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Interim Results

14th May 2015 07:00

RNS Number : 1270N
Euromoney Institutional InvestorPLC
14 May 2015
 

 

Euromoney Institutional Investor PLC

Interim Financial Report 2015

 

Interim Results for the Six Months to March 31 2015

 

Chairman's Statement

 

 

 

 

Highlights

2015

 

2014

 

Change

 

 

 

 

 

 

Revenue

£197.7

m

£195.8

m

+1%

Adjusted results

 

 

 

 

 

• Adjusted operating profit

£50.5

m

£54.2

m

-7%

• Adjusted profit before tax

£53.4

m

£53.4

m

-

• Adjusted diluted earnings a share

34.1

p

32.0

p

+7%

Statutory results

 

 

 

 

 

• Operating profit

£90.3

m

£44.2

m

 

• Profit before tax

£93.3

m

£42.8

m

 

• Diluted earnings a share

63.4

p

25.0

p

 

Net debt*

£10.6

m

£37.6

m

-£27m

Interim dividend

7.00

p

7.00

p

-

 

 

 

 

 

 

A detailed reconciliation of the group's adjusted results is set out in the appendix to the Chairman's Statement and note 8.

* The comparative figure for net debt is at September 30 2014

 

 

· Revenue increased by 1% to £197.7m

· Underlying revenue excluding event timing differences also increased by 1%

· Adjusted profit before tax unchanged at £53.4m

· Adjusted operating margin reflects higher property and investment costs and impact of Dealogic transaction

· Net debt reduced by £27m to £10.6m

· Interim dividend maintained at 7p a share

· Continued progress rolling out Delphi content platform and good pipeline of new products

 

 

Commenting on the first half results, chairman Richard Ensor said:

 

"The first half performance reflects the continuing challenges facing the group's markets, with improving subscription revenues from our asset management products being offset by the continued pressures on the investment banking sector. 

 

"The second half has started as expected and the trading conditions described in these results are expected to continue during the second half. Our businesses are well placed in their respective markets and we will maintain our strategy of investing in new products, particularly using the Delphi content platform, to accelerate organic growth, and of exploring acquisition opportunities facilitated by our strong balance sheet."

 

Highlights

Euromoney Institutional Investor PLC, the international online information and events group, achieved an adjusted profit before tax of £53.4m for the six months to March 31 2015, against £53.4m for the same period in 2014. This is £7.4m more than the £46m guidance given in the pre-close trading update on March 26, 2015, largely as a result of the decision made subsequent to the period end to revise the estimated cost of the group's long-term incentive plan (CAP). Adjusted diluted earnings a share were 34.1p (2014: 32.0p) and the board has approved an unchanged interim dividend of 7.0p a share to be paid to shareholders on June 19 2015.

 

Total revenues increased by 1% to £197.7m and underlying revenues excluding event timing differences also increased by 1%. The underlying 2% growth in subscription revenues in the first quarter continued into the second, but the performance of advertising deteriorated. In contrast, excluding timing differences, underlying event revenues performed better in the second quarter, helped by growth from some of our large annual events in the wholesale telecoms and specialist finance markets.

 

Adjusted operating profits fell by 7%. As expected, the first half adjusted operating margin fell from 28% to 26% reflecting the impact of higher property and investment costs as well as the impact of the loss of contribution from the sale of the Capital DATA joint venture.

 

The unchanged adjusted profit before tax reflects both a £2.5m credit (2014: £nil) following the change in estimated cost of the CAP and an increase of £1.2m in the underlying share of results in associates following the Dealogic transaction.

 

The statutory profit before tax of £93.3m was significantly higher than the adjusted profit before tax as a result of gains realised on a number of assets sold during the period, including a profit of £48.4m on the disposal to Dealogic of the group's interests in its Capital DATA and Capital NET joint ventures, and adjustments to the value of acquisition option commitments, partly offset by goodwill impairment charges.

 

The increase in adjusted diluted earnings a share reflects the benefit of a lower underlying tax rate and a reduction in the number of shares in issue following last year's share buy-back.

 

Net debt at March 31 was £10.6m compared with £37.6m at year end. The decrease in net debt reflects the group's strong operating cash flows, and proceeds of £19.0m from the sale of properties and other assets partly offset by the payment of deferred acquisition consideration of £11.6m.

 

As previously highlighted, trading conditions have remained challenging throughout the period, particularly in the investment banking sector which accounts for roughly half the group's revenues, where activities in the fixed income, currency and commodity markets have remained under pressure. In contrast, the group's businesses serving the asset management industry have continued to perform well and emerging markets provide opportunities for growth. 

 

On April 9, the company announced the appointment of Andrew Rashbass as executive chairman to succeed Richard Ensor who retires at the end of September 2015. A general meeting will be held on June 1 when shareholder approval will be sought for a revised remuneration policy and the introduction of a new long-term incentive plan to implement the proposed remuneration arrangements for Mr Rashbass. A separate Regulatory News Service announcement and shareholder circular are being issued in connection with this general meeting.

 

Strategy

Euromoney's strategy remains the building of a robust and tightly focused global online information business with an emphasis on emerging markets. This strategy is being executed through increasing the proportion of revenues derived from electronic subscription products; investing in technology to drive the online migration of the group's products as well as developing new electronic information services; building large, must-attend annual events; maintaining products of the highest quality; eliminating products with a low margin or too high a dependence on print advertising; maintaining tight cost control; retaining and fostering an entrepreneurial culture; and using a healthy balance sheet and strong cash flows to fund selective acquisitions and strategic investments.

 

The group has increased its investment in technology and digital products and accelerated the roll-out of its new Delphi digital platform for authoring, storing and delivering content. Delphi will improve the quality of Euromoney's existing subscription products and increase the speed to market of new digital information services. BCA Research, the group's largest business, is already benefiting from its investments in new products on the Delphi platform. These include BCA Analytics, a standalone interactive charting tool, and BCA Edge, a fully integrated online research service. Delphi is also helping BCA accelerate the development of new research services in developed, emerging and frontier markets.

 

Euromoney is looking to build new products on the Delphi platform across all sectors. Recent examples include TelCap, the group's wholesale telecoms information business, which is launching Capacity Intelligence, an online subscription-based database providing proprietary information on telecoms companies, M&A activity and partnership data, and HedgeFund Intelligence which is building the world's most sophisticated relationship database of hedge fund performance.

 

The group's largest current investment is the Investor Intelligence Network and the Manager Intelligence Network for Institutional Investor. This is a capital introduction network which brings together online institutional investors and asset managers from around the world in two separate but linked digital communities that allow them to connect, share knowledge and put capital to work. This disruptive technology connects buyers, sellers and intermediaries in the asset management industry. Revenues will come from capital introduction fees, data services, platform fees and, subject to regulatory approval being obtained, the ability to charge basis points on capital placed.

 

Euromoney also continues to invest in its emerging market businesses. A good example is CEIC Data, the provider of the most expansive and accurate macro-economic data on developing economies around the world. It is launching an online China Discovery demographic product which provides long-term actionable insights on China's markets by using detailed Chinese macroeconomic data, demographic information and proprietary demographic forecasts. In addition, CEIC Data is launching an ASEAN Premium database which will provide the most accurate and reliable macro-economic data and consensus forecast reports covering the ASEAN countries.

 

Events are a major element of the group's growth strategy. It aims to run leading, must-attend, annual events across its sectors, and continues to launch new events. As part of its strategy to build on its strength in the global commodities sector, in July 2014 the group acquired Investing in African Mining Indaba ("Mining Indaba"), the largest mining event in emerging markets and the world's largest investment in mining event. Mining Indaba was run for the first time under the group's ownership in Cape Town in February 2015, and leveraged its strong links to institutional investors and governments to enhance the investor content and networking opportunities which have been at the heart of Mining Indaba's success. The event achieved revenues of £9.2m and attracted more than 6500 attendees and 400 exhibitors and sponsors.

 

Acquisitions remain integral to the group's growth strategy. In addition to the Mining Indaba deal, in December last year the group invested alongside the Carlyle Group to acquire Dealogic Holdings plc ("Dealogic"). This investment in 15.5% of Dealogic's equity fits Euromoney's strategy of expanding the scope of its activities in the global financial technology sector. Dealogic, with its strong brand and global use among investment banks, offers Euromoney attractive strategic and financial upside. Euromoney's investment was funded through the sale to Dealogic of its interests in two businesses, Capital DATA and Capital NET, which Dealogic and Euromoney had jointly operated since the 1980s. The transaction valued Euromoney's participation in these two businesses at $85m, comprising equity in Dealogic of $59m and cash and preference shares of $26m. The Dealogic transaction has significant long-term financial upside but, as highlighted at the time of the transaction, in the short-term the loss of earnings from the Capital DATA and Capital NET arrangements will more than offset the group's share of profits from the Dealogic associate and is expected to lead to after-tax earnings dilution of approximately 2% in 2015.

 

As always the group's operating cash flows remain strong and it is close to being in a position of holding net cash on its balance sheet for the first time since the acquisition of Institutional Investor in 1997. The group's balance sheet provides it with significant acquisition capacity and it continues to look for acquisitions of leading cross-border business-to-business digital and event businesses.

 

Currency Movements

The group generates approximately two thirds of both its revenues (including approximately a third of its UK revenues) and profit before tax in US dollars. The exposure to US dollar revenues in its UK businesses is hedged using forward contracts to sell US dollars, which delays the impact of movements in exchange rates for at least a year. However, the group does not hedge the foreign exchange risk on the translation of overseas profits. While it endeavours to match foreign currency borrowings with investments, as debt levels have fallen the related foreign currency finance cost has been of only limited benefit as a hedge against the translation of overseas profits.

 

The recent strength of the US dollar has had a favourable impact on the translation of overseas profits in the first half when the average sterling-US dollar rate was $1.56 (2014: $1.64). This increased headline revenue growth rates for the period by approximately three percentage points and increased adjusted profit before tax by nearly £3m. The recent US dollar rate of $1.55 compares favourably with an average of $1.67 for the second half of last year, and each one cent variation will increase profits on translation by approximately £0.6m on an annualised basis.

 

The revenue tables below show headline growth rates as well as those at constant currency. Underlying revenue growth rates exclude the impact of acquisitions and currency movements but not event timing differences.

 

Trading Review

Total revenue for the period increased by 1% to £197.7m and underlying revenues excluding event timing differences also increased by 1%.

 

 

 

 

 

 

 

Underlying

Underlying

 

 

 

 

Change at

change at

change

 

 

 

 

constant

constant

excluding

 

HY2015

HY2014

Headline

exchange

exchange

timing

Revenue

£m

£m

change

 rates

 rates

differences

 

 

 

 

 

 

 

Subscriptions

103.6

98.7

5%

2%

2%

2%

Advertising

20.0

21.5

(7%)

(11%)

(11%)

(11%)

Sponsorship

26.3

23.7

11%

7%

(2%)

6%

Delegates

39.0

36.2

8%

7%

(12%)

3%

Other

6.3

6.5

(3%)

(5%)

(6%)

(6%)

Sold/closed businesses

1.5

8.6

-

-

-

-

Foreign exchange gains on forward contracts

1.0

0.6

-

-

-

-

Total revenue

197.7

195.8

1%

(2%)

(3%)

1%

Less: revenue from acquisitions/disposals

(9.2)

(7.0)

-

-

 

 

Underlying revenue

188.5

188.8

-

(3%)

 

 

 

 

 

The investment banking industry experienced challenging market conditions throughout 2014. Despite an improved set of first quarter results from many of the global investment banks, there is little sign of them expanding their front office headcount or increasing spend on marketing and information buying. Metals and commodities markets also remain tough.

 

In contrast, the prospects for the asset management sector remain encouraging and improving demand for subscription services, particularly related to data and research products, has been borne out in resilient subscription revenues. Emerging markets, which account for more than a third of the group's revenues, have also proved resilient despite the uncertain geopolitical outlook in some regions.

 

The main driver of first half underlying revenue growth (excluding event timing differences) was a 6% increase in event sponsorship, largely from good growth from the group's larger wholesale telecoms and specialist finance conferences, while underlying delegate revenues increased by 3% helped by an upturn in training revenues. Underlying subscription revenues continued the steady 2014 trend of 2% growth primarily from products serving the asset management sector. Underlying advertising revenues, heavily dependent on banks, have continued to decline and at a faster rate than in 2014.

 

As highlighted in previous trading updates, the adjusted operating margin was expected to be at least two percentage points lower than last year due to the impact of higher property and investment costs as well as the impact of the Dealogic transaction. The increase in property costs follows the group's relocation of its London offices in December 2014, which has increased operating costs by approximately £2m a year. The increase in investment costs reflects the commencement of the amortisation of the cost of building the Delphi content platform and its day-to-day running costs, which total approximately £4m a year. The Dealogic transaction was completed at the end of December 2014 and will reduce Euromoney's subscription revenues and adjusted operating profits by £5.7m on an annualised basis, and by £1.7m in the first half.

