Tarsus Group to acquire Turkish exhibition organiser CYF Fuarcılık for up to £6.2M

October 25, 2012 — Fusion DigiNet

Tarsus Group plc, the international business-to-business media group, is to acquire Turkish exhibition organiser CYF Fuarcılık A.Ş. for a maximum consideration of TL18 million (approximately £6.2 million). CYF will be acquired by IFO, a 75% owned subsidiary of Tarsus, and represents a significant bolt-on acquisition to the Group’s Turkish division.

The acquisition also completes the Group’s Project 50/13 strategy, whereby 50% of Tarsus’ revenue will be sourced from the Emerging Markets by 2013, more than a year ahead of schedule and will enable the Group to increase the pace of its future earnings growth.

The governmental approvals in respect of the completion of the acquisition of the China International Automotive Aftermarket Industry and Tuning (Guangzhou) Trade Fair (“GZ Auto”) continue to make positive progress, albeit slower than originally anticipated. Tarsus expects to complete the acquisition of GZ Auto by the end of the year.

Acquisition highlights

  • Acquisition of an initial 70% of CYFfor an initial cash consideration of approximately £1.4 million payable on completion and an estimated deferred payment of approximately £0.7 million due in 2013, for an aggregate estimated payment of approximately £2.1 million (the “Consideration”).
  • The consideration will be met from IFO’s existing cash resources.
  • CYF owns and organises two annual business-to-business exhibitions:
    • Eurasia Plant Fair (held in December), an international exhibition in Istanbul (2011: 10,800 net square metres), focusing on ornamental flowers and plants, landscape and related supply industry; and
    • Yapı Decoor (held in March), an international exhibition in Ankara (2012: 6,200 net square metres), focusing on construction material and building renewal).
  • Following the acquisitions of IFO in 2011 and Life Media in March 2012, CYF represents a significant bolt-on opportunity that adds new sectors and scale to Tarsus’ Turkish exhibition portfolio.
  • Founders Hakan Yüksel and Osman Candemir will continue to manage CYF after its acquisition.
  • Put and call options between IFO and the Vendors have been put in place in relation to the remaining 30% shareholding in CYF at various points between 2015 and 2018 and the  aggregate consideration payable for acquiring 100% of CYF is capped at TL18 million (approximately £6.2 million).
  • For the year ended 31 December 2011, CYF recorded unaudited profit before tax of approximately TL0.4 million (approximately £0.2 million). CFY’s unaudited adjusted profit before tax for the year ended 31 December 2011 was TL0.7 million (approximately £0.25 million). CYF’s unaudited gross assets as at 31 December 2011 were TL1.4 million (approximately £0.5 million).
  • The Acquisition is expected to be earnings accretive in the current financial year ending 31 December 2012 and thereafter.
  • The acquisition is expected to complete in early November 2012.

Douglas Emslie, Tarsus Group Managing Director, said:

“To reach the 50/13 strategic milestone a year early is a major achievement for the Group.  It will enable us to quicken the pace of our earnings growth earlier than expected.

“The acquisition of CYF with our partner at IFO brings additional scale to our already substantial operations in Turkey which we now aim to develop and expand both in the domestic market and the wider region.”

Exchange rate £1 = TL2.9

UK, London & Turkey, Ankara

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UBM acquires 70% stake in Turkish baby product tradeshow EFEM

October 18, 2012 — Fusion DigiNet

UBM plc has acquired a 70% equity share in EFEM, a tradeshow organiser based in Turkey, from its private owners and has formed a joint venture company with EFEM to be called UBM ICC. UBM ICC will develop EFEM’s existing baby products shows. EFEM organises the International Istanbul Mothers, Babies, Children Products Fair  and Wintexpo Autumn Winter Baby Child Fashion Fair. Terms of the deal were not disclosed.

