(ERM.L) Euromoney Institutional Investor PLC Buy/Sell

RNS Number : 3812C Euromoney Institutional InvestorPLC 12 November 2009

EUROMONEY INSTITUTIONAL INVESTOR PLC

APPOINTMENT OF EXECUTIVE DIRECTOR

November 12, 2009

On November 11, 2009 the board of Euromoney Institutional Investor PLC appointed Bashar AL-Rehany an executive director of the Company.

Mr AL-Rehany joined the group in October 2006 following its acquisition of Metal Bulletin plc. He is the Chief Executive Officer of BCA Research, which provides high quality, independent macro-economic research to the investment management community and is the group's single largest business.

Mr AL-Rehany holds 9,194 ordinary shares, and 4,597 options over ordinary shares, in the company.

Pursuant to Listing Rule 9.6.13(3), Mr AL-Rehany was an executive director of Bridge Information Systems Canada Inc, which was placed in voluntary liquidation in 2001 following an acquisition restructuring.

There are no further details to be disclosed under LR 9.6.13R of the Listing Rules or DTR 3.1.2R of the Disclosure Rules.

For further information please contact:

Padraic Fallon, Chairman: +44 20 7779 8556; pfallon@euromoneyplc.com

Colin Jones, Finance Director: +44 20 7779 8845; cjones@euromoneyplc.com

Or visit our website at: www.euromoneyplc.com

This information is provided by RNS The company news service from the London Stock Exchange

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RNS Number : 3836C
  Euromoney Institutional InvestorPLC
  12 November 2009
   

                            

November 12 2009

EUROMONEY INSTITUTIONAL INVESTOR PLC

PRELIMINARY RESULTS ANNOUNCEMENT                

FOR YEAR TO SEPTEMBER 30 2009

Chairman's Statement

 Highlights                                      2009       2008     Change
                                                                      
 Revenue                                       £317.6  m  £332.1  m     -4%
 Underlying results                                                   
       * Adjusted operating profit              £79.4  m   £81.3  m     -2%
       * Adjusted profit before tax             £63.0  m   £67.3  m     -6%
       * Adjusted diluted earnings a share       40.4  p    44.4  p     -9%
 Statutory results                                                    
       * Operating profit                       £27.2  m   £61.0  m    -55%
       * (Loss)/profit before tax             £(17.4)  m   £37.4  m       -
       * Diluted (loss)/earnings a share        (6.7)  p    40.4  p       -
 Dividend                                       14.00  p   19.25  p       -
 Net debt                                      £165.1  m  £172.0  m     -4%

A detailed reconciliation of the group's underlying results is set out in the appendix to this statement and in note 7.

Highlights

*     Revenues down 4% to £317.6m

*     Adjusted operating margin up from 24.5% to 25.0%

*     Adjusted profit before tax down 6% to £63.0m

*     Statutory loss before tax of £17.4m after exceptional items, intangible amortisation and other non-recurring finance charges (most reported in first half) 

*     Subscription revenues up 24%, now 47% of total

*     Focus on cost and margin management - annualised cost savings of £17m 

*     Net debt reduced by £49.6m since half year peak, driven by strong operating cash flows

*     Dividend cover increased to three times as indicated at half year

*     Revenue trends unchanged since second quarter

*     Trading in line with board's expectations: revenue trends will remain weak for first quarter, but positive market feedback for 2010  

Commenting on the results, chairman Padraic Fallon, said:

"We're looking ahead again, beyond a tough start to 2010, to opportunities emerging in a changed landscape. We concentrated on quality, focused on subscriptions, cash flows and costs, and our people responded magnificently. That gives us confidence in our strategy whatever the conditions." 

Highlights

Euromoney Institutional Investor PLC, the international publishing, events and electronic information group, achieved an adjusted profit before tax of £63.0 million for the year to September 30 2009, against £67.3 million in 2008. Adjusted diluted earnings a share were 40.4p (2008: 44.4p). The directors recommend a final dividend of 7.75p giving a total for the year of 14.00p (2008: 19.25p).  

Group revenue fell by 4% to £317.6 million (2008: £332.1 million). After a strong first quarter when revenues increased by 15%, the group experienced a sharp fall in sales from January 2009 as customers imposed tight cost controls from the start of their new budget year in response to the global credit crisis. This immediately translated into falling revenues, although the year-on-year rates of decline in advertising, sponsorship and delegate revenues in the second half were no worse than those experienced in the second quarter. Subscription revenues proved more resilient, increasing by 24%, but the rate of growth has declined in the second half as the lag effect of customer cuts in headcount and information buying gradually work their way through into revenues.

The group acted quickly and early to restructure the business, cut costs and protect margins, and the adjusted operating margin improved from 24.5% to 25% despite the fall in revenues.  

The adjusted profit before tax of £63.0 million compares to a loss before tax of £17.4 million in the statutory results. The statutory loss is stated after charging: exceptional restructuring costs of £10.7 million, most of which was charged in the first half, which generated annualised cost savings of approximately £17 million; an exceptional impairment charge of £23.2 million, again most of which arose in the first half; acquired intangible amortisation of £15.9 million; a foreign exchange loss on tax equalisation contracts of £19.9 million which is matched by a tax credit and has no effect on earnings a share; and a foreign exchange loss of £7.9 million on restructured hedging arrangements included in net finance costs.

Foreign currency movements have had a significant impact on both revenues and net debt.  The group is exposed to foreign exchange risk on the US dollar revenues in its UK businesses, which are hedged, and on the translation of the revenues and profits of its US dollar-denominated businesses, which are not hedged. The reported 4% decrease in group revenues would have been a 16% decrease at constant exchange rates, while the net benefit to adjusted profit before tax from foreign currency movements, after hedging, was approximately £6 million.

The board announced its decision to increase its dividend cover at the time of its half year results. The proposed reduction in the final dividend reflects this decision, which arose after reviewing possible debt and cash flow outcomes in the light of events in world financial and commodities markets from 2007 onwards. This review suggested that volatility in these markets had increased sharply, particularly in the wake of the Lehman collapse. The board concluded that such volatility may persist for some time, in spite of the recovery in parts of the financial markets, and that the dividend cover should be rebased to a sustainable level for the longer term. In future, the board intends to maintain a policy of distributing one third of its after-tax earnings to shareholders while delivering long-term dividend growth in real terms.

Net debt at September 30 was £165.1 million compared to £214.7 million at March 31 and £172.0 million the previous year end. Approximately 80% of the group's debt is US dollar-denominated and the increase in the sterling-US dollar rate since March 31, combined with the group's traditionally strong operating cash flows in the second half, helped reduce net debt by nearly £50 million. The group's net debt to EBITDA ratio, which is calculated on an average exchange rate basis, was little changed at just under two times. 

The group continues to trade in line with the board's expectations. It has a clear, well established strategy which it is executing successfully to build a more robust, high quality earnings flow. This strategy, combined with the strength of its brands and the diversity of its sectors, customers, and geographic markets, means the group is well positioned to return to growth as soon as markets improve.  

Strategy

The company's strategy has been to build a more resilient and better focused global information business. This strategy has been executed through increasing the proportion of revenues derived from subscription products; accelerating the online migration of its print products as well as developing new electronic information services; investing in products of the highest quality that customers will value in tough times as well as good; eliminating products with a low margin or too high a dependence on advertising; maintaining tight cost control at all times; retaining and fostering an entrepreneurial culture; and generating strong cash flows to fund selective acquisitions to accelerate that strategy. 

The success of this strategy continues to be highlighted by these results. Subscription revenues increased by 24%, in sharp contrast to the declines in other revenue streams, and now account for 47% of total revenues against 37% in 2008. Similarly, the profits from databases and information services, which include some of the highest margin products in the group and are derived mostly from subscription products, accounted for 36% of the group's adjusted operating profits compared to 21% a year ago.  

The tight control of costs and focus on high quality, high margin products was critical to the group's success in 2009. The adjusted operating margin improved to 25% as cost cuts were implemented early in the year, low margin products were eliminated quickly, and continued product investment ensured the growth in higher margin electronic publishing products was maintained.

The group remains keen to acquire small, specialist information businesses that complement its existing activities and provide scope for strong organic growth, although it does not expect to complete any significant transactions in the next six to 12 months and its excess cash flows will be applied to investment in new products and reducing debt.

The group's strategy is robust and suitable for a wide range of trading conditions. While the outlook for economic recovery remains uncertain, the board will continue to focus on managing costs, protecting our margins and reducing debt levels. At the same time, we have stepped up our investment in technology and new subscription-based products and the group is well positioned to take advantage of the recovery when it comes. 

Trading Review

Total revenues fell by 4% to £317.6 million: a 4% increase in the first half was offset by an 11% decrease in the second. The impact of the tough trading conditions on revenues would have been much greater but for the favourable movement in exchange rates. The group generates more than two thirds of its revenues in US dollars and the 20% fall in the average sterling-US dollar rate over the year had a significant effect on reported revenues, which at constant exchange rates fell by 16%.

