Tarsus Regulatory News (TRS)

5 Sep 2007 07:00

Tarsus Group PLC05 September 2007 5 September 2007 Tarsus Group plc Interim results for the six months to 30 June 2007 STRONG FIRST HALF PERFORMANCE Tarsus Group plc, the international business-to-business media group withinterests in exhibitions, conferences, publishing and online media is pleased toannounce strong interim results for the six months to 30 June 2007. Financial Highlights (a) Headline Results • Group turnover up 32% to £11.3 million (2006: £8.6 million)• Adjusted profit before tax* up 43% to £1.2 million (2006: £0.8 million)• Adjusted EPS up 22% to 1.5p* (2006: 1.3p)• Interim dividend increased by 20% to 1.5 pence (2006: 1.25 pence)• Like-for-like revenue* growth of 12%• Like-for-like profit before tax* growth of 26%• Continuing strong operating cash flow of £3.3 million (2006: £1.9 million)• At constant currencies revenue and adjusted profit before tax would have been up a further £0.5 million and £0.2 million respectively (b) Statutory Results • Profit before tax down 1% to £0.7 million (2006: £0.7 million, including £0.2 million profit on disposal)• Basic EPS down 27% to 0.9p (2006: 1.3p) Operational Highlights • Contracted revenue for the year to date at 86% (2006: 80%) of our full-year forecast.• Medical business performed extremely well with good forward momentum.• Continued good progress in France and from our online portfolio.• Solid performance from our US clothing division. Neville Buch, Chairman of Tarsus, said: "We have made strong progress in the first half. Our four main drivers of growthin the second half - Labelexpo in Brussels, the MCII medical division, ourFrench portfolio and our Off-Price clothing division - are all on track todeliver record results. Contracted revenue for the year to date is already at86% of our full year forecast (2006: 80%), giving high revenue visibility. Weare confident that 2007 will be an excellent year for Tarsus". Glossary * Adjusted profit before tax: Calculated using profit before tax adjusted for share option charges,amortisation of intangible assets, minority interests' share of (profits)/losses, taxation on joint ventures and the impact of profit on disposal ofintangible assets. Adjusted EPS: Calculated using profit after tax attributable to equity shareholders adjustedfor share option charges, amortisation charges and excludes profit on disposalof intangible assets. Like-for like revenue and profit before tax: Calculated at constant exchange rates after excluding acquisitions impacting forthe first time in 2007 and non-recurring products and items. For further information please contact: Tarsus Group plc:Douglas EmslieGroup Managing Director: Tel. 020 8846 2700 Media:Matthew MothMadano Partnership Tel. 020 7593 4000 Investor RelationsNeville HarrisIRFocus Tel. 020 7593 4215 CHAIRMAN AND MANAGING DIRECTOR'S STATEMENT INTRODUCTION The first half of 2007 has been another period of excellent progress for Tarsuswith our established products having again performed well. RESULTS Group revenue was £11.3 million (2006: £8.6 million) an increase of 32%, withunderlying like-for-like growth of 12%. Profit before tax was £0.7 million (2006: £0.7 million, including £0.2 millionprofit on disposal). Adjusted profit before tax was £1.2 million (2006: £0.8million) with like-for-like growth of 26%. At constant currencies revenue and adjusted profit before tax would have been upa further £0.5 million and £0.2 million respectively. Basic earnings per share were 0.9p (2006: 1.3p) as a result of increasedamortisation and interest charges resulting from the MCII acquisition. Adjustedearnings per share were 1.5p (2006: 1.3p). Operating cash flow continued to be very strong with £3.3 million generated inthe period (2006: £1.9 million). Given the good first half performance and our confidence in the medium-termoutlook for the Group, your directors are proposing an interim dividend of 1.5pper share, an increase of 20%. The interim dividend will be paid on 7 November2007 to Shareholders on the Register of Members of the Company on 14 September2007. We will continue to offer a scrip alternative. OPERATING REVIEW USA Europe Emerging Markets£ million 2006 2007 2006 2007 2006 2007Revenue 2.9 3.8 +33% 5.1 6.9 +35% 0.6 0.6Adjusted profit 0.9 1.2 +36% 0.4 0.8 +79% 0.0 0.1before