Professional Documents
Culture Documents
changers
We differentiate ourselves
in three core areas:
We are seen as modern, innovative, fun Our investments in data and automation For more on People go to page 8
and with high standards of customer care are rapidly improving our personalisation
and trust. We live these values, and these and efficiency, delivering products and
are critical to our success. offers that customers want, when they
want them, on their preferred device.
For more on Brand and marketing go
to page 4 For more on Technology go to page 6
2 Sky Betting & Gaming
Annual Report 2017
2010
2011
2012
2013
2014
2015
2016
2017
Football, and Fantasy Six-A-Side.
<2012 2013 2014
Blue Red 2015 2016 2017
Pantone 280 EC Pantone 1795 EC
Technology
A global leader in regulated online gambling
>160
new games
99.9%
system availability
500 350
peak log-ins
per second
peak bets
per second
People
Our people and operations
1,200
people
2.6m
customers
7
locations (Leeds, Sheffield, London,
Birmingham, Rome, Munich, Malta)
Sky Betting & Gaming 3
Annual Report 2017
2015 £248m
2016 £374m +51%
2017 £516m +38%
EBITDA
2015 £80m
2016 £105m +32%
2017 £146m +38%
ARPU
2015 £167
2016 £191 +15%
2017 £201 +5%
Sportsbook stakes
2015 £1.5bn
2016 £2.4bn +67%
2017 £3.4bn +40%
4 Sky Betting & Gaming
Annual Report 2017
As an independent company, awareness has increased by 32% for Sky Technology and product
we have maintained our strong Vegas and 14% for Sky Bet during the year collaborations
relationship with Sky, and we continue to
benefit from our Sky branding. We share
(GfK), and this has contributed to us
increasing our lead as the number one
• Joint development of Sky Sports
digital experiences with integrated
core values and a track record of betting brand in the UK (Kantar), with betting content
technological innovation, quality,
creativity and building a brand and
operation where trust, responsibility and
32% of monthly online gamblers in the
UK now using SBG brands. • Close collaboration on the
development and promotion of three
Collaboration with Sky free to play games: Super 6, Fantasy
customer care are critical to the business.
In addition to shared values and history, Six-A-Side and Fantasy Football
Strength of Sky’s brand
Sky is Europe’s leading entertainment
we work closely with Sky in a commercial
capacity. We operate a number of free to
• Horse racing and football content
sharing between Sky Sports
and communications business, with play games for Sky, including the industry and Sportinglife
12.7 million customers in the UK and stand-out Soccer Saturday Super 6,
Ireland, 5.0 million in Germany and where players predict the scorelines of six Obsessive quality and consistency
Austria and 4.8 million in Italy. SBG holds popular football matches, for the chance As we continue to build SBG’s brands as
a long-term and exclusive licence to to win up to a £1m jackpot. This product distinct from Sky itself, we are obsessive
operate betting and gaming offers using provides engaging and entertaining about the quality and consistency of our
the Sky brand, allowing us to benefit content for Sky Sports during the Soccer brand and marketing campaigns.
from Sky’s brand awareness, and Saturday show, with Jeff Stelling happily
capitalising on our shared values. giving away thousands of pounds to
customers. Sky Bet then takes advertising
Growing strength of Sky Betting & space within Super 6, providing us with a
Gaming brands source of new customers who are engaged
We operate five principal brands (Sky Bet, with football, as well as boosting
Sky Vegas, Sky Casino, Sky Bingo and Sky retention of our existing customers.
Poker), and our investment in marketing,
product and content has driven rising
brand awareness. Unprompted brand
Sky Betting & Gaming 5
Annual Report 2017
competitive
sports apps in the iOS store had in-built maintaining our focus here is critical.
betting capability with a single Sky Bet We have a 24/7 security operations team
wallet. Just after the year end, Google on-site, with sophisticated pre-emptive
advantage
modified its rules in relation to gambling investments to do everything possible
content, allowing gambling apps for the to ward off attacks.
first time. We rolled out all five branded
apps on the first day, further cementing Stability
SBG is a technology our mobile leadership in the UK. Our customers expect a quick and
simple product, but most importantly
business, with nearly Flexibility and speed to market they expect a product that works. Our
500 people across our is key to provide customers the quality of unplanned downtime was 0.1%, which
development teams. product and innovation that they expect.
We own and control the majority of the
improved again from 0.22% in FY16,
despite the significant increase in load.
With over 100 updates front-end technology that powers our
rolled out every week, business, and our lean and agile culture Payments
gives us the ability to iterate and improve One of the things customers value most is
we operate a rapid and this on a daily (and even minute by the ability to get money in and out of their
lean technology strategy, minute) basis. accounts quickly and easily. We processed
over £2bn in deposits in FY17, with ongoing
built on agile techniques. Scalability and capability improvements in speed and ease of use,
Our customer base has nearly doubled in including being the first gambling operator
the last three years, which together with globally to integrate Apple Pay.
growth in the range of markets means
our load factors have tripled. Peak bets
per second reached over 350 during the
Grand National. Log-ins on a typical
Saturday afternoon reach ~500 per
second as customers check-in to see
the match results and whether their
accumulator has landed.
3x
Mobile log-ins increased more
than 3x over FY15-FY17
2014-15 2015-16 2016-17
July August September October November December January February March April May June
Sky Betting & Gaming 7
Annual Report 2017
Sportsbook Gaming
(Openbet) (Openbet, Playtech)
Data
Platform
Account/Wallet
Pricing (Openbet + in-house front end,
payments, regulatory)
IP owner
In-house Third party
People:
The SBG Way
Our people are at the No. of employees Employee Net Promoter
heart of what we do
and we have built a unique and powerful Score
culture, with lean and agile principles at
the core of how we operate. We aim to
make SBG the UK’s best digital business.
37
1253
We are proud of our track record of job
35
34
1150
creation and development in Yorkshire,
1071
creating a work environment with no
boundaries, where people can grow,
be challenged, be well rewarded and
25
develop innovative, creative and
770
14
We don’t have teams,
433
365
Sep-15
Sep-16
Apr-17
Jul-15
Jan-15
Jun-17
Jan-16
Jul-14
Jan-14
Jul-16
Jan-17
New office
Designed by our people, for our
people. We invested £3m opening
a new office in Leeds, providing a
modern and fun workspace to
maximise creativity.
Our demographic
25%
At SBG, we are driven by a clear experience and a passion for making
ambition to make betting and gaming products effortless to enjoy. We always
better. We do it in the SBG Way. act with integrity and ensure that
Our Core Ways describe our own teamwork, collaboration and trust are
unique way of working. They are the at the heart of SBG. Colleagues are not
Line managers
behaviours that enable us to create restricted by job descriptions; they get
76%
brilliant customer experiences, and involved to get the best results for
deliver the very best results in our both the Company and our customers.
careers and for our business. We encourage an agile approach
to embracing change and driving
Our role is to push the boundaries innovation, while always refusing
Generation Y millennials to settle for second best.
every day, seek continuous
82%
Male
“At the heart of our culture is a flat structure, an
entrepreneurial spirit and the sense that everyone is
valued. This creates a fun and empowering place to
18%
work, and allows us to learn fast, and keep getting
better quickly.”
Rob Painter, Director of People and Brand
Female
£516m £146m
Revenue EBITDA
+38% +38%
Growth Growth
Sky Betting & Gaming 11
Annual Report 2017
Delivering responsibly
for our stakeholders
Our business is committed to
innovation and excellence in
order to create value for all
of our stakeholders
Inputs
Commitment to:
Better Better
Better Better Better
customer customer
technology people brands
experience protection
We are customer We operate in Delivering industry We are committed to Our brand promise is to
obsessed, and regulated markets, and leading experiences at providing a positive make betting and
understand what our have close relationships scale is only possible working environment gaming better, and we
customers want and with our regulators. due to our scalable and that fosters creativity continue to invest in
when they want it. We Providing a safe gaming high quality technology. and entrepreneurialism, our brand through TV,
offer exciting and environment is key to We are constantly offering our people social media and
innovative products in a protecting our exploring ways to make opportunities to grow targeted digital
safe and responsible customers from any our infrastructure more and develop their delivery. We delivered
environment, to gambling harm. We use robust, to protect careers. We continue record customer
enhance the enjoyment sophisticated risk customer data, guard to expand our bases in sign-ups in a crowded
of sport or provide models to look for signs against cyber attacks Leeds and Sheffield, market place, as our
entertaining gaming of risky behaviour, and and be able to respond and are committed focus on quality and
experiences. actively promote our quickly to changing to investment in the consistency continues
full suite of player tastes, preferences and UK through our to deliver results.
protection tools. We regulations. graduate scheme and
have an open and ongoing training.
ongoing dialogue with
regulators, politicians
and anti-gambling
groups to continuously
improve our practices.
