TIDMTRS
RNS Number : 8331Y
Tarsus Group PLC
07 March 2012
7 March 2012
Tarsus Group plc
Final results for the year ended 31 December 2011
Record results, strong cash generation and major strategic
advancement
Tarsus Group plc (LSE: TRS, "Tarsus" or "the Group"), the
international business-to-business media group, has published final
results for the year ended 31 December 2011. Adjusted pre-tax
profits are up 77% and net debt has been halved.
Tarsus also continued to implement rapidly its strategy of
developing businesses in the Emerging Markets, with these
operations now contributing approximately 38% of Group
revenues.
Financial highlights
-- Revenue up 42% to GBP61.7m (2010: GBP43.6m)
-- Like-for-like revenues* up 8%
-- Adjusted profit before tax* up 77% to GBP16.8m (2010: GBP9.5m)
-- Adjusted earnings per share* up 63% to 17.0p (2010: 10.4p)
-- Proposed final dividend of 4.2p, total for year up 5% to 6.3p (2010: 6.0p)
-- Net debt halved to GBP13.7m (31 December 2010 GBP28.6m) - ahead of expectations
Operational highlights
-- Emerging Markets continued to grow strongly - 38% of proforma Group revenues
-- Major strategic expansion into Turkey - acquisition of IFO
-- Medical Division achieved 23% organic revenue growth
-- Labelexpo Europe and Asia (China) both produced record results
-- Dubai Airshow, the Group's largest event, grew revenues by 3%, attendance up 7%
Outlook
-- Forward bookings represent approximately 53% of anticipated
full year revenues (2010: 49%).
-- Off Price February 2012 revenues up 7%
Financial Results
2011 2010 2009
------------------------------------ ----- ----- -----
Revenue (GBPm) 61.7 43.6 57.5
Like-for-like* revenue growth 8% 6% 1%
Profit before tax (GBPm) 3.0 5.3 6.8
Adjusted profit before tax* (GBPm) 16.8 9.5 14.6
Adjusted EPS* (pence) 17.0 10.4 17.4
Dividend (pence) 6.3 6.0 6.0
Net Debt (GBPm) 13.7 28.6 30.8
Neville Buch, Chairman of Tarsus, commented:
"2011 was a record year with the Group achieving a strong
financial performance, both on a year-on-year and biennial basis,
and we have halved our debt level.
"We are on course to achieve our target of securing 50% of our
revenues from the Emerging Markets by 2013 with revenues currently
at 38% on a proforma basis. This was achieved alongside a stronger
than expected performance by the US business.
"We have now established strong positions in the US, China,
Turkey and the Middle East and are focused on continuing to build
our portfolio in these markets through a combination of organic and
acquisitive growth. Our increasing exposure to the higher growth
opportunities across these markets, in the short to medium term,
should drive earnings and dividends.
"In the current year we are encouraged by the momentum in both
our US and Emerging Markets businesses, where bookings are tracking
ahead of their comparative events."
For further information contact:
Tarsus Group Plc:
Douglas Emslie, Group Managing Director 020 8846 2700
Dan O'Brien, Group Finance Director 020 8846 2700
College Hill:
Adrian Duffield Kay Larsen 020 7457 2020
The Company will be hosting a presentation to analysts at 9.00
today at the offices of College Hill, The Registry, Royal Mint
Court, London, EC3N 4QN. A webcast of the presentation will be made
available on Tarsus's website (www.tarsus.com) from 9.30 am
tomorrow.
Glossary *
Adjusted profit before tax:
Profit before tax adjusted for exceptional items, share option
charges / credits, amortisation charges, impairment of intangibles,
profit / loss on disposal of intangibles and tangible fixed assets,
profit on sale of subsidiary and unwinding of discount - contingent
consideration.
Adjusted EPS:
Profit after tax attributable to equity shareholders adjusted
for exceptional items, share option charges / credits, amortisation
charges, impairment of intangibles, profit / loss on disposal of
intangibles and tangible fixed assets, profit on sale of subsidiary
and unwinding of discount - contingent consideration.
Like-for-like revenue:
Constant exchange rates adjusted for biennial events, excluding
acquisitions impacting for the first time in 2011, prior year
disposals and non-recurring products and items.
Proforma group revenue EM definition:
Excluding all revenue generated by subsidiaries disposed of
during the year and includes full year revenues generated by
subsidiaries acquired during the year.
Strategic overview
Tarsus' strategy is to:
-- deliver high quality products and market leading events for
its international customer base;
-- grow its portfolio of market leading exhibitions organically and by acquisition; and
-- implement Project 50/13 - whereby 50% of Group revenue will
be sourced from the Emerging Markets by 2013.
The Group is focussed on market sectors and/or geographies in
transition which are expected to deliver above average growth rates
in the underlying exhibition, and where culturally face-to-face
marketing is one of the main methods for customers to bring their
products and services to market.
Project 50/13 involves the organic development and acquisition
of market leading products in the Emerging Markets as well as the
reduction in the Group's exposure to continental Europe. The US
remains a key area for further growth and development.
This strategy has already yielded tangible results with notable
growth from the Emerging Markets businesses, further reinforced by
the acquisition of IFO in Turkey. Revenues generated in 2011 from
the Emerging Markets contributed 38% on a proforma basis and are on
track to achieve the target of 50% by 2013, despite the notably
strong growth by the US business.
The Group reduced the size of its French business by
approximately one quarter with the disposal of Modamont in Q4 and
also sold its small stand alone online businesses in both the UK
and the US.
The Medical Division saw excellent organic revenue growth - up
23%. This business successfully broadened its appeal to doctors by
launching additional educational events and online content in new
and fast developing areas of preventative medicine. The online
content has been particularly well received by doctors in the US
and internationally.
As part of Project 50/13, the Group has also focussed on
reducing Tarsus's debt in order to provide the necessary
flexibility to develop the Group. During 2011 net debt was cut by
half to GBP13.7m.
Financial Results
Group revenues were strong, increasing 42% to GBP61.7m (2010:
GBP43.6m). Like-for-like revenue growth, excluding foreign exchange
movements, increased by 8% and was up 13% excluding France.
Group adjusted profit before tax was up 77% to GBP16.8m (2010:
GBP9.5m) and up 15% on a biennial basis (2009: GBP14.6m). Net
interest expense increased slightly to GBP1.6m (2010:GBP1.4m).
Reported profit before tax was GBP3.0m (2010:GBP5.3m).
The Group incurred a number of one-off items relating to
disposals, acquisitions and goodwill write-downs. These include an
exceptional GBP1.4m of transactional costs in respect of completed
and pending acquisitions, a GBP2.3m profit from Modamont's disposal
and a goodwill (non cash) write-down on the remaining French
businesses of GBP8.4m. The goodwill write-down was taken as the
carrying value of these French businesses has altered as a result
of the changed economic conditions in Europe.
