Top Right Group Annual Report 2012

Top Right Group LimitedAnnual Report 2012

Delivering global knowledge

Top R

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www.topright-group.com

Overview

1 Who we are 2 At a glance 4 Global presence 6 Recent achievements 8 Chairman’s statement 10 CEO’s review

Business Review

14 i2i Events Group16 i2i Exhibitions18 i2i Large Scale Events20 Lions Festivals24 4C Group32 EMAP38 Our people40 Board of Directors

Governance

42 Directors’ report48 Statement of Directors’ responsibilities

Financial Statements

49 Independent auditor’s report to Top Right Group Limited

50 Consolidated income statement51 Consolidated balance sheet52 Consolidated statement of changes

in equity53 Consolidated cash flow statement54 Notes to the consolidated financial

statements83 Parent Company balance sheet84 Notes to the Parent Company

balance sheet90 Company informationTop Right Group

powers high value businesses within the knowledge economy to enable success for their customers.



Overview

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Who we areTop Right Group is a business-to-business multiplatform media group. It provides its customers with critical analysis, opportunities and fresh ideas that allow them to improve their top and bottom line business performance. It is a profitable, growing, private-equity backed business with a strong vision for the future.

The business comprises three segments: Events (including i2i Events Group, a leading exhibitions and large scale events business and Lions Festivals which organises international festivals of creativity), 4C Group (a portfolio of world class data and information service brands including WGSN, Planet Retail, Glenigan, GroundSure, Infrastructure Journal, MEED Projects, BRAD and DeHavilland) and EMAP, (including MEED, MEED Insight and Media Business Insight) a progressive, brand-led content, subscriptions and networking business.

Top Right Group’s businesses and brands provide actionable information, analysis and vital foresight to a wide range of industries, including the retail, infrastructure, design, media, fashion, architecture, home and gift, renewables, health, education, government and creative sectors.

Operating across different geographies, sectors and platforms, the common purpose of Top Right Group brands is to enable customers to improve performance and do business more effectively. Whether through providing exclusive access to key decision makers, end users and prospects, market leading subscription content, must-attend trading events and celebratory awards ceremonies, they are trusted to provide clear insights and valuable opportunities that really make a difference for their customers.


www.topright-group.com2/

OverviewTop Right Group LimitedAnnual Report 2012

At a glanceDelivering actionable content to our customers

Top Right Group powers a portfolio of businesses: Events (including i2i Events Group and Lions Festivals), 4C Group (including WGSN, Planet Retail, Glenigan, GroundSure, Infrastructure Journal, MEED Projects, BRAD and DeHavilland) and EMAP (including MEED, MEED Insight and Media Business Insight).

What Lions does:‘Inspiring Creativity’ is at the heart of Lions Festivals. Its festivals and awards are the world’s greatest celebrations of creative communications in all its forms. They are where the global creative industries come together to meet and find the inspiration to set new creative standards every year. World-class and with global reach, inside the six Lions Festivals you’ll find innovative ideas and the creative industry’s very brightest minds at work.

The flagship event, the Cannes Lions international festival of creativity, has been recognising communications excellence since 1954. It has grown to become the world’s biggest celebration of creativity in marketing, while Eurobest, Dubai Lynx, Spikes Asia, Festival of Asian Marketing Effectiveness and the Digital Asia Festival and Awards provide opportunities to network, learn and celebrate great creative work on a regional and local level.

How Lions does it:Registered delegates attend content sessions with inspiring senior speakers and view thousands of pieces of exceptional creative work. Juries, selected from amongst the industry’s greatest names and minds, review award entries and the best of the best are rewarded and celebrated. Young creatives are developed and encouraged. And Cannes Chimera, in partnership with the Bill & Melinda Gates Foundation, aims to harness the best creative minds in the world to work together to solve a global challenge.

More about this on page 14


Lionsfestivals.comi2ieventsgroup.com

What i2i does:i2i Events Group is a global pure play events company which brings together over 250,000 customers every year to trade and network at some of the world’s leading business exhibitions and conference events. i2i’s events are hosted around the world, attracting representation from 129 countries.

Already serving the learning technology, waste management, fashion, health, energy, broadcasting and architecture markets, i2i Events Group launched two brand new events – The Jewellery Show and The Renewables Event – during the year, both on the foundation of existing large exhibitions. It also acquired the Coil Winding (CWIEME) portfolio of specialist exhibitions in Europe, the US, India and China, which significantly expanded the Company’s footprint in new territories.

How i2i does it:i2i produces more than 30 of the world’s leading trade shows and believes in content relevance and operational supremacy. It has invested in both areas of the business to deliver value to its visitors and exhibitors and attracts industry-leading, high profile speakers. i2i’s events are the barometer of the sectors they serve and billions of pounds worth of trade is transacted as a result of their events long after the doors close.

www.topright-group.com 3/

OverviewTop Right Group LimitedAnnual Report 2012

What Glenigan, GroundSure, MEED Projects, Infrastructure Journal, BRAD and DeHavilland do:Glenigan produces statistics, analysis and a monthly index report on UK planning applications and decisions. GroundSure provides highly accurate environmental risk data to the UK legal, financial and property markets. MEED Projects provide intelligence and analysis on the life-cycles of the major infrastructure, tourism, construction and oil and gas projects in the Middle East and North Africa region.

Infrastructure Journal’s news and data services support industry professionals in the development and financing of global infrastructure. BRAD provides clients with data on all advertising and marketing agencies, industry buyers and decision makers. DeHavilland is the leading provider of political intelligence, monitoring, research and consulting services in the UK and EU.

How Glenigan, GroundSure, MEED Projects, Infrastructure Journal, BRAD and DeHavilland do it:A combination of high-tech solutions, sought-after niche expertise and raw data, and deep industry knowledge delivers an expanding range of digital subscription or transactional products that meet the needs of its customers. Thousands of small enterprises as well as some of the world’s best-known brands rely on 4C services to minimise risk and make better business-critical decisions. The highly regarded, trusted nature of the information gives customers peace of mind and a real boost to their day-to-day operational effectiveness.

What WGSN and Planet Retail do:WGSN and Planet Retail each provide the retail, FMCG, apparel and fashion industries with insight, forecasting and analysis that enables them to understand the performance of their businesses today. Customers can also see what is ahead and plan smarter commercial decisions in the future.

Over the past 15 years, WGSN has built an enviable reputation for uncannily accurate trend forecasting. Deeply knowledgeable specialists work WGSN’s unique evidence-based methodology to deliver specific market, brand and product direction, up to five years ahead.

Planet Retail’s intelligence gives retailers, suppliers and investors a competitive advantage by informing their strategic decision-making and exposing opportunities for profitable international market growth. No other retail intelligence provider can match the extensive breadth of Planet Retail’s data, superior analysis or its specific expertise in retail technology, private label, grocery, e-commerce, apparel, food multi-nationals and discounting and macroeconomics.

How WGSN and Planet Retail do it:Through daily bulletins, webinars, custom research and retail analytics, global teams of analysts collate, interpret, infer and analyse information from around the world in order to produce written, interactive, image-led and data-driven reports that enable customers to make great business decisions, at just the right time.

What EMAP does:EMAP is a content, subscription and networking business. It provides a highly influential, professional subscriber base with timely and actionable content that informs and educates for their personal and professional advantage. It owns industry-leading brands that sit at the heart of the UK’s retail, health, construction, architecture, and fashion sectors.

MEED, EMAP’s international brand, is a leading subscription content service, serving 20 key countries in the Middle East and North Africa region. EMAP mixes original and curated material to deliver relevant, highly valuable subscription content, insight and analysis. Brands such as HSJ (Health Service Journal), Retail Week and MEED build deep relationships and unparalleled reach, to create real value for EMAP customers. As a result, EMAP is a successful, growth organisation.

How EMAP does it:EMAP offers its valuable, growing customer base access to its excellent subscription brand content through a range of platforms, including online, mobile, app, print, conferences, events, and awards.

A fast growing part of the business is live events. EMAP brands, utilising market insight and unrivalled access to sought-after senior industry opinion formers, host conferences and award events in selected industry sectors. In the Middle East and North Africa, EMAP organises conferences and networking summits which allow business customers, key trade organisations, financial investors and government agencies to connect across the region.

In all cases, EMAP uses proprietary customer intelligence to evolve existing content and offer innovative new products ahead of the market.



• Glenigan, GroundSure, MEED Projects, Infrastructure Journal, BRAD and DeHavilland

• WGSN and Planet Retail

WGSN.complanetretail.net

EMAP.comMEED.comMB-Insight.com

Glenigan.comGroundSure.comBRADinsight.comIJonline.comDeHavilland.comMEEDprojects.com


Overview


Global presenceServing global customer requirements

“ Expanding our operational footprint in Brazil and China to build a solid presence in the world’s fastest growing economies.” 30,000

Planet Retail users around the world

Offices

Hubs

21countries where we have offices

87countries where WGSN customers are

BrazilRegional hub

This is a key growth territory where two trading entities were established last year. i2i’s Bett Brazil in October 2013 will be a leadership summit for senior education technology practitioners. RWM (Resource Efficiency and Waste Management) – another leading i2i event, will also be staged in Brazil this year. WGSN and Planet Retail are expanding their customer base and developing additional local products for the region. With a newly opened regional office in Sao Paulo, Top Right Group is well positioned to better serve existing and new customers.

Businesses:i2i Events GroupWGSNPlanet Retail

6,000customers in Middle East and North Africa

Lara BoroCEO International

USARegional hub

New York is the commercial and customer service centre for WGSN and Planet Retail in the USA, providing insight into today’s fashion trends and product and design direction up to five years out. Housed in the offices are local content experts, sales, marketing and client services. With offices in Los Angeles and Chicago the businesses are well positioned to supply customer need. i2i hosted a Coil Winding event in Chicago in 2012.

Businesses:i2i Events Group WGSNPlanet Retail



Overview

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33%of 2012 revenues from international operations

47MENA events in 2012

China Regional hub

A wholly owned foreign entity set up in 2012 gives a local presence in this key market and will enable the development of a more effective business relationship with customers. WGSN, which produces locally a daily digest in Chinese, and Planet Retail are already active in China and looking to launch new products to serve the local market better and faster. Lions Festivals, with joint venture partner Haymarket, launched the Digital Asia Festival and Awards in Beijing last year. i2i will deliver a series of launch events in 2014 including Coil Winding and Bett. With a new regional hub in Shanghai and ambitious growth plans, China will be a major focus in 2013.

Businesses:i2i Events GroupWGSNPlanet RetailLions Festivals

Accelerating our reach:Driving sustainable top line growth

Building on existing Europe, Middle East and North Africa footprint and local office success

Global platform of network hubs established on which Group companies can grow

Acquisition of the portfolio of Coil Winding exhibitions took i2i into new market sectors and geographies. The portfolio includes the flagship annual event in Germany, and fast-growing events in Chicago and Bangalore

Driving partnerships in all key markets

Asia PacificRegional hub

Established in 2001, the offices in Hong Kong lead customer service, sales and marketing for the entire Asia Pacific region, outside r China. With separate offices in Japan, Australia and Singapore to serve more local clients, Top Right Group’s businesses are already well established across the region.

Businesses:i2i Events GroupWGSNPlanet RetailLions Festivals

Middle East and North AfricaRegional hub

For over 55 years MEED has been delivering trusted, data-rich premium business intelligence, breaking news, critical information, proprietary analytics and respected events that regional customers rely on. EMAP’s international brands MEED and MEED Insight are leading content subscription services delivering news and insight across 20 key countries. They also organise conferences and networking summits which allow business customers, key trade organisations, financial investors and government agencies to connect across the region. 4C’s MEED Projects provides intelligence and critical analysis on the life-cycles of all major projects in the region.

The annual Dubai Lynx festival of creativity showcases excellent marketing content and attracted 2,092 entries from 19 countries in 2013.

Businesses:EMAP4C GroupLions Festivals


Overview


Number one brands in sectors served.

“ Highly experienced in local markets.”

Recent achievementsNew events, brand extensions and services

- i2i Events launches Naidex South and Patient Safety Awards

- First WGSN Global Fashion Awards held in New York

- WGSN launches Home Build Life

- EMAP launches Retail Week Knowledge Bank

- EMAP launches CN Insight and Retail Jeweller Buyers Guide

- MEED launches Quality Awards for Projects

- MEED launches Iraq Energy Event and Saudi Green Building Forum

- EMAP introduces paywall on main sites

- EMAP launches Greenlight, Broadcast’s valuable commissioning database

2009

2010



Overview

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- i2i Events establishes The Jewellery Show from Spring Fair as a stand alone event

- i2i Events launches into adjacent sector of RWM with The Renewables Event

- WGSN partners with Mercedes-Benz for NY Fashion Week

- WGSN launches City Edit and WGSN 365 Apps

- Glenigan App wins Industry Award

- GroundSure achieves 50% market share in primary market

- Infrastructure Journal launches IJ Focus and IJ Alerts

- EMAP launches Etail Awards

- EMAP’s Drapers Job Board named best niche job board

- EMAP launches AJ Tablet App

- MEED launches Construction Cost Indices service

- i2i Events launches WRC Asia

- i2i Events launches BVE North

- WGSN launches Chinese subscription service

- WGSN partners with American Vogue to launch and sell access to entire Vogue archive

- EMAP launches 13 job boards and mobile sites

- EMAP launches HSJ Efficiency Awards and HSJ Local

- EMAP launches Student Nursing Times

- MEED.com knowledge bank launches

- MEED launches Insight Seminars and Oman Investment Forum

2012

2011


Overview


Chairman’s statement

Improving performanceI am delighted to report on a transformational year for Top Right Group.

The Group generated revenue of £251.7m, with organic, constant currency revenue growth of more than 7%, and exceptional growth rates in our Lions Festivals business and in GroundSure. In addition, I am particularly pleased to report that EMAP returned, after many years of declining advertising revenues, to growth, seeing a 4% uplift on a like for like basis.

Duncan Painter, Chief Executive, led a major £36m programme of transformation which he covers in more detail in his report. As a result of this, the companies that make up Top Right Group now have exceptional and empowered leadership, brand new products to sell, world-class sales and marketing systems and refreshed and invigorated brand identities and premises. The aim of the investment is to ensure that the right conditions exist for the Group’s strong businesses and brands to grow. This is an important measure of confidence in Top Right Group by its Board of Directors and one wholeheartedly supported by both Apax and Guardian Media Group as the Group’s ultimate owners.

Track record through economic cycles.

“ We see potential to transform businesses and take them to a whole new level. So publishing turns into knowledge networks. Trade events into unmissable show time. Data into insight into foresight.”

Tom HallExecutive Chairman

Events £101.7m4C Group £78.7m

EMAP £71.3m



Overview

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ActivityWe were delighted to welcome the Coil Winding portfolio of exhibitions to the Group during the year as part of an acquisition from its founder. Reflecting a $50bn worldwide market, it gathers coil winding, insulation and electrical manufacturing professionals and key buyers from a large cross section of the industry as well as related automotive, energy and consumer electronics industries. With exhibitions in the US and India to complement its flagship event in Germany, and plans to launch in Shanghai in 2014, Coil Winding is an exemplar of internal expansion which the Events segment plans to emulate in 2013.

We sold the automotive research business, CAP Motor Research, to Montague Private Equity for proceeds of £170.0m. We wish them well in their new ownership.

OutlookThroughout a year of great change, and with continuing external economic challenges, the underlying strength of the Group’s products and services enabled them to out-perform their respective markets. With the restructure of the Group into focused and independent lines of business complete, and new experienced management teams now in place, Top Right Group is well placed for future sustainable, top-line growth.

Board and senior managementDuring the year we were delighted to announce the appointment of Julie Harris and Mike Woolfrey to the positions of CEO of the two divisions of the 4C Group. Julie and Mike have worked for the Group for several years and we are delighted to recognise both their leadership and stature in their market place with their promotions.

Mandy Gradden joined the Board in January 2013 as Chief Financial Officer. Mandy has a track record of managing high growth companies and we welcome her to the board. John Gulliver, Interim CFO, moved into the role of CFO, i2i Events Group and we wish him every success in this critical position.

EmployeesUnderpinning everything and the primary ingredient of Top Right Group’s success is its people. On behalf of the Board, Apax and Guardian Media Group, I would like to thank every one of them for their efforts in the exceptional year that was 2012 and in the future.

£251.7m

Revenue by businesses:


Overview


We are now well positioned to successfully drive growth across our Group.

After my first full year as Chief Executive, I am pleased to report that 2012 was a year of strong revenue growth and of business transformation.

Operational and financial performanceRevenue for 2012 was £251.7m, with a 7.4% constant currency, organic growth on 2011, excluding the impact of CAP Motor Research which was sold in May 2012.

Our business comprises three segments: Events (including i2i Events Group and Lions Festivals), 4C Group (including WGSN, Planet Retail, Glenigan, GroundSure, Infrastructure Journal, MEED Projects, BRAD and DeHavilland) and EMAP (including MEED and Media Business Insight).

EventsThe Events segment generated revenues of £101.7m (2011: £93.1m).

i2i Events Group brings together over 250,000 customers from 129 countries every year to trade and network at some of the world’s leading business exhibitions and conference events. Already serving the learning technology, waste management, fashion, health, energy, broadcasting and architecture markets, during the year, i2i Events acquired the Coil Winding Insulations and Electrical Manufacturing Exhibition (CWIEME) portfolio. With an established portfolio of specialist exhibitions in Europe, the US, India and China, the Coil Winding exhibitions significantly expanded the Company’s footprint in new territories. In addition, two new events in the jewellery and renewable energy sectors were

CEO’s reviewDefining our strategy

Duncan PainterCEO

Achievements:

Implemented on time and on budget a significant investment programme in product, technology and capabilities across the organisation

Separated the business into independent units to foster the strategic clarity of each unit and accelerate single minded execution of that strategy

Through the above actions, as well as some key new senior hires, enhanced significantly the vitality and performance orientation of the Group’s culture, and catalysed the delivery of value to our customers and growth to our shareholders



Overview

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launched during the year, both spun out of existing large exhibitions. The business performed strongly in a challenging UK market environment, with the majority of events achieving year on year revenue growth, with particularly strong growth in the retail, education and waste sectors.

Lions Festivals organises and brings together the world’s greatest creative communicators from around the globe. The flagship, Cannes Lions, has been inspiring and celebrating creativity for the last 60 years and has grown to become the world’s biggest celebration of creativity in communications and marketing. Eurobest, Dubai Lynx, Spikes Asia, Digital Asia Festival and the Festival of Asian Marketing Effectiveness provide opportunities to network, learn and celebrate great creative work on a regional and local level. Lions Festivals revenue increased during 2012 from a strong 2011, witnessing steady growth in both entries and delegates.

4C Group4C Group generated like for like revenues (excluding the effect of CAP Motor Research) of £71.0m (2011: £66.1m), showing a growth of 7.4% on a like for like basis.

WGSN has built an enviable reputation for accurate trend forecasting in the design, fashion, apparel and interior trends markets over the last 15 years. Deeply knowledgeable specialists deliver specific market, brand and product direction to industry-leading customers. 2012 was a year of significant investment, strengthening core capability and positioning the business for high growth in the future, as well as continuing investment in maintaining the quality and relevance of its intelligence and expanding its global reach. The US was a key focus in 2012 where, under new leadership, the North America business grew with an increased sales and marketing effort and greatly expanded country-specific content. The focus and investment across the WGSN brand in 2012 yielded positive results, particularly in customer volume growth and retention levels.

Planet Retail provides business-critical retail insight to retailers, suppliers and investors. Planet Retail’s intelligence gives businesses advantage by informing their strategic decision-making and exposing opportunities for profitable growth. In 2012 Planet Retail developed two new product offerings; a module covering the global e-commerce market and a dedicated regional US service. These complement Planet Retail’s strategy of expanding its vertical and geographical coverage. Further expansion into geographies in Asia Pacific and the Americas is planned for 2013.

