STV Group (LSE:STVG) — Overview of the Greenbird Media Acquisition

0:02 Good afternoon, and welcome to the STV Group PLC investor presentation. Throughout this recorded presentation, investors will be in listen only mode. Questions are encouraged and can be submitted at any time using the Q and A tab situated on the right hand corner of your screen. Simply type in your questions and press send. The company may not be in a position to answer every question received during the meeting itself. However, company will review all questions submitted today and publish responses where it is appropriate to do so. Before we begin, I would like to submit the following poll, and I would now like to hand you

0:33 over to CEO, Simon Pitts. Good afternoon to you. Good afternoon, and hello, everyone. Many thanks for joining us as we share details of an important deal for STV Studios, the acquisition of unscripted production network, Greenbird Media. Lindsay Dixon and I, our CFO, are going to take you through a presentation, and then there will be time to take any questions you may have. As you'd expect, we'll cover the key messages of the deal and the headline commercial terms. We'll tell you a little bit about the Greenbird Group, an impressive network of production companies that has been built over the last decade, and we'll talk you through the strategic benefits of the deal and the growth potential of the combined businesses as well as setting out the financial impact on STV at both a studios and an overall group level and why it adds to our equity story as a business focused on both profit and dividend growth. We'll then finish with a few words on how we're intending to integrate this acquisition over the coming weeks and months as we know just how important that is to get right.

1:41 So in short, this is a transformative deal for us. It is right on strategy. It will accelerate our revenue and earnings diversification away from linear advertising and towards the growth area of global content and IP ownership. We will become one of The UK's leading production groups and take a big step towards our goal of becoming The UK's most successful nations and regions producer in an era of leveling up, as everyone knows, where the center of gravity in UK television production continues to shift away from London and the Southeast. We were already on track to double the size of our studios business this year in terms of revenue and profit, and this deal means that we'll take an even bigger stride forward in terms of production scale and creative firepower with our in house labels at a stroke growing from nine to 24.

2:35 Our number of returning TV series, the foundation for any successful production business, more than trebling from 12 to nearly 40, and our STV Studios senior management team strengthening significantly through the addition of highly respected creative and commercial leaders from Greenbird. The financial rationale for the deal is also compelling. It is materially earnings enhancing and EPS accretive for STV GROUP from day one as well as margin accretive for STV Studios, and we funded it from our existing resources and will remain well within our financial covenants. Our progressive dividend policy will also remain unchanged. Crucially, we also see significant future growth potential for the combined group in a range of areas, both in The UK and internationally, and more on that in a moment.

3:29 Overall, we can now say with confidence that we will exceed our 2023 diversification target of at least 50% of our total earnings coming from outside traditional broadcasting, a key milestone on the way to STV becoming a more balanced, more resilient media company focused on growth. The total cash consideration payable for Greenbird is expected to be around £24,000,000, split between the 21,400,000 we paid on completion and the balance due over the next couple of years. Of that money paid on completion, 11,500,000 has gone to repay the loan notes due to Cachette International, the previous 60% majority shareholder.

4:15 9,600,000 has been paid for 86% of the equity of the business, and there was a small cash adjustment of £300,000 The deferred consideration estimated to be around £2,600,000 is split into two amounts. The first is approximately GBP 1,600,000 expected to be payable to the founders of the business in relation to the balance of the equity and will be based on profit performance in 2023 and 2024 incentivizing the team to deliver continued growth. The second element of around 1,000,000 is for surplus cash in the subsidiary companies on completion, which will be paid to the current shareholders at the future point when it's either dividended to Greenbird or when Greenbird owns 100% of the equity in those companies.

5:01 We funded the acquisition from existing bank facilities, allocating the proceeds from the placing completed in July 2020, which we haven't used yet. Net debt of the enlarged group is around GBP 32,000,000 on completion and against a covenant maximum of three times, we expect the ratio of net debt to EBITDA to be around one times at the end of the year at the lower end of our self imposed target range of one to 1.5 times. We expect Greenberg to materially enhance the earnings of both the Studios division and the broader group immediately with their revenue contribution in the second half of this year expected to be GBP 20,000,000 to GBP 25,000,000 and operating profit GBP 3,000,000 to 3,500,000. This enables us to take a significant step towards achieving our target divisional operating margin of 10% in 2025.

