Half year results 2024
30/07/2024 07:00
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RNS Number : 2942Y Ascential PLC 30 July 2024
30 July 2024
Ascential plc
Half year results 2024
Strong growth ahead of market expectations
Double digit growth for Money20/20 and Lions
Recommended offer for Ascential by Informa
Ascential plc (LSE: ASCL.L), the specialist events, intelligence and advisory
company today announces results for the six months ended 30 June 2024.
RECOMMENDED OFFER BY INFORMA
On 24 July the Board recommended a cash offer from Informa valuing the issued
and to be issued share capital of Ascential at £1.2 billion. The offer:
○ represents a significant premium (of 53%) to the closing share
price the day prior to the start of the offer period;
○ provides shareholders with certainty and acceleration of value in
cash; and
○ offers shareholders a total return of £2.0 billion in 2024, or
2.1x the market capitalisation of Ascential before the announcement of the
conclusion of its strategic review on 25 January 2023.
Subject to shareholder approval, amongst other conditions as set out in the
announcement on 24 July, the associated scheme of arrangement is expected to
become effective in Q4 2024.
CONTINUED STRONG GROWTH AS A PREMIUM, GLOBAL, EVENTS-LED BUSINESS
○ Double-digit growth in both Lions and Money20/20 segments with
strong momentum exiting the half.
○ Diverse, sustainable revenue streams: spanning live events,
benchmarking awards, digital subscriptions and advisory.
○ Strong balance sheet, with a net cash position at 30 June 2024.
UPDATE ON STRATEGIC ACTIONS
○ Sale of Digital Commerce and WGSN completed at the start of the
year.
○ £758m returned to shareholders via tender offer, special dividend
and share buyback in the first half (the latter subsequently suspended).
○ As announced on 1 July, the Hudson MX sale process is ongoing with
multiple parties.
RESULTS FOR CONTINUING OPERATIONS AHEAD OF MARKET EXPECTATIONS
● Strong organic growth
○ Revenue up 15% to £157.8m (H123: £136.1m).
○ Adjusted EBITDA up 27% to £65.4m (H123: £51.6m).
● Strong growth in Marketing segment, revenue up 15%
○ Growth led by delegates and sponsorship revenue streams.
○ Delegate volumes up over 10%.
○ Sponsorship customer numbers up over 20%.
● Financial Technology segment revenue up by 14%
○ Money20/20 Europe revenue 8% lower vs prior year, as expected,
reflecting headwinds in Fintech investment, after growth of 19% in 2023.
○ Successful launch of Money20/20 Asia, with £6m revenue delivered.
● Delivering organic profit growth:
○ Adjusted EBITDA up 27% to £65.4m (H123: £51.6m), after £7.4m
(H123: £13.0m) of central costs.
○ Adjusted EBITDA margin in the first half increased to 41% (H123:
38%).
○ Marketing segment Adjusted EBITDA up 13% to £63.5m.
○ Financial Technology segment Adjusted EBITDA up 9% to £9.3m.
● Reported Operating profit: £56.3m (H123: £39.5m) stated after
charging Adjusting items of £6.7m (H123: £10.0m).
● Adjusted finance costs: £0.9m (H123: £8.6m) excluding £13.3m of
interest income generated on the disposal proceeds prior to the return of
value which has been treated as an Adjusting item.
● Profit after tax for discontinued operations: £428.5m (H123:
£39.7m loss) includes profit on disposal of Digital Commerce and WGSN of
£516.2m pre-tax or £455.4m post-tax.
● Strong growth in earnings per share
○ Diluted EPS for continuing operations.
○ 11.9p on an Adjusted basis (H123: 7.0p).
○ 15.1p on a Total basis (H123: 5.1p).
○ Diluted EPS for total operations of 125.2p (H123: 3.7p loss).
STRONG CASH FLOW PERFORMANCE AND ROBUST BALANCE SHEET
● Continued good operational cash flows from continuing operations:
○ Operating cash flow conversion of 100% (H123: 107%).
○ Free cash flow conversion after tax and capex of 87% (H123:
97%).
● Closing Net cash of £22.4m as at 30 June 2024 (from £318.1m Net
debt at December 2023), after the receipt of £1.2 billion of proceeds from
the sales of the Digital Commerce and WGSN businesses, less the return of
£750m of value via the tender offer and special dividend together with £8m
of buybacks in the first half.
Philip Thomas, Chief Executive Officer, commented:
"We have again delivered strong, double digit revenue growth across both of
our segments in the first half, building upon the 13% growth we delivered in
2023.
In Marketing, revenue growth of 15% was driven by substantial expansion of our
customer base at the Lions festival, addressing significant new segments, as
well as volume growth from both attendees, and sponsor customers. As expected,
Money20/20 Europe's performance reflected similar end-market disruption to
that experienced by the November 2023 US show. We successfully relaunched
Money20/20 in Asia as our third region, which provides us with a firm
foundation for future growth.
As we look to the second half of 2024 we are focused on leveraging the
considerable momentum generated in the first half. For the Money20/20 US show
in Las Vegas this October, forward booking values are currently in line with
prior year levels. Given the typical balance between first and second half
trading, in light of the very strong first half performance, we expect to
report constant currency revenue growth rates towards the top end of our
medium-term target range in 2024, with 2025 expecting to benefit from the
strong levels of momentum in the Marketing division in particular.
I am extremely proud of all of Ascential's brands, and the people who work so
hard to deliver for them every day. Our two divisions, Lions and Money20/20,
have transformed how our customers around the world experience events, and
benefit from both digital intelligence and advisory services. The value our
businesses bring to their respective industries is clear as is the regard in
which, following their recommended offer for the Company, they are held by
Informa."
-------------
Ascential will host a presentation for analysts and investors at 9.30 am on
Tuesday 30 July 2024, at the London Stock Exchange, 10 Paternoster Square,
London EC4M 7LS. This presentation will be webcast on
(http://www.ascential.com/) www.ascential.com (http://www.ascential.com/) ,
and a recording will also be available on-demand from our website in due
course.
About Ascential
Ascential takes the world's leading brands to the heart of what's next for
their industries. We do this through our events, intelligence products and
advisory services. Our 700 people serve a global customer base from more than
100 countries in the large and growing Marketing and Financial Technology
sectors. Ascential plc is listed on the London Stock Exchange (LON: ASCL).
Financial highlights - continuing operations
30 June Growth
2024 2023 (Restated(1)) Reported Organic
£'m £'m % %
Revenue
Marketing 125.1 107.2 17% 15%
Financial Technology 32.7 28.9 13% 14%
157.8 136.1 16% 15%
Adjusted EBITDA(2)
Marketing 63.5 56.0 13% 13%
Financial Technology 9.3 8.6 9% 9%
Corporate Costs (7.4) (13.0) 43% 45%
65.4 51.6 27% 27%
Depreciation (2.4) (2.1)
Adjusted operating profit 63.0 49.5
Adjusting items (6.7) (10.0)
Operating profit 56.3 39.5
Net interest income/(expense) 11.6 (8.6)
Profit before tax 67.9 30.9
Diluted earnings per share 15.1p 5.1p
Adjusted diluted earnings per share 11.9p 7.0p
Adjusted cash generated from operations 65.2 55.2
Operating cash flow conversion(2) 100% 107%
Free cash flow conversion(2) 87% 97%
Jun 24 Dec 23
Net cash/(Net debt)(3) 22.4 (318.1)
(1) 2023 has been restated for the transfer of Acuity from Financial
Technology to Marketing in 2023 and for discontinued operations. Refer to Note
8 for further detail.
(2) Refer to the definition of Alternative Performance Measures.
(3) Net cash includes £2.5m of capitalised borrowing costs (31 December 2023:
£0.8m) and £0.6m of cash classified as held for sale (31 December 2023:
£47.1m).
Contacts
Ascential plc
Philip Thomas Chief Executive Officer +44 (0)203 657 8950
Mandy Gradden Chief Financial Officer
Rory Elliott Investor Relations Director
Media enquiries
Matt Dixon FTI Consulting LLP +44 (0)20 3727 1000
Jamie Ricketts
Edward Bridges
IMPORTANT NOTICES
The person responsible for arranging the release of this announcement on
behalf of Ascential is Naomi Howden, Company Secretary.
This announcement contains "forward-looking statements" which includes all
statements other than statements of historical fact, including, without
limitation, those regarding the Company's financial position, financial
performance, financial condition, business strategy, plans and objectives of
management for future operations of the Company and its subsidiary
undertakings ("the Group"), or any statements preceded by, followed by or that
include the words "targets", "believes", "expects", "aims", "intends", "will",
"may", "anticipates", "would, "could" or similar expressions or negatives
thereof. Such forward-looking statements involve known and unknown risks,
uncertainties and other important factors beyond the Group's control that
could cause the actual results, performance or achievements of the Group to be
materially different from future results, performance or achievements
expressed or implied by such forward-looking statements. Such forward-looking
statements are based on numerous assumptions regarding the Group's present and
future business strategies and the environment in which the Group will operate
in the future.
Nothing in this announcement should be construed as a profit forecast or to
imply that the earnings of the Group for the current year or future years will
necessarily match or exceed the historical or published earnings of the Group.
These forward-looking statements speak only as at the date of this
announcement and are expressly qualified in their entirety by the cautionary
statements contained or referred to in this section. New factors will emerge
in the future, and it is not possible for the Company to predict which factors
they will be. In addition, the Group cannot assess the impact of each factor
on its business or the extent to which any factor, or combination of factors,
may cause actual results to differ materially from those described in any
forward-looking statements. As a result, you are cautioned not to place undue
reliance on such forward-looking statements.
Neither the Group nor its affiliates undertakes or is under any duty to update
this announcement or to correct any inaccuracies in any such information which
may become apparent (whether as a result of new information, future events or
otherwise) or to provide you with any additional information, other than any
requirements that the Group may have under applicable law or the Listing
Rules, the Prospectus Regulation Rules, the Disclosure Guidance and
Transparency Rules or the Market Abuse Regulation MAR as it forms part of
domestic law by virtue of the European Union (Withdrawal) Act 2018. To the
fullest extent permissible by law, such persons disclaim all and any
responsibility or liability, whether arising in tort, contract or otherwise,
which they might otherwise have in respect of this announcement. The
information in this announcement is subject to change without notice.
CHIEF EXECUTIVE'S REVIEW
Informa offer
I am extremely proud of all of Ascential's brands, and the people who work so
hard to deliver for them every day. Our two divisions, Lions and Money20/20,
have transformed how our customers around the world experience events, and
benefit from both digital intelligence and advisory services. The value our
businesses bring to their respective industries is clear as is the regard in
which they are held by Informa.
Informa is a highly respected business, famed for its expertise in B2B events,
strong, ethical culture and commitment to innovation. This offer provides the
opportunity to not only deliver substantial value for our shareholders but
also, together with Informa's international footprint and extensive
capabilities in data and analytics, the potential to unlock further growth
opportunities for our brands and our people.
H1 Performance
In the first half of year we have returned over £750m of value to
shareholders, representing the majority of the net proceeds from the sales of
Digital Commerce and WGSN.
Our operational performance in the first half of the year has been strong,
with overall revenue growth of 15% and Adjusted EBITDA growth of 27% (on a
continuing, organic basis), as both of our segments achieved double digit
revenue growth and we reduced our corporate cost base to match the shape of
our continuing business, following the disposals of Digital Commerce and
WGSN.
Our Marketing segment grew revenue by 15%, led by strong, double-digit growth
from Cannes Lions delegates and sponsorship. This was driven by a combination
of strong delegate volume growth, new pass launches and successful expansion
of both the customer base and the physical footprint of the festival. Overall,
customer engagement reached record levels, with revenue now over 50% above
2019's mark, over 13,000 attendees and a net promoter score that increased
once more and now stands at 64.
Our Financial Technology segment grew revenue by 14%. Following particularly
strong growth in 2023, the European edition's revenues earlier in June were 8%
lower than the prior year, reflecting the broader funding disruption in the
Fintech end market observed in the second half 2023. Earlier in the half,
Money20/20 successfully launched its Asian edition in Bangkok, Thailand in
April, with more than 3,000 attendees and revenues of just over £6m.
I would like to highlight that while our first half results testify to the
strength of our world-leading brands, key to this delivery has been the
performance of our people, who also lead the way, with their industry
expertise and dedication.
Operating Responsibly
Our vision is to be one of the most sustainable events-led businesses in the
world. To that end, in the first half of 2024 we rolled out The Ascential
Sustainable Events Standards across our largest events - a set of 20 ambitions
which will reduce waste and emissions across our operations. At this year's
Lions Festival, we launched the Equity, Representation and Accessibility
Programme, allocating funded passes to increase the diversity of talent
represented at Cannes Lions. We received applications from over 50 countries,
welcoming, in our first year, almost 400 delegates from around the world
including Kenya, Tunisia, Ecuador, Brazil, Nigeria and South Africa.
Money20/20, through its RiseUp and Amplify programmes also continues to
diversify representation within its sector.
We also announced our new corporate charity partnership with Media Trust.
