TIDMINF
RNS Number : 3439H
Informa PLC
27 July 2023
Informa PLC 2023 Half-Year Results
27 July 2023
Accelerating Growth in B2B Events, Specialist Data and Digital
Services
Informa delivers further strong growth in revenues, profits and
cashflows, with full year results expected to be at the top-end of
guidance range
Informa (LSE: INF.L), the international B2B Events, Specialist
Data, Digital Services and Academic Markets Group today published
half year results for 2023, delivering strong operating and
financial performance and continued progress on its Growth
Acceleration Plan 2 ("GAP 2").
Stephen A. Carter , Group Chief Executive, Informa PLC,
said:
"We are focused on building a better, broader and more scalable
business, which is reflected in a very strong first half
performance, putting us on track to meet or beat our guidance for
2023, with further momentum visible into 2024 and 2025."
He added: "As The Leading and Largest Owner/Operator of B2B
Events, Specialist Data and Digital Services Internationally, we
see continuing strong demand from B2B customers, giving us
confidence in further growth."
Accelerating growth in revenues, profits and cashflows
2023 Half Year Results reflect strong performances in all
businesses(1)
-- Strong Reported Growth in H1 2023 : Further strong growth in
Revenue (+53.0% to GBP1,520.5m), Adjusted Operating Profit(1)
(+102.9% to GBP413.5m) and Free Cash Flow(1) (+62.8% to
GBP224.6m);
-- Underlying Growth Acceleration(1) : Underlying revenue growth
of 31.9% and an increase in underlying adjusted operating profit of
56.5% in H1 2023, reflecting an improved performance in Academic
Markets, strong growth in B2B Events and further progress in B2B
Digital Services;
-- Increased Operating Margin(1) : Significant increase in
adjusted operating margin (+670bpts to 27.2%), ahead of full year
guidance, driven by higher underlying revenues and strong operating
leverage.
-- Significant increase in Earnings per Share(1) : Adjusted
diluted earnings per share +134.4% to 22.5p (H1 2022: 9.6p),
reflecting strong growth in earnings and the benefit from recent
share buybacks;
-- Improving Statutory Performance : H1 2023 statutory revenue
of GBP1,520.5m (2022: GBP993.5m), statutory operating profit of
GBP298.9m (H1 2022: GBP62.0m), and statutory diluted EPS of 17.9p
(2022: 2.6p) all significantly higher year-on-year;
-- Higher Free Cash Flow(1) : Growth in adjusted operating
profit, high cash conversion and strong forward bookings for events
and subscriptions delivers Free Cash Flow(1) of GBP224.6m in H1
2023, +62.8% year-on-year;
-- Disciplined Capital Allocation: Additional long-term growth
opportunities captured through acquisitions of Tarsus and Winsight
in the first half (combined post-synergy multiple sub-9x
EV/EBITDA), further enhanced by today's addition of Canalys within
our specialist Tech research business, Omdia, and the announcement
of exclusivity to acquire the HIMSS Global Health
Exhibition/Conference, a TSNN Top 30 US trade show serving the
Healthcare Technology market (combined post-synergy multiple also
sub-9x EV/EBITDA);
-- Full Year Results at Top-End of Range (1) : Strong H1 trading
and forward bookings puts us on track for the top-end of guidance
on both Revenue (GBP2.95bn to GBP3.05bn) and Adjusted Operating
Profit (GBP750m to GBP790m), implying 30%+ growth in revenue and
50%+ growth in adjusted operating profit;
(1) In this report, we refer to non-statutory measures, as
defined in Glossary on page 74. All numbers refer to Continuing
Operations unless stated
Continuing Strategic Progress
GAP 2 delivering accelerated revenue growth and digital
expansion(1)
-- Strong growth at Informa Markets: Strong underlying growth
(+63.8%), reflecting full return of Live & On-Demand B2B Event
brands in all regions and markets, accelerated expansion through
Tahaluf partnership in the Middle East, and enhanced customer value
via smart technology and data;
-- Accelerating growth at Informa Connect: Continuing
double-digit underlying expansion (+18.5%), reflecting strong
demand for content-rich live experiences providing high value
networking, specialist content and accredited training. Expected
revenue of $600m+ in 2023, with major strength in Finance, Life
Sciences and Foodservice, the latter boosted by recently acquired
Winsight;
-- Diversified growth at Informa Tech: Leading digital Tech
business delivering robust underlying growth (+7.4%) in the face of
broader Tech market volatility, reflecting specialist brands, high
value Live Events, expansion in Specialist Media/Audience
Development and leading position in Specialist Research through
Omdia, further strengthened by today's addition of Canalys;
-- B2B data growth through IIRIS: Continuing momentum in first
party data, with IIRIS fully consented audience of 20m+, delivering
market intelligence, customer knowledge and marketing
effectiveness;
-- On-target growth and leadership update at Taylor &
Francis: Improving underlying revenues (+3.3%) reflects strong
performance in traditional Pay-to-Read products and continuing
expansion in Pay-to-Publish services; With its GAP 2 plan on track,
CEO of Taylor & Francis, Annie Callanan, to step down after six
years in the role, with process to identify next leader
underway;
-- Growing use of Artificial Intelligence: AI technology
deployed across the Group in areas such as content indexing and
classification, video to text transcription and B2B recommendation
and matchmaking. Group-wide GAP 2 investment programme to further
expand opportunity, including in content validation, marketing
segmentation and buyer sentiment analysis.
Capital Allocation Discipline
Accelerating shareholder returns and accretive capital
reinvestment (1)
-- Accelerating shareholder returns: Strong earnings growth and
cash conversion delivering accelerating returns for shareholders,
with GBP650m+ total cash returns expected in 2023 through a
combination of growing ordinary dividends and completion of GBP1bn
share buyback programme;
-- 90%+ dividend growth(1) : Strong dividend growth (+93.3% to
5.8p in H1), with an ongoing commitment to a 40% minimum payout of
adjusted earnings;
-- GBP1bn Share Buyback Programme: Strong cash flow generation
and robust balance sheet supporting an ongoing share buyback
programme, with over GBP800m of GBP1bn programme completed;
-- Targeted additions delivering further Market Specialisation:
Following the divestment of Informa Intelligence for c.GBP2.5bn
(average multiple c.28x EV/EBITDA), we are redeploying capital into
accretive acquisitions, further strengthening our positions in
specialist markets, including in Foodservice (Winsight), Specialist
Tech Research (Canalys) and Packaging/Aviation/Healthcare/Beauty
& Aesthetics (Tarsus) and in Healthcare Technology (where we
have announced exclusivity to acquire the HIMSS Global Health
Exhibition/Conference);
-- Balance sheet strength(1) : Year-end leverage currently
tracking to c.1.3x, providing continuing flexibility for further
organic and inorganic investment, and ongoing shareholder
returns;
(1) In this report, we refer to non-statutory measures, as
defined in the Glossary on page 74. All numbers refer to Continuing
Operations unless stated
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
+44 (0) 7583 413254 / +44 (0)
Tim Burt / Simon Duke - Teneo 7815 779225
------------------------------------------ -----------------------------
2023 H1 Financial Summary (Continuing Operations)
H1 2023 H1 2022 Reported Underlying (2)
GBPm GBPm % %
-------------------------------------------- --------- -------- --------- ---------------
Revenue 1,520.5 993.5 53.0 31.9
Statutory operating profit 298.9 62.0
Adjusted operating profit(3) 413.5 203.8 102.9 56.5
Adjusted operating margin (%)(3) 27.2 20.5
Statutory profit before tax 314.6 41.5
Adjusted profit before tax(3) 416.3 174.4
Statutory diluted earnings per share (p) 17.9 2.6
Adjusted diluted earnings per share (p)(3) 22.5 9.6 134.4
Cash flow from operating activities(3) 188.6 154.3
Free cash flow(3) 224.6 138.0 62.8
Net debt/(cash) (incl. Leases)(3) 1,214.1 (15.3)
Dividend per share (p) 5.8 3.0 93.3
-------------------------------------------- --------- -------- --------- ---------------
2023 H1 Divisional Highlights (Continuing Operations)
---------------
H1 2023 H1 2022 Reported Underlying (2)
GBPm GBPm % %
-------------------------------------------- --------- -------- --------- ---------------
Informa Markets
Revenue 758.9 421.4 80.1 63.8
Statutory operating profit / (loss) 156.3 (3.0) n/a
Adjusted operating profit (3) 241.1 81.6 195.5 139.3
Adjusted operating margin (3) (%) 31.8 19.4
Informa Connect
Revenue 250.5 174.5 43.6 18.5
Statutory operating profit / (loss) 20.6 (2.9) n/a
Adjusted operating profit (3) 50.2 18.4 172.8 31.9
Adjusted operating margin (3) (%) 20.0 10.5
Informa Tech
Revenue 196.8 136.0 44.7 7.4
Statutory operating profit / (loss) 87.0 10.2 752.9
Adjusted operating profit (3) 27.2 19.3 40.9 (18.4)
Adjusted operating margin (3) (%) 13.8 14.2
Tarsus
Revenue 30.9 0.0 n/a 50.0
Statutory operating profit / (loss) (24.6) 0.0 n/a
Adjusted operating profit (3) 7.9 0.0 n/a n/a
Adjusted operating margin (3) (%) 25.6 n/a
Taylor & Francis
Revenue 283.4 261.6 8.3 3.3
Statutory operating profit / (loss) 59.6 57.7 (3.3)
Adjusted operating profit (3) 87.1 84.5 3.1 (5.3)
Adjusted operating margin (3) (%) 30.7 32.3
-------------------------------------------- --------- -------- --------- ---------------
(2) In 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.
(3) In 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 5 to the 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 ...Strong momentum and forward visibility
The combination of ongoing geo-political uncertainty, heightened
inflation and rising interest rates in many regions of the world,
is continuing to create a volatile trading backdrop for all
Companies.
As the Leading and Largest Owner/Operator of B2B Events,
Specialist Data and Digital Services Internationally, Informa's
geographic breadth and depth in specialist markets is serving us
well, delivering consistent growth and strong forward momentum,
amidst this broader macro uncertainty.
2023 Expectations Confirmed at the Top-End of the Guidance
Range
The strength of trading through the first half of 2023, combined
with forward visibility, provides confidence we can deliver further
underlying and reported revenue growth in the second half of 2023
and into 2024.
Accelerating growth, combined with operating discipline is
delivering improved profitability, with the Group adjusted
operating margin increasing to 27.2% in the first half. This is
ahead of the schedule laid out at the start of the year and whilst
our first half margins are traditionally higher, we expect full
year margins to remain ahead of previous guidance, c.400 basis
points higher year-on-year.
We are targeting a further improvement to c.28% in 2024 and a
return to c.30% operating margins as we exit the GAP 2 programme
into 2025.
The combination of volume and value growth, operating leverage
and strong performances from recent acquisitions should allow us to
deliver at the top-end of our 2023 market guidance range for both
Reported Group Revenue (GBP2.95bn to GBP3.05bn) and Group A djusted
Operating Profit (GBP750m to GBP790m, assuming GBP/USD exchange
rate of 1.25).
B2B Markets: The Leading and Largest Owner/Operator of B2B
Events, Specialist Data and Digital Services
Over the last decade, through Informa Markets, Informa Connect
and Informa Tech, we have progressively built and bought a
portfolio of 600+ major B2B brands serving 20+ attractive and
growing market categories in all major regions of the world. During
COVID we protected these brands and nurtured our customer
relationships, whilst investing in digital and data to improve the
quality of our product and its value to customers. Our investment
in first party data is also allowing us to expand into high value
adjacent B2B markets, through a growing range of audience-led
digital services.
B2B Markets...International Scale, Market Specialisation and
Growth at Informa Markets
Within Informa Markets, our commitment and consistent investment
in our portfolio of transaction led B2B brands has enabled us to
return at pace as markets have reopened around the world, with
demand for our brands stronger than ever. So far this year, across
our B2B Markets businesses, we have run 150 Tier 1 and Tier 2 major
Live Events, attracting 120,000+ exhibitors and 5m+ attendees, and
revenues are now tracking ahead of 2019, pre-COVID, on a
like-for-like basis.
This strength is evident in all major market categories, with
particular strength through the first half in Healthcare (Arab
Health, Medlab Middle East), Infrastructure & Real Estate
(World of Concrete, TISE), Health & Nutrition (Natural Products
Expo West, Vitafoods Europe) and Beauty (China Beauty Expo).
Similarly, we are delivering strong performances in all major
regions of the world, including North America, the Middle East,
ASEAN, Europe and now China, where we have seen rapid progress
since COVID restrictions started to be removed earlier this year.
Strong demand to access specialist B2B markets, launch new products
and build sales pipelines means we also now expect revenues in
China this year to be at similar levels to 2019.
Market Specialistion: Expanded partnership in the Middle East
through Tahaluf
The strength of our brands is enabling us to expand events into
new regions and launch new brands. A particular focus is the Middle
East, where we have built a significant business, from Informa's
local headquarters in Dubai, to growing brands and operations in
Bahrain, Qatar, Egypt and Türkiye, amongst others.
In Saudi Arabia, we recently established a joint venture with
SAFCSP called Tahaluf (meaning 'Alliance' in Arabic), and today we
are announcing its expansion through an investment by the Events
Investment Fund, who will become a significant shareholder and
partner. In addition, Sela has also committed to becoming a
partner.
Tahaluf's mission is to expand the MICE (Meetings, Incentives,
Conventions, Exhibitions) industry in the region and support the
country's Vision 2030 plan, which seeks to diversify and expand the
economy and opportunities for its highly educated 30 million
population.
Tahaluf's inaugural event, LEAP, was the largest Tech event
launch ever, and it has since brought established brands in Cyber
Security (Black Hat) and Real Estate & Construction (Cityscape
Global in September) to the region, with plans for many more over
the next few years, including in specialist markets such as
Healthcare & Life Sciences, Food & Hospitality, Aerospace
& Aviation, Industrial & Manufacturing and Pharma &
Biotech.
Market Specialisation: Further depth in Healthcare
Technology
Today we have also announced exclusivity to acquire the HIMSS
Global Health Exhibition/Conference, the leading international
trade show for Healthcare technology and information management
systems.
HIMSS Global Health Exhibition/Conference , a TSNN Top 30 US
Trade Show which will next take place in March 2024, attracts 35k+
healthcare professionals from more than 90 countries each year,
including physicians, nurses, analysts, government officials,
investors and technology partners. It is a major B2B trade show,
combining 1200+ exhibitors and more than 200 specialist education
sessions to provide specialist market access and rich content and
insights into the latest trends and innovations in Healthcare
information and technology.
B2B Markets...Content, Community and Commercial Edge at Informa
Connect
In Informa Connect, we have built a portfolio of dynamic,
content led B2B brands that provide industries and professional
communities with specialist knowledge and data, high value
networking, and increasingly powerful customer data and
analytics.
Our core verticals of Finance (SuperReturn, IM Power), Life
Sciences (BioEurope Spring, Biotech Showcase) and Foodservice
(National Restaurant Association Show, Catersource) are all
performing well, with strong demand for access to our specialist
audiences.
In addition, our portfolio of fan-oriented Pop Culture events
(MegaCon Orlando, FanExpo) is delivering good growth, with strong
talent commitment and forward pacing for the rest of the year.
The addition of Winsight in May significantly expanded our
position in the attractive B2B Foodservice market, adding further
depth in Live & On-Demand Events (National Restaurant
Association Show), Specialist Data & Research (Technomic) and
Specialist Media (Restaurant Business). The business has performed
strongly since being acquired, including a successful National
Restaurant Association Show in May, which, encouragingly, is
already almost fully booked for 2024.
Within our Finance business, we are investing in our specialist
data and content businesses, IGM (Fixed Income/FX Data &
Information) and Zephyr (Wealth Management Data & Reporting),
strengthening core technology platforms and expanding our service
offer. Both are subscription-based businesses and are trading
steadily and with some targeted investment, combined with
cross-promotion across our other connected Finance brands, we
believe we can accelerate growth and enhance value.
Within these businesses and more broadly across Informa
Connect's portfolio, the importance and value of data is
increasing. Through our B2B customer data and analytics platform,
IIRIS, we are now collecting, managing and enriching our first
party data and this is enabling us to better understand our markets
and customers, leading to more efficient product development and
more effective marketing.
Our focus on data is also allowing us to increase the value we
provide customers through new products, including Lead Insights, an
end-to-end customer platform for scoring, qualifying and activating
leads.
Customers can access event and digital leads in near real-time,
rank them on various parameters, segment and enrich them and
directly launch and track targeting campaigns. Within Informa
Connect, this is significantly increasing the utility and value of
our event/online data for sponsors.
Our expanded Finance and Foodservice businesses, combined with
strong underlying growth across the broader portfolio, means
Informa Connect now has significant scale, with expected revenues
across its range of content-led B2B services of more than $600m in
2023.
Tarsus...Combination and Growth
Since the Tarsus acquisition completed in the second quarter
(valuation of $940m, sub-9x post-synergy EV/EBITDA multiple), the
business has traded strongly, reflecting the strength of its
specialist brands and long-term customer relationships.
Through this period, the business delivered underlying revenue
growth of 50% and absolute revenues of over GBP30m, ahead of plan,
with particular strength in Healthcare (Health Connect Partners),
Anti-Aging & Aesthetics (A4M Spring Congress) and Fashion
(Shanghai International Brand Underwear Fair).
The focus for the remainder of 2023 is to maintain this strong
trading momentum, minimising disruption and maximising delivery,
whilst using the time to combine Tarsus' brands and businesses
within Informa Markets and Informa Connect, and enabling us to
enter 2024 as one business.
Whilst still early in the Tarsus Combination Programme, the
current signs are encouraging, with good underlying performances
across its portfolio, strong cultural alignment between teams and
clear opportunities identified where we can benefit from each
other's market depth and established customer relationships.
B2B Markets...A c.$500m leader in B2B Digital Services in
Informa Tech
We continue to see a significant opportunity to create value
from our first party data through the development of a range of
adjacent, audience-led B2B Digital Services. Our current focus for
this investment and expansion is Informa Tech, where the market for
data-driven Audience Development and Digital Demand Generation
services is already well established.
To meet this demand, over the last four years, we have been
building our multi-service B2B offering within Informa Tech, which
now incorporates 20+ major B2B Live & On-Demand Event
franchises, a leading Specialist Market Research/Data business in
Omdia, a portfolio of 40+ Specialist Media brands and a growing
capability in specialist Lead Generation services.
Combined with IIRIS' 20m+ first party data records, this is
enabling us to offer an increasingly powerful range of audience-led
services and we are continuing to invest behind this to build
further strength. At Industry Dive, we are expanding our portfolio
through new Dive launches, with six so far this year, including
Hotel Dive, Fashion Dive and Packaging Dive, and with a further two
planned in the second half.