tax United States In the first half, the US division performance was very pleasing with adisciplined sales approach delivering revenues and adjusted profit before taxincreases of 33% and 36% respectively. While the February Off-price showperformed well, with like-for-like revenues up by 3%, the strong growth wasprimarily due to the inclusion of the Orlando medical event following theacquisition of MCII in November 2006. This event was significantly ahead of theprior year with revenues up by 113%. Since the period end, the second medical event of the year has taken place inChicago and has also demonstrated strong growth with revenues 51% ahead of theequivalent show last year. The largest medical event of the year - in Las Vegasin December - will be bolstered by the expansion of existing educationalprogrammes covering both sports and aesthetic medicines. Also since the periodend, the August Off-Price show has taken place in Las Vegas. Revenues rose by anencouraging 8% - the highest rate of growth since the February 2005 show. Europe In the first half, revenues and adjusted profit before tax rose by 35% and 79%respectively. While the underlying performance of the Group's exhibitions wasgood, the principal reason for the strong increase was the rescheduling of thefacilities management show Proseg from October to June. This show, purchased bythe Group in October 2006 performed well, with revenues up by 10% despite areduced lead-in time. In France, the Group is benefiting from the progressive transitioning of theportfolio towards larger and more profitable events and, with an encouragingtrading environment, the Group has today announced a further expansion of theportfolio with the acquisition of two leading clothing accessories and footwearevents, Modamont and Midec. The outlook for the larger events in the second half of this year is verypromising. Contracted sales for Heavent, IP Convergence and Educatec are allwell ahead of the previous editions (at the same point in time), while thelargest event in the portfolio - Labelexpo Europe in Brussels later this month- is on track to produce revenue growth of approximately 10% compared with the2005 event. M&A activity in the sector has slowed volume growth which has been compensated for by a significant increase in the number of new exhibitingcompanies and exhibitors directing more of their promotional spend towardsrelated marketing initiatives. In the UK, our online business Caroo grew strongly with revenues up by 30% to£0.8million. In July the Group announced the acquisition of the US-based websiteCVBhotrates.com which will be integrated with Caroo's existing portfolio ofwebsites designed specifically to help the conference/exhibition/eventsindustries to source products and services. Emerging Markets There were four events in the first half. Two Label Summits in India and Braziland two events in China - Tunnel China and the travel show COTTM. The labelsummits were both second iterations after Mumbai in 2006 and Sao Paolo in 2005and showed good progress. As a result of our positive Indian experiences, we have further expanded ourexposure to this exciting market by acquiring a strategic stake in MontgomeryExhibitions India Limited which owns three exhibitions in India. Tunnel China was the first Chinese event held in conjunction with Intex, whileCOTTM achieved its target of reaching profitability in its third year. Secondhalf events are China focused, including Labelexpo Asia being held in Shanghai,which is experiencing strong growth. OUTLOOK Our more established products in the clothing and labelling sectors continue todemonstrate solid growth. Our reconfigured French portfolio is trading well andis enabling us to expand with confidence. The acquisition of MCII has got off toa very strong start and has great potential. We are continuing to expand ouremerging markets portfolio and see great opportunities in both China and India.Our acquisition announced today in France will be earnings enhancing in 2008. We have made strong progress in the first half. Our four main drivers of growthin the second half - Labelexpo in Brussels, the MCII medical division, ourFrench portfolio and our Off-Price clothing division - are all on track todeliver record results. Contracted revenue for the year to date is already at86% of