19th May 2005 07:02
Euromoney Institutional InvestorPLC19 May 2005 Euromoney Institutional Investor PLC Interim Report 2005 Chairman's Statement PROFITS* UP 24% Highlights 2005 2004 change Turnover £89.0 m £81.8 m +9%Profit before tax, goodwill £13.7 m £11.1 m +24%amortization and impairmentProfit before tax £9.8 m £7.6 m +30%Adjusted diluted earnings a share* 11.21 p 10.15 p +10%Earnings a share 6.8 p 6.2 p +10%Dividend 5.2 p 5.0 p +4% Euromoney Institutional Investor PLC, the international publishing, events andelectronic information group, reports an increase in profit before tax andgoodwill amortization to £13.7 million for the six months to March 31, against£11.1 million for the previous year. Adjusted diluted earnings a share were11.2p against 10.1p in 2004. The board has approved an interim dividend of 5.2p, against 5.0p, to be paid toshareholders on June 24, 2005. Profit before tax was £9.8 million, against £7.6 million, and earnings a shareincreased from 6.2p to 6.8p. Trading in the first half followed a similar pattern to 2004. Growth in thepublishing businesses was held back by continued tough advertising markets,increased investment in marketing and the weakness of the US dollar. In spite ofthese, publishing profits* increased by 14% to £6 million and advertisingrevenues increased by 4% to £25.9 million. In contrast, the training and events businesses increased profits* by 40% to £10million. This was despite the absence from the first half of two of the group'sbiggest events: Vinisud, the French wine exhibition; and InfoSec World, theaudit and information security conference. In 2004, these two events togethercontributed profits* of £2 million. This was more than offset by the inclusionof the results of Information Management Network ("IMN"), acquired in March2004, which contributed profits* of £4.1 million before funding costs of £0.6million. Group turnover increased by 9% to £89.0 million. The average US dollar sterlingrate for the period was 1.87 against 1.78 last year which reduced turnover byapproximately 4%. Excluding currency movements, the acquisition of IMN, and thetiming differences on Vinisud and InfoSec World, turnover increased by 7%. Profits* from financial publishing increased by 12% to £3.9 million following a1% increase in revenues. Advertising into some of the group's titles, notablyEuromoney and Euroweek, increased but generally magazines found it difficult tosustain the upward trends of the second half of 2004. So far the excellentfinancial results being reported by global financial institutions, particularlyin the United States, have not translated into increased advertising spend.Institutional Investor achieved a 2% increase in advertising revenues but hasseen a softening of markets since March. The group continues to maintain a highlevel of marketing investment in subscriptions but revenues fell slightly assmaller publications were merged or sold as part of the group's rationalizationdrive. The results from the business publishing portfolio were mixed. Revenues wereflat but profits* improved by 17% to £2.1 million, mostly as a result of theelimination of losses from underperforming businesses. Advertising across thelegal, energy, pharmaceutical and transport sectors remained weak. Inparticular, there have been no signs of improvement in the outlook for BusinessTraveller and, after losses in the first half of £0.4 million, the business wassold at the beginning of May. The sale gave rise to an exceptional goodwillimpairment charge of £1 million which has been recognised in the half yearresults. The training businesses delivered excellent results, with growth in all regionsand across the three sectors served - financial, legal, and audit andinformation security. Better markets, increased recruitment particularly in thefinancial sector, and more effective marketing all contributed to a 7% increasein revenues to £11 million and profits* up 35% to £2.6 million. MIS, the Boston-based audit and information security training business, has seenstrong demand for its courses in response to the additional audit and reportingrequirements introduced by the Sarbanes-Oxley Act in the United States. The conference and seminar businesses maintained the growth seen over the pasttwo years, helped by the acquisition of IMN. Revenues increased by 26% to £29.1million and profits* by 41% to £7.4 million. The Euromoney and InstitutionalInvestor event businesses both increased revenues