3rd Mar 2009 07:00
3 March 2009 Reshaped UBM delivers robust performance Preliminary Results for the Year Ended 31 December 2008 HighlightsContinuing revenue Up 10.7% to £887.0m (£801.6m) Adjusted continuing operating profit* Up 4.5% to £173.5m (£166.1m) Headline EPS (adjusted)** Up 6.7% to 57.0p (53.4p) Dividend per share Up 10.0% to 23.8p (21.6p) * Robust performance from UBM's reshaped businesses * Dividend up 10%; dividend cover of 2.39 * Strong operating margin - 19.6% (2007 - 20.7%) * Cash conversion - 100% * Strong balance sheet maintained; cash & undrawn committed facilities of £246m * Continuing active cost management - headcount reduced by over 500 in H2 2008; over 1,000 since June 2007 * Trading for November, December & January satisfactory and resilient
B2B Communities
* Events contribute 47.3% of UBM operating profits in 2008 (2007 - 40.3%) * Events deliver 9% underlying revenue growth over 2007 * 2009 revenue bookings for major events 5% ahead of prior year * Data, services & online generate 17.9% of 2008 profits (2007 - 15.2%) * 2009 earnings for directories and subscription products substantially secured * Active management of print advertising decline - 13.8% of 2008 profits (2007 - 17.0%)
B2B Distribution, Monitoring & Targeting
* Growth in International, multimedia, online & service revenues
* US newswire distribution market share stabilised
* Adjusted continuing group operating profit is group operating profit before amortisation of intangible assets on acquisitions, exceptional items
and share of taxation on profit in joint ventures and associates
** Headline EPS (adjusted) is before amortisation of intangible assets arising on acquisitions, exceptional items, deferred tax on intangible assets and
net financing costs - other than interest (see note 7).
Statutory results 2008 2007 Revenue £887.0m £801.6m Group operating profit £107.6m £126.1m Profit before tax £101.3m £129.5m EPS 31.5p 42.7p EPS (diluted) 30.8p 41.8p
David Levin, Chief Executive Officer of United Business Media Limited said:"UBM delivered a robust performance in 2008. While UBM is not immune to theeffects of the slowdown taking place across markets and economies worldwide, weare confident that we are as well placed as we can be to continue to delivervalue to shareholders, as illustrated by our 10% growth in dividend for 2008.""In 2008 we continued our long term strategy to reshape UBM with a more diverseand resilient set of products and services, operating in higher growth marketsand economies. Events, data, services and our on-line activities now accountfor around 60% of our operating profit, distribution, monitoring and targeting25% and print magazines less than 15%.""During the year we also reshaped the organisational and management structuresof a number of our businesses to improve their market focus, creating smaller,more agile business units and bringing their management teams closer to theircustomers and audiences.""We have also taken early action to reduce costs and have maintained a prudentbalance sheet, allowing us to continue to make selected acquisitions as pricingimproves and opportunities arise."
Below we provide a detailed outlook statement for the remainder of 2009 and beyond:
B2B Communities - Events - In 2008 events contributed 32.9% of revenues and47.3% of UBM's profits. Forward bookings for our 2009 major events - whichcontribute approximately £120m or approximately 40% of revenue - are showing 5%growth. In Asia our key events such as the September edition of the Hong KongJewellery Show, the All China Leather Exhibition (leatherwear), Marintec(marine technology) in Shanghai, Furniture China and Cosmoprof Asia (beautyproducts) are on track to achieve growth in 2009. Our global, multi-eventfranchises such as Game Developer (professional game software developers), CPhI(pharmaceutical ingredients) and Food Ingredients are also on track.Events which serve markets that are being most severely affected by thedownturn, such as the UK furniture industry and the US-based semiconductorindustry, will shrink in 2009. We also anticipate that cuts in corporate travelbudgets will reduce paid attendance at some of our US events in 2009. Howeverthere are other sectors such as IT security (Black Hat) and global trade /logistics (Breakbulk) where paid attendance is on track to achieve growth. Paidattendance represents less than 10% of our total events revenue. Overall weexpect the proportion of UBM profits generated by events - 47.3% in 2008 - tocontinue to rise in 2009.B2B Communities - Data, Services and Online - In 2008 data, services and onlineproducts contributed 25.4% of revenues and 17.9% of profits. The Vidal druginformation products have largely traded for 2009 and are in line with ourexpectations. Other products and services such as Semiconductor Insights(semiconductor IP business intelligence), PIERS (import and export information& analysis), RISI (paper & pulp information & analysis), IPED (professionaldevelopment), Next Level (IT sales & marketing services) and Light Reading(telecoms intelligence) are also on track to achieve flat or modest growth inrevenue. However some products which serve professional communities which areunder the most acute financial pressure and which are experiencing fallingemployment will see declines in 2009. Although we have some exposure to marketssuch as printed flight directories, we have chosen not to operate in the mostseverely hit markets such as financial services and retail.B2B Communities - Print - Magazines - In 2008 print magazine productscontributed 24.3% of revenues and 13.8% of profits. Over the last five years wehave actively managed our print magazine portfolio to adapt to the long termstructural shifts in the media environment, reducing the proportion of UBM'srevenues generated by print products from 56.2% in 2004 to 24.3% in 2008. Weexpect that current economic conditions will serve to accelerate these trendssuch that the proportion of UBM's profits generated by print magazine productswill fall from 13.8% in 2008 to less than 10% by the end of 2009.B2B Distribution, Monitoring & Targeting - In 2008 B2B Distribution, Monitoring& Targeting contributed 17.4% of revenues and 25% of profits. Over the last sixmonths market share for our US newswire distribution business - representing48% of distribution, monitoring & targeting revenue - has stabilised. We havecontinued to grow our non-wire workflow, multimedia and online products such asProfNet, MultiVu and MediaRoom. We have also expanded our internationalrevenues generated in China, Europe and Latin America. We expect these trendsto continue in 2009.
Acquisitions, Balance sheet and Dividends
In 2007 we set out a strategy for acquisitions and returns to shareholders which could, subject to trading conditions, lead to a level of leverage of approximately 3x EBITDA by the end of 2009. In the light of the economic downturn over the last 18 months, we have now revised this approach.
In 2008 our total investment in acquisitions was £38.4m, less than a quarter ofthe acquisition investment we made in 2006. We reduced our acquisitioninvestment because we believed asset prices were inflated and that they woulddecline in the latter half of 2008 and into 2009. We also suspended ourprogramme of share buybacks, recognising the importance of the strength of ourbalance sheet and UBM's consequent low level of debt.Our strategy for 2009 and beyond is to maintain a prudent level of debt. Wewill not set specific guidance on our acquisition investment and we have ceasedour capital return programme. While not currently anticipating such activity,the Board reserves its right to make further share repurchases at any time ifit feels it appropriate to do so. We believe that there will be progressivelymore opportunities to make acquisitions which are both complementary to ourbusiness and which also meet our stringent financial hurdles.
In 2008 we have increased our dividend by 10%, taking our dividend cover for 2008 to 2.39 times.
Outlook summaryOur strategic restructuring of UBM over the last four years and our activemanagement of UBM's cost base has positioned UBM appropriately for the currentchallenging environment. We continue to monitor closely both our businesses'performance and the markets in which they operate where there remainsconsiderable uncertainty. We remain prepared to address rapidly and effectivelyany deterioration in performance or market conditions. Demonstrating both theresilience of our business and the effectiveness of our management teams, ourmost recent trading in November, December and January has been satisfactory andresilient. We are ready to seize growth opportunities both by acquisition andthrough organic investment.David LevinChief Executive Officer, United Business Media Limited3 March 2009ContactsMedia Peter Bancroft Director of Communications E-mail [email protected] Direct telephone +44 20 7921 5961 Chris Barrie Citigate Dewe Rogerson E-mail [email protected] Direct telephone +44 20 7282 2943 Mobile +44 796 872 72 89 Analysts / Investors E-mail [email protected] Direct telephone +44 20 7921 5095 Nigel Wilson +44 20 7921 5019 Andrew Crow +44 20 7921 5940
A webcast of the results presentation will be made available from UBM's website from 9.30am, 3 March 2009. To access the webcast please go to www.unitedbusinessmedia.com.
A video recording of the webcast will also be accessible from UBM's website. The presentation will also be available from UBM's website as a podcast.
Notes to Editors
1. About United Business Media LimitedUBM focuses on two principal activities: worldwide information distribution,targeting and monitoring; and, the development and monetisation of B2Bcommunities and markets. UBM's businesses inform markets and serve professionalcommercial communities - from doctors to game developers, from journalists tojewellery traders, from farmers to pharmacists - with integrated events,online, print and business information products. Our 6,500 staff in more than30 countries are organised into specialist teams that serve these communities,bringing buyers and sellers together, helping them to do business and theirmarkets to work effectively and efficiently.
For more information, go to www.unitedbusinessmedia.com
1 Chief Executive's Review
1.1. Results Overview
Revenues from continuing operations grew by 10.7% to £887.0m (2007 - £801.6m)and adjusted operating profit* from continuing operations rose by 4.5% to £173.5m (2007 - £166.1m).
Adjusted profit before tax** was £171.5m excluding profits on disposals (2007 - £170.0m). In 2008 continuing operating margins were 19.6% (2007 - 20.7%).
Diluted earnings per share** (adjusted) rose by 6.7% to 55.8p from 52.3p and by 6.7% to 57.0p from 53.4p on a headline basis.
We ended the year with £260.6m of net debt (2007 - net debt £157.5m).
The Board is proposing a second interim dividend of 18.2p, taking the total dividend for 2008 to 23.8p, an increase of 10% from 21.6p in 2007.
* Adjusted continuing group operating profit is group operating profit beforeamortisation of intangible assets on acquisitions, exceptional items and shareof taxation on profit in joint ventures and associates.** Adjusted profit before tax and earnings per share is before amortisation ofintangible assets arising on acquisition, exceptional items, deferred tax onintangible assets and net financing costs - other than interest. EPS alsoexcludes deferred tax on the amortisation of intangible assets. Diluted EPSincludes the impact of share options.
1.2. 2008 Review
UBM delivered a robust performance in 2008 in the face of sharply deterioratingworldwide economic conditions, particularly in the latter part of the year,enabling us to continue delivering value to shareholders with a 10% increase individend per share.Driven by growth in our events, online data and services businesses and withfavourable currency realignments, we achieved rising revenue and profitabilitywhilst also taking decisive action to reduce our cost base in anticipation ofworsening trading conditions in all our markets.Despite 2008's tough economic conditions, we continued to implement oursuccessful strategy of repositioning and expanding our businesses organicallyand by acquisition in markets and geographies that provide opportunities forhigher growth, more predictable revenue streams and more reliableprofitability.In 2008 we reshaped the organisational and management structures of a number ofour businesses to improve their market focus, creating smaller and more agilebusinesses better able to serve their particular B2B communities and bettermeet their customers' needs. Revenue 2008 2004 £m % £m % Events 291.8 32.9 123.2 22.1 Data, Services & Online 225.3 25.4 33.4 6.0 Print - Magazines 215.6 24.3 313.2 56.2 B2B Communities 732.7 82.6 469.8 84.3 B2B Distribution, Monitoring & Targeting 154.3 17.4 87.5 15.7 887.0 100.0 557.3 100.0
These changes are another component of our successful long term strategy toreshape UBM progressively (as shown in the table above), focusing on its twoprincipal activities: serving the media and information needs of professionaland commercial communities and markets; and, worldwide news and informationdistribution, targeting and monitoring. Today UBM generates over 70% ofrevenues and over 85% of its profits from tradeshows and exhibitions, businessintelligence products and services, and news distribution activities.
1.2.1. Profitable growth from events
In 2008 we continued our events portfolio's successful development, generating32.9% of UBM's total revenue (2007 - 30.5%) and 47.3% of total operating profit(2007 - 40.3%). Headline revenue increased by 19.2% to £291.8m compared to £244.8m in 2007 and operating profit rose by 22.7% to £82.1m (2007 - £67.0m).
This performance reflects the continued resilience of our major event franchises, even during difficult economic conditions. Events such as the Game Developer Conference, IFSEC, CPhI and our Hong Kong Jewellery Fairs have records of uninterrupted growth over at least the past eight years. Forward bookings for our major events are currently more than 5% ahead of this time last year.
We continued to grow our key show franchises worldwide with, for example, theUS-based technology events performing well: Black Hat USA (IT security)revenues were up more than 25%, Interop Las Vegas up more than 8% and the GameDeveloper Conference up over 15%. Our mainland China events also performedwell, with strong performances from Hotelex, Furniture China and CPhI China.The Asian jewellery portfolio also performed well in 2008, with successfullaunches of new geo-cloned events such as the Macau Jewellery Show and theHyderabad Pearl & Gem Show.
During 2008 we continued to acquire events to complement existing product portfolios for specific communities. Events businesses acquired in 2008 included Vision Events (IT professionals), BSEC (UK built environment for schools) and Sleep & Arc (UK interior design professionals).
In 2008 we continued to invest in the development of our virtual shows (eventsthat take place online), following our early success in this innovation. Wedeveloped successful virtual events for communities such as the UK builtenvironment, IT professionals and the IT channel and most recently cruiseshipping. We will continue the expansion of our portfolio of virtual shows inother sectors during 2009.