Beyond the starting line – 2013 objectives

1 Double digit growthDriven by rising customer volumes, operational excellence and improved effectiveness

2. Drive organic product growth Launch more innovative, quality products in 2013 to support global customers

3. Brazil and ChinaEstablish new regional hubs in these fast growth territories. Recruit talented management teams, internationalise existing products and launch new events and services

4. A high performance organisationContinue to create and reinforce a high performance organisation with appropriate link to reward. Increase focus on development, training and recognition

5. Balance sheet efficiencyEfficient and prioritised use of our balance sheet to further invest in launches and acquisitions to support our portfolio companies deliver sustainable top line growth

Getting to the starting line – 2012 focus

Prioritise sales and marketing

We rebuilt the company with customers at our heart and created a world-class sales and marketing team by investing in people and training

Professionalise the business

In 2012, we established agile, standalone operating companies. With embedded expertise and new, experienced management teams, each became accountable for their own P&L, growth and culture. Core business capability pillars underpin all operating plans

Invest for growth

£36m was approved to invest in building a platform from which we can grow in all our key territories around the world. A leading CRM platform was introduced, our technology was overhauled and we invested in strong product and content creation

A. B. C.


Overview


4C Group also houses a portfolio of specialist digital information services to businesses in a wide range of industries including the architecture, engineering, infrastructure, media, environment and political information sectors. Encompassing Glenigan, GroundSure, Infrastructure Journal, MEED Projects, BRAD and DeHavilland, its brands offer customers high quality, niche expertise and industry-specific data that enables businesses to make strategic commercial decisions.

EMAPEMAP generated revenues of £71.3m (2011: £71.0m), growing 4% on a like for like basis. EMAP is a brand-led content, subscription and networking division. It owns industry-leading brands that sit at the heart of the UK’s retail, health, construction, architecture, and fashion sectors. The segment also includes MEED, MEED Insight and Media Business Insight.

Subscription revenues were flat year on year with volumes stabilising in the second half of the year, indicating growth returning to a volatile market. Marketing solutions revenues grew year on year driven by digital revenues, seeing a reduced reliance on traditional print revenues. The awards business continued the strong growth of prior years, driven by increased sponsorship and table sales. Recruitment revenues stabilised across the business, posting year on year growth driven by a strong increase from digital revenues.

TransformationIn March 2012 Top Right Group unveiled a major change programme to transform the business and create a platform for sustainable growth. With renewed focus on our markets and the products and services we provide, the business was rebuilt around core capability pillars to put customers at the heart of everything we do.

- Great quality content - Exceptional customer service - World-class sales and marketing - Brilliant product innovation and - A high performance people culture

With the largest investment in the business for over six years, we completed a comprehensive upgrade of technology platforms and introduced new systems to enable us to manage our business more effectively. Previously outsourced arrangements were brought back in house, including credit control, IT, global payroll and our HR systems. A new CRM system was introduced, and a new marketing intelligence platform is improving our digital marketing and customer insight capabilities to ensure we intuitively respond to our customer needs.

CEO’s reviewDefining our strategy Continued

33%Group revenues from international activities in 2012

7.4%growth on a constant currency basis

£36minvestment to transform the business

ExponentialGrowth

We nurture people and their ideas

Propositions

Empower

Values

Brand essence

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Overview

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These wholesale changes transformed our Group companies and improved services to our customers and our people – globally. We are now well positioned to successfully drive growth across our Group.

New trading entities We created standalone, agile operating companies with separate identities, business models and investment plans. With devolved responsibility and new, experienced management teams, they are now single-minded in pursuit of their objectives and accountable for their own P&L, fast organic growth and culture. They approach their markets with tailored propositions and unique products to serve customer need, with the aim of delivering better services and sustainable top-line growth.

Within the restructure, experts from the former central Group team were embedded into the standalone companies. The Group today acts as a catalyst for change and expansion, particularly internationally. It consists of a small, skilled corporate team providing central finance reporting and oversight, strategic input, legal expertise and people skills to the businesses.

Our customers Ensuring we attract and retain more customers remains the core focus. Delivering excellent service and innovative products and services that make a real difference to their business is a core goal for all Top Right Group companies and brands in 2013.

Growing our international footprintTop Right Group is an international business, with 33% of its revenues generated outside the UK and seeks to develop brands with a global footprint that can serve existing and new customers wherever they are located.

Top Right Group’s businesses, particularly i2i Events, WGSN and Planet Retail, have long-established offices around the world to support their international business plans. To accelerate sustainable growth ambitions we have identified additional international opportunities with a focus on emerging markets. To further support operating company efforts and focus on strategic and organic wins, the Group established regional hub operations in Shanghai, China and Sao Paulo, Brazil during 2012. Significant revenues are expected to be delivered from these international operations within 12 months.

Top Right Group values

EmpowerWe encourage ideas that allow our brands to grow and our people to succeed

TransformWe have the skill and will to help our executives turn the ordinary into the extraordinary

EnableWe have the power to build the structure and financial confidence to enable the businesses to succeed


Business Review


Business Review Eventsi2i Events Group

Excellence i2i Events Group owns more than 30 of the world’s leading trade events, each providing a conduit to tens of thousands of high-quality buyers from key industry sectors. i2i is proud to create operationally excellent trading events for all customers and exhibitors and is committed to outstanding event content.

IntroductionEvery year, i2i Events Group brings together over 250,000 buyers and sellers from 129 countries to trade and network. To deliver the most promising available business opportunities i2i has invested heavily in technical seminars, speakers’ platforms, workshops, summits and special in-show initiatives to ensure every event is forever relevant to the community it serves. With the opportunity to network with their industry’s most inspirational thought leaders, attendees gain a significant edge on their competitors.

Mark ShashouaCEO i2i Events Group

“ A fantastic show with a good international audience which matches our ambitions.” Promethean – exhibitor, Bett

“ The show was such a success for us that we’ve already booked to attend next year!” Steve Price, Sales Director, Specialist Fleet Services – exhibitor, Resource Efficiency and Waste Management



Business Review

15/

Our values

Operational supremacyEvery time, everywhere – logistical perfection. Through the rigour, utter dedication and unstoppable energy of our team.

A class actExceptional quality. No corners cut. Crafted, rehearsed and planned. If it’s not the best it can be, it’s not us.

Forever relevantBang on the trends, innovations, personalities.

i2i Events Group owns:Exhibitions - Autumn Fair

International - Bett - BVE (Broadcast Video

Expo), BVE North - CWIEME Berlin,

CWIEME Chicago, CWIEME Bangalore

- The Education Show - The Energy Event - The Jewellery Show,

The Jewellery Show London

- Glee - Naidex National, Naidex

Scotland, Naidex South - Pure London - RWM (Resource

Efficiency and Waste Management)

- Spring Fair International - The Renewables Event - The Water Event

Large Scale Events - World Architecture Festival - World Retail Congress,

World Retail Congress Asia Pacific - National Institute for Health

and Care Excellence (NICE) Conference

- Patient Safety Congress, Patient Safety and Quality Congress Middle East

International strength and focusi2i Events Group constantly improves the attractiveness and value of its events to new and existing customers. It now has a sales and marketing presence in 26 countries around the world, including newly opened offices in Germany, China, the USA, India and Brazil with strategic partners in Italy, France, Turkey and Spain. This network will further enhance the attractiveness of its award winning events within the local community and also explore opportunities in local markets.

i2i’s ambitious launch programme will deliver new events where its customers need them most and ensure industry-leading standards of high quality customer care, value and service delivery; whatever the location.

Strategic direction:As a pure play global events company, i2i Events Group is dedicated to enhancing customer value and exploring every available growth opportunity. To stay competitive and grow successfully, businesses need to attract new buyers, source fresh ideas and stay at the forefront of industry trends. For its customers, i2i Events Group is a fast track to the future.

Already the dominant player in the UK, i2i is active internationally, hosting global events including the World Architecture Festival and World Retail Congress. In 2013, several of the UK’s most popular and successful events will also be hosted around the world, including a Bett leadership summit in Brazil. i2i Events Group will also host Coil Winding events (CWIEME) in India and the USA.

Building on its international expertise is central to the i2i Events Group strategy.


Business Review


i2i’s Spring FairCase study

Business Review Eventsi2i Exhibitions

i2i Events Group creates some of the brightest and most inspiring exhibitions and events in the world. Its exhibitions are the leaders in their sectors, well attended and growing. Government ministers choose i2i events to announce policy and high-profile speakers launch initiatives, products and services.

Vital buying opportunities Among i2i’s leading exhibitions are Spring Fair’s seasonal equivalent Autumn Fair, seen by retailers as the most important opportunity to buy in time for Christmas and to preview the forthcoming Spring ranges.

Also serving retail are The Jewellery Show and Pure London, which gathers more than 13,000 UK and international buyers all keen to source from 1,000 plus trendsetting brands.

Each one of i2i’s major events is sited at the heart of its specific business community, delivering inspirational content and an unrivalled range of products.

Add to these a series of diverse, equally important and ever popular showcases such as the fast-expanding Resource Efficiency and Waste Management (RWM), Bett and Broadcast Video Expo (BVE), all delivering supremely organised, face to face opportunities.

Partnered with the Chartered Institute of Waste Management, RWM is one of the premier resource and waste management solutions events. It also hosts the industry’s largest collection of CPD-accredited content and six themed conference theatres. It attracts around 13,000 visitors a year, including senior public and private sector decision makers.

The UK’s largest event and Europe’s largest home and gift trade fair, covers 17 miles of aisles at the National Exhibition Centre in Birmingham. It is the must-attend retail buying event for gifts, homewares, jewellery and greeting products. The show’s visitors range from independents, major multiples and e-commerce specialists to supermarkets, garden centres and wholesalers. With over £2bn in orders from 13 key buying sectors, Spring Fair International each year attracts the greatest buying power of any UK event of its kind. Year round, Spring Fair champions the retail industry and is regularly asked to contribute to the retail debate on behalf of its exhibitors and visitors.

Speakers included: Delia Smith, Kirstie Alsopp and Lawrence Llewellyn-Bowen

126countries attend Spring Fair

“ The best exhibition in the UK... anyone who’s serious in this business has to be at Spring Fair.” Dave Willan, Coach House

65,000buyers attracted to Spring Fair in 2012



Business Review

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Bett is acknowledged as the pre-eminent global meeting place for education and training professionals to buy, exchange ideas and learn about the best in educational products and services. Bett saw an 18% increase in visitors and 28% rise in exhibitor floorspace as it moved to the larger ExCel venue in January 2013. In October, Bett will host a learning technology leadership summit in Sao Paulo.

Strategic acquisitionIn 2012, i2i Events Group bought the Coil Winding (CWIEME) portfolio of electronics exhibitions, immediately increasing the sectors it served and geographies reached. The flagship event in Berlin covers 13,000 net square metres and has a large international following. Reflecting a $50bn worldwide market, it gathers coil winding, insulation and electrical manufacturing professionals and key buyers from a large cross section of CWIEME and related automotive, energy and consumer electronics industries. CWIEME Chicago will be held annually from 2013 and a CWIEME show in India will also launch this year.

96%visitors attended BVE to find new ideas and inspiration

90+expert speakers at Resource Efficiency and Waste Management

500,000products each year at Autumn Fair International

106,000+visit purelondon.com each season

“ The calibre of fellow jewellers was extremely high and all our customers really enjoyed the experience.”Peter Andersen, Pandora

“ This event allows us to meet potential customers. Since 2007 we attend each year… thanks.” Powersys, Japan


Business Review


World Retail CongressCase study

World Retail Congress is the only event for international retail CEOs and business leaders. It brings together over 1,000 senior players from the global retail stage. The Congress provides an influential platform for keynote speakers and visionaries, with more than 40 interactive business streams and executive round tables. In 2012, the World Retail Congress was held in London, just after the London Olympics. 51 countries were represented and more than 70 associations and media partners ensured global coverage of the proceedings.

i2i’s large scale events are founded on compelling content, crafted to the audiences they serve. Through a relentless focus, they have become indispensable forums for the most influential business speakers and thought-leaders in their respective sectors. They are regularly chosen as the platforms to unveil exclusive, market-changing research and product initiatives to their industries and related media. In addition to exceptional content, each of i2i’s large scale events offers unrivalled access to networking sessions and workshops to deepen learning.

Business Review Eventsi2i Large Scale Events

Influential eventsThe sister event to the World Retail Congress – the World Retail Congress Asia Pacific, was founded in 2011 to recognise the fundamental importance of retail in the region.

In 2012, Beijing hosted the event, which provided ideas, insights and strategies for fuelling continued growth and prosperity in the region. With the pace of change across Asia moving ever faster, the World Retail Congress Asia Pacific is an important and highly informative gathering of retail thought leaders.

With keynote talks from world-famous, award-winning architects and clients, World Architecture Festival is the only annual forum to network and celebrate its global achievements while discussing major industry issues. Attended in 2012 by, among others, Zaha Hadid Architects, Foster and Partners, WOHA, Grant Associates and HASSELL, WAF is considered a superb opportunity to meet and speak with influential clients, keep up to date with the world’s most influential and exciting architecture and enjoy keynote speeches from renowned architects, commentators and clients.

77%attendees at executive level

36countries represented at WRC Asia Pacific 2012

“ A date in every retailer’s diary.”Philip Clarke, CEO, Tesco

“ After winning at WAF we received invitations for collaborations and future projects from Qatar, Kuwait, Turkey and Russia.” Mila Moskalenko, Cloud 9 Architects



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World Retail CongressCase study

World Architecture Festival attracts mix of attendees and entrants from 65 countriesWAF is the largest live, inclusive and interactive global awards programme for the architecture community. In 2012, the Festival was celebrated in Singapore, where almost 300 shortlisted architects presented their work before leading international juries and delegates – a unique aspect of WAF. Entries have increased 52% over the past two years.

The National Institute for Health and Care Excellence (NICE) Annual Conference focuses on the strategic and daily issues facing the NHS and the wider healthcare industry. In 2012, the largest sections of delegate attendees were 46% from the NHS, 16% from the pharmaceutical industry and 13% were from the private healthcare industry.

40partners and sponsors

65countries from which World Architecture Festival attracts attendees and entrants

2,000architects attend WAF

120+thought leader speakers

700+national and international patient safety advocates

“ Great content, always ahead of the industry and not afraid to begin the debate.”

“ A great opportunity to take time out to hear from internationally renowned experts, focus and re-energise patient safety and quality improvement initiatives for my organisation.”Patient Safety and Quality Manager, Hampshire Hospitals NHS Foundation Trust

Participating companies in 2012 included:

CarrefourTescoGoogleMacy’sWPPJohn LewisIKEA


Business Review


Business Review EventsLIONS

Global meeting places for the creative communications industry.

Cannes LionsThe flagship international Festival of Creativity continues to go from strength to strength. 2012 was another record year and the largest yet in terms of delegates, entries and sponsorship support.

With increasing numbers of award entries from all over the world for the coveted Lions trophy, a record 284 international jury members and 14 jury presidents were appointed in 2011. Robust and transparent judging is overseen by Lions Festivals’ representatives to ensure fairness. Neutrality is a core value of the business and external consultancy firm PWC is retained to sign off the process of the judging to ensure the very best work is rewarded.

More than 10,800 delegates from 94 countries attended Cannes Lions 2012 – the highest yet – with the USA, UK, Brazil, France and Japan the top five countries represented. 25% of attendees came from more than 950 marketing organisations, who are increasingly taking part in the conversation. Clients and brands understand that representing their brands in Cannes shows that they believe in creativity. Those willing to improve their creative output, expose their brand managers to the world’s best work and establish a clear vision, ensure they remain ahead of the curve.

Festival growth can be attributed to three key factors:

- An increasing participation by clients - The growing involvement of developing countries - Participation by a broader audience, including designers,

Hollywood and music.

Cannes Lions provides the most prestigious platform in the industry. As well as creative agency representatives from every corner of the globe, attendees and speakers in 2012 included Twitter’s co-founder Jack Dorsey and CEO Dick Costolo; Debbie Harry, singer and actress; Michael Patrick King, executive producer, Sex and the City; Peter Roth, worldwide president, Warner Brothers; and former US president Bill Clinton.

Philip ThomasCEO LIONS Festivals



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105entries shortlisted at Digital Asia Festival, from which ten won gold

Cannes Chimera Cannes Lions has partnered with the Bill & Melinda Gates Foundation to launch a communications challenge in an effort to generate ideas that could help change the world.

The first challenge, ‘Aid is Working. Tell the World’ was a unique call for action to generate new and innovative ways of telling the real story behind global aid. 914 entries, from 85 countries, were received, with ten participants having the unique chance to be mentored by the Cannes Lions 2011 Grand Prix winners, known as the Cannes Chimera – possibly the greatest collection of creative talent ever assembled – and being granted $100,000 to help further develop their idea. Successful projects will have the chance to seek additional funding of up to $1m to bring their idea to fruition.

“ The best industry conference.”Sir Martin Sorrell, CEO WPP

8miles of Cannes Lions entries if laid end to end

34,000entries for Cannes Lions Awards in 2012

19countries attended Dubai Lynx 2013

2,092entries at Dubai Lynx 2013

“ Spikes Asia is an extremely effective platform to promote our business in the region.”Adam Ferrier, Founder, Naked Communications

Customers:The networking and learning opportunity of the year, the annual flagship Cannes Lions and our regional festivals are the must-attend events for anyone involved in creative communications. Delegates learn, meet colleagues and future collaborators and celebrate. They are inspired and informed by the most inspirational speakers – former presidents, industry leaders, agency heads, private sector creatives and founders of new media channels – and have fun. Lions Festivals are the only place to discover great work and learn everything that is exceptional in the creative communications world.

Strategic drivers:To globally celebrate and share the best creative work amongst the industry and change the world through charitable efforts. Lions Festivals aims to innovate and grow the core business by making its festivals more relevant to more people from more places than ever before.


Business Review


Business Review EventsLIONS Continued

1,693,988visits to canneslions.com

950marketing organisations at Cannes Lions

Regional excellenceOffered in association with our local regional partners, Lions Festivals inspires more than 5,000 advertising creatives at highly respected regional festivals each year. With three regional events in Asia, one in Europe and one in the Middle East, all establish the definitive standard for creative excellence within their local markets. Each offers an unbeatable line up of speakers, high profile seminars, workshops, thought provoking insights, forward thinking inspiration, exhibitions and screenings aimed at giving inspiration, learning and networking opportunities for the advertising and allied industries in each region.

With neutrality as a constant, new award categories are crafted to reflect the changing nature of the industry. As with Cannes Lions, all entries for the coveted awards are judged by high-profile international jurors, with the winners being presented at the much anticipated award ceremonies.

Eurobest celebrated its 25th anniversary in 2012, under the Chairmanship of BBH founder Sir John Hegarty, who was a jury member at the inaugural Eurobest event.



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Spikes Asia, which also celebrated its 25th anniversary in 2012, provides the APAC region’s growing creative and advertising industry with a platform to network, exchange ideas and showcase their best work.

The Festival of Asian Marketing Effectiveness is a celebration of the latest thinking in marketing strategies that deliver solid results to transform businesses and brands while the Digital Asia Festival recognises and celebrates the region’s achievements in the digital arena.

The Dubai Lynx Festival provides the Middle East and North Africa region’s growing creative and advertising industry with a platform to network and exchange ideas. As at all Lions events, young talent is actively nurtured and encouraged at Dubai Lynx through the Young Creative competition, the Leo Burnett Lynx Academy, the Student Creative Award for Print and the Future Leaders of Marketing programme.

Lions Festivals will continue to explore opportunities to launch new must-attend events and celebrate the very best creative work particularly in the creative, digital and entertainment industries.

914entries for Cannes Chimera 2012

85countries submitting Cannes Chimera entries

4,860submissions from 23 markets and 13 Grand Prix Winners at Spikes Asia

25thAnniversary Eurobest

61mTwitter impressions during the Cannes Lions Festival

Our valuesNeutralOnly one thing matters: merit. We are never for turning. Zero compromise. Success at Lions Festivals is always earned, never bought.

GlobalOur events are for the whole world – West, East, North and South.

PremiumAlways premium, always exceptional quality in everything we do.


Business Review


Business Review4C GroupGlenigan, GroundSure, MEED Projects, Infrastucture Journal, BRAD and DeHavilland

“ With data analytics, market analysis and company intelligence at their heart, the 4C businesses of Glenigan, GroundSure, MEED Projects, Infrastructure Journal, BRAD and DeHavilland have become trusted advisors to the construction, environmental, media, and political industries they serve.”