through the launch of newevents, particularly in Asia. However, results from Adhesion, the group's Frenchsubsidiary were sharply down in the face of weak domestic demand for itsbusiness meetings. The results of the conferences and seminars division wouldhave been even better but for the timing of two important events: Adhesion'sbiennial regional wine exhibition, Vinisud, was last run in February 2004 and isnext scheduled for 2006; and MIS's annual InfoSec World conference was movedfrom March to April. The absence of both these events reduced first halfrevenues and profits* by £3.6 million and £2 million respectively. IMN, the market leader in securitization and indexation events, contributedincremental profits* of £4.1 million. The performance of IMN has exceededexpectations with strong growth from its securitization events and successfullaunches of new events in the real estate and Native American finance sectors. Revenues from databases and information services increased by 9% to £7.6million, although the strong performance of ISI, the group's emerging marketinformation service, is masked by the decline in the US dollar rate. ISIrevenues increased by 20% to $10.7 million and annualised revenues passed $22million, indicating that the significant investment by the group in electronicinformation and publishing is proving to be the correct strategy. ISI's grossand net new sales improved to levels not seen since 1998 when the business wasstill in the early stages of launch, while the retention rate was maintained at90%. The revenue growth has also helped ISI add new products to its service andin March ISI completed the acquisition of CEIC in Hong Kong. CEIC is one of theleading providers of time-series macro-economic data covering Asia and providesan excellent fit with ISI with opportunities for both businesses to cross-selleach other's products. Net debt at March 31 was £75.6m, an increase of £13.1 million since year end.The level of debt traditionally increases in the first half following thepayment of the final dividend and year end profit shares in January. In additionthe group spent £16 million on acquisitions and increasing its interests insubsidiaries. ISI acquired a 49% interest in CEIC for an initial considerationof £3.8 million. Payment for the next 25% will be made in June 2006 and thefinal 26% a year later. The final instalment on the acquisition of a 100% interest in HFI was paid inJanuary. The growth in profits* of HFI since its acquisition in August 2003 hasexceeded expectations and triggered the maximum deferred consideration under theearn-out agreement of £5.5 million. The group acquired 80% of IMN in February2004, but paid for only 50% at the time. The remaining 30% was subject to threedeferred profit-related payments of which the first, of £5.3 million, was paidin February. The maximum EBITA multiple under the earn-out agreement wasachieved for this first deferred payment. Further earn-out payments of 10%respectively are due in 2006 and 2007. The group also increased its equityinterest in ISI from 90% to 91% in January at a cost of £0.4 million. In March the group began a project to consolidate and refurbish its Londonoffices. This project will last approximately two years and require capitalexpenditure of approximately £5.5 million. In addition, the head lease on one ofthe group's remaining properties was acquired in April for £1.8 million. A new equity incentive scheme to replace the company's Executive Share OptionPlan was approved at the Annual General Meeting in February. The CapitalAppreciation Plan ("CAP") is a highly geared equity incentive designed to drivethe achievement of the company's target of profits* of £50 million by 2008.Initial awards under the CAP will be granted within 42 days of the announcementof the interim results. The cost of the CAP will be amortized over the life ofthe scheme, starting from the date of grant. The expected non-cash charge in thesecond half will be approximately £1 million. The trading trends seen in 2004 and the first half of 2005 have continued intothe third quarter. The group does not expect significant growth in advertisingand there have been signs over the past few weeks that US advertising may weakenfurther, particularly in the financial sector. However, forward bookings for thetraining and events businesses for the third quarter are ahead of last year. ISIsubscription revenues, underpinned by strong first half sales, should continueto