 Revenues                         2009   2008  Headline change       Change at constant
                                    £m     £m                            exchange rates

 Subscriptions                   152.3  123.1              24%                       3%
 Advertising                      54.8   66.5            (18%)                    (29%)
 Sponsorship                      38.5   45.8            (16%)                    (30%)
 Delegates                        69.6   86.4            (19%)                    (29%)
 Other / closed                   10.5   10.3               2%                     (5%)
 Foreign exchange losses on      (8.1)      -                -                        -
 forward currency contracts
 Total revenue                   317.6  332.1             (4%)                    (16%)

The performance of the group's various revenue streams reflects the timing of the reaction of its customers to the global credit crisis. In 2008 most customers, particularly the global financial institutions, were focused on financial survival and positioning their businesses for tougher trading conditions. Spend on advertising and conference sponsorship, which tends to be both high value and discretionary, was cut and headcount was reduced. The micro-management of costs, however, particularly training, conference attendance and travel, and information buying did not begin until January 2009. As a result, delegate attendance at events and training courses turned down sharply from the second quarter, while advertising and sponsorship revenues have continued to decline more gradually. Similarly, subscription renewal rates and new sales also started to decline from the second quarter.

For the past three quarters, the year-on-year declines in advertising and sponsorship (-20%) and delegate revenues 

(-30%) have been running at similar rates. In contrast, subscription revenues grew by a third in the first half, and have continued to grow in the second half, although the rate of growth has slowed rapidly due to the lag effect of lower sales and renewal rates earlier in the year, which will continue to be a drag on subscription revenues in the first half of 2010.

Emerging markets, which account for nearly half of the group's revenues, were less exposed to the excess leverage and complex financial products that have characterised the credit problems in North America and Europe, and have come through the credit crisis well. The recovery of China and the consistent strength of Latin American markets have helped offset weakness in Eastern Europe and the Middle East.

The group acted quickly and early to restructure the business, cut costs and protect margins. As part of this restructuring, the group has reduced its world-wide headcount by 17% since the start of the financial year, reduced the amount of office space in London and New York, and closed or merged a number of small or low margin print titles. These actions generated annualised cost savings of approximately £17 million, more than half of which are still to flow through to profits in 2010. Despite a £15 million fall in revenues, adjusted operating profit fell by just £1.9 million to £79.4 million, and the group adjusted operating margin improved from 24.5% to 25%.

The tight management of margins is an integral part of the group's strategy. The group deliberately keeps as much as possible of its cost base variable with revenues, volumes or profits. This includes the direct costs of producing content and running events or training courses, much of which is provided by freelancers and contractors, and the compensation of its employees, much of which is provided through incentives which vary directly with revenues or profits. Fixed overheads, which relate mostly to offices and technology, account for less than 10% of revenue.  
    
    
Business Division Review

Financial Publishing: adjusted operating profits fell by 17% to £20.3 million, and the adjusted operating margin decreased from 29% to 27%. Revenues, which comprise a mix of advertising and subscriptions, fell by 10% to £75.4 million. Advertising revenues are heavily dependent on the marketing spend of global financial institutions and fell by 20%. Many US and European institutions stopped advertising altogether, whereas advertising from emerging markets held up well. In contrast, subscription revenues increased by 7% as the group continued to invest in migrating its print products to a higher value web-first publishing model with an emphasis on subscriptions over advertising. 

Business Publishing: the group's activities outside finance are in sectors traditionally less volatile, and which follow different cycles. Adjusted operating profits increased by 21% to £23.4 million, following a 6% increase in revenues to £56.3 million and an improvement in the adjusted operating margin from 36% to 41%. Among the sectors covered, metals, minerals and mining under the Metal Bulletin brand, telecoms under TelCap's Capacity brand, and legal publishing all achieved good growth; only the energy sector was weak.

Training: revenues are derived largely from paying delegates. Training is a discretionary spend for most customers, at least in the short-term, and revenues fell sharply from the start of the second quarter, with an immediate negative effect on margins. Some of the revenue decline was self-inflicted as course volumes were cut deliberately in the second half which, combined with the impact of early cost cuts, helped the margin recover a little. Training revenues for the year fell by 22% to £31.7 million and, after a decline in the adjusted operating margin from 26% to 20%, adjusted operating profits fell by 40% to £6.2 million.  

Conferences and Seminars: revenues comprise a roughly equal mix of sponsorship and paying delegates. Like Training, delegate revenues fell sharply from the start of the second quarter as customers cut back on travel and event attendance. Sponsorship revenues tend to follow similar trends to advertising, and have been declining at a more gradual rate but from an earlier starting point. In difficult markets there is inevitably a shift to the bigger, more established events, and the market contracts as many of the smaller events are cut. The group's strategy for its event businesses reflects this experience, and during the year it focused on maintaining the market leading positions of its bigger events, at the same time shrinking volumes by eliminating many of the smaller, low margin events. Revenues fell by 15% to £74.9 million and the adjusted operating margin declined from 26% to 21%, driving a 31% decline in adjusted operating profits to £15.9 million.

Databases and Information Services: this was the best performing division by some way, with adjusted operating profits increasing by 72% to £36.2 million, compared to just £3.4 million five years ago. Revenues grew by 32% to £87.5 million and the adjusted operating margin improved to 41%. Revenues and profits from this division are predominantly subscription-based and US dollar-denominated, and the decrease in the sterling-US dollar rate was a significant factor in this year's growth. Revenues at constant exchange rates increased by 9%.  

In volatile and challenging markets the demand for high quality information and data tends to hold up well, particularly for products that are an integral part of companies' information flows and work processes, and have built up a strong brand loyalty. The main driver of growth from Databases and Information Services in 2009 was BCA: demand for its high quality, independent macro-economic research has proved robust despite the shrinking of the asset management industry. ISI, the emerging markets information business, has experienced a more difficult time as many financial institutions have cut investment and resources in this area, although CEIC, its emerging market data subsidiary, has continued to grow as it expands its data coverage from Asia to other markets. Revenues from the group's capital market databases, a venture undertaken with Dealogic plc, also increased after significant investment by Dealogic to upgrade its products and delivery platform.

Impact of Foreign Currency on Results

The group generates approximately two thirds of its revenues in US dollars, including approximately 30% of the revenues in its UK-based businesses, and approximately 60% of its operating profits are US dollar-denominated. The group is therefore exposed to foreign exchange risk on the US dollar revenues in its UK businesses, and on the translation of the results of its US dollar-denominated businesses. The average sterling-US dollar exchange rate applied for the year was $1.58 against $1.97 in 2008.  

In order to hedge its exposure to US dollar revenues in its UK businesses, forward contracts are put in place to sell forward surplus US dollars, with a view to being 80% hedged for the coming 12 months and partially for the following six months. As a result of this hedging strategy, some of the profit benefit from the movement in the sterling-US dollar rate has been delayed until 2010 and beyond. In 2009, foreign exchange losses on forward currency contracts of £8.1 million, which are reported as a reduction in revenues, were matched by a similar improvement in the sterling value of US dollar revenues in the UK businesses. 

At the end of the first half, the group recognised losses of £9.0 million on forward currency contracts rendered ineffective by the sharp downturn in US dollar revenues in the group's UK businesses. The closing of these contracts was completed at more favourable rates early in the second half, and the realised loss was reduced to £7.9 million. This loss is reported as an expense in net finance costs and excluded from the underlying results.  

The group does not hedge the foreign exchange risk on the translation of overseas profits, although it does endeavour to match foreign currency borrowings with investments and the related foreign currency finance costs provide a partial hedge against the translation of overseas profits. The significant increase in profits from its US dollar-denominated businesses, particularly BCA and ISI/CEIC, means that the impact of exchange rate movements on the translation of overseas profits has also increased. In 2009, the translation benefit from favourable movements in the sterling-US dollar rate was approximately £6 million.

Financial Review 

The statutory loss before tax of £17.4 million is stated after charging, among other items: exceptional restructuring and impairment costs of £33.9 million (see below); acquired intangible amortisation of £15.9 million; foreign exchange losses on tax equalisation contracts of £19.9 million (see below); and finance costs of £7.9 million on restructured hedging arrangements (see below).

The group's actions to restructure its businesses and cut costs incurred exceptional restructuring and other costs of £10.7 million, most of which were incurred in the first half. The group has also reviewed the carrying value of goodwill and intangible assets, which has given rise to an exceptional impairment charge of £23.2 million, mostly in connection with its US-based activities in the structured finance sector, and again mostly charged in the first half.

Net finance costs of £44.5 million (2008: £23.6 million) shown in the statutory results include a charge of £19.9 million (2008: £12.0 million) relating to tax equalisation contracts under a foreign currency financing derivative which was reported in the half year results. The foreign exchange loss on tax equalisation contracts is matched with a corresponding tax credit, so that there is no financial impact on earnings a share. Net finance costs also include £7.9 million of losses on restructured hedging arrangements (see above). Net interest charged on the group's debt was unchanged at £12.3 million.  

