AnnualReport 2011
AnnualReport 2011
AnnualReport 2011
Subscription Excellence
Info
Income
Informa plc Informa plc
04 03
rm
01
HIGH QUALITY SUBSCRIPTION INCOME
BUSINESS STRATEGY
geographic Resilient
a
Bu
expansion Events
ne
si
CITELINE
BUSINESS REVIEW
ss HELPING CLIENTS DO WHAT THEY COULDN’T “Trials can run for years and require thousands
Str DO THEMSELVES of patients. The better a trial is designed the
at e g y Drug development is a lengthy, costly and risky process. more it avoids the need to do additional trials;
Each new drug costs from $500m to $1bn to develop and selecting the right research sites up front can
up to 98% of new drugs fail to come to market. mean dramatically quicker trials; and the
Citeline’s innovative products are changing the planning better or the sooner that a ‘go’ or ‘no-go’
Informa plc and use of clinical trials data. Through its ever-increasing decision can be made means millions saved.” Informa plc
suite of web-enabled subscription-based products, Citeline says Linda Blackerby, Citeline’s President.
provides current, comprehensive and actionable information “This is exactly what our products help our
on global live clinical trials, drug development and clients to do.”
competitors, backed up by exceptional customer service.
Citeline’s high-value, extremely loyal subscribers underpin its
Our Strategy in Action CONTINUED The products achieve what even the largest pharmaceutical high client retention rates. Digital delivery enables cross-selling
company cannot do on its own. Indeed, they have become and corporate licence deals. These excellent characteristics
a “must-have” service for over 1,000 biopharmaceutical create a highly resilient and visible income for Informa.
organisations and companies that service the industry,
including all the top pharmaceutical companies in the
world, by saving each millions of dollars in research
and development. Want to know more?
www.citeline.com
02
DIGITAL EXCELLENCE
BUSINESS STRATEGY
A “MUST-HAVE” SERVICE
FOR OVER 1,000 TAYLOR & FRANCIS
BUSINESS REVIEW
BIOPHARMACEUTICAL
ORGANISATIONS
LEADING DIGITAL DELIVERY AND Taylor & Francis publishes many thousands of
journal articles every year on topics that range
COMPANIES THAT
in online publishing, SERVICE
Specialist scholarly publisher Taylor & Francis, one of the leaders
has launched a state of the art platform to across the humanities, social sciences, and
science and technology. Articles are downloaded
THE meet
INDUSTRY, SAVING EACH
the needs of the worldwide academic community.
at a rate of almost two per second.
The company has been bringing knowledge to life for its
MILLIONS
core communityOFof librarians,
DOLLARS academics, researchers, and Future opportunities are excellent, especially when Taylor
Informa plc students since 1798. & Francis Online is combined with the compatible E-books Informa plc
platform. Related articles and a rich archive of digitised
It continues to be at the leading edge of journal digital delivery
content are readily available, and the platform supports
14 with TaylorAnnual
& Francis Online. The excellence and simplicity of the 15
Annual Report & Financial Statements for the year ended 31 December 2011 Report & Financial Statements for the year ended 31 December 2011 a range of business models including site licenses,
site, which replaces the old platform, means the company will
subscriptions, pay-per-view and open access. Customers
exceed past download figures with improved accessibility and
Our Strategy in Action CONTINUED can also access their content via mobile devices, maximising
speed. On average it now takes just one second to download
dissemination of authors’ work to peers and colleagues.
an article, plus a multitude of new features to navigate the
high-quality, peer-reviewed content.
03
RESILIENT EVENTS
BUSINESS STRATEGY
BUSINESS REVIEW
MODELS INCLUDING SITE
LICENSES,
SOLID GROWTH SUBSCRIPTIONS,
CREATES RESILIENT TRADING FLOOR across the globe, specialising in everything from medical
technology and products, healthcare building technology,
PAY-PER-VIEW
In an economy where ANDnegative financial news is ever-present,
Arab Health continues to buck the trend.
medical services to consulting services.
OPENArabACCESS
Health, one of Informa’s resilient and buoyant events,
Exhibition marketing is a primary selling
tool for companies, creating stability and
creates millions of dollars of business every year and has
become a major medical force, essential for trading,
impressive product growth opportunities
Informa plc
knowledge and networking. The 2012 event sold out months for Informa. Arab Health spin-off products Informa plc
in advance, while the 2013 event is selling fast. Now in its include geo-cloning, where proven events
36th year, its importance was evident as early as 1979, when expand geographically into other high-
16 Annual Report & Financial Statements for the year ended 31 December 2011 Annual Report & Financial Statements for the year ended 31 December 2011
Britain’s HRH Queen Elizabeth II visited, escorted by His 17
growth markets.
Highness Sheikh Rashid bin Saeed Al Maktoum.
Our Strategy in Action CONTINUED New events include Mediconex and Africa Health, Hospital
In addition to the exhibition, the Life Sciences team at Informa Build Europe, China, India and the Middle East. Four successful
Exhibitions are building Arab Health’s conference portfolio, magazines are also published, as well as a number of directories
offering a scientific and educational platform making up the dedicated to the health sector in the Middle East. A new online
world’s largest multi-track series of medical conferences. platform has been created to enable pre-show interaction.
More than 70,000 visitors from 137 countries attended the
2012 event; an estimated 18% increase from the previous Want to know more?
year. Arab Health attracts leading healthcare companies from www.arabhealthonline.com
04
GEOGRAPHIC EXPANSION
BUSINESS STRATEGY
BUSINESS REVIEW
COUNTRIES ATTENDED
THE PROVIDING
2012 EVENT
A PLATFORM FOR GEOGRAPHIC GROWTH The events are unrivalled. Not only do Informa’s
Emerging markets are an essential part of Informa’s portfolio.
relationships with primary global sponsors
Its Com World Series, created and managed by Informa bring international support to the regions, but
Telecoms and Media, epitomises the Company’s successful analysis, research, market data and forecasts
philosophy of geo-cloning, serving niche markets with from Informa Telecoms and Media ensure they
events and then expanding geographically into other are entirely focused on the market’s current
high-growth markets.
and future needs.
Com World events are particularly strong in emerging markets,
Africa Com, now in its 15th year and held annually in
including ones that can be volatile or lack infrastructure.
Cape Town, attracts some 6,000 attendees from across
18 Annual Report & Financial Statements for the year ended 31 December 2011 They benefit
Annualcompanies that need
Report & Financial Statements to ended
for the year reach and network
31 December 2011 19
the continent and includes the region’s largest single
with the key players in just one place without travelling to
telecoms showcase of 250 international exhibitors.
more unstable countries.
Specialist Informa Telecoms and Media publications, such
From a modest, single event in the Middle East almost 20
as Telecoms.com, ensure people in the industry can share
years ago under the GSM World Series banner, the Com World
in global knowledge and expertise, gaining fundamental
brand was born five years ago to serve the evolution of the
business intelligence before, during and after the events.
increasingly convergent telecoms, media and ICT markets.
It has now grown to 11 annual events including the Middle East,
Eurasia, Africa and sub-regions of Africa, plus three topic-specific Want to know more?
events for Value Added Services, Cloud and Enterprise ICT. ww.comworldseries.com
20 Annual Report & Financial Statements for the year ended 31 December 2011 Annual Report & Financial Statements for the year ended 31 December 2011 21
Overview
Financial Statements
Annual Report & Financial Statements for the year ended 31 December 2011 01
Informa plc
Who we are
OUR Vision
Our aim is to be the world’s best knowledge provider in all the sectors and
our aim is
markets in which we work. to be the
We will achieve this by supporting people who are passionate about what world’s
they do, seeking partners who share our goals, focusing on results and, at all
times, continuously innovating to provide the highest quality products and best
services in our fast-moving businesses. knowledge
These actions, along with our unifying and firmly held principles, will drive
us forward to become a truly world-class company valued by our people
provider
and stakeholders and respected by our peers.
02 Annual Report & Financial Statements for the year ended 31 December 2011
Informa plc
Overview
Our business strategy is based around four key areas. These provide a focus for our
talented business teams and clearly define how we add value, not only to our own
business, but to our customers’ businesses too.
01 02
high quality Digital Excellence
subscription income Digital marketing, social media and online
The drive to higher value corporate services bring us closer to our key audiences
subscriptions continues to be core to and present opportunities to produce more
the strategy of the various subscription targeted, richer and relevant information. Our
led businesses. These high value sales engagement and delivery on these platforms
are underpinned by our specialist increases customer loyalty, retention and
knowledge and proprietary content, price leverage. Digital delivery also provides
consequently strengthening our operational efficiencies, reduces our carbon
position in both digital and emissions and moves us towards a more
sustainable business.
print formats. y
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01 02
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Subscription Excellence
Info
Income
Info
04 03
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geographic Resilient
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expansion Events in
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03
t egy
04 resilient events
Geographic Expansion Our diverse range of robust and market-
We continue our tactic to grow and expand our leading events include large, full-scale
businesses into new regions and territories and exhibitions and conferences through to
the emerging growth markets represent a clear extremely niche training courses and seminars
opportunity to take our knowledge and expertise all of which provide an excellent opportunity
to new people and communities. for growth and high quality earnings.
16.9
1,275.3
336.2
295.9
1,278.0
16.8
1,226.5
1,221.7
276.4
313.2
309.5
305.8
1,129.1
261.3
14.0
233.4
261.0
11.5
202.6
8.4
2008
2009
2008
2008
2008
2009
2009
2009
2007
2007
2007
2007
2010
2010
2010
2010
2011
2011
2011
2011
£1.3bn £336.2m £295.9m 16.8p
2010: £1.2bn 2010: £313.2m 2010: £276.4m 2010: 14.0p
Financial highlights
• Revenue increased – £1.3bn (2010: £1.2bn); organic Revenue by type Revenue by business segment
revenue growth of 3.9% (excluding IPEX)
F G
• Profit increased – adjusted operating profit up 7.3% E
A
to £336.2m (2010: £313.2m); organic growth of 7.9% D
(excluding IPEX) C
A
• Margin increased – adjusted operating margin of 26.4% £1.3bn £1.3bn
(2010: 25.5%) C
• Statutory profit before tax decreased to £88.6m A. Subscriptions £464.1m A. Academic Information (“AI”) £323.6m
(2010: £125.0m) because of non–cash impairment B. Delegates £319.6m B. Professional &
C. Copy sales £210.1m Commercial Information (“PCI”) £370.5m
• Earnings increased – adjusted diluted earnings D. Exhibition £134.0m C. Events and Training £581.2m
E. Sponsorship £63.2m
per share up 8.6% to 37.8p (2010: 34.8p)
F. Consulting £55.2m
G. Advertising £29.1m
• Strong cash generation – operating cash flow of £311.2m
(2010: £319.8m)
•
of 2.1 times (2010: 2.3 times)
04 Annual Report & Financial Statements for the year ended 31 December 2011
Informa plc
Overview
Operational highlights we have a richly
• 67% of publishing revenues from subscriptions (2010: 65%) talented, hard
• 74% of publishing revenues fully digitised (2010: 74%)
working group
• Recent acquisitions performing well
of managers and
• Datamonitor integration into Informa Business
Information delivering cost savings employees
• Successful launch of new digital platforms within Academic
Information and Professional and Commercial Information
Annual Report & Financial Statements for the year ended 31 December 2011 05
Informa plc
Chairman’s Statement
06 Annual Report & Financial Statements for the year ended 31 December 2011
Informa plc
We set out in the following Business Review the core strategic business over the past four years, so that we run around 3,500
Overview
drivers that we have continued to focus on this year and which less events but host more exhibitions and have therefore created
I believe have underpinned the financial results. 67% of our a more resilient division with a higher quality of earnings. It should
publishing revenues comes from subscriptions and 74% is also be remembered that only 3.5% of our Group revenues are
digitally delivered, 38% of our Events and Training revenue generated in Portugal, Italy, Greece and Spain.
comes from market leading, larger shows and 14% of Group
revenues are generated in emerging markets. These are the It is exciting to see how we continue to expand the Group
metrics by which we judge ourselves and we are proud of geographically and by product vertical. We are currently working
our record to date. on interesting new opportunities in China, have expanded our
portfolio in the food sector and are exploring new initiatives
We started 2011 with another successful academic journal in the Middle East and Africa. Whilst certain countries in these
renewal which alongside the forward bookings for many of regions present challenging trading conditions they are also
our larger shows gave us some confidence towards achieving areas with the best potential for growth opportunities and
our 2011 results. It wasn’t long though before the events we often work with local partners to mitigate our risk.
surrounding the Arab Spring had an impact on our growth
plans in that geographic region where we have been long We have exciting plans for 2012 which will see Informa
established and run many market leading events. It also continue on its growth path delivering increased value
impacted the publishing divisions with, for instance, the for shareholders. With our strong cash flow we are able to
cancellation of the Cairo Book Fair. Nevertheless, the growth invest for the future and will increase further our business
rates we have achieved are in line with those we set out to in emerging markets, exhibitions and subscription products.
achieve at the beginning of the year. Following the most recent academic renewal alongside the
renewal rates achieved across our Professional and Commercial
During the year we have made a number of core strategic Information division, as well as a strong forward booking
acquisitions and I welcome all those who have joined Informa pattern across exhibitions, we are again fortunate to have a
in 2011. In particular, we spent over £68m in Brazil transforming large proportion of our 2012 profits underpinned early on in
our events business which has enabled us to boost both our the year.
emerging market revenues as well as increase the number of
resilient events we run. Growth through acquisition has been We operate a successful business based on a proven track
a core facet of creating shareholder value at Informa and I feel record of equal opportunity and reward for performance.
confident that those acquisitions completed this year will add Across the management of the Group around 50% are women
to this story. Of all the transactions we have done historically and we are committed to maintaining this level. In 2011,
it gives me great pride to see the results of our academic women accounted for 59% of all internal promotions.
division, which sprang from the merger with Taylor & Francis The 2011 results with growth across all three of our divisions,
plc in 2004 and which originally brought me to the Group. improved margins and strong cash flow give the Board
Achieving 6% organic revenue growth in this environment is confidence in Informa’s future prospects and, as such, we are
a fabulous achievement and demonstrates the breadth and increasing the second interim dividend by over 20% for the
depth of our content. second year running. Creating shareholder value is at the heart
2011 was not just about acquisitions as we invested in our of Informa and we believe that we have the right strategy to
content delivery platforms, our sales forces and launched deliver more value in the future.
exhibitions to drive organic growth. Ensuring that you have Informa will remain a high value, high margin information
the best content is only part of the story, you also need to provider on the global stage. We have worked hard over the
make it accessible to customers and where possible able to past four years to improve the overall quality of the business,
be manipulated and analysed in real time. To build a resilient are at the forefront as a digital media company and believe
exhibition business, you need a mixture of industry giants such these results demonstrate we are on the right track. We are
as Arab Health, now in its 36th year, or SuperReturn, and new successful because of the number of best of breed products
events focusing on up and coming areas. During 2011, there we create. We have a richly talented, hard working group of
were 19 new organic large events, some geo-cloned, some managers and employees and it is their efforts which have
brand new and we will ensure that one day some of these taken us to where we are today. I would like to take this
will grow into the market leaders of tomorrow. opportunity to thank them for all their hard work in 2011
Of course there have been many challenges this year not least and wish them and Informa continued success in 2012.
dealing with the fallout from the Eurozone crisis. Our smaller
conference and training businesses have been operating in an
extremely tough environment for four years and it has also not Derek Mapp
been easy to grow corporate training in its core US market. Chairman
We have changed the structure of our Events and Training
Annual Report & Financial Statements for the year ended 31 December 2011 07
Informa plc
creating
strategic focus
Peter Rigby
Chief Executive
Informa’s portfolio of market leading niche products, have grown Proprietary, high value, niche information remains core to the
both organically and through acquisition over the past twelve PCI strategy as, increasingly, the sale of single subscriptions has
years. During that time we have invested in the business to been replaced by enterprise-wide site licences embedding our
capitalise on digital opportunities and this has resulted in Informa content into the heart of our customers’ business.
today being a high value-add, resilient information provider with
good exposure to growth markets – both geographically and by Subscriptions now account for 78% of this divisions revenues
sector vertical. The positioning of Informa’s quality assets within (2010: 74%) which along with consistently high renewal rates
their numerous niches has enabled the Group’s profits to remain and improved operating margins demonstrate the high quality
highly resilient through times of austerity yet nimble enough to of earnings in this division.
grow quickly as times improve.
Digital Excellence
In 2011, we saw the robust academic division grow ahead of our
We have embraced digital developments across all of our
business review
initial expectations following a strong end to the year, including
product areas, most notably within the publishing divisions,
a large content deal in Russia. The Professional and Commercial
where the advent of digital delivery and online marketing has
Information (“PCI”) division has also grown as the benefits of
been transformational over recent years. In 2011, 74% of all
earlier investment come through. Our publishing businesses
publishing revenues were derived from digital activities.
now represent 54% of Group revenues and 69% of adjusted
operating profits. Events and Training, which encompasses a 2011 saw the launch of Taylor & Francis Online, the new
wide range of products from large exhibitions to small training delivery platform for the digital content of over 1,600 academic
courses, is growing organically and has benefited from some journals. This platform provides faster access, better search
successful acquisitions in 2011. capability, greater reliability and intuitive use for the librarian,
academic, researcher or student. In 2012 this platform will be
The strategic drivers underpinning Informa have improved the
utilised for our book catalogue.
overall quality of earnings in these challenging times and have
positioned us well for future growth. E-book sales have grown by 11%, now representing 12% of
academic book sales. E-book delivery, as well as the increasing
High Quality Subscription Income use of print on demand services and online marketing of back
The predominant revenue stream across our publishing catalogues, has been a significant driver in improving the
divisions is subscription income which provides resilience quality of the books business.
and visibility to this part of our business. We have grown The transition of PCI from the traditional B2B publishing model
the proportion of subscription revenues to 36% of Group into a high quality subscription business has been greatly
revenues and 67% of publishing revenues. Contribution to facilitated by the various enabling digital technologies. A
this subscription revenue stream comes from the Academic notable early benefit of the Datamonitor integration into
Information (“AI”) journals business and the numerous proprietary Informa Business Information (“IBI”) is the utilisation of existing
data, opinion and news services within the PCI division. technologies to accelerate electronic product development.
IBI’s new content delivery platform has been used for the next
The strength of the academic journals is supported by
generation of the Datamonitor Knowledge Centres. Utilising
very high renewal rates and increased usage statistics.
this leading technology enables the business to respond
The continued introduction of society journals (60 for
rapidly to changing customer needs without the need for
2011) stimulates awareness for our portfolio of products
expensive development for each new product offering.
within the specific academic niche.
Subscriptions now
account for 78% of
PCI division revenues
Annual Report & Financial Statements for the year ended 31 December 2011 09
Informa plc
Geographic Expansion Whilst 2011 has been a challenging year from a global
economic perspective, we have grown all three of our
We have been increasingly focused on geographic expansion
divisions. The quality of our assets has improved, supported by
in emerging markets across all divisions and have seen organic
the acquisitions and we expect further improvements in 2012
growth throughout the business as the investment in local sales
following the integration of Datamonitor into the IBI group.
forces has generated new customers. Emerging markets now
With a significant proportion of the events contribution
represents 14% of overall Group revenues (2010: 12%).
generated by the larger events, we have started 2012 with a
In particular we have seen specific success in Russia for our good degree of visibility which gives comfort in what remains
academic products as well as growth in our Com series in an uncertain economic environment.
Africa. Aggressive geo-cloning of our events continues with
20% of the larger events delivered by this expansion model.
10 Annual Report & Financial Statements for the year ended 31 December 2011
Informa plc
Overview
2011 2010 Actual Organic
Revenue for the year ended 31 December 2011 grew by 4.0%
£m £m % %
to £1,275.3m. Adjusted operating profits were £336.2m up 7.3%
on 2010. The adjusted operating margin improved accordingly Revenue 323.6 310.2 4.3 6.1
from 25.5% to 26.4%. These results are particularly pleasing Adjusted Operating
given the negative year on year impact of a weakening US dollar. Profit 116.2 109.3 6.3 8.3
business review
growing by 6.4% and Events and Training up 4.2% (11.7%
performed extremely well once again delivering organic
excluding IPEX).
revenue and adjusted operating profit growth.
Statutory operating profit decreased to £130.3m (2010:
This highly resilient division, which represents 25% of the
£164.0m), resulting principally from the impairment recognised
Group’s revenue and 35% of the adjusted operating profit,
in the year for Robbins-Gioia (“RG”) of £50.7m. RG is a
has benefited from the strength and quality of the journal
consulting company principally to the US Government.
and book portfolio which underpins growth in existing
Adjusted diluted earnings per share increased by 8.6% to 37.8p markets as well as the increased penetration into emerging
(2010: 34.8p). markets where demand is growing.
Operating cash flow reduced to £311.2m (2010: £319.8m) AI continues to grow organically. In addition to the 13 new
reflecting an outflow of working capital as a result of non- titles and 60 society journals added in 2011, the division was
recurring payments as highlighted at the half year. successful in signing a further 46 society journals for
publication in 2012 and beyond. In addition, over 3,500 new
This progress made across the Group, combined with strong books were published in the year.
underlying cash flows, visibility of earnings and a robust financial
position has allowed us to grow our 2011 dividend by 20%, while In 2012, Taylor & Francis Online will facilitate the sale of the ever
at the same time leaving sufficient flexibility for us to continue increasing number of e-books available, now in excess of
investing for future growth. We ended the year with net debt of 38,000. Print on Demand plays an important role in the
£784.0m and a net debt to EBITDA multiple of 2.1 times, well efficiency of the books operation and the business has
within our stated target range of between 2 and 2.5 times. engaged in many facets of digital evolution.
We have been
increasingly focused
on geographic expansion
in emerging markets
across all divisions
Annual Report & Financial Statements for the year ended 31 December 2011 11
Informa plc
Journal usage was up 18% in 2011 demonstrating the quality The financial publishing portfolio (within IFI) representing 22%
of the content and its importance to users. Journal renewal of the PCI divisional revenues performed well in a challenging
for 2012 continues to build on this theme and is well environment with a small adjusted organic operating profit
progressed with all indicators pointing to 2012 revenues decline of 3%. This stability was achieved through product
in line with expectations. development across the portfolio as well as vigorously chasing
sales in established and new markets.
Professional and Commercial Information
2011 2010 Actual Organic Following the restructuring carried out in PCI during 2011, we
£m £m % % believe the division is well placed for growth in 2012 and beyond.
38% of PCI revenue is now derived from the healthcare and Although economic conditions have not assisted us, our
pharmaceutical sectors. Revenue from these markets has strategy of focusing on large scale market leading events has
continued to increase from the niche specialised products resulted in our increasingly resilient portfolio performing well.
we offer. The nature of the deep, highly targeted knowledge As expected our larger events portfolio, now representing 38%
supports workflow integration and high customer retention of the overall Events and Training revenues, has grown. In 2011,
whilst the continual feedback as to customers’ needs supports we added 47 large events, reflecting an aggressive geo-cloning
our product development strategy. launch programme and new acquisitions, notably in Brazil.
The objective for the integration of Datamonitor with IBI was Notable successes within the larger events portfolio include
to produce a unified, scalable, resilient publishing business Arab Health, Africa.com, the Broadband World Forum and
across our core sectors and to build value for our customer AusRail. The Australian portfolio of events acquired in
base. The operational efficiencies resulted in annualised December 2010 has performed well as have the Brazilian and
cost savings across the two businesses of £12m. the Anti-ageing exhibitions. These new events have given us
both the regional expertise to support structural growth as
Efficiencies included rationalisation of the combined property well as the product platforms for further geographic growth.
portfolio, savings from transfer of finance and IT infrastructure
operations into the Group’s shared service centres together Higher growth countries remain a key target for the Events
with migration of editorial support operations. business and 20% of the Events and Training revenue is now
drawn from emerging markets (2010: 16%) where such events
The combined business is poised to deliver growth from a are the primary route to market for many sectors. We will
number of significant product synergies, including the use of continue to focus our acquisition and geo-cloning efforts to
Scrip news content to enhance the Healthcare Knowledge build the portfolio of larger events into these attractive markets.
Centre proposition scheduled for launch in 2012.
12 Annual Report & Financial Statements for the year ended 31 December 2011
Informa plc
The volume of the more cyclical smaller, local conference Current Trading
businesses has been reduced further. These smaller
conferences, as expected, have closely followed GDP and Although still early in the year, the amount of resilient
business confidence parameters within their specific regions. subscription products within our publishing divisions and
Informa has considerable experience of running this business the increasing proportion of larger events within our events
profitably through the economic cycle and management division, underpins our confidence in the Group’s prospects.
monitors these events carefully. The revenue generated across
2012 has started in line with our expectations, with a number
Portugal, Italy, Greece and Spain is only 3% of the Events and
of our large shows displaying strong forward bookings and
Training division.
the journal renewal in the academic business in line with
Geographic expansion has been the primary growth driver for expectations. Given the continued uncertainty in the macro
our corporate training businesses which have remained stable environment we will continue to manage the business
business review
within the US and grown well outside of this market, delivering carefully. However we believe that the strong foundations
revenue growth of 6% in 2011 excluding RG, a consulting we have already built, supplemented by a combination of
company principally to the US Government. RG, which was targeted investment and selective acquisitions, will support
part of the IIR acquisition in 2005, had a difficult year with yet another year of growth.
revenue falling by 15% resulting from a sustained policy by the
US administration to bring more work in-house. The carrying
value of the net assets of RG have been adjusted resulting in an Peter Rigby
impairment charge of £50.7m. Chief Executive
The Events and Training division has made a good start to the
year benefiting from the fact that we run some of our larger
exhibitions in the first quarter. Arab Health, our largest show,
took place in January and grew by 6% over 2011 as well as
rebooking strongly for 2013. We expect the conference market
in Europe to remain tough but hope that the improving US
economic position will lead to a better environment for
corporate training.
Annual Report & Financial Statements for the year ended 31 December 2011 13
Informa plc
14 Annual Report & Financial Statements for the year ended 31 December 2011
Informa plc
01
high quality subscription income
business strategy
citeline
business review
Helping clients do what they couldn’t “Trials can run for years and require thousands
do themselves of patients. The better a trial is designed the
Drug development is a lengthy, costly and risky process. more it avoids the need to do additional trials;
Each new drug costs from $500m to $1bn to develop and selecting the right research sites up front can
up to 98% of new drugs fail to come to market. mean dramatically quicker trials; and the
Citeline’s innovative products are changing the planning better or the sooner that a ‘go’ or ‘no-go’
and use of clinical trials data. Through its ever-increasing decision can be made means millions saved.”
suite of web-enabled subscription-based products, Citeline says Linda Blackerby, Citeline’s President.
provides current, comprehensive and actionable information “This is exactly what our products help our
on global live clinical trials, drug development and clients to do.”
competitors, backed up by exceptional customer service.
Citeline’s high-value, extremely loyal subscribers underpin its
The products achieve what even the largest pharmaceutical high client retention rates. Digital delivery enables cross-selling
company cannot do on its own. Indeed, they have become and corporate licence deals. These excellent characteristics
a “must-have” service for over 1,000 biopharmaceutical create a highly resilient and visible income for Informa.
organisations and companies that service the industry,
including all the top pharmaceutical companies in the
world, by saving each millions of dollars in research
and development. Want to know more?
www.citeline.com
a “must-have” service
for over 1,000
biopharmaceutical
organisations and
companies that service
the industry, saving each
millions of dollars
Annual Report & Financial Statements for the year ended 31 December 2011 15
Informa plc
16 Annual Report & Financial Statements for the year ended 31 December 2011
Informa plc
02
digital excellence
business strategy
business review
Leading digital delivery Taylor & Francis publishes many thousands of
Specialist scholarly publisher Taylor & Francis, one of the leaders
journal articles every year on topics that range
in online publishing, has launched a state of the art platform to across the humanities, social sciences, and
meet the needs of the worldwide academic community. science and technology. Articles are downloaded
at a rate of almost two per second.
The company has been bringing knowledge to life for its
core community of librarians, academics, researchers, and Future opportunities are excellent, especially when Taylor
students since 1798. & Francis Online is combined with the compatible E-books
platform. Related articles and a rich archive of digitised
It continues to be at the leading edge of journal digital delivery
content are readily available, and the platform supports
with Taylor & Francis Online. The excellence and simplicity of the
a range of business models including site licenses,
site, which replaces the old platform, means the company will
subscriptions, pay-per-view and open access. Customers
exceed past download figures with improved accessibility and
can also access their content via mobile devices, maximising
speed. On average it now takes just one second to download
dissemination of authors’ work to peers and colleagues.
an article, plus a multitude of new features to navigate the
high-quality, peer-reviewed content.
