REG - Informa PLC - Informa 2023 Full Year Results
08/03/2024 07:00
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RNS Number : 0826G Informa PLC 08 March 2024
Informa PLC 2023 Full-Year Results
8 March 2024
Strong performance in 2023
Continuing momentum and growth in 2024
Informa (LSE: INF.L), the international B2B Events, B2B Digital Services and
Academic Markets Group today published full year results for 2023, confirming
30%+ revenue growth and £700m+ of shareholder returns, as well an update to
2024 guidance following a strong start to the year.
Stephen A. Carter, Group Chief Executive, Informa PLC, said:
"Informa's final results confirm further outperformance in 2023 and continuing
momentum and growth in 2024."
He added: "Strong growth in IMEA, (India, Middle East & Africa), which is
emerging as a material geographic growth engine alongside the Americas, China,
ASEAN, and Europe, leads to updated 2024 guidance. We are expanding our
platform in B2B Digital Services through the proposed combination with
TechTarget. And we are delivering further strong shareholder returns in 2024,
including continuing dividend growth and a minimum of £340m of in-year share
buybacks."
Strong Outperformance in 2023
· 2023 Outperformance(1,)(2): Revenue £3,189.6m (2022:
£2,262.4m), Adjusted Operating Profit(1) £853.8m (2022: £496.3m) and Free
Cash Flow(1) £631.7m (2022: £417.9m), significantly ahead of market guidance
set at the start of the year;
· Strong Underlying Growth(1,)(2): Underlying revenue growth of
30.4% and underlying adjusted operating profit growth of 59.1% in 2023,
including strong growth in B2B Markets and continuing growth in Academic
Markets;
· Increasing Operating Margin(1,)(2): Significant increase in
adjusted operating margin to 26.8% (2022: 21.9%), driven by strong underlying
revenue growth, operating leverage and efficient cost management; Further
margin increase targeted in 2024;
· Growing Earnings per Share(1,)(2): Adjusted diluted earnings per
share +86% to 45.3p (2022: 24.4p), reflecting strong growth in adjusted
earnings and the benefit of our share buyback programme;
· Improving Statutory Performance(2): 2023 statutory revenue +41%
to £3,189.6m (2022: £2,262.4m), statutory operating profit +176% to £507.8m
(2022: £184.1m), and statutory diluted EPS +218% to 29.9p (2022: 9.4p),
reflecting the strong growth in reported revenues and profits;
· Balance Sheet Strength: Strong free cash flow growth and
disciplined capital allocation delivers year-end leverage of 1.4x Net
Debt/EBITDA, including more than £90m of capital expenditure and c.£550m of
share buybacks.
Momentum and Growth in 2024
· Strong Q1 Trading and Forward Visibility: More than £500m
revenue already delivered in 2024, with all businesses on track for full year
expectations, and with a further £1bn+ in subscriptions and other forward
booked revenues committed or visible;
· IMEA Growth Engine: Expansion of our brand portfolios in the UAE,
Kingdom of Saudi Arabia, Kingdom of Bahrain, India, Egypt and Turkey is
driving strong regional growth, where there is growing demand for B2B market
access, live experiences and specialist knowledge;
· Updated 2024 Market Guidance: The combination of all the above
drives an increase in guidance to Reported Revenue of £3,450m-£3,500m,
Adjusted Operating Profit of £950m-£970m and Free Cash Flow of £720m+
(excluding the proposed combination with TechTarget; GBP/USD 1.25);
(1)In this report, we refer to non-statutory measures, as defined in the
Financial Review on page 9 and Glossary on page 45. / (2)Continuing businesses
Momentum and Growth in Growth Acceleration Plan 2 ("GAP2")
· Live B2B Events: Strong underlying growth in Live & On-Demand
Events, including in Pharma, Healthcare, Technology, Aviation, Food and
Beauty; Combined with targeted inorganic expansion in 2023 and the prospective
combination with TechTarget, total B2B revenues increase to c.£3bn;
· International expansion: Continuing organic expansion in fast
growth economies, including multiple new event launches across IMEA, China and
ASEAN in 2024;
· New TechTarget: Continuing progress on prospective combination of
Informa Tech's digital businesses and US-listed TechTarget to create a leading
platform in B2B Digital Services; Initial regulatory filings completed,
alongside preparation of the Proxy Statement and the operating model for New
TechTarget, keeping us on track for completion in second half of the year;
· Informa Connect: Strong organic growth, combined with portfolio
additions from Tarsus, Winsight and Informa Tech Events will increase Informa
Connect's annual revenues to $1bn+, delivering high value, content-led events
and subscription data to six growth markets (Biotech & Life Sciences,
Finance, Foodservice, Anti-Aging & Aesthetics, Lifestyle and Technology);
· First Party Data: Further momentum in B2B first party data, with
IIRIS consented audience over 20m, underpinning initiatives to enhance B2B
customer experience and improve marketing effectiveness, as well as the
proposed TechTarget combination;
· Academic Markets: Growing Open Research volumes and
Pay-to-Publish services at Taylor & Francis are complementing our
underlying strength in traditional Pay-to-Read publishing, driving improving
underlying revenue growth, with a step up to 4% targeted in 2024;
Momentum and Growth in Shareholder Returns
· Increasing shareholder returns in 2023: More than £700m returned
through dividends and buybacks in 2023 (2022: £550m);
· Strong dividend growth(1): Total ordinary dividends of 18.0p per
share in 2023, +84% year-on-year;
· Expanded share buyback programme: c.£550m of share buybacks in
2023, taking total returns since divestment of Intelligence portfolio to
£1.15bn, with c.180m shares cancelled;
· Capital allocation framework: Consistent organic investment and
strong shareholder returns combined with focused inorganic investment, with
target leverage of 1.5x to 2.5x Net Debt/EBITDA;
· Strong shareholder returns in 2024: A progressive dividend and
£340m+ of in-year share buybacks (£90m year-to-date, £250m further
commitment), with the potential to increase buybacks if attractive inorganic
investment opportunities do not materialise.
Momentum and Growth in ESG
· FasterForward on sustainability: Continuing progress on
FasterForward ESG strategy, including the Sustainable Events Fundamentals
Programme, recognised through inclusion in Dow Jones Sustainability Index for
sixth consecutive year and AAA ESG Rating from MSCI for the first time.
(1)In this report, we refer to non-statutory measures, as defined in the
Financial Review on page 9 and Glossary on page 45.
Enquiries
Stephen A. Carter, Group Chief Executive +44 (0) 20 8052 0400
Gareth Wright, Group Finance Director +44 (0) 20 8052 0400
Richard Menzies-Gow, Director of IR & Communications +44 (0) 20 8052 2787
Tim Burt / Anthony Di Natale - Teneo +44 (0) 7583 413254 / +44 (0) 7880 715975
2023 Financial Summary - Continuing Operations
2023 2022(5) Reported Underlying(3)
£m £m % %
Revenue 3,189.6 2,262.4 41.0 30.4
Statutory operating profit 507.8 184.1
Adjusted operating profit(4) 853.8 496.3 72.0 59.1
Adjusted operating margin (%)(4) 26.8 21.9
Statutory profit before tax 492.1 168.8
Adjusted profit before tax(4) 834.6 451.0
Statutory diluted earnings per share (p) 29.9 9.4
Adjusted diluted earnings per share (p)(4) 45.3 24.4
Free cash flow(4) 631.7 417.9
Net debt/(cash) (incl. IFRS 16)(4) 1,456.4 244.6
Full year dividend per share 18.0 9.8
2023 Divisional Highlights - Continuing Operations
2023 2022(5) Reported Underlying(3)
£m £m % %
Informa Markets
Revenue 1,593.3 933.3 70.7 65.5
Statutory operating profit (loss) 228.1 (1.0)
Adjusted operating profit(4) 460.5 174.8 163.4 166.1
Adjusted operating margin(4) (%) 28.9 18.7
Informa Connect
Revenue 580.6 414.7 40.0 14.2
Statutory operating profit 31.8 15.0
Adjusted operating profit(4) 102.5 57.2 79.2 23.0
Adjusted operating margin(4) (%) 17.7 13.8
Informa Tech
Revenue 396.7 320.8 23.7 5.6
Statutory operating profit 98.5 13.4
Adjusted operating profit(4) 72.9 55.5 31.4 7.8
Adjusted operating margin(4) (%) 18.4 17.3
Taylor & Francis
Revenue 619.0 593.6 4.3 3.0
Statutory operating profit 149.4 156.7
Adjusted operating profit(4) 217.9 208.8 4.4 1.1
Adjusted operating margin(4) (%) 35.2 35.2
( )
(3)In this document we refer to Statutory (Reported) and Underlying results.
Underlying figures are adjusted for acquisitions and disposals, the phasing of
events including biennials, the impact of changes from new accounting
standards and accounting policy changes, and the effects of currency. It
includes, on a pro-forma basis, results from acquisitions from the first day
of ownership in the comparative period and excludes results from sold
businesses from the date of disposal in the comparative period. Statutory
figures exclude such adjustments. Alternative performance measures are
detailed in the Glossary.
(4)In this document we also refer to Statutory (Reported) and Adjusted
results, as well as other non-statutory financial measures. Adjusted results
are prepared to provide an alternative measure to explain the Group's
performance. Adjusted results exclude adjusting items as set out in Note 7 to
the Financial Statements. Operating Cash Flow, Free Cash Flow, Net Debt and
other non-statutory measures are discussed in the Financial Review and the
Glossary.
(5)Re-presented for the transfer of the Aesthetic Medicine business from
Informa Markets to Informa Connect, and for a change in central cost
allocation methodology between business segments which was revised in 2023.
Trading Outlook...Momentum and Growth
The macro-economic environment remains varied across the world. Ongoing
conflict and geopolitical uncertainty, combined with heightened inflation and
higher interest rates, are impacting confidence and demand in some developed
markets. This is balanced by continuing growth in other regions, where
investment in innovation and economic diversification is driving expansion and
commercial opportunities.
Informa's focus on major specialist brands, combined with our continuing
expansion in rapidly growing geographies and structurally growing customer
markets, is enabling the Group to deliver consistently strong performances,
with good forward momentum and growth.
2024 Market Guidance: Further strong growth in Revenues and Adjusted Operating
Profit
In 2024, we are targeting high single digit revenue growth, double-digit
growth in adjusted operating profit and a further increase in operating
margin. This reflects strong underlying growth in B2B Markets (Informa
Markets, Informa Connect and Informa Tech), and improving underlying growth in
Academic Markets. We will also benefit from a full year contribution from
acquisitions made in 2023, partially offset by lower biennial revenues,
reflecting the smaller portfolio of biennial events that traditionally run in
even years.
2024 has started strongly, with £500m+ of Group revenues delivered and a
further £1bn+ booked, committed or visible. All businesses are on track for
full year expectations, with particular strength in IMEA, as we continue to
expand our brand portfolios in the region on the back of strong demand for our
specialist products and services.
Final outperformance in 2023 and the strong start to 2024 leads us to update
market guidance, with an increase in Revenue, Adjusted Operating Profit and
Free Cash Flow.
Updated 2024 guidance is Group Revenue of £3,450m to £3,500m, Group Adjusted
Operating Profit £950m to £970m and Free Cash Flow of £720m+ (excluding any
effect of the proposed combination with TechTarget; GBP/USD 1.25).
Informa Markets…Transaction-led Live & On-Demand B2B Events
In an increasingly digital world, underlying demand for high quality live
experiences continues to grow. This was evident in the pace and rate of return
of our transaction-led live event brands in 2022 and 2023 and it is reflected
in strong forward bookings and customer commitments in 2024.
We have built a portfolio of world class specialist brands to meet this
growing demand, providing unique access to 20+ specialist markets and powerful
platforms for buyers and sellers to trade. This makes them must-attend events
for customers and key drivers of innovation and growth in those markets.
The strength of this portfolio is delivering further strong growth in 2024,
with first quarter trading giving us confidence in our full year target for
high single digit underlying growth and further improvement in adjusted
operating margins.
In recent years we have invested significantly in technology and data to
enhance our products and the value they create for exhibitors and attendees,
including through customer experience, targeted matchmaking and lead
qualification. This is enabling us to improve average yields and drive value
growth across the portfolio, with a strong pipeline of further enhancements
over the next few years.
At the same time, we are delivering volume growth, both from established
brands, as more companies seek access to markets and deeper B2B relationships,
and through the launch of new brands.
In 2024, across the five regions where we have built international platforms
(IMEA, ASEAN, China, Americas and Europe), we are planning to launch around 20
new or geo-adapted events. The majority are in the rapidly growing economies
of China, the United Arab Emirates, the Kingdom of Saudi Arabia and Indonesia,
where there is strong demand for specialist knowledge, B2B connections and
live experiences.
Informa Connect…Content-led Live & On-Demand B2B Events
Informa Connect is a market leader in content-led live and on-demand
experiences, specialist content and accredited training. Across six growth
markets (Biotech & Life Sciences, Finance, Foodservice, Anti-Aging &
Aesthetics, Lifestyle and Technology), we operate more than 400 specialist
live and on-demand brands, as well as three growing subscription data
businesses in Finance (Curinos, IGM, Zephyr).
The strength of these brands and market positions is delivering further
momentum and growth in 2024, with first quarter trading underpinning our full
year target for high single digit underlying revenue growth and further
improvement in adjusted operating margin.
The rich content and depth of connectivity that characterises Informa
Connects' events is providing valuable insights into customer preferences.
Through the IIRIS analytics platform, we are collecting detailed firmographic
and behavioural data which is increasingly being used to deliver value-added
products eg Lead Insights, an end-to-end lead generation platform. This
platform provides event sponsors and exhibitors with near real-time access to
leads that can be scored, ranked, segmented, enriched and then used in
targeting campaigns launched and tracked directly from the platform. It
significantly enhances the value customers can derive from our events.
The scale and reach of Informa Connect has increased significantly in recent
years. Strong underlying growth, combined with the addition of brands from
Tarsus, Winsight, Informa Markets (the Anti-Aging and Aesthetics portfolio)
and, post the proposed TechTarget combination(6), the Informa Tech events
portfolio, will take Informa Connect's annual revenues to over $1bn, with more
than 70% delivered in the US.
This expanded portfolio includes a range of marquee brands, which are the
annual convening place for their industry, providing unique access to high
value networking, cutting edge content and live experiences. These are major
growth engines deeply embedded within their markets, with the expanded Informa
Connect's Top 50 brands delivering c.60% of event revenue.
Informa Tech…B2B Digital Services
Informa Tech is performing to plan in 2024, with first quarter trading
delivering strong subscription renewals in Specialist Research (Omdia,
Canalys), further stabilisation in Media & Demand Generation and
continuing momentum in Live Events, with the following major live brands
running in March (LEAP, Enterprise Connect, GDC).
In January, we announced the proposed combination of Informa Tech's digital
businesses (Industry Dive, Omdia, Canalys, NetLine and the Digital Media
Brands) with US-listed TechTarget. New TechTarget, which will be headquartered
and listed in the US, will accelerate Informa's ambition in B2B Digital
Services, creating a leading platform in B2B Data and Market Access, with
forecasted annual sales of c.$500m.
