC UK Bank plc and Barclays Bank PLC for up to £50m (the "New Facility"), with a further £50m extension if required for strategic acquisitions. The New Facility is provided on a three-year term with two one year extensions. Interest is charged based on a reference rate plus a margin, which is based on the current leverage of the Group (margin ranges from 2.25% to 3.25%, as at Q1 2024 ). This New Facility is to refinance the existing £47m facility with National Westminster Bank plc and Barclays Bank PLC (the "Old Facility") which would have matured on 31 May 2024. At 31 December 2023, the Group had up to £47.0m (2022: £47.0m) of funds available under the Old Facility with £16.0m drawn (2022: £7.0m).

Each facility includes two financial covenants, which if either were to be breached would result in a default of the relevant facility agreement:

Old Facility

• Interest cover - EBIT for the previous 12 months must exceed 5 times the net finance charge (external debt interest, excluding IFRS16 finance lease interest payments) for the previous 12 months.
• Leverage - total indebtedness at the period end must not exceed 3.5 times EBITDA for the previous 12 months (adjusted for acquisitions and disposals). This reduced to 3.0 times from 31 March 2022, 2.5 times from 30 June 2022, and reduces to 2.0 times from 31 March 2023.

New Facility

• Interest cover - EBIT for the previous 12 months must exceed 5 times the net finance charge (external debt interest, excluding IFRS16 finance lease interest payments) for the previous 12 months.
• Leverage - total indebtedness at the period end must not exceed 2.75 times EBITDA for the previous 12 months (adjusted for acquisitions and disposals). This increases to 3.25 times for a six month period after an acquisition.

The Company has been compliant with the covenants in the Old Facility throughout the period. The actual calculation is based on Headline results, though with specific additional addbacks defined by the bank.

Total bank loans and borrowings used to calculate net cash are as follows, IFRS 16 Leases is excluded from the calculation of net cash in accordance with the Group's bank covenants:

* The borrowing used to calculate net cash.

Other non-current liabilities

*This relates to long term service leave in some locations, deferred contributions to pension schemes and long-term bonus plans. In addition, a termination indemnity plan in Italy of £524k (2022: £535k), this liability is for the 13th month salary accrual for all Italian employees to be paid to them when they leave the Company.

**The main items include a contractual make good liability in relation to the Australia office lease of £653k (2022: £690k).

Equity related liabilities

This disclosure note summarises information relating to all share schemes disclosed in Notes 14, 27 and 28 of the financial statements.

In the case of contingent consideration (Note 14 of the financial statements), IFRS 9 minority shareholder put option liabilities (Note 27 of the financial statements), and IFRS 2 put option schemes (Note 28 of the financial statements), the Group has a choice to pay in cash or equity. The Board made the decision during 2021 that put options would, from then on, be settled in cash, where the Group has cash resources to do so. In the case of the LTIP schemes, it is the Board's intention that an ESOP trust is set up to acquire the shares and fulfil these schemes using the acquired equity.

In the table below, potential cash payments are presented, based on the 2023 year-end share price of the Company of 160.0 pence and the estimated future business performance for each business unit. The payments are stated in the year at which the put option schemes first become exercisable. The forecasts are based on the Group's three-year plans, developed as part of the budget cycle, and assume all TSR targets are fulfilled, and that equity is bought by the ESOP Trust in the year of vesting at a Company share price of 160.0 pence. The table also shows the amount of these potential cash payments that has been recognised as a liability as at 31 December 2023, with the % of the related employment services not yet delivered to the Group at that date.

Total future expected liabilities as at 31 December 2023

*Share based payments (Note 28) charge liability to income statement over period of vesting i.e., as the employee fulfils their time obligation to earn the put option.

**LTIPs are accounted for as equity-settled, and thus do not create a balance sheet liability. The Total value of £7,068k relates to the LTIPs issued and outstanding at 31 December 2023.

Put option holders are not required to exercise their options at the first opportunity. Many do not and prefer to remain shareholders in the subsidiary companies they manage. As a result, some put option holders may not exercise their options on the dates estimated in the table above.

If the Group in the future decides to settle in equity, then the amount of equity that will be provided is equal to the liability divided by the share price.

Effect of a change in share price

The same data from the table above is presented in the table below, but in this analysis the potential payments are based on a range of different potential future share prices.