The £10.4 million tax credit shown in the statutory results is stated after recognising the tax credit of £19.9 million relating to tax on foreign exchange losses hedged by the tax equalisation contracts referred to above, and tax credits of £10.5 million on the exceptional items. The underlying group tax rate for 2009 was 27% (2008: 27%). The group's underlying tax rate has historically been below 30% because of the tax benefit of overseas tax deductible goodwill.

A detailed reconciliation of the group's underlying and statutory results is set out in the appendix to this statement.

Net Debt and Cash Flow

Net debt at September 30 was £165.1 million compared to £214.7 million at March 31 and £172.0 million the previous year end. Approximately 80% of the group's debt is US dollar-denominated. The sterling-US dollar rate increased from $1.43 at March 31 to $1.60 at year end, which helped reduce net debt by £18.0 million, reversing some of the £31.0m increase generated by currency movements in the first half. 

Cash flows in the second half are traditionally stronger than those in the first due to the timing of payments for annual profit shares, dividends and earn-outs. Cash generated from operations in the second half was £48.1 million, against £24.5 million in the first half. The operating cash conversion rate was 91%. The group also invested a further £6.3 million in the second half in increasing its equity interests in a number of its subsidiaries under acquisition earn-out agreements. Commitments remaining under outstanding acquisition option agreements total £11.9 million, most of which is expected to be paid in 2010. 

The group's debt is provided through a $400 million multi-currency committed facility from Daily Mail and General Trust plc. The facility is provided in a mix of sterling and US dollar funds over three and five year terms, and the earliest repayment date is December 31 2011. Interest on the facility is payable at a variable rate between 1.3% and 3% above LIBOR depending on the group's net debt to EBITDA ratio. The average cost of funds in 2009 was 6.0% (2008: 5.9%).  

The net debt to EBITDA covenant on the group's committed facility is subject to a limit of four times. However, in light of the global credit crisis, the board decided at the start of the year to apply a more conservative internal covenant of three times EBITDA, and to implement a rigorous debt reduction plan. The net debt to EBITDA ratio at year end was just under two times, a slight reduction on the level at the half year, and has been held at this level for most of the year. The net debt to EBITDA ratio is expected to peak at the end of the second and third quarters of 2010 and the board will continue to manage its net debt to its more conservative internal debt covenant. 

Dividend Strategy

At the time of the half year results, the board announced its intention to increase its dividend cover to three times earnings.  The proposed reduction in the final dividend reflects this decision, which arose after reviewing possible debt and cash flow outcomes in the light of events in world financial and commodities markets from 2007 onwards. This review suggested that volatility in these markets had increased sharply, particularly in the wake of the Lehman collapse. The board concluded that such volatility may persist for some time, in spite of the recovery in parts of financial markets, and that the dividend cover should be rebased to a sustainable level for the longer term.  

The board has approved a final dividend of 7.75p a share (2008: 13.0p), making a total dividend for the year of 14.00p (2008: 19.25p). The final dividend will be paid on February 4 2010 to shareholders on the register at November 20 2009. A scrip dividend alternative will again be available to shareholders. The group's majority shareholder, Daily Mail and General Trust plc, has indicated its intention to accept the scrip alternative when the final dividend is paid.

In future, the board intends to maintain a policy of distributing one third of its after-tax earnings to shareholders while delivering long-term dividend growth in real terms.  From 2010, the interim dividend will be adjusted so that approximately one third of the expected total dividend will be paid as an interim and the balance as a final dividend.  

    
Management 

Under the terms of my service contract, I am due to retire as the company's chairman at the annual general meeting in January 2010. Following an independent recommendation from the nominations committee, the board has resolved to extend my retirement date under my service contract by two years to the date of the annual general meeting in 2012.

The board was strengthened in December 2008 by the appointment of another independent non-executive director, David Pritchard, who has extensive experience of the financial services industry and serves on the company's audit committee. Today the company has separately announced the appointment of a new executive director, Bashar AL-Rehany, who is chief executive officer of BCA Research, the group's single largest business.

It was with great sadness in July 2009 that we reported the death of Christopher Brown, one of our longest serving executive directors. Tom Lamont retired from the board in January 2009 after nine years of valuable service as an executive director and editor of Institutional Investor's newsletter division. Michael Carroll, who has served as an executive director since 2002 in his capacity as editor of Institutional Investor, has indicated his intention to step down from the board at the annual general meeting in January 2010.

Capital Appreciation Plan

The Capital Appreciation Plan (CAP 2004) is a highly geared, performance-based equity incentive designed to reward those who drive profit growth. Since its launch in 2004, it has been instrumental in retaining and motivating key individuals across the group, and adjusted profit before tax has increased threefold during the CAP period. In 2009, the profit performance target required under CAP 2004 was again exceeded, and the third and final tranche of up to 2.5 million options under CAP 2004 will vest in February 2010.  

Shareholders approved the introduction of a second Capital Appreciation Plan (CAP 2009) at the annual general meeting in January 2009. CAP 2009 will follow on immediately from CAP 2004, and the profits achieved in 2009 will form the base for the profit growth to be achieved by the end of the CAP 2009 vesting period. Profit for CAP purposes is defined as adjusted profit before tax and before the CAP share option expense.

The remuneration committee has approved a CAP 2009 profit target of £100 million, to be achieved by the end of the four year performance period in 2013, against a profit for CAP purposes of £62.3 million achieved in 2009.

The structure, terms and potential cost of CAP 2009 are broadly similar to those of CAP 2004, with the exception that CAP 2009 rewards will be funded by an equal mix of cash and new shares, whereas CAP 2004 was funded entirely by new shares. The total cost of CAP 2009 will be no more than £30 million and will be amortised over the life of the plan. The maximum number of new shares to be issued under CAP 2009 will depend on the company's share price at the date of grant of CAP 2009 options, which will take place as soon as possible after shareholder approval for the amended rules has been received.

Some minor amendments to the CAP 2009 rules are required. These will be submitted for shareholder approval at the annual general meeting in January 2010 and details of the amended rules will be set out in a circular to shareholders.  

Outlook

Generally markets seem to have stabilised after an exceptionally volatile and difficult period and the outlook among our customers is more positive than it has been for some time, although this has not yet translated into improved revenues. The broad sentiment is that global markets will continue to recover in 2010, but slowly: the risks of further banking failures and a correction to the recent recovery in financial markets remain; the prospects for economic growth in Europe and the United States are likely to be weak for the foreseeable future; and the threat of increased regulation of financial markets will continue to restrict capital availability.  

The return to profitability of most global financial institutions should be a positive factor for trading in 2010. However, the cuts in headcount and the restrictions on discretionary spend on marketing, training and information buying applied throughout 2009 are not expected to be relaxed quickly, and not before the start of our customers' new budget year in 2010. This means that the board expects that the group's revenues will continue to decline in the first quarter, a view which is supported by current levels of sales and forward bookings.  

The group continues to trade in line with the board's expectations. The first quarter of the new financial year is expected to be the toughest: the board expects the decline in year-on-year revenues to continue and profits to fall despite the benefit of cost savings implemented in 2009 and favourable exchange rates. October's revenues fell by 18% compared to a year ago. From the second quarter, the year-on-year revenue comparatives should become easier but the point at which revenues start to grow again is dependent entirely on the timing and scale of any recovery. The focus on maintaining margins and reducing net debt will therefore be maintained, although the group has also stepped up its investment in new products and electronic publishing to take advantage of the recovery when it comes.  

The group has a clear, well established strategy which it continues to execute successfully to build a more robust, high quality earnings flow. This strategy, combined with the strength of its brands and the diversity of its sectors, customers, and geographic markets, means the group is well positioned to return to growth as soon as markets improve.  

Padraic Fallon

Chairman

November 11 2009

END

NOTE TO EDITORS

About Euromoney Institutional Investor PLC (www.euromoneyplc.com)

Euromoney Institutional Investor PLC is listed on the London Stock Exchange and a member of the FTSE-250 share index. It is a leading international business-to-business media group focused primarily on the international finance, metals and commodities sectors. It publishes more than 70 magazines, newsletters and journals, including Euromoney, Institutional Investor, and Metal Bulletin. It also runs an extensive portfolio of conferences, seminars and training courses and is a leading provider of electronic information and data covering international finance, metals and emerging markets. Its main offices are in London, New York, Montreal and Hong Kong and more than a third of its revenues are derived from emerging markets.

For further information, please contact:

    
 Euromoney Institutional Investor                                               
 PLC
 Padraic Fallon, Chairman:            +44 20 7779 8556  pfallon@euromoneyplc.com
 Colin Jones, Finance Director        +44 20 7779 8845   cjones@euromoneyplc.com
 Richard Ensor, Managing Director     +44 20 7779 8845   rensor@euromoneyplc.com
                                                                                
 Financial Dynamics                                                             
 Charles Palmer                       +44 20 7269 7180     Charles.Palmer@FD.com
                                                                                

               Or visit our website at www.euromoneyplc.com
                              Appendix to Chairman's statement

                            Reconciliation of Group Income Statement to underlying results for the year ended September 30 2009

             

The reconciliation below sets out the underlying results of the group and the related adjustments to the statutory income statement that the directors consider necessary in order to provide a more comparable indication of the underlying trading performance.