5:54 Some background then on the Greenbird business. Founded in 2012 by experienced television production execs, Jamie Monroe and Stuart Mullen, Greenbird owns stakes in 15 production companies, all but one of them unscripted companies focused on making factual shows, entertainment formats, reality shows, documentaries, and youth focused programming. And Greenbird has been focused on helping those businesses to grow, in particular by offering them a bespoke back office solution for things like commercial affairs, funding advice, legal, IT, property, and so on. That has freed up the creative leaders to concentrate on program production and idea development rather than managing the overhead of their businesses.

6:43 The production businesses are at different stages, and the ownership positions Greenbird and now STV Studios has in them is reflective of this. There are majority stakes in two established successful unscripted producers, Tuesday's Child and Crack It, run by highly respected creative entrepreneurs Karen Smith and Elaine Hackett. Tuesday's Child then in turn has a majority position in another producer, Interstellar, which is also consolidated into our results from day one. Before Tuesday's Child, Karen Smith was managing director of celebrated production company Shine TV, and she also cocreated Strictly Come Dancing while at the BBC. Prior to founding Cracket, Elaine was on the board of Endymol UK and oversaw hits like big brother.

7:32 So really first class creative pedigrees in both cases. Then there are a series of large minority positions that Greenbird holds 25 to 40% stakes in in companies like award winning documentary maker Flickr Productions, Glasgow based Hello Halo, and Rumpus Media who make shows with a number of famous faces. Finally, there are a series of small 5% stakes in businesses with exciting potential like GOAT films, Stacy Dooley's production company, Little Dooley, and Owl Power, which was founded by comics, Paul White house and Bob Mortimer. In aggregate then, an exciting, a wide ranging mix of talent and IP under one roof.

8:19 As always with these companies, it's about the shows and the Greenbird portfolio contains a huge range of hits, some of which are on screen now. That includes breakout international success, LEGO Masters, which runs on channel four, but also in US primetime on the Fox network with different versions of the show being made in over 20 other markets, including China, South America, and 10 European countries. The portfolio also includes Saturday night entertainment shows, Queens for the Night and The Hit List, and star led shows like The Misadventures of Rolmesh Ranganathan, Late Night Lysit, and Gone Fishing with Mortimer and White House. In all, over 25 returning series across the Green Bird group, an impressive back catalog of over two thousand hours offering significant secondary sales and IP format potential, and a very healthy range of new shows constantly refreshing the creative pipeline with over three hundred and fifty hours of new programming expected to be produced by Greenbird companies companies in 2023 alone.

9:25 When combined then with the current STV Studios portfolio, the impact is significant across all our production KPIs, bringing instant creative and commercial scale. Now 24 creative labels, returning series more than trebling to nearly 40, production hours doubling this year to over 600, and a combined catalog of over five thousand hours strengthening our hand and creating revenue synergies in secondary sales, in format sales, and in distribution deals in The UK and around the world. This is how the combined STVG looks in terms of ownership and creative labels, a mix of established successful majority owned businesses, and a series of minority positions offering scope for further consolidated growth in future.

10:14 In the majority owned box on the left, the six existing STV Studios consolidated labels combined with three new joiners from Greenbird to create a materially profitable 70,000,000 revenue production business in 2023. If you factor in the nine large minority stakes in the middle box, the three existing STV Studios investments of two cities, Hello, Mary and Mighty Productions, plus a further six coming from Greenbird, revenues across the combined STV Studios are north of 100,000,000. These are the companies we would most likely look to consolidate in future, although that won't be the case with all of them, obviously, and any decision will depend on their performance and profitability over time.