Potentially payable

Minority shareholder put option liabilities (IFRS 9)

Policy

See below but also basis of preparation note.

Some of the subsidiaries' local management have a put option arrangement in place. The put option arrangements give these employees a right to exchange their minority holdings in the subsidiary into shares in the Company or cash (at the Group's choice).

These schemes are considered as rewarding future business performance and, as they are not conditional on the holder being an employee of the business, they are accounted for in accordance with IFRS 9.

These instruments are recognised in full at the amortised cost of the underlying award on the date of inception, with both a liability on the balance sheet and a corresponding amount within the minority interest put option reserve being recognised. At each period end, the amortised cost of the put option liability is calculated in accordance with the put option agreement, to determine a best estimate of the future value of the expected award. Resultant movements in the fair value of these instruments are charged to the income statement within finance income/expense.

The put option liability will vary with both the Company's share price and the subsidiary's financial performance. Current liabilities are determined by the Company's year-end share price and the historical results of the companies where the option holders can exercise within the next twelve months. Non-current liabilities are determined by the Company's year-end share price and the projected results of the companies where the option holders cannot exercise their options within the next twelve months.

Upon exercise of an award by a holder, the liability is extinguished and the associated minority interest put option reserve is transferred to the non-controlling interest acquired reserve.

Analysis

IFRS 9 put options exercisable from year ended 31 December 2023:

It is the Group's option to fulfil these options in equity or cash and it is the Group's present intention to fulfil the options in cash (if available). However, if they are fulfilled in equity, the estimated number of the Company shares that will be issued to fulfil these options at 160.0p is 3,239,556 shares (2022: at 151.0p, 2,553,018 shares).

During the year a put option arrangement for a 10% shareholding of M&C Saatchi Merlin Limited was exercised by the put option holder, and the equity was acquired by the Group.

Share-based payments (IFRS 2)

Policy

See below but also Basis of Preparation note.

Local management in some of the Group's subsidiaries (who are minority interests of the Group) have the right to a put option over the equity they hold in the relevant subsidiary. Where this put option is dependent upon the holders' continued employment by the relevant subsidiary, or where the holder received the option as a result of employment with the relevant subsidiary, these options are accounted for under IFRS 2 as equity-settled share-based payments to employees or as cash-settled share-based payment schemes. These are redeemable, at the choice of the Group, either in shares of the Company or by means of a cash payment to the holder. Such schemes should be considered as rewards for future business performance, which are conditional on the holder being an employee of the business.

Equity-settled share-based payment schemes

Where an award is intended to be settled in equity, then the fair value of the award is calculated at the grant date of each scheme based on the present Company's share price and its relevant multiple. The fair value of the awards is calculated by means of a Monte Carlo model with inputs made in terms of the Company's share price at the date of grant, risk free rate, the historic volatility of the share price, the dividend yield and the time to vest. The Group estimates the shares that will ultimately vest, using assumptions over conditions, such as profitability of the subsidiary to which the awards relate. This value is recognised as an expense in the income statement over the shorter of the vesting period or the period of required employment on a straight-line basis, with a corresponding increase in reserves.

Upon exercise of the awards, the nominal value of the shares issued is credited to share capital with the balance to share premium.

Cash-settled share-based payment schemes

When an award is intended to be settled in cash, then a liability is recognised at inception of the award, based on the present Company's share price and its relevant multiple. This value is recognised as an expense in the income statement from the date of award to the date it is exercised, on a straight-line basis, with a corresponding increase in liabilities.

Conversion from equity-settled to cash-settled

Up to 21 September 2021, the Group accounted for these put options as equity-settled. From 21 September 2021, the Group accounted for these put options as cash-settled.

If a put option existed at 21 September 2021 and is still unvested and the Company's share price multiple (the market condition) at the inception of the option is higher than the current Company's share price multiple, then the difference is charged to the income statement.