                                                                    2009                               2008
                                       Underlying  Adjustments     Total  Underlying  Adjustments     Total

                                 Note      £000's       £000's    £000's      £000's       £000's    £000's

 Total revenue                    2       317,594            -   317,594     332,064            -   332,064

 Operating profit before          2        79,447            -    79,447      81,308            -    81,308
 acquired intangible
 amortisation, share option
 expense and exceptional items
 Acquired intangible                            -     (15,891)  (15,891)           -     (12,749)  (12,749)
 amortisation
 Share option expense                     (2,697)            -   (2,697)     (5,361)            -   (5,361)
 Exceptional items                3             -     (33,901)  (33,901)           -      (2,477)   (2,477)
 Operating profit before                   76,750     (49,792)    26,958      75,947     (15,226)    60,721
 associates

 Share of results in associates               219            -       219         308            -       308
 Operating profit                          76,969     (49,792)    27,177      76,255     (15,226)    61,029

 Finance income                   4         2,281            -     2,281       5,594            -     5,594
 Finance expense                  4      (16,262)     (30,557)  (46,819)    (14,506)     (14,691)  (29,197)
 Net finance costs                       (13,981)     (30,557)  (44,538)     (8,912)     (14,691)  (23,603)

 Profit/(loss) before tax                  62,988     (80,349)  (17,361)      67,343     (29,917)    37,426

 Tax (expense)/credit on          5      (17,060)       27,472    10,412    (18,346)       25,625     7,279
 profit/(loss)
 Profit/(loss) after tax from              45,928     (52,877)   (6,949)      48,997      (4,292)    44,705
 continuing operations

 Profit for the year from         9             -        1,207     1,207           -          245       245
 discontinued operations
 Profit/(loss) for the year                45,928     (51,670)   (5,742)      48,997      (4,047)    44,950
                                                                       -                                  -
 Attributable to:
 Equity holders of the parent              45,383     (51,670)   (6,287)      47,766      (4,047)    43,719
 Equity minority interests                    545            -       545       1,231            -     1,231
                                           45,928     (51,670)   (5,742)      48,997      (4,047)    44,950

 Diluted earnings/(loss) per      7        40.39p     (47.06)p   (6.67)p      44.36p      (3.99)p    40.37p
 share - continuing operations

Underlying figures are presented before the impact of amortisation of acquired intangible assets and goodwill impairment, restructuring and other exceptional operating costs, exceptional profit on disposal of investments and property, non cash movements on acquisition option commitment values, foreign exchange losses on restructured hedging arrangements and foreign exchange losses on tax equalisation swap contracts and the related tax effect. In respect of earnings, underlying amounts reflect a tax rate that includes the current tax effect of the goodwill and intangible assets.

Further analysis of the adjusting items is presented in notes 3, 4, 5 and 7 to the Preliminary Announcement.

Group Income Statement
                            for the year ended September 30 2009

                                                               2009      2008
                                                    Notes    £000's    £000's

 Total revenue                                        2     317,594   332,064

 Operating profit before acquired intangible          2      79,447    81,308   
 amortisation, share option expense and
 exceptional items
 Acquired intangible amortisation                          (15,891)  (12,749)   
 Share option expense                                       (2,697)   (5,361)   
 Exceptional items                                    3    (33,901)   (2,477)   
 Operating profit before associates                   3      26,958    60,721

 Share of results in associates                                 219       308
 Operating profit                                            27,177    61,029

 Finance income                                       4       2,281     5,594
 Finance expense                                      4    (46,819)  (29,197)
 Net finance costs                                    4    (44,538)  (23,603)

 (Loss)/profit before tax                             2    (17,361)    37,426

 Tax credit on (loss)/profit                                 10,412     1,921   
 Deferred tax asset recognition                                   -     5,358   
 Tax credit on (loss)/profit                          5      10,412     7,279

 (Loss)/profit after tax from continuing              2     (6,949)    44,705
 operations

 Profit for the year from discontinued operations     9       1,207       245
 (Loss)/profit for the year                                 (5,742)    44,950

 Attributable to:
 Equity holders of the parent                               (6,287)    43,719
 Equity minority interests                                      545     1,231
                                                            (5,742)    44,950

 Basic (loss)/earnings per share - continuing         7     (6.83)p    41.69p
 operations
 Basic (loss)/earnings per share - continuing and     7     (5.73)p    41.92p
 discontinued operations
 Diluted (loss)/earnings per share - continuing       7     (6.67)p    40.37p
 operations
 Diluted (loss)/earnings per share - continuing       7     (5.59)p    40.60p
 and discontinued operations
 Adjusted diluted earnings per share                  7      40.39p    44.36p
 Dividend per share (including proposed dividends)    6      14.00p    19.25p

                            A detailed reconciliation of the group's underlying results is set out in the appendix to the chairman's statement on page 7.                         Group Balance Sheet

                           as at September 30 2009

                                                                         2009       2008
                                                             Notes     £000's     £000's
 Non-current assets
 Intangible assets
                           Goodwill                                   291,338    272,096
                           Other intangible assets                    134,310    135,482
 Property, plant and equipment                                         19,750     21,661
 Investments                                                              209        303
 Deferred tax assets                                                   18,474     16,459
 Net pension surplus                                                        -      2,527
 Derivative financial instruments                                         569        368
                                                                      464,650    448,896
 Current assets
 Trade and other receivables                                           59,000     69,141
 Amounts on loans owed by DMGT group undertakings                           -    155,772
 Current income tax assets                                              6,311      1,928
 Cash at bank and in hand                                              12,545     21,211
 Derivative financial instruments                                         569      1,451
                                                                       78,425    249,503
 Current liabilities
 Acquisition option commitments                                      (11,237)   (22,276)
 Trade and other payables                                            (59,214)   (30,619)
 Amounts on loans owed to DMGT group undertakings                           -  (155,772)
 Current income tax liabilities                                       (6,139)    (2,558)
 Accruals                                                            (46,972)   (50,016)
 Deferred income                                                     (82,599)   (89,488)
 Derivative financial instruments                                     (9,917)   (15,165)
 Provisions                                                           (2,359)    (1,198)
 Committed loan facility                                                    -  (184,594)
 Loan notes                                                           (5,719)    (7,579)
 Bank overdrafts                                                        (482)    (1,032)
                                                                    (224,638)  (560,297)

 Net current liabilities                                            (146,213)  (310,794)

 Total assets less current liabilities                                318,437    138,102

 Non-current liabilities
 Acquisition option commitments                                         (706)    (7,572)
 Other non-current liabilities                                        (1,012)    (1,301)
 Committed loan facility                                            (171,404)          -
 Deferred tax liabilities                                            (21,777)   (27,887)
 Net pension deficit                                                    (364)          -
 Derivative financial instruments                                    (14,592)    (9,773)
 Provisions                                                           (3,591)    (3,505)
                                                                    (213,446)   (50,038)
 Net assets                                                           104,991     88,064

 Shareholders' equity
 Called up share capital                                      10          284        263
 Share premium account                                        11       52,445     38,575
 Other reserve                                                11       64,981     64,981
 Capital redemption reserve                                   11            8          8
 Own shares                                                   11         (74)       (74)
 Liability for share based payments                           11       23,646     20,676
 Fair value reserve                                           11     (39,508)   (19,579)
 Translation reserve                                          11       44,734     17,113
 Retained earnings                                            11     (42,511)   (36,916)
 Equity shareholders' surplus                                         104,005     85,047
 Equity minority interests                                                986      3,017
 Total equity                                                         104,991     88,064

                              Group Cash Flow Statement

                            for the year ended September 30 2009

                                                                 2009       2008
                                                               £000's     £000's
 Cash flow from operating activities
 Operating profit                                              27,177     61,029
 Share of results in associates                                 (219)      (308)
 Profit on disposal of long-term investment                         -    (1,589)
 Acquired intangible amortisation                              15,891     12,749
 Licences and software amortisation                               256        207
 Share option expense                                           2,697      5,361
 Goodwill impairment                                           21,929      2,952
 Intangible impairment                                          1,235          -
 Reduction in goodwill arising from a deferred tax                  -      2,784
 adjustment
 Depreciation of property, plant and equipment                  2,544      2,759
 Exceptional depreciation of property, plant and equipment      1,210          -
 Increase/(decrease) in provisions                              1,476    (1,419)
 Loss/(profit) on disposal of property, plant and                 125    (1,662)
 equipment
 Operating cash flows before movements in working capital      74,321     82,863
 Decrease in receivables                                       15,983      3,224
 (Decrease)/increase in payables                             (17,727)     13,697
 Cash generated from operations                                72,577     99,784
 Income taxes received/(paid)                                   1,263   (12,231)
 Net cash from operating activities                            73,840     87,553