Mike WoolfreyCEO 4C Business Foresight



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During 2012 the monthly barometer of the construction industry The Glenigan Index strengthened its standing within the industry and has seen its data regularly quoted in the media. Glenigan delivered solid revenues and attracted many new customers throughout the year. It produces the construction industry key performance indicators survey for the Office of National Statistics and the Department of Business, Innovation and Skills. It has also formed a number of strategic partnerships including The Builders’ Conference, Building Research Establishment, UK Contractors Group, Constructing Excellence, Civil Engineering Construction Association and the Home Builders Federation.

In 2012 Glenigan signed a contract with the Department of Communities and Local Government to supply statistics and analysis on planning applications and decisions. The data is broken down by local authority and by development size and type. It is testament to Glenigan’s reputation for accuracy and precision that the data is being used by central government to analyse and monitor the impact of the reforms they are introducing to planning legislation and help formulate new policies to remove any barriers to UK GDP growth. The resultant statistics and analysis are often quoted by government ministers in Parliament.

Our valuesKnowledge, not dataThe world has plenty of information, but not enough foresight. That unique mix of data, inference, instinct and deep original insight about where the world is going. We analyse what is. And what will be.

No compromiseThis is science. We never veer from precision. Never compromise.

Future focusInterpret, infer, forecast and foretell. The past is data. The future is potential.

“ GroundSure secured a major contract with RBS to provide environmental risk intelligence to UK secured lending.”


Business Review


GroundSure had a very successful 2012, seeing revenue growth across the year and a 50% market share. The business has cemented itself as the clear market leader in providing environmental risk data to the UK legal, financial and property markets. Building on its success at powering property transactions across the UK over the last ten years, GroundSure has invested in providing raw data to clients via an API with integration to software widely used in the industry. Aiming to increase customer volumes within the environmental, architecture, engineering and property sectors GroundSure’s service will become even more deeply embedded in customer’s workflow. Through a wide range of smart reporting formats tailored to specific sectors, GroundSure’s environmental risk information ensures due diligence and peace of mind for clients.

44%increase in GroundSure revenues in 2012

Business Review4C GroupGlenigan, GroundSure, MEED Projects, Infrastucture Journal, BRAD and DeHavillandContinued

“ In 2012 Glenigan identified an opportunity to offer detailed information on change of occupancy in commercial space for property refitters and associated suppliers and contractors. The new service ‘Movers’ has been connected with very positive customer feedback.”

Strategic drivers:4C services are embedded deeply in the workflow of customers, equipping them with the information they need to do the best job possible and make the very best business decisions. To provide accurate data and interpret information into actionable insight, to support client’s strategic planning and help manage change more confidently and effectively.



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Infrastructure Journal’s information subscription service supports industry professionals in the development and financing of global infrastructure. The knowledgeable content team has continued to produce its gold standard, concise, accurate snapshot of the infrastructure landscape. Investment in 2012 focused on providing lead generation for infrastructure targeted at investors and suppliers seeking investment, an area with great potential and a key part of the future of infrastructure funding. Also in 2012, Infrastructure Journal formed a partnership with the IFC, a member of the World Bank, to identify the best Private Public Partnership (PPP) projects around the world. The report is a superb example of Infrastructure Journal’s ability to act as an independent champion of global excellence and innovation. Four independent regional judging panels of PPP experts selected the projects which demonstrated high levels of vision, replicability, and social impact. Infrastructure Journal ensures subscribers stay in tune with industry developments and potential new sources of work, while its bespoke reports offer in-depth analysis of key areas of interest for clients, and provide an additional high-value revenue stream for the business.

$400bnvalue of global infrastructure industry

4,850 loyal subscribers

9,376 Twitter followers

BRAD Insight puts a complete world of intelligence at the fingertips of the media and marketing industry. Through its two portfolios, ALF Business Development and BRAD Media Planning, we provide marketing clients with the opportunity to plan better campaigns and brand owners with the opportunity to be at the forefront of advertisers’ minds at the point of media buying and planning decision making.

DeHavilland is the definitive provider of political intelligence, monitoring, research and consulting services in the UK and EU. It delivers news, information and bespoke research via our online platform and team of political researchers, giving customers the inside track on the latest developments in Westminster, Parliament and Whitehall as well as the Scottish Parliament, the Welsh Assembly and the Northern Ireland Assembly.

GrowthThe businesses have built their customer base through their unique mix of data, inference, instinct and smart original imagination about where the world is going. They will continue to grow by ensuring their products remain relevant, accessible and actionable. They will continue to offer products via the clients’ preferred channel and look for opportunities to grow market share and build new products that address the needs of untapped markets.

Customers:Clients include companies of all sizes, whose business relies on the expertise and insight of 4C’s services. 4C businesses represent authority, reliability and confidence for clients. With detailed industry knowledge, clients can see beyond the horizon, supporting their forward planning and enabling them to make fully-informed business decisions.


Business Review


650,000pages of WGSN insight

Extremely powerful, global data services.

Business Review4C GroupWGSN and Planet Retail

Julie HarrisCEO WGSN and Planet Retail

WGSN and Planet Retail valuesNo compromiseThis is science. Never veer from precision. Never compromise. Be exact, yet…

…be smartCut through, stay sharp. Use your intuition. Be commercial. Imagine intelligently.

Future focusBe brave, interpret. Infer, forecast and foretell. The past is data. The future is potential. Think potential.



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26mWGSN Global Fashion Awards Twitter hits

87%WGSN global customers retained

“ Enabling brilliant product and design decisions.”

“ Every Fortune 500 apparel brand relies on WGSN.”Customers:Customers use WGSN’s powerful trend forecasting to increase sales, build brands, manage costs and reduce risk.

Planet Retail customers get up-to-the-minute global insight, analysis and reports on the grocery, electronic and food service industry to boost business performance.

Customers include:• BenettonGroup• Arcadia• Nickelodeon• Target• Guess• Marks&Spencer• GlaxoSmithKline• Tesco• Boots• Walmart

8 out of 10 global retailers use information from WGSN and Planet Retail.

WGSN and Planet Retail are global information businesses serving customers in over 120 countries worldwide. Services are provided in four broad areas:

- Trend forecasting - Retail insight - Retail analytics - Custom research

Today’s fast paced markets need effective, actionable business insight to provide a competitive edge. WGSN and Planet Retail’s deeply knowledgeable sector specialists and analysts provide a unique mix of data, inference, instinct and smart original thinking. They help customers understand where the market is today, and deliver specific market, brand and product direction up to five years ahead. Leading retailers in the USA, Europe and Asia, all reduce risk and protect their business through trusted, accurate insight from WGSN and Planet Retail.


Business Review


Business Review4C GroupWGSN and Planet RetailContinued

Strategic drivers

Planet Retail Planet Retail customers get up-to-the-minute insights from every perspective to give them the inside track on opportunities before their competitors. Increasingly they are looking to create a unique proposition ahead of the market that gives them an edge and positively impacts the bottom line. This need is served by custom research which is an even stronger core focus for the business in 2013.

Planet Retail analysts from offices in Chicago, Frankfurt, London, Qingdao and Tokyo, monitor over 10,000 retail operations as well as market developments in more than 200 countries worldwide to provide up-to-the-minute news, analysis and critical market research. Their insights help empower decisions that grow businesses and shape the retail landscape of today and tomorrow – globally.

A business restructure and additional investments in 2012 brought the skills and talent within Planet Retail closer to WGSN and is resulting in the launch of a new Retail Analytics product to support merchandisers and buyers.

Investment has also been made in additional sales and analyst teams within the regional and country offices to better serve its customers with locally produced reports. Planet Retail has also invested in technology to create a robust product roadmap to support new business acquisition and customer retention.

“ The categories, scope and reach of the GFAs is unlike any other fashion event, which in turn exposes our business to a vast target audience that we could not achieve elsewhere.”Courtney Blackman, Managing Director, The Industry (Partner, 2010, 2011, 2012)

Enabling brilliant product and design decisionsWGSN is an essential business partner for the world’s design, manufacturing and retail industries.

Primarily serving designers, developers, merchandisers, buyers and style leaders around the globe, its trusted insights enable informed decision making on real time and future trends. WGSN’s strategic difference has been trusted for over 15 years.

WGSN’s analysis – the science of fashion – allows customers to forecast trends, adapt to the fast changing and increasingly omni-channel market and stay ahead of the shifting buying habits of savvy shoppers. Customers use WGSN to increase sales, build brands, manage costs and reduce risk.

As consumer brands and retailers continue to face challenging market pressures, demand is growing for WGSN’s advisory services which provide businesses with valuable, accurate and actionable information.

High-growth organisations turn to WGSN daily to make good and profitable decisions and to design and produce brilliant products. It validates major commercial decisions and nurtures market-changing creativity. 2,000

Global Fashion Awards entries from 70 countries in 2012

“ WGSN helps minimise risk in range planning.”Nickelodeon

“ WGSN gives us confirmation of what’s going on in different markets and ensures that our products, sold in 120 countries, match the market need.”Benetton Group



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Strategic drivers

WGSNWGSN has built an enviable reputation for uncannily accurate trend forecasting over the last 15 years. The business introduced Home Build Life in 2010 to provide trend forecasting for the interiors markets and scale its capabilities across broader vertical market sectors. More recently it has extended its services to include custom research and catwalk analytics. Multi-million pound investments in 2012 have kept the business ahead of the market by further improving current services, to provide an increased focus on what is happening today as well as in the future. Real time retail analytics harnesses the strength of Planet Retail and WGSN data to analyse merchandise and on sale price points.

This has broadened the WGSN service relevance from mainly design to across the retail spectrum and will be increasingly important to WGSN in the future. Customers will increasingly include buyers and merchandisers for whom an accurate view of current shopping trends, balanced with trend predictions, is essential to gain an edge in the cutthroat environment that is today’s retail world.

WGSN daily bulletins are produced in six local languages, including Chinese. The company has ambitious plans to grow, and has focussed investment on increased content, e-commerce and new business opportunities in the USA, Brazil, China and Russia.

6WGSN daily bulletin languages including Chinese

100,000subscribers to WGSN tumblr blog

4.8mimages

During the last year, the business has invested in excess of £10m in global product and service development, including specialist talent, high quality client services and upgraded technology, to ensure WGSN continues to exceed customers’ exacting standards.

WGSN’s Global Fashion AwardsStaged each October, the WGSN Global Fashion Awards (GFAs) recognise and reward brilliance in fashion and retail design across the globe. Always hard fought, categories cover all disciplines of design from apparel to accessories, as well as retail and online store design. The WGSN GFAs honour the businesses and individuals that are moving the fashion industry forward on a global scale and their recognition is widely celebrated in the world’s media.

“ Planet Retail’s customers include the world’s leading retailers, suppliers, banks and consultancies, all of whom rely on Planet Retail’s expertise to understand market opportunities, identify risk, develop key relationships and power brilliant commercial decision making.”


Business Review


Business Review EMAP

150prestigious live events every year

ValuesMarket-changing contentWe exist to investigate, report, share and enhance an industry’s intelligence.

ConsequenceWhat we do matters.

InsidersWe know the market inside out, nothing and no-one escapes our attention.

EMAP is a growing content, subscription and networking business.

Natasha Christie-MillerCEO EMAP

“ EMAP exists to progress you and your business.”



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IntroductionEMAP is a growing content, subscription and networking business. It provides a highly influential, professional subscriber base with timely and actionable content that informs and educates for their personal and professional advantage. Its market-leading brands, including Retail Week, Health Service Journal, MEED, Construction News, Architects’ Journal and Drapers sit at the heart of major industry sectors.

EMAP provides original, valuable information, essential insight and analysis through a range of delivery channels. Its market-changing content enhances customer knowledge, offers vital opportunities and provides unparalleled access to decision-makers.

EMAP also leads the way in offering customers creative, effective ways to connect with their audiences and meet their business objectives. The rich assortment of marketing solutions offered to EMAP customers will continue to diversify in line with the business objectives of its customers.

Live events are a fast growing part of the business. With EMAP’s brands at their core and using market insight and relationships with sought-after senior industry opinion formers, EMAP’s leading conferences are the hot ticket and awards are the most coveted. The value of EMAP’s events lies in the opportunities they offer to connect, learn, network, access and celebrate excellent brand content face to face.

Strategic drivers: The engine of value behind the EMAP network is its large and growing customer community, engaging with the brands across many platforms. EMAP has a long-standing, resolute commitment to and reputation for delivering independent content excellence. This means that its brands are the ones that the highest performing companies choose first.

“ All the real decision makers are in this room.”HSJ Summit delegate


Business Review


Business ReviewEMAP Continued

A growing business2012 was an important year for EMAP, seeing revenues grow and customer numbers increase across recruitment, creative solutions and events. This growth was driven by investment in the events business with new, relevant content and formats; a huge shift in the marketing solutions offered to customers and a relentless focus on subscription growth. All three pillars put the customer at the heart of the business.

Subscriptions for EMAP brands grew and generated 23% of revenue, with customers choosing to access content across multiple channels. Digital saw considerable growth in 2012 with ever more customers choosing to consume their content online, via mobile or tablet.

EMAP’s world-class events represent more than 30% of revenue today. They have maintained a strong growth performance over the past decade and enjoy growing revenues and increasing numbers of delegates, sponsors, award entries and returning customers.

Content excellence, unrivalled access and good venues are all essential, while event apps, the best speakers, and networking opportunities give EMAP events their competitive edge. This focus resulted in, among others, an increased NPS score for Retail Week Live 2013, up around 40 points year on year.

EMAP is committed to reinvesting revenue growth back into the business. Examples of new products and services in 2012 include the development of a tablet edition of Architect’s Journal and the launch of Student Nursing Times.

2013 will see an accelerated road map of product launches including a range of new subscription packages designed to give customers ever more choice, and tablet app launches for Retail Week and Health Service Journal.

During the year, EMAP also invested in large scale infrastructure upgrades and technology changes. The sales and marketing customer relationship systems have been replaced, and a new subscription fulfilment system, marketing intelligence platform, HR and finance system introduced. EMAP has also invested in its people to ensure the best possible service to EMAP’s professional network. New training and award programmes have been introduced to encourage a high performance culture and nurture talent.

91,200customers

193,700Twitter followers

16highly respected brands:

The Architects’ JournalThe Architectural ReviewConstruction NewsDrapersGround EngineeringHeating & Ventilation NewsHealth Service JournalLightingLocal Government ChronicleMaterials Recycling WorldMEEDNew Civil EngineerNursing TimesRefrigeration and Air Conditioning Magazine Retail JewellerRetail Week



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Harnessing social mediaSocial media has become an important part of the relationship between the brands and the EMAP communities, with brands, editors and events all attracting followers, opening conversations and driving customer engagement. For example, the Nursing Times Awards finalists Facebook campaign saw a third of finalists post their photos, generating a viral following and new twitter followers. Social media also drives customer growth with subscription pages embedded within Facebook.

EMAP now has 193,700 Twitter followers and more than 27,000 Facebook fans.

Looking aheadFor more than a century, EMAP’s Local Government Chronicle and Drapers have served professional individuals and communities with the knowledge, analysis and connections they need to progress. These same values underpin every EMAP brand today.

Based on these core aims, EMAP looks forward to significantly growing both subscription customer numbers and paid attendees at their live events in 2013.

39,200delegates

EMAP’s strategy remains to focus content investment on brands that have a high growth potential, in scale industries where they are or can be the number one. This strategy ensures that EMAP’s customer community, including some of the most influential people driving the engine of UK economic growth, will continue to progress their careers, deepen their knowledge and make connections through EMAP content.

New subscription packages will be launched, offering individual customers more choice and flexibility in how they buy and consume EMAP products. The corporate subscription programme will double and double again as organisations invest to extend access to content that will advantage their business and employees. Corporate membership already enables EMAP content to be fed into the intranets and RSS feeds of organisations that subscribe. This is expected to accelerate exponentially with the launch of a variety of future initiatives and innovations.

EMAP will continue to invest in its events business to maintain relevance, freshness and growth.

EMAP is a successful, sustainable business and looks forward to continuing its transformation into a content-driven, subscriber-led multi-channel media business.

Customers:EMAP’s customer base is loyal and engaged. Members of the EMAP community rate the brands they interact with highly, giving EMAP power brands double digit scores for NPS. Thousands of individual professional paying customers engage with EMAP brands every day. They are the private sector C-suite and the decision-makers behind large public budgets. Over 90 of the top 100 CEOs in British retail were hosted at the most recent Retail Week Awards.

EMAP’s core sectors – healthcare, retail and construction – are high net worth industries, estimated to be worth in excess of £360bn to the UK economy.


Business Review


IntroductionMedia Business Insight manages Broadcast, Screen International and shots and was set up with a clear objective to give the brands the best possible chance of thriving and to secure new investor involvement. MBI is building its own separated operating structure and growth business plans.

On every platform, MBI’s brands are an essential news and information resource for the communities they serve.

Broadcast provides the most authoritative coverage of the TV, radio and digital sectors, providing the latest production news, analysis, data, comment and jobs. Across all its platforms, Broadcast offers the most efficient way of reaching the content production community. It provides insightful subscription content across a weekly print edition; on line and via app.

Broadcast hosts the successful Broadcast Awards and Broadcast Digital Awards celebrating the best content, channels and people in the business.

Broadcast also offers subscribers access to Greenlight, the industry’s most comprehensive commissioning database. MBI plans to reintroduce Broadcast’s seminar and conferences later this year.

Screen International is the leading international film industry resource, where expert writers, editors and a global network of correspondents provide in-depth analysis, opinion and commentary on the issues, people and products shaping the worldwide film industry. As well as in print, subscribers can access the Screen Base knowledge bank. The Screen International Awards continue to develop to celebrate the industry’s best work.

Business ReviewEMAP

Conor DignamCEO MBI

Customers: MBI connects with its customers through its leading print titles, across daily digital news services, through data and information products and at its world-renowned events.

MBI’s tight-knit creative communities rely on the brands’ expert opinion, breaking news, analysis and insight to achieve success both for organisations and individually.



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3,000people attend MBI events annually

11,000customers

65,000Twitter followers

Strategic drivers: Media Business Insight (MBI) publishes Broadcast, Screen International and shots, delivering unrivalled insight, access and reach to the communities they serve. Broadcast, Screen International and shots are the leading multi-platform media B2B brands that sit at the heart of the creative industries of television, film and advertising. They are each hugely respected for the knowledge they deliver.

MBI brands are proud to support the UK’s most exciting creative industries, playing an integral role in facilitating, communicating and celebrating the success of the sectors.

Seven must attend live events:The Broadcast AwardsThe Broadcast Digital AwardsThe Screen Awardsshots Cannes Beach PartyBroadcast Network 100UK Stars of TomorrowBrit Party at Cannes Film Festival

“ Broadcast is essential reading, the UK industry bible.”UK independent producer

shots is an essential inspiration tool for any professional in the advertising industry – from agencies and production companies to leading brands. Showcasing the best, most creative work, shots inspires, informs and analyses in equal measure. The brand is closely associated with the Cannes Lions Festival of Creativity and the recently launched shots Awards will continue to showcase the world’s best creative output.

Through breaking news and deep insight, Broadcast, Screen International and shots are the voice of the communications and entertainment industry. Increasingly digital and at live events, MBI delivers specialist news, structured information products and data services to inform and celebrate the film and TV industries.

GrowthWith outstanding leadership, a talented team and strong heritage the MBI brands are in a solid position to build on their recent performances, and look towards a bright and successful future. MBI’s growth will focus on developing core areas of the business such as events and data services, where there is potential to deepen existing customer relationships. Broadcast’s commissioning database, Greenlight and Screen International’s successful product, Screen Base are examples of services that will be developed to grow our subscriber base. Development of these data products and the anticipated launch of a broader portfolio of live events and awards, make the MBI brands essential tools for the leaders and key decision makers in the creative and media sectors.


Business Review


EliteBrand values

Elite, a quarterly and annual rewards programme linked to exceptional sales performance, was launched in 2012. With exclusive events and other rewards, the programme was key to the strong 2012 performance of the Group. At the beginning of 2013, Elite was extended beyond sales to welcome all high performers across the Group.

Top Right Group is founded on five core businesses competencies: great content, world class sales and marketing, product innovation, excellent customer service and underpinning them all, people. We work hard to attract, develop and retain the most talented people in the industry and provide them with training and development throughout their career.

The Group aims for timely, transparent communications with everyone across the business and consults with its people on a regular basis, ensuring a common awareness of the business objectives and performance of the brands they work on, their business and the overall Group.

The Group is committed to employing, developing and promoting individuals from diverse backgrounds and from all sections of society. The Group believes in treating all employees fairly and without discrimination throughout recruitment, induction and development.

Developing our staffAs a destination employer, Top Right Group aims to ensure that employees are given every opportunity to do the best job they can for the Company and to grow skills, gain experience and continually develop to meet their career and our business aspirations.

The Company operates a high performance culture. Everyone has a personal development plan and receives regular reviews with 360° feedback. Development help is proactively offered as people learn new ways of working to further improve results. Training is conducted across the Group by external experts as well as internal specialists.

Our people

High potential/high performance culture businesses.Tracey GrayPeople Director



Business Review

39/

Project DeadlineCase study

The EMAP business has evolved and progressed from a traditional print focused publishing business, to offering customers its excellent content across any platform they chose to access it. To support this strategy the learing and development team worked with the EMAP executive and editorial team to design a multi-channel development programme for 70 members of their content teams.

This has helped improve the quality and relevance of the content across EMAP’s different platforms, such as tablet and mobile, and positively contributed to the overall increase in customer subscription volumes.

252learning events in 2012

1,700+Top Right Group employees around the world

With a focus on growth, particularly internationally, the ‘Give an Hour’ initiative encourages the leaders of the businesses or geographic regions and other internal experts to share their knowledge through a ‘lunch and learn’ format. Since launch, this has included sessions on Doing Business in China and Brazil, Trademarks, Mergers and Acquisitions, Business Finance, Public Relations and Social Media.

Each year Top Right Group invests in bringing together over 500 members of the worldwide sales and marketing community at an annual conference and awards event, and also hosts a content conference for over 170 creative experts. With keynotes from inspirational external speakers, workshops and a customer panel, these events are designed to motivate, inspire and educate the teams to help them achieve their potential. Throughout 2012, Top Right Group allocated significant investment to improve core skills across our sales teams and will retain an ongoing focus on sales development in 2013 and beyond.

Sales graduatesTop Right Group hired more than 30 graduates in 2012, who collectively delivered more than £2.5m revenue to the Group. The graduate scheme will be further extended in 2013.

OpportunitiesAs a fast-growing global Group, the business offers opportunities to develop both sector and skill-specific expertise, and also international experience around the world. In 2012 we built senior management teams, including international transfers and recruiting new international leaders to further drive our emerging market success. In 2013 we will be focusing on developing a group of leaders within the business who have been identified as having the potential to organically grow businesses in the future through our Future Growth Champions Programme.

Rewarding excellenceThe aim at Top Right Group is for all employees to have elements of their reward linked to performance and give everyone who performs well the opportunity to earn a bonus. Part of staff remuneration is a range of flexible benefits, which employees can tailor to their own specific circumstances and requirements. The Group employs the best talent in their industries and strives to offer the widest opportunities for career succession and development to its people.


Business Review


IntroductionThe Group is jointly owned by Apax Partners and Guardian Media Group.

Apax is one of the world’s leading private equity investment groups. It operates across North America, Europe, Israel and Asia and has more than 30 years of investing experience. Committed capital to date for funds advised by Apax throughout history total over $40bn around the world. These funds provide long-term equity financing to build and strengthen world-class companies.

Guardian Media Group is one of the UK’s leading multimedia companies. GMG is owned by The Scott Trust Ltd, which was created in 1936 to secure the financial and editorial independence of the Guardian newspaper in perpetuity.

Top Right GroupBoard of Directors

The Directors of the Board oversee the investment and governance at Top Right Group.



Business Review

41/

Tom Hall – ChairmanTom joined Apax in 1998. He previously worked at Deutsche Morgan Grenfell and S G Warburg. Tom holds an MA in English Literature from Trinity College, Cambridge.

Duncan Painter – Chief Executive OfficerDuncan joined Top Right Group as CEO in October 2011. Prior to this he was at BSkyB, a Global Product Leader at Experian, and CEO of consumer intelligence company, Clarity Blue.

Mandy Gradden – Chief Financial OfficerMandy joined Top Right Group as CFO in January 2013. Her previous roles include CFO at Torex where she was a key member of the team that successfully turned around the business, and Detica, where she was instrumental in managing the company’s growth from £39m to £203m during her six year term.

Irina HemmersIrina joined Apax in 2001. She has prior experience at McKinsey and holds an MA in International Economics from University of Innsbruck/Tulane University and an MPA in Public Administration from Harvard.

Andrew MillerAndrew joined GMG and was appointed to the Board in 2009 as CFO before being promoted to CEO in July 2010. Andrew was previously Group CFO of Trader Media Group, which is jointly owned by GMG and Apax Partners. He has also worked at PepsiCo, Bass plc and Proctor and Gamble.

Darren SingerDarren joined GMG and was appointed to the Board in 2011 as CFO. Darren was previously CFO, EMEA at WPP-owned global agency network GroupM. He has also worked at BSkyB, the BBC and PwC.

The Directors of Top Right Group Limited are Duncan Painter (CEO) and Mandy Gradden (CFO). They are assisted in the management of the Group by Tom Hall and Irina Hemmers from Apax Partners and Andrew Miller and Darren Singer from Guardian Media Group, the Directors of Top Right Group’s parent company.


Governance


The Directors submit their report and financial statements for the year ended 31 December 2012.

Principal activitiesTop Right Group Limited (‘the Company’ or ‘Top Right Group’) and its subsidiaries (together ‘the Group’) operate in the global business-to-business media industry. Principal activities are the provision of digital information services, conferences, large scale exhibitions and events, publishing in both print and digital and award ceremonies. The rights to these activities are either owned by, or licensed to the Group.

The Group’s ultimate parent company, Eden 2 & Cie SCA, is jointly owned by funds managed by Apax Partners Europe Managers Limited (‘Apax’) and Guardian Media Group plc (‘GMG’) and was established to acquire the Group.

The senior managers who have oversight of the investment in the Group and/or are Directors of the Company are set out on page 41.

The directors of the company who held office at any time during or since the end of the year are set out below:

1. Duncan Painter2. Mandy Gradden (appointed 02 January 2013)3. Emily Gestetner (resigned 30 June 2012)4. John Gulliver (appointed 11 June 2012, resigned

2 January 2013)

Operating and financial performance 2012The results for the Group are set out in the consolidated income statement on page 50.

The Group reported earnings before interest, tax, depreciation, impairment and amortisation (‘EBITDA’) of £70.3m (2011: £86.0m) on revenues of £251.7m (2011: £249.4m). Underlying operating profit before amortisation of intangible fixed assets, and restructuring items was £64.7m (2011: £81.9m).

Directors’ report

The decrease in underlying operating profit from 2011 is primarily driven by the impact of the sale of the CAP Motor Research division in May 2012 which contributed £5.0m to underlying operating profit in the year (2011: £13.0m) as well as investment in sales and marketing.

2012 £’m

2011 £’m

Revenue 251.7 249.4Cost (181.4) (163.4)

EBITDA 70.3 86.0Depreciation and amortisation

of software (5.6) (4.1)

Underlying operating profit 64.7 81.9

Restructuring items, amortisation and impairment of intangible assets (41.1) (22.3)

Operating profit 23.6 59.6

Despite the continuing economic challenges in the markets in which the Group operates, the robust performance of the Group led to total revenues (excluding CAP Motor Research) growing by 6.0% year on year (7.4% on a constant currency basis), with the Cannes Lions Festival of Creativity performing particularly strongly. The Group has responded to the challenging market conditions by investing significantly in the business, particularly around improving the product offerings in the 4C segment, while reorganising the business with an increased focus on product innovation, customer service, content and sales and marketing to ensure that the right conditions exist for the Group’s industry-leading brands to grow.

The Group incurred restructuring costs of £17.0m excluding amortisation and impairment of intangible assets (2011: £7.0m) as detailed in Note 4. This programme of investment covers property moves, corporate restructuring within the Group, introduction of new technology platforms, costs associated with exiting outsourced service contracts for IT and payroll and the rollout of an integrated customer relationship management and invoicing system.


Governance


The Group undertakes a periodic review of its intangible assets to ensure alignment with external market prices and conditions. As a result of this review, an impairment of £13.8m has been recognised in the year (2011: £5.2m). £11.7m relates to a reduction in the carrying value of DeHavilland, the political information business. These assets were classified as held for sale in the prior year and were reclassified back to intangible assets when the prospective buyer abandoned their offer following a referral by the UK Competition Commission. The impairment has reduced the carrying value of goodwill and intangibles relating to DeHavilland to £nil (2011: £12.3m). A further £2.1m (2011: £nil) relates to the impairment of software assets due to a reassessment of their remaining useful lives. As part of the Group transformation programme, these assets will be replaced in 2013.

In addition, an impairment of tangible fixed assets has been recognised in the year for £1.0m (2011: £nil) relating to the write down of the leasehold improvements of the Group’s former London office.

Net financing expenseThe Company’s net financing expense was £6.7m during the year (2011: £7.2m). The reduced expense is predominantly driven by favourable foreign exchange rate movements on preference shares.

DividendsAn ordinary dividend of £9.9m (2011: £23.5m) was paid during the year. The Directors do not recommend payment of a final dividend (2011: £23.5m). Dividends on preference shares of £12.1m were paid during the year (2011: £12.5m).

Cash flowThe Group generated operating cash of £56.4m (2011: £90.3m). Cash has been used to reinvest in product innovation, customer service, sales and marketing and people. It has also been used for new acquisitions.

Balance sheetThe Group’s balance sheet is disclosed on page 51 of the financial statements.


Governance


Revenue £mexcl CAP Motor Research

Year ended31 Dec 2012 244.0

230.2Year ended31 Dec 2011

220 230 240 250

EBITDA £mexcl CAP Motor Research

Year ended31 Dec 2012 65.3

73.0Year ended31 Dec 2011

0 20 40 60 80

Deferred Subscriptions £mexcl CAP Motor Research

As at31 Dec 2012 38.6

39.5As at31 Dec 2011

0 10 20 30 40

Headcountexcl CAP Motor Research

Year ended31 Dec 2012 1,420

1,380Year ended31 Dec 2011

1,250 1,350 1,450

Key Performance IndicatorsDuring the course of the year the Board set operational KPIs which are tracked and reviewed at each Board meeting in order to assess performance. The charts below represent those KPIs.

RevenueMeasures the level of continuing operating activity and growth of the business. Revenue for the period is as stated in Note 2 to the financial statements.

Directors’ reportContinued

EBITDA Measures earnings before interest, tax, amortisation, depreciation, impairments and restructuring costs, as defined in the accounting policies, and provides a measure of the underlying profitability of the business.

SubscriptionsRepresents the value of invoices for future subscriptions and provides a measure at each balance sheet date of the underlying strength of future revenue.

HeadcountRepresents the average number of full time employees employed in each financial year and constitutes a major component of the Group’s cost base.

Future OutlookDespite challenging external market conditions in 2012, the underlying strength of the Group’s brands delivered healthy growth in revenue. The significant investments made in the business during 2012 and the reshaping of the divisions into focused and independent lines of business, leaves the Group well placed for revenue and profit growth in 2013.


Governance


Principal Risks and UncertaintiesEconomic factorsA significant change in the global economy or more specifically to the economic backdrop of any of the markets served by the Group may lead to a decline in the performance of any of the Group’s principal brands, particularly in those divisions more exposed to discretionary spend such as advertising as a major source of revenue. This could have an adverse impact on the Group’s operational results. The operating businesses constantly monitor the performance of all of their brands and are strategically positioned to reduce the dependence on advertising by increasing the level of subscription revenues. Subscription revenues, which are typically committed annually, account for 34% of all Group revenues.

Migration from printCustomers increasingly consume their media in a variety of different ways including online, via mobile or app and on the page. EMAP has continued to invest in new platforms to address the changing needs of its readers, advertisers and other customers by providing access to its subscription content through a range of new media.

EMAP’s strategy has been to treat all new media as complementary to traditional print delivery and adapt the content to meet the audience’s needs depending on the medium. The speed of this transition to digital, multi-touch points differs from market to market but each division remains very close to its given market so as to understand customer expectations and whether their needs are being met.

Risk ManagementOperational riskThe scale and diversity of the Group creates inherent operational risk that internal systems and processes fail or are inadequate to meet the business needs. The Group had outsourced technology, HR and elements of the accounting functions, to external providers, but has now partially reversed that decision where processes can be more effectively managed and a better quality of service delivered by an in-house team of experts.

Liquidity risk The Group’s objectives are to safeguard its ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. The Group’s cash position is monitored and reported by the Treasurer on a daily basis. Cash flow

is tightly managed and reported to the Board monthly. Treasury policies are pre-approved by the Board and all foreign exchange dealings are authorised by the Chief Financial Officer or her nominated alternate.

Foreign Exchange riskThe Group earns foreign currency profits, principally in US Dollars and Euros and pays foreign currency interest on US Dollar and Euro bank debt. The Board approves the Group’s hedging strategy. The Group had no foreign exchange hedges in place as at 31 December 2012 (2011: none).

Credit riskCredit risk arises from deposits with banks and financial institutions, as well as credit exposure to customers. The Group minimises its risk by dealing with only a limited range of financial institutions with secure credit ratings and ensures that there is no significant concentration of deposits. Counterparty limits are pre-agreed by the Board and monitored on a daily basis. The Group incurs credit risk in the usual course of business. In the subscription and event businesses credit risk is limited as cash is generally received before the service is provided. The Group considers that it is not exposed to a significant amount of either customer credit or bad debt risk due to the diversified and fragmented nature of the customer base.

Pricing riskThe Group faces pricing risk. This arises from general market pressures in a tougher trading environment and also from pricing strategies of its competitors. Senior management manage this risk by reviewing pricing strategies and constant monitoring of the external competitive environment.

Insurance riskThe Group maintained a Directors’ and Officers’ liability insurance policy throughout the period. In accordance with the Company’s Articles of Association and to the extent permitted by the laws of England and Wales, the Directors are granted an indemnity from the Group in respect of those liabilities incurred as a result of their office. The Group maintained the usual business insurances to ensure that the activities undertaken by the Group were adequately covered.


Governance


Capital structureThe Group is financed by its parent undertaking, which in turn is financed by a combination of debt and equity. The Group has equity totalling £65.6m (2011: £65.6m) and preference shares totalling £241.6m (2011: £250.4m).

The Group’s major banking facilities (held by its parent undertaking) are detailed below:

Facility £’m

Drawn £’m

Final maturity

£’m

Margin over

LIBOR %

Senior facility A 67.1 67.1 March 2015 2.5Senior facility B 193.6 193.6 March 2016 3.25Senior facility C 193.6 193.6 March 2017 4.0Senior facility D 11.0 11.0 March 2015 2.5Revolving credit facility 15.0 – March 2015 2.5Mezzanine facility 97.9 97.9 March 2018 10.25

These financing agreements require the Group to adhere to minimum covenant limits in respect of debt cover, cash flow cover, interest cover and capital expenditure. The Group operated within its covenant limits during the year.

Employees To serve its customers, Group companies are committed to attracting, retaining and developing the most talented people that work within the industry. Further details are given in the People Director’s report on page 38.

SustainabilityTop Right Group is committed to working with all its nominated suppliers to achieve the most economical and environmentally friendly way possible to manufacture all printed matter produced and constantly assess carbon footprints across the portfolio of titles. The Group’s contracted print suppliers all hold PEFC, FSC Chain of Custody and are 14001 accredited, ensuring that the paper stock for our weekly and monthly titles are sustainably sourced.

DonationsTop Right Group is a Patron of the Prince’s Trust and helps employees donate to charity and support our local communities through a fundraising matching scheme and a payroll administered Give as You Earn Scheme. The Group has not made any political donations during the year.

Directors’ reportContinued

Creditor payment policyThe Group recognises the benefits to be derived from maintaining good relationships with its suppliers and accordingly the Group ensures that, wherever possible, its payments to suppliers for goods and services are made in accordance with the suppliers’ terms and conditions. For the year ended 31 December 2012 the Group’s average creditor days were 44 days (2011: 44 days).

Corporate responsibilityAs a leading media organisation, the Company is committed to play its part in creating a fair society that lives within the means of our planet. Driven by our duty to our subscribers and communities, the Group will allow our audiences, customers, employees, advertisers and suppliers to build a more sustainable future. In partnership with GMG we have created a sustainability vision with ten focus points, which are Audiences and Customers, Governance, Products and Services, Advertising, Environmental Management, Carbon Management, Procurement, Employee Engagement, Embedding Sustainability into the Workplace, and Community.

Contractual arrangementsIn common with the industry that the Group operates in, numerous small contractual arrangements are entered into in the normal course of business. Significant contractual relationships include business applications supplied by Salesforce and Sky IQ as well as the outsourcing of financial processing to Tata Consultancy Services. Events also have contractual arrangements with venue providers which are essential to its business. Insurance is held to cover the Group against loss of profits should these venues become unavailable.

Going concernThe Group is financed by its parent undertaking. The parents’ principal bank facilities, which expire between 2015 and 2018, are secured by a fixed and floating charge over the Group’s assets. The financial covenants of the existing facilities include interest cover, leverage cover and cash flow cover. At 31 December 2012, the Group was in compliance with all its financial covenants.


Governance


On 25 January 2013, the Group completed amendments to its facility agreements with Senior and Mezzanine lenders, which amended the terms of certain covenants, while extending the maturity of debt facilities. As part of this agreement, the Group agreed to make a prepayment of £110.0m in total of its Facility B and Facility C debt, provided additional margin to consenting lenders for the extended facilities and cancelled the Senior Debt that it had previously bought back. This has not only provided additional covenant headroom on financing facilities, but has also significantly reduced the debt held. The sale of the CAP Motor Research division which realised net cash proceeds of £166.1m (after transaction costs) was used to make this repayment.

The trading forecasts prepared show that there is sufficient headroom against all financial covenants for a period of not less than 12 months from the date of approval of these financial statements. Furthermore, the Board has considered a number of potential scenarios that may further increase headroom against its financial covenants in the event that it need to do so: these include delaying certain discretionary capital expenditure, further divestment of certain of its operations and further reducing operating expenditure currently included in the forecasts.

Based on this assessment, it is the Board’s view that the Group will have adequate resources to continue as a going concern for the foreseeable future, and are satisfied that the statutory financial statements should be prepared on a going concern basis.

Duncan Painter Mandy GraddenDirector Director

12 June 2013

Registered Number: 0435820


Governance


Statement of Directors’ responsibilities

The Directors are responsible for preparing the Directors’ Report and the Group and parent company financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare Group and parent company financial statements for each financial year. Under that law they have elected to prepare the Group financial statements in accordance with IFRSs as adopted by the European Union (the EU) and have elected to prepare the parent company financial statements in accordance with UK Accounting Standards and applicable law (UK Generally Accepted Accounting Practice).

Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and parent company and of their profit or loss for that period. In preparing each of the Group and parent company financial statements, the Directors are required to:

- select suitable accounting policies and then apply them consistently;

- make judgements and estimates that are reasonable and prudent;

- for the Group financial statements, state whether they have been prepared in accordance with IFRSs as adopted by the EU;

- for the parent company financial statements, state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and the parent company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the parent company’s transactions and disclose with reasonable accuracy at any time the financial position of the parent company and enable them to ensure that its financial statements comply with the Companies Act 2006.

They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.




49/

We have audited the financial statements of Top Right Group Limited for the year ended 31 December 2012 set out on pages 50 to 90. The financial reporting framework that has been applied in the preparation of the Group financial statements is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the EU. The financial reporting framework that has been applied in the preparation of the Company financial statements is applicable law and UK Accounting Standards (UK Generally Accepted Accounting Practice).

This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the Company’s members, as a body, for our audit work, for this report, or for the opinions we have formed.

Respective responsibilities of Directors and auditorAs explained more fully in the Directors’ Responsibilities Statement set out on page 48, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit, and express an opinion on, the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board’s Ethical Standards for Auditors.

Scope of the audit of the financial statements A description of the scope of an audit of financial statements is provided on the Financial Reporting Council’s website at www.frc.org.uk/auditscopeukprivate.

Opinion on financial statements In our opinion:

- the financial statements give a true and fair view of the state of the Group’s and of the Company’s affairs as at 31 December 2012 and of the Group’s profit for the year then ended;

- the Group financial statements have been properly prepared in accordance with IFRSs as adopted by the EU;

- the Company financial statements have been properly prepared in accordance with UK Generally Accepted Accounting Practice;

- the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

Opinion on other matter prescribed by the Companies Act 2006 In our opinion the information given in the Directors’ Report for the financial year for which the financial statements are prepared is consistent with the financial statements.

