annual report and accounts 2012
building integrated 
capabilities st ives is a group of marketleading companies that combines capabilities to deliver the uk’s most 
diverse range of marketing solutions and book publishing services
our combination of insight and consultancy services combined with crossmedia execution and printing 
capabilities ensure that we deliver highvalue solutions for our marketing clients
in the publishing services environment clays is the market leader  helping our publishing clients meet the 
changing needs of the books market
from hsbc to sainsbury’s the rac to marks and spencer  the latest jk rowling novel to gold medal 
winner stamps we deliver a wide range of services tailored to meet our clients’ needs
by focusing on customer service and by working together  st ives group offers unique marketing 
solutions and publishing services delivered from a single point of contact
overview
1 highlights
2 st ives group at a glance
4 chairman’s statement
business review
6 chief executive’s strategic review
7  our business model
8  segment overview
8  our strategic objectives
1 1  key performance indicators
24 corporate and social responsibility
28 financial review
corporate governance
30 board of directors
32 corporate governance
36 principal risks and uncertainties
38 directors’ report
40 directors’ remuneration report
50 statement of directors’ responsibilities
our figures
51  independent auditors’ report to the members  
of st ives plc the group
52 consolidated income statement
53 consolidated statement of comprehensive income
54 consolidated statement of changes in equity
55 consolidated balance sheet
56 consolidated cash flow statement
57 notes to the consolidated financial statements
95  independent auditors’ report to the members  
of st ives plc the company
96 company balance sheet
97 notes to the company financial statements
useful information
106 five year record
107 financial calendar
108 shareholder information
our group today
contents  st ives plc annual report and accounts 2012 1
 
operational highlights
 continued success in implementation of strategic 
repositioning of the group
 three acquisitions to enhance our marketing services 
offering including
 response one one of the uk’s fastest growing data 
marketing businesses in september 2011
 pragma holdings a leading consultancy specialising 
in retail and consumer markets in september 2011
 incite marketing planning an industry leading market 
research and insights consultancy in february 2012
financial highlights
  before nonunderlying items which comprise restructuring costs provision releases operating results of noncontinuing sites acquisition costs adjustments  
to deferred consideration net profit on disposal of property plant and equipment amortisation of acquired intangibles and other oneoff items
all figures for revenue profit and earnings per share are based on continuing operations
 
 investment in sponge a leading mobile marketing 
agency and easypress group formerly 
evolvedgroup an ebook conversion  
software company
 further successful cost reduction initiatives across 
print businesses and investment in digital production
 winning additional market share with the group’s new 
multidiscipline offering gaining traction with key clients 
including hsbc punch taverns holland and barrett 
and johnston press
 contract renewals with key clients including 
sainsbury’s royal mail and heinz
£327 4m
underlying revenue

 
201 1  £2968m
£242m
underlying profit before tax

 
201 1  £209m
1561p
underlying earnings per share

 
201 1  1445p
575p
t otal dividends per share 
201 1  525p
£149m
profit before tax 
201 1  £169m
1164p
earnings per share 
201 1  1322p 2 st ives plc annual report and accounts 2012
st ives group at a glance
print print
publishing publishing
services services
marketing marketing 
solutions solutions
books
monochromatic books
distribution
logistics
print on demand
inventory risk management
locations
bungay
london
epublishing solutions
location
surrey
direct response
direct mail
digital print
personalisation
commercial print
locations
bradford
leeds
london 
outsourcing
vendor management
print management
location
london
our integrated business model
reporting segments contribution to group sales

market sector propositions
print
a books 23
b exhibitions and events 12
c point of sale 27
d direct response  24
marketing services
e data marketing 7
f field marketing 5
g consultancy services 2
a
b
efg
d
c
 response one acquired september 2011
 pragma and incite acquired september 2011 
 and february 2012 respectively
percentages are based on continuing operations 
before nonunderlying items
we are continuing our objective to 
increase overall profit contribution 
from marketing services through 
acquisition and growth of businesses 
in this segment in addition our print 
businesses continue to perform well 
in difficult market conditions
our business operates in two distinct markets publishing services and marketing solutions st ives’ 
growth strategy aims to develop its sector specific propositions by cultivating a range of services 
and a toolbox of delivery capabilities 
our marketing solutions offer has strengthened following the acquisitions this year of response one 
pragma and incite – all of which provide insight offerings to our clients our marketing services 
propositions are underpinned by key customer relationships and account management
we manage our business as two segments print which is primarily efficiency focused and marketing 
services which is growth focused 
integrating our services
†
market sector 
propositions
print 
operations
marketing 
services 
operations
publishing 
services
marketing 
solutions
key customer 
development
for further information on our sector propositions see page 9  st ives plc annual report and accounts 2012 3
 
marketing services marketing services
point of sale
retail and brand pos
store audits
logistics
digital screen media
locations
birmingham
burnley
redditch
digital media solutions
locations
london
redditch
  
business audits
retail strategy and insight
market research
site surveys and 
compliance
location
london
online campaign 
management
location
london
exhibitions  events
visual consultancy
graphics production
giant media
outdoor graphics
exhibition and events
display products
sports and sponsorship 
branding
locations
glasgow 
london
nottingham
skelmersdale
field marketing
field sales services
trade marketing
sales training
interim management
location
flintshire
consultancy 
services
customer insight 
consultants
location
london
market research
commercial due diligence
investor services
location
twickenham
mobile marketing solutions 
location 
london
data marketing
database management
data analysis
data insight
location
chilcompton
campaign management
data intelligence
list and media planning
media sales
campaign delivery
location
bath
†
 st ives holds investments in the company
† 4 st ives plc annual report and accounts 2012
chairman’s statement
the 12 months to july 2012 have seen st ives continue the 
delivery of improved financial performance coupled with  
the strategic realignment of the business
print remains and will continue to remain an important 
component of the overall business st ives is a leader in its 
chosen print market sectors where it enjoys a strong reputation 
for quality and delivery and where it has long established and 
strong customer relationships
over the last two years we have acquired a number of 
independent and complementary marketing services 
businesses we are investing in those businesses and will 
continue to do so and we shall look for further opportunities to 
acquire to broaden and deepen the range of services we offer 
we also see scope to further strengthen the collaboration 
between all of our businesses and to increase crossselling
st ives now has a portfolio of service activities ranging from 
data management to retail consultancy and from tactical retail 
and brand support to market research all these businesses 
are being integrated into st ives
the organisation of st ives is changing the touchstone for the 
new organisation is customer focus different customers have 
different service and print needs the group is evolving and 
this will continue so that we can deliver to our customers the 
right combination of print and support services to meet their 
particular needs
“  great efforts have been  
made to concentrate  
on those segments  
of the market where 
customers’ needs  
match our capabilities”
richard stillwell
chairman
investing in  
our business  st ives plc annual report and accounts 2012 5
 
the board is changing as well and is dedicating more time to 
the strategic development of the business whilst continuing  
to maintain high levels of corporate governance technology 
developments across a broad front mean that st ives will have 
to analyse and understand the changing requirements of its 
customers and refresh its market offering as necessary
the asset base in the print side of the business is now far more 
appropriate for the group’s future needs here too technology 
is making a significant impact and the board will need to 
decide on future investment and sourcing options
the executive team under patrick martell’s leadership is now 
firmly established and working well there is a recognition that 
the reshaping of the business has to be done in tandem with 
the delivery of improved financial performance
the board recognises that further investment in new or existing 
businesses may be necessary for the longterm strength of  
the group if that has an impact on short or mediumterm 
performance it will only be undertaken if the end result is  
value creation
the membership of the board is evolving simon marquis is 
standing down as a director at this year’s agm having reached 
the nine year recommended maximum term of service he has 
made an outstanding contribution to the board particularly 
during this recent period of strategic realignment when his 
knowledge about the marketing services businesses has been 
invaluable we shall miss his wisdom and wise counsel
earlier in the year the board was delighted to welcome helen 
stevenson as a nonexecutive director she brings a wealth of 
experience in marketing related activities and we look forward 
to her contribution
change has characterised virtually every aspect of the 
group’s business in the last year that can often be disruptive 
and painful for individuals the board recognises that and on 
their behalf i would like to thank all of st ives’ employees for 
their support and understanding during the changes which 
have taken place the group is fitter and better prepared for 
the future as a result
our thanks also go to our customers and clients increasingly 
we are forming strategic partnerships with our customers 
which allow us to develop a package of products and services 
which reflect their strategic needs
the group is now well positioned to develop the business and 
create value for our shareholders through further investment 
and through the development of our existing portfolio
 
richard stillwell
chairman
2 october 2012 6 st ives plc annual report and accounts 2012
chief executive’s strategic review
“  we are very pleased to  
report further significant 
improvement in our financial 
performance and the 
continuing success in 
delivering our strategy”
patrick martell
chief executive
strategic vision and implementation
the strategic realignment of our business has resulted in  
us building a range of complementary marketing services 
capabilities and our exit from commoditised print markets 
whilst our book business clays continues to provide solutions 
focused on the needs of book publishers our other businesses 
collaborate as required to provide marketing services across  
a number of sectors including retail financial services 
fmcg leisure and travel automotive charity and the  
public sector 
the rise in consumer power is driving a fundamental change  
in the role of marketing which will impact across all of these 
markets the shift from push marketing to conversational 
marketing based on understanding customer needs and 
responding accordingly is well under way and st ives is 
ideally positioned to help our clients meet the challenges  
this presents
our consultancy services are set up to help our clients better 
understand their markets and customers and to develop future 
strategies we have the cross media capability to execute 
these strategies physically digitally and socially using our print 
and marketing services businesses creating a unique and 
compelling combination of services in the market place
for example
 in retail we see the combination of sophisticated customer 
insight and research driving specific instore and online 
offerings that we fulfil for the uk’s largest brands
 in financial services the drive to create engaging and 
costeffective customer connections has never been more 
important at st ives we help some of the largest retail banks 
deliver more targeted multichannel campaigns whilst at the 
same time saving expenditure on printed materials
expanding  
our capabilities  st ives plc annual report and accounts 2012 7
 
 in publishing our strategy is to provide a range of services 
which enable our customers to profitably produce books in 
more flexible quantities and to minimise the need for and 
risk of holding stock we have invested in developing our 
ebook conversion software offering during the year through 
our stake in the easypress group our ongoing investment in 
digital production will help to mitigate the impact on margin 
of shorter run lengths and we will continue to seek further 
opportunities to reduce the cost of conventional production
we have successfully exited commoditised print markets such 
as magazines fine art printing and cddvd insert printing 
and invested in those print businesses serving markets where 
there is a requirement for added value services in addition  
to print other than clays our book printing business all  
other businesses in the group now provide marketing related 
to services last year we stated that in three years’ time  
30 – 40 of the group’s operating profit would come from 
marketing services we are pleased with the progress made in 
the first year and we remain confident that over the period this 
remains a deliverable target
execution of our strategy has enabled us to improve our 
financial performance and fund acquisitions our focus going 
forward is to further strengthen the individual businesses and 
continue to develop broader customer propositions that utilise 
a number of the capabilities across the group
we will invest to support organic growth in our businesses 
whilst also seeking further acquisition opportunities to 
complement our offering the group has an extensive blue 
chip customer base of which it is rightly proud and we will 
continue to seek opportunities to extend the scope of services 
and products we provide to them
our business model
as the shape of our business changes we have to adapt our 
business model
the real power of our business comes from collaboration 
across the group’s businesses we have created a culture  
of involvement which is starting to show benefits with our 
success in crossselling and the cultural shift having broken 
down the business silos a growing proportion of our print 
work is in collaboration with or in support of our marketing 
services activities and we increasingly provide marketing 
services invoiced directly through our print businesses and 
vice versa
this means that at times the way we approach our markets 
and customers may differ from the way we manage measure 
and report on our business segments we need to be flexible 
and adapt the management of our organisation to reflect this 
approach as our clients and their markets change our 
external approach is focused on market sectors and in 
particular ensuring we continue to meet the needs of our 
clients our internal approach is to manage our print segment 
as cost effectively as possible and develop the growth 
opportunities within our marketing services businesses
this collaboration has manifested itself in new business wins 
such as our recent engagement by punch taverns a contract 
won by our point of sale business in conjunction with a wide 
range of our group companies including occam and 
response one these businesses will all be delivering 
services to punch taverns via a single contact within the  
point of sale business
the effectiveness of our crossgroup collaboration is also 
demonstrated in new longterm contracts for sainsbury’s 
supermarkets sainsbury’s bank royal mail hsbc  
and heinz
strong performance in 20112012
during a year of significant change across the group we have 
once again delivered a robust financial performance trading 
conditions during the year continued to be very tough as the 
economic climate remained challenging and uncertain 
underlying group revenue of £3274 million was 103 higher 
compared to the previous year we have again made further 
progress in improving the underlying profit before tax of the 
business to £242 million 2011 – £209 million with underlying 
eps increasing by 80 to 1561p 2011 – 1445p 
the improvement in our revenue and profit performance was 
driven by growth in our marketing services segment
our marketing services businesses contributed 164 of the 
group’s operating profit in the financial year which would have 
been just over 20 with a full year’s contribution from incite 
pragma and response one which were all acquired during 
the year the integration of all the marketing services 
businesses is progressing well and we have invested 
approximately £10 million in additional staff to support  
our future growth plans
overall our print businesses have performed well as a result  
of the actions we have taken to reduce costs and improve 
operational efficiencies we benefitted both from a late surge 
in activity associated with the 2012 london olympics and from 
our decision to cease production of company reports and cd
dvd inserts our book business performed marginally below 
the comparative prior period as a result of further reductions  
in average run lengths and higher costs associated with their 
conventional production the new digital equipment is 
expected to become operational by november 2012
we finished the year with net debt of £134 million  
2011 – net cash of £163 million after £65 million of restructuring 
cash outflow and investment of £272 million in acquisitions
the board is recommending a final dividend of 400p making a 
full year dividend of 575p 2011 – 525p if approved the final 
dividend will be paid on 21 december 2012 to shareholders on 
the register at 30 november 2012 with an exdividend date of 
28 november 2012 8 st ives plc annual report and accounts 2012
chief executive’s strategic review continued
segment overview
print
our print segment represented 856 2011 – 953 of 
group external revenue for the year this comprises the 
books exhibition and events point of sale and direct 
response businesses
2012
£’000
2011
£’000
underlying revenue 280327 282736
underlying operating profit 20442 20870
books
the group’s book business accounted for 268 of the 
print segment’s revenue books revenue was down by 
27 compared to the previous year at £750 million 
2011 – £771 million however book volumes increased 
by 500000 units compared to the same period in the 
previous year as our reputation for superior levels of service 
and quality continues to ensure we produce the majority of 
the bestselling titles the trend towards ordering smaller 
quantities has had a negative impact on profitability as the 
number of orders processed increased by 13 whilst average 
run lengths reduced by 11 our investment in new digital 
equipment due to come on stream by november 2012 
will help to mitigate this impact and ensure we are better 
positioned to capitalise on this continuing trend
our strategic objectives
our objective is to build on our success to date in establishing foundations for growth by increasing sales through customer 
and market focused propositions
improve financial 
performance
disposal of non
core operations
targeted 
investment
– margin improved
– magazine business sold 
–  investment in digital 
output
–  create new marketing 
services proposition
–  senior management
replaced
reduce cost
strengthen
balance sheet
– site closures
– headcount reduction
– capex reduced
–  significant working
capital improvement
completed 
“  the improvement in our 
revenue and profitability 
was driven by growth in our 
marketing services segment”
 further acquisitions and diversification to enhance marketing solutions offering
 group managed service offering development
 improve margin through efficiency gains  st ives plc annual report and accounts 2012 9
 
exhibitions and events
revenue of £382 million 2011 – £348 million was 96 
ahead of last year and accounted for 136 of the print 
segment revenue we experienced a significant late boost 
in activity for the 2012 london olympics and are benefitting 
from our new modern facility in chessington
point of sale
point of sale material for the uk retailers and brands 
represented 315 of the print segment revenue at 
£882 million 2011 – £857 million although the market 
remains fiercely competitive we have increased our market 
share with some exciting new customer wins and have 
succeeded in renewing a number of our existing contracts 
against strong competition and at acceptable margins
direct response
direct response printing accounted for 281 of the print 
segment revenue market conditions continued to be extremely 
challenging and after the year end we took further action 
to reduce costs by consolidating our operations into a single 
site at bradford which is planned to be completed in 
december 2012
revenue in the direct response business fell compared to the 
previous year to £789 million 2011 – £851 million however 
the sales mix has changed significantly as a result of our 
decision to exit the markets for company reports and cddvd 
inserts the combination of reduced cost base and change of 
sales mix has significantly improved the financial performance 
of this business
marketing services
marketing services accounts for approximately 144 
2011 – 47 of external revenue and includes occam 
tactical solutions and our recently acquired businesses 
response one pragma and incite
2012
£’000
2011
£’000
underlying revenue 47049 14054
underlying operating profit 4011 450
data marketing
our data marketing businesses occam and response one 
represented 528 of marketing services revenue at 
£248 million 2011 – £68 million this combined offering 
gives us a unique endtoend proposition enabling the delivery 
of highly targeted and sophisticated communications to help 
our clients both acquire and retain customers
market sector propositions
publishing services
unrivalled for quality service and innovation we are 
the largest book printer in the country and exclusive 
supplier to many leading publishing houses
marketing solutions
we provide a range of marketing solutions through 
each individual business as well as the combination of 
capabilities which delivers efficient effective marketing 
communications across a range of market sectors
change management
measurement
strategy
execution
insight
these services all contribute to our seamless product offering pages 12 to 23 provide 
a snapshot into how we are building integrated capabilities across our business
distribution
consultancy
book 
production
ebooks
fulfilment
please see the group’s website wwwstivescouk for more information 10 st ives plc annual report and accounts 2012
chief executive’s strategic review continued
within incite our strategic market research business acquired 
in february 2012 our team of senior consultants work with 
clients to help them make decisions and initiate change 
through identifying and communicating market research 
insights we are very pleased with the quality of the business 
and have already identified good opportunities to grow its 
offering both in the uk and overseas
both pragma and incite have potential for significant growth 
and it is our intention to invest further in these businesses 
moving forward
mobile marketing
we have made a minority investment in sponge one of the 
uk’s leading mobile marketing agencies allowing us to offer 
these services as the desire for crossmedia campaign 
execution grows
outlook
st ives’ future is in selling services which enable organisations 
and brands to improve the effectiveness of their marketing 
we have successfully integrated the marketing services 
acquisitions into the group and we are very pleased with  
how the businesses have performed to date
as a result of the major rationalisation across our print 
businesses the requirement for capital expenditure is 
substantially reduced versus historic levels investment is  
now predominantly focused on additional staff expertise and 
capability within the marketing services businesses in order to 
realise growth opportunities extend our customer propositions 
and develop the business for the long term
we do not expect the current extremely difficult trading 
conditions to ease however our market positions are strong 
we continue to improve operational efficiencies our financial 
position is robust and we have recently renewed our banking 
facilities we are proposing an increased dividend and remain 
confident that further progress can be made
we believe that the actions we have taken during the year have 
significantly improved the group’s prospects and positioned it 
well for the future
patrick martell
chief executive
2 october 2012
despite the current economic climate which has resulted  
in client budget pressure and the deferral of some larger 
database builds we have invested in our data marketing 
businesses to expand their capabilities we have also been 
successful in winning new business and in sharing customers 
and expertise across our two businesses
field marketing
our field marketing business tactical solutions represented 
317 of marketing services revenue at £149 million  
2011 – £72 million the business is one of the uk’s leading 
and fastest growing field marketing companies working with 
major brands and retailers to drive increased sales in store 
through targeted intervention
we have invested to grow this business and have adopted  
the latest tabletbased technology to support our teams  
when working in the retail environment
crosssale success between tactical solutions and our  
point of sale business is starting to see some traction with  
a number of projects having been commissioned across a 
range of clients
field marketing is a growing marketing discipline and we  
are well placed to continue to benefit from this growth
consultancy services
our consultancy services businesses pragma and incite 
represented 155 of marketing services revenue at  
£73 million 2011 – £nil
pragma is a leading consultancy firm which specialises in retail 
and consumer markets since its acquisition in september 
2011 the business has integrated well and made an excellent 
contribution to the group
“  we have successfully 
integrated the marketing 
services acquisitions into  
the group and we are very 
pleased with how the 
businesses have performed 
to date”  st ives plc annual report and accounts 2012 11
 
key performance indicators
at the heart of current and future success of the business is evaluating the key performance indicators allowing us 
to measure and manage each segment against expectations each year targets are set and monitored to ensure we 
continue to build on our success to date
integrating our capabilities
as an organisation covering many businesses our future success will be built on continuing to deliver successful 
solutions for our clients based on the integrated capabilities across the group here are some examples of our 
client work this year
0
75
150
225
300
2012 2011 2010
underlying revenue
£m
2803
2905
2827
0
5
10
15
20
2012 2011 2010
underlying operating profit
£m
204
190
209
print

0
10
20
30
40
50
2012 2011 2010
underlying revenue
£m
471
09
141
10
0
10
20
30
40
2012 2011 2010
underlying operating profit
£m
40
02
04
marketing services

8
4
0
4
8
12
2012 2011 2010
underlying revenue growth

103
65
18
0
2
4
6
8
2012 2011 2010
underlying operating margin

75
64
72
group

 continuing operations before nonunderlying items
0
5
10
15
20
2012 2011 2010
underlying earnings 
per share