EFEM’s owners, Erdal Baykara and Hüseyin Irmak, and EFEM’s eight staff will remain with the business. EFEM generated revenues of approximately £1m in 2011. As at 2 September 2012, the business’s gross assets were less than £0.1m. UBM’s acquisition of a 70% stake in EFEM and the establishment of the UBM ICC joint venture extends a long-standing relationship between EFEM and UBM Asia which began with reciprocal sales and marketing arrangements for their respective baby-child-maternity tradeshows.

David Levin, Chief Executive Officer of UBM plc said: “With seven UBM events running in 2013, three of which are new geo-adaptions of UBM shows which are already successful in other countries, Turkey is an exciting market for UBM and for our joint venture partners. We continue to see great opportunities in countries like Turkey, Brazil, India, China and across the AEAN countries for us to leverage our global infrastructure and event portfolio to support the development of national and global trade in the fast-growing markets we have chosen to operate in.”

UK, London and Turkey, Istanbul

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A Fusion Deal: Kingsman SA, the Switzerland-based provider of price information and analytics for the global sugar and biofuels markets, to be acquired by Platts

October 16, 2012 — Fusion DigiNet

Fusion Corporate Partners are pleased to announce our latest deal. Platts, a McGraw-Hill division and leading global provider of energy, petrochemicals and metals information, has signed a definitive agreement to acquire Kingsman SA, a privately-held, Switzerland-based provider of price information and analytics for the global sugar and biofuels markets. Paul Slight, Director at Fusion acted exclusively for the vendors.

The acquisition, whose purchase price was not disclosed, is expected to close on November 1, subject to customary closing conditions.

“McGraw-Hill is pleased to add Kingsman to our wonderful stable of world-class businesses,” said Harold McGraw III, chairman, president and chief executive officer for The McGraw-Hill Companies. “As we move to separate our education company from our financial and commodities intelligence businesses at the end of the year, this acquisition strengthens our leading position as providers of essential intelligence in the capital and commodity markets.”

“Kingsman is widely recognized as the leading global brand for sugar market data and analytics,” said Larry Neal, president of Platts. “Our acquisition of Kingsman deepens Platts’ capabilities in biofuels and gives us a springboard for growth in the global agricultural markets. It also reinforces our commitment to becoming a leader in market analytics as well as news and price information.”

Neal noted that agriculture is a large, complex global commodity market similar to other markets that Platts serves. “It requires the level of pricing expertise that Platts can uniquely offer,” he said, “and, with its broad range of sub-sectors, it presents multiple opportunities for Platts to develop benchmarks that support market evolution and enhance price transparency.”

Founded in 1990 and based in Lausanne, Kingsman employs analysts, researchers and report writers in key markets including London, Montreal, New Delhi and Sao Paulo. It serves a global clientele of producers, traders, refiners, financial institutions and end-users, offering a variety of subscription publications covering sugar, ethanol and biodiesel.

With its prime focus on market analysis, supply and demand fundamentals and trade flows, Kingsman complements Platts’ long-standing expertise in reporting news, assessing prices and explaining the factors driving those prices.

“This is a great move for Kingsman. We will benefit from the strong market position Platts enjoys across a wide range of commodities, the broad operational footprint it has around the world, and its cohesive global sales force. These strengths will enable Kingsman to better serve customers and more quickly expand its business globally,” said Jonathan Kingsman, the company’s founder.

“Most notably,” he added, “Platts’ technology capabilities will enable Kingsman to provide new market data services and expanded web offerings.”

Platts and Kingsman provide complementary biofuels services covering Asia, Europe and the Americas. Platts has covered the biofuels market for many years with news and prices featured in its oil and petrochemicals information services.

Recently, Platts launched a portfolio of dedicated biofuels information products, including a newsletter, a real-time alert and market data package.

Kingsman, whose business originally focused on the sugar markets, moved into the adjacent ethanol and biodiesel sectors as alternative green fuels were developed in the early 2000s. It currently offers a range of daily, weekly and monthly reports covering ethanol and biodiesel as well as sugar.

USA, New York, NY & Switzerland, Lusanne

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Euromoney Institutional Investor PLC – pre-close trading update

September 25, 2012 — Fusion DigiNet

Euromoney Institutional Investor PLC have issued a pre-close trading update ahead of the announcement of its results for the year to September 30, 2012.

Trading

Since issuing its Interim Management Statement on July 25, 2012, trading has continued in line with the board’s expectations.  As highlighted in that statement, market conditions became noticeably tougher from June, particularly in Europe.  As a result, revenues for the fourth quarter are expected to be broadly in line with the same period last year, with growth in subscriptions offset by weakness in advertising and delegate revenues.

Total revenues for the year to September 30, 2012 are expected to show a headline increase of approximately 9% on 2011.  The underlying increase, excluding acquisitions, is expected to be 3%.  Exchange rate movements have not had a significant impact on headline or underlying revenues.

Despite the challenging market conditions, the group expects to announce a record adjusted profit before tax* of not less than £105 million for the year to September 30, 2012 (2011: £92.7 million), helped by a reduction in net finance costs following the sharp reduction in the group’s net debt, as well as a lower long-term incentive expense.

Financial Position

At current exchange rates, group net debt at September 30, 2012 is expected to be no more than £40 million, against £88.5 million at March 31, reflecting the group’s strong second half operating cash flows.  Movements in the US dollar exchange rate have not had a significant effect on net debt levels.

Next Trading Update

The year end results will be announced on the morning of November 15, 2012, followed by an analyst presentation and investor meetings.

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

UK, London

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Wilmington Group reports full year results for the year ended 30 June 2012

September 18, 2012 — Fusion DigiNet

Wilmington Group plc, the professional information and training group, has announced its results for the year ended 30 June 2012.

Highlights

  • Adjusted EBITA increased by 10.2% to £16.5m (2011: £14.9m)
  • Adjusted EBITA margins improved to 19.3% (2011:17.8%)
  • Adjusted Profit before Tax up 4.6% to £14.0 million (2011: £13.4 million) on revenues up 1.8% to £85.3m (2011: £83.8m): statutory profit before tax increased by 4.1% to £6.3m
  • Publishing & Information revenues from the higher margin online/digital business have increased to 76% (2011: 72%), with print decreasing to 11% (2011: 16%)
  • Continued strong cash generation, with 109% (2011: 111%) cash conversion of operating profit
  • Net debt £3.8m lower at £36.2m (2011: £40.0m)
  • Planned sale of surplus freehold property
  • Exited contract directory publishing
  • Proposed final dividend of 3.5 pence per share, making a full year maintained dividend of 7.0 pence per share

Mark Asplin, Chairman, commented: “As part of our transition to a higher margin better quality business, a number of major operational challenges have been successfully addressed during the year.  The result is a more streamlined, focussed and profitable business.

The legal training business is now more profitable and in better shape than it was twelve months ago, although market conditions affecting our client base remain difficult.  The phasing out of legacy publishing products will continue during the current year as the Group continues to invest in subscription based digital products and migrates its business away from print directories and services in which it does not own intellectual property. We expect the remainder of our core businesses to continue to show growth. We are also pleased with the progress we are making towards achieving our medium term financial targets.”

Full details of the results and an investors presentation are available here.

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CRU Group acquires Ryan’s Notes

August 22, 2012 — Fusion DigiNet

CRU Group, the global metals, mining and fertilizer analysis, consultancy and conference business, has acquired Ryan’s Notes. Terms of the deal were not disclosed.

Ryan’s Notes comprises the Ryan’s Notes news and price assessments newsletter, which is also available online, and three conferences: the Ryan’s Notes Ferroalloys Conference, the Ryan’s Notes Metallics Meeting and the recently launched Ryan’s Notes European Ferroalloys Conference.

Ryan’s Notes was established in 1995 and is headquartered in Pelham, NY. Both of Ryan’s Notes’ founders, Patrick Ryan and Alice Agoos, will continue working on the newsletter and the conferences as part of the expanded CRU Group.

