UBM plc 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. Anne Siddell Company Secretary APPENDICES 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 efficiently. 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 organisers. 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 systems. 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 rates. 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 generated in 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 exposure exists. 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 schemes. 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 fashion. 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 the year: Balances Balances (owed (owed by)/ by)/ due to due to the Value of the Value of Group at Group at 31 transactions 31 transactions December December Transactions with Nature of Nature of 2012 2012 2011 2011 related parties relationship transactions £m £m £m £m eMedia Asia Joint Disposal of - - - 2.4 Limited Venture EDN China, EDN Asia and certain associated titles (Note 6.3) eXalt Solutions Associate Sub-lease -* -* - - Inc - Associate Guangzhou Joint Commission 0.2 - 0.1 - Beauty Fair Venture and management fees PA Group Associate Sale of - (30.1) - (0.6) Limited Canada Newswire Limited and newswire services GML Exhibitions Joint Commission 0.4 0.4 - - (Thailand) Venture and Co Limited management fees Shanghai Investment IT services -* (0.1) -* -* Tekview IC Analysis Technology Co Limited * 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, a 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 Kofax plc. 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 Group, 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: £11,930). 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 director of the Group, is Chairman of the Finance Committee of the London Business School. 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: 2012 2011 £m £m Short-term employee benefits 2.8 2.8 Share-based payments 2.2 2.1 5.0 4.9 END -0- Apr/15/2013 09:28 GMT
UBM PLC: Notice of AGM and Annual Report
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