 Investing activities
 Dividends paid to minorities                                 (1,806)    (2,056)
 Dividends received from associate                                313        257
 Interest received                                                801      4,212
 Purchase of intangible assets                                  (146)      (156)
 Purchase of property, plant and equipment                    (1,260)    (4,240)
 Proceeds from disposal of property, plant and equipment           21      2,846
 Proceeds from disposal of long-term investment                     -      1,589
 Purchase of additional interest in subsidiary               (19,890)    (5,997)
 undertakings
 Acquisition of subsidiary undertakings                             -      (556)
 Proceeds from disposal of discontinued operations              1,259        245
 Net cash used in investing activities                       (20,708)    (3,856)

 Financing activities
 Dividends paid                                               (6,771)   (19,950)
 Interest paid                                                (8,887)   (10,129)
 Interest paid on loan notes                                    (291)      (534)
 Issue of new share capital                                         5         72
 Settlement of derivative assets/liabilities                 (35,861)    (5,591)
 Amounts received on intergroup tax equalisation swaps         23,088          -
 Redemption of loan notes                                     (1,767)    (4,324)
 Loan repaid to DMGT group company                          (117,239)  (217,236)
 Loan received from DMGT group company                         83,903    171,218
 Net cash used in financing activities                       (63,820)   (86,474)

 Net decrease in cash and cash equivalents                   (10,688)    (2,777)

 Cash and cash equivalents at beginning of year                20,179     20,776
 Effect of foreign exchange rate movements                      2,572      2,180
 Cash and cash equivalents at end of year                      12,063     20,179

 Cash and cash equivalents include bank overdrafts.
    

                        Note to the Group Cash Flow Statement

                            Net Debt

                                                      2009       2008
                                                    £000's     £000's

 Net debt at beginning of year                   (171,994)  (204,579)
 Decrease in cash and cash equivalents            (10,688)    (2,777)
 Decrease in amounts owed to DMGT group company     33,336     46,018
 Redemption of loan notes                            1,767      4,324
 Interest paid on loan notes                           291        534
 Other non-cash changes                            (4,748)    (5,805)
 Effect of foreign exchange rate movements        (13,024)    (9,709)
 Net debt at end of year                         (165,060)  (171,994)

                            Net debt comprises cash at bank and in hand, bank overdrafts, committed borrowings and loan notes.

                            Non-cash changes represent interest added to the principal amounts owed to DMGT and accrued interest on loan notes.                          Group Statement of Recognised Income and Expense

                            for the year ended September 30 2009

                                                                                           2009      2008
                                                                                         £000's    £000's

 Change in fair value of hedges                                                         (9,285)  (17,455)
 Gains on revaluation of intangible assets                                                2,544     1,692
 Net exchange differences on translation of net investments in overseas subsidiary       27,621    32,448
 undertakings
 Net exchange differences on foreign currency                                          (16,690)  (19,115)
 loans
 Actuarial (losses)/gains on defined benefit                                            (3,382)     1,589
 pension schemes
 Tax on items taken directly to equity                                                    3,792     1,282
 Net income recognised directly in equity                                                 4,600       441

 Transfer of loss/(gain) on cash flow hedges from fair value reserves to income           3,502   (2,877)
 statement
 (Loss)/profit for the year                                                             (5,742)    44,950

 Total recognised income and expense for the                                              2,360    42,514
 year

 Attributable to:
 Equity holders of the parent                                                             1,815    41,283
 Equity minority interests                                                                  545     1,231
                                                                                          2,360    42,514

Notes to the Preliminary Announcement
 
1              Basis of preparation
 
The financial information set out in this announcement does not constitute the company*s statutory accounts for the year ended September 30 2009 or 2008 but is derived from those accounts. Statutory accounts for 2008 have been delivered to the Registrar of Companies, and those for 2009 will be delivered following the company*s annual general meeting. The auditors have reported on those accounts; their report was unqualified and did not draw attention to any matters by way of emphasis and did not contain a statement under s498 (2) or (3) Companies Act 2006 and schedule 237 (2) or (3) Companies Act 1985.
                                                           
Going concern, debt covenants and liquidity
The results of the group*s business activities, together with the factors likely to affect its future development, performance and financial position are set out in the Chairman's statement above.
 
The financial position of the group, its cash flows and liquidity position are set out in detail in this announcement. The group meets its day-to-day working capital requirements through its $400 million dedicated multi-currency borrowing facility with Daily Mail and General Trust plc group. The facility is divided into four quantums of sterling and US dollar funds with three and five year terms with a total maximum borrowing capacity of $310 million (£194 million) and £59 million respectively. The facility's covenant requires the group's net debt to be no more than four times adjusted EBITDA on a rolling 12 month basis. At September 30 2009, the group's net debt to adjusted EBITDA was 1.99 times and the uncommitted undrawn facility available to the group was £81.4 million. The three year quantums of the facility are due for renewal in December 2011 and the five year quantums in December 2013.
 
The current economic conditions create uncertainty, particularly over: a) the level of demand for the group*s products; b) the exchange rate between sterling and US dollars and its impact on the translation of US dollar profits and losses from its US-dollar-based businesses and transactions, including the gains or losses from the group's forward contracts used to partially hedge these; and c) the availability of bank finance in the foreseeable future.
 
The group*s forecasts and projections, taking account of reasonably possible changes in trading performance, show that the group should be able to operate within the level and covenants of its current borrowing facility.
 
After making enquiries, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the directors continue to adopt the going concern basis in preparing this financial information.
 
 
2              Segmental analysis
 
Primary reporting format
Segmental information is presented in respect of the group's business divisions and reflects the group's management and internal reporting structure. The group is organised into five business divisions: Financial publishing; Business publishing; Training; Conferences and seminars; and Databases and information services. This is considered to be the primary reporting format. Financial publishing and Business publishing consist primarily of advertising and subscription revenue. The Training division consists primarily of delegate revenue. Conferences and seminars consists of both sponsorship income and delegate revenue. Databases and information services consists of subscription revenue. A breakdown of the group's revenue by type is set out below.
 
Secondary reporting format
The group divides the operation of its businesses across three main geographical areas: United Kingdom; North America; and Rest of World (which primarily includes Asia). These geographical areas are considered as the secondary reporting format.
 
Inter segment sales are charged at prevailing market rates and shown in the eliminations columns below.
 

                                   United Kingdom     North America   Rest of World    Eliminations         Total
                                    2009     2008     2009     2008    2009    2008     2009     2008     2009     2008
                                  £000's   £000's   £000's   £000's  £000's  £000's   £000's   £000's   £000's   £000's
 Revenue
 By division and source:
 Financial publishing             43,330   49,217   34,892   36,401   1,856   1,956  (4,718)  (3,415)   75,360   84,159
 Business publishing              42,765   40,361   14,601   12,598   1,760   1,963  (2,798)  (1,834)   56,328   53,088
 Training                         19,038   27,078    8,838   10,581   4,180   3,553    (374)    (460)   31,682   40,752
 Conferences and seminars         28,584   31,511   33,379   38,386  12,918  18,147     (30)    (145)   74,851   87,899
 Databases and information        10,185    7,529   54,707   40,733  22,589  17,867        -      (2)   87,481   66,127
 services
 Sold/closed businesses                -       47        -        -       -       -        -      (8)        -       39
 Corporate revenue                 1,625    1,665      331      299       2       2  (1,958)  (1,966)        -        -
 Foreign exchange losses on      (8,108)        -        -        -       -       -        -        -  (8,108)        -
 forward contracts
 Total revenue                   137,419  157,408  146,748  138,998  43,305  43,488  (9,878)  (7,830)  317,594  332,064

                                                                                                          2009     2008
                                                                                                        £000's   £000's
 Revenue by type:
 Subscriptions                                                                                         152,305  123,067
 Advertising                                                                                            54,817   66,504
 Sponsorship                                                                                            38,454   45,813
 Delegates                                                                                              69,588   86,350
 Other                                                                                                  10,538   10,291
 Sold/closed businesses                                                                                      -       39
  Foreign exchange losses on forward contracts                                                         (8,108)        -
 Total revenue                                                                                         317,594  332,064
 Investment income (note 4)                                                                                246      597
 Total revenue and investment income                                                                   317,840  332,661

