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UBM PLC - Final Results

Friday, March 1, 2013 2:00 AM


1 March 2013
                   Strategic milestone - focused for growth
                 Results for the year ended 31 December 2012

- Agreed disposal of Data Services businesses ("Delta")

- Revenues from continuing operations rose 2.0% to £797.8m - organic revenue growth of 6.0%

- Events organic revenue growth of 11.9% with operating profit up to £142.4m

- Emerging Markets revenues up 18.1% to £204.7m with operating profit of £61.7m

- Adjusted operating profit from continuing operations up 1.6% to £177.0m

- Fully diluted adjusted EPS for continuing operations up 3.3% to 49.8p - including Delta: 59.1p

- £60.6m invested in acquiring eight events businesses and the remaining Canada Newswire stake

- Recommending final dividend of 20.0p (2011: 20.0p) to bring total dividend to 26.7p, up 1.5%

David Levin, UBM's Chief Executive Officer, commented:

"2012 has been another good year for UBM both operationally and strategically.
We grew overall revenues and profits, with robust underlying revenue growth in
our key Events and PR Newswire businesses. Events now account for three
quarters of the Group's continuing operating profit. We have continued to
focus on large tradeshows; in 2012, 100 annual events generated revenues of
more than £1m - accounting for 85% of annual event revenues."
"The sale of the Delta businesses is a significant strategic step which
simplifies UBM's business, improves the quality of our earnings, enhances
underlying growth rates and removes the challenge of transitioning the Delta
businesses to the digital environment. We can now focus on further developing
UBM as a fast-growing and increasingly profitable events-led marketing
services and communications business."

To view the Multimedia News Release, please click:

http://www.multivu.com/mnr/58704-ubm

Financial summary                     2012   2011  Change  Change at   Underlying
                                                               CC        Change
                                      £m     £m       %        %            %
Revenue (Continuing)                  797.8  782.3   2.0      2.1          6.0
Adjusted operating profit             177.0  174.2   1.6       -            -
(Continuing)
Adjusted operating profit margin      22.2%  22.3% -0.1%pt     -           
-
(Continuing)
EBITDA                                189.7  186.0   2.0       -            -
Adjusted PBT (Continuing)             151.8  149.7   1.4       -            -
Diluted adjusted EPS (pence)          49.8p  48.2p   3.3       -            -
(Continuing)
Diluted adjusted EPS (pence) (Total)  59.1p  56.8p   4.0       -            -
Dividend per share (pence)            26.7p  26.3p   1.5       -            -
Cash generated from operations        189.8  203.7  -6.8       -           
-

IFRS Statutory results                      2012       2011       Change
                                             £m         £m           %

Revenue from Continuing operations 797.8 782.3 2.0 Operating profit from Continuing

           149.3       138.6        7.7

operations

Profit after tax from Continuing           121.2       72.3        67.6

operations

Profit/(loss) on Discontinued operations (163.1) 13.8 - EPS (pence)of Continuing operations 45.3 25.4 78.3 Weighted av. no. of shares (millions) 244.4 243.5 - Net debt

                                   553.4       525.3         -

Following the strategic review of the Data Services businesses ("Delta") the
Financial Statements have been restated to reflect Delta as a discontinued
operation. The continuing operations exclude the results of the Delta
businesses.

2012 Operational Highlights
                                      2012(1) 2011(1)  Change Change at  Underlying
                                                                     CC      Change
                                           £m      £m       %         %           %
Revenue
Events                                  437.6   391.9    11.7      12.6        11.9
PR Newswire                             196.4   187.8     4.6       3.8         4.5

Marketing Services - Online& Print 163.8 202.6 -19.2 -19.4

   -4.6
Continuing Revenue                      797.8   782.3     2.0       2.1         6.0
Discontinued - Delta                    179.3   190.0    -5.6
Total Revenue                           977.1   972.3     0.5
Adjusted Operating Profit
Events                                  142.4   133.3     6.8       6.0
PR Newswire                              43.5    41.0     6.1       5.1

Marketing Services - Online& Print 6.8 14.2 -52.1 -52.4 Net corporate costs

                    (15.7)  (14.3)     9.8       9.8

Continuing Adjusted Operating Profit 177.0 174.2 1.6 1.5 Discontinued - Delta

                     26.7    27.7    -3.6

Total Adjusted Operating Profit 203.7 201.9 0.9

Adjusted Operating Profit Margin
Events                                  32.5%   34.0% -1.5%pt
PR Newswire                             22.1%   21.8%  0.3%pt

Marketing Services - Online& Print 4.2% 7.0% -2.8%pt Continuing Adjusted Operating Profit 22.2% 22.3% -0.1%pt Margin Discontinued - Delta

                    14.9%   14.6%  0.3%pt

Total Adjusted Operating Profit 20.8% 20.8% 0.0%pt Margin

(1) See table of note 2 of the Financial statements relating to the reclassification following the Delta announcement

Events

- Events revenues rose to £437.6m (2011: £391.9m) benefitting from strong performance in the portfolio and the addition of a number of acquisitions. Underlying revenue growth was 11.9%

- Continued to develop large events - 100 events with revenues greater than £1m accounted for 85% of annual revenues (2011: 83 events accounted for 79% of annual revenues)

- Emerging Markets accounted for 43.0% of annual event revenue in 2012 (2011: 39.4%) with underlying revenue growth of 15.0%

- Continued to strengthen the portfolio with eight acquisitions during the year contributing £10.0m to 2012 reported revenues

- 2012 biennial event revenues were £24.8m (2011: £34.0m - restated to reflect biennials now run annually)

- Adjusted operating profit was £142.4m (2011: £133.3m) representing an operating margin of 32.5% (2011: 34.0%)

- The reduction in margin reflects the lower contribution from biennial events relative to 2011. The operating leverage in key annual shows was offset by investment in organic initiatives, to improve the quality of the portfolio, and higher employee costs in Asia in the later part of 2012

PR Newswire

- PR Newswire's revenues rose to £196.4m (2011: £187.8m) with underlying growth of 4.5%

- US Distribution revenues grew 5.6% on an underlying basis, reflecting an increase in average revenue per message and an increase in newer distribution products

- US Other revenue declined 9.1% on an underlying basis, reflecting a £1.1m
reduction in royalty revenues on termination of the Vocus agreement, partially
offset by the launch of Agility in June

- Revenues from new multimedia, targeting and monitoring products grew 41.0% during 2012 to £7.6m

- Revenues at Vintage rose 24.1% on an underlying basis, driven by growth in XBRL related services, albeit from a low base in 2011

- Revenues at Canada Newswire were stable, reflecting growth in distribution
offsetting broadcast and webcast production revenue declines. The acquisition
of the remaining 50% will enable us to drive revenue and cost synergies
between Canada and the US over time

- PR Newswire Europe underlying revenue growth of 2.7% reflected good performance in the UK and Nordic regions offsetting softness in France and Germany. There was continued good underlying revenue growth of 8.0% in Asia and Latin America, albeit off a small base

- Full year adjusted operating profit was £43.5m (2011: £41.0m) representing an operating margin of 22.1% (2011: 21.8%). The margin improvement reflects some operating leverage, particularly in US Distribution, offset by the dilutive impact of new product launches which have yet to gain scale

Marketing Services - Online & Print

- Marketing Services - Online & Print combined revenue decreased to £163.8m
(2011: £202.6m) largely reflecting portfolio rationalisation and continuing
print declines. Revenues on an underlying basis declined 4.6%, with an
underlying decline in print revenues of 16.9%

- Figures for Marketing Services now include revenues of retained Data Services products (totalling £23m in 2012) which have been reclassified as Marketing Services - Online

- Underlying Online revenue growth of 1.8% reflects growth from webcasts and other engagement products offset by reduced advertising spend, notably in technology, electronics and healthcare verticals

- The underlying Print revenue decline of 16.9% was driven predominantly by reduced advertising and general marketing spend, particularly in technology, built environment and healthcare verticals

- We have continued to rationalise the print portfolio. We have disposed of or discontinued 27 print titles. 2012 revenues for Print were £51.3m (2011: £85.9m)

- During 2012 we reduced costs of our marketing services operations by £31.4m. This was achieved through disposals, title closures and restructuring our teams

- Marketing Services - Online & Print adjusted operating profit of £6.8m (2011: £14.2m) representing an operating margin of 4.2% (2011: 7.0%). Profitability, albeit at a reduced level, was maintained despite restructuring of the business through the year

Summary Outlook

We are encouraged by prospects for UBM. We enter the year with a well defined business providing quality products with robust business models in growing economies and sectors. We believe we are well positioned for future growth.

Based on current conditions in the markets we serve and the wider
macroeconomic context, we expect Group underlying revenue growth in the range
of 3-7% during 2013. We anticipate continued attractive Events growth, albeit
more in line with long term sustainable economic growth rates, and continued
growth at PR Newswire. Marketing Services revenues will continue to reflect
the secular transition away from print advertising revenue, and our focus on
creating profitable business models which are supportive of our events
franchises.
Adjusted operating margin for the Group is expected to be approximately 21-23%
reflecting sustained profitability of our core businesses. We expect continued
margin stability at PR Newswire and will focus on improvement in Marketing
Services. Events margin will likely reflect some biennial uplift moderated by
continued organic investments and cost inflation in a number of our
fast-growing core markets. Group margin is also expected to be tempered by the
absence of recurring corporate sundry income.
Following the disposal of Delta we look forward to further developing UBM as a
fast-growing and increasingly profitable events-led marketing services and
communications business.

Contacts

Media
Peter Bancroft                    Director of Communications
E-mail                                communications@ubm.com
Direct telephone                            +44 20 7921 5961
Chris Barrie                          Citigate Dewe Rogerson
E-mail                         chris.barrie@citigatedr.co.uk
Direct telephone                            +44 20 7282 2943
Mobile                                     +44 796 872 72 89
Investor Relations
Kate Postans                      Head of Investor Relations
E-mail                                  Kate.postans@ubm.com
Direct telephone                            +44 20 7921 5023

UBM will host a presentation at 11am at the London Stock Exchange, 10
Paternoster Square, EC4M 7LS. A live webcast of the results presentation will
be made available from UBM's website. To access the webcast please go to
www.ubm.com. A recording of the webcast will also be available on demand from
UBM's website, www.ubm.com after 4pm.

Notes re financial disclosure
Throughout this announcement:

a) Where quoted, underlying growth rates exclude currency movements, discontinued revenues, proforma revenues from acquisitions and biennial events.

b) Adjusted operating profit represents operating profit excluding amortisation of intangible assets arising on acquisitions, exceptional items and share of taxation on profit from joint ventures and associates.

c) Adjusted operating margin relates to our adjusted operating profit. It is adjusted operating profit expressed as a percentage of revenues.

d) Adjusted earnings per share is before amortisation of intangible assets arising on acquisitions, certain exceptional items, deferred tax on intangible assets, share of taxation on profit from joint ventures and associates, taxation relating to exceptional items and net financing income/expense - other.

e) Cash conversion is the ratio of adjusted cash generated from operations to
adjusted operating profit. Adjusted cash generated from operations represents
adjusted operating profit, before depreciation and profit from associates and
joint ventures, after capital expenditure, movements in working capital,
dividends from associates and joint ventures and non cash movements.

f) UBM's Emerging Markets comprise the non-G10 countries - most notably: China, Brazil, India, Thailand, Singapore, Indonesia, Malaysia, Philippines, Mexico and UAE.


Notes to Editors
About UBM plc
UBM plc is a leading global business media company. We inform markets and
bring the world's buyers and sellers together at events, online, in print and
provide them with the information they need to do business successfully. Our
6,500 staff in more than 30 countries are organised into specialist teams
which serve commercial and professional communities, helping them to do
business and their markets to work effectively and efficiently.

For more information, go to www.ubm.com;

Follow us at @UBM_plc to get the latest UBM news.


EVENTS
                                  2012(1) 2011(1)  Change Change at Underlying
                                                                 CC     Change
                                       £m      £m       %         %          %
Annual Events Revenue               412.8   357.9    15.3      16.4          -
Biennial Events Revenue              24.8    34.0   -27.1     -27.3          -
Total Revenue                       437.6   391.9    11.7      12.6       11.9

Total Adjusted Operating Profit 142.4 133.3 6.8 Total Adjusted Operating Profit 32.5 34.0 -1.5%pt Margin

(1) See table of note 2 of the Financial Statements relating to reclassification following the Delta announcement. In addition to this the 2011 figures have been restated to reflect £2.2m of biennial events now classified as annual and additional £5.6m of annual events revenue reclassified during the formation of the UBM Technology business unit

We remain encouraged by the progress of our Events segment which now accounts
for over half (54.9%) of UBM's continuing revenues (2011: 50.1%) and nearly
three quarters (73.9%) of total continuing adjusted operating profit before
corporate costs (2011: 70.7%). Total reported revenues grew to £437.6m (2011:
£391.9m), benefitting from strong performance in the portfolio and the
addition of a number of shows acquired in 2011 and 2012, most notably Ecobuild
and the Malaysian International Furniture Fair ("MIFF").
Annual event revenues grew 15.3% to £412.8m (2011: £357.9m). Annual stand
revenues rose 16.3% to £286.1m (2011: £246.1m), sponsorship and other revenues
increased 13.7% to £81.9m (2011: £72.0m) and attendee revenues were up 12.6% to
£44.8m (2011: £39.8m). A total of 53,500 companies exhibited at our annual events
during the year which is an increase of 9.1% (2011: 49,000). The square metres
of our annual portfolio increased by 12.4% to 1.4m (2011:1.2m) while visitor
numbers increased by 7.4% to 1.6m (2011:1.5m).
The performance of our top 20 shows continues to be a key driver and 2012
revenues from the largest 20 shows accounted for 48.4% of annual revenues. As
at 31 January 2013, forward bookings for those top 20 events were up 12.7%
reflecting both the underlying strength of these events, good confidence
levels resulting in early bookings and some rebook timing distortions. We
continue to focus on large events within our portfolio. We organised 100 annual
events which generated revenues of more than £1m and these accounted for 85%
of our annual revenues (2011: 83 events of >£1m accounted for 79%). As part of
our drive to improve the quality of the overall portfolio we launched 22 new
geo-adaptations, principally in China and India. We also discontinued a number
of events which had generated revenues of £12.4m in 2011.

In 2012 we hosted 35 biennial events which contributed £24.8m of revenue (2011: 18 events, £34.0m). 2012 biennial revenues included incremental revenues from acquired events.

We invested £30.5m (including £6.4m of contingent and deferred consideration) buying outright or majority interests in eight events businesses which contributed £10.0m to 2012 reported events revenue. Had we owned these businesses since 1 January 2012 they would have contributed a further £2.3m.

On an underlying basis annual events revenue grew 11.9% over the prior period.

Annual Events Revenue     2012(1) 2011(1) Change Change at Underlying
                                                        CC     Change
                               £m      £m      %         %          %
Emerging Markets            177.5   140.9   26.0      28.4       15.0
N. America                  117.0   104.7   11.7       9.8        9.2
UK                           58.6    49.2   19.1      18.9        8.1
Continental Europe           46.4    52.2  -11.1      -6.6       10.3
RoW                          13.3    10.9   22.0      24.3       21.2
Annual Events Revenue       412.8   357.9   15.3      16.4       11.9
 

(1) See table of note 2 of the Financial Statements relating to reclassification following the Delta announcement. In addition to this the 2011 figures have been restated to reflect £2.2m of biennial events now classified as annual and an additional £5.6m of annual events revenue reclassified during the formation of the UBM Technology business unit

The previous table shows revenue for annual events split by geography.
Emerging Markets now account for 43.0% of our annual event revenues, from
39.4% in 2011. China accounts for 31.4% of annual Events revenues and is now
our largest single market. Revenues from China rose 15.3% during 2012 driven
by strong double digit growth at events such as Furniture China, CBME and CPhI
China, plus incremental revenue contribution from Dentech, which was acquired
during the year. Events in our other Emerging Markets, particularly in ASEAN,
Middle East/Africa and India also performed well. This growth was supported by
additional revenues from the MIFF (Malaysia) and NegociosTrilhos (Brazil)
acquisitions. Organic event revenue growth for Emerging Markets was 15.0%.