10:59 And it will also come down to negotiation. While there are clear routes to control in the case of the previous STV Studios investments, that's not the strategy Greenberg pursued, and there are no prescribed routes to control for the minority investments. However, what is in place are very strong relationships, board representation, and a series of back office and advisory arrangements that will endure post deal and put us in pole position to increase these investments if or when the time is right. For the smaller 5% stakes in exciting earlier stage businesses, it really is a matter of keeping a watching brief to see which take off over the coming years, and we will have a ringside seat there by virtue of our existing relationships and service agreements.

11:47 Overall, this makes STV Studios one of the few multi genre production groups of scale in The UK with the capability to produce high quality programming across both scripted and unscripted. And while this acquisition primarily adds unscripted firepower, as you know, STV drama companies are busy delivering three high profile new series in 2023. The acclaimed Blue Lights for BBC One already recommissioned for a second series, series two of prison drama Screw for channel four, and thriller criminal record for Apple TV plus starring Peter Capaldi and Kush Jumbo, which will be delivered later this year.

12:30 As for where this acquisition sits within the wider STV Studios growth strategy, well, it completely aligns with our vision here and the objectives that underpin it. As you know, we set out our store a few years ago to become a world class producer for the biggest networks and global streamers and The UK's number one nations and regions production company by turnover, by profit, and by reputation, and we've been making excellent progress with that vision. We've been pursuing clear strategic objectives to grow our returning series, to continue to expand our customer base, and to invest in our existing labels as well as in new creative talent. And this acquisition ticks all those boxes and undoubtedly accelerates the vision for STV Studios.

13:20 So much so that on day one, we're a big step closer to our goal of becoming The UK's most successful nations and regions producer. We're already number three here according to the latest indie survey published by Broadcast Magazine in March this year. And the Greenbird acquisition will see us leapfrog Cardiff based Bad Wolf Studios into a clear second place with only Hollyoaks producer Lime Pictures left to topple who are currently turning over nearly a £110,000,000. After that, we'll need to set ourselves another target, of course. And, of course, although turnover is a good measure of growth, we are crystal clear that success is also about returning series, about the long term health of your creative pipeline, and, of course, about profitability and cash generation.

14:10 That is one of the reasons we're so excited about Greenbird. To be honest, it is certainly better to be bigger in the TV production market because increased scale enables you to better withstand the inevitable ups and downs that come with winning and losing program commissions. But what the Greenbird acquisition also does for us is bring the sort of strategic benefits that will allow the combined group to compete much more effectively in the global content market. Firstly, we've talked a little about the creative benefits, a significantly strengthened creative pipeline across 24 different labels. What that means in practice is well over 50 respected creative leaders all pitching, selling, and delivering new shows, which will be a formidable operation.

14:57 As you'd expect, we've seen the Greenbird pipeline and the range of new series that have already been greenlit for 2024 and not announced yet, and we are very excited by it. Secondly, that increased scale also brings significant commercial benefits. We'll have an enlarged presence across The UK with expanded operations in both Glasgow and London as well as offices in Belfast, Cardiff, Manchester, and Brighton, allowing us to take full advantage of the ongoing shift to production in the nations and regions. It will also bring advantages in contractual negotiations with networks, in secondary sales, and in distribution. Greenbird and STV Studios currently work with many different distribution and co financing partners, but neither of us has the scale to engineer the best possible deals in the marketplace.

15:47 However, the enlarged group will be better placed to realize value from the five thousand plus hours of distribution, IP, and format rights we now hold. Thirdly, we have the opportunity to develop a compelling international growth strategy. Both Greenbird and STV Studios are making progress here with shows like Lego Masters and Bridge of Lies being remade for international markets. Together, the merged group will design an international strategy to generate maximum value from our shows outside The UK, including potentially having the ability to produce or coproduce shows in key territories like The US and Europe. And finally on this chart, this deal also significantly strengthens the senior management of STV Studios.