 

Business Review

 

 

 

 

 

 

Underlying

Underlying

 

 

 

 

 

 

Change at

change at

change

Operating

Operating

 

 

 

 

constant

constant

excluding

margin

margin

 

HY2015

HY2014

Headline

exchange

exchange

timing

HY2015

HY2014

Revenue

£m

£m

change

 rates

 rates

differences

%

%

 

 

 

 

 

 

 

 

 

Research and data

62.0

60.9

2%

(1%)

(1%)

(1%)

33%

38%

Financial publishing

33.6

34.2

(2%)

(4%)

(4%)

(4%)

23%

25%

Business publishing

31.6

30.3

4%

1%

1%

1%

30%

29%

Conferences, seminars and training

68.0

61.2

11%

8%

(7%)

5%

29%

29%

Sold/closed businesses

1.5

8.6

-

-

-

-

-

-

Foreign exchange gains on forward contracts

1.0

0.6

-

-

-

-

-

-

Total revenue

197.7

195.8

1%

(2%)

(3%)

1%

26%

28%

Less: revenue from acquisitions/disposals

(9.2)

(7.0)

-

-

 

 

 

 

Underlying revenue

188.5

188.8

-

(3%)

 

 

 

 

 

 

Research and Data: underlying revenues, which are derived predominantly from subscriptions, decreased by 1%. A strong asset management sector particularly in the US helped renewal rates improve at BCA and it continues to see a gradual improvement in its rate of revenue growth. Growth has also come from CEIC, the group's emerging market information and data business, and SRP, a leading provider of structured retail products information, although this was offset by weaker performances from NDR and EMIS. The adjusted operating margin declined by 5% points to 33% due to the commencement of amortisation at BCA of its Delphi content platform, investment at CEIC in content automation and new products, and sales investment at EMIS.

 

Financial Publishing: underlying revenues decreased by 4% reflecting continued weakness in bank advertising revenues for its main titles, Euromoney, Institutional Investor and GlobalCapital. In contrast subscription revenues for financial products increased by 6% with strong growth from the group's recently acquired international insurance and reinsurance business, Insider Publishing, and the exchange traded derivatives market data business, FOW TRADEDATA, while GlobalCapital is starting to see the benefits of the Delphi content platform investment. The adjusted operating margin declined from 25% to 23% reflecting the commencement of amortisation of the cost of GlobalCapital's Delphi content platform and increased technology spend for IJ Global.

 

Business Publishing: underlying revenues increased by 1%, mostly due to a strong performance from TelCap, the group's wholesale telecoms publishing and events business. Metal Bulletin's revenues have held up well despite the tough commodity markets, whereas the group's energy publishing businesses, Petroleum Economist and Gulf Publishing, which are mainly advertising driven, were inevitably weaker. The adjusted operating margin improved from 29% to 30% following the good performance of TelCap and an improving margin for Metal Bulletin following a period of investment in its steel information service and pricing database.

 

Conferences, Seminars and Training:underlying event revenues decreased by 7% due to the unfavourable timing of a number of events. These include a biennial event not held this year, one of the group's largest structured finance events which was moved from October to September in 2014, and other smaller timing differences. Excluding timing, underlying event revenues increased by 5% with strong growth from Institutional Investor's subscription-based memberships for the asset management industry following the launch of new institutes for the defined contribution and Middle East markets. The training business also had an encouraging improvement in revenues. Markets for commodities-related events including metals and coal have been more challenging. The adjusted operating margin for the division remained steady at 29%. Mining Indaba achieved revenues of £9.2m the first time it was run under Euromoney ownership.

 

Financial Review

The unchanged adjusted profit before tax of £53.4m compares to a 7% decline in adjusted operating profits. This reflects both a £2.5m credit (2014: £nil) following the change in estimated cost of the CAP (see below), and an increase of £1.2m in the underlying share of results in associates following the Dealogic transaction.

 

The increase in adjusted diluted earnings a share reflects the benefit of a lower underlying tax rate and a reduction in the number of shares in issue following last year's share buy-back. The adjusted effective tax rate for the first half was 19% against 23% for the same period in 2014. The adjusted effective tax rate for the full year is also expected to be 19%. The tax rate in each period depends mainly on the geographic mix of profits and applicable tax rates. The group continues to benefit from reductions in the UK corporate tax rate.

 

The statutory profit before tax of £93.3m is nearly £40m higher than the adjusted profit before tax as a result of a net exceptional credit of £45.8m (see below), most of it arising from profits realised on assets sold during the period, and adjustments to the value of acquisition option commitments, partly offset by goodwill impairment charges. A detailed reconciliation of the group's adjusted and statutory results is set out in the appendix to this statement.

 

Exceptional Items

 

 

 

HY2015

HY2014

FY2014

 

£m

£m

£m

 

 

 

 

Profit on disposal of associate and investment held for sale

48.4

-

-

Profit on disposal of business

2.4

-

6.8

Profit on disposal of property, plant and equipment

4.3

-

-

 

55.1

-

6.8

Goodwill impairment

(7.8)

-

-

Restructuring and other exceptional costs

(1.5)

(1.3)

(3.8)

Impairment of carrying value of associate

-

-

(0.4)

 

45.8

(1.3)

2.6

 

 

During the period the group disposed of its interests in a number of assets for a profit on disposal of £55.1m. Most of this gain relates to the sale of group's interests Capital DATA and Capital NET as part of the Dealogic transaction. The group also sold four of its Institutional Investor Intelligence newsletter titles as well as a number of freehold and leasehold properties as part of the relocation of its London headquarters.

 

In April 2013 the group acquired a 75% equity interest in Centre for Investor Education ("CIE") for a £5.6m initial consideration and a further £4.6m paid following the determination of the final 2013 calendar year profits, with a commitment to acquire the remaining 25% by early 2016. At September 30 2014 that acquisition commitment liability plus deferred acquisition consideration was valued at £5.2m. As part of the local statutory audit of CIE for the year to September 30 2014 a number of governance and financial irregularities were identified which remain subject to legal resolution. As a result of these irregularities, the former owner-managers of CIE have been replaced and a number of adjustments have been made to the group's investment in CIE. The acquisition goodwill has been subject to an impairment charge of £3.0m included above. In addition, the group has revised its prior estimate of acquisition commitments in respect of CIE which has given rise to a credit of £5.2m included in net finance income.

 

The remaining £4.8m charge for goodwill impairment relates to HedgeFund Intelligence ("HFI"), the group's information and events business serving the hedge fund industry. HFI was acquired in 2003 before the current IFRS rules for the treatment of acquisition goodwill and intangibles applied. The performance of the business since the last year end has been disappointing and while we are investing in the HFI product by moving it onto the Delphi content platform this year, the benefit of this investment has been ignored for the purposes of the goodwill valuation.

 

Restructuring and other exceptional costs of £1.5m cover the reorganisation of certain businesses initiated in the first half due to the challenging financial markets, costs relating to the relocation of the group's London headquarters, and professional fees resulting from the CIE dispute.

 

Net Debt, Cash Flow and Dividend

Net debt at March 31 was £10.6m compared with £37.6m at year end. The decrease reflects the group's strong operating cash flows, and proceeds of £19m from the sale of the group's London properties and other assets partly offset by a payment of £11.5m to satisfy the remaining deferred consideration on the acquisition of Insurance Insider.

 

The group's operating cash flows are traditionally weighted in favour of the second half due to the payment of annual profit shares and incentives in the first half. The group's underlying operating cash conversion rate for the first half was 105% compared to an underlying rate of 103% for the first half of 2014.

 

The group's debt is provided through a dedicated multi-currency borrowing facility from Daily Mail and General Trust plc (DMGT), the group's parent. The total maximum borrowing capacity is US$160m (£108m). This facility expires in April 2016 and the group intends to replace it with a new borrowing facility, the amount and terms of which will depend on its expected borrowing requirements at the time.

 

The company's policy is to distribute a third of its after-tax earnings by way of dividends, with approximately one third of the total dividend paid as an interim. Adjusted diluted earnings a share have increased by 7% to 34.1p (2014: 32.0p), and in view of the continued challenging markets the board has decided to approve an unchanged interim dividend of 7.0p a share, to be paid on June 19 to shareholders on the register on May 23.

 

Capital Appreciation Plan (CAP)

The CAP is the long-term incentive scheme designed to retain and reward those who drive the group's profit growth and has been an integral part of its successful growth strategy since it was first introduced in 2004. Shareholders approved the introduction of CAP 2014 at the AGM in January 2014 and initial awards under the new CAP were granted in June 2014 to approximately 250 senior employees and executive directors. The vesting of CAP awards depends on the group satisfying certain financial performance tests by the end of financial year 2017.

 

The cost of the CAP is amortised over its expected life including the vesting period. In 2014, the group commenced amortisation of the new CAP on the basis that the minimum performance target would be achieved in 2017. This would give rise to a total CAP cost of £30m. The achievement of the CAP performance target is dependent on a number of factors, including the health of financial markets, the success of acquisitions and disposals, the return on the group's digital investment, and exchange rates. In light of the continuing uncertainty over financial markets and exchange rates, as well as the difficulties of forecasting M&A activity and investment returns, management has concluded that it cannot forecast with the required degree of certainty that the minimum performance target will be achieved. Accordingly the CAP expense of £2.5m charged in the second half of 2014 has been reversed in the first half of this year, and no further CAP cost is being amortised in 2015.

 

Notwithstanding the accounting treatment of the CAP cost, the group continues to pursue the acquisition of high growth businesses and to invest in its digital transformation, and the CAP remains an important part of the incentive arrangements for delivering this growth strategy.

 

Outlook

Consistent with the trends outlined in these results, market conditions remain challenging, particularly in the investment banking sector and in the metals and commodities markets. In contrast, the group's businesses serving the asset management industry have remained robust while emerging markets present opportunities for growth. The second half has started as expected and the challenging trading conditions are expected to continue for the foreseeable future, although the sterling-US dollar rate is favourable and is expected to have a positive impact on headline revenues and the translation of overseas profits in the period.

 

The group intends to maintain its strategy of investing in new products and digital publishing, particularly using the Delphi content platform, to accelerate organic growth, and of using its strong balance sheet and cash flows to fund further acquisitions.

 

 

 

Richard Ensor

Chairman

May 13 2015

 

END

 

 

For further information, please contact:

 

Euromoney Institutional Investor PLC

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

Christopher Fordham, Managing Director: +44 20 7779 8057; [email protected]

Colin Jones, Finance Director: +44 20 7779 8666; [email protected]

 

FTI Consulting

Charles Palmer: +44 20 3727 1400; [email protected]

 

 

CAUTIONARY STATEMENT

This Interim Financial Report (IFR) has been prepared solely to provide additional information to shareholders to assess the Euromoney group's results and strategy and the potential for that strategy to succeed. The IFR should not be relied on by any other party for any other purpose. This IFR contains certain forward-looking statements. These statements are made by the directors in good faith based on the information available to them up to the time of their approval of this report but such statements should be treated with caution due to the inherent uncertainties, including both economic and business risk factors, underlying any such forward-looking information.

 

NOTE TO EDITORS

Euromoney Institutional Investor PLC (www.euromoneyplc.com) is listed on the London Stock Exchange and is 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 owns more than 70 brands including Euromoney, Institutional Investor and Metal Bulletin, and is a leading provider of economic and investment research and data under brands including BCA Research, Ned Davis Research, and the emerging market information providers, EMIS and CEIC. It also runs an extensive portfolio of conferences, seminars and training courses for the financial and commodities markets. The group's main offices are in London, New York, Montreal and Hong Kong and more than a third of its revenues are derived from emerging markets.

 

 

Appendix to Chairman's Statement

 

 

Reconciliation of Consolidated Income Statement to adjusted results for the six months ended March 31 2015

The reconciliation below sets out the adjusted results of the group and the related adjustments to the Condensed Consolidated Income Statement that the directors consider necessary in order to provide an indication of the underlying trading performance.