our full year forecast (2006: 80%), giving high revenue visibility. Weare confident that 2007 will be an excellent year for Tarsus. Neville Buch Douglas EmslieChairman Group Managing Director CONDENSED CONSOLIDATED INTERIM INCOME STATEMENT For the six months ended 30 June Notes 2007 2006 £000 £000 Group revenue 7 11,330 8,594 Operating costs (10,196) (7,867) --------- --------- Group operating profit 1,134 727 Share of profit of joint venture (post tax) 151 179 Interest receivable 3 14 Interest payable and other financial expenses (553) (174) --------- ---------Profit before taxation 735 746 Taxation expense 9 (147) (122) --------- --------- Profit for the financial period 588 624 ========= ========= Profit for the financial period attributable to equityshareholders of the parent company 554 677 Profit/(loss) for the financial period attributable tominority interests 34 (53) --------- --------- 588 624 ========= ========= Notes 2007 2006 Earnings per share (pence) 10- basic 0.9 1.3- diluted 0.9 1.2 CONDENSED CONSOLIDATED INTERIM STATEMENT OF RECOGNISED INCOME AND EXPENSEFor the six months ended 30 June 2007 2006 £000 £000 Foreign exchange translation differences 301 (415) --------- --------- Net profit/(loss) recognised directly in equity 301 (415) Profit for the financial period 588 624 --------- --------- Total recognised income and expense for the period 889 209 ========= ========= Attributable to:Equity holders of the parent company 855 262Minority interest 34 (53) --------- --------- Total recognised income and expense for the period 889 209 ========= ========= CONDENSED CONSOLIDATED INTERIM BALANCE SHEET Notes 30 June 30 June 31 December 2007 2006 2006 £000 £000 £000 Unaudited Unaudited Audited NON-CURRENT ASSETSProperty, plant and equipment 529 389 556Intangible assets 11 57,601 28,930 57,124Interests in joint ventures 488 530 437Other investments 534 - 65Deferred tax assets 1,833 1,359 2,525 --------- ---------- ---------- 60,985 31,208 60,707CURRENT ASSETS --------- ---------- ----------Trade and other receivables 11,191 7,946 10,271Cash and cash equivalents 877 779 907 --------- ---------- ---------- 12,068 8,725 11,178 CURRENT LIABILITIES --------- ---------- ----------Trade and other payables (7,325) (7,303) (9,501)Deferred income (13,586) (10,029) (9,370)Provisions (43) (118) (43)Bank overdrafts (2,275) (3,664) (402)Interest bearing loans andborrowings (3,261) (1,876) (2,858)Liabilities for current tax (1,578) (828) (2,656) --------- ---------- ---------- (28,068) (23,818) (24,830) --------- ---------- ---------- NET CURRENT LIABILITIES (16,000) (15,093) (13,652) --------- ---------- ---------- TOTAL ASSETS LESS CURRENTLIABILITIES 44,985 16,115 47,055 NON-CURRENT LIABILITIES --------- ---------- ----------Other payables (2,960) (62) (2,980)Deferred tax liability (3,089) (791) (3,327)Interest bearing loans andborrowings (12,171) (3,276) (13,457) --------- ---------- ---------- (18,220) (4,129) (19,764) --------- ---------- ---------- NET ASSETS 26,765 11,986 27,291 ========= ========== ========== EQUITYShare capital 12 3,037 2,677 2,945Share premium account 12 45,187 33,911 44,348Reserves 12 (2,030) (1,785) (2,331)Retained earnings 12 (19,689) (22,710) (17,897) --------- ---------- ---------- Issued capital and reservesattributable to equity holders ofthe parent 26,505 12,093 27,065 MINORITY INTEREST 12 260 (107) 226 --------- ---------- ---------- TOTAL EQUITY 26,765 11,986 27,291 ========= ========== ========== CONDENSED CONSOLIDATED INTERIM CASH FLOW STATEMENTFor the six months ended 30 June 2007 2006 £000 £000Cash flows from operating activitiesProfit for the period 588 624Adjustments for:Depreciation 125 81Amortisation 297 76Loss on disposal of fixed assets 5 -Profit on disposal of intangible fixed assets - (242)Share option charge 142 153Share of operating profit in joint venture (151) (179)Taxation charge 147 122Net interest 550 160 --------- ---------- Operating cashflow before changes in working capital andprovisions 1,703 795 Decrease in trade and other receivables 408 587Increase in current trade and other payables 1,187 496Decrease in provisions - (13) --------- ---------- Cash generated from operations 3,298 1,865 Interest paid (593) (199)Income taxes paid (1,647) (462) --------- ----------Net cash from operating activities 1,058 