Media Trust provides essential communications and digital skills training to
charities and local communities, as well as mentoring to young people aspiring
to join the media and creative industries. We are excited to continue making a
positive impact on society, empowering individuals with the skills and
opportunities they need to thrive.
Progress against our 2024 Priorities
● Delivering our medium-term growth targets and ambitions: we have
expanded our addressable market in both Marketing and Financial Technology and
have achieved double digit growth in both segments underpinning our medium
term ambitions. For example, Lions reached new customer segments through its
dedicated program for the Creator economy, succeeded in expanding further its
footprint within the city of Cannes and grew both delegate numbers and take-up
of premium passes. Additionally, Money20/20 Asia successfully launched in
Bangkok establishing an important foothold in this valuable market.
● Return of value to shareholders: in the first half of the year
we have returned £750m to shareholders through the tender offer and special
dividend, together with £8m through the share buyback programme (the latter
subsequently suspended).
● Hudson MX sale: the sale of Hudson MX is ongoing with multiple
parties.
Outlook
As we look to the second half of 2024 we are focused on leveraging the
considerable momentum generated in the first half. For the Money20/20 US show
in Las Vegas this October, forward booking values are currently in line with
prior year levels. Given the typical balance between first and second half
trading, in light of the very strong first half performance, we expect to
report constant currency revenue growth rates towards the top end of our
medium-term target range in 2024, with 2025 expecting to benefit from the
strong levels of momentum in the Marketing division in particular.
SEGMENTAL REVIEW
Marketing
The Marketing segment comprises Lions, WARC, Contagious and Acuity Pricing.
Lions, through its awards and festivals, as well as its subscription and
advisory products, is the global benchmark in the creative communications
industry. WARC is the global authority on marketing effectiveness for brands,
agencies and media platforms. Contagious is a provider of creative trends
insights to brands and agencies. Acuity Pricing provides real-time price,
promotion and product data to the UK's largest retailers and brands.
Six months ended 30 June (£'m) Growth (%)
2024 2023 (Restated)* Reported Organic
Revenue 125.1 107.2 17% 15%
Adjusted EBITDA 63.5 56.0 13% 13%
Adjusted EBITDA margin 51% 52%
*Restated for discontinued operations. Refer to Note 8 for further detail.
The Marketing segment performed strongly in the first six months of 2024, with
revenue growth of 15% and Adjusted EBITDA growth of 13%, on an organic basis.
Events-based revenues remain the largest element, at 49% for the 12 months to
June 2024, consisting of Sponsorship (30%) and Delegates (19%). Non events
revenues, totalling 51%, consisted of Benchmark Awards (21%), Subscription
products (21%) and Advisory services (9%). In terms of EBITDA margin, this
was slightly lower in the half due to the higher proportion of sponsorship
revenue, which attracts higher delivery costs compared to the division's other
revenue streams.
The Cannes Lions festival celebrated its 71st edition in June 2024. Revenue
from delegate participation was up over 20%, with a total of c.13,000
attendees. There was strong take-up, particularly, of the premium Platinum
pass (up 25%), as well as the successful introduction of new pass types
including Creator and Start-Up.
There was also good growth from physical and experiential sponsorship
activations, where revenue grew by over 20%, as demand for onsite activations
and new space in the city, particularly with major media and brand partners,
continued to grow strongly. Overall, sponsorship customer numbers grew over
20% to 140, with average revenue per customer of around £280,000.
In terms of the benchmark awards, entry volumes were just under 27,000, down
1% on prior year, although awards revenue grew by 2%. The awards saw continued
growth in the Creative Effectiveness Lions, receiving the highest number of
submissions since its launch in 2011. Social & Influencer Lions grew by
over 20%, seeing the highest number of entries since this category launched in
2018, while Luxury Lions launched as a new category, addressing this sizable
end market.
Overall, the festival saw a notable increase in participation from brands, as
well as growth in attendance from Latin America where participation was up
35%. Additionally, Lions engaged with a new segment of the Marketing ecosystem
with the launch of a dedicated program for the Creator economy.
Lions also provides year-round intelligence and consulting services through
its subscription and advisory products. Subscription revenues from The Work,
continued to grow well, up 9%, with annual renewal rates of over 90%. This
year, Lions launched a series of wholly digital eLearning programmes,
including a Creative MBA course, building on its strength in in-person
learning programmes that have been successfully delivered at the festival for
many years. Advisory, which provides insights using Lions' awards intelligence
and respected creative excellence training programmes, delivered projects for
major brands such as AB InBev, Kellanova, PepsiCo, Molson Coors and Instacart.
Further expanding the Marketing division's digital subscription base; WARC saw
revenue growth of 7%, with both new subscription business and advisory
services growing well, underpinned by renewal rates over 90%. Contagious,
including its advisory and events alongside subscriptions, saw strong growth,
of 11%, and completing the division, Acuity Pricing, grew 2%.
Financial Technology
The payments ecosystem has grown increasingly complex due to technology and
regulation, challenging organisations that move money globally at scale.
Money20/20 helps customers navigate this by offering access to a diverse
ecosystem where businesses can buy and sell products, form partnerships, and
showcase their brands on a unified platform.
Six months ended 30 June (£'m) Growth (%)
2024 2023 (Restated)* Reported Organic
Revenue 32.7 28.9 13% 14%
Adjusted EBITDA 9.3 8.6 9% 9%
Adjusted EBITDA margin 28% 30%
*Restated for discontinued operations. Refer to Note 8 for further detail.
The Financial Technology segment performed well in the first six months of
2024. Organic revenue growth of 14% and Adjusted EBITDA growth of 9%. The
EBITDA margin overall was slightly below H123, reflecting digital product
investment.
The European event, held in Amsterdam in June, following revenue growth in
2023 of 19%, saw revenue decline by 8%, reflecting the broader funding
conditions in the Fintech end market observed in the second half 2023.
Nevertheless this was pleasing considering that this year's edition achieved
revenue levels over 40% higher than in 2019, albeit less than 2023 reported
revenue. The 2024 event attracted over 7,500 attendees and over 2,000
companies, representing 100 countries.
Money20/20 successfully launched its new edition in Bangkok, Thailand in April
2024, with more than 3,000 attendees, with 78% in region attendees, and
revenues of just over £6m. The event saw attendees from over 1,100
companies with a third C-Suite and 24 Asian countries represented.
In the past nine months the Financial Technology market has experienced
headwinds arising from a reduction in funding availability in some areas of
the industry. The impact on Money20/20 has been mainly in new business within
the payments segment and felt more keenly in delegate spend, than sponsorship.
Nevertheless, we have continued to see good ongoing support in terms of
customer retention, particularly Enterprise level customers such as the
leading global players in Banking, Payments and Technology. Currently, we are
seeing levels of funding stabilising but we do still expect to see some
ongoing impact in the area of new business throughout 2024, with typically a
lag before we see market conditions manifest in delegate numbers at our
events.
FINANCIAL REVIEW
Overview
Following the sales of the Digital Commerce and WGSN businesses in the first
half of 2024, and the decision to sell Hudson MX, our financial results for
the first half of 2023 have been restated to classify these three businesses
as discontinued operations. The commentary within this report is therefore
mainly focused upon our continuing operations.
Our consolidated income statement from continuing operations shows revenue of
£157.8m (H123: £136.1m) and an operating profit of £56.3m (H123: £39.5m
profit). Adjusted EBITDA from continuing operations was £65.4m (H123:
£51.6m) with the growth primarily driven by the strong performance of the
Marketing segment, which grew revenue by 15% versus H123 as a result,
particularly, of strong volume growth from delegates and sponsorship.
The sale of the Digital Commerce and WGSN businesses completed early in the
first half of 2024, for total net cash proceeds of £1.2 billion, delivered a
pre-tax profit on disposal of £516m. Other adjusting items in the first half
of the year included the amortisation of acquired intangibles, share-based
payments and other non-trading items as set out in more detail below.
We delivered strong operating cash flow performance for the half year with
adjusted cash generated from continuing operations of £65.2m (H123: £55.2m),
an operating cash conversion of 100% (H123: 107%) and a free cash flow
conversion of 87% (H123: 97%).
Alternative Performance Measures
A core KPI and strategic goal of the Company is Organic revenue growth rate.
We believe that this is the most efficient method of growth, measures the
underlying health of the business and is a key driver of shareholder value
creation. Organic revenue growth rate eliminates the impact of acquisitions
(counting them only once they have been owned for 12 months) and disposals and
that element of growth which is driven by changes in foreign exchange rates.
It also eliminates the impact on growth rates of changes, if any, in timing of
live events and of products that are being curtailed.
Adjusted EBITDA is also an Alternative Performance Measure and is used in the
day-to-day management of the business to aid comparisons with peer companies,
manage banking covenants and provide a reference point for assessing our
operational cash generation. It eliminates items arising from portfolio
investment and divestment decisions, and from changes to capital structure.
Such items arise from non-trading activities, intermittent or non-recurring
events, and while they may generate substantial income statement amounts, do
not relate to the ongoing operational performance that underpins long-term
value generation.
Further details on Alternative Performance Measures are set out below.
Continuing operations
The results for the year ended 30 June 2024 are summarised in the table below.
Six months ended 30 June (£'m) Growth (%)
2024 2023 (Restated)* Reported Organic
Revenue 157.8 136.1 16% 15%
Adjusted EBITDA 65.4 51.6 27% 27%
Adjusted operating profit 63.0 49.5 27% 27%
Operating profit 56.3 39.5 43% 43%
*Restated for discontinued operations. Refer to Note 8 for further detail.
Segmental results
Following the sale of the Digital Commerce and WGSN businesses in the first
half of 2024, as well as the decision to sell Hudson MX, the Group has two
continuing reportable segments. These are Marketing and Financial Technology.
Information regarding the results of each is included below.
£'m Marketing Financial Technology Corporate Continuing
costs operations
H124
Revenue 125.1 32.7 - 157.8
Organic growth 15% 14% - 15%
Adjusted EBITDA 63.5 9.3 (7.4) 65.4
Organic growth 13% 9% 45% 27%
Adjusted EBITDA margin 51% 28% - 41%
Depreciation and software amortisation (1.5) (0.4) (0.5) (2.4)
Adjusted operating profit 62.0 8.9 (7.9) 63.0
H123 (Restated)*
Revenue 107.2 28.9 - 136.1
Adjusted EBITDA 56.0 8.6 (13.0) 51.6
Depreciation and software amortisation (1.2) (0.2) (0.7) (0.7)
Adjusted operating profit 54.8 8.4 (13.7) 49.5
*Restated for transfer of Acuity from Financial Technology to Marketing in
2023 and discontinued operations. Refer to Note 8 for further detail.
Revenue
The Company benefits from diverse revenue streams across its two segments
ranging from digital subscriptions to live events to advisory. Most of these
revenue streams have recurring or repeat characteristics benefiting from our
focus on customer retention. 33% of revenue for the last twelve months to June
2024 (LTM23: 35%) was derived from non-events sources, namely our Benchmark
Awards, Subscriptions and Advisory service lines.
£'m H124 H123 (Restated)*
Events 103.6 87.8
Delegates 40.8 45.8
Sponsorship 62.8 42.0
54.2 48.3
Non-events
Benchmark Awards 29.5 28.9
Subscriptions 16.3 15.0
Advisory 8.4 4.4
Revenue from continuing operations 157.8 136.1
*Restated for transfer of Acuity from Financial Technology to Marketing in
2023 and discontinued operations. Refer to Note 8 for further detail.
Adjusted EBITDA
Adjusted EBITDA from continuing operations grew to £65.4m (H123: £51.6m), an
increase of £13.8m, or 27% on an Organic basis. Adjusted EBITDA margin
increased from the prior year to 41.5% (H123: 37.9%). This was principally due
to a reduction in Group costs, to £7.4m (H123: £13.0m) following the
resizing of the central functions to match the reduced size of the continuing
business through staff and supplier cost base restructuring.
Reconciliation between Adjusted EBITDA and statutory operating profit
Adjusted EBITDA from continuing operations is reconciled to statutory
operating profit as shown in the table below.
£'m H124 H123 (Restated)*
Adjusted EBITDA 65.4 51.6
Depreciation (2.4) (2.1)
Adjusted operating profit 63.0 49.5
Non-trading items (0.6) (2.2)
Amortisation of acquired intangibles (3.9) (5.1)
Share-based payments (2.2) (2.7)
Statutory operating profit 56.3 39.5
*Restated for discontinued operations. Refer to Note 8 for further detail.
Non-Trading items
Non-Trading items incurred in H124 have been treated on a basis consistent
with our policy and with previous years, as set out in the table below and
further explained in Note 5.
£'m H124 H123 (Restated)*
Transaction and integration costs (0.6) (0.5)
Strategic review costs - (0.1)
Property impairments and provisions - (1.4)
Loss on disposal of RWRC - (0.2)
Non-trading items relating to continuing operations (0.6) (2.2)
Transaction and integration costs (1.4) (6.0)
Strategic review costs - (22.9)
Acquisition-related employment costs and deferred consideration - 9.3
ERP and Salesforce implementation - (3.9)
Non-trading items relating to discontinued operations (1.4) (23.5)
Non-trading items relating to total operations (2.0) (25.7)
*Restated for discontinued operations. Refer to Note 8 for further detail.