 p
1561
1183
1445
0
2
4
6
8
2012 2011 2010
total dividends per share
p
575
350
525
12 st ives plc annual report and accounts 2012 st ives plc annual report and accounts 2012 13
sainsbury’s was founded in 1869 by john 
james sainsbury and his wife mary ann 
sainsbury in london and has grown to 
become one of the uk’s largest retailers
building integrated capabilities
engaging
customers
for sainsbury’s
challenge supermarket shopping as with all retail is going through difficult times the combination of shifting demographics the recession and the impact of online shopping has made the need to engage customers instore even more important the retailers who survive will be those who use their stores effectively but also provide a crossmedia model for shoppers
solution st ives works closely with sainsbury’s to deliver engaging instore and point of sale material as well as providing customer campaign execution to ensure that the longterm relationships with customers are maintained this includes direct marketing through mail and email for example during the autumn of 2011 a ‘new look  feel’ was designed produced and installed into four key new development stores around the uk
result by providing a much clearer definition of product categories within each aisle using new materials colours and fonts the existing look was transformed the overall impact on the store was very different and very well received the ‘new look  feel’ has been so successful that it has now become business as usual for all new store developments since june 2012
crossselling for st ives
execution
st ives direct printed all sainsbury’s direct mail campaigns from local marketing to ukwide customer communications
response one provided data cleaning and email execution
sp and service graphics provided instore point of sale material across the entire estate
tactical solutions called in 350 stores every week for a variety of brands driving new product launches and assuring availability
change management
forward thinking provided a wide variety of consultancy services including compliance audits competitor reviews and store surveys
connected thinking delivered technology including datastore
for further information on our business model see page 9
the changing nature of our group allows us to provide increased capability to our clients across the key marketing disciplines
 st ives plc annual report and accounts 2012 15 14 st ives plc annual report and accounts 2012
hsbc is a multinational banking and 
financial services company headquartered 
in london it is the world’s secondlargest 
banking and financial services group with 
some 7200 offices in 85 countries and 
territories across africa asia europe north 
america and south america and around 
89 million customers worldwide
building integrated capabilities
direct solutions 
for hsbc
challenge as a large multinational organisation working across a range of products and services in many geographical areas keeping track and managing efficiency in marketing campaigns is very challenging hsbc knew there were inefficiencies in their communications whether direct or in branch but how to drive these inefficiencies out – and save money – was a major concern
solution st ives started by understanding the challenge it was essential to understand existing processes to implement changes having defined the current state st ives worked with hsbc to review and refine processes across the full marketing spectrum the connected thinking team implemented our dna workflow  tracking modules enabling hsbc to directly enter print brief details request quotations and place orders for direct mail campaigns all online 
result the direct result was money saved reduced end to end campaign times efficient reordering management and reuse of assets increased accuracy when monitoring performance against kpis and better targeting and consistency in media usage across all hsbc brands including first direct and ms money 
cross selling for hsbc
insight
occam built a small database to manage campaign response tracking
execution
st ives direct printed and executed direct mail campaigns
service graphics provided high profile ad hoc projects including exhibition and internal display projects as well as airport branding
sp provided inbranch pointofsale material
change management
forward thinking delivered monthly competitor reviews store surveys and provided the transition management from hsbc’s previous partner
connected thinking used dna for a number of technology based projects to ensure consistent execution and management of campaigns and assets
for further information on our business model see page 9
the changing nature of our group allows us to provide increased capability to our clients across the key marketing disciplines
 st ives plc annual report and accounts 2012 17 16 st ives plc annual report and accounts 2012
as the largest pub and bar operator in the united kingdom 
with around 5000 pubs nationwide punch taverns aims 
to become the uk’s highest quality most trusted and best 
value leased pub company 
building integrated capabilities
serving an 
integrated 
punch
challenge the british pub is an institution under threat the trading environment for pubs and bars has become increasingly challenging over recent years because of changes in the law the recession and food price inflation
punch taverns are looking to buck these trends plans are in place to open more pubs whilst the running of existing pubs will be more tailored to customers’ needs a bespoke marketing programme covering all pubs is needed
solution punch taverns knew it needed a more integrated approach st ives is able to offer a one stop solution utilising the expertise of a number of its businesses far from just focusing on print the account managed by sp encompasses the development of bespoke communications packages for each pub plus ondemand design and print of locally required materials such as menus to ensure consistency of brand messages
result as a brand new piece of business for st ives we are still working towards the end results however by combining capabilities from across the group we are very confident that we can provide an integrated solution that will allow punch to develop bespoke solutions at pub level to engage and retain customers 
cross selling for punch taverns this account is managed by sp but with such a complex account a number of other additional st ives businesses have been engaged
insight
response one and occam will manage data campaigns for the client
execution
in addition to sp sponge will provide sms solutions in the future there is also potential to incorporate digital signage in punch’s pubs
change management
connected thinking which specialises in online campaign management is devising an automated art working system
for further information on our business model see page 9
the changing nature of our group allows us to provide increased capability to our clients across the key marketing disciplines
 st ives plc annual report and accounts 2012 19 18 st ives plc annual report and accounts 2012
bacardi is the 
largest privatelyheld 
familyowned spirits 
company in the world 
its brand portfolio 
comprises more 
than 200 brands 
and labels including 
the eponymous 
bacardi rum
building integrated capabilities
attracting 
new customers 
for bacardi
challenge persuading drinkers to change brand or try something new is never easy to cut through the noise in the retailleisure environment it is essential to be eyecatching and engaging with the adaptability to react to current trends 
solution st ives worked to create innovative high impact material ranging from static displays to digital pricing and posters sp and tactical solutions designed built and deployed point of sale material in store and on premise 
result sales were increased for both on and off trade the provision of staff to deliver and deploy this material means it reaches the customer quickly and end to end implementation time is reduced
cross selling for bacardi
execution
sp provided in store point of sale material
st ives digital media provided electronic point of sale and advertising including shelf edge pricing displays
tactical solutions ensured that the project was managed by one team removing additional organisation from the client this also created logistical cost savings as all items were fulfilled in one place
for further information on our business model see page 9
the changing nature of our group allows us to provide increased capability to our clients across the key marketing disciplines 12 st ives plc annual report and accounts 2012
sainsbury’s was founded in 1869 by john 
james sainsbury and his wife mary ann 
sainsbury in london and has grown to 
become one of the uk’s largest retailers
building integrated capabilities
engaging
customers
for sainsbury’s
challenge
supermarket shopping 
as with all retail is going 
through difficult times 
the combination of shifting 
demographics the recession 
and the impact of online 
shopping has made the need 
to engage customers instore 
even more important the 
retailers who survive will be 
those who use their stores 
effectively but also provide 
a crossmedia model 
for shoppers  st ives plc annual report and accounts 2012 13
solution
st ives works closely 
with sainsbury’s to deliver 
engaging instore and point 
of sale material as well as 
providing customer campaign 
execution to ensure that the 
longterm relationships with 
customers are maintained 
this includes direct marketing 
through mail and email for 
example during the autumn 
of 2011 a ‘new look  feel’ 
was designed produced 
and installed into four key 
new development stores 
around the uk
result
by providing a much 
clearer definition of product 
categories within each aisle 
using new materials colours 
and fonts the existing look 
was transformed the overall 
impact on the store was 
very different and very well 
received the ‘new look  
feel’ has been so successful 
that it has now become 
business as usual for all new 
store developments since 
june 2012
crossselling for st ives
execution
st ives direct printed all 
sainsbury’s direct mail 
campaigns from local 
marketing to ukwide 
customer communications
response one provided 
data cleaning and 
email execution
sp and service graphics 
provided instore point of 
sale material across the 
entire estate
tactical solutions 
called in 350 stores 
every week for a variety 
of brands driving new 
product launches and 
assuring availability
change management
forward thinking 
provided a wide 
variety of consultancy 
services including 
compliance audits 
competitor reviews 
and store surveys
connected thinking 
delivered technology 
including datastore
for further information on our 
business model see page 9
the changing nature of our 
group allows us to provide 
increased capability to our 
clients across the key 
marketing disciplines 14 st ives plc annual report and accounts 2012
hsbc is a multinational banking and 
financial services company headquartered 
in london it is the world’s secondlargest 
banking and financial services group with 
some 7200 offices in 85 countries and 
territories across africa asia europe north 
america and south america and around 
89 million customers worldwide
building integrated capabilities
direct solutions 
for hsbc
challenge
as a large multinational 
organisation working 
across a range of products 
and services in many 
geographical areas keeping 
track and managing efficiency 
in marketing campaigns is 
very challenging hsbc knew 
there were inefficiencies in 
their communications whether 
direct or in branch but how to 
drive these inefficiencies out 
– and save money – was a 
major concern  st ives plc annual report and accounts 2012 15
solution
st ives started by 
understanding the challenge 
it was essential to understand 
existing processes to 
implement changes having 
defined the current state 
st ives worked with hsbc to 
review and refine processes 
across the full marketing 
spectrum the connected 
thinking team implemented 
our dna workflow  tracking 
modules enabling hsbc 
to directly enter print brief 
details request quotations 
and place orders for direct 
mail campaigns all online 
result
the direct result was money 
saved reduced end to end 
campaign times efficient 
reordering management and 
reuse of assets increased 
accuracy when monitoring 
performance against kpis 
and better targeting and 
consistency in media usage 
across all hsbc brands 
including first direct and 
ms money 
cross selling for hsbc
insight
occam built a small database 
to manage campaign 
response tracking
execution
st ives direct printed 
and executed direct 
mail campaigns
service graphics provided 
high profile ad hoc projects 
including exhibition and 
internal display projects 
as well as airport branding
sp provided inbranch 
pointofsale material
change management
forward thinking 
delivered monthly 
competitor reviews 
store surveys and 
provided the transition 
management from 
hsbc’s previous partner
connected thinking 
used dna for a number 
of technology based 
projects to ensure 
consistent execution 
and management of 
campaigns and assets
for further information on our 
business model see page 9
the changing nature of our 
group allows us to provide 
increased capability to our 
clients across the key 
marketing disciplines 16 st ives plc annual report and accounts 2012
as the largest pub and bar operator in the united kingdom 
with around 5000 pubs nationwide punch taverns aims 
to become the uk’s highest quality most trusted and best 
value leased pub company 
building integrated capabilities
serving an 
integrated 
punch
challenge
the british pub is an institution 
under threat the trading 
environment for pubs and 
bars has become increasingly 
challenging over recent years 
because of changes in the 
law the recession and food 
price inflation
punch taverns are looking to 
buck these trends plans are 
in place to open more pubs 
whilst the running of existing 
pubs will be more tailored to 
customers’ needs a bespoke 
marketing programme 
covering all pubs is needed  st ives plc annual report and accounts 2012 17
solution
punch taverns knew it 
needed a more integrated 
approach st ives is able 
to offer a one stop solution 
utilising the expertise of a 
number of its businesses 
far from just focusing on 
print the account managed 
by sp encompasses the 
development of bespoke 
communications packages 
for each pub plus ondemand 
design and print of locally 
required materials such as 
menus to ensure consistency 
of brand messages
result
as a brand new piece of 
business for st ives we are 
still working towards the 
end results however by 
combining capabilities from 
across the group we are very 
confident that we can provide 
an integrated solution that 
will allow punch to develop 
bespoke solutions at pub 
level to engage and 
retain customers 
cross selling for 
punch taverns
this account is managed by 
sp but with such a complex 
account a number of other 
additional st ives businesses 
have been engaged
insight
response one and occam 
will manage data campaigns 
for the client
execution
in addition to sp 
sponge will provide sms 
solutions in the future 
there is also potential 
to incorporate digital 
signage in punch’s pubs
change management
connected thinking 
which specialises 
in online campaign 
management is 
devising an automated 
art working system
for further information on our 
business model see page 9
the changing nature of our 
group allows us to provide 
increased capability to our 
clients across the key 
marketing disciplines 18 st ives plc annual report and accounts 2012
bacardi is the 
largest privatelyheld 
familyowned spirits 
company in the world 
its brand portfolio 
comprises more 
than 200 brands 
and labels including 
the eponymous 
bacardi rum
building integrated capabilities
attracting 
new customers 
for bacardi  st ives plc annual report and accounts 2012 19
challenge
persuading drinkers to 
change brand or try 
something new is never 
easy to cut through the 
noise in the retailleisure 
environment it is essential
to be eyecatching and 
engaging with the 
adaptability to react 
to current trends 
solution
st ives worked to create 
innovative high impact 
material ranging from static 
displays to digital pricing 
and posters sp and tactical 
solutions designed built 
and deployed point of sale 
material in store and 
on premise 
result
sales were increased for 
both on and off trade the 
provision of staff to deliver 
and deploy this material 
means it reaches the 
customer quickly and end 
to end implementation time 
is reduced
cross selling for bacardi
execution
sp provided in store point 
of sale material
st ives digital media 
provided electronic point 
of sale and advertising 
including shelf edge 
pricing displays
tactical solutions ensured 
that the project was 
managed by one team 
removing additional 
organisation from the 
client this also created 
logistical cost savings as 
all items were fulfilled in 
one place
for further information on our 
business model see page 9
the changing nature of our 
group allows us to provide 
increased capability to our 
clients across the key 
marketing disciplines 20 st ives plc annual report and accounts 2012
carphone warehouse is a uk based company established in 1989 with 
over 1700 stores across europe carphone warehouse is europe’s largest 
independent mobile phone retailer
building integrated capabilities
serving customers for 
carphone warehouse
challenge
the world of mobile 
technology is fast 
moving demanding 
and consumer driven 
carphone warehouse 
realised that an effective 
multichannel strategy 
was vital to its success 
and commissioned incite 
to develop and align 
their strategy with a 
consumer pathways 
to purchase study
solution
incite carried out a multi
stage qualitative and 
quantitative research 
programme which identified 
and sized the commercial 
opportunity for the key 
journeys that consumers 
take this highlighted how 
carphone warehouse 
needed to engage with 
and serve their customers 
across all key touchpoints 
result
in utilising this truly customer
centric approach to mobile 
technology carphone 
warehouse gained insight 
into creating real relationships 
with their customers whilst 
the programme provided a 
means to harmonise and 
optimise each customer 
journey it also went deeper 
to inform messaging and 
insitu tactical execution
what we provide
strategy
incite conducted large 
quantitative usage and 
attitudetype surveys 
across various markets 
exploring its brand 
architecture and 
opportunities for growth 
for further information on our 
business model see page 9
the changing nature of our 
group allows us to provide 
increased capability to our 
clients across the key 
marketing disciplines  st ives plc annual report and accounts 2012 21
established in 1860 battersea dogs  cats home is the uk’s oldest and most 
famous home for dogs and cats it is situated in the battersea area of london 
and is financed by voluntary donations
building integrated capabilities
targeting strategy for 
battersea dogs  cats home
challenge
battersea dogs  cats 
home reunites lost 
dogs and cats with their 
owners or gives them 
shelter and the highest 
standards of veterinary 
care until new homes 
can be found the 
charity relies heavily 
on the continued 
generosity of longterm 
loyal supporters
solution
response one envisaged 
a new customer acquisition 
programme empowering 
the charity to translate the 
existing insight they had about 
their loyal supporters into a 
targeting strategy to find the 
most longterm valuable 
supporters for the charity 
result
the campaign exceeded all 
targets with a 27 increase 
in response against budget 
and a 24 increase in income 
against target
“we are delighted with 
the results” says maddy 
eastwood direct marketing 
manager fundraising
what we provide
insight strategy 
and execution
response one provide 
data analysis planning 
services and email 
campaign execution
for further information on our 
business model see page 9
the changing nature of our 
group allows us to provide 
increased capability to our 
clients across the key 
marketing disciplines 22 st ives plc annual report and accounts 2012
founded in 1935 jessops is the united kingdom’s largest specialist 
photographic retailer with over 200 shops across the country
building integrated capabilities
business development 
for jessops
challenge
pragma carried out a 
business plan review 
and a brand development 
strategy for jessops a 
review of all the options 
for the business had to 
be executed rapidly 
due to the challenging 
market conditions that 
jessops faced
solution
pragma’s review identified a 
gamechanging proposition 
that could be implemented 
without further lending or 
shareholder investment 
crucial recommendations 
were made regarding 
jessops’ future trading 
position to secure the 
successful future of 
the company
result
jessops saw an ebitda 
increase of 30 to £57m 
due to strong cost control 
and margin improvement 
total sales rose to £2368m 
and likeforlike sales 
increased by 13
what we provide
strategy
pragma consulting 
provided a strategic 
overview based on 
market insight and 
consumer understanding 
that helped grow a well 
loved high street brand
for further information on our 
business model see page 9
the changing nature of our 
group allows us to provide 
increased capability to our 
clients across the key 
marketing disciplines  st ives plc annual report and accounts 2012 23
clays were delighted to win the order from little brown to produce and 
distribute jk rowling’s new novel ‘the casual vacancy’ 
publishing services
keeping it under wraps
challenge
due to the intense interest 
surrounding this title 
security was extremely 
high it was essential that 
no part of this book was 
leaked before it was 
released on 8am on 
27 september
solution
clays not only printed the 
book but also managed the 
despatch of the casual 
vacancy to retail destinations 
throughout the uk and 
worldwide all within the very 
stringent prepublication 
security requirements
result
heavy supermarket promotion 
was always going to be a 
major element of the book 
launch and clays were asked 
to supply tesco uk stores with 
readypacked promotional 
pallet bins which were 
carefully prepared at clays’ 
onsite distribution centre 
for further information on our 
business model see page 9
the bins were erected 
and filled with books 
before being securely 
wrapped and despatched 
direct to tesco’s 
distribution centres for 
onward delivery to stores
in time for the launch date
the changing nature of our 
group allows us to provide 
increased capability to our 
clients across the key 
marketing disciplines 24 st ives plc annual report and accounts 2012
corporate and social responsibility
“ st ives is committed to 
operating in a socially 
responsible and 
ethical manner”
richard stillwell
chairman
53
reduction in energy 
consumption
201 1  3
33
reduction in total water 
consumption
201 1  5
£43339
in charitable donations
201 1  £16031
a focused approach
the board recognises that in managing the group’s activities 
it has responsibilities to a broad range of stakeholders
in this report we outline how we seek to meet these responsibilities 
and measure the group’s performance now and in the future
csr focus
1
customers 
and 
suppliers
3
charitable and 
political 
donations
4
shareholder 
relations
5
environment
6
health 
and 
safety
2
employees  st ives plc annual report and accounts 2012 25
 
1  customers and suppliers
we aim to utilise our production facilities 
the skills of our employees and suppliers to 
benefit our customers in our dealings with 
customers we adhere to an ethical t rading 
policy the group’s approach for retaining 
customers is to deliver consistency and 
reliability of service and quality no 
customer is tied in to an agreement that 
cannot be terminated in the event of 
underperformance
it is the group’s practice to agree payment 
terms with all suppliers which will be 
adhered to provided that they perform 
in accordance with the agreed terms 
what we are doing
all subsidiaries report on how they manage 
their relationships with key customers their 
managing directors have signed up to the 
group’s anticorruption and bribery policy 
which together with the ethical t rading 
policy  is publicised to all employees 
the group deals with its customers and 
suppliers on an arm’s length commercial 
basis it is a disciplinary offence for 
any employee to breach the group’s 
anticorruption and bribery policy in their 
dealings with customers and suppliers 
payment terms granted to customers are 
negotiated according to the amount at 
risk and the financial strength of the 
customer concerned 
how we are performing
the average creditor days outstanding 
at 27 july 2012 for the group and the 
company were 66 and 56 days 
respectively 201 1 – 83 and 56 days 
the company secretary maintains a 
bribery risk register and the board reviews 
this annually  together with a report from the 
head of internal audit and the company 
secretary on how the group’s anti
corruption and bribery policy has been 
applied during the year 
2 employees
the group is an equal opportunities 
employer and no job applicant or employee 
receives less favourable treatment on the 
grounds of age sex marital status race 
colour  religion or belief individuals with 
disabilities whether registered disabled or 
not receive full and fair consideration for 
all job vacancies to which they are suited 
employees who subsequently become 
disabled will be retained in employment 
wherever possible and will be given help with 
necessary rehabilitation and retraining and 
procedures or equipment suitably modified 
to make full use of an individual’s ability  
what we are doing
the group seeks to pay its employees 
competitive remuneration packages and 
incentives we operate a dignity at work 
policy to ensure that the company and its 
subsidiaries provide a working environment 
free from harassment and bullying and in 
which employees do not behave in a 
manner which may be offensive to others 
our employees are regularly consulted 
by local managers and are kept informed 
of matters affecting them and the overall 
development of the group this is 
supplemented by regular email and other 
communications to staff from the board on 
how the group is performing plans for the 
future and how individuals can contribute 
to achieving the group’s aims 
details of the group’s pension schemes are 
set out on page 39 and in note 25 to the 
financial statements
how we are performing
we measure voluntary employee turnover  
sickness absence and absence from work 
due to accidents each subsidiary applies 
appraisal systems relevant to their business 
and identifies training needs as they arise
3  charitable and 
political donations
as in prior years the group has made 
donations to registered charities generally  
the group supports smaller charities where 
even a modest donation can make a big 
difference donations can be financial or 
the provision of time and material to provide 
added value services for charities
what we are doing
the group supports charities in four ways 
the first way is to set and then donate 
an annual budget to charities serving 
communities in which the group operates 
or to which employees or customers have 
a particular affinity the second is by 
matching contributions made by the 
chairman from foregoing a proportion 
of his fees to registered charities that he 
nominates and the third is to adopt a 
particular charitable project each year  this 
year the charity adopted was ‘face britain’  
developed by the prince’s t rust finally  
individual subsidiaries support initiatives 
of the kind undertaken by occam for 
children’s hospice south west
how we are performing
the group made charitable donations of 
£43339 during the year 201 1 – £16031 to 
a wide spectrum of charities including ace 
centre advisory t rust which offers help 
and support to individuals with complex 
physical and communication difficulties 
and their carers and contributions to a 
number of local hospices 
the group has never made donations to any 
political party and the board has no intention 
to seek shareholders’ approval to permit the 
board to make political donations
occam’s employees were invited to nominate charities of their choice to benefit from 
their fund raising activities in 201 1 the most popular nominations were then put to the 
vote and by an overwhelming majority  the children’s hospice south west was 
selected having a hospice relatively local to occam’s site and which struck a 
particular chord with them
a charity committee was formed and it soon set its aims for the campaign to donate at 
least £10000 to the hospice and to engage as many people as possible in fund 
raising by being as creative as possible to maximise interest in the project launching 
as many fun events as it could – large and small – the committee ensured that the 
campaign was constantly in everyone’s minds and that a steady supply of donations 
was made resulting in the presentation in december 201 1 of a final cheque to the 
hospice to take the total donated to £13590 26 st ives plc annual report and accounts 2012
corporate and social responsibility continued
4  shareholder relations
the board attaches considerable 
importance to maintaining good 
relationships with shareholders effective 
twoway communication with institutional 
shareholders and analysts is established 
through regular presentations involving 
the chief executive and the chief financial 
officer  major shareholders are given 
the opportunity to meet with senior 
nonexecutive directors 
what we are doing
the board receives an investor relations 
report at each of its regular meetings the 
chief executive and the chief financial 
officer conduct biannual analysts’ 
briefings and where appropriate meet 
with the company’s major shareholders 
to further explain the group’s investment 
proposition the group’s website 
including its investor relations area 
has been updated during the year 
how we are performing
the company’s top 20 shareholders hold 
approximately 68 of the company’s 
issued share capital y ear on year  we 
have seen little change in the makeup of 
our major shareholders those in the top 
20 which have an obligation to notify the 
company of their voting interests are 
shown on page 38 
the annual general meeting is regarded 
as an opportunity to communicate directly 
with shareholders and the chairmen of the 
audit nominations and remuneration 
committees will each be available at the 
meeting to answer shareholders’ questions
5 environment
st ives is committed to continuously 
improving its environmental performance 
and ranks its responsibilities with regard to 
environmental protection equally with its 
other key business objectives the board 
is responsible for setting the group’s 
environmental policy
what we are doing
we continually monitor and attempt to 
reduce the group’s overall energy 
consumption emissions from energy  waste 
sent to landfill and water consumption and 
the board receives monthly reports 
on environmental initiatives and any 
issues arising
businesses in our print segment apply an 
iso14001 2004 – certified environmental 
management system to manage their 
performance against the group’s kpis on 
the basis of their consumption per square 
metre of substrate used
the group’s new headquarters and the 
marketing services businesses are office 
environments and their activities have 
minimal effect on the environment 
nevertheless we apply good house
keeping practices such as segregating 
waste for recycling and using timers and 
low voltage lighting where practicable 
how we are performing
the group’s overall performance year on 
year shows significant reductions in energy 
and water consumption primarily due to 
site closures and the disposal of the 
magazine business in april last year  
the print segment also made pleasing year 
on year improvements against its kpis due 
in the main to improved efficiencies in its 
print production processes its customers 
have the final decision on which substrate 
they wish their work to be printed and 
indeed many of the larger book publishers 
prefer to supply their own paper for use in 
producing their work 
the group’s overall performance and the 
print segment’s performance during 2012 
and the previous two years are set out in 
the charts opposite full details are set out in 
the group’s environmental performance 
report which will be made available on 
the group’s website wwwstivescouk 
from 26 october 2012
6  health and safety
the board regards the health and safety 
of the group’s employees while they are 
at work as a preeminent duty
what we are doing
the board ensures that responsibilities for 
health and safety are properly assigned 
accepted and fulfilled within the 
organisation the board’s health and safety 
statement which sets out its approach to 
health and safety  is publicised at all of the 
group’s sites each business has in place 
its own health and safety policy which has 
been adapted to the specific nature of 
its operations 
the first item on the parent board’s meeting 
agenda is to receive a report on
 the circumstances of any accidents 
resulting in three days’ or more absence 
and management action taken as 
a result
 monthly and cumulative statistics on 
the total number of working days lost 
from all accidents ‘riddors’ and 
‘near miss’ incidents
 the cumulative incident rate by 
business of three days’ or more 
absence events and
 group initiatives for improving 
health and safety performance
how we are performing
the total number of accidents at the group’s 
sites for the year ended 27 july 2012 which 
resulted in at least three days’ absence 
each was 14 201 1 – 1 7 and the number of 
days’ work lost from all accidents at work 
was 1 76 days 201 1 – 230 these data 
relate to the company’s subsidiaries at 
27 july 2012 the number of ‘near miss’ 
events recorded was 2 167 201 1 – 1704
a copy of the group’s health and safety 
policy and performance data for 20122013 
will be made available on the group’s 
website wwwstivescouk from 
26 october 2012  st ives plc annual report and accounts 2012 27
 
the ‘face britain’ project was developed by the prince’s t rust foundation for children  
the arts and was officially awarded the guinness world records ™ title for ‘most artists 
working on the same art installation’ 
over 200000 children and young people created selfportraits which were then 
combined to form an image of hm the queen that was projected on to buckingham 
palace for three nights in april 2012 to coincide with her majesty’s birth date st ives 
was proud to support the project’s development by donating its technical expertise 
handson support – with the mass mailout facility to every school in the uk – and the 
print production of a wide and complex range of resource and display materials
as a result of support from st ives and other contributors ‘face britain’ raised a lot of 
money  raised the profile of the charity and got many youngsters interested in art for 
the first time
group environmental key performance indicators
print environmental key performance indicators
0
30
60
90
120
150
2012 2011 2010
53
145
115
total energy consumption
million kwhr
00
03
06
09
12
2012 2011 2010
waste sent to landfill
grams per square metre of substrate
093
110
114
0
15
30
45
60
2012 2011 2010
total emissions from energy
thousand tonnes co
2

34
57
46
0
15
30
45
60
2012 2011 2010
water consumption
millilitres per square metre of substrate
45
57 57
0
500
1000
1500
2000
2500
2012 2011 2010
total waste sent to landfill
tonnes
1510
2264
2006
0000
0008
0016
0024
0032
0040
2012 2011 2010
energy consumption
kwhr per square metre of substrate
 total energy used per square metre
 electricity used per square metre
 gas used per square metre
0037
0009
0027
0038
0011
0027
0034
0008
0026
0
30
60
90
120
2012 2011 2010
total water consumption
thousand cubic metres
69
109
103
richard stillwell
chairman
2 october 2012 28 st ives plc annual report and accounts 2012
financial review
overview of revenue
underlying revenue for the group from continuing operations 
increased by £306 million 103 to £3274 million revenue 
of £252 million is included for response one pragma and 
incite all acquired during the year
revenue from the print segment decreased by £24 million 
09 revenue decreased by 27 in the books business  
but market share increased exhibitions and events revenue 
increased by 96 and was helped by a late surge in 
olympics related work towards the end of the year revenue 
for the point of sale business increased by £25 million 29 
but direct response revenue declined by 73 due to 
planned reductions in capacity and our exit from  
unprofitable markets
revenue for the marketing services segment increased 
significantly due to the acquisitions of response one  
pragma and incite during the year
from a geographical point of view 966 2011 – 958 of 
our print and marketing services’ revenue is generated within 
the uk
gross profit margin and underlying profitability
underlying gross profit margin has increased from 268 to 
274 despite the revenue decline within the print segment 
gross margins in the segment were broadly maintained due to 
improved work mix lower levels of outsourced work improved 
production efficiencies successful procurement initiatives  
and the labour cost reductions resulting from restructuring 
activities gross margins within the marketing services 
segment are significantly higher than those within the print 
segment and therefore the growth of this segment has led  
to the overall improvement in margin at group level
underlying selling and administrative overheads increased by 
£71 million driven by new acquisitions and investment within 
the marketing services businesses of £85 million partially 
offset by restructuring related overhead reductions within  
the print segment
as a result of these management actions underlying profit 
before taxation for the group from continuing operations 
increased from £209 million to £242 million 70 to 74  
of revenue
nonunderlying items
the group has undergone further restructuring during the  
year in order to mitigate the effects of the economic downturn 
remove excess capacity exit unprofitable markets and 
improve operating performance
the £93 million net charge before tax 2011 – £40 million 
relates to redundancy asset impairment and other 
restructuring related costs net of associated asset disposals 
within our direct response point of sale exhibition and 
events and data marketing businesses of £59 million 
acquisition related transaction costs of £14 million and the 
amortisation of acquired intangibles of £37 million partially 
offset by a reduction in estimated acquisition related deferred 
consideration of £17 million
balance sheet
the consolidated balance sheet has strengthened with net 
assets increasing to £1468 million 2011 – £1366 million  
the movement reflects the profit after taxation of £133 million 
dividends of £58 million actuarial losses on the defined 
benefits pension scheme net of deferred tax of £92 million 
and the impact of the issue of shares of £119 million
net debt
net debt increased during the year from a cash balance  
of £163 million to a net debt position of £134 million the 
increase in debt was entirely growthdriven partly due to the 
acquisitions of response one pragma and incite and partly 
due to the working capital requirements associated with a 
number of large contract wins and renewals
in may 2012 the group concluded a new £550 million 
committed revolving multicurrency credit agreement  
which expires on 31 october 2015 
“  underlying revenue has 
increased by £306 million and 
underlying profit before tax by 
£33 million the total dividend 
has increased by 95 to  
575 pence per share”
matt armitage
chief financial officer  st ives plc annual report and accounts 2012 29
 
capital expenditure and depreciation
capital expenditure in cash flow terms on property plant  
and equipment together with additions to intangible assets 
other than in the context of acquisitions was £70 million  
2011 – £89 million and cash receipts from asset disposals 
were £49 million 2011 – £93 million depreciation 
amortisation and impairments charged in the year were  
£132 million 2011 – £350 million which included a  
£135 million impairment charge in respect of the  
disposed magazine printing business 
the group’s businesses are very well invested and they  
are therefore able to operate at reduced levels of capital 
expenditure versus historic levels without any deterioration  
in competitive advantage the group will however continue  
to invest in those businesses that present opportunities  
for growth
acquisitions
on 14 september 2011 the group acquired response one 
holdings limited one of the uk’s leading data marketing 
companies the total consideration payable for the business 
net of cash acquired was £184 million
on 20 september 2011 the group acquired pragma holdings 
limited a leading specialist retail and consumer strategy 
consultancy the total consideration payable for the business 
net of cash acquired was £45 million
on 28 february 2012 the group acquired incite marketing 
planning limited an industry leading consumer research 
consultancy the total consideration payable for the business 
net of cash acquired was £142 million
during the year the group also invested on a minority basis in 
easypress group limited formerly evolvedgroup a provider 
of ebook conversion software and sponge limited a provider 
of mobile marketing solutions
tax
the group’s tax rate on underlying profit before tax was 261 
2011 – 276
the nonunderlying tax credit of £47 million 2011 – £27 million 
relates to the nonunderlying items and the revaluation of 
deferred tax liabilities following the substantial enactment of  
the reduction in the corporation tax rate from 25 to 23
dividends
the board is recommending a final dividend of 400p bringing  
the total dividend for the year to 575p resulting in an underlying 
dividend cover of 26 times
the group remains cashgenerative with a modest level of 
debt at the end of the financial year distributable retained 
earnings in the consolidated balance sheet at 27 july 2012 
were £740 million 2011 – £764 million
pensions
the deficit on an ias 19 basis in the defined benefits pension 
scheme at the end of the year excluding the related deferred 
tax asset was £200 million 2011 – £123 million the increase 
of the deficit is due primarily to a reduction in corporate bond 
yields which in turn reduced the applied discount rate from 
55 to 45 partially offset by a reduction in the assumed 
rate of inflation
the charge to underlying operating profit for this scheme was 
£02 million 2011 – £02 million which represents the costs of 
its administration the consolidated income statement also 
includes a net financing credit of £11 million 2011 – £06 
million which reflects the expected return on assets of the 
scheme based on market rates available at the start of the 
financial year less the effect of the fact that the benefits are 
one year closer to being paid
the group contributes £22 million per annum in order to meet 
its obligations regarding the current level of deficit within the 
scheme the next triennial valuation for the scheme is 
scheduled for april 2013
matt armitage
chief financial officer
2 october 2012 30 st ives plc annual report and accounts 2012
matt armitage
chief financial officer  
group managing director 
– marketing services
matt armitage acma
3
 
43 joined the board on 
3 september 2007 having 
previously worked for 
tequila london ltd – a 
belowtheline marketing 
services business owned 
by omnicom inc – for 5 years 
as their finance director 
matt has headed up 
the group’s marketing 
services businesses since 
march 2012 prior to joining 
the company matt had 
held various financial 
management positions 
with companies operating 
in the telecommunications 
technology and fastmoving 
consumer goods industries 
including 10 years with 
unilever plc
executive directors nonexecutive directors
patrick martell
chief executive
patrick martell
3
 48 joined 
the board on 2 august 2003 
patrick started with the 
group in 1980 was appointed 
a director of clays in 1994 
and became its managing 
director in 2000 since 2003 
patrick has held the positions 
of managing director – media 
products then managing 
director – uk operations 
and was appointed chief 
executive in april 2009
lloyd wigglesworth
group managing director 
– print  publishing services
lloyd wigglesworth
3
 53 
joined the board on 
1 december 2008 initially 
as a nonexecutive director 
taking an executive 
appointment the following 
year and is now responsible 
for the group’s print  
publishing services 
businesses lloyd has 
previously been managing 
director of entertainment 
uk smiths news emap’s 
apex and choice publishing 
companies frontline and the 
dutch meat marketing board 
in the uk in addition he has 
served on the boards of a 
number of retailing marketing 
and property companies after 
starting his career at mars inc 
lloyd is an advisory partner to 
newmarket partners a 
business consultancy
mike butterworth
independent nonexecutive 
director
mike butterworth aca
123
 
51 joined the board on 
1 august 2010 mike has 
served as group finance 
director of cookson group 
plc for the past 7 years a 
ftse250 company supplying 
products processes and 
services to the ceramics 
electronics and precious 
metals industries previously 
mike was group finance 
director of incepta group 
plc for 5 years an 
international marketing and 
communications group 
prior to which he spent 
5 years as group financial 
controller at bba group plc 
the international aviation and 
materials technology group 
mike chairs meetings of the 
audit committee
1 member of the audit committee
2 member of the remuneration committee
3 member of the nominations committee
board of directors
a board combining a wide range 
of relevant experience  st ives plc annual report and accounts 2012 31
 
simon marquis
senior independent 
nonexecutive director
simon marquis
123
 59 joined 
the board on 1 january 2004 
simon has over 30 years’ 
experience in the media and 
marketing industries being 
chairman of media agency 
zenithoptimedia uk until 
2006 and currently chairman 
of c squared holdings ltd 
and national readership 
surveys ltd simon will be 
stepping down from the 
board at the conclusion 
of the 2012 agm
richard stillwell
chairman
richard stillwell
3
 63 joined 
the board on 1 september 
2006 and was appointed 
chairman of the company 
on 26 april 2011 richard 
is a qualified barrister 
nonpractising and holds 
nonexecutive directorships 
with fiberweb plc scott 
bader company ltd 
chairman and tbi ltd until 
2000 richard was executive 
vice president of ici plc 
where he had held various 
posts for 26 years richard 
chairs meetings of the 
nominations committee
helen stevenson
independent nonexecutive 
director
helen stevenson
123
 51 
joined the board on 1 may 
2012 helen was chief 
marketing officer uk at yell 
group plc from 2006 to 2012 
and prior to this served as 
lloyds tsb group marketing 
director helen started her 
career with mars inc where 
she spent 19 years 
culminating in her role as 
european marketing director 
leading category strategy 
development across europe 
helen has additionally served 
as a nonexecutive director 
on the main board of the 
department of work and 
pensions helen sits on the 
henley business school 
strategic advisory board and 
is a nonexecutive director of 
navitas ip a boutique private 
equity partnership
tony stuart
independent nonexecutive 
director 
tony stuart aca
123
 60 
joined the board on 
31 january 2011 tony is a 
former managing director 
at nm rothschild a leading 
uk investment bank where 
he worked for more than 
25 years in the course of his 
career tony was a corporate 
finance adviser to many 
leading companies in the 
uk and overseas now a 
consultant at rothschild 
tony also serves as a director 
of cornwall development 
company and is an 
independent governor at 
university college falmouth 
tony chairs meetings of the 
remuneration committee 32 st ives plc annual report and accounts 2012
responsible 
management
“  st ives is committed to the 
continuous improvement in  
its corporate governance 
practices”
richard stillwell
chairman
compliance statement
the company is required to comply with the uk corporate 
governance code june 2012 ‘the code’ to the extent that  
it applies to ‘smallcap’ companies or explain the reasons for 
noncompliance the code is the corporate governance code 
to which the company is subject and a copy can be found on 
the frc’s website wwwfrcorguk
in the opinion of the board throughout the year ended 27 july 
2012 the company has been in compliance with the code
the following section together with the directors’ 
remuneration report on pages 40 to 49 describes how  
the board has applied the main and supporting principles 
contained in the code and where appropriate it has  
adopted elements of corporate governance good practice
board of directors
the board meets at regular intervals and is responsible to  
the shareholders for overall group strategy acquisitions and 
divestments major capital projects risk and financial matters 
all directors receive agendas and papers in advance of  
each meeting detailed minutes are recorded and actions 
followed up
the board’s membership throughout the year and the 
directors’ attendance at prearranged meetings of the board  
is set out on page 35
it is the opinion of the board that throughout the year each of 
the company’s nonexecutive directors was independent for 
corporate governance purposes and free from any business  
or other relationship which could materially interfere with the 
exercise of his or her judgement in reaching this opinion the 
board has carefully considered the balance between applying 
good practice and what it believes is in the shareholders’ best 
interests the nonexecutive directors each have a clear 
understanding of their roles and responsibilities which are 
appropriately documented the nonexecutive directors met 
during the year with no group executive being present simon 
marquis fulfilled the role of senior independent nonexecutive 
director throughout the year
corporate governance  st ives plc annual report and accounts 2012 33
 
during the year the board carried out a review of matters 
reserved to it for decision the executive directors meet 
regularly with the managing directors of the businesses within 
the group’s business segments to discuss major customers 
sales growth including crossselling opportunities people 
issues and groupwide procurement initiatives
evaluations of the effectiveness of the board its audit and 
remuneration committees and individual directors were 
carried out in 20112012 the effectiveness of the nominations 
committee will be reviewed in november 2012 12 months 
after its inaugural meeting
the audit and remuneration committees evaluated their 
effectiveness by each member completing an extensive 
questionnaire which addressed the areas of behaviour and 
process the annual review of the effectiveness of the board 
was led by the chairman who interviewed directors 
individually the senior independent nonexecutive director 
then interviewed the chairman the key points arising from 
the review were then debated by the full board
the roles of chairman and chief executive are separate and 
distinct and an appropriate division of responsibilities between 
the two has been set out in writing and approved by the board
all directors have full and timely access to all relevant 
information needed to enable them properly to discharge 
their responsibilities a procedure exists for directors to seek 
independent professional advice in the furtherance of their 
duties and to be reimbursed their reasonable legal fees and 
each has access to the advice and services of the company 
secretary all directors also have unrestricted access to 
other executives within the business to discuss any matter 
of concern to them senior executives within the group make 
regular presentations to the board on issues affecting their 
businesses and future challenges and how they propose 
to address them
on appointment each director receives an induction 
appropriate to their previous experience as a director 
and their knowledge of the industry
the company’s articles of association require all directors to 
retire and offer themselves for reappointment by shareholders 
at least once every three years and that any director appointed 
since the most recent annual general meeting ‘agm’ shall 
retire at the next following agm although not required under 
the code all of the directors have however voluntarily agreed 
to retire at the 2012 agm and where appropriate seek 
reelection
the board confirms following a performance review that all 
of the directors standing for reelection continue to perform 
effectively and demonstrate commitment to their roles
board of directors
remuneration 
committee
nominations 
committee
audit 
committee
at least three independent 
nonexecutive directors 
served on each of the 
audit nominations and 
remuneration committees
current board of directors 
to be reelected at the 
2012 agm 34 st ives plc annual report and accounts 2012
audit committee
nominations committee board committees
remuneration committee
the audit committee carries out the functions required by dtr 7  13r 
of the ukla disclosure and t ransparency rules the board is of the 
opinion that throughout the year the audit committee had sufficient 
relevant financial experience and that its membership was made up  
of independent nonexecutive directors
during the year  the audit committee discharged its functions by
 receiving a report at the half year end from deloitte on agreed 
procedures they had undertaken to review certain subsidiaries’ 
balance sheets and income statements and controls 
 reviewing the group’s interim management statements and  
half year report prior to release
 agreeing an internal audit plan and considering reports from 
the group’s head of internal audit on work carried out during 
20112012
 reviewing annual internal controls questionnaires completed  
by the group’s operating sites and the controls over key 
business risks
 agreeing the nature and scope of the external annual audit  
for the financial year 20112012
 reviewing and safeguarding the independence of deloitte  
and reviewing its performance
 recommending deloitte’s reappointment as auditors 
 approving deloitte’s fees for audit and nonaudit services  
within the policy set by the committee
 reviewing the group’s ‘whistleblowing’ policy and
 reviewing the findings of the external audit for the financial year 
201112
the chief financial officer and group managing director – marketing 
services the chief executive and the head of internal audit were also 
invited to attend the meetings to ensure that committee members 
were fully informed and supported in carrying out their duties
the members of the audit committee have been given specific 
approval by the board to meet with the group’s external auditors 
whenever they  or the auditors consider it appropriate during the 
year  the committee’s members had private meetings with 
representatives of deloitte and with the head of internal audit
the main role of the nominations committee is to lead the process  
for board appointments and make recommendations to the board 
during the year the committee’s principal task was to identify and 
recommend the appointment of an independent nonexecutive 
director to fill a vacancy which will arise when simon marquis retires 
from the board later this year  a summary of requirements for the 
candidate was agreed by the committee which then engaged the 
services of jca partners llp  an executive search consultant to 
assist in the process jca produced a short list of potential 
candidates for the committee members to interview the process 
resulted in the appointment of helen stevenson to the board on  
1 may 2012
the committee discharged its other duties by
 deciding on which directors should retire at the forthcoming 
annual general meeting
 considering and approving potential conflicts in directors’ 
interests
 considering whether the nonexecutive directors were sufficiently 
independent for corporate governance purposes and
 approving the division of responsibilities between the chairman 
and the chief executive
audit nominations and remuneration committees of the board 
existed throughout the year  each with written terms of reference 
copies of the terms of reference for these committees can be 
obtained from the company secretary and may be viewed on the 
group’s corporate website wwwstivescouk
the company secretary acts as secretary to these committees and 
ensures that committee members receive agendas and papers in 
advance of each meeting so that they are adequately prepared to 
transact the business in hand
the membership of each committee throughout the year and their 
attendance at prearranged meetings are set out on page 35 in  
the opinion of the board these committees each met sufficiently 
frequently to properly discharge their responsibilities set out in  
their respective terms of reference
the role of the remuneration committee is to set the broad policy for 
remunerating the executive directors and certain members of the 
executive and recommend remuneration strategies which support 
the creation of value for shareholders and support the delivery of the 
group’s strategic priorities
during the year the committee
 approved the payment of bonuses to certain directors for 
20102011
 approved the directors’ remuneration report for 20102011
 approved the structure of the directors’ bonus scheme for 
20112012
 approved the grant of awards under the company’s longterm 
incentive plan 2010 to certain executives and the performance 
conditions attached to their vesting
 approved the executive directors’ salaries for 20122013 and
 reaffirmed the company’s policy that directors’ service  
contracts should make no specific provision for the payment  
of compensation in the event of termination
corporate governance continued  st ives plc annual report and accounts 2012 35
 
other board issues
the company has made qualifying third party provisions for 
the benefit of its directors as defined by section 234 of the 
companies act 2006 which continue in force at the date of 
this report the company has entered into deeds of indemnity 
in favour of each of its directors on identical terms who 
served during the year under which the company has granted 
directors an indemnity to the extent permitted by law in 
respect of liabilities incurred by virtue of their office
in accordance with the provisions of the companies act 2006 
the company has procedures in place to deal with the 
situation where a director has a conflict of interest and 
regularly reviews conflict authorisation directors take no part 
in discussions on matters in which they are interested and  
they may be requested to leave a meeting at which a matter  
in which they are interested is to be discussed
helen stevenson was appointed to the audit and remuneration 
committees on 26 july 2012 
details of directors’ attendance at board and committee 
meetings based on their maximum possible attendance  
during the year are as follows
board
audit 
committee
nominations 
committee
remuneration 
committee
matt armitage 99 – 22 –
mike butterworth
chairman  
audit committee 99 33 22 33
simon marquis 
senior nonexecutive 
director 99 33 22 33
patrick martell 99 – 22 –
richard stillwell
chairman  
nominations committee 99 – 22 –
helen stevenson 44 – – 11
tony stuart
chairman  
remuneration committee 99 33 22 33
lloyd wigglesworth 99 – 22 –
  this table only shows details of attendance at meetings in the prearranged 
annual meeting calendar other adhoc meetings including a meeting of 
the full board to discuss strategic issues and board succession were held 
during the year
throughout the year at least three independent nonexecutive 
directors served on each of the audit nominations and 
remuneration committees
internal control and risk management
the board is responsible for the group’s system of internal 
control including financial operational and compliance 
controls and risk management and for reviewing its 
effectiveness a workable and realistic system can only be 
designed to manage and mitigate rather than eliminate the 
risk of failure to achieve business objectives and therefore 
can only provide a reasonable and not absolute assurance 
against material misstatement or loss
the directors consider themselves collectively responsible  
for ensuring that risks arising from social environmental  
and ethical factors and the health and safety of the group’s 
employees are suitably managed and are referred to the 
board as necessary the board has identified and assessed 
legislative and regulatory regimes which may present a 
significant risk to the business
the group recognises that taking and managing risks is 
inherent in any business and in delivering its strategy on 
pages 36 and 37 we set out the principal strategic market 
operational financial market and legislative regulatory 
contractual and reputational risks their possible impact  
on the business and what mitigating actions the board  
has implemented
the board at least once a year reviews both from a topdown 
and bottomup perspective the impact that these principal 
risks might have on the business
the process by which the board exercises control is by 
holding a regular meetings with senior management drawn 
from each of the print and marketing services segments and 
b monthly management meetings of each operation within 
these segments these meetings are chaired by lloyd 
wigglesworth the group managing director – print  
publishing services and by matt armitage the chief financial 
officer and group managing director – marketing services 
respectively risk is reported on and monitored at the monthly 
management meetings and any new areas of significant risk to 
the businesses are then raised at the next meeting of the 
parent board if considered appropriate
during the year the group’s internal audit function performed 
work on the group’s internal controls reviewing the control 
environment and the testing of those controls controls testing 
of procurement accounts payable payroll stock and credit 
control cycles took place at selected sites
annual internal control questionnaires are completed by all the 
group’s businesses and reviewed by the company secretary 
and head of internal audit any inconsistencies with the 
group’s established corporate governance regimes which  
are identified are disclosed to the audit committee
approved by the board of directors and signed on its behalf by
richard stillwell
chairman 
2 october 2012 36 st ives plc annual report and accounts 2012
delivering our integrated  
business model through effective 
risk management
introduction
the group maintains a high level register of risks that is 
reviewed by the board twiceyearly the following table 
summarises these risks which fall in to the following  
categories – strategic market operational financial 
legislative regulatory contractual and reputational risk –  
the possible impact that each may have on the business  
and examples of mitigating actions
the print businesses and occam each has in place its own 
businessspecific risk register which is kept under regular 
review by its management team each year the managing 
director of each of these businesses confirms to the parent 
board that heshe has formally reviewed their business’s risk 
register any risk at local level that may have an effect on the 
group is escalated to the board businessspecific risk 
registers for response one pragma and incite are being 
formulated but the board has considered the principal risks 
arising from these businesses and has included these in the 
high level risk register as appropriate
“  the group recognises that 
taking and managing risks is 
inherent in any business and in 
delivering its strategy here we 
set out the process by which 
these risks are managed”
patrick martell 
chief executive
group risks
risk mitigation
inability to successfully integrate 
the newly acquired marketing 
services businesses
regular discussion of strategy at board meetings and meetings of representatives from the marketing services 
businesses to develop the group’s proposition and crossselling opportunities
acquisitions not fitting in to the 
group’s strategic direction 
annual board strategic reviews to monitor progress against the business model to as necessary  refresh  
and adapt the group’s acquisition strategy for helping deliver the business model
market risks
risk mitigation
a market decline in revenue from 
books and reduced run lengths 
due to the emergence of ebooks
extend the range of pre and postproduction added value services including minimising customers’ risk 
arising from holding stock increase market share and invest in digital book production to mitigate the impact  
on margin from producing more numerous shorter  book production runs
poor economic conditions inhibit 
growth and create uncertainty
move away from the commoditised print market and invest in a wider range of services to enable customers to 
improve their return on spend rationalise production sites and reduce overhead secure long term customer 
relationships increase market share by targeting potential customers from retail financial services 
publishing fmcg leisure and t ravel automotive charity and the public sectors regularly review 
performance against budget and take remedial action where needed
competitive pressure results in 
the loss of a key customer 
achieve or exceed service level agreements with customers broaden our capabilities providing marketing 
solutions in support of our customers’ marketing strategies avoid over reliance on any single customer  implement 
bespoke propositions for securing the renewal of major accounts providing group support where appropriate
principal risks and uncertainties  st ives plc annual report and accounts 2012 37
 
 
operational risks
risk mitigation
increases in the cost of materials 
consumables or utilities or the 
failure of a key supplier 
avoid dependence on any single supplier  continually monitor key suppliers’ financial strength conduct arms 
length procurement tendering processes enter into longterm agreements where appropriate for paper  ink 
and other consumables receive monthly reports from the group commercial director on procurement 
matters reduce the risk through implementing the strategy to reshape the group’s business
loss of facility due to catastrophe have in place business continuity planning and maintain a comprehensive insurance programme including 
business interruption cover 
a failure to attract develop and 
retain employees with the 
necessary talent for our 
businesses
invest in a groupwide hr function implement appraisals and fulfil training needs where identified develop  
a collaborative culture across the group’s businesses operate allemployee and discretionary l tip share
based incentive schemes and other benefits ingrain a robust health and safety culture throughout the group
legislative and regulatory contractual and reputational risks
risk mitigation
changes in legislation affect  
the ability of the group to  
operate effectively
identify the principal laws and regulations that affect the group’s daytoday business and markets it serves 
covering employment health and safety the environment planning data protection t axation defamation 
bribery and corruption and competition law maintain systems to comply with these and keep developments 
under review
contractual liabilities are 
assumed under contracts with  
its customers or suppliers
involve the group’s inhouse legal team and where appropriate take external legal advice require board 
approval of major contracts of more than three years’ duration andor of a value in excess of £50m and 
contracts with potentially significant risks arising 
exposure to reputational or 
financial damage due to 
accident unethical trading 
noncompliance with legislation 
or regulation or disputes
operate rigorous health and safety and environmental policies monitor compliance measure performance 
and investigate major incidents monitor changes in legislation and regulations take legal advice and provide 
training where necessary apply the group’s policies on ethical t rading share dealings equal opportunities 
dignity at work and whistleblowing have in place business recovery plans and a procedure for dealing with 
‘leaks’ of insider information
finance and treasury risks
risk mitigation
the occurrence of an unplanned 
interest or foreign exchange risk
ensure interest as a proportion of profit before tax is relatively low and so limit the impact of changes in interest 
rates on profit conduct the group’s trading including purchases of property  plant and equipment principally 
in sterling use foreign currency forward contracts to manage foreign exchange risk relating to material 
transactional business ensure the group’s treasury function keeps these matters under review
inability to trade due to lack  
of cash funds 
regularly monitor the group’s performance against its banking covenants and conduct ‘going concern’ 
reviews on a twice yearly basis regularly review the group’s financial kpis with our bankers
a material unrecoverable debt 
arises from the group’s practice 
of trading with the majority of its 
customers on credit
grant credit only to customers who agree to follow the group’s credit verification procedures apply a rigorous 
system of credit control and payments monitoring maintain credit insurance covering the group’s larger trade 
debtors bad debt provisions represented 30 201 1 – 36 of gross trade debtors at the year end
the volatility of the defined 
benefits pension scheme deficit
agree deficit recovery plan with the pension scheme t rustee regularly engage the t rustee directors in 
discussions on the group’s performance manage possible section 75 debts arising from business disposals 
and closures contribute to discussions on the scheme’s investment strategy proactively seek to limit the 
growth in the pension liability 38 st ives plc annual report and accounts 2012
the directors present their directors’ report and the audited 
financial statements for the 52 weeks ended 27 july 2012
principal activities
the principal activities of the group are set out on pages 8  
to 10 of the business review
the subsidiaries principally affecting the profits or net assets 
of the group in the year are listed in note 32 of the 
consolidated financial statements
business and operating review
a detailed review of the performance of the group and its 
future prospects can be found in the chief executive’s 
strategic review the key performance indicators and the 
financial review which should be read in conjunction with  
the chairman’s statement on pages 4 and 5 the report on 
corporate and social responsibility on pages 24 to 27 and the 
principal risks and uncertainties set out on pages 36 and 37 
all of which are incorporated by reference into and form part  
of this directors’ report
this directors’ report covers the year under review and  
the period to the date of signature
certain sections of this annual report and accounts contain 
forwardlooking statements with respect to the strategy 
financial condition results operations and businesses of  
the group or markets in which the group operates these 
statements and forecasts involve risk and uncertainty because 
they relate to events and depend on circumstances that occur 
in the future and relate to events not all of which are within  
the group’s control although the group believes that the 
expectations reflected in such forwardlooking statements  
are reasonable there are a number of factors that could cause 
actual results or developments to differ materially from those 
expressed or implied by these forwardlooking statements 
the group undertakes no obligation to update any forward
looking statement
results and dividends
the group profit for the year before taxation amounted to 
£14908000 2011 – loss of £882000 the directors propose 
a final dividend of 400 pence for each ordinary share payable 
on 21 december 2012 to holders on the register as at  
30 november 2012 if approved the final dividend will make 
total dividends for the year of 575 pence per ordinary share
£’000
ordinary dividends – interim 2018
– proposed final 4793
share capital
details of the company’s share capital are set out in note 27  
to the financial statements the company’s share capital is 
composed of one class of ordinary shares of 10 pence each 
the shares carry no rights to fixed income and each share 
carries the right to one vote at general meetings all shares  
are fully paid there are no specific restrictions on the size  
of a shareholding nor on the transfer of shares which are  
both covered by the provisions of the articles of association 
and prevailing legislation
major interests in shares
as at 27 july 2012 the company had been notified in 
accordance with chapter 5 of the disclosure and transparency 
rules of the following voting rights as shareholders of  
the company
number of  
voting rights 
silchester international investors 
limited and its subsidiaries 16158999 1369
delta lloyd nv and subsidiaries 13661073 1140
standard life investments limited 9161139 799
prudential plc and its subsidiaries 6628182 640
schroder plc 5594902 499
state teachers’ retirement  
system of ohio 5625000 473
majedie asset management 
limited 3804459 359
directors
the present membership of the board is set out on  
pages 30 and 31
richard stillwell holds a number of external nonexecutive 
directorships set out on page 31 which in the opinion of the 
board does not prevent him from devoting sufficient time to  
his responsibilities as chairman of the board
helen stevenson was appointed a nonexecutive director 
during the year on 1 may 2012 
the directors’ interests in shares of the company are set out  
in the directors’ remuneration report on page 46
annual general meeting
the notice of annual general meeting 2012 included with  
the copy of the annual report and accounts will be mailed  
to shareholders on 26 october 2012 and sets out the following 
nonroutine business in addition to routine business
allotment of share capital
the board will seek to renew the shareholders’ authority to 
permit it to allot relevant securities within the limits laid down 
by the companies act 2006 and the december 2008 
guidelines issued by the association of british insurers
disapplication of statutory preemption rights
the directors also seek authority to allot shares in the capital  
of the company pursuant to the foregoing authority granted 
subject to certain stringent conditions
authority for the company to purchase its own  
ordinary shares
it will also be proposed to renew the shareholders’ approval  
for the directors to effect market purchases of the company’s 
ordinary shares on behalf of the company under the authority 
of the companies act 2006 and subject to certain limits  
and restrictions
notice for calling a general meeting
it will be proposed that a general meeting other than an 
annual general meeting may be called on not less than  
14 clear days’ notice
directors’ report  st ives plc annual report and accounts 2012 39
 
full explanations of the foregoing nonroutine business are 
given in the chairman’s letter which accompanies the notice  
of annual general meeting
employment policies
the group is committed to providing equal opportunities  
with regard to employment free from discrimination and 
harassment and in a healthy and safe working environment 
details of how we deliver on these commitments are provided 
in the report on corporate and social responsibility
pension scheme
the group’s companies contribute to a number of defined 
contribution schemes the principal one of which is the st ives 
defined contribution pension plan which is available for all 
eligible employees to join and which was established in 2002 
on the closure of the group’s defined benefits scheme to new 
membership the investments of the defined benefits scheme 
are managed separately partly passively and partly actively 
under the direction of a trustee company ‘the trustee’  
the fund managers of the actively managed portfolios are 
proscribed from holding any investment in or lending to the 
group the number of directors of the trustee is split equally 
between membernominated and companynominated trustee 
directors subject to casual vacancies which may arise from 
time to time
those employees who were active members of the defined 
benefits scheme on 1 september 2009 were each offered an 
invitation to participate in an alternative defined contribution 
group personal pension plan administered by prudential
charitable and political donations
details are given in the report on corporate and social 
responsibility on page 25
creditor payments
details are given in the report on corporate and social 
responsibility on page 25
auditors
the company held a competitive tender in 2009 and retained 
deloitte llp ‘deloitte’ at that time as the group’s auditor
the audit committee has considered the effectiveness of the 
external audit undertaken by deloitte in the light of their internal 
quality control procedures the promptness and accuracy of their 
work and other services obtained from them the committee 
also considered the robustness of deloitte’s safeguards and 
procedures to counter threats or perceived threats to their 
objectivity the application of their independence policies and 
their adherence to the ethical standards published by the 
auditing practices board in all these respects the committee 
was satisfied with deloitte’s objectivity and independence 
during the year the committee satisfied itself that the 
company’s policy on the provision by the group’s external 
auditors of nonaudit services had been appropriately applied
based on a review of deloitte’s performance during 20112012 
and after reviewing their independence the committee has 
recommended to the board that deloitte be reappointed the 
recommendation was accepted and therefore a resolution to 
reappoint them as the group’s auditors will be proposed at 
the forthcoming annual general meeting
going concern
the group’s business activities together with the factors likely 
to affect its future development performance and position are 
set out in the chairman’s statement the chief executive’s 
strategic review and the report on corporate and social 
responsibility the financial position of the group its cash 
flows liquidity position and borrowing facilities are described 
in the financial review in addition note 26 to the financial 
statements includes the group’s objectives policies and 
processes for managing its interest rate risk foreign exchange 
risk credit risk liquidity risk and capital risk the foregoing 
statement review and report are to be found on pages 4 to 37
as highlighted in note 21 to the financial statements the group 
meets its daytoday working capital requirements through  
an overdraft facility of £150 million that is part of an overall 
funding facility of £550 million which falls due for renewal  
on 31 october 2015
the current economic conditions create uncertainty 
particularly over the level of demand for the group’s products 
but the group’s forecasts and projections taking account of 
reasonably possible changes in trading performance show 
that the group should be able to operate within the level of its 
current facility and obtain further financing when the current 
facility expires
after making enquiries the directors consider that the group 
has adequate resources and borrowing facilities to continue in 
operational existence for the foreseeable future consequently 
they have continued to adopt the going concern basis in 
preparing the financial statements
directors’ disclosures to the auditors
each of the directors of the company as at 2 october 2012  
has confirmed that
 so far as the director is aware there is no relevant audit 
information of which the company’s auditors are unaware 
and
 the director has taken all the steps that he ought to have 
taken as a director to make himself aware of any relevant 
audit information and to establish that the company’s 
auditors are aware of that information
this confirmation is given and should be interpreted in 
accordance with the provisions of section 418 of the 
companies act 2006
approved by the board of directors and signed on its behalf by
philip harris
company secretary
2 october 2012 40 st ives plc annual report and accounts 2012
directors’ remuneration report
this report has been prepared in accordance with the relevant conditions of the uk corporate governance code june 2010 
‘the code’ relating to directors’ remuneration and the companies act 2006 the relevant legislation requires the auditors to 
report to the company’s members on certain disclosures contained in this report and to state whether in their opinion that part  
of the report has been properly prepared in accordance with the companies act 2006 the report has therefore been divided 
into separate sections containing unaudited and audited information 
in accordance with the companies act 2006 a resolution to approve this report will be proposed at the company’s annual 
general meeting on tuesday 27 november 2012 details of the resolution may be found in the notice accompanying this  
annual report the vote will be advisory but will be considered carefully by the members of the committee and the board in  
the formulation and approval of the company’s future remuneration policies 
unaudited information 
remuneration committee 
the remuneration committee is responsible for determining and agreeing with the board the overall remuneration strategy and 
individual remuneration packages and contractual arrangements for the executive directors senior management and the 
chairman of the board 
the membership the number of meetings held attendances and a description of the business transacted by the committee 
during the year are detailed in the corporate governance section on pages 34 and 35 
when undertaking its duties the committee ensures that due account is taken of pay and employment conditions throughout  
the group by keeping abreast of matters such as i the general level of salary increases if any applied throughout the group  
ii the levels of bonuses paid and bonus opportunity offered to the workforce as a whole and iii any widespread changes  
that are proposed to groupwide employment conditions 
the full terms of reference for the committee are available on the company’s website wwwstivescouk 
committee’s advisers 
throughout the year the committee and the company were advised by aonhewitt limited operating through the brand hewitt 
new bridge street hnbs other than in relation to advice on remuneration neither aonhewitt limited nor any other part of the 
aon corporation group provided other services to the company 
the committee recognises that although the committee fully accepts the independence of hnbs there may be occasions when 
there could be a conflict of interests when proposals are put by management on the recommendation of hnbs it therefore retains 
pricewaterhousecoopers llp ‘pwc’ to act solely for the committee to review proposals where appropriate 
pwc has provided pensions consulting services to the company in relation to the group’s defined benefits pension scheme  
and due diligence work in respect of potential acquisitions the committee is satisfied that the provision of these services to the 
company does not affect pwc’s ability to comment on proposals for remunerating its executive directors and certain members  
of senior management 
during the year under review the committee also where appropriate sought advice and assistance from the company secretary 
and members of the board including the chairman of the board the chief executive and the chief financial officer  group 
managing director in connection with carrying out its duties none of these persons took part in decisions relating specifically to 
their own remuneration 
remuneration policy 
the committee’s policy for the remuneration of the company’s executive directors is that it should be structured so as to attract 
and retain executives of a high calibre with the skills and experience necessary to develop the company successfully it aims to 
recommend strategies which support the creation of value for shareholders and reflect and support the delivery of the company’s 
strategic priorities while taking due account of market and best practice 
when determining levels of remuneration the committee periodically reviews the remuneration practices adopted by appropriate 
comparator companies both in the market generally and in the same business sector as the company 
the committee believes that a significant portion of the remuneration package of senior executives should be linked to 
performance while ensuring that an appropriate balance is struck between i fixed and variable pay ii shortterm and longterm 
variable pay and iii the delivery of rewards in cash and shares the committee will regularly review the company’s remuneration 
policies to ensure that these policies neither encourage nor reward inappropriate operational risktaking that may be to the 
detriment of shareholders’ interests and that these remuneration policies are therefore compatible with the company’s general 
risk policies and systems   st ives plc annual report and accounts 2012 41
 
