REG - Informa PLC - Trading Update

InformaAnnouncement

11/01/2024 07:00

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RNS Number : 3184Z  Informa PLC  10 January 2024

 Informa LEI: 5493006VM2LKUPSEDU20

Informa PLC Full Year Trading Update

10 January 2024

Strong 2023 performance, further growth in 2024

Continuing organic and inorganic opportunities provide strong outlook for the
year ahead

Informa (LSE: INF.L), the international B2B Events, B2B Digital Services and
Academic Markets Group today issued a trading update, confirming a strong
performance in 2023 and confidence of further growth in 2024, whilst
separately announcing the combination of Informa Tech's digital businesses
with US-based TechTarget to create a leading platform in B2B Digital Services.

 Stephen A. Carter, Group Chief Executive, said:

 "Informa delivered a standout performance in 2023 and we are committing to
 further strong growth in 2024."

Key Highlights

·      2023 performance…Informa expects (subject to audit) to report
2023 Underlying Revenue Growth of c.30%, Reported Revenue of £3,165m+,
Adjusted Operating Profit of c.£845m and Free Cash Flow of £600m+;

·      Growth drivers for 2024...

·      Structural growth…Live & On-Demand B2B Events and
Specialist Knowledge

·      International reach…Strength in the US and rapidly expanding
economies in the Middle East, China and Asia

·      High growth B2B markets…eg Pharma, Healthcare, Technology,
Health & Nutrition, Beauty and Aviation

·      Revenue visibility…£1bn+ in subscriptions and other recurring
booked revenues

·      Disciplined Balance Sheet…c.1.4x leverage at end 2023

·      2024 Market guidance...2024 guidance targets high single digit
Underlying Revenue Growth, with Reported Revenue of £3,425m-£3,475m and
Adjusted Operating Profit of £945m-£965m (excluding any effect of the
proposed combination with TechTarget; GBP/USD 1.25);

·      Growing Shareholder Returns…The strong operating performance
delivers improving shareholder returns, with £1.06bn of the £1.15bn current
Share Buyback Programme completed by year-end and a 2023 dividend confirmed at
18p, +80% year-on-year;

·      The Power of B2B…Major Live & On-Demand brands, rich
specialist B2B content and additional Digital Services, are delivering volume
and value growth across Informa Markets, Informa Connect and Informa Tech,
leading to c.40% aggregate underlying revenue growth in 2023 and a target of
high single digit growth in 2024 (excluding any effect of the proposed
combination with TechTarget);

·      Acceleration in B2B Digital Services…Today we have announced
the combination of Informa Tech's digital businesses with US-based TechTarget,
creating a leading platform in B2B Digital Services, underpinned by IIRIS,
Informa's first party data platform, complementing the Group's leadership
position in Live and On-Demand B2B Events. Post completion in H2 2024, this
combination will take annual B2B revenues to c.£3bn;

·      Academic Strength…Acceleration in Open Research volumes and
other Pay-to-Publish Services, combined with underlying strength in
Pay-to-Read Subscriptions underpins our 2024 underlying revenue growth target
of c.4%, following a c.3% growth performance in 2023.

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 today's proposed combination with
TechTarget, strengthens Informa's operating model:

Investor Presentation

Informa PLC

Informa will host an investor presentation at 11am UK time on 11 January 2024,
focusing on its strong trading performance in 2023, the outlook for 2024, and
today's announcement on TechTarget. This will be held in person at its offices
at 240 Blackfriars, London, SE1 and webcast live via www.informa.com
(http://www.informa.com) , hosted by Group Chief Executive, Stephen A. Carter,
and Group Finance Director, Gareth Wright. They will be joined by the Informa
Tech CEO, Gary Nugent and TechTarget Chief Executive, Michael Cotoia.

The live webcast can be accessed via www.informa.com (http://www.informa.com)
or via https://brrmedia.news/INF_CU24 (https://brrmedia.news/INF_CU24) .

For those participants that would like to ask questions, the dial in is as
follows:

Password if prompted: Informa Update

UK: 0808 109 0700 or +44 (0)330 551 0200

 

 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 / Simon Duke - Teneo                             +44 (0) 7583 413254 / +44 (0) 7815 779225

 

 

Additional Information and Where to Find It

In connection with the proposed transaction (the "proposed transaction")
between Informa and TechTarget, TechTarget 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 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 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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