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Interim Results

17th May 2012 07:00

RNS Number : 5269D
Euromoney Institutional InvestorPLC
17 May 2012
 



EMBARGOED - NOT FOR RELEASE UNTIL 7am on 17/5/12

May 17 2012

EUROMONEY INSTITUTIONAL INVESTOR PLC

INTERIM FINANCIAL REPORT FOR THE SIX MONTHS TO MARCH 31 2012

 

Highlights

2012

2011

Change

Revenue

£189.4

m

£167.6

m

13%

Adjusted results:

• Adjusted operating profit

£56.7

m

£49.8

m

14%

• Adjusted profit before tax

£48.6

m

£41.6

m

17%

• Adjusted diluted earnings a share

29.7

p

25.7

p

16%

Statutory results:

• Operating profit

 £43.6

m

£38.0

m

15%

• Profit before tax

 £39.8

m

£32.7

m

22%

• Diluted earnings a share

22.5

p

17.9

p

26%

Net debt*

£88.5

m

£119.2

m

(£30.7m)

Interim dividend

7.00

p

6.25

p

12%

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 2011

 

·; Revenues up 13% to £189.4m

·; Subscriptions 53% of group revenues

·; Adjusted profit before tax up 17% to £48.6m

·; Adjusted operating margin unchanged at 30%

·; Emerging markets continue to drive growth

·; Net debt reduced by £30m, now less than 1x EBITDA

·; Interim dividend increased by 12% to 7p a share

·; Successful integration of NDR and Global Grain acquisitions

·; Third quarter trading in line with board's expectations

 

Commenting on the first half results, chairman Padraic Fallon said:

 

"The company delivered strong organic growth, as well as the benefits of acquisitions. Research and data revenue growth of 33% highlights the group's progress to an online information business.

 

"The outlook for financial markets still looks tough, particularly in the Eurozone. In contrast, sentiment in US markets is improving, and emerging markets remain in reasonable health as measures to control inflation in key markets such as China appear to be working. Overall trading remains in line with the board's expectations."

 

Highlights

Euromoney Institutional Investor PLC, the international publishing, events and electronic information group, achieved an adjusted profit before tax of £48.6m for the six months to March 31 2012, against £41.6m for the same period in 2011. Adjusted diluted earnings a share increased by 16% to 29.7p (2011: 25.7p) and the board has approved a 12% increase in the interim dividend to 7p (2011: 6.25p) a share to be paid to shareholders on July 19 2012.

 

Total revenues for the period increased by 13% to £189.4m. Underlying revenues, excluding acquisitions, increased by 5%. Headline subscription revenues increased by 22% and accounted for 53% (2011: 49%) of the group's revenues for the period. Underlying subscription revenues increased by 7%, continuing the good growth momentum from 2011.

 

The adjusted operating margin was unchanged at 30%. Costs, particularly headcount, have been tightly controlled. At the same time, the group has continued to invest in technology and new products as part of its online growth strategy.

 

Net debt at March 31 was £88.5m compared with £119.2m at year end. The reduction in net debt largely reflects the continued strong operating cash flows of the group. The only significant capital outflow in the period was £5.7m for the acquisition of the Global Grain event business in February. Net debt has fallen to less than one times EBITDA, leaving plenty of headroom for the group to pursue its selective acquisition strategy.

 

The outlook for financial markets remains challenging. The continuing uncertainty over the future of the Eurozone, along with increasing political instability in the region, is holding back growth and causing European financial institutions to implement tough cost measures. In contrast, sentiment for US markets is improving, and emerging markets remain in reasonable health as measures to control inflation in key markets such as China appear to be working.

 

Strategy

The group'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 subscription products; using technology efficiently to assist the online migration of the group's print products as well as developing new electronic information services; investing in products of the highest quality; eliminating products with a low margin or too high a dependence on advertising; maintaining tight cost control at all times; retaining and fostering an entrepreneurial culture; and using a healthy balance sheet and strong cash flows to fund selective acquisitions.

 

Driving revenue growth from existing as well as new products is a key part of the group's strategy. Since 2010, the group has been investing heavily in technology and content delivery platforms, particularly for the mobile user, and in new digital products as part of its transition to an online information business. The level of investment has continued at a similar rate to last year with nearly £5m (2011: £4m) expensed on technology and new products. Steady investment alongside the tight control of other costs underpins the group's strategy for managing its margins.

 

Acquisitions remain a key part of our strategy and in February the group completed the purchase of Global Grain for £5.7m. Global Grain Geneva is the world's leading event for international grain traders, run in November each year. The group has a successful record of building fast growing global event businesses, with Coaltrans Conferences and Metal Bulletin Events being two striking examples. The plan is to do the same with Global Grain and an event for the Asia-Pacific region was launched successfully in March.

 

Meanwhile Ned Davis Research (NDR), acquired for £68m in August 2011, has been integrated successfully with the rest of the group including the restructuring of the sales teams and consolidation of the back office functions ahead of time. The focus now is on driving the revenue growth of NDR through an expanded sales team and building a range of new international research products. With its strong cash flows and net debt below one times EBITDA, the group has significant funding capacity for further acquisitions.

 

Trading Review

Total revenues for the period increased by 13% to £189.4m. Underlying revenues, excluding the impact of last year's acquisition of NDR, increased by 5%. Although the group derives a significant proportion of its revenues in foreign currencies, movements in exchange rates had no material impact on underlying revenues in this period.

HY2012

HY2011

Headline change

Change at constant exchange rates

Revenues

£m

£m

Q1

Q2

H1

H1

Subscriptions

100.2

82.0

25%

20%

22%

22%

Advertising

24.9

27.3

(13%)

(4%)

(9%)

(9%)

Sponsorship

20.5

20.4

2%

(1%)

1%

-

Delegates

41.1

34.5

10%

30%

19%

19%

Other/closed

4.8

4.8

(13%)

21%

-

-

Foreign exchange losses on forward currency contracts

(2.1)

(1.4)

-

-

-

-

Total revenues

189.4

167.6

11%

16%

13%

13%

 

Headline subscription revenues increased by 22%, and accounted for 53% (2011: 49%) of the group's revenues for the period. Underlying subscription revenues, excluding NDR, increased by 7%, continuing the good momentum from 2011. Once again, the subscription growth has been driven largely by the group's electronic information services such as BCA Research and CEIC Data.

 

The performance of advertising and sponsorship revenues reflects the continuing uncertainty and volatility in financial markets, with global financial institutions exerting tighter controls over headcount and marketing costs. Pressure on these revenue streams was first felt in the final quarter of financial year 2011 and has continued, although the improvement in advertising revenues at the end of the second quarter reversed the negative trend.

 

The stronger performance of delegate revenues in the second quarter was mostly due to timing differences on events and the impact of the political unrest in the Middle East on delegate bookings last year: the underlying increase in delegate revenues in this period was 6% against 10% in the first quarter.

 

The adjusted operating margin was unchanged at 30%. Costs have been tightly controlled and permanent headcount increased by just three to 2,114 people in the first half. At the same time, the group has continued to invest in technology and new products at a similar level to year as part of its online growth strategy.

 

Business Review

Financial Publishing: revenues fell by 7% to £36.5m and adjusted operating profits by 12% to £10.9m. Both revenues and margins have felt the impact of reductions in advertising spend, particularly among the global financial institutions, although advertising from emerging markets has held up well for titles such as Euromoney. At the same time, the businesses have continued to invest in their migration to a digital publishing model.

 

Business Publishing: the group's activities in non-financial sectors of the market, particularly commodities, energy and legal, have proved more robust, partly because they are less dependent on print advertising. Revenues increased by 6% to £27.5m with Metal Bulletin the strongest performer. Adjusted operating profits were unchanged at £9.3m reflecting the further investment in digital publishing.

 

Training: revenues fell by 4% to £15.1m and adjusted operating profits by 22% to £2.9m. Training has the largest exposure of the group's divisions to emerging markets, and most of the businesses have held up well with underlying growth from markets such as the Middle East which suffered during the last year's political unrest. The sharp fall in margins was attributable to the completion at the end of last year of a long-term training contract in Asia.

 

Conferences and Seminars: the event businesses have continued to be a key driver of the group's growth, with revenues up 22% to £46.7m and adjusted operating profits up 30% to £15.8m. Signs of tighter budgets for event sponsorship were first seen last summer, and sponsorship revenues for the period were flat. The growth has come from delegate-driven events, both in finance including the European Airfinance Conference and IMN's ABS East Conference as well as from some of the group's largest events in areas outside finance including the Coaltrans World Coal Conference and Metal Bulletin's International Ferro-Alloys Conference. Timing differences on events in the second quarter also contributed to the revenue growth, including a couple of biennial events run this year and other events brought forward from April to March. The underlying increase in event revenues was approximately 10%.

 

Research and Data: revenues are predominantly derived from subscriptions and increased by 33% to £65.8m. Underlying growth excluding NDR was 8%. The main driver of growth in this division is BCA, the independent macroeconomic research house, which has continued to maintain a high renewal rate reflecting the strong customer loyalty to its products. Good growth has also come from CEIC, the emerging market data provider, and the capital market databases run as a joint venture with Dealogic. Last year saw significant investment in BCA and CEIC to drive future growth, and although that investment continues, the lower levels of spend have helped the adjusted operating margin for the division improve to 43%. Adjusted operating profits including the contribution from NDR were £28.3m, meaning research and data activities now account for half the group's adjusted operating profits, against only 12% in 2006.