The following table sets out a comparison between equity settlement and cash settlement of IFRS 2 put options:

Summary of schemes

The Group has the following share-based payment schemes:

• Put options - from 21 September 2021 these put options have been accounted for as cash settled.
• South African equity purchased with non-recourse loans - some of the South African subsidiaries have sold equity to staff with non-recourse loans that are repaid out of dividends and from the proceeds of selling the equity to other employees, with the entity that has issued the equity acting as an intermediary. The equity does not have any put rights, so there is no obligation to acquire the equity, however the South African entities lent Rand 16,082k (2022 Rand 14,009k) to acquire the liability (netted against the fair value of the award) is at risk.
• Cash awards - these are long term cash schemes that were historically treated as a share-based scheme. These awards were fulfilled in the year.
• 2021 LTIP awards - on 28 September 2021 and 21 December 2021, the Company awarded equity-settled LTIPs to senior executive managers. This scheme grants a future award of the Company's shares, dependent on the achievement of certain future performance conditions:

o Company's total shareholder return (TSR) versus the total shareholder return (TSR) of the FTSE Small Cap Index over the three years from December 2020 to December 2023 (70% of the award).

o Company's full year Headline PBT performance in 2023 versus target (30% of the award).

• 2022 LTIP awards - on 12 December 2022, the Company awarded equity-settled LTIPs to senior executive managers. This scheme grants a future award of the Company's shares, dependent on the achievement of certain future performance conditions:

o Company's total shareholder return (TSR) versus the total shareholder return (TSR) of the FTSE Small Cap Index over the three years from December 2021 to December 2024 (50% of the award).

o Company's full year Headline PAT performance per share in 2024 versus target (50% of the award).

• 2023 LTIP awards - on 2 August 2022, the Company awarded equity-settled LTIPs to senior executive managers. This scheme grants a future award of the Company's shares, dependent on the achievement of certain future performance conditions:

o Company's total shareholder return (TSR) versus the total shareholder return (TSR) of the FTSE Small Cap Index over the three years from December 2022 to December 2025 (50% of the award).

o Company's full year Headline PAT performance per share in 2025 versus target (50% of the award).

For the LTIPs, an Employee Benefit Trust (EBT) has been set up to acquire the shares to fulfil these schemes in equity; thus the schemes are accounted for as equity settled. The inputs to Monte Carlo models used to calculate the fair value of these share awards granted during the year are as follows:

*During 2023, the last remaining recipient of this reward left the Group's employment, and nothing will now vest under this scheme.

Income statement charge

Group

Cash-settled liability

Group

The movement in the liability by scheme is detailed below:

* Following a review of the Group's 2022 financial statements by the Financial Reporting Council's Corporate Reporting Review Team (CRRT), the Group has reclassified these settlements of cash liabilities in the cash flow statement as operating activities, instead of financing activities. The correction of this error resulted in the net cash from operating activities for 2022 reducing by £9,607k from £22,468 to £12,861k, with cash from financing activities increasing by the same amount. The FRC has confirmed that the matter is now closed. The Group recognises that the FRC's review was based on the Company's Annual Report and Accounts for the year ended 31 December 2022 and did not benefit from detailed knowledge of the Company's business or an understanding of the underlying transactions entered into. The FRC's role is not to verify the information provided but to consider compliance with reporting requirements. Therefore, given the scope and inherent limitations of their review, it would not be appropriate for the Company or any third party, including but not limited to investors and shareholders, to infer any assurance from the FRC's review that the Company's 2022 Annual Report and Accounts were correct in all material respects.

Company

The movement in the liability by scheme is detailed below:

Total £000

*In the case of M&C Saatchi Holdings Asia Pte Ltd (Indonesia) this entity was disposed during January 2024 and the £0.5m put option liability was extinguished.

At any point in time, the valuation of certain put option schemes may be in dispute with the put option holders who have challenged the valuation of the schemes. We believe we have taken a prudent position in assessing the liabilities, and therefore consider any adverse outturn to be unlikely. As at 31 December 2023, the maximum aggregate liability that is not accrued amounts to £1.2m (2022: £2.4m), which is approximately 10% of the put option liability.

LTIP

Shares issuable

During the year the Company also awarded LTIPs.

The table below shows the number of shares that the Company will issue at the Company's share price at 31 December 2023 of 160.0 pence (2021: 151.0 pence) assuming all awards under the LTIPs are held to their vesting date and fully vest.

