TIDMTRS
RNS Number : 3222Z
Tarsus Group PLC
05 March 2013
6 March 2013
Tarsus Group plc
Final results for year ended 31 December 2012
Quickening the Pace
Tarsus Group plc (LSE: TRS, "Tarsus" or "the Group"), the
international business-to-business media group, announces its
results for the year ended 31 December 2012.
During the year, Tarsus further strengthened its Emerging Market
portfolio and achieved its "Project 50/13" target to derive 50% of
revenues from Emerging Markets by 2013 a year early. Tarsus
launched its "Quickening the Pace" strategy early in 2013 focusing
on accelerating earnings per share growth.
Financial highlights
-- Revenue up 18% to GBP51.5m vs. 2010
-- Like-for-like revenues* up 13%
-- Adjusted profit before tax* GBP14.8m (2010: GBP9.5m)
-- Profit before tax GBP8.4m (2010: GBP5.3m)
-- Adjusted earnings per share* 12.2p (2010: 10.4p)
-- Earnings per share 5.6p (2010: 5.4p)
-- Proposed final dividend of 4.6p, total for year up 8% to 6.8p
(2011: 6.3p)
-- Net debt GBP15.7m (2011: GBP13.7m)
Operational highlights
-- Emerging Market portfolio expanded
o Life Media (Turkey)
o CYF (Turkey)
o GZ Auto (China)
-- Medical division continued to outperform expectations -
revenues +20%
-- Labelexpo Americas grew significantly - revenues +14%
-- MEBA (Dubai) achieved a record result - revenues +21%
-- New five year GBP45m bank facility agreed
Current trading and outlook
-- Forward bookings for 2013, on a like-for-like basis, are
currently 16% ahead of those for 2012 (as adjusted for biennials
and acquisitions)
-- Acquisition of 51% of Indonesian exhibition organiser, PT
Infrastructure Asia agreed in January 2013 and completed last
week
-- GZ Auto (February 2013) record show with revenues up 23% on
its previous edition
-- Off-Price (February 2013) revenues up 6%
-- Labelexpo Europe (September 2013) and Dubai Airshow (November
2013) both tracking well ahead of previous events
Financial Results
2012 2011 2010
------------------------------------ ----- ----- -----
Revenue (GBPm) 51.5 61.7 43.6
Like-for-like* revenue growth 13% 8% 6%
Adjusted profit before tax* (GBPm) 14.8 16.8 9.5
Profit before tax (GBPm) 8.4 3.0 5.3
Adjusted EPS* (pence) 12.2 17.0 10.4
Dividend (pence) 6.8 6.3 6.0
Net Debt (GBPm) 15.7 13.7 28.6
Neville Buch, Chairman of Tarsus, commented:
"2012 was a landmark year with the early completion of Project
50/13. The next phase of our growth strategy - "Quickening the
Pace" - will focus management on accelerating the Group's earnings
growth by leveraging our high quality portfolio into fast growth
markets alongside selective strategic acquisitions.
"We have made a good start to 2013 and are experiencing strong
momentum and sales progress. We are increasingly confident we can
deliver an excellent outcome for 2013 particularly as we are
operating in growth markets".
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
11.00am 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 on
7 March 2013.
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 2012, prior year
disposals and non-recurring products and items.
Strategic overview
2012 proved to be a major milestone for Tarsus, with the Group
achieving its Project 50/13 target of deriving 50% of revenues from
Emerging Markets by 2013 ahead of schedule. As a result, at the
start of 2013 the Group launched its "Quickening the Pace"
strategy.
Project 50/13 saw the organic development and acquisition of
market leading products in the Emerging Markets and the US as well
as the reduction in the Group's exposure to continental Europe. As
part of 50/13, during the year the Group acquired interests in
leading exhibition businesses in Turkey (Life Media and CYF) and
China (GZ Auto).
The Group is now moving into the next phase of its growth
strategy. The core focus of "Quickening the Pace" will be to
accelerate earnings per share growth. This will be driven by a
combination of the geographical replication of our major brands
into fast growth economies; organic growth from the existing
portfolio; tight cost control; and selective bolt-on acquisitions
in the US and Emerging Markets.
"Quickening the Pace" will leverage fundamental changes underway
in the world's economies, with growth in the US and selective
Emerging Markets poised to further outpace the mature economies of
the West. The exhibition markets in which Tarsus operates are now
consolidating rapidly to the benefit of the companies that achieve
early entry.