 

 

 

 

 

Unaudited

 six months

 ended

 March 31

 

 

Unaudited

six months

 ended

 March 31

 

 

Audited year ended Sept 30

 

 

 

Adjust-

2015

 

Adjust-

2014

 

Adjust-

2014

 

 

Adjusted

ments

Total

Adjusted

ments

Total

Adjusted

ments

Total

 

Notes

£000's

£000's

£000's

£000's

£000's

£000's

£000's

£000's

£000's

 

 

 

 

 

 

 

 

 

 

 

Total revenue

2

197,688

-

197,688

195,800

-

195,800

406,559

-

406,559

 

 

 

 

 

 

 

 

 

 

 

Adjusted operating profit

2

50,492

-

50,492

54,181

-

54,181

119,809

-

119,809

Acquired intangible amortisation

11

-

(8,522)

(8,522)

-

(8,684)

(8,684)

-

(16,735)

(16,735)

Long-term incentive credit/(expense)

 

2,536

-

2,536

-

-

-

(2,367)

-

(2,367)

Exceptional items

4

-

45,797

45,797

-

(1,298)

(1,298)

-

2,630

2,630

 

 

 

 

 

 

 

 

 

 

 

Operating profit

 

53,028

37,275

90,303

54,181

(9,982)

44,199

117,442

(14,105)

103,337

Share of results in associates

10

1,197

(1,159)

38

157

-

157

264

-

264

Finance income

5

219

5,148

5,367

43

-

43

248

1,298

1,546

Finance expense

5

(1,085)

(1,312)

(2,397)

(967)

(611)

(1,578)

(1,799)

(1,873)

(3,672)

Net finance income/(costs)

5

(866)

3,836

2,970

(924)

(611)

(1,535)

(1,551)

(575)

(2,126)

 

 

 

 

 

 

 

 

 

 

 

Profit before tax

 

53,359

39,952

93,311

53,414

(10,593)

42,821

116,155

(14,680)

101,475

Tax expense on profit

6

(10,396)

(2,858)

(13,254)

(12,235)

1,587

(10,648)

(25,722)

112

(25,610)

Profit for the period

 

42,963

37,094

80,057

41,179

(9,006)

32,173

90,433

(14,568)

75,865

 

 

 

 

 

 

 

 

 

 

 

Attributable to:

 

 

 

 

 

 

 

 

 

 

Equity holders of the parent

 

43,106

37,094

80,200

40,925

(9,006)

31,919

89,832

(14,568)

75,264

Equity non-controlling interests

 

(143)

-

(143)

254

-

254

601

-

601

 

 

42,963

37,094

80,057

41,179

(9,006)

32,173

90,433

(14,568)

75,865

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per share

8

34.09p

29.34p

63.43p

31.99p

(7.03)p

24.96p

70.60p

(11.45)p

59.15p

 

Adjusted figures are presented before the impact of amortisation of acquired intangible assets (comprising trademarks and brands, databases and customer relationships), exceptional items, and movements in acquisition deferred consideration and acquisition commitments. In respect of earnings adjusted amounts reflect a tax rate that includes the current tax effect of the goodwill and intangible assets.

 

Further analysis of the adjusting items is presented in notes 4, 5, 6, 8, 10 and 11 to the Consolidated Condensed Interim Financial Report.

 

 

Condensed Consolidated Income Statement

for the six months ended March 31 2015

 

 

 

 

Unaudited

 six months

 ended

 March 31

Unaudited

 six months

 ended

 March 31

Audited

 year

 ended

 Sept 30

 

 

2015

2014

2014

 

Notes

£000's

£000's

£000's

 

 

 

 

 

Total revenue

2

197,688

195,800

406,559

 

 

 

 

 

Operating profit before acquired intangible amortisation, long-term incentive credit/(expense) and exceptional items

2

50,492

54,181

119,809

Acquired intangible amortisation

11

(8,522)

(8,684)

(16,735)

Long-term incentive credit/(expense)

 

2,536

-

(2,367)

Exceptional items

4

45,797

(1,298)

2,630

 

 

 

 

 

Operating profit

2

90,303

44,199

103,337

Share of results in associates

10

38

157

264

Finance income

5

5,367

43

1,546

Finance expense

5

(2,397)

(1,578)

(3,672)

Net finance income/(costs)

5

2,970

(1,535)

(2,126)

 

 

 

 

 

Profit before tax

 

93,311

42,821

101,475

Tax expense on profit

6

(13,254)

(10,648)

(25,610)

Profit for the period

2

80,057

32,173

75,865

 

 

 

 

 

 

 

 

 

 

Attributable to:

 

 

 

 

Equity holders of the parent

 

80,200

31,919

75,264

Equity non-controlling interests

 

(143)

254

601

 

 

80,057

32,173

75,865

 

 

 

 

 

Basic earnings per share

8

63.47p

25.23p

59.49p

Diluted earnings per share

8

63.43p

24.96p

59.15p

Adjusted basic earnings per share

8

34.11p

32.35p

71.00p

Adjusted diluted earnings per share

8

34.09p

31.99p

70.60p

Dividend per share (including proposed dividends)

7

7.00p

7.00p

23.00p

 

 

A detailed reconciliation of the group's statutory results to the adjusted results is set out in the appendix to the Chairman's Statement on page 9.

 

 

Condensed Consolidated Statement of Comprehensive Income

for the six months ended March 31 2015

 

 

 

Unaudited

 six months

 ended

 March 31

Unaudited

 six months

 ended

 March 31

Audited

 year

 ended

 Sept 30

 

2015

2014

2014

 

£000's

£000's

£000's

 

 

 

 

Profit for the period

80,057

32,173

75,865

 

 

 

 

Items that may be reclassified subsequently to profit or loss:

 

 

 

Change in fair value of cash flow hedges

(6,630)

953

(1,642)

Transfer of gains on cash flow hedges from fair value reserves to Income Statement:

 

 

 

Foreign exchange gains in total revenue

1,648

119

990

Foreign exchange gains in operating profit

289

126

164

Net exchange differences on translation of net investments in overseas subsidiary undertakings

31,631

(8,791)

(207)

Translation reserves recycled to Income Statement

-

-

(482)

Net exchange differences on translation of net assets on businesses held-for-sale

-

(85)

-

Net exchange differences on foreign currency loans

(10,863)

1,257

(3,448)

Tax on items that may be reclassified

798

(325)

36

 

 

 

 

Items that will not be reclassified to profit or loss:

 

 

 

Actuarial gains/(losses) on defined benefit pension schemes

1,098

(961)

(2,297)

Tax (charge)/credit on actuarial gains/losses on defined benefit pension schemes

(220)

192

459

 

 

 

 

Other comprehensive income/(expense) for the period

17,751

(7,515)

(6,427)

 

 

 

 

Total comprehensive income for the period

97,808

24,658

69,438

 

 

 

 

Attributable to:

 

 

 

Equity holders of the parent

97,540

25,091

69,418

Equity non-controlling interests

268

(433)

20

 

97,808

24,658

69,438

 

 

 

Condensed Consolidated Statement of Financial Position

as at March 31 2015

 

 

 

 

Unaudited

 as at

 March 31

Unaudited

 as at

 March 31

Audited

as at

Sept 30

 

 

2015

2014

2014

 

Notes

£000's

£000's

£000's

Non-current assets

 

 

 

 

Intangible assets

 

 

 

 

Goodwill

11

397,402

354,052

383,934

Other intangible assets

11

160,618

145,763

161,509

Property, plant and equipment

 

9,766

16,168

16,924

Investment in associate

10

31,952

859

72

Investment in joint venture

10

34

-

-

Deferred consideration

15

1,886

-

1,532

Deferred tax assets

 

-

2,458

-

Derivative financial instruments

 

354

159

179

 

 

602,012

519,459

564,150

Current assets

 

 

 

 

Trade and other receivables

 

99,823

78,523

79,845

Deferred consideration

15

323

-

354

Current income tax assets

 

7,035

10,531

6,470

Group relief receivable

 

-

-

613

Cash at bank and in hand

 

8,611

14,153

8,571

Derivative financial instruments

 

2,840

3,300

2,611

Total assets of businesses held-for-sale

 

-

3,783

-

 

 

118,632

110,290

98,464

Current liabilities

 

 

 

 

Acquisition commitments

15

-

(2,347)

(2,088)

Deferred consideration

15

-

(10,456)

(10,389)

Trade and other payables

 

(29,536)

(27,901)

(25,385)

Liability for cash-settled options

 

(71)

(419)

(147)

Current income tax liabilities

 

(15,671)

(13,809)

(9,125)

Group relief payable

 

(1,100)

(1,260)

-

Accruals

 

(40,625)

(35,798)

(47,973)

Deferred income

12

(138,711)

(129,907)

(122,263)

Loan notes

 

(400)

(654)

(490)

Bank overdrafts

 

(406)

-

-

Derivative financial instruments

 

(6,186)

(688)

(1,322)

Provisions

 

(1,343)

(1,794)

(2,164)

Total liabilities of businesses held-for-sale

 

-

(2,770)

-

 

 

(234,049)

(227,803)

(221,346)

Net current liabilities

 

(115,417)

(117,513)

(122,882)

Total assets less current liabilities

 

486,595

401,946

441,268

 

 

 

 

 

Non-current liabilities

 

 

 

 

Acquisition commitments

15

(8,984)

(12,400)

(11,277)

Liability for cash-settled options and other non-current liabilities

 

(259)

(406)

(804)

Preference shares

 

(10)

(10)

(10)

Committed loan facility

 

(18,422)

(42,125)

(45,677)

Deferred tax liabilities

 

(19,648)

(17,761)

(19,101)

Net pension deficit

 

(3,511)

(3,649)

(4,787)

Derivative financial instruments

 

(687)

(54)

(385)

Provisions

 

(3,198)

(2,181)

(2,704)

 

 

(54,719)

(78,586)

(84,745)

Net assets

 

431,876

323,360

356,523

Shareholders' equity

 

 

 

 

Called up share capital

14

320

320

320

Share premium account

 

102,488

101,977

102,011

Other reserve

 

64,981

64,981

64,981

Capital redemption reserve

 

8

8

8

Own shares

 

(21,582)

(16,681)

(21,582)

Reserve for share-based payments

 

37,123

37,122

39,158

Fair value reserve

 

(28,760)

(18,229)

(22,259)

Translation reserve

 

58,871

30,986

36,706

Retained earnings

 

212,112

115,084

149,564

Equity shareholders' surplus

 

425,561

315,568

348,907

Equity non-controlling interests

 

6,315

7,792

7,616

Total equity

 

431,876

323,360

356,523

 

A reconciliation of net debt is set out in the note to the Condensed Consolidated Statement of Cash Flows on page 15.

 

 

 

Condensed Consolidated Statement of Changes in Equity

for the six months ended March 31 2015

 

 

 

 

 

 

 

 

Reserve

 

 

 

 

 

 

 

 

 

 

 

 

for

 

 

 

 

Equity

 

 

 

 

 

Capital

 

share-

 

 

 

 

non-

 

 

 

Share

 

redemp-

 

based

Fair

Trans-

 

 

control-

 

 

Share

premium

Other

tion

Own

pay-

value

lation

Retained

 

ling

 

 

capital

account

reserve

reserve

shares

ments

reserve

reserve

earnings

Total

interests

Total

 

£000's

£000's

£000's

£000's

£000's

£000's

£000's

£000's

£000's

£000's

£000's

£000's

 

 

 

 

 

 

 

 

 

 

 

 

 

At September 30 2013

316

101,709

64,981

8

(74)

37,122

(20,216)

38,707

102,959

325,512

8,247

333,759

Profit for the year

-

-

-

-

-

-

-

-

75,264

75,264

601

75,865

Other comprehensive expense for the year

-

-

-

-

-

-

(2,043)

(2,001)

(1,802)

(5,846)

(581)

(6,427)

Total comprehensive income for the year

-

-

-

-

-

-

(2,043)

(2,001)

73,462

69,418

20

69,438

Exercise of acquisition commitments

-

-

-

-

-

-

-

-

176

176

(176)

-

Adjustment arising from change in non-controlling interest

-

-

-

-

-

-

-

-

44

44

114

158

Credit for share-based payments

-

-

-

-

-

2,036

-

-

-

2,036

-

2,036

Cash dividends paid

-

-

-

-

-

-

-

-

(28,771)

(28,771)

(589)

(29,360)

Own shares acquired

-

-

-

-

(21,508)

-

-

-

-

(21,508)

-

(21,508)

Exercise of share options

4

302

-

-

-

-

-

-

-

306

-

306

Tax relating to items taken directly to equity

-

-

-

-

-

-

-

-

1,694

1,694

-

1,694

At September 30 2014

320

102,011

64,981

8

(21,582)

39,158

(22,259)

36,706

149,564

348,907

7,616

356,523

Profit for the period

-

-

-

-

-

-

-

-

80,200

80,200

(143)

80,057

Other comprehensive income/(expense) for the period

-

-

-

-

-

-

(6,501)

22,165

1,676

17,340

411

17,751

Total comprehensive income for the period

-

-

-

-

-

-

(6,501)

22,165

81,876

97,540

268

97,808

Exercise of acquisition commitments

-

-

-

-

-

-

-

-

59

59

(59)

-

Adjustment arising from change in non-controlling interest

-

-

-

-

-

-

-

-

1,071

1,071

(1,071)

-

Credit for share-based payments

-

-

-

-

-

(2,035)

-

-

-

(2,035)

-

(2,035)

Cash dividends paid

-

-

-

-

-

-

-

-

(20,213)

(20,213)

(439)

(20,652)

Exercise of share options

-

477

-

-

-

-

-

-

-

477

-

477

Tax relating to items taken directly to equity

-

-

-

-

-

-

-

-

(245)

(245)

-

(245)

At March 31 2015

320

102,488

64,981

8

(21,582)

37,123

(28,760)

58,871

212,112

425,561

6,315

431,876

 

 

As part of the local statutory audit of Centre for Investor Education ("CIE") for the year to September 30 2014 a number of governance and financial irregularities were identified which remain subject to legal resolution. As a result of these irregularities, management has made a number of adjustments to the group's investment in CIE, including an adjustment of £1.1m for the reversal of the non-controlling interests through reserves.