North American revenues grew 9.2% on an underlying basis with strong growth at Game Developer Conference, Black Hat and Enterprise Connect offsetting softness in our shows serving semi-conductor related verticals. The acquisitions of 4GWorld and Airport Cities also contributed to reported revenue growth.

Reported revenues from UK annual events were up 19.1% reflecting the addition of the Ecobuild acquisition. This offset softer underlying performances at events such as Interiors and Decorex which were impacted by the challenging conditions in the UK Built Environment.

European annual revenues fell 11.1% partially owing to rotation of peripatetic
World Routes show from Berlin to Abu Dhabi. Underlying European annual revenue
growth was 10.3% driven by good performances at CPhI, ICSE and the MEDTEC
franchise. Reported Rest of World revenues were up 22.0%, owing to the rebound
in Japan reflecting recovery from the impact of the earthquake and tsunami in
2011.
Adjusted operating profit rose 6.8% to £142.4m (2011: £133.3m); operating
margin was 32.5% (2011: 34.0%). The decline from 2011 was largely a reflection
of the absence of contribution from our strong odd-year biennial shows. The
positive contribution from acquired events, combined with operating leverage
at some large annual events, offset dilution from higher Asian wage costs, new
geo-adaptations, new launches and investment in other Global Events Momentum
("GEM") initiatives.
We expect continued attractive organic growth in 2013, albeit more in line
with long term sustainable growth rates in excess of GDP growth in our served
markets. The phasing of shows by sector and geography within our portfolio is
such that Q1 performance is likely to look subdued and the growth will
principally be delivered by our Emerging Markets events in the second half of
the year. Events margin for 2013 will likely reflect some biennial uplift (in
the second half), although this will be moderated by cost inflation in a
number of our fast-growing core markets and continued investments in the
portfolio (including geo-adaptations, new launches and initiatives around
improving customer experience and investments to enhance health and safety
standards).

PR Newswire
                                   2012  2011   Change Change at   Underlying
                                                              CC       Change
                                     £m    £m        %         %            %
US Distribution                    94.9  88.7      7.0       5.8          5.6
US Other                           19.7  21.4     -7.9      -9.2         -9.1
US Vintage                         20.8  17.9     16.2      14.9         24.1
Canada Newswire                    30.7  30.8     -0.3       0.0          0.2
PR Newswire Europe                 19.2  18.7      2.7       2.7          2.7
PR Newswire Asia & LatAm           11.1  10.3      7.8       7.8          8.0
Total Revenue                     196.4 187.8      4.6       3.8          4.5

Total Adjusted Operating Profit 43.5 41.0 6.1 Total Adjusted Operating Profit 22.1 21.8 0.3%pt Margin

PR Newswire revenue grew 4.6% in 2012 to £196.4m (2011: £187.8m). Revenues were up 4.5% on an underlying basis.

US Distribution reported revenues increased to £94.9m reflecting good organic
growth of 5.6%. This was largely driven by continued success in up-selling
multimedia press releases. The overall number of releases was stable in 2012.
US Distribution revenue committed under contracts increased from £19.9m as at
31 December 2011 to £26.3m as at 31 December 2012.
US Other products revenues fell 9.1% on an underlying basis to £19.7m. This
decrease was driven by a reduction in broadcast services revenue and £1.1m
loss of royalty revenue following the termination of the contract with Vocus,
in H2, as we launched our proprietary targeting and monitoring product,
Agility.

US Vintage revenues grew 24.1% on an underlying basis to £20.8m, driven largely by increased XBRL filing revenues albeit from a low base in 2011.

Revenues generated at Canada Newswire remained essentially flat at £30.7m
reflecting a favourable variance in Distribution, offset by reductions in
broadcast and webcast production revenue compared to 2011. In November we
acquired the remaining 50% stake of CNW for £30.1m. Full ownership will enable
PR Newswire to implement an aligned commercial, product development and
infrastructure strategy across its North American business. This alignment is
expected to result in cost synergies and incremental revenues in Canada by
providing customers with access to PR Newswire's full range of product
offerings and by enabling the two organisations to work together in
accelerating the trend towards higher engagement products.
Other international revenues rose 4.5% to £30.3m (2011: £29.0m). PR Newswire
Europe's revenues increased by 2.7% to £19.2m (2011: £18.7m) largely driven by
a continued strong performance from the UK and the Nordic region. The PR
Newswire Asia and Latin American revenues increased by 8.0% on an underlying
basis, mainly reflecting good performance of our distribution network across
Asia.

Adjusted operating profit for PR Newswire was £43.5m resulting in a margin of 22.1% (2011: 21.8%). The 0.3 percentage point rise reflects some operating leverage, particularly in US Distribution, offset by dilutive impact of new product launches which have yet to gain scale.

We expect continued good levels of growth in PR Newswire during 2013. The
margin will remain at a similar level, with expected operating leverage being
largely offset by continued investment in new products. We believe our ability
to drive earned media placement coupled with the growing development of
content marketing trends make PR Newswire well placed for long term structural
growth.

MARKETING SERVICES - ONLINE & PRINT

                                  2012(1) 2011(1)  Change Change at Underlying
                                                                 CC     Change
                                       £m      £m       %         %          %

Marketing Services - Online 112.5 116.7 -3.6 -4.1 1.8 Marketing Services - Print

           51.3    85.9   -40.3     -40.3      

-16.9

Total Marketing Services Revenue 163.8 202.6 -19.2 -19.4 -4.6 Total Adjusted Operating Profit 6.8 14.2 -52.1 -52.4 Total Adjusted Operating Profit 4.2 7.0 -2.8%pt Margin

(1) See table of note 2 of the Financial Statements relating to reclassification following the Delta announcement. In addition to this the 2011 figures have been restated to reflect an additional £3.9m of Online revenue reclassified during the formation of the UBM Technology business unit

Marketing Services remains a key area of focus for management in 2013 and we
have successfully removed £31.4m of cost. This includes restructuring our UBM
studios business; in 2012 we created 122 digital environments compared to over
250 in 2011.
Total Marketing Services revenue fell 19.2% to £163.8m (2011: £202.6m). During
2012, we discontinued or disposed of 27 print titles. The print portfolio
which has been rationalised had contributed £4.2m of revenue in 2012 prior to
being sold or discontinued, as compared to £29.8m full year revenues in 2011.

Aside from the portfolio rationalisation, the structural decline in print continues, especially within the technology, electronics, construction and healthcare verticals. The underlying print revenue decline was 16.9%.

Online underlying revenue growth was 1.8%. Online engagement products made
good progress and at the year end there were 34 live communities, up from 11
last year. Good revenue growth from these higher engagement products was
largely offset by reduced advertising spend, notably in the technology,
construction and electronics verticals and a reduction in unprofitable virtual
events revenues.

The structural declines of print and the disposal of assets resulted in a decline in adjusted operating profit to £6.8m (2011: £14.2m) with operating margins of 4.2%.

Marketing Services revenues will continue to reflect the secular transition
away from print advertising and our focus on development of profitable
sustainable business models which are well aligned with our events portfolio.
As part of this, in November, we appointed a Chief Content Officer to focus
upon identifying the appropriate business models, which bring content and
engagement to the communities we serve 365 days a year. We expect margins to
improve over time given this focus on both the continued restructuring of the
business and its renewal.

Chief Financial Officer's Review

The financial results for 2012 reflect another good year for UBM, both operationally and strategically. The results show notable underlying growth in our key Events and PR Newswire segments as well as significant progress in repositioning our portfolio through organic development, acquisitions and divestitures.

Most notable among these has been the disposal of our Data Services businesses
("Delta"), announced on 5 February 2013. Electra Partners LLP ("Electra") has
made a binding offer to purchase the Delta portfolio for a consideration of
£160m including a £40m vendor loan note. The offer is subject to consultation
with the relevant works council in France (which was completed on 22 February
2013) and certain regulatory and other approvals. Assuming satisfaction of
these conditions completion is expected between March and July 2013. Under the
terms of the agreement with Electra the economic benefit and risks of
ownership of Delta will accrue to Electra from 1 January 2013.
Delta represents the bulk of UBM's Data Services segment, and also includes
operations previously reported within the Events, Marketing Services - Online
and Marketing Services - Print segments. It operates in the Health, Technology
& IP, Trade & Transport, and Paper industries. The disposal is a significant
strategic step for UBM as it tightens our focus on core businesses, and
improves the quality and growth profile of the Group's earnings. Given the
status of the strategic review process at 31 December 2012, the Delta
businesses are classified as discontinued in these 2012 consolidated results.
The following financial statements reflect the discontinuation of the Delta
businesses, and the commentary focuses principally on the continuing
operations of UBM.
UBM has retained a number of data services products which are closely related
to retained businesses and were not subject to our strategic review. The
revenues from these retained products have been reclassified to Marketing
Services and Events, for 2012 and prior periods to facilitate comparison. For
more detail on this reallocation, please see the table in note 2.
Continuing revenues in 2012 were £797.8m, 2.0% higher than in 2011 (2011:
£782.3m) driven by strong underlying performance of the Events and PR Newswire
segments. Continuing adjusted operating profit1 for 2012 was 1.6% higher at
£177.0m (2011: £174.2m). Continuing margins1 fell slightly by 0.1ppts to 22.2%
(2011: 22.3%) reflecting the biennial cycle in Events and higher net corporate
costs.
During 2012 we invested £10.2m in the implementation of a Group wide finance and
reporting system.  This project has been focused on our Events-led businesses,
and we expect it will result in greater efficiency (and reduced costs) in finance
and administrative processes, as well as significantly enhanced capacity to manage
on the basis of timely and consistent information across our businesses,
supporting the benchmarking and best practice initiatives showcased in GEM.
As at 31 December 2012 net debt was £553.4m, representing 2.5 times 2012
EBITDA. The increase from net debt of £525.3m (2.4 times 2011 EBITDA) at the
end of 2011 reflects cash investment in acquisitions and the outstanding equity
of Canada Newswire during the year, totalling £88.3m. Adjusting for the £100m
of anticipated Delta cash proceeds (net of working capital adjustments),
year end net debt would have been approximately £453m. On continuing EBITDA of
£189.7m this implies a proforma debt to EBITDA ratio of 2.4x.

*UBM uses a range of business performance indicators to help measure its development against strategy and financial objectives. All non-IFRS measures have been noted with a `1' and additional information on these measures has been provided at the end of this section.

Summary Income Statement
                                             IFRS Measures            As adjusted(b)
£m                                      FY 2012 FY 2011 % Change FY 2012 FY 2011 % Change
Continuing
Revenue                                   797.8   782.3      2.0   797.8   782.3      2.0
Operating expenses (excluding (a) line
items below)                            (608.1) (596.3)          (608.1) 

(596.3)

Share of tax on profit in JV &
associates (a)                            (1.1)   (0.7)              (b)   

(b)

Other exceptional items (a)                 0.1   (4.8)              (b)   

(b)

Impairment charges (a)                    (1.0)   (3.7)              (b)   
 (b)
EBITDA                                                             189.7   186.0      2.0
Depreciation (a)                         (12.7)  (11.8)      7.6  (12.7)  (11.8)      7.6
EBITA                                                              177.0   174.2      1.6
Amortisation - intangible assets                                     (b)   
 (b)
arising on acquisition (a)               (25.7)  (26.4)
Operating profit                          149.3   138.6      7.7   177.0   174.2      1.6
Net interest expense                     (27.9)  (27.6)           (27.9)  (27.6)
Exceptional finance expense                 3.1  (29.4)              (b)     (b)
Financing income - pension schemes          2.7     3.1              2.7   
 3.1
Financing income - other                    1.8     1.2              (b)     (b)
Financing expense - other                 (1.7)   (0.7)              (b)     (b)
PBT                                       127.3    85.2     49.4   151.8   149.7      1.4
Taxation                                  (6.1)  (12.9)           (17.4)  (19.9)
PAT from continuing operations            121.2    72.3     67.6   134.4   129.8      3.5
Discontinued operations PAT and
exceptional items                          16.5    13.8             23.2    21.3
Loss on assets held for sale            (179.6)       -                -       -
Profit for the year                      (41.9)    86.1            157.6   151.1
Non-controlling interests                (10.5)  (10.4)           (10.5)  (10.4)
Attributable profit                      (52.4)    75.7            147.1   140.7
Weighted average no. of shares
(million)                                 244.4   243.5            244.4  

243.5

Fully diluted weighted average no. of
share (million)                           249.0   247.8            249.0  

247.8

Earnings per share (pence)
Continuing operations - basic             45.3     25.4     78.3    50.7    49.0      3.5
Continuing operations - diluted           44.5     25.0     78.0    49.8   
48.2      3.3
Profit for the year - basic             (21.4)     31.1  (168.8)    60.2    57.8      4.2
Profit for the year - diluted           (21.4)     30.6  (169.9)    59.1    56.8      4.0
Dividend per share (pence)                26.7     26.3      1.5    26.7    26.3      1.5
 

(a) Expenses not included within Operating expense figure

(b) All non-IFRS measures and business performance measures have been notated
with a `1' and additional information on these measures has been provided at
the end of this section.

Discontinued operations
Total revenue for the year from Delta fell to £179.3m (2011: £190.0m) with
adjusted operating profit1 down £1.0m to £26.7m (2011: £27.7m). The decline
reflects a significant decline in contribution from the Technology & IP
business and continued declines in Trade & Transport.
The classification as held for sale requires assets and liabilities to be
measured at the lower of their carrying amounts and fair value less costs to
sell. Delta goodwill has been reduced to reflect the sale consideration in the
binding sale agreement, resulting in an impairment loss of £159.6m. Combined
with the results from discontinued operations from the year and costs of
disposal of £21.8m, the total loss from discontinued operations is £163.1m
compared with an operating gain of £13.8m in the prior year. In 2013, we
anticipate reporting a gain on disposal of approximately £25m from recognising
foreign exchange gains previously reported in other comprehensive income.

Corporate Costs

Total corporate costs for 2012 were £19.4m (2011: £18.1m). These corporate
costs are partially offset by gains on disposals and other sundry income not
attributable to segmental results resulting in net corporate costs of £15.7m
(2011: £14.3m).

£m                                                           2012    2011

Corporate costs before non-cash share based payment 18.1 15.9 charges Non-cash share based payment charges

                          3.6     3.4

Total gross corporate costs including share based payment 21.7 19.3 charges Income from equity accounted investments

                    (2.3)   (1.2)

Ongoing corporate costs after equity investment income 19.4 18.1 Gains on disposals and other sundry income not relating (3.7) (3.8) to segments Net corporate costs

                                          15.7    14.3

Exceptional operating items - continuing operations

Impairment

We have reviewed the carrying value of intangible assets (including goodwill) other than the Delta businesses in light of current trading conditions and future outlook. As a result of this review, the Electronics Events CGU has been impaired by £1.0m at 31 December 2012.

Other exceptional items

Following the adoption of IFRS 3 (revised) from 1 January 2010, acquisition
costs of £1.0m for 2012 have been expensed, rather than included in the
calculation of goodwill on acquisition. For the year ended 31 December 2012 an
exceptional credit of £1.1m was recognised, relating to the revision of the
contingent consideration estimates for acquisitions made.

We have recognised an expense of £0.9m relating to fair value movement on put options over non-controlling interests.

Interest

Net interest expense represents interest payments on UBM's bonds and bank
loans, net of interest receipts on cash holdings. Net interest expense in 2012
was £27.9m, compared with £27.6m in 2011. Further information is set out in
the Capital Structure section below.
Financing income includes an IAS 19 pension interest credit of £2.7m (2011:
£3.1m). In 2013, the adoption of an amendment to IAS 19 will result in this
interest credit being replaced with an interest cost, estimated at £1.8m.

£m                                                2012         2011
Interest income - Cash and cash equivalents            1.0           1.1
Interest expense                                    (28.9)        (28.7)
Financing income - pension schemes                     2.7           3.1
Financing income - other                               1.8           1.2
Financing expense - other                            (1.7)         (0.7)

Net finance expense before exceptional items (25.1) (24.0)

Exceptional finance income/(expense)                   3.1        (29.4)
Cessation of fair value hedge accounting        4.0             -

Reassessment of amortised cost carrying value - (8.5) FV loss on redemption of £75m floating rate reset bonds

                                       -        (19.1)
FV movement on put options over
non-controlling interests                     (0.9)         (1.8)
Net finance expense                                 (22.0)        (53.4)

Income tax

UBM's effective rate of taxation1 for the year was 11.7% (2011: 14.8%).