At NetLine, we recently launched a new intent-based lead
generation platform, Intentive, which provides real time B2B
insights to marketers at both a company and individual
buyer-level.
These new products and services are building good market
momentum, albeit current tech market volatility has moderated our
near-term growth expectations at Informa Tech, with our target for
2023 now at mid to high single digit underlying revenue growth.
Current market uncertainty is, however, creating some attractive
opportunities to accelerate the expansion of our service offering
and build further scale through targeted acquisitions.
Market Specialistion: Addition of Canalys creates $100m+ leader
in Specialist Market Research
This includes Informa Tech's addition today of specialist Tech
research business, Canalys, which adds highly regarded research
expertise and a loyal, high value subscriber base.
As part of our strategy of Market Specialisation, over the last
five years we have been investing in Omdia to build leadership in
specialist Tech research, focusing on building strength in key Tech
sub-verticals including Artificial Intelligence, Cloud,
Cybersecurity, Enterprise IT and Critical Communications. In prior
years, this has seen us combine our portfolio with IHS Markit Tech
and acquire Tractica.
Canalys will further expand our leadership into Channels
(distributors, value added resellers, systems integrators and
managed service providers) and Mobility (consumer and business
devices), two critical sub-verticals of scale and commercial
importance.
Combined, Omdia's revenues will move comfortably over $100m,
almost three times where they were when we set about building a
position, giving us leadership in Specialist Tech Market Research
to complement our leading position in Live & On-Demand Events
and growing strength in Audience Development and Digital
Demand.
Academic Markets & Knowledge Services...Improving underlying
growth
Taylor & Francis continues to perform well, reporting an
underlying revenue increase of 3.3% over the first six months of
2023, in line with our GAP 2 target of 3%+ for the year.
With the business performing well and its GAP 2 plan on track,
after six years, Annie Callanan is returning to the US and so will
step down as CEO, with a process to find the next leader of Taylor
& Francis underway.
Stephen A. Carter , Group Chief Executive, Informa PLC, said:
"On behalf of Informa, I'd like to thank Annie for her leadership
over the last six years, during which time the business has grown
in scale and quality."
The steady improvement in growth at Taylor & Francis
reflects continuing strength in traditional Pay-to-Read publishing
combined with our expanding focus into broader Pay-to-Publish
services, increasing our addressable market and putting researchers
(i.e. knowledge makers) at the heart of the business.
In Pay-to-Read, demand for our specialist, peer reviewed
research remains robust, which is reflected in high subscription
renewals and consistent new business, the latter benefiting from
recent investment in sales capacity in North America and Asia.
Additionally, our specialist reference business in Advanced
Learning continues to perform consistently, supported by an
expanded front list of 8,000+ annual new titles and a back list of
over 175,000 specialist titles, all available digitally on-demand
through a growing range of channels and platforms.
In Open Research, we continue to invest in the depth and range
of services we offer to authors and funders, targeting research
budgets directly alongside more traditional institutional budgets.
This has seen us secure a number of new Read and Publish contracts
this year, as well as some major renewals, including our recent
three-year agreement with Ohio State University.
In line with our GAP 2 plan, investment in the range, speed and
efficiency of our open research service offering is impacting
near-term margins but increasing our direct exposure to growth in
research volumes and research funding. In H1, margins were also
affected by the mix of revenue and the phasing of costs through the
period, something we expect to unwind in the second half, leaving
full year margins broadly consistent with 2022.
Financial review
Income Statement
The results for the six months to 30 June 2023 ("H1 2023")
reflect a strong trading performance in our continuing businesses,
comprising our four B2B Markets businesses (Informa Markets,
Informa Connect, Informa Tech and Tarsus) and our Academic Markets
business, Taylor & Francis. The reported revenues and profits
for these businesses in 2023 were significantly higher than 2022,
driven by strong underlying revenue growth in all businesses, with
particular strength in B2B Markets as our leading portfolio of live
and on-demand events continued to return and rebound after the
disruption caused by the pandemic.
Adjusted Adjusting Statutory Adjusted Adjusting Statutory
results items results results items results
H1 2023 H1 2023 H1 2023 H1 2022(1) H1 2022(1) H1 2022(1)
GBPm GBPm GBPm GBPm GBPm GBPm
Continuing operations
Revenue 1,520.5 - 1,520.5 993.5 - 993.5
---------------------------- --------- ---------- ---------- ------------ ------------ ------------
Operating profit/(loss) 413.5 (114.6) 298.9 203.8 (141.8) 62.0
Fair value gain/(loss)
on investments - 9.4 9.4 - (0.9) (0.9)
Profit on disposal
of subsidiaries and
operations - 4.3 4.3 - 9.8 9.8
Net finance income/(costs) 2.8 (0.8) 2.0 (29.4) - (29.4)
---------------------------- --------- ---------- ---------- ------------ ------------ ------------
Profit/(loss) before
tax 416.3 (101.7) 314.6 174.4 (132.9) 41.5
Tax (charge)/credit (79.1) 34.4 (44.7) (31.2) 25.7 (5.5)
---------------------------- --------- ---------- ---------- ------------ ------------ ------------
Profit/(loss) for
the year from continuing
operations 337.2 (67.3) 269.9 143.2 (107.2) 36.0
Profit for the year
from discontinued
operations - - - 23.1 1,130.8 1,153.9
============================ ========= ========== ========== ============ ============ ============
Profit/(loss) for
the year 337.2 (67.3) 269.9 166.3 1,023.6 1,189.9
============================ ========= ========== ========== ============ ============ ============
Adjusted operating
margin from continuing
operations 27.2% 20.5%
Adjusted diluted
and statutory diluted
EPS from continuing
operations 22.5 17.9 9.6 2.6
============================ ========= ========== ========== ============ ============ ============
1. Re-presented for discontinued operations (see note 3 to the
Condensed Consolidated Financial Statements).
Financial Results
Our businesses delivered a 53.0% increase in revenue from
continuing operations in the first half to GBP1,520.5m, including a
31.9% increase on an underlying basis. Every Division delivered
revenue growth through the period.
The Group reported statutory operating profit from continuing
operations of GBP298.9m, compared with a statutory operating profit
of GBP62.0m for the six months to 30 June 2022. In 2023 we have
continued to see strong return in live and on-demand events,
including in China, reflecting the strength of our specialist
brands in providing access to a range of growing specialist
markets. Adjusted operating profit from continuing operations was
GBP413.5m which was 102.9% higher year-on-year on a reported
basis.
Statutory net finance income was GBP2.0m for H1 2023 (H1 2022:
net finance cost GBP29.4m), and adjusted net finance income was
GBP2.8m (H1 2022: net finance cost GBP29.4m). Lower net finance
costs were driven by interest earned on higher cash balances
arising from the divestment of our Informa Intelligence portfolio
as part of our GAP 2 strategy.
The combination of all these factors led to a statutory profit
before tax for continuing operations of GBP314.6m, compared with
GBP41.5m in the six months ended 30 June 2022. The profit in the
period led to a statutory tax charge of GBP44.7m in H1 2023
compared with a tax charge of GBP5.5m in the six months ended 30
June 2022.
This profit outcome translated into a statutory diluted earnings
per share (EPS) for continuing operations of 17.9p compared with
2.6p for the six months ended 30 June 2022. This improvement
reflects stronger trading and the lower number of shares in issue
as a result of the share buyback programme. Adjusted diluted EPS
from continuing operations more than doubled to 22.5p from 9.6p in
the prior six months to 30 June 2022.
Discontinued operations
The results for the six months ended 30 June 2022 have been
re-presented to reflect the impact of discontinued operations
following the sale of EPFR on 3 October 2022 and Maritime
Intelligence on 1 December 2022. The effect of this re-presentation
is shown in Note 3 to the Condensed Consolidated Financial
Statements. Following this re-presentation, the results for
discontinued operations for the six months ended 30 June 2022
include EPFR, Maritime Intelligence and Pharma Intelligence, which
was disposed of on 1 June 2022.
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 74. 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:
Phasing
Underlying and other Acquisitions Currency Reported
growth items and disposals change growth
H1 2023 continuing operations
Revenue 31.9% 3.3% 11.5% 6.3% 53.0%
Adjusted operating
profit 56.5% 5.9% 24.7% 15.8% 102.9%
==================== =========== =========== =============== ========= =========
Adjusting Items
The items below have been excluded from adjusted results. The
total adjusting items included in the operating profit in the year
for continuing operations were GBP114.6m (H1 2022: GBP141.8m). The
most significant item in H1 2023 was intangible asset amortisation
of GBP151.0m.
H1 2023 H1 2022(1) FY 2022
GBPm GBPm GBPm
---------------------------------------------------- -------- ----------- --------
Continuing operations
Intangible asset amortisation(1) 151.0 131.5 275.3
Impairment - acquisition-related and other
intangible assets - 3.9 6.9
(Reversal)/impairment - right of use assets (0.5) 2.7 (0.1)
Reversal of impairment - property and equipment - (1.1) (0.7)
Acquisition costs 36.5 0.6 11.8
Integration costs 3.1 4.3 10.2
Restructuring and reorganisation costs 0.3 (2.6) (1.6)
Onerous contracts associated with COVID-19 - 0.7 4.7
Fair value loss on contingent consideration 3.0 1.8 5.7
Fair value gain on contingent consideration (78.8) - -
Adjusting items in operating profit from
continuing operations 114.6 141.8 312.2
Fair value (gain)/loss on investments (9.4) 0.9 0.9
Distributions received from investments - - (20.6)
Profit on disposal of subsidiaries and operations (4.3) (9.8) (11.6)
Finance costs 0.8 - 1.3
==================================================== ======== =========== ========
Adjusting items in profit before tax from
continuing operations 101.7 132.9 282.2
Tax related to adjusting items (34.4) (25.7) (54.5)
Adjusting items in profit for the period
from continuing operations 67.3 107.2 227.7
==================================================== ======== =========== ========
Discontinued operations
Intangible asset amortisation(1) - 0.2 0.4
Reversal of impairment - right of use assets - (0.3) (0.5)
Acquisition costs - 0.6 0.1
Integration costs - 1.4 1.1
Restructuring and reorganisation costs - (0.1) (0.2)
Adjusting items in operating profit from
discontinued operations - 1.8 0.9
Profit on disposal of subsidiaries and operations - (1,366.5) (1,740.3)
=================================================== ===== ========== ==========
Adjusting items in profit before tax from
discontinued operations - (1,364.7) (1,739.4)
Tax related to adjusting items - 233.9 275.7
=================================================== ===== ========== ==========
Adjusting items in profit for the period
from discontinued operations - (1,130.8) (1,463.7)
=================================================== ===== ========== ==========
Adjusting items in profit for the period
from continuing and discontinued operations 67.3 (1,023.6) (1,236.0)
=================================================== ===== ========== ==========
1. Excludes acquired intangible product development and software
amortisation.
Adjusting Items (continued)
Intangible amortisation of GBP151.0m relates to the historical
additions 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,
it 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 GBP36.5m principally relate to the
acquisitions of Tarsus and Winsight. Fair value gain/(loss) on
contingent consideration principally reflects a fair value gain in
relation to the Industry Dive contingent consideration.
Divisional Performance
The table below shows the H1 2023 results and adjusting items by
Division for continuing operations, highlighting the continued
strong growth in our B2B Markets Divisions, supported by improving
growth at Taylor & Francis.
Informa Markets Informa Tech Informa Connect Taylor & Francis Tarsus Group
GBPm GBPm GBPm GBPm GBPm GBPm
============================= ================ ============= ================ ================= ======= ========
Revenue from continuing
operations 758.9 196.8 250.5 283.4 30.9 1,520.5
Underlying revenue growth 63.8% 7.4% 18.5% 3.3% 50.0% 31.9%
============================= ================ ============= ================ ================= ======= ========
Statutory operating
profit/(loss) from
continuing operations 156.3 87.0 20.6 59.6 (24.6) 298.9
Add back:
Intangible asset
amortisation(1) 84.1 18.8 14.6 26.6 6.9 151.0
Reversal of impairment -
right of use assets - - (0.5) - - (0.5)
Acquisition costs 0.2 (1.5) 12.8 0.2 24.8 36.5
Integration costs 0.1 0.6 1.6 - 0.8 3.1
Restructuring and
reorganisation costs (0.7) 0.3 0.7 - - 0.3
Fair value gain/(loss) on
contingent consideration 1.1 (78.0) 0.4 0.7 - (75.8)
Adjusted operating profit
from continuing operations 241.1 27.2 50.2 87.1 7.9 413.5
Underlying adjusted
operating profit
growth/(decline) 139.3% (18.4%) 31.9% (5.3%) N/A 56.5%
----------------------------- ---------------- ------------- ---------------- ----------------- ------- --------
1. Intangible asset amortisation is in respect of acquired
intangibles and excludes amortisation of software and product
development.
Adjusted Net Finance Income
Adjusted net finance income for the period was GBP2.8m compared
to the net finance cost of GBP29.4m in H1 2022. Net statutory
finance income from continuing operations was GBP2.0m compared to a
net finance cost of GBP29.4m in H1 2022. The movement in net
finance income primarily relates to higher interest income on the
increased cash balance due to cash proceeds of GBP2.1bn from the
divestment of the Intelligence portfolio and improved Free Cash
Flow.
The reconciliation of statutory finance costs and finance income
to the adjusted net finance (income)/costs is as follows:
H1 2023 H1 2022 FY 2022
GBPm GBPm GBPm
====================================== ================== ================== ==================
Finance income (37.9) (5.6) (27.5)
Finance costs 35.9 35.0 74.1
-------------------------------------- ------------------ ------------------ ------------------
Statutory net finance (income)/costs (2.0) 29.4 46.6
Add back: adjusting items relating
to finance costs ( 0.8) - (1.3)
Adjusted net finance (income)/costs (2.8) 29.4 45.3
====================================== ================== ================== ==================
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 effective tax rate on adjusted profits (as defined
in the Glossary) reflects the blend of tax rates and profits in the
jurisdictions in which we operate. In H1 2023, the effective tax
rate on adjusted profits for continuing operations was 19.0% (H1
2022: 17.9%).
Earnings Per Share
Adjusted diluted EPS from continuing operations was 134.4%
higher at 22.5p (H1 2022: 9.6p), largely reflecting higher adjusted
earnings of GBP318.7m (H1 2022: GBP142.0m) together with a 5.0%
decrease in the weighted average number of shares following the
share buybacks during the year.
An analysis of adjusted diluted EPS and statutory diluted EPS is
as follows:
H1 2023 H1 2022(1) FY 2022
GBPm GBPm GBPm
Statutory profit for the year from continuing
operations 253.5 39.1 138.3
Add back: Adjusting items in profit/loss for
the year 67.3 107.2 227.7
===================================================== ========= =========== ========
Adjusted profit for the year 320.8 146.3 366.0
Non-controlling interests relating to adjusted
profit (2.1) (4.3) (9.5)
===================================================== ========= =========== ========
Adjusted earnings from continuing operations 318.7 142.0 356.5
Weighted average number of shares used in adjusted
diluted EPS (m) 1,414.3 1,488.4 1,464.3
===================================================== ========= =========== ========
Adjusted diluted EPS (p) from continuing operations 22.5 9.6 24.4
===================================================== ========= =========== ========
1. Re-presented for discontinued operations (see note 3 to the
Condensed Consolidated Financial Statements).
Earnings Per Share (continued)
H1 2023 H1 2022(1) FY 2022
GBPm GBPm GBPm
Statutory profit for the year from continuing
operations 269.9 36.0 142.1
Non-controlling interests (16.4) 3.1 (3.8)
====================================================== ========= =========== ========
Statutory earnings from continuing operations 253.5 39.1 138.3
Weighted average number of shares used in diluted
EPS (m) 1,414.3 1,488.4 1,464.3
====================================================== ========= =========== ========
Statutory diluted EPS (p) from continuing operations 17.9 2.6 9.4
====================================================== ========= =========== ========
1. Re-presented for discontinued operations (see note 3 to the
Condensed Consolidated Financial Statements).
Dividends
The Group resumed dividend payments in 2022 based on a payout
ratio of a minimum of 40% of full year adjusted earnings from
continuing operations. The Group will look to continue to grow
dividends in line with this approach, striking a balance between
rewarding shareholders and retaining the financial strength and
flexibility to reinvest in the business and pursue growth
opportunities.
For H1 2023, the Board has recommended an interim dividend of
5.8p per share (H1 2022: 3.0p per share). The interim dividend will
be paid on 15 September 2023 to ordinary shareholders registered as
at the close of business on 11 August 2023. 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 29
August 2023.
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 2023 across our continuing operations (H1 2022: continuing
and discontinued operations), approximately 65% (H1 2022: 69%) of
Group revenue was received in USD or currencies pegged to USD, with
6% (H1 2022: 5%) received in Euro and 11% (H1 2022: 1%) in Chinese
renminbi.
Similarly, on continuing operations in H1 2023 (H1 2022:
continuing and discontinued operations) we incurred approximately
55% (H1 2022: 69%) of our costs in USD or currencies pegged to USD,
with 8% (H1 2022: 3%) in Chinese renminbi and 3% (H1 2022: 5%) in
Euro.
For continuing operations in H1 2023 (H1 2022: continuing and
discontinued operations) each one cent ($0.01) movement in the USD
to GBP exchange rate has a circa GBP16m (H1 2022: circa GBP12m)
impact on annual revenue, and a circa GBP6m (H1 2022: circa GBP4m)
impact on annual adjusted operating profit.
The following rates versus GBP were applied during the
period:
H1 2023 H1 2022 FY 2022
================== ================== ==================
Closing Average Closing Average Closing Average
rate rate rate rate rate rate
US dollar 1.26 1.23 1.21 1.30 1.21 1.24
Chinese renminbi 9.18 8.57 8.12 8.38 8.34 8.30
Euro 1.17 1.14 1.16 1.19 1.13 1.17
------------------ -------- -------- -------- -------- -------- --------
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 conversion rate, reflecting
the relatively low capital intensity of the Group. In 2023,
absolute levels of free cash flow continued to grow year-on-year
despite cash being held at 31 December 2022 against 2023 events,
previously postponed.
The following table reconciles the statutory operating profit to
operating cash flow (OCF) and free cash flow (FCF), both of which
are defined in the glossary.
H1 2023 H1 2022(3) FY 2022
GBPm GBPm GBPm
Statutory operating profit 298.9 62.0 184.1
Add back: Adjusting items 114.6 141.8 312.2
===================================================== ======== =========== ========
Adjusted operating profit 413.5 203.8 496.3
Depreciation of property and equipment 6.4 5.6 11.7
Depreciation of right of use assets 12.6 12.0 24.8
Software and product development amortisation 18.8 18.1 35.2
Share-based payments 11.5 8.4 17.5
(Profit)/loss on disposal of other assets (0.1) 0.1 0.3
Adjusted share of joint venture and associate
results (1.1) (0.9) (2.1)
===================================================== ======== =========== ========
Adjusted EBITDA(1) 461.6 247.1 583.7
Capital expenditure (41.5) (27.1) (67.5)
Working capital movement(2) (149.3) (3.4) 65.3
Pension deficit contributions (1.2) (2.9) (6.9)
===================================================== ======== =========== ========
Operating Cash Flow 269.6 213.7 574.6
Restructuring and reorganisation (5.5) (5.9) (14.1)
Onerous contracts and one-off costs paid associated
with COVID-19 (0.9) (1.1) (5.5)
Net interest receipts/(payments) 2.6 (28.3) (65.4)
Taxation (41.2) (40.4) (71.7)
----------------------------------------------------- -------- ----------- --------
Free Cash Flow from continuing operations 224.6 138.0 417.9
Free Cash Flow from discontinued operations - 40.4 48.5
===================================================== ======== =========== ========
Free Cash Flow 224.6 178.4 466.4
===================================================== ======== =========== ========
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.
3. Re-presented for discontinued operations (see note 3 to the
Condensed Consolidated Financial Statements).
Free Cash Flow (continued)
Free cash flow from continuing operations was GBP86.6m higher
than H1 2022 principally due to the GBP209.7m higher adjusted
operating profit, partially offset by higher capex investment of
GBP14.4m and an increase of GBP145.9m in working capital outflow
which largely relates to events run in the period for which the
Group had already received cash in advance, principally in China.
The calculation of operating cash flow conversion and free cash
flow conversion is as follows:
H1 2023 H1 2022(1) FY 2022
Continuing Continuing Continuing
GBPm GBPm GBPm
------------------------------------------------
Operating Cash Flow from continuing operations 269.6 213.7 574.6
Adjusted operating profit from continuing
operations 413.5 203.8 496.3
Operating Cash Flow conversion from continuing
operations 65.2% 104.9% 115.8%
================================================ ============ ============ ============
H1 2023 H1 2022(1) FY 2022
GBPm GBPm GBPm
------------------------------------------------
Free Cash Flow from continuing operations 224.6 138.0 417.9
Adjusted operating profit from continuing
operations 413.5 203.8 496.3
Free Cash Flow conversion from continuing
operations 54.3% 67.7% 84.2%
================================================ ============ ============ ============
1. Re-presented for discontinued operations (see note 3 to the
Condensed Consolidated Financial Statements).
Net capital expenditure from continuing operations increased to
GBP41.5m (H1 2022: GBP27.1m) reflecting ongoing investments as part
of our GAP 2 strategy. We expect full-year 2023 capital expenditure
to be c.4% relative to revenue as further GAP 2 investments are
made.
Net cash interest receipts of GBP2.6m were GBP30.9m higher than
the prior year, largely reflecting interest income on the Group's
increased cash balances generated by the divestment of the
Intelligence portfolio.
The following table reconciles net cash inflow from operating
activities for continuing operations, as shown in the consolidated
cash flow statement, to Free Cash Flow from continuing
operations:
H1 2023 H1 2022(1) FY 2022
Continuing Continuing Continuing
GBPm GBPm GBPm
=========================================== ============ ============ ============
Net cash inflow/(outflow) from operating
activities for continuing operations
per statutory cash flow 188.6 154.3 397.2
Interest received 38.4 4.7 25.7
Purchase of property and equipment (9.1) (6.7) (14.5)
Purchase of intangible software assets (22.3) (13.8) (37.9)
Product development costs (10.1) (6.6) (15.1)
Add back: Acquisition and integration
costs paid 39.1 6.1 18.2
Add back: Pension payment into escrow - - 28.2
Add back: Additional pension payments - - 16.1
Free Cash Flow from continuing operations 224.6 138.0 417.9
=========================================== ============ ============ ============
1. Re-presented for discontinued operations (see note 3 to the
Condensed Consolidated Financial Statements).
Net cash from operating activities from continuing operations
increased by GBP34.3m to record an inflow of GBP188.6m, principally
driven by the increased adjusted profit in the year, offset by the
working capital outflow as outlined above.
Free Cash Flow (continued)
The following table reconciles cash generated by operations for
continuing operations, as shown in the Consolidated Cash Flow
Statement to operating cash flow from continuing operations shown
in the Free Cash Flow table above:
H1 2023 H1 2022(1) FY 2022
Continuing Continuing Continuing
GBPm GBPm GBPm
================================================ ============ ============ ============
Cash generated by operations for continuing
operations per statutory cash flow 265.6 227.7 560.0
Capital expenditure paid (41.5) (27.1) (67.5)
Add back: Acquisition and integration costs
paid 39.1 6.1 18.2
Add back: Restructuring and reorganisation
costs paid 5.5 5.9 14.1
Add back: Pension payment into escrow - - 28.2
Add back: Additional pension payments - - 16.1
Onerous contracts associated with COVID-19 0.9 1.1 5.5
================================================ ============ ============ ============
Operating Cash Flow from continuing operations 269.6 213.7 574.6
================================================ ============ ============ ============
1. Re-presented for discontinued operations (see note 3 to the
Condensed Consolidated Financial Statements).
The following table reconciles Free Cash Flow from continuing
and discontinued operations to net funds flow and net debt, with
net debt increasing by GBP969.5m to GBP1,214.1m during the year.
This increase in net debt is primarily due to the acquisitions of
Tarsus and Winsight and the ongoing share buyback programme.
H1 2023 H1 2022 FY 2022
GBPm GBPm GBPm
================================================= ========== ========== ==========
Free Cash Flow from continuing and discontinued
operations 224.6 178.4 466.4
Acquisitions (924.9) (16.8) (405.3)
Disposals (8.5) 1,683.5 1,896.8
Additional pension payments - - (16.1)
Pension payment into escrow - - (28.2)
Add back: repayment of acquired debt 443.9 - 36.6
Dividends paid to shareholders - - (43.3)
Dividends paid to non-controlling interests (1.1) (1.5) (9.5)
Dividends received from investments 0.5 - 1.8
Distributions received from investments - - 20.6
Purchase of own shares through share buyback (289.9) (291.6) (513.3)
Purchase of shares for Trust (3.0) (2.2) (3.3)
================================================= ========== ========== ==========
Net funds flow (558.4) 1,549.8 1,403.2
Non-cash movements 40.3 (122.3) (133.0)
Foreign exchange 4.8 23.1 (31.8)
Net lease additions in the year (12.3) (0.7) (11.8)
Net debt as at 1 January (244.6) (1,434.6) (1,434.6)
Acquired debt (443.9) - (36.6)
================================================= ========== ========== ==========
Net (debt)/cash (1,214.1) 15.3 (244.6)
================================================= ========== ========== ==========
Financing and Leverage
Net debt increased by GBP969.5m in the period to GBP1,214.1m at
30 June 2023 (30 June 2022: net cash GBP15.3m; 31 December 2022:
net debt GBP244.6m). This was largely due to the acquisitions of
Tarsus and Winsight and the ongoing share buyback programme, which
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
GBP1,098.3m (30 June 2022: GBP1,099.4m; 31 December 2022:
GBP1,099.9m). Combined with GBP1,057.5m of cash (H1 2022:
GBP2,509.3m), this resulted in available Group-level liquidity at
30 June 2023 of GBP2,155.8m.
The average debt maturity on our drawn borrowings is 2.6 years
at 30 June 2023 (30 June 2022: 3.4 years; 31 December 2022: 3.1
years). Besides the EUR EMTN of GBP equivalent EUR450.0m
(GBP386.2m) maturing in July 2023, there are no significant
maturities until October 2025.
30 June 30 June 31 December
2023 2022 2022
Net debt and committed facilities GBPm GBPm GBPm
============================================== ========== ========== ============
Cash and cash equivalents (1,057.5) (2,509.3) (2,125.8)
Bond borrowings 1,865.9 2,039.4 1,910.7
Bond borrowing fees (7.3) (10.5) (8.8)
Bank borrowings 38.8 40.8 41.3
Bank borrowing fees (3.0) (2.9) (2.4)
Derivative assets associated with borrowings - - (2.2)
Derivative liabilities associated with
borrowings 123.9 157.3 168.1
============================================== ========== ========== ============
Net debt/(cash) before leases 960.8 (285.2) (19.1)
Lease liabilities 264.7 277.6 270.4
Finance lease receivables (11.4) (7.7) (6.7)
============================================== ========== ========== ============
Net debt/(cash) 1,214.1 (15.3) 244.6
============================================== ========== ========== ============
Borrowings (excluding derivatives, leases,
fees & overdrafts) 1,904.7 2,080.2 1,952.0
Unutilised committed facilities (undrawn
RCF) 1,050.0 1,050.0 1,050.0
Unutilised committed facilities (undrawn
Curinos facilities) 48.3 49.4 49.9
============================================== ========== ========== ============
Total committed facilities 3,003.0 3,179.6 3,051.9
============================================== ========== ========== ============
The Informa leverage ratio at 30 June 2023 is 1.2 times (30 June
2022: (0.9) times; 31 December 2022: (0.2) times), and the Informa
interest cover ratio is 179.3 times (30 June 2022: 11.0 times; 31
December 2022: 16.6 times). Both are calculated consistently with
our historical basis of reporting of financial covenants which no
longer apply at 30 June 2023. 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 30 June 31 December
2023 2022 2022
GBPm GBPm GBPm
================================ ======== ======== ============
Net debt/(cash) 1,214.1 (15.3) 244.6
Adjusted EBITDA (12 months) 807.0 641.8 625.5
================================ ======== ======== ============
Adjusted leverage 1.5x 0.0x 0.4x
Adjustment to EBITDA(1) - (0.1)x -
Adjustment to net cash/debt(1) (0.3)x (0.8)x (0.6)x
================================ ======== ======== ============
Informa leverage ratio 1.2x (0.9)x (0.2)x
================================ ======== ======== ============
1. Refer to Glossary for details of the adjustments to EBITDA
and Net Debt for Informa leverage ratio.
Financing and Leverage (continued)
The calculation of Informa interest cover is as follows:
30 June 30 June 31 December
2023 2022 2022
GBPm GBPm GBPm
======================================== ======== ======== ============
Adjusted EBITDA (12 months) 807.0 641.8 625.5
Adjusted net finance costs (12 months) 13.1 53.2 45.3
---------------------------------------- -------- -------- ------------
Adjusted interest cover 61.6x 12.1x 13.8x
Adjustment to EBITDA(1) 117.7x (1.1)x 2.8x
---------------------------------------- -------- -------- ------------
Informa Interest cover 179.3x 11.0x 16.6x
---------------------------------------- -------- -------- ------------
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 GBP38.8m (30 June 2022: GBP40.8m; 31
December 2022: GBP41.3m) 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 2023, cash invested in
acquisitions was GBP924.9m (H1 2022: GBP16.8m); with GBP434.9m, net
of cash acquired, relating to acquisitions (H1 2022: GBP6.4m),
GBP7.0m (H1 2022: GBP0.4m) to cash paid for business assets,
GBP443.9m to the settlement of acquired debt (H1 2022: GBPnil),
GBP39.1m (H1 2022: GBP8.5m) for acquisition and integration spend
and GBPnil (H1 2022: GBP1.5m) for the acquisition of
non-controlling interests.
Net spend from disposals amounted to GBP8.5m (H1 2022:
GBP1,683.5m net proceeds).
Acquisitions
Informa completed the share acquisition of both the Tarsus Group
and Winsight, LLC in the period to 30 June 2023.
On 17 April 2023, Informa acquired 100% of the shares in Tiger
Acquisitions (Jersey) Limited, which ultimately owns the Tarsus
Group. Tarsus owns and operates a portfolio of over 160 Live and
On-Demand B2B Event brands across a number of markets. Total
consideration for Tarsus was GBP359.4m, of which GBP168.1m was paid
in cash, GBP169.8m was settled by the issue of 26.0m shares in
Informa Plc at a price of GBP6.56 per share, and the remainder
represented by deferred Informa equity, determined to have a fair
value of GBP21.5m at acquisition date, which is contingent upon the
Informa Plc share price reaching GBP8.50 by 1 June 2025.
Immediately upon completion, Informa repaid GBP443.9m of Tarsus's
external debt, resulting in an overall cost, excluding fees and the
deferred Informa equity, of GBP781.8m.
On 16 May 2023, Informa completed the share purchase of Winsight
which will be reported within the Informa Connect Division.
Winsight provides a range of specialist B2B Services to the food
services industry, including events, data and research and media.
Total consideration was GBP324.0m, of which GBP314.3m was paid in
cash and GBP9.7m was contingent cash consideration, to be paid
depending upon 2023 revenue and EBITDA performance.
See note 16 to the Consolidated Financial Statements for further
details.
Share Buyback
As part of the GAP 2 strategy, the Group has committed to return
value to shareholders through a share buyback programme of GBP1bn
and, during the six months to 30 June 2023, GBP290.3m of shares had
been repurchased with 41.5m shares cancelled. Cumulatively by 30
June 2023, GBP808.0m of shares had been repurchased with 131.1m
shares cancelled. The shares acquired during the six months to 30
June 2023 were at an average price of 690.3p per share, with prices
ranging from 627p to 737p.
Pensions
The Group continues to meet all commitments to its pension
schemes, which include six defined benefit schemes, all of which
are closed to future accruals.
At 30 June 2023, the Group had a net pension surplus of GBP49.0m
(31 December 2022: GBP49.1m, 30 June 2022: GBP46.9m), comprising
pension surplus of GBP55.8m (31 December 2022: GBP55.8m, 30 June
2022: GBP58.4m) and pension deficits of GBP6.8m (31 December 2022:
GBP6.7m, 30 June 2022: GBP11.5m). Gross liabilities were GBP448.1m
at 30 June 2023 (31 December 2022: GBP477.3m, 30 June 2022:
GBP561.8m). 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 45 basis points from 4.95% at 31 December 2022 and 165
basis points from 3.75% at 30 June 2022 to 5.40% at 30 June 2023,
in line with increased yields on benchmark high-quality corporate
bonds.
Principal Risks and Uncertainties
Risks arise as a natural consequence of doing business. At
Informa we take a balanced and considered approach to risk . We
consciously identify, understand and take risk only where it is
consistent with the Company's strategy, aligns with our overall
risk appetite and tolerance, and represents an opportunity to
deliver benefits for the Group and its stakeholders.
The assessment, management and oversight of risk is an ongoing
activity. We continue to innovate and enhance our risk management
approach year-on-year as well as to adapt to changes in the broader
market and economy, to updates in business strategy and to
regulatory developments. Informa's approach to risk management is
focused:
-- To identify and understand business strategic, commercial,
and operating environment risks, to ensure we are being curious,
conscious, and open about the risks we choose to take according to
our risk appetite and risk management philosophy.
-- To develop and deploy appropriate and effective risk
strategies to address these risks and take advantage of
opportunities.
-- To clearly monitor and report on risk through the Company's
governance and management channels and bodies.
Informa has an established risk management framework that is
designed to provide the Board, Audit Committee and executive
management with oversight of the most significant risks faced by
the Group. Through the Company's risk management framework, risks
are identified, assessed, mitigated, and monitored in an effective
and consistent way, from wherever in the Group's operations they
arise. Regular analysis and scanning for emerging risks are
embedded in our risk management process and overseen by the Risk
Committee. The Risk Committee reports through the Audit Committee
which in turn reports through to the Board. The purpose of the
framework is to minimise the impact of risks and uncertainties on
delivering our strategy and to ensure the Company can respond in an
agile way where the nature of a risk means it cannot be fully
managed in advance. We continue to believe this framework is robust
and works well for Informa, and we report publicly on risk twice a
year.
The framework comprises:
-- Risk methodology: The approach to identify, assess, respond,
manage, monitor, and report on risks, threats, and opportunities
within the operating environment.
-- Risk profile and appetite : The nature of the risks Informa
is exposed to and a consistent articulation of our appetite to take
and manage risk where it creates business opportunity.
-- Governance : The structures, expertise and accountabilities
that govern the management of risk and ensure opportunities and
risks align with strategy.
-- Policies, processes, and controls : Consistent and rigorous
identification, assessment, management, monitoring and reporting
activities.
-- Culture : The wider business culture that supports the right behaviours.
-- Tools and infrastructure : Capabilities and systems that enable effective risk management .
In the first half of 2023, Informa has been managing risks
associated with the uncertain macro environment, although we have
delivered a strong trading performance in 2023 to date. In
addition, we have been managing the risk associated with the
transformation and change activity connected with the deliver of
GAP 2, which has and continues to be the subject of proactive
mitigation activity. Furthermore, Informa continues to pursue a
growth strategy that includes entering new markets through organic
investment in product development, and inorganic investment in
targeted acquisitions. These naturally come with some associated
risk and, as part of our risk appetite and risk philosophy we
continue to mitigate and manage risks from these activities as they
arise. Lastly, the continually evolving risks of cyber security and
economic instability were areas of ongoing focus.
The business has worked to mitigate these risks, and others,
through response plans managed and delivered across our 12 Group
Principal Risks. These responses plans and the tracking of
delivering the risk mitigations have been regularly reported by the
Group's Risk Committee, to both the Board and Audit Committee.
Risk Profile at Half Year 2023
COVID-19 is increasingly seen as a virus that we must live
alongside, and our exposure has significantly decreased with the
re-opening of all our Live and On-demand Events markets around the
globe. As a result, we will no longer consider Pandemic as a
stand-alone principal risk from Half Year 2023 and, instead, manage
it as part of the risk of an inadequate response to a major
incident, as it was before 2020.
The risk of Economic Instability continues to be assessed as
high due to the potential for impacts to businesses and consumers
from a variety of dynamics, including persistent inflationary
pressures and the heightened potential for an economic downturn.
Looking beyond the macroeconomic factors, there are several
dynamics that could influence the 2023 financial year. For example,
it is uncertain whether the continued impacts from localized fiscal
policies are driving different behaviours in different markets,
which could impact customers' willingness to acquire our products
and services.
In response, the Group is continuing to pursue its investment
and delivery of the GAP 2 Strategy to broaden the portfolio of
products and services we offer, for example, investing in digital
and data products and services with a focus on further expanding in
open research, smart events and audience development and building a
position in audience development and digital demand generation. For
Informa, digital services comprise a range of products and services
that help businesses connect with customers, marketers reach target
audiences and professionals find the knowledge they need via
digital platforms, digital content and data-driven services.
The risks of Economic Instability, and Market Risk are further
mitigated through the breadth and diversity of our portfolio of
businesses. In addition, we continue to grow our B2B Digital
Services through GAP 2, including Specialist Content, Media, and
Specialist Marketing Services activities.