1,204 --------- ---------- Cash flows from investing activitiesInterest received 3 14Proceeds from sale of intangible fixed assets - 651Acquisition of property, plant and equipment (76) (98)Acquisition of subsidiaries, net of cash acquired - (573)Acquisition of intangible fixed assets (710) (195)Acquisition of investments (469) -Contingent consideration paid (50) -Deferred consideration (paid)/received (352) 30 --------- ---------- Net cash outflow from investing activities (1,654) (171) --------- ---------- Cash flows from financing activitiesRepayment of borrowings (614) (586)Proceeds from the issue of share capital 719 111Cost of share issue (14) (9)Dividends paid (1,398) (1,087) --------- ---------- Net cash outflow from financing activities (1,307) (1,571) --------- ---------- Net decrease in cash and cash equivalents (1,903) (538)Opening cash and cash equivalents 505 (2,347) --------- ----------Closing cash and cash equivalents (1,398) (2,885) --------- ---------- NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS 1. REPORTING ENTITY Tarsus Group plc (the "Company") is a company domiciled in the United Kingdom.The condensed consolidated interim financial statements of the Company as at andfor the six months ended 30 June 2007 comprise the Company and its subsidiaries(together referred to as the "Group") and the Group's interest in jointlycontrolled entities. The consolidated financial statements of the Group as at and for the year ended31 December 2006 are available upon request from the Company's registered officeat Metro Building, 1 Butterwick, London W6 8DL. 2. STATEMENT OF COMPLIANCE These condensed consolidated interim financial statements have been prepared inaccordance with International Financial Reporting Standards (IFRS) IAS 34Interim Financial Reporting. They do not include all of the information requiredfor full annual financial statements, and should be read in conjunction with theconsolidated financial statements of the Group as at and for the year ended 31December 2006. The interim financial information was approved by a duly appointed andauthorised committee of the Board of Directors on 5 September 2007. The interimfinancial information is unaudited but has been reviewed by the auditors as setout in their report. 3. SIGNIFICANT ACCOUNTING POLICIES The accounting policies applied by the Group in these condensed consolidatedfinancial statements are the same as those applied by the Group in itsconsolidated financial statements as at and for the year ended 31 December 2006. 4. ESTIMATES The preparation of consolidated interim financial statements requires managementto make judgments, estimates and assumptions that affect the application ofaccounting policies and the reported amounts of assets and liabilities, incomeand expense. Actual results may differ from these estimates. In preparing these condensed consolidated interim financial statements, thesignificant judgements made by management in applying the Group's accountingpolicies and the key sources of estimation uncertainty were the same as thosethat applied to the consolidated financial statements as at and for the yearended 31 December 2006. 5. FINANCIAL RISK MANAGEMENT The Group's financial risk management objectives and policies are consistentwith that disclosed in the consolidated financial statements as at and for theyear ended 31 December 2006. 6. PROFIT AND LOSS ANALYSIS The following analysis illustrates the performance of the Group's activities,and reconciles the Group's profit, as shown in the interim income statement, toadjusted profits. Adjusted profit is presented to provide a better indication ofoverall financial performance and to reflect how the business is managed andmeasured on a day-to-day basis. The adjusted profit excludes share optioncharges, amortisation of intangible assets, minority interests' share of(profits)/losses, taxation on joint ventures and the impact of profit ondisposal of intangible asssets. Six months Six months to 30 June to 30 June 2007 2006 £000 £000 Profit for the financial period after taxation 588 624Add back:Taxation charge 147 122 ----------- ------------ 735 746Add back:Charge for share options 142 153Amortisation charge 297 76Minority's share of losses - 53Taxation on joint ventures 51 47Deduct:Profit on disposal - (242)Minority's