 

Financial Review

The adjusted profit before tax of £48.6m compares to a statutory profit before tax of £39.8m. The statutory profit before tax is usually lower than the adjusted profit before tax because of the impact of acquired intangible amortisation. A detailed reconciliation of the group's adjusted and statutory results is set out in the appendix to this statement.

 

Adjusted net finance costs for the group's committed borrowing facility fell by £0.3m to £3.3m. The average cost of funds for the period was 4.6% (2011: 5.6%). Headline net finance costs of £3.8m (2011: £5.3m) include a £0.5m charge for imputed interest on acquisition option commitment values.

The adjusted effective tax rate for the first half was 24%, against 26% for the same period in 2011. The adjusted effective tax rate for the full year is expected to be 23%. The tax rate in each period depends mainly on the geographic mix of profits and continues to benefit from reductions in UK and Canadian corporate tax rates.

 

The group continues to generate nearly two thirds of its revenues, including approximately 30% of its UK revenues, and more than half of its operating profits in US dollars. The average sterling-US dollar rate for the six months to March 31 was $1.58 (2011: $1.59) and therefore the impact of exchange rate movements on headline revenues and on the translation of overseas profits was not significant. The average US dollar rate in the second half of financial year 2011 was $1.63.

 

Net Debt, Cash Flow and Dividend

Net debt at March 31 was £88.5m compared with £119.2m at year end. The only significant capital outflow in the period was the £5.7m payment for the acquisition of the Global Grain event businesses. Operating cash flows in the first half are traditionally less than in the second due to the payment for annual profit shares which is normally made in December. Cash generated from operations was £49.4m (2011: £51.9m) and the operating cash conversion rate was 87% (2011: 104%). The stronger cash generation and conversion numbers in financial year 2011 were due to the timing of cash payments for profit shares in that year.

The group's debt is provided through a $300m (£189m) multi-currency committed facility from Daily Mail and General Trust plc (DMGT), the group's parent, which expires in December 2013. In the absence of any significant acquisitions, the group has no pressing requirement to arrange new finance before this facility expires. However, the group has agreed terms with DMGT that provide it with access to a new $300m facility for the period from January 2014 through April 2016 should it be required. The group manages its borrowings to a net debt to EBITDA limit of three times. The ratio at the end of March was 0.8 times against 1.0 times at year end.

 

The company's policy is to distribute a third of its after-tax earnings by way of dividends each year, with approximately one third of the total dividend paid as an interim. Pursuant to this policy, the board has approved a 12% increase in the interim dividend to 7p a share, to be paid on July 19 to shareholders on the register on May 25. A scrip dividend alternative will again be offered to shareholders for the interim dividend. However, recent acceptance levels for the scrip dividend alternative have been lower than expected and the board does not expect to offer the scrip alternative with future dividends.

 

Capital Appreciation Plan (CAP)

The CAP is the group's long-term incentive scheme designed to retain and reward those who drive profit growth and is an integral part of the group's successful growth and investment strategy.

 

The £100m CAP profit target, defined as adjusted profit before tax and before CAP expense, was achieved in financial year 2011, two years earlier than expected. However, individual CAP awards will be based on profits for financial year 2012 and the first tranche of CAP awards will therefore not vest until February 2013. The second tranche of CAP awards will only vest if the revised CAP profit target of £105m, which was increased following the acquisition of NDR, is achieved in financial year 2012 or later. Awards under the CAP will be satisfied by the issue of approximately 3.5 million new ordinary shares and £15m cash, in two roughly equal tranches.

 

The earlier than expected achievement of the CAP profit target triggered an additional accelerated CAP expense of £6.6m in financial year 2011, with a corresponding reduction in the expected CAP expense for financial years 2012, 2013 and 2014 of £1.1m, £3.8m and £1.7m respectively. The board excluded this additional accelerated CAP expense from the adjusted diluted earnings a share figure used for setting the 2011 dividend, and intends to apply the same treatment to the reduction in CAP expense for setting future dividends.

 

The long-term incentive expense for the period to March 31 was £5.0m (2011: £4.7m). The expected expense for the second half is only £2.0m. The first half weighting of the expense reflects the accelerated vesting for accounting purposes under IFRS 2 after the CAP profit target was achieved earlier than expected.

 

Outlook

The outlook for financial markets remains challenging. The continuing uncertainty over the future of the Eurozone, along with increasing political instability in the region, is holding back growth and causing European financial institutions to implement tough cost measures. In contrast, sentiment for US markets is improving, and emerging markets remain in reasonable health as measures to control inflation in key markets such as China appear to be working.

 

Underlying revenues in April (after adjusting for timing differences) increased by 6% compared to a year ago. Recent sales trends suggest the outlook for advertising and sponsorship revenues remains challenging but forward revenue visibility for the group's events businesses, for which the third quarter is the most important, is encouraging. The rate of growth in subscription revenues is expected to fall in the second half, albeit only gradually, as growth comparisons become tougher. Overall trading remains in line with the board's expectations.

 

The group has a successful and sustainable strategy and will continue to invest in technology and new digital publishing models as it drives its transition to a global online information business, at the same time as managing its margins and using its strong cash flows to pursue further acquisitions.

 

 

Padraic Fallon

Chairman

May 16 2012

END

 

For further information, please contact:

 

Euromoney Institutional Investor PLC

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

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

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

 

FTI Consulting

Charles Palmer: +44 20 7269 7180; [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.

 

The 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 a member of the FTSE-250 share index. It is a leading international business-to-business media group focused primarily on the international finance, metals and commodities sectors. It publishes more than 70 titles in both print and on-line format including Euromoney, Institutional Investor and Metal Bulletin, and is a leading provider of electronic research and data under the BCA Research, Ned Davis Research and ISI Emerging Markets brands. It also runs an extensive portfolio of conferences, seminars and training courses for financial 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 Condensed Consolidated Income Statement to adjusted results for the six months ended March 31 2012

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

 

Unaudited

Unaudited

Audited

six months

six months

year

ended

ended

ended

March 31

March 31

Sept 30

2012

2011

2011

Adjusted

Adjustments

Total

Adjusted

Adjustments

Total

Adjusted

Adjustments

Total

Notes

£000's

£000's

£000's

£000's

£000's

£000's

£000's

£000's

£000's

Total revenue

2

189,437

-

189,437

167,579

-

167,579

363,142

-

363,142

Operating profit before acquired intangible amortisation, long-term incentive expense and exceptional items

2

56,652

-

56,652

49,809

-

49,809

108,967

-

108,967

Acquired intangible amortisation

-

(7,728)

(7,728)

-

(5,814)

(5,814)

-

(12,221)

(12,221)

Long-term incentive expense

(5,047)

-

(5,047)

(4,717)

-

(4,717)

(9,491)

-

(9,491)

Additional accelerated long-term incentive expense

-

-

-

-

-

-

-

(6,603)

(6,603)

Exceptional items

4

-

(517)

(517)

-

(1,424)

(1,424)

-

(3,295)

(3,295)

Operating profit before associates

51,605

(8,245)

43,360

45,092

(7,238)

37,854

99,476

(22,119)

77,357

Share of profits in associates

289

-

289

147

-

147

408

-

408

Operating profit

51,894

(8,245)

43,649

45,239

(7,238)

38,001

99,884

(22,119)

77,765

Finance income

5

755

-

755

880

183

1,063

1,761

-

1,761

Finance expense

5

(4,057)

(513)

(4,570)

(4,514)

(1,830)

(6,344)

(8,961)

(2,368)

(11,329)

Net finance costs

(3,302)

(513)

(3,815)

(3,634)

(1,647)

(5,281)

(7,200)

(2,368)

(9,568)

Profit before tax

48,592

(8,758)

39,834

41,605

(8,885)

32,720

92,684

(24,487)

68,197

Tax expense on profit

6

(11,721)

(139)

(11,860)

(10,866)

(413)

(11,279)

(24,164)

1,637

(22,527)

Profit after tax

2

36,871

(8,897)

27,974

30,739

(9,298)

21,441

68,520

(22,850)

45,670

Attributable to:

Equity holders of the parent

36,764

(8,897)

27,867

30,711

(9,298)

21,413

68,441

(22,850)

45,591

Equity non-controlling interests

107

-

107

28

-

28

79

-

79

36,871

(8,897)

27,974

30,739

(9,298)

21,441

68,520

(22,850)

45,670

Diluted earnings per share - continuing operations

8

29.72p

(7.19)p

22.53p

25.70p

(7.78)p

17.92p

56.05p

(18.71)p

37.34p

 

Adjusted figures are presented before the impact of amortisation of acquired intangible assets (comprising brands, trademarks, databases and customer relationships) and goodwill impairment, additional accelerated long-term incentive expense, restructuring and other exceptional operating costs, movements in deferred consideration, and non-cash movements on acquisition option commitment values. In respect of earnings, adjusted amounts reflect a tax rate that includes the current tax effect of the amortisation of goodwill and intangible assets.