Patrick Ryan said: “After more than 17 years creating, growing and developing Ryan’s Notes, I am delighted that we have found a new home with CRU. Both Alice and I are also pleased that we will continue to work on the newsletter and conferences with CRU into the future.”

CRU Chairman Robert Perlman said: “This acquisition enables CRU to take a pre-eminent position in ferroalloys and metallics worldwide, both in price assessments and in conferences. There is an excellent fit between our two businesses which will allow us to offer even more value to our customers around the world.”

CRU Chief Executive Nick Morgan said: “We have always admired the Ryan’s Notes business and were not surprised when it researched very well in our pre-acquisition work. I am pleased to welcome Patrick, Alice and their team to CRU.”

UK, London & USA, Pelham, NY

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Schneider Publishing Company acquires Meetings Quest

August 20, 2012 — Fusion DigiNet

Schneider Publishing Company has acquired Meetings Quest, a series of one-day trade shows for meeting and event planners, owned by James T. Dunn Enterprises. Beginning in 2013, Meetings Quest will join Schneider Publishing’s suite of media properties that serve the meeting and event industries: Association News, SportsTravel and the TEAMS Conference & Expo.

“We’re excited to be adding a live-show component that will be marketed alongside Association News magazine,” said Timothy Schneider, president and CEO of Los Angeles-based Schneider Publishing. “Meetings Quest is a brand with a long and proud history. We look forward to introducing several enhancements to this series of shows that will make it the best way for hotels, venues, convention bureaus and meetings-industry suppliers to reach key association and corporate meeting planners.”

Headquartered in suburban Washington, D.C., Meetings Quest was founded in 1984 by the late Jimmy Dunn. Dunn’s wife, Barbara Cox-Dunn, has owned and operated the shows since Dunn passed away in 2000. She will continue managing the shows for the 2012 show season, after which Schneider Publishing will assume management and marketing for Meetings Quest. Under Schneider Publishing’s ownership, Dunn will continue in her marketing role for Meetings Quest and, effective immediately, will also be responsible for print and online advertising sales in Association News in the Northeastern United States.

USA, Los Angeles, CA & Washington, D.C.

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Pearson – first 6 months results

July 30, 2012 — Fusion DigiNet

Pearson has announced its first half year results

Highlights

Sales up 6% to £2.6bn

  • Strong growth in Education (up 9%) and the FT Group (up 7%)
  • Penguin sales 4% lower on phasing of publishing schedule and continued industry change

First-half operating profit lower at £188m (2011: £208m)

  • Education profits up 6% on growth in North America (up 30%) and International (up 17%)
  • Professional profits £17m lower. New funding criteria for 16-18 year old apprenticeships result in sharp decline in volumes; UK training business reshaped
  • Sale of FTSE International reduces first-half operating profit by £10m; excluding FTSE, FT Group profits level in spite of increased restructuring charge
  • Penguin profits lower at £22m (H1 2011: £42m) on drop-through from lower first-half sales; stronger publishing schedule in H2

Rapid growth in digital and services businesses and developing markets

  • Sales up approximately 20% in developing markets (headline growth)
  • Education digital platform registrations up 30%; FT digital subscriptions up 31% and now exceed print circulation; Penguin ebook revenues up 33% and now almost 20% of Penguin’s revenues
  • Revenues from digital and services to exceed traditional publishing businesses in 2012

Outlook

  • Pearson sees good trading momentum in North America, International and the FT Group offsetting weakness in Professional Education and Penguin
  • Pearson reiterates full year outlook of growth in sales and operating profits at constant exchange rates, with margins reflecting acquisition integration costs and the FTSE sale.

Interim dividend raised by 7% to 15p per share.

Marjorie Scardino, chief executive, said: “We began 2012 planning for a challenging external environment and our caution was well-placed: conditions have been tough in the early part of this year and, for a couple of parts of Pearson, tougher than expected. But that’s precisely when our planning for structural change and our investments in growth markets show their power. We’ve kept up the pace of transformation, and continued our shift towards digital and services businesses, which this year for the first time will yield the majority of Pearson’s revenues. That strategy will enable us to deliver on our long-term goals of expanding our market opportunity, delivering consistently strong financial performance and helping all kinds of students in all kinds of places to learn.”

Read the full report here

UK, London

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UBM – results for the six months ended 30 June 2012

July 30, 2012 — Fusion DigiNet

UBM plc has reported results for the six months ended 30 June 2012

Highlights

  • Revenues up 7.3% to £508.7m – underlying revenue growth of 6.8%
  • Adjusted operating profit up 12.5% to £103.4m
  • Fully diluted adjusted EPS up 13.9% to 28.6p
  • Cash generation from operating activities up to £113.9m (112% conversion)
  • Events operating profit up 29.6% to £74.8m, 66.5% of group total (excluding corporate costs)
  • Forward bookings for top 20 events up 12.7%
  • Emerging Markets revenues up 20.9% to £93.1m, representing 18.3% of total
  • Seven acquisitions completed in H1 for expected consideration of £26.6m
  • Initiated strategic review of Data Services businesses

David Levin, UBM’s Chief Executive Officer, commented, “We have had a good first half of the year with underlying revenue growth of 6.8% and margins up almost a percentage point to 20.3%. Our strategy is
yielding positive results as we continue to improve the quality of the business. We have decided to explore strategic options for the Data Services businesses to confirm we are allocating capital appropriately between the growing number of opportunities now available to us.

Our events portfolio performed very well with good attendee-led technology events in the US, an above-plan performance at Ecobuild in its first edition under UBM ownership, and strong results from our events in Emerging Markets, particularly in China. PR Newswire generated GDP-plus revenue growth and improved its margins while also launching new products. Data Services results reflect specific challenges in two verticals but overall the business made good progress. Marketing Services – Online grew well, led by our community-focused products, while the Print component declined more rapidly than anticipated.

We remain on track to meet our expectations for the full year. We now expect improved underlying growth for Events of 12%-14%. PR Newswire remains on track. We maintain full year guidance for Data Services where we expect an improved performance notably from UBM TechInsights in the second half. However, we now expect Marketing Services – Online and Print to deliver growth of between 0%-2%. While our business is trending positively, we are retaining our consolidated guidance as we are mindful of the uncertain external environment.”

Read the full announcement here http://www.londonstockexchange.com/exchange/news/market-news/market-news-detail.html?announcementId=11279128

UK, London

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Reed Elsevier – results for the six months to 30 June 2012

July 30, 2012 — Fusion DigiNet

Reed Elsevier, the global professional information company, has reported revenue, profit and earnings growth in the six months to 30 June 2012.

Financial and Operational Highlights 

Underlying revenue growth across all five business areas: Underlying revenue growth +5% (+3% excluding biennial event cycling) after adjusting for acquisitions and disposals and currency translation. Total reported revenues grew +5% to £3,053m or +12% to €3,725m.

Underlying adjusted operating profit growth across all five business areas: Underlying adjusted operating profit growth +7% after adjusting for acquisitions, disposals and currency translation. Total adjusted operating profit grew +9% to £845m or +16% to €1,031m; +8% at constant currencies. Margins increased by 1.1 percentage points to 27.7%, driven by improvements in all five business areas.

Stable interest and tax: Interest charge slightly lower at £107m/€131m; adjusted effective tax rate increased by 0.4 percentage points to 23.7%.

Adjusted EPS growth: Reed Elsevier PLC +11% to 24.7p; Reed Elsevier NV +18% to €0.47; +10% at constant currencies. Reported EPS after amortisation of acquired intangible assets and acquisition related costs +52% to 24.0p for Reed Elsevier PLC and +57% to €0.47 for Reed Elsevier NV including disposal gains.

Interim dividend: Reed Elsevier PLC +6% to 6.00p; Reed Elsevier NV +18% to €0.130. The difference in dividend growth rates reflects movement in euro/sterling exchange rates since last year’s interim dividend announcement date.

