2012 ANNUAL REPORT & NOTICE OF 2013 ANNUAL GENERAL MEETING
UBM plc ("the Company") announces that its Annual General Meeting will be held
at 2.30pm on Thursday 23 May 2013 at One Great George Street, Westminster,
London SW1P 3AA. In connection with this, the following documents have been
posted or otherwise made available to shareholders today:
Annual Report & Accounts for the year ended 31 December 2012
Notice of 2013 Annual General Meeting
Form of Proxy for the 2013 AGM
In accordance with Listing Rule 9.6.1, copies of these documents have also been
submitted to the UK Listing Authority via the National Storage Mechanism and
will be available for viewing shortly at www.hemscott.com/nsm.do
The 2012 Annual Report & Accounts and Notice of the 2012 Annual General Meeting
will also shortly be available on the Company's website at www.ubm.com.
The appendices to this announcement contain additional information which has
been extracted from the Annual Report & Accounts for the year ended 31 December
2012 ("the Annual Report") for the purposes of compliance with the Disclosure
and Transparency Rules ("DTR") and should be read together with the Final
Results Announcement, which can be downloaded from the Company's website
www.ubm.com. This announcement should be read in conjunction with, and is not a
substitute for, reading the full Annual Report. Together these constitute the
information required by DTR 6.3.5 which is required to be communicated to the
media in full unedited text through a Regulatory Information Service.
Appendix A: Directors' responsibility statement
The directors are responsible for preparing the Annual Report and the financial
statements in accordance with applicable law and regulations. The Companies
(Jersey) Law 1991 requires the directors to prepare financial statements for
each financial period in accordance with generally accepted accounting
principles prescribed for the purposes of the Law for market traded companies.
The financial statements of the Company are required by law to give a true and
fair view of, or be presented fairly in all material respects so as to show,
the state of affairs of the Company at the end of the period covered by the
accounts and of the profit or loss of the Company for that period. In preparing
these financial statements, the directors should:
- Select suitable accounting policies and then apply them consistently;
- Make judgments and estimates that are reasonable and prudent;
- Specify which generally accepted accounting principles have been followed in
their preparation; and
- Prepare the financial statements on the going concern basis unless it is
inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping accounting records which are
sufficient to show and explain the Company's transactions and are such as to
disclose with reasonable accuracy at any time the financial position of the
Company and enable them to ensure that the financial statements prepared by the
Company comply with the requirements of the Companies (Jersey) Law 1991. They
are also responsible for safeguarding the assets of the Group and the Company
and hence for taking reasonable steps for the prevention and detection of fraud
and other irregularities.
The directors are responsible for the maintenance and integrity of the
corporate and financial information included on the Company's website.
Legislation in Jersey governing the preparation and dissemination of financial
statements may differ from legislation in other jurisdictions.
Each of the directors at the date of this report, whose names and functions are
listed on page 44 confirm that, to the best of their knowledge:
- the Group financial statements in this report, which have been prepared in
accordance with International Financial Reporting Standards (IFRS) as issued by
the International Accounting Standards Board (IASB) and IFRIC interpretations,
and the Company financial statements in this report, which have been prepared
in accordance with United Kingdom generally accepted
accounting principles, give a true and fair view of the assets, liabilities,
financial position and result of the Company and the undertakings included in
the consolidation taken as a whole; and
- the management report contained in this report includes a fair review of the
development and performance of the business and the position of the Company and
the undertakings included in the consolidation taken as a whole, together with
a description of the principal risks and uncertainties that they face.
Appendix B: Principal Risks
A description of the principal risks that the Company faces is extracted from
pages 29 to 33 of the Annual Report.
Sound risk management is an essential discipline for running the business
The management and monitoring of these risks is ongoing. Where appropriate,
they are managed and monitored at the operational level by the head of each
business unit, with guidance from the Executive team (who are appraised of risk
dynamics during their regular calls with their direct reports).
There is also oversight from the Board (who discuss the risks and the scenarios
exercise annually). Specific management and mitigation activity for these risks
are detailed below.
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. Our strategy is to have a diversified offering
across different markets and geographies. Market trends and collections
performance are closely monitored at a divisional level and regularly reported
upon. Credit policies are reviewed if deemed necessary.
Legislation or compliance requirement changes: The global nature of UBM exposes
us to laws in various jurisdictions and therefore the potential for
unfavourable changes in applicable law or compliance requirements. For example,
more onerous health and safety requirements may result in higher event costs.