Movements in our tax creditor balance during 2012 were as follows:


                                              £m
Current tax liability at 1 January 2012     65.9
Current tax charge                          19.1
Tax paid                                  (29.7)
Classified as held for sale                (2.0)
Foreign Exchange and other movements       (0.6)
Current tax liability at 31 December 2012   52.7

Overall our current tax liability decreased from £65.9m as at 31 December 2011
to £52.7m as at 31 December 2012. The tax creditor includes provisions for tax
settlements in various jurisdictions in which UBM operates.
We have necessarily made judgments as to the outcome of tax matters not
concluded. This creditor has been consistently classified as a short term
liability in accordance with our accounting policy although we do not expect
the tax cash outflow in respect of the year end balance sheet creditor in 2013
to exceed £10.0m. The total cash paid in respect of income taxes was £29.7m in
2012.

Current tax liability analysed:

By Country: By Year
                             %                    %
Europe (Including UK)       35.5     Up to 2008  9.3
China (Including HK)        23.5     2009       15.0
US including state and
local                       19.0     2010       12.3
Other Asia                  14.4     2011       19.2
RoW                         7.6      2012       44.2
Total                      100.0     Total      100.0

Foreign Currency Exposure

The following table outlines the currency profile of our revenues and adjusted operating profits for 2012 continuing operations:

                               Adjusted operating
                   Revenue %       profit1 %
US Dollar            47.1             37.6
UK Pound Sterling    15.6             7.6
Hong Kong Dollar      9.1             15.6
Euro                  8.9             16.8
Renmimbi              7.4             9.6
Canadian Dollar       3.7             3.9
Japanese Yen          2.3             2.5
Brazilian Real        1.8             2.8
Indian Rupee          1.7             1.0
Other                 2.4             2.6
Total                100.0           100.0

Our income statement exposure to foreign exchange risk is shown for our most
important foreign currency exposures in the sensitivity analysis below, based
on 2012 Continuing operations:

                  Average     Currency     Effect on Effect on adjusted
            exchange rate value rises/ revenue + / -  operating profit1
                  in 2012     falls by            £m              + / -
                                                                     £m
US dollar          1.5872       1 cent           2.5                0.5
Euro               1.2316       1 cent           0.6                0.3
 

The average exchange rates used in our 2011 income statement were US Dollar: 1.6050 and Euro 1.1518.

The Group continues to monitor its exposure to the Euro. Euro revenues
comprise a relatively small part of UBM's total revenue, accounting for 8.9%
of continuing revenue in 2012, of which nearly half relates to large events
serving global customers. Given our large and diverse customer base, there are
no significant concentrations of credit risk. We also hedge exposure to the
Euro through drawings under the Group's revolving credit facility (the "RCF"),
which has normally been at least partially drawn in Euros (£77.2m at 31
December 2012). The RCF may alternatively be drawn in other currencies.

Capital Structure

Balance sheet

UBM's consolidated net debt at 31 December 2012 stood at £553.4m, up from £525.3m at the end of 2011. We have changed the definition of net debt during 2012 to include derivatives that are associated with our debt instruments. This facilitates a more accurate reflection of the estimated settlement at maturity and is consistent with reporting by other companies.

During 2012, cash generated from operations fell to £189.8m (2011: £203.7m).
UBM paid £88.3m for acquisitions (net of cash acquired), earnout payments in
relation to acquisitions made in prior years and increases in stakes in
subsidiaries, together with £65.3m of dividends to shareholders (excluding
dividends paid to non-controlling interests).

Pensions

UBM operates a number of defined benefit and defined contribution schemes, based primarily in the UK. The most recent actuarial funding valuations for the majority of the UK scheme liabilities were carried out in 2011, and updated to 31 December 2012 using the projected unit credit method.

At 31 December 2012, the aggregate deficit under IAS 19 was £50.2m, an increase of £18.7m compared to the deficit of £31.5m at the previous year end.

The IAS 19 pension interest credit was £2.7m, representing the excess of
expected asset growth during 2012 over the interest accretion on the scheme
liabilities. From 1 January 2013, the Group will apply IAS19 `Employee
benefits' (amended 2011) which will reduce the return on plan assets included
in pension scheme finance income and reduce the actuarial gains and losses
recognised in other comprehensive income by the same amount. The effect of
this amendment for 2013 is currently expected to change the pension interest
credit into an interest cost of £1.8m. The current service cost is also
expected to increase to £2.4m (2012: £0.7m).

Debt and Liquidity

Our funding strategy is to maintain a balance between continuity of funding
and flexibility through the use of capital markets, bank loans and overdrafts.
To facilitate access to these sources of funds we seek to maintain long term
investment grade credit rating on our long term debt from Moody's (current
rating Baa3 -negative outlook) and Standard & Poor's (current rating BBB
-stable outlook).
In March 2012, the Group redeemed the €53.1m floating rate reset loans by
paying the fair value. This leaves UBM with £250m of 6.5% Sterling bonds
maturing November 2016; $350m of 5.75% US bonds maturing November 2020; and a
£300m syndicated bank facility. At 31 December 2012, all conditions precedent
were met and UBM had drawn £178.3m from the syndicated bank facility leaving
£121.7m available.
The Group maintains a strong liquidity position. In addition to the unutilised
commitment under the Revolving Credit Facility of £121.7m, we had cash on hand
of £86.9m at 31 December 2012. We expect that upon completion of the Delta
transaction, the cash proceeds of £100m (net of working capital adjustments)
will be used to repay outstanding bank debt. Pro forma for the repayment, the
available unutilised commitment would have been £221m. The Group's treasury
policy does not allow significant exposures to counterparties that are rated
less than A by Standard & Poor's, Moody's or Fitch and we consistently monitor
the concentration of risk.

£m                             Facility Drawn Undrawn Maturity    Rate%      Fair value hedges
Syndicated bank facility          300.0 178.3   121.7  May-16  LIBOR + 1.2
£250m fixed rate sterling bond    250.0 250.0       -  Nov-16  6.5% fixed  Floating rate swap for
                                                                           £150m
                                                                           US$ LIBOR + 3.14%
$350m fixed rate dollar bond      215.5 215.5       -  Nov-20  5.75% fixed Floating rate swap for
                                                                           $100m
                                                                           US$ LIBOR + 2.63%
Total                             765.5 643.8   121.7
The following table summarises our estimated payment profile for contractual
obligations, provisions and contingent consideration as of 31 December 2012:
£m                                       2013  2014  2015  2016 Thereafter
Long-term debt                              -     -     - 428.3      215.5
Interest payable*                        31.6  31.4  31.4  29.6       49.5

Derivative financial liabilities 0.6 0.6 0.6 4.5 (1.0) Operating lease payments

                 22.9  10.0   4.5   3.9       11.3
Pension contributions                     3.5   3.5   3.5   3.5       26.3
Trade and other payables                322.6   3.4     -     -          -
Provisions                               10.5   9.3   2.0   0.7        0.2

Contingent and deferred consideration 10.5 2.2 0.4 - - Put options over non-controlling interests

                                 3.2   3.6     -   0.6        6.2
Total                                   405.3  64.0  42.4 471.1      308.0

*Interest payable based on current year rates.

The put and call option over the loans are explained in Note 6.1.

Capital management


UBM maintains conservative capital ratios in order to support its businesses
and maximise shareholder value. At the end of 2012, the net debt to adjusted
earnings before interest, taxation, depreciation and amortisation was 2.5
times as shown below.

£m                                                                               2012      2011
Financial liabilities                                                           666.8     655.3
Financial assets                                                              (113.4)   (130.0)
Net debt1                                                                       553.4     525.3
Adjusted earnings before interest, taxation, depreciation and amortisation1
    220.2     218.7
Net debt to EBITDA ratio1                                                   2.5 times 2.4 times

Our policy is to maintain investment grade ratings from each of Moody's and Standard & Poor's. In assessing the leverage ratios of net debt to adjusted earnings before interest, taxation, depreciation and amortisation, both Moody's and Standard & Poor's take account of a number of other factors, including future operating lease obligations and any pension deficit. The proceeds from the Delta disposal will be used to reduce the Group's borrowings.


Cash flow

Cash generated from operations fell to £189.8m from £203.7m in 2011, reflecting lower negative working capital movements in an off biennial year partially offset by an increase in profits. Cash conversion1 was 97.9% of adjusted operating profit1 (2011: 100.7%). Free cash flow1 prior to cash invested in acquisitions was £102.9m (2011: £127.3m).

A reconciliation of net cash inflow from operating activities to free cash flow is shown below:


£m                                                2012      2011
Adjusted cash generated from operating
activities1                                      206.0     222.3
Restructuring payments                          (11.9)    (14.2)
Other adjustments                                (4.3)     (4.4)
Cash generated from operations (IFRS)            189.8     203.7
Dividends from JVs and associates                  1.1       1.3
Net interest paid                               (30.2)    (27.8)
Taxation paid                                   (29.7)    (29.9)
Capital expenditure                             (28.1)    (20.0)
                                                 102.9     127.3
Acquisitions                                    (88.3)    (62.5)
Proceeds from disposals                           10.1      12.1
Advances to JVs, associates and minority
partners                                         (3.3)         -
Free cash flow1                                   21.4      76.9
Net share issues                                   2.5       1.1
Dividends                                       (74.8)    (72.1)
Purchase of ESOP shares                          (8.1)         -
Net debt as at 31 December1                    (553.4)   (525.3)

Net debt/EBITDA as at 31 December1 (times) 2.5 2.4

Capital expenditure for the year was £28.1m. During 2012 we invested £10.2m
in the implementation of a Group wide finance and reporting system.  This
project has been focused on our Events-led businesses, and we expect it will
result in greater efficiency (and reduced costs) in finance and administrative
processes, as well as significantly enhanced capacity to manage on the basis
of timely and consistent information across our businesses, supporting the
benchmarking and best practice initiatives showcased in GEM. The other significant
capital investments were to further enhance PR Newswire's existing products and to
upgrade its IT infrastructure.
We expect to continue to generate significant free cash flow in 2013 because
of our business model and believe that our cash on hand, cash from our
operations and available credit facilities will be sufficient to fund our cash
dividends, debt service and acquisitions in the normal course of business.

Acquisitions and disposals

We invested £31.4m (including £6.6m of expected contingent and deferred consideration) in acquiring ten new businesses, including two within Delta. These acquisitions were closely aligned to our strategic priorities, increasing our exposure to attractive communities and geographies. We also generated £10.1m in net cash proceeds from asset disposals, providing additional resources to invest in our strategic priorities.

We also invested cash of £30.7m in the purchase of non-controlling interests
(including Canada Newswire Ltd and RISI, Inc.) and made payments for
contingent and deferred consideration for acquisitions made in prior years
totalling £33.0m.
                                                    Expected
                                                  contingent      Estimated
2012 Acquisitions                      Initial  and deferred          total
£m                               consideration consideration  consideration
Events
4G World                                   2.7             -            2.7
Airport Cities                             0.9           0.1            1.0
Malaysian International
Furniture Fair                             7.4           0.8            8.2
DenTech                                    3.6           3.8            7.4
NegociosTrilhos                            6.5             -            6.5
WineExpo                                   0.4           0.3            0.7
ICC                                        2.1           1.3            3.4
Greenbuild                                 0.5           0.1            0.6
Total Event acquisitions                  24.1           6.4           30.5
Delta - held for sale
OBM                                        0.5           0.1            0.6
Bench$mart                                 0.2           0.1            0.3
Total Delta - held for sale
acquisitions                               0.7           0.2            0.9
Total                                     24.8           6.6           31.4

Contingent and deferred consideration
£m                                    Contingent  Deferred      Total
At 1 January 2012                           37.3       5.7       43.0
Change in estimate - goodwill              (1.0)         -      (1.0)
Change in estimate - exceptional
items                                      (2.9)         -      (2.9)
Acquisitions during the year                 4.7       1.9        6.6
Equity transactions in the year              1.3         -        1.3
Consideration paid                        (31.1)     (1.9)     (33.0)
Classified as held for sale                (0.1)         -      (0.1)
Foreign exchange gain                      (0.7)     (0.1)      (0.8)
At 31 December 2012                          7.5       5.6       13.1
 

The 2012 acquisitions contributed adjusted operating profit1 of £4.1m since acquisition and achieved a pre-tax return on investment1 of 16.2% on a pro forma basis. The following table shows the performance of our acquisitions since 2010 relative to our target pre-tax cost of capital threshold of 10%:

                         Consideration  Return on Investment1
                                    £m  2010    2011    2012
2010 acquisitions        251.7         10.6%   12.2%   12.8%
2011 acquisitions        73.1          -       8.3%    11.5%
2012 acquisitions2       30.5          -       -       16.2%
Total                    357.8                         12.8%3
 

2 2012 Return on investment calculated on a full year pro forma basis.

3 2012 Return on 3 year initial (cash) consideration is 15.0%.

Return on average capital employed

The return on average capital employed1 for 2012 including discontinued operations was 15.5% (2011: 14.6%). The table below shows our performance over time:

£m                                          2008  2009  2010     2011    

2012

Operating profit before exceptional items
(£m)                                       146.7 143.7 143.2    163.7   

166.9

Average capital employed (£m)              815.9 910.6 971.1 1,124.10 

1,074.5

Return on average capital employed1
(ROACE) (%)                                 18.0  15.8  14.7     14.6    15.5

Dividends
Our progressive dividend policy targeting two times cover through economic and
biennial cycles remains unchanged. In line with this policy the Board is
recommending a final dividend of 20.0p (2011: 20.0p). This brings the total
dividend for the year to 26.7p (2011: 26.3p), representing an increase of 1.5%
in the full year dividend. Subject to shareholder approval, the final dividend
on ordinary shares will be paid on 28 May 2013 to shareholders on the register
on 26 April 2013.

Related Party Transactions

Related party transactions, other than those relating to Directors' remuneration, are disclosed in the Annual Report and Accounts for the financial year ended 31 December 2012. Also, there have been no changes in related party transactions from those described in the Annual Report and Accounts for the financial year ended 31 December 2011 that could have a material effect on the financial position or performance of the Group in the financial year ended 31 December 2012.

Going concern review

After making enquiries, the directors have a reasonable expectation that UBM has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

In reaching this conclusion, the directors have had due regard to the following:

- After taking account of available cash resources and committed bank
facilities, none of UBM's borrowings fall due within the next two years that
require refinancing from resources not already available. Further information
is provided in Note 5.3 on page 37.

- The cash generated from operations, committed facilities and UBM's ability to access debt capital markets, taken together, provide confidence that UBM will be able to meet its obligations as they fall due.

- Further information on the financial position of UBM, its cash flows, financial risk management policies and available debt facilities are described in the Financial Review on the preceding pages. UBM's business activities, together with the factors likely to impact its future growth and operating performance are set out in the Operational Review.

Conclusion

The 2012 results reflect a noteworthy strategic step for UBM. The decision to
sell Delta and further acquisitions in our Events segment demonstrates our
commitment to improve the quality of our earnings and growth. Throughout this
strategic change, we have maintained strong financial disciplines, requiring
outstanding effort from the Group as a whole. I look forward to further
developments in 2013 to focus the Group as an events-led marketing services
and communications business. I thank my colleagues for their contribution to
our success in 2012,and to the confidence with which we enter 2013.

Summary of Major risks
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.

Legislation or compliance requirement changes

- There is the potential for unfavourable changes in applicable law or compliance requirements.

- 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.

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.

Acquisition 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.

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.

Geographic and emerging market exposures

- Operating in many geographic regions, may present logistical and management challenges

- Expansion through joint ventures lowers logistical and management issues but can create exposure if we are unable to extract the rewards from our investment.

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.

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.

Technology

- Given the increasing use of and reliance upon technology there is 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.

Liquidity

- Liquidity issues may curtail the ability to make certain acquisitions or obtain refinancing.

- Local liquidity issues could have a negative reputational impact.

Credit risk/Counterparty exposure

- We have unsecured credit risk from the potential non-performance by counterparties to financial instruments.

Exchange rate fluctuations

- FX rate fluctuations could adversely affect our reported earnings in pound sterling and the strength of our balance sheet.

Tax

- There is a risk that UBM could enter into planning arrangements or structures which are challenged or become ineffective with legislation changes.

Pensions

- 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.

