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UBM PLC - Final Results.

 1 March 2013
 Strategic milestone - focused for growth
 Results for the year ended 31 December 2012 


- Agreed disposal of Data Services businesses ("Delta")

- Revenues from continuing operations rose 2.0% to [pounds sterling]797.8m - organic revenue growth of 6.0%

- Events organic revenue growth of 11.9% with operating profit up to [pounds sterling]142.4m

- Emerging Markets revenues up 18.1% to [pounds sterling]204.7m with operating profit of [pounds sterling]61.7m

- Adjusted operating profit from continuing operations up 1.6% to [pounds sterling]177.0m

- Fully diluted adjusted EPS for continuing operations up 3.3% to 49.8p - including Delta: 59.1p

- [pounds sterling]60.6m invested in acquiring eight events businesses and the remaining Canada Newswire stake

- Recommending final dividend of 20.0p (2011: 20.0p) to bring total dividend to 26.7p, up 1.5%

David Levin, UBM's Chief Executive Officer, commented:
 "2012 has been another good year for UBM both operationally and
strategically. We grew overall revenues and profits, with robust
underlying revenue growth in our key Events and PR Newswire businesses.
Events now account for three quarters of the Group's continuing
operating profit. We have continued to focus on large tradeshows; in
2012, 100 annual events generated revenues of more than [pounds
sterling]1m - accounting for 85% of annual event revenues."
"The sale of the Delta businesses is a significant strategic step
which simplifies UBM's business, improves the quality of our
earnings, enhances underlying growth rates and removes the challenge of
transitioning the Delta businesses to the digital environment. We can
now focus on further developing UBM as a fast-growing and increasingly
profitable events-led marketing services and communications
business." 


To view the Multimedia News Release, please click:

http://www.multivu.com/mnr/58704-ubm
 Financial summary 2012 2011 Change Change at
Underlying
 CC
Change
 [pounds sterling]m [pounds
sterling]m % % % Revenue (Continuing)
797.8 782.3 2.0 2.1 6.0 Adjusted operating profit
177.0 174.2 1.6 - - (Continuing)
Adjusted operating profit margin 22.2% 22.3% -0.1%pt -
- (Continuing) EBITDA 189.7 186.0 2.0
- - Adjusted PBT (Continuing) 151.8 149.7 1.4
- - Diluted adjusted EPS (pence) 49.8p 48.2p 3.3
- - (Continuing)
Diluted adjusted EPS (pence) (Total) 59.1p 56.8p 4.0 -
- Dividend per share (pence) 26.7p 26.3p 1.5 -
- Cash generated from operations 189.8 203.7 -6.8 -
-
IFRS Statutory results 2012 2011 Change
 [pounds sterling]m
[pounds sterling]m %


Revenue from Continuing operations 797.8 782.3 2.0 Operating profit from Continuing
 149.3 138.6 7.7 


operations
 Profit after tax from Continuing 121.2 72.3
67.6 


operations

Profit/(loss) on Discontinued operations (163.1) 13.8 - EPS (pence)of Continuing operations 45.3 25.4 78.3 Weighted av. no. of shares (millions) 244.4 243.5 - Net debt
 553.4 525.3 -
 Following the strategic review of the Data Services businesses
("Delta") the Financial Statements have been restated to
reflect Delta as a discontinued operation. The continuing operations
exclude the results of the Delta businesses.
2012 Operational Highlights
 2012(1) 2011(1) Change Change at
Underlying
 CC
Change
 [pounds sterling]m
[pounds sterling]m % % % Revenue Events
437.6 391.9 11.7 12.6 11.9 PR Newswire
196.4 187.8 4.6 3.8 4.5


Marketing Services - Online& Print 163.8 202.6 -19.2 -19.4
 -4.6 Continuing Revenue 797.8 782.3
2.0 2.1 6.0 Discontinued - Delta 179.3
190.0 -5.6 Total Revenue 977.1 972.3
0.5
 Adjusted Operating Profit Events 142.4
133.3 6.8 6.0 PR Newswire 43.5
41.0 6.1 5.1


Marketing Services - Online& Print 6.8 14.2 -52.1 -52.4 Net corporate costs
 (15.7) (14.3) 9.8 9.8 


Continuing Adjusted Operating Profit 177.0 174.2 1.6 1.5 Discontinued - Delta
 26.7 27.7 -3.6 


Total Adjusted Operating Profit 203.7 201.9 0.9
 Adjusted Operating Profit Margin Events
32.5% 34.0% -1.5%pt PR Newswire 22.1%
21.8% 0.3%pt 


Marketing Services - Online& Print 4.2% 7.0% -2.8%pt Continuing Adjusted Operating Profit 22.2% 22.3% -0.1%pt Margin Discontinued - Delta
 14.9% 14.6% 0.3%pt 


Total Adjusted Operating Profit 20.8% 20.8% 0.0%pt Margin

(1) See table of note 2 of the Financial statements relating to the reclassification following the Delta announcement

Events

- Events revenues rose to [pounds sterling]437.6m (2011: [pounds sterling]391.9m) benefitting from strong performance in the portfolio and the addition of a number of acquisitions. Underlying revenue growth was 11.9%

- Continued to develop large events - 100 events with revenues greater than [pounds sterling]1m accounted for 85% of annual revenues (2011: 83 events accounted for 79% of annual revenues)

- Emerging Markets accounted for 43.0% of annual event revenue in 2012 (2011: 39.4%) with underlying revenue growth of 15.0%

- Continued to strengthen the portfolio with eight acquisitions during the year contributing [pounds sterling]10.0m to 2012 reported revenues

- 2012 biennial event revenues were [pounds sterling]24.8m (2011: [pounds sterling]34.0m - restated to reflect biennials now run annually)

- Adjusted operating profit was [pounds sterling]142.4m (2011: [pounds sterling]133.3m) representing an operating margin of 32.5% (2011: 34.0%)

- The reduction in margin reflects the lower contribution from biennial events relative to 2011. The operating leverage in key annual shows was offset by investment in organic initiatives, to improve the quality of the portfolio, and higher employee costs in Asia in the later part of 2012

PR Newswire

- PR Newswire's revenues rose to [pounds sterling]196.4m (2011: [pounds sterling]187.8m) with underlying growth of 4.5%

- US Distribution revenues grew 5.6% on an underlying basis, reflecting an increase in average revenue per message and an increase in newer distribution products
 - US Other revenue declined 9.1% on an underlying basis, reflecting a
[pounds sterling]1.1m reduction in royalty revenues on termination of
the Vocus agreement, partially offset by the launch of Agility in June 


- Revenues from new multimedia, targeting and monitoring products grew 41.0% during 2012 to [pounds sterling]7.6m

- Revenues at Vintage rose 24.1% on an underlying basis, driven by growth in XBRL related services, albeit from a low base in 2011
 - Revenues at Canada Newswire were stable, reflecting growth in
distribution offsetting broadcast and webcast production revenue
declines. The acquisition of the remaining 50% will enable us to drive
revenue and cost synergies between Canada and the US over time 


- PR Newswire Europe underlying revenue growth of 2.7% reflected good performance in the UK and Nordic regions offsetting softness in France and Germany. There was continued good underlying revenue growth of 8.0% in Asia and Latin America, albeit off a small base

- Full year adjusted operating profit was [pounds sterling]43.5m (2011: [pounds sterling]41.0m) representing an operating margin of 22.1% (2011: 21.8%). The margin improvement reflects some operating leverage, particularly in US Distribution, offset by the dilutive impact of new product launches which have yet to gain scale

Marketing Services - Online & Print
 - Marketing Services - Online & Print combined revenue decreased to
[pounds sterling]163.8m (2011: [pounds sterling]202.6m) largely
reflecting portfolio rationalisation and continuing print declines.
Revenues on an underlying basis declined 4.6%, with an underlying
decline in print revenues of 16.9% 


- Figures for Marketing Services now include revenues of retained Data Services products (totalling [pounds sterling]23m in 2012) which have been reclassified as Marketing Services - Online

- Underlying Online revenue growth of 1.8% reflects growth from webcasts and other engagement products offset by reduced advertising spend, notably in technology, electronics and healthcare verticals

- The underlying Print revenue decline of 16.9% was driven predominantly by reduced advertising and general marketing spend, particularly in technology, built environment and healthcare verticals

- We have continued to rationalise the print portfolio. We have disposed of or discontinued 27 print titles. 2012 revenues for Print were [pounds sterling]51.3m (2011: [pounds sterling]85.9m)

- During 2012 we reduced costs of our marketing services operations by [pounds sterling]31.4m. This was achieved through disposals, title closures and restructuring our teams

- Marketing Services - Online & Print adjusted operating profit of [pounds sterling]6.8m (2011: [pounds sterling]14.2m) representing an operating margin of 4.2% (2011: 7.0%). Profitability, albeit at a reduced level, was maintained despite restructuring of the business through the year

Summary Outlook

We are encouraged by prospects for UBM. We enter the year with a well defined business providing quality products with robust business models in growing economies and sectors. We believe we are well positioned for future growth.
 Based on current conditions in the markets we serve and the wider
macroeconomic context, we expect Group underlying revenue growth in the
range of 3-7% during 2013. We anticipate continued attractive Events
growth, albeit more in line with long term sustainable economic growth
rates, and continued growth at PR Newswire. Marketing Services revenues
will continue to reflect the secular transition away from print
advertising revenue, and our focus on creating profitable business
models which are supportive of our events franchises.
Adjusted operating margin for the Group is expected to be approximately
21-23% reflecting sustained profitability of our core businesses. We
expect continued margin stability at PR Newswire and will focus on
improvement in Marketing Services. Events margin will likely reflect
some biennial uplift moderated by continued organic investments and cost
inflation in a number of our fast-growing core markets. Group margin is
also expected to be tempered by the absence of recurring corporate
sundry income.
Following the disposal of Delta we look forward to further developing
UBM as a fast-growing and increasingly profitable events-led marketing
services and communications business.
Contacts
Media
Peter Bancroft Director of Communications E-mail
communications@ubm.com Direct telephone +44
20 7921 5961
Chris Barrie Citigate Dewe Rogerson E-mail
chris.barrie@citigatedr.co.uk Direct telephone
+44 20 7282 2943 Mobile +44 796 872
72 89
Investor Relations Kate Postans Head of Investor
Relations E-mail Kate.postans@ubm.com
Direct telephone +44 20 7921 5023
UBM will host a presentation at 11am at the London Stock Exchange, 10
Paternoster Square, EC4M 7LS. A live webcast of the results presentation
will be made available from UBM's website. To access the webcast
please go to www.ubm.com. A recording of the webcast will also be
available on demand from UBM's website, www.ubm.com after 4pm.
Notes re financial disclosure
Throughout this announcement: 


a) Where quoted, underlying growth rates exclude currency movements, discontinued revenues, proforma revenues from acquisitions and biennial events.

b) Adjusted operating profit represents operating profit excluding amortisation of intangible assets arising on acquisitions, exceptional items and share of taxation on profit from joint ventures and associates.

c) Adjusted operating margin relates to our adjusted operating profit. It is adjusted operating profit expressed as a percentage of revenues.

d) Adjusted earnings per share is before amortisation of intangible assets arising on acquisitions, certain exceptional items, deferred tax on intangible assets, share of taxation on profit from joint ventures and associates, taxation relating to exceptional items and net financing income/expense - other.
e) Cash conversion is the ratio of adjusted cash generated from
operations to adjusted operating profit. Adjusted cash generated from
operations represents adjusted operating profit, before depreciation and
profit from associates and joint ventures, after capital expenditure,
movements in working capital, dividends from associates and joint
ventures and non cash movements. 


f) UBM's Emerging Markets comprise the non-G10 countries - most notably: China, Brazil, India, Thailand, Singapore, Indonesia, Malaysia, Philippines, Mexico and UAE.
 Notes to Editors
About UBM plc
UBM plc is a leading global business media company. We inform markets
and bring the world's buyers and sellers together at events,
online, in print and provide them with the information they need to do
business successfully. Our 6,500 staff in more than 30 countries are
organised into specialist teams which serve commercial and professional
communities, helping them to do business and their markets to work
effectively and efficiently. 


For more information, go to www.ubm.com;

Follow us at @UBM_plc to get the latest UBM news.
 EVENTS
 2012(1) 2011(1) Change Change at
Underlying
 CC
Change
 [pounds sterling]m [pounds
sterling]m % % % Annual Events Revenue
412.8 357.9 15.3 16.4 - Biennial Events Revenue
24.8 34.0 -27.1 -27.3 - Total Revenue
437.6 391.9 11.7 12.6 11.9


Total Adjusted Operating Profit 142.4 133.3 6.8 Total Adjusted Operating Profit 32.5 34.0 -1.5%pt Margin

(1) See table of note 2 of the Financial Statements relating to reclassification following the Delta announcement. In addition to this the 2011 figures have been restated to reflect [pounds sterling]2.2m of biennial events now classified as annual and additional [pounds sterling]5.6m of annual events revenue reclassified during the formation of the UBM Technology business unit
 We remain encouraged by the progress of our Events segment which now
accounts for over half (54.9%) of UBM's continuing revenues (2011:
50.1%) and nearly three quarters (73.9%) of total continuing adjusted
operating profit before corporate costs (2011: 70.7%). Total reported
revenues grew to [pounds sterling]437.6m (2011: [pounds
sterling]391.9m), benefitting from strong performance in the portfolio
and the addition of a number of shows acquired in 2011 and 2012, most
notably Ecobuild and the Malaysian International Furniture Fair
("MIFF").
Annual event revenues grew 15.3% to [pounds sterling]412.8m (2011:
[pounds sterling]357.9m). Annual stand revenues rose 16.3% to [pounds
sterling]286.1m (2011: [pounds sterling]246.1m), sponsorship and other
revenues increased 13.7% to [pounds sterling]81.9m (2011: [pounds
sterling]72.0m) and attendee revenues were up 12.6% to [pounds
sterling]44.8m (2011: [pounds sterling]39.8m). A total of 53,500
companies exhibited at our annual events during the year which is an
increase of 9.1% (2011: 49,000). The square metres of our annual
portfolio increased by 12.4% to 1.4m (2011:1.2m) while visitor numbers
increased by 7.4% to 1.6m (2011:1.5m).
The performance of our top 20 shows continues to be a key driver and
2012 revenues from the largest 20 shows accounted for 48.4% of annual
revenues. As at 31 January 2013, forward bookings for those top 20
events were up 12.7% reflecting both the underlying strength of these
events, good confidence levels resulting in early bookings and some
rebook timing distortions. We continue to focus on large events within
our portfolio. We organised 100 annual events which generated revenues
of more than [pounds sterling]1m and these accounted for 85% of our
annual revenues (2011: 83 events of >[pounds sterling]1m accounted
for 79%). As part of our drive to improve the quality of the overall
portfolio we launched 22 new geo-adaptations, principally in China and
India. We also discontinued a number of events which had generated
revenues of [pounds sterling]12.4m in 2011. 


In 2012 we hosted 35 biennial events which contributed [pounds sterling]24.8m of revenue (2011: 18 events, [pounds sterling]34.0m). 2012 biennial revenues included incremental revenues from acquired events.

We invested [pounds sterling]30.5m (including [pounds sterling]6.4m of contingent and deferred consideration) buying outright or majority interests in eight events businesses which contributed [pounds sterling]10.0m to 2012 reported events revenue. Had we owned these businesses since 1 January 2012 they would have contributed a further [pounds sterling]2.3m.
 On an underlying basis annual events revenue grew 11.9% over the prior
period.
Annual Events Revenue 2012(1) 2011(1) Change Change at Underlying
 CC Change
 [pounds sterling]m [pounds
sterling]m % % % Emerging Markets 177.5
140.9 26.0 28.4 15.0 N. America 117.0
104.7 11.7 9.8 9.2 UK 58.6
49.2 19.1 18.9 8.1 Continental Europe 46.4
52.2 -11.1 -6.6 10.3 RoW 13.3
10.9 22.0 24.3 21.2 Annual Events Revenue 412.8
357.9 15.3 16.4 11.9
 


(1) See table of note 2 of the Financial Statements relating to reclassification following the Delta announcement. In addition to this the 2011 figures have been restated to reflect [pounds sterling]2.2m of biennial events now classified as annual and an additional [pounds sterling]5.6m of annual events revenue reclassified during the formation of the UBM Technology business unit
 The previous table shows revenue for annual events split by geography.
Emerging Markets now account for 43.0% of our annual event revenues,
from 39.4% in 2011. China accounts for 31.4% of annual Events revenues
and is now our largest single market. Revenues from China rose 15.3%
during 2012 driven by strong double digit growth at events such as
Furniture China, CBME and CPhI China, plus incremental revenue
contribution from Dentech, which was acquired during the year. Events in
our other Emerging Markets, particularly in ASEAN, Middle East/Africa
and India also performed well. This growth was supported by additional
revenues from the MIFF (Malaysia) and NegociosTrilhos (Brazil)
acquisitions. Organic event revenue growth for Emerging Markets was
15.0%.


