Euromoney Institutional Investor – trading update – half year profits of not less than £47M

Euromoney Institutional Investor PLC, the international publishing, events and electronic information group, has issued a trading update ahead of the announcement of its results for the half year to March 31, 2012.

Group revenues for the six months to March 31, 2012 are expected to show an increase of 13% to £189 million.  Underlying revenues, excluding the impact of last year’s acquisition of Ned Davis Research (NDR), increased by approximately 5%.  Headline subscription revenues are expected to have increased by 22%, and accounted for 53% (2011: 49%) of the group’s revenues for the period.  Underlying subscription revenues, excluding NDR, increased by approximately 7%, continuing the good momentum from 2011. Advertising and sponsorship revenues are down by 8%. The stronger performance of delegate revenues in the second quarter was mostly due to timing differences on events and the impact of the political unrest in the Middle East on delegate bookings last year.

The following table summarises the expected year-on-year revenue changes for the six months to March 31 at both headline rates and at constant currency:

For the half year to March 31, 2012, Euromoney expects to announce an adjusted profit before tax* of not less than £47 million (2011: £41.6 million).  The adjusted operating margin^ is expected to be unchanged at 30%.

Group net debt at March 31, 2012 is expected to be no more than £90 million, down from £119.2 million at September 30, 2011.  The reduction in net debt largely reflects the continued strong operating cash flows of the group.

Recent sales trends suggest the outlook for advertising revenues remains challenging, while the outlook for the events businesses, for which the third quarter is the most important of the year, is positive.  Overall trading remains in line with the board’s expectations.

The half year results will be announced on the morning of May 17, 2012, followed by an analyst presentation and investor meetings. Euromoney is participating in the DMGT investor day on April 18 when it will give a presentation covering the importance of emerging markets to its growth strategy.  No further comment on trading will be given at this meeting.

* Adjusted profit before tax is profit before tax, acquired intangible amortisation, exceptional items, deferred consideration adjustments and non-cash movements in acquisition option commitment values.

^ Adjusted operating profit is operating profit before acquired intangible amortisation, long-term incentive expense, exceptional items and share of results in associates.

UK, London

Inspired Energy acquires Direct Energy Purchasing Limited and raises £1M

Inspired Energy plc, a UK energy procurement consultant to UK corporates, has entered into a conditional agreement to acquire Direct Energy Purchasing Limited (“DEP”), an energy procurement adviser to predominantly multi-site corporates, for a consideration of up to £4.0 million.  Inspired Energy has also raised £1.0 million (before expenses) through a placing of new ordinary shares.

The total consideration for the Acquisition comprises initial consideration of £2.0 million to be satisfied by a cash payment of £1.25 million and the issue of 21,428,572 ordinary shares in the capital of Inspired plus two deferred payments of up to £1.0 million each based primarily upon the financial performance of DEP in the two financial years ending 31 March 2013 and 31 March 2014.

The principal terms of the Acquisition Agreement are described in more detail below.

Inspired has raised £1.0 million (before expenses) through an oversubscribed placing by Shore Capital Stockbrokers Limited of 28,571,429 new ordinary shares of 0.125p each at a price of 3.5p per Placing Share, which will provide additional financing for the Group.

The initial cash payment in respect of the Acquisition will be funded from the Group’s existing cash resources and the Placing. The deferred consideration of up to £2.0 million is expected to be funded from existing cash resources as at completion and future cash-flows generated by the enlarged group.

Overview of DEP and the Acquisition

DEP is an energy purchasing management and consultancy business focused on providing consultancy and bureau services to multi site corporates, with specialisms in the healthcare and specialty retail sectors

The acquisition brings access to new sector verticals and increases the average size of clients across the enlarged Group’s portfolio, complementing and building on Inspired’s growth strategy

In the year ended 31 March 2011, DEP achieved revenues of c. £1.2 million and profit before tax of c. £0.7 million.  As at 31 December 2011, the contracted order book stood at c.£1.7 million. DEP currently serves 68 clients, and manages the procurement and administration of in excess of 6,000 energy meters across the UK.

DEP’s strong retention rates underpin stable revenue progression

Based in Bolton, DEP employs 18 staff and has 68 customers across the UK

Commenting on the Acquisition, Janet Thornton, Managing Director of Inspired said: ”We are delighted to conclude our first acquisition since our admission to AIM in November 2011.  The acquisition of DEP complements our growth strategy, providing access to new sector specialisms as well as increasing our average size of client and geographic reach. We believe that the acquisition of DEP will benefit both Inspired and DEP. The acquisition of DEP increases the breadth of our target customer base and brings operational benefits, including increasing our supplier diversification and providing a platform for increased real time reporting.  Similarly, we believe that by becoming part of the Group, DEP’s customers can benefit from our exclusive products, increased buying power and access to our highly innovative and respected risk management team.”

UK, Kirkham, Lancashire and Bolton, Lancashire

ITE acquires two Ukrainian exhibitions

ITE International Holdings BV, a wholly owned subsidiary of exhibitions business ITE Group plc, has acquired Kiev based Limited Liability Company BeautexCo from BCI R&R Limited, a company registered in Cyprus.