grow and the acquisition of CEIC will make a positive profit* contribution. Two timing differences will help the second half results: the InfoSec Worldconference in April (run in March last year); and IMN's ABS East conferencewhich has been brought forward from October to September to accommodate venuerequirements. Based on last year's events this would add £2 million to secondhalf profits*. However, as usual September may contribute more than half of theprofits* for the second half, which means that with little forward visibilityfor September revenues the outcome for the full year will depend heavily on thestrength of financial markets over the next three months. END Background note: Euromoney Institutional Investor PLC is listed on the Londonand Luxembourg stock exchanges. It is a constituent of the FTSE 250 Index. DailyMail and General Trust plc owns 71% of the company. Padraic FallonChairmanMay 18 2005 For further information please contact: - Padraic Fallon Chairman 020 7779 8556 [email protected] Ensor Managing Director 020 7779 8845 [email protected] Jones Finance Director 020 7779 8959 [email protected] Or visit our website at www.euromoneyplc.com * Before goodwill amortization and impairment as set out and reconciled in theattached profit and loss account and notes 2 and 9. Group Profit & Loss Accountfor the six months ended March 31 2005 Unaudited Unaudited Audited six months six months Year ended ended ended March 31 March 31 September 30 2005 2004 2004 Note £000's £000's £000's Turnover 2 Sold/closed 1,405 1,993 3,348 businesses Other continuing 87,546 79,826 171,306 operations Total turnover 88,951 81,819 174,654 Operating profit 2 before goodwill amortization Sold/closed (411) (502) (821) businesses Other continuing 15,825 12,704 31,427 operations 15,414 12,202 30,606 Goodwill (2,840) (3,504) (6,357) amortization Exceptional 3 (1,047) - (1,177) goodwill impairment Operating profit 2 Sold/closed (1,559) (544) (1,586) businesses Other continuing 13,086 9,242 24,658 operations Total operating 11,527 8,698 23,072 profit Share of 94 158 373 operating profit in associates and joint ventures Profit on 11,621 8,856 23,445 ordinary activities before interest and tax Interest 126 328 422 receivable Interest payable (1,913) (1,630) (3,376) and similar charges Net interest (1,787) (1,302) (2,954) Profit on 9,834 7,554 20,491 ordinary activities before tax Tax on profit on 4 (2,642) (1,865) (3,899) ordinary activities Profit on 7,192 5,689 16,592 ordinary activities after tax Equity minority (1,175) (252) (578) interests Profit for the 6,017 5,437 16,014 financial period Dividends paid 8 (4,584) (4,395) (13,186) and proposed Retained profit 1,433 1,042 2,828 for the financial period Basic earnings 9 6.84 p 6.19 p 18.22 p per share Diluted earnings 9 6.81 p 6.17 p 18.16 p per share Adjusted diluted 9 11.21 p 10.15 p 26.71 p earnings per share before goodwill amortization and exceptional items Dividend per 8 5.20 p 5.00 p 15.00 p share Group Balance Sheet as at March 31 2005 Unaudited Unaudited Audited as at as at as at March 31 March 31 September 30 2005 2004 2004 £000's £000's £000's Fixed assets Intangible assets 59,692 58,285 60,989 Tangible assets 6,964 8,545 7,576 Investments 4,017 34 190 70,673 66,864 68,755 Current assets Debtors 41,213 30,916 37,670 Cash at bank and in hand 15,109 16,160 23,563 56,322 47,076 61,233 Creditors: amounts falling due (37,980) (30,934) (127,326) within one year Net current assets/(liabilities) 18,342 16,142 (66,093) Total assets less current 89,015 83,006 2,662 liabilities Creditors: amounts falling due (90,568) (97,161) (10,611) after more than one year Provisions for liabilities and (571) - (575) charges Accruals (15,418) (12,847) (18,569) Deferred income (37,960) (36,163) (35,317) Accruals and deferred income (53,378) (49,010) (53,886) falling due within one year Net liabilities (55,502) (63,165) (62,410) Capital and reserves Called up share capital 221 220 220 Share premium account 35,298 34,318 34,393 Capital redemption reserve 8 8 8 Own shares (74) (74) (74) Profit and loss account (92,032) (98,027) (97,697) Equity shareholders' deficit (56,579) (63,555) (63,150) Equity minority interests 1,077 390 740 (55,502) (63,165) (62,410) Group Cash Flow Statement for the six months ended March 31 2005 Unaudited Unaudited Audited six months six months Year ended ended ended March 31 March 31 September 30 2005 2004 2004 Note £000's £000's £000's Net cash inflow