 

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

Condensed Consolidated Income Statement

for the six months ended March 31 2012

 

 

Unaudited

Unaudited

Audited

six months

six months

year

ended

ended

ended

March 31

March 31

Sept 30

2012

2011

2011

Notes

£000's

£000's

£000's

Total revenue

2

189,437

167,579

363,142

Operating profit before acquired intangible amortisation, long-term incentive expense and exceptional items

2

56,652

49,809

108,967

Acquired intangible amortisation

(7,728)

(5,814)

(12,221)

Long-term incentive expense

(5,047)

(4,717)

(9,491)

Additional accelerated long-term incentive expense

-

-

(6,603)

Exceptional items

4

(517)

(1,424)

(3,295)

Operating profit before associates

43,360

37,854

77,357

Share of results in associates

289

147

408

Operating profit

43,649

38,001

77,765

Finance income

5

755

1,063

1,761

Finance expense

5

(4,570)

(6,344)

(11,329)

Net finance costs

(3,815)

(5,281)

(9,568)

Profit before tax

39,834

32,720

68,197

Tax expense on profit

6

(11,860)

(11,279)

(22,527)

Profit after tax

2

27,974

21,441

45,670

Attributable to:

Equity holders of the parent

27,867

21,413

45,591

Equity non-controlling interests

107

28

79

27,974

21,441

45,670

Basic earnings per share - continuing operations

8

22.87p

17.98p

38.02p

Diluted earnings per share - continuing operations

8

22.53p

17.92p

37.34p

Adjusted basic earnings per share

8

30.18p

25.79p

57.09p

Adjusted diluted earnings per share

8

29.72p

25.70p

56.05p

Dividend per share (including proposed dividends)

7

7.00p

6.25p

18.75p

 

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 8.

 

 

Condensed Consolidated Statement of Comprehensive Income

for the six months ended March 31 2012

 

Unaudited

Unaudited

Audited

six months

six months

year

ended

ended

ended

March 31

March 31

Sept 30

2012

2011

2011

£000's

£000's

£000's

Profit after tax

27,974

21,441

45,670

Change in fair value of cash flow hedges

3,148

1,477

(1,340)

Transfer of loss/(gain) on cash flow hedges from fair value reserves to income statement:

Foreign exchange losses in total revenue

2,713

1,642

4,398

Foreign exchange losses/(gains) in operating profit

45

(730)

(695)

Interest payable on committed borrowings

586

2,106

3,985

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

(9,055)

(2,612)

9,330

Net exchange differences on foreign currency loans

4,006

332

(5,691)

Actuarial (losses)/gains on defined benefit pension scheme

(1,099)

1,599

(1,032)

Tax on items above

(278)

(1,523)

1,395

Other comprehensive income for the period

66

2,291

10,350

Total comprehensive income for the period

28,040

23,732

56,020

Attributable to:

Equity holders of the parent

27,805

23,704

55,923

Equity non-controlling interests

235

28

97

28,040

23,732

56,020

 

 

 

Condensed Consolidated Statement of Financial Position

as at March 31 2012

 

Unaudited

Unaudited

Audited

as at

as at

as at

March 31

March 31

Sept 30

2012

2011

2011

Notes

£000's

£000's

£000's

Non-current assets

Intangible assets

Goodwill

10

334,969

294,552

336,632

Other intangible assets

10

143,896

117,873

153,410

Property, plant and equipment

19,346

19,215

20,390

Investments in associates

856

78

-

Deferred tax assets

13,083

13,642

13,216

Net pension surplus

-

399

-

Derivative financial instruments

249

370

218

512,399

446,129

523,866

Current assets

Trade and other receivables

68,913

65,725

71,417

Current income tax assets

5,794

5,446

9,803

Cash at bank and in hand

13,867

9,802

14,046

Derivative financial instruments

1,736

1,550

1,126

90,310

82,523

96,392

Current liabilities

Acquisition option commitments

(5,073)

(828)

(852)

Trade and other payables

(36,163)

(30,547)

(29,970)

Current income tax liabilities

(10,283)

(5,628)

(8,044)

Group relief payable

(1,157)

-

(1,063)

Accruals

(37,949)

(36,112)

(56,249)

Deferred income

11

(114,347)

(108,500)

(105,507)

Derivative financial instruments

(1,433)

(7,754)

(6,275)

Provisions

(852)

(865)

(810)

Committed loan facility

-

-

(58,516)

Loan notes

(1,585)

(1,942)

(1,617)

Bank overdrafts

-

(201)

(1,549)

(208,842)

(192,377)

(270,452)

Net current liabilities

(118,532)

(109,854)

(174,060)

Total assets less current liabilities

393,867

336,275

349,806

Non-current liabilities

Acquisition option commitments

(5,339)

-

(10,149)

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

(5,926)

(5,343)

(11,039)

Preference shares

(10)

-

(10)

Committed loan facility

(100,823)

(110,355)

(71,543)

Deferred tax liabilities

(20,910)

(20,890)

(22,225)

Net pension deficit

(2,647)

-

(1,899)

Derivative financial instruments

(554)

(2,583)

(1,970)

Provisions

(5,634)

(4,489)

(5,396)

(141,843)

(143,660)

(124,231)

Net assets

252,024

192,615

225,575

Shareholders' equity

Called up share capital

12

309

301

303

Share premium account

93,348

77,019

82,124

Other reserve

64,981

64,981

64,981

Capital redemption reserve

8

8

8

Own shares

(74)

(74)

(74)

Reserve for share-based payments

35,997

28,046

33,725

Fair value reserve

(22,270)

(28,598)

(32,768)

Translation reserve

46,033

43,292

55,216

Retained earnings

27,615

7,640

16,218

Equity shareholders' surplus

245,947

192,615

219,733

Equity non-controlling interests

6,077

-

5,842

Total equity

252,024

192,615

225,575

A reconciliation of net debt is set out in the note to the Condensed Consolidated Statement of Cash Flows on page 14.

Condensed Consolidated Statement of Changes in Equity

for the six months ended March 31 2012

 

Reserve

Equity

Share

Capital

for share

Fair

non-

Share

premium

Other

redemption

Own

-based

value

Translation

Retained

controlling

capital

account

reserve

reserve

shares

payments

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 2010

296

66,082

64,981

8

(74)

25,658

(33,425)

45,904

53

169,483

-

169,483

Retained profit for the year

-

-

-

-

-

-

-

-

45,591

45,591

79

45,670

Change in fair value of cash flow hedges

-

-

-

-

-

-

(1,340)

-

-

(1,340)

-

(1,340)

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

Foreign exchange losses in total revenue

-

-

-

-

-

-

4,398

-

-

4,398

-

4,398

Foreign exchange losses in operating profit

-

-

-

-

-

-

(695)

-

-

(695)

-

(695)

Interest payable on committed borrowings

-

-

-

-

-

-

3,985

-

-

3,985

-

3,985

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

-

-

-

-

-

-

-

9,312

-

9,312

18

9,330

Net exchange differences on foreign currency loans

-

-

-

-

-

-

(5,691)

-

-

(5,691)

-

(5,691)

Actuarial losses on defined benefit pension schemes

-

-

-

-

-

-

-

-

(1,032)

(1,032)

-

(1,032)

Tax on items taken directly to equity

-

-

-

-

-

-

-

-

1,395

1,395

-

1,395

Total comprehensive income for the year

-

-

-

-

-

-

657

9,312

45,954

55,923

97

56,020

Changes in ownership of subsidiaries

-

-

-

-

-

-

-

-

1,091

1,091

(208)

883

Recognition of acquisition option commitments

-

-

-

-

-

-

-

-

(9,451)

(9,451)

-

(9,451)

Non-controlling interest recognised on acquisition

-

-

-

-

-

-

-

-

-

-

5,981

5,981

Exercise of acquisition option commitments

-

-

-

-

-

-

-

-

19

19

(19)

-

Credit for share-based payments

-

-

-

-

-

8,067

-

-

-

8,067

-

8,067

Scrip/cash dividends paid

6

15,325

-

-

-

-

-

-

(21,448)

(6,117)

(28)

(6,145)

Exercise of share options

1

717

-

-

-

-

-

-

-

718

19

737

At September 30 2011

303

82,124

64,981

8

(74)

33,725

(32,768)

55,216

16,218

219,733

5,842

225,575

 

Reserve

Equity

Share

Capital

for share

Fair

non-

Share

premium

Other

redemption

Own

-based

value

Translation

Retained

controlling

capital

account

reserve

reserve

shares

payments

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

Retained profit for the period

-

-

-

-

-

-

-

-

27,867

27,867

107

27,974

Change in fair value of cash flow hedges

-

-

-

-

-

-

3,148

-

3,148

-

3,148

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

Foreign exchange losses in total revenue

-

-

-

-

-

-

2,713

-

-

2,713

-

2,713

Foreign exchange gains in operating profit

-

-

-

-

-

-

45

-

-

45

-

45

Interest payable on committed borrowings

-

-

-

-

-

-

586

-

-

586

-

586

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

-

-

-

-

-

-

-

(9,183)

-

(9,183)

128

(9,055)

Net exchange differences on foreign currency loans

-

-

-

-

-

-

4,006

-

-

4,006

-

4,006

Actuarial gains on defined benefit pension schemes

-

-

-

-

-

-

-

-

(1,099)

(1,099)

-

(1,099)

Tax on items taken directly to equity

-

-

-

-

-

-

-

-

(278)

(278)

-

(278)

Total comprehensive income for the period

-

-

-

-

-

-

10,498

(9,183)

26,490

27,805

235

28,040

Exercise of acquisition option commitments

-

-

-

-

-

-

-

-

62

62

(62)

-

Credit for share-based payments

-

-

-

-

-

2,272

-

-

-

2,272

-

2,272

Scrip/cash dividends paid

4

10,392

-

-

-

-

-

-

(15,155)

(4,759)

-

(4,759)

Exercise of share options

2

832

-

-

-

-

-

-

-

834

62

896

At March 31 2012

309

93,348

64,981

8

(74)

35,997

(22,270)

46,033

27,615

245,947

6,077

252,024

 

 