Matters on which we are required to report by exception We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

- adequate accounting records have not been kept by the Company, or returns adequate for our audit have not been received from branches not visited by us; or

- the Company financial statements are not in agreement with the accounting records and returns; or - certain disclosures of directors’ remuneration specified by law are not made; or - we have not received all the information and explanations we require for our audit.

Hugh Green (Senior Statutory Auditor)For and on behalf of KPMG LLP, Statutory AuditorChartered Accountants 15 Canada Square, London, E14 5GL

12 June 2013

Independent auditor’s report to Top Right Group Limited




2012 £’m

2011 £m

Note

before restructuring

costs, amortisation

and impairment

restructuring costs, gains on disposal,

amortisation and

impairmentstatutory

results

before restructuring

costs, amortisation

and impairment

restructuring costs, gains on disposal,

amortisation and

impairmentstatutory

results

Continuing operationsRevenue 2 251.7 — 251.7 249.4 — 249.4Cost of sales 4 (57.6) — (57.6) (54.3) — (54.3)Distribution expenses 4 (3.9) — (3.9) (4.2) — (4.2)Administrative expenses 4 (125.5) (41.1) (166.6) (109.0) (22.3) (131.3)

Operating profit 64.7 (41.1) 23.6 81.9 (22.3) 59.6Gain on disposal 6 — 169.3 169.3 — — —Finance costs 8 (15.9) — (15.9) (13.8) — (13.8)Finance income 8 9.2 — 9.2 6.6 — 6.6

Profit before taxation 58.0 128.2 186.2 74.7 (22.3) 52.4Taxation 9 (0.2) (6.4)

Retained profit for the year 186.0 46.0

Comprehensive incomeForeign exchange translation differences

recognised in equity (3.4) (4.0)

Total comprehensive income and expense for the year 182.6 42.0

Attributable to:Equity holders of the parent 182.6 42.0

All results were from continuing operations.

There are no material differences between the results as disclosed in the income statement and the results on a historical cost basis.

Consolidated income statement




51/

Consolidated balance sheet

Note2012 £’m

2011 £’m

AssetsNon-current assetsIntangible assets 13 331.8 318.9Property, plant and equipment 14 12.9 5.2Investments 15 0.6 0.4Deferred tax assets 25 11.2 10.3

356.5 334.8

Current assetsAssets held for sale 16 — 12.3Inventories 17 12.5 14.8Trade and other receivables 18 288.3 225.8Cash and cash equivalents 20 155.6 47.0

456.4 299.9

LiabilitiesCurrent liabilitiesTrade and other payables 21 146.7 127.9Current tax liabilities 2.5 2.4Provisions 24 2.3 1.2

151.5 131.5

Non-current liabilitiesDeferred tax liabilities 25 15.4 19.6Other non-current liabilities 23 0.8 1.4Financial instruments 26 241.6 250.4Provisions 24 0.3 1.2

258.1 272.6

Net assets 403.3 230.6

Shareholders’ fundsCapital and reservesCalled up share capital 26 65.6 65.6Share premium account 26 326.9 326.9Capital redemption reserve 26 284.9 284.9Translation reserve 27 5.7 9.1Retained earnings 28 (279.8) (455.9)

Shareholders’ funds 403.3 230.6

The financial statements were approved by the Board of Directors on 12 June 2013 and were signed on its behalf by:


Registered number: 0435820




Issued share

capital£’m

Share premium

£’m

Capital redemption

reserve£’m

Translation reserve

£’m

Retained earnings

£’mTotal£’m

At 1 January 2011 65.6 326.9 284.9 13.1 (478.4) 212.1Exchange differences on translation of foreign operations — — — (4.0) — (4.0)Profit for the year attributable to equity holders of the parent — — — — 46.0 46.0Dividends paid — — — — (23.5) (23.5)

At 1 January 2012 65.6 326.9 284.9 9.1 (455.9) 230.6Exchange differences on translation of foreign operations — — — (3.4) — (3.4)Profit for the year attributable to equity holders of the parent — — — — 186.0 186.0Dividends paid — — — — (9.9) (9.9)

At 31 December 2012 65.6 326.9 284.9 5.7 (279.8) 403.3

Consolidated statement of changes in equity




53/

Consolidated cash flow statement

Note2012 £’m

2011 £’m

Cash flow from operating activitiesCash generated from operations 10 61.9 88.6Interest received 0.4 0.7Transaction costs associated with disposal of CAP Motor Research 6 (2.4) —Transaction costs associated with acquisition and disposal activities 4 (2.9) —Income tax (paid)/received (0.6) 1.0

Net cash generated from operating activities 56.4 90.3

Cash flow from investing activitiesAcquisition of business, net of cash acquired 5 (17.6) —Acquisition and internal development of software 13 (12.4) (5.0)Acquisition of property, plant and equipment 14 (7.2) (2.9)Acquisition of investments 15 (0.2) —Acquisition of other intangible assets — (0.4)Disposal of business operation 6 168.5 —

Net cash generated from investing activities 131.1 (8.3)

Cash flows from financing activitiesDividends paid (9.9) (23.5)Loans to group undertakings (67.7) (61.2)

Net cash used in financing activities (77.6) (84.7)

Net increase/(decrease) in cash and cash equivalents 109.9 (2.7)Cash and cash equivalents at the beginning of the year 20 47.0 49.9Effect of exchange rate fluctuations on cash and bank overdrafts (1.3) (0.2)

Cash and cash equivalents at the end of the year 20 155.6 47.0

Preference share dividends have been presented as part of loans to group undertakings. The prior year comparative has been updated to reflect the presentation change.




Notes to the consolidated financial statements

1. Principal accounting policiesAuthorisation of financial statementsThe financial statements of the Group for the year ended 31 December 2012 were authorised for issue by the Board of Directors on 12 June 2013 and the balance sheet was signed on the Board’s behalf by Duncan Painter and Mandy Gradden.

Basis of preparationThese financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and International Financial Reporting Interpretations Committee’s (IFRIC) interpretations as adopted by the European Union (EU) applicable at 31 December 2012 and those parts of the Companies Act 2006 applicable to companies reporting under IFRS.

Application of new or amended EU endorsed accounting standardsThe following standards have been adopted for the first time in these financial statements:

1) IAS 1 Presentation of items of Other Comprehensive Income (Amendment) – the amendment had no impact on the Company’s financial statements.

2) IFRS 13 Fair Value Measurement – the amendment had no impact on the Company’s financial statements.3) IFRS 7 Offsetting Financial Assets and Financial Liabilities (Amendment) – the amendment had no impact

on the Company’s financial statements.

Basis of measurementThe consolidated financial statements have been prepared under the historical cost convention, as modified by the fair value revaluation of derivatives. Accounting policies have been applied consistently to both years presented. Where applicable, certain comparative amounts in the consolidated statement of comprehensive income have been reclassified to conform to the current year’s presentation.

Going concern basis of accountingThe consolidated financial statements have been prepared on a going concern basis which assumes that the Group will be able to meet the mandatory repayment terms of the banking facilities held in the Group’s parent. In early 2013, Top Right Group’s parent completed amendments to its facility agreements with Senior and Mezzanine lenders, which amended the terms of the covenants, while extending the maturity of debt facilities. As part of this agreement, the Group agreed to make a prepayment of £110.0m in total of its Facility B and Facility C debt, provided additional margin to consenting lenders for the extended facilities and cancelled the Senior Debt that it had previously bought back. This not only provided additional covenant headroom, but has also significantly reduced the debt held by Top Right Group’s parent.

Additionally, as part of the Group transformation which was ongoing during the year and continued in early 2013, the Group invested in projects that allow greater efficiency and cost savings, and position the Group for growth in the future. These have been factored into the trading forecasts prepared, which show that there is sufficient headroom against all financial covenants for a period of not less than 12 months from the date of approval of these financial statements.

Based on this assessment, it is the Board’s view that the Group will have adequate resources to continue as a going concern for the foreseeable future, and are satisfied that the statutory financial statements should be prepared on a going concern basis.

Functional and presentation currencyThese consolidated financial statements are presented in Pounds Sterling, which is the Company’s functional currency. All financial information presented in sterling has been rounded to the nearest hundred thousand, except where otherwise indicated.




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1. Principal accounting policies continuedThe following summarises the principal accounting policies adopted by the Directors, which have been adopted consistently.

(a) Basis of consolidationThe Group financial statements consolidate the accounts of the Company and its subsidiary undertakings for the year ended 31 December 2012. A subsidiary is an entity (including special purpose entities) over which the Group has the power to govern the financial and operating policies, generally accompanying a shareholding of more than 50% of the voting rights. The results of each subsidiary are included from the date that control transferred to the Group and are adjusted to align accounting policies with the Group’s accounting policies. Subsidiaries are no longer consolidated from the date that control ceases. All intercompany balances and transactions are eliminated in full.

Acquisitions are accounted for using the purchase method of accounting. The cost of an acquisition is the cash paid together with the fair value of other assets given, equity instruments issued and liabilities incurred or assumed. Costs directly attributable to the acquisition have been expensed as restructuring items. The acquired identifiable assets, liabilities and contingent liabilities are measured at their fair values at the date of acquisition, irrespective of the extent of any non-controlling interest. Independent expert valuers are used to ascertain the fair values of acquired intangible assets if material. The excess of the cost of acquisition over the fair value of net assets assumed is recorded as goodwill.

(b) Investments in associates and joint venturesAn associate is an entity over which the Group is in a position to exercise significant influence but not control, generally accompanying a shareholding of between 20% to 50% of the voting rights. A joint venture is an entity over which the Group exercises joint control, usually through a contractual arrangement. The Group’s investments in associates and joint ventures are recognised using the equity method of accounting.

Investments in associates and joint ventures are initially recognised at cost and thereafter are carried in the balance sheet at cost less any impairment in value, and include the carrying value of related goodwill and the Group’s share of changes in the associate or joint venture’s net assets since acquisition. The income statement reflects the Group’s share of an associate or joint venture’s profit after tax. Where the Group’s share of losses in an associate or joint venture exceeds its investment, the Group ceases to recognise further losses unless an obligation exists for the Group to fund the losses. Where a change in net assets has been recognised directly in the associate or joint venture’s equity, the Group recognises its share of those changes in the statement of changes in equity when applicable.

Adjustments are made to align the accounting policies of the associate or joint venture with the Group’s and to eliminate the Group’s share of unrealised gains and losses on transactions between the Group and its associates and joint ventures.

(c) InvestmentsInvestments are held at cost less provision for impairment. Initial recognition of investments is at the fair value of the assets given, equity instruments issued and liabilities incurred or assumed.

(d) Intangible assetsGoodwill is measured at cost less any accumulated impairment losses. Goodwill is reviewed for impairment either annually or more frequently if events or changes in circumstances indicate a possible decline in the carrying value. Impairment is determined by comparing the recoverable amount of the cash-generating unit or group of cash-generating units which are expected to benefit from the acquisition in which the goodwill arose, to the carrying value of the goodwill. The recoverable amount is the greater of an asset’s value in use and its fair value less costs to sell. Value in use is calculated by discounting the future cash flows expected to be derived from the asset or group of assets in a cash-generating unit at the Group’s cost of capital, adjusted for risk in a specific market if relevant. The discount and growth rates used in the value in use calculations are disclosed in Note 13 of the financial statements. Where the recoverable amount is less than the carrying value, the goodwill is considered impaired and is written down through the income statement to its recoverable amount.




Notes to the consolidated financial statements Continued

1. Principal accounting policies continuedIntangible assets acquired as part of a business acquisition are capitalised at fair value at the date of acquisition. Intangible assets purchased separately are capitalised at cost. After initial recognition, all intangible fixed assets are measured at cost less accumulated amortisation and any accumulated impairment losses. Intangible fixed assets which have been assigned a finite life are amortised and tested for impairment if events or changes in circumstances indicate that the carrying value may have declined. This is done on a similar basis to the testing of goodwill, either for individual assets or at the level of a cash-generating unit. Useful lives are examined every year and adjustments are made, where applicable, on a prospective basis. Amortisation is charged on assets with finite lives on a systematic basis over the asset’s useful life, which in all cases is a maximum period of 20 years.

Where an intangible asset has been assigned an indefinite useful life, it is not amortised and is reviewed for impairment either annually or more frequently if events or changes in circumstances indicate a possible decline in the carrying value.

Purchase of software or direct costs relating to internal development of software are capitalised and amortised over their anticipated useful lives.

Website development costs relating to websites which are revenue generating are capitalised and amortised over 4 years. Development costs relating to websites which are not revenue generating are taken immediately to the income statement.

(e) Property, plant and equipmentProperty, plant and equipment are stated at cost less accumulated depreciation and any impairment in value. Depreciation is calculated in such a way as to write off the cost of an asset, less its residual value, on a straight-line basis over its estimated useful life – as follows:

- Short leasehold property – over the period of the lease; and - Office equipment and vehicles – 1 to 7 years

Estimated useful lives and residual values are reviewed at each reporting date.

The carrying values of property, plant and equipment are reviewed for impairment when events or changes in circumstances indicate these values may not be recoverable. If there is an indication that impairment does exist the carrying values are compared to the estimated recoverable amounts of the assets concerned. The recoverable amount is the greater of an asset’s value in use and its fair value less the cost of selling it. Value in use is calculated by discounting the future cash flows expected to be derived from the asset. Where the carrying value of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. Impairment losses are recognised in the income statement.

An item of property, plant or equipment is written off either on disposal or when there is no expected future economic benefit from its continued use. Any gain or loss on de-recognition of the asset (calculated as the difference between the net disposal proceeds and the carrying value of the asset) is included in the income statement in the year the item is de-recognised.

(f) InventoriesInventories are stated at the lower of cost and net realisable value. Cost represents purchase cost, including attributable overheads, and is determined using a first-in, first-out basis. Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and costs necessary to make the sale.

Prepaid costs relating to exhibitions are deferred within inventories at the lower of cost or net realisable value. These costs are charged to the income statement when the exhibition takes place.




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1. Principal accounting policies continued(g) Trade and other receivablesTrade receivables are recognised initially at fair value and subsequently measured at amortised cost, less provision for impairment. Specific provisions are made and charged to the income statement when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms. Collective provisions are made based on estimated losses inherent within receivables, based on the overall level of receivables past due. These provisions are developed over time based on the review of aged debt, the type of debt and experience.

The carrying amount of the asset is reduced through the use of an allowance account and the amount of the loss is recognised in the income statement. When a trade receivable is uncollectible, it is written off against the allowance account for trade receivables. Subsequent recoveries of amounts previously written off are credited to the income statement.

(h) Cash and cash equivalentsCash and cash equivalents includes cash, short-term deposits and other short-term highly liquid investments with an original maturity of three months or less. For the purpose of the consolidated cash flow statement, cash and cash equivalents are as defined, net of outstanding bank overdrafts.

(i) Borrowings Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently stated at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the income statement over the period of the borrowings using the effective interest method.

Where borrowings are designated in an effective fair value hedge relationship which qualifies for hedge accounting treatment, the hedged portion of the borrowing is revalued to fair value with all gains and losses taken to the income statement to offset against the gains and losses on the hedging instrument. Hedge accounting is adopted where derivatives such as ‘floating to fixed’ interest rate swaps are held as fair value hedges against floating interest rate borrowings. For hedge accounting treatment to apply, the hedge must be fully documented and be highly effective.

(j) ProvisionsProvisions are recognised when the Group has a present legal or constructive obligation as a result of a past event, when it is probable that an outflow of resources will be required to settle the obligation and when a reliable estimate can be made of the amount of the obligation. Where the Group expects some or all of a provision to be reimbursed, the reimbursement is recognised only when it is virtually certain. The expense relating to any provision is presented in the income statement net of any reimbursement. If the time value of money has a material effect on quantifying the provision, the provision is determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognised as a finance charge.

A provision for restructuring is recognised when the Group has approved a detailed and formal restructuring plan, and the restructuring either has commenced or has been announced publicly. Future operating losses are not provided for.

(k) Foreign currency translationThe functional and presentation currency of the Group is Sterling (£). The functional currency of subsidiaries, associates and joint ventures is the currency of the primary economic environment in which they operate.

Transactions in foreign currencies are initially recorded at the functional currency rate applicable at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the functional currency rate of exchange in force at the reporting date. All differences are taken to the income statement except for those on foreign currency borrowings that provide a hedge against an investment in a foreign entity. These are taken directly to equity until the disposal of the investment, at which time they are recognised in the income statement.





1. Principal accounting policies continuedTax charges and credits attributable to exchange differences on those borrowings are also dealt with in equity. Non-monetary items that are measured at historical cost in a foreign currency are translated using the exchange rate in force at the date of the initial transaction.

As at the reporting date, the assets and liabilities of overseas subsidiaries are translated into Sterling at the rate of exchange applicable at the reporting date and their income statements are translated at the average exchange rates for the period. The exchange differences arising from the retranslation of foreign operations are taken directly to a separate component of equity. On disposal of a foreign operation, the cumulative amount recognised in equity relating to that operation is recognised in the income statement as part of the gain or loss on sale.

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate.

(l) LeasesAssets held by the Group under leases which transfer to the Group substantially all of the risks and rewards of the ownership are classified as finance leases. On initial recognition, the leased asset is measured at an amount equal to the lower of its fair value and the present value of the minimum lease payments. Subsequent to initial recognition, the asset is accounted for in accordance with the accounting policy applicable to that asset.

Assets held under other leases are classified as operating leases and are not recognised in the Group’s balance sheet. Operating lease payments are recognised as an expense in the income statement on a straight-line basis over the lease term. The benefit of any lease incentives is recognised as a reduction in rental expense on a straight-line basis over the life of the lease.

(m) RevenueRevenue for goods sold is recognised when the significant risks and rewards of ownership have been transferred to a third party. Revenue for services provided is recognised at the point when it is probable that the economic benefits will flow to the Group and when the amount of revenue can be reliably measured.

Revenue is measured at the fair value of the consideration received, net of discounts, customs duties and sales taxes. Revenue is only recognised for barter transactions which are considered dissimilar to each other in nature, and a corresponding amount is included in operating costs.

The following recognition criteria also apply in specific cases:

Exhibition and conference income is recognised when the event has taken place. Information product subscription revenues are recognised in the income statement evenly over the life of the subscription. All advertising revenue is recognised on the date of publication.

Magazine subscriptions are recognised according to the dispatch date of the publication. A provision is deducted from circulation revenue for expected returns, and is adjusted for actual returns when this is known.

Pre-paid subscription revenues are shown as deferred income and released to the income statement over the life of the subscription.

(n) Finance costs and incomeFinance costs are recognised on an effective yield basis. Finance income is recognised on the accruals basis.

(o) Pension and other post-employment benefitsThe Group operates a defined contribution pension scheme. Contributions payable are charged to the income statement and included in staff costs as an operating expense as incurred.




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1. Principal accounting policies continued(p) Income taxThe Group is primarily subject to Corporation Tax in the UK and the US, and judgement and estimates of future profitability are required to determine the Group’s deferred tax position. If the final tax outcome is different to that assumed, resulting changes will be reflected in the income statement, unless the tax relates to an item charged to equity in which case the changes in tax estimates will also be reflected in equity.

Income tax on the profit or loss for the period comprises current tax and deferred tax. Income tax is recognised in the income statement, except to the extent that it relates to items recognised directly in equity in which case it is recognised in equity.

Current tax is tax payable based on taxable profits for the period, using tax rates that have been enacted or substantively enacted at the reporting date along with any adjustment relating to tax payable in previous years. Taxable profit differs from net profit in the income statement in that income or expense items that are taxable or deductible in other years are excluded – as are items that are never taxable or deductible. Current tax assets relate to payments on account not offset against current tax liabilities.

Using the liability method, deferred tax is provided on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes, except for the following temporary differences:

- goodwill that is not deductible for tax purposes; and - the initial recognition of assets or liabilities in a transaction that is not a business combination and which will

affect neither accounting nor taxable profit.

Deferred tax assets are recognised to the extent that it is probable that sufficient future taxable profits will be available to allow all or part of the deferred income tax asset to be utilised. The carrying amount of deferred income tax assets is reviewed at each reporting date.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year in which the asset is realised or the liability is settled, based on tax rates that have been enacted or substantively enacted at the reporting date. The deferred tax assets and liabilities are not offset when they relate to different countries.

(q) Derivatives and other financial instruments Derivatives, including currency options and swaps, forward exchange contracts, and interest rate swaps are initially recognised and subsequently measured at fair value. The full fair value of a hedging derivative is classified as a non-current asset or liability when the remaining hedged item has a maturity of more than 12 months, and as a current asset or liability when the remaining maturity of the hedged item is less than 12 months. Derivatives that do not qualify for hedge accounting are classified as a separate asset or liability. The fair value is determined by using market data and the use of established estimation techniques such as discounted cashflow and option valuation models.

The Group may designate certain of its derivative instruments as hedges of the fair value of its borrowings (fair value hedges) or hedges of investments in foreign operations (net investment hedges). Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recorded in the income statement, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.

The effective portion of changes in the fair value of derivatives that are designated and qualify as investment hedges is recognised in equity. To qualify for hedge accounting treatment, the hedging relationship must be expected to be effective and be designated and documented at its inception. Gains and losses accumulated in equity are included in the income statement when the corresponding foreign operation is disposed of. Gains or losses relating to the ineffective portion are recognised immediately in finance income or finance costs in the consolidated income statement.





1. Principal accounting policies continuedDerivatives which are not designated as hedging instruments or do not meet the criteria for hedge accounting are measured at fair value. Movements in their fair value are recognised in the consolidated income statement immediately.

The Group may undertake cash flow hedging for certain currency profit flows. Any foreign exchange differences arising on these cash flows hedges are recognised through equity until the hedged items are recognised.

Regular purchases and sales of financial assets are recognised on the trade date – the date on which the Group commits to purchase or sell the asset. Investments are initially recognised at fair value plus transaction costs for all financial assets not carried at fair value through profit or loss. Financial assets carried at fair value through profit or loss are initially recognised at fair value and transaction costs are expensed in the income statement. Financial assets are derecognised when the rights to receive cash flows from the investments have expired or have been transferred and the Group has transferred substantially all risks and rewards of ownership.

The Group assesses at each reporting date whether there is objective evidence that a financial asset or a group of financial assets is impaired. If any such evidence exists for available-for-sale financial assets, the cumulative loss – measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognised in profit or loss – is removed from equity and recognised in the income statement. Impairment testing of trade receivables is described in Note 1g.

(r) Amortisation and impairment of intangibles and restructuring itemsAmortisation and impairment of intangibles (other than software) and restructuring items are excluded from underlying results in order to provide a better understanding of the trading performance of the Group. The Group defines restructuring items as costs incurred by the Group in integrating acquired businesses, non-recurring business restructuring and the closure or disposal of business. These are disclosed separately to provide additional useful information to the users of the financial statements. Examples of events or transactions that may be classified as restructuring items include:

i) restructuring and reorganisation of businesses, including major transformational programmes and the implementation of material outsourcing arrangements;

ii) provision against impairment of fixed assets, including investments, intangible assets and goodwill; iii) costs relating to asset purchases and disposals including acquisition and disposal of investments and business

operations; iv) settlement of material claims; v) expenses relating to the wind down of the old ‘plc’ operations, including related corporate initiatives to streamline

the corporate structure and the costs of the property portfolio that was surplus to the Group’s requirements on its acquisition by Eden Acquisition 5 Limited;

vi) expenses relating to amortisation of capitalised fees on negotiations of debt financing arrangements.

(s) Assets held for saleWhere the Group expects to recover the carrying amount of a group of assets through a sale transaction rather than through continuing use, and a sale is considered to be highly probable at the reporting date, the assets are classified as held for sale and measured at the lower of cost and fair value less costs to sell.

No depreciation or amortisation is charged in respect of non-current assets classified as held for sale.




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1. Principal accounting policies continued(t) Employee benefits(i) Short-term employee benefitsShort-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognised for the amount expected to be paid under cash bonus schemes if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the obligation can be estimated reliably.

(ii) Termination benefitsTermination benefits are recognised as an expense when the Group is demonstrably committed, without realistic possibility of withdrawal, to a formal detailed plan to either terminate employment before the normal retirement date, or to provide termination benefits as a result of an offer made to encourage voluntary redundancy. Termination benefits for voluntary redundancies are recognised as an expense if the Group has made an offer of voluntary redundancy, it is probable that the offer will be accepted, and the number of acceptances can be estimated reliably. If benefits are payable more than 12 months after the reporting date, then they are discounted to their present value.

Critical accounting assumptions and judgementsThe preparation of accounts under IFRS requires the use of certain critical accounting assumptions, and requires management to exercise its judgement and to make estimates in the process of applying the Group’s accounting policies. The areas requiring a higher degree of judgement, or areas where assumptions and estimates are significant to the consolidated financial statements are discussed below.

(a) Use of estimatesThe preparation of financial statements in conformity with generally accepted accounting principles requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on management’s best knowledge of the amount, events or actions, actual results ultimately may differ from those estimates.

(b) Intangible assetsThe Group uses forecast cash flow information and estimates of future growth to both value acquired intangible assets and goodwill and to assess whether goodwill and intangible assets are impaired, and to determine the useful economic lives of its intangible assets. If the results of operations in a future period are adverse to the estimates used for impairment testing, an impairment may be triggered at that point, or a reduction in useful economic life may be required.

Standards issued but not yet effectiveThe standards and interpretations that are issued, but not yet effective, up to the date of issuance of the Group’s financial statements are disclosed below. The Group intends to adopt these standards, if applicable, when they become effective.

1) IFRS 10 Consolidated Financial Statements – the amendment will not impact on the Company’s financial statements.

2) IFRS 11 Joint Arrangements – the amendment will not impact on the Company’s financial statements.3) IFRS 12 Disclosure of Interests in other Entities – the amendment will not impact on the Company’s financial

statements.4) IAS 27 Separate Financial Statements – the amendment will not impact on the Company’s financial statements.5) IAS 28 Investments in Associates and Joint Ventures – the amendment will not impact on the Company’s

financial statements.6) IAS 32 Offsetting Financial Assets and Financial Liabilities (Amendment) – the amendment will not impact on the

Company’s financial statements.





2. RevenueThe revenue analysis in the table below is based on the location of the customer. All revenue in the year to 31 December 2012 is from continuing operations.

Cost2012 £’m

2011 £’m

United Kingdom 168.7 157.5Rest of the World 83.0 91.9

Total 251.7 249.4

An analysis of the Group’s revenue by category is as follows:

Cost2012 £’m

2011 £’m

Sale of goods 86.3 95.0Rendering of services 165.4 154.4

Total 251.7 249.4

Rendering of services includes barter revenue arising from the exchange of goods or services of £0.9m (2011: £0.9m).




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3. Operating segmentsThe Group had three reportable segments, which are in line with the Group’s key operating divisions. In addition there is a Group corporate function providing finance, management and marketing services to the operating divisions. Early in 2012 the operating structure of the Group was revised and changed. The divisions offer different products and services, and are managed separately because they require different technology and marketing strategies. For each of the divisions, the Group’s CEO (the chief operating decision maker) reviews internal management reports on a monthly basis. The following summary describes the operations in each of the Group’s reportable segments:

- Events: organiser of market-leading tradeshows and large scale events and festivals - 4C Group: produces intelligence, analysis and forecasting tools across a number of industry sectors

including retail - EMAP: produces industry-leading business publications including real time online resources.

The Group has no other aggregated segments that do not individually meet the reporting thresholds. Information regarding the results of each reportable segment is included below. Performance is measured based on segment profit, as included in the internal management reports that are reviewed by the Group’s CEO. Segment profit is used to measure performance as management believes that such information is the most relevant in evaluating the results of certain segments relative to other entities that operate within these industries.

As a result of the change in reportable segments during the year, the Group has revised the prior year segment disclosure to be in line with the 2012 reportable segment structure.

2012 NoteEvents

£’m4C Group

£’mEMAP

£’mGroup

£’mTotal£’m

Revenue 2 101.7 78.7 71.3 — 251.7Depreciation and amortisation of software 0.6 2.4 1.2 1.4 5.6

Operating profit 38.9 20.1 15.8 (10.1) 64.7Restructuring items, amortisation and impairment 4 (1.7) (12.0) (0.1) (27.3) (41.1)Gain on disposal of business operation — 169.3 — — 169.3Finance costs 9 — — — (15.9) (15.9)Finance income 8 — — — 9.2 9.2

Profit before tax 37.2 177.4 15.7 (44.1) 186.2

2011

Revenue 2 93.1 85.3 71.0 — 249.4

Depreciation and amortisation of software 0.3 1.7 0.9 1.2 4.1

Operating profit 36.1 32.8 14.2 (1.2) 81.9Restructuring items and amortisation of intangible assets 4 (1.8) (2.6) (0.8) (17.1) (22.3)Finance costs 9 — — — (13.8) (13.8)Finance income 8 — — — 6.6 6.6

Profit before tax 34.3 30.2 13.4 (25.5) 52.4

The accounting policies of the reportable segments are the same as the Group’s accounting policies described in Note 1. Restructuring items, amortisation and impairment of intangible assets are detailed in Note 4. Finance costs and finance income are not allocated to segments, as these types of activity are driven by the Group function. The Group does not have any customers from which revenue exceeds 10% of total revenue.





4. Operating costs by natureOperating expenses for continuing operations comprise:

Note2012 £’m

2011 £’m

Staff costs 7 79.6 66.3Depreciation of property, plant and equipment 14 2.5 1.8Amortisation of software intangibles 13 3.1 2.3Utilisation of inventory 1.1 1.2Operating lease rentals 5.3 5.2Other expenses 95.4 90.7

Expenses before amortisation and impairment of intangible assets and restructuring items 187.0 167.5Amortisation of other intangible assets 13 9.3 10.1Impairment of other intangible assets 13 11.7 5.2Impairment of property, plant and equipment 14 1.0 —Impairment of software intangibles 13 2.1 —Restructuring items:– Senior management restructuring 1.1 —– Expenses relating to acquisition and disposal activities 2.9 —– Sales and marketing transformation programme 1.4 —– IT transformation programme 1.7 —– Property transformation programme 1.1 3.3– Strategy transformation programme 1.8 1.3– Professional fees relating to transform programmes 2.4 0.3– Business restructuring and investment programmes 4.3 1.7– Other restructuring expenses 0.3 0.4

Total 228.1 189.8

Restructuring items are not a defined term under IFRS, so may not be comparable to similar terminology used in other financial statements. Management believes that reporting results in this way provides additional useful information to the users of the financial statements. Definitions of restructuring items are provided on the consolidated income statement and in Note 1.

Fees paid to the auditor during the year are as follows:2012 £’m

2011 £’m

Fees paid to auditor for audit of the consolidated accounts 0.2 0.1Fees paid to auditor for audit of the Group’s subsidiaries 0.1 0.1Fees paid to auditor for taxation and consultancy services 0.4 0.1

Total 0.7 0.3




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5. Business combinationsAcquisition of Coil Winding Insulations and Electrical Manufacturing Exhibition (CWIEME)On 10 September 2012, the Group acquired the business of Coil Winding Insulations and Electrical Manufacturing Exhibition, an unlisted company based in the UK with primary activities consisting of exhibitions held in Germany, the US and India for £16.4m, satisfied in cash. A further deferred cash payment of £1.2m was paid in December, while a remaining deferred cash consideration component of £2.9m of which £0.4m is held in escrow by a third party, is highly probable to become payable in 2013. The Group acquired the business to enable rapid expansion of the global reach of its portfolio of events, move into a new industry sector and grow its presence in international markets.

Identifiable assets acquired and liabilities assumedThe fair values of the identifiable assets purchased and liabilities assumed of CWIEME as at the date of acquisition were as follows:

2012 £’m

Brand and trademarks 5.1Databases 4.7

Total identifiable net assets at fair value 9.8

Initial cash consideration relating to business combination 16.4Deferred cash payment 1.2Deferred consideration at fair value 2.9

Total consideration 20.5

Goodwill on acquisition 10.7

The goodwill is attributable mainly to the business license, websites (including website for business) and magazine title. None of the goodwill recognised is expected to be deductible for tax purposes.

If new information obtained within one year from the acquisition date about facts and circumstances that existed at the acquisition date identifies adjustments to the above amounts, or any additional provisions that existed at the acquisition date, then the acquisition accounting will be revised.

Acquisition related costsThe Group incurred acquisition related costs of £0.5m related to external legal fees and due diligence costs. These costs have been included in ‘administrative expenses’ in the consolidated income statement.

Results contributionFrom the date of acquisition, CWIEME has contributed £0.7m of revenue and £nil to the profit before tax from continuing operations of the Group. If the combination had taken place at the beginning of the year, revenue from continuing operations would have been £5.2m and the profit before tax from continuing operations for the Group would have been £2.7m. In determining these amounts, management has assumed that the fair value adjustments that arose on the date of the acquisition would have been the same if the acquisition occurred on 1 January 2012.





6. Disposal of business operation Disposal of CAP Motor ResearchOn 18 May 2012, the Group sold the trade and assets of CAP Motor Research, its automotive research division, to Montague Private Equity. The business was not classified as a discontinued operation or classified as held-for-sale at 31 December 2011 and the comparative consolidated income statement has not been re-presented to show the disposed operation separately from continuing operations. The profit on disposal of £169.3m (2011: £nil), is attributable entirely to the Group.

Effect of disposal on the financial position of the Group2012 £’m

Consideration received, satisfied in cash 170.0Cash and cash equivalents disposed of (1.5)

Gross cash inflow 168.5Transaction costs (2.4)

Net cash inflow 166.1

Tangible fixed assets (0.7)Accounts receivable (2.7)Prepayments (0.4)Goodwill (1.4)Intangibles (2.1)Deferred income 9.3Accruals 0.7Deferred tax 0.5

Net assets and liabilities disposed 3.2

Gain on disposal 169.3




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7. Staff numbers and costs (a) Average monthly number of staff(i) By geographical region

2012 2011

United Kingdom 1,196 1,184Rest of the World 321 277

Total 1,517 1,461

(ii) By job function2012 2011

Sales 498 476Content 435 450Operational 349 320Support 235 215

Total 1,517 1,461

(b) Staff costs2012 £’m

2011 £’m

Wages and salaries 71.4 59.4Social security costs 6.7 5.6Pension costs 1.5 1.3

Total 79.6 66.3

(c) Retirement benefitsThe Group operates a defined contribution pension scheme. The assets of the scheme are held by independent custodians and are kept entirely separate from the assets of the Group. No loans have been made by the scheme to any Group company and no shareholdings of the scheme have been used as security for any loans to any Group company. The pension charge represents contributions due from the employer. During the year the total Group charge amounted to £1.5m (2011: £1.3) with £0.3m (2011: £nil) outstanding at the year end.

8. Finance costs and finance income2012 £’m

2011 £’m

Interest expense on loan from parent undertaking (0.1) (0.8)Foreign exchange loss on cash and cash equivalents (1.3) (0.4)Foreign exchange loss on other financial instruments (2.4) —Preference share dividends (12.1) (12.5)

Finance costs (15.9) (13.8)

Interest income on short-term deposits 0.4 0.7Foreign exchange gain on preference shares 8.8 5.9

Finance income 9.2 6.6

Net finance costs (6.7) (7.2)





9. Tax on profit on ordinary activitiesThe tax charged/(credited) in the consolidated income statement for continuing operations is analysed as follows:

2012 £’m

2011 £’m

UK Corporation TaxCurrent tax charge on income for the year at 24.5% (2011: 26.5%) 11.8 15.7Adjustments in respect of prior years (6.8) 1.5

Foreign taxCurrent tax charge/(credit) on income for the year 0.2 (0.5)

Total current tax charge 5.2 16.7

Deferred tax – movement in the yearCurrent year (2.2) (9.0)Impact of rate changes on opening deferred tax balances (1.4) (1.5)Adjustments in respect of prior years (1.4) 0.2

Total deferred tax credit (5.0) (10.3)

Total tax charge 0.2 6.4

The tax impact of the loss on restructuring items, amortisation and impairment of intangible assets of £41.1m, (2011: £22.3m) is a tax credit of £6.4m (2011: tax credit of £4.0m).

The difference between tax as charged in the financial statements and tax at the UK standard rate is explained below:

2012 £’m

2011 £’m

Total charge to tax as shown in the consolidated income statement 0.2 6.4Profit before tax, multiplied by the UK standard rate of 24.5% (2011: 26.5%) 45.6 13.9

Difference (45.4) (7.5)

The difference is principally due to:Non-deductible amortisation of intangible assets 2.4 2.6Release of deferred tax liability on intangible assets (2.4) (2.4)Non-deductible impairment of intangible assets 2.9 1.4Current year tax losses unutilised and un-provided (4.7) (8.5)Current year unprovided deferred tax 5.6 0.4Non-taxable exchange gains and fair value movements (2.1) —Non-taxable disposal gains (37.8) —Impact of rate changes (1.4) (1.5)Other non-taxable/deductible items 0.3 (1.2)Adjustments in respect of prior years (8.2) 1.7

Total (45.4) (7.5)

Factors that may affect future tax charges:

The standard rate of Corporation Tax in the UK reduced from 26% to 24% with effect from 1 April 2012. Accordingly the Group’s profits for this accounting period are taxed at an effective rate of 24.5%.

The March 2012 Budget Announcement proposed that the main rate of Corporation Tax would be reduced to 23% from 1 April 2013, with a further reduction of the rate to 22% by 1 April 2014. As these changes were substantively enacted at the balance sheet date, the deferred tax liability has been re-measured to reflect the reduced tax rate of 22%. The effect of this in these financial statements is a credit to profit and loss account tax charge by £1.4m and a reduction in the deferred tax liability by £1.4m.




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9. Tax on profit on ordinary activities continuedThe March 2013 Budget announcement included a further proposal to reduce the main rate of Corporation Tax to 20% from 1 April 2015. As this change of the reduction to 20% from 1 April 2015 had not been substantively enacted at the balance sheet date no account has been taken of them in these financial statements.

The overall effect of the further changes from 22% to 20% if applied to the deferred tax liability at 31 December 2012 would be a credit to profit and loss account tax charge by £0.5m (£0.2m 2013, £0.2m 2014 and £0.1m 2015) and debit to the deferred tax liability by £0.5m.

10. Cash generated from operations

Note2012 £’m

2011 £’m

Profit before tax 186.2 52.4Adjustments for:Amortisation of intangible assets 13 9.3 10.1Amortisation of software intangible assets 13 3.1 2.3Impairment of intangible assets 13 11.7 5.2Impairment of software intangible assets 13 2.1 —Impairment of tangible fixed assets 14 1.0 —Depreciation of tangible fixed assets 14 2.5 1.8Gain on disposal of business operation 6 (169.3) —Transaction costs associated with disposal of business operation 6 2.4 —Transaction costs associated with acquisition of business operations 5 0.5 —Finance costs 8 15.9 13.8Finance income 8 (9.2) (6.6)

56.2 79.0Changes in:Inventories 17 2.3 0.3Receivables 18 (6.5) 4.1Payables, net of loan to parent entity 21 9.7 5.9Provisions 25 0.2 (1.0)Other working capital — 0.3

Net cash inflow from operating activities 61.9 88.6

11. Financial instruments2012 £’m

2011 £’m

Financial assetsTrade and other receivables 46.8 41.0Cash and cash equivalents 155.6 47.0

Total 202.4 88.0

Financial liabilitiesTrade and other payables 39.3 25.3Preference shares 241.6 250.4

Total 280.9 275.7

The fair value of each category of the Group’s financial instruments approximates their carrying value in the Group’s balance sheet.

The Group had no derivative financial instruments included in current assets and liabilities as at 31 December 2012 (2011: £nil).





12. Financial risk managementThis note presents information about the Group’s exposure to the risks arising from financial instruments, the Group’s objectives, policies and processes for measuring and managing risk, and the Group’s management of capital.

a) Market riski) Foreign exchange riskThe Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the US Dollar and the Euro. Foreign exchange risk arises from future commercial transactions, recognised assets and liabilities and net investments in foreign operations.

Near term foreign exchange risk arises as a result of the surplus or deficit in currency that is created when operational currency flows are netted with interest and finance changes in those same currencies. The Group’s policy is to maintain a similar proportion of currency debt in proportion to its currency earnings in order to maintain natural offsets in managing its debt covenant positions. The Group’s policy is to review currency exposures on a rolling twelve month basis based upon information provided by the divisions with those operating exposures and to cover whatever it considers to be material exposures.

The Group has certain investments in foreign operations, whose net assets are exposed to foreign currency translation risk. The Group has adopted a policy of matching the currency operating revenues with interest flows in those currencies and setting a level of foreign currency denominated debt accordingly. This will mean that the foreign currency liability in the accounts of the Group will not be the same as the accounting valuation of the underlying asset.

ii) Cash flow and fair value interest rate riskInterest rate risk arises from medium and long-term borrowings to the extent that the underlying debt instruments are not at fixed rates of interest or to the extent that floating rate instruments have not been switched to fixed interest rates.

b) Credit riskCredit risk is managed on a Group basis. Credit risk arises from cash and cash equivalents, derivative financial instruments and deposits with banks and financial institutions, as well as credit exposures to wholesale customers, including outstanding receivables and committed transactions. The maximum exposure to credit risk at the reporting date is the fair value of the financial assets in the balance sheet as disclosed in Note 11.

i) Treasury related credit riskCounterparty risk arises from the investment of surplus funds and from the use of derivative instruments. The level of risk is evaluated by reference to corporate credit ratings as ascertained by Standard & Poor’s and Moody’s corporations. The Group’s policy is to limit the exposure to organisations that have a credit rating of at least B+, with different limits depending on credit quality.

As at 31 December 2012 the following limits were in place for investments held with banks and financial institutions:2012 2011

CounterpartyCredit limit

£’mUtilised

£’mCredit limit

£’mUtilised

£’m

Institutions rated AA or better 225.0 143.3 — —Institutions rated A or better but less than AA 76.0 12.1 76.0 47.0

Total 301.0 155.4 76.0 47.0

In accordance with the Group’s treasury policies and exposure management practices, counterparty credit exposure limits are continually monitored and no individual exposure is considered significant in the ordinary course of treasury management activity. Management does not expect any significant losses from non-performance by these counterparties.

ii) Trading riskRisk arises principally from payment default by customers. The general policy of the Group is not to risk assess all new customers and so retail credit risk information has not been included in these financial statements. Management does not, however, expect any significant losses of receivables that have not been provided for as shown in Note 18.




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12. Financial risk management continuedc) Liquidity riskLiquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity in the form of sufficient cash or funding from adequate credit facilities to meet such liabilities under both normal and stressed conditions.

The contractual undiscounted cash flows payable at 31 December 2012 under financial and derivative liabilities are £39.3m relating to trade and other payables due in less than one month (2011: £25.3m).

Dividends payable each year on preference shares are calculated at 5% of the face value of the preference shares outstanding. At 31 December 2012, there were €176.0m and $160.3m of preference shares outstanding. Dividends payable on preference shares in 2012 were £12.1m (2011: £12.5m). In the future, these payments will be affected by the number of preference shares outstanding and movements in foreign exchange rates.

d) Sensitivity analysisFinancial instruments affected by market risk include deposits and derivative financial instruments. The following analysis illustrates the sensitivity to changes in market variables, being the UK interest rate, and the Euro to Sterling and US Dollar to Sterling exchange rates, on the Group’s financial instruments.

The sensitivity analysis has been prepared on the basis that the amount of net debt, the ratio of fixed to floating interest rates of the debt and derivatives portfolio and the proportion of financial instruments in foreign currencies are all constant and on the basis of the hedge designations in place at 31 December 2012. As a consequence, this sensitivity analysis relates to the positions at that date and not through the course of the year then ended, as the composition of the relative ratios and proportions varied within the year.

The following assumptions were made in calculating the sensitivity analysis:

(1) The balance sheet sensitivity to interest rates relates only to derivative financial instruments, as other deposits are carried at amortised cost and so their carrying value does not change as interest rates move.

(2) The sensitivity of accrued interest to movements in interest rates is calculated on net floating rate exposures on deposits and derivative instruments.

(3) Changes in the carrying value of derivative financial instruments designated as net investment hedges from movements in interest rates are recorded in the income statement. The impact of movements in the US Dollar to Sterling and Euro to Sterling exchange rates, are recorded directly in equity. The impact on equity is netted by a corresponding credit/charge resulting from the translation of the hedged net investment.

(4) Changes in the carrying value of derivative financial instruments not in hedging relationships only affect the income statement. The foreign exchange revaluation credit or charge on monetary assets is netted with the corresponding impact of revaluing monetary asset hedges.

(5) Trade receivables and trade payables are included in the calculation of sensitivity to foreign exchange movements where foreign denominated amounts are recorded in an entity’s ledger when those currencies are not the functional currency of that entity. Trade receivables and payables are not considered sufficiently material to warrant inclusion in the interest rate sensitivity calculations.

Using the above assumptions, the following table shows the illustrative effect on the income statement and items that are recognised directly in equity that would result from reasonably possible movements in the UK interest rate, the Sterling to Euro exchange rate and the Sterling to US Dollar exchange rate before the effects of tax.

2012 2011

Income statement

Gain/(loss)£’m

EquityGain/(loss)

£’m

Income statement

Gain/(loss)£’m

Equity Gain/(loss)

£’m

UK interest rate + 0.5% (0.2) — (0.2) —GBP 10% weaker against Euro 16.9 — 17.6 —GBP 10% stronger against Euro (13.9) — (14.4) —GBP 10% weaker against USD 11.9 6.8 12.5 5.4GBP 10% stronger against USD (9.7) (5.6) (10.2) (4.4)





13. Intangible assets

Goodwill £’m

Publishing rights and

titles £’m

Brand value and

exhibitions £’m

Customer relation-

ships and databases

£’mSoftware

£’mTotal £’m

CostAt 1 January 2011 303.5 181.3 100.4 74.5 12.3 672.0Additions — 0.3 — — 5.1 5.4Reclassification to assets held for sale (13.0) — — (8.5) — (21.5)Disposals and write offs — (101.9) — — — (101.9)Effect of movements in exchange rates (2.1) — — — — (2.1)

At 1 January 2012 288.4 79.7 100.4 66.0 17.4 551.9Additions 10.7 — 5.1 4.7 12.4 32.9Reclassification from assets held for sale 10.4 — — 1.9 — 12.3Disposals and write offs (2.7) — (16.0) — (0.9) (19.6)Effect of movements in exchange rates (2.9) — — — 0.3 (2.6)

At 31 December 2012 303.9 79.7 89.5 72.6 29.2 574.9

Amortisation/impairmentAt 1 January 2011 (65.5) (176.3) (33.8) (48.1) (2.8) (326.5)Amortisation provided during the year — (1.2) (2.7) (6.2) (2.3) (12.4)Impairment provided during the year (4.6) — (0.5) (0.1) — (5.2)Disposals and write offs — 101.9 — — — 101.9Reclassification to assets held for sale 2.6 — — 6.6 — 9.2

At 1 January 2012 (67.5) (75.6) (37.0) (47.8) (5.1) (233.0)Amortisation provided during the year — (1.0) (2.8) (5.5) (3.1) (12.4)Impairment provided during the year (10.4) — — (1.3) (2.1) (13.8)Disposals and write offs 1.3 — 13.9 — 0.9 16.1

At 31 December 2012 (76.6) (76.6) (25.9) (54.6) (9.4) (243.1)

Net book valueAt 31 December 2012 227.3 3.1 63.6 18.0 19.8 331.8At 31 December 2011 220.9 4.1 63.4 18.2 12.3 318.9

Reclassification from assets held for saleThe reclassification of assets from held for sale relates to the DeHavilland business, as the sale was discontinued during the year.

DisposalsThe disposals during the year relate to the sale of the CAP Motor Research business (Note 6).

ImpairmentThe impairment of goodwill, brand value and customer databases of £11.8m relates entirely to the DeHavilland business (part of 4C Group segment). These intangible fixed assets were written down to nil as the Board approved budgets showed the business would not make meaningful positive cash flows in the forecasted years. The remaining value of intangible fixed assets relating to DeHavilland is £nil (2011: £12.3m).

The impairment of software of £2.1m (2011: £nil) relates to a reassessment of, and decrease to, the useful lives of a particular group of software assets. These assets will be replaced in 2013 and therefore an adjustment to the useful lives of the assets was required.




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13. Intangible assets continuedGoodwill and indefinite life intangible assetsThe Group tests goodwill and intangible assets annually for impairment, or more frequently if there are indications of impairment. The cash generating units (CGUs) used in testing for impairment are in line with the segment note disclosure (Note 3). These segments were changed during 2012, and the comparative segment information has been updated to reflect the new segments.

When testing for impairment, recoverable amounts for all of the Group’s CGUs are measured at their value in use by discounting the future expected cash flows from the assets in the CGUs. These calculations use cash flow projections based on Board approved budgets and expectations. Cash flows beyond an initial five year period are extrapolated using a long-term growth rate of 3% (2011: 0.0% to 3.0%). The cash flows have been discounted at a pre-tax discount rate in the range of 8.8% to 9.3% (2011: 10.0% to 19.5%).

The key assumptions used for value-in-use calculations are as follows:Events 4C Group EMAP

Year ended 31 December 2012Long term growth rate 3.0% 3.0% 3.0%Pre-tax discount rate 8.8% 9.2% 9.3%

Year ended 31 December 2011Long term growth rate 3.0% 3.0% 0.0%Pre-tax discount rate 10.6% 10.4% 15.7%

The measurement of value in use is sensitive to changes in these key assumptions, and in the assumptions about economic growth and market penetration that underpin the cash flow projections. The change in the pre-tax discount rates are due to a reduction in the risk premium applied to the business, as the business model changes which were initiated in 2011 are driving revenue growth. The long term growth rate of EMAP is also now in line with the rest of the CGUs as a result of the changes.

Management have sensitised the key assumptions, including the discount rate, and under both base case and sensitised case no indicators of impairment exist. Management believes that any reasonably possible change in the key assumptions on which the recoverable amount is based would not cause the carrying amount to exceed its recoverable amount.

The most significant amounts of goodwill allocated to separate CGUs are £144.5m (2011: £146.0m) allocated to the group of assets which generate cash flows from 4C Group and £51.0m (2011: £44.0m) allocated to the group of assets which generate cash flows from Events. The 4C Group activities include WGSN, Planet Retail and several smaller assets. The Events activities include Spring Fair, Autumn Fair, Cannes Lions and several smaller assets. The key assumptions in the value in use calculation for the 4C Group and Events CGUs are revenue and profit growth, based on historical performance and expectations about future performance. No other goodwill balances allocated to other CGUs are individually significant to the Group’s total goodwill balance.

Brand value includes £45.0m (2011: £45.0m) with an indefinite life which is not being amortised. This relates to the acquisition in 2004 of Cannes Lions International Advertising Festival. This brand has an indefinite life due to the strength of its brand and revenue stream and is tested annually for impairment. It was tested for impairment as part of the Events CGU using the value-in-use inputs disclosed above.

SoftwareSoftware intangible assets include direct costs associated with internally generated software. These have a finite life and are being amortised over their useful lives.





14. Property, plant and equipmentShort

leasehold property

£’m

Office equipment

and vehicles £’m

Total £’m

CostAt 1 January 2011 5.8 7.6 13.4Additions 0.1 2.8 2.9

At 1 January 2012 5.9 10.4 16.3Additions 7.6 3.7 11.3Disposals (1.8) (1.1) (2.9)Effect of movements in exchange rates (0.1) — (0.1)

At 31 December 2012 11.6 13.0 24.6

Accumulated depreciation and impairment lossesAt 1 January 2011 (3.6) (5.7) (9.3)Provided during the year (0.5) (1.3) (1.8)

At 1 January 2012 (4.1) (7.0) (11.1)Provided during the year (0.5) (2.0) (2.5)Disposals 1.8 1.1 2.9Impairment provided during the year (1.0) — (1.0)

At 31 December 2012 (3.8) (7.9) (11.7)

Net book valueAt 31 December 2012 7.8 5.1 12.9At 31 December 2011 1.8 3.4 5.2

15. Investments2012

£m2011

£m

CostOpening balance 1 January 0.4 0.4Additions 0.2 —

Closing balance 31 December 0.6 0.4

ImpairmentOpening balance 1 January — —

Closing balance 31 December — —

Net book value at 31 December 0.6 0.4

Investments are comprised of shares in unlisted associated companies, as well as a loan to a joint venture. The investment addition during the year related to an additional loan to the joint venture.




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16. Assets held for sale2012 £’m

2011 £’m

Goodwill — 10.4Intangible fixed assets — 1.9

Total — 12.3

In the 2011 financial statements, the intangibles assets of DeHavilland, part of the 4C Group segment, were presented as assets held for sale. The sale was discontinued during the year and the assets were transferred back into intangible assets before subsequently being impaired (Note 13).

17. Inventories2012 £’m

2011 £’m

Deferred exhibition costs 12.5 14.8

18. Trade and other receivables2012 £’m

2011 £’m

Trade receivables 40.7 35.4Prepayments and accrued income 4.7 4.5Other receivables 1.4 1.3

Total receivables from external parties 46.8 43.4Amounts due from parent undertaking 241.5 184.6

Total 288.3 228.0

The carrying amounts of trade and other receivables are denominated primarily in Sterling. The Directors consider that the carrying amount of receivables and prepayments approximates their fair value.

Amounts due from the parent undertaking includes an amount of £241.5m (2011: £184.6m) which bears interest at LIBOR + 3%.

Trade receivables are non-interest bearing and are generally on 30 day terms and are shown net of a provision for impairment. As of 31 December 2012, the provision for impaired trade receivables was £1.4m (2011: £1.1m). Of this, £nil relates to trade receivables impaired and fully provided for. Movements in the provision for impairment of receivables were as follows:

2012 £’m

2011 £’m

Opening balance 1.1 1.8Charge/(Credit) for the year 0.3 (0.7)

Closing balance 1.4 1.1

Trade receivables, net of the allowance for doubtful debts, are aged as follows: 2012

£m2011

£m

Not overdue 19.1 17.20 – 30 days overdue 8.8 8.231 – 90 days overdue 8.9 7.6Greater than 90 days overdue 3.9 2.4

Total 40.7 35.4





19. Financial assetsThe Group’s principal financial assets are bank balances and cash, and trade and other receivables. The credit risk on liquid funds and derivative financial instruments is limited because the counterparties are banks with high credit ratings assigned by international credit rating agencies. The Group has no significant concentration of credit risk, with exposure spread over a number of counterparties and customers.

20. Cash and cash equivalentsCash and cash equivalents of £155.6m (2011: £47.0m) relate to bank balances, including short term deposits with an original maturity date of less than three months, and cash held by the Group.

Reconciliation of movement in net debt

Cash £’m

Short term deposits

£’mNet cash

£’m

At 1 January 2012 5.8 41.2 47.0Foreign exchange differences (0.7) (0.6) (1.3)Net cash movement 7.1 102.8 109.9

At 31 December 2012 12.2 143.4 155.6

21. Trade and other payables2012 £’m

2011 £’m

Trade payables 7.2 3.3Payable to parent undertaking 18.6 7.2Other payables 5.8 3.3Other taxes and social security costs 3.3 4.4Accruals and deferred income 111.8 109.7

Total 146.7 127.9

The Directors consider that the carrying amount of trade payables approximates their fair value. Interest is payable on the amounts owed to the parent undertaking at SONIA and is repayable on demand.

22. BorrowingsThe Group’s borrowing limit at 31 December 2012 calculated in accordance with the Articles of Association was £993.0m (2011: £993.0m).

At 31 December 2012, the Group had no material banking facilities. All financing facilities are arranged via its parent undertaking.

Details of the preference shares issued by the Company, which are classified as financial instruments, are included in Note 26.




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23. Other non-current liabilities2012 £’m

2011 £’m

Deferred income 0.8 1.4

The Directors consider that the carrying amount of other non-current liabilities approximates their fair value.

24. ProvisionsProperty

£’mOther

£’mTotal £’m

At 1 January 2012 1.3 1.1 2.4Provided during the year — 1.5 1.5Released during the year (0.8) — (0.8)Utilised in the year (0.3) (0.2) (0.5)

At 31 December 2012 0.2 2.4 2.6

Provisions have been analysed between current and non-current as follows:2012 £’m

2011 £’m

Current 2.3 1.2Non-current 0.3 1.2

Total 2.6 2.4

The property provisions relate to ongoing lease commitments on vacant properties. Other provisions consist of a contingent tax liability relating to the acquisition of the Coil Winding Insulations and Electrical Manufacturing Exhibition, and provisions for onerous contracts.





25. Deferred taxThe major deferred tax liabilities and assets recognised by the Group, and the movements in the year are set out below:

Tax losses

£’m

Depreciation vs tax

allowances£’m

Other temporary differences

£’m

Intangible assets

£’mTotal £’m

At 1 January 2011 0.5 1.7 1.7 (23.5) (19.6)Credit to income statement for the year 7.2 (0.5) (0.2) 2.3 8.8Acquisitions — — — (0.1) (0.1)Effect of change in tax rates taken to income statement — (0.1) (0.1) 1.7 1.5Foreign exchange movements 0.1 — — — 0.1

At 31 December 2011 7.8 1.1 1.4 (19.6) (9.3)

Credit to income statement for the year — 1.2 — 1.0 2.2Adjustments in respect of prior years — 0.1 0.2 1.1 1.4Effect of change in tax rates taken to income statement — (0.1) (0.1) 1.6 1.4Disposals — — — 0.5 0.5Foreign exchange movements (0.4) — — — (0.4)

At 31 December 2012 7.4 2.3 1.5 (15.4) (4.2)

Certain deferred tax assets and liabilities have been offset against each other where they relate to the same tax jurisdiction. The following is the analysis of the deferred tax balances (after offset) for balance sheet purposes:

2012 £’m

2011 £’m

Deferred tax assets – non-current 11.2 10.3Deferred tax liabilities – non-current (15.4) (19.6)

Total (4.2) (9.3)

The Group has net deferred tax liabilities provided across the categories set out above totalling £4.2m (2011: £9.3m) of which £0.6m (2011: £0.9m) is due within one year and £3.6m (2011: £8.4m) is due after more than one year.

The Group has tax trading losses in the US totalling £133.0m carried forward at 31 December 2012 (2011: £134.0m). It has been agreed with the US tax authorities that these losses are available for offset against taxable profits. A deferred tax asset of £7.0m (2011: £8.0m) has been recognised which represents the US taxes that will become due on the anticipated future profits in the foreseeable future.

The Group has an unprovided deferred tax asset on tax trading losses totalling £166.0m (2011: £222.0m) of which £111.0m (2011: £111.0m) is held in the US and £55.0m (2011: £111.0m) in the UK. The US losses can be carried forward for a period of 20 years from the date they arose. The US losses have varying expiry dates from 2016 to 2025. The UK losses can be carried forward indefinitely.

The Group has not recognised a deferred tax asset on UK capital losses totalling £163.0m (2011: £333.0m) which can be carried forward indefinitely. The Group has also deferred indefinitely UK capital gains totalling £12.0m (2011: £12.0m) arising on the disposal of business assets, which have been rolled into the acquisition cost of new businesses, and on the incorporation of WGSN Inc. The Group has not recognised a deferred tax liability, as the relevant assets are not anticipated to be sold in the foreseeable future.

No deferred tax liability is recognised on unremitted earnings of continuing overseas subsidiaries and joint ventures as these are considered permanently employed in the businesses of these companies.




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26. Share capital, share premium, capital redemption reserve and preference shares

Number of ordinary

shares ’m

Ordinary shares

£’m

Share premium

reserve £’m

Capital redemption

reserve £’m

Preference shares

£’m

At 1 January 2012 218.8 65.6 326.9 284.9 250.4Foreign exchange movement — — — — 8.8

At 31 December 2012 218.8 65.6 326.9 284.9 241.6

All issued ordinary shares are allotted, called up and fully paid.

Rights and restrictions attaching to ordinary and preference sharesOrdinary sharesHolders of ordinary shares are entitled to participate in the payment of dividends pro rata to their holdings. The Board may propose and pay interim dividends and recommend a final dividend, in respect of any accounting period, out of the profits available for distribution under English law. A final dividend may be declared by the shareholders in general meeting by ordinary resolution, but no dividend may be declared in excess of the amount recommended by the Board.