Statement of Directors' Responsibility

UBM's annual report and accounts for the year end, to be published in due course, will contain a responsibility statement as required under Disclosure and Transparency Rule 4.1.12, regarding responsibility for the financial statements and the annual report. This responsibility statement is repeated here (below) solely for the purposes of complying with Disclosure and Transparency Rule 6.3.5. It is not connected to the extracted and unaudited information presented in this results announcement.

Each of the Directors confirm that, to the best of their knowledge:

- the Group financial statements, which have been prepared in accordance with
International Financial Reporting Standards (`IFRS'), as issued by the
International Accounting Standards Board (`IASB') and IFRIC interpretations,
give a true and fair view of the assets, liabilities, financial position and
profit of the Group; and
- the management report includes a fair review of the development and
performance of the business and the position of the Group and the undertakings
included in the consolidation taken as a whole, together with a description of
the principal risks and uncertainties they face.

The Directors of UBM plc will be listed in the annual report and are listed on the UBM plc's corporate website: ubm.com.

Explanation of UBM's business measures


Financial Measure          How we define it            Why we use it
Underlying revenue growth  Underlying measures are     We believe that
and underlying operating   adjusted to eliminate the   underlying growth
profit growth              effects of acquisitions,    rates provide insight
                           discontinued products,      into the organic
                           foreign exchange and        growth of the
                           biennial events.            businesses, without
                                                       distortion from the
                                                       effect of
                                                       acquisitions,
                                                       discontinued
                                                       products, biennial
                                                       events and foreign
                                                       currency movements
                                                       during the period.

Adjusted operating profit Operating profit excluding Commonly used by

                           amortisation of intangible  shareholders to
                           assets arising on           measure our
                           acquisitions, exceptional   performance,
                           items and share of taxation individually and
                           on joint ventures and       relative to other
                           associates.                 companies.
Margin                     Margin relates to our
                           adjusted operating margin.
                           It is adjusted operating
                           profit expressed as a
                           percentage of revenues.
EBITDA                     Earnings before interest,   Assists investors in
                           tax, depreciation,          their assessment and
                           amortisation, impairment    understanding of
                           and exceptional items       earnings and cash
                                                       generative capacity.
Adjusted profit before tax Before amortisation of      Assists investors in
and adjusted EPS           intangible assets on        their assessment and
                           acquisitions, exceptional   understanding of our
                           items, share of taxation on earnings and is also
                           profit from joint ventures  a measure commonly
                           and associates, net         used by shareholders
                           financing income/(expense)  to measure our
                           - other. EPS also excludes  performance,
                           deferred tax on the         individually and
                           amortisation of intangible  relative to other
                           assets. Diluted EPS         companies.
                           includes the impact of
                           share options.
Net debt                   Net debt is current and     Provides a measure of
                           non-current borrowings and  indebtedness in
                           derivatives associated with excess of the current
                           debt instruments, less cash cash available to pay
                           and cash equivalents.       down debt.
Net debt to EBITDA         Net debt divided by EBITDA. Provides a measure of
                                                       financial leverage.
Net debt to LTM EBITDA     EBITDA adjusted to include
                           a full year of pro forma
                           operating profit from
                           acquisitions made during
                           2011.
Free cash flow             Net cash provided by        Helps assess our
                           operating activities after  ability, over the
                           meeting obligations for     long term, to create
                           interest, tax, dividends    value for our
                           paid to non controlling     shareholders as it
                           interests, capital          represents cash
                           expenditures and other      available to repay
                           investing activities.       debt, pay dividends
                                                       and fund future
                                                       acquisitions.
Adjusted operating cash    Adjusted to exclude         The Group believes
flow                       non-operating movements in  adjusted operating
                           working-capital, such as    cash flow assists
                           expenditure against         investors in their
                           reorganisation and          assessment and
                           restructuring provisions.   understanding of our
                                                       operating cash flows.
Cash Conversion            Cash conversion is the
                           ratio of adjusted cash
                           generated from operations
                           to adjusted operating
                           profit.

Pre-tax return on          Attributable adjusted       Helps us assess the
investment                 operating profit divided by performance of our
                           the cost of acquisitions.   acquisitions relative
                           Calculated on a pro forma   to our target pre-tax
                           basis, as if the acquired   cost of capital
                           business were owned         threshold of 10%.
                           throughout the year.
Estimated total            Estimated total             Provides a measure of
consideration              consideration includes      total consideration
                           initial consideration (net  for businesses
                           of cash acquired), the      acquired.
                           latest estimate of expected
                           contingent consideration
                           and deferred consideration.
Return on average capital  ROACE is operating profit   Provides a measure of
employed (ROACE)           before exceptional items    the efficiency of
                           divided by average capital  profitability of our
                           employed. Average capital   capital investment.
                           employed is the average of
                           opening and closing total
                           assets less current
                           liabilities for each
                           period.
Effective tax rate         The effective tax rate on   Provides a more
                           adjusted profit before tax  comparable basis to
                           reflects the tax rate       analyse our tax rate.
                           excluding movements on
                           deferred tax balances on
                           the amortisation of
                           intangible assets.

                        Consolidated income statement
                      for the year ended 31 December 2012
Notes                                                             Restated
                                    Before                          before    Restated
                               exceptional Exceptional         exceptional exceptional Restated
                                     items       items   Total       items       items    total
                                      2012        2012    2012        2011        2011     2011
                                        £m          £m      £m          £m          £m       £m
      Continuing operations
2     Revenue                       797.8           -   797.8       782.3           -    782.3
      Other operating income          7.9           -     7.9         9.4           -      9.4
      Operating expenses           (637.0)          -  (637.0)     (620.5)          -   (620.5)
                                                                                               
3.1   Exceptional operating             -        (0.9)   (0.9)          -  
     (8.5)    (8.5)
      items
      Amortisation of               (25.7)          -   (25.7)      (26.4)          -    (26.4)
      intangible assets
      arising on acquisitions
      Share of results from           7.2           -     7.2         2.3           -      2.3
      joint ventures and
      associates (after tax)
      Group operating profit        150.2        (0.9)  149.3       147.1        (8.5)   138.6
      from continuing
      operations
                                                                                               
5.4   Financing income                5.5           -     5.5         5.4           -      5.4
5.4   Financing expense             (30.6)        3.1   (27.5)      (29.4)      (29.4)   (58.8)

5.4 Net financing expense (25.1) 3.1 (22.0) (24.0)

     (29.4)   (53.4)
      Profit before tax from        125.1         2.2   127.3       123.1       (37.9)    85.2
      continuing operations
3.2   Tax                            (6.1)          -    (6.1)      (12.9)          -    (12.9)
      Profit for the year from      119.0         2.2   121.2       110.2       (37.9)    72.3
      continuing operations
      Discontinued operations
6.4   (Loss)/profit for the          16.5      (179.6) (163.1)       13.6         0.2     13.8
      year from discontinued
      operations
      (Loss)/profit for the         135.5      (177.4)  (41.9)      123.8       (37.7)    86.1
      year
      Attributable to:
      Owners of the parent                              (52.4)                            75.7
      entity
      Non-controlling                                    10.5                             10.4
      interests
                                                        (41.9)                            86.1
      Earnings per share
      (pence)
3.3   Continuing operations -                           45.3p                            25.4p
      basic
3.3   Continuing operations -                           44.5p                            25.0p
      diluted
3.3   Profit for the year -                           (21.4)p                            31.1p
      basic
3.3   Profit for the year -                           (21.4)p                            30.6p
      diluted
                                                            £m                               £m
      Group operating profit                            149.3                            138.6
      from continuing
      operations
3.1   Exceptional operating                               0.9                              8.5
      items
      Amortisation of                                    25.7                             26.4
      intangible assets
      arising on acquisitions
      Share of tax on profit                              1.1                              0.7
      in joint ventures and
      associates
6.4   Adjusted operating                                 26.7                             27.7
      profit from discontinued
      operations
      Adjusted Group operating                          203.7                            201.9
      profit1
                                                            £m                               £m
      Dividends
5.5   Interim dividend of 6.7p                           16.4                             15.3
      (6.3p)
5.5   Proposed final dividend                            48.9                             48.7
      of 20.0p (20.0p)
1 Adjusted Group operating profit represents Group operating profit excluding
amortisation of intangible assets arising on acquisitions, exceptional items
and share of tax on profit in joint ventures and associates.

                Consolidated statement of comprehensive income
                      for the year ended 31 December 2012
Notes                                                            2012      2011
                                                                   £m        £m
      (Loss)/profit for the year                               (41.9)     

86.1

      Other comprehensive income/(loss)
                                                                               
5.5   Currency translation differences on foreign               15.6      
1.3
      operations - Group
5.5   Net investment hedge                                     (28.2)     (0.7)
                                                                               

Actuarial losses recognised in the pension schemes (28.6) (27.3)

      Irrecoverable element of pension surplus                   3.6      

(1.0)

      Share of other comprehensive income of joint ventures
      and associates:
      Currency translation differences on foreign               (0.2)      0.1
      operations
      Share of actuarial losses of associates                   (0.4)     (0.4)
                                                                (0.6)     (0.3)
3.2   Income tax relating to components of other                   -         -
      comprehensive income
                                                                               

Other comprehensive loss for the year net of tax (38.2) (28.0)

      Total comprehensive (loss)/income for the year net of    (80.1)     58.1
      tax
      Attributable to:
      Owners of the parent entity                              (88.4)    

47.3

      Non-controlling interests                                  8.3      10.8
                                                               (80.1)     58.1

                 Consolidated statement of financial position
                              at 31 December 2012
Notes                                                              31        31
                                                             December  December
                                                                 2012      2011
                                                                   £m        £m
      Assets
      Non-current assets
4.1   Goodwill                                                 790.6   1,088.0
      Intangible assets                                        112.0     162.8
      Property, plant and equipment                             28.4      

40.8

      Investments in joint ventures and associates              23.1      

18.3

      Derivative financial instruments                          26.5      

23.3

      Retirement benefit surplus                                 4.2      10.9
3.2   Deferred tax asset                                         3.0         -
                                                               987.8   1,344.1
      Current assets
      Inventories                                                0.3       6.3
      Trade and other receivables                              200.9     

227.8

      Cash and cash equivalents                                 78.5     

106.7

6.4   Assets of disposal group classified as held for sale     207.4         -
                                                               487.1     340.8
      Total assets                                           1,474.9   1,684.9
      Liabilities
      Current liabilities
3.2   Current tax liabilities                                   52.7      

65.9

      Trade and other payables                                 333.1     407.8
      Provisions                                                10.5      15.0
5.3   Borrowings                                                 0.2      53.0
      Derivative financial instruments                           3.4       

0.2

6.4 Liabilities associated with assets of disposal group 69.2

-

      classified as held for sale
                                                               469.1     541.9
      Non-current liabilities
3.2   Deferred tax liabilities                                  27.6      

44.9

      Trade and other payables                                   6.0      13.7
      Provisions                                                11.4      14.3
5.3   Borrowings                                               661.1     580.1
      Derivative financial instruments                          15.9      

35.6

      Retirement benefit obligation                             54.4      42.4
                                                               776.4     731.0
      Total liabilities                                      1,245.5   1,272.9
      Equity attributable to owners of the parent entity
5.5   Share capital                                             24.5      24.5
      Share premium                                              6.6       4.1
5.5   Other reserves                                          (608.3)   (605.1)
      Retained earnings                                        792.4     973.9
      Put options over non-controlling interests               (13.0)    

(12.4)

      Total equity attributable to owners of the parent        202.2     385.0
      entity
      Non-controlling interests                                 27.2     
27.0
      Total equity                                             229.4     412.0
                                                                               
      Total equity and liabilities                           1,474.9  

1,684.9

These financial statements were approved by the Board of Directors and were signed on its behalf on 1 March 2013 by:

Robert A. Gray   Director

                  Consolidated statement of changes in equity
                      for the year ended 31 December 2012
Notes                                                               Total equity
                                                        Put options attributable
                                                          over non-    to owners        Non-
                        Share   Share    Other Retained controlling    of

parent controlling Total

                      capital premium reserves earnings   interests       entity   Interests equity
                           £m      £m       £m       £m          £m           £m          £m     £m
      At 1 January      24.5     4.1   (605.1)   973.9       (12.4)        385.0       27.0  412.0
      2012
      (Loss)/profit        -       -        -    (52.4)          -        (52.4)       10.5  (41.9)
      for the year
      Other                -       -    (10.6)   (25.4)          -        (36.0)       (2.2) (38.2)
      comprehensive
      loss
      Total                -       -    (10.6)   (77.8)          -        (88.4)        8.3  (80.1)
      comprehensive
      (loss)/income
      for the year
5.5   Equity               -       -        -    (65.3)          -        (65.3)          -  (65.3)
      dividends
      Non-controlling      -       -        -        -           -            -        (9.5)  (9.5)
      interest
      dividends
6.1   Non-controlling      -       -        -        -        (0.6)        (0.6)         5.0   4.4
      interest
      arising on
      business
      combinations
6.2   Acquisition of       -       -        -    (28.4)          -        (28.4)       (3.6) (32.0)
      non-controlling
      interests
      Issued in            -     2.5        -        -           -          2.5           -    2.5
      respect of
      share option
      schemes and
      other
      entitlements
      Share-based          -       -        -      5.5           -          5.5           -    5.5
      payments
5.5   Shares awarded       -       -     15.5    (15.5)          -            -           -      -
      by ESOP
5.5   Own shares           -       -     (8.1)       -           -         (8.1)          -   (8.1)
      purchased by
      the Company
      At 31 December    24.5     6.6   (608.3)   792.4       (13.0)       202.2         27.2 229.4
      2012
      At 1 January      24.4     3.1   (608.7)   986.7        (8.5)       397.0        22.2  419.2
      2011
      Profit for the       -       -        -     75.7           -         75.7        10.4   86.1
      year
      Other                -       -      0.3    (28.7)          -        (28.4)        0.4  (28.0)
      comprehensive
      income/(loss)
      Total                -       -      0.3     47.0           -         47.3        10.8   58.1
      comprehensive
      income for the
      year
5.5   Equity               -       -        -    (61.5)          -        (61.5)          -  (61.5)
      dividends
      Non-controlling      -       -        -        -           -            -       (10.6) (10.6)
      interest
      dividends
      Non-controlling      -       -        -        -        (3.9)        (3.9)        4.7    0.8
      interest
      arising on
      business
      combinations
      Acquisition of       -       -        -        -           -            -        (0.1)  (0.1)
      non-controlling
      interests
      Issued in          0.1     1.0        -        -           -          1.1           -    1.1
      respect of
      share option
      schemes and
      other
      entitlements
      Share-based          -       -        -      5.0           -          5.0           -    5.0
      payments
5.5   Shares awarded       -       -      3.3     (3.3)          -            -           -      -
      by ESOP
      At 31 December    24.5     4.1   (605.1)   973.9       (12.4)        385.0       27.0  412.0
      2011

                     Consolidated statement of cash flows
                      for the year ended 31 December 2012
Notes                                                            2012      2011
                                                                  £m        £m
      Cash flows from operating activities
      Reconciliation of (loss)/profit to operating cash
      flows
      Profit for the year from continuing operations           121.2     

72.3

6.4   (Loss)/profit for the year from discontinued            (163.1)     13.8
      operations
      (Loss)/profit for the year                               (41.9)     86.1
      Add back:
      Exceptional items and charges to provisions              180.3     

39.6

      (excluding fair value adjustments below)
6.1   Fair value adjustments of contingent consideration        (2.9)     (1.9)
3.2   Tax                                                        6.3      15.9
      Amortisation of intangible assets                         35.7      

37.5

      Amortisation of website development costs                  3.9       2.4
      Depreciation                                              12.6      14.4
      Share of results from joint ventures and associates       (7.9)     (2.9)
      (after tax)
5.4   Financing income                                          (5.5)     (5.4)
5.4   Financing expense                                         30.6      29.4
      Other non-cash items                                       6.1       5.8
                                                               217.3     220.9
      Payments against provisions                              (11.9)    

(14.2)

      Pension deficit contributions                             (3.2)     (3.1)
      Decrease in inventories                                    0.2       1.0
      Increase in trade and other receivables                   (8.5)   

(23.8)

      (Decrease)/increase in trade and other payables           (4.1)     

22.9

      Cash generated from operations                           189.8     

203.7

      Interest and finance income received                       1.0       1.0
      Interest and finance costs paid                          (31.2)    (28.8)
3.2   Tax paid                                                 (29.7)    (29.9)
      Dividends received from joint ventures and associates      1.1       1.3
      Net cash flows from operating activities                 131.0    

147.3

Net cash flows from operating activities - continuing 116.0 130.7

      Net cash flows from operating activities -                15.0      16.6
      discontinued
      Cash flows from investing activities
6.1   Acquisition of interests in subsidiaries, net of cash    (57.6)    (62.4)
      acquired
      Purchase of property, plant and equipment                (11.6)   

(14.8)

      Expenditure on intangible assets                         (16.5)     

(5.2)

6.3   Proceeds from sale of businesses, net of cash             10.1      12.1
      disposed
      Advances to joint ventures and associates                 (0.4)        -
      Advances to non-controlling interest partners             (2.9)        -
      Net cash flows from investing activities                 (78.9)   

(70.3)

Net cash flows from investing activities - continuing (73.7) (65.7)

      Net cash flows from investing activities -                (5.2)     (4.6)
      discontinued
      Cash flows from financing activities
      Proceeds from issuance of ordinary share capital           2.5       1.1
6.2   Acquisition of non-controlling interests                 (30.7)    

(0.1)

      Dividends paid to shareholders                           (65.3)    

(61.5)

      Dividends paid to non-controlling interests               (9.5)    

(10.6)

      Investment in own shares - ESOP                           (8.1)        -
      Increase in borrowings                                    94.9      68.5
      Repayment of €53.1m floating rate reset loans            (52.7)        -
      Repayment of £75m floating rate reset bonds                  -    

(94.1)

      Net cash flows from financing activities                 (68.9)    

(96.7)

Net cash flows from financing activities - continuing (55.1) (81.1)

      Net cash flows from financing activities -               (13.8)    (15.6)
      discontinued
      Net decrease in cash and cash equivalents                (16.8)   

(19.7)

      Net foreign exchange difference                           (3.1)      0.5
      Cash and cash equivalents at 1 January                   106.6    

125.8

      Cash and cash equivalents at 31 December                  86.7     

106.6

5.2   Cash and cash equivalents                                 78.5     

106.7

5.3 Bank overdrafts (reported within current borrowings) (0.2) (0.1)

6.4   Cash and cash equivalents classified as held for sale      8.4         -
      Cash and cash equivalents at 31 December                  86.7    
106.6

                Notes to the consolidated financial statements
                              at 31 December 2012
1. Basis of preparation
UBM plc is a public limited company incorporated in Jersey under the Companies
(Jersey) Law 1991. The registered office is Ogier House, The Esplanade, St.
Helier, JE4 9WG, Jersey. UBM plc was tax resident in the Republic of Ireland
until 30 November 2012 when it returned to the United Kingdom. The principal
activities of the Group are described in Note 2.

The preliminary announcement was approved by the Board of Directors on 1 March 2013.

The figures and financial information for the year ended 31 December 2012 do
not constitute the statutory financial statements for that year. Those
financial statements have not yet been delivered to the Jersey Registrar of
Companies, but include the auditor's report which was unqualified. The figures
and financial information for the year ended 31 December 2011 included in the
preliminary announcement do not constitute the statutory financial statements
for that year. Those financial statements have been delivered to the Registrar
and included the auditor's report which was unqualified.

The financial statements are prepared in accordance with International Financial Reporting Standards (`IFRS') as issued by the International Accounting Standards Board (`IASB'). The consolidated financial statements comply with the Companies (Jersey) Law 1991 and are prepared under the historical cost basis except for derivative financial instruments and hedged items which are measured at fair value.

The accounting policies are the same as those used for the previous financial
year. The Group has adopted the following amendments to IFRSs which have had no
impact on the Group's accounting policies, financial position, performance or
presentation of the financial statements:
  * IFRS 7 `Financial Instruments: Disclosures' (amended) - transfer of
    financial assets
  * IAS 12 `Income Taxes' (amended)
   

The consolidated financial statements are presented in pounds sterling, which is the functional currency of the parent company, UBM plc. All amounts are rounded to the nearest £0.1m unless otherwise indicated.

Discontinued operations
Following a strategic review initiated in July 2012, the Group has classified a
disposal group (`Delta') as held for sale at 31 December 2012. Delta represents
the bulk of the Group's Data Services segment but also includes operations
within the Events, Marketing Services - Online and Marketing Services - Print
segments. Delta operates in the Health, Technology & IP, Trade & Transport, and
Paper industries. On 5 February 2013, the Group received a binding offer from
Electra Partners LLP to purchase Delta for consideration of £160.0m including a
£40.0m vendor loan note. The offer is subject to consultation with the relevant
works council in France (which was completed on 25 February 2013) and certain
regulatory and other approvals. The transaction is also subject to working
capital adjustments. We expect the disposal to complete between March and July
2013. The effective date of the disposal will be 1 January 2013 and Electra
Partners LLP will receive the returns of the Delta businesses from that date.
The comparative information in the income statement and associated notes has
been restated for the impact of the Delta discontinued operations. In line with
the requirements of IFRS 5 `Non-current assets held for sale and discontinued
operations', the statement of financial position has not been restated.

Going concern

After making enquiries, the directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. The consolidated financial statements are therefore prepared on the going concern basis.

2. Segment information
Operating segments
The Group considers that operating segments presented on a products and
services basis are the most appropriate way to demonstrate the performance of
the Group. This is consistent with the internal reporting provided to the Group
Chief Executive Officer and the Group Chief Financial Officer, together the
chief operating decision maker (`CODM'). The five reportable operating segments
are:

* Events which provide face to face interaction in the form of exhibitions,

    trade shows, conferences and other live events;
  * PR Newswire which provides communications products and services to
    professionals working in marketing, public relations, corporate
    communications or investor relations roles - distributing messages,
    identifying target audiences and monitoring the impact;
   

* Marketing Services - Online which provide website sponsorships and banner

    advertising as well as online directory products;
  * Marketing Services - Print which publishes magazines and trade press to
    specialist markets; and
  * Data Services which comprise a range of services including data-based
    workflow products, intellectual property consultancy and analytical
    services and sales lead generation programmes.
   

No operating segments have been aggregated to form the above reportable segments.

As discussed in Note 1, the Delta businesses have been reported as discontinued
operations as at 31 December 2012. Products that were previously classified as
Data Services that are not part of Delta have been reclassified to Marketing
Services - Online and Events given their nature.

Segment measures

The CODM assesses the performance of the operating segments and the allocation
of resources using revenue and adjusted operating profit. Adjusted operating
profit is IFRS operating profit excluding amortisation of intangible assets
arising on acquisitions, exceptional items and share of tax on results of joint
ventures and associates.

Finance income/expense and tax are not allocated to operating segments and are reported to the CODM only in aggregate.

Segment assets and liabilities are not reported to the CODM.

Transactions between segments are measured on the basis of prices that would apply to third-party transactions.

Year ended 31 December 2012
                                     Marketing Marketing                            Dis-
                                  PR  Services  Services Corporate Continuing  continued
                     Events Newswire  - Online   - Print     costs      total operations   Total
                         £m       £m        £m        £m        £m         £m         £m      £m
Revenue
Total segment        438.2    197.3     112.5      51.3         -      799.3      179.3   978.6
revenue
Intersegment revenue  (0.6)    (0.9)        -         -         -       (1.5)         -    (1.5)
External revenue     437.6    196.4     112.5      51.3         -      797.8      179.3   977.1
Result
Depreciation          (3.9)    (7.1)     (1.0)     (0.4)     (0.3)     (12.7)      (3.8)  (16.5)
(including
amortisation of
website development
costs)
Share of pre-tax       1.3      0.7         -       0.2       2.3        4.5        0.7     5.2
results from joint
ventures and
associates
Segment adjusted     142.4     43.5       3.5       3.3     (15.7)     177.0       26.7   203.7
operating profit
Amortisation of intangible assets                                      (25.7)     (10.0)  (35.7)
arising on acquisitions
Exceptional                                                              0.1        1.8     1.9
operating items
Impairment                                                              (1.0)         -    (1.0)
Loss on assets held                                                        -     (181.4) (181.4)
for sale
Share of tax on profit in joint                                         (1.1)         -    (1.1)
ventures and associates
Group operating                                                        149.3     (162.9)  (13.6)
profit/(loss)
Financing income                                                         5.5          -     5.5
Financing expense                                                      (30.6)         -   (30.6)
Exceptional items relating to net                                        3.1          -     3.1
financing expense
Profit/(loss) before tax                                               127.3     (162.9)  (35.6)
Tax                                                                     (6.1)      (0.2)   (6.3)
Profit/(loss) for                                                      121.2     (163.1)  (41.9)
the year
Total corporate costs for 2012 are net of internal cost recoveries and sundry
income of £3.7m (2011: £3.8m) and share of pre-tax results from JVs and
associates of £2.3m (2011: £1.2m). The internal cost recoveries from the
Group's operating businesses and sundry income are not attributable to any of
the Group's reported segments. During 2012 the Group acquired the remaining 50%
share of Canada Newswire from its associate, PA Group Limited. The Group has
recognised a one-off share of joint venture and associates result in respect of
PA Group's gain on disposal of Canada Newswire totalling £3.8m.

Year ended 31 December 2011 (restated)

                                      Marketing Marketing                   

Dis-

                                   PR  Services  Services Corporate 

Continuing continued

                      Events Newswire  - Online   - Print     costs      total operations  Total
                          £m       £m        £m        £m        £m         £m         £m     £m
Revenue
Total segment revenue 392.4    188.3     116.7      85.9         -      783.3      190.0  973.3
Intersegment revenue   (0.5)    (0.5)        -         -         -       (1.0)         -   (1.0)
External revenue      391.9    187.8     116.7      85.9         -      782.3      190.0  972.3
Result
Depreciation           (3.9)    (5.6)     (1.1)     (0.9)     (0.3)     (11.8)      (5.0) (16.8)
(including
amortisation of
website development
costs)
Share of pre-tax        1.2      0.9         -      (0.3)       1.2       3.0        0.6    3.6
results from joint
ventures and
associates
Segment adjusted      133.3     41.0       6.0       8.2     (14.3)     174.2       27.7  201.9
operating profit
Amortisation of intangible assets                                       (26.4)     (11.1) (37.5)
arising on acquisitions
Exceptional operating                                                    (4.8)       0.2   (4.6)
items
Impairment                                                               (3.7)         -   (3.7)
Share of tax on profit in joint                                          (0.7)         -   (0.7)
ventures and associates
Group operating                                                         138.6       16.8  155.4
profit
Financing income                                                          5.4          -    5.4
Financing expense                                                       (29.4)         -  (29.4)
Exceptional items relating to net                                       (29.4)         -  (29.4)
financing expense
Profit before tax                                                        85.2       16.8  102.0
Tax                                                                     (12.9)      (3.0) (15.9)
Profit before tax                                                        72.3       13.8   86.1

Geographic information
Revenue is allocated to countries based on the location where the products and
services are provided. Non-current assets are allocated to countries based on
the location of the businesses to which the assets relate.

Continuing revenue                                                     Restated
                                                                 Year      year
                                                                ended     ended
                                                                   31        31
                                                             December  December
                                                                 2012      2011
                                                                   £m        £m
United Kingdom                                                 101.6     107.8
Foreign countries
United States and Canada                                       405.0     391.9
Europe                                                          66.7      92.7
China                                                          144.5     135.6
Emerging markets1                                               60.2      37.8
Rest of the world                                               19.8      16.5
                                                               696.2     674.5
External revenue                                               797.8     782.3
1 Emerging markets comprise the non-G10 countries - most notably for the Group:
Brazil, India, Thailand, Singapore, Indonesia, Malaysia, Philippines, Mexico
and UAE.

There are no revenues derived from a single external customer which are
significant.
Non-current assets                                               2012      2011
                                                                   £m        £m
United Kingdom                                                 270.1     286.8
Foreign countries
United States and Canada                                       529.6     672.8
Europe                                                          17.2     220.8
China                                                           31.4      31.7
Emerging markets1                                               99.8      90.9
Rest of the world                                                6.0       6.9
                                                               684.0   1,023.1
Total non-current assets                                       954.1   1,309.9

Non-current assets consist of goodwill, intangible assets, property, plant and equipment, investments in joint ventures and associates and other investments.

Discontinued operations and reclassification of retained Data Services products

The tables below show the discontinuation of revenue and adjusted operating profit associated with the Delta disposal and the reclassification of Data Services products retained by the Group.

Year ended 31 December 2012

                                   Discontinued                           Total
Revenue                   Total      operations    Reclassified      continuing
                             £m              £m              £m              £m
Events                   449.9           (13.3)            1.0           437.6
PR Newswire              196.4               -               -           196.4
Data Services            162.2          (138.2)          (24.0)              -
Marketing                 92.0            (2.5)           23.0           112.5
Services -
Online
Marketing                 76.6           (25.3)              -            51.3
Services - Print
Total                    977.1          (179.3)              -           797.8

                                   Discontinued                           Total
Adjusted                  Total      operations    Reclassified      continuing
operating profit             £m              £m              £m              £m
Events                   145.4            (2.5)           (0.5)          142.4
PR Newswire               43.5               -               -            43.5
Data Services             22.7           (21.8)           (0.9)              -
Marketing                  2.1               -              1.4            3.5
Services -
Online
Marketing                  5.7            (2.4)              -             3.3
Services - Print
Corporate costs          (15.7)              -               -           (15.7)
Total                    203.7           (26.7)              -           177.0

Year ended 31 December 2011
                                   Discontinued                           Total
Revenue                   Total      operations    Reclassified      continuing
                             £m              £m              £m              £m
Events                   402.5           (13.3)            2.7           391.9
PR Newswire              187.8               -               -           187.8
Data Services            177.5          (147.6)          (29.9)              -
Marketing                 92.4            (2.9)           27.2           116.7
Services -
Online
Marketing                112.1           (26.2)              -            85.9
Services - Print
Total                    972.3          (190.0)              -           782.3

                                   Discontinued                           Total
Adjusted                  Total      operations    Reclassified      continuing
operating profit             £m              £m              £m              £m
Events                   135.8            (1.7)           (0.8)          133.3
PR Newswire               41.0               -               -            41.0
Data Services             29.2           (28.7)           (0.5)              -
Marketing                  4.1             0.6             1.3             6.0
Services -
Online
Marketing                  6.1             2.1               -             8.2
Services - Print
Corporate costs          (14.3)              -               -           (14.3)
Total                    201.9           (27.7)              -           174.2

3. Operating profit and tax

3.1 Exceptional operating items

Certain items are recognised as exceptional items since, due to their nature or
infrequency, such presentation is relevant to an understanding of the Group's
financial statements. These items are not part of the Group's normal ongoing
operations.
                                                                       Restated
                                                                 2012      2011
                                                                   £m        £m
                                                                               
(Charged)/credited to continuing operating profit                          
Integration costs                                                  -      (3.6)
Acquisition costs on business combinations                      (1.0)     

(2.9)

Changes in estimates of contingent consideration on prior        1.1       1.7
year acquisitions
Exceptional items relating to acquisitions                       0.1      (4.8)
Impairment of goodwill                                          (1.0)        -
Impairment of joint ventures and associates                        -      

(3.1)

Impairment of other investments                                    -      (0.6)
Impairment charge                                               (1.0)     (3.7)
Total charged to continuing operating profit                    (0.9)     

(8.5)

Year ended 31 December 2011

In 2011, the Group made significant progress in the integration of UBM Canon
(formerly Canon Communications LLC), acquired in October 2010. The exceptional
charge of £3.6m includes £2.0m in redundancy costs and £1.6m of business
reorganisation costs.