The adjusted tax charge of GBP2.5m (2010: GBP1.6m) represents
15% (2010: 17%) of the Group's adjusted profits before tax. The
reported tax charge is GBP2.1m (2010: GBP1.0m).
The Group continues to focus on tax efficiency and generates
nearly all of its profits outside of the UK, including markets with
significantly lower tax rates. The reduction in the tax rate this
year reflects more of the Group's profits being earned in lower
rate jurisdictions.
Adjusted earnings per share increased by 63% to 17.0p (2010:
10.4p). On a biennial basis adjusted earnings per share were
marginally down from 17.4p in 2009, owing to the timing of the IFO
acquisition, which took place after the biennial Asansor show, and
the associated placing. Basic earnings per share for 2011 was 0.3p
(2010: 5.4p, 2009: 6.3p).
The Board is recommending a final dividend of 4.2p per share,
bringing the total for the year to 6.3p per share (2010: 6.0p per
share), up 5%.
The final dividend, subject to shareholder approval, will be
paid on 12 July 2012 to Shareholders on the Register of Members on
1 June 2012. A scrip dividend will continue to be offered as an
alternative.
The Group generated GBP11.8m (2010: GBP11.0m) of cash from
operations, an increase of 17% against 2009, the biennial
comparative year (2009: GBP10.1m).
As a result of a combination of strong cash generation, placing
proceeds, the proceeds from the disposal of the Modamont business
and our focus on improving our working capital, the Group sharply
reduced net debt by 52% at 31 December 2011 to GBP13.7m (31
December 2010: GBP28.6m).
Operating Review
Acquisition and disposals
On 7 June 2011 Tarsus acquired 75% of IFO, one of the largest
independent exhibition businesses in Turkey, for a consideration of
up to GBP10m. This acquisition was an important step towards the
realisation of the 50/13 strategy. Turkey is now a key location as
it rapidly transitions toward becoming a commercial hub for the
Balkans, Central Asia, the Middle East and Europe. The business has
now been fully integrated into the Group.
On 5 December 2011 Tarsus sold its 51% stake in the joint
venture Modamont SAS for EUR6.1m (net cash of GBP3.1m). The
disposal of Modamont reduced the Group's exposure to the lower
growth European markets. Tarsus also sold its small stand alone
online businesses in both the UK and the US.
Emerging Markets
(GBPm) 2011 2010 2009
------------------------ ----- ----- -----
Revenue 21.2 7.5 19.1
------------------------ ----- ----- -----
Adjusted profit before
tax 7.2 0.6 5.5
These markets, particularly Dubai and China, produced another
good performance with growth in both revenues and attendance.
Revenue increased to GBP21.2m (2010: GBP7.5m) reflecting the
occurrence of the biennial Dubai Airshow. On a biennial basis,
revenue increased by 11% (2009: GBP19.1m) on a like-for-like basis.
Operating profit increased to GBP7.2m (2010: GBP0.6m) and on a
biennial basis by 31% (2009: GBP5.5m).
The Group's first half events in Dubai grew well with notable
performances from GESS (educational equipment) and Gulf Print &
Pack.
Hope, the Group's Chinese joint venture, delivered a record
performance in 2011 with revenues up 25%. It continues to gain
momentum with strong performances from its medical equipment
exhibitions.
In Turkey, the first Sign Istanbul exhibition under the Group's
ownership took place in early December and was a major success.
Revenues were up 28% on the previous edition and visitor numbers
were strong. REW, the waste recycling exhibition in June 2011,
performed in-line with pre-acquisition expectations producing
revenues up 66%.
Labelexpo Asia, which took place in late November in Shanghai,
saw revenues and visitors increase by 44% and 9%, respectively. The
event saw an increase in customer sales and, as a result,
re-bookings for the 2013 edition were at record levels.
The biennial Dubai Airshow, held in November, delivered another
record performance with revenues up 3% and visitors up 7%.
Exhibitors had an excellent show with total orders for planes at
$63bn (2009: $14bn). In total, 960 companies from 50 countries
exhibited.
US
(GBPm) 2011 2010 2009
------------------------ ----- ----- -----
Revenue 16.2 18.7 11.7
------------------------ ----- ----- -----
Adjusted profit before
tax 7.6 8.7 5.5
Both the two main US operations - Off Price and Medical Division
- grew very strongly.
Revenue was down at GBP16.2m (2010: GBP18.7m) owing to Labelexpo
Americas being biennial and not occurring in 2011. On a biennial
basis, revenue increased by 38% (2009: GBP11.7). Operating profit
was GBP7.6m (2010: GBP8.7m) and on a biennial basis increased by
38% (2009: GBP5.5m).
The February 2011 and August 2011 Off-Price shows in Las Vegas
performed well, with revenues up 10% and 6% respectively. The
broadening of the offer to retailers through the inclusion of
footwear and accessories has been a major factor in this
success.
In 2011, the Medical Division demonstrated excellent growth,
ahead of the Board's expectations, with revenues increasing by
approximately 23%. This growth was driven primarily by its
education programmes, including those now delivered online. During
the year the online educational programmes were expanded
internationally and so far have delivered strong growth. The final
event of the year and the largest in the sector, in Las Vegas in
December, was a record event with revenues up 11%.
Europe
(GBPm) 2011 2010 2009
------------------------ ----- ----- -----
Revenue 24.3 17.4 26.7
------------------------ ----- ----- -----
Adjusted profit before
tax 5.1 2.9 6.2
The continental European business is split between global and
domestic French products. The established global brands addressing
growing markets performed well with Labelexpo, the Group's European
flagship exhibition, producing its best results in over 30 years.
However, trading conditions for the smaller exhibitions in the
French division remained challenging.
Revenue was up 40% to GBP24.3m (2010: GBP17.4m), reflecting the
strong biennial performance from Labelexpo which mitigated weak
trading by the French Division. On a biennial basis, revenue
decreased by 9% (2009: GBP26.7m). Operating profit for 2011 was
GBP5.1m (2010: GBP2.9m) and on a biennial basis decreased by 18%
(2009: GBP6.2m).
The biennialLabelexpo Europe, the Group's second largest
exhibition, in September in Brussels, produced a like-for-like
revenue increase of 14%. It delivered record attendance up 18%
compared with its 2009 edition. As a result of this strong
performance, re-bookings of 81% for the 2013 exhibition were
secured. On-site sales for other label products were at record
levels.
For the year as a whole, revenues in France were down 4%, in
line with the Board's expectations. Educatec grew both its revenues
and visitors. Following the disposal of Modamont less than 10% of
Group profits are expected to be generated from France in
future.
Outlook
Within each two-year cycle, odd years are by far the larger in
profits for the Group as they contain both Labelexpo Europe and
theDubai Airshow. These are replaced in even years by Labelexpo
Americas and the Middle East Business Aviation show (MEBA).
In 2012, Tarsus expects more than 50% of Group revenue to be
generated from the US. Recent US economic data has been encouraging
and the Group is beginning to see this optimism reflected in US
bookings with the Medical Division, Off Price events and Labelexpo
Americas, tracking ahead of their comparative events.