The procedural elements of the combination are progressing to plan as we
prepare the Informa Tech businesses to be combined with TechTarget, including
filing Hart-Scott Rodino documents and preparing the Proxy Statement and other
regulatory documents.
A Combination Director has been appointed and work on the operating model for
New TechTarget is well advanced, building on the due diligence completed
pre-announcement.
The response to the announcement from key stakeholders (customers, colleagues,
shareholders) has been encouraging, recognising the opportunities the
combination will create and benefits the enlarged business can bring to
expanded data access, end-to-end product capability and product development.
We remain on track to complete in the second half of the year.
Taylor & Francis…Specialist Academic Research, Advanced Learning and
Open Research
The market for specialist knowledge remains strong, underpinned by
international growth in higher education and professional qualifications, and
state-level investment in research and innovation. This is increasing the
number of researchers and volume of research output globally, fuelling demand
for specialist verification, indexation and distribution services.
This plays to the strengths of Taylor & Francis, with its portfolio of
specialist publishing brands (Routledge, CRC Press, F1000), and growing
portfolio of subject-specific academic content (c.2,700 journals, 140k+ annual
articles, 170k+ reference titles). In 2024, this is delivering good momentum
as we look to accelerate underlying growth from 3% to 4% this year.
( )
(6) Subject to majority shareholder approval and customary regulatory
clearances
This growth acceleration reflects recent GAP2 investments, which have expanded
the range of services we offer to authors, institutions and funders,
developing more flexible Pay-to-Publish Open Research platforms alongside our
traditional Pay-to-Read publishing services. This is enabling us to address
broader audiences, target additional budgets and capture more value.
At the heart of our expansion in Open Research is the increasing use of
technology and artificial intelligence to drive efficiencies in editorial and
production, leading to improving article acceptance rates and reduced
processing times. We are also seeing a flight to quality in the market, as
researchers put greater emphasis on verification and authentication as well as
speed to market, and this is playing to our advantage.
In the traditional Pay-to-Read area of the business, we are continuing to
deliver strong subscription renewals and further traction in Read and Publish
agreements with libraries and consortia. We have a strong pipeline for
published article volumes, underpinning the long-term value of our
subscription journal portfolio.
In Advanced Learning, we continue to invest in our front list, commissioning
in under-served subject areas, with a focus on publishing more premium titles.
We are also deploying technology across our backlist of 170k titles, using
artificial intelligence to synthesise content into new formats and derivative
products.
New Informa Group PLC: Focus, Scale and Growth
The strong performance of our businesses over recent years, combined with the
benefit of inorganic investments, including the proposed combination with
TechTarget, strengthens Informa's operating model:
(1)In this report we refer to non-statutory measures, as defined in the
Financial Review on page 9 and Glossary on page 45.
Momentum and Growth in Shareholder Returns and ESG
Further strong shareholder returns in 2024
A core strength and attraction of Informa is the cash generative nature of our
business, with a high conversion of operating profit into operating cash flow,
and with relatively low capital expenditure requirements.
With the business back to a more normalised trading backdrop and delivering
consistent growth and expansion, we are generating significant cashflows, with
£720m+ of free cash flow forecast in 2024, up from £632m in 2023 and in line
with the free cashflow generated in 2019.
Balance sheet strength
As part of GAP2, we increased our portfolio focus, divesting Informa
Intelligence for c.£2.5bn (at an average multiple of c.28x EV/EBITDA). Around
£1.15bn of this capital has been returned to shareholders via share buybacks
and we have also reinvested capital into the additions of Tarsus, Winsight and
HIMSS, amongst others (average post-synergy multiple of c.9x EV/EBITDA).
We have significant balance sheet strength, with 2023 year-end leverage at
1.4x.
In addition, our debt is funded through covenant free bonds with fixed coupon
rates, meaning recent interest rate rises are not immediately impacting
interest costs. We also have no major near-term maturities to manage, with the
first debt refinancing due in October 2025 (€700m), having extended our
£1,050m Revolving Credit Facility last year.
Capital Allocation - Momentum and growth in Dividends and Share Buybacks
The strength of our balance sheet and scale of cash generation puts us in a
strong position, with the ability to reinvest in our business organically and
inorganically, whilst delivering strong shareholder returns.
Our approach to capital allocation is as follows:
· Consistent organic investment in the business, typically in the
range of 3-5% of Group revenue (c.£100-175m per annum);
· Progressive ordinary dividends (c.£250m per annum);
· A blend of annual share buybacks and inorganic investment, which
will be flexed depending on available opportunities and potential returns,
with a higher level of buybacks possible if attractive portfolio additions do
not materialise and/or share buybacks are viewed as a better use of capital;
· Target Group leverage is within the range of 1.5x to 2.5x Net
Debt/EBITDA.
In 2024, the minimum level of in-year share buybacks will be £340m,
reflecting £90m+ already completed this year and a further commitment of
£250m. This commitment could be increased further through the year, depending
on the availability of attractive inorganic opportunities and Group leverage
meeting our thresholds.
Further embedded value through retained investments
Our financial strength is further underpinned by a series of valuable
strategic investments that are not fully consolidated in our accounts. These
provide the group with market access, market intelligence and technology, as
well as a potential source of significant future capital if and when value is
realised.
Brand Category Equity Interest
Norstella Pharma intelligence 6.7%
Lloyd's List Maritime Maritime intelligence 20.0%
Founder's Forum Live & On-Demand B2B Events 22.3%
Independent Television News Creative Content Production 20.0%
PA Media Group Specialist Media and News Services 18.2%
BolognaFiere Live & On-Demand B2B Events 13.5%
Bridge Events Technologies On-Demand Event Technology 14.9%
ESG momentum and growth through FasterForward
Informa remains committed to becoming an ever more sustainable business,
including a long-term goal to become net zero carbon and net zero waste by
2030.
Our approach to deliver this is encapsulated within our FasterForward
strategy, which includes a series of commitments to reduce Informa's carbon
and waste footprint (Faster to Zero), to embed content within all our brands
to help accelerate sustainability in our customer markets (Sustainability
Inside), and to multiply the positive impact we have on disconnected
communities (Impact Multiplier).
These commitments are operationalised across Informa through a series of
programmes and initiatives which help to embed group-wide practices, such as
the transition to renewable energy, educate and influence suppliers and
partners, and provide direct support to individual teams on improving their
approach to doing business in a sustainable way.
The most important of these is the Sustainable Event Fundamentals Programme,
which requires events teams globally to accept, adopt and embed operating
structures and activities that directly improve the impact of each individual
brand, with major emphasis on carbon and waste reduction (e.g. Reusable
stands, renewable electricity, carbon reduction, travel efficiency etc), as
well as embedding sustainability content inside our brands and enhancing our
economic and social impact on our host cities.
Over the next three years, increasing the number of events accredited to our
Fundamentals standard across the Group is critical to meeting our long-term
ESG targets.
Standards and recognition as a sustainability leader
Progress on FasterForward has seen Informa gain certification as a
CarbonNeutral® Company for the last four years and independently verified
Science-Based Targets. In addition, at a product level, in Academic Markets we
are certified for CarbonNeutral® Publications and in B2B Markets, a number of
our brands have been certified as CarbonNeutral® Events.
Independently rated sustainability indices and surveys also continue to
recognise our progress, including the gold standard Dow Jones Sustainability
Index, where Informa ranked in the Top 1% of the Media Sector globally in
2023, and in the MSCI ESG Ratings where we received a AAA ranking for the
first time.
Financial Review
Income Statement
Informa delivered a strong set of results for the year ended 31 December 2023,
including over 30% underlying revenue growth and c. 60% underlying adjusted
operating profit growth. This reflected strong trading performances in both
B2B Markets (Informa Markets, Informa Connect and Informa Tech) and Academic
Markets (Taylor & Francis) buoyed by the full return of live events around
the world, further international expansion and the continuing benefits of our
GAP 2 strategy.
Adjusted results Adjusting items Statutory results Adjusted results Adjusting items Statutory results
2023 2023 2023 2022 2022 2022
£m £m £m £m £m £m
Continuing operations
Revenue 3,189.6 - 3,189.6 2,262.4 - 2,262.4
Operating profit/(loss) 853.8 (346.0) 507.8 496.3 (312.2) 184.1
Fair value gain / (loss) on investments - 1.3 1.3 - (0.9) (0.9)
Profit on disposal of subsidiaries and operations - 3.0 3.0 - 11.6 11.6
Distributions received from investments - - - - 20.6 20.6
Net finance costs (19.2) (0.8) (20.0) (45.3) (1.3) (46.6)
Profit/(loss) before tax 834.6 (342.5) 492.1 451.0 (282.2) 168.8
Tax (charge)/credit (156.4) 127.0 (29.4) (81.2) 54.5 (26.7)
Profit/(loss) for the year from continuing operations 678.2 (215.5) 462.7 369.8 (227.7) 142.1
Discontinued operations
Profit for the year from discontinued operations - - - 29.5 1,463.7 1,493.2
Profit/(loss) for the year 678.2 (215.5) 462.7 399.3 1,236.0 1,635.3
Adjusted operating margin from continuing operations 26.8% 21.9%
Adjusted diluted and statutory diluted EPS from continuing operations 45.3p 29.9p 24.4p 9.4p
Financial Results
Our performance includes a 41.0% increase in revenue from continuing
operations to £3,189.6m, and a 30.4% increase on an underlying basis. Every
division delivered underlying revenue growth in the year. The Group reported a
statutory operating profit of £507.8m in 2023, compared with a statutory
operating profit of £184.1m for the year ended 31 December 2022, on a
continuing basis. The growth in 2023 results reflected strong trading
performance across all regions, including China, where demand returned rapidly
following the re-opening of the market. Adjusted operating profit from
continuing operations was £853.8m, growing 59.1% year-on-year on an
underlying basis, again with growth delivered in all our divisions.
Statutory net finance costs reduced by £26.6m to £20.0m, with adjusted net
finance costs reducing by £26.1m to £19.2m. This reflected additional
interest earned on higher cash balances following the Informa Intelligence
divestment in 2022, and higher average interest rates, as well as lower
interest costs following the repayment of a Euro Medium Term Note (EMTN) in
July 2023.
The combination of all these factors led to a statutory profit before tax from
continuing operations of £492.1m in 2023, compared with a statutory profit
before tax of £168.8m in the year ended 31 December 2022. The profit in the
year led to a statutory tax charge of £29.4m in 2023 compared to a tax charge
of £26.7m in the prior year.
This profit outcome translated into a statutory diluted earnings per share for
continuing operations of 29.9p compared to 9.4p for the prior year, with the
improvement reflecting growth in profits as well as a lower number of shares
in issue following the share buyback programme. Adjusted diluted EPS from
continuing operations grew to 45.3p from 24.4p in the prior year, an increase
of 85.7%.
Measurement and Adjustments
In addition to statutory results, adjusted results are prepared for the Income
Statement. These include adjusted operating profit, adjusted diluted earnings
per share and other underlying measures. A full definition of these metrics
can be found in the Glossary of terms on page 45. The divisional table on page
11 provides a reconciliation between statutory operating profit and adjusted
operating profit by division.
Underlying revenue and adjusted operating profit growth on an underlying basis
are reconciled to statutory growth in the table below:
Underlying growth Phasing and other items Acquisitions and disposals Currency change Reported growth
2023 continuing operations:
Revenue 30.4% (1.3%) 13.3% (1.4%) 41.0%
Adjusted operating profit 59.1% (4.0%) 16.7% 0.2% 72.0%
2022 continuing operations:
Revenue 31.4% (0.3%) 2.1% 9.7% 42.9%
Adjusted operating profit 47.0% 0.5% (1.6%) 12.6% 58.5%
Adjusting Items
The items below have been excluded from adjusted results. The total adjusting
items included in the operating profit in the year for continuing operations
were £346.0m (2022: £312.2m). The increase in adjusting items is primarily
due to increased amortisation arising from the acquisitions made in the period
and the associated costs of acquisition and integration. This is offset by a
net fair value gain from the remeasurement of contingent consideration.
2023 2022
£m £m
Continuing operations
Intangible amortisation and impairment
Intangible asset amortisation(1) 312.8 275.3
Impairment - acquisition-related and other intangible assets 25.1 6.9
Reversal of impairment - IFRS 16 right of use assets (0.6) (0.1)
Reversal of impairment - property and equipment - (0.7)
Acquisition costs 53.3 11.8
Integration costs 19.7 10.2
Restructuring and reorganisation costs 11.0 (1.6)
Onerous contracts associated with COVID-19 - 4.7
Fair value gain on contingent consideration (87.6) -
Fair value loss on contingent consideration 12.0 5.7
Foreign exchange loss on swap settlement 5.6 -
Credit in respect of unallocated cash (5.3) -
Adjusting items in operating profit from continuing operations 346.0 312.2
Fair value (gain) / loss on investments (1.3) 0.9
Profit on disposal of subsidiaries and operations (3.0) (11.6)
Distributions from investments - (20.6)
Finance costs 0.8 1.3
Adjusting items in profit before tax from continuing operations 342.5 282.2
Tax related to adjusting items (127.0) (54.5)
Adjusting items in profit for the year from continuing operations 215.5 227.7
(1)Excludes intangible product development and software amortisation of
£41.1m (2022: £35.2m).
Intangible amortisation on continuing operations of £312.8m (2022: £275.3m)
relates to the historical additions of book lists and journal titles, acquired
databases, customer and attendee relationships and brands related to
exhibitions, events and conferences. As it relates to acquisitions, it is not
treated as an ordinary cost. By contrast, intangible asset amortisation
arising from software assets and product development is treated as an ordinary
cost in the calculation of operating profit, so is not treated as an adjusting
item.
Acquisition costs of £53.3m (2022: £11.8m) principally relate to the
acquisitions of Tarsus and Winsight, which both completed in FY23, and the
proposed combination of the digital businesses of Informa Tech with TechTarget
which was announced on 10 January 2024.
The table below shows the results and adjusting items by division for
continuing operations, highlighting strong growth in the B2B Markets
businesses, supported by another strong performance by Taylor & Francis.