 

 

Condensed Consolidated Statement of Changes in Equity

for the six months ended March 31 2014

 

 

 

 

 

 

 

 

Reserve

 

 

 

 

 

 

 

 

 

 

 

 

for

 

 

 

 

Equity

 

 

 

 

 

Capital

 

share-

 

 

 

 

non-

 

 

 

Share

 

redemp-

 

based

Fair

Trans-

 

 

control-

 

 

Share

premium

Other

tion

Own

pay-

value

lation

Retained

 

ling

 

 

capital

account

reserve

reserve

shares

ments

reserve

reserve

earnings

Total

interests

Total

 

£000's

£000's

£000's

£000's

£000's

£000's

£000's

£000's

£000's

£000's

£000's

£000's

 

 

 

 

 

 

 

 

 

 

 

 

 

At September 30 2013

316

101,709

64,981

8

(74)

37,122

(20,216)

38,707

102,959

325,512

8,247

333,759

Profit for the period

-

-

-

-

-

-

-

-

31,919

31,919

254

32,173

Other comprehensive income for the period

-

-

-

-

-

-

1,987

(7,721)

(1,094)

(6,828)

(687)

(7,515)

Total comprehensive income for the period

-

-

-

-

-

-

1,987

(7,721)

30,825

25,091

(433)

24,658

Exercise of acquisition commitments

-

-

-

-

-

-

-

-

176

176

(176)

-

Adjustment arising from change in non-controlling interest

-

-

-

-

-

-

-

-

-

-

158

158

Cash dividends paid

-

-

-

-

-

-

-

-

(19,908)

(19,908)

(4)

(19,912)

Own shares acquired

-

-

-

-

(16,607)

-

-

-

-

(16,607)

-

(16,607)

Exercise of share options

4

268

-

-

-

-

-

-

-

272

-

272

Tax relating to items taken directly to equity

-

-

-

-

-

-

-

-

1,032

1,032

-

1,032

At March 31 2014

320

101,977

64,981

8

(16,681)

37,122

(18,229)

30,986

115,084

315,568

7,792

323,360

 

The investment in own shares held by the Euromoney Employees' Share Ownership Trust (ESOT) and Euromoney Employee Share Trust (EEST). The EEST was incorporated in February 2014 to facilitate the purchase of shares for the 2014 Capital Appreciation Plan. The trusts waived the rights to receive dividends. Interest and administrative costs are charged to the profit and loss account of the trusts as incurred.

 

 

Unaudited

 six months

 ended

 March 31

Unaudited

 six months

 ended

 March 31

Audited

 year

 ended

 Sept 30

 

2015

2014

2014

 

Number

Number

Number

Euromoney Employees' Share Ownership Trust

58,976

58,976

58,976

Euromoney Employee Share Trust

1,747,631

1,321,707

1,747,631

Total

1,806,607

1,380,683

1,806,607

Nominal cost per share (p)

0.25

0.25

0.25

Historical cost per share (£)

11.95

12.08

11.95

Market value (£000)

20,234

16,541

18,337

 

 

The other reserve represents the share premium arising on the shares issued for the purchase of Metal Bulletin plc in October 2006.

 

 

Condensed Consolidated Statement of Cash Flows

for the six months ended March 31 2015

 

 

 

Unaudited

 six months

 ended

 March 31

Unaudited

 six months

 ended

 March 31

Audited

 year

 ended

 Sept 30

 

2015

2014

2014

 

£000's

£000's

£000's

Cash flow from operating activities

 

 

 

Operating profit

90,303

44,199

103,337

Acquired intangible amortisation

8,522

8,684

16,735

Licences and software amortisation

1,375

748

1,962

Depreciation of property, plant and equipment

1,334

1,388

2,908

Goodwill impairment

7,779

-

-

Profit on disposal of property, plant and equipment

(4,258)

-

(7)

Long-term incentive (credit)/expense

(2,536)

-

2,367

Profit on disposal of associate

(2,921)

 

 

Profit on disposal of investment held for sale

(45,502)

-

-

Profit on disposal of business (2014: includes recycled cumulative translation differences)

(2,446)

-

(6,834)

Impairment of carrying value of associate

-

-

444

Decrease in provisions

(434)

(2,189)

(1,326)

Operating cash flows before movements in working capital

51,216

52,830

119,586

Increase in receivables

(2,654)

(4,812)

(5,838)

Increase/(decrease) in payables

6,040

(3,702)

(3,589)

Cash generated from operations

54,602

44,316

110,159

Income taxes paid

(7,247)

(9,026)

(19,553)

Group relief tax received/(paid)

1,186

(460)

(2,927)

Net cash generated from operating activities

48,541

34,830

87,679

 

 

 

 

Investing activities

 

 

 

Dividends received from associate

123

-

323

Interest received

234

60

242

Purchase of intangible assets

(1,148)

(2,693)

(3,236)

Purchase of property, plant and equipment

(5,943)

(871)

(3,105)

Proceeds from disposal of property, plant and equipment

16,159

1

10

Payment following working capital adjustment from purchase of subsidiary

-

(267)

(9)

Purchase of subsidiary undertakings, net of cash acquired

-

(12,500)

(58,001)

Proceeds from disposal of non-controlling interest

-

158

158

Proceeds from disposal of business

40

-

5,345

Purchase of joint venture

(34)

-

-

Proceeds from disposal of associate

2,912

-

-

Net cash from/(used) in investing activities

12,343

(16,112)

(58,273)

 

 

 

 

Financing activities

 

 

 

Dividends paid

(20,213)

(19,908)

(28,771)

Dividends paid to non-controlling interests

(439)

(4)

(589)

Interest paid

(548)

(616)

(1,372)

Issue of new share capital

477

272

306

Payments to acquire own shares

-

(14,607)

(21,508)

Payment of acquisition deferred consideration

(11,575)

(2,725)

(2,849)

Purchase of additional interest in subsidiary undertakings

(109)

(247)

(369)

Redemption of loan notes

(90)

(374)

(538)

Loan repaid to DMGT group company

(155,221)

(150,988)

(326,903)

Loan received from DMGT group company

126,430

173,676

350,819

Net cash used in financing activities

(61,288)

(15,521)

(31,774)

Net (decrease)/increase in cash and cash equivalents

(404)

3,197

(2,368)

Cash and cash equivalents at beginning of period

8,571

11,268

11,268

Effect of foreign exchange rate movements

38

(312)

(329)

Cash and cash equivalents at end of period

8,205

14,153

8,571

 

 

Cash and cash equivalents include bank overdrafts.

 

Note to the Condensed Consolidated Statement of Cash Flows

 

 

Net Debt

 

 

Unaudited

 six months

 ended

 March 31

Unaudited

 six months

 ended

 March 31

Audited

 year

 ended

 Sept 30

 

2015

2014

2014

 

£000's

£000's

£000's

 

 

 

 

Net debt at beginning of period

(37,596)

(9,937)

(9,937)

Net (decrease)/increase in cash and cash equivalents

(404)

3,197

(2,368)

Net decrease/(increase) in amounts owed to DMGT group company

28,791

(22,688)

(23,916)

Redemption of loan notes

90

374

538

Effect of foreign exchange rate movements

(1,498)

428

(1,913)

Net debt at end of period

(10,617)

(28,626)

(37,596)

 

 

 

 

Net debt comprises:

 

 

 

Cash at bank and in hand

8,611

14,153

8,571

Bank overdrafts

(406)

-

-

Total cash and cash equivalents

8,205

14,153

8,571

Committed loan facility

(18,422)

(42,125)

(45,677)

Loan notes

(400)

(654)

(490)

Net debt

(10,617)

(28,626)

(37,596)

 

 

The group's debt is provided through a dedicated multi-currency borrowing facility from Daily Mail and General Trust plc (DMGT). The total maximum borrowing capacity is US$160m (£108m) facility which expires at the end of April 2016. Interest is payable on this new facility at a variable rate of between 1.35% and 2.35% above LIBOR dependent on the ratio of adjusted net debt to EBITDA. The facility's covenant requires the group's net debt to be no more than three times adjusted EBITDA on a rolling 12 month basis. Failure to do so would result in the group being in breach of the facility, potentially resulting in the facility being withdrawn or impediment of management decision making by the lender. Management regularly monitor the covenant and prepare detailed cash flow forecasts to ensure that sufficient headroom is available and that the covenants are not close or potentially close to breach. At March 31 2015, the group's net debt to adjusted EBITDA was 0.09 times (March 2014: 0.24 times, September 2014: 0.30 times) and the committed undrawn facility available to the group was £89.4m (March 2014: £53.8m, September 2014: £50.3m).

 

In the absence of any significant acquisitions, the group has no pressing requirement to arrange new finance before the facility expires in April 2016 and the group intends to replace it with a new borrowing facility, the amount and terms of which will depend on its expected borrowing requirements at the time. There is a risk that the undrawn portion of the facility, or that the additional funding, may be unavailable or withdrawn if DMGT experience funding difficulties themselves. However, if DMGT were unable to fulfil its funding commitment to the group, the directors are confident that the group would be in a position to secure adequate external borrowing facilities, although probably at a higher cost of funding.

 

The group's strategy is to use excess operating cash to pay down its debt. The group generally has an annual cash conversion rate (the percentage by which cash generated from operations covers operating profit before acquired intangible amortisation, long-term incentive expense and exceptional items) of 100% or more due to much of its subscription, sponsorship and delegate revenue being paid in advance. The group's operating cash conversion rate for the first half was 108%. The underlying operating cash conversion rate is 105% compared to 103% in 2014.

 

Notes to the Condensed Consolidated Interim Financial Report

 

 

1 Basis of preparation

 

Euromoney Institutional Investor PLC (the 'company') is a company incorporated in the United Kingdom (UK).

 

The group financial statements consolidate those of the company and its subsidiaries (together referred to as the 'group') and equity-account the group's interest in joint ventures and associates.

 

This Interim Financial Report was approved by the board of directors on May 13 2015.

 

These condensed consolidated financial statements have been prepared in accordance with the disclosure and transparency rules of the Financial Conduct Authority and using accounting policies consistent with International Financial Reporting Standards as adopted by the European Union and in accordance with International Accounting Standard (IAS) 34 'Interim Financial Reporting'.

 

The financial information for the year ended September 30 2014 does not constitute statutory accounts as defined in section 434 of the Companies Act 2006. A copy of the statutory accounts for that year has been delivered to the Registrar of Companies. The auditor's report on those accounts was not qualified, did not draw attention to any matters by way of emphasis and did not contain statements under section 498(2) or 498(3) of the Companies Act 2006.

 

Accounting policies

The Condensed Consolidated Interim Financial Report has been prepared under the historical cost convention, except for the revaluation of certain financial instruments.

 

The same accounting policies, presentation and methods of computation are followed in these condensed financial statements as were applied in the group's latest annual audited financial statements, except as described below.

 

· IFRS 10 'Consolidated Financial Statements'. This standard builds on existing principles by identifying the concept of control as the determining factor in whether an entity should be included within consolidated financial statements. The amendments do not have an effect on the condensed consolidated financial statements.

· IFRS 11 'Joint Arrangements' provides for a more realistic reflection of joint arrangements by focusing on the rights and obligations of the arrangement, rather than its legal form. The amendments do not have an effect on the condensed consolidated financial statements.

· IFRS 12 'Disclosure of Interests in Other Entities' standard includes the disclosure requirements for all forms of interests in other entities, including joint arrangements, associates, special purpose vehicles and other off balance sheet vehicles. The amendments do not have an effect on the condensed consolidated financial statements.

· IAS 27 (revised) 'Separate Financial Statements (2011)' standard now contains requirements relating only to separate financial statements as the new IFRS 10 'Consolidated Financial Statements' addresses the requirements for consolidated financial statements. The amendments do not have an effect on the condensed consolidated financial statements.

· IAS 28 (revised) 'Investments in Associates and Joint Ventures (2011)' standard includes the requirements for joint ventures, as well as associates, to be equity accounted following the issue of IFRS 11. The amendments do not have an effect on the condensed consolidated financial statements.

· Amendments to IAS 32 on Offsetting Financial Assets and Financial Liabilities provide clarification on the application of offsetting rules relating to financial assets and financial liabilities. The amendments do not have a significant effect on the condensed consolidated financial statements.