Continuing Operations
Transaction and integration costs comprise legal and professional fees for the
acquisition and integration of Contagious.
Discontinued Operations
Transaction and integration costs of £1.4m (H123: £6.0m) include
professional fees for diligence and legal costs for acquisitions and disposals
of investments.
Amortisation of acquired intangibles
The amortisation of acquired intangibles of £3.9m (H123: £5.1m) primarily
relates to brand and trade names of Lions, WARC and Money20/20 which are
expected to be amortised over various periods up to 2038. We expect a step
down in amortisation over the next 18 months as certain assets are fully
written down.
Share-based payments
The charge for share-based payments in continuing operations of £2.2m (H123:
£2.7m). The charge for discontinued operations was £1.2m (H123: £6.1m).
Net finance income
The total net finance income from continuing operations for the six months
ended June 2024 was £11.6m (H123: cost of £8.6m) as set out in the table
below:
£'m H124 H123 (Restated)*
Interest income on deposits and investments 1.3 3.3
Interest expense on external borrowings (1.9) (8.8)
Fair value loss on derivative financial instruments - (2.0)
Amortisation of arrangement fees (0.4) (0.4)
Discount unwind on lease liabilities and provisions (0.2) -
Foreign exchange gain/(loss) 0.3 (0.7)
Adjusted net finance costs relating to continuing operations (0.9) (8.6)
Adjusting net finance income 12.5 -
Net finance income/(cost) relating to continuing operations 11.6 (8.6)
Net finance income relating to discontinued operations 0.8 2.9
Net finance income/(cost) relating to total operations 12.4 (5.7)
*Restated for discontinued operations. Refer to Note 8 for further detail.
The Group's adjusted net finance costs have decreased from £8.6m in H123 to
£0.9m in H124 due mainly to the repayment of debt following the sales of the
Digital Commerce and WGSN businesses.
Profit before tax
Adjusted profit before tax on continuing operations of £62.1m increased
compared to H123's £40.9m. This reflects the higher level of adjusted EBITDA
and operating profit. Total profit before tax for the year of £67.9m,
compared to the profit in the prior period of £30.9m.
Taxation
A tax charge on continuing operations of £9.1m (H123: £8.0m) was incurred on
the reported profit before tax of £67.9m (H123: £30.9m). This includes a tax
credit of £8.0m arising in respect of pre-sale restructuring associated with
the continuing group.
A tax charge of £15.8m (H123: £9.8m) was incurred on Adjusted profit before
tax of £62.1m (H123: £40.9m) resulting in an Adjusted effective tax rate for
the period of 25.4% (H123: 24.0%) broadly in line with the underlying UK and
US corporate tax rates.
The composition of the tax charge on continuing operations is summarised in
the table below.
Analysis of tax charge (£'m) H124 H123 (Restated)*
Adjusted profit before tax 62.1 40.9
Tax charge on Adjusted profit before tax (15.8) (9.8)
Effective tax rate (%) 25.4% 24.0%
Adjusting items 5.8 (10.0)
Tax credit on Adjusting items 6.7 1.8
Effective tax rate on Adjusting items (%) (115.5%) 18.0%
Reported profit before tax 67.9 30.9
Tax charge on reported profit before tax (9.1) (8.0)
Effective tax rate on reported profit before tax (%) 13.4% 25.9%
*Restated for discontinued operations. Refer to Note 8 for further detail.
The Group has a recognised net deferred tax asset of £39.7m (H123: £47.5m)
including a £14.5m (H123: £23.7m) deferred tax liability on non-deductible
intangibles and an asset of £48.7m (H123: £71.2m) relating to US deductible
intangibles, accelerated capital allowances and future relief for employee
share awards.
The vast majority of the net deferred tax asset at December 2023, amounting to
£92.3m, was utilised against gains arising on the disposal of Digital
Commerce and restructuring of the US corporate structure in January 2024.
This 2024 restructuring also created a new deferred tax asset relating to
Money20/20 USA and WARC USA of £50m that will be realised in cash over the
next 15 years.
Discontinued operations
The results of the discontinued Digital Commerce, WGSN and Hudson MX
businesses are included as a single line item within Profit After Tax but are
set out in detail in Note 8. Profit After Tax attributable to these businesses
in the first half was £428.5m, (H123: £39.7m loss). This includes pre-tax
gains on the disposal of WGSN of £422.7m and on the disposal of Digital
Commerce of £93.5m. Also included in discontinued operations is a £21.5m
impairment of our held for sale asset, Hudson MX (see Note 8 for further
details).
£'m H124 H123 (Restated)*
Adjusted results Adjusting items Total Adjusted results Adjusting items Total
Revenue 12.4 - 12.4 171.3 - 171.3
Adjusted EBITDA (2.5) - (2.5) 27.0 - 27.0
Depreciation, amortisation and impairment - (21.5) (21.5) (12.3) (23.9) (36.2)
Non-trading items - (1.4) (1.4) - (23.5) (23.5)
Disposal of business - 516.2 516.2 - - -
Share-based payments - (1.2) (1.2) - (6.1) (6.1)
Operating profit / (loss) (2.5) 492.1 489.6 14.7 (53.5) (38.8)
Share of the loss of associates - - - (6.4) (0.4) (6.8)
Net finance income / (costs) (1.3) 2.1 0.8 0.6 2.3 2.9
Profit / (loss) before tax (3.8) 494.2 490.4 8.9 (51.6) (42.7)
Taxation (charge) / credit (1.1) (60.8) (61.9) (5.4) 8.4 3.0
Profit / (loss) after tax (4.9) 433.4 428.5 3.5 (43.2) (39.7)
*Restated for discontinued operations. Refer to Note 8 for further detail.
Foreign currency translation impact
The Group's reported performance is sensitive to movements in both the Euro
and US Dollar against Sterling with significant events revenues in Euro and US
Dollars. As can be seen from the table below, Sterling was stronger against
the Euro and US Dollar in H124, which has negatively impacted the reported
growth rates in our financial performance in H124.
Weighted average rate Period-end rate
Currency H124 H123 Change H124 H123 Change
Euro 1.17 1.17 (1%) 1.18 1.16 (2%)
US Dollar 1.26 1.23 (3%) 1.26 1.27 1%
When comparing H124 and H123, changes in currency exchange rates had an
adverse impact on revenue and EBITDA from continuing operations of £1.6m and
£0.7m respectively. On a segmental basis, the impact of changes in foreign
currency exchange rates was as follows:
● Marketing: a £1.4m impact on revenue and a £0.2m impact on
Adjusted EBITDA;
● Financial Technology: a £0.2m impact on revenue and a £0.1m on
Adjusted EBITDA; and
● Corporate costs: a £0.4m impact on Adjusted EBITDA.
For illustrative purposes, the table below provides details of the impact on
revenue and Adjusted EBITDA from continuing operations if the results were
restated for Sterling weakening by 1% against the USD and Euro in isolation.
H124 H123 (Restated)*
£'m Revenue Adjusted EBITDA Revenue Adjusted EBITDA
Euro 1.3 1.1 1.2 1.0
US Dollar 0.2 - 0.1 -
*Restated for discontinued operations. Refer to Note 8 for further detail.
Earnings per share
Adjusted diluted earnings per share for continuing operations were 11.9p
(H123: 7.0p). Total diluted earnings per share for continuing operations was
15.1p (H123: 5.1p) with 2023 impacted by higher levels of Adjusting items to
effect the strategic review and consequent disposals of Digital Commerce and
WGSN. Additionally, the issued share capital in the first half of 2024
reduced, to an average of 384.2m, compared to 440.2m in the first half of
2023, due to the tender offer and share consolidation completed in the period,
together with the share buyback.
Disposal of Digital Commerce and WGSN businesses
On 2 January 2024, the Group completed the sale of its Digital Commerce
business to Omnicom Group Inc. and on 1 February 2024, the Group completed the
sale of the Product Design business, WGSN, to Wind UK Bidco 3 Limited (a
newly formed company established by funds advised by Apax Partners). Proceeds
for both transactions totalled £1.2 billion and the pre-tax profit on
disposal from the two transactions arising in early 2024 was £516.2m with a
tax charge of £60.8m (£29.1m current tax and £89.9m deferred tax) arising
on the disposals and associated corporate restructuring. The tax charge was
reduced by the utilisation of £89.8m of capital losses resulting from the
revaluation and transfer of Hudson MX and the creation of £50.0m of deferred
tax assets on the transfer of Money20/20 LLC and WARC LLC as part of the
corporate restructuring.
Investments
On 15 April 2024, Ascential obtained majority ownership of Hudson MX with the
payment of $85.2m (£67.5m) to existing shareholders. This had been agreed in
October 2023 as part of the disposal process of the Hudson MX business,
following the Board's decision that this was not core to the ongoing business
of Ascential following the sale of Digital Commerce. The sale of Hudson MX
is ongoing.
Cash flow
Continuing operations
The Company generated Adjusted operating cash flow from continuing operations
of £65.2m (H123: £55.2m), being a 100% (H123: 107%) operating cash flow
conversion in the year. The Group's Adjusted EBITDA increased by £13.8m to
£65.4m, partially offset by £0.2m of negative working capital movement,
£2.7m of capital expenditure and £5.4m of tax paid. As a result, the Company
generated free cash flow of £57.1m (H123: £50.3m) as shown in the table
below:
Continuing operations
£'m H124 H123 (Restated)*
Adjusted EBITDA 65.4 51.6
Working capital movements (0.2) 3.6
Adjusted operating cash flow from continuing operations 65.2 55.2
Operating cash flow conversion (%) 100% 107%
Capital expenditure (2.7) (4.2)
Tax paid (5.4) (0.7)
Free cash flow from continuing operations 57.1 50.3
Free cash flow conversion (%) 87% 97%
Discontinued operations
£'m H124 H123 (Restated)*
Adjusted EBITDA (2.5) 27.0
Working capital movements 2.0 (4.4)
Adjusted operating cash flow from discontinued operations (0.5) 22.6
Capital expenditure (12.4) (15.7)
Tax paid (1.5) (0.3)
Free cash flow from discontinued operations (14.4) 6.6
Total operations
£'m H124 H123 (Restated)*
Free cash flow from continuing operations 57.1 50.3
Free cash flow from discontinued operations (14.4) 6.6
Free cash flow from total operations 42.7 56.9
Deferred contingent consideration including contingent employment cost (67.5) (30.9)
Acquisition of investments and loan to associate (0.8) (13.3)
Disposal of businesses, net of cash disposed 1,128.5 24.9
Non-trading costs paid (1.5) (19.0)
Cash flow before financing activities 1,101.4 18.6
Proceeds from external borrowings - 57.1
Repayment of external borrowings (412.0) (48.0)
Net interest received/(paid) 10.2 (7.1)
Net lease liabilities paid (1.4) (4.1)
Share purchases (315.3) (2.6)
Dividends paid to shareholders (450.2) -
Net cash flow (67.3) 13.9
Opening cash balance 86.5 80.0
FX movements 0.7 (4.3)
Closing cash balance 19.9 89.6
Borrowings - (299.6)
Capitalised arrangement fees 2.5 1.2
Derivative financial instruments - 3.2
Net cash/(debt) 22.4 (205.6)
*Restated for discontinued operations. Refer to Note 8 for further detail.
Returns to shareholders
After completing the disposals of Digital Commerce and WGSN in Q1 2024,
raising total cash proceeds of £1.2 billion, the Board has returned £758m of
value to shareholders in the first half of 2024, through:
○ a tender acquiring £300m of Ascential shares, completed in May
2024;
○ a special dividend of £450m was paid in June 2024 (accompanied by
a share consolidation); and
○ an on-market share buyback programme, having acquired £8m worth
of shares as at 30 June 2024.
Strong balance sheet and access to liquidity
Ascential manages its capital to ensure that entities in the Group will be
able to continue as going concerns while maximising the return to shareholders
through the optimisation of the debt-to-equity balance. The capital structure
of the Group consists of debt, cash and cash equivalents and equity
attributable to equity holders of the parent comprising capital, reserves and
retained earnings. The Group's policy is to borrow centrally to meet
anticipated funding requirements. These borrowings, together with cash
generated from operations, are on-lent at market-based interest rates and on
commercial terms and conditions or contributed as equity to subsidiaries.
Ascential aims to operate with net leverage of between 1-2x Adjusted EBITDA,
although may operate above these levels temporarily following acquisitions.
Going concern
The Board is required to assess going concern at each reporting period. These
assessments require judgement to determine the impact of future economic
conditions on the Group, including the impact of downward recessionary
pressures. After considering the current financial projections and the bank
facilities available and then applying a severe but plausible sensitivity, the
Directors of the Company are satisfied that the Group has sufficient resources
for its operational needs and will remain in compliance with the financial
covenants in its bank facilities for at least the next 12 months from the date
of approving these financial statements.
On 24 July 2024 the boards of Informa and Ascential announced that they have
reached agreement on the terms of a recommended cash offer of £1.2 billion
for the entire issued and to be issued ordinary share capital of Ascential.