Notes to the Preliminary Announcement continued

2    Segmental analysis continued

                                  United Kingdom    North America       Rest of World      Eliminations          Total
                                    2009    2008      2009      2008      2009     2008     2009     2008      2009      2008
                                  £000's  £000's    £000's    £000's    £000's   £000's   £000's   £000's    £000's    £000's
 Revenue
 By destination:
 Sale of goods                    48,035  52,893    88,568    85,650    91,392   71,308  (8,826)  (6,477)   219,169   203,374
 Sale of services                 11,216   8,884    42,719    47,942    53,650   73,170  (1,052)  (1,345)   106,533   128,651
 Sold/closed businesses                -      47         -         -         -        -        -      (8)         -        39
 Foreign exchange losses on      (8,108)       -         -         -         -        -        -        -   (8,108)         -
 forward contracts
 Group revenue                    51,143  61,824   131,287   133,592   145,042  144,478  (9,878)  (7,830)   317,594   332,064
 Investment income                    31     459         2       106       213       32        -        -       246       597
 Total revenue and investment     51,174  62,283   131,289   133,698   145,255  144,510  (9,878)  (7,830)   317,840   332,661
 income

                                                      United Kingdom    North America     Rest of World          Total
                                                      2009      2008      2009     2008     2009     2008      2009      2008
                                                    £000's    £000's    £000's   £000's   £000's   £000's    £000's    £000's
 Operating profit1
 By division and source:
 Financial publishing                               15,436    18,573     4,682    5,644      212      287    20,330    24,504
 Business publishing                                18,614    15,467     4,351    3,402      412      527    23,377    19,396
 Training                                            3,838     7,720     1,164    1,838    1,229      883     6,231    10,441
 Conferences and seminars                            7,832     9,067     8,532   10,718    (505)    3,263    15,859    23,048
 Databases and information                           6,629     4,595    24,990   14,032    4,602    2,479    36,221    21,106
 services
 Sold/closed businesses                               (45)        81         -        -        -        -      (45)        81
 Unallocated corporate costs                      (25,122)  (24,132)     3,391    5,675    (795)    1,189  (22,526)  (17,268)
 Operating profit before                            27,182    31,371    47,110   41,309    5,155    8,628    79,447    81,308
 acquired intangible
 amortisation, share option
 expense and exceptional items
 Acquired intangible                               (5,474)   (4,396)   (8,913)  (7,107)  (1,504)  (1,246)  (15,891)  (12,749)
 amortisation 2
 Share option expense                              (2,042)   (3,538)     (504)  (1,555)    (151)    (268)   (2,697)   (5,361)
 Exceptional items (note 3)                          (595)     2,306  (25,813)  (4,783)  (7,493)        -  (33,901)   (2,477)
 Operating profit before                            19,071    25,743    11,880   27,864  (3,993)    7,114    26,958    60,721
 associates
 Share of results in associates                                                                                 219       308
 Net finance costs (note 4)                                                                                (44,538)  (23,603)
 (Loss)/profit before tax                                                                                  (17,361)    37,426
 Tax credit (note 5)                                                                                         10,412     7,279
 (Loss)/profit after tax                                                                                    (6,949)    44,705

      Acquired intangible amortisation of £15,891,000 (2008: £12,749,000) can be allocated as follows: Financial publishing £638,000 (2008: £1,267,000); Business publishing £5,203,000 (2008: £3,395,000); Conferences and seminars £478,000 (2008: £291,000); Databases and information services £9,430,000 (2008: £7,647,000); Unallocated corporate costs £142,000 (2008: £149,000).

Share option expense of £2,697,000 (2008: £5,361,000) can be allocated as follows: Financial publishing £798,000 (2008: £1,320,000); Business publishing £365,000 (2008: £603,000); Training £679,000 (2008: £1,122,000); Conferences and seminars £396,000 (2008: £655,000); Databases and information services gain £41,000 (2008: £805,000); Unallocated corporate costs £500,000 (2008: £856,000).

The exceptional loss of £33,901,000 (2008: £2,477,000) can be allocated as follows: Financial publishing £1,120,000 (2008: £nil); Business publishing £241,000 (2008: gain £475,000); Training £71,000 (2008: £nil); Conferences and seminars £23,697,000 (2008: £2,952,000); Databases and information services £1,181,000 (2008: £nil); Unallocated corporate costs £7,591,000 (2008: £nil). 

1 Operating profit before acquired intangible amortisation, share option expense and exceptional items, (refer to the appendix to the chairman's statement).

2 Intangible amortisation represents amortisation on acquisition related non-goodwill assets such as brands, databases and trademarks.
      Notes to the Preliminary Announcement continued

3    Exceptional items

Exceptional items are items of income or expense considered by the directors, either individually or if of a similar type in aggregate, as being either material or significant and which require disclosure in order to provide a view of the group's results excluding these items.

                                                                 2009       2008
                                                               £000's     £000's
 Profit on sale of property                                         -      1,670
 Profit on disposal of long-term investment                         -      1,589
 Reduction in goodwill arising from a deferred tax                  -    (2,784)
 adjustment                                                            
 Goodwill and intangible asset impairment                    (23,164)    (2,952)
 Restructuring and other costs                               (10,737)          -
                                                             (33,901)    (2,477)

The group has reviewed the carrying value of goodwill and intangible assets and as a result has impaired capitalised goodwill and intangible assets, mostly in connection with the group's US-based structured finance event businesses and its Asia-based conference organiser and training business, by £23,164,000 (2008: £2,952,000) with a corresponding tax credit of £6,374,000 (2008: £nil).

During the year, in response to tough trading conditions, the directors have restructured the group's operations resulting in the rationalisation of its property portfolio (exceptional cost of £3,715,000), a reduction in group headcount (exceptional cost of £3,371,000), and other exceptional costs (£3,651,000) giving rise to total exceptional restructuring and other costs of £10,737,000 (£2008: £nil) and a related tax credit of £4,138,000 (2008: £nil).
      Notes to the Preliminary Announcement continued

4    Finance income and expense

                                                                             2009      2008
                                                                           £000's    £000's
 Finance income
 Interest income:
          Interest receivable from DMGT group undertakings                    654     3,825
          Interest receivable from short-term investments                     246       597
          Expected return on pension scheme assets                          1,162     1,172
 Fair value gains on financial instruments:
          Ineffectiveness of interest rate swaps                              219         -
                                                                            2,281     5,594
 Finance expense
 Interest expense:
          Interest payable on committed borrowings                       (12,297)  (12,252)
          Interest payable to DMGT group undertakings                     (1,294)   (3,825)
          Interest payable on loan notes                                    (197)     (478)
          Interest on pension scheme liabilities                          (1,189)   (1,150)
          Foreign exchange loss on restructured hedging arrangements      (7,863)         -
          Net movements in acquisition option commitment values           (2,202)   (1,730)
          Imputed interest on acquisition option commitments                (638)     (995)
          Interest on tax underpaid                                       (1,364)         -
          Foreign exchange loss on tax equalisation contracts            (19,854)  (11,966)
          Other gains on tax equalisation contracts                            79     3,426
          Net loss on tax equalisation contracts                         (19,775)   (8,540)
 Fair value losses on financial instruments:
          Ineffectiveness of interest rate swaps                                -     (227)
                                                                         (46,819)  (29,197)

 Net finance costs                                                       (44,538)  (23,603)

The foreign exchange loss on tax equalisation contracts of £19,854,000 (2008: £11,966,000) relates to foreign exchange losses on hedges on intra-group financing. This foreign exchange loss is matched by an equal and opposite tax credit so that there is no financial impact on earnings per share. The foreign exchange loss and the tax credit are excluded from underlying profit and the underlying tax expense (note 5).

The foreign exchange losses on restructured hedging arrangements of £7,863,000 (2008: £nil) arise from forward contracts classified as ineffective under IAS 39 'Financial Instruments' following the directors' review of the group's US dollar revenue capacity in its UK-based businesses.

                                                                                             2009      2008
                                                                                           £000's    £000's
 Reconciliation of net finance costs in income statement to underlying net finance costs
 Total net finance costs in the income statement                                         (44,538)  (23,603)
 Add back:
           Foreign exchange losses on restructured hedging arrangements                     7,863         -
           Net movements in acquisition option commitment values                            2,202     1,730
           Imputed interest on acquisition option commitments                                 638       995
           Foreign exchange loss on tax equalisation contracts                             19,854    11,966
                                                                                           30,557    14,691
 Underlying net finance costs                                                            (13,981)   (8,912)

      Notes to the Preliminary Announcement continued

5    Tax on (loss)/profit on ordinary activities

                                            2009      2008
                                          £000's    £000's
 Current tax (credit)/expense
 UK corporation tax expense                  340       860
 Foreign tax (credit)/expense            (3,016)     5,265
 Adjustments in respect of prior years       550   (2,234)
                                         (2,126)     3,891
 Deferred tax (credit)/expense
 Current year                           (10,446)   (9,858)
 Adjustments in respect of prior years     2,160   (1,312)
                                         (8,286)  (11,170)
 Total tax credit in income statement   (10,412)   (7,279)

The effective tax rate for the year is a credit of 60% (2008: credit at 19%). The underlying tax rate for 2009 is 27% (2008: 27%) as set out below:  

                                                                                              2009     2008
                                                                                            £000's   £000's
 Reconciliation of tax credit in income statement to underlying tax expense
 Total tax credit in income                                                               (10,412)  (7,279)
 statement
 Add back:
               Tax on intangible                                                             4,684    6,950
               amortisation
               Tax on exceptional                                                           10,512    1,181
               items
               Tax on acquisition option commitments                                       (2,503)        -
               Tax credit on foreign exchange loss on tax equalisation swap                 19,854   11,966
               Tax on foreign exchange losses on restructured hedging arrangements           2,202        -
               Tax on US goodwill                                                          (4,567)  (3,376)
               amortisation
               Tax adjustments in respect of prior                                         (2,710)    3,546
               years
               Deferred tax asset                                                                -    5,358
               recognition
                                                                                            27,472   25,625
 Underlying tax expense                                                                     17,060   18,346

 Underlying profit before tax (refer to the appendix to the chairman's statement)           62,988   67,343
 Underlying effective tax rate                                                                 27%      27%

Following a reassessment of the recoverability of the potential deferred tax asset on overseas tax losses and other short-term timing differences, an additional asset of £nil (2008: £5,358,000) has been recognised.

