Informa PLC 2024 Half-Year Results
24 July 2024
Operating Performance, Expansion
and Balance Sheet Strength
Full year guidance increased,
recommended offer for Ascential and credit rating
upgrade
Informa (LSE: INF.L), the
international B2B Events, B2B Digital Services
and Academic Markets Group today published
half year results for 2024, delivering underlying operating profit
growth of 18.8%, revenue growth of 11% and dividend growth of 10%,
thereby increasing full year guidance. Separately, the Group today
announced a recommended cash offer for Ascential plc.
Stephen A. Carter, Group Chief Executive,
Informa PLC, said:
"As the
world digitises at pace, our brands, our content and our market
positions are becoming more valuable. This is moving Informa into a
faster growth lane for performance, expansion and returns, as
demonstrated by our full year target of up to £1bn of adjusted
operating profit and today's recommended offer for Ascential
plc."
2024 Half Year Results…
· Double-digit
underlying growth: Underlying revenue growth of 11.0% and underlying adjusted
operating profit growth of 18.8% in H1 2024, reflecting further
strong growth in B2B Markets businesses (Informa Markets, Informa
Connect and Informa Tech) and accelerating growth in Academic
Markets;
· Double-digit reported
growth: On a reported basis, Informa delivered double-digit growth in
Revenues (+11.5% to £1,695.3m), Adjusted Operating Profit (+12.9%
to £466.9m) and Free Cash Flow (+27.1% to £285.5m);
· Increased 2024 full
year guidance: Underlying growth,
international expansion and AI partnerships lead to a further
increase in 2024 full year guidance. Results now expected to be
above the top-end of the guidance range, including double-digit
underlying revenue growth and an ambition to deliver adjusted
operating profit of up to £1bn;
· Higher operating
margin: Adjusted operating margin
increased to 27.5% (H1 2023: 27.2%). Continuing conversion of
revenues to profits supports further margin expansion across the
full year;
· Growth in adjusted
earnings: Adjusted Diluted Earnings per Share +5.8% to 23.8p (H1 2023:
22.5p), with underlying growth balanced by currency movements,
biennial phasing, interest costs, tax rates and a step up in
non-controlling interests;
· Further statutory
performance: H1 2024 statutory revenue of £1,695.3m (H1 2023: £1,520.5m),
statutory operating profit of £262.9m (H1 2023: £298.9m) and
statutory diluted EPS of 10.8p (H1 2023: 17.9p);
· Balance sheet
strength: Operating performance,
free cash flow growth and capital allocation discipline reflected
in enhanced credit ratings, with Moody's, S&P Global and Fitch
upgrading to Baa2, BBB and BBB respectively.
Recommended Offer for Ascential
plc
· Recommended offer at
568p in cash: As detailed in a separate 2.7 statement, Informa has
announced a recommended offer for Ascential plc, the owner of the
Lions and Money20/20 businesses, for £1.2bn in cash;
Momentum and Growth in all
divisions…
· Informa
Markets…Further strong growth: Increasing demand for high quality connections and live B2B
experiences delivering volume and value growth (12.9% underlying
revenue growth in H1), supported by investment in enhanced customer
experience and value-added digital services;
· Informa Connect…Growth
and expansion: Investment in first
party data, customer value and event festivalisation driving
improved customer retention, higher yields and consistent strong
growth (6.5% underlying revenue growth in H1). Addition of Tarsus
and Winsight portfolios have added scale and further depth in the
Anti-Aging & Aesthetics
and FoodService
sectors;
· TechTarget…Continuing
combination progress: Proposed
combination of Informa Tech's Digital Businesses (Industry Dive, Omdia, Canalys, NetLine
and the Digital Media
Brands) with NASDAQ-listed TechTarget on track to complete
in Q4 2024, with preliminary SEC proxy statement filed and
combination planning well advanced;
· Taylor &
Francis…Accelerated growth: Continuing growth in Open Research combined with robust
performance in Pay-to-Read products (Subscription renewals,
Advanced Learning) is delivering continuing underlying revenue
growth, which is further boosted by AI partnership revenues (7.5%
underlying revenue growth in H1);
· Informa
Group…Internationalisation and growth: Breadth and depth in fast-growth economies delivering revenue
acceleration through geo-adaptations and new event launches, with
particular strength in the IMEA region (India, Middle East and
Africa);
· AI
partnerships…Further momentum: Value of unique specialist content reflected in Partnership
and Data Access agreements with AI technology leaders; second major
partnership secured, taking AI-related revenues to $75m+ in 2024;
commitment to reinvest up to one third of 2024 AI partnership
profit into accelerated Technology, Open Research and AI product
development, including specialised expert agents based on our
unique content.
Strong Shareholder
Returns…
· Free cash flow
strength: Strong cash conversion
providing flexibility to reinvest in organic growth initiatives and
inorganic expansion, with consistently strong shareholder
returns;
· Strong shareholder
returns: Share buybacks of £339m
completed in the first half, additional cash returns in July from
payment of 2023 Final Dividend of 12.2p per share or
£164m;
· Continuing dividend
growth1: Strong
underlying performance supports consistent dividend growth, with
the interim dividend increased 10.3% year-on-year to
6.4p;
· Ongoing share buybacks
in 2024: Share Buyback Programme
further extended in May, c.£420m completed to 23 July and over
£1.45bn returned via buybacks since the divestment of our
Intelligence portfolio in 2022;
· Review of retained
investments: We are currently
reviewing our portfolio of retained minority investments to
determine the best route to unlock value from these interests. This
follows strong operating performances and expressions of interest
from third parties.
1In this report, we refer to non-statutory measures, as
defined in the Glossary on page 59.
Enquiries
|
|
|
Stephen A.
Carter, Group Chief Executive
|
+44 (0) 20 8052 0400
|
Gareth Wright, Group Finance Director
|
+44 (0) 20 8052 0400
|
Richard Menzies-Gow,
Director of IR & Communications
|
+44 (0) 20 8052 2787
|
Tim Burt / Anthony Di
Natale - Teneo
|
+44 (0) 7583 413254 / +44 (0) 7880
715975
|
|
|
| |
2024 H1 Financial
Summary
|
H1
2024
|
H1
2023
|
Reported
|
Underlying2
|
|
£m
|
£m
|
%
|
%
|
Revenue
|
1,695.3
|
1,520.5
|
11.5
|
11.0
|
Statutory operating
profit
|
262.9
|
298.9
|
|
|
Adjusted operating
profit3
|
466.9
|
413.5
|
12.9
|
18.8
|
Adjusted operating margin
(%)3
|
27.5
|
27.2
|
|
|
Statutory profit before
tax
|
237.4
|
314.6
|
|
|
Adjusted profit before
tax3
|
441.2
|
416.3
|
|
|
Statutory diluted earnings per
share (p)
|
10.8
|
17.9
|
|
|
Adjusted diluted earnings per
share (p)3
|
23.8
|
22.5
|
5.8
|
|
Cash flow from operating
activities3
|
285.4
|
188.6
|
|
|
Free cash
flow3
|
285.5
|
224.6
|
27.1
|
|
Net debt (incl.
Leases)3
|
1,712.6
|
1,214.1
|
|
|
Dividend per share (p)
|
6.4
|
5.8
|
10.3
|
|
2024 H1 Divisional
Highlights
|
|
|
H1
2024
|
H1
2023
|
Reported
|
Underlying2
|
|
£m
|
£m
|
%
|
%
|
Informa Markets
|
|
|
|
|
Revenue
|
838.3
|
760.8
|
10.2
|
12.9
|
Statutory operating profit /
(loss)
|
176.9
|
133.8
|
32.2
|
|
Adjusted operating
profit3
|
274.8
|
238.1
|
15.4
|
24.5
|
Adjusted operating
margin3 (%)
|
32.8
|
31.3
|
|
|
Informa Connect
|
|
|
|
|
Revenue
|
328.3
|
278.7
|
17.8
|
6.5
|
Statutory operating profit /
(loss)
|
24.9
|
18.1
|
37.6
|
|
Adjusted operating
profit3
|
67.4
|
60.7
|
11.0
|
6.7
|
Adjusted operating
margin3 (%)
|
20.5
|
21.8
|
|
|
Informa Tech
|
|
|
|
|
Revenue
|
227.6
|
197.6
|
15.2
|
15.5
|
Statutory operating profit /
(loss)
|
(10.8)
|
87.4
|
n/a
|
|
Adjusted operating
profit3
|
30.3
|
27.6
|
9.8
|
15.6
|
Adjusted operating
margin3 (%)
|
13.3
|
14.0
|
|
|
Taylor & Francis
|
|
|
|
|
Revenue
|
301.1
|
283.4
|
6.2
|
7.5
|
Statutory operating profit /
(loss)
|
71.9
|
59.6
|
20.6
|
|
Adjusted operating
profit3
|
94.4
|
87.1
|
8.4
|
13.6
|
Adjusted operating
margin3 (%)
|
31.4
|
30.7
|
|
|
|
|
|
|
| |
2In this document we refer to Statutory (Reported) and
Underlying results. Underlying figures are adjusted for
acquisitions and disposals, the phasing of events including
biennials, the impact of changes from new accounting standards and
accounting policy changes, and the effects of currency. It
includes, on a pro-forma basis, results from acquisitions from the
first day of ownership in the comparative period and excludes
results from disposals from the date of disposal in the comparative
period. Statutory figures exclude such adjustments. Alternative
performance measures are detailed in the Glossary.
3In this document we also refer to Statutory (Reported) and
Adjusted results, as well as other non-statutory financial
measures. Adjusted results are prepared to provide an alternative
measure to explain the Group's performance. Adjusted results
exclude adjusting items as set out in Note 4 to the Condensed
Consolidated Financial Statements. Operating Cash Flow, Free Cash
Flow, Net Debt and other non-statutory measures are detailed in the
Financial Review and Glossary. This is consistent with prior
periods.
Trading Outlook
Informa's strategy to internationalise and focus its
businesses on structurally growing specialist sectors and niche
subject categories is serving the company well. Notwithstanding the
uncertainty caused by ongoing conflict, national elections and
macro-economic headwinds, the execution of our strategy combined
with our investment in first party data, digital platforms and
customer experience, is delivering strong operating
momentum.
Further increase to 2024 Full Year
Guidance
Strong underlying performances in
all of Informa's businesses through the first half of 2024,
combined with good forward visibility and AI partnerships have led
to a further increase in full year expectations.
Across our B2B Markets businesses
(Informa Markets, Informa Connect,
Informa Tech), we are now targeting double digit aggregate
underlying revenue growth and higher adjusted operating margins.
Similarly, in Academic Markets (Taylor & Francis), the addition of
further AI partnerships is expected to take AI partnership revenues
to $75m+ in 2024. This will increase total divisional underlying
revenue growth to a double-digit percentage, comprising underlying
operational growth of c.4% and an additional c.10% from
AI-partnerships.
We continue to invest in first
party data, enhancing our digital platforms and improving
customer/author experience through automation, simplification and
high value services. Informa will be reinvesting up to one third of
the AI-partnership profits in Taylor & Francis into accelerated
technology, Open Research and AI product development across the
Group.
Notwithstanding this investment
programme, we are targeting a Group adjusted operating margin of
c.28% in 2024, in line with our stated margin ambitions.
Increased Market
Guidance
|
2024
Updated Guidance
|
2024
Current Guidance
|
2023
Reported
|
Group Underlying Revenue
Growth
|
Double-digit
|
High
single digit
|
30.4%
|
Revenues
|
Above
the range
|
Upper
end of range: £3,450m - £3,500m
|
£3,189.6m
|
Adjusted Operating
Profit
|
Above
the range (up to
£1bn)
|
Upper
end of range: £950m - £970m
|
£853.8m
|
Adjusted Free Cash Flow
|
£740m+
|
£720m++
|
£631.7m
|
B2B Markets Underlying Revenue
Growth
|
Double-digit
|
High
single digit
|
39.2%
|
Academic Markets Underlying
Revenue Growth
|
Double-digit
|
5%+
|
3.0%
|
*Guidance excludes any effect of
the proposed combination with TechTarget; GBP/USD 1.26
Informa Markets…Unique power
brands driving consistent strong growth
Our transaction-led Live B2B
Events business continues to deliver strong performances across the
world and the outlook for the remainder of 2024 and into 2025
remains very positive. As the world becomes ever more digital,
companies are putting greater emphasis on face-to-face connections
and opportunities to deepen customer relationships and develop new
business, underpinning demand for our specialist B2B products and
services.
At the heart of our strength is
the power of our unique B2B brands, which serve more than 20
specialist sectors. Each brand is part of the fabric of its sector,
acting as a platform for convening the industry, showcasing
innovation and driving growth, investment and expansion.
Over recent years, we have been
investing in First Party
Data through IIRIS,
as well as continuing to develop our range of value-added services
for exhibitors and attendees. This is improving the overall
customer experience and creating new revenue streams, driving up
average yields across the portfolio.
We are also delivering consistent
volume growth, both at existing shows and through the launch of new
ones. Our international network is a key advantage, with powerful
events platforms established in all major geographic regions. This
is providing access to rapidly expanding economies in ASEAN and
IMEA (India, Middle East, Africa), most notably in the Kingdom of Saudi Arabia, which is
currently the fastest growing geography for B2B Events.
Through our Tahaluf partnership, our business in
the Kingdom of Saudi
Arabia, has grown from nothing three years ago to a
portfolio that by the end of 2024 is on track to include 10 events
in total, serving sectors including Real Estate & Construction
(Cityscape Global) and
Food & Hospitality
(Inflavour) as well as
Future Technology
(LEAP) and Cyber Security (Black Hat Middle East). We will also
this year launch a new brand, 24
FinTech, into the rapidly growing FinTech sector in the
region.
The combination of volume and
value growth is expected to deliver double-digit underlying revenue
growth in Informa Markets
in 2024, with more than 100 of its 350 major brands on track to
grow more than 15%.
These positive dynamics are
expected to continue, which are reflected in strong rebooking
trends across the portfolio, with 2025 forward booked revenues
tracking ahead of where they were at the same time last year,
suggesting another year of strong growth ahead.
Informa Connect…Customer value,
festivalisation and growth
The core drivers of demand for our
content-led Live B2B Events are similar to Informa Markets, with increasing value
being placed on face-to-face experiences that convene industries
and professional communities and deliver high value content and
connections.
Amongst these events, we are also
seeing an increasing trend towards festivalisation, mirroring the
growth in consumer events, with premium value paid for unique
experiences that create a fear of missing out, immersive activities
that deepen connections to the community and those events offering
a broad spectrum of cutting-edge content and inspirational
speakers.
A number of Informa Connect's brands possess some
of these characteristics (eg SuperReturn, IM Power) and we are
investing to expand and enhance these premium features both within
these events and across the wider portfolio, where
relevant.
In tandem, we continue to leverage
our first party customer data and analytics platform, IIRIS, to increase value for delegates
and sponsors. IIRIS is
embedded across our B2B Events portfolio, delivering 20m+ first
party data records, and fuelling products like Lead Insights, an end-to-end platform
for scoring, qualifying and activating leads. This is enabling
customers to analyse events/digital data in near real-time and
directly launch and track targeting campaigns, significantly
increasing the utility and value of our data.
Data is also at the heart of our
subscription-based businesses within Informa Connect: IGM (Fixed Income/FX Data &
Information), Zephyr
(Wealth Management Data & Reporting) and Curinos (Retail Banking Data &
Intelligence). Following a period of investment to strengthen
underlying technology and expand our service offering, these
specialist data and content businesses are building momentum, with
growth anticipated to improve through the second half of the
year.
In 2023, we expanded the Informa
Connect portfolio through the addition of brands from the Tarsus
and Winsight acquisitions, expanding our position in the
Anti-Aging & Aesthetics
(A4M Spring Congress),
Healthcare (Health Connect Partners) and
FoodService (National Restaurant Association Show)
sectors. These businesses are now fully integrated into
Informa Connect's platform
and already contributing to growth. The scale of Informa Connect will be further
enhanced when our portfolio of B2B Technology Event brands
currently managed within Informa
Tech (Black Hat, GDC,
London Tech Week etc) are combined into the business, which
will take total revenues for the division to more than
$1bn.
Looking forward, pacing on
delegate and sponsorship revenues remains strong across the
portfolio and with accelerating growth expected in our
subscriptions-based businesses through the second half of the year,
we expect full year underlying revenue growth to be above the run
rate through the first half.
Informa Tech…Growth and US
expansion
At Informa Tech, the focus for
2024 is twofold: firstly, to maintain positive trading momentum
across the portfolio and, secondly, to complete the procedural
elements of the proposed TechTarget combination and bring the two
businesses together effectively, with a view to completion in Q4
2024 and entering 2025 as a new business listed on
NASDAQ.
Trading through the first half of
the year was strong, with underlying revenue growth of 15.5% driven
largely by the Events portfolio and strong performances in
Future Technology
(LEAP), Festivals (London Tech Week) and Data (Data Center World). Our
subscriptions-based Specialist Tech Research businesses,
Omdia and Canalys, also performed well, with the
other digital businesses broadly flat in aggregate, in line with
wider industry trends. This was as anticipated at the start of the
year, with an expectation that marketing investment by technology
companies will start to pick up as we move into 2025.
Looking ahead, with fewer high
growth brands running through the second six months of the year,
underlying revenue growth is expected to ease from first half
levels.
TechTarget: On track for
completion in Q4 2024
The proposed combination of
Informa Tech's digital
businesses (Industry Dive, Omdia,
Canalys, NetLine and the Digital Media Brands) with US-listed
TechTarget is progressing to plan and remains on schedule to
complete in Q4.
The combined business will be led
by Gary Nugent, Informa
Tech's current CEO, and headquartered and listed in the US,
with the ambition to become a leading B2B growth accelerator for
Technology companies.
As detailed in the preliminary
proxy statement filed with the SEC in recent weeks, the ambition is
to double revenues of the combined business to $1bn within five
years, through a combination of underlying growth and targeted
additions. Strong underlying revenue growth combined with $45m of
operating synergies is also expected to increase adjusted EBITDA
margins to 35%+.
Academic Markets…Growth
acceleration and AI partnerships
The breadth and volume of
specialist research output continues to grow around the world,
underpinned by growth in higher education and consistent
state-level investment in innovation. In a world where inaccurate
or fabricated outputs and claims are becoming more prevalent, all
this research wants some level of independent validation and
verification, alongside indexing and distribution. This is
underpinning demand for specialist academic services and fuelling
growth in open research.
These dynamics are reflected in
our own business, with traditional pay-to-read subscription and
advanced learning products maintaining strong relevance within
institutions and with funders and authors. There is no shortage of
high-quality research submissions to traditional peer review
journals, ensuring standards remain high and demand for access
strong. This is underpinning journal subscriptions and the
continuing importance and value of Read and Publish Agreements with
certain institutions.
At the same time, we are seeing
Open Research volumes grow and our investments in processes and
platforms over recent years are enabling us to capture and monetise
more of this output. The combination of robust revenues in
traditional areas with acceleration in Open Research is driving the
overall rate of underlying growth higher. Additional AI-related
revenues mean we will comfortably exceed our stated ambition to
deliver 4% underlying revenue growth in 2024 but excluding this new
category of revenues, we remain on track to meet our original
target for underlying operational growth.
AI Development and
Partnerships
Across the Group, we are deploying
AI technology to drive operating efficiencies and enhance our
products and services. Within Academic Markets, this includes
deployment in areas such as research paper submissions,
authenticity screening, factual verification and
editorial.
We are also now partnering with
two leading AI technology companies on the role of specialist
expert agents, exploring the potential to develop new products that
help to further promote discovery, research understanding, research
integrity and knowledge creation.
These partnerships include Data
Access agreements for non-exclusive access to certain archive
content of Taylor & Francis, to help train and improve the
relevance of outputs from Large Language Models ("LLMs"). They are
a source of significant new value for Taylor & Francis and
additional royalties for authors, with total AI partnership
revenues expected to be over $75m in 2024. This covers access to
historical content, with some additional recurring annual fees over
the next three years for access to newly created
knowledge.
Discussions with other AI
technology companies are ongoing. We are focused on ensuring we
fully leverage the power of AI in our own products and services and
so have committed to reinvest up to one third of the profit
generated through our partnerships into technology, open research,
research integrity and AI product development at Informa, including
in relation to improved discoverability and automated
citations.
Financial review
Income Statement
The financial results for the six
months to 30 June 2024 ("H1 2024") reflect a strong trading
performance across both our B2B Markets businesses (Informa
Markets, Informa Connect and Informa Tech) and our Academic Markets
business, Taylor & Francis. Reported revenues and profits for
these businesses were significantly higher than the prior year,
driven by strong underlying revenue growth in all
businesses.
|
Adjusted
results
H1 2024
|
Adjusting items
H1
2024
|
Statutory results
H1 2024
|
Adjusted
results
H1 2023
|
Adjusting items
H1
2023
|
Statutory results
H1 2023
|
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
Revenue
|
1,695.3
|
-
|
1,695.3
|
1,520.5
|
-
|
1,520.5
|
Operating profit/(loss)
|
466.9
|
(204.0)
|
262.9
|
413.5
|
(114.6)
|
298.9
|
Fair value gain on
investments
|
-
|
4.3
|
4.3
|
-
|
9.4
|
9.4
|
(Loss)/profit on disposal of
subsidiaries and equity interests
|
-
|
(4.1)
|
(4.1)
|
-
|
4.3
|
4.3
|
Net finance
(costs)/income
|
(25.7)
|
-
|
(25.7)
|
2.8
|
(0.8)
|
2.0
|
Profit/(loss) before tax
|
441.2
|
(203.8)
|
237.4
|
416.3
|
(101.7)
|
314.6
|
Tax (charge)/credit
|
(90.5)
|
27.7
|
(62.8)
|
(79.1)
|
34.4
|
(44.7)
|
Profit/(loss) for the
year
|
350.7
|
(176.1)
|
174.6
|
337.2
|
(67.3)
|
269.9
|
Adjusted operating margin
|
27.5%
|
|
|
27.2%
|
|
|
Adjusted diluted and statutory
diluted EPS
|
23.8
|
|
10.8
|
22.5
|
|
17.9
|
Financial Results
Informa delivered an 11.5%
increase in revenue in the first half to £1,695.3m, reflecting an
11.0% increase on an underlying basis. All divisions delivered
revenue growth in the period.