Annual Report & Financial Statements for the year ended 31 December 2011 17
Informa plc
18 Annual Report & Financial Statements for the year ended 31 December 2011
Informa plc
03
Resilient Events
business strategy
ARAB HEALTH
business review
Solid growth creates resilient trading floor across the globe, specialising in everything from medical
technology and products, healthcare building technology,
In an economy where negative financial news is ever-present, medical services to consulting services.
Arab Health continues to buck the trend.
Exhibition marketing is a primary selling
Arab Health, one of Informa’s resilient and buoyant events,
tool for companies, creating stability and
creates millions of dollars of business every year and has
become a major medical force, essential for trading,
impressive product growth opportunities
knowledge and networking. The 2012 event sold out months for Informa. Arab Health spin-off products
in advance, while the 2013 event is selling fast. Now in its include geo-cloning, where proven events
36th year, its importance was evident as early as 1979, when expand geographically into other high-
Britain’s HRH Queen Elizabeth II visited, escorted by His growth markets.
Highness Sheikh Rashid bin Saeed Al Maktoum.
New events include Mediconex and Africa Health, Hospital
In addition to the exhibition, the Life Sciences team at Informa Build Europe, China, India and the Middle East. Four successful
Exhibitions are building Arab Health’s conference portfolio, magazines are also published, as well as a number of directories
offering a scientific and educational platform making up the dedicated to the health sector in the Middle East. A new online
world’s largest multi-track series of medical conferences. platform has been created to enable pre-show interaction.
More than 70,000 visitors from 137 countries attended the
2012 event; an estimated 18% increase from the previous Want to know more?
year. Arab Health attracts leading healthcare companies from www.arabhealthonline.com
Annual Report & Financial Statements for the year ended 31 December 2011 19
Informa plc
20 Annual Report & Financial Statements for the year ended 31 December 2011
Informa plc
04
Geographic Expansion
business strategy
business review
Providing a platform for geographic growth The events are unrivalled. Not only do Informa’s
Emerging markets are an essential part of Informa’s portfolio.
relationships with primary global sponsors
Its Com World Series, created and managed by Informa bring international support to the regions, but
Telecoms and Media, epitomises the Company’s successful analysis, research, market data and forecasts
philosophy of geo-cloning, serving niche markets with from Informa Telecoms and Media ensure they
events and then expanding geographically into other are entirely focused on the market’s current
high-growth markets.
and future needs.
Com World events are particularly strong in emerging markets,
Africa Com, now in its 15th year and held annually in
including ones that can be volatile or lack infrastructure.
Cape Town, attracts some 6,000 attendees from across
They benefit companies that need to reach and network
the continent and includes the region’s largest single
with the key players in just one place without travelling to
telecoms showcase of 250 international exhibitors.
more unstable countries.
Specialist Informa Telecoms and Media publications, such
From a modest, single event in the Middle East almost 20
as Telecoms.com, ensure people in the industry can share
years ago under the GSM World Series banner, the Com World
in global knowledge and expertise, gaining fundamental
brand was born five years ago to serve the evolution of the
business intelligence before, during and after the events.
increasingly convergent telecoms, media and ICT markets.
It has now grown to 11 annual events including the Middle East,
Eurasia, Africa and sub-regions of Africa, plus three topic-specific Want to know more?
events for Value Added Services, Cloud and Enterprise ICT. ww.comworldseries.com
Annual Report & Financial Statements for the year ended 31 December 2011 21
Informa plc
Monitoring Performance
5.00 times
£336.2m
37.8p
4.25 times
£313.2m
£309.5m
34.8p
£305.8m
34.3p
33.9p
4.30 times
3.5 times
29.9p
£261.0m
3.77 times
2.65 times
2.27 times
2009
2008
2009
2007
2007
2010
2010
2008
2009
2011
2007
2011
2010
22 Annual Report & Financial Statements for the year ended 31 December 2011
Informa plc
business review
£231.4m
£225.0m
£210.0m
38.5%
36.7%
£203.4m
9.2%
21.7%
2.5%
20.0%
1.1%
2010 0.4%
£134.4m
0.0% 0.0%
2008
2007
2009
2010
2011
2007
2008
2009
2011
-50.2%
-13.9%
2008
2009
2007
2010
2011
Annual Report & Financial Statements for the year ended 31 December 2011 23
Informa plc
Financial Review
An excellent set
of financial results
Adam Walker
Finance Director
business review
Margin (%) 26.4 25.5
and Training revenues also increased by 4% but excluding the
impact of RG, the US Government contractor, grew by 5%. This
Adjusted and Statutory Results growth comes from increased delegate and exhibitor numbers in
our Events and Training businesses and launching of new journals
In this Financial Review we refer to adjusted and statutory
and titles in our Publishing businesses.
results. Our statutory operating profit and profit before tax has
reduced this year primarily because of the non-cash Operating Profit
impairment for Robbins-Gioia (“RG”).
Adjusted operating profit increased to £336.2m (2010:
Translation Impact £313.2m). Organic adjusted operating profit increased
by 8%, with an increase of 12% by the Events businesses
The Group receives approximately 47% of its revenues and
and an increase of 6% at the Publishing businesses.
incurs approximately 39% of its costs in USD or currencies
pegged to USD. The Group is therefore sensitive to movements Statutory operating profit decreased by 21% to £130.3m (2010:
in the USD against the GBP. Each 1 cent movement in the USD £164.0m), resulting principally from the impairment recognised
to GBP exchange rate has a circa £3.6m impact on revenue and in the year for RG of £50.7m, which is partly offset by the
a circa £1.4m impact on operating profits. Offsetting this will increase in adjusted operating profit.
be movements to USD interest and USD tax liabilities. This
analysis assumes all other variables, including interest rates, Restructuring and Reorganisation Costs
remain constant.
Restructuring and reorganisation costs for the year of £15.2m
The Group receives approximately 12% of its revenues and (2010: £8.3m) principally relate to the integration of IBI and
incurs approximately 10% of its costs in Euros. The Group is Datamonitor. These include redundancy costs of £11.9m (2010:
therefore sensitive to movements in the Euro against the GBP. £4.6m), reorganisation costs of £2.8m (2010: £2.8m) and vacant
Each 1 cent movement in the Euro to GBP exchange rate has property provisions of £0.5m (2010: £0.9m).
adjusted operating
profit increased to
£336.2m
Annual Report & Financial Statements for the year ended 31 December 2011 25
Informa plc
26 Annual Report & Financial Statements for the year ended 31 December 2011
Informa plc
Net debt increased by £4.9m from £779.1m to £784.0m The return on investment from acquisitions completed in 2010
reflecting cash flow of £3.5m, offset by adverse exchange was 12.5%.
rate movements of £5.7m. During the year the Group paid
dividends of £87.3m, of which £87.0m related to the 2010 Balance Sheet
second interim and the 2011 first interim dividends, and £0.3m
Deferred income, which represents income received
to non-controlling interest.
in advance, was up 6% on a constant currency basis at
Financing and Bank Covenants 31 December 2011 compared to the same date in 2010.
Deferred income arises primarily from advance subscriptions
During April 2011 the Group refinanced its existing term loan or forward bookings for trade shows, exhibitions or
and revolving credit bank facilities with a new £625.0m five conferences. Subscriptions generated by our academic
year revolving credit facility provided by a group of core banks, journal business renew annually a year in advance and many
business review
supplementing the private placement loan notes which were trade shows and exhibitions, because of their market leading
issued in December 2010 and in January 2011. As part of the status, receive commitments up to a year in advance.
refinancing of the bank facilities, an amortising term loan was
fully repaid in April 2011. The Group maintains the following Pensions
significant facilities:
The Group’s financial obligations to its pension schemes remain
• Private placement loan notes drawn in three currency relatively small compared to the size of the Group, with net
tranches of USD 597.5m, GBP 40.0m and EUR 50.0m. The pension liabilities at 31 December 2011 of £12.1m (2010: £10.5m).
note maturities range between five and ten years, with an
Following the completion of the triennial valuations of the
average duration of 7.3 years, at a weighted average
main defined benefit schemes, a revised deficit funding plan
interest rate of 4.3%.
has been agreed with the trustees to eliminate the deficits in
• £625.0m (2010: £500.0m) revolving credit facility, of which the three schemes. The contributions for the ongoing service
£343.5m has been drawn down at 31 December 2011. will be £nil in 2012 as all three schemes are closed to future
Interest is payable at the rate of LIBOR plus a margin based accrual of benefits. In addition, the contributions paid towards
on the ratio of net debt to EBITDA. reducing the scheme deficits will increase from £3.4m in 2011
to £3.8m in 2012 and £4.5m in 2013.
• £44.6m (2010: £43.9m) comprising a number of bilateral
bank facilities that can be drawn down to meet short- Post balance sheet events
term financing needs. These facilities consist of GBP 16.0m
(2010: GBP 16.0m), USD 15.0m (2010: USD 15.0m), EUR On 1 February 2012, the Group completed the acquisition of
18.0m (2010: EUR 18.0m), AUD 2.3m (2010: AUD 3.0m), 100% of the shares of Fertecon Limited (”Fertecon”), a leading
CAD 1.0m (2010: CAD 1.0m) and BRL 4.9m (2010: BRL nil). provider of Fertiliser Commodities pricing data and market
Interest is payable at the local base rate plus margins that intelligence, for initial consideration of £17.3m and further
vary between 1% and 6%. performance-related consideration estimated at £2.1m payable
in two years. The acquisition of Fertecon is an excellent fit with
The principal financial covenant ratios under the private our existing Agra group. The combination of Fertecon’s fertiliser
placement and revolving credit facilities are maximum net debt industry knowledge with Agra’s insight into the agrifoodsector
to EBITDA of 3.5 times and minimum EBITDA interest cover of will create a unique resource of information and analysis.
4.0 times, tested semi-annually. At 31 December 2011 both
financial covenants were comfortably achieved, with the ratio Eurozone risk
of net debt (using average exchange rates) to EBITDA reduced
Recent guidance released by the Financial Reporting Council
from 2.3 times at 31 December 2010 to 2.1 times at 31 December
(“FRC”) requires the Group to comment on its exposure to risks
2011. The ratio of EBITDA to net interest payable in the year
from the Eurozone crisis.
ended 31 December 2011 was 8.9 times (2010: 9.3 times).
The Group’s liquidity risk (its ability to service short
Return on Capital Employed term liabilities) is considered low in all scenarios bar a
During 2011 we have completed a number of bolt-on fundamental collapse of the financial markets. Whilst
acquisitions and we strengthened our events platform with the Group’s revolving credit facility is normally at least
the acquisitions of Brazil Trade Shows Partners Participacoes partially drawn in Euros (EUR 25m at 31 December 2011)
S.A. and Ibratexpo Feiras E Eventos LTDA. in Brazil. this could alternatively be drawn in other currencies, and
at 31 December 2011 there is headroom of £281.5m on the
Acquisitions have to meet our acquisition criteria which Group’s borrowing facilities. At 31 December 2011, EUR 50m
include delivering returns in excess of the Group’s WACC in of the Group’s £467m private placement financing and EUR
the first full year, being earnings enhancing in the first full 16m of the Group’s £24.8m of cash and cash equivalents are
year and achieving a cash payback within seven years. denominated in Euros.
Annual Report & Financial Statements for the year ended 31 December 2011 27
Informa plc
The Group’s treasury policy imposes ratings based limits We refinanced the Group in April, putting in place a new
on the quantum of deposits that may be held with any five year facility until 2016. I am pleased with the support we
financial institution at any time. For further details see received from our core group of banks which supplemented
Note 29 to the Consolidated Financial Statements. the funds raised in the US private placement market in 2010.
The discipline we have shown around our balance sheet has
The Group’s solvency risk (its ability to meet its liabilities in contributed to the relatively low cost of funding.
full) is also considered low. The most significant exposure is
with regards to the potential impairment of goodwill and There was a significant amount of work undertaken integrating
intangibles relating to the European Conferences cash the back office of Datamonitor into our shared service centre
generating unit as outlined in Note 16 to the Consolidated structure. I am pleased that this structure was able to absorb
Financial Statements. over £120m of annual revenues and that the cost savings
originally identified were delivered. We created more scale in
Just under 3.5% of Group revenues are generated from Singapore by relocating and merging three smaller shared
customers located in Portugal, Italy, Greece and Spain. There is service centres to support our Middle East and Far East
a close correlation between the Group revenues denominated businesses. We are on a path of continuous improvement
in Euros (12% of the Group total in 2011) and costs across the shared service centre structure and although we
denominated in Euros (10%). have more to do I am pleased with the progress to date.
I would like to thank all the finance teams around the world
Conclusion
for all their hard work in 2011.
It is frustrating that yet again we need to assess these results
We enter 2012 in a stronger financial position than we were a
against the backdrop of uncertain economic market
year ago – refinanced, a more integrated structure, a lower net
conditions. Perhaps instead of thinking about a cycle, low
debt to EBITDA ratio and an overall improvement in our return
growth or no growth will be the medium term norm. Over the
on capital employed.
past four years, we have changed the structure of the Group to
enable it to perform better in these tougher economic times.
Marginal revenue streams across our publishing divisions have
been eliminated and a few thousand smaller conferences and Adam Walker
training courses have been removed from the Events portfolio. Finance Director
Whilst this may limit some growth in any up cycle it produces a
more resilient, high quality set of earnings. Our Group revenue
is back to the heights it reached in 2008 but at a significantly
higher margin of 26.4% (2008: 23.9%).
28 Annual Report & Financial Statements for the year ended 31 December 2011
Informa plc
A number of factors (“risk factors”) could potentially affect the Group’s operating results and financial condition. In common with
other information providers, the Group’s profitability depends in part on the prevailing economic environment and the strength of
the academic, professional and business communities to which it sells. In addition, the Group’s profitability is dependent on
maintaining a strong and highly motivated management team, maintaining brand reputation, enforcement of intellectual
property rights, quality of information and its ability to use and protect the security of its marketing databases. This section
describes some of the principal risk factors that the Directors believe could materially affect the Group. The Group adopts a risk
management process that is monitored by the Board and which is intended to ensure a consistent and coherent approach to the
risk factors that are described in this section and to those other risk factors that may arise or which may become material in the
future. Alongside the description on each risk is a note of the main mitigating factors or actions which the Group takes.
Risk Mitigation
business review
1. The Group’s businesses are affected by the economic conditions of Mitigation is achieved, where possible, through the
the sectors and regions in which they and their customers operate and Group’s diversification of its operations across vertical
markets and geographies, which provides a broad
the markets in which the Group operates are highly competitive and
customer base. The Group maintains a competitive
subject to rapid change advantage through ongoing investment in its
The performance of the Group depends on the financial health and strength of its customers, products, reinforcing its market leading position in
which in turn is dependent on the economic conditions of the industries and geographic many markets. The Group also recognises that its
regions in which they operate. Traditionally, spending on parts of the Group’s products has competitiveness is maintained by the recruitment and
been cyclical due to companies spending significantly less in times of economic uncertainty. retention of key employees – see point 5.
Additional negative factors include downward pressure on budgets and corporate
During the recent difficult economic conditions the
consolidation in certain sectors (e.g. financial services). Global economic conditions also
Group has enhanced its credit control function with
mean that certain customers might become insolvent which may in turn lead them to
a view to maintaining tighter control over upfront
default on payments for products already purchased. Unforeseen disruptions, whether
payments for events and subscriptions and also
caused by natural causes or otherwise, can also be detrimental to the Group’s businesses.
continuous monitoring of trade receivables to mitigate
The markets for the Group’s products are highly competitive and in a state of ongoing and further default risk.
uncertain change. Some of the Group’s principal competitors have substantial financial
resources, recognised brands, technological expertise and market experience that may
better position them to anticipate and respond to these changes. If the Group is unable to
successfully enhance and/or develop its products in a timely fashion, the Group’s revenue
could be affected. There are also low barriers to entry in relation to certain parts of the
Group’s businesses.
2. The Group’s intellectual property (“IP”) rights may not be The Group protects its rights by consolidating its
adequately protected and may be challenged by third parties portfolio of trademark registrations, implementing its
brand protection strategy, and increasing its digital
The Group relies on agreements with its customers and trademark, copyright and other IP rights protection. The Group supports these activities
laws to establish and protect the IP rights subsisting in its journals, books and training through membership of organisations that defend IP
materials. However, these rights may be challenged, limited, invalidated or circumvented by rights globally.
third parties seeking to infringe or otherwise profit from the Group’s proprietary rights
without its authorisation. In addition, there is now a growing amount of copyright legislation
relating to digital content. These laws remain under legislative review and there remains
significant uncertainty as to the form copyright law may ultimately take. Additionally,
enforcement of IP rights is limited in certain jurisdictions, and the global nature of the
internet makes it impossible to control the ultimate destination of content produced by the
Group. The Group may also be the subject of claims of infringement of the rights of others or
party to claims to determine the scope and validity of the IP rights of others. Litigation based
on these claims is common amongst companies that utilise digital IP.
3. The Group’s Academic Information division’s revenue can The Group is constantly developing its product types
be adversely affected by changes in the purchasing behaviour and content range to minimise this effect so that
academic institutions consider that the Group’s online
of academic institutions
and print based content are an important purchase
Academic institutions fund purchases of Group products from budgets that may be even in times of economic uncertainty and austerity.
sensitive to changes in private (including endowments) and governmental sources of Additionally, the Group has developed its reach, and
funding particularly in times of economic uncertainty and austerity. Accordingly, any continues to expand its sales activities outside of the
such decreases are likely to affect adversely the Group’s results within its AI division. more established western territories to the faster
developing markets, like Asia, where economic
growth is currently stronger.
Annual Report & Financial Statements for the year ended 31 December 2011 29
Informa plc
5. The Group relies on the experience and talent of its senior The Group offers compensation packages which are
management and on its ability to recruit and retain key employees competitive based on current market information and
thereby give it the best opportunity to recruit and
for the success of its business
retain people of sufficient calibre. The Group believes
The successful management and operations of the Group are reliant upon the contributions that its people are challenged in their day to day work
of its senior management and other key personnel. In addition, the Group’s future success and obtain appropriate and relevant experience to
depends in part on its ability to continue to recruit, motivate and retain highly experienced develop further and prepare for progression within the
and qualified employees in the face of often intense competition from other companies. organisation, which assists in their retention.
Additionally, many of the Group’s key employees are employed by the Group under
As a Group we actively seek feedback from staff
profit-sharing or profit related bonus arrangements with respect to the businesses they
through Employee Engagement Surveys. The results of
operate, and in times of declining profit there can be no assurances that the Group will be
these surveys are shared with all staff, the basis of
able to retain such senior management or other key personnel (or indeed that the Group
agreed action planning and analysed against previous
will be able to attract new personnel to support the growth of its business).
year’s results. The Group actively seeks recognition
through established External Awards. The gaining of
these awards is influential when recruiting key talent
and maximising the engagement levels of current staff.
6. Changes in tax laws or their application or interpretation may The Group employs an experienced Head of Group Tax
adversely impact the Group who keeps abreast of potential changes in tax
legislation across a range of jurisdictions, engaging in
The Group operates in a large number of countries. Accordingly, its earnings are subject to tax pro-active tax planning strategies which enable the
in many jurisdictions. Relevant authorities may amend the substance or interpretation of tax Group to react quickly to changes in the tax position of
laws that apply to the Group’s businesses, in a manner that is adverse to the Group. There can any of its companies or businesses.
therefore be no assurance that the various levels of taxation to which the Group is subject will
not be increased or changed. In addition, if any Group company is found to be, or to have
been, tax resident in any jurisdiction other than those in which the Group is currently deemed
to be tax resident or to have a permanent establishment in any such jurisdiction, this may
have a material adverse effect on the amount of tax payable by the Group. Given that the
Company has its domicile in Zug, Switzerland, the risk may be more pronounced.
30 Annual Report & Financial Statements for the year ended 31 December 2011
Informa plc
business review
8. Breaches of the Group’s data security systems or other The Group regularly invests in improving data security,
unauthorised access to its databases could adversely affect digital rights encryption and contracted obligations of
distributors. These efforts are led by a designated Data
the Group’s businesses and operations
Security Officer. In the event of unauthorised access,
The Group has valuable databases and as part of its business provides its customers the Group would protect its IP as outlined in point 2.
with access to database information. There are persons who may try to breach the Group’s
data security systems or gain other unauthorised access to its databases in order to
misappropriate such information for potentially fraudulent purposes or to approach the
Group’s customers for commercial purposes. As the techniques used by such persons
change frequently, the Group may be unable to anticipate or fully protect against the threat
of breaches of data security or other unauthorised access. This could damage the Group’s
reputation and expose it to risks of loss, litigation and/or regulatory action, as well as
increase the likelihood of more extensive governmental supervision of these activities in a
way that could adversely affect this aspect of the Group’s business.
9. The Group is subject to regulation regarding the use of personal The Group seeks to monitor ongoing changes to data
customer data protection laws and best practices across its main
trading areas in order to ensure that appropriate
The Group is increasingly required to comply with strict data protection and privacy protections and procedures are in place in relation to
legislation which restrict the Group’s ability to collect and use personal information. the data held by or on behalf of the Group. This work
The need to comply with data protection legislation can affect the Group in a number is overseen by a Group Data Privacy Officer.
of material ways, including making it more difficult to grow and maintain marketing data
and also through potential litigation or regulatory action relating to the alleged misuse of
personal data. In some cases, the Group may rely on third party contractors to maintain its
databases. The Group is exposed to the risk that its data could be wrongfully appropriated,
lost or disclosed, or processed in breach of data protection regulation, by or on behalf of the
Group, in which case the Group could face liability under data protection laws and/or suffer
reputational damage from the resulting lost customer goodwill.
10. The Group may be adversely affected by enforcement of and The Group monitors legislative and regulatory changes
changes in legislation and regulation affecting its businesses and that and alters its business practices where appropriate.
of its customers
Compliance with various laws and regulations may impose significant compliance costs
and restrictions on the Group or alternatively fines for non-compliance. In addition, such
regulations often provide broad discretion to the administering authorities and changes
in existing laws or regulations, or in their interpretation or enforcement, could require
the Group to incur additional costs in complying with those laws, or require changes to
its strategy, operations or accounting and reporting systems. In particular, laws and
regulations relating to communications, data protection, e-commerce, direct marketing
and digital advertising have become more prevalent in recent years. Existing and proposed
legislation and regulations may impose limits on the Group’s collection and use of certain
kinds of information and its ability to communicate such information effectively to its
customers. Similarly, the Group’s customers are required to comply with various laws,
regulations, administrative actions and policies that are subject to change. For example, the
Group relies on the pharmaceutical industry for a proportion of its publishing subscription
revenue. Changes in government health policies and regulatory pressures may affect
pharmaceutical companies’ ability or desire to continue to commit the same levels of
spending with the Group as they do currently. Anti-bribery legislation, which has now been
introduced in the UK, may continue to pose particular challenges, given the uncertainty
concerning some of its provisions.
Annual Report & Financial Statements for the year ended 31 December 2011 31
Informa plc
12. Significant operational disruption caused by a major disaster Business continuity plans have been implemented
across the Group, including disaster recovery programs,
Major disasters, arising from either natural causes or man-made, have the potential to and plans to minimise business disruption. Risk
significantly disrupt the operation of the business. In particular, the success of the Group’s assessments are also carried out for all higher risk
Events and Training division is dependent on bringing potentially large numbers of locations used by the Group, and these are reviewed
individuals to events, either as paying delegates or non-paying visitors to exhibitions. Events on a regular basis. The Group also has relevant
that have the capacity to result in significant operational disruption to global travel include insurance cover for such occurances.
natural disasters, military conflict, political unrest, terrorist activity and industrial action.
Additionally, disasters can disrupt the Group’s electronic platforms and distribution systems
as outlined in point 7.
13. Reliance on or loss of key customers or exhibitions, including as The Group continuously monitors changes in its market
a result of increased accessibility to free or relatively inexpensive places and regularly seeks feedback from customers,
adjusting its product offering in response where
information sources may reduce demand for the Group’s products
appropriate. The Group also invests in its products
In recent years, more public sources of free or relatively inexpensive information have and delivery platforms.
become available, particularly through the internet, and this trend is expected to continue.
For example, some governmental and regulatory agencies have increased the amount of
information they make publicly available at no cost. Such sources may reduce demand for
the Group’s Publishing products.
In the Events and Training division there are a number of exhibitions that individually
contribute significantly to the profitability of their respective business units, because of the
size of the events and the relatively high gross profit margins earned by them.
32 Annual Report & Financial Statements for the year ended 31 December 2011
Informa plc
Corporate Responsibility
“2011 saw the launch of a new vision for Informa – to become the world’s
best knowledge provider. This is a bold vision and a vision that is completely We can
aligned with our Corporate Responsibility (“CR”) Strategy. In the past few
years, we have added breadth and depth to the way we think about and have our
practise CR. We believe we can have the biggest CR impact through our
content. Not neglecting the issues that are important to all companies –
biggest cr
people, environment, communities – we want to step up our efforts around impact
content. We refer to this focus as our “brainprint” which denotes the ability
to aspire, challenge and engage our many audiences – be they conference
through
delegates, scientific journal readers or professionals in need of timely our
business review
information. Our 2011 CR reporting marks a step in that direction.”
content
Emma Blaney, Group HR and CR Director
OUR CR STRATEGY
Annual Report & Financial Statements for the year ended 31 December 2011 33
Informa plc
1.Ensuring the highest quality content 2. Ensuring retention and development of the
Ensuring the integrity of the Group’s content is fundamental brightest people to manage its content
to its survival and ability to make a positive impact on society. The Group is a knowledge provider and its people are its
The Group’s clients need to trust that events and publications strongest asset. We remain committed to delivering training
are rigorously researched and reliable in every way. and professional development to further the expertise the
Group needs to succeed globally. In 2011, Informa was certified
Taylor & Francis continues to operate an independent peer review as one of Britain’s Top Employers for the fourth year in a row
process of their publications. For the PCI division an Editorial and based on independent research by the CRF Institute. The internal
Content Code was developed some years ago, and this is now a training centre, Informa Academy, continued to grow, boosting
formal part of the induction training for all new editorial staff. the online learning resources available and increasing attendance
The Group also needs to ensure that its content is relevant and to webinars and courses by 19% compared with 2010. In one part
bespoke. The majority of its publications and events are seen as of the business, “try days” were introduced, giving employees the
thought-leaders in their fields and many define knowledge in a chance to shadow work in departments other than their own. A
particular area. In 2011, the Group won considerable external partnership with the national UK youth charity, the Prince’s Trust,
recognition for its content. Lloyd’s List Intelligence for example was also launched giving UK staff the opportunity to develop
won two Professional Publishers’ Association awards while Forum, skills as they run workshops for young people. Lastly, the Group
an Informa training business, was named in TrainingIndustry.com’s continues to develop its approaches to flexible working. Taylor
2011 Top 20 Lists for Content Development, Leadership Training and Francis developed a “preferred working hours” policy at their
and Sales Training Companies. It was the only company in its head office, allowing staff flexibility in when they arrive in the
industry to appear in all three lists. A number of publications and morning. Much of the business has also developed initiatives to
events also provoke and facilitate debate around sustainability. To enable mothers to return to work, offering reduced hours and
give an idea, two new conferences, “Building Green” and “Future home-working where workable. Such initiatives have for example
Cities”, were launched in Denmark and Dubai last year on the resulted in over 80% of mothers returning to work from maternity
subject of sustainable development. leave at Taylor & Francis.
34 Annual Report & Financial Statements for the year ended 31 December 2011
Informa plc
business review
• Taylor & Francis Online Mobile now provides access to 1,600 • One of the Group’s publications, Psychology Press,
journals and reference works through mobile phones became amongst the most popular Twitter feeds of its
kind in the world
• Informa Healthcare launched a podcast-based learning • Lloyd’s List launched the 1st ever app for shipping news
platform for physicians
Informa also worked together with the International Association It is also essential that the Group makes its content as accessible as
for Digital Publishers on an Affordable Access Program for possible to all its audiences. Across the Group, the Informa web
students in developing countries with limited access to scientific estate is huge and ensuring it abides by the highest accessibility
materials and low income. standards is a challenge. One of the Group’s academic publishers
has committed to accessibility standards and programmes
globally for those with print disabilities. Informa intends to build
on these and other experiences by launching webinars and
guidelines on best practice in 2012 across all Informa businesses.
