Informa PLC 2023 Full-Year Results Replacement
8 March 2024
This release replaces RNS 0826G
released on 08/03/2024 at 07:00. The following changes have been
made under the Dividends section: the record date has been
corrected to 7 June 2024 (from 6 June 2024 previously) and the DRIP
election date changed to 21 June 2024 (from 20 June 2024
previously)
Strong performance in
2023
Continuing momentum and growth in
2024
Informa (LSE: INF.L), the
international B2B Events, B2B Digital Services
and Academic Markets Group today published
full year results for 2023, confirming 30%+ revenue growth and
£700m+ of shareholder returns, as well an update to 2024 guidance
following a strong start to the year.
Stephen A. Carter, Group Chief Executive,
Informa PLC, said:
"Informa's final results confirm further outperformance in
2023 and continuing momentum and growth in 2024."
He added: "Strong growth in IMEA, (India,
Middle East & Africa), which is emerging as a material
geographic growth engine alongside the Americas, China, ASEAN, and
Europe, leads to updated 2024 guidance. We are expanding our
platform in B2B Digital Services through the proposed combination
with TechTarget. And we are delivering further strong shareholder
returns in 2024, including continuing dividend growth and a minimum
of £340m of in-year share buybacks."
Strong Outperformance in
2023
· 2023
Outperformance1,2:
Revenue £3,189.6m (2022: £2,262.4m), Adjusted
Operating Profit1 £853.8m (2022: £496.3m) and Free Cash
Flow1 £631.7m (2022: £417.9m), significantly ahead of
market guidance set at the start of the year;
· Strong Underlying
Growth1,2:
Underlying revenue growth of 30.4% and underlying
adjusted operating profit growth of 59.1% in 2023, including strong
growth in B2B Markets and continuing growth in Academic
Markets;
· Increasing
Operating Margin1,2:
Significant increase in adjusted operating margin
to 26.8% (2022: 21.9%), driven by strong underlying revenue growth,
operating leverage and efficient cost management; Further margin
increase targeted in 2024;
· Growing Earnings
per Share1,2:
Adjusted diluted earnings per share +86% to 45.3p
(2022: 24.4p), reflecting strong growth in adjusted earnings and
the benefit of our share buyback programme;
· Improving
Statutory Performance2: 2023 statutory revenue +41% to £3,189.6m (2022: £2,262.4m),
statutory operating profit +176% to £507.8m (2022: £184.1m), and
statutory diluted EPS +218% to 29.9p (2022: 9.4p), reflecting the
strong growth in reported revenues and profits;
· Balance Sheet
Strength: Strong free cash flow
growth and disciplined capital allocation delivers year-end
leverage of 1.4x Net Debt/EBITDA, including more than £90m of
capital expenditure and c.£550m of share buybacks.
Momentum and Growth in
2024
· Strong Q1 Trading and
Forward Visibility: More than £500m
revenue already delivered in 2024, with all businesses on track for
full year expectations, and with a further £1bn+ in subscriptions
and other forward booked revenues committed or visible;
· IMEA Growth
Engine: Expansion of our brand
portfolios in the UAE, Kingdom of Saudi Arabia, Kingdom of Bahrain,
India, Egypt and Turkey is driving strong regional growth, where
there is growing demand for B2B market access, live experiences and
specialist knowledge;
· Updated 2024 Market
Guidance: The combination of all
the above drives an increase in guidance to Reported
Revenue of
£3,450m-£3,500m,
Adjusted
Operating Profit of £950m-£970m and Free Cash Flow of £720m+ (excluding the proposed combination with TechTarget; GBP/USD
1.25);
1In this report, we refer to non-statutory measures, as
defined in the Financial Review on page 9 and Glossary on page 45.
/ 2Continuing businesses
Momentum and Growth in Growth
Acceleration Plan 2 ("GAP2")
· Live B2B
Events: Strong underlying growth in Live & On-Demand Events,
including in Pharma, Healthcare,
Technology, Aviation, Food and Beauty; Combined with targeted
inorganic expansion in 2023 and the prospective combination with
TechTarget, total B2B revenues increase to c.£3bn;
· International
expansion: Continuing organic
expansion in fast growth economies, including multiple new event
launches across IMEA, China and ASEAN in 2024;
·
New
TechTarget: Continuing progress on
prospective combination of Informa Tech's digital businesses and
US-listed TechTarget to create a leading platform in B2B Digital
Services; Initial regulatory filings completed, alongside
preparation of the Proxy Statement and the operating model for New
TechTarget, keeping us on track for completion in second half of
the year;
· Informa
Connect: Strong organic growth,
combined with portfolio additions from Tarsus, Winsight and Informa Tech Events will increase
Informa Connect's annual
revenues to $1bn+, delivering high value, content-led events and
subscription data to six growth markets (Biotech & Life Sciences, Finance, Foodservice, Anti-Aging
& Aesthetics, Lifestyle and
Technology);
·
First Party
Data: Further momentum in B2B first
party data, with IIRIS consented audience over 20m, underpinning
initiatives to enhance B2B customer experience and improve
marketing effectiveness, as well as the proposed TechTarget
combination;
·
Academic
Markets: Growing Open Research
volumes and Pay-to-Publish services at Taylor & Francis are complementing
our underlying strength in traditional Pay-to-Read publishing,
driving improving underlying revenue growth, with a step up to 4%
targeted in 2024;
Momentum and Growth in Shareholder
Returns
· Increasing
shareholder returns in 2023: More
than £700m returned through dividends and buybacks in 2023 (2022:
£550m);
·
Strong dividend
growth1: Total ordinary
dividends of 18.0p per share in 2023, +84% year-on-year;
· Expanded share
buyback programme: c.£550m of share
buybacks in 2023, taking total returns since divestment of
Intelligence portfolio to £1.15bn, with c.180m shares
cancelled;
·
Capital allocation
framework: Consistent organic
investment and strong shareholder returns combined with focused
inorganic investment, with target leverage of 1.5x to 2.5x Net
Debt/EBITDA;
·
Strong shareholder returns
in 2024: A progressive dividend and
£340m+ of in-year share buybacks (£90m year-to-date, £250m further
commitment), with the potential to increase buybacks if attractive
inorganic investment opportunities do not materialise.
Momentum and Growth in
ESG
· FasterForward on
sustainability: Continuing progress on FasterForward ESG strategy, including
the Sustainable Events Fundamentals Programme, recognised through
inclusion in Dow Jones Sustainability Index for sixth consecutive
year and AAA ESG Rating from MSCI for the first time.
1In this report, we refer to non-statutory measures, as
defined in the Financial Review on page 9 and Glossary on page
45.
Enquiries
|
|
|
Stephen A.
Carter, Group Chief Executive
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+44 (0) 20 8052 0400
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Gareth Wright, Group Finance Director
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+44 (0) 20 8052 0400
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Richard Menzies-Gow,
Director of IR & Communications
|
+44 (0) 20 8052 2787
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Tim Burt / Anthony Di
Natale - Teneo
|
+44 (0) 7583 413254 / +44 (0) 7880
715975
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|
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2023 Financial Summary - Continuing Operations
|
|
2023
|
20225
|
Reported
|
Underlying3
|
|
|
£m
|
£m
|
%
|
%
|
|
Revenue
|
3,189.6
|
2,262.4
|
41.0
|
30.4
|
|
Statutory operating
profit
|
507.8
|
184.1
|
|
|
|
Adjusted operating
profit4
|
853.8
|
496.3
|
72.0
|
59.1
|
|
Adjusted operating margin
(%)4
|
26.8
|
21.9
|
|
|
|
Statutory profit before
tax
|
492.1
|
168.8
|
|
|
|
Adjusted profit before
tax4
|
834.6
|
451.0
|
|
|
|
Statutory diluted earnings per
share (p)
|
29.9
|
9.4
|
|
|
|
Adjusted diluted earnings per
share (p)4
|
45.3
|
24.4
|
|
|
|
Free cash
flow4
|
631.7
|
417.9
|
|
|
|
Net debt/(cash) (incl. IFRS
16)4
|
1,456.4
|
244.6
|
|
|
|
Full year dividend per
share
|
18.0
|
9.8
|
|
|
|
|
|
2023 Divisional Highlights -
Continuing Operations
|
2023
|
20225
|
Reported
|
Underlying3
|
|
£m
|
£m
|
%
|
%
|
Informa Markets
|
|
|
|
|
Revenue
|
1,593.3
|
933.3
|
70.7
|
65.5
|
Statutory operating profit
(loss)
|
228.1
|
(1.0)
|
|
|
Adjusted operating
profit4
|
460.5
|
174.8
|
163.4
|
166.1
|
Adjusted operating
margin4 (%)
|
28.9
|
18.7
|
|
|
Informa Connect
|
|
|
|
|
Revenue
|
580.6
|
414.7
|
40.0
|
14.2
|
Statutory operating
profit
|
31.8
|
15.0
|
|
|
Adjusted operating
profit4
|
102.5
|
57.2
|
79.2
|
23.0
|
Adjusted operating
margin4 (%)
|
17.7
|
13.8
|
|
|
Informa Tech
|
|
|
|
|
Revenue
|
396.7
|
320.8
|
23.7
|
5.6
|
Statutory operating
profit
|
98.5
|
13.4
|
|
|
Adjusted operating
profit4
|
72.9
|
55.5
|
31.4
|
7.8
|
Adjusted operating
margin4 (%)
|
18.4
|
17.3
|
|
|
Taylor & Francis
|
|
|
|
|
Revenue
|
619.0
|
593.6
|
4.3
|
3.0
|
Statutory operating
profit
|
149.4
|
156.7
|
|
|
Adjusted operating
profit4
|
217.9
|
208.8
|
4.4
|
1.1
|
Adjusted operating
margin4 (%)
|
35.2
|
35.2
|
|
|
|
|
|
|
|
|
|
|
|
3In 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 sold businesses from the date of disposal in the
comparative period. Statutory figures exclude such adjustments.
Alternative performance measures are detailed in the
Glossary.
4In 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 7 to the Financial
Statements. Operating Cash Flow, Free Cash Flow, Net Debt and other
non-statutory measures are discussed in the Financial Review and
the Glossary.
5Re-presented for the transfer of the Aesthetic Medicine
business from Informa Markets to Informa Connect, and for a change
in central cost allocation methodology between business segments
which was revised in 2023.
Trading Outlook...Momentum and
Growth
The macro-economic environment remains varied across the
world. Ongoing conflict and geopolitical uncertainty, combined with
heightened inflation and higher interest rates, are impacting
confidence and demand in some developed markets. This is balanced
by continuing growth in other regions, where investment in
innovation and economic diversification is driving expansion and
commercial opportunities.
Informa's focus on major specialist brands, combined with our
continuing expansion in rapidly growing geographies and
structurally growing customer markets, is enabling the Group to
deliver consistently strong performances, with good forward
momentum and growth.
2024 Market Guidance: Further
strong growth in Revenues and Adjusted Operating Profit
In 2024, we are targeting high
single digit revenue growth, double-digit growth in adjusted
operating profit and a further increase in operating margin. This
reflects strong underlying growth in B2B Markets (Informa Markets, Informa Connect and Informa Tech), and
improving underlying growth in Academic Markets. We will also benefit
from a full year contribution from acquisitions made in 2023,
partially offset by lower biennial revenues, reflecting the smaller
portfolio of biennial events that traditionally run in even
years.
2024 has started strongly, with
£500m+ of Group revenues delivered and a further £1bn+ booked,
committed or visible. All businesses are on track for full year
expectations, with particular strength in IMEA, as we continue to
expand our brand portfolios in the region on the back of strong
demand for our specialist products and services.
Final outperformance in 2023 and
the strong start to 2024 leads us to update market guidance, with
an increase in Revenue, Adjusted Operating Profit and Free Cash
Flow.
Updated 2024 guidance is Group Revenue of £3,450m to
£3,500m, Group Adjusted Operating Profit £950m to £970m and Free Cash Flow of
£720m+ (excluding any effect of the
proposed combination with TechTarget; GBP/USD
1.25).
Informa
Markets…Transaction-led Live &
On-Demand B2B Events
In an increasingly digital world,
underlying demand for high quality live experiences continues to
grow. This was evident in the pace and rate of return of our
transaction-led live event brands in 2022 and 2023 and it is
reflected in strong forward bookings and customer commitments in
2024.
We have built a portfolio of world
class specialist brands to meet this growing demand, providing
unique access to 20+ specialist markets and powerful platforms for
buyers and sellers to trade. This makes them must-attend events for
customers and key drivers of innovation and growth in those
markets.
The strength of this portfolio is
delivering further strong growth in 2024, with first quarter
trading giving us confidence in our full year target for high
single digit underlying growth and further improvement in adjusted
operating margins.
In recent years we have invested
significantly in technology and data to enhance our products and
the value they create for exhibitors and attendees, including
through customer experience, targeted matchmaking and lead
qualification. This is enabling us to improve average yields and
drive value growth across the portfolio, with a strong pipeline of
further enhancements over the next few years.
At the same time, we are
delivering volume growth, both from established brands, as more
companies seek access to markets and deeper B2B relationships, and
through the launch of new brands.
In 2024, across the five regions
where we have built international platforms (IMEA, ASEAN, China,
Americas and Europe), we are planning to launch around 20 new or
geo-adapted events. The majority are in the rapidly growing
economies of China, the United Arab Emirates, the Kingdom of Saudi
Arabia and Indonesia, where there is strong demand for specialist
knowledge, B2B connections and live experiences.
Informa
Connect…Content-led Live & On-Demand
B2B Events
Informa Connect is a market
leader in content-led live and on-demand experiences, specialist
content and accredited training. Across six growth markets
(Biotech
& Life Sciences, Finance, Foodservice, Anti-Aging &
Aesthetics, Lifestyle and Technology), we operate more than 400 specialist live and on-demand
brands, as well as three growing subscription data businesses in
Finance
(Curinos,
IGM, Zephyr).
The strength of these brands and
market positions is delivering further momentum and growth in 2024,
with first quarter trading underpinning our full year target for
high single digit underlying revenue growth and further improvement
in adjusted operating margin.
The rich content and depth of
connectivity that characterises Informa Connects' events is
providing valuable insights into customer preferences. Through the
IIRIS analytics platform, we are collecting detailed firmographic
and behavioural data which is increasingly being used to deliver
value-added products eg Lead
Insights, an end-to-end lead generation platform. This
platform provides event sponsors and exhibitors with near real-time
access to leads that can be scored, ranked, segmented, enriched and
then used in targeting campaigns launched and tracked directly from
the platform. It significantly enhances the value customers can
derive from our events.
The scale and reach of Informa
Connect has increased significantly in recent years. Strong
underlying growth, combined with the addition of brands from
Tarsus, Winsight,
Informa Markets (the
Anti-Aging and Aesthetics portfolio) and, post the proposed
TechTarget
combination6, the Informa Tech events portfolio, will
take Informa Connect's
annual revenues to over $1bn, with more than 70% delivered in the
US.
This expanded portfolio includes a
range of marquee brands, which are the annual convening place for their
industry, providing unique access to high value networking, cutting
edge content and live experiences. These are major growth engines
deeply embedded within their markets, with the expanded
Informa Connect's Top 50
brands delivering c.60% of event revenue.
Informa Tech…B2B Digital Services
Informa Tech is performing to plan
in 2024, with first quarter trading delivering strong subscription
renewals in Specialist
Research (Omdia,
Canalys), further stabilisation in Media & Demand Generation and
continuing momentum in Live
Events, with the following major live brands running in
March (LEAP, Enterprise Connect, GDC).
In January, we announced the
proposed combination of Informa
Tech's digital businesses (Industry Dive, Omdia, Canalys,
NetLine and the
Digital Media Brands) with
US-listed TechTarget. New
TechTarget, which will be headquartered and listed in the US, will
accelerate Informa's ambition in B2B Digital Services, creating a
leading platform in B2B Data and Market Access, with forecasted
annual sales of c.$500m.
The procedural elements of the
combination are progressing to plan as we prepare the Informa Tech businesses to be combined
with TechTarget, including filing Hart-Scott Rodino documents and
preparing the Proxy Statement and other regulatory
documents.
A Combination Director has been
appointed and work on the operating model for New TechTarget is
well advanced, building on the due diligence completed
pre-announcement.
The response to the announcement
from key stakeholders (customers, colleagues, shareholders) has
been encouraging, recognising the opportunities the combination
will create and benefits the enlarged business can bring to
expanded data access, end-to-end product capability and product
development.
We remain on track to complete in
the second half of the year.
Taylor &
Francis…Specialist Academic Research,
Advanced Learning and Open Research
The market for specialist
knowledge remains strong, underpinned by international growth in
higher education and professional qualifications, and state-level
investment in research and innovation. This is increasing the
number of researchers and volume of research output globally,
fuelling demand for specialist verification, indexation and
distribution services.
This plays to the strengths of
Taylor & Francis, with its portfolio of specialist publishing
brands (Routledge, CRC Press, F1000), and growing portfolio of
subject-specific academic content (c.2,700 journals, 140k+ annual
articles, 170k+ reference titles). In 2024, this is delivering good
momentum as we look to accelerate underlying growth from 3% to 4%
this year.