Reserve

Equity

Share

Capital

for share

Fair

non-

Share

premium

Other

redemption

Own

-based

value

Translation

Retained

controlling

capital

account

reserve

reserve

shares

payments

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 2010

296

66,082

64,981

8

(74)

25,658

(33,425)

45,904

53

169,483

-

169,483

Retained profit for the period

-

-

-

-

-

-

-

-

21,413

21,413

28

21,441

Change in fair value of cash flow hedges

-

-

-

-

-

-

1,477

-

-

1,477

-

1,477

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

Foreign exchange losses in total revenue

-

-

-

-

-

-

1,642

-

-

1,642

-

1,642

Foreign exchange gains in operating profit

-

-

-

-

-

-

(730)

-

-

(730)

-

(730)

Interest payable on committed borrowings

-

-

-

-

-

-

2,106

-

-

2,106

-

2,106

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

-

-

-

-

-

-

-

(2,612)

-

(2,612)

-

(2,612)

Net exchange differences on foreign currency loans

-

-

-

-

-

-

332

-

-

332

-

332

Actuarial gains on defined benefit pension schemes

-

-

-

-

-

-

-

-

1,599

1,599

-

1,599

Tax on items taken directly to equity

-

-

-

-

-

-

-

-

(1,523)

(1,523)

-

(1,523)

Total comprehensive income for the period

-

-

-

-

-

-

4,827

(2,612)

21,489

23,704

28

23,732

Exercise of acquisition option commitments

-

-

-

-

-

-

-

-

19

19

(19)

-

Credit for share-based payments

-

-

-

-

-

2,388

-

-

-

2,388

-

2,388

Scrip/cash dividends paid

4

10,339

-

-

-

-

-

-

(13,921)

(3,578)

(28)

(3,606)

Exercise of share options

1

598

-

-

-

-

-

-

-

599

19

618

At March 31 2011

301

77,019

64,981

8

(74)

28,046

(28,598)

43,292

7,640

192,615

-

192,615

 

 

Condensed Consolidated Statement of Cash Flows

for the six months ended March 31 2012

 

Unaudited

Unaudited

Audited

six months

six months

year

ended

ended

ended

March 31

March 31

Sept 30

2012

2011

2011

£000's

£000's

£000's

Cash flow from operating activities

Operating profit

43,649

38,001

77,765

Share of profits in associates

(289)

(147)

(408)

Acquired intangible amortisation

7,728

5,814

12,221

Licences and software amortisation

179

146

302

Long-term incentive expense

5,047

4,717

16,094

Intangible impairment

-

-

120

Depreciation of property, plant and equipment

1,780

1,258

2,651

Increase in provisions

344

258

1,033

Loss on disposal of property, plant and equipment

-

17

11

Operating cash flows before movements in working capital

58,438

50,064

109,789

Increase/(decrease) in receivables

2,297

(2,012)

(7,464)

(Decrease)/increase in payables

(11,350)

3,882

15,645

Cash generated from operations

49,385

51,934

117,970

Income taxes paid

(6,121)

(19,370)

(27,022)

Group tax relief paid

(1,063)

-

-

Net cash from operating activities

42,201

32,564

90,948

Investing activities

Dividends paid to non-controlling interests

-

(28)

(28)

Dividends received from associate

-

316

656

Interest received

135

229

293

Purchase of intangible assets

(109)

(264)

(557)

Purchase of property, plant and equipment

(872)

(1,133)

(2,112)

Proceeds on disposal of property, plant and equipment

1

22

95

(Payment)/receipt following working capital adjustment from purchase of subsidiary undertaking

(1,151)

111

-

Purchase of subsidiary undertaking

(5,092)

-

(64,773)

Purchase of associate

(567)

-

-

Net cash used in investing activities

(7,655)

(747)

(66,426)

Financing activities

Dividends paid

(4,759)

(3,578)

(6,117)

Interest paid

(2,685)

(3,666)

(6,644)

Interest paid on loan notes

(7)

(10)

(17)

Issue of new share capital

834

600

718

Payment of acquisition deferred consideration

-

-

(2,423)

Purchase of additional interest in subsidiary undertakings

(924)

(50)

(50)

Proceeds from disposal of interest in subsidiary undertaking

-

-

891

Proceeds received from non-controlling interest

1,828

-

-

Settlement of derivative assets/liabilities

(332)

(746)

(746)

Redemption of loan notes

(34)

(94)

(420)

Loan repaid to DMGT group company

(56,211)

(133,871)

(506,567)

Loan received from DMGT group company

29,348

108,074

498,067

Net cash used in financing activities

(32,942)

(33,341)

(23,308)

Net increase/(decrease) in cash and cash equivalents

1,604

(1,524)

1,214

Cash and cash equivalents at beginning of period

12,497

11,190

11,190

Effect of foreign exchange rate movements

(234)

(65)

93

Cash and cash equivalents at end of period

13,867

9,601

12,497

 

Cash and cash equivalents include bank overdrafts.

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

 

 

Note to the Condensed Consolidated Statement of Cash Flows

Net debt

 

Unaudited

Unaudited

Audited

six months

six months

year

ended

ended

ended

March 31

March 31

Sept 30

2012

2011

2011

£000's

£000's

£000's

Net debt at beginning of period

(119,179)

(128,757)

(128,757)

Increase/(decrease) in cash and cash equivalents

1,604

(1,524)

1,214

Decrease in amounts owed to DMGT group company

26,863

25,797

8,500

Redemption of loan notes

34

94

420

Interest paid on loan notes

7

10

17

Other non-cash changes

(8)

(7)

(15)

Effect of foreign exchange rate movements

2,138

1,691

(558)

Net debt at end of period

(88,541)

(102,696)

(119,179)

Net debt comprises:

Cash at bank and in hand

13,867

9,802

14,046

Bank overdrafts

-

(201)

(1,549)

Total cash and cash equivalents

13,867

9,601

12,497

Committed loan facility

(100,823)

(110,355)

(130,059)

Loan notes

(1,585)

(1,942)

(1,617)

Net debt

(88,541)

(102,696)

(119,179)

 

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

The group has a $300 million dedicated multi-currency borrowing facility with Daily Mail and General Trust plc group. The facility is divided into sterling and US dollar funds with a maximum total borrowing capacity of $250 million (£156 million) and £33 million. Interest is payable on this facility at a variable rate of between 1.4% and 3.0% above LIBOR dependant on the ratio of adjusted net debt to EBITDA. The facility's covenant requires the group's net debt to be no more than four times adjusted EBITDA on a rolling 12 month basis. Failure to satisfy this covenant 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 2012, the group's net debt to adjusted EBITDA was 0.76 times (March 2011: 1.03 times, September 2011: 1.01 times) and the committed undrawn facility available to the group was £89.0 million (March 2011: £142.0 million, September 2011: £127.9 million). The facility matures on December 31 2013. The group has agreed terms with DMGT that provide it with access to a new funding facility should the group require it during the period from January 2014 through to April 2016.

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 over 100% due to much of its subscription, sponsorship and delegate revenue being paid in advance. For the six months to March 31 2012 the group's cash conversion rate was 87% (March 2011: 104%). The stronger cash conversion number in financial year 2011 was due to the timing of cash payments for profit shares in that year.

 

 

Notes to the Condensed Consolidated Interim Financial Report

 

1 Basis of preparation

 

This Interim Financial Report was approved by the board of directors on May 16 2012.

 

These condensed consolidated financial statements have been prepared in accordance with the disclosure and transparency rules of the Financial Services 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 2011 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

These condensed consolidated financial statements have 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. There were no relevant new standards, amendments or interpretations issued and applied in the six months to March 31 2012.

 

As at March 31 2011, an amount of £4.3 million has been reclassified from trade and other payable to liability for cash-settled options and other non-current liabilities.

 

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 7.

 

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 its dedicated multi-currency borrowing facility with Daily Mail and General Trust plc group (DMGT) put in place in 2008. The three year tranche of the facility (£65 million) matured on December 31 2011 and as intended was not renewed. The remaining funds drawn under the three year facility were rolled into the unused portion of the five year facility. The five year facility provides the group with a borrowing capacity of $300 million divided into sterling and US dollar funds with a maximum total borrowing of $250 million (£156 million) and £33 million and matures on December 31 2013. The facility's covenant requires the group's net debt to be no more than four times adjusted EBITDA on a rolling 12 month basis. At March 31 2012, the group's net debt to adjusted EBITDA was 0.76 times and the committed undrawn facility available to the group was £89 million.

In the absence of any significant acquisitions, the group has no pressing requirement to arrange new finance before its five year facility expires in December 2013. The group's forecasts and projections looking out to September 2014, 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 borrowing facility. In addition, the group has agreed terms with DMGT that provide it with access to a new facility should the group require it during the period from January 2014 through to April 2016.

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.

 

 

 

1 Basis of preparation continued

 

Principal Risks and Uncertainties

 

The principal risks and uncertainties that affect the group are described in detail on pages 15 to 20 of the 2011 annual report available at www.euromoneyplc.com. In summary, they include:

Commercial risks

- Downturn in economy or market sector;

- Travel risk;

 

Operational risks

- Data risk - loss, theft, corruption or unavailability of data including customer, employee and commercial data;

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

- Publishing content risk;

- Incorrect circulation claims;

- Loss of key staff;

- Failure of back-office project;

 

Strategic risks

- Acquisitions and disposal risk;

- Failure of online strategy;

 

Financial risks

- Liquidity risk;

- Market price risk;

- Interest rate risk;

- Foreign currency risk;

- Credit risk; and

- Tax.