1.2.2. Building data, workflow solution and IP-based businesses
UBM's data and workflow products now represent more than 25% of UBM's revenuesand almost 18% of our profits. Products include PIERS (import / exportinformation & analysis), OAG (air transport), Vidal (prescription druginformation), MIMS (healthcare), RISI (paper & pulp), ABI (UK builtenvironment), Barbour Health and Safety (UK built environment), SemiconductorInsights (electronics), and Portelligent (electronics). Revenue from theseproducts grew 22.2% to £225.3m (2007 - £184.4m) and operating profit increased23.1% to £31.1m compared to prior year (2007 - £25.3m).IP-based businesses have been a focus of UBM's acquisitions programme.Businesses such as Think Services Inc (information and training to service deskemployees), Semiconductor Insights and Portelligent (both semiconductorindustry information and analysis businesses) were acquired by UBM in 2007 and2008 to complement existing product portfolios and to provide more predictablerevenue streams. Both Semiconductor Insights and Portelligent have performedahead of their respective acquisition cases and have returned considerably inexcess of their cost of capital in their first year of ownership.2008 performance has been mixed with products such as ABI and PIERS benefitingfrom increasing demand for detailed analysis and information on their specificmarkets. Vidal (drug information systems) performed in line with prior year.However the anticipated declines in the flight guides at OAG continued.
1.2.3. Creating agile, community-focused businesses
UBM serves more than 70 different commercial and professional communities withintegrated media products, in a mix specifically designed to meet the needs ofa particular community. During 2008 we reorganised CMP Technology, CMPInformation and Commonwealth into a number of smaller business units,restructuring CMP Technology into four businesses, CMP Information into fiveand Commonwealth into two. Each new business's CEO is tasked with focusing onserving a single - or a set of - specific communities. This process`de-layered' much of the historic senior management structure and removedredundant divisional overheads in order to create a more agile community- andcustomer-focused organisations. The new businesses' greater independence andagility, coupled with their improved operating cost structure, will enable themto better meet the needs of the professional and commercial communities theyserve. These restructuring processes have proved successful, for example ourfour separate technology community-focused businesses generated aggregaterevenue growth of more than 20% and grew aggregate underlying profits by morethan 15%.To support this greater number of smaller businesses and flatter organisationalstructure, we have successfully launched and adopted wiki technology as part ofour business process. The UBM Wiki provides an online environment in which bestpractice, product and market development experience and expertise can be sharedbetween and across UBM's businesses. By February 2009 more than 4,500 employeesworldwide were active on the UBM Wiki.
1.2.4. Growing in emerging markets
Establishing and building businesses in fast-growing emerging economies hasbeen a long term UBM strategic priority and a key element in driving profitablegrowth in the future. Each of UBM's businesses has been tasked with takingtheir leading brands to these economies, with a particular focus on Brazil,India and China. Revenues generated in these countries grew more than 23% in2008.In 2008, UBM's B2B Communities business continued its successful strategy of`geo-cloning' key brands with the launch of CPhI, P-MEC and the FoodIngredients shows in Brazil. UBM now has six shows in Brazil, and is planningto introduce the Health Ingredients (Hi) brand to South America in 2009 withthe launch of Hi Summit. This strategy has proved extremely successful, withcombined revenue growth from events in Brazil, India and China of 76% since2006. In addition, a total of four new events and conferences were launched inthe United Arab Emirates in 2008. PR Newswire also expanded its operations inemerging economies with a new office opening in Mumbai.Our largest emerging market involvement is in China where UBM is the largestnon-domestic tradeshow organiser in the country, organising a total of 23 showswhich attract more than 270,000 people annually. UBM's technology businessesexpanded their presence in China, including Think Services' furtherglobalisation of its game developer portfolio with the launch of GDC China. InDecember 2008 UBM further expanded its capabilities in technical intelligencemarkets with the acquisition of China-based Sanguine Microelectronics (aprovider of integrated circuit reverse engineering services and information).Sanguine provides our US TechInsights business with an established footprint inChina, Korea, Japan and South East Asia, and a growing presence in Europe andNorth America. This expansion process was mirrored by PR Newswire's acquisitionof full control of Xinhua PR Newswire, the largest corporate announcementdistribution service in China.
1.2.5. B2B Distribution, Targeting & Monitoring
Contributing 17.4% of UBM's total revenues and 25.0% of profits in 2008, PRNewswire's headline revenue grew 9.4% to £154.3m. During the year PR Newswirecompleted a number of projects to consolidate the editorial and salesinfrastructure, to upgrade customer support IT systems, and to enhance thebusiness's online services capabilities. The significant investment in theseprojects is reflected in the lower operating profit margins of 28.1% (2007 -34.8%). After a difficult first half of the year in which PR Newswire lost anumber of US newswire customers (attributable to disruption of customer servicearising from the consolidation of editorial bureaux), in the second half thebusiness steadied and by Q3 its share of the US newswire distribution markethad stabilised.PR Newswire's non-wire products - from which the US business derives more than25% of its profits - delivered strong growth of 25% and continued to growmarket share in 2008, its multimedia business performing particularly well.Overall PR Newswire is well placed to prosper as it expands its offering beyondnews distribution and takes advantage of the convergence between marketing andcorporate communications. These structural shifts enable PR Newswire to accessthe broader multimedia-oriented markets of public relations, advertising,marketing, investor relations and internal communications with workflowproducts such as MEDIAtlas and ProfNet, as well as its investor and publicrelations website solutions, MediaRoom and IR Room.PR Newswire continued its expansion beyond the US, both organically and byacquisition, particularly in countries and regions that are experiencing rapideconomic growth. PR Newswire's India operation was successfully launched duringthe year. PR Newswire also further expanded its presence in China by takingfull control of Xinhua PR Newswire in a transaction that also included theacquisition of Xinhua businesses in Hong Kong, Singapore and Taiwan.In February 2009, we were pleased to announce that Ninan Chacko will succeedCharles Gregson as PR Newswire's Chief Executive Officer. I would like to paytribute to Charles Gregson's role as PR Newswire's Chief Executive Officer overthe last four years and to his remarkable achievements over his 35 years atUBM. Charles has made a huge contribution to this company in all his roles. Ilook forward to working with him through the remainder of the year as hesupports Ninan in taking on the new role and also works with me personally andacross UBM more broadly.
1.2.6. Adapting to structural market change and economic downturn
Through 2008 and into 2009 we anticipated and planned for worsening economicconditions across our markets. As a consequence of both current economicconditions and the long-term structural shift towards digital and on-lineplatforms, display and classified advertising has fallen in many of the marketsin which we operate. This has affected titles in a number of sectors, includingthe UK built environment, the healthcare sector in France and the US, and theIT channel and electronic engineering. However areas of strength remain where atitle has a strong industry position and/or serves a particularly robustsector. Examples include Information Week in the US where market share hasincreased from 20% to 25% and Farmers Guardian in the UK where revenues areshowing year on year growth of 6.1%.During 2008 we took decisive action to reduce costs across UBM's businesses,removing capacity in areas where we could see no clear path to profitability.We continue to address our cost base in businesses where it is necessary to doso. The steps taken during 2008 in part represented a continuation of ourlonger term strategic restructuring of UBM's product portfolio. Examples ofthis strategy include the restructuring in July 2007 of our US technology printmagazine product portfolio where we closed a number of titles, merged othersand reduced publication frequency of further titles. In doing so we reduced thebusiness's headcount by more than 200 and cut its annual salary costs by morethan $20 million. Restructuring and rationalisation actions in 2008 - includingother associated costs - have given rise to an exceptional charge of £37.5m.
1.2.7. Acquisitions & Balance sheet
We have taken a consistent and disciplined approach to the deployment ofcapital and as a result UBM's balance sheet remains strong with net debt of £260.6m. In the course of 2008 we have increased the amount of financingavailable to UBM by arranging two new committed facilities totalling £105m. At31 December 2008 we had cash balances of £172.2m and undrawn committedfacilities of £74.2m. Also at 31 December 2008 UBM's pension was in surplus by£14.6m (2007 - £22.1m).In 2008 we invested a total of £38.4m in 14 `bolt-on' assets that complementexisting UBM product portfolios and businesses. The total investment made wassignificantly lower than in recent years in response to the inflated assetpricing experienced during the year. We believe pricing will improve later in2009, allowing us to continue our highly selective acquisition strategy. Thisstrategy has enabled us to generate value for shareholders from our investmentin acquisitions. The acquisitions made in 2006, 2007 and 2008 generated pre-taxreturns of 12.3%, 9.1% and 13.8% in 2008 respectively, a cumulative aggregatepre-tax return of 11.5%, well ahead of UBM's 8% post-tax cost of capitalthreshold.We have not repurchased any shares since November 2007, preferring instead toassess the opportunities to create value for shareholders from acquisitions andfrom investing in emerging economies. Accordingly, we have suspended theprocess of capital return announced in 2007 and will focus on delivering valuefrom the market opportunities ahead of us.
1.3. Outlook
Over the last four years our strategy has successfully repositioned UBM with amore diverse and resilient set of products and services, operating in highergrowth markets and economies. While UBM is not immune to the effects of theslowdown taking place across markets and economies worldwide, we are confidentthat we are as well placed as we can be to continue to deliver value toshareholders, as illustrated by our 10% growth in dividend.
B2B Communities - Events
In 2008 events contributed 32.9% of revenues and 47.3% of profits.
Forward bookings for our 2009 major events - which contribute approximately £ 120m or approximately 40% of total events revenue - are showing 5% growth.
In Asia our key events such as the September edition of the Hong Kong JewelleryShow, the All China Leather Exhibition (leatherwear), Marintec (marinetechnology) in Shanghai, Furniture China and Cosmoprof Asia (beauty products)are on track to achieve growth in 2009. Our global, multi-event franchises suchas Game Developer (professional game software developers), CPhI (pharmaceuticalingredients) and Food Ingredients are also on track.Events which serve markets that are being most severely affected by thedownturn, such as the UK furniture industry and the US-based semiconductorindustry, will shrink in 2009. We also anticipate that cuts in corporate travelbudgets will reduce paid attendance at some of our US events in 2009. Howeverthere are other sectors such as IT security (Black Hat) and global trade /logistics (Breakbulk) where paid attendance is on track to achieve growth. Paidattendance represents less than 10% of our total events revenue.
Overall we expect the proportion of UBM profits generated by events - 47.3% in 2008 - to continue to rise in 2009.
B2B Communities - Data, Services and Online
In 2008 data, services and online products contributed 25.4% of revenues and 17.9% of profits.
The Vidal drug information products have largely traded for 2009 and are inline with our expectations. Other products and services such as SemiconductorInsights (semiconductor IP business intelligence), PIERS (import and exportanalysis & information), RISI (paper and pulp information & analysis), IPED(professional development), Next Level (IT sales & marketing services) andLight Reading (telecoms intelligence) are also on track to achieve flat ormodest revenue growth. However some products which serve professionalcommunities which are under the most acute financial pressure and which areexperiencing falling employment will see declines in 2009. Although we havesome exposure to markets such as printed flight directories, we have chosen notto operate in the most severely hit markets such as financial services andretail.
B2B Communities - Print - Magazines
In 2008 print magazine products contributed 24.3% of revenues and 13.8% of profits.
Over the last five years we have actively managed our print magazine portfolioto adapt to the long term structural shifts in the media environment, reducingthe proportion of UBM's revenues generated by print magazine products from56.2% in 2004 to 24.3% in 2008. We expect that current economic conditions willserve to accelerate these trends such that the proportion of UBM's profitsgenerated by print magazine products will fall from 13.8% in 2008 to less than10% by the end of 2009.
B2B Distribution, Monitoring & Targeting
In 2008 B2B Distribution, Monitoring & Targeting contributed 17.4% of revenues and 25% of profits.
Over the last six months market share for our US newswire distribution business- representing 48% of newswire distribution, monitoring & targeting revenue -has stabilised. We have continued to grow our non-wire, workflow, multimediaand online products such as ProfNet, MultiVu and MediaRoom. We have alsoexpanded our international revenues generated in China, Europe and LatinAmerica. We expect these trends to continue in 2009.
Acquisitions, Balance sheet and Dividends
In 2007 we set out a strategy for acquisitions and returns to shareholders which could, subject to trading conditions, lead to a level of leverage of approximately 3x EBITDA by the end of 2009. In the light of the economic downturn over the last 18 months, we have now revised this approach.
In 2008 our total investment in acquisitions was £38.4m, less than a quarter ofthe acquisition investment we made in 2006. We reduced our acquisitioninvestment because we believed that asset prices were inflated and that theywould decline in the latter half of 2008 and into 2009. We also suspended ourprogramme of share buybacks, recognising the importance of the strength of ourbalance sheet, and UBM's consequent low level of debt.Our strategy for 2009 and beyond is to maintain a prudent level of debt. Wewill not set specific guidance on our acquisition investment and we havesuspended our capital return programme. While not currently anticipating suchactivity, the Board reserves its right to make further share repurchases at anytime if it feels it appropriate to do so. We believe that there will beprogressively more opportunities to make acquisitions which are bothcomplementary to our business and which also meet our stringent financialhurdles.
In 2008 we have increased our dividend by 10%, taking our dividend cover for the year to 2.39 times.
Outlook summaryOur strategic restructuring of UBM over the last four years and our activemanagement of UBM's cost base has positioned UBM appropriately for the currentchallenging environment. We continue to monitor closely both our businesses'performance and the markets in which they operate where there remainsconsiderable uncertainty. We remain prepared to address rapidly and effectivelyany deterioration in performance or market conditions. Demonstrating both theresilience of our business and the effectiveness of our management teams, ourmost recent trading in November, December and January has been satisfactory andresilient. We are ready to seize growth opportunities both by acquisition andthrough organic investment.
2 Summary of group income statement
The income statement set out below re-presents the UBM's consolidated income statement (which accompanies this summary) in order to provide a better understanding of the results from our operations.
Year Ended 2008 2007 £m £m % Revenue 887.0 801.6 10.7
Adjusted continuing operating profit* 173.5 166.1 4.5
Net interest (costs)/ income (6.4) (0.6) Other financing income - pension 4.4 4.5 schemes Adjusted Profit before tax** 171.5 170.0 0.9 Net financing cost - other than (4.3) (0.5) interest Amortisation of intangible assets (26.1) (20.0) Exceptional items (39.1) (13.6) Profit before tax 102.0 135.9 Taxation (20.9) (23.7) Exceptional taxation credit 1.6 1.8 Profit after tax 82.7 114.0 Minority interest (6.3) (5.2) Retained profit for the period 76.4 108.8 Proposed dividend (pence) 23.8 21.6 10.0 Adjusted EPS ** (pence) 57.0 53.4 6.7
Adjusted Fully diluted EPS** (pence) 55.8 52.3 6.7
3 Summary of preliminary financial results for the year ended 31 December
2008
As noted earlier, given the delayering and changes to organisational structurein 2008 we have redefined our business segments. The table below presents therevenue and adjusted operating profit for the revised business segments - B2BCommunities and B2B Distribution, Monitoring & Targeting. A detailed review ofperformance by operating segment is included in the Appendix. Revenue Adjusted Operating Profit1 2008 2007 Change Underlying2 2008 2007 Change Underlying2 £m £m (%) (%) £m £m (%) (%) Events 291.8 244.8 19.2 8.9 82.2 67.0 22.7 15.0 Data, 225.3 184.4 22.2 3.9 31.1 25.3 22.9 4.7 Services and Online Print - 215.6 231.3 (6.8) (8.4) 23.9 28.2 (15.2) (11.1)Magazines B2B 732.7 660.5 10.9 1.9 137.2 120.5 13.9 7.8 Communities B2B Distribution, Monitoring 154.3 141.1 9.4 (1.0) 43.3 49.1 (11.8) (19.2)and Targeting Corporate - - - - (7.0) (3.5) - - Operations3 887.0 801.6 10.7 1.4 173.5 166.1 4.5 (2.3)1 Adjusted continuing group operating profit is group operating profit beforeamortisation of intangible assets on acquisitions, exceptional items and shareof taxation on profit in joint ventures and associates.
2 Underlying: adjusted for the effects of acquisitions, discontinued businesses and products, foreign exchange and biennial events.
3 Corporate operations comprises net central operating costs, together with those equity accounted investments which do not form part of one of the group's operating divisions.
3.1. Segmental analysis and commentary
3.1.1. B2B Communities
UBM's B2B Communities business delivered a robust performance in 2008, in theface of sharply deteriorating worldwide economic conditions, particularly inthe latter part of the year. Headline revenue increased by 10.9% to £732.7m andoperating profit increased 13.9% to £137.2m, driven by growth in our events,online data and services businesses.Despite 2008's tough economic conditions, we continued to implement oursuccessful strategy of repositioning and expanding our businesses organicallyand by acquisition in markets and geographies that provide opportunities forhigher growth, more predictable revenue streams and more reliableprofitability. During the year, we made 13 acquisitions for our B2B Communitiesbusinesses for a total consideration of £34.4m (excluding expected earn outs).Integration is progressing well, and we anticipate that all of the acquisitionsmade in 2008 will meet or surpass our target return rate.In 2008, UBM reshaped the organisational and management structures of a numberof the B2B Communities operating companies to improve their market focus,create smaller and more agile businesses that are better able to serve theirparticular B2B communities and meet their customers' needs. In February, CMPTechnology was reorganised into four separate market-focused businesses,followed by CMP Information into five businesses in June and CommonwealthBusiness Media into two businesses in December. During the year, we also tookdecisive action to reduce our cost base in anticipation of worsening tradingconditions, implementing a number of restructuring and reorganisation projectsacross the business. The projects will achieve greater alignment of productportfolios and organisational structure to the changing needs of customers andbetter position the businesses to enable them to take advantage of highergrowth areas and to improve profitability. This involved closing and mergingsome print magazine titles and a headcount reduction of over 450 people. Theexceptional charge of £27.3m includes £13.8m relating to redundancy costs, £3.4m of restructuring and reorganisation costs and £10.1m of vacant propertyand other property costs.B2B Communities - Events
Events represent 32.9% of UBM's total revenue (2007 - 30.5%) and 47.3% of total operating profit (2007 - 40.3%).
In 2008 UBM's events portfolio delivered strong growth, with headline revenueup by 19.2% to £291.8m (2007 - £244.8m) and operating profit up by 22.7% to £82.2m (2007 - £67.0m). Underlying revenue and operating profit grew by 8.9% and15.0% respectively.Our major event franchises performed well during the year and showed continuedresilience despite difficult economic conditions. The key US-based technologyevents traded well, with good revenue growth from Black Hat USA (up 26.2%),Interop Las Vegas (up 8.3%) and the Game Developer Conference up (17.1%). TheAsian events also had a good 2008, in particular the jewellery event portfolio,Hotelex, Furniture China and CPhI China. Growth was offset by poor performanceof the Japanese events which suffered from domestic economic slowdown andtighter restrictions on the sale and advertising of health products and poorperformance of the technology events.
During 2008 UBM acquired eight events for a total consideration of £9.9m, including Vision Events (IT professionals), BSEC (UK built environment for schools) and Sleep & Arc (UK interior design professionals). Each event complements our existing product portfolios for specific communities.
In 2008 we continued our successful strategy of `geo-cloning' our key eventbrands. This strategy has generated aggregate revenue growth from events in thehigher growth economies of Brazil, India and China of 76% since 2006. Withthree new events launched in 2008, UBM now has six shows in Brazil. We alsolaunched a total of four new events and conferences in the United Arab Emiratesin 2008.We continued to build UBM's businesses in our existing markets and communitiesduring the year. We further expanded the portfolio of events for the worldwidegame developer community with the launch of GDC China and the acquisition ofGlobal Games Media, extending the portfolio into the European game developermarket, and the launch a new event, GDC Canada.The unique market-facing position of many of UBM's key events enabled us tolaunch a total of more than 70 new timely, topic-related conferences alongsideour established brands, as well as stand-alone conferences. Despite theconference market as a whole experiencing difficulties towards the end of 2008,UBM saw significant success in a number of markets, the strongest performersbeing the Food Ingredient and Property sectors. The conference businesscontinues to represent a small proportion of total event revenue, but is animportant component in providing a comprehensive, integrated product offeringto each of UBM's specialist communities.
B2B Communities - Data, Services and Online
Data, Services and Online represents 25.4% of UBM's total revenue (2007 - 23.0%) and 17.9% of total operating profit (2007 - 15.2%).
In 2008 the Data, Services and Online product portfolio delivered strong growth, with headline revenue up by 22.2% to £225.3m (2007 - £184.4m) and operating profit rose by 22.9% to £31.1m (2007 - £25.3m). Underlying revenue for the year increased by 3.9% and operating profit by 4.7%.
Across the portfolio the 2008 performance has been variable with ABI (UK builtenvironment), PIERS (import / export information & analysis) and RISI (paperand pulp) benefiting from increasing demand for detailed analysis andinformation on their specific markets while Vidal (drug information systems)performed in line with expectations. However the anticipated declines in theflight guides at OAG continued.Growth in 2008 has been driven by the intellectual property- based businesses -Semiconductor Insights and Portelligent - which were acquired in the latterhalf of 2007. These businesses outperformed the market and delivered resultsahead of their respective acquisition business cases. In 2008 we furtherexpanded the data and services portfolio with the acquisition of fivebusinesses for a total consideration of £24.6m. The largest acquisition - ThinkService Inc. - is a highly complementary addition to the existing InternationalCustomer Management Institute (ICMI) business, which focuses on call centreconsulting, membership, certification, training and events.
During 2008 we continued to progress the evolution of our data-based products from print to digital platforms. For example our global healthcare business developed a number of new subscription drug information systems, PharmIndex Plus in Germany and MIMSonline in Australia.
During 2008 we also invested in the development of new portal websites toprovide an integrated media offering to customers. These new portal sites offera year-round online presence which complements customers' tradeshowsattendance. Examples of websites launched in 2008 include FashionnetAsia.comand Clean-china.com. The portals offer market news, a trading network andprovide a marketing and sourcing platform for global materials and componentssuppliers, designers, manufacturers and buyers.
B2B Communities - Print - Magazines
In 2008 print magazines represented 24.3% of total revenue (2007 - 28.8%) and 13.8% of total operating profit (2007 - 17.0%).
Revenue decreased 6.8% to £215.6m (2007 - £231.3m) and operating profitdecreased by 15.2% to £23.9m (2007 - £28.2m). On an underlying basis, revenuedecreased 8.4% on prior year. The decline in revenue is a result of thecontinued long term structural shift away from printed media towards onlinemedia, face-to-face media and integrated media offerings. As part of our activemanagement of our print magazine product portfolio during both 2007 and 2008 wehave discontinued, consolidated and reduced the print frequency of a number ofpublications. We expect that current economic conditions will serve toaccelerate the existing trends such that print magazine products willcontribute less than 10% of UBM's profits by the end of 2009.
3.2. B2B Distribution, Monitoring & Targeting
In 2008 UBM's Distribution, Monitoring & Targeting activities contributed 17.4% of UBM's total revenues and 25.0% of profits.
In 2008, headline revenue grew 9.4% to £154.3m and operating profit decreasedby £5.8m to £43.3m, resulting in a reduction in margin of 6.7 percentage pointsto 28.1% (2007 - 34.8%). The margin reduction is attributable principally toinvestment in projects to consolidate the editorial and sales infrastructure,to upgrade customer support IT systems, and to enhance the business's onlineservices capabilities. Additional costs, particularly in IT staffing wereincurred to ensure accelerated completion of these projects. Further marketingresources were committed in response to a fall in US wire sales.The disruption to customer service caused particularly by the consolidation ofeditorial bureaux, resulted in the loss of a number of US newswire customersand therefore market share. However during in the second half of the year thebusiness steadied and by Q3 its share of the US newswire distribution markethad stabilised.PR Newswire's non-wire products - from which the US business derives more than25% of its profits - delivered strong growth of 25% and continued to growmarket share in 2008, its multimedia business unit performing particularlywell. Overall the business is well placed to prosper as it expands its offeringbeyond news distribution and seeks to take advantage of the convergence betweenmarketing and corporate communications. This structural shift enables PRNewswire to access the broader multimedia-oriented markets of public relations,advertising, marketing, investor relations and internal communications withworkflow products such as MEDIAtlas and ProfNet, as well its investor andpublic relations website solutions, MediaRoom and IR Room.PR Newswire continued its expansion beyond the US, both organically and byacquisition, particularly in countries and regions that are experiencing rapideconomic growth. PR Newswire's India operation was successfully launched duringthe year and PR Newswire further expanded its presence in China with theacquisition of the minority interest in its joint marketing agreement Xinhua PRNewswire, along with the Xinhua businesses in Hong Kong, Singapore and Taiwan.
4 Acquisitions
In 2008, we invested £38.4m in 14 acquisitions. We believe that as the creditcrunch continues, and particularly later in 2009, there will be increasingopportunities for UBM to acquire attractive businesses and secure good returnsfor its shareholders. In 2008 pre-tax returns on acquisitions made over theperiod 2006 to 2008 was 11.5% (2007 - 13.1%), well ahead of our cost ofcapital. Accordingly, we have suspended the process of capital return that weannounced in 2007 and will focus on delivering value from the marketopportunities around us.
5 Dividend
The Board is announcing a second interim dividend of 18.2 pence per share (2007- 16.76 pence) in lieu of a final dividend, bringing the total dividend for theyear to 23.8 pence, an increase of 10% on the prior year. The dividend cover is2.39 times for 2008.
The second interim dividend on ordinary shares will be paid on 21 May 2009 to shareholders on the register at close of business on 17 April 2009.
Pursuant to the Dividend Access Plan that was put in place in 2008,shareholders can elect to receive their dividend from a UK source. Shareholderswho hold more than 50,000 shares and who wish to receive their dividend from aUK source must make an election. Shareholders who held 50,000 or fewer UBMshares on the date of admission of the Company's shares to the London StockExchange or (if later) on the first dividend record date after they becameshareholders in the Company, will be automatically deemed to have elected toreceive a UK-sourced dividend. All elections remain in force indefinitelyunless revoked. Unless shareholders have made, or are deemed to have made, anelection under the Dividend Access Plan, their dividend will be paid from anIrish source and will be taxed accordingly.
6 Cash and cash conversion
Our balance sheet remains strong. UBM had net debt as at 31 December 2008 of £ 260.6m.
Continuing operating cash conversion remains strong at 100.1% of operating profits (2007 - 100.2%).
7 Pensions
At 31 December 2008 the aggregate surplus under IAS 19 was £14.6m, compared toa surplus of £22.1m at the previous year end, reflecting lower asset returns,offset by an increase in the discount rate and a decrease in the inflationrate. The IAS 19 interest credit was £4.4m, being the excess of expected assetsgrowth during 2008 over the scheme liabilities.
8 Tax
The effective tax rate in 2008 was 15.9% (2007 -17.0%).
UBM's tax creditor at 31 December 2008 was £237.2m (2007 - £227.6m).
As previously disclosed, UBM is in dispute with HMRC with regards to atechnical matter arising in relation to the sale of our Regional Newspapersbusiness in 1998. The tax in dispute is estimated at £80m. The Court of Appealruled against UBM and subsequently denied UBM leave to appeal to the House ofLords. UBM are currently discussing the basis of the calculation of the capitalgain with HMRC. Whilst it is likely that the matter will not be resolved until2010, it is possible that the matter could be resolved during the current year.
Excluding potential payments in respect of the Regional Newspapers dispute discussed above, we do not expect the tax cash outflow in respect of this creditor in 2009 to exceed £10m. The outlay in 2008 against the tax creditor was £2.6m.
9 Interest and financing Net interest paid represents interest payments on UBM's notes and facilities,reduced by receipts due on our cash holdings. Net interest paid for the yearwas £6.4m, compared to £0.6m net interest paid in 2007, as a result of UBM ahigher net debt position compared to the prior year as a result acquisitionsand foreign exchange. Other financing income relating to the pension schemes of£4.4m (2007 - £4.5m) represents the financing credit on the pension assetscalculated in accordance with IAS 19.
10 Exceptional items
The total exceptional charge incurred in 2008 may be analysed as follows:
£m Restructuring and reorganisation 33.3costs Change in Domicile 4.2 Other exceptional items 1.6 39.1As previously noted, during 2008 UBM reorganised its core operations, replacingthe historic `divisional' structure with a much flatter, market-focusedorganisation. In February, CMP Technology was reorganised into four separatemarket-focused businesses, followed by CMP Information in June and CommonwealthBusiness Media in December.During the year, UBM also implemented a number of restructuring andreorganisation projects across the group. The objectives of these projects areto achieve greater alignment of product portfolios and organisational structureto the changing needs of customers, to better position the businesses to takeadvantage of higher growth areas and to improve profitability. This involvedclosure and merging of certain print magazine titles and a headcount reductionof over 500 people. The total exceptional charge of £33.3m includes £16.8mrelating to redundancy, £11.4m relating to vacant property and other propertycosts and £5.1m relating to restructuring and reorganising the businesses.The restructuring of our businesses falls into three categories: the'delayering' of management across three divisions; a reduction in headcount andassociated costs resulting from the closure of a number of titles; and, aprogramme to reduce costs across all our businesses in the light of the currenteconomic climate.The cost savings relating to the future vacant space and title closures do notrepresent an improvement to the future profitability of the business but arethe elimination of future costs.£4.2m of the charge relates to professional fees and other costs arising inconnection with the reorganisation of the corporate structure of the Groupwhich resulted in the creation of a new holding company which is UK-listed,incorporated in Jersey and with its tax residence in the Republic of Ireland. Afurther £1.6m of the charge relates to irrecoverable costs incurred as a resultof the terrorist attacks in Mumbai. 11 Appendix Revenue Adjusted Operating Margins Profit1 2008 2007 2008 2007 2008 2007 £m £m £m £m (%) (%) CMP Technology 194.0 160.5 29.3 25.2 15.1 15.7 CMPMedica 182.3 161.8 29.1 18.4 16.0 11.4 CMP Information 190.0 192.2 43.4 47.6 22.8 24.8 CMP Asia 91.1 76.6 26.2 21.0 28.8 27.4 Commonwealth 60.9 57.1 7.7 7.2 12.6 12.6 RISI 14.4 12.3 1.5 1.1 10.4 8.9 B2BCommunities 732.7 660.5 137.2 120.5 18.7 18.2 B2B Distribution , Monitoring & 154.3 141.1 43.3 49.1 28.1 34.8Targeting Corporate - - (7.0) (3.5) n/a n/aOperations2 887.0 801.6 173.5 166.1 19.6 20.7 1 Adjusted continuing group operating profit is group operating profit beforeamortisation of intangible assets on acquisitions, exceptional items and shareof taxation on profit in joint ventures and associates.
2 Corporate operations comprises net central operating costs, together with those equity accounted investments which do not form part of one of the group's operating divisions.
Consolidated income statementFor the year ended 31 December 2008Notes Before Before exceptional Exceptional exceptional Exceptional items items Total items items Total 2008 2008 2008 2007 2007 2007 £m £m £m £m £m £m Continuing operations 3 Revenue 887.0 - 887.0 801.6 - 801.6 Other operating income 10.2 - 10.2 11.4 - 11.4 Operating expenses (725.5) - (725.5) (649.5) - (649.5) Amortisation of (26.1) - (26.1) (20.0) - (20.0) intangible assets arising on acquisitions 4 Exceptional - (37.5) (37.5) - (19.6) (19.6) reorganisation and restructuring costs 4 Other exceptional - (1.6) (1.6) - - - costs Share of results from 1.1 - 1.1 2.2 - 2.2 joint ventures and associates (after tax) Group operating profit 146.7 (39.1) 107.6 145.7 (19.6) 126.1 Financing income/ (costs) 5 Interest income 4.6 - 4.6 6.7 - 6.7 5 Interest cost (11.0) - (11.0) (7.3) - (7.3) 5 Financing income - 0.3 - 0.3 - - - other than interest 5 Financing cost - other (4.6) - (4.6) (0.5) - (0.5) than interest 5 Financing income - 4.4 - 4.4 4.5 - 4.5 pension schemes Profit before tax 140.4 (39.1) 101.3 149.1 (19.6) 129.5 4,6 Taxation (20.2) 1.6 (18.6) (23.3) 1.8 (21.5) Profit for the year 120.2 (37.5) 82.7 125.8 (17.8) 108.0 from continuing operations Discontinued operations 4,15 Profit for the year - - - - 6.0 6.0 from discontinued operations (after tax) Profit for the year 120.2 (37.5) 82.7 125.8 (11.8) 114.0 Attributable to: Equity shareholders - 75.9 108.5 ordinary Equity shareholders - 0.5 0.3 B shares Minority interests 6.3 5.2 82.7 114.0 Earnings per share- from continuing operations (pence) 7 - basic 31.5p 40.3p 7 - diluted 30.8p 39.5p Earnings per share- from continuing and discontinued operations (pence) 7 - basic 31.5p 42.7p 7 - diluted 30.8p 41.8p £m £m Adjusted group 173.5 166.1 operating profit1 Amortisation of (26.1) (20.0) intangible assets arising on acquisitions Exceptional (37.5) (19.6) reorganisation and restructuring costs Other exceptional (1.6) - costs Share of taxation on (0.7) (0.4) profit in joint ventures and associates Group operating profit 107.6 126.1 from continuing operations £m £m Dividends 8 - Interim dividend of 13.5 12.0 5.60p (4.84p) 8 - Special dividend of - 200.3 nil (72.00p) 8 - Proposed second 44.0 40.4 interim dividend of 18.20p (16.76p) 1 Adjusted Group operating profit represents Group operating profit excludingamortisation of intangible assets arising on acquisitions, exceptional itemsand share of taxation on profit in joint ventures and associates.Consolidated balance sheetat 31 December 2008Notes As restated 31 December 31 December 2008 2007 £m £m Assets Non-current assets Goodwill 1,038.4 786.3 Intangible assets 143.4 120.4 Property, plant and 39.4 28.9 equipment Investments in joint 23.8 24.6 ventures and associates Retirement benefit surplus 30.2 26.2 Other investments 2.0 1.6 1,277.2 988.0 Current assets Inventories 9.3 7.1 Trade and other 202.1 178.0 receivables Derivative financial - 4.6 assets 9 Cash and cash equivalents 172.2 95.0 383.6 284.7 Total assets 1,660.8 1,272.7 Liabilities Current liabilities 10 Borrowings 58.5 39.3 Trade and other payables 354.6 303.1 Derivative financial 10.9 0.2 liabilities Provisions 43.1 27.3 Current tax liabilities 237.2 227.6 704.3 597.5 Non-current liabilities 10 Borrowings 374.3 213.2 Retirement benefit 15.6 4.1 obligation Trade and other payables 24.7 18.8 Provisions 35.5 42.2 6 Deferred tax liabilities 35.2 30.8 485.3 309.1 Total liabilities 1,189.6 906.6 Shareholders' equity 11 Share capital 24.4 82.7 12 Share premium 1.0 361.3 13 Other reserves (567.5) 217.7 13 Retained earnings 1,005.7 (301.3) Total shareholders' equity 463.6 360.4 13 Minority interest in 7.6 5.7 equity Total equity 471.2 366.1 Total equity and 1,660.8 1,272.7 liabilities
These financial statements were approved by the Board of Directors and were signed on its behalf on 3 March 2009 by:
David Levin DirectorNigel Wilson DirectorConsolidated cash flow statementfor the year ended 31 December 2008 2008 2007 £m £mNotes Cash flows from operating activities Reconciliation of profit to operating cash flows Profit for the year 82.7 114.0 Add back: Taxation 19.3 21.9 Depreciation 11.5 9.8 Amortisation of website 1.4 0.4 development costs Amortisation of intangibles 26.1
20.0 arising on acquisitions Interest income (4.6) (6.7) Interest expense 11.0 7.3 Net financing income - (4.4) (4.5) pension schemes Net financing costs - other 4.3 0.5 than interest Other non-cash items 8.4 7.5 Share in profits from (1.8) (2.6) associates and joint ventures Additional profit on prior - (6.0) year disposal Exceptional costs 39.1 19.6 193.0 181.2 Payments against provisions (41.3) (32.2) Additional pension (1.7) (1.7) contributions Decrease in inventories - 0.1 Decrease in trade and other 23.1 15.0 receivables Decrease in trade and other (37.0)
(23.7) payables Cash generated from 136.1 138.7 operations Interest received 3.8 7.5 Interest paid (8.0) (6.3) Taxation paid (18.7) (5.3) Dividends received from 3.3 0.8 joint ventures and associates Net cash flows from 116.5 135.4 operating activities Cash flows from investing activities Acquisition of interests in (47.7)
(82.4)
subsidiaries, net of cash acquired Purchase of property and (15.0)
(12.6)
equipment and intangibles Proceeds of sale of - 7.7 property and equipment Purchase of interest in (0.4) (2.7) joint ventures and associates Proceeds from sale of - 1.1 investments Net cash flows from (63.1) (88.9) investing activities Cash flows from financing activities Proceeds from issuance of 2.0 7.2 ordinary share capital Return of capital to (9.3) (76.7) shareholders (including costs) Dividend paid to (54.4) (246.7) shareholders Dividend paid to minority (7.1) (3.9) interests Investment in own shares - - (0.2) ESOP (Decrease)/increase in (7.1) 55.2 borrowings Issue of floating rate 75.0 - reset bonds Net cash flows from (0.9) (265.1) financing activities Net increase/(decrease) in 52.5
(218.6)
cash and cash equivalents Net foreign exchange 21.3 0.5 difference 9 Cash and cash equivalents 94.7 312.8 at 1 January 9 Cash and cash equivalents 168.5
94.7
at 31 December
Consolidated statement of recognised income and expense for the year ended 31 December 2008
As restated 2008 2007 £m £m Profit for the financial 82.7 114.0 year Currency translation differences on foreign operations: Group 105.5 1.0 Associates and joint 4.3 (0.1) ventures (Losses)/gains on cash flow (8.3)
4.1 hedges taken to equity Gains on cash flow hedges (3.4)
-
taken to income statement Actuarial (loss)/gain (9.3) 34.8
recognised in the pension schemes Actuarial loss recognised (3.3) - in the pension schemes of associates Irrecoverable element of (2.2)
(14.1) pension surplus 83.3 25.7 Total recognised income 166.0 139.7 Attributable to: Equity shareholders 157.0 133.9 Minority interests 9.0 5.8 166.0 139.7 Notes to the consolidated financial statementsfor the year ended 31 December 2008
1. General information
The figures and financial information for the year ended 31 December 2008 donot constitute the statutory financial statements for that year. Thosefinancial statements have not yet been delivered to the Jersey Registrar ofCompanies, but include the auditors' report which was unqualified and did notcontain a statement under Article 111(2) or Article 111(5) of the Companies(Jersey) Law 1991. The figures and financial information for the year ended 31December 2007 included in the preliminary announcement do not constitute thestatutory financial statements for that year. Those financial statements havebeen delivered to the Registrar and included the auditors' report which wasunqualified and did not contain a statement under Section (2) or (3) of theCompanies Act 1985.
This preliminary announcement was approved by a duly appointed and authorised committee of the Board of Directors on 3 March 2009.
The comparative information for the year ended 31 December 2007 has been restated as follows:
* The segmental results have been restated and the impact is disclosed in note 3. * Acquisition accounting adjustments have been finalised in relation to
certain acquisitions which were made in 2007. The comparative information
has been restated in accordance with IFRS 3 `Business Combinations'. The
impact of this restatement is to increase goodwill, prepayments and accrued
income and accruals and deferred income by £3.1m, £1.4m and £4.3m respectively, with a corresponding reduction to property, plant and equipment of £0.2m.
* The retirement benefit surplus has been restated in accordance with IFRIC
14 to reduce the carrying amount by the recognition of tax that would
become payable if the surplus were ultimately repaid to the Group. The
impact of this was to reduce the retirement benefit surplus, deferred tax
liabilities and retained earnings by £14.1m, £13.7m and £0.4m respectively.
New holding company and changes to composition of Group
On 1 July 2008, as part of a restructuring of the Group, United Business MediaLimited (`UBML') was created as a new holding company and parent company of theGroup. UBML is UK-listed, incorporated in Jersey and with its tax residence inthe Republic of Ireland. United Business Media plc (`UBM plc') became asubsidiary of UBML. The former UBM plc shareholders were issued new shares inUBML on a one-for-one basis following a Scheme of Arrangement (`the Scheme')under Part 26 of the Companies Act 2006 which was approved by UBM plcshareholders. Immediately following the Scheme, the former shareholders of UBMplc held the same economic interest in UBML as they held in UBM plc immediatelyprior to its implementation.The acquisition of UBM plc by UBML falls outside the scope of IFRS 3 `BusinessCombinations'. Following the guidance regarding the selection of an appropriateaccounting policy provided by IAS 8 `Accounting policies, changes in accountingestimates and errors', the transaction has been accounted for in thesefinancial statements using the pooling of interests method, which reflects theeconomic substance of the transaction.
In accordance with the requirements of the pooling of interests method, the comparative information in this preliminary announcement has been extracted from the consolidated financial statements of UBM plc and the financial statements of the combined Group represent a continuation of UBM plc's financial statements. The assets and liabilities of UBM plc and UBML are recognised and measured in this preliminary announcement at their pre-combination carrying amounts.
The Group has made a number of acquisitions in the year as disclosed in note 14. These acquisitions have been accounted for using the purchase method of accounting.
2. Significant accounting policies
Basis of preparation
The financial statements have been prepared in accordance with InternationalFinancial Reporting Standards (IFRS). The financial statements are prepared incompliance with the provisions of the Companies (Jersey) Law 1991.The consolidated financial statements have been prepared on a historical costbasis, except for derivative financial instruments that have been measured atfair value.
Changes in accounting policies
The accounting policies adopted are consistent with those of the previous financial year.
3. Segment informationBusiness segmentsDuring the year, the Group reorganised its core operations significantly,replacing the historic `divisional' structure with a much flatter,market-focused organisation. In February 2008, UBM Technology (previously knownas CMP Technology) was reorganised into four separate market-focusedbusinesses, followed by CMP Information into five businesses in June 2008 andCommonwealth Business Media into two businesses in December 2008. Given thesignificant change during 2008, the Group has redefined its business segments,moving from the previous seven operating segments (News Distribution, UBMTechnology, CMP Information, CMPMedica, CMP Asia, Commonwealth Business Mediaand RISI) to two segments, B2B Distribution, Monitoring and Targeting and B2BCommunities. These segments are the basis on which the Group reports itsprimary segment information. For information purposes only, the results of theprevious seven business segments have been included for the year ended 31December 2008.
The Group has made changes to reallocate RISI from Corporate operations to the B2B Communities business segment. The amounts shown for the year ended 31 December 2007 have been restated to reflect these reallocations.
The B2B Distribution, Monitoring and Targeting segment operates in the distribution, targeting and evaluation of company information. The B2B Communities segment operates in the provision of events, business information, marketing services, directories, websites, magazines and trade press.
The following tables present the revenue and profit information and certain asset and liability information for the Group's business segments for the years ended 31 December 2008 and 31 December 2007.
Year ended 31 December 2008
Share of Segment Revenue Revenue results result from from from including external other Total Segment JVs and JVs and customers segments revenue result associates associates £m £m £m £m £m £m Continuing operations Segments B2B Distribution, 154.3 - 154.3 34.9 0.6 35.5 Monitoring and Targeting B2B Communities 732.7 0.2 732.9 82.4 1.1 83.5 Corporate Operations2 - - - (6.6) (0.6) (7.2) 887.0 0.2 887.2 110.7 1.1 111.8 Eliminations - (0.2) (0.2) - - - Group exceptional - - - (4.2) - (4.2)reorganisation costs 887.0 - 887.0 106.5 1.1 107.6 Continuing operations Finance income/(cost) Interest income 4.6 Interest cost (11.0) Financing income - other 0.3 than interest Financing cost - other (4.6)than interest Financing income - 4.4 pension schemes 101.3 Taxation (18.6) Profit for the year 82.7 1 Adjusted Group operating profit represents Group operating profit excludingamortisation of intangible assets arising on acquisitions, exceptional itemsand share of taxation on profit in joint ventures and associates.2 Corporate Operations comprises net operating costs together with those equityaccounted investments which do not form part of one of the Group's operatingsegments.
3. Segments information (continued)
Year ended 31 December 2008 Share of tax Segment on profit result Adjusted from Amortisation including operating JVs and Exceptional of JVs and profit1 associates Items intangibles associates £m £m £m £m £m Continuing operations Segments B2B Distribution, 43.3 (0.3) (6.1) (1.4) 35.5 Monitoring and Targeting B2B Communities 137.2 (0.2) (28.8) (24.7) 83.5 Corporate Operations2 (7.0) (0.2) - - (7.2) 173.5 (0.7) (34.9) (26.1) 111.8 Group exceptional - - (4.2) - (4.2)reorganisation costs 173.5 (0.7) (39.1) (26.1) 107.6
Year ended 31 December 2008
Share of results from JVs and Share of associates Interest Tax from results (pre from JVs from interest JVs and and JVs and and tax) associates associates associates £m £m £m £m Continuing operations Segments
B2B Distribution, Monitoring 0.9 - (0.3)
0.6 and Targeting B2B Communities 1.2 0.1 (0.2) 1.1 Corporate Operations2 (0.9) 0.5 (0.2) (0.6) 1.2 0.6 (0.7) 1.1 1 Adjusted Group operating profit represents Group operating profit excludingamortisation of intangible assets arising on acquisitions, exceptional itemsand share of taxation on profit in joint ventures and associates.2 Corporate Operations comprises net operating costs together with those equityaccounted investments which do not form part of one of the Group's operatingsegments.
3. Segment information (continued)
Year ended 31 December 2008 Adjusted Share of Group results from operating JVs and Adjusted profit1 associates Group (before equity (before tax operating accounted and profit1 as investments) amortisation) reported £m £m £m Continuing operations Segments B2B Distribution, 42.4 0.9 43.3 Monitoring and Targeting B2B Communities 135.9 1.3 137.2 Corporate Operations2 (6.6) (0.4) (7.0) 171.7 1.8 173.5 Year ended 31 December 2008 Investments Total net Segment in JVs and Segment (assets/ assets associates Total liabilities (liabilities) £m £m £m £m £m Continuing operations Segments B2B Distribution, 115.0 1.5 116.5 (45.4) 71.1 Monitoring and Targeting B2B Communities 1,346.6 16.2 1,362.8 (401.9) 960.9 1,461.6 17.7 1,479.3 (447.3) 1,032.0 Centrally managed 134.8 - 134.8 (665.0) (530.2)treasury, tax and pension balances Other 40.6 6.1 46.7 (77.3) (30.6) 1,637.0 23.8 1,660.8 (1,189.6) 471.2 1 Adjusted Group operating profit represents Group operating profit excludingamortisation of intangible assets arising on acquisitions, exceptional itemsand share of taxation on profit in joint ventures and associates.2 Corporate Operations comprises net operating costs together with those equityaccounted investments which do not form part of one of the Group's operatingsegments.
3. Segment information (continued)
Year ended 31 December 2008 Capital Depreciation Capital expenditure Capital (Including expenditure (property, expenditure amortisation (acquisition plant (website of website Other of and development development non-cash businesses) equipment) costs) costs) expenses £m £m £m £m £m Continuing operations Segments B2B Distribution, 4.9 5.4 - 2.9 0.9 Monitoring and Targeting B2B Communities 52.2 8.8 0.7 9.6 3.7 Corporate Operations2 - 0.1 - 0.4 3.8 57.1 14.3 0.7 12.9 8.4 Capital expenditure relating to the acquisition of businesses of £57.1mrepresents gross cash paid of £38.4m, plus accrued expected future deferredconsideration payments. The cash outflow on acquisitions of businesses duringthe year comprises cash paid net of cash acquired of £35.5m plus £12.6m ofdeferred consideration payments on prior year acquisitions.Geographical segmentsYear ended 31 December 2008 Capital Capital expenditure Capital expenditure (property, expenditure (acquisition plant (website Segment Segment of and development revenue assets businesses) equipment) costs) £m £m £m £m £m Segments Continuing operations United Kingdom 178.3 327.8 7.8 1.3 0.7 Americas 426.8 737.8 33.0 11.1 - Europe and Middle 153.3 482.2 1.9 1.5 - East Asia/Pacific 128.6 89.2 14.4 0.4 - 887.0 1,637.0 57.1 14.3 0.7 1 Adjusted Group operating profit represents Group operating profit excludingamortisation of intangible assets arising on acquisitions, exceptional itemsand share of taxation on profit in joint ventures and associates.2 Corporate Operations comprises net operating costs together with those equityaccounted investments which do not form part of one of the Group's operatingsegments.
3. Segment information (continued)
Year ended 31 December 2007
As As As As As As restated restated restated restated restated restated Share of Segment Revenue Revenue results result From from from JVs including external other Total Segment and JVs and customers segments revenue result associates associates £m £m £m £m £m £m Continuing operations Segments B2B Distribution, 141.1 - 141.1 47.5 0.7 48.2 Monitoring and Targeting B2B Communities 660.5 1.4 661.9 80.5 1.3 81.8 Corporate Operations2 - - - (4.1) 0.2 (3.9) 801.6 1.4 803.0 123.9 2.2 126.1 Eliminations - (1.4) (1.4) - - - 801.6 - 801.6 123.9 2.2 126.1 Continuing operations Finance income/(cost) Interest income 6.7 Interest cost (7.3) Financing cost - other (0.5)than interest Financing cost - pension 4.5 schemes 129.5 Taxation (21.5) Discontinued operations (note 15) Taxation - Profit from disposal of 6.0 discontinued operations (note 15) Profit for the year from 114.0 continuing and discontinued operations 1 Adjusted Group operating profit represents Group operating profit excludingamortisation of intangible assets arising on acquisitions, exceptional itemsand share of taxation on profit in joint ventures and associates.2 Corporate Operations comprises net operating costs together with those equityaccounted investments which do not form part of one of the Group's operatingsegments.
3. Segment information (continued)
Year ended 31 December 2007 Continuing operations As As As As As restated restated restated restated restated Share of tax Segment on profit result Adjusted from equity Amortisation including operating accounted Exceptional of JVs and profit1 investments items intangibles associates £m £m £m £m £m Segments B2B Distribution, 49.1 - - (0.9) 48.2 Monitoring and Targeting B2B Communities 120.5 - (19.6) (19.1) 81.8 Corporate Operations2 (3.5) (0.4) - - (3.9) 166.1 (0.4) (19.6) (20.0) 126.1 Year ended 31 December 2007 As As As As restated restated restated restated Share of results from JVs and Interest Share of associates from JVs Tax from JV results from (pre interest and and JVs and and tax) associates associates associates £m £m £m £m Continuing operations Segments
B2B Distribution, Monitoring 0.7 - -
0.7 and Targeting B2B Communities 1.2 0.1 - 1.3 Corporate Operations2 0.6 - (0.4) 0.2 2.5 0.1 (0.4) 2.2 1 Adjusted Group operating profit represents Group operating profit excludingamortisation of intangible assets arising on acquisitions, exceptional itemsand share of taxation on profit in joint ventures and associates.2 Corporate Operations comprises net operating costs together with those equityaccounted investments which do not form part of one of the Group's operatingsegments.
3. Segment information (continued)
Year ended 31 December 2007 As restated As restated As restated Group Share of operating results from Adjusted profit1 equity Group (before investments operating equity (before tax profit1 accounted and as investments) amortisation) reported £m £m £m Continuing operations Segments
B2B Distribution, Monitoring and Targeting 48.4 0.7
49.1 B2B Communities 119.2 1.3 120.5 Corporate Operations2 (4.1) 0.6 (3.5) 163.5 2.6 166.1 Year ended 31 December 2007 As As As As As restated restated restated restated restated Investments Segment in JVs and Segment Total net assets associates Total liabilities assets £m £m £m £m £m Continuing operations Segments B2B Distribution, 77.9 2.0 79.9 (41.2) 38.7
Monitoring and Targeting B2B Communities 1,066.2 12.7 1,078.9 (352.5) 726.4 1,144.1 14.7 1,158.8 (393.7) 765.1 Centrally managed 69.4 - 69.4 (461.6) (392.2)treasury, tax and pension balances Other 34.6 9.9 44.5 (51.3) (6.8) 1,248.1 24.6 1,272.7 (906.6) (366.1)1 Adjusted Group operating profit represents Group operating profit excludingamortisation of intangible assets arising on acquisitions, exceptional itemsand share of taxation on profit in joint ventures and associates.2 Corporate Operations comprises net operating costs together with those equityaccounted investments which do not form part of one of the Group's operatingsegments.
3. Segment information (continued)
Year ended 31 December 2007 As As As As As restated restated restated restated restated Depreciation Capital Capital Capital (Including expenditure expenditure expenditure amortisation (acquisition (property, (website of website Other of plant and development development non-cash businesses) equipment) costs) costs) expenses £m £m £m £m £m Continuing operations Segments B2B Distribution, 34.3 3.4 - 2.6 1.0 Monitoring and Targeting B2B Communities 64.7 6.7 2.0 7.1 3.0 Corporate Operations2 - 0.5 - 0.5 3.5 99.0 10.6 2.0 10.2 7.5 Capital expenditure relating to the acquisition of businesses of £99.0mrepresents gross cash paid of £80.7m, plus accrued expected future deferredconsideration payments. The cash outflow on acquisitions of businesses duringthe year comprises cash paid net of cash acquired of £76.9m plus £8.2m ofdeferred consideration payments on prior year acquisitions.Geographical segmentsYear Ended 31 December 2007 As As As As As restated restated restated restated restated Capital Capital Capital expenditure expenditure expenditure (acquisition (property, (website Segment Segment of plant and development revenue assets businesses) equipment) costs) £m £m £m £m £m Segments Continuing operations United Kingdom 187.4 393.0 24.5 3.7 2.0 Americas 365.5 485.5 71.9 5.8 - Europe and Middle East 128.6 316.4 0.3 0.3 - Asia/Pacific 120.1 53.2 2.3 0.8 - 801.6 1,248.1 99.0 10.6 2.0 1 Adjusted Group operating profit represents Group operating profit excludingamortisation of intangible assets arising on acquisitions, exceptional itemsand share of taxation on profit in joint ventures and associates.2 Corporate Operations comprises net operating costs together with those equityaccounted investments which do not form part of one of the Group's operatingsegments.
3. Segment information (continued)
The following tables present the revenue and profit information for the seven business segments previously reported by the Group for the years ended 31 December 2008 and 31 December 2007.
Year ended 31 December 2008
Share of Segment Revenue Revenue results result from from from including external other Total Segment JVs and JVs and customers segments revenue result associates associates £m £m £m £m £m £m Continuing operations Segments B2B Distribution, 154.3 - 154.3 34.9 0.6 35.5 Monitoring and Targeting CMP Asia 91.1 0.2 91.3 23.4 0.2 23.6 CMP Information 190.0 - 190.0 28.9 - 28.9 UBM Technology3 194.0 - 194.0 17.8 0.9 18.7 CMPMedica 182.3 - 182.3 10.6 - 10.6 Commonwealth Business 60.9 - 60.9 0.5 - 0.5 Media RISI 14.4 - 14.4 1.2 - 1.2 B2B Communities 732.7 0.2 732.9 82.4 1.1 83.5 Corporate Operations2 - - - (6.6) (0.6) (7.2) 887.0 0.2 887.2 110.7 1.1 111.8 Eliminations - (0.2) (0.2) - - - Group exceptional - - - (4.2) - (4.2)reorganisation costs 887.0 - 887.0 106.5 1.1 107.6 Share of tax Segment on profit result Adjusted from Amortisation including operating JVs and Exceptional of JVs and profit1 associates Items intangibles associates £m £m £m £m £m Continuing operations Segments B2B Distribution, 43.3 (0.3) (6.1) (1.4) 35.5 Monitoring and Targeting CMP Asia 26.2 (0.1) (1.9) (0.6) 23.6 CMP Information 43.4 - (10.3) (4.2) 28.9 UBM Technology3 29.3 (0.1) (4.9) (5.6) 18.7 CMPMedica 29.1 - (7.6) (10.9) 10.6 Commonwealth Business 7.7 - (3.8) (3.4) 0.5 Media RISI 1.5 - (0.3) - 1.2 B2B Communities 137.2 (0.2) (28.8) (24.7) 83.5 Corporate Operations2 (7.0) (0.2) - - (7.2) 173.5 (0.7) (34.9) (26.1) 111.8 Group exceptional - - (4.2) - (4.2)reorganisation costs 173.5 (0.7) (39.1) (26.1) 107.6 1 Adjusted Group operating profit represents Group operating profit excludingamortisation of intangible assets arising on acquisitions, exceptional itemsand share of taxation on profit in joint ventures and associates.2 Corporate Operations comprises net operating costs together with those equityaccounted investments which do not form part of one of the Group's operatingsegments.
3 UBM Technology was previously reported as CMP Technology.
3. Segment information (continued)
Year ended 31 December 2007
As As As As As As restated restated restated restated restated restated Share of Segment Revenue results result From Revenue from JVs including external from other Total Segment and JVs and customers segments revenue result associates associates £m £m £m £m £m £m
Continuing operations
Segments B2B Distribution, 141.1 - 141.1 47.5 0.7 48.2 Monitoring and Targeting CMP Asia 76.6 1.4 78.0 20.4 0.1 20.5 CMP Information 192.2 - 192.2 44.5 - 44.5 UBM Technology3 160.5 - 160.5 14.9 1.2 16.1 CMPMedica 161.8 - 161.8 3.2 - 3.2
Commonwealth Business 57.1 - 57.1 (3.6) -
(3.6)Media RISI 12.3 - 12.3 1.1 - 1.1 B2B Communities 660.5 1.4 661.9 80.5 1.3 81.8 Corporate Operations2 (4.1) 0.2 (3.9) 801.6 1.4 803.0 123.9 2.2 126.1 Eliminations - (1.4) (1.4) - - - 801.6 - 801.6 123.9 2.2 126.1 Year ended 31 December 2007 Continuing operations As restated As restated As restated As restated As restated Segment Share of tax result Adjusted on profit from including operating JVs and Exceptional Amortisation JVs and profit1 associates Items of intangibles associates £m £m £m £m £m Segments B2B Distribution, 49.1 - - (0.9) 48.2 Monitoring and Targeting CMP Asia 21.0 - - (0.5) 20.5 CMP Information 47.6 - - (3.1) 44.5 UBM Technology3 25.2 - (6.2) (2.9) 16.1 CMPMedica 18.4 - (5.7) (9.5) 3.2 Commonwealth Business 7.2 - (7.7) (3.1) (3.6)Media RISI 1.1 - - - 1.1 B2B Communities 120.5 - (19.6) (19.1) 81.8 Corporate Operations2 (3.5) (0.4) - - (3.9) 166.1 (0.4) (19.6) (20.0) 126.1 1 Adjusted Group operating profit represents Group operating profit excludingamortisation of intangible assets arising on acquisitions, exceptional itemsand share of taxation on profit in joint ventures and associates.2 Corporate Operations comprises net operating costs together with those equityaccounted investments which do not form part of one of the Group's operatingsegments.
3 UBM Technology was previously reported as CMP Technology.
4. Exceptional items
Exceptional items are presented separately as, due to their nature or for theinfrequency of the events giving rise to them, this allows shareholders tounderstand better the elements of financial performance for the year, so as tofacilitate comparison with prior periods and to assess better the trends of
financial performance. 2008 2007 £m £m Charged to operating profit
Reorganisation and restructuring costs
- Vacant property costs (11.4) (3.9) - Redundancy (16.8) (12.1) - Restructuring and business (5.1) (3.6)reorganisation costs - Change of domicile (4.2) - (37.5) (19.6) Other exceptional items (1.6) - Total charged to operating profit and (39.1) (19.6)profit before tax Credited to profit after tax Taxation relating to exceptional items 1.6
1.8
Total (charged)/credited to profit after (37.5) (17.8)tax
Credited to discontinued operations Additional profit on prior years disposal - 6.0 (note 15) Total charged for the year after (37.5) (11.8)discontinued operations Charged to operating profitYear ended 31 December 2008In April 2008, UBM announced that it was undertaking a reorganisation of thecorporate tax structure of the Group which would create a new holding companywhich is UK-listed, incorporated in Jersey and with its tax residence in theRepublic of Ireland. The scheme was approved by shareholders on 2 June 2008 andwas formally implemented on 1 July 2008. The exceptional charge of £4.2mrepresents the professional fees and other costs arising in connection withthis change of domicile.
In November 2008, the CPhI India and P-MEC India events were cancelled as a result of the terrorist attacks in Mumbai. The irrecoverable costs incurred by CMP Asia and CMP Information, which total £1.6m, have been recorded as an exceptional item, classified within other exceptional items.
During the year, UBM reorganised its core operations, replacing the historic`divisional' structure with a much flatter, market-focused organisation. InFebruary, UBM Technology was reorganised into four separate market-focusedbusinesses, followed by CMP Information into five businesses in June andCommonwealth Business Media into two businesses in December. UBM alsoimplemented a number of restructuring and reorganisation projects across theGroup. The objectives of these projects are to achieve a greater alignment ofproduct portfolios and organisational structure to the changing needs ofcustomers, to better position the businesses to take advantage of higher growthareas and to improve profitability. This involved closure and merging of someprint titles and a headcount reduction of over 500 people.The exceptional charge of £33.3m includes £16.8m relating to redundancy costsand £5.1m relating to restructuring and business reorganisation. Of the amountcharged, £8.4m has been incurred in 2008 and the balance is expected to beincurred in 2009. The charge also includes £11.4m of vacant property and otherproperty costs which will be incurred over the remainder of the lease terms.
Year ended 31 December 2007
In 2007, UBM Technology (formerly CMP Technology) announced a restructuring toalign its product portfolio and organisational structure to the changing needsof its customers, and to better position the business to take advantage ofgrowth opportunities in events, online and data. This involved the closure andmerging of some print titles and a headcount reduction of over 200 people. Theexceptional charge of £6.2m includes £3.3m relating to redundancy, £2.2mrelating to vacant property and £0.7m to restructuring and businessreorganisation costs. The redundancy and restructuring and businessreorganisation costs were substantially incurred by 31 December 2007. Theamount relating to vacant property will be incurred over the remainder of thelease term.Following the acquisition of the Official Airlines Guide (OAG) in December2006, the Group announced a restructuring plan to enable it to serve its globalcustomers more effectively. The exceptional charge of £7.7m includes £6.0mrelating to the redundancy of 120 people, £0.5m relating to vacant property and£1.2m of restructuring costs. The redundancy and restructuring costs weresubstantially incurred by 31 December 2007 and the amount relating to vacantproperty will be incurred over the remainder of the lease term.During 2007, CMPMedica commenced a restructuring programme to rebalance thebusiness to enable them to better meet the changing customer requirements, toposition them in growth markets and to improve profitability. The exceptionalcharge of £5.7m includes £2.8m relating to the redundancy of 60 people, £1.2mof vacant property costs and £1.7m of other reorganisation costs. Of the amountcharged, £1.3m was spent in 2007 and the majority of the balance was incurredin 2008.Credited to profit after taxYear ended 31 December 2008
There is a £1.6m tax credit in relation to the £5.5m of redundancy and restructuring costs incurred by UK companies.
Year ended 31 December 2007
There is a £1.8m tax credit in relation to the £6.0m redundancy provision associated with the restructuring of OAG.
Credited to discontinued operations
Year ended 31 December 2007
The £6.0m additional profit on prior year disposals represents additionalconsideration receivable from GfK following the settlement of certainoutstanding items relating to the sale of NOP World in 2005, together with arelease of amounts held for certain potential warranty and other claims whichare now no longer required.5. Finance (cost)/income 2008 2007 £m £m Interest income Cash and cash 4.6 6.7 equivalents Interest cost Borrowings and loans (9.3) (5.6) Other (1.7) (1.7) (11.0) (7.3) Financing income - other than interest Other fair value 0.3 - adjustments Financing cost - other than interest Net foreign exchange (4.3) (0.2)loss Other fair value (0.3) (0.3)adjustments (4.6) (0.5) Financing income - 4.4 4.5 pension schemes Net finance (cost)/ (6.3) 3.4 Income 6. TaxationMajor components of income tax expense for the year ended 31 December 2008 are: 2008 2007 £m £m
Consolidated income statement
Current tax: Current tax charge 24.8 27.2 Deferred tax: Origination and reversal of temporary differences (6.2)
(5.7)
Income tax expense in the consolidated income 18.6 21.5 statement
Factors affecting tax charge for the year
A reconciliation of income tax expense before exceptional tax credit applicableto accounting profit before tax at the statutory tax rate to tax expense forthe year ended 31 December 2008 is as follows: 2008 2007 £m £m Profit before tax from continuing operations 101.3
129.5
Profit before tax attributable to discontinued -
6.0 operations (note 15) Profit before tax 101.3 135.5 Profit before tax multiplied by standard rate of 12.7 40.7 corporation tax in the Republic of Ireland of
12.5% (2007: UK 30%) Effect of:
Expenses not deductible for tax purposes 4.0
7.7
Tax effect of items not recognised in consolidated (9.8) (11.7)financial statements Origination and reversal of temporary differences (4.8) (7.8)not recognised Different tax rates on overseas earnings 19.1
(0.4)
Share of results from associates and joint (0.3) (0.7)ventures (after tax) Profit on sale of discontinued operations and - (1.8)equity accounted investments Non-taxable income (2.3) (4.5) Income tax expense reported in the consolidated 18.6 21.5 income statement Deferred tax
Deferred tax at 31 December relates to the following:
Consolidated balance sheet Consolidated income statement As restated 2008 2007 2008 2007 £m £m £m £m Deferred tax Fair value adjustments on 33.4 29.6 (6.4) (5.2) acquisitions Other temporary differences 1.8 1.2 0.2 (0.5) 35.2 30.8 (6.2) (5.7)
At 31 December 2008, there was no recognised deferred tax liability for taxes that would be payable on the unremitted earnings of certain of the Group's subsidiaries as the Group has determined that undistributed profits of its subsidiaries will not be distributed in the foreseeable future.
The temporary differences associated with investments in subsidiaries for whicha deferred tax liability has not been recognised amount in aggregate to £13.1bn (2007: £3.1 bn). There are no income tax consequences to the Group attachingto the payment of dividends by the Company to its shareholders.6. Taxation (continued) As restated 2008 2007 £m £m
The movement in the net deferred tax liability was as follows:
Net liability at 1 January 30.8 30.2 Acquisition of subsidiaries 3.0 5.4 (note 14)
Amounts credited to net profit (6.2)
(5.7) Currency translation 7.6 0.9 Net liability at 31 December 35.2 30.8 The Group has unrecognised deferred tax assets of £80.1m relating to deductibletemporary differences and £63.6m (of which £50.6m will expire between 2018 and2028) relating to unused tax losses (2007: £63.4m and £49.2m of which £35.2mwill expire within 2018 and 2027 respectively). No deferred tax asset has beenrecognised in respect of these amounts due to the unpredictability of futuretaxable profit streams.7. Earnings per share
Basic earnings per share amounts are calculated by dividing net profit for theyear attributable to ordinary equity shareholders by the weighted averagenumber of ordinary shares outstanding during the year (reflecting the movementsset out in note 11).
Diluted earnings per share amounts are calculated by dividing the net profit attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the year (adjusted for the effects of dilutive options).
Adjusted earnings per share is calculated on the net profit for the yearattributable to ordinary equity shareholders, less amortisation of intangibleassets arising on acquisitions, certain exceptional items, deferred tax onamortisation of intangible assets, taxation relating to exceptional items andnet financing cost - other than interest, divided by the weighted averagenumber of ordinary shares outstanding during the year. Certain exceptionalitems, net financing costs - other than interest, taxation related toexceptional items and deferred tax on amortisation of intangible assets areexcluded from this calculation, as due to their nature and the infrequency ofthe events giving rise to them, separate presentation allows shareholders tounderstand better the elements of financial performance for the year, so as tofacilitate comparison with prior periods and to assess better the trends offinancial performance.
The following reflects the income and share data used in the total operations basic and diluted earnings per share computations:
2008 2007 weighted weighted average 2008 average 2007 no. Earnings no. Earnings 2008 of per 2007 of per Earnings shares share Earnings shares share £m million pence £m million pence From continuing and discontinued operations Adjusted Group 173.5 166.1 operating profit Net interest expense (6.4) (0.6) Financing income - 4.4 4.5 pension schemes Adjusted profit before 171.5 170.0 tax Taxation (27.3) (28.9) Minority interests (6.3) (5.2) B share dividend (0.5) (0.3) Adjusted earnings per 137.4 241.2 57.0 135.6 254.0 53.4 share Adjustments Amortisation of (26.1) (10.8) (20.0) (7.9) intangible assets arising on acquisitions Deferred tax on 6.4 2.6 5.2 2.0 amortisation of intangible assets Adjustments in respect (39.1) (16.2) (13.6) (5.3) of exceptional items Taxation relating to 1.6 0.7 1.8 0.7 exceptional items Net financing cost - (4.3) (1.8) (0.5) (0.2) other than interest Basic earnings per 75.9 241.2 31.5 108.5 254.0 42.7 share Dilution Options - 5.1 (0.7) - 5.5 (0.9) Diluted earnings per 75.9 246.3 30.8 108.5 259.5 41.8 share
Adjusted earnings per share (as 137.4 241.2 57.0 135.6 254.0
53.4 above) Options - 5.1 (1.2) - 5.5 (1.1) Diluted adjusted earnings per 137.4 246.3 55.8 135.6 259.5 52.3 share
7. Earnings per share (continued)
2008 2007 Weighted Weighted average 2008 average 2007 no. Earnings no. Earnings 2008 of per 2007 of per Earnings shares share Earnings shares share £m million pence £m million pence
From continuing operations
Adjusted Group operating 173.5 166.1 profit Operating profit from - - discontinued operations Net interest expense (6.4) (0.6)
Financing income - pension 4.4 4.5
schemes
Adjusted profit before tax 171.5 170.0
Taxation (27.3) (28.9) Minority interests (6.3) (5.2) B share dividend (0.5) (0.3)
Adjusted earnings per share 137.4 241.2 57.0 135.6 254.0
53.4 Adjustments
Amortisation of intangible (26.1) (10.8) (20.0)
(7.9)assets arising on acquisitions
Deferred tax on amortisation 6.4 2.6 5.2
2.0 of intangible assets
Adjustments in respect of (39.1) (16.2) (19.6)
(7.7)exceptional items Taxation relating to 1.6 0.7 1.8 0.7 exceptional items
Net financing cost - other (4.3) (1.8) (0.5)
(0.2)than interest Basic earnings per share 75.9 241.2 31.5 102.5 254.0 40.3 Dilution Options - 5.1 (0.7) - 5.5 (0.8)
Diluted earnings per share 75.9 246.3 30.8 102.5 259.5
39.5
Adjusted earnings per share 137.4 241.2 57.0 135.6 254.0
53.4 (as above) Options - 5.1 (1.2) - 5.5 (1.1)
Diluted adjusted earnings 137.4 246.3 55.8 135.6 259.5 52.3 per share The Group has one category of dilutive potential ordinary shares: those shareoptions granted to employees where the exercise price is less than the averagemarket price of the Company's ordinary shares during the year. The impact ofdilutive securities in 2008 would be to increase weighted average shares by 5.1million shares (2007: 5.5 million shares) for employee share options.The weighted average number of shares excludes ordinary shares held by the ESOPand the QUEST.8. Dividends 2008 2007 £m £m
Declared and paid during the year Equity dividends on ordinary shares Second interim dividend for 2007 16.76p 40.4 34.1 (2006: 13.60p) Special dividend of nil (2007: 72.00p) -
200.3
Interim dividend for 2008 of 5.60p 13.5 12.0 (2007: 4.84p)
Equity dividends - B shares 0.5
0.3 54.4 246.7
Proposed (not recognised as a liability
at 31 December)
Equity dividends on ordinary shares Second interim dividend for 2008 of 44.0 40.4 18.20p (2007: 16.76p)
The proposed second interim dividend is subject to approval and has not been recognised as a liability in these financial statements.
Pursuant to the Dividend Access Plan (`DAP') arrangements put in place as partof the Scheme of Arrangement, shareholders in the Company are able to elect toreceive their dividends from a UK source (the `DAP election'). Shareholders whoheld 50,000 or fewer shares (i) on the date of admission of the Company'sshares to the London Stock Exchange and (ii) in the case of shareholders whodid not own the shares at that time, on the first dividend record date afterthey become shareholders in the Company, unless they elect otherwise, will bedeemed to have elected to receive their dividends under the DAP arrangements.Shareholders who hold more than 50,000 shares and who wish to receive theirdividends from a UK source must make a DAP election. All elections remain inforce indefinitely unless revoked. Unless shareholders have made a DAPelection, or are deemed to have made a DAP election, dividends will be receivedfrom an Irish source and will be taxed accordingly.
9. Cash and cash equivalents
2008 2007 £m £m Cash at bank and in hand 33.3 35.5 Short term deposits 138.9 59.5 172.2 95.0
Cash at bank earns interest at floating rates based on daily bank deposit rates. Short term deposits are made for varying periods of between one day and twelve months and earn interest at the respective short-term deposit rates.
The fair value of cash and cash equivalents at 31 December 2008 is £172.2m (2007: £95.0m). The Group only deposits surplus cash with major banks of high quality credit standing. The Group classifies all its cash and short term deposits as loans and receivables.
For the purposes of the consolidated cash flow statement, cash and cash equivalents comprise the following at December:
2008 2007 £m £m Cash at bank and in hand 33.3 35.5 Short term deposits 138.9 59.5 172.2 95.0 Bank overdrafts (note 10) (3.7) (0.3) 168.5 94.7 10. BorrowingsOther borrowings 2008 2007 £m £m Current Bank overdrafts 3.7 0.3 Current instalments due on bank 50.9 39.0 loans 7.75% US bonds 3.9 - 58.5 39.3 Non-current Non current instalments due on 299.3 210.3 bank loans Floating rate reset bonds 75.0 - 7.75% US bonds - 2.9 374.3 213.2 During the year, the Group raised £75.0m through the issue of 20 year FloatingRate Reset Bonds. The bonds bear interest at six month LIBOR plus 0.68% until26 September 2011. Thereafter the interest rate will be 4.70% plus a creditspread which will be reset every three years by auction. Bondholders may putthe bonds back to the issuer, at par, on 26 September 2011 and on eachtriennial interest reset date thereafter. The Group may call the bonds at fairmarket value on interest payment dates from September 2011. If not put orcalled, the bonds will mature in 2028.
The Group classifies all its derivative financial instruments as fair value through profit and loss and its bank overdrafts, bank loans, floating rate reset bonds and 7.75% US bonds as financial liabilities at amortised cost.
2008 2007 £m £m Bank loans
€53.1m variable rates loan 50.9
39.0 2009 CAD26.0m variable rates loan 14.7 13.2 2010
CAD6.0m variable rate multi 0.8
0.8 option facility due 2010 £325m variable rate multi 283.3 195.8 option facility due 2012 Other 0.5 0.5 350.2 249.3 31 December 2008€53.1m variable rates loan 2009This unsecured loan is repayable on 16 March 2009 and bears interest at LIBORplus 0.75%.
CAD26.0m variable rates loan 2010 This unsecured loan is repayable on 27 May 2010 and bears interest at LIBOR plus 0.3%
CAD6.0m variable rate multi option facility due 2010 This unsecured revolving facility is repayable on 27 May 2010 and bears interest at LIBOR plus 0.3%. At 31 December 2008, CAD1.5m of this loan was drawn leaving CAD 4.5m undrawn.
£325m variable rate multi option facility due 2012 This £325m multicurrency unsecured revolving facility is repayable on 27 July 2012 and bears interest at LIBOR plus 0.325%. The undrawn portion of this facility is £41.7m.
10. Borrowings (continued)31 December 2007
€53.1m variable rates loan 2008 This unsecured loan is repayable on 16 December 2008 and bears interest at LIBOR plus 0.325%.
CAD26.0m variable rates loan 2010 This unsecured loan is repayable on 27 May 2010 and bears interest at LIBOR plus 0.3%
CAD6.0m variable rate multi option facility due 2010 This unsecured revolving facility is repayable on 27 May 2010 and bears interest at LIBOR plus 0.3%. At 31 December 2007, CAD1.7m of this loan was drawn leaving CAD 4.3m undrawn.
£325m variable rate multi option facility due 2012This £325m multicurrency unsecured revolving facility is repayable on 27 July2012 and bears interest at LIBOR plus 0.325%. The undrawn portion of thisfacility is £129.2m.11. Share capital 2008 2007 £m £m Authorised 1,217,124,740 Ordinary shares of 10 pence each (2007: 121.7 121.7 360,024,734 Ordinary shares of 33 and
71/88 pence each)
Nil (2007: 375,417,690 B shares of 8 and 23/44 pence each) -
32.0 121.7 153.7 Ordinary Ordinary B B shares Shares Shares Shares Total Number £m Number £m £m Issued and fully paid At 1 January 2007 281,542,883 85.5 4,133,770 0.4 85.9 Issued in respect of share 308,994 0.1 - - 0.1 option schemes and other entitlements Shares repurchased and (260,000) (0.1) - - (0.1)cancelled At 27 March 2007 (pre share 281,591,877 85.5 4,133,770 0.4 85.9 consolidation) Share consolidation (28,733,865) - - - - Issued in respect of share 1,152,290 0.4 - - 0.4 option schemes and other entitlements Shares repurchased and (10,467,793) (3.5) - - (3.5)cancelled B shares purchased by the - - (323,838) (0.1) (0.1)company At 31 December 2007 243,542,509 82.4 3,809,932 0.3 82.7 Issued in respect of share 279,246 0.1 - - 0.1 option schemes and other entitlements At 30 June 2008 (pre 243,821,755 82.5 3,809,932 0.3 82.8 capital reorganisation) Capital reorganisation - (58.1) - - (58.1) Capital reorganisation - - - (3,809,932) (0.3) (0.3)repurchase of B shares Issued in respect of share 260,617 - - - - option schemes and other entitlements
At 31 December 2008 244,082,372 24.4 - - 24.4
Capital reorganisation and new holding company
On 1 July 2008, as part of a reorganisation of the corporate structure of theGroup, United Business Media Limited (`UBML') was created as a new holdingcompany and parent company of the Group. UBML is UK-listed, incorporated inJersey and with its tax residence in the Republic of Ireland. United BusinessMedia plc (`UBM plc') became a subsidiary of UBML. The former UBM plcshareholders were issued new shares in UBML on a one-for-one basis following aScheme of Arrangement (`the Scheme') under Part 26 of the Companies Act 2006which was approved by UBM plc shareholders. Immediately following the Scheme,the former shareholders of UBM plc held the same economic interest in UnitedBusiness Media Limited as they held in UBM plc immediately prior to itsimplementation.The effect of the Scheme was to increase share premium by £885.4m from £362.2mat the date immediately preceding the scheme, eliminate UBM plc's capitalredemption reserve of £52.1m and create a merger reserve with a negative/debitbalance of £833.3m.Also on 1 July 2008, UBM plc reduced and repaid its entire issued B sharecapital for total consideration of £9.4m (being 245p per share plus therelevant proportion of dividends outstanding). The effect of the reduction andrepayment of UBM plc's B share capital of £9.4m was to reduce share capital by£0.3m, increase the capital redemption reserve by £0.3m, reduce retainedearnings by £9.3m in relation to the redemption of the B shares and to recordthe £0.1m B share dividend for the period to the redemption date.On 4 July 2008, the Jersey Court approved the reduction of capital of UBML,whereby the nominal value of each ordinary share was reduced from 33 71/88p to10p and the balance of UBML's share premium account was transferred to theprofit and loss reserve. The effect of the reduction of capital was to reduceshare capital by £58.1m, reduce share premium by £1,247.6m and increase theprofit and loss reserve by £1,305.7m.
11. Share capital (continued)
Share repurchases
The Group did not repurchase and cancel any of its own ordinary shares duringthe year (2007: 10,727,793 ordinary shares at an average price of 705.8p). Thetotal amount paid to acquire the ordinary shares was £nil and, as describedabove, £9.4m was paid to acquire B shares (2007: £75.9m for ordinary shares and£0.8m for B shares).Ordinary sharesOn 19 March 2007, in conjunction with the special dividend of 72.0 pence pershare, a share consolidation was carried out to convert 49 existing ordinaryshares with a nominal value of 30 and 5/14 pence each to 44 new ordinary shareswith a nominal value of 33 and 71/88 pence each. The share consolidationconverted the 281,591,877 existing issued and fully paid ordinary shares into252,858,012 new issued and fully paid ordinary shares. The weighted averagenumber of shares used in the calculation of earnings per share reflects theshare consolidation (refer to note 7).
There are no restrictions on the transfer of ordinary shares in the company other than:
* Certain restrictions may from time to time be imposed by laws and regulations (for example, insider trading laws and market requirements relating to close periods); and
* Pursuant to the Listing Rules of the Financial Services Authority whereby
certain employees of the company require the approval of the company to
deal in the company's securities.
The company is not aware of any agreements between shareholders that may result in restrictions on the transfer of securities or on voting rights.
B shares
The return of capital to shareholders undertaken in 2001 took the form of asubdivision and consolidation of the existing Company ordinary shares. On 23April 2001, each of the existing 507,901,885 ordinary shares of 25 pence thenin issue were sub-divided into one share of 8 23/44 pence (B Shares) and oneshare of 16 21/44 pence and immediately following such sub-division everyissued share of 16 21/44 pence was sub-divided into 29 shares of 25/44 pence.Every 44 shares of 25/44 pence each resulting from such sub-division were thenconsolidated into one ordinary share of 25 pence. The subdivision created aclass of B shares with a total value of approximately £1.25bn. UK shareholdershad the option to sell these shares back to the Company for 245 pence pershare, to receive a single dividend of 245 pence per share, or to retain the Bshares and receive a continuing dividend linked to LIBOR. During the year ended31 December 2008, as described above, 3,809,932 B shares were purchased by thecompany for consideration of £9.4m. Cumulatively to 1 July 2008, 375,417,690 Bshares had been purchased by United Business Media plc for consideration of £919.8m. At 31 December 2008, no B shares remain in issue (31 December 2007:3,809,932 B shares).B shareholders were entitled to a non-cumulative preference dividend. Onwinding up, the B shareholders were entitled to 245p per share and the relevantproportion of the dividends outstanding. B shareholders did not have any votingentitlements except in a resolution relating to a winding up of the company orif the B share dividend has been outstanding for more than six months.12. Share premium 2008 2007 £m £m In issue at 1 361.3 354.6 January Premium on shares 1.9 6.7 issued, net of costs Capital (362.2) - reorganisation (see note 11) In issue at 31 1.0 361.3 December
The Company received £2.0m (2007: £7.2m) on the issue of shares in respect of the exercise of options awarded under various share option plans.