The Group is already delivering on its new strategic objectives,
with the announcement in January 2013 that Tarsus has agreed to
acquire 51% of Indonesian exhibition organiser PT Infrastructure
Asia. The acquisition, which completed on 28 February 2013, will
provide Tarsus with an important hub in the fast growing Indonesian
exhibition market.
The Group intends to replicate its leading brands
internationally, with editions of GZ Auto being launched into
Indonesia and Turkey. Zuchex will also be launched into
Kazakhstan.
Financial Results
Group revenues for the full year were strong at GBP51.5m (2011:
GBP61.7m) and up 18% on a biennial basis (2010: GBP43.6m).
Like-for-like revenue growth, excluding foreign exchange movements,
increased by 13%.
Group adjusted profit before tax was GBP14.8m (2011: GBP16.8m)
and up 56% on a biennial basis (2010: GBP9.5m). Net interest
expense decreased to GBP1.2m (2011: GBP1.6m) reflecting our lower
debt levels across 2012 together with the benefit of lower interest
rates under the new banking facilities. Reported profit before tax
was GBP8.4m (2011: GBP3.0m).
The Group incurred a number of one-off costs relating to
acquisitions and the bank refinancing completed in August 2012.
These costs, amounting to GBP2.2m, have been excluded from adjusted
profits.
The adjusted tax charge of GBP2.2m (2011: GBP2.5m) represents
15% (2011: 15%) of the Group's adjusted profits before tax. The
reported tax charge is GBP1.8m (2011: GBP2.1m). 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.
Adjusted earnings per share were 12.2p (2011: 17.0p). On a
biennial basis adjusted earnings per share were up from 10.4p in
2010. Basic earnings per share for 2012 were 5.6p (2011: 0.3p).
The Group generated GBP12.2m (2011: GBP11.8m) of cash from
operations, an increase of 11% against 2010, the biennial
comparative year (2010: GBP11.0m).
Acquisition costs during the year were partially offset by both
a strong operational cash generation and the proceeds of a placing.
The Group's net debt at 31 December 2012 was GBP15.7m (2011:
GBP13.7m).
The Board is proposing a final dividend of 4.6p per share,
bringing the total for the year to 6.8p per share (2011: 6.3p per
share), up 8%.
The final dividend, subject to shareholder approval, will be
paid on 10 July 2013 to Shareholders on the Register of Members on
31 May 2013. A scrip dividend will continue to be offered as an
alternative.
Operating Review
Acquisitions
In 2012, Tarsus made three key acquisitions as part of its
Project 50/13 strategy to derive 50% of revenues from Emerging
Markets by 2013.
30 March 2012: acquired 70% of LifeMedia Fuarcilik A. . ("Life
Media"), one of the largest independent exhibition businesses in
Turkey, for an estimated total consideration of GBP18m. The Life
Media acquisition was part funded by the successful placing of
8,086,228 new ordinary shares of 5 pence each at a placing price of
135.0p per share which raised approximately GBP10.6m net of
expenses.
6 November 2012: acquired, through its subsidiary IFO, 70% of
CYF Fuarcılık A. . ("CYF"), for an estimated total consideration of
GBP3m.
These acquisitions were a key component in the realisation of
the Project 50/13 strategy with Turkey representing an important
market for the Group as it rapidly transitions toward becoming a
commercial hub for the Balkans, Central Asia, the Middle East and
Europe. Both businesses have now been fully integrated into the
Group.
17 December 2012: completed the acquisition of 50% of the China
International Automotive Aftermarket Industry and Tuning
(Guangzhou) Trade Fair ("GZ Auto") and other associated business
assets for an estimated total consideration of GBP11m.
The acquisition of GZ Auto provides Tarsus with exposure to the
rapidly growing automotive industry in China. The first GZ Auto
event held under Tarsus ownership was in February 2013 and was a
record event with revenues up 23%.
Emerging Markets
(GBPm) 2012 2011 2010
------------------------ ----- ----- -----
Biennial revenue 4.4 16.2 3.8
Annual revenue 14.2 5.0 3.7
------------------------ ----- ----- -----
Total revenue 18.6 21.2 7.5
------------------------ ----- ----- -----
Adjusted profit before
tax 5.4 7.2 0.6
Turkey
IFO held REW (the Recycling, Environment Technologies and Waste
Management International Fair) in June 2012, the second edition of
the event under Tarsus's ownership, achieving revenue growth of
19%.
The first Life Media exhibition held under Tarsus ownership,
Ideal Home, was held in April 2012 and performed strongly, with
revenues up 50% on the 2011 edition. Zuchex, Life Media's largest
housewares event, was held in September and produced an excellent
performance with revenues increasing 16% over the previous
iteration.