16:34 The Greenbird founders aren't just selling us their company. They're joining the STV Studios board in new important roles with a brief to drive the growth of the whole studios business in The UK and internationally. Stuart Mullen will become STV Studios finance director and bring huge experience from managing all corporate and finance matters at Greenbird, but also previously as FD of major production businesses Argonon and Wall to Wall. Jamie Monroe will become chief commercial officer at STV Studios. Jamie focuses in particular on I e IP exploitation, sales, and talent management, and has spent over twenty years in commercial roles in the TV production sector running Shine TV as commercial director at Tiger Aspect and with over a decade in a range of roles at the BBC's commercial arm, BBC Worldwide, now BBC Studios.

17:28 And Jamie and Stuart will work alongside Port Sheehan, STV Studios COO, and under the leadership of David Mortimer, our studio's MD, to create a formidable senior team focused squarely on growth. I'll now move us on to the financials of Greenbird and the impact we expect them to have on our group. But first, let me just give you a few pointers in relation to their historic results and accounting policies that will hopefully help when it comes to interpreting these slides and then updating your models for the enlarged STV group. The first thing to say is that Greenberg don't currently produce consolidated financial information. So all of the Greenberg group numbers that you see in these slides are on a pro form a basis.

18:14 They include 100 of the trading results of Greenberg and its majority on subsidiaries, and so reflect the Greenberg numbers that will be consolidated into the STV Group results going forward. However, as Greenbird subsidiaries aren't wholly owned, not all of the consolidated profits will be to the account of STV's shareholders. A pro a proportion will be attributable to the minority shareholders of these newly acquired businesses, And this will need to be reflected in your STV Group EPS forecasts going forward. The other point to highlight is that the production companies in the Greenberg Group recognize production revenue on a percentage of completion basis. The historic financials presented for Greenberg reflect therefore that basis of preparation.

19:02 However, STV adopts an episodic delivery revenue recognition policy in line with IFRS, And so the forecast financial information for Greenberg has been restated to align align to the STV approach. There are a series of footnotes on the next few slides, cover off some of those points, put some numbers to those, and we'll hopefully provide you with the points of detail that you'll need. So with all that said, let's move on to the key messages. In short, the Greenbird Group is profitable, it's cash gen, it's cash positive, and it's on its own good growth trajectory. Under Greenbird's existing revenue recognition policy, the business has consistently grown revenues, made an operating margin of 11% in each of the last two financial years, and is focused on growing all key metrics going forward.

19:52 The difference between Greenbird's results under its accounting policy compared to that of STV is relatively small at around £400,000 at the profit level in 2022. In terms of managing working capital, Greenberg is funded through a combination of existing cash balances and stage payments from commissioners, the latter being the main reason why working capital has been negative at the last two year ends.

20:20 We expect Greenberg to continue to fund its working capital needs in this way going forward, and therefore, the enlarged group will have sufficient facility headroom to manage any timing differences that arise. This slide presents estimated forecast financials for the Greenberg Group under STV's accounting policies for the second half and full year 2023, with a view to highlighting the seasonality of the business and the estimated post completion results that we'll be consolidating into the STV Group numbers this year. As these numbers show, there is a similar second half weighting to the results of Greenbird as there is with our existing studios business. With the strong pipeline of delivery set for the second half of the year, Greenbird expects to generate revenue of GBP 20,000,000 to GBP 25,000,000 and profit of GBP 3,000,000 to GBP 3,500,000 in the six months, which will be consolidated into our 2023 financial results.

21:19 Combining that with guidance for STV Studios shared previously, our revised outlook for the enlarged division for the full year is revenue of GBP 70,000,000 to GBP75 million and adjusted operating profit of GBP6 million to GBP6.5 million, implying an operating margin of around 8% or so compared to just under 6% reported in 2022 and taking us a significant step closer to our target margin for the division of 10% by 2025.

21:50 These pie charts help to put the transformation and diversification of STV over the last five years into some context. The charts show the proportion of group revenue generated by each of STV's divisions in 2018 and 2023, during which period the group's overall revenues have grown by some 50%. The inclusion of Greenbird in 2023 drives STV Studios revenue to just over 40% of the total from only 14% in 2018 and is similar in scale now to STV's broadcast business. We set ourselves an earnings diversification target to generate at least 50% of the group's operating profit from outside traditional linear broadcasting by the end of this year.

