SpaceandPeople
Annual Report 
and Accounts 2012
Report 
of the 
Directors and 
Financial Statements
for year 
ended 
31 December 
2012 2
Annual Report
Contents 3 3
Annual Report
Contents
Financial and Operational Highlights   4     
Chairman’s Statement  6 
Chief Executive Officer’s Review    8    
Operating and Financial Review    12 
Case Study - MacV Eyewear   15     
Board and Senior Management Biographies    16
Report of the Directors    20     
Corporate Governance Report    24
Remuneration Report    28     
Case Study - S&P+    31 
Independent Auditor’s Report    32    
Consolidated Group Statement of :
 Comprehensive Income    34 
 Financial Position  35
 Cash Flows    36 
 Changes in Equity    37     
Notes to the Group Financial Statements 38 
Company Statement of : 
 Financial Position 49
 Cash Flows 50
 Changes in Equity    51 
Notes to the Company Financial Statements 52   
Company Information    54
Annual Report and Accounts for the 12 months ended 31 December 2012 4
INCREASE IN GROSS SAlES OF 12% t O £30.11M
GROSS REVENUE £M
0
5
10
15
20
25
30
35
2012 2011 2010 2009 2008
GROwtH IN OPERAtING PROFIt OF 37% t O £2.37M
OPERAtING PROFIt £M
0.0
0.5
1.0
1.5
2.0
2.5
2012 2011 2010 2009 2008
INCREASE IN NEt REVENUE OF 22% t O £13.06M
NEt REVENUE £M
0
3
6
9
12
15
2012 2011 2010 2009 2008
INCREASE IN PRE-tAx PROFIt OF 43% t O £2.27M
PROFIt BEFORE tAx £M
0.0
0.5
1.0
1.5
2.0
2.5
2012 2011 2010 2009 2008
INCREASE IN BASIC EPS OF 39% t O 8.50P
DIVIDEND INCREASED 21% t O 3.50P
EPS AND DIVIDEND (PENCE)
0
2
4
6
8
10
2012 2011 2010 2009 2008
Financial and Operational
Highlights Annual Report and Accounts for the 12 months ended 31 December 2012
5
StRONG CASH GENERAt ION of £2.27m from operating activities 
resulting in net cash improvement of £869k over the year with 
a positive cash position at the year-end of £2.02m
MAjOR NEw CONtRAC t wINS IN tHE UK with both land 
Securities and Intu (formerly Capital Shopping Centres) 
signing exclusive promotional contracts for the first time
MAjOR NEw CONtRAC t wIN IN GERMANy with MEC Metro 
signing an exclusive deal towards the end of the year
OVER 10,000 UNIqUE PROMOtIONS AND KIOSKS in over 700 
venues across 4 major global markets during 2012 
Now have ExClUSIVE PROMOtIONAl/REtAIl RIGHtS in 34 of 
the 50 top shopping centres in the UK and have provided 
services to 88 of the top 100 shopping centres during 2012
lAUNCH OF S&P+ lIMItED
FURtHER INVEStMENt in SpaceandPeople India
REVENUE from 
UK promotional
activity UP 34%
REVENUE from 
German promotional 
activity UP 61%
REVENUE from 
German retail licensing 
activity UP 124% Chairman’s Statement
Overview
6
I am delighted to present an excellent set of results for the year ended 2012.
the long-term benefits of the acquisition of Retail Profile, which I alluded to last year, together 
with growth in the core business, are readily apparent from the dramatically improved 
performance from almost every aspect of the business.  At a time of increasing uncertainty and 
general despondency in the UK retail sector, this is an unashamedly positive and upbeat report. Annual Report and Accounts for the 12 months ended 31 December 2012 Annual Report and Accounts for the 12 months ended 31 December 2012
7
the Group secured notable contract wins in the UK 
with two of the country’s largest publicly traded owners 
of shopping centres, land Securities and Intu. Giving the 
Group exclusive promotional contracts for the first time, 
and making it the clear market leader in the UK. It now 
has exclusive promotional or retail contracts in 34 of the 
top 50 UK shopping centres and traded with 88 of the top 
100 during the year, which helped increase revenue from 
UK promotional activity by 34%.  the best locations in the 
best centres, together with the launch of S&P+ limited, will 
continue to drive improved performance from one of the 
core strands of the business.
the German business is now firmly established and 
delivering impressive growth as the locally based team of 27 
people in our new office in Hamburg continues to increase 
sales from the core portfolio of ECE shopping centres, 
with promotional revenue up by 61%. towards the end of 
2012 they secured a major new exclusive contract with 
MEC Metro, which will sustain this growth and reinforce 
the dominance of SpaceandPeople in the German market. 
the investment in new mobile kiosks and their roll-out to 
more centres has resulted in a 124% increase in revenue 
from German retail licensing.
All of this translates to an excellent set of results. 
FINANCIAl RESUlt S
Starting with the financial highlights, there was a 22% 
growth in Group revenue to £13.06m and a 37% increase 
in Group operating profit to £2.37m.  
there was a 39% increase in basic (after non-recurring 
costs) non-diluted EPS to 8.50p from 6.13p in 2011. 
Mindful of the significant opportunities available from 
further investment in the business, the Board has proposed 
that the dividend is increased at a slightly lower rate than 
the increase in EPS in 2012.
Notwithstanding further investment in overseas markets, 
S&P+ limited and additional sales, compliance and support 
staff, the Group ended the year on a secure financial 
footing, with a net cash improvement of £869k during the 
year and £2.02m of cash on the balance sheet at the year 
end.  the Group also has a flexible borrowing facility of 
£2.5m with lloyds tSB Group that provides the ability to 
fund its future growth from existing banking arrangements.
PEOPlE
None of this would be possible without a dedicated 
and committed workforce and I would like to thank the 
senior management team and staff for their sterling efforts 
throughout the year.  there have been no changes at Board 
level this year and the average headcount has increased 
from 81 to 99. 
DIVIDEND
Recognising the excellent progress made by the Group, 
your Board is proposing a dividend of 3.50p per share, an 
increase of 21% on last year, payable on 26
th
 April 2013 to 
all shareholders on the register on 5
th
 April 2013.
OUtlOOK
SpaceandPeople continues to add new venues to the 
service and now represents over 700 venues in the UK 
and Germany, an increase of over 100 on 2011 with a 
combined footfall of over 70 million customers a year.
Although one can never be complacent and must always be 
alert to external challenges, the figures are testament to 
the strength and diversity of the business and the Group is 
extremely well positioned to deliver further improvements 
in 2013.  
David Henderson-williams 
Chairman
22 March 2013 8
Chief Executive Officer’s 
Review
the premise of SpaceandPeople is based upon the fact that venue owners have sought to improve 
returns on their assets, however building new venues or increasing rents can be difficult. Previously, 
property owners used general in-house staff to generate revenues by encouraging local businesses 
into their space to promote products and services. this tended to be an ad-hoc and reactive 
process and there was no information available to promoters to incentivise them to make use of 
this opportunity.  SpaceandPeople identified the opportunity that was available to promoters to 
meet their potential customers face to face and the fact that this was of great value to them. they 
also enabled venues to be more structured in how they dealt with promoters and gave them a 
better understanding of the value of their space in this regard. From small beginnings in 2001, we 
now represent over 700 venues, facilitating over 10,000 promotions a year in venues ranging from 
prime shopping centres to retail parks and train stations in four different countries as a result of 
being able to facilitate the use of high footfall space as a medium to transact business.
One of SpaceandPeople’s key skills is in understanding the value and type of user for any space at 
any time in any venue, then executing that understanding through the marketing and selling of that 
public space. this is usually done on a revenue share basis with the venue, so we only make money 
if they make money, essentially making our service free to buyers. 9
Annual Report and Accounts for the 12 months ended 31 December 2012
Since inception, our relationships with venues have 
become more sophisticated, with longer term contracts 
of increased value to all parties.  As the first company to 
create this business model, we have innovated constantly so 
that property owners now have a range of online analytics 
and measurement tools which allow them to understand 
the value and utilisation of their common areas.
these spaces are not utilised only for promotions but also 
retailing. the purchase of Retail Profile Europe in 2010 by 
SpaceandPeople enabled venue owners to amalgamate 
their commercialisation into a one stop shop. the 
combined knowledge of both companies and active venue 
space management has also enabled us to help them to 
plan their overall long-term strategy for their space.
GROwtH AREAS
In order to help grow the number of experiential marketing 
events that take place on our clients’ spaces, we need to 
make those parties who are responsible for booking events 
aware of the benefits of this opportunity. Media agencies 
control all the Above the line (A tl) advertising budgets 
(estimated to be £15 billion in the UK last year), however 
uptake by them of experiential campaigns in venues has so 
far been slow. this is due to our industry not being ready 
to support them by providing meaningful and transparent 
data, or making the service easy to purchase. to address 
this need, we along with media buying specialists, have 
invested in S&P+ limited. this company will talk to the 
major media agencies and provide them with the resource 
to include experiential marketing in their strategic decision 
making and budget setting. they will also be supported by 
a web buying portal to facilitate the purchasing of all the 
fundamental building blocks of an experiential campaign: 
logistics, staff, creative, accommodation and tailored 
training packages. the objective is to show agencies and 
brands that experiential marketing in our clients’ venues 
is an essential and cost effective way of promoting a huge 
number of businesses, products and services.
INVEStMENt
2012 saw significant investment in the German mobile kiosk 
roll-out, with the number of units in operation increasing 
from 48 to 99 units in three regions; a fantastic effort by 
the team. Shopping centres in particular are raising their 
game regarding visitor experience and SpaceandPeople 
has responded by developing ground breaking new retail  
unit designs, new approaches for pop-up shops and 
training schemes to ensure that we play a key part in this 
improvement.
to increase the efficiency of the business, we have created 
an automated business intelligence platform. this allows 
managers to have a dashboard of key, real time data that 
they can share with venues and promoters. this investment 
is on-going and we will roll-out new products that support 
and streamline our management of venues during 2013.
 
StRENGtH AND StABIlIty
Diversification of our client base and revenue streams has 
been a key strategic aim of the business. Having revenue 
streams from a number of countries and different product 
types allows us to deal with specific local issues while also 
enabling us to deliver major cross border campaigns for 
customers. this has resulted in us delivering over £30 
million in gross turnover for the first time in 2012 with 
further growth expected in 2013. Retail licensing income is 
set to double in 2013 in Germany, the biggest retail market 
in Europe with an expanding retail property sector, and 
European promotions are growing at a similar pace.
the only missed opportunity in 2012 has been India where 
the business has had a mixed year. the development of the 
kiosks selling MacV sunglasses has been a great success, 
with 7 kiosks operating in Mumbai, Hyderabad and 
Chennai. Planned expansion in 2013 is for another 7 units. 
However, the promotions business of SpaceandPeople 
India has suffered in the slowing Indian economy. the UK 
business found in 2009 that marketing spend in difficult 
economic times is one of the first items in many budgets 
to be cut, however, the promotional budgets in many sales 
departments remained unaffected.  As in the UK, the Indian 
business has now reorganised, strengthened its local sales 
teams and started selling to Sales Directors as well as 
Marketing Directors.  I am pleased to say, although not out 
of the woods yet, the promotional business is making good 
progress in the first quarter of 2013.
the most significant development of the business, in my 
opinion, was that global brands such as Samsung, Vw , 
Microsoft, Skoda and Nokia simultaneously launched 
products using SpaceandPeople’s offices in Germany, India 
and the UK. I see this as the initial step in developing the 
strategic use of experiential marketing as a media with 
SpaceandPeople managed venues being the preferred 
locations.
the first quarter of 2013 has started very positively and 
we look forward to another year of success.
Matthew Bending
Chief Executive Officer
22 March 2013 10 11
Annual Report and Accounts for the 12 months ended 31 December 2012 12
Operating and Financial 
Review
Structure
throughout 2012, the Group continued to take advantage of its business model, which ensures that 
through having a strong core of experienced and talented staff, an in-depth and disciplined training 
programme and stable and robust It systems, it was able to grow across its promotional and retail 
licensing businesses, in both the UK and German marketplaces, at a strong and sustainable rate.
the Group has continued to grow the level of income it provides to its venue partners, and 
therefore its own income. this is as a result of the successful recruitment of additional sales 
management and staff as well as winning significant new contracts in both the UK and Germany as 
a result of our track record, our ability to move quickly to meet their needs and our stability and 
financial strength.
the Group continues to invest in improved systems and support staff that will provide it and its 
partners with enhanced information as well as continuing the programme of recruitment and staff 
development to ensure that revenue is maximised for all parties.
the scalable nature of the business means that additional gross profit can be delivered without 
the need for significant increases in central overheads as has been demonstrated in 2012 and is 
forecast to continue in 2013. 13
Annual Report and Accounts for the 12 months ended 31 December 2012
REVENUE
During 2012, the Group generated £30.11m of gross 
revenue for its clients. this was 12% higher than in the 
previous year. Net revenue earned by the Group was 
£13.06m which represents growth of 22% in absolute 
terms (25% removing the effects of currency movements). 
this growth was driven by the businesses in Germany, 
where promotions revenue increased by 61% to £1.96m 
and retail licensing revenue increased by 124% to £1.97m. 
the UK promotions business also grew by 34% to £3.27m, 
a significant part of which was due to securing the exclusive 
deals with land Securities and Intu across their shopping 
centre portfolios.
During 2012, the Group booked over 10,000 unique 
promotions and mobile kiosks into over 700 venues. the 
volume and value of individual bookings demonstrates 
the diversity of our business as well as its complexity. 
w e believe that we offer the best opportunity for venue 
owners to maximise the income from their mall space as 
well as offering an attractive, current and engaging variety
of promotions and retail offerings.
ADMINIStRAtIVE ExPENSES
In order to deliver the increased revenue, administrative 
expenses grew by 22% to £10.90m. this was due mainly 
to the increase in rent payable to German venues in 
relation to mobile kiosks to £9.92m (2011: £0.43m) and 
the increase in staff as the sales and support team was 
expanded in order to deliver the increased sales to venues. 
the average headcount in the Group increased to 99 from 
81 in 2011. Revenue per employee remained constant at 
£132k as it was in 2011.
PROFIt
Operating profit grew by 37% to £2.37m  (2011: £1.73m) 
and profit before taxation, but after adjusting for minority 
interests, grew by 47% to £2.33m.
the increase in the rate of corporation tax payable from 
25% to 29% is as a result of an increase proportion of the 
profitability of the Group being delivered by the German 
businesses where the combined rate of corporate taxation 
is significantly higher than in the UK.
Basic EPS increased to 8.50p (2011: 6.13p), an increase of 
39% and fully diluted EPS increased to 7.78p (2011: 5.75p). 
Basic EPS is calculated as profit after tax divided by the 
weighted average number of shares in issue during the 
year which was 19,439,527, up from 19,431,063 in 2011. 
Fully diluted EPS also takes into account the number of 
shares that would be issued on the exercise of outstanding 
share options. the weighted average number of shares 
used to calculate the diluted EPS was 21,271,423, up from 
20,712,139 in 2011.
CASH FlOw
the Group generated £2.27m of net cash flow from 
operating activities which was £134k higher than the 
amount generated in 2011. the increases in both trade 
debtors and trade creditors are due to the Group 
facilitating an increased number of long-term contracts 
between venues and promoters that helps improve the 
stability and visibility of sales.
DIVIDENDS
the Group is proposing a final dividend of 3.50p per 
share at the Annual General Meeting on 25 April 2013. 
If approved, this will be paid on 26  April 2013 and will 
be 21% higher than the dividend paid during 2012. this 
dividend would represent a distribution to shareholders of 
41% of the basic EPS in the year which is down from 47% in 
the previous year. w e expect to maintain dividend growth 
broadly in line with EPS going forward. 
POtENtIAl RISKS
Loss of client
the Group has a diverse portfolio of clients and this has 
been added to during 2012 with the significant addition of 
land Securities, Intu and MEC-Metro. the loss of a client is 
not something we take lightly and we go to considerable 
lengths to ensure that our clients are satisfied with the 
level of business, support and quality assurance that they 
receive. As no single contract accounts for more than 15% 
of Group revenue and 17% of gross profit, and given the 
scalability of the business, the loss of a significant client, 
while unwelcome, would not put the results or the 
resources of the business at significant risk especially as 
we continue to attract new clients. 14
Loss of key personnel
the loss of any member of senior management would be 
unwelcome, however, with a large and experienced team 
in place including three Managing Directors in the German 
businesses, a Managing Director in India, a UK Director of 
Sales and a UK V enues Director ,  in addition to the Executive 
Directors, the business is not overly dependent on any one 
individual. there is also a strong and experienced group 
of managers and support staff in all areas of the business 
as well as a large and diverse sales team. Due to the way 
staff are remunerated through competitive basic salaries 
and attractive commission and bonus opportunities, as 
well as the provision of training and an enjoyable working 
environment, the business does not experience a high level 
of staff turnover despite the demands it places upon them.
System failure
whilst no guarantees can be given that all possible 
eventualities are covered, the Group has comprehensive 
and strict policies and contingency plans concerning power 
outages, telecommunications failure, virus protection, 
hardware and software failure, frequent and full offsite 
backup of all data and disaster recovery, with contracts and 
service level agreements in place with suppliers to ensure 
that any disruption and risk to the business is kept to an 
absolute minimum.
Legal claims
the Group constantly reviews its exposure to possible 
legal claims and takes appropriate advice and action to 
protect both itself and its clients where any avoidable risk is 
identified, for example, by amending terms and conditions, 
service agreements and licences.
Economic climate
the business has in the past proven itself to be alert to 
changes in the economic climate in the territories in which 
it operates and has the flexibility to respond to these 
changes to ensure that neither it nor its clients suffer as a 
result. Although much of its business is transacted in a retail 
environment, the Group is neither a retailer nor a landlord 
and what it offers to its clients and customers is access to 
a targeted demographic in appropriate high footfall venues. 
As long as people have a propensity to congregate and 
promoters and operators want to meet their potential 
customers, this will continue to be successful.
Summary
2012 represented another successful year for the Group 
with revenue, profit, EPS and dividends all at record 
highs. the Group achieved this while still investing in key 
management roles, sales and support staff, equipment and 
It infrastructure, not to mention launching S&P+ limited. 
All of this investment has been undertaken to ensure that 
the Group continues to grow strongly throughout 2013 
and beyond.
Gregor Dunlay 
Chief Financial Officer
22 March 2013 15
MacV Eyewear
Successful Launch in India
INtrODuctION
MacV Eyewear was launched in March 2012 by 
SpaceandPeople plc as a sunglass brand following an initial 
pilot, which had identified a gap in the market for high 
quality sunglasses to rival similar brands at the same price 
point. An independent retailer licensed the business model 
for India, starting in one location in Mumbai, which was 
quickly rolled-out to an additional two shopping centres. 
MacV is currently retailing from kiosks in shopping centres 
to establish the brand and increase market presence with 
kiosks in seven locations within three cities in India (Mumbai, 
Hyderabad and Chennai). the brand has a very successful 
up-sell offer for multiple purchases, which accounts for 
a large proportion of sales. A key differentiator from its 
competitors is the breadth and depth of MacV’s product 
range - the kiosks typically retail a wide selection of 120 
styles in at least 2-3 different colours, which is more than 
any other similar brand.
challeNgeS
As India covers such a vast area and has very distinct 
cultural and regional differences, the licensee has found 
that the product range required in each region varies 
dramatically. there are variations in weighting of product 
lines for males and females, lens types and styles. this is 
even the case within a single city such as Mumbai, where 
each kiosk has its own bespoke product mix. Again, due 
to the footprint of the country, there are a number of 
logistical challenges which have had to be overcome. MacV 
is working with its licensee to expand their presence in 
order to service the market throughout India.
 
SucceSS SO Far
SpaceandPeople India has assisted the licensee in securing 
attractive and successful sites within shopping centres 
for the MacV kiosks as well as helping to enhance the 
appearance of these kiosks as the business has developed. 
the licensee has also liaised with shopping centre owners 
to arrange MacV brand sponsorship at key venue events.
 
Pla NS FOr Future
SpaceandPeople and the licensee have already begun work 
to further regionalise the marketing and promotion of 
the business. Once a local presence has been established 
throughout the country and the brand is able to service 
the whole of India, MacV will look to assist in the 
development of the business as a web based retailer in 
addition to physical kiosks in venues. the plan for 2013 
is to oversee the roll-out of an additional 7 to 8 kiosk in 
shopping centres throughout India. As the success of the 
licence model is demonstrated, SpaceandPeople plc will 
look to use this success to roll-out the concept in other 
countries.
Annual Report and Accounts for the 12 months ended 31 December 2012 16
Board and
Senior Management
Biographies 17
Annual Report and Accounts for the 12 months ended 31 December 2012
SENIOR MANAGEMENt
NICK HIll : 
UK DIRECtOR OF SAlES
Nick has worked in media sales for 
over twenty years, including thirteen 
years at the Daily telegraph, selling 
directly to brands and agencies. 
During the last nine years with the
Company, Nick has developed an in-
depth knowledge of the property 
industry and, combining this with 
his sales and media experience, he 
has helped the business to deliver 
increased revenue streams for its 
UK venues while driving forward 
the strategic processes to manage 
such a diverse and multi-faceted sales 
operation. Nick heads up the UK 
sales team ensuring the sales potential 
for on-service venues is maximised.
ANDREw KEIllER : 
UK VENUES DIRECtOR
Andrew is a highly regarded 
commercialisation expert and has 
overseen the growth of promotional 
revenues in many high footfall venues 
such as shopping centres, iconic 
venues, train stations and airports. He 
has international experience having 
lead sales teams in the UK, Canada, 
USA and Singapore.  Andrew joined 
the Group as UK Venues Director in 
Feb 2013, having spent the last eight 
years leading the Venue Acquisition 
and Sales teams as Group Sales 
Director and board member at 
Brandspace.
PARESH KHIVESARA : MANAGING 
DIRECtOR - SPACEANDPEOPlE INDIA
Having attained a degree in commerce 
from Mumbai University, Paresh joined 
a retail telecoms company in Mumbai 
with responsibility for 8 outlets, whilst 
simultaneously gaining a M.Com from 
Mumbai University. He then gained 
an MSc in Retail Management from 
Stirling University. w hilst working for 
Standard l ife Investments in Scotland, 
along with Matthew Bending he 
recognised the opportunity to export 
the SpaceandPeople business model to 
India and helped launch the business 
there in December 2008. Paresh leads 
the management of the Company’s 3 
regional offices and 23 staff.
FRANKA lANGE : M ANAGING DIRECtOR - 
REtAIl PROFIlE EUROPE G mbH
After graduating with a diploma in 
Applied Business languages and 
International Management, Franka 
worked with a business process 
outsourcing company, managing the 
set up and operation of 4 companies 
with 200 sales staff. Franka joined 
SpaceandPeople Germany in 2009 as 
Sales Manager using her expertise to 
accelerate the development of the 
German business and build closer 
relationships with key clients. Since 
2011 Franka has been responsible for 
the development and growth of Retail 
Profile Europe GmbH.
MICHAEl SCHOlty SEK :  MANAGING 
DIRECtOR - SPACEANDPEOPlE GERMANy
After vocational training as an 
exporter and graduating with an 
Economics Degree from the University 
of Hamburg, Michael spent the next 
20 years at a variety of trading firms, 
industrials and international field-
marketing agencies, holding senior 
positions such as Managing Director, 
Director of Marketing & Sales and 
Head of National Sales focusing on 
sales and marketing for leading brands. 
Michael joined SpaceandPeople in 
2012 as joint Managing Director of 
the German company, with specific 
responsibility for service alignment 
and business development.
VOlKER SKIBBE : M ANAGING DIRECtOR - 
SPACEANDPEOPlE GERMANy
Having qualified with a Diploma in 
Business Engineering, Volker spent 
13 years gaining experience in sales 
management including nationwide 
responsibilities for sales teams and 
branches in Germany. He joined 
SpaceandPeople in September 2007 as 
Director of Sales and Administration 
with responsibility to build up and 
develop the Group’s first foreign 
branch. Since the formation of 
SpaceandPeople GmbH in September 
2011 Volker became joint Managing 
Director of the German company. 18
DAVID HENDERSON-wIllIAMS : 
NON-ExECUtIVE CHAIRMAN
David is a co-founder of Hark Group, 
an asset management company 
specialising in shopping centres and 
office buildings. He previously spent 
15 years at Chesterfield Properties 
Plc where he was CEO of the 
American subsidiaries and subsequently 
main board director with overall 
responsibility for the UK investment 
portfolio. He has been a Director of 
SpaceandPeople since October 2006, 
and Chairman since june 2007. He 
is a member of the Remuneration 
Committee.
GREGOR DUNlA y : C HIEF FINANCIAl 
OFFICER & COMPANy SECREtARy
Gregor is a chartered accountant 
having qualified with Price 
w aterhouse in 1994. Gregor joined 
SpaceandPeople in September 
2010 having spent three years with 
Industrious Asset Management 
limited as Finance Director. Prior 
to this, Gregor spent ten years with 
DAKS Simpson Group plc where he 
had various roles including Head of 
Finance and General Manager. Gregor 
is responsible for the finance and 
administrative functions within the 
Group.
MAttHEw BENDING : C O-FOUNDER & 
CHIEF ExECUtIVE OFFICER
Matthew has a BA (Hons) in Politics 
and History, PG Dip in Business 
Administration and the CIM Diploma. 
After many years as an international 
money broker in the City, Matthew 
moved to Scotland to take up the 
post of Marketing Manager for 
Standard life Investments’ Scottish 
shopping centres, which kick-started 
the SpaceandPeople concept. Having 
founded the business twelve years 
ago with Nancy Cullen, Matthew is 
the CEO of the Group with overall 
responsibility for strategy and has 
played a pivotal role in the evolution 
and expansion of the business. 
MARtIN KEMP : 
ExECUtIVE DIRECtOR
After graduating with an Economics 
Degree, Martin spent over twenty 
years at Marks & Spencer, where he 
held a number of senior roles within 
the Clothing & Homeware Divisions, 
as well as a two year Executive 
assignment to the Chairman and 
CEO’s office.  He joined Retail Profile 
in 2008 as Managing Director and 
became a Director of the Group 
upon its acquisition of Retail Profile 
in 2010, with responsibility for retail 
as the business continues to focus on 
this key area.
NANCy CUllEN : C O-FOUNDER & 
CHIEF OPERAtING OFFICER
Having qualified with a degree in 
Business with French and Marketing, 
Nancy started out as a graduate 
trainee with BP and worked for BAA 
before becoming Marketing Manager 
for Eurostar. this was followed by 
seven years as Head of Marketing 
for Brent Cross Shopping Centre. 
Along with her co-founder, Matthew 
Bending, Nancy has been responsible 
for raising the profile of mall space as 
a viable media. She works closely with 
key property portfolios on specialised 
mall strategies to maximise the 
commercialisation potential of the 
venues the Group represents.
CHRIStOPHER StAINFORtH : 
DIRECtOR
Christopher qualified as a chartered 
accountant with Peat, Marwick, 
Mitchell & Co before joining Schroder’ s 
and subsequently becoming Managing 
Director of Corporate Finance at 
UBS Phillips & Drew. He was Head 
of Corporate Finance at Guinness 
Mahon before moving to Ermgassen 
& Co ltd. He later became CEO of 
Durlacher and joined Sapphire as a 
partner before rejoining Ermgassen. 
In 2011, Christopher joined libertas 
Partners where he is Chairman and 
has been a Director of over a dozen 
quoted companies. Christopher is a 
member of the Audit Committee.
CHAIRMAN AND ExECUt IVE DIRECt ORS 19
RICHARD CHADw ICK
On qualifying as a chartered accountant, Richard spent five years with KPMG in Montreal, specialising in retail. Returning 
to the UK, he joined Sainsbury’s, holding several senior finance roles. He set up and ran Sainsbury’s Bank, was a Non-
Executive Director of Shaw’s (their US subsidiary) and jS Developments (their property development subsidiary), and 
was a trustee of their pension funds. Richard Chadwick is Chairman of both the Audit and Remuneration Committees.
MAURICE HEl FGOtt
Maurice is the Founder Director of Investment and Advisory firm Amery Capital, and Chairman of both l ong tall Sally 
and Oliver Sweeney, as well as Senior Independent Director of Moss Bros Group plc.  Maurice has an MBA with High 
Distinction from Harvard Business School and prior to founding Amery Capital, served as an Executive Director on 
the main Board of Marks and Spencer plc, having successfully delivered on a range of operational, buying and general 
management roles during 16 years with the company. He is involved with a number of charitable and not-for-profit 
organisations and is a member of both the Audit and Remuneration Committees.
Al FRED St IRl ING
Fred qualified as a chartered accountant and has been Chairman and Managing Director of Gresham House plc as well 
as founder, Chairman and Managing Director of w elsh Industrial Investment t rust plc, both listed authorised investment 
trusts. He has been instrumental in forming and investing in small start-up companies. He has been a Director of a 
number of quoted companies and was one of the founding Directors and Shareholders of the Group.
NON-Ex ECUt IVE DIRECt ORS
Annual Report and Accounts for the 12 months ended 31 December 2012 20
Report 
of the Directors
The Directors present their annual report and audited financial statements of SpaceandPeople plc  21
Annual Report and Accounts for the 12 months ended 31 December 2012
PRINCIPAl ACtIVItIES
the principal activities of the Group remain the marketing 
and selling of promotional and retail licensing space on 
behalf of shopping centres and other venues throughout 
the UK, Germany and India.
BUSINESS REVIEw
the results for the period and the financial position of the 
Group are shown in the annexed financial statements. 
the review of the business and a summary of future 
developments are included in the Chairman’s Statement, 
the Chief Executive Officer’s Review and the Operating 
and Financial Review on pages 6 to 14.
KEy PERFORMANCE INDICAtORS
the main financial key performance indicators are profit 
before taxation and basic earnings per share. During the 
year profit before taxation increased by 43% to £2.27m 
and basic earnings per share rose by 39% to 8.50p.
the Group maintains records of every booking ever 
undertaken and continually monitors several key areas:
•	 r e v en ue	against	target	and	prior	y ear ;
•	 pr ofitability	against	target	and	prior	y ear ;
•	 v en ue	acquisition, 	perf ormance	and	attrition;
•	 pr omoters	and	operator	types	compar ed	with	
 historic bookings; and
•	 commission	rates	and	occupancy	rates.
PRINCIPAl RISKS AND UNCERtAINtIES
the principal risks and uncertainties affecting the Group 
are explained in the Operating and Financial Review on 
pages 12 and 14.
DIVIDENDS
the dividend paid in April 2012 was £564k (2011: £505k) 
which was 2.90p per share (2011: 2.60p per share). the 
Directors recommend a dividend of £681k being 3.50p 
per share, which will be payable on 26 April 2013 to all 
shareholders on the share register as at 5 April 2013, 
subject to approval at the Annual General Meeting on 25 
April 2013.
tHE DIRECtORS AND tHEIR INtEREStS
the Directors who served during the period under review 
were:
D A H enderson-williams  Non-Executive Chairman
M j Bending   Chief Executive Officer
N j Cullen   Chief Operating Officer
G R Dunlay   Chief Financial Officer
M D Kemp   Executive Director
C G Stainforth   Director
R A Cha dwick   Non-Executive Director
M H Helfgott   Non-Executive Director
A P Stirling   Non-Executive Director
Directors’ interests in the ordinary shares of the Group 
and in share options are disclosed in the Remuneration 
Report on pages 28 to 30. 22
SUBStANtIAl SHAREHOlDINGS
At the date of this report, the following substantial 
shareholdings representing more than 3% of the Group’s 
issued share capital, other than those held by the Directors, 
have been notified to the Group:
 
*  R A Chadwick is a Director of Gresham House plc.
** A P Stirling is a trustee of The Gresham House Number 1    
Pension Scheme (of which he is also a beneficiary).
StAtEMENt OF DIRECtORS’ RESPONSIBIlItIES
the Directors are responsible for keeping adequate 
accounting records that are sufficient to show and explain 
the Company and Group’s transactions and disclose with 
reasonable accuracy at any time the financial position of 
the Company and the Group and to enable them to ensure 
that the financial statements comply with the Companies 
Act 2006. they are also responsible for safeguarding the 
assets of the Company and Group and hence for taking 
reasonable steps for the prevention and detection of fraud 
and other irregularities.
the Directors are responsible for preparing the annual 
report and financial statements in accordance with the 
Companies Act 2006. the Directors are also required to 
prepare financial statements for the Group and parent 
Company in accordance with International Financial 
Reporting Standards as adopted by the European Union 
(IFRSs) and the rules of the london Stock Exchange for
companies trading securities on the Alternative Investment 
Market. Under company law, the Directors must not 
approve the financial statements unless they are satisfied 
that they give a true and fair view of the state of affairs of 
the Group and Company and of the profit or loss of the 
Group for that period.
In preparing the financial statements, the Directors are 
required to:
•	 select	suitable	 accounting	 policies	 and	 then	apply	them
 consistently;
•	 mak e	 judgements	 and	 estimates	 that	 are	 r easonable	 and
 prudent;
•	 state	 whether	 a pplicable	 accounting	 standar ds	 hav e	 been
 followed, subject to any material departures disclosed and
 explained in the financial statements; and
•	 pr epar e	 the	 financial	 statements	 on	 the	 g oing	 concern
 basis unless it is inappropriate to presume that the Group
 will continue in business.
the financial statements are published on the Group’s 
website. the maintenance and integrity of this website 
is the responsibility of the Directors. the work carried 
out by the Auditors does not involve consideration of 
these matters and accordingly, the Auditors accept no 
responsibility for any changes that have occurred to the 
financial statements since they were initially presented on 
the website. legislation in the United Kingdom governing 
the preparation and dissemination of financial statements 
may differ from legislation in other jurisdictions.
Ordinary 1p shares Number % 
Gresham House plc * 2,062,500 10.61 
Michael Bennett 1,599,277 8.23 
Maurice Bennett 1,599,277 8.23 
the Gresham House 
Number 1 Pension Scheme ** 1,186,000 6.10 
julia langkraehr 788,506 4.06 
Roy Mitchell 691,417 3.55 23
Annual Report and Accounts for the 12 months ended 31 December 2012
StAtEMENt AS t O DISClOSURE OF INFORMAtION 
tO A UDItORS
At the date of this report, as far as each of the Directors 
is aware:
•	 ther e	 is	 no	 r ele vant	 audit	 inf ormation	 (as 	 defined 	 in
 the Companies Act 2006) of which the Group’s 
 Auditors are unaware; and
•	 each	 Dir ector	 has	 tak en	 all	 steps	 that	 the y	 ought	 to	 hav e 	
 taken to make themselves aware of any relevant audit
 information and to establish that the Auditors are aware
 of that information.
GOING CONCERN
After making enquiries, the Directors have formed a 
judgement that at the time of approving the financial 
statements there is a reasonable expectation that the 
Group has adequate resources to continue its operational 
existence for the foreseeable future. For this reason, the 
Directors continue to adopt a going concern basis in 
preparing the financial statements.
PAyMENtS t O SUPPlIERS
whilst no formal code is adopted, the Group’s current 
policy concerning the payment of its creditors is to:
•	 settle	 the	 terms	 of	 pa yment	 with	 cr editors	 when	 agr eeing	
 the terms of each transaction;
•	 ensur e	 that	 those	 cr editors	 are	 made	 a war e	 of	 the	 terms	
 of payment by inclusion of the relevant terms in contracts; 
 and pay in accordance with its contractual and other legal 
 obligations.
•	 the	 pa yment	 policy	 a pplies	 to	 all	 pa yments	 to	 cr editors	
 for revenue and capital supplies of goods and services 
 without exception.
CHARItABlE DONAtIONS
there were no donations to political parties or charitable 
organisations during the period (2011: £nil).
FINANCIAl RISK REVIEw
Detailed financial risk management objectives and policies 
are disclosed in note 22 in the accounts.
EMPlOyMENt POlICIES
the Group is committed to complying with applicable 
employment laws in each country in which it operates. 
the Group is committed to fair employment practices, 
including prohibiting all forms of discrimination as well as 
granting equal access and fair treatment to all employees 
on the basis of merit. wherever possible we provide the 
same opportunities for disabled people as for others and 
if employees become disabled we would make every effort 
to keep them in our employment, with appropriate training 
where required.
HEAlt H AND SAFEty POlICIES
the Group is committed to conducting its business in a 
manner which ensures high standards of health and safety 
for its employees, visitors and the general public.
AUDItOR
the Auditors, Campbell Dallas llP, have expressed their 
willingness to continue in office as Auditors and will be 
proposed for re-appointment at the Annual General 
Meeting.
On behalf of the Board
Gregor Dunlay
Chief Financial Officer
22 March 2013
   24
INtr ODuct ION
As SpaceandPeople plc is listed on the Alternative Investment Market it is not required to comply 
with the provisions of the UK Corporate Governance Code (the “Code”) issued in October 
2012. However, the Board is committed to high standards of corporate governance and has 
established governance procedures and policies that are considered appropriate to the nature 
and size of the Group. t he Board considers that at this stage in the Group’s development the 
expense and practicalities of full compliance with the Code is not appropriate. t his report sets out 
the procedures and systems currently in place and explains why the Board considers them to be 
effective. t he Board is committed to reviewing compliance with the Code on a regular basis. 
Corporate Governance 
Report  25
Annual Report and Accounts for the 12 months ended 31 December 2012
tHE BOARD
the Code requires the Company to have an effective Board 
which is collectively responsible for the long-term success 
of the Company through leadership within a framework of 
controls that assess and manage risk.
the Board comprises five Executive Directors and four 
Non-Executive Directors whose biographies are presented 
on pages 18 and 19.
David Henderson-williams is Chairman of the Group 
and Matthew Bending is Chief Executive Officer. Matthew 
is also one of the founders of SpaceandPeople and is a 
significant shareholder. It is his responsibility to ensure 
that the strategic and financial objectives of the Group 
as agreed by the Board are delivered upon. the Board’s 
four Non-Executive Directors act as a sounding board and 
challenge the Executive Directors both at formal Board 
meetings and on a regular and informal basis concerning 
the performance of management in meeting agreed 
goals and objectives. Each member of the Board brings 
different experience and skills to the Board and its various 
Committees. the Board composition is kept under review 
as this mix of skills and business experience is a major 
contributing factor to the proper functioning of the Board, 
helping to ensure matters are fully debated and that no 
individual or group dominates the Board decision-making 
process.
Matters referred to the Board are considered by the Board 
as a whole and no one individual has unrestricted powers of 
decision. Matters that require the Board’s specific approval 
include Group strategy, annual budgets and forecasts, 
acquisitions, disposals, annual reports, interim statements, 
changes to the Group’s capital structure, significant funding 
requirements and nominations for Board and Committee 
appointments.
where Directors have concerns which cannot be resolved 
in connection with the running of the Group or a proposed 
action, their concerns would be recorded in the Board 
Minutes. this course of action has not been required to 
date. the Directors can obtain independent professional 
advice at the Company’s own expense in performance of 
their duties as Directors.
Each year at the Annual General Meeting, one-third of the 
Directors are required to retire by rotation, provided all 
Directors are subject to re-election at intervals of no more 
than three years. this year, Gregor Dunlay, Nancy Cullen 
and Martin Kemp are scheduled to retire by rotation and 
have confirmed their willingness to be put forward for re-
election at the 2013 Annual General Meeting.
the Board has established two Committees to deal 
with specific aspects of the Board’s affairs: Audit and 
Remuneration Committees. 26
Att ENDANCE At BOARD AND COMMIttEE MEEtINGS
Attendance of Directors at Board and Committee meetings convened in the year, along with the number of meetings 
that they were invited to attend, are set out below:
 Board Remuneration  Audit
  Committee Committee
  Held Attended Held Attended Held Attended
D A H enderson-williams - Non-Executive Chairman 7 6 1 1 - -
M j Bending  - Chief Executive Officer  7 7 - - - -
N j Cullen - Chief Operating Officer  7 7 - - - -
G R Dunlay - Chief Financial Officer  7 7 - - - -
M D Kemp - Executive Director  7 7 - - - -
C G Stainforth - Director  7 6 - - 2 2
R A Chadwick - Non-Executive Director  7 7 1 1 2 2
M H Helfgott - Non-Executive Director  7 7 1 1 2 2
A P Stirling - Non-Executive Director  7 4 - - - -
 
AUDIt COMMIttEE
the Audit Committee, comprising Richard Chadwick (Chairman), Christopher Stainforth and Maurice Helfgott was 
established during 2012. the Board considers that the members of the Committee have recent and relevant financial 
experience. If required, the Committee is entitled to request independent advice at the Company’s expense in order for 
it to effectively discharge its responsibilities.
the Committee’s main role and responsibilities are to:
•	 monitor	the	integrity	of	the	financial	statements	of	the	Gr oup;
•	 r e vie w	the	Gr oup’ s	ar rangements	in	r elation	to	whistleblo wing	and	fraud;
•	 mak e	r ecommendations	to	the	Boar d, 	to	be	put	to	shar eholders	for	a ppr o val	at	the	 A GM, 	in	r elation	to	the
 appointment of the Company’s external Auditor;
•	 discuss	the	natur e , 	extent	and	timing	of	the	external	 Auditor’ s	pr ocedur es	and	findings; 	and
•	 r epor t	 to	 the	 Boar d	 whate v er	 r ecommendations	 it	 deems	 a ppr opriate	 on	 any	 ar ea	 within	 its	 r emit	 wher e	 action	 or	
 improvement is needed.
the Committee is scheduled to meet twice in each financial year and at other times if necessary. 27
Annual Report and Accounts for the 12 months ended 31 December 2012
INtERNAl CONtRO l PROCEDURES
the Board is responsible for the Group’s system of internal controls and risk management and has established systems to 
ensure that an appropriate level of oversight and control is provided. the systems are reviewed for effectiveness annually 
by the Audit Committee and the Board. the Group’s systems of internal control are designed to help the business meet 
its objectives by appropriately managing, rather than eliminating, the risks to those objectives, and to provide reasonable, 
but not absolute assurance against material misstatement or loss. Executive Directors and senior management meet to 
review both the risks facing the business and the controls established to minimise those risks and their effectiveness 
in operation on an on-going basis. the aim of these reviews is to provide reasonable assurance that material risks and 
problems are identified and appropriate action is taken at an early stage.
RElAtIONS wItH SHAREHOlDERS
the Board recognises the importance of regular and effective communication with shareholders. the primary forms of 
communication are:
•	 the	ann ual	and	interim	financial	statements;
•	 in v estor	and	anal yst	pr esentations	and	discussions;
•	 announcements	r eleased	to	the	London	Stock	Exchange; 	and
•	 the	 Ann ual	General	Meeting. Remuneration 
Report 
28 29
Annual Report and Accounts for the 12 months ended 31 December 2012
REMUNERAtION COMMIttEE
the Group has a Remuneration Committee comprising 
three Non-Executive Directors, Richard Chadwick 
(chairman), Maurice Helfgott and David Henderson-
williams.
the Committee’s main role and responsibilities are as 
follows:
 
•	 to 	 determine 	 and 	 agr ee 	 with 	 the 	 Boar d, 	 the 	 r em uneration	
 of the Group’s Chief Executive,  Executive Directors 
 and such other members of the executive management 
 as it is designated to consider;
•	 to	 r eview	 the	 ong oing	 a ppr opriateness	 and	 r ele vance	
 of the remuneration policy;
•	 to 	 appr ov e 	 any 	 perf ormance 	 r elated 	 pay 	 schemes 	 and	
 approve the total annual payments made under such 
 schemes; and
•	 to	 r eview	 shar e	 incentiv e	 plans	 and	 for 	 any	 such	 plans, 	
 determine each year whether awards will be made, and 
 if so, the overall amount of such awards, the individual 
 awards to Executive Directors and other senior 
 executives and the performance targets to be used.
the Committee meets at least once a year.
REMUNERAtION OF ExECUtIVE DIRECtORS
the Group’s policy on the remuneration of Executive 
Directors is to provide a package of benefits, including 
salary, bonuses and share options, which reward success 
and each individual’s contribution to the Group’s overall 
performance in an appropriate manner. 
the remuneration packages of the Executive Directors 
comprise the following elements:
•	 Ba sic 	 sa lar y 	 - 	 Th e 	 Re m u ner atio n 	 Co mmi ttee 	 se ts 	 ba sic 	 	
 salaries to reflect the responsibilities, skill, knowledge 
 and experience of each Executive Director.
•		 Bon us	 scheme	 -	 The	 Ex ecutiv e	 Dir ectors	 are	 eligible	
 to receive a bonus in addition to their basic salary 
 conditional upon both the Group and the individual 
 concerned achieving their performance targets. 
 Performance targets are set for each individual Director 
 to ensure that they are relevant to their role.
•		 P ensions 	 - 	 P ension 	 contributions 	 to 	 individual’ s 	 personal	
 pension plans are payable by the Group at the rate of 
 5% of the individual Director’s basic salary.
•		 Shar e 	 options 	 - 	 The 	 Gr oup 	 operates 	 a 	 shar e 	 option 	 plan	
 for both Executive Directors and employees. Further 
 details of the plan and outstanding options as at 31 
 December 2012 are given in note 26 to the financial 
 statements.
•		 Other	 benefits	 -	 The	 Ex ecutiv e	 Dir ectors	 are	 entitled	
 to life insurance cover and to join the Group’s Private 
 Medical Insurance scheme.
All the Executive Directors are engaged under service 
contracts which require a notice period of 12 months.
REMUNERAtION OF NON-ExECUtIVE DIRECtORS
the remuneration of the Non-Executive Directors is 
determined by the Executive Directors.     DIRECtORS’ REMUNERAtION
Details of individual Directors’ emoluments for the year are as follows:
 Salary or fees Bonus Benefits Pension 2012 2011 
    contributions 
 £ £ £ £ £ £
David Henderson-williams 15,000 - - - 15,000 10,000
Matthew Bending 133,250 10,000 1,638 4,997 149,885 132,128
Nancy Cullen 112,750 10,000 1,090 4,356 128,196 101,719
Gregor Dunlay 102,500 10,000 1,309 3,844 117,653 92,975
Martin Kemp 123,000 10,000 2,377 4,612 139,989 122,377
Christopher Stainforth 25,000 - - - 25,000 25,000
Richard Chadwick 15,000 - - - 15,000 15,000
Maurice Helfgott 25,000 - - - 25,000 25,000
Fred Stirling 12,000 - - - 12,000 8,000
 563,500 40,000 6,414 17,809 627,723 532,199
* paid to Amery Capital Ltd
** paid to Friars Management Services Ltd
DIRECtORS’ INtEREStS IN SHARES
the interests of the Directors in the shares of the Company at 31 December 2012, together with their interests at 31 
December 2011, were as follows:
 31 December 2012 31 December 2011
David Henderson-williams 40,000 40,000
Matthew Bending 2,064,500 2,064,500
Nancy Cullen 1,533,000 1,533,000
Martin Kemp 198, 064 198,064
Richard Chadwick 42,500 42,500
Maurice Helfgott 1,033,894 1,033,894
Christopher Stainforth - 128,984
Fred Stirling 985,818 985,818
DIRECtORS’ INtEREStS IN SHARE OPtIONS
t he interests of the Directors at 31 December 2012 in options over the ordinary shares of the Company were as follows:
 At 31 Granted Exercised Surrendered lapsed At 31 Exercise Date of  Date from Expiry date
 December     December Price Grant  which 
 2011     2012    exercisable
David Henderson-williams 25,000  - - - 25,000 65p 5/9/2006 5/9/2009 5/9/2013
Matthew Bending - 120,000 - - - 120,000 70p 27/3/2012 27/3/2015 27/3/2022
Nancy Cullen - 120,000 - - - 120,000 70p 27/3/2012 27/3/2015 27/3/2022
Gregor Dunlay - 120,000 - - - 120,000 70p 27/3/2012 27/3/201 27/3/2022
Martin Kemp - 120,000 - - - 120,000 70p 27/3/2012 27/3/2015  27/3/2022
Christopher Stainforth 193,499 - - - - 193,499 88.6p 22/10/2009 1/11/2012 31/10/2014
 56,501 - - - - 56,501 88.6p 22/10/2010 1/11/2013 31/10/2015
 138,164 - - - - 138,164 88.6p 21/5/2010 1/11/2013 31/10/2015
 194,665 - - - - 194,665 88.6p 21/5/2010 1/11/2014 31/10/2016
 582,829 - - - - 582,829    
All of these share options, with the exception of those granted to David Henderson-Williams, are subject to performance criteria.
Richard Chadwick, Chairman of the Remuneration Committee
22 March 2013
30 SpaceandPeoplePlus offers the experiential agency sector 
tools and services to maximise the effectiveness of 
campaigns
BackgrOuND
SpaceandPeoplePlus is a compelling new offering to the 
experiential industry, a full media owner service which 
builds on the destination media service currently offered 
by SpaceandPeople, expanding into all the different venue 
and outsourced sectors purchased by the experiential 
marketing industry.  It will provide a one stop shop for 
venue and general procurement sourcing. the company 
aims to fill a void in brand experience, namely the lack 
of an industry representative body to market the 
experiential channel, showing how to drive value from it, 
and build share for it.   Marketed correctly, the experiential 
marketing sector should be getting a greater share of 
budget in integrated marketing campaigns.
SpaceandPeoplePlus aims to educate agencies on how to 
target and connect with a group of consumers known 
as Conversation Catalysts, the most influential and 
connected group in the populace who make up 7.6 per 
cent of the UK population and are the most influential for 
establishing long-term brand value via word of mouth. In 
addition, the company is aiming to consolidate industry 
purchasing to effectively drive cost down and quality up, 
growing the market through lowering the cost of client 
entry. 
this strategy grows the market, grows SpaceandPeople’s 
venue share within it and diversifies SpaceandPeople’s 
service delivery from the current 5% mall specific venue 
sales element of budget, into the balance of 60% of spend 
outsourcing that is driven from this market.  the market 
is estimated to be worth £400m.
A sophisticated online campaign planner and one point 
purchasing system is available via the website, offering 
agencies integrated planning and sourcing systems, saving 
human resource and driving efficiency. this includes an 
ever expanding database of venue metrics, demographics 
and industry research, providing a unique platform of 
expertise for planners and buyers to tap into.
the service also aims to raise standards for the industry 
by offering industry specific, accredited training, initially to 
drivers specialising in the event and experiential sector 
to ensure legal obligations are met, agencies are using top 
quality professionals, and maximum logistical efficiencies 
are driven.
challeNgeS
the current challenge is to raise awareness of the 
imbalance between the consistently increasing dominance 
of brand conversations face-to-face in recent years 
and the comparably low budget share of experiential 
marketing (the total media market is c£16bn), making 
it a relatively untapped market. Conversation Catalysts 
are the key to this as brands that reach out to them will 
see long-term gains, helping to justify the higher cost per 
contact that brand experience brings compared to other 
media channels.
SucceSS SO Far
SpaceandPeoplePlus has already secured cooperation 
with a range of core industry suppliers and is aggressively 
expanding that list. In addition, 27 agencies put the systems 
on trial in the first week after launch.
Pla NS FOr Future
As the company is very much in its infancy, the key focus 
in the coming months is to:
•	 Educate	 buy ers	 in	 the	 benefits	 of	 targeting	 Con v ersation	
 Catalysts effectively.
•	 Gain	standar d	use	of	the	compan y	systems	industr y	
 wide.
•	 Engage	as	br oad	a	gr oup	of	suppliers	as	possible , 	
 facilitating a one stop shop.
31
SpaceandPeoplePlus (S&P+)
Tools and Services
Annual Report and Accounts for the 12 months ended 31 December 2012 32
Independent Auditor’s 
Report 
tO the SharehOlDerS OF SPaceaNDPeOPle Plc 
we have audited the financial statements of SpaceandPeople plc for the year ended 31 December 
2012 which comprise the Consolidated Statement of Comprehensive Income, the Group and 
Parent Company Statements of Financial Position, the Group and Parent Company Statements of 
Changes in Equity, the Group and Parent Company Statement of Cash Flows and the related notes.  
the financial reporting framework that has been applied in their preparation is applicable law and 
International Financial Reporting Standards (IFRSs) as adopted by the European Union.
this report is made solely to the company’s members, as a body, in accordance with Chapter 3 of 
Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state 
to the Company’s members those matters we are required to state to them in an Auditor’s report 
and for no other purpose. t o the fullest extent permitted by law, we do not accept or assume 
responsibility to anyone other than the Company and the Company’s members as a body, for our 
audit work, for this report, or for the opinions we have formed. 33
Annual Report and Accounts for the 12 months ended 31 December 2012
RESPECtIVE RESPONSIBIlItIES OF DIRECtORS AND 
AUDItORS
As explained more fully in the Statement of Directors’ 
Responsibilities set out on page 22, the Directors are 
responsible for the preparation of the financial statements 
and for being satisfied that they give a true and fair view. 
Our responsibility is to audit the financial statements in 
accordance with applicable law and International Standards 
on Auditing (UK and Ireland). these standards require us 
to comply with the Auditing Practices Board’s (APB’s) 
Ethical Standards for Auditors.
SCOPE OF tHE AUDIt OF tHE FINANCIAl 
StAtEMENtS
An audit involves obtaining evidence about the amounts 
and disclosures in the financial statements sufficient to 
give reasonable assurance that the financial statements 
are free from material misstatements, whether caused by 
fraud or error.  this includes an assessment of:  whether 
the accounting policies are appropriate to the Company’s 
circumstances and have been consistently applied and 
adequately disclosed; the reasonableness of significant 
accounting estimates made by the Directors; and the 
overall presentation of the financial statements. In addition, 
we read all the financial and non-financial information in 
the Annual Report to identify material inconsistencies with 
the audited financial statements. If we become aware of 
any apparent material misstatements or inconsistencies we 
consider the implications for our report.
OPINION ON FINANCIAl StAtEMENtS
In our opinion the financial statements:
  
•	 hav e 	 been 	 pr operl y 	 pr epar ed 	 in 	 accor dance 	 with 	 IFRSs 	 	
 as adopted by the European Union;  and
•	 hav e 	 been 	 pr epar ed 	 in 	 accor dance 	 with 	 the 	 r equir ements 	 	
 of Companies Act 2006.
OPINION ON OtHER MAttERS PRESCRIBED By tHE 
COMPANIES ACt 2006
In our opinion the information given in the Directors’ 
Report for the financial year for which the financial 
statements are prepared is consistent with the financial 
statements.
MAttERS ON wHICH wE ARE REqUIRED t O 
REPORt By ExCEPtION
w e have nothing to report in respect of the following 
matters where the Companies Act 2006 requires us to 
report to you if, in our opinion:
•	 adequate accounting records have not been kept, or  
 returns adequate for our audit have not been received  
 from branches not visited by us;  or
•	 the financial statements are not in agreement with the  
 accounting records and returns;  or
•	 certain disclosures of Directors’ remuneration specified  
 by law are not made;  or
•	 we have not received all the information an explanation 
 we require for our audit.
Donald Boyd 
(Senior Sta tutory Auditor) 
for and on behalf of Campbell Dallas llP 
Chartered Accountants & Sta tutory Auditors
titanium 1, King’s Inch Place, 
Renfrew, PA4 8wF
22 March 2013
•	 g i ve 		 a 	true 	and 	fair 	view 	of 	the 	state 	of 	the 	Group’ s 	
 and of the Parent Company’s affairs as at 31 December 
 2012 and of the Group’s profit for the period then 
 ended; 34
ConSoliDaTeD GrouP STaTemenT of ComPrehenSive inCome
 notes 12 months to 12 months to
  December ‘12 December ‘11 
  £’000 £’000
Revenue 4 13,055 10,660 
administration expenses  (10,900) (8,905) 
other operating income  216 73
Operating profit  4 2,371 1,828
before non-recurring costs 
non-recurring costs 5 - (95) 
  
Operating profit  6 2,371 1,733
finance costs 8 (97) (145) 
  
Profit before taxation  2,274 1,588
Taxation 9 (678) (397)
Profit after taxation  1,596 1,191
Other comprehensive income 
foreign exchange differences on translation 
of foreign operations  (29) (49)
t otal comprehensive income for the period  1,567 1,142
Profit for the year attributable to: 
owners of the Company  1,654 1,191
non-controlling interests  (58) -
  1,596 1,191
t otal comprehensive income for the period attributable to:
owners of the Company  1,625 1,142 
non-controlling interests  (58) - 
t otal comprehensive income for the period  1,567 1,142
  
Earnings per share 26   
Basic – before non-recurring costs  8.50p 6.49p
Basic – after non-recurring costs  8.50p 6.13p
Diluted – before non-recurring costs  7.78p 6.09p
Diluted – after non-recurring costs  7.78p 5.75p 35
Annual Report and Accounts for the 12 months ended 31 December 2012
ConSoliDaTeD GrouP STaTemenT of finanCial PoSiTion
Company number SC212277
 notes 31 December ‘12 31 December ‘11
  £’000 £’000
Assets   
Non-current assets:   
Goodwill 12 8,225 7,981 
investment in associates 13 - 156 
other intangible assets 14 20 26 
Property, plant & equipment 15 1,362 1,220 
  9,607 9,383 
 
Current assets:   
Trade & other receivables 17 3,839 3,015 
Cash & cash equivalents 18 2,019 1,433 
  5,858 4,448 
t otal assets  15,465 13,831 
  
liabilities   
Current liabilities:   
Trade & other payables 19 5,069 4,219 
Current tax payable 19 289 246 
other borrowings 20 455 738 
  5,813 5,203 
Non-current liabilities:   
Deferred tax liabilities 16 10 10 
long-term loan 21 730 958 
  740 968 
t otal liabilities  6,553 6,171 
Net assets  8,912 7,660 
Equity   
Share capital 24 194 194 
Share premium  4,830 4,816 
Special reserve  233 233 
retained earnings  3,478 2,417 
Equity attributable to owners of the Company  8,735 7,660 
non-controlling interest  177 - 
t otal equity  8,912 7,660 
 
The financial statements were approved by the Board of Directors and authorised for issue on 22 march 2013.
Signed on behalf of the Board of Directors by
Matthew Bending - Director 36
ConSoliDaTeD GrouP STaTemenT of CaSh flowS
 notes 12 months to 12 months to
  December ‘12 December ‘11  
  £’000 £’000 
 
Cash flows from operating activities    
Cash generated from operations  3,001 2,738 
interest paid  (97) (145)
Taxation  (635) (458) 
Net cash inflow from operating activities  2,269 2,135  
  
Cash flows from investing activities    
Purchase of intangible assets 14 (30) (4) 
Purchase of property, plant & equipment 15 (424) (745) 
Net cash (outflow) from investing activities  (454) (749)  
   
Cash flows from financing activities    
Proceeds from issue of shares  14 - 
funding costs on acquisition of subsidiary, net of cash received  (168) - 
repayment of bank loan / loan notes  (463) (1,977) 
new bank facility received  235 265 
Dividends paid 11 (564) (505) 
Net cash (outflow) from financing activities  (946) (2,217)  
   
Increase / (decrease) in cash and cash equivalents  869 (831) 
Cash and cash equivalents at beginning of period  1,150 1,981 
Cash and cash equivalents at end of period 18 2,019 1,150
Reconciliation of operating profit to net cash flow from operating activities   
operating profit   2,371 1,733 
amortisation of intangible assets 14 36 66 
Depreciation of property, plant & equipment 15 310 191 
effect of foreign exchange rate moves  (29) (49) 
(increase) / decrease in receivables  (497) (373) 
increase / (decrease) in payables  810 1,170
Cash flow from operating activities  3,001 2,738   37
Annual Report and Accounts for the 12 months ended 31 December 2012
GrouP STaTemenT of ChanGeS in equiTy
 Share Share Special retained non-controlling Total
 capital premium reserve earnings interest equity
 £’000 £’000 £’000 £’000 £’000 £’000 
       
At 31 December 2010  194 4,816 233 1,780 - 7,023 
 
Comprehensive income:       
foreign currency translation - - - (49) - (49) 
Profit for the period - - - 1,191 - 1,191 
t otal comprehensive income - - - 1,142 - 1,142 
      
transactions with owners:       
Dividends paid - - - (505) - (505) 
t otal transactions with owners - - - (505) - (505)
At 31 December 2011 194 4,816 233 2,417 - 7,660 
Comprehensive income:       
foreign currency translation - - - (29) - (29) 
Profit for the period - - - 1,654 (58) 1,596 
t otal comprehensive income - - - 1,625 (58) 1,567 
       
Shares issued - 14 - - - 14
Dividends paid - - - (564) - (564)
minority interest on acquistion - - - - 235 235
 - 14 - (564) 235 (315)
At 31 December 2012 194 4,830 233 3,478 177 8,912 
 
 
      38
noTeS To The GrouP finanCial STaTemenTS
1. GENERAl INFORMAtION
SpaceandPeople plc is a public limited company incorporated and domiciled in Scotland (registered number SC212277) 
which is listed on AIM (dealing code SAl).
2. BASIS OF PREPARAtION
the Group’s financial statements for the period ended 31 December 2012 and for the comparative period ended 31 
December 2011 have been prepared on a going concern basis under the historical cost convention in accordance with 
International Financial Reporting Standards (IFRS) as adopted by the European Union (EU) and International Financial 
Reporting Interpretations Committee (IFRIC) interpretations, and with those part of the Companies Act 2006 applicable 
to companies reporting under IFRS.
the Directors have, at the time of approving the financial statements, a reasonable expectation that SpaceandPeople has 
adequate resources to continue in operational existence for the foreseeable future. thus, they continue to adopt the 
going concern basis of accounting in preparing the financial statements.
Future accounting developments
New and revised IFRSs affecting amounts reported in the current period (and/or prior periods)
the following new and revised IFRSs have been applied in the current period and have affected the amounts reported in 
these financial statements. 
New and revised IFRSs affecting presentation and disclosure only
title Implementation Effect on Group
Amendment to IAS 1,  1 july 2012 None
‘Financial statement presentation’,
regarding other comprehensive income 
   
New and revised IFRSs applied with no material effect on the consolidated financial statements
title Implementation Effect on Group
Amendment to IAS 12, ‘Income taxes’, on deferred tax 1 january 2012 None
the following standard will be introduced in future periods
title Implementation Effect on Group
IAS 19 - Amendment to ‘Employee benefits’  Annual periods beginning None 
 on or after 1 january 2013
 
IAS 27: (Revised 2011) Annual periods beginning None
‘Separate financial statements’ on or after 1 january 2013
IAS 32: Amendments to  Annual periods beginning None 
‘Financial instruments presentation’ on or after 1 january 2014
on asset and liability offsetting
 
IFRS 9 – Financial instruments Annual periods beginning None 
 on or after 1 january 2015  39
Annual Report and Accounts for the 12 months ended 31 December 2012
title Implementation Effect on Group
IFRS 10 - Consolidated financial statements Annual periods beginning None 
 on or after 1 january 2013
IFRS 11 - joint arrangements Annual periods beginning None
 on or after 1 january 2013 
IFRS 12 - Disclosure of interests in other entities Annual periods beginning None
 on or after 1 january 2013
 
IFRS 13 - Fair value measurement Annual periods beginning None
 on or after 1 january 2013
 
IFRS 7 – Amendments to ‘Financial instruments: Annual periods beginning None
Disclosures’ on asset and liability offsetting on or after 1 january 2013
 
Management anticipates that the standards and interpretations in issue but not yet effective will be adopted in the financial 
statements when they become effective and foresee currently no material impact by the adoptions on the financial 
statements of the Group in the period of initial application. However, this will be assessed further upon implementation.
3. ACCOUNtING POlICIES
Statement of compliance
the consolidated financial statements have been prepared in accordance with International Financial Reporting Standards.
Basis of consolidation 
the consolidated financial statements incorporate the financial statements of the Company and entities controlled by 
the Company (its subsidiaries).  Control is achieved where the Company has the power to govern the financial and 
operating policies of an entity so as to obtain benefits from its activities.
the results of subsidiaries acquired or disposed of during the period are included in the consolidated statement of 
comprehensive income from the effective date of acquisition and up to the effective date of disposal, as appropriate.  t otal 
comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests 
even if this results in the non-controlling interests having a deficit balance.
when necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into 
line with those used by other members of the Group.
All intra-group transactions, balances, income and expenses are eliminated in full on consolidation.
Business combinations
Acquisitions of 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 the assets 
transferred by the Group, liabilities incurred by the Group to the former owners of the acquiree and the equity interests 
issued by the Group in exchange for control of the acquiree.  Acquisition-related costs are generally recognised in profit 
or loss as incurred.
At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognised at their fair value at the 
acquisition date.  40
Goodwill is measured as the excess of the sum of the consideration transferred, 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 excess is recognised immediately in profit or loss as a bargain purchase gain.
Goodwill
Goodwill arising on an acquisition of a business is carried at cost as established at the date of acquisition of the business 
(see above) less accumulated impairment losses, if any.
For the purpose of impairment testing, goodwill is allocated to each of the Group’s cash-generating units (or groups of 
cash-generating units) that is expected to benefit from the synergies of the combination.
A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when 
there is indication that the unit may be impaired.  If the recoverable amount of the cash-generating unit is less than its 
carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the 
carrying amount of each asset in the unit.  Any impairment loss of goodwill is recognised directly in the consolidated 
statement of comprehensive income.  An impairment loss recognised for goodwill is not reversed in subsequent periods.
On disposal of the relevant cash-generating unit, the attributable amount of goodwill is included in the determination of 
the profit or loss on disposal.
the Group’s policy for goodwill arising on the acquisition of an associate is described below.
Investments in subsidiaries
the parent Company’s investments in subsidiary undertakings are included in the Company statement of financial 
position at cost, less provision for any impairment in value.
Investments in associates
the results, assets and liabilities of associates are incorporated in the consolidated financial statements using the equity 
method of accounting.  Under the equity method, an investment in an associate is initially recognised in the consolidated 
statement of financial position at cost and adjusted thereafter to recognise the Group’s share of the profit or loss 
and other comprehensive income of the associate. when the Group’s share of losses of an associate exceeds the 
Group’s interest in that associate (which includes any long-term interest that, in substance, form part of the Group’s 
net investment in the associate), the Group discontinues recognising its share of further losses.  Additional losses are 
recognised only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf 
of the associate.
where there is no material difference between the cost of investment in an associate and the Group’s share of its net 
assets no adjustment is made and the associate is carried at cost.
the requirements of IAS 39 are applied to determine whether it is necessary to recognise any impairment loss with 
respect to the Group’s investment in an associate.  when necessary, the entire carrying amount of the investment 
(including goodwill) is tested for impairment in accordance with IAS36 Impairment of Assets as a single asset by comparing 
its recoverable amount (higher value in use and fair value less costs to sell) with its carrying amount.  Any impairment 
loss recognised forms part of the carrying amount of the investment.  Any reversal of that impairment loss is recognised 
in accordance with IAS 36 to the extent that the recoverable amount of the investment subsequently increases.
when a Group entity transacts with its associate, profits and losses resulting from the transactions with the associate 
are recognised in the Group’s consolidated financial statements only to the extent of interests in the associate that are 
not related to the Group. 41
Annual Report and Accounts for the 12 months ended 31 December 2012
Revenue
Revenue is measured at the fair value of consideration received or receivable. Revenue is shown net of value-added tax, 
rebates and discounts and after eliminating intergroup sales.  Revenue is recognised when the amount of revenue can 
be measured reliably it is probable that future economic benefits will flow to the Group and when any specific delivery 
criteria have been met.
Commission
Revenue from commission is recognised when the following conditions are satisfied;
•	 Contract	is	agr eed	with	pr omoter	/	mer chant
•	 V en ue	acceptance	of	contract
•	 In v oice	issued	and	no	fur ther	input	anticipated
leasing Income
Revenue from leasing activities is recognised on a straight line basis over the term of the lease.
Royalties
Royalty revenue is recognised on an accrual basis in accordance with the substance of the relevant agreement.  Royalties 
determined on a time basis are recognised on a straight line basis over the period of the agreement.
Interest income 
Interest income from a financial asset is recognised when it is probable that the economic benefits will flow to the Group 
and the amount of income can be measured reliably. Interest income is accrued on a time basis, by reference to the 
principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future 
cash receipts through the expected life of the financial asset to the asset’s net carrying amount on initial recognition.
leasing
leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of 
ownership to the lessee. All other leases are classified as operating leases.
Property, plant & equipment
Depreciation is provided at the annual rates below in order to write off each asset over its estimated useful life. 
Plant & equipment - 12.5% of cost
Fixtures & fittings - 25% of cost  
Computer equipment - 25% of cost
Property, plant & equipment is stated at cost less accumulated depreciation to date.
Intangible assets
website development costs 
t he Group capitalises all costs directly attributable to further developing its websites, while costs which relate to on-going 
maintenance are expensed as they arise. the capitalised costs are depreciated over three years.
Foreign development
the Group capitalises costs relating to the development of its process and service in certain foreign markets. Costs 
are only capitalised where the Group considers that there is a clearly definable project and in each case a process is 
separately identifiable which has its own individual value. Costs are capitalised in relation to countries where there is a 
reasonable expectation that future revenues will exceed capitalised costs. where the criteria for capitalisation are not 
met, costs are written off in the year incurred. Capitalised costs are written off over five years.  42
Patents and trademarks 
the costs of obtaining patents and trademarks are capitalised and written off over the economic life of the asset acquired. 
Impairment of non-current assets 
the need for any non-current asset impairment is assessed by comparison of the carrying value of the asset against the 
higher of realisable value and the value in use or, in the case of intangible assets, the anticipated future cash flows arising 
from the asset.
leasing commitments
Rentals paid under operating leases are charged against profit as incurred. the Group has no finance leases.
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 term 
of the relevant lease.
taxation
the tax expense represents the sum of tax currently payable and deferred tax. tax currently payable is based on the 
taxable profit for the period. the Group’s liability for current tax is calculated using rates that have been enacted or 
substantially enacted at the balance sheet date.
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets 
and liabilities in the financial statements and the corresponding tax bases used in computation of taxable profits, and is 
accounted for using the liability method. Deferred tax liabilities are recognised for all temporary timing differences and 
deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which 
deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference 
arises from the initial recognition, other than in a business combination, of other assets and liabilities in a transaction that 
affects neither the taxable profit nor the accounting profit.
the carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent it is no 
longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the 
asset is realised based on tax laws and rates that have been enacted at the balance sheet date. Deferred tax is charged or 
credited in the income statement, except when it relates to items charged or credited in other comprehensive income, 
in which case the deferred tax is also dealt with in other comprehensive income.
Foreign exchange
Items included in the Group’s financial statements are measured using Pounds Sterling, which is the currency of the 
primary economic environment in which the Group operates, and is also the Group’s presentational currency.
transactions denominated in foreign currencies are translated into Sterling at the rates ruling at the dates of the 
transactions.  Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated 
at the rates at that date.  these translation differences are dealt with in the profit and loss account.
the income and expenditure of overseas operations are translated at the average rates of exchange during the period. 
Monetary items on the balance sheet are translated into Sterling at the rate of exchange ruling on the balance sheet date 
and fixed assets at historical rates. Exchange difference arising are treated as a movement in reserves. 43
Annual Report and Accounts for the 12 months ended 31 December 2012
Financial instruments
Financial assets and liabilities are recognised in the Group’s balance sheet when it becomes a party to the contractual 
provisions of the instrument.
trade and other receivables are carried at original invoice value less an allowance for any uncollectable amounts. An 
allowance for bad debts is made when there is objective evidence that the Group will not be able to collect the debts. 
Bad debts are written off in the income statement when identified.
Cash and cash equivalents are carried in the balance sheet at cost and comprise cash in hand, cash at bank and deposits 
with banks.
trade and other payables are carried at amortised costs and represent liabilities for goods or services provided to the 
Group prior to the period end that are unpaid and arise when the Group becomes obliged to make future payments in 
respect of these goods and services.
Equity instruments issued by the Group are recorded at the proceeds received, net of direct issue costs.
Share based payments
the Group operates a number of equity settled share based payment schemes under which share options are issued to 
certain employees. the fair value determined at the grant date of the equity settled share based payment, where material, 
is expensed on a straight line basis over the vesting period. For schemes with only market based performance conditions, 
those conditions are taken into account in arriving at the fair value at grant date.  
Pensions
the Group pays contributions to the personal pension schemes of certain employees. Contributions are charged to the 
income statement in the period in which they fall due.
Critical accounting judgements and estimates
the preparation of financial statements in conformity with IFRS requires the use of accounting estimates and assumptions 
that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts 
of income and expenditure during the period. Although these estimates are based on management’s best knowledge of 
current events and actions, actual results may differ from those estimates. IFRS also requires management to exercise its 
judgement in the process of applying the Group’s accounting policies.
the areas where significant judgements and estimates have been made in the preparation of these financial statements 
are the useful lives and impairment of non-current and intangible assets, impairment of the value of investment in 
associates and taxation. Explanations of the methodology and the resultant assumptions are detailed in the relevant 
accounting policies above and the respective notes to the financial statements.  
Borrowing costs
Borrowing costs are amortised over the duration of the loan and recognised throughout the term of the loan. 
4. SEGMENtAl REPORtING
the Group maintains its head office in Glasgow and a branch office in Hamburg, Germany. these are reported separately. 
In addition, Retail Profile has an office in london and a subsidiary in Germany. the Group has determined that these are 
the principal operating segments as the performance of these segments is monitored separately and reviewed by the 
Board. 
the following tables present revenues, results and asset and liability information regarding the Group’s two business 
segments - Promotional Sales and Retail, split by geographic area. Prior year comparatives have been restated to disclosed 
Head Office costs separately: 44
SeGmenT revenueS anD reSulTS
Segment revenues and results Promotion Promotion retail retail head other Group 
for 12 months to 31 December’12 uK Germany uK Germany office  
 £’000 £’000 £’000 £’000 £’000 £’000 £’000 
    
Continuing operations revenue 3,269 1,958 5,739 1,967 - 1221 3,055 
administrative expenses (1,928) (1,224) (4,447) (1,743) (1,246) (312) (10,900) 
other revenue - 32 - 113 - 71 216 
Segment operating profit / (loss) 1,341 766 1,292 337 (1,246) (119) 2,371 
finance costs (8) - (89) - - - (97) 
     
Segment profit / (loss) 
before taxation 1,333 766 1,203 337 (1,246) (119) 2,274
  
Segment assets and liabilities Promotion Promotion retail retail other Group 
as at 31 December ‘12 uK Germany uK Germany  
 £’000 £’000 £’000 £’000 £’000 £’000  
 
Total segment assets 6,254 1,676 5,736 1,691 559 15,916  
Total segment liabilities (1,822) (710) (3,012) (1,387) (73) (7,004)  
t otal net assets 4,432 966 2,724 304 486 8,912
  
Segment revenues and results Promotion Promotion retail retail other Group 
for 12 months to 31 December’11 uK Germany uK Germany  
 £’000 £’000 £’000 £’000 £’000 £’000  
  
Continuing operations revenue 2,440 1,218 6,125 877 - 10,660  
administrative expenses (1,706) (719) (4,513) (835) - (1,132)  
other revenue - 11 - 62 - 73  
    
Segment operating profit / (loss) 734 510 1,612 104 (1,132) 1,828  
   
non-recurring costs (33) (62) - - - (95)  
   
Segment operating profit / (loss) 701 448 1,612 104 (1,132) 1,733  
   
finance costs (41) - (104) - - (145)  
   
Segment profit / (loss) 
before taxation 660 448 1,508 104 (1,132) 1,588  
    
Segment assets and liabilities Promotion Promotion retail retail Group
as at 31 December ‘11 uK Germany uK Germany 
 £’000 £’000 £’000 £’000 £’000  
Total segment assets 7,757 1,413 3,447 1,214 13,831
Total segment liabilities (2,242) (214) (3,213) (502) (6,171)
 
t otal net assets 5,515 1,199 234 712 7,660 45
Annual Report and Accounts for the 12 months ended 31 December 2012
5. NON-recurrINg cOStS
No expenses relating to the prior year have been charged against current year income.
In the prior period, non-recurring costs of £94,870 related to the restructuring of the UK business 
following the acquisition of Retail Profile Holdings limited (£12,322) and prior year costs charged 
against current year income (£82,548).
6. OPeratINg PrOFIt 
the operating profit is stated after charging:
 12 months to  12 months to 
 December ‘12 December ‘11
 £’000 £’000 
Motor vehicle leasing 35 35 
Property leases 203 184 
Amortisation of intangible assets 36 66 
Depreciation of property, plant and equipment 310 191 
 584 476
Auditor’s remuneration:   
Fees payable for:
Audit of Company 20 22 
Audit of subsidiary undertakings 10 11 
tax services 3 4 
Other services 26 15 
 59 52 
Directors’ remuneration 633 532 
7. StaFF cOStS
the average number of employees in the Group during the period was as follows:
 12 months to  12 months to 
 December ‘12 December ‘11
 £’000 £’000 
Executive Directors 6 5 
Administration 20 20 
t elesales 43 34 
Commercial  20 16 
Maintenance 10 6 
 99 81 
 
 12 months to  12 months to 
 December ‘12 December ‘11
 £’000 £’000 
wages and salaries 3,642 2,926 
Social Security costs 428 332 
Pensions 18 - 
 4,088 3,258
Details of Directors’ emoluments, including details of share option schemes are given in the 
remuneration report on pages 28 to 30. these disclosures form part of the audited financial 
statements of the Group.
8. FINaNce INcOme aND cOStS
 12 months to  12 months to 
 December ‘12 December ‘11
 £’000 £’000 
Finance costs:   
Interest payable (97) (145)
9. taxatION
 12 months to  12 months to 
 December ‘12 December ‘11
 £’000 £’000
UK corporation tax:   
Corporation tax 334 408 
Adjustment in respect of prior period (20) (219) 
Foreign tax:   
Current tax on foreign income for the period 364 27 
Deferred tax:   
Relating to the origination of timing differences - 181 
Income tax expense as reported
in the Income Statement 678 397
the tax assessed for the period is higher than the standard rate of corporation tax in the UK. 
the differences are explained below:
 12 months to  12 months to 
 December ‘12 December ‘11
 £’000 £’000 
Profit on ordinary activities before tax 2,332 1,588 
Profit on ordinary activities at the standard rate 
of corporation tax in the UK of 24.5% (2011: 26.5%) 
jan – Mar 2011:28%  421
Apr – Dec 2011: 26% 
jan – Mar 2012: 26% 571
Apr – Dec 2012: 24%   
tax effect of:   
 - Expenses not deductible for tax purposes 13 - 
 - Difference due to foreign taxation rates 94 (7) 
 - Deferred tax - (17) 
Income tax expense as reported 
in the Income Statement 678 397 
 
10. PrOFIt FOr the PerIOD
the Company has taken advantage of the exemption allowed under Section 408 of the Companies 
Act 2006 and has not presented its own Income Statement in these financial statements. the 
Group profit for the period includes a Company profit after tax and before dividends of £382,418 
after the incorporation of all UK head office costs (2011: £202,276) which is dealt with in the 
financial statements of the parent Company.
11. DIvIDeNDS
 
 12 months to  12 months to 
 December ‘12 December ‘11
 £’000 £’000 
Paid during the period 564 505 
Recommended final dividend 681 564 
 
Equity – 2.90p per ordinary share proposed and paid for 2011. Recommended final dividend for 
2012 –3.50p per ordinary share.
the recommended final dividend is subject to approval by shareholders at the Annual General 
Meeting and has not been included as a liability in the financial statements.
12. gOODwIll
cost £’000
At 31 December 2010 7,981 
Additions -
At 31 December 2011 7,981 
Additions 244
at 31 December 2012 8,225
accumulated impairment losses  
At 31 December 2010 - 
Charge for the period -
At 31 December 2011 -
Charge for the period - 
at 31 December 2012 - 
Net book value  
At 31 December 2010 7,981
At 31 December 2011 7,981
at 31 December 2012 8,225
Goodwill acquired in a business combination is allocated at acquisition to the cash-generating 
units (CGUs) that are expected to benefit from that business combination. the Directors 
consider that the business of Retail Profile Holdings limited is an identifiable CGU and the 
carrying amount of Goodwill is allocated against this CGU. No amortisation of the carrying value 
has been occurred at the financial statement review date. Goodwill for Retail Profile Holdings 
limited remains unchanged at £7,981k. 46
the recoverable amount of the cash-generating unit is determined on a value in use calculation 
which uses cash flow projections based on financial budgets approved by the Board covering a 20 
year period and a discount rate of 6% per annum. Cash flow projections during the budget period 
are based on a steady 5% growth in EBItDA which the Directors consider to be very conservative 
given the plans for the business and the potential increased returns. the Directors believe that 
any reasonable possible change in the key assumptions on which the recoverable amount is based 
would not cause the aggregate carrying amount to exceed the aggregate recoverable amount of 
the cash-generating unit. the discounted cash flows exceed the carrying value in year 4.
On 4 june 2012, SpaceandPeople India Pvt ltd, a company that was until this date an associated 
company of SpaceandPeople plc, issued a further 250,000 shares. this increased the total 
issued share capital of SpaceandPeople India Pvt ltd to 1,083,642 shares. As a result of shares 
acquired at that time, the Company’s shareholding increased to 564,973 shares. this represents 
52.14% of SpaceandPeople India Pvt ltd issued share capital and with effect from 4 j une 2012; 
SpaceandPeople India Pvt ltd became a subsidiary of the SpaceandPeople Group.
Since 4 june 2012, SpaceandPeople has acquired a further 112,380 shares in SpaceandPeople 
India Pvt ltd, bringing its total shareholding to 677,353 shares, representing 62.51% of the issued 
share capital.
the fair value of the assets and liabilities of SpaceandPeople India Pvt ltd recognised as a result 
of the acquisition are as follows:
 £’000 
Cash 284
Property, plant and equipment 28
Receivables 327
Payables (56)
Net identifiable assets acquired 583
less fair value of non-controlling interest (219)
Fair value of assets acquired 364
Fair value of consideration 608
Goodwill  244
Prior to the acquisition of shares on 4 june 2012, the Company carried the investment in 
SpaceandPeople India Pvt limited at £156k. the shares in j une were acquired for £452k. the total 
cost and fair value of the consideration of the controlling interest at 30 june 2012 was £608k.
13. INveStmeNt IN aSSOcIate S
Details of the Group’s associates at the end of the reporting period are as follows: 
Name of associate  Principal Place of Proportion of 
  activity incorporation ownership interest
   and and voting power
   operation held by the Company
   31 Dec‘12 31 Dec’11 
SpaceandPeople Dormant Hong Kong 35.3% 35.3%
(Hong Kong)limited
  
SpaceandPeople 
(India) limited Media India 0% 44.6% 
(Now subsidiary company) 
   31 De cember ‘12 31 December ‘11
   £’000 £’000
SpaceandPeople (Hong Kong) limited  - - 
SpaceandPeople (India) limited   - 156
   - 156 
 
Summarised financial information in respect of the Group’s associates is set out below.
   31 De cember ‘12 31 December ‘11
   £’000 £’000
Revenue   - 507 
Profit / (loss)   - 68 
   31 De cember ‘12 31 December ‘11
   £’000 £’000
t otal assets   - 499
t otal liabilities   - (149)
Net assets   - 350
Group’s share of net assets of associates
SpaceandPeople (Hong Kong) limited  - -
SpaceandPeople (India) limited   - 156
   - 156
14. Other INta NgIBle aSSetS  
 
 website Product Patents &
cost development development trademarks total
 £’000 £’000 £’000 £’000 
At 31 December 2010 284 137 6 427 
Additions - - 4 4 
At 31 December 2011 284 137 10 431 
Additions - - 30 30 
at 31 December 2012 284 137 40 461 
 
 website Product Patents &
amortisation development development trademarks total
 £’000 £’000 £’000 £’000 
At 31 December 2010 247 86 6 339 
Charge for the period 27 38 1 66 
At 31 December 2011 274 124 7 405 
Charge for the period 10 13 13 36 
at 31 December 2012 284 137 20 441 
 
 website Product Patents &
Net book value development development trademarks total
 £’000 £’000 £’000 £’000 
At 31 December 2010 37 51 - 88 
At 31 December 2011 10 13 3 26 
at 31 December 2012 - - 20 20 
 
15. PrOPerty, Pla Nt aND equIPmeNt
 
the Group movement in property, plant & equipment assets was:
 Plant & Fixture & Computer
cost equipment fittings equipment t otal
 £’000 £’000 £’000 £’000 
At 31 December 2010 617 217 149 983 
Additions 681 8 56 745 
At 31 December 2011 1,298 225 205 1,728 
Acquired on acquisition 28 - - 28
Additions 319 30 75 424
at 31 December 2012 1,645 255 280 2,180 
 
 Plant & Fixture & Computer
Depreciation equipment fittings equipment t otal
 £’000 £’000 £’000 £’000 
At 31 December 2010 84 106 127 317 
Charge for the period 138 30 23 191 
At 31 December 2011 222 136 150 508 
Charge for the period 256 25 29 310 
at 31 December 2012 478 161 179 818
 Plant & Fixture & Computer
Net book value equipment fittings equipment t otal
 £’000 £’000 £’000 £’000 
At 31 December 2010 533 111 22 666 
At 31 December 2011 1,076 89 55 1,220 
at 31 December 2012 1,167 94 101 1,362
16. DeFerreD tax
 31 De cember ‘12  31 De cember ‘11
 £’000 £’000 
Deferred tax liability:   
Accelerated capital allowances 10 10
Movement on deferred tax position:   
Opening balance 10 27 
Released in the period - (17) 
closing balance 10 10
 
there has been no movement in the deferred tax balance in the year. 47
Annual Report and Accounts for the 12 months ended 31 December 2012
17. traDe aND Other receIva BleS
 31 De cember ‘12  31 December ‘11
 £’000 £’000 
trade debtors 3,218 2,419 
Other debtors 24 27 
Prepayments 400 391 
Accrued revenue 197 178 
Amounts due from related parties - - 
total 3,839 3,015
the ageing of trade debtors:
 Current 0-30 days 31-60 days 61 days total
 £’000 £’000 £’000 £’000 £’000
31 De cember ‘12 2,135 454 268 361 3,218 
31 De cember ‘11 909 745 331 434 2,419 
 
18. caSh aND caSh equIvaleNtS
 31 De cember ‘12  31 December ‘11
 £’000 £’000 
 Cash at bank and on hand 2,019 1,433 
Bank overdraft - (283) 
 2,019 1,150 
   
19. traDe aND Other P aya BleS
 31 De cember ‘12  31 December ‘11
 £’000 £’000 
trade creditors 504 479 
Other creditors 1,571 1,401 
Social Security and other taxes 658 302 
Accrued expenses 1,896 1,391 
Deferred income 440 646 
trade and other payables 5,069 4,219
Corporation tax 289 246
total 5,358 4,465 
 
20. Other BOrrOwINgS
At 31 December 2012, Retail Profile Holdings limited had a bank loan of £684,592 (of which 
£455,004 is included in current liabilities being repayable within 12 months) – See note 22.
 31 De cember ‘12  31 December ‘11
 £’000 £’000 
Bank overdraft - 283
Bank loan  455 455
 455 738 
 
21. NON-curreNt lIaBIlItIeS
At 31 December 2012, Retail Profile Holdings limited had a bank loan of £684,592 (2011: 
£1,417,718) of which £455,004 is included in current liabilities being repayable within 12 months. 
the loan is repayable in monthly instalments of £37,917 with interest at a fixed rate of 6.5% on 
£1,000,000 of the loan, and base rate, subject to a cap of 3%, plus a margin of 3% on the balance. 
the loan note is secured by a fixed and floating charge over the assets of SpaceandPeople and 
its subsidiaries.
In addition, as at 31 December 2012, SpaceandPeople plc had drawn down £500,000 (2011: 
£265,000) of its agreed bank facility of £1,000,000.  the amount drawn is part of a revolving credit 
facility with repayment due in july 2014. 
22. FINaNcIal INStrumeNtS aND rISk maNagemeNt
the Group has no material financial instruments other than cash, current receivables and liabilities, 
in both this and the prior period, all of which arise directly from its operations. the net fair value 
of its financial assets and liabilities is the same as their carrying value as detailed in the balance 
sheet and related notes.
Credit risk – the Group’s credit risk relates to its receivables and is managed by undertaking 
regular credit evaluations of its customers.
liquidity risk – the Group operates a cash-generative business, holds net funds, and has an 
overdraft facility of £1m. the Directors consider the funding structure to be adequate for the 
Group’s current funding requirements.
Borrowing facilities – the Group has an agreed facility of £1m, of which £500k was not utilised 
at the year end, at a rate of 3.50% over base rate secured by an omnibus guarantee and set off 
agreement. the facility has not been fully drawn but improves the financial flexibility of the Group.
Financial assets – these comprise cash at bank and in hand. All bank deposits are floating rate. 
  
Financial liabilities – these include short-term creditors and a revolving credit facility of 
£1,000,000 at 3.5% above base rate. See note 21 regarding details of outstanding Retail Profile 
Holdings limited loan.
Foreign currency risk – the Group is exposed to foreign exchange risk primarily from Euros due 
to its German operations and Euro denominated licensing income as detailed in note 4 Segmental 
Reporting. the Group monitors its foreign currency exposure and hedges the position where 
appropriate. In addition, the Group has investments in a subsidiary in India.
23. OPeratINg leaSe cOmmItmeNtS
At the period end date, SpaceandPeople plc had outstanding commitments for future lease 
payments which fall due as follows:
 31 De cember ‘12  31 De cember ‘11
 £’000 £’000 
 within 1 year 2,253 2,294 
Between 2 and 5 years inclusive 3,534 3,825 
Greater than 5 years - 41
 
24. calleD uP Share caPItal
Allotted, issued and fully paid   31 De cember ‘12 31 De cember ‘11 
Class Nominal value 
Ordinary 1p £ 194,581 194,311 
  Number 19,458,063 19,431,063 
27,000 shares were issued in the year as part of the excercise of share options.
25. relateD Party traNSact IONS 
Compensation of key management personnel
Key management personnel of the Group are defined as those persons having authority and 
responsibility for the planning, directing and controlling of the activities of the Group either 
directly or indirectly. Key management of the Group are therefore considered to be the Directors 
of SpaceandPeople plc. there were no transactions with the key management, other than their 
emoluments, which are set out in the remuneration report on pages 28 to 30.
26. earNINgS Per Share
 12 months to  12 months to 
  31 December ‘12 31 De cember ‘11
 pence per share pence per share
Basic earnings per share
Before non-recurring costs 8.50 6.49
After non-recurring costs 8.50 6.13
Diluted earnings per share
Before non-recurring costs 7.78 6.09
After non-recurring costs 7.78 5.75
Diluted earnings per share is calculated by adjusting the weighted average number of ordinary 
shares outstanding to assume conversion of all dilutive potential ordinary shares.
Basic earnings per share
the earnings and weighted average number of ordinary shares used in the calculation of basic 
earnings per share are as follows:
 12 months to  12 months to 
  31 December ‘12 31 De cember ‘11
 £’000 £’000
Basic earnings per share
Profit after tax for the period excluding non-recurring  1,654 1,261
costs attributable to the owners of the Company 
Profit after tax for the period including non-recurring 1,654 1,191
costs attributable to the owners of the Company
 
 12 months to  12 months to 
  31 December ‘12 31 De cember ‘11
 £’000 £’000
weighted average number of ordinary 
shares for the purposes of 
basic earnings per share 19,440 19,431 48
the earnings and weighted average number of ordinary shares used in the calculation of diluted 
earnings per share are as follows:
 12 months to  12 months to 
  31 December ‘12 31 December ‘11
Diluted earnings per share £’000 £’000
Profit after tax for the period excluding non-recurring 1,654 1,261
costs attributable to the owners of the Company  
Profit after tax for the period including non-recurring 1,654 1,191 
costs attributable to the owners of the Company  
 
 12 months to  12 months to 
  31 December ‘12 31 December ‘11
 £’000 £’000 
weighted average number of ordinary 
shares for the purposes of 
diluted earnings per share 21,271 20,712
the weighted average number of ordinary shares for the purposes of diluted earnings per share 
reconciles to the weighted average number of ordinary shares used in the calculation of basic 
earnings per share as follows.
 12 months to  12 months to 
  31 December ‘12 31 December ‘11
 £’000 £’000 
weighted average number of shares 
in issue during the period 19,440 19,431 
 
weighted average number of ordinary shares used
in the calculation of basic earnings per share
deemed to be issued for no consideration
in respect of employee options 1,831 1,281 
 
weighted average number of ordinary shares used
in the calculation of diluted earnings per share 21,271 20,712
27. Share OPtIONS
the Group has established a share option scheme under which the maximum number of ordinary 
shares exercisable that can be granted is restricted to such number of shares the aggregate market 
value of which cannot exceed £120,000 per employee at the date of grant.  Senior executives and 
certain eligible employees are entitled to participate in the scheme at the discretion of the Board 
which is advised on such matters by the Remuneration Committee.
In aggregate, share options have been granted under the share option scheme over 1,983,076 
ordinary shares exercisable within the dates and at the exercise prices shown below, being the 
market value at the date of the grant.
 
the movement in the number of options outstanding under the scheme over the period is as 
follows:
 
 12 months to  12 months to 
  31 December ‘12 31 December ‘11
Number of options outstanding 
as at the beginning of the period 1,281,076 1,281,076 
Granted 730,000 - 
Exercised (27,000) - 
Forfeited (1,000) - 
Number of options outstanding
as at the end of the period 1,983,076 1,281,076
In total, 1,983,076 options were outstanding at 31 December 2012 (1,281,076 at 31 December 
2011) with a weighted average exercise price of 81.1p (86.9p at 31 December 2011).  Of these, 
484,416 were exercisable (71,111 at 31 December 2011) with a weighted average exercise price 
of 85.6p (79.7p at 31 December 2011).
the Black Scholes model was used to obtain the fair value of the share options. the main 
assumptions made were as follows:
Average option price 81.1p
Average market price at grant of option 70.0p
Expected volatility 12.9%
Average expected vesting period from 31.12.12 6.5 years
Risk free rate 1%
Dividend yield 4.57%
the expected volatility was determined by calculating the historical volatility of the Company’s 
share price over the last year.
Based on these assumptions, the average fair value per option was 1.11p (0.24p at 31 December 
2011). the performance related conditions in respect of the 1,885,658 options that are subject to 
such conditions have been reflected by adjusting the number of options expected to vest based 
on the likelihood of the performance criteria being met. this reduces the average fair value per 
option to 0.85p.
the total share-based payment charge for the year, calculated in accordance with IFRS2 on share-
based payment, was £19,426.
Date of grant  Number Option period Price 
5 September 2006 25,000 5 September 2009 –5 September 2013 65p 
30 october 2006 20,500 30 october 2009 – 29 october 2013 75p 
16 January 2008 11,611 16 January 2011 – 15 January 2015 155p
14 January 2009 28,000 14 January 2012 – 13 January 2016 50p 
1 June 2009 12,307 1 June 2012 – 30 may 2015 65p 
22 october 2009 386,998 1 november 2012 – 31 october 2013 88.6p 
22 october 2009 113,002 1 november 2013 – 31 october 2014 88.6p 
21 may 2010 276,328 1 november 2013 – 31 october 2014 88.6p 
21 may 2010 389,330 1 november 2014 – 31 october 2015 88.6p 
27 march 2012 720,000 27 march 2015 – 27 march 2022 70p 49
Annual Report and Accounts for the 12 months ended 31 December 2012
ComPany STaTemenT of finanCial PoSiTion
Company number SC212277
 notes 31 December 31 December
  2012 2011
  £’000 £’000
Assets   
Non-current assets:   
investment in subsidiaries 4 5,427 4,799
loan notes 4 1,728 1,728
investment in associates 5 - 156
other intangible assets 6 20 26
Property, plant & equipment 7 131 88 
  7,306 6,797 
Current assets:    
Trade & other receivables 8 3,497 2,268
Cash & cash equivalents 9 367 191 
  3,864 2,459
t otal assets  11,170 9,256 
   
liabilities    
Current liabilities:    
Trade & other payables 10 5,066 2,711
Current tax payable 10  (218)  (18)
other borrowings 11 - 283 
  4,848 2,976 
Non-current liabilities:    
long-term loan 12 500 265 
  
t otal liabilities  5,348 3,241 
  
Net assets  5,822 6,015 
   
Equity    
Share capital 14 194 194
Share premium  4,830 4,816
Special reserve  233 233
retained earnings  565 772
Shareholders’ equity  5,822 6,015
The financial statements were approved by the Board of Directors and authorised for issue on 22 march 2013.
Signed on behalf of the Board of Directors by
Matthew Bending - Director 50
ComPany STaTemenT of CaSh flowS
 notes 12 months to 12 months to
  December ‘12 December ‘11 
  £’000 £’000 
 
Cash flows from operating activities    
Cash generated from operations  1,587 1,543
interest paid  (8) (40) 
Taxation  (216) (214) 
Net cash inflow (outflow) from operating activities  1,363 1,289
    