· Amendments to IFRS 10, 11, and 12 on transition guidance clarify the 'date of initial application' in IFRS 10, and provide relief in IFRS 11 and 12 from the presentation or adjustment of comparative information for periods prior to the immediately preceding period. The amendments do not have a significant effect on the condensed consolidated financial statements.

· Amendments to IFRS 10, IFRS 12 and IAS 27 12 on Consolidation for Investment Entities define an investment entity and introduce an exception to consolidating particular subsidiaries for investment entities. The amendments do not have a significant effect on the condensed consolidated financial statements.

· Amendments to IAS 36 on Recoverable Amount Disclosures for Non-financial Assets remove certain disclosures of the recoverable amounts of CGUs. The application of these amendments has no material impact on the disclosures in the condensed consolidated financial statements.

· Amendments to IAS 39 on Novation of Derivatives and Continuation of Hedge Accounting provide relief from discontinuing hedge accounting when novation of a derivative designated as a hedging instrument meets certain criteria. The application of these amendments has not had any material impact on the condensed consolidated financial statements.

 

Retirement benefit schemes

The company operates the Metal Bulletin plc Pension Scheme, a defined benefit scheme which is closed to new entrants. The assumptions for the discount rate and mortality rates have been reviewed and adjusted to reflect the latest market rates decreasing the net pension deficit from £4.8m at September 30 2014 to £3.5m at March 31 2015.

 

Going concern, debt covenants and liquidity 

The results of the group's business activities, together with the factors likely to affect its future development, performance and financial position, are set out in the Chairman's Statement on pages 2 to 8.

 

The financial position of the group, its cash flows and liquidity position are set out in detail in this Condensed Consolidated Interim Financial Report. The group meets its day-to-day working capital requirements through a dedicated US$160m multi-currency borrowing facility with Daily Mail and General Trust plc (DMGT). The facility's covenant requires the group's net debt to be no more than three times adjusted EBITDA on a rolling 12 month basis. At March 31 2015 the group's net debt to adjusted EBITDA covenant was 0.09 times and the committed undrawn facility available to the group was £89.4m.

 

The group's forecasts and projections, looking out to September 2018 and taking account of reasonably possible changes in trading performance, show that the group should be able to operate within the level and covenants of its current and available borrowing facilities.

 

After making enquiries, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the directors continue to adopt the going concern basis in preparing this Condensed Consolidated Interim Financial Report.

 

Principal risks and uncertainties

The principal risks and uncertainties that affect the group are described in detail on pages 16 to 21 of the 2014 annual report available at www.euromoneyplc.com. In summary, they include: 

 

- Downturn in economy or market sector;

- Travel risk;

- Compliance with laws and regulations;

- Data integrity, availability and cyber security;

- London, New York, Montreal or Hong Kong wide disaster;

- Published content risk;

- Loss of key staff;

- Failure of central back-office technology;

- Acquisition and disposal risk;

- Failure of online strategy;

- Treasury operations;

- Unforeseen tax liabilities.

 

These are still considered to be the most relevant risks and uncertainties at this time. A number of these risks and uncertainties could have an impact on the group's performance over the remaining six months of the financial year and could cause actual results to differ from expected and historical results. Where a risk that was disclosed in the annual report is unchanged, or is not expected to have a specific impact in the remaining period, further disclosure in this report is considered unnecessary.

 

2 Segmental analysis

 

Segmental information is presented in respect of the group's business divisions and reflects the group's management and internal reporting structure. The group is organised into four business divisions: Research and data; Financial publishing; Business publishing; Conferences, seminars and training. Financial publishing and Business publishing consist primarily of advertising and subscription revenue. Conferences, seminars and training consists of both sponsorship income and delegate revenue. Research and data consists of subscription revenue. A breakdown of the group's revenue by type is set out below.

 

Following the disposal of MIS Training Institute Holdings, Inc. (MIS Training) during the year to September 30 2014, the training division has been merged with Conferences and seminars due to the relative size of the training division as compared to other divisions. As a result the comparative segment information has been restated.

 

In October 2014 the group disposed four newsletter titles and in December 2014 the group disposed 100% of the equity share capital in both Capital NET Limited ("CapNet") and Capital DATA Limited ("CapData"). As a result segment information from the business titles disposal and CapNet and CapData has been reclassified as sold/closed business and the comparative split of divisional revenues, revenue by type and operating profits have been restated.

 

Analysis of the group's three main geographical areas is also set out to provide additional information on the trading performance of the businesses.

 

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

 

 

Unaudited six months ended March 31

 

United Kingdom

North America

Rest of World

Eliminations

Total

 

2015

2014

2015

2014

2015

2014

2015

2014

2015

2014

 

£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:

 

 

 

 

 

 

 

 

 

 

Research and data

8,101

8,075

41,736

40,616

12,120

12,201

-

(2)

61,957

60,890

Financial publishing

22,951

22,711

13,406

13,771

2

579

(2,757)

(2,797)

33,602

34,264

Business publishing

22,329

21,203

9,941

9,369

541

645

(1,259)

(887)

31,552

30,330

Conferences, seminars and training

34,135

24,538

26,094

24,404

7,987

12,482

(167)

(246)

68,049

61,178

Sold/closed businesses

1,165

4,567

508

3,931

-

183

(137)

(106)

1,536

8,575

Foreign exchange gains

on forward contracts

992

563

-

-

-

-

-

-

992

563

Total revenue

89,673

81,657

91,685

92,091

20,650

26,090

(4,320)

(4,038)

197,688

195,800

Investment income (note 5)

-

-

66

-

153

43

-

-

219

43

Total revenue and investment income

89,673

81,657

91,751

92,091

20,803

26,133

(4,320)

(4,038)

197,907

195,843

 

 

 

 

 

 

 

Unaudited six months ended March 31

 

 

 

United Kingdom

North America

Rest of World

Total

 

 

 

2015

2014

2015

2014

2015

2014

2015

2014

 

 

 

£000's

£000's

£000's

£000's

£000's

£000's

£000's

£000's

Revenue

 

 

 

 

 

 

 

 

 

 

by type and destination:

 

 

 

 

 

 

 

 

 

 

Subscriptions

 

 

17,462

15,525

49,990

46,997

36,119

36,190

103,571

98,712

Advertising

 

 

2,537

3,182

10,855

10,453

6,584

7,912

19,976

21,547

Sponsorship

 

 

3,902

3,215

11,305

10,838

11,166

9,624

26,373

23,677

Delegates

 

 

3,132

3,096

6,997

7,067

28,830

26,048

38,959

36,211

Other

 

 

720

1,346

3,621

3,679

1,940

1,490

6,281

6,515

Sold/closed businesses

 

 

1,165

3,237

370

3,724

1

1,614

1,536

8,575

Foreign exchange gains

on forward contracts

 

 

992

563

-

-

-

-

992

563

Total revenue

 

 

29,910

30,164

83,138

82,758

84,640

82,878

197,688

195,800

 

 

 

 

 

Unaudited six months ended March 31

 

 

 

United Kingdom

North America

Rest of World

Total

 

 

 

2015

2014

2015

2014

2015

2014

2015

2014

 

 

 

£000's

£000's

£000's

£000's

£000's

£000's

£000's

£000's

Operating profit1

 

 

 

 

 

 

 

 

 

 

by division and source:

 

 

 

 

 

 

 

 

 

 

Research and data

 

 

1,700

2,424

15,967

17,856

2,602

3,041

20,269

23,321

Financial publishing

 

 

5,693

6,423

2,076

2,149

89

(141)

7,858

8,431

Business publishing

 

 

6,526

5,680

3,827

3,495

(804)

(521)

9,549

8,654

Conferences, seminars and training

 

 

11,160

6,039

7,390

7,261

1,035

4,174

19,585

17,474

Sold/closed businesses

 

 

1,053

2,978

241

508

(12)

(23)

1,282

3,463

Unallocated corporate costs

 

 

(7,623)

(6,364)

(222)

(391)

(206)

(407)

(8,051)

(7,162)

Operating profit before acquired intangible amortisation, long-term incentive credit/(expense) and exceptional items

18,509

17,180

29,279

30,878

2,704

6,123

50,492

54,181

Acquired intangible amortisation (note 11)

 

 

(3,430)

(3,640)

(4,778)

(4,851)

(314)

(193)

(8,522)

(8,684)

Long-term incentive credit/(expense)

 

 

1,314

-

757

-

465

-

2,536

-

Exceptional items (note 4)

 

 

47,079

(743)

2,348

(549)

(3,630)

(6)

45,797

(1,298)

Operating profit

 

 

63,472

12,797

27,606

25,478

(775)

5,924

90,303

44,199

Share of results in associates (note 10)

 

 

 

 

 

 

 

 

38

157

Finance income (note 5)

 

 

 

 

 

 

 

 

5,367

43

Finance expense (note 5)

 

 

 

 

 

 

 

 

(2,397)

(1,578)

Profit before tax

 

 

 

 

 

 

 

 

93,311

42,821

Tax expense (note 6)

 

 

 

 

 

 

 

 

(13,254)

(10,648)

Profit for the period

 

 

 

 

 

 

 

 

80,057

32,173

 

 

 

 

Unaudited six months ended March 31

 

Acquired intangible

Long-term incentive

Exceptional

Depreciation and

 

amortisation

credit/(expense)

items

amortisation

 

2015

2014

2015

2014

2015

2014

2015

2014

 

£000's

£000's

£000's

£000's

£000's

£000's

£000's

£000's

Other segmental information

 

 

 

 

 

 

 

 

by division:

 

 

 

 

 

 

 

 

Research and data

(5,128)

(4,784)

634

-

(184)

-

(618)

(559)

Financial publishing

(1,008)

(2,135)

507

-

(5,037)

(743)

(156)

(17)

Business publishing

(1,069)

(1,163)

254

-

(18)

-

(25)

(14)

Conferences, seminars and training

(1,267)

(548)

609

-

(3,504)

(555)

(19)

(25)

Sold/closed businesses

-

-

-

-

2,446

-

-

-

Unallocated corporate costs

(50)

(54)

532

-

52,094

-

(1,891)

(1,521)

 

(8,522)

(8,684)

2,536

-

45,797

(1,298)

(2,709)

(2,136)

          

 

 

 

United Kingdom

North America

Rest of World

Total

 

Unaudited

 six months

 ended

 March 31

Audited

 year

 ended

 Sept 30

Unaudited

 six months

 ended

 March 31

Audited

 year

 ended

 Sept 30

Unaudited

 six months

 ended

 March 31

Audited

 year

 ended

 Sept 30

Unaudited

 six months

 ended

 March 31

Audited

 year

 ended

 Sept 30

 

2015

2014

2015

2014

2015

2014

2015

2014

 

£000's

£000's

£000's

£000's

£000's

£000's

£000's

£000's

Non-current assets (excluding derivative financial instruments, deferred consideration and deferred tax assets)

 

 

 

 

 

 

 

 

by location:

 

 

 

 

 

 

 

 

Goodwill

132,716

137,669

258,142

236,369

6,544

9,896

397,402

383,934

Other intangible assets

69,805

73,681

90,090

86,978

723

850

160,618

161,509

Property, plant and equipment

7,703

14,661

1,563

1,757

500

506

9,766

16,924

Investments

31,986

72

-

-

-

-

31,986

72

Non-current assets

242,210

226,083

349,795

325,104

7,767

11,252

599,772

562,439

Capital expenditure by location

(5,614)

(2,465)

(184)

(397)

(145)

(243)

(5,943)

(3,105)

 

The group has taken advantage of paragraph 23 of IFRS 8 'Operating Segments' and does not provide segmental analysis of net assets as this information is not used by the directors in operational decision making or monitoring of business performance.

 

3 Seasonality of results

 

The group's results are not materially affected by seasonal or cyclical trading. For the year ended September 30 2014 the group earned 47% of both its revenues and operating profits1 in the first six months of the year (2013: 46% of both its revenues and operating profits1).

 

1 Operating profit before acquired intangible amortisation, long-term incentive expense and exceptional items (refer to the appendix to the Chairman's Statement).

 

 

4 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 additional disclosure in order to provide an indication of the underlying trading performance of the group.

 

 

Unaudited

 six months

 ended

 March 31

Unaudited

 six months

 ended

 March 31

Audited

 year

 ended

 Sept 30

 

2015

2014

2014

 

£000's

£000's

£000's

 

 

 

 

Profit on disposal of associate

2,921

-

-

Profit on disposal of investment held for sale

45,502

-

-

Profit on disposal of business (2014: includes recycled cumulative translation differences)

2,446

-

6,834

Profit on disposal of property, plant and equipment

4,264

-

-

Goodwill impairment

(7,779)

-

-

Restructuring and other exceptional costs

(1,557)

(1,298)

(3,760)

Impairment of carrying value of associate

-

-

(444)

 

45,797

(1,298)

2,630

 

For the six months ended March 31 2015 the group recognised an exceptional credit of £45.8m.