22:37 We'd been on track to hit this target after successive years of digital

22:41 production growth and the acquisition of Greenbald will now see us comfortably exceed it with our current expectation that we will hit at least 60% this year, giving us a far more balanced earnings base for the future. In March, we flagged that the group's results in 2023 would be more weighted towards the second half than previously due to a combination of factors. Firstly, the traditional second half delivery schedule of programs for commissioners. Secondly, the weak advertising market in Q1, which has continued into Q2 and lastly, the impact of cost pressures that STV is facing like all other businesses at the minute. The timing of our acquisition of Greenbird broadly at the halfway point in the year will further accentuate the second half weighting of the group's results this year.

23:31 The net debt of the enlarged group was around GBP 32,000,000 on day one, being the combination of net debt in the existing STV GROUP of around GBP 38,000,000 and cash balances in the Greenberg Group of around GBP 6,000,000. And we expect this net debt position to reduce towards the year end. As mentioned already, we funded the acquisition through our existing revolving credit facility and we've taken the opportunity to access GBP 10,000,000 of our GBP 20,000,000 accordion to ensure we continue to have sufficient headroom whilst operating in a well documented broader macro environment that remains challenging. This gives us total facilities of 70,000,000 to March 2026. However, it's worth noting that at this point, we don't anticipate using this incremental funding capacity.

24:23 Our key financial covenant is the ratio of net debt to EBITDA, which we expect to remain within our target range of one to one and a half times from completion and finish the year at around one times. I've already touched on working capital, but just to reiterate that we expect to continue to manage working capital within our cash and facility headroom across the enlarged business. Moving on to integration, and we're putting a comprehensive plan in place across a number of work streams focused on growth, integration, and synergies. As a priority, we're looking at our joint distribution strategy and international growth plans. There are potential synergies across property, systems, and infrastructure, and we need to roll out key STVGROUP policies to the enlarged business as well as align accounting policies and controls.

25:16 We will focus on all these things over the coming weeks, and we expect overall to realize at least £750,000 per annum of combined revenue and cost synergies across STV Studios from 2024. But this integration exercise isn't just about costs and processes is or processes even. More than anything, it's about building the right culture across the whole of STV Studios to give the newly enlarged business the best possible chance of success. And that started already a week ago with a communications exercise that covered not just external stakeholders like many of you, but, crucially also our internal teams across STV and Greenbird who will be leading the charge for growth over the next few years.

26:09 The integration plan, governance, and overall strategy for growing the enlarged studios business will be overseen by a clear management structure at STV as set out on this chart. An integration committee has been formed chaired by STV Studios' new FD and Greenbird founder, Stuart Mullen, with representatives from across STV and Greenbird, and progress will be overseen by the newly strengthened STV Studios board, which meets monthly and which Lindsay and I both sit on. Both structures are then ultimately accountable to the STV Group PLC board as you would expect. Looking at the production landscape overall, we do think that as a result of this transaction, we're even better placed to take advantage of the opportunities The UK and global content market has to offer.

26:59 Global content spend is forecast to continue to grow in 2023, albeit at a slower rate than in previous years due to the economic slowdown, and it's a similar picture in The UK. Meanwhile, production spend in The UK's nations continues to rise with Scotland's share of ex London production revenue growing from 13% to 21% over the last four years as the positive effects of leveling up in the TV sector start to come through. Our job at STV Studios is to make the very best of these market tailwinds by continuing to win market share as we've been doing consistently over the last four years.

27:42 So that concludes the presentation. In summary, these are the key messages on screen that I'll leave you with, and we should now open up for any questions. Simon, Lindsay, thank you very much indeed for your presentation this afternoon. Ladies and gentlemen, please do continue to submit your questions using the q and a tab situated on the top right corner of your screen. While the company take a few moments to review those questions submitted today, I would like to remind you that a recording of this presentation along with a copy of the slides and the published Q and A can be accessed via our investor dashboard. Simon, Lindsay, as you can see, we have received several questions throughout today's presentation. And if I may now hand back to you and kindly ask you to read out the questions and give responses where appropriate to do so, and I'll pick up from you both at the end. Thank you.