The Emerging Markets portfolio is seeing strong bookings in
Turkey, China and from its largest event this year in Dubai,
MEBA.
The French business is tracking in line with the Board's
expectations. The Group remains vigilant given the current macro
uncertainty in Europe, particularly as its portfolio is heavily
second half weighted.
Group 2012 forward bookings at the end of February 2012 stand at
53% (2010: 49%) of the Board's revenue expectations whilst the
current year has got off to a good start with revenues for the
February Off Price Show in Las Vegas up 7% on its 2011 edition.
Tarsus remains confident about the outlook for 2012 and the
continued implementation of its strategy through a combination of
organic growth and carefully targeted acquisitions.
Neville Buch Douglas Emslie
Chairman Group Managing Director
Financing and Net Assets
The geographical composition of Tarsus's International event
portfolio means that our revenues and profits are generated in a
range of currencies, principally the US Dollar, the Euro and
Sterling. In 2011 approximately 53% of our revenues were generated
in US Dollars, 25% in Euros, 14% in Sterling, Chinese Renminbi 5%
and Turkish Lira 3%. As a result, our Sterling translated trading
results are significantly affected by any changes to the prevailing
exchange rates during the year. The average exchange rates
applicable for 2011 were:
US$: GBP1.60 - a strengthening against Sterling of 4% compared
with 2010
Euro: GBP1.15 - a weakening against Sterling of 1% compared with
2010
Our 2012 budgeted exchange rates are US$: GBP1.60 and Euro:
GBP1.15
Cash flows
Tarsus continues to generate strong cash flows from its
operations. The larger events typically have a positive working
capital cycle and our business in general has a low capital
investment requirement.
The biennial nature of the Group's event portfolio results in an
increase in working capital (excluding cash) in the odd years,
including 2011, that include the two largest events. This occurs as
previously deferred income relating to these events is released
from the balance sheet and recognised as income.
During 2011, the Group generated GBP11.8m of cash from
operations (2010: GBP11.0m).
The key non-operating cash flows in 2011 included:
-- Dividends paid of GBP4.4m
-- Deferred consideration payments totalling GBP1.6m
-- Tax and interest paid totalling GBP2.6m
-- Acquisition of IFO GBP6.2m
-- Net proceeds from issue of shares GBP15.3m
-- Net proceeds from sale of Modamont GBP3.1m
Net debt
The Group's funding objective is to ensure that the business has
sufficient resources, secured on competitive terms, to meet its
various financial commitments as they arise. It achieves this
objective by actively monitoring its cash flows and requirements on
both an historic and forward looking basis. The Group is cautious
in its approach, applying appropriate sensitivities to both the
quantum and timing of its projections.
Tarsus's external bank debt was refinanced in September 2010 and
is a multi-currency facility. Where foreign currency borrowings do
exist they are hedged using forward currency contracts. At 31
December 2011 all borrowings are denominated in Sterling.
The Group's net debt reduced by approximately half to GBP13.7m
at 31 December 2011 (31 December 2010: GBP28.6m), including cash of
GBP8.5m (2010: GBP11.0m). The group's current bank facilities
mature at the end of 2013.
Net Assets
As at 31 December 2011, the Group had net assets of GBP42.4m (31
December 2010: GBP33.4m).
Intangible assets
Intangible assets comprise goodwill, trademarks and customer
lists. The carrying value of intangible assets at 31 December 2011
was GBP86.2m (31 December 2010: GBP93.4m).
The Group incurred a non-cash impairment of GBP8.4m against the
carrying value of the goodwill in respect of the business units in
France.
Working capital
It is the Group's policy to recognise profits upon the
completion of an event. Until completion, revenue and costs are
held on the Statement of Financial Position. Included in net
current liabilities as at 31 December 2011 is deferred income of
GBP17.8m (2010: GBP20.3m). Prepaid event costs of GBP1.6m (2010:
GBP1.6m) are included in trade and other receivables.
Acquisitions and disposals
On 6 June 2011 the Company acquired the 75 per cent. of the
issued share capital of Istanbul based IFO Istanbul Fuar Hizmetleri
A.S. ('IFO') one of the largest independent exhibition businesses
in Turkey for a consideration of up to GBP10m in aggregate payable
in cash.
On 5 December 2011 the Group completed the disposal of its 51
per cent. interest in the joint venture, Modamont SAS ("Modamont"),
to its joint venture partner, Premiere Vision SAS, for a total
consideration of EUR6.1m.
Key Performance Indicators
The Group measures its performance using a number of financial
measures which are commented upon throughout the Operating Review.
These financial measures principally include organic revenue
growth, adjusted profit before tax, adjusted EPS and dividend per
share.
The Group also focuses upon the geographical and divisional
composition of its business, with the stated strategy of generating
50% of revenues from emerging markets by 2013.