Rights conferred by ordinary shares – at any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is properly demanded. On a show of hands every member, or his duly appointed proxy, at a general meeting of the Company shall have one vote. On a poll every member who is present in person or by proxy shall have one vote for every share of which he is the holder.

Preference sharesHolders of preference shares are entitled to a dividend of 5% per annum. The preference shares are redeemable at par, at the option of the holder, by giving 3 days’ notice to the Company, at any time. The preference shares are classified as financial instruments. While the preference shares are redeemable with 3 days notice, the Company has agreed with the holder of these shares, its immediate parent undertaking Eden Bidco Limited, that repayment remains at the option of the Company for a period of not less than 12 months from 31 December 2012.

The preference shares rank ahead of the ordinary shares.

Capital redemption reserveThe capital redemption reserve represents the amount by which the Company’s share capital was diminished on the buy-back and cancellation of shares. The Company may, by special resolution, reduce the capital redemption reserve or any undistributable reserve in any manner authorised by legislation.

27. Translation reserve2012 £’m

2011 £’m

Opening balance 9.1 13.1Exchange differences arising on translation of foreign operations (3.4) (4.0)

Closing balance 5.7 9.1

The translation reserve arises on the translation into Sterling of the net assets of the Group’s foreign operations.

28. Retained earnings2012 £’m

2011 £’m

Opening balance (455.9) (478.4)Profit for the year attributable to equity holders of the parent 186.0 46.0Dividends paid (9.9) (23.5)

Closing balance (279.8) (455.9)





29. Operating leasesThe Group had total future minimum lease payments under non-cancellable operating leases at 31 December 2012 as set out below:

2012 2011

Land and buildings

£’m

Otherassets

£’m

Land and buildings

£’m

Otherassets

£’m

Not later than one year 2.0 0.5 3.9 0.6Later than one year but not more than five 17.4 1.0 14.2 0.7More than five years 25.0 — 4.8 —

Total 44.4 1.5 22.9 1.3

The Group leases various offices under non-cancellable operating lease agreements. The leases have various terms, escalation clauses and renewal rights. The Group also leases other equipment under non-cancellable operating lease agreements. The Group does not have any finance leases.

30. Commitments and contingenciesContracted commitments for capital expenditure at 31 December 2012 total £3.5m (2011: £nil). The capital expenditure relates to leasehold improvements, SkyIQ, Salesforce, including implementation contractors Cloudsense and Financialforce.

The Group has commitments under a non-cancellable contract as part of the Group’s outsourcing of part of its accounting functions. The Group is committed to a five year contract with a total annual charge of £1.2m. At 31 December 2012 there was one year remaining on this contract.

The Group has guaranteed the performance of obligations and associated payments due by certain of its subsidiary undertakings under the banking arrangements entered into on 12 May 2008. The Group and certain of its subsidiaries acceded to the banking arrangements of Eden Acquisition 5 Limited and Eden Bidco Limited. Under these arrangements, the Group and those subsidiaries have access to the funding provided, and have in turn provided security over assets and investment, and are jointly and severally required to meet the performance obligations and associated payments, and to comply with the covenants, defined in the facility agreements.

31. Related party transactionsThere were no related party transactions throughout the year.




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32. Remuneration of Directors and key management personnel2012 £’m

2011 £’m

Salaries and other short term employee benefits 2.2 3.2Termination benefits 0.9 2.5Post-employment benefits 0.1 0.1

Total 3.2 5.8

Key management personnel comprise the Chief Executive Officers of each segment plus the Chief Executive Officer and Chief Financial Officer of the Group.

The remuneration of 6 key management personnel is included in the above table (2011: 12). This includes the remuneration of 2 personnel that resigned part way through the year (2011: 2). The reduction in the number of key management personnel is as a result of the simplification of the structure of the business during the year.

Directors’ remunerationThe aggregate remuneration of the Directors of the Company was as follows:

2012 £’m

2011 £’m

Emoluments for services to the Company 0.8 1.2Termination benefits 0.6 2.4Post-employment benefits 0.1 —

Total 1.5 3.6

Retirement benefits for no Directors were accrued under a money purchase scheme (2011: 4).

The remuneration of the highest paid Director was as follows: 2012 £’m

2011 £’m

Emoluments for services to the Company 0.7 0.4Termination benefits — 2.4Post-employment benefits — —

Total 0.7 2.8

33. Events after the reporting periodThe business restructuring, as first disclosed in the 2011 Financial Statements has continued after the reporting period and is due for completion in early 2013.

On 25 January 2013, Top Right Group’s parent completed amendments to its facility agreements with Senior and Mezzanine lenders. This amended the terms of certain covenants and consenting lenders extended the maturity of their Facility B debt to March 2017, Facility C debt to September 2017 and Revolving Credit Facility to March 2016. As part of this agreement, the Group agreed to make a prepayment of £110m in total of its Facility B and Facility C debt, provided an additional margin to consenting lenders for the extended facilities and cancelled the Senior Debt that it had previously bought back.

Disposal of AME InfoOn 5 June 2013 the Group completed the sale of the trade and assets of AME Info, the advertising funded news and press release website covering the Middle East region, to Mediaquest Limited. Terms of the transaction were not disclosed.

Acquisition of Educar/EducadorOn 23 May 2013 the Group acquired Educar/Educador, the premier education exhibition and congress in Latin America. Terms of the transaction were not disclosed.





34. Principal subsidiary undertakingsAll principal subsidiary undertakings are registered in England and Wales and operate in the United Kingdom, except where indicated otherwise. All holdings are of ordinary shares and all subsidiary undertakings are 100% indirectly owned. A full list of subsidiary undertaking and information relating to them is filed with the Company’s annual return. All subsidiaries are included in the Group consolidation.

In the opinion of the Directors, the principal subsidiary undertakings that affect Group trading results and net assets are as follows:

Emap LimitedGroundSure Limitedi2i Events LimitedLions Festivals LimitedPlanet Retail LimitedWorth Global Style Network LimitedWGSN Inc. (USA)Glenigan LimitedAME Info FZ-LLC (Dubai)MEED Media FZ-LLC (Dubai)

35. Company details and ultimate parent undertakingThe Company is registered in England and Wales as a limited company. Its registered office is The Prow, 1 Wilder Walk, London, United Kingdom W1B 5AP.

Eden Bidco Limited is the Company’s parent undertaking. Eden 2 & Cie SCA is regarded by the Directors as the Company’s ultimate parent undertaking. This is a joint venture between the Apax Europe VII Fund, which is managed by Apax Partners Europe Managers Limited, incorporated in England and Wales, and Guardian Media Group plc, incorporated in England and Wales. All the ordinary shares of Guardian Media Group plc are owned by The Scott Trust Limited. The Directors regard Eden 2 & Cie SCA as the ultimate controlling party.

Eden Bidco is established in the Cayman Islands and Eden 2 & Cie SCA is established in Luxembourg. No Group accounts have been prepared for these companies or for any other intermediate holding company.




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Parent Company balance sheet

Note 2012

£’m 2011 £’m

Fixed assetsInvestments in Group undertakings 3 1,892.7 2,229.8Property, plant and equipment 4 19.6 —

1912.3 2,229.8

Current assetsDebtors 5 39.7 620.7Cash at bank and in hand 149.5 44.4

189.2 665.1

Creditors: amounts falling due within one year 6 (1,160.5) (1,921.4)Provisions for liabilities 7 (0.6) —

Net current liabilities (971.9) (1,256.3)

Total assets less current liabilities 940.4 973.5

Preference shares 8 (241.6) (250.4)Provisions for liabilities 7 (0.2) —

Net assets 698.6 723.1

Capital and reservesCalled up share capital 8 65.6 65.6Share premium account 8 326.9 326.9Capital redemption reserve 8 284.9 284.9Profit and loss account 8 21.2 45.7

Shareholders’ funds 698.6 723.1

The financial statements were approved by the Board of Directors on 12 June 2013 and were signed on its behalf by:


Registered number: 0435820




Notes to the parent company balance sheet

1. Principal accounting policiesAccounting conventionThe separate financial statements of the Company are presented as required by the Companies Act 2006. They have been prepared under the historical cost convention except for derivative financial instruments which have been measured at fair value and in accordance with United Kingdom Accounting Standards and law.

The financial statements cover the year ended 31 December 2012. Prior to 1 November 2012 the Company operated solely as the parent company of the Group. On 1 November 2012, Emap Limited (a subsidiary of Top Right Group Limited), sold and transferred the trade and assets relating to the ‘Group’ segment to the Company and began trading on this date. Therefore the results of the Company to 31 December 2012 include two month’s trading results.

The following summarises the principal accounting policies adopted by the Directors, which have been applied consistently to both periods.

(a) InvestmentsInvestments are held at cost less provision for impairment. Initial recognition of investments is at the fair value of the assets given, equity instruments issued and liabilities incurred or assumed.

(b) Foreign currenciesExchange differences arising on foreign currency borrowings and derivative financial instruments which are used to provide a hedge against foreign currency investments are taken to reserves to the extent that they match exchange differences on the investments to which they relate.

Other transactions in foreign currencies are recorded at the rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated into Sterling at the rates ruling at 31 December 2012. All such exchange differences are taken to the profit and loss account.

(c) Derivatives and other financial instrumentsDerivatives, including currency options and swaps, forward exchange contracts and swaps, and interest rate swaps are initially recognised at fair value. Derivatives are subsequently re-measured at their fair value, and classified as current or non-current within the balance sheet based on maturity date. The fair value is determined by using market data and the use of established estimation techniques such as discounted cash-flow and option valuation models.

The Company may designate certain of its derivative instruments as hedges of the fair value of its borrowings (fair value hedges) or hedges of investments in foreign operations (investment hedges). Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recorded in the profit and loss account, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.

Derivatives which are not designated as hedging instruments or do not meet the criteria for hedge accounting are measured at fair value. Movements in their fair value are recognised in the profit and loss account immediately.

(d) TaxationThe charge for taxation is based on the profit for the year and takes account of taxation deferred because of timing differences between the treatment of certain items for taxation and accounting purposes.

Tax deferred or accelerated by the effect of timing differences is accounted for to the extent that a transaction or event that has occurred at the reporting date gives rise to an obligation to pay more tax or a right to pay less tax, in the future.

Deferred tax assets are recognised only to the extent that, based on available evidence, it is more likely than not that suitable taxable profit will arise from which the reversal of the asset can be deducted. The Company does not discount deferred tax assets or liabilities.

(e) Retirement benefitsThe Group operated a defined contribution pension scheme during the year. Contributions payable are charged to the profit and loss account and included in staff costs as an operating expense as incurred.




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1. Principal accounting policies continued(f) Preference sharesPreference shares are recorded at the fair value of the consideration received on their issue. Preference shares with fixed rights to the participation in the profits of the Company are recorded within borrowings and the related preference dividends within finance charges.

(g) Property, plant and equipmentProperty, plant and equipment are stated at cost less accumulated depreciation and any impairment in value. Depreciation is calculated in such a way as to write off the cost of an asset, less its residual value, on a straight-line basis over its estimated useful life – as follows:

- Short leasehold property – over the period of the lease; and - Office equipment and vehicles – 1 to 7 years

Estimated useful lives and residual values are reviewed at each reporting date.

The carrying values of property, plant and equipment are reviewed for impairment when events or changes in circumstances indicate these values may not be recoverable. If there is an indication that impairment does exist the carrying values are compared to the estimated recoverable amounts of the assets concerned. The recoverable amount is the greater of an asset’s value in use and its fair value less the cost of selling it. Value in use is calculated by discounting the future cash flows expected to be derived from the asset. Where the carrying value of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. Impairment losses are recognised in the income statement.

An item of property, plant or equipment is written off either on disposal or when there is no expected future economic benefit from its continued use. Any gain or loss on de-recognition of the asset (calculated as the difference between the net disposal proceeds and the carrying value of the asset) is included in the income statement in the year the item is de-recognised.

(h) Trade and other receivablesTrade receivables are recognised initially at fair value and subsequently measured at amortised cost, less provision for impairment. Specific provisions are made and charged to the income statement when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms. Collective provisions are made based on estimated losses inherent within receivables, based on the overall level of receivables past due. These provisions are developed over time based on the review of aged debt, the type of debt and experience.

The carrying amount of the asset is reduced through the use of an allowance account and the amount of the loss is recognised in the income statement. When a trade receivable is uncollectible, it is written off against the allowance account for trade receivables. Subsequent recoveries of amounts previously written off are credited to the income statement.

(i) ProvisionsProvisions are recognised when the Company has a present legal or constructive obligation as a result of a past event, when it is probable that an outflow of resources will be required to settle the obligation and when a reliable estimate can be made of the amount of the obligation. Where the Group expects some or all of a provision to be reimbursed, the reimbursement is recognised only when it is virtually certain. The expense relating to any provision is presented in the income statement net of any reimbursement. If the time value of money has a material effect on quantifying the provision, the provision is determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognised as a finance charge.

A provision for restructuring is recognised when the Group has approved a detailed and formal restructuring plan, and the restructuring either has commenced or has been announced publicly. Future operating losses are not provided for.




Notes to the parent company balance sheet Continued

1. Principal accounting policies continued(j) RevenueRevenue for goods sold is recognised when the significant risks and rewards of ownership have been transferred to a third party. Revenue for services provided is recognised at the point when it is probable that the economic benefits will flow to the Group and when the amount of revenue can be reliably measured.

Revenue is measured at the fair value of the consideration received, net of discounts, customs duties and sales taxes. Revenue is only recognised for barter transactions which are considered dissimilar to each other in nature, and a corresponding amount is included in operating costs.

(k) Employee benefitsShort term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognised for the amount expected to be paid under cash bonus schemes if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee, and the obligation can be estimated reliably.

(l) ExemptionsThe Company has taken advantage of the exemptions available in FRS 1 ‘Cash Flow Statements’ and FRS 8 ‘Related Party Disclosures’ from presenting a cash flow statement and details of transactions with related parties on the basis that the cash flows of the Company are consolidated in the cash flows in the Top Right Group Limited consolidated financial statements for the year ended 31 December 2012.

Basis of preparation and going concernIt is the Board’s view that the Group will have adequate resources to continue as a going concern for the foreseeable future, and are satisfied that the financial statements should be prepared on a going concern basis. Refer to further discussion of going concern in Note 1 of the Top Right Group Limited financial statements.

2. Profit and loss account of Top Right Group LimitedTop Right Group Limited has taken advantage of the exemption offered by Section 408 of the Companies Act 2006 not to present its profit and loss account. The loss for the year was £14.6m (2011: loss of £203.6m).

Fees paid to the auditor during the year are as follows:2012 £’m

2011 £’m

Fees paid to the auditor for audit of the Company accounts 0.1 0.1

Total 0.1 0.1

Fees paid to the auditor for other services includes £nil (2011: £nil) for services provided pursuant to legislation.

Details of Directors’ emoluments are shown in Note 32 of the Group financial statements.




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3. Investments in Group undertakingsSubsidiary

undertakings £’m

CostAt 1 January 2012 2,514.6Investment additions 0.3Capital distribution (100.0)Disposal (237.4)

At 31 December 2012 2,177.5

ProvisionsAt 1 January 2012 (284.8)Provided for during the year —

At 31 December 2012 (284.8)

Net book valueAt 31 December 2012 1,892.7At 31 December 2011 2,229.8

During the year, the Company liquidated its investment in Emap Publishing (Netherlands) BV resulting in a disposal of £237.4m. Additionally, upon the sale of CAP Motor Research, Emap Limited received net cash proceeds of £168.5m, of which £100.0m was distributed to the Company as a capital distribution. This amount has been netted against the cost of the investment of Emap Limited.

The investments in subsidiary undertakings are principally in the following companies, as indicated:

Name of CompanyCountry of

registrationClass of

shares heldPercentage

heldNature of business

Emap Limited England Ordinary 100% HoldingEmap Jersey Financing Limited England Ordinary 100% HoldingEmap America (Holdings) Limited England Ordinary 100% HoldingEmap America Limited England Ordinary 100% Holding




Notes to the parent company balance sheet Continued

4. Property, plant and equipmentSubsidiary

undertakings £’m

CostAt 1 January 2012 —Transfer from Group undertaking 15.9Additions 4.0

At 31 December 2012 19.9

ProvisionsAt 1 January 2012 —Provided for during the year (0.3)

At 31 December 2012 (0.3)

Net book valueAt 31 December 2012 19.6At 31 December 2011 —

5. Debtors2012 £’m

2011 £’m

Amounts receivable from Group undertakings 34.4 620.7Prepayments and accrued income 0.3 —Interest receivable 0.3 —Other receivables 4.7 —

Total 39.7 620.7

6. Creditors2012 £’m

2011 £’m

Trade creditors 3.5 —Amounts payable to Group undertakings 1,129.4 1,919.9Accruals and deferred income 20.3 0.5Interest payable 4.5 —Other payables 2.8 —Tax payable — 1.0

Total 1,160.5 1,921.4

Interest is charged on the amounts owed to Group undertakings at a variety of rates. Sterling denominated loans are at Sterling Overnight Index Average (SONIA) less 0.125% and US Dollar loans are at USD LIBOR less 0.125%. Loan notes held by a subsidiary undertaking are charged at 3 month LIBOR plus 5%.

7. Provisions for liabilitiesProperty

provisions £m

Other £m

Total provisions

£m

At 1 January 2012 — — —Transferred from Group undertaking 0.7 0.5 1.2Released during the year (0.3) — (0.3)Utilised during the year — (0.1) (0.1)

At 31 December 2012 0.4 0.4 0.8




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8. Parent company share capital, reserves and preference sharesNumber of

ordinary shares

’m

Ordinary shares

£’m

Share premium

£’m

Capital redemption

reserve £’m

Preference shares

£’m

Profit and loss account

£’m

At 1 January 2012 218.8 65.6 326.9 284.9 250.4 45.7Foreign exchange movement — — — — (8.8) —Loss for the year — — — — — (14.6)Dividends paid — — — — — (9.9)

At 31 December 2012 218.8 65.6 326.9 284.9 241.6 21.2

Details of the Company’s share capital and share premium are set out in Note 26 to the Group accounts.

9. Commitments and contingenciesThe Company has guaranteed the performance of obligations and associated payments due by certain of its subsidiary undertakings under the banking arrangements entered into on 12 May 2008. The Company and certain of its subsidiaries acceded to the banking arrangements of Eden Acquisition 5 Limited and Eden Bidco Limited. Under these arrangements, the Company and those subsidiaries have access to the funding provided, and have in turn provided security over assets and investment, and are jointly and severally required to meet the performance obligations and associated payments, and to comply with the covenants, defined in the facility agreements.

During the year the Company was a member of the Group cash pooling arrangement. This allows the Group to combine the liquidity of companies within the Group in order to distribute such cash centrally as required.

10. Company details and ultimate parent undertakingThe Company is registered in England and Wales as a limited company. Its registered office is The Prow, 1 Wilder Walk, London W1B 5AP. Eden Bidco Limited is the Company’s parent undertaking at the year end. Eden 2 & Cie SCA is regarded by the Directors as the Company’s ultimate parent undertaking. This is a joint venture between the Apax Europe VII Fund, which is managed by Apax Partners Europe Managers Ltd, incorporated in England and Wales, and Guardian Media Group plc, incorporated in England and Wales. All the ordinary shares of Guardian Media Group plc are owned by the The Scott Trust Limited. The Directors regard Eden 2 & Cie SCA as the ultimate controlling party.

Eden Bidco is established in the Cayman Islands, and Eden 2 & Cie SCA is established in Luxembourg. No Group accounts have been prepared for these companies or for any other intermediate holding company.




Company information

DirectorsDuncan Painter (Chief Executive Officer)

Mandy Gradden (Chief Financial Officer)

SecretariesShanny LooiSusanna Freeman

AuditorKPMG LLP15 Canada SquareLondonE14 5GL

BankersRoyal Bank of Scotland plc36 St Andrew SquareEdinburghEH2 2YB

HSBC Bank plc8 Canada SquareLondonE14 5HQ

Lloyds TSB Bank plc25 Gresham StreetLondonEC2V 7HN

Registered OfficeThe Prow1 Wilder WalkLondonW1B 5AP



Notes

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Notes



Notes

Top Right GroupThe Prow1 Wilder WalkLondon W1B 5AP

Top R

ight G

roup Lim

ited A

nnual Rep

ort 2012

Documents

Top Right Group Annual Report 2012