from 5 14,357 13,566 33,751 continuing operating activities Dividends received from - 570 570 associate Returns on investments and servicing of finance Interest received 126 328 422 Interest paid (1,689) (1,614) (3,120) Dividends paid to (943) (151) (150) minorities (2,506) (1,437) (2,848) Taxation UK tax paid (2,692) (1,602) (3,530) Overseas tax paid (1,215) (633) (955) UK tax received 16 318 319 Overseas tax received 252 264 308 (3,639) (1,653) (3,858) Capital expenditure and financial investment Purchase of tangible (526) (498) (1,240) fixed assets Sale of tangible fixed 23 58 78 assets (503) (440) (1,162) Acquisitions and disposals Purchase of subsidiary (12,249) (16,517) (19,377) undertakings Cash acquired with subsidiary - 1,486 2,507 undertaking Purchase of joint venture (3,769) - - (16,018) (15,031) (16,870) Equity dividends paid (8,795) (8,554) (12,949) Cash outflow before (17,104) (12,979) (3,366) financing Financing Issue of new ordinary 906 570 645 share capital Issue of share capital by - 20 - subsidiary to minority interest Redemption of unsecured - (37) (37) loan stock Revolving credit facilities: . Increase in borrowings 13,403 42,453 2,468 . Repayment of borrowings (6,491) (10,957) (8,411) Loan repaid to DMGT group (12,846) (27,998) (26,003) company Loan received from DMGT group 14,620 15,132 47,108 company 9,592 19,183 15,770 (Decrease)/increase in 6,7 (7,512) 6,204 12,404 cash during the period Group Statement of Total Recognized Gains and Losses for the six months ended March 31 2005 Unaudited Unaudited Audited six months six months year ended ended ended March 31 March 31 September 30 2005 2004 2004 £000's £000's £000's Profit for the period 6,017 5,437 16,014 Foreign exchange translation 3,575 8,322 6,866 differences Total recognized gains and 9,592 13,759 22,880 losses for the period Reconciliation of Movements in Equity Shareholders' Funds for the six months ended March 31 2005 Unaudited Unaudited Audited six months six months year ended ended ended March 31 March 31 September 30 2005 2004 2004 £000's £000's £000's Profit for the period 6,017 5,437 16,014 Dividends paid and proposed (4,584) (4,395) (13,186) 1,433 1,042 2,828 Proceeds from issue of shares 906 570 645 for cash Reinstatement of goodwill 657 - - previously written off to reserves Other recognized gains and 3,575 8,322 6,866 losses relating to the period Net decrease in equity 6,571 9,934 10,339 shareholders' deficit Opening equity shareholders' (63,150) (73,489) (73,489) deficit Closing equity shareholders' (56,579) (63,555) (63,150) deficit Notes to the Unaudited Interim Report 1. Basis of preparation This interim report was approved by the board of directors on May 18 2005 andfollows the accounting policies adopted in the 2004 annual report. The financialinformation contained in this interim report does not constitute statutoryaccounts as defined in section 240 of the Companies Act 1985 and should be readin conjunction with the 2004 annual report. The comparative financialinformation is based on the interim results for the six months ended March 312004.The figures for the year to September 30 2004 are an abridged statement from thegroup's accounts at that date which have been delivered to the Registrar ofCompanies. The auditors' report on those accounts was unqualified and did notcontain a statement under section 237(2) or 237(3) of the Companies Act 1985. 2. Segmental analysis Unaudited six months ended March 31 United Kingdom North America Rest of World Total 2005 2004 2005 2004 2005 2004 2005 2004 £000's £000's £000's £000's £000's £000's £000's £000's Turnover By destination: Other continuing 16,199 17,234 36,829 28,255 34,518 34,337 87,546 79,826 businesses Sold/closed 286 320 301 751 818 922 1,405 1,993 businesses 16,485 17,554 37,130 29,006 35,336 35,259 88,951 81,819 United Kingdom North America Rest of World Total 2005 2004 2005 2004 2005 2004 2005 2004 £000's £000's £000's £000's £000's £000's £000's £000's By activity and source: Financial 13,092 12,102 13,895 14,743 713 613 27,700 27,458 publishing Business 8,325 8,425 3,240 3,040 523 507 12,088 11,972 publishing Training 7,219 6,923 2,691 2,425 1,140 1,016 11,050 10,364 Conferences and 10,271 8,957 15,908 8,339 2,898 5,724 29,077 23,020 seminars Databases and 2,377 2,213 1,789 1,715 3,465 3,084 7,631 7,012 information services Sold/closed 355 473 300 795 750 725 1,405 1,993 businesses 41,639 39,093 37,823 31,057 9,489 11,669 88,951 81,819 2. Segmental analysis continued Unaudited six months ended March 31 United Kingdom North America Rest of World Total 2005 2004 2005 2004 2005 2004 2005 2004 £000's £000's £000's £000's £000's £000's £000's £000's Operating profit By activity and source: Financial 2,843 2,411 1,112 1,190 (48) (112) 3,907 3,489 publishing Business 1,769 1,753 329 109 14 (54) 2,112 1,808 publishing Training 1,620 1,249 607 377 418 328 2,645 1,954 Conferences and 2,122 1,954 5,460 1,851 (205) 1,413 7,377 5,218 seminars Databases and 1,398 1,390 666 303 (356) (95) 1,708 1,598 information services Sold/closed (187) (355) (209) (208) (15) 61 (411) (502) businesses Unallocated (1,637) (1,120) (287) (243) - - (1,924) (1,363) corporate costs 7,928 7,282 7,678 3,379 (192) 1,541 15,414 12,202 Goodwill (2,150) (976) (1,737) (2,515) - (13) (3,887) (3,504) amortization and impairment Operating profit 5,778 6,306 5,941 864 (192) 1,528 11,527 8,698 after goodwill amortization The goodwill amortization of £3,887,000 (2004: £3,504,000) can be allocated asfollows; Financial publishing, £829,000 (2004: £833,000); Business publishing,£618,000 (2004: £537,000); Conferences and seminars, £1,041,000 (2004:£325,000); Databases and information services, £251,000 (2004: £1,767,000); andSold/closed businesses, £1,148,000 (2004: £42,000). 3. Exceptional items In May 2005, the Business Traveller group was sold. As a result the relatedgoodwill at March 2005 was reduced to its recoverable amount based on theexpected net sales proceeds. The total impairment was £1,047,000. The results ofthese businesses are included within sold/closed businesses. 4. Tax on profit on ordinary activities Unaudited Unaudited Audited six months ended six months ended Year ended March 31 March 31 September 30 2005 2004 2004 £000's £000's £000's United Kingdom Corporation tax at 1,945 1,637 4,514 30% (2004: 30%) Associates 55 49 114 Over provision in - (499) 165 respect of prior periods 2,000 1,187 4,793 Foreign tax Overseas taxation 576 665 1,063 Under provision in 66 13 59 respect of prior periods Total current tax 2,642 1,865 5,915 Deferred tax Origination and (551) - (1,658) reversal of asset timing differences Origination and 1,816 1,347 2,505 reversal of liability timing differences Increase in (1,265) (1,347) (2,529) discount Over provision in - - (334) respect of prior periods Total deferred tax - - (2,016) Tax charge on 2,642 1,865 3,899 profit on ordinary activities The standard rate of current tax for the year, based on the UK standard rate ofcorporation tax, is 30% (2004: 30%). The current tax charge for the period isdifferent from 30% of profit before tax for the reasons set out in the followingreconciliation: Unaudited Unaudited Audited six months ended six months ended Year ended March 31 March 31 September 30 2005 2004 2004 £000's £000's £000's Profit on ordinary 9,834 7,554 20,491 activities before tax Tax at 30% 2,950 2,266 6,147 Factors affecting charge: UK goodwill 645 1,051 2,260 amortization Non-taxable items (240) (472) (1,032) and additional deductible UK items US goodwill (1,033) (714) (2,402) amortization and losses Utilisation of tax (551) losses brought forward US state taxes 467 166 418 Disallowable 356 127 - expenditure Movement in other - - 374 timing differences Depreciation (less (6) (14) 45 than)/in excess of capital allowances Lower rates of tax (12) (59) (119) on overseas profits Under / (over) 66 (486) 224 provisions in respect of prior periods Current tax charge 2,642 1,865 5,915 for the period The tax charge for the period based on profit before tax, goodwill amortization,exceptional and prior year items has been calculated by applying the forecastfull year effective rate of 18.8% to the interim profit before tax, goodwillamortization and exceptional items. 5. Reconciliation of operating profit to net cash inflow from operatingactivities Unaudited Unaudited Audited six months six months Year ended ended ended March 31 March 31 September 30 2005 2004 2004 £000's £000's £000's Group operating profit 11,527 8,698 23,072 Amortization of goodwill 2,840 3,504 6,357 Exceptional goodwill 1,047 - 1,177 impairment Depreciation of tangible 872 889 1,960 fixed assets Profit on sale of (3) (12) (23) tangible fixed assets Decrease/(increase) in 342 17,643 (3,095) debtors (Decrease)/increase in (2,268) (17,156) 4,303 creditors Net cash inflow from 14,357 13,566 33,751 continuing operating activities 6. Reconciliation of net cash flow to movement in net debt Unaudited Unaudited Audited six months six months year ended ended ended March 31 March 31 September 30 2005 2004 2004 £000's £000's £000's (Decrease)/increase in cash (7,512) 6,204 12,404 during the period Cash inflow from change in debt (13,100) (3,461) (285) finance Decrease/(increase) in net 4,414 (15,132) (14,840) amounts due from DMGT group undertaking (16,198) (12,389) (2,721) Other non-cash items: Currency translation 3,067 6,562 7,703 differences Other non-cash changes - - (357) Movement in net debt in the (13,131) (5,827) 4,625 period Net debt at start of period (62,478) (67,103) (67,103) Net debt at end of period (75,609) (72,930) (62,478) 7. Analysis of changes in net debt At Cash flow Exchange Other At March October 1 movements non-cash 31 2005 2004 changes £000's £000's £000's £000's £000's Cash at bank 23,563 (7,873) (581) - 15,109 and in hand Bank (553) 361 42 - (150) overdrafts 23,010 (7,512) (539) - 14,959 Debt due (85,488) (4,414) (84) 85,488 (4,498) within one year Debt due in - (8,686) 3,606 (85,488) (90,568) more than one year (85,488) (13,100) 3,522 - (95,066) Amounts owed - 4,414 84 - 4,498 by DMGT group undertakings Total (62,478) (16,198) 3,067 - (75,609) Other non-cash changes represent a reclassification of the DMGT loan from lessthan one year to more than one year following the new five year committedbanking facility entered into in October 2004. 8. Dividends Unaudited Unaudited Audited six months six months year ended ended ended March 31 March 31 September 30 2005 2004 2004 £000's £000's £000's Interim proposed 5.2p per share 4,587 4,398 4,397 (2004: 5.0p) Final paid 10p per share - - 8,798 4,587 4,398 13,195 Employees' Share Ownership (3) (3) (9) Trust dividend 4,584 4,395 13,186 The interim dividend of 5.2p (2004: 5.0p) will be paid on June 24 2005 toshareholders on the register on May 27 2005. It is expected that the shares willbe marked ex-dividend on May 25 2005. Holders of International DepositaryReceipts ("IDR") can receive their dividend on June 24 2005 by presentation ofcoupon number 36 to Dexia Banque Internationale a Luxembourg or to one of theiragents. Holders of IDRs may exchange their certificates, talon attached, for their newIDR certificates containing additional coupons, numbered 36 onwards from theDexia Banque Internationale a Luxembourg or one of their agents. 9. Earnings per share Unaudited Unaudited Audited six months six months year ended ended ended March 31 March 31 September 30 2005 2004 2004 £000's £000's £000's Basic earnings 6,017 5,437 16,014 Goodwill 2,840 3,504 6,357 amortization Exceptional 1,047 - 1,177 goodwill impairment (note 3) Adjusted earnings 9,904 8,941 23,548 before goodwill amortization and exceptional items Number Number Number 000's 000's 000's Weighted average 88,095 87,859 87,910 number of shares Shares held by the (59) (59) (59) Employees' Share Ownership Trust 88,036 87,800 87,851 Effect of dilutive 335 279 309 share options Diluted weighted 88,371 88,079 88,160 average number of shares Pence per share Pence per share Pence per share Basic earnings per 6.84 6.19 18.22 share Effect of dilutive (0.03) (0.02) (0.06) share options Diluted earnings 6.81 6.17 18.16 per share Effect of goodwill 3.21 3.98 7.21 amortization Effect of 1.19 - 1.34 exceptional goodwill impairment Adjusted diluted 11.21 10.15 26.71 earnings per share before goodwill amortization and exceptional items The adjusted diluted earnings per share figure has been disclosed since thedirectors consider it to give a more meaningful indication of the underlyingtrading performance. Independent Review Report to Euromoney Institutional Investor PLC Introduction We have been instructed by the company to review the financial information forthe six months ended March 31 2005 which comprises the profit and loss account,the balance sheet, the cash flow statement, the statement of total recognizedgains and losses, the reconciliation of movements in equity shareholders' fundsand related notes 1 to 9. We have read the other information contained in theinterim report and considered whether it contains any apparent misstatements ormaterial inconsistencies with the financial information. This report is made solely to the company in accordance with Bulletin 1999/4issued by the Auditing Practices Board. Our work has been undertaken so that wemight state to the company those matters that we are required to state to themin an independent review report and for no other