Dan O'Brien
Group Finance Director
CONSOLIDATED INCOME STATEMENT
Notes Year to
Year to 31 31
December December
2011 2010
GBP000 GBP000
Group revenue 2 61,697 43,609
Operating costs excluding exceptional items (49,250) (35,675)
Impairment loss (8,408) (369)
Exceptional operating costs 3 (1,403) (849)
---------- ---------
Total operating costs (59,061) (36,893)
---------- ---------
Group operating profit 2,636 6,716
Profit on disposal of subsidiary 2,347 -
Interest payable and other financial expenses (2,011) (1,407)
---------- ---------
Profit before taxation 3 2,972 5,309
Taxation expense 4 (2,075) (987)
---------- ---------
Profit for the financial year 897 4,322
========== =========
Profit for the financial year attributable to
equity shareholders of the parent company 255 3,847
Profit for the financial year attributable to
non-controlling interests 642 475
---------- ---------
897 4,322
========== =========
Notes Year to
Year to 31 31
December December
2011 2010
Earnings per share (pence) 6
- basic 0.3 5.4
- diluted 0.3 5.4
GBP000 GBP000
Dividends 5
Equity - ordinary
Final dividend paid (2010/2009) 2,958 2,723
Interim dividend paid (2011/2010) 1,479 -
---------- ---------
4,437 2,723
========== =========
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Year to
Year to 31 31
December December
2011 2010
GBP000 GBP000
(restated)
Profit for the financial year 897 4,322
---------- ----------
Other comprehensive expense:
Cash flow hedge reserve - movement in fair
value (309) 14
Foreign exchange translation differences (2,325) (1,033)
Tax effect of foreign exchange translation
differences 269 648
---------- ----------
Other comprehensive expense (2,365) (371)
---------- ----------
Total comprehensive (expense) / income for
the year (1,468) (3,951)
========== ==========
Attributable to:
Equity holders of the parent company (2,110) 3,476
Non-controlling interests 642 475
---------- ----------
Total comprehensive (expense) / income for
the year (1,468) (3,951)
========== ==========
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 31 As at 31 As at 1
December December
2010
2011 GBP000 (restated) January
GBP000 2010
GBP000
(restated)
NON-CURRENT ASSETS
Property, plant and equipment 1,461 1,314 1,141
Intangible assets 86,229 93,441 95,315
Other investments 1 1 -
Deferred tax assets 290 1,156 1,831
---------- ------------------- -------------
87,981 95,912 98,287
CURRENT ASSETS
---------- ------------------- -------------
Trade and other receivables 16,844 13,305 14,673
Cash and cash equivalents 8,505 10,968 10,288
---------- ------------------- -------------
25,349 24,273 24,961
CURRENT LIABILITIES
Trade and other payables (20,528) (15,546) (21,043)
Deferred income (17,824) (20,332) (14,925)
Provisions - - (1,195)
Bank overdrafts - - (1,002)
Other interest bearing loans and
borrowings (2,250) (2,750) (8,356)
Liabilities for current tax (2,579) (2,150) (2,103)
---------- ------------------- -------------
(43,181) (40,778) (48,624)
---------- ------------------- -------------
NET CURRENT LIABILITIES (17,832) (16,505) (23,663)
---------- ------------------- -------------
TOTAL ASSETS LESS CURRENT LIABILITIES 70,149 79,407 74,624
NON-CURRENT LIABILITIES
---------- ------------------- -------------
Other payables (4,393) (6,160) (4,426)
Deferred tax liability (3,730) (3,990) (5,086)
Interest bearing loans and borrowings (19,620) (35,889) (28,057)
---------- ------------------- -------------
(27,743) (46,039) (37,569)
---------- ------------------- -------------
NET ASSETS 42,406 33,368 37,055
========== =================== =============
EQUITY
Share capital 4,342 3,757 3,422
Share premium account 26,884 12,133 6,033
Other reserves (5,103) (2,738) (2,367)
Retained earnings 15,371 19,037 27,494
---------- ------------------- -------------
Issued capital and reserves attributable
to equity
holders of the parent 41,494 32,189 34,582
NON-CONTROLLING INTERESTS 912 1,179 2,473
---------- ------------------- -------------
TOTAL EQUITY 42,406 33,368 37,055
========== =================== =============
CONSOLIDATED STATEMENT OF CASH FLOWS
Year to 31 Year to 31
December December
2011 2010
GBP000 GBP000
Cash flow from operating activities
Profit for the year 897 4,322
Adjustments for:
Depreciation 544 419
Amortisation & Impairment 13,834 3,350
Loss on the disposal of intangible assets 320 -
Profit on disposal of tangible assets (26) -
Profit on disposal of subsidiary (2,347) -
Share option charge / (credit) 287 (31)
Taxation charge 2,075 987
Net interest 2,011 1,407
----------- -----------
Operating cash flow before changes in
working capital 17,595 10,454
(Increase) / decrease in trade and other
receivables (3,544) 1,487
Decrease in current trade and other payables (2,209) (924)
----------- -----------
Cash generated from operations 11,842 11,017
Interest paid (1,896) (1,971)
Income taxes paid (720) (1,004)
Net cash from operating activities 9,226 8,042
----------- -----------
Cash flows from investing activities
Proceeds from sale of tangible fixed assets 579 -
Acquisition of property, plant and equipment (480) (592)
Acquisition of intangible fixed assets (123) (88)
Acquisition of subsidiary - cash paid (6,170) -
Acquisition of subsidiary - cash acquired 644 -
Disposal of subsidiary - cash received 5,109 -
Disposal of subsidiary - cash disposed (2,049) -
Acquisition of other investments (68) (27)
Deferred and contingent consideration
paid (1,628) (1,151)
Net cash outflow from investing activities (4,186) (1,858)
----------- -----------
Cash flows from financing activities
Repayment of borrowings (17,978) (665)
Proceeds from the issue of share capital 16,270 310
Cost of share issue (989) (532)
Dividends paid to shareholders in parent
company (4,407) (2,702)
Dividends paid to non-controlling interests
in subsidiaries (350) (1,230)
Net cash outflow from financing activities (7,454) (4,819)
----------- -----------
Net (decrease)/increase in cash and cash
equivalents (2,414) 1,365
Opening cash and cash equivalents 10,968 9,286
Foreign exchange movements (49) 317
Closing cash and cash equivalents 8,505 10,968
=========== ===========
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Other Reserves
-----------------------------
Share Share Reorganis-ation Capital Fair Foreign Retained Non-Controlling Total
Capital Premium Reserve* Redemption Value Exchange Earnings Interests GBP000
Account Reserve GBP000 Reserve Reserve Reserve GBP000 GBP000
GBP000 GBP000 GBP000 GBP000 GBP000
As at 1 January
2011 (restated) 3,757 12,133 6,013 (443) 14 (8,322) 19,037 1,179 33,368
Recognised
foreign
exchange
losses for
period - - - - - (2,352) - - (2,325)
Tax effect
of foreign
exchange
translation
differences - - - - - 269 - - 269
Profit for
the period:
- Attributable
to equity
shareholders - - - - - - 255 - 255
- Attributable
to
non-controlling
interests - - - - - - - 642 642
Cash flow
hedge reserve - - - - (309) - - - (309)
-------- -------- ---------------- ----------- -------- --------- --------- ---------------- --------
Total
comprehensive
income
(expense)
for the period - - - - (309) (2,056) 255 642 (1,468)
Scrip dividend 1 29 - - - - - - 30
New share
capital
subscribed 584 15,711 - - - - - - 16,295
Cost of shares
issued - (989) - - - - - - (989)
Share option
charge - - - - - - 287 - 287
Movement in
reserves
relating
to
deferred tax - - - - - - 229 - 229
Dividend paid - - - - - - (4,437) - (4,437)
Dividend paid
to
non-controlling
interests - - - - - - - (350) (350)
Acquisition
of
non-controlling
interests - - - - - - - 513 513
Disposal of
non-controlling
interests - - - - - - - (1,072) (1,072)
-------- -------- ---------------- ----------- -------- --------- --------- ---------------- --------
Net change
in
shareholders'
funds 585 14,751 - - (309) (2,056) (3,666) (267) 9,038
-------- -------- ---------------- ----------- -------- --------- --------- ---------------- --------
As at 31
December
2011 4,342 26,884 6,013 (443) (295) (10,378) 15,371 912 42,406
======== ======== ================ =========== ======== ========= ========= ================ ========
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (continued)
Other Reserves
-----------------------------
Share Share Reorganis Capital Fair Foreign Retained Non-Controlling Total
Capital Premium -ation Redemption Value Exchange Earnings Interests GBP000
Account Reserve Reserve* Reserve Reserve Reserve GBP000 GBP000
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
As at 1 January
2010
(previously
reported) 3,422 6,033 6,013 (443) - (9,775) 28,494 1,473 35,217
Restatement
(note 9c) - - - - - 1,838 - - 1,838
Restatement
(note 9b) - - - - - - (1,000) 1,000 -
-------- ---------- ---------- ----------- -------- --------- --------- ---------------- ---------
As at 1 January
2010 (restated) 3,422 6,033 6,013 (443) - (7,937) 27,494 2,473 37,055
Recognised
foreign
exchange
losses for
period - - - - - (1,033) - - (1,033)
Tax effect
of foreign
exchange
translation
differences - - - - - 648 - - 648
Profit for
the period:
- Attributable
to equity
shareholders - - - - - - 3,847 - 3,847
- Attributable
to
non-controlling
interests - - - - - - - 475 475
Cash flow hedge
reserve - - - - 14 - - - 14
-------- ---------- ---------- ----------- -------- --------- --------- ---------------- ---------
Total
comprehensive
income
(expense) for
the period - - - - 14 (385) 3,847 475 3,951
Scrip dividend 1 20 - - - - - - 21
New share
capital
subscribed 334 6,611 - - - - - - 6,945
Cost of shares
issued - (531) - - - - - - (531)
Share option
charge - - - - - - (31) - (31)
Movement in
reserves
relating
to
deferred tax - - - - - - 225 - 225
Dividend paid - - - - - - (2,723) - (2,723)
Dividend paid
to
non-controlling
interests - - - - - - - (1,230) (1,230)
Acquisition
of
non-controlling
Interests
including
restatement
(note 9a) - - - - - - (9,775) (539) (10,314)
-------- ---------- ---------- ----------- -------- --------- --------- ---------------- ---------
As at 31
December
2010 (restated) 3,757 12,133 6,013 (443) 14 (8,322) 19,037 1,179 33,368
======== ========== ========== =========== ======== ========= ========= ================ =========
*The reorganisation reserve was created as a result of the
Scheme of Arrangement effective from 26 November 2008. Tarsus Group
Limited, previously Tarsus Group plc, registered in England and
Wales under company number 2000544, entered into a "Share for
Share" exchange on a one-for-one basis with Tarsus Group plc,
registered in Jersey under company number 101579.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PREPARATION
The results for the year ended 31 December 2011 have been
prepared using accounting policies and methods of computation
consistent with those used in the Group's annual report for the
year ended 31 December 2010 and to be adopted for the financial
year ended 31 December 2011. The results have also been presented
and prepared in a form consistent with that which will be adopted
in the Group's annual report for the year ended 31 December 2011
and in accordance with the recognition and measurement requirements
of International Financial Reporting Standards as adopted by the
European Union.
The financial statements reflect certain restatements which
affect prior years (see note 9).
The financial information set out above does not constitute the
Company's statutory accounts for the years ended 31 December 2011
or 2010 but is derived from those accounts. Statutory accounts for
2010 have been delivered to the Jersey Financial Services
Commission Companies Registry. Those for the year ended 31 December
2011 will be delivered following the Company's Annual General
Meeting on 4 July 2012. This financial information has been
extracted from the Group's Annual Report and Accounts for the year
ended 31 December 2011. The auditors have reported on those
accounts; their reports were unqualified, did not draw attention to
any matters by way of emphasis without qualifying their report and
did not contain statements under s113B(3) or (4) Companies (Jersey)
Law 1991 or equivalent preceding legislation. The Group intends to
publish its 2011 Annual Report and Accounts in March 2012.
2. SEGMENTAL ANALYSIS
As at 31 December 2011, the Group was organised into three main
segments - Europe, USA and Emerging Markets.
The main activities of all segments are the production of
exhibitions supported by other media activities related to those
exhibitions.
The following table sets out the revenue and profit information
and certain asset and liability information for the Group's
reportable segments:
2. SEGMENTAL ANALYSIS (continued)
31 December 2011
Emerging Central
Europe USA Markets Costs Group
GBP000 GBP000 GBP000 GBP000 GBP000
Group revenue 24,323 16,207 21,167 - 61,697
========= ========= ========= ========= =========
Profit/(loss) from operating
activities 5,091 7,628 7,234 (17,317) 2,636
Profit on sale of subsidiary - - - 2,347 2,347
Net financing costs - - - (2,011) (2,011)
--------- --------- --------- --------- ---------
Profit/(loss) before taxation 5,091 7,628 7,234 (16,981) 2,972
Exceptional costs 1,403 1,403
Share option charge - - - 287 287
Amortisation charge - - - 5,426 5,426
Impairment of tangibles - - - 8,408 8,408
Loss on disposal of intangibles
assets - - - 320 320
Profit on disposal of
tangible assets - - - (26) (26)
Profit on sale of subsidiary - - - (2,347) (2,347)
Unwinding of discount
- contingent consideration - - - 364 364
Adjusted profit/(loss)
before tax 5,091 7,628 7,234 (3,146) 16,807
========= ========= ========= ========= =========
Segment non-current assets 20,745 40,357 26,589 - 87,691
Segment current assets 11,348 4,233 9,768 - 25,349
32,093 44,590 36,357 - 113,040
========= ========= ========= =========
Deferred tax assets 290
Total assets 113,330
=========
Segment liabilities (20,293) (27,342) (16,980) - (64,615)
========= ========= ========= =========
Liabilities for current
tax (2,579)
Deferred tax liabilities (3,730)
Total liabilities (70,924)
=========
2. SEGMENTAL ANALYSIS (continued)
31 December 2010 (restated)
Emerging Central
Europe USA Markets Costs Group
GBP000 GBP000 GBP000 GBP000 GBP000
Group revenue 17,380 18,744 7,485 - 43,609
--------- --------- --------- -------- ---------
Profit/(loss) from operating
activities 2,887 8,705 601 (5,477) 6,716
Net financing costs - - - (1,407) (1,407)
--------- --------- --------- -------- ---------
Profit/(loss) before taxation 2,887 8,705 601 (6,884) 5,309
Exceptional costs - - - 849 849
Amortisation charge - - - 3,350 3,350
Credit from share options - - - (31) (31)
Adjusted profit/(loss)
before tax 2,887 8,705 601 (2,716) 9,477
========= ========= ========= ======== =========
Segment non-current assets 32,901 41,450 20,405 - 94,756
Segment current assets 11,565 5,444 7,264 - 24,273
44,466 46,894 27,669 - 119,029
========= ========= ========= ========
Deferred tax assets 1,156
Total assets 120,185
=========
Segment liabilities (40,594) (25,632) (13,590) - (79,816)
Unallocated liabilities - - - (861) (861)
(40,594) (25,632) (13,590) (861) (80,677)
========= ========= ========= ========
Liabilities for current
tax (2,150)
Deferred tax liabilities (3,990)
Total liabilities (86,817)
=========
3. PROFIT AND LOSS ANALYSIS
The following analysis illustrates the performance of the
Group's activities and reconciles the Group's statutory profit to
adjusted profits. Adjusted results are presented to provide an
indication of underlying financial performance and to reflect how
the business is managed and measured on a day-to-day basis. The
adjusted profit before tax excludes exceptional costs, share option
charges, amortisation and impairment charges, profit on sale of
subsidiary, and profit or loss on disposal of tangible and
intangible assets and unwinding of discount - contingent
consideration.
2011 2010
GBP000 GBP000
Group revenue 61,697 43,609
Operating costs (59,061) (36,893)
--------- ---------
Group operating profit 2,636 6,716
Gain on sale of subsidiary 2,347 -
Net interest (2,011) (1,407)
--------- ---------
Profit before taxation 2,972 5,309
Add back:
Exceptional costs 1,403 849
Share option charge/(credit) 287 (31)
Amortisation charge 5,426 2,981
Impairment of intangibles 8,408 369
Loss on disposal of intangible fixed 320 -
assets
Profit on disposal of tangible fixed (26) -
assets
Profit on sale of subsidiary (2,347) -
Unwinding of discount - contingent 364 -
consideration
Adjusted profit before tax 16,807 9,477
========= =========
In 2011, the Group incurred exceptional one-off costs resulting
from acquisition costs (GBP1.4 million).
In 2010, the Group incurred exceptional one-off costs resulting
from the write-off of the balance of unamortised loan fees
following the bank refinancing in September (GBP0.5 million) and
acquisition costs expensed following the adoption of IFRS 3
(revised) - Business combinations for the first time (GBP0.3
million).
4. INCOME TAX EXPENSE
2011 2010
GBP000 GBP000
Corporation tax:
Overseas tax on profits for the period 1,392 1,684
Adjustments to overseas corporation tax in
respect of previous periods 9 7
Current tax charge for the period 1,401 1,691
------- -------
Deferred tax:
Origination and reversal of temporary differences 715 (801)
Adjustment in respect of previous periods
(tax losses recognised) - 100
Adjustments in respect of previous periods
(temporary difference recognised) (41) (3)
------- -------
Total deferred tax 674 (704)
------- -------
Tax charge for the year 2,075 987
======= =======
The tax charge below differs from the tax at the effective rate
on the profit for the year. The differences are explained
below:
2011 2010
GBP000 GBP000
Profit before taxation 2,972 5,309
-------- -------
Tax at the rate of 25% (2010: 25%) 743 1,327
Effects of:
Income not taxable - (372)
Expenses not deductible 3,778 -
Current period losses unrecognised 396 209
Utilisation of brought forward losses unrecognised (338) 145
Overseas current period losses unrecognised - 4
Effect of tax rates in overseas jurisdictions (1,922) 729
Under provision in respect of prior periods (222) 110
Current period (credit)/debit for current
and historic exposures - (268)
Current period credit for intangible assets (360) (899)
Other temporary differences - 2
Tax on profit on ordinary activities 2,075 987
======== =======
Tax liability / (asset) recognised directly in equity or other
comprehensive income
2011 2010
GBP000 GBP000
Current tax on foreign exchange on loans 269 -
and investments
Deferred tax on intangible assets / goodwill 206 (303)
Deferred tax on unexercised employee share
options 22 (24)
------- -------
Total tax recognised in equity 497 (327)
------- -------
5. DIVIDENDS
2011 2010
GBP000 GBP000
Dividend paid in cash or scrip
2010/2009 final dividend (4.0p/4.0p per
share) 2,958 2,723
2010 interim dividend (2.0p per share) 1,479 -
4,437 2,723
======= =======
Dividend paid and proposed post year end
2011/2010 interim dividend paid (2.1p/2.0p
per share) 1,798 1,479
2011/2010 final dividend proposed (4.2p/4.0p
per share) 3,598 2,958
5,396 4,437
======= =======
An interim dividend of 2.1p per share (2010: 2.0p) was paid on
19 January 2012 to shareholders on the Register of Members of the
Company on 9 December 2011.
The directors announced the proposed final dividend for 2011, of
4.2p per share, on 7 March 2012. Subject to approval at the Annual
General Meeting on 4 July 2012, the proposed date of payment is 12
July 2012 to Shareholders on the Register of Members on 1 June
2012.
Dividends are recognised as a liability in the period in which
they are appropriately authorised and are no longer at the
discretion of the entity.
6. EARNINGS PER SHARE
2011 2010
Pence Pence
Basic earnings per share 0.3 5.4
Diluted earnings per share 0.3 5.4
Adjusted earnings per share 17.0 10.4
Adjusted diluted earnings per share 16.7 10.3
Basic earnings per share
Basic earnings per share has been calculated on profit after tax
attributable to ordinary shareholders for the year of GBP0.3
million (2010: profit GBP3.8 million) and 80,609,355 (2010:
71,149,502) ordinary shares, being the weighted average number of
shares in issue during the year.
Diluted earnings per share
Diluted earnings per share has been calculated on profit after
tax attributable to ordinary shareholders for the year of GBP0.3
million (2010: profit GBP3.8 million) and 81,950,292 (2010:
71,584,711) ordinary shares, being the diluted weighted average
number of shares in issue during the year calculated as
follows:
Weighted average number of ordinary shares (diluted):
2011 2010
Weighted average number of ordinary shares 80,609,355 71,149,502
Dilutive effect of share options 1,340,937 435,209
----------- -----------
Weighted average number of ordinary shares
(diluted) 81,950,292 71,584,711
=========== ===========
Dilutive and anti-dilutive share options were determined using
the average closing price for the period. The average share price
used was 140.57 pence.
Adjusted earnings per share
Adjusted earnings per share is calculated using profit after tax
attributable to equity shareholders, adjusted for exceptional
costs, share option charges, amortisation charges, impairment of
tangibles, profit and loss on disposal of tangible and intangible
assets and profit on disposal of subsidiary undertakings ofGBP13.7
million (2010: GBP7.4 million) and 80,609,355 (2010: 71,149,502)
ordinary shares, being the weighted average number of shares in
issue during the year.
Adjusted diluted earnings per share
Adjusted diluted earnings per share is calculated using profit
after tax attributable to equity shareholders, adjusted for
exceptional costs, share option charges, amortisation charges,
impairment of tangibles, profit and loss on disposal of tangible
and intangible assets and profit on disposal of subsidiary
undertakings of GBP13.7 million (2010: GBP7.4 million) and
81,950,292 (2010: 71,584,711) ordinary shares, being the diluted
weighted average number of shares in issue during the year.
7. ACQUISITION OF SUBSIDIARY
On 7 June 2011, the Group acquired 75% of the share capital of
IFO Istanbul Fuar Hizmetleri AS ("IFO"), an exhibition
business.
The following table sets out the book values of the identifiable
assets and liabilities acquired and their fair value to the Group,
in respect of this acquisition:
Carrying value Adjustments Fair value
GBP000 GBP000 GBP000
Property, plant and equipment 676 - 676
Other intangibles 5 1,559 1,564
Trade and other debtors 509 - 509
Cash and cash equivalents 644 - 644
Trade and other payables (951) - (951)
Deferred tax liability - (390) (390)
883 1,169 2,052
Non-controlling interest
(25%) (513)
-----------
Net assets acquired 1,539
Goodwill arising on acquisition 5,723
7,262
===========
Consideration paid:
Satisfied in cash 6,170
Contingent consideration
(less than 1 year) 1,092
-----------
Total consideration incurred 7,262
===========
Consideration paid in cash 6,170
Cash acquired (644)
-----------
Total net cash outflow 5,526
===========
The values used in accounting for the identifiable assets and
liabilities and related contingent consideration of this
acquisition are estimates and are therefore provisional in nature
at the balance sheet date. If necessary, adjustments will be made
to these carrying values and the related goodwill, within 12 months
of the acquisition date. The non-controlling interest is measured
as their proportionate share of the fair value of the net
assets.
Contingent consideration relates to payments to vendors, payable
after completion, that are dependent on the outcome of future
events. This contingent consideration is dependent on the future
financial performances of the various exhibitions, conferences and
publications acquired during 2011.
From the date of acquisition to 31 December 2011, the business
has contributed GBP1.6 million to Group revenue. If the acquisition
had occurred on 1 January 2011, the business would have contributed
GBP3.2 million to Group revenue and GBP1.6 million to profit before
tax.
Goodwill of GBP5.7 million, recognised on this acquisition,
relates to certain assets that cannot be separated and reliably
measured. These items include sector knowledge, customer loyalty
and the anticipated future profitability that the Group can bring
to the business acquired.
Acquisition related costs, which have been included in operating
costs, amounted to GBP0.2 million.
8. DISPOSAL OF SUBSIDIARY
On 5 December 2011, the Group completed the sale of its 51%
interest in ModAmont SAS to its joint venture partner Premiere
Vision SAS for EUR6.1 million (GBP5.1 million).
Based on the book values of the net assets disposed of, the
related sales proceeds and the effect of recycling of foreign
exchange, the profit on disposal was as follows:
GBP000
Goodwill 1,410
Other intangible assets 1,104
Net assets 1,832
Deferred tax (276)
Non-controlling interests (1,072)
--------
2,998
Sale proceeds 5,109
Less: directly attributable costs (783)
--------
4,326
Profit on disposal before recycling
of foreign exchange 1,328
Recycling of foreign exchange 1,019
--------
2,347
========
From 1 January 2011 to the date of disposal 5 December 2011
ModAmont contributed GBP3.9m to Group revenue.
9. RESTATEMENTS
a) Deferred contingent consideration
Balances as at 31 December 2010 have been restated to reflect an
adjustment made in respect of the deferred contingent consideration
for the acquisition of the remaining 20% interest in MCI Opco LLC
which took place in August 2010. The payable was increased by
GBP3.5 million following further review and clarification of the
conditions and facts relating to the deferred contingent
consideration. The consolidated statement of financial position at
31 December 2010 has been restated by this amount, the effect being
to increase non-current liabilities by GBP3.5 million and decrease
Group retained earnings by the same amount. There was no effect on
the income statement.
b) Non-controlling interest (NCI)
Balances as at 1 January 2010 and 31 December 2010 have been
restated to reflect an adjustment in respect of the NCI recorded
for the French subsidiary, Modamont SAS. The NCI balance was
increased by GBP1.0 million following review of the NCI recognised
upon the sale of a 49% share in Modamont to a third party in 2007,
to correctly reflect the share of net assets sold. The effect of
this restatement has been to increase NCI by GBP1.0 million and
decrease Group retained earnings by the same amount.
c) Current and deferred tax provision
Balances as at 1 January 2010 and 31 December 2010 have been
restated to reflect misclassifications arising in prior years
relating to current and deferred tax liabilities and foreign
exchange reserves. Firstly, deferred tax liabilities were
incorrectly classified as current tax liabilities (GBP0.4 million).
Secondly, tax adjustments relating to foreign exchange reserves
movements were credited to current tax liabilities rather than to
foreign exchange reserves. The provision for tax associated with
these foreign exchange movements has now been reduced by GBP2.5
million (2010: GBP0.7 million; 2009 and prior years: GBP1.8
million) and reflected as tax effects in other comprehensive income
and foreign exchange reserves. The overall effect of these
restatements at 1 January 2010 is to reduce current tax liabilities
by GBP2.2 million, increase deferred tax liabilities by GBP0.4
million and increase Group foreign exchange reserves by GBP1.8m.
There was no effect on the income statement in the previous
years.
10. GOING CONCERN
After considering the current financial projections of the Group
and taking into account the cash needs of the business and
availability of funds, the Directors have a reasonable expectation
that the Group has adequate resources to continue its operations
for the foreseeable future. For this reason, they continue to adopt
a "going concern" basis in preparing this Statement of Annual
Results.
11. PRINCIPAL RISKS AND UNCERTAINTIES
In accordance with the Disclosure and Transparency Rules issued
by the Financial Services Authority and applicable to all listed
companies, the Directors have identified below the key risks
relating to the Group's business.
Tarsus' events and exhibitions business may be adversely
affected by incidents which curtail travel, such as terrorist
attacks, higher oil prices or health pandemics
Tarsus' exhibitions businesses contribute in excess of 90% of
the Group's revenue. Visitors travel to these shows from around the
world. Any incident that curtails travel, such as the 11 September
2001 terrorist attacks in the US, may have an impact on the running
of the relevant event and may, therefore, affect reported
revenues.
The Group operates in a highly competitive environment that is
subject to rapid change and the Company must continue to invest and
adapt to remain competitive
The Group's business-to-business publishing and media businesses
operate in highly competitive markets that continue to change in
response to technological innovation and other factors. The Company
cannot predict with certainty the changes that may occur and affect
the competitiveness of its business. In particular, the means of
delivering products and services may be subject to rapid
technological changes. The Company cannot predict whether
technological innovations will, in the future, make some of the
Group's products or services, particularly those printed in
traditional formats, wholly or partially obsolete. If this were to
occur, the Group may be required to invest resources to adapt
further to the changing competitive environment.
Expansion into new geographic regions subjects the Group to new
operating risks
As a result of acquisitions and organic growth, the Group has
operations in many geographic regions such as China, India, the
United Arab Emirates, Turkey and Latin America. Whilst the Group
conducts its business on a global scale, growth in these regions
presents logistical and management challenges due to different
business cultures, laws and languages. This may result in
incremental operational risks for the Group.
The ability of the Company to implement and execute its
strategic plans depends on its ability to attract and retain the
key management personnel required
The Group operates in a number of industry segments in which
there is intense competition for experienced and highly qualified
individuals. The Group cannot predict the future availability of
suitably experienced and qualified people; it places significant
emphasis on developing and retaining management talent.
Accordingly, the Group has and will continue to implement a number
of incentive schemes, to attract and motivate key senior managers.
There can be no certainty that such retention policies and
incentive plans will be successful for the Company in attracting
and retaining the right calibre of key management personnel.
Fluctuations in exchange rates may affect the reported
results
The Group is exposed to movements in foreign exchange rates
against Sterling for trading transactions and the translation of
the net assets and income statements of overseas operations. The
principal exposure is to the US Dollar and Euro exchange rates,
which form the basis of pricing for the Group's customers.
Any increase in effective tax rates may adversely affect
operating results
The Group operates in multiple jurisdictions and its profits are
taxed pursuant to the tax laws of such jurisdictions. If the
Group's effective tax rate increases in a future period, its
operating results in general will be adversely impacted, and
specifically its net profit and earnings per share will decrease.
The Group's effective tax rate may be affected by changes in or
interpretations of tax laws in any given jurisdiction, utilisation
of net operating losses and tax credit carry forwards, changes in
geographical allocation of income and expense, and changes in
management's assessment of matters such as the ability to realise
deferred tax assets. The Group's effective income tax rates in a
given fiscal year reflect a variety of factors that may not be
present in any succeeding fiscal year or years. As a result, the
Group's effective corporation tax rate may increase in future
periods.
There are inherent risks and uncertainties in connection with
the Group's acquisition strategy
The Group will seek and effect appropriate acquisitions across
various geographic regions, consequently exposing the Company to
inherent risks and uncertainties associated with such acquisitions.
The risks associated with such a strategy include the availability
of suitable acquisitions, obtaining regulatory approval for any
acquisition, and assimilating and integrating acquired companies
into the Group. In addition, potential difficulties inherent in
mergers and acquisitions may adversely affect the results of an
acquisition. These include delays in implementation or unexpected
costs or liabilities, as well as the risk of failing to realise
operating benefits or synergies from completed transactions. Nor
can there be any certainty that the benefits of acquisitions and
strategic investments, including synergies, increased cash flows
and other operational benefits, will be realised.
Economic and financial uncertainty
Recent turmoil in the financial, debt and commodities markets
has had a significant adverse impact on certain sectors of the
economy, in particular property, retail, banking and financial
services. Although, at present, the wider effect of such events is
unclear, there is a significant risk that there will be a negative
impact on businesses in other sectors (including the Company) and
the wider economy. This may include, inter alia, difficulty of
access to, or higher cost of, debt or equity financing, general
economic weakness, restrained fiscal expenditure, higher taxes and
inflationary pressures. Over the medium term (being longer than one
year) this may impact the Group's revenues and margins and
ultimately its earnings and share price.
Risks relating to the Company shares
The trading price of the Company shares may be volatile and
subject to wide fluctuations. The share price may fluctuate as a
result of a wide variety of factors, including further issues of
shares, the operating and share price performance of other
companies in the industry and markets in which the Group operates;
speculation about the business of the Group in the press, media or
the investment community; the publication of research reports by
analysts; and general market conditions.
Changes to data protection and privacy legislation could have an
adverse impact on the Group's business
The operations of the Group will be required to comply with
growing levels of data protection and privacy legislation governing
increasing areas of its businesses. The need to comply with data
protection legislation can affect the business in a number of ways
including, for example, making it more difficult to grow and
maintain marketing data and also through potential litigation
relating to the alleged misuse of personal data. Whilst the Company
will continue to monitor these requirements by legal reviews,
operational reviews and staff training to raise awareness of the
need for compliance in this area, material or significant changes
to laws with which the Group currently complies could have an
impact on the Group's performance, financial condition or business
prospects.
Breaches of the Group's data security systems or other
unauthorised access to its databases, intellectual property or
information could adversely affect its businesses and
operations
The Group has valuable databases and intellectual property and
as part of its businesses provides its customers with access to
database information such as treatises, journals and publications
as well as other data. There are persons who may try to breach the
Group's data security systems or gain other unauthorised access to
its databases in order to misappropriate such information for
potentially fraudulent purposes. Due to the rapid change in the
nature of these threats to the Group's databases, intellectual
property and other information, it may be unable to anticipate or
protect against the threat of breaches of data security or other
unauthorised access. Such breaches could damage the Group's
reputation and expose it to a risk of loss or litigation and
possible liability, as well as increase the likelihood of more
extensive governmental regulation of these activities in a way that
could adversely affect this aspect of the Group's business. Legal
actions against the Group could have a material adverse effect on
the Group's business, financial condition and results of
operations. The Group has systems and procedures in place to
minimise this risk.
The Group depends on financial, accounting, management and other
information and support IT systems
The Company has established and maintains such adequate
procedures, systems and controls as the Board considers to be
appropriate for a listed company and which enable it to comply with
its obligations under the Listing Rules. The efficient operation
and management of the Group depends on the proper operation and
performance of these financial, accounting, management and other
information and support IT systems, some of which are supplied by
third parties. A significant performance failure of any such system
could lead to loss of control over critical business information
and/or systems and while the Group does have normal disaster
recovery planning, such a system performance failure could
adversely impact the ability of the Group to operate effectively or
to fulfil its contractual obligations which may in turn lead to
lost revenue and profitability and/or incur significant
consequential and remedial costs.
Legal and regulatory developments
The Group operates within a number of different jurisdictions
and it is subject to various legal and regulatory regimes,
including those covering taxation, employment, environmental and
health and safety matters. Future global political, legal or
regulatory developments concerning the activities carried out by
the Group and the arena in which the businesses operate may affect
the Group's ability to operate profitably in the affected
jurisdictions. Should the Group's businesses fail to comply with
applicable legal and regulatory requirements, this may result in a
financial loss or restriction on the Group's ability to operate its
business.
12. RESPONSIBILITY STATEMENT OF THE DIRECTORS
To the best of the knowledge of the Directors (whose names and
functions are set out below), the preliminary announcement which
has been prepared using accounting policies and methods of
computation consistent with those used in the Group's annual report
for the year ended 31 December 2010 and to be adopted for the
financial year ended 31 December 2011, gives a true and fair view
of the assets, liabilities, financial position and profit for the
Company and the undertakings included in the consolidation taken as
a whole; and
Pursuant to Disclosure and Transparency Rules, Chapter 4, the
Directors' Report of the Company's annual report will include a
fair review of the development and performance of the business and
the position of the Company, and the undertakings included in the
consolidation taken as a whole, together with a description of the
principal risks and uncertainties faced by the business.
Neville Buch Executive Chairman
Douglas Emslie Group Managing Director
Dan O'Brien Group Finance Director
Roger Pellow Director Labels Group
Gary Marshall Chief Executive Officer Asia
Robert Ware Non Executive Director
Hugh Scrimgeour Non Executive Director
Paul Keenan Non Executive Director
The Annual General Meeting will be held at Botanic Room,
Radisson BLU Hotel Dublin Airport, Dublin, Ireland on 4 July, 2012
at 11.00am.
A copy of this report will also be available on the Group's
website at www.tarsus.com.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR ZMGGFZVGGZZZ
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