Daily Mail & General Trust PLC – Interim Management Statement to 30/12/12

DMGTDMGT has published its Interim Management Statement for the first quarter of their financial year, the three month period to 30th December, 2012.

It describes the Group’s financial position and performance during the period, updated to the latest practicable date.

Headlines

Trading in line with expectations; outlook for the year unchanged:

  • Revenue for the first quarter of £503 million, underlying# growth of 3% on last year
  • Continued good underlying# growth of 8% from the B2B businesses
  • Underlying# revenue decline of 4% at Associated Newspapers (now dmg media); improved profit margin driven by cost efficiencies
  • Further B2B bolt-on acquisitions
  • Disposal of Northcliffe Media effective 30th December, 2012
  • Commencement of share buy back programme
  • Outlook for the year unchanged

UBMDec12

Acquisitions

The principal acquisitions in the quarter were FirstSearch Environmental Information Network (FEIN), a £21 million bolt-on purchase by dmg information’s US propertyI nformation business, Environmental Data Resources (EDR) and the £5 million acquisition by Euromoney of an 87% stake in TTI/ Vanguard.

  • FEIN provides environmental professionals across the US with products that allow them to assess environmental contamination risks in respect of commercial real estate. The acquisition brings opportunities to upsell FEIN’s customers to EDR’s broader portfolio of products, improve EDR’s product offering and deliver cost synergies.
  • TTI/Vanguard is a private membership organisation for senior executives who lead technology innovation in global organisations. Enterprises subscribe to TTI/Vanguard’s conference series to explore the potential effects of emerging and potentially disruptive technologies. Euromoney has a successful record of acquiring events businesses and accelerating their growth globally and TTI/Vanguard is an expansion for Euromoney into the high-technology content sector.

Other acquisition payments in the quarter included £5 million for the remaining stake in RMS Japan; £2 million for Beat the GMAT, a bolt-on acquisition for Hobsons; £1 million for Renaissance, a bolt-on acquisition for Landmark, and earn-out payments in respect of historic acquisitions.

Disposals

Following dmg media’s November 2012 disposal of its central and eastern European digital consumer jobs and motors businesses, the remaining Hungarian print business, Lapcom, was sold in January 2013, completing dmg media’s exit from the region. In the year to September 2012, the disposed businesses contributed £4 million of profit before tax and £27 million of revenues. Disposal proceeds in the first quarter were £27 million and a further £62 million was received in January 2013 in respect of the disposals of Lapcom and Northcliffe Media.

Read the full announcement here

# See the full announcement for the definition of “underlying”

UK, London

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Electra Partners to acquire UBM’s Data Services businesses

electraPrivate equity business Electra Partners has made a binding offer to acquire a portfolio of UBM’s Data Services (Delta) businesses for £160 million. Delta represents the bulk of UBM’s Data Services segment and includes its Health, Technology and IP, Trade & Transport, and Paper business units. Operating in 28 countries worldwide, the businesses provide data and information products which professionals use to support their decision-making and day-to-day business activities.

In 2012, the businesses generated revenue of £179.3m (£190.0m in 2011) and adjusted operating profit of £27.4m (£27.7m in 2011). As at 30 June 2012 the businesses had gross assets of £295.5m.

Electra Private Equity PLC and the Electra Partners Club 2007 LP will invest approximately £127 million jointly. That is, £114 million and £13 million respectively at completion.

UBM

Upon completion, the cash consideration of approximately £100m (net of working capital adjustments) will be used to repay bank debt. The vendor loan note, which will be held at amortised cost, will carry a 6% PIK coupon and has a final maturity of six years.

Commenting on the offer, Alex Fortescue, Chief Investment Partner at Electra Partners, said: “UBM’s Data Services businesses are a robust and diverse portfolio of businesses offering mission critical data products to users across five continents and five vertical segments. We are excited by the opportunities to develop these businesses and deliver value growth.”

UK, London

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UBM plc will issue its Full Year results on 1st March 2013 and host an Investor

Presentation, at the London Stock Exchange, at 11am that morning.

IMG acquires Taste Festivals from Brand events

IMG Arts & Entertainment, a division of the Events and Federations business unit of IMG Worldwide, the sport, entertainment and media company has acquired Taste Festivals from Brand Events Ltd for £4.97 million.

Brand Events launched Taste of London in 2004 with one event showcasing 26 restaurants at Somerset House. Taste now runs annual events in 17 cities across the globe, and works with more than 100 of the world’s greatest chefs.

Stephen Flint Wood, Senior Vice President & Managing Director IMG Arts & Entertainment at IMG, said, “IMG have witnessed the extraordinary rise in both the public’s love of great food and restaurants together with the ever growing demand for premium experiential events. We are excited about the potential to grow the business even further, and look forward to working with the team at Taste Festivals and our network of offices in over 30 countries to achieve this aim.”

Justin Clarke, Chief Executive Officer for Taste Festivals, said, “Our unique relationships with chefs, restaurants, brands and visitors have underpinned the Taste brands successful development. I am sure IMG will provide great support and new opportunities to the business and enable consumers around the world to engage with the world’s best restaurants and chefs in new and exciting ways.”

Taste Festivals will continue to operate from the same business premises at Earls Court London and the team will remain unchanged. Brand Events will also remain at Earls Court, and will continue to run Top Gear Live and Festivals, CarFest, Golf Live and Brand Events Australia.

UK, London

Thomson Reuters completes the acquisition of Practical Law Company

Thomson Reuters LogoThomson Reuters has completed the acquisition of Practical Law Company, a provider of practical legal know-how and workflow tools. Practical Law Company has operations in New York and London.

Previous reporting on Fusion DigiNet.

Thomson Reuters announced on January 3 that it had reached a definitive agreement to acquire PLCPractical Law Company. The acquisition, which was subject to regulatory review in the U.S. and UK, has received Hart Scott Rodino clearance in the U.S. In the UK, where Thomson Reuters made a voluntary submission to the Office of Fair Trading (OFT), the review process is underway.

Mike Suchsland , president of the Legal business of Thomson Reuters, said, “The completion of the acquisition positions Thomson Reuters with a comprehensive portfolio of productivity solutions that combine the best legal information, expert know-how resources and software tools and are geared to help in-house lawyers and outside counsel work more efficiently and effectively. We look forward to building upon each company’s innovation, editorial legacy and expertise to create even more powerful tools to support and improve the practice of law.”

USA, New York, NY & UK, London

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ITE Group acquires Trade Link ITE

ITEInternational Trade and Exhibitions (JV) Ltd, a wholly-owned subsidiary of exhibitions business ITE Group, has acquired a 75% stake in Trade Link ITE Sdn Bhd, a company registered in Malaysia for approximately £4m.  The remaining 25% of Trade Link is held by Trade Link founder Albert Lai who remains as CEO of the company.

Revenue generated from Trade Link is expected to be circa £2m in FY 2013.

Trade Link runs the successful “Metaltech”, “Automex” and “Weldtech” events that take place together annually in May at Kuala Lumpur’s Putra World Trade Centre.  Focused on the area of machine tool technology and metal fabrication, they are Malaysia’s leading events in this growing sector occupying over 10,000m2 of exhibition space annually. Trade Link also run South East Asia’s largest dedicated event for woodworking, “ASEAN Woodtech”.

Commentating on the acquisition ITE’s Chief Executive Russell Taylor said:  “This acquisition is a strategic move for ITE into the South East Asian exhibition market. Trade Link operates some of South East Asia’s key events in our strongest sectors which are expected to realise good growth in the future.

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Tarsus Group plc to acquire 51% of Indonesian exhibition organiser PT Infrastructure Asia

TarsusB2B media group Tarsus Group plc is to acquire 51% of Indonesian exhibition organiser PT Infrastructure Asia (PTIA) from PT Event Pro International. The founders and the existing management will continue to run the business post acquisition. The acquisition is expected to complete in the first quarter of 2013. The Consideration will be met from Tarsus’s existing cash resources. Terms of the deal were not disclosed.

Tarsus will pay an initial cash consideration on completion of $0.5 million for the 51% interest, with estimated total deferred payments of approximately $2.4 million in aggregate during 2014 and 2015.

Tarsus and the PT Event Pro International have conditional put and call options at various points in 2016 and 2017 in respect of the outstanding 49% shareholding in PTIA. The total consideration for 100% of PTIA has been capped at US$23 million.

PTIA currently owns and organises three annual business-to-business exhibitions and one seminar series in Indonesia:

  • IIICE, focused on the development of Indonesia’s infrastructure;
  • IFTS, a series of infrastructure related seminars, that support IIICE;
  • ITMIT, a new launch in November 2013 which will co-locate with IIICE and focus on the Telecommunications, Media and IT sectors; and
  • APSDEX, an event for the security and defence industry.

Douglas Emslie, Tarsus Group Managing Director, said, “PTIA is an excellent fit with our strategic objective of quickening the pace of our earnings by investing in fast growth markets. PTIA has the leading events serving the Indonesian infrastructure sector, which is earmarked to receive an unprecedented $243 billion of investment by 2025.”

UK, London & Indonesia, Jakarta

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Argus acquires FCC, boosting fertilizer consulting business

ArgusGlobal energy and commodity price reporting agency Argus has acquired Fertilizer and Chemical Consultancy (FCC), a provider of long-term outlooks and strategic consulting for fertilizer markets.

FCC was founded in 2004 by Bernard Brentnall and Frances Wollmer, who between them have 50 years of experience in the fertilizer industry. Argus previously had a 49pc stake in FCC, which it acquired when it purchased leading fertilizer price reporting agency FMB in June 2011 (a Fusion Deal). Argus has now bought the remaining shares in FCC. Bernard and Frances will join Argus as principals, Fertilizer Consulting Services.

Argus Media chairman and chief executive Adrian Binks said: “We are delighted to bring FCC wholly into Argus. Bernard and Frances are well respected professionals with extensive experience and knowledge on fertilizer and fertilizer raw material markets. They are a welcome addition to both our fertilizer service range and our global consulting team.”

Frances Wollmer added: “We are looking forward to developing fertilizer consultancy services further using Argus’ global resources. There is a growing need for intelligent and relevant insight in our industry and we are now even better equipped to deliver that to our growing number of customers.”

UK, London

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DMGT annual report and M&A update

DMGTDMGT has published its 2012 Annual Report and Accounts for the year ending 30th September 2012.

Scroll down the page for the DMGT M&A report

Financial Highlights

  • Revenue 2012 – £1,960 million
  • Revenue 2011 – £1,985 million
  • Adjusted operating profit 2012 – £300 million
  • Adjusted operating profit 2011 – £281 million
  • Adjusted profit before tax 2012 – £255 million
  • Adjusted profit before tax 2011 – £232 million
  • Statutory profit before tax 2012 – £206 million
  • Statutory profit before tax 2011 – £126 million
  • Adjusted earnings per share 2012 – 49.4p
  • Adjusted earnings per share 2011 – 46.1p
  • Dividend per share 2012 – 18p
  • Dividend per share 2011 – 17p

Business Highlights

  • Percentage of digital revenue 2012 – 35%
  • Percentage of digital revenue 2011 – 32%
  • Total number of employees 2012 – 11,600
  • Total number of employees 2011 – 12,000
  • Profit split by B2B and B2C 2012
    • B2B 73%
    • B2C 27%
  • Profit split by B2B and B2C 2011
    • B2B 734%
    • B2C 26%

You can see the full interactive annual report here

M&A Report

For the fourth consecutive year disposal proceeds at DMGT have exceeded acquisition costs.

DMGT made a range of disposals, acquisitions and selective investments throughout the year. They announced a series of bolt-on acquisitions at dmg::information including Intelliworks,PrepMe and SpringRock. Euromoney acquired Global Grain Geneva and Global Grain Asia (a Fusion deal) and A&N Media acquired Jobrapido.

DMGT also announced the merger of online property portal, The Digital Property Group, with Zoopla.

dmg::information also made a series of investments in the US property market through Xceligent, Real Capital Analytics and BuildFax. In total, acquisitions, including a slight increase in their shareholding in Euromoney to offset dilution from incentive plans, utilised £75 million of cash.

Following the year-end DMGT made a further bolt-on investment at Hobsons with their acquisition of the US website Beat the GMAT.

DMGT also made a number of disposals.. Disposals in the early part of the year were primarily focused in Associated (Top Consultant, motors.co.uk and Teletext) whilst in the second half of the year they announced the disposal of the remaining stake in DMG Radio Australia and the sale of dmg::event’s Evanta leadership and conference business. Total disposal proceeds amounted to £125 million.

Post year-end on 21st November, 2012 DMGT announced they had reached agreement to sell Northcliffe Media, to Local World, a newly formed media group. DMGT will receive consideration of £52.5 million in cash and a 38.7% shareholding in Local World, which will allow DMGT to benefit from the potential upside from the evolution of the regional newspaper industry.

UK, London

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Euromoney Institutional Investor PLC acquires Californian conference business TTI/Vanguard

Euromoney logoEuromoney Institutional Investor PLC, the international online information and events group, is expanding its membership events portfolio with the acquisition of TTI/Vanguard, which is headquartered in Santa Monica, California.

Euromoney paid US$8 million to acquire 87% of the equity of TTI/Vanguard. The acquisition is expected to be earnings enhancing in itsTT! Vanguard first year.  The remaining equity will be acquired in two stages of an earn-out by December 2014.

TTI/Vanguard is a private membership organisation for executives who lead technology innovation in global organisations across the public, private and academic sectors. Enterprises subscribe to TTI/Vanguard’s conference series to explore how emerging and potentially disruptive technologies may affect their organisations, policy and society. Each of TTI/Vanguard’s five annual conferences is part classroom, part think-tank and part laboratory. At the core of TTI/Vanguard is its world-class Advisory Board of visionaries and futurists who inspire and develop TTI/Vanguard’s content direction (see footnote below).

Under its Institutional Investor brand, Euromoney runs a Financial Technology Forum in the United States and has a strong record of running and successfully building subscription memberships in asset management in the US, Europe and Asia. It now expects to apply this expertise to grow TTI/Vanguard’s business globally.

Dr. Len Kleinrock, past chairman, will remain a minority shareholder in the business and will be actively involved in TTI/Vanguard until at least December 2014.

“The acquisition of TTI/Vanguard is consistent with our strategy of applying our expertise to global sectors,” said Richard Ensor, Chairman of Euromoney. “This takes us into the high-technology content sector. Euromoney has a successful record of acquiring events businesses and accelerating their growth globally, as demonstrated over the past 15 years by the success of Institutional Investor which now has 13 subscription memberships around the world. We look forward to doing the same with TTI/Vanguard.”

Dr Kleinrock said: “Having successfully built TTI/Vanguard into a must-attend membership for heads of innovation and technology across a multitude of diverse industries from government to retail, finance to pharmaceuticals, I believe that Euromoney is ideally positioned to expand the TTI/Vanguard network and membership worldwide. We are confident that Euromoney’s portfolio and expertise will add tremendous value to what we have been consistently providing our members for more than 20 years. We look forward to sharing our know-how and experience and continuing to build a world-wide TTI/Vanguard community.”

UK, London & USA, Santa Monica, CA

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Mood Media Announces Acquisition of Technomedia Solutions

moodmedia-purpleMood Media Corporation has acquired the assets of Technomedia Solutions and its sister company GoConvergence for approximately $23 million in cash. In addition to the $23 million purchase price is a contingent consideration payable in 2014 dependant on the profitable growth of operations.

Technomedia Solutions and GoConvergence create and deliver media and technology for a range of projects including displays, kiosks and interactive content for multiple industries such as retail, hospitality, theme parks, performing arts, museums, special venue, education among others. The firm, formed in 2001, operates a turn-key model and has clients including Abercrombie & Fitch, Hard Rock Café International, Cirque du Soleil, Wanda Group as well as other global entertainment and education clients.  In 2012, Technomedia is expected to generate annual revenues of US$43 million and EBITDA of US$5.7 million.

“The transaction will be immediately accretive to Mood Media’s shareholders while accelerating the growth profile and competitive positioning of the combined businesses. We are excited about the opportunity ahead and look forward to utilising our combined strengths to build on what Technomedia has established in concert with Mood’s initiatives to help our customers achieve their goals,” stated Lorne Abony , Chairman and CEO of Mood Media.

CA, Concord, ON & USA, Orlando, FL