CYF held its first event under Tarsus's ownership, Eurasia Plant
Fair, in December and increased revenues by 36%.
Dubai
The Group's events in Dubai grew well with a notable performance
from GESS (education) with revenues up 15%.
MEBA (Middle East Business Aviation), the biennial business jet
exhibition, was held in December 2012 at the new Al Maktoum
International Airport at Dubai World Central, which will host the
2013 Dubai Air Show. MEBA achieved record results with revenues
increasing 21% and visitors up 22% over the previous edition.
China
Hope, the Group's Chinese joint venture, exceeded expectations
in 2012 with revenues up 37%. This growth was driven primarily by
the strong performance of the medical equipment portfolio in
Central China.
The South China Label Show took place in December 2012 in
Guangzhou, achieving critical mass with revenues up 51% on its
previous edition.
India
Labelexpo India was held in October 2012 with revenues well up
on its previous 2010 edition, as demand for labels is driven higher
by rising personal consumption in emerging economies.
US
(GBPm) 2012 2011 2010
------------------------ ----- ----- -----
Biennial revenue 4.8 - 4.4
Annual revenue 17.8 16.2 14.3
------------------------ ----- ----- -----
Total revenue 22.6 16.2 18.7
------------------------ ----- ----- -----
Adjusted profit before
tax 11.0 7.6 8.7
Labelexpo America took place in September 2012 in Chicago and
performed very well, with revenues up 14% on the previous 2010
event.
The February 2012 and August 2012 Off-Price shows in Las Vegas
performed well, with revenues up 7% and 3% respectively.
The Medical division continued its excellent growth, ahead of
the Board's expectations, with revenues increasing by 20%. This was
driven by our education programmes, including those delivered
online. The online programmes were launched two years ago and their
revenues have now overtaken those from the physical programmes.
This includes a growing proportion of international sales primarily
from the Middle East and Asia. The May 2012 and December 2012
events both achieved record results.
Europe
(GBPm) 2012 2011 2010
------------------------ ----- ----- -----
Biennial revenue - 8.8 -
Annual revenue 10.3 15.5 17.4
------------------------ ----- ----- -----
Total revenue 10.3 24.3 17.4
------------------------ ----- ----- -----
Adjusted profit before
tax 1.1 5.1 2.9
Trading in the Group's French business ended the year in line
with Board expectations. The events and education exhibitions
performed better than their 2011 editions and a number of smaller
new exhibitions were successfully launched during the year
partially offsetting a weaker performance from this division's IT
events where trading conditions remained challenging. The results
for prior years include the revenues of Modamont, which was
disposed of in December 2011.
Outlook
Following the completion of Project 50/13, Tarsus expects more
than 50% of Group revenue in 2013 to be generated from Emerging
Markets. The Group is seeing strong bookings in Turkey, China and
from its largest biennial events - the Dubai Airshow and Labelexpo
Europe. Good growth is also expected from the Group's US portfolio,
which features the Off-Price and Medical brands.
Owing to the incidence of the large biennial events within the
portfolio, profits generated in odd years are typically larger than
those generated in even years.
The GZ Auto event was held in February 2013 and was a record
edition with revenues up 23%. Tarsus intends to replicate this
event in Istanbul and Indonesia in 2014 as well as domestically in
the current year.
The move to a new venue for the 2013 Dubai Airshow has
facilitated a broadening of the Group's offering for that show.
Tarsus continues to invest to drive strong organic growth from the
show that serves the world's fastest growing aerospace region.
Sales for the 2013 exhibition are currently substantially ahead of
the previous edition.
Off-Price was held in Las Vegas in February 2013 with revenues
up 6% on the previous edition.
The French business is tracking in line with the Board's
expectations although the Group remains vigilant given the current
macroeconomic uncertainty in Europe.
Forward bookings for 2013, on a like-for-like basis, are
currently 16% ahead of those for 2012 (as adjusted for biennials
and acquisitions).
Tarsus remains confident that momentum will accelerate in 2013
with the implementation of its "Quickening the Pace" strategy,
focusing on brand replication, organic growth, cost control and
carefully targeted acquisitions.
Neville Buch Douglas Emslie
Chairman Group Managing Director
Financing and Net Assets
The geographical composition of Tarsus' 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 2012 approximately 52% of our revenues were generated
in US Dollars, 17% in Euros, 16% in Turkish Lira, 9% in Sterling
and 7% in Chinese Renminbi. 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 2012 were:
-- US$: 1.59 - a weakening against Sterling of 1% compared with 2011
-- Euro: 1.22 - a weakening against Sterling of 6% compared with 2011
-- Turkish Lira: 2.88 - a weakening against Sterling of 4% compared with 2011
2013 budgeted exchange rates are US$: 1.60, Euro: 1.25 and
Turkish Lira: 2.85.