Annual Report & Financial Statements for the year ended 31 December 2011 35
Informa plc
Board of Directors
Below are brief biographical details for each of the Directors and the Company Secretary of Informa plc.
36 Annual Report & Financial Statements for the year ended 31 December 2011
Informa plc
governance
a Masters in Management from The Stanford Graduate School of completed the Harvard Business School Advanced
Business. He was appointed as a Non-Executive Director with Management Program, and is a Life Peer.
effect from 1 October 2005 and is a member of the Audit,
Nomination, and Remuneration Committees.
Annual Report & Financial Statements for the year ended 31 December 2011 37
Informa plc
Advisers
38 Annual Report & Financial Statements for the year ended 31 December 2011
Informa plc
Directors’ Report
The Directors present their Annual Report and Accounts • the results for the year are explained in detail in the
(“Consolidated Financial Statements”) on the affairs of Informa Financial Review and are summarised in the Consolidated
plc (the “Company”) and its subsidiaries (the “Group” or Income Statement on page 62 and the related Notes.
“Informa”), together with the financial statements and
auditor’s report, for the year ended 31 December 2011. In relation to the use of financial instruments by the Group, a
review is included within Note 30 to the Consolidated Financial
Corporate Structure Statements. There are no significant differences between the
market value of any interests in land of the Group and the
Informa plc is a public company limited by shares, incorporated amount at which those interests are included in the
in Jersey and domiciled in Switzerland. It has a primary listing on Consolidated Statement of Financial Position.
the London Stock Exchange.
As a whole the Annual Report provides information about the
Principal Activities Group’s businesses, its financial performance during the year
and likely future developments.
Informa provides academics, businesses and individuals with
unparalleled knowledge, up-to-the minute information and Other than as described in this report, there have not been any
highly specialist skills and services. Our AI division publishes significant changes to the Group’s principal activities during the
books and journals with in excess of 81,000 titles available that year under review and the Directors are not aware, at the date of
provide individuals and organisations with the knowledge they this report, of any likely major changes in the Group’s activities in
need to carry out their work. Our PCI businesses offer the new financial year. There have been no significant events
structured databases, subscription-based services, real-time since the reporting date, except as outlined in Note 38.
news, research and business-critical information creating
business advantage. We are the largest publicly-owned Dividends
organiser of exhibitions, events and training in the world
governance
The Directors have declared that a second interim dividend for
providing inspiring marketplaces and the opportunity for
the year of 11.80p per ordinary share to be paid on 21 May 2012
knowledge to be shared. The principal subsidiary undertakings
to ordinary shareholders registered as at the close of business on
affecting the profits or net assets of the Group in the year are
27 April 2012. Together with the first interim dividend of 5.00p
listed in Note 21 to the Consolidated Financial Statements.
per ordinary share paid on 16 September 2011, this makes a total
for the year of 16.80p per ordinary share (2010: 14.00p).
Business Review
The Company operates a Dividend Access Plan for all its
The Business Review includes details of the risks and
shareholders and as a result of this pays a second interim
uncertainties facing the Company and Group, along with a
dividend rather than a final dividend. Those shareholders who
review of the development and the operations and financial
hold fewer than 100,000 shares are deemed to consent to
performance of the business during the year, and is a true and
receive their dividends from Informa DAP Limited, a UK
fair review of the business conducted throughout the year.
incorporated Informa company. Those shareholders holding
Information that forms part of the Business Review is found
over 100,000 shares may elect to join the Dividend Access Plan
in the following sections of this Annual Report:
by completing an Election Form. This form is available from the
• information about the strategy, development and Company’s Registrars whose contact details can be found on
performance of the business during the financial year and page 140. If shareholders holding over 100,000 shares do not
future prospects are set out in the Chairman’s Statement elect to join the Dividend Access Plan, dividends will be
and the Chief Executive’s Review on pages 6 to 13; received from the Company which is domiciled in Switzerland
and may be subject to Swiss tax regulations. Shareholders may
• key performance indicators of the Group are described elect to receive shares instead of cash from their dividend
on page 22 to 23; allocation through the Dividend Reinvestment Plan (“DRIP”).
• our strategy in action is described on pages 14 to 21;
Directors and Directors’ Interests
• principal risks and uncertainties are described on pages
The names of Directors of the Company are set out on pages
29 to 32;
36 to 37, which includes brief biographical details.
• financial risk management objectives and policies
The Non-Executive Directors of Informa, being Derek Mapp,
(including a description of when hedge accounting has
Dr Pamela Kirby, John Davis and Dr Brendan O’Neill were all
been applied) and the Group’s exposure to price risk, credit
re-elected as Directors at the Annual General Meeting
risk, liquidity risk and cash flow risk are explained in Note 30;
(“AGM”) held on 10 May 2011. Stephen Carter was appointed
• information about the Group’s Corporate Responsibility as Non-Executive Director on 11 May 2010, and was elected
policies, including environmental, employee, and social as a Director at the 2011 AGM. There were no changes to the
and community issues are set out on pages 33 to 35; Board during the year.
Annual Report & Financial Statements for the year ended 31 December 2011 39
Informa plc
The remuneration and interests in the share capital of the set out in pages 2 to 59 of this document, forms the
Company of the Directors who held office as at 31 December 2011 management report for the purposes of the UK Financial
are set out in the Directors’ Remuneration Report on pages 51 Services Authority’s Disclosure and Transparency Rule (DTR) 4.
to 59. All the Directors offer themselves for re-election by the
The notice concerning forward looking statements is set out
shareholders at the next AGM. Details of the contracts of the
on page 139. References to the Company may also include
Executive and Non-Executive Directors with the Company can
references to the Group.
be found on page 56. There are no agreements in place between
the Company and its Directors and employees providing for Annual General Meeting
compensation for loss of office of employment (whether through
resignation, purported redundancy or otherwise) that occurs The Company’s AGM will be held on 17 May 2012, at the Radisson
because of a takeover bid. No Director was materially interested Blu Hotel, Zurich Airport, 8058 Zurich-Flughafen, Switzerland,
in any contract of significance. at 9am (Central European Summer Time). The notice is being
dispatched as a separate document to all shareholders. The
Directors’ Indemnities notice sets out the resolutions to be proposed at the AGM and
an explanation on each resolution. The notice is also available
Indemnities are in force under which the Company has agreed
at www.informa.com.
to indemnify the Directors, to the extent permitted by Jersey
law and the Company’s Articles of Association, in respect of Charitable and Political Contributions
any liability arising out of, or in connection with, the execution
of their powers, duties and responsibilities, as Directors of the The Group made charitable donations during the year of £0.3m
Company, any of its subsidiaries or as a trustee of an (2010: £0.3m), principally to local charities serving some of the
occupational pension scheme for employees of the Company. communities in which the Group operates. No political
The Company has purchased and maintains Directors’ and donations were made.
Officers’ insurance cover against certain legal liabilities and
Supplier Payment Policy
costs for claims in connection with any act or omission by its
Directors and Officers in the execution of their duties. The Company’s policy, which is also applied by the Group, is
to settle terms of payment with suppliers when agreeing the
Registration and Domicile terms of each transaction, to ensure that suppliers are aware
The Company’s registered office is at 22 Grenville Street, of the terms of payment and to abide by the agreed terms,
St Helier, Jersey, JE4 8PX. The Company is registered in Jersey provided that the supplier has provided the goods or services
under number 102786. The Company is domiciled in Switzerland in accordance with the relevant terms and conditions. Trade
with its head office at Gubelstrasse 11, CH-6300, Zug. payables of the Group at 31 December 2011 were equivalent to
45 days’ purchases (2010: 45 days), based on the average daily
Corporate Governance and Compliance amount invoiced by suppliers during the year.
A report on corporate governance, and the ways in which the Share Information
Company complies with the provisions of The UK Corporate
Governance Code (the “Code”) is set on pages 44 to 50, and Substantial Shareholdings
forms part of this report by reference. As at 31 December 2011, the Company had been notified of the
following substantial interests (over 3%) in the issued ordinary share
The Directors’ Report including details of the business, the capital of the Company. This table details those shares held under
development of the Group and likely future developments as discretionary management and therefore total voting rights.
As at 31 December 2011 As at 29 February 2012
Number % Number %
Fund Manager of shares held of shares held
M&G Investment Management (Prudential plc) 35,181,919 5.85 29,148,896 4.84
Marathon Asset Management 30,873,477 5.14 31,709,102 5.26
Fidelity Investments 30,712,576 5.11 31,971,590 5.31
Lazard Asset Management 30,268,974 5.03 30,921,878 5.13
Norges Bank Investment Management 29,148,278 4.85 29,328,774 4.87
Legal & General Investment Management 27,205,309 4.53 26,174,243 4.34
Standard Life Investments 22,176,524 3.69 26,515,997 4.40
F&C Asset Management 21,483,715 3.57 21,361,623 3.54
Invesco Perpetual 19,758,583 3.29 20,014,356 3.32
AllianceBernstein 18,970,593 3.16 <3%
Kames Capital (formerly AEGON UK Group of Companies) 18,858,145 3.14 18,096,537 3.00
Newton Investment Management <3% 18,280,812 3.03
40 Annual Report & Financial Statements for the year ended 31 December 2011
Informa plc
Rights and Obligations Attaching to Shares • pursuant to the Company’s share dealing code whereby
The rights attaching to the Company’s ordinary shares, being the Directors and certain employees of the Company
the only share class of the Company, are set out in the require approval to deal in the Company’s shares;
Company’s Articles of Association (“Articles”), which can be • where a shareholder with at least a 0.25% interest in the
found at www.informa.com. Subject to Jersey law, any share Company’s certificated shares has been served with a
may be issued with or have attached to it such preferred, disclosure notice and has failed to provide the Company
deferred or other special rights and restrictions as the with information concerning interests in those shares; and
Company may by special resolution decide or, if no such
resolution is in effect, or so far as the resolution does not make • the Directors may decide to suspend the registration of
specific provision, as the Board may decide. No such resolution transfers, for up to 30 days a year, by closing the register of
is currently in effect. Subject to the recommendation of the shareholders. The Directors cannot suspend the
Board, holders of ordinary shares may receive a dividend. On registration of transfers of any uncertificated shares
liquidation, holders of ordinary shares may share in the assets without obtaining consent from CREST.
of the Company. Holders of ordinary shares are also entitled to
There are no agreements between holders of ordinary shares
receive the Company’s Annual Report and Accounts and,
governance
that are known to the Company which may result in
subject to certain thresholds being met, may requisition the
restrictions on the transfer of securities or on voting rights.
Board to convene a general meeting (“GM”) or the proposal of
resolutions at AGMs. None of the ordinary shares carry any Shares Held on Trust
special rights with regard to control of the Company. Shares are from time to time held by a trustee in order to
satisfy entitlements of employees to shares under the Group’s
Voting Rights
share schemes. Usually the shares held on trust are no more
Holders of ordinary shares are entitled to attend and speak at
than sufficient to satisfy the requirements of the Group’s share
GMs of the Company and to appoint one or more proxies or, if
schemes for one year. The shares held by these trusts do not
the holder of shares is a corporation, a corporate representative.
have any special rights with regard to control of the Company.
On a show of hands, each holder of ordinary shares who (being
While these shares are held on trust their rights are not
an individual) is present in person or (being a corporation) is
exercisable directly by the relevant employees. The current
present by a duly appointed corporate representative, not being
arrangements concerning these trusts and their shareholdings
himself a member, shall have one vote and on a poll, every
are set out on page 58.
holder of ordinary shares present in person or by proxy shall
have one vote for every share of which he is the holder. Purchase of Own Shares
Electronic and paper proxy appointments and voting At the end of the year, the Directors had authority, under a
instructions must be received not later than 48 hours before a shareholders’ resolution passed on 10 May 2011, to purchase
GM. A holder of ordinary shares can lose the entitlement to vote through the market up to 10% of the Company’s issued ordinary
at GMs where that holder has been served with a disclosure shares as at 29 March 2011 (the date on which the AGM notice
notice and has failed to provide the Company with information was published). This authority expires at the conclusion of the
concerning interests held in those shares. Except as (1) set out AGM of the Company to be held on 17 May 2012.
above and (2) permitted under applicable statutes, there are no
limitations on voting rights of holders of a given percentage, Change of Control
number of votes or deadlines for exercising voting rights.
There are no significant agreements to which the Company
Restrictions on Transfer of Securities in the Company is a party that take effect, alter or terminate upon a change of
There are no restrictions on the transfer of securities in the control following a takeover bid (nor any agreements between
Company; except that: the Company and its Directors or employees providing for
compensation for loss of office or employment that occurs
• the Directors may from time to time refuse to register
because of a takeover bid) except for the Group’s private
a transfer of a certificated share which is not fully
placement loan notes and facilities described in Note 29 of
paid, provided it meets the requirements given
the Consolidated Financial Statements.
under the Articles;
Annual Report & Financial Statements for the year ended 31 December 2011 41
Informa plc
42 Annual Report & Financial Statements for the year ended 31 December 2011
Informa plc
As set out on pages 29 to 32 a number of risk factors and • properly select and apply accounting policies;
uncertainties could potentially affect the Group’s results and
financial position. In particular the current economic climate creates • present information, including accounting policies, in a
uncertainties over the level of demand for the Group’s products manner that provides relevant, reliable, comparable and
and services. The Group adopts an extensive budgeting process understandable information;
in forecasting its trading results and cash flows and updates • provide additional disclosures when compliance with the
these forecasts to reflect current trading on a regular basis. specific requirements in IFRSs are insufficient to enable
The Group’s net debt and banking covenants are discussed users to understand the impact of particular transactions,
in the Financial Review on page 27 and the exposure to other events and conditions on the entity’s financial
liquidity risk is discussed in Note 30 to the Consolidated position and financial performance; and
Financial Statements. • make an assessment of the Company’s ability to continue
The Group sensitises its projections to reflect reasonably as a going concern.
possible changes in trading performance and cash The Directors are responsible for keeping proper accounting
conversions, taking into account its substantial deferred records that disclose with reasonable accuracy at any time the
revenues (£327.0m at 31 December 2011). These forecasts and financial position of the Company and enable them to ensure
projections for the period up to 30 June 2013, show that the that the financial statements comply with the Companies
Group is expected to be able to operate within the level of its (Jersey) Law 1991. They are also responsible for safeguarding the
current facility and meet its covenant requirements for a assets of the Company and hence for taking reasonable steps for
period of one year from the date of the signing of the Group’s the prevention and detection of fraud and other irregularities.
financial statements for the year ended 31 December 2011.
The Directors are responsible for the maintenance and
After making enquiries, the Directors have a reasonable
governance
integrity of the corporate and financial information included
expectation that there are no material uncertainties that may on the Company’s website. Legislation in the UK governing the
cast significant doubt about the Company’s ability to continue preparation and dissemination of financial statements may
as a going concern. Accordingly, they continue to adopt the differ from legislation in other jurisdictions.
going concern basis in preparing the annual report and
financial statements. In accordance with DTR 4.1.12, the Directors confirm that, to the
best of their knowledge:
Directors’ Responsibilities
• the financial statements have been prepared in
The Directors are responsible for preparing the annual report accordance with the applicable set of accounting
and accounts in accordance with applicable law and regulations. standards and give a true and fair view of the assets,
liabilities, financial position and profit or loss of the
Company law requires the Directors to prepare financial
Company and the undertakings included in the
statements for each financial year.
consolidation taken as a whole; and
Under that law the Directors have elected to prepare the
• the management report, which is incorporated into
financial statements in accordance with International Financial
the Directors’ Report, includes a fair review of the
Reporting Standards (IFRSs) as adopted by the European
development and performance of the business and the
Union. The financial statements are required by law to be
position of the Company and the undertakings included
properly prepared in accordance with the Companies (Jersey)
in the consolidation taken as a whole, together with a
Law 1991.
description of the principal risks and uncertainties that
International Accounting Standard 1 requires that financial they face.
statements present fairly for each financial year the Company’s
Approved by the Board and signed on its behalf by
financial position, financial performance and cash flows. This
requires the faithful representation of the effects of transactions,
other events and conditions in accordance with the definitions
and recognition criteria for assets, liabilities, income and Rupert Hopley
expenses set out in the International Accounting Standards Company Secretary
Board’s ‘Framework for the preparation and presentation of 23 February 2012
financial statements’. In virtually all circumstances, a fair
presentation will be achieved by compliance with all applicable
IFRSs. However, the Directors are also required to:
Annual Report & Financial Statements for the year ended 31 December 2011 43
Informa plc
The Board recognises that it is accountable to shareholders for • reviewing the environmental, health and safety policies
its standards of governance and is therefore committed to the of the Group;
principles of corporate governance contained in The UK
Corporate Governance Code (the “Code”) published in June • approving appointments to, and removals from, the
2010 (previously the Combined Code). Board and of the Company Secretary;
As a company listed on the London Stock Exchange, Informa is • approving policies relating to Directors’ remuneration; and
subject to the Listing Rules of the Financial Services Authority • reviewing the dividend policy and determining the
(the “FSA”) and complies with the provisions of the Code and amounts of dividends.
relevant institutional shareholder guidelines.
The Board has delegated the following activities to the
As Informa is incorporated in Jersey, it is not subject to the UK Executive Directors:
Companies Act. However, the Board considers it appropriate to
provide shareholder safeguards which are similar to those that • the development and recommendation of strategic plans
apply to a UK registered company and are consistent with the for consideration by the Board that reflect the longer-term
relevant provisions of the UK Companies Act. objectives and priorities established by the Board;
This report describes how Informa has applied the main • implementation of the strategies and policies of the
provisions of the Code. It is in the Board’s view that the Company Group as determined by the Board;
has been fully compliant with all the Code provisions throughout
• monitoring of the operating and financial results against
the year ended 31 December 2011. Together this report and the
plans and budgets;
Directors’ Remuneration Report on pages 51 to 59, explain how
the Company has applied the principles and supporting • monitoring the performance of acquisitions and
principles of good Governance set out in the Code. investments against plans and objectives;
44 Annual Report & Financial Statements for the year ended 31 December 2011
Informa plc
Peter Rigby was appointed as Chief Executive of Informa on updated on the Group’s business and the environment in
17 March 2008 and has the responsibility of running the which it operates, by written briefings and by meetings with
Company. As Chief Executive, he has direct charge of the senior executives, who are invited to attend and present at
Group on a day-to-day basis and is accountable to the Board Board meetings from time to time. They are also updated on
for its operational and financial performance. He is also any changes to the legal and governance requirements of the
primarily responsible for implementation of the Company’s Group and those which affect themselves as Directors and are
strategy including ensuring the achievement of the Group’s able to obtain training, at the Group’s expense, to ensure they
budgets and optimising the Group’s resources. He also has are kept up-to-date on relevant new legislation and changing
primary responsibility for managing the Group’s risk profile, commercial risks.
identifying and executing new business opportunities and for
management development and remuneration. Regular reports and papers are circulated to the Directors in
a timely manner in preparation for Board and Committee
Dr Pamela Kirby was appointed as Senior Independent Director meetings. These papers are supplemented by any
on 17 March 2008 and is available to meet shareholders on information specifically requested by the Directors from
request and to ensure that the Board is aware of any time to time. The Non-Executive Directors receive monthly
shareholder concerns not resolved through existing management reports from the Chief Executive and the
mechanisms for investor communication. She acts as a Finance Director which enable them to scrutinise the Group’s
sounding board for the Chairman and, if and when and management’s performance against agreed objectives.
appropriate, serves as an intermediary for the other Directors. More details on Board and Committee meetings can be
found on page 47.
Directors and Directors’ Independence
Performance Evaluation of the Board and
The Board includes independent Non-Executive Directors its Committees
who constructively challenge and help develop proposals on
governance
strategy and bring strong, independent judgement, The Board utilises a formal and rigorous process, led by the
knowledge and experience to the Board’s deliberations. The Chairman, for the annual internal evaluation of the performance
independent Directors are of sufficient calibre and number of the Board, its principal Committees and individual Directors.
that their views carry significant weight in the Board’s On appointment the Directors are made aware that their
decision-making process. The Board considers all of its performance will be subject to evaluation. The Non-Executive
Non-Executive Directors to be independent in character and Directors led by the Senior Independent Director meet at least
judgement. In particular none of them has any personal or annually to appraise the Chairman’s performance.
business relationships which give rise to any conflict or
potential conflict and each freely contributes to Board and A full and extensive external board evaluation was carried
Committee discussions and decision making. out in 2010 of the corporate governance of Informa plc,
including an evaluation of its Chairman. The review resulted in
There is an agreed procedure in place for the Directors to a detailed analysis of the operation and effectiveness of both
obtain independent professional advice, at the Group’s the Board and its Committees and of compliance with the
expense, should they consider it necessary to do so in order to Code. The feedback was provided both orally and in a written
carry out their responsibilities. The Directors’ contracts are report. The conclusions provided a very positive report on the
available for inspection at the registered office and principal Company’s governance and provided some suggestions for
office during normal business hours and will be available for improvement. These findings were considered by the Board as
inspection at the AGM. part of its decision making for 2011. In accordance with the
Code the next external board evaluation will take place within
Information and Professional Development the next two years.
On appointment the Directors receive relevant information Re-Election
about the Group, the role of the Board and the matters
reserved for its decision, the terms of reference and The Company’s Articles of Association provide for all Directors
membership of the principal Board Committees and the to be subject to annual re-election at the AGM. The Board is
powers delegated to those Committees, the Group’s corporate satisfied, following independent formal evaluation, that each
governance policies and procedures and the latest financial Director continues to be effective and to demonstrate
information about the Group. This is supplemented by commitment to their role.
introductory meetings with key senior executives. On
appointment the Directors are also advised of their legal and Diversity
other duties and obligations as a Director of a listed company.
Informa operates a successful business based on a proven track
Throughout their period in office, the Directors are regularly record of equal opportunity and reward for performance.
Annual Report & Financial Statements for the year ended 31 December 2011 45
Informa plc
Across the management of the Group around 50% are women perceptions. The Company’s brokers’ reports on the Group are
and we are committed to maintaining this level. In 2011, also circulated to all Directors, as are monthly reports of
women accounted for 59% of all internal promotions. significant changes in the holdings of larger investors.
At Board level, we believe that the current representation of The AGM, for which at least 20 working days’ notice is given
one female Non-Executive Director (14%) is the minimum and where shareholders are invited to ask questions during the
acceptable and whilst below the target that has been set for meeting and are able to meet with the Directors after the
2015, with a small number of Directors this percentage can meeting, is normally attended by all the Directors. The number
increase quickly with a new appointment. However, we are of proxy votes for, against or withheld in respect of each
reluctant at this stage to increase the size of the Board as a resolution is disclosed at the AGM and a separate resolution is
small Board fits Informa’s entrepreneurial culture and approach proposed for each item.
to fast commercial decision making and we do not want to
accelerate the departure of existing male Non-Executives, who The Group’s corporate website at www.informa.com provides
are both high quality and high contributors to the Board and a wide range of information about the Group which is of
the business. As opportunities arise through natural vacancies interest to both institutional and private investors. This
and rotation, our intention is to ensure we achieve an includes all announcements made by the Company to the FSA
increasing level of women membership of the Board. as well as video recordings of the half year and full year
presentations made to analysts, and details of the Group’s
The Company Secretary business and sectors in which it operates.
During the year, John Burton resigned from the Company with Procedures to Deal with Directors’ Conflicts
effect from 31 August. Adam Walker was appointed as of Interest
Company Secretary on an interim basis on 1 September until
Rupert Hopley was appointed Company Secretary and Group The Company’s Articles, which were adopted by shareholders
General Counsel with effect from 1 November. The Company on 2 June 2009, include provisions covering Directors’ conflicts
Secretary is responsible for advising the Board through the of interest.
Chairman on all governance matters and all Directors have The Articles allow the Board to authorise any matter that
access to his advice and services. would otherwise involve a Director breaching his duty to avoid
conflicts of interest. The Company has procedures in place to
Relations with Shareholders deal with a situation where a Director has a conflict of interest.
The Company is committed to maintaining good As part of this process, the Board will endeavour to:
communications with investors. Derek Mapp as Chairman
• consider each conflict situation separately on its
and Dr Pamela Kirby as Senior Independent Director
particular facts;
provides the Board with feedback on any issues raised
with them by shareholders. • consider the conflict situation in conjunction with
the Company’s Articles;
Financial results are announced on a quarterly basis. The Chief
Executive and Finance Director give presentations on the half • keep records and Board minutes as to authorisations
year and full year results in face to face meetings with granted by Directors and the scope of any approvals
institutional investors, analysts and the media, which are also given; and
accessible via webcast on www.informa.com. After the release
of the Interim Management Statements in respect of the first • regularly review conflict authorisations.
and third quarters, the Company holds webcasts for
institutional investors, analysts and the media. In addition to
Internal Control and Risk Management
these presentations, the Executive Directors have frequent The Board is responsible for the Group’s system of internal
discussions with institutional shareholders on a range of issues, control and for reviewing its effectiveness. Such a system is
including governance and strategy, affecting the Group’s designed to manage rather than eliminate the risk of failure
performance. Meetings are also held with the Group’s largest to achieve business objectives and can only provide
institutional shareholders on an individual basis following the reasonable, and not absolute, assurance against material
announcement of the Group’s half-yearly and full year results misstatement or loss. The concept of reasonable assurance
and on other occasions. In addition, the Group responds to recognises that the cost of control procedures should not
individual ad hoc requests for discussions from institutional exceed the expected benefits.
shareholders. Following meetings held with shareholders after
the half-yearly and full year results announcements, the Board The Board has an ongoing process for identifying, evaluating
is provided with feedback from the Executive Directors, the and managing the significant risks faced by the Group. This
Group’s brokers and its public relations advisers on investor process was in place throughout the year under review and up
46 Annual Report & Financial Statements for the year ended 31 December 2011
Informa plc
to the date of approval of the Annual Report and Accounts, and cross section of senior officers and managers of the Group
is in accordance with the Turnbull Guidance “Internal Control: and is chaired by the Finance Director. The Risk Committee
Revised Guidance for Directors on the Combined Code”. supports the Board in its consideration of current and
forward-looking material business risk exposures.
The key features of Informa’s system of internal control and risk
management systems in relation to the financial reporting • The external auditor present their proposed annual audit
process include: plan for approval by the Audit Committee and report on
any issues identified in the course of their work, including
• Business planning – all business units produce and agree
internal control reports on control weaknesses, which
an annual business plan against which the performance of
were provided to the Audit Committee as well as
the business is regularly monitored.
executive management.
• Financial analysis – each business unit’s operating
• Internal Audit present their proposed annual audit plan
profitability and capital expenditure are closely
for approval by the Audit Committee and reports on
monitored. Management incentives are tied to financial
reviews and tests of key business processes and control
results. These results include explanations of variances
activities, including following up the implementation of
between forecast, actual and budgeted performance, and
management action plans to address any identified
are reviewed in detail by executive management on a
control weaknesses and reporting any overdue actions
monthly basis. Key financial information is reported to the
to the Audit Committee.
Board on a monthly basis.
During 2011, KPMG LLP were engaged to provide the Group
• Group Authority Framework – the framework provides
with Internal Audit services and act as Head of Internal Audit.
clear guidelines for all business units of the approval limits
for capital and operating expenditure, and other key The Board confirms that no significant failings or
business decisions. weaknesses have been identified from the reviews
governance
performed by Internal Audit.
• Risk assessment – a risk assessment is embedded into the
operations of the Group and a bottom up risk assessment Board Meetings and Committees
is submitted to executive management and the Board for
approval. Each business unit considers the significant risks At each meeting the Board received information regarding
to its business and to the achievement of the proposed current trading, business unit performance, and treasury
plan. In doing so, each unit considers risk in terms of information. At certain times of the year the Board reviews and
probability of occurrence and potential impact on discusses budgets, capital expenditure, risks, financial
performance, and mitigating actions, control statements and strategy. The Board is also provided with
effectiveness and management responsibility are updates when appropriate on aspects such as changes in
identified to address these risks. legislation, acquisition potentials and changing business
environment, in addition to regular investor relations feedback
The Board regularly reviews the effectiveness of the Group’s and analysis.
system of internal controls, including financial, operational and
compliance controls, risk management and the Group’s Each Committee reports to, and has its Terms of Reference
high-level internal control arrangements. In performing its approved by the Board, and all Committee minutes are
review of effectiveness, the Audit Committee considered the circulated to the Board as soon as possible after each meeting.
following reporting: No unscheduled meetings were held during the year. The
number of scheduled Board meetings and Committee
• The Risk Committee reports on the effectiveness of risk meetings attended as a member by each Director during
management, governance and compliance activity within the year are set out below.
Informa. This Committee comprises the Chief Executive, a
Annual Report & Financial Statements for the year ended 31 December 2011 47
Informa plc
In 2011 the Committee has fulfilled its duties under its terms of
The membership of the Audit Committee is set out above. reference during the year and discharged its responsibilities
The Committee’s terms of reference were reviewed and last primarily by:
amended in July 2011 and are available on the Company’s • reviewing the Group’s draft full year and half-yearly results
website. The Committee’s terms of reference allow it to obtain statements prior to Board approval and reviewing the
independent external advice at the Company’s expense. No external auditor’s detailed reports thereon. In particular
such advice was obtained during 2011. The Audit Committee reviewing the opinions of management and the auditor in
has at least one member possessing recent and relevant relation to the carrying values of the Group’s assets and
experience, as recommended in the Financial Reporting any contingent liabilities;
Council’s Guidance on Audit Committees. Its Chairman,
Dr Brendan O’Neill, has extensive experience of Audit • reviewing the appropriateness of the Group’s
Committee procedures, and John Davis is a qualified Chartered accounting policies;
Accountant and until November 2010 was the Chief Financial
Officer of Yell Group plc. The meetings of the Committee • reviewing regularly the impact on the Group’s financial
operate so as to investigate the key accounting, audit and risk statements of matters such as the adoption of
issues that are relevant to the Group. The mixture of International Financial Reporting Standards;
experience of its members assist in providing a challenging • recommending to the full Board, which adopted the
environment in which these issues are debated. The Finance recommendation, the reappointment of Deloitte LLP as
Director, Deputy Finance Director, Head of Internal Audit and the Group’s external auditor;
Head of Group Tax attend all or part of its proceedings in order
to provide information to, and be questioned by, the • reviewing and recommending the audit fee and
Committee. The composition of the Committee was reviewed reviewing non-audit fees payable to the Group’s external
during the year and the Board and Committee are satisfied that auditor to the Board;
it has the expertise and resource to fulfil its responsibilities
• reviewing the external auditor’s plan for the audit of the
effectively including those relating to risk and control.
Group’s financial statements, which included key areas of
The Audit Committee monitors the integrity of the Group’s scope of work; key risks on the financial statements;
financial statements and any formal announcements relating to confirmations of auditor independence and the
the Group’s performance. The Committee is responsible for proposed audit fee and approving the terms of
monitoring the effectiveness of the external audit process and engagement for the audit;
making recommendations to the Board in relation to the
48 Annual Report & Financial Statements for the year ended 31 December 2011
Informa plc
• reviewing the Group’s system of controls and its • a report from the external auditor describing their
effectiveness. In particular, it approves the annual internal arrangements to identify, report and manage any conflicts
audit plan and it reviews the work done by Internal Audit of interest; and
and actions which follow from the work;
• the overall extent of non-audit services provided by the
• approving the decision to outsource the Internal Audit external auditor, in addition to its approval of the
function, and the overseeing and appointment of KPMG provision of non-audit services by the external auditor
LLP in this role; that exceed the pre-approval threshold.
• reviewing the Group’s systems to identify and manage To assess the effectiveness of the external auditor, the Audit
risks (including regular consultation with the Head of Committee reviewed:
Internal Audit and in particular the operation of the
Group’s Risk Committee); and • the arrangements for ensuring the external auditor’s
independence and objectivity;
• reviewing post-acquisition reports on integration and
performance of significant recent acquisitions compared • the external auditor’s fulfilment of the agreed audit plan
to plans. and any variations from the plan;
The Audit Committee also monitors the Group’s • the robustness and perceptiveness of the auditor in their
whistleblowing procedures to ensure that appropriate handling of the key accounting and audit judgements; and
arrangements are in place for employees to be able to raise • the content of the external auditor’s reporting on
matters of possible impropriety in confidence, with suitable internal control.
subsequent follow-up action.
Following the above, the Audit Committee has recommended
governance
The Audit Committee also undertakes a thorough performance to the Board that Deloitte LLP is re-appointed. Deloitte LLP has
evaluation which is led by the Chairman of the Committee. been the Group’s external auditor since 2004. The Audit
Committee considers that the relationship with the external
External Auditor auditors is working well and remains satisfied with their
The Audit Committee is also responsible for the development, effectiveness. The external auditor is required to rotate the
implementation and monitoring of the Group’s policy on audit partner responsible for the Group and parent company
external audit. The policy assigns oversight responsibility for audits every five years and the current senior statutory audit
monitoring the independence, objectivity and compliance partner has been in place since 2009. There are no contractual
with ethical and regulatory requirements to the Audit obligations restricting the Group’s choice of external auditor.
Committee, and day to day responsibility to the Finance
The Group has in place a policy for the provision of non-audit
Director. It states that the external auditor is jointly responsible
services by the external auditor. This policy provides that the
to the Board and the Audit Committee and that the Audit
firm’s services may only be provided where (1) auditor
Committee is the primary contact. The policy also sets out the
objectivity and independence may be securely safeguarded
categories of non-audit services which the external auditor will
and (2) where the fees payable either in respect of the
and will not be allowed to provide to the Group, subject to de
assigned work or overall in any year do not exceed the amount
minimis levels.
of fees payable in respect of its audit work.
To fulfil its responsibility regarding the independence of the
Non-audit services, other than audit related services, provided
external auditor, the Audit Committee reviewed:
by the external auditor during 2011 related to tax advisory
• the external auditor’s plan for the current year, noting the services and services to improve clarity over working capital
role of the senior statutory audit partner, who signs the balances and reporting. The tax advisory services were below
audit report and who, in accordance with professional the Group’s pre-approval threshold. The services to improve
rules, has not held office for more than five years, and any clarity over working capital balances and reporting related to a
changes in the key audit staff; monitoring tool being installed. A separate team, independent
from the audit and tax audit team provided the service.
• the arrangements for day-to-day management of the
audit relationship;
Annual Report & Financial Statements for the year ended 31 December 2011 49
Informa plc
The Chief Executive usually attends meetings by invitation. The The membership of the Remuneration Committee is set out above.
Committee’s terms of reference were reviewed and amended in
February 2011 and are available on the Company’s website. The All of the members of the Remuneration Committee are
Nomination Committee considers the mix of skills and independent Non-Executive Directors, with the Chairman of the
experience that the Board requires and seeks the appointment Board only attending meetings by invitation. The Committee’s
of Directors who meet those requirements to ensure that the terms of reference were reviewed and amended in February
Board is effective in discharging its responsibilities. 2011 and are available on the Company’s website. The
Remuneration Committee’s principal responsibilities are to:
Rupert Hopley
Company Secretary
23 February 2012
50 Annual Report & Financial Statements for the year ended 31 December 2011
Informa plc
On behalf of the Remuneration Committee, the Board presents its report on Directors’ Remuneration for the year ended
31 December 2011. Although it is not a requirement of Jersey company law to have the Directors’ Remuneration Report approved
by shareholders, the Board believes that as a company whose shares are listed on the London Stock Exchange it is important in
terms of its corporate governance for it to do so. Accordingly a resolution to approve this Report will be proposed at the
forthcoming AGM.
2 information on which the Company’s auditor has reported as having been properly prepared.
Unaudited Information
Remuneration Committee
The Remuneration Committee (the “Committee”) is responsible to the Board for (1) formulating and recommending to the Board
remuneration policy and strategy for the Executive Directors and (2) reviewing individual remuneration packages of the Executive
Directors, including terms and conditions of employment and any changes.
The Committee also reviews the general remuneration framework for the senior management of the Group and approves the
operation of any Group share-based incentive schemes, including any Long-Term Incentive Plans (LTIPs). The Committee’s terms
of reference are available on the Group website. The membership of the Committee during 2011 was as follows, each of whom
served for the whole year:
governance
Dr Brendan O’Neill
John Davis
The Company Chairman, Derek Mapp, usually attends the meetings by invitation only but is not present when matters relating to his
own remuneration are discussed. The number of meetings of the Committee during 2011 and individual attendance by its members
are shown on page 47. None of the members who served on the Committee during the year had any personal financial interest (other
than as a shareholder of the Company) or conflicts of interests arising from cross-directorships or day-to-day involvement in running
the business.
The Committee makes recommendations to the Board. The principal activities carried out by the Committee during 2011 were:
• determination of the Executive Directors’ bonuses for 2010 and bonus targets for 2011;
• LTIP awards: determination of performance conditions, and new awards for both Executive Directors and senior management;
• determination that the performance conditions of the 2008 LTIP grant were not met, and therefore those awards lapsed;
• approval of a new Deferred Share Bonus Plan for both Peter Rigby and Adam Walker;
• consideration and approval of the Remuneration Report for the 2010 Annual Report;
In determining the Executive Directors’ remuneration, the Committee consulted the Chairman about its proposals; no Executive
Director played a part in any decision about his or her own remuneration. After appointment in 2010, Towers Watson continued to
provide advice to the Committee during the year. A statement regarding the Company’s remuneration consultants can be found
at www.informa.com. Towers Watson do not provide any other material services to the Group. Brendan O’Neill is a member of the
Towers Watson Inc board, the holding company of Towers Watson, and as such does not take part in any discussions regarding the
selection of advisors, or their contract. The Company Secretary, Rupert Hopley, who replaced John Burton during the year, and
Emma Blaney, the Group HR and CR Director, also provided assistance to the Committee during the year.
Annual Report & Financial Statements for the year ended 31 December 2011 51
Informa plc
Remuneration Policy
The remuneration of the Executive Directors is designed to provide for a competitive compensation package which reflects
the Group’s performance against financial objectives and personal performance criteria. Incentives reward above-average
performance and are designed to attract, motivate and retain high-calibre executives. The performance assessment of the
Executive Directors and the determination of their annual remuneration packages are undertaken by the Committee.
There are five elements of the remuneration package for Executive Directors:
• basic annual salary;
• benefits;
• annual bonus;
• share incentives; and
• relocation, retirement and life assurance benefits.
The Company’s policy is that a clear majority of the maximum potential remuneration of the Executive Directors should be
performance-related. As described further below, Executive Directors may earn an annual bonus and benefit from participation
in a performance-based LTIP. For 2011, all of the bonus earned by the Executive Directors was based on earnings per share (“EPS”)
performance. Their 2012 bonus targets have been set on the same basis. Vesting of LTIP awards is subject solely to total
shareholder return (“TSR”) performance as described below. The information below sets out the details of performance-related
remuneration to base salary and benefits for the Executive Directors paid or awarded in respect of the 2011 financial year. These
arrangements for bonus and LTIP awards reflect the Committee’s view that the best long-term interests of shareholders are
achieved though incentivising the Executive Directors through a dual focus on EPS and TSR growth.
The Committee is able to consider corporate performance on environmental, social and governance issues when setting the
remuneration of the Executive Directors. In its judgement the remuneration policies for both Executive Directors and senior
management do not raise environmental, social or governance/operational risks by inadvertently motivating irresponsible
behaviour. Senior management remuneration is set on a similar basis to the Executive Directors except often with lower basic
salary and substantially lower LTIP elements but proportionately more variable bonus/profit share provision. The latter is usually
tied directly to the annual profit performance of a business unit.
Executive Directors are entitled to accept appointments outside of the Company provided that the Chairman determines that it is appropriate.
During 2011 Peter Rigby served as Non-Executive Chairman of Electric Word plc, for which he received and retained fees of £12,000.
Relocation Benefits
As a result of the Company’s redomicile to Switzerland in 2009, the Committee has determined that the Company would provide
an ongoing relocation benefits allowance on the basis that the ongoing arrangements would be broadly cost-neutral to the
Company, taking into account estimated savings that the Company would be able to realise as the result of the relocation. The
main benefit provided from the allowance relates to the provision of housing in Switzerland. The costs of the provision of these
benefits is contained in the benefits in kind/allowances column of the table of Directors’ Emoluments on page 57 of this Report.
Reporting Currency
As the Executive Directors are now required to reside in Switzerland they have entered into new service contracts under which
they are paid in Swiss Francs (“CHF”). As a result, for clarity of reporting, all monetary benefits receivable by the Executive Directors
are set out in this report in CHF. However, the remuneration of the Directors in the financial statements is set out in Pounds Sterling
(“GBP”), the Company’s reporting currency.
52 Annual Report & Financial Statements for the year ended 31 December 2011
Informa plc
Basic Salary
The basic salaries of the Executive Directors are reviewed by the Committee prior to the beginning of each year and upon a
change of position or responsibility. In deciding appropriate levels, the Committee considers pay practices in the Group as a whole
and makes reference to objective external research which gives current information on remuneration practices in appropriate
comparator companies. Following a review at the end of 2011, and at the request of the Executive Directors, the Committee
resolved that there would be no change to the Executive Directors remuneration package for 2012.
2011 2012
Salary salary
Peter Rigby CHF 1,225,700 CHF 1,225,700
Adam Walker CHF 744,175 CHF 744,175
Other Benefits
Each of the Executive Directors receives a general benefit allowance of CHF42,500 per annum together with private medical
insurance cover and permanent health insurance cover.
The bonus scheme is focused on the achievement of budgeted EPS. Threshold performance requires achievement of 90% of
governance
budgeted EPS, below which no bonus is payable. Achievement of 90% of budgeted EPS will result in a bonus of 50% of basic
salary. Achievement of 100% of budgeted EPS will result in a bonus equal to 100% of basic salary. Achievement of 110% or more of
budgeted EPS will result in a maximum bonus equal to 150% of basic salary, though any award in excess of 100% of basic salary will
take the form of a conditional award of Company shares. Any EPS achievement between 90% and 110% will result in a pro rata
bonus between 50% and 150% of base salary. EPS for bonus purposes is calculated as the adjusted fully diluted earnings per share
number. The EPS calculation will be adjusted to eliminate any benefit or deterioration that changes in foreign exchange rates have
on Adjusted Operating Profit. To achieve that both the Actual Adjusted Operating Profit and the Budget Adjusted Operating Profit
are recalculated on a constant currency basis. While the Committee will adhere to the simple objective calculation it reserves the
right to adjust the calculation if it considers there has been a material change in circumstances, such as a major share issue or
significant Mergers and Acquisitions activity.
Any award of bonus above 100% may only take the form of a conditional award of shares in the Company which will vest only if
the Executive Director remains in employment throughout the deferral period of three years from the date of grant, subject to
good leaver provisions. The number of shares awarded will be determined by reference to the market value of the shares at the
date concurrent awards under the LTIP are made. Shares utilised for this purpose will be acquired by market purchase; newly
issued shares will not be used.
In February 2011 the Executive Directors were awarded a bonus of 107.9% with respect to the 2010 financial year. Of this, both
Executive Directors received 100% cash bonuses and the remaining bonus of 7.9% will be payable in deferred shares which are
exercisable from 2014, subject to the terms of the Deferred Share Bonus Plan (the “DSBP”). Under the DSBP award for 2010 Peter
Rigby will receive 14,822 shares and Adam Walker will receive 8,999 shares. More information regarding this is given on page 58.
Applying the sliding scale formula, a bonus of 113.6% of basic salary was awarded to each of Peter Rigby and Adam Walker for
the 2011 financial year, reflecting a year of good financial performance.
For 2012, the annual bonus will again be determined based on a sliding scale of diluted adjusted EPS performance, with the
maximum opportunity of 150% of basic salary for appropriately stretching levels of performance. If achieved, any award in
excess of 100% of base salary may only take the form of a conditional award of shares in the Company, which will vest only if
the Executive Director remains in employment throughout the deferral period of three years, subject to good leaver provisions.
Annual Report & Financial Statements for the year ended 31 December 2011 53
Informa plc
Awards were made to the Executive Directors in 2009, 2010 and 2011 of 150% of basic salary. A review of the total remuneration
packages of the Executive Directors was undertaken at the end of 2011 with the assistance of Towers Watson. It included an analysis of
benchmark data from a comparator group of FTSE 51-150 companies, excluding those in financial services. Following its review, while
the Committee concluded that there could be grounds for revisions to the LTIP component of the packages, it was resolved that no
changes be made for 2012. Consequently awards of 150% of salary will be made to the Executive Directors in 2012.
2008 Awards
The EPS-related performance conditions attaching to the LTIP awards made in 2008 had not been met as at 31 December 2010 and
accordingly the 2008 LTIP awards lapsed in March 2011.
• one half of the shares under an award will vest based on the Company’s TSR performance ranked against the TSR performance
of the constituents of the FTSE 350 index (excluding investment trusts). In respect of this half of an award 20% will vest for
ranking at median with 100% vesting for ranking at or above the upper quintile. Any ranking below median results in none of
the award vesting;
• one half of the shares under an award will vest based on the Company’s TSR performance ranked against the TSR performance
of the constituents of the FTSE All Share Media Index. In respect of this half of an award, 20% will vest for ranking at median with
100% vesting for ranking at or above the upper quintile. Any ranking below median results in none of the award vesting; and
• irrespective of the extent to which the TSR performance conditions have been met for the vesting of an award, an award will
not vest unless a general financial underpin is satisfied. If the Board is not satisfied that the underlying financial performance
of the Company is reflected in the TSR determined result, it will have the ability to scale back vesting (to zero if it considers it
appropriate to do so).
Use of TSR as a primary performance measure is considered the best way to align the longer-term interests of management and
shareholders, with the approach also being the most transparent way of ensuring that executives are incentivised to, and
rewarded for, the delivery of above market returns to shareholders. In addition, operating a general financial underpin also seeks
to ensure that a keen focus is maintained on the underlying financial performance of the business.
The shares awarded to participants of the LTIP grants are satisfied through the Informa Group Employee Share Trust, currently
administered by Nautilus Trust Company Limited in Jersey.
Following the relocation of both the Executive Directors to Switzerland, as overseas employees and in accordance with the rules
of the SIP, neither of the Executive Directors is able to continue to participate in the plan. Consequently, both Executive Directors
have ceased to contribute to the SIP and so have ceased to acquire shares through the plan. Shares previously acquired under the
SIP prior to the Executive Directors’ relocation remain in the SIP. Peter Rigby holds a total of 1,820 shares and Adam Walker 669
shares in the SIP.
54 Annual Report & Financial Statements for the year ended 31 December 2011
Informa plc
The Company introduced a US Stock Purchase Plan (SPP) in 2008 which was approved by shareholders at the AGM in May 2008.
Eligible employees are invited to join the SPP on an ongoing basis once they have completed six months’ service with the Company.
The SPP provides a means by which the Group’s US employees may purchase the Company’s shares at a 15% discount to the market
price. No tax benefit is available under the SPP. Eligible US employees can purchase up to $2,940 of shares per year out of post-tax
salary. Shares in Informa held in the SPP at the time of the Scheme of Arrangement becoming effective on 30 June 2009 were
exchanged for shares in the Company; accordingly no new SPP was introduced at this date.
Share Options
The Committee decided in 2005 to cease the granting of share options to Executive Directors. Details of subsisting share
options granted to Peter Rigby in 2004 and earlier are shown on page 58. Existing grants were amended for the Rights Issue on
27 May 2009 and rolled over to the Company in June 2009. The remaining share options held by Peter Rigby lapsed on 6 March 2011.
In Switzerland the maximum pension contribution payable free of deductions is CHF 208,800. For Peter Rigby the excess due
to him is paid in cash after deducting incremental Swiss employer social security costs.
governance
Further details of these entitlements are shown on pages 59.
Performance Graph
The graph below shows the Company’s performance, measured by TSR, compared with the performance of the FTSE All Share
Media Index, also measured by TSR, in the five-year period ended 31 December 2011. The FTSE All Share Media Index has been
selected for this comparison because the Company is a constituent company of that index.
140
120
100
80
60
40
20
0
Dec06 Dec07 Dec08 Dec09 Dec10 Dec11
Annual Report & Financial Statements for the year ended 31 December 2011 55
Informa plc
Directors’ Contracts
In March 2010, as a result of the relocation to Switzerland, the Executive Directors entered into new service contracts with the
Company. These contracts are under Swiss law but other than changes required to reflect local law and custom in Switzerland,
the terms and conditions are essentially the same as those contained in their previous service contracts which had been entered
into under English law.
There are no specific terms in relation to the service contracts concerning termination following a change of control or any special
rules concerning equity awards following termination; the Executive Directors are subject to the same rules and awards under
share schemes following a termination of employment as for all other participants of the relevant schemes. In the event of early
termination (except for cause), their contracts provide for compensation equal to basic salary, benefits allowance and retirement
benefit and, in the case of Peter Rigby only, bonus for the notice period. The Company’s policy in respect of protection from
exposure to the risk of payment in the event of termination of an Executive Director’s contract due to poor performance is to
ensure that in the event of a new Executive Director being appointed that no bonus is payable under the service contract in
the event of the Company making a payment in lieu of notice of termination. This policy was followed in relation to the service
contract of Adam Walker.
Each of the Non-Executive Directors has specific terms of appointment, terminable by three months’ notice. The dates of the
Directors’ original contracts are shown in the table below, although the contracts have been amended from time to time by letter
agreement as required, including to reflect the Group’s redomicile, the relocation to Switzerland of the Executive Directors and to
reflect changes to salary or fee levels. The contracts, which include details of remuneration, are available for inspection at the
registered office and principal office, and will be available for inspection at the AGM.
Non-Executive Directors
The remuneration of the Non-Executive Directors is determined by the Board within the limits set by the Articles of Association. As
stated above, no Director plays a part in any discussion about his or her remuneration. Fees are reviewed annually, taking account
of the responsibility and time commitment of the Non-Executive Directors, including a comparison with the level of fees paid by
other companies of similar size and complexity.
For 2011, annual fees were paid to the Non-Executive Directors as shown below and the Board has resolved that these fees will
remain at the same level in 2012.
2011 2012
£ £
Derek Mapp Non-Executive Chairman 216,300 216,300
Pamela Kirby Senior Independent Director and Chair of Remuneration Committee 67,000 67,000
John Davis Non-Executive Director 57,700 57,700
Brendan O’Neill Chairman of Audit Committee 70,040 70,040
Stephen Carter Non-Executive Director 57,700 57,700
Non-Executive Directors are not eligible to participate in any of the Company’s share incentive schemes or join any Company
pension scheme.
56 Annual Report & Financial Statements for the year ended 31 December 2011
Informa plc
Audited Information
As referred to above, from March 2010 the Executive Directors’ emoluments are payable in Swiss Francs. Accordingly, the information
for the Executive Directors in the table of Directors’ Emoluments below is set out in Swiss Francs. For 2010 and 2011 the figures have
been converted from Swiss Francs based on the average GBP / CHF exchange rate for 2010 of 1.6105, and 1.4152 for 2011.
2011 2010
CHF‘000 CHF‘000
Emoluments 5,289 5,195
Share incentive gains and payments 268 152
Retirement contributions (or cash payments in lieu) 569 519
6,126 5,866
Directors’ Emoluments
Benefits
Basic salary/ Bonus in kind/ Total Total
fees Accrued allowances 2011 2010
CHF‘000 CHF‘000 CHF‘000 CHF‘000 CHF’000
Executive Directors
Peter Rigby 1,226 1,226 379 2,831 2,745
governance
Adam Walker 744 744 306 1,794 1,747
1,970 1,970 685 4,625 4,492
Benefits
Bonus in kind/ Total Total
Fees Accrued allowance 2011 2010
CHF‘0001 CHF‘000 CHF‘000 CHF‘000 CHF‘000
Non-Executive Directors
Derek Mapp 306 – – 306 338
Pamela Kirby 95 – – 95 105
John Davis 82 – – 82 90
Brendan O’Neill 99 – – 99 110
Stephen Carter 82 – – 82 60
Total 664 – – 664 703
1
Based on an average exchange rate of 1.4152 during 2011.
Aggregate emoluments disclosed above do not include any amounts concerning (1) payments in respect of pension arrangements
(which are disclosed below in this report but except as noted above) or (2) the value of share options granted to or held by Directors
or of awards under the Company’s LTIP. Details of these share-based incentives are given below and the value the share based awards
which vested during the year are also included in the table of Aggregate Directors’ Remuneration set out above.
Annual Report & Financial Statements for the year ended 31 December 2011 57
Informa plc
None of the Directors had any beneficial interests in the shares of other Group companies. In addition to the beneficial interests
in the shares of the Company shown above, during 2011 Peter Rigby and Adam Walker were, for the purposes of the UK Companies
Act, regarded as interested in the ordinary shares held by Nautilus Trust Company Limited, as trustee of the Informa Group
Employee Share Trust. This trust held 46,527 shares at 31 December 2011. Employees of the Group (including Peter Rigby and
Adam Walker) are potential beneficiaries under this trust.
There have been no changes in Directors’ share interests from 31 December 2011 to the date of this Report.
Applying the bonus achieved of 113.6% for 2011, the Directors will be awarded a cash bonus of 100% of salary, and 13.6% of salary
will form the excess bonus awarded as shares, and held on trust, in accordance with the rules of the scheme. It is anticipated that
the shares awarded under this scheme in respect of 2011 will be granted in March 2012.
Market price
At Exercise at date of At
31 December price exercise 31 December Exercise
2010 Exercised Lapsed (p) (p) 2011 period
07.03.04 to
Peter Rigby 108,699 – 108,699 – – – 06.03.11
108,699 – 108,699 – – –
The market price of the Company’s ordinary shares at 31 December 2011 was 361.30p and the range during the year was between
313.90p to 461.10p. The daily average market price during the year was 393.53p.
58 Annual Report & Financial Statements for the year ended 31 December 2011
Informa plc
The subsisting LTIP awards for the Executive Directors are as follows:
At At End of
31 December 31 December Award performance
2010 Vested Lapsed Granted¹ 2011 date period
Peter Rigby 217,853 – 217,853 – – 09.04.2008 31.12.2010
411,764 – – – 411,764 04.08.2009 31.12.2011
262,631 – – – 262,631 08.04.2010 31.12.2012
– – – 290,761 290,761 09.03.2011 31.12.2013
892,248 – 217,853 290,761 965,156
Adam Walker 146,965 – 146,965 – – 09.04.2008 31.12.2010
250,000 – – – 250,000 04.08.2009 31.12.2011
159,454 – – – 159,454 08.04.2010 31.12.2012
– – – 176,533 176,533 09.03.2011 31.12.2013
556,419 – 146,965 176,533 585,987
¹ The market price of the Company’s shares on the grant date was 419.90 pence per share.
The grants were made on the terms described on page 54. Subject to achievement of the relevant performance conditions and
continued employment, these awards will vest subject to a three-year performance period, commencing on 1 January of the year
governance
of grant. The Committee noted that the EPS-related performance conditions covering the Executive Directors’ awards made in
2008 were not achieved and accordingly the 2008 awards lapsed in March 2011.
Payments made by the Group directly to Directors or their nominated retirement investment vehicles in respect of their retirement
benefit entitlements are as set out below. Consistent with the form of presentation of the financial information in the emoluments
table above, the figures below are provided in Swiss Francs.
2011 2010
CHF’000 CHF’000
Peter Rigby1 359 323
Adam Walker 210 196
1
Due to the CHF835,200 earnings cap into Swiss Pension Schemes, Peter Rigby’s payment is part into a pension scheme and part by way of cash payment.
Approval
This Report was approved by the Board of Directors and signed on its behalf by:
Dr Pamela Kirby
Chair of the Remuneration Committee
23 February 2012
Annual Report & Financial Statements for the year ended 31 December 2011 59
Informa plc
Financial Statements
60 Annual Report & Financial Statements for the year ended 31 December 2011
Informa plc
We have audited the Group financial statements (the Opinion on financial statements
“financial statements”) of Informa plc for the year ended
31 December 2011 which comprise the Consolidated Income In our opinion the financial statements:
Statement, the Consolidated Statement of Comprehensive
• give a true and fair view of the state of the Group’s and the
Income, the Consolidated Statement of Changes in Equity, the
Parent Company’s affairs as at 31 December 2011 and of the
Consolidated Statement of Financial Position, the Consolidated
Group’s and Parent Company’s profit for the year then ended;
Cash Flow Statement and the related notes 1 to 38. The financial
reporting framework that has been applied in their preparation • have been properly prepared in accordance with IFRSs as
is applicable law and International Financial Reporting Standards adopted by the European Union; and
(“IFRSs”) as adopted by the European Union.
• have been properly prepared in accordance with the
This report is made solely to the Company’s members, as a body, Companies (Jersey) Law 1991.
in accordance with Article 113A of the Companies (Jersey) Law
1991. Our audit work has been undertaken so that we might Matters on which we are required to report
state to the Company’s members those matters we are required by exception
to state to them in an auditor’s report and for no other purpose.
We have nothing to report in respect of the following:
To the fullest extent permitted by law, we do not accept or
assume responsibility to anyone other than the company and Under the Companies (Jersey) Law 1991 we are required to
the company’s members as a body, for our audit work, for this report to you if, in our opinion:
report, or for the opinions we have formed.
• proper accounting records have not been kept by the
Respective responsibilities of directors and auditor Parent Company, or proper returns adequate for our audit
have not been received from branches not visited by us; or
As explained more fully in the Statement of Directors’
Responsibilities, the Directors are responsible for the preparation • the financial statements are not in agreement with the
of the financial statements and for being satisfied that they give accounting records and returns; or
a true and fair view. Our responsibility is to audit and express an
opinion on the financial statements in accordance with • we have not received all the information and explanations
applicable law and International Standards on Auditing (UK and we require for our audit.
Ireland). Those standards require us to comply with the Auditing Under the Listing Rules we are required to review the part of the
Practices Board’s Ethical Standards for Auditors. Corporate Governance Statement relating to the Company’s
compliance with the nine provisions of the UK Corporate
Scope of the audit of the financial statements Governance Code specified for our review.
An audit involves obtaining evidence about the amounts and
disclosures in the financial statements sufficient to give Other matters
reasonable assurance that the financial statements are free from In our opinion the part of the Directors’ Remuneration Report to
material misstatement, whether caused by fraud or error. This be audited has been properly prepared in accordance with the
financial statements
includes an assessment of: whether the accounting policies are provisions of the UK Companies Act 2006 as if that Act had
appropriate to the Group’s circumstances and have been applied to the Company.
consistently applied and adequately disclosed; the
reasonableness of significant accounting estimates made by the We have reviewed the directors’ statement, in relation to going
directors; and the overall presentation of the financial concern as if the company had been incorporated in the UK and
statements. In addition, we read all the financial and non- have nothing to report to you in that respect.
financial information in the annual report to identify material
inconsistencies with the audited financial statements. If we
become aware of any apparent material misstatements or Ian Waller
inconsistencies we consider the implications for our report. for and on behalf of Deloitte LLP
Chartered Accountants and Recognized Auditor
London, UK
23 February 2012
Annual Report & Financial Statements for the year ended 31 December 2011 61
Informa plc
Attributable to:
– Equity holders of the parent 75.4 98.9
– Non-controlling interest 33 (1.1) –
62 Annual Report & Financial Statements for the year ended 31 December 2011
Informa plc
2011 2010
Notes £m £m
Profit for the year 74.3 98.9
Decrease in fair value of cash flow hedges 11.6 15.2
(Loss)/gain on translation of foreign operations (13.1) 34.6
Actuarial loss on defined benefit pension schemes 36 (5.1) (1.0)
Tax on income and expenses taken directly to equity 28 (3.6) (4.0)
Transfer from profit or loss on cash flow hedges – (0.6)
De-designation of hedge accounting 11 – 1.1
Other comprehensive (expense)/income for the year (10.2) 45.3
Total comprehensive income for the year 64.1 144.2
Attributable to:
– Equity holders of the parent 65.2 144.2
– Non-controlling interest 33 (1.1) –
financial statements
Annual Report & Financial Statements for the year ended 31 December 2011 63
Informa plc
Share Non-
Share premium Other Retained controlling Total
capital account reserves earnings Total interest equity
£m £m £m £m £m £m £m
At 1 January 2010 0.6 0.4 (1,225.0) 2,552.6 1,328.6 0.9 1,329.5
Profit for the year – – – 98.9 98.9 – 98.9
Decrease in fair value of cash flow
hedges – – 15.2 – 15.2 – 15.2
Gain on translation of foreign
operations – – 34.6 – 34.6 – 34.6
Actuarial loss on defined benefit
pension schemes (Note 36) – – – (1.0) (1.0) – (1.0)
Tax on income and expenses taken
directly to equity (Note 28) – – (4.3) 0.3 (4.0) – (4.0)
Transfer from profit or loss on cash
flow hedges – – (0.6) – (0.6) – (0.6)
De-designation of hedge
accounting – – 1.1 – 1.1 – 1.1
Total comprehensive
income for the year – – 46.0 98.2 144.2 – 144.2
Dividends to shareholders
(Note 14) – – – (74.1) (74.1) (0.9) (75.0)
Share award expense (Note 10) – – 2.1 – 2.1 – 2.1
Own shares sold – – – 3.7 3.7 – 3.7
Share options exercised – 0.9 – – 0.9 – 0.9
Purchase of non-controlling interest – – – (4.5) (4.5) – (4.5)
Transfer of vested LTIPS – – (1.5) 1.5 – – –
At 1 January 2011 0.6 1.3 (1,178.4) 2,577.4 1,400.9 – 1, 400.9
Profit/(loss) for the year – – – 75.4 75.4 (1.1) 74.3
Decrease in fair value of cash flow
hedges – – 11.6 – 11.6 – 11.6
Loss on translation of foreign
operations – – (13.1) – (13.1) – (13.1)
Actuarial loss on defined benefit
pension schemes (Note 36) – – – (5.1) (5.1) – (5.1)
Tax on income and expenses taken
directly to equity (Note 28) – – (4.7) 1.1 (3.6) – (3.6)
Total comprehensive (expense)/
income for the year – – (6.2) 71.4 65.2 (1.1) 64.1
Dividends to shareholders (Note 14) – – – (87.2) (87.2) (0.3) (87.5)
Share award expense (Note 10) – – 3.0 – 3.0 – 3.0
Own shares purchased – – (0.1) – (0.1) – (0.1)
Share options exercised – 0.3 – – 0.3 – 0.3
Purchase of non-controlling interest – – – – – (0.6) (0.6)
Disposal of non-controlling interest – – – – – 0.3 0.3
Transfer of vested LTIPS – – (1.3) 1.3 – – –
At 31 December 2011 0.6 1.6 (1,183.0) 2,562.9 1,382.1 (1.7) 1,380.4
64 Annual Report & Financial Statements for the year ended 31 December 2011
Informa plc
2011 2010
Notes £m £m
ASSETS
Non-current assets
Goodwill 16 1,764.8 1,753.7
Other intangible assets 17 969.8 1,047.0
Property and equipment 20 19.7 19.0
Deferred tax assets 28 – 1.2
Derivative financial instruments 30(b) 1.3 –
2,755.6 2,820.9
Current assets
Inventory 22 33.9 33.4
Trade and other receivables 23 251.4 235.0
Current tax asset 9.1 3.3
Cash at bank and in hand 24 25.0 27.8
Derivative financial instruments 30(b) 0.7 –
320.1 299.5
Total assets 3,075.7 3,120.4
Non-current liabilities
Long-term borrowings 29 806.9 639.8
financial statements
Deferred tax liabilities 28 164.7 189.3
Retirement benefit obligation 36 12.1 10.5
Provisions 27 12.2 19.8
Trade and other payables 25 7.1 4.6
Derivative financial instruments 30 (b) – 3.8
1,003.0 867.8
Current liabilities
Short-term borrowings 29 2.1 167.1
Current tax liabilities 140.8 142.1
Provisions 27 10.4 6.9
Trade and other payables 25 206.9 206.9
Deferred income 26 327.0 309.8
Derivative financial instruments 30 (b) 5.1 18.9
692.3 851.7
Total liabilities 1,695.3 1,719.5
Total equity and liabilities 3,075.7 3,120.4
These financial statements were approved by the Board of Directors on 23 February 2012 and were signed on its behalf by:
Annual Report & Financial Statements for the year ended 31 December 2011 65
Informa plc
2011 2010
Notes £m £m
Operating activities
Cash generated by operations 35 315.6 333.0
Income taxes paid (44.0) (37.5)
Interest paid (51.9) (37.5)
Net cash inflow from operating activities 219.7 258.0
Investing activities
Investment income 1.4 0.7
Proceeds on disposal of property and equipment 0.4 0.8
Purchases of intangible software assets 17 (12.6) (10.7)
Purchases of property and equipment 20 (7.7) (7.7)
Purchase of other intangible assets (26.2) (8.1)
Acquisition of subsidiaries and businesses 18 (83.4) (40.9)
Acquisition of non-controlling interest (0.3) (4.3)
Product development costs 17 (4.0) (9.6)
Proceeds on disposal of subsidiaries 0.6 –
Proceeds on disposal of other intangible assets 0.7 –
Net cash outflow from investing activities (131.1) (79.8)
Financing activities
Dividends paid to shareholders 14 (87.0) (74.1)
Dividends paid to non-controlling interest (0.3) (0.9)
Repayments of borrowings 35 (368.3) (783.6)
Loans drawn down/new bank loans raised 35 366.4 686.0
Proceeds from the issue of share capital 0.3 4.6
Net cash outflow from financing activities (88.9) (168.0)
66 Annual Report & Financial Statements for the year ended 31 December 2011
Informa plc
1 General information
The Company is incorporated in Jersey under the Companies (Jersey) Law 1991 and headquartered in Switzerland. The address of the
registered office is given on page 40. The consolidated financial statements as at 31 December 2011 and for year then ended comprise
those of the Company and its subsidiaries and its interests in jointly controlled entities (together referred to as the Group).
The nature of the Group’s operations and its principal activities are set out in the Principal Activities and Business Review sections of
the Directors’ Report on page 39.
The consolidated financial statements have been prepared on a going concern basis, for further analysis refer to the Directors’ Report
on page 42 to 43.
These financial statements are presented in pounds sterling (“GBP”) because that is the currency of the primary economic
environment in which the Group operates. Foreign operations are included in accordance with the policies set out in Note 3.
The adoption of these standards and interpretations has not led to any changes to the Group’s accounting policies.
IAS 12 (amended 2010) Deferred Tax: Recovery of Underlying Assets – not endorsed by the EU
IAS 19 (revised 2011) Employee Benefits – not endorsed by the EU
IAS 27 (revised 2011) Separate Financial Statements – not endorsed by the EU
IAS 28 (revised 2011) Investments in Associates and Joint Ventures – not endorsed by the EU
financial statements
IFRS 9 Financial Instruments – not endorsed by the EU
IFRS 10 Consolidated Financial Statements – not endorsed by the EU
IFRS 11 Joint Arrangements – not endorsed by the EU
IFRS 12 Disclosure of Interest in Other Entities – not endorsed by the EU
IFRS 13 Fair Value Measurement – not endorsed by the EU
Improvements to IFRSs (2011) – not endorsed by the EU
The Directors anticipate that the adoption of these Standards and Interpretations in future periods will have no material impact on
the financial statements of the Group, except for:
• IFRS 9 is a new standard which enhances the ability of investors and other users of financial information to understand the
accounting of financial assets and reduces complexity. IFRS 9 uses a single approach to determine whether a financial asset is
measured at amortised cost or fair value, replacing the many different rules in IAS 39. Other components to the standard such as
hedge accounting and balance sheet offsetting, will be issued in 2012. This standard is effective for accounting periods
commencing on or after 1 January 2015 and therefore the Group has not commenced its evaluation of the impact on the Group’s
reported profit or net assets.
Annual Report & Financial Statements for the year ended 31 December 2011 67
Informa plc
• IFRS 11 is a new standard which replaces IAS 31 and SIC 13. Under IFRS 11 joint control is defined as the contractually agreed
sharing of control of an arrangement which exists only when the decisions about the relevant activities require the unanimous
consent of the parties sharing control. IFRS 11 addresses only two forms of joint arrangements (joint operations and joint
ventures) and removes the option to account for using proportionate consolidation. This standard is effective for accounting
periods commencing on or after 1 January 2013. Since the current accounting for Joint Ventures is by proportionate
consolidation, the Group will consider in 2012 how it can change its system to equity accounting. This change in policy will
require a restatement of the comparative period as well.
• IFRS 13 is a new standard which provides guidance on the determination of fair value and introduces consistent requirements for
disclosure on fair value measurements. IFRS 13 applies to all transactions and balances (financial or non-financial) for which IFRSs
require or permit fair value measurements, with the exception of share-based payment transactions accounted for under IFRS 2
Shared-based Payment and leasing transactions within the scope of IAS 17 Leases. This standard is effective for accounting periods
commencing on or after 1 January 2013. The Group evaluated the impact on the Group’s consolidation and concluded that the
only item not covered within our existing IFRS disclosures, that is measured at fair value would be separately identified
Intangibles acquired in a material business combination.
68 Annual Report & Financial Statements for the year ended 31 December 2011
Informa plc
2 Basis of preparation
The financial statements have been prepared in accordance with IFRS adopted by the European Union and therefore comply with
Article 4 of the EU IAS Regulations.
Adjusted results
Management believes that adjusted results and adjusted earnings per share (Note 15) provide additional useful information on
underlying trends to shareholders. These measures are used for internal performance analysis and incentive compensation
arrangements for employees. The term “adjusted” is not a defined term under IFRS and may not therefore be comparable with
similarly titled profit measurements reported by other companies. It is not intended to be a substitute for, or superior to, IFRS
measurements of profit.
2011 2010
Notes £m £m
Restructuring and reorganisation costs 8 15.2 8.3
Acquisition related costs 7 1.4 1.3
Amortisation of other intangible assets 17 137.9 133.8
Impairment – Robbins Gioia 16/17 50.7 –
Impairment – Counsel on Education in Management 19 – 5.0
Impairment – Other 17 3.6 –
Subsequent re-measurement of contingent consideration 7 (2.9) 0.8
Profit on disposal of business 19 (0.1) –
De-designation of hedge accounting 11 – 1.1
Excess interest on early repayment of syndicated loans 11 1.5 1.1
207.3 151.4
Tax related to adjusting items 13 (54.9) (41.3)
152.4 110.1
• restructuring and reorganisation costs – the costs incurred by the Group in reorganising and integrating acquired businesses,
non-recurring business restructuring and the closure or disposal of businesses;
• amortisation of other intangible assets – the Group continues to amortise other intangible assets. The amortisation charge in
respect of intangible software assets is included in the adjusted results. The amortisation charge in respect of all remaining other
intangible assets is excluded from the adjusted results as management does not see these charges as integral to underlying trading;
financial statements
• impairment – the Group tests for impairment on an annual basis or more frequently when an indicator exists. The impairment
charge in respect of material acquisitions is individually disclosed. The impairment charge for those other separately identified
intangible assets has been linked with subsequent re-measurement of contingent consideration of those acquisitions;
• de-designation of hedge accounting – where syndicated loan facilities have been terminated early the fixed interest rate swaps
are of a greater value than the remaining borrowings. As the swap cannot be re-designated, the over hedged element of the
swaps has been charged to the income statement as an exceptional interest charge; and
• excess interest on early repayment of syndicated loans – capitalised facility fees are amortised over the loan periods but where
syndicated loan facilities have been terminated early, the unamortised fees are immediately expensed. This accelerated expense
is not viewed as being part of the underlying results and is thus excluded from the adjusted results.
The tax related to adjusting items is the tax effect of the items above and in 2011 it also includes the effect of the reduction in the UK
deferred tax rate from 27% to 25%.
Annual Report & Financial Statements for the year ended 31 December 2011 69
Informa plc
3 Accounting policies
Basis of accounting
The financial statements have been prepared on the historical cost basis, except for the revaluation of certain assets and financial
instruments. The principal accounting policies adopted, all of which have been consistently applied, are set out below.
Basis of consolidation
The Consolidated Financial Statements incorporate the accounts of the Company and all of its subsidiaries. The Consolidated
Financial Statements are prepared on a going concern basis. Control is achieved where the Company has the power to govern the
financial and operating policies of an investee entity so as to obtain benefits from its activities. The results of subsidiaries acquired or
sold are included in the consolidated financial statements from the effective date of acquisition or up to the effective date of disposal,
as appropriate. Where necessary, adjustments are made to the results of acquired subsidiaries to bring their accounting policies into
line with those used by other members of the Group.
All intra-group transactions, balances, income and expense are eliminated on consolidation.
Non-controlling interest in the net assets of consolidated subsidiaries are identified separately from the Group’s equity and consist
of the amount of those interests at the date of the original business combination plus their share of changes in equity since that date.
Revenue
Revenue is measured at the fair value of consideration received or receivable and represents amounts receivable for goods and
services provided in the normal course of business, net of discounts, VAT and other sales related taxes, and provisions for returns
and cancellations.
Subscription income is deferred and recognised over the term of the subscription.
Sponsorship and exhibition income is deferred and recognised when the event is held.
Delegates’ income represents fees earned and is recognised when the event is held.
Consulting and training revenues are recognised as services are delivered. Where consultancy services are provided over a period
of time, revenue is recognised using the stage of completion method when the outcome of the contract can be measured reliably.
The stage of completion is determined with regard to key milestones in the contract being attained and the percentage of services
performed under the contract as a percentage of the total services to be performed.
Interest income
Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable,
which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset’s
net carrying amount.
Dividend income
Dividend income from investments is recognised when the shareholders’ rights to receive payment have been established.
Business combinations
Business combinations from 1 January 2010:
The acquisition of subsidiaries is accounted for using the acquisition method. The consideration for each acquisition is measured at the
aggregate of fair values of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for
control of the acquiree. Acquisition costs incurred are expensed and included in adjusting items in the Consolidated Income Statement.
If the business combination is achieved in stages, the acquisition date fair value of the acquirer’s previously held equity interest in the
acquiree is remeasured to fair value at the acquisition date through profit or loss.
Any contingent consideration to be transferred by the acquirer will be recognised at fair value at the acquisition date. Subsequent
changes to the fair value of the contingent consideration which is deemed to be an asset or liability, will be recognised in accordance
with IAS 39 either in profit or loss or as a change to other comprehensive income. If the contingent consideration is classified as
equity, it should not be remeasured until it is finally settled within equity.
70 Annual Report & Financial Statements for the year ended 31 December 2011
Informa plc
Goodwill is initially measured at cost being the excess of the aggregate of the consideration transferred and the amount recognised
for non-controlling interest over the net identifiable assets acquired and liabilities assumed. If this consideration is lower than the fair
value of the net assets of the subsidiary acquired, the difference is recognised in profit or loss.
Goodwill
Goodwill arising on the acquisition of subsidiary companies and businesses is calculated as the excess of purchase consideration over
the fair value of net identifiable assets and liabilities at the date of acquisition. It is recognised as an asset at cost, assessed for
impairment at least annually and subsequently measured at cost less accumulated impairment losses. Any impairment is recognised
immediately in the Consolidated Income Statement and is not subsequently reversed.
For the purpose of impairment testing, goodwill is allocated to each of the Group’s cash generating units, as defined by the Board for
internal management purposes, expected to benefit from the combination. Goodwill is tested for impairment annually or more
frequently when there is an indication that it may be impaired. Where an impairment test is performed a discounted cash flow
analysis is carried out based on the cash flows of the cash generating unit compared with the carrying value of that goodwill.
Management estimate the discount rates as the risk affected cost of capital for the particular cash generating units. If the recoverable
amount of the cash generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the
carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying
amount of each asset in the unit.
Upon disposal, the attributable carrying value of goodwill is included in the calculation of the profit or loss on disposal.
Intangible assets
Intangible assets are initially measured at cost. For business combinations, cost is calculated based on the Group’s valuation
methodologies (Note 18). These assets are amortised over their estimated useful lives on a straight line basis, which are as follows:
Software which is not integral to a related item of hardware is included in intangible assets. Capitalised internal-use software costs
financial statements
include external direct costs of materials and services consumed in developing or obtaining the software, and payroll and payroll
related costs for employees who are directly associated with, and who devote substantial time to, the project. Capitalisation of these
costs ceases no later than the point at which the project is substantially complete and ready for its internal purpose. These costs are
amortised on a straight line basis over their expected useful lives which are deemed to be 3-10 years.
The Group does not have any intangible assets with indefinite lives (excluding goodwill).
The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the net sale proceeds and
the carrying amount of the asset and is recognised in the Consolidated Income Statement.
Annual Report & Financial Statements for the year ended 31 December 2011 71
Informa plc
The recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future
cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time
value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash generating unit) is estimated to be less than its carrying amount, the carrying amount
of the asset (or cash generating unit) is reduced to its recoverable amount. An impairment loss is recognised as an expense
immediately, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation
decrease.
Non-current assets and disposal groups are classified as held for sale if their carrying amount will be recovered through a sale
transaction rather than through continuing use. This condition is regarded as met only when the sale is highly probable and the asset
(or disposal group) is available for immediate sale in its present condition. Management must be committed to the sale which should
be expected to qualify for recognition as a completed sale within one year from the date of classification.
Inventory
Inventories are stated at the lower of cost and net realisable value. Cost comprises direct materials and expenses incurred in bringing
the inventory to its present location and condition. Net realisable value represents the estimated selling price less marketing and
distribution costs expected to be incurred.
Foreign currencies
Transactions in currencies other than the entity’s functional currency are recorded at the rates of exchange prevailing on the dates of
the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated at the rates
ruling at that date. These translation differences are disclosed in the Consolidated Income Statement.
Non-monetary items carried at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date
when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not
retranslated. Exchange differences arising on the retranslation of non-monetary items carried at fair value are included in the
Consolidated Income Statement for the period except for differences arising on the retranslation of non-monetary items in respect of
which gains and losses are recognised directly in equity. For such non-monetary items, any exchange component of that gain or loss
is also recognised directly in equity.
The statements of financial position of foreign subsidiaries are translated into pounds sterling at the closing rates of exchange. The
results are translated at an average rate, recalculated for each month between that month’s closing rate and the equivalent for the
preceding month.
Foreign exchange differences arising from the translation of opening net investments in foreign subsidiaries at the closing rate are
taken directly to the translation reserve. In addition, foreign exchange differences arising from retranslation of the foreign subsidiaries’
results from monthly average rate to closing rate are also taken directly to the Group’s hedging and translation reserve. Such
translation differences are recognised in the Consolidated Income Statement in the financial year in which the operations are
disposed of. The translation movement on matched long-term foreign currency borrowings, qualifying as hedging instruments under
IAS 39, are also taken directly to the hedging reserve.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign
entity and translated at the closing rate.
Leasing
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to
the lessee. All other leases are classified as operating leases.
72 Annual Report & Financial Statements for the year ended 31 December 2011
Informa plc
Assets held under finance leases and hire purchase contracts are capitalised at their fair value on the inception of the lease and
depreciated over the shorter of the period of the lease and the estimated useful economic lives of the assets. The corresponding
liability to the lessor is included in the Statement of Financial Position as a finance lease obligation. Finance charges are allocated over
the period of the lease in proportion to the capital amount outstanding and are charged to the Consolidated Income Statement.
Operating lease rentals are charged to the Consolidated Income Statement in equal annual amounts over the lease term.
Rental income from sub leasing property space is recognised on a straight line basis over the term of the relevant lease and is
matched with the corresponding payments made under the head lease.
Taxation
The tax expense represents the sum of the current tax payable and deferred tax.
Current tax is based on taxable profit for the year. Taxable profit differs from net profit as reported in the Consolidated Income
Statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items
that are never taxable or deductible. The Group’s liability for current tax is calculated using tax rates that have been enacted or
substantively enacted by the reporting date.
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in
the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the
balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax
assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary
differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the
initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the tax nor
accounting profit.
Deferred tax is calculated for all business combinations in respect of intangible assets and properties. A deferred tax liability is
recognised to the extent that the fair value of the assets for accounting purposes exceeds the value of those assets for tax purposes
and will form part of the associated goodwill on acquisition.
Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates except
where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not
reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable
that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised.
Deferred tax is charged or credited in the Consolidated Income Statement, except when it relates to items charged or credited
directly to equity, in which case the deferred tax is also dealt with in equity.
financial statements
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax
liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax
assets and liabilities on a net basis.
Pension costs
Certain Group companies operate defined contribution pension schemes for employees. The assets of the schemes are held
separately from the individual companies. The pension cost charge associated with these schemes represents contributions payable
and is charged as an expense when they fall due.
The Group also operates funded defined benefit schemes for employees. The cost of providing these benefits is determined using
the Projected Unit Credit Method, with actuarial valuations being carried out at each reporting date. Past service cost is recognised
immediately to the extent the benefits are vested, and otherwise are amortised on a straight line basis over the average period until
the benefits become vested. The current service cost and the recognised element of any past service cost are presented within
operating profit. The interest cost arising on the pension liability less the interest return on the scheme assets is presented within
finance costs. Actuarial gains and losses are recognised in full in the period in which they occur, outside of the Consolidated Income
Statement and in the Consolidated Statement of Comprehensive Income. The expected return on scheme assets reflects the estimate
made by management of the long-term yields that will arise from the specific assets held within the pension scheme.
The retirement benefit obligation recognised in the Consolidated Statement of Financial Position represents the present value of the
defined benefit obligation as adjusted for unrecognised past service cost and the fair value of any relevant scheme assets.
Annual Report & Financial Statements for the year ended 31 December 2011 73
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Financial assets are classified into the following categories: loans and receivables, cash and cash equivalents, and available-for-sale
investments. The classification is determined by management upon initial recognition, and it is based on the purpose for which the
financial assets were acquired.
Available-for-sale investments
Listed and unlisted shares held by the Group that are traded in an active market are classified as being available-for-sale and are
stated at fair value. Fair values of listed securities are based on quoted market prices and the unlisted securities are based on cost.
Gains or losses arising from changes in fair value are recognised directly in equity, until the security is disposed of or is determined to
be impaired, at which time the cumulative gain or loss previously recognised in equity is included in the Consolidated Income
Statement for the period. Where the investment is disposed of or is determined to be impaired, the cumulative gain or loss previously
recognised in the investments revaluation reserve is included in profit or loss for the period.
For unlisted shares classified as available-for-sale, a significant or prolonged decline in the fair value of the security below its cost is
considered to be objective evidence of impairment.
For all other financial assets objective evidence of impairment could include:
For certain categories of financial assets, such as trade receivables, assets that are assessed not to be impaired individually are
subsequently assessed for impairment on a collective basis. Objective evidence of impairment for a portfolio of receivables could
74 Annual Report & Financial Statements for the year ended 31 December 2011
Informa plc
include the Group’s past experience of collecting payments, an increase in the number of delayed payments in the portfolio past the
average credit period of 28 days (2010: 25 days), as well as observable changes in national or local economic conditions that correlate
with increased default risk on receivables. A specific provision will also be raised for trade receivables when there is objective
evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables. Significant
financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation, and default or
delinquency in payments (more than 90 days overdue) are considered indicators that the trade receivable is impaired.
For financial assets carried at amortised cost, the amount of the impairment is the difference between the asset’s carrying amount
and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.
The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade
receivables, where the carrying amount is reduced through the use of a provision account. When a trade receivable is considered
uncollectible, it is written off against the provision account. Subsequent recoveries of amounts previously written off are credited against
the provision account. Changes in the carrying amount of the provision account are recognised in the Consolidated Income Statement.
An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities.
Equity instruments issued by the Group are recorded at the proceeds received, net of direct issue costs.
Bank borrowings
Interest-bearing bank loans and overdrafts are recorded at the proceeds received, net of direct issue costs. Finance charges, including
premiums payable on settlement or redemption and direct issue costs, are accounted for on an accrual basis in the Consolidated
financial statements
Income Statement using the effective interest rate method and are added to the carrying amount of the instrument to the extent that
they are not settled in the period in which they arise.
Finance costs
Finance costs of debts are capitalised against the debt value on first drawdown of the debt and are recognised in the Consolidated
Income Statement using the effective interest rate method.
Trade payables
Trade payables are initially measured at fair value, and are subsequently measured at amortised cost, using the effective interest rate method.
The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense
over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the
expected life of the financial liability, or, where appropriate, a shorter period.
Annual Report & Financial Statements for the year ended 31 December 2011 75
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• hedges of a change of fair value of recognised assets and liabilities or firm commitments (fair value hedges); or
• hedges of a particular risk associated with a recognised asset or liability or a highly probable forecast transaction (cash flow hedge); or
The Group documents at the inception of the transaction the relationship between hedging instruments and hedged items, as well
as its risk management objectives and strategy for undertaking various hedging transactions. Furthermore, at the inception of the
hedge and on an ongoing basis, the Group documents whether the hedging instrument is highly effective in offsetting changes in
fair values or cash flows of the hedged item.
Changes in the fair value of derivative financial instruments that do not qualify for hedge accounting are recognised in the
Consolidated Income Statement as they arise.
Hedge accounting is discontinued when the hedge instrument expires or is sold, terminated, or exercised, or no longer qualifies for
hedge accounting. At that time, any cumulative gain or loss on the hedging instrument recognised in equity is retained in equity until
the forecast transaction occurs. If a hedged transaction is no longer expected to occur, the net cumulative gain or loss recognised in
equity is transferred to the Consolidated Income Statement in the period.
A derivative is presented as a non-current asset or a non-current liability if the remaining maturity of the instrument is more than 12 months
and it is not expected to be realised or settled within 12 months. Other derivatives are presented as current assets or current liabilities.
Provisions
Provisions are recognised when the Group has a present obligation as a result of a past event, and it is probable that the Group will be
required to settle that obligation. Provisions are measured at the Directors’ best estimate of the expenditure required to settle the
obligation at the reporting date, and are discounted to present value where the effect is material.
Restructuring provisions are recognised when the Group has a detailed formal plan for the restructuring that has been
communicated to the affected parties.
76 Annual Report & Financial Statements for the year ended 31 December 2011
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The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in
the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if
the revision affects both current and future periods.
In addition to the judgment taken by management in selecting and applying the accounting policies set out above, the Directors
have made the following judgments concerning the amounts recognised in the consolidated financial statements.
Asset lives are estimated based on the nature of the intangible asset acquired and range between 3 and 40 years.
For derivative financial instruments, assumptions are made based on quoted market rates adjusted for specific features of the
instrument. Other financial instruments are valued using a discounted cash flow analysis based on assumptions supported, where
possible, by observable market prices or rates.
financial statements
assets, as determining whether goodwill or intangible assets are impaired requires an estimation of the value in use of the cash
generating units to which goodwill has been allocated. The value in use calculation requires the directors to estimate the future cash
flows expected to arise from the cash generating unit and a suitable discount rate in order to calculate present value. Note 16 details
the assumptions that have been applied.
Pension assumptions
There are a number of assumptions management have considered on the advice of actuaries which have an impact on the results of
the valuation of the pension scheme liabilities at year end. The most significant assumptions are those relating to the discount rate of
return on investments and the rates of increase in salaries and pensions. Note 36 details the assumptions which have been adopted.
Deferred tax
Deferred tax assets and liabilities require management judgment in determining the amounts to be recognised. In particular,
judgment is used when assessing the extent to which deferred tax assets should be recognised with consideration given to the
timing and level of future taxable income.
Provisions
Provisions have been made for onerous leases, dilapidations and restructuring. These provisions are estimates and the actual costs
and timing of future cash flows are dependent on future events. Any difference between expectations and the actual future liability
will be accounted for in the period when such determination is made. Details of the Group’s provisions are set out in Note 27.
Contingent consideration
Contingent consideration relating to acquisitions has been included based on management estimates of the most likely outcome
(Note 18). However under IFRS3 (2008) subsequent re-measurement of contingent consideration is recognised in the Consolidated
Income Statement.
Annual Report & Financial Statements for the year ended 31 December 2011 77
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5 Revenue
An analysis of the Group’s revenue is as follows:
2011 2010
£m £m
Subscriptions 464.1 441.3
Delegates 319.6 319.7
Copy sales 210.1 212.4
Exhibition 134.0 107.4
Sponsorship 63.2 51.3
Consulting 55.2 64.0
Advertising 29.1 30.4
Total revenue 1,275.3 1,226.5
78 Annual Report & Financial Statements for the year ended 31 December 2011
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6 Business segments
Business segments
Management has identified reportable segments based on financial information used by the Board of Directors in allocating
resources and making strategic decisions.
The only change in the basis of segmentation or in the basis of measurement of segment profit or loss in the period is with regards to
the Events and Training segment.
The Group’s three identified reportable segments under IFRS 8 are therefore as follows:
Information regarding the Group’s reportable segments is disclosed below and has been prepared consistently with the Group’s
accounting policies. The comparatives have been updated to reflect the change in reportable segments.
Events and
AI PCI Training Total
£m £m £m £m
Revenue (Note 5) 323.6 370.5 581.2 1,275.3
Adjusted operating profit 116.2 114.0 106.0 336.2
Restructuring and reorganisation costs (Note 8) (1.3) (10.4) (3.5) (15.2)
Acquisition related costs (Note 2) (0.1) (0.2) (1.1) (1.4)
Subsequent re-measurement of contingent consideration (Note 2) – 2.6 0.3 2.9
financial statements
Intangible asset amortisation1 (Note 17) (27.9) (47.9) (62.1) (137.9)
Impairment (Note 2) – (2.4) (51.9) (54.3)
Operating profit/(loss) 86.9 55.7 (12.3) 130.3
Profit on disposal of business 0.1
Finance costs (Note 11) (47.6)
Investment income (Note 12) 5.8
Profit before tax 88.6
1
Excludes software amortisation.
Annual Report & Financial Statements for the year ended 31 December 2011 79
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Events and
AI PCI Training Total
£m £m £m £m
Revenue (Note 5) 310.2 364.9 551.4 1,226.5
Adjusted operating profit 109.3 110.4 93.5 313.2
Restructuring and reorganisation costs (Note 8) (1.2) (1.0) (6.1) (8.3)
Acquisition related costs (Note 2) – (0.7) (0.6) (1.3)
Subsequent re-measurement of contingent consideration (Note 2) – – (0.8) (0.8)
Intangible asset amortisation (Note 17) 1
(22.3) (56.0) (55.5) (133.8)
Impairment (Note 2) – – (5.0) (5.0)
Operating profit 85.8 52.7 25.5 164.0
Finance costs (Note 11) (44.0)
Investment income (Note 12) 5.0
Profit before tax 125.0
1
Excludes software amortisation.
The accounting policies of the reportable segments are the same as the Group’s accounting policies described in Note 3. Adjusted
operating result by operating segment is the measure reported to the Group’s Chief Executive for the purpose of resource allocation
and assessment of segment performance. Finance costs and investment income are not allocated to segments, as this type of activity
is driven by the central treasury function, which manages the cash positions of the Group.
Segment assets
2011 2010
£m £m
AI 939.1 931.3
PCI 1,037.4 1,057.5
Events and Training 1,063.0 1,071.0
Total segment assets 3,039.5 3,059.8
Unallocated assets 36.2 60.6
Total assets 3,075.7 3,120.4
For the purpose of monitoring segment performance and allocating resources between segments, management monitors the
tangible, intangible and financial assets attributable to each segment. All assets are allocated to reportable segments except for
corporate balances, including taxation (current and deferred). Assets used jointly by reportable segments are allocated on the basis of
the revenues earned by individual reportable segment.
80 Annual Report & Financial Statements for the year ended 31 December 2011
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The Group’s revenues from its major products and services were as follows:
2011 2010
£m £m
AI
Subscriptions 176.6 169.6
Copy sales 147.0 140.6
Total AI 323.6 310.2
PCI
Subscriptions 287.5 271.7
Copy sales 63.1 71.8
Advertising 19.9 21.4
Total PCI 370.5 364.9
financial statements
No individual customer amounts to more than 10% of the Group’s revenue.
Annual Report & Financial Statements for the year ended 31 December 2011 81
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Amounts payable to the auditor, Deloitte LLP and their associates by the Company and its subsidiary undertakings is provided below:
2011 2010
£m £m
Fees payable to the Company’s auditor for the audit of the Company’s annual
financial statements 0.8 0.7
Fees payable to the Company’s auditor and their associates for other services
to the Group:
Audit of the Company’s subsidiaries 0.5 0.5
Total audit fees 1.3 1.2
A description of the work of the Audit Committee is set out in the Corporate Governance Statement on page 48 and includes an
explanation of how auditor objectivity and independence is safeguarded when non-audit services are provided by the auditor.
82 Annual Report & Financial Statements for the year ended 31 December 2011
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Number of employees
2011 2010
AI 1,581 1,497
PCI 3,025 3,130
Events and Training 3,669 3,614
8,275 8,241
2011 2010
£m £m
Wages and salaries 312.6 304.1
Social security costs 30.8 29.6
Pension costs charged to operating profit (Note 36) 9.1 8.8
Share-based payment (Note 10) 3.0 2.1
Staff costs (excluding redundancy costs) 355.5 344.6
Redundancy costs (Note 8) 11.9 4.6
367.4 349.2
The remuneration of Directors, who are the key management personnel of the Group, is set out below in aggregate for each of the
categories specified in IAS 24 Related Party Disclosures (Note 37). Further information about the remuneration of individual Directors is
financial statements
provided in the audited part of the Directors’ Remuneration Report on pages 57 to 59.
2011 2010
£m £m
Short-term employee benefits 3.7 3.2
Post-employment benefits 0.4 0.3
Share-based payments 0.2 0.1
4.3 3.6
Annual Report & Financial Statements for the year ended 31 December 2011 83
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10 Share-based payments
The Group share options and Long-Term Incentive Plans (“LTIPs”) provide for a grant price equal to the average quoted market price
of the Group’s shares on the date of grant. The vesting period is generally three years. The options expire if they remain unexercised
after the exercise period has lapsed. Furthermore, options are forfeited if the employee leaves the Group before the options vest,
unless they meet certain eligibility criteria. The options are equity-settled.
The Group recognised total expenses of £3.0m (2010: £2.1m) related to equity-settled share-based payment transactions in the year
ended 31 December 2011.
Share options
The number and weighted average exercise prices of share options are as follows:
2011 2010
Weighted Weighted
average average
exercise exercise
Options price (p) Options price (p)
Outstanding at the beginning of the year 496,998 286.99 1,935,431 392.71
Forfeited/lapsed during the year (108,699) 436.40 (1,035,337) 489.99
Exercised during the year (158,133) 269.56 (403,096) 259.93
Outstanding at the end of the year 230,166 228.40 496,998 286.99
Exercisable at the end of the year 230,166 496,998
The weighted average share price at the date of exercise for share options exercised during the year was 269.56p (2010: 259.93p).
The options outstanding at 31 December 2011 had a weighted average remaining contractual life of 0.25 years (2010: 0.77 years) and
exercise prices ranging from 212.32p to 252.38p (Note 31).
Inputs used to calculate those fair values and the method of calculation are set out in the following tables:
84 Annual Report & Financial Statements for the year ended 31 December 2011
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2011 2010
Shares Shares
Opening balance 4,787,473 4,404,734
LTIPs vested in the year (133,074) (323,556)
LTIPs lapsed in the year (1,820,575) (598,442)
LTIPs granted in the year 1,434,523 1,304,737
Closing balance 4,268,347 4,787,473
In order to satisfy the share awards granted under Long-Term Incentive Plan, the share capital would be increased by up to 4,221,820
shares. The company is planning to issue additional share capital to satisfy the awards although if circumstances change it may
instead buy the shares as needed on the open market.
Expected volatility was determined by calculating the historical volatility of the Group’s share price over one, two and three years
financial statements
back from the date of grant. The expected life used in the model has been adjusted, based on management’s best estimate, for the
effects of non-transferability, exercise restrictions, and behavioural considerations.
A complete listing of all options outstanding as at 31 December 2011 is included in Note 31.
Annual Report & Financial Statements for the year ended 31 December 2011 85
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11 Finance costs
2011 2010
Notes £m £m
Interest expense on financial liabilities measured at
amortised cost 41.8 37.5
Interest cost on pension scheme liabilities 36 4.3 4.3
Total interest expense 46.1 41.8
De-designation of hedge accounting 2 – 1.1
Excess interest on early repayment of syndicated loans 2 1.5 1.1
47.6 44.0
12 Investment income
2011 2010
Note £m £m
Loans and receivables:
Interest income on bank deposits 1.4 0.7
Cash flow hedge ineffectiveness gain – 0.6
Expected return on pension scheme assets 36 4.4 3.7
5.8 5.0
86 Annual Report & Financial Statements for the year ended 31 December 2011
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13 Taxation
The tax charge comprises:
2011 2010
Note £m £m
Current tax 44.5 58.6
Deferred tax:
Current year 28 (18.9) (28.5)
Credit arising from UK corporation tax rate change (6.0) (4.0)
Deferred tax credit in respect of prior years 28 (5.3) –
Total tax charge on profit on ordinary activities 14.3 26.1
The tax related to adjusting items within the Consolidated Income Statement relates to the following:
The current and deferred tax is calculated on the estimated assessable profit for the year. Taxation is calculated on each jurisdiction
based on the prevailing rates of that jurisdiction.
financial statements
The total tax charge for the year can be reconciled to the accounting profit as follows:
2011 2010
£m % £m %
Profit before tax 88.6 125.0
Tax charge at weighted average rate 16.8 19.0 28.0 22.4
Permanent differences 3.7 4.1 0.4 0.3
Losses in certain jurisdictions that have not been recognised 5.1 5.8 1.7 1.4
Deferred tax credit arising from UK corporation tax rate change (6.0) (6.8) (4.0) (3.2)
Deferred tax credit in respect of prior years (5.3) (6.0) – –
Tax charge and effective rate for the year 14.3 16.1 26.1 20.9
The weighted average tax rate for 2011 has been adjusted for the impairment of Robbins Gioia which is not allowable for tax
purposes. Inclusion of this amount would unduly distort the weighted average tax rate for the period.
In addition to the income tax charge to the Consolidated Income Statement, a tax charge of £3.6m (2010: £4.0m) all of which relates to
deferred tax (Note 28) has been recognised directly in the Consolidated Statement of Comprehensive Income during the year.
Annual Report & Financial Statements for the year ended 31 December 2011 87
Informa plc
14 Dividends
2011 2010
£m £m
Amounts recognised as distributions to equity holders in the year:
Second interim dividend for the year ended 31 December 2009 of 7.85p per share – 47.0
First interim dividend for the year ended 31 December 2010 of 4.50p per share – 27.1
Second interim dividend for the year ended 31 December 2010 of 9.50p per share 57.1 –
First interim dividend for the year ended 31 December 2011 of 5.00p per share 30.1 –
87.2 74.1
Proposed second interim dividend for the year ended 31 December 2011
of 11.80p per share (2010: 9.50p per share) 70.9 57.1
Holders of 70,348 (2010: 49,237) ordinary shares of 0.1 pence each have waived their rights to receive dividends.
Pursuant to the Dividend Access Plan (“DAP”) arrangements put in place in 2009 as part of the Scheme of Arrangement, shareholders
in the Company are able to elect to receive their dividends from a UK source (a DAP election). Shareholders who (i) held 100,000 or
fewer shares on the date of admission of the Company’s shares to the London Stock Exchange and (ii) in the case of shareholders who
did not own the shares at that time, on the first dividend record date after they become shareholders in the Company, unless they
elect otherwise, are deemed to have elected to receive their dividends under the DAP arrangements. Shareholders who hold more
than 100,000 shares and who wish to receive their dividends from a UK source must make a DAP election. All elections remain in force
indefinitely unless revoked. Unless shareholders have made a DAP election, or are deemed to have made a DAP election, dividends
will be received directly from the Company, domiciled in Switzerland, and will be taxed accordingly.
88 Annual Report & Financial Statements for the year ended 31 December 2011
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Diluted
The diluted earnings per share calculation is based on the basic earnings per share 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, giving a weighted average of 602,928,726 (2010: 600,627,044).
The table below sets out the adjustment in respect of diluted potential ordinary shares:
2011 2010
Weighted average number of shares used in basic earnings per share calculation 601,047,454 600,421,797
Effect of dilutive share options 1,881,272 205,247
Weighted average number of shares used in diluted earnings per share calculation 602,928,726 600,627,044
2011 2010
£m £m
Profit for the year 74.3 98.9
Non-controlling interest 1.1 –
Adjusting items net of attributable taxation (Note 2) 152.4 110.1
Adjusted profit for the year attributable to equity shareholders 227.8 209.0
financial statements
Annual Report & Financial Statements for the year ended 31 December 2011 89
Informa plc
16 Goodwill
£m
Cost
At 1 January 2010 1,745.8
Additions in the year 14.0
Reclassification (Note 17) (9.5)
Exchange differences 24.3
At 1 January 2011 1,774.6
Additions in the year 65.2
Disposals (Note 19) (0.2)
Exchange differences (11.1)
At 31 December 2011 1,828.5
Accumulated impairment losses
At 1 January 2010 (18.5)
Impairment losses for the year (Note 2) (3.1)
Exchange differences 0.7
At 1 January 2011 (20.9)
Impairment losses for the year (Note 2) (43.2)
Exchange differences 0.4
At 31 December 2011 (63.7)
Carrying amount
At 31 December 2011 1,764.8
At 31 December 2010 1,753.7
Goodwill acquired in a business combination is allocated, at acquisition, to the cash generating units (“CGUs”) that are expected to
benefit from that business combination.
The carrying amount of goodwill recorded in the major groups of cash generating units is set out below:
2011 2010
£m £m
AI 420.6 416.3
PCI 693.3 692.3
Events and Training 650.9 645.1
1,764.8 1,753.7
The Group has recorded an impairment charge in relation to the value of goodwill and intangible assets in the Robbins Gioia
business. This business generates the majority of its revenues from US Government contracts, a market that is decreasing in size
following a US Government decision to take more of these contracts in-house. The impairment charge of £43.2m in relation to
Goodwill and £7.5m in relation to the Database Content and Intellectual Property intangible assets has been recognised as an
adjusting item in the Consolidated Income Statement. This impairment charge reduces the carrying value of the business to
management’s assessment of its recoverable amount. Robbins Gioia is included in the Events and Training segment.
The Group tests goodwill annually for impairment or more frequently if there are indications that goodwill might be impaired.
The recoverable amounts of the CGUs are determined from value in use calculations. The key assumptions in the value in use are those
regarding the discount rates, growth rates and expected changes to cash flows during the period. Management estimates discount rates
using pre-tax rates that reflect current market assessments of the time value of money and the risks specific to the CGUs.
The pre-tax discount rates applied are 9.5% for AI and PCI and 10.5% for the Events and Training businesses. There has been no
change to the discount rate since the prior year, which is consistent with the fact that there has been no significant change in the
markets in which the Group operates.
90 Annual Report & Financial Statements for the year ended 31 December 2011
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Estimated future cash flows are determined by reference to latest budgets and forecasts for the next five years approved by
management, after which a long term perpetuity growth rate is applied. The most recent financial budgets approved by the Board of
Directors have been prepared after considering the current economic environment in each of our markets. The estimates of future
cash flows are consistent with past experience adjusted for management’s estimates of future performance.
Short-term average growth rates used for the five year forecasts vary between 2.8% and 25%. Long-term average growth rates are 2%
for AI and PCI and 3% for Events and Training. The rates do not exceed the average long-term growth rate for the relevant markets.
At 31 December 2011 and 31 December 2010, the carrying amounts of goodwill for CGUs were tested for impairment and deemed not
to be impaired.
The CGUs which had the lowest level of headroom or potential impairment in this analysis related to the Events and Training businesses.
If the economic environment surrounding this sector continues to decline in 2012 and the effect of which erodes the customer base
further, there may be the possibility of a future impairment. Management will conduct regular reviews to monitor this.
Management has undertaken sensitivity analysis taking into consideration the impact on key impairment test assumptions arising
from a range of possible future trading and economic scenarios. The scenarios have been performed separately for each CGU with
the sensitivities summarised as follows:
• a decrease of 1% of AI and PCI and 2% for Events and Training on forecast operating profits over years 2-5; and
The sensitivity analysis shows that applying all of the above criteria, an impairment of £37.1m would arise for European Conferences (a
CGU included in Events and Training). The carrying value of Goodwill and Intangible assets in the European Conferences business was
£165.9m as at 31 December 2011.
financial statements
Annual Report & Financial Statements for the year ended 31 December 2011 91
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92 Annual Report & Financial Statements for the year ended 31 December 2011
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Intangible software assets include a gross carrying amount of £69.9m (2010: £58.4m) and accumulated amortisation of £23.1m
(2010: £13.0m) which relates to software that has been internally generated.
Intangible database content and intellectual property include a gross carrying amount of £22.5m (2010: £18.9m) and accumulated
amortisation of £4.7m (2010: £3.5m) which relates to product development that has been internally generated.
The Group does not have any of its other intangible assets pledged as security over bank loans.
During the year ended 31 December 2011, the Database Content and Intellectual Property intangible assets in relation to the Robbins
Gioia business were impaired by £7.5m. Further details are provided in Note 16.
As a consequence of reducing the contingent consideration for the recent acquisitions by £2.9m (see Note 2), an impairment charge
of £2.5m in Database Content and Intellectual Property and £1.1m in Exhibitions and Conferences has also been recognised. The
re-measurement of the contingent consideration and impairment has been presented as adjusting items in the Consolidated Income
Statement. Further information is disclosed in Note 2.
financial statements
Annual Report & Financial Statements for the year ended 31 December 2011 93
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18 Business combinations
Cash paid on acquisition net of cash acquired
2011 2010
£m £m
Current period acquisitions
Brazil Trade Shows Partners Participacoes S.A. 50.7 –
Ibratexpo Feiras E Eventos LTDA. 17.2 –
Other 13.0 –
All acquisitions were paid for in cash (including deferred and contingent consideration) and in all acquisitions full control over the
business has been acquired by acquiring 100% of the ordinary issued share capital, with the exception of China Medical Data Services
Limited and its wholly owned subsidiary Asia Gateway Healthcare Information Technology (Beijing) Co., Ltd.
94 Annual Report & Financial Statements for the year ended 31 December 2011
Informa plc
The net cash outflow was £50.7m comprising of cash consideration of £56.3m less net cash acquired of £5.6m.
The disclosure below provides the net assets acquired on a combined basis with the related fair value adjustments.
Fair value
Book value adjustments Fair value
Net assets at date of acquisition £m £m £m
Intangible assets 17.1 6.5 23.6
Property and equipment 0.3 – 0.3
Deferred tax asset 3.3 (3.3) –
Trade and other receivables 7.7 – 7.7
Cash and cash equivalents 5.6 – 5.6
Trade and other payables (4.0) – (4.0)
External loans payable (4.3) – (4.3)
Deferred income (13.2) – (13.2)
Net assets 12.5 3.2 15.7
Provisional goodwill 46.8
Total consideration 62.5
Goodwill, being the excess of the consideration over the fair value of the net tangible and intangible assets acquired, represents
benefits which do not qualify for recognition as intangible assets. The fair value of the acquired identifiable assets and liabilities
assumed are provisional pending receipt of final valuations.
For significant acquisitions, management is assisted by the work of external advisors in identifying and calculating the valuation of
any intangible assets. The intangible assets acquired as part of the acquisition is as follows:
financial statements
£m
Trademarks 17.0
Customer relationships 5.7
Non-compete agreements 0.9
Total intangible assets 23.6
No deferred tax liability arises on the initial recognition of intangible assets because shortly after the acquisition the Company
was merged with the acquiring vehicle and as a consequence, tax deductions are available on the Company’s intangible assets,
including goodwill.
Acquisition related costs (included in adjusting items in the Consolidated Income Statement for the year ended 31 December 2011)
amounted to £0.6m.
The business contributed £5.5m to profit and £16.2m to revenue of the Group for the period between the date of acquisition and
31 December 2011.
If the acquisition had been completed on the first day of the financial year, it would have contributed £2.7m to profit and £16.6m to
revenue of the Group.
Annual Report & Financial Statements for the year ended 31 December 2011 95
Informa plc
The disclosure below provides the net liabilities acquired with the related fair value adjustments.
Fair value
Book value adjustments Fair value
Net assets at date of acquisition £m £m £m
Intangible assets – 7.7 7.7
Trade and other receivables 0.7 – 0.7
Trade and other payables (0.2) – (0.2)
Deferred income (2.5) – (2.5)
Net (liabilities)/assets (2.0) 7.7 5.7
Provisional goodwill 11.5
Total consideration 17.2
Goodwill, being the excess of the consideration over the fair value of the net tangible and intangible assets acquired, represents
benefits which do not qualify for recognition as intangible assets.
For significant acquisitions, management is assisted by the work of external advisors in identifying and calculating the valuation of
any intangible assets. The intangible assets acquired as part of the acquisition is as follows:
£m
Trademarks 3.2
Customer relationships 2.6
Non-compete agreements 1.9
Total intangible assets 7.7
No deferred tax liability arises on the initial recognition of intangible assets because shortly after the acquisition the Company
was merged with the acquiring vehicle and as a consequence, tax deductions are available on the Company’s intangible assets,
including goodwill.
During 2011, the deferred and contingent consideration of £5.0m was paid.
Acquisition related costs (included in adjusting items in the Consolidated Income Statement for the year ended 31 December 2011)
amounted to £0.2m.
The business contributed £2.5m to profit and £4.0m to revenue of the Group for the period between the date of acquisition and
31 December 2011.
If the acquisition had been completed on the first day of the financial year, it would have contributed £2.1m to profit and £4.3m to
revenue of the Group.
96 Annual Report & Financial Statements for the year ended 31 December 2011
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The net cash outflow of £12.6m includes cash consideration of £15.1m, less cash acquired of £2.5m.
The disclosure below provides the net assets acquired on a combined basis with the related fair value adjustments.
Fair value
Book value adjustments Fair value
Net assets at date of acquisition £m £m £m
Intangible assets 1.0 13.0 14.0
Property and equipment 0.1 – 0.1
Inventories – 0.2 0.2
Trade and other receivables 4.1 (0.1) 4.0
Cash and cash equivalents 2.5 – 2.5
Trade and other payables (2.9) (0.2) (3.1)
Deferred income (2.3) – (2.3)
Deferred tax liabilities – (3.7) (3.7)
Net assets 2.5 9.2 11.7
Provisional goodwill 5.8
Total consideration 17.5
Goodwill, being the excess of the consideration over the fair value of the net tangible and intangible assets acquired, represents
benefits which do not qualify for recognition as intangible assets. The fair value of the acquired identifiable assets and liabilities
assumed are provisional pending receipt of final valuations.
financial statements
During 2011, contingent consideration of £0.4m was paid.
Acquisition related costs (included in adjusting items in the condensed Consolidated Income Statement for the year ended
31 December 2011) amounted to £0.4m.
The above acquisitions contributed a loss of £0.3m to profit and £8.2m to revenue of the Group for the period between the date of
acquisition and 31 December 2011.
If the above acquisitions had been completed on the first day of the financial year, they would have reduced the profit by £0.7m and
contributed £10.8m to revenue of the Group.
Annual Report & Financial Statements for the year ended 31 December 2011 97
Informa plc
The disclosure below provides the net liabilities acquired with the related fair value adjustments.
Fair value
Book value adjustments Fair value
Net assets at date of acquisition £m £m £m
Intangible assets – 8.2 8.2
Trade and other receivables 0.1 – 0.1
Trade and other payables (0.2) – (0.2)
Deferred tax liabilities – (2.3) (2.3)
Net (liabilities)/assets (0.1) 5.9 5.8
Provisional goodwill 2.3
Total consideration 8.1
At the end of 2011, there was a re-measurement of the contingent consideration, resulting in a decrease of £2.3m. This release is
partially offset by an impairment in Intangible Assets of £1.5m. Both of these adjustments are shown as adjusting items in the
Consolidated Income Statement, see Note 2.
98 Annual Report & Financial Statements for the year ended 31 December 2011
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EuroMediCom SAS
On 6 April 2010, the Group acquired the Aesthetic and Anti-Ageing Medicine World Congress (AMWC) for a cash consideration of
£1.8m from EuroMediCom SAS. The Group subsequently acquired 100% of the issued share capital of EuroMediCom SAS, an events
business focused on aesthetics and anti-ageing medicine for a cash consideration of £1.1m.
The net cash outflow was £1.3m, which includes a cash consideration totaling £2.9m, less cash acquired of £1.6m.
The disclosure below provides the net liabilities acquired on a combined basis with the related fair value adjustments.
Fair value
Book value adjustments Fair value
Net assets at date of acquisition £m £m £m
Intangible assets – 7.3 7.3
Trade and other receivables 1.1 – 1.1
Cash and cash equivalents 1.6 – 1.6
Trade and other payables (2.9) – (2.9)
Deferred tax liabilities – (2.0) (2.0)
Net (liabilities)/assets (0.2) 5.3 5.1
Provisional goodwill 2.0
Total consideration 7.1
During 2011, there was a re-measurement of the contingent consideration, resulting in an increase of £0.8m. This additional charge is
shown as an adjusting item in the Consolidated Income Statement, see Note 2.
Deferred and contingent consideration of £1.8m was paid in 2011. The remaining deferred and contingent consideration of £3.8m is
payable in 2012.
financial statements
Annual Report & Financial Statements for the year ended 31 December 2011 99
Informa plc
On 8 October 2010, the Group acquired 100% of the issued share capital of Emerging Portfolio Fund Research Inc. The company
provides funds flow and asset allocation data to financial institutions.
The net cash outflow was £9.6m, which includes a cash consideration totaling £10.1m, less cash acquired of £0.5m.
The disclosure below provides the net liabilities acquired with the related fair value adjustments.
Fair value
Book value adjustments Fair value
Net assets at date of acquisition £m £m £m
Intangible assets – 17.8 17.8
Trade and other receivables 0.7 0.1 0.8
Cash and cash equivalents 0.5 – 0.5
Deferred income (1.6) – (1.6)
Deferred tax liabilities – (0.5) (0.5)
Net (liabilities)/assets (0.4) 17.4 17.0
Provisional goodwill 0.5
Total consideration 17.5
The Group made a fair value adjustment in 2011 to recognise a deferred tax asset of £0.6m and a corporation tax payable of £0.8m.
The adjustments have been booked against the intangible asset as they occurred within the measurement period.
The remaining deferred and contingent consideration is payable over the next 2 years.
100 Annual Report & Financial Statements for the year ended 31 December 2011
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The net cash outflow was £13.6m, which includes a cash consideration totaling £14.2m, less cash acquired of £0.6m.
The disclosure below provides the net liabilities acquired with the related fair value adjustments.
Fair value
Book value adjustments Fair value
Net assets at date of acquisition £m £m £m
Intangible assets – 16.7 16.7
Deferred tax asset 0.1 – 0.1
Trade and other receivables 2.3 – 2.3
Cash and cash equivalents 0.6 – 0.6
Trade and other payables (1.2) – (1.2)
Deferred income (4.3) – (4.3)
Deferred tax liabilities – (4.7) (4.7)
Net (liabilities)/assets (2.5) 12.0 9.5
Provisional goodwill 4.7
Total consideration 14.2
During 2011, the Group made a number of adjustments to the acquisition balance sheet. The adjustments relate to a reduction in
trade and other receivables by £1.9m; reduction in trade and other payables by £0.3m; reduction in deferred consideration of £0.5m
and cash received of £0.7m. The adjustments (net increase of £0.4m) have been booked against the intangible asset as they occurred
within the measurement period.
financial statements
Annual Report & Financial Statements for the year ended 31 December 2011 101
Informa plc
The net cash outflow was £5.4m, which includes a cash consideration totaling £6.0m, less cash acquired of £0.6m.
The disclosure below provides the net assets acquired with the related fair value adjustments.
Fair value
Book value adjustments Fair value
Net assets at date of acquisition £m £m £m
Intangible assets – 8.0 8.0
Deferred tax asset 0.1 0.2 0.3
Inventory 1.1 (0.7) 0.4
Trade and other receivables 0.8 (0.1) 0.7
Cash and cash equivalents 0.6 – 0.6
Trade and other payables (1.1) (0.1) (1.2)
Deferred income (0.2) – (0.2)
Deferred tax liabilities – (2.5) (2.5)
Net (liabilities)/assets 1.3 4.8 6.1
Provisional goodwill 2.5
Total consideration 8.6
At the end of 2011, there was renegotiation on the deferred and contingent consideration payable for Energyfiles Limited, resulting in
a decrease of £0.3m. This release is offset by an impairment in Intangible Assets of £1.0m. Both of these adjustments are shown as
adjusting items in the Consolidated Income Statement, see Note 2.
Deferred and contingent consideration of £1.0m was paid in 2011. The remaining £1.1m of deferred and contingent consideration is
payable over the next 3 years.
102 Annual Report & Financial Statements for the year ended 31 December 2011
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19 Disposal of subsidiary
Disposals made in 2011
On 23 June 2011, the Group disposed of its shareholdings in Nicholas Publishing International FZ-LLC, a Publishing company which
creates magazines for specific market segments and audiences. Upon completion, proceeds of £0.6m were received, resulting in a
profit on disposal of £0.1m.
financial statements
At 1 January 2011 (0.4) (6.6) (51.2) (58.2)
Charge for the year – (1.2) (5.5) (6.7)
Disposals – 1.0 15.1 16.1
Exchange differences – – 0.4 0.4
At 31 December 2011 (0.4) (6.8) (41.2) (48.4)
Carrying amount
At 31 December 2011 2.0 5.5 12.2 19.7
At 31 December 2010 2.0 5.1 11.9 19.0
1
All the £7.7m (2010: £7.7m) additions to tangible fixed assets was paid in cash during the year.
The Group does not have any of its property and equipment pledged as security over bank loans.
Annual Report & Financial Statements for the year ended 31 December 2011 103
Informa plc
21 Subsidiaries
The listing below shows the principal subsidiary undertakings as at 31 December 2011 which principally affected the profits or net
assets of the Group. To avoid a statement of excessive length, details of investments which are not significant have been omitted.
Of the above only Informa IP GmbH, Informa IP LLC, Informa Finance GmbH and Informa Group Holdings Limited are directly owned
by Informa plc. The proportion of voting power held is the same as the proportion of ownership interest. The consolidated financial
statements incorporate the financial statements of all entities controlled by the Company as at 31 December each year. Refer to
Note 3 for further description of the method used to account for investments in subsidiaries.
104 Annual Report & Financial Statements for the year ended 31 December 2011
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22 Inventory
2011 2010
£m £m
Raw materials 0.9 0.9
Work in progress 3.0 2.8
Finished goods and goods for resale 30.0 29.7
33.9 33.4
Write down of inventory during the year amounted to £1.1m (2010: £2.5m).
The average credit period taken on sales of goods is 28 days (2010: 25 days). The Group has provision policies for its various divisions
which have been determined by references to past default experience.
The Group’s exposures to credit risk and impairment losses related to trade and other receivables are disclosed in Note 30.
Under the normal course of business, the Group does not charge interest on its overdue receivables.
The Directors consider that the carrying amount of trade and other receivables approximates to their fair value.
financial statements
£m £m
Cash at bank and in hand 25.0 27.8
Bank overdrafts (0.2) –
Cash and cash equivalents in the Consolidated Cash Flow Statement 24.8 27.8
Cash at bank and in hand has been presented on a net basis where the Group has legal right to set-off.
The Group’s exposure to interest rate risks and a sensitivity analysis for financial assets and liabilities is disclosed in Note 30.
Annual Report & Financial Statements for the year ended 31 December 2011 105
Informa plc
Non-current
Deferred consideration 2.8 0.7
Other payables 4.3 3.9
Total non-current 7.1 4.6
214.0 211.5
The Directors consider that the carrying amount of trade payables approximates to their fair value.
Trade payables and accruals principally comprise amounts outstanding for trade purchases and ongoing costs. The average credit
period taken for trade purchases is 45 days (2010: 45 days).
There are no suppliers who represent more than 10% of the total balance of trade payables in either 2011 or 2010.
The Group has financial risk management policies in place to ensure that all payables are paid within the credit time frame. Therefore,
under the normal course of business, the Group is not charged interest on overdue payables.
26 Deferred income
2011 2010
£m £m
Subscriptions and event fees received in advance 327.0 309.8
106 Annual Report & Financial Statements for the year ended 31 December 2011
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27 Provisions
Contingent Property Restructuring Total Contingent Property Restructuring Total
consideration leases provision 2011 consideration leases provision 2010
£m £m £m £m £m £m £m £m
1 January 16.0 7.2 3.5 26.7 7.0 7.6 7.6 22.2
Increase in year 8.0 2.3 17.5 27.8 14.0 2.0 8.5 24.5
Utilisation (5.4) (4.4) (17.1) (26.9) (4.2) (1.9) (11.8) (17.9)
Release (3.8) (0.8) (0.4) (5.0) (0.8) (0.5) (0.8) (2.1)
At 31 December 14.8 4.3 3.5 22.6 16.0 7.2 3.5 26.7
Included in
current liabilities 5.5 2.0 2.9 10.4 1.0 2.9 3.0 6.9
Included in
non-current
liabilities 9.3 2.3 0.6 12.2 15.0 4.3 0.5 19.8
The contingent consideration relates primarily to the acquisitions made in the year (Ibratexpo Feiras E Eventos LTDA and International
Trade Exhibition Company France S.A.S.). The contingent consideration will be paid between one and four years.
The property lease provision represents the estimated excess of rent payable on surplus property leases, plus dilapidation provisions,
less rent receivable via sub leases. The property lease provisions will be fully utilised between one and five years.
As discussed in Note 2, during 2011 the Group implemented a number of restructuring and reorganisation projects. The restructuring
provision is expected to be substantially utilised by 31 December 2012.
financial statements
Annual Report & Financial Statements for the year ended 31 December 2011 107
Informa plc
28 Deferred tax
Accelerated tax Pensions Cash flow
depreciation Intangibles (Note 36) Other Losses hedges Total
£m £m £m £m £m £m £m
At 1 January 2010 4.2 223.8 (3.1) (16.2) (3.2) (10.3) 195.2
(Credit)/debit to Other
Comprehensive Income
for the year – – (0.3) – – 4.3 4.0
Acquisition of subsidiaries – 14.4 – – – – 14.4
Debit/(credit) to profit or loss
for the year excluding UK
corporation tax rate change (3.0) (27.1) 0.5 (2.1) 3.2 – (28.5)
Debit/(credit) to profit or loss
for the year arising from UK
corporation tax rate change (0.1) (4.2) 0.1 0.2 – – (4.0)
Disposal of qualifying assets 0.4 – – – – – 0.4
Foreign exchange movements – 6.0 – 0.6 – – 6.6
At 1 January 2011 1.5 212.9 (2.8) (17.5) – (6.0) 188.1
(Credit)/debit to Other
Comprehensive Income
for the year – – (1.1) – – 4.7 3.6
Acquisition of subsidiaries – 4.6 – (1.4) – – 3.2
Debit/(credit) to profit or loss
for the year excluding UK
corporation tax rate change (3.2) (24.7) 0.9 2.8 – – (24.2)
Debit/(credit) to profit or loss
for the year arising from UK
corporation tax rate change 0.1 (6.3) – 0.2 – – (6.0)
Foreign exchange movements – (0.1) – 0.1 – – –
At 31 December 2011 (1.6) 186.4 (3.0) (15.8) – (1.3) 164.7
Certain deferred tax assets and liabilities have been offset in accordance with the Group’s accounting policy. The following is the
analysis of deferred tax balances for Consolidated Statement of Financial Position purposes:
2011 2010
£m £m
Deferred tax liability 164.7 189.3
Deferred tax asset – (1.2)
164.7 188.1
The June 2010 UK Budget Statement included proposals to reduce the rate of corporation tax from 28% to 24% by 1 April 2014. These
proposals were amended in the March 2011 UK Budget Statement to reduce the rate to 23% by 1 April 2014.
A change from 28% to 27% was enacted as at 31 December 2010. The effect of that reduction was that the deferred tax liability at
31 December 2010 was reduced by approximately £3.8m, profit increased by £4.0m and Consolidated Other Comprehensive Income
was decreased by £0.2m.
The Finance Act 2011 amended the enacted change in 2011 from 27% to 26% and a further change to 25% was enacted as at
31 December 2011. The effect of this further reduction is to reduce the deferred tax liability by £5.7m, increase profit for the year by
£6.0m and reduce Consolidated Other Comprehensive Income by £0.3m.
The proposed further reductions to 23%, if applied to the deferred tax balance at 31 December 2011, would reduce the deferred tax
liability by approximately a further £6.0m.
108 Annual Report & Financial Statements for the year ended 31 December 2011
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At 31 December 2011, the Group has unused tax losses of approximately £12.8m (2010: £nil) available for offset against future profits.
A deferred tax asset of £4.3m (2010: £nil) has not been recognised due to the unpredictability of future taxable profit streams.
At the reporting date, the aggregate amount of withholding tax on post acquisition undistributed earnings for which deferred tax
liabilities have not been recognised was £15.1m (2010: £7.4m). No liability has been recognised because the Group, being in a position
to control the timing of the distribution of intra group dividends, has no intention to distribute intra group dividends in the
foreseeable future that would trigger withholding tax.
29 Borrowings
2011 2010
£m £m
Non-current
Bank borrowings 339.9 199.8
Private placement loan notes 467.0 440.0
Total non-current borrowings 806.9 639.8
Current
Bank borrowings 1.9 167.1
Bank overdraft 0.2 –
809.0 806.9
There have been no breaches of bank covenants during the year. The bank borrowings are guaranteed by material subsidiaries of the
Group. The Group does not have any of its property and equipment and other intangible assets pledged as security over bank loans.
• Private placement loan notes drawn in three currency tranches of USD 597.5m, GBP 40.0m and EUR 50.0m. The note maturities
range between five and ten years, with an average duration of 7.3 years, at a weighted average interest rate of 4.3%.
• £625.0m (2010: £500.0m) revolving credit facility, of which £343.5m has been drawn down at 31 December 2011. Interest is
payable at the rate of LIBOR plus a margin based on the ratio of net debt to EBITDA.
As part of the refinancing of the bank facilities, an amortising term loan was fully repaid in April 2011.
• £44.6m (2010: £43.9m) comprising a number of bilateral bank facilities that can be drawn down to meet short-term financing
needs. These facilities consist of GBP 16.0m (2010: GBP 16.0m), USD 15.0m (2010: USD 15.0m), EUR 18.0m (2010: EUR 18.0m), AUD
2.3m (2010: AUD 3.0m), CAD 1.0m (2010: CAD 1.0m) and BRL 4.9m (2010: BRL nil). Interest is payable at the local base rate plus
financial statements
margins that vary between 1% and 6%.
The Group had the following committed undrawn borrowing facilities at 31 December:
2011 2010
Expiry date £m £m
Within one to two years – 471.7
In more than two years 281.5 29.1
281.5 500.8
Annual Report & Financial Statements for the year ended 31 December 2011 109
Informa plc
30 Financial instruments
(a) Financial risk management
The Group has exposure to the following risks from its use of financial instruments:
• Market risk
• Credit risk
• Liquidity risk
This note presents information about the Group’s exposure to each of the above risks, the Group’s management of capital, and the
Group’s objectives, policies and procedures for measuring and managing risk.
The Board of Directors has overall responsibility for the establishment and oversight of the Group’s risk management framework. The
Board has established a Treasury Committee which is responsible for developing and monitoring the Group’s financial instrument
related risk management policies. The committee meets and reports regularly to the Board of Directors on its activities.
The Group treasury function provides services to the Group’s businesses, co-ordinates access to domestic and international financial
markets and monitors and manages the financial risks relating to the operations of the Group through internal risk reports which
analyse exposures by degree and magnitude of risks. These risks include market risk (including currency risk, fair value interest rate
risk and price risk), credit risk, liquidity risk and cash flow interest rate risk.
The Treasury Committee has put in place policies that have been established to identify and analyse financial instrument related risks
faced by the Group, to set appropriate risk limits and controls and to monitor risks and adherence to limits. These policies provide
written principles on funding and investment policies, credit risk, foreign exchange risk and interest rate risk. Compliance with
policies and exposure limits is reviewed by the Treasury Committee. This Committee is assisted in its oversight role by Internal Audit,
who undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to
the Audit Committee.
The capital structure of the Group consists of net debt, which includes borrowings (Note 29) and cash and cash equivalents (Note 24),
and equity attributable to equity holders of the parent, comprising issued capital (Note 31), reserves and retained earnings.
Cost of capital
The Group’s Treasury Committee reviews the Group’s capital structure on a regular basis and as part of this review, the Committee
considers the weighted average cost of capital and the risks associated with each class of capital.
Gearing ratio
The principal financial covenant ratios under these facilities are maximum net debt to EBITDA of 3.5 times and minimum EBITDA interest
cover of 4.0 times, tested semi-annually. At 31 December 2011 both financial covenants were comfortably achieved, with the ratio of net
debt (using average exchange rates) to EBITDA reduced from 2.3 times at 31 December 2010 to 2.1 times at 31 December 2011.
110 Annual Report & Financial Statements for the year ended 31 December 2011
Informa plc
2011 2010
Notes £m £m
Financial assets
Loans and receivables
Trade receivables 23 196.4 182.0
Other receivables 23 10.5 11.6
Cash and cash equivalents 24 25.0 27.8
Derivative financial instruments in designated hedge
accounting relationships1 2.0 –
Total financial assets 233.9 221.4
1
Derivative financial instruments in designated hedge accounting relationships are presented £0.7m (2010: £nil) within current assets and £1.3m (2010: £nil) within
non-current assets.
2011 2010
Notes £m £m
Financial liabilities
Amortised cost
Bank overdraft 29 0.2 –
Bank borrowings 29 341.8 366.9
Private placement loan notes 29 467.0 440.0
Trade payables 25 31.7 30.4
Accruals 25 137.3 140.8
Other payables 25 37.2 34.7
Deferred consideration 25 7.8 5.6
Contingent consideration 27 14.8 16.0
Derivative financial instruments in designated hedge
accounting relationships2 5.1 22.7
Total financial liabilities 1,042.9 1,057.1
financial statements
2
Derivative financial instruments in designated hedge accounting relationships are presented £5.1m (2010: £18.9m) within current liabilities and £nil (2010: £3.8m) within
non-current liabilities.
Annual Report & Financial Statements for the year ended 31 December 2011 111
Informa plc
The Group’s activities expose it mainly to the financial risks of changes in foreign currency exchange rates and changes in interest
rates. The Group enters into interest rate swaps to mitigate the risk of rising interest rates and by managing the risk of currencies of its
borrowings, the Group is able to achieve a level of natural hedge of both the Statement of Financial Position net currency assets and
also the currency earnings due to the currency interest payable. Refer to both interest rate risk and foreign currency risk in Note 30 (d)
and (e) respectively.
The Group does not use derivative contracts for speculative purposes.
The Group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential
adverse effects on the Group’s financial performance. Risk management is carried out by a central treasury department (“Group
Treasury”) under policies approved by the Board of Directors. The Board sets the Group’s treasury policy to ensure that it has adequate
financial resources to develop the Group’s businesses and to manage the currency and interest risks to which the Group is exposed.
Group Treasury monitors the distribution of its cash assets, borrowings and facilities so as to control exposure to the relative
performance of any particular territory, currency or institution.
The Board and the Treasury Committee provides written principles for overall risk management, as well as policies covering specific
areas, such as funding, foreign exchange risk, interest rate risk, credit risk and investments of excess liquidity.
Risk is measured in terms of impact, inherent risk and residual risk, and takes account of management’s control actions in mitigating
against both external and internal risk events.
The risk model consolidates unique risk events and aggregated risk categories at both a business unit level and Group-wide, and the
results are presented to the Risk Committee and the Audit Committee for discussion and review, and may drive the allocation of
Internal Audit resources to provide assurance on significant risks in its annual plan.
112 Annual Report & Financial Statements for the year ended 31 December 2011
Informa plc
The risk is managed by the Group by maintaining an appropriate mix between fixed and floating rate borrowings by the use of
interest rate swap contracts and by the use of cross currency swaps. Hedging activities are evaluated regularly to align with interest
rate views and defined risk appetite, ensuring optimal hedging strategies are applied, by either protecting the Statement of Financial
Position or protecting interest expense through different interest rate cycles.
The Group’s policy is to minimise its exposure to fluctuations in interest rates by using interest rate swaps as cash flow hedges to
hedge up to 90% of forecast interest payments over a period of up to five years, based on forecast net debt levels by currency during
that period. This policy provides a level of certainty of future interest costs by swapping floating to fixed interest payments which in
turn assists the predictability of achieving interest-based loan covenants.
During the year, the Group entered into floating to floating cross-currency swaps of €60m to manage the interest rate risk on the
borrowings. The cross-currency swaps have also been designated as part of the net investment hedge of the foreign operations of
the Group.
The Group’s exposures to interest rates on financial assets and financial liabilities are detailed in the liquidity risk section of this note.
The fair value of interest rate swaps at the reporting date is determined by discounting the future cash flows using the future interest
rate curves at the reporting date and the credit risk inherent in the contract, and is disclosed below. The average interest rate is based
on the outstanding balance at the end of the financial year.
The following table details the notional principal amounts and remaining terms of interest rate swap contracts outstanding as at the
reporting date:
financial statements
pay fixed contracts % % £m £m £m £m
Within one year 5.66 4.59 114.8 403.7 (5.1) (18.9)
Within one to two years – 5.66 – 114.6 – (3.8)
114.8 518.3 (5.1) (22.7)
Annual Report & Financial Statements for the year ended 31 December 2011 113
Informa plc
The excess of the notional principal amount over group borrowings represents the de-designated interest rate swaps.
If interest rates had been 100 basis points higher or lower and all other variables were held constant, the Group’s profit for the year
would have decreased or increased by £2.3m (2010: £0.3m).
114 Annual Report & Financial Statements for the year ended 31 December 2011
Informa plc
Allied to the Group’s policy on the hedging of surplus foreign currency cash inflows, the Group will usually seek to finance its net
investment in its principal overseas subsidiaries by borrowing in those subsidiaries’ functional currencies, primarily EUR and USD. This
policy has the effect of partially protecting the Group’s consolidated Statement of Financial Position from movements in those
currencies to the extent that the associated net assets are hedged by the net foreign currency borrowings.
The carrying amounts of the Group’s foreign currency denominated monetary assets and liabilities at the reporting date are as follows:
Assets Liabilities
2011 2010 2011 2010
£m £m £m £m
USD 105.2 116.9 (683.2) (99.3)
EUR 31.6 43.9 (136.4) (27.4)
Other 36.9 24.1 (51.2) (7.5)
173.7 184.9 (870.8) (134.2)
After taking into account the cross currency swaps, foreign currency borrowings amount to £631.5m (2010: £620.1m). These are used
to hedge against net investments in foreign subsidiaries with the remaining monetary assets and liabilities being in the same
currency as the functional currency of the operations involved.
The Group receives approximately 12% of its revenues and incurs approximately 10% of its costs in Euros. The Group is therefore
sensitive to movements in the Euro against the GBP. Each 1 cent movement in the Euro to GBP exchange rate has a circa £1.3m impact
financial statements
on revenue and a circa £0.5m impact on operating profits. Offsetting this will be movements to Euro interest and Euro tax liabilities.
This analysis assumes all other variables, including interest rates, remain constant.
Annual Report & Financial Statements for the year ended 31 December 2011 115
Informa plc
The Group’s credit risk is primarily attributable to its trade and other receivables. The amounts presented in the Statement of Financial
Position are net of allowances for doubtful receivables, estimated by the Group’s management based on prior experience and their
assessment of the current economic environment.
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group.
The Group has adopted a policy of only dealing with creditworthy counterparties as a means of mitigating the risk of financial loss
from defaults.
The credit risk on liquid funds and derivative financial instruments is limited by dealing only with counterparty banks with high credit-
ratings assigned by international credit-rating agencies such as Standard and Poor’s, Moody’s and Fitch. The Group’s exposure and
the credit ratings of its counterparties are continuously monitored and the aggregate value of transactions concluded is spread
amongst approved financial institutions. Credit exposure is controlled by counterparty limits that are reviewed and approved by the
Treasury Committee regularly.
The carrying amount of financial assets recorded in the financial statements, which is net of impairment losses, represents the Group’s
maximum exposure to credit risk.
Trade receivables
Trade receivables consist of a large number of customers, spread across diverse industries and geographical areas and the Group’s
exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographics of the Group’s
customer base, including default risk of the industry and country in which the customers operate, has less of an influence on credit risk.
The Group does not have any significant credit risk exposure to any single counterparty or any group of counterparties having similar
character-istics. The Group defines counterparties as having similar characteristics if they are related entities. Concentration of credit
risk did not exceed 5% of gross monetary assets at any time during the year.
The Group establishes a provision that represents its estimate of incurred losses in respect of trade and other receivables and
investments when there is objective evidence that the asset is impaired. The main components of this provision are a specific loss
component that relates to individually significant exposures, and a collective loss component established for groups of similar assets
in respect of losses that have been incurred but not yet identified. The collective loss provision is determined by references to past
default experience.
Before accepting any new customer, the Group uses an external credit rating system to assess the potential customer’s credit quality.
All customers have credit limits set by credit managers and are subject to standard terms of payment for each division. As the
events division works on a prepaid basis they are not subject to the same credit controls and they have a low bad debt history. The
Group is exposed to normal credit risk and potential losses are mitigated as the Group does not have significant exposure to any
single customer.
The Directors consider that the carrying amount of trade and other receivables, which are non-interest bearing, approximates their
fair value.
116 Annual Report & Financial Statements for the year ended 31 December 2011
Informa plc
Trade receivables that are less than three months past due for payment are generally not considered impaired. For trade receivables
that are more than three months past due for payment, there are debtors with a carrying amount of £3.3m (2010: £0.5m) which the
Group has not provided for, as there has not been a significant change in the credit quality and the amounts are considered
recoverable. The Group does not hold any collateral over these balances.
A provision relating to returns on books of £10.1m (2010: £9.4m) has been disclosed separately in the table above. This provision is based
on Management’s best estimate of previous seasonal sales and returns trends, and is included as part of the overall provision balance.
2011 2010
£m £m
Balance at beginning of the year 22.1 25.2
Provision recognised 9.4 2.9
Receivables written off as uncollectible (3.5) (3.3)
Amounts recovered during the year (4.4) (2.7)
23.6 22.1
In determining the recoverability of a trade receivable, the Group considers any change in the credit quality of the trade receivable from
the date credit was initially granted up to the reporting date. The concentration of credit risk is limited due to the customer base being
large and unrelated. Accordingly, the directors believe that there is no further credit provision required in excess of the above amounts.
There are no customers who represent more than 10% of the total gross balance of trade receivables in both 2011 and 2010.
financial statements
liquidity risk management rests with the Board of Directors, though operationally it is managed by Group Treasury. Group Treasury
have built an appropriate liquidity risk management framework for the management of the Group’s short, medium and long-term
funding and liquidity management requirements. The Group manages liquidity risk by maintaining adequate reserves, banking and
other debt facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows and matching the
maturity profiles of financial assets and liabilities. Included in Note 29 is a summary of additional undrawn facilities that the Group has
at its disposal to further reduce liquidity risk.
Historically and for the foreseeable future the Group has been and is expected to continue to be in a net borrowing position. The
Group’s policy is to fulfill its borrowing requirements by borrowing in the currencies in which it operates, principally GBP, USD and
EUR; thereby providing a natural hedge against projected future surplus USD and EUR cash inflows as well as spreading the Group’s
interest rate profile across a number of currencies.
Annual Report & Financial Statements for the year ended 31 December 2011 117
Informa plc
The table below has been drawn up based on the contractual maturities of the financial assets including interest that will be earned
on those assets except where the Group anticipates that the cash flow will occur in a different period.
Greater
Carrying Contractual than
amount cash flows1 Less than 1-2 years 2-5 years 5 years
31 December 2011 £m £m 1 year £m £m £m £m
Non-derivative financial assets
Non-interest bearing 231.9 231.9 231.9 – – –
231.9 231.9 231.9 – – –
Derivative financial assets
Derivative financial instruments in
designated hedge accounting relationships 2.0 2.0 0.7 1.3 – –
233.9 233.9 232.6 1.3 – –
31 December 2010
Non-derivative financial assets
Non-interest bearing 221.4 221.4 221.4 – – –
221.4 221.4 221.4 – – –
1
Under IFRS 7 contractual cash flows are undiscounted and therefore may not agree with the carrying amounts in the Consolidated Statement of Financial Position.
The following tables have been drawn up based on the earliest date on which the Group can settle its financial liabilities. The table
includes both interest and principal cash flows.
Greater
Carrying Contractual than
amount cash flows1 Less than 1-2 years 2-5 years 5 years
31 December 2011 £m £m 1 year £m £m £m £m
Non-derivative financial liabilities
Non-interest bearing 0.2 0.2 0.2 – – –
Variable interest rate instruments 228.2 231.0 2.3 – 228.7 –
Fixed interest rate instruments 580.6 735.1 20.2 20.2 244.2 450.5
Trade and other payables 206.2 206.2 199.1 7.1 – –
Deferred consideration 7.8 7.8 5.0 2.8 – –
Contingent consideration 14.8 14.9 5.5 8.3 1.1 –
1,037.8 1,195.2 232.3 38.4 474.0 450.5
Derivative financial liability
Derivative financial instruments in
designated hedge accounting relationships 5.1 5.5 5.5 – – –
1,042.9 1,200.7 237.8 38.4 474.0 450.5
1
Under IFRS 7 contractual cash flows are undiscounted and therefore may not agree with the carrying amounts in the Consolidated Statement of Financial Position.