with regard to the core elements of executive directors’ remuneration to feature in the forthcoming year the committee has  
taken the following approach 
 base salaries remain frozen at the levels payable at the end of 20112012 
 any bonus awarded shall be capped at 125 per cent of basic salary  
 any bonus earned which is in excess of 50 per cent of basic salary shall normally be satisfied by the award of shares in the 
company which shall be held in trust for two years any shares so awarded are subject in specified circumstances to a 
‘clawback’ from any bonuses paid going forward  
 a third award will be made under the group’s longterm incentive plan  
 the committee’s share ownership guideline requiring executive directors over a five year period to build up and then retain  
a shareholding equal to 100 per cent of their basic salaries will be retained and 
 50 per cent of the number of shares received under any bonus share deferral or longterm incentive plan ‘ltip’ award will 
normally be required to be retained by the executive director until the share ownership guideline is met the committee may 
take account of progress towards achieving this target when determining ltip awards andor the proportion of annual bonus 
that is subject to this requirement 
the main components of the remuneration package for executive directors are 
basic salary 
in setting the basic salary for each executive director the committee takes into account the performance of each individual 
director any changes in position or responsibility market competitiveness as well as pay and conditions in the group as  
a whole basic salary is the only element of pay that is pensionable 
the basic salary of each executive director for the year under review and for the forthcoming year is 
matt armitage £248000
patrick martell £350000
lloyd wigglesworth £248000
save for a modest correctional adjustment in the basic salary of matt armitage in the 20092010 financial year this will be the 
fourth consecutive year of a basic salary freeze at executive director level 
benefits in kind  
executive directors may receive benefits in kind which may include the provision of a car fuel and medical expenses insurance 
costs or their cash equivalent  
pension arrangements 
matt armitage and lloyd wigglesworth each participated during the year in the group’s defined contribution pension scheme  
to which the company also contributes the defined contribution pension scheme has a normal retirement age of 65 
patrick martell’s entitlement to a deferred pension from the group’s defined benefits pension scheme ‘the db scheme’ ceased 
during the year on the payment out of the scheme to a selfmanaged pension arrangement the sum of £941471 transferred  
out was calculated by the db scheme’s actuary after applying a reduction factor agreed by the trustee and applied generally  
to such calculations to take account of the underfunded position of the db scheme  42 st ives plc annual report and accounts 2012
directors’ remuneration report continued
 
annual bonus 
bonuses for 20112012  
at the beginning of the year the remuneration committee took the view that for 20112012 the executive directors should be 
directed primarily to growing earnings per share ‘eps’ supported by secondary personal objectives in the case of matt 
armitage and lloyd wigglesworth based respectively on the integration of the group’s acquisitions and sales performance  
for 20112012 therefore directors were incentivised to earn a bonus of up to 125 per cent of basic salary split as follows 
director portion of bonus relating to eps targets portion of bonus relating to personal targets 
patrick martell 125 of basic salary 0 of basic salary 
matt armitage 1125 of basic salary 125 of basic salary 
lloyd wigglesworth 625 of basic salary 625 of basic salary 
as in prior years in the event that the total bonus earned in 20112012 exceeded 50 per cent of basic salary the excess is 
satisfied in shares under the rules of the deferred bonus scheme ‘the dbs’ – see below part or all of the deferred portion of 
the bonus however would be forfeited if it became apparent during the holding period that the bonus was paid by reference to 
materially misstated results  
the group’s reported underlying eps for 20112012 is 1561 pence and the committee has decided that the portion of each 
director’s bonus which is dependent on the achievement of a significant growth in eps has been met in full resulting in an eps 
performancerelated bonus of 125 per cent of basic salary for patrick martell 1125 per cent of basic salary for matt armitage  
and 625 per cent of basic salary for lloyd wigglesworth the committee having compared the personal targets set for matt 
armitage and lloyd wigglesworth with the outcome for the year decided that an additional bonus of 625 per cent of basic  
salary should be paid to matt armitage and 375 per cent of basic salary to lloyd wigglesworth in relation to this portion of  
their potential bonuses 
bonuses earned by directors in excess of 50 per cent of basic salary will be satisfied in the form of shares in the company the  
full beneficial ownership of which shall be deferred until expiry of a holding period the share deferral element of the bonus shall 
be purchased from net pay by the directors at market value from the group’s employee benefit trust ‘the ebt’ to be held under 
the rules of the dbs in accordance with the rules of the dbs these shares shall inter alia vest immediately but be held on trust 
during a holding period for release to the director in november 2014 provided that he remains employed by the group at that 
time during the holding period the executive will be entitled to vote the shares and receive dividends on them but will be unable 
to sell transfer assign or charge any interest in the shares during the holding period without the consent of the committee 
details of the 20112012 bonuses paid to directors are disclosed on page 45  
bonuses for 20122013 
the committee has determined that delivering growth in eps should be the sole determinant of executive directors’ bonus for 
20122013 therefore a range of stretching eps targets has been established for the executive directors to strive to achieve 
which may result in a maximum potential bonus of 125 per cent of basic salary 
should the bonus earned by a director in 20122013 exceed 50 per cent of his basic salary the excess shall after the usual 
deductions of income tax and employee’s national insurance contributions be applied to purchase shares from the ebt at  
market value such shares once purchased will be held in trust during the twoyear holding period under the rules of the dbs 
these shares shall form part of the director’s shareholding qualification under the committee’s share ownership guideline for 
executive directors   st ives plc annual report and accounts 2012 43
 
share incentive arrangements 
longterm incentive plan 2010 the ‘ltip’ 
the company operates the ltip as its longterm incentive plan for senior executives the ltip was approved by shareholders  
at the 2010 annual general meeting 
in line with current practice the ltip provides for the award of ‘performance shares’ up to a maximum potential award limit of  
125 per cent of basic salary 200 per cent in exceptional circumstances the committee takes the view that this limit allows for 
market competitive grants to be made whilst applying challenging performance conditions the three performance conditions  
set for the awards made under the ltip in 2010 and 2011 are described fully on pages 47 to 49 
the committee is aware that the use of three different performance metrics is not common consequently and having reviewed 
the operation of the ltip in the context of the group’s strategic objectives it is intended to make awards under the ltip in the 
forthcoming year and apply eps and relative total shareholder return targets as the sole conditions for vesting the exact targets 
have not yet been finalised but these will be no less challenging than last year’s 
the committee does not currently consider it necessary to apply any ‘clawback’ provision to ltip awards noting that a clawback 
feature does form part of the annual bonus but will keep this matter under review 
discretionary executive share option scheme 2001 ‘esos 2001’ 
the esos 2001 which has both hmrc ‘approved’ and ‘unapproved’ elements provided for the grant of options to participants 
over shares having a market value of up to 150 per cent of salary in any year 400 per cent in exceptional circumstances 
options granted and outstanding under the esos 2001 are capable of exercise three years after grant subject to continued 
employment and the satisfaction of performance conditions the final award of options to executive directors under this plan  
was made on 3 november 2009 further details of which are set out on pages 46 and 47 
save as you earn share option plan ‘sharesave plan’ 
the company operates a standard hmrcapproved allemployee sharesave plan under which eligible employees including 
executive directors may from time to time be invited to participate the sharesave plan was approved by shareholders at the 
2011 annual general meeting and the first invitations to enter into three year savings contracts with the royal bank of scotland 
plc were issued to all eligible employees on 12 march 2012 the option price set by the committee was 6567 pence per share 
which represented a 20 per cent discount to the market price of the shares at the date of invitation due to the popularity of the 
sharesave plan applications were significantly scaled back and grants of options adjusted to ensure that the maximum number 
of options awarded as a result of this year’s invitation did not exceed one million shares the directors’ interests arising from the 
award of options under the sharesave plan after scaleback are disclosed in the table on page 46 
dilution 
under the ltip esos 2001 and the sharesave plan awards of options over no more than an aggregate 10 per cent of the 
company’s issued share capital may be granted over new issue shares in any rolling 10 year period with awards made under 
any other share plans also being counted 
as at 27 july 2012 excluding lapsed options options over 6303058 shares 526 per cent of the company’s issued share 
capital remain outstanding and so count towards this limit  44 st ives plc annual report and accounts 2012
directors’ remuneration report continued
 
nonexecutive directors’ fees 
the company’s policy on setting nonexecutive directors’ remuneration which is decided by the board but with the non
executive directors not voting where it affects their personal position is to offer fees sufficient to attract and retain individuals of 
appropriate calibre such that they are able to apply an independent view based on their experience and skills these fees which 
have been unchanged since 2007 comprise a base responsibility fee of £30000 per annum plus additional fees of £8000 per 
annum for the post of senior independent nonexecutive director and £4000 per annum for chairing the audit and remuneration 
committees respectively the nominations committee has acknowledged that the nonexecutives directors’ fees are now out of 
line with market rates however it has been decided for the time being not to increase the fees paid 
the fee paid to the chairman is set separately by the committee and has been set at £120000 per annum mr richard stillwell  
has elected to forego £10000 per annum of this fee the company donates this £10000 withheld to registered charities 
nominated by richard stillwell with such contributions being matched by contributions by the company  
nonexecutive directors may not participate in the group’s cash or sharebased incentive arrangements 
service contracts and letters of appointment 
it is the company’s policy that executive directors should serve under rolling service contracts of 12 months’ duration or less and 
that there should be no special provisions for compensation in the event of termination neither in the normal course nor following 
a change in control of the company and that any compensation payments made should take account of the executive’s duty to 
mitigate his loss this policy was confirmed during the year and the service contracts and letters of appointment disclosed below 
comply with this policy  
the policy on nonexecutive directors’ letters of appointment is that they shall be for an initial period of no more than three  
years but subject to notice at any time six months’ notice in the case of the chairman and three months’ in the case of other  
nonexecutive directors  
summaries of the directors’ contracts are disclosed below and brief biographical details are set out on pages 30 and 31 
directors’ contracts and letters of appointment are available for inspection in accordance with provision a44 of the code 
executive date of contract 
unexpired term 
notice period
matt armitage 1 june 2007 12 months
patrick martell 1 august 2003 12 months
lloyd wigglesworth 11 february 2009 12 months
  
nonexecutive date of letter of appointment notice period
mike butterworth 14 july 2010 3 months
simon marquis 5 december 2003 3 months
helen stevenson 3 april 2012 3 months
richard stillwell 11 august 2006  6 months
tony stuart 23 december 2010 3 months
external appointments 
executive directors may accept appointments outside the company with the permission of the board the extent to which  
any fees are retained by the individual or are remitted to the company will be considered on a casebycase basis lloyd 
wigglesworth is an advisory partner for newmarket partners for which he receives fees of £10000 per annum which he is 
permitted to retain newmarket partners helps their clients to develop corporate marketing and financial strategies in a wide  
range of markets in the uk and globally it is also an investor in some of the companies it advises   st ives plc annual report and accounts 2012 45
 
audited information 
directors’ remuneration 
the total amounts for directors’ remuneration were as follows 
 
2012 
£’000
2011 
£’000
emoluments 20952 22054
termination payments – 325
gains on exercise of share options – –
money purchase pension contributions 194 194
 21146 22573
patrick martell is the highest paid director of the company 
individual directors’ emoluments from the group were as follows 
total emoluments  
 
basic 
salaryfee 
note 1 
£’000
cash 
bonus 
£’000
dbs  
shares  
£’000 
benefits  
in kind  
note 2  
£’000 
2012 
£’000
2011 
£’000
executive   
matt armitage 2605 1240 1705 15 5565 5719
patrick martell 3653 1750 2625 15 8043 8059
lloyd wigglesworth  2608 1240 1240 21 5109 5727
nonexecutive   
mike butterworth 340 – – – 340 327
simon marquis 380 – – – 380 380
helen stevenson from 1 may 2012 75 – – – 75 –
richard stillwell 1100 – – – 1100 542
tony stuart 340 – – – 340 162
past directors   
david best to 30 november 2010 – – – – – 113
miles emley to 25 april 2011 – – – – – 1350
 1110142305570 51 20952 22379
in respect of dbs shares matt armitage patrick martell and lloyd wigglesworth will acquire shares in the company from their net 
pay that is pay after deduction of income tax and employees’ national insurance contributions of £81840 £126000 and £59520 
gross pay of £170500 £262500 and £124000 respectively which will be held under the terms of the dbs a description of the 
dbs is given on page 42 
notes 
1 the basic salaries of matt armitage patrick martell and lloyd wigglesworth include additional payments of £12532 £15250 and £12815 respectively  
2011 – £12532 £13119 and £12815 respectively in lieu of the provision of a company car and fuel benefit richard stillwell’s fees are shown after  
foregoing £10000 of fees during 20112012  
2 benefits in kind constitute medical expenses insurance cover for matt armitage patrick martell and lloyd wigglesworth   46 st ives plc annual report and accounts 2012
directors’ remuneration report continued
 
directors’ interests in the share capital of the company 
interests of directors and their connected persons in 10 pence ordinary shares fully paid of the company at 27 july 2012 were 
as follows 
 
27 july 
2012
29 july 
2011 
or date of 
appointment
 if later
executive 
matt armitage 205879 74752
patrick martell 191555 120286
lloyd wigglesworth 115080 30914
nonexecutive 
mike butterworth 11000 11000
simon marquis 3000 3000
helen stevenson appointed 1 may 2012 – –
richard stillwell 42000 13000
tony stuart 20000 10000
all the above share interests were held beneficially and the information given is accurate as at 2 october 2012 the share 
interests of matt armitage patrick martell and lloyd wigglesworth disclosed above include shares purchased from their 
20092010 and 20102011 bonuses which are held in the company’s ebt under the rules of the company’s dbs 
directors’ share options and ltip awards 
details of the share options held by directors are shown below all options were granted for nil consideration 
share options – esos 2001 and sharesave plan 
 number of options   
 date of grant
29 july  
2011 
exercised 
during year
lapsed 
during year
granted 
during year
27 july 
2012
exercise  
price pence 
date  
from which 
exercisable 
expiry 
date
matt armitage    
esos 2001 3 nov 2009 544000 – – – 544000 6617 3 nov 2012 2 nov 2019
sharesave plan 18 apr 2012 – – – 2576 2576 6567 1 jun 2015 1 dec 2015
 544000 ––2576 546576  
patrick martell    
esos 2001 3 nov 2009 544000 – – – 544000 6617 3 nov 2012 2 nov 2019
sharesave plan 18 apr 2012 – – – 2576 2576 6567 1 jun 2015 1 dec 2015
 544000 ––2576 546576  
lloyd wigglesworth    
esos 2001 3 nov 2009 544000 – – – 544000 6617 3 nov 2012 2 nov 2019
sharesave plan 18 apr 2012 – – – 2576 2576 6567 1 jun 2015 1 dec 2015
 544000 ––2576 546576    st ives plc annual report and accounts 2012 47
 
the vesting of the grant of options awarded on 3 november 2009 under the esos 2001 is conditional on the group achieving a 
range of profit before tax for 20112012 as follows  
profit before tax 
percentage of 
award vesting 
stepped scale
above £15m and below £17m 20
above £17m and below £19m 20
above £19m and below £21m  30
£21m or more 30
the conditions of vesting provide that unless the committee determines otherwise for the purposes of calculating the group’s 
profit before tax nonunderlying items shall be excluded the committee may make such adjustments to the method of 
calculating the group’s profit before tax as it considers appropriate to take account of a any increase or variation of the share 
capital of the company b any change to accounting standards practices affecting the calculation of profit before tax or  
c any other factors considered by the committee to be relevant 
ltip awards 
date of award 
market price 
per share 
at date
 of award
29 july 
2011
awarded 
during year
27 july 
2012
end of 
performance 
period 
vesting 
date expiry date
matt armitage 5 jan 2011  9775p 232600 – 232600 july 2013 5 jan 2014 4 jan 2021
 11 nov 2011 9525p – 266800 266800 july 2014 11 nov 2014 11 nov 2021
  232600266800499400 
patrick martell 5 jan 2011 9775p 410500 – 410500 july 2013 5 jan 2014 4 jan 2021
 11 nov 2011 9525p 470800 470800 july 2014 11 nov 2014 11 nov 2021
  410500470800881300 
lloyd wigglesworth 5 jan 2011 9775p 232600 – 232600 july 2013 5 jan 2014 4 jan 2021
 11 nov 2011 9525p – 266800 266800 july 2014 11 nov 2014 11 nov 2021
  232600266800499400 
the vesting of ltip awards made on 5 january 2011 is subject to performance conditions a b and d below and the vesting 
of awards made on 11 november 2011 is subject to performance conditions a c and d below set by the committee over a 
three year period as follows  
a the eps target  
one half of the total number of shares over which an award is granted is subject to an absolute adjusted eps target for these 
purposes the eps target will be calculated by reference to the adjusted eps as set out in the company’s annual report and 
accounts for the relevant financial year subject to such further adjustments as the committee considers fair and reasonable  
no part of the award made on 5 january 2011 subject to the eps target will vest unless eps for the 20122013 financial year is 
equal to or greater than 14 pence with full vesting for eps of 16 pence or more as follows 
eps for the 20122013  
financial year 
percentage of the total number of shares subject to the eps target that  
will vest 
16 pence or more 100 ie 50 of the total number of shares subject to the award 
from 14 pence to 16 pence between 25 and 100 on a straightline basis ie between 125 and 50 of the 
total number of shares subject to the award 
less than 14 pence 0 
  48 st ives plc annual report and accounts 2012
directors’ remuneration report continued
 
no part of the award made on 11 november 2011 subject to the eps target will vest unless eps for the 20132014 financial year is 
equal to or greater than 16 pence with full vesting for eps of 1780 pence or more as follows 
eps for the 20132014  
financial year 
percentage of the total number of shares subject to the eps target that  
will vest 
1780 pence or more 100 ie 50 of the total number of shares subject to the award 
from 1600 pence to 1780 pence between 25 and 100 on a straightline basis ie between 125 and 50 of the 
total number of shares subject to the award 
less than 16 pence 0 
b nonprint added value target 
one quarter of the total number of shares over which an award is granted is subject to a target based on the increase in ‘added 
value’ attributable to nonprint activities for the 20122013 financial year and an absolute eps underpin for these purposes 
added value attributable to nonprint activities for the 20122013 financial year will be defined as sales less the costs of materials 
and boughtin costs attributable to nonprint activities such as database marketing preretail services and retail consultancy no 
part of the award subject to the nonprint added value target will vest unless the added value attributable to nonprint activities for 
the 20122013 financial year is equal to 16 with full vesting for added value attributable to nonprint activities of 20 or more  
as follows 
added value attributable to  
nonprint activities for the  
20122013 financial year 
percentage of the total number of shares subject to the nonprint added value 
target that will vest subject to satisfaction of the eps underpin 
20 or more 100 ie 25 of the total number of shares subject to the award 
from 16 to 20 between 25 and 100 on a straightline basis ie between 625 and 25 of the 
total number of shares subject to the award 
less than 16 0 
c marketing services segment underlying operating profit target 
one quarter of the total number of shares over which an award is granted is subject to achieving at least 25 per cent of the 
group’s underlying operating profit ie profit before nonunderlying items from the marketing services segment in the 20132014 
financial year as follows 
percentage of group operating profit 
attributable to the marketing services 
segment for the 20132014 financial year 
percentage of the total number of shares subject to the nonprint added value 
target that will vest subject to satisfaction of the eps underpin 
40 or more 100 ie 25 of the total number of shares subject to the award 
from 25 to 40 between 25 and 100 on a straightline basis ie between 625 and 25 of the 
total number of shares subject to the award 
less than 25 0 
d relative tsr target 
one quarter of the total number of shares over which an award is granted is subject to a target measuring the relative total 
shareholder return ‘tsr’ of the company against a comparator group comprising those companies listed in the ftse allshare 
support services sector excluding ftse100 companies on the award date and the satisfaction of an absolute eps underpin 
the tsr condition will be measured over a fixed threeyear period from the date of the award and tsr will normally be averaged 
over the threemonth period immediately prior to the commencement of the performance period and the threemonth period 
immediately preceding the end of the performance period   st ives plc annual report and accounts 2012 49
 
no part of the award subject to the tsr target will vest unless the company’s tsr at the end of the performance period is at least 
the median as follows 
rank of the company’s tsr against  
the comparator group at the end of  
the performance period 
percentage of the total number of shares subject to the tsr target that will vest 
subject to satisfaction of the eps underpin 
upper quartile or above 100 ie 25 of the total number of shares subject to the award 
between median and upper quartile between 25 and 100 on a straightline basis ie between 625 and 25 of the 
total number of shares subject to the award 
median 25 ie 625 of the total number of shares subject to the award 
below median 0 
in addition no part of the award subject to conditions a b and c described above will vest if eps is less than 12 pence for  
the 20122013 financial year for the 5 january 2012 award or is less than 1450 pence for the 20132014 financial year for the  
11 november 2011 award unless the committee in its discretion determines otherwise 
the market price of st ives plc ordinary shares of 10 pence each at 27 july 2012 was 7150 pence and the range during the 
financial year was 6750 pence to 9525 pence  
pension 
pension contributions made by the company to defined contribution schemes in respect of executive directors are shown below 
 
 2012
 £’000
2011
 £’000
matt armitage 97 97
lloyd wigglesworth 97 97
 194 194
performance graph 
the graph below shows the company’s performance measured by total shareholder return compared with the performance of 
the ftse small cap index over the past five years the ftse small cap has been chosen as a comparator as it represents a 
broad equity index of which the company has been a constituent member for the majority of the relevant five year period  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
approved by the board and signed on its behalf by 
 
 
 
 
tony stuart 
chairman of the remuneration committee 
2 october 2012 
st ives plc vs ftse small cap – total shareholder return index
140
120
100
80
60
40
20
0
july 2007
st ives plc ftse small cap
july 2008 july 2009 july 2010 july 2011 july 2012 50 st ives plc annual report and accounts 2012
statement of directors’ responsibilities
 
the directors are responsible for preparing the annual report 
directors’ remuneration report and the financial statements  
in accordance with applicable law and regulations 
company law requires the directors to prepare financial 
statements for each financial year  
under that law the directors are required to prepare the group 
financial statements in accordance with international financial 
reporting standards ‘ifrss’ as adopted by the european 
union and article 4 of the ias regulation and have elected  
to prepare the parent company financial statements in 
accordance with united kingdom generally accepted 
accounting practice united kingdom accounting standards 
and applicable law under company law the directors must 
not approve the accounts unless they are satisfied that they 
give a true and fair view of the state of affairs of the company 
and of the profit or loss of the company for that period  
in preparing the group financial statements international 
accounting standard 1 requires that directors 
 properly select and apply accounting policies 
 present information including accounting policies in a 
manner that provides relevant reliable comparable and 
understandable information  
 provide additional disclosures when compliance with the 
specific requirements in ifrss are insufficient to enable  
users to understand the impact of particular transactions 
other events and conditions on the entity’s financial position 
and financial performance and 
 make an assessment of the company’s ability to continue  
as a going concern 
in preparing the parent company financial statements  
the directors are required to 
 select suitable accounting policies and then apply  
them consistently 
 make judgements and accounting estimates that are 
reasonable and prudent 
 state whether applicable united kingdom accounting 
standards have been followed subject to any material 
departures disclosed and explained in the financial 
statements and 
 prepare the financial statements on the going concern basis 
unless it is inappropriate to presume that the company will 
continue in business 
the directors are responsible for keeping adequate accounting 
records that are sufficient to show and explain the company’s 
transactions and disclose with reasonable accuracy at any  
time the financial position of the company and 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 hence for taking reasonable steps for the 
prevention and detection of fraud and other irregularities 
the directors are responsible for the maintenance and integrity 
of the corporate and financial information included on the 
group’s website legislation in the united kingdom governing 
the preparation and dissemination of financial statements may 
differ from legislation in other jurisdictions 
the directors confirm that to the best of their knowledge the 
financial statements prepared in accordance with the relevant 
financial reporting framework give a true and fair view of the 
assets liabilities financial position and profit or loss of the 
company and the undertakings included in the consolidation 
taken as a whole and the management report which is 
incorporated into the directors’ report includes a fair review  
of the development and performance of the business and the 
position of the company and the undertakings included in the 
consolidation taken as a whole together with a description of 
the principal risks and uncertainties that they face 
approved by the board of directors and signed on its behalf by 
 
 
 