 

During the period the group disposed of its interests in a number of assets for a profit on disposal of £55.1m. Most of this gain relates to the sale of group's interests Capital DATA and Capital NET as part of the Dealogic transaction (note 10). The group also sold four of its Institutional Investor Intelligence newsletter titles (note 9) as well as a number of freehold and leasehold properties as part of the relocation of its London headquarters.

 

As part of the local statutory audit of CIE for the year to September 30 2014 a number of governance and financial irregularities were identified which remain subject to legal resolution. As a result of these irregularities, management has made a number of adjustments to the group's investment in CIE. The acquisition goodwill has been subject to an impairment charge of £3.0m included above.

 

The remaining £4.8m charge for goodwill impairment relates to HedgeFund Intelligence ("HFI"), the group's information and events business serving the hedge fund industry. The performance of the business since the last year end has been disappointing and while the group are investing in the HFI product by moving it onto the Delphi content platform this year, the benefit of this investment has been ignored for the purposes of the goodwill valuation. 

 

Restructuring and other exceptional costs cover the reorganisation of certain businesses, initiated in the first half due to challenging financial markets, costs relating to the relocation of the group's London headquarters, and professional fees resulting from the CIE dispute.

 

The group's tax charge includes a related tax charge of £3.4m (note 6).

 

For the six months ended March 31 2014 the group recognised an exceptional expense of £1.3m. This comprised costs incurred of £0.7m for the acquisition of Infrastructure Journal and £0.6m for the disposal of MIS Training. The group's tax charge includes a related tax charge of £0.3m.

 

For the year ended September 30 2014 the group recognised a net exceptional credit of £2.6m. This comprised an exceptional credit for the profit on disposal of MIS Training offset by exceptional acquisition costs, restructuring and property costs, and impairment of carrying value of associate. The restructuring and other exceptional costs of £3.8m include acquisition costs of £0.9m for the acquisitions of Infrastructure Journal and Mining Indaba, costs of £1.5m for the relocation of the group's London headquarters and restructuring costs of £1.3m from the reorganisation of certain businesses including closure of print products. The group's tax charge includes a related tax charge of £0.3m.

 

5 Finance income and expense

 

 

Unaudited

 six months

 ended

 March 31

Unaudited

 six months

 ended

 March 31

Audited

 year

 ended

 Sept 30

 

2015

2014

2014

 

£000's

£000's

£000's

Finance income

 

 

 

Interest income:

 

 

 

Interest receivable from short-term investments

219

43

235

Movements in acquisition commitments

5,148

-

1,298

Fair value gains on financial instruments:

 

 

 

Ineffectiveness of interest rate swaps and forward contracts

-

-

13

 

5,367

43

1,546

Finance expense

 

 

 

Interest expense:

 

 

 

Interest payable on committed borrowings

(654)

(646)

(1,349)

Net interest expense on defined benefit liability

(85)

(60)

(120)

Movements in acquisition commitments

-

(276)

-

Movements in acquisition deferred consideration

(1,312)

(335)

(1,873)

Interest on tax

(346)

(206)

(330)

Fair value losses on financial instruments:

 

 

 

Ineffectiveness of forward contracts

-

(55)

-

 

(2,397)

(1,578)

(3,672)

Net finance income/(costs)

2,970

(1,535)

(2,126)

 

 

 

 

Unaudited

 six months

 ended

 March 31

Unaudited

 six months

 ended

 March 31

Audited

 year

 ended

 Sept 30

 

2015

2014

2014

 

£000's

£000's

£000's

Reconciliation of net finance income/(costs) in Income Statement to adjusted net finance costs

 

 

 

Total net finance costs in Income Statement

2,970

(1,535)

(2,126)

Add back:

 

 

 

Movements in acquisition commitments

(5,148)

276

(1,298)

Movements in acquisition deferred consideration

1,312

335

1,873

 

(3,836)

611

575

Adjusted net finance costs

(866)

(924)

(1,551)

 

The reconciliation of net finance costs in the Income Statement has been provided since the directors consider it necessary in order to provide an indication of the adjusted net finance costs.

 

As part of the local statutory audit of CIE for the year to September 30 2014 a number of governance and financial irregularities were identified which remain subject to legal resolution. As a result of these irregularities, management has made a number of adjustments to the group's investment in CIE. The group has revisited its prior estimate of acquisition commitments in respect of CIE which has given rise to a credit of £5.2m included in net finance income.

 

6 Tax expense on profit

 

 

Unaudited

 six months

 ended

 March 31

Unaudited

 six months

 ended

 March 31

Audited

 year

 ended

 Sept 30

 

2015

2014

2014

 

£000's

£000's

£000's

Current tax expense

 

 

 

UK corporation tax expense

5,858

3,890

6,906

Foreign tax expense

7,704

4,778

12,695

Adjustments in respect of prior years

320

118

(570)

 

13,882

8,786

19,031

Deferred tax expense

 

 

 

Current year

(845)

2,927

6,107

Adjustments in respect of prior years

217

(1,065)

472

 

(628)

1,862

6,579

Total tax expense in Income Statement

13,254

10,648

25,610

Effective tax rate

14%

25%

25%

 

The forecast adjusted effective tax rate for 2015 full year is 19% (2014: 23%). The adjusted effective tax rate for the 2015 interim period is set out below:

 

 

Unaudited

 six months

 ended

 March 31

Unaudited

 six months

 ended

 March 31

Audited

 year

 ended

 Sept 30

 

2015

2014

2014

 

£000's

£000's

£000's

Reconciliation of tax expense in Income Statement to adjusted tax expense

 

 

 

Total tax expense in Income Statement

13,254

10,648

25,610

Add back:

 

 

 

Tax on acquired intangible amortisation

2,396

2,127

4,114

Tax on exceptional items

(3,438)

(312)

(263)

 

(1,042)

1,815

3,851

Tax on US goodwill amortisation

(1,656)

(1,175)

(3,837)

Share of tax on associates

377

-

-

Adjustments in respect of prior years

(537)

947

98

 

(2,858)

1,587

112

Adjusted tax expense

10,396

12,235

25,722

 

 

 

 

Adjusted profit before tax (refer to the appendix to the Chairman's Statement)

53,359

53,414

116,155

Adjusted effective tax rate

19%

23%

22%

 

 

The group presents the above adjusted effective tax rate to help users of this report better understand its tax charge. In arriving at this rate, the group removes the tax effect of items which are adjusted for in arriving at the adjusted profit disclosed in the appendix to the Chairman's Statement. However, the current tax effect of goodwill and intangible items is not removed. The group considers that the resulting adjusted effective tax rate is more representative of its tax payable position, as the deferred tax effect on the goodwill and intangible items is not expected to crystallise.

 

7 Dividends

 

 

Unaudited

 six months

 ended

 March 31

Unaudited

 six months

 ended

 March 31

Audited

 year

 ended

 Sept 30

 

2015

2014

2014

 

£000's

£000's

£000's

Amounts recognisable as distributable to equity holders in period

 

 

 

Final dividend for the year ended September 30 2014 of 16.00p (2013: 15.75p)

20,502

19,917

19,917

Interim dividend for the year ended September 30 2014 of 7.00p

-

-

8,969

 

20,502

19,917

28,886

Employee share trust dividend

(289)

(9)

(115)

 

20,213

19,908

28,771

 

 

 

 

Interim dividend for the period ended March 31 2015 of 7.00p (2014: 7.00p)

8,976

8,968

 

Employee share trust dividend

(126)

(4)

 

 

8,850

8,964

 

 

The final dividend was approved by shareholders at the Annual General Meeting held on January 29 2015 and paid on February 12 2015.

 

It is anticipated that the interim dividend of 7.00p (2013: 7.00p) per share will be paid on June 18 2015 to shareholders on the register on May 22 2015. It is expected that the shares will be marked ex-dividend on May 21 2015. The interim dividend has not been included as a liability in this Interim Financial Report in accordance with IAS 10 'Events after the Balance Sheet Date'.

 

 

8 Earnings per share

 

 

Unaudited

 six months

 ended

 March 31

Unaudited

 six months

 ended

 March 31

Audited

 year

 ended

 Sept 30

 

2015

2014

2014

 

£000's

£000's

£000's

 

 

 

 

Basic earnings attributable to equity holders of the parent

80,200

31,919

75,264

Adjustments (refer to the appendix to the Chairman's Statement)

(37,094)

9,006

14,568

Adjusted earnings

43,106

40,925

89,832

 

 

 

 

Unaudited

 six months

 ended

 March 31

Unaudited

 six months

 ended

 March 31

Audited

 year

 ended

 Sept 30

 

2015

2014

2014

 

 

 

 

 

Number

Number

Number

 

000's

000's

000's

 

 

 

 

Weighted average number of shares

128,161

126,882

127,506

Shares held by the employee share trusts

(1,807)

(356)

(990)

Weighted average number of shares

126,354

126,526

126,516

Effect of dilutive share options

83

1,354

720

Diluted weighted average number of shares

126,437

127,880

127,236

 

 

 

 

 

Pence

Pence

Pence

Basic earnings per share

63.47

25.23

59.49

Adjustments per share

(29.36)

7.12

11.51

Adjusted basic earnings per share

34.11

32.35

71.00

 

 

 

 

Diluted earnings per share

63.43

24.96

59.15

Adjustments per share

(29.34)

7.03

11.45

Adjusted diluted earnings per share

34.09

31.99

70.60

 

 

The adjusted diluted earnings per share figure has been disclosed since the directors consider it necessary in order to give an indication of the underlying trading performance.

 

All of the above earnings per share figures relate to continuing operations.

 

 

9 Acquisitions and disposal

 

Purchase of new business

Infrastructure Journal (IJ)

During the financial year to September 30 2014, the group acquired IJ. The fair value of net assets acquired and consideration for the acquisition has been finalised and there were no changes since September 30 2014.

 

Increase in equity holdings

TTI Technologies LLC (TTI/Vanguard)

In March 2015 the group acquired 5.4% of the equity of TTI/Vanguard for a cash consideration of US$0.2m (£0.1m). The group's equity shareholding in TTI/Vanguard increased to 100%.

 

Sale of business

Institutional Investor Titles (II Titles)

On October 31 2014, the group completed the sale of its newsletter publications and website services titled Compliance Intelligence, Fund Director Intelligence, Fund Industry Intelligence, and Real Estate Finance Intelligence to Pageant Media Limited for a total consideration of US$4.1m (£2.5m). The disposal of II Titles gave rise to a profit on disposal of US$4.0m (£2.4m), after deducting disposal costs incurred, which was recognised as an exceptional item (note 4) in the Income Statement.

 

The net assets of II Titles at the date of disposal were as follows:

 

 

 

 

 

Provisional

 

 

 

fair value

 

 

 

£000's

 

 

 

 

Net liabilities disposed

 

 

(2,129)

Directly attributable costs

 

 

53

Profit on disposal

 

 

2,446

Total consideration

 

 

370

Consideration satisfied by:

 

 

 

Cash

 

 

93

Deferred consideration

 

 

277

 

 

 

370

Net cash inflow arising on disposal:

 

 

 

Cash consideration (net of directly attributable costs)

 

 

40

Less: cash and cash equivalent balances disposed

 

 

-

 

 

 

40

 

 

The net liabilities disposed mainly relates to the retention of the deferred revenue balances by the group, with Pageant Media now being responsible for the delivery of the underlying service.

 

10 Investments

 

Investment in associates

 

 

 

Unaudited

 six months

 ended

 March 31

Unaudited

 six months

 ended

 March 31

Audited

 year

 ended

 Sept 30

 

2015

2014

2014

 

£000's

£000's

£000's

 

 

 

 

At October 1

72

702

702

Additions

31,955

-

-

Impairment

-

-

(444)

Disposals

10

-

(127)

Share of profits after tax retained

38

157

264

Share of profits before tax and acquired intangible amortisation

1,197

199

337

Share of tax

(377)

(42)

(73)

Share of acquired intangible amortisation net tax

(782)

-

-

Dividends

(123)

-

(323)

At end of period

31,952

859

72

 

 

Diamond TopCo Limited (Dealogic)

In December 2014 the group acquired 15.5% equity share capital with 20% voting rights in Diamond TopCo Limited (Dealogic), a company incorporated by Carlyle Group (see below). Dealogic provides data and analytics, market intelligence and capital markets software solutions to investment banks to help them manage their workflows, assist with deal origination and execution, and optimise productivity across their equity capital markets, fixed income, investment banking and research, sales and trading businesses.

 

Capital NET Limited (CapNet)

In December 2014 the group disposed of 100% of its equity share capital in CapNet for a cash consideration of US$4.6m (£2.9m). At date of disposal, CapNet had a net liability value of £10,000 resulting in a profit on disposal of £2.9m (note 4).