Informa Markets Informa Tech Informa Connect Taylor & Francis Group
£m £m £m £m £m
Revenue from continuing operations 1,593.3 396.7 580.6 619.0 3,189.6
Underlying revenue growth 65.5% 5.6% 14.2% 3.0% 30.4%
Statutory operating profit from continuing operations 228.1 98.5 31.8 149.4 507.8
Add back:
Intangible asset amortisation(1) 179.0 37.5 43.4 52.9 312.8
Impairment - acquisition-related and other intangibles 24.5 0.3 0.3 - 25.1
Impairment / (reversal of impairment) - IFRS 16 right of use assets (0.1) 0.3 (0.8) - (0.6)
Acquisition costs 15.7 17.0 19.7 0.9 53.3
Integration costs 8.3 2.9 8.5 - 19.7
Restructuring and reorganisation costs (1.8) (1.1) 0.5 13.4 11.0
Fair value (gain)/loss on contingent consideration 7.3 (82.4) (0.7) 0.2 (75.6)
Foreign exchange loss on swap settlement 2.8 0.7 1.0 1.1 5.6
Credit in respect of unallocated cash (3.3) (0.8) (1.2) - (5.3)
Adjusted operating profit from continuing operations 460.5 72.9 102.5 217.9 853.8
Underlying adjusted operating profit growth 166.1% 7.8% 23.0% 1.1% 59.1%
(1)Intangible asset amortisation is in respect of acquired intangibles and
excludes amortisation of software and product development of £41.1m (2022:
£35.2m)
Adjusted Net Finance Costs
Adjusted net finance costs from continuing operations, which consists of
interest costs on our corporate bond borrowings and loans, partially offset by
interest income on bank deposits, decreased by £26.1m to £19.2m. The
decrease primarily relates to higher interest income from higher interest
rates on increased cash balances that resulted from strong free cash flow
generation and the cash proceeds from the divestment of Informa Intelligence
assets in 2022. Additionally, interest costs decreased following the repayment
of an EMTN in July 2023.
The reconciliation of adjusted net finance costs to the statutory finance
costs and finance income is as follows:
2023 2022
£m £m
Finance income (47.4) (27.5)
Finance costs 67.4 74.1
Statutory net finance costs 20.0 46.6
Add back: adjusting items relating to finance costs (0.8) (1.3)
Adjusted net finance costs 19.2 45.3
Taxation
Approach to tax
The Group continues to recognise that taxes paid are part of the economic
benefit created for the societies in which we operate, and that a fair and
effective tax system is in the interests of tax-payers and society at large.
We aim to comply with tax laws and regulations everywhere the Group does
business and Informa has open and constructive working relationships with tax
authorities worldwide. Our approach balances the interests of stakeholders
including shareholders, governments, colleagues and the communities in which
we operate.
The Group's adjusted effective tax rate (as defined in the Glossary) reflects
the blend of tax rates and profits in the jurisdictions in which we operate.
In 2023, the adjusted effective tax rate for continuing operations was 18.7%
(2022: 18.0%).
The calculation of the adjusted effective tax rate for continuing operations
is as follows:
2023 2022
£m £m
Adjusted tax charge for continuing operations 156.4 81.2
Adjusted profit before tax for continuing operations 834.6 451.0
Adjusted effective tax rate for continuing operations 18.7% 18.0%
Tax payments
During 2023, the Group paid £112.4m (2022: £71.7m) of corporation tax and
similar taxes in relation to continuing operations, with the year-on-year
increase reflecting the higher profit before tax reported in the year.
A breakdown of the main geographies in which the Group paid tax is as follows:
2023 2022
£m £m
UK 20.4 6.9
Continental Europe 19.8 18.8
US 37.4 32.0
China 19.0 9.0
Rest of world 15.8 5.0
Total 112.4 71.7
The reconciliation of the adjusted tax charge to cash taxes paid is as
follows:
2023 2022
£m £m
Adjusted tax charge 156.4 81.2
Movement in deferred tax including tax losses (54.2) (18.8)
Net current tax credits in respect of adjusting items (27.9) (9.0)
Movement in provisions for uncertain tax positions 11.6 (6.5)
Taxes paid in different year to charged 26.5 24.8
Taxes paid per statutory cash flow 112.4 71.7
At the end of 2023, the recognised deferred tax assets relating to US and UK
tax losses were £37.6m (2022: £20.0m) and £9.8m (2022: £29.7m)
respectively. These are expected to be utilised against future taxable
profits.
Goodwill is not amortised as it is subject to impairment reviews, and as a
result there is no charge to adjusting items for goodwill amortisation.
However, there can be an allowable tax benefit for certain goodwill
amortisation in the US and elsewhere. Where this benefit arises, it reduces
the tax charge on adjusted profits.
The amortisation of intangible assets is considered an adjusting item. The
£12.6m (2022: £10.7m) of current tax credits taken in respect of the
amortisation of intangible assets is therefore also treated as an adjusting
item and included in the tax credits in respect of adjusting items.
Tax contribution
The Group's total tax contribution, from continuing and discontinued
operations, which comprises all material taxes paid to, and collected, on
behalf of governments globally was £510.3m in 2023 (2022: £590.7m). The
geographic split of taxes paid by our businesses was as follows:
UK US Other Total
£m £m £m £m
Profit taxes borne 20.4 37.4 54.6 112.4
Employment taxes borne 30.8 28.0 16.7 75.5
Other taxes 4.0 0.3 1.9 6.2
Total 55.2 65.7 73.2 194.1
In addition to the above, in 2023 we collected taxes on behalf of governments
(e.g. employee taxes and sales taxes) amounting to £316.2m (2022: £239.0m).
Earnings Per Share
Adjusted diluted EPS from continuing operations was 85.7% higher at 45.3p
(2022: 24.4p), largely reflecting higher adjusted earnings of £635.1m (2022:
£356.5m) together with a 4.2% decrease in the weighted average number of
shares following the share buybacks completed during the year.
An analysis of adjusted diluted EPS and statutory diluted EPS is as follows:
2023 2022
£m £m
Statutory earnings for the year from continuing operations 419.0 138.3
Add back: Adjusting items in profit/loss for the year 215.5 227.7
Adjusted earnings for the year from continuing operations 634.5 366.0
Non-controlling interests relating to adjusted profit 0.6 (9.5)
Adjusted earnings from continuing operations 635.1 356.5
Weighted average number of shares used in adjusted diluted EPS (m) 1,402.7 1,464.3
Adjusted diluted EPS (p) from continuing operations 45.3p 24.4p
2023 2022
£m £m
Statutory profit for the year from continuing operations 462.7 142.1
Non-controlling interests (43.7) (3.8)
Statutory earnings from continuing operations 419.0 138.3
Weighted average number of shares used in diluted EPS (m) 1,402.7 1,464.3
Statutory diluted EPS (p) from continuing operations 29.9p 9.4p
Dividends
The Group resumed dividend payments in 2022 and in 2023 the dividend was
increased significantly to reflect the strong growth in Group earnings. Going
forward, the Group will look to continue progressively growing dividends to
strike a balance between rewarding shareholders and retaining the financial
strength and flexibility to invest in the business and pursue growth
opportunities.
An interim dividend of 5.8p per share (2022: 3.0p per share) was paid on 15
September 2023. The total amount paid in 2023 relating to the final dividend
for 2022 and interim dividend for 2023 was £176.6m (2022: £43.3m). The Board
has recommended a final dividend of 12.2p per share for FY23 (2022: 6.8p per
share). The final dividend is scheduled to be paid on 12 July 2024 to ordinary
shareholders registered at the close of business on 6 June 2024. This will
result in total dividends for the year of 18.0p per share (2022: 9.8p per
share). The Dividend Reinvestment Plan (DRIP) will be available for the final
dividend and the last date for receipt of elections for the DRIP will be 20
June 2024.
Dividend cover (see Glossary of Terms for definition) was 2.5 times (2022: 2.5
times), being adjusted diluted EPS on continuing operations of 45.3p (2022:
24.4p) divided by total dividends per share of 18.0p (2022: 9.8p pence). Our
dividend pay-out ratio was 40%, being total dividends per share of 18.0p
divided by adjusted diluted EPS on continuing operations of 45.3p.
Currency Movements
One of the Group's strengths is its international reach and balance, with
colleagues and businesses located in most major economies of the world. This
means the Group generates revenues and costs in a mixture of currencies, with
particular exposure to the US dollar, as well as some exposure to the Euro and
the Chinese Renminbi.
In 2023 across our continuing operations approximately 62% (2022: 65%) of
Group revenue was received in USD or currencies pegged to USD, with 8% (2022:
8%) received in Euro and 9% (2022: 1%) in Chinese renminbi.
Similarly, on continuing operations we incurred approximately 54% (2022: 54%)
of our costs in USD or currencies pegged to USD, with 4% (2022: 3%) in Euro
and 7% (2022: 3%) in Chinese renminbi.
For continuing operations, each one cent ($0.01) movement in the USD to GBP
exchange rate has a circa £16m (2022: circa £13m) impact on annual revenue,
and a circa £6m (2022: circa £5m) impact on annual adjusted operating
profit.
The following rates versus GBP were applied during the year:
2023 2022
Closing rate Average rate Closing rate Average rate
US Dollar 1.27 1.24 1.21 1.24
Chinese Renminbi 9.05 8.82 8.34 8.30
Euro 1.15 1.15 1.13 1.17
Free Cashflow
Cash management and cash generation remain a key priority and focus for the
Group, providing the funds and flexibility for paying down debt, future
organic and inorganic investment, and consistent shareholder returns. Our
businesses typically convert adjusted operating profit into cash at a strong
conversion rate, reflecting the relatively low capital intensity of the Group.
The following table reconciles the statutory operating profit to operating
cash flow (OCF) and free cash flow (FCF), both of which are defined in the
Glossary.
2023 2022
£m £m
Statutory operating profit 507.8 184.1
Add back: Adjusting items 346.0 312.2
Adjusted operating profit 853.8 496.3
Depreciation of property and equipment 13.5 11.7
Depreciation of right of use assets 26.3 24.8
Software and product development amortisation 41.1 35.2
Share-based payments 20.8 17.5
Loss on disposal of other assets 2.4 0.3
Adjusted share of joint venture and associate results (5.8) (2.1)
Adjusted EBITDA(1) 952.1 583.7
Net capital expenditure (93.8) (67.5)
Working capital movement(2) (55.2) 65.3
Pension deficit contributions (3.5) (6.9)
Operating cash flow 799.6 574.6
Restructuring and reorganisation (15.4) (14.1)
Onerous contracts associated with COVID-19 (0.9) (5.5)
Net interest (39.2) (65.4)
Taxation (112.4) (71.7)
Free cash flow from continuing operations 631.7 417.9
Free cash flow from discontinued operations - 48.5
Free cash flow 631.7 466.4
(1)Adjusted EBITDA represents adjusted operating profit before interest, tax,
and non-cash items including depreciation and amortisation.
(2)Working capital movement excludes movements on restructuring,
reorganisation, COVID-19 costs and acquisition and integration accruals or
provisions as the cash flow relating to these amounts is included in other
lines in the free cash flow and reconciliation from free cash flow to net
funds flow. The variance between the working capital in the free cash flow and
the Consolidated Cash Flow Statement is driven by the non-cash movement on
these items.
FCF from continuing operations was £213.8m higher than 2022 principally due
to the £357.5m higher adjusted operating profit and a reduction of £26.2m in
net interest paid, which was partly offset by an increase in cash tax of
£40.7m, an increase in capex investment of £26.3m and working capital
outflows of £55.2m in the year (2022: £65.3m inflows). The calculation of
OCF conversion and FCF conversion is as follows:
Operating cash flow conversion Free cash flow conversion
2023 2022 2023 2022
£m £m £m £m
Operating / free cash flow from continuing operations 799.6 574.6 631.7 417.9
Adjusted operating profit from continuing operations 853.8 496.3 853.8 496.3
Operating / free cash flow conversion from continuing operations 93.7% 115.8% 74.0% 84.2%
Net capital expenditure from continuing operations increased to £93.8m (2022:
£67.5m) reflecting continuing GAP 2 investments and other capital
expenditure. This investment was equivalent to 2.9% of 2023 continuing revenue
(2022: 3.0%).
Net cash interest payments of £39.2m were £26.2m lower than the prior year,
largely reflecting interest income on the Group's increased cash balances
following the divestment of the Informa Intelligence portfolio in 2022, some
of which has since been reinvested in targeted acquisitions such as Tarsus and
Winsight.
The following table reconciles net cash inflow from operating activities for
continuing operations, as shown in the consolidated cash flow statement, to
free cash flow from continuing operations:
2023 2022
Continuing Continuing
£m £m
Net cash inflow from operating activities for continuing operations per 620.2 397.2
statutory cash flow
Interest received 47.9 25.7
Purchase of property and equipment (27.5) (14.5)
Purchase of intangible software assets (55.1) (37.9)
Product development cost additions (11.2) (15.1)
Add back: Acquisition and integration costs paid 57.4 18.2
Add back: Additional pension payment - 16.1
Add back: Pension payment into escrow - 28.2
Free cash flow from continuing operations 631.7 417.9
Net cash from operating activities for continuing operations increased by
£223.0m to £620.2m, principally driven by the increase in adjusted profit in
the year, partly offset by a working capital outflow of £55.2m, which
compared to a £65.3m inflow in 2022. The working capital outflow in 2023
reflected the recognition of revenue for events where the cash collections had
been received before 2023, but the events were postponed until 2023 because of
COVID-19. This was particularly relevant for 2023 events in China.
The following table reconciles cash generated by operations for continuing
operations, as shown in the Consolidated Cash Flow Statement to OCF from
continuing operations shown in the FCF table above:
2023 2022
Continuing Continuing
£m £m
Cash generated by operations for continuing operations per statutory cash flow 819.7 560.0
Capital expenditure paid (93.8) (67.5)
Add back: Acquisition and integration costs paid 57.4 18.2
Add back: Restructuring and reorganisation costs paid 15.4 14.1
Add back: Additional pension payment - 16.1
Add back: Pension payment into escrow - 28.2
Add back: Onerous contracts associated with COVID-19 0.9 5.5
Operating cash flow from continuing operations 799.6 574.6
The following table reconciles free cash flow from continuing and discontinued
operations to net funds flow and net debt, with net debt increasing by
£1,211.8m to £1,456.4m during the year.
2023 2022
£m £m
Free cash flow from continuing and discontinued operations(1) 631.7 466.4
Acquisitions (1,125.1) (405.3)
Disposals (16.0) 1,896.8
Additional pension payment - (16.1)
Pension payment into escrow - (28.2)
Repayment of acquired debt 443.9 36.6
Dividends paid to shareholders (176.6) (43.3)
Dividends paid to non-controlling interests (16.0) (9.5)
Dividends received from investments 1.4 1.8
Distributions received from investments - 20.6
Purchase of own shares through share buyback (548.0) (513.3)
Purchase of shares for Trust (4.8) (3.3)
Net funds flow (809.5) 1,403.2
Non-cash movements excluding acquired debt 76.0 (133.0)
Foreign exchange 2.7 (31.8)
Net finance lease additions in the year (37.1) (11.8)
Net debt at 1 January (244.6) (1,434.6)
Acquired debt (443.9) (36.6)
Net debt (1,456.4) (244.6)
(1)Includes free cash flow for discontinued operations of £48.5m for 2022
Financing and Leverage
Net debt increased by £1,211.8m in the year to £1,456.4m (2022: £244.6m).
This was largely due to the addition of a number of businesses during the
year, as well as the growth in dividends and ongoing share buyback programme,
all of which were partially offset by strong growth in free cash flow.
The Group retains significant available liquidity, with unutilised committed
financing facilities available to the Group of £1,097.1m (31 December 2022:
£1,099.9m). Combined with £389.3m of cash (2022: £2,125.8m), the available
group level liquidity at 31 December 2023 was £1,486.4m (31 December 2022:
£3,225.7m).