purpose. To the fullest extentpermitted by law, we do not accept or assume responsibility to anyone other thanthe company, for our review work, for this report, or for the conclusions wehave formed.Directors' responsibilities The interim report, including the financial information contained therein, isthe responsibility of, and has been approved by, the directors. The directorsare responsible for preparing the interim report in accordance with the ListingRules of the Financial Services Authority which require that the accountingpolicies and presentation applied to the interim figures should be consistentwith those applied in preparing the preceding annual accounts except where anychanges, and the reasons for them, are disclosed. Review work performed We conducted our review in accordance with the guidance contained in Bulletin1999/4 issued by the Auditing Practices Board for use in the United Kingdom. Areview consists principally of making enquiries of group management and applyinganalytical procedures to the financial information and underlying financial dataand, based thereon, assessing whether the accounting policies and presentationhave been consistently applied unless otherwise disclosed. A review excludesaudit procedures such as tests of controls and verification of assets,liabilities and transactions. It is substantially less in scope than an auditperformed in accordance with United Kingdom auditing standards and thereforeprovides a lower level of assurance than an audit. Accordingly, we do notexpress an audit opinion on the financial information. Review conclusion On the basis of our review we are not aware of any material modifications thatshould be made to the financial information as presented for the six monthsended March 31 2005. Deloitte & Touche LLPChartered AccountantsLondonMay 18 2005 Directors and Advisors Chairman PM Fallon ++ Managing Director PR Ensor ++ Finance Director CR Jones DirectorsThe Viscount Rothermere *+Sir Patrick Sergeant *++(S)CJF Sinclair *+++NF OsbornDC CohenCR BrownJP Williams*(S)JC Botts*+++(S)E BounousSM BradyRT LamontD AlfanoG MuellerMJ CarrollCHC FordhamJ Gonzalez* * non-executive director+ member of the remuneration committee++ member of the nominations committee(S) member of the audit committee President Sir Patrick Sergeant Company Secretary CR Jones Registered Office Nestor House, Playhouse Yard, London EC4V 5EX Registered Number 954730 Auditors Deloitte & Touche LLP, London Solicitors Nabarro Nathanson, Lacon House, Theobald's Road, London WC1X 8RW Stockbrokers UBS, 1 Finsbury Avenue, London EC2M 2PP Depositary Dexia Banque Internationale a Luxembourg SA, 69 route d'Esch, 2953Luxembourg Agents of the DepositaryCiticorp Investment Bank (Switzerland), Bahnhofstrasse 63, PO Box 224, CH 8021ZurichCitibank NA, Citibank House, 336 Strand, London WC2R 1HB Registrars Capita IRG plc, The Registry, 34 Beckenham Road, Beckenham, Kent BR34TU Internet Sites Euromoney InstitutionalInvestorInternet Sites (all www.)absolutereturn.net iimemberships.comadhes.com iinews.comaircrafteconomics.com iiresearchgroup.comairfinancejournal.com iisearches.comairtrafficmanagement.net imn.orgasialaw.com institutionalinvestor.comasiamoney.com internationalglassreview.comassetfinance.com internationaltaxreview.combatteriesinternational.com isfmagazine.combusiness-meetings.co.uk latinfinance.comceicdata.com legalmediagroup.comchinalawandpractice.com managingip.comcoaltrans.com medadnews.comcorporatefinancemag.com misti.comdcgtraining.com mistieurope.comdealogic.com opi.netemergingmarkets.org petroleum-economist.comeuromoney.com pharmalive.comeuromoneybooks.com projectfinancemagazine.comeuromoneyconferences.com ravenfox.comeuromoneyleasetraining.com reactionsnet.comeuromoneyplc.com securities.comeuromoneyseminars.com sfinews.neteuromoneytraining.com tradefinancemagazine.comeuromoney-yearbooks.com usinsurer.comeuroweek.com worldoil.comexpertguides.comfinancialdirectories.comglobalagendamagazine.comglobalinvestormagazine.comglobaltelecomsbusiness.comgulfpub.com For further information on all Euromoneyhedgefundintelligence.com Institutional Investor products, call the Hotline on:hydrocarbonprocessing.comiflr.com (UK) +44 (0) 207 779 8999iflr1000.com (US) +1 800 437 9997 or +1 212 224 3570iiconferences.comiievents.comiijournals.com or e-mail to:iimarketplace.com [email protected] This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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