 

Assets available for sale

Capital DATA Limited (CapData)

The group had a 50% interest in CapData. The ordinary share capital of CapData was divided into 50 'A' shares and 50 'B' shares with the group owning the 50 'A' shares. Under the terms of the Articles and Association of CapData, the 'A' shares held by the group did not carry any entitlement to any share of dividends or other distribution of profits of CapData. The group did not have the ability to exercise significant influence nor was it involved in the day-to-day running of CapData. As such the investment in CapData was accounted for as an asset available-for-sale with a carrying value of £nil (2014: £nil).

 

In December 2014 the group disposed its equity share capital in CapData for a total consideration of US$80.4m, settled by US$59.2m of ordinary 'B' shares (representing 15.5%) and US$21.2m of zero-coupon redeemable preferences shares in Dealogic. IAS 28 requires that where a non-monetary asset is contributed to an associate for an equity interest in that associate, the resulting gain must be restricted. As the group received part of the consideration for CapData (US$59.2m) in the form of an associate interest in Dealogic, this element of the disposal gain must be restricted by the percentage of the group's investment in the new structure, namely 15.5%. The consideration in preference shares is treated as cash given the fixed short-term redemption of this instrument, the profit on disposal is recognised immediately. The profit on disposal (note 4) is as follows:

 

 

$000's

£000's

 

 

 

Ordinary 'B' shares in Dealogic received as consideration

59,225

37,817

Restriction applied to ordinary 'B' shares consideration

(9,180)

(5,862)

 

50,045

31,955

Preference shares received

21,215

13,547

Total profit on disposal

71,260

45,502

 

 

Investment in joint ventures

 

In December 2014 the group acquired a 50% share capital in Sanostro Institutional AG, a company incorporated in Switzerland, for a cash consideration of £34,000. Sanostro provides hedge fund manager trading signals to European banks. The group has a joint control over the company.

 

 

11 Goodwill and other intangibles

 

 

Acquired intangible assets

 

 

 

 

 

 

 

 

Total

 

Intangible

 

 

 

 

Customer

 

acquired

 

assets in

 

 

 

Trademarks

relation-

 

intangible

Licences &

develop-

 

 

March 2015

& brands

ships

Databases

assets

software

ment

Goodwill

Total

 

2015

2015

2015

2015

2015

2015

2015

2015

2015

£000's

£000's

£000's

£000's

£000's

£000's

£000's

£000's

Cost/carrying amount

 

 

 

 

 

 

 

 

At October 1 2014

164,843

98,713

12,083

275,639

12,923

62

411,815

700,439

Additions

-

-

-

-

211

937

-

1,148

Exchange differences

9,431

5,281

675

15,387

509

15

23,278

39,189

At March 31 2015

174,274

103,994

12,758

291,026

13,643

1,014

435,093

740,776

Amortisation and impairment

 

 

 

 

 

 

 

 

At October 1 2014

62,144

53,059

7,225

122,428

4,687

-

27,881

154,996

Amortisation charge

4,084

3,901

537

8,522

1,375

-

-

9,897

Impairment losses (note 4)

-

-

-

-

-

-

7,779

7,779

Exchange differences

4,188

2,982

583

7,753

300

-

2,031

10,084

At March 31 2015

70,416

59,942

8,345

138,703

6,362

-

37,691

182,756

Net book value/carrying amount at March 31 2015

103,858

44,052

4,413

152,323

7,281

1,014

397,402

558,020

 

 

 

 

Acquired intangible assets

 

 

 

 

 

 

 

 

Total

 

Intangible

 

 

 

 

Customer

 

acquired

 

assets in

 

 

 

Trademarks

relation-

 

intangible

Licences &

develop-

 

 

September 2014

& brands

ships

Databases

assets

software

ment

Goodwill

Total

 

2014

2014

2014

2014

2014

2014

2014

2014

2014

000's

000's

000's

000's

£000's

£000's

000's

000's

Cost/carrying amount

 

 

 

 

 

 

 

 

At October 1 2013

148,636

89,859

9,150

247,645

3,023

6,690

385,518

642,876

Additions

-

-

-

-

244

2,992

-

3,236

Transfer

-

-

-

-

9,598

(9,598)

-

-

Acquisitions

16,581

9,031

2,941

28,553

-

-

30,832

59,385

Balance at disposal of company

-

-

-

-

-

-

(3,450)

(3,450)

Exchange differences

(374)

(177)

(8)

(559)

58

(22)

(1,085)

(1,608)

At September 30 2014

164,843

98,713

12,083

275,639

12,923

62

411,815

700,439

Amortisation and impairment

 

 

 

 

 

 

 

 

At October 1 2013

54,746

44,821

6,043

105,610

2,709

-

28,944

137,263

Amortisation charge

7,417

8,300

1,018

16,735

1,962

-

-

18,697

Balance at disposal of company

-

-

-

-

-

-

(907)

(907)

Exchange differences

(19)

(62)

164

83

16

-

(156)

(57)

At September 30 2014

62,144

53,059

7,225

122,428

4,687

-

27,881

154,996

Net book value/carrying amount at September 30 2014

102,699

45,654

4,858

153,211

8,236

62

383,934

545,443

 

 

 

Acquired intangible assets

 

 

 

 

 

 

 

 

Total

 

Intangible

 

 

 

 

Customer

 

acquired

 

assets in

 

 

 

Trademarks

relation-

 

intangible

Licences &

develop-

 

 

March 2014

& brands

ships

Databases

assets

software

ment

Goodwill

Total

 

2014

2014

2014

2014

2014

2014

2014

2014

2014

£000's

£000's

£000's

£000's

£000's

£000's

£000's

£000's

Cost/carrying amount

 

 

 

 

 

 

 

 

At October 1 2013

148,636

89,859

9,150

247,645

3,023

6,690

385,518

642,876

Additions

-

-

-

-

97

2,596

-

2,693

Transfer

-

-

-

-

9,251

(9,251)

-

-

Acquisitions

2,068

1,395

2,941

6,404

-

-

7,091

13,495

Classified as held-for-sale

-

-

-

-

-

-

(3,377)

(3,377)

Exchange differences

(3,118)

(1,723)

(211)

(5,052)

(82)

(35)

(7,970)

(13,139)

At March 31 2014

147,586

89,531

11,880

248,997

12,289

-

381,262

642,548

Amortisation and impairment

 

 

 

 

 

 

 

 

At October 1 2013

54,746

44,821

6,043

105,610

2,709

-

28,944

137,263

Amortisation charge

3,642

4,541

501

8,684

748

-

-

9,432

Classified as held-for-sale

-

-

-

-

-

-

(907)

(907)

Exchange differences

(1,158)

(920)

(77)

(2,155)

(73)

-

(827)

(3,055)

At March 31 2014

57,230

48,442

6,467

112,139

3,384

-

27,210

142,733

Net book value/carrying amount at March 31 2014

90,356

41,089

5,413

136,858

8,905

-

354,052

499,815

          

 

Intangible assets, other than goodwill, have a finite life and are amortised over their expected useful lives at the rates set out in the accounting policies in note 1 of the September 2014 annual report.

 

12 Deferred income

 

 

Unaudited

 six months

 ended

 March 31

Unaudited

 six months

 ended

 March 31

Audited

 year

 ended

 Sept 30

 

2015

2014

2014

 

£000's

£000's

£000's

 

 

 

 

Deferred subscription income

106,144

97,594

94,447

Other deferred income

32,567

32,313

27,816

 

138,711

129,907

122,263

 

13 Financial instruments

 

The group held the following financial instruments at fair value. There have been no transfers of assets or liabilities between levels of the fair value hierarchy and there are no non-recurring fair value measurements.

 

 

Unaudited

 six months

 ended

 March 31

Unaudited

 six months

 ended

 March 31

Audited

 year

 ended

 Sept 30

 

2015

2014

2014

 

£000's

£000's

£000's

 

 

 

 

Financial assets

 

 

 

Derivative instruments in designated hedge accounting relationships

3,194

3,459

2,790

Deferred consideration (note 15)

2,209

1,200

1,886

Loans and receivables (including cash and cash equivalents)

99,140

81,563

80,327

 

104,543

86,222

85,003

Financial liabilities

 

 

 

Derivative instruments in designated hedge accounting relationships

(6,873)

(742)

(1,707)

Acquisition commitments (note 15) (Level 3)

(8,984)

(14,747)

(13,365)

Deferred consideration (note 15) (Level 3)

-

(10,456)

(10,389)

Loans and payables (including overdrafts)

(89,719)

(106,897)

(120,138)

 

(105,576)

(132,842)

(145,599)

 

The fair value of the financial assets and liabilities above are classified as level 2 in the fair value hierarchy other than acquisition commitments and deferred consideration which are classified as level 3. The directors consider that the carrying value amounts of financial assets and liabilities are equal to their fair value.

 

Fair value of financial instruments

The fair values of financial assets and financial liabilities are determined as follows:

 

Level 1

· The fair value of financial assets and financial liabilities with standard terms and conditions and traded on active liquid markets is determined with reference to quoted market prices.

 

Level 2

· The fair value of other financial assets and financial liabilities (excluding derivative instruments) is determined in accordance with generally accepted pricing models based on discounted cash flow analysis using prices from observable current market transactions and dealer quotes for similar instruments;

· Foreign currency forward contracts are measured using quoted forward exchange rates and yield curves derived from quoted interest rates matching maturities of the contracts; and

· Interest rate swaps are measured at the present value of future cash flows estimated and discounted based on the applicable yield curves derived from quoted interest rates.

 

Level 3

· If one or more significant inputs are not based on observable market data, the instrument is included in level 3.

 

Other financial instruments not recorded at fair value

The directors consider that the carrying amounts of financial assets and financial liabilities recorded at amortised cost in the financial statements approximate their fair values. Such financial assets and financial liabilities include cash and cash equivalents, receivables, prepayments, accrued income, payables and loans. 

 

 

14 Called up share capital

 

 

Unaudited

 six months

 ended

 March 31

Unaudited

 six months

 ended

 March 31

Audited

 year

 ended

 Sept 30

 

2015

2014

2014

 

£000's

£000's

£000's

Allotted, called up and fully paid

 

 

 

128,234,287 ordinary shares of 0.25p each

(March 2014: 128,121,132 ordinary shares of 0.25p each)

(September 2014: 128,133,417 ordinary shares of 0.25p each)

320

320

320

 

During the period, 100,870 ordinary shares of 0.25p each with an aggregate nominal value of £252 were issued following the exercise of share options granted under the company's share option schemes for a cash consideration of £476,969.

 

15 Acquisition commitments and deferred consideration

 

The group is party to contingent consideration arrangements in the form of both acquisition commitments and deferred consideration payments. The group recognises the discounted present value of the contingent consideration. This discount is unwound as a notional interest charge to the Income Statement. The group regularly performs a review of the underlying businesses to assess the impact on the fair value of the contingent consideration. Any resultant change in these fair values is reported as a finance income or expense in the Income Statement.

 

 

Acquisition commitments

Deferred consideration

 

Unaudited

 six months

 ended

 March 31

Unaudited

 six months

 ended

 March 31

Audited

 year

 ended

 Sept 30

Unaudited

 six months

 ended

 March 31

Unaudited

 six months

 ended

 March 31

Audited

 year

 ended

 Sept 30

 

2015

2014

2014

2015

2014

2014

 

£000's

£000's

£000's

£000's

£000's

£000's

 

 

 

 

 

 

 

At October 1

13,365

15,037

15,037

8,503

11,646

11,646

Reduction from disposals during the period

-

-

-

(269)

-

(2,214)

Net movements in finance income and expense during the period (note 5)

(5,148)

276

(1,298)

1,312

335

1,873

Exercise of commitments

(109)

(247)

(247)

-

-

-

Paid during the period

-

-

(111)

(11,575)

(2,725)

(2,738)

Exchange differences

876

(319)

(16)

(180)

-

(64)

At end of period

8,984

14,747

13,365

(2,209)

9,256

8,503

 

There is a deferred tax asset of £nil (March 2014: £74,000; September 2014: £40,000) related to the acquisition commitments.