 
 
patrick martell 
chief executive 
2 october 2012 
   st ives plc annual report and accounts 2012 51
independent auditors’ report to the members of st ives plc
we have audited the group financial statements of st ives plc 
for the 52 weeks ended 27 july 2012 which comprise the 
consolidated income statement the consolidated statement  
of comprehensive income the consolidated statement of 
changes in equity the consolidated balance sheet the 
consolidated cash flow statement and the related notes 1  
to 32 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 to 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 
respective responsibilities of directors and auditor 
as explained more fully in the directors’ responsibilities 
statement the directors are responsible for the preparation  
of the group financial statements and for being satisfied that 
they give a true and fair view our responsibility is to audit  
and express an opinion on the group financial statements in 
accordance with applicable law and international standards  
on auditing uk and ireland those standards require us to 
comply with the auditing practices board’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 misstatement whether caused by fraud or error 
this includes an assessment of whether the accounting 
policies are appropriate to the group’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 group financial statements 
 give a true and fair view of the state of the group’s affairs  
as at 27 july 2012 and of its profit for the 52 week period  
then ended 
 have been properly prepared in accordance with ifrss  
as adopted by the european union and 
 have been prepared in accordance with the requirements of 
the companies act 2006 and article 4 of the ias regulation 
separate opinion in relation to ifrss as issued by  
the iasb 
as explained in note 1 to the group financial statements  
the group in addition to complying with its legal obligation  
to apply ifrss as adopted by the european union has also 
applied ifrss as issued by the international accounting 
standards board iasb 
in our opinion the group financial statements comply with  
ifrss as issued by the iasb 
opinion on other matter prescribed by the 
companies act 2006 
in our opinion the information given in the directors’ report for 
the financial year for which the group financial statements are 
prepared is consistent with the group financial statements 
matters on which we are required to report  
by exception 
we have nothing to report in respect of the following 
under the companies act 2006 we are required to report  
to you if in our opinion 
 certain disclosures of directors’ remuneration specified by 
law are not made or 
 we have not received all the information and explanations  
we require for our audit 
under the listing rules we are required to review 
 the directors’ statement contained within the directors’ report 
in relation to going concern and 
 the part of the corporate governance statement relating to 
the company’s compliance with the nine provisions of the  
uk corporate governance code specified for our review 
 certain elements of the report to shareholders by the board 
on directors’ remuneration 
other matter 
we have reported separately on the parent company financial 
statements of st ives plc for the 52 weeks ended 27 july 2012 
and on the information in the directors’ remuneration report 
that is described as having been audited 
 
 
kate j houldsworth senior statutory auditor 
for and on behalf of deloitte llp 
chartered accountants and statutory auditor 
london 
2 october 2012  52 st ives plc annual report and accounts 2012
consolidated income statement
52 weeks to 27 july 2012 52 weeks to 29 july 2011 
 
note
underlying
£’000
non
underlying
note 7
£’000
total 
£’000
underlying 
£’000 
non
underlying
note 7
£’000
total
£’000
     
revenue 3 4 327376 2083 329459296790 454297244
cost of sales  237686 4066 241752217284 4645221929
gross profitloss  89690 1983 87707 79506 4191 75315
selling costs  24469 739 2520824160 27624436
administrative expenses  40952 8019 48971 34207 3842 38049
other operating income  184 1421 1605 181 4300 4481
profitloss from operations 4 5 24453 9320 15133 21320 4009 17311
investment income 8 15239 – 1523913973 –13973
finance costs 9 15464 – 1546414388 –14388
profitloss before tax  24228 9320 14908 20905 4009 16896
income tax chargecredit 10 6316 4737 1579 5764 2692 3072
profitloss for the period from continuing operations 17912 4583 13329 15141 1317 13824
loss from discontinued operations 12 ––– 1312 17273 18585
net profitloss for the period  17912 4583 13329 13829 18590 4761
          
attributable to         
shareholders of the parent company  17795 4532 13263 13748 18551 4803
noncontrolling interests  117 51 66 81 39 42
   17912 4583 13329 13829 18590 4761
         
basic earnings per share p         
from continuing operations 14 1561 397 1164 1445 123 1322
from continuing and discontinued operations 14 1561 397 1164 1319 1780 461
          
diluted earnings per share p         
from continuing operations 14 1544 393 1151 1436 122 1314
from continuing and discontinued operations 14 1544 393 1151 1311 1769 458
 nonunderlying items comprise restructuring costs provision releases operating results of noncontinuing sites acquisition costs adjustments to deferred consideration net profit on disposal 
of property plant and equipment amortisation of acquired intangibles and other oneoff items 
   st ives plc annual report and accounts 2012 53
consolidated statement of comprehensive income
 
 
52 weeks to 
27 july
2012
 £’000
52 weeks to 
29 july
2011
 £’000
profitloss for the period 13329 4761
actuarial lossgains on defined benefits pension schemes 11256 16696
transfers of gains on cash flow hedges to hedged items 5 59
gains on cash flow hedges  66 4
tax creditcharge on items taken directly to equity 2049 4697
other comprehensive expenseincome for the period 9146 11944
total comprehensive income for the period 4183 7183
    
attributable to   
shareholders of the parent company 4117 7141
noncontrolling interests 66 42
  4183 7183
  54 st ives plc annual report and accounts 2012
consolidated statement of changes in equity
 
 
 
share 
capital 
£’000 
share 
premium 
£’000 
esop 
reserve 
£’000
capital 
redemption 
reserve 
£’000
share 
option 
reserve 
£’000
hedging 
and 
translation 
reserve 
£’000
other 
reserves 
£’000 
retained 
earnings 
£’000 
non
controlling 
interest 
£’000
total
£’000
balance at 31 july 2010 10358 46706 1913 1238 60 43 46134 73394 –129886
lossprofit for the period – – –– –– – 4803 42 4761
other comprehensive 
lossincome for the period 
– – – – – 39 39 11983 – 11944
comprehensive lossincome  
for the period 
– – – – – 39 39 7180 42 7183
arising on acquisition of 
subsidiary note 11 
– – –– –– – – 620 620
dividends – – –– –– – 3616 – 3616
issue of share capital 227 1834 769 – – – 2603 606 – 2224
recognition of sharebased 
payments 
– – – – 284 – 284 – – 284
balance at 29 july 2011 10585 48540 1144 1238 344 4 48982 76352 662136581
profit for the period – – –– –– – 13263 66 13329
other comprehensive 
incomeloss for the period 
– – – – – 46 46 9192 – 9146
comprehensive income for  
the period 
– – – – – 46 46 4071 66 4183
adjustment in respect of 
acquisition of subsidiary  
note 11 
– – –– –– – – 13 13
dividends – – –– –– – 5774 – 5774
issue of share capital 1398 9467 788 – – – 10255 607 – 11046
recognition of sharebased 
payments 
– – – – 767 – 767 – – 767
balance at 27 july 2012 11983 58007 356 1238 1111 50 60050 74042 715 146790
   st ives plc annual report and accounts 2012 55
consolidated balance sheet
 
 
  note 
27 july
2012
£’000
29 july
2011
£’000
assets   
noncurrent assets   
property plant and equipment 15 56361 62376
goodwill 16 87169 67443
other intangible assets  16 31325 11522
other financial assets 17 3050 2429
    177905 143770
current assets     
inventories 18 7038 7182
trade and other receivables 19 89498 65110
derivative financial instruments  19 76 4
cash and cash equivalents 19 12109 16262
    108721 88558
total assets   286626 232328
liabilities     
current liabilities     
trade and other payables 20 79101 69255
income tax payable   1752 3283
deferred consideration payable   4731 1677
deferred income 22 824 376
provisions 23 1348 1626
    87756 76217
noncurrent liabilities     
loans 21 25550 –
retirement benefits obligations 25 19991 12295
deferred consideration payable   – 2621
provisions 23 1190 687
deferred tax liabilities 24 5349 3927
    52080 19530
total liabilities   139836 95747
net assets   146790 136581
equity     
capital and reserves     
share capital 27 11983 10585
other reserves   60050 48982
retained earnings   74042 76352
attributable to shareholders of the parent company    146075 135919
noncontrolling interests   715 662
total equity  146790 136581
these financial statements were approved by the board of directors on 2 october 2012 and signed on its behalf by 
 
patrick martell  matt armitage 
chief executive  chief financial officer 56 st ives plc annual report and accounts 2012
consolidated cash flow statement
 
note 
52 weeks to 
27 july
2012
 £’000
52 weeks to 
29 july
2011
 £’000
operating activities  
cash generated from operations 28 10822 22282
interest paid   1442 1079
income taxes paid   5700 1323
net cash generated from operating activities   3680 19880
   
investing activities   
purchase of property plant and equipment   6426 6814
purchase of other intangibles   613 2070
proceeds on disposal of property plant and equipment   4917 9263
disposal proceeds of subsidiaries net of cash disposed   2255 14772
acquisition of subsidiaries net of cash acquired 11 24692 12170
purchase of availableforsale financial assets 17 2500 –
net cash used ingenerated from investing activities   27059 2981
   
financing activities   
dividends paid 13 5774 3616
increasedecrease in bank loans   25000 13494
net cash generated fromused in financing activities   19226 17110
net decreaseincrease in cash and cash equivalents   4153 5751
cash and cash equivalents at beginning of the period   16262 10515
effect of foreign exchange rate changes   – 4
cash and cash equivalents at end of the period 28 12109 16262  st ives plc annual report and accounts 2012 57
notes to the consolidated financial statements
 
1 general information 
st ives plc is a company incorporated in england and wales under the companies act 2006 the address of the registered 
office is one tudor street london ec4y 0ahthe nature of the group’s operations and its principal activities are set out in  
the business review pages 6 to 29 
these consolidated financial statements ‘the financial statements’ are presented in sterling because this is the currency  
of the primary economic environment in which the group operates 
in the current period the following revised standards and interpretations have been adopted 
improvements to ifrss 2010 may 2010  
amendments to ifrs 7 october 2010 financial instruments disclosures 
amendments to ias 24 november 2009 related party disclosures 
two interpretations issued by the international financial reporting interpretations committee are effective for the current period  
ifric 14   prepayments of a minimum funding requirement 
ifric 19   extinguishing financial liabilities with equity  
the adoption of these interpretations has not led to any changes in the group’s accounting policies 
at the date of authorisation of these financial statements the following standards amendments and interpretations which have 
not been applied in these financial statements were in issue but not yet effective and in some cases had not yet been adopted 
by the eu the group has not applied these standards in the preparation of the consolidated financial statements 
ias 1 amendments presentation of items of other comprehensive income this standard is mandatory for accounting 
periods effective after 1 july 2012 
ias 12 amendments deferred tax recovery of underlying assets this standard is mandatory for accounting periods 
effective after 1 january 2012 
ias 19 revised employee benefits this standard is mandatory for accounting periods effective after 1 january 2013 
ias 28 revised investments in associates and joint ventures this standard is mandatory for accounting periods 
effective after 1 january 2013 
ias 32 amendments offsetting financial assets and financial liabilities this standard is mandatory for accounting periods 
effective after 1 january 2014 
ifrs 1 amendments government loans this standard is mandatory for accounting periods effective after 1 january 2013 
ifrs 9  financial instruments this standard is mandatory for accounting periods effective after  
1 january 2015 
ifrs 10 consolidated financial statements this standard is mandatory for accounting periods effective after  
1 january 2013 
ifrs 11  joint arrangements this standard is mandatory for accounting periods effective after 1 january 2013 
ifrs 12 disclosure of interest in other entities this standard is mandatory for accounting periods effective 
after 1 january 2013 
ifrs 13 fair value measurement this standard is mandatory for accounting periods effective after  
1 january 2013 
in addition ‘annual improvements 20092011 cycle’ includes amendments to a number of standards and interpretations 
including ias 1 ias 16 ias 12 ias 32 ias 34 ifrs 1 and ifrs 8 the effective date of all the amendments is for annual 
periods beginning on or after 1 january 2013 
  58 st ives plc annual report and accounts 2012
notes to the consolidated financial statements continued
2 significant accounting policies 
the financial statements have been prepared in accordance with international financial reporting standards ‘ifrs’ adopted 
by the european union and ifrss as issued by the international accounting standards board ‘iasb’ and article 4 of the eu 
ias regulation 
the financial statements have been prepared on the historical cost basis except for the revaluation of financial instruments the 
significant accounting policies adopted are set out below 
in the process of applying the group’s accounting policies management has made judgements as to the policies that have the 
most significant effect on the amounts recognised in the financial statements the accounting estimates and assumptions that 
management considers to be its critical accounting estimations are detailed and explained in the financial review 
going concern 
the directors have at the time of approving the financial statements a reasonable expectation that the company and the 
group have 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 further detail is contained in the directors’ report 
on page 39 
a basis of consolidation 
the consolidated financial statements incorporate the financial statements of the company and entities controlled by the 
company its subsidiary undertakings for each period control is achieved where the company has the power to govern  
the financial and operating policies of an investee 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 income statement  
from the effective date of acquisition or up to the effective date of disposal as appropriate  
the consolidated income statement does not consolidate line by line the trading of operations classified as discontinued 
operations these are shown on a single line under ‘profitloss from discontinued operations’ in the consolidated income 
statement  
where necessary adjustments are made to the results of subsidiaries to bring their accounting policies into line with those  
of the group all intragroup transactions balances income and expenses are eliminated on consolidation 
b columnar classification in the consolidated income statement 
income statement items are presented in the middle column under the heading ‘nonunderlying items’ if they are significant in 
size and do not occur in the normal course of business or if they comprise the operating results of a site arising after a formal 
decision on its closure has been taken where that site does not meet the definition of a discontinued operation under ifrs 5 – 
assets held for sale and discontinued operations in which case the site and its activities are referred to as a ‘noncontinuing 
operation’ or if they comprise amortisation charges on acquired intangible assets 
c revenue recognition 
revenue 
revenue is measured at the fair value of consideration received or receivable and comprises amounts receivable for goods 
and services net of trade discounts upfront payments vat and other salesrelated taxes  
revenue for goods is recognised in the consolidated income statement when the significant risks and rewards of ownership 
are transferred to the customer normally on shipment of the product  
revenue for service is recognised as services are delivered or in proportion to the level of services performed revenue for the 
level of services performed is recognised using the stage of completion method when the outcome can be measured reliably 
the stage of completion is determined using relevant criteria including service performed as a percentage of total services or 
as proportion of costs incurred  
income from advance billings is deferred and released to revenue when conditions for its recognition have been fulfilled 
interest income 
interest income is accrued on a time basis by reference to the principal outstanding and at the effective interest  
rate applicable   st ives plc annual report and accounts 2012 59
  
d intangible assets 
goodwill 
goodwill arising on the acquisition of a subsidiary represents the excess of the cost of the acquisition over the net fair value of 
the identifiable assets liabilities and contingent liabilities of the subsidiary at the date of the acquisition fair value is finalised 
within 12 months of the date of the acquisition goodwill is not amortised but reviewed for impairment annually in accordance 
with the impairment of goodwill policy set out below 
other intangible assets – computer software 
computer software that is not integral to an item of property plant or equipment is classified as an intangible asset and is held 
on the consolidated balance sheet at cost these assets are amortised over their estimated useful lives which is generally two 
to five years 
other intangible assets – customer relationships  
customer relationships identified as separable intangible assets in the context of business combinations are capitalised at their 
fair value at the date of acquisition they are amortised over their estimated useful lives which is generally eight to ten years  
other intangible assets – proprietary techniques 
proprietary techniques identified as separable intangible assets in the context of business combinations are capitalised at their 
fair value at the date of acquisition they are fully amortised over their estimated useful life which is generally eight years 
e property plant and equipment 
property plant and equipment held for use in the production or supply of goods or for administration purposes is stated in the 
consolidated balance sheet at deemed cost less any accumulated depreciation and impairment losses 
costs are recognised as an asset only when it is probable that future economic benefits associated with the item will flow to the 
group and the cost of the item can be measured reliably all repairs and maintenance are charged to the consolidated income 
statement during the period in which they are incurred  
assets in the course of construction are carried at cost less any recognised impairment loss cost includes professional fees 
depreciation of these assets commences when the assets are ready for their intended use 
freehold land is not depreciated 
depreciation is charged other than on freehold land and assets under the course of construction so as to write off the cost  
or valuation of assets over their estimated useful lives using the straightline method on the following basis 
freehold buildings 2 – 4
long leases period of lease
plant and machinery 10 – 33
1
3
fixture fittings and equipment 10 – 33
1
3
motor vehicles 20 – 25
the gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sale proceeds 
and the carrying amount of the asset and is recognised in the consolidated income statement 
f impairment of property plant and intangible assets excluding goodwill 
at each balance sheet date the group reviews the carrying amounts of its property plant and equipment and intangible assets 
to determine whether there is any indication that those assets have suffered any impairment loss 
if any such indication exists the recoverable amount of the asset is estimated in order to determine the extent of the impairment 
loss if any where the asset does not generate cash flows that are independent from other assets the group estimates the 
recoverable amount of the cashgenerating unit to which the asset belongs 
the recoverable amount is the higher of fair value less costs to sell and valueinuse in assessing valueinuse the estimated 
future cash flows are discounted to their present value using a pretax discount rate that reflects current market assessment of 
the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted   60 st ives plc annual report and accounts 2012
notes to the consolidated financial statements continued
2 significant accounting policies continued 
if the recoverable amount of an asset or cashgenerating unit is estimated to be less than its carrying amount the carrying 
amount of the asset cashgenerating unit is reduced to its recoverable amount an impairment loss is recognised immediately 
as an expense in the consolidated income statement  
where an impairment loss subsequently reverses the carrying amount of the asset cashgenerating unit is increased to the 
revised estimate of its recoverable amount but so that the increased carrying amount does not exceed the carrying amount that 
would have been determined had no impairment loss been recognised for the asset cashgenerating unit in prior periods  
a reversal of an impairment loss is recognised as income immediately in the consolidated income statement 
g impairment of goodwill 
goodwill arising on acquisition is allocated to the group of cashgenerating units that are expected to benefit from the synergies 
of the combination a cashgenerating unit represents the lowest level at which goodwill is monitored by the group’s board of 
directors for internal management purposes the recoverable amount of the group of cashgenerating units to which goodwill 
has been allocated is tested for impairment annually on a consistent date during each financial year or more frequently when 
such events or changes in circumstances indicate that it may be impaired 
any impairment is recognised immediately in the consolidated income statement impairments of goodwill are not 
subsequently reversed 
h inventories 
inventories are stated at the lower of cost and net realisable value 
cost comprises direct materials and where applicable direct labour costs and those production overheads that have been 
incurred in bringing the inventories to their present location and condition cost is valued on a first in first out ‘fifo’ basis  
net realisable value is the estimated selling price less the estimated costs of completion and costs to be incurred in selling  
and distribution 
i tax 
the tax expense in the consolidated income statement comprises tax currently payable and deferred tax 
the tax currently payable is based on the taxable profit for the period taxable profit differs from net profit as reported in the 
consolidated income statement because it excludes items of income and expense that are taxable or deductible in other 
periods and it further excludes items that are never taxable or deductible the group’s liability for current tax is calculated  
using tax rates that have been enacted or substantively enacted at the balance sheet date 
deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the accounts and the 
corresponding tax bases used in the computation of taxable profit and is accounted for using the balance sheet liability 
method deferred tax liabilities are generally recognised for all taxable temporary 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 differences arise on goodwill or from the initial 
recognition other than business combinations of other assets or liabilities in a transaction that affects neither the tax profit  
nor the accounting profit  
deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries except where the 
group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse 
in the foreseeable future 
the carrying amount of deferred tax assets is reviewed at each balance sheet date and is reduced to the extent that 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 deferred tax is charged or credited to the consolidated income statement except where it relates to items charged  
or credited directly to equity in which case the deferred tax is also dealt with in equity  
deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current assets against current 
liabilities and when they relate to income taxes levied by the same taxation authority and the group intends to settle its current 
tax assets and liabilities on a net basis  st ives plc annual report and accounts 2012 61
  
j government grants 
government grants relating to property plant and equipment are treated as deferred income and released to the consolidated 
income statement over a period to match the expected useful lives of the assets to which they relate grant income is 
recognised separately from the related expense 
k provisions 
provisions are recognised when the group has a present obligation as a result of a past event and it is probable that the  
group will be required to settle the obligation and its value can be reliably estimated when a provision needs to be released 
the provision is taken back to the consolidated income statement within the line where it was initially booked 
provisions for repairs 
provisions for repairs are made where the group is committed under the terms of the lease to make repairs to leasehold 
property the provision is made for the estimated cost over the period of the lease 
provisions for restructuring costs 
provisions for restructuring costs are recognised when the group has a detailed formal plan for the restructuring that has  
been communicated to affected parties 
l foreign currencies 
transactions in foreign currencies other than sterling are translated at the exchange rate ruling at the date of the transaction 
monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated to sterling at the 
exchange rate ruling at that date 
foreign currency differences arising on translation or settlement of monetary items are recognised in the consolidated income 
statement nonmonetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated 
using the exchange rate at the date of the transaction and not retranslated each period end nonmonetary assets and liabilities 
denominated in foreign currencies that are stated at fair value are translated to sterling at exchange rates ruling at the date the 
fair value was determined exchange gains and losses arising on the retranslation of nonmonetary assets and liabilities are 
recognised directly in a separate component of equity  
on consolidation the assets and liabilities of the group’s foreign operations are translated into sterling at the rates prevailing  
at the balance sheet date income and expense items and the cash flows of foreign operations are translated at the average 
exchange rates for the period except for individually material items which may be translated at the exchange rate on the date 
of the transaction exchange differences arising on retranslation of nonmonetary assets and liabilities are recognised directly  
in a separate component of equity  
such translation differences are recognised in the consolidated income statement in the period in which the foreign operation 
is disposed of 
goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the 
foreign operation and translated at the closing rate 
m borrowing costs 
borrowing costs directly attributable to the acquisition construction or production of qualifying assets which are assets that 
necessarily take a substantial period of time to get ready for their intended use or sale are added to the cost of those assets 
until such time as the assets are substantially ready for their intended use or sale 
investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets  
is deducted from the borrowing costs eligible for capitalisation 
all other borrowing costs are recognised in profit or loss in the period in which they are incurred  62 st ives plc annual report and accounts 2012
notes to the consolidated financial statements continued
2 significant accounting policies continued 
n financial instruments 
financial assets and financial liabilities are recognised in the consolidated balance sheet when the group becomes a party  
to the contractual provisions of the instrument 
trade receivables 
trade receivables do not carry any interest and are stated at their nominal value as reduced by appropriate allowances for 
estimated irrecoverable amounts allowances are recognised in the consolidated income statement when there is objective 
evidence that their asset is impaired 
cash and cash equivalents 
cash and cash equivalents comprise cash in hand and demand deposits 
bank borrowings 
interestbearing bank loans and overdrafts are recorded as the proceeds receivable net of direct issue costs finance charges 
are accounted for on an accruals basis to the consolidated income statement using the effective interest rate method and are 
included in creditors to the extent that they are not settled in the period in which they arise 
available for sale investments 
unlisted shares held by the group are classified as being availableforsale and are stated at fair value fair values of unlisted 
shares are based on cost gains or losses arising from changes in fair value are recognised directly in equity until the security 
is disposed of or is determined to be impaired at which time the cumulative gain or loss previously recognised in equity is 
included in the consolidated income statement for the period  
unsecured loan notes 
floating rate guaranteed loan notes are recorded at their nominal value interest payable is accounted for on an accruals 
basis to the consolidated income statement using the effective interest rate method and is included in creditors to the extent 
that it is not settled in the period in which it arises 
trade payables 
trade payables are not interest bearing and are stated at their nominal value 
derivative financial instruments and hedge accounting 
the group’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates and interest rates 
the group uses derivative financial instruments to hedge its exposure to foreign exchange for the purchase of capital 
equipment denominated in foreign currencies and the sale of goods similarly denominated 
the use of financial derivatives is governed by the group’s policies approved by the board of directors which provide written 
principles on the use of financial derivatives consistent with the group’s risk management strategy the group does not hold or 
issue derivative financial instruments for speculative purposes 
changes in the fair value of derivative financial instruments that are designated and effective as cash flow hedges of forecast 
transactions are recognised directly in equity and the ineffective portion is recognised immediately in the consolidated  
income statement 
if the cash flow hedge of a firm commitment or forecast transaction results in the recognition of an asset or liability then at the 
time the asset or liability is recognised the associated gains and losses on the derivative that had previously been recognised 
in equity are included in the initial measurements of the asset or liability for the hedges that do not result in the recognition of 
an asset or liability amounts deferred in equity are recognised in the consolidated income statement in the same period as 
gains or losses are recognised on the hedged item 
the gain or loss on hedging instruments relating to the effective portion of a net investment hedge is recognised in equity and 
the ineffective portion is recognised immediately in the consolidated income statement gains or losses accumulated in equity 
are included in the consolidated income statement when the foreign operations are disposed of   st ives plc annual report and accounts 2012 63
  
hedge accounting is discontinued when the hedging instrument expires or is sold terminated or exercised or no longer 
qualifies for hedge accounting 
at that time any cumulative gain or loss on the hedging instrument recognised in equity is retained in equity until the forecast 
transition occurs if a hedge transaction is no longer expected to occur the net cumulative gain or loss previously recognised  
in equity is included in the consolidated income statement for the period 
derivatives embedded in other financial instruments or other host contracts are treated as separate derivatives when their risks 
and characteristics are not closely related to those of their host contracts and the host contracts are not carried at fair value with 
unrealised gains or losses reported in the consolidated income statement 
those derivatives which are not designed as hedges are classified as held for trading and gains and losses on those 
instruments are recognised immediately in the consolidated income statement 
o retirement benefits 
the group operates both defined benefits and defined contribution schemes for its employees payments to the defined 
contribution schemes are expensed to the consolidated income statement as they fall due 
for the defined benefits pension scheme full actuarial calculations are carried out every three years using the projected unit 
credit method and updates are performed for each financial year end actuarial gains and losses are recognised in full in  
the period in which they occur they are recognised outside the consolidated income statement and presented in the 
consolidated statement of comprehensive income 
the retirement benefits obligation recognised in the consolidated balance sheet represents the present value of the defined 
benefits obligations and unrecognised past service costs and as reduced by the fair value of the scheme’s assets 
any asset resulting from this calculation is limited to past service costs plus the present value of available refunds and 
reductions to the scheme 
past service cost is recognised immediately to the extent that the benefits are already vested and otherwise is amortised  
on a straightline basis over the average period until the benefits become vested 
p sharebased payments 
the group makes equitysettled sharebased payments to certain employees which are measured at fair value at the  
date of the grant the fair value determined at the grant date of the equitysettled sharebased payments is expensed on a 
straightline basis over the vesting period based on the group’s estimate of shares that will eventually vest the fair value  
of share options issued is measured using a binomial model for the effects of nontransferability exercise restrictions and 
behavioural considerations 
q leases 
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 
rental costs under operating leases are charged to the consolidated income statement in equal amounts over the terms  
of the lease 
assets held under finance leases are recognised as assets of the group at their fair value or if lower the present value of the 
minimum lease payments each determined at the inception of the lease the corresponding liability to the lessor is included  
in the consolidated balance sheet as a finance lease obligation lease payments are apportioned between finance charges 
and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability  64 st ives plc annual report and accounts 2012
notes to the consolidated financial statements continued
2 significant accounting policies continued 
r business combinations 
acquisitions of subsidiaries and businesses are accounted for using the acquisition method the consideration for each 
acquisition is measured at the aggregate of the fair values at the date of exchange of assets given liabilities incurred or 
assumed and equity instruments issued by the group in exchange for control of the acquiree acquisitionrelated costs  
are recognised in profit or loss as incurred  
where applicable the consideration for the acquisition includes any asset or liability resulting from a contingent consideration 
arrangement measured at its acquisitiondate fair value subsequent changes in such fair values are adjusted against the  
cost of acquisition where they qualify as measurement period adjustments see below all other subsequent changes in the  
fair value of contingent consideration classified as an asset or liability are accounted for in accordance with relevant ifrss 
changes in the fair value of contingent consideration classified as equity are not recognised 
where a business combination is achieved in stages the group’s previouslyheld interests in the acquired entity are 
remeasured to fair value at the acquisition date ie the date the group attains control and the resulting gain or loss if any  
is recognised in profit or loss amounts arising from interests in the acquiree prior to the acquisition date that have previously 
been recognised in other comprehensive income are reclassified to the consolidated income statement where such treatment 
would be appropriate if that interest were disposed of 
the acquiree’s identifiable assets liabilities and contingent liabilities that meet the conditions for recognition under ifrs 3 
2008 are recognised at their fair value at the acquisition date except that  
 deferred tax assets or liabilities and liabilities or assets related to employee benefit arrangements are recognised and 
measured in accordance with ias 12 income taxes and ias 19 employee benefits respectively 
 liabilities or equity instruments related to the replacement by the group of an acquiree’s sharebased payment awards are 
measured in accordance with ifrs 2 sharebased payment and 
 assets or disposal groups that are classified as held for sale in accordance with ifrs 5 noncurrent assets held for sale 
and discontinued operations are measured in accordance with that standard 
if the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination 
occurs the group reports provisional amounts for the items for which the accounting is incomplete those provisional amounts 
are adjusted during the measurement period see below or additional assets or liabilities are recognised to reflect new 
information obtained about facts and circumstances that existed as of the acquisition date that if known would have affected 
the amounts recognised as of that date  
the measurement period is the period from the date of acquisition to the date the group obtains complete information about 
facts and circumstances that existed as of the acquisition date and is subject to a maximum of one year 
the value of noncontrolling interests in subsidiaries is calculated initially as their share of identifiable net assets and is 
subsequently adjusted by their share of comprehensive income 
s critical accounting judgements 
in the course of applying the group’s accounting policies the following estimations have been made which could have a 
significant effect on the results of the group were they subsequently found to be inappropriate 
impairment of goodwill 
determining whether goodwill is impaired requires an estimation of the valueinuse of the cashgenerating units for which 
goodwill has been identified in arriving at the value in use an estimation of the future cash flows of cashgenerating units  
and selecting appropriate discount rates is required to calculate present values a process which involves estimation the 
recoverability analysis indicates that the carrying amount of goodwill will be recovered in full the situation will be monitored 
closely should future developments indicate that adjustments are appropriate the carrying value of goodwill at the balance 
sheet date was £871 million 2011 – £674 million 
impairment of acquired intangibles and plant and machinery 
the group considers the recoverability of acquired intangibles and plant and machinery which is included within the 
consolidated balance sheet at £290 million and £203 million respectively the key areas of judgement when assessing the 
recoverability of these assets are in relation to the forecast growth rates and discount rates to be applied to forecast cash flows    st ives plc annual report and accounts 2012 65
  
retirement benefits obligations 
the calculation of retirement benefits obligations requires estimates to be made of discount rates inflation rates future salary 
and pension increases and mortality the net liability in the consolidated balance sheet for retirement benefits obligations is 
£200 million 2011 – £123 million 
allowances against amounts receivable  
the group considers the recoverability of certain customer and other receivable balances determining whether an allowance 
against these balances is required involves an assessment of the ability of counterparties to make required payments if the 
financial positions of the counterparties were to deteriorate affecting their ability to make payments additional allowances  
may be required in future periods the group maintains credit insurance covering its larger trade debtors a rigorous system  
of credit control is applied and amounts receivable are continually monitored management specifically monitors historical bad 
debt counterparty creditworthiness current economic trends and changes in payment patterns when evaluating the adequacy 
of the allowances in place 
3 revenue 
an analysis of the group’s revenue from continuing operations as defined by international accounting standard 18 − ‘revenue’ 
is as follows 
 
2012
£’000
2011
£’000
continuing operations 
revenue from the sale of goods and rendering of services 329459 297244
investment income note 8 15239 13973
total revenue 344698 311217
4 segment reporting 
the group manages its business on a market segment basis the nature of the market segments is described in the business 
review the print segment comprises the group’s books exhibition and events point of sale and direct response businesses 
the marketing services segment comprises the data marketing field marketing and consultancy services businesses 
during the current period the group acquired a data marketing business response one and two consultancy services 
businesses pragma and incite the acquired entities are recorded within marketing services together with occam a data 
marketing business and tactical solutions a field marketing business  
as detailed in note 12 the group’s magazine printing business was sold on 6 april 2011 and is classified as a discontinued 
operation throughout the comparative period and is not included within segmental reporting 
intersegment sales are charged at arm’s length prices corporate costs before nonunderlying items are allocated to  
revenuegenerating segments as this better reflects their profitability  66 st ives plc annual report and accounts 2012
notes to the consolidated financial statements continued
4 segment reporting continued 
business segments 
52 weeks to 27 july 2012
 
print
£’000
marketing 
services  
£’000 
eliminations
£’000
total
£’000
revenue   
external sales 28032747049 –327376
group sales 211 608 819 –
underlying revenue 280538 47657 819327376
nonunderlying revenue 2083 – – 2083
total revenue 282621 47657 819 329459
       
result      
result before nonunderlying items 20442 4011 –24453
nonunderlying items 56083712 –9320
profit from operations 14834 299 –15133
investment income     15239
finance costs     15464
profit before tax     14908
income tax charge     1579
profit for the period from continuing operations     13329
 
52 weeks to 29 july 2011
 
print 
£’000 
marketing 
services 
£’000
total
£’000
revenue     
underlying revenue 282736 14054 296790
nonunderlying revenue 454 –454
total revenue 283190 14054 297244
      
result     
segmental result before nonunderlying items 20870 450 21320
nonunderlying items 2483 1526 4009
profitloss from operations 18387 1076 17311
investment income   13973
finance costs   14388
profit before tax    16896
income tax charge    3072
profit for the period from continuing operations    13824
   st ives plc annual report and accounts 2012 67
  
other information excluding discontinued operations 
 52 weeks to 27 july 2012
 
 
print 
£’000 
marketing 
services 
£’000
total
£’000
capital additions 4999 1084 6083
depreciation and amortisation 7805 4588 12393
impairments 832 – 832
 
 52 weeks to 29 july 2011
 
 
print 
£’000 
marketing 
services 
£’000
total
£’000
capital additions 8850 530 9380
depreciation and amortisation 9914 1478 11392
impairments 3508 – 3508
balance sheet 
 27 july 2012
 
 
print 
£’000 
marketing 
services 
£’000
total
£’000
assets     
segment assets 185377 86090 271467
unallocated corporate assets    15159
consolidated total assets    286626
     
liabilities     
segment liabilities 71706 15488 87194
unallocated corporate liabilities    52642
consolidated total liabilities    139836
 
 29 july 2011
 
 
print 
£’000 
marketing 
services 
£’000
total
£’000
assets   
segment assets 176214 37423 213637
unallocated corporate assets   18691
consolidated total assets   232328
   
liabilities   
segment liabilities 72300 3942 76242
unallocated corporate liabilities   19505
consolidated total liabilities   95747
  68 st ives plc annual report and accounts 2012
notes to the consolidated financial statements continued
4 segment reporting continued 
geographical segments 
the print and marketing services segments both operate primarily in the uk deriving more than 90 of their revenues and 
profits from operations and customers located in the uk 
the largest customer of the group accounted for £322 million 2011 − £332 million of revenue in the current period 
reconciliation of segment assets and liabilities 
 
 
27 july
2012
£’000
29 july
2011
£’000
unallocated corporate assets comprise 
financial assets 3050 2429
cash and cash equivalents 12109 16262
unallocated assets as per balance sheet 15159 18691
  
unallocated corporate liabilities comprise  
deferred tax liabilities 5463 3927
current tax payable 1752 3283
loans and bank overdrafts noncurrent 25550 –
retirement benefit obligations 19991 12295
unallocated liabilities as per balance sheet 52756 19505
5 profitloss from operations 
profitloss from operations has been arrived at after chargingcrediting 
 continuing operations discontinued operations total 
 
2012
£’000
2011
£’000
2012
£’000
2011 
£’000 
2012
£’000
2011
£’000
auditors’ remuneration         
audit fees        
– audit of the company accounts  68 69 – – 68 69
– audit of the accounts of the company’s subsidiaries 197 178 – – 197 178
other assurance 25 28 – – 25 28
nonaudit fees    
corporate finance services 85 55 – – 85 55
 375 330 – – 375 330
staff costs note 6 98340 92947 – 16435 98340 109382
depreciation of property plant and equipment note 15 7837 9551 – 3058 7837 12609
impairment of property plant and equipment note 15 832 3392 – 13526 832 16918
impairment of software note 16 – 116 – – – 116
amortisation of intangible assets note 16 4556 1841 – 53 4556 1894
operating lease rentals        
– land and buildings 1309 1093 – 175 1309 1268
– plant and equipment 1356 1371 – 101 1356 1472
– other 1488 460 – 22 1488 482
profit on disposal of property plant and equipment 1605 4481 – 19 1605 4500
regional grant amortisation note 22 – – – 465 – 465
   st ives plc annual report and accounts 2012 69
  
6 staff costs 
the average monthly number of employees including executive directors was 
  continuing operations discontinued operations total 
 
  
2012 
number
2011 
number
2012 
number 
2011 
number 
2012 
number
2011 
number
production 2026 2004 – 598 2026 2602
sales 450 437 – 21 450 458
administration 418 374 – 101 418 475
  2894 2815 – 720 2894 3535
their aggregate remuneration comprised 
  
2012
£’000
2011
£’000
2012 
£’000 
2011 
£’000 
2012
£’000
2011
£’000
wages and salaries 85496 80664 – 14745 85496 95409
social security costs 9205 9049 – 968 9205 10017
other pension costs 2872 2950 – 722 2872 3672
  97573 92663 – 16435 97573 109098
sharebased payment note 30 767 284 – – 767 284
  98340 92947 – 16435 98340 109382
the number of employees in discontinued operations for 2011 represents an average calculated over the period from  
30 july 2010 to 6 april 2011 the date of disposal  
7 nonunderlying items 
nonunderlying items disclosed on the face of the consolidated income statement included in respect of continuing  
operations are as follows 
 
2012
£’000
2011
£’000
expenseincome   
restructuring items   
redundancies impairments and other charges 6699 6788
provision releases – 316
profit on disposal of property plant and equipment 1421 4299
  5278 2173
other   
operating losses from noncontinuing sites 601 16
amortisation of acquired intangibles  3729 1149
costs associated with the acquisition of subsidiaries and other investments 1384 608
reduction in deferred consideration of acquired subsidiaries 1689 –
remaining other nonunderlying expenses 17 63
 9320 4009
income tax credit 4737 2692
  4583 1317
  70 st ives plc annual report and accounts 2012
notes to the consolidated financial statements continued
7 nonunderlying items continued 
restructuring items 
current period 
included within redundancies impairment and other charges are redundancies and other charges of £4333000 relating to  
the closures of the blackburn and westerham sites also included are redundancies and other charges of £1314000 relating 
to restructuring activities in the direct response point of sale and exhibition and events businesses the activities of the sites 
and businesses are recorded within the print segment an impairment charge of £832000 was recognised in respect of the 
disposal of the crayford building redundancy costs of £220000 were recorded in the data marketing business part of the 
marketing services segment  
profit on disposal of fixed assets includes a £1427000 gain on disposal of plant and machinery following the closure of the 
blackburn and westerham sites all within the print segment 
prior period 
included within redundancies impairment and other charges are impairments of £3508000 in respect of plant equipment and 
software located at the bradford blackburn and leeds sites the activities of the sites are recorded within the print segment 
also included are redundancy and other charges associated with restructuring activities principally in the direct and service 
graphics operating businesses provision releases include the release of £316000 in respect of costs associated with the 
edenbridge site closure profit on disposal of fixed assets includes a gain from the disposal of the lavington street building  
as well as gains on the disposal of buildings at the edenbridge site offset by losses on disposal of plant and machinery 
following the relocation of certain operations of service graphics to a new site all restructuring items are recorded within  
the print segment 
other 
current period 
operating losses from noncontinuing sites classified as nonunderlying items relate to operating results arising after the 
decision to close a site in the current period £601000 arose in respect of the blackburn and westerham sites amortisation of 
acquired intangibles relates to customer relationships and proprietary techniques acquired with incite pragma and response 
one in the current period as well as to customer relationships and inhouse developed software acquired with occam and 
tactical solutions in prior periods costs associated with the acquisition of subsidiaries and investments include £970000 in 
respect of the incite pragma and response one acquisitions and £414000 in respect of the easypress group and sponge 
investments the fair value of the second tranche of deferred consideration payable in respect of the tactical solutions 
acquisition was reduced by £1689000 
prior period 
in the prior period operating losses from noncontinuing sites arose in the edenbridge site amortisation of acquired intangibles 
relates to customer relationships and inhouse developed software acquired with occam and tactical solutions in prior periods 
costs associated with the acquisition of subsidiaries of £608000 relate to the tactical solutions acquisition principally 
professional advisers’ fees  
tax 
in the current period the tax credit relates to the items discussed above and to the revaluation of deferred tax liabilities 
following the substantial enactment of the reduction of the corporation tax rate from 25 to 23 2011 – 27 to 25 
8 investment income 
2012
£’000
2011
£’000
interest on bank deposits 6 3
expected return on defined benefit pension scheme assets note 25 15009 13898
notional interest on loan notes receivable  224 72
15239 13973
   st ives plc annual report and accounts 2012 71
  
9 finance costs 
 
 
2012
£’000
2011
£’000
interest on bank overdrafts and loans 1486 995
notional interest on deferred consideration payable 71 46
 1557 1041
  
finance charge on retirement benefits obligations note 25 13907 13347
 15464 14388
10 income tax chargecredit 
income tax on the profitloss as shown in the consolidated income statement is as follows 
 continuing operations discontinued operations total 
 
2012
£’000
2011
£’000
2012 
£’000 
2011 
£’000 
2012
£’000
2011
£’000
united kingdom corporation tax chargecredit at 2535 
2011 – 2733  
          
current period 3842 4891 – 456 3842 5347
adjustments in respect of prior periods 28 838 – 148 28 690
total current tax charge 3870 4053 – 604 3870 4657
deferred tax on origination and reversal of  
temporary differences         
united kingdom deferred tax creditcharge 1303 1123 – 64 1303 1059
adjustments in respect of prior periods 988 142 – 139 988 281
total deferred tax creditcharge note 24 2291 981 – 203 2291 778
total income tax charge 1579 3072 – 807 1579 3879
the income tax chargecredit on the profitloss before and after nonunderlying items is as follows 
 continuing operations discontinued operations total 
 
2012
£’000
2011
£’000
2012 
£’000 
2011 
£’000 
2012
£’000
2011
£’000
tax charge on profit before nonunderlying items 6316 5764 – 439 6316 6203
tax creditcharge on nonunderlying items 4737 2692 – 368 4737 2324
 1579 3072 – 807 1579 3879
the charge can be reconciled to the profit before tax shown in the consolidated income statement as follows 
 continuing operations discontinued operations total 
 
2012
£’000
2011
£’000
2012 
£’000 
2011 
£’000 
2012
£’000
2011
£’000
profitloss before tax 14908 16896 – 17778 14908 882
tax calculated at a rate of 2535 2011 – 2733 3779 4617 – 4858 3779 241
nondeductible charges on impairment of assets – – – 4641 – 4641
expenses not deductible for tax purposes 654 561 – 734 654 1295
nontaxable income 12 583 – – 12 583
effect of alternative use tax basis on sale of buildings 957 595 – – 957 595
effect of change in uk corporate tax rate 925 232 – 4 925 228
adjustments in respect of prior periods 960 696 – 286 960 410
total income tax charge 1579 3072 – 807 1579 3879 72 st ives plc annual report and accounts 2012
notes to the consolidated financial statements continued
11 acquisitions 
response one 
on 14 september 2011 the group acquired 100 of all classes of shares in response one holdings limited response one 
holdings limited owns 100 of response one limited ‘response one’ a provider of data marketing services goodwill 
arising on the acquisition relates to the value of future growth from new customers and of the assembled workforce 
purchase price allocation 
 
historical 
net assets 
£’000 
fair value 
adjustments
£’000
fair value of 
net assets
£’000
customer relationships − 11244 11244
software − 1103 1103
property plant and equipment 162 − 162
available for sale financial assets 802 252 550
trade and other receivables 4142 330 4472
bank balances and cash 4667 27 4640
trade and other payables 5228 1136 6364
deferred tax liabilities 184 2921 3105
net assets acquired 4361 8341 12702
goodwill arising on acquisition     10379
total consideration    23081
the fair value of the components of the total consideration payable are as follows 
  £’000
paid in cash in the current period    17398
st ives plc ordinary shares issued in the current period    5683
total consideration     23081
the acquisition had the following impact on investing cash outflows in the current period 
  £’000
cash paid    17398
less cash acquired    4640
net cash outflow    12758
had response one been acquired at the beginning of the current period it would have had the following incremental impact 
on revenue and operating profit for the group in the current period 
 £’000
revenue 2723
operating profit 398
   st ives plc annual report and accounts 2012 73
  
pragma 
on 20 september 2011 the group acquired 100 of all classes of shares in pragma holdings limited which owns 100  
of pragma consultancy limited ‘pragma’ a provider of consultancy services to businesses in the retail and consumer  
strategy sectors goodwill arising on the acquisition relates to the value of future growth from new customers and of the 
assembled workforce 
purchase price allocation  
  
historical 
net assets 
£’000 
fair value 
adjustments
£’000
fair value of 
net assets
£’000
proprietary techniques − 2649 2649
property plant and equipment 53 − 53
trade and other receivables 731 29 760
bank balances and cash 1067 − 1067
trade and other payables 885 53 938
deferred tax liabilities − 636 636
net assets acquired 966 1989 2955
goodwill arising on acquisition     2595
total consideration    5550
the fair value of the components of the total consideration payable are as follows 
     £’000
paid in cash in the current period    3800
st ives plc ordinary shares issued in the current period    1750
total consideration payable    5550
the acquisition had the following impact on investing cash outflows in the current period 
     £’000
cash paid    3800
less cash acquired    1067
net cash outflow    2733
deferred consideration is payable in two tranches which are dependent upon the level of ebitda achieved by pragma in the 
years ending 31 march 2012 and 31 march 2013 respectively the first of these was settled by cash of £1086000 and 835596 
newly issued ordinary shares in st ives plc the second deferred consideration is estimated to be £nil the total consideration 
payable is capped at £6000000 excluding a working capital adjustment of £823000 
had pragma been acquired at the beginning of the current period it would have had the following incremental impact on 
revenue and operating profit for the group in the current period 
 £’000
revenue 498
operating profit 147
  74 st ives plc annual report and accounts 2012
notes to the consolidated financial statements continued
11 acquisitions continued 
incite 
on 28 february 2012 the group acquired 100 of all classes of shares in incite marketing planning limited ‘incite’ an 
industry leading market research and insights consultancy goodwill arising on the acquisition relates to the value of future 
growth from new customers and of the assembled workforce  
purchase price allocation  
 
historical 
net assets 
£’000 
fair value 
adjustments
£’000
fair value of 
net assets
£’000
customer relationships – 8720 8720
property plant and equipment 315 – 315
trade and other receivables 3849 – 3849
bank balances and cash 2810 – 2810
trade and other payables 2804 61 2865
deferred tax liabilities 16 2006 2021
net assets acquired 4155 6653 10809
goodwill arising on acquisition     6215
total consideration    17024
the fair value of the components of the total consideration payable are as follows     
    £’000
paid in cash in the current period    10382
st ives plc ordinary shares issued in the current period    3432
estimated consideration payable in cash and shares    3210
total consideration    17024
the acquisition had the following impact on investing cash outflows in the period   
    £’000
cash paid    10382
less cash acquired    2810
net cash outflow    7572
deferred consideration is payable in three tranches which are dependent upon the level of ebitda achieved by incite in the 
years ending 29 february 2012 28 february 2013 and 28 february 2014 respectively the first of these was settled by cash of 
£1594000 and 967561 newly issued ordinary shares in st ives plc the total consideration payable is capped at £17500000 
excluding a working capital adjustment of £2374000 
had incite been acquired at the beginning of the current period it would have had the following incremental impact on revenue 
and operating profit for the group in the current period 
 £’000
revenue 6105
operating profit 1104
   st ives plc annual report and accounts 2012 75
  
tactical solutions 
in the prior period on 9 february 2011 the group acquired 90 in aggregate of all shares in tactical solutions uk limited 
‘tactical solutions’ a provider of field marketing services deferred consideration for tactical solutions is payable in two tranches 
based on the ebitda achieved for the calendar years 2011 and 2012 the group paid £1629000 in respect of the first tranche  
of deferred consideration the group received an option to purchase the remaining 10 of the single class of ordinary shares from 
august 2013 at a price dependent on the level of ebitda achieved by tactical solutions in the financial year preceding the date  
of the exercise of the option a nominal value of £1 has been attributed to this option at the balance sheet date 
the final allocation of the purchase price payable for tactical solutions is as follows 
  
historical 
net assets 
£’000 
fair value 
adjustments
£’000
fair value of 
net assets
£’000
customer relationships – 6840 6840
property plant and equipment 219 – 219
trade and other receivables 3069 162 3231
bank balances and cash 169 – 169
trade and other payables 2266 275 2541
deferred tax liabilities 1 1847 1846
net assets acquired 1192 4880 6072
goodwill arising on acquisition     13597
noncontrolling interest    607
total consideration    19062
the fair value of the components of the total consideration payable are as follows 
     £’000
paid in cash prior to 29 july 2011    12339
st ives plc ordinary shares issued prior to 29 july 2011    2000
estimated consideration payable in cash    4723
total consideration    19062
the adjustments made in the current period to the fair value of consideration payable and to the allocation of consideration to 
acquired assets are summarised as follows 
  
at 29 july 
2011 
£’000 
adjustments
£’000
at 27 july 
2012
£’000
fair value of consideration 18637 425 19062
allocated to     
identifiable net assets acquired 6197 125 6072
goodwill arising on acquisition  13060 537 13597
noncontrolling interest 620 13 607
  18637 425 19062
these amounts are not considered to be material and are shown in the current year there are no other changes to the 
acquisition fair values disclosed in the 2011 financial statements 
the acquisition had the following impact on investing cash outflows in the current period 
    £’000
cash paid in the period    1629
net cash outflow in the period    1629
as at 27july 2012 there was an adjustment to the second tranche of deferred consideration resulting in a reduction  
of £1689000 the adjustment is shown as a nonunderlying item in the consolidated income statement see note 7  
the fair value of consideration payable at 27 july 2012 was £1521000  76 st ives plc annual report and accounts 2012
notes to the consolidated financial statements continued
12 discontinued operations 
in the prior period on 6 april 2011 the group completed the disposal of the four operating subsidiaries that made up the 
group’s magazine printing business namely st ives peterborough limited st ives plymouth limited st ives roche limited  
and st ives web limited ‘the magazine printing business’ the magazine printing business was classified as a discontinued 
operation in the prior period 
the profit after tax for the prior period from the discontinued operation is analysed below 
loss from discontinued operations  
 
 
31 july 2010 
to 6 april 2011
£’000
loss from the magazine printing business before nonunderlying items 
revenue 51248
operating costs 51754
operating loss before nonunderlying items 506
finance cost 367
loss before tax before nonunderlying items 873
income tax charge 439
loss after tax before nonunderlying items 1312
nonunderlying items 
 
31 july 2010 
to 6 april 2011
£’000
nonunderlying items  
impairment of property plant and equipment of the magazine printing business 13526
impairment of us promissory loan note 3454
defined benefits pension scheme curtailment credit  1345
other nonunderlying items 1270
total nonunderlying items before tax 16905
tax charge on nonunderlying items 368
total nonunderlying items after tax 17273
loss from discontinued operations 
  
31 july 2010 
to 6 april 2011
£’000
loss after tax before nonunderlying items 1312
nonunderlying items 17273
total loss from discontinued operations 18585
in the prior period the impairment of property plant and equipment in the magazine printing business was recorded in light of 
the decision to dispose of this business and was established by reference to the fair value less costs to sell of the assets    st ives plc annual report and accounts 2012 77
  
the us promissory loan note was fully impaired in the prior period following a continued downturn in the previously disposed 
us business resulting in a charge of £3454000 
the defined benefits pension scheme curtailment credit arose as a result of the change in membership status of employees  
of the magazine printing business from inservice members to deferred members following the disposal of this business in  
the prior period 
other nonunderlying items recorded in the prior period comprise redundancy and other restructuring charges arising in the 
group’s magazine printing business the sale of the four operating subsidiaries that make up the magazine printing business 
was free of tax  
the net assets of the magazine printing business at the date of disposal 6 april 2011 were as follows 
31 july 2010 
to 6 april 
2011
£’000
other intangible assets 55
property plant and equipment 20653
inventories 4308
trade and other receivables 23678
bank overdraft 386
trade and other payables 26627
tax liabilities 1898
other liabilities 982
net assets 18801
profit on disposal before tax –
total consideration receivable net of selling costs 18801
the fair value of the consideration receivable for the magazine printing business net of selling costs is comprised as follows 
 
£’000
consideration net of selling costs received in cash on completion 14178
loan note receivable and received prior to 29 july 2011 208
fair value of loan notes receivable 4415
fair value of consideration receivable net of selling costs 18801
 
 
£’000
loan notes receivable within one year 1986
loan notes receivable in more than one year 2429
total consideration receivable 4415
 
net cash inflow 
net cash inflow arising from the disposal in the prior period 
 
£’000
total consideration net of selling costs received in cash in the period 14386
overdraft included in net assets disposed of in the period 386
proceeds in the period from disposal net of cash disposed 14772
the terms of the loan note are detailed in note 17  78 st ives plc annual report and accounts 2012
notes to the consolidated financial statements continued
13 dividends 
 per share 
2012
£’000
2011
£’000
final dividend paid for the 52 weeks ended 30 july 2010 175p – 1806
interim dividend paid for the 26 weeks ended 28 january 2011 175p – 1810
final dividend paid for the 52 weeks ended 29 july 2011 350p 3756 –
interim dividend paid for the 26 weeks ended 27 january 2012 175p 2018 –
dividends paid during the period   5774 3616
proposed final dividend at the period end of 400p per share 2011 – 350p per share 400p 4793 3749
the proposed final dividend is subject to the approval by shareholders at the 2012 annual general meeting and has not been 
included as a liability in these financial statements 
14 earnings per share 
the calculation of the basic and diluted earnings per share is based on the following data 
number of shares 
 
2012
‘000
2011
‘000
weighted average number of ordinary shares for the purposes of basic earnings per share 114017 104206
weighted average number of ordinary shares for the purposes of diluted earnings per share 115228 104879
basic and diluted earnings per share 
2012 2011 
 
earnings
£’000
earnings 
per share 
pence 
earnings
£’000
earnings
per share
pence
earnings and basic earnings per share from continuing activities         
underlying earnings and underlying earnings per share 17795 1561 15060 1445
nonunderlying items 4532 397 1278 123
earnings and basic earnings per share 13263 1164 13782 1322
       
earnings and diluted earnings per share from continuing activities      
underlying earnings and underlying earnings per share 17795 1544 15060 1436
nonunderlying items 4532 393 1278 122
earnings and basic earnings per share 13263 1151 13782 1314
 
2012 2011 
 
earnings
£’000
earnings 
per share 
pence 
earnings
£’000
earnings
per share
pence
loss and basic loss per share from discontinued activities – – 18585 1783
loss and diluted loss per share from discontinued activities – – 18585 1772
       
basic earningsloss per share from continuing and discontinued activities 13263 1164 4803 461
diluted earningsloss per share from continuing and discontinued activities 13263 1151 4803 458
underlying earnings is calculated by adding back nonunderlying items as adjusted for tax to the profitloss for the period 
see note 7   st ives plc annual report and accounts 2012 79
  