200
new employees,
Record active
customers, with 38%
growth in revenue,
£450k
donated to various
Investment
in graduate £153m
total tax
our brands academy and
with the majority in with stable profit charities, including contribution in the
becoming the clear ongoing people
Yorkshire as we margins. gambling harm year, equating to
number one most development,
invest in the heart charities. 30% of our revenue
used UK online contributing nearly
of the Northern betting and one fifth of the to national
Powerhouse. gaming brands. digital economy and regional
in Leeds. government.
12 Sky Betting & Gaming
Annual Report 2017
Community
Doing the Right Thing extends well
beyond our efforts to protect our
customers. We also look to do the
right thing in the wider community,
with a strong focus on charitable and
community based activities. During
the year we donated £450k to a variety
of charities including Give a Duck and
New Beginnings.
Give a Duck
Give A Duck provides play therapy,
education and support to children
facing cancer treatment. We are proud
of our partnership with this small
Leeds-based charity, raising much
needed funds and giving it the chance
to spread its wings. As well as major
fundraising events such as our Ball,
we encourage our employees to volunteer
and contribute to this great cause.
New Beginnings
Our staff and customers love
racehorses, and we think it is important
“Identifying and to demonstrate this through our
preventing problem commitment to New Beginnings,
a charitable organisation in York where
gambling is our top former racehorses are rehabilitated
priority; we are striving and re-homed. We believe everyone
to minimise problem deserves a second chance!
Fastest growth rate in the UK, CY2016 Long track record of the revenue growth
2015-2017
44% CAGR
53%
2005-2015
22% CAGR
FY 2016 9.4%
FY 2017 11.3%
Source: Regulus Partners
16 Sky Betting & Gaming
Annual Report 2017
350 10k
FY2017 was another record
year for Bet. Our market
leading offers, efficient
marketing and strong brand Peak bets per second Streaming 10,000 more
helped to deliver nearly 30% tennis matches
growth in active customers.
Our customer obsession, rapid and reaching the top three most popular Sportinglife
frequent product improvement, broader apps in the Sports category. We also Established in 1859, the “Life” became the
range of markets and leading technology further developed our plans to launch in paper of record for the horse racing and
drove higher engagement from our Germany, with the Sky free to play game betting fraternity. Now an online only media
customers, with ARPU growth of nearly 6erPack quickly gaining a strong following. site, it is the leading source of content for
20%. This delivered overall revenue news, results, cards, fixtures and tips.
growth of 46% to £314m (£241m). Oddschecker
Oddschecker delivered another strong The sporting year
Scale and growth year, providing its customers with easy We enjoyed (or endured) some volatile
During the period, we cemented our access to tips, form and the best odds results during 2017, but our sophisticated
position as the UK’s leading online betting in the market. Oddschecker delivered risk management, pricing and trading
brand, with over one in three regular double-digit revenue growth in the year, means that overall the year was in line
online bettors using our brand (Kantar). and expanded its international presence with our expectations. Boxing Day 2016
This strong customer growth is testament in Australia, Spain, Italy and Germany. saw record losses as 15 of the top 17 best
to the quality of our product, the value backed teams won, and our customers
and promotions that we offer customers, enjoyed another bonanza just nine weeks
the speed and ease of use of our later as Manchester United lifted the EFL
products, and our focus on the customer Product innovation cup followed by a night of favourites
and customer care. Over 90% of our winning in Europe.
revenue during the year came from mobile
devices, and we continue to lead the REQUESTABETTM
market with the ease of use of our apps. “We delivered another
RequestABet pioneered the
Innovation complex customer-built accumulator
great year, with
Innovation, agility and customer obsession market, and during FY17 we further innovative products,
are key to our approach, and this year was
no different, with a stream of exciting and
improved this, rolling out an in-app great marketing
RequestABet builder, as well as
engaging products for our customers. adding simple filters to find campaigns and offers,
As a brand we are closely tied into football,
and during the year we renewed our
attractive bets. and excellent platform
headline sponsorship of the English Crowd Boosted Accumulators stability combining to
Football League. Our enhanced cash out,
popular RequestABets and improved score
We launched the Crowd Boosted create strong growth
Accumulator, fusing value and
centres all drove higher engagement in customer engagement, giving
in customers
football this year. Horse racing led the customers better and better and higher
charge, with strong offers like our First
Race Specials gaining traction with
odds the more people that back
the selection.
engagement
traditional horse racing punters. The rapid from our
development of our data capability is
helping to understand what really matters
Event Notifications customers.“
We brought customers closer to
to our customers, giving us the ability the action this year with In-Play Ted Moss,
to provide personalised offers and notifications allowing iOS app users to Managing Director,
promotions, and ensure Sky Bet delivers opt in to get updates on any match
all their betting needs. Sky Bet
they’re interested in regardless of
whether they’ve bet on it or not.
International Customers love the ability to track live
During the year we launched our first scores, giving our customers real value,
international sportsbook in Italy with even when they are not having a bet.
skybet.it, quickly seeing the iOS app
Sky Betting & Gaming 17
Annual Report 2017
27% 4
Revenue growth Leading brands
Gaming year
review
We enjoyed a successful responsible gaming environment. During
FY2017 in Gaming, with
the year, we launched 130 new games, Promotions in action
with 60% of game launches on Sky Vegas
ongoing product being exclusive. The quality of products Prize Machine: Our in-house
and exclusive games is important to us Prize Machine gives users a free
improvement, engaging to deliver the best experience for our spin every day, with the chance to
promotions and exclusive customers, and to differentiate ourselves win free spins, cash, scratchcards,
in a crowded market. and other prizes.
content being the primary
drivers of our success. Technology enabling product innovation Celebrity Juice: We sponsored the
We continue to invest in our data ITV2 show Celebrity Juice, integrating
We operate four distinct gaming brands, platform and services as we develop our the host Keith Lemon into all aspects
and during the year we successfully promotional capability. During the year of the campaign, including a branded
relaunched our Sky Casino and Sky Bingo we made good progress as we started to scratchcard and giving creative
propositions, delivering strong results deliver the initial phases of our in-house control to Mr Lemon.
with customer growth of 14% and 29% real-time promotional platform. The first
respectively. Sky Poker outperformed a example was a personalised bonus to
challenging poker market, while Sky Vegas, customers after a run of bad luck, and
Sky Casino and Sky Bingo all delivered was delivered in real time via our in-game
Core Gaming
strong double digit growth. Overall we notification delivered within two seconds.
delivered 27% revenue growth to £202m Our proprietary content-house, Core
We are confident that investing in our Gaming, delivered a strong year,
(2016: £160m). technology platform will enable us to rolling out 26 games, with some
innovate and build experiences which will permanent fixtures in the top-10
Customer focus ensure we reduce churn and win greater
Our mission is to Make Gaming Better most popular games on Sky Vegas.
share of wallet.
for our customers, and we do this by
leveraging Sky’s entertainment heritage We care about our customers
and brand to deliver a market-leading The same real-time technology is used
suite of gaming products. We extended to protect our customers, with customers
our position as the leading UK online who are predicted as being at risk of
gaming brand (Kantar), with 22% of all UK problem gambling excluded from these type
monthly customers engaging with our of promotions. We then use programmatic
brands. During the year we repositioned marketing to direct responsible gambling “Our investment in
Sky Casino, differentiating it from Sky
Vegas with a high-performance casino
messages to these at-risk customers. technology, exclusive
focused on speed, ease, quality and content, and our market
simple design, positioned for the
‘Man of Action’. We also relaunched Sky leading offers has
Bingo with a brand proposition focused allowed us to create
on “Making the Everyday Exciting”. Over
70% of our revenue during the year came
innovative experiences
from mobile devices, and we continue to Long track record of success: GGR £m which appeal to the
invest heavily in user experience and recreational gaming
personalisation as we deliver leading
experiences across our apps. player. Delivering these
has helped
Games content
In 2016 we acquired Core Gaming and to deliver
we are making significant headway in another
developing an extensive games portfolio,
which helps to drive differentiation as
good year.“
well as reducing our direct costs. Our Conor Grant,
content strategy is based upon two key
Managing Director,
tenets: developing “in-house exclusive”
games and creating long-term value Sky Gaming
based relationships with a number of
leading games suppliers in the industry.
Our customers want exciting games
2011
2008
2009
2010
2012
2013
2014
2015
2016
2017
Financial review
Revenue
For the year ended 30 June 2017, Group revenues increased by
38% to £516m (2016: £374m). The main driver of growth was an
increase in active customers of 31% to 2.6m, with an ongoing
improvement in retention, engagement and broader product
range driving an ARPU increase of 5%.
FY16 FY17 % change
£’m £’m
We delivered a strong year, with revenue TOTAL REVENUE 373.6 515.8 38%
Our biggest single cost item is marketing, and this cost increased
45% in the year to £126.4m (2016: £86.9m). Together with
product development, marketing is a key investment to drive
growth in our business. We have a rigorous RoI based approach
to marketing costs, investing in customer retention, acquisition
and brand awareness. Other costs increased 35%, reflecting
our ongoing investment in people, as well as our international
expansion with the launch of Skybet.it during the year. Investing
in technology is a core part of our strategy to future proof
the business. In addition to a 26% increase in development
expenses, we continued to increase our capital expenditure.