 

Reconciliation of finance income and expense (note 5):

 

 

Acquisition commitments

Deferred consideration

 

Unaudited

 six months

 ended

 March 31

Unaudited

 six months

 ended

 March 31

Audited

 year

 ended

 Sept 30

Unaudited

 six months

 ended

 March 31

Unaudited

 six months

 ended

 March 31

Audited

 year

 ended

 Sept 30

 

2015

2014

2014

2015

2014

2014

 

£000's

£000's

£000's

£000's

£000's

£000's

 

 

 

 

 

 

 

Fair value adjustment

(5,730)

(480)

(2,682)

982

(400)

800

Imputed interest

582

756

1,384

330

735

1,073

Net movements in finance income and expense during the period

(5,148)

276

(1,298)

1,312

335

1,873

 

 

 

 

 

 

 

Unrealised (income)/expense included in net movements during the period

(5,715)

(465)

(2,485)

1,020

(362)

753

 

15 Acquisition commitments and deferred consideration continued

Maturity profile of contingent consideration:

 

 

Acquisition commitments

Deferred consideration

 

Unaudited

 six months

 ended

 March 31

Unaudited

 six months

 ended

 March 31

Audited

 year

 ended

 Sept 30

Unaudited

 six months

 ended

 March 31

Unaudited

 six months

 ended

 March 31

Audited

 year

 ended

 Sept 30

 

2015

2014

2014

2015

2014

2014

 

£000's

£000's

£000's

£000's

£000's

£000's

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

Prepayments (included in trade and other receivables)

-

-

-

-

(1,200)

-

Within one year (included in current assets)

-

-

-

(323)

-

(354)

In more than one year (included in non-current assets)

-

-

-

(1,886)

-

(1,532)

 

-

-

-

(2,209)

(1,200)

(1,886)

Liabilities

 

 

 

 

 

 

Within one year (included in current liabilities)

-

2,347

2,088

-

10,456

10,389

In more than one year (included in non-current liabilities)

8,984

12,400

11,277

-

-

-

 

8,984

14,747

13,365

-

10,456

10,389

 

8,984

14,747

13,365

(2,209)

9,256

8,503

 

 

The prepayment in March 2014 represents deferred consideration paid in advance into escrow following the acquisition of Insider Publishing.

 

The value of the acquisition commitments and acquisition deferred consideration is subject to a number of assumptions. The potential undiscounted amount of all future payments that the group could be required to make under the contingent consideration arrangements is as follows:

 

 

Unaudited six months ended March 31

Unaudited six months ended March 31

Audited year ended Sept 30

 

2015

2015

2014

2014

2014

2014

 

Maximum

Minimum

Maximum

Minimum

Maximum

Minimum

 

£000's

£000's

£000's

£000's

£000's

£000's

 

 

 

 

 

 

 

NDR

40,845

-

36,372

-

37,404

-

Insider Publishing

-

-

12,853

-

11,653

-

TTI/Vanguard

-

-

3,915

-

4,026

-

CIE

-

-

5,835

-

5,582

-

 

40,845

-

58,975

-

58,665

-

 

The potential undiscounted amount of all future receipts that the group could receive under the disposal contingent consideration arrangement is as follows:

 

 

 

Unaudited six months ended March 31

Unaudited six months ended March 31

Audited year ended Sept 30

 

2015

2015

2014

2014

2014

2014

 

Maximum

Minimum

Maximum

Minimum

Maximum

Minimum

 

£000's

£000's

£000's

£000's

£000's

£000's

 

 

 

 

 

 

 

MIS Training

3,785

-

-

-

3,466

-

II Titles

368

-

-

-

-

-

 

4,153

-

-

-

3,466

-

 

 

The discounted acquisition commitments and deferred consideration are based on pre-determined multiples of future profits of the businesses, and has been estimated on an acquisition by acquisition basis using available performance forecasts. The directors derive their estimates from internal business plans and financial due diligence. At March 31 2015, the weighted average growth rates used in estimating the expected profits range was 18%.

 

A one percentage point increase or decrease in the growth rate in estimating the expected profits, results in the acquisition commitment at March 31 2015 increasing or decreasing by £0.1m with the corresponding change to the value charged or credited to the Income Statement in future periods.

 

16 Contingent liabilities

 

Claims in Malaysia

Four writs claiming damages for libel were issued in Malaysia against the company and three of its employees in respect of an article published in one of the company's magazines, International Commercial Litigation, in November 1995. The writs were served on the company on October 22 1996. Two of these writs have been discontinued. The total outstanding amount claimed on the two remaining writs is Malaysian ringgits 82.6m (£15.0m). No provision has been made for these claims in these financial statements as the directors do not believe the company has any material liability in respect of these writs.

 

 

17 Related party transactions

The group has taken advantage of the exemption allowed under IAS 24 'Related Party Disclosures' not to disclose transactions and balances between group companies that have been eliminated on consolidation. Other related party transactions and balances are detailed below:

 

(i) The group had borrowings under a US$160m multi-currency facility with Daily Mail and General Holdings Limited (DMGH), a Daily Mail and General Trust plc (DMGT) group company, as follows:

 

 

Unaudited

 as at

March 31

Unaudited

 as at

March 31

Unaudited

as at

 March 31

Unaudited

as at

 March 31

Audited

 as at

 Sept 30

Audited

 as at

 Sept 30

 

2015

2015

2014

2014

2014

2014

 

US$000's

£000's

US$000's

£000's

US$000's

£000's

 

 

 

 

 

 

 

Amounts owing in US$ at end of period

10,537

7,097

34,367

20,614

62,486

38,543

Amounts owing in GBP at end of period

-

10,409

-

22,200

-

7,895

Amounts due under current account facility at end of period

1,359

916

(1,148)

(689)

(1,234)

(761)

 

 

18,422

 

42,125

 

45,677

Fees on the available facility for the period

-

183

-

239

-

417

 

(ii) During the period the group expensed services provided by DMGT, the group's parent, and other fellow group companies, as follows:

 

 

 

 

 

Unaudited

 six months

 ended

March 31

Unaudited

six months

 ended

 March 31

Audited

year

 ended

 Sept 30

 

 

 

 

2015

2014

2014

 

 

 

 

£000's

£000's

£000's

 

 

 

 

 

 

 

Services expensed

 

 

 

285

252

503

 

(iii) During the period DMGT group companies surrendered tax losses to Euromoney Consortium Limited under an agreement between the two groups. These tax losses are relievable against UK taxable profits of the group under HMRC's consortium relief rules:

 

 

 

Unaudited

 as at

March 31

Unaudited

as at

 March 31

Audited

 as at

 Sept 30

 

 

2015

2014

2014

 

 

£000's

£000's

£000's

 

 

 

 

 

Amounts payable

 

1,100

1,091

1,626

Tax losses with tax value

 

1,467

1,454

2,168

Amounts owed to DMGT group at end of period

 

1,100

1,091

(387)

 

(iv) DMGT group companies have an agreement to surrender tax losses to Euromoney Consortium 2 Limited. These tax losses are relievable against UK taxable profits of the group under HMRC's consortium relief rules. During the period, no tax losses were surrendered:

 

 

 

Unaudited

 as at

March 31

Unaudited

as at

 March 31

Audited

 as at

 Sept 30

 

 

2015

2014

2014

 

 

£000's

£000's

£000's

 

 

 

 

 

Amounts payable

 

-

169

226

Tax losses with tax value

 

-

226

302

Amounts owed to DMGT group at end of period

 

-

169

(226)

 

 

(v) During the period the group received dividends from its associate undertakings:

 

 

 

 

Unaudited

 as at

March 31

Unaudited

as at

 March 31

Audited

 as at

 Sept 30

 

 

2015

2014

2014

 

 

£000's

£000's

£000's

 

 

 

 

 

Capital NET Limited

 

123

-

291

GGA Pte. Limited

 

-

-

32

 

 

123

-

323

 

 

18 Events after the balance sheet date

 

Increase in equity holdings

Family Office Network Limited (FON)

In April 2015 the group acquired 49% of the equity share capital of FON for a cash consideration of US$0.2m (£0.1m). The group's equity shareholding in FON increased to 100%.

 

Investment

World Bulk Wine Exhibition (WBWE)

In April 2015 the group acquired 40% of the equity share capital in WBWE for a consideration of €0.9m (£0.7m). WBWE is the biggest event in the world dedicated to the commercialisation of bulk wine.

 

Responsibility Statement

 

 

We confirm that to the best of our knowledge:

 

(a) these Condensed Consolidated Financial Statements have been prepared in accordance with IAS 34 'Interim Financial Reporting';

(b) this Interim Financial Report includes a fair review of the information required by DTR 4.2.7R (indication of important events during the first six months and description of principal risks and uncertainties for the remaining six months of the year); and

(c) this Interim Financial Report includes a fair review of the information required by DTR 4.2.8R (disclosure of related party transactions and changes therein).

 

 

By order of the board,

 

 

 

 

Christopher Fordham

Director

May 13 2015

 

 

 

 

Colin Jones

Director

May 13 2015

 

Independent Review Report to Euromoney Institutional Investor PLC

 

Report on the condensed consolidated financial statements

 

Our conclusion

We have reviewed the condensed consolidated financial statements, defined below, in the Interim Financial Report of Euromoney Institutional Investor PLC for the six months ended March 31 2015. Based on our review, nothing has come to our attention that causes us to believe that the condensed consolidated financial statements are not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority.

 

This conclusion is to be read in the context of what we say in the remainder of this report.

 

What we have reviewed

The condensed consolidated financial statements, which are prepared by Euromoney Institutional Investor PLC, comprise:

 

· the condensed consolidated statement of financial position at March 31 2015;

· the condensed consolidated income statement and statement of comprehensive income for the period then ended;

· the condensed consolidated statement of changes in equity for the period then ended;

· the condensed consolidated statement of cash flows for the period then ended; and

· the explanatory notes to the condensed consolidated financial statements.

 

As disclosed in note 1, the financial reporting framework that has been applied in the preparation of the full annual financial statements of the group is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.

 

The condensed consolidated financial statements included in the Interim Financial Report have been prepared in accordance with International Accounting Standard 34, 'Interim Financial Reporting', as adopted by the European Union and the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority.

 

What a review of condensed consolidated financial statements involves

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity' issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures.

 

A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

 

We have read the other information contained in the Interim Financial Report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed consolidated interim financial statements.

 

Responsibilities for the condensed consolidated financial statements and the review

 

Our responsibilities and those of the directors

The Interim Financial Report, including the condensed consolidated financial statements, is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the Interim Financial Report in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority.

 

Our responsibility is to express to the company a conclusion on the condensed consolidated financial statements in the Interim Financial Report based on our review. This report, including the conclusion, has been prepared for and only for the company for the purpose of complying with the Disclosure and Transparency Rules of the Financial Conduct Authority and for no other purpose. We do not, in giving this conclusion, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

 

 

PricewaterhouseCoopers LLP

Chartered Accountants

May 13 2015

London

 

Notes:

(a) The maintenance and integrity of the Euromoney Institutional Investor PLC website is the responsibility of the directors; the work carried out by the auditors does not involve consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred to the condensed consolidated financial statements since they were initially presented on the website.

(b) Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

 

Directors

 

 

Executive Directors

PR Ensor (Chairman) ‡

CHC Fordham (Managing Director) ‡

CR Jones (Finance Director)

NF Osborn

DE Alfano

JL Wilkinson

B AL-Rehany

 

Non-executive Directors

The Viscount Rothermere ‡

Sir Patrick Sergeant ‡

JC Botts †‡§

MWH Morgan †‡

DP Pritchard §

ART Ballingal

TP Hillgarth §

 

† member of the remuneration committee

‡ member of the nominations committee

§ member of the audit committee

 

President Sir Patrick Sergeant

 

 

 

 

 

 

 

 

Shareholder Information

 

Financial calendar

 

2015 interim results announcement

Thursday May 14 2015

Interim dividend ex-dividend date

Thursday May 21 2015

Interim dividend record date

Friday May 22 2015

General meeting

Monday June 1 2015

Payment of 2015 interim dividend

Thursday June 18 2015

Interim Management Statement

Thursday July 23 2015*

2015 final results announcement

Thursday November 19 2015*

Final dividend ex-dividend date

Thursday November 26 2015*

Final dividend record date

Friday November 27 2015*

Interim Management Statement

Thursday January 28 2016*

2016 AGM (approval of final dividend)

Thursday January 28 2016*

Payment of final dividend

Thursday February 11 2016*

Loan note interest paid to holders of loan notes on

Tuesday June 30 2015

 

Thursday December 31 2015

 

* Provisional dates and are subject to change.

 

Shareholder enquiries

Administrative enquiries about a holding of Euromoney Institutional Investor PLC shares should be directed in the first instance to the company's registrars, Equiniti.

 

Telephone: 0871 384 2951 (calls cost 8p per minute plus network extras. Lines open 8:30am to 5:30pm, Monday to Friday).

Overseas Telephone: (00) 44 121 415 0246.

 

A number of facilities are available to shareholders through the secure online site: www.shareview.co.uk.

 

Loan note redemption information

Loan notes can be redeemed twice a year on the interest payment dates above by depositing the Notice of Repayment printed on the Loan Note Certificate at the company's registered office. At least 20 business days' written notice prior to the redemption date is required.

 

Company secretary and registered office

B Hennigan

8 Bouverie Street

London

EC4Y 8AX

England registered number: 954730

 

Advisors

Auditor

PricewaterhouseCoopers LLP

1 Embankment Place

London

WC2N 6RH

Solicitor

Nabarro

125 London Wall

London

EC2Y 5AL

Broker

UBS

1 Finsbury Avenue, London EC2M 2PP

Registrars

Equiniti

Aspect House

Spencer Road

Lancing

West Sussex

BN99 6DA

 

 

 

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