The Group reported statutory
operating profit of £262.9m, compared with statutory operating
profit of £298.9m for the six months to 30 June 2023, with the
decrease reflecting the non-recurrence of fair value gains recorded
in the prior period. Adjusted operating profit was £466.9m, which
was 12.9% higher year-on-year and 18.8% higher on an underlying
basis, reflecting strong underlying revenue growth and increased
adjusted operating margins.
Statutory net finance costs were
£25.7m for H1 2024 (H1 2023: net finance income £2.0m), and
adjusted net finance costs were £25.7m (H1 2023: net finance income
£2.8m). The increase was driven by lower interest earned on cash
balances following the reinvestment of cash received from the
divestment of the Informa Intelligence businesses into targeted
acquisitions, including Tarsus, Winsight and HIMSS Global Health
Conference & Exhibition.
The combination of all these
factors led to a statutory profit before tax of £237.4m, compared
with £314.6m in the six months ended 30 June 2023. The profit in
the period led to a statutory tax charge of £62.8m in H1 2024
compared with a tax charge of £44.7m in the six months ended 30
June 2023.
This profit outcome translated
into a statutory diluted earnings per share (EPS) of 10.8p compared
with 17.9p for the six months ended 30 June 2023. This decrease
reflects lower statutory operating profit, partially offset by
fewer shares in issue as a result of the share buyback programme.
Adjusted diluted EPS increased to 23.8p from 22.5p in the six
months to 30 June 2023.
Measurement and
Adjustments
In addition to statutory results,
adjusted results are prepared for the Income Statement. These
include adjusted operating profit, adjusted diluted EPS and other
underlying measures. A full definition of these metrics can be
found in the glossary of terms on page 59. The divisional table on
page 11 provides a reconciliation between statutory operating
profit and adjusted operating profit by division.
Underlying revenue and adjusted
operating profit growth on an underlying basis are reconciled to
statutory growth in the table below:
|
Underlying growth
|
Phasing
and other items
|
Acquisitions and disposals
|
Currency
change
|
Reported
growth
|
H1 2024
|
|
|
|
|
Revenue
|
11.0%
|
(2.8)%
|
6.7%
|
(3.4)%
|
11.5%
|
Adjusted operating profit
|
18.8%
|
(6.8)%
|
5.0%
|
(4.1)%
|
12.9%
|
Adjusting Items
The items below have been excluded
from adjusted results. The total adjusting items included in the
operating profit in the year were £204.0m (H1 2023: £114.6m). The
most significant item in H1 2024 was intangible asset amortisation
of £155.9m.
|
H1
2024
|
H1
2023
|
FY
2023
|
|
£m
|
£m
|
£m
|
Intangible asset
amortisation1
|
155.9
|
151.0
|
312.8
|
Impairment - acquisition-related and
other intangible assets
|
-
|
-
|
25.1
|
Impairment/(reversal)
- right of use assets
|
3.5
|
(0.5)
|
(0.6)
|
Impairment - property and
equipment
|
0.4
|
-
|
-
|
Acquisition costs
|
23.7
|
36.5
|
53.3
|
Integration costs
|
11.5
|
3.1
|
19.7
|
Restructuring and reorganisation
costs
|
4.9
|
0.3
|
11.0
|
|
Fair value loss on contingent
consideration
|
19.5
|
3.0
|
12.0
|
|
Fair value gain on contingent
consideration
|
(15.4)
|
(78.8)
|
(87.6)
|
|
Foreign exchange loss on swap
settlement
|
-
|
-
|
5.6
|
|
Credit in respect of unallocated
cash
|
-
|
-
|
(5.3)
|
Adjusting items in operating
profit
|
204.0
|
114.6
|
346.0
|
Fair value gain on
investments
|
(4.3)
|
(9.4)
|
(1.3)
|
|
Loss/(profit) on disposal of
subsidiaries and equity interests
|
4.1
|
(4.3)
|
(3.0)
|
Finance costs
|
-
|
0.8
|
0.8
|
Adjusting items in profit before
tax
|
203.8
|
101.7
|
342.5
|
Tax related to adjusting
items
|
(27.7)
|
(34.4)
|
(127.0)
|
Adjusting items in profit for the
period
|
176.1
|
67.3
|
215.5
|
|
|
|
| |
1. Excludes intangible product
development and software amortisation.
Intangible amortisation of £155.9m
relates to the historical addition of book lists and journal
titles, acquired databases, customer and attendee relationships and
brands related to exhibitions, events and conferences. As it
relates to acquisitions, this is not treated as an ordinary cost.
By contrast, intangible asset amortisation arising from software
assets and product development is treated as an ordinary cost in
the calculation of operating profit, so is not treated as an
adjusting item.
Acquisition costs of £23.7m
principally relate to the proposed combination with
TechTarget.
Divisional
Performance
The table below shows the H1 2024
results and adjusting items by Division, highlighting the continued
strong growth across all of our businesses.
|
Informa
Markets
|
Informa
Tech
|
Informa
Connect
|
Taylor
& Francis
|
Group
|
|
£m
|
£m
|
£m
|
£m
|
£m
|
Revenue
|
838.3
|
227.6
|
328.3
|
301.1
|
1,695.3
|
Underlying revenue growth
|
12.9%
|
15.5%
|
6.5%
|
7.5%
|
11.0%
|
Statutory operating
profit/(loss)
|
176.9
|
(10.8)
|
24.9
|
71.9
|
262.9
|
Add back:
|
|
|
|
|
|
Intangible asset
amortisation1
|
90.3
|
18.8
|
26.0
|
20.8
|
155.9
|
Impairment - right of use
assets
|
-
|
1.4
|
1.8
|
0.3
|
3.5
|
Impairment - property and
equipment
|
0.3
|
0.1
|
-
|
-
|
0.4
|
Acquisition costs
|
2.3
|
20.6
|
0.3
|
0.5
|
23.7
|
Integration costs
|
4.5
|
1.7
|
4.8
|
0.5
|
11.5
|
Restructuring and reorganisation
(credits)/costs
|
(0.1)
|
4.5
|
0.1
|
0.4
|
4.9
|
Fair value loss/(gain) on contingent
consideration
|
0.6
|
(6.0)
|
9.5
|
-
|
4.1
|
Adjusted operating profit
|
274.8
|
30.3
|
67.4
|
94.4
|
466.9
|
Underlying adjusted operating profit
growth
|
24.5%
|
15.6%
|
6.7%
|
13.6%
|
18.8%
|
1. Intangible asset amortisation
is in respect of acquired intangibles and excludes amortisation of
software and product
development.
Adjusted Net Finance
Costs
Adjusted net finance costs for the
period were £25.7m compared to net finance income of £2.8m in H1
2023. Net statutory finance costs were £25.7m compared to net
finance income of £2.0m in H1 2023. The movement in net finance
costs primarily relates to lower interest income on cash balances
in H1 2024 compared with H1 2023 when cash proceeds of £2.1bn were
received from the divestment of the Informa Intelligence
portfolio.
The reconciliation of statutory
finance costs and finance income to the adjusted net finance
(income)/costs is as follows:
|
H1
2024
|
H1
2023
|
FY
2023
|
|
£m
|
£m
|
£m
|
Finance income
|
(6.6)
|
(37.9)
|
(47.4)
|
Finance costs
|
32.3
|
35.9
|
67.4
|
Statutory net finance
costs/(income)
|
25.7
|
(2.0)
|
20.0
|
Add back: adjusting items relating
to finance costs
|
-
|
(0.8)
|
(0.8)
|
Adjusted net finance
costs/(income)
|
25.7
|
(2.8)
|
19.2
|
Taxation
The Group continues to recognise
that taxes paid are part of the economic benefit created for the
societies in which we operate, and that a fair and effective tax
system is in the interests of taxpayers and society at large. We
aim to comply with tax laws and regulations everywhere the Group
does business, and Informa has open and constructive working
relationships with tax authorities worldwide. Our approach balances
the interests of stakeholders including shareholders, governments,
colleagues and the communities in which we operate.
The Group's adjusted effective tax
rate (as defined in the Glossary) reflects the blend of tax rates
and profits in the jurisdictions in which we operate. In H1 2024,
the adjusted effective tax rate was 20.5% (H1 2023:
19.0%).
Earnings Per Share
Adjusted diluted EPS was 5.8%
higher at 23.8p (H1 2023: 22.5p), largely reflecting higher
adjusted earnings of £323.1m (H1 2023: £318.7m) together with a
3.9% decrease in the weighted average number of shares following
share buybacks completed during the year.
An analysis of adjusted diluted
EPS and statutory diluted EPS is as follows:
|
H1
2024
|
H1
2023
|
FY
2023
|
|
£m
|
£m
|
£m
|
Statutory profit for the
year
|
174.6
|
269.9
|
462.7
|
Add back: Adjusting items in
profit/loss for the year
|
176.1
|
67.3
|
215.5
|
Adjusted profit for the
year
|
350.7
|
337.2
|
678.2
|
Non-controlling interests relating
to adjusted profit
|
(27.6)
|
(18.5)
|
(43.1)
|
Adjusted earnings
|
323.1
|
318.7
|
635.1
|
Weighted average number of shares
used in adjusted diluted EPS (m)
|
1,359.0
|
1,414.3
|
1,402.7
|
Adjusted diluted EPS (p)
|
23.8
|
22.5
|
45.3
|
|
H1
2024
|
H1
2023
|
FY
2023
|
|
£m
|
£m
|
£m
|
Statutory profit for the
year
|
174.6
|
269.9
|
462.7
|
Non-controlling interests
|
(27.3)
|
(16.4)
|
(43.7)
|
Statutory earnings
|
147.3
|
253.5
|
419.0
|
Weighted average number of shares
used in diluted EPS (m)
|
1,359.0
|
1,414.3
|
1,402.7
|
Statutory diluted EPS (p)
|
10.8
|
17.9
|
29.9
|
Dividends
The Group has a progressive
dividend policy, with a view to growing dividends steadily and
consistently, striking a balance between rewarding shareholders and
retaining the financial strength and flexibility to reinvest in the
business and pursue attractive growth opportunities.
For H1 2024, the Board has
declared an interim dividend of 6.4p per share (H1 2023: 5.8p per
share). The interim dividend will be paid on 20 September 2024 to
ordinary shareholders registered as at the close of business on 9
August 2024. The Dividend Reinvestment Plan (DRIP) will be
available for the interim dividend and the last date for receipt of
elections for the DRIP will be 30 August 2024.
Currency Movements
One of the Group's strengths is
its international reach and balance, with colleagues and businesses
located in most major economies of the world. This means the Group
generates revenues and expenses in a mixture of currencies, with
particular exposure to the US dollar, as well as some exposure to
the Euro and the Chinese renminbi.
In H1 2024, approximately 64% (H1
2023: 65%) of Group revenue was received in USD or currencies
pegged to USD, with 8% (H1 2023: 6%) received in Euro and 8% (H1
2023: 11%) in Chinese renminbi.
Similarly, in H1 2024 we incurred
approximately 54% (H1 2023: 55%) of our costs in USD or currencies
pegged to USD, with 7% (H1 2023: 8%) in Chinese renminbi and 3% (H1
2023: 3%) in Euro.
In H1 2024 each one cent ($0.01)
movement in the USD to GBP exchange rate has a circa £18m (H1 2023:
circa £16m) impact on annual revenue, and a circa £7m (H1 2023:
circa £6m) impact on annual adjusted operating profit.
The following rates versus GBP
were applied during the period:
|
H1
2024
|
H1
2023
|
FY
2023
|
|
Closing
rate
|
Average
rate
|
Closing
rate
|
Average
rate
|
Closing
rate
|
Average
rate
|
US dollar
|
1.26
|
1.27
|
1.26
|
1.23
|
1.27
|
1.24
|
Chinese renminbi
|
9.19
|
9.12
|
9.18
|
8.57
|
9.05
|
8.82
|
Euro
|
1.18
|
1.17
|
1.17
|
1.14
|
1.15
|
1.15
|
|
|
|
|
|
|
| |
Free Cash Flow
Cash management and cash
generation remain a key priority and focus for the Group, providing
the funds and flexibility for paying down debt, future organic and
inorganic investment and consistent shareholder returns. Our
businesses typically convert adjusted operating profit into cash at
a strong rate, reflecting the relatively low capital intensity of
the Group. In 2024, absolute levels of free cash flow continued to
grow year-on-year driven by higher profits and lower working
capital outflows. Working capital in H1 2023 was impacted by cash
being held at 31 December 2022 against 2023 events previously
postponed, particularly in China.
The following table reconciles the
statutory operating profit to operating cash flow and free cash
flow, both of which are defined in the glossary.
|
H1
2024
|
H1
2023
|
FY
2023
|
|
£m
|
£m
|
£m
|
Statutory operating
profit
|
262.9
|
298.9
|
507.8
|
Add back: Adjusting items
|
204.0
|
114.6
|
346.0
|
Adjusted operating profit
|
466.9
|
413.5
|
853.8
|
Depreciation of property and
equipment
|
7.9
|
6.4
|
13.5
|
Depreciation of right of use
assets
|
13.6
|
12.6
|
26.3
|
Software and product development
amortisation
|
22.8
|
18.8
|
41.1
|
Share-based payments
|
9.0
|
11.5
|
20.8
|
Loss/(profit) on disposal of other
assets
|
0.1
|
(0.1)
|
2.4
|
Adjusted share of joint venture and
associate results
|
(1.3)
|
(1.1)
|
(5.8)
|
Adjusted
EBITDA1
|
519.0
|
461.6
|
952.1
|
Capital expenditure
|
(43.5)
|
(41.5)
|
(93.8)
|
Working capital
movement2
|
(104.7)
|
(149.3)
|
(55.2)
|
Pension deficit
contributions
|
(0.6)
|
(1.2)
|
(3.5)
|
Operating Cash Flow
|
370.2
|
269.6
|
799.6
|
Restructuring and
reorganisation
|
(12.6)
|
(5.5)
|
(15.4)
|
Onerous contracts and one-off costs
paid associated with COVID-19
|
-
|
(0.9)
|
(0.9)
|
Net interest
(payments)/receipts
|
(18.0)
|
2.6
|
(39.2)
|
Taxation
|
(54.1)
|
(41.2)
|
(112.4)
|
Free Cash Flow
|
285.5
|
224.6
|
631.7
|
1. Adjusted EBITDA represents
adjusted operating profit before interest, tax, and non-cash items
including depreciation and amortisation.
2. Working capital movement
excludes movements on restructuring, reorganisation, COVID-19 costs
and acquisition and integration accruals or provisions as the cash
flow relating to these amounts is included in other lines in the
Free Cash Flow and reconciliation from Free Cash Flow to net funds
flow. The variance between the working capital in the Free Cash
Flow and the Consolidated Cash Flow Statement is driven by the
non-cash movement on these items.
Free cash flow was £60.9m higher
than H1 2023 principally due to the £53.4m higher adjusted
operating profit and £44.6m lower working capital outflow. These
movements have been partially offset by an increase of £20.6m in
interest payments, an increase of £12.9m in tax payments due to
higher profits and an increase of £7.1m in restructuring and
reorganisation spend. H1 2023 benefitted from higher levels of
interest income as cash balances were elevated during the period
following the divestment of the Informa Intelligence
portfolio.
The calculation of operating cash
flow conversion and free cash flow conversion is as
follows:
|
H1
2024
|
H1
2023
|
FY
2023
|
|
£m
|
£m
|
£m
|
Operating Cash Flow
|
370.2
|
269.6
|
799.6
|
Adjusted operating profit
|
466.9
|
413.5
|
853.8
|
Operating Cash Flow
conversion
|
79.3%
|
65.2%
|
93.7%
|
|
|
|
|
|
H1
2024
|
H1
2023
|
FY
2023
|
|
£m
|
£m
|
£m
|
Free Cash Flow
|
285.5
|
224.6
|
631.7
|
Adjusted operating profit
|
466.9
|
413.5
|
853.8
|
Free Cash Flow conversion
|
61.1%
|
54.3%
|
74.0%
|
Net capital expenditure increased
to £43.5m (H1 2023: £41.5m) and we expect full-year 2024 capital
expenditure to be c.3% of revenue, as further investments are made
particularly in technology and real estate.
Net cash interest payments of
£18.0m were £20.6m higher than the prior year, largely reflecting a
reduction in interest income on the Group's lower cash balances
following investment in targeted acquisitions, share buybacks and
dividends.
The following table reconciles net
cash inflow from operating activities, as shown in the Condensed
Consolidated Cash Flow Statement, to Free Cash Flow:
|
H1
2024
|
H1
2023
|
FY
2023
|
|
£m
|
£m
|
£m
|
Net cash inflow/(outflow) from
operating activities per statutory cash flow
|
285.4
|
188.6
|
620.2
|
Interest received
|
7.2
|
38.4
|
47.9
|
Purchase of property and
equipment
|
(8.2)
|
(9.1)
|
(27.5)
|
Purchase of intangible software
assets
|
(28.8)
|
(22.3)
|
(55.1)
|
Product development costs
|
(6.5)
|
(10.1)
|
(11.2)
|
Add back: Acquisition and
integration costs paid
|
36.4
|
39.1
|
57.4
|
Free Cash Flow
|
285.5
|
224.6
|
631.7
|
Net cash from operating activities increased by
£96.8m compared to H1 2023 to record an inflow of £285.4m,
principally driven by the increased adjusted profit and lower
working capital outflow in the year.
The following table reconciles
cash generated by operations, as shown in the Condensed
Consolidated Cash Flow Statement to operating cash flow shown in
the Free Cash Flow table above:
|
H1
2024
|
H1
2023
|
FY
2023
|
|
£m
|
£m
|
£m
|
Cash generated by operations per
statutory cash flow
|
364.7
|
265.6
|
819.7
|
Capital expenditure paid
|
(43.5)
|
(41.5)
|
(93.8)
|
Add back: Acquisition and
integration costs paid
|
36.4
|
39.1
|
57.4
|
Add back: Restructuring and
reorganisation costs paid
|
12.6
|
5.5
|
15.4
|
Onerous contracts associated with
COVID-19
|
-
|
0.9
|
0.9
|
Operating Cash Flow
|
370.2
|
269.6
|
799.6
|
The following table reconciles
Free Cash Flow to net funds flow and net debt, with net debt
increasing by £256.2m to £1,712.6m during the period. This increase
in net debt is primarily due to the ongoing share buyback programme
and investment in targeted acquisitions, partly offset by strong
cash generation.
|
H1
2024
|
H1
2023
|
FY
2023
|
|
£m
|
£m
|
£m
|
Free Cash Flow
|
285.5
|
224.6
|
631.7
|
Acquisitions
|
(140.1)
|
(924.9)
|
(1,125.1)
|
Disposals
|
1.0
|
(8.5)
|
(16.0)
|
Add back: repayment of acquired
debt
|
-
|
443.9
|
443.9
|
Dividends paid to
shareholders
|
-
|
-
|
(176.6)
|
Dividends paid to non-controlling
interests
|
(11.6)
|
(1.1)
|
(16.0)
|
Dividends received from
investments
|
-
|
0.5
|
1.4
|
Purchase of own shares through share
buyback
|
(332.8)
|
(289.9)
|
(548.0)
|
Purchase of shares for
Trust
|
(3.4)
|
(3.0)
|
(4.8)
|
Net funds flow
|
(201.4)
|
(558.4)
|
(809.5)
|
Non-cash movements
|
(32.9)
|
40.3
|
76.0
|
Foreign exchange
|
16.9
|
4.8
|
2.7
|
Net lease additions in the
year
|
(38.8)
|
(12.3)
|
(37.1)
|
Net debt as at 1 January
|
(1,456.4)
|
(244.6)
|
(244.6)
|
Acquired debt
|
-
|
(443.9)
|
(443.9)
|
Net debt
|
(1,712.6)
|
(1,214.1)
|
(1,456.4)
|
Financing and Leverage
Net debt increased by £256.2m in the period to
£1,712.6m at 30 June 2024 (30 June 2023: net debt £1,214.1m; 31
December 2023: net debt £1,456.4m). This was largely due to the
ongoing share buyback programme and investment in acquisitions made
in H1 2024, as well as a £28.6m increase in lease liabilities.
These movements were partly offset by a strong free cash flow
performance in the period.
The Group retains significant
available liquidity, with unutilised committed financing facilities
available to the Group of £892.9m (30 June 2023: £1,098.3m; 31
December 2023: £1,097.1m). Combined with £342.0m of cash (30 June
2023: £1,057.5m; 31 December 2023: £389.3m), this resulted in
available Group-level liquidity at 30 June 2024 of £1,234.9m (30
June 2023: £2,155.8m; 31 December 2023: £1,486.4m).
The average debt maturity on our
drawn borrowings is 2.2 years at 30 June 2024 (30 June 2023: 2.6
years; 31 December 2023: 2.7 years). There are no maturities until
October 2025.
|
30
June
2024
|
30
June
2023
|
31
December 2023
|
|
Net debt and committed
facilities
|
£m
|
£m
|
£m
|
|
Cash and cash equivalents
|
(342.0)
|
(1,057.5)
|
(389.3)
|
|
Bond borrowings
|
1,465.9
|
1,865.9
|
1,492.6
|
|
Bond borrowing fees
|
(5.2)
|
(7.3)
|
(6.2)
|
|
Bank borrowings
|
195.4
|
38.8
|
30.4
|
|
Bank borrowing fees
|
(1.8)
|
(3.0)
|
(2.3)
|
|
Derivative liabilities associated
with borrowings
|
109.3
|
123.9
|
77.9
|
|
Loans from other parties including
joint ventures and associates
|
7.9
|
-
|
-
|
|
Net debt before leases
|
1,429.5
|
960.8
|
1,203.1
|
|
Lease liabilities
|
292.4
|
264.7
|
263.8
|
|
Finance lease receivables
|
(9.3)
|
(11.4)
|
(10.5)
|
|
Net debt
|
1,712.6
|
1,214.1
|
1,456.4
|
|
|
|
|
|
Borrowings (excluding derivatives,
leases, fees & overdrafts)
|
1,661.3
|
1,904.7
|
1,523.0
|
|
Unutilised committed facilities
(undrawn RCF)
|
885.0
|
1,050.0
|
1,050.0
|
|
Unutilised committed facilities
(undrawn Curinos facilities)
|
7.9
|
48.3
|
47.1
|
|
Total committed
facilities
|
2,554.2
|
3,003.0
|
2,620.1
|
|
The Informa leverage ratio at 30
June 2024 is 1.6 times (30 June 2023: 1.2 times; 31 December 2023:
1.4 times), and the Informa interest cover ratio is 18.5 times (30
June 2023: 179.3 times; 31 December 2023: 75.2 times). Both are
calculated consistently with our historical basis of reporting of
financial covenants, albeit there are no financial covenants on our
Group-level debt facilities. See the Glossary of terms for the
definition of Informa leverage ratio and Informa interest
cover.
The calculation of the Informa
leverage ratio is as follows:
|
30
June
2024
|
30
June
2023
|
31
December 2023
|
|
£m
|
£m
|
£m
|
Net debt
|
1,712.6
|
1,214.1
|
1,456.4
|
Adjusted EBITDA (12
months)
|
1,009.5
|
807.0
|
952.1
|
Adjusted leverage
|
1.7x
|
1.5x
|
1.5x
|
Adjustment to
EBITDA1
|
0.2x
|
-
|
0.1x
|
Adjustment to net
cash/debt1
|
(0.3)x
|
(0.3)x
|
(0.2)x
|
Informa leverage ratio
|
1.6x
|
1.2x
|
1.4x
|
1. Refer to Glossary for details
of the adjustments to EBITDA and Net Debt for Informa leverage
ratio.
The calculation of Informa interest cover is as
follows:
|
30
June
2024
|
30
June
2023
|
31
December 2023
|
|
£m
|
£m
|
£m
|
Adjusted EBITDA (12
months)
|
1,009.5
|
807.0
|
952.1
|
Adjusted net finance costs (12
months)
|
46.8
|
13.1
|
19.2
|
Adjusted interest cover
|
21.6x
|
61.6x
|
49.6x
|
Adjustment to
EBITDA1
|
(3.1)x
|
117.7x
|
25.6x
|
Informa Interest cover
|
18.5x
|
179.3x
|
75.2x
|
1. Refer to Glossary for details
of the adjustments to EBITDA for Informa interest cover.
There are no financial covenants
on any Group level borrowings. There are covenants on £30.4m (30
June 2023: £38.8m; 31 December 2023: £30.4m) of drawn borrowings in
the Curinos business. These relate to borrowings of the Curinos
business only.
Corporate Development
Informa has a proven track record
in creating value through identifying, executing and integrating
complementary businesses effectively into the Group. In H1 2024,
cash invested in acquisitions was £140.1m (H1 2023: £924.9m); with
£83.6m, net of cash acquired, relating to acquisitions (H1 2023:
£434.9m), £5.5m (H1 2023: £7.0m) relating to cash paid for business
assets, £36.4m (H1 2023: £39.1m) for acquisition and integration
spend, £14.6m (H1 2023: £nil) for the acquisition of
non-controlling interests and £nil (H1 2023: £443.9m) in relation
to the repayment of acquired debt.
Net proceeds from disposals
amounted to a £1.0m inflow (H1 2023: £8.5m outflow).
Acquisitions
The principal business combination
in the period was the acquisition of Solar Media Limited. On 4
April 2024, the Group acquired 100% of the issued share capital of
Solar Media Limited (Solar Media). Solar Media is a UK-based
business specialising in the delivery of B2B Events focused on the
clean energy sector.
Total consideration was £48.1m, of
which £43.6m was paid in cash and £4.5m was deferred cash
consideration. The deferred consideration is payable 12 months
after the date of completion. See note 14 to the Condensed
Consolidated Financial Statements for further details.
Share Buyback
As part of the GAP 2 strategy, the
Group has committed to return capital to shareholders through a
share buyback programme totalling £1.56bn. During the six months to
30 June 2024, £338.9m of shares were repurchased and 39.9m shares
cancelled. Cumulatively by 30 June 2024, £1,404.8m of shares had
been repurchased with 206.5m shares cancelled. The shares acquired
during the six months to 30 June 2024 were at an average price of
824.9p per share, with prices ranging from 726p to 871p.
Pensions
The Group continues to meet all
commitments to its pension schemes, which include five defined
benefit schemes, all of which are closed to future
accruals.
At 30 June 2024, the Group had a
net pension surplus of £51.6m (31 December 2023: £41.7m, 30 June
2023: £49.0m), comprising pension surplus of £57.0m (31 December
2023: £48.1m, 30 June 2023: £55.8m) and pension deficits of £5.4m
(31 December 2023: £6.4m, 30 June 2023: £6.8m). Gross liabilities
were £453.9m at 30 June 2024 (31 December 2023: £478.2m, 30 June
2023: £448.1m). The decrease in liabilities is predominantly driven
by the increase in the discount rates used for calculating the
present value of the pension liability, with rates for UK schemes
increasing 55 basis points from 4.60% at 31 December 2023 and
decreasing 25 basis points from 5.40% at 30 June 2023 to 5.15% at
30 June 2024, in line with increased yields on benchmark
high-quality corporate bonds.
Principal Risks and
Uncertainties
We believe that the more clearly
we understand risk, the better we are at delivering Informa's
growth strategy.
We therefore manage risk in a way
that supports the Company's long-term growth: assessing business
opportunities in a risk-informed way so that we have a full and
balanced picture of the risks we are choosing to take; developing
and implementing effective strategies to manage those risks; and
monitoring and reporting on this process and its outcomes through
our established governance bodies and channels.
We continuously improve how we
manage risk, increasing our maturity to help the business be more
resilient and responsive. Risk management is fully embedded into
our business and commercial activities across the
Company.
The 2023 Informa Annual Report
describes our overarching enterprise risk management framework and
the four-step process we follow to oversee our principal risks and
sub risks.
We performed a robust assessment
of Informa's principal and emerging risks for the 2023 Annual
Report, as we do every year. This assessment continues to apply and
be valid, and no risks have materially changed at the Half Year.
Our 12 principal risks are outlined below, and full details can be
found on pages 60 to 66 of the 2023 Annual Report.
In alignment with the Trading
Outlook and the strategy Informa is pursuing, described on page 4,
during the first six months of 2024 we have paid particular
attention to monitoring the following Principal Risks to ensure our
controls, practices and response plans continue to be robust and
effective: Economic Instability and Market Risk from a
macro-economic perspective, Acquisition and Integration Risk,
Ineffective Change Management and Reliance on Key Partnerships as
part of the execution of our strategy, and Technology Failure, Data
Loss and Cyber Breach and Privacy Regulation Risk in the areas of
data and technology. Emerging risks, such as those relating to the
impact of artificial intelligence and climate change, are monitored
as sub risks of our existing Principal Risks, and as highlighted in
the Trading Outlook, some emerging risks, such as artificial
intelligence, present opportunities and efficiency benefits for
Informa as well.
Our 12 principal risks fall into
three categories: Growth and Strategy, People, and Culture. They
are categorised accordingly below, and are not listed in order of
magnitude.
Growth and Strategy
· Economic instability: General economic instability, changes
in geopolitics or global trading patterns, or a downturn in a
particular market or region could change customers' demand for
products and services.
· Market risk: We work in a range of specialist sectors, each
of which could grow, decline or change for different reasons. This
could support or disrupt the needs and preferences of our customers
and change the competitive environment for our products and
services.
· Acquisition and integration risk: When we add businesses to
the Group, their financial performance can exceed or fall short of
expectations if market conditions change or if the integration
process is more or less complex or effective than
foreseen.
· Ineffective change management: Change is part of and an
outcome of our growth strategy. If change is not managed
effectively however, it can create operational
challenges.
· Reliance on key partnerships: We work with a range of
business partners. If a significant partnership or service
provision were disrupted or failed, it could affect the delivery of
certain products and services and normal business
activity.
· Technology failure: A prolonged loss of critical systems,
networks or similar services could disrupt business operations and
the delivery of our products and services, impacting revenues,
customer experience and our reputation.
· Data
loss and cyber breach: Cyber threats are evolving, and cyber
attacks are increasing. A cyber breach or loss of sensitive or
valuable data, content or intellectual property could create losses
for our stakeholders, affect our reputation and disrupt the
business.
· Privacy regulation risk: We use data in an increasing number
of ways to capture commercial opportunity and better serve
customers. Using personal information is governed by privacy and
data protection legislation. These are different, evolving and
increasing in many of the jurisdictions we operate in.
People
· Inability to attract and retain key talent: The loss of key
talent in critical functions and inadequate succession planning for
senior managers could affect our growth and business
success.
· Health and safety incidents: Incidents or mismanagement of
this risk can injure our colleagues, customers or the general
public, affect our reputation and lead to fines and claims for
damages.
· Inadequate response to major incidents: Major incidents -
such as those caused by extreme weather, natural disasters,
military action, terrorism, or major disease outbreaks such as
pandemics - can affect our colleagues and customers, and disrupt
our operations and events.
Culture
· Inadequate regulatory compliance: Colleagues and business
partners who work with or on behalf of us are expected to comply
with applicable laws and regulations. If we fail to comply, we
could face fines or imprisonment, damage our reputation and be
unable to trade in some countries.
Going Concern
Introduction
The Directors have completed a
going concern assessment of whether the Group has adequate
resources to continue in operation for at least 12 months from the
signing date of these consolidated interim financial statements. In
adopting the going concern basis for preparing the financial
statements, the Directors have considered the future trading
prospects of the Group's businesses, the Group's cash generation in
H1 2024, available liquidity, debt maturities and the Group's
Principal Risks as set out on the previous two pages.
Liquidity and Financing
The Group has a strong liquidity
position at 30 June 2024, including £342m of cash and undrawn
committed credit facilities of £893m. There are no borrowing
maturities until the €700m EMTN borrowings in October 2025. The
Group Revolving Credit Facility matures in February 2026. The Group
is a well-established borrower with an investment grade credit
rating recently upgraded by all three agencies that rate the
Group's credit (Fitch, Moody's and S&P Global) which provides
the Directors with confidence that the Group could further increase
liquidity by raising additional debt finance. The Group has no
financial covenants on any of its Group level borrowings. The €700m
EMTN borrowing facility is assumed to renew in October 2025 in the
financial models. A new facility for £1,250m was obtained for
the planned acquisition of Ascential plc available until July
2026.
Financial modelling
For the going concern assessment,
the Directors have modelled both a Base Case with Sensitivities and
a Reverse Stress Test for the period to the end of 2025.
Separately, the Directors modelled both the Base Case with
Sensitivities and the Reverse Stress Test including the completion
of the proposed TechTarget and Ascential plc combinations in Q4
2024 together with the $350 million and £1.2 billion payments to
TechTarget and Ascential plc shareholders respectively.
The following sensitivities have
been modelled individually and in combination to reflect a prudent
scenario for the going concern assessment and do not reflect
Management expectations:
· A
pandemic risk, with no events trading from August to December 2024,
and business returning to 75% of Base Case forecast revenues in H1
2025 and 90% in H2 2025.
· A
market / economic risk, where a recession reduces Live and
On-demand Events revenue by 10% in 2024 H2, and revenues grow only
6% in 2025 off the sensitised 2024 outturn.
· In
the combined risk scenario, the market / economic risk is removed
when the pandemic risk has been modelled (August 2024 to July
2025).
· A
reduction of Digital revenues by 10% in H2 2024 versus forecast,
with 5% growth in 2025 off the sensitised 2024 outturn.
· An
assumption that Taylor & Francis Pay to Publish revenues in H2
2024 reduce by 10% versus the forecast, with 5% growth in 2025 off
the sensitised 2024 outturn.
· The
cash impact of lower revenues on working capital and interest
payable, together with the cash benefit of lower tax
payable.
In the combined risk scenario
including all the sensitivities listed above and including the
proposed combinations of TechTarget and Ascential plc, the Group
maintains liquidity headroom of more than £350 million. Under a
scenario where the €700m EMTN borrowings maturing in October 2025
are repaid at that date, the Group is forecast to have sufficient
cash reserves to maintain liquidity.
The reverse stress test, including
the proposed TechTarget and Ascential plc combinations, indicates
that the Group can afford to lose 42% of its revenue from 1 August
2024 to the end of 2025 and still maintain positive liquidity
headroom. This scenario assumes no action is taken to deliver
indirect cost savings, that existing customer receipts are
refunded, and that no further receipts are collected in the
period.
Going concern basis
Based on the scenarios modelled
the Directors believe that the Group is well placed to manage its
financing and other business risks satisfactorily and have been
able to form a reasonable expectation that the Group has adequate
resources to continue in operation for at least twelve months from
the signing date of these consolidated interim financial
statements. The Directors therefore consider it appropriate to
adopt the going concern basis of accounting in preparing the
financial statements.
Cautionary statements
This interim management report
contains certain forward-looking statements. These statements are
subject to a number of risks and uncertainties and actual results
and events could differ materially from those currently being
anticipated. The terms 'expect', 'should be', 'will be' and similar
expressions (or their negative) identify forward-looking
statements. Factors which may cause future outcomes to differ from
those foreseen in forward-looking statements include, but are not
limited to: general economic conditions and business conditions in
Informa's markets; exchange rate fluctuations, customers'
acceptance of its products and services; the actions of
competitors; legislative, fiscal and regulatory developments;
changes in law and legal interpretation affecting Informa's
intellectual property rights and internet communications; and the
impact of technological change.
Past performance should not be
taken as an indication or guarantee of future results, and no
representation or warranty, express or implied, is made regarding
future performance. These forward-looking statements speak only as
of the date of this interim management report and are based on
numerous assumptions regarding Informa's present and future
business strategies and the environment in which Informa will
operate in the future. Except as required by any applicable law or
regulation, the Group expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any
forward-looking statements contained in this document to reflect
any change in the Group's expectations or any change in events,
conditions or circumstances on which any such statement is based
after the date of this announcement or to update or keep current
any other information contained in this interim management
report.
Nothing in this interim management
report should be construed as a profit forecast. All persons,
wherever located, should consult any additional disclosures that
Informa may make in any regulatory announcements or documents which
it publishes. This announcement does not constitute an invitation
to underwrite, subscribe for or otherwise acquire or dispose of any
Informa PLC shares, in the UK, or in the US, or under the US
Securities Act 1933 or in any other jurisdiction.
Board of Directors
The Directors of Informa PLC and
their biographical details can be found on the Company's
website:
www.informa.com.
Responsibility
Statement
We confirm that to the best of our
knowledge:
· the
consolidated interim financial statements have been prepared in
accordance with the United Kingdom adopted International Accounting
Standard 34, "Interim Financial Reporting";
· the
consolidated interim financial statements, which have been prepared
in accordance with the applicable set of accounting standards, give
a true and fair view of the assets, liabilities, financial position
and profit or loss of the issuer, or the undertakings included in
the consolidation as a whole as required by DTR 4.2.4R;
· the
interim management report includes a fair review of the information
required by DTR 4.2.7R, namely;
o an indication of important events that have occurred during
the first six months of the financial year and their impact on the
consolidated interim financial statements; and
o a
description of the principal risks and uncertainties for the
remaining six months of the financial year.
· the
interim management report includes, as required by DTR 4.2.8, a
fair review of material related party transactions that have taken
place in the first six months of the financial year and any
material changes in the related-party transactions described in the
2023 Annual Report.
Approved by the Board on 24 July
2024 and signed on its behalf by:
Stephen A.
Carter
Chief Executive
Independent review report to
Informa PLC
Report on the condensed
consolidated interim financial statements
Our conclusion
We have reviewed Informa PLC's
condensed consolidated interim financial statements (the "interim
financial statements") in the 2024 Half-Year Results of Informa PLC
for the 6 month period ended 30 June 2024 (the
"period").
Based on our review, nothing has
come to our attention that causes us to believe that the interim
financial statements are not prepared, in all material respects, in
accordance with UK adopted International Accounting Standard 34,
'Interim Financial Reporting' and the Disclosure Guidance and
Transparency Rules sourcebook of the United Kingdom's Financial
Conduct Authority.
The interim financial statements
comprise:
·
the Condensed Consolidated Balance Sheet as at
30 June 2024;
·
the Condensed Consolidated Income Statement and
Condensed Consolidated Statement of Comprehensive Income for the
period then ended;
·
the Condensed Consolidated Cash Flow Statement
for the period then ended;
·
the Condensed Consolidated Statement of Changes
in Equity for the period then ended; and
·
the explanatory notes to the interim financial
statements.
The interim financial statements
included in the 2024 Half-Year Results of Informa PLC have been
prepared in accordance with UK adopted International Accounting
Standard 34, 'Interim Financial Reporting' and the Disclosure
Guidance and Transparency Rules sourcebook of the United Kingdom's
Financial Conduct Authority.
Basis for conclusion
We conducted our review in
accordance with International Standard on Review Engagements (UK)
2410, 'Review of Interim Financial Information Performed by the
Independent Auditor of the Entity' issued by the Financial
Reporting Council for use in the United Kingdom ("ISRE (UK) 2410").
A review of interim financial information consists of making
enquiries, primarily of persons responsible for financial and
accounting matters, and applying analytical and other review
procedures.
A review is substantially less in
scope than an audit conducted in accordance with International
Standards on Auditing (UK) and, 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 2024 Half-Year Results and considered whether it
contains any apparent misstatements or material inconsistencies
with the information in the interim financial
statements.
Conclusions relating to going
concern
Based on our review procedures,
which are less extensive than those performed in an audit as
described in the Basis for conclusion section of this report,
nothing has come to our attention to suggest that the directors
have inappropriately adopted the going concern basis of accounting
or that the directors have identified material uncertainties
relating to going concern that are not appropriately disclosed.
This conclusion is based on the review procedures performed in
accordance with ISRE (UK) 2410. However, future events or
conditions may cause the group to cease to continue as a going
concern.
Responsibilities for the interim
financial statements and the review
Our responsibilities and those of
the directors
The 2024 Half-Year Results,
including the interim financial statements, is the responsibility
of, and has been approved by the directors. The directors are
responsible for preparing the 2024 Half-Year Results in accordance
with the Disclosure Guidance and Transparency Rules sourcebook of
the United Kingdom's Financial Conduct Authority. In preparing the
2024 Half-Year Results, including the interim financial statements,
the directors are responsible for assessing the group's ability to
continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of
accounting unless the directors either intend to liquidate the
group or to cease operations, or have no realistic alternative but
to do so.
Our responsibility is to express a
conclusion on the interim financial statements in the 2024
Half-Year Results based on our review. Our conclusion, including
our Conclusions relating to going concern, is based on procedures
that are less extensive than audit procedures, as described in the
Basis for conclusion paragraph of this report. 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.
PricewaterhouseCoopers
LLP
Chartered Accountants
London
24 July 2024
Condensed Consolidated Income
Statement
|
6
months ended 30 June (unaudited)
|
|
|
|
Adjusted
results
|
Adjusting
items
|
Statutory results
|
Adjusted
results
|
Adjusting
items
|
Statutory results
|
Statutory results
|
|
|
2024
|
2024
|
2024
|
2023
|
2023
|
2023
|
Year
ended 31 Dec 2023
(audited)
|
|
Notes
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
Revenue
|
3
|
1,695.3
|
-
|
1,695.3
|
1,520.5
|
-
|
1,520.5
|
3,189.6
|
Net operating expenses
|
|
(1,229.7)
|
(217.9)
|
(1,447.6)
|
(1,108.1)
|
(193.4)
|
(1,301.5)
|
(2,773.7)
|
Other operating income
|
4
|
-
|
15.4
|
15.4
|
-
|
78.8
|
78.8
|
87.6
|
Operating profit/(loss) before
joint ventures and associates
|
|
465.6
|
(202.5)
|
263.1
|
412.4
|
(114.6)
|
297.8
|
503.5
|
Share of results of joint ventures
and associates
|
|
1.3
|
(1.5)
|
(0.2)
|
1.1
|
-
|
1.1
|
4.3
|
Operating profit/(loss)
|
|
466.9
|
(204.0)
|
262.9
|
413.5
|
(114.6)
|
298.9
|
507.8
|
Fair value gain on
investments
|
4
|
-
|
4.3
|
4.3
|
-
|
9.4
|
9.4
|
1.3
|
(Loss)/profit on disposal of
subsidiaries and equity interests
|
4
|
-
|
(4.1)
|
(4.1)
|
-
|
4.3
|
4.3
|
3.0
|
Finance income
|
5
|
6.6
|
-
|
6.6
|
37.9
|
-
|
37.9
|
47.4
|
Finance costs
|
6
|
(32.3)
|
-
|
(32.3)
|
(35.1)
|
(0.8)
|
(35.9)
|
(67.4)
|
Profit/(loss) before
tax
|
|
441.2
|
(203.8)
|
237.4
|
416.3
|
(101.7)
|
314.6
|
492.1
|
Tax (charge)/credit
|
7
|
(90.5)
|
27.7
|
(62.8)
|
(79.1)
|
34.4
|
(44.7)
|
(29.4)
|
Profit/(loss) for the
period
|
|
350.7
|
(176.1)
|
174.6
|
337.2
|
(67.3)
|
269.9
|
462.7
|
Profit for the period attributable
to:
|
|
|
|
|
|
|
|
|
Equity holders of the
Company
|
|
323.1
|
(175.8)
|
147.3
|
318.7
|
(65.2)
|
253.5
|
419.0
|
Non-controlling
interests
|
|
27.6
|
(0.3)
|
27.3
|
18.5
|
(2.1)
|
16.4
|
43.7
|
Earnings per Share
|
|
|
|
|
|
|
|
|
Basic (p)
|
9
|
23.9
|
|
10.9
|
22.7
|
|
18.0
|
30.1
|
Diluted (p)
|
9
|
23.8
|
|
10.8
|
22.5
|
|
17.9
|
29.9
|
|
|
|
|
|
|
|
|
| |
The notes on pages 33 to 58 are an
integral part of these Condensed Consolidated Financial
Statements.
Condensed Consolidated Statement
of Comprehensive Income
|
6
months
ended
|
6
months
ended
|
Year ended
|
|
30
June
|
30
June
|
31
December
|
|
2024
(unaudited)
|
2023
(unaudited)
|
2023
(audited)
|
|
£m
|
£m
|
£m
|
Profit for the period
|
174.6
|
269.9
|
462.7
|
Items that will not be
reclassified subsequently to profit or loss:
|
|
|
|
Remeasurement of the net
retirement benefit pension obligation
|
8.7
|
(2.3)
|
(11.8)
|
Tax relating to items that will
not be reclassified to profit or loss
|
0.2
|
0.1
|
-
|
Total items that will not be
reclassified subsequently to profit or loss
|
8.9
|
(2.2)
|
(11.8)
|
Items that may be reclassified
subsequently to profit or loss
|
|
|
|
Exchange loss on translation of
foreign operations
|
(0.9)
|
(263.8)
|
(351.5)
|
Net investment hedges
|
|
|
|
Exchange (loss)/gain on net
investment hedge
|
(0.9)
|
7.4
|
7.4
|
(Loss)/gain on derivatives in net
investment hedging relationships
|
(22.8)
|
(39.3)
|
92.5
|
Cash flow hedges
|
|
|
|
Fair value loss arising on hedging
instruments
|
(26.3)
|
(5.4)
|
(28.2)
|
Less: gain reclassified to profit
or loss
|
31.7
|
36.7
|
34.2
|
Movement in cost of hedging
reserve
|
5.7
|
(1.1)
|
(6.7)
|
Tax credit/(charge) relating to
items that may be reclassified subsequently to profit or
loss
|
0.1
|
0.9
|
(1.2)
|
Total items that may be
reclassified subsequently to profit or
loss
|
(13.4)
|
(264.6)
|
(253.5)
|
Other comprehensive expense for
the period
|
(4.5)
|
(266.8)
|
(265.3)
|
Total comprehensive income for the
period
|
170.1
|
3.1
|
197.4
|
Total comprehensive income for the
period attributable to:
|
|
|
|
- Equity holders of the
Company
|
140.2
|
0.9
|
155.4
|
- Non-controlling
interest
|
29.9
|
2.2
|
42.0
|
The notes on pages 33 to 58 are an
integral part of these Condensed Consolidated Financial
Statements.
Condensed Consolidated Statement
of Changes in Equity
For the six months ended 30 June
2024 (unaudited)
|
Share
capital
|
Share
premium
account
|
Translation
reserve
|
Other
reserves
|
Retained
earnings
|
Total1
|
Non-
controlling
interests
|
Total
equity
|
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
At 1 January 2024
|
1.4
|
1,878.6
|
(75.6)
|
2,090.6
|
2,853.5
|
6,748.5
|
436.1
|
7,184.6
|
Profit for the
period
|
-
|
-
|
-
|
-
|
147.3
|
147.3
|
27.3
|
174.6
|
Exchange loss on translation of
foreign
operations
|
-
|
-
|
(3.5)
|
-
|
-
|
(3.5)
|
2.6
|
(0.9)
|
Exchange gain on net
investment hedge debt
|
-
|
-
|
(0.9)
|
-
|
-
|
(0.9)
|
-
|
(0.9)
|
(Loss)/gain arising on
derivative hedges
|
-
|
-
|
(22.8)
|
11.1
|
-
|
(11.7)
|
-
|
(11.7)
|
Actuarial loss on defined benefit
pension
schemes
|
-
|
-
|
-
|
-
|
8.7
|
8.7
|
-
|
8.7
|
Tax relating to components of
other comprehensive income
|
-
|
-
|
0.1
|
-
|
0.2
|
0.3
|
-
|
0.3
|
Total comprehensive
(expense)/income for
the period
|
-
|
-
|
(27.1)
|
11.1
|
156.2
|
140.2
|
29.9
|
170.1
|
Dividends to
shareholders
|
-
|
-
|
-
|
-
|
(163.6)
|
(163.6)
|
-
|
(163.6)
|
Dividends to non-
controlling interests
|
-
|
-
|
-
|
-
|
-
|
-
|
(11.6)
|
(11.6)
|
Share award expense
|
-
|
-
|
-
|
8.6
|
-
|
8.6
|
-
|
8.6
|
Issue of share capital
|
-
|
-
|
-
|
37.5
|
-
|
37.5
|
-
|
37.5
|
Own shares purchased
|
-
|
-
|
-
|
(3.4)
|
-
|
(3.4)
|
-
|
(3.4)
|
Share
buyback2
|
(0.1)
|
-
|
-
|
0.9
|
(338.8)
|
(338.0)
|
-
|
(338.0)
|
Transfer of vested
LTIPs
|
-
|
-
|
-
|
(12.9)
|
12.9
|
-
|
-
|
-
|
Acquisition of NCI
|
-
|
-
|
-
|
-
|
-
|
-
|
0.1
|
0.1
|
Transactions with NCI
|
-
|
-
|
-
|
(0.6)
|
-
|
(0.6)
|
0.6
|
-
|
Remeasurement of put call
options
|
-
|
-
|
-
|
(2.5)
|
-
|
(2.5)
|
-
|
(2.5)
|
At 30 June 2024
|
1.3
|
1,878.6
|
(102.7)
|
2,129.3
|
2,520.2
|
6,426.7
|
455.1
|
6,881.8
|
1. Total attributable to equity
holders of the Company
2. £338.9m of shares have been
bought back during the period. £0.9m represents the net movement in
Informa's maximum liability for share buybacks with Informa's
broker through to the conclusion of the Company's close period as
at 30 June 2024 of £90.0m compared against £90.9m as at 31 December
2023
The notes on pages 33 to 58 are an
integral part of these Condensed Consolidated Financial
Statements.
For the six months ended 30 June
2023 (unaudited)
|
Share
capital
|
Share
premium
account
|
Translation
reserve
|
Other
reserves
|
Retained
earnings
|
Total1
|
Non-
controlling
interests
|
Total
equity
|
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
At 1 January 2023
|
1.4
|
1,878.6
|
175.5
|
1,928.2
|
3,168.4
|
7,152.1
|
314.2
|
7,466.3
|
Profit for the
period
|
-
|
-
|
-
|
-
|
253.5
|
253.5
|
16.4
|
269.9
|
Exchange loss on translation of
foreign operations
|
-
|
-
|
(249.6)
|
-
|
-
|
(249.6)
|
(14.2)
|
(263.8)
|
Exchange gain on net
investment hedge debt
|
-
|
-
|
7.4
|
-
|
-
|
7.4
|
-
|
7.4
|
(Loss)/gain arising on
derivative hedges
|
-
|
-
|
(39.3)
|
30.2
|
-
|
(9.1)
|
-
|
(9.1)
|
Actuarial loss on defined benefit
pension
schemes
|
-
|
-
|
-
|
-
|
(2.3)
|
(2.3)
|
-
|
(2.3)
|
Tax relating to components of
other comprehensive income
|
-
|
-
|
0.9
|
-
|
0.1
|
1.0
|
-
|
1.0
|
Total comprehensive
(expense)/income for
the period
|
-
|
-
|
(280.6)
|
30.2
|
251.3
|
0.9
|
2.2
|
3.1
|
Dividends to
shareholders
|
-
|
-
|
-
|
-
|
(95.7)
|
(95.7)
|
-
|
(95.7)
|
Dividends to non-
controlling interests
|
-
|
-
|
-
|
-
|
-
|
-
|
(1.0)
|
(1.0)
|
Share award expense
|
-
|
-
|
-
|
10.7
|
-
|
10.7
|
-
|
10.7
|
Issue of share capital
|
-
|
-
|
-
|
169.7
|
-
|
169.7
|
-
|
169.7
|
Own shares purchased
|
-
|
-
|
-
|
(3.0)
|
-
|
(3.0)
|
-
|
(3.0)
|
Share
buyback2
|
-
|
-
|
-
|
38.1
|
(290.3)
|
(252.2)
|
-
|
(252.2)
|
Transfer of vested
LTIPs
|
-
|
-
|
-
|
(11.0)
|
11.0
|
-
|
-
|
-
|
Acquisition of
NCI3
|
-
|
-
|
-
|
-
|
-
|
-
|
87.2
|
87.2
|
At 30 June 2023
|
1.4
|
1,878.6
|
(105.1)
|
2,162.9
|
3,044.7
|
6,982.5
|
402.6
|
7,385.1
|
1. Total attributable to equity
holders of the Company
2. £290.3m of shares have been
bought back during the period. £38.1m represents the net movement
in Informa's maximum liability for share buybacks with Informa's
broker through to the conclusion of the Company's close period as
at 30 June 2023 of £36.8m compared against £74.9m as at 31 December
2022
3. Acquired as part of the Tarsus
acquisition. See Note 17 in the 2023 Annual Report and
Accounts
The notes on pages
33 to 58 are an integral
part of these Condensed Consolidated Financial
Statements.
For the twelve months ended 31
December 2023 (audited)
|
Share
capital
|
Share
premium
account
|
Translation
reserve
|
Other
reserves
|
Retained
earnings
|
Total1
|
Non-
controlling
interests
|
Total
equity
|
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
At 1 January 2023
|
1.4
|
1,878.6
|
175.5
|
1,928.2
|
3,168.4
|
7,152.1
|
314.2
|
7,466.3
|
Profit for the year
|
-
|
-
|
-
|
-
|
419.0
|
419.0
|
43.7
|
462.7
|
Exchange loss on translation of
foreign operations
|
-
|
-
|
(349.8)
|
-
|
-
|
(349.8)
|
(1.7)
|
(351.5)
|
Exchange gain on net investment
hedge debt
|
-
|
-
|
7.4
|
-
|
-
|
7.4
|
-
|
7.4
|
Gain arising on derivative
hedges
|
-
|
-
|
92.5
|
(0.7)
|
-
|
91.8
|
-
|
91.8
|
Actuarial gain on defined benefit
pension schemes
|
-
|
-
|
-
|
-
|
(11.8)
|
(11.8)
|
-
|
(11.8)
|
Tax relating to components of
other comprehensive income
|
-
|
-
|
(1.2)
|
-
|
-
|
(1.2)
|
-
|
(1.2)
|
Total comprehensive
(expense)/income for
the year
|
-
|
-
|
(251.1)
|
(0.7)
|
407.2
|
155.4
|
42.0
|
197.4
|
Dividends to
shareholders
|
-
|
-
|
-
|
-
|
(176.6)
|
(176.6)
|
-
|
(176.6)
|
Dividends to non-controlling
interests
|
-
|
-
|
-
|
-
|
-
|
-
|
(16.0)
|
(16.0)
|
Share award expense
|
-
|
-
|
-
|
19.6
|
-
|
19.6
|
-
|
19.6
|
Issue of share capital
|
0.1
|
-
|
-
|
173.7
|
-
|
173.8
|
-
|
173.8
|
Shares for Trust
purchase
|
-
|
-
|
-
|
(4.8)
|
-
|
(4.8)
|
-
|
(4.8)
|
Transfer of vested
LTIPs
|
-
|
-
|
-
|
(11.1)
|
11.1
|
-
|
-
|
-
|
Share
buyback2
|
(0.1)
|
-
|
-
|
(15.8)
|
(548.3)
|
(564.2)
|
-
|
(564.2)
|
Acquisition of
NCI3
|
-
|
-
|
-
|
-
|
-
|
-
|
92.3
|
92.3
|
Transactions with NCI
|
-
|
-
|
-
|
-
|
(8.3)
|
(8.3)
|
3.6
|
(4.7)
|
Remeasurement of put call
options
|
-
|
-
|
-
|
1.5
|
-
|
1.5
|
-
|
1.5
|
At 31 December 2023
|
1.4
|
1,878.6
|
(75.6)
|
2,090.6
|
2,853.5
|
6,748.5
|
436.1
|
7,184.6
|
1. Total attributable to equity
holders of the Company
2. £548.3m of shares have been
bought back during the period. £15.9m represents the net movement
in Informa's maximum liability for share buybacks with
Informa's
broker through to the conclusion of the Company's close
period as at 31 December 2023 of £90.9m
3. The acquisition of
non-controlling interests includes £87.2m relating to the Tarsus
acquisition. See Note 17 in the 2023 Annual Report and
Accounts
The notes on pages
33 to 58 are an integral
part of these Condensed Consolidated Financial
Statements.
|
|
At 30
June 2024
|
At 30
June 2023
|
At 31
Dec 2023
|
|
|
(unaudited)
|
(unaudited)
|
(audited)
|
|
Notes
|
£m
|
£m
|
£m
|
Goodwill
|
10
|
6,683.5
|
6,505.7
|
6,629.8
|
Other intangible assets
|
|
3,034.3
|
3,241.3
|
3,140.9
|
Property and equipment
|
|
60.5
|
50.6
|
60.8
|
Right-of-use assets
|
|
232.5
|
201.1
|
211.1
|
Investments in joint ventures and
associates
|
|
48.3
|
57.8
|
58.8
|
Other investments
|
16
|
264.9
|
263.9
|
260.8
|
Deferred tax assets
|
|
11.4
|
1.8
|
17.6
|
Retirement benefit
surplus
|
|
57.0
|
55.8
|
48.1
|
Other receivables
|
|
39.3
|
57.3
|
40.8
|
Non-current assets
|
|
10,431.7
|
10,435.3
|
10,468.7
|
Inventory
|
|
38.5
|
28.9
|
36.2
|
Trade and other
receivables
|
|
657.8
|
594.6
|
549.2
|
Current tax asset
|
|
75.5
|
0.1
|
80.2
|
Cash and cash
equivalents
|
12
|
342.0
|
1,057.5
|
389.3
|
Derivative financial
instruments
|
|
0.2
|
0.6
|
0.6
|
Current assets
|
|
1,114.0
|
1,681.7
|
1,055.5
|
Total assets
|
|
11,545.7
|
12,117.0
|
11,524.2
|
Borrowings
|
13
|
-
|
(386.2)
|
-
|
Lease liabilities
|
|
(27.7)
|
(30.9)
|
(28.4)
|
Derivative financial
instruments
|
|
(0.5)
|
(10.2)
|
-
|
Current tax liabilities
|
|
(97.2)
|
(71.4)
|
(85.6)
|
Provisions
|
|
(33.4)
|
(19.8)
|
(38.1)
|
Contingent consideration and put
call options
|
16
|
(36.7)
|
(15.3)
|
(28.6)
|
Trade and other
payables
|
|
(762.6)
|
(681.6)
|
(635.7)
|
Deferred income
|
|
(1,043.5)
|
(918.6)
|
(972.8)
|
Current liabilities
|
|
(2,001.6)
|
(2,134.0)
|
(1,789.2)
|
Borrowings
|
13
|
(1,654.3)
|
(1,508.2)
|
(1,514.5)
|
Lease liabilities
|
|
(264.7)
|
(233.8)
|
(235.4)
|
Derivative financial
instruments
|
|
(108.8)
|
(115.7)
|
(77.9)
|
Deferred tax
liabilities
|
|
(532.8)
|
(554.0)
|
(540.9)
|
Retirement benefit
obligation
|
|
(5.4)
|
(6.8)
|
(6.4)
|
Provisions
|
|
(29.0)
|
(36.9)
|
(33.5)
|
Contingent consideration and put
call options
|
16
|
(44.9)
|
(116.8)
|
(109.3)
|
Trade and other
payables
|
|
(15.1)
|
(12.3)
|
(24.9)
|
Deferred income
|
|
(7.3)
|
(13.4)
|
(7.6)
|
Non-current liabilities
|
|
(2,662.3)
|
(2,597.9)
|
(2,550.4)
|
Total liabilities
|
|
(4,663.9)
|
(4,731.9)
|
(4,339.6)
|
Net assets
|
|
6,881.8
|
7,385.1
|
7,184.6
|
Share capital
|
11
|
1.3
|
1.4
|
1.4
|
Share premium account
|
|
1,878.6
|
1,878.6
|
1,878.6
|
Translation reserve
|
|
(102.7)
|
(105.1)
|
(75.6)
|
Other reserves
|
|
2,129.3
|
2,162.9
|
2,090.6
|
Retained earnings
|
|
2,520.2
|
3,044.7
|
2,853.5
|
Equity attributable to equity
holders of the Company
|
|
6,426.7
|
6,982.5
|
6,748.5
|
Non-controlling
interest
|
|
455.1
|
402.6
|
436.1
|
Total equity
|
|
6,881.8
|
7,385.1
|
7,184.6
|
The notes on pages
33 to 58 are an integral
part of these Condensed Consolidated Financial
Statements.
The Directors approved these
Condensed Consolidated Financial Statements on 24 July
2024.
Condensed Consolidated Cash Flow
Statement
|
|
6
months
ended
|
6
months
ended
|
Year
ended
31
December
|
|
|
30 June
2024
|
30 June
2023
|
2023
|
|
|
(unaudited)
|
(unaudited)
|
(audited)
|
|
Notes
|
£m
|
£m
|
£m
|
Operating activities
|
|
|
|
|
Cash generated by
operations
|
12
|
364.7
|
265.6
|
819.7
|
Income taxes paid
|
|
(54.1)
|
(41.2)
|
(112.4)
|
Interest paid
|
|
(25.2)
|
(35.8)
|
(87.1)
|
Net cash inflow from operating
activities
|
|
285.4
|
188.6
|
620.2
|
Investing activities
|
|
|
|
|
Interest received
|
|
7.2
|
38.4
|
47.9
|
Dividends received from
investments
|
|
-
|
0.5
|
1.4
|
Purchase of property and
equipment
|
|
(8.2)
|
(9.1)
|
(27.5)
|
Purchase of intangible software
assets
|
|
(28.8)
|
(22.3)
|
(55.1)
|
Product development
costs
|
|
(6.5)
|
(10.1)
|
(11.2)
|
Purchase of brands and customer
relationships
|
|
(5.5)
|
(7.0)
|
(22.8)
|
Acquisition of subsidiaries and
operations, net of cash acquired
|
14
|
(83.6)
|
(434.9)
|
(596.7)
|
Acquisition of non-controlling
interests
|
|
(14.6)
|
-
|
-
|
Acquisition of
investments
|
|
-
|
-
|
(4.3)
|
Cash inflow/(outflow) from
disposal of subsidiaries and operations
|
|
1.0
|
(8.5)
|
(16.0)
|
Net cash outflow from investing
activities
|
|
(139.0)
|
(453.0)
|
(684.3)
|
Financing activities
|
|
|
|
|
Dividends paid to
shareholders
|
8
|
-
|
-
|
(176.6)
|
Dividends paid to non-controlling
interests
|
|
(11.6)
|
(1.1)
|
(16.0)
|
Repayment of loans
|
|
-
|
-
|
(393.9)
|
Repayment of borrowings
acquired
|
|
-
|
(443.9)
|
(443.9)
|
Drawdown on borrowings
|
13
|
165.0
|
-
|
-
|
Borrowing fees paid
|
|
-
|
(1.2)
|
(1.2)
|
Loans from other parties including
joint ventures and associates
|
|
7.9
|
-
|
-
|
Repayment of principal lease
liabilities
|
|
(13.6)
|
(12.7)
|
(33.8)
|
Finance lease receipts
|
|
0.5
|
1.0
|
1.3
|
Settlement of derivative liability
associated with borrowings
|
|
-
|
-
|
(8.2)
|
Cash outflow from share
buyback
|
|
(332.8)
|
(289.9)
|
(548.0)
|
Cash outflow from purchase of
shares for Trust
|
|
(3.4)
|
(3.0)
|
(4.8)
|
Net cash outflow from financing
activities
|
|
(188.0)
|
(750.8)
|
(1,625.1)
|
Net decrease in cash and cash
equivalents
|
|
(41.6)
|
(1,015.2)
|
(1,689.2)
|
Effect of foreign exchange rate
changes
|
|
(5.7)
|
(53.1)
|
(47.3)
|
Cash and cash equivalents at
beginning of the year
|
|
389.3
|
2,125.8
|
2,125.8
|
Cash and cash equivalents at end
of period
|
12
|
342.0
|
1,057.5
|
389.3
|
The notes on pages
33 to 58 are an integral
part of these Condensed Consolidated Financial
Statements.
Notes to the Condensed
Consolidated Financial Statements
For the six months ended 30 June
2024
1. General information
and basis of preparation
Informa PLC (the 'Company') is a
company incorporated and domiciled in the United Kingdom under the
Companies Act 2006 and is listed on the London Stock Exchange. The
Company is a public company limited by shares and is registered in
England and Wales with registration number 08860726. The address of
the registered office is 5 Howick Place, London, SW1P
1WG.
The unaudited Condensed
Consolidated Financial Statements as at 30 June 2024 and for the
six months then ended comprise those of the Company and its
subsidiaries and its interests in joint ventures and associates
(together referred to as the 'Group').
The Condensed Consolidated
Financial Statements were approved for issue by the Board of
Directors on 24 July 2024 and have been prepared in accordance with
the United Kingdom adopted International Accounting Standard 34 and
the Disclosure Guidance and Transparency Rules of the United
Kingdom's Financial Conduct Authority.
The Condensed Consolidated
Financial Statements have been prepared on a going concern basis,
as outlined on page 20, and do not constitute the Group's statutory
financial statements within the meaning of section 434 of the
Companies Act 2006. The Condensed Consolidated Financial Statements
should be read in conjunction with the Annual Report and Accounts
for the year ended 31 December 2023, which have been prepared in
accordance with international accounting standards in conformity
with the Companies Act 2006 and with UK adopted International
Accounting Standards.
The Group's most recent statutory
financial statements, which comprise the Annual Report and Accounts
for the year ended 31 December 2023, were approved by the Directors
on 7 March 2024 and delivered to the Registrar of Companies. The 31
December 2023 balances in this report have been extracted from the
Annual Report. The Auditor's Report on those accounts was not
qualified, did not include a reference to any matters to which the
auditors drew attention by way of emphasis without qualifying the
report and did not contain statements under section 498 of the
Companies Act 2006. The Consolidated Financial Statements of the
Group as at, and for the year ended, 31 December 2023 are available
upon request from the Company's registered office at 5 Howick
Place, London, SW1P 1WG, United Kingdom or at www.informa.com.
2. Accounting policies
and estimates
In the application of the Group's
accounting policies, which are described in the Annual Report and
Accounts, the Directors are required to make judgements, estimates
and assumptions about the carrying amounts of assets and
liabilities that are not readily apparent from other sources. The
estimates and associated assumptions are based on historical
experience and other factors that are considered to be relevant.
Actual results may differ from these estimates.
The same accounting policies and
methods of computation are followed in the Condensed Consolidated
Financial Statements for the six months ended 30 June 2024 as
compared with the most recent Annual Report and Accounts, with the
exception of the tax charge/credit in the Condensed Consolidated
Income Statement for the interim period which is determined using
an estimate of the Effective Tax Rate for the full year, adjusted
for any adjusting items in the period.
Critical accounting judgements and
key sources of estimation uncertainty
As at 30 June 2024, the Group
noted the following judgements concerning the amounts recognised in
the Condensed Consolidated Financial Statements. There are no
critical accounting judgements or key sources of estimation
uncertainty relating to climate-related risks.
Identification of adjusting
items
The Group provides adjusted
results and underlying measures in addition to statutory measures,
in order to provide additional useful information on business
performance trends to Shareholders. The Board considers these
non-GAAP measures as an appropriate way to measure the Group's
performance because it aids comparability to the prior
period.
The terms 'adjusted' and
'underlying' are not defined terms under IFRS and may not therefore
be comparable with similarly titled measurements reported by other
companies. Management is therefore required to exercise its
judgement in appropriately identifying and describing these items.
These measures are not intended to be a substitute for, or superior
to, IFRS measurements. Refer to the Glossary of terms for further
understanding of adjusting items.
The Financial Review provides
reconciliations of alternative performance measures (APMs) to
statutory measures and provides the basis of calculation for
certain APMs. These APMs are provided on a consistent basis with
the prior year.
Estimation uncertainty
As at 30 June 2024, the Group
noted two key sources of estimation uncertainty. As set out in Note
10, no reasonably possible change in assumptions for the goodwill
impairment assessment would give rise to an impairment, and
therefore the cashflow forecasts for the impairment assessment of
goodwill are not assessed to be a key source of estimation
uncertainty at 30 June 2024, in line with 31 December 2023. Details
of the two key sources of estimation uncertainty are given
below.
Measurement of retirement benefit
obligations
The measurement of the retirement
benefit obligation involves the use of several assumptions which
have been updated for 30 June 2024. The most significant of these
relate to the discount rate and mortality assumptions. The most
significant scheme is the UBM Pension Scheme (UBMPS). Note 33 of
the Financial Statements for the year ended 31 December 2023
details the principal assumptions which have been adopted following
advice received from independent actuaries and also provides
sensitivity analysis with regard to changes to these assumptions.
As at 30 June 2024, the Group has a total pension liability of
£453.9m (30 June 2023: £448.1m, 31 December 2023: £478.2m), and a
net pension surplus of £51.6m (30 June 2023: net surplus of £49.0m,
31 December 2023: net surplus of £41.7m).
Measurement of retained stake in Pharma
Intelligence
As part of the disposal of Pharma
Intelligence in 2022, the Group retained an investment of 15%.
Pharma Intelligence was subsequently merged with Norstella leaving
Informa with an effective stake of 6.7% which is held at a fair
value of £161.3m as at 30 June 2024. The valuation of the
investment involves a number of unobservable inputs, with the most
significant of these being the discount rate where a reasonable
change to the rate could cause a material adjustment to the fair
value of the investment within the next financial year. The £161.3m
fair value is based on a discount rate of 9.4%. Sensitivities have
been run on the discount rate, with a 0.5% change being considered
a reasonable possible change for the purposes of sensitivity
analysis. A 9.9% discount rate would result in a fair value of
£144.7m while a discount rate of 8.9% would result in a fair value
of £180.4m.
Basis of preparation
The Group has adopted new
standards and interpretations effective as of 1 January 2024,
specifically, these are:
●
Amendments to IFRS 16 - Leases on sale and
leaseback
●
Amendments to IAS 1 - Non-current liabilities
with covenants
●
Amendment to IAS 7 and IFRS 7 - Supplier
finance
The adoption of these amendments
and interpretations has not led to any changes to the Group's
accounting policies or had any material impact on the financial
position or performance of the Group. Other amendments to IFRSs
effective for the period ended 30 June 2024 have no impact on the
Group.
Revenue
IFRS 15 Revenue from Contracts
with Customers provides a single, principles-based five-step model
to be applied to all sales contracts. It is based on the transfer
of control of goods and services to customers and requires the
identification and assessment of the satisfaction of delivery of
each performance obligation in contracts in order to recognise
revenue.
Where separate performance
obligations are identified in a single contract, total revenue is
allocated on the basis of relative stand-alone selling prices to
each performance obligation, or management's best estimate of
relative value where stand-alone selling prices do not
exist.
Revenue is measured at the fair
value of consideration received or receivable and represents
amounts receivable for goods and services provided in the normal
course of business, net of discounts, VAT and other sales-related
taxes, and provisions for returns and cancellations. Revenue for
each category type is typically fixed at the date of the order and
is not variable.
Payments received in advance of
the satisfaction of a performance obligation are held as deferred
income until the point at which the performance obligation is
satisfied. Aside from an immaterial amount which is separately
disclosed on the face of the Condensed Consolidated Balance Sheet
under non-current liabilities and relates to payment in advance
received for biennial and triennial events and exhibitions,
deferred income balances included in current liabilities at the
reporting date will be recognised as revenue within 12 months.
Therefore, the aggregate amount of the transaction price in respect
of performance obligations that are unsatisfied at the reporting
date is the deferred income balance which will be satisfied within
one year.
Revenue type
|
Performance
obligations
|
Revenue recognition
accounting policy
|
Timing of customer
payments
|
Exhibitor and related
services
|
Provision of services associated
with exhibition and conference events, including virtual
events.
|
Performance obligations are
satisfied at the point of time that services are provided to the
customer with revenue recognised when the event has taken
place.
|
Payments for events are normally
received in advance of the event dates, which are typically up to
12 months in advance of the event date, and are held as deferred
income until the event date.
|
Subscriptions
|
Provision of journals and online
information services that are provided on a periodic basis or
updated on a real-time basis.
|
Performance obligations are
satisfied both at a point in time, with revenue recognised at that
point and over time, with revenue recognised straight-line over the
period of the subscription.
|
Subscription payments are normally
received in advance of the commencement of the subscription period,
which is typically a 12-month period, and are held as deferred
income.
|
Transactional sales
|
Provision of books and specific
publications in print or digital format.
|
Revenue is recognised at the point
of time when control of the product is passed to the customer or
the
information service has been provided. Control is passed to the
customer when the goods have been delivered to them.
|
Transactional sales to customers
are typically on credit terms and customers pay according to these
terms.
|
Attendee revenue
|
Provision of exhibition or
conference events.
|
Performance obligations are
satisfied at the point of time that the event is held, with
attendee revenue recognised at this date.
|
Payments by attendees are normally
received either in advance of the event date and are held as
deferred income until the event date, or at the event.
|
Marketing and advertising
services
|
Provision of advertising and
marketing services.
|
Performance obligations are
satisfied over the period of the advertising subscription or over
the period when the marketing services are provided. Revenue
is recognised on a straight-line basis over the subscription
period.
|
Payments for such services are
normally received in advance of the marketing or advertising period
and are held as deferred income until the services are
provided.
|
Sponsorship revenue
|
Provision of event
sponsorship.
|
Revenue relating to sponsorship at
events is recognised on a point of time basis at the event
date.
|
Payments for such services are
normally received in advance of the sponsorship period and are held
as deferred income until the services are provided.
|
|
|
|
| |
Revenue relating to barter
transactions is recorded at fair value and the timing of
recognition is in line with the above. Expenses from barter
transactions are recorded at fair value and recognised as incurred.
Barter transactions typically involve the trading of show space or
conference places in exchange for services provided at events or
media advertising.
There are no material contract
assets arising on work performed in order to deliver performance
obligations. Where there are incremental costs of obtaining a
contract, the Company has elected to apply the practical expedient
in IFRS 15 which permits those costs to be expensed when incurred.
See Note 3 for further details of revenue by type, business segment
and geographic location.
Financial risk management and
financial instruments
The Group has exposure to the
following risks from its use of financial instruments:
●
Insufficient capital risk management
●
Financial market risk
●
Credit risk
●
Liquidity risk
The Condensed Consolidated
Financial Statements do not include all financial risk management
information and disclosures required in the annual financial
statements; they should be read in conjunction with the Group's
Financial Statements as at 31 December 2023.
Impairment of goodwill
We consider whether the carrying
value of our goodwill is impaired on an annual basis and more
frequently if there are indicators of impairment. The most recent
annual impairment review was performed as at 31 December 2023. For
the half year we consider whether there have been any impairment
indicators identified, either internal or external and undertake an
impairment review if indicators are identified.
We test for the impairment of
intangible assets at the individual Cash Generating Unit ("CGU")
level and do this by comparing the carrying value of assets in each
cash CGU with the recoverable amount being the higher of the fair
value less cost to sell and value in use calculations derived from
the latest Group cash flow projections.
We test for the impairment of
goodwill at the level at which goodwill is monitored, being the
business segment level for all segments. We test for goodwill
impairment by aggregating the carrying value of assets across CGUs
or individual CGUs and comparing this to the recoverable
amount.
Business combinations
The acquisition of subsidiaries
and other asset purchases that are assessed as meeting the
definition of a business under the rules of IFRS 3 Business
Combinations are accounted for using the acquisition method. The
consideration for each acquisition is measured at the aggregate of
fair values of assets given, liabilities incurred or assumed, and
equity instruments issued by the Group in exchange for control of
the acquiree. If the accounting for business combinations involves
provisional amounts, which are finalised in a subsequent reporting
period during the 12-month measurement period as permitted under
IFRS 3, restatement of these provisional amounts may be required in
the subsequent reporting period. Acquisitions of the Group could be
subject to post-acquisition adjustments, therefore, as permitted by
IFRS 3, acquisitions have been accounted for using a provisional
accounting basis. Acquisition and integration costs incurred are
expensed and included in adjusting items in the Consolidated Income
Statement.
If the business combination is
achieved in stages, the acquisition-date fair value of the
acquirer's previously held equity interest in the acquiree is
remeasured to fair value at the acquisition date through the
Consolidated Income Statement. Any contingent consideration to be
transferred by the acquirer will be recognised at fair value at the
acquisition date. Subsequent changes to the fair value of the
contingent consideration, which is classified as a financial
liability that is within the scope of IFRS 9 Financial Instruments,
will be recognised in the Income Statement.
Goodwill is initially measured at
cost, being the excess of the aggregate of the consideration
transferred and the amount recognised for non-controlling interests
over the net identifiable assets acquired and liabilities assumed.
If this consideration is lower than the fair value of the net
assets of the subsidiary acquired, the difference is recognised in
the Consolidated Income Statement. The Group recognises any
non-controlling interest at the proportionate share of the
acquiree's identifiable net assets.
3.
Business segments
The Group has identified
reportable segments based on financial information used by the
Directors in allocating resources and making strategic decisions.
We consider the chief operating decision makers to be the Executive
Directors. The Group's four identified reportable segments under
IFRS 8 Operating Segments are as described in the Divisional
Trading Review. There is no difference between the Group's
operating segments and the Group's reportable segments. Tarsus was
presented as a separate segment at 30 June 2023 and has been
subsequently integrated within Informa Markets and Informa
Connect.
Segment revenue and
results
Six months ended 30 June 2024
(unaudited)
|
Informa
Markets
|
Informa
Tech
|
Informa
Connect
|
Taylor
& Francis
|
Total
|
|
£m
|
£m
|
£m
|
£m
|
£m
|
Revenue
|
838.3
|
227.6
|
328.3
|
301.1
|
1,695.3
|
Adjusted operating profit before
joint ventures and associates1
|
273.5
|
30.3
|
67.4
|
94.4
|
465.6
|
Share of adjusted results of
joint
ventures and associates
|
1.3
|
-
|
-
|
-
|
1.3
|
Adjusted operating
profit
|
274.8
|
30.3
|
67.4
|
94.4
|
466.9
|
Intangible asset
amortisation2
|
(90.3)
|
(18.8)
|
(26.0)
|
(20.8)
|
(155.9)
|
Impairment - right-of-use
assets
|
-
|
(1.4)
|
(1.8)
|
(0.3)
|
(3.5)
|
Impairment - property and
equipment
|
(0.3)
|
(0.1)
|
-
|
-
|
(0.4)
|
Acquisition costs
|
(2.3)
|
(20.6)
|
(0.3)
|
(0.5)
|
(23.7)
|
Integration costs
|
(4.5)
|
(1.7)
|
(4.8)
|
(0.5)
|
(11.5)
|
Restructuring and reorganisation
credit/(costs)
|
0.1
|
(4.5)
|
(0.1)
|
(0.4)
|
(4.9)
|
Fair value (loss)/gain on
contingent consideration
|
(0.6)
|
6.0
|
(9.5)
|
-
|
(4.1)
|
Operating profit/(loss)
|
176.9
|
(10.8)
|
24.9
|
71.9
|
262.9
|
Fair value gain on
investments
|
|
|
|
|
4.3
|
Loss on disposal of
subsidiaries
and equity interests
|
|
|
|
|
(4.1)
|
Finance income
|
|
|
|
|
6.6
|
Finance costs
|
|
|
|
|
(32.3)
|
Profit before tax
|
|
|
|
|
237.4
|
1. Adjusted operating profit
before joint ventures and associates included the following amounts
for depreciation and other amortisation: £17.2m for Informa
Markets, £4.4m for Informa Tech, £12.2m for Informa Connect and
£10.5m for Taylor & Francis
2. Excludes acquired intangible
product development and software amortisation
Six months ended 30 June 2023
(unaudited and re-presented)
The business segment results for
the six months ended 30 June 2023 have been re-presented, with no
impact on the reported Condensed Consolidated Income Statement, to
reflect:
•
Integrating the Tarsus business into the existing Informa
segments
• A
transfer of the Aesthetics Medicine business from the Informa
Markets segment to the Informa Connect segment
•
Reallocation of events between Informa divisions
|
Informa
Markets3,4,5
|
Informa
Tech5
|
Informa
Connect3,4,5
|
Taylor
& Francis
|
Total
|
|
£m
|
£m
|
£m
|
£m
|
£m
|
Revenue
|
760.8
|
197.6
|
278.7
|
283.4
|
1,520.5
|
Adjusted operating profit before
joint ventures and associates1
|
237.0
|
27.6
|
60.7
|
87.1
|
412.4
|
Share of adjusted results of
joint
ventures and
associates6
|
1.1
|
-
|
-
|
-
|
1.1
|
Adjusted operating
profit
|
238.1
|
27.6
|
60.7
|
87.1
|
413.5
|
Intangible asset
amortisation2,7
|
(87.5)
|
(18.8)
|
(18.1)
|
(26.6)
|
(151.0)
|
Reversal of impairment -
right-of-use assets
|
-
|
-
|
0.5
|
-
|
0.5
|
Acquisition
costs8
|
(15.8)
|
1.5
|
(22.0)
|
(0.2)
|
(36.5)
|
Integration
costs8
|
(0.6)
|
(0.6)
|
(1.9)
|
-
|
(3.1)
|
Restructuring and reorganisation
credit/(costs)
|
0.7
|
(0.3)
|
(0.7)
|
-
|
(0.3)
|
Fair value (loss)/gain on
contingent consideration
|
(1.1)
|
78.0
|
(0.4)
|
(0.7)
|
75.8
|
Operating profit
|
133.8
|
87.4
|
18.1
|
59.6
|
298.9
|
Fair value gain on
investments
|
|
|
|
|
9.4
|
Profit on disposal of
subsidiaries
and equity interests
|
|
|
|
|
4.3
|
Finance income
|
|
|
|
|
37.9
|
Finance costs
|
|
|
|
|
(35.9)
|
Profit before tax
|
|
|
|
|
314.6
|
1. Adjusted operating profit
before joint ventures and associates included the following amounts
for depreciation and other amortisation: £16.8m for Informa
Markets, £3.2m for Informa Tech, £9.8m for Informa Connect and
£8.0m for Taylor & Francis
2. Excludes acquired intangible
product development and software amortisation
3. As a result of the Aesthetic
Medicine business transferring from Informa Markets to Informa
Connect, these figures have been re-presented.
Aesthetic Medicine generated
£17.2m in revenue for the six months ended 30 June 2023 which
translated to £8.6m in adjusted operating profit before joint
ventures and associates
4. The figures have also been
re-presented to integrate the Tarsus business into the existing
Informa segments, with £21.7m in revenue transferring to Informa
Markets and £9.2m to Informa Connect and £6.3m and £1.4m in
adjusted operating profit before joint ventures and associates
respectively
5. Remaining movements relate to
the reallocation of events between Informa divisions, with Informa
Markets transferring events to Informa Connect and Informa Tech.
The events allocated to Informa Connect had £1.8m in revenue for
the six months ended 30 June 2023 which translated to £0.5m in
adjusted operating profit before joint ventures and associates and
Informa Tech £0.8m and £0.4m respectively
6. £0.2m of Tarsus share of
adjusted results of joint ventures and associates were re-presented
within Informa Markets
7. This balance has been
re-presented to allocate £4.2m within Informa Markets and £2.7m
within Informa Connect from the Tarsus business. Aesthetic Medicine
had £0.8m in intangible asset amortisation in the period
8. The Tarsus acquisition and
integration costs were allocated to existing Informa divisions.
£15.6m of acquisition costs and £0.5m integration costs were
transferred to Informa Markets, and £9.2m and £0.3m respectively
were transferred to Informa Connect
Year ended 31 December 2023
(audited)
|
Informa
Markets
|
Informa
Tech
|
Informa
Connect
|
Taylor
& Francis
|
Total
|
|
£m
|
£m
|
£m
|
£m
|
£m
|
Revenue
|
1,593.3
|
396.7
|
580.6
|
619.0
|
3,189.6
|
Adjusted operating profit before
joint ventures and associates1
|
454.7
|
72.9
|
102.5
|
217.9
|
848.0
|
Share of adjusted results of
joint
ventures and associates
|
5.8
|
-
|
-
|
-
|
5.8
|
Adjusted operating
profit
|
460.5
|
72.9
|
102.5
|
217.9
|
853.8
|
Intangible asset
amortisation2
|
(179.0)
|
(37.5)
|
(43.4)
|
(52.9)
|
(312.8)
|
Impairment - acquisition-related
and other intangibles
|
(24.5)
|
(0.3)
|
(0.3)
|
-
|
(25.1)
|
Reversal of
impairment/(impairment) - IFRS 16 right-of-use assets
|
0.1
|
(0.3)
|
0.8
|
-
|
0.6
|
Acquisition costs
|
(15.7)
|
(17.0)
|
(19.7)
|
(0.9)
|
(53.3)
|
Integration costs
|
(8.3)
|
(2.9)
|
(8.5)
|
-
|
(19.7)
|
Restructuring and reorganisation
credits/(costs)
|
1.8
|
1.1
|
(0.5)
|
(13.4)
|
(11.0)
|
Fair value (loss)/gain on
contingent consideration
|
(7.3)
|
82.4
|
0.7
|
(0.2)
|
75.6
|
Foreign exchange loss on swap
settlement
|
(2.8)
|
(0.7)
|
(1.0)
|
(1.1)
|
(5.6)
|
Credit in respect of unallocated
cash
|
3.3
|
0.8
|
1.2
|
-
|
5.3
|
Operating profit
|
228.1
|
98.5
|
31.8
|
149.4
|
507.8
|
Fair value gain on
investments
|
|
|
|
|
1.3
|
Profit on disposal of
subsidiaries
and equity interests
|
|
|
|
|
3.0
|
Finance income
|
|
|
|
|
47.4
|
Finance costs
|
|
|
|
|
(67.4)
|
Profit before tax
|
|
|
|
|
492.1
|
1. Adjusted operating profit
before joint ventures and associates included the following amounts
for depreciation and other amortisation: £33.7m for Informa
Markets, £22.1m for Informa Connect, £6.9m for Informa Tech and
£18.2m for Taylor & Francis
2. Excludes acquired intangible
product development and software amortisation
Segment revenue by type
An analysis of the Group's revenue
by segment and type is as follows:
Six months ended 30 June 2024
(unaudited)
|
Informa
Markets
|
Informa
Tech
|
Informa
Connect
|
Taylor
&
Francis
|
Total
|
|
£m
|
£m
|
£m
|
£m
|
£m
|
Exhibitor
|
680.0
|
53.9
|
77.4
|
-
|
811.3
|
Subscriptions
|
19.6
|
33.5
|
75.3
|
171.1
|
299.5
|
Transactional sales
|
3.2
|
12.1
|
19.7
|
129.1
|
164.1
|
Attendee
|
56.8
|
20.3
|
92.1
|
-
|
169.2
|
Marketing and advertising
services
|
38.2
|
57.3
|
19.5
|
0.9
|
115.9
|
Sponsorship
|
40.5
|
50.5
|
44.3
|
-
|
135.3
|
Total
|
838.3
|
227.6
|
328.3
|
301.1
|
1,695.3
|
Six months ended 30 June 2023
(unaudited and re-presented)
|
Informa
Markets1,2,3
|
Informa
Tech3
|
Informa
Connect1,2.3
|
Taylor
& Francis
|
Total
|
|
£m
|
£m
|
£m
|
£m
|
£m
|
Exhibitor
|
626.8
|
45.1
|
60.5
|
-
|
732.4
|
Subscriptions
|
16.7
|
31.9
|
67.4
|
165.5
|
281.5
|
Transactional sales
|
2.0
|
12.5
|
22.0
|
117.4
|
153.9
|
Attendee
|
41.5
|
20.7
|
76.8
|
-
|
139.0
|
Marketing and advertising
services
|
40.1
|
60.9
|
15.3
|
0.5
|
116.8
|
Sponsorship
|
33.7
|
26.5
|
36.7
|
-
|
96.9
|
Total
|
760.8
|
197.6
|
278.7
|
283.4
|
1,520.5
|
1. As a result of the Aesthetic
Medicine business transferring from Informa Markets to Informa
Connect, these figures have been re-presented.
Aesthetic Medicine generated
£17.2m in revenue for the six months ended 30 June 2023
2. The figures have also been
re-presented to integrate the Tarsus business into the existing
Informa segments, with £21.7m in revenue transferring to Informa
Markets and £9.2m to Informa Connect
3. Remaining movements relate to
the reallocation of events between Informa divisions
Year ended 31 December 2023
(audited)
|
Informa
Markets
|
Informa
Tech
|
Informa
Connect
|
Taylor
& Francis
|
Total
|
|
£m
|
£m
|
£m
|
£m
|
£m
|
Exhibitor
|
1,309.4
|
85.1
|
103.8
|
-
|
1,498.3
|
Subscriptions
|
34.8
|
58.7
|
144.0
|
346.1
|
583.6
|
Transactional sales
|
4.3
|
26.5
|
45.6
|
272.0
|
348.4
|
Attendee
|
74.8
|
54.4
|
164.8
|
-
|
294.0
|
Marketing and advertising
services
|
91.0
|
116.3
|
36.0
|
0.9
|
244.2
|
Sponsorship
|
79.0
|
55.7
|
86.4
|
-
|
221.1
|
Total
|
1,593.3
|
396.7
|
580.6
|
619.0
|
3,189.6
|
4. Adjusting
items
The Board considers certain items
should be recognised as adjusting items (see glossary of terms for
the definition of adjusting items) since, due to their nature or
infrequency, such presentation is relevant to an understanding of
the Group's performance. These items do not relate to the Group's
underlying trading and are adjusted from the Group's adjusted
operating profit measure. The following charges/(credits) are
presented as adjusting items:
|
6
months
|
6
months
|
Year
ended
|
|
ended
30 June
2024
|
ended
30 June
2023
|
31
December
2023
|
|
(unaudited)
|
(unaudited)
|
(audited)
|
|
£m
|
£m
|
£m
|
Intangible asset
amortisation1
|
155.9
|
151.0
|
312.8
|
Impairment - acquisition-related
and other intangible assets
|
-
|
-
|
25.1
|
Impairment/(reversal) -
right-of-use assets
|
3.5
|
(0.5)
|
(0.6)
|
Impairment - property and
equipment
|
0.4
|
-
|
-
|
Acquisition costs
|
23.7
|
36.5
|
53.3
|
Integration
costs2
|
11.5
|
3.1
|
19.7
|
Restructuring and reorganisation
costs
|
4.9
|
0.3
|
11.0
|
Fair value loss on contingent
consideration
|
19.5
|
3.0
|
12.0
|
Fair value gain on contingent
consideration
|
(15.4)
|
(78.8)
|
(87.6)
|
Foreign exchange loss on swap
settlement
|
-
|
-
|
5.6
|
Credit in respect of unallocated
cash
|
-
|
-
|
(5.3)
|
Adjusting items in operating
profit2
|
204.0
|
114.6
|
346.0
|
Fair value gain on
investments
|
(4.3)
|
(9.4)
|
(1.3)
|
Loss/(profit) on disposal of
subsidiaries and equity interests
|
4.1
|
(4.3)
|
(3.0)
|
Finance costs
|
-
|
0.8
|
0.8
|
Adjusting items in profit before
tax
|
203.8
|
101.7
|
342.5
|
Tax related to adjusting
items
|
(27.7)
|
(34.4)
|
(127.0)
|
Adjusting items in profit for the
period
|
176.1
|
67.3
|
215.5
|
1.
Intangible asset amortisation is in respect of acquired intangibles
and excludes amortisation of software and product
development
2.
Includes £1.5m (HY 2023: nil; FY 2023: £1.5m) relating to joint
ventures and associates
●
Intangible asset amortisation is the amortisation
charged in respect of intangible assets acquired through business
combinations or the acquisition of trade and assets. The charge is
not considered related to the underlying performance of the Group
and it can fluctuate materially period-on-period as and when new
businesses are acquired or disposed of. It is noted that the
revenue and results from the related business combinations have
been included within the adjusted results.
●
Impairment/(reversal) of right-of-use assets
mainly relate to the permanent closure or re-opening of previously
impaired office properties. These have been classified as adjusting
items based on being infrequent in nature and therefore not being
considered to be part of the usual underlying costs of the Group
and to provide comparability of underlying results to prior
periods.
●
Acquisition and integration costs are costs
incurred in acquiring and integrating share and asset acquisitions.
These are classified as adjusting items as these costs relate to
M&A activity, which is not considered to be part of the usual
underlying activities of the Group.
●
Restructuring and reorganisation costs are costs
incurred by the Group in business restructuring and operating model
changes and specific and non-recurring legal costs. These
have been classified as adjusting items when they relate to
specific initiatives following reviews of our organisational
operations during the period and are therefore adjusted to provide
comparability to prior periods.
●
Fair value (gains)/losses on contingent
consideration are recognised in the period as charges or credits to
the Consolidated Income Statement unless these qualify as
measurement period adjustments arising within one year from the
acquisition date. These are classified as adjusting items as they
arise as a result of acquisitions and are not part of the
underlying operations of the business and are therefore adjusted to
provide comparability of underlying results to prior periods. It is
noted that the revenue and results from the related acquisitions
have been included within the adjusted results.
●
Fair value gain on investments is the gain as a
result of an increase in the fair value of investments held. This
is classified as an adjusting item as is not considered related to
the underlying trading operations and performance of the Group and
is therefore adjusted to provide comparability to prior
periods.
●
Loss/(profit) on disposal of subsidiaries and
equity interests relates to disposals in the current period or
subsequent costs or credits relating to prior disposals. These are
classified as adjusting items as these losses/(profits) relate to
disposals and are not considered part of the underlying operations
of the business and are therefore adjusted to provide comparability
of underlying results to prior periods.
5. Finance
income
|
6
months
|
6
months
|
Year
ended
|
|
ended
30
June
2024
|
ended
30 June
2023
|
31
December
2023
|
|
(unaudited)
|
(unaudited)
|
(audited)
|
|
£m
|
£m
|
£m
|
Interest income on bank
deposits
|
6.2
|
37.7
|
46.7
|
Interest income finance lessor
leases
|
0.2
|
0.1
|
0.4
|
Fair value gain on financial
instruments through the income
statement
|
0.2
|
0.1
|
0.3
|
Total finance income
|
6.6
|
37.9
|
47.4
|
6. Finance
costs
|
6
months
|
6
months
|
Year
ended
|
|
ended
30 June
2024
|
ended
30 June
2023
|
31
December
2023
|
|
(unaudited)
|
(unaudited)
|
(audited)
|
|
£m
|
£m
|
£m
|
Interest expense on borrowings and
loans
|
25.1
|
30.2
|
58.2
|
Interest on IFRS 16
leases
|
6.6
|
5.5
|
11.2
|
Interest cost on pension scheme
net surplus
|
0.5
|
0.5
|
(1.8)
|
Total interest expense
|
32.2
|
36.2
|
67.6
|
Non-income taxes in relation to
intra-Group financing
|
-
|
-
|
0.1
|
Fair value gain/(loss) on
financial instruments through the income statement
|
0.1
|
(1.1)
|
(1.1)
|
Financing costs before adjusting
items
|
32.3
|
35.1
|
66.6
|
Adjusting
items1
|
-
|
0.8
|
0.8
|
Total finance costs
|
32.3
|
35.9
|
67.4
|
1. The adjusting item for 2023
relates to the revaluation of the BolognaFiere convertible bond
issued in December 2022
7. Taxation
The tax charge
comprises:
|
6
months
ended
30 June
2024
(unaudited)
|
6
months
ended
30 June
2023
(unaudited)
|
Year
ended
31
December
2023
(audited)
|
|
£m
|
£m
|
£m
|
Current tax
|
71.2
|
62.9
|
74.3
|
Deferred tax
|
(8.4)
|
(18.2)
|
(44.9)
|
Total tax charge on profit on
ordinary activities
|
62.8
|
44.7
|
29.4
|
The Adjusted Effective Tax Rate of
20.5% (H1 2023: 19.0%) has been estimated using full year forecasts
and has then been applied to the adjusted profit before tax for the
period. The tax charge on adjusting items for the period has been
calculated by applying to each adjusting item the tax rate for the
jurisdiction in which the adjusting item arises, to the extent the
item is expected to be taxable/deductible.
8.
Dividends
As at 30 June 2024, £163.9m (30
June 2023: £95.9m and 31 December 2023: £0.3m) of dividends are
still to be paid. The proposed final dividend for the year ended 31
December 2023 of 12.2 pence per share was approved at the AGM on 21
June 2024 and was paid on 12 July 2024. This has been included as a
liability as at 30 June 2024.
The proposed interim dividend for
the six months ended 30 June 2024 of 6.4 pence per share (30 June
2023: 5.8 pence per share), has been approved by the Board and will
be paid on 20 September 2024 to ordinary shareholders registered as
at the close of business on 9 August 2024. This has not been
included as a liability in these Condensed Consolidated Financial
Statements.
9. Earnings per
share
Basic EPS
The basic earnings per share (EPS)
calculation is based on the profit attributable to Equity
Shareholders of the Company. To calculate basic earnings per share
this amount is divided by the weighted average number of shares in
issue (which is stated after deducting shares held by the Employee
Share Trust and ShareMatch).
Diluted EPS
The diluted EPS calculation is
based on the basic EPS calculation above, except that the weighted
average number of shares includes all potentially dilutive options
granted by the reporting date as if those options had been
exercised on the first day of the accounting period or the date of
the grant, if later.
Weighted average number of
shares
The table below sets out the
weighted average number of shares used in the calculation of
diluted EPS for both statutory and adjusted purposes showing the
adjustment in respect of dilutive potential Ordinary
Shares.
|
6 months
ended
|
6 months
ended
|
Year
ended
|
|
30 June
2024
|
30 June
2023
|
31
December 2023
|
|
(unaudited)
|
(unaudited)
|
(audited)
|
Weighted average number of shares
used in basic earnings per share
|
1,350,895,110
|
1,405,563,269
|
1,394,051,260
|
Effect of dilutive potential
ordinary shares
|
8,104,397
|
8,695,670
|
8,670,882
|
Weighted average number of shares
used
in diluted EPS
calculation
|
1,358,999,507
|
1,414,258,939
|
1,402,722,142
|
Statutory EPS
|
6 months
ended
30 June
2024
(unaudited)
|
6 months
ended
30 June
2023
(unaudited)
|
Year
ended
31
December 2023
(audited)
|
|
Earnings
£m
|
Per
share
amount
Pence
|
Earnings
£m
|
Per
share
amount
Pence
|
Earnings
£m
|
Per
share
amount
Pence
|
Earnings for the purpose of basic
EPS
|
174.6
|
|
269.9
|
|
462.7
|
|
Non-controlling
interests
|
(27.3)
|
|
(16.4)
|
|
(43.7)
|
|
Earnings for the purpose of
statutory basic EPS (p)
|
147.3
|
10.9
|
253.5
|
18.0
|
419.0
|
30.1
|
Effect of dilutive potential
ordinary
shares
|
-
|
(0.1)
|
-
|
(0.1)
|
-
|
(0.2)
|
Earnings for the purpose of
statutory diluted EPS (p)
|
147.3
|
10.8
|
253.5
|
17.9
|
419.0
|
29.9
|
Adjusted EPS
The basic and diluted adjusted EPS
calculations have been presented to provide additional useful
information on the underlying performance. Profits are based on
operations attributable to equity shareholders and are adjusted to
exclude items that in the opinion of the Directors would distort
underlying results, with those items detailed in Note 4.
|
6 months
ended
30 June
2024
(unaudited)
|
6 months
ended
30 June
2023
(unaudited)
|
Year
ended
31
December 2023
(audited)
|
|
Earnings
£m
|
Per
share
amount
Pence
|
Earnings
£m
|
Per
share
amount
Pence
|
Earnings
£m
|
Per
share
amount
Pence
|
Earnings for the purpose of
basic
EPS/statutory basic EPS
(p)
|
147.3
|
10.9
|
253.5
|
18.0
|
419.0
|
30.1
|
Adjusting items:
|
|
|
|
|
|
|
Intangible asset
amortisation
|
155.9
|
11.5
|
151.0
|
10.7
|
312.8
|
22.4
|
Impairment -
acquisition-related
intangible assets
|
-
|
-
|
-
|
-
|
25.1
|
1.8
|
Impairment/(reversal) -
right-of-use assets
|
3.5
|
0.3
|
(0.5)
|
-
|
(0.6)
|
-
|
Impairment - property and
equipment
|
0.4
|
-
|
-
|
-
|
-
|
-
|
Acquisition costs
|
23.7
|
1.8
|
36.5
|
2.6
|
53.3
|
3.8
|
Integration costs
|
11.5
|
0.8
|
3.1
|
0.2
|
19.7
|
1.4
|
Restructuring and reorganisation
costs
|
4.9
|
0.4
|
0.3
|
-
|
11.0
|
0.8
|
Fair value loss on contingent
consideration
|
19.5
|
1.4
|
3.0
|
0.2
|
12.0
|
0.9
|
Fair value gain on contingent
consideration
|
(15.4)
|
(1.1)
|
(78.8)
|
(5.6)
|
(87.6)
|
(6.3)
|
Foreign exchange loss on swap
settlement
|
-
|
-
|
-
|
-
|
5.6
|
0.4
|
Credit in respect of unallocated
cash
|
-
|
-
|
-
|
-
|
(5.3)
|
(0.4)
|
Fair value gain on
investments
|
(4.3)
|
(0.3)
|
(9.4)
|
(0.7)
|
(1.3)
|
(0.1)
|
Loss/(profit) on disposal of
subsidiaries and equity interests
|
4.1
|
0.3
|
(4.3)
|
(0.3)
|
(3.0)
|
(0.2)
|
Finance costs
|
-
|
-
|
0.8
|
0.1
|
0.8
|
0.1
|
Tax related to adjusting
items
|
(27.7)
|
(2.1)
|
(34.4)
|
(2.4)
|
(127.0)
|
(9.1)
|
Non-controlling interest adjusting
items
|
(0.3)
|
-
|
(2.1)
|
(0.1)
|
0.6
|
-
|
Earnings for the purpose of
adjusted
basic EPS/adjusted basic EPS
(p)
|
323.1
|
23.9
|
318.7
|
22.7
|
635.1
|
45.6
|
Effect of dilutive potential
ordinary shares
|
-
|
(0.1)
|
-
|
(0.2)
|
-
|
(0.3)
|
Earnings for the purpose of
adjusted
diluted EPS (p)
|
323.1
|
23.8
|
318.7
|
22.5
|
635.1
|
45.3
|
10. Goodwill
|
(Unaudited)
£m
|
Cost
|
|
At 1 January 2024
|
7,281.6
|
Additions
|
53.4
|
Exchange differences
|
(2.0)
|
At 30 June 2024
|
7,333.0
|
Accumulated impairment
losses
|
|
At 1 January 2024
|
(651.8)
|
Exchange differences
|
2.3
|
At 30 June 2024
|
(649.5)
|
Carrying amount
|
|
At 30 June 2024
|
6,683.5
|
At 31 December 2023
|
6,629.8
|
Impairment trigger test and
impairment review
In preparing the 30 June 2024
Condensed Consolidated Balance Sheet, the Directors reviewed the
carrying value of the Group's goodwill to assess if there were
indicators of impairment. This review starts with an assessment of
current and forecasted trading against the budget used in the 2023
year-end impairment review. This assessment was undertaken at 30
June 2024 and concluded that there were no indicators of impairment
across the Group.
11. Share capital
Share capital as at 30 June 2024
amounted to £1.3m (30 June 2023: £1.4m and 31 December 2023:
£1.4m).
|
6 months
ended
|
6 months
ended
|
Year
ended
|
|
30 June
2024
(unaudited)
Number
of shares
|
30 June
2023
(unaudited)
Number
of shares
|
31
December 2023
(audited)
Number
of shares
|
At 1 January
|
1,368,029,699
|
1,418,525,746
|
1,418,525,746
|
Issue of new shares to Employee
Share Trust
|
8,860,000
|
-
|
-
|
Issue of shares
|
4,397,622
|
25,957,663
|
26,492,800
|
Share buyback
|
(41,067,602)
|
(41,493,317)
|
(76,988,847)
|
At 30 June / 31
December
|
1,340,219,719
|
1,402,990,092
|
1,368,029,699
|
As at 30 June 2024, the Informa
Employee Share Trust (EST) held 8,038,925 (30 June 2023: 901,990;
31 December 2023: 804,045) ordinary shares in the Company at a
market value of £68.8m (30 June 2023: £6.5m; 31 December 2023:
£6.3m). As at 30 June 2024 the ShareMatch scheme held 2,173,186 (30
June 2023: 1,487,968; 31 December 2023: 1,889,766) ordinary shares
in the Company. At 30 June 2024, the Group held 0.8% (30 June 2023:
0.2%; 31 December 2023: 0.2%) of its own called-up share
capital.
The Company issued 4,397,622 new
ordinary shares of 0.1 pence each on 16 May 2024. The shares were
issued as part of the consideration for the acquisition of Tarsus
Group.
During the period, the Company
bought back 41,067,602 ordinary shares at the nominal value of 0.1p
for a total consideration of £338.9m and cancelled 39,907,891 of
these shares. 1,159,711 shares (£10.1m) were settled and cancelled
subsequent to 30 June 2024.