Informa has obtained a dedicated facility to fund the acquisition and it is
intended that the offer, which is subject to shareholder approval, will be
implemented by way of a Court sanctioned scheme of arrangement under Part 26
of the Companies Act. While the directors are confident of the financial
position of the Group and its ability to trade as a going concern
independently, the going concern assessment of the Group, on the basis that
the offer from Informa is approved by shareholders, is subject to
uncertainties relating to the potential change in ownership of the Group and
the actual funding requirements and financing arrangements post-completion.
For this reason the Directors cannot reasonably predict the financial position
of the Group post-completion, including the details of any financing
arrangements related to the transaction that could affect the Group.
As set out in their announcement of 24 July 2024 Informa recognises that Lions
and Money20/20 are market-leading, global, events-led platforms with premium
brands in structurally attractive sectors. Informa believes it is uniquely
placed to provide a global platform and operations for Ascential's divisions
to continue their strong growth trajectory. Informa's intention is to provide
the platform, capabilities, investment and support to nurture and further
develop Ascential's brands. Based on these indications the directors believe
that it remains appropriate to prepare the financial statements on a going
concern basis. However, these circumstances indicate the existence of a
material uncertainty related to events or conditions that may cast significant
doubt on the group's ability to continue as a going concern post-completion
and, therefore, that the group may be unable to realise its assets and
discharge its liabilities in the normal course of business. The financial
statements do not include any adjustments that would result from the basis of
preparation being inappropriate.
Condensed Consolidated Income Statement
For the six months ended 30 June 2024
Six months to 30 June 2024 Six months to 30 June 2023 Year to 31 December 2023
(Unaudited) (Unaudited and restated)* (Audited)
(£ million) Note Adjusted results Adjusting items Total Adjusted results Adjusting items Total Adjusted results Adjusting items Total
Continuing operations
Revenue 4 157.8 - 157.8 136.1 - 136.1 206.4 - 206.4
Cost of sales (56.0) - (56.0) (44.0) - (44.0) (74.2) - (74.2)
Sales, marketing and administrative expenses (38.8) (6.7) (45.5) (42.6) (10.0) (52.6) (80.7) (20.8) (101.5)
Operating profit/(loss) 4 63.0 (6.7) 56.3 49.5 (10.0) 39.5 51.5 (20.8) 30.7
Adjusted EBITDA 4 65.4 - 65.4 51.6 - 51.6 56.4 - 56.4
Depreciation, amortisation and impairment (2.4) (3.9) (6.3) (2.1) (5.1) (7.2) (4.9) (9.0) (13.9)
Non-trading items 5 - (0.6) (0.6) - (2.2) (2.2) - (4.4) (4.4)
Share-based payments - (2.2) (2.2) - (2.7) (2.7) - (7.4) (7.4)
Operating profit/(loss) 63.0 (6.7) 56.3 49.5 (10.0) 39.5 51.5 (20.8) 30.7
Finance costs 6 (2.5) (0.8) (3.3) (11.9) - (11.9) (26.6) - (26.6)
Finance income 6 1.6 13.3 14.9 3.3 - 3.3 5.6 0.9 6.5
Profit/(loss) before taxation 62.1 5.8 67.9 40.9 (10.0) 30.9 30.5 (19.9) 10.6
Taxation (charge)/credit 7 (15.8) 6.7 (9.1) (9.8) 1.8 (8.0) (8.1) 3.3 (4.8)
Profit/(loss) from continuing operations 46.3 12.5 58.8 31.1 (8.2) 22.9 22.4 (16.6) 5.8
Discontinued operations
Profit/(loss) from discontinued operations, net of tax 8 (4.9) 433.4 428.5 3.5 (43.2) (39.7) 24.7 (220.2) (195.5)
Profit/(loss) for the year 41.4 445.9 487.3 34.6 (51.4) (16.8) 47.1 (236.8) (189.7)
Profit/(loss) attributable to:
Owners of the Company 41.4 445.9 487.3 33.9 (50.4) (16.5) 44.6 (235.9) (191.3)
Non-controlling interests - - - 0.7 (1.0) (0.3) 2.5 (0.9) 1.6
Earnings/(loss) per share (Basic and Diluted, pence)
Continuing operations
- Basic EPS 9 12.1 3.3 15.4 7.1 (1.9) 5.2 5.1 (3.8) 1.3
- Diluted EPS 9 11.9 3.2 15.1 7.0 (1.9) 5.1 5.0 (3.7) 1.3
Total operations
- Basic EPS 9 10.8 116.1 126.9 7.7 (11.4) (3.7) 10.2 (53.8) (43.6)
- Diluted EPS 9 10.6 114.6 125.2 7.6 (11.3) (3.7) 10.0 (52.9) (42.9)
*Restated for discontinued operations. Refer to Note 8 for further detail.
The accompanying notes are an integral part of these condensed consolidated
financial statements.
Condensed Consolidated Statement of Comprehensive Income
For the six months ended 30 June 2024
Six months to 30 June 2024 Six months to 30 June 2023 Year to 31 December 2023
(Unaudited) (Unaudited and restated)* (Audited)
(£ million) Adjusted results Adjusting items Total Adjusted results Adjusting items Total Adjusted results Adjusting items Total
Profit/(loss) for the year from:
Continuing operations 46.3 12.5 58.8 31.1 (8.2) 22.9 22.4 (16.6) 5.8
Discontinued operations (4.9) 433.4 428.5 3.5 (43.2) (39.7) 24.7 (220.2) (195.5)
Profit/(loss) for the year 41.4 445.9 487.3 34.6 (51.4) (16.8) 47.1 (236.8) (189.7)
Other Comprehensive income
Items that have been or may be reclassified subsequently to profit or loss
(net of tax):
Exchange translation differences recognised in equity on translation of
foreign operations
- recognised in equity from total operations (0.5) - (0.5) (28.4) - (28.4) (28.8) - (28.8)
- transferred from equity for disposed of entities - (18.5) (18.5) - - - - - -
(Loss)/gain on net investment hedge - (4.6) (4.6) - - - - 4.6 4.6
Other comprehensive income/(expense), net of tax (0.5) (23.1) (23.6) (28.4) - (28.4) (28.8) 4.6 (24.2)
Total comprehensive income/(expense) for the year, net of tax 40.9 422.8 463.7 6.2 (51.4) (45.2) 18.3 (232.2) (213.9)
Total comprehensive income/(expense) attributable to:
Owners of the Company 40.9 422.8 463.7 5.5 (50.4) (44.9) 15.8 (231.3) (215.5)
Non-controlling interests - - - 0.7 (1.0) (0.3) 2.5 (0.9) 1.6
*Restated for discontinued operations. Refer to Note 8 for further detail.
The accompanying notes are an integral part of these condensed consolidated
financial statements.
Condensed Consolidated Statement of Financial Position
As at 30 June 2024
(£ million) Note 30 June 2024 30 June 2023 31 December 2023
(Unaudited) (Unaudited) (Audited)
Assets
Non-current assets
Goodwill 135.1 681.9 134.8
Intangible assets 66.0 213.9 69.6
Property, plant and equipment 1.0 6.2 0.6
Right-of-use assets 0.5 16.1 1.6
Lease receivable 4.1 0.5 4.3
Investments 2.5 24.9 1.7
Other receivables 5.5 87.7 -
Deferred tax assets 7 48.7 54.5 92.2
263.4 1,085.7 304.8
Current assets
Inventories 0.2 4.1 0.3
Trade and other receivables 32.2 317.1 49.2
Lease receivable 1.0 - -
Derivatives - 3.3 7.0
Cash and cash equivalents 11 19.3 89.6 39.4
Assets held for sale 8 49.7 - 1,205.6
102.4 414.1 1,301.5
Total assets 365.8 1,499.8 1,606.3
Liabilities
Current liabilities
Trade and other payables 43.3 269.9 80.5
Deferred income 44.9 114.8 54.1
Deferred and contingent consideration - 42.3 65.7
Lease liabilities 1.9 6.8 2.0
Current tax liabilities 10.4 7.9 5.2
Provisions 3.4 1.5 5.4
Liabilities held for sale 8 10.2 - 413.9
114.1 443.2 626.8
Non-current liabilities
Deferred income - 0.5 -
Deferred and contingent consideration - 22.7 -
Lease liabilities 8.0 16.5 8.9
External borrowings 11 - 298.4 411.6
Deferred tax liabilities 7 9.0 7.0 7.6
Provisions 1.9 1.8 1.9
18.9 346.9 430.0
Total liabilities 133.0 790.1 1,056.8
Net assets 232.8 709.7 549.5
Condensed Consolidated Statement of Financial Position (continued)
As at 30 June 2024
(£ million) Note 30 June 2024 30 June 2023 31 December 2023
(Unaudited) (Unaudited) (Audited)
Equity
Share capital 3.5 4.4 4.4
Share premium 154.9 153.6 154.1
Translation reserve (28.1) (8.7) (4.5)
Other reserves 166.5 163.8 165.8
Retained earnings (64.0) 376.9 209.7
Shareholders' equity 232.8 690.0 529.5
Non-controlling interests - 19.7 20.0
Total equity 232.8 709.7 549.5
Total liabilities and equity 365.8 1,499.8 1,606.3
The accompanying notes are an integral part of these condensed consolidated
financial statements.
Condensed Consolidated Statement of Changes in Equity
For the six months ended 30 June 2024
Attributable to owners of the Company
(£ million) Share capital Share Translation Other Retained Shareholders' Non-controlling Total
premium reserve reserves earnings equity interests equity
At 31 December 2022 (Audited) 4.4 153.6 19.7 166.0 386.5 730.2 21.7 751.9
Loss for the period - - - - (16.5) (16.5) (0.3) (16.8)
Other comprehensive expense - - (28.4) - - (28.4) - (28.4)
Total comprehensive expense - - (28.4) - (16.5) (44.9) (0.3) (45.2)
Share purchases - - - (2.6) - (2.6) - (2.6)
Shares issued to employees - - - 0.4 (0.4) - - -
Foreign exchange movements - - - - - - (1.7) (1.7)
Share-based payments - - - - 8.4 8.4 - 8.4
Taxation on share-based payments - - - - (1.1) (1.1) - (1.1)
At 30 June 2023 (Unaudited) 4.4 153.6 (8.7) 163.8 376.9 690.0 19.7 709.7
Loss for the period - - - - (174.8) (174.8) 1.9 (172.9)
Other comprehensive income - - 4.2 - - 4.2 - 4.2
Total comprehensive income/(expense) - - 4.2 - (174.8) (170.6) 1.9 (168.7)
Issue of shares - 0.5 - - - 0.5 - 0.5
Share purchases - - - (4.1) - (4.1) - (4.1)
Shares issued to employees - - - 6.1 (6.1) - - -
Foreign exchange movements - - - - - - 0.5 0.5
Share-based payments - - - - 14.4 14.4 - 14.4
Taxation on share-based payments - - - - (0.7) (0.7) - (0.7)
Acquisition of non-controlling interests - - - - - - 0.1 0.1
Dividends paid to non-controlling interest - - - - - - (2.2) (2.2)
At 31 December 2023 (Audited) 4.4 154.1 (4.5) 165.8 209.7 529.5 20.0 549.5
Profit for the period - - - - 487.3 487.3 - 487.3
Other comprehensive expense - - (23.6) - - (23.6) - (23.6)
Total comprehensive income/(expense) - - (23.6) - 487.3 463.7 - 463.7
Share purchases (0.9) - - (3.3) (310.5) (314.7) - (314.7)
Shares issued to employees - 0.8 - 4.0 (4.0) 0.8 - 0.8
Share-based payments - - - - 3.7 3.7 - 3.7
Dividends paid to shareholders - - - - (450.2) (450.2) - (450.2)
Disposal of non-controlling interests - - - - - - (20.0) (20.0)
At 30 June 2024 (Unaudited) 3.5 154.9 (28.1) 166.5 (64.0) 232.8 - 232.8
The accompanying notes are an integral part of these condensed consolidated
financial statements.