* Does not reconcile with statutory accounts due to treatment of subsidies and
international marketing costs
Sky Betting & Gaming 19
Annual Report 2017
Risk management
During the year we made further The Audit Committee takes responsibility
improvements to our risk management for overseeing the effectiveness of
procedures, allowing the business to sound risk management and internal
identify and respond to emerging risks, control systems. SBG continues to utilise
as well as monitor, manage and mitigate the ‘Corporate Risk Mitigation Strategy’
risks which may affect the achievement to provide the Board and Audit
of our plans. Departmental risk registers Committee with ongoing visibility
identify risks on a ‘bottom up’ basis, and of our key risks and mitigations.
The Board takes overall responsibility for
risk management.
Issues encountered with third party suppliers have the Strong commercial relationships with key suppliers.
potential to have a direct impact on the customer experience.
Robust on-boarding processes to ensure that the business
engages with appropriate suppliers.
Business resiliency
Financial management
Governance
Board of Directors
1 2 3
4 5 6
1 Paul Roy
Independent Chairman
Paul Roy has over 40 years’ experience
3 Ian Proctor
CFO and Executive Director
Ian Proctor was appointed CFO of SBG in
5 Nicholas Clarry
Non-Executive Director
Nick Clarry is a Partner of CVC Capital
in the banking, brokerage and asset 2008, before which he had held a series Partners, which he joined in 2003.
management industries. In 2003, he of senior finance roles at Sky, since Previously he had worked at Morgan
co-founded NewSmith Capital Partners joining them in 1993. Ian is a qualified Stanley and Goldman Sachs in the M&A
LLP, an investment management company Chartered Accountant and holds a BA in department, and at JP Morgan in asset
acquired by Man Group in 2015. Prior to this, business studies from Robert Gordon management. Nick sits on the board of
he was Co-President of the Global Markets University, Aberdeen. a number of CVC’s investee companies.
and Investment Banking division at Merrill He holds an MA from the University
Lynch & Co. From 2007 to 2013, he served
as Chairman of the British Horseracing 4 Nathaniel Le Roux
Independent Non-Executive Director
of Cambridge.
2 Richard Flint
CEO and Executive Director
Richard Flint has been with SBG for nearly
law from the University of Cambridge
and an MSc in Anthropology from
University College, London.
firm in New Zealand, where he practised
as an M&A lawyer. Carl is qualified as a
South African and New Zealand lawyer.
14 years, and has led the business for He holds a BA and LLB from the University
the last eight. Richard has over 18 years’ of Natal, Durban, and has an MBA from
experience in online businesses, starting Victoria University, New Zealand.
as a Channel Director at FT.com and then
as the Product Director of online start-up
flutter.com (merged with Betfair in 2001).
He has also worked as a consultant at
McKinsey & Company. Richard holds a
Master’s degree in engineering, economics
and management from Oxford University,
and a Master’s in public policy from
Harvard University.
Sky Betting & Gaming 23
Annual Report 2017
7 8
Other committees
SBG’s Parent Company, Cyan Blue
Topco Limited, has an Audit,
Risk and Ethics Committee and a
Remuneration Committee with
responsibilities for ensuring that
the Group continues to conduct
its business in accordance with
applicable United Kingdom
corporate governance standards.
9 10
Audit, Risk and Ethics
Committee
The members of the Audit, Risk
and Ethics Committee are Paul Roy
(as Chairman), Nathaniel Le Roux,
Nicholas Clarry, Andrew Griffith and Ian
Proctor. The Committee has an
established annual plan of work, and its
responsibilities include: the review of
7 Robin Hooper
Non-Executive Director
Robin (‘Pev’) Hooper is a Partner of CVC,
9 Andrew Griffith
Non-Executive Director
Andrew Griffith is Group Chief Operating
the annual financial statements; review
of the appropriateness of the Group’s
accounting principles and procedures;
having joined them in 2004. Previously, Officer and Chief Financial Officer of Sky
review of the effectiveness of the audit
Pev had worked for Citigroup and plc. He joined the Sky board in April 2008,
process and the relationship of the
Schroders in their M&A department. having held a number of senior financial
Group with its external auditors
He sits on the board of a number of roles with the company. Prior to Sky,
including the level and nature of
CVC’s investee companies. He holds Andrew worked in investment banking
non-audit services; review of the
an MA from Oxford University. with Rothschild. In March 2014, Andrew
effectiveness of the internal audit
was appointed Senior Independent
function; review of the effectiveness of
8 Robert Lucas
Non-Executive Director
Rob Lucas is a Managing Partner at CVC
Non-Executive Director of Just Eat plc.,
where he also holds positions as
Chairman of the Audit Committee and
the Group’s internal controls and risk
management processes; review and
oversight of compliance with gambling
Capital Partners, having spent nearly 10 member of the Remuneration and
licensing regimes; and review and
years with 3i before joining CVC in 1996. Nominations Committees and since
oversight of the Group’s ethical policies
Rob is a member of CVC’s European April 2017 has been serving as Interim
and procedures.
Investment Committee and sits on the Chairman. Andrew is a qualified Chartered
board of both CVC and a number of CVC’s Accountant and has a Bachelor of Law
investee companies. He graduated from degree from Nottingham University.
Imperial College, London. Remuneration
10 Stephen Van Rooyen
Non-Executive Director
Stephen Van Rooyen is Chief Executive
Committee
The members of the Remuneration
Officer, UK and Ireland of Sky plc. He was Committee are Paul Roy (as Chairman),
previously Director of Strategy at Virgin Pev Hooper, Stephen Van Rooyen and
Media and has also worked at News Richard Flint. The Committee has
International and Accenture in both responsibility for determining the
Australia and the UK. overall framework and policy for
remuneration of all Directors and
senior managers of the Group; and
appointment and dismissal of
Directors and senior managers.
24 Sky Betting & Gaming
Annual Report 2017
Directors’ report
For the year ended 30 June 2017
The Directors present their Directors’ Report on the affairs The Chief Executive Officer and other members of the executive
of the Group below. The business review, principal activities, and management team conducted a number of staff briefings
principal risks and uncertainties and KPIs have been disclosed throughout the year that keep our people fully informed and
in the Strategic Report, on pages 1 to 23. updated on business activities. The Group’s intranet and regular
email communication are used on a routine basis to keep
Directors employees informed about important business issues, the
A list of Directors who served during the year can be found on progress being made on key corporate programmes, and other
pages 22 and 23. changes affecting the Group, its employees and other stakeholders.
The Directors have reviewed the financial position of the Group, Disclosure of information to auditors
the forecasted cash flows and the availability of financing In accordance with the provisions of the Companies (Jersey)
facilities to the Group and they have formed a judgement at the Law 1991, each of the persons who are Directors of the Company
time of approving the financial statements that the Group will at the date of approval of this report confirms that:
have access to adequate resources to continue in operational
existence for the foreseeable future. In making this assessment
the Directors have considered the going concern status for a
• so far as the Director is aware, there is no relevant audit
information of which the Company’s auditor is unaware; and
period of at least 12 months from the date of signing the
financial statements and evaluated sensitivities to the Group’s
business plan.
• the Director has taken all the steps that he/she ought to
have taken as a Director to make himself/herself aware of
any relevant audit information and to establish that the
Company’s auditor is aware of that information.
The Group is in a net liabilities position as at 30 June 2017 due
to interest payable on shareholder and external funding. Under
Auditor
the terms of the shareholder agreement this interest accrues
Deloitte LLP has expressed their willingness to continue as
and is not payable until the loan redemption date of 18 March
auditor and a resolution to reappoint them will be proposed
2055. The external funding is not due for repayment until 2024.
at the forthcoming Annual General Meeting.
The Group generates strong cash flows and it is expected that
sufficient funds will be available for ongoing operations and By Order of the Board,
future developments. The Group has access to an undrawn
£35 million revolving credit facility which is due to expire on IDF Proctor
25 August 2023. 28 September 2017
Accordingly, the Directors continue to adopt the going concern
basis in preparing the financial statements.
Dividends
During the current year the Group paid a dividend of £nil Company Secretary
(year ended 2016: £nil). SJ Secretaries Limited
Employees Registered office
The Group continues to support equal opportunities in respect 1 Waverley Place
of recruitment, career progression and employee management Union Street
processes. Consideration is given to all applicants for St Helier
employment, irrespective of any protected characteristics as Jersey JE1 1SG
detailed in the Equality Act 2010. It is the policy of the Group to
treat disabled persons fairly by making reasonable adjustments Independent Auditor
to the workplace and business processes. Likewise, in the event Deloitte LLP
of a member of staff becoming disabled, every effort is made to 1 City Square
ensure that their employment within the Group can continue. Leeds
Support is also given to internal applicants in moving to new LS1 2AL
jobs in other parts of the organisation.