 

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 five business divisions: Financial publishing; Business publishing; Training; Conferences and seminars; and Research and data. Financial publishing and Business publishing consist primarily of advertising and subscription revenue. The Training division consists primarily of delegate revenue. Conferences and seminars consists of both sponsorship income and delegate revenue. Research and data consists of subscription revenue. A breakdown of the group's revenue by type is set out below.

 

As explained in the group's 2011 annual report, table revenue has become a larger revenue stream for the group and as such has been reclassified by some businesses from sponsorship revenue to delegate revenue. As a result the March 2011 comparative split of revenue by type has been restated. The total revenue by destination, revenue by division and source and operating profits by source remain unchanged.

 

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

Elimination

Total

2012

2011

2012

2011

2012

2011

2012

2011

2012

2011

£000's

£000's

£000's

£000's

£000's

£000's

£000's

£000's

£000's

£000's

Revenue

by division and source:

Financial publishing

22,512

23,124

16,125

17,649

1,044

1,030

(3,166)

(2,610)

36,515

39,193

Business publishing

19,322

18,370

8,463

7,680

686

648

(979)

(756)

27,492

25,942

Training

10,132

9,228

3,394

3,170

1,645

3,448

(102)

(150)

15,069

15,696

Conferences and seminars

18,891

17,638

20,234

18,048

7,584

2,486

(22)

(16)

46,687

38,156

Research and data

8,658

7,645

44,194

29,452

13,044

12,389

(87)

(9)

65,809

49,477

Sold/closed businesses

-

-

-

-

-

529

-

-

-

529

Corporate revenue

(1)

3

-

-

-

5

1

(8)

-

-

Foreign exchange losses on forward contracts

(2,135)

(1,414)

-

-

-

-

-

-

(2,135)

(1,414)

Total revenue

77,379

74,594

92,410

75,999

24,003

20,535

(4,355)

(3,549)

189,437

167,579

Investment income (note 5)

-

7

2

81

25

16

-

-

27

104

Total revenue and investment income

77,379

74,601

92,412

76,080

24,028

20,551

(4,355)

(3,549)

189,464

167,683

 

 Unaudited six months ended March 31

 

 United Kingdom

 North America

Rest of World

Total

 

2012

2011

2012

2011

2012

2011

2012

2011

£000's

£000's

£000's

£000's

£000's

£000's

£000's

£000's

(restated)

(restated)

(restated)

Revenue

by type and destination:

Subscriptions

15,725

14,747

51,315

35,465

33,147

31,739

100,187

81,951

Advertising

4,363

4,058

10,556

11,741

10,030

11,550

24,949

27,349

Sponsorship

2,820

3,851

9,576

8,635

8,119

7,887

20,515

20,373

Delegates

3,986

5,611

8,875

8,660

28,252

20,222

41,113

34,493

Other

870

767

2,505

2,260

1,433

1,271

4,808

4,298

Sold/closed businesses

-

-

-

-

-

529

-

529

Foreign exchange losses on forward contracts

(2,135)

(1,414)

-

-

-

-

(2,135)

(1,414)

Total revenue

25,629

27,620

82,827

66,761

80,981

73,198

189,437

167,579

 

 

Notes to the Condensed Consolidated Interim Financial Report continued

2 Segmental analysis continued

 

Unaudited six months ended March 31

United Kingdom

North America

Rest of World

Total

2012

2011

2012

2011

2012

2011

2012

2011

£000's

£000's

£000's

£000's

£000's

£000's

£000's

£000's

Operating profit 1

by division and source:

Financial publishing

7,608

8,388

3,255

3,821

49

130

10,912

12,339

Business publishing

6,309

6,644

3,363

2,625

(411)

(140)

9,261

9,129

Training

2,525

2,304

243

174

176

1,318

2,944

3,796

Conferences and seminars

6,699

6,328

6,451

5,559

2,654

288

15,804

12,175

Research and data

4,355

4,117

21,074

14,601

2,873

1,957

28,302

20,675

Sold/closed businesses

-

-

-

1

(22)

(147)

(22)

(146)

Unallocated corporate costs

(9,864)

(7,432)

(474)

(459)

(211)

(268)

(10,549)

(8,159)

Operating profit before acquired intangible amortisation, long-term incentive expense and exceptional items

17,632

20,349

33,912

26,322

5,108

3,138

56,652

49,809

Acquired intangible amortisation 2

(1,493)

(1,638)

(5,952)

(3,912)

(283)

(264)

(7,728)

(5,814)

Long-term incentive expense

(2,590)

(2,677)

(2,012)

(1,872)

(445)

(168)

(5,047)

(4,717)

Exceptional items (note 4)

(316)

-

(201)

(936)

-

(488)

(517)

(1,424)

Operating profit before associates

13,233

16,034

25,747

19,602

4,380

2,218

43,360

37,854

Share of results in associates

289

147

Finance income (note 5)

755

1,063

Finance expense (note 5)

(4,570)

(6,344)

Profit before tax

39,834

32,720

Tax expense

(11,860)

(11,279)

Profit after tax

27,974

21,441

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

2 Acquired intangible amortisation represents amortisation on acquisition related non-goodwill assets comprising brands, trademarks, databases and customer relationships.

Unaudited six months ended March 31

 Acquired intangible amortisation

 Long-term incentive expense

 Exceptional items

 Depreciation and amortisation

2012

2011

2012

2011

2012

2011

2012

2011

£000's

£000's

£000's

£000's

£000's

£000's

£000's

£000's

Other segmental information

by division:

Financial publishing

-

(23)

(765)

(1,064)

18

-

(5)

(4)

Business publishing

(1,332)

(1,412)

(618)

(845)

-

-

(8)

(11)

Training

-

-

(314)

(370)

-

-

(9)

(10)

Conferences and seminars

(187)

(180)

(1,290)

(893)

-

-

(26)

(21)

Research and data

(6,149)

(4,135)

(1,234)

(781)

(219)

(1,342)

(827)

(372)

Unallocated corporate costs

(60)

(64)

(826)

(764)

(316)

405

(1,083)

(984)

Sold/closed businesses

-

-

-

-

-

(487)

-

(2)

(7,728)

(5,814)

(5,047)

(4,717)

(517)

(1,424)

(1,958)

(1,404)

 

 

 

 

Notes to the Condensed Consolidated Interim Financial Report continued

 

3 Seasonality of results

 

The group's results are not materially affected by seasonal or cyclical trading. For the year ended September 30 2011 the group earned 46% of both its revenues and operating profits1 in the first six months of the year (2010: 45% of both its revenues and operating profits1).

 

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 significant in size or nature and which require additional disclosure in order to provide an indication of the adjusted trading performance of the group.

 

Unaudited

Unaudited

Audited

six months

six months

year

ended

ended

ended

March 31

March 31

Sept 30

2012

2011

2011

£000's

£000's

£000's

Acquisition costs

(147)

-

(1,012)

Intangible asset impairment

-

-

(120)

Restructuring and other exceptional net costs

(370)

(1,424)

(2,163)

517

1,424

3,295

 

 

During the six months to March 2012 the group recognised an exceptional expense of £517,000. This comprised an exceptional restructuring charge of £370,000 following the reorganisation of certain group functions and recently acquired businesses and £147,000 of acquisition related costs. The group's tax charge includes a related tax credit of £110,000.

 

For the six months to March 2011 the group recognised an exceptional expense of £1,424,000 This related to an exceptional restructuring charge of £1,829,000 and an exceptional credit of £405,000 following the successful resolution of a US legal dispute. The group's tax charge included a related tax expense of £94,000.

 

For the year ended September 30 2011, the group recognised acquisition related costs of £1,012,000 relating to the acquisition of NDR and exceptional restructuring and other costs of £2,163,000. In July 2011, the group purchased the Coaltrans publishing brand for £120,000 to supplement the existing Coaltrans conference brand. The group did not plan to publish under the brand and as such immediately impaired the related intangible asset. The group's tax charge included a related tax credit of £312,000.

 

 

Notes to the Condensed Consolidated Interim Financial Report continued

 

5 Finance income and expense

 

Unaudited

Unaudited

Audited

six months

six months

year

ended

ended

ended

March 31

March 31

Sept 30

2012

2011

2011

£000's

£000's

£000's

Finance income

Interest income:

Interest receivable from DMGT group undertakings

-

26

136

Interest receivable from short-term investments

27

104

174

Expected return on pension scheme assets

664

726

1,451

Net movement in acquisition option commitment values

-

183

-

Interest on tax overpaid

-

24

-

Fair value gains on financial instruments:

Ineffectiveness of interest rate swaps and forward contracts

64

-

-

755

1,063

1,761

Finance expense

Interest expense:

Interest payable on committed borrowings

(2,835)

(3,835)

(7,007)

Interest payable to DMGT group undertakings

-

(26)

(25)

Interest payable on loan notes

(9)

(7)

(15)

Interest on pension scheme liabilities

(583)

(646)

(1,290)

Net movement in acquisition option commitment values

(49)

-

(358)

Imputed interest on acquisition option commitments

(464)

-

(181)

Movement in acquisition deferred consideration

-

(1,830)

(1,829)

Interest on tax underpaid

(630)

-

(317)

Fair value losses on financial instruments:

Ineffectiveness of interest rate swaps and forward contracts

-

-

(307)

(4,570)

(6,344)

(11,329)

 

Net finance costs

(3,815)

(5,281)

(9,568)

Unaudited

Unaudited

Audited

six months

six months

year

ended

ended

ended

March 31

March 31

Sept 30

2012

2011

2011

£000's

£000's

£000's

Reconciliation of net finance costs in Income Statement to

adjusted net finance costs

Total net finance costs in Income Statement

 

 

(3,815)

(5,281)

(9,568)

Add back:

Imputed interest on acquisition option commitments

464

-

181

Net movementin acquisition option commitment values

49

(183)

358

Movement in acquisition deferred consideration

-

1,830

1,829

513

1,647

2,368

Adjusted net finance costs

(3,302)

(3,634)

(7,200)

 

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.

 

 

Notes to the Condensed Consolidated Interim Financial Report continued

 

6

Tax expense on profit

Unaudited

Unaudited

Audited

six months

six months

year

ended

ended

ended

March 31

March 31

Sept 30

2012

2011

2011

£000's

£000's

£000's

Current tax expense

UK corporation tax expense

3,578

1,819

4,018

Foreign tax expense

9,325

6,038

12,359

Adjustments in respect of prior years

349

769

(709)

13,252

8,626

15,668

Deferred tax expense

Current year

(1,260)

3,165

7,605

Adjustments in respect of prior years

(132)

(512)

(746)

(1,392)

2,653

6,859

Total tax expense in Income Statement

11,860

11,279

22,527

 

The effective tax rate for the interim period is 30% (2011: 34%).

 

The forecast adjusted effective tax rate for the 2012 full year is 23% (2011: 26%). The adjusted effective tax rate for the 2012 interim period is as set out below:

 

Unaudited

Unaudited

Audited

six months

six months

year

ended

ended

ended

March 31

March 31

Sept 30

2012

2011

2011

 

 

£000's

£000's

£000's

Reconciliation of tax expense in Income Statement to adjusted tax expense

Total tax expense in income statement

11,860

11,279

22,527

Add back:

Tax on intangible amortisation

2,135

2,071

4,041

Tax on accelerated long-term incentive expense

-

-

493

Tax on exceptional items

110

(94)

312

Tax on imputed acquisition interest

341

-

-

2,586

1,977

4,846

Tax credit from US goodwill amortisation

(2,508)

(2,133)

(4,664)

Tax adjustments in respect of prior years

(217)

(257)

1,455

(139)

(413)

1,637

Adjusted tax expense

11,721

10,866

24,164

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

48,592

41,605

92,684

Adjusted effective tax rate

24%

26%

26%

 

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. The current tax effect of goodwill and other 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 of the amortisation of goodwill and other intangible assets is not expected to crystallise.

 

The UK income tax expense for the period is based on a blended rate of the UK statutory rates of corporation tax for the year to September 30 2012 of 25% (2011: 27%) and reflects the reduction in the UK corporation tax rate from 26% to 24% from April 1 2012. This change has resulted in a small deferred tax charge arising from the reduction in the carrying value of deferred tax assets reflecting the anticipated rate of tax at which those assets are expected to reverse.

 

 

The UK Government has indicated that it intends to enact future reductions in the main corporation tax rate of 1% each year down to 22% by April 1 2014. The directors expect that the future tax rate changes will reduce further the UK deferred tax asset recognised but the actual impact will be dependent on the deferred tax position at that time.

 

 

Notes to the Condensed Consolidated Interim Financial Report continued

 

7 Dividends

 

Unaudited

Unaudited

Audited

six months

six months

year

ended

ended

ended

March 31

March 31

Sept 30

2012

2011

2011

£000's

£000's

£000's

Amounts recognisable as distributable

 to equity holders in period

Final dividend for the year ended September

30 2011 of 12.5p (2010: 11.75p)

15,162

13,928

13,928

Interim dividend for the year ended September

30 2011 of 6.25p

-

-

7,531

15,162

13,928

21,459

Employees' Share Ownership Trust dividend

(7)

(7)

(11)

15,155

13,921

21,448

Interim dividend for the period ended March

31 2012 of 7.00p (2011: 6.25p)

8,643

7,528

Employees' Share Ownership Trust dividend

(4)

(4)

8,639

7,524

 

The final dividend was approved by shareholders at the Annual General Meeting held on January 26 2012 and paid, or new shares issued under the scrip dividend alternative, as applicable, on February 9 2012.

 

The directors have approved an interim dividend of 7.00p (2011: 6.25p) per share and resolved to offer the scrip dividend alternative, under the terms approved by shareholders on January 28 2009, to the interim dividend payment. Full details of the scrip dividend alternative can be found in the separate announcement issued on May 17 2012 and on the company's website.

 

It is anticipated that the interim dividend will be paid, or satisfied by new shares under the scrip dividend alternative, as applicable, on July 19 2012, to shareholders on the register on May 25 2012. It is expected that the shares will be marked ex-dividend on May 23 2012. 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'.

 

 

Notes to the Condensed Consolidated Interim Financial Report continued

 

8 Earnings per share

 

Unaudited

Unaudited

Audited

six months

six months

year

ended

ended

ended

March 31

March 31

Sept 30

2012

2011

2011

£000's

£000's

£000's

Earnings attributable to equity holders of the parent

27,867

21,413

45,591

Basic earnings

27,867

21,413

45,591

Acquired intangible amortisation

7,728

5,814

12,221

Additional accelerated long-term incentive expense

-

-

6,603

Exceptional items

517

1,424

3,295

Imputed interest on acquisition option commitments

464

-

181

Net movement in acquisition option commitment values

49

(183)

358

Movement in acquisition deferred consideration

-

1,830

1,829

Tax on the above adjustments

(2,586)

(1,977)

(4,846)

Tax deduction on US goodwill amortisation

2,508

2,133

4,664

Tax adjustments in respect of prior years

217

257

(1,455)

Adjusted earnings

36,764

30,711

68,441

 

 

 

2012

2012

2011

2011

2011

2011

Adjusted basic earnings per share

Adjusted diluted earnings per share

Adjusted basic earnings per share

Adjusted diluted earnings per share

Adjusted basic earnings per share

Adjusted diluted earnings per share

Number

Number

Number

Number

Number

Number

000's

000's

000's

000's

000's

000's

Weighted average number of shares

121,894

121,894

119,129

119,129

119,957

119,957

Shares held by the Employees' Share Ownership Trust

(59)

(59)

(59)

(59)

(59)

(59)

Weighted average number of shares

121,835

121,835

119,070

119,070

119,898

119,898

Effect of dilutive share options

1,868

409

2,214

Diluted weighted average number of shares

123,703

119,479

122,112

Penceper share

Penceper share

Penceper share

Penceper share

Penceper share

Penceper share

Basic earnings per share

22.87

22.87

17.98

17.98

38.02

38.02

Effect of dilutive share options

(0.34)

(0.06)

(0.68)

Diluted earnings per share

22.53

17.92

37.34

Effect of acquired intangible amortisation

6.34

6.25

4.88

4.87

10.19

10.01

Effect of additional accelerated

long-term incentive expense

-

-

-

-

5.51

5.41

Effect of exceptional items

0.42

0.42

1.20

1.19

2.75

2.70

Effect of imputed interest on acquisition

option commitments

0.38

0.38

0.00

-

0.15

0.15

Effect of net movement in acquisition

 option commitment values

0.04

0.04

(0.16)

(0.17)

0.30

0.29

Effect of movement in acquisition

deferred consideration

-

-

1.54

1.53

1.53

1.50

Effect of tax on the above adjustments

(2.11)

(2.11)

(1.66)

(1.65)

(4.04)

(3.98)

Effect of tax deduction on US goodwill amortisation

2.06

2.03

1.79

1.79

3.89

3.82

Effect of tax adjustments in respect of prior years

0.18

0.18

0.22

0.22

(1.21)

(1.19)

Adjusted basic and diluted earnings per share

30.18

29.72

25.79

25.70

57.09

56.05

 

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

 

Purchase of new business - Global Grain Geneva

On February 29 2012, the group acquired 100% of the equity share capital of Global Commodities Group Sarl, which owns Global Grain Geneva, the world's leading event for international grain traders. The initial consideration paid was €6,151,000 (£5,127,000). A further net consideration of €93,000 (£77,000) is expected to be paid dependent upon the audited results of the business for the year to February 2013. The acquisition of Global Grain is consistent with the group's strategy of building fast growing global event businesses. The provisional acquisition accounting is outlined below:

 

Fair value

Provisional

Book value

adjustments

fair value

£000's

£000's

£000's

Net assets:

Intangible assets

-

1,271

1,271

Cash and cash equivalents

35

-

35

Trade creditors and other payables

(30)

-

(30)

Non-current liabilities

-

(305)

(305)

5

966

971

Net assets acquired (100%)

971

Goodwill

4,233

Total consideration

5,204

Consideration satisfied by:

Cash

5,127

Deferred contingent consideration (estimated)

77

5,204

Net cash outflow arising on acquisition:

Cash consideration

5,127

Less: cash and cash equivalent balances acquired

(35)

5,092

 

Due to the terms of the purchase agreement the fair value adjustments above and all other assets and liabilities of Global Grain Geneva are provisional and will be finalised during the next 12 months.

 

Intangible assets represent brands €867,000 (£719,000) and customer relationships €666,000 (£553,000), for which amortisation of £19,000 has been charged in the period. The brands and customer relationships will be amortised over their useful economic lives of 20 years and 3 years respectively.

 

Goodwill arises from the anticipated profitability and future operating synergies from combining the acquired operations with the group. The goodwill recognised is not expected to be deductible for income tax purposes.

 

Global Grain Geneva contributed £nil to the group's revenue, and incurred an operating loss of £6,000 and a loss after tax of £14,000 for the period between the date of acquisition and March 31 2012. Acquisition related costs of £107,000 were incurred and recognised as an exceptional item in the Income Statement.

 

If the above acquisition had been completed on the first day of the financial year, Global Grain Geneva would have contributed £1,062,000 to the group's revenues for the period to March 31 2012, and £723,000 to the group's profit before tax for the same period (excluding the exceptional costs above).

 

The deferred contingent consideration arrangement is dependent on the results of the business for the period to December 31 2012. Following a sensitivity analysis of the fair value of the deferred contingent consideration applying reasonably possible assumptions and a 10% change in expected revenues, the potential undiscounted amount of all future payments that the group could be required to make under this contingent consideration arrangement is between £nil and £280,000.

 

Purchase of associate - Global Grain Asia

Also on February 29 2012, the group acquired 50% of the issued share capital of GGA Pte. Limited, whose sole asset is Global Grain Asia, a new event for grain industry professionals in the Asia-Pacific region, for €671,000 (£567,000). The group has the option to purchase the remaining 50% equity holding of GGA Pte. Limited in March 2014 and if exercised expects to pay €1,021,000 (£879,000). Under IAS 32 'Financial Instruments' this acquisition option commitment is not recorded as a liability in the balance sheet.

 

Notes to the Condensed Consolidated Interim Financial Report continued

 

9 Acquisitions continued

 

Provisional fair value and goodwill update - Ned Davis Research (NDR) 

 

In August 2011, the group acquired 85% of the equity share capital of NDR, the US-based provider of independent financial research to institutional investors, for an initial cash consideration of US$112.0 million (£68.5 million).

 

Following true-up adjustments during the period to the drivers of the payment mechanism, the revaluation of the non-controlling interest's equity stake, the finalisation of the sellers' tax liability, and foreign exchange adjustments, the related goodwill and consideration has been revised as follows:

 

Sept 30 2011

Change

March 31 2012

£000's

£000's

£000's

Provisional fair value of net assets acquired

33,869

-

33,869

Goodwill

34,337

199

34,536

Total consideration

68,206

199

68,405

Consideration satisfied by:

Cash

68,500

1,151

69,651

Cash receivable from non-controlling interest

(1,390)

(438)

(1,828)

Deferred consideration

1,096

(514)

582

68,206

199

68,405

 

The remaining equity interest is subject to a put and call option under an earn-out agreement, in two equal instalments, based on the profits of NDR for the years to December 31 2012 and 2013. The expected payment under this mechanism has increased from £10,149,000 at September 30 2011 to £10,353,000 at March 31 2012 resulting in a charge to the Income Statement of £464,000 and a foreign exchange gain of £260,000 recognised in reserves.

 

Increase in equity holdings

Internet Securities, Inc (ISI)

There is an annual put option agreement over the sale of ISI shares between the company and the minority shareholders of ISI. The annual put option value is based on the valuation of ISI as determined under a methodology provided by an independent financial adviser. Under the terms of the put option agreement consideration caps have been put in place that require the maximum consideration payable to option holders to be capped at an amount such that the results of any relevant class tests would, at the relevant time, fall below the requirement for shareholder approval.

 

In February 2012, under this put option mechanism, the group purchased 1.12% of the equity share capital of ISI for a cash consideration of US$1,326,000 (£840,000), increasing the group's equity shareholding in ISI to 99.92%.

 

Structured Retail Products Limited (SRP)

In December 2011, the group purchased 1.14% of the equity share capital of SRP from some of its employees for a cash consideration of £84,000, increasing the group's equity shareholding in SRP to 98.48%.

 

 

Notes to the Condensed Consolidated Interim Financial Report continued

 

10 Goodwill and other intangibles

 

 

Acquired intangible assets

March 2012

Trademarks & brands

Customer relationships

Databases

Total acquired intangible assets

Licences & software

Goodwill

Total

March 2012

March 2012

March 2012

March 2012

March 2012

March 2012

March 2012

£000's

£000's

£000's

£000's

£000's

£000's

£000's

Cost/ carrying amount

At October 1 2011

142,324

78,683

9,440

230,447

2,761

366,395

599,603

Additions

-

-

-

-

109

199

308

Acquisitions (note 9)

719

553

-

1,272

-

4,233

5,505

Exchange differences

(2,660)

(1,494)

(191)

(4,345)

(61)

(6,464)

(10,870)

At March 31 2012

140,383

77,742

9,249

227,374

2,809

364,363

594,546

Amortisation and impairment

At October 1 2011

41,433

32,429

3,736

77,598

2,200

29,763

109,561

Amortisation charge for the period

3,667

2,848

1,213

7,728

179

-

7,907

Exchange differences

(848)

(399)

(122)

(1,369)

(49)

(369)

(1,787)

At March 31 2012

44,252

34,878

4,827

83,957

2,330

29,394

115,681

Net book value/ carrying amount at March 31 2012

96,131

42,864

4,422

143,417

479

334,969

478,865

Notes to the Condensed Consolidated Interim Financial Report continued

 

10 Goodwill and other intangibles continued

 

Acquired intangible assets

September 2011

Trademarks & brands

Customer relationships

Databases

Total acquired intangible assets

Licences & software

Goodwill

Total

2011

2011

2011

2011

2011

2011

2011

£000's

£000's

£000's

£000's

£000's

£000's

£000's

Cost/ carrying amount

At October 1 2010

133,399

50,933

4,787

189,119

2,445

327,016

518,580

Additions

120

-

-

120

437

-

557

Acquisitions

7,285

25,984

4,383

37,652

-

34,781

72,433

Disposals

-

-

-

-

(80)

-

(80)

Exchange differences

1,520

1,766

270

3,556

(41)

4,598

8,113

At September 30 2011

142,324

78,683

9,440

230,447

2,761

366,395

599,603

Amortisation and impairment

At October 1 2010

33,645

28,043

2,776

64,464

2,011

29,398

95,873

Amortisation charge for the year

7,217

4,099

905

12,221

302

-

12,523

Impairment losses

120

-

-

120

-

-

120

Disposals

-

-

-

-

(80)

-

(80)

Exchange differences

451

287

55

793

(33)

365

1,125

At September 30 2011

41,433

32,429

3,736

77,598

2,200

29,763

109,561

Net book value/ carrying amount at September 30 2011

100,891

46,254

5,704

152,849

561

336,632

490,042

 

Acquired intangible assets

March 2011

Trademarks & brands

Customer relationships

Databases

Total acquired intangible assets

Licences & software

Goodwill

Total

2011

2011

2011

2011

2011

2011

2011

£000's

£000's

£000's

£000's

£000's

£000's

£000's

Cost/ carrying amount

At October 1 2010

133,399

50,933

4,787

189,119

2,445

327,016

518,580

Additions

-

-

-

-

264

443

707

Disposals

-

-

-

-

(79)

-

(79)

Exchange differences

(1,656)

(544)

(51)

(2,251)

(113)

(3,614)

(5,978)

At March 31 2011

131,743

50,389

4,736

186,868

2,517

323,845

513,230

Amortisation and impairment

At October 1 2010

33,645

28,043

2,776

64,464

2,011

29,398

95,873

Amortisation charge for the period

3,615

1,893

306

5,814

146

-

5,960

Disposals

-

-

-

-

(79)

-

(79)

Exchange differences

(428)

(288)

(40)

(756)

(88)

(105)

(949)

At March 31 2011

36,832

29,648

3,042

69,522

1,990

29,293

100,805

Net book value/ carrying amount at March 31 2011

94,911

20,741

1,694

117,346

527

294,552

412,425

 

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 30 2011 annual report.

 

Notes to the Condensed Consolidated Interim Financial Report continued

 

11 Deferred income

 

Unaudited

Unaudited

Audited

six months

six months

year

ended

ended

ended

March 31

March 31

Sept 30

2012

2011

2011

£000's

£000's

£000's

Deferred subscription income

86,804

81,029

80,507

Other deferred income

27,543

27,471

25,000

114,347

108,500

105,507

 

12 Called up share capital

 

Unaudited

Unaudited

Audited

six months

six months

year

ended

ended

ended

March 31

March 31

Sept 30

2012

2011

2011

£000's

£000's

£000's

Allotted, called up and fully paid

123,459,358 ordinary shares of 0.25p each

(March 2011: 120,449,408 ordinary shares of 0.25p each)

(September 2011: 121,247,380 ordinary shares of 0.25p each)

309

301

303

 

During the period 2,211,978 ordinary shares with a nominal value of 0.25p each and an aggregate nominal value of £5,530 were issued as follows: 1,585,281 shares under the company's scrip dividend alternative for a cash consideration of £nil and 626,697 shares following the exercise of options granted under the company's share option schemes for a cash consideration of £833,619.

 

13 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 82.0 million (£16.8 million). 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.