A share buyback liability of
£90.0m (30 June 2023: £36.8m; 31 December 2023: £90.9m) has been
included in trade and other payables at 30 June 2024 which reflects
the maximum liability for the purchase of the Company's own shares
through to the conclusion of the Group's close period on 24 July
2024 following an irrevocable instruction issued to the Group's
broker in connection with the previously announced share buyback
programme.
12. Notes to the Cash Flow
Statement
|
|
6
months
ended
|
6
months
ended
|
Year
ended
|
|
|
30
June
|
30
June
|
31
December
|
|
|
2024
(unaudited)
|
2023
(unaudited)
|
2023
(audited)
|
|
|
Note
|
£m
|
£m
|
£m
|
|
Profit before tax
|
|
237.4
|
314.6
|
492.1
|
|
Adjustments for:
|
|
|
|
|
|
Depreciation of property and
equipment
|
|
7.9
|
6.4
|
13.5
|
|
Depreciation of right-of-use
assets
|
|
13.6
|
12.6
|
26.3
|
|
Amortisation of other intangible
assets
|
|
178.7
|
169.8
|
353.9
|
|
Impairment - acquisition-related
intangible assets
|
|
-
|
-
|
25.1
|
|
Impairment/(reversal) -
right-of-use assets
|
|
3.5
|
(0.5)
|
(0.6)
|
|
Impairment - property and
equipment
|
|
0.4
|
-
|
-
|
|
Share-based payments
|
|
9.0
|
11.5
|
20.8
|
|
Fair value gain on contingent
consideration
|
16
|
(15.4)
|
(78.8)
|
(87.6)
|
|
Fair value loss on contingent
consideration
|
16
|
19.5
|
3.0
|
12.0
|
|
Lease modifications
|
|
(0.4)
|
(1.9)
|
(5.1)
|
|
Loss/(profit) on disposal of
businesses
|
|
4.1
|
(4.3)
|
(3.0)
|
|
Loss/(profit) on disposal of
property and equipment and software
|
|
0.1
|
(0.1)
|
2.4
|
|
Fair value gain on
investments
|
|
(4.3)
|
(9.4)
|
(1.3)
|
|
Finance income
|
5
|
(6.6)
|
(37.9)
|
(47.4)
|
|
Finance costs
|
6
|
32.3
|
35.9
|
67.4
|
|
Adjusted share of results of joint
ventures and associates
|
|
(1.3)
|
(1.1)
|
(5.8)
|
|
Operating cash inflow before
movements in working capital
|
|
478.5
|
419.8
|
862.7
|
|
Increase in inventories
|
|
(2.3)
|
(0.7)
|
(7.4)
|
|
Increase in receivables
|
|
(113.3)
|
(73.5)
|
(16.1)
|
|
Increase/(decrease) in
payables
|
|
2.4
|
(78.8)
|
(16.0)
|
|
Movements in working
capital
|
|
(113.2)
|
(153.0)
|
(39.5)
|
|
Pension deficit recovery
contributions
|
|
(0.6)
|
(1.2)
|
(3.5)
|
|
Cash generated from
operations
|
|
364.7
|
265.6
|
819.7
|
|
|
|
|
|
|
|
|
|
| |
Analysis of movement in net debt
(unaudited) as at 30 June 2024:
|
At 1
Jan
2024
£m
|
Non-cash
movements
£m
|
Cash
flow
£m
|
Exchange
movements
£m
|
At
30
June
2024
£m
|
Cash and cash
equivalents
|
389.3
|
-
|
(41.6)
|
(5.7)
|
342.0
|
Other financing assets
|
|
|
|
|
|
Derivative assets associated with
borrowings
|
-
|
-
|
-
|
-
|
-
|
Finance lease
receivables
|
10.5
|
-
|
(0.5)
|
(0.7)
|
9.3
|
Total other financing
assets
|
10.5
|
-
|
(0.5)
|
(0.7)
|
9.3
|
Other financing
liabilities
|
|
|
|
|
|
Bond borrowings due in more than
one year
|
(1,492.6)
|
-
|
-
|
26.7
|
(1,465.9)
|
Bank loans due in more than one
year
|
(30.4)
|
-
|
(165.0)
|
-
|
(195.4)
|
Bond borrowing fees
|
6.2
|
(1.0)
|
-
|
-
|
5.2
|
Bank loan fees due in more than
one year
|
2.3
|
(0.5)
|
-
|
-
|
1.8
|
Derivative liabilities associated
with borrowings
|
(77.9)
|
(31.4)
|
-
|
-
|
(109.3)
|
Lease liabilities
|
(263.8)
|
(38.8)
|
13.6
|
(3.4)
|
(292.4)
|
Bond borrowings due in less than
one year
|
-
|
-
|
-
|
-
|
-
|
Acquired debt
|
-
|
-
|
-
|
-
|
-
|
Loans from other parties including
joint ventures and associates
|
-
|
-
|
(7.9)
|
-
|
(7.9)
|
Total other financing
liabilities
|
(1,856.2)
|
(71.7)
|
(159.3)
|
23.3
|
(2,063.9)
|
Total net financing
liabilities
|
(1,845.7)
|
(71.7)
|
(159.8)
|
22.6
|
(2,054.6)
|
|
|
|
|
|
|
Net debt
|
(1,456.4)
|
(71.7)
|
(201.4)
|
16.9
|
(1,712.6)
|
Analysis of movement in net debt
(unaudited) as at 30 June 2023:
|
At 1
Jan
2023
£m
|
Non-cash
movements
£m
|
Cash
flow
£m
|
Exchange
movements
£m
|
At
30
June
2023
£m
|
Cash and cash
equivalents
|
2,125.8
|
-
|
(1,015.2)
|
(53.1)
|
1,057.5
|
Other financing assets
|
|
|
|
|
|
Derivative assets associated with
borrowings
|
2.2
|
(2.2)
|
-
|
-
|
-
|
Finance lease
receivables
|
6.7
|
5.8
|
(1.0)
|
(0.1)
|
11.4
|
Total other financing
assets
|
8.9
|
3.6
|
(1.0)
|
(0.1)
|
11.4
|
Other financing
liabilities
|
|
|
|
|
|
Bond borrowings due in more than
one year
|
(1,512.3)
|
-
|
0.1
|
32.5
|
(1,479.7)
|
Bank loans due in more than one
year
|
(41.3)
|
-
|
-
|
2.5
|
(38.8)
|
Bond borrowing fees
|
8.8
|
(1.4)
|
-
|
(0.1)
|
7.3
|
Bank loan fees due in more than
one year
|
2.4
|
(0.3)
|
1.2
|
(0.3)
|
3.0
|
Derivative liabilities associated
with borrowings
|
(168.1)
|
44.2
|
-
|
-
|
(123.9)
|
Lease liabilities
|
(270.4)
|
(18.1)
|
12.6
|
11.2
|
(264.7)
|
Bond borrowings due in less than
one year
|
(398.4)
|
-
|
-
|
12.2
|
(386.2)
|
Acquired debt
|
-
|
(443.9)
|
443.9
|
-
|
-
|
Total other financing
liabilities
|
(2,379.3)
|
(419.5)
|
457.8
|
58.0
|
(2,283.0)
|
Total net financing
liabilities
|
(2,370.4)
|
(415.9)
|
456.8
|
57.9
|
(2,271.6)
|
|
|
|
|
|
|
Net debt
|
(244.6)
|
(415.9)
|
(558.4)
|
4.8
|
(1,214.1)
|
Analysis of movement in net debt
(audited) as at 31 December 2023:
|
At 1
Jan
2023
£m
|
Non-cash
movements
£m
|
Cash
flow
£m
|
Exchange
movements
£m
|
At 31
December
2023
£m
|
Cash and cash
equivalents
|
2,125.8
|
-
|
(1,689.2)
|
(47.3)
|
389.3
|
Other financing assets
|
|
|
|
|
|
Derivative assets associated with
borrowings
|
2.2
|
(2.2)
|
-
|
-
|
-
|
Finance lease
receivables
|
6.7
|
5.9
|
(1.3)
|
(0.8)
|
10.5
|
Total other financing
assets
|
8.9
|
3.7
|
(1.3)
|
(0.8)
|
10.5
|
Other financing
liabilities
|
|
|
|
|
|
Bond borrowings due in more than
one year
|
(1,512.3)
|
-
|
-
|
19.7
|
(1,492.6)
|
Bank loans due in more than one
year
|
(41.3)
|
0.5
|
7.9
|
2.5
|
(30.4)
|
Bond borrowing fees
|
8.8
|
(2.7)
|
-
|
0.1
|
6.2
|
Bank loan fees due in more than
one year
|
2.4
|
(1.6)
|
1.2
|
0.3
|
2.3
|
Derivative liabilities associated
with borrowings
|
(168.1)
|
82.0
|
8.2
|
-
|
(77.9)
|
Lease liabilities
|
(270.4)
|
(43.0)
|
33.8
|
15.8
|
(263.8)
|
Acquired debt
|
-
|
(443.9)
|
443.9
|
-
|
-
|
Bond borrowings due in less than
one year
|
(398.4)
|
-
|
386.0
|
12.4
|
-
|
Total other financing
liabilities
|
(2,379.3)
|
(408.7)
|
881.0
|
50.8
|
(1,856.2)
|
Total net financing
liabilities
|
(2,370.4)
|
(405.0)
|
879.7
|
50.0
|
(1,845.7)
|
|
|
|
|
|
|
Net debt
|
(244.6)
|
(405.0)
|
(809.5)
|
2.7
|
(1,456.4)
|
Reconciliation of movement in net
debt
|
6
months
ended
|
6
months
ended
|
Year
ended
31
December
|
|
30 June
2024
|
30 June
2023
|
2023
|
|
(unaudited)
|
(unaudited)
|
(audited)
|
|
£m
|
£m
|
£m
|
Decrease in cash and cash
equivalents in the period
(including cash
acquired)
|
(41.6)
|
(1,015.2)
|
(1,689.2)
|
Cash flows from net drawdown of
borrowings and
derivatives associated with
debt
|
(159.8)
|
456.8
|
879.7
|
Change in net debt resulting from
cash flows
|
(201.4)
|
(558.4)
|
(809.5)
|
Non-cash movements including
foreign exchange and excluding net lease additions
|
(16.0)
|
(398.8)
|
(365.2)
|
Movement in net debt in the
period
|
(217.4)
|
(957.2)
|
(1,174.7)
|
Net debt at beginning of the
period
|
(1,456.4)
|
(244.6)
|
(244.6)
|
Net lease additions in the
period
|
(38.8)
|
(12.3)
|
(37.1)
|
Net debt at end of the
period
|
(1,712.6)
|
(1,214.1)
|
(1,456.4)
|
13. Borrowings
The Group had £2.6bn of committed
facilities at 30 June 2024 (£3.0bn at 30 June 2023 and £2.6bn at 31
December 2023). The total borrowings excluding lease liabilities as
well as derivative assets and liabilities associated with
borrowings are as follows:
|
At 30
June
2024
(unaudited)
|
At 30
June
2023
(unaudited)
|
At
31
December
2023
(audited)
|
|
£m
|
£m
|
£m
|
Current
|
|
|
|
Euro Medium Term Note (€450.0m) -
matured July 2023
|
-
|
386.2
|
-
|
EMTN borrowings -
current
|
-
|
386.2
|
-
|
Non-current
|
|
|
|
Bank borrowings - revolving credit
facility
|
165.0
|
-
|
-
|
Bank borrowings - other
|
30.4
|
38.8
|
30.4
|
Bank debt issue costs
|
(1.8)
|
(3.0)
|
(2.3)
|
Bank borrowings -
non-current
|
193.6
|
35.8
|
28.1
|
Euro Medium Term Note (€700.0m) -
due October 2025
|
592.6
|
600.7
|
608.2
|
Euro Medium Term Note (£450.0m) -
due July 2026
|
450.0
|
450.0
|
450.0
|
Euro Medium Term Note (€500.0m) -
due April 2028
|
423.3
|
429.0
|
434.4
|
EMTN borrowings issue
costs
|
(5.2)
|
(7.3)
|
(6.2)
|
EMTN borrowings -
non-current
|
1,460.7
|
1,472.4
|
1,486.4
|
Total borrowings -
non-current
|
1,654.3
|
1,508.2
|
1,514.5
|
Total borrowings
|
1,654.3
|
1,894.4
|
1,514.5
|
Bank borrowings reflect £30.4m of
a drawn loan facility, acquired as part of the 2021 Curinos
(Novantas) transaction. There are total loan facilities available
relating to Curinos of up to $48.5m which matures in May 2027,
$10.0m of these facilities remains undrawn at 30 June 2024. The
$50.0m delayed draw term loan acquired as part of the Curinos
transaction expired on 28 May 2024. The Group also has access to
revolving credit facilities of £1,050.0m, of which £165.0m was
drawn at 30 June 2024 (31 December 2023: nil drawn, 30 June 2023:
nil drawn). The facility matures in February 2026.
The Group does not have any of its
property and equipment and other intangible assets pledged as
security over its Group-level loans.
14. Business
combinations
Business combinations made in the
six months ended 30 June 2024
The principal business combination
in the period was the acquisition of Solar Media Limited. The
provisional amounts recognised in respect of the estimated fair
value of identifiable assets and liabilities of this acquisition
are provided below.
Solar Media Limited
On 4 April 2024, the Group
acquired 100% of the issued share capital of Solar Media Limited
(Solar Media). Solar Media is a UK-based media company specialising
in the delivery of conferences focussed on the clean energy
sector.
Total consideration was £48.1m, of
which £43.6m was paid in cash and £4.5m was deferred cash
consideration. The deferred consideration is payable 12 months
after the date of completion.
The provisional fair value of the
identifiable assets acquired and liabilities assumed at the
acquisition date are shown below:
|
Provisional
fair value
£m
|
Acquisition intangible
assets
|
14.3
|
Trade and other
receivables1
|
2.3
|
Cash and cash equivalents
|
6.2
|
Trade and other payables
|
(2.0)
|
Deferred income
|
(3.0)
|
Provisions
|
(0.7)
|
Current tax liabilities
|
(1.2)
|
Deferred tax liabilities
|
(3.6)
|
Total identifiable net assets
acquired
|
12.3
|
Provisional goodwill
|
35.8
|
Total consideration
|
48.1
|
Satisfied by:
|
£m
|
Cash
|
43.6
|
Deferred consideration
|
4.5
|
Total
|
48.1
|
1. Trade
and other receivables include trade receivables that represent the
gross contractual amounts and the amounts that are expected to be
collected in full
Acquisition intangible assets of
£14.3m consist of £6.8m of trade names fair valued using the relief
from royalty method, £6.6m of customer relationships fair valued
using the excess earnings income method, and £0.9m of content
library fair valued using the cost approach. A deferred tax
liability has been recognised as a result of the recognition of
these acquisition intangible assets.
The provisional goodwill arising
from the acquisition has initially been identified as relating to
the following factors:
· Expansion into the solar energy market via Solar Media's
existing position;
· Ability to leverage strength and market positions of Solar
Media and Informa's existing portfolio to accelerate growth in
both;
· Synergies across all clean energy content, customers,
products and partners.
Goodwill recognised is included in
the Informa Markets group of CGUs as at 30 June 2024. None of the
goodwill recognised is expected to be deductible for tax
purposes.
Total acquisition-related costs of
£0.9m were recognised within adjusting items in the Condensed
Consolidated Income Statement.
Solar Media generated revenue of
£2.9m and a statutory loss after tax of £0.7m for the period from
the date of acquisition to 30 June 2024.
If the Solar Media acquisition had
completed on the first day of the reporting period, the total
revenue of the Group would have been £1,701.6m and statutory profit
after tax of the Group would have been £175.8m for the six months
ended 30 June 2024.
15. Related party
transactions
All transactions with related
parties are conducted on an arm's-length basis and in accordance
with normal business terms. Transactions between related parties
that are Group subsidiaries are eliminated on consolidation. The
related parties identified by the Directors include joint ventures,
associates and key management personnel.
Transactions with joint ventures
and associates
All transactions with joint
ventures and associates are in the normal course of business.
Transactions between the Group and its joint ventures and
associates are disclosed below:
|
6 months
ended 30 June 2024
£m
|
6 months
ended 30 June 2023
£m
|
Year
ended 31 December 2023
£m
|
Sales to joint ventures
|
(0.1)
|
-
|
(0.1)
|
Sales to associates
|
-
|
-
|
(1.7)
|
Purchases from joint
ventures
|
0.1
|
0.1
|
-
|
Purchases from
associates
|
1.2
|
0.2
|
2.2
|
Trade receivables owed by joint
ventures
|
-
|
-
|
0.1
|
Trade receivables owed by
associates
|
-
|
-
|
0.5
|
Trade payables owed to joint
ventures
|
(0.1)
|
-
|
-
|
Trade payables owed to joint
ventures are settled net of trade receivables due from joint
ventures 60 days after the delivery of goods or services. There are
no loans to or from joint ventures.
Transactions with key management
personnel
There were no material
transactions with the Directors of the Company during the period,
except for those relating to remuneration and shareholdings. For
the purposes of IAS 24 Related Party Disclosures, Executives below
the level of the Company's Board are not regarded as related
parties.
Other related party
disclosures
At 30 June 2024, Informa Group
companies have guaranteed the pension scheme liabilities of the
Taylor & Francis Group Pension and Life Assurance Scheme, the
Informa Final Salary Scheme and the UBM Pension Scheme.
16. Financial
instruments
This note provides an update on
the judgements and estimates made by the Group in determining the
fair values of the financial instruments since the 2023 Annual
Report and Accounts.
Fair value hierarchy
Valuation techniques use
observable market data where it is available and rely as little as
possible on entity-specific estimates. The fair values of interest
rate swaps and forward exchange contracts are measured using
discounted cash flows. Future cash flows are based on forward
interest/exchange rates (from observable yield curves/forward
exchange rates at the end of the reporting period) and contract
interest/forward rates, discounted at a rate that reflects the
credit risk of the counterparties.
The fair values of put options
over non-controlling interests (including exercise price) and
contingent and deferred consideration on acquisitions are measured
using discounted cash flow models with inputs derived from the
projected financial performance in relation to the specific
contingent consideration criteria for each acquisition, as no
observable market data is available. The fair values are most
sensitive to the projected financial performance of each
acquisition; management makes a best estimate of these projections
at each financial reporting date and regularly assesses a range of
reasonably possible alternatives for those inputs and determines
their impact on the total fair value.
The fair value of the contingent
and deferred consideration on acquisitions is not materially
sensitive to a reasonable change in the forecast
performance.
Financial instruments that are
measured subsequent to initial recognition at fair value are
grouped into Levels 1 to 3, based on the degree to which the fair
value is observable, as follows:
●
Level 1 fair value measurements are those derived
from unadjusted quoted prices in active markets for identical
assets or liabilities.
●
Level 2 fair value measurements are those derived
from inputs, other than quoted prices included within Level 1, that
are observable for the asset or liability, either directly (as
prices) or indirectly (derived from prices).
●
Level 3 fair value measurements are those derived
from valuation techniques that include inputs for the asset or
liability that are not based on observable market data
(unobservable inputs), such as internal models or other valuation
methods. Level 3 balances for contingent consideration and other
investments use future cash flow forecasts to determine the fair
value.