Condensed Consolidated Statement of Cash Flows
For the six months ended 30 June 2024
Six months to Six months to Year to
30 June 2024 30 June 2023 31 December 2023
(Unaudited) (Audited)
(£ million) Note (Unaudited and restated)*
Cash flow from operating activities
Profit before taxation from continuing operations 67.9 30.9 10.6
Profit/(loss) before taxation from discontinued operations 8 490.4 (42.7) (230.2)
Profit/(loss) before tax 558.3 (11.8) (219.6)
Adjustments for:
Depreciation and amortisation 6.3 41.4 49.8
Impairment of assets 21.5 2.0 12.8
Deferred contingent consideration costs - (9.3) (1.8)
(Gain)/loss on disposal of businesses (516.2) 0.2 0.1
Loss on disposal of intangible assets and property, plant and equipment - - 0.6
Share-based payments 3.4 8.8 23.8
Share of the loss of equity-accounted investees, net of tax - 6.8 13.3
Net finance (income)/costs (12.4) 5.7 132.7
Cash generated from operations before changes in working capital, provisions 60.9 43.8 11.7
and deferred and contingent consideration
Deferred and contingent consideration paid - (16.6) (42.5)
Changes in:
Inventories 0.1 (0.9) (4.5)
Trade and other receivables 12.8 15.8 (67.5)
Trade and other payables (10.8) 0.8 94.0
Provisions 0.1 (0.7) 4.9
Cash generated from/(used in) operations 63.1 42.2 (3.9)
Adjusted cash generated from continuing operations 65.2 55.2 62.9
Cash (outflows)/inflows for discontinued operations (1.9) 22.6 42.1
Cash outflows for acquisition-related contingent employment costs** - (16.6) (42.5)
Cash outflows for other non-trading items (0.2) (19.0) (66.4)
Cash generated from/(used in) operations 63.1 42.2 (3.9)
Tax paid (6.9) (1.0) (4.3)
Net cash generated from/(used in) operating activities 56.2 41.2 (8.2)
Condensed Consolidated Statement of Cash Flows (continued)
For the six months ended 30 June 2024
Six months to Six months to Year to
30 June 2024 30 June 2023 31 December 2023
(Unaudited) (Audited)
(£ million) Note (Unaudited and restated)*
Cash flow from investing activities
Acquisition of subsidiaries, net of cash acquired - - (6.8)
Deferred and contingent consideration paid** (67.5) (14.3) (27.1)
Acquisition of investments (0.8) (2.8) (3.6)
Proceeds from sale of equity-accounted investments - 24.9 24.9
Loan to associate - (10.5) (19.5)
Acquisition of software intangibles and property, plant and equipment (15.0) (19.9) (41.2)
Disposal of businesses, net of cash disposed 10 1,128.5 - -
Net cash generated from/(used in) investing activities 1,045.2 (22.6) (73.3)
Cash flow from financing activities
Proceeds from external borrowings 11 - 57.1 170.1
Repayment of external borrowings 11 (412.0) (48.0) (47.5)
Proceeds from issue of shares - - 0.5
Share purchases (315.3) (2.6) (5.7)
Net interest and arrangement fees paid 10.2 (7.1) (15.7)
Net lease liabilities paid (1.4) (4.1) (8.1)
Dividends paid to shareholders (450.2) - -
Dividends paid to non-controlling interests - - (2.2)
Net cash (used in)/generated from financing activities (1,168.7) (4.7) 91.4
Net (decrease)/increase in cash and cash equivalents (67.3) 13.9 9.9
Cash and cash equivalents at the beginning of the period 86.5 80.0 80.0
Effect of exchange rate changes 0.7 (4.3) (3.4)
Cash and cash equivalents (including cash held in disposal groups) at the end 19.9 89.6 86.5
of the period
Cash and cash equivalents held in disposal group presented as held for sale at 0.6 - 47.1
the end of the period
Cash and cash equivalents at the end of the period 19.3 89.6 39.4
*Restated for discontinued operations. Refer to Note 8 for further detail.
**Includes payments for both deferred and contingent consideration recognised
on initial acquisition as well as any subsequent remeasurements. Payments
linked to ongoing employment in addition to business performance are shown
within cash generated from operations.
The accompanying notes are an integral part of these condensed consolidated
financial statements.
Notes to the Condensed Consolidated Interim Financial Statements
For the six months ended 30 June 2024
1. Basis of preparation
Ascential plc (the "Company") is a public limited company, which is listed on
the London Stock Exchange and incorporated and domiciled in the United
Kingdom. These unaudited condensed consolidated interim financial statements
as at and for the six months to 30 June 2024 comprise the results and
financial position of the Company and its subsidiaries (the 'Group') and were
approved by the Board of Directors on 29 July 2024. The condensed consolidated
interim financial statements have been prepared in accordance with the
International Accounting Standard 34 "Interim Financial Reporting" (IAS 34) as
adopted for use in the UK.
As required by the Disclosure Guidance and Transparency Rules of the Financial
Conduct Authority, this condensed set of financial statements has been
prepared applying the accounting policies and presentation that were applied
in the preparation of the Company's published consolidated financial
statements for the year ended 31 December 2023 which were prepared in
accordance with applicable law and UK-adopted international accounting
standards. These condensed consolidated interim financial statements do not
comprise statutory accounts within the meaning of Section 435 of the Companies
Act 2006 and should be read in conjunction with the Annual Report and Accounts
2023. Those accounts were reported upon by the Group's auditors and delivered
to the Registrar of Companies. The report of the auditors was unqualified, did
not include a reference to any matters to which the auditors drew attention by
way of emphasis without qualifying their report and did not contain statements
under Section 498 (2) or (3) of the Companies Act 2006. The Annual Report and
Accounts 2023 is available upon request from the Company's registered office
at 2nd Floor, 81-87 High Holborn, London, WC1V 6DF, United Kingdom or at
www.ascential.com (http://www.ascential.com) .
The condensed consolidated interim financial statements have been prepared on
a going concern basis (see further details below) and under the historical
cost convention, with the exception of items that are required by IFRS to be
measured at fair value.
Going concern
After considering the current financial projections and the bank facilities
available and then applying a severe but plausible sensitivity, the Directors
of the Company are satisfied that the Group has sufficient resources for its
operational needs and will remain in compliance with the financial covenants
in its bank facilities for at least the next 12 months from the date of
approving these financial statements. The process and key judgements in coming
to this conclusion are set out below.
The Board is required to assess going concern at each reporting period. These
assessments require judgement to determine the impact of future economic
conditions on the Group, including the impact of any downward recessionary
pressures. The Directors have considered three main factors in reaching their
conclusions on going concern - liquidity, covenants and scenario planning - as
set out below.
Liquidity
In December 2023, the Group entered into a new 4-year multi-currency revolving
credit facility ("RCF") of £225m that became effective in January 2024. This
facility provides ample liquidity when judged against the operational
requirements of the continuing Group following the disposals of Digital
Commerce and WGSN.
Covenants
The more sensitive aspects of the Group's financing are the application of
certain covenant limit tests to these facilities. The most sensitive covenant
limit is Leverage (broadly, the ratio of Net debt to Adjusted pre-IFRS 16
EBITDA). The facility covenants are tested semi-annually and include (i) a
maximum Leverage of 3.00x and, (ii) a minimum interest cover of 3.00x.
At 30 June 2024, no debt was drawn and therefore the Group was automatically
in compliance with its Leverage covenant.
Scenario planning
In assessing going concern, the Directors considered the most severe but
plausible scenario that could impact the business to be a wider economic
downturn commencing in early 2025. This scenario is not a forecast of the
Group and is designed to stress test liquidity and covenant compliance. The
key assumption is that there is a material reduction in our planned revenues
for 2025 with cost savings mitigating half of this revenue shortfall. This
scenario results in a 0.16x increase to our Leverage ratio at the 30 June 2025
testing point.
In this downside scenario there is sufficient headroom against all banking
covenant tests.
Recommended cash offer from Informa plc ('Informa')
On 24 July 2024 the boards of Informa and Ascential announced that they had
reached agreement on the terms of a recommended cash offer of £1.2 billion
for the entire issued and to be issued ordinary share capital of Ascential.
Informa has obtained a dedicated facility to fund the acquisition and it is
intended that the offer, which is subject to the approval of Ascential
shareholders, will be implemented by way of a Court sanctioned scheme of
arrangement under Part 26 of the Companies Act. While the directors are
confident of the financial position of the Group and its ability to trade as a
going concern independently, the going concern assessment of the Group, on the
basis that the offer from Informa is approved by shareholders, is subject to
uncertainties relating to the potential change in ownership of the Group and
the actual funding requirements and financing arrangements post-completion.
For this reason the Directors cannot reasonably predict the financial position
of the Group post-completion, including the details of any financing
arrangements related to the transaction that could affect the Group.
As set out in their announcement of 24 July 2024 Informa recognises that Lions
and Money20/20 are market-leading, global, events-led platforms with premium
brands in structurally attractive sectors. Informa believes it is uniquely
placed to provide a global platform and operations for Ascential's divisions
to continue their strong growth trajectory. Informa's intention is to provide
the platform, capabilities, investment and support to nurture and further
develop Ascential's brands. Based on these indications the directors believe
that it remains appropriate to prepare the financial statements on a going
concern basis. However, these circumstances indicate the existence of a
material uncertainty related to events or conditions that may cast significant
doubt on the group's ability to continue as a going concern and, therefore,
that the group may be unable to realise its assets and discharge its
liabilities in the normal course of business. The financial statements do not
include any adjustments that would result from the basis of preparation being
inappropriate. Notwithstanding this uncertainty, based on the circumstances
described above, the Directors continue to adopt the going concern basis for
the preparation of the financial statements.
2. Accounting policies, developments and changes
The accounting policies applied by the Group in these condensed consolidated
interim financial statements are the same as those set out in the Group's
Annual Report and Accounts for the year ended 31 December 2023 and will be
applied for the year ending 31 December 2024.
The amended standards and interpretations to IFRS effective during the six
months to 30 June 2024 have not had a significant impact on the Group's
accounting policies or reporting.
Non-current lease receivables of £0.5m as of 30 June 2023 and £4.3m as of 31
December 2023 have been reclassified from right-of-use assets for consistency
with the current year presentation.
Disposal of business of £0.2m for the year ended 31 December 2023 has been
reclassified from non-trading for consistency with the current year
presentation.
3. Critical accounting judgements and estimates
The preparation of these financial statements requires management to exercise
judgement in applying the Group's accounting policies. It also requires the
use of estimates and assumptions that affect the reported amounts of assets,
liabilities, income and expenses. The actual future outcomes may differ from
these estimates and give rise to material adjustments to the reported results
and financial position of the Group. Estimates and underlying assumptions are
reviewed on an ongoing basis, with revisions recognised in the year in which
the estimates are revised and in any future periods affected. The areas
involving a higher degree of judgement or complexity and assumptions or
estimation are set out below.
Critical accounting judgements
At 30 June 2024, we continued to present the investment in Hudson MX, Inc.
("Hudson MX") as held for sale and as a discontinued operation. Hudson MX was
acquired exclusively with a view to resale on 30 October 2023 and the
Directors continue to consider the sale as highly probable within a year of
initial classification due to there being an active sales process with
multiple interested parties.
Key sources of estimation uncertainty
Our held for sale assets in respect of Hudson MX have been measured at the
lower of carrying value and fair value less costs to sell which at 30 June
2024 reflect a longer than expected sales process and an update by management
to the discounted cash flow valuation conducted by an external expert at 31
December 2023 for trading and economic conditions as at 30 June 2024. The
completion of the sale of Hudson MX may result in a materially different
valuation to that presented. See Note 8 for further details.
4. Operating segments
The Group has two continuing reportable segments that are used to present
information to the Board (Chief Operating Decision Maker). End market risks
and opportunities vary, and capital allocation decisions are made on the basis
of those two reportable segments, namely Marketing and Financial Technology.
The reportable segments offer different products and services and are managed
separately as a result of different capabilities, technology, marketing
strategies and end market risks and opportunities.
The following summary describes the operations in each of the Group's
continuing reportable segments:
● Marketing: events, intelligence and advisory that champion
creative marketing that matters through improving creative impact and
marketing effectiveness.
● Financial Technology: events and intelligence that improve
performance and drive innovation for the global money ecosystem.
In 2023, Acuity was transferred from the Financial Technology segment into the
Marketing segment. Comparatives for 30 June 2023 have been restated.
Discontinued operations consists of the Digital Commerce and WGSN businesses,
disposed of in January 2024 and February 2024 respectively, and Hudson MX
which is expected to be disposed of later in 2024 (refer to Note 8 and Note 10
for further detail).
Information regarding the results of each reportable segment is included
below. Reportable segment profits are measured at an Adjusted operating profit
level, representing reportable segment Adjusted EBITDA, less depreciation
costs and amortisation in respect of software intangibles, without allocation
of Corporate costs as reported in the internal management reports that are
reviewed by the Board. Reportable segment Adjusted EBITDA and reportable
segment Adjusted operating profit are used to measure performance as
management believes that such information is the most relevant in evaluating
the results of the reportable segments relative to other comparable entities.
Total assets and liabilities for each reportable segment are not disclosed
because they are not provided to the Board on a regular basis. Total assets
and liabilities are internally reviewed on a Group basis.
Six months to 30 June 2024 (Unaudited)
(£ million) Marketing Financial Technology Corporate costs Continuing operations total Discontinued operations Total
Revenue 125.1 32.7 - 157.8 12.4 170.2
Adjusted EBITDA 63.5 9.3 (7.4) 65.4 (2.5) 62.9
Depreciation and software amortisation (1.5) (0.4) (0.5) (2.4) - (2.4)
Adjusted operating profit/(loss) 62.0 8.9 (7.9) 63.0 (2.5) 60.5
Amortisation of acquired intangible assets and impairment (3.9) (21.5) (25.4)
Non-trading items (0.6) (1.4) (2.0)
Disposal of businesses - 516.2 516.2
Share-based payments (2.2) (1.2) (3.4)
Operating profit 56.3 489.6 545.9
Finance costs (3.3) (1.9) (5.2)
Finance income 14.9 2.7 17.6
Profit before tax 67.9 490.4 558.3
Six months to 30 June 2023 (Unaudited and restated)*
(£ million) Marketing Financial Technology Corporate costs Continuing operations total Discontinued operations Total
Revenue 107.2 28.9 - 136.1 171.3 307.4
Adjusted EBITDA 56.0 8.6 (13.0) 51.6 27.0 78.6
Depreciation and software amortisation (1.2) (0.2) (0.7) (2.1) (12.3) (14.4)
Adjusted operating profit/(loss) 54.8 8.4 (13.7) 49.5 14.7 64.2
Amortisation of acquired intangible assets and impairment (5.1) (23.9) (29.0)
Non-trading items (2.2) (23.5) (25.7)
Share-based payments (2.7) (6.1) (8.8)
Operating profit/(loss) 39.5 (38.8) 0.7
Share of net loss in equity-accounted investee - (6.8) (6.8)
Finance costs (11.9) (5.0) (16.9)
Finance income 3.3 7.9 11.2
Profit/(loss) before tax 30.9 (42.7) (11.8)
*Restated for transfer of Acuity from Financial Technology to Marketing in
2023 and discontinued operations. Refer to Note 8 for further detail.
Year to 31 December 2023 (Audited)
(£ million) Marketing Financial Technology Corporate costs Continuing operations total Discontinued operations Total
Revenue 130.5 75.9 - 206.4 379.9 586.3
Adjusted EBITDA 55.6 26.7 (25.9) 56.4 65.6 122.0
Depreciation and software amortisation (2.8) (0.1) (2.0) (4.9) (17.3) (22.2)
Adjusted operating profit/(loss) 52.8 26.6 (27.9) 51.5 48.3 99.8
Amortisation of acquired intangible assets and impairment (9.0) (30.3) (39.3)
Non-trading items (4.4) (106.1) (110.5)
Disposal of businesses - 0.2 0.2
Share-based payments (7.4) (16.4) (23.8)
Operating profit/(loss) 30.7 (104.3) (73.6)
Share of net loss in equity-accounted investee - (13.3) (13.3)
Finance costs (26.6) (124.7) (151.3)
Finance income 6.5 12.1 18.6
Profit/(loss) before tax 10.6 (230.2) (219.6)
Finance costs, finance income and share-based payments are not allocated to
segments, as these types of activity are driven by the Group corporate
function.
Additional segmental information on revenue
The Group's main revenue streams are those described in the Annual Report for
the year ended 31 December 2023. The Group's revenue is derived from contracts
with customers.
Disaggregation of revenue
The following table shows revenue disaggregated by major service lines, and
the timing of revenue recognition:
(£ million) Timing of revenue recognition Six months to Six months to Year to
30 June 2024 30 June 2023 (Unaudited and Restated)* 31 December 2023
(Unaudited) (Audited)
Events Point in time 70.9 58.9 60.1
Benchmark Awards Point in time 29.5 28.9 30.9
Subscriptions Over time 16.3 15.0 30.2
Advisory Over time 8.4 4.4 9.3
Marketing 125.1 107.2 130.5
Events Point in time 32.7 28.9 75.9
Financial Technology 32.7 28.9 75.9
Revenue from continuing operations 157.8 136.1 206.4
*Restated for transfer of Acuity from Financial Technology to Marketing in
2023.
Seasonality of operations
The Group's results are impacted by seasonality. The Group delivers a material
amount of revenue from Benchmark Awards and Events which typically are more
weighted to the first half of the year. The remaining revenues come from
subscriptions and advisory revenue streams which contain little material
seasonal fluctuation.
5. Adjusting items
Adjusting items are those which are considered significant by virtue of their
nature, size or incidence and are presented separately in the condensed
consolidated income statement to enable a full understanding of the Group's
financial performance. Adjusting items are not a defined term under IFRS, so
may not be comparable to similar terminology used in other companies'
financial statements and should not be viewed in isolation but as
supplementary information. Adjusting items aim to facilitate a comparative
understanding of the Group's financial performance from period to period by
removing the effect of share-based payment charges, amortisation of
intangibles acquired through business combinations, impairment and Non-trading
items such as costs incurred for acquisitions and disposals, integration,
non-recurring business restructuring and capital restructuring. The tax effect
of Adjusting items is also included within Adjusting items (see Note 7).
Adjusting items included in continuing profit before tax are:
(£ million) Six months to Six months to Year to
30 June 2024 30 June 2023 31 December 2023
(Unaudited) (Unaudited and restated)* (Audited)
Transaction and integration costs (0.6) (0.5) (0.7)
Strategic review costs - (0.1) (1.5)
Property impairments and provisions - (1.4) (1.9)
Loss on disposal of businesses - (0.2) (0.3)
Non-trading items (0.6) (2.2) (4.4)
Amortisation of acquired intangible assets (3.9) (5.1) (9.0)
Share-based payments (2.2) (2.7) (7.4)
Adjusting items included within operating profit (6.7) (10.0) (20.8)
*Restated for discontinued operations. Refer to Note 8 for further detail.
The charge for share-based payments of £2.2m (30 June 2023: £2.7m, 31
December 2023: £7.4m) incorporates the Share Incentive Plan, the SAYE and the
Performance Share Plan. As explained in the Alternative Performance Measures
section, the Group treats share-based payments as an Adjusting item because
they are a significant non-cash charge driven by a valuation model that
references Ascential's share price and so is subject to volatility rather than
referencing operational activity.
6. Finance costs and finance income
(£ million) Six months to Six months to Year to
30 June 2024 30 June 2023 31 December 2023
(Unaudited) (Unaudited and restated)* (Audited)
Interest on deposits and derivatives 1.3 3.3 5.6
Foreign exchange gain 0.3 - -
Adjusted finance income 1.6 3.3 5.6
Interest on deposits from disposal proceeds 13.3 - -
Remeasurement of trade investments to fair value - - 0.9
Adjusting finance income 13.3 - 0.9
Total finance income 14.9 3.3 6.5
Interest expense on external borrowings (1.9) (8.8) (21.3)
Amortisation of arrangement fees (0.4) (0.4) (0.8)
Discount unwind of provisions and lease liabilities (0.2) - (0.2)
Fair value loss on derivative financial instruments - (2.0) (4.3)
Foreign exchange loss - (0.7) -
Adjusted finance costs (2.5) (11.9) (26.6)
Adjusting items in relation to refinancing (0.8) - -
Adjusting finance costs (0.8) - -
Total finance costs (3.3) (11.9) (26.6)
Net finance income/(costs) from continuing operations 11.6 (8.6) (20.1)
*Restated for discontinued operations. Refer to Note 8 for further detail.
7. Tax on profit on ordinary activities
The total tax charge on continuing operations for the period comprises:
(£ million) Six months to Six months to Year to
30 June 2024 30 June 2023 31 December 2023
(Unaudited) (Unaudited and restated)* (Audited)
Current tax
UK current tax charge on income for the year 11.2 1.6 5.5
Overseas current tax charge/(credit) on income for the year 41.4 - (1.1)
Adjustments in respect of prior years - - (2.1)
Total current tax charge 52.6 1.6 2.3
Deferred tax
Current year (credit)/charge (43.5) 6.4 (0.7)
Adjustments in respect of prior years - - 3.2
Total deferred tax (credit)/charge (43.5) 6.4 2.5
Total tax charge from continuing operations 9.1 8.0 4.8
Total effective tax rate 13% 26% 46%
*Restated for discontinued operations. Refer to Note 8 for further detail.
The deferred tax balances shown in the consolidated statement of financial
position are analysed as follows:
(£ million) Six months to Six months to Year to
30 June 2024 30 June 2023 31 December 2023
(Unaudited) (Unaudited and restated)* (Audited)
Deferred tax assets 48.7 54.5 92.2
Deferred tax liabilities (9.0) (7.0) (7.6)
Total 39.7 47.5 84.6
The £44.9m net movement in deferred tax from 31 December 2023 arises as
follows:
(£ million) Total
At 31 December 2023 (Audited) 84.6
Utilised against disposal gains on sale of Digital Commerce and WGSN (92.3)
Generated in respect of US deductible intangibles following above disposals 50.0
In-year movement on trading activities (2.6)
At 30 June 2024 (Unaudited) 39.7
The movement from 31 December 2023 arises due to the utilisation of tax losses
in the US. Our ability to utilise deferred tax assets in future years is
primarily driven by the level of taxable profits arising in the US and we
expect our deferred tax assets to convert into cash savings over the next 15
years.
8. Discontinued operations
On 30 October 2023, the Group announced that it had entered into agreements to
sell its Digital Commerce and WGSN businesses, as well as its intention to
sell its investment in Hudson MX, at which point these businesses were
classified as discontinued operations. The sale of Digital Commerce completed
on 2 January 2024 and the sale of WGSN completed on 1 February 2024 (see Note
10). A sale of Hudson MX is expected in H2 2024. The combined results of
discontinued operations for the year are presented below.
(£ million) Six months to 30 June 2024 Six months to 30 June 2023 Year to 31 December 2023
(Unaudited) (Unaudited) (Audited)
Adjusted results Adjusting items Total Adjusted results Adjusting items Total Adjusted results Adjusting items Total
Revenue 12.4 - 12.4 171.3 - 171.3 379.9 - 379.9
Cost of sales (8.9) - (8.9) (59.8) - (59.8) (180.3) - (180.3)
Sales, marketing and administrative expenses (6.0) 492.1 486.1 (95.2) (53.5) (148.7) (145.4) (152.6) (298.0)
Impairment loss on trade receivables and contract assets - - - (1.6) - (1.6) (5.9) - (5.9)
Operating profit/(loss) (2.5) 492.1 489.6 14.7 (53.5) (38.8) 48.3 (152.6) (104.3)
Adjusted EBITDA (2.5) - (2.5) 27.0 - 27.0 65.6 - 65.6
Depreciation, amortisation and impairment - (21.5) (21.5) (12.3) (23.9) (36.2) (17.3) (30.3) (47.6)
Non-trading items - (1.4) (1.4) - (23.5) (23.5) - (106.1) (106.1)
Disposal of businesses - 516.2 516.2 - - - - 0.2 0.2
Share-based payments - (1.2) (1.2) - (6.1) (6.1) - (16.4) (16.4)
Operating profit/(loss) (2.5) 492.1 489.6 14.7 (53.5) (38.8) 48.3 (152.6) (104.3)
Share of the loss of associates - - - (6.4) (0.4) (6.8) (12.4) (0.9) (13.3)
Finance costs (1.3) (0.6) (1.9) (5.0) - (5.0) (7.1) (117.6) (124.7)
Finance income - 2.7 2.7 5.6 2.3 7.9 10.4 1.7 12.1
Profit/(loss) before tax from discontinued operations (3.8) 494.2 490.4 8.9 (51.6) (42.7) 39.2 (269.4) (230.2)
Tax credit/(charge) (1.1) (60.8) (61.9) (5.4) 8.4 3.0 (14.5) 49.2 34.7
Profit/(loss) from discontinued operations, net of tax (4.9) 433.4 428.5 3.5 (43.2) (39.7) 24.7 (220.2) (195.5)
Depreciation, amortisation and impairment
Adjusting items within discontinued operations include a £21.5m impairment in
the carrying value of Hudson MX which has been measured at the lower of
carrying value and fair value less costs to sell. This is a key source of
estimation uncertainty and reflects the longer than expected sales process and
an update by management to the discounted cash flow valuation conducted by an
external expert at 31 December 2023 for trading and economic conditions as of
30 June 2024. Key inputs to the model include compound annual revenue growth
of c.41% over the forecast period, the discount factor and a terminal growth
rate of 3.5% thereafter. There is a significant range of possible outcomes in
these estimates due to the start-up and high growth potential nature of the
business. However, the following sensitivities provide an indication of how
sensitive the valuation is to changes in these estimates. A 1% increase in the
discount rate would reduce the valuation by £5.2m and a 1% reduction in
compound annual revenue growth over the forecast period would reduce the
valuation by £8.8m.
Non-trading items
Adjusting items included within discontinued operations include Non-trading
items as follows:
Six months to Six months to Year to
30 June 2024 30 June 2023 31 December 2023
(Unaudited) (Unaudited) (Audited)
(£ million)
Strategic review costs - (22.9) (83.5)
Transaction and integration costs (1.4) (6.0) (17.3)
ERP and Salesforce implementation - (3.9) (7.1)
Acquisition-related employment costs and earn out revaluations - 9.3 1.8
Non-trading items (1.4) (23.5) (106.1)
Held for sale assets and liabilities
The major classes of assets and liabilities classified as held for sale
relating to the Hudson MX disposal group are as follows:
(£ million) 30 June 2024 31 December 2023
Assets held for sale 49.7 62.5
Liabilities held for sale 10.2 3.3
Net assets directly associated with disposal group 39.5 59.2
Amounts included in reserves directly associated with disposal group
Translation reserve 1.5 5.3
Reserves of disposal group classified as held for sale 1.5 5.3
Cash flows relating to discontinued operations
The net cash flows incurred by discontinued operations were as follows:
(£ million) Six months to Six months to Year to
30 June 2024 30 June 2023 31 December 2023
(Unaudited) (Unaudited) (Audited)
Operating (3.5) 5.7 (63.5)
Investing (95.7) (18.4) (60.4)
Financing (0.2) (7.5) 139.6
Net cash inflow/(outflow) (99.4) (20.2) 15.7
Included in investing cash flows from discontinued operations for the six
months to 30 June 2024 is £67.5m paid to settle deferred consideration in
respect of Hudson MX.
9. Earnings per share
The calculations of basic and diluted EPS are based on the profit attributable
to ordinary shareholders and a weighted average number of shares outstanding
during the related period.
Six months to 30 June 2024 Six months to 30 June 2023 Year to 31 December 2023
(Unaudited) (Unaudited and restated)* (Audited)
Adjusted results Adjusting items Total Adjusted results Adjusting items Total Adjusted results Adjusting items Total
Profit/(loss) for the year attributable to owners of the Company (£ million)
Continuing operations 46.3 12.5 58.8 31.1 (8.2) 22.9 22.4 (16.6) 5.8
Discontinued operations (4.9) 433.4 428.5 2.8 (42.2) (39.4) 22.2 (219.3) (197.1)
Profit/(loss) for the year 41.4 445.9 487.3 33.9 (50.4) (16.5) 44.6 (235.9) (191.3)
Share number (million)
Basic weighted average number of shares 384.2 384.2 384.2 440.2 440.2 440.2 439.2 439.2 439.2
Dilutive potential ordinary shares 4.9 4.9 4.9 6.8 6.8 6.8 7.2 7.2 7.2
Diluted weighted average number of shares 389.1 389.1 389.1 447.0 447.0 447.0 446.4 446.4 446.4
Earnings/(loss) per share (pence)
Total operations
- Basic earnings per share 10.8 116.1 126.9 7.7 (11.4) (3.7) 10.2 (53.8) (43.6)
- Diluted earnings per share 10.6 114.6 125.2 7.6 (11.3) (3.7) 10.0 (52.9) (42.9)
Continuing operations
- Basic earnings per share 12.1 3.3 15.4 7.1 (1.9) 5.2 5.1 (3.8) 1.3
- Diluted earnings per share 11.9 3.2 15.1 7.0 (1.9) 5.1 5.0 (3.7) 1.3
Discontinued operations
- Basic earnings per share (1.3) 112.8 111.5 0.6 (9.5) (8.9) 5.1 (50.0) (44.9)
- Diluted earnings per share (1.3) 111.4 110.1 0.6 (9.4) (8.8) 5.0 (49.2) (44.2)
*Restated for discontinued operations. Refer to Note 8 for further detail.
In May 2024 the Group commenced a programme to return £850m to Shareholders
through a tender offer to acquire Ascential shares, a special dividend, a
consolidation of shares in issue and an on-market share buyback.
The £300m tender offer was completed on 10 May 2024 at a strike price of 315p
per share and 95.2m shares were purchased and immediately cancelled.
A special dividend of 128.6p per share totalling £450.2m was declared
following the tender offer and paid to shareholders on 3 June 2024. Aligned to
the special dividend was a share consolidation, effective 20 May 2024, which
consolidated every 17 existing Ascential shares of 1p each into 10 new
Ascential shares of 1.7p each. The consolidation reduced the number of shares
in issue by 144.4m shares. No retrospective adjustment has been made to the
weighted average number of shares above, as the combination of the share
consolidation with the payment of the special dividend was considered to be
representative of a fair value repurchase of shares.
In June 2024, an on-market share buyback programme commenced, with a total of
2.0m shares repurchased and cancelled in the first half for a total value of
£6.6m. £0.9m has been recorded in the Capital Redemption Reserve in relation
to the tender offer and buyback programme. This is a non-distributable reserve
of the Parent of the Group.
10. Disposal of business operations
In the six months ended 30 June 2024, the Group disposed of its Digital
Commerce and WGSN businesses. The Group has recognised a total gain on
disposal of £455.4m comprising £93.5m for Digital Commerce and £422.7m for
WGSN, offset by a combined tax charge of £60.8m.
(£ million) Digital Commerce WGSN Total
(Unaudited)
Gross proceeds 648.7 565.0 1,213.7
Cash and cash equivalents disposed of (33.8) (9.5) (43.3)
Total proceeds 614.9 555.5 1,170.4
Net assets disposed of excluding non-controlling interests (539.0) (121.4) (660.4)
Effective portion of net investment hedge 3.1 - 3.1
Disposal costs (9.5) (5.9) (15.4)
Recycling of foreign exchange gain/(loss) 24.0 (5.5) 18.5
Pre-tax gain on disposal from discontinued operations 93.5 422.7 516.2
Tax impact of disposals (60.8)
Gain on disposal from discontinued operations 455.4
The assets and liabilities disposed of were as follows:
(£ million) Digital Commerce WGSN Total
Assets
Goodwill 398.1 154.6 552.7
Intangible assets 145.8 5.1 150.9
Property, plant and equipment 5.7 0.4 6.1
Right-of-use assets 8.3 0.7 9.0
Investments 11.6 3.5 15.1
Inventories 6.4 1.0 7.4
Trade and other receivables 328.3 28.4 356.7
Deferred tax assets - 5.6 5.6
Assets disposed of 904.2 199.3 1,103.5
Liabilities
Trade and other payables (281.6) (18.5) (300.1)
Deferred income (12.6) (57.8) (70.4)
Deferred and contingent consideration (36.0) - (36.0)
Lease liabilities (8.7) (0.5) (9.2)
Deferred tax liabilities (5.6) - (5.6)
Provisions (1.7) (0.1) (1.8)
Liabilities disposed of (346.2) (76.9) (423.1)
Net assets disposed of 558.0 122.4 680.4
Non-controlling interests disposed of 19.0 1.0 20.0
Net assets disposed of excluding non-controlling interests 539.0 121.4 660.4
The net inflow of cash in respect of the disposal of businesses is as follows:
(£ million) Six months to
30 June 2024
(Unaudited)
Cash proceeds received for current year disposals (net of cash disposed of) 1,172.8
Net investment hedge proceeds received 5.6
Disposal costs paid (49.9)
Net cash inflow 1,128.5
11. Borrowings
Details of the Group's borrowing facilities are set out in Note 1.
In December 2023 the Group signed a four-year multi-currency revolving credit
facility ("RCF") of £225.0m with an accordion of up to a further £75.0m or
100% of EBITDA. The RCF became effective in January 2024 following the
repayment of the previous RCF and the disposal of the Digital Commerce
business. The new RCF is subject to interest of between 2.05% and 3.25% per
annum over SONIA, EURIBOR or US Dollar SOFR. The margin varies over a range of
1.00x to 3.00x net debt to EBITDA. The facility covenants include a maximum
Leverage of 3.00x and a minimum interest cover of 3.00x and are tested
semi-annually.
Capitalised arrangement fees relating to the previous facility have been
written off in 2024 as an Adjusting finance cost. Fees of £2.9m have been
capitalised as part of the new arrangements and will be amortised over the
expected life of the facility.
Reconciliation of movement in Net cash/(Net debt)
(£ million) Cash** Cash in transit Short-term deposits Derivatives Capitalised borrowing costs Borrowings Net cash/ (debt)*
At 31 December 2023 (Audited) 72.5 0.6 13.4 7.0 0.8 (412.4) (318.1)
Exchange differences 0.3 - - - - 0.4 0.7
Repayment of external borrowings - - - - - 412.0 412.0
Fair value movement - - - (0.3) - - (0.3)
Net interest accrued - - - 0.1 - - 0.1
Capitalisation of debt arrangement fees - - - - 2.9 - 2.9
Write-off of debt arrangement fees - - - - (0.8) - (0.8)
Amortisation of debt arrangement fees - - - - (0.4) - (0.4)
Net cash movement (62.1) 0.6 (5.4) (6.8) - - (73.7)
At 30 June 2024 (Unaudited) 10.7 1.2 8.0 - 2.5 - 22.4
* Refer to the Glossary of Alternative Performance Measures for the definition
of Net cash/Net debt
** Includes £0.6m of cash classified as held for sale as at 30 June 2024 (31
December 2023: £47.1m).
The carrying amounts of borrowings approximate their fair value. The Group's
borrowings facilities were undrawn at 30 June 2024 (30 June 2023: $279.0m and
€93.0m, 31 December 2023: $311.0m, €105.0m and £77.0m).
12. Dividends
Amounts recognised and paid as distributions to ordinary shareholders in the
period comprise:
Six months to
30 June 2024
(£ million)
Amounts recognised as distributions to equity shareholders
Special dividend for the year ended 31 December 2024 - 128.6 pence 450.2
Dividends paid 450.2
13. Related parties
There are no material related party transactions requiring disclosure under
IAS 24 Related Party Disclosures other than compensation of key management
personnel, which will be disclosed in the Group's Annual Report for the year
ended 31 December 2024.
14. Principal risks and uncertainties
The principal risks and uncertainties that affect the Group are described in
detail on pages 32 to 41 of the 2023 Annual Report and the Board considers
that these risks and uncertainties continue to be the most relevant risks and
uncertainties faced by the Company.
Economic and geopolitical risk continues to be assessed as high given
international conflicts, persistent inflationary pressure and risk of economic
downturn or recession to varying degrees depending on the geography where
Ascential has clients and conducts business. Recession modelling and scenario
planning is a key part of the Budget process and is kept under review as
economic conditions change.
We consider that the Acquisitions and Disposals risk has reduced since 31
December 2023 following the successful execution of the disposals of the
Digital Commerce and WGSN businesses. We continue to progress the disposal of
Hudson MX and monitor opportunities for bolt-on and adjacent acquisitions.
Climate change and sustainability was identified as a principal risk for the
first time in 2023. We consider this risk to be unchanged since December
2023 as we continue to develop and implement our plans to manage climate
change.
The Board and management are mindful that factors that increase and decrease
risk assessments and related mitigation may change quickly including for
example following the recommended offer by Informa for the Company. We
continue to monitor the risk landscape and the Company's mitigation
strategies. The Company is aware that a number of risks and uncertainties
could have a material impact on the Group's performance over the remaining
months of the financial year and could cause actual results to differ from
expected and historical results.
15. Events after the reporting period
On 24 July 2024 the boards of Informa and Ascential announced that they had
reached agreement on the terms of a recommended cash offer of £1.2 billion
for the entire issued and to be issued ordinary share capital of Ascential. It
is intended that the offer will be implemented by way of a Court sanctioned
scheme of arrangement under Part 26 of the Companies Act.
Alternative Performance Measures
Ascential aims to maximise shareholder value by optimising the potential for
return on capital through strategic investment and divestment, by ensuring the
Company's capital structure is managed to support both strategic and
operational requirements, and by delivering returns through a focus on organic
growth and operational discipline. The Board considers it helpful to provide,
where practicable, additional performance measures that distinguish between
these different factors - these are also the measures that the Board uses
itself to assess the performance of the Company, on which the strategic
planning process is founded and on which management incentives are based.
Accordingly, this report presents the following non-GAAP measures alongside
standard accounting terms as prescribed by IFRS and the Companies Act, in
order to provide this useful and additional information.
Adjusted profit measures
The Group uses Adjusted profit measures to assist readers in understanding
underlying operational performance. These measures exclude income statement
items relating to items arising from portfolio investment and divestment
decisions, and from changes to capital structure. Such items arise from events
which are non-recurring or intermittent, and while they may generate
substantial income statement amounts, do not relate to the ongoing operational
performance that underpins long-term value generation. The income statement
items that are excluded from Adjusted profit measures are referred to as
Adjusting items. Both Adjusted profit measures and Adjusting items are
presented together with statutory measures on the face of the income
statement.
The Group presents a non-GAAP profit measure, Adjusted EBITDA, in order to
aid, where possible, comparisons with peer group companies and provide a
reference point for assessing the operational cash generation of the Group.
Adjusted EBITDA is defined as Adjusted Operating Profit before depreciation
and amortisation. The Group measures operational profit margins with reference
to Adjusted EBITDA. As Adjusted results include the benefits of portfolio
investment and divestment decisions but exclude significant costs (such as
amortisation of acquired intangibles and Non-Trading items), they should not
be regarded as a complete picture of the Group's financial performance, which
is presented in its Total results. The exclusion of other Adjusting items may
result in Adjusted results being materially higher or lower than Total
results.
Adjusting items are not a defined term under IFRS, so may not be comparable to
similar terminology used in other companies' financial statements and should
not be viewed in isolation but as supplementary information. Details of the
charges and credits presented as Adjusting items are set out in Note 5 to the
financial statements. The basis for treating these items as Adjusting is as
follows:
Non-Trading items
Non-Trading items are recorded in accordance with the Group's policy set out
in Note 5 to the financial statements. They arise from portfolio investment
and divestment decisions, from changes to the Group's capital structure, as
well as material events that are expected to be outside the course of ordinary
operating activities, (e.g. deferred consideration, integration costs and
professional fees on acquisitions). They do not reflect underlying operational
performance.
Amortisation of intangible assets acquired through business combinations
Charges for amortisation of acquired intangibles arise from the purchase
consideration of a number of separate acquisitions. These acquisitions are
portfolio investment decisions that took place at different times over many
years, so the associated amortisation does not reflect current performance.
Share-based payments
Ascential operates several employee share schemes. Income statement charges or
credits relating to such schemes are a significant non-cash charge or credit
and are driven by a valuation model which references the Ascential share price
and future performance expectations. The income statement charge or credit is
consequently subject to volatility and does not fully reflect current
operational performance.
Gains and losses on disposal
Gains and losses on disposal of businesses arise from divestment decisions
that are part of strategic portfolio management and do not reflect current
operational performance.
Finance income
The disposals of the Digital Commerce and WGSN businesses resulted in a
significant cash surplus due to the time lapsed between the receipt of those
funds and the commencement of return of value to shareholders. The Group
accrued significant interest income on these funds which is considered a
one-off benefit rather than recurring income to the Group.
Tax related to Adjusting items
The elements of the overall Group tax charge relating to the Adjusting items
are also, for consistency, treated as Adjusting. These elements of the tax
charge are calculated with reference to the specific tax treatment of each
Adjusting item, taking into account its tax deductibility, the tax
jurisdiction concerned, and any previously recognised tax assets or
liabilities.
Adjusted cash flow measures
The Group uses Adjusted cash flow measures for the same purpose as Adjusted
profit measures. The two measures used are Adjusted Cash Generated from
operations, and Free Cash Flow. The Group monitors its operational efficiency
with reference to operational cash conversion. These are reconciled to IFRS
measures as follows:
£'m H124 H123 (Restated)*
Cash generated from total operations 63.1 42.2
Add back/(less): cash used in/(generated by) discontinued operations 1.9 (22.6)
Add back: acquisition-related contingent consideration cash flow - 16.6
Add back: other non-trading cash flow 0.2 19.0
Adjusted cash generated from continuing operations 65.2 55.2
Adjusted EBITDA from continuing operations 65.4 51.6
Operating cash flow conversion from continuing operations (%) 100% 107%
£'m H124 H123 (Restated)*
Net cash generated from operating activities 56.2 41.2
Add back/(less): cash used in/(generated by) discontinued operations 1.9 (22.6)
Less: capital expenditure from continuing operations (2.7) (4.2)
Add back: tax paid by discontinued operations 1.5 0.3
Add back: acquisition-related contingent consideration cash flow - 16.6
Add back: other non-trading cash flow 0.2 19.0
Free cash flow from continuing operations 57.1 50.3
Adjusted EBITDA from continuing operations 65.4 51.6
Free cash flow conversion from continuing operations (%) 87% 97%
*Restated for discontinued operations. Refer to Note 8 for further detail.
Net cash / Net debt
Net cash / Net debt is calculated as follows:
£'m H124 H123 2023
Borrowings - (299.6) (412.4)
Capitalised arrangement fees 2.5 1.2 0.8
Derivative financial instruments - 3.2 7.0
Cash 19.9 89.6 86.5
Net cash/(Net debt) 22.4 (205.6) (318.1)
Leverage
The ratio of Net cash / Net debt to EBITDA is calculated as follows:
£'m H124 H123 2023
Adjusted EBITDA 65.4 78.6 122.0
Less: Rent expense on IFRS 16 leases (0.3) (3.4) (6.1)
Adjusted EBITDA (pre-IFRS 16) 65.1 75.2 115.9
Adjusted EBITDA (pre-IFRS 16) H2 2023 / H2 2022 3.8 50.4 -
Adjusted EBITDA (pre-IFRS 16) for the last 12 months 68.9 125.6 115.9
(Net cash)/Net debt (22.4) 205.6 318.1
Leverage ratio n.m. 1.6x 2.7x
The Group also monitors leverage using definitions included in the Group's
banking covenants which are subject to proforma adjustments for acquisitions
and disposals. At 30 June 2024, the group was in a net cash position.
Organic growth measures
To assess whether the Company is achieving its strategic goal of driving
organic growth, it is helpful to compare like-for-like operational results
between periods. Income statement measures, both Adjusted and Reported, can be
significantly affected by the following factors which mask like-for-like
comparability:
● acquisitions and disposals of businesses lead to a lack of
comparability between periods due to consolidation of only part of a year's
results for these companies;
● discontinuation or curtailment of products or the move of event
products between different periods; and
● changes in exchange rates used to record the results of
non-sterling businesses result in a lack of comparability between periods as
equivalent local currency amounts are recorded at different sterling amounts
in different periods.
Ascential therefore defines Organic growth measures, which are calculated with
the following adjustments:
● results of acquired and disposed businesses are excluded where the
consolidated results include only part-year results in either current or prior
periods;
● results are normalised for events that move between H1 and H2, if
applicable;
● results of specific product lines are excluded if wholly or partly
discontinued; and
● prior year and current year consolidated results are restated at
constant currency for non-sterling businesses.
Organic growth is calculated as follows:
£'m Marketing Financial Technology Corporate Costs Total continuing operations
Revenue
H124 - reported 125.1 32.7 - 157.8
Acquisitions (3.0) - - (3.0)
H124 - Organic basis 122.1 32.7 - 154.8
Organic revenue growth (%) 15% 14% n.m. 15%
H123 - reported (restated)* 107.2 28.9 - 136.1
Currency adjustment (1.4) (0.2) - (1.6)
H123 - Organic basis (restated)* 105.8 28.7 - 134.5
Adjusted EBITDA
H124 - reported 63.5 9.3 (7.4) 65.4
Acquisitions (0.6) - - (0.6)
H124 - Organic basis 62.9 9.3 (7.4) 64.8
Organic EBITDA growth (%) 13% 9% 45% 27%
H123 - reported (restated)* 56.0 8.6 (13.0) 51.6
Currency adjustment (0.2) (0.1) (0.4) (0.7)
H123 - Organic basis (restated)* 55.8 8.5 (13.4) 50.9
*Restated for transfer of Acuity from Financial Technology to Marketing in
2023 and discontinued operations. Refer to Note 8 for further detail.
Glossary of Alternative Performance Measures
Term Description
Organic revenue growth Revenue growth on a like-for-like basis
Organic EBITDA growth Adjusted EBITDA growth on a like-for-like basis
Non-Trading items Items within Operating profit/(loss) separately identified in accordance with
Group accounting policies
Adjusting items Non-trading items, Amortisation and impairment of intangible assets acquired
through business combinations, Share-based payments, Gains and losses on
acquisition and disposals, Write-off of unamortised arrangement fees on
refinancing, Interest income on deposits from sale proceeds, Covenant
amendment fees and Tax related thereto
Adjusted operating profit/(loss) Operating profit/(loss) excluding Adjusting items
Adjusted EBITDA Adjusted operating profit/(loss) excluding depreciation and amortisation
Adjusted EBITDA margin Adjusted EBITDA as a percentage of Revenue
Adjusted profit/(loss) before tax Profit/(loss) before tax excluding Adjusting items
Adjusted tax charge Tax charge excluding Adjusting items
Adjusted effective tax rate Adjusted tax charge expressed as a percentage of Adjusted profit before tax
Adjusted EPS EPS calculated with reference to Adjusted Profit/(loss) for the year
Adjusted diluted EPS Diluted EPS calculated with reference to Adjusted Profit/(loss) for the year
Adjusted cash generated from operations Cash generated from operations, with cash generated from discontinued
operations, acquisition-related contingent consideration and other non-trading
cash flows excluded
Operating cash conversion Adjusted cash generated from operations expressed as a percentage of Adjusted
EBITDA
Free cash flow Net cash generated from operating activities including capital expenditure.
Net cash generated from discontinued operations, acquisition-related
contingent consideration and other non-trading cash flow are excluded
Leverage The ratio of Net debt to Adjusted EBITDA before, in both cases, accounting for
the impact of IFRS 16
Net cash / Net debt Net cash / Net debt comprises external borrowings net of arrangement fees,
cash and cash equivalents and derivative financial instruments. Net cash / Net
debt excludes lease liabilities in line with how net debt is considered for
the Group's banking covenants
Responsibility Statement
We confirm that to the best of our knowledge:
a. The Condensed set of Consolidated Financial Statements has been
prepared in accordance with IAS 34 "Interim Financial Reporting" as adopted
for use in the UK;
b. The interim management report includes the following information as
required by Disclosure Guidance and Transparency Rule ("DTR") 4.2.7R:
i. An indication of important events that have occurred during the first
six months of the financial year, and their impact on the Condensed set of
Consolidated Financial Statements; and
ii. A description of the principal risks and uncertainties for the
remaining six months of the year.
c. The interim management report includes the following information as
required by DTR 4.2.8R:
i. Related party transactions that have taken place in the first six
months of the current financial year and that have materially affected the
financial position or performance of the Group in that period; and
ii. Any changes in the related party transactions described in the 2023
Annual Report that could have material effect on the financial position or
performance of the Group in the current period.
By order of the Board
Phil Thomas Mandy Gradden
Chief Executive Officer Chief Financial Officer
29 July 2024
Independent Review Report to Ascential plc
Conclusion
We have been engaged by Ascential plc ("the Company") to review the condensed
set of financial statements in the half-yearly financial report for the six
months ended 30 June 2024 which comprises the Condensed Consolidated Income
Statement, Condensed Consolidated Statement of Comprehensive Income, Condensed
Consolidated Statement of Financial Position, Condensed Consolidated Statement
of Changes in Equity, Condensed Consolidated Statement of Cash-Flows, and the
related explanatory notes.
Based on our review, nothing has come to our attention that causes us to
believe that the condensed set of financial statements in the half-yearly
financial report for the six months ended 30 June 2024 is not prepared, in
all material respects, in accordance with IAS 34 Interim Financial Reporting
as adopted for use in the UK and the Disclosure Guidance and Transparency
Rules ("the DTR") of the UK's Financial Conduct Authority ("the UK FCA").
Material uncertainty related to going concern
We draw attention to note 1 to the condensed set of financial statements which
indicates because of the potential change in ownership of the Group and the
actual funding requirements and financing arrangement post-completion, the
directors have concluded that they cannot reasonably predict the financial
position of the Group post- completion, including the details of any financing
arrangements related to the transaction that could affect the Group. These
events and conditions, along with the other matters explained in note 1,
constitute a material uncertainty that may cast significant doubt on the
group's ability to continue as a going concern.
Our conclusion is not modified in respect of this matter.
Basis for conclusion
We conducted our review in accordance with International Standard on Review
Engagements (UK) 2410 Review of Interim Financial Information Performed by the
Independent Auditor of the Entity ("ISRE (UK) 2410") issued for use in the UK.
A review of interim financial information consists of making enquiries,
primarily of persons responsible for financial and accounting matters, and
applying analytical and other review procedures. We read the other information
contained in the half-yearly financial report and consider whether it
contains any apparent misstatements or material inconsistencies with the
information in the condensed set of financial statements.
A review is substantially less in scope than an audit conducted in accordance
with International Standards on Auditing (UK) and consequently does not enable
us to obtain assurance that we would become aware of all significant matters
that might be identified in an audit. Accordingly, we do not express an audit
opinion.
Conclusions relating to going concern
The directors have prepared the condensed set of financial statements on the
going concern basis. As stated above, they have concluded that a material
uncertainty related to going concern exists.
Based on our review procedures, which are less extensive than those performed
in an audit as described in the Basis for conclusion section of this report,
nothing has come to our attention that causes us to believe that the directors
have inappropriately adopted the going concern basis of accounting, or that
the directors have identified material uncertainties relating to going
concern that have not been appropriately disclosed.
This conclusion is based on the review procedures performed in
accordance with ISRE (UK) 2410. However, future events or conditions
may cause the Group to cease to continue as a going concern, and the above
conclusions are not a guarantee that the Group will continue in operation.
Directors' responsibilities
The half-yearly financial report is the responsibility of, and has been
approved by, the directors. The directors are responsible for preparing the
half-yearly financial report in accordance with the DTR of the UK FCA.
As disclosed in Note 1, the annual financial statements of the Group are
prepared in accordance with UK-adopted international accounting standards.
The directors are responsible for preparing the condensed set of financial
statements included in the half-yearly financial report in accordance with
IAS 34 as adopted for use in the UK.
In preparing the condensed set of financial statements, the directors are
responsible for assessing the Group's ability to continue as a going concern,
disclosing, as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either intend to
liquidate the Group or to cease operations, or have no realistic alternative
but to do so.
Our responsibility
Our responsibility is to express to the Company a conclusion on the condensed
set of financial statements in the half-yearly financial report based on our
review. Our conclusion, including our conclusions relating to going concern,
are based on procedures that are less extensive than audit procedures, as
described in the Basis for conclusion section of this report.
The purpose of our review work and to whom we owe our responsibilities
This report is made solely to the Company in accordance with the terms of our
engagement to assist the Company in meeting the requirements of the DTR of the
UK FCA. Our review has been undertaken so that we might state to the Company
those matters we are required to state to it in this report and for no other
purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company for our review work, for this
report, or for the conclusions we have reached.
David Neale
for and on behalf of KPMG LLP
Chartered Accountants
15 Canada Square
Canary Wharf
London
E14 5GL
29 July 2024
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