Beautex runs two exhibitions each year, Intercharm and Beautyexpo. Both are trade exhibitions for the professional beauty trade and cosmetic and aesthetic medicine industry in Ukraine.

On acquisition, Beautex had gross assets of nil. The exhibitions are forecast to generate revenues of €2.4m in the year ending 30 September 2012 and are expected to be earnings enhancing in ITE’s 2012 financial year.

Commenting on the acquisition, ITE’s Chief Executive Officer, Russell Taylor, said: ”The addition of these two exhibitions to ITE’s Ukrainian business is consistent with our strategy of building market leading positions in core markets and sectors and will complement ITE’s existing activities in Kiev. These events have strong market positions in Ukraine and will benefit from access to ITE’s expertise and international reach.”

UK, London and Ukraine, Kiev

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Bloomsbury Publishing acquires Fairchild Books

Bloomsbury Publishing’s US subsidiary, Bloomsbury Publishing Inc, has acquired Fairchild Books from Fairchild Fashion Media, a unit of Conde Nast, for $6,500,000. The consideration will be paid in cash from existing cash balances in three equal annual installments, commencing at completion.

For the year-ended 31 December 2011, Fairchild Books generated net profit before tax of $706,000 and as at 31 December 2011 had gross assets of $7,567,000.

Fairchild Books, based in New York, is a market-leading publisher of textbooks and educational resources for students of fashion, merchandising, retailing and interior design. It has a strong history dating back to the nineteenth century and a world-class reputation for producing student materials for the fashion and design industries.

The Fairchild Books list is highly complementary to Bloomsbury’s existing academic list in the Visual Arts, which was bolstered by the acquisition of Berg Publishers in 2008, the launch of the award-winning Berg Fashion Library www.bergfashionlibrary.com in 2010 and the acquisition of a fashion photography archive in 2011.

Following the acquisition, the business will be managed by Kathryn Earle, Bloomsbury’s Head of Visual Arts, and will report in to Bloomsbury’s Academic & Professional division.

Bloomsbury’s successful integration of the Continuum business, purchased in July 2011, was the cornerstone acquisition of the Academic & Professional division, providing it with critical mass and excellent opportunities for organic growth and digital exploitation.

Nigel Newton, Chief Executive of Bloomsbury commented, ”The acquisition of Fairchild Books is part of Bloomsbury’s long term strategy to increase its Academic Publishing turnover in the USA, the largest market for English language textbooks.  There is an excellent fit between Fairchild Book’s list and Bloomsbury’s visual arts lists.

UK, London & USA, New York, NY

 

WPP acquires stake in multinational retail marketing agency, Barrows

WPP has acquired a 35% interest in Barrows, specialists in retail marketing solutions. Barrows provides a diverse range of services – including retail strategy, shopper insight, design, manufacturing capabilities and innovative products – to blue chip clients in the fmcg sector.

Established in 1995, Barrows has offices in Brazil, South Africa, the UK and will shortly be opening in Singapore.

Barrows employs more than 400 people and its key clients and partners include the world’s leading fmcg companies across multiple geographies. The unaudited consolidated gross assets of the Barrows companies in which WPP is investing, as at 31 December 2011 were approximately US$18.3 million. Barrows’ total unaudited revenues for the year ended 31 December 2011 were approximately US$62 million.

South Africa, Durban

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Games company Zattikka lists on AIM and makes three acquisitions

Zattikka plc, a social and casual internet games development and publishing business, has listed in AIM. The Company has completed a placing with institutional and other investors, raising approximately £12.6 million, with proceeds to be used to fund the acquisition of three online games companies and ongoing working capital.

Zattikka is a newly-incorporated company, focused on developing and publishing interactive games entertainment products across internet connected platforms, through various media channels. These channels include PC web browsers, social networks, mobile devices (including smartphones and tablets), connected consoles, and other emerging platforms including IP TVs and set top boxes.

Contemporaneous with admission, Zattikka will complete the acquisitions of three online games companies:

  • Hattrick Holdings
  • Sneaky Games, Inc.
  • Concept Art House, Inc.

The acquisitions will provide Zattikka with products that can then be sold to end-customers in key European, US and Chinese markets, either directly through its own websites, or through third-party digital distribution channels or other new digital platforms.

The vision for the Company is to become a large scale, diverse games publisher with products operating across growth digital platforms, and with a targeted geographic emphasis in Europe, the US and China. The Company proposes to achieve this by developing Zattikka through strategic acquisitions and accelerating on-going organic growth.

Mark Opzoomer, Chief Executive Officer, said, “We are delighted to list on AIM to provide the capital base and incentivise the entrepreneurs joining our group. We begin with a strong group of companies with operations in key gaming centres in the USA, China and Europe, a mix of revenues across subscriptions, virtual goods and work for hire with an exceptional team of talent. We have a great opportunity before us to accelerate the growth of this initial group across multi-platforms to create a world class games entertainment group.”