The average debt maturity on our drawn borrowings is currently 2.7 years (31
December 2022: 3.1 years). Following the EUR EMTN of GBP equivalent €450.0m
(£386.0m) which matured in July 2023, there are no significant maturities
until October 2025.
2023 2022
Net debt and committed facilities £m £m
Cash and cash equivalents (389.3) (2,125.8)
Bond borrowings 1,492.6 1,910.7
Bond borrowing fees (6.2) (8.8)
Bank borrowings 30.4 41.3
Bank borrowing fees (2.3) (2.4)
Derivative assets associated with borrowings - (2.2)
Derivative liabilities associated with borrowings 77.9 168.1
Net debt/(cash) before leases 1,203.1 (19.1)
Lease liabilities 263.8 270.4
Finance lease receivables (10.5) (6.7)
Net debt 1,456.4 244.6
Borrowings (excluding derivatives, leases, fees & overdrafts) 1,523.0 1,952.0
Unutilised committed facilities (undrawn revolving credit facility) 1,050.0 1,050.0
Unutilised committed facilities (undrawn Curinos facilities) 47.1 49.9
Total committed facilities 2,620.1 3,051.9
The Informa leverage ratio at 31 December 2023 was 1.4 times (31 December
2022: (0.2) times), and the Informa interest cover ratio was 75.2 times (31
December 2022: 16.6 times). Both are calculated consistently with our
historical basis of reporting of financial covenants which no longer applied
at 31 December 2023. See the Glossary of terms for the definition of Informa
leverage ratio and Informa interest cover.
The calculation of the Informa leverage ratio is as follows:
2023 2022
£m £m
Net debt 1,456.4 244.6
Adjusted EBITDA(1) 952.1 625.5
Adjusted leverage 1.5x 0.4x
Adjustment to EBITDA(2) 0.1x -
Adjustment to net debt(2) (0.2)x (0.6)x
Informa leverage ratio 1.4x (0.2)x
(1)Includes adjusted EBITDA for discontinued operations of £41.8m for 2022
(2)Refer to Glossary for details of the adjustments to EBITDA and Net Debt for
Informa leverage ratio
The calculation of Informa interest cover is as follows:
2023 2022
£m £m
Adjusted EBITDA(1) 952.1 625.5
Adjusted net finance costs 19.2 45.3
Adjusted interest cover 49.6x 13.8x
Adjustment to EBITDA(2) 25.6x 2.8x
Informa interest cover 75.2x 16.6x
(1)Includes adjusted EBITDA for discontinued operations of £41.8m for 2022
(2)Refer to Glossary for details of the adjustments to EBITDA for Informa
interest cover
There are financial covenants over £30.4m (2022: £41.3m) of drawn borrowings
in the Curinos business. These financial covenants are ring-fenced to
borrowings against the Curinos business only.
Corporate Development
Informa has a proven track record in creating value through identifying,
executing and integrating complementary businesses effectively into the Group.
In 2023, cash invested in acquisitions was £1,125.1m (2022: £405.3m). Of
this, £596.7m (2022: £315.1m) related to spend on acquisitions net of cash
acquired, £22.8m (2022: £9.8m) to cash paid for business assets, £57.4m
(2022: £20.1m) to acquisition and integration spend, £nil (2022: £1.5m) to
the cash settlement on the exercise of an option relating to non-controlling
interests, £nil (2022: £22.2m) to the acquisition of the convertible bond,
£443.9m (2022: £36.6m) to the repayment of acquired debt and £4.3m (2022:
£nil) to a further investment in the Group's interest in BolognaFiere.
Share Buyback
A central theme of GAP 2 was the decision to increase portfolio focus and
accelerate investment in the two markets where the Group has leadership
positions of scale and which offer attractive opportunities for further growth
and expansion: Academic Markets and B2B Markets.
Under GAP 2, the Group committed to return capital to shareholders through a
share buyback programme which was expanded to £1.15bn in November 2023. In
the year ended 31 December 2023, £548.3m of shares were repurchased with
77.1m shares cancelled. Cumulatively by 31 December 2023, £1,065.3m of shares
had been repurchased with 166.1m shares cancelled. The shares acquired during
the year ended 31 December 2023 were at an average price of 711p per share,
with prices ranging from 626p to 790p.
Pensions
The Group continues to meet all commitments to its pension schemes, which
include five (2022: six) defined benefit schemes, all of which are closed to
future accruals.
At 31 December 2023, the Group had a net pension surplus of £41.7m (31
December 2022: £49.1m), comprising a pension surplus of £48.1m (31 December
2022: £55.8m) and pension deficits of £6.4m (31 December 2022: £6.7m).
Gross liabilities were £478.2m at 31 December 2023 (31 December 2022:
£477.3m).
Consolidated Income Statement
For the year ended 31 December 2023
Adjusted results Adjusting items Statutory results Adjusted results Adjusting items Statutory results
2023 2023 2023 2022 2022 2022
Notes £m £m £m £m £m £m
Continuing operations
Revenue 3 3,189.6 - 3,189.6 2,262.4 - 2,262.4
Net operating expenses 5 (2,341.6) (432.1) (2,773.7) (1,768.2) (312.1) (2,080.3)
Other operating income 5 - 87.6 87.6 - - -
Operating profit/(loss) before joint ventures and associates 848.0 (344.5) 503.5 494.2 (312.1) 182.1
Share of results of joint ventures and associates 5.8 (1.5) 4.3 2.1 (0.1) 2.0
Operating profit/(loss) 853.8 (346.0) 507.8 496.3 (312.2) 184.1
Fair value gain/(loss) on investments - 1.3 1.3 - (0.9) (0.9)
Profit on disposal of subsidiaries and operations - 3.0 3.0 - 11.6 11.6
Distributions received from investments - - - - 20.6 20.6
Finance income 7 47.4 - 47.4 27.5 - 27.5
Finance costs 8 (66.6) (0.8) (67.4) (72.8) (1.3) (74.1)
Profit/(loss) before tax 834.6 (342.5) 492.1 451.0 (282.2) 168.8
Tax (charge)/credit 9 (156.4) 127.0 (29.4) (81.2) 54.5 (26.7)
Profit/(loss) for the year from continuing operations 678.2 (215.5) 462.7 369.8 (227.7) 142.1
Discontinued operations
Profit for the year from discontinued operations - - - 29.5 1,463.7 1,493.2
Profit/(loss) for the year 678.2 (215.5) 462.7 399.3 1,236.0 1,635.3
Attributable to:
- Equity holders of the Company 11 635.1 (216.1) 419.0 386.0 1,245.5 1,631.5
- Non-controlling interests 43.1 0.6 43.7 13.3 (9.5) 3.8
Earnings per share
From continuing operations
- Basic (p) 11 45.6 30.1 24.5 9.5
- Diluted (p) 11 45.3 29.9 24.4 9.4
From continuing and discontinued operations
- Basic (p) 11 45.6 30.1 26.5 112.0
- Diluted (p) 11 45.3 29.9 26.4 111.4
Consolidated Statement of Comprehensive Income
For the year ended 31 December 2023
2023 2022
Notes £m £m
Profit for the year 462.7 1,635.3
Items that will not be reclassified subsequently to profit or loss:
Remeasurement of the net retirement benefit pension obligation (11.8) 26.9
Tax credit relating to items that will not be reclassified to profit or loss - 1.5
Total items that will not be reclassified subsequently to profit or loss (11.8) 28.4
Items that may be reclassified subsequently to profit or loss:
Exchange (loss)/gain on translation of foreign operations (351.5) 413.7
Exchange loss arising on disposal of foreign operations - (1.4)
Net investment hedges:
Exchange gain/(loss) on net investment hedge 7.4 (188.1)
Gain on derivatives in net investment hedging relationships 92.5 173.4
Cash flow hedges:
Fair value (loss)/gain arising on hedging instruments (28.2) 33.3
Less: gain/(loss) reclassified to profit or loss 34.2 (63.1)
Movement in cost of hedging reserve (6.7) 1.8
Tax charge relating to items that may be reclassified subsequently to profit (1.2) (8.2)
or loss
Total items that may be reclassified subsequently to profit or loss (253.5) 361.4
Other comprehensive (expense)/income for the year (265.3) 389.8
Total comprehensive income for the year 197.4 2,025.1
Total comprehensive income attributable to:
- Equity holders of the Company 155.4 2,015.4
- Non-controlling interests 42.0 9.7
197.4 2,025.1
Total comprehensive income for the year attributable to equity holders of the
Company:
- Continuing operations 155.4 497.2
- Discontinued operations(1) - 1,518.2
155.4 2,015.4
(1)Discontinued operations in 2022 includes £26.4m relating to exchange gain
on translation of foreign operations and £1.4m exchange loss arising on
disposal of foreign operations.
Consolidated Statement of Changes in Equity
For the year ended 31 December 2023
Share capital(1) Share premium account Translation reserve Other reserves Retained earnings Total(2) Non- controlling interests Total equity
£m £m £m £m £m £m £m £m
At 1 January 2022 1.5 1,878.6 (208.0) 2,028.0 2,057.7 5,757.8 288.1 6,045.9
Profit for the year - - - - 1,631.5 1,631.5 3.8 1,635.3
Exchange gain on translation of foreign operations - - 407.8 - - 407.8 5.9 413.7
Exchange loss on net investment hedge - - (188.1) - - (188.1) - (188.1)
Gain arising on derivative hedges - - 173.4 (28.0) - 145.4 - 145.4
Foreign exchange recycling of disposed entities - - (1.4) - - (1.4) - (1.4)
Actuarial gain on defined benefit pension schemes - - - - 26.9 26.9 - 26.9
Tax relating to components of other comprehensive income - - (8.2) - 1.5 (6.7) - (6.7)
Total comprehensive income for the year - - 383.5 (28.0) 1,659.9 2,015.4 9.7 2,025.1
Dividends to shareholders - - - - (43.3) (43.3) - (43.3)
Dividends to non-controlling interests - - - - - - (9.5) (9.5)
Share award expense - - - 17.5 - 17.5 - 17.5
Shares for Trust purchase - - - (3.3) - (3.3) - (3.3)
Transfer of vested LTIPs - - - (11.1) 11.1 - - -
Share buyback(3) (0.1) - - (74.9) (517.0) (592.0) - (592.0)
Acquisition of non-controlling interests(4) - - - - - - 25.9 25.9
At 31 December 2022 1.4 1,878.6 175.5 1,928.2 3,168.4 7,152.1 314.2 7,466.3
(1)See note 16
(2)Total attributable to equity holders of the Company
(3)£517.0m of shares were bought back during the previous period. £75.0m
represents the maximum liability for share buybacks with Informa's broker
through to the conclusion of the Company's close period as at 31 December 2022
(4)The acquisition of non-controlling interests is related to the USA Beauty
transaction
Consolidated Statement of Changes in Equity (continued)
For the year ended 31 December 2023
Share capital(1) Share premium account Translation reserve Other reserves Retained earnings Total(2) Non- controlling interests Total equity
£m £m £m £m £m £m £m £m
At 31 December 2022 1.4 1,878.6 175.5 1,928.2 3,168.4 7,152.1 314.2 7,466.3
Profit for the year - - - - 419.0 419.0 43.7 462.7
Exchange loss on translation of foreign operations - - (349.8) - - (349.8) (1.7) (351.5)
Exchange gain on net investment hedge debt - - 7.4 - - 7.4 - 7.4
Gain/(loss) arising on derivative hedges - - 92.5 (0.7) - 91.8 - 91.8
Actuarial gain on defined benefit pension schemes - - - - (11.8) (11.8) - (11.8)
Tax relating to components of other comprehensive income - - (1.2) - - (1.2) - (1.2)
Total comprehensive income for the year - - (251.1) (0.7) 407.2 155.4 42.0 197.4
Dividends to shareholders - - - - (176.6) (176.6) - (176.6)
Dividends to non-controlling interests - - - - - - (16.0) (16.0)
Share award expense - - - 19.6 - 19.6 - 19.6
Issue of share capital 0.1 - - 173.7 - 173.8 - 173.8
Shares for Trust purchase - - - (4.8) - (4.8) - (4.8)
Transfer of vested LTIPs - - - (11.1) 11.1 - - -
Share buyback(3) (0.1) - - (15.8) (548.3) (564.2) - (564.2)
Acquisition of non-controlling interests(4) - - - - - - 92.3 92.3
Transactions with non-controlling interests - - - - (8.3) (8.3) 3.6 (4.7)
Remeasurement of put call options - - - 1.5 - 1.5 - 1.5
At 31 December 2023 1.4 1,878.6 (75.6) 2,090.6 2,853.5 6,748.5 436.1 7,184.6
(1)See note 16
(2)Total attributable to equity holders of the Company
(3)£548.3m of shares have been bought back during the period. £15.9m
represents the net movement in Informa's maximum liability for share buybacks
with Informa's broker through to the conclusion of the Company's close period
as at 31 December 2023 of £90.9m
(4)The acquisition of non-controlling interests includes £87.2m relating to
the Tarsus acquisition (see note 12)
Consolidated Balance Sheet
As at 31 December 2023
At 31 December 2022
At 31 December 2023
Notes £m £m
Non-current assets
Goodwill 6,629.8 5,880.3
Other intangible assets 3,140.9 2,972.7
Property and equipment 60.8 47.9
Right of use assets 211.1 208.0
Investments in joint ventures and associates 58.8 35.5
Other investments 260.8 262.7
Deferred tax assets 17.6 1.8
Retirement benefit surplus 48.1 55.8
Finance lease receivables 8.2 5.1
Other receivables 32.6 49.7
Derivative financial instruments - 2.2
10,468.7 9,521.7
Current assets
Inventory 36.2 28.8
Trade and other receivables 546.9 460.4
Current tax asset 9 80.2 7.4
Cash and cash equivalents 389.3 2,125.8
Finance lease receivables 2.3 1.6
Derivative financial instruments 0.6 -
1,055.5 2,624.0
Total assets 11,524.2 12,145.7
Current liabilities
Borrowings 14 - (398.4)
Lease liabilities (28.4) (30.2)
Derivative financial instruments - (1.1)
Current tax liabilities 9 (85.6) (48.5)
Provisions (38.1) (30.1)
Contingent consideration and put call options (28.6) (4.1)
Trade and other payables (635.7) (661.9)
Deferred income (972.8) (834.5)
(1,789.2) (2,008.8)
Non-current liabilities
Borrowings 14 (1,514.5) (1,542.4)
Lease liabilities (235.4) (240.2)
Derivative financial instruments (77.9) (168.1)
Deferred tax liabilities (540.9) (532.9)
Retirement benefit obligation (6.4) (6.7)
Provisions (33.5) (32.5)
Contingent consideration and put call options (109.3) (129.2)
Trade and other payables (24.9) (16.3)
Deferred income (7.6) (2.3)
(2,550.4) (2,670.6)
Total liabilities (4,339.6) (4,679.4)
Net assets 7,184.6 7,466.3
Share capital 16 1.4 1.4
Share premium 1,878.6 1,878.6
Translation reserve (75.6) 175.5
Other reserves 2,090.6 1,928.2
Retained earnings 2,853.5 3,168.4
Equity attributable to equity holders of the parent 6,748.5 7,152.1
Non-controlling interest 436.1 314.2
Total equity 7,184.6 7,466.3
These financial statements were approved by the Board of Directors and
authorised for issue on 7 March 2024 and signed on its behalf by
Stephen A.
Carter
Gareth Wright
Group Chief Executive
Group
Finance Director
Consolidated Cash Flow Statement
For the year ended 31 December 2023
2023 2022
Notes £m £m
Operating activities
Cash generated by continuing operations 15 819.7 560.0
Income taxes paid (112.4) (71.7)
Interest paid (87.1) (91.1)
Net cash inflow from operating activities - continuing operations 620.2 397.2
Net cash inflow from operating activities - discontinued operations - 53.7
Net cash inflow from operating activities 620.2 450.9
Investing activities
Interest received 47.9 25.7
Dividends received from investments 1.4 1.8
Distributions received from investments - 20.6
Purchase of property and equipment (27.5) (14.5)
Purchase of intangible software assets (55.1) (37.9)
Product development costs additions (11.2) (15.1)
Purchase of intangibles related to titles, brands and customer relationships (22.8) (9.8)
Acquisition of subsidiaries and operations, net of cash acquired 12 (596.7) (315.1)
Acquisition of investments (4.3) -
Acquisition of convertible bonds - (22.2)
Cash outflow from disposal of subsidiaries and operations (16.0) (2.8)
Net cash outflow from investing activities - continuing operations (684.3) (369.3)
Net cash inflow from investing activities - discontinued operations - 1,892.1
Net cash (outflow)/inflow from investing activities (684.3) 1,522.8
Financing activities
Dividends paid to shareholders 10 (176.6) (43.3)
Dividends paid to non-controlling interests 10 (16.0) (9.5)
Repayment of loans 13 (393.9) (177.2)
Repayment of borrowings acquired 13 (443.9) (36.6)
Borrowing fees paid 13 (1.2) -
Repayment of principal lease liabilities 13 (33.8) (32.1)
Finance lease receipts 13 1.3 1.5
Settlement of derivative liability associated with borrowings (8.2) -
Acquisition of non-controlling interests - (1.5)
Cash outflow from share buyback 16 (548.0) (513.3)
Cash outflow from purchase of shares for Trust (4.8) (3.3)
Net cash outflow from financing activities - continuing operations (1,625.1) (815.3)
Net cash outflow from financing activities (1,625.1) (815.3)
Net (decrease)/increase in cash and cash equivalents (1,689.2) 1,158.4
Effect of foreign exchange rate changes (47.3) 82.6
Cash and cash equivalents at beginning of the year 2,125.8 884.8
Cash and cash equivalents at end of the year 389.3 2,125.8
Notes to the Consolidated Financial Statements
For the year ended 31 December 2023
1. General information
Informa PLC (the Company) is a company incorporated and domiciled in the
United Kingdom under the Companies Act 2006 and is listed on the London Stock
Exchange. The Company is a public company limited by shares and is registered
in England and Wales with registration number 08860726. The address of the
registered office is 5 Howick Place, London SW1P 1WG.
The Consolidated Financial Statements as at 31 December 2023 and for the year
then ended comprise those of the Company, its subsidiaries and its interests
in joint ventures and associates (together referred to as the Group).
These Consolidated Financial Statements are presented in pounds sterling
(GBP), which is the currency of the primary economic environment in which the
Group operates and the functional currency of the Parent Company, Informa PLC.
2. Basis of preparation
The financial information for the year ended 31 December 2023 does not
constitute the statutory financial statements for that year, but is derived
from those audited financial statements for the year ended 31 December 2023
which will be published on www.informa.com. While the financial information in
these Full Year Results has been prepared in accordance with International
Financial Reporting Standards (IFRS), these results do not in isolation
contain sufficient information to comply with IFRS. Those financial statements
have not yet been delivered to the Registrar of Companies, but include the
auditor's report which was unqualified and did not contain a statement under
Section 498 (2) or (3) of the Companies Act 2006.
To complete the going concern assessment, the Directors have modelled a base
case with sensitivities and a reverse stress test for the period to June 2025.
In modelling the base case, the Directors have assumed Group financial
performance is consistent with the guidance given for 2024, followed by
similar growth in the first half of 2025.
The proposed combination with TechTarget which is subject to approval by
TechTarget's shareholders and other customary conditions has been included in
the financial plan for going concern assessment as completion would reduce the
Group's financial headroom. Under the financial plan the Group maintains
liquidity headroom of more than £1.1bn. To consider a downside scenario, the
Directors applied the three scenarios used in viability modelling to the
financial plan. In the scenario where all risks were combined the Group
maintains liquidity headroom of around £0.7bn.
The reverse stress test shows that the Group can afford to lose 54% of its
revenue from 1 April 2024 to the end of June 2025 and maintain positive
liquidity headroom. This extremely remote scenario assumes no indirect cost
savings and customer receipts are refunded with no further receipts collected
in the period.
Based on these results, the Directors believe the Group is well placed to
manage its financing and other business risks in a satisfactory way. The
Directors have been able to form a reasonable expectation that the Group has
adequate resources to continue in operation for at least twelve months from
the signing date of this Annual Report and Accounts and consider it
appropriate to adopt the going concern basis of accounting in preparing the
Consolidated Financial Statements.
The accounting policies, significant judgements and key sources of estimation
uncertainty adopted in the preparation of the financial information are
consistent with those applied by the Group in its Consolidated Financial
Statements for the year ended 31 December 2022, subject to new accounting
standards, and are disclosed in full in the audited financial statements for
the year ended 31 December 2023 which will be published on www.informa.com
(http://www.informa.com) .
3. Revenue
An analysis of the Group's revenue by type is set out below.
Year ended 31 December 2023
Informa Markets Informa Informa Connect Taylor &
Tech Francis Total
£m £m £m £m £m
Continuing operations
Exhibitor 1,309.4 85.1 103.8 - 1,498.3
Subscriptions 34.8 58.7 144.0 346.1 583.6
Transactional sales 4.3 26.5 45.6 272.0 348.4
Attendee 74.8 54.4 164.8 - 294.0
Marketing and advertising services 91.0 116.3 36.0 0.9 244.2
Sponsorship 79.0 55.7 86.4 - 221.1
Total 1,593.3 396.7 580.6 619.0 3,189.6
Year ended 31 December 2022 (re-presented)
Informa Informa Informa Taylor &
Markets(1) Tech Connect(1) Francis Total
£m £m £m £m £m
Continuing operations
Exhibitor 708.7 63.5 48.0 - 820.2
Subscriptions 27.7 57.2 121.9 325.9 532.7
Transactional sales 5.4 27.5 37.8 266.8 337.5
Attendee 55.4 51.5 114.4 - 221.3
Marketing and advertising services 74.4 85.2 23.6 0.9 184.1
Sponsorship 61.7 35.9 69.0 - 166.6
Total 933.3 320.8 414.7 593.6 2,262.4
(1)As a result of the Aesthetic Medicine business transferring from Informa
Markets to Informa Connect, these figures have been re-presented. Aesthetic
Medicine generated £18.8m in revenue in 2022. No other figures have been
re-presented.
4. Business segments
The Group has identified reportable segments based on financial information
used by the Directors in allocating resources and making strategic decisions.
We consider the chief operating decision maker to be the Executive Directors.
The Group's four identified reportable segments under IFRS 8 Operating
Segments as described in the Strategic Report are Informa Markets, Informa
Tech, Informa Connect and Taylor & Francis. There is no difference between
the Group's operating segments and the Group's reportable segments as at
year-end. Tarsus was presented as a separate segment for the six-month period
ending 30 June 2023 as the business was not fully integrated into the existing
Informa segments. As at 31 December 2023, Tarsus has been integrated within
Informa Markets and Informa Connect.
Segment revenue and results
The Group's primary internal income statement performance measures for
continuing business segments are revenue and adjusted operating profit. A
reconciliation of adjusted operating profit to statutory operating profit and
profit before tax is provided below:
Year ended 31 December 2023
Informa Markets Informa Tech Informa Connect Taylor & Francis Total
£m £m £m £m £m
Revenue 1,593.3 396.7 580.6 619.0 3,189.6
Adjusted operating profit before joint ventures and associates(1) 454.7 72.9 102.5 217.9 848.0
Share of adjusted results of joint ventures and associates 5.8 - - - 5.8
Adjusted operating profit 460.5 72.9 102.5 217.9 853.8
Intangible asset amortisation(2) (179.0) (37.5) (43.4) (52.9) (312.8)
Impairment - acquisition-related and other intangibles (24.5) (0.3) (0.3) - (25.1)
Reversal of impairment/(impairment) - IFRS 16 right of use assets 0.1 (0.3) 0.8 - 0.6
Acquisition costs (note 6) (15.7) (17.0) (19.7) (0.9) (53.3)
Integration costs (note 6) (8.3) (2.9) (8.5) - (19.7)
Restructuring and reorganisation costs (note 6) 1.8 1.1 (0.5) (13.4) (11.0)
Fair value (loss)/gain on contingent consideration (note 6) (7.3) 82.4 0.7 (0.2) 75.6
Foreign exchange loss on swap settlement (2.8) (0.7) (1.0) (1.1) (5.6)
Credit in respect of unallocated cash 3.3 0.8 1.2 - 5.3
Operating profit 228.1 98.5 31.8 149.4 507.8
Fair value gain on investments 1.3
Profit on disposal of subsidiaries and operations 3.0
Finance income (note 7) 47.4
Finance costs (note 8) (67.4)
Profit before tax 492.1
(1)Adjusted operating profit before joint ventures and associates included the
following amounts for depreciation and other amortisation: £33.7m for Informa
Markets, £22.1m for Informa Connect, £6.9m for Informa Tech and £18.2m for
Taylor & Francis.
(2)Excludes intangible product development and software amortisation.
Year ended 31 December 2022 (re-presented)
Informa Markets(3) Informa Tech Informa Connect(3) Taylor & Francis Total
£m £m £m £m £m
Revenue 933.3 320.8 414.7 593.6 2,262.4
Adjusted operating profit before joint ventures and associates(1) 172.7 55.5 57.2 208.8 494.2
Share of adjusted results of joint ventures and associates 2.1 - - - 2.1
Adjusted operating profit 174.8 55.5 57.2 208.8 496.3
Intangible asset amortisation(2) (168.6) (27.0) (26.8) (52.9) (275.3)
Impairment - acquisition-related and other intangibles (6.7) - (0.2) - (6.9)
Reversal of impairment/(impairment) - IFRS 16 right of use assets 2.6 0.1 (3.8) 1.2 0.1
Reversal of impairment/(impairment) - property and equipment 0.4 0.1 (0.1) 0.3 0.7
Acquisition costs (note 6) (0.1) (11.1) (0.3) (0.3) (11.8)
Integration costs (note 6) (0.3) (1.7) (8.4) 0.2 (10.2)
Restructuring and reorganisation costs (note 6) 2.0 0.7 (2.4) 1.3 1.6
Onerous contracts associated with COVID-19 (note 6) (5.0) 0.5 (0.2) - (4.7)
Fair value loss on contingent consideration (note 6) (0.1) (3.7) - (1.9) (5.7)
Operating (loss)/profit (1.0) 13.4 15.0 156.7 184.1
Fair value loss on investments (0.9)
Profit on disposal of subsidiaries and operations 11.6
Distributions received from investments 20.6
Finance income (note 7) 27.5
Finance costs (note 8) (74.1)
Profit before tax 168.8
(1)Adjusted operating profit before joint ventures and associates included the
following amounts for depreciation and other amortisation: £31.7m for Informa
Markets, £18.6m for Informa Connect, £5.1m for Informa Tech and £16.3m for
Taylor & Francis.
(2)Excludes intangible product development and software amortisation.
(3)As a result of the Aesthetic Medicine business transferring from Informa
Markets to Informa Connect, these figures have been re-presented. Aesthetic
Medicine generated £18.8m in revenue which translated to £6.2m in adjusted
operating profit before joint ventures and associate. No other figures have
been re-presented.
5. Operating expenses and other operating income
Operating profit for continuing operations has been arrived at after
charging/(crediting):
Adjusted results Adjusting items Statutory results Adjusted results Adjusting items Statutory results
2023 2023 2023 2022 2022 2022
Notes £m £m £m £m £m £m
Cost of sales (excluding staff costs, depreciation and COVID-19 adjusting 1,123.7 - 1,123.7 778.3 - 778.3
items)
Staff costs 900.6 - 900.6 745.8 - 745.8
Auditor's remuneration for audit services 6.3 - 6.3 3.9 - 3.9
Depreciation - property and equipment 13.5 - 13.5 11.7 - 11.7
Depreciation - IFRS 16 right of use assets 26.3 - 26.3 24.8 - 24.8
Amortisation of other intangible assets 6 41.1 312.8 353.9 35.2 275.3 310.5
Impairment - acquisition-related and other intangibles 6 - 25.1 25.1 - 6.9 6.9
Reversal of impairment - IFRS 16 right of use assets 6 - (0.6) (0.6) - (0.1) (0.1)
Reversal of impairment - property and equipment 6 - - - - (0.7) (0.7)
Acquisition costs 6 - 53.3 53.3 - 11.8 11.8
Integration costs 6 - 18.2 18.2 - 10.2 10.2
Restructuring and reorganisation costs 6 - 11.0 11.0 - (1.6) (1.6)
Onerous contracts associated with COVID-19 6 - - - - 4.6 4.6
Fair value gain on contingent consideration 6 - (87.6) (87.6) - - -
Fair value loss on contingent consideration 6 - 12.0 12.0 - 5.7 5.7
Net foreign exchange loss 6 7.6 5.6 13.2 5.0 - 5.0
Credit in respect of unallocated cash 6 - (5.3) (5.3) - - -
Other operating expenses 222.5 - 222.5 163.5 - 163.5
Total net operating expenses and other operating income before share of joint 2,341.6 344.5 2,686.1 1,768.2 312.1 2,080.3
ventures and associates
6. Adjusting items
The Board considers certain items should be recognised as adjusting items (see
Glossary on page 45) since, due to their size, nature or infrequency, such
presentation is relevant to an understanding of the Group's performance. These
items do not relate to the Group's underlying trading and are adjusted from
the Group's adjusted operating profit measure for the reasons outlined below
the table.
The following charges/(credits) in respect of continuing operations are
presented as adjusting items:
2023 2022
Notes £m £m
Continuing operations
Intangible asset amortisation(1) 312.8 275.3
Impairment - acquisition-related and other intangible assets 25.1 6.9
Reversal of impairment - IFRS 16 right of use assets (0.6) (0.1)
Reversal of impairment - property and equipment - (0.7)
Acquisition costs 53.3 11.8
Integration costs 19.7 10.2
Restructuring and reorganisation costs 11.0 (1.6)
Onerous contracts associated with COVID-19 - 4.7
Fair value gain on contingent consideration (87.6) -
Fair value loss on contingent consideration 12.0 5.7
Foreign exchange loss on swap settlement 5.6 -
Credit in respect of unallocated cash (5.3) -
Adjusting items in operating profit/loss from continuing operations(2) 346.0 312.2
Fair value (gain)/loss on investments (1.3) 0.9
Profit on disposal of subsidiaries and operations (3.0) (11.6)
Distributions received from investments - (20.6)
Finance costs 8 0.8 1.3
Adjusting items in profit before tax from continuing operations 342.5 282.2
Tax related to adjusting items 9 (127.0) (54.5)
Adjusting items in profit for the year from continuing operations 215.5 227.7
(1)Intangible asset amortisation is in respect of acquired intangibles and
excludes amortisation of software and product development of £41.1m (2022:
£35.2m).
(2)Includes £1.5m (2022: £0.1m) relating to joint ventures and associates.
The principal adjusting items are in respect of the following:
● Intangible asset amortisation is the amortisation charged in
respect of intangible assets acquired through business combinations or the
acquisition of trade and assets. The charge is not considered to be related to
the underlying performance of the Group and it can fluctuate materially
period-on-period as and when new businesses are acquired or disposed. It is
noted that the revenue and results from the related business combinations have
been included within the adjusted results.
● Impairment of acquisition-related intangible assets - the Group
tests for impairment on an annual basis or more frequently when an indicator
exists. Impairment charges are separately disclosed and excluded from adjusted
results. Impairment charges have been classified as adjusting items based on
them being one-off in nature and not considered to be part of the usual
underlying costs of the Group and to provide comparability of underlying
results to prior periods.
● Reversal of impairment of right of use assets mainly relate to
the re-opening of previously impaired office properties. These have been
classified as adjusting items based on being infrequent in nature and
therefore not being considered to be part of the usual underlying costs of the
Group and to provide comparability of underlying results to prior periods.
● Acquisition and integration costs are costs incurred in
acquiring and integrating share and asset acquisitions. These are classified
as adjusting items as these costs relate to M&A activity which is not
considered to be part of the usual underlying activities of the Group.
● Restructuring and reorganisation costs are costs incurred by the
Group in business restructuring and operating model changes and specific and
non-recurring legal costs. These have been classified as adjusting items when
they relate to specific initiatives following reviews of our organisational
operations during the period and are therefore adjusted to provide
comparability to prior periods.
● Onerous contracts associated with COVID-19 relate to onerous
contract costs for events which have been cancelled or postponed and where
such costs cannot be recovered. The costs largely relate to venue, marketing
and event set-up costs. These costs are infrequent and fluctuate from period
to period and therefore they are adjusted to provide comparability to prior
periods.
● Fair value (gains)/losses on contingent consideration are
recognised in the period as charges or credits to the Consolidated Income
Statement unless these qualify as measurement period adjustments arising
within one year from the acquisition date. These are classified as adjusting
items as these costs arise as a result of acquisitions and are not part of the
underlying operations of the business and are therefore adjusted to provide
comparability of underlying results to prior periods. It is noted that the
revenue and results from the related acquisitions have been included within
the adjusted results.
● Foreign exchange losses on swap settlements are one-off and
infrequent in nature and are therefore not considered to be part of the
Group's underlying operations and are adjusted to provide comparability to
prior periods.
● Credit in respect of unallocated cash relates to a change to the
period that unapplied and unallocated cash receipts will be held on the
Consolidated Balance Sheet in certain territories before being released to the
Consolidated Income Statement. The balance recognised in adjusting items is
comprised of balances that would have been released in prior periods under the
revised methodology and is not expected to recur as an adjusting item.
● Fair value (gain)/loss on investments is the loss, or gain, as a
result of a decline, or increase, in the fair value of investments held. This
is classified as an adjusting item as it does not relate to the underlying
trading operations and performance of the Group. Hence, results are adjusted
to provide comparability to prior periods.
● Profit on disposal of subsidiaries and operations relate to
disposals in the current period or subsequent costs or credits relating to
prior disposals. This is classified as an adjusting item as it does not relate
to the underlying trading operations and performance of the Group. Hence,
results are adjusted to provide comparability to prior periods.
● Distributions from investments are considered to be one-off in
nature and are not considered to be part of the underlying operations of the
Group and are adjusted to provide comparability to prior periods.
· The tax items relate to the tax effect on the items above and
adjusting tax items which are analysed in note 9.
7. Finance income
2023 2022
£m £m
Interest income on bank deposits 46.7 25.3
Interest income from loans receivable - 1.7
Interest income from finance lessor leases 0.4 0.3
Fair value gain on financial instruments through the Income Statement 0.3 0.2
Total finance income 47.4 27.5
8. Finance costs
2023 2022
Notes £m £m
Interest expense on borrowings and loans(1) 58.2 61.1
Interest on lease liabilities 11.2 11.0
Interest (income)/cost on pension scheme net surplus (1.8) 0.7
Total interest expense 67.6 72.8
Non-income taxes in relation to intra-group financing 0.1 0.2
Fair value gain on financial instruments through the Income Statement (1.1) (0.2)
Financing costs before adjusting items 66.6 72.8
Adjusting items(2) 0.8 1.3
Total finance costs 67.4 74.1
(1)Included in interest expense above is the amortisation of debt issue costs
of £2.7m (2022: £4.0m).
(2)The adjusting item for finance costs in 2023 relates to the revaluation of
the BolognaFiere convertible bond. The adjusting item for finance costs in
2022 relates to the finance fees associated with the early repayment of debt.
9. Taxation
The tax charge/(credit) comprises:
2023 2022
£m £m
Current tax:
Current year
UK 33.2 17.6
Continental Europe 26.0 14.7
US (10.5) 202.3
China 25.6 2.9
Rest of world 25.1 10.2
Prior years (25.1) (2.9)
Total current tax 74.3 244.8
Deferred tax:
Current year (36.3) 71.7
Prior years (6.6) (3.6)
Credit arising from tax rate changes (2.0) (1.3)
Total deferred tax (44.9) 66.8
Total tax charge 29.4 311.6
Tax charge relating to continuing operations 29.4 26.7
Tax charge relating to discontinued operations - 284.9
Tax charge on profit on ordinary activities from continuing and discontinued 29.4 311.6
operations
( )
The tax on adjusting items within the Consolidated Income Statement relates to
the following:
Gross 2023 Tax Gross Tax
2023 2022 2022
Notes £m £m £m £m
Intangible assets amortisation 6 (312.8) 76.8 (275.3) 63.4
Benefit of goodwill amortisation for tax purposes only - (14.5) - (13.1)
Impairment - acquisition-related and other intangible assets 6 (25.1) 6.4 (6.9) 1.5
Reversal of impairment - IFRS 16 right of use assets 6 0.6 (0.1) 0.1 0.3
Reversal of impairment - property and equipment 6 - - 0.7 (0.1)
Acquisition and integration-related costs 6 (73.0) 22.5 (22.0) 3.7
Restructuring and reorganisation costs 6 (11.0) 2.7 1.6 (0.1)
Onerous contracts associated with COVID-19 6 - - (4.7) 1.1
Fair value gain on contingent consideration 6 87.6 - - -
Fair value loss on contingent consideration 6 (12.0) - (5.7) -
Foreign exchange loss on swap settlement 6 (5.6) 1.3 - -
Credit in respect of unallocated cash 6 5.3 (1.2) - -
Fair value gain/(loss) on investments 6 1.3 1.5 (0.9) -
Profit on disposal of subsidiaries and operations 6 3.0 - 11.6 -
Distributions received from investments 6 - - 20.6 (2.5)
Finance costs 6 (0.8) 0.2 (1.3) 0.3
Movement in deferred tax asset on Luxembourg losses - 15.9 - -
Adjustments for prior years - 15.5 - -
Total tax on adjusting items from continuing operations (342.5) 127.0 (282.2) 54.5
The current and deferred tax are calculated on the estimated assessable profit
for the year. Taxation is calculated in each jurisdiction based on the
prevailing rates of that jurisdiction. A reconciliation of the actual tax
expense to the expected tax expense at the applicable statutory rate is shown
below:
2023 2022
£m % £m %
Profit before tax from continuing operations 492.1 168.8
Profit before tax from discontinued operations - 1,778.1
Total profit before tax 492.1 1,946.9
Tax charge at effective UK statutory rate of 23.5% (2022: 19.0%) 115.6 23.5 369.9 19.0
Different tax rates on overseas profits 4.4 0.9 80.1 4.0
Disposal-related items (1.0) (0.2) (128.9) (6.6)
Acquisition-related items (5.2) (1.1) - -
Non-deductible expenditure 10.7 2.1 5.4 0.3
Non-taxable income(1) (27.8) (5.6) (2.9) (0.1)
Benefits from financing structures (8.1) (1.6) (8.1) (0.4)
Tax incentives (1.4) (0.3) (2.1) (0.1)
Adjustments for prior years(2) (31.7) (6.4) (6.5) (0.3)
Net movement in provisions for uncertain tax positions(3) (11.6) (2.4) 6.5 0.3
Impact of changes in tax rates (2.0) (0.4) (1.3) (0.1)
Recognition of deferred tax asset on Luxembourg losses (15.9) (3.2) - -
Movements in other deferred tax not recognised 3.4 0.7 (0.5) -
Tax charge and effective rate for the year 29.4 6.0 311.6 16.0
(1)Non-taxable income includes income in relation to the remeasurement of
contingent consideration
(2)Adjustments for prior years incorporate refinements to tax computations
made on submission and agreement with tax authorities
(3)The net movement in provisions for uncertain tax positions reflects
management's reassessment of the provisions required in relation to historical
tax exposures
In addition to the income tax charge in the Consolidated Income Statement, a
tax charge of £1.2m (2022: £6.7m) has been recognised directly in the
Consolidated Statement of Comprehensive Income during the year.
Current tax liabilities include £43.6m (2022: £48.6m) in respect of
provisions for uncertain tax positions.
On 11 July 2023, the UK government enacted the Pillar 2 income taxes
legislation, effective for the financial year beginning 1 January 2024. Under
the legislation, Informa PLC will be required to pay, in the UK, top-up tax on
profits of its subsidiaries and permanent establishments that are taxed at a
Pillar 2 effective tax rate of less than 15%.
The Group has performed an assessment of the potential exposure to Pillar 2
income taxes. The assessment is based on the most recent tax filings,
country-by-country reporting, and financial statements for the constituent
entities in the Group although it is not based on a full Global Anti-Base
Erosion calculation. Based on this assessment, the majority of entities fall
within the transitional safe harbours or have a simplified effective tax rate
of more than 15%. However, there are a limited number of jurisdictions where
the transitional safe harbour relief may not apply and the Pillar 2 effective
tax rate is below 15%. The legislation is not expected to have a material
impact on the Group.
In future periods, part of this top-up tax may be payable instead in the
relevant jurisdiction, if that jurisdiction implements a Qualifying Domestic
Minimum Top Up Tax. This is expected in some of the jurisdictions in which
Informa operate, although a detailed review of this has not yet been
performed.
10. Dividends
2023 2023 2022 2022
Pence per share £m Pence per share £m
Amounts recognised as distributions to equity holders in the year:
Interim dividend for the year ended 31 December 2022 - - 3.0 43.3
Final dividend for the year ended 31 December 2022 - - 6.8 95.7
Interim dividend for the year ended 31 December 2023 5.8 80.9 - -
Proposed final dividend for the year ended 31 December 2023 12.2 166.9 - -
Total dividend for the year 18.0 247.8 9.8 139.0
As at 31 December 2023 £0.3m (2022: £0.2m) of dividends were still to be
paid, and total dividend payments in the year were £176.6m (2022: £43.3m).
The proposed final dividend for the year ended 31 December 2023 of 12.2p
(2022: 6.8p) per share is subject to approval of Shareholders at the Annual
General Meeting and has not been included as a liability in these Consolidated
Financial Statements. The payment of this dividend will not have any tax
consequences for the Group.
In the year ended 31 December 2023 there were dividend payments of £16.0m
(2022: £9.5m) to non-controlling interests.
11. Earnings per share
Basic
The basic earnings per share (EPS) calculation is based on the profit/(loss)
attributable to the equity holders of the Parent Company divided by the
weighted average number of shares in issue less those shares held by the
Employee Share Trust and ShareMatch.
Diluted
The diluted earnings per share calculation is based on the basic EPS
calculation above except that the weighted average number of shares includes
all potentially dilutive options granted by the reporting date as if those
options had been exercised on the first day of the accounting period or the
date of the grant, if later. In 2023 there were no (2022: nil) potential
ordinary shares which were anti-dilutive and therefore excluded from the
weighted average number of ordinary shares for the purpose of calculating
diluted earnings per share.
Weighted average number of shares
The table below sets out the adjustment in respect of dilutive potential
ordinary shares for use in the calculation of diluted EPS and diluted adjusted
EPS:
2023 2022
Weighted average number of shares used in basic and adjusted basic earnings 1,394,051,260 1,456,167,252
per share
Effect of dilutive potential ordinary shares 8,670,882 8,117,003
Weighted average number of shares used in diluted and adjusted diluted 1,402,722,142 1,464,284,255
earnings per share
Statutory earnings per share from continuing operations
Earnings 2023 Per share amount 2023 Earnings Per share amount 2022
2022
£m Pence £m Pence
Profit for the year 462.7 1,635.3
Adjustments to exclude profit for the period from discontinued operations - (1,493.2)
Earnings from continuing operations and EPS for the purpose of basic EPS 462.7 142.1
Non-controlling interests (43.7) (3.8)
Earnings from continuing operations and EPS for the purpose of statutory basic 419.0 30.1 138.3 9.5
EPS
Effect of dilutive potential ordinary shares (p) - (0.2) - (0.1)
Earnings from continuing operations and EPS for the purpose of statutory 419.0 29.9 138.3 9.4
diluted EPS
( )
Statutory earnings per share from discontinued operations
Earnings 2023 Per share amount 2023 Earnings Per share amount 2022
2022
£m Pence £m Pence
Profit for the year - 1,493.2
Non-controlling interests - -
Earnings from discontinued operations and EPS for the purpose of statutory - - 1,493.2 102.5
basic EPS
Effect of dilutive potential ordinary shares (p) - - - (0.5)
Earnings from discontinued operations and EPS for the purpose of statutory - - 1,493.2 102.0
diluted EPS
( )
Statutory earnings per share from continuing and discontinued operations
Earnings 2023 Per share amount 2023 Earnings Per share amount 2022
2022
£m Pence £m Pence
Profit for the year 462.7 1,635.3
Non-controlling interests (43.7) (3.8)
Earnings and EPS for the purpose of statutory basic EPS 419.0 30.1 1,631.5 112.0
Effect of dilutive potential ordinary shares (p) - (0.2) - (0.6)
Earnings from continuing and discontinued operations and EPS for the purpose 419.0 29.9 1,631.5 111.4
of statutory diluted EPS
( )
Adjusted earnings per share
In addition to basic EPS, adjusted diluted EPS has been calculated to provide
useful additional information on underlying earnings performance. Adjusted
diluted EPS is based on profit attributable to equity Shareholders which has
been adjusted to exclude items that, in the opinion of the Directors, would
distort underlying results (see note 6).
Adjusted earnings per share from continuing operations
( )
Earnings 2023 Per share amount 2023 Earnings 2022 Per share amount 2022
£m Pence £m Pence
Earnings for the purpose of statutory basic EPS/statutory basic EPS (p) 419.0 30.1 138.3 9.5
Intangible asset amortisation 312.8 22.4 275.3 18.9
Impairment - acquisition-related and other intangible assets 25.1 1.8 6.9 0.5
Reversal of impairment - IFRS 16 right of use assets (0.6) - (0.1) -
Reversal of impairment - property and equipment - - (0.7) (0.1)
Acquisition costs 53.3 3.8 11.8 0.8
Integration costs 19.7 1.4 10.2 0.7
Restructuring and reorganisation costs 11.0 0.8 (1.6) (0.1)
Onerous contracts associated with COVID-19 - - 4.7 0.3
Fair value gain on contingent consideration (87.6) (6.3) - -
Fair value loss on contingent consideration 12.0 0.9 5.7 0.4
Foreign exchange loss on swap settlement 5.6 0.4 - -
Credit in respect of unallocated cash (5.3) (0.4) - -
Fair value (gain)/loss on investments (1.3) (0.1) 0.9 0.1
Profit on disposal of subsidiaries and operations (3.0) (0.2) (11.6) (0.8)
Distributions received from investments - - (20.6) (1.4)
Finance costs 0.8 0.1 1.3 0.1
Tax related to adjusting items (127.0) (9.1) (54.5) (3.7)
Non-controlling interest adjusting items 0.6 - (9.5) (0.7)
Earnings and EPS for the purpose of adjusted basic EPS from continuing 635.1 45.6 356.5 24.5
operations
Effect of dilutive potential ordinary shares (p) - (0.3) - (0.1)
Earnings and EPS for the purpose of adjusted diluted EPS from continuing 635.1 45.3 356.5 24.4
operations
Adjusted earnings per share from discontinued operations
Earnings 2023 Per share amount 2023 Earnings 2022 Per share amount 2022
£m Pence £m Pence
Earnings for the purpose of statutory basic EPS/statutory basic EPS (p) - - 1,493.2 102.5
Adjusting items - - (1,463.7) (100.5)
Earnings and EPS for the purpose of adjusted basic EPS from discontinued - - 29.5 2.0
operations
Effect of dilutive potential ordinary shares (p) - - - -
Earnings and EPS for the purpose of adjusted diluted EPS from discontinued - - 29.5 2.0
operations
Adjusted earnings per share from continuing and discontinued operations
Earnings 2023 Per share amount 2023 Earnings 2022 Per share amount 2022
£m Pence £m Pence
Earnings and EPS for the purpose of adjusted basic EPS 635.1 45.6 386.0 26.5
Effect of dilutive potential ordinary shares (p) - (0.3) - (0.1)
Earnings and EPS for the purpose of adjusted diluted EPS 635.1 45.3 386.0 26.4
12. Business combinations
2023 2022
Cash paid on acquisitions, net of cash acquired £m £m
Current year acquisitions
Tarsus(1) 144.3 -
Winsight 296.8 -
HIMSS Global Health Conference & Exhibition 84.0 -
Canalys 37.7 -
LSX 7.5 -
Future Science Group 22.4 -
Prior year acquisitions including deferred and contingent payments
Black Arts 2.2 1.4
Other 1.8 -
Industry Dive - 302.2
Skipta - 4.9
China Bakery - 1.5
Clinerion AG - 2.3
Premiere Shows - 0.4
NetLine Corporation - 2.4
Total cash paid in year, net of cash acquired 596.7 315.1
(1)Includes £5.3m of contingent consideration settled post-acquisition
Informa completed a number of acquisitions during 2023, the most significant
being Tarsus, Winsight, HIMSS and Canalys.
On 17 April 2023 Informa acquired 100% of the shares in Tiger Acquisitions
(Jersey) Limited, which ultimately owns the Tarsus Group (collectively
'Tarsus'). Tarsus owns and operates a portfolio of over 160 live and on-demand
B2B event brands across a number of specialist markets. Total consideration
for Tarsus was £359.4m, of which £168.1m was paid in cash, £169.8m was
settled by the issue of 26.0m shares in Informa Plc at a price of £6.56 per
share, and the remainder represented by deferred Informa equity, determined to
have a fair value of £21.5m at acquisition date, which is contingent upon the
Informa Plc share price reaching £8.50 by 1 June 2025. Immediately upon
completion, Informa repaid £443.9m of Tarsus's external debt, resulting in an
overall cost, excluding fees and the deferred Informa equity, of £781.8m.
On 16 May 2023 Informa acquired 100% of LOE Holdings LLC, the parent company
of Winsight LLC, and its subsidiaries (collectively 'Winsight'). Winsight
provides a range of specialist B2B Services to the Foodservice market,
including events, data and research and media. Total consideration was
£324.4m, of which £314.7m was paid in cash and £9.7m was contingent cash
consideration. The contingent consideration is based on 2023 revenue and
EBITDA performance.
On 1 August 2023 Informa completed the acquisition of the HIMSS Global Health
Conference & Exhibition ('HIMSS') assets. HIMSS Is the largest US event
focusing on information systems and information technology for the health
sector. Total consideration was £84.0m, all of which was paid in cash.
On 1 September 2023 Informa acquired 100% of the issued share capital of
Canalys Pte Ltd and its subsidiaries (collectively 'Canalys'). Canalys is a
specialist market research and analysis business that serves two subsegments
of the Tech market, channel and mobility. Total consideration was £48.6m,
comprised of £41.5m cash, £3.9m in ordinary shares in Informa Plc and £3.2m
contingent consideration. The contingent consideration is based on revenue and
cash performance in the period 1 April 2023 to 31 March 2024.
13. Movements in net debt
Net debt consists of cash and cash equivalents and includes bank overdrafts
when applicable, borrowings, derivatives associated with debt instruments,
finance leases, lease liabilities, deferred borrowing fees and other loan note
receivables (excluding fair value through profit and loss items and amounts
held in escrow) where these are interest bearing and do not relate to deferred
contingent arrangements.
At 1 January 2023 Non-cash Movements Cash flow Exchange movements At 31 December 2023
£m £m £m £m £m
Cash and cash equivalents 2,125.8 - (1,689.2) (47.3) 389.3
Other financing assets
Derivative assets associated with borrowings 2.2 (2.2) - - -
Finance lease receivables 6.7 5.9 (1.3) (0.8) 10.5
Total other financing assets 8.9 3.7 (1.3) (0.8) 10.5
Other financing liabilities
Bond borrowings due in more than one year (1,512.3) - - 19.7 (1,492.6)
Bank loans due in more than one year (41.3) 0.5 7.9 2.5 (30.4)
Bond borrowing fees 8.8 (2.7) - 0.1 6.2
Bank loan fees due in more than one year 2.4 (1.6) 1.2 0.3 2.3
Derivative liabilities associated with borrowings (168.1) 82.0 8.2 - (77.9)
Lease liabilities (270.4) (43.0) 33.8 15.8 (263.8)
Acquired debt (see note 12) - (443.9) 443.9 - -
Bond borrowings due in less than one year (398.4) - 386.0 12.4 -
Total other financing liabilities (2,379.3) (408.7) 881.0 50.8 (1,856.2)
Total net financing liabilities (2,370.4) (405.0) 879.7 50.0 (1,845.7)
Net debt (244.6) (405.0) (809.5) 2.7 (1,456.4)
Included within the net cash outflow of £809.5m (2022: inflow of £1,403.2m)
is £7.9m (2022: £0.4m) of loan repayments. Bank loans include the Curinos
debt acquired as part of the Novantas transaction in 2021, representing
£30.4m ($38.8m) of a drawn loan facility less finance fees of £0.6m ($0.8m).
There are total loan facilities available relating to Curinos of up to $60.0m,
of which $50.0m has a maturity date no later than 28 May 2024 should this
remain undrawn and $10.0m has a maturity date no later than 28 May 2027.
14. Borrowings
Total borrowings, excluding derivative assets and liabilities associated with
borrowings, are as follows:
2023 2022
Notes £m £m
Current
Euro Medium Term Note (€450.0m) - due July 2023 - 398.4
Total current borrowings 13 - 398.4
Non-current
Bank borrowings - other 30.4 41.3
Bank debt issue costs (2.3) (2.4)
Bank borrowings - non-current 13 28.1 38.9
Euro Medium Term Note (€700.0m) - due October 2025 608.2 619.7
Euro Medium Term Note (£450.0m) - due July 2026 450.0 450.0
Euro Medium Term Note (€500.0m) - due April 2028 434.4 442.6
Euro Medium Term Note issue costs (6.2) (8.8)
Euro Medium Term Note borrowings - non-current 13 1,486.4 1,503.5
Total non-current borrowings 1,514.5 1,542.4
Total borrowings 1,514.5 1,940.8
Group level borrowings do not have any financial covenants and do not contain
any pledge of its property and equipment and other intangible assets as
security over loans.
The average debt maturity on our drawn borrowings is currently 2.7 years
(2022: 3.1 years). The Group maintains the following lines of credit:
● £1,050.0m (2022: £1,020.0m) non-current revolving credit
facility, of which £nil (2022: £nil) was drawn down at 31 December 2023.
Interest is payable at SONIA or SOFR plus a margin.
● £77.5m (2022: £91.2m) of Curinos bank borrowings, of which
£30.4m (2022: £41.3m) was drawn at 31 December 2023. Interest is payable at
other offering rates plus a margin.
● £23.2m (2022: £31.7m) comprising a number of bilateral
uncommitted bank facilities that can be drawn down to meet short-term
financing needs, of which £nil (2022: £nil) was drawn at 31 December 2023.
These facilities consist of £10.0m (2022: £10.0m), USD 12.8m (2022: USD
22.3m), AUD 1.0m (2022: AUD 1.0m), CAD 2.0m (2022: CAD 2.0m) and SGD 2.3m
(2022: SGD 2.3m). Interest is payable at the local base rate plus a margin.
● Three bank guarantee facilities comprising in aggregate up to
USD 10.0m (2022: USD 10.0m), €0.9m (2022: €0.9m) and £14.0m (2022:
£14.1m).
The effective interest rate on total borrowing for the year ended 31 December
2023 was 3.4% (2022: 3.0%).
15. Notes to the Cash Flow Statement
2023 2022
Notes £m £m
Continuing operations
Profit before tax 492.1 168.8
Adjustments for:
Depreciation of property and equipment 13.5 11.7
Depreciation of right of use assets 26.3 24.8
Amortisation of other intangible assets 353.9 310.5
Impairment - acquisition-related and other intangible assets 6 25.1 6.9
Reversal of impairment - IFRS 16 right of use assets 6 (0.6) (0.1)
Reversal of impairment - property and equipment 6 - (0.7)
Share-based payments 20.8 17.5
Fair value gain on contingent consideration 6 (87.6) -
Fair value loss on contingent consideration 6 12.0 5.7
Lease modifications (5.1) (3.0)
Profit on disposal of businesses 6 (3.0) (11.6)
Distributions received from investments 6 - (20.6)
Loss on disposal of property, equipment and software 2.4 0.3
Fair value (gain)/loss on investment 6 (1.3) 0.9
Finance income 7 (47.4) (27.5)
Finance costs 8 67.4 74.1
Share of adjusted results of joint ventures and associates (5.8) (2.1)
Operating cash inflow before movements in working capital 862.7 555.6
(Increase)/decrease in inventories (7.4) 0.1
Increase in receivables (16.1) (141.7)
(Decrease)/increase in payables (16.0) 197.2
Movements in working capital (39.5) 55.6
Pension deficit recovery contributions (3.5) (6.9)
Additional pension payment - (16.1)
Pension payment into escrow - (28.2)
Cash generated by continuing operations 819.7 560.0
Cash generated by discontinued operations - 54.7
Cash generated by operations 819.7 614.7
16. Share capital
Share capital as at 31 December 2023 amounted to £1.4m (2022: £1.4m).
2023 2022
£m £m
Issued, authorised and fully paid
1,368,029,699 (2022: 1,418,525,746) ordinary shares of 0.1p each 1.4 1.4
2023 2022
Number of shares Number of shares
At 1 January 1,418,525,746 1,503,112,804
Issue of new shares to Employee Share Trust - 5,000,000
Issue of shares 26,492,800 -
Share buyback (76,988,847) (89,587,058)
At 31 December 1,368,029,699 1,418,525,746
On 17 April 2023, the Company issued 25,957,663 ordinary shares at the nominal
value of 0.1p to Tiger Acquisitions (Jersey) Limited in relation to the
acquisition of Tarsus (see note 12).
On 1 September 2023, the Company issued 535,137 ordinary shares at the nominal
value of 0.1p to Canalys Pte Limited in relation to the acquisition of Canalys
(see note 12).
During 2023, the Company bought back 76,988,847 ordinary shares (2022:
89,587,058) at the nominal value of 0.1p for a total consideration of £548.3m
(2022: £517.0m) and cancelled 76,476,666 (2022: 88,987,197) of these shares.
512,181 shares (2022: 599,861 shares) for consideration of £4.0m (2022:
£3.7m) were settled and cancelled subsequent to year-end.
17. Post balance sheet events
On 10 January 2024 the Group announced an agreement to combine Informa
Tech's digital businesses with TechTarget to create US-listed New TechTarget.
Informa will contribute Informa Tech's digital businesses and c.$350m of cash
for a 57% ownership of New TechTarget. The proposed transaction is expected to
complete in the second half of 2024, subject to TechTarget majority
shareholder approval and customary regulatory approvals.
Glossary of Terms: Alternative Performance Measures
The Group provides adjusted results and underlying measures in addition to
statutory measures, in order to provide additional useful information on
business performance trends to Shareholders. The Board considers these
non-GAAP measures to be a useful and alternative way to measure the Group's
performance in a way that is comparable to the prior year.
The terms 'adjusted' and 'underlying' are not defined terms under IFRS and may
not therefore be comparable with similarly titled measurements reported by
other companies. These measures are not intended to be a substitute for, or
superior to, IFRS measurements. The Financial Review provides reconciliations
of alternative performance measures (APMs) to statutory measures and also
provides the basis of calculation for certain APM metrics. These APMs are
provided on a consistent basis with the prior year.
ADJUSTED RESULTS AND ADJUSTING ITEMS
Adjusted results exclude items that are commonly excluded across the media
sector: amortisation and impairment of goodwill and intangible assets relating
to businesses acquired and other intangible asset purchases of book lists,
journal titles, acquired databases and brands related to exhibitions and
conferences, acquisition and integration costs, profit or loss on disposal of
businesses, restructuring costs and other items that in the opinion of the
Directors would impact the comparability of underlying results. Adjusting
items are detailed in Note 6 to the Consolidated Financial Statements.
Adjusted results are prepared for the following measures which are provided in
the Consolidated Income Statement on page 20: adjusted operating profit,
adjusted net finance costs, adjusted profit before tax (PBT), adjusted tax
charge, adjusted profit after tax, adjusted earnings, and adjusted diluted
earnings per share. Adjusted operating margin, effective tax rate on adjusted
profits and adjusted EBITDA are used in the Financial Review on pages 9, 12
and 15 respectively.
ADJUSTED EBITDA
● Adjusted EBITDA is earnings before interest, tax, depreciation,
amortisation and other non-cash items such as share-based payments and before
adjusting items. The full reconciliation and definition of adjusted EBITDA is
provided in the Financial Review.
● Covenant-adjusted EBITDA for Informa interest cover purposes under
the Group's previous financial covenants on debt facilities is earnings before
interest, tax, depreciation and amortisation and adjusting items. It is
adjusted to be on a pre-IFRS 16 basis.
● Covenant-adjusted EBITDA for Informa leverage purposes under the
Group's previous financial covenants on debt facilities is earnings before
interest, tax, depreciation and amortisation and adjusting items. It is
adjusted to include a full year's trading for acquisitions and remove trading
results for disposals, and adjusted to be on a pre-IFRS 16 basis.
ADJUSTED EFFECTIVE TAX RATE
The adjusted effective tax rate is shown as a percentage and is calculated by
dividing the adjusted tax charge by the adjusted profit before tax. The
Financial Review on page 12 shows the calculation of the adjusted effective
tax rate, which is provided as an additional useful metric for readers on the
Group's tax position.
ADJUSTED NET DEBT
Adjusted net debt for Informa leverage purposes under the Group's previous
financial covenants on debt facilities is translated using average exchange
rates for the 12-month period and is adjusted to include deferred
consideration payable, to exclude derivatives associated with borrowings and
to be on a pre-IFRS 16 basis.
ADJUSTED OPERATING MARGIN
The adjusted operating margin is shown as a percentage and is calculated by
dividing adjusted operating profit by revenue. The Financial Review on page 9
shows the calculation of the adjusted operating margin, which is provided as
an additional useful metric on underlying performance to readers.
ADJUSTED TAX CHARGE
The adjusted tax charge excludes the tax effects of adjusting items, deferred
tax movements relating to tax losses in Luxembourg as well as other
significant one-off items. It includes the allowable tax benefit for goodwill
amortisation in the US and elsewhere.
DIVIDEND COVER
Dividend cover is the ratio of adjusted diluted earnings per share to
dividends per share for the year and is provided to enable year-on-year
comparability on the level at which dividends are covered by earnings.
Dividends consist of the interim dividend that has been paid for the year and
the proposed final dividend for the year. Diluted earnings per share are
adjusted to be stated before adjusting items impacting earnings per share. The
Financial Review on page 14 provides the calculation of dividend cover.
DIVIDEND PAYOUT RATIO
This is the ratio of the total amount of dividends per share paid and proposed
to Shareholders relating to a financial year relative to the adjusted diluted
earnings per share on continuing operations for the year. The dividend payout
ratio is shown on page 14 of the Financial Review.
FREE CASH FLOW
Free cash flow is a key financial measure of cash generation and represents
the cash flow generated by the business before cash flows relating to
acquisitions and disposals and their related costs, dividends, any new equity
issuance or repurchases of own shares and debt issues or repayments. Free cash
flow is one of the Group's key performance indicators, and is an indicator of
operational efficiency and financial discipline, illustrating the capacity to
reinvest, fund future dividends and to repay debt. The Financial Review on
page 15 provides a reconciliation of free cash flow to statutory measures.
INFORMA INTEREST COVER
Informa interest cover is calculated according to the Group's previous
financial covenants on debt facilities and is the ratio of covenant-adjusted
EBITDA for interest cover purposes to adjusted net finance costs and excluding
finance fair value items. It is provided to enable the assessment of our debt
position together with our compliance with these previous specific debt
covenants. The Financial Review on page 18 provides the basis of the
calculation of Informa interest cover.
INFORMA LEVERAGE RATIO
The Informa leverage ratio is calculated according to the Group's previous
financial covenants on debt facilities and is the ratio of net debt to
covenant-adjusted EBITDA for Informa leverage information purposes and is
provided to enable the assessment of our debt position together with
compliance with these previous specific debt covenants. The Financial Review
on page 18 provides the basis of the calculation of the Informa leverage
ratio.
NET CASH/DEBT
Net debt consists of cash and cash equivalents, and includes bank overdrafts
(where applicable), borrowings, derivatives associated with debt instruments,
finance leases, lease liabilities, deferred borrowing fees and other loan
receivables or loan payables where these are interest bearing and do not
relate to deferred consideration arrangements for acquisitions or disposals.
OPERATING CASH FLOW AND OPERATING CASH FLOW CONVERSION
Operating cash flow is a financial measure used to determine the efficiency of
cash flow generation in the business and is measured by and represents free
cash flow before interest, tax, restructuring and reorganisation costs. The
Financial Review on page 16 reconciles operating cash flow to statutory
measures.
Operating cash flow conversion is a measure of the strength of cash generation
in the business and is measured as a percentage by dividing operating cash
flow by adjusted operating profit in the reporting period. The Financial
Review on page 15 provides the calculation of operating cash flow conversion.
UNDERLYING REVENUE AND UNDERLYING ADJUSTED OPERATING PROFIT
Underlying revenue and underlying adjusted operating profit refer to results
adjusted for acquisitions and disposals, the phasing of events, including
biennials, the impact of changes from implementing new accounting standards
and accounting policy changes and the effects of changes in foreign currency
by adjusting the current year and prior year amounts to use consistent
currency exchange rates.
Phasing and biennial adjustments relate to the alignment of comparative period
amounts to the usual scheduling cycle of events in the current year. Where an
event originally scheduled for 2022 or 2023 was either cancelled or postponed
there was an adverse impact on 2022 or 2023 underlying growth as no adjustment
was made for these in the calculation.
The results from acquisitions are included on a pro-forma basis from the first
day of ownership in the comparative period. Disposals are similarly adjusted
for on a pro-forma basis to exclude results in the comparative period from the
date of disposal. Underlying measures are provided to aid comparability of
revenue and adjusted operating profit results against the prior year. The
Financial Review on page 10 provides the reconciliation of underlying measures
of growth to reported measures of growth in percentage terms.
Additional Information and Where to Find It
In connection with the proposed transaction (the "proposed transaction")
between Informa and TechTarget, Toro CombineCo, Inc. ("NewCo" or, after the
completion of the proposed transaction, "New TechTarget") and TechTarget will
prepare and file relevant materials with the Securities and Exchange
Commission (the "SEC"), including a registration statement on Form S-4 that
will contain a proxy statement of TechTarget that also constitutes a
prospectus of NewCo (the "Proxy Statement/Prospectus"). A definitive Proxy
Statement/Prospectus will be mailed to stockholders of TechTarget. TechTarget
and NewCo may also file other documents with the SEC regarding the proposed
transaction. This communication is not a substitute for any proxy statement,
registration statement or prospectus, or any other document that TechTarget or
NewCo (as applicable) may file with the SEC in connection with the proposed
transaction. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND
SECURITY HOLDERS OF TECHTARGET ARE URGED TO READ CAREFULLY AND IN THEIR
ENTIRETY THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY
OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED BY TECHTARGET OR
NEWCO WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE
DOCUMENTS, IN CONNECTION WITH THE PROPOSED TRANSACTION, WHEN THEY BECOME
AVAILABLE BECAUSE THESE DOCUMENTS CONTAIN OR WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. TechTarget
investors and security holders will be able to obtain free copies of the Proxy
Statement/Prospectus (when they become available), as well as other filings
containing important information about TechTarget, NewCo, and other parties to
the proposed transaction (including Informa), without charge through the
website maintained by the SEC at www.sec.gov (http://www.sec.gov/) . Copies of
the documents filed with the SEC by TechTarget will be available free of
charge under the tab "Financials" on the "Investor Relations" page of
TechTarget's internet website at www.TechTarget.com or by contacting
TechTarget's Investor Relations Department at investor@TechTarget.com.
Participants in the Solicitation
Informa, TechTarget, NewCo, and their respective directors and certain of
their respective executive officers and employees may be deemed to be
participants in the solicitation of proxies from TechTarget's stockholders in
connection with the proposed transaction. Information regarding the directors
of Informa is contained in Informa's annual reports and accounts available on
Informa's website at www.informa.com/investors/
(http://www.informa.com/investors/) and in the National Storage Mechanism at
data.fca.org.uk/#/nsm/nationalstoragemechanism. Information regarding the
directors and executive officers of TechTarget is contained in TechTarget's
proxy statement for its 2023 annual meeting of stockholders, filed with the
SEC on April 19, 2023, and in other documents subsequently filed with the
SEC. Additional information regarding the participants in the proxy
solicitations and a description of their direct or indirect interests, by
security holdings or otherwise, will be contained in the Proxy
Statement/Prospectus and other relevant materials filed with the SEC (when
they become available). These documents can be obtained free of charge from
the sources indicated above.
No Offer or Solicitation
This communication is for informational purposes only and is not intended to
and does not constitute an offer to sell or the solicitation of an offer to
buy any securities, or a solicitation of any vote or approval, nor shall there
be any offer, solicitation or sale of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended.
Cautionary Note Regarding Forward-Looking Statements
This communication contains "forward-looking" statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934 that involve substantial risks and uncertainties. All
statements, other than historical facts, are forward-looking statements,
including: statements regarding the expected timing and structure of the
proposed transaction; the ability of the parties to complete the proposed
transaction considering the various closing conditions; the expected benefits
of the proposed transaction, such as improved operations, enhanced revenues
and cash flow, synergies, growth potential, market profile, business plans,
expanded portfolio and financial strength; the competitive ability and
position of NewCo following completion of the proposed transaction; legal,
economic, and regulatory conditions; and any assumptions underlying any of the
foregoing. Forward-looking statements concern future circumstances and results
and other statements that are not historical facts and are sometimes
identified by the words "may," "will," "should," "potential," "intend,"
"expect," "endeavor," "seek," "anticipate," "estimate," "overestimate,"
"underestimate," "believe," "plan," "could," "would," "project," "predict,"
"continue," "target," or the negatives of these words or other similar terms
or expressions that concern TechTarget's or NewCo's expectations, strategy,
priorities, plans, or intentions. Forward-looking statements are based upon
current plans, estimates, and expectations that are subject to risks,
uncertainties, and assumptions. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those indicated or anticipated by such
forward-looking statements. We can give no assurance that such plans,
estimates, or expectations will be achieved, and therefore, actual results may
differ materially from any plans, estimates, or expectations in such
forward-looking statements.
Important factors that could cause actual results to differ materially from
such plans, estimates, or expectations include, among others: that one or more
closing conditions to the proposed transaction, including certain regulatory
approvals, may not be satisfied or waived, on a timely basis or otherwise,
including that a governmental entity may prohibit, delay, or refuse to grant
approval for the consummation of the proposed transaction, may require
conditions, limitations, or restrictions in connection with such approvals or
that the required approval by the shareholders of TechTarget may not be
obtained; the risk that the proposed transaction may not be completed in the
time frame expected by Informa, TechTarget, or NewCo, or at all; unexpected
costs, charges, or expenses resulting from the proposed
transaction; uncertainty of the expected financial performance of NewCo
following completion of the proposed transaction; failure to realize the
anticipated benefits of the proposed transaction, including as a result of
delay in completing the proposed transaction or integrating the relevant
portion of the Informa Tech business with the business of TechTarget; the
ability of NewCo to implement its business strategy; difficulties and delays
in achieving revenue and cost synergies of NewCo; the occurrence of any event
that could give rise to termination of the proposed transaction; potential
litigation in connection with the proposed transaction or other settlements or
investigations that may affect the timing or occurrence of the proposed
transaction or result in significant costs of defense, indemnification, and
liability; evolving legal, regulatory, and tax regimes; changes in economic,
financial, political, and regulatory conditions, in the United States and
elsewhere, and other factors that contribute to uncertainty and volatility,
natural and man-made disasters, civil unrest, pandemics, geopolitical
uncertainty, and conditions that may result from legislative, regulatory,
trade, and policy changes associated with the current or subsequent U.S.
administration; risks related to disruption of management time from ongoing
business operations due to the proposed transaction; certain restrictions
during the pendency of the proposed transaction that may impact TechTarget's
ability to pursue certain business opportunities or strategic transactions;
Informa's, TechTarget's, and NewCo's ability to meet expectations regarding
the accounting and tax treatments of the proposed transaction; the risk that
any announcements relating to the proposed transaction could have adverse
effects on the market price of TechTarget's common stock; the risk that the
proposed transaction and its announcement could have an adverse effect on the
ability of TechTarget to retain customers and retain and hire key personnel
and maintain relationships with customers, suppliers, employees, stockholders,
strategic partners and other business relationships and on its operating
results and business generally; market acceptance of TechTarget's and the
relevant portion of the Informa Tech business's products and services; the
impact of pandemics and future health epidemics and any related economic
downturns, on TechTarget's business and the markets in which it and its
customers operate; changes in economic or regulatory conditions or other
trends affecting the internet, internet advertising and information technology
industries; data privacy and artificial intelligence laws, rules, and
regulations; the impact of foreign currency exchange rates; certain
macroeconomic factors facing the global economy, including instability in the
regional banking sector, disruptions in the capital markets, economic
sanctions and economic slowdowns or recessions, rising inflation and interest
rate fluctuations on TechTarget's and the relevant portion of the
Informa Tech business's results; and other matters included in TechTarget's
filings with the SEC, including in Item 1A of its Annual Report on Form 10-K
for the year ended December 31, 2022 and its Quarterly Report on Form 10-Q for
the quarter ended September 30, 2023. These risks, as well as other risks
associated with the proposed transaction, will be more fully discussed in the
Proxy Statement/Prospectus that will be included in the registration statement
on Form S-4 that will be filed with the SEC in connection with the proposed
transaction. While the list of factors presented here is, and the list of
factors to be presented in registration statement on Form S-4 will be,
considered representative, no such list should be considered to be a complete
statement of all potential risks and uncertainties. Unlisted factors may
present significant additional obstacles to the realization of forward-looking
statements. We caution you not to place undue reliance on any of these
forward-looking statements as they are not guarantees of future performance or
outcomes and that actual performance and outcomes, including, without
limitation, our actual results of operations, financial condition and
liquidity, and the development of new markets or market segments in which we
operate, may differ materially from those made in or suggested by the
forward-looking statements contained in this communication.
Any forward-looking statements speak only as of the date of this
communication. None of Informa, TechTarget, or NewCo undertakes any obligation
to update any forward-looking statements, whether as a result of new
information or developments, future events, or otherwise, except as required
by law. Neither future distribution of this communication nor the continued
availability of this communication in archive form on TechTarget's website at
www.TechTarget.com or Informa's website at www.informa.com/investors
(http://www.informa.com/investors/) should be deemed to constitute an update
or re-affirmation of these statements as of any future date.
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