Sky Betting & Gaming 25
Annual Report 2017
Contents
Consolidated Statement of
Comprehensive Income 28
Consolidated Balance Sheet 29
Company Balance Sheet 30
Consolidated Cash Flow
Statement 31
Consolidated Statement of
Changes of Equity 32
Notes to the consolidated
financial statements 33
Sky Betting & Gaming 27
Annual Report 2017
28 Sky Betting & Gaming
Annual Report 2017
The accompanying notes are an integral part of this Consolidated Statement of Comprehensive Income.
2017 2016
Notes £’m £’m
NON-CURRENT ASSETS
Goodwill 9 320.0 320.5
Other investments 13 20.1 19.8
Intangible assets 10 465.1 515.2
Property, plant and equipment 11 13.2 7.7
Derivative financial instruments 14 – 2.0
Trade and other receivables 15 1.5 –
819.9 865.2
CURRENT ASSETS
Trade and other receivables 16 16.4 13.2
Cash and cash equivalents 26 122.8 120.4
The accompanying notes are an integral part of this Consolidated Balance Sheet.
These financial statements of Cyan Blue Topco Limited, registered number 116297, were approved by the Board of Directors and
authorised for issue on 28 September 2017. They were signed on its behalf by:
IDF Proctor
Director
30 Sky Betting & Gaming
Annual Report 2017
2017 2016
Notes £’m £’m
NON-CURRENT ASSETS
Investments in subsidiaries 12 0.9 0.9
Amounts due from Group undertakings falling due in more than one year 15 430.6 391.1
431.5 392.0
CURRENT ASSETS
Trade and other receivables 16 1.3 1.1
Cash and cash equivalents 7.7 8.4
TOTAL ASSETS 440.5 401.5
CURRENT LIABILITIES
Trade and other payables 17 (0.4) (0.1)
(0.4) (0.1)
NON-CURRENT LIABILITIES
Borrowings 19 (460.8) (418.6)
EQUITY
Share capital 22 – –
Share premium 23 (0.9) (0.9)
Other reserves 24 – –
Retained losses 21.6 18.1
The accompanying notes are an integral part of this Company Balance Sheet.
These financial statements of Cyan Blue Topco Limited, registered number 116297, were approved by the Board of Directors and
authorised for issue on 28 September 2017. They were signed on its behalf by:
IDF Proctor
Director
Sky Betting & Gaming 31
Annual Report 2017
2017 2016
Note £’m £’m
The accompanying notes are an integral part of this Consolidated Cash Flow Statement. All results relate to continuing operations.
32 Sky Betting & Gaming
Annual Report 2017
Total shareholder
Share capital Share premium Other reserves Retained earnings AFS reserve equity
£’m £’m £’m £’m £’m £’m
AT 1 JULY 2015 – 1.0 – (13.6) – (12.6)
Repurchase and sale of shares – (0.1) – – – (0.1)
Revaluation of AFS investment – – – – (0.2) (0.2)
Total comprehensive loss for the year – – – (33.5) – (33.5)
AT 30 JUNE 2016 – 0.9 – (47.1) (0.2) (46.4)
Capital contribution – – 0.8 – – 0.8
Revaluation of AFS investment – – – – (1.1) (1.1)
Total comprehensive loss for the year – – – (6.0) – (6.0)
AT 30 JUNE 2017 – 0.9 0.8 (53.1) (1.3) (52.7)
The accompanying notes are an integral part of this Consolidated Statement of Changes in Equity.
The accompanying notes are an integral part of this Company Statement of Changes in Equity.
Sky Betting & Gaming 33
Annual Report 2017
1. Accounting policies
General information
Cyan Blue Topco Limited is a company incorporated in Jersey under the Companies (Jersey) Law 1991. The address of the registered
office is 1 Waverley Place, Union Street, St Helier, Jersey JE1 1SG. The principal activities of the Company and its subsidiaries (the
“Group”) and the nature of the Group’s operations are set out in the Strategic Report on pages 1 to 23.
These financial statements are presented in pounds sterling because that is the currency of the primary economic environment in
which the Group operates.
The principal accounting policies are summarised below. All of these have been applied consistently throughout the current and
prior year.
a) Basis of preparation
The financial statements have been prepared on a going concern basis (as set out in the Directors’ Report) and on a historical cost
basis, except for the remeasurement to fair value of financial instruments, as described in the accounting policies below.
In the prior year (and preceding years) the Group’s policy was to maintain a 52 or 53 week fiscal year ending on the Sunday nearest
to 30 June in each year. During the current year the Group changed its policy to maintain a 52 or 53 week fiscal year ending on the
Thursday nearest to 30 June in each year. In fiscal year 2017, this date was 29 June 2017 (fiscal year 2016: 26 June 2016, 52 week
year). Since this is within seven days of 30 June, the requirements of the Companies (Jersey) Law 1991 with regard to the dating of
the financial statements continue to be met.
Group
The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”)
as adopted by the European Union (“EU”) and the Companies (Jersey) Law 1991.
Company
The Company meets the definition of a qualifying entity under FRS 100 (Financial Reporting Standard 100) issued by the Financial
Reporting Council. Accordingly, in the year ended 30 June 2017 the Company prepared its financial statements in accordance with
the Financial Reporting Standard 101 ‘Reduced Disclosure Framework’ (FRS 101) as issued by the Financial Reporting Council.
As permitted by FRS 101, the Company has taken advantage of the disclosure exemptions available under that standard in relation
to financial instruments, capital management, presentation of comparative information in respect of certain assets, presentation of
a cash flow statement, disclosure of standards not yet effective and presentation of related party transactions.
b) Basis of consolidation
Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses
control of the subsidiary. Specifically, the results of subsidiaries acquired or disposed of during the year are included in the
Consolidated Statement of Comprehensive Income (“SCI”) from the date the Company gains control until the date when the
Company ceases to control the subsidiary.
• is exposed, or has rights, to variable returns from its involvement with the investee; and
All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between the members of the
Group are eliminated on consolidation.
c) Business combinations
Acquisitions of subsidiaries and businesses are accounted for using the acquisition method. The consideration transferred in a
business combination is measured at fair value, which is calculated as the sum of the acquisition date fair values of assets
transferred to the Group, liabilities incurred by the Group and the equity interest issued by the Group in exchange for control of the
acquiree. Acquisition related costs are recognised in the SCI as incurred.
34 Sky Betting & Gaming
Annual Report 2017
At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognised at their fair value, except:
• deferred tax assets or liabilities and assets or liabilities related to employee benefit arrangements which are recognised and
measured in accordance with IAS 12 Income Taxes and IAS 19 Employee Benefits respectively; and
• assets (or disposal groups) that are classified as held for sale in accordance with IFRS 5 Non-current Assets Held for Sale and
Discontinued Operations are measured in accordance with that standard.
Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the
acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree (if any) over the net of the acquisition
date amounts of the identifiable assets acquired and the liabilities assumed. If, after reassessment, the net of the acquisition date
amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount
of any non-controlling interests in the acquiree and the fair value of the acquirer’s previously held interest in the acquiree (if any),
the excess is recognised immediately in the SCI as a bargain purchase gain.
If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination
occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are
adjusted during the measurement period (12 months from the acquisition date), or additional assets or liabilities are recognised, to
reflect new information obtained about facts and circumstances that existed as at the acquisition date that, if known, would have
affected the amounts recognised on that date.
d) Goodwill
Goodwill is initially recognised and measured as set out above.
Goodwill is not amortised but is reviewed for impairment at least annually. For the purpose of impairment testing, goodwill is
allocated to each of the Group’s cash generating units expected to benefit from the synergies of the combination. Cash generating
units to which goodwill has been allocated are tested for impairment annually, or more frequently when there is an indication that
the unit may be impaired. If the recoverable amount of the cash generating unit is less than the carrying amount of the unit, the
impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of
the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is not
reversed in a subsequent period.
The process performed and the results of this are set out in note 9.
e) Leases
The Group only has operating leases. Rentals payable under operating leases are charged to income on a straight-line basis over the
term of the relevant lease except where another more systematic basis is more representative of the time pattern in which
economic benefits from the lease asset are consumed. Contingent rentals arising under operating leases are recognised as an
expense in the period in which they are incurred.
In the event that lease incentives are received to enter into operating leases, such incentives are recognised as a liability. The
aggregate benefit of incentives is recognised as a reduction of rental expense on a straight-line basis over the lease term, except
where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset
are consumed.
An internally generated intangible asset arising from development (or from the development phase of an internal project) is
recognised if, and only if, all of the following conditions have been demonstrated:
• the technical feasibility of completing the intangible asset so that it will be available for use or sale;
• the intention to complete the intangible asset and use or sell it;
• how the intangible asset will generate probable future economic benefits;
• the availability of adequate technical, financial and other resources to complete the development and to use or sell the
intangible asset; and
• the ability to measure reliably the expenditure attributable to the intangible asset during its development.
The amount initially recognised for internally generated intangible assets is the sum of the expenditure incurred from the date
when the intangible asset first meets the recognition criteria listed above. Any other development expenditure is recognised in
operating expense as incurred. Subsequent to initial recognition, internally generated intangible assets are reported at cost less
accumulated amortisation and accumulated impairment losses, on the same basis as intangible assets that are
acquired separately.
Other intangible assets, which are acquired by the Group separately or through a business combination, are stated at cost or fair
value, respectively, less accumulated amortisation and impairment losses, other than those that are classified as held for sale, which
are stated at the lower of carrying amount and fair value less costs to sell. Intangible assets acquired in a business combination are
recognised separately from goodwill.
The Group’s intangible assets are amortised in line with accounting policy below.
Internally generated intangible assets 4 years
Customer relationships 8-16 years
Technology 5-10 years
Other intangible assets 3-25 years
The cost of PPE is depreciated in operating expense on a straight-line basis over its estimated useful life. Principal useful economic
lives used for this purpose are:
Equipment, furniture and fixtures 4 -10 years
h) Financial instruments
Financial assets and liabilities are initially recognised at fair value plus any directly attributable transaction costs. At each Balance
Sheet date, the Group assesses whether there is any objective evidence that any financial asset is impaired. Financial assets and
liabilities are recognised on the Balance Sheet when the Group becomes a party to the contractual provisions of the financial asset
or liability. Financial assets are derecognised from the Balance Sheet when the Group’s contractual rights to the cash flows expire or
the Group transfers substantially all the risks and rewards of the financial asset. Financial liabilities are derecognised from the
Balance Sheet when the obligation specified in the contract is discharged, cancelled or expires.
i. Financial assets
All financial assets are recognised and derecognised on a trade date where the purchase or sale of a financial asset is under a
contract whose terms require delivery of the financial asset within the timeframe established by the market concerned, and are
initially measured at fair value plus transaction costs, except for those financial assets classified at fair value through profit or loss,
which are initially measured at fair value.
Financial assets are classified into the following specified categories: financial assets ‘at fair value through profit or loss’ (“FVTPL”);
‘held-to-maturity’ investments, ‘available-for-sale’ (“AFS”); financial assets; and ‘loans and receivables’. The classification depends on
the nature and purpose of the financial assets and is determined at the time of initial recognition.
36 Sky Betting & Gaming
Annual Report 2017
Available-for-sale investments are included within non-current assets unless the carrying value is expected to be recovered
principally through sale rather than continued use in which case they are included in current assets. On disposal the difference
between the carrying amount and the sum of the consideration received and any cumulative gain or loss that had previously been
recognised directly in reserves is recognised in the SCI.
For certain categories of financial asset, such as trade receivables, assets that are assessed not to be impaired individually are, in
addition, assessed for impairment on a collective basis. Objective evidence of impairment for a portfolio of receivables could include
the Group’s past experience of collecting payments, an increase in the number of delayed payments in the portfolio past the
average credit period of 60 days, as well as observable changes in national or local economic conditions that correlate with default
on receivables.
For financial assets carried at amortised cost, the amount of the impairment is the difference between the asset’s carrying amount
and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.
The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of
trade receivables, where the carrying amount is reduced through the use of an allowance account. When a trade receivable is
considered uncollectable, it is written off against the allowance account. Subsequent recoveries of amounts previously written off
are credited against the allowance account. Changes in the carrying amount of the allowance account are recognised in the SCI.
The effective interest rate method is a method of calculating the amortised cost of a financial liability and of allocating interest
expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments
through the expected life of the financial liability, or, where appropriate, a shorter period, to the net carrying amount on
initial recognition.
Sky Betting & Gaming 37
Annual Report 2017
ix. Derivatives
Derivatives are held at fair value from the date on which the derivative contract is entered into. Fair value is defined as the price that
would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the
measurement date under IFRS 13 Fair Value Measurement. Further information about valuation techniques is included in note 21.
i) Impairment
At each Balance Sheet date the Group reviews the carrying amounts of all its assets excluding financial assets (see accounting
policy h) and deferred taxation (see accounting policy l) to determine whether there is any indication that any of those assets have
suffered an impairment loss.
An impairment is recognised whenever the carrying amount of an asset or its cash generating unit exceeds its recoverable amount.
The recoverable amount is the greater of net selling price, defined as the fair value less costs to sell, and value in use. In assessing
value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects
current market assessments of the time value of money and risks specific to the asset. Where it is not possible to estimate the
recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash generating unit to which the
asset belongs.
An impairment loss for an individual asset or cash generating unit shall be reversed if there has been a change in estimates used to
determine the recoverable amount since the last impairment loss was recognised and is only reversed to the extent that the asset’s
carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no
impairment loss had been recognised.
j) Provisions
Provisions are recognised when the Group has a probable, present legal or constructive obligation to make a transfer of economic
benefits as a result of past events where a reliable estimate is available. The amounts recognised represent the Group’s best
estimate of the transfer of benefits that will be required to settle the obligation as of the Balance Sheet date. Provisions are
discounted if the effect of the time value of money is material using a pre-tax market rate adjusted for risks specific to the liability.
Present obligations arising under onerous contracts are recognised and measured as provisions. An onerous contract is considered
to exist where the Group has a contract under which the unavoidable costs of meeting the obligations under the contract exceed
the economic benefits expected to be received under it.
k) Revenue recognition
Revenue, which excludes value added tax, represents the gross inflow of economic benefit from the Group’s operating activities.
The Group’s main sources of revenue are recognised as follows:
• Betting revenues are recognised in accordance with IAS 18 ‘Revenue’ (‘IAS 18’). All revenues therefore represent income in the
period for betting activities, defined as amounts staked by customers less betting payouts and free bet costs. Ante-post bets
(bets staked but not settled) are excluded from revenue and are deferred on the Balance Sheet in trade and other payables
until the event to which they relate has concluded, at which time they are matched with any related payouts. The liability is
revalued to fair value at each Balance Sheet date, in accordance with IAS 39 ‘Financial Instruments Recognition and
Measurement’ (‘IAS 39’), with any gain or loss recognised in the SCI.
• Gaming revenues represents net customer losses in the period in respect of the online and mobile telephone gaming, poker and
bingo operations. Revenues generated through the principal activities of providing online betting and gaming related
information and content to customers are recognised in the period in which the service has been provided.
• Revenues generated through revenue share activities, such as the provision of online content, are recognised in the period in
which the service has been provided.
Deferred tax assets and liabilities are recognised using the balance sheet liability method, providing for temporary differences
between the carrying amounts of assets and liabilities in the Balance Sheet and the corresponding tax bases used in the
computation of taxable profits. Temporary differences arising from goodwill and the initial recognition of assets or liabilities that
affect neither accounting profit nor taxable profit are not provided for.
38 Sky Betting & Gaming
Annual Report 2017
The carrying amount of deferred tax assets is reviewed at each Balance Sheet date and adjusted to reflect an amount that is
probable to be realised based on the weight of all available evidence. Deferred tax is calculated at the rates that are expected to
apply in the period when the liability is settled or the asset is realised. Deferred tax assets and liabilities are not discounted.
Deferred tax is charged or credited in the profit and loss account, except where it relates to items charged or credited directly to
equity, in which case the deferred tax is also included within equity. Deferred tax assets and liabilities are offset when there is a
legal enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the
same authority and the Company intends to settle its current tax assets and liabilities on a net basis.
The carrying amount of deferred tax assets is reviewed at each Balance Sheet date and adjusted to reflect an amount that is
probable to be realised based on the weight of all available evidence. Deferred tax is calculated at the rates that are expected to
apply in the period when the liability is settled or the asset is realised. Deferred tax assets and liabilities are not discounted.
Deferred tax is charged or credited in the SCI, except where it relates to items charged or credited directly to equity, in which case
the deferred tax is also included within equity.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current
tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current
tax assets and liabilities on a net basis.
The Group has not yet adopted certain new standards, amendments and interpretations to existing standards, which have been
published but are only effective for our accounting periods beginning on or after 1 July 2017 or later periods. These new
pronouncements are listed below:
• Amendments to IAS 12 – Recognition of Deferred Tax Assets for Unrealised Losses (effective 1 January 2017)*
• Clarifications to IFRS 15 – Revenue from Contracts with Customers (effective 1 January 2018)*
• Annual Improvements 2012-2014 Cycle – Amendments to IFRS 1 and IAS 28 (effective 1 January 2018)*
• Amendments to IFRS 2 – Classification and Measurement of Share-based Payment Transactions (effective 1 January 2018)*
The Directors are currently evaluating the impact of the adoption of these standards, amendments and interpretations in future
periods. The following standards may have a material impact and affect disclosure requirements in future periods:
• IFRS 9 – Financial Instruments – will impact the measurement and disclosures for financial instruments. Under IAS 39 Financial
Instruments Recognition & Measurement the convertible preference share investment in NYX (see note 13) is currently split
between the embedded derivative and the debt, with the debt being valued at amortised cost. Under IFRS 9 the whole
instrument is to be valued together at fair value. Further work is required to understand the quantum of the impact on the
financial statements and additional disclosure requirements.
• IFRS 16 – Leases – will impact the carrying value of operating leases on the Balance Sheet. Currently the Group has a number of
operating leases for rented property which are currently not reflected on the Balance Sheet, but will be recognised under IFRS
16. Further work is required to establish the quantum of the impact on the financial statements and only additional
disclosure requirements.
* Not yet endorsed for use in the EU
Sky Betting & Gaming 39
Annual Report 2017
ii. Tax
The Group’s tax charge is the sum of the total current and deferred tax charges. The calculation of the Group’s total tax charge
necessarily involves a degree of estimation and judgement in respect of certain items whose tax treatment cannot be finally
determined until resolution has been reached with the relevant tax authority or, as appropriate, through the formal legal process.
The amounts recognised in the financial statements in respect of each matter are derived from the Group’s best estimation and
judgement, as described above. However, the inherent uncertainty regarding the outcome of these means the eventual resolution
could differ from the provision, and, in such an event, the Group would be required to make an adjustment in a subsequent period
which could have a material impact on the Group’s profit and/or cash position.
When measuring the fair value the Group uses market observable data as far as possible and it categorises the fair values into the
different levels in the fair value hierarchy based on the inputs used. The fair value hierarchy is as follows;
• Level 1 fair value measurements are those derived from quoted process (unadjusted) in active markets for identical assets
or liabilities;
• Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are
observable for the asset or liability, either directly or indirectly; and
• Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that
are not based on observable market data.
Further information about the assumptions used in measuring fair values are included in note 21.
Judgement is required in identifying the cash generating units to which the goodwill is associated for the purposes of goodwill
impairment testing. Identification of cash generating units involves the assessment of whether assets or groups of assets generate
cash flows that are largely independent. Goodwill is then allocated to each identified cash generating unit that is expected to
benefit from the synergies of the business combination from which the goodwill has arisen.
40 Sky Betting & Gaming
Annual Report 2017
2. Revenue
Revenue, which excludes value added tax, represents the gross inflow of economic benefit from the Group’s operating activities.
Revenue is measured at the fair value of the consideration received or receivable. The majority of customers are based in the UK and
as such no geographical split has been provided.
Information reported for the purposes of assessment of segment performance is focused on the type of activity. The principal
categories and the Group’s reportable segments under IFRS 8 are therefore as shown in the table above.
3. Operating expenses
Year ended Year ended
30 June 2017 30 June 2016
£’m £’m
(i) The fair value loss on financial assets relates to the revaluation of certain assets within the investment in NYX, see notes 13 and 14.
(ii) The fair value loss on financial liabilities relates to the revaluation of interest rate hedging instruments, see note 14.
b) Finance costs
Year ended Year ended
30 June 2017 30 June 2016
£’m £’m
Auditor’s remuneration
The analysis of auditor’s remuneration is as follows:
Year ended Year ended
30 June 2017 30 June 2016
£’m £’m
FEES PAYABLE TO THE AUDITOR FOR THE AUDIT OF THE GROUP’S FINANCIAL STATEMENTS – –
FEES PAYABLE TO THE AUDITOR FOR OTHER SERVICES TO THE GROUP
–– The audit of the Company’s subsidiaries 0.2 0.2
–– Tax advisory fees – –
–– Other advisory fees 0.2 0.1
TOTAL AUDITOR’S REMUNERATION 0.4 0.3
Wages and salaries includes amounts paid in respect of bonuses, allowances and other staff benefits.
42 Sky Betting & Gaming
Annual Report 2017
b) Director emoluments
Year ended Year ended
30 June 2017 30 June 2016
£’m £’m
Not all Directors of the Company are remunerated by Group companies. The emoluments detailed above relate to four of the
Company Directors. All are paid by Hestview Limited, a subsidiary undertaking of the Company, for their services as Directors of the
Company and the Group; it is not possible to disaggregate this in respect of services to the Company.
The aggregate of the emoluments of the highest paid Director for the year was £549,000 (year ended 30 June 2016: £549,000)
and Company pension contributions of £22,000 (year ended 30 June 2016: £29,000) were made to a money purchase pension plan
in the year.
The number of Directors who have benefits accruing under the money purchase pension scheme is two (2016: two).
8. Tax
a) Tax recognised in the Statement of Comprehensive Income
Year ended Year ended
30 June 2017 30 June 2016
£’m £’m
CURRENT TAX EXPENSE
Current period 17.2 12.6
Adjustment in respect of prior period (0.9) (0.3)
Group relief adjustment in respect of prior period – 0.1
TOTAL CURRENT TAX EXPENSE 16.3 12.4
The UK Finance Act 2016 reduced the rate of corporation tax to 17% with effect from 1 April 2020. This rate was fully enacted on
15 September 2016 and therefore was effective at the Balance Sheet date.
The UK Finance (No.2) Act 2015 had previously included provisions reducing the main rate of UK corporation tax to 20% effective
from 1 April 2015 and to 19% with effect from 1 April 2017.
Sky Betting & Gaming 43
Annual Report 2017
9. Goodwill
Group
Goodwill
£’m
Goodwill of £319.2 million was generated during the year ended 30 June 2015 when the Group acquired Sky Betting & Gaming. It is
composed of a number of elements including workforce, future technology and future customers of both Sky Betting & Gaming and
Oddschecker. The goodwill is not expected to be deductible for income tax purposes.
Goodwill of £1.3 million was generated during the year ended 30 June 2016 when the Group acquired Core Gaming Limited in June
2016. The goodwill is not expected to be deductible for income tax purposes.
The adjustment to goodwill reflects new information obtained about facts and circumstances that existed at the acquisition date.
2017 2016
£’m £’m
The Group tests goodwill annually for impairment, or more frequently if there are indications that goodwill might be impaired.
Goodwill acquired in a business combination is allocated, at acquisition, to the cash generating units (“CGUs”) that are expected to
benefit from the business combination. The carrying amount of goodwill has been allocated to three CGUs on the basis that these
represent the lowest level at which goodwill is monitored for internal management purposes, and are not larger than the
operating segments.
44 Sky Betting & Gaming
Annual Report 2017
The recoverable amounts of the CGUs is determined as the higher of fair value less cost to sell and value in use. Value in use
calculations were used to value all three of the CGUs at 30 June 2017 as a fair value was not readily available.
The key assumptions for the value in use calculations are those regarding the discount rates and growth rates. Management
estimates discount rates using pre-tax rates that reflect current market assessments of the time value of money and the risks
specific to the CGUs and the group of units. The growth rates are based on industry growth forecasts. The rates used to discount
the forecast cash flows for the CGUs are based upon the Group’s weighted average cost of capital (“WACC”) and are as follows:
2017 2016
The Group prepares cash flow forecasts derived from the most recent five year financial budgets approved by management and
extrapolates cash flows based on a 2% growth rate into perpetuity, which is based on current management expectations and
industry specific data.
The Group has conducted a sensitivity analysis on the impairment test of the CGUs’ carrying value.
• Sports Book CGU: Based on the value in use, a fall in the forecast cash flows of 73.4% would result in an impairment at 30
June 2017.
• Gaming CGU: Based on the value in use, a fall in the forecast cash flows of 40.6% would result in an impairment at 30 June 2017.
• Oddschecker CGU: Based on the value in use, a fall in the forecast cash flows of 9.7% would result in an impairment at 30
June 2017.
AMORTISATION
AT 1 JULY 2015 1.6 10.0 1.8 4.0 17.4
Amortisation 3.1 38.0 6.9 12.3 60.3
AT 30 JUNE 2016 4.7 48.0 8.7 16.3 77.7
Amortisation 7.3 40.0 7.1 12.6 67.1
Disposals – – – (0.2) (0.2)
Impairment (1.2) – – (0.2) (1.4)
AT 30 JUNE 2017 10.8 88.1 15.8 28.5 143.2
CARRYING AMOUNTS
AT 30 JUNE 2017 22.5 337.1 20.4 85.1 465.1
At 30 June 2016 17.5 377.2 27.5 93.0 515.2
At 1 July 2015 5.7 415.2 34.4 93.6 548.9
The Group’s internally generated intangible assets relate to software development. The Group’s other intangible assets includes
external spend on software, software licences and copyright licences.
Sky Betting & Gaming 45
Annual Report 2017
Following a review of the assets capitalised in relation to the development of the Italian platform, £6.3 million of impairment losses
were recognised in the year as result of the carrying amount exceeding the present value of the estimated future cash flows.