6 Subject to majority shareholder approval and customary
regulatory clearances
This growth acceleration reflects
recent GAP2 investments, which have expanded the range of services
we offer to authors, institutions and funders, developing more
flexible Pay-to-Publish
Open Research platforms alongside our traditional Pay-to-Read publishing services. This
is enabling us to address broader audiences, target additional
budgets and capture more value.
At the heart of our expansion in
Open Research is the increasing use of technology and artificial
intelligence to drive efficiencies in editorial and production,
leading to improving article acceptance rates and reduced
processing times. We are also seeing a flight to quality in the
market, as researchers put greater emphasis on verification and
authentication as well as speed to market, and this is playing to
our advantage.
In the traditional Pay-to-Read area of the business, we
are continuing to deliver strong subscription renewals and further
traction in Read and Publish agreements with libraries and
consortia. We have a strong pipeline for published article volumes,
underpinning the long-term value of our subscription journal
portfolio.
In Advanced Learning, we continue to
invest in our front list, commissioning in under-served subject
areas, with a focus on publishing more premium titles. We are also
deploying technology across our backlist of 170k titles, using
artificial intelligence to synthesise content into new formats and
derivative products.
New Informa Group PLC: Focus,
Scale and Growth
The strong performance of our
businesses over recent years, combined with the benefit of
inorganic investments, including the proposed combination with
TechTarget, strengthens Informa's operating model:
1In this report we refer to non-statutory measures, as defined
in the Financial Review on page 9 and Glossary on page
45.
Momentum and Growth in Shareholder
Returns and ESG
Further strong shareholder returns
in 2024
A core strength and attraction of
Informa is the cash generative nature of our business, with a high
conversion of operating profit into operating cash flow, and with
relatively low capital expenditure requirements.
With the business back to a more
normalised trading backdrop and delivering consistent growth and
expansion, we are generating significant cashflows, with £720m+ of
free cash flow forecast in 2024, up from £632m in 2023 and in line
with the free cashflow generated in 2019.
Balance sheet strength
As part of GAP2, we increased our
portfolio focus, divesting Informa Intelligence for c.£2.5bn (at an
average multiple of c.28x EV/EBITDA). Around £1.15bn of this
capital has been returned to shareholders via share buybacks and we
have also reinvested capital into the additions of Tarsus, Winsight and HIMSS, amongst others (average
post-synergy multiple of c.9x EV/EBITDA).
We have significant balance sheet
strength, with 2023 year-end leverage at 1.4x.
In addition, our debt is funded
through covenant free bonds with fixed coupon rates, meaning recent
interest rate rises are not immediately impacting interest costs.
We also have no major near-term maturities to manage, with the
first debt refinancing due in October 2025 (€700m), having extended
our £1,050m Revolving Credit Facility last year.
Capital Allocation - Momentum and
growth in Dividends and Share Buybacks
The strength of our balance sheet
and scale of cash generation puts us in a strong position, with the
ability to reinvest in our business organically and inorganically,
whilst delivering strong shareholder returns.
Our approach to capital allocation
is as follows:
· Consistent organic investment in the business, typically in
the range of 3-5% of Group revenue (c.£100-175m per
annum);
· Progressive ordinary dividends (c.£250m per
annum);
· A
blend of annual share buybacks and inorganic investment, which will
be flexed depending on available opportunities and potential
returns, with a higher level of buybacks possible if attractive
portfolio additions do not materialise and/or share buybacks are
viewed as a better use of capital;
· Target Group leverage is within the range of 1.5x to 2.5x Net
Debt/EBITDA.
In 2024, the minimum level of
in-year share buybacks will be £340m, reflecting £90m+ already
completed this year and a further commitment of £250m. This
commitment could be increased further through the year, depending
on the availability of attractive inorganic opportunities and Group
leverage meeting our thresholds.
Further embedded value through
retained investments
Our financial strength is further
underpinned by a series of valuable strategic investments that are
not fully consolidated in our accounts. These provide the group
with market access, market intelligence and technology, as well as
a potential source of significant future capital if and when value
is realised.
Brand
|
Category
|
Equity Interest
|
Norstella
|
Pharma intelligence
|
6.7%
|
Lloyd's List Maritime
|
Maritime intelligence
|
20.0%
|
Founder's Forum
|
Live & On-Demand B2B
Events
|
22.3%
|
Independent Television
News
|
Creative Content
Production
|
20.0%
|
PA Media Group
|
Specialist Media and News
Services
|
18.2%
|
BolognaFiere
|
Live & On-Demand B2B
Events
|
13.5%
|
Bridge Events
Technologies
|
On-Demand Event
Technology
|
14.9%
|
ESG momentum and growth through
FasterForward
Informa remains committed to
becoming an ever more sustainable business, including a long-term
goal to become net zero carbon and net zero waste by
2030.
Our approach to deliver this is
encapsulated within our FasterForward strategy, which includes
a series of commitments to reduce Informa's carbon and waste
footprint (Faster to Zero),
to embed content within all our brands to help accelerate
sustainability in our customer markets (Sustainability Inside), and to multiply
the positive impact we have on disconnected communities
(Impact
Multiplier).
These commitments are
operationalised across Informa through a series of programmes and
initiatives which help to embed group-wide practices, such as the
transition to renewable energy, educate and influence suppliers and
partners, and provide direct support to individual teams on
improving their approach to doing business in a sustainable
way.
The most important of these is the
Sustainable Event Fundamentals
Programme, which requires events teams globally to accept,
adopt and embed operating structures and activities that directly
improve the impact of each individual brand, with major emphasis on
carbon and waste reduction (e.g. Reusable stands, renewable
electricity, carbon reduction, travel efficiency etc), as well as
embedding sustainability content inside our brands and enhancing
our economic and social impact on our host cities.
Over the next three years,
increasing the number of events accredited to our Fundamentals
standard across the Group is critical to meeting our long-term ESG
targets.
Standards and recognition as a
sustainability leader
Progress on FasterForward has seen
Informa gain certification as a CarbonNeutral® Company
for the last four years and independently
verified Science-Based
Targets. In addition, at a product level, in Academic
Markets we are certified for CarbonNeutral® Publications
and in B2B Markets, a number of our brands have
been certified as CarbonNeutral® Events.
Independently rated sustainability
indices and surveys also continue to recognise our progress,
including the gold standard Dow Jones Sustainability Index, where
Informa ranked in the Top 1% of the Media Sector globally in 2023,
and in the MSCI ESG
Ratings where we received a AAA ranking for the first
time.
Financial Review
Income Statement
Informa delivered a strong set of
results for the year ended 31 December 2023, including over 30%
underlying revenue growth and c. 60% underlying adjusted operating
profit growth. This reflected strong trading performances in both
B2B Markets (Informa Markets, Informa Connect and
Informa Tech) and Academic Markets (Taylor & Francis) buoyed by
the full return of live events around the world, further
international expansion and the continuing benefits of our GAP 2
strategy.
|
Adjusted
results
2023
|
Adjusting items
2023
|
Statutory results
2023
|
Adjusted
results
2022
|
Adjusting items
2022
|
Statutory results
2022
|
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
Continuing operations
|
|
|
|
|
|
|
Revenue
|
3,189.6
|
-
|
3,189.6
|
2,262.4
|
-
|
2,262.4
|
Operating profit/(loss)
|
853.8
|
(346.0)
|
507.8
|
496.3
|
(312.2)
|
184.1
|
Fair value gain / (loss) on
investments
|
-
|
1.3
|
1.3
|
-
|
(0.9)
|
(0.9)
|
Profit on disposal of subsidiaries
and operations
|
-
|
3.0
|
3.0
|
-
|
11.6
|
11.6
|
Distributions received from
investments
|
-
|
-
|
-
|
-
|
20.6
|
20.6
|
Net finance costs
|
(19.2)
|
(0.8)
|
(20.0)
|
(45.3)
|
(1.3)
|
(46.6)
|
Profit/(loss) before tax
|
834.6
|
(342.5)
|
492.1
|
451.0
|
(282.2)
|
168.8
|
Tax (charge)/credit
|
(156.4)
|
127.0
|
(29.4)
|
(81.2)
|
54.5
|
(26.7)
|
Profit/(loss) for the year from
continuing operations
|
678.2
|
(215.5)
|
462.7
|
369.8
|
(227.7)
|
142.1
|
Discontinued operations
|
|
|
|
|
|
|
Profit for the year from
discontinued operations
|
-
|
-
|
-
|
29.5
|
1,463.7
|
1,493.2
|
Profit/(loss) for the
year
|
678.2
|
(215.5)
|
462.7
|
399.3
|
1,236.0
|
1,635.3
|
Adjusted operating margin from
continuing operations
|
26.8%
|
|
|
21.9%
|
|
|
Adjusted diluted and statutory
diluted EPS from continuing operations
|
45.3p
|
|
29.9p
|
24.4p
|
|
9.4p
|
Financial Results
Our performance includes a 41.0%
increase in revenue from continuing operations to £3,189.6m, and a
30.4% increase on an underlying basis. Every division delivered
underlying revenue growth in the year. The Group reported a
statutory operating profit of £507.8m in 2023, compared with a
statutory operating profit of £184.1m for the year ended 31
December 2022, on a continuing basis. The growth in 2023 results
reflected strong trading performance across all regions, including
China, where demand returned rapidly following the re-opening of
the market. Adjusted operating profit from continuing operations
was £853.8m, growing 59.1% year-on-year on an underlying basis,
again with growth delivered in all our divisions.
Statutory net finance costs
reduced by £26.6m to £20.0m, with adjusted net finance costs
reducing by £26.1m to £19.2m. This reflected additional interest
earned on higher cash balances following the Informa Intelligence
divestment in 2022, and higher average interest rates, as well as
lower interest costs following the repayment of a Euro Medium Term
Note (EMTN) in July 2023.
The combination of all these
factors led to a statutory profit before tax from continuing
operations of £492.1m in 2023, compared with a statutory profit
before tax of £168.8m in the year ended 31 December 2022. The
profit in the year led to a statutory tax charge of £29.4m in 2023
compared to a tax charge of £26.7m in the prior year.
This profit outcome translated
into a statutory diluted earnings per share for continuing
operations of 29.9p compared to 9.4p for the prior year, with the
improvement reflecting growth in profits as well as a lower number
of shares in issue following the share buyback programme. Adjusted
diluted EPS from continuing operations grew to 45.3p from 24.4p in
the prior year, an increase of 85.7%.
Measurement and
Adjustments
In addition to statutory results,
adjusted results are prepared for the Income Statement. These
include adjusted operating profit, adjusted diluted earnings per
share and other underlying measures. A full definition of these
metrics can be found in the Glossary of terms on page 45. The
divisional table on page 11 provides a reconciliation between
statutory operating profit and adjusted operating profit by
division.
Underlying revenue and adjusted
operating profit growth on an underlying basis are reconciled to
statutory growth in the table below:
|
Underlying growth
|
Phasing
and other items
|
Acquisitions and disposals
|
Currency
change
|
Reported
growth
|
2023 continuing
operations:
|
|
|
|
|
|
Revenue
|
30.4%
|
(1.3%)
|
13.3%
|
(1.4%)
|
41.0%
|
Adjusted operating profit
|
59.1%
|
(4.0%)
|
16.7%
|
0.2%
|
72.0%
|
2022 continuing
operations:
|
|
|
|
|
|
Revenue
|
31.4%
|
(0.3%)
|
2.1%
|
9.7%
|
42.9%
|
Adjusted operating profit
|
47.0%
|
0.5%
|
(1.6%)
|
12.6%
|
58.5%
|
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 £346.0m
(2022: £312.2m). The increase in adjusting items is primarily due
to increased amortisation arising from the acquisitions made in the
period and the associated costs of acquisition and integration.
This is offset by a net fair value gain from the remeasurement of
contingent consideration.
|
2023
|
2022
|
|
£m
|
£m
|
Continuing operations
|
|
|
Intangible amortisation and
impairment
|
|
|
Intangible asset
amortisation1
|
312.8
|
275.3
|
Impairment - acquisition-related
and other intangible assets
|
25.1
|
6.9
|
Reversal of impairment - IFRS 16
right of use assets
|
(0.6)
|
(0.1)
|
Reversal of impairment - property
and equipment
|
-
|
(0.7)
|
Acquisition costs
|
53.3
|
11.8
|
Integration costs
|
19.7
|
10.2
|
Restructuring and reorganisation
costs
|
11.0
|
(1.6)
|
Onerous contracts associated with
COVID-19
|
-
|
4.7
|
Fair value gain on contingent
consideration
|
(87.6)
|
-
|
Fair value loss on contingent
consideration
|
12.0
|
5.7
|
Foreign exchange loss on swap
settlement
|
5.6
|
-
|
Credit in respect of unallocated
cash
|
(5.3)
|
-
|
Adjusting items in operating profit
from continuing operations
|
346.0
|
312.2
|
Fair value (gain) / loss on
investments
|
(1.3)
|
0.9
|
Profit on disposal of subsidiaries
and operations
|
(3.0)
|
(11.6)
|
Distributions from
investments
|
-
|
(20.6)
|
Finance costs
|
0.8
|
1.3
|
Adjusting items in profit before tax
from continuing operations
|
342.5
|
282.2
|
Tax related to adjusting
items
|
(127.0)
|
(54.5)
|
Adjusting items in profit for the
year from continuing operations
|
215.5
|
227.7
|
1Excludes intangible product development and software
amortisation of £41.1m (2022: £35.2m).
Intangible amortisation on
continuing operations of £312.8m (2022: £275.3m) 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 £53.3m (2022:
£11.8m) principally relate to the acquisitions of Tarsus and
Winsight, which both completed in FY23, and the proposed
combination of the digital businesses of Informa Tech with
TechTarget which was announced on 10 January 2024.
The table below shows the results
and adjusting items by division for continuing operations,
highlighting strong growth in the B2B Markets businesses, supported
by another strong performance by Taylor & Francis.
|
Informa
Markets
|
Informa
Tech
|
Informa
Connect
|
Taylor &
Francis
|
Group
|
|
£m
|
£m
|
£m
|
£m
|
£m
|
Revenue from continuing
operations
|
1,593.3
|
396.7
|
580.6
|
619.0
|
3,189.6
|
Underlying revenue growth
|
65.5%
|
5.6%
|
14.2%
|
3.0%
|
30.4%
|
Statutory operating profit from
continuing operations
|
228.1
|
98.5
|
31.8
|
149.4
|
507.8
|
Add back:
|
|
|
|
|
|
Intangible asset
amortisation1
|
179.0
|
37.5
|
43.4
|
52.9
|
312.8
|
Impairment - acquisition-related and
other intangibles
|
24.5
|
0.3
|
0.3
|
-
|
25.1
|
Impairment / (reversal of
impairment) - IFRS 16 right of use assets
|
(0.1)
|
0.3
|
(0.8)
|
-
|
(0.6)
|
Acquisition costs
|
15.7
|
17.0
|
19.7
|
0.9
|
53.3
|
Integration costs
|
8.3
|
2.9
|
8.5
|
-
|
19.7
|
Restructuring and reorganisation
costs
|
(1.8)
|
(1.1)
|
0.5
|
13.4
|
11.0
|
Fair value (gain)/loss on contingent
consideration
|
7.3
|
(82.4)
|
(0.7)
|
0.2
|
(75.6)
|
Foreign exchange loss on swap
settlement
|
2.8
|
0.7
|
1.0
|
1.1
|
5.6
|
Credit in respect of unallocated
cash
|
(3.3)
|
(0.8)
|
(1.2)
|
-
|
(5.3)
|
Adjusted operating profit from
continuing operations
|
460.5
|
72.9
|
102.5
|
217.9
|
853.8
|
Underlying adjusted operating profit
growth
|
166.1%
|
7.8%
|
23.0%
|
1.1%
|
59.1%
|
1Intangible asset amortisation is in respect of acquired
intangibles and excludes amortisation of software and product
development of £41.1m (2022: £35.2m)
Adjusted Net Finance
Costs
Adjusted net finance costs from
continuing operations, which consists of interest costs on our
corporate bond borrowings and loans, partially offset by interest
income on bank deposits, decreased by £26.1m to £19.2m. The
decrease primarily relates to higher interest income from higher
interest rates on increased cash balances that resulted from strong
free cash flow generation and the cash proceeds from the divestment
of Informa Intelligence assets in 2022. Additionally, interest
costs decreased following the repayment of an EMTN in July
2023.
The reconciliation of adjusted net
finance costs to the statutory finance costs and finance income is
as follows:
|
2023
|
2022
|
|
£m
|
£m
|
Finance income
|
(47.4)
|
(27.5)
|
Finance costs
|
67.4
|
74.1
|
Statutory net finance
costs
|
20.0
|
46.6
|
Add back: adjusting items relating
to finance costs
|
(0.8)
|
(1.3)
|
Adjusted net finance
costs
|
19.2
|
45.3
|
Taxation
Approach to tax
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 tax-payers and society at large. We
aim to comply with tax laws and regulations everywhere the Group
does business and Informa has open and constructive working
relationships with tax authorities worldwide. Our approach balances
the interests of stakeholders including shareholders, governments,
colleagues and the communities in which we operate.
The Group's adjusted effective tax
rate (as defined in the Glossary) reflects the blend of tax rates
and profits in the jurisdictions in which we operate. In 2023, the
adjusted effective tax rate for continuing operations was 18.7%
(2022: 18.0%).
The calculation of the adjusted
effective tax rate for continuing operations is as
follows:
|
2023
|
2022
|
|
£m
|
£m
|
Adjusted tax charge for continuing
operations
|
156.4
|
81.2
|
Adjusted profit before tax for
continuing operations
|
834.6
|
451.0
|
Adjusted effective tax rate for
continuing operations
|
18.7%
|
18.0%
|
Tax payments
During 2023, the Group paid
£112.4m (2022: £71.7m) of corporation tax and similar taxes in
relation to continuing operations, with the year-on-year increase
reflecting the higher profit before tax reported in the
year.
A breakdown of the main
geographies in which the Group paid tax is as follows:
|
2023
|
2022
|
|
£m
|
£m
|
UK
|
20.4
|
6.9
|
Continental Europe
|
19.8
|
18.8
|
US
|
37.4
|
32.0
|
China
|
19.0
|
9.0
|
Rest of world
|
15.8
|
5.0
|
Total
|
112.4
|
71.7
|
The reconciliation of the adjusted
tax charge to cash taxes paid is as follows:
|
2023
|
2022
|
|
£m
|
£m
|
Adjusted tax charge
|
156.4
|
81.2
|
Movement in deferred tax including
tax losses
|
(54.2)
|
(18.8)
|
Net current tax credits in respect
of adjusting items
|
(27.9)
|
(9.0)
|
Movement in provisions for uncertain
tax positions
|
11.6
|
(6.5)
|
Taxes paid in different year to
charged
|
26.5
|
24.8
|
Taxes paid per statutory cash
flow
|
112.4
|
71.7
|
At the end of 2023, the recognised
deferred tax assets relating to US and UK tax losses were £37.6m
(2022: £20.0m) and £9.8m (2022: £29.7m) respectively. These are
expected to be utilised against future taxable profits.
Goodwill is not amortised as it is
subject to impairment reviews, and as a result there is no charge
to adjusting items for goodwill amortisation. However, there can be
an allowable tax benefit for certain goodwill amortisation in the
US and elsewhere. Where this benefit arises, it reduces the tax
charge on adjusted profits.
The amortisation of intangible
assets is considered an adjusting item. The £12.6m (2022: £10.7m)
of current tax credits taken in respect of the amortisation of
intangible assets is therefore also treated as an adjusting item
and included in the tax credits in respect of adjusting
items.
Tax contribution
The Group's total tax
contribution, from continuing and discontinued operations, which
comprises all material taxes paid to, and collected, on behalf of
governments globally was £510.3m in 2023 (2022: £590.7m). The
geographic split of taxes paid by our businesses was as
follows:
|
UK
|
US
|
Other
|
Total
|
|
£m
|
£m
|
£m
|
£m
|
Profit taxes borne
|
20.4
|
37.4
|
54.6
|
112.4
|
Employment taxes borne
|
30.8
|
28.0
|
16.7
|
75.5
|
Other taxes
|
4.0
|
0.3
|
1.9
|
6.2
|
Total
|
55.2
|
65.7
|
73.2
|
194.1
|
In addition to the above, in 2023
we collected taxes on behalf of governments (e.g. employee taxes
and sales taxes) amounting to £316.2m (2022: £239.0m).
Earnings Per Share
Adjusted diluted EPS from
continuing operations was 85.7% higher at 45.3p (2022: 24.4p),
largely reflecting higher adjusted earnings of £635.1m (2022:
£356.5m) together with a 4.2% decrease in the weighted average
number of shares following the share buybacks completed during the
year.
An analysis of adjusted diluted
EPS and statutory diluted EPS is as follows:
|
2023
|
2022
|
|
£m
|
£m
|
Statutory earnings for the year from
continuing operations
|
419.0
|
138.3
|
Add back: Adjusting items in
profit/loss for the year
|
215.5
|
227.7
|
Adjusted earnings for the year from
continuing operations
|
634.5
|
366.0
|
Non-controlling interests relating
to adjusted profit
|
0.6
|
(9.5)
|
Adjusted earnings from continuing
operations
|
635.1
|
356.5
|
Weighted average number of shares
used in adjusted diluted EPS (m)
|
1,402.7
|
1,464.3
|
Adjusted diluted EPS (p) from
continuing operations
|
45.3p
|
24.4p
|
|
2023
|
2022
|
|
£m
|
£m
|
Statutory profit for the year from
continuing operations
|
462.7
|
142.1
|
Non-controlling interests
|
(43.7)
|
(3.8)
|
Statutory earnings from continuing
operations
|
419.0
|
138.3
|
Weighted average number of shares
used in diluted EPS (m)
|
1,402.7
|
1,464.3
|
Statutory diluted EPS (p) from
continuing operations
|
29.9p
|
9.4p
|
Dividends
The Group resumed dividend
payments in 2022 and in 2023 the dividend was increased
significantly to reflect the strong growth in Group earnings. Going
forward, the Group will look to continue progressively growing
dividends to strike a balance between rewarding shareholders and
retaining the financial strength and flexibility to invest in the
business and pursue growth opportunities.
An interim dividend of 5.8p per
share (2022: 3.0p per share) was paid on 15 September 2023.
The total amount paid in 2023 relating to the final dividend for
2022 and interim dividend for 2023 was £176.6m (2022: £43.3m). The
Board has recommended a final dividend of 12.2p per share for FY23
(2022: 6.8p per share). The final dividend is scheduled to be paid
on 12 July 2024 to ordinary shareholders registered at the close of
business on 7 June 2024. This will result in total dividends for
the year of 18.0p per share (2022: 9.8p per share). The Dividend
Reinvestment Plan (DRIP) will be available for the final dividend
and the last date for receipt of elections for the DRIP will be 21
June 2024.
Dividend cover (see Glossary of
Terms for definition) was 2.5 times (2022: 2.5 times), being
adjusted diluted EPS on continuing operations of 45.3p (2022:
24.4p) divided by total dividends per share of 18.0p (2022: 9.8p
pence). Our dividend pay-out ratio was 40%, being total dividends
per share of 18.0p divided by adjusted diluted EPS on continuing
operations of 45.3p.
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 costs 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 2023 across our continuing
operations approximately 62% (2022: 65%) of Group revenue was
received in USD or currencies pegged to USD, with 8% (2022: 8%)
received in Euro and 9% (2022: 1%) in Chinese renminbi.
Similarly, on continuing
operations we incurred approximately 54% (2022: 54%) of our costs
in USD or currencies pegged to USD, with 4% (2022: 3%) in Euro and
7% (2022: 3%) in Chinese renminbi.
For continuing operations, each
one cent ($0.01) movement in the USD to GBP exchange rate has a
circa £16m (2022: circa £13m) impact on annual revenue, and a circa
£6m (2022: circa £5m) impact on annual adjusted operating
profit.
The following rates versus GBP
were applied during the year:
|
2023
|
2022
|
|
Closing
rate
|
Average
rate
|
Closing
rate
|
Average
rate
|
US Dollar
|
1.27
|
1.24
|
1.21
|
1.24
|
Chinese Renminbi
|
9.05
|
8.82
|
8.34
|
8.30
|
Euro
|
1.15
|
1.15
|
1.13
|
1.17
|
Free Cashflow
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.
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.
|
2023
|
2022
|
|
£m
|
£m
|
Statutory operating
profit
|
507.8
|
184.1
|
Add back: Adjusting items
|
346.0
|
312.2
|
Adjusted operating profit
|
853.8
|
496.3
|
Depreciation of property and
equipment
|
13.5
|
11.7
|
Depreciation of right of use
assets
|
26.3
|
24.8
|
Software and product development
amortisation
|
41.1
|
35.2
|
Share-based payments
|
20.8
|
17.5
|
Loss on disposal of other
assets
|
2.4
|
0.3
|
Adjusted share of joint venture and
associate results
|
(5.8)
|
(2.1)
|
Adjusted
EBITDA1
|
952.1
|
583.7
|
Net capital expenditure
|
(93.8)
|
(67.5)
|
Working capital
movement2
|
(55.2)
|
65.3
|
Pension deficit
contributions
|
(3.5)
|
(6.9)
|
Operating cash flow
|
799.6
|
574.6
|
Restructuring and
reorganisation
|
(15.4)
|
(14.1)
|
Onerous contracts associated with
COVID-19
|
(0.9)
|
(5.5)
|
Net interest
|
(39.2)
|
(65.4)
|
Taxation
|
(112.4)
|
(71.7)
|
Free cash flow from continuing
operations
|
631.7
|
417.9
|
Free cash flow from discontinued
operations
|
-
|
48.5
|
Free cash flow
|
631.7
|
466.4
|
1Adjusted EBITDA represents adjusted operating profit before
interest, tax, and non-cash items including depreciation and
amortisation.
2Working 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.
FCF from continuing
operations was £213.8m higher than 2022 principally due to the
£357.5m higher adjusted operating profit and a reduction of £26.2m
in net interest paid, which was partly offset by an increase in
cash tax of £40.7m, an increase in capex investment of £26.3m and
working capital outflows of £55.2m in the year (2022: £65.3m
inflows). The calculation of OCF conversion and FCF
conversion is as follows:
|
Operating cash flow conversion
|
Free
cash flow conversion
|
|
2023
|
2022
|
2023
|
2022
|
|
£m
|
£m
|
£m
|
£m
|
Operating / free cash flow from
continuing operations
|
799.6
|
574.6
|
631.7
|
417.9
|
Adjusted operating profit from
continuing operations
|
853.8
|
496.3
|
853.8
|
496.3
|
Operating / free cash flow
conversion from continuing operations
|
93.7%
|
115.8%
|
74.0%
|
84.2%
|
Net capital expenditure from
continuing operations increased to £93.8m (2022: £67.5m) reflecting
continuing GAP 2 investments and other capital expenditure. This
investment was equivalent to 2.9% of 2023 continuing revenue (2022:
3.0%).
Net cash interest payments of
£39.2m were £26.2m lower than the prior year, largely reflecting
interest income on the Group's increased cash balances following
the divestment of the Informa Intelligence portfolio in 2022, some
of which has since been reinvested in targeted acquisitions such as
Tarsus and Winsight.
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:
|
2023
Continuing
|
2022
Continuing
|
|
£m
|
£m
|
Net cash inflow from operating
activities for continuing operations per statutory cash
flow
|
620.2
|
397.2
|
Interest received
|
47.9
|
25.7
|
Purchase of property and
equipment
|
(27.5)
|
(14.5)
|
Purchase of intangible software
assets
|
(55.1)
|
(37.9)
|
Product development cost
additions
|
(11.2)
|
(15.1)
|
Add back: Acquisition and
integration costs paid
|
57.4
|
18.2
|
Add back: Additional pension
payment
|
-
|
16.1
|
Add back: Pension payment into
escrow
|
-
|
28.2
|
Free cash flow from continuing
operations
|
631.7
|
417.9
|
Net cash from operating activities
for continuing operations increased by £223.0m to £620.2m,
principally driven by the increase in adjusted profit in the year,
partly offset by a working capital outflow of £55.2m, which
compared to a £65.3m inflow in 2022. The working capital
outflow in 2023 reflected the recognition of revenue for events
where the cash collections had been received before 2023, but the
events were postponed until 2023 because of COVID-19. This was
particularly relevant for 2023 events in
China.
The following table reconciles
cash generated by operations for continuing operations, as shown in
the Consolidated Cash Flow Statement to OCF from continuing
operations shown in the FCF table above:
|
2023
Continuing
|
2022
Continuing
|
|
£m
|
£m
|
Cash generated by operations for
continuing operations per statutory cash flow
|
819.7
|
560.0
|
Capital expenditure paid
|
(93.8)
|
(67.5)
|
Add back: Acquisition and
integration costs paid
|
57.4
|
18.2
|
Add back: Restructuring and
reorganisation costs paid
|
15.4
|
14.1
|
Add back: Additional pension
payment
|
-
|
16.1
|
Add back: Pension payment into
escrow
|
-
|
28.2
|
Add back: Onerous contracts
associated with COVID-19
|
0.9
|
5.5
|
Operating cash flow from continuing
operations
|
799.6
|
574.6
|
The following table reconciles
free cash flow from continuing and discontinued operations to net
funds flow and net debt, with net debt increasing by £1,211.8m to
£1,456.4m during the year.
|
2023
|
2022
|
|
£m
|
£m
|
Free cash flow from continuing and
discontinued operations1
|
631.7
|
466.4
|
Acquisitions
|
(1,125.1)
|
(405.3)
|
Disposals
|
(16.0)
|
1,896.8
|
Additional pension
payment
|
-
|
(16.1)
|
Pension payment into
escrow
|
-
|
(28.2)
|
Repayment of acquired
debt
|
443.9
|
36.6
|
Dividends paid to
shareholders
|
(176.6)
|
(43.3)
|
Dividends paid to non-controlling
interests
|
(16.0)
|
(9.5)
|
Dividends received from
investments
|
1.4
|
1.8
|
Distributions received from
investments
|
-
|
20.6
|
Purchase of own shares through share
buyback
|
(548.0)
|
(513.3)
|
Purchase of shares for
Trust
|
(4.8)
|
(3.3)
|
Net funds flow
|
(809.5)
|
1,403.2
|
Non-cash movements excluding
acquired debt
|
76.0
|
(133.0)
|
Foreign exchange
|
2.7
|
(31.8)
|
Net finance lease additions in the
year
|
(37.1)
|
(11.8)
|
Net debt at 1 January
|
(244.6)
|
(1,434.6)
|
Acquired debt
|
(443.9)
|
(36.6)
|
Net debt
|
(1,456.4)
|
(244.6)
|
1Includes free cash flow for discontinued operations of £48.5m
for 2022
Financing and Leverage
Net debt increased by £1,211.8m in
the year to £1,456.4m (2022: £244.6m). This was largely due to the
addition of a number of businesses during the year, as well as the
growth in dividends and ongoing share buyback programme, all of
which were partially offset by strong growth in free cash
flow.
The Group retains significant
available liquidity, with unutilised committed financing facilities
available to the Group of £1,097.1m (31 December 2022: £1,099.9m).
Combined with £389.3m of cash (2022: £2,125.8m), the available
group level liquidity at 31 December 2023 was £1,486.4m (31
December 2022: £3,225.7m).
The average debt maturity on our
drawn borrowings is currently 2.7 years (31 December 2022: 3.1
years). Following the EUR EMTN of GBP equivalent €450.0m (£386.0m)
which matured in July 2023, there are no significant maturities
until October 2025.
|
2023
|
2022
|
Net debt and committed
facilities
|
£m
|
£m
|
Cash and cash equivalents
|
(389.3)
|
(2,125.8)
|
Bond borrowings
|
1,492.6
|
1,910.7
|
Bond borrowing fees
|
(6.2)
|
(8.8)
|
Bank borrowings
|
30.4
|
41.3
|
Bank borrowing fees
|
(2.3)
|
(2.4)
|
Derivative assets associated with
borrowings
|
-
|
(2.2)
|
Derivative liabilities associated
with borrowings
|
77.9
|
168.1
|
Net debt/(cash) before
leases
|
1,203.1
|
(19.1)
|
Lease liabilities
|
263.8
|
270.4
|
Finance lease receivables
|
(10.5)
|
(6.7)
|
Net debt
|
1,456.4
|
244.6
|
|
|
|
Borrowings (excluding derivatives,
leases, fees & overdrafts)
|
1,523.0
|
1,952.0
|
Unutilised committed facilities
(undrawn revolving credit facility)
|
1,050.0
|
1,050.0
|
Unutilised committed facilities
(undrawn Curinos facilities)
|
47.1
|
49.9
|
Total committed
facilities
|
2,620.1
|
3,051.9
|
The Informa leverage ratio at 31
December 2023 was 1.4 times (31 December 2022: (0.2) times), and
the Informa interest cover ratio was 75.2 times (31 December 2022:
16.6 times). Both are calculated consistently with our historical
basis of reporting of financial covenants which no longer applied
at 31 December 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:
|
2023
|
2022
|
|
£m
|
£m
|
Net debt
|
1,456.4
|
244.6
|
Adjusted
EBITDA1
|
952.1
|
625.5
|
Adjusted leverage
|
1.5x
|
0.4x
|
Adjustment to
EBITDA2
|
0.1x
|
-
|
Adjustment to net
debt2
|
(0.2)x
|
(0.6)x
|
Informa leverage ratio
|
1.4x
|
(0.2)x
|
1Includes adjusted EBITDA for discontinued operations of
£41.8m for 2022
2Refer to Glossary for details of the adjustments to EBITDA
and Net Debt for Informa leverage ratio
The calculation of Informa
interest cover is as follows:
|
2023
|
2022
|
|
£m
|
£m
|
Adjusted
EBITDA1
|
952.1
|
625.5
|
Adjusted net finance
costs
|
19.2
|
45.3
|
Adjusted interest cover
|
49.6x
|
13.8x
|
Adjustment to
EBITDA2
|
25.6x
|
2.8x
|
Informa interest cover
|
75.2x
|
16.6x
|
1Includes adjusted EBITDA for discontinued operations of
£41.8m for 2022
2Refer to Glossary for details of the adjustments to EBITDA
for Informa interest cover
There are financial covenants over
£30.4m (2022: £41.3m) of drawn borrowings in the Curinos business.
