16 May 2019 07:00
Euromoney
Institutional
Investor PLC
Half Year Report 2019
Euromoney Institutional Investor PLC
("Euromoney")
Half Year results
16 May 2019
Underlying revenue and profit growth
Euromoney, the global information business providing essential B2B information to global and specialist markets, announces results for the six months ended 31 March 2019.
| H1 2019 |
| H1 2018 |
| Change | Underlying2 Change |
Adjusted1 |
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• Revenue | £184.9 | m | £189.1 | m | (2%) | 1% |
• Operating profit margin | 25 | % | 25 | % | - | 1ppt |
• Profit before tax | £46.1 | m | £45.6 | m | 1% | 13% |
• Diluted earnings per share | 34.32 | p | 33.60 | p | 2% |
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Statutory |
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• Revenue | £184.9 | m | £189.1 | m | (2%) |
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• Operating profit | £49.6 | m | £122.7 | m | (60%) |
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• Profit before tax | £49.3 | m | £121.1 | m | (59%) |
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• Diluted earnings per share | 32.9 | p | 101.8 | p | (68%) |
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Net cash/(debt) | £29.3 | m | (£37.0) | m | £66.3 m |
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Half year dividend per share | 10.8 | p | 10.2 | p | 6% |
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Strategic and operational highlights
· Continued progress towards building a 3.0 business model:
o Acquisition of BoardEx (executive profiling business) and The Deal (M&A data business) for $87.3m (£66.8m)
o Sale of Mining Indaba completed in October 2018 for £30.1m
· Strong performance from Fastmarkets within Pricing, Data & Market Intelligence ("PDMI") segment; structural and cyclical trends within Asset Management are consistent with 2018
· Increasing market recognition of pricing products reflects evolution of the business model
· DMGT transaction completes phased transition to fully independent FTSE 250
Financial highlights
· Growth in underlying revenue and profit (Statutory and adjusted numbers impacted by disposals)
· Underlying revenue up 1%: challenges in event delegate marketing reduced underlying revenue by 1ppt
· Statutory profit before tax down 59% predominantly due to the gain on disposal of Dealogic in December 2017
· Underlying profit before tax up 13%:
o Profit flow through of PDMI subscriptions growth
o Savings in restructured Asset Management
o Lower net interest costs
· Underlying subscription revenue in PDMI up 8%
· Asset Management restructuring complete: 5% underlying profit growth, £7m annualised savings
· Strong underlying cash conversion of 98%
· Strong balance sheet with net cash of £29.3m
· We continue to expect to deliver profit in line with Board's expectations
Andrew Rashbass, CEO, said:
"The first six months of the year saw a continuation of recent trends and further strategic progress for the Group. The distribution of Euromoney shares previously owned by DMGT affirmed Euromoney's status as a fully independent FTSE 250 company, with a fully independent Board, higher free float, increased liquidity and better access to capital. We have also continued our strategic focus on embedding our businesses in the workflow of our customers. The acquisition of BoardEx and The Deal supports our transition towards a B2B 3.0 business model."
1 Adjusted measures include the results of continuing operations and exclude the impact of amortisation of acquired intangible assets, exceptional items and other adjusting items in accordance with the Group's policy. A detailed reconciliation of the Group's adjusted and underlying results are set out on pages 7 to 9 of this statement.
2 Underlying measures include the adjusted results of continuing operations and are stated at constant exchange rates, including pro forma prior year comparatives for acquisitions and new business launches and excluding disposals, business closures and significant event and publication timing differences.
There will be an analyst presentation today at 9am at UBS, 5 Broadgate, London EC2M 2QS.
Operating Review
The first half saw growth in underlying revenue and operating profit driven by the ongoing strong performance of Pricing, Data & Marketing Intelligence ("PDMI") subscriptions despite continuing challenges in Asset Management.
Strategy unchanged following Daily Mail and General Trust plc ("DMGT") share distribution
On 2 April 2019, DMGT distributed its shares in Euromoney, amounting to approximately 49% of the Company's issued share capital, to certain shareholders. This is a key event in Euromoney's history and completes our transition to a fully independent FTSE 250 company. All Non-Executive Directors are now independent. Following this transition, our strategy remains unchanged: to provide essential B2B information to global and specialist markets where price discovery, market intelligence and convening market participants are highly valued.
On 14 February 2019, we acquired BoardEx and The Deal for a total cash consideration of $87.3m. BoardEx is an executive profiling and relationship-mapping platform, providing users with accurate, up-to-date and in-depth profiles of over one million of the world's business leaders. The platform's proprietary software is embedded in the workflows of its customers. The Deal is a trusted source of data, news and intelligence on mergers and acquisitions, activist investing, private equity and restructuring. These businesses are now managed within our PDMI segment. Both products are highly complementary to Euromoney's existing portfolio, serving a number of shared customer groups, particularly investors, banks and professional services firms.
Growth in revenue and profit
Statutory and adjusted revenue decreased by 2% to £184.9m, predominantly due to the sale of Mining Indaba in October 2018 and the end of the five year contract to run SFIG, a major structured finance event. As a consequence of these changes, the adjusted operating profit decreased by 2% to £46.2m. The adjusted operating profit margin remained at 25%, in line with the first half of last year. Statutory operating profit and profit before tax were down 60% and 59% respectively, predominantly due to the one-off impact of the gain on disposal of Dealogic in December 2017.
Underlying revenue grew 1%, driven by PDMI, where underlying subscription revenue grew by 8%. This compares to 12% growth during the first half of 2018, which included one-off licence upgrades in Insurance Insider. In Fastmarkets, our price reporting agency, underlying subscription revenue grew 12%, in line with the previous year. We continue to see the impact of the structural and cyclical issues facing the Asset Management segment. However, the decline in underlying Asset Management subscription revenue was less than in the first half last year. Overall, underlying subscription revenue for the Group was unchanged from the same period last year.
Total underlying events revenue was up by 3%, in line with previous guidance. This includes a 4% reduction in underlying revenue for PDMI events due to challenges in delegate marketing.
Group underlying advertising revenue, which made up only 8% of total revenue, continued previous trends and was down by 5%, consistent with last year.
Strong underlying growth in profit before tax of 13% reflects another period of good subscription revenue growth in PDMI, cost savings in Asset Management, following the strategic review in 2018, and lower interest costs, mainly reflecting cash receipts from disposals made during 2018.
Segmental Review
Continuing operations: Adjusted results for the six months ended 31 March 2019
| Subscriptions | Advertising | Events | Other | Revenue | Operating Profit | Margin | |||||
| £'m | Growth1 | £'m | Growth1 | £'m | Growth1 | £'m | £'m | Growth1 | £'m | Growth1 |
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PDMI | 52.4 | 8% | 6.3 | (6%) | 30.6 | (4%) | 0.4 | 89.7 | 3% | 32.7 | 3% | 36% |
Asset Management | 59.5 | (5%) | 5.6 | 6% | 7.7 | 11% | 0.2 | 73.0 | (3%) | 30.1 | 5% | 41% |
Banking & Finance | 3.3 | (9%) | 2.4 | (22%) | 17.5 | 13% | 0.3 | 23.5 | 4% | 3.5 | (1%) | 15% |
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| 186.2 | 1% | 66.3 | 4% |
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FX losses on forward contracts |
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| (1.3) | (1.3) |
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Sub-total | 115.2 | 0% | 14.3 | (5%) | 55.8 | 3% | (0.4) | 184.9 | 1% | 65.0 | 4% |
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Sold/closed businesses |
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Balance sheet FX losses |
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Central costs |
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| (18.1) | 3% |
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Total | 115.2 | 0% | 14.3 | (5%) | 55.8 | 3% | (0.4) | 184.9 | 1% | 46.2 | 7% | 25% |
1 Values shown above are adjusted, and growth percentages underlying and compared to the first half last year. Underlying measures are explained on pages 7 to 9 of the appendix to this statement.
Pricing, Data & Market Intelligence ("PDMI")
The Group's PDMI businesses generated underlying revenue and underlying operating profit growth of 3% against a strong comparable in the prior period. Subscription revenue, which account for 58% of PDMI revenue, increased by an underlying 8%, with another excellent performance from Fastmarkets, which makes up 42% of segment revenue. Subscription revenue growth was below last year's levels reflecting some one-off licence upgrades in the prior period in Insurance Insider. Underlying events revenue, which accounts for 34% of PDMI revenue, fell by 4% due to delegate marketing challenges. Telecom's Capacity Europe conference performed particularly well. The net effect reduced underlying Group revenue growth by approximately 1ppt.
We have continued to upgrade customers to data licenses in Fastmarkets and have now successfully launched 13 reference prices across five exchanges. The acquisition of Random Lengths, a leading Price Reporting Agency for global wood products, made in August 2018, has been successfully integrated into the Fastmarkets Forest Products portfolio. In the second half of this year, we plan to roll-out our Fastmarkets Intelligence platform, offering best-in-class price reporting and analytics for our customers.
The integration of BoardEx and The Deal is progressing well.
On 10 May 2019, the European Commission notified RISI that its investigation into the kraft paper market had closed.
Asset Management
Underlying Asset Management revenue was down 3% compared to a 5% decline in the same period last year with advertising and events revenue growth offsetting continued decline in subscriptions. The outcome of the 2018 strategic review of Asset Management has now been implemented, with £7m of annualised savings contributing to improved margins, as well as facilitating further investment in sales and marketing resource. Structural and cyclical industry issues facing investment research continued to impact this segment.
Banking & Finance
Underlying revenue within our Banking & Finance segment, which was 13% of Group revenue, grew by 4%. This was primarily driven by growth of 13% in events due to a strong performance from IMN. During the first half, the segment consolidated its structure into three brands, Global Capital, Euromoney and IMN, supported by an operational pillar delivering logistics and production efficiencies. Underlying operating profit declined by 1% due to this investment.
Financial Review
Revenue
Underlying revenue grew 1% in the first half of 2019. Statutory and adjusted revenue decreased by 2% to £184.9m, predominantly due to the sale of Mining Indaba and the end of the five year contract to run the SFIG event.
Profit
The adjusted operating profit decreased by 2% to £46.2m, impacted by the sale of Mining Indaba and the end of the contract to run the SFIG event. However, despite these impacts, the adjusted operating profit margin was flat at 25% and in line with the first half of last year. On an underlying basis, the operating profit margin increased by 1 ppt to 25%. The restructuring that took place within our Investment Research Division in July 2018 and the returns from our continued investment in PDMI have contributed to a 7% growth in underlying operating profit.
Adjusted profit before tax increased by 1% to £46.1m due to the reduction in net finance costs. Adjusted diluted earnings per share increased by 2% to 34.3p, largely due to adjusted earnings growth. The underlying profit before tax increased by 13%, reflecting our operational gearing, cost control and reduction in interest costs.
The statutory profit before tax of £49.3m is higher than the adjusted profit before tax mainly due to an exceptional credit of £14.0m, partly offset by acquired intangible amortisation of £10.7m. Statutory operating profit decreased from £122.7m to £49.6m mainly due to the significant profit on disposal resulting from the sale of Dealogic in the prior year.
Exceptional items
The exceptional credit of £14.0m principally comprises £17.0m of profit on disposal of Mining Indaba. Full details are included in note 4.
Tax
The adjusted effective tax rate is 20% (2018: 20%) which is based on adjusted profit before tax and excludes deferred tax movements on intangible assets, tax on exceptional items, prior year items and other tax adjusting items as described below. The tax rate in each year depends mainly on the geographic mix of profits and applicable tax rates and we expect it to remain at 20% in 2019.
The Group's statutory effective tax rate increased to 28% compared to 12% in the first half of 2018. The increase is driven by a taxable gain arising from the disposal of Mining Indaba in the UK and non-deductible costs in relation to the acquisition of BoardEx and The Deal.
Significant reconciling items between the adjusted and statutory effective tax expense include a tax charge of £3.6m that arose from the disposal of Mining Indaba and the non-deductible transaction costs relating to the acquisition of BoardEx and The Deal. These items are excluded from adjusted tax as they are significant and not in the ordinary course of business. Full details are included in note 6.
The Group continues to have a number of uncertain tax positions, primarily the Canadian and UK exposures which have been highlighted in previous periods, for which the maximum exposures are explained in note 6.
Dividend
The Group has a progressive dividend policy targeting a dividend pay-out ratio of 40% of adjusted diluted earnings per share, with the half year dividend based on 33% of the previous year's total dividend, subject to the capital needs of the Group. The Directors are declaring a half year dividend payment in line with this policy of 10.8p per share (2018: 10.2p). The dividend will be paid on 20 June 2019 to shareholders on the register at the close of business on 24 May 2019.
Net cash and cash flow
Net cash at 31 March 2019 was £29.3m compared with net cash of £78.3m at 30 September 2018. This decrease in net cash largely reflects the impact of net M&A activity in the period, including the sale of Mining Indaba and the acquisition of BoardEx and The Deal. Strong underlying operating cash flows of £53.2m were offset by dividend payments of £24.0m and net tax payments of £24.8m, which included a one-off non-recoverable withholding tax payment of £14.6m, as previously announced.
The Group's underlying operating cash conversion for the 12 months to March 2019 was 98% (2018: 108%). The lower cash conversion rate largely resulted from timing differences associated with transitioning from a subscription to a data licensing model within Fastmarkets. The statutory cash conversion for the 6 months to March 2019 is 100%.
Currency
The Group generates approximately two-thirds of its revenues in US dollars, including approximately 40% of the revenues in its UK-based businesses. Approximately two-thirds of its operating profits are US dollar-denominated. The exposure to US dollar revenues in its UK businesses is partially hedged using forward contracts to sell US dollars, which delays the impact of movements in exchange rates for at least a year. However, the Group does not hedge the foreign exchange risk on the translation of overseas profits.
The average sterling-US dollar rate for the six months to 31 March 2019 was $1.29 (2018: $1.36). This improved headline revenue growth rates by approximately three percentage points and adjusted profit before tax by £2.2m. The average sterling-US dollar rate for the second half of 2018 was $1.34 which compares to a current rate of $1.29. Each one cent movement in the US dollar rate has an impact on translated profits, net of UK revenue hedging, of approximately £0.7m on an annualised basis. The Group also translates its non-sterling denominated balance sheet items resulting in a loss of £0.6m (2018: £1.0m).
Outlook
Euromoney continues to make steady progress towards a 3.0 business model guided by our clear strategy, underpinned by a strong balance sheet and cash flow. The UK's exit from the EU may lead to foreign exchange volatility and general business uncertainty. We continue to expect to deliver profit in line with the Board's expectations.
Board changes
As previously announced, David Pritchard stepped down from the Board on 28 February 2019. On 1 March 2019, Leslie Van de Walle was appointed as the independent, Non-Executive Chairman of the Company. Leslie is also Chairman of the Nominations Committee.