Cash flows
Tarsus continues to generate strong cash flows from its
operations. The larger events typically have a positive working
capital cycle and the business in general has a low capital
investment requirement.
The biennial nature of the Group's event portfolio results in a
decrease in working capital (excluding cash) in the years,
including 2012, which do not include the two largest events. This
occurs as deferred income relating to these events builds up in the
Statement of Financial Position ahead of the events in the
following year.
During 2012, the Group generated GBP12.2m of cash from
operations (2011: GBP11.8m).
The key non-operating cash flows in 2012 included:
-- Dividends paid of GBP5.7m
-- Deferred consideration payments totalling GBP2.3m
-- Tax and interest paid totalling GBP3.7m
-- Acquisition of Life Media, CYF and GZ Auto GBP12.8m
-- Net proceeds from issue of shares GBP11.0m
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' external bank debt was refinanced in August 2012 and is
a five year GBP45m multi-currency facility. Where foreign currency
borrowings do exist they are hedged using forward currency
contracts. At 31 December 2012 all borrowings were denominated in
Sterling. The Group has entered into interest rate swaps to fix the
interest rates payable under its banking facilities.
The Group's net debt was GBP15.7m at 31 December 2012 (31
December 2011: GBP13.7m).
Net Assets
As at 31 December 2012, the Group had net assets of GBP47.0m (31
December 2011: GBP42.4m).
Intangible assets
Intangible assets comprise goodwill, trademarks and customer
lists. The carrying value of intangible assets at 31 December 2012
was GBP102.6m (31 December 2011: GBP86.2m).
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 2012 is deferred income of
GBP25.3m (2011: GBP17.8m). Prepaid event costs of GBP2.5m (2011:
GBP1.6m) are included in trade and other receivables.
Acquisitions and disposals
On 30 March 2012 the Company acquired the 70 per cent of the
issued share capital of Istanbul based LifeMedia Fuarcilik A. .
('Life Media') one of the largest independent exhibition businesses
in Turkey for an estimated total consideration of GBP18m in
aggregate payable in cash.
On 6 November 2012 the Group acquired via IFO, its subsidiary,
70 per cent of the issued share capital of Istanbul based CYF
Fuarcılık A. . ('CYF'), representing a key bolt-on acquisition for
the group's Turkish division, for an estimated total consideration
of GBP3m in aggregate payable in cash.
On 17 December 2012 the Company acquired 50 per cent of GZ Auto,
a major exhibition business in China focussed on the
auto-aftermarket sector, for an estimated total consideration of
GBP11m in aggregate payable in cash.
Post balance sheet events
On 16 January 2013 the Company announced that it had agreed to
acquire 51% of Indonesian exhibition organiser PT Infrastructure
Asia, for an initial cash consideration of GBP0.3m with total
deferred payments of approximately GBP1.5m in aggregate during 2014
and 2015. The acquisition completed on 28 February 2013.
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 increasing
the proportion of revenues from Emerging Markets and the US.