A credit of £19,854,000 (2008: £11,966,000) relating to tax on foreign exchange losses has been treated as exceptional as it is hedged by £19,854,000 (2008: £11,966,000) of foreign exchange losses on tax equalisation contracts included within net finance costs (note 4).

The group presents the above underlying effective tax rate to help users of this report better understand its tax charge. In arriving at this rate, the group removes the tax effect of items which are adjusted for in arriving at the underlying profit disclosed in the appendix to the Chairman's statement. However, the current tax effect of goodwill and intangible items is not removed. The group considers that the resulting underlying effective tax rate is more representative of its tax payable position, as the deferred tax effect of the goodwill and intangible items is not expected to crystallise.  

The actual tax credit for the year is different from 28% of (loss)/profit before tax for the reasons set out in the following reconciliation:
      

                                                                                    2009     2008
                                                                                  £000's   £000's

 (Loss)/profit before tax                                                       (17,361)   37,426

 Tax at 28% (2008: 29%)                                                          (4,861)   10,854
 Factors affecting tax charge:
          Rates of tax on                                                        (1,307)      224
          overseas profits
          Associate income reported net of tax                                      (61)     (89)
          US State taxes                                                           1,281    1,134
          Goodwill and                                                             2,024     (69)
          intangibles
          Disallowable                                                             1,594    2,559
          expenditure
          Tax effects of intra-group transactions eliminated on consolidation   (14,295)  (8,567)
          Reversal of deferred tax asset on exercise of acquisition put            2,503        -
          options
          Recognition of previously unrecognised tax losses                            -  (2,855)
          Recognition of previously unrecognised deferred tax                          -  (2,503)
          Gains on disposal covered by brought forward losses                          -    (960)
          Deferred tax credit arising from changes in tax laws                         -  (3,461)
          Prior year                                                               2,710  (3,546)
          adjustments
 Total tax credit for the year                                                  (10,412)  (7,279)

      

6    Dividends

                                                                  2009    2008
                                                                £000's  £000's
 Amounts recognisable as distributable to equity holders in
 period
 Final dividend for the year ended September 30 2008 of 13.0p   13,697  13,388
 (2007: 13.0p)
 Interim dividend for year ended September 30 2009 of 6.25p      6,971   6,573
 (2008: 6.25p)
                                                                20,668  19,961
 Employees' Share Ownership Trust dividend                        (11)    (11)
                                                                20,657  19,950

 Proposed final dividend for the year ended September 30         8,816  13,689
 Employees' Share Ownership Trust dividend                         (5)     (8)
                                                                 8,811  13,681

A final dividend of 7.75 pence per ordinary share (2008: 13.0 pence) is proposed for the year ended September 30 2009. Subject to shareholder approval at the Annual General Meeting, this would be paid on February 4 2010 to shareholders on the register on November 20 2009. It is expected that the shares will be marked ex-dividend on November 18 2009. 

The directors have resolved to offer a scrip dividend alternative, under the scheme approved by shareholders on January 28 2009, to the final dividend. The scrip reference price, by reference to which new ordinary shares will be issued to those shareholders who elect to receive shares instead of cash in respect of the final dividend, will be announced by the company on December 9 2009. The scrip reference price will be equal to the average of the middle market quotations of an ordinary share as derived from the Daily Official List for the fifteen successive dealing days commencing on November 18 2009 and ending on December 8 2009. Mandate forms or revocations of elections must be received by the company's registrars no later than 3.00 pm on January 14 2010 to be effective. Full details of the scrip dividend alternative will be included in the shareholders circular which will be sent to shareholders in December 2009 and for those shareholders who have opted for electronic communication, the information will be available on the company's website (www.euromoneyplc.com) at the same time.

The proposed final dividend of 7.75 pence (2008: 13.0 pence) is subject to approval at the Annual General Meeting on January 21 2010 and has not been included as a liability in these financial statements in accordance with IAS 10 'Events after the balance sheet date'.
      

7     (Loss)/earnings per share

                                                                              2009     2008
                                                                            £000's   £000's

 (Loss)/earnings attributable to equity holders of                         (6,287)   43,719
 the parent
 Less earnings from discontinued operations                                (1,207)    (245)
 Basic (loss)/earnings - continuing operations                             (7,494)   43,474

 Acquired intangible amortisation                                           15,891   12,749
 Exceptional items                                                          33,901    2,477
 Imputed interest on acquisition option                                        638      995
 commitments
 Net movements in acquisition option commitment                              2,202    1,730
 values
 Foreign exchange loss on restructured hedging arrangements                  7,863        -
 Tax on above adjustments                                                 (14,895)  (8,131)
 Tax deduction on US goodwill                                                4,567    3,376
 Tax adjustment in respect of prior years                                    2,710  (3,546)
 Deferred tax assets recognition                                                 -  (5,358)
 Adjusted earnings                                                          45,383   47,766

                                                                            Number   Number
                                                                             000's    000's

 Weighted average number of shares                                         109,750  104,348
 Shares held by the Employees' Share Ownership                                (59)     (59)
 Trust
                                                                           109,691  104,289
 Effect of dilutive share options                                            2,682    3,398
 Diluted weighted average number of shares                                 112,373  107,687

                                                                       Pence per share  Pence per share
 Basic (loss)/earnings per share - continuing                                   (6.83)            41.69
 operations
 Effect of dilutive share                                                         0.16           (1.32)
 options
 Diluted (loss)/earnings per share - continuing                                 (6.67)            40.37
 operations

 Effect of acquired intangible                                                   14.14            11.84
 amortisation
 Effect of exceptional items                                                     30.17             2.30
 Effect of imputed interest on acquisition option                                 0.57             0.92
 commitments
 Effect of net movements in acquisition option                                    1.96             1.61
 commitment values
 Effect of foreign exchange loss on restructured hedging arrangements             7.00                -
 Effect of tax on the above                                                    (13.25)           (7.55)
 adjustments
 Effect of tax deduction on US                                                    4.06             3.14
 goodwill
 Effect of tax adjustment in                                                      2.41           (3.29)
 respect of prior years
 Effect of deferred tax assets                                                       -           (4.98)
 recognition
 Adjusted diluted earnings per                                                   40.39            44.36
 share

 Basic (loss)/earnings per share - continuing and discontinued                  (5.73)            41.92
 operations
 Effect of dilutive share                                                         0.14           (1.32)
 options
 Diluted (loss)/earnings per                                                    (5.59)            40.60
 share - continuing and
 discontinued operations

The adjusted diluted earnings per share figure has been disclosed since the directors consider it to give a more meaningful indication of the underlying trading performance.

8    Acquisitions

Increase in equity holdings

In January 2009, the group purchased the remaining 20% of the equity share capital of Information Management Network LLC (IMN), the structured finance, indexing and real estate events business, for a cash consideration of $11,107,000 (£7,704,000), resulting in additional provisional goodwill of $10,016,000 (£6,948,000) and bringing total goodwill to $47,222,000 (£29,525,000).

In January 2009, the group exercised its option to purchase the third tranche (10.9%) of Total Derivatives Limited increasing its equity holding from 78.3% to 89.2%. The equity was purchased for £2,834,000 resulting in additional provisional goodwill of £2,482,000 and bringing total goodwill to £8,180,000.

In February 2009, the group purchased a further 15% of the equity share capital of TelCap Limited for a cash consideration of £5,952,000 payable in April 2009, resulting in additional provisional goodwill of £5,308,000 and bringing total goodwill to £10,448,000. The group's equity shareholding in TelCap Limited increased to 85%.

In February 2009, the group purchased a further 3.93% of the equity share capital of Internet Securities, Inc. (ISI) for a cash consideration of $4,344,000 (£3,013,000), resulting in additional provisional goodwill of the same amount and bringing the total goodwill to $13,575,000 (£9,470,000). The group's equity shareholding in ISI increased to 97.8%.

In May 2009, the group purchased the remaining 10% of the equity share capital of Asia Business Forum (ABF), a leading conference organiser and training business for the Asia region, for a cash consideration of SG$846,000 (£387,000), resulting in additional provisional goodwill of SG$675,000 (£309,000) and bringing total goodwill to $2,528,000 (£1,122,000).