On 2 April 2019, following DMGT's share distribution, Tim Collier and Kevin Beatty stepped down from the Euromoney Board.
Definitions
Revenue includes the revenues of continuing operations.
Adjusted measures include the results of continuing operations and exclude the impact of amortisation of acquired intangible assets, exceptional items and other adjusting items in accordance with the Group's policy set out on pages 7 to 9 of Appendix to this Statement.
Underlying measures include the adjusted results of continuing operations and are stated at constant exchange rates, including pro forma prior year comparatives for acquisitions and new business launches and excluding disposals, business closures and significant event and publication timing differences.
The adjusted effective tax rate is based on the adjusted profit before tax and excluding deferred tax movements on intangible assets, prior year items, tax on exceptional items and other tax adjusting items including non-recoverable withholding tax and US Tax Reform.
END
For further information, please contact:
Euromoney Institutional Investor PLC
Wendy Pallot, Chief Financial Officer: +44 20 7779 8866; wendy.pallot@euromoneyplc.com
Sarah Cooke, Investor Relations: +44 20 7779 7363; sarah.cooke@euromoneyplc.com
FTI Consulting
Charles Palmer / Jamie Ricketts / Amy Hurnell / Jamille Smith: +44 20 3727 1000; euromoney@fticonsulting.com
NOTE TO EDITORS
Euromoney Institutional Investor PLC ("Euromoney") is a global, multi-brand information business which provides critical data, price reporting, insight, analysis and must-attend events to financial services, commodities, telecoms and legal markets. Euromoney is listed on the London Stock Exchange and is a member of the FTSE 250 share index. (www.euromoneyplc.com)
CAUTIONARY STATEMENT
This Half Year Report ("Statement") is prepared for and addressed only to the Company's shareholders as a whole and to no other person. The Company, its Directors, employees, agents and advisers accept and assume no liability to any person in respect of this Statement save as would arise under English law. Statements contained in this Statement are based on the knowledge and information available to the Group's Directors at the date it was prepared and therefore facts stated and views expressed may change after that date.
This document and any materials distributed in connection with it may include forward-looking statements, beliefs, opinions or statements concerning risks and uncertainties, including statements with respect to the Group's business, financial condition and results of operations. Those statements and statements which contain the words "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, reflect the Company's Directors' beliefs and expectations and involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future and which may cause results and developments to differ materially from those expressed or implied by those statements and forecasts. No representation is made that any of those statements or forecasts will come to pass or that any forecast results will be achieved. You are cautioned not to place any reliance on such statements or forecasts. Those forward-looking and other statements speak only as at the date of this Statement. The Group undertakes no obligation to release any update of, or revisions to, any forward-looking statements, opinions (which are subject to change without notice) or any other information or statement contained in this Statement. Furthermore, past performance of the Group cannot be relied on as a guide to future performance.
No statement in this document is intended as a profit forecast or a profit estimate and no statement in this document should be interpreted to mean that earnings per Euromoney Institutional Investor PLC share for the current or future financial years would necessarily match or exceed the historical published earnings per Euromoney Institutional Investor PLC share.
Nothing in this document is intended to constitute an invitation or inducement to engage in investment activity. This document does not constitute or form part of any offer for sale or subscription of, or any solicitation of any offer to purchase or subscribe for, any securities nor shall it or any part of it nor the fact of its distribution form the basis of, or be relied on in connection with, any contract, commitment or investment decision in relation thereto. This document does not constitute a recommendation regarding any securities.
LEI Number: 213800PZU2RGHMHE2S67
Appendix to Half Year Statement
Reconciliation of Consolidated Income Statement to adjusted results for the six months ended 31 March 2019
The Directors believe that the adjusted measures provide additional useful information for shareholders to evaluate and compare the performance of the business from period to period. These measures are used by management for budgeting, planning and monthly reporting purposes and are the basis on which executive management is incentivised. The non-IFRS measures also enable the Group to track more easily and consistently the underlying operational performance by separating out the following types of exceptional income, charges and non-cash items.
Adjusted results reflect continuing operations. The discontinued operations in 2018 relating to the disposal of the Global Markets Intelligence Division (GMID) have been excluded in the adjusted results to reflect the basis on which the chief operating decision maker (CODM) reviews the business. The comparatives have been updated to reflect this change in management's adjusted measure in order to provide a more like-for-like view of continuing operations.
Adjusted figures are presented before the impact of amortisation of acquired intangible assets (comprising trademarks and brands, databases and customer relationships); exceptional items; share of associates' and joint ventures' acquired intangibles amortisation and exceptional items; net movements in deferred consideration and acquisition commitments; fair value remeasurements; related tax items and other adjusting items described below.
The amortisation of acquired intangible assets is adjusted as the premium paid relative to the net assets on the balance sheet of the acquired business is classified as either goodwill or as an intangible asset arising on a business combination and is recognised on the Group's balance sheet. This differs to organically developed businesses where assets such as employee talent and customer relationships are not recognised on the balance sheet. Impairment and amortisation of intangible assets and goodwill arising on acquisitions are excluded from adjusted results as they are balance sheet items that relate to historical M&A activity rather than the trading performance of the business.
Exceptional items are items of income or expense considered by the Directors as being significant, non-recurring and not attributable to underlying trading. It is Group policy to treat, as exceptional, significant earn-out payments required by IFRS to be recognised as a compensation cost. IFRS requires that earn-out payments to selling shareholders retained in the acquired business for a contractual time period are treated as a compensation cost. Given that these payments are part of the cost of an investment and will not recur once the earn-out payments have been made, they have been excluded from adjusted profit. The accounting policy for exceptional items can be found in note 1 to the Group's 2018 Annual Report.
Adjusted finance costs exclude interest arising on the uncertain tax provisions, as this provision is not in the ordinary course of business and relates to a tax adjusting item. In addition for the year ended 2018, adjusted finance costs exclude a net gain realised on the close-out of interest rate swaps of £1.2m following the repayment of the Group's term-loan. The net gain had been excluded from adjusted finance costs as it would not have crystallised had the disposal of GMID not completed.
For the 2018 reporting periods, adjusted share of results in associates and joint ventures excludes the share of exceptional items that relates to restructuring and earn-out costs in Dealogic, which was sold in December 2017.
The Group presents an adjusted effective tax rate to assist users to better understand its tax payable position. Many of the Group's acquisitions, particularly in the US, give rise to significant tax deductions on the amortisation of goodwill and intangible assets. The Group excludes the deferred tax impact of this amortisation as any deferred tax on these items would only crystallise in the event of a disposal, and that is not the current intention. Tax on exceptional items relates primarily to the gain that arose on the disposal of Mining Indaba which is fully taxable and non-deductible costs relating to the acquisition of BoardEx and The Deal. Prior year items primarily reflect true-up of deferred tax items. These items are excluded from the adjusted tax expense as they do not relate to current year underlying trading.
Further analysis of the adjusting items is presented in notes 2, 4, 5, 6, 10 and 11 to the Consolidated Condensed Half Year Financial Statements.
The Group has applied these principles in calculating adjusted measures and it is the Group's intention to continue to apply these principles in the future.
The reconciliation below sets out the adjusted results of the Group and the related adjustments to the Condensed Consolidated Income Statement that the Directors consider necessary to provide useful and comparable information about the Group's adjusted trading performance.
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| Unaudited six months ended | Unaudited six months ended | ||||||
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| 31 March 2019 | 31 March 2018 | ||||||
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| Statutory | Adjustments | Adjusted | Statutory | Adjustments | Adjusted |
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| Notes | £000 | £000 | £000 | £000 | £000 | £000 |
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Revenue | 2 | 184,934 | - | 184,934 | 189,136 | - | 189,136 |
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Adjusted operating profit | 2 | 46,219 | - | 46,219 | 47,124 | - | 47,124 |
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Acquired intangible amortisation | 11 | (10,654) | 10,654 | - | (11,204) | 11,204 | - |
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Exceptional items | 4 | 13,999 | (13,999) | - | 86,781 | (86,781) | - |
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Operating profit |
| 49,564 | (3,345) | 46,219 | 122,701 | (75,577) | 47,124 |
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Operating profit margin |
| 27% | - | 25% | 65% | - | 25% |
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Share of results in associates and joint ventures | 10 | (65) | (28) | (93) | (27) | 874 | 847 |
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Finance income | 5 | 880 | (76) | 804 | 2,008 | (1,821) | 187 |
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Finance expense | 5 | (1,044) | 170 | (874) | (3,624) | 1,110 | (2,514) |
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Net finance costs | 5 | (164) | 94 | (70) | (1,616) | (711) | (2,327) |
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Profit before tax |
| 49,335 | (3,279) | 46,056 | 121,058 | (75,414) | 45,644 |
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Tax expense on profit | 6 | (13,959) | 4,821 | (9,138) | (14,464) | 5,300 | (9,164) |
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Profit for the period |
| 35,376 | 1,542 | 36,918 | 106,594 | (70,114) | 36,480 |
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Profit for the period from discontinued operations |
| - | - | - | 3,282 | (3,282) | - |
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Profit for the period |
| 35,376 | 1,542 | 36,918 | 109,876 | (73,396) | 36,480 |
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Attributable to: |
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Equity holders of the parent |
| 35,376 | 1,542 | 36,918 | 109,547 | (73,396) | 36,151 |
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Equity non-controlling interests |
| - | - | - | 329 | - | 329 |
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| 35,376 | 1,542 | 36,918 | 109,876 | (73,396) | 36,480 |
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Diluted earnings per share | 8 | 32.89p |
| 34.32p | 101.83p |
| 33.60p |
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| Audited year ended 30 Sept 2018 | |||||
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| Statutory | Adjustments | Adjusted |
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| Notes | £000 | £000 | £000 |
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Revenue |
| 390,279 | - | 390,279 |
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Adjusted operating profit |
| 103,198 | - | 103,198 |
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Acquired intangible amortisation | 11 | (22,739) | 22,739 | - |
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Exceptional items | 4 | 81,396 | (81,396) | - |
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Operating profit |
| 161,855 | (58,657) | 103,198 |
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Operating profit margin |
| 41% | - | 26% |
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Share of results in associates and joint ventures | 10 | 157 | 953 | 1,110 |
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Finance income | 5 | 5,248 | (4,468) | 780 |
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Finance expense | 5 | (6,034) | 2,583 | (3,451) |
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Net finance costs | 5 | (786) | (1,885) | (2,671) |
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Profit before tax |
| 161,226 | (59,589) | 101,637 |
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Tax expense on profit | 6 | (51,360) | 29,550 | (21,810) |
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Profit for the year |
| 109,866 | (30,039) | 79,827 |
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Profit for the year from discontinued operations |
| 91,342 | (91,342) | - |
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Profit for the year |
| 201,208 | (121,381) | 79,827 |
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Attributable to: |
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Equity holders of the parent |
| 201,069 | (121,381) | 79,688 |
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Equity non-controlling interests |
| 139 | - | 139 |
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| 201,208 | (121,381) | 79,827 |
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Diluted earnings per share | 8 | 186.96p |
| 74.10p |
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Underlying measures
When assessing the performance of our businesses, the Board considers the adjusted results. The year-on-year change in adjusted results may not, however, be a fair like-for-like comparison as there are a number of factors which can influence growth rates but which do not reflect underlying performance.
Underlying results include the adjusted results of continuing operations and are stated:
· at constant exchange rates, with the prior year comparatives being restated using current year exchange rates;
· including pro forma prior year comparatives for acquisitions and new business launches and excluding all results for disposals or business closures;
· excluding events and publications which took place in the comparative period but did not take place in the current period and
events and publications which took place in the current period but did not take place in the comparative period are added into the comparative period at the same amount. For example, this means we adjust for:
· biennial events;
· events which run in one of the current or comparative periods due to changes in the event date; and
· cancelled events that did not take place in the current year.
The Group's adjusted and underlying measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with IFRS. The adjusted and underlying measures used by the Group are not necessarily comparable with those used by other companies.
The following table sets out the reconciliation from statutory to underlying for revenues and profit before tax:
| Unaudited six months ended 31 March | Unaudited six months ended 31 March |
|
|
| 2019 | 2018 |
| |
| Total | Total | Change % | |
| £000 | £000 |
| |
|
|
|
| |
Statutory revenue | 184,934 | 189,136 | (2%) | |
M&A | - | (4,639) |
| |
Timing differences | - | (5,955) |
| |
Foreign exchange | - | 5,201 |
| |
Underlying revenue | 184,934 | 183,743 | 1% | |
|
|
|
| |
Statutory operating profit | 49,564 | 122,701 |
| |
Adjustments | (3,345) | (75,577) |
| |
Adjusted operating profit | 46,219 | 47,124 |
| |
M&A | - | (4,031) |
| |
Timing differences | - | (1,884) |
| |
Foreign exchange | - | 2,101 |
| |
Underlying operating profit | 46,219 | 43,310 | 7% | |
|
|
|
| |
Statutory profit before tax | 49,335 | 121,058 |
| |
Adjustments | (3,279) | (75,414) |
| |
Adjusted profit before tax | 46,056 | 45,644 |
| |
M&A | - | (5,040) |
| |
Timing differences | - | (1,884) |
| |
Foreign exchange | - | 2,147 |
| |
Underlying profit before tax | 46,056 | 40,867 | 13% | |
Cash conversion
Cash conversion measures the percentage by which cash generated from operations covers adjusted operating profit.
| Unaudited six months ended 31 March | Unaudited six months ended 31 March | Audited year ended 30 Sept |
| 2019 | 2018 | 2018 |
| £000 | £000 | £000 |
|
|
|
|
Adjusted operating profit | 46,219 | 47,124 | 103,198 |
Discontinued operations | - | 6,365 | 7,510 |
Adjusted operating profit including discontinued operations | 46,219 | 53,489 | 110,708 |
|
|
|
|
Cash generated from operations | 49,744 | 67,764 | 108,560 |
Exceptional items | 3,736 | (2,090) | 5,580 |
Other working capital movements | (222) | (325) | (868) |
Underlying cash generated from operations | 53,258 | 65,349 | 113,272 |
|
|
|
|
Adjusted cash conversion % | 108% | 127% | 98% |
Underlying 12-month rolling cash conversion % | 98% | 108% | 102% |
The underlying basis is after adjusting for significant timing differences affecting the movement on working capital and exceptional items. For the period ended 31 March 2019, exceptional items largely consist of cash payments for acquisition and disposal costs and deferred compensation costs in relation to acquisitions. For the period ended 31 March 2018 and year ended 30 September 2018, exceptional items largely consist of restructuring payments and cash payments for the legal and professional fees in relation to acquisitions and disposals, net of the favourable settlement of a legal dispute. The other working capital movements in 2019 and 2018 are largely the result of the landlord's contribution to the fit-out of the New York office which will be amortised over the period of the lease and the rent-free period of the London and New York offices. At the half year, an underlying 12-month cash conversion percentage is used to eliminate any seasonality.