Cash flows from investing activities    
Purchase of intangible assets 6 (30) (4)
Purchase of property, plant & equipment 7 (90) (48) 
Cash paid on acquisition of subsidiary 4 (469) (11) 
Net cash (outflow) from investing activities  (589) (63)
    
Cash flows from financing activities    
Proceeds from issue of shares  14 - 
funding costs on acquisition of subsidiary  - (1,530) 
Bank loan drawn down in year 12 235 265  
Dividends paid  (564) (505) 
Net cash inflow (outflow) from   (315) (1,770)
financing activities   
Increase / (decrease)   459 (544)
in cash and cash equivalents   
Cash and cash equivalents at beginning of period  (92) 452 
 
Cash and cash equivalents at end of period  9 367 (92)
 
Reconciliation of operating profit to net cash flow from operating activities    
operating profit   406 301
amortisation of intangible assets 6 36 66
Depreciation of property, plant & equipment 7 38 41
effect of foreign exchange rate moves  (25) (32) 
(increase) / decrease in receivables  (1,229) (304) 
increase / (decrease) in payables  2,361 1,471 
Cash flow from operating activities  1,587 1,543 
  51
Annual Report and Accounts for the 12 months ended 31 December 2012
ComPany STaTemenT of ChanGeS in equiTy
 
Share  Share Special retained Total
 capital premium reserve earnings equity
 £’000 £’000 £’000 £’000 £’000 
      
At 31 December 2010 194 4,816 233 1,107 6,350 
      
Comprehensive income:      
foreign currency translation - - - (32) (32) 
Profit for the period - - - 202 202 
t otal comprehensive income - - - 170 170 
      
transactions with owners:      
Dividends paid - - - (505) (505) 
t otal transactions with owners - - - (505) (505)
At 31 December 2011 194 4,816 233 772 6,015
Comprehensive income:      
foreign currency translation - - - (25) (25) 
Profit for the period - - - 382 382 
t otal comprehensive income - - - 357 357 
      
transactions with owners:      
Shares issued - 14 - - 14 
Dividends paid - - - (564) (564) 
t otal transactions with owners - 14 - (564) (550)
At 31 December 2012 194 4,830 233 565 5,822 
  52
noTeS To The ComPany finanCial STaTemenTS
1. geNeral INFOrmatION aND BaSIS OF PreParatION
SpaceandPeople plc is a company incorporated in the United Kingdom and is the parent company 
of the SpaceandPeople Group.
the Company’s financial statements for the year ended 31 December 2012 and for the 
comparative period ended 31 December 2011 have been prepared on a going concern basis 
under the historical cost convention in accordance with International Financial Reporting 
Standards (IFRS) as adopted by the European Union (EU) and the International Financial Reporting 
Interpretations Committee (IFRIC) interpretations, and with those parts of the Companies Act 
2006 applicable to companies reporting under IFRS. 
the Directors have, at the time of approving the financial statements, a reasonable expectation 
that SpaceandPeople has adequate resources to continue in operational existence for the 
foreseeable future. thus, they continue to adopt the going concern basis of accounting in preparing 
the financial statements. 
For details of accounting policies used, reference is made to note 2 in the Group Annual Report. 
Overall the accounting principles in the Group accounts are the accounting principles used in the 
Company’s annual accounts. Any variations in principal are described below.
2. a ccOuNtINg POlIcIeS
Investments in subsidiaries
the Company’s investments in subsidiary undertakings are included in the statement of financial 
position at cost, less provision for any impairment in value.
Revenue
Revenue is measured at the fair value of consideration received or receivable. Revenue is shown 
net of value-added tax, rebates and discounts. Revenue is recognised when the amount of revenue 
can be reliably measured, it is probable that future economic benefits will flow to the Company 
and when any specific delivery criteria have been met.
Commission
Revenue from commission is recognised when the following conditions are satisfied:
•		Contract	is	agr eed	with	pr omoter	/	mer chant
•		 V en ue	acceptance	of	contract
•		In v oice	issued	and	no	fur ther	input	anticipated
3. PrOFIt FOr the PerIOD
the Company has taken advantage of the exemption allowed under Section 408 of the Companies 
Act 2006 and has not presented its own Income Statement in these financial statements. the 
Group profit for the period includes a Company profit after tax and before dividends of £382k 
after the incorporation of all UK head office costs (2011: £202k) which is dealt with in the financial 
statements of the parent Company.
4. INveStmeNt IN SuBSIDIarIeS
the Company movement in investment in subsidiaries was:
cost and net book value
 £’000 
As at 31 December 2010 6,516 
Additions 11 
As at 31 December 2011 6,527 
Additions 628 
as at 31 December 2012 7,155
Included in the cost of investments is £1.728m worth of loan notes taken on as part of the 
acquisition of Retail Profile Holdings limited in 2010. 
the additions of £11k in 2011 represent the par value of the initial shares issued on incorporation 
of SpaceandPeople GmbH for a consideration of €12,500. the initial share capital of S&P Consult 
limited and MacPherson & Valentine limited were acquired at par for £1 and £1 respectively in 
2011.
the additions of £628k in 2012 represent the initial investment made in SpaceandPeople India 
Pvt ltd and the further shareholding taken in 2012 to bring its proportion of ownership to 
62.51% - total addition £608k. Further additions of £20k represents further share capital issued in 
SpaceandPeople GmbH for a consideration of €25,000.
During the year the Company invested in S&P+ limited. which is a new service offering to 
experiential agencies giving them the tools and services to maximise the effectiveness of 
campaigns. this investment was made at nominal value for 51% ownership.
In the opinion of the Directors, the aggregate value of the investment in subsidiary undertakings 
is not less than the amount at which it is stated in the Company statement of financial position.
Fixed asset investments of the Company (or subsidiary undertaking where indicated *) include 
the following:
Name of subsidiary Principal Place of Proportion of 
 activity incorporation ownership interest
  and operation and voting power
   held by the Company
   31 Dec‘12 31 Dec’11 
MacPherson &  licensing of  United Kingdom 100% 100%
Valentine limited intellectual property   
SpaceandPeople GmbH Media Germany 100% 100% 
Retail Profile Holdings limited leasing of RMUs United Kingdom 100% 100% 
* Retail Profile Europe limited leasing of RMUs United Kingdom 100% 100%
* Retail Products limited  Dormant United Kingdom 100% 100%
* Retail Profile GmbH leasing of RMUs Germany 100% 100%
* Retail Profile limited Dormant United Kingdom 100% 100%
S&P Consult limited Dormant United Kingdom 100% 100%
SpaceandPeople India Pvt ltd Media India 62.51% 44.6%
S&P+ limited Media United Kingdom 51% 0%
5. INveStmeNt IN aSSOcIate S
Details of the Company’s associates at the end of the reporting period are as follows:
  
Name of associate Principal activity Place of Proportion of ownership interest and
  incorporation and voting powerheld by the Company
  operation
   31 December‘12 31 December’11 
SpaceandPeople Dormant Hong Kong 35.3% 35.3%
(Hong Kong) limited 
SpaceandPeople  Media India 0% 44.6%
(India) limited    
(Now subsidiary company) 
  31 December ‘12 31 De cember ‘11
 £’000 £’000
SpaceandPeople (Hong Kong) limited - -
SpaceandPeople (India) limited - 156 
 - 156
Summarised financial information in respect of the Company’s associates is set out below.
 31 December’12 31 December’11
 £’000 £’000 
   
Revenue - 507 
Profit / (loss) - 68 
 
 31 December’12 31 December’11
 £’000 £’000 
t otal assets - 499
t otal liabilities - (149)
Net assets - 350
Company’s share of net assets of associates 
SpaceandPeople (Hong Kong) limited - -
SpaceandPeople (India) limited - 156
 - 156 53
Annual Report and Accounts for the 12 months ended 31 December 2012
6. Other INta NgIBle aSSetS 
cost website Product Patents & t otal
 development development trademarks  
 £’000 £’000 £’000 £’000 
At 31 December 2010 284 137 6 427 
Additions - - 4 4 
At 31 December 2011 284 137 10 431 
Additions - - 30 30 
at 31 December 2012 284 137 40 461
amortisation website Product Patents & t otal
 development development trademarks  
 £’000 £’000 £’000 £’000 
At 31 December 2010 247 86 6 339 
Charge for the period 27 38 1 66 
At 31 December 2011 274 124 7 405 
Charge for the period 10 13 13 36 
at 31 December 2012 284 137 20 441
Net Book value website Product Patents & t otal
 development development trademarks  
 £’000 £’000 £’000 £’000 
At 31 December 2010 37 51 - 88 
At 31 December 2011 10 13 3 26 
at 31 December 2012 - - 20 20 
 
7. PrOPerty, Pla Nt aND equIPmeNt
the Company movement in property, plant & equipment assets was:
Cost  Fixture & Computer  
  fittings equipment t otal
  £’000 £’000 £’000 
At 31 December 2010  160 138 298 
Additions  8 40 48 
At 31 December 2011  168 178 346 
Additions  16 74 90
Disposal on subsidiary  (9) - (9) 
at 31 December 2012  175 252 427
 
Depreciation  Fixture & Computer  
  fittings equipment t otal
  £’000 £’000 £’000 
At 31 December 2010  96 121 217 
Charge for the period  24 17 41 
At 31 December 2011  120 138 258 
Charge for the period  16 22 38 
at 31 December 2012  136 160 296
Net book value  Fixture & Computer  
  fittings equipment t otal
  £’000 £’000 £’000
At 31 December 2010  64 17 81 
At 31 December 2011  48 40 88 
at 31 December 2012  39 92 131 
 
8. traDe aND Other receIva BleS
 31 December’12 31 December’11
 £’000 £’000 
trade debtors 1,923 2,106 
Other debtors - 26 
Prepayments 51 30 
Accrued revenue - 19 
Amounts due from related parties 1,523 87 
total 3,497 2,268 
   
the ageing of trade debtors:
 Current 0-30 days 31-60 days 61 days total
 £’000 £’000 £’000 £’000 £’000
31 De cember ‘12 1,276 271 160 216 1,923
31 De cember ‘11 791 648 288 379 2,106
9. caSh aND caSh equIvaleNtS
 31 December’12 31 December’11
 £’000 £’000 
Cash at bank and on hand 367 191 
Bank overdraft - (283) 
 367 (92)
10. traDe aND Other P aya BleS
 31 December’12 31 December’11
 £’000 £’000 
trade creditors 61 141
Other creditors 1,551 1,397 
Social Security and other taxes 300 77 
Accrued expenses 656 381 
Deferred income - 5 
Amounts due to related parties 2,498 710 
trade and other payables 5,066 2,711 
 
Corporation tax (218) (18) 
total 4,848 2,693
11. Other BOrrOwINgS
 31 December’12 31 December’11
 £’000 £’000 
Bank overdraft - 283
 - 283
12. NON-curreNt lIaBIlItIeS
As at 31 December 2012, SpaceandPeople plc. had drawn down £500,000 (2011: £265,000) of 
its agreed bank facility of £1,000,000. the amount drawn is part of a revolving credit facility with 
repayment due in july 2014. 
Company bank borrowings are secured by an unlimited debenture incorporating a bond and 
floating charge.
13. OPeratINg leaSe cOmmItmeNtS
At the period end date, SpaceandPeople plc had outstanding commitments for future lease 
payments which fall due as follows:  
 31 December’12 31 December’11
 £’000 £’000 
within 1 year 158 50
Between 2 and 5 years inclusive  424 280 
Greater than 5 years - 41 
14. CAllED UP SHARE CAPItAl
Allotted, issued and fully paid  31 De cember ‘12 31 De cember ‘11
Class Nominal value    
Ordinary 1p £ 194,581 194,311 
  Number 19,458,063 19,431,063
     
27,000 shares were issued in the year as part of the excercise of share options. 
15. Share OPtIONS
Details of the Company’s share options are as at note 27 to the Group annual report. 
16. relateD Party traNSact IONS
On 2 july 2012 the Company transferred the trade and assets of its German branch to a subsidiary 
company SpaceandPeople GmbH. the consideration for the net assets was the book value and 
was settled by the receipt of an additional €25,000 of shares in SpaceandPeople GmbH and an 
inter-company receivable.
During the year the Company charged Retail Profile Europe limited, a subsidiary company, £554k 
in respect of costs incurred on its behalf.
At 31 December 2012, the Company had the following balances with group companies.
Amount due from SpaceandPeople GmbH £969k
Amount due from S&P+ limited £158k
Amount due to Retail Profile Europe limited £(2,152k) 54
Company
Information 55
  
Registered office: 2
nd 
Floor
 100 west Regent Street
 Glasgow
 G2 2qD
Registered number: SC 212277 
Nominated advisors Cantor Fitzgerald Europe
and brokers: 20 Old Bailey
 london
 EC4M 7EN
Registrars: Neville Registrars limited
 Neville House
 18 laurel lane
 Halesowen
 west Midlands
 B63 3DA
Auditors: Campbell Dallas llP
 Chartered Accountants & 
 Registered Auditors
 titanium 1 
 King's Inch Place  
 Glasgow 
 G51 4BP
Bankers: lloyds tSB Bank plc
 12 Cavendish Place
 london
 w1G 9Dj
 
Solicitors: Sherrards Solicitors llP
 7 Swallow Place
 london
 w1B 2AG
Nancy Cullen, Martin Kemp and Andrew Keiller’s headshots: Sam Armstrong @ Headshot Soho   
Matt Bending, Gregor Dunlay and Nick Hill: Ian Venart @ Venart     
Meadowhall: Antony Oxley   Braehead and Buchanan Galleries: Graham Govan @ Photocall     white Rose: Simon Vine    
Manchester Arndale: james white @ james white Photography
DIRECtORS:
D A H enderson-williams Non-Executive Chairman
M j Bending  Chief Executive Officer
N j Cullen  Chief Operating Officer
G R Dunlay  Chief Financial Officer
M D Kemp  Executive Director
C G Stainforth Director
M H Helfgott Non-Executive Director
R A Cha dwick Non-Executive Director
A P Stirling Non-Executive Director
G R Dunlay Secretary
Annual Report and Accounts for the 12 months ended 31 December 2012 UK
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