The strength of the Group's brands and customer relationships
has also enabled us to continue to build and strengthen our
portfolio of digital and smart events. This increased focus on
Digital Services has the potential to expand our addressable
markets, although we recognize that it carries a degree of
execution risk. The Company has, therefore, maintained the Market
Risk assessment as high.
Through the continued delivery of the GAP 2 programme, and our
capital allocation decisions following the divestment of Informa
Intelligence, acquisition and integration activity increased in H1
2023. Consequently, the risks associated with acquisition activity,
such as those relating to integration, pricing, and performance,
have naturally increased. The Acquisition and Integration Risk
assessment has, therefore, maintained a heightened management
focus. Whilst it is recognized that this risk is material to the
Group, it is deemed to be manageable given the enhancement to our
change management frameworks, coupled with strong procedures
supplementing our track record of successful delivery of M&A
activity.
As our business continues to grow, significant levels of change
and transformation are occurring in the business, whether this is
around our technology, operating model enhancements, delivery of
products, or expansion into new adjacent markets. It is recognised
that ineffective change management practices could lead to
detrimental effects on the business and its customers. We continue
to enhance our change management capabilities by developing our
colleagues' capabilities and introducing new skills as well as
improving our change delivery frameworks, tools, reporting, and
governance. This has led to improvement on our risk profile across
our change management activities.
The Company places reliance on Key Counterparties in certain
activities and areas of business operations. Global economic
uncertainty, and reduced revenue and capacity constraints may lead
to individual Key Counterparties becoming less reliable and,
consequently, this risk continues to be monitored closely, together
with continued enhancements being made to our key counterparty risk
management frameworks.
Data Privacy related risks remain relevant for Informa with
recognition that the risk is increasing as delivery of GAP 2
accelerates, and our Digital Services offering expands and
increasingly becomes part of our BAU environment. The Company
maintains compliance with the relevant data privacy requirements,
with ongoing review and focus on the evolving privacy regulations
in the countries in which we operate.
Over the first half of 2023, we have further developed our data
and privacy management practices through enhancement of our risk
management capabilities and approach around our data governance
journey. A significant part of our GAP 2 investment is going into
IIRIS, Informa's customer data engine, to build more sophisticated
products and services in the B2B data market. We are also looking
at data governance within IIRIS and Informa more broadly as we
incorporate machine learning into new products and services. Data
and AI governance is an ongoing journey and one that will be a big
focus for us in the remainder of 2023 and beyond. We additionally,
recognize as we expand our digital services offering, and use of
data, that cyber risk may increase and, as a result, we continue to
invest more into our cyber and technology capabilities and enhance
our controls, frameworks, and practices. We will continue to invest
in this over the remainder of 2023.
For the Half Year 2023 Report, the Group recognises 12 Principal
Risks which have the potential to cause the most significant impact
to the delivery of its strategic objectives, performance, future
prospects and reputation. These risks are summarised below (not in
order of magnitude):
-- Economic instability
-- Market risk
-- Acquisition and integration risk
-- Ineffective change management
-- Reliance on key counterparties
-- Technology failure
-- Data loss and cyber breach
-- Privacy regulation risk
-- Inability to attract and retain key talent
-- Health and safety incident
-- Inadequate response to major incidents
-- Inadequate regulatory compliance
Going Concern
Overview
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 2023, available liquidity, debt maturities and the Group's
Principal Risks as set out on the previous three pages.
Liquidity and Financing
The Group has a strong liquidity position. At 30 June 2023 the
Group had GBP2.2bn of cash and undrawn committed credit
facilities.
The Group is a well-established borrower with an investment
grade credit rating recently reaffirmed from Fitch, Moody's and
S&P, which provides the Directors with confidence that the
Group could further increase liquidity by raising additional debt
finance if needed. The Group has no financial covenants on any of
its Group level borrowings.
Borrowings of EUR450m that matured in July 2023 were repaid
using cash reserves. There are no further borrowing maturities
until October 2025. The Revolving Credit Facility ("RCF") matures
in February 2026.
Financial modelling
For the purposes of Going Concern the Directors have modelled a
base case with sensitivities and a reverse stress test for the
Going Concern assessment period to the end of 2024.
In modelling the base case, the Directors have assumed that Live
and On-demand Events continue to grow around the world and event
revenues strengthen during 2024 accompanied by growth in digital
revenues driven by GAP 2.
The following sensitivities have been modelled purely to reflect
a prudent scenario for the Going Concern period and do not reflect
Management expectations:
-- Reduction of Live and On-demand Events revenue by 5% in 2023
and in 2024 to reflect the potential impact of a mild recession
following higher inflation and increase in cost of living.
-- Reduction of digital revenue by 10% in 2023 vs forecast and only 10% growth in 2024.
-- Assumption that Pay to Publish revenue in 2023 and 2024
within the T&F business remains flat versus 2022 levels.
-- Cash impact of lower revenues on working capital, interest
and tax were reflected in the model in both years.
In the base case, including all sensitivities listed above, the
Group maintains liquidity headroom of more than GBP1.5bn.
The reverse stress test shows that the Group can afford to lose
82% of its revenue from 1 August 2023 to the end of 2024 and
maintain positive liquidity headroom. This scenario assumes no
indirect cost savings and customer receipts are refunded with no
further receipts 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
Biographical details for the current Directors of Informa plc
can be found on the Company's website:
www.informa.com.
The Directors of Informa plc were listed in the 2022 Annual
Report and Accounts. Andy Ransom was appointed non-executive
director in June 2023.
Responsibility Statement
We confirm that to the best of our knowledge:
1. the consolidated interim financial statements have been
prepared in accordance with the United Kingdom adopted
International Accounting Standard 34, "Interim Financial Reporting"
and the Disclosure Guidance and Transparency Rules sourcebook of
the United Kingdom's Financial Conduct Authority;
2. 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;
3. the interim management report includes a fair review of the
information required by DTR 4.2.7R, namely;
i. 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
ii. a description of the principal risks and uncertainties for
the remaining six months of the financial year.
4. 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 2022 Annual Report.
Approved by the Board on 26 July 2023 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
2023 Half-Year Results of Informa PLC for the period from 1 January
2023 to 30 June 2023 (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 2023;
-- 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 2023 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 2023
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 2023 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 2023
Half-Year Results in accordance with the Disclosure Guidance and
Transparency Rules sourcebook of the United Kingdom's Financial
Conduct Authority. In preparing the 2023 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 2023 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
26 July 2023
Condensed Consolidated Income Statement
For the six months ended 30 June 2023
6 months ended 30 June (unaudited)
Adjusted Adjusting Statutory Adjusted Adjusting Statutory Statutory
results items results results items results results
2023 2023 2023 2022 2022 2022 Year ended
31 December
2022
(re- (re-presented (re-presented (audited
)(1) )(1) )
presented
)(1)
Notes GBPm GBPm GBPm GBPm GBPm GBPm GBPm
-------------------------- ----- --------- --------- --------- ----------- -------------- ----------------------- --------------------------
Continuing operations
Revenue 4 1,520.5 - 1,520.5 993.5 - 993.5 2,262.4
Net operating expenses (1,108.1) (193.4) (1,301.5) (790.6) (141.7) (932.3) (2,080.3)
Other operating income 5 - 78.8 78.8 - - - -
-------------------------- ----- --------- --------- --------- ----------- -------------- ----------------------- --------------------------
Operating profit/(loss)
before joint ventures
and associates 412.4 (114.6) 297.8 202.9 (141.7) 61.2 182.1
Share of results of
joint ventures and
associates 1.1 - 1.1 0.9 (0.1) 0.8 2.0
-------------------------- ----- --------- --------- --------- ----------- -------------- ----------------------- --------------------------
Operating profit/(loss) 413.5 (114.6) 298.9 203.8 (141.8) 62.0 184.1
Fair value gain/(loss)
on investments 5 - 9.4 9.4 - (0.9) (0.9) (0.9)
Distributions received
from investments - - - - - - 20.6
Profit on disposal
of subsidiaries and
operations 5 - 4.3 4.3 - 9.8 9.8 11.6
Finance income 6 37.9 - 37.9 5.6 - 5.6 27.5
Finance costs 7 (35.1) (0.8) (35.9) (35.0 ) - (35.0 ) (74.1)
-------------------------- ----- --------- --------- --------- ----------- -------------- ----------------------- --------------------------
Profit/(loss) before
tax 416.3 (101.7) 314.6 174.4 (132.9) 41.5 168.8
Tax (charge)/credit 8 (79.1) 34.4 (44.7) (31.2) 25.7 (5.5) (26.7)
-------------------------- ----- --------- --------- --------- ----------- -------------- ----------------------- --------------------------
Profit/(loss) for
the
period from continuing
operations 337.2 (67.3) 269.9 143.2 (107.2) 36.0 142.1
Discontinued operations
Profit for the period
from discontinued
operations 9 - - - 23.1 1,130.8 1,153.9 1,493.2
-------------------------- ----- --------- --------- --------- ----------- -------------- ----------------------- --------------------------
Profit/(loss) for
the period 337.2 (67.3) 269.9 166.3 1,023.6 1,189.9 1,635.3
-------------------------- ----- --------- --------- --------- ----------- -------------- ----------------------- --------------------------
Profit for the period
attributable to:
Equity holders of
the Company 318.7 (65.2) 253.5 165.1 1,027.9 1,193.0 1,631.5
Non-controlling interests 18.5 (2.1) 16.4 1.2 (4.3) (3.1) 3.8
-------------------------- ----- --------- --------- --------- ----------- -------------- ----------------------- --------------------------
1 Re-presented for discontinued operations (see note 3).
Condensed Consolidated Income Statement (continued)
For the six months ended 30 June 2023
6 months ended 30 June (unaudited)
----------------------------------------------------------------
Adjusted Adjusting Statutory Adjusted Adjusting Statutory Statutory
results items results results items results results
2023 2023 2023 2022 2022 2022 Year ended
31 December
2022
(re-presented (re-presented (re-presented (audited
Notes )(1) )(1) )(1) )
Earnings per share
From continuing operations
Basic (p) 11 22.7 18.0 9.6 2.6 9.5
Diluted (p) 11 22.5 17.9 9.6 2.6 9.4
From continuing and discontinued operations
Basic (p) 11 22.7 18.0 11.2 80.6 112.0
Diluted (p) 11 22.5 17.9 11.2 80.2 111.4
1. Re-presented for discontinued operations (see note 3).
The notes on pages 36 to 73 are an integral part of these
Condensed Consolidated Financial Statements.
Condensed Consolidated Statement of Comprehensive Income
For the six months ended 30 June 2023
6 months 6 months Year ended
ended ended
30 June 30 June 31 December
2023 2022 2022
(unaudited) (re-presented ( audited
and unaudited) )
1
GBPm GBPm GBPm
----------------------------------------------------------- ------------ ---------------- ------------------------
Profit for the period 269.9 1,189.9 1,635.3
Items that will not be reclassified subsequently
to profit or loss:
Remeasurement of the net retirement benefit
pension obligation (2.3) 44.0 26.9
Tax relating to items that will not be reclassified
to profit or loss 0.1 (0.8) 1.5
----------------------------------------------------------- ------------ ---------------- ------------------------
Total items that will not be reclassified subsequently
to profit or loss (2.2) 43.2 28.4
Items that may be reclassified subsequently
to profit or loss
Exchange (loss)/gain on translation of foreign
operations (263.8) 450.2 413.7
Exchange loss arising on disposal of foreign
operations - (1.4) (1.4)
Net investment hedges
Exchange gain/(loss) on net investment hedge 7.4 (35.1) (188.1)
(Loss)/gain on derivatives in net investment
hedging relationships (39.3) 19.7 173.4
Cash flow hedges
Fair value (loss)/gain arising on hedging instruments (5.4) (6.1) 33.3
Less: gain/(loss) reclassified to profit or
loss 36.7 (22.0) (63.1)
Movement in cost of hedging reserve (1.1) 7.6 1.8
Tax credit/ (charge) relating to items that
may be reclassified subsequently to profit or
loss 0.9 (0.1) (8.2)
----------------------------------------------------------- ------------ ---------------- ------------------------
Total items that may be reclassified subsequently
to profit or
loss (264.6) 412.8 361.4
----------------------------------------------------------- ------------ ---------------- ------------------------
Other comprehensive (expense)/income for the
period (266.8) 456.0 389.8
----------------------------------------------------------- ------------ ---------------- ------------------------
Total comprehensive income for the period 3.1 1,645.9 2,025.1
----------------------------------------------------------- ------------ ---------------- ------------------------
Total comprehensive income for the period attributable
to:
- Equity holders of the Company 0.9 1,646.0 2,015.4
- Non-controlling interest 2.2 (0.1) 9.7
----------------------------------------------------------- ------------ ---------------- ------------------------
Total comprehensive income for the period attributable
to equity holders of the Company: 3.1 1,645.9 2,025.1
- Continuing operations 0.9 493.5 497.2
- Discontinued operations - 1,152.5 1,518.2
----------------------------------------------------------- ------------ ---------------- ------------------------
0.9 1,646.0 2,015.4
----------------------------------------------------------- ------------ ---------------- ------------------------
1. Re-presented for discontinued operations (see note 3).
The notes on pages 36 to 73 are an integral part of these
Condensed Consolidated Financial Statements.
Condensed Consolidated Statement of Changes in Equity
For the six months ended 30 June 2023 (unaudited)
Share Non-
Share premium Translation Other Retained Total controlling Total
capital account reserve reserves earnings 1 interests equity
GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm
------------------- ---------- ------------- ------------ --------------- ------------ ------- -------------------- --------------
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
income/(expense)
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 buyback(2) - - - 38.1 (290.3) (252.2) - (252.2)
Transfer of
vested
LTIPs - - - (11.0) 11.0 - - -
Acquisition of
NCI(3) - - - - - - 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. GBP290.3m of shares have been bought back during the period.
GBP38.1m 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 GBP36.8m
compared against GBP74.9m as at 31 December 2022.
3. Acquired as part of the Tarsus acquisition. See note 16.
The notes on pages 36 to 73 are an integral part of these
Condensed Consolidated Financial Statements.
Condensed Consolidated Statement of Changes in Equity
(continued)
For the six months ended 30 June 2022 (unaudited)
Share Non-
Share premium Translation Other Retained Total controlling Total
capital account reserve reserves earnings 1 interests equity
GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm
------------------- ---------- ------------- ------------ --------------- ------------ ------- -------------------- --------------
At 1 January 2022 1.5 1,878.6 (208.0) 2,028.0 2,057.7 5,757.8 288.1 6,045.9
Profit for the
period - - - - 1,193.0 1,193.0 (3.1) 1,189.9
Exchange gain on
translation of
foreign
operations - - 447.2 - - 447.2 3.0 450.2
Exchange loss on
net
investment hedge
debt - - (35.1) - - (35.1) - (35.1)
(Loss)/gain
arising
on
derivative
hedges - - 19.7 (20.5) - (0.8) - (0.8)
Foreign exchange
recycling on
disposal
of subsidiaries - - (1.4) - - (1.4) - (1.4)
Actuarial gain on
defined benefit
pension
schemes - - - - 44.0 44.0 - 44.0
Tax relating to
components
of other
comprehensive
income - - (0.1) - (0.8) (0.9) - (0.9)
------------------- ---------- ------------- ------------ --------------- ------------ ------- -------------------- --------------
Total
comprehensive
income/(expense)
for
the period - - 430.3 (20.5) 1,236.2 1,646.0 (0.1) 1,645.9
Dividends to non-
controlling
interests - - - - - - (1.5) (1.5)
Share award
expense - - - 8.4 - 8.4 - 8.4
Own shares
purchased - - - (2.2) - (2.2) - (2.2)
Share buyback 2 - - (111.0) (291.6) (402.6) - (402.6)
Transfer of
vested
LTIPs - - - (11.1) 11.1 - - -
At 30 June 2022 1.5 1,878.6 222.3 1,891.6 3,013.4 7,007.4 286.5 7,293.9
------------------- ---------- ------------- ------------ --------------- ------------ ------- -------------------- --------------
1. Total attributable to equity holders of the Company.
2. GBP291.6m of shares were bought back during the period.
GBP111.0m represented the present value of future commitments for
share buybacks with Informa's broker as at 30 June 2022.
The notes on pages 36 to 73 are an integral part of these
Condensed Consolidated Financial Statements.
Condensed Consolidated Statement of Changes in Equity
(continued)
For the twelve months ended 31 December 2022 (audited)
Share Transla Non-
Share premium tion Other Retained Total controlling Total
capital account reserve reserves earnings 1 interests equity
GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm
------------------- ------------ -------------- ------- -------------- ------------ -------- -------------------- --------------
At 1 January 2022 1.5 1,878.6 (208.0) 2,028.0 2,057.7 5,757.8 288.1 6,045.9
------------------- ------------ -------------- ------- -------------- ------------ -------- -------------------- --------------
Profit for the
year - - - - 1,631.5 1,631.5 3.8 1,635.3
Exchange gain on
translation
of foreign
operations - - 407.8 - - 407.8 5.9 413.7
Exchange loss on
net
investment hedge - - (188.1) - - (188.1) - (188.1)
Gain arising on
derivative
hedges - - 173.4 (28.0) - 145.4 - 145.4
Foreign exchange
recycling
of disposed
entities - - (1.4) - - (1.4) - (1.4)
Actuarial gain on
defined benefit
pension
schemes - - - - 26.9 26.9 - 26.9
Tax relating to
components
of other
comprehensive
income - - (8.2) - 1.5 (6.7) - (6.7)
------------------- ------------ -------------- ------- -------------- ------------ -------- -------------------- --------------
Total
comprehensive
(expense)/income
for
the year - - 383.5 (28.0) 1,659.9 2,015.4 9.7 2,025.1
Dividends to
shareholders - - - - (43.3) (43.3) - (43.3)
Dividends to
non-controlling
interests - - - - - - (9.5) (9.5)
Share award
expense - - - 17.5 - 17.5 - 17.5
Own shares
purchased - - - (3.3) - (3.3) - (3.3)
Transfer of
vested
LTIPs - - - (11.1) 11.1 - - -
Share buyback 2 (0.1) - - (74.9) (517.0) (592.0) - (592.0)
Acquisition of
NCI - - - - - - 25.9 25.9
------------------- ------------ -------------- ------- -------------- ------------ -------- -------------------- --------------
At 31 December
2022 1.4 1,878.6 175.5 1,928.2 3,168.4 7,152.1 314.2 7,466.3
------------------- ------------ -------------- ------- -------------- ------------ -------- -------------------- --------------
1. Total attributable to equity holders of the Company.
2. GBP517.1m of shares were bought back during the period.
GBP74.9m represented Informa's maximum liability for share buybacks
with Informa's broker through to the conclusion of the Company's
close period.
The notes on pages 36 to 73 are an integral part of these
Condensed Consolidated Financial Statements.
Condensed Consolidated Balance Sheet
At 30 June At 30 June At 31 Dec
2023 2022 2022
(unaudited) (unaudited) (audited)
Notes GBPm GBPm GBPm
------------------------------------------------ ------ ----------- ----------- ---------
Goodwill 12 6,505.7 5,673.6 5,880.3
Other intangible assets 3,241.3 2,881.9 2,972.7
Property and equipment 50.6 46.7 47.9
Right of use assets 201.1 205.5 208.0
Investments in joint ventures and associates 57.8 30.3 35.5
Other investments 18 263.9 175.3 262.7
Deferred tax assets 1.8 0.5 1.8
Retirement benefit surplus 55.8 58.4 55.8
Finance lease receivables 9.1 5.0 5.1
Other receivables 48.2 20.2 49.7
Derivative financial instruments - - 2.2
------------------------------------------------ ------ ----------- ----------- ---------
Non-current assets 10,435.3 9,097.4 9,521.7
------------------------------------------------ ------ ----------- ----------- ---------
Inventory 28.9 29.4 28.8
Trade and other receivables 592.3 479.2 460.4
Current tax asset 0.1 0.5 7.4
Cash and cash equivalents 14 1,057.5 2,509.3 2,125.8
Finance lease receivables 2.3 2.7 1.6
Derivative financial instruments 0.6 - -
------------------------------------------------ ------ ----------- ----------- ---------
Current assets 1,681.7 3,021.1 2,624.0
------------------------------------------------ ------ ----------- ----------- ---------
Total assets 12,117.0 12,118.5 12,145.7
------------------------------------------------ ------ ----------- ----------- ---------
Borrowings 15 (386.2) - (398.4)
Lease liabilities (30.9) (29.7) (30.2)
Derivative financial instruments (10.2) (0.3) (1.1)
Current tax liabilities (71.4) (196.8) (48.5)
Provisions (19.8) (25.7) (30.1)
Contingent consideration and put call
options 18 (15.3) (3.2) (4.1)
Trade and other payables (681.6) (668.1) (661.9)
Deferred income (918.6) (837.2) (834.5)
Current liabilities (2,134.0) (1,761.0) (2,008.8)
------------------------------------------------ ------ ----------- ----------- ---------
Borrowings 15 (1,508.2) (2,066.8) (1,542.4)
Lease liabilities (233.8) (247.9) (240.2)
Derivative financial instruments (115.7) (157.5) (168.1)
Deferred tax liabilities (554.0) (513.2) (532.9)
Retirement benefit obligation (6.8) (11.5) (6.7)
Provisions (36.9) (40.4) (32.5)
Contingent consideration and put call
options 18 (116.8) (6.1) (129.2)
Trade and other payables (12.3) (17.4) (16.3)
Deferred income (13.4) (2.8) (2.3)
------------------------------------------------ ------ ----------- ----------- ---------
Non-current liabilities (2,597.9) (3,063.6) (2,670.6)
------------------------------------------------ ------ ----------- ----------- ---------
Total liabilities (4,731.9) (4,824.6) (4,679.4)
------------------------------------------------ ------ ----------- ----------- ---------
Net assets 7,385.1 7,293.9 7,466.3
------------------------------------------------ ------ ----------- ----------- ---------
Share capital 13 1.4 1.5 1.4
Share premium account 1,878.6 1,878.6 1,878.6
Translation reserve (105.1) 222.3 175.5
Other reserves 2,162.9 1,891.6 1,928.2
Retained earnings 3,044.7 3,013.4 3,168.4
------------------------------------------------ ------ ----------- ----------- ---------
Equity attributable to equity holders
of the Company 6,982.5 7,007.4 7,152.1
Non-controlling interest 402.6 286.5 314.2
------------------------------------------------ ------ ----------- ----------- ---------
Total equity 7,385.1 7,293.9 7,466.3
------------------------------------------------ ------ ----------- ----------- ---------
The notes on pages 36 to 73 are an integral part of these Condensed
Consolidated Financial Statements. The Board of Directors approved these
Condensed Consolidated Financial Statements on 26 July 2023.
Condensed Consolidated Cash Flow Statement
For the six months ended 30 June 2023
6 months 6 months Year ended
ended ended 31 December
30 June 2023 30 June 2022 2022
(unaudited) (re-presented (audited)
and unaudited)
1
Notes GBPm GBPm GBPm
---------------------------------------------------------- ------------ --------------- ------------
Operating activities
Cash generated from continuing operations 14 265.6 227.7 560.0
Income taxes paid (41.2) (40.4) (71.7)
Interest paid (35.8) (33.0) (91.1)
------------------------------------------------------ ------------ --------------- ------------
Net cash inflow from operating activities
- continuing operations 188.6 154.3 397.2
Net cash inflow from operating activities
- discontinued operations 9 - 44.8 53.7
------------------------------------------------------ ------------ --------------- ------------
Net cash inflow from operating activities 188.6 199.1 450.9
------------------------------------------------------ ------------ --------------- ------------
Investing activities
Interest received 38.4 4.7 25.7
Dividends received from investments 0.5 - 1.8
Distributions received from investments - - 20.6
Purchase of property and equipment (9.1) (6.7) (14.5)
Purchase of intangible software assets (22.3) (13.8) (37.9)
Product development costs (10.1) (6.6) (15.1)
Purchase of brands and customer relationships (7.0) (0.4) (9.8)
Acquisition of subsidiaries and operations,
net of cash acquired 16 (434.9) (6.4) (315.1)
Acquisition of convertible bonds - - (22.2)
Cash (outflow)/inflow from disposal of subsidiaries
and operations (8.5) 0.6 (2.8)
Net cash outflow from investing activities
- continuing operations (453.0) (28.6) (369.3)
Net cash inflow from investing activities
- discontinued operations 9 - 1,676.1 1,892.1
------------------------------------------------------ ------------ --------------- ------------
Net cash (outflow)/inflow from investing
activities (453.0) 1,647.5 1,522.8
------------------------------------------------------ ------------ --------------- ------------
Financing activities
Dividends paid to shareholders 10 - - (43.3)
Dividends paid to non-controlling interests (1.1) (1.5) (9.5)
Repayment of loans - (0.1) (177.2)
Repayment of borrowings acquired 16 (443.9) - (36.6)
Borrowing fees paid (1.2) - -
Repayment of principal lease liabilities (12.7) (13.3) (32.1)
Finance lease receipts 1.0 1.2 1.5
Acquisition of non-controlling interests - (1.5) (1.5)
Cash outflow from share buyback (289.9) (291.6) (513.3)
Cash outflow from purchase of shares for
Trust (3.0) (2.2) (3.3)
Net cash outflow from financing activities
- continuing operations (750.8) (309.0) (815.3)
Net cash inflow from financing activities
- discontinued operations 9 - - -
------------------------------------------------------ ------------ --------------- ------------
Net cash outflow from financing activities (750.8) (309.0) (815.3)
------------------------------------------------------ ------------ --------------- ------------
Net (decrease)/increase in cash and cash
equivalents (1,015.2) 1,537.6 1,158.4
Effect of foreign exchange rate changes (53.1) 86.9 82.6
Cash and cash equivalents at beginning of
the year 2,125.8 884.8 884.8
------------------------------------------------------ ------------ --------------- ------------
Cash and cash equivalents at end of period 14 1,057.5 2,509.3 2,125.8
------------------------------------------------------ ------------ --------------- ------------
1 Re-presented (see note 3).
The notes on pages 36 to 73 are an integral part of these
Condensed Consolidated Financial Statements.
Notes to the Condensed Consolidated Financial Statements
For the six months ended 30 June 2023
1. General information and basis of preparation
Informa PLC (the 'Company') is a company incorporated 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 2023 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 26 July 2023 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 23, and does
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 Financial Statements for the year ended
31 December 2022, 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 Financial Statements for the year
ended 31 December 2022, were approved by the Directors on 8 March
2023 and delivered to the Registrar of Companies. The 31 December
2022 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 2022 is 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 Financial Statements, 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 2023 as compared with the most recent
Annual Report and Financial Statements, 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.
2. Accounting policies and estimates (continued)
Critical accounting judgements and key sources of estimation
uncertainty
As at 30 June 2023, 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 APM metrics. These APMs are
provided on a consistent basis with the prior year.
Estimation uncertainty
As at 30 June 2023, the Group noted three key sources of
estimation uncertainty. As set out in note 12, 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 2023, in line with 31 December 2022. Details of the three 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
2023. The most significant of these relate to the discount rate and
mortality assumptions. The most significant scheme is the UBM
Pension Scheme (UBMPS). Note 36 of the Financial Statements for the
year ended 31 December 2022 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 2023, the Group has a
total pension liability of GBP448.1m (30 June 2022: GBP561.8m, 31
December 2022: GBP477.3m), and a net pension surplus of GBP49.0m
(30 June 2022: net surplus of GBP46.9m, 31 December 2022: net
surplus of GBP49.1m).
Valuation of the acquisition intangible assets
The valuation of the acquisition intangibles relies on
management's estimate of both royalty rates and attrition rates for
Tarsus and royalty rates for Winsight. A reasonable change to these
estimates could cause a material adjustment to the provisional fair
value of these intangibles within the measurement period. Note 16
provides sensitivity analysis for this estimate.
2. Accounting policies and estimates (continued)
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 fair value of GBP169.8m as at 30 June 2023.
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 GBP169.8m fair value is based on a discount
rate of 9.3%. 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 9.8% discount rate
would result in fair value of GBP151.3m while a discount rate of
8.8% would result in a fair value of GBP191.3m.
Basis of preparation
The Group has adopted new standards and interpretations
effective as of 1 January 2023, specifically, these are:
-- IFRS 17 - Insurance Contracts
-- Amendments to IAS 1 and IFRS Practice Statement 2 - Disclosure of Accounting Policies
-- Amendments to IAS 8 - Definition of Accounting Estimates
-- Amendments to IAS 12 - Deferred Tax related to Assets and
Liabilities arising from a Single Transaction. The Group has
applied the temporary exception under IAS 12 Deferred Tax related
to Assets and Liabilities arising from a Single Transaction in
relation to the accounting for deferred taxes arising from the
implementation of the Pillar two rules.
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 2023 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.
2. Accounting policies and estimates (continued)
Revenue Performance Revenue recognition Timing of customer
type obligations accounting policy payments
---------------- ----------------------------- --------------------------- -------------------------------
Exhibitor Provision of services Performance obligations Payments for events
and related associated with are satisfied at the are normally received
services exhibition and conference point of time that in advance of the event
events, including services are provided dates, which are typically
virtual events. to the customer with up to 12 months in
revenue recognised advance of the event
when the event has date and are held as
taken place. deferred income until
the event date.
Subscriptions Provision of journals Performance obligations Subscriptions payments
and online information are satisfied over are normally received
services that are time, with revenue in advance of the commencement
provided on a periodic recognised straight-line of the subscription
basis or updated over the period of period which is typically
on a real- time the subscription. a 12-month period and
basis. are held as deferred
income.
------------------ --------------------------- --------------------------- -------------------------------
Transactional Provision of books Revenue is recognised Transactional sales
sales and specific publications at the point of time to customers are typically
in print or digital when control of the on credit terms and
format. product is passed customers pay accordingly
to the customer or to these terms.
the information
service has been provided.
Attendee Provision of exhibition Performance obligations Payments by attendees
revenue or conference events. are satisfied at the are normally received
point of time that either in advance of
the event is held, the event date or at
with attendee revenue the event and are held
recognised at this as deferred income
date. until the event date.
Marketing, Provision of advertising, Performance obligations Payment for such services
advertising marketing services are satisfied over are normally received
services and event sponsorship. the period of the in advance of the marketing,
and sponsorship advertising subscription advertising or sponsorship
or over the period period and are held
when the marketing as deferred income
service is provided. until the services
Revenue relating to are provided.
advertising or sponsorship
at events is recognised
on a point of time
basis at the event
date.
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.
2. Accounting policies and estimates (continued)
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
2022.
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 2022. 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.
Discontinued operations
A discontinued operation is a component of the entity that
either has been disposed of or is classified as held for sale and
that represents a separate major line of business or geographical
area of operations, is part of a single coordinated plan to dispose
of such a line of business or area of operations, or is a
subsidiary acquired exclusively with a view to resale. The results
of discontinued operations are presented separately in the
Condensed Consolidated Income Statement (see note 9).
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.
2. Accounting policies and estimates (continued)
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 Income Statement. The
Group recognises any non-controlling interest at the proportionate
share of the acquiree's identifiable net assets.
3. Re-presentation
Re-presentation of Condensed Consolidated Income Statement and
Condensed Consolidate Cash Flow Statement relating to discontinued
operations
The previously reported Condensed Consolidated Income Statement
and Condensed Consolidated Cash Flow Statement for the six months
ended 30 June 2022 have been re-presented to show results for
continuing and discontinued operations following the disposal of
EPFR on 3 October 2022 and Maritime Intelligence on 1 December 2022
(see note 9).
Condensed Consolidated Income Statement for the six months ended
30 June 2022
As previously Discontinued
reported operations(1) Re-presented
GBPm GBPm GBPm
Continuing operations
Revenue 1,024.6 (31.1) 993.5
Net operating expenses before adjusting
items (812.2) 21.6 (790.6)
Share of results of joint ventures
and associates 0.9 - 0.9
Adjusted operating profit 213.3 (9.5) 203.8
Adjusting expense items in operating
profit (141.4) (0.4) (141.8)
Operating profit 71.9 (9.9) 62.0
Fair value loss on investments (0.9) - (0.9)
Profit on disposal of subsidiaries
and operations 9.8 - 9.8
Finance income 5.6 - 5.6
Finance costs (35.0) - (35.0)
Profit/(loss) before tax 51.4 (9.9) 41.5
Tax (charge)/credit (8.3) 2.8 (5.5)
Profit for the period from continuing
operations 43.1 (7.1) 36.0
Discontinued operations
Profit for the period from discontinued
operations 1,146.8 7.1 1,153.9
Profit for the period 1,189.9 - 1,189.9
Statutory profit attributable to
equity holders of the company 1,193.0 - 1,193.0
Adjusted profit attributable to
equity holders of the company 165.1 - 165.1
From continuing operations
Basic earnings per share (p) 3.1 (0.5) 2.6
Diluted earnings per share (p) 3.1 (0.5) 2.6
Adjusted earnings per share (p) 10.0 (0.4) 9.6
From continuing and discontinued
operations
Basic earnings per share (p) 80.6 - 80.6
Diluted earnings per share (p) 80.2 - 80.2
Adjusted earnings per share (p) 11.2 - 11.2
1. Excludes the results of Pharma Intelligence as it was
presented as a discontinued operation in the previously reported 30
June 2022 results. See Note 9.
3. Re-presentation (continued)
Condensed Consolidated Cash Flow Statement for the six months
ended 30 June 2022
Discontinued
As previously operations
reported 1 Re-presented
GBPm GBPm GBPm
Operating activities
Cash generat ed by operations 238.1 (10.4) 227.7
Income taxes paid (40.4) - (40.4)
Interest paid (33.0) - (33.0)
Net cash inflow from operating
activities - continuing operations 164.7 (10.4) 154.3
Net cash inflow from operating activities
- discontinued operations 34.4 10.4 44.8
Net cash inflow from operating activities 199.1 - 199.1
Interest received 4.7 - 4.7
Purchase of property and equipment (6.7) - (6.7)
Purchase of intangible software
assets (14.0) 0.2 (13.8)
Product development cost additions (9.0) 2.4 (6.6)
Purchase of intangibles related
to titles, brands and customer relationships (0.4) - (0.4)
Acquisition of subsidiaries and
operations, net of cash acquired (6.4) - (6.4)
Cash inflow from disposal of subsidiaries 0.6 - 0.6
Net cash outflow from investing
activities - continuing operations (31.2) 2.6 (28.6)
Net cash inflow from investing activities
- discontinued operations 1,678.7 (2.6) 1,676.1
Net cash inflow from investing
activities 1,647.5 - 1,647.5
Net cash outflow from financing
activities - continuing operations (309.0) - (309.0)
Net cash outflow from financing - - -
activities - discontinued operations
Net cash outflow from financing
activities (309.0) - (309.0)
Net increase in cash and cash equivalents 1,537.6 - 1,537.6
Effect of foreign exchange rate
changes 86.9 - 86.9
Cash and cash equivalents at beginning
of the period 884.8 - 884.8
Cash and cash equivalents at end
of the period 2,509.3 - 2,509.3
1. Excludes the results of Pharma Intelligence as it was
presented as a discontinued operation in the previously reported 30
June 2022 results. See note 9.
3. Re-presentation (continued)
Re-presentation of Informa Connect revenue by type and business
segment results for the six months ended 30 June 2022
The Curinos, IGM and Zephyr businesses were transferred from the
Informa Intelligence segment to the Informa Connect segment
following the divestment of the Informa Intelligence businesses in
2022. The 30 June 2022 Informa Connect operating segment and
revenue by type results have been re-presented in note 4 to reflect
this change and the below provides a reconciliation between the
Informa Connect results as reported in the 2022 Half Year Results
Statement to the 30 June 2022 re-presented numbers.
Informa Connect segment revenue by type for the six months ended
30 June 2022
As previously
reported Transfers Re-presented
GBPm GBPm GBPm
Continuing operations
Exhibitor 16.7 - 16.7
Subscriptions 0.5 55.3 55.8
Transactional sales 7.2 6.5 13.7
Attendee 47.1 - 47.1
Marketing and advertising services 7.2 2.2 9.4
Sponsorship 31.8 - 31.8
Total 110.5 64.0 174.5
Informa Connect segment revenue and operating profit for the six
months ended 30 June 2022
As previously
reported Transfers Re-presented
GBPm GBPm GBPm
Revenue 110.5 64.0 174.5
Adjusted operating profit before
joint ventures and associates (1) 9.7 10.5 20.2
Adjusted operating profit 9.7 10.5 20.2
Intangible asset amortisation (2) (7.2) (6.1) (13.3)
Impairment - IFRS 16 right of use
assets 0.1 (4.5) (4.4)
Impairment - property and equipment 0.1 0.1 0.2
Acquisition and integration costs (0.4) (2.2) (2.6)
Restructuring and reorganisation
costs 0.3 (0.7) (0.4)
Onerous contracts associated with
COVID-19 (0.3) - (0.3)
Operating profit 2.3 (2.9) (0.6)
1. Adjusted operating profit before joint ventures and
associates included depreciation and software and product
development amortisation of GBP9.7m
2. Excludes product development and software amortisation.
3. Re-presentation (continued)
Re-presentation of business segments - continuing operations
The business segment results for the six months ended 30 June
2022 and the year ended 31 December 2022 have been re-presented to
reflect a change in central cost allocation methodology between
business segments which was revised in 2023. The prior periods have
been re-presented for comparability purposes, with no impact on the
reported Consolidated Income Statement. A reconciliation of the
continuing business segments is shown in the following three
tables: previously reported amounts, the impact of the reallocation
of central costs between business segments, and the final
re-presented position.
Continuing business segments six months ended 30 June 2022
1. Previously reported(1)
Informa Informa Informa Taylor
Markets Tech Connect & Francis Total(1)
(2) Tarsus
GBPm GBPm GBPm GBPm GBPm GBPm
Revenue 421.4 136.0 174.5 261.6 - 993.5
Adjusted operating profit before
joint ventures and associates 75.1 22.8 20.2 84.8 - 202.9
Share of adjusted results of
joint
ventures and associates 0.9 - - - - 0.9
Adjusted operating profit 76.0 22.8 20.2 84.8 - 203.8
Intangible asset amortisation (82.4) (10.1) (13.3) (25.7) - (131.5)
Impairment - acquisition-related
intangible assets (3.9) - - - - (3.9)
Reversal/(impairment) - right
of use assets 1.2 0.1 (4.4) 0.4 - (2.7)
Impairment - property and
equipment 0.6 0.1 0.2 0.2 - 1.1
Acquisition and integration
costs (1.4) (0.7) (2.6) (0.2) - (4.9)
Restructuring and reorganisation
costs 1.8 0.4 (0.4) 0.8 - 2.6
Onerous contracts associated
with COVID-19 (0.9) 0.5 (0.3) - - (0.7)
Fair value gain/(loss) on contingent
consideration (0.1) 0.3 - (2.0) - (1.8)
Operating profit/(loss) (9.1) 13.4 (0.6) 58.3 - 62.0
Fair value loss on investments (0.9)
Finance costs (35.0)
Profit on disposal of subsidiaries
and operations 9.8
Finance income 5.6
Profit before tax 41.5
1. The results for the six months ended 30 June 2022 have been
re-presented to reflect the reclassification of the Informa
Intelligence businesses as a discontinued operation. See tables
above.
2. Re-presented for the transfer of the Curinos, IGM and Zephyr
businesses from Informa Intelligence to Informa Connect. See table
above.
3. Re-presentation (continued)
2. Impact of central costs reallocation between business segments
Informa
Informa Markets Tech Informa Connect Taylor & Francis Tarsus Total
GBPm GBPm GBPm GBPm GBPm GBPm
Revenue - - - - - -
Adjusted operating profit/(loss)
before joint ventures and associates 5.6 (3.5) (1.8) (0.3) - -
Adjusted operating profit/(loss) 5.6 (3.5) (1.8) (0.3) - -
Impairment - right of use assets 0.3 (0.1) (0.1) (0.1) - -
Impairment - property and
equipment 0.1 - (0.1) - - -
Acquisition and integration costs (0.1) 0.3 (0.2) - - -
Restructuring and reorganisation
costs 0.3 0.1 (0.2) (0.2) - -
Onerous contracts associated with
COVID-19 (0.1) - 0.1 - - -
Operating profit/(loss) 6.1 (3.2) (2.3) (0.6) - -
3. Re-presentation (continued)
3. Six months ended 30 June 2022 (re-presented and unaudited)
Informa
Informa Markets Tech Informa Connect (2) Taylor & Francis Tarsus Total(1)
GBPm GBPm GBPm GBPm GBPm GBPm
Revenue 421.4 136.0 174.5 261.6 - 993.5
Adjusted operating
profit before joint
ventures and associates
3 80.7 19.3 18.4 84.5 - 202.9
Share of adjusted
results of joint
ventures and associates 0.9 - - - - 0.9
Adjusted operating
profit 81.6 19.3 18.4 84.5 - 203.8
Intangible asset
amortisation 4 (82.4) (10.1) (13.3) (25.7) - (131.5)
Impairment -
acquisition-related
intangible assets (3.9) - - - - (3.9)
Reversal/(impairment) -
right of use assets 1.5 - (4.5) 0.3 - (2.7)
Reversal of impairment -
property and
equipment 0.7 0.1 0.1 0.2 - 1.1
Acquisition and
integration costs (1.5) (0.4) (2.8) (0.2) - (4.9)
Restructuring and
reorganisation
costs 2.1 0.5 (0.6) 0.6 - 2.6
Onerous contracts
associated with
COVID-19 (1.0) 0.5 (0.2) - - (0.7)
Fair value gain/(loss)
on contingent
consideration (0.1) 0.3 - (2.0) - (1.8)
Operating profit/(loss) (3.0) 10.2 (2.9) 57.7 - 62.0
Fair value loss on
investments (0.9)
Finance costs (35.0)
Finance income 5.6
Profit on disposal of
subsidiaries and
operations 9.8
Profit before tax 41.5
1. The results have been re-presented to reflect the
reclassification of the Informa Intelligence businesses as a
discontinued operation. See table above.
2. Re-presented for the transfer of the Curinos, IGM and Zephyr
businesses from Informa Intelligence to Informa Connect. See table
above.
3. Adjusted operating profit before joint ventures and
associates included the following amounts for depreciation and
software and product development amortisation: GBP15.3m for Informa
Markets, GBP9.7m for Informa Connect, GBP2.1m for Informa Tech and
GBP8.2m for Taylor & Francis.
4. Excludes product development and software amortisation.
3. Re-presentation (continued)
Continuing business segments year ended 31 December 2022
1. Previously reported and audited
Informa
Informa Markets Tech Informa Connect Taylor & Francis Tarsus Total
GBPm GBPm GBPm GBPm GBPm GBPm
Revenue 952.1 320.8 395.9 593.6 - 2,262.4
Adjusted operating profit
before joint ventures and
associates 169.4 61.5 56.2 207.1 - 494.2
Share of adjusted results of
joint ventures and
associates 2.1 - - - - 2.1
Adjusted operating profit 171.5 61.5 56.2 207.1 - 496.3
Intangible asset amortisation (168.7) (27.0) (26.8) (52.8) - (275.3)
Impairment -
acquisition-related
intangibles (6.7) - (0.2) - - (6.9)
Impairment - right of use
assets 2.5 0.3 (3.6) 0.9 - 0.1
Impairment - property and
equipment 0.4 0.1 - 0.2 - 0.7
Acquisition and integration
costs (0.5) (12.8) (8.6) (0.1) - (22.0)
Restructuring and
reorganisation costs 2.3 0.8 (2.2) 0.7 - 1.6
Onerous contracts associated
with COVID-19 (5.0) 0.5 (0.2) - - (4.7)
Fair value loss on contingent
consideration (0.1) (3.7) - (1.9) - (5.7)
Operating profit/ (loss) (4.3) 19.7 14.6 154.1 - 184.1
Profit on disposal of
subsidiaries and operations 11.6
Distributions received from
investments 20.6
Fair value loss on
investments (0.9)
Finance income 27.5
Finance costs (74.1)
Profit before tax 168.8
2. Impact of central costs reallocation between business segments
Informa Informa Informa Taylor
Markets Tech Connect & Francis Tarsus Total
GBPm GBPm GBPm GBPm GBPm GBPm
Revenue - - - - - -
Adjusted operating (loss)/profit
before joint ventures and
associates 9.5 (6.0) (5.2) 1.7 - -
Adjusted operating profit/(loss) 9.5 (6.0) (5.2) 1.7 - -
Intangible asset amortisation 0.1 - - (0.1) - -
Impairment - right of use
assets 0.1 (0.2) (0.2) 0.3 - -
Impairment - property and
equipment - - (0.1) 0.1 - -
Acquisition and integration
costs 0.1 - (0.1) - - -
Restructuring and reorganisation
costs (0.3) (0.1) (0.2) 0.6 - -
Operating profit/ (loss) 9.5 (6.3) (5.8) 2.6 - -
3. Re-presentation (continued)
3. Year ended 31 December 2022 (re-presented and unaudited)
Informa
Informa Markets Tech Informa Connect Taylor & Francis Tarsus Total
GBPm GBPm GBPm GBPm GBPm GBPm
Revenue 952.1 320.8 395.9 593.6 - 2,262.4
Adjusted operating profit before
joint ventures and associates
(1) 178.9 55.5 51.0 208.8 - 494.2
Share of adjusted results of
joint ventures and associates 2.1 - - - - 2.1
Adjusted operating profit 181.0 55.5 51.0 208.8 - 496.3
Intangible asset amortisation (2) (168.6) (27.0) (26.8) (52.9) - (275.3)
Impairment - acquisition-related
intangibles (6.7) - (0.2) - - (6.9)
Impairment -right of use assets 2.6 0.1 (3.8) 1.2 - 0.1
Impairment - property and
equipment 0.4 0.1 (0.1) 0.3 - 0.7
Acquisition and integration costs (0.4) (12.8) (8.7) (0.1) - (22.0)
Restructuring and reorganisation
costs 2.0 0.7 (2.4) 1.3 - 1.6
Onerous contracts associated with
COVID-19 (5.0) 0.5 (0.2) - - (4.7)
Fair value loss on contingent
consideration (0.1) (3.7) - (1.9) - (5.7)
Operating profi t 5.2 13.4 8.8 156.7 - 184.1
Profit on disposal of
subsidiaries and operations 11.6
Distributions received from
investments 20.6
Fair value loss on investments (0.9)
Finance income 27.5
Finance costs (74.1)
Profit before tax 168.8
1. Adjusted operating profit before joint ventures and
associates included the following amounts for depreciation and
software and product development amortisation: GBP31.7m for Informa
Markets, GBP18.6m for Informa Connect, GBP5.1m for Informa Tech and
GBP16.3m for Taylor & Francis.
2. Excludes product development and software amortisation.
4. Business segments
The Group has identified reportable segments in respect of
continuing operations 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 five 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 has
been presented as a separate segment for 30 June 2023 as the
business will only be integrated into the existing Informa segments
later in the year. At 31 December 2023 we expect Tarsus not to be a
separate segment.
Segment revenue and results for continuing operations
Six months ended 30 June 2023 (unaudited)
Informa Informa Informa Taylor
Markets Tech Connect & Francis Tarsus Total
GBPm GBPm GBPm GBPm GBPm GBPm
Revenue 758.9 196.8 250.5 283.4 30.9 1,520.5
Adjusted operating profit
before joint ventures and
associates (1) 240.2 27.2 50.2 87.1 7.7 412.4
Share of adjusted results
of joint
ventures and associates 0.9 - - - 0.2 1.1
Adjusted operating profit 241.1 27.2 50.2 87.1 7.9 413.5
Intangible asset amortisation
(2) (84.1) (18.8) (14.6) (26.6) (6.9) (151.0)
Reversal of impairment - right
of use assets - - 0.5 - - 0.5
Acquisition costs (0.2) 1.5 (12.8) (0.2) (24.8) (36.5)
Integration costs (0.1) (0.6) (1.6) - (0.8) (3.1)
Restructuring and reorganisation
costs 0.7 (0.3) (0.7) - - (0.3)
Fair value gain/(loss) on
contingent consideration (1.1) 78.0 (0.4) (0.7) - 75.8
Operating profit/(loss) 156.3 87.0 20.6 59.6 (24.6) 298.9
Fair value gain on investments 9.4
Profit on disposal of subsidiaries
and operations 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: GBP 16.5m for Informa Markets, GBP3.2m for
Informa Tech, GBP9.5m for Informa Connect, GBP8.0m for Taylor
&Francis and GBP0.6m for Tarsus.
2. Excludes acquired intangible product development and software
amortisation.
See Note 3 for segment revenue and results for continuing
operations comparatives for six months ended 30 June 2022 and
year-ended 31 December 2022.
4. Business segments (continued)
Segment revenue by type for continuing operations
An analysis of the Group's revenue by segment and type is as
follows:
Six months ended 30 June 2023 (unaudited):
Informa Informa Informa Taylor
Markets Tech Connect & Francis Tarsus Total
GBPm GBPm GBPm GBPm GBPm GBPm
Continuing operations
Exhibitor 615.1 44.7 50.7 - 21.9 732.4
Subscriptions 16.8 31.9 67.0 165.5 0.3 281.5
Transactional sales 2.1 12.5 21.9 117.4 - 153.9
Attendee 47.0 20.7 67.6 - 3.7 139.0
Marketing and advertising
services 42.1 60.8 11.9 0.5 1.5 116.8
Sponsorship 35.8 26.2 31.4 - 3.5 96.9
Total 758.9 196.8 250.5 283.4 30.9 1,520.5
Six months ended 30 June 2022 (re-stated and unaudited):
Informa Informa Informa Taylor
Markets Tech Connect & Francis Total
(1) (1) (2) Tarsus
GBPm GBPm GBPm GBPm GBPm GBPm
Continuing operations
Exhibitor 309.1 26.4 16.7 - - 352.2
Subscriptions 12.2 28.8 55.8 150.9 - 247.7
Transactional sales (1) 3.0 13.6 13.7 110.4 - 140.7
Attendee 34.9 13.9 47.1 - - 95.9
Marketing and advertising
services (1) 33.3 27.4 9.4 0.3 - 70.4
Sponsorship 28.9 25.9 31.8 - - 86.6
Total 421.4 136.0 174.5 261.6 - 993.5
1. Transactional sales and Marketing advertising services
revenue types have been re-stated to reflect refinement of revenue
classification which was made in the year ended 31 December 2022
results. GBP4.4m has been reallocated from Transactional sales to
Marketing and advertising sales within Informa Markets, and
GBP13.3m from Transactional sales to Marketing and advertising
sales within Informa Tech.
2. Re-presented for the transfer of the Curinos, IGM and Zephyr
businesses from Informa Intelligence to Informa Connect. See note
3.
Year ended 31 December 2022 (audited):
Informa Informa Informa Taylor
Markets Tech Connect & Francis Tarsus Total
GBPm GBPm GBPm GBPm GBPm GBPm
Continuing operations
Exhibitor 715.1 63.5 41.6 - - 820.2
Subscriptions 28.0 57.2 121.6 325.9 - 532.7
Transactional sales 5.4 27.5 37.8 266.8 - 337.5
Attendee 60.4 51.5 109.4 - - 221.3
Marketing and advertising
services 76.8 85.2 21.2 0.9 - 184.1
Sponsorship 66.4 35.9 64.3 - - 166.6
Total 952.1 320.8 395.9 593.6 - 2,262.4
5. 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) in respect of continuing
operations are presented as adjusting items:
6 months 6 months Year ended
ended ended 31 December
30 June 30 June 2022 2022
2023
(unaudited) (re-presented (audited)
and unaudited)(2)
GBPm GBPm GBPm
Continuing operations
Intangible asset amortisation(1) 151.0 131.5 275.3
Impairment - acquisition-related and
other intangible assets - 3.9 6.9
(Reversal)/impairment - right of use
assets (0.5) 2.7 (0.1)
Reversal of impairment - property and
equipment - (1.1) (0.7)
Acquisition costs 36.5 0.6 11.8
Integration costs 3.1 4.3 10.2
Restructuring and reorganisation costs 0.3 (2.6) (1.6)
Onerous contracts associated with COVID-
19 - 0.7 4.7
Fair value loss on contingent consideration 3.0 1.8 5.7
Fair value gain on contingent consideration (78.8) - -
Adjusting items in operating profit
from continuing operations 114.6 141.8 312.2
Fair value (gain)/loss on investments (9.4) 0.9 0.9
Distributions received from investments - - (20.6)
Profit on disposal of subsidiaries
and operations (4.3) (9.8) (11.6)
Finance costs 0.8 - 1.3
Adjusting items in profit before tax
from continuing operations 101.7 132.9 282.2
Tax related to adjusting items (34.4) (25.7) (54.5)
Adjusting items in profit for the
period from continuing operations 67.3 107.2 227.7
1. Intangible asset amortisation is in respect of acquired
intangibles and excludes amortisation of software and product
development.
2 . Re-presented for discontinued operations (see note 3) .
-- 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.
-- 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.
5. Adjusting items (continued)
-- 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.
-- Subsequent re-measurements of 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 these costs 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.
-- Profit on disposal of subsidiaries and operations relate to
disposals in the current period or subsequent costs or credits
relating to prior disposals. These are classified as adjusting
items as these 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.
-- Fair value loss/(gain) on investments is the loss, or gain,
as a result of a decrease, or 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 are therefore adjusted to provide
comparability to prior periods.
6. Finance income
6 months 6 months Year ended
ended ended 30 31 December
30 June June 2022 2022
2023
(unaudited) (unaudited) (audited)
GBP m GBPm GBPm
Continuing operations
Interest income on bank deposits 37.7 5.4 25.3
Interest income from loans receivable - - 1.7
Interest income finance lessor leases 0.1 0.1 0.3
Fair value gain on financial instruments
through the income statement 0.1 0.1 0.2
Total finance income 37.9 5.6 27.5
7. Finance costs
6 months 6 months Year ended
ended ended 31 December
30 June 30 June 2022 2022
2023
(unaudited) (unaudited) (audited)
GBPm GBPm GBPm
Continuing operations
Interest expense on borrowings and loans 30.2 29.5 61.1
Interest on IFRS 16 leases 5.5 5.2 11.0
Interest cost on pension scheme net liabilities 0.5 0.3 0.7
Total interest expense 36.2 35.0 72.8
Non-income taxes in relation to intra-group
financing - - 0.2
Fair value gain on financial instruments
through the income statement (1.1) - (0.2)
Financing costs before adjusting items 35.1 35.0 72.8
Adjusting items(1) 0.8 - 1.3
Total finance costs 35.9 35.0 74.1
1. The adjusting item for 2023 relates to the revaluation of the
BolognaFiere convertible bond issued in December 2022. The
adjusting item for the year ended 2022 relates to the finance fees
associated with the early repayment of debt.
8. Taxation
The tax charge comprises:
6 months 6 months Year ended
ended ended 31 December
30 June 2023 30 June 2022 2022
(unaudited) (re-presented (audited)
and unaudited)(1)
GBPm GBPm GBPm
Continuing operations
Current tax 62.9 17.1 55.2
Deferred tax (18.2) (11.6) (28.5)
Total tax charge on profit on
ordinary activities 44.7 5.5 26.7
1. Re-presented (see note 3).
The Effective Tax Rate of 19.0% (H1 2022: 17.9%) has been
estimated using full year forecasts and has then been applied to
the continuing 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.
9. Discontinued operations
Results from discontinued operations
Following the divestment of Pharma Intelligence, EPFR and
Maritime Intelligence and the transfer of Curinos, IGM and Zephyr
into the Connect division the Informa Intelligence segment was
classified as a discontinued operation as of 31 December 2022. The
financial performance of the Informa Intelligence business in prior
periods is presented below:
6 months 6 months Year ended
ended ended 31 December
30 June 30 June 2022 2022
2023
(unaudited) (re-presented (audited)
and unaudited)
Notes GBPm GBPm GBPm
Revenue - 102.8 126.9
Net operating expenses before adjusting
items - (72.1) (88.2)
Share of results of joint ventures
and associates - - -
Adjusted operating profit - 30.7 38.7
Adjusting items in operating profit - (1.8) (0.9)
Operating profit - 28.9 37.8
Profit on disposal of subsidiaries
and operations - 1,366.5 1,740.3
Profit before tax - 1,395.4 1,778.1
Tax charge on adjusted profit before
tax - (7.6) (9.2)
Tax charge related to adjusting items - (233.9) (275.7)
Tax charge - (241.5) (284.9)
Profit for the period from discontinued
operations - 1,153.9 1,493.2
Net profit from discontinued operations
(net of tax) attributable to owners
of the Company - 1,153.9 1,493.2
Earnings per share from discontinued
operations
Basic (p) 11 - 78.0 102.5
Diluted (p) 11 - 77.6 102.0
9. Discontinued operations (continued)
Adjusting items for discontinued operations
6 months 6 months Year ended
ended ended 31 December
30 June 30 June 2022
2023 2022
(unaudited) (re-presented (audited)
and unaudited)
GBP m GBPm GBPm
Intangible asset amortisation(1) - 0.2 0.4
Reversal of impairment - right of use
assets - (0.3) (0.5)
Acquisition costs - 0.6 0.1
Integration costs - 1.4 1.1
Restructuring and reorganisation costs - (0.1) (0.2)
Adjusting items in operating profit - 1.8 0.9
Profit on disposal of subsidiaries and
operations - (1,366.5) (1,740.3)
Adjusting items in profit before tax - (1,364.7) (1,739.4)
Tax related to adjusting items - 233.9 275.7
Adjusting items in profit for the period
from discontinued operations - (1,130.8) (1,463.7)
1. Intangible asset amortisation is in respect of acquired
intangibles and excludes amortisation of software and product
development.
Condensed consolidated cash flow statement - discontinued
operations
6 months 6 months Year ended
ended ended 31 December
30 June 30 June 2022
2023 2022
(unaudited) (re-presented (audited)
and unaudited)
GBPm GBPm GBPm
Profit before tax - 1,395.4 1,778.1
Adjustments for:
Amortisation of other intangible assets - 2.0 3.5
Impairment - property and equipment - 0.1 -
Impairment -right of use assets - (0.3) -
Profit on disposal of subsidiaries and
operations - (1,366.5) (1,740.3)
Operating cash inflow before movements
in working capital - 30.7 41.3
Working capital movement - 14.1 13.4
Income taxes paid - (1.0)
Net cost inflow from operating activities - 44.8 53.7
Purchase of property, plant and equipment - - (0.1)
Purchase of intangible software assets - (0.6) (0.7)
Product development costs - (6.2) (6.7)
Proceeds from disposal of subsidiaries
and operations, gross of taxation paid - 1,693.3 2,104.0
Taxation paid on proceeds from disposal
of subsidiaries and operations - (10.4) (204.4)
Net cash inflow from investing activities - 1,676.1 1,892.1
Net cash inflow from financing activities - - -
Net increase in cash generated by discontinued
operations - 1,720.9 1,945.8
10. Dividends
6 months ended 6 months ended Year ended
30 June 2023 30 June 2022 31 December 2022
(unaudited) (unaudited) (audited)
GBPm GBPm GBPm
Amounts recognised as distributions to equity holders in the
period:
Interim dividend for 2022 of 3.0p per share - 43.7 43.7
Final dividend for 2022 of 6.8p per share - - 96.5
Proposed (not recognised as a liability at the end of the period)
Interim dividend for 2023 of 5.8p per share 81.2 - -
As at 30 June 2023 GBP95.9m (30 June 2022: GBP0.2m and 31
December 2022: GBP0.2m) of dividends are still to be paid. The
proposed final dividend for the year ended 31 December 2022 of 6.8
pence per share, amounting to GBP96.5m, was approved at the AGM on
15 June 2023 and was paid on 14 July 2023. This has been included
as a liability as at 30 June 2023.
The proposed interim dividend for the six months ended 30 June
2023 of 5.8 pence per share, amounting to approximately GBP81.2m,
has been approved by the Board and will be paid on 15 September
2023 to ordinary shareholders registered as at the close of
business on 11 August 2023. This not been included as a liability
in these financial statements.
11. 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 2023 30 June 2022 31 December
2022
(unaudited) (unaudited) (audited)
Weighted average number of shares
used in basic earnings per share 1,405,563,269 1,480,117,454 1,456,167,252
Effect of dilutive potential
ordinary shares 8,695,670 8,291,719 8,117,003
Weighted average number of shares
used
in diluted EPS calculation 1,414,258,939 1,488,409,173 1,464,284,255
11. Earnings per share (continued)
Statutory EPS from continuing operations
6 months ended 6 months ended Year ended
30 June 2023 30 June 2022 31 December
2022
(unaudited) (re-presented (audited)
and unaudited)
Per share Per share Per share
Earnings amount Earnings amount Earnings amount
GBPm Pence GBPm Pence GBPm Pence
Profit for the period 269.9 1,189.9 1,635.3
Adjustments to exclude profit
for the period from discontinued
operations - (1,153.9) (1,493.2)
Earnings from continuing operations
for the purpose of basic EPS
excluding discontinued operations 269.9 36.0 142.1
Non-controlling interests (16.4) 3.1 (3.8)
Earnings from continuing
operations for the purpose
of statutory basic EPS (p) 253.5 18.0 39.1 2.6 138.3 9.5
Effect of dilutive potential
ordinary
shares (0.1) - (0.1)
Earnings from continuing
operations for the purpose
of statutory diluted EPS (p) 253.5 17.9 39.1 2.6 138.3 9.4
Statutory EPS from discontinued operations
6 months ended 6 months ended Year ended
30 June 2023 30 June 2022 31 December
2022
(unaudited) (re-presented (audited)
and unaudited)
Per share Per share Per share
Earnings amount Earnings amount Earnings amount
GBPm Pence GBPm Pence GBPm Pence
Profit for the period - 1,153.9 1,493.2
Non-controlling interests - - -
Earnings for the purpose
of statutory basic EPS (p) - - 1,153.9 78.0 1,493.2 102.5
Effect of dilutive potential
ordinary
shares - (0.4) (0.5)
Earnings for the purpose
of statutory diluted EPS
(p) - - 1,153.9 77.6 1,493.2 102.0
11. Earnings per share (continued)
Statutory EPS from continuing and discontinued operations
6 months ended 6 months ended Year ended
30 June 2023 30 June 2022 31 December
2022
(unaudited) (re-presented (audited)
and unaudited)
Per share Per share Per share
Earnings amount Earnings amount Earnings amount
GBPm Pence GBPm Pence GBPm Pence
Profit/(loss) for the period 269.9 1,189.9 1,635.3
Non-controlling interests (16.4) 3.1 (3.8)
Earnings for the purpose
of statutory basic EPS (p) 253.5 18.0 1,193.0 80.6 1,631.5 112.0
Effect of dilutive potential
ordinary
shares - (0.1) - (0.4) - (0.6)
Earnings from continuing
and discontinued operations
for the purpose
of statutory diluted EPS
(p) 253.5 17.9 1,193.0 80.2 1,631.5 111.4
11. Earnings per share (continued)
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 5.
Adjusted EPS from continuing operations
6 months ended 6 months ended Year ended
30 June 2023 30 June 2022 31 December
2022
(unaudited) (re-presented (audited)
and unaudited)
Per share Per share Per share
Earnings amount Earnings amount Earnings amount
GBPm Pence GBPm Pence GBPm Pence
Continuing operations
Earnings for the purpose
of basic
EPS/ statutory basic EPS
(p) 253.5 18.0 39.1 2.6 138.3 9.5
Adjusting items:
Intangible asset amortisation 151.0 10.7 131.5 8.9 275.3 18.9
Impairment - acquisition-related
intangible assets - - 3.9 0.3 6.9 0.5
(Reversal)/impairment - right
of use assets (0.5) - 2.7 0.2 (0.1) -
Reversal of impairment -
property and equipment - - (1.1) (0.1) (0.7) (0.1)
Acquisition costs 36.5 2.6 0.6 - 11.8 0.8
Integration costs 3.1 0.2 4.3 0.3 10.2 0.7
Restructuring and reorganisation
costs 0.3 - (2.6) (0.2) (1.6) (0.1)
Onerous contracts associated
with COVID-19 - - 0.7 - 4.7 0.3
Fair value gain on contingent
consideration (78.8) (5.6) - - - -
Fair value loss on contingent
consideration 3.0 0.2 1.8 0.1 5.7 0.4
Profit on disposal of subsidiaries
and operations (4.3) (0.3) (9.8) (0.7) (11.6) (0.8)
Distributions received from
investments - - - - (20.6) (1.4)
Fair value loss on investments (9.4) (0.7) 0.9 0.1 0.9 0.1
Finance costs 0.8 0.1 - - 1.3 0.1
Tax related to adjusting
items (34.4) (2.4) (25.7) (1.7) (54.5) (3.7)
Non-controlling interest
adjusting items (2.1) (0.1) (4.3) (0.2) (9.5) (0.7)
Earnings for the purpose
of adjusted
basic EPS/adjusted basic
EPS (p) from continuing operations 318.7 22.7 142.0 9.6 356.5 24.5
Effect of dilutive potential
ordinary shares - (0.2) - - - (0.1)
Earnings for the purpose
of adjusted
diluted EPS (p) from continuing
operations 318.7 22.5 142.0 9.6 356.5 24.4
11. Earnings per share (continued)
Adjusted EPS from discontinued operations
6 months ended 6 months ended Year ended
30 June 2023 30 June 2022 31 December
2022
(unaudited) (re-presented (audited)
and unaudited)
Per share Per share Per share
Earnings amount Earnings amount Earnings amount
GBPm Pence GBPm Pence GBPm Pence
Discontinued operations
Earnings for the purpose
of basic
EPS/ statutory basic EPS
(p) - 1,153.9 1,493.2
Adjusting items - (1,130.8) (1,463.7)
Earnings for the purpose
of adjusted
basic EPS/ Adjusted basic
EPS (p) from discontinued
operations - - 23.1 1.6 29.5 2.0
Effect of dilutive potential - - - - - -
ordinary shares
Earnings for the purpose
of adjusted
diluted EPS (p) from discontinued
operations - - 23.1 1.6 29.5 2.0
Adjusted EPS from continuing and discontinued operations
6 months ended 6 months ended Year ended
30 June 2023 30 June 2022 31 December
2022
(unaudited) (unaudited) (audited)
Per share Per share Per share
Earnings amount Earnings amount Earnings amount
GBPm Pence GBPm Pence GBPm Pence
From continuing and discontinued
operations
Earnings for the purpose
of adjusted
basic EPS/ Adjusted basic
EPS (p) 318.7 22.7 165.1 11.2 386.0 26.5
Effect of dilutive potential
ordinary
shares - (0.2) - - - (0.1)
Earnings for the purpose
of adjusted
diluted EPS (p) f rom continuing
and discontinued operations 318.7 22.5 165.1 11.2 386.0 26.4
The denominators used are the same as those detailed above for
both basic and diluted earnings per share from continuing and
discontinued operations.
12. Goodwill
(Unaudited)
GBPm
Cost
At 1 January 2023 6,559.2
Additions 866.7
Exchange differences (266.5)
At 30 June 2023 7,159.4
Accumulated impairment losses
At 1 January 2023 (678.9)
Exchange differences 25.2
At 30 June 2023 (653.7)
Carrying amount
At 30 June 2023 6,505.7
At 31 December 2022 5,880.3
Impairment trigger test and impairment review
In preparing the 30 June 2023 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 forecast trading against the
budget used in the 2022 year-end impairment review.
This assessment was undertaken at 30 June 2023 and concluded
that there were indicators of impairment for the Informa Tech
segment. Testing involved comparing the carrying value of assets
with value in use calculations, derived from the latest Group cash
flow projections. The impairment review work confirmed that there
was sufficient headroom and therefore no impairment was required.
The key inputs and assumptions used in the impairment analysis were
the projected cash flows, long-term growth rate and discount rate.
A reasonably possible change to assumptions would not give rise to
an impairment.
13. Share capital
Share capital as at 30 June 2023 amounted to GBP1.4m (30 June
2022: GBP1.5m and 31 December 2022: GBP1.4m).
6 months ended 6 months ended Year ended
30 June 2023 30 June 2022 31 December
2022
(unaudited) (unaudited) (audited)
Number of Number of shares Number of shares
shares
At 1 January 1,418,525,746 1,503,112,804 1,503,112,804
Issue of shares 25,957,663 5,000,000 5,000,000
Shares bought back on-market
and cancelled (41,493,317) (50,320,389) (89,587,058)
At 30 June / 31 December 1,402,990,092 1,457,792,415 1,418,525,746
As at 30 June 2023, the Informa Employee Share Trust (EST) held
901,990 (30 June 2022: 2,745,459; 31 December 2022: 2,661,689)
ordinary shares in the Company at a market value of GBP6.5m (30
June 2022: GBP14.5m; 31 December 2022: GBP16.5m). As at 30 June
2023 the ShareMatch scheme held 1,487,968 (30 June 2022: 1,342,673;
31 December 2022: 1,354,338) ordinary shares in the Company. At 30
June 2023, the Group held 0.2% (30 June 2022: 0.3%; 31 December
2022: 0.3%) of its own called-up share capital.
The Company issued 25,957,663 new ordinary shares of 0.1 pence
each on 19 April 2023. The shares were issued as part of the
consideration for the acquisition of Tarsus Group, refer to note
16.
13. Share capital (continued)
During the period, the Company bought back 42,057,741 ordinary
shares at an average value of 690.3p for a total consideration of
GBP290.3m and cancelled 41,493,317 of these shares. 564,424 shares
(GBP4.1m) were settled and cancelled subsequent to 30 June 2023. A
share buyback liability of GBP36.8m has been included in trade and
other payables at 30 June 2023 which reflects the maximum liability
for the purchase of the Company's own shares through to the
conclusion of the Group's closed period on 27 July 2023 following
an irrevocable instruction issued to the Group's broker in
connection with the previously announced share buyback
programme.
14. Notes to the Cash Flow Statement
6 months 6 months Year
ended ended ended
30 June 30 June 31 December
2023 2022 2022
(unaudited) (re-presented (audited)
and unaudited)
1
Note GBPm GBPm GBPm
Continuing operations:
Profit before tax 314.6 41.5 168.8
Adjustments for:
Depreciation of property and equipment 6.4 5.6 11.7
Depreciation of right of use assets 12.6 12.0 24.8
Amortisation of other intangible assets 169.8 149.6 310.5
Impairment - acquisition-related intangible
assets - 3.9 6.9
(Reversal)/impairment - right of use
assets (0.5) 2.7 (0.1)
Impairment - property and equipment - (1.1) (0.7)
Share-based payments 11.5 8.4 17.5
Fair value (gain)/loss on contingent
consideration (75.8) 1.8 5.7
Lease modifications (1.9) (2.4) (3.0)
Profit on disposal of businesses (4.3) (9.8) (11.6)
Distributions received from investments - - (20.6)
(Profit)/loss on disposal of property
and equipment and software (0.1) 0.1 0.3
Fair value (gain)/loss on investments (9.4) 0.9 0.9
Finance income (37.9) (5.6) (27.5)
Finance costs 35.9 35.0 74.1
Share of results of joint ventures
and associates (1.1) (0.9) (2.1)
Operating cash inflow before movements
in working capital 419.8 241.7 555.6
(Increase)/decrease in inventories (0.7) (0.6) 0.1
(Increase)/decrease in receivables (73.5) (100.8) (141.7)
(Decrease)/increase in payables (78.8) 90.3 197.2
Movements in working capital (153.0) (11.1) 55.6
Pension deficit recovery contributions (1.2) (2.9) (6.9)
Additional pension payments - - (16.1)
Pension payment into escrow - - (28.2)
Cash generated from continuing operations 265.6 227.7 560.0
Cash generated from discontinued operations 9 - 44.8 54.7
Cash generated from operations 265.6 272.5 614.7
1. Re-presented (see note 3 - Re-presentation of Income
Statement and Cash Flow Statement relating to discontinued
operations).
14. Notes to the Cash Flow Statement (continued)
Analysis of movement in net (debt)/cash (unaudited) as at 30
June 2023:
At 30
At 1 Jan Non-cash Cash flow Exchange June
2023 movements GBPm movements 2023
GBPm GBPm GBPm GBPm
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 (1,503.5) (1.4) 0.1 32.4 (1,472.4)
Bank loans due in more than
one year (38.9) (0.3) 1.2 2.2 (35.8)
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 (386.2
than one year (398.4) - - 12.2 )
(443.9
Acquired debt - ) 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)/cash (244.6) (415.9) (558.4) 4.8 (1,214.1)
Analysis of movement in net (debt)/cash (unaudited) as at 30
June 2022:
At 30
At 1 Jan Non-cash Cash flow Exchange June
2022 movements GBPm movements 2022
GBPm GBPm GBPm GBPm
Cash and cash equivalents 884.8 - 1,537.6 86.9 2,509.3
Other financing assets
Derivative assets associated
with borrowings 3.4 (3.4) - - -
Finance lease receivables 6.4 2.1 (1.2) 0.4 7.7
Total other financing assets 9.8 (1.3) (1.2) 0.4 7.7
Other financing liabilities
Bond borrowings due in more
than one year (1,989.2) (1.6) - (38.1) (2,028.9)
Bank loans due in more than
one year (33.4) (0.7) 0.1 (3.9) (37.9)
Derivative liabilities associated
with borrowings (40.7) (116.6) - - (157.3)
Lease liabilities (265.9) (2.8) 13.3 (22.2) (277.6)
Total other financing liabilities (2,329.2) (121.7) 13.4 (64.2) (2,501.7)
Total net financing liabilities (2,319.4) (123.0) 12.2 (63.8) (2,494.0)
Net ( debt)/cash (1,434.6) (123.0) 1,549.8 23.1 15.3
14. Notes to the Cash Flow Statement (continued)
Analysis of movement in net (debt)/cash (audited) as at 31
December 2022:
At 31
At 1 Jan Non-cash Cash flow Exchange December
2022 movements GBPm movements 2022
GBPm GBPm GBPm GBPm
Cash and cash equivalents 884.8 - 1,158.4 82.6 2,125.8
Other financing assets
Derivative assets associated
with borrowings 3.4 (1.2) - - 2.2
Finance lease receivables 6.4 1.9 (1.5) (0.1) 6.7
Total other financing assets 9.8 0.7 (1.5) (0.1) 8.9
Other financing liabilities
Bond borrowings due in more
than one year (1,989.2) 395.1 177.2 (86.6) (1,503.5)
Bank loans due in more than
one year (33.4) (1.1) 0.4 (4.8) (38.9)
Derivative liabilities associated
with borrowings (40.7) (127.4) - - (168.1)
Lease liabilities (265.9) (13.7) 32.1 (22.9) (270.4)
Bond borrowings due in less
than one year - (398.4) - - (398.4)
Acquired debt - (36.6) 36.6 - -
Total other financing liabilities (2,329.2) (182.1) 246.3 (114.3) (2,379.3)
Total net financing liabilities (2,319.4) (181.4) 244.8 (114.4) (2,370.4)
Net ( debt) (1,434.6) (181.4) 1,403.2 (31.8) (244.6)
Reconciliation of movement in Net ( Debt)/Cash
6 months 6 months Year ended
ended ended 31 December
30 June 30 June 2022 2022
2023
(unaudited) (unaudited) (audited)
GBPm GBPm GBPm
(Decrease)/increase in cash and cash equivalents
in the period
(including cash acquired) (1,015.2) 1,537.6 1,158.4
Cash flows from net drawdown of borrowings
and
derivatives associated with debt 456.8 12.2 244.8
Change in net debt resulting from cash
flows (558.4) 1,549.8 1,403.2
Non-cash movements including foreign exchange
and excluding net lease additions (398.8) (99.2) (201.4)
Movement in net cash/ debt in the period (957.2) 1,450.6 1,201.8
Net debt at beginning of the period (244.6) (1,434.6) (1,434.6)
Net lease additions in the period (12.3) (0.7) (11.8)
Net ( debt)/cash at end of the period (1,214.1) 15.3 (244.6)
15. Borrowings
The Group had GBP3.0bn of committed facilities at 30 June 2023
(GBP3.2bn at 30 June 2022 and GBP3.1bn at 31 December 2022). The
total borrowings excluding lease liabilities as well as derivative
assets and liabilities associated with borrowings are as
follows:
At 31
At 30 June At 30 June December
2023 2022 2022
(unaudited) (unaudited) (audited)
GBPm GBPm GBPm
Current
Euro Medium Term Note (EUR450.0m) - due
July 2023 (1) 386.2 - 398.4
EMTN borrowings - current 386.2 - 398.4
Non-current
Bank borrowings - other 38.8 40.8 41.3
Bank debt issue costs (3.0) (2.9) (2.4)
Bank borrowings - non- current 35.8 37.9 38.9
Euro Medium Term Note (EUR450.0m) - due
July 2023(1) - 558.5 -
Euro Medium Term Note (EUR700.0m) - due
October 2025 600.7 601.4 619.7
Euro Medium Term Note (GBP450.0m) - due
July 2026 450.0 450.0 450.0
Euro Medium Term Note (EUR500.0m) - due
April 2028 429.0 429.5 442.6
EMTN borrowings issue costs (7.3) (10.5) (8.8)
EMTN borrowings - non- current 1,472.4 2,028.9 1,503.5
Total borrowings - non-current 1,508.2 2,066.8 1,542.4
Total borrowings 1,894.4 2,066.8 1,940.8
1. EUR200m of this note was repaid in September 2022, prior to
this EUR650m of notes were in issue.
Bank borrowings reflect GBP38.8m 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
$110.0m of which $60.0m has 6-year maturity from May 2022 and
$50.0m has a maturity date no later than 28 May 2027. GBP48.3m of
this facility remains undrawn. The Group also has access to
revolving credit facilities of GBP1,050.0m, of which nil was drawn
at 30 June 2023 (31 December 2022: nil drawn, 30 June 2022: 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.
16. Business combinations
Business combinations made in 6 months ended 30 June 2023
The principal business combinations in the period were the
acquisitions of Tarsus Group and Winsight, LLC and the provisional
amounts recognised in respect of the estimated fair value of
identifiable assets and liabilities of these acquisitions are
provided below.
Tarsus Group
On 17 April 2023, the Group acquired 100% of the issued share
capital of Tiger Acquisitions (Jersey) Limited, parent company of
Tarsus Group Limited, and its subsidiaries (collectively 'Tarsus
Group'). Tarsus owns and operates a portfolio of over 160 Live and
On-Demand B2B Event brands across a number of markets.
Total consideration was GBP359.4m, of which GBP168.1m was paid
in cash, GBP169.8m was settled by the issue of 26.0m shares in
Informa Plc at a price of GBP6.56 per share, and the remainder
represented by deferred Informa equity, determined to have a fair
value of GBP21.5m at acquisition date, which is contingent upon the
Informa Plc share price reaching GBP8.50 for two consecutive
trading days by 1 June 2025.
16. Business combinations (continued)
The contingent equity was fair valued using an option pricing
model and the estimated range of volatility is GBP16.9m to
GBP24.0m. The maximum payment is capped at $45.0m and there is no
link between the contingent equity and ongoing employment. The fair
value was updated to GBP24.4m as at 30 June 2023 due to the
performance of the Informa Plc share price between the acquisition
date and 30 June 2023 with the movement reflected in the
Consolidated Income Statement.
The provisional fair value of the identifiable assets acquired
and liabilities assumed at the acquisition date are shown
below:
Provisional
fair
value
GBPm
Acquisition intangible assets 361.1
Property and equipment 2.7
Investments in joint ventures 22.3
Trade and other receivables(1) 45.9
Cash and cash equivalents 29.6
Trade and other payables (81.9)
Borrowings (443.9)
Deferred income (90.1)
Provisions (5.7)
Current tax liabilities (7.7)
Deferred tax liabilities (55.9)
Total identifiable net liabilities assumed (223.6)
Non-controlling interest (87.2)
Provisional goodwill 670.2
Total consideration 359.4
1. Trade and other receivables includes trade receivables that
represent the gross contractual amounts and the amounts that are
expected
to be collected in full.
Satisfied by: GBPm
Cash 168.1
Share consideration 169.8
Contingent equity consideration 21.5
Total 359.4
Included in net liabilities are GBP443.9m of external borrowings
comprising of an interest-bearing loan. This loan was settled by
the Group on 17 April 2023 immediately following acquisition.
The GBP87.2m fair value of non-controlling interest has been
valued through the income approach, using a discounted cash flow
analysis. The non-controlling interest relates to subsidiaries of
Tiger Acquisitions (Jersey) Limited.
Acquisition intangible assets of GBP361.1m consist of GBP236.3m
of trade names fair valued using the relief from royalty method,
GBP122.2m of customer relationships fair valued using the excess
earnings income method, and GBP2.6m 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.
16. Business combinations (continued)
To determine the value of separately identifiable intangible
assets several estimates have been made. Three estimates have been
identified where a reasonable change could cause a materially
different value of intangible assets to be recognised. The most
significant of these estimates is the royalty rate used within the
relief from royalty valuation method for trade names. A 2.5%
increase or decrease in royalty rate would result in a c.GBP40m
increase or decrease in trade names valuation. The second
significant estimate is the attrition rate used in the customer
relationships valuation. A 5% decrease in attrition rate would
result in a GBP16.7m decrease in customer relationships valuation
and a 5% increase in attrition rate would result in a GBP22.5m
increase in customer relationships valuation. The final significant
estimate is the remaining useful live estimates. A two-year
increase in estimate would result in a GBP24.6m increase in trade
name valuations and a two-year decrease would result in a GBP29.2m
decrease in trade name valuations.
The provisional goodwill arising from the acquisition has
initially been identified as relating to the following factors:
1. Increased depth in growing business-to-business markets;
2. Access to new markets where Informa had less presence, with
the benefit of global reach of the highly complementary geographic
and commercial fit of the combined portfolios;
3. Synergy opportunities from cost savings and incremental revenue opportunities; and
4. Enhanced quality of earnings as increased scale and
international breadth provide resilience and greater revenue
predictability.
Goodwill recognised is included in the Tarsus group of CGUs as
at 30 June 2023 and will be included in the Informa Markets and
Informa Connect group of CGUs for 31 December 2023 once the
allocation has been finalised. None of the goodwill recognised is
expected to be deductible for tax purposes.
Total acquisition-related costs of GBP24.8m were recognised
within adjusting items in the consolidated income statement.
The Tarsus business generated revenue of GBP30.9m and loss after
tax of GBP24.4m for the period from the date of acquisition to 30
June 2023.
Winsight, LLC
On 16 May 2023, the Group acquired 100% of the issued share
capital of LOE Holdings LLC, parent company of Winsight, LLC, and
its subsidiaries (collectively 'Winsight'). Winsight is the leading
specialist B2B Events, Data and Media Group for the food services
market.
Total consideration was GBP324.0m, of which GBP314.3m was paid
in cash and GBP9.7m was contingent cash consideration. The
contingent consideration is based on 2023 revenue and EBITDA
performance. There is no link between the contingent consideration
and ongoing employment.
The fair value of contingent consideration was calculated using
a probability-weighted scenario approach and reflects the
discounted value of estimated payments based on estimates of 2023
performance of Winsight as at date of acquisition. The estimated
range of undiscounted payment is GBP8.3m to GBP11.8m. The maximum
payment is capped at GBP16.1m. Subsequent remeasurement of the
contingent consideration will be recorded in the Consolidated
Income Statement. There was no change to the fair value recognised
at acquisition as at 30 June 2023.
16. Business combinations (continued)
The provisional fair value of the identifiable assets acquired
and liabilities assumed at the acquisition date are shown
below:
Provisional
fair
value
GBPm
Acquisition intangible assets 163.4
Other intangible assets 1.5
Property and equipment 1.8
Trade and other receivables(1) 6.9
Cash and cash equivalents 17.9
Right of use assets 3.9
Finance lease receivables 0.3
Other receivables 0.3
Finance lease liabilities (4.2)
Trade and other payables (2.3)
Deferred income (36.2)
Provisions (1.2)
Current tax liabilities (1.5)
Deferred tax liabilities (8.9)
Total identifiable net assets acquired 141.7
Provisional goodwill 182.3
Total consideration 324.0
1. Trade and other receivables includes trade receivables that
represent the gross contractual amounts and the amounts that are
expected
to be collected in full.
Satisfied by: GBPm
Cash 314.3
Contingent cash consideration 9.7
Total 324.0
Acquisition intangible assets of GBP163.4m consists of GBP91.1m
of trade names, GBP65.8m of customer relationships fair valued
using the excess earnings income method, and GBP6.5m of content
library fair valued using the relief from royalty method. A
deferred tax liability has been recognised as a result of the
recognition of these acquisition intangible assets. To determine
the value of separately identifiable intangible assets several
estimates have been made. The most significant of these estimates
being the royalty rate used within the relief from royalty
valuation method for trade names where it has been determined that
a reasonable change in the estimate could cause a material change
in the provisional value of the intangibles. A 2.5% increase or
decrease to the royalty rate would cause a GBP17.0m increase or
decrease to the valuation of trade names.
Provisional goodwill arising from the acquisition was GBP182.3m
and represents the total consideration of GBP324.0m less the fair
value of the net assets acquired of GBP141.7m. The value of
goodwill arising from the acquisition has been identified as
relating to the following factors:
-- Enhancing Informa's position in a large, growing and fragmented food services market;
-- Access to Winsight's close relationships with Exhibitors, Attendees and Subscribers; and
-- Cost synergy opportunities and access to an experienced and skilled workforce.
Goodwill recognised will be included in the Informa Connect
group of CGUs. GBP110.8m of the goodwill recognised is expected to
be deductible for tax purposes.
16. Business combinations (continued)
Total acquisition-related costs of GBP12.8m were recognised
within adjusting items in the Consolidated Income Statement.
The Winsight business generated revenue of GBP32.7m and profit
after tax of GBP4.1m for the period from the date of acquisition to
30 June 2023.
If both the Tarsus and Winsight acquisitions had completed on
the first day of the reporting period, the total revenue from
continuing operations of the Group would have been GBP1,575.0m and
profit after tax from continuing operations of GBP273.4m for the
six months ended 30 June 2023.
17. 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 6 months ended Year ended
ended 30 June 30 June 2022 31 December
2023 GBPm 2022
GBPm GBPm
Sales to joint ventures - - (0.8)
Purchases from joint ventures 0.1 - -
Purchases from associates 0.2 1.1 2.4
Trade payables owed to joint ventures - 0.2 0.2
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 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 2023, 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.
18. 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 2022 annual financial report.
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, other investments and
convertible bonds use future cash flow forecasts to determine the
fair value.
18. Financial instruments (continued)
Financial assets and liabilities measured at fair value in the
Consolidated Balance Sheet and their categorisation in the fair
value hierarchy at 30 June 2023, 31 December 2022 and 30 June
2022:
Level Level 2 Level 3 Total
1
At 30 At 30 June At 30 June At 30 June
June
2023 2023 2023 2023
(unaudited) (unaudited) (unaudited) (unaudited)
GBPm GBPm GBPm GBPm
Financial assets
Unhedged derivative financial instruments - 0.6 - 0.6
Other investments (1) - - 263.9 263.9
-----------
- 0.6 263.9 264.5
Financial liabilities at fair value
through profit or
loss
Derivative financial instruments
in designated hedge
accounting relationships(2) - 123.9 - 123.9
Unhedged derivative financial instruments - 2.0 - 2.0
Deferred consideration on acquisitions(3) 1.4 - - 1.4
Contingent consideration and put
call options on acquisitions(1) - - 132.1 132.1
-----------
1.4 125.9 132.1 259.4
1. See below table for breakdown of movement.
2. Amount relates to 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
2022 2022 2022 2022
(unaudited) (unaudited) (unaudited) (unaudited)
GBPm GBPm GBPm GBPm
Financial assets
Unhedged derivative financial instruments - 0.3 - 0.3
Other investments (1) - - 175.3 175.3
- 0.3 175.3 175.6
Financial liabilities at fair value
through profit or loss
Derivative financial instruments
in designated hedge accounting relationships
(2) - 157.5 - 157.5
Deferred consideration on acquisitions
(3) - - 4.0 4.0
Contingent consideration and put
call options on acquisitions (1) - - 9.3 9.3
- 157.5 13.3 170.8
1. See below table for breakdown of movement.
2. Amount relates to interest rate swaps associated with Euro
Medium Term Notes.
3. Classified within Trade and other payables on the Condensed
Consolidated Balance Sheet.
18. Financial instruments (continued)
Level 1 Level 2 Level 3 Total
At 31 At 31 At 31 At 31
December December December December
2022 2022 2022 2022
(audited) (audited) (audited) (audited)
GBPm GBPm GBPm GBPm
Financial assets
Derivative financial instruments
in designated hedge accounting relationships
(2) - 2.2 - 2.2
Other investments (1) - - 262.7 262.7
- 2.2 262.7 264.9
Financial liabilities at fair value
through profit or loss
Derivative financial instruments
in designated hedge accounting relationships
(2) - 168.1 - 168.1
Unhedged derivative financial instruments - 1.1 - 1.1
Deferred consideration on acquisitions(3) 1.1 - - 1.1
Contingent consideration and put
call options on acquisitions(1) - - 133.3 133.3
1.1 169.2 133.3 303.6
1. See below table for breakdown of movement.
2. Amount relates to 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 2023 are as
follows:
(Unaudited)
GBPm
At 1 January 2022 6.1
Additions of unlisted securities 166.5
Exchange differences 2.7
At 30 June 2022 175.3
Addition of convertible bond 22.2
Addition of preference shares 72.9
Transfer to associates (3.9)
Fair value loss (8.4)
Exchange differences 4.6
At 31 December 2022 262.7
Fair value gain 5.6
( 4.4
Exchange differences )
At 30 June 2023 263.9
Other investments consist of investments in unlisted equity
securities, preference shares and convertible bonds. 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 key estimation
uncertainty involved in the calculation of the fair value of the
retained Pharma Intelligence stake. A fair value gain of GBP3.3m
has been recognised in the Condensed Consolidated Income Statement
in relation to the retained Pharma Intelligence stake for the six
months ended 30 June 2023.
18. Financial instruments (continued)
Contingent consideration and put call options on
acquisitions
(Unaudited)
GBPm
At 1 January 2022 14.7
Payment (6.3)
Exchange differences 0.9
At 30 June 2022 9.3
Acquisition of subsidiaries 126.4
Remeasurement 5.3
Payment (2.9)
Exchange differences (4.8)
At 31 December 2022 133.3
Acquisition of subsidiaries 90.4
Remeasurement (75.8)
Payment (2.2)
Exchange differences (13.6)
At 30 June 2023 132.1
Fair value of other financial instruments (unrecognised)
The group also has a number of financial instruments which are
not measured at fair value in 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 2023:
Carrying Estimated Carrying Estimated
fair value amount fair
amount 30 June 31 December value 31 December
30 June 2023 (unaudited) 2022 2022
2023 (audited) (audited)
(unaudited)
GBPm GBPm GBPm GBPm
Financial liabilities
Bond borrowings 1,858.6 1,734.6 1,901.9 1,759.1
19. Events after the Balance Sheet date
On 5 July 2023 the Group repaid the final EUR450m of the Euro
Medium Term Notes as they fell due for repayment.
On 26 July 2023, the Group agreed to acquire Canalys, a
specialist Tech research business which adds highly regarded
research expertise and a loyal, high value subscriber base.
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 as an appropriate way
to measure the Group's performance because it aids comparability to
the prior year and is also in line with the similarly adjusted
measures used by peers and therefore facilitates comparison.
The terms 'adjusted' and 'underlying' are not defined terms
under IFRSs 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. The tax effect on these items is also included. Adjusting
items are detailed in Note 5 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
28: adjusted operating profit, adjusted net finance income,
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.
-- 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 OPERATING MARGIN
The Adjusted operating margin is shown as a percentage and is
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.
EFFECTIVE TAX RATE ON ADJUSTED PROFITS FOR CONTINUING
OPERATIONS
The effective tax rate on adjusted profits is shown as a
percentage and is calculated by dividing the adjusted tax charge by
the adjusted profit before tax for continuing operations. The
effective tax rate on adjusted profits 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 purchases 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 down debt. The Financial
Review on page 14 provides a reconciliation of free cash flow to
statutory measures.
INFORMA INTEREST COVER
Debt covenants ceased to apply to all the Group's borrowing
facilities from November 2020 following the repayment of debt
subject to financial covenants. 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 18
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 17 provides
the basis of the calculation of the Informa leverage ratio.
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 16 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 15 provides the
calculation of operating cash flow conversion.
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.
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 timing of events in
the current year.
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.
CONTINUING AND DISCONTINUED OPERATIONS
Continuing Operations in H1 2022 exclude Pharma Intelligence,
Maritime Intelligence and EPFR, which were accounted for as
"Discontinued Operations". Discontinued Operations are shown in
note 9 of the Condensed Consolidated Financial Statements.
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END
IR PPUMAMUPWPWQ
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July 27, 2023 02:00 ET (06:00 GMT)
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