share of profits (34) - ----------- ------------Adjusted profit before tax 1,191 833 ----------- ------------ 7. SEGMENTAL ANALYSIS Primary segment As at 30 June 2007, the Group is organised into three main business segments -Europe, USA and Emerging Markets. These segments are the basis on which theGroup reports its primary segment information. The main activities of all segments are the production of exhibitions,conferences, magazines, directories, and online media. The following table sets out the revenue and profit information and certainassets and liability information for the Group's geographical segments: Six months ended 30 June 2007 Europe USA Emerging Central Group £000 £000 Markets costs £000 £000 £000 Revenue 6,944 3,811 575 - 11,330 ------- -------- -------- -------- --------Profit/(loss) from operatingactivities 582 1,240 85 (773) 1,134Net financing costs - - - (550) (550)Share of profit from jointventures 151 - - - 151Deduct minority interest profit - (34) - - (34) ------- -------- -------- -------- --------Profit/(loss) before tax afterminority interest 733 1,206 85 (1,323) 701Amortisation of intangible assets - - - 297 297Cost of share options - - - 142 142Taxation on joint ventures 51 - - - 51 ------- -------- -------- -------- --------Adjusted profit before tax* 784 1,206 85 (884) 1,191 ======= ======== ======== ======== ======== Six months ended 30 June 2006 Europe USA Emerging Financing Group £000 £000 Markets costs £000 £000 £000 Revenue 5,158 2,862 574 - 8,594 ------- -------- -------- -------- -------- Profit/(loss) from operatingactivities 391 900 1 (565) 727Net financing costs - - - (160) (160)Share of profit from jointventures 179 - - - 179Add back/deduct minorityinterest loss/(profit) 64 (11) - - 53 ------- -------- -------- -------- -------- Profit/(loss) before tax afterminority interest 634 889 1 (725) 799Amortisation of intangibleassets - - - 76 76Cost of share options - - - 153 153Profit on disposal (242) - - - (242)Taxation on joint ventures 47 - - - 47 ------- -------- -------- -------- --------Adjusted profit before tax* 439 889 1 (496) 833 ======= ======== ======== ======== ======== * Adjusted profit before tax represents Group profit before tax excluding shareoption charges, amortisation of intangible assets, minority interests' share of(profits)/losses, taxation on joint ventures and the impact of profit on thedisposal of intangible asssets.. This is the same measure as given in note 6. 8. REVENUE AND COST RECOGNITION Revenue and cost on events are recognised when an event is completed. Most ofthe Group's major 2007 exhibitions take place in the second half of the year.Revenue for future events of £13,586,000 is included in current liabilities,£12,682,000 of which relates to events to occur in 2007 and the balance toevents in 2008. 9. INCOME TAX EXPENSE The taxation charge for the six months ended 30 June 2007 is based on theestimated effective tax rate of 20% (2006: 20%) for the year ending 31 December2007. 10. EARNINGS PER SHARE Six months Six months to 30 June to 30 June 2007 2006Basic earnings per share (pence) 0.9 1.3Diluted earnings per share (pence) 0.9 1.2Adjusted earnings per share (pence) 1.5 1.3Adjusted diluted earnings per share (pence) 1.5 1.2 Basic earnings per share The basic earnings per share has been calculated on profits after taxattributable to ordinary shareholders for the six months of £554,000 (June 2006:£677,000) and 59,424,293 (June 2006: 53,347,147) ordinary shares being theweighted average number of shares in issue during the period. Diluted earnings per share The diluted earnings per share has been calculated on profits after taxattributable to ordinary shareholders for the six months of £554,000 (June 2006:£677,000) and 61,127,165 (June 2006: 55,743,884) ordinary shares being thediluted weighted average number of shares in issue during the period. Adjusted earnings per share The adjusted earnings per share has been calculated on profits after taxattributable to ordinary shareholders, adjusted to add back share optioncharges, amortisation and the impact of profit on disposal of intangible assets,of £905,000 (June 2006: £669,000) and 59,424,293 (June 2006: 53,347,147)ordinary shares being the weighted average number of shares in issue during theperiod. Adjusted diluted earnings per share The adjusted diluted earnings per share has been calculated on profits after taxattributable to ordinary shareholders, adjusted to add back share optioncharges, amortisation and the impact of profit on disposal of intangible assets,of £905,000 (June 2006: £669,000) and 61,127,165 (June 2006: 55,743,884)ordinary shares being the diluted weighted average number of shares in issueduring the period. Weighted average number of ordinary shares (diluted): Six months Six months to 30 June to 30 June 2007 2006Weighted average number of ordinary shares 59,424,293 53,347,147Effect of share options 1,702,872 2,396,737 ---------- -----------Weighted average number of ordinary shares (diluted) 61,127,165 55,743,884 ========== =========== Actual shares in issue at 5 September 2007: 60,786,344 11. INTANGIBLE FIXED ASSETS Goodwill Trademarks and Total Lists £000 £000 £000Cost:At 1 January 2007 46,237 11,109 57,346Additions 950 - 950Foreign exchange adjustments (176) - (176) ------------ ----------- -----------At 30 June 2007 47,011 11,109 58,120 ============ =========== =========== Amortisation:At 1 January 2007 - 222 222Amortisation charge - 297 297 ------------ ----------- -----------At 30 June 2007 - 519 519 ============ =========== =========== Net book values: ------------ ----------- -----------At 30 June 2007 47,011 10,590 57,601 ============ =========== =========== ------------ ----------- ----------- At 31 December 2006 46,237 10,887 57,124 ============ =========== =========== 12. RECONCILIATION OF MOVEMENTS IN EQUITY Share Share Minority Capital Retained Foreign Total capital premium interest redemption earnings exchange account reserve reserves £000 £000 £000 £000 £000 £000 £000As at 30 June 2007:Profitattributabletoshareholders - - - - 554 - 554Recognisedforeignexchangeprofits forthe period - - - - - 301 301 ------- ------- ------- -------- ------- ------- ------- - - - - 554 301 855Scrip dividend 5 221 - - - - 226New sharecapitalsubscribed 87 632 - - - - 719Cost of sharesissued - (14) - - - - (14)Share optioncharge - - - - 142 - 142Movement indeferred tax - - - - (865) - (865)Dividend paid - - - - (1,623) - (1,623)Minorityinterestprofit for theperiod - - 34 - - - 34 ------- ------- ------- -------- ------- ------- -------Net change inshareholders'funds 92 839 34 - (1,792) 301 (526)Opening equityshareholders'funds 2,945 44,348 226 (443) (17,897) (1,888) 27,291 ------- ------- ------- -------- ------- ------- -------Closing equityshareholders'funds 3,037 45,187 260 (443) (19,689) (1,587) 26,765 ======= ======= ======= ======== ======= ======= ======= As at 30 June 2006:Profitattributabletoshareholders - - - - 677 - 677Recognisedforeignexchangelosses for theperiod - - - - - (415) (415) ------- ------- ------- -------- ------- ------- ------- - - - - 677 (415) 262Scrip dividend 3 113 - - - - 116New sharecapitalsubscribed 11 100 - - - - 111Cost of sharesissued - (9) - - - (9)Share optioncharge - - - - 153 - 153Movement indeferred tax - - - - (147) - (147)Dividend paid - - - - (1,203) - (1,203)Acquisition ofminority'sshare ofsubsidiary - - 224 - - - 224Minorityinterest lossfor the period - - (53) - - - (53) ------- ------- ------- -------- ------- ------- -------Net change inshareholders'funds 14 204 171 - (520) (415) (546)Opening equityshareholders'funds 2,663 33,707 (278) (443) (22,190) (927) 12,532 ------- ------- ------- -------- ------- ------- -------Closing equityshareholders'funds 2,677 33,911 (107) (443) (22,710) (1,342) 11,986 ======= ======= ======= ======== ======= ======= ======= DIVIDENDS The following dividends were paid and proposed by the Group: For the six months ended 30 June 2007 2006 £000 £000Dividend paid2006/2005 final dividend (2.75p/2.25p per share) 1,325 1,203 ========== ========== Dividend proposedDividend proposed in the period (1.5p/1.25p per share) 912 669 ========== ========== 13. LOANS AND BORROWINGS Loans and borrowings (non-current and current) of £614,000 were repaid duringthe six months ended 30 June 2007 (30 June 2006: £586,000; 31 December 2006: netdrawdown £11,088,000). 14. SHARE BASED PAYMENTS The Group's management awards share options to directors and employees, fromtime to time, on a discretionary basis. During the six months ended 30 June2007, the Group awarded 362,000 (year ended 31 December 2006: 940,605) shareoptions under the Group's share incentive plan. The fair value of each of the options awarded was 58p per share. 15. RELATED PARTIES Directors of the company control 21.73% (31 December 2006: 24.4%) of the votingshares of the company. Executive officers also participate in the Group's share option programme. 16. POST BALANCE SHEET EVENT On 12 July 2007, Tarsus entered into an agreement with Donovan Shia to acquireDMS Group LLC which owns and operates the US-based website www.CVBHotRates.comfor an initial consideration of $0.5 million with a total further considerationof up to $1.1 million. The CVBHotRates website is a leading brand in therapidly-growing global meetings and events industry. It provides a unique andfast service for event planners to find and book venues. On 5 September 2007, Tarsus entered into an agreement with the FederationFrancaise de la Chaussure to acquire 100% of SEPIC SAS. SEPIC owns and operatesthe Mod'Amont and Midec exhibitions in Paris. Mod'Amont is the leadinginternational exhibition for clothing accessories. It is held each February andSeptember and is co-located with the leading international textile exhibition,PremierVision. Midec, is the leading French shoe exhibition and is also held inFebruary and September each year in Paris. Total consideration was €13.5 million(approximately £9.1 million), in addition, Tarsus has agreed to sell certainassets - predominantly a freehold property - simultaneously back to the vendorsfor a consideration of €4.2 million (approximately £2.8 million). INDEPENDENT REPORT ON REVIEW OF CONDENSED CONSOLIDATED INTERIM FINANCIALINFORMATION INTRODUCTION We have been instructed by the company to review the financial information forthe six months ended 30 June 2007 which comprises the condensed consolidatedinterim income statement, the condensed consolidated interim statement ofrecognised income and expense, the condensed consolidated interim balance sheet,the condensed consolidated interim cash flow statement and the related notes. Wehave read the other information contained in the interim report and consideredwhether it contains any apparent misstatements or material inconsistencies withthe financial information. This report is made solely to the company in accordance with the terms of ourengagement. Our review has been undertaken so that we might state to the companythose matters we are required to state to it in this report and for no otherpurpose. To the fullest extent permitted by law, we do not accept or assumeresponsibility to anyone other than the company for our review work, for thisreport, or for the conclusions we have reached. DIRECTORS' RESPONSIBILITIES The interim report, including the financial information contained therein, isthe responsibility of, and has been approved by, the directors. The directorsare responsible for preparing the interim report in accordance with the ListingRules of the Financial Services Authority which require that the accountingpolicies and presentation applied to the interim figures should be consistentwith those applied in preparing the preceding annual accounts except where anychanges, and the reasons for them, are disclosed. REVIEW WORK PERFORMED We conducted our review in accordance with guidance contained in Bulletin 1999/4issued by the Auditing Practices Board for use in the United Kingdom. A reviewconsists principally of making enquiries of group management and applyinganalytical procedures to the financial information and underlying financial dataand based thereon, assessing whether the accounting policies and presentationhave been consistently applied unless otherwise disclosed. A review excludesaudit procedures such as tests of controls and verification of assets,liabilities and transactions. It is substantially less in scope than an auditperformed in accordance with United Kingdom Auditing Standards and thereforeprovides a lower level of assurance than an audit. Accordingly we do not expressan audit opinion on the financial information. REVIEW CONCLUSION On the basis of our review we are not aware of any material modifications thatshould be made to the financial information as presented for the six monthsended 30 June 2007. PKF (UK) LLP5 September 2007 London, UK This information is provided by RNS The company news service from the London Stock Exchange