The share-based payments calculation (Note 28 of the financial statements) uses the number of shares that could be issued at the first possible vesting date after the year-end. The EPS calculation (Note 1 of the financial statements) uses the average share price for the year, calculating the number of shares to be issued using its formula value had it been possible to exercise on the year-end date, and takes a deduction for any remaining uncharged share option charge at start of year and the share of profits that is allocatable to the equity during the year. Where the scheme has been issued for part of the year (and is not converted from an existing cash-based scheme) the shares are reduced by the proportion of the year that they are in issue. The EPS calculation is thus attempting to show the dilutive effect rather than the likely shares that will be issued and is income statement focused rather than the true future position.

Issued share capital (allotted, called up and fully paid)

Policy

Ordinary shares are classified as equity. Incremental costs attributable to the issuance of new shares are shown in equity as a deduction from proceeds, net of tax.

Where the Company reacquires its own equity instruments (treasury shares), the consideration paid is deducted from equity attributable to the Company's shareholders and recognised within the treasury reserve.

Analysis

1p ordinary shares

The Company holds 485,970 (2022: 485,970) of its own shares in treasury.

Fair value measurement

Policy

See also basis of preparation note.

Some of the Group's financial assets and liabilities, in addition to certain non-financial assets and liabilities, are held at fair value.

The fair value of an asset or liability is the price that would be received from selling the asset or paid to transfer a liability in an orderly transaction between market participants at the balance sheet date.

Both financial and non-financial assets and liabilities measured at fair value in the balance sheet are grouped into three levels of a fair value hierarchy. The three levels are defined based on the observability of significant inputs to the measurement, as follows:

• Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
• Level 3: unobservable inputs for the asset or liability.

The Group holds both assets and liabilities which are measured at fair value on a recurring basis and those which are measured at fair value on a non-recurring basis. Items measured at fair value on a non-recurring basis typically relate to non-financial assets arising as a result of business combinations as accounted for under the acquisition method. In this regard, during the year, the Group did not recognise additions to intangible assets (brand names and customer lists) (2022: £200k).

In addition, the Group also calculates the fair value of certain non-financial assets when there is the need to conduct an impairment review. These calculations also fall within Level 3 of the IFRS 13 hierarchy and, where applicable, are described in Note 15 of the financial statements.

Assets and liabilities measured at fair value on a recurring basis.

The following table shows the levels within the hierarchy of assets and liabilities measured at fair value on a recurring basis at 31 December 2023 and 31 December 2022:

The level at which the financial asset or liability is classified is determined based on the lowest level of significant input to the fair value measurement.

The movements in the fair value of the level 3 recurring financial assets and liabilities are shown as follows:

Valuation and sensitivity to valuation

The Group's Finance Team performs valuations of financial items for financial reporting purposes, including Level 3 fair values. Where appropriate such valuations are performed in consultation with third-party valuation specialists for complex calculations.

The equity instruments at FVTPL relate to unlisted equity investments as detailed in Note 20 of the financial statements. Management bases its primary assessment of their fair values on the share price from the last funding round but also incorporates discounts depending on performance, long-term inactivity, more senior shareholdings held by other investors and the possibility of future dilution due to the presence of convertible loan notes. Fluctuations in the share price would change the fair value of the investments recognised at year-end as follows, assuming a 10% uplift or downwards movement in the price:

In addition, management considers there to be a risk that the most recent purchase prices are sensitive to a decision to sell the investments to an unwilling market. If such a market existed, then discounting the investments to reflect such risk could impact the value as shown below:

* If these illiquid securities were to be sold, then such a sale is expected to yield between a 10% and 50% discount, so sensitivity based on 30%.

** Risk that if the cash supply dries up, some of the investments with future growth prospects will run out of cash requiring a fire sale, reflected by additional risk discount of 12%.

Financial risk management

Principal financial instruments

The principal financial instruments held by the Group, from which financial instrument risk arises, include contract assets, trade and other receivables, cash and cash equivalents, contract liabilities, trade and other payables, loans and borrowings, minority interest put options accounted under IFRS 9 as liabilities and equity instruments representing long-term investments in non-listed entities.

The Group does not typically use derivative financial instruments to hedge its exposure to foreign exchange or interest rate risks arising from operational, financing and investment activities.

Financial assets

31.1 - General objective, policies and processes

The Board has overall responsibility for the determination of the Group's and Company's risk management objectives and policies. Whilst retaining ultimate responsibility for them, the Board has delegated the authority for designing and operating processes that ensure the effective implementation of the objectives and policies to the Group's senior management of each core business unit.