Financial assets and liabilities
measured at fair value in the Consolidated Balance Sheet and their
categorisation in the fair value hierarchy at 30 June 2024, 31
December 2023 and 30 June 2023:
|
Level
1
|
Level
2
|
Level
3
|
Total
|
|
At 30
June
|
At 30
June
|
At 30
June
|
At 30
June
|
|
2024
|
2024
|
2024
|
2024
|
|
(unaudited)
|
(unaudited)
|
(unaudited)
|
(unaudited)
|
|
£m
|
£m
|
£m
|
£m
|
Financial assets
|
|
|
|
|
Unhedged derivative financial
instruments
|
-
|
0.2
|
-
|
0.2
|
Cash and cash equivalents measured
at fair value
|
39.1
|
-
|
-
|
39.1
|
Other
investments1
|
-
|
-
|
264.9
|
264.9
|
|
39.1
|
0.2
|
264.9
|
304.2
|
Financial liabilities at fair
value through profit or
loss
|
|
|
|
|
Derivative financial instruments
in designated hedge
accounting
relationships2
|
-
|
108.8
|
-
|
108.8
|
Unhedged derivative financial
instruments
|
-
|
0.5
|
-
|
0.5
|
Deferred consideration on
acquisitions3
|
12.7
|
-
|
-
|
12.7
|
Contingent consideration and put
call options on acquisitions1
|
-
|
-
|
81.6
|
81.6
|
|
12.7
|
109.3
|
81.6
|
203.6
|
1. See below table for breakdown
of movement
2. Amount relates to
cross-currency interest rate swaps associated with Euro Medium Term
Notes
3. Classified within Trade and
other payables on the Condensed Consolidated Balance
Sheet
|
Level
1
|
Level
2
|
Level
3
|
Total
|
|
At 30
June
|
At 30
June
|
At 30
June
|
At 30
June
|
|
2023
|
2023
|
2023
|
2023
|
|
(unaudited)
|
(unaudited)
|
(unaudited)
|
(unaudited)
|
|
£m
|
£m
|
£m
|
£m
|
Financial assets
|
|
|
|
|
Unhedged derivative financial
instruments
|
-
|
0.6
|
-
|
0.6
|
Cash and cash equivalents measured
at fair value
|
789.0
|
-
|
-
|
789.0
|
Other
investments1
|
-
|
-
|
263.9
|
263.9
|
|
789.0
|
0.6
|
263.9
|
1,053.5
|
Financial liabilities at fair
value through profit or loss
|
|
|
|
|
Derivative financial instruments
in designated hedge accounting relationships2
|
-
|
123.9
|
-
|
123.9
|
Unhedged derivative financial
instruments
|
-
|
2.0
|
-
|
2.0
|
Deferred consideration on
acquisitions3
|
1.4
|
-
|
-
|
1.4
|
Contingent consideration and put
call options on acquisitions1
|
-
|
-
|
132.1
|
132.1
|
|
1.4
|
125.9
|
132.1
|
259.4
|
1. See below table for breakdown
of movement
2. Amount relates to
cross-currency interest rate swaps associated with Euro Medium Term
Notes
3. Classified within Trade and
other payables on the Condensed Consolidated Balance
Sheet
|
Level
1
|
Level
2
|
Level
3
|
Total
|
|
At
31
|
At
31
|
At
31
|
At
31
|
|
December
|
December
|
December
|
December
|
|
2023
|
2023
|
2023
|
2023
|
|
(audited)
|
(audited)
|
(audited)
|
(audited)
|
|
£m
|
£m
|
£m
|
£m
|
Financial assets
|
|
|
|
|
Unhedged derivative financial
instruments
|
-
|
0.6
|
-
|
0.6
|
Cash and cash equivalents measured
at fair value
|
141.0
|
-
|
-
|
141.0
|
Other
investments1
|
-
|
28.3
|
232.5
|
260.8
|
|
141.0
|
28.9
|
232.5
|
402.4
|
Financial liabilities at fair
value through profit or loss
|
|
|
|
|
Derivative financial instruments
in designated hedge accounting relationships2
|
-
|
77.9
|
-
|
77.9
|
Deferred consideration on
acquisitions3
|
-
|
-
|
15.0
|
15.0
|
Contingent consideration on
acquisitions1
|
-
|
-
|
137.9
|
137.9
|
|
-
|
77.9
|
152.9
|
230.8
|
1. See below table for breakdown
of movement
2. Amount relates to
cross-currency interest rate swaps associated with Euro Medium Term
Notes
3. Classified within Trade and
other payables on the Condensed Consolidated Balance
Sheet
Other investments
The Group's other investments at
30 June 2024 are as follows:
|
(Unaudited)
£m
|
At 1 January 2023
|
262.7
|
Fair value gain
|
5.6
|
Exchange differences
|
(4.4)
|
At 30 June 2023
|
263.9
|
Additions of listed equity
securities
|
24.9
|
Conversion of convertible bonds to
investments
|
(20.6)
|
Fair value loss
|
(3.1)
|
Exchange differences
|
(4.3)
|
At 31 December 2023
|
260.8
|
Fair value gain
|
4.3
|
Exchange differences
|
(0.2)
|
At 30 June 2024
|
264.9
|
Other investments consist of
investments in listed equity securities, unlisted equity securities
and preference shares. The most significant of these is the
retained equity interest in Norstella, previously Pharma
Intelligence, following the sale of the Informa Intelligence
division in 2022.
Refer to Note 2 for details of the
key source of estimation uncertainty involved in the calculation of
the fair value of the retained Pharma Intelligence stake. A fair
value gain of £6.9m has been recognised in the Condensed
Consolidated Income Statement in relation to the retained Pharma
Intelligence stake for the six months ended 30 June
2024.
Contingent consideration and put
call options on acquisitions
|
(Unaudited)
£m
|
At 1 January 2023
|
133.3
|
Acquisition of
subsidiaries
|
33.9
|
Amounts assumed at acquisition
date
|
56.5
|
Fair value gain through profit or
loss
|
(78.8)
|
Fair value loss through profit or
loss
|
3.0
|
Payment
|
(2.2)
|
Exchange differences
|
(13.6)
|
At 30 June 2023
|
132.1
|
Acquisition of
subsidiaries
|
11.5
|
Acquisition of assets
|
5.0
|
Fair value gain through profit or
loss
|
(8.8)
|
Fair value loss through profit or
loss
|
9.0
|
Fair value gain through equity on
put call options
|
(1.5)
|
Payment
|
(7.1)
|
Transfers1
|
(13.1)
|
Exchange differences
|
10.8
|
At 31 December 2023
|
137.9
|
Acquisition of
subsidiaries
|
2.8
|
Acquisition of assets
|
0.8
|
Fair value gain through profit or
loss
|
(15.4)
|
Fair value loss through profit or
loss
|
19.5
|
Fair value loss through equity on
put call options
|
2.5
|
Payment
|
(66.2)
|
Exchange differences
|
(0.3)
|
At 30 June 2024
|
81.6
|
1. The transfers relate to
amendments to agreements during 2023, finalising fixed amounts to
be paid in 2024. As such, these contracts were
reclassified as deferred
consideration in 2023
Fair value of other financial
instruments (unrecognised)
The Group also has a number of
financial instruments which are not measured at fair value on the
balance sheet. For the majority of these instruments, the fair
values are not materially different to their carrying amounts,
since the interest receivable/payable is either close to current
market rates or the instruments are short-term in nature.
Significant differences were identified for the following
instruments at 30 June 2024:
|
Carrying
amount
30
June
2024
(unaudited)
|
Estimated fair value
30
June
2024
(unaudited)
|
Carrying
amount
31
December
2023
(audited)
|
Estimated fair
value 31
December
2023
(audited)
|
|
£m
|
£m
|
£m
|
£m
|
Financial liabilities
|
|
|
|
|
Bond borrowings
|
1,460.7
|
1,396.5
|
1,486.4
|
1,417.1
|
17. Events after the Balance Sheet
date
On 24 July 2024, the Boards of
Informa plc and Ascential plc reached agreement on the terms of a
£1.2 billion recommended cash offer for the entire issued share
capital of Ascential plc, the owners of the Lions and Money20/20
businesses.
Glossary of terms: Alternative
Performance Measures
The Group provides adjusted
results and underlying measures in addition to statutory measures,
in order to provide additional useful information on business
performance trends to Shareholders. The Board considers these
non-GAAP measures to be a useful and alternative way to measure the
Group's performance in a way that is comparable to the prior
year.
The terms 'adjusted' and
'underlying' are not defined terms under IFRS and may not therefore
be comparable with similarly titled measurements reported by other
companies. These measures are not intended to be a substitute for,
or superior to, IFRS measurements. The Financial Review provides
reconciliations of alternative performance measures (APMs) to
statutory measures and also provides the basis of calculation for
certain APM metrics. These APMs are provided on a consistent basis
with the prior year.
Adjusted results and adjusting
items
Adjusted results exclude items
that are commonly excluded across the media sector: amortisation
and impairment of goodwill and intangible assets relating to
businesses acquired and other intangible asset purchases of book
lists, journal titles, acquired databases and brands related to
exhibitions and conferences, acquisition and integration costs,
profit or loss on disposal of businesses, restructuring costs and
other items that in the opinion of the Directors would impact the
comparability of underlying results. Adjusting items are detailed
in Note 4 to the Condensed Consolidated Financial
Statements.
Adjusted results are prepared for
the following measures which are provided in the Condensed
Consolidated Income Statement on page 26: adjusted operating
profit, adjusted net finance costs, adjusted profit before tax
(PBT), adjusted tax charge, adjusted profit after tax, adjusted
earnings and adjusted diluted earnings per share. Adjusted
operating margin, effective tax rate on adjusted profits and
adjusted EBITDA are used in the Financial Review on pages 8, 12 and
14 respectively.
Adjusted EBITDA
● Adjusted EBITDA is earnings before interest, tax,
depreciation, amortisation and other non-cash items such as
share-based payments and before adjusting items. The full
reconciliation and definition of adjusted EBITDA is provided in the
Financial Review.
● Covenant-adjusted EBITDA for Informa interest cover purposes
under the Group's previous financial covenants on debt facilities
is earnings before interest, tax, depreciation and amortisation and
adjusting items. It is adjusted to be on a pre-IFRS 16
basis.
● Covenant-adjusted EBITDA for Informa leverage purposes under
the Group's previous financial covenants on debt facilities is
earnings before interest, tax, depreciation and amortisation and
adjusting items. It is adjusted to include a full year's trading
for acquisitions and remove trading results for disposals, and
adjusted to be on a pre-IFRS 16 basis.
Adjusted EBITDA margin
Adjusted EBITDA margin is shown as
a percentage and is calculated by dividing Adjusted EBITDA by
revenue, it is provided as an additional useful metric to
readers.
Adjusted operating
margin
The Adjusted operating margin is
shown as a percentage and calculated by dividing adjusted operating
profit by revenue. The Financial Review on page 8 shows the
calculation of the Adjusted operating margin, which is provided as
an additional useful metric on underlying performance to
readers.
Adjusted tax charge
The adjusted tax charge excludes
the tax effects of adjusting items, deferred tax movements relating
to tax losses in Luxembourg as well as other significant one-off
items. It includes the allowable tax benefit for goodwill
amortisation in the US and elsewhere.
Adjusted effective tax
rate
The adjusted effective tax rate is
shown as a percentage and is calculated by dividing the adjusted
tax charge by the adjusted profit before tax, which is provided as
an additional useful metric for readers on the Group's tax
position.
Free cash flow
Free cash flow is a key financial
measure of cash generation and represents the cash flow generated
by the business before cash flows relating to acquisitions and
disposals and their related costs, dividends, and any new equity
issuance or repurchases of own shares and debt issues or
repayments. Free cash flow is one of the Group's key performance
indicators, and is an indicator of operational efficiency and
financial discipline, illustrating the capacity to reinvest, fund
future dividends and repay debt. The Financial Review on page 13
provides a reconciliation of free cash flow to statutory
measures.
Informa interest cover
Informa interest cover is
calculated according to the Group's previous financial covenants on
debt facilities and is the ratio of covenant-adjusted EBITDA for
interest cover purposes to adjusted net finance costs and excluding
finance fair value items. It is provided to enable the assessment
of our debt position together with our compliance with these
previous specific debt covenants. The Financial Review on page 16
provides the basis of the calculation of Informa interest
cover.
Informa leverage ratio
The Informa leverage ratio is
calculated according to the Group's previous financial covenants on
debt facilities and is the ratio of net debt to covenant-adjusted
EBITDA for Informa leverage information purposes and is provided to
enable the assessment of our debt position together with compliance
with these previous specific debt covenants. The Financial Review
on page 16 provides the basis of the calculation of the Informa
leverage ratio.
Net cash/debt
Net debt consists of cash and cash
equivalents, and includes bank overdrafts (where applicable),
borrowings, derivatives associated with debt instruments, finance
leases, lease liabilities, deferred borrowing fees and other loan
receivables or loan payables where these are interest bearing and
do not relate to deferred consideration arrangements for
acquisitions or disposals.
Operating cash flow and operating
cash flow conversion
Operating cash flow is a financial
measure used to determine the efficiency of cash flow generation in
the business and is measured by and represents free cash flow
before interest, tax, restructuring and reorganisation costs. The
Financial Review on page 15 reconciles operating cash flow to
statutory measures.
Operating cash flow conversion is
a measure of the strength of cash generation in the business and is
measured as a percentage by dividing operating cash flow by
adjusted operating profit in the reporting period. The Financial
Review on page 14 provides the calculation of operating cash flow
conversion.
Underlying revenue and underlying
adjusted operating profit
Underlying revenue and underlying
adjusted operating profit refer to results adjusted for
acquisitions and disposals, the phasing of events, including
biennials, the impact of changes from implementing new accounting
standards and accounting policy changes and the effects of changes
in foreign currency by adjusting the current year and prior year
amounts to use consistent currency exchange rates.
Phasing and biennial adjustments
relate to the alignment of comparative period amounts to the usual
scheduling cycle of events in the current year. Where an event
originally scheduled for 2023 or 2024 was either cancelled or
postponed there was an adverse impact on 2023 or 2024 underlying
growth as no adjustment was made for these in the
calculation.
The results from acquisitions are
included on a pro-forma basis from the first day of ownership in
the comparative period. Disposals are similarly adjusted for on a
pro-forma basis to exclude results in the comparative period from
the date of disposal. Underlying measures are provided to aid
comparability of revenue and adjusted operating profit results
against the prior year. The Financial Review on page 9 provides the
reconciliation of underlying measures of growth to reported
measures of growth in percentage terms.
Additional Information and Where
to Find It
In connection with the proposed
transaction (the "proposed transaction"), Toro CombineCo, Inc.
("NewCo") filed with the Securities and Exchange Commission (the
"SEC") a registration statement on Form S-4 (File No. 333-280529)
containing a preliminary proxy statement of TechTarget, Inc.
("TechTarget") that also constitutes a preliminary prospectus
of NewCo (the "Proxy Statement/Prospectus"). The Proxy
Statement/Prospectus is not final and may be amended. A definitive
Proxy Statement/Prospectus will be mailed to stockholders of
TechTarget. TechTarget and NewCo may also file other documents with
the SEC regarding the proposed transaction. This communication is
not a substitute for any proxy statement, registration statement or
prospectus, or any other document that TechTarget or NewCo (as
applicable) may file with the SEC in connection with the proposed
transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION,
TECHTARGET INVESTORS AND SECURITY HOLDERS ARE URGED TO READ
CAREFULLY AND IN THEIR ENTIRETY THE PRELIMINARY PROXY
STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT ARE
FILED OR WILL BE FILED BY TECHTARGET OR NEWCO WITH THE SEC, AS WELL
AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, IN CONNECTION
WITH THE PROPOSED TRANSACTION WHEN THEY BECOME AVAILABLE, BECAUSE
THESE DOCUMENTS CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED TRANSACTION AND RELATED MATTERS. TechTarget investors
and security holders may obtain free copies of the preliminary
Proxy Statement/Prospectus filed on June 27, 2024 and will be able
to obtain copies of the definitive Proxy Statement/Prospectus (when
it becomes available), as well as other filings containing
important information about TechTarget, NewCo, and other parties to
the proposed transaction (including Informa PLC ("Informa")),
without charge through the website maintained by the SEC at
www.sec.gov. Copies of the documents filed with the SEC by
TechTarget will be available free of charge under the tab
"Financials" on the "Investor Relations" page of TechTarget's
internet website at www.investor.techtarget.com or by contacting
TechTarget's Investor Relations Department at
investor@techtarget.com
Participants in the
Solicitation
TechTarget, NewCo and Informa, and
their respective directors and certain of their respective
executive officers and employees may be deemed to be participants
in the solicitation of proxies from TechTarget's stockholders in
connection with the proposed transaction. Information regarding the
directors of Informa is contained in Informa's annual reports and
accounts available on Informa's website at
www.informa.com/investors and in the National Storage Mechanism at
data.fca.org.uk/#/nsm/nationalstoragemechanism. Information
regarding the directors and executive officers of TechTarget is
contained in TechTarget's proxy statement for its 2024 annual
meeting of stockholders, filed with the SEC on April 17, 2024, and
in other documents subsequently filed with the SEC. Additional
information regarding the participants in the proxy solicitations
and a description of their direct or indirect interests, by
security holdings or otherwise, is included in the preliminary
Proxy Statement/Prospectus filed on June 27, 2024, and will be
contained in the definitive Proxy Statement/Prospectus and other
relevant materials that are filed or will be filed with the SEC
(when they become available). These documents can be obtained free
of charge from the sources indicated above.
No Offer or
Solicitation
This communication is for
informational purposes only and is not intended to and does not
constitute an offer to sell or the solicitation of an offer to buy
any securities, or a solicitation of any vote or approval, nor
shall there be any offer, solicitation or sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
Cautionary Note Regarding
Forward-Looking Statements
This communication contains
"forward-looking" statements within the meaning of Section 27A of
the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934 that involve substantial risks and
uncertainties. All statements, other than historical facts, are
forward-looking statements, including: statements regarding the
expected timing and structure of the proposed transaction; the
ability of the parties to complete the proposed transaction
considering the various closing conditions; the expected benefits
of the proposed transaction, such as improved operations, enhanced
revenues and cash flow, synergies, growth potential, market
profile, business plans, expanded portfolio and financial strength;
the competitive ability and position of NewCo following completion
of the proposed transaction; legal, economic, and regulatory
conditions; and any assumptions underlying any of the foregoing.
Forward-looking statements concern future circumstances and results
and other statements that are not historical facts and are
sometimes identified by the words "may," "will," "should,"
"potential," "intend," "expect," "endeavor," "seek," "anticipate,"
"estimate," "overestimate," "underestimate," "believe," "plan,"
"could," "would," "project," "predict," "continue," "target," or
the negatives of these words or other similar terms or expressions
that concern TechTarget's or NewCo's expectations, strategy,
priorities, plans, or intentions. Forward-looking statements are
based upon current plans, estimates, and expectations that are
subject to risks, uncertainties, and assumptions. Should one or
more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary
materially from those indicated or anticipated by such
forward-looking statements. We can give no assurance that such
plans, estimates, or expectations will be achieved, and therefore,
actual results may differ materially from any plans, estimates, or
expectations in such forward-looking statements.
Important factors that could cause
actual results to differ materially from such plans, estimates, or
expectations include, among others: that one or more closing
conditions to the proposed transaction, including certain
regulatory approvals, may not be satisfied or waived, on a timely
basis or otherwise, including that a governmental entity may
prohibit, delay, or refuse to grant approval for the consummation
of the proposed transaction, may require conditions, limitations,
or restrictions in connection with such approvals or that the
required approval by the shareholders of TechTarget may not be
obtained; the risk that the proposed transaction may not be
completed in the time frame expected by TechTarget, NewCo or
Informa, or at all; unexpected costs, charges, or expenses
resulting from the proposed transaction; uncertainty of the
expected financial performance of NewCo following completion of the
proposed transaction; failure to realize the anticipated benefits
of the proposed transaction, including as a result of delay in
completing the proposed transaction or integrating the relevant
portion of the Informa tech digital businesses with the business of
TechTarget; the ability of NewCo to implement its business
strategy; difficulties and delays in achieving revenue and cost
synergies of NewCo; the occurrence of any event that could give
rise to termination of the proposed transaction; potential
litigation in connection with the proposed transaction or other
settlements or investigations that may affect the timing or
occurrence of the proposed transaction or result in significant
costs of defense, indemnification, and liability; evolving legal,
regulatory, and tax regimes; changes in economic, financial,
political, and regulatory conditions, in the United States and
elsewhere, and other factors that contribute to uncertainty and
volatility, natural and man-made disasters, civil unrest,
pandemics, geopolitical uncertainty, and conditions that may result
from legislative, regulatory, trade, and policy changes associated
with the current or subsequent U.S. administration; risks related
to disruption of management time from ongoing business operations
due to the proposed transaction; certain restrictions during the
pendency of the proposed transaction that may impact TechTarget's
ability to pursue certain business opportunities or strategic
transactions; TechTarget's, NewCo's and Informa's ability to meet
expectations regarding the accounting and tax treatments of the
proposed transaction; the risk that any announcements relating to
the proposed transaction could have adverse effects on the market
price of TechTarget's common stock; the risk that the proposed
transaction and its announcement could have an adverse effect on
the ability of TechTarget to retain customers and retain and hire
key personnel and maintain relationships with customers, suppliers,
employees, stockholders, strategic partners and other business
relationships and on its operating results and business generally;
market acceptance of TechTarget's and the relevant portion of the
Informa Tech digital businesses' products and services; the impact
of pandemics and future health epidemics and any related economic
downturns, on TechTarget's business and the sectors in which it and
its customers operate; changes in economic or regulatory conditions
or other trends affecting the internet, internet advertising and
information technology industries; data privacy and artificial
intelligence laws, rules, and regulations; the impact of foreign
currency exchange rates; certain macroeconomic factors facing the
global economy, including instability in the regional banking
sector, disruptions in the capital markets, economic sanctions and
economic slowdowns or recessions, rising inflation and interest
rate fluctuations on TechTarget's and the relevant portion of the
Informa Tech digital businesses' results and other matters included
in TechTarget's filings with the SEC, including in Item 1A of its
Annual Report on Form 10-K for the year ended December 31, 2023.
These risks, as well as other risks associated with the proposed
transaction, are more fully discussed the preliminary Proxy
Statement/Prospectus filed on June 27, 2024, and will be contained
in the definitive Proxy Statement/Prospectus and other relevant
materials that are filed or will be filed with the SEC (when they
become available). While the list of factors presented here and in
the preliminary Proxy Statement/Prospectus are, and the list of
factors to be presented in definitive Proxy Statement/Prospectus
will be, considered representative, no such list should be
considered to be a complete statement of all potential risks and
uncertainties. Unlisted factors may present significant additional
obstacles to the realization of forward-looking statements. We
caution you not to place undue reliance on any of these
forward-looking statements as they are not guarantees of future
performance or outcomes and that actual performance and outcomes,
including, without limitation, our actual results of operations,
financial condition and liquidity, and the development of new
sectors or segments in which we operate, may differ materially from
those made in or suggested by the forward-looking statements
contained in this communication.
Any forward-looking statements
speak only as of the date of this communication. None of
TechTarget, NewCo or Informa undertakes any obligation to update
any forward-looking statements, whether as a result of new
information or developments, future events, or otherwise, except as
required by law. Neither future distribution of this communication
nor the continued availability of this communication in archive
form on TechTarget's website at www.investor.techtarget.com or
Informa's website at www.informa.com/investors should be deemed to
constitute an update or re-affirmation of these statements as of
any future date.