15 property plant and equipment 
 
land and 
buildings 
freehold
£’000
land and 
buildings 
long leases 
£’000 
plant and 
machinery 
£’000 
fixtures 
fittings 
equipment 
and motor 
vehicles
£’000
total
£’000
cost or valuation    
at 31 july 2010 50050 5349 221297 12820 289516
acquisitions –– 185 34219
additions 102771 3905 7377403
disposals  2958 315 4118 480 7871
disposals – discontinued operations – – 100261 1481 101742
reclassification – noncurrent assets 27 28 900 1478 577
at 29 july 2011 47055 7833 121908 10152 186948
acquisitions –29 115 386530
additions –29 5071 3705470
disposals 700356 17222 107625357
reclassification – noncurrent assets – – 218 117 101
at 27 july 2012 40052 7835 109654 9949 167490
accumulated depreciation and impairment        
at 31 july 2010 13152 2513 156467 9946 182078
charge for the period 741 555 10465 848 12609
impairment losses – – 16791 127 16918
disposals  771 263 3896 437 5367
disposals – discontinued operations – – 79660 1429 81089
reclassification – noncurrent assets 28 28 647 1224 577
at 29 july 2011 13094 2833 100814 7831 124572
charge for the period 742 594 5737 764 7837
impairment losses 832 – – – 832
disposals 380343 17155 104422045
reclassification – noncurrent assets – – 44 23 67
at 27 july 2012 10865 3384 89352 7528 111129
net book value        
at 27 july 2012 29187 4451 20302 2421 56361
at 29 july 2011 33961 5000 21094 2321 62376
impairment losses of £832000 arose on disposal of the freehold building at the crayford site the impairment losses have  
been measured by reference to consideration receivable less cost to sell and have been recorded as a nonunderlying item  
the group has freehold land included within property plant and equipment with a book value of £4385000  
2011 – £5325000 which has not been depreciated the amount of fully depreciated property plant and  
equipment is £75615000 2011 – £54722000   80 st ives plc annual report and accounts 2012
notes to the consolidated financial statements continued
16 goodwill and other intangible assets 
  £’000
cost and carrying amount of goodwill  
at 31 july 2010 54383
acquisitions 13060
at 29 july 2011 67443
acquisitions 19726
at 27 july 2012 87169
goodwill is allocated amongst the following cashgenerating units ‘cgus’ or groups of cgus 
  £’000
sp group 31322
service graphics 14952
data marketing 18488
tactical solutions 13597
pragma 2595
incite 6215
 87169
sp group and service graphics are reported within the print segment data marketing tactical solutions pragma and incite 
are reported within the marketing services segment the occam and response one cgus are presented together as data 
marketing the businesses were combined due to future expectations of synergies in assets held by the businesses  
the group tests goodwill annually for impairment or more frequently if there are indications that goodwill might be impaired 
the recoverable amounts of pragma and incite were tested by reference to market value at 27 july 2012 the recoverable 
amounts of the other cgus are determined using valueinuse calculations the key assumptions for the valueinuse 
calculations are those regarding discount rates growth rates and expected changes to selling prices and direct costs  
and therefore profits and losses during the forecast period management estimates discount rates using pretax rates that 
reflect current market assessments of the time value of money and the risks specific to the cgus changes in selling prices  
and direct costs are based on past practices and expectations of future changes in the market the group prepares cash flow 
forecasts derived from the most recent mediumterm business forecasts with a terminal value calculation the key assumptions 
used in the valueinuse calculations and the sensitivities to the key revenue growth and pretax discount rate assumptions are 
detailed below 
  
sp 
group
service 
graphics 
data 
marketing
tactical 
solutions
valueinuse assumptions     
pretax discount rate 102 102 102 102
terminal growth used in terminal value calculation 25 25 25 25
average annual revenue growth used in five year forecast calculation 23 15 67 66
excess of valueinuse over carrying value £’000 39134 8140 6414 21417
sensitivity of valueinuse to changes in key growth assumption     
average annual revenue growth in five year forecast calculation resulting  
in potential impairment 00 07 47 46
increase to pretax discount rate resulting in potential impairment 80 35 20 80
   st ives plc annual report and accounts 2012 81
 
other intangible assets 
computer 
software 
£’000 
customer 
relationships 
£’000 
proprietary 
techniques 
£’000
total 
£’000
cost     
at 31 july 2010 6661 1801 – 8462
acquisitions – 6840 – 6840
additions 2070 – – 2070
reclassifications  125 – – 125
disposals 9 – – 9
disposals – discontinued operations 759 – – 759
at 29 july 2011 8088 8641 – 16729
acquisitions 1103 19964 2650 23717
additions 613 – – 613
reclassifications  101 – – 101
disposals 78 – – 78
at 27 july 2012 9827 28605 2650 41082
accumulated amortisation   
at 31 july 2010 3728 51 – 3779
charge for the period 1071 823 – 1894
impairment losses 116 – – 116
reclassifications  125 – – 125
disposals 3 – – 3
disposals – discontinued operations 704 – – 704
at 29 july 2011 4333 874 – 5207
charge for the period 1489 2866 201 4556
reclassifications  67 – – 67
disposals 73 – – 73
at 27 july 2012 5816 3740 201 9757
net book value   
at 27 july 2012 4011 24865 2449 31325
at 29 july 2011 3755 7767 – 11522
  82 st ives plc annual report and accounts 2012
notes to the consolidated financial statements continued
17 other financial assets 
 2012
£’000
2011
£’000
availableforsale investments carried at fair value   
unlisted shares 2050 –
convertible loan stock 1000 –
  3050 –
loans receivable carried at amortised cost   
loans to other entities – 2429
total other financial assets 3050 2429
as at 27 july 2012 unlisted shares represent a 1575 noncontrolling interest in easypress group limited and shares that 
were acquired with the response one acquisition which are secured against noncurrent loans of £550000 the group holds 
convertible loan stock in sponge limited returning interest of 5 per annum the group has the option to convert the loan 
stock to acquire 1818 of the equity in sponge limited a nominal value of £1 has been attributed to this option at the balance 
sheet date 
in the prior period loans receivable comprise loan notes in respect of the sale of the magazine printing business receivable  
in more than one year during the current period the group received £2255000 in respect of these loan notes 
18 inventories 
  
2012
£’000
2011
£’000
raw materials 3694 3069
workinprogress 3338 4080
finished products 6 33
 7038 7182
there was no material writedown of inventories in either period 
19 other financial assets 
trade and other receivables 
  
2012
£’000
2011
£’000
current 
amounts receivable for the sale of goods and services 65502 56074
allowance for doubtful debts 1945 2034
trade receivables  63557 54040
other receivables 10138 4271
prepayments and other assets 15803 6799
  89498 65110
trade and other receivables include an amount of £4023000 that is receivable in more than one year the directors consider 
that the carrying amount of trade and other receivables approximates their fair value   st ives plc annual report and accounts 2012 83
 
derivative financial instruments 
  
2012
£’000
2011
£’000
forward foreign currency contracts  76 4
all forward foreign currency contracts are designated and effective as hedging instruments 
cash and cash equivalents 
 
2012
£’000
2011
£’000
cash and cash equivalents 12109 16262
cash and cash equivalents comprise cash held by the group and shortterm bank deposits with an original maturity of three 
months or less the carrying amounts of these assets approximate their fair value 
20 trade and other payables 
 
2012
£’000
2011
£’000
trade payables 36086 45662
accruals for goods and services 17362 8616
other taxes and social security 16182 12126
other payables 9471 2851
 79101 69255
the directors consider that the carrying amount of trade and other payables approximates their fair value 
21 loans  
 
2012
£’000
2011
£’000
bank loans 25000 –
others 550 –
  25550 –
the borrowings are repayable as follows 
between two and five years 25550 –
bank loans 
in may 2012 the group entered into a threeyear £55 million revolving multicurrency loan facility up to £15 million may be 
drawn as an overdraft facility interest on loan drawdowns is charged at libor plus a margin which varies between 200  
and 250 depending on the ratio of the group’s net debt to ebitda excluding nonunderlying items interest on overdraft 
drawdowns is charged at 200 over uk base rate  
as at 27 july 2012 the group’s outstanding loans within this facility were £25 million 2011 – £nil the undrawn portion  
of this facility at 27 july 2012 was £30 million 2011 – £55 million  
others 
the loans are interest bearing and secured against unlisted shares see note 17 the loan is due for repayment in 2015 
the directors consider that the carrying amount of the loans approximates their fair value  84 st ives plc annual report and accounts 2012
notes to the consolidated financial statements continued
22 deferred income 
 
2012
£’000
2011
£’000
advance billings and other deferred income  824 376
 
 
2012
£’000
2011
£’000
movement in uk regional capital grants   
balance at the beginning of the period – 708
transfer to the consolidated income statement – 465
disposal of the magazine printing business – 243
balance at the end of the period – –
23 provisions 
provision for 
repairs 
£’000 
provision for 
reorganisation
£’000
total
£’000
balance at 31 july 2010 1242 3176 4418
charged to the consolidated income statement 145 2192 2337
credited to the consolidated income statement 165 40 205
disposal – discontinued operations 7 122 115
utilised during the period 71 4050 4121
balance at 29 july 2011 1158 1156 2314
charged to the consolidated income statement 258 3144 3402
credited to the consolidated income statement 133 – 133
utilised during the period – 3045 3045
balance at 27 july 2012 1283 1255 2538
current  545 803 1348
noncurrent 738 452 1190
 1283 1255 2538
provision for repairs 
where the group is committed under the terms of a lease to make repairs to leasehold premises provision for repairs is  
made for these estimated costs over the period of the lease it is anticipated that these liabilities will crystallise between  
2013 and 2021 
provision for reorganisation 
the provision for reorganisation relates primarily to the remaining costs in respect of plant closures and relocation and 
comprises redundancy payments plant relocation onerous property and other costs which are expected to be settled  
by the end of the 2014 financial year the charge in the current period relates principally to the closure of the blackburn  
and westerham sites within the direct response business as well as to restructuring activities in the point of sale and 
exhibition and events businesses all of which are included within the print segment    st ives plc annual report and accounts 2012 85
  
24 deferred tax 
deferred income taxes are calculated in full on temporary differences under the liability method using a principal tax rate of 
23 2011 – 25 
the total movement in the deferred tax liabilityasset is as follows 
  
2012
£’000
2011
£’000
at the beginning of the period 3927 88
acquisitions 5762 1846
disposals – 1751
credit to the consolidated income statement 2291 777
items taken directly to equity  2049 4697
at the end of the period 5349 3927
the individual movement in the deferred tax liabilitiesassets is as follows 
 
accelerated 
tax 
depreciation
£’000
retirement 
benefits 
obligations
£’000
rolled over 
capital gains
£’000
revenue tax 
losses
£’000
shortterm 
timing 
differences 
£’000 
derivative 
financial 
instruments 
£’000 
acquired 
intangible 
assets
£’000
total
£’000
balance at 31 july 2010 9082 8880 369 3241248 16 897 88
acquisitions 1–––– – 18471846
disposals 1751 –––– – –1751
creditcharge to consolidated  
income statement 24611095 340 324 191 – 266 777
items taken directly to equity  – 4712 – – – 15 – 4697
balance at 29 july 2011 4869 3073 709 – 1057 1 2478 3927
acquisitions 34–––– – 57285762
creditcharge to consolidated  
income statement 803 539 617 – 291 – 17012291
items taken directly to equity  – 2063 – – – 14 – 2049
balance at 27 july 2012 4100 4597 92 – 766 15 6505 5349
deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current 
tax liabilities and when the deferred income taxes relate to the same fiscal authority  
at 27 july 2012 deferred tax assets in respect of losses at current tax rates all of which have an unlimited life are as follows 
 
2012
£’000
2011
£’000
unrecognised deferred tax in respect of trading losses 289 314
unrecognised deferred tax in respect of capital losses 896 206
 1185 520
  86 st ives plc annual report and accounts 2012
notes to the consolidated financial statements continued
25 retirement benefits 
defined contribution schemes 
the group operates defined contribution schemes for all qualifying employees the assets of the schemes are held separately 
from those of the group in funds under control of the trustees payments to the schemes are expensed to the consolidated 
income statement as they fall due the total expense recognised in the consolidated income statement for continuing 
operations of £1299000 2011 – £1634000 represents contributions payable to these schemes by the group at rates 
specified in the rules of the schemes at 27 july 2012 contributions of £183000 2011 – £215000 due in respect of the 2012 
reporting period had not been paid over to the schemes the amounts were paid over subsequent to the balance sheet date 
within the requisite time limits 
defined benefits scheme – st ives group 
the group operates the st ives defined benefits pension scheme with assets held in separate trustee administered funds this 
scheme was closed to new entrants from 6 april 2002 and closed to future benefit accruals with effect from 31 august 2008  
the most recent full actuarial valuations of the scheme assets and the present value of the defined benefits obligations were 
carried out in april 2010 by jonathan punter fellow of the institute of actuaries punter southall  co ltd ‘the actuary’ who  
is independent of the group this valuation was updated at 27 july 2012 the present value of the defined benefits obligation 
and the related current service cost and past service cost were measured using the projected unit credit method 
the principal assumptions used for the purpose of the actuarial valuations were as follows 
 
2012
 per
annum
2011
 per
annum
discount rate 450 550
expected rate of inflation 270 350
expected rate of salary increases nil nil
future pension increases 265 325
postretirement mortality in the 2011 and 2012 calculation is in accordance with the s1pa tables with an allowance of 1 lighter 
mortality for females future improvements from 2004 have been assumed in line with the 2009 cmi model and a longterm 
improvement of 1 per annum no adjustment has been made to the base table for males 
the amount recognised in the consolidated balance sheet in respect of the group’s defined benefits scheme is as follows 
 
2012
£’000
2011
£’000
present value of funded obligations 270909 258269
fair value of scheme assets 250918 245974
 19991 12295
   st ives plc annual report and accounts 2012 87
  
amounts recognised in the consolidated income statement in respect of the defined benefits scheme are as follows 
 
2012
£’000
2011
£’000
current service cost 200 200
curtailments 397 1345
interest on obligation note 9 13907 13347
expected return on scheme assets note 8 15009 13898
  1299 1696
the current service cost was allocated to functional cost lines in the consolidated income statement expected return on assets 
is recorded under investment income and interest on obligation is recorded under finance costs the actual return on scheme 
assets was a profit of £13240000 2011 – £32673000 
changes in the present value of defined benefits obligations are as follows 
 
52 weeks to 
27 july
2012
 £’000
52 weeks to 
29 july
2011
 £’000
opening defined benefits obligation 258269 251105
service cost 200 200
interest cost 13907 13347
curtailments and settlements 1338 1345
agerelated rebates 39 214
actuarial losses 9487 2079
benefits paid 9655 7331
closing defined benefits obligation 270909 258269
curtailments and settlements of £1338000 incurred in the current period includes patrick martell’s transfer out value of 
£941000 which was paid on 1 march 2012 
changes in the fair value of scheme assets are as follows 
 
52 weeks to 
27 july
2012
 £’000
52 weeks to 
29 july
2011
 £’000
opening fair value of scheme assets 245974 218218
expected returns 15009 13898
actuarial lossesgains 1769 18775
contributions by employer 2261 2200
agerelated rebates 39 214
benefits paid 9655 7331
settlements 941 –
closing fair value of scheme assets 250918 245974
the fair value of the scheme assets at the balance sheet date is analysed as follows 
longterm 
rate of return 
expected at 
27 july 2012 
per annum 
value at  
27 july 2012 
£’000 
longterm 
rate of return 
expected at 
29 july 2011
per annum
value at 
29 july 2011
£’000
equity instruments 630 158829 750 148950
bonds 280 89440 430 94902
other  050 2649 050 2122
   250918 245974 88 st ives plc annual report and accounts 2012
notes to the consolidated financial statements continued
25 retirement benefits continued 
the scheme assets do not include any of the group’s own financial instruments nor any property occupied by or other assets 
used by the group the expected rates of return on the individual categories of the scheme assets are determined following 
actuarial advice the overall expected rate of return is calculated by weighting the individual rates in accordance with the 
anticipated balance in the scheme’s investment portfolio 
the history of the scheme for the current and prior period is as follows 
  
2012
£’000
2011
£’000
2010 
£’000 
2009
£’000
2008
£’000
present value of defined benefits obligations 270909 258269 251105 232482 226605
fair value of scheme assets 250918 245974 218218 194199 178261
net obligation 19991 12295 32887 38283 48344
experience adjustments on scheme liabilities 9487 2700 8844 1462 1462
percentage of total scheme obligation 35 11 35 06 06
experience adjustments on scheme assets 1769 18775 16431 4049 13915
percentage of scheme assets 07 76 75 21 78
the group expects to contribute £2200000 to the scheme in 2013 
26 financial risk management 
the group’s treasury function is responsible for managing the group’s exposure to financial risk and operates within a defined 
set of policies and procedures reviewed and approved by the board 
interest rate risk 
the group carries a cash flow risk where there are changes in the interest rate levied on the group’s borrowings as currently 
interest on the majority of the group’s borrowings is at floating rates the group finances its operations through a mixture of 
retained earnings and bank borrowings group policy is to constantly review the exposure risk to interest rate fluctuations in 
relation to the risk as a proportion of group earnings and wherever possible with matching shortterm deposits of surplus  
funds the group is not subject to fair value interest rate risk as the majority of debt is at floating rate 
interest rate management 
an analysis of financial assets and liabilities exposed to interest rate risk is set out below 
financial assets subject to interest rate risk 
  
2012
£’000
2011
£’000
sterling 11566 15544
us dollar 160 –
other 383 718
  12109 16262 
the group’s financial assets comprise cash and cash equivalents all of which attract interest at floating rates based upon 
libor or equivalent measures 
financial liabilities subject to interest rate risk 
  
2012
£’000
2011
£’000
sterling bank loans 25000 –
the group’s financial liabilities comprise loan borrowings which bear interest at floating rates based upon libor and overdraft 
borrowings which bear interest at floating rates based upon uk base rate   st ives plc annual report and accounts 2012 89
  
interest rate sensitivity analysis  
the analysis below has been performed assuming that the amount of the liability outstanding at the balance sheet date was 
outstanding for the entire period 
 
2012
£’000
2011
£’000
100 movement in sterling libor 140 –
the changes would not have impacted other equity reserves as all interest bearing financial assets and liabilities are subject  
to floating interest rates and their fair values do not fluctuate with changes in interest rates 
foreign exchange risk 
from time to time the group enters into contracts to supply goods to customers trading in continental europe at prices 
denominated in euros and to customers trading in the usa at prices denominated in us dollars 
forward foreign exchange contracts 
the group enters into forward foreign exchange contracts to cover specific foreign currency payments and receipts and  
to manage the risk associated with anticipated sale and purchase transactions basis adjustments are made to the carrying 
amount of nonfinancial hedged items when the anticipated sale or purchase transaction takes place 
the following table details the forward currency contracts outstanding at the period end 
average 
exchange rate 
sterling foreign 
currency 
foreign 
currency  
‘000 
contract 
value 
£’000
fair value 
£’000
sell us dollars up to 12 months 158 270 171 1
sell euros up to 12 months 120 1566 1309 77
forward foreign exchange contracts have been used to hedge the exchange rate risk arising from these commitments  
which are designated as cash flow hedges as at 27 july 2012 the aggregate amount of unrealised profits under forward 
foreign exchange contracts deferred in the hedging reserve relating to the exposure on trade receivables and anticipated  
sale transactions amounted to £66000 it is anticipated that the sales will be made in the 12 months following the balance  
sheet date  
credit risk 
the group’s principal financial assets are bank balances and cash trade and other receivables which represent the group’s 
maximum exposure to credit risk in relation to financial assets the group’s credit risk is primarily attributable to its trade 
receivables the amounts presented in the consolidated balance sheet are net of allowances for doubtful receivables 
estimated by the group’s management based on prior experience and their assessment of the current economic environment 
the group’s credit risk is relatively low as the group maintains credit insurance up to a maximum aggregate claim in any one 
year of £7 million in addition its uk subsidiaries’ sales are principally with a large number of counterparties and customers  
in the uk and are denominated in sterling 
before accepting any new customer the group uses an external credit scoring system to assess the potential customer’s  
credit quality and defines credit limits by customer limits and scoring attributed to customers are reviewed regularly  
trade receivables include an amount with a single large customer which represents more than 10 of the total balance  
this customer has the highest credit score attributable under the credit scoring method used by the group 
included in the group’s trade receivables balance are debtors with a carrying amount of £162 million 2011 – £194 million 
which are past due at the reporting date for which the group has not provided as there has not been a significant change in 
credit quality and the amounts are still considered recoverable the group does not hold any collateral over these balances  90 st ives plc annual report and accounts 2012
notes to the consolidated financial statements continued
26 financial risk management continued 
ageing of impaired receivables 
 
2012
£’000
2011
£’000
between 0 and 59 days – 18
between 60 and 89 days 767 1196
between 90 and 119 days 810 232
120 days and above 368 588
 1945 2034
movement in the allowance for doubtful debts 
  
2012
£’000
2011
£’000
balance at the beginning of the period  2034 2851
impairment losses recognised  239 505
amounts written off as uncollectible 318 402
impairment losses reversed 10 793
disposals  – 127
balance at the end of the period  1945 2034
in determining the recoverability of a trade receivable the group considers any change in the quality of the trade receivable 
from the date the credit was initially granted up to the reporting date the concentration of credit risk is limited due to the 
customer base being large and unrelated and being covered by credit insurance arrangements accordingly the directors 
believe that there is no further credit provision required in excess of the allowance for doubtful debts 
ageing of past due but not impaired receivables 
  
2012
£’000
2011
£’000
between 0 and 59 days 14894 19168
between 60 and 89 days 1310 229
 16204 19397
liquidity risk 
the group’s policy is to maintain flexibility with respect to its liquidity position by utilising shortterm cash deposits and where 
necessary shortterm bank borrowings for working capital and longerterm borrowings for capital expenditure requirements 
the group entered in to a £550 million three year revolving multicurrency facility in the current period the agreement includes 
an overdraft facility of £150 million to fund shortterm working capital requirements the contractual maturities of drawn down 
borrowings as well as undrawn facilities are detailed in note 21 
capital risk management 
the group manages its capital to ensure that entities in the group will each be able to continue as a going concern while 
maximising the return to stakeholders through the optimisation of the debt and equity balance the capital structure of the 
group consists of debt which includes the borrowings disclosed in note 21 cash and cash equivalents and equity attributable 
to equity holders of the parent comprising issued capital reserves and retained earnings as disclosed in the consolidated 
statement of changes in equity   st ives plc annual report and accounts 2012 91
 
27 share capital 
  
number  
of shares 
ordinary shares 
of 10p each 
£’000
issued and fully paid    
at 30 july 2011 105848507 10585
issued in the period 13977862 1398
at 27 july 2012 119826369 11983
all authorised and issued share capital is represented by equity shareholdings 
28 notes to the consolidated cash flow statement 
reconciliation of cash generated from operations 
  
2012
£’000
2011
£’000
profit from continuing operations 15133 17311
loss from discontinued operations – 17411
  15133 100
adjustments for   
depreciation of property plant and equipment 7837 12609
impairment losses 832 20488
amortisation of intangible assets 4556 1894
profit on disposal of property plant and equipment 1605 4652
increasedecrease in deferred income 436 393
sharebased payment charge 766 284
cash contributions to defined benefits pension schemes 2458 3345
increasedecrease in provisions 225 1880
operating cash inflows before movements in working capital 25722 24905
decreaseincrease in inventories 212 1379
increase in receivables 14955 8375
decreaseincrease in payables 157 7131
cash generated from operations 10822 22282
analysis of net debt 
 
29 july 
2011 
£’000 
cash flow 
£’000 
acquired 
note 11
£’000
27 july
2012
£’000
cash and cash equivalents 16262 4153 – 12109
bank loans – 25000 550 25550
 16262 29153 550 13441
cash and cash equivalents which are presented as a single class of assets on the face of the consolidated balance sheet 
comprise cash at bank and other shortterm highly liquid investments with a maturity of three months or less the effective 
interest rates on cash and cash equivalents are based on current market rates  92 st ives plc annual report and accounts 2012
notes to the consolidated financial statements continued
28 notes to the consolidated cash flow statement continued 
cash flows from discontinued operations 
included within the consolidated cash flow statement are the following cash flows from discontinued operations 
  
2012
£’000
2011
£’000
net cash used in operating activities – 733
net cash used in investing activities – 123
net cash generated from financing activities – 182
net decrease in cash from discontinued activities – 674
29 capital and other commitments 
  
2012
£’000
2011
£’000
capital expenditure contracted but not provided 1921 141
at 27 july 2012 the group had outstanding commitments for the future minimum lease payments under noncancellable 
operating leases as follows 
  
2012 
land and 
buildings 
£’000
2012 
other 
£’000 
2011
land and 
buildings
£’000
2011
other
£’000
within one year 1680 1758 1466 1405
between two and five years 6410 1894 4690 1605
after five years 4678 3 4250 96
 12768 3655 10406 3106
30 sharebased payments 
the company operates a number of sharebased payment schemes for certain employees of the group ifrs 2 – sharebased 
payment has been applied to all sharebased rewards made after 7 november 2002 that did not vest before 31 july 2004 as 
detailed below 
discretionary executive share option scheme 2001 ‘esos 2001’ 
executive directors and certain members of senior management have been granted share options under the company’s 
discretionary share option schemes details of the esos 2001 scheme are included on pages 46 and 47 of the directors’ 
remuneration report  
longterm incentive plan 2010 the ‘ltip’ 
executive directors and certain members of senior management have been granted nilcost share options under the 
company’s long term incentive plan details of the ltip are included on pages 47 to 49 of the directors’ remuneration report 
save as you earn share option plan ‘sharesave plan’ 
the company has granted share options to eligible employees under an hmrcapproved allemployee sharesave plan  
details of the sharesave plan are included on page 43 of the directors’ remuneration report   st ives plc annual report and accounts 2012 93
 
a reconciliation of the movement in the number of share options is shown below 
 esos 2001 ltip sharesave plan 
 2012 2011 2012 2011 2012 2011
number of options         
outstanding at the beginning of the period 2232000 2494800 1197000 – – –
granted during the period – – 2250600 1197000 995335 –
lapsed during the period 150000 262800 202800 – 19077 –
outstanding at the end of the period 2082000 2232000 3244800 1197000 976258 –
exercisable at the end of the period – – – – – –
 
esos 2001 ltip sharesave plan 
  
 
2012
£
2011
£
2012 
£ 
2011 
£ 
2012
£
2011
£
weighted average exercise price   
outstanding at the beginning of the period 066 084 – – – –
granted during the period – – – – 066 –
lapsed during the period 062 237 – – – –
outstanding at the end of the period 066 066 – – 066 –
the fair value of the options granted in the current period under the ltip and sharesave plan were measured using a  
blackscholes options pricing model the inputs to the model are 
 
sharesave 
plan ltip
weighted average midmarket share price £073 £094
weighted average exercise price £066 £nil
expected life 3 years 3 years
expected volatility 3000 3000
risk free rate 200 200
dividend yield 500 500
the group recognised a total charge of £767000 2011 – £284000 relating to equitysettled sharebased payment 
transactions the exercise price of options outstanding at 27 july 2012 ranges between nil and 6617 pence  
deferred bonus scheme 
on 25 october 2011 pursuant to the directors and senior executives deferred bonus scheme outlined on page 45 of the 
directors’ remuneration report a portion of the net bonus payable to patrick martell matt armitage and lloyd wigglesworth in 
respect of the 2011 financial year was used to purchase 205934 shares in the company from the group’s employee benefit trust 
‘the ebt’ on behalf of these directors at 8795 pence per share an esop reserve was set up when the ebt originally purchased 
these shares at a price of 383 pence per share when the shares were purchased on behalf of the directors in the current period 
an amount equivalent to their original cost of £788000 was released from the esop reserve with the difference of £607000 
between the price paid on behalf of the directors and the original cost to the ebt of the shares taken directly to retained earnings 
31 related party transactions 
transactions between the company and its subsidiaries which are related parties have been eliminated on consolidation  
and are not disclosed in this note no material related party transactions have been entered into during the current period 
which might reasonably affect the decisions made by the users of these financial statements 
on 25 october 2011 shares in the company were purchased from the group’s employee benefit trust on behalf of  
patrick martell matt armitage and lloyd wigglesworth as outlined in note 30  
no other executive officers of the company or their associates had material transactions with the group during the  
current period  94 st ives plc annual report and accounts 2012
notes to the consolidated financial statements continued
31 related party transactions continued 
remuneration of key management personnel 
the remuneration of the directors and other executives who are key management personnel of the group is set out below in 
aggregate for each of the categories specified in international accounting standard 24 − related party disclosures 
 