118 Annual Report & Financial Statements for the year ended 31 December 2011
Informa plc
Greater
Carrying Contractual than
amount cash flows1 Less than 1-2 years 2-5 years 5 years
31 December 2010 £m £m 1 year £m £m £m £m
Non-derivative financial liabilities
Variable interest rate instruments 28.3 28.3 – 28.3 – –
Fixed interest rate instruments 778.6 936.8 186.6 191.2 127.0 432.0
Trade and other payables 205.9 205.9 202.0 3.9 – –
Deferred consideration 5.6 5.6 4.9 0.1 0.6 –
Contingent consideration 16.0 16.0 4.4 3.5 8.1 –
1,034.4 1,192.6 397.9 227.0 135.7 432.0
Derivative financial liability
Derivative financial instruments in
designated hedge accounting relationships 22.7 26.2 19.8 6.4 – –
1,057.1 1,218.8 417.7 233.4 135.7 432.0
1
Under IFRS 7 contractual cash flows are undiscounted and therefore may not agree with the carrying amounts in the Consolidated Statement of Financial Position.
The Group draws down on its bank borrowing facilities at floating rates of interest. A portion of those are then swapped to fixed rates
in line with the Group treasury policy. The first portion of these swaps that matures within twelve months has a principal amount of
£114.8m (2010: £403.7m), the second portion that matures in a period greater than one year but less than two years of £nil (2010:
£114.6m) and the final portion that matures between two and five years of £nil (2010: £nil).
Interest payments on these borrowing facilities are included in the contractual cash flows of the designated financial instruments.
The portion that is due for payment in less than one year is £5.5m (2010: £19.8m), the portion that is due in more than one year but
less than two years is £nil (2010: £6.4m) and the amount that is due between two and five years is £nil (2010: £nil). There is no amount
payable after five years in 2011.
The fair values of financial assets and financial liabilities are determined as follows:
• the fair value of financial assets and financial liabilities with standard terms and conditions and traded on active liquid markets is
determined with reference to quoted market prices;
financial statements
• the fair value of other financial assets and financial liabilities (excluding derivative instruments) is determined in accordance with
generally accepted pricing models based on discounted cash flow analysis using prices from observable current market
transactions and dealer quotes for similar instruments; and
• the fair value of derivative instruments is calculated using quoted prices. Where such prices are not available, use is made of
discounted cash flow analysis using the applicable yield curve for the duration of the instruments for non-optional derivatives,
and option pricing models for optional derivatives.
The directors consider that the carrying amounts of financial assets and financial liabilities recorded at amortised cost in the financial
statements approximate to their fair values due to the short maturity of the instruments or because they bear interest at rates
approximate to the market.
Annual Report & Financial Statements for the year ended 31 December 2011 119
Informa plc
Financial liabilities
Amortised Cost
Bank overdraft 29 0.2 0.2 – –
Bank borrowings 29 341.8 341.8 366.9 366.9
Private placement loan notes 29 467.0 467.0 440.0 440.0
Trade payables 25 31.7 31.7 30.4 30.4
Accruals 25 137.3 137.3 140.8 140.8
Other payables 25 37.2 37.2 34.7 34.7
Deferred consideration 25 7.8 7.8 5.6 5.6
Contingent consideration 27 14.8 14.8 16.0 16.0
(i) Fair value measurements recognised in the Consolidated Statement of Financial Position
The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value,
grouped into Levels 1 to 3 based on the degree to which the fair value is observable.
• Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets
or liabilities.
• Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are
observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
• Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that
are not based on observable market data (unobservable inputs).
120 Annual Report & Financial Statements for the year ended 31 December 2011
Informa plc
31 Share Capital
2011 2010
£m £m
Authorised
202,500,000,000 ordinary shares of 0.1p each (2010: 202,500,000,000 of 0.1p each) 202.5 202.5
2011 2010
£m £m
Issued and fully paid
601,202,853 ordinary shares of 0.1p each (2010: 600,927,884 of 0.1p each) 0.6 0.6
Number of shares £m
At 31 December 2010 600,927,884 0.6
Issued in respect of share option schemes and other entitlements 274,969 –
At 31 December 2011 601,202,853 0.6
Share options
As at 31 December 2011, outstanding options to subscribe for ordinary shares of 0.1p were as follows:
Exercise price
per share Exercise
Number (pence) period
137,766 212.32 15.03.05 to 14.03.12
92,400 252.38 15.03.05 to 14.03.12
230,166
It is intended that the above options will be satisfied by the issue of new shares in the Company except for 46,527 shares already in
issue. Share options held by Directors as at 31 December 2011 are disclosed in the Directors’ Remuneration Report on page 58.
financial statements
Annual Report & Financial Statements for the year ended 31 December 2011 121
Informa plc
Reserve for
shares to Merger Other ESOP Trust Hedging Translation
be issued reserve reserve shares reserve reserve Total
£m £m £m £m £m £m £m
At 1 January 2010 4.2 496.4 (1,718.6) (0.4) (21.3) 14.7 (1,225.0)
Decrease in fair value of
cash flow hedges – – – – 15.2 – 15.2
Gain on translation of
foreign operations – – – – – 34.6 34.6
Tax on income and expenses
taken directly to equity
(Note 28) – – – – (4.3) – (4.3)
Transfer from profit or loss
on cash flow hedges – – – – (0.6) – (0.6)
De-designation of hedge
accounting – – – – 1.1 – 1.1
Total comprehensive
income for the year – – – – 11.4 34.6 46.0
Share award expense 2.1 – – – – – 2.1
Transfer of vested LTIPS (1.5) – – – – – (1.5)
At 1 January 2011 4.8 496.4 (1,718.6) (0.4) (9.9) 49.3 (1,178.4)
Decrease in fair value of
cash flow hedges – – – – 11.6 – 11.6
Loss on translation of
foreign operations – – – – – (13.1) (13.1)
Tax on income and expenses
taken directly to equity
(Note 28) – – – – (4.7) – (4.7)
Total comprehensive
income for the year – – – – 6.9 (13.1) (6.2)
Share award expense 3.0 – – – – – 3.0
Own shares purchased – – – (0.1) – – (0.1)
Transfer of vested LTIPS (1.6) – – 0.3 – – (1.3)
At 31 December 2011 6.2 496.4 (1,718.6) (0.2) (3.0) 36.2 (1,183.0)
Merger reserve
The merger reserve has not changed since 2004, when it was created from the business combination with Taylor & Francis Group plc.
Other reserve
Other reserve includes the inversion accounting reserve of £1,641.8m, which was created from the new equity structure in June 2009.
It also includes a redemption reserve, which is the reserve fund into which profits are allocated for the purpose of redeeming or
buying back shares in the Company.
122 Annual Report & Financial Statements for the year ended 31 December 2011
Informa plc
At 31 December 2011 the Group held 0.0% (2010: 0.0%) of its own called up share capital.
Hedging reserve
The hedging reserve comprises the effective portion of the cumulative net change in the fair value of cash flow hedging
instruments related to hedged transactions that have not yet occurred.
Translation reserve
The translation reserve comprises all foreign currency differences arising from the translation of the financial statements of foreign
operations, as well as from the translation of liabilities that hedge the Company’s net investment in a foreign subsidiary.
33 Non-controlling interest
The Group’s non-controlling interest at 31 December 2011 was composed entirely of equity interests and represents the minority
shares of Agra CEAS Consulting Limited (18.2%), Bureau European de Recherches SA (18.2%), China Medical Data Services Limited
(49.9%), and Asia Gateway Healthcare Information Technology (Beijing) Co., Ltd (49.9%).
At 31 December 2010, the Group’s non-controlling interest represented the minority shares of Nicholas Publishing International
(25.0%), Agra CEAS Consulting Limited (18.2%), Bureau European de Recherches SA (18.2%) and Australian Exhibitions and
Conferences (Australasia) Propriety Limited (30%).
At the reporting date, the Group had outstanding commitments for future minimum lease payments under non-cancellable
operating leases, which fall due as follows:
2011 2010
Land and Land and
buildings Other buildings Other
£m £m £m £m
financial statements
Operating leases which expire:
Within one year 22.4 1.1 25.0 0.9
Within two to five years 51.8 1.1 55.9 1.0
After five years 23.9 – 28.2 –
98.1 2.2 109.1 1.9
Operating lease payments on land and buildings represent rentals payable by the Group for certain of its properties. Leases are
negotiated for an average term of five years and rentals are fixed for an average of three years.
Annual Report & Financial Statements for the year ended 31 December 2011 123
Informa plc
Adjustments for:
Depreciation of property and equipment 20 6.7 7.7
Amortisation of other intangible assets 17 151.0 150.1
Share-based payment 10 3.0 2.1
Profit on disposal of business 19 (0.1) –
Loss/(profit) on disposal of property and equipment 0.3 (0.2)
Loss on disposal of software 0.3 –
Finance costs 11 47.6 44.0
Investment income 12 (5.8) (5.0)
Impairment 2 54.3 5.0
Decrease in inventories 0.2 6.9
Increase in receivables (0.9) (1.4)
Decrease in payables (29.6) (1.2)
Cash generated by operations 315.6 333.0
Included within the cash flow movement of £3.5m is £368.3m (2010: £783.6m) of repayment of borrowings and £366.4m (2010: £686.0m)
of loans drawn down.
The net movement caused by non-cash items arises from arrangement fee amortisation of £2.7m (2010: £3.1m).
124 Annual Report & Financial Statements for the year ended 31 December 2011
Informa plc
The assumptions which have the most significant effect on the results of the IAS 19 valuation are those relating to the discount rate,
rate of return on investments and the rates of increase in salaries, price inflation and pensions. The assumptions adopted are:
2011 2010
Discount rate 4.9% p.a. 5.2% p.a.
Rate of return on investments 4.4% p.a. 5.8% p.a.
Rate of price inflation pre-retirement 1.8% p.a. 2.6% p.a.
Rate of increase in pensions in payment – non pensioners 3.7% p.a. 3.7% p.a.
Rate of increase in pensions in payment – pensioners 2.8% p.a. 3.2% p.a.
Rate of increase in salaries 4.3% p.a. 4.8% p.a.
financial statements
The sensitivities regarding the principal assumptions used to measure the Informa Final Salary Scheme liabilities are set out below:
Annual Report & Financial Statements for the year ended 31 December 2011 125
Informa plc
2011 2010
Discount rate 4.9% p.a. 5.2% p.a.
Rate of return on investments 4.6% p.a. 6.0% p.a.
Rate of price inflation pre-retirement 1.8% p.a. 2.6% p.a.
Rate of increase in pensions in payment – non pensioners 3.7% p.a. 3.7% p.a.
Rate of increase in pensions in payment – pensioners 2.8% p.a. 3.2% p.a.
Rate of increase in salaries 4.3% p.a. 4.8% p.a.
The sensitivities regarding the principal assumptions used to measure the Taylor & Francis Group Pension and Life Assurance Scheme
liabilities are set out below:
The assumptions which have the most significant effect on the results of the IAS 19 valuation are those relating to the discount rate,
rate of return on investments and the rates of increase in price inflation and pensions. The assumptions adopted are:
2011 2010
Discount rate 4.9% p.a. 5.2% p.a.
Rate of return on investments 5.3% p.a. 6.8% p.a.
Rate of price inflation pre-retirement 1.8% p.a. 2.6% p.a.
Rate of increase in pensions in payment – non pensioners 3.7% p.a. 3.7% p.a.
Rate of increase in pensions in payment – pensioners 2.8% p.a. 3.2% p.a.
Rate of increase in salaries n/a n/a
The sensitivities regarding the principal assumptions used to measure the Achieve Learning (UK) Pension & Benefits Scheme liabilities
are set out below:
126 Annual Report & Financial Statements for the year ended 31 December 2011
Informa plc
2011 2010
£m £m
Analysis of the amount charged to operating profit
Current service cost (0.3) (1.2)
Total operating charge (0.3) (1.2)
2011 2010
£m £m
Analysis of amount recognised in the Consolidated
Statement of Comprehensive Income
Actual return less expected return on scheme assets (5.8) 3.6
Experience gain 1.5 2.2
Change in actuarial assumptions (0.8) (6.8)
Actuarial loss (5.1) (1.0)
The amounts recognised in the Consolidated Statement of Financial Position in respect of the Group Schemes are as follows:
financial statements
2011 2010
£m £m
Present value of defined benefit obligations (85.8) (83.6)
Fair value of Scheme assets 73.7 73.1
Deficit in Scheme and liability recognised in the
Consolidated Statement of Financial Position (12.1) (10.5)
2011 2010
£m £m
Opening defined benefit obligation (83.6) (74.7)
Service cost (0.3) (1.2)
Interest cost (4.3) (4.3)
Contributions from Scheme members net of benefits paid 1.7 1.1
Actuarial gains and losses 0.7 (4.5)
Closing defined benefit obligation (85.8) (83.6)
Annual Report & Financial Statements for the year ended 31 December 2011 127
Informa plc
2011 2010
£m £m
Opening fair value of Scheme assets 73.1 63.4
Expected return on Scheme assets 4.4 3.7
Actuarial gains and losses (5.8) 3.5
Contributions from the sponsoring companies 3.7 3.6
Contributions from Scheme members net of benefits paid (1.7) (1.1)
Closing fair value of Scheme assets 73.7 73.1
The assets of the Taylor & Francis Group Pension and Life Assurance Scheme are held in managed funds and cash funds operated by
Zurich Assurance Ltd and Legal & General. The assets of the Informa Final Salary Scheme are held in managed funds and cash funds
operated by Skandia Investment Management. The assets of the Achieve Learning (UK) Pension and Benefits Scheme are managed by
Schroder Investment Management Ltd. The fair value of the assets held and the expected rates of return assumed are as follows:
The expected return on assets assumptions are derived by considering the expected long-term rates of return on plan investments.
The overall rate of return is a weighted average rate of return of each asset class. The long-term rates of return on equities and property
are derived from considering current long-term fixed interest government bond rates with the addition of an appropriate future risk
premium. The long-term rates of return on bonds and cash investments are set in line with market yields currently available.
The Group Schemes’ assets do not include any of the Group’s own financial instruments, nor any property occupied by, or other
assets used by, the Group.
128 Annual Report & Financial Statements for the year ended 31 December 2011
Informa plc
The history of the Group Schemes for the current and prior years is as follows:
Following the completion of the triennial valuations of the main defined benefit schemes, a revised deficit funding plan has been
agreed with the trustees to eliminate the deficits in the three schemes. The contributions for the ongoing service will be £nil in 2012
as all three schemes are closed to future accrual of benefits. In addition, the contributions paid towards reducing the scheme deficits
will increase from £3.4m in 2011 to £3.8m in 2012 and £4.5m in 2013.
financial statements
Annual Report & Financial Statements for the year ended 31 December 2011 129
Informa plc
Further information about the remuneration of individual Directors is provided in the audited part of the Directors’ Remuneration
Report on pages 57 to 59 and Note 9.
130 Annual Report & Financial Statements for the year ended 31 December 2011
Informa plc
We have audited the financial statements (the “financial Opinion on financial statements
statements”) of Informa plc for the year ended 31 December
2011 which comprise the Company Balance Sheet and the In our opinion the financial statements:
related notes 1 to 10. The financial reporting framework that has
• give a true and fair view of the state of the Company’s
been applied in their preparation is applicable law and United
affairs as at 31 December 2011;
Kingdom Accounting Standards (United Kingdom Generally
Accepted Accounting Practice). • have been properly prepared in accordance with United
Kingdom Generally Accepted Accounting Practice; and
This report is made solely to the Company’s members, as a body,
in accordance with Article 113A of the Companies (Jersey) Law • have been properly prepared in accordance with the
1991. Our audit work has been undertaken so that we might Companies (Jersey) Law 1991.
state to the Company’s members those matters we are required
to state to them in an auditor’s report and for no other purpose. Matters on which we are required
To the fullest extent permitted by law, we do not accept or to report by exception
assume responsibility to anyone other than the Company and
We have nothing to report in respect of the following:
the Company’s members as a body, for our audit work, for this
report, or for the opinions we have formed. Under the Companies (Jersey) Law 1991 we are required to
report to you if, in our opinion:
Respective responsibilities of directors and auditor
• proper accounting records have not been kept by the
As explained more fully in the Statement of Directors’ Company, or proper returns adequate for our audit have not
Responsibilities, the Directors are responsible for the preparation been received from branches not visited by us; or
of the financial statements and for being satisfied that they give
a true and fair view. Our responsibility is to audit and express an • the financial statements are not in agreement with the
opinion on the financial statements in accordance with accounting records and returns; or
applicable law and International Standards on Auditing (UK and
Ireland). Those standards require us to comply with the Auditing • we have not received all the information and explanations
Practices Board’s Ethical Standards for Auditors. we require for our audit.
financial statements
reasonableness of significant accounting estimates made by the
directors; and the overall presentation of the financial
statements. In addition, we read all the financial and non-
financial information in the annual report to identify material
inconsistencies with the audited financial statements. If we
become aware of any apparent material misstatements or
inconsistencies we consider the implications for our report.
Annual Report & Financial Statements for the year ended 31 December 2011 131
Informa plc
2011 2010
Notes £m £m
Fixed assets
Investment in subsidiary undertakings 3 2,002.6 2,001.8
Property and equipment 4 0.1 0.1
2,002.7 2,001.9
Current assets
Debtors due within one year 5 6.7 342.0
Cash at bank and in hand 0.4 0.4
7.1 342.4
Creditors: amounts falling due within one year 6 (15.1) (356.1)
Net current liabilities (8.0) (13.7)
Net assets 1,994.7 1,988.2
These financial statements were approved by the Board of Directors on 23 February 2012 and were signed on its behalf by:
132 Annual Report & Financial Statements for the year ended 31 December 2011
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1 Corporate information
Informa plc (the “Company”) was incorporated under Jersey Company Law on 11 March 2009, as a public company limited by shares
with the name Informa Limited and changed its name on 29 April 2009 to Informa plc. The principal legislation under which the
Company operates is the Companies (Jersey) Law 1991 and regulations made there under, although the Company is domiciled in
Switzerland and therefore operates under Swiss tax laws.
The shares of the Company are listed on the London Stock Exchange and trading in these shares commenced on 30 June 2009.
2 Accounting policies
Basis of accounting
The Company’s financial statements have been prepared on a going concern basis (for further analysis – refer to Directors’ Report on
page 42 to 43) and under the historical cost convention and in accordance with the Companies (Jersey) Law 1991 and United
Kingdom Generally Accepted Accounting Practice (“UK GAAP”).
The Company’s financial statements are presented in pounds sterling being the Company’s functional currency.
The Directors’ Report, Corporate Governance Statement and Directors’ Remuneration Report disclosures are on pages 39 to 59 of this report.
Financial instruments
The Informa plc consolidated financial statements contain financial instrument disclosures required by IFRS 7 Financial Instruments:
Disclosures and these would also comply with the disclosures required by FRS 29 Financial Instruments: Disclosures. Accordingly, the
financial statements
Company has taken advantage of the exemptions provided in paragraph 2D of FRS 29 not to present separate financial instrument
disclosures for the Company.
Investments in subsidiaries
Investments held as fixed assets are stated at cost less any provision for impairment. Where the recoverable amount of the investment
is less than the carrying amount, an impairment is recognised.
Annual Report & Financial Statements for the year ended 31 December 2011 133
Informa plc
The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the net sale proceeds and
the carrying amount of the asset and is recognised in the Income Statement.
Share-based payments
The Company issues equity settled share-based payments to certain employees. A fair value for the equity settled share awards is measured
at the date of grant. The fair value is measured using the Binomial or Monte Carlo model of valuation, which are considered to be the most
appropriate valuation techniques. The valuation takes into account factors such as non-transferability, exercise restrictions and behavioural
considerations. To assign a fair value to share awards granted under the Share Matching Plan where the proportion of the award released is
dependent on the level of total shareholder return, the Monte Carlo Simulation methodology is considered the most appropriate.
In terms of FRS 20 Share-based payment, where a parent grants rights to its equity instruments to employees of a subsidiary, and such
share-based compensation is accounted for as equity-settled in the consolidated financial statements of the parent, the subsidiary is
required to record an expense for such compensation, with a corresponding increase recognised in equity as a contribution from the
parent. Consequently, in accordance with UITF 44 FRS 20 (IFRS 2) – Group and Treasury Transactions the Company has recognised an
addition to fixed asset investments of the aggregate amount of these contributions that have accrued in the period with a
corresponding credit to equity shareholders’ funds.
Foreign currencies
Foreign currency transactions arising from operating activities are translated from local currency into pounds sterling at the
exchange rates prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the
year-end are translated at the period end exchange rate. Foreign currency gains or losses are credited or charged to the Profit and
Loss account as they arise.
Interest income
Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable,
which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset’s
net carrying amount.
Interest expense
Finance costs of debts are capitalised against the debt value on first drawdown of the debt and are recognised in the Profit and Loss
account at a constant rate over the life of the debt.
134 Annual Report & Financial Statements for the year ended 31 December 2011
Informa plc
The addition of £0.8m relates to the fair value of the share incentives issued to employees of subsidiary undertakings during the year,
in accordance with UITF 44 FRS 20 (IFRS 2) – Group and Treasury Transactions.
The listing below shows the subsidiary undertakings as at 31 December 2011 which affected the profit or net assets of the Company:
financial statements
Charge for the year –
At 31 December 2011 –
Carrying amount
At 31 December 2011 0.1
At 31 December 2010 0.1
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Informa plc
Amounts owed to group undertakings falling due within one year are unsecured, interest bearing and repayable on demand.
7 Share capital
2011 2010
£m £m
Authorised
202,500,000,000 ordinary shares of 0.1p each (2010: 202,500,000,000 ordinary shares of 0.1p each) 202.5 202.5
2010 2009
£m £m
Issued and fully paid
601,202,853 ordinary shares of 0.1p each (2010: 600,927,884 ordinary shares of 0.1p each) 0.6 0.6
Number
of shares £m
At 31 December 2010 600,927,884 0.6
Issued in respect of share option schemes and other entitlements 274,969 –
At 31 December 2011 601,202,853 0.6
136 Annual Report & Financial Statements for the year ended 31 December 2011
Informa plc
As at 31 December 2011 the Informa Employee Share Trust held 46,527 (2010: 49,237) ordinary shares in the Company at a cost of
£47 (2010: £0.1m) and a market value of £0.2m (2010: £0.2m). 46,527 shares (2010: 49,237) held by the Employee Share Trust have not
been allocated to individuals and accordingly, dividends on these shares are waived.
During the year equity dividends of £9.4m (2010: £8.7m) were paid by the Company to those shareholders who did not elect to
receive dividends under the Dividend Access Plan (“DAP”) arrangements. In total, dividends of £87.2m (2010: £74.1m) were paid in
the period of which £77.8m (2010: £65.4m) were paid by Informa DAP Limited under the DAP arrangements. Further details of the
proposed dividend and DAP arrangements are given in Note 14 to the Group financial statements.
9 Share-based payments
Details of the share-based payments are disclosed in the Group financial statements (Note 10).
Annual Report & Financial Statements for the year ended 31 December 2011 137
Informa plc
Assets employed
Non-current assets 2,755.6 2,820.9 2,859.1 3,123.5 2,767.6
Current assets 320.1 299.5 279.6 337.7 303.9
Non-current assets classified as held for sale – – – – 2.2
Current liabilities (692.3) (851.7) (656.6) (795.3) (591.3)
Non-current liabilities (1,003.0) (867.8) (1,152.6) (1,592.9) (1,553.9)
Net assets 1,380.4 1,400.9 1,329.5 1,073.0 928.5
Financed by
Equity 1,382.1 1,400.9 1,328.6 1,071.8 927.9
Non-controlling interest (1.7) – 0.9 1.2 0.6
1,380.4 1,400.9 1,329.5 1,073.0 928.5
138 Annual Report & Financial Statements for the year ended 31 December 2011
Informa plc
Legal Notices
The Group warns investors that a number of important factors, including those in this Annual Report, could cause actual results to
differ materially from those contained in any forward-looking statements. Such factors include, but are not limited to, those discussed
under Risks and Uncertainties on pages 29 to 32 of this Annual Report.
Website
Informa’s website www.informa.com gives additional information on the Group. Information made available on the website does not
constitute part of this Annual Report.
Company information
Annual Report & Financial Statements for the year ended 31 December 2011 139
Informa plc
Shareholder Information
Registrars
In early 2011 Informa moved its Registrar service from Equiniti (Jersey) Limited (“Equiniti”) to Computershare Investor Services (Jersey)
Limited (“Computershare”). The Shareholder Helpline run by Computershare is available between Monday and Friday, 8.30 am to
5.30 pm. The number to call is 0870 707 4040, if you are calling from outside the UK please call: +44 870 707 4040. This helpline deals
with various share related queries.
They also offer a free online service which enables you to:
• buy and sell shares instantly online with the dealing service; and
• other shareholder services such as change of address, transfer shares or replace a lost certificate.
Visit www.investorcentre.co.uk/je for further information. You will need your shareholder reference number as shown on your letter
from Informa dated 25 January 2011 which outlines the move to Computershare. You can register quickly and easily by going to
www.investorcentre.co.uk/je and clicking on the ‘Register’ button. You will be asked for various information including the following:
• the company in which you hold shares or loan notes managed by Computershare;
• shareholder reference;
Or you can select the ‘Single Access’ option which allows you to view your Informa holdings without creating an account. In order to
do this you just need to input your shareholder reference number and your post code. Once entered you are then able to manage
your shareholding account online.
Dividend
Informa usually pays a dividend to all shareholders twice each year. Informa operates a Dividend Access Plan which is open to all its
shareholders. Those shareholders who hold fewer than 100,000 shares are deemed to consent to receive their dividends from a UK
resident Informa company. However if a shareholder holding over 100,000 shares wishes to do so may elect to join the Dividend
Access Plan by completing an Election Form. This form is available from Informa’s Registrars by calling 0870 707 4040, if you are calling
from outside the UK please call: +44 870 707 4040. If you hold over 100,000 shares and do not elect to join the Dividend Access Plan
you will receive your dividends from Informa plc which is domiciled in Switzerland.
Alternatively, shareholders can elect to receive shares instead of cash from their dividend allocation through the Dividend
Reinvestment Plan (“DRIP”).
Shareholders can also arrange for dividends to be paid by mandate directly to a UK bank or building society account through the
BACSTEL-IP (Bankers’ Automated Clearing Services) system. For the benefit of shareholders resident in any of the eurozone countries,
the Company offers the option to receive dividends in euros.
Share Dealing
If shareholders wish to buy or sell any Informa shares, they can do so by calling the Company’s stockbrokers, Equiniti Financial
Services Limited (formerly Natwest Stockbrokers), on 0808 208 4433. Instructions on how to deal will be provided over the phone.
The helpline is open 8.00 am to 4.30 pm UK time, Monday to Friday, except Bank Holidays.
140 Annual Report & Financial Statements for the year ended 31 December 2011
Informa plc
ShareGift
ShareGift (Registered Charity no. 1052686) is an independent charity which specialises in accepting donations of small numbers of
shares which are uneconomic to sell on their own. ShareGift is particularly designed to accept unwanted shares and uses the ultimate
proceeds to support a wide range of UK charities. Over £14m has been given by ShareGift so far to over 1,700 different UK charities.
Further information about ShareGift can be found on their website, www.ShareGift.org or by calling 020 7930 3737.
• Make sure you get the correct name of the person and organisation
• Check that they are properly authorised by the FSA before getting involved. You can check at www.fsa.gov.uk/register
• Report the matter to the FSA either by calling 0870 707 4040
• Keep all correspondence from the Registrars in a safe place, or destroy correspondence by shredding it.
• If you change address inform the Registrars. If you receive a letter from the Registrars regarding a change of address and you
have not recently moved, contact them immediately.
• Know when the dividends are paid and consider having your dividend paid directly into your bank (contact the Registrars). If you
change your bank account, inform the Registrars of the details of your new account. Respond to any letters the Registrars send to
you about this.
• If you are buying or selling shares, only deal with brokers registered in the UK or in your country of residence.
Company information
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Annual Report & Financial Statements 2011