3.2 Tax
Income statement
                                                                       Restated
                                                                 2012      2011
                                                                   £m        £m
Continuing
Current tax expense                                            (15.6)    (19.2)
Deferred tax credit                                              9.5       6.3
Income tax expense                                              (6.1)    (12.9)

Reconciliation of total tax expense to the accounting profit:

                                                                       Restated
                                                                 2012      2011
                                                                   £m        £m
Profit before tax from continuing operations                   127.3      

85.2

(Loss)/profit before tax from discontinued operations         (162.9)     16.8
(Loss)/profit before tax                                       (35.6)    102.0

                                                                               

(Loss)/profit before tax multiplied by rate of corporation (8.7) 12.8 tax in the UK of 24.5% (2011: Republic of Ireland 12.5%)

Effect of:
Expenses not deductible for tax purposes                        54.1      

14.8

Origination and reversal of temporary differences not          (18.9)    (17.7)
recognised
Different tax rates on overseas earnings                        11.8      

25.8

Share of results from associates and joint ventures (after      (2.1)     (0.9)
tax)
Tax effect of items not recognised in consolidated financial   (24.8)    (17.7)
statements
Non-taxable income                                              (5.1)     (1.2)
Tax expense in the consolidated income statement                 6.3      

15.9

Tax expense reported in the consolidated income statement 6.1 12.9

Tax attributable to discontinued operations                      0.2      
3.0
                                                                 6.3      15.9

The Group has assessed the impact of changes in tax rates in various jurisdictions in which it operates and has determined that the changes do not have a significant impact on the current or future tax charges.

Other comprehensive income

No current or deferred tax relates to items reported in other comprehensive income (2011: nil).

Statement of financial position: current tax

                                                                 2012      2011
                                                                   £m        £m
Current tax liability at 1 January                              65.9      

69.6

Acquisition of subsidiaries (Note 6.1)                             -      
1.1
Current tax expense                                             19.1      25.6
Tax paid                                                       (29.7)    (29.9)
Classified as held for sale                                     (2.0)        -
Foreign exchange and other movements                            (0.6)     

(0.5)

Current tax liability at 31 December                            52.7      

65.9

The Group does not expect the cash outflow in respect of this current tax liability in 2013 to exceed £10.0m.

Statement of financial position: deferred tax

Deferred tax liabilities/(assets)          Consolidated                    
                                           statement of     Consolidated income
                                        financial position       statement
                                             2012      2011      2012      2011
                                               £m        £m        £m        £m
Intangibles                                 54.8      67.0      (2.9)     (6.3)
                                                                               
Accelerated capital allowances               2.7       2.6       0.1       
 -
Tax losses                                 (25.4)    (18.4)     (7.0)        -
                                                                               
Other temporary differences                 (7.5)     (6.3)      0.3       
 -
                                            24.6      44.9      (9.5)     (6.3)

The movement in deferred tax balance during the year is:

                                                                 2012      2011
                                                                   £m        £m
Net deferred tax liability at 1 January                         44.9      

49.7

Acquisition of subsidiaries (Note 6.1)                           3.2      

7.0

Disposal of subsidiaries (Note 6.3)                                -      

(2.2)

Amounts credited to net profit                                 (12.8)     

(9.7)

Classified as held for sale (Note 6.4)                          (8.7)      
 -
Currency translation                                            (2.0)      0.1
Net deferred tax liability at 31 December                       24.6      

44.9

Analysed in the statement of financial position, after                     

offset of balances within countries, as:

Deferred tax assets                                             (3.0)        -
Deferred tax liabilities                                        27.6      44.9
                                                                24.6      44.9

The deferred tax asset of £3.0m (2011: nil) relates to tax losses and other temporary differences. These have been recognised as the Group expects to generate taxable profits against which these will be used.

The Group has unrecognised deferred tax assets of £50.3m relating to deductible
temporary differences and £140.2m (of which £93.6m will expire between 2019 and
2032) relating to unused tax losses (2011: £55.6m and £148.1m (of which £102.7m
will expire between 2019 and 2031) respectively). No deferred tax asset has
been recognised in respect of these amounts due to the unpredictability of
future taxable profit streams. The Group also has unrecognised deferred tax
assets of £56.4m (2011: £51.6m) relating to unused capital losses which can
only be utilised against future capital gains.
At 31 December 2012, there was no deferred tax liability recognised for taxes
that would be payable on the unremitted earnings of the Group's subsidiaries as
the Group has determined that profits of subsidiaries will not be distributed
in the foreseeable future.
The temporary differences associated with investments in subsidiaries for which
a deferred tax liability has not been recognised amount in aggregate to £4.2bn
(2011: £6.0bn).

3.3 Earnings per share

Basic earnings per share is calculated by dividing net profit for the year attributable to owners of the parent entity by the weighted average number of ordinary shares outstanding during the year.

Adjusted basic earnings per share excludes amortisation of intangible assets arising on acquisitions, deferred tax on amortisation of intangible assets, exceptional items and net financing expense adjustments (detailed in Note 5.4).

Diluted earnings per share takes into account the effects of dilutive options:
those share options granted to employees where the exercise price is less than
the average market price of the Company's ordinary shares during the year. The
impact of dilutive securities in 2012 would be to increase weighted average
shares by 4.6 million shares (2011: 4.3 million shares).

The weighted average number of shares excludes ordinary shares held by the Employee Share Ownership Plan (the `ESOP').


Continuing operations                 Weighted                   Weighted
                                       average                    average
                                           no. Earnings               no. Earnings
                                            of      per                of      per
                             Earnings   shares    share Earnings   shares    share
                                 2012     2012     2012     2011     2011     2011
                                   £m  million    pence       £m  million    pence
Adjusted Group operating       177.0                      174.2
profit
Net interest expense           (27.9)                     (27.6)
Pension schemes net finance      2.7                        3.1
income
Adjusted profit before tax     151.8                      149.7
Tax                            (17.4)                     (19.9)
Non-controlling interests      (10.5)                     (10.4)
Adjusted earnings per share    123.9    244.4     50.7    119.4    243.5     49.0
Adjustments
Amortisation of intangible     (25.7)            (10.5)   (26.4)            (10.8)
assets arising on
acquisitions
Deferred tax on amortisation    10.2               4.2      6.3               2.6
of intangible assets
Exceptional items                2.2               0.9    (37.9)            (15.6)
Net financing income - other     0.1                 -      0.5               0.2
Basic earnings per share       110.7    244.4     45.3     61.9    243.5     25.4
Dilution
Options                            -      4.6     (0.8)       -      4.3     (0.4)
Diluted earnings per share     110.7    249.0     44.5     61.9    247.8     25.0
Adjusted earnings per share    123.9    244.4     50.7    119.4    243.5     49.0
(as above)
Options                            -      4.6     (0.9)       -      4.3     (0.8)
Diluted adjusted earnings      123.9    249.0     49.8    119.4    247.8     48.2
per share

Total Group                           Weighted                   Weighted
                                       average                    average
                                           no. Earnings               no. Earnings
                                            of      per                of      per
                             Earnings   shares    share Earnings   shares    share
                                 2012     2012     2012     2011     2011     2011
                                   £m  million    pence       £m  million    pence
Adjusted Group operating       203.7                      201.9            
profit
Net interest expense           (27.9)                     (27.6)
                                                                                  
Pension schemes net finance      2.7                        3.1            
income
                                                                                  
Adjusted profit before tax     178.5                      177.4            
Tax                            (20.9)                     (26.3)
                                                                                  
Non-controlling interests      (10.5)                     (10.4)           

Adjusted earnings per share 147.1 244.4 60.2 140.7 243.5

 57.8
Adjustments
                                                                                  
Amortisation of intangible     (35.7)            (14.6)   (37.5)           
(15.4)
assets arising on
acquisitions
                                                                                  
Deferred tax on amortisation    13.5               5.6      9.7            
  4.0
of intangible assets
Exceptional items             (177.4)            (72.6)   (37.7)            (15.5)
                                                                                  
Net financing income - other     0.1                 -      0.5            
  0.2
Basic earnings per share       (52.4)   244.4    (21.4)    75.7    243.5     31.1
Dilution
Options                            -      4.6        -        -      4.3     (0.5)
                                                                                  

Diluted earnings per share (52.4) 249.0 (21.4) 75.7 247.8

30.6

Adjusted earnings per share    147.1     244.4    60.2    140.7    243.5   
 57.8
(as above)
Options                            -      4.6     (1.1)       -      4.3     (1.0)
                                                                                  
Diluted adjusted earnings      147.1    249.0     59.1    140.7    247.8   
 56.8
per share

4. Statement of financial position

4.1 Goodwill

Goodwill is allocated and monitored by management at a cash generating unit
(`CGU') level, consisting of the 13 business units operating across the Group's
operating segments. Not all business units are active in all segments; there
are 29 CGUs at 31 December 2012 (2011: 31 CGUs). For reporting purposes, the
CGUs have been aggregated into the reportable segments, as shown in the tables
below. The CGUs are individually tested for impairment each year.

31 December 2012
                                        Marketing Marketing
                                         Services  Services
                                     PR         -         -      Data
                       Events  Newswire    Online     Print  Services     Total
                           £m        £m        £m        £m        £m        £m
Cost
                                                                               

At 1 January 2012 652.9 89.9 43.0 148.7 304.3 1,238.8

Acquisitions (Note      27.4      (1.0)        -         -       0.3      26.7
6.1)
Disposals (Note 6.3)    (2.1)        -         -      (8.2)        -     (10.3)
Transfers                  -         -      23.6         -     (23.6)        -
Classified as held     (16.4)        -         -     (86.8)   (273.6)   (376.8)
for sale (Note 6.4)
                                                                               

Currency translation (20.5) (3.7) (4.5) (5.0) (7.4) (41.1)

At 31 December 2012    641.3      85.2      62.1      48.7         -     837.3
Impairment
At 1 January 2012       13.6         -         -     125.8      11.4     150.8
                                                                               

Charge for the year 1.0 - - - - 1.0

Classified as held     (13.1)        -         -     (75.6)    (10.8)    (99.5)
for sale (Note 6.4)
                                                                               

Currency translation (0.5) - - (4.5) (0.6) (5.6)

At 31 December 2012      1.0         -         -      45.7         -      46.7
Carrying amount
At 1 January 2012      639.3      89.9      43.0      22.9     292.9   1,088.0
                                                                               

At 31 December 2012 640.3 85.2 62.1 3.0 - 790.6

The classification of the Delta businesses as held for sale is detailed in Note
1. Goodwill of £23.6m was transferred from the Data Services segment to the
Marketing Services - Online segment to be consistent with the product
reporting, as described in Note 2 - Segment information. Impairment testing for
these businesses was performed before the reallocation took place.
Within the Events segment, management considers the UBM TechWeb Events and UBM
Live Events CGUs to be significant. The carrying amount of goodwill attributed
to these CGUs at 31 December 2012 was £170.8m and £360.2m respectively (2011:
£171.5m and £339.0m respectively). Within the Data Services segment, management
considers the UBM Medica Data Services CGU to be significant. The carrying
amount of UBM Medica Data Services goodwill at 31 December 2012 is classified
as held for sale (2011: £192.0m). The PR Newswire CGU as reported above is also
considered to be significant.
31 December 2011
                                        Marketing Marketing
                                         Services  Services
                                     PR         -         -      Data
                       Events  Newswire    Online     Print  Services     Total
                           £m        £m        £m        £m        £m        £m
Cost
At 1 January 2011      560.5      89.5      63.7     174.6     307.4   1,195.7
Acquisitions            54.5         -         -         -         -      54.5
Disposals                  -         -         -     (11.6)        -     (11.6)
Transfer                34.7         -     (21.0)    (13.7)        -         -
Currency                 3.2       0.4       0.3      (0.6)     (3.1)      0.2
translation
At 31 December 2011    652.9      89.9      43.0     148.7     304.3   1,238.8
Impairment
At 1 January 2011       14.1         -         -     126.2      11.3     151.6
Currency                (0.5)        -         -      (0.4)      0.1      (0.8)
translation
At 31 December 2011     13.6         -         -     125.8      11.4     150.8
Carrying amount
At 1 January 2011      546.4      89.5      63.7      48.4     296.1   1,044.1
At 31 December 2011    639.3      89.9      43.0      22.9     292.9   1,088.0

Goodwill of £34.7m relating to UBM Canon was transferred from the two Marketing Services segments to the Events segment on completion of the purchase price allocation.


Impairment tests for goodwill
For the years ended 31 December 2012 and 31 December 2011, the carrying amount
of each CGU (excluding the Delta businesses in 2012) has been compared with its
estimated value in use. The UBM Electronics Events CGU has been impaired by

£1.0m.

The following key assumptions were used by management in the value in use
calculations:
                        Pre-tax Perpetuity
                       discount     growth
                           rate       rate                  Cash flow forecasts
                              %          %
Events             2012: 11.3 -  2012: 0.7   * Event revenue is expected to
                           13.9      - 2.5     continue to grow with continued
                                               expansion in emerging markets.
                   2011: 11.5 -  2011: 1.3
                           14.3      - 3.5
PR Newswire          2012: 13.1  2012: 2.3   * Continued steady growth of the
                                               core wire distribution,
                     2011: 11.7  2011: 2.0     engagement and workflow/data
                                               businesses.
                                             * Expansion into the marketing
                                               offerings.
                                             * Continued expansion in high
                                               growth markets such as China.
                                             * Continued investment in
                                               products, IT technology and in
                                               sales and marketing to drive
                                               continued growth in the changing
                                               competitive and technological
                                               environments.
Marketing Services 2012: 10.4 -  2012: 0.7   * The continued rebalancing of the
- Online                   14.1      - 2.5     product portfolio, away from
                                               print to digital.
                   2011: 11.4 -  2011: 1.3
                           12.0      - 1.7   * Investment in products and IT
                                               technology.
Marketing Services 2012: 13.0 -  2012: 1.7   * Continued rationalisation and
- Print                    19.7                optimisation of the print
                                 2011: 1.3     portfolio with further non-core
                   2011: 11.5 -      - 2.5     titles either closed or sold,
                           12.3                expected to result in
                                               stabilisation of print margins.

Forecast cash flows
For each CGU, the forecast cash flows for the first five years are based on the
most recent financial budgets and forecasts approved by management. The
forecast cash flows, budgets and forecasts are based on assumptions that
reflect past experience, long term trends, industry forecasts and growth rates
and management estimates (see above).
For each CGU, the forecast cash flows beyond the period covered by the most
recent financial budgets and forecasts approved by management are based upon
the weighted average projected real gross domestic product growth rate in 2016
of each of the territories in which the CGUs operate (2011: 2015). Growth rates
for each territory have been weighted based on contribution to 2013 budgeted
revenue (2011: contribution to 2012 budgeted revenue). The growth rates used in
the value in use calculation range from 0.7% to 2.5% (2011: 1.3% to 3.5%),
depending on the territories and industries in which each CGU operates.
Discount rate
The discount rate for each CGU is based on the risk-free rate for 20 year US
government bonds, adjusted for a risk premium to reflect the increased risk of
investing in equities, the systematic risk of the specific CGU and taking into
account the relative size of the CGU and the specific territories in which it
operates.
The increased risk of investing in equities is assessed using an equity market
risk premium which reflects the increased return required over and above a risk
free rate by an investor who is investing in the whole market. The equity
market risk premium used is based on studies by independent economists and
historical equity market risk premiums.

The risk adjustment for the systematic risk, beta, of the CGU reflects the risks specific to the CGU for which the forecast cash flows have not been adjusted. The adjustment to the rate has been determined by management using an average of the betas of comparable companies within respective sectors.

Sensitivities

Following the charge for impairment, the estimated recoverable amount of the UBM Electronics Events CGU is equal to its carrying amount of £2.5m at 31 December 2012. Consequently, any adverse change in key assumption would, in isolation cause a further impairment loss to be recognised.

Other than as disclosed below, management believes that no reasonably possible
change in any of the above key assumptions would cause the carrying amount of
any CGU to exceed its recoverable amount. The estimated recoverable amount of
UBM Connect Online is not significantly higher than its carrying amount. The
tables below show the carrying amount of the goodwill in the CGU, the amount by
which the recoverable amount of the CGU exceeds the carrying amount of the CGU
(the headroom) and the reasonably possible percentage changes needed in
isolation in each of the key assumptions that would cause the recoverable
amount of the CGU to be equal to its carrying amount. The cash flow forecasts
for 2012 and 2011 are expressed as the compound average growth rates in the
initial five year forecasts of the plans used for impairment testing.