The overall objective of the Board is to set policies that seek to reduce risk as far as possible without unduly affecting the Group's competitiveness and flexibility of the global businesses of which it is comprised. Further details regarding these policies are set out below.

31.2 - Market risk

Market risk arises from the Group's use of interest-bearing financial instruments and foreign currency cash holdings. It is the risk that the fair value of future cash flows on its debt finance and cash investments will fluctuate because of changes in interest rates (interest rate risk), foreign exchange rates (currency risk) and other price risk such as equity price risk and share price risk. Financial instruments affected by market risk include loans and borrowings, deposits, debt, equity investments and minority interest (MI) put options.

Exposure to market risk arises in the normal course of the Group's business.

31.3 - Foreign exchange risk

Foreign exchange risk arises from transactions and recognised assets and liabilities and net investments in foreign operations. The Group's general operating policy historically has been to conduct business in the currency of the local area in which businesses of the Group are geographically located, thereby naturally hedging the consideration resulting from client work. Businesses of the Group maintain bank accounts in the currency of these transactions solely for working capital purposes. As the Group has grown, there has been an increase in services rendered being exported from the UK businesses to clients who transact in non-GBP currencies. The transactional risk arising from such exports is mitigated in terms of the structuring of the billing arrangements and agreement to regular invoices being remitted and promptly paid (<30 days).

The Group is exposed to movements in foreign currency exchange rates in respect of the translation of net assets and income statements of foreign subsidiaries and equity accounted investments. The Group does not hedge the translation effect of exchange rate movements on the income statements or balance sheets of foreign subsidiaries and equity accounted investments, as it regards these as long-term investments.

The estimated impact on foreign exchange gains and losses of a +/-10% movement in the exchange rate of the Group's significant currencies is as follows:

The year-end and average exchange rates to GBP for the significant currencies are as follows:

The Group assumes that currencies will either be freely convertible, or the currency can be used in the local market to pay for goods and services, which the Group can sell to clients in a freely convertible currency. Within the 2023 year-end cash balances the Group holds £323k in Indian rupees; £605k in Libyan dinars; and £3,401k in South African rand.

31.4 - Interest rate risk

The Group is exposed to interest rate risk because it holds a banking facility of up to £47m and a net overdraft facility of up to £2.5m, both based on floating interest risks. The Group does not consider this risk to be significant.

The sensitivity analysis below has been determined based on the exposure to interest rates for financial instruments held at the balance sheet date. The analysis is prepared assuming the amount of borrowings outstanding at the balance sheet date was outstanding for the whole year. A 50-basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents management's assessment of the reasonably possible changes in interest rates.

If interest rates had been 50 basis points higher/lower and all other variables were held constant, the Group's profit before tax for the year ended 31 December 2023 would (decrease)/increase by £(113)k / £113k (2022: £(35)k / £35k). This is principally attributable to the Group's exposure to interest rates on its floating rate loan.

31.5 - Liquidity risk

Liquidity risk arises from the Group's management of working capital and the finance charges and, when appropriate, principal repayments on its debt instruments. It is the risk that the Group will encounter difficulty in meeting its financial obligations as and when they fall due. The Group's debt instruments carry interest at SONIA + 3.0%. This will change in 2024 under the new revolving facility to a margin grid based on the Company's leverage.

The Group's policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when they come due. To achieve this aim, the Group has a planning and budgeting process in place to determine the funds required to meet its normal operating requirements on an ongoing basis. The Group and Company ensures that there are sufficient funds to meet their short-term business requirements, taking into account their anticipated cash flows from operations, its holdings of cash and cash equivalent and proposed strategic investments.

The Board receives current year cash flow projections on a monthly basis as well as information regarding cash balances. At the end of the financial year, these projections indicated that the Group had sufficient liquid resources to meet its obligations under all reasonably expected circumstances. The Group breached no banking covenants during the year.