These financial covenants are ring-fenced to borrowings against 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 2023, cash
invested in acquisitions was £1,125.1m (2022: £405.3m). Of this,
£596.7m (2022: £315.1m) related to spend on acquisitions net of
cash acquired, £22.8m (2022: £9.8m) to cash paid for business
assets, £57.4m (2022: £20.1m) to acquisition and integration spend,
£nil (2022: £1.5m) to the cash settlement on the exercise of an
option relating to non-controlling interests, £nil (2022: £22.2m)
to the acquisition of the convertible bond, £443.9m (2022: £36.6m)
to the repayment of acquired debt and £4.3m (2022: £nil) to a
further investment in the Group's interest in
BolognaFiere.
Share Buyback
A central theme of GAP 2 was the
decision to increase portfolio focus and accelerate investment in
the two markets where the Group has leadership positions of scale
and which offer attractive opportunities for further growth and
expansion: Academic Markets and B2B Markets.
Under GAP 2, the Group committed
to return capital to shareholders through a share buyback programme
which was expanded to £1.15bn in November 2023. In the year ended
31 December 2023, £548.3m of shares were repurchased with 77.1m
shares cancelled. Cumulatively by 31 December 2023, £1,065.3m of
shares had been repurchased with 166.1m shares cancelled. The
shares acquired during the year ended 31 December 2023 were at an
average price of 711p per share, with prices ranging from 626p to
790p.
Pensions
The Group continues to meet all
commitments to its pension schemes, which include five (2022: six)
defined benefit schemes, all of which are closed to future
accruals.
At 31 December 2023, the Group had
a net pension surplus of £41.7m (31 December 2022: £49.1m),
comprising a pension surplus of £48.1m (31 December 2022: £55.8m)
and pension deficits of £6.4m (31 December 2022: £6.7m). Gross
liabilities were £478.2m at 31 December 2023 (31 December 2022:
£477.3m).
Consolidated Income
Statement
For the year ended 31 December
2023
|
|
Adjusted
results
|
Adjusting items
|
Statutory results
|
Adjusted
results
|
Adjusting items
|
Statutory results
|
|
|
2023
|
2023
|
2023
|
2022
|
2022
|
2022
|
|
Notes
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
Continuing operations
|
|
|
|
|
|
|
|
Revenue
|
3
|
3,189.6
|
-
|
3,189.6
|
2,262.4
|
-
|
2,262.4
|
Net operating expenses
|
5
|
(2,341.6)
|
(432.1)
|
(2,773.7)
|
(1,768.2)
|
(312.1)
|
(2,080.3)
|
Other operating income
|
5
|
-
|
87.6
|
87.6
|
-
|
-
|
-
|
Operating profit/(loss) before
joint ventures and associates
|
|
848.0
|
(344.5)
|
503.5
|
494.2
|
(312.1)
|
182.1
|
Share of results of joint ventures
and associates
|
|
5.8
|
(1.5)
|
4.3
|
2.1
|
(0.1)
|
2.0
|
Operating profit/(loss)
|
|
853.8
|
(346.0)
|
507.8
|
496.3
|
(312.2)
|
184.1
|
Fair value gain/(loss) on
investments
|
|
-
|
1.3
|
1.3
|
-
|
(0.9)
|
(0.9)
|
Profit on disposal of subsidiaries
and operations
|
|
-
|
3.0
|
3.0
|
-
|
11.6
|
11.6
|
Distributions received from
investments
|
|
-
|
-
|
-
|
-
|
20.6
|
20.6
|
Finance income
|
7
|
47.4
|
-
|
47.4
|
27.5
|
-
|
27.5
|
Finance costs
|
8
|
(66.6)
|
(0.8)
|
(67.4)
|
(72.8)
|
(1.3)
|
(74.1)
|
Profit/(loss) before
tax
|
|
834.6
|
(342.5)
|
492.1
|
451.0
|
(282.2)
|
168.8
|
Tax (charge)/credit
|
9
|
(156.4)
|
127.0
|
(29.4)
|
(81.2)
|
54.5
|
(26.7)
|
Profit/(loss) for the year from
continuing operations
|
|
678.2
|
(215.5)
|
462.7
|
369.8
|
(227.7)
|
142.1
|
Discontinued operations
|
|
|
|
|
|
|
|
Profit for the year from
discontinued operations
|
|
-
|
-
|
-
|
29.5
|
1,463.7
|
1,493.2
|
Profit/(loss) for the
year
|
|
678.2
|
(215.5)
|
462.7
|
399.3
|
1,236.0
|
1,635.3
|
|
|
|
|
|
|
|
|
Attributable to:
|
|
|
|
|
|
|
|
- Equity holders of the
Company
|
11
|
635.1
|
(216.1)
|
419.0
|
386.0
|
1,245.5
|
1,631.5
|
- Non-controlling
interests
|
|
43.1
|
0.6
|
43.7
|
13.3
|
(9.5)
|
3.8
|
|
|
|
|
|
|
|
|
Earnings per share
|
|
|
|
|
|
|
|
From continuing
operations
|
|
|
|
|
|
|
|
- Basic (p)
|
11
|
45.6
|
|
30.1
|
24.5
|
|
9.5
|
- Diluted (p)
|
11
|
45.3
|
|
29.9
|
24.4
|
|
9.4
|
From continuing and discontinued
operations
|
|
|
|
|
|
|
|
- Basic (p)
|
11
|
45.6
|
|
30.1
|
26.5
|
|
112.0
|
- Diluted (p)
|
11
|
45.3
|
|
29.9
|
26.4
|
|
111.4
|
Consolidated Statement of
Comprehensive Income
For the year ended 31 December
2023
|
|
2023
|
2022
|
|
Notes
|
£m
|
£m
|
Profit for the year
|
|
462.7
|
1,635.3
|
|
|
|
|
Items that will not be
reclassified subsequently to profit or loss:
|
|
|
|
Remeasurement of the net
retirement benefit pension obligation
|
|
(11.8)
|
26.9
|
Tax credit relating to items that
will not be reclassified to profit or loss
|
|
-
|
1.5
|
Total items that will not be
reclassified subsequently to profit or loss
|
|
(11.8)
|
28.4
|
|
|
|
|
Items that may be reclassified
subsequently to profit or loss:
|
|
|
|
Exchange (loss)/gain on
translation of foreign operations
|
|
(351.5)
|
413.7
|
Exchange loss arising on disposal
of foreign operations
|
|
-
|
(1.4)
|
|
|
|
|
Net investment hedges:
|
|
|
|
Exchange gain/(loss) on net
investment hedge
|
|
7.4
|
(188.1)
|
Gain on derivatives in net
investment hedging relationships
|
|
92.5
|
173.4
|
|
|
|
|
Cash flow hedges:
|
|
|
|
Fair value (loss)/gain arising on
hedging instruments
|
|
(28.2)
|
33.3
|
Less: gain/(loss) reclassified to
profit or loss
|
|
34.2
|
(63.1)
|
Movement in cost of hedging
reserve
|
|
(6.7)
|
1.8
|
Tax charge relating to items that
may be reclassified subsequently to profit or loss
|
|
(1.2)
|
(8.2)
|
Total items that may be
reclassified subsequently to profit or loss
|
|
(253.5)
|
361.4
|
Other comprehensive
(expense)/income for the year
|
|
(265.3)
|
389.8
|
Total comprehensive income for the
year
|
|
197.4
|
2,025.1
|
Total comprehensive income
attributable to:
|
|
|
|
- Equity holders of the
Company
|
|
155.4
|
2,015.4
|
- Non-controlling
interests
|
|
42.0
|
9.7
|
|
|
197.4
|
2,025.1
|
Total comprehensive income for the
year attributable to equity holders of the Company:
|
|
|
|
- Continuing operations
|
|
155.4
|
497.2
|
- Discontinued
operations1
|
|
-
|
1,518.2
|
|
|
155.4
|
2,015.4
|
1Discontinued operations in 2022 includes £26.4m relating to
exchange gain on translation of foreign operations and £1.4m
exchange loss arising on disposal of foreign operations.
Consolidated Statement of Changes
in Equity
For the year ended 31 December
2023
|
Share
capital1
|
Share
premium account
|
Translation reserve
|
Other
reserves
|
Retained
earnings
|
Total2
|
Non-
controlling interests
|
Total
equity
|
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
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 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
|
Shares for Trust
purchase
|
-
|
-
|
-
|
(3.3)
|
-
|
(3.3)
|
-
|
(3.3)
|
Transfer of vested LTIPs
|
-
|
-
|
-
|
(11.1)
|
11.1
|
-
|
-
|
-
|
Share
buyback3
|
(0.1)
|
-
|
-
|
(74.9)
|
(517.0)
|
(592.0)
|
-
|
(592.0)
|
Acquisition of non-controlling
interests4
|
-
|
-
|
-
|
-
|
-
|
-
|
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
|
1See note 16
2Total attributable to equity holders of the
Company
3£517.0m of shares were bought back during the previous
period. £75.0m represents the maximum liability for share buybacks
with Informa's broker through to the conclusion of the Company's
close period as at 31 December 2022
4The acquisition of non-controlling interests is related to
the USA Beauty transaction
Consolidated Statement of Changes in
Equity (continued)
For the year ended 31 December
2023
|
Share
capital1
|
Share
premium account
|
Translation reserve
|
Other
reserves
|
Retained
earnings
|
Total2
|
Non-
controlling interests
|
Total
equity
|
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
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
|
Profit for the year
|
-
|
-
|
-
|
-
|
419.0
|
419.0
|
43.7
|
462.7
|
Exchange loss on translation of
foreign operations
|
-
|
-
|
(349.8)
|
-
|
-
|
(349.8)
|
(1.7)
|
(351.5)
|
Exchange gain on net investment
hedge debt
|
-
|
-
|
7.4
|
-
|
-
|
7.4
|
-
|
7.4
|
Gain/(loss) arising on derivative
hedges
|
-
|
-
|
92.5
|
(0.7)
|
-
|
91.8
|
-
|
91.8
|
Actuarial gain on defined benefit
pension schemes
|
-
|
-
|
-
|
-
|
(11.8)
|
(11.8)
|
-
|
(11.8)
|
Tax relating to components of
other comprehensive income
|
-
|
-
|
(1.2)
|
-
|
-
|
(1.2)
|
-
|
(1.2)
|
Total comprehensive income for the
year
|
-
|
-
|
(251.1)
|
(0.7)
|
407.2
|
155.4
|
42.0
|
197.4
|
Dividends to
shareholders
|
-
|
-
|
-
|
-
|
(176.6)
|
(176.6)
|
-
|
(176.6)
|
Dividends to non-controlling
interests
|
-
|
-
|
-
|
-
|
-
|
-
|
(16.0)
|
(16.0)
|
Share award expense
|
-
|
-
|
-
|
19.6
|
-
|
19.6
|
-
|
19.6
|
Issue of share capital
|
0.1
|
-
|
-
|
173.7
|
-
|
173.8
|
-
|
173.8
|
Shares for Trust
purchase
|
-
|
-
|
-
|
(4.8)
|
-
|
(4.8)
|
-
|
(4.8)
|
Transfer of vested
LTIPs
|
-
|
-
|
-
|
(11.1)
|
11.1
|
-
|
-
|
-
|
Share
buyback3
|
(0.1)
|
-
|
-
|
(15.8)
|
(548.3)
|
(564.2)
|
-
|
(564.2)
|
Acquisition of non-controlling
interests4
|
-
|
-
|
-
|
-
|
-
|
-
|
92.3
|
92.3
|
Transactions with non-controlling
interests
|
-
|
-
|
-
|
-
|
(8.3)
|
(8.3)
|
3.6
|
(4.7)
|
Remeasurement of put call
options
|
-
|
-
|
-
|
1.5
|
-
|
1.5
|
-
|
1.5
|
At 31 December 2023
|
1.4
|
1,878.6
|
(75.6)
|
2,090.6
|
2,853.5
|
6,748.5
|
436.1
|
7,184.6
|
1See note 16
2Total attributable to equity holders of the
Company
3£548.3m of shares have been bought back during the period.
£15.9m represents the net movement in Informa's maximum liability
for share buybacks with Informa's broker through to the conclusion
of the Company's close period as at 31 December 2023 of
£90.9m
4The acquisition of non-controlling
interests includes £87.2m relating to the
Tarsus acquisition (see note 12)
Consolidated Balance
Sheet
As at 31 December 2023
|
|
At 31
December 2023
|
At 31
December 2022
|
|
Notes
|
£m
|
£m
|
Non-current assets
|
|
|
|
Goodwill
|
|
6,629.8
|
5,880.3
|
Other intangible assets
|
|
3,140.9
|
2,972.7
|
Property and equipment
|
|
60.8
|
47.9
|
Right of use assets
|
|
211.1
|
208.0
|
Investments in joint ventures and
associates
|
|
58.8
|
35.5
|
Other investments
|
|
260.8
|
262.7
|
Deferred tax assets
|
|
17.6
|
1.8
|
Retirement benefit
surplus
|
|
48.1
|
55.8
|
Finance lease
receivables
|
|
8.2
|
5.1
|
Other receivables
|
|
32.6
|
49.7
|
Derivative financial
instruments
|
|
-
|
2.2
|
|
|
10,468.7
|
9,521.7
|
Current assets
|
|
|
|
Inventory
|
|
36.2
|
28.8
|
Trade and other
receivables
|
|
546.9
|
460.4
|
Current tax asset
|
9
|
80.2
|
7.4
|
Cash and cash
equivalents
|
|
389.3
|
2,125.8
|
Finance lease
receivables
|
|
2.3
|
1.6
|
Derivative financial
instruments
|
|
0.6
|
-
|
|
|
1,055.5
|
2,624.0
|
Total assets
|
|
11,524.2
|
12,145.7
|
Current liabilities
|
|
|
|
Borrowings
|
14
|
-
|
(398.4)
|
Lease liabilities
|
|
(28.4)
|
(30.2)
|
Derivative financial
instruments
|
|
-
|
(1.1)
|
Current tax liabilities
|
9
|
(85.6)
|
(48.5)
|
Provisions
|
|
(38.1)
|
(30.1)
|
Contingent consideration and put
call options
|
|
(28.6)
|
(4.1)
|
Trade and other
payables
|
|
(635.7)
|
(661.9)
|
Deferred income
|
|
(972.8)
|
(834.5)
|
|
|
(1,789.2)
|
(2,008.8)
|
Non-current liabilities
|
|
|
|
Borrowings
|
14
|
(1,514.5)
|
(1,542.4)
|
Lease liabilities
|
|
(235.4)
|
(240.2)
|
Derivative financial
instruments
|
|
(77.9)
|
(168.1)
|
Deferred tax
liabilities
|
|
(540.9)
|
(532.9)
|
Retirement benefit
obligation
|
|
(6.4)
|
(6.7)
|
Provisions
|
|
(33.5)
|
(32.5)
|
Contingent consideration and put
call options
|
|
(109.3)
|
(129.2)
|
Trade and other
payables
|
|
(24.9)
|
(16.3)
|
Deferred income
|
|
(7.6)
|
(2.3)
|
|
|
(2,550.4)
|
(2,670.6)
|
Total liabilities
|
|
(4,339.6)
|
(4,679.4)
|
Net assets
|
|
7,184.6
|
7,466.3
|
Share capital
|
16
|
1.4
|
1.4
|
Share premium
|
|
1,878.6
|
1,878.6
|
Translation reserve
|
|
(75.6)
|
175.5
|
Other reserves
|
|
2,090.6
|
1,928.2
|
Retained earnings
|
|
2,853.5
|
3,168.4
|
Equity attributable to equity
holders of the parent
|
|
6,748.5
|
7,152.1
|
Non-controlling
interest
|
|
436.1
|
314.2
|
Total equity
|
|
7,184.6
|
7,466.3
|
These financial statements were
approved by the Board of Directors and authorised for issue on 7
March 2024 and signed on its behalf by
Stephen A.
Carter
Gareth Wright
Group Chief
Executive
Group Finance Director
Consolidated Cash Flow
Statement
For the year ended 31 December
2023
|
|
2023
|
2022
|
|
Notes
|
£m
|
£m
|
Operating activities
|
|
|
|
Cash generated by continuing
operations
|
15
|
819.7
|
560.0
|
Income taxes paid
|
|
(112.4)
|
(71.7)
|
Interest paid
|
|
(87.1)
|
(91.1)
|
Net cash inflow from operating
activities - continuing operations
|
|
620.2
|
397.2
|
Net cash inflow from operating
activities - discontinued operations
|
|
-
|
53.7
|
Net cash inflow from operating
activities
|
|
620.2
|
450.9
|
Investing activities
|
|
|
|
Interest received
|
|
47.9
|
25.7
|
Dividends received from
investments
|
|
1.4
|
1.8
|
Distributions received from
investments
|
|
-
|
20.6
|
Purchase of property and
equipment
|
|
(27.5)
|
(14.5)
|
Purchase of intangible software
assets
|
|
(55.1)
|
(37.9)
|
Product development costs
additions
|
|
(11.2)
|
(15.1)
|
Purchase of intangibles related to
titles, brands and customer relationships
|
|
(22.8)
|
(9.8)
|
Acquisition of subsidiaries and
operations, net of cash acquired
|
12
|
(596.7)
|
(315.1)
|
Acquisition of
investments
|
|
(4.3)
|
-
|
Acquisition of convertible
bonds
|
|
-
|
(22.2)
|
Cash outflow from disposal of
subsidiaries and operations
|
|
(16.0)
|
(2.8)
|
Net cash outflow from investing
activities - continuing operations
|
|
(684.3)
|
(369.3)
|
Net cash inflow from investing
activities - discontinued operations
|
|
-
|
1,892.1
|
Net cash (outflow)/inflow from
investing activities
|
|
(684.3)
|
1,522.8
|
Financing activities
|
|
|
|
Dividends paid to
shareholders
|
10
|
(176.6)
|
(43.3)
|
Dividends paid to non-controlling
interests
|
10
|
(16.0)
|
(9.5)
|
Repayment of loans
|
13
|
(393.9)
|
(177.2)
|
Repayment of borrowings
acquired
|
13
|
(443.9)
|
(36.6)
|
Borrowing fees paid
|
13
|
(1.2)
|
-
|
Repayment of principal lease
liabilities
|
13
|
(33.8)
|
(32.1)
|
Finance lease receipts
|
13
|
1.3
|
1.5
|
Settlement of derivative liability
associated with borrowings
|
|
(8.2)
|
-
|
Acquisition of non-controlling
interests
|
|
-
|
(1.5)
|
Cash outflow from share
buyback
|
16
|
(548.0)
|
(513.3)
|
Cash outflow from purchase of
shares for Trust
|
|
(4.8)
|
(3.3)
|
Net cash outflow from financing
activities - continuing operations
|
|
(1,625.1)
|
(815.3)
|
Net cash outflow from financing
activities
|
|
(1,625.1)
|
(815.3)
|
Net (decrease)/increase in cash
and cash equivalents
|
|
(1,689.2)
|
1,158.4
|
Effect of foreign exchange rate
changes
|
|
(47.3)
|
82.6
|
Cash and cash equivalents at
beginning of the year
|
|
2,125.8
|
884.8
|
Cash and cash equivalents at end
of the year
|
|
389.3
|
2,125.8
|
Notes to the Consolidated
Financial Statements
For the year ended 31 December
2023
1. General
information
Informa PLC (the Company) is a
company incorporated and domiciled in the United Kingdom under the
Companies Act 2006 and is listed on the London Stock Exchange. The
Company is a public company limited by shares and is registered in
England and Wales with registration number 08860726. The address of
the registered office is 5 Howick Place, London SW1P
1WG.
The Consolidated Financial
Statements as at 31 December 2023 and for the year then ended
comprise those of the Company, its subsidiaries and its interests
in joint ventures and associates (together referred to as the
Group).
These Consolidated Financial
Statements are presented in pounds sterling (GBP), which is the
currency of the primary economic environment in which the Group
operates and the functional currency of the Parent Company, Informa
PLC.
2. Basis of
preparation
The financial information for the
year ended 31 December 2023 does not constitute the statutory
financial statements for that year, but is derived from those
audited financial statements for the year ended 31 December 2023
which will be published on www.informa.com. While the financial
information in these Full Year Results has been prepared in
accordance with International Financial Reporting Standards (IFRS),
these results do not in isolation contain sufficient information to
comply with IFRS. Those financial statements have not yet been
delivered to the Registrar of Companies, but include the auditor's
report which was unqualified and did not contain a statement under
Section 498 (2) or (3) of the Companies Act 2006.
To complete the going concern
assessment, the Directors have modelled a base case with
sensitivities and a reverse stress test for the period to June
2025. In modelling the base case, the Directors have assumed Group
financial performance is consistent with the guidance given for
2024, followed by similar growth in the first half of
2025.
The proposed combination with
TechTarget which is subject to approval by TechTarget's
shareholders and other customary conditions has been included in
the financial plan for going concern assessment as completion would
reduce the Group's financial headroom. Under the financial plan the
Group maintains liquidity headroom of more than £1.1bn. To consider
a downside scenario, the Directors applied the three scenarios used
in viability modelling to the financial plan. In the scenario where
all risks were combined the Group maintains liquidity headroom of
around £0.7bn.
The reverse stress test shows that
the Group can afford to lose 54% of its revenue from 1 April 2024
to the end of June 2025 and maintain positive liquidity headroom.
This extremely remote scenario assumes no indirect cost savings and
customer receipts are refunded with no further receipts collected
in the period.
Based on these results, the
Directors believe the Group is well placed to manage its financing
and other business risks in a satisfactory way. The Directors 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 this Annual Report and Accounts and
consider it appropriate to adopt the going concern basis of
accounting in preparing the Consolidated Financial
Statements.
The accounting policies,
significant judgements and key sources of estimation uncertainty
adopted in the preparation of the financial information are
consistent with those applied by the Group in its Consolidated
Financial Statements for the year ended 31 December 2022, subject
to new accounting standards, and are disclosed in full in the
audited financial statements for the year ended 31 December 2023
which will be published on www.informa.com.
3. Revenue
An analysis of the Group's revenue
by type is set out below.
Year ended 31 December
2023
|
Informa Markets
|
Informa
Tech
|
Informa Connect
|
Taylor
&
Francis
|
Total
|
|
£m
|
£m
|
£m
|
£m
|
£m
|
Continuing
operations
|
|
|
|
|
|
Exhibitor
|
1,309.4
|
85.1
|
103.8
|
-
|
1,498.3
|
Subscriptions
|
34.8
|
58.7
|
144.0
|
346.1
|
583.6
|
Transactional sales
|
4.3
|
26.5
|
45.6
|
272.0
|
348.4
|
Attendee
|
74.8
|
54.4
|
164.8
|
-
|
294.0
|
Marketing and advertising services
|
91.0
|
116.3
|
36.0
|
0.9
|
244.2
|
Sponsorship
|
79.0
|
55.7
|
86.4
|
-
|
221.1
|
Total
|
1,593.3
|
396.7
|
580.6
|
619.0
|
3,189.6
|
Year ended 31 December 2022
(re-presented)
|
Informa
Markets1
|
Informa
Tech
|
Informa
Connect1
|
Taylor
&
Francis
|
Total
|
|
£m
|
£m
|
£m
|
£m
|
£m
|
Continuing
operations
|
|
|
|
|
|
Exhibitor
|
708.7
|
63.5
|
48.0
|
-
|
820.2
|
Subscriptions
|
27.7
|
57.2
|
121.9
|
325.9
|
532.7
|
Transactional sales
|
5.4
|
27.5
|
37.8
|
266.8
|
337.5
|
Attendee
|
55.4
|
51.5
|
114.4
|
-
|
221.3
|
Marketing and advertising services
|
74.4
|
85.2
|
23.6
|
0.9
|
184.1
|
Sponsorship
|
61.7
|
35.9
|
69.0
|
-
|
166.6
|
Total
|
933.3
|
320.8
|
414.7
|
593.6
|
2,262.4
|
1As a result of the Aesthetic Medicine business transferring
from Informa Markets to Informa Connect, these figures have been
re-presented. Aesthetic Medicine generated £18.8m in revenue in
2022. No other figures have been re-presented.
4. Business
segments
The Group has identified
reportable segments based on financial information used by the
Directors in allocating resources and making strategic decisions.
We consider the chief operating decision maker to be the Executive
Directors.
The Group's four identified
reportable segments under IFRS 8 Operating Segments as described in
the Strategic Report are Informa Markets, Informa Tech, Informa
Connect and Taylor & Francis. There is no difference between
the Group's operating segments and the Group's reportable segments
as at year-end. Tarsus was presented as a
separate segment for the six-month period ending 30 June 2023 as
the business was not fully integrated into the existing Informa
segments. As at 31 December 2023, Tarsus has been integrated within
Informa Markets and Informa Connect.
Segment revenue and
results
The Group's primary internal
income statement performance measures for continuing business
segments are revenue and adjusted operating profit. A
reconciliation of adjusted operating profit to statutory operating
profit and profit before tax is provided below:
Year ended 31 December
2023
|
Informa
Markets
|
Informa
Tech
|
Informa
Connect
|
Taylor
& Francis
|
Total
|
|
£m
|
£m
|
£m
|
£m
|
£m
|
Revenue
|
1,593.3
|
396.7
|
580.6
|
619.0
|
3,189.6
|
Adjusted operating profit before
joint ventures and associates1
|
454.7
|
72.9
|
102.5
|
217.9
|
848.0
|
Share of adjusted results of joint
ventures and associates
|
5.8
|
-
|
-
|
-
|
5.8
|
Adjusted operating
profit
|
460.5
|
72.9
|
102.5
|
217.9
|
853.8
|
Intangible asset
amortisation2
|
(179.0)
|
(37.5)
|
(43.4)
|
(52.9)
|
(312.8)
|
Impairment - acquisition-related
and other intangibles
|
(24.5)
|
(0.3)
|
(0.3)
|
-
|
(25.1)
|
Reversal of
impairment/(impairment) - IFRS 16 right of use assets
|
0.1
|
(0.3)
|
0.8
|
-
|
0.6
|
Acquisition costs (note
6)
|
(15.7)
|
(17.0)
|
(19.7)
|
(0.9)
|
(53.3)
|
Integration costs (note
6)
|
(8.3)
|
(2.9)
|
(8.5)
|
-
|
(19.7)
|
Restructuring and reorganisation
costs (note 6)
|
1.8
|
1.1
|
(0.5)
|
(13.4)
|
(11.0)
|
Fair value (loss)/gain on
contingent consideration (note 6)
|
(7.3)
|
82.4
|
0.7
|
(0.2)
|
75.6
|
Foreign exchange loss on swap
settlement
|
(2.8)
|
(0.7)
|
(1.0)
|
(1.1)
|
(5.6)
|
Credit in respect of unallocated
cash
|
3.3
|
0.8
|
1.2
|
-
|
5.3
|
Operating profit
|
228.1
|
98.5
|
31.8
|
149.4
|
507.8
|
Fair value gain on
investments
|
|
|
|
|
1.3
|
Profit on disposal of subsidiaries
and operations
|
|
|
|
|
3.0
|
Finance income (note
7)
|
|
|
|
|
47.4
|
Finance costs (note
8)
|
|
|
|
|
(67.4)
|
Profit before tax
|
|
|
|
|
492.1
|
1Adjusted operating profit before joint ventures and
associates included the following amounts for depreciation and
other amortisation: £33.7m for Informa Markets, £22.1m for Informa
Connect, £6.9m for Informa Tech and £18.2m for Taylor &
Francis.
2Excludes intangible product development and software
amortisation.
Year ended 31 December 2022
(re-presented)
|
Informa
Markets3
|
Informa
Tech
|
Informa
Connect3
|
Taylor
& Francis
|
Total
|
|
£m
|
£m
|
£m
|
£m
|
£m
|
Revenue
|
933.3
|
320.8
|
414.7
|
593.6
|
2,262.4
|
Adjusted operating profit before
joint ventures and associates1
|
172.7
|
55.5
|
57.2
|
208.8
|
494.2
|
Share of adjusted results of joint
ventures and associates
|
2.1
|
-
|
-
|
-
|
2.1
|
Adjusted operating
profit
|
174.8
|
55.5
|
57.2
|
208.8
|
496.3
|
Intangible asset
amortisation2
|
(168.6)
|
(27.0)
|
(26.8)
|
(52.9)
|
(275.3)
|
Impairment - acquisition-related
and other intangibles
|
(6.7)
|
-
|
(0.2)
|
-
|
(6.9)
|
Reversal of
impairment/(impairment) - IFRS 16 right of use assets
|
2.6
|
0.1
|
(3.8)
|
1.2
|
0.1
|
Reversal of
impairment/(impairment) - property and equipment
|
0.4
|
0.1
|
(0.1)
|
0.3
|
0.7
|
Acquisition costs (note
6)
|
(0.1)
|
(11.1)
|
(0.3)
|
(0.3)
|
(11.8)
|
Integration costs (note
6)
|
(0.3)
|
(1.7)
|
(8.4)
|
0.2
|
(10.2)
|
Restructuring and reorganisation
costs (note 6)
|
2.0
|
0.7
|
(2.4)
|
1.3
|
1.6
|
Onerous contracts associated with
COVID-19 (note 6)
|
(5.0)
|
0.5
|
(0.2)
|
-
|
(4.7)
|
Fair value loss on contingent
consideration (note 6)
|
(0.1)
|
(3.7)
|
-
|
(1.9)
|
(5.7)
|
Operating (loss)/profit
|
(1.0)
|
13.4
|
15.0
|
156.7
|
184.1
|
Fair value loss on
investments
|
|
|
|
|
(0.9)
|
Profit on disposal of subsidiaries
and operations
|
|
|
|
|
11.6
|
Distributions received from
investments
|
|
|
|
|
20.6
|
Finance income (note
7)
|
|
|
|
|
27.5
|
Finance costs (note
8)
|
|
|
|
|
(74.1)
|
Profit before tax
|
|
|
|
|
168.8
|
1Adjusted operating profit before joint ventures and
associates included the following amounts for depreciation and
other amortisation: £31.7m for Informa Markets, £18.6m for Informa
Connect, £5.1m for Informa Tech and £16.3m for Taylor &
Francis.
2Excludes intangible product development and software
amortisation.
3As a result of the Aesthetic Medicine business transferring
from Informa Markets to Informa Connect, these figures have been
re-presented. Aesthetic Medicine generated £18.8m in revenue which
translated to £6.2m in adjusted operating profit before joint
ventures and associate. No other figures have been
re-presented.
5. Operating expenses
and other operating income
Operating profit for continuing
operations has been arrived at after
charging/(crediting):
|
|
Adjusted
results
|
Adjusting items
|
Statutory results
|
Adjusted
results
|
Adjusting items
|
Statutory results
|
|
|
2023
|
2023
|
2023
|
2022
|
2022
|
2022
|
|
Notes
|
£m
|
£m
|
£m
|
£m
|
£m
|
£m
|
Cost of sales (excluding staff
costs, depreciation and COVID-19 adjusting items)
|
|
1,123.7
|
-
|
1,123.7
|
778.3
|
-
|
778.3
|
Staff
costs
|
|
900.6
|
-
|
900.6
|
745.8
|
-
|
745.8
|
Auditor's remuneration for audit
services
|
|
6.3
|
-
|
6.3
|
3.9
|
-
|
3.9
|
Depreciation - property and
equipment
|
|
13.5
|
-
|
13.5
|
11.7
|
-
|
11.7
|
Depreciation - IFRS 16 right of
use assets
|
|
26.3
|
-
|
26.3
|
24.8
|
-
|
24.8
|
Amortisation of other intangible
assets
|
6
|
41.1
|
312.8
|
353.9
|
35.2
|
275.3
|
310.5
|
Impairment - acquisition-related
and other intangibles
|
6
|
-
|
25.1
|
25.1
|
-
|
6.9
|
6.9
|
Reversal of impairment -
IFRS 16 right of use assets
|
6
|
-
|
(0.6)
|
(0.6)
|
-
|
(0.1)
|
(0.1)
|
Reversal of impairment -
property and equipment
|
6
|
-
|
-
|
-
|
-
|
(0.7)
|
(0.7)
|
Acquisition costs
|
6
|
-
|
53.3
|
53.3
|
-
|
11.8
|
11.8
|
Integration costs
|
6
|
-
|
18.2
|
18.2
|
-
|
10.2
|
10.2
|
Restructuring and reorganisation
costs
|
6
|
-
|
11.0
|
11.0
|
-
|
(1.6)
|
(1.6)
|
Onerous contracts associated with
COVID-19
|
6
|
-
|
-
|
-
|
-
|
4.6
|
4.6
|
Fair value gain on contingent
consideration
|
6
|
-
|
(87.6)
|
(87.6)
|
-
|
-
|
-
|
Fair value loss on contingent
consideration
|
6
|
-
|
12.0
|
12.0
|
-
|
5.7
|
5.7
|
Net foreign exchange
loss
|
6
|
7.6
|
5.6
|
13.2
|
5.0
|
-
|
5.0
|
Credit in respect of unallocated
cash
|
6
|
-
|
(5.3)
|
(5.3)
|
-
|
-
|
-
|
Other operating
expenses
|
|
222.5
|
-
|
222.5
|
163.5
|
-
|
163.5
|
Total net operating expenses and
other operating income before share of joint ventures and
associates
|
|
2,341.6
|
344.5
|
2,686.1
|
1,768.2
|
312.1
|
2,080.3
|
6. Adjusting
items
The Board considers certain items
should be recognised as adjusting items (see Glossary on page 45)
since, due to their size,
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 for the
reasons outlined below the table.