 

 

 

 

Notes to the Condensed Consolidated Interim Financial Report continued

 

14 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 its multi-currency facility with DMGRH Finance Limited, a Daily Mail Mail General Trust Plc (DMGT) group company as follows:

 

Unaudited

Unaudited

Unaudited

Unaudited

Audited

Audited

March 31

March 31

March 31

March 31

Sept 30

Sept 30

2012

2012

2011

2011

2011

2011

$000's

£000's

$000's

£000's

$000's

£000's

Amounts owing under US dollar facility

 at period end

122,781

76,844

124,000

77,355

171,450

110,059

Amounts owing under sterling facility

at period end

23,979

-

33,000

-

20,000

100,823

110,355

130,059

Commitment fee on unused portion

 of the available facility for the period

-

288

-

336

-

721

 

(ii) During the period the group expensed services provided by Daily Mail and General Trust plc (DMGT), the group's parent, and other DMGT group companies, as follows:

 

Unaudited

Unaudited

Audited

six months

six months

year

ended

ended

ended

March 31

March 31

Sept 30

2012

2011

2011

£000's

£000's

£000's

Services expensed

200

211

406

 

(iii) The group had fixed rate interest rate swaps outstanding with Daily Mail and General Holdings Limited (DMGH), a DMGT group company, as follows:

 

Unaudited

Unaudited

Unaudited

Unaudited

Audited

Audited

as at

as at

as at

as at

as at

as at

March 31

March 31

March 31

March 31

Sept 30

Sept 30

2012

2012

2011

2011

2011

2011

$000's

£000's

$000's

£000's

$000's

£000's

Interest rates between 1.6% and 5.4% and termination dates between September 30 2011 and March 31 2014 on

US$ fixed rate interest rate swaps

60,000

37,552

120,000

74,860

95,000

60,983

Interest rates between 2.0% and 6.2% and termination dates between September 30 2011 and March 28 2013 on

GBP fixed rate interest rate swaps

-

15,000

-

30,000

-

20,000

 

During the period the group paid interest to DMGH and related companies in respect of interest rate swaps as follows:

 

Unaudited

Unaudited

Unaudited

Unaudited

Audited

Audited

six months

six months

six months

six months

year

year

ended

ended

ended

ended

ended

ended

March 31

March 31

March 31

March 31

Sept 30

Sept 30

2012

2012

2011

2011

2011

2011

$000's

£000's

$000's

£000's

$000's

£000's

US dollar interest paid

1,502

952

2,422

1,526

4,475

2,784

Sterling interest paid

-

297

-

596

-

974

 

Notes to the Condensed Consolidated Interim Financial Report continued

 

14 Related party transactions (continued)

 

(iv) In January 2011, the group granted an Indian Rupee 112 million loan facility to RMSI Private Limited, a DMGT group company, at a 10.5% fixed interest rate. The loan was repaid in November 2011.

 

Unaudited

Unaudited

Unaudited

Unaudited

Audited

Audited

as at

as at

as at

as at

as at

as at

March 31

March 31

March 31

March 31

Sept 30

Sept 30

2012

2012

2011

2011

2011

2011

INR 000's

£000's

INR 000's

£000's

INR 000's

£000's

Amounts owed under the facility

-

-

114,287

1,598

120,265

1,576

Unaudited

Unaudited

Unaudited

Unaudited

Audited

Audited

six months

six months

six months

six months

year

year

ended

ended

ended

ended

ended

ended

March 31

March 31

March 31

March 31

Sept 30

Sept 30

INR 000's

£000's

INR 000's

£000's

INR 000's

£000's

Interest income during the period

1,589

20

2,287

31

8,264

111

 

(v) In February 2011, Euromoney Holdings US Inc, a group company, was granted a US$70 million short-term loan facility from DMGH. There were no amounts outstanding at September 30 2011, March 31 2011 or March 31 2012. The facility expired in February 2011.

 

Unaudited

Unaudited

Unaudited

Unaudited

Audited

Audited

six months

six months

six months

six months

year

year

 

 

ended

ended

ended

ended

ended

ended

March 31

March 31

March 31

March 31

Sept 30

Sept 30

2012

2012

2011

2011

2011

2011

$000's

£000's

$000's

£000's

$000's

£000's

Amounts received

-

-

70,000

43,750

70,000

43,750

Amounts paid

-

-

(70,041)

(43,776)

(70,041)

(43,776)

Interest expense

-

-

(41)

(26)

(41)

(26)

 

(vi) In February 2011, the company provided a US$70 million short-term loan facility to DMGH. There were no amounts outstanding at September 30 2011, March 31 2011 or March 31 2012. The facility expired in February 2011.

 

Unaudited

Unaudited

Unaudited

Unaudited

Audited

Audited

six months

six months

six months

six months

year

year

ended

ended

ended

ended

ended

ended

March 31

March 31

March 31

March 31

Sept 30

Sept 30

2012

2012

2011

2011

2011

2011

$000's

£000's

$000's

£000's

$000's

£000's

Amounts paid

-

-

(70,000)

(43,750)

(70,000)

(43,750)

Amounts received

-

-

70,041

43,776

70,041

43,776

Interest income

-

-

41

26

41

26

 

(vii) Euromoney Consortium Limited has purchased tax losses from DMGT group companies. These tax losses are relievable against UK taxable profits of the group under HMRC's consortium relief rules.

 

Unaudited

Unaudited

Audited

March 31

March 31

Sept 30

2012

2011

2011

£000's

£000's

£000's

Charge from DMGT group companies for tax losses

922,000

-

831,000

Tax value of losses purchased

1,229,000

-

1,109,000

Amounts owed to DMGT group for these losses at the end of the period

922,000

-

831,000

 

(viii) Euromoney Consortium 2 Limited has purchased tax losses from DMGT group companies. These tax losses are relievable against UK taxable profits of the group under HMRC's consortium relief rules.

 

Unaudited

Unaudited

Audited

March 31

March 31

Sept 30

2012

2011

2011

£000's

£000's

£000's

Charge from DMGT group companies for tax losses

236,000

-

232,000

Tax value of losses purchased

314,000

-

309,000

Amounts owed to DMGT group for these losses at the end of the period

236,000

-

232,000

 

 

 

 

 

 

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 parties' transactions and changes therein).

 

By order of the board,

 

Richard Ensor

Director

May 16 2012

 

 

 

 

Colin Jones

Director

May 16 2012

 

 

 

 

Independent Review Report to Euromoney Institutional Investor PLC

 

We have been engaged by the company to review the condensed set of financial statements in the interim financial report for the six months ended March 31 2012 which comprises the Condensed Consolidated Income Statement, the Condensed Consolidated Statement of Comprehensive Income, the Condensed Consolidated Statement of Financial Position, the Condensed Consolidated Statement of Changes in Equity, the Condensed Consolidated Statement of Cash Flows, and related notes 1 to 14. 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 set of financial statements.

  

This report is made solely to the company 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. Our work has been undertaken so that we might state to the company those matters we are required to state to them in an independent review report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company for our review work, for this report, or for the conclusions we have formed.

 

Directors' responsibilities 

The interim financial report 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 Services Authority.

  

As disclosed in note 1, the annual financial statements of the group are prepared in accordance with IFRSs as adopted by the European Union. The condensed set of financial statements included in this interim financial report has been prepared in accordance with International Accounting Standard 34 'Interim financial reporting,' as adopted by the European Union. 

 

Our responsibility 

Our responsibility is to express to the company a conclusion on the condensed set of financial statements in the interim financial report based on our review. 

  

Scope of Review

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 inquiries, 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. 

  

Conclusion 

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the interim financial report for the six months ended March 31 2012 is 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 Services Authority.

  

  

Deloitte LLP 

Chartered Accountants and Statutory Auditor 

London, United Kingdom

May 16 2012

 

 

 

Directors and Advisors

 

 

Executive Directors

PM Fallon (Chairman) ‡

PR Ensor (Managing Director) ‡

CR Jones (Finance Director)

NF Osborn

DC Cohen

DE Alfano

CHC Fordham

JL Wilkinson

B AL-Rehany

Non-executive Directors

The Viscount Rothermere ‡

Sir Patrick Sergeant ‡

JC Botts †‡§

JC Gonzalez §

MWH Morgan †‡

DP Pritchard §

† member of the remuneration committee

‡ member of the nominations committee

§ member of the audit committee

President Sir Patrick Sergeant

Company Secretary CR Jones

Registered Office Nestor House, Playhouse Yard, London EC4V 5EX

Registered Number 954730

Auditor Deloitte LLP, 2 New Street Square, London EC4A 3BZ

Solicitors Nabarro, Lacon House, Theobald's Road, London WC1X 8RW

Brokers UBS, 1 Finsbury Avenue, London EC2M 2PP

Registrars Equiniti, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA

 

 

Financial Calendar and Shareholder Information

 

2012 interim results announcement

Thursday May 17 2012

Interim dividend ex-dividend date

Wednesday May 23 2012

Interim dividend record date

Friday May 25 2012

Announcement of the interim scrip reference price for the scrip alternative**

Friday June 15 2012

Last date for receipt by the company's registrars of scrip mandate forms**

Thursday June 28 2012

Payment of 2012 interim dividend

Thursday July 19 2012

Interim Management Statement

Wednesday July 25 2012*

2012 final results announcement

Thursday November 15 2012*

Final dividend ex-dividend date

Wednesday November 21 2012*

Final dividend record date

Friday November 23 2012*

2013 AGM (approval of final dividend)

Thursday January 31 2013*

Payment of final dividend

Thursday February 14 2013*

Loan note interest paid to holders of loan notes on

Friday June 29 2012

Monday December 31 2012

 

* Provisional dates and are subject to change.

** Further information is set out in the separate scrip dividend announcement on May 17 2012 and on the company's website.

 

Shareholder information

Administrative enquiries about a holding of Euromoney Institutional Investor PLC shares should be directed in the first instance to the company's registrars whose address is:

 

Equiniti,

Aspect House,

Spencer Road,

Lancing,

West Sussex,

BN99 6DA

Tel: 0871 384 2951 (Calls to this number are charged at 8p per minute from a BT landline. Other telephone provider costs may vary).

Overseas Tel: (00) 44 121 415 0246

Web: 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.

 

Registered office

Nestor House

Playhouse Yard

Blackfriars

London

EC4V 5EX

 

Company website

www.euromoneyplc.com

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

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