UK, London

WPP to acquire Carnation Internet Tanácsadó Zrt in Hungary

WPP owned operating network Possible Worldwide, the global interactive marketing agency, is to acquire all of the shares in Carnation Internet Tanácsadó Zrt in Hungary (“Carnation”).

Founded in 1997 and headquartered in Budapest, Carnation is a full-service digital marketing services agency with additional offices in Serbia, Austria and Romania, servicing a variety of clients throughout the Central and Eastern Europe region.   The agency employs more than 75 people and major clients include Coca-Cola, MTV, Procter & Gamble, and Telenor.

Carnation’s consolidated unaudited revenues for the year ended 31 December 2011 were HUF 1,341 million with gross assets of HUF 1,431 million at the same date.

Hungary, Budapest

OFT clears the merger between the Digital Property Group and Zoopla

The Office of Fair Trading (OFT) has today given clearance for the proposed merger between the Digital Property Group and Zoopla to go ahead. Digital Property Group is part of A&N Media, the consumer media division of DMGT. The merger will bring together Findaproperty.com, Zoopla.co.uk and Primelocation.com. The transaction is now expected to complete within the next few weeks.

Evidence received by the OFT during its investigation found that the merger would not result in reduced competition and consequently did not warrant reference to the Competition Commission for further investigation.

Mark Milner, CEO of the Digital Property Group said, “This is an important day for the industry, given the long-awaited balance in the market that this deal will deliver. It has been a long time coming and the enhanced value that the combined business will provide will make this deal a clear win for UK estate agents, letting agents and housebuilders.”

Martin Morgan, Chief Executive of DMGT said: “We are delighted that the merger has been approved. We now have the opportunity to challenge the market leader in the online property sector, to the benefit of both consumers and clients”.

See also - FindaProperty, Primelocation and Zoopla to merge to take on Rightmove posted on November 7, 2011.

UK, London

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DMGTacquires Jobrapido

A&N Media, the consumer media business of DMGT, has acquired Jobrapido, one of the world’s largest job search engines. Jobrapido will be combined with A&N Media’s existing digital recruitment group, which is now renamed as Evenbase in order to reflect the wider scope and international reach of the enlarged group.

This acquisition gives Evenbase – which includes Jobsite, OilCareers and Broadbean – access to one of the world’s largest databases of job seekers and a global footprint with strong positions in a number of key international markets.

The completion consideration is €30 million.  The Jobrapido management team is incentivised to enhance this valuation over the next few years through an earn-out arrangement based on achieving agreed financial and business performance objectives.  Jobrapido achieved revenues of c. €24 million and profits of c. €6 million during calendar year 2011.

Jobrapido was established in Italy in 2006 by its Chief Executive, Vito Lomele. It is the second largest international job search engine in the world, delivering last year 660 million visits from job seekers (most recently 32 million unique visitors in March 2012) in more than 50 countries.

Keith Potts, Evenbase Chief Executive, said: “I’m absolutely delighted to secure such a valuable asset for the group. Candidates are, and will always be, the raw material for recruitment. Jobrapido gives us access to job seeking candidates on a global scale and supercharges the transformation of our business model.”

Martin Morgan, CEO of DMGT said: “Bringing the Jobrapido team into the DMGT group is a great example of DMGT’s core strategy in action.  We seek out and acquire market leading businesses with strong positions in rapidly growing international markets. We have a strong culture of entrepreneurial management and like to retain and empower the people who built those businesses.”

UK, London & Italy, Milan

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UBM plc acquires Negocios nos Trilhos, South America’s leading railway industry exhibition

UBM plc has acquired Negocios nos Trilhos, South America’s leading railway industry exhibition, from Grupo Revista Ferroviária on behalf of UBM Live. In 2011 Negocios nos Trilhos generated revenues of approximately £1.6 million.  As at 29 March 2012, the business’ gross assets were £0.7 million.  The acquisition is expected to exceed UBM’s cost of capital criterion in its first full year of ownership.

Now in its fifteenth edition, Negocios nos Trilhos – literally, ‘Business on Rails” – is a cargo and public rail transport tradeshow which is held annually in Sao Paulo.  Last year’s show attracted 180 rail equipment and technology exhibitors from 14 countries and 7,000 railway professionals drawn from both the public and the private sectors. The 2012 event will take place 6-8 November.
The passenger and cargo railway industry in Brazil and other South American countries is expanding rapidly as the region’s economic development advances.  Brazil has also seen accelerated investment in mass transport systems driven by the World Cup in 2014 and the Olympic Games in 2016.

Negocios nos Trilhos is a complementary fit with UBM Live’s Intermodal transport exhibition in Brazil. The business also overlaps with UBM Global Trade’s US rail industry products.

Simon Foster, Chief Executive Officer of UBM Live said, “We are delighted to have acquired such a well-established and market-leading exhibition in this fast-growing industry. Negocios nos Trilhos will strengthen our position in the transport sector in Brazil and complement UBM’s US-based rail industry product set.”

Uk, London and Brazil, Sao Paulo

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