The estimated future amortisation expense on intangible assets with finite lives for each of the next five years is set out below.
It is likely that amortisation will vary from the figures below as the estimate does not include the impact of any future investments,
disposals or capital expenditure.
2018 2019 2020 2021 2022
£’m £’m £’m £’m £’m
Estimated amortisation expense 65.7 59.6 55.8 45.9 43.3
DEPRECIATION
AT 1 JULY 2015 1.7
Depreciation expense 1.7
AT 30 JUNE 2016 3.4
Depreciation expense 3.7
Disposals –
AT 30 JUNE 2016 7.1
CARRYING AMOUNTS
AT 30 JUNE 2017 13.2
At 30 June 2016 7.7
At 1 July 2015 4.7
The Group consists of a parent company, Cyan Blue Topco Limited, incorporated on the Island of Jersey and a number of
subsidiaries held directly and indirectly by Cyan Blue Topco Limited.
Proportion of
Proportion of voting
Place of ownership interest power held Principal
Name incorporation % % activity
Financing
Cyan Blue VLNCo Limited Jersey 100 100 company
46 Sky Betting & Gaming
Annual Report 2017
(i) Registered office: 2 Wellington Place, Leeds, LS1 4AP United Kingdom
(ii) Registered office: Office 1, 1 The Crusher, Braye Harbour, GY9 3XX, Alderney
(iii) Registered office: Century House, 12 Victoria Street, GY9 3UF, Alderney
(iv) Registered office: Weighbridge House, Le Pollet, St Peter Port, GY1 1WL, Guernsey
(v) Registered office: 1 Waverley Place, Union Street, St Helier, JE1 1SG, Jersey
(vi) Registered office: Vincenti Buildings, 28/19 (suite No. 1983), Strait Street, Valletta, VLT 1432, Malta
The investments in subsidiaries are all stated at cost less provision for impairment.
During the prior year the Group acquired £2.5 million of ordinary shares in NYX. This investment included warrants giving the Group
the option to acquire further shares up to three years post acquisition. The ordinary shares have been classified as available-for-
sale and accounted for at fair value under IAS 39 Financial Instruments: Recognition and Measurement. At 30 June 2016 the value
of the ordinary shares was £2.3 million and at 30 June 2017 the value of the ordinary shares was £1.2 million, resulting in a movement
of £1.1 million in the year. The warrants have been treated as a derivative and classified as FVTPL (see note 14).
During the prior year the Group invested in £20 million convertible preference shares issued by a subsidiary of NYX. The preference
shares have been classified as loans and receivables with the embedded derivative separately identifiable and valued (see note 14).
The conversion option has been classified as FVTPL.
(i) The ordinary and preference shares in NYX relates to the warrants over the ordinary shares and the option element of the convertible preference shares. See note 21 for
details of the valuation method used.
(ii) On 7 July 2015 the Group entered into two agreements to swap floating interest rate for fixed interest rate to hedge any exposure to future interest rate increases. Both
agreements are for £150 million with the floating interest rate fixed and payable at 1.42% and 1.43% respectively.
Sky Betting & Gaming 47
Annual Report 2017
15. Trade and other receivables: amounts falling due in more than one year
Group
2017 2016
£’m £’m
Other receivables 1.5 –
Company
2017 2016
£’m £’000
Loans due from Group undertakings 345.7 345.7
Accrued interest on loans due from Group undertakings 84.9 45.4
430.6 391.1
On 19 March 2015 the Company was issued £345.7 million of unsecured shareholder loan from Cyan Blue VLNCo Limited. The loan
attracts interest at 10.0% per annum and the interest is not payable until redemption on 18 March 2055.
16. Trade and other receivables: amounts falling due within one year
Group
2017 2016
£’m £’m
Gross trade receivables 1.6 1.5
Less: provision for impairment of receivables (0.1) (0.1)
Net trade receivables 1.5 1.4
Prepayments and accrued income 12.4 9.6
Other receivables 2.5 2.2
16.4 13.2
The Directors consider that the carrying amount of trade and other receivables approximates to their fair values.
Trade receivables disclosed above are classified as loans and receivables and are therefore measured at amortised cost.
The Group does not hold any collateral or other credit enhancements over any of its trade receivables nor does it have a legal
right of offset against any amounts owed by the Group to the counterparty.
For trade receivables that are neither past due nor impaired, the Directors have assessed that there is no change in the credit
quality from the date credit was initially granted and the amounts are still considered recoverable.
In determining the recoverability of a trade receivable the Group considers any change in the credit quality of the trade receivable
from the date credit was initially granted up to the reporting date. The concentration of credit risk is limited.
Company
2017 2016
£’m £’m
Amounts owed by Group companies 0.3 –
Other receivables 1.0 1.1
1.3 1.1
17. Trade and other payables: amounts falling due within one year
Group
2017 2016
£’m £’m
The Directors consider that the carrying amount of trade and other payables approximates to their fair values. Included within
Other payables is an amount of £25.9 million (2016: £18.5 million) in respect of amounts due to customers representing deposits
received and customer winnings.
Company
2017 2016
£’m £’m
Trade payables – 0.1
Accruals and deferred income 0.1 –
Amounts owed to Group companies 0.3 –
0.4 0.1
18. Provisions
Group
At 1 July Provided during Utilised during At 30 June Provided during Utilised during At 30 June
2015 the year the year 2016 the year the year 2017
£’m £’m £’m £’m £’m £’m £’m
CURRENT LIABILITIES
Provision for onerous lease (i) 0.1 0.3 – 0.4 0.3 (0.4) 0.3
Provision for redundancies (iv) – – – – 1.1 – 1.1
Other provisions (v) – 1.4 – 1.4 1.4 (0.1) 2.7
0.1 1.7 – 1.8 2.8 (0.5) 4.1
NON-CURRENT LIABILITIES
Provision for onerous lease (i) 1.0 0.6 (0.4) 1.2 – (0.3) 0.9
Provision for jackpot payments (ii) 5.3 9.0 (8.0) 6.3 10.5 (10.7) 6.1
Provision for dilapidations (iii) 0.3 0.3 – 0.6 0.4 – 1.0
6.6 9.9 (8.4) 8.1 10.9 (11.0) 8.0
(i) The onerous contract provision relates to the unavoidable costs of properties which are no longer occupied by the Group. The provision will be fully utilised by 2021.
(ii) The jackpot payment provision relates to funds held in jackpots within games of which the payout date is unknown. The provision is expect to be fully utilised in a period
of more than one year.
(iii) The dilapidations provision relates to expected costs payable in relation to dilapidations of leased buildings at the end of the leased term. The provision will be fully
utilised by 2026.
(iv) The redundancy provision relates predominantly to restructuring in the Group. The redundancy provision will be fully utilised within the next 12 months.
(v) Other provisions primarily relate to amounts expected to be paid in respect of third party games content.
Sky Betting & Gaming 49
Annual Report 2017
19. Borrowings
Group
2017 2016
£’m £’m
UNSECURED BORROWINGS AT AMORTISED COST
Loans with Company’s immediate parent (i) 336.8 306.1
Accrued interest on loans with Company’s immediate parent (i) 16.6 14.9
Loans with related parties (ii) 94.7 160.6
Accrued interest on loans with related parties (ii) 4.7 7.2
Preference shares owed to Cyan Blue Manco Limited (iii) 6.5 6.5
Accrued coupon on preference shares (iii) 1.5 0.8
TOTAL UNSECURED 460.8 496.1
SECURED BORROWINGS AT AMORTISED COST
Bank loans (iv) 331.6 330.9
TOTAL SECURED 331.6 330.9
TOTAL BORROWINGS 792.4 827.0
Company
2017 2016
£’m £’m
UNSECURED BORROWINGS AT AMORTISED COST
Loans with Company’s immediate parent (i) 336.8 306.1
Accrued interest on loans with Company’s immediate parent (i) 16.6 14.9
Loans with related parties (ii) 94.7 86.1
Accrued interest on loans with related parties (ii) 4.7 4.2
Preference shares owed to Cyan Blue Manco Limited (iii) 6.5 6.5
Accrued coupon on preference shares (iii) 1.5 0.8
TOTAL BORROWINGS 460.8 418.6
The Directors consider that the carrying amount of borrowings approximates to their fair values.
The key features of the borrowings are as follows;
(i) The loans with the Company’s immediate parent relate to amounts payable to Cyan Blue Jerseyco Limited of £336.8 million (2016: £306.1 million) (payable by Cyan Blue
Topco Limited). Interest is payable at 10% per annum. Interest is payable in the form of PIK notes which are issued at 31 December each year and subsequently attract
interest at 10% per annum. The repayment date is 19 March 2055.