The following table sets out the contractual maturities (representing undiscounted contractual cash flows) of financial liabilities, all of which are held at amortised cost:

Group

* Excludes taxes as these are not considered financial instruments and contract liabilities as these are not financial liabilities

* Excludes taxes as these are not considered financial instruments and contract liabilities as these are not financial liabilities

Company

31.6 - Credit risk

The Group monitors credit risk at both a local and Group level. Credit terms are set and monitored at a local level according to local business practices and commercial trading conditions. The age of debt and the levels of accrued and deferred income are reported regularly. Age profiling is monitored, both at local customer level and at consolidated entity level. There is only local exposure to debt from significant global clients. The Group continues to review its debt exposure to foreign currency movements and will review efficient strategies to mitigate risk as the Group's overseas debt increases.

Management determines concentrations of credit risk by reviewing amounts due from customers monthly. The only significant concentrations of credit risk which are accepted are with multinational blue chip (or their equivalent) organisations, where credit risk is not considered an issue and the risk of default is considered low.

Impairment

The Group has one principal class of assets in scope for expected credit loss test, trade receivables. Contract assets are also included in the review, but the impairment in relation to these assets is not material.

The expected loss rates for each business are based on the payment profiles of sales at least over a period of 24 months before 31 December 2023 or 31 December 2022 respectively, and the corresponding historical credit losses experienced within this period. The historical loss rates are adjusted to reflect current and forward-looking information on macro-economic factors affecting the ability of the customers to settle the receivables.

The expected credit loss allowance as at 31 December 2023 and 31 December 2022 was determined as follows for trade receivables under IFRS 15.

Trade receivables

Under IFRS 9 "Financial Instruments", the expected credit loss is the difference between the asset's gross carrying amount and the present value of the estimated future cash flows discounted at the asset's original effective interest rate.

Contract assets relate to work-in-progress, and as the Group has no experience of material write-offs in relation to these financial assets, no expected credit loss allowance is recognised.

31.7 - Share price risk

The Group has used put option awards to incentivise certain local key management. The value of these awards is in part dependent upon the Company's share price.

31.8 - Equity price risk

The Group's non-listed equity investments are susceptible to market price risk arising from uncertainties about future values of the investment securities. The Group manages equity price risk through diversification and by placing limits on individual and total equity investment securities. Reports on the equity portfolio are submitted to the Group's senior management on a regular basis. The Board reviews and approves all equity investment decisions. The basis of the fair value calculations and the sensitivity of these calculations to the key inputs are detailed in Note 30 of the financial statements.

31.9 - Capital management

The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while maximising the return to shareholders through the optimisation of the debt and equity balance. Strong financial capital management is an integral element of the Directors' strategy to achieve the Group's stated objectives. The Directors review financial capital reports on a regular basis and the Group finance function does so on a daily basis ensuring that the Group has adequate liquidity. The Directors' consideration of going concern is detailed in the Directors' Report.

The capital structure of the Group consists of debt, which includes the borrowings disclosed in Note 24 of the financial statements, cash and cash equivalents as disclosed in the cash flow statement and equity attributable to equity holders of the parent as disclosed in the statement of changes in equity.

Group companies

Key

* This subsidiary company is exempt from the requirements relating to the audit of individual accounts for the year ended 31 December 2023 by virtue of Section 479A of the Companies Act 2006. M&C Saatchi plc (the Company) will guarantee the debts and liabilities of the subsidiary company in accordance with Section 479C of the Companies Act 2006.

** Entities where all equity is directly held by the Company, all other subsidiary companies' equity is either in part or wholly held via subsidiaries of the Company.

*** Subsidiaries of subsidiaries with minorities at multiple levels in which we have control.

Associate Entities

Entities in which the Group holds less than 50% of the share capital and which are accounted for as Associates (Note 16). All subsidiary companies which the Group controls in line with the requirements of IFRS 10 have been included in the consolidated financial statements.

Related party transactions

Key management remuneration

Key management remuneration is disclosed in Note 5 of the financial statements.

Details on Directors' remuneration is disclosed in the Directors' Remuneration Report.

Other related parties

During the year, the Group made purchases of £312k (2022: £84k) from its associates. At 31 December 2023, £45k was due to associates in respect of these transactions (2022: £31k).

During the year, £496k (2022: £127k) of fees were charged by Group companies to associates. At 31 December 2023, associates owed Group companies £271k (2021: £38k).

Commitments

Capital commitments

At the year-end, the Group did not have committed costs (2022: £56k) to acquire property plant and equipment.