                                             IMN  Total Derivatives   TelCap    ABF
                                           £'000              £'000    £'000  £'000
 Book value
                Intangible assets              -              6,701    2,025  1,433
                Cash                       1,503              3,549    2,458    455
                Other assets               5,324                685    2,116    501
                Liabilities              (5,981)            (5,643)  (5,127)  (977)
                Total                        846              5,292    1,472  1,412

 Provisional fair value adjustments
                Intangible assets          4,892            (2,846)    3,914  (811)
                Deferred tax             (1,957)                797  (1,096)    178
                                           2,935            (2,049)    2,818  (633)
 Provisional fair value of net assets      3,781              3,243    4,290    779

 Net assets acquired
                %                            20%             10.85%      15%    10%
                £'000                        756                352      644     78

 Provisional goodwill                      6,948              2,482    5,308    309

 Consideration (satisfied by cash)         7,704              2,834    5,952    387

If the acquisitions in the table above had been completed on the first day of the financial year, group revenues for the period would have remained unchanged and group loss attributable to equity holders of the parent would have been reduced by £271,000.
      9    Discontinued operations

In September 2009 the group received a final payment of £1,207,000 after related costs from the sale of the Atalink Limited, following the agreement of their completion accounts. There is no related tax charge. The business and net assets of Atalink Limited were sold in March 2007 and were treated as a discontinued operation up to that date.

The group's income statement does not include any trading results from discontinued operations other than the profit on disposal from the proceeds above.

10    Called up share capital

                                                      2009    2008
                                                    £000's  £000's
 Authorised
 137,365,200 ordinary shares of 0.25p each
 (2008: 137,365,200 ordinary shares of 0.25p each)     343     343

 Allotted, called up and fully paid
 113,757,463 ordinary shares of 0.25p each
 (2008: 105,300,896 ordinary shares of 0.25p each)     284     263

During the year, 8,456,567 ordinary shares of 0.25p each (2008: 2,328,418 ordinary shares) with an aggregate nominal value of £21,141 (2008: £5,821) were issued as follows: 6,257,957 ordinary shares (2008: nil) under the company's 2008 scrip dividend alternative for a cash consideration of £nil (2008: £nil) and 2,198,610 ordinary shares (2008: 2,328,418 ordinary shares) following the exercise of share options granted under the company's share option schemes for a cash consideration of £5,497 (2008: £71,680). 

11     Statement of movement on reserves

                                                                       Liability                                           
                                   Share              Capital          for share      Fair                                 
                                 premium    Other  redemption     Own      based     value  Translation  Retained          
                                 account  reserve     reserve  shares   payments   reserve      reserve  earnings     Total
                                  £000's   £000's      £000's  £000's     £000's    £000's       £000's    £000's    £000's
                                                                                                                           
 At September 30 2007             38,509   64,981           8    (74)     15,737    18,176     (15,335)  (69,975)    52,027
 Retained profit for the year          -        -           -       -          -         -            -    43,719    43,719
 Recognition of acquisition            -        -           -       -          -         -            -     (500)     (500)
 option commitments
 Exercise of acquisition option        -        -           -       -          -         -            -     6,919     6,919
 commitments
 Exchange differences arising          -        -           -       -          -         -       32,448         -    32,448
 on translation of net
 investments in overseas
 subsidiary undertakings
 Net exchange difference on            -        -           -       -          -  (19,115)            -         -  (19,115)
 foreign currency loans
 Change in fair value of hedges        -        -           -       -          -  (17,455)            -         -  (17,455)
 Transfer of gain on cash flow         -        -           -       -          -   (2,877)            -         -   (2,877)
 hedges from fair value
 reserves to income statement
 Change in fair value of                                                             1,692            -         -     1,692
 intangible assets
 Credit for share-based                -        -           -       -      4,939         -            -         -     4,939
 payments
 Dividends paid                        -        -           -       -          -         -            -  (19,950)  (19,950)
 Change in actuarial                   -        -           -       -          -         -            -     1,589     1,589
 assumptions in defined benefit
 scheme
 Exercise of share options            66        -           -       -          -         -            -         -        66
 Tax on items going through            -        -           -       -          -         -            -     1,282     1,282
 reserves
 At September 30 2008             38,575   64,981           8    (74)     20,676  (19,579)       17,113  (36,916)    84,784
 Retained loss for the year            -        -           -       -          -         -            -   (6,287)   (6,287)
 Exercise of acquisition option        -        -           -       -          -         -            -    20,939    20,939
 commitments
 Exchange differences arising          -        -           -       -          -         -       27,621         -    27,621
 on translation of net
 investments in overseas
 subsidiary undertakings
 Net exchange difference on            -        -           -       -          -  (16,690)            -         -  (16,690)
 foreign currency loans
 Change in fair value of hedges        -        -           -       -          -   (9,285)            -         -   (9,285)
 Transfer of loss on cash flow         -        -           -       -          -     3,502            -         -     3,502
 hedges from fair value
 reserves to income statement
 Change in fair value of               -        -           -       -          -     2,544            -         -     2,544
 intangible assets
 Credit for share-based                -        -           -       -      2,970         -            -         -     2,970
 payments
 Scrip\cash dividends paid        13,870        -           -       -          -         -            -  (20,657)   (6,787)
 Change in actuarial                   -        -           -       -          -         -            -   (3,382)   (3,382)
 assumptions in defined benefit
 scheme
 Tax on items going through            -        -           -       -          -         -            -     3,792     3,792
 reserves
 At September 30 2009             52,445   64,981           8    (74)     23,646  (39,508)       44,734  (42,511)   103,721

The investment in own shares is held by the Euromoney Employees' Share Ownership Trust (ESOT). At September 30 2009 the ESOT held 58,976 shares (2008: 58,976 shares) carried at a historic cost of £1.25 per share with a market value of £220,000 (2008: £192,000). The trust waived the rights to receive dividends. Interest and administrative costs are charged to the profit and loss account of the ESOT as incurred.

The other reserve represents the share premium arising on the shares issued for the purchase of Metal Bulletin plc in October 2006.

This information is provided by RNS
The company news service from the London Stock Exchange
 
  END 
 
FR EAFFFFLPNFAE

RNS Number : 3114B Euromoney Institutional InvestorPLC 23 October 2009

TR-1:NOTIFICATION OF MAJOR INTEREST IN SHARES

1. Identity of the issuer or the underlying issuer Euromoney Institutional Investor

of existing shares to which voting rights are attached: ii 2 Reason for the notification (please tick the appropriate box or boxes): An acquisition or disposal of voting rights
Yes

An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to
which voting rights are attached No

An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments
No

An event changing the breakdown of voting rights
No

Other (please specify): 3. Full name of person(s) subject to the
notification obligation: iii AEGON UK Group of Companies

4. Full name of shareholder(s) (if different from 3.):iv 5. Date of the transaction and date on
which the threshold is crossed or 16th October 2009

reached: v 6. Date on which issuer notified:
20th October 2009

7. Threshold(s) that is/are crossed or
reached: vi, vii 3%

8. Notified details: A: Voting rights attached to shares viii, ix
Class/type of Situation previous Resulting situation after the triggering transaction
shares to the triggering
transaction

if possible using the ISIN CODE
Number Number Number Number of voting % of voting rights x
of of of shares rights
Shares Voting
Rights
Direct Direct xi Indirect xii Direct Indirect
GB0006886666 Below 3% Below 3% 3,503,605 2,486,742 1,016,863 2.19 0.89

B: Qualifying Financial Instruments Resulting situation after the triggering transaction
Type of financial Expiration Exercise/ Number of voting % of voting
instrument date xiii Conversion Period xiv rights that may be rights
acquired if the
instrument is
exercised/ converted.

C: Financial Instruments with similar economic effect to Qualifying Financial Instruments xv, xvi Resulting situation after the triggering transaction
Type of financial Exercise price Expiration date xvii Exercise/ Number of voting rights instrument refers to % of voting rights xix, xx
instrument Conversion period xviii
Nominal Delta

Total (A+B+C)
Number of voting rights Percentage of voting rights
3,503,605 3.08%

9. Chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held, if applicable: xxi

AEGON UK Group of companies - parent undertaking of: AEGON Asset Management UK plc AEGON Investment Management UK ltd.

Proxy Voting:
10. Name of the proxy holder: AEGON UK Group of Companies

11. Number of voting rights proxy holder will cease to hold: 12. Date on which proxy holder will cease to hold voting rights:

13. Additional information: AEGON UK Group of Companies consists of:
AEGON Asset Management UK plc
AEGON Investment Management UK ltd

14. Contact name: Bridget Hennigan
15. Contact telephone number: 020 7779 8624

This information is provided by RNS The company news service from the London Stock Exchange

HOLUOUORKNRRUAA

LONDON, Oct 8 (Reuters) - Euromoney Institutional Investor PLC: