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Final Results

13th Nov 2008 07:00

RNS Number : 0620I
Euromoney Institutional InvestorPLC
13 November 2008
 



November 13, 2008 (embargoed for release until 7am 13/11/2008)

EUROMONEY INSTITUTIONAL INVESTOR PLC

PRELIMINARY ANNOUNCEMENT

RESULTS FOR YEAR TO SEPTEMBER 30 2008

Record 2008 Results

Highlights

2008

2007

change

Revenue

£332.1

m

£305.2

m

+9%

Underlying results*

• Adjusted operating profit

• Adjusted profit before tax

• Adjusted diluted earnings a share

£81.3

m

£78.6

m

+3%

£67.3

m

£55.5

m

+21%

44.4

p

35.0

p

+27%

Statutory results

• Operating profit

• Profit before tax^

• Diluted earnings a share

£61.0

m

£54.1

m

+13%

£37.4

m

£41.1

m

-9%

40.4

p

29.9

p

+35%

Dividend

19.25

p

19.00

p

+1%

* A detailed reconciliation of the group's underlying results is set out in the appendix to this statement.

^ Statutory profit before tax includes a foreign exchange loss on tax equalisation contracts of £12.0 million (2007: £1.8 million). This is matched by an equal and opposite tax credit and therefore has no effect on earnings a share. The foreign exchange losses and the tax credit are excluded from underlying profit and the underlying tax expense (appendix and notes 4 and 5).

Results reflect the resilience and diversity of the group's activities:

Revenues up 9% to £332.1 million

Adjusted profit before tax up 21% to £67.3 million, ahead of previous guidance

Subscription revenues up 18% to £123.1 million, now 37% of group revenues (2007: 34%) 

Strong performance from emerging markets and non-financial activities

Adjusted operating margin 25%

Cash generated from operations up 11% to £99.8 million

Adjusted operating cash conversion 123%

Net debt reduced to £172.0 million (March 31: £201.8 million) driven by strong cash generation

Debt facility renewed to December 2013

Final dividend unchanged at 13p, with scrip alternative

Commenting on the results, chairman Padraic Fallon, said:

"It was a year of achievement in worsening markets, when we broke all previous records. We kept a tight grip on costs throughout, convinced that the troubles in the western banking systems would hit us before long. Some revenue streams, particularly advertising and sponsorship from the money centre institutions, have begun to turn down as we anticipated, but the robust nature of our subscription revenues, the geographical spread of the company and the continued growth of Metal Bulletin and our legal and telecoms activities are very encouraging. Cash flows run at record levels. The proposed final dividend is the same, with a share alternative. New debt facilities are in place for the next five years. Costs are under continual review. We don't expect to be active in the acquisition market in the short term, but investment in new products continues as before. We're as ready for a tough period as we can be." 

Highlights

Euromoney Institutional Investor PLC, the international publishing, events and electronic information group, increased adjusted profit before tax by 21% to £67.3 million in the year to September 30, 2008. Adjusted diluted earnings a share increased by 27% to 44.4p. The directors recommend an unchanged final dividend of 13p a share to be paid to shareholders on February 4, 2009. 

These results demonstrate the success of the group's strategy to build a high quality, more robust subscription-driven information business. Revenues and profits both reached record levels. Throughout 2008 the business has demonstrated its resilience in the face of problems in global credit markets, a gloomier economic outlook, and more recently the major impact of the credit crisis on the world's leading financial institutions.

The diversity of the group's revenues streams, geographic markets, product offerings and customers has helped sustain the group's trading through this difficult period. Total revenue increased by 9% to £332.1 million. Subscription revenues increased by 18% to £123.1 million and the proportion of group revenues derived from subscription products increased from 34% to 37%. Growth from emerging markets continued to compensate for weakness in the developed financial markets, and emerging markets now account for nearly 50% of the group's revenuesThe group's strengths in sectors outside finance, particularly metals, commodities and energy, is demonstrated by the 16% increase in revenues from business publishing activities, which helped offset the weakness in some financial sectors, particularly structured finance and hedge funds.

The increase in adjusted profit before tax was helped by a £4.5 million reduction in underlying net finance costs, reflecting the strong operating cash flows of the group, which increased by 11% to £99.8 million. Net debt fell to £172.0 million compared with £201.8 million at March 31 and new five-year debt facilities have been agreed. 

Strategy

The company's strategy over the past five years has been to build a more resilient and better focused business. This strategy has been executed through increasing the proportion of revenues derived from subscription products; investing in products of the highest quality that customers will value in tough times as well as good; eliminating products with a low margin or too high a dependence on advertising; maintaining tight cost control at all times; retaining and fostering an entrepreneurial culture; and making selective acquisitions to accelerate that strategy. 

The success of this strategy is highlighted by the 2008 results. Since 2003, revenues have more than doubled. In the same period, subscription revenues have increased threefold and are now nearly double the level of advertising revenues. The group has also made a successful transition from a predominantly publishing-driven business to one with significant activities in events and training, and more recently in the provision of electronic information and database services, which in 2008 accounted for adjusted operating profits of £21.1 million compared to just £2.7 million in 2003.

The company's strategy is equally applicable to tough trading conditions and will continue to drive the group's activities in 2009. Our strong cash generation means we can sustain our investment in high quality subscription products, new events and the quality of editorial. We will continue with this strategy, even if revenues come under pressure in the short-term as customers react to pressure on their own earnings, because we believe it will deliver excellent growth in the medium and longer-term. The focus on costs and maintaining margins will increase and while we are comfortable with our level of debt and associated covenants, we are unlikely to make any significant acquisitions over the coming 12 months. 

Trading Background

The impact of the global credit crisis on the group's results was less severe than expected when problems first surfaced in 2007. Growth in advertising and sponsorship revenues slowed but delegate revenues for conferences and training courses remained strong and demand for subscription products, particularly databases and electronic information services, such as BCA's economic research and ISI's emerging market information, proved resilient.

The group's investment in new products has been targeted at the electronic delivery of niche financial information services with real-time news, unique data and sophisticated search engine technology. More than £2.4 million was invested in these new products in the year with a view to driving future revenue growth. In addition, the continued investment in subscription marketing, new events and editorial was a key factor in the growth in subscription and delegate revenues.

The more recent extreme events experienced by financial markets, and in particular the demise of so many leading financial institutions, had no significant effect on the results for the final quarter of 2008, but will obviously have a negative impact on financial activity in 2009. The priorities of many of the leading global financial institutions remain the raising of finance to secure their future and determining their strategies for growth once markets improve. In the short-term, this is likely to lead to further cuts in headcount and marketing spend, particularly once institutions start to focus on their budgets for 2009. However, the group's dependence on global financial institutions, particularly for advertising revenues, is less than it was and no customer accounts for more than 1% of group revenues.

Although the group is exposed to the uncertainty of the economic outlook in general, and to the problems in financial markets in particular, the increasing diversity of its revenue streams, product offerings and geographic markets provide better protection against market trends. The demand for quality, hard-to-get information products, particularly those delivered electronically, should remain robust during difficult times. And while all revenue streams are subject to the impact of volatility in financial markets, the increased proportion of revenues now derived from high margin subscription products and the reduced exposure to traditionally more volatile advertising revenues should provide some protection against the widely expected economic downturn in 2009. 

Business Review

Financial PublishingRevenues, which comprise a mix of advertising and subscriptions, were unchanged at £84 million while the adjusted operating margin improved slightly to give adjusted operating profits of £24.5 million. The performance of the second half mirrored that of the first. Revenues fell for those titles more reliant on revenues from global financial institutions, or on sectors particularly exposed to the credit crisis such as structured finance and hedge funds. In contrast, those titles with a strong emerging markets exposure held up well: Euromoney, for example, had its best September issue ever and increased its advertising revenues for the year by 7%.

Meanwhile, investment in new electronic products targeted at niche financial sectors continued, and many of the group's financial titles have now moved successfully from a print-first to a web-first publishing model.

Business PublishingThe sectors covered by this division - metals and commodities, energy, legal and telecoms - all continued to perform well, helped by strong commodity markets and high levels of investment in infrastructure, particularly in emerging markets. Revenues increased by 16% to £53.1 million with growth from both advertising and subscription products, and adjusted operating profits improved by 29% to £19.4 million. Metal Bulletin's revenues continued to benefit from the increased investment in marketing and technology since its acquisition, while TelCap, which publishes Capacity magazine for the wholesale telecoms market, achieved strong growth through the launch of new products.

Conferences and SeminarsRevenues, which are generated from a mix of sponsored and paid delegate events, continued to hold up well in the second half. Total revenues increased by 8% to £87.9 million while adjusted operating profits for the year were unchanged at £23.1 million. The decline in margin largely reflects the impact of the credit crisis on events in the structured finance sector, particularly securitisation, and cuts by global financial institutions in their spend on capital markets conferences. In contrast, events in areas outside finance performed well, particularly those covering the coal and alternative energy markets under the Coaltrans brand, and the metals and commodities markets under Metal Bulletin.

TrainingThe revenue growth of the first half continued, while the steps taken earlier in the year to improve the margin were successful. As a result, total training revenues increased by 10% to £40.8 million and adjusted operating profits by 2% to £10.4 millionTraining revenues are heavily dependent on the headcount and training and travel budgets of financial institutions, and to date have held up well despite the cost pressures triggered by the problems in the credit markets. This has been achieved through a mix of investment in new course content, effective marketing and an ability to roll out successful courses quickly to emerging markets.

Databases and Information Services: This division largely comprises businesses which deliver high quality data and information services in electronic-only format, and available on a subscription-only basis. Revenues increased by 28% to £66.1 million and adjusted operating profits from £18.7 million to £21.1 million. BCA, the independent research business acquired as part of Metal Bulletin, continued to achieve strong revenue growth on the back of its expansion into new geographic markets and increases in sales resource. ISI, the emerging markets information business, maintained its strong sales performance of the first half and its local currency subscription revenues increased by 21%. The decline in adjusted operating margin was the result of ISI's continued investment in new products, most notably the expansion of the CEIC emerging market economic data business into new regions. 

Financial Review 

Cash generated from operations increased by 11% to £99.8 million, and the strong growth in subscription revenues helped generate an adjusted operating profit to cash conversion rate of 123% (2007: 115%). These strong cash flows helped reduce year end net debt to £172.0 million, compared to £201.8 million at the half year and £204.6 million a year ago. Net debt to EBITDA at September 30 was a comfortable 2.2 times against 2.8 times at March 31.

In May the group spent £0.6 million on the acquisition of a 51% interest in the assets of Benchmark Financials Limited, one of the leading providers of company financial data and analysis for Colombian companies, which is being integrated with ISI's Emerging Markets Information ServiceFurther investments totalling £6.0 million were made in a number of the group's subsidiaries, all in the first half, while in the second half disposals of investments and property assets acquired as part of the Metal Bulletin acquisition generated proceeds of £4.7 million.

The group generates more than 60% of its revenues in US dollars. The average US dollar exchange rate for the year was 1.97 against 1.96 in 2007. The group uses forward exchange contracts to hedge its US dollar exposures. As a result, the profit benefit from the recent strengthening of the US dollar against sterling will largely be delayed until 2010 and beyond. In contrast, year end net debt was calculated at a US dollar rate of 1.78, and the recent strengthening of the US dollar to rates below 1.60 will have increased the level of net debt by approximately £15 million. 

 

Net finance costs of £23.6 million shown in the statutory results include a charge of £8.6 million (2007: £0.2 million) relating to tax equalisation contracts under a foreign currency financing derivative. This charge is made up of gains on tax equalisation contracts of £3.4 million (2007: £1.6 million) and a foreign exchange loss of £12.0 million (2007: £1.8 million) which is offset by a matching tax credit. Underlying net finance costs were £8.9 million compared to £13.4 million in 2007, and the average cost of funding the group's net debt was 5.9% compared to 6.1% for 2007. 

Statutory profit before tax fell by 9% to £37.4 million as a result of the inclusion of the £12.0 million foreign exchange loss on tax equalisation contracts in net finance costs. This foreign exchange loss is matched with a corresponding tax credit so that there is no financial impact on earnings a share.

The tax credit of £7.3 million shown in the statutory results is stated after recognising the credit of £12.0 million relating to tax on foreign exchange losses hedged by the tax equalisation contracts referred to above. At the half year, the group changed its presentation of the underlying tax rate by removing all deferred tax effects of goodwill and intangibles. This, combined with a reduction in tax rates in the UK and Canada, and a change in the profit mix, means that the underlying rate of tax rate for 2008 has fallen from 31% to 27%.

A detailed reconciliation of the group's underlying and statutory results is set out in the appendix to this statement.

Debt Facilities

The group's debt is provided through a dedicated £300 million three-year multi-currency facility with a subsidiary of its majority shareholder, Daily Mail and General Trust plc (DMGT). This facility is due to expire in August 2009. DMGT refinanced its bank facilities, of which the Euromoney dedicated facility was part, in August 2008.

The board is pleased to announce it has approved a renewal of its facility with DMGT, which is expected to be signed shortly, securing the group's funding until December 2013. The terms of the new facility are broadly similar to those of the existing facility, except that the margin over LIBOR is expected to increase by approximately 120 basis points, reflecting the increased cost of credit in these difficult markets. This will increase the group's net finance costs for 2009 by approximately £2 million. The size of the facility has been reduced to £250 million to reflect the strong cash flows and reduced funding requirements of the group. 

Dividend

The board has recommended an unchanged final dividend of 13p, making a total for the year of 19.25p (2007: 19p). The board has also recommended the introduction of a scrip dividend alternative for shareholders. The payment of a scrip dividend will be subject to shareholder approval at the Annual General Meeting on January 28, 2009, and the detailed terms of the scrip dividend will be set out in a circular to shareholders to be sent out in December 2008. The group's majority shareholder, Daily Mail and General Trust plc, has indicated its intention to accept the scrip dividend alternative when the final dividend is paid in February 2009. This will help DMGT to maintain its equity interest in Euromoney in the face of a further dilution to come from the issue of new shares under the company's Capital Appreciation Plans.

Capital Appreciation Plan

Following the achievement in 2007 of the profit target under the group's Capital Appreciation Plan (CAP), the first tranche of 2.5 million CAP options vested in February 2008, representing 2.4% of the company's share capital. The 2008 CAP profit target was also achieved, and will give rise to the vesting of up to 2.5 million CAP options in February 2009. The third and final tranche of up to 2.5 million CAP options will vest in February 2010 subject to further performance tests, the most important of which requires the group's adjusted profit before tax before CAP option expense to exceed £57 million in 2009. The share option expense was £5.4 million (2007: £10.2 million), the reduction in expense reflecting the accelerated CAP charge incurred in 2007 as a result of the CAP profit target being achieved a year earlier than expected. 

The board, with the support of the Remuneration Committee, has approved the introduction of a second Capital Appreciation Plan (CAP 2). The structure, terms and cost of CAP 2 will be broadly similar to those of the first CAP, except that CAP 2 will comprise an equal mix of cash and new equity, thereby reducing the dilution effect for existing shareholders compared to the first CAP which was funded entirely by new equity. CAP 2 will commence in the year following the satisfaction of the performance tests for the final tranche of the first CAP. The performance tests for CAP 2 will be set once the profits for the final year of the first CAP are known, and will require above average profit growth over the CAP 2 vesting period.

The introduction of CAP 2 will be subject to shareholder approval at the Annual General Meeting on January 28, 2009, and the detailed terms and conditions of CAP 2 will be set out in a circular to shareholders to be sent out in December 2008.

Management

Two of the company's non-executive directors, Charles Sinclair and Peter Williams of DMGT, stood down from their roles with effect from September 30, 2008. Both have played a considerable part in the growth of the company over the past 20 years. Martin Morgan, who replaced Charles Sinclair as chief executive of DMGT, joined the board with effect from October 1. In future, Peter Williams will serve as an alternate non-executive director to The Viscount Rothermere. This reduces the number of DMGT representatives on the Euromoney board from three to two and it is the company's intention to appoint a new independent non-executive director at the Annual General Meeting.

After nine years of valuable service as an executive director, Tom Lamont, editor of Institutional Investor's newsletter division, will step down from the board in January 2009, on reaching the normal retirement age for an executive director. He will continue to serve as a member of the company's Executive Committee.

Outlook

The record results for 2008 highlight the success of the group's strategy for building a high quality portfolio of leading information brands across a broad, global customer base.

The current levels of uncertainty and volatility in global financial markets, and the negative economic outlook, will present greater challenges to this strategy in 2009. However, the strategy is robust and will not change. Our strong cash flows will allow us to continue to invest in new subscription-based information products, in specialist events, and in marketing and editorial. We will place even more emphasis on managing costs tightly and maintaining our margins. We are unlikely to make any significant acquisitions in the next 12 months and our excess cash flows will be applied to reducing debt levels and maximising returns for shareholders.

 

The trading performance in the second half was similar to that of the first but, unsurprisingly, the outlook is more uncertain than six months ago. Current trading is in line with the board's expectations, but in such volatile markets it is difficult to predict how well sales will hold up beyond the first quarter. Deferred revenues at September 30 were £89.5 million, an increase of 22% since a year ago. October's revenues were ahead of last year and forward revenues for the first quarter are ahead of the same time last year. However, sales for the past six weeks have shown some signs of weakening in the face of the extreme credit market conditions and continued uncertainty over the economic outlook. Visibility beyond the first quarter is very limited, as usual at this time of year, and the recent sales weakness means revenues will come under increasing pressure from the second quarter. 

The board of Euromoney remains committed to its strategy of investing to deliver long-term revenue growth from high quality products and high margin revenue streams, while using its strong cash flows to further reduce its debt levels. The outlook for trading is inevitably uncertain in these markets, but the group is better positioned than ever to meet the challenges of this difficult environment. 

Padraic Fallon

Chairman

November 12, 2008

END

 

For further information, please contact:

Euromoney Institutional Investor PLC

Padraic Fallon, Chairman: +44 20 7779 8556; [email protected]

Colin Jones, Finance Director: +44 20 7779 8845; [email protected]

Richard Ensor, Managing Director: + 44 20 7779 8845; [email protected]

Financial Dynamics

Charles Palmer: +44 20 7269 7180; [email protected]

NOTE TO EDITORS

About Euromoney Institutional Investor PLC (www.euromoneyplc.com)

Euromoney Institutional Investor PLC is listed on the London Stock Exchange and a member of the FTSE-250 share index. It is a leading international business-to-business media group focused primarily on the international finance, metals and commodities sectors. It publishes more than 70 magazines, newsletters and journals, including Euromoney, Institutional Investor, and Metal Bulletin. It also runs an extensive portfolio of conferences, seminars and training courses and is a leading provider of electronic information and data covering international finance, metals and emerging markets. Its main offices are in LondonNew YorkMontreal and Hong Kong and nearly half its revenues are derived from emerging markets.

Appendix to Preliminary announcement

Reconciliation of Group Income Statement to underlying results for the year ended September 30 2008

The reconciliation below sets out the underlying results of the group and the related adjustments to the statutory income statement that the directors consider necessary in order to provide a more meaningful indication of the underlying trading performance.

2008

2007

Underlying

Adjustments

Total

Underlying

Adjustments

Total

Note

£000's

£000's

£000's

£000's

£000's

£000's

Continuing operations

2

332,064 

332,064 

305,594 

305,594 

 

Less: share of revenue of joint ventures

 

(441)

(441)

Total revenue

332,064 

332,064 

305,153 

305,153 

Operating profit before acquired intangible amortisation, share option expense and exceptional items

2

81,308 

81,308 

78,606 

78,606 

 

Acquired intangible amortisation

(12,749)

(12,749)

(15,716)

(15,716)

 

Share option expense

(5,361)

(5,361)

(6,993)

(6,993)

Accelerated share option expense

(3,183)

(3,183)

 

Exceptional items

3

(2,477)

(2,477)

855 

855 

Operating profit before associates and joint ventures

75,947 

(15,226)

60,721 

68,430 

(14,861)

53,569 

Share of results in associates and joint ventures

308 

308 

490 

490

 

Operating profit

76,255 

(15,226)

61,029 

68,920 

(14,861)

54,059 

 

Finance income

4,a

5,594 

5,594 

1,611 

3,885

5,496

Finance expense

4,b

(14,506)

(14,691)

(29,197)

(14,998)

 (3,429)

(18,427)

 

Net finance costs

(8,912)

(14,691)

(23,603)

(13,387)

456 

(12,931)

 

 

 

 

 

 

 

Profit before tax

67,343 

(29,917)

37,426 

55,533 

(14,405)

41,128 

Tax credit/(expense) on profit on ordinary activities

5

(18,346)

25,625 

7,279 

(17,190)

8,967

(8,223)

Profit after tax from continuing operations

48,997 

(4,292)

44,705 

38,343 

(5,438)

32,905 

 

Discontinued operations

Profit for the year from discontinued operations

c

245 

245 

500 

500 

 

Profit for the year

48,997 

(4,047)

44,950 

38,343 

(4,938)

33,405 

 

Attributable to:

 

Equity holders of the parent

47,766 

(4,047)

43,719 

36,760 

(4,938)

31,822 

 

Equity minority interests

1,231 

1,231 

1,583 

1,583 

48,997 

(4,047)

44,950 

38,343 

(4,938)

33,405 

Diluted earnings per share - continuing operations

7

44.36p

(3.99p)

40.37p

35.04p

(5.18p)

29.86p

a) Finance income

The adjustment of £nil (2007: £3,885,000) relates to the non-cash net movements in acquisition option commitment values as set out in note 4.

b) Finance expense

The adjustment of £14,691,000 (2007: £3,429,000) relates to the non-cash net movements in acquisition option commitment values of £1,730,000 (2007: £nil), imputed interest charge on acquisition option commitment values of £995,000 (2007: £1,603,000) and tax equalisation swap expense of £11,966,000 (2007: £1,826,000) as set out in note 4. The tax equalisation swap expense relates to foreign exchange losses on hedges on intra-group financing. These foreign exchange losses are matched by an equal and opposite tax credit.

c) Profit from discontinued operations

In December 2007 following agreement of the Energy Information Centre Limited completion accounts, the group received a final payment of £220,000 from the purchasers. Energy Information Centre Limited was sold in April 2007 and was treated as a discontinued operation up to that date. This results in a tax charge of £nil.

In May 2008 following agreement of the Systematics International Limited completion accounts, the group received a final payment of £25,000 from the purchasers. Systematics International Limited was sold in May 2007 and was treated as a discontinued operation up to that date. This results in a tax charge of £nil.

Group Income Statement for the year ended September 30 2008

2008

2007

Notes

£000's

£000's

Revenue

Continuing operations

2

332,064 

305,594 

Less: share of revenue of joint ventures

 

(441) 

Total revenue

2

332,064 

305,153 

Operating profit before acquired intangible amortisation, share option expense and exceptional items

2

81,308 

78,606 

Acquired intangible amortisation

(12,749) 

(15,716) 

Share option expense

(5,361) 

(6,993) 

Accelerated share option expense

(3,183) 

Exceptional items

3

(2,477) 

855 

Operating profit before associates and joint ventures

2

60,721 

53,569 

Share of results in associates and joint ventures

308 

490 

Operating profit

61,029 

54,059 

Finance income

4

5,594 

5,496 

Finance expense

4

(29,197) 

(18,427) 

Net finance costs

4

(23,603) 

(12,931) 

Profit before tax

2

37,426 

41,128 

Tax credit/(expense) on profit

1,921 

(11,401) 

Deferred tax asset recognition

 

5,358 

3,178 

Tax credit/(expense) on profit on ordinary activities

5

7,279 

(8,223) 

 

 

Profit after tax from continuing operations

2

44,705 

32,905 

Profit for the year from discontinued operations

245 

500 

Profit for the year

44,950 

33,405 

Attributable to:

Equity holders of the parent

43,719 

31,822 

Equity minority interests

1,231 

1,583 

44,950 

33,405 

Basic earnings per share - continuing operations

7

41.69p

30.66p

Basic earnings per share - continuing and discontinued operations

7

41.92p

31.16p

Diluted earnings per share - continuing operations

7

40.37p

29.86p

Diluted earnings per share - continuing and discontinued operations

7

40.60p

30.34p

Adjusted diluted earnings per share

7

44.36p

35.04p

Dividend per share (including proposed dividends)

6

19.25p

19.00p

A detailed reconciliation of the group's underlying results is set out on page 7.

Group Balance Sheet as at September 30 2008

2008

2007

Notes

£000's

£000's

Non-current assets

Intangible assets

Goodwill

272,096 

248,137 

Other intangible assets

135,482 

131,885 

Property, plant and equipment

21,661 

20,917 

Investments

303 

252 

Deferred tax assets

16,459 

11,508 

Net pension surplus

2,527 

364 

Derivative financial instruments

368 

5,088 

448,896 

418,151 

Current assets

Trade and other receivables

69,141 

67,458 

Amounts on loans owed by DMGT group undertakings

155,772 

-

Current income tax assets

1,928 

Cash and cash equivalents

21,211 

26,711 

Derivative financial instruments

1,451 

4,387 

249,503 

98,556 

Current liabilities

Acquisition option commitments

(22,276) 

(14,899) 

Trade and other payables

(30,619) 

(28,991) 

Amounts on loans owed to DMGT group undertakings

(155,772)

Current income tax liabilities

(2,558) 

(9,681) 

Accruals

(50,016) 

(43,424) 

Deferred income

(89,488) 

(73,382) 

Derivative financial instruments

(15,165) 

(605) 

Provisions

(1,198) 

(2,684) 

Committed loan facility

(184,594) 

Loan notes

(7,579) 

(11,796) 

Bank overdrafts

(1,032) 

(5,935) 

(560,297) 

(191,397) 

 

 

Net current liabilities

(310,794) 

(92,841) 

 

Total assets less current liabilities

138,102 

325,310 

Non-current liabilities

Acquisition option commitments

(7,572) 

(18,436) 

Other non-current liabilities

(1,301) 

(1,189) 

Committed loan facility

- 

(213,559) 

Deferred tax liabilities

(27,887) 

(31,650) 

Derivative financial instruments

(9,773) 

(1,373) 

Provisions

(3,505) 

(3,323) 

(50,038) 

(269,530) 

-

Net assets

88,064 

55,780 

Shareholders' equity

Called up share capital

9

263 

 258 

Share premium account

10

38,575 

38,509 

Other reserve

10

64,981 

64,981 

Capital redemption reserve

10

 8 

Own shares

10

(74) 

(74) 

Liability for share based payments

10

20,676 

15,737 

Fair value reserve

10

(19,579) 

8,176 

Translation reserve

10

17,113 

(15,335) 

Retained earnings

10

(36,916) 

(69,975) 

Equity shareholders' surplus

 85,047 

52,285 

Equity minority interests

3,017 

3,495 

Total equity

88,064 

55,780 

  

Group Cash Flow Statement for the year ended September 30 2008

2008

2007

£000's

£000's

Cash flow from operating activities

Operating profit

61,029 

54,059 

Share of results in associates and joint ventures

(308) 

(490) 

Profit from discontinued operations

885 

Proceeds from disposal of long term investment

(1,589) 

Profit on disposal of business

(6,780) 

Acquired intangible amortisation

12,749 

15,716 

Licences and software amortisation

207 

289 

Share option expense

5,361 

10,176 

Goodwill impairment

2,952 

 - 

Reduction in goodwill arising from a deferred tax adjustment

2,784 

Depreciation of property, plant and equipment

2,759 

2,585 

Movement in provisions

(1,419) 

2,324 

(Profit)/loss on disposal of property, plant and equipment

(1,662) 

297 

Operating cash flows before movements in working capital

82,863 

79,061 

Decrease/(increase) in receivables

3,224 

(11,570) 

Increase in payables

13,697 

22,559 

Cash generated from operations

99,784 

90,050 

Income taxes paid

(12,231) 

(9,773) 

Net cash from operating activities

87,553 

80,277 

Investing activities

Dividends paid to minorities

(2,056) 

(1,511) 

Dividends received from associate

257 

646 

Interest received

4,212 

2,162 

Purchase of intangible assets

(156) 

(112) 

Purchase of property, plant and equipment

(4,240) 

(7,889) 

Proceeds on disposal of property, plant and equipment

2,846 

1,106 

Proceeds from disposal of long term investment

1,589 

 - 

Purchase of additional interest in subsidiary undertakings

(5,997) 

(18,594) 

Acquisition of associates and joint ventures

(6) 

Acquisition of subsidiary undertakings

(556) 

(151,317) 

Proceeds from disposal of businesses

8,207 

Proceeds from disposal of discontinued operations

245 

6,571 

Net cash used in investing activities

(3,856) 

(160,737) 

Financing activities

Dividends paid

(19,950) 

(18,110) 

Interest paid

(10,129) 

(17,277) 

Interest paid on loan notes

(534) 

(578) 

Issue of new share capital

72 

428 

Repayment of borrowings

(78,136) 

Settlement of derivative assets/liabilities

(5,591) 

131 

Redemption of loan notes

(4,324) 

(915) 

Loan repaid to DMGT group company

(217,236) 

(61,350) 

Loan received from DMGT group company

171,218 

251,297 

Net cash (used in)/from financing activities

(86,474) 

75,490 

Net decrease in cash and cash equivalents

(2,777) 

(4,970) 

Cash and cash equivalents at beginning of year

20,776 

26,268 

Effect of foreign exchange rate movements

2,180 

(522) 

Cash and cash equivalents at end of year

20,179 

20,776 

Note to the Group Cash Flow Statement

Net Debt

2008

2007

£000's

£000's

Net debt at beginning of year

(204,579) 

(73,438) 

Decrease in cash and cash equivalents

(2,777) 

(4,970) 

Increase in loans

78,136 

Decrease/(increase) in amounts owed to DMGT group company

46,017 

(189,947) 

Debt acquired on acquisition of Metal Bulletin

(12,606) 

Redemption/(issue) of loan notes

4,324 

(11,796) 

Interest paid on loan notes

534 

267 

Other non cash changes

(5,805) 

(1,422) 

Effect of foreign exchange rate movements

(9,708) 

11,197 

Net debt at end of year

(171,994) 

(204,579) 

Net debt comprises cash at bank and in hand, bank overdrafts, committed borrowings and loan notes.

Non cash changes represent interest added to the principal amounts owed to DMGT and accrued interest on loan notes.

Group Statement of Recognised Income and Expense for the year ended September 30 2008

2008

2007

 £000's 

 £000's 

Loss on sale of available-for-sale investments taken to equity

(405) 

(Losses)/gains on cash flow hedges

(17,455) 

6,392 

Gains on revaluation of intangible assets

1,692 

2,384 

Net exchange differences on translation of foreign operations

32,448 

(15,001) 

Net exchange differences on foreign currency loans

(19,115) 

5,886 

Actuarial gains on defined benefit pension schemes

1,589 

4,158 

Tax on items taken directly to equity 

1,282 

2,082 

Net income recognised directly in equity

441 

5,496 

Translation reserves recycled to the income statement on disposals

(90) 

Transfer of gain on cash flow hedges from fair value reserves to income statement

(2,877) 

(2,699) 

Profit for the year

44,950 

33,405 

Total recognised income and expense for the year

42,514 

36,112 

Attributable to:

Equity holders of the parent

41,283 

34,529 

Equity minority interests

1,231 

1,583 

42,514 

36,112 

Notes to the Preliminary Announcement

1 Basis of preparation

The financial information set out in this announcement does not constitute the company's statutory accounts for the year ended September 30 2008 or 2007 but is derived from those accounts. Statutory accounts for 2007 have been delivered to the Registrar of Companies, and those for 2008 will be delivered following the company's annual general meeting. The auditors have reported on those accounts; their report was unqualified and did not contain statements under section 237 (2) or (3) of the Companies Act 1985.

Whilst the financial information included in this preliminary announcement has been computed in accordance with International Financial Reporting Standards (IFRSs), this announcement does not itself contain sufficient information to comply with IFRSs. The company expects to publish full financial statements that comply with IFRSs in January 2009. The financial information has been prepared on the basis of the accounting policies as stated in the previous year's financial statements.

2 Segmental analysis

Primary reporting format

Segmental information is presented in respect of the group's business divisions and represent the group's management and internal reporting structure. The group is organised into five business divisions: Financial publishing; Business publishing; Training; Conferences and seminars; and Databases and information services. This is considered to be the primary reporting format. Financial publishing and Business publishing consist primarily of advertising and subscription revenue. The Training division consists primarily of delegate revenue. Conferences and seminars consists of both sponsorship income and delegate revenue. Databases and information services consists of subscription revenue. A breakdown of the group's revenue by type is set out below. 

The presentation of the group's primary reporting format has been re-analysed to better reflect the system of internal financial reporting to key management and to more accurately reflect the underlying businesses' results that are used to assess risk and reward decisions. As a result the comparative split of divisional revenues and operating profits has been restated. The total revenue and operating profit remains unchanged. The total revenue and operating profit by geographic source remains unchanged.

Secondary reporting format

The group divides the operation of its businesses across three main geographical areas: United Kingdom; North America; and Rest of World (which primarily includes Asia). These geographical areas are considered as the secondary reporting format.

Inter segment sales are charged at prevailing market rates and shown in the eliminations columns below.

United Kingdom

North America

Rest of World

Eliminations

Total

2008

2007

2008

2007

2008

2007

2008

2007

2008

2007

(Restated)

(Restated)

(Restated)

(Restated)

(Restated)

£000's

£000's

£000's

£000's

£000's

£000's

£000's

£000's

£000's

£000's

Revenue

By division and source:

Financial publishing

49,225 

47,854 

36,401 

38,365 

1,956 

1,803 

(3,423) 

(3,542) 

84,159 

84,480 

Business publishing

40,361 

33,742 

12,598 

11,270 

1,963 

1,637 

(1,834) 

(1,040) 

53,088 

45,609 

Training

27,078 

24,206 

10,581 

10,521 

3,553 

2,662 

(460) 

(334) 

40,752 

37,055 

Conferences and seminars

31,511 

29,036 

38,386 

38,708 

18,147 

13,714 

(145) 

(159) 

87,899 

81,299 

Databases and information services

7,529 

7,568 

40,733 

30,415 

17,867 

13,794 

(2) 

(2) 

66,127 

51,775 

Sold/closed businesses

39 

1,306 

 - 

3,635 

(6) 

39 

4,935 

Corporate revenue

1,665 

1,583 

299 

236 

(1,966) 

(1,823) 

Group revenue

157,408 

145,295 

138,998 

133,150 

43,488 

33,614 

(7,830) 

(6,906) 

332,064 

305,153 

Joint ventures 

-

441 

441 

157,408 

145,295 

138,998 

133,150 

43,488 

34,055 

(7,830) 

(6,906) 

332,064 

305,594 

The joint venture revenues of £nil (2007: £441,000) can be allocated as follows: Conferences and seminars £nil (2007: £353,000); Training £nil (2007: £88,000).

2008

2007

£000's

£000's

Revenue by type:

Subscriptions

123,067 

103,949 

Advertising

66,504 

65,227 

Sponsorship

45,813 

46,203 

Delegates

86,350 

74,046 

Other

10,291 

10,793 

Sold/closed businesses

39 

4,935 

Total revenue

332,064 

305,153 

Investment income (note 4)

597 

653 

Total revenue and investment income

332,661 

305,806 

Notes to the Preliminary Announcement continued

2 Segmental analysis continued

United Kingdom

North America

Rest of World

Eliminations

Total

2008

2007

2008

2007

2008

2007

2008

2007

2008

2007

£000's

£000's

£000's

£000's

£000's

£000's

£000's

£000's

£000's

£000's

Revenue

By destination:

Sale of goods

52,901 

34,808 

85,650 

96,156 

71,308 

56,616 

(6,485) 

(5,716) 

 203,374 

181,864 

Sale of services

 8,884 

14,244 

47,942 

47,218 

73,170 

58,059 

(1,345) 

(1,167) 

 128,651 

118,354 

Sold/closed businesses 

39 

500 

 - 

3,765 

 - 

693 

(23) 

39 

4,935 

Group revenue

 61,824 

49,552 

133,592 

147,139 

144,478 

115,368 

(7,830) 

(6,906) 

 332,064 

305,153 

Joint ventures 

 - 

 - 

 - 

441 

 - 

441 

Total revenue

 61,824 

49,552 

133,592 

147,139 

144,478 

115,809 

(7,830) 

(6,906) 

 332,064 

305,594 

Investment income

459 

267 

106 

386 

32 

 - 

597 

653 

Total revenue (including share of joint venture revenue) and investment income

62,283 

49,819 

133,698 

147,525 

144,510 

115,809 

(7,830) 

(6,906) 

332,661 

306,247 

United Kingdom

North America

Rest of World

Total

2008

2007

2008

2007

2008

2007

2008

2007

(Restated)

(Restated)

(Restated)

(Restated)

£000's

£000's

£000's

£000's

£000's

£000's

£000's

 £000's 

Operating profit1

By division and source:

Financial publishing

18,583 

16,701 

5,644 

7,092 

287 

172 

24,514 

23,965 

Business publishing

15,467 

11,684 

3,402 

3,022 

527 

322 

19,396 

15,028 

Training

7,720 

7,240 

1,838 

2,323 

883 

639 

10,441 

10,202 

Conferences and seminars

9,067 

9,190 

10,718 

12,048 

3,263 

1,878 

23,048 

23,116 

Databases and information services

4,595 

5,238 

14,032 

11,488 

2,479 

1,948 

21,106 

18,674 

Sold/closed businesses

71 

543 

 - 

711 

(3) 

71 

1,251 

Unallocated corporate costs

(24,132) 

(11,843) 

5,675 

(1,435) 

1,189 

(352) 

(17,268) 

(13,630) 

Operating profit before acquired intangible amortisation, share option expense and exceptional items

31,371 

38,753 

41,309 

35,249 

8,628 

4,604 

81,308 

78,606 

Acquired intangible amortisation 2

(4,396) 

(5,703) 

(7,107) 

(9,216) 

(1,246) 

(797) 

(12,749) 

(15,716) 

Share option expense

(3,538) 

(6,503) 

(1,555) 

(3,317) 

(268) 

(356) 

(5,361) 

(10,176) 

Exceptional items (note 3)

2,306 

(727) 

(4,783) 

1,582 

 - 

(2,477) 

855 

Operating profit before associates and joint ventures

25,743 

25,820 

27,864 

24,298 

7,114 

3,451 

60,721 

53,569 

Share of results in associates and joint ventures

308 

490 

Net finance costs (note 4)

(23,603) 

(12,931) 

Profit before tax

37,426 

41,128 

Tax credit/(expense) (note 5)

7,279 

(8,223) 

Profit after tax

44,705 

32,905 

The exceptional loss of £2,477,000 (2007: gain £855,000) can be allocated as follows: Business publishing gain £475,000 (2007: £3,628,000); Conferences and seminars loss £2,952,000 (2007: £nil); Databases and information services £nil (2007: loss £303,000); Unallocated corporate costs £nil (2007: loss £2,470,000). 

Share option expense of £5,361,000 (2007: £10,176,000) can be allocated as follows: Financial publishing £1,320,000 (2007: £2,543,000); Business publishing £603,000 (2007: £1,337,000); Training £1,122,000 (2007: £2,160,000); Conferences and seminars £655,000 (2007: £1,333,000); Databases and information services £805,000 (2007: £1,147,000); Unallocated corporate costs £856,000 (2007: £1,656,000). 

Acquired intangible amortisation of £12,749,000 (2007: £15,716,000) can be allocated as follows: Financial publishing £1,267,000 (2007: £1,760,000); Business publishing £3,395,000 (2007: £4,418,000); Conferences and seminars £291,000 (2007: £248,000); Databases and information services £7,647,000 (2007: £9,133,000); Unallocated corporate costs £149,000 (2007: £157,000).

1. Operating profit before acquired intangible amortisation, share option expense and exceptional items.

2. Intangible amortisation represents amortisation on acquisition related non-goodwill assets such as brands, database content and trademarks.

Notes to the Preliminary Announcement continued

3 Exceptional items

Exceptional items are items of income or expense considered by the directors, either individually or if of a similar type in aggregate, as being either material or significant and which require disclosure in order to provide a view of the group's results excluding these items.

2008

2007

£000's

£000's

Profit on sale of property

1,670 

 - 

Profit on disposal of long term investment

1,589 

Profit on disposal of businesses

 - 

6,780 

Reduction in goodwill arising from a deferred tax adjustment

(2,784) 

 - 

Goodwill impairment

(2,952) 

 - 

Reorganisation and restructuring costs

 - 

(5,925) 

(2,477) 

855 

In May 2008 the group sold its 15% interest in LAMP Technologies LLC, a provider of back office services to the hedge fund industry, resulting in a profit of £1,589,000 and no corresponding tax charge.

In August 2008 the group sold a freehold property with a net book value of £1,172,000 for £2,842,000 resulting in a profit on sale, after related sale costs, of £1,670,000 and no corresponding tax charge.

At September 30 2008, the group re-assessed the recoverability of tax losses acquired with Metal Bulletin and as a result recognised a deferred tax asset of £2,784,000. In accordance with IAS 12 'Income taxes' the group is required to reduce its previously capitalised goodwill to offset the recognition of this deferred tax asset.

The group is required to review the carrying value of goodwill at least annually, and as a result of the review, the group impaired capitalised goodwill by £2,952,000 with a corresponding deferred tax credit of £1,181,000.

Notes to the Preliminary Announcement continued

4 Finance income and expense

2008

2007

£000's

£000's

Finance income

Interest receivable from DMGT group undertakings

3,825 

 - 

Interest receivable from short-term investments

597 

653 

Expected return on pension scheme assets

1,172 

958 

Net movements in acquisition option commitment values

 - 

3,885 

5,594 

5,496 

Finance expense

Committed borrowings

(12,252)

(14,915)

Interest payable to DMGT group undertakings

(3,825)

 - 

Ineffectiveness of interest rate swaps

(227)

(27)

Interest payable on loan stock

(478)

(578)

Interest on pension scheme liabilities

(1,150)

(1,114)

Net movements in acquisition option commitment values

(1,730)

 - 

Imputed interest on acquisition option commitments

(995)

(1,603)

Foreign exchange loss on tax equalisation contracts

 

 

 

(11,966)

(1,826)

Other gains on tax equalisation contracts

 

 

 

 

3,426 

1,636 

Net loss on tax equalisation contracts

(8,540)

(190)

(29,197)

(18,427)

Net finance costs

(23,603)

(12,931)

The foreign exchange loss on tax equalisation contracts of £11,966,000 relates to foreign exchange losses on hedges on intra-group financing (2007: £1,826,000). This foreign exchange loss is matched by an equal and opposite tax credit. The foreign exchange loss and the tax credit are excluded from underlying profit and the underlying tax expense (note 5).

Notes to the Preliminary Announcement continued

5 Tax on profit on ordinary activities

2008

2007

£000's

£000's

Current tax expense

UK corporation tax

860 

4,946 

Foreign tax

5,265 

6,343 

Adjustments in respect of prior years

(2,234)

494 

3,891 

11,783 

Deferred tax (credit)/expense

Current year

(9,858)

(4,031)

Adjustments in respect of prior years

(1,312)

471 

(11,170)

(3,560)

Total tax (credit)/expense in income statement

(7,279)

8,223 

The effective rate of tax for the year is a credit of 19% (2007: expense at 20%). The underlying tax rate for 2008 is 27% as set out below:

Reconciliation of tax (credit)/expense in income statement to underlying tax expense

2008

2007

£000's

£000's

Total tax (credit)/expense in income statement

(7,279)

8,223

Add back

Tax on intangible amortisation

6,950 

4,926 

Tax on exceptional items

1,181 

(1,095)

Tax credit on foreign exchange loss on tax equalisation swap

11,966 

1,826 

Tax deduction on US goodwill

(3,376)

(1,491)

Tax adjustments in respect of prior years

3,546 

(965)

Tax credit on non-recurring intergroup transactions

2,588 

Deferred tax asset recognition

5,358 

3,178 

25,625 

8,967 

Underlying tax expense

18,346 

17,190 

Underlying profit before tax (page 6)

67,343

55,533

Underlying effective tax rate

27%

31%

Following a reassessment of the recoverability of the potential deferred tax asset on overseas tax losses and other short-term timing differences, an additional asset of £5,358,000 (2007: £3,178,000) has been recognised.

A credit of £11,966,000 relating to tax on foreign exchange losses (2007: £1,826,000) has been treated as exceptional as it is hedged by £11,966,000 (2007: £1,826,000) of foreign exchange losses on tax equalisation contracts included within net finance costs (note 4).

The group presents the above underlying effective tax rate to help users of this report better understand its tax charge. In this year the group has removed all deferred tax effects of its goodwill and intangibles from the calculation of its underlying effective tax rate. This is because in the directors' opinion the resulting underlying effective tax rate is more representative of the group's long-term tax position.

The actual tax credit/(expense) for the year is different from 29% of profit before tax for the reasons set out in the following reconciliation:

2008

2007

£000's

£000's

Profit before tax

37,426 

41,128 

Tax at 29%

10,854 

12,338 

Factors affecting tax charge:

Rates of tax on overseas profits

224 

463 

Joint venture and associate income reported net of  tax

(89)

 (147)

US State taxes

1,134 

615 

Goodwill and intangibles

(69)

(1,201)

Disallowable expenditure

2,559 

689 

Tax effects of intra-group transactions eliminated on consolidation

(8,567)

(3,901)

Recognition of previously unrecognised tax losses

(2,855)

(1,890)

Recognition of previously unrecognised deferred tax

(2,503)

Gains on disposal covered by brought forward losses

(960)

Deferred tax (credit)/charge arising from changes in tax laws

(3,461)

292 

Prior year adjustments

(3,546)

965 

Total tax (credit)/expense for the year

(7,279)

8,223 

Notes to the Preliminary Announcement continued

6 Dividends

2008

2007

£000's

£000's

Amounts recognisable as distributable to equity holders in period

Final dividend for the year ended September 30 2007 of 13.0p (2006: 11.6p)

13,388 

11,943

Interim dividend for year ended September 30 2008 of 6.25p (2007: 6.0p)

 6,573 

6,177

19,961 

18,120

Employees' Share Ownership Trust dividend

(11) 

(10)

19,950 

18,110

Proposed final dividend for the period ended September 30

13,689 

13,386

Employees' Share Ownership Trust dividend

(8)

 (8)

13,681

13,378

The final dividend of 13.0 pence per ordinary share (2007: 13.0 pence) will, subject to shareholder approval at the Annual General Meeting, be paid on February 4 2009 to shareholders on the register on November 21 2008. It is expected that the shares will be marked ex-dividend on November 19 2008. Holders of International Depositary Receipts can receive their dividend on February 4 2009 by presentation of coupon number 43 to Dexia Banque à Luxembourg or to one of their agents. 

The proposed final dividend of 13.0p (2007: 13.0p) is subject to approval at the Annual General Meeting on January 28 2009 and has not been included as a liability in these financial statements in accordance with IAS 10 'Events after the balance sheet date'.

Notes to the Preliminary Announcement continued

Earnings per share

2008

2007

£000's

£000's

Earnings attributable to equity holders of the parent

43,719 

31,822 

Less earnings from discontinued operations

(245)

(500)

Basic earnings - continuing operations

43,474 

31,322 

Intangible amortisation

12,749 

15,716 

Exceptional items

2,477 

(855)

Imputed interest on acquisition option commitments

995 

1,603 

Net movements in acquisition option commitment values

1,730 

(3,885)

Tax on above adjustments

(8,131)

(3,831)

Tax deduction on US goodwill

3,376 

1,491 

Tax adjustment in respect of prior years

(3,546)

965 

Tax credit on non-recurring intergroup transactions

(2,588)

Deferred tax assets recognition

(5,358)

(3,178)

Adjusted earnings

47,766 

36,760 

Basic earnings - continuing and discontinued operations

43,719 

31,822 

Number 

Number 

 000's 

 000's 

Weighted average number of shares

104,348 

02,196 

Shares held by the Employees' Share Ownership Trust

(59)

(59)

104,289 

102,137 

Effect of dilutive share options

3,398 

2,752 

Diluted weighted average number of shares

107,687 

104,889 

 Pence per share 

Pence per share 

Basic earnings per share - continuing operations

41.69 

30.66 

Effect of dilutive share options

(1.32)

(0.80)

Diluted earnings per share - continuing operations

40.37 

29.86 

Effect of intangible amortisation

11.84 

14.98 

Effect of exceptional items

2.30 

(0.82)

Effect of imputed interest on acquisition option commitments

0.92 

1.53 

Effect of net movements in acquisition option commitment values

1.61 

(3.70)

Effect of tax on the above adjustments

(7.55)

(3.65)

Effect of tax deduction on US goodwill

3.14 

1.42 

Effect of tax adjustment in respect of prior years

(3.29)

0.92 

Effect of tax credit on non-recurring intergroup transactions

(2.47)

Effect of deferred tax assets recognition

(4.98)

(3.03)

Adjusted diluted earnings per share

44.36 

35.04 

Basic earnings per share - continuing and discontinued operations

41.92 

31.16 

Effect of dilutive share options

(1.32)

(0.82)

Diluted earnings per share - continuing and discontinued operations

40.60 

30.34 

The adjusted diluted earnings per share figure has been disclosed since the directors consider it to give a more meaningful indication of the underlying trading performance. The September 2007 adjustments to earnings have been aligned with those made at September 2008 for comparability purposes.

Notes to the Preliminary Announcement continued

8 Acquisitions

Purchase of new businesses

In May 2008, the group, through Internet Securities, Inc. (ISI), acquired a 51% interest in Benchmark Financials Limited (BPR) for an initial consideration of $1,116,000 (£563,000). BPR is one of the leading providers of company financial data, analysis and business credit ratings for Colombian companies, through its BPR Benchmark product, and will be integrated with ISI's Emerging Markets Information Service. ISI expects to acquire the remaining 49% stake in the business by December 2012. The total cost of the transaction is subject to a maximum consideration of $8,000,000 (£4,000,000).

BPR contributed £185,000 to the group's revenue, £56,000 to the group's operating profit and £57,000 to the group's profit before tax for the period between the date of acquistion and September 30 2008.

Increase in equity holdings

In January 2008, the group exercised its option to purchase the second tranche of Total Derivatives Limited increasing its equity holding from 67.45% to 78.3%. The equity was purchased for £2,611,000 resulting in additional provisional goodwill of £1,937,000 and bringing total goodwill to £5,698,000 

In February 2008, the group purchased a further 15% of the equity share capital of TelCap Limited for a cash consideration of £2,492,000 paid in March 2008 and resulting in additional provisional goodwill of £2,223,000 bringing total goodwill to £5,140,000. The group's equity shareholding in TelCap Limited increased to 70%.

Also in February 2008, the group purchased a further 0.5% of the equity share capital of ISI for a cash consideration of $1,779,000 (£894,000) resulting in additional provisional goodwill of £505,000 bringing the total goodwill to $9,233,000 (£5,180,000). The group's equity shareholding in ISI increased to 93.85%.

BPR

Total Derivatives

TelCap

 £'000 

 £'000 

 £'000 

Book value

Intangible assets

 - 

 5,256 

1,530 

Cash

2,823 

 337 

Other assets

79 

511 

910 

Liabilities

(24) 

(4,339) 

(1,661) 

Total

62 

4,251 

1,116 

Provisional fair value adjustments

Intangible assets

468 

2,718 

939 

Deferred tax

(155) 

(761) 

(263) 

313 

1,957 

676 

Provisional fair value of net assets

375 

6,208 

1,792 

Net assets acquired

%

51%

10.85%

15%

£'000

191 

674 

269 

Provisional goodwill

372 

1,937 

2,223 

Consideration (satisfied by cash)

563 

2,611 

2,492 

If the acquisitions in the table above had been completed on the first day of the financial year, group revenues for the period would have been £191,000 higher and group profit attributable to equity holders of the parent would have been £87,000 higher.

Notes to the Preliminary Announcement continued

9. Called up share capital

Called up share capital

2008

2007

£000's

£000's

Authorised

137,365,200 ordinary shares of 0.25p each

343 

343 

(2007: 137,365,200 ordinary shares of 0.25p each)

Allotted, called up and fully paid

105,300,896 ordinary shares of 0.25p each

(2007: 102,972,478 ordinary shares of 0.25p each)

263 

258 

During the year 2,328,418 ordinary shares of 0.25p each (2007: 107,049 ordinary shares) with an aggregate nominal value of £5,821 (2007: £268) were issued for a cash consideration of £71,680 (2007: £428,076) following the exercise of share options granted under the company's share option schemes.

10. Statement of movement on reserves

Liability 

Share 

Capital 

for share

Fair

premium 

Other 

redemption 

Own 

based

value

Translation 

Retained 

account 

reserve

reserve 

shares 

payment

reserves

reserves

earnings

Total 

£000's

£000's

£000's

£000's

£000's

£000's

£000's

£000's

£000's

At September 30 2006

38,081 

(74)

5,907 

6,618 

(244)

(78,642)

(28,346)

Retained profit for the year

31,822 

31,822 

Premium on shares issued for acquisition of Metal Bulletin plc

64,981 

64,981 

Recognition of acquisition option commitments

(18,533)

(18,533)

Exercise of acquisition option commitments

7,248 

7,248 

Exchange differences arising on translation of net investments in overseas subsidiary undertakings

(15,001)

(15,001)

Translation reserves recycled to the income statement on disposals

(90)

(90)

Net exchange difference on foreign currency loans

5,886 

5,886 

Change in fair value of available for sale investments

(405)

(405)

Change in fair value of hedges

6,392 

6,392 

Transfer of gain on cash flow hedges from fair value reserves to income statement

(2,699)

(2,699)

Change in fair value of intangibles

2,384 

2,384 

Credit for share-based payments

9,830 

9,830 

Dividends paid

(18,110)

(18,110)

Change in actuarial assumptions in defined benefit scheme

4,158 

4,158 

Exercise of share options

428 

428 

Tax on items going through reserves

2,082 

2,082 

At September 30 2007

38,509

64,981 

8

 (74)

15,737

18,176

 (15,335)

 (69,975)

52,027

Retained profit for the year

43,719 

43,719 

Recognition of acquisition option commitments

(500)

(500)

Exercise of acquisition option commitments

6,919 

6,919 

Exchange differences arising on translation of net investments in overseas subsidiary undertakings

32,448 

32,448 

Net exchange difference on foreign currency loans

(19,115)

(19,115)

Change in fair value of hedges

(17,455)

(17,455)

Transfer of gain on cash flow hedges from fair value reserves to income statement

(2,877)

(2,877)

Change in fair value of intangibles

1,692 

1,692 

Credit for share-based payments

4,939 

4,939 

Dividends paid

(19,950)

(19,950)

Change in actuarial assumptions in defined benefit scheme

1,589 

1,589 

Exercise of share options

66 

66 

Tax on items going through reserves

1,282 

1,282 

At September 30 2008

38,575

64,981

8

 (74)

20,676

 (19,579)

17,113

 (36,916)

84,784

The investment in own shares is held by the Euromoney Employees' Share Ownership Trust (ESOT). At September 30 2008 the ESOT held 58,976 shares (2007: 58,976 shares) carried at a historic cost of £1.25 per share with a market value of £192,000 (2007: £312,000). The trust waived the rights to receive dividends. Interest and administrative costs are charged to the profit and loss account of the ESOT as incurred.

This information is provided by RNS
The company news service from the London Stock Exchange
 
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