Other commitments

The Group signed a lease agreement for a new office space in New York in August 2023. Due to extensive renovation work, we did not move into that office until January 2024. We recognised the right-of-use asset and the lease liability of £3.8m in the consolidated balance sheet in January 2024.

Other than the normal contractual commitments to staff and the commitment to complete profitable projects for clients, the Group does not have any other material commitments which are not reflected on the balance sheet.

Post-balance sheet events

As part of our simplification strategy, the Group continued to close down small entities including each of Influence Communications Limited, M&C Saatchi PR International Limited, M&C Saatchi WMH Limited and M&C Saatchi Shop Limited.

The Group sold its shares in PT MCS Saatchi Indonesia to the founder for a consideration of £500k on 16 January 2024.

On 28 March 2024, the Group disposed of its 10% shareholding in Australie SAS (France) which it acquired in March 2021, its 49% shareholding in Cometis SARL and its 25% shareholding in M&C Saatchi Little Stories SAS for consideration of €1m.

On 9 April 2024, the Group entered into an agreement to divest of its shareholdings in the Group's subsidiaries forming the South Africa Group, being each of M&C Saatchi Abel (Pty) Limited, M&C Saatchi Connect (Pty) Limited, Dalmatian Communications (Pty) Limited, Levergy Marketing Agency (Pty) Limited, Razor Media (Pty) Limited and Black & White Customer Strategy (Pty) Limited for consideration of £5.6m.

On 7 March 2024, the Company entered into a new revolving multicurrency facility agreement with National Westminster Bank plc, HSBC UK Bank plc and Barclays Bank PLC for up to £50m, with a further £50m extension if required for strategic acquisitions.

The Board is recommending the payment of a final dividend of 1.6pence per share.

The Company announced the appointment of Zaid Al-Qassab as the Company's new Chief Executive Officer. Zaid will be taking up his role in May 2024.

The Directors are not aware of any other events since the end of the financial year that have had, or may have, a significant impact on the Group's operations, the results of those operations, or the state of affairs of the Group in future years.

Other accounting policies

Reserves

Equity comprises the following:

Share capital

Represents the nominal value of equity shares in issue.

Share premium

Represents the excess over nominal value of the fair value of consideration received for equity shares, net of issuance costs.

Other reserves

Merger reserve

Represents the premium paid for shares above the nominal value of share capital, caused by the acquisition of more than 90% of a subsidiaries' shares. The merger reserve is released to retained earnings when there is a disposal, impairment charge or amortisation charge posted in respect of the investment that created it.

Treasury reserve

Represents the amount paid to acquire the Company's own shares for future use.

Minority interest put option reserve

Represents the initial fair value of the IFRS 9 put option liabilities at creation. When the put option is exercised, the related amount in this reserve is taken to the non-controlling interest acquired reserve.

Non-controlling interest acquired reserve

From 1 January 2010, a non-controlling interest acquired reserve has been used when the Group acquires an increased stake in a subsidiary. It represents either a) the minority interest put option reserve transferred less the book value of the minority interest acquired (where the acquisition is due to an IFRS 9 put option), or b) the consideration paid less the book value of the minority interest acquired. If the equity stake in the subsidiary is subsequently sold, impaired or disposed of, then the related balance from this reserve will be transferred to retained earnings.

Foreign exchange reserve

For overseas operations, income statement results are translated at the annual average rate of exchange and balance sheets are translated at the closing rate of exchange. The annual average rate of exchange approximates to the rate on the date that the transactions occurred. Exchange differences arising from the translation of foreign subsidiaries are taken to this reserve. Such translation differences will be recognised as income or expense in the period in which the operation is disposed of.

Retained earnings

Represents the cumulative gains and losses recognised in the income statement.

New and revised standards issued but not yet effective

In the current year, the following Standards and Interpretations became effective:

IFRS 17 and Amendments to IFRS 17 - Insurance Contracts: Changes to international insurance accounting.

Amendments to IAS 1 and IFRS Practice Statement 2 - Disclosure of Accounting Policies: Application of Materiality.

Amendments to IAS 8 - Definition of Accounting Estimates: Distinguish between accounting policies and estimates.

Amendments to IAS 12 - Deferred Tax related to Assets and Liabilities arising from a Single Transaction: Recognising deferred tax on leases.

The above amendments do not have a material difference on the Group's accounts.