28:30 Thank you very much. So our first question, and thank you very much for the questions already submitted. Do you have plans to buy out the minority holdings of Cracket and Tuesday's Child? Yes. We do is the answer to that. And indeed, there are put and call options and indeed some obligations in relation to the remaining minority holdings for Cracket and Tuesday's Child, which we are comfortable with and which we've factored into our overall valuation of the business. That is a separate thing to the founders of those businesses still being incentivized to remain with their businesses and to continue to grow them brilliantly as they've done over the last decade or more. That is the case for both of those founders.

29:20 Lindsay, anything to add to that that I haven't covered? Nope. I think that was lovely. That's the first time Lindsay's ever said that to me, by the way, just to share. Next question. Can you expand on the bespoke back office solution and what opportunities this offers? Lindsay? Yeah. So on this one, essentially, what Greenberg does is it offers a full service solution. So it offers a production accounting, broader finance around management accounting, statutory reporting, business affairs, contracting, payroll, facilities, security, IT, etcetera. And it offers all of those services to each of the labels that it has an equity stake in.

30:05 And as as part of that, well, the main reason for that whole that whole setup, if you like, is to take away those I mean, I work in finance, I shouldn't say mundane, but perhaps less creative elements of running a business from the founders of those labels who are really focused and really want to be focused on their development slates, meeting commissioners, building relationships, etcetera. So it is and it covers that whole suite and and really does leave those founders free to go and really drive their their slates, their commissions, etcetera. I guess in terms of opportunities for the combined group, we have an opportunity to learn from one another in in the provision of those back office facilities, both STV Studios and Greenbird.

30:55 And we will obviously be looking at the overall offering and seeing where there is overlap and where there might be opportunity to to make efficiencies as well. That isn't the driving force of the of the integration plan. That's, as I say, to create a a single culture that will benefit the whole business, but there are opportunities there for for synergies both on the cost and revenue side. The next question is what steps we've taken to retain key staff and how they are to be incentivized. And I guess one way of answering this is to talk about, first of all, the founders of Greenberg and then the creative leaders among the production companies that we are now working with.

31:41 And as you'd have heard from the presentation, the founders of Greenberg, Stuart Mullen and Jamie Monroe, will thankfully not just remain with their business, but join ours, and join ours in expanded roles. So Stuart will become, finance and integration director for the the the larger studios group, brings huge experience on the production side, managing corporate and finance matters at Greenbird, previous track record as FD of of large production businesses. Jamie becomes chief commercial officer, as I say, focusing on a range of commercial matters around the exploitation of IP and talent management and has has had very senior roles, commercial roles.

32:29 They will be obviously incentivized by the earnouts that we have put in place across the business as part of this acquisition. But also in joining studios in broader roles, we'll have a set of STV Studios focused objectives and an incentive plan against those as well. So, hopefully, we've covered all bases there on on the founders. And with the creative leaders, particularly from the majority owned businesses, there are already, as I said, in answer to a previous question, incentives in place, whether they are associated with earnouts or put and call options, or longer term arrangements and incentive arrangements, to ensure that the founders stay with their businesses. Although, truth be told, these are their businesses. They've been running them brilliantly for a decade.

33:21 So they don't necessarily need to be incentivized to stay in businesses that they have created and are very excited about taking to the next stage. I should probably elaborate that with the the the minority labels, we don't have specific specific clauses in place to to retain the the the the creative leaders, but they are all founders of their businesses. Again, they are working very closely with the Green Bird and now this STV Studios group, often colocated. We have board seats on those production companies.

34:06 There are service agreements and advisory arrangements in place. It really is a very tight working relationship. The the the principles will remain in place, Stuart and Jamie, strengthened by the studios STV Studios team, and we envisage those relationships getting closer and closer between us and the minority businesses as well. Next question is around well, the ink is is is hardly dry on this acquisition, but what are our thoughts on further m and a moving forward? Well, good question, and we are always wanting to work with the best. This is a business that is about ideas and people and relationships and placing bets on organizations and individuals and IP that you're excited about in the future. So we are very welcome and open to continuing to attract the best talent and to work with the best talent.

