Diploma in Corporate Finance Corporate Finance Strategy & Advice Information Booklet Date of exam Monday 1 December 2014 Part 1: 1:00 pm – 1:55 pm Information Booklet & Examination Paper Part 2: 2:00 pm – 5:00 pm Answer Book Notes to candidates Time allowed: 55 minutes Part 1: Candidates will be provided with an Information Booklet and the examination question paper. Candidates have one hour in which to review the information booklet and questions. During this time, candidates may annotate the information book. The examination has been prepared on the assumption that candidates will not have any detailed knowledge of the type of organisation to which it refers. No additional merit will be accorded to those candidates displaying such knowledge. Part 2: The Answer Book will be distributed at 1.55 pm and the candidates should open and begin writing in the answer book when instructed. Candidates should distinguish clearly between formal answers (including appendices) and any working papers. © Chartered Institute for Securities & Investment 2014 © ICAEW 2014 All rights reserved. No part of this publication may be reproduced or transmitted in any form or by any means, electronic or mechanical, including photocopying, or any information storage or retrieval system without prior permission from the Chartered Institute for Securities & Investment. Please turn over when instructed 1 of 179 Table of Contents Information Book Pages Annual Report – 31 March 2014 3 - 57 Capital IQ spreadsheets: Financials 58 - 78 Capital IQ spreadsheets: Comparable Companies 79 - 93 Capital IQ spreadsheets: Estimates 94 - 97 Firm placing and placing and open offer 98 - 176 Results of firm placing and placing and open offer 177 - 179 2 of 179 Information for Flybe Group plc Annual Report 2013/14 3 of 179 Flybe at a glance Key financial highlights 2013 2014 (restated) £m £m Total revenue under management2 868.4 781.5 Less: joint venture revenue (247.9) (167.2) Group revenue 620.5 614.3 Adjusted profit/(loss) before tax, net restructuring and surplus capacity costs3 1.7 (23.6) Adjusted profit/(loss) before tax and net restructuring4 8.3 (33.1) Profit/(loss) before tax 8.1 (41.1) Profit/(loss) after tax 8.0 (42.2) 1 Includes our franchise partner, Loganair. 2 Includes our joint venture, Flybe Finland. 3 Adjusted profit/(loss) before tax, net restructuring and surplus capacity costs defined as profit/(loss) before tax, net restructuring and surplus capacity costs of £1.9m (2012/13: £12.8m) and revaluation gains on USD aircraft loans of £8.3m (2012/13: loss of £4.7m). Surplus capacity costs represent the costs incurred in the year relating to capacity that is considered by management to be surplus as a result of restructuring decisions taken in 2012/13. See pages 23 and 24 of the Financial Review for further detail. 4 Adjusted profit/(loss) before tax and restructuring defined as profit/(loss) before tax and net restructuring costs of £0.2m (2012/13: £8.0m). Overview Financial and other information Flybe at a glance IFC Independent auditor’s report 85 Introducing our new CEO 2 Consolidated income statement 90 Consolidated statement Acknowledgments Strategic report of comprehensive income 91 Flybe would like to thank all those who participated in producing this report, Chairman’s statement 8 Consolidated statement particularly the members of staff for their contributions. Business model 12 of changes in equity 91 Chief Executive Consolidated balance sheet 92 This report is available on our website: www.flybe.com/corporate/investors/ Officer’s statement 14 Consolidated cash Business review 16 flow statement 93 This document was printed in the UK using vegetable based inks which have lower VOC (Volatile Organic Compounds) emissions, are derived from renewable sources Strategy and KPIs 19 Notes to the consolidated and are less hazardous than oil-based inks. The paper is sourced from responsible The Purple Way 20 financial statements 94 sources and is environmentally friendly, using an ECF (elemental chlorine-free) Financial review 21 Company balance sheet 133 The Directors present the Annual process and produced at a mill that is certified to the ISO14001 environmental management standard. The mill is fully FSC-certified. Risks and uncertainties 34 Company statement Report and Accounts for the year ended 31 March 2014. References Corporate responsibility 38 of changes in equity 134 to ‘Flybe’, the ‘Group’, the ‘Company’, The printer is ISO 14001 accredited and Forest Stewardship Council (‘FSC’) Company cash flow statement 134 ‘we’ or ‘our’ are to Flybe Group plc chain of custody certified. FSC ensures there is an audited chain of custody Governance Notes to the Company (registered number 1373432) and from the tree in the well-managed forest through to the finished document Chairman’s statement financial statements 135 its subsidiary companies, where in the printing factory. appropriate. The Strategic Report on corporate governance 45 Five-year summary 138 contains statements that are forward If you have finished reading this report and no longer wish to retain it, please pass Board of Directors 46 Glossary 139 looking. These statements are made it on to other interested readers or dispose of it in your recycle paper waste. Corporate governance 49 by the Directors in good faith based on the information available to them Audit Committee report 58 up to the time of approval of this Designed and produced by Instinctif Partners www.instinctif.com Directors’ report 63 report. Such statements should be Directors’ remuneration 66 treated with caution due to the inherent uncertainties and risk Statement of associated with forward Directors’ responsibilities 84 looking information. 4 of 179 6601_Flybe_AR_2014_Cover2.indd 5-7 11/06/2014 15:17 Overview Strategic report Governance Financial and other information Delivering on Delivering connectivity Flybe’s turnaround for the UK regions 11.1% growth in Revenue under management 6.9% increase in passenger numbers to £868.4m (2012/13: £781.5m) in UK scheduled airline at 7.7 million (2012/13: 7.2 million), despite 1.4% reduction £620.5m of Group revenue (excluding joint in seat capacity venture) up by 1.0% from 2012/13’s £614.3m 5.4 ppts improvement in load factors Record passenger numbers and load factors to 69.5% (2012/13: 64.1%) in UK scheduled airline 1.8% improvement in Flybe UK’s passenger 3.3% decrease in Group operating costs before revenue per seat at £49.70 compared to prior restructuring at £619.5m (2012/13: £640.9m) year’s £48.84; Flybe UK’s cost per seat (on a £8.1m of profit before tax of compared to loss constant currency basis) before restructuring of £41.1m – improved performance in every and surplus capacity was 1.6% below prior year part of Flybe’s business 55.1% sector share up from 52.4% last year Twin-engine growth strategy announced – making Flybe the leading airline brand in the branded and white label UK regional market. In the UK domestic sector, Flybe’s share was 28.3% (2012/13: 28.1%) £150.1m of net cash raised reflecting investor confidence in lybe’sF future Operating from 7 UK bases and serving 64 airports in total throughout the UK and Europe1 Major expansion announced at London City Delivering connectivity for Europe’s mainstream airlines £247.9m of revenue in first full year of expanded Finnair joint venture operations up from £167.2m in 2012/13 Service standards and punctuality on and above target Number of ongoing discussions for new white label opportunities Flybe Group plc Annual Report and Accounts 2013/14 1 5 of 179 Introducing our new CEO Transforming Flybe The last few years have been difficult Q for Flybe. What made you want to take up the job? There were three reasons. A First, I spotted in Flybe significant potential based on a clear and compelling purpose which the business had not really capitalised on. By providing regional customers with time-saving access to the world, Flybe had the potential to play a unique and powerful role in connecting regional communities and linking regional economies not just in the UK but across Europe, both in a Flybe-branded capacity and by flying regional routes on behalf of national flag carriers. I could see that the alternative to a 90-minute flight 2013/14 has been a year with Flybe is usually a long and painful car, ferry and/or of transformation for Flybe with rail journey that is at least three hours long. So Flybe plays a unique role in fulfilling important social and a significant restructuring of the economic needs. If Flybe didn’t exist, it would be business, extensive organisational necessary to invent it. Our smaller aircraft give us a unique ability to serve lower volume regional routes muscle-building, new process which the larger airlines cannot operate profitably with implementation, in-year delivery their bigger aircraft with more seats to fill. Our aircraft against key revenue and cost types also enable us to operate out of smaller, local airports with shorter runways. Through hub airports, objectives, a major equity fund we also connect local airports to the world. raising and the setting out of a new, The second thing that struck me is that Flybe is full of clear strategic vision. Its new CEO, good people. Professional, diligent people, passionate Saad Hammad, explains. and committed to what we do. People who, above all else, are decent and authentic, with big hearts. The combination of a great purpose and great people was hugely attractive. The challenge, of course, was that Flybe could only thrive if structured in the right way. We needed a competitive and sustainable cost base, an upgraded commercial capability and a rigorous, fact-based management culture.