(ii) The loans with related parties include amounts payable to the Sky plc group of £94.7 million (2016: £86.1 million) due from Cyan Blue Topco Limited with interest payable
at 10% per annum. Unpaid interest accrues and compounds onto the principal amount at 31 December each year, until the repayment date on 18 March 2022. In the prior
year there was an additional amount payable to the Sky plc group of £74.5 million due from Cyan Blue VLNCo Limited with interest payable at 8.2% per annum; this loan
was repaid on 27 June 2017.
(iii) The preference shares issued by Cyan Blue Topco Limited to Cyan Blue Manco Limited accrue a coupon of 10% per annum. The coupon is not payable but compounds
annually on 19 March each year until the redemption date of 19 March 2055.
(iv) The bank loan of £340.0 million net of set up fees was taken out on 19 March 2015 and is repayable on 18 March 2022. Interest is payable at a floating rate on 31 March,
30 June, 30 September and 31 December each year.
Deferred tax assets have been recognised in respect of PPE and short-term timing differences on the basis that management deem
it probable that the UK resident companies in which these assets reside will have sufficient taxable profits against which these
assets can be utilised. The Group has unutilised tax losses and Research and Development Expenditure Credits carried forward of
£968,000 (30 June 2016: £797,000) and £8,000 (30 June 2016: £10,000) respectively. Deferred tax assets have not been
recognised in respect of either these tax losses or tax credits on the basis that the companies in which they reside are not expected
to be able to utilise them in the foreseeable future.
FINANCIAL LIABILITIES
Amortised cost 858.7 935.0
Fair value through profit and loss (“FVTPL”) 16.2 19.6
d) Liquidity risk
Ultimate responsibility for liquidity risk management rests with the Board of Directors, which has established an appropriate
liquidity risk management framework for the management of the Group’s short, medium and long-term funding and liquidity
management requirements. The Group manages liquidity risk by maintaining adequate reserves, banking facilities and reserve
borrowing facilities, by monitoring the maturity profiles of financial assets and liabilities and by continuously monitoring forecast
and actual cash flows. At 30 June 2017 the Group had available undrawn committed borrowing facilities of £35 million.
The following table analyses the Group’s financial liabilities into relevant maturity groupings based on the remaining period at the
Balance Sheet date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted
cash flows.
Contractual cash Less than Between one and Between two and More than five
Carrying amount flows 12 months two years five years years
£’m £’m £’m £’m £’m £’m
AT 30 JUNE 2017
Non-interest bearing 133.2 133.2 131.3 0.3 1.2 0.4
Variable interest rate instruments 331.6 418.0 19.7 15.7 382.6 –
Fixed interest rate instruments 460.7 12,954.4 – – – 12,954.4
Interest rate swaps 8.1 8.1 1.7 1.7 4.7 –
AT 30 JUNE 2016
Non-interest bearing 116.3 116.3 113.8 1.2 0.7 0.6
Variable interest rate instruments 331.0 461.5 21.3 21.3 63.8 355.1
Fixed interest rate instruments 496.1 13,068.5 – – – 13,068.5
Interest rate swaps 10.0 10.0 1.7 1.7 5.2 1.4
Sky Betting & Gaming 51
Annual Report 2017
e) Credit risk
The Group is exposed to default risk amounting to cash and cash equivalents of £122.8 million (2016: £120.4 million).
The Group’s maximum exposure to credit risk on trade receivables is the carrying amount disclosed in note 16.
The capital structure of the Group consists of net debt (borrowings disclosed in note 19 after deducting cash and bank balances)
and equity of the Group (comprising issued capital and retained earnings).
• Level 1 fair value measurements are those derived from quoted process (unadjusted) in active markets for identical assets
or liabilities;
• Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are
observable for the asset or liability, either directly or indirectly; and
• Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that
are not based on observable market data.
Level 1 Level 2 Level 3 Total
£’m £’m £’m £’m
FVTPL ASSETS
Equity option contracts – – – –
AFS ASSETS
Equity investment 1.2 – – 1.2
1.2 – – 1.2
FVTPL LIABILITIES
Interest rate swaps – 8.1 – 8.1
Contingent consideration – – 1.8 1.8
Other creditors measured at FVTPL – – 6.2 6.2
– 8.1 8.0 16.1
52 Sky Betting & Gaming
Annual Report 2017
Valuation techniques and assumptions applied for the purposes of measuring fair value
The Group has fair valued the equity investment based on the trading price of the investment on the open market.
The Group has valued the interest rate swap contracts using publically available information about the business and industry which
is not directly related to the asset or liability being valued.
The equity option contracts, as detailed in note 14, have been valued using the Black Scholes method. Significant judgement has
been used in terms of the volatility rate and forecasts of likely NYX trading activities and performance.
• Volatility – if the volatility percentage is increased by 1% the value of the option at 30 June 2017 would be £19,000 higher.
If the volatility percentage was 1% lower the value of the option would be £15,000 lower.
• NYX performance – the current valuation assumes the NYX trading will meet the criteria at some point in the future to enable
NYX to exercise their put option. If that assumption were not made the value of the option at 30 June 2017 would be
£3,000 higher.
The contingent consideration is payable based on the enhanced performance of the Group due to the acquisition of Core Gaming
Limited. The value recognised at the year end is based on the amount which would be payable if the most recent forecasts are
achieved. The unobservable inputs in determining the fair value is the forecast performance. These forecasts have been developed
for management based on the most recent information on company trading and performance.
The other creditors measured at FVTPL have been valued based on internally generated expectations.
The share premium reserve represents the amount paid by the shareholders in excess of the nominal value of the
shares purchased.
Company
Total
£’m
At 30 June 2016 and 30 June 2017 –
During the prior year Cyan Blue Topco Limited undertook a share buyback of 8,641 B Ordinary Shares and 49,988 C Ordinary Shares
at a premium of £1.39. This created the additional reserve above.
During the current year the Sky plc group provided the Group with a £0.8 million early repayment discount due to the repayment of
the loan provided to Cyan Blue VLNCo Limited (see note 19); this was recognised as a capital contribution in the Group.
The Available-for-sale reserve represents the revaluation of ordinary shares acquired in NYX (see note 13), which have been
classified as available-for-sale assets.
Cash and cash equivalents comprise cash held by the Group. This amount includes £28.5 million (2016: £23.1 million) of customer
funds. Cash and cash equivalents at the end of the reporting period as shown in the consolidated cash flow statement of
£122.8 million (2016: £120.4 million) reconciles to the related items in the Consolidated Balance Sheet position.
The Sky plc group continues to support the Group and has paid the following on behalf of the Group and recharged at cost. From
29 February 2016 payroll was brought in-house, at which point the recharge from the Sky plc group for payroll ceased. Payroll costs
for the current year relate only to adjustments to previous amounts recharged.
Year ended Year ended
30 June 2017 30 June 2016
£’m £’m
Recharge of payroll costs from Sky plc group 0.1 26.4
Recharge of other costs from Sky plc group 0.1 2.4
During the current year the Group received income for platform services provided to the Sky plc group.
Year ended Year ended
30 June 2017 30 June 2016
£’m £’m
Other income 0.6 –
The amount outstanding with the Sky plc group at the end of the year was £9.8 million (2016: £3.4 million).
The Sky plc group has invested in the Group in the form of shareholder loan notes and the following table details the interest costs
charged to the Group during the year.
Year ended Year ended
30 June 2017 30 June 2016
£’m £’m
Interest payable on loan note issued to Cyan Blue VLNCo Ltd 6.4 5.9
Interest payable on loan note issued to Cyan Blue Topco Ltd 9.1 8.3
Sky Betting & Gaming 55
Annual Report 2017
In the prior year there was a £74.5 million loan plus accured interest payable to Sky plc group due from Cyan Blue VLNCo Limited
with interest payable at 8.2% per annum; this loan was repaid in full on 27 June 2017.
Interest charged on the loan to the Employee Benefit Trust during the year is detailed below:
Year ended Year ended
30 June 2017 30 June 2016
£’m £’m
Interest income on loan 0.1 0.1
As at the Balance Sheet date the Group had an outstanding balance due to the Employee Benefit Trust of £1.1 million
(30 June 2016: £0.9 million).
At the Balance Sheet date, the Group had outstanding commitments for future minimum lease payments under non-cancellable
operating leases, which fall due as follows:
2017 2016
£’m £’m
Within one year 2.7 2.6
In second to fifth year inclusive 8.5 8.9
After five years 4.0 5.0
Operating lease payments represent rentals payable by the Group for certain of its office properties.
The financial commitments detailed above include amounts for technology and IT contracts.
The total cost charged to income of £2.3 million (year ended 30 June 2016: £1.4 million) represents contributions payable to these
schemes by the Group at rates specified in the rules of the schemes. As at 30 June 2017, contributions of £0.4 million
(2016: £0.3 million) due in respect of the current reporting period had not been paid over to the schemes.
On 14 September 2017 the Company received a dividend of £95.8 million from Cyan Blue VLNCo Limited. Additionally,
on 14 September 2017 Cyan Blue Topco Limited declared and paid dividends totalling £540.3 million.
iii