The statutory cash conversion rate for the six-month period ended 31 March 2019 is 100%. The 2018 statutory cash conversion rate has not been provided as it would not give a fair indication of the Group's cash conversion performance as cash generated from operations in the Consolidated Statement of Cash Flows included discontinued operations.
Net cash
| Unaudited six months ended 31 March | Unaudited six months ended 31 March | Audited year ended 30 Sept |
| 2019 | 2018 | 2018 |
| £000 | £000 | £000 |
|
|
|
|
Net cash/(debt) at beginning of period | 78,273 | (154,621) | (154,621) |
Net (decrease)/increase in cash and cash equivalents | (48,547) | 61,687 | 57,875 |
Decrease in borrowings | - | 55,025 | 167,740 |
Other non-cash changes | - | - | (955) |
Effect of foreign exchange rate movements | (414) | 944 | 8,234 |
Net cash/(debt) at end of period | 29,312 | (36,965) | 78,273 |
|
|
|
|
Net cash/(debt) comprises: |
|
|
|
Cash at bank and in hand | 29,312 | 63,786 | 78,273 |
Classified as held for sale | - | 9,796 | - |
Total cash and cash equivalents | 29,312 | 73,582 | 78,273 |
Borrowings | - | (110,547) | - |
Net cash/(debt) | 29,312 | (36,965) | 78,273 |
Average exchange rate adjustment | (145) | (452) | (2,216) |
Adjusted net cash/(debt) | 29,167 | (37,417) | 76,057 |
|
|
|
|
| 12-month | 12-month | 12-month |
| rolling | rolling | rolling |
| 31 March | 31 March | 30 Sept |
| 2019 | 2018 | 2018 |
| £000 | £000 | £000 |
|
|
|
|
Adjusted operating profit | 102,293 | 99,745 | 103,198 |
Share of results in associates and joint ventures | 170 | 2,972 | 1,110 |
Add back: |
|
|
|
Discontinued operations | 1,145 | 11,899 | 7,510 |
Intangible amortisation of licences and software | 2,800 | 3,486 | 2,908 |
Depreciation of property, plant and equipment | 3,218 | 3,237 | 3,356 |
Share of associate's interest, depreciation and amortisation | - | 3,055 | 721 |
M&A annualised adjustment | 5,427 | (4,135) | (8,774) |
Adjusted EBITDA | 115,053 | 120,259 | 110,029 |
Adjusted net (cash)/debt to EBITDA ratio | (0.25) | 0.31 | (0.69) |
The Group's borrowing facilities contain certain covenants, including adjusted net debt to EBITDA. The amounts and foreign exchange rates used in the covenant calculations are subject to adjustments as defined under the terms of the arrangement. The facility's covenant requires the Group's net debt to be no more than three times adjusted EBITDA and requires minimum levels of interest cover of three times on a rolling 12-month basis.
The bank covenant ratio uses an average exchange rate in the calculation of net debt and includes discontinued operations and an annualised adjustment attributable to acquisitions and disposals in the calculation of adjusted EBITDA. When businesses are acquired after the beginning of the financial year, the calculation of adjusted EBITDA includes EBITDA attributable to the business as if the acquisition had been completed on the first day of the financial year. The calculation excludes the EBITDA of any businesses disposed of during the year.
Condensed Consolidated Income Statement
for the six months ended 31 March 2019
|
|
|
|
|
|
| Unaudited six months ended 31 March | Unaudited six months ended 31 March | Audited year ended 30 Sept |
|
| 2019 | 2018 | 2018 |
| Notes | £000 | £000 | £000 |
CONTINUING OPERATIONS |
|
|
|
|
Revenue | 2 | 184,934 | 189,136 | 390,279 |
|
|
|
|
|
|
|
|
|
|
Operating profit before acquired intangible amortisation and exceptional items | 2 | 46,219 | 47,124 | 103,198 |
Acquired intangible amortisation | 11 | (10,654) | (11,204) | (22,739) |
Exceptional items | 4 | 13,999 | 86,781 | 81,396 |
|
|
|
|
|
|
|
|
|
|
Operating profit | 2 | 49,564 | 122,701 | 161,855 |
Share of results in associates and joint ventures | 10 | (65) | (27) | 157 |
|
|
|
|
|
|
|
|
|
|
Finance income | 5 | 880 | 2,008 | 5,248 |
Finance expense | 5 | (1,044) | (3,624) | (6,034) |
Net finance costs | 5 | (164) | (1,616) | (786) |
|
|
|
|
|
|
|
|
|
|
Profit before tax | 2 | 49,335 | 121,058 | 161,226 |
Tax expense on profit | 6 | (13,959) | (14,464) | (51,360) |
Profit for the period from continuing operations | 2 | 35,376 | 106,594 | 109,866 |
|
|
|
|
|
|
|
|
|
|
DISCONTINUED OPERATIONS |
|
|
|
|
Profit for the period from discontinued operations |
| - | 3,282 | 91,342 |
|
|
|
|
|
|
|
|
|
|
PROFIT FOR THE PERIOD |
| 35,376 | 109,876 | 201,208 |
|
|
|
|
|
|
|
|
|
|
Attributable to: |
|
|
|
|
Equity holders of the parent |
| 35,376 | 109,547 | 201,069 |
Equity non-controlling interests |
| - | 329 | 139 |
|
| 35,376 | 109,876 | 201,208 |
|
|
|
|
|
Earnings per share |
|
|
|
|
From continuing operations |
|
|
|
|
Basic | 8 | 32.90p | 98.97p | 102.15p |
Diluted | 8 | 32.89p | 98.78p | 102.03p |
From continuing and discontinued operations |
|
|
|
|
Basic | 8 | 32.90p | 102.03p | 187.19p |
Diluted | 8 | 32.89p | 101.83p | 186.96p |
|
|
|
|
|
Dividend per share (including proposed dividends) | 7 | 10.80p | 10.20p | 32.50p |
A detailed reconciliation of the Group's statutory results to the adjusted and underlying results is set out in the appendix to the Half Year Statement on pages 6 to 8.
Condensed Consolidated Statement of Comprehensive Income
for the six months ended 31 March 2019
| Unaudited six months ended 31 March | Unaudited six months ended 31 March | Audited year ended 30 Sept |
| 2019 | 2018 | 2018 |
| £000 | £000 | £000 |
|
|
|
|
Profit for the period | 35,376 | 109,876 | 201,208 |
|
|
|
|
Items that may be reclassified subsequently to profit or loss: |
|
|
|
Change in fair value of cash flow hedges | 109 | 3,800 | (711) |
Transfer of losses/(gains) on cash flow hedges from fair value reserves to Income Statement: |
|
|
|
Foreign exchange losses/(gains) in revenue | 1,098 | (201) | (1,037) |
Foreign exchange losses/(gains) in operating profit | 101 | (230) | (409) |
Gains on interest rate swaps to hedge interest on committed borrowings | - | - | (2,121) |
Net exchange differences on translation of net investments in overseas subsidiary undertakings | (1,402) | (23,947) | 24,311 |
Net exchange differences on foreign currency loans | 172 | 8,249 | (5,642) |
Translation reserves recycled to Income Statement | - | 1,701 | 8,250 |
Tax on items that may be reclassified | (201) | (458) | 630 |
|
|
|
|
Items that will not be reclassified to profit or loss: |
|
|
|
Actuarial (losses)/gains on defined benefit pension schemes | (3,734) | (544) | 6,495 |
Tax credit/(charge) on actuarial losses/gains on defined benefit pension schemes | 635 | 92 | (1,104) |
|
|
|
|
Other comprehensive (expense)/income for the period | (3,222) | (11,538) | 28,662 |
|
|
|
|
Total comprehensive income for the period | 32,154 | 98,338 | 229,870 |
|
|
|
|
Continuing operations | 32,154 | 96,100 | 136,649 |
Discontinued operations | - | 2,238 | 93,221 |
Total comprehensive income for the period | 32,154 | 98,338 | 229,870 |
|
|
|
|
Attributable to: |
|
|
|
Equity holders of the parent | 32,154 | 97,982 | 229,895 |
Equity non-controlling interests | - | 356 | (25) |
| 32,154 | 98,338 | 229,870 |
Condensed Consolidated Statement of Financial Position
as at 31 March 2019
|
| Unaudited as at 31 March | Unaudited as at 31 March | Audited as at 30 Sept |
|
| 2019 | 2018 | 2018 |
| Notes | £000 | £000 | £000 |
Non-current assets |
|
|
|
|
Intangible assets |
|
|
|
|
Goodwill | 11 | 446,383 | 388,225 | 414,722 |
Other intangible assets | 11 | 205,308 | 180,803 | 173,503 |
Property, plant and equipment |
| 16,121 | 16,423 | 16,112 |
Investment in associates and joint ventures | 10 | 552 | 543 | 715 |
Other equity investments | 10 | 3,161 | 3,546 | 3,546 |
Convertible loan note |
| 2,836 | 2,396 | 2,677 |
Deferred consideration |
| 299 | 533 | 470 |
Deferred tax assets |
| 999 | 1,411 | 1,299 |
Retirement benefit asset |
| 1,667 | - | 1,937 |
Other non-current assets |
| 465 | 798 | 583 |
Derivative financial instruments |
| 211 | 2,128 | 55 |
|
| 678,002 | 596,806 | 615,619 |
Current assets |
|
|
|
|
Trade and other receivables |
| 74,552 | 61,814 | 68,285 |
Contract assets | 1 | 2,031 | - | - |
Deferred consideration |
| 8,719 | 1,086 | 650 |
Current income tax assets |
| 4,438 | 5,101 | 4,605 |
Cash and cash equivalents (excluding bank overdrafts) |
| 29,312 | 63,786 | 78,273 |
Derivative financial instruments |
| 711 | 3,615 | 131 |
Total assets of businesses held for sale |
| - | 46,353 | 13,719 |
|
| 119,763 | 181,755 | 165,663 |
Current liabilities |
|
|
|
|
Acquisition commitments |
| (107) | (715) | (97) |
Deferred consideration |
| (130) | (1,449) | (209) |
Trade and other payables |
| (31,764) | (28,222) | (27,284) |
Current income tax liabilities |
| (20,705) | (13,689) | (31,816) |
Accruals |
| (51,802) | (55,385) | (64,143) |
Deferred income and contract liabilities | 12 | (143,166) | (129,741) | (117,088) |
Derivative financial instruments |
| (1,926) | (277) | (2,424) |
Provisions |
| (172) | (791) | (248) |
Total liabilities of businesses held for sale |
| - | (23,013) | (1,994) |
|
| (249,772) | (253,282) | (245,303) |
Net current liabilities |
| (130,009) | (71,527) | (79,640) |
Total assets less current liabilities |
| 547,993 | 525,279 | 535,979 |
|
|
|
|
|
Non-current liabilities |
|
|
|
|
Acquisition commitments |
| - | (1,412) | (175) |
Deferred consideration |
| (98) | (261) | (125) |
Borrowings | 14 | - | (110,547) | - |
Other non-current liabilities |
| (1,477) | (486) | (1,348) |
Deferred income and contract liabilities | 12 | (3,300) | (3,041) | (3,316) |
Deferred tax liabilities |
| (28,877) | (23,727) | (28,490) |
Retirement benefit obligation |
| (6,789) | (10,176) | (4,870) |
Derivative financial instruments |
| (101) | (59) | (166) |
Provisions |
| (3,750) | (3,538) | (3,872) |
|
| (44,392) | (153,247) | (42,362) |
Net assets |
| 503,601 | 372,032 | 493,617 |
Shareholders' equity |
|
|
|
|
Called up share capital | 15 | 273 | 273 | 273 |
Share premium account |
| 104,272 | 103,687 | 103,790 |
Other reserve |
| 64,981 | 64,981 | 64,981 |
Capital redemption reserve |
| 56 | 56 | 56 |
Own shares |
| (19,682) | (20,461) | (20,462) |
Reserve for share-based payments |
| 40,185 | 38,664 | 39,687 |
Fair value reserve |
| (26,505) | (19,702) | (27,616) |
Translation reserve |
| 117,845 | 77,702 | 119,075 |
Retained earnings |
| 222,176 | 125,157 | 213,833 |
Equity shareholders' surplus |
| 503,601 | 370,357 | 493,617 |
Equity attributable to non-controlling interests |
| - | 1,675 | - |
Total equity |
| 503,601 | 372,032 | 493,617 |
Condensed Consolidated Statement of Changes in Equity
for the six months ended 31 March 2019
|
|
|
|
|
| Reserve |
|
|
|
|
|
|
|
|
|
|
|
| for |
|
|
|
|
|
|
|
|
|
| Capital |
| share- |
|
|
|
| Non- |
|
|
| Share |
| redemp- |
| based | Fair | Trans- |
|
| control- |
|
| Share | premium | Other | tion | Own | pay- | value | lation | Retained |
| ling |
|
| capital | account | reserve | reserve | shares | ments | reserve | reserve | earnings | Total | interests | Total |
| £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 October 2017 | 273 | 103,147 | 64,981 | 56 | (21,005) | 38,395 | (23,071) | 89,269 | 35,594 | 287,639 | 9,158 | 296,797 |
Profit for the year | - | - | - | - | - | - | - | - | 201,069 | 201,069 | 139 | 201,208 |
Other comprehensive (expense)/income for the year | - | - | - | - | - | - | (4,545) | 27,349 | 6,022 | 28,826 | (164) | 28,662 |
Total comprehensive (expense)/income for the year | - | - | - | - | - | - | (4,545) | 27,349 | 207,091 | 229,895 | (25) | 229,870 |
De-recognition of non-controlling interest and related liabilities on disposal | - | - | - | - | - | - | - | - | 317 | 317 | (170) | 147 |
Adjustment arising from change in non-controlling interest | - | - | - | - | - | - | - | 2,457 | 6,082 | 8,539 | (8,539) | - |
Credit for share-based payments | - | - | - | - | - | 1,741 | - | - | - | 1,741 | - | 1,741 |
Cash dividend paid | - | - | - | - | - | - | - | - | (34,361) | (34,361) | (424) | (34,785) |
Exercise of share options | - | 643 | - | - | 543 | (449) | - | - | (94) | 643 | - | 643 |
Tax relating to items taken directly to equity | - | - | - | - | - | - | - | - | (796) | (796) | - | (796) |
At 30 September 2018 | 273 | 103,790 | 64,981 | 56 | (20,462) | 39,687 | (27,616) | 119,075 | 213,833 | 493,617 | - | 493,617 |
Impact of adopting IFRS 9 | - | - | - | - | - | - | (385) | - | 828 | 443 | - | 443 |
At 1 October 2018 (restated) | 273 | 103,790 | 64,981 | 56 | (20,462) | 39,687 | (28,001) | 119,075 | 214,661 | 494,060 | - | 494,060 |
Profit for the period | - | - | - | - | - | - | - | - | 35,376 | 35,376 | - | 35,376 |
Other comprehensive income/(expense) for the period | - | - | - | - | - | - | 1,496 | (1,230) | (3,488) | (3,222) | - | (3,222) |
Total comprehensive income/(expense) for the period | - | - | - | - | - | - | 1,496 | (1,230) | 31,888 | 32,154 | - | 32,154 |
Credit for share-based payments | - | - | - | - | - | 948 | - | - | - | 948 | - | 948 |
Cash dividend paid | - | - | - | - | - | - | - | - | (23,965) | (23,965) | - | (23,965) |
Exercise of share options | - | 482 | - | - | 780 | (450) | - | - | (330) | 482 | - | 482 |
Tax relating to items taken directly to equity | - | - | - | - | - | - | - | - | (78) | (78) | - | (78) |
At 31 March 2019 | 273 | 104,272 | 64,981 | 56 | (19,682) | 40,185 | (26,505) | 117,845 | 222,176 | 503,601 | - | 503,601 |
Condensed Consolidated Statement of Changes in Equity
for the six months ended 31 March 2018
|
|
|
|
|
| Reserve |
|
|
|
|
|
|
| |||||||
|
|
|
|
|
| for |
|
|
|
|
|
|
| |||||||
|
|
|
| Capital |
| share- |
|
|
|
| Non- |
| ||||||||
|
| Share |
| redemp- |
| based | Fair | Trans- |
|
| control- |
| ||||||||
| Share | premium | Other | tion | Own | pay- | value | lation | Retained |
| ling |
| ||||||||
| capital | account | reserve | reserve | shares | ments | reserve | reserve | earnings | Total | interests | Total | ||||||||
| £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||
At 1 October 2017 | 273 | 103,147 | 64,981 | 56 | (21,005) | 38,395 | (23,071) | 89,269 | 35,594 | 287,639 | 9,158 | 296,797 | ||||||||
Profit for the period | - | - | - | - | - | - | - | - | 109,547 | 109,547 | 329 | 109,876 | ||||||||
Other comprehensive income/(expense) for the period | - | - | - | - | - | - | 3,369 | (14,024) | (910) | (11,565) | 27 | (11,538) | ||||||||
Total comprehensive income/(expense) for the period | - | - | - | - | - | - | 3,369 | (14,024) | 108,637 | 97,982 | 356 | 98,338 | ||||||||
De-recognition of non-controlling interest and related liabilities on disposal | - | - | - | - | - | - | - | - | 317 | 317 | (170) | 147 | ||||||||
Adjustment arising from change in non-controlling interest | - | - | - | - | - | - | - | 2,457 | 4,788 | 7,245 | (7,245) | - | ||||||||
Credit for share-based payments | - | - | - | - | - | 719 | - | - | - | 719 | - | 719 | ||||||||
Cash dividend paid | - | - | - | - | - | - | - | - | (23,401) | (23,401) | (424) | (23,825) | ||||||||
Exercise of share options | - | 540 | - | - | 544 | (450) | - | - | (94) | 540 | - | 540 | ||||||||
Tax relating to items taken directly to equity | - | - | - | - | - | - | - | - | (684) | (684) | - | (684) | ||||||||
At 31 March 2018 | 273 | 103,687 | 64,981 | 56 | (20,461) | 38,664 | (19,702) | 77,702 | 125,157 | 370,357 | 1,675 | 372,032 | ||||||||
The other reserve represents the share premium arising on the shares issued for the purchase of Metal Bulletin plc in October 2006.
The investment in own shares is held by the Euromoney Employees' Share Ownership Trust (ESOT) and Euromoney Employee Share Trust (EEST). The trusts waived the rights to receive dividends. Interest and administrative costs are charged to the profit and loss account of the trusts as incurred.
| Unaudited six months ended 31 March | Unaudited six months ended 31 March | Audited year ended 30 Sept |
| 2019 | 2018 | 2018 |
Number of shares held: |
|
|
|
Euromoney Employees' Share Ownership Trust | 58,976 | 58,976 | 58,976 |
Euromoney Employee Share Trust | 1,593,198 | 1,656,575 | 1,656,575 |
Total | 1,652,174 | 1,715,551 | 1,715,551 |
Nominal cost per share (p) | 0.25 | 0.25 | 0.25 |
Historical cost per share (£) | 11.91 | 11.93 | 11.93 |
Market value (£000) | 20,784 | 20,998 | 23,091 |
Condensed Consolidated Statement of Cash Flows
for the six months ended 31 March 2019
|
| Unaudited six months ended 31 March | Unaudited six months ended 31 March | Audited year ended 30 Sept |
|
| 2019 | 2018 | 2018 |
| Notes | £000 | £000 | £000 |
Cash flow from operating activities |
|
|
|
|
Operating profit from continuing operations |
| 49,564 | 122,701 | 161,855 |
Operating profit from discontinued operations |
| - | 5,571 | 6,541 |
Operating profit |
| 49,564 | 128,272 | 168,396 |
Long-term incentive expense |
| 948 | 719 | 1,487 |
Acquired intangible amortisation | 11 | 10,654 | 11,204 | 22,739 |
Licences and software amortisation |
| 1,214 | 1,322 | 2,908 |
Depreciation of property, plant and equipment |
| 1,367 | 1,505 | 3,356 |
Loss on disposal of property, plant and equipment |
| 1 | - | 6 |
Loss on disposal of intangible assets |
| - | - | 432 |
Impairment charge | 4 | - | 3,048 | 3,048 |
Reduction of deficit on defined benefit pension scheme | 4 | (1,224) | - | - |
Profit on disposal of businesses/associates | 4 | (16,998) | (86,817) | (86,817) |
(Decrease)/increase in provisions |
| (197) | 1,078 | 734 |
Operating cash flows before movements in working capital |
| 45,329 | 60,331 | 116,289 |
Increase in receivables |
| (4,055) | (944) | (7,498) |
Increase/(decrease) in payables |
| 8,470 | 8,377 | (231) |
Cash generated from operations |
| 49,744 | 67,764 | 108,560 |
Income taxes paid |
| (24,782) | (18,268) | (38,692) |
Group relief tax paid |
| - | (409) | (229) |
Net cash generated from operating activities |
| 24,962 | 49,087 | 69,639 |
|
|
|
|
|
Investing activities |
|
|
|
|
Interest received |
| 929 | 215 | 950 |
Purchase of intangible assets |
| (2,822) | (1,043) | (3,262) |
Purchase of property, plant and equipment |
| (1,112) | (946) | (1,703) |
Proceeds from disposal of property, plant and equipment |
| 6 | 3 | 74 |
Purchase of business/subsidiary undertaking, net of cash acquired | 9 | (66,782) | (7,096) | (19,200) |
Proceeds from disposal of businesses | 9 | 19,653 | 10,161 | 124,805 |
Dividends received from associates | 10 | 98 | - | - |
Proceeds from disposal of associate |
| - | 100,142 | 100,142 |
Receipt of deferred consideration |
| 823 | 987 | 1,607 |
Payment of deferred consideration |
| (98) | - | (1,470) |
Net cash (used in)/from investing activities |
| (49,305) | 102,423 | 201,943 |
|
|
|
|
|
Financing activities |
|
|
|
|
Dividends paid | 7 | (23,965) | (23,401) | (34,361) |
Dividends paid to non-controlling interests |
| - | (424) | (424) |
Interest paid |
| (624) | (2,681) | (3,786) |
Cash settlement on interest rate swaps |
| - | - | 2,091 |
Issue of new share capital | 15 | 482 | 540 | 643 |
Decrease in borrowings |
| - | (55,025) | (167,740) |
Purchase of additional interest in subsidiary undertakings | 9 | (97) | (8,832) | (10,130) |
Net cash used in financing activities |
| (24,204) | (89,823) | (213,707) |
Net (decrease)/increase in cash and cash equivalents |
| (48,547) | 61,687 | 57,875 |
Cash and cash equivalents at beginning of period (including held for sale) |
| 78,273 | 14,272 | 14,272 |
Effect of foreign exchange rate movements |
| (414) | (2,377) | 6,126 |
Cash and cash equivalents at end of period (including held for sale) |
| 29,312 | 73,582 | 78,273 |
Cash and cash equivalents classified as held for sale |
| - | (9,796) | - |
Cash and cash equivalents at end of period |
| 29,312 | 63,786 | 78,273 |
Cash and cash equivalents include bank overdrafts. The 2018 reporting periods include discontinued operations.
Notes to the Condensed Consolidated Half Year Financial Statement
1 Basis of preparation
Euromoney Institutional Investor PLC (the 'Company') is a company incorporated in the United Kingdom.
The Group financial statements consolidate those of the Company and its subsidiaries (together referred to as the 'Group') and equity-account the Group's interest in joint ventures and associates.
This Half Year Report was approved by the Board of Directors on 15 May 2019.
These condensed consolidated financial statements have been prepared in accordance with the disclosure and transparency rules of the Financial Conduct Authority and using accounting policies consistent with International Financial Reporting Standards as adopted by the European Union and in accordance with International Accounting Standard (IAS) 34 'Interim Financial Reporting'.
The financial information for the year ended 30 September 2018 does not constitute statutory accounts as defined in section 434 of the Companies Act 2006. A copy of the statutory accounts for that year has been delivered to the Registrar of Companies. The auditor's report on those accounts was not qualified, did not draw attention to any matters by way of emphasis and did not contain statements under section 498(2) or 498(3) of the Companies Act 2006.
Changes of accounting policies
IFRS 9 'Financial Instruments'
The Group adopted IFRS 9 'Financial Instruments' on 1 October 2018. Differences in the carrying amount of financial assets and liabilities resulting from the adoption of IFRS 9 have been recognised in opening reserves as at 1 October 2018 and comparatives have not been restated.
Classification and measurement of financial assets
Under IFRS 9, financial assets are required to be measured at either amortised cost, fair value through other comprehensive income (FVTOCI) or fair value through profit or loss (FVTPL).
The impact of IFRS 9 on the Group's financial assets are as follows:
· The Group has elected to classify as FVTOCI the equity financial asset which was previously classified as available-for-sale held at cost less any identified impairment losses in accordance with IAS 39. IFRS 9 allows for an irrevocable election on an instrument-by-instrument basis to classify equity financial assets as either FVTOCI or FVTPL. As a result, fair value movements are now recorded in other comprehensive income. Gains or losses will not be recycled to the income statement on disposal of the investments. The classification of future purchases of equity financial investments will be considered on an individual basis based on their merits. A fair value loss of £0.4m on transition has been recognised in opening fair value reserves.
· The Group has classified the convertible loan note asset as FVTPL as the contractual cash flows are not solely payments of principal and interest on the principal amount outstanding. This asset was previously measured at cost less any identified impairment losses in accordance with IAS 39. At the date of transition, there was no difference between the fair value and carrying value of the asset.
· The Group has classified its investments in money market funds included in cash and cash equivalents as FVTPL as the contractual cash flows are not solely payments of principal and interest on the principal amount outstanding. These assets were previously classified as amortised cost financial assets under IAS 39. At the date of transition, there was no difference between the fair value and carrying value of the asset (note 13).
Trade debtor provisions
IFRS 9 introduces a new impairment model which requires the recognition of impairment provisions based on expected credit losses (ECL) rather than only incurred credit losses, which was the case under IAS 39. The IFRS 9 impairment model recognises anticipated losses evidenced by both historical recovery rates and forward-looking indicators. The Group has applied the simplified approach for trade receivables and contract assets and recognised the loss allowance at an amount equal to lifetime expected credit losses. The reduction in expected credit loss allowance of £0.8m at 1 October 2018 has been recognised against opening retained earnings. Deferred consideration receivables are considered to have low credit risk and the loss allowance is therefore limited to 12 months expected losses and is not considered material.
Hedge accounting
IFRS 9 introduces a new hedge accounting model with a principles-based approach designed to align the accounting result with the economic hedging strategy. The Group uses cash flow hedge relationships to hedge its exposure to US dollar and euro revenues in its UK businesses and the operation's Canadian dollar cost base in Canada. The Group confirms that its existing hedge relationships continue to qualify as hedges upon the transition to IFRS 9.
1 Basis of preparation (continued)
Differences between the previous carrying amount and the restated carrying amount at 1 October 2018 are disclosed as follows:
| As at 1 October 2018 | ||
| Previously | IFRS 9 |
|
| reported | adjustments | Restated |
| £000 | £000 | £000 |
Trade and other receivables | 68,285 | 828 | 69,113 |
Other equity investments | 3,546 | (385) | 3,161 |
Total effect on net assets | 71,831 | 443 | 72,274 |
|
|
|
|
Fair value reserve | (27,616) | (385) | (28,001) |
Retained earnings | 213,833 | 828 | 214,661 |
Total effect on equity | 186,217 | 443 | 186,660 |
IFRS 15 'Revenue from Contracts with Customers'
The Group adopted IFRS 15 'Revenue from contracts with customers' on 1 October 2018 and adopted the modified retrospective method. This method recognises the cumulative effect of initially applying IFRS 15 as an adjustment to the opening balance sheet in the period of initial application and comparative periods will not be adjusted. There is no material impact on the timing of revenue recognition arising from the implementation of IFRS 15.
Vote revenue and best efforts revenue are treated as variable consideration under IFRS 15. This requires the Group to include an estimate of the variable consideration in the transaction price to the extent that it is highly probable that the related revenue, if recognised, would not be reversed. Any incremental amounts would be included in the transaction price once the confirmation of the vote or the best efforts revenue is given. The assessment of whether an amount of revenue is highly probable may require significant judgement. In some instances, the amount may not be highly probable until the Group has received specific notification of the amount from the customer or has received the payment. In other cases, established relationships, past patterns of behaviour or informal correspondence with the customer may provide sufficient evidence that at least an element of revenue is highly probable before the amount is formally confirmed.
Where multiple services are bundled within one contract, revenue is allocated to the different performance obligations on a relative standalone selling price basis and recognised separately when the performance obligation is satisfied. Where this occurs, the Group's treatment under IAS 18 is consistent with that under IFRS 15.
IFRS 15 requires revenue to be recognised over time where research is unique to a specific customer and where the customer is obligated to pay for the work performed should it terminate the contract. Limited cases of customised research are performed across the Group whereby revenue is recognised over time in line with the stage of completion.
The Group recognises all costs and commissions to obtain contracts with a term of one year or less when incurred. Commissions which relate to multi-year contracts are recognised as an asset and amortised in line with the proportion of the contract's revenue recognised in the period. The Group does not have significant costs and commissions to obtain contracts with a term of more than one year.
The Group does not adjust the amount of consideration for the effects of a significant financing component if it expects that the period between when the customer pays and when the Group transfers the promised good or service will be one year or less.
Amounts recoverable on contracts relating to accrued income of £2.0m, previously included within trade and other receivables, have been reclassified to contract assets net of the loss allowance. Contract liabilities reflected in deferred income have been disclosed in note 12.
Accounting policy for revenue
Revenue represents income from subscriptions, advertising, sponsorship and delegate fees, net of value added tax.
• Subscription revenues for print and online publications and memberships are recognised in the Income Statement on a straight-line basis over the period of the subscription, reflecting the pattern over which the customer receives benefits. These revenues are due in advance on a monthly or annual basis.
• Advertising revenues represent the fees that customers pay in advance to place an advertisement in one or more of the Group's publications, either in print or online, to commission ad hoc consulting and thought leadership projects and to purchase survey reports. Advertising revenues for print publications are recognised in the Income Statement when the publications have been delivered. This is the time at which the benefit becomes available to the customer. Revenue for online advertising is recognised on a straight-line basis over the period that the advert is run, reflecting the period over which the customer receives benefit.
• Sponsorship and delegate revenues are received in advance and recognised in the Income Statement over the period the event is run.
Revenues invoiced but relating to future periods are deferred and treated as contract liabilities in the Statement of Financial Position. The Group does not have individual long-term revenue contracts that are material.
1 Basis of preparation (continued)
IFRS 16 'Leases'
The new standard replaces IAS 17 'Leases' and related interpretations and details the requirements for the classification, measurement and recognition of lease arrangements. The key changes brought in by IFRS 16 are that it no longer distinguishes between operating and finance leases; all leases over a year in length will be recorded on the Statement of Financial Position. As these leases will be treated as fixed assets, their cost will be charged through the Income Statement as depreciation. In addition, there will be a finance charge in respect of the unwinding of discounts for future lease payments. The cost of short term leases will continue to be recognised through the Income Statement as rental expense. The Group plans to apply IFRS 16 using the modified retrospective approach. Under this approach, the cumulative effect of adopting IFRS 16 will be recognised as an adjustment to the opening balance in retained earnings on 1 October 2019, with no restatement of comparative information.
The transition to accounting for leases in accordance with IFRS 16 is expected to have a material impact on the Group's results. Management are currently assessing the impact of the change in accounting, firstly by identifying which leases will be affected and then to quantify the impact to the Group's financial statements from 1 October 2019, when the change comes into effect. Management will give an indication of the expected change to the 2020 results in the 2019 Annual Report and Accounts.
Accounting policies
The Condensed Consolidated Half Year Financial Statements has been prepared under the historical cost convention, except for the revaluation of certain financial instruments.
Apart from the aforementioned amendments and interpretations adopted in 2019, the same accounting policies, presentation and methods of computation are followed in these condensed financial statements as were applied in the Group's latest annual audited financial statements.
Taxes on income in the half year are accrued using the tax rate that would be applicable to expected total annual profit or loss.
Retirement benefit schemes
The Group operates the Metal Bulletin plc Pension Scheme and participates in the Harmsworth Pension Scheme, defined benefit schemes, both of which are closed to new entrants. The assumptions for the discount rate and mortality rates have been reviewed and adjusted to reflect the latest market rates increasing the net pension deficit from £2.9m at 30 September 2018 to £5.1m at 31 March 2019. An exceptional gain of £1.2m has been recognised in the period as a result of the Trustees of the Metal Bulletin plc Pension Scheme changing the scheme rules for the underlying index for deferred revaluation from RPI to CPI (note 4).
Going concern, debt covenants and liquidity
The results of the Group's business activities, together with the factors likely to affect its future development, performance and financial position, are set out in the Half Year Report on pages 1 to 5.
The financial position of the Group, its cash flows and liquidity position are set out in detail in this Condensed Consolidated Half Year Financial Statements. At 31 March 2019, the Group's net cash position was £29.3m, comprising of cash and cash equivalents. The Group has access to a committed £240m multi-currency revolving credit facility which is available until December 2021. The facility's covenant requires the Group's net debt to be no more than three times adjusted EBITDA and requires minimum levels of interest cover of three times on a rolling 12-month basis. The amounts and foreign exchange rates used in the covenant calculations are subject to adjustments as defined under the terms of the arrangement. At 31 March 2019, the Group's net cash to adjusted EBITDA covenant was 0.25 times and the committed undrawn facility available was £240m.
The Group's forecasts and projections, looking out to September 2021 and taking account of reasonably possible changes in trading performance, show that the Group should be able to operate within the level and covenants of its current and available borrowing facilities.
After making enquiries, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence. Accordingly, the Directors continue to adopt the going concern basis in preparing this Condensed Consolidated Half Year Financial Statement.
1 Basis of preparation continued
Principal risks and uncertainties
The principal risks and uncertainties that affect the Group are described in detail on pages 32 to 39 of the 2018 Annual Report available at www.euromoneyplc.com. In summary, they include:
- Downturn in key geographic region or market sector
- Product and market transformation/disruption
- Exposure to US dollar exchange rate
- Information security breach resulting in challenge to data integrity
- Reputational damage from a legal, regulatory or behavioural issue arising from operational activities
- Disruption to operations from a business continuity failure
- Catastrophic or high impact risk affecting key events or wider business
- Acquisition or disposal fails to generate expected returns
- Unforeseen tax liabilities
- Failure to implement the strategy effectively due to a loss of key staff
- Impact on people and operations of the UK exiting the EU (save that references in the 2018 Annual Report to the UK being scheduled to leave the EU 'in March 2019' should be interpreted as referring to 'prior to November 2019', as a result of the Article 50 extension agreed between the UK and the EU)
These are still considered to be the most relevant risks and uncertainties at this time. There have been no material changes in the principal risks and uncertainties affecting the business activities since the disclosure in the 2018 Annual Report. The Directors note that the global geopolitical outlook suggests continuing potential for short-term volatility and instability across markets. A number of these risks and uncertainties could have an impact on the Group's performance over the remaining six months of the financial year and could cause actual results to differ from expected and historical results.
2 Segmental analysis
Segmental information is presented in respect of the Group's segments and reflects the Group's management and internal reporting structure. The Group is organised into three segments: Asset Management; Pricing, Data & Market Intelligence; and Banking & Finance.
Revenues generated in the Asset Management and Pricing, Data & Market Intelligence segments are primarily from subscriptions.
Banking & Finance revenues consist mainly of sponsorship income and delegates revenue. A breakdown of the Group's revenue by type is set out below.
Following the disposal of Mining Indaba (note 9) during the period to 31 March 2019, the Commodity Events segment has been incorporated into the Pricing, Data & Market Intelligence segment. The segment information for the Mining Indaba business has been reclassified as a sold business.
Euromoney Financing Events and Thought Leadership have been moved from Banking & Finance to the Pricing, Data & Market Intelligence segment due to the realignment of how the businesses are managed internally.
The comparative split of segmental revenues, revenue by type, operating profits, acquired intangible amortisation, exceptional items and depreciation and amortisation has been restated to reflect Commodity Events, Euromoney Financing Events and Thought Leadership being incorporated into the Pricing, Data & Market Intelligence segment and Mining Indaba being reclassified as a sold business.
In 2018, the Global Markets Intelligence Division (GMID) was classified as a discontinued operation and subsequently disposed of and is therefore presented as such throughout this report.
Analysis of the Group's three main geographical areas is also set out to provide additional information on the trading performance of the businesses.
Inter-segment sales are charged at prevailing market rates and shown in the eliminations columns.
| Unaudited six months ended 31 March | |||||
| Subscriptions and content | Advertising | Sponsorship | Delegates | Other | Revenue |
2019 | £000 | £000 | £000 | £000 | £000 | £000 |
Revenue |
|
|
|
|
|
|
by segment and type: |
|
|
|
|
|
|
Asset Management | 59,502 | 5,637 | 6,801 | 877 | 153 | 72,970 |
Pricing, Data & Market Intelligence | 52,422 | 6,262 | 14,296 | 16,315 | 358 | 89,653 |
Banking & Finance | 3,342 | 2,435 | 8,491 | 9,036 | 300 | 23,604 |
| 115,266 | 14,334 | 29,588 | 26,228 | 811 | 186,227 |
Foreign exchange losses on forward contracts | - | - | - | - | (1,293) | (1,293) |
Revenue | 115,266 | 14,334 | 29,588 | 26,228 | (482) | 184,934 |
| Unaudited six months ended 31 March | |||||
| Subscriptions and content | Advertising | Sponsorship | Delegates | Other | Revenue |
2018 | £000 | £000 | £000 | £000 | £000 | £000 |
Revenue |
|
|
|
|
|
|
by segment and type: |
|
|
|
|
|
|
Asset Management | 59,810 | 5,732 | 5,787 | 626 | 20 | 71,975 |
Pricing, Data & Market Intelligence | 44,179 | 6,195 | 12,767 | 16,858 | 733 | 80,732 |
Banking & Finance | 3,580 | 3,029 | 10,400 | 9,300 | 524 | 26,833 |
| 107,569 | 14,956 | 28,954 | 26,784 | 1,277 | 179,540 |
Sold/closed businesses | - | - | - | - | 29,540 | 29,540 |
Foreign exchange gains on forward contracts | - | - | - | - | 531 | 531 |
Total revenue | 107,569 | 14,956 | 28,954 | 26,784 | 31,348 | 209,611 |
Discontinued operations | - | - | - | - | (20,475) | (20,475) |
Statutory revenue | 107,569 | 14,956 | 28,954 | 26,784 | 10,873 | 189,136 |
2 Segmental analysis continued
| Unaudited six months ended 31 March | |||||||||
| United Kingdom | North America | Rest of World | Eliminations | Total | |||||
| 2019 | 2018 | 2019 | 2018 | 2019 | 2018 | 2019 | 2018 | 2019 | 2018 |
| £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 |
Revenue |
|
|
|
|
|
|
|
|
|
|
by segment and source: |
|
|
|
|
|
|
|
|
|
|
Asset Management | 1,254 | 1,263 | 70,655 | 69,888 | 1,143 | 925 | (82) | (101) | 72,970 | 71,975 |
Pricing, Data & Market Intelligence | 63,461 | 59,434 | 23,454 | 17,710 | 3,640 | 3,985 | (902) | (397) | 89,653 | 80,732 |
Banking & Finance | 13,720 | 14,691 | 8,356 | 10,538 | 1,695 | 1,814 | (167) | (210) | 23,604 | 26,833 |
Sold/closed businesses | - | 9,490 | - | 5,157 | - | 14,893 | - | - | - | 29,540 |
Foreign exchange (losses)/gains on forward contracts | (1,293) | 531 | - | - | - | - | - | - | (1,293) | 531 |
Total revenue | 77,142 | 85,409 | 102,465 | 103,293 | 6,478 | 21,617 | (1,151) | (708) | 184,934 | 209,611 |
Discontinued operations | - | (2,260) | - | (4,083) | - | (14,132) | - | - | - | (20,475) |
Statutory revenue | 77,142 | 83,149 | 102,465 | 99,210 | 6,478 | 7,485 | (1,151) | (708) | 184,934 | 189,136 |
Statutory revenue by destination | 23,494 | 27,537 | 89,612 | 87,660 | 71,828 | 73,939 | - | - | 184,934 | 189,136 |
Revenue derived from contracts with customers is £182.7m. Transaction prices are set out in the contract with the customer with the limited exceptions of £2.2m of revenue without contracts, related to vote revenue, best efforts revenue and similar activities.
| Unaudited six months ended 31 March | |||||||
| United Kingdom | North America | Rest of World | Total | ||||
| 2019 | 2018 | 2019 | 2018 | 2019 | 2018 | 2019 | 2018 |
| £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 |
Operating profit1 |
|
|
|
|
|
|
|
|
by segment and source: |
|
|
|
|
|
|
|
|
Asset Management | 298 | 248 | 29,646 | 26,628 | 206 | 221 | 30,150 | 27,097 |
Pricing, Data & Market Intelligence | 24,745 | 22,703 | 9,603 | 7,298 | (1,660) | (1,026) | 32,688 | 28,975 |
Banking & Finance | 1,235 | 1,865 | 2,473 | 3,641 | (233) | (141) | 3,475 | 5,365 |
Sold/closed businesses | (104) | 4,322 | (3) | 782 | - | 6,603 | (107) | 11,707 |
Unallocated corporate costs | (17,758) | (17,578) | (1,763) | (1,500) | (466) | (577) | (19,987) | (19,655) |
Operating profit/(loss)1 | 8,416 | 11,560 | 39,956 | 36,849 | (2,153) | 5,080 | 46,219 | 53,489 |
Discontinued operations | - | 163 | - | 1,720 | - | (8,248) | - | (6,365) |
Continuing operations | 8,416 | 11,723 | 39,956 | 38,569 | (2,153) | (3,168) | 46,219 | 47,124 |
Acquired intangible amortisation (note 11) | (2,493) | (3,751) | (8,142) | (7,434) | (19) | (19) | (10,654) | (11,204) |
Exceptional items (note 4) | 17,647 | (3,437) | (3,648) | 76,089 | - | 14,129 | 13,999 | 86,781 |
Operating profit/(loss) | 23,570 | 4,535 | 28,166 | 107,224 | (2,172) | 10,942 | 49,564 | 122,701 |
Share of results in associates and joint ventures (note 10) |
|
|
|
|
|
| (65) | (27) |
Finance income (note 5) |
|
|
|
|
|
| 880 | 2,008 |
Finance expense (note 5) |
|
|
|
|
|
| (1,044) | (3,624) |
Profit before tax |
|
|
|
|
|
| 49,335 | 121,058 |
Tax expense on profit (note 6) |
|
|
|
|
|
| (13,959) | (14,464) |
Profit for the period from continuing operations |
|
|
|
| 35,376 | 106,594 | ||
1 Operating profit including discontinued operations before acquired intangible amortisation and exceptional items. A detailed reconciliation of the Group's statutory results to the adjusted results is set out in the appendix to the Half Year Statement on pages 6 to 8.
2 Segmental analysis continued
| Unaudited six months ended 31 March | |||||
| Acquired intangible | Exceptional | Depreciation and | |||
| amortisation | items | amortisation | |||
| 2019 | 2018 | 2019 | 2018 | 2019 | 2018 |
| £000 | £000 | £000 | £000 | £000 | £000 |
Other segmental information |
|
|
|
|
|
|
by segment: |
|
|
|
|
|
|
Asset Management | (5,547) | (5,392) | - | 3,401 | (180) | (445) |
Pricing, Data & Market Intelligence | (4,859) | (4,281) | (4,223) | (3,437) | (515) | (412) |
Banking & Finance | (115) | (110) | - | - | - | - |
Sold/closed businesses | - | (1,421) | 16,998 | 86,817 | - | - |
Unallocated corporate costs | (133) | - | 1,224 | - | (1,886) | (1,970) |
Continuing operations | (10,654) | (11,204) | 13,999 | 86,781 | (2,581) | (2,827) |
The closing net book value of goodwill, other intangible assets, property, plant and equipment and investments is analysed by geographic area as follows:
| United Kingdom | North America | Rest of World | Total | ||||
| Unaudited six months ended 31 March | Audited year ended 30 Sept | Unaudited six months ended 31 March | Audited year ended 30 Sept | Unaudited six months ended 31 March | Audited year ended 30 Sept | Unaudited six months ended 31 March | Audited year ended 30 Sept |
| 2019 | 2018 | 2019 | 2018 | 2019 | 2018 | 2019 | 2018 |
| £000 | £000 | £000 | £000 | £000 | £000 | £000 | £000 |
|
|
|
|
|
|
|
|
|
Goodwill | 104,227 | 104,227 | 335,263 | 303,399 | 6,893 | 7,096 | 446,383 | 414,722 |
Other intangible assets | 42,710 | 45,656 | 162,115 | 127,326 | 483 | 521 | 205,308 | 173,503 |
Property, plant and equipment | 4,918 | 5,325 | 10,458 | 10,165 | 745 | 622 | 16,121 | 16,112 |
Investments | 3,713 | 4,261 | - | - | - | - | 3,713 | 4,261 |
Non-current assets | 155,568 | 159,469 | 507,836 | 440,890 | 8,121 | 8,239 | 671,525 | 608,598 |
Additions to property, plant and equipment | (53) | (602) | (979) | (1,006) | (76) | (370) | (1,108) | (1,978) |
The Group has taken advantage of paragraph 23 of IFRS 8 'Operating Segments' and does not provide segmental analysis of net assets as this information is not used by the Directors in operational decision making or monitoring of business performance.
3 Seasonality of results
The Group's results are not materially affected by seasonal or cyclical trading. For the year ended 30 September 2018, the Group earned 47% of its continuing revenues and adjusted operating profits in the first six months of the year (2017: 47%).
4 Exceptional items
Exceptional items are items of income or expense considered by the Directors as being significant, non-recurring and which require additional disclosure in order to provide an indication of the underlying trading performance of the Group.
|
| Unaudited six months ended 31 March | Unaudited six months ended 31 March | Audited year ended 30 Sept |
|
| 2019 | 2018 | 2018 |
| Notes | £000 | £000 | £000 |
|
|
|
|
|
Profit on disposal of businesses/associates | a | 16,998 | 86,817 | 86,817 |
Other exceptional (costs)/income and restructuring | b | (4,223) | 3,012 | (2,373) |
Reduction of deficit on defined benefit pension scheme | c | 1,224 | - | - |
Impairment charges | d | - | (3,048) | (3,048) |
Continuing operations |
| 13,999 | 86,781 | 81,396 |
a. During the period ended 31 March 2019, the Group sold Mining Indaba for a profit of £17.0m (note 9). For the periods ended 31 March 2018 and 30 September 2018, the profit on disposal comprised of the sale of Adhesion, World Bulk Wine, Institutional Investor Journals and the associate investment in Dealogic.
b. Other exceptional costs/income and restructuring for the period ended 31 March 2019 consist of the recognition of the earn-out payments of £1.3m for the acquisitions of Site Seven Media Ltd (TowerXchange) and Random Lengths which are treated as compensation costs. It is Group policy to treat, as exceptional, significant earn-out payments required by IFRS to be recognised as a compensation cost. The acquisition related costs of £2.9m for Random Lengths, BoardEx and The Deal (note 9) are treated as exceptional due to the magnitude of the costs associated with the acquisitions. No severance costs have been treated as exceptional items in 2019.
For the periods ended 31 March 2018 and 30 September 2018, the costs comprised restructuring costs, earn-out payments treated as compensation costs and acquisition related costs offset by the favourable settlement of the legal dispute with the previous owners of Centre for Investor Education (CIE). Costs as a result of a strategic review undertaken for the major restructuring of certain businesses were treated as exceptional items. Normal restructuring costs are not treated as exceptional items. The acquisition related costs of Random Lengths were treated as exceptional due to the magnitude of the costs associated with the acquisition. Acquisition costs for smaller acquisitions were not treated as exceptional.
c. The Trustees of the Metal Bulletin plc Pension Scheme, which is a defined benefit scheme, changed the scheme rules for the underlying index of deferred revaluation from RPI to CPI, which resulted in a £1.2m reduction in the net pension deficit.
d. For the periods ended 31 March 2018 and 30 September 2018, the impairment charge relates to a goodwill impairment of £3.0m for Layer123 Events and Training Limited (Layer123). The impairment of Layer123 was as a result of its disappointing financial performance post acquisition.
5 Finance income and expense
| Unaudited six months ended 31 March | Unaudited six months ended 31 March | Audited year ended 30 Sept |
| 2019 | 2018 | 2018 |
| £000 | £000 | £000 |
Finance income |
|
|
|
Interest receivable from short-term investments | 804 | 100 | 2,870 |
Movements in acquisition commitments | 68 | 1,821 | 2,378 |
Movements in deferred consideration | 8 | - | - |
Interest on tax | - | 87 | - |
| 880 | 2,008 | 5,248 |
Finance expense |
|
|
|
Interest payable on borrowings | (684) | (2,391) | (4,201) |
Net interest expense on defined benefit liability | (123) | (123) | (248) |
Movements in deferred consideration | - | (1,110) | (1,122) |
Interest on tax | (237) | - | (463) |
| (1,044) | (3,624) | (6,034) |
|
|
|
|
Continuing operations net finance costs | (164) | (1,616) | (786) |
| Unaudited six months ended 31 March | Unaudited six months ended 31 March | Audited year ended 30 Sept |
| 2019 | 2018 | 2018 |
| £000 | £000 | £000 |
Reconciliation of net finance costs in Income Statement to adjusted net finance costs |
|
|
|
Continuing operations net finance costs in Income Statement | (164) | (1,616) | (786) |
Add back: |
|
|
|
Movements in acquisition commitments | (68) | (1,821) | (2,378) |
Movements in deferred consideration | (8) | 1,110 | 1,122 |
Other | 170 | - | (629) |
| 94 | (711) | (1,885) |
|
|
|
|
Continuing operations adjusted net finance costs | (70) | (2,327) | (2,671) |
The reconciliation of net finance costs in the Income Statement has been provided since the Directors consider it necessary in order to provide an indication of the adjusted net finance costs. Refer to the appendix to the Half Year Statement.
Charges and credits relating to the movements in acquisition commitments and deferred consideration reflect future payments and receipts expected on historical transactions that do not directly relate to the current year results.
Other items in the adjusted net finance costs consist of interest of £0.2m (September 2018: £0.6m) on a provision in respect of uncertain tax positions which has been excluded as this provision is not in the ordinary course of business and relates to a tax adjusting item (note 6). In addition, at 30 September 2018, the other items included a gain realised on the close-out of the interest rate swaps of £2.1m offset by the write-off of capitalised borrowing costs of £0.9m following the repayment of the Group's term loan. The net gain was excluded from adjusted finance costs as it would not have crystallised had the disposal of GMID not completed.
6 Tax expense on profit
| Unaudited six months ended 31 March | Unaudited six months ended 31 March | Audited year ended 30 Sept |
| 2019 | 2018 | 2018 |
| £000 | £000 | £000 |
|
|
|
|
Current tax expense |
|
|
|
UK corporation tax expense | 5,491 | 1,516 | 2,735 |
Foreign tax expense | 8,513 | 12,855 | 37,764 |
Adjustments in respect of prior periods | (242) | 309 | 8,002 |
| 13,762 | 14,680 | 48,501 |
Deferred tax (credit)/expense |
|
|
|
Current year | (996) | (442) | 3,515 |
Adjustments in respect of prior periods | 1,193 | 226 | (656) |
| 197 | (216) | 2,859 |
Total tax expense in Income Statement | 13,959 | 14,464 | 51,360 |
Effective tax rate | 28% | 12% | 32% |
| Unaudited six months ended 31 March | Unaudited six months ended 31 March | Audited year ended 30 Sept |
|
| 2019 | 2018 | 2018 | |
| £000 | £000 | £000 | |
Reconciliation of tax expense in Income Statement to adjusted tax expense |
|
|
| |
Total tax expense in Income Statement | 13,959 | 14,464 | 51,360 | |
Add back: |
|
|
| |
Deferred tax on acquired intangible amortisation | 1,426 | 2,445 | 5,032 | |
Tax on exceptional items | (3,594) | (1,312) | (12,116) | |
Other tax adjusting items | (342) | (5,004) | (12,411) | |
Deferred tax on goodwill and intangible amortisation | (1,332) | (1,148) | (3,042) | |
Share of tax on profits of associates and joint ventures | (28) | 254 | 333 | |
Adjustments in respect of prior periods | (951) | (535) | (7,346) | |
| (4,821) | (5,300) | (29,550) | |
Adjusted tax expense | 9,138 | 9,164 | 21,810 | |
|
|
|
| |
Adjusted profit before tax (refer to the appendix to the Half Year Statement) | 46,056 | 45,644 | 101,637 | |
Adjusted effective tax rate | 20% | 20% | 21% | |
The Group presents the adjusted effective tax rate to help users of this report better understand its tax charge. In arriving at this rate, the Group removes the tax effect of items which are adjusted for in calculating the adjusted profit disclosed in the appendix to the Half Year Statement.
The Group excludes the deferred tax impact of amortisation of intangibles and goodwill as any deferred tax on these items would only crystallise in the event of a disposal and that is not the current intention.
The tax effects of any exceptional items (including disposals) and on adjustments in respect of prior years are also removed from the adjusted tax expense as they do not relate to current year underlying trading.
The Group's tax charge includes a related tax credit on continuing operations exceptional items of £3.6m (March 2018: £1.3m, September 2018: £12.1m). There is no related tax charge or credit treated as exceptional on discontinued operations at 31 March 2019 (March 2018: £nil, September 2018: £6.7m charge). There is no further tax charge in relation to US tax reform at 31 March 2019 (March 2018: £5.0m; September 2018: £16.1m of which £8.3m was in relation to discontinued operations).
The adjusted effective tax rate for the 2019 half year is 20% (2018: 20%). The forecast adjusted effective tax rate for the 2019 full year is 20% (2018: 20%).
The reported tax rate for the period ended 31 March 2019 is 28% compared with 12% for the period ended 31 March 2018. The increase in the reported rate is driven by a taxable gain arising from the disposal of Mining Indaba and non-deductible costs in relation to the acquisition of BoardEx and The Deal.
6 Tax expense on profit continued
Uncertain tax positions
The Group considers each uncertain tax matter on the technical merits of the case law, taking into account all relevant evidence, including the known attitude of tax authorities in making an assessment of the likelihood a matter will crystallise. The provisions for uncertain tax are calculated by determining the Directors' best estimate of the single most likely cash flow for each issue.
At 31 March 2019, the Group held provisions for uncertain tax of £12.9m (September 2018: £12.9m) relating to permanent establishment risk and challenges by tax authorities.
The Group holds a provision of £10.7m for a potential exposure relating to a UK tax enquiry by HM Revenue and Customs (HMRC). On 15 February 2019, an appeal to the First Tier Tax Tribunal was filed and the Group awaits a tribunal hearing date.
The maximum potential additional exposure for the Group in relation to challenges by tax authorities not provided for is approximately £20.0m which is for a challenge by the Canadian Revenue Agency and the Quebec Tax Authorities into a foreign currency trade in 2009. Since October 2018, there have been no unexpected developments in this enquiry.
In March 2019, the Group notified HMRC of a potential underpayment of PAYE in respect of its historic use of contractors and may in due course be making a voluntary disclosure. The Group is in the process of evaluating and quantifying this but at present has not identified any known material exposure that can be deemed probable of crystallising and can be reliably estimated at this time.
EU Commission investigation into state aid
In October 2017, the European Commission (the EC) opened a state aid investigation into the Group Financing Exemption in the UK controlled foreign company (CFC) rules. The Group Financing Exemption was introduced in legislation by the UK government in 2013.
On 2 April 2019, the EC announced its final decision on its investigation into the finance company exemption within the UK CFC rules and whether the exemption is state aid by way of a short press release. The full decision was published on 25 April 2019. The EC has found that the finance company exemption is justified where there are no UK activities involved in generating the finance profits. Where financing profit derives from UK activities, the financing exemption is not justified and does constitute state aid.
In common with other UK-based international companies whose arrangements are in line with current UK CFC legislation, the Group is in the process of reviewing the decision and we are awaiting an update from HMRC as to the Government's response to the ruling. Based on our initial assessment, no provision is required in respect of this issue. The estimated maximum potential liability is approximately £8.0m.
7 Dividends
| Unaudited six months ended 31 March | Unaudited six months ended 31 March | Audited year ended 30 Sept |
| 2019 | 2018 | 2018 |
| £000 | £000 | £000 |
Amounts recognisable as distributable to equity holders in period |
|
|
|
Final dividend for the year ended 30 September 2018 of 22.30p (2017: 21.80p) | 24,348 | 23,784 | 23,784 |
Half year dividend for the year ended 30 September 2018 of 10.20p | - | - | 11,136 |
| 24,348 | 23,784 | 34,920 |
Employee share trust dividends waived | (383) | (383) | (559) |
| 23,965 | 23,401 | 34,361 |
|
|
|
|
Half year dividend for the period ended 31 March 2019 of 10.80p (2018: 10.20p) | 11,798 | 11,135 |
|
Employee share trust dividends waived | (178) | (175) |
|
| 11,620 | 10,960 |
|
The final dividend for the year to 30 September 2018 was approved by shareholders at the AGM held on 1 February 2019 and paid on 14 February 2019.
It is anticipated that the half year dividend of 10.80p (2018: 10.20p) per share will be paid on 20 June 2019 to shareholders on the register on 24 May 2019. It is expected that the shares will be marked ex-dividend on 23 May 2019. The half year dividend has not been included as a liability in this Half Year Financial Statement in accordance with IAS 10 'Events after the Reporting Period'.
8 Earnings per share
| Unaudited six months ended 31 March | Unaudited six months ended 31 March | Audited year ended 30 Sept |
| 2019 | 2018 | 2018 |
| £000 | £000 | £000 |
|
|
|
|
Profit for the period from continuing operations | 35,376 | 106,594 | 109,866 |
Non-controlling interest | - | (329) | (139) |
Earnings from continuing operations | 35,376 | 106,265 | 109,727 |
Profit for the period from discontinued operations | - | 3,282 | 91,342 |
Total earnings | 35,376 | 109,547 | 201,069 |
Adjustments | 1,542 | (73,396) | (121,381) |
Total adjusted earnings | 36,918 | 36,151 | 79,688 |
| Unaudited six months ended 31 March | Unaudited six months ended 31 March | Audited year ended 30 Sept |
| 2019 | 2018 | 2018 |
| Number | Number | Number |
| 000 | 000 | 000 |
|
|
|
|
Weighted average number of shares | 109,202 | 109,120 | 109,148 |
Shares held by the employee share trusts | (1,681) | (1,751) | (1,733) |
Weighted average number of shares | 107,521 | 107,369 | 107,415 |
Effect of dilutive share options | 48 | 212 | 131 |
Diluted weighted average number of shares | 107,569 | 107,581 | 107,546 |
|
|
|
|
| Pence | Pence | Pence |
Earnings per share from continuing operations |
|
|
|
Basic | 32.90 | 98.97 | 102.15 |
Diluted | 32.89 | 98.78 | 102.03 |
|
|
|
|
Earnings per share from discontinued operations |
|
|
|
Basic | - | 3.06 | 85.03 |
Diluted | - | 3.05 | 84.93 |
|
|
|
|
Total earnings per share |
|
|
|
Basic | 32.90 | 102.03 | 187.19 |
Diluted | 32.89 | 101.83 | 186.96 |
|
|
|
|
Total adjusted earnings per share |
|
|
|
Basic | 34.34 | 33.67 | 74.19 |
Diluted | 34.32 | 33.60 | 74.10 |
The adjusted earnings per share figures have been disclosed since the Directors consider it necessary in order to give an indication of the adjusted trading performance reflecting the performance of the Group's continuing operations. A detailed reconciliation of the Group's statutory results to the adjusted and underlying results is set out in the appendix to the Half Year Statement.
9 Acquisitions and disposals
INCREASE IN EQUITY HOLDING
Reinsurance Security (Consultancy).Co.Uk (ReSec)
On 19 December 2018, the Group made an earn-out payment of £0.1m to increase its equity shareholding in ReSec. The payment increased the Group's holding from 83% to 88%.
PURCHASE OF BUSINESS
The Deal, LLC (BoardEx and The Deal)
On 14 February 2019, the Group acquired 100% of the equity share capital of The Deal LLC, comprising BoardEx, an executive profiling and relationship-mapping platform, and The Deal, a trusted source of data, news and intelligence on mergers and acquisitions, activist investing, private equity and restructuring, for $93.4m (£71.5m). Both products are highly complementary to the Group's existing portfolio, serving a number of shared customer groups, particularly investors, banks and professional services firms. BoardEx and The Deal are included in the Pricing, Data & Market Intelligence segment.
The acquisition accounting is set out below and is provisional pending final determination of the fair value of the assets and liabilities acquired:
|
| Fair value | Provisional |
| Book value | adjustments | fair value |
| £000 | £000 | £000 |
|
|
|
|
Intangible assets | 1,395 | 39,552 | 40,947 |
Property, plant and equipment | 281 | - | 281 |
Trade and other receivables | 5,595 | - | 5,595 |
Trade and other payables | (3,286) | (539) | (3,825) |
Contract liabilities | (10,500) | 2,150 | (8,350) |
Cash and cash equivalents | 4,713 | - | 4,713 |
| (1,802) | 41,163 | 39,361 |
|
|
|
|
Net assets acquired (100%) |
|
| 39,361 |
Goodwill |
|
| 32,134 |
Total consideration |
|
| 71,495 |
Consideration satisfied by: |
|
|
|
Cash |
|
| 71,495 |
|
|
| 71,495 |
Net cash outflow arising on acquisition: |
|
|
|
Cash consideration |
|
| 71,495 |
Less: cash and cash equivalent balances acquired |
|
| (4,713) |
|
|
| 66,782 |
Intangible assets represent customer relationships of $42.9m (£32.9m), brands of $3.8m (£2.9m), and databases of $5.0m (£3.8m) for which amortisation of $0.4m (£0.3m) has been charged for the period ended 31 March 2019. The intangible assets will be amortised over their respective expected useful economic lives; customer relationships of between four and 22 years, databases of between one and 10 years and brands of 10 years.
Goodwill arises from the anticipated profitability and future operating synergies from integrating the acquired operations within the Group. Goodwill recognised in respect of the US business is expected to be deductible for US income tax purposes.
The $2.8m (£2.2m) fair value adjustment to contract liabilities relates to an adjustment to reduce the deferred revenue balance. The related deferred tax liability of $0.7m (£0.5m) has been recognised as a fair value adjustment against trade and other payables.
The fair value of the assets acquired includes gross trade receivables of $4.1m (£3.1m) and are expected to be fully collectable.
BoardEx and The Deal contributed $2.7m (£2.1m) to the Group's revenue, $69k (£52k) to the Group's operating profit and $78k (£59k) to the Group's profit before tax for the period between the date of acquisition and 31 March 2019. If the acquisition had been completed on the first day of the financial year, BoardEx and The Deal would have contributed $12.6m (£9.7m) to the Group's revenue and $1.4m (£1.1m) to the Group's operating profit.
9 Acquisitions and disposals continued
SALE OF BUSINESSES
Global Markets Intelligence Division (GMID)
On 30 April 2018, the Group completed the disposal of GMID. This division met the IFRS 5 'Non-current Assets Held for Sale and Discontinued Operations' criteria to be treated as discontinued operations at 31 March 2018 and 30 September 2018. The Statement of Financial Position at 31 March 2018 classified GMID as held for sale.
Mining Indaba
On 23 October 2018, the Group completed the sale of Mining Indaba. The gross consideration for the sale was £30.1m, with £20.0m payable on completion and deferred consideration of £10.1m due in June 2019. The settlement of the deferred consideration will be offset against a working capital adjustment in favour of the buyer. The sale resulted in a pre-tax profit of £17.0m after transaction costs of £0.3m, which was recognised as an exceptional item (note 4). The assets and liabilities of this business sold were classified as held for sale and disclosed separately on the face of the Condensed Consolidated Statement of Financial Position for the year ended 30 September 2018.
The net assets of the businesses at the date of disposal were as follows:
| Mining Indaba |
| £000 |
Net assets: |
|
Intangible assets | 12,783 |
Trade and other receivables | 1,211 |
Deferred income | (2,620) |
| 11,374 |
|
|
Net assets disposed | 11,374 |
Directly attributable costs | 347 |
Profit on disposal (note 4) | 16,998 |
Total consideration | 28,719 |
Consideration satisfied by: |
|
Cash | 20,000 |
Deferred consideration (net of working capital adjustments) | 8,719 |
| 28,719 |
Net cash inflow arising on disposal: |
|
Cash consideration (net of directly attributable costs paid) | 19,653 |
10 Investments
|
| Investment | Other |
|
| Investment | in joint | equity |
|
| in associates | ventures | investments | Total |
| £000 | £000 | £000 | £000 |
|
|
|
|
|
At 1 October 2017 | 26,820 | - | 3,546 | 30,366 |
Disposals | (26,194) | - | - | (26,194) |
Exchange difference | (81) | - | - | (81) |
Provision against investment losses | - | 13 | - | 13 |
Share of profits/(losses) after tax retained | 170 | (13) | - | 157 |
At 30 September 2018 | 715 | - | 3,546 | 4,261 |
Impact of adopting IFRS 9 | - | - | (385) | (385) |
At 1 October 2018 (restated) | 715 | - | 3,161 | 3,876 |
Share of losses after tax retained | (65) | - | - | (65) |
Dividends | (98) | - | - | (98) |
At 31 March 2019 | 552 | - | 3,161 | 3,713 |
10 Investments continued
|
| Investment | Other |
|
| Investment | in joint | equity |
|
| in associates | ventures | investments | Total |
| £000 | £000 | £000 | £000 |
|
|
|
|
|
At 1 October 2017 | 26,820 | - | 3,546 | 30,366 |
Disposals | (26,194) | - | - | (26,194) |
Revaluation | (81) | - | - | (81) |
Provisions against investment losses | - | 25 | - | 25 |
Share of losses after tax retained | (2) | (25) | - | (27) |
At 31 March 2018 | 543 | - | 3,546 | 4,089 |
In accordance with IFRS 9 'Financial Instruments', the 'Available-for-sale investments' category has changed to 'Other equity investments' with effect 1 October 2018.
All of the above investments in associates and joint ventures are accounted for using the equity method in these condensed consolidated financial statements. Other equity investments are classified as financial assets measured at fair value through other comprehensive income.
| Unaudited six months ended 31 March | Unaudited six months ended 31 March | Audited year ended 30 Sept |
| 2019 | 2018 | 2018 |
| £000 | £000 | £000 |
|
|
|
|
Reconciliation of share of results in associates and joint ventures in Income Statement to adjusted share of results in associates and joint ventures |
|
|
|
Total share of results in associates and joint ventures in Income Statement | (65) | (27) | 157 |
Add back: |
|
|
|
Share of tax on profits | (28) | 254 | 333 |
Share of tax on acquired intangible amortisation and exceptional items | - | (266) | (266) |
Share of acquired intangible amortisation | - | 761 | 761 |
Share of exceptional items1 | - | 125 | 125 |
| (28) | 874 | 953 |
Adjusted share of results in associates and joint ventures | (93) | 847 | 1,110 |
1 The share of exceptional items related to restructuring and earn-out costs in Dealogic, which was disposed of in December 2017.
The reconciliation of share of results in associates and joint ventures in the Income Statement has been provided since the Directors consider it necessary in order to provide an indication of the adjusted share of results in associates and joint ventures. Refer to the appendix to the Half Year Statement.
The share of losses after tax includes a finance expense of £nil (March 2018: £0.3m, September 2018: £0.3m).
10 Investments continued
Information on investment in associates, investment in joint ventures and other equity investments:
|
| Year | Date of | Type | Group | Registered |
| Principal activity | ended | acquisition | of holding | interest | office |
Investment in associates |
|
|
|
|
|
|
Broadmedia Communications Limited (BroadGroup) | Events and publishing business | 30 Sept | Mar 2017 | Ordinary | 49.0% | 8 Bouverie Street, London, EC4Y 8AX, United Kingdom |
Investment in joint ventures |
|
|
|
|
|
|
Sanostro Institutional AG (Sanostro) | Hedge fund manager trading signals | 31 Dec | Dec 2014 | Ordinary | 50.0% | Allmendstrasse 140, 8041 Zurich, Switzerland |
Other equity investments |
|
|
|
|
|
|
Estimize, Inc (Estimize) | Financial estimates platform | 31 Dec | July 2015 | Ordinary | 10.0% | 43 West 24th Street, New York , NY 10010, United States |
Zanbato, Inc (Zanbato) | Private capital placement and workflow | 30 Sept | Sept 2015 | Ordinary | 9.9% | 715 N Shoreline Boulevard, Mountain View CA, 94043, United States |
The Group interests in the above investments remained unchanged since their respective dates of acquisition. An additional 17% of the shareholding of BroadGroup was acquired on 12 April 2019 (note 18).
11 Goodwill and other intangibles
Goodwill for the period 30 September 2018 to 31 March 2019 increased by £31.7m. This movement relates to goodwill arising on the acquisition of BoardEx and The Deal of £32.1m (note 9), offset by an adverse effect of currency translation of £0.4m.
The net carrying value of goodwill and other intangible assets is as follows:
| Unaudited as at 31 March | Unaudited as at 31 March | Audited as at 30 Sept |
| 2019 | 2018 | 2018 |
| £000 | £000 | £000 |
|
|
|
|
Goodwill | 446,383 | 388,225 | 414,722 |
|
|
|
|
Trademarks and brands | 98,406 | 108,025 | 100,464 |
Customer relationships | 91,711 | 63,964 | 64,135 |
Databases and software | 7,919 | 3,617 | 3,245 |
Total acquired intangible assets | 198,036 | 175,606 | 167,844 |
Internally generated intangible assets | 7,272 | 5,197 | 5,659 |
Total intangible assets | 205,308 | 180,803 | 173,503 |
|
|
|
|
Total | 651,691 | 569,028 | 588,225 |
Intangible assets, other than goodwill, have a finite life and are amortised over their expected useful lives at the rates set out in the accounting policies in note 1 of the 2018 Annual Report.
Acquired intangible amortisation for the period ended 31 March 2019 is £10.7m (March 2018: £11.2m; September 2018: £22.7m).
12 Deferred income and contract liabilities
| Unaudited as at 31 March | Unaudited as at 31 March | Audited as at 30 Sept |
| 2019 | 2018 | 2018 |
| £000 | £000 | £000 |
|
|
|
|
Deferred subscription income | 110,273 | 98,583 | 97,589 |
Other deferred income | 36,193 | 34,199 | 22,815 |
| 146,466 | 132,782 | 120,404 |
|
|
|
|
Within one year | 143,166 | 129,741 | 117,088 |
In more than one year | 3,300 | 3,041 | 3,316 |
| 146,466 | 132,782 | 120,404 |
The deferred income balance consists of contract liabilities amounting to £146.3m and non-contract liabilities amounting to £0.2m.
13 Financial instruments
The Group's financial assets and liabilities are as follows:
| Unaudited as at 31 March | Unaudited as at 31 March | Audited as at 30 Sept |
| 2019 | 2018 | 2018 |
| £000 | £000 | £000 |
Financial assets |
|
|
|
Fair value through profit or loss (FVTPL) assets |
|
|
|
Derivative instruments | 922 | 5,743 | 186 |
Convertible loan note (reclassified from amortised cost) | 2,836 | - | - |
Cash and cash equivalents - money market funds (reclassified from amortised cost) | 21,103 | - | - |
Fair value through other comprehensive income (FVTOCI) assets |
|
|
|
Other equity investments (note 10) (reclassified from amortised cost) | 3,161 | - | - |
Amortised cost |
|
|
|
Other equity investments (note 10) (reclassified to FVTOCI) | - | 3,546 | 3,546 |
Convertible loan note (reclassified to FVTPL) | - | 2,396 | 2,677 |
Deferred consideration | 9,018 | 1,619 | 1,120 |
Receivables | 64,977 | 51,770 | 57,890 |
Cash and cash equivalents - amortised cost | 8,209 | 31,738 | 28,058 |
Cash and cash equivalents - money market funds (reclassified to FVTPL) | - | 32,048 | 50,215 |
Classified as held for sale receivables (including cash at bank and short-term deposits) | - | 14,529 | 936 |
| 110,226 | 143,389 | 144,628 |
Financial liabilities |
|
|
|
Fair value through profit or loss liabilities |
|
|
|
Derivative instruments | (2,027) | (336) | (2,590) |
Deferred consideration | (228) | (1,262) | (236) |
Amortised cost |
|
|
|
Acquisition commitments | (107) | (2,127) | (272) |
Deferred consideration | - | (448) | (98) |
Borrowings and payables | (83,566) | (194,154) | (91,427) |
Classified as held for sale borrowings and payables | - | (7,777) | (302) |
| (85,928) | (206,104) | (94,925) |
In accordance with IFRS 9 'Financial Instruments', the 'Available-for-sale investments' category has changed to 'Other equity investments' with effect 1 October 2018.
13 Financial instruments continued
Fair value of financial instruments
The fair values of financial assets and financial liabilities are determined in accordance with IFRS 13 'Fair Value Measurement' as follows:
Level 1
· The fair value of financial assets and financial liabilities with standard terms and conditions and traded on active liquid markets is determined with reference to quoted market prices.
Level 2
· The fair value of other financial assets and financial liabilities (excluding derivative instruments) is determined in accordance with generally accepted pricing models based on discounted cash flow analysis using prices from observable current market transactions and dealer quotes for similar instruments.
· Foreign currency forward contracts are measured using quoted forward exchange rates and yield curves derived from quoted interest rates matching maturities of the contracts.
Level 3
· If one or more significant inputs are not based on observable market data, the instrument is included in level 3.
· A common equity valuation exercise was performed, utilising the Black-Scholes options pricing method.
Other financial instruments not recorded at fair value
The Directors consider that the carrying amounts of financial assets and financial liabilities recorded at amortised cost in the Financial Statements approximate their fair values.
The Group classifies its financial instruments into the following categories:
Financial instrument category | IAS 39 measurement category | IFRS 9 Measurement category | Fair value measurement hierarchy |
Derivative instruments | FVTPL1 | FVTPL1 | 2 |
Other equity investments | Amortised cost | FVTOCI | 3 |
Convertible loan note | Amortised cost | FVTPL | 3 |
Deferred consideration asset | Amortised cost | Amortised cost | N/A |
Receivables | Amortised cost | Amortised cost | N/A |
Cash and cash equivalents - cash at bank and short term deposits | Amortised cost | Amortised cost | N/A |
Cash and cash equivalents - money market funds | Amortised cost | FVTPL | 2 |
Classified as held for sale receivables (including cash at bank and short-term deposits) | Amortised cost | Amortised cost | N/A |
Deferred consideration liability | Amortised cost | Amortised cost | N/A |
Deferred consideration liability | FVTPL | FVTPL | 3 |
Acquisition commitments | Amortised cost | Amortised cost | N/A |
Borrowings and payables | Amortised cost | Amortised cost | N/A |
Classified as held for sale borrowings and payables | Amortised cost | Amortised cost | N/A |
1 Changes in fair value to derivatives designated in cash flow hedging relationships, to the extent that the hedge is effective, are taken to the hedging reserve through other comprehensive income. Any ineffectiveness is recognised in profit or loss.
Movements in assets/(liabilities) arising from financing activities:
| As at |
| Interest and |
| As at |
| 1 October |
| other non-cash | Foreign | 31 March |
| 2018 | Cash flow | movements | exchange | 2019 |
| £000 | £000 | £000 | £000 | £000 |
Net cash comprises: |
|
|
|
|
|
Cash and cash equivalents | 78,273 | (49,152) | 605 | (414) | 29,312 |
|
|
|
|
|
|
Analysis of changes in liabilities from financing activities |
|
|
|
|
|
Other financing items - Prepaid bank fees | 848 | 30 | (148) | - | 730 |
Interest payable | (1,358) | 594 | (773) | - | (1,537) |
Acquisition commitments | (272) | 97 | 68 | - | (107) |
Total (liabilities)/assets from financing activities | (782) | 721 | (853) | - | (914) |
14 Borrowings
| Unaudited as at 31 March | Unaudited as at 31 March | Audited as at 30 Sept |
| 2019 | 2018 | 2018 |
| £000 | £000 | £000 |
|
|
|
|
Borrowings - non-current liabilities | - | 110,547 | - |
|
|
|
|
Undrawn available committed facilities | 240,000 | 130,000 | 240,000 |
The Group's principal source of borrowings is provided through a committed bank facility available to the Group until December 2021. On 15 May 2018, the Group repaid its term loans of $100m and £40m, transferring the funding commitment into the existing £130m multi-currency revolving credit facility, increasing the facility to £240m, which was entirely undrawn at 31 March 2019 (30 September 2018: undrawn). There is a further accordion facility of £130m should the Group wish to request it. Drawings under the revolving credit facility bear interest charged at LIBOR plus a margin, the applicable margin being based on the Group's ratio of adjusted net debt to EBITDA.
15 Called up share capital
| Unaudited as at 31 March | Unaudited as at 31 March | Audited as at 30 Sept |
| 2019 | 2018 | 2018 |
| £000 | £000 | £000 |
Allotted, called up and fully paid |
|
|
|
109,244,946 ordinary shares of 0.25p each (March 2018: 109,168,010 ordinary shares of 0.25p each) (September 2018: 109,180,729 ordinary shares of 0.25p each) | 273 | 273 | 273 |
During the period, 64,217 ordinary shares of 0.25p each with an aggregate nominal value of £161 were issued following the exercise of share options granted under the Company's share option schemes for a cash consideration of £482,249.
16 Contingent liabilities
Claims in Malaysia
Four writs claiming damages for libel were issued in Malaysia against the Group and three of its employees in respect of an article published in one of the Group's magazines, International Commercial Litigation, in November 1995. The writs were served on the Group on 22 October 1996. Two of these writs were discontinued. The total outstanding amount claimed on the two remaining writs was Malaysian ringgit 83.4m (£15.5m) at 30 September 2018. As the limitation period for enforcing these claims has passed, the case has closed during this half year.
European Commission Inspection
In January 2018, the European Commission conducted an unannounced inspection at the Brussels office of RISI Sprl (RISI), a wholly-owned subsidiary within the Group, as part of an investigation into the sector of kraft paper and industrial paper sacks in the European Union/European Economic Area. On 10 May 2019, the Group received confirmation that this case has been closed.
17 Related party transactions
The Group has taken advantage of the exemption allowed under IAS 24 'Related Party Disclosures' not to disclose transactions and balances between group companies that have been eliminated on consolidation. Other related party transactions and balances are detailed below:
(i) During the period, the Group expensed services recharged by Daily Mail and General Trust plc (DMGT), and other fellow group companies, as follows:
|
|
|
| Unaudited six months ended 31 March | Unaudited six months ended 31 March | Audited year ended 30 Sept |
|
|
|
| 2019 | 2018 | 2018 |
|
|
|
| £000 | £000 | £000 |
|
|
|
|
|
|
|
Services expensed |
|
|
| 57 | 43 | 64 |
(ii) The Group participates in the Harmsworth Pension Scheme (HPS), a defined benefit scheme operated by DMGT. The Group's share of the HPS surplus is:
|
| Unaudited as at 31 March | Unaudited as at 31 March | Audited as at 30 Sept |
|
| 2019 | 2018 | 2018 |
|
| £000 | £000 | £000 |
|
|
|
|
|
Surplus on defined benefit scheme |
| 1,667 | 91 | 1,937 |
(iii) During the period, the Group provided services to Risk Management Solutions Ltd, a DMGT subsidiary:
|
| Unaudited six months ended 31 March | Unaudited six months ended 31 March | Audited year ended 30 Sept |
|
| 2019 | 2018 | 2018 |
|
| HKD | HKD | HKD |
|
|
|
|
|
Services provided |
| 614,968 | 60,791 | 1,336,936 |
(iv) During the period, the Group provided services to Trepp LLC, a DMGT subsidiary:
|
| Unaudited six months ended 31 March | Unaudited six months ended 31 March | Audited year ended 30 Sept |
|
| 2019 | 2018 | 2018 |
|
| $000 | $000 | $000 |
|
|
|
|
|
Services provided |
| - | 15 | 60 |
(v) During the period, dividends were paid to Directors:
|
| Unaudited six months ended 31 March | Unaudited six months ended 31 March | Audited year ended 30 Sept |
|
| 2019 | 2018 | 2018 |
|
| £000 | £000 | £000 |
|
|
|
|
|
Dividends paid |
| 62 | 158 | 219 |
18 Events after the balance sheet date
On 12 April 2019, EII (Ventures) Limited, a wholly-owned subsidiary of Euromoney Institutional Investor PLC, acquired an additional 17% shareholding in BroadGroup for £0.4m, bringing the Group's total ownership to 66%.
Daily Mail & General Trust plc (DMGT) shareholders approved distribution of DMGT's shares in Euromoney Institutional Investor PLC, amounting to approximately 49% of the issued share capital of the Group, to its participating shareholders, following a review by the DMGT Board. There is no direct accounting impact of the transaction for the Group. The relationship deed entered into between DMGT and the Group in December 2016 has terminated and DMGT's representative Directors on the Board have stepped down. This was effective from 2 April 2019.
Responsibility Statement
We confirm that to the best of our knowledge:
(a) these Condensed Consolidated Financial Statements have been prepared in accordance with IAS 34 'Interim Financial Reporting';
(b) this Half Year Report includes a fair review of the information required by DTR 4.2.7R (indication of important events during the first six months and description of principal risks and uncertainties for the remaining six months of the year); and
(c) this Half Year Report includes a fair review of the information required by DTR 4.2.8R (disclosure of related party transactions and changes therein).
By order of the Board,
Andrew Rashbass
Chief Executive Officer
15 May 2019
Wendy Pallot
Chief Financial Officer
15 May 2019
Independent review report to Euromoney Institutional Investor PLC
Report on the condensed consolidated financial statements
Our conclusion
We have reviewed Euromoney Institutional Investor PLC's condensed consolidated financial statements (the "half year financial statements") in the Half Year Report of Euromoney Institutional Investor PLC for the six month period ended 31 March 2019. Based on our review, nothing has come to our attention that causes us to believe that the half year financial statements are not prepared, in all material respects, in accordance with International Accounting Standard 34 "Interim Financial Reporting" as adopted by the European Union and the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority.
What we have reviewed
The half year financial statements comprise:
· the Condensed Consolidated Statement of Financial Position at 31 March 2019;
· the Condensed Consolidated Income Statement and Condensed Consolidated Statement of Comprehensive Income for the period then ended;
· the Condensed Consolidated Statement of Changes in Equity for the period then ended;
· the Condensed Consolidated Statement of Cash Flows for the period then ended; and
· the explanatory notes to the half year financial statements.
The half year financial statements included in the Half Year Report have been prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting" as adopted by the European Union and the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority.
As disclosed in note 1 to the half year financial statements, the financial reporting framework that has been applied in the preparation of the full annual financial statements of the Group is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union.
Responsibilities for the half year financial statements and the review
Our responsibilities and those of the Directors
The Half Year Report, including the half year financial statements, is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the Half Year Report in accordance with the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority.
Our responsibility is to express a conclusion on the half year financial statements in the Half Year Report based on our review. This report, including the conclusion, has been prepared for and only for the company for the purpose of complying with the Disclosure Guidance and Transparency Rules sourcebook of the United Kingdom's Financial Conduct Authority and for no other purpose. We do not, in giving this conclusion, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.
What a review of half year financial statements involves
We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board for use in the United Kingdom. A review of half year financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures.
A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK) and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
We have read the other information contained in the Half Year Report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the half year financial statements.
PricewaterhouseCoopers LLP
Chartered Accountants
London
15 May 2019
Directors
Executive Directors |
Andrew Rashbass (Chief Executive Officer) |
Wendy Pallot (Chief Financial Officer) |
|
Non-executive Directors |
Jan Babiak §‡ |
Andrew Ballingal (resigned 1 February 2019) |
Kevin Beatty †‡ (resigned 2 April 2019) |
Tim Collier §‡ (resigned 2 April 2019) |
Colin Day § |
Tristan Hillgarth §‡ |
Imogen Joss † |
David Pritchard §†‡ (resigned 28 February 2019) |
Lorna Tilbian † |
Leslie Van de Walle ‡† (Chairman, appointed 1 March 2019) |
|
† member of the Remuneration Committee |
‡ member of the Nominations Committee |
§ member of the Audit Committee |
Governance
Leslie Van de Walle was appointed as independent Non-Executive Chairman with effect from 1 March 2019, David Pritchard having stepped down as Acting Chairman and from the Board on 28 February. Andrew Ballingal stepped down as a director at the AGM held on 1 February. Tim Collier and Kevin Beatty stepped down from the Board on 2 April 2019 in accordance with the shareholder distribution discussed further in the post balance sheet (note 18). The Board subsequently also made several changes to the composition of its committees, reflective of those board changes, and now has a roadmap towards comprehensive compliance with the UK Corporate Governance Code.
Shareholder Information
Financial calendar
2019 half year results announcement | Thursday 16 May 2019 |
Half year dividend ex-dividend date | Thursday 23 May 2019 |
Half year dividend record date | Friday 24 May 2019 |
Payment of 2019 half year dividend | Thursday 20 June 2019 |
Trading update | Thursday 18 July 2019* |
2019 final results announcement | Thursday 21 November 2019* |
Final dividend ex-dividend date | Thursday 28 November 2019* |
Final dividend record date | Friday 29 November 2019* |
Trading update | Tuesday 28 January 2020* |
2020 AGM (approval of final dividend) | Tuesday 28 January 2020* |
Payment of final dividend | Thursday 13 February 2020* |
* Provisional dates and subject to change.
Company Secretary and registered office
Tim Bratton
8 Bouverie Street
London
EC4Y 8AX
England registered number: 954730
Shareholder enquiries
Administrative enquiries about a holding of Euromoney Institutional Investor PLC shares should be directed in the first instance to the Company's registrars, Equiniti:
Telephone: 0371 384 2951 Lines are open 8:30am to 5:30pm (UK time), Monday to Friday, excluding English public holidays.
Overseas Telephone: (00) 44 121 415 0246
A number of facilities are available to shareholders through the secure online site: www.shareview.co.uk.
Advisors
Independent Auditor PricewaterhouseCoopers LLP 1 Embankment Place London WC2N 6RH | Broker UBS 5 Broadgate London EC2M 2QSNumis Securities LimitedThe London Stock Exchange Building10 Paternoster SquareLondonEC4M 7LT | Solicitor Cameron McKenna Nabarro Olswang LLP 78 Cannon Street London EC4N 6AF | Registrars Equiniti Aspect House Spencer Road Lancing West Sussex BN99 6DA |