31 December 2012
                                                               Change needed in assumption to
                                                                       reduce value in use to
                                                                              carrying amount
                                                                   Cash
                Goodwill Headroom  Applied  Applied    Applied     flow    

Pre-tax Perpetuity

                      30    above     cash  pre-tax perpetuity     five   discount     growth
               September carrying     flow discount     growth     year       rate       rate
                    2012   amount forecast     rate       rate forecast percentage percentage
                      £m       £m        %        %          %        %     points     points
UBM Connect        16.5      4.3      9.0     13.0        2.5    (13.7)       1.5       (1.8)
Online

31 December 2011
                                                                  Change needed in assumption to
                                                                          reduce value in use to
                                                                                 carrying amount
                                                                      Cash
                   Goodwill Headroom  Applied  Applied    Applied     flow  

Pre-tax Perpetuity

                         30    above     cash  pre-tax perpetuity     five   discount     growth
                  September carrying     flow discount     growth     year       rate       rate
                       2011   amount forecast     rate       rate forecast percentage percentage
                         £m       £m        %        %          %        %     points     points
UBM Medica Events      5.0      2.0      22.5     14.0        3.5   (28.0)       3.4      (3.9)
UBM Medica Data      200.0     31.5       4.9     11.8        3.2   (13.0)       1.3      (1.3)
Services
UBM Aviation Data     27.0      5.0       9.4     13.9        2.8   (15.0)       2.0      (2.1)
Services
UBM Global Trade      26.0      4.5      17.7     14.8        1.3   (16.0)       2.0      (2.6)
Data Services

5. Capital Structure and financial policy

5.1 Movements in net debt

The definition of net debt has been changed in 2012 to include derivatives that are associated with debt instruments. This facilitates a more accurate reflection of the estimated settlement at maturity and is consistent with reporting by other companies.

                                                                             31
                              1 January  Non-cash            Exchange  December
                                   2012     items Cash flow  movement      2012
                                     £m        £m        £m        £m        £m
Cash and cash equivalents        106.7         -     (16.7)     (3.1)     86.9
(including held for sale)
Bank overdrafts                   (0.1)        -      (0.1)        -      (0.2)
Net cash                         106.6         -     (16.8)     (3.1)     86.7
                                                                               
Bank loans due in less than      (52.9)        -      52.7       0.2       
 -
one year
Bank loans due in more than      (87.8)        -     (94.9)      4.4    (178.3)
one year
Bonds due in more than one      (492.3)     (0.9)        -      10.4    (482.8)
year
Borrowings                      (633.0)     (0.9)    (42.2)     15.0    (661.1)
Derivative assets associated      23.3       3.2         -         -      26.5
with borrowings
Derivative liabilities           (22.2)     15.0       1.7         -      (5.5)
associated with borrowings                                                 
Net debt                        (525.3)     17.3     (57.3)     11.9    (553.4)

                                                                             31
                              1 January  Non-cash            Exchange  December
                                   2011     items Cash flow  movement      2011
                                     £m        £m        £m        £m        £m
Cash and cash equivalents        125.9         -     (19.7)      0.5     106.7
Bank overdrafts                   (0.1)        -         -         -      (0.1)
Net cash                         125.8         -     (19.7)      0.5     106.6
Bank loans due in less than       (0.2)    (54.0)      0.2       1.1     (52.9)
one year
                                                                               
Bonds due in less than one       (75.0)    (19.1)     94.1         -       
 -
year
Bank loans due in more than      (65.8)     45.5     (68.7)      1.2     (87.8)
one year
Bonds due in more than one      (469.4)    (20.0)        -      (2.9)   (492.3)
year
Borrowings                      (610.4)    (47.6)     25.6      (0.6)   (633.0)
Derivative assets associated       6.8      16.5         -         -      23.3
with borrowings
Derivative liabilities           (26.1)      3.9         -         -     (22.2)
associated with borrowings
Net debt                        (503.9)    (27.2)      5.9      (0.1)   (525.3)

5.2 Cash and cash equivalents

                                                                 2012      2011
                                                                   £m        £m
Cash at bank and in hand                                        22.1      28.2
Short term deposits                                             64.8      78.5
                                                                               
Cash at bank and in hand held for sale                          (8.4)      
 -
                                                                78.5     106.7

Cash at bank and in hand generally earns interest at floating rates based on
daily bank deposit rates. Short term deposits are made for varying periods of
between one day and three months and earn interest at the respective short-term
deposit rates. The majority of the Group's surplus cash is deposited with major
banks with rating at least A (Standard and Poor's) or A2 (Moody's).

5.3 Borrowings
                                                                 2012      2011
                                                                   £m        £m
Current
Bank overdrafts                                                  0.2       0.1
                                                                               
€53.1m floating rate reset loans 2012                              -     
52.9
                                                                 0.2      53.0
Non-current
                                                                               
£300m variable rate multi-currency facility 2016               178.3     

87.8

£250m 6.5% sterling bonds due 2016                             263.9     

262.4

$350m 5.75% dollar bonds due 2020                              218.9     229.9
                                                               661.1     580.1

€53.1m floating rate reset loans 2012
In March 2009, UBM raised €53.1m through two floating rate reset loans.  The
loans bore interest for the first three years at six month EURIBOR plus 1.80%.
In March 2012, as provided in the terms, the Group redeemed the loans by paying
the fair value of the instruments on that date, €63.3m (£52.7m). In 2011, the
future estimated cash flows were re-assessed to include the expected cost of
settling the option, resulting in a carrying amount of £52.9m and an
exceptional interest expense of £8.5m at 31 December 2011.
£300m variable rate multi-currency facility 2016
In May 2011, the Group arranged a five year £300m variable rate multi-currency
facility to replace the cancelled £325m variable rate multi-currency facility
due 2012.  The £300m facility bears interest of LIBOR plus 1.0% whilst the UBM
plc rating is BBB-/Baa3 (UBM's current ratings).  The future interest rate is
dependent on the credit rating of UBM plc: the rate will be revised to LIBOR
plus 1.35% for a downgrade to BB+/Ba1; LIBOR plus 1.75% for downgrade to BB/Ba2
or lower; LIBOR plus 0.85% for an upgrade to BBB/Baa2; or LIBOR plus 0.75% for
an upgrade to BBB+/Baa1 or higher.  In addition when in excess of 33% of the
facility is utilised an additional fee of 0.2% on the total amount drawn is
payable, this increases to 0.4% when in excess of 66% of the facility is
utilised. The new facility will mature on 11 May 2016. Drawings under the
facility are as follows:

Currency of borrowing                        2012      2012      2011      2011
                                                m        £m         m        £m
Canadian dollar                             17.1      10.6      17.3      11.0
Euro                                        95.0      77.2      29.0      24.2
Sterling                                    83.0      83.0      40.0      40.0
Japanese yen                               1,060       7.5   1,510.0      12.6
                                                     178.3                87.8

The undrawn portion of this facility is £121.7m (2011: £212.2m).


£250m 6.5% sterling bonds due 2016
Issued at 99.384% of par, the bonds pay an annual interest coupon of 6.5% on 23
November until maturity in 2016. The effective interest rate is 6.71%. The
coupon of 6.5% would be increased by 1.25% in the event the Group's long term
credit rating were to be reduced below investment grade by either Standard and
Poor's (below BBB-) or Moody's (below Baa3). The Group entered into currency
and interest rate swaps so that approximately £150m has been swapped into
floating rate US Dollars, at a rate of US LIBOR plus 3.14%. The Group entered
into currency swaps so that approximately £100m was swapped into fixed rate US
Dollars, at a rate of 6.34%; these swaps were repaid on 3 October 2012 to
maintain an appropriate level of US dollar borrowings.
$350m 5.75% dollar bonds due 2020
The Group issued $350m fixed rate dollar bonds at 98.295% of par. The bonds pay
a 5.75% coupon on a semi annual basis on 3 May and 3 November until maturity in
2020. The effective interest rate is 6.17%. The coupon of 5.75% would be
increased in the event the Group's long term credit rating were to be reduced
below investment grade by either Standard and Poor's (below BBB-) or Moody's
(below Baa3). The increase to the coupon would be 0.25% per `ratings notch' per
agency. The Group entered into interest rate swaps so that $150m of the bonds
has been swapped into floating rate US Dollars, at a rate of US LIBOR plus
2.63%. On 3 October 2012, $50m of the interest rate swaps were dedesignated
(further details in Note 5.4).

5.4 Net financing expense
                             Before                         Before
                        exceptional Exceptional        exceptional Exceptional
                              items       items  Total       items       items  Total
                               2012        2012   2012        2011        2011   2011
                                 £m          £m     £m          £m          £m     £m
Financing expense
Borrowings and loans         (28.9)          -  (28.9)      (27.8)       (8.5) (36.3)
Other                            -           -      -        (0.9)          -   (0.9)
Total interest expense       (28.9)          -  (28.9)      (28.7)       (8.5) (37.2)
for financial
liabilities not
classified at fair
value through profit or
loss
Fair value movement on         1.0           -    1.0         7.8           -    7.8
interest rate swaps
Fair value movement on        (1.1)          -   (1.1)       (8.1)          -   (8.1)
£250m bond
Ineffectiveness on fair       (0.1)          -   (0.1)       (0.3)          -   (0.3)
value hedges
Fair value movement on         2.7           -    2.7        11.2           -   11.2
interest rate swaps
Fair value movement on        (2.9)        4.0    1.1       (11.6)          -  (11.6)
$350m bond
Ineffectiveness on fair       (0.2)        4.0    3.8        (0.4)          -   (0.4)
value hedges
Fair value movement on           -        (0.9)  (0.9)          -        (1.8)  (1.8)
put options over
non-controlling
interests
Fair value loss on               -           -      -           -       (19.1) (19.1)
redemption of £75m
floating rate reset
bonds
Foreign exchange loss         (1.2)          -   (1.2)          -           -      -
on forward contracts
Other fair value              (0.2)          -   (0.2)          -           -      -
movements
                             (30.6)        3.1  (27.5)      (29.4)      (29.4) (58.8)
Financing income
Interest income                1.0           -    1.0         1.1           -    1.1
Pension schemes net            2.7           -    2.7         3.1           -    3.1
finance income
Foreign exchange gain          1.7           -    1.7           -           -      -
Foreign exchange gain            -           -      -         1.2           -    1.2
on forward contracts
Other fair value               0.1           -    0.1           -           -      -
movements
                               5.5           -    5.5         5.4           -    5.4
Net financing expense        (25.1)        3.1  (22.0)      (24.0)      (29.4) (53.4)
The ineffectiveness on fair value hedges represents the difference between the
fair value movement of the interest rate swaps designated as hedge instruments
and the fair value movement of the hedged portions of the £250m 6.5% sterling
bonds due 2016 and the $350m 5.75% dollar bonds due 2020.

The exceptional financing expenses for 2012 and 2011 comprise:

* £4.0m gain from the cessation of fair value hedge accounting for a $50m

portion of the $350m bond. This $50m portion of the bond is subsequently

    accounted for at amortised cost;
  * £0.9m relating to the fair value movement on put options over
    non-controlling interests (2011: £1.8m);
   

* £8.5m within 2011 borrowings and loans relating to the re-assessment of the

amortised cost carrying amount of the €53.1m floating rate reset loans.

Further details are provided in Note 5.3; and

* £19.1m relating to the payment of the fair market value of the options

    associated with the redemption of the £75m floating rate reset bonds in
    September 2011.

5.5 Equity and dividends
Share capital
Authorised                                                       2012      2011
                                                                   £m        £m
1,217,124,740 (2011: 1,217,124,740) ordinary shares of 10      121.7      121.7
pence each
                                                              Ordinary  Ordinary
                                                                shares    Shares
Issued and fully paid                                           Number        £m
At 1 January 2011                                         244,553,606      24.4
                                                                                
Issued in respect of share option schemes and other           225,429      
0.1
entitlements
At 31 December 2011                                       244,779,035      24.5
                                                                                
Issued in respect of share option schemes and other           688,094      
  -
entitlements
At 31 December 2012                                       245,467,129      24.5

The ESOP Trust owns 0.48% (2011: 0.43%) of the issued share capital of the
Company in trust for the benefit of employees of the Group and their
dependents. The voting rights in relation to these shares are exercised by the
trustees.

Dividends
                                                                 2012      2011
                                                                   £m        £m
                                                                               
Declared and paid during the year
Equity dividends on ordinary shares                                        

Second interim dividend for 2011 of 20.0p (2010: 19.0p) 48.9 46.2

Interim dividend for 2012 of 6.7p (2011: 6.3p)                  16.4      15.3
                                                                65.3      61.5
                                                                               
Proposed (not recognised as a liability at 31 December)
Equity dividends on ordinary shares
Final dividend for 2012 of 20.0p (2011: 20.0p)                  48.9      

48.7


Pursuant to the Dividend Access Plan (`DAP') arrangements put in place as part
of the Scheme of Arrangement, shareholders in the Company are able to elect to
receive their dividends from a UK source (the `DAP election'). Shareholders who
held 50,000 or fewer shares (i) on the date of admission of the Company's
shares to the London Stock Exchange and (ii) in the case of shareholders who
did not own the shares at that time, on the first dividend record date after
they become shareholders in the Company, unless they elect otherwise, will be
deemed to have elected to receive their dividends under the DAP arrangements.
Shareholders who hold more than 50,000 shares and who wish to receive their
dividends from a UK source must make a DAP election. All elections remain in
force indefinitely unless revoked. Unless shareholders have made a DAP
election, or are deemed to have made a DAP election, dividends will be received
from an Irish source and will be taxed accordingly.

Following the return of the Company to the UK on 30 November 2012, the DAP will no longer be required.

There are no income tax consequences to the Group arising from the payment of dividends by the Company to its shareholders.

Other reserves
                                              Foreign
                                             currency                      Total
                                   Merger translation     ESOP    Other    other
                                  reserve     reserve  reserve  reserve reserves
                                       £m          £m       £m       £m       £m
Balance at 1 January 2011         (732.2)        7.0     (8.8)   125.3   (608.7)
Total comprehensive income for         -         0.3        -        -      0.3
the year1
Shares awarded by ESOP                 -           -      3.3        -      3.3
Balance at 31 December 2011       (732.2)        7.3     (5.5)   125.3   (605.1)
Total comprehensive income for         -       (10.6)       -        -    (10.6)
the year2
Shares awarded by ESOP                 -           -     15.5        -     15.5
                                                                                
Own shares purchased by the            -           -     (8.1)       -    
(8.1)
Company
                                                                                

Balance at 31 December 2012 (732.2) (3.3) 1.9 125.3 (608.3)

1 The amount included in the foreign currency translation reserve for 2011
represents the currency translation difference on foreign operations on Group
subsidiaries of £0.9m (excluding £0.4m relating to non-controlling interests),
on net investment hedges of £(0.7)m and on joint ventures and associates of
£0.1m.

2 The amount included in the foreign currency translation reserve for 2012 represents the currency translation difference on foreign operations on Group subsidiaries of £17.8m (excluding £(2.2)m relating to non-controlling interests), on net investment hedges of £(28.2)m and on joint ventures and associates of £(0.2)m.

Merger reserve
The merger reserve is used to record entries in relation to certain
reorganisations that took place in previous accounting periods. The majority of
the balance on the reserve relates to the capital reorganisation that took
place in 2008 which created a new holding company which is UK-listed,
incorporated in Jersey and with its tax residence in the Republic of Ireland.
The return of the Company's tax residency to the United Kingdom has had no
impact on these balances.
Foreign currency translation reserve
The foreign currency translation reserve is used to record exchange differences
arising from the translation of the financial statements of foreign
subsidiaries. It is also used to record the effect of hedging net investments
of foreign operations. Of this balance a gain of £24.9m will be recycled to the
income statement in 2013 on completion of the disposal of the Delta businesses
(as disclosed in Note 6.4).
ESOP reserve
The ESOP reserve records ordinary shares held by the ESOP to satisfy future
share awards. The shares are recorded at the cost of purchasing shares in the
open market. During the year ended 31 December 2012, 2,675,000 shares were
purchased by the ESOP (2011: nil shares).

6. Acquisitions and disposals
6.1 Acquisitions
The Group completed ten acquisitions in 2012 none of which were individually
significant (2011: eight acquisitions of which International Business Events
Limited, owner of the Ecobuild exhibition business, (`Ecobuild') was
significant). Details of acquisitions have been provided in aggregate in the
table below. Note 6.2 provides details of equity transactions which are those
acquisitions where the Group already held control prior to the transaction.

Acquisitions

The fair value of the identifiable assets and liabilities acquired in respect of acquisitions (excluding equity transactions) made in 2012 are:

                                                                             All
                                                                    acquisitions
                                                                            2012
                                                                              £m
Intangible assets                                                          14.4
Trade and other receivables                                                 3.3
Cash and cash equivalents                                                   0.2
Total assets                                                               17.9
Trade and other payables                                                   (6.0)
Deferred tax liability                                                     (3.2)
Total liabilities                                                          (9.2)
                                                                                
Identifiable net assets acquired                                           

8.7

Goodwill arising on acquisition                                           

27.7

Contingent consideration adjustments on pre 1                             
(1.0)
January 2010 acquisitions
Non-controlling interests                                                  (5.0)
                                                                           30.4
Trade and other receivables acquired have been measured at fair value which is
the gross contractual amounts receivable. All amounts recognised are expected
to be collected.

The intangible assets acquired as part of the acquisitions were:

                                                                          Total
                                                                           2012
                                                                             £m
Brands                                                                     7.4
  Order backlog                                                            0.6
  Customer relationships                                                   5.6
                                                                               
Customer contracts and relationships                                      
6.2
Databases                                                                  0.8
Total                                                                     14.4

For significant acquisitions, management is assisted by external advisors in identifying and measuring the fair values of any intangible assets acquired.

The total consideration transferred on acquisitions (excluding equity
transactions) is as follows:
                                                                             All
                                                                    acquisitions
                                                                            2012
                                                                              £m
Cash and cash equivalents                                                  24.8
                                                                                
Fair value of contingent consideration                                     
4.7
Deferred consideration                                                      1.9
                                                                                
Contingent consideration adjustments on pre 1                             
(1.0)
January 2010 acquisitions
                                                                                
Total consideration transferred                                           

30.4


Acquisition costs of £1.0m (2011: £2.9m) have been recognised as an exceptional
operating item in the income statement (Note 3.1) and are included in operating
cash flows in the statement of cash flows.

Cash flow effect of acquisitions

The aggregate cash flow effect of acquisitions was as follows:

                                                                           2012
                                                                             £m
Net cash acquired with the subsidiaries                                   

(0.2)

Cash paid to acquire subsidiaries                                         

24.8

Contingent consideration paid:                                             
2007 acquisitions                                                          0.9
2008 acquisitions                                                          3.3
2009 acquisitions                                                          1.4
2010 acquisitions                                                          9.0
2011 acquisitions                                                         14.4
2012 acquisitions                                                          2.1
Deferred consideration paid:
2010 acquisitions                                                          0.1
2011 acquisitions                                                          1.6
2012 acquisitions                                                          0.2
Net cash outflow on acquisitions                                          

57.6

The Group paid £31.1m of contingent consideration during 2012 in relation to
the 2007 acquisition of Vintage Filings LLC, the 2008 acquisitions of
Aerostrategy's aviation business, Global Games Media and Sanguine
Microelectronics, the 2009 acquisition of Virtual Press Office, the 2010
acquisitions of Game Advertising Online, SharedVue, CenTradeX Inc., PR Newswire
do Brazil, the Shanghai International Children-Baby-Maternity Products Expo,
Astound LLC, The Route Development Group and Hors Antenne, the 2011
acquisitions of Rotaforte International Trade Fairs & Media, AMB Exhibitions
Sdn Bhd and AMB Exhibitions Events Sdn Bhd, International Business Events,
Index Furniture Fairs Private Limited, Online Marketing Summit and Renewable
Energy India and the 2012 acquisitions of Shanghai UBM ShowStar Exhibition Co.
Limited. The Group also paid £1.9m of deferred consideration during 2012 in
relation to the 2011 acquisitions of Rotaforte International Trade Fairs &
Media, AMB Exhibitions Sdn Bhd and AMB Exhibitions Events Sdn Bhd, UBM
Catersource LLC, Online Marketing Summit and Renewable Energy India and the
2012 acquisition of Shanghai International Wine & Spirits Exhibition.

2012 acquisitions

Each of the acquisitions add further industry-leading exhibitions to each of
the Group's community portfolios and are in line with the Group's strategy to
enhance and expand its international presence in geographic regions of
significant growth. The goodwill of £27.7m recognised for other acquisitions
relates to certain intangible assets that cannot be individually separated.
These include items such as customer loyalty, market share, skilled workforce
and synergies expected to arise after the acquisition completion. Of the
goodwill arising, an amount of £2.3m is expected to be deductible for tax
purposes.
The Group has acquired 100% of the voting rights in all cases where
acquisitions involved the purchase of companies unless otherwise stated below.
All 2012 acquisitions where less than 100% of the voting rights of a company
were purchased have been accounted for using the full goodwill method. The
acquisition accounting for Insight Media Limited has been determined on a
provisional basis as the valuation exercise at the date of acquisition is
ongoing.
                                                          Initial and
                       2012                                  deferred       Maximum
                acquisition                             consideration    contingent
Acquisition            date           Activity  Segment            £m consideration
4G World         1 February       Telecoms and   Events          2.6             -
telecoms and                    wireless event
wireless trade
show
Insight Media   14 February       Annual event   Events          1.7             -
Limited                           focussing on
(remaining 75%)             airport commercial
owner of                        activities and
Airport Cities                   land use, the
World                           development of                                     
Exhibition and              airport cities and                             
Conference                    associated urban
(`ACE')                        planning issues
Malaysian       20 February    Export oriented   Events          9.9             -
International                  furniture trade
Furniture Fair              show held annually
                               in Kuala Lumpur
Shanghai UBM       22 March    China's leading   Events          4.0  £3.4m payable
Showstar                       dental industry                        over the next
Exhibition Co                       exhibition                          three years
Limited (70%) a
newly formed
company that
owns DenTech
China
Negocios nos       12 April    South America's   Events          6.7             -
Trilhos                        leading railway
Participacoes                         industry
Ltda (`NT                           exhibition
Expo')
Official Board        1 May     North American     Data          0.6             -
Markets and                  paid subscription     Services
Paperboard                         price index
Packaging
(`OBM')
Bench$mart            1 May Price benchmarking     Data          0.2  £0.1m payable
                                       service Services               over the next
                                                                              year
Shanghai            12 July  Twice yearly wine   Events          0.6   
£0.1m to be
International                    exhibition in                          paid within
Wine & Spirits                           China                           30 days of
Exhibition                                                                 the 2013
                                                                       spring event
I.C.C.           15 October    Operator of the   Events          2.3  £1.1m payable
Fuarcilik ve                 leading baby show                        over the next
Organizasyon                  in Turkey (EFEM)                          three years
Ticaret A.S
(70%)
                                                                                   
Eco Exhibitions 18 December       South Asia's   Events          0.6       
     -
Sdn Bhd (65%)                biggest event for
owner of                           sustainable
Greenbuild Asia                building design
                              and construction
                                                                29.2          £4.7m

Put and call options
The following put and call options were entered into as part of acquisitions in
the year. Put options are reported within derivative financial instruments. The
fair value of call options are not material to the Group.
                                                                           2012
                                  Option price  Option exercise date         £m
Eco Exhibitions Sdn Bhd 35%         5.7x EBITA  Call: From the fifth       0.6
put and call options             capped at MYR        anniversary of
                                   20m (£4.1m)     completion of the
                                                          2013 event
                                                 Put: From the third
                                                      anniversary of
                                                   completion of the
                                                          2013 event

                                                                     Put options
                                                                       over non-
                                                                     controlling
                                                                       interests
                                                                            2012
                                                                              £m
At 1 January                                                              (13.4)
Acquisitions (Note 6.1)                                                    (0.6)
Changes in estimates (income                                               (0.9)
statement)
Currency translation                                                        1.3
At 31 December                                                            (13.6)

Contingent and deferred consideration

The potential undiscounted amount for all future payments that the Group could
be required to make under the contingent consideration arrangements for 2012
acquisitions are between nil and the maximum amounts disclosed by acquisition
on the previous pages; £4.7m in aggregate (maximum remaining at 31 December
2012 for 2011 and 2010 acquisitions: £12.0m and £42.7m respectively). The
contingent consideration for each acquisition made during the year is based on
the terms set out in the relevant purchase agreements. The amounts recognised
in the consideration tables as the fair values of contingent considerations
have been determined by reference to the projected financial performance in
relation to the specific contingent consideration criteria for each
acquisition.
The movement in the contingent and deferred consideration payable during the
year was:
                                                    Contingent Deferred    Total
                                                          2012     2012     2012
                                                            £m       £m       £m
At 1 January                                             37.3      5.7     43.0
Acquisitions and equity                                   6.0      1.9      7.9
transactions
Consideration paid                                      (31.1)    (1.9)   (33.0)
Changes in estimates                                     (1.0)       -     (1.0)
(goodwill)
Changes in estimates                                     (2.9)       -     (2.9)
(income statement)
Classified as held for                                   (0.1)       -     (0.1)
sale (Note 6.4)
Currency translation                                     (0.7)    (0.1)    (0.8)
At 31 December                                            7.5      5.6     13.1
Current                                                   4.9      5.6     10.5
Non-current                                               2.6        -      2.6
At 31 December                                            7.5      5.6     13.1

Acquisition performance
From their respective dates of acquisition to 31 December 2012, the
acquisitions completed in 2012 contributed £4.1m to operating profit and £10.7m
to revenue of the Group.  If the acquisitions had taken place at the beginning
of 2012, the acquisitions would have contributed £5.1m of operating profit and
£13.0m to revenue of the Group.

6.2 Equity transactions

On 23 January 2012, the Group acquired the remaining 21% minority shareholding
of RISI Inc. for initial consideration of $0.4m (£0.2m) and a further
performance related consideration of up to $6.8m (£4.3m) payable over the next
four years. This equity purchase brings the Group's total shareholding in RISI
Inc. to 100%.
On 18 May 2012, the Group acquired an additional 25% shareholding in Shanghai
Expobuild International Exhibition Company Limited (`Expobuild') for total cash
consideration of £0.4m. This equity purchase brings the Group's total
shareholding in Expobuild to 70.5%.
On 31 October 2012, the Group acquired the remaining 50% minority shareholding
of Canada Newswire for total cash consideration of £30.1m. This equity purchase
brings the Group's total shareholding in Canada Newswire to 100%.

                                               RISI             Canada
                                                Inc Expobuild Newswire    Total
                                               2012      2012     2012     2012
                                                 £m        £m       £m       £m
Cash paid                                      0.2       0.4     30.1     30.7
Contingent consideration                       1.3         -        -      1.3
Carrying amount of non-controlling            (0.7)     (0.4)    (2.5)    (3.6)
interest at acquisition date
Recognised in equity                           0.8         -     27.6     28.4

6.3 Disposals
                                                                            Gain/
                                                             Initial and   (loss)
2012 disposals            2012                                contingent       on
                      disposal                             consideration disposal
Disposal                  date          Activity   Segment            £m       £m
Belgium medical      9 January    Market leading Marketing             -      0.4
print activities,                    provider of  Services
retaining a 50%                      media-based   - Print
equity share1                          marketing
                                    services for
                                         Belgian
                                      healthcare
                                   professionals
UK agriculture        19 March         Portfolio Marketing          10.3      1.4
and medical                     includes Farmers  Services
general                             Guardian and   - Print
practitioner                     Pulse magazines
portfolios
CME LLC               30 March    Owner of Psych    Events           0.6    (0.5)
                                       Congress,
                                      continuing
                               medical education
                                  programmes for
                                      clinicians
Thermalies             26 July   A hydrotherapy,    Events           0.7        -
                                 thalassotherapy
                                  and well-being
                                     event, held
                               annually in Paris
Musical America    15 December   An annual print Marketing           0.1      0.1
                                    directory of  Services
                                     artists and   - Print
                                     performers,
                                 supported by an
                               online version of
                                   the directory
Oil Price Daily    19 December           A daily Marketing           0.2      0.2
                                  publication of  Services
                                      prices for   - Print
                                gasoline, diesel
                                and bunker fuels
                                  at key markets
                                around the world
                                                                    11.9      1.6

1 The Group accounts for the remaining interest as a joint venture, valued at £1.3m.


The aggregate effect of the disposals on the Group's assets and liabilities
were as follows:
                                                                           2012
                                                                             £m
Goodwill                                                                 (10.3)
Property, plant and equipment                                             (0.1)
Trade and other receivables                                               (1.6)
Cash and cash equivalents                                                 (1.8)
Total assets                                                             (13.8)
Trade and other payables                                                   4.4
Total liabilities                                                          4.4
Identifiable net assets                                                   (9.4)
Costs associated with disposal                                            

(2.2)

Fair value of retained interest                                           
1.3
Gain on disposal                                                          (1.6)
Consideration received                                                    11.9
Less cash disposed and deferred consideration                             (1.8)
Net cash inflow                                                           10.1

6.4 Discontinued operations and assets held for sale

As disclosed in Note 1, the Group has classified the Delta businesses as discontinued operations at 31 December 2012.

The results of the discontinued operations which have been included in the consolidated income statement were as follows:

                                                                 2012      2011
                                                                   £m        £m
Revenue                                                        179.3     190.0
Operating expenses                                            (153.3)   (162.9)
Amortisation of intangible assets arising on acquisitions      (10.0)    (11.1)
Exceptional operating items                                      1.8       0.2
Share of results from joint ventures and associates (after       0.7       0.6
tax)
Operating profit from discontinued operations                   18.5      16.8
Financing income                                                   -         -
Financing expense                                                  -         -
Profit before tax attributable to discontinued operations       18.5      16.8
Attributable tax                                                (0.2)     (3.0)
Profit after tax from discontinued operations                   18.3      13.8
Loss on assets held for sale                                  (181.4)        -
Attributable tax                                                   -         -
                                                                               

(Loss)/profit for the year from discontinued operations (163.1) 13.8

Earnings per share for discontinued operations                             
Basic                                                        (66.7)p      5.7p
Diluted                                                      (66.7)p      5.6p

Reconciliation of adjusted operating profit from discontinued operations

                                                                 2012      2011
                                                                   £m        £m
Operating profit from discontinued operations                   18.5      

16.8

Amortisation of intangible assets arising on acquisitions       10.0      11.1
Exceptional items                                               (1.8)     (0.2)
                                                                               

Adjusted operating profit from discontinued operations 26.7 27.7

Net cash flows attributable to discontinued operations

                                                                 2012      2011
                                                                   £m        £m
Net cash from operating activities                              15.0      

16.6

Net cash from investing activities                              (5.2)     

(4.6)

Net cash from financing activities                             (13.8)    

(15.6)

Net cash flows attributable to discontinued operations (4.0) (3.6)

Loss on assets held for sale

                                                                           2012
                                                                             £m
Impairment charge                                                       (159.6)
Costs of sale                                                            (21.8)
Loss on assets held for sale                                            

(181.4)

Exceptional operating items                                               

1.8

Total exceptional items from discontinued operations                    

(179.6)


The classification as held for sale requires assets and liabilities to be
measured at the lower of their carrying amounts and fair value less costs to
sell. The goodwill has been reduced to reflect the sale consideration in the
binding sale agreement, resulting in an impairment charge of £159.6m.
The loss on assets held for sale also includes costs incurred in relation to
the disposal. Costs of sale include professional fees of £8.5m, disposal and
separation costs of £9.2m and £4.1m of costs incurred in preparing the business
for sale.

Assets held for sale measured at the lower of their carrying amounts and fair
value less costs to sell
                                                                 2012      2011
                                                                   £m        £m
Goodwill                                                       117.7         -
Intangible assets                                               24.8         -
                                                                               
Property, plant and equipment                                    8.0       

-

Investments in joint ventures and associates                     3.1       
 -
Inventories                                                      5.6         -
Trade and other receivables                                     39.8         -
Cash and cash equivalents                                        8.4         -
                                                                               
Assets of disposal group classified as held for sale           207.4       
 -
Trade and other payables                                       (58.5)        -
Current tax liability                                           (2.0)        -
Deferred tax liability                                          (8.7)        -
                                                                               
Liabilities associated with assets of disposal group           (69.2)        -
classified as held for sale
Net assets classified as held for sale                         138.2       

-

7. Events after the reporting period

As disclosed in Note 1, on 5 February 2013 the Group received a binding offer from Electra Partners LLP to purchase Delta for consideration of £160.0m including a £40.0m vendor loan note.

(Source: PR Newswire )
(Source: Quotemedia)

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