North American revenues grew 9.2% on an underlying basis with strong growth at Game Developer Conference, Black Hat and Enterprise Connect offsetting softness in our shows serving semi-conductor related verticals. The acquisitions of 4GWorld and Airport Cities also contributed to reported revenue growth.

Reported revenues from UK annual events were up 19.1% reflecting the addition of the Ecobuild acquisition. This offset softer underlying performances at events such as Interiors and Decorex which were impacted by the challenging conditions in the UK Built Environment.
 European annual revenues fell 11.1% partially owing to rotation of
peripatetic World Routes show from Berlin to Abu Dhabi. Underlying
European annual revenue growth was 10.3% driven by good performances at
CPhI, ICSE and the MEDTEC franchise. Reported Rest of World revenues
were up 22.0%, owing to the rebound in Japan reflecting recovery from
the impact of the earthquake and tsunami in 2011.
Adjusted operating profit rose 6.8% to [pounds sterling]142.4m (2011:
[pounds sterling]133.3m); operating margin was 32.5% (2011: 34.0%). The
decline from 2011 was largely a reflection of the absence of
contribution from our strong odd-year biennial shows. The positive
contribution from acquired events, combined with operating leverage at
some large annual events, offset dilution from higher Asian wage costs,
new geo-adaptations, new launches and investment in other Global Events
Momentum ("GEM") initiatives.
We expect continued attractive organic growth in 2013, albeit more in
line with long term sustainable growth rates in excess of GDP growth in
our served markets. The phasing of shows by sector and geography within
our portfolio is such that Q1 performance is likely to look subdued and
the growth will principally be delivered by our Emerging Markets events
in the second half of the year. Events margin for 2013 will likely
reflect some biennial uplift (in the second half), although this will be
moderated by cost inflation in a number of our fast-growing core markets
and continued investments in the portfolio (including geo-adaptations,
new launches and initiatives around improving customer experience and
investments to enhance health and safety
standards).
PR Newswire
 2012 2011 Change Change at
Underlying
 CC
Change
 [pounds sterling]m [pounds
sterling]m % % % US Distribution
94.9 88.7 7.0 5.8 5.6 US Other
19.7 21.4 -7.9 -9.2 -9.1 US Vintage
20.8 17.9 16.2 14.9 24.1 Canada Newswire
30.7 30.8 -0.3 0.0 0.2 PR Newswire Europe
19.2 18.7 2.7 2.7 2.7 PR Newswire Asia & LatAm
11.1 10.3 7.8 7.8 8.0 Total Revenue
196.4 187.8 4.6 3.8 4.5


Total Adjusted Operating Profit 43.5 41.0 6.1 Total Adjusted Operating Profit 22.1 21.8 0.3%pt Margin

PR Newswire revenue grew 4.6% in 2012 to [pounds sterling]196.4m (2011: [pounds sterling]187.8m). Revenues were up 4.5% on an underlying basis.
 US Distribution reported revenues increased to [pounds sterling]94.9m
reflecting good organic growth of 5.6%. This was largely driven by
continued success in up-selling multimedia press releases. The overall
number of releases was stable in 2012. US Distribution revenue committed
under contracts increased from [pounds sterling]19.9m as at 31 December
2011 to [pounds sterling]26.3m as at 31 December 2012.
US Other products revenues fell 9.1% on an underlying basis to [pounds
sterling]19.7m. This decrease was driven by a reduction in broadcast
services revenue and [pounds sterling]1.1m loss of royalty revenue
following the termination of the contract with Vocus, in H2, as we
launched our proprietary targeting and monitoring product, Agility. 


US Vintage revenues grew 24.1% on an underlying basis to [pounds sterling]20.8m, driven largely by increased XBRL filing revenues albeit from a low base in 2011.
Revenues generated at Canada Newswire remained essentially flat at
[pounds sterling]30.7m reflecting a favourable variance in Distribution,
offset by reductions in broadcast and webcast production revenue
compared to 2011. In November we acquired the remaining 50% stake of CNW
for [pounds sterling]30.1m. Full ownership will enable PR Newswire to
implement an aligned commercial, product development and infrastructure
strategy across its North American business. This alignment is expected
to result in cost synergies and incremental revenues in Canada by
providing customers with access to PR Newswire's full range of
product offerings and by enabling the two organisations to work together
in accelerating the trend towards higher engagement products.
 Other international revenues rose 4.5% to [pounds sterling]30.3m (2011:
[pounds sterling]29.0m). PR Newswire Europe's revenues increased by
2.7% to [pounds sterling]19.2m (2011: [pounds sterling]18.7m) largely
driven by a continued strong performance from the UK and the Nordic
region. The PR Newswire Asia and Latin American revenues increased by
8.0% on an underlying basis, mainly reflecting good performance of our
distribution network across Asia. 


Adjusted operating profit for PR Newswire was [pounds sterling]43.5m resulting in a margin of 22.1% (2011: 21.8%). The 0.3 percentage point rise reflects some operating leverage, particularly in US Distribution, offset by dilutive impact of new product launches which have yet to gain scale.
 We expect continued good levels of growth in PR Newswire during 2013.
The margin will remain at a similar level, with expected operating
leverage being largely offset by continued investment in new products.
We believe our ability to drive earned media placement coupled with the
growing development of content marketing trends make PR Newswire well
placed for long term structural growth. 


MARKETING SERVICES - ONLINE & PRINT
 2012(1) 2011(1) Change Change at
Underlying
 CC
Change
 [pounds sterling]m [pounds
sterling]m % % %


Marketing Services - Online 112.5 116.7 -3.6 -4.1 1.8 Marketing Services - Print
 51.3 85.9 -40.3 -40.3 


-16.9

Total Marketing Services Revenue 163.8 202.6 -19.2 -19.4 -4.6 Total Adjusted Operating Profit 6.8 14.2 -52.1 -52.4 Total Adjusted Operating Profit 4.2 7.0 -2.8%pt Margin

(1) See table of note 2 of the Financial Statements relating to reclassification following the Delta announcement. In addition to this the 2011 figures have been restated to reflect an additional [pounds sterling]3.9m of Online revenue reclassified during the formation of the UBM Technology business unit
 Marketing Services remains a key area of focus for management in 2013
and we have successfully removed [pounds sterling]31.4m of cost. This
includes restructuring our UBM studios business; in 2012 we created 122
digital environments compared to over 250 in 2011.
Total Marketing Services revenue fell 19.2% to [pounds sterling]163.8m
(2011: [pounds sterling]202.6m). During 2012, we discontinued or
disposed of 27 print titles. The print portfolio which has been
rationalised had contributed [pounds sterling]4.2m of revenue in 2012
prior to being sold or discontinued, as compared to [pounds
sterling]29.8m full year revenues in 2011. 


Aside from the portfolio rationalisation, the structural decline in print continues, especially within the technology, electronics, construction and healthcare verticals. The underlying print revenue decline was 16.9%.
Online underlying revenue growth was 1.8%. Online engagement
products made good progress and at the year end there were 34 live
communities, up from 11 last year. Good revenue growth from these higher
engagement products was largely offset by reduced advertising spend,
notably in the technology, construction and electronics verticals and a
reduction in unprofitable virtual events revenues. 


The structural declines of print and the disposal of assets resulted in a decline in adjusted operating profit to [pounds sterling]6.8m (2011: [pounds sterling]14.2m) with operating margins of 4.2%.
Marketing Services revenues will continue to reflect the secular
transition away from print advertising and our focus on development of
profitable sustainable business models which are well aligned with our
events portfolio. As part of this, in November, we appointed a Chief
Content Officer to focus upon identifying the appropriate business
models, which bring content and engagement to the communities we serve
365 days a year. We expect margins to improve over time given this focus
on both the continued restructuring of the business and its renewal. 


Chief Financial Officer's Review

The financial results for 2012 reflect another good year for UBM, both operationally and strategically. The results show notable underlying growth in our key Events and PR Newswire segments as well as significant progress in repositioning our portfolio through organic development, acquisitions and divestitures.
 Most notable among these has been the disposal of our Data Services
businesses ("Delta"), announced on 5 February 2013. Electra
Partners LLP ("Electra") has made a binding offer to purchase
the Delta portfolio for a consideration of [pounds sterling]160m
including a [pounds sterling]40m vendor loan note. The offer is subject
to consultation with the relevant works council in France (which was
completed on 22 February 2013) and certain regulatory and other
approvals. Assuming satisfaction of these conditions completion is
expected between March and July 2013. Under the terms of the agreement
with Electra the economic benefit and risks of ownership of Delta will
accrue to Electra from 1 January 2013.
Delta represents the bulk of UBM's Data Services segment, and also
includes operations previously reported within the Events, Marketing
Services - Online and Marketing Services - Print segments. It operates
in the Health, Technology & IP, Trade & Transport, and Paper
industries. The disposal is a significant strategic step for UBM as it
tightens our focus on core businesses, and improves the quality and
growth profile of the Group's earnings. Given the status of the
strategic review process at 31 December 2012, the Delta businesses are
classified as discontinued in these 2012 consolidated results. The
following financial statements reflect the discontinuation of the Delta
businesses, and the commentary focuses principally on the continuing
operations of UBM.
UBM has retained a number of data services products which are closely
related to retained businesses and were not subject to our strategic
review. The revenues from these retained products have been reclassified
to Marketing Services and Events, for 2012 and prior periods to
facilitate comparison. For more detail on this reallocation, please see
the table in note 2.
Continuing revenues in 2012 were [pounds sterling]797.8m, 2.0% higher
than in 2011 (2011: [pounds sterling]782.3m) driven by strong underlying
performance of the Events and PR Newswire segments. Continuing adjusted
operating profit1 for 2012 was 1.6% higher at [pounds sterling]177.0m
(2011: [pounds sterling]174.2m). Continuing margins1 fell slightly by
0.1ppts to 22.2% (2011: 22.3%) reflecting the biennial cycle in Events
and higher net corporate costs.
During 2012 we invested [pounds sterling]10.2m in the implementation of
a Group wide finance and reporting system. This project has been
focused on our Events-led businesses, and we expect it will result in
greater efficiency (and reduced costs) in finance and administrative
processes, as well as significantly enhanced capacity to manage on the
basis of timely and consistent information across our businesses,
supporting the benchmarking and best practice initiatives showcased in
GEM.
As at 31 December 2012 net debt was [pounds sterling]553.4m,
representing 2.5 times 2012 EBITDA. The increase from net debt of
[pounds sterling]525.3m (2.4 times 2011 EBITDA) at the end of 2011
reflects cash investment in acquisitions and the outstanding equity of
Canada Newswire during the year, totalling [pounds sterling]88.3m.
Adjusting for the [pounds sterling]100m of anticipated Delta cash
proceeds (net of working capital adjustments), year end net debt would
have been approximately [pounds sterling]453m. On continuing EBITDA of
[pounds sterling]189.7m this implies a proforma debt to EBITDA ratio of
2.4x. 


*UBM uses a range of business performance indicators to help measure its development against strategy and financial objectives. All non-IFRS measures have been noted with a '1' and additional information on these measures has been provided at the end of this section.
 Summary Income Statement
 IFRS Measures As
adjusted(b) [pounds sterling]m FY
2012 FY 2011 % Change FY 2012 FY 2011 % Change Continuing Revenue
797.8 782.3 2.0 797.8 782.3 2.0 Operating expenses
(excluding (a) line items below) (608.1)
(596.3) (608.1) 


(596.3)
 Share of tax on profit in JV & associates (a)
(1.1) (0.7) (b) 


(b)
Other exceptional items (a) 0.1 (4.8)
(b) 


(b)
Impairment charges (a) (1.0) (3.7)
(b)
 (b) EBITDA 189.7 186.0 2.0 Depreciation (a) (12.7)
(11.8) 7.6 (12.7) (11.8) 7.6 EBITA
177.0 174.2 1.6
Amortisation - intangible assets (b)
 (b) arising on acquisition (a) (25.7) (26.4) Operating
profit 149.3 138.6 7.7 177.0 174.2
1.6 Net interest expense (27.9) (27.6)
(27.9) (27.6) Exceptional finance expense 3.1 (29.4)
(b) (b)
Financing income - pension schemes 2.7 3.1 2.7
 3.1 Financing income - other 1.8 1.2
(b) (b) Financing expense - other (1.7) (0.7)
(b) (b) PBT 127.3 85.2
49.4 151.8 149.7 1.4 Taxation
(6.1) (12.9) (17.4) (19.9)
PAT from continuing operations 121.2 72.3 67.6 134.4
129.8 3.5 Discontinued operations PAT and exceptional items
16.5 13.8 23.2 21.3 Loss on assets held for sale
(179.6) - - - Profit for the year
(41.9) 86.1 157.6 151.1 Non-controlling interests
(10.5) (10.4) (10.5) (10.4) Attributable profit
(52.4) 75.7 147.1 140.7
Weighted average no. of shares (million)
244.4 243.5 244.4 


243.5
 Fully diluted weighted average no. of share (million)
249.0 247.8 249.0 


247.8
 Earnings per share (pence) Continuing operations - basic
45.3 25.4 78.3 50.7 49.0 3.5 Continuing operations -
diluted 44.5 25.0 78.0 49.8
 48.2 3.3 Profit for the year - basic (21.4) 31.1
(168.8) 60.2 57.8 4.2 Profit for the year - diluted
(21.4) 30.6 (169.9) 59.1 56.8 4.0 Dividend per share
(pence) 26.7 26.3 1.5 26.7 26.3 1.5 


(a) Expenses not included within Operating expense figure
 (b) All non-IFRS measures and business performance measures have been
notated with a '1' and additional information on these
measures has been provided at the end of this section.
Discontinued operations
Total revenue for the year from Delta fell to [pounds sterling]179.3m
(2011: [pounds sterling]190.0m) with adjusted operating profit1 down
[pounds sterling]1.0m to [pounds sterling]26.7m (2011: [pounds
sterling]27.7m). The decline reflects a significant decline in
contribution from the Technology & IP business and continued
declines in Trade & Transport.
The classification as held for sale requires assets and liabilities to
be measured at the lower of their carrying amounts and fair value less
costs to sell. Delta goodwill has been reduced to reflect the sale
consideration in the binding sale agreement, resulting in an impairment
loss of [pounds sterling]159.6m. Combined with the results from
discontinued operations from the year and costs of disposal of [pounds
sterling]21.8m, the total loss from discontinued operations is [pounds
sterling]163.1m compared with an operating gain of [pounds
sterling]13.8m in the prior year. In 2013, we anticipate reporting a
gain on disposal of approximately [pounds sterling]25m from recognising
foreign exchange gains previously reported in other comprehensive
income. 


Corporate Costs
 Total corporate costs for 2012 were [pounds sterling]19.4m (2011:
[pounds sterling]18.1m). These corporate costs are partially offset by
gains on disposals and other sundry income not attributable to segmental
results resulting in net corporate costs of [pounds sterling]15.7m
(2011: [pounds sterling]14.3m).
[pounds sterling]m 2012 2011


Corporate costs before non-cash share based payment 18.1 15.9 charges Non-cash share based payment charges
 3.6 3.4 


Total gross corporate costs including share based payment 21.7 19.3 charges Income from equity accounted investments
 (2.3) (1.2) 


Ongoing corporate costs after equity investment income 19.4 18.1 Gains on disposals and other sundry income not relating (3.7) (3.8) to segments Net corporate costs
 15.7 14.3 


Exceptional operating items - continuing operations

Impairment

We have reviewed the carrying value of intangible assets (including goodwill) other than the Delta businesses in light of current trading conditions and future outlook. As a result of this review, the Electronics Events CGU has been impaired by [pounds sterling]1.0m at 31 December 2012.

Other exceptional items
Following the adoption of IFRS 3 (revised) from 1 January 2010,
acquisition costs of [pounds sterling]1.0m for 2012 have been expensed,
rather than included in the calculation of goodwill on acquisition. For
the year ended 31 December 2012 an exceptional credit of [pounds
sterling]1.1m was recognised, relating to the revision of the contingent
consideration estimates for acquisitions made. 


We have recognised an expense of [pounds sterling]0.9m relating to fair value movement on put options over non-controlling interests.

Interest
 Net interest expense represents interest payments on UBM's bonds
and bank loans, net of interest receipts on cash holdings. Net interest
expense in 2012 was [pounds sterling]27.9m, compared with [pounds
sterling]27.6m in 2011. Further information is set out in the Capital
Structure section below.
Financing income includes an IAS 19 pension interest credit of [pounds
sterling]2.7m (2011: [pounds sterling]3.1m). In 2013, the adoption of an
amendment to IAS 19 will result in this interest credit being replaced
with an interest cost, estimated at [pounds sterling]1.8m.
[pounds sterling]m 2012
2011 Interest income - Cash and cash equivalents 1.0
1.1 Interest expense (28.9)
(28.7)
Financing income - pension schemes 2.7 3.1
Financing income - other 1.8 1.2
Financing expense - other (1.7) (0.7)


Net finance expense before exceptional items (25.1) (24.0)
 Exceptional finance income/(expense) 3.1
(29.4) Cessation of fair value hedge accounting 4.0 -


Reassessment of amortised cost carrying value - (8.5) FV loss on redemption of [pounds sterling]75m floating rate reset bonds
 - (19.1) FV movement
on put options over non-controlling interests (0.9)
(1.8)
 Net finance expense (22.0)
(53.4)
Income tax 


UBM's effective rate of taxation1 for the year was 11.7% (2011: 14.8%).

Movements in our tax creditor balance during 2012 were as follows:
 [pounds sterling]m
Current tax liability at 1 January 2012 65.9 Current tax charge
19.1 Tax paid (29.7) Classified as held
for sale (2.0) Foreign Exchange and other movements
(0.6) Current tax liability at 31 December 2012 52.7
Overall our current tax liability decreased from [pounds sterling]65.9m
as at 31 December 2011 to [pounds sterling]52.7m as at 31 December 2012.
The tax creditor includes provisions for tax settlements in various
jurisdictions in which UBM operates.
We have necessarily made judgments as to the outcome of tax matters not
concluded. This creditor has been consistently classified as a short
term liability in accordance with our accounting policy although we do
not expect the tax cash outflow in respect of the year end balance sheet
creditor in 2013 to exceed [pounds sterling]10.0m. The total cash paid
in respect of income taxes was [pounds sterling]29.7m in 2012. 


Current tax liability analysed:
 By Country: By Year
 % % Europe (Including
UK) 35.5 Up to 2008 9.3 China (Including HK) 23.5
2009 15.0 US including state and local 19.0
2010 12.3 Other Asia 14.4 2011 19.2 RoW
7.6 2012 44.2 Total 100.0 Total
100.0
Foreign Currency Exposure 


The following table outlines the currency profile of our revenues and adjusted operating profits for 2012 continuing operations:
 Adjusted operating
 Revenue % profit1 % US Dollar 47.1
37.6 UK Pound Sterling 15.6 7.6 Hong Kong Dollar 9.1
15.6 Euro 8.9 16.8 Renmimbi
7.4 9.6 Canadian Dollar 3.7 3.9 Japanese
Yen 2.3 2.5 Brazilian Real 1.8
2.8 Indian Rupee 1.7 1.0 Other 2.4
2.6 Total 100.0 100.0
Our income statement exposure to foreign exchange risk is shown for our
most important foreign currency exposures in the sensitivity analysis
below, based on 2012 Continuing operations:
 Average Currency Effect on Effect on adjusted
 exchange rate value rises/ revenue + / - operating profit1
 in 2012 falls by [pounds sterling]m
+ / -
 [pounds sterling]m US dollar 1.5872 1 cent 2.5
0.5 Euro 1.2316 1 cent 0.6
0.3
 


The average exchange rates used in our 2011 income statement were US Dollar: 1.6050 and Euro 1.1518.
 The Group continues to monitor its exposure to the Euro. Euro revenues
comprise a relatively small part of UBM's total revenue, accounting
for 8.9% of continuing revenue in 2012, of which nearly half relates to
large events serving global customers. Given our large and diverse
customer base, there are no significant concentrations of credit risk.
We also hedge exposure to the Euro through drawings under the
Group's revolving credit facility (the "RCF"), which has
normally been at least partially drawn in Euros ([pounds sterling]77.2m
at 31 December 2012). The RCF may alternatively be drawn in other
currencies.
Capital Structure
Balance sheet 


UBM's consolidated net debt at 31 December 2012 stood at [pounds sterling]553.4m, up from [pounds sterling]525.3m at the end of 2011. We have changed the definition of net debt during 2012 to include derivatives that are associated with our debt instruments. This facilitates a more accurate reflection of the estimated settlement at maturity and is consistent with reporting by other companies.
 During 2012, cash generated from operations fell to [pounds
sterling]189.8m (2011: [pounds sterling]203.7m). UBM paid [pounds
sterling]88.3m for acquisitions (net of cash acquired), earnout payments
in relation to acquisitions made in prior years and increases in stakes
in subsidiaries, together with [pounds sterling]65.3m of dividends to
shareholders (excluding dividends paid to non-controlling interests). 


Pensions

UBM operates a number of defined benefit and defined contribution schemes, based primarily in the UK. The most recent actuarial funding valuations for the majority of the UK scheme liabilities were carried out in 2011, and updated to 31 December 2012 using the projected unit credit method.

At 31 December 2012, the aggregate deficit under IAS 19 was [pounds sterling]50.2m, an increase of [pounds sterling]18.7m compared to the deficit of [pounds sterling]31.5m at the previous year end.
 The IAS 19 pension interest credit was [pounds sterling]2.7m,
representing the excess of expected asset growth during 2012 over the
interest accretion on the scheme liabilities. From 1 January 2013, the
Group will apply IAS19 'Employee benefits' (amended 2011)
which will reduce the return on plan assets included in pension scheme
finance income and reduce the actuarial gains and losses recognised in
other comprehensive income by the same amount. The effect of this
amendment for 2013 is currently expected to change the pension interest
credit into an interest cost of [pounds sterling]1.8m. The current
service cost is also expected to increase to [pounds sterling]2.4m
(2012: [pounds sterling]0.7m). 


Debt and Liquidity
Our funding strategy is to maintain a balance between continuity
of funding and flexibility through the use of capital markets, bank
loans and overdrafts. To facilitate access to these sources of funds we
seek to maintain long term investment grade credit rating on our long
term debt from Moody's (current rating Baa3 -negative outlook) and
Standard & Poor's (current rating BBB -stable outlook).
 In March 2012, the Group redeemed the [euro]53.1m floating rate reset
loans by paying the fair value. This leaves UBM with [pounds
sterling]250m of 6.5% Sterling bonds maturing November 2016; $350m of
5.75% US bonds maturing November 2020; and a [pounds sterling]300m
syndicated bank facility. At 31 December 2012, all conditions precedent
were met and UBM had drawn [pounds sterling]178.3m from the syndicated
bank facility leaving [pounds sterling]121.7m available.
The Group maintains a strong liquidity position. In addition to the
unutilised commitment under the Revolving Credit Facility of [pounds
sterling]121.7m, we had cash on hand of [pounds sterling]86.9m at 31
December 2012. We expect that upon completion of the Delta transaction,
the cash proceeds of [pounds sterling]100m (net of working capital
adjustments) will be used to repay outstanding bank debt. Pro forma for
the repayment, the available unutilised commitment would have been
[pounds sterling]221m. The Group's treasury policy does not allow
significant exposures to counterparties that are rated less than A by
Standard & Poor's, Moody's or Fitch and we consistently
monitor the concentration of risk.
[pounds sterling]m Facility Drawn Undrawn
Maturity Rate% Fair value hedges Syndicated bank facility
300.0 178.3 121.7 May-16 LIBOR + 1.2 [pounds sterling]250m fixed
rate sterling bond 250.0 250.0 - Nov-16 6.5% fixed Floating
rate swap for
 [pounds sterling]150m
 US$ LIBOR + 3.14% $350m fixed rate dollar bond 215.5 215.5
- Nov-20 5.75% fixed Floating rate swap for
 $100m
 US$ LIBOR + 2.63% Total 765.5 643.8
121.7
The following table summarises our estimated payment profile for
contractual obligations, provisions and contingent consideration as of
31 December 2012:
[pounds sterling]m 2013 2014
2015 2016 Thereafter Long-term debt -
- - 428.3 215.5 Interest payable* 31.6
31.4 31.4 29.6 49.5


Derivative financial liabilities 0.6 0.6 0.6 4.5 (1.0) Operating lease payments
 22.9 10.0 4.5 3.9 11.3 Pension
contributions 3.5 3.5 3.5 3.5 26.3 Trade
and other payables 322.6 3.4 - - -
Provisions 10.5 9.3 2.0 0.7
0.2


Contingent and deferred consideration 10.5 2.2 0.4 - - Put options over non-controlling interests
 3.2 3.6 - 0.6 6.2
Total 405.3 64.0 42.4 471.1
308.0


*Interest payable based on current year rates.

The put and call option over the loans are explained in Note 6.1.

Capital management
 UBM maintains conservative capital ratios in order to support its
businesses and maximise shareholder value. At the end of 2012, the net
debt to adjusted earnings before interest, taxation, depreciation and
amortisation was 2.5 times as shown below.
[pounds sterling]m 2012 2011 Financial liabilities
 666.8 655.3 Financial assets
(113.4) (130.0) Net debt1
553.4 525.3
Adjusted earnings before interest, taxation, depreciation and
amortisation1
 220.2 218.7 Net debt to EBITDA ratio1
2.5 times 2.4 times 


Our policy is to maintain investment grade ratings from each of Moody's and Standard & Poor's. In assessing the leverage ratios of net debt to adjusted earnings before interest, taxation, depreciation and amortisation, both Moody's and Standard & Poor's take account of a number of other factors, including future operating lease obligations and any pension deficit. The proceeds from the Delta disposal will be used to reduce the Group's borrowings.
 Cash flow 


Cash generated from operations fell to [pounds sterling]189.8m from [pounds sterling]203.7m in 2011, reflecting lower negative working capital movements in an off biennial year partially offset by an increase in profits. Cash conversion1 was 97.9% of adjusted operating profit1 (2011: 100.7%). Free cash flow1 prior to cash invested in acquisitions was [pounds sterling]102.9m (2011: [pounds sterling]127.3m).

A reconciliation of net cash inflow from operating activities to free cash flow is shown below:
 [pounds sterling]m 2012
2011 Adjusted cash generated from operating activities1
206.0 222.3 Restructuring payments (11.9)
(14.2) Other adjustments (4.3) (4.4)
Cash generated from operations (IFRS) 189.8 203.7
Dividends from JVs and associates 1.1 1.3 Net
interest paid (30.2) (27.8) Taxation
paid (29.7) (29.9) Capital
expenditure (28.1) (20.0)
 102.9 127.3
Acquisitions (88.3) (62.5)
Proceeds from disposals 10.1 12.1
Advances to JVs, associates and minority partners
(3.3) - Free cash flow1 21.4
76.9 Net share issues 2.5 1.1
Dividends (74.8) (72.1)
Purchase of ESOP shares (8.1) -
Net debt as at 31 December1 (553.4) (525.3)


Net debt/EBITDA as at 31 December1 (times) 2.5 2.4
 Capital expenditure for the year was [pounds sterling]28.1m. During
2012 we invested [pounds sterling]10.2m in the implementation of a Group
wide finance and reporting system. This project has been focused on our
Events-led businesses, and we expect it will result in greater
efficiency (and reduced costs) in finance and administrative processes,
as well as significantly enhanced capacity to manage on the basis of
timely and consistent information across our businesses, supporting the
benchmarking and best practice initiatives showcased in GEM. The other
significant capital investments were to further enhance PR
Newswire's existing products and to upgrade its IT infrastructure.
We expect to continue to generate significant free cash flow in 2013
because of our business model and believe that our cash on hand, cash
from our operations and available credit facilities will be sufficient
to fund our cash dividends, debt service and acquisitions in the normal
course of business.


Acquisitions and disposals

We invested [pounds sterling]31.4m (including [pounds sterling]6.6m of expected contingent and deferred consideration) in acquiring ten new businesses, including two within Delta. These acquisitions were closely aligned to our strategic priorities, increasing our exposure to attractive communities and geographies. We also generated [pounds sterling]10.1m in net cash proceeds from asset disposals, providing additional resources to invest in our strategic priorities.
 We also invested cash of [pounds sterling]30.7m in the purchase of
non-controlling interests (including Canada Newswire Ltd and RISI, Inc.)
and made payments for contingent and deferred consideration for
acquisitions made in prior years totalling [pounds sterling]33.0m.
 Expected
 contingent
Estimated 2012 Acquisitions Initial and deferred
total [pounds sterling]m consideration
consideration consideration Events 4G World
2.7 - 2.7 Airport Cities
0.9 0.1 1.0 Malaysian International Furniture Fair
7.4 0.8 8.2 DenTech
3.6 3.8 7.4 NegociosTrilhos
6.5 - 6.5 WineExpo
0.4 0.3 0.7 ICC
2.1 1.3 3.4 Greenbuild
0.5 0.1 0.6 Total Event acquisitions
24.1 6.4 30.5 Delta - held for sale OBM
0.5 0.1 0.6 Bench$mart
0.2 0.1 0.3 Total Delta - held for sale
acquisitions 0.7 0.2
0.9
Total 24.8 6.6
31.4
Contingent and deferred consideration [pounds sterling]m
Contingent Deferred Total At 1 January 2012
37.3 5.7 43.0 Change in estimate - goodwill
(1.0) - (1.0) Change in estimate - exceptional items
(2.9) - (2.9) Acquisitions during the year
4.7 1.9 6.6 Equity transactions in the year
1.3 - 1.3 Consideration paid
(31.1) (1.9) (33.0) Classified as held for sale
(0.1) - (0.1) Foreign exchange gain
(0.7) (0.1) (0.8) At 31 December 2012
7.5 5.6 13.1
 


The 2012 acquisitions contributed adjusted operating profit1 of [pounds sterling]4.1m since acquisition and achieved a pre-tax return on investment1 of 16.2% on a pro forma basis. The following table shows the performance of our acquisitions since 2010 relative to our target pre-tax cost of capital threshold of 10%:
 Consideration Return on Investment1
 [pounds sterling]m 2010 2011
2012 2010 acquisitions 251.7 10.6% 12.2% 12.8% 2011
acquisitions 73.1 - 8.3% 11.5% 2012
acquisitions2 30.5 - - 16.2% Total
357.8 12.8%3
 


2 2012 Return on investment calculated on a full year pro forma basis.

3 2012 Return on 3 year initial (cash) consideration is 15.0%.

Return on average capital employed

The return on average capital employed1 for 2012 including discontinued operations was 15.5% (2011: 14.6%). The table below shows our performance over time:
 [pounds sterling]m 2008 2009
2010 2011 


2012
 Operating profit before exceptional items ([pounds sterling]m)
146.7 143.7 143.2 163.7 


166.9
 Average capital employed ([pounds sterling]m) 815.9
910.6 971.1 1,124.10 


1,074.5
 Return on average capital employed1 (ROACE) (%)
18.0 15.8 14.7 14.6 15.5
 Dividends
Our progressive dividend policy targeting two times cover through
economic and biennial cycles remains unchanged. In line with this policy
the Board is recommending a final dividend of 20.0p (2011: 20.0p). This
brings the total dividend for the year to 26.7p (2011: 26.3p),
representing an increase of 1.5% in the full year dividend. Subject to
shareholder approval, the final dividend on ordinary shares will be paid
on 28 May 2013 to shareholders on the register on 26 April 2013.
Related Party Transactions 


Related party transactions, other than those relating to Directors' remuneration, are disclosed in the Annual Report and Accounts for the financial year ended 31 December 2012. Also, there have been no changes in related party transactions from those described in the Annual Report and Accounts for the financial year ended 31 December 2011 that could have a material effect on the financial position or performance of the Group in the financial year ended 31 December 2012.

Going concern review

After making enquiries, the directors have a reasonable expectation that UBM has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

In reaching this conclusion, the directors have had due regard to the following:
 - After taking account of available cash resources and committed bank
facilities, none of UBM's borrowings fall due within the next two
years that require refinancing from resources not already available.
Further information is provided in Note 5.3 on page 37. 


- The cash generated from operations, committed facilities and UBM's ability to access debt capital markets, taken together, provide confidence that UBM will be able to meet its obligations as they fall due.

- Further information on the financial position of UBM, its cash flows, financial risk management policies and available debt facilities are described in the Financial Review on the preceding pages. UBM's business activities, together with the factors likely to impact its future growth and operating performance are set out in the Operational Review.

Conclusion
The 2012 results reflect a noteworthy strategic step for UBM. The
decision to sell Delta and further acquisitions in our Events segment
demonstrates our commitment to improve the quality of our earnings and
growth. Throughout this strategic change, we have maintained strong
financial disciplines, requiring outstanding effort from the Group as a
whole. I look forward to further developments in 2013 to focus the Group
as an events-led marketing services and communications business. I thank
my colleagues for their contribution to our success in 2012,and to the
confidence with which we enter 2013.
 Summary of Major risks
Economic slowdown 


- An economic slowdown or recession could adversely impact revenue as advertising, attendee, sponsorship and other discretionary revenue tends to be cyclical.

- A downturn may also result in slower debt collections, thereby affecting cash flow.

Legislation or compliance requirement changes

- There is the potential for unfavourable changes in applicable law or compliance requirements.

- Legislation which curtails trade or travel or restricts access to cash could inhibit our ability to grow, have an adverse effect on revenues or a negative impact on our reputation.

- Failure to comply with laws (such as data protection, anti-bribery or corruption) could result in prosecution, fines or reputational damage.
 Force majeure 


- A disaster or natural catastrophe, terrorism, political instability or disease could affect people's willingness to attend our events and could therefore have an adverse effect on our revenues.

- Our ability to continue to do business could also be affected if it renders offices unavailable.

Acquisition divestiture identification and execution

- The availability of suitable acquisition candidates, ability to obtain regulatory approval, changes in availability or cost of financing, integration issues or failure to realise operating benefits or synergies may affect our acquisition strategy.

- The ability to obtain regulatory approvals may affect our ability to execute divestitures.

Sector trends

- We cannot predict with certainty the sector changes which may affect the competitiveness of the business or whether technological innovation will render some of our existing products and services partially or wholly obsolete.

- We may be adversely affected by changes in customer behaviour or the emergence of new technologies which increase the competition for some elements of our offering.

Geographic and emerging market exposures

- Operating in many geographic regions, may present logistical and management challenges

- Expansion through joint ventures lowers logistical and management issues but can create exposure if we are unable to extract the rewards from our investment.

Major project execution

- UBM may be required to implement new technologies, deliver new products and services, manage content or enhance business controls.

- These projects could include significant capital investment and failure to manage and execute efficiently could lead to increased costs, delays in completion or erosion of UBM's competitive position.

Attracting and retaining talented managers and employees

- The ability of the company to attract talent and retain highly skilled, experienced and motivated personnel plays an important part in the continued successful execution and development of the strategy.

Technology

- Given the increasing use of and reliance upon technology there is the risk that system failure could have a significant impact on our business.

- Unauthorised access to or compromise of our systems by external parties could lead to reputational damage and possible legal action.

Liquidity

- Liquidity issues may curtail the ability to make certain acquisitions or obtain refinancing.

- Local liquidity issues could have a negative reputational impact.

Credit risk/Counterparty exposure

- We have unsecured credit risk from the potential non-performance by counterparties to financial instruments.

Exchange rate fluctuations

- FX rate fluctuations could adversely affect our reported earnings in pound sterling and the strength of our balance sheet.

Tax

- There is a risk that UBM could enter into planning arrangements or structures which are challenged or become ineffective with legislation changes.

Pensions

- Asset returns may not be sufficient to cover scheme liabilities over time and reported pension deficits could have implications on our ability to raise debt.

Statement of Directors' Responsibility

UBM's annual report and accounts for the year end, to be published in due course, will contain a responsibility statement as required under Disclosure and Transparency Rule 4.1.12, regarding responsibility for the financial statements and the annual report. This responsibility statement is repeated here (below) solely for the purposes of complying with Disclosure and Transparency Rule 6.3.5. It is not connected to the extracted and unaudited information presented in this results announcement.

Each of the Directors confirm that, to the best of their knowledge:
 - the Group financial statements, which have been prepared in
accordance with International Financial Reporting Standards
('IFRS'), as issued by the International Accounting Standards
Board ('IASB') and IFRIC interpretations, give a true and fair
view of the assets, liabilities, financial position and profit of the
Group; and
- the management report includes a fair review of the development and
performance of the business and the position of the Group and the
undertakings included in the consolidation taken as a whole, together
with a description of the principal risks and uncertainties they face. 


The Directors of UBM plc will be listed in the annual report and are listed on the UBM plc's corporate website: ubm.com.

Explanation of UBM's business measures
 Financial Measure How we define it Why we use it
Underlying revenue growth Underlying measures are We believe that
and underlying operating adjusted to eliminate the underlying growth
profit growth effects of acquisitions, rates provide
insight
 discontinued products, into the organic
 foreign exchange and growth of the
 biennial events. businesses,
without
 distortion from
the
 effect of
 acquisitions,
 discontinued
 products,
biennial
 events and
foreign
 currency
movements
 during the
period. 


Adjusted operating profit Operating profit excluding Commonly used by
 amortisation of intangible
shareholders to
 assets arising on measure our
 acquisitions, exceptional performance,
 items and share of taxation individually and
 on joint ventures and relative to other
 associates. companies.
Margin Margin relates to our
 adjusted operating margin.
 It is adjusted operating
 profit expressed as a
 percentage of revenues.
EBITDA Earnings before interest, Assists investors
in
 tax, depreciation, their assessment
and
 amortisation, impairment understanding of
 and exceptional items earnings and cash
 generative
capacity.
Adjusted profit before tax Before amortisation of Assists investors
in and adjusted EPS intangible assets on their
assessment and
 acquisitions, exceptional understanding of
our
 items, share of taxation on earnings and is
also
 profit from joint ventures a measure
commonly
 and associates, net used by
shareholders
 financing income/(expense) to measure our
 - other. EPS also excludes performance,
 deferred tax on the individually and
 amortisation of intangible relative to other
 assets. Diluted EPS companies.
 includes the impact of
 share options.
Net debt Net debt is current and Provides a
measure of
 non-current borrowings and indebtedness in
 derivatives associated with excess of the
current
 debt instruments, less cash cash available to
pay
 and cash equivalents. down debt.
Net debt to EBITDA Net debt divided by EBITDA. Provides a
measure of
 financial
leverage. Net debt to LTM EBITDA EBITDA adjusted to include
 a full year of pro forma
 operating profit from
 acquisitions made during
 2011.
Free cash flow Net cash provided by Helps assess our
 operating activities after ability, over the
 meeting obligations for long term, to
create
 interest, tax, dividends value for our
 paid to non controlling shareholders as
it
 interests, capital represents cash
 expenditures and other available to
repay
 investing activities. debt, pay
dividends
 and fund future
 acquisitions.
Adjusted operating cash Adjusted to exclude The Group
believes flow non-operating movements in adjusted
operating
 working-capital, such as cash flow assists
 expenditure against investors in
their
 reorganisation and assessment and
 restructuring provisions. understanding of
our
 operating cash
flows.
Cash Conversion Cash conversion is the
 ratio of adjusted cash
 generated from operations
 to adjusted operating
 profit.
Pre-tax return on Attributable adjusted Helps us assess
the investment operating profit divided by performance
of our
 the cost of acquisitions. acquisitions
relative
 Calculated on a pro forma to our target
pre-tax
 basis, as if the acquired cost of capital
 business were owned threshold of 10%.
 throughout the year.
Estimated total Estimated total Provides a
measure of consideration consideration includes total
consideration
 initial consideration (net for businesses
 of cash acquired), the acquired.
 latest estimate of expected
 contingent consideration
 and deferred consideration.
Return on average capital ROACE is operating profit Provides a
measure of employed (ROACE) before exceptional items the
efficiency of
 divided by average capital profitability of
our
 employed. Average capital capital
investment.
 employed is the average of
 opening and closing total
 assets less current
 liabilities for each
 period.
Effective tax rate The effective tax rate on Provides a more
 adjusted profit before tax comparable basis
to
 reflects the tax rate analyse our tax
rate.
 excluding movements on
 deferred tax balances on
 the amortisation of
 intangible assets.
 Consolidated income statement
 for the year ended 31 December 2012
Notes Restated
 Before
before Restated
 exceptional Exceptional
exceptional exceptional Restated
 items items Total
items items total
 2012 2012 2012
2011 2011 2011
 [pounds sterling]m
[pounds sterling]m [pounds sterling]m [pounds sterling]m
[pounds sterling]m [pounds sterling]m
 Continuing operations
2 Revenue 797.8 - 797.8
782.3 - 782.3
 Other operating income 7.9 - 7.9
9.4 - 9.4
 Operating expenses (637.0) - (637.0)
(620.5) - (620.5)
3.1 Exceptional operating - (0.9) (0.9)
-
 (8.5) (8.5)
 items
 Amortisation of (25.7) - (25.7)
(26.4) - (26.4)
 intangible assets
 arising on acquisitions
 Share of results from 7.2 - 7.2
2.3 - 2.3
 joint ventures and
 associates (after tax)
 Group operating profit 150.2 (0.9) 149.3
147.1 (8.5) 138.6
 from continuing
 operations
5.4 Financing income 5.5 - 5.5
5.4 - 5.4
5.4 Financing expense (30.6) 3.1 (27.5)
(29.4) (29.4) (58.8) 


5.4 Net financing expense (25.1) 3.1 (22.0) (24.0)
 (29.4) (53.4)
 Profit before tax from 125.1 2.2 127.3
123.1 (37.9) 85.2
 continuing operations
3.2 Tax (6.1) - (6.1)
(12.9) - (12.9)
 Profit for the year from 119.0 2.2 121.2
110.2 (37.9) 72.3
 continuing operations
 Discontinued operations
6.4 (Loss)/profit for the 16.5 (179.6) (163.1)
13.6 0.2 13.8
 year from discontinued
 operations
 (Loss)/profit for the 135.5 (177.4) (41.9)
123.8 (37.7) 86.1
 year
 Attributable to:
 Owners of the parent (52.4)
75.7
 entity
 Non-controlling 10.5
10.4
 interests
 (41.9)
86.1
 Earnings per share
 (pence)
3.3 Continuing operations - 45.3p
25.4p
 basic
3.3 Continuing operations - 44.5p
25.0p
 diluted
3.3 Profit for the year - (21.4)p
31.1p
 basic
3.3 Profit for the year - (21.4)p
30.6p
 diluted
 [pounds
sterling]m [pounds sterling]m
 Group operating profit 149.3
138.6
 from continuing
 operations
3.1 Exceptional operating 0.9
8.5
 items
 Amortisation of 25.7
26.4
 intangible assets
 arising on acquisitions
 Share of tax on profit 1.1
0.7
 in joint ventures and
 associates
6.4 Adjusted operating 26.7
27.7
 profit from discontinued
 operations
 Adjusted Group operating 203.7
201.9
 profit1
 [pounds
sterling]m [pounds sterling]m
 Dividends
5.5 Interim dividend of 6.7p 16.4
15.3
 (6.3p)
5.5 Proposed final dividend 48.9
48.7
 of 20.0p (20.0p)
1 Adjusted Group operating profit represents Group operating profit
excluding amortisation of intangible assets arising on acquisitions,
exceptional items and share of tax on profit in joint ventures and
associates.
 Consolidated statement of comprehensive income
 for the year ended 31 December 2012
Notes 2012
2011
 [pounds sterling]m [pounds sterling]m
 (Loss)/profit for the year (41.9)


86.1
 Other comprehensive income/(loss)
5.5 Currency translation differences on foreign 15.6
1.3
 operations - Group
5.5 Net investment hedge (28.2)
(0.7)
 


Actuarial losses recognised in the pension schemes (28.6) (27.3)
 Irrecoverable element of pension surplus 3.6


(1.0)
 Share of other comprehensive income of joint ventures
 and associates:
 Currency translation differences on foreign (0.2)
0.1
 operations
 Share of actuarial losses of associates (0.4)
(0.4)
 (0.6)
(0.3)
3.2 Income tax relating to components of other -
-
 comprehensive income
 


Other comprehensive loss for the year net of tax (38.2) (28.0)
 Total comprehensive (loss)/income for the year net of (80.1)
58.1
 tax
 Attributable to:
 Owners of the parent entity (88.4)


47.3
 Non-controlling interests 8.3
10.8
 (80.1)
58.1
 Consolidated statement of financial position
 at 31 December 2012
Notes 31
31
 December
December
 2012
2011
 [pounds sterling]m [pounds sterling]m
 Assets
 Non-current assets
4.1 Goodwill 790.6
1,088.0
 Intangible assets 112.0
162.8
 Property, plant and equipment 28.4


40.8
 Investments in joint ventures and associates 23.1


18.3
 Derivative financial instruments 26.5


23.3
 Retirement benefit surplus 4.2
10.9
3.2 Deferred tax asset 3.0
-
 987.8
1,344.1
 Current assets
 Inventories 0.3
6.3
 Trade and other receivables 200.9


227.8
 Cash and cash equivalents 78.5


106.7
 6.4 Assets of disposal group classified as held for sale 207.4
-
 487.1
340.8
 Total assets 1,474.9
1,684.9
 Liabilities
 Current liabilities
3.2 Current tax liabilities 52.7


65.9
 Trade and other payables 333.1
407.8
 Provisions 10.5
15.0
5.3 Borrowings 0.2
53.0
 Derivative financial instruments 3.4


0.2

6.4 Liabilities associated with assets of disposal group 69.2

-
 classified as held for sale
 469.1
541.9
 Non-current liabilities
3.2 Deferred tax liabilities 27.6


44.9
 Trade and other payables 6.0
13.7
 Provisions 11.4
14.3
5.3 Borrowings 661.1
580.1
 Derivative financial instruments 15.9


35.6
 Retirement benefit obligation 54.4
42.4
 776.4
731.0
 Total liabilities 1,245.5
1,272.9
 Equity attributable to owners of the parent entity
5.5 Share capital 24.5
24.5
 Share premium 6.6
4.1
5.5 Other reserves (608.3)
(605.1)
 Retained earnings 792.4
973.9
 Put options over non-controlling interests (13.0)


(12.4)
 Total equity attributable to owners of the parent 202.2
385.0
 entity
 Non-controlling interests 27.2
27.0
 Total equity 229.4
412.0
 Total equity and liabilities 1,474.9 


1,684.9

These financial statements were approved by the Board of Directors and were signed on its behalf on 1 March 2013 by:
 Robert A. Gray Director
 Consolidated statement of changes in equity
 for the year ended 31 December 2012
Notes Total equity
 Put options
attributable
 over non-
to owners Non-
 Share Share Other Retained controlling
of


parent controlling Total
 capital premium reserves earnings interests
entity Interests equity
 [pounds sterling]m [pounds sterling]m
[pounds sterling]m [pounds sterling]m [pounds sterling]m
[pounds sterling]m [pounds sterling]m [pounds sterling]m
 At 1 January 24.5 4.1 (605.1) 973.9 (12.4)
385.0 27.0 412.0
 2012
 (Loss)/profit - - - (52.4) -
(52.4) 10.5 (41.9)
 for the year
 Other - - (10.6) (25.4) -
(36.0) (2.2) (38.2)
 comprehensive
 loss
 Total - - (10.6) (77.8) -
(88.4) 8.3 (80.1)
 comprehensive
 (loss)/income
 for the year
5.5 Equity - - - (65.3) -
(65.3) - (65.3)
 dividends
 Non-controlling - - - - -
- (9.5) (9.5)
 interest
 dividends
6.1 Non-controlling - - - - (0.6)
(0.6) 5.0 4.4
 interest
 arising on
 business
 combinations
6.2 Acquisition of - - - (28.4) -
(28.4) (3.6) (32.0)
 non-controlling
 interests
 Issued in - 2.5 - - -
2.5 - 2.5
 respect of
 share option
 schemes and
 other
 entitlements
 Share-based - - - 5.5 -
5.5 - 5.5
 payments
5.5 Shares awarded - - 15.5 (15.5) -
- - -
 by ESOP
5.5 Own shares - - (8.1) - -
(8.1) - (8.1)
 purchased by
 the Company
 At 31 December 24.5 6.6 (608.3) 792.4 (13.0)
202.2 27.2 229.4
 2012
 At 1 January 24.4 3.1 (608.7) 986.7 (8.5)
397.0 22.2 419.2
 2011
 Profit for the - - - 75.7 -
75.7 10.4 86.1
 year
 Other - - 0.3 (28.7) -
(28.4) 0.4 (28.0)
 comprehensive
 income/(loss)
 Total - - 0.3 47.0 -
47.3 10.8 58.1
 comprehensive
 income for the
 year
5.5 Equity - - - (61.5) -
(61.5) - (61.5)
 dividends
 Non-controlling - - - - -
- (10.6) (10.6)
 interest
 dividends
 Non-controlling - - - - (3.9)
(3.9) 4.7 0.8
 interest
 arising on
 business
 combinations
 Acquisition of - - - - -
- (0.1) (0.1)
 non-controlling
 interests
 Issued in 0.1 1.0 - - -
1.1 - 1.1
 respect of
 share option
 schemes and
 other
 entitlements
 Share-based - - - 5.0 -
5.0 - 5.0
 payments
5.5 Shares awarded - - 3.3 (3.3) -
- - -
 by ESOP
 At 31 December 24.5 4.1 (605.1) 973.9 (12.4)
385.0 27.0 412.0
 2011
 Consolidated statement of cash flows
 for the year ended 31 December 2012
Notes 2012
2011
 [pounds sterling]m [pounds sterling]m
 Cash flows from operating activities
 Reconciliation of (loss)/profit to operating cash
 flows
 Profit for the year from continuing operations 121.2


72.3
 6.4 (Loss)/profit for the year from discontinued (163.1)
13.8
 operations
 (Loss)/profit for the year (41.9)
86.1
 Add back:
 Exceptional items and charges to provisions 180.3


39.6
 (excluding fair value adjustments below)
6.1 Fair value adjustments of contingent consideration (2.9)
(1.9)
3.2 Tax 6.3
15.9
 Amortisation of intangible assets 35.7


37.5
 Amortisation of website development costs 3.9
2.4
 Depreciation 12.6
14.4
 Share of results from joint ventures and associates (7.9)
(2.9)
 (after tax)
5.4 Financing income (5.5)
(5.4)
5.4 Financing expense 30.6
29.4
 Other non-cash items 6.1
5.8
 217.3
220.9
 Payments against provisions (11.9)


(14.2)
 Pension deficit contributions (3.2)
(3.1)
 Decrease in inventories 0.2
1.0
 Increase in trade and other receivables (8.5) 


(23.8)
 (Decrease)/increase in trade and other payables (4.1)


22.9
 Cash generated from operations 189.8


203.7
 Interest and finance income received 1.0
1.0
 Interest and finance costs paid (31.2)
(28.8)
3.2 Tax paid (29.7)
(29.9)
 Dividends received from joint ventures and associates 1.1
1.3
 Net cash flows from operating activities 131.0 


147.3

Net cash flows from operating activities - continuing 116.0 130.7
 Net cash flows from operating activities - 15.0
16.6
 discontinued
 Cash flows from investing activities
6.1 Acquisition of interests in subsidiaries, net of cash (57.6)
(62.4)
 acquired
 Purchase of property, plant and equipment (11.6) 


(14.8)
 Expenditure on intangible assets (16.5)


(5.2)
 6.3 Proceeds from sale of businesses, net of cash 10.1
12.1
 disposed
 Advances to joint ventures and associates (0.4)
-
 Advances to non-controlling interest partners (2.9)
-
 Net cash flows from investing activities (78.9) 


(70.3)

Net cash flows from investing activities - continuing (73.7) (65.7)
 Net cash flows from investing activities - (5.2)
(4.6)
 discontinued
 Cash flows from financing activities
 Proceeds from issuance of ordinary share capital 2.5
1.1
6.2 Acquisition of non-controlling interests (30.7)


(0.1)
 Dividends paid to shareholders (65.3)


(61.5)
 Dividends paid to non-controlling interests (9.5)


(10.6)
 Investment in own shares - ESOP (8.1)
-
 Increase in borrowings 94.9
68.5
 Repayment of [euro]53.1m floating rate reset loans
(52.7) -
 Repayment of [pounds sterling]75m floating rate reset bonds
- 


(94.1)
 Net cash flows from financing activities (68.9)


(96.7)

Net cash flows from financing activities - continuing (55.1) (81.1)
 Net cash flows from financing activities - (13.8)
(15.6)
 discontinued
 Net decrease in cash and cash equivalents (16.8) 


(19.7)
 Net foreign exchange difference (3.1)
0.5
 Cash and cash equivalents at 1 January 106.6 


125.8
 Cash and cash equivalents at 31 December 86.7


106.6
 5.2 Cash and cash equivalents 78.5


106.7

5.3 Bank overdrafts (reported within current borrowings) (0.2) (0.1)
 6.4 Cash and cash equivalents classified as held for sale
8.4 -
 Cash and cash equivalents at 31 December 86.7
106.6
 Notes to the consolidated financial statements
 at 31 December 2012
1. Basis of preparation
UBM plc is a public limited company incorporated in Jersey under the
Companies (Jersey) Law 1991. The registered office is Ogier House, The
Esplanade, St. Helier, JE4 9WG, Jersey. UBM plc was tax resident in the
Republic of Ireland until 30 November 2012 when it returned to the
United Kingdom. The principal activities of the Group are described in
Note 2. 


The preliminary announcement was approved by the Board of Directors on 1 March 2013.
 The figures and financial information for the year ended 31 December
2012 do not constitute the statutory financial statements for that year.
Those financial statements have not yet been delivered to the Jersey
Registrar of Companies, but include the auditor's report which was
unqualified. The figures and financial information for the year ended 31
December 2011 included in the preliminary announcement do not constitute
the statutory financial statements for that year. Those financial
statements have been delivered to the Registrar and included the
auditor's report which was unqualified. 


The financial statements are prepared in accordance with International Financial Reporting Standards ('IFRS') as issued by the International Accounting Standards Board ('IASB'). The consolidated financial statements comply with the Companies (Jersey) Law 1991 and are prepared under the historical cost basis except for derivative financial instruments and hedged items which are measured at fair value.
 The accounting policies are the same as those used for the previous
financial year. The Group has adopted the following amendments to IFRSs
which have had no impact on the Group's accounting policies,
financial position, performance or presentation of the financial
statements:
 * IFRS 7 'Financial Instruments: Disclosures' (amended) -
transfer of
 financial assets
 * IAS 12 'Income Taxes' (amended)
 


The consolidated financial statements are presented in pounds sterling, which is the functional currency of the parent company, UBM plc. All amounts are rounded to the nearest [pounds sterling]0.1m unless otherwise indicated.
 Discontinued operations Following a strategic review initiated in July
2012, the Group has classified a disposal group ('Delta') as
held for sale at 31 December 2012. Delta represents the bulk of the
Group's Data Services segment but also includes operations within
the Events, Marketing Services - Online and Marketing Services - Print
segments. Delta operates in the Health, Technology & IP, Trade &
Transport, and Paper industries. On 5 February 2013, the Group received
a binding offer from Electra Partners LLP to purchase Delta for
consideration of [pounds sterling]160.0m including a [pounds
sterling]40.0m vendor loan note. The offer is subject to consultation
with the relevant works council in France (which was completed on 25
February 2013) and certain regulatory and other approvals. The
transaction is also subject to working capital adjustments. We expect
the disposal to complete between March and July 2013. The effective date
of the disposal will be 1 January 2013 and Electra Partners LLP will
receive the returns of the Delta businesses from that date.
The comparative information in the income statement and associated notes
has been restated for the impact of the Delta discontinued operations.
In line with the requirements of IFRS 5 'Non-current assets held
for sale and discontinued operations', the statement of financial
position has not been restated. 


Going concern

After making enquiries, the directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. The consolidated financial statements are therefore prepared on the going concern basis.
 2. Segment information
Operating segments
The Group considers that operating segments presented on a products and
services basis are the most appropriate way to demonstrate the
performance of the Group. This is consistent with the internal reporting
provided to the Group Chief Executive Officer and the Group Chief
Financial Officer, together the chief operating decision maker
('CODM'). The five reportable operating segments are: 


* Events which provide face to face interaction in the form of exhibitions,
 trade shows, conferences and other live events;
 * PR Newswire which provides communications products and services to
 professionals working in marketing, public relations, corporate
 communications or investor relations roles - distributing messages,
 identifying target audiences and monitoring the impact;
 


* Marketing Services - Online which provide website sponsorships and banner
 advertising as well as online directory products;
 * Marketing Services - Print which publishes magazines and trade
press to
 specialist markets; and
 * Data Services which comprise a range of services including
data-based
 workflow products, intellectual property consultancy and analytical
 services and sales lead generation programmes.
 


No operating segments have been aggregated to form the above reportable segments.
 As discussed in Note 1, the Delta businesses have been reported as
discontinued operations as at 31 December 2012. Products that were
previously classified as Data Services that are not part of Delta have
been reclassified to Marketing Services - Online and Events given their
nature. 


Segment measures
 The CODM assesses the performance of the operating segments and the
allocation of resources using revenue and adjusted operating profit.
Adjusted operating profit is IFRS operating profit excluding
amortisation of intangible assets arising on acquisitions, exceptional
items and share of tax on results of joint ventures and associates. 


Finance income/expense and tax are not allocated to operating segments and are reported to the CODM only in aggregate.

Segment assets and liabilities are not reported to the CODM.

Transactions between segments are measured on the basis of prices that would apply to third-party transactions.
 Year ended 31 December 2012
 Marketing Marketing
Dis-
 PR Services Services Corporate
Continuing continued
 Events Newswire - Online - Print costs
total operations Total
 [pounds sterling]m [pounds sterling]m
[pounds sterling]m [pounds sterling]m [pounds sterling]m
[pounds sterling]m [pounds sterling]m [pounds sterling]m
Revenue
Total segment 438.2 197.3 112.5 51.3 -
799.3 179.3 978.6 revenue
Intersegment revenue (0.6) (0.9) - - -
(1.5) - (1.5)
External revenue 437.6 196.4 112.5 51.3 -
797.8 179.3 977.1
Result
Depreciation (3.9) (7.1) (1.0) (0.4) (0.3)
(12.7) (3.8) (16.5) (including amortisation of website development
costs)
Share of pre-tax 1.3 0.7 - 0.2 2.3
4.5 0.7 5.2 results from joint ventures and associates
Segment adjusted 142.4 43.5 3.5 3.3 (15.7)
177.0 26.7 203.7 operating profit
Amortisation of intangible assets
(25.7) (10.0) (35.7) arising on acquisitions
Exceptional 0.1 1.8 1.9 operating items
Impairment (1.0) - (1.0)
Loss on assets held - (181.4) (181.4) for sale
Share of tax on profit in joint
(1.1) - (1.1) ventures and associates
Group operating 149.3 (162.9) (13.6) profit/(loss)
Financing income 5.5 - 5.5
Financing expense (30.6) - (30.6)
Exceptional items relating to net
3.1 - 3.1 financing expense
Profit/(loss) before tax
127.3 (162.9) (35.6)
Tax (6.1) (0.2) (6.3)
Profit/(loss) for 121.2 (163.1) (41.9) the year
Total corporate costs for 2012 are net of internal cost recoveries and
sundry income of [pounds sterling]3.7m (2011: [pounds sterling]3.8m) and
share of pre-tax results from JVs and associates of [pounds
sterling]2.3m (2011: [pounds sterling]1.2m). The internal cost
recoveries from the Group's operating businesses and sundry income
are not attributable to any of the Group's reported segments.
During 2012 the Group acquired the remaining 50% share of Canada
Newswire from its associate, PA Group Limited. The Group has recognised
a one-off share of joint venture and associates result in respect of PA
Group's gain on disposal of Canada Newswire totalling [pounds
sterling]3.8m. 


Year ended 31 December 2011 (restated)
 Marketing Marketing


Dis-
 PR Services Services Corporate 


Continuing continued
 Events Newswire - Online - Print costs
total operations Total
 [pounds sterling]m [pounds sterling]m
[pounds sterling]m [pounds sterling]m [pounds sterling]m
[pounds sterling]m [pounds sterling]m [pounds sterling]m
Revenue
Total segment revenue 392.4 188.3 116.7 85.9 -
783.3 190.0 973.3
Intersegment revenue (0.5) (0.5) - - -
(1.0) - (1.0)
External revenue 391.9 187.8 116.7 85.9 -
782.3 190.0 972.3
Result
Depreciation (3.9) (5.6) (1.1) (0.9) (0.3)
(11.8) (5.0) (16.8) (including amortisation of website development
costs)
Share of pre-tax 1.2 0.9 - (0.3) 1.2
3.0 0.6 3.6 results from joint ventures and associates
Segment adjusted 133.3 41.0 6.0 8.2 (14.3)
174.2 27.7 201.9 operating profit
Amortisation of intangible assets
(26.4) (11.1) (37.5) arising on acquisitions
Exceptional operating
(4.8) 0.2 (4.6) items
Impairment (3.7) - (3.7)
Share of tax on profit in joint
(0.7) - (0.7) ventures and associates
Group operating 138.6 16.8 155.4 profit
Financing income 5.4 - 5.4
Financing expense (29.4) - (29.4)
Exceptional items relating to net
(29.4) - (29.4) financing expense
Profit before tax 85.2 16.8 102.0
Tax (12.9) (3.0) (15.9)
Profit before tax 72.3 13.8 86.1
Geographic information
Revenue is allocated to countries based on the location where the
products and services are provided. Non-current assets are allocated to
countries based on the location of the businesses to which the assets
relate.
Continuing revenue Restated
 Year
year
 ended
ended
 31
31
 December
December
 2012
2011
 [pounds sterling]m [pounds sterling]m
United Kingdom 101.6
107.8
Foreign countries
United States and Canada 405.0
391.9
Europe 66.7
92.7
China 144.5
135.6
Emerging markets1 60.2
37.8
Rest of the world 19.8
16.5
 696.2
674.5
External revenue 797.8
782.3
1 Emerging markets comprise the non-G10 countries - most notably for the
Group: Brazil, India, Thailand, Singapore, Indonesia, Malaysia,
Philippines, Mexico and UAE.
There are no revenues derived from a single external customer which are
significant.
Non-current assets 2012
2011
 [pounds sterling]m [pounds sterling]m
United Kingdom 270.1
286.8
Foreign countries
United States and Canada 529.6
672.8
Europe 17.2
220.8
China 31.4
31.7
Emerging markets1 99.8
90.9
Rest of the world 6.0
6.9
 684.0
1,023.1
Total non-current assets 954.1
1,309.9 


Non-current assets consist of goodwill, intangible assets, property, plant and equipment, investments in joint ventures and associates and other investments.

Discontinued operations and reclassification of retained Data Services products

The tables below show the discontinuation of revenue and adjusted operating profit associated with the Delta disposal and the reclassification of Data Services products retained by the Group.

Year ended 31 December 2012
 Discontinued
Total Revenue Total operations Reclassified
continuing
 [pounds sterling]m [pounds
sterling]m [pounds sterling]m [pounds
sterling]m
Events 449.9 (13.3) 1.0
437.6
PR Newswire 196.4 - -
196.4
Data Services 162.2 (138.2) (24.0)
-
Marketing 92.0 (2.5) 23.0
112.5 Services - Online
Marketing 76.6 (25.3) -
51.3 Services - Print
Total 977.1 (179.3) -
797.8
 Discontinued
Total Adjusted Total operations Reclassified
continuing operating profit [pounds sterling]m
[pounds sterling]m [pounds sterling]m [pounds
sterling]m
Events 145.4 (2.5) (0.5)
142.4
PR Newswire 43.5 - -
43.5
Data Services 22.7 (21.8) (0.9)
-
Marketing 2.1 - 1.4
3.5 Services - Online
Marketing 5.7 (2.4) -
3.3 Services - Print
Corporate costs (15.7) - -
(15.7)
Total 203.7 (26.7) -
177.0
Year ended 31 December 2011
 Discontinued
Total Revenue Total operations Reclassified
continuing
 [pounds sterling]m [pounds
sterling]m [pounds sterling]m [pounds
sterling]m
Events 402.5 (13.3) 2.7
391.9
PR Newswire 187.8 - -
187.8
Data Services 177.5 (147.6) (29.9)
-
Marketing 92.4 (2.9) 27.2
116.7 Services - Online
Marketing 112.1 (26.2) -
85.9 Services - Print
Total 972.3 (190.0) -
782.3
 Discontinued
Total Adjusted Total operations Reclassified
continuing operating profit [pounds sterling]m
[pounds sterling]m [pounds sterling]m [pounds
sterling]m
Events 135.8 (1.7) (0.8)
133.3
PR Newswire 41.0 - -
41.0
Data Services 29.2 (28.7) (0.5)
-
Marketing 4.1 0.6 1.3
6.0 Services - Online
Marketing 6.1 2.1 -
8.2 Services - Print
Corporate costs (14.3) - -
(14.3)
Total 201.9 (27.7) -
174.2
3. Operating profit and tax 


3.1 Exceptional operating items
 Certain items are recognised as exceptional items since, due to their
nature or infrequency, such presentation is relevant to an understanding
of the Group's financial statements. These items are not part of
the Group's normal ongoing operations.
 Restated
 2012
2011
 [pounds sterling]m [pounds sterling]m
(Charged)/credited to continuing operating profit
Integration costs -
(3.6)
Acquisition costs on business combinations (1.0)


(2.9)
 Changes in estimates of contingent consideration on prior 1.1
1.7 year acquisitions
Exceptional items relating to acquisitions 0.1
(4.8)
Impairment of goodwill (1.0)
-
Impairment of joint ventures and associates -


(3.1)
 Impairment of other investments -
(0.6)
Impairment charge (1.0)
(3.7)
Total charged to continuing operating profit (0.9)


(8.5)

Year ended 31 December 2011
 In 2011, the Group made significant progress in the integration of UBM
Canon (formerly Canon Communications LLC), acquired in October 2010. The
exceptional charge of [pounds sterling]3.6m includes [pounds
sterling]2.0m in redundancy costs and [pounds sterling]1.6m of business
reorganisation costs.
3.2 Tax
Income statement
 Restated
 2012
2011
 [pounds sterling]m [pounds sterling]m
Continuing
Current tax expense (15.6)
(19.2)
Deferred tax credit 9.5
6.3
Income tax expense (6.1)
(12.9) 


Reconciliation of total tax expense to the accounting profit:
 Restated
 2012
2011
 [pounds sterling]m [pounds sterling]m
Profit before tax from continuing operations 127.3


85.2
 (Loss)/profit before tax from discontinued operations (162.9)
16.8
(Loss)/profit before tax (35.6)
102.0
 


(Loss)/profit before tax multiplied by rate of corporation (8.7) 12.8 tax in the UK of 24.5% (2011: Republic of Ireland 12.5%)
 Effect of:
Expenses not deductible for tax purposes 54.1


14.8
 Origination and reversal of temporary differences not (18.9)
(17.7) recognised
Different tax rates on overseas earnings 11.8


25.8
 Share of results from associates and joint ventures (after (2.1)
(0.9) tax)
Tax effect of items not recognised in consolidated financial (24.8)
(17.7) statements
Non-taxable income (5.1)
(1.2)
Tax expense in the consolidated income statement 6.3


15.9

Tax expense reported in the consolidated income statement 6.1 12.9
Tax attributable to discontinued operations
0.2
 3.0
 6.3
15.9 


The Group has assessed the impact of changes in tax rates in various jurisdictions in which it operates and has determined that the changes do not have a significant impact on the current or future tax charges.

Other comprehensive income

No current or deferred tax relates to items reported in other comprehensive income (2011: nil).

Statement of financial position: current tax
 2012
2011
 [pounds sterling]m [pounds sterling]m
Current tax liability at 1 January 65.9


69.6
Acquisition of subsidiaries (Note 6.1)
-
 1.1
Current tax expense 19.1
25.6
Tax paid (29.7)
(29.9)
Classified as held for sale (2.0)
-
Foreign exchange and other movements (0.6)


(0.5)
 Current tax liability at 31 December 52.7


65.9

The Group does not expect the cash outflow in respect of this current tax liability in 2013 to exceed [pounds sterling]10.0m.

Statement of financial position: deferred tax
Deferred tax liabilities/(assets) Consolidated
 statement of
Consolidated income
 financial position
statement
 2012 2011 2012
2011
 [pounds sterling]m
[pounds sterling]m [pounds sterling]m [pounds sterling]m
Intangibles 54.8 67.0 (2.9)
(6.3)
Accelerated capital allowances 2.7 2.6 0.1
 -
Tax losses (25.4) (18.4) (7.0)
-
Other temporary differences (7.5) (6.3) 0.3
 -
 24.6 44.9 (9.5)
(6.3) 


The movement in deferred tax balance during the year is:
 2012
2011
 [pounds sterling]m [pounds sterling]m
Net deferred tax liability at 1 January 44.9


49.7
Acquisition of subsidiaries (Note 6.1)
3.2 


7.0
 Disposal of subsidiaries (Note 6.3) -


(2.2)
 Amounts credited to net profit (12.8)


(9.7)
Classified as held for sale (Note 6.4)
(8.7)
 -
Currency translation (2.0)
0.1
Net deferred tax liability at 31 December 24.6


44.9
Analysed in the statement of financial position, after


offset of balances within countries, as:
 Deferred tax assets (3.0)
-
Deferred tax liabilities 27.6
44.9
 24.6
44.9 


The deferred tax asset of [pounds sterling]3.0m (2011: nil) relates to tax losses and other temporary differences. These have been recognised as the Group expects to generate taxable profits against which these will be used.
 The Group has unrecognised deferred tax assets of [pounds
sterling]50.3m relating to deductible temporary differences and [pounds
sterling]140.2m (of which [pounds sterling]93.6m will expire between
2019 and 2032) relating to unused tax losses (2011: [pounds
sterling]55.6m and [pounds sterling]148.1m (of which [pounds
sterling]102.7m will expire between 2019 and 2031) respectively). No
deferred tax asset has been recognised in respect of these amounts due
to the unpredictability of future taxable profit streams. The Group also
has unrecognised deferred tax assets of [pounds sterling]56.4m (2011:
[pounds sterling]51.6m) relating to unused capital losses which can only
be utilised against future capital gains.
At 31 December 2012, there was no deferred tax liability recognised for
taxes that would be payable on the unremitted earnings of the
Group's subsidiaries as the Group has determined that profits of
subsidiaries will not be distributed in the foreseeable future.
The temporary differences associated with investments in subsidiaries
for which a deferred tax liability has not been recognised amount in
aggregate to [pounds sterling]4.2bn (2011: [pounds sterling]6.0bn).
3.3 Earnings per share 


Basic earnings per share is calculated by dividing net profit for the year attributable to owners of the parent entity by the weighted average number of ordinary shares outstanding during the year.

Adjusted basic earnings per share excludes amortisation of intangible assets arising on acquisitions, deferred tax on amortisation of intangible assets, exceptional items and net financing expense adjustments (detailed in Note 5.4).
 Diluted earnings per share takes into account the effects of dilutive
options: those share options granted to employees where the exercise
price is less than the average market price of the Company's
ordinary shares during the year. The impact of dilutive securities in
2012 would be to increase weighted average shares by 4.6 million shares
(2011: 4.3 million shares). 


The weighted average number of shares excludes ordinary shares held by the Employee Share Ownership Plan (the 'ESOP').
 Continuing operations Weighted
Weighted
 average
average
 no. Earnings
no. Earnings
 of per
of per
 Earnings shares share Earnings
shares share
 2012 2012 2012 2011
2011 2011
 [pounds sterling]m million pence
[pounds sterling]m million pence
Adjusted Group operating 177.0 174.2 profit
Net interest expense (27.9) (27.6)
Pension schemes net finance 2.7 3.1 income
Adjusted profit before tax 151.8 149.7
Tax (17.4) (19.9)
Non-controlling interests (10.5) (10.4)
Adjusted earnings per share 123.9 244.4 50.7 119.4 243.5
49.0
Adjustments
Amortisation of intangible (25.7) (10.5) (26.4)
(10.8) assets arising on acquisitions
Deferred tax on amortisation 10.2 4.2 6.3
2.6 of intangible assets
Exceptional items 2.2 0.9 (37.9)
(15.6)
Net financing income - other 0.1 - 0.5
0.2
Basic earnings per share 110.7 244.4 45.3 61.9 243.5
25.4
Dilution
Options - 4.6 (0.8) - 4.3
(0.4)
Diluted earnings per share 110.7 249.0 44.5 61.9 247.8
25.0
Adjusted earnings per share 123.9 244.4 50.7 119.4 243.5
49.0 (as above)
Options - 4.6 (0.9) - 4.3
(0.8)
Diluted adjusted earnings 123.9 249.0 49.8 119.4 247.8
48.2 per share
Total Group Weighted
Weighted
 average
average
 no. Earnings
no. Earnings
 of per
of per
 Earnings shares share Earnings
shares share
 2012 2012 2012 2011
2011 2011
 [pounds sterling]m million pence
[pounds sterling]m million pence
Adjusted Group operating 203.7 201.9
profit
Net interest expense (27.9) (27.6)
Pension schemes net finance 2.7 3.1
income
Adjusted profit before tax 178.5 177.4
Tax (20.9) (26.3)
Non-controlling interests (10.5) (10.4)


Adjusted earnings per share 147.1 244.4 60.2 140.7 243.5
 57.8
 Adjustments
Amortisation of intangible (35.7) (14.6) (37.5)
(15.4) assets arising on acquisitions
Deferred tax on amortisation 13.5 5.6 9.7
 4.0 of intangible assets
Exceptional items (177.4) (72.6) (37.7)
(15.5)
Net financing income - other 0.1 - 0.5
 0.2
Basic earnings per share (52.4) 244.4 (21.4) 75.7 243.5
31.1
Dilution
Options - 4.6 - - 4.3
(0.5)
 


Diluted earnings per share (52.4) 249.0 (21.4) 75.7 247.8

30.6
Adjusted earnings per share 147.1 244.4 60.2 140.7
243.5
 57.8 (as above)
Options - 4.6 (1.1) - 4.3
(1.0)
Diluted adjusted earnings 147.1 249.0 59.1 140.7 247.8
 56.8 per share 


4. Statement of financial position

4.1 Goodwill
Goodwill is allocated and monitored by management at a cash
generating unit ('CGU') level, consisting of the 13 business
units operating across the Group's operating segments. Not all
business units are active in all segments; there are 29 CGUs at 31
December 2012 (2011: 31 CGUs). For reporting purposes, the CGUs have
been aggregated into the reportable segments, as shown in the tables
below. The CGUs are individually tested for impairment each year.
 31 December 2012
 Marketing Marketing
 Services Services
 PR - - Data
 Events Newswire Online Print Services
Total
 [pounds sterling]m [pounds sterling]m
[pounds sterling]m [pounds sterling]m [pounds sterling]m
[pounds sterling]m
Cost
 


At 1 January 2012 652.9 89.9 43.0 148.7 304.3 1,238.8
 Acquisitions (Note 27.4 (1.0) - - 0.3
26.7 6.1)
Disposals (Note 6.3) (2.1) - - (8.2) -
(10.3)
Transfers - - 23.6 - (23.6)
-
Classified as held (16.4) - - (86.8) (273.6)
(376.8) for sale (Note 6.4)
 


Currency translation (20.5) (3.7) (4.5) (5.0) (7.4) (41.1)
 At 31 December 2012 641.3 85.2 62.1 48.7 -
837.3
Impairment
At 1 January 2012 13.6 - - 125.8 11.4
150.8
 


Charge for the year 1.0 - - - - 1.0
 Classified as held (13.1) - - (75.6) (10.8)
(99.5) for sale (Note 6.4)
 


Currency translation (0.5) - - (4.5) (0.6) (5.6)
 At 31 December 2012 1.0 - - 45.7 -
46.7
Carrying amount
At 1 January 2012 639.3 89.9 43.0 22.9 292.9
1,088.0
 


At 31 December 2012 640.3 85.2 62.1 3.0 - 790.6
The classification of the Delta businesses as held for sale is
detailed in Note 1. Goodwill of [pounds sterling]23.6m was transferred
from the Data Services segment to the Marketing Services - Online
segment to be consistent with the product reporting, as described in
Note 2 - Segment information. Impairment testing for these businesses
was performed before the reallocation took place.
 Within the Events segment, management considers the UBM TechWeb Events
and UBM Live Events CGUs to be significant. The carrying amount of
goodwill attributed to these CGUs at 31 December 2012 was [pounds
sterling]170.8m and [pounds sterling]360.2m respectively (2011: [pounds
sterling]171.5m and [pounds sterling]339.0m respectively). Within the
Data Services segment, management considers the UBM Medica Data Services
CGU to be significant. The carrying amount of UBM Medica Data Services
goodwill at 31 December 2012 is classified as held for sale (2011:
[pounds sterling]192.0m). The PR Newswire CGU as reported above is also
considered to be significant.
31 December 2011
 Marketing Marketing
 Services Services
 PR - - Data
 Events Newswire Online Print Services
Total
 [pounds sterling]m [pounds sterling]m
[pounds sterling]m [pounds sterling]m [pounds sterling]m
[pounds sterling]m
Cost
At 1 January 2011 560.5 89.5 63.7 174.6 307.4
1,195.7
Acquisitions 54.5 - - - -
54.5
Disposals - - - (11.6) -
(11.6)
Transfer 34.7 - (21.0) (13.7) -
-
Currency 3.2 0.4 0.3 (0.6) (3.1)
0.2 translation
At 31 December 2011 652.9 89.9 43.0 148.7 304.3
1,238.8
Impairment
At 1 January 2011 14.1 - - 126.2 11.3
151.6
Currency (0.5) - - (0.4) 0.1
(0.8) translation
At 31 December 2011 13.6 - - 125.8 11.4
150.8
Carrying amount
At 1 January 2011 546.4 89.5 63.7 48.4 296.1
1,044.1
At 31 December 2011 639.3 89.9 43.0 22.9 292.9
1,088.0 


Goodwill of [pounds sterling]34.7m relating to UBM Canon was transferred from the two Marketing Services segments to the Events segment on completion of the purchase price allocation.
 Impairment tests for goodwill
For the years ended 31 December 2012 and 31 December 2011, the carrying
amount of each CGU (excluding the Delta businesses in 2012) has been
compared with its estimated value in use. The UBM Electronics Events CGU
has been impaired by


[pounds sterling]1.0m.
 The following key assumptions were used by management in the value in
use calculations:
 Pre-tax Perpetuity
 discount growth
 rate rate Cash flow
forecasts
 % %
Events 2012: 11.3 - 2012: 0.7 * Event revenue is expected
to
 13.9 - 2.5 continue to grow with
continued
 expansion in emerging
markets.
 2011: 11.5 - 2011: 1.3
 14.3 - 3.5
PR Newswire 2012: 13.1 2012: 2.3 * Continued steady growth
of the
 core wire distribution,
 2011: 11.7 2011: 2.0 engagement and
workflow/data
 businesses.
 * Expansion into the
marketing
 offerings.
 * Continued expansion in
high
 growth markets such as
China.
 * Continued investment in
 products, IT technology
and in
 sales and marketing to
drive
 continued growth in the
changing
 competitive and
technological
 environments.
Marketing Services 2012: 10.4 - 2012: 0.7 * The continued rebalancing
of the - Online 14.1 - 2.5 product portfolio,
away from
 print to digital.
 2011: 11.4 - 2011: 1.3
 12.0 - 1.7 * Investment in products
and IT
 technology.
Marketing Services 2012: 13.0 - 2012: 1.7 * Continued rationalisation
and - Print 19.7 optimisation of the
print
 2011: 1.3 portfolio with further
non-core
 2011: 11.5 - - 2.5 titles either closed or
sold,
 12.3 expected to result in
 stabilisation of print
margins.
Forecast cash flows For each CGU, the forecast cash flows for the first
five years are based on the most recent financial budgets and forecasts
approved by management. The forecast cash flows, budgets and forecasts
are based on assumptions that reflect past experience, long term trends,
industry forecasts and growth rates and management estimates (see
above).
For each CGU, the forecast cash flows beyond the period covered by the
most recent financial budgets and forecasts approved by management are
based upon the weighted average projected real gross domestic product
growth rate in 2016 of each of the territories in which the CGUs operate
(2011: 2015). Growth rates for each territory have been weighted based
on contribution to 2013 budgeted revenue (2011: contribution to 2012
budgeted revenue). The growth rates used in the value in use calculation
range from 0.7% to 2.5% (2011: 1.3% to 3.5%), depending on the
territories and industries in which each CGU operates.
Discount rate The discount rate for each CGU is based on the risk-free
rate for 20 year US government bonds, adjusted for a risk premium to
reflect the increased risk of investing in equities, the systematic risk
of the specific CGU and taking into account the relative size of the CGU
and the specific territories in which it operates.
The increased risk of investing in equities is assessed using an equity
market risk premium which reflects the increased return required over
and above a risk free rate by an investor who is investing in the whole
market. The equity market risk premium used is based on studies by
independent economists and historical equity market risk premiums. 


The risk adjustment for the systematic risk, beta, of the CGU reflects the risks specific to the CGU for which the forecast cash flows have not been adjusted. The adjustment to the rate has been determined by management using an average of the betas of comparable companies within respective sectors.

Sensitivities

Following the charge for impairment, the estimated recoverable amount of the UBM Electronics Events CGU is equal to its carrying amount of [pounds sterling]2.5m at 31 December 2012. Consequently, any adverse change in key assumption would, in isolation cause a further impairment loss to be recognised.
 Other than as disclosed below, management believes that no reasonably
possible change in any of the above key assumptions would cause the
carrying amount of any CGU to exceed its recoverable amount. The
estimated recoverable amount of UBM Connect Online is not significantly
higher than its carrying amount. The tables below show the carrying
amount of the goodwill in the CGU, the amount by which the recoverable
amount of the CGU exceeds the carrying amount of the CGU (the headroom)
and the reasonably possible percentage changes needed in isolation in
each of the key assumptions that would cause the recoverable amount of
the CGU to be equal to its carrying amount. The cash flow forecasts for
2012 and 2011 are expressed as the compound average growth rates in the
initial five year forecasts of the plans used for impairment testing.
31 December 2012
 Change
needed in assumption to
 reduce value in use to
 carrying amount
 Cash
 Goodwill Headroom Applied Applied Applied flow


Pre-tax Perpetuity
 30 above cash pre-tax perpetuity five
discount growth
 September carrying flow discount growth year
rate rate
 2012 amount forecast rate rate forecast
percentage percentage
 [pounds sterling]m [pounds sterling]m
% % % % points points
UBM Connect 16.5 4.3 9.0 13.0 2.5 (13.7)
1.5 (1.8) Online
31 December 2011
 Change
needed in assumption to
 reduce value in use to
 carrying amount
 Cash
 Goodwill Headroom Applied Applied Applied
flow 


Pre-tax Perpetuity
 30 above cash pre-tax perpetuity
five discount growth
 September carrying flow discount growth
year rate rate
 2011 amount forecast rate rate
forecast percentage percentage
 [pounds sterling]m [pounds sterling]m
% % % % points points
UBM Medica Events 5.0 2.0 22.5 14.0 3.5
(28.0) 3.4 (3.9)
UBM Medica Data 200.0 31.5 4.9 11.8 3.2
(13.0) 1.3 (1.3) Services
UBM Aviation Data 27.0 5.0 9.4 13.9 2.8
(15.0) 2.0 (2.1) Services
UBM Global Trade 26.0 4.5 17.7 14.8 1.3
(16.0) 2.0 (2.6) Data Services 


5. Capital Structure and financial policy

5.1 Movements in net debt

The definition of net debt has been changed in 2012 to include derivatives that are associated with debt instruments. This facilitates a more accurate reflection of the estimated settlement at maturity and is consistent with reporting by other companies.
 31
 1 January Non-cash Exchange
December
 2012 items Cash flow movement
2012
 [pounds sterling]m [pounds
sterling]m [pounds sterling]m [pounds sterling]m
[pounds sterling]m
Cash and cash equivalents 106.7 - (16.7) (3.1)
86.9 (including held for sale)
Bank overdrafts (0.1) - (0.1) -
(0.2)
Net cash 106.6 - (16.8) (3.1)
86.7
Bank loans due in less than (52.9) - 52.7 0.2
 - one year
Bank loans due in more than (87.8) - (94.9) 4.4
(178.3) one year
Bonds due in more than one (492.3) (0.9) - 10.4
(482.8) year
Borrowings (633.0) (0.9) (42.2) 15.0
(661.1)
Derivative assets associated 23.3 3.2 - -
26.5 with borrowings
Derivative liabilities (22.2) 15.0 1.7 -
(5.5)
associated with borrowings
Net debt (525.3) 17.3 (57.3) 11.9
(553.4)
 31
 1 January Non-cash Exchange
December
 2011 items Cash flow movement
2011
 [pounds sterling]m [pounds
sterling]m [pounds sterling]m [pounds sterling]m
[pounds sterling]m
Cash and cash equivalents 125.9 - (19.7) 0.5
106.7
Bank overdrafts (0.1) - - -
(0.1)
Net cash 125.8 - (19.7) 0.5
106.6
Bank loans due in less than (0.2) (54.0) 0.2 1.1
(52.9) one year
Bonds due in less than one (75.0) (19.1) 94.1 -
 - year
Bank loans due in more than (65.8) 45.5 (68.7) 1.2
(87.8) one year
Bonds due in more than one (469.4) (20.0) - (2.9)
(492.3) year
Borrowings (610.4) (47.6) 25.6 (0.6)
(633.0)
Derivative assets associated 6.8 16.5 - -
23.3 with borrowings
Derivative liabilities (26.1) 3.9 - -
(22.2) associated with borrowings
Net debt (503.9) (27.2) 5.9 (0.1)
(525.3) 


5.2 Cash and cash equivalents
 2012
2011
 [pounds sterling]m [pounds sterling]m
Cash at bank and in hand 22.1
28.2
Short term deposits 64.8
78.5
Cash at bank and in hand held for sale (8.4)
 -
 78.5
106.7
Cash at bank and in hand generally earns interest at floating rates
based on daily bank deposit rates. Short term deposits are made for
varying periods of between one day and three months and earn interest at
the respective short-term deposit rates. The majority of the
Group's surplus cash is deposited with major banks with rating at
least A (Standard and Poor's) or A2 (Moody's).
5.3 Borrowings
 2012
2011
 [pounds sterling]m [pounds sterling]m
Current
Bank overdrafts 0.2
0.1
[euro]53.1m floating rate reset loans 2012
-
52.9
 0.2
53.0
Non-current
[pounds sterling]300m variable rate multi-currency facility 2016
178.3 


87.8
 [pounds sterling]250m 6.5% sterling bonds due 2016
263.9 


262.4
 $350m 5.75% dollar bonds due 2020 218.9
229.9
 661.1
580.1
[euro]53.1m floating rate reset loans 2012 In March 2009, UBM raised
[euro]53.1m through two floating rate reset loans. The loans bore
interest for the first three years at six month EURIBOR plus 1.80%. In
March 2012, as provided in the terms, the Group redeemed the loans by
paying the fair value of the instruments on that date, [euro]63.3m
([pounds sterling]52.7m). In 2011, the future estimated cash flows were
re-assessed to include the expected cost of settling the option,
resulting in a carrying amount of [pounds sterling]52.9m and an
exceptional interest expense of [pounds sterling]8.5m at 31 December
2011.
[pounds sterling]300m variable rate multi-currency facility 2016 In May
2011, the Group arranged a five year [pounds sterling]300m variable rate
multi-currency facility to replace the cancelled [pounds sterling]325m
variable rate multi-currency facility due 2012. The [pounds
sterling]300m facility bears interest of LIBOR plus 1.0% whilst the UBM
plc rating is BBB-/Baa3 (UBM's current ratings). The future
interest rate is dependent on the credit rating of UBM plc: the rate
will be revised to LIBOR plus 1.35% for a downgrade to BB+/Ba1; LIBOR
plus 1.75% for downgrade to BB/Ba2 or lower; LIBOR plus 0.85% for an
upgrade to BBB/Baa2; or LIBOR plus 0.75% for an upgrade to BBB+/Baa1 or
higher. In addition when in excess of 33% of the facility is utilised
an additional fee of 0.2% on the total amount drawn is payable, this
increases to 0.4% when in excess of 66% of the facility is utilised. The
new facility will mature on 11 May 2016. Drawings under the facility are
as follows:
Currency of borrowing 2012 2012 2011
2011
 m [pounds
sterling]m m [pounds sterling]m
Canadian dollar 17.1 10.6 17.3
11.0
Euro 95.0 77.2 29.0
24.2
Sterling 83.0 83.0 40.0
40.0
Japanese yen 1,060 7.5 1,510.0
12.6
 178.3
87.8 


The undrawn portion of this facility is [pounds sterling]121.7m (2011: [pounds sterling]212.2m).
 [pounds sterling]250m 6.5% sterling bonds due 2016 Issued at 99.384% of
par, the bonds pay an annual interest coupon of 6.5% on 23 November
until maturity in 2016. The effective interest rate is 6.71%. The coupon
of 6.5% would be increased by 1.25% in the event the Group's long
term credit rating were to be reduced below investment grade by either
Standard and Poor's (below BBB-) or Moody's (below Baa3). The
Group entered into currency and interest rate swaps so that
approximately [pounds sterling]150m has been swapped into floating rate
US Dollars, at a rate of US LIBOR plus 3.14%. The Group entered into
currency swaps so that approximately [pounds sterling]100m was swapped
into fixed rate US Dollars, at a rate of 6.34%; these swaps were repaid
on 3 October 2012 to maintain an appropriate level of US dollar
borrowings.
$350m 5.75% dollar bonds due 2020 The Group issued $350m fixed rate
dollar bonds at 98.295% of par. The bonds pay a 5.75% coupon on a semi
annual basis on 3 May and 3 November until maturity in 2020. The
effective interest rate is 6.17%. The coupon of 5.75% would be increased
in the event the Group's long term credit rating were to be reduced
below investment grade by either Standard and Poor's (below BBB-)
or Moody's (below Baa3). The increase to the coupon would be 0.25%
per 'ratings notch' per agency. The Group entered into
interest rate swaps so that $150m of the bonds has been swapped into
floating rate US Dollars, at a rate of US LIBOR plus 2.63%. On 3 October
2012, $50m of the interest rate swaps were dedesignated (further details
in Note 5.4).
5.4 Net financing expense
 Before Before
 exceptional Exceptional exceptional
Exceptional
 items items Total items
items Total
 2012 2012 2012 2011
2011 2011
 [pounds sterling]m [pounds
sterling]m [pounds sterling]m [pounds sterling]m
[pounds sterling]m [pounds sterling]m
Financing expense
Borrowings and loans (28.9) - (28.9) (27.8)
(8.5) (36.3)
Other - - - (0.9)
- (0.9)
Total interest expense (28.9) - (28.9) (28.7)
(8.5) (37.2) for financial liabilities not classified at fair value
through profit or loss
Fair value movement on 1.0 - 1.0 7.8
- 7.8 interest rate swaps
Fair value movement on (1.1) - (1.1) (8.1)
- (8.1) [pounds sterling]250m bond
Ineffectiveness on fair (0.1) - (0.1) (0.3)
- (0.3) value hedges
Fair value movement on 2.7 - 2.7 11.2
- 11.2 interest rate swaps
Fair value movement on (2.9) 4.0 1.1 (11.6)
- (11.6) $350m bond
Ineffectiveness on fair (0.2) 4.0 3.8 (0.4)
- (0.4) value hedges
Fair value movement on - (0.9) (0.9) -
(1.8) (1.8) put options over non-controlling interests
Fair value loss on - - - -
(19.1) (19.1) redemption of [pounds sterling]75m floating rate reset
bonds
Foreign exchange loss (1.2) - (1.2) -
- - on forward contracts
Other fair value (0.2) - (0.2) -
- - movements
 (30.6) 3.1 (27.5) (29.4)
(29.4) (58.8)
Financing income
Interest income 1.0 - 1.0 1.1
- 1.1
Pension schemes net 2.7 - 2.7 3.1
- 3.1 finance income
Foreign exchange gain 1.7 - 1.7 -
- -
Foreign exchange gain - - - 1.2
- 1.2 on forward contracts
Other fair value 0.1 - 0.1 -
- - movements
 5.5 - 5.5 5.4
- 5.4
Net financing expense (25.1) 3.1 (22.0) (24.0)
(29.4) (53.4)
The ineffectiveness on fair value hedges represents the difference
between the fair value movement of the interest rate swaps designated as
hedge instruments and the fair value movement of the hedged portions of
the [pounds sterling]250m 6.5% sterling bonds due 2016 and the $350m
5.75% dollar bonds due 2020. 


The exceptional financing expenses for 2012 and 2011 comprise:

* [pounds sterling]4.0m gain from the cessation of fair value hedge accounting for a $50m

portion of the $350m bond. This $50m portion of the bond is subsequently
 accounted for at amortised cost;
 * [pounds sterling]0.9m relating to the fair value movement on put
options over
 non-controlling interests (2011: [pounds sterling]1.8m);
 


* [pounds sterling]8.5m within 2011 borrowings and loans relating to the re-assessment of the

amortised cost carrying amount of the [euro]53.1m floating rate reset loans.

Further details are provided in Note 5.3; and

* [pounds sterling]19.1m relating to the payment of the fair market value of the options
 associated with the redemption of the [pounds sterling]75m floating
rate reset bonds in
 September 2011.
5.5 Equity and dividends
Share capital
Authorised 2012
2011
 [pounds sterling]m [pounds sterling]m
1,217,124,740 (2011: 1,217,124,740) ordinary shares of 10 121.7
121.7 pence each
 Ordinary
Ordinary
 shares
Shares
Issued and fully paid Number
[pounds sterling]m
At 1 January 2011 244,553,606
24.4
Issued in respect of share option schemes and other 225,429
0.1 entitlements
At 31 December 2011 244,779,035
24.5
Issued in respect of share option schemes and other 688,094
 - entitlements
At 31 December 2012 245,467,129
24.5
The ESOP Trust owns 0.48% (2011: 0.43%) of the issued share capital of
the Company in trust for the benefit of employees of the Group and their
dependents. The voting rights in relation to these shares are exercised
by the trustees.
Dividends
 2012
2011
 [pounds sterling]m [pounds sterling]m
Declared and paid during the year
Equity dividends on ordinary shares


Second interim dividend for 2011 of 20.0p (2010: 19.0p) 48.9 46.2
 Interim dividend for 2012 of 6.7p (2011: 6.3p) 16.4
15.3
 65.3
61.5
Proposed (not recognised as a liability at 31 December)
Equity dividends on ordinary shares
Final dividend for 2012 of 20.0p (2011: 20.0p) 48.9


48.7
 Pursuant to the Dividend Access Plan ('DAP') arrangements put
in place as part of the Scheme of Arrangement, shareholders in the
Company are able to elect to receive their dividends from a UK source
(the 'DAP election'). Shareholders who held 50,000 or fewer
shares (i) on the date of admission of the Company's shares to the
London Stock Exchange and (ii) in the case of shareholders who did not
own the shares at that time, on the first dividend record date after
they become shareholders in the Company, unless they elect otherwise,
will be deemed to have elected to receive their dividends under the DAP
arrangements. Shareholders who hold more than 50,000 shares and who wish
to receive their dividends from a UK source must make a DAP election.
All elections remain in force indefinitely unless revoked. Unless
shareholders have made a DAP election, or are deemed to have made a DAP
election, dividends will be received from an Irish source and will be
taxed accordingly. 


Following the return of the Company to the UK on 30 November 2012, the DAP will no longer be required.

There are no income tax consequences to the Group arising from the payment of dividends by the Company to its shareholders.
 Other reserves
 Foreign
 currency
Total
 Merger translation ESOP Other
other
 reserve reserve reserve reserve
reserves
 [pounds sterling]m
[pounds sterling]m [pounds sterling]m [pounds sterling]m
[pounds sterling]m
Balance at 1 January 2011 (732.2) 7.0 (8.8) 125.3
(608.7)
Total comprehensive income for - 0.3 - -
0.3 the year1
Shares awarded by ESOP - - 3.3 -
3.3
Balance at 31 December 2011 (732.2) 7.3 (5.5) 125.3
(605.1)
Total comprehensive income for - (10.6) - -
(10.6) the year2
Shares awarded by ESOP - - 15.5 -
15.5
Own shares purchased by the - - (8.1) -
(8.1) Company
 


Balance at 31 December 2012 (732.2) (3.3) 1.9 125.3 (608.3)
1 The amount included in the foreign currency translation reserve
for 2011 represents the currency translation difference on foreign
operations on Group subsidiaries of [pounds sterling]0.9m (excluding
[pounds sterling]0.4m relating to non-controlling interests), on net
investment hedges of [pounds sterling](0.7)m and on joint ventures and
associates of [pounds sterling]0.1m. 


2 The amount included in the foreign currency translation reserve for 2012 represents the currency translation difference on foreign operations on Group subsidiaries of [pounds sterling]17.8m (excluding [pounds sterling](2.2)m relating to non-controlling interests), on net investment hedges of [pounds sterling](28.2)m and on joint ventures and associates of [pounds sterling](0.2)m.
 Merger reserve The merger reserve is used to record entries in relation
to certain reorganisations that took place in previous accounting
periods. The majority of the balance on the reserve relates to the
capital reorganisation that took place in 2008 which created a new
holding company which is UK-listed, incorporated in Jersey and with its
tax residence in the Republic of Ireland. The return of the
Company's tax residency to the United Kingdom has had no impact on
these balances.
Foreign currency translation reserve The foreign currency translation
reserve is used to record exchange differences arising from the
translation of the financial statements of foreign subsidiaries. It is
also used to record the effect of hedging net investments of foreign
operations. Of this balance a gain of [pounds sterling]24.9m will be
recycled to the income statement in 2013 on completion of the disposal
of the Delta businesses (as disclosed in Note 6.4).
ESOP reserve The ESOP reserve records ordinary shares held by the ESOP
to satisfy future share awards. The shares are recorded at the cost of
purchasing shares in the open market. During the year ended 31 December
2012, 2,675,000 shares were purchased by the ESOP (2011: nil shares).
6. Acquisitions and disposals
6.1 Acquisitions
The Group completed ten acquisitions in 2012 none of which were
individually significant (2011: eight acquisitions of which
International Business Events Limited, owner of the Ecobuild exhibition
business, ('Ecobuild') was significant). Details of
acquisitions have been provided in aggregate in the table below. Note
6.2 provides details of equity transactions which are those acquisitions
where the Group already held control prior to the transaction.


Acquisitions

The fair value of the identifiable assets and liabilities acquired in respect of acquisitions (excluding equity transactions) made in 2012 are:
 All
 acquisitions
 2012
 [pounds sterling]m
Intangible assets 14.4
Trade and other receivables
3.3
Cash and cash equivalents
0.2
Total assets 17.9
Trade and other payables
(6.0)
Deferred tax liability
(3.2)
Total liabilities (9.2)
Identifiable net assets acquired


8.7
Goodwill arising on acquisition


27.7
Contingent consideration adjustments on pre 1
 (1.0) January 2010 acquisitions
Non-controlling interests
(5.0)
 30.4
Trade and other receivables acquired have been measured at fair value
which is the gross contractual amounts receivable. All amounts
recognised are expected to be collected. 


The intangible assets acquired as part of the acquisitions were:
 Total
 2012
 [pounds sterling]m
Brands 7.4
 Order backlog 0.6
 Customer relationships
5.6
Customer contracts and relationships
6.2
Databases 0.8
Total 14.4 


For significant acquisitions, management is assisted by external advisors in identifying and measuring the fair values of any intangible assets acquired.
 The total consideration transferred on acquisitions (excluding equity
transactions) is as follows:
 All
 acquisitions
 2012
 [pounds sterling]m
Cash and cash equivalents
24.8
Fair value of contingent consideration
4.7
Deferred consideration
1.9
Contingent consideration adjustments on pre 1
(1.0) January 2010 acquisitions
Total consideration transferred


30.4
 Acquisition costs of [pounds sterling]1.0m (2011: [pounds
sterling]2.9m) have been recognised as an exceptional operating item in
the income statement (Note 3.1) and are included in operating cash flows
in the statement of cash flows. 


Cash flow effect of acquisitions

The aggregate cash flow effect of acquisitions was as follows:
 2012
 [pounds sterling]m
Net cash acquired with the subsidiaries


(0.2)
 Cash paid to acquire subsidiaries


24.8
Contingent consideration paid:
 2007 acquisitions 0.9
2008 acquisitions 3.3
2009 acquisitions 1.4
2010 acquisitions 9.0
2011 acquisitions 14.4
2012 acquisitions 2.1
Deferred consideration paid:
2010 acquisitions 0.1
2011 acquisitions 1.6
2012 acquisitions 0.2
Net cash outflow on acquisitions


57.6
The Group paid [pounds sterling]31.1m of contingent consideration
during 2012 in relation to the 2007 acquisition of Vintage Filings LLC,
the 2008 acquisitions of Aerostrategy's aviation business, Global
Games Media and Sanguine Microelectronics, the 2009 acquisition of
Virtual Press Office, the 2010 acquisitions of Game Advertising Online,
SharedVue, CenTradeX Inc., PR Newswire do Brazil, the Shanghai
International Children-Baby-Maternity Products Expo, Astound LLC, The
Route Development Group and Hors Antenne, the 2011 acquisitions of
Rotaforte International Trade Fairs & Media, AMB Exhibitions Sdn Bhd
and AMB Exhibitions Events Sdn Bhd, International Business Events, Index
Furniture Fairs Private Limited, Online Marketing Summit and Renewable
Energy India and the 2012 acquisitions of Shanghai UBM ShowStar
Exhibition Co. Limited. The Group also paid [pounds sterling]1.9m of
deferred consideration during 2012 in relation to the 2011 acquisitions
of Rotaforte International Trade Fairs & Media, AMB Exhibitions Sdn
Bhd and AMB Exhibitions Events Sdn Bhd, UBM Catersource LLC, Online
Marketing Summit and Renewable Energy India and the 2012 acquisition of
Shanghai International Wine & Spirits Exhibition. 


2012 acquisitions
 Each of the acquisitions add further industry-leading exhibitions to
each of the Group's community portfolios and are in line with the
Group's strategy to enhance and expand its international presence
in geographic regions of significant growth. The goodwill of [pounds
sterling]27.7m recognised for other acquisitions relates to certain
intangible assets that cannot be individually separated. These include
items such as customer loyalty, market share, skilled workforce and
synergies expected to arise after the acquisition completion. Of the
goodwill arising, an amount of [pounds sterling]2.3m is expected to be
deductible for tax purposes.
The Group has acquired 100% of the voting rights in all cases where
acquisitions involved the purchase of companies unless otherwise stated
below. All 2012 acquisitions where less than 100% of the voting rights
of a company were purchased have been accounted for using the full
goodwill method. The acquisition accounting for Insight Media Limited
has been determined on a provisional basis as the valuation exercise at
the date of acquisition is ongoing.
 Initial and
 2012 deferred
Maximum
 acquisition consideration
contingent Acquisition date Activity Segment
[pounds sterling]m consideration
4G World 1 February Telecoms and Events 2.6
- telecoms and wireless event wireless trade show
Insight Media 14 February Annual event Events 1.7
- Limited focussing on (remaining 75%)
airport commercial owner of activities and
Airport Cities land use, the World
development of
Exhibition and airport cities and
Conference associated urban ('ACE')
planning issues
Malaysian 20 February Export oriented Events 9.9
- International furniture trade Furniture Fair
show held annually
 in Kuala Lumpur
Shanghai UBM 22 March China's leading Events
4.0 [pounds sterling]3.4m payable Showstar dental
industry over the next Exhibition Co
exhibition three years Limited (70%) a newly
formed company that owns DenTech China
Negocios nos 12 April South America's Events
6.7 - Trilhos leading railway
Participacoes industry Ltda ('NT
exhibition Expo')
Official Board 1 May North American Data 0.6
- Markets and paid subscription Services Paperboard
price index Packaging ('OBM')
Bench$mart 1 May Price benchmarking Data 0.2
[pounds sterling]0.1m payable
 service Services
over the next
 year
Shanghai 12 July Twice yearly wine Events 0.6
[pounds sterling]0.1m to be International exhibition
in paid within Wine & Spirits
China 30 days of Exhibition
 the 2013
 spring event
I.C.C. 15 October Operator of the Events 2.3
[pounds sterling]1.1m payable
Fuarcilik ve leading baby show
over the next Organizasyon in Turkey (EFEM)
three years Ticaret A.S (70%)
Eco Exhibitions 18 December South Asia's Events
0.6
 - Sdn Bhd (65%) biggest event for owner of
sustainable Greenbuild Asia building design
 and construction
 29.2
[pounds sterling]4.7m
Put and call options
The following put and call options were entered into as part of
acquisitions in the year. Put options are reported within derivative
financial instruments. The fair value of call options are not material
to the Group.
 2012
 Option price Option exercise date
[pounds sterling]m
Eco Exhibitions Sdn Bhd 35% 5.7x EBITA Call: From the fifth
0.6 put and call options capped at MYR anniversary of
 20m ([pounds sterling]4.1m)
completion of the
 2013 event
 Put: From the third
 anniversary of
 completion of the
 2013 event
 Put
options
 over non-
 controlling
 interests
 2012
 [pounds sterling]m
At 1 January (13.4)
Acquisitions (Note 6.1)
(0.6)
Changes in estimates (income
(0.9) statement)
Currency translation
1.3
At 31 December (13.6) 


Contingent and deferred consideration
 The potential undiscounted amount for all future payments that the
Group could be required to make under the contingent consideration
arrangements for 2012 acquisitions are between nil and the maximum
amounts disclosed by acquisition on the previous pages; [pounds
sterling]4.7m in aggregate (maximum remaining at 31 December 2012 for
2011 and 2010 acquisitions: [pounds sterling]12.0m and [pounds
sterling]42.7m respectively). The contingent consideration for each
acquisition made during the year is based on the terms set out in the
relevant purchase agreements. The amounts recognised in the
consideration tables as the fair values of contingent considerations
have been determined by reference to the projected financial performance
in relation to the specific contingent consideration criteria for each
acquisition.
The movement in the contingent and deferred consideration payable during
the year was:
 Contingent Deferred
Total
 2012 2012
2012
 [pounds
sterling]m [pounds sterling]m [pounds sterling]m
At 1 January 37.3 5.7
43.0
Acquisitions and equity 6.0 1.9
7.9 transactions
Consideration paid (31.1) (1.9)
(33.0)
Changes in estimates (1.0) -
(1.0) (goodwill)
Changes in estimates (2.9) -
(2.9) (income statement)
Classified as held for (0.1) -
(0.1) sale (Note 6.4)
Currency translation (0.7) (0.1)
(0.8)
At 31 December 7.5 5.6
13.1
Current 4.9 5.6
10.5
Non-current 2.6 -
2.6
At 31 December 7.5 5.6
13.1
Acquisition performance
From their respective dates of acquisition to 31 December 2012, the
acquisitions completed in 2012 contributed [pounds sterling]4.1m to
operating profit and [pounds sterling]10.7m to revenue of the Group. If
the acquisitions had taken place at the beginning of 2012, the
acquisitions would have contributed [pounds sterling]5.1m of operating
profit and [pounds sterling]13.0m to revenue of the Group. 


6.2 Equity transactions
 On 23 January 2012, the Group acquired the remaining 21% minority
shareholding of RISI Inc. for initial consideration of $0.4m ([pounds
sterling]0.2m) and a further performance related consideration of up to
$6.8m ([pounds sterling]4.3m) payable over the next four years. This
equity purchase brings the Group's total shareholding in RISI Inc.
to 100%.
On 18 May 2012, the Group acquired an additional 25% shareholding in
Shanghai Expobuild International Exhibition Company Limited
('Expobuild') for total cash consideration of [pounds
sterling]0.4m. This equity purchase brings the Group's total
shareholding in Expobuild to 70.5%.
On 31 October 2012, the Group acquired the remaining 50% minority
shareholding of Canada Newswire for total cash consideration of [pounds
sterling]30.1m. This equity purchase brings the Group's total
shareholding in Canada Newswire to 100%.
 RISI Canada
 Inc Expobuild Newswire
Total
 2012 2012 2012
2012
 [pounds sterling]m
[pounds sterling]m [pounds sterling]m [pounds sterling]m
Cash paid 0.2 0.4 30.1
30.7
Contingent consideration 1.3 - -
1.3
Carrying amount of non-controlling (0.7) (0.4) (2.5)
(3.6) interest at acquisition date
Recognised in equity 0.8 - 27.6
28.4
6.3 Disposals
 Gain/
 Initial and
(loss) 2012 disposals 2012
contingent on
 disposal consideration
disposal Disposal date Activity Segment
[pounds sterling]m [pounds sterling]m
Belgium medical 9 January Market leading Marketing -
0.4 print activities, provider of Services retaining
a 50% media-based - Print equity share1
marketing
 services for
 Belgian
 healthcare
 professionals
UK agriculture 19 March Portfolio Marketing 10.3
1.4 and medical includes Farmers Services general
Guardian and - Print practitioner Pulse magazines
portfolios
CME LLC 30 March Owner of Psych Events 0.6
(0.5)
 Congress,
 continuing
 medical education
 programmes for
 clinicians
Thermalies 26 July A hydrotherapy, Events 0.7
-
 thalassotherapy
 and well-being
 event, held
 annually in Paris
Musical America 15 December An annual print Marketing 0.1
0.1
 directory of Services
 artists and - Print
 performers,
 supported by an
 online version of
 the directory
Oil Price Daily 19 December A daily Marketing 0.2
0.2
 publication of Services
 prices for - Print
 gasoline, diesel
 and bunker fuels
 at key markets
 around the world
 11.9
1.6 


1 The Group accounts for the remaining interest as a joint venture, valued at [pounds sterling]1.3m.
 The aggregate effect of the disposals on the Group's assets and
liabilities were as follows:
 2012
 [pounds sterling]m
Goodwill (10.3)
Property, plant and equipment
(0.1)
Trade and other receivables
(1.6)
Cash and cash equivalents
(1.8)
Total assets (13.8)
Trade and other payables
4.4
Total liabilities 4.4
Identifiable net assets
(9.4)
Costs associated with disposal


(2.2)
Fair value of retained interest
 1.3
Gain on disposal (1.6)
Consideration received
11.9
Less cash disposed and deferred consideration
(1.8)
Net cash inflow 10.1 


6.4 Discontinued operations and assets held for sale

As disclosed in Note 1, the Group has classified the Delta businesses as discontinued operations at 31 December 2012.

The results of the discontinued operations which have been included in the consolidated income statement were as follows:
 2012
2011
 [pounds sterling]m [pounds sterling]m
Revenue 179.3
190.0
Operating expenses (153.3)
(162.9)
Amortisation of intangible assets arising on acquisitions (10.0)
(11.1)
Exceptional operating items 1.8
0.2
Share of results from joint ventures and associates (after 0.7
0.6 tax)
Operating profit from discontinued operations 18.5
16.8
Financing income -
-
Financing expense -
-
Profit before tax attributable to discontinued operations 18.5
16.8
Attributable tax (0.2)
(3.0)
Profit after tax from discontinued operations 18.3
13.8
Loss on assets held for sale (181.4)
-
Attributable tax -
-
 


(Loss)/profit for the year from discontinued operations (163.1) 13.8
Earnings per share for discontinued operations
 Basic (66.7)p
5.7p
Diluted (66.7)p
5.6p 


Reconciliation of adjusted operating profit from discontinued operations
 2012
2011
 [pounds sterling]m [pounds sterling]m
Operating profit from discontinued operations 18.5


16.8
 Amortisation of intangible assets arising on acquisitions 10.0
11.1
Exceptional items (1.8)
(0.2)
 


Adjusted operating profit from discontinued operations 26.7 27.7

Net cash flows attributable to discontinued operations
 2012
2011
 [pounds sterling]m [pounds sterling]m
Net cash from operating activities 15.0


16.6
 Net cash from investing activities (5.2)


(4.6)
 Net cash from financing activities (13.8)


(15.6)

Net cash flows attributable to discontinued operations (4.0) (3.6)

Loss on assets held for sale
 2012
 [pounds sterling]m
Impairment charge (159.6)
Costs of sale (21.8)
Loss on assets held for sale 


(181.4)
Exceptional operating items


1.8
 Total exceptional items from discontinued operations


(179.6)
 The classification as held for sale requires assets and liabilities to
be measured at the lower of their carrying amounts and fair value less
costs to sell. The goodwill has been reduced to reflect the sale
consideration in the binding sale agreement, resulting in an impairment
charge of [pounds sterling]159.6m.
The loss on assets held for sale also includes costs incurred in
relation to the disposal. Costs of sale include professional fees of
[pounds sterling]8.5m, disposal and separation costs of [pounds
sterling]9.2m and [pounds sterling]4.1m of costs incurred in preparing
the business for sale.
Assets held for sale measured at the lower of their carrying amounts and
fair value less costs to sell
 2012
2011
 [pounds sterling]m [pounds sterling]m
Goodwill 117.7
-
Intangible assets 24.8
-
Property, plant and equipment 8.0


-
Investments in joint ventures and associates
3.1
 -
Inventories 5.6
-
Trade and other receivables 39.8
-
Cash and cash equivalents 8.4
-
Assets of disposal group classified as held for sale 207.4
 -
Trade and other payables (58.5)
-
Current tax liability (2.0)
-
Deferred tax liability (8.7)
-
Liabilities associated with assets of disposal group (69.2)
- classified as held for sale
Net assets classified as held for sale 138.2


-

7. Events after the reporting period

As disclosed in Note 1, on 5 February 2013 the Group received a binding offer from Electra Partners LLP to purchase Delta for consideration of [pounds sterling]160.0m including a [pounds sterling]40.0m vendor loan note.
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