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. Risks are managed through legal and operational reviews. UBM adopts
global ethical and operational standards which meet or go beyond the local
requirements. The divisions monitor legislative changes to ensure compliance
and, where necessary, change operational procedure, provide staff training and
regularly discuss with senior management. We have robust IT systems and
processes which ensure data protection.
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. We have, where available, insurance coverage and terms and
conditions within our contracts to reduce our liabilities. We maintain close
relationships with our customers and plan for alternative venues. We reduce
dependence on particular communities or countries. We have business continuity
arrangements including IT disaster recovery plans to minimise any business
disruption. We also have a global web-based internal hub which acts as an
alternative means to connect, communicate and collaborate with colleagues.
Acquisition and 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. Risks are mitigated by applying strict strategic and financial
criteria. We have well documented acquisition and integration processes. Our
acquisition strategy tends to focus on small bolt-ons in markets adjacent to
communities or geographies in which we already operate. We subject the process
to close monitoring and review by internal audit and the Board.
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. Social media platforms, search engines and other online
technologies could all pose a competitive threat to our businesses. Our
scenario planning process identifies emerging behavioural trends which require
action. We act to differentiate our proposition from the competition and ensure
our offering is effective at satisfying our customers' needs and delivering
value. Our strategy of creating a balanced portfolio of products helps us to
meet the changing needs of our customers. We invest heavily, acquire and
develop innovative digital products and rationalise elements of our proposition
in which we are threatened (e.g. the contraction of our print magazine
portfolio). Each division closely monitors trends and provides regular updates
to senior management.
Geographic and emerging market exposures: Our business operates in many
geographies, particularly Emerging Markets, which may present logistical and
management challenges due to different business cultures, laws, languages and
health and safety standards. Expansion through joint ventures lowers logistical
and management issues but can create exposure if we are unable to extract the
rewards from our investment. We expand through joint venture partners whom we
integrate into our development programmes. We send experienced employees into
new regions to form part of local management teams. We adopt rigorous global
controls, strong financial systems and compliance requirements - new markets
are subject to the same standards and policies as all business regions. We use
our internal hub to promulgate global best practice and learning. New market
entry is subject to close Board monitoring and internal audit review. We take a
proactive approach to event health and safety by operating to minimum standards
which are often higher than local requirements and also by seeking to drive
improvements at specific venues by working with industry bodies and other event
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. We seek to mitigate
project-related risks through robust project management discipline, close
monitoring by internal audit and the Board and by assigning responsibility for
projects at an executive management level within UBM.
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. We place significant emphasis on succession
planning, and developing and retaining talented personnel. We are creating an
employer brand for UBM and a highly engaged culture as evidenced by the
internal staff survey initiative, UBM Voice. This is through incentive schemes,
developing the Company culture and by running a number of talent management and
specific succession planning programmes.
IT: The increasing use of and reliance upon technology throughout all of our
businesses heightens 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. Our IT function operates
clearly defined IT policies, procedures and maintenance programmes. Disaster
Recovery Plans are in place for key systems and these are subject to regular
testing. The Group security department works with our businesses on all IT
security matters, including the education of staff in respect of this area. IT
systems and security are reviewed regularly by the internal audit department
and we employ external firms to conduct periodic penetration tests of primary
Liquidity: UBM liquidity issues may curtail the ability to make certain
acquisitions or obtain refinancing. Local liquidity issues could have a
negative reputational impact. We have conservative levels of cash, credit
facilities and an attractive maturity profile. We make use of a range of
borrowing facilities to fund requirements at short notice and at competitive
Credit risk/counterparty exposure: We have unsecured credit risk from the
potential non-performance by counterparties to financial instruments. The
credit risk is normally limited to the amount of any mark to market gain on the
instrument. We also have credit exposure for the amount of cash and cash
equivalents on the balance sheet. Treasury policy restricts the counterparties
with whom funds can be invested and derivative contracts can be entered into
and constantly monitors them. We collect revenues for events upfront and given
our large and diverse customer base, there is no significant concentration of
credit risk with respect to trade receivables.
Exchange rate fluctuations: We have a significant proportion of revenue that is
currencies other than sterling. Foreign exchange rate fluctuations could
therefore adversely affect our reported earnings in pound sterling and the
strength of our balance sheet. Exchange rate exposures are hedged under a
policy of denominating borrowings in currencies where significant translation
Tax: There is a risk that UBM could enter into planning arrangements or
structures which are challenged or become ineffective with legislation changes.
We are transparent and have a proactive dialogue with relevant tax authorities
in good faith. We manage our tax affairs by monitoring tax developments,
liaising with external advisors and regularly reviewing the tax planning
Pensions: The cost of providing pension benefits to existing and former
employees is subject to changes in pension fund values and changing mortality.
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.
There has been active management of the investment portfolio and additional
contributions have been made to the UK schemes. UBM has no continuing defined
benefit schemes open to new members. We have taken steps to manage proactively;
reporting to the Board quarterly and empowering Trustees to respond in a timely
Appendix C: Related party transactions (extracted from pages 127 to 128, Note
8.2, Annual Report)
The Group entered into the following transactions with related parties during
due to due to
the Value of the
Group at Group at
31 transactions 31
with Nature of Nature of 2012 2012 2011
related parties relationship transactions £m £m £m
eMedia Asia Joint Disposal of - - -
Limited Venture EDN China,
EDN Asia and
eXalt Solutions Associate Sub-lease -* -* -
Inc - Associate
Guangzhou Joint Commission 0.2 - 0.1
Beauty Fair Venture and
PA Group Associate Sale of - (30.1) -
GML Exhibitions Joint Commission 0.4 0.4 -
(Thailand) Venture and
Co Limited management
Shanghai Investment IT services -* (0.1) -*
* Transactions and balances (owed by)/due to the Group less than £0.1m.
During the year, the Group and Roularta Media Group each contributed their
Belgium medical print activities to their 50:50 joint venture, ActuaMedica as
detailed in Note 4.4 (page 96 in the Annual Report).
Thomson Reuters, an information provider, provided services to the Group during
the year for fees of £77,373 (2011: nil). In addition, the Group provided
services to Thomson Reuters for £1,953 (2011: nil). At 31 December 2012 the
Group holds a trade receivable from Thomson Reuters of £763 (2011: nil). Dame
Helen Alexander, Chairman of the Group from 12 May 2012, is a Director of
Thomson Reuters Founders Share Company Limited.
During the year, the group provided services to Incisive Media Services, a
business-to-business (B2B) information provider, for fees of £849 (2011: nil).
Dame Helen Alexander, is a Director of Incisive Media Holdings Limited.
In the year ended 31 December 2011, the Group provided services to Euromoney
Institutional Investor Plc, an international publishing, events and electronic
information group, for fees of £3,975. There were no transactions for the year
ended 31 December 2012. John Botts, Chairman of the Group until 11 May 2012, is
a director of Euromoney Institutional Investor Plc.
During the year, Leaders Quest, a non-profit organisation, organised various
management conferences for the Group for fees of £86,000 (2011: nil). Lindsay
Levin, wife of David Levin, Chief Executive Officer of the Group, is a partner
of Leaders Quest.
Computacenter plc, a provider of IT infrastructure services, provided services
to the Group during the year for fees of £13,506 (2011: £22,000). Greg Lock,
non-executive director of the Group, is the chairman of Computacenter plc.
During the year, the Group provided services to Kofax plc, a business solutions
provider, for fees £42,843 (2011: £12,000). The Group held a trade receivable
with Kofax of £11,082 as at 31 December 2012 (2011: nil). Greg Lock is the
non-executive Chairman of the Board and Chairman of the Nomination committee of
During the year, the Group provided advertising services and event sponsorship
to Microland, an IT infrastructure management outsourcing services provider,
for £1,314 (2011: £4,649). Pradeep Kar, a non-executive director of the
is founder, chairman and managing director of Microland.
During the year, the Group provided services to the Swets group of companies
(`Swets'), information services providers, for fees of £5,249 (2011:
At 31 December 2012, the Group had a trade receivable with Swets of nil (2011:
£9,420). In the prior year, Swets also provided services to the Group for fees
of £13,719. Jonathan Newcomb, a non-executive director of the Group, is
chairman of the Swets Board.
London Business School, a provider of Education services, provided services to
the Group during the year for fees of £630 (2011: Nil). Terry Neill, a
of the Group, is Chairman of the Finance Committee of the London Business
Transactions with related parties are made at arm's length. Outstanding
balances at year-end are unsecured and settlement occurs in cash. There are no
bad debt provisions for related party balances as at 31 December 2012, and no
debts due from related parties have been written off during the year.
Compensation of key management personnel of the Group
Key management personnel are the Group's Executive directors and the following
is the aggregate compensation of these directors:
Short-term employee benefits 2.8 2.8
Share-based payments 2.2 2.1
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