2012
£’000
2011
£’000
shortterm employee benefits 2095 2103
postemployment benefits 19 19
termination benefits – 33
sharebased payment 427 229
 2541 2384
32 list of principal undertakings 
the principal trading subsidiaries of the company as at 27 july 2012 are shown below all are whollyowned subsidiaries with 
the exception of tactical solutions uk limited which is 90 owned with the exception of any marked † which are owned 
directly all are owned via whollyowned intermediate holding companies 
the following companies are incorporated and registered in england and wales 
location
clays limited bungay
incite marketing planning limited † london
pragma consulting limited london
response one limited bath
occam dm limited † chilcompton
st ives burnley limited burnley
st ives direct bradford limited bradford
st ives direct leeds limited leeds
st ives management services limited london
service graphics limited † london  other uk sites
sp group limited † birminghamredditch
tactical solutions uk ltd † flintshire
clays st ives burnley st ives direct bradford st ives direct leeds st ives management service service graphics and sp 
group are engaged in the activities of printing and related services incite marketing planning pragma consulting response 
one occam and tactical solutions are engaged in the activity of consultancy data marketing and field marketing services 
   st ives plc annual report and accounts 2012 95
independent auditors’ report to the members of st ives plc
we have audited the parent company financial statements  
of st ives plc for the 52 weeks ended 27 july 2012 which 
comprise the parent company balance sheet and the related 
notes 1 to 15 the financial reporting framework that has  
been applied in their preparation is applicable law and united 
kingdom accounting standards united kingdom generally 
accepted accounting practice 
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 to 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 
respective responsibilities of directors and auditor 
as explained more fully in the directors’ responsibilities 
statement the directors are responsible for the preparation  
of the parent company financial statements and for being 
satisfied that they give a true and fair view our responsibility 
is to audit and express an opinion on the parent company 
financial statements in accordance with applicable law and 
international standards on auditing uk and ireland those 
standards require us to comply with the auditing practices 
board’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 misstatement whether caused by fraud  
or error this includes an assessment of whether the 
accounting policies are appropriate to the parent 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 nonfinancial 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 parent company financial statements 
 give a true and fair view of the state of the company’s  
affairs as at 27 july 2012 
 have been properly prepared in accordance with united 
kingdom generally accepted accounting practice and 
 have been prepared in accordance with the requirements  
of the companies act 2006 
opinion on other matters prescribed by the 
companies act 2006 
in our opinion 
 the part of the directors’ remuneration report to be audited 
has been properly prepared in accordance with the 
companies act 2006 and 
 the information given in the directors’ report for the financial 
year for which the financial statements are prepared is 
consistent with the parent company financial statements 
matters on which we are required to report  
by exception 
we 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 by the 
parent company or returns adequate for our audit have  
not been received from branches not visited by us or 
 the parent company financial statements and the part of  
the directors’ remuneration report to be audited 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 and explanations  
we require for our audit 
other matter 
we have reported separately on the group financial 
statements of st ives plc for the 52 weeks ended 27 july 2012 
 
 
kate j houldsworth senior statutory auditor 
for and on behalf of deloitte llp 
chartered accountants and statutory auditor 
london 
2 october 2012 
  96 st ives plc annual report and accounts 2012
company balance sheet
 
  
 note 
27 july 2012 
£’000 
29 july 2011 
£’000 
fixed assets 
tangible assets 5 33928 39173
investments 6 152524 105404
 
186452 144577
 
current assets 
debtors – amounts falling due within one year 7 13998 9371
debtors – amounts falling due after more than one year 7 − 2429
 
 13998 11800
creditors amounts falling due within one year 8 34801 33439
net current liabilities  20803 21639
total assets less current liabilities  165649 122938
 
 
creditors amounts falling due after more than one year 8 25000 2621
provision for liabilities 10 551 276
net assets  140098 120041
 
 
capital and reserves  
share capital 11 11983 10585
share premium account 11 58007 48540
other reserves 12 2054 442
profit and loss account 13 68054 60474
total equity 140098 120041
these financial statements were approved by the board of directors on 2 october 2012 and signed on its behalf by 
 
 
patrick martell  matt armitage 
chief executive  chief financial officer 
   st ives plc annual report and accounts 2012 97
notes to the company financial statements
 
1 accounting policies 
the financial statements of the company have been prepared in accordance with applicable united kingdom  
accounting standards 
the directors have at the time of approving the financial statements a reasonable expectation that the company and the group 
have 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 further detail is contained in the directors’ report on page 39 
a accounting convention 
the financial statements of the company are prepared under the historical cost convention except for revaluation of certain land 
and buildings and financial instruments 
b accounting period 
the financial statements are prepared for the 52 weeks ended 27 july 2012 ‘the financial year’ comparative figures are for the  
52 weeks ended 29 july 2011 
c tangible fixed assets 
depreciation is not provided on freehold land or assets in the course of construction on other assets it is provided on cost  
or revalued amounts in equal annual instalments over the estimated lives of the assets the annual rates of depreciation are  
as follows 
freehold buildings  2 – 4
long leases period of lease
plant and machinery  10 – 33 
fixtures fittings and equipment  10 – 33 
motor vehicles  20 – 25
as permitted by financial reporting standard 15 − tangible fixed assets ‘frs 15’ those freehold buildings valued at  
31 july 1985 continue to be carried at that value subject to depreciation 
d investments 
investments are stated at historical cost less any provision for impairment 
e tax 
current tax including uk corporation tax and foreign tax is provided at amounts expected to be paid or recovered using the 
tax rates and laws that have been enacted or substantially enacted by the balance sheet date 
deferred tax is provided in full on timing differences which result in an obligation at the balance sheet date to pay more tax or a 
right to pay less tax at a future date at rates expected to apply when they crystallise based on current tax rates and law timing 
differences arise from the inclusion of items of income and expenditure in tax computations in periods different from those in 
which they are included in financial statements 
deferred tax is not provided on timing differences from the revaluation of fixed assets where there is no commitment to sell the 
asset or on unremitted earnings where there is no commitment to remit these earnings deferred tax assets are recognised to the 
extent that it is regarded as more likely than not that they will be recovered deferred tax assets and liabilities are not discounted 
f provision for repairs 
as the company is committed under the terms of a lease to make repairs to leasehold premises provision is made for the 
estimated cost of repairs over the lease period  98 st ives plc annual report and accounts 2012
notes to the company financial statements continued
1 accounting policies continued 
g foreign currencies 
where foreign currency borrowings have been used to finance or provide a hedge against equity investments in overseas 
subsidiaries exchange gains or losses on the borrowings have been offset in reserves to the extent that they do not exceed  
the associated exchange differences arising on the retranslation of net investments 
the transactions of the company denominated in foreign currencies are translated into sterling at the rate ruling at the date of  
the transaction amounts receivable and payable denominated in foreign currencies at the balance sheet date are translated  
at the rates ruling at that date these exchange differences are included in profit on ordinary activities before tax 
h sharebased payments 
the group makes equitysettled sharebased payments to certain employees which are measured at fair value at the date of 
grant the fair value determined at the grant date of the equitysettled sharebased payments is expensed on a straightline  
basis over the vesting period based on the company’s estimate of shares that will eventually vest the fair value of share options 
issued is measured using a binomial model the expected life used in the model has been adjusted based on management’s 
best estimate for the effects of nontransferability exercise restrictions and behavioural considerations 
i derivative financial instruments 
the company’s activities expose it primarily to the financial risks of changes in foreign currency exchange rates and interest 
rates the company uses derivative financial instruments to hedge its exposure to foreign exchange for the purchase of capital 
equipment denominated in foreign currencies and the sale of goods similarly denominated 
the use of financial derivatives is governed by the group’s policies approved by the board of directors which provide written 
principles on the use of financial derivatives consistent with the group’s risk management strategy the company does not hold 
or issue derivative financial instruments for speculative purposes 
changes in the fair value of derivative financial instruments that are designated and effective as cash flow hedges of forecast 
transactions are recognised directly in equity and the ineffective portion is recognised immediately in the profit and loss account 
if the cash flow hedge of a firm commitment or forecast transaction results in the recognition of an asset or liability then at the 
time the asset or liability is recognised the associated gains and losses on the derivative that had previously been recognised  
in equity are included in the initial measurement of the asset or liability for the hedges that do not result in the recognition of an 
asset or liability amounts deferred in equity are recognised in the profit and loss account in the same period in which the hedged 
item affects the net profit or loss 
hedge accounting is discontinued when the hedging instrument expires or is sold terminated or exercised or no longer 
qualifies for hedge accounting at that time any cumulative gain or loss on the hedging instrument recognised in equity is 
retained in equity until the forecast transaction occurs if a hedge transaction is no longer expected to occur the net cumulative 
gain or loss previously recognised in equity is included in the profit and loss account for the period 
derivatives embedded in other financial instruments or other host contracts are treated as separate derivatives when their risks 
and characteristics are not closely related to those of their host contracts and the host contracts are not carried at fair value with 
unrealised gains or losses reported in the profit and loss account 
those derivatives which are not designated as hedges are classified as held for trading and gains and losses on those 
instruments are recognised immediately in the profit and loss account   st ives plc annual report and accounts 2012 99
  
 
j pension costs 
the company operates a defined benefits pension scheme and a defined contribution pension scheme the company  
accounts for the defined benefits pension scheme as if it were a defined contribution scheme under the provisions of frs 17 
pension costs for the company’s defined contribution scheme are charged against profits as payable further details are set  
out in note 14 
k leases 
rental costs under operating leases are charged to the profit and loss account in equal annual amounts over the periods  
of leases 
l cash flows 
a statement of cash flows has not been prepared for the company as in accordance with financial reporting standard 1 
revised ‘cash flow statements’ ‘frs 1’ cash flow information has been shown in the financial statements of the ultimate 
parent company 
2 profit from operations 
as permitted by section 408 of the companies act 2006 no profit and loss account of the company is included in these  
financial statements the profit for the financial period for the company was £140 million 2011 – £72 million 
3 auditors’ remuneration 
fees paid to the auditors in respect of their audit of the company were £68000 2011 – £69000 
4 employee information 
the average monthly number of employees including executive directors was 
 
2012
number 
2011
number 
sales  14 16
administration 36 44
50 60
their aggregate remuneration comprised 
2012
£’000 
2011
£’000 
wages and salaries 4222 3571
social security costs 372 346
other pension costs  93 99
sharebased payment  766 284
 5453 4300
  100 st ives plc annual report and accounts 2012
notes to the company financial statements continued
5 tangible fixed assets 
land and 
buildings
freehold
£’000 
land and 
buildings
long leases
£’000 
plant and 
machinery 
£’000 
fixtures 
fittings 
equipment 
and motor 
vehicles
£’000 
total
£’000 
cost or valuation       
at 31 july 2010 51484 6194 2810  2287 62775 
additions − 542 236  1393 2171 
transfers from subsidiaries − − 99741  1920 101661 
transfers to subsidiaries 108 − 99741 1934 101783
reclassifications − − 576  576− 
disposals 5255− 131 8796265
at 29 july 2011 46121 6736 3491  2211 58559 
additions − 29 24  332 385 
transfers from subsidiaries 314 − −  − 314 
disposals 6994− −  217015
at 27 july 2012 39441 6765 3515  2522 52243 
accumulated depreciation and impairment       
at 31 july 2010 13784 2726 2056  1249 19815 
charge 691 334 850  252 2127 
transfers from subsidiaries − − 66102  1890 67992 
transfers to subsidiaries − − 66699 1911 68610
reclassifications − − 297  297− 
disposals 1440− 88 4101938
at 29 july 2011 13035 3060 2518  773 19386 
charge 691 300 251  375 1617 
impairment 832 − −  − 832 
transfers from subsidiaries 300 − −  − 300 
disposals 3799− −  213820
at 27 july 2012 11059 3360 2769  1127 18315 
net book value  
at 27 july 2012 28382 3405 746  1395 33928 
at 29 july 2011 33086 3676 973  1438 39173 
the company has freehold land with a book value of £4320000 2011 – £5214000 which has not been depreciated  
the net book value of the company’s land and buildings includes £192000 2011 – £198000 in respect of assets revalued  
on 31 july 1985 the historical written down cost of these assets would have been £76000 2011 – £80000   st ives plc annual report and accounts 2012 101
  
 
6 investments held as fixed assets 
  
shares in 
subsidiaries 
at cost 
£’000 
loans to 
subsidiaries 
£’000 
other 
investments
£’000 
total
£’000 
at 30 july 2011 94510 10894 − 105404
acquisitions 51080 − 250053580
loan advances − 1500 − 1500
loan repayments − 1680 − 1680
loan reclassification − 6280 − 6280
at 27 july 2012 145590 4434 2500 152524
all of the above are unlisted investments the principal trading subsidiaries are listed in note 32 of the group financial statements 
acquisitions of shares in subsidiaries at cost and loans relate to the acquisition of response one holdings limited pragma 
holdings limited and incite marketing planning limited on 14 september 2011 20 september 2011 and 28 february 2012 
respectively as disclosed in note 11 of the notes to the group financial statements other investments represent investments  
in easypress group limited and sponge limited as disclosed in note 17 of the notes to the group financial statements  
certain subsidiary loans have been reclassified to debtors due within one year 
7 debtors amounts falling due within and after more than one year 
 
2012
£’000 
2011
£’000 
within one year 
amounts owed by group undertakings 6890 4326 
loans receivable  2456 1986 
other debtors 959 918 
tax recoverable 2427 1466 
prepayments and accrued income 1205 671 
derivative assets 61 4 
 13998 9371 
after more than one year 
loans receivable − 2429 
 − 2429 
loans receivable within one year of £2456000 2011 – £1986000 and after more than one year of £nil 2011 – £2429000 
comprise sterling amounts receivable as deferred consideration for the sale of the magazine printing business on 6 april 2011 
these loans are noninterest bearing and are carried at amortised cost   102 st ives plc annual report and accounts 2012
notes to the company financial statements continued
8 creditors amounts falling due within and after more than one year 
2012
£’000 
2011
£’000 
within one year 
amounts owing to group undertakings 18929 8673
bank loans and overdrafts note 9 3694 18190
consideration payable on purchase of subsidiaries 4731 1677
trade creditors 1565 878
other creditors including tax and social security 4335 2402
accruals and deferred income 1547 1619
34801 33439
 
2012
£’000 
2011
£’000 
after more than one year 
consideration payable on purchase of subsidiaries − 2621
bank loans and overdrafts note 9 25000 −
25000 2621
consideration payable for the purchase of subsidiaries within one year of £4731000 2011 – £1677000 and after more than 
one year of £nil 2011 – £2621000 represents the fair values of the loan notes issued as part of the consideration for tactical 
solutions uk limited and the deferred consideration payable for incite marketing planning limited as detailed in note 11 to  
the group financial statements  
9 borrowings and finance obligations 
2012
£’000 
2011
£’000 
within one year 
bank overdrafts 3694 18190
 
2012 
£’000 
2011
£’000 
after more than one year 
bank loans 25000 −
bank overdrafts and loans 
in may 2012 the company entered into a threeyear £55 million revolving multicurrency loan facility up to £15 million may be 
drawn as an overdraft facility interest on loan drawdowns is charged at libor plus a margin which varies between 200  
and 250 depending on the ratio of the group’s net debt to ebitda excluding nonunderlying items interest on overdraft 
drawdowns is charged at 200 over uk base rate  
as at 27 july 2012 the company’s outstanding loans within this facility were £25 million 2011 – £nil the undrawn portion of 
this facility at 27 july 2012 was £30 million 2011 – £55 million  
the company’s overdraft is guaranteed by certain united kingdom subsidiary undertakings and the company guarantees the 
loans and overdrafts of those united kingdom subsidiary undertakings at 27 july 2012 the aggregate liability for the company 
under this guarantee amounted to £35772000 2011 – £11765000 the aggregate value of the company’s loans and overdraft 
liabilities guaranteed by certain united kingdom subsidiaries amounted to £14377000 2011 – £18677000 
as at 27 july 2012 there was no loan or overdraft secured against the assets of the company 2011 – £nil the directors 
consider that the carrying amount of the loans and overdrafts approximates their fair value 
the company has guaranteed amounts payable to certain suppliers of some of its trading subsidiaries the maximum aggregate 
liability under these guarantees is £812000    st ives plc annual report and accounts 2012 103
  
 
10 provisions for liabilities and charges 
 
provision for 
repairs 
£’000 
deferred tax
£’000 
total
£’000 
balance at 30 july 2011 166  110 276 
charge to profit and loss account −  275 275 
balance at 27 july 2012 166  385 551 
the amounts of deferred tax provided in the financial statements are as follows 
2012
£’000 
2011
£’000 
capital allowances in excess of depreciation 413 230
other timing differences 28 120
 385 110
11 called up share capital and share premium account 
number  
of shares 
ordinary shares 
of 10p each
£’000 
share premium 
account
£’000 
allotted and fully paid       
at 30 july 2011 105848507  10585 48540 
issue of share capital  13977862  1398 9467 
at 27 july 2012 119826369  11983 58007 
all authorised and issued share capital is represented by equity shareholdings  
the following shares were issued as partial consideration in respect of acquisitions made during the year 
number of  
shares issued 
consideration 
received
£’000 
share premium 
arising
£’000 
response one holdings limited 7308235  5682 4951 
pragma holdings limited 2401078  1751 1511 
incite marketing and planning limited 4268549  3432 3005 
  13977862  10865 9467 
further details of these acquisitions are contained in note 11 to the group financial statements   104 st ives plc annual report and accounts 2012
notes to the company financial statements continued
12 other reserves 
capital 
redemption 
reserve
£’000 
share option 
reserve
£’000 
esop  
reserve 
£’000 
hedging 
reserve 
£’000 
total
£’000 
balance at 30 july 2011 1238 344 1144 4 442 
recognition of sharebased payments − 766 −  − 766 
issue of share capital − − 788  − 788 
gains on cash flow hedges  
transferred to underlying hedged items − − −  4 4
arising on forward currency contracts − − −  61 61 
balance at 27 july 2012 1238 1110 356 61 2053 
on 25 october 2011 pursuant to the directors and senior executives deferred bonus scheme outlined on page 41 of the 
directors’ remuneration report a portion of the net bonus payable to patrick martell matt armitage and lloyd wigglesworth  
in respect of the 2011 financial year was used to purchase 205934 shares in the company from the group’s employee  
benefit trust ‘ebt’ on behalf of these directors at 879 pence per share an esop reserve was set up when the ebt originally 
purchased these shares at a price of 383 pence per share when the shares were purchased on behalf of the directors in  
the period an amount equivalent to their original cost of £766000 was released from the esop reserve with the difference  
of £607000 between the price paid on behalf of the directors and the original cost to the ebt of the shares taken directly to 
retained earnings 
13 profit and loss account 
£’000 
balance at 30 july 2011 60474
net profit for the financial period 13962
issue of share capital 607
dividends paid on equity shares 5774
balance at 27 july 2012 68054
the adjustment to retained earnings in respect of the issue of share capital is explained in note 12 above   st ives plc annual report and accounts 2012 105
  
 
14 retirement benefits 
the company participates in both the defined benefits and defined contribution schemes operated by st ives plc the defined 
benefits scheme is a multiemployer scheme the assets and liabilities of which are held in separate trusteeadministered funds 
the pension costs are based on pension costs across the group as a whole for the defined contribution schemes the profit  
and loss charge represents contributions payable 
the pension costs of the company are disclosed in note 4 
for the purpose of frs 17 the company is unable to identify its share of the underlying assets and liabilities of the defined 
benefits scheme on a consistent and reasonable basis accordingly the company accounts for the defined benefits scheme  
as if it were a defined contribution scheme  
the defined benefits scheme was closed to new entrants with effect from 6 april 2002 and closed to future benefit accrual from  
31 august 2008 there are no contributions to fund future defined benefits accrual after 31 august 2008 regular contributions  
of £2200000 were made in the period and the company expects to contribute £2200000 to the scheme in 2013 
the group is required to account for the defined benefits scheme under international accounting standard 19 − employee 
benefits ‘ias 19’ the ias 19 disclosures included in note 25 of the notes to the group financial statements have been based 
on the results of the actuarial valuation of the defined benefits scheme as at 6 april 2010 adjusted to allow for the assumptions 
and actuarial methodology required by ias 19 and updated to 27 july 2012 by the scheme’s actuary these disclosures show 
that the scheme’s assets represented 926 of the scheme’s liabilities 2011 – 952 
15 capital commitments 
2012 
£’000 
2011
£’000 
capital expenditure contracted but not provided − 273 106 st ives plc annual report and accounts 2012
five year record
 
52 weeks 
to 27 july 
2012 
£’000 
52 weeks 
to 29 july 
2011 
£’000 
52 weeks  
to 30 july 
2010 
£’000 
52 weeks 
to 31 july 
2009
£’000 
52 weeks 
to 1 august 
2008
£’000 
revenue 
print 280327 282736 290542  386782 391200 
marketing services 47049 14054 888  – – 
327376 296790 291430  386782 391200 
profitloss from operations before nonunderlying items   
print 20442 20870 18968  10150 32953 
marketing services 4011 450 216 – – 
24453 21320 18752  10150 32953 
nonunderlying items 9320 4009 4622 14532 1126 
profitloss from operations 15133 17311 14130  4382 34079 
investment income 15239 13973 13267  12857 11051 
finance costs 15464 14388 14222 15716 14508
profitloss before taxation 14908 16896 13175  7241 30622
income tax chargecredit 1579 3072 1974 916 16096
profitloss on ordinary activities after taxation 13329 13824 11201  6325 14526
lossprofit on discontinued operations – 18585 3463 8233 1714 
profitloss for the period 13329 4761 7738  14558 16240
 
earnings per share  
basic 1164 1322 1087  614 1410 
continuing before nonunderlying items 1561 1445 1183  494 1957 
balance sheet  
property plant and equipment 56361 62376 107438  122178 141581 
goodwill 87169 67443 54383  46274 54679 
other intangible assets 31325 11522 4683  1215 1753 
other noncurrent assets 3050 2429 5052  8008 2517 
assets held for sale – – 2140  1282 6650 
other current assets 108721 88558 89402  98218 116811 
liabilities held for sale  – – –  – 1142
other current liabilities 87756 76217 84606 113717 79015
noncurrent liabilities 52080 19530 48606 41390 88964
net assets 146790 136581 129886  122068 154870 
revenue and profitloss from operations before nonunderlying items is shown by business segment the figures for print 
segment for the periods ended 1 august 2008 and 31 july 2009 include the results of the operations previously classified  
within the media and commercial segments including those of the magazine printing business  
the five year record is not audited 
 nonunderlying items comprise restructuring costs provision releases operating results of noncontinuing sites acquisition costs adjustments to deferred 
consideration net profit on disposal of property plant and equipment amortisation of acquired intangibles and other oneoff items   st ives plc annual report and accounts 2012 107
financial calendar
 
financial year ended 29 july 2011  
record date for final dividend 2 december 2011 
annual general meeting 29 november 2011 
payment date for final dividend of 350 per ordinary share  23 december 2011  
  
financial year ended 27 july 2012  
half year end 27 january 2012 
announcement of half year results 6 march 2012 
record date for interim dividend 10 april 2012 
payment date for interim dividend of 175p per ordinary share 9 may 2012 
financial year end 27 july 2012 
announcement of full year results 2 october 2012 
earliest date for ims 5 october 2012 
exdividend date 28 november 2012 
record date for proposed final dividend 30 november 2012 
annual general meeting 27 november 2012 
latest date for ims 21 december 2012 
payment date for proposed final dividend of 400p per ordinary share  21 december 2012 
  
financial year ended 2 august 2013  
half year end 1 february 2013 
announcement of half year results march 2013 
financial year end 2 august 2013 
 
 if approved by shareholders at the 2012 annual general meeting the proposed final dividend will be paid on 21 december 2012  108 st ives plc annual report and accounts 2012
 
corporate information 
further information about the group can be found on our website wwwstivescouk 
this year’s annual report and accounts as well as copies of past years’ annual reports and accounts half year and  
interim management statements and shareholder circulars are available to view and download from our website regulatory 
announcements and press releases made during the year and in past years are also available to view in the regulatory  
news section of the investor relations area of the website 
should you wish to receive further copies of the annual report and accounts or a copy of our environmental performance report 
please contact the company secretary st ives plc one tudor street london ec4y 0ah 
shares 
st ives plc ordinary shares of 10 pence each are listed on the london stock exchange and trade under the symbol siv our 
international securities identification number isin is gb0007689002 and our stock exchange daily official list sedol 
number is 768900  
share price information and our latest regulatory announcements can be obtained from the stock exchange website 
wwwlondonstockexchangecom 
shareholding enquiries 
st ives plc’s register is maintained by capita registrars who are able to deal with shareholders’ queries including in respect  
of any of the following matters 
 transfer of shares 
 change of name or address 
 registering the death of a shareholder 
 lost share certificates 
 lost or out of date dividend warrants 
 the payment of dividends directly into a bank or building society account 
their contact details are st ives plc shareholder services capita registrars the registry 34 beckenham road beckenham 
kent br3 4tu 
capita’s shareholder helpline telephone number is 0871 664 0300 calls cost 10 pence per minute plus network extras if you  
are calling from overseas please telephone  44 208 639 3399 lines are open from 830 am to 530 pm monday to friday 
alternatively you can email your query to our registrars at ssdcapitaregistarscom although for legal reasons they may 
subsequently require you to confirm any instruction in writing  
our principal advisers 
stockbrokers 
numis securities limited the london stock exchange building 10 paternoster square london ec4m 7lt 
financial advisers 
nm rothschild  sons limited new court st swithin’s lane london ec4p 4du 
bankers 
hsbc bank plc 76 edgware road london w2 2eq 
the royal bank of scotland plc po box 2 ag 63 piccadilly london w1a 2ag 
solicitors 
herbert smith llp exchange house primrose street london ec2a 2hs 
shareholder information st ives plc
registered in england  wales no 15521 13 
registered office 
one tudor street  
london ec4y 0ah
printed on paper sourced from wellmanaged and sustainable 
resources and converted at mills which conform to iso14001 
and emas environmental management standards using pulp 
which is elemental chlorine free ecf the inks used are all 
vegetable based
the cover is printed on 300gsm ‘edixion’ the front section is 
printed on 150gsm hello silk with the section to the rear on 
120gsm ‘edixion offset’
all papers are produced at mills which conform to iso14001 and 
emas environmental management standards using pulp which 
is elemental chlorine free ecf
printed at st ives direct bradford limited iso 14001 and 9001
designed by black sun plc 
wwwblacksunplccom
st ives plc is grateful to all the valued customers who allowed us 
to use photographs in this document that represent the products 
and services we supply st ives plc
one tudor street
london
ec4y 0ah
telephone  020 7928 8844
fax 020 7902 6436
wwwstivescouk


Summary:
  st ives plc annual report and accounts 2012 1
 
operational highlights
 continued success in implementation of strategic 
repositioning of the group
 three acquisitions to enhance our marketing services 
offering including
 response one one of the uk’s fastest growing data 
marketing businesses in september 2011
 pragma holdings a leading consultancy specialising 
in retail and consumer markets in september 2011
 incite marketing planning an industry leading market 
research and insights consultancy in february 2012
financial highlights
  before nonunderlying items which comprise restructuring costs provision releases operating results of noncontinuing sites acquisition costs adjustments  
to deferred consideration net profit on disposal of property plant and equipment amortisation of acquired intangibles and other oneoff items
all figures for revenue profit and earnings per share are based on continuing operations
 
 investment in sponge a leading mobile marketing 
agency and easypress group formerly 
evolvedgroup an ebook conversion  
software company
 further successful cost reduction initiatives across 
print businesses and investment in digital production
 winning additional market share with the group’s new 
multidiscipline offering gaining traction with key clients 
including hsbc punch taverns holland and barrett 
and johnston press
 contract renewals with key clients including 
sainsbury’s royal mail and heinz
£327 4m
underlying revenue

 
201 1  £2968m
£242m
underlying profit before tax

 
201 1  £209m
1561p
underlying earnings per share

 
201 1  1445p
575p
t otal dividends per share 
201 1  525p
£149m
profit before tax 
201 1  £169m
1164p
earnings per share 
201 1  1322p