35:13 Needless to say, we're not just moving on to the next thing. This has been a important acquisition for us financially and commercially. And one of the attractive things about it is that we're not just consolidating successful established profitable businesses on day one, which is what we're doing with Crack It and Tuesday's Child. We're also acquiring stakes in exciting businesses that are a different stage in their development. Some many already have exciting slates and, returning series. Others are at an earlier stage, and that gives us optionality to consolidate and take larger stakes in those businesses over time. As I say, no obligation to do so on either side of the table, but an opportunity to do so. And in many ways, that has been, you know, one of the top three things that has attracted us to this group.

36:15 The ability to work closely with a whole range of independent producers whom we already have an equity involvement in and may be able to consolidate later down the track if it works for both us and them. So that is further m and a, definitely, but it's a different kind of m and a because it's consolidating positions you already have, and that can be exciting and growth driving, we think, for us in the in the future years. Of course, we'll continue to think about other opportunities, but there are many opportunities within the existing STVGOs group as well. And then a further question, on the terms of the 60,000,000, credit facility that we have. Lindsay?

37:07 Yeah. So this is a fairly fairly standard, revolving credit facility, 60,000,000 core facility with a 20,000,000 accordion that's been in place since q one twenty twenty one. It was a three year facility with two plus one extensions, both of which have been exercised with no change to the margin ratchets that are payable under the facility. And as I said during the presentation, part of this process, we have accessed CHF 10,000,000 of that CHF 20,000,000 accordion just to give us that additional buffer as we go through currently challenging macroeconomic backdrop, if you like. The the the key financial covenants, are the two normal ones that you would expect to see on an RCF. So they are leveraged net debt to EBITDA, which has to be below three times, and interest cover, which cannot fall below four times.

38:06 The the banks themselves, our relationship banks, are Santander and Bank of Ireland. Santander are the lead bank, so they have two thirds of the facility with Bank of Ireland taking the remaining third. But they have been with us in Santander for a good number of years now, and Bank of Ireland joined back in 2021. Very supportive. And, yeah, that's a that's an overview. That's great, Simon. Lindsay, thank you for being so generous with your time. And I believe you have addressed all the questions that came from investors today. And of course, the company will review all questions submitted today, and we'll publish those responses on the Investor Me company platform. But before we directing investors to provide you with their feedback, which I know is particularly important to the company, Simon, could I please ask you for a few closing comments?

38:53 Sure. Well, look, thanks again for your time today. I hope you got a sense of this acquisition and our excitement about it. This is a transformative deal for STV. It accelerates the group's diversification and turns STV Studios into one of The UK's leading production groups. It significantly boosts our production scale and our creative firepower by integrating some brilliant companies and creative leaders into the wider STV business. The transaction, as you've as you've heard us explain, is materially earnings enhancing from day one as well as margin accretive for STV Studios and EPS enhancing for the wider group and the future growth potential of the combined group in The UK and internationally, we think, is very compelling.

39:40 The deal, as Lindsay has said, has been funded from within STV's existing facilities and will keep us well within our financial covenants and self imposed target ranges for key covenants. Our existing progressive dividend strategy will remain unchanged. And in terms of immediate strategic impact, we're now guiding that STV will comfortably exceed its core diversification target of 50% of earnings to come from outside traditional broadcasting by the end of this year, hitting at least 60%, we think, and in so doing, become a more balanced, a more resilient media business focused on the future and focused on growth. So thank you very much for listening, and enjoy the rest of your day. Simon, Lindsay, thank you once again for updating investors today. Could I please ask investors not to close this session as you will now be automatically redirected to provide your feedback in order that the Board can better understand your views and expectations.

40:37 This will only take a few moments to complete, and I'm sure will be greatly valued by the company. On behalf of the management team of STV Group PLC, we would like to thank you for attending today's presentation, and good afternoon to you all.