The following charges/(credits) in
respect of continuing operations are presented as adjusting
items:
|
|
2023
|
2022
|
|
Notes
|
£m
|
£m
|
Continuing operations
|
|
|
|
Intangible asset
amortisation1
|
|
312.8
|
275.3
|
Impairment - acquisition-related
and other intangible assets
|
|
25.1
|
6.9
|
Reversal of impairment - IFRS 16
right of use assets
|
|
(0.6)
|
(0.1)
|
Reversal of impairment - property
and equipment
|
|
-
|
(0.7)
|
Acquisition costs
|
|
53.3
|
11.8
|
Integration costs
|
|
19.7
|
10.2
|
Restructuring and reorganisation
costs
|
|
11.0
|
(1.6)
|
Onerous contracts associated with
COVID-19
|
|
-
|
4.7
|
Fair value gain on contingent
consideration
|
|
(87.6)
|
-
|
Fair value loss on contingent
consideration
|
|
12.0
|
5.7
|
Foreign exchange loss on swap
settlement
|
|
5.6
|
-
|
Credit in respect of unallocated
cash
|
|
(5.3)
|
-
|
Adjusting items in operating
profit/loss from continuing operations2
|
|
346.0
|
312.2
|
Fair value (gain)/loss on
investments
|
|
(1.3)
|
0.9
|
Profit on disposal of subsidiaries
and operations
|
|
(3.0)
|
(11.6)
|
Distributions received from
investments
|
|
-
|
(20.6)
|
Finance costs
|
8
|
0.8
|
1.3
|
Adjusting items in profit before
tax from continuing operations
|
|
342.5
|
282.2
|
Tax related to adjusting
items
|
9
|
(127.0)
|
(54.5)
|
Adjusting items in profit for the
year from continuing operations
|
|
215.5
|
227.7
|
1Intangible asset amortisation is in respect of acquired
intangibles and excludes amortisation of software and product
development of £41.1m (2022: £35.2m).
2Includes £1.5m (2022: £0.1m) relating to joint ventures and
associates.
The principal adjusting items are
in respect of the following:
●
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 to be 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. It is noted that the
revenue and results from the related business combinations have
been included within the adjusted results.
● Impairment of acquisition-related intangible assets - the
Group tests for impairment on an annual basis or more frequently
when an indicator exists. Impairment charges are separately
disclosed and excluded from adjusted results. Impairment
charges have been classified as adjusting items based on them being
one-off in nature and not considered to be part of the usual
underlying costs of the Group and to provide comparability of
underlying results to prior periods.
● Reversal of impairment of right of use assets mainly relate
to the re-opening of previously impaired office properties. These
have been classified as adjusting items based on being infrequent
in nature and therefore not being considered to be part of the
usual underlying costs of the Group and to provide comparability of
underlying results to prior periods.
● Acquisition and integration costs are costs incurred in
acquiring and integrating share and asset acquisitions. These are
classified as adjusting items as these costs relate to M&A
activity which is not considered to be part of the usual underlying
activities of the Group.
● Restructuring and reorganisation costs are costs incurred by
the Group in business restructuring and operating model changes and
specific and non-recurring legal costs. These have been classified
as adjusting items when they relate to specific initiatives
following reviews of our organisational operations during the
period and are therefore adjusted to provide comparability to prior
periods.
● Onerous contracts associated with COVID-19 relate to onerous
contract costs for events which have been cancelled or postponed
and where such costs cannot be recovered. The costs largely relate
to venue, marketing and event set-up costs. These costs are
infrequent and fluctuate from period to period and therefore they
are adjusted to provide comparability to prior periods.
● Fair
value (gains)/losses on contingent consideration are recognised in
the period as charges or credits to the Consolidated Income
Statement unless these qualify as measurement period adjustments
arising within one year from the acquisition date. These are
classified as adjusting items as 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. It is noted that the revenue
and results from the related acquisitions have been included within
the adjusted results.
● Foreign exchange losses on swap settlements are one-off and
infrequent in nature and are therefore not considered to be part of
the Group's underlying operations and are adjusted to provide
comparability to prior periods.
● Credit in respect of unallocated cash relates to a change to
the period that unapplied and unallocated cash receipts will be
held on the Consolidated Balance Sheet in certain territories
before being released to the Consolidated Income Statement. The
balance recognised in adjusting items is comprised of balances that
would have been released in prior periods under the revised
methodology and is not expected to recur as an adjusting
item.
● Fair
value (gain)/loss on investments is the loss, or gain, as a result
of a decline, or increase, in the fair value of investments held.
This is classified as an adjusting item as it does not relate to
the underlying trading operations and performance of the Group.
Hence, results are adjusted to provide comparability 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. This is classified as an adjusting
item as it does not relate to the underlying trading operations and
performance of the Group. Hence, results are adjusted to provide
comparability to prior periods.
● Distributions from investments are considered to be one-off
in nature and are not considered to be part of the underlying
operations of the Group and are adjusted to provide comparability
to prior periods.
· The
tax items relate to the tax effect on the items above and adjusting
tax items which are analysed in note 9.
7. Finance
income
|
2023
|
2022
|
|
£m
|
£m
|
Interest income on bank
deposits
|
46.7
|
25.3
|
Interest income from loans
receivable
|
-
|
1.7
|
Interest income from finance
lessor leases
|
0.4
|
0.3
|
Fair value gain on financial
instruments through the Income Statement
|
0.3
|
0.2
|
Total finance income
|
47.4
|
27.5
|
8. Finance
costs
|
|
2023
|
2022
|
|
Notes
|
£m
|
£m
|
Interest expense on borrowings and
loans1
|
|
58.2
|
61.1
|
Interest on lease
liabilities
|
|
11.2
|
11.0
|
Interest (income)/cost on pension
scheme net surplus
|
|
(1.8)
|
0.7
|
Total interest expense
|
|
67.6
|
72.8
|
Non-income taxes in relation to
intra-group financing
|
|
0.1
|
0.2
|
Fair value gain on financial
instruments through the Income Statement
|
|
(1.1)
|
(0.2)
|
Financing costs before adjusting
items
|
|
66.6
|
72.8
|
Adjusting
items2
|
|
0.8
|
1.3
|
Total finance costs
|
|
67.4
|
74.1
|
1Included in interest expense above is the amortisation of
debt issue costs of £2.7m (2022: £4.0m).
2The adjusting item for finance costs in 2023 relates to the
revaluation of the BolognaFiere convertible bond. The adjusting
item for finance costs in 2022 relates to the finance fees
associated with the early repayment of debt.
9. Taxation
The tax charge/(credit)
comprises:
|
2023
|
2022
|
|
£m
|
£m
|
Current tax:
|
|
|
Current year
|
|
|
UK
|
33.2
|
17.6
|
Continental Europe
|
26.0
|
14.7
|
US
|
(10.5)
|
202.3
|
China
|
25.6
|
2.9
|
Rest of world
|
25.1
|
10.2
|
Prior years
|
(25.1)
|
(2.9)
|
Total current tax
|
74.3
|
244.8
|
|
|
|
Deferred tax:
|
|
|
Current year
|
(36.3)
|
71.7
|
Prior years
|
(6.6)
|
(3.6)
|
Credit arising from tax rate
changes
|
(2.0)
|
(1.3)
|
Total deferred tax
|
(44.9)
|
66.8
|
Total tax charge
|
29.4
|
311.6
|
|
|
|
Tax charge relating to continuing
operations
|
29.4
|
26.7
|
Tax charge relating to
discontinued operations
|
-
|
284.9
|
Tax charge on profit on ordinary
activities from continuing and discontinued operations
|
29.4
|
311.6
|
The tax on adjusting items within
the Consolidated Income Statement relates to the
following:
|
|
Gross
2023
|
Tax
2023
|
Gross
2022
|
Tax
2022
|
|
Notes
|
£m
|
£m
|
£m
|
£m
|
Intangible assets
amortisation
|
6
|
(312.8)
|
76.8
|
(275.3)
|
63.4
|
Benefit of goodwill amortisation
for tax purposes only
|
|
-
|
(14.5)
|
-
|
(13.1)
|
Impairment - acquisition-related
and other intangible assets
|
6
|
(25.1)
|
6.4
|
(6.9)
|
1.5
|
Reversal of impairment - IFRS 16
right of use assets
|
6
|
0.6
|
(0.1)
|
0.1
|
0.3
|
Reversal of impairment - property
and equipment
|
6
|
-
|
-
|
0.7
|
(0.1)
|
Acquisition and
integration-related costs
|
6
|
(73.0)
|
22.5
|
(22.0)
|
3.7
|
Restructuring and reorganisation
costs
|
6
|
(11.0)
|
2.7
|
1.6
|
(0.1)
|
Onerous contracts associated with
COVID-19
|
6
|
-
|
-
|
(4.7)
|
1.1
|
Fair value gain on contingent
consideration
|
6
|
87.6
|
-
|
-
|
-
|
Fair value loss on contingent
consideration
|
6
|
(12.0)
|
-
|
(5.7)
|
-
|
Foreign exchange loss on swap
settlement
|
6
|
(5.6)
|
1.3
|
-
|
-
|
Credit in respect of unallocated
cash
|
6
|
5.3
|
(1.2)
|
-
|
-
|
Fair value gain/(loss) on
investments
|
6
|
1.3
|
1.5
|
(0.9)
|
-
|
Profit on disposal of subsidiaries
and operations
|
6
|
3.0
|
-
|
11.6
|
-
|
Distributions received from
investments
|
6
|
-
|
-
|
20.6
|
(2.5)
|
Finance costs
|
6
|
(0.8)
|
0.2
|
(1.3)
|
0.3
|
Movement in deferred tax asset on
Luxembourg losses
|
|
-
|
15.9
|
-
|
-
|
Adjustments for prior
years
|
|
-
|
15.5
|
-
|
-
|
Total tax on adjusting items from
continuing operations
|
|
(342.5)
|
127.0
|
(282.2)
|
54.5
|
The current and deferred tax are
calculated on the estimated assessable profit for the year.
Taxation is calculated in each jurisdiction based on the prevailing
rates of that jurisdiction. A reconciliation of the actual tax
expense to the expected tax expense at the applicable statutory
rate is shown below:
|
2023
|
2022
|
|
£m
|
%
|
£m
|
%
|
Profit before tax from continuing
operations
|
492.1
|
|
168.8
|
|
Profit before tax from
discontinued operations
|
-
|
|
1,778.1
|
|
Total profit before tax
|
492.1
|
|
1,946.9
|
|
Tax charge at effective UK
statutory rate of 23.5% (2022: 19.0%)
|
115.6
|
23.5
|
369.9
|
19.0
|
Different tax rates on overseas
profits
|
4.4
|
0.9
|
80.1
|
4.0
|
Disposal-related items
|
(1.0)
|
(0.2)
|
(128.9)
|
(6.6)
|
Acquisition-related
items
|
(5.2)
|
(1.1)
|
-
|
-
|
Non-deductible
expenditure
|
10.7
|
2.1
|
5.4
|
0.3
|
Non-taxable
income1
|
(27.8)
|
(5.6)
|
(2.9)
|
(0.1)
|
Benefits from financing
structures
|
(8.1)
|
(1.6)
|
(8.1)
|
(0.4)
|
Tax incentives
|
(1.4)
|
(0.3)
|
(2.1)
|
(0.1)
|
Adjustments for prior
years2
|
(31.7)
|
(6.4)
|
(6.5)
|
(0.3)
|
Net movement in provisions for
uncertain tax positions3
|
(11.6)
|
(2.4)
|
6.5
|
0.3
|
Impact of changes in tax
rates
|
(2.0)
|
(0.4)
|
(1.3)
|
(0.1)
|
Recognition of deferred tax asset
on Luxembourg losses
|
(15.9)
|
(3.2)
|
-
|
-
|
Movements in other deferred tax
not recognised
|
3.4
|
0.7
|
(0.5)
|
-
|
Tax charge and effective rate for
the year
|
29.4
|
6.0
|
311.6
|
16.0
|
1Non-taxable income includes income in relation to the
remeasurement of contingent consideration
2Adjustments for prior years incorporate refinements to tax
computations made on submission and agreement with tax
authorities
3The net movement in provisions for uncertain tax positions
reflects management's reassessment of the provisions required in
relation to historical tax exposures
In addition to the income tax
charge in the Consolidated Income Statement, a tax charge of £1.2m
(2022: £6.7m) has been recognised directly in the Consolidated
Statement of Comprehensive Income during the year.
Current tax liabilities include
£43.6m (2022: £48.6m) in respect of provisions for uncertain tax
positions.
On 11 July 2023, the UK government
enacted the Pillar 2 income taxes legislation, effective for the
financial year beginning 1 January 2024. Under the legislation,
Informa PLC will be required to pay, in the UK, top-up tax on
profits of its subsidiaries and permanent establishments that are
taxed at a Pillar 2 effective tax rate of less than 15%.
The Group has performed an
assessment of the potential exposure to Pillar 2 income taxes. The
assessment is based on the most recent tax filings,
country-by-country reporting, and financial statements for the
constituent entities in the Group although it is not based on a
full Global Anti-Base Erosion calculation. Based on this
assessment, the majority of entities fall within the transitional
safe harbours or have a simplified effective tax rate of more than
15%. However, there are a limited number of jurisdictions where the
transitional safe harbour relief may not apply and the Pillar 2
effective tax rate is below 15%. The legislation is not expected to
have a material impact on the Group.
In future periods, part of this
top-up tax may be payable instead in the relevant jurisdiction, if
that jurisdiction implements a Qualifying Domestic Minimum Top Up
Tax. This is expected in some of the jurisdictions in which Informa
operate, although a detailed review of this has not yet been
performed.
10. Dividends
|
2023
Pence
per share
|
2023
£m
|
2022
Pence
per share
|
2022
£m
|
Amounts recognised as
distributions to equity holders in the year:
|
|
|
|
|
Interim dividend for the year
ended 31 December 2022
|
-
|
-
|
3.0
|
43.3
|
Final dividend for the year ended
31 December 2022
|
-
|
-
|
6.8
|
95.7
|
Interim dividend for the year
ended 31 December 2023
|
5.8
|
80.9
|
-
|
-
|
Proposed final dividend for the
year ended 31 December 2023
|
12.2
|
166.9
|
-
|
-
|
Total dividend for the
year
|
18.0
|
247.8
|
9.8
|
139.0
|
As at 31 December 2023 £0.3m
(2022: £0.2m) of dividends were still to be paid, and total
dividend payments in the year were £176.6m (2022: £43.3m). The
proposed final dividend for the year ended 31 December 2023 of
12.2p (2022: 6.8p) per share is subject to approval of Shareholders
at the Annual General Meeting and has not been included as a
liability in these Consolidated Financial Statements. The payment
of this dividend will not have any tax consequences for the
Group.
In the year ended 31 December 2023
there were dividend payments of £16.0m (2022: £9.5m) to
non-controlling interests.
11. Earnings per
share
Basic
The basic earnings per share (EPS)
calculation is based on the profit/(loss) attributable to the
equity holders of the Parent Company divided by the weighted
average number of shares in issue less those shares held by the
Employee Share Trust and ShareMatch.
Diluted
The diluted earnings per share
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. In 2023 there were no (2022: nil)
potential ordinary shares which were anti-dilutive and therefore
excluded from the weighted average number of ordinary shares for
the purpose of calculating diluted earnings per share.
Weighted average number of
shares
The table below sets out the
adjustment in respect of dilutive potential ordinary shares for use
in the calculation of diluted EPS and diluted adjusted
EPS:
|
2023
|
2022
|
Weighted average number of shares
used in basic and adjusted basic earnings per share
|
1,394,051,260
|
1,456,167,252
|
Effect of dilutive potential
ordinary shares
|
8,670,882
|
8,117,003
|
Weighted average number of shares
used in diluted and adjusted diluted earnings per share
|
1,402,722,142
|
1,464,284,255
|
Statutory earnings per share from
continuing operations
|
Earnings
2023
|
Per
share amount 2023
|
Earnings
2022
|
Per
share amount 2022
|
|
£m
|
Pence
|
£m
|
Pence
|
Profit for the year
|
462.7
|
|
1,635.3
|
|
Adjustments to exclude profit for
the period from discontinued operations
|
-
|
|
(1,493.2)
|
|
Earnings from continuing
operations and EPS for the purpose of basic EPS
|
462.7
|
|
142.1
|
|
Non-controlling
interests
|
(43.7)
|
|
(3.8)
|
|
Earnings from continuing
operations and EPS for the purpose of statutory basic
EPS
|
419.0
|
30.1
|
138.3
|
9.5
|
Effect of dilutive potential
ordinary shares (p)
|
-
|
(0.2)
|
-
|
(0.1)
|
Earnings from continuing
operations and EPS for the purpose of statutory diluted
EPS
|
419.0
|
29.9
|
138.3
|
9.4
|
Statutory earnings per share from
discontinued operations
|
Earnings
2023
|
Per
share amount 2023
|
Earnings
2022
|
Per
share amount 2022
|
|
£m
|
Pence
|
£m
|
Pence
|
Profit for the year
|
-
|
|
1,493.2
|
|
Non-controlling
interests
|
-
|
|
-
|
|
Earnings from discontinued
operations and EPS for the purpose of statutory basic
EPS
|
-
|
-
|
1,493.2
|
102.5
|
Effect of dilutive potential
ordinary shares (p)
|
-
|
-
|
-
|
(0.5)
|
Earnings from discontinued
operations and EPS for the purpose of statutory diluted
EPS
|
-
|
-
|
1,493.2
|
102.0
|
Statutory earnings per share from
continuing and discontinued operations
|
Earnings
2023
|
Per
share amount 2023
|
Earnings
2022
|
Per
share amount 2022
|
|
£m
|
Pence
|
£m
|
Pence
|
Profit for the year
|
462.7
|
|
1,635.3
|
|
Non-controlling
interests
|
(43.7)
|
|
(3.8)
|
|
Earnings and EPS for the purpose
of statutory basic EPS
|
419.0
|
30.1
|
1,631.5
|
112.0
|
Effect of dilutive potential
ordinary shares (p)
|
-
|
(0.2)
|
-
|
(0.6)
|
Earnings from continuing and
discontinued operations and EPS for the purpose of statutory
diluted EPS
|
419.0
|
29.9
|
1,631.5
|
111.4
|
Adjusted earnings per
share
In addition to basic EPS, adjusted
diluted EPS has been calculated to provide useful additional
information on underlying earnings performance. Adjusted diluted
EPS is based on profit attributable to equity Shareholders which
has been adjusted to exclude items that, in the opinion of the
Directors, would distort underlying results (see note
6).
Adjusted earnings per share from
continuing operations
|
Earnings
2023
|
Per
share amount 2023
|
Earnings
2022
|
Per
share amount 2022
|
|
£m
|
Pence
|
£m
|
Pence
|
Earnings for the purpose of
statutory basic EPS/statutory basic EPS (p)
|
419.0
|
30.1
|
138.3
|
9.5
|
Intangible asset
amortisation
|
312.8
|
22.4
|
275.3
|
18.9
|
Impairment - acquisition-related
and other intangible assets
|
25.1
|
1.8
|
6.9
|
0.5
|
Reversal of impairment - IFRS 16
right of use assets
|
(0.6)
|
-
|
(0.1)
|
-
|
Reversal of impairment - property
and equipment
|
-
|
-
|
(0.7)
|
(0.1)
|
Acquisition costs
|
53.3
|
3.8
|
11.8
|
0.8
|
Integration costs
|
19.7
|
1.4
|
10.2
|
0.7
|
Restructuring and reorganisation
costs
|
11.0
|
0.8
|
(1.6)
|
(0.1)
|
Onerous contracts associated with
COVID-19
|
-
|
-
|
4.7
|
0.3
|
Fair value gain on contingent
consideration
|
(87.6)
|
(6.3)
|
-
|
-
|
Fair value loss on contingent
consideration
|
12.0
|
0.9
|
5.7
|
0.4
|
Foreign exchange loss on swap
settlement
|
5.6
|
0.4
|
-
|
-
|
Credit in respect of unallocated
cash
|
(5.3)
|
(0.4)
|
-
|
-
|
Fair value (gain)/loss on
investments
|
(1.3)
|
(0.1)
|
0.9
|
0.1
|
Profit on disposal of subsidiaries
and operations
|
(3.0)
|
(0.2)
|
(11.6)
|
(0.8)
|
Distributions received from
investments
|
-
|
-
|
(20.6)
|
(1.4)
|
Finance costs
|
0.8
|
0.1
|
1.3
|
0.1
|
Tax related to adjusting
items
|
(127.0)
|
(9.1)
|
(54.5)
|
(3.7)
|
Non-controlling interest adjusting
items
|
0.6
|
-
|
(9.5)
|
(0.7)
|
Earnings and EPS for the purpose
of adjusted basic EPS from continuing operations
|
635.1
|
45.6
|
356.5
|
24.5
|
Effect of dilutive potential
ordinary shares (p)
|
-
|
(0.3)
|
-
|
(0.1)
|
Earnings and EPS for the purpose
of adjusted diluted EPS from continuing operations
|
635.1
|
45.3
|
356.5
|
24.4
|
Adjusted earnings per share from
discontinued operations
|
Earnings
2023
|
Per
share amount 2023
|
Earnings
2022
|
Per
share amount 2022
|
|
£m
|
Pence
|
£m
|
Pence
|
Earnings for the purpose of
statutory basic EPS/statutory basic EPS (p)
|
-
|
-
|
1,493.2
|
102.5
|
Adjusting items
|
-
|
-
|
(1,463.7)
|
(100.5)
|
Earnings and EPS for the purpose
of adjusted basic EPS from discontinued operations
|
-
|
-
|
29.5
|
2.0
|
Effect of dilutive potential
ordinary shares (p)
|
-
|
-
|
-
|
-
|
Earnings and EPS for the purpose
of adjusted diluted EPS from discontinued operations
|
-
|
-
|
29.5
|
2.0
|
Adjusted earnings per share from
continuing and discontinued operations
|
Earnings
2023
|
Per
share amount 2023
|
Earnings
2022
|
Per
share amount 2022
|
|
£m
|
Pence
|
£m
|
Pence
|
Earnings and EPS for the purpose
of adjusted basic EPS
|
635.1
|
45.6
|
386.0
|
26.5
|
Effect of dilutive potential
ordinary shares (p)
|
-
|
(0.3)
|
-
|
(0.1)
|
Earnings and EPS for the purpose
of adjusted diluted EPS
|
635.1
|
45.3
|
386.0
|
26.4
|
12. Business
combinations
|
2023
|
2022
|
Cash paid on acquisitions, net of
cash acquired
|
£m
|
£m
|
Current year
acquisitions
|
|
|
Tarsus1
|
144.3
|
-
|
Winsight
|
296.8
|
-
|
HIMSS Global Health Conference
& Exhibition
|
84.0
|
-
|
Canalys
|
37.7
|
-
|
LSX
|
7.5
|
-
|
Future Science Group
|
22.4
|
-
|
Prior year acquisitions including
deferred and contingent payments
|
|
|
Black Arts
|
2.2
|
1.4
|
Other
|
1.8
|
-
|
Industry Dive
|
-
|
302.2
|
Skipta
|
-
|
4.9
|
China Bakery
|
-
|
1.5
|
Clinerion AG
|
-
|
2.3
|
Premiere Shows
|
-
|
0.4
|
NetLine Corporation
|
-
|
2.4
|
Total cash paid in year, net of
cash acquired
|
596.7
|
315.1
|
1Includes £5.3m of contingent consideration settled
post-acquisition
Informa completed a number of
acquisitions during 2023, the most significant being Tarsus,
Winsight, HIMSS and Canalys.
On 17 April 2023 Informa acquired
100% of the shares in Tiger Acquisitions (Jersey) Limited, which
ultimately owns the Tarsus Group (collectively 'Tarsus'). Tarsus
owns and operates a portfolio of over 160 live and on-demand B2B
event brands across a number of specialist markets. Total
consideration for Tarsus was £359.4m, of which £168.1m was paid in
cash, £169.8m was settled by the issue of 26.0m shares in Informa
Plc at a price of £6.56 per share, and the remainder represented by
deferred Informa equity, determined to have a fair value of £21.5m
at acquisition date, which is contingent upon the Informa Plc share
price reaching £8.50 by 1 June 2025. Immediately upon completion,
Informa repaid £443.9m of Tarsus's external debt, resulting in an
overall cost, excluding fees and the deferred Informa equity, of
£781.8m.
On 16 May 2023 Informa acquired
100% of LOE Holdings LLC, the parent company of Winsight LLC, and
its subsidiaries (collectively 'Winsight'). Winsight provides a
range of specialist B2B Services to the Foodservice market,
including events, data and research and media. Total consideration
was £324.4m, of which £314.7m was paid in cash and £9.7m was
contingent cash consideration. The contingent consideration is
based on 2023 revenue and EBITDA performance.
On 1 August 2023 Informa completed
the acquisition of the HIMSS Global Health Conference &
Exhibition ('HIMSS') assets. HIMSS Is the largest US event focusing
on information systems and information technology for the health
sector. Total consideration was £84.0m, all of which was paid in
cash.
On 1 September 2023 Informa
acquired 100% of the issued share capital of Canalys Pte Ltd and
its subsidiaries (collectively 'Canalys'). Canalys is a specialist
market research and analysis business that serves two subsegments
of the Tech market, channel and mobility. Total consideration was
£48.6m, comprised of £41.5m cash, £3.9m in ordinary shares in
Informa Plc and £3.2m contingent consideration. The contingent
consideration is based on revenue and cash performance in the
period 1 April 2023 to 31 March 2024.
13.
Movements in net debt
Net debt consists of cash and cash
equivalents and includes bank overdrafts when applicable,
borrowings, derivatives associated with debt instruments, finance
leases, lease liabilities, deferred borrowing fees and other loan
note receivables (excluding fair value through profit and loss
items and amounts held in escrow) where these are interest bearing
and do not relate to deferred contingent arrangements.
|
At 1
January 2023
|
Non-cash
Movements
|
Cash
flow
|
Exchange
movements
|
At 31
December 2023
|
|
£m
|
£m
|
£m
|
£m
|
£m
|
Cash and cash
equivalents
|
2,125.8
|
-
|
(1,689.2)
|
(47.3)
|
389.3
|
Other financing assets
|
|
|
|
|
|
Derivative assets associated with
borrowings
|
2.2
|
(2.2)
|
-
|
-
|
-
|
Finance lease
receivables
|
6.7
|
5.9
|
(1.3)
|
(0.8)
|
10.5
|
Total other financing
assets
|
8.9
|
3.7
|
(1.3)
|
(0.8)
|
10.5
|
Other financing
liabilities
|
|
|
|
|
|
Bond borrowings due in more than
one year
|
(1,512.3)
|
-
|
-
|
19.7
|
(1,492.6)
|
Bank loans due in more than one
year
|
(41.3)
|
0.5
|
7.9
|
2.5
|
(30.4)
|
Bond borrowing fees
|
8.8
|
(2.7)
|
-
|
0.1
|
6.2
|
Bank loan fees due in more than
one year
|
2.4
|
(1.6)
|
1.2
|
0.3
|
2.3
|
Derivative liabilities associated
with borrowings
|
(168.1)
|
82.0
|
8.2
|
-
|
(77.9)
|
Lease liabilities
|
(270.4)
|
(43.0)
|
33.8
|
15.8
|
(263.8)
|
Acquired debt (see note
12)
|
-
|
(443.9)
|
443.9
|
-
|
-
|
Bond borrowings due in less than
one year
|
(398.4)
|
-
|
386.0
|
12.4
|
-
|
Total other financing
liabilities
|
(2,379.3)
|
(408.7)
|
881.0
|
50.8
|
(1,856.2)
|
Total net financing
liabilities
|
(2,370.4)
|
(405.0)
|
879.7
|
50.0
|
(1,845.7)
|
Net debt
|
(244.6)
|
(405.0)
|
(809.5)
|
2.7
|
(1,456.4)
|
Included within the net cash
outflow of £809.5m (2022: inflow of £1,403.2m) is £7.9m (2022:
£0.4m) of loan repayments. Bank loans include the Curinos debt
acquired as part of the Novantas transaction in 2021, representing
£30.4m ($38.8m) of a drawn loan facility less finance fees of £0.6m
($0.8m). There are total loan facilities available relating to
Curinos of up to $60.0m, of which $50.0m has a maturity date no
later than 28 May 2024 should this remain undrawn and $10.0m has a
maturity date no later than 28 May 2027.
14.
Borrowings
Total borrowings, excluding
derivative assets and liabilities associated with borrowings, are
as follows:
|
|
2023
|
2022
|
|
Notes
|
£m
|
£m
|
Current
|
|
|
|
Euro Medium Term Note (€450.0m) -
due July 2023
|
|
-
|
398.4
|
Total current
borrowings
|
13
|
-
|
398.4
|
Non-current
|
|
|
|
Bank borrowings - other
|
|
30.4
|
41.3
|
Bank debt issue costs
|
|
(2.3)
|
(2.4)
|
Bank borrowings -
non-current
|
13
|
28.1
|
38.9
|
Euro Medium Term Note (€700.0m) -
due October 2025
|
|
608.2
|
619.7
|
Euro Medium Term Note (£450.0m) -
due July 2026
|
|
450.0
|
450.0
|
Euro Medium Term Note (€500.0m) -
due April 2028
|
|
434.4
|
442.6
|
Euro Medium Term Note issue
costs
|
|
(6.2)
|
(8.8)
|
Euro Medium Term Note borrowings -
non-current
|
13
|
1,486.4
|
1,503.5
|
Total non-current
borrowings
|
|
1,514.5
|
1,542.4
|
Total borrowings
|
|
1,514.5
|
1,940.8
|
Group level borrowings do not have
any financial covenants and do not contain any pledge of its
property and equipment and other intangible assets as security over
loans.
The average debt maturity on our
drawn borrowings is currently 2.7 years (2022: 3.1 years). The
Group maintains the following lines of credit:
● £1,050.0m (2022: £1,020.0m) non-current revolving credit
facility, of which £nil (2022: £nil) was drawn down at 31 December
2023. Interest is payable at SONIA or SOFR plus a
margin.
● £77.5m (2022: £91.2m) of Curinos bank borrowings, of which
£30.4m (2022: £41.3m) was drawn at 31 December 2023. Interest is
payable at other offering rates plus a margin.
● £23.2m (2022: £31.7m) comprising a number of bilateral
uncommitted bank facilities that can be drawn down to meet
short-term financing needs, of which £nil (2022: £nil) was drawn at
31 December 2023. These facilities consist of £10.0m (2022:
£10.0m), USD 12.8m (2022: USD 22.3m), AUD 1.0m (2022: AUD 1.0m),
CAD 2.0m (2022: CAD 2.0m) and SGD 2.3m (2022: SGD 2.3m). Interest
is payable at the local base rate plus a margin.
● Three
bank guarantee facilities comprising in aggregate up to USD 10.0m
(2022: USD 10.0m), €0.9m (2022: €0.9m) and £14.0m (2022:
£14.1m).
The effective interest rate on
total borrowing for the year ended 31 December 2023 was 3.4% (2022:
3.0%).
15. Notes to the Cash Flow
Statement
|
|
2023
|
2022
|
|
Notes
|
£m
|
£m
|
Continuing operations
|
|
|
|
Profit before tax
|
|
492.1
|
168.8
|
Adjustments for:
|
|
|
|
Depreciation of property and
equipment
|
|
13.5
|
11.7
|
Depreciation of right of use
assets
|
|
26.3
|
24.8
|
Amortisation of other intangible
assets
|
|
353.9
|
310.5
|
Impairment - acquisition-related
and other intangible assets
|
6
|
25.1
|
6.9
|
Reversal of impairment - IFRS 16
right of use assets
|
6
|
(0.6)
|
(0.1)
|
Reversal of impairment - property
and equipment
|
6
|
-
|
(0.7)
|
Share-based payments
|
|
20.8
|
17.5
|
Fair value gain on contingent
consideration
|
6
|
(87.6)
|
-
|
Fair value loss on contingent
consideration
|
6
|
12.0
|
5.7
|
Lease modifications
|
|
(5.1)
|
(3.0)
|
Profit on disposal of
businesses
|
6
|
(3.0)
|
(11.6)
|
Distributions received from
investments
|
6
|
-
|
(20.6)
|
Loss on disposal of property,
equipment and software
|
|
2.4
|
0.3
|
Fair value (gain)/loss on
investment
|
6
|
(1.3)
|
0.9
|
Finance income
|
7
|
(47.4)
|
(27.5)
|
Finance costs
|
8
|
67.4
|
74.1
|
Share of adjusted results of joint
ventures and associates
|
|
(5.8)
|
(2.1)
|
Operating cash inflow before
movements in working capital
|
|
862.7
|
555.6
|
(Increase)/decrease in
inventories
|
|
(7.4)
|
0.1
|
Increase in receivables
|
|
(16.1)
|
(141.7)
|
(Decrease)/increase in
payables
|
|
(16.0)
|
197.2
|
Movements in working
capital
|
|
(39.5)
|
55.6
|
Pension deficit recovery
contributions
|
|
(3.5)
|
(6.9)
|
Additional pension
payment
|
|
-
|
(16.1)
|
Pension payment into
escrow
|
|
-
|
(28.2)
|
Cash generated by continuing
operations
|
|
819.7
|
560.0
|
Cash generated by discontinued
operations
|
|
-
|
54.7
|
Cash generated by
operations
|
|
819.7
|
614.7
|
16. Share capital
Share capital as at 31 December
2023 amounted to £1.4m (2022: £1.4m).
|
2023
|
2022
|
|
£m
|
£m
|
Issued, authorised and fully
paid
|
|
|
1,368,029,699 (2022: 1,418,525,746) ordinary shares of 0.1p each
|
1.4
|
1.4
|
|
2023
|
2022
|
|
Number
of shares
|
Number
of shares
|
At 1 January
|
1,418,525,746
|
1,503,112,804
|
Issue of new shares to Employee
Share Trust
|
-
|
5,000,000
|
Issue of shares
|
26,492,800
|
-
|
Share buyback
|
(76,988,847)
|
(89,587,058)
|
At 31 December
|
1,368,029,699
|
1,418,525,746
|
On 17 April 2023, the Company
issued 25,957,663 ordinary shares at the nominal value of 0.1p to
Tiger Acquisitions (Jersey) Limited in relation to the acquisition
of Tarsus (see note 12).
On 1 September 2023, the Company
issued 535,137 ordinary shares at the nominal value of 0.1p to
Canalys Pte Limited in relation to the acquisition of Canalys (see
note 12).
During 2023, the Company bought
back 76,988,847 ordinary shares (2022: 89,587,058) at the nominal
value of 0.1p for a total consideration of £548.3m (2022: £517.0m)
and cancelled 76,476,666 (2022: 88,987,197) of these shares.
512,181 shares (2022: 599,861 shares) for consideration of £4.0m
(2022: £3.7m) were settled and cancelled subsequent to
year-end.
17. Post balance sheet
events
On 10 January 2024 the Group
announced an agreement to combine Informa Tech's digital
businesses with TechTarget to create US-listed New TechTarget.
Informa will contribute Informa Tech's digital businesses and
c.$350m of cash for a 57% ownership of New TechTarget. The proposed
transaction is expected to complete in the second half of 2024,
subject to TechTarget majority shareholder approval and customary
regulatory approvals.
Glossary of Terms: Alternative Performance
Measures
The Group provides adjusted
results and underlying measures in addition to statutory measures,
in order to provide additional useful information on business
performance trends to Shareholders. The Board considers these
non-GAAP measures to be a useful and alternative way to measure the
Group's performance in a way that is comparable to the prior
year.
The terms 'adjusted' and
'underlying' are not defined terms under IFRS and may not therefore
be comparable with similarly titled measurements reported by other
companies. These measures are not intended to be a substitute for,
or superior to, IFRS measurements. The Financial Review provides
reconciliations of alternative performance measures (APMs) to
statutory measures and also provides the basis of calculation for
certain APM metrics. These APMs are provided on a consistent basis
with the prior year.
ADJUSTED RESULTS AND ADJUSTING
ITEMS
Adjusted results exclude items
that are commonly excluded across the media sector: amortisation
and impairment of goodwill and intangible assets relating to
businesses acquired and other intangible asset purchases of book
lists, journal titles, acquired databases and brands related to
exhibitions and conferences, acquisition and integration costs,
profit or loss on disposal of businesses, restructuring costs and
other items that in the opinion of the Directors would impact the
comparability of underlying results. Adjusting items are detailed
in Note 6 to the Consolidated Financial Statements.
Adjusted results are prepared for
the following measures which are provided in the Consolidated
Income Statement on page 20: adjusted operating profit, adjusted
net finance costs, adjusted profit before tax (PBT), adjusted tax
charge, adjusted profit after tax, adjusted earnings, and adjusted
diluted earnings per share. Adjusted operating margin, effective
tax rate on adjusted profits and adjusted EBITDA are used in the
Financial Review on pages 9, 12 and 15 respectively.
ADJUSTED EBITDA
●
Adjusted EBITDA is earnings before interest, tax,
depreciation, amortisation and other non-cash items such as
share-based payments and before adjusting items. The full
reconciliation and definition of adjusted EBITDA is provided in the
Financial Review.
●
Covenant-adjusted EBITDA for Informa interest
cover purposes under the Group's previous financial covenants on
debt facilities is earnings before interest, tax, depreciation and
amortisation and adjusting items. It is adjusted to be on a
pre-IFRS 16 basis.
●
Covenant-adjusted EBITDA for Informa leverage
purposes under the Group's previous financial covenants on debt
facilities is earnings before interest, tax, depreciation and
amortisation and adjusting items. It is adjusted to include a full
year's trading for acquisitions and remove trading results for
disposals, and adjusted to be on a pre-IFRS 16 basis.
ADJUSTED EFFECTIVE TAX
RATE
The adjusted effective tax rate is
shown as a percentage and is calculated by dividing the adjusted
tax charge by the adjusted profit before tax. The Financial Review
on page 12 shows the calculation of the adjusted effective tax
rate, which is provided as an additional useful metric for readers
on the Group's tax position.
ADJUSTED NET DEBT
Adjusted net debt for Informa
leverage purposes under the Group's previous financial covenants on
debt facilities is translated using average exchange rates for the
12-month period and is adjusted to include deferred consideration
payable, to exclude derivatives associated with borrowings and 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 9 shows
the calculation of the adjusted operating margin, which is provided
as an additional useful metric on underlying performance to
readers.
ADJUSTED TAX CHARGE
The adjusted tax charge excludes
the tax effects of adjusting items, deferred tax movements relating
to tax losses in Luxembourg as well as other significant one-off
items. It includes the allowable tax benefit for goodwill
amortisation in the US and elsewhere.
DIVIDEND COVER
Dividend cover is the ratio of
adjusted diluted earnings per share to dividends per share for the
year and is provided to enable year-on-year comparability on the
level at which dividends are covered by earnings. Dividends consist
of the interim dividend that has been paid for the year and the
proposed final dividend for the year. Diluted earnings per share
are adjusted to be stated before adjusting items impacting earnings
per share. The Financial Review on page 14 provides the calculation
of dividend cover.
DIVIDEND PAYOUT RATIO
This is the ratio of the total
amount of dividends per share paid and proposed to Shareholders
relating to a financial year relative to the adjusted diluted
earnings per share on continuing operations for the year. The
dividend payout ratio is shown on page 14 of the Financial
Review.
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, any new equity
issuance or repurchases of own shares and debt issues or
repayments. Free cash flow is one of the Group's key performance
indicators, and is an indicator of operational efficiency and
financial discipline, illustrating the capacity to reinvest, fund
future dividends and to repay debt. The Financial Review on page 15
provides a reconciliation of free cash flow to statutory
measures.
INFORMA INTEREST COVER
Informa interest cover is
calculated according to the Group's previous financial covenants on
debt facilities and is the ratio of covenant-adjusted EBITDA for
interest cover purposes to adjusted net finance costs and excluding
finance fair value items. It is provided to enable the assessment
of our debt position together with our compliance with these
previous specific debt covenants. The Financial Review on page 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 18 provides the basis of the calculation of the Informa
leverage ratio.
NET CASH/DEBT
Net debt consists of cash and cash
equivalents, and includes bank overdrafts (where applicable),
borrowings, derivatives associated with debt instruments, finance
leases, lease liabilities, deferred borrowing fees and other loan
receivables or loan payables where these are interest bearing and
do not relate to deferred consideration arrangements for
acquisitions or disposals.
OPERATING CASH FLOW AND OPERATING
CASH FLOW CONVERSION
Operating cash flow is a financial
measure used to determine the efficiency of cash flow generation in
the business and is measured by and represents free cash flow
before interest, tax, restructuring and reorganisation costs. The
Financial Review on page 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.
UNDERLYING REVENUE AND UNDERLYING
ADJUSTED OPERATING PROFIT
Underlying revenue and underlying
adjusted operating profit refer to results adjusted for
acquisitions and disposals, the phasing of events, including
biennials, the impact of changes from implementing new accounting
standards and accounting policy changes and the effects of changes
in foreign currency by adjusting the current year and prior year
amounts to use consistent currency exchange rates.
Phasing and biennial adjustments
relate to the alignment of comparative period amounts to the usual
scheduling cycle of events in the current year. Where an event
originally scheduled for 2022 or 2023 was either cancelled or
postponed there was an adverse impact on 2022 or 2023 underlying
growth as no adjustment was made for these in the
calculation.
The results from acquisitions are
included on a pro-forma basis from the first day of ownership in
the comparative period. Disposals are similarly adjusted for on a
pro-forma basis to exclude results in the comparative period from
the date of disposal. Underlying measures are provided to aid
comparability of revenue and adjusted operating profit results
against the prior year. The Financial Review on page 10 provides
the reconciliation of underlying measures of growth to reported
measures of growth in percentage terms.
Additional
Information and Where to Find It
In connection with the proposed transaction
(the "proposed
transaction") between Informa and TechTarget,
Toro CombineCo, Inc. ("NewCo" or, after
the completion of the proposed transaction, "New TechTarget") and TechTarget
will prepare and file relevant materials with the Securities and
Exchange Commission (the "SEC"), including a registration
statement on Form S-4 that will contain a proxy statement of
TechTarget that also constitutes a prospectus of NewCo (the
"Proxy
Statement/Prospectus"). A definitive Proxy
Statement/Prospectus will be mailed to stockholders of TechTarget.
TechTarget and NewCo may also file other documents with the SEC
regarding the proposed transaction. This communication is not a
substitute for any proxy statement, registration statement or
prospectus, or any other document that TechTarget or NewCo (as
applicable) may file with the SEC in connection with the proposed
transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION,
INVESTORS AND SECURITY HOLDERS OF TECHTARGET ARE URGED TO READ
CAREFULLY AND IN THEIR ENTIRETY THE PROXY STATEMENT/PROSPECTUS WHEN
IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS THAT ARE
FILED OR WILL BE FILED BY TECHTARGET OR NEWCO WITH THE SEC, AS WELL
AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, IN CONNECTION
WITH THE PROPOSED TRANSACTION, WHEN THEY BECOME AVAILABLE BECAUSE
THESE DOCUMENTS CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED TRANSACTION AND RELATED MATTERS. TechTarget investors
and security holders will be able to obtain free copies of the
Proxy Statement/Prospectus (when they become available), as well as
other filings containing important information about TechTarget,
NewCo, and other parties to the proposed transaction (including
Informa), without charge through the website maintained by the SEC
at www.sec.gov. Copies of the
documents filed with the SEC by TechTarget will be available free
of charge under the tab "Financials" on the "Investor Relations"
page of TechTarget's internet website at www.TechTarget.com or by
contacting TechTarget's Investor Relations Department at
investor@TechTarget.com.
Participants in the
Solicitation
Informa, TechTarget, NewCo, and their respective
directors and certain of their respective executive officers and
employees may be deemed to be participants in the solicitation of
proxies from TechTarget's stockholders in connection with the
proposed transaction. Information regarding the directors of
Informa is contained in Informa's annual reports and accounts
available on Informa's website at www.informa.com/investors/
and in the National Storage Mechanism at
data.fca.org.uk/#/nsm/nationalstoragemechanism. Information
regarding the directors and executive officers of TechTarget is
contained in TechTarget's proxy statement for its 2023 annual
meeting of stockholders, filed with the SEC on April 19, 2023,
and in other documents subsequently filed with the SEC. Additional
information regarding the participants in the proxy solicitations
and a description of their direct or indirect interests, by
security holdings or otherwise, will be contained in the Proxy
Statement/Prospectus and other relevant materials filed with the
SEC (when they become available). These documents can be obtained
free of charge from the sources indicated above.
No Offer or
Solicitation
This communication is for informational purposes
only and is not intended to and does not constitute an offer to
sell or the solicitation of an offer to buy any securities, or a
solicitation of any vote or approval, nor shall there be any offer,
solicitation or sale of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
Cautionary Note
Regarding Forward-Looking Statements
This communication contains "forward-looking"
statements within the meaning of Section 27A of the Securities Act
of 1933 and Section 21E of the Securities Exchange Act of 1934 that
involve substantial risks and uncertainties. All statements, other
than historical facts, are forward-looking statements, including:
statements regarding the expected timing and structure of the
proposed transaction; the ability of the parties to complete the
proposed transaction considering the various closing conditions;
the expected benefits of the proposed transaction, such as improved
operations, enhanced revenues and cash flow, synergies, growth
potential, market profile, business plans, expanded portfolio and
financial strength; the competitive ability and position of NewCo
following completion of the proposed transaction; legal, economic,
and regulatory conditions; and any assumptions underlying any of
the foregoing. Forward-looking statements concern future
circumstances and results and other statements that are not
historical facts and are sometimes identified by the words "may,"
"will," "should," "potential," "intend," "expect,"
"endeavor," "seek," "anticipate," "estimate," "overestimate,"
"underestimate," "believe," "plan," "could," "would," "project,"
"predict," "continue," "target," or the negatives of these words or
other similar terms or expressions that concern TechTarget's or
NewCo's expectations, strategy, priorities, plans, or intentions.
Forward-looking statements are based upon current plans, estimates,
and expectations that are subject to risks, uncertainties, and
assumptions. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those indicated or
anticipated by such forward-looking statements. We can give no
assurance that such plans, estimates, or expectations will be
achieved, and therefore, actual results may differ materially from
any plans, estimates, or expectations in such forward-looking
statements.
Important factors that could cause actual results to
differ materially from such plans, estimates, or expectations
include, among others: that one or more closing conditions to the
proposed transaction, including certain regulatory approvals, may
not be satisfied or waived, on a timely basis or otherwise,
including that a governmental entity may prohibit, delay, or refuse
to grant approval for the consummation of the proposed transaction,
may require conditions, limitations, or restrictions in connection
with such approvals or that the required approval by the
shareholders of TechTarget may not be obtained; the risk that the
proposed transaction may not be completed in the time frame
expected by Informa, TechTarget, or NewCo, or at all; unexpected
costs, charges, or expenses resulting from the proposed
transaction; uncertainty of the expected financial performance
of NewCo following completion of the proposed transaction; failure
to realize the anticipated benefits of the proposed transaction,
including as a result of delay in completing the proposed
transaction or integrating the relevant portion of the
Informa Tech business with the business of TechTarget; the
ability of NewCo to implement its business
strategy; difficulties and delays in achieving revenue and
cost synergies of NewCo; the occurrence of any event that could
give rise to termination of the proposed
transaction; potential litigation in connection with the
proposed transaction or other settlements or investigations that
may affect the timing or occurrence of the proposed transaction or
result in significant costs of defense, indemnification, and
liability; evolving legal, regulatory, and tax regimes; changes in
economic, financial, political, and regulatory conditions, in the
United States and elsewhere, and other factors that contribute to
uncertainty and volatility, natural and man-made disasters, civil
unrest, pandemics, geopolitical uncertainty, and conditions that
may result from legislative, regulatory, trade, and policy changes
associated with the current or subsequent U.S.
administration; risks related to disruption of management
time from ongoing business operations due to the proposed
transaction; certain restrictions during the pendency of the
proposed transaction that may impact TechTarget's ability to pursue
certain business opportunities or strategic transactions;
Informa's, TechTarget's, and NewCo's ability to meet expectations
regarding the accounting and tax treatments of the proposed
transaction; the risk that any announcements relating to the
proposed transaction could have adverse effects on the market price
of TechTarget's common stock; the risk that the proposed
transaction and its announcement could have an adverse effect on
the ability of TechTarget to retain customers and retain and hire
key personnel and maintain relationships with customers, suppliers,
employees, stockholders, strategic partners and other business
relationships and on its operating results and business generally;
market acceptance of TechTarget's and the relevant portion of the
Informa Tech business's products and services; the impact of
pandemics and future health epidemics and any related economic
downturns, on TechTarget's business and the markets in which it and
its customers operate; changes in economic or regulatory conditions
or other trends affecting the internet, internet advertising and
information technology industries; data privacy and artificial
intelligence laws, rules, and regulations; the impact of foreign
currency exchange rates; certain macroeconomic factors facing the
global economy, including instability in the regional banking
sector, disruptions in the capital markets, economic sanctions and
economic slowdowns or recessions, rising inflation and interest
rate fluctuations on TechTarget's and the relevant portion of the
Informa Tech business's results; and other matters included in
TechTarget's filings with the SEC, including in Item 1A of its
Annual Report on Form 10-K for the year ended December 31, 2022 and
its Quarterly Report on Form 10-Q for the quarter ended September
30, 2023. These risks, as well as other risks associated with the
proposed transaction, will be more fully discussed in the Proxy
Statement/Prospectus that will be included in the registration
statement on Form S-4 that will be filed with the SEC in connection
with the proposed transaction. While the list of factors presented
here is, and the list of factors to be presented in registration
statement on Form S-4 will be, considered representative, no such
list should be considered to be a complete statement of all
potential risks and uncertainties. Unlisted factors may present
significant additional obstacles to the realization of
forward-looking statements. We caution you not to place undue
reliance on any of these forward-looking statements as they are not
guarantees of future performance or outcomes and that actual
performance and outcomes, including, without limitation, our actual
results of operations, financial condition and liquidity, and the
development of new markets or market segments in which we operate,
may differ materially from those made in or suggested by the
forward-looking statements contained in this communication.
Any forward-looking statements speak only as of the
date of this communication. None of Informa, TechTarget, or NewCo
undertakes any obligation to update any forward-looking statements,
whether as a result of new information or developments, future
events, or otherwise, except as required by law. Neither future
distribution of this communication nor the continued availability
of this communication in archive form on TechTarget's website at
www.TechTarget.com or Informa's website at www.informa.com/investors
should be deemed to constitute an update or re-affirmation of these
statements as of any future date.