Balance sheet & cash flow: Net debt of £3.3bn/€4.1bn at 30 June 2012, 2.3 times adjusted 12 month trailing EBITDA on a pension and lease adjusted basis (1.7 times on an unadjusted basis). Adjusted operating cash flow conversion rate of 92%. Capital expenditure represented 5% of revenue (6% expected for full year).

Organic investment in transforming core business: Continued investment in digital platforms and products across Reed Elsevier. Range of insurance data services extended along carrier workflow. Positive customer reaction to Lexis Advance releases. Launch of online clinical reference tool ClinicalKey, and roll out of Nova platform across exhibitions globally.

Organic build out of new products into adjacent markets and geographies: 15 new exhibitions launched, the majority in high growth markets; XpertHR launched in US market; insurance data services introduced in UK; new legal practical guidance products released internationally.

Acquisitions: Buyout of leading Brazilian exhibitions joint venture completed; other acquisitions of small high growth exhibitions and paid content and data businesses.

Divestments: Process accelerated in H1. Disposals of Totaljobs, MarketCast, and other small publishing and services assets completed. Planned disposals of Variety and RBI Australia announced.  We expect completed and planned disposals to be mildly dilutive to EPS in the short term. However, we intend to use gross divestment proceeds to buy back shares this year, mitigating this impact. In H1 gross cash proceeds from disposals were £158m/€193m.

 

Elsevier (41% of adjusted operating profit)

  • ·     Underlying revenue growth +2%; unit volume and usage growth in research, particularly in emerging markets, and strong revenue growth in databases and tools driving +5% revenue growth in Science & Technology. Health Sciences flat, with double digit growth in electronic revenues offset by declines in print books and pharma promotion
  • ·     Double digit growth in article submissions and usage across science and health; successful launch of ClinicalKey
  • ·     Underlying operating profit +4%; reflecting ongoing process efficiencies
  • ·     FY 2012 outlook: H1 trends continuing into H2 generating modest underlying growth

LexisNexis Risk Solutions (22% of adjusted operating profit)

  • Underlying revenue growth +5%; Insurance +7% driven by product extensions across carrier workflow; good growth in Business Services. Modest growth in Screening; moderating declines in Government
  • New product rollouts across Insurance and Business Services continuing
  • Underlying operating profit +5%; reported margin expansion reflects disposal of low margin business
  • FY 2012 outlook: Continued good growth in Insurance and Business Services supported by new products; Government remains mixed

LexisNexis Legal & Professional (12% of adjusted operating profit)

  • Underlying revenue growth +1%; continued good growth in new sales and usage of legal research in law firms and corporate customers and in international online; moderated by print and marketing services declines
  • Lexis Advance releases progressing well
  • Underlying operating profit +2%; process efficiencies more than offset continued development costs
  • FY 2012 outlook: Customer markets remain subdued, limiting upside to revenue growth and further margin expansion

Reed Exhibitions (18% of adjusted operating profit)

  • Underlying revenue growth +23% (+12% ex cycling); H1 revenues benefited from timing of annual shows adding around 4 percentage points to growth, and strong growth in emerging markets
  • Investment in higher growth markets through new launches and small selective acquisitions
  • Underlying operating profits +30%; margin improvement partially reflecting positive impact of show timing in H1
  • FY 2012 outlook: Continued strong underlying revenue growth (excluding cycling), albeit moderated from H1 double digit rate as annual show timing unwinds

Reed Business Information (7% of adjusted operating profit)

  • Underlying revenue growth +1%; continued good growth in data services and marketing solutions, leading brands broadly stable, declines in other magazines & services
  • Integration of CBI China, Accuity and Ascend on track. Totaljobs, MarketCast, and other small disposals completed; further disposals announced
  • Underlying operating profits +10%; record margin of 18% reflects process efficiency and portfolio changes
  • FY 2012 outlook: Good growth in data services, stable leading brands, continued weakness in other magazines & services

UK, London

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