13. Other reserves Foreign Capital currency Total Merger redemption translation ESOP Other other
Retained Minority reserve reserve reserve reserve reserve reserves earnings interests Total £m £m £m £m £m £m £m £m £m Balance at 1 101.1 48.1 (40.6) (27.8) 125.0 205.8 (110.3) 4.8 100.3 January 2007 Total recognised - - 0.3 - 4.1 4.4 129.5 5.8 139.7 income and expense for the year (as restated - see note 1) Shares repurchased - 3.7 - - - 3.7 (76.7) - (73.0)and cancelled by the company (including costs) Share-based payment - - - - - - 2.9 - 2.9 Equity dividend - - - - - - (246.7) - (246.7) Minority interest - - - - - - - (3.9) (3.9)dividend Consolidation of - - - - - - - (1.0) (1.0)entity previously equity accounted Shares awarded by - - - 4.0 - 4.0 - - 4.0 ESOP Own shares - - - (0.2) - (0.2) - - (0.2)purchased by the company Balance at 31 101.1 51.8 (40.3) (24.0) 129.1 217.7 (301.3) 5.7 (77.9)December 2007 (as restated - see note 1) Total recognised - - 107.1 - (11.7) 95.4 61.6 9.0 166.0 income and expense for the year Capital (833.3) (52.1) - - - (885.4) 1,305.7 - 420.3 reorganisation Capital - 0.3 - - - 0.3 (9.3) - (9.0)reorganisation - repurchase of B shares Share-based payment - - - - - - 3.4 - 3.4 Equity dividend - - - - - - (54.4) - (54.4) Minority interest - - - - - - - (7.1) (7.1)dividend Shares awarded by - - - 4.5 - 4.5 - - 4.5 ESOP Balance at 31 (732.2) - 66.8 (19.5) 117.4 (567.5) 1,005.7 7.6 445.8 December 2008 Merger reserveDuring the year a reorganisation of the corporate structure of the Group tookplace to create a new holding company which is UK-listed, incorporated inJersey and with its tax residence in the Republic of Ireland. This capitalreorganisation that took place involved a Scheme of Arrangement and subsequentcapital reduction and details relating to these transactions as well as anexplanation of the impact on the financial statements is included in Note 11.
Capital redemption reserve
Entries were made to the capital redemption reserve to ensure there is noreduction in capital when the former parent company repurchased its own sharesin accordance with the Companies Act 1985. Under the Companies (Amendment No.9) (Jersey) Law 2008 no entries will be required to the capital redemptionreserve in relation to any future transactions whereby the Company repurchasesits own shares.
Foreign currency translation reserve
The foreign currency translation reserve is used to record exchange differencesarising from the translation of the financial statements of foreignsubsidiaries. It is also used to record the effect of hedging net investmentsof foreign operations.Other reserve
This reserve includes the unrealised gains and losses reserve which records theportion of the gain or loss on a hedging instrument in a cash flow hedge thatis determined to be an effective hedge.
ESOP reserve
The ESOP reserve records ordinary shares held by the ESOP to satisfy future share awards. The shares are recorded at cost.
14. Acquisitions and disposals
The Group completed 14 acquisitions during 2008.
On 2 January 2008, the Group acquired certain assets from Mass Event Labs, Incfor an initial cash consideration of $1.2m, with a further performance-relatedconsideration of up to $3.8m payable over the next four years.On 22 January 2008, the Group acquired Think Service, Inc for an initial cashconsideration of $24.5m, with a further performance-related consideration of upto $5.0m payable over the next year.
On 8 February 2008, the Group acquired Exposure Events UK Limited, for an initial cash consideration of £0.6m, with a further performance-related consideration of up to £1.9m payable over the next two years.
On 25 February 2008, the Group acquired AeroStrategy's aviation data businessfor an initial cash consideration of $0.9m, with a further performance-relatedconsideration of up to $1.2m payable over the next three years.
On 29 February 2008, the Group acquired Vision Events for a total cash consideration of $11.4m.
On 30 May 2008, the Group acquired the Embedded Systems Show for a total cash consideration of £0.1m.
On 30 May 2008, the Group acquired Next Level for an initial cash consideration of $5.0m, with a further performance-related consideration of up to $6.5m payable over the next three years.
On 22 July 2008, the Group acquired the International Direct Marketing Fair for a total cash consideration of £0.3m.
On 25 July 2008, the Group acquired the Sleep Event and the Arc Show for an initial cash consideration of £3.6m and a further performance-related consideration payable of up to £0.4m payable over the next year.
On 22 August 2008, the Group acquired certain assets from Pyramid Research, LLC for a total cash consideration of $8.0m.
On 8 October 2008, the Group completed the acquisition of a 50% stake in Securex for total cash consideration of ZAR6.8m. The Group accounts for Securex as a joint venture.
On 14 November 2008, the Group acquired full control of Xinhua PR Newswire for a total cash consideration of $6m.
On 20 November 2008, the Group acquired Global Games Media for an initial cashconsideration of €0.1m, with a further performance-related consideration of €1.4m payable over the next three years.On 9 December 2008, the Group acquired Sanguine Microelectronics for an initialcash consideration of $8m, with a further performance-related consideration of$9.5m payable over the next three years.
The Group acquired 100% of the voting rights in all cases where acquisitions involved the purchase of companies unless where otherwise stated.
The acquisition accounting for Global Games Media and Sanguine Microelectronics has been determined on a preliminary basis as the valuation exercise at the date of the acquisition is ongoing.
The following table sets out the carrying amounts of the identifiable assetsand liabilities acquired and their fair value in respect of the acquisition
ofbusinesses during 2008: 2008 2008 Fair Acquiree's value carrying to Group amount £m £m Intangible assets 18.7 0.7 Property, plant and equipment 0.3 0.5 Cash and cash equivalents 2.9 2.9
Trade receivables and other current assets 5.4
5.3 Associates and joint ventures 0.4 - 27.7 9.4 Trade payables and other current (10.9) (9.5)liabilities Deferred tax liability (3.0) - (13.9) (9.5) Fair value of net assets 13.8
Goodwill arising on acquisition 44.1
57.9
The total consideration paid and payable on acquisitions is shown below:
2008 £m Consideration: Cash paid 38.4 Deferred consideration 19.5 Total consideration 57.9
14. Acquisitions and disposals (continued)
The Group completed 17 acquisitions during 2007.
On 4 January 2007, the Group acquired Quest Media Limited for cash consideration of £5.0m. The transaction adds six award events, three conferences and an associated magazine.
On 17 January 2007, the Group acquired an additional 2% of the voting rights of RISI, Inc. (`RISI') for cash consideration of $1.0m. This equity purchase brings UBM's total shareholding in RISI to 52%, giving UBM a controlling interest in the company.
On 1 March 2007, the Group's majority-owned subsidiary, RISI, acquired EU Consulting for cash consideration of €0.4m.
On 7 March 2007, the Group acquired a 25% equity holding in eXalt Solutions Inc(`eXalt'), a leading provider of on-demand web-based services for IT solutionsales, for cash consideration of $2.0m. The Group also has an option topurchase an additional 15% equity holding in eXalt. The Group accounts foreXalt Solutions Inc as an associate.On 17 April 2007, the Group acquired Vintage Filings, LLC, a leading US Edgarfiling business, for initial cash consideration of $38.0m. A furtherperformance-related consideration of up to $15.0m will be payable over the nextfour years.
On 26 April 2007, the Group acquired Physicians Practice, LLC for cash consideration of $17.5m, with a further performance-related consideration of $0.5m.
On 25 May 2007, the Group along with its joint venture partner, BolognaFiere,completed the acquisition of a 55% interest in the Guangzhou Beauty Fair. TheGroup's share of the purchase consideration was $3.0m and UBM has a 27.5%effective holding in the fair, which it accounts for as a joint venture.
On 2 July 2007, the Group acquired How Machines Work Corporation for an initial cash consideration of $1.2m and a further performance-related consideration payable of up to $0.6m.
On 26 July 2007, the Group completed the following acquisitions:
* Semiconductor Insights Inc for an initial cash consideration of $26.0m. A
further performance-related consideration of up to $8.0 million will be
payable over the next three years;
* Notilog, a leading Latin American news monitoring service, for an initial
cash consideration of $4.0m. A further performance-related consideration of
up to $5.0m will be payable over the next two years; * Australia Prescription Products Guide for a total cash consideration of A$1.0m.
On 13 September 2007, the Group acquired Ithaca Holdings, a UK events business, for a total cash consideration of £14.3m.
On 21 September 2007, the Group acquired the Decorex tradeshow for total cash consideration of £2.2m.
On 9 October 2007, the Group acquired the Energy Solutions Expo for total cash consideration of £1.0m.
On 9 November 2007, the Group acquired Portelligent, Inc. for an initial cashconsideration of $8.0m. A further performance-related consideration of up to$4.0m will be payable over the next three years.
On 21 December 2007, the Group completed the acquisition of the Intermodal South America trade show for a total cash consideration of £3.4m.
On 31 December 2007, the Group completed the acquisition of HispaniMark, LLCfor an initial cash consideration of $5.5m, with a further performance-relatedconsideration of up to $3.0m payable over the next three years.
The Group acquired 100% of the voting rights in all cases where acquisitions involved the purchase of companies unless where otherwise stated.
The following table sets out the carrying amounts of the identifiable assetsand liabilities acquired and their fair value in respect of the acquisition
ofVintage Filings, LLC: Vintage Filings 2007 2007 Fair Acquiree's value carrying to Group amount £m £m Intangible assets 5.2 - Property, plant and equipment 0.1 0.2 Trade receivables and other 1.3 1.7 current assets 6.6 1.9
Trade payables and other current (1.2)
(0.6)liabilities Fair value of net assets 5.4
Goodwill arising on acquisition 21.0
26.4 2007 £m Consideration: Cash paid 18.9 Deferred consideration 7.5 Total consideration 26.4 The following table sets out the carrying amounts of the identifiable assetsand liabilities acquired and their fair value in respect of the acquisition
ofother businesses during 2007: 2007 2007 Fair Acquiree's Value Carrying to Group amount £m £m Intangible assets 21.5 0.7 Property, plant and equipment 1.7 2.3 Cash and cash equivalents 2.2 2.2
Trade receivables and other current assets 10.6
6.4 Associates and joint ventures 2.7 - 38.7 11.6 Trade payables and other current liabilities (15.5) (6.6) Deferred tax liability (5.4) - Non-current liabilities (0.2) (0.2) (21.1) (6.8) Fair value of net assets 17.6
Goodwill arising on acquisition 58.1
75.7 2007 £m Consideration: Cash paid 61.8 Deferred consideration 13.9 Total consideration 75.7
The total consideration paid and payable on acquisition is shown below:
2007 £m Consideration: Cash paid 80.7 Deferred consideration 21.4 Total consideration 102.1
14. Acquisitions and disposals (continued)
As disclosed in note 1, the acquisition accounting adjustments have been finalised in relation to certain acquisitions which were made in 2007. The amounts disclosed above have been restated in accordance with IFRS 3 `Business Combinations'.
From the date of acquisition to 31 December 2008, the acquisitions made in 2008have contributed £5.1m to the operating profit and £22.5m to revenue of theGroup. If the acquisitions had taken place at the beginning of the year, theacquisitions would have contributed £6.9m to the operating profit of the Group,and £31.4m to revenue.The goodwill of £44.1m (2007: £79.1m) recognised above relates to certainintangible assets that cannot be individually separated and reliably measuredfrom the acquiree due to their nature. These items include customer loyalty anda skilled workforce.
The aggregate cash flow effect of acquisitions was as follows:
2008 2007 £m £m Net cash acquired with the subsidiaries (2.9)
(2.2)
Net cash in entity previously equity - (1.6)accounted Cash paid to acquire subsidiaries 38.0
78.0
Cash paid to acquire interests in 0.4 2.7 associates and joint ventures Deferred consideration on 2005 2.1
5.4 acquisitions
Deferred consideration on 2006 1.4
2.8 acquisitions
Deferred consideration on 2007 9.1
- acquisition Net cash outflow on acquisitions 48.1
85.1
The Group paid £12.6m of deferred consideration during 2008 in relation to the2005 acquisitions of ICMI and Black Hat, the 2006 acquisitions of the Softwareconference, Thames Gateway Forum, Aviation Industry Group and MediReachHealthcare Communications and the 2007 acquisitions of Semiconductor InsightsInc, Notilog, Energy Solutions Expo, Intermodal South America trade show andVintage Filings LLC. Under the terms of the relevant sale and purchaseagreements, additional consideration was payable if certain revenue and profittargets were met.The Group paid £8.2m of deferred consideration during 2007 in relation to the2005 acquisitions of ICMI, Tech Online, Light Reading Inc. and Black Hat, andthe 2006 acquisitions of US Newswire, Shorecliff Communications LLC and theSoftware conference. Under terms of the relevant sale and purchase agreements,additional consideration was payable if certain revenue and profit targets weremet.The intangible assets acquired as part of the acquisitions can be analysed asfollows: As restated 2008 2007 £m £m Brands 8.1 13.3
Customer contracts and relationships 6.7
9.9 Databases 2.2 1.9 Software 1.7 1.6 Total 18.7 26.7 15. Discontinued operations
The £6.0m additional profit on prior year disposals represents additionalconsideration receivable from GfK following the settlement of certainoutstanding items relating to the sale of NOP World in 2005, together with arelease of amounts held for certain potential warranty and other claims whichare now no longer required. Weighted average Earnings no. of per Earnings shares share £m million pence Basic 6.0 254.0 2.4p Diluted 6.0 259.5 2.3p
vendorRelated Shares:
UBM