Dan O'Brien
Group Finance Director
CONSOLIDATED INCOME STATEMENT
Note Year to Year to 31
31 December December 2011
2012
GBP'000 GBP'000
Group revenue 2 51,538 61,697
Operating costs excluding
exceptional items (39,207) (49,250)
Impairment loss - (8,408)
Exceptional operating costs 3 (2,244) (1,403)
------------- ---------------
Total operating costs (41,451) (59,061)
------------- ---------------
Group operating profit 2,3 10,087 2,636
Profit on disposal of subsidiary - 2,347
Interest payable and other
financial expenses (1,726) (2,011)
------------- ---------------
Profit before taxation 8,361 2,972
Taxation expense 4 (1,809) (2,075)
------------- ---------------
Profit for the financial year 6,552 897
============= ===============
Profit for the financial year
attributable to equity shareholders
of the parent company 5,196 255
Profit for the financial year
attributable to non-controlling
interests 1,356 642
6,552 897
============= ===============
Note Year to Year to 31
31 December December 2011
2012
Earnings per share (pence) 6
- basic 5.6 0.3
- diluted 5.6 0.3
GBP'000 GBP'000
Dividends 5
Equity - ordinary
Final dividend paid 3,949 2,958
Interim dividend paid 1,800 1,479
5,749 4,437
============= ===============
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Year to Year to 31
31 December December
2012 2011
GBP'000 GBP'000
Profit for the financial year 6,552 897
------------- -----------
Other comprehensive expense:
Cash flow hedge reserve - movement in
fair value (125) (309)
Foreign exchange translation differences (2,631) (2,325)
Tax effect of foreign exchange translation
differences 461 269
------------- -----------
Other comprehensive expense (2,295) (2,365)
Total comprehensive income/(expense)
for the year 4,257 (1,468)
============= ===========
Attributable to:
Equity shareholders of the parent company 2,901 (2,110)
Non-controlling interests 1,356 642
Total comprehensive income/(expense)
for the year 4,257 (1,468)
============= ===========
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 31 December 2012 As at 31 December 2011
Note GBP'000 GBP'000
NON-CURRENT ASSETS
Property, plant and equipment 1,424 1,461
Intangible assets 102,592 86,229
Investment in Joint Venture 8 11,058 -
Other investments 1 1
Deferred tax assets 1,122 290
----------------------- -----------------------
116,197 87,981
CURRENT ASSETS
Trade and other receivables 22,679 16,844
Cash and cash equivalents 10,255 8,505
----------------------- -----------------------
32,934 25,349
CURRENT LIABILITIES
Trade and other payables (32,376) (20,528)
Deferred income (25,335) (17,824)
Other interest bearing loans and borrowings - (2,250)
Liabilities for current tax (2,299) (2,579)
----------------------- -----------------------
(60,010) (43,181)
----------------------- -----------------------
NET CURRENT LIABILITIES (27,076) (17,832)
----------------------- -----------------------
TOTAL ASSETS LESS CURRENT LIABILITIES 89,121 70,149
----------------------- -----------------------
NON-CURRENT LIABILITIES
Other payables (12,645) (4,393)
Deferred tax liability (3,929) (3,730)
Interest bearing loans and borrowings (25,519) (19,620)
----------------------- -----------------------
(42,093) (27,743)
NET ASSETS 47,028 42,406
======================= =======================
EQUITY
Share capital 4,772 4,342
Share premium account 37,484 26,884
Other reserves (7,398) (5,103)
Retained earnings 9,387 15,371
Issued capital and reserves attributable to equity
shareholders of the parent 44,245 41,494
NON-CONTROLLING INTERESTS 2,783 912
----------------------- -----------------------
TOTAL EQUITY 47,028 42,406
======================= =======================
The financial statements of Tarsus Group plc, registered number
101579 (Jersey), were approved by the board and authorised for
issue on 6 March 2013 and signed on its behalf by:
J D Emslie D P O'Brien
Group Managing Director Group Finance Director
CONSOLIDATED STATEMENT OF CASH FLOWS
Year to 31 December 2012 Year to 31 December 2011
GBP'000 GBP'000
Cash flows from operating activities
Profit for the year 6,552 897
Adjustments for:
Depreciation 588 544
Amortisation & Impairment 3,296 13,834
Loss on disposal of intangible assets - 320
Profit on disposal of tangible assets - (26)
Profit on disposal of subsidiary - (2,347)
Share option charge/(credit) 430 287
Taxation charge 1,809 2,075
Interest payable 1,726 2,011
Operating cash flow before changes in working capital 14,401 17,595
Increase in trade and other receivables (5,791) (3,544)
Increase/(decrease) in trade and other payables 3,608 (2,209)
Cash generated from operations 12,218 11,842
Interest paid (1,347) (1,896)
Income taxes paid (2,314) (720)
Net cash from operating activities 8,557 9,226
Cash flows from investing activities
Proceeds from sale of tangible fixed assets - 579
Acquisition of property, plant & equipment (317) (480)
Acquisition of intangible fixed assets (731) (123)
Acquisition of subsidiary - cash paid (12,116) (6,170)
Acquisition of joint venture - cash paid (643) -
Acquisition of subsidiary - cash acquired 1,289 644
Disposal of subsidiary - cash received - 5,109
Disposal of subsidiary - cash disposed - (2,049)
Acquisition of other investments - (68)
Deferred and contingent consideration paid (2,257) (1,628)
Net cash outflow from investing activities (14,775) (4,186)
------------------------- -------------------------
Cash flows from financing activities
Drawdown/(repayment) of borrowings 4,000 (17,978)
Bank facility fees (1,072) -
Proceeds from the issue of share capital 11,366 16,270
Cost of share issue (390) (989)
Dividends paid to shareholders in parent company (5,695) (4,407)
Dividends paid to non-controlling interests in subsidiaries - (350)
Net cash outflow/ (inflow) from financing activities 8,209 (7,454)
------------------------- -------------------------
Net increase/(decrease) in cash and cash equivalents 1,991 (2,414)
Opening cash and cash equivalents 8,505 10,968
Foreign exchange movements (241) (49)
Closing cash and cash equivalents 10,255 8,505
========================= =========================
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Other Reserves
-------------------------------------------
Share Share Reorgan- Capital Fair Foreign Retained Non-controlling Total
interests
Capital Premium isation Redemption Value Exchange Earnings
Account Reserve Reserve* Reserve Reserve Reserve Interests
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
As at 1 January
2012 4,342 26,884 6,013 (443) (295) (10,378) 15,371 912 42,406
Recognised foreign
exchange losses
for the period - - - - - (2,631) - - (2,631)
Tax effect of foreign
exchange translation
differences - - - - - 461 - - 461
Profit for the period: - - - - - - - - -
- Attributable to
equity shareholders - - - - - - 5,196 - 5,196
- Attributable to
non-controlling
interests - - - - - - - 1,356 1,356
Cashflow hedge reserve - - - - (125) - - - (125)
-------- -------- --------- ----------- -------- --------- --------- ---------------- --------
Total comprehensive
income (expense)
for the period - - - - (125) (2,170) 5,196 1,356 4,257
Scrip dividend 2 52 - - - - - - 54
New share capital
subscribed 428 10,938 - - - - - - 11,366
Cost of shares issued - (390) - - - - - - (390)
Share option charge - - - - - - 430 - 430
Movement in reserves
relating to deferred
tax - - - - - - 559 - 559
Dividend paid - - - - - - (5,749) - (5,749)
Dividend paid to - - - - - - - - -
non-controlling
interests
Written Put/Call
options over
non-controlling
interests - - - - - - (6,420) (329) (6,749)
Non-controlling
interests arising
on acquisition - - - - - - - 844 844
-------- -------- --------- ----------- -------- --------- --------- ---------------- --------
Net change in
shareholders'
funds 430 10,600 - - (125) (2,170) (5,984) 1,871 4,622
-------- -------- --------- ----------- -------- --------- --------- ---------------- --------
As at 31 December
2012 4,772 37,484 6,013 (443) (420) (12,548) 9,387 2,783 47,028
======== ======== ========= =========== ======== ========= ========= ================ ========
*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.
Other Reserves
-------------------------------------------
Share Share Reorgan- Capital Fair Foreign Retained Non-controlling Total
Capital Premium isation Redemption Value Exchange Earnings
Account Reserve Reserve Reserve Reserve Reserve Interests
GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000 GBP000
At 1 January
2011 3,757 12,133 6,013 (443) 14 (8,322) 19,037 1,179 33,368
Recognised
foreign
exchange losses
for the period - - - - - (2,325) - - (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
Cashflow hedge - - - - (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)
Non-controlling
interests
arising
on acquisition - - - - - - - 513 513
Reduction in
non-controlling
interests on
disposal
of subsidiary - - - - - - - (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
======== ======== ========= =========== ======== ========= ========= ================ ========
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PREPARATION
The results for the year ended 31 December 2012 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 2011 and to be adopted for the financial
year ended 31 December 2013. 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 2012
and in accordance with the recognition and measurement requirements
of International Financial Reporting Standards as adopted by the
European Union.
The financial information set out above does not constitute the
Company's statutory accounts for the years ended 31 December 2012
or 2011 but is derived from those accounts. Statutory accounts for
2011 have been delivered to the Jersey Financial Services
Commission Companies Registry. Those for the year ended 31 December
2012 will be delivered following the Company's Annual General
Meeting on 24 June 2013.
This financial information has been extracted from the Group's
Annual Report and Accounts for the year ended 31 December 2012. The
auditors have reported on these 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 s.113B(3) or (4) Companies (Jersey) Law 1991 or
equivalent preceding legislation. The Group intends to publish its
2012 Annual Report and Accounts in March 2013.
2. SEGMENTAL ANALYSIS
As at 31 December 2012, 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:
31 December 2012
Emerging Central
Europe USA Markets Costs Group
Revenue by sector GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Group revenue 10,349 22,638 18,551 - 51,538
========= ========= ========= ======== ==========
Profit/(Loss) from operating
activities 1,112 10,952 5,395 (7,372) 10,087
Net financing costs - - - (1,726) (1,726)
Profit/(Loss) before taxation 1,112 10,952 5,395 (9,098) 8,361
Exceptional costs - - - 2,244 2,244
Share option charge - - - 430 430
Amortisation charge - - - 3,204 3,204
Unwinding of discount - contingent
consideration - - - 513 513
Adjusted profit/(Loss) before
tax 1,112 10,952 5,395 (2,707) 14,752
========= ========= ========= ======== ==========
Segment non-current assets 18,903 37,896 58,276 - 115,075
Segment current assets 10,642 4,839 17,453 - 32,934
29,545 42,735 75,729 - 148,009
========= ========= ========= ========
Deferred tax assets 1,122
Total assets 149,131
==========
Segment liabilities (40,210) (14,912) (40,753) - (95,875)
========= ========= ========= ========
Liabilities for current tax (2,299)
Deferred tax liabilities (3,929)
Total liabilities (102,103)
==========
31 December 2011
Emerging Central
Europe USA Markets Costs Group
Revenue by sector GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
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 intangible
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)
=========
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, profit or loss on disposal of tangible and intangible
assets and adjustments to contingent consideration.
2012 2011
GBP000 GBP000
Group revenue 51,538 61,697
Operating costs (41,451) (59,061)
Group operating profit 10,087 2,636
Gain on sale of subsidiary - 2,347
Net interest (1,726) (2,011)
Profit before taxation 8,361 2,972
Add back:
Exceptional costs 2,244 1,403
Share option charge 430 287
Amortisation charge (excluding amounts charged
to costs of sale) 3,204 5,426
Impairment of intangibles - 8,408
Loss on disposal of intangible fixed assets - 320
Loss/(Profit) on disposal of tangible fixed
assets - (26)
Profit on sale of subsidiary - (2,347)
Unwinding of discount - contingent consideration 513 364
Adjusted profit before tax 14,752 16,807
Tax thereon (2,191) (2,490)
Adjusted profit after tax 12,561 14,317
========= =========
In 2012, the Group incurred exceptional one-off costs resulting
from acquisition costs or potential acquisition costs (GBP1.4
million) and from bank re-financing (GBP0.8m).
4. INCOME TAX EXPENSE
2012 2011
GBP'000 GBP'000
Corporation tax:
Overseas tax on profits for the period 2,077 1,392
Adjustments to overseas corporation tax in respect of previous periods 24 9
Current tax charge for the period 2,101 1,401
-------- --------
Deferred tax:
Origination and reversal of temporary differences (472) 715
Adjustment in respect of previous periods (tax losses recognised) 2 -
Adjustments in respect of previous periods (temporary difference recognised) 178 (41)
Total deferred tax (292) 674
-------- --------
Tax charge for the year 1,809 2,075
======== ========
The tax charge below differs from the tax at the effective rate
on the profit for the year. The differences are explained
below:
2012 2011
GBP'000 GBP'000
Profit before taxation 8,361 2,972
Tax on profit on ordinary activities at 25% (2011 - 25%) 2,090 743
Effects of:
Expenses not deductible 344 3,778
Current period (profits)/ losses unrecognised (287) 396
Utilisation of brought forward losses unrecognised (30) (338)
Effect of tax rates in overseas jurisdictions (339) (1,922)
Under/(over) provision in respect of prior periods 204 (222)
Current period debit for current and historic exposures 309 -
Current period credit for intangible assets (482) (360)
Tax on profit on ordinary activities 1,809 2,075
======== ========
2012 2011
GBP'000 GBP'000
Current tax on exercised employee share options 106 -
Current and deferred tax on foreign exchange on loans, investments
and intangibles 461 269
Deferred tax on intangible assets/ goodwill (198) 207
Deferred tax on unexercised employee share options 651 22
Tax charge/ (credit) recognised directly in equity or other comprehensive income 1,020 498
======== ========
5. DIVIDENDS
2012 2011
GBP000 GBP000
Dividend paid in cash or scrip
2011/2010 final dividend (4.2p/ 4.0p per share) 3,949 2,958
2011/2010 interim dividend (2.1p/ 2.0p per share) 1,800 1,479
5,749 4,437
======= =======
Dividend paid and proposed post year end
2012/2011 interim dividend paid (2.2p/ 2.1p per share) 2,089 1,798
2012/2011 final dividend proposed (4.6p/ 4.2p per share) 4,376 3,598
6,465 5,396
======= =======
An interim dividend of 2.2p per share (2011: 2.1p) was paid on
18 January 2013 to shareholders on the Register of Members of the
Company on 7 December 2012.
The directors announced the proposed final dividend for 2012, of
4.6p per share, on 6 March 2013. Subject to approval at the Annual
General Meeting on 24 June 2013, the proposed date of payment is 10
July 2013 to Shareholders on the Register of Members on 31 May
2013.
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
2012 2011
Pence Pence
Basic earnings per share 5.6 0.3
Diluted earnings per share 5.6 0.3
Adjusted earnings per share 12.2 17.0
Adjusted diluted earnings per share 12.1 16.7
Basic earnings per share
Basic earnings per share has been calculated on profit after tax
attributable to ordinary shareholders for the year of GBP5,196,241
(2011:GBP254,517) and 92,034,460 (2011: 80,609,355) 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
GBP5,196,241 (2011: GBP254,517) and 92,707,056 (2011: 81,950,292)
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):
2012 2011
Weighted average number of ordinary shares 92,034,460 80,609,355
Dilutive effect of share options 672,596 1,340,937
Weighted average number of ordinary shares (diluted) 92,707,056 81,950,292
=========== ===========
Dilutive and anti-dilutive share options were determined using
the average closing price for the period. The average share price
used was 161.23 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, profit on disposal of subsidiary undertakings and
adjustments to contingent consideration of GBP11.2million (2011:
GBP13.7 million) and 92,034,460 (2011: 80,609,355) ordinary shares,
being the weighted average number of shares in issue during the
year. Details of the calculation of adjusted profit after tax are
set out in note 3.
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, profit on disposal of subsidiary
undertakings and adjustments to contingent consideration of GBP11.2
million (2011: GBP13.7 million) and 92,707,056 (2011: 81,950,292)
ordinary shares, being the diluted weighted average number of
shares in issue during the year. Details of the calculation of
adjusted profit after tax are set out in note 3.
7. ACQUISITION OF SUBSIDIARY
(i) On 30 March 2012, the Group acquired 70% of the share
capital of Life Media Fuarcilik A.S. ("Life Media"), 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:
Life Media Carrying value Adjustments Fair value
GBP'000 GBP'000 GBP'000
Property, plant and equipment 176 - 176
Other intangibles - 1,949 1,949
Trade and other receivables 1,743 - 1,743
Cash and cash equivalents 1,202 - 1,202
Trade and other payables (2,707) - (2,707)
Deferred tax asset 115 - 115
Deferred tax liability - (390) (390)
529 1,559 2,088
-------------------------- ------------
Non-controlling interest (30%) (626)
Net assets acquired 1,462
Goodwill arising on acquisition 17,143
18,605
===========
Consideration paid and costs incurred:
Satisfied in cash 10,738
Stamp duty paid 112
Contingent consideration (less than one year) 7,755
Total consideration incurred 18,605
===========
Consideration paid in cash 10,738
Cash acquired (1,202)
Total net cash outflow 9,536
===========
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 2012. No material change is expected
to this amount.
From the date of acquisition to 31 December 2012, the business
has contributed GBP5.7 million to Group revenue and GBP3.7 million
to profit before tax. If the acquisition had occurred on 1 January
2012, the business would have contributed GBP6.6 million to Group
revenue and GBP3.6 million to profit before tax.
Goodwill of GBP17.1 million, recognised on this acquisition,
relates to certain assets that cannot be separately identified.
These items include sector knowledge 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 GBP0.4 million.
As part of the acquisition of Life Media, a put and call option
has been put in place by the Vendor for the further 30% of the
shares of the business in 2017. The fair value of the put options
are GBP5.8 million.
ii) On 6 November 2012, the Group acquired 52.5% of the share
capital of CYF Fuarcilik A.S. ("CYF"), 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:
CYF Carrying value Adjustments Fair value
GBP'000 GBP'000 GBP'000
Property, plant and equipment 44 - 44
Other intangibles - 353 353
Trade and other receivables 515 - 515
Cash and cash equivalents 87 - 87
Trade and other payables (537) - (537)
Deferred tax liability - (71) (71)
109 282 391
------------------- ------------
Non-controlling interest (47.5%) (185)
Net assets acquired 206
Goodwill arising on acquisition 2,606
2,812
===========
Consideration paid and costs incurred:
Satisfied in cash 1,412
Contingent consideration (less than 1 year) 1,134
Contingent consideration (greater than 1 year) 266
Total consideration incurred 2,812
===========
Consideration paid in cash 1,412
Cash acquired (87)
Total net cash outflow 1,325
===========
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 2012. No material change is expected
to this amount.
From the date of acquisition to 31 December 2012, the business
has contributed GBP0.7 million to Group revenue and GBP0.4 million
to profit before tax. If the acquisition had occurred on 1 January
2012, the business would have contributed GBP1.0 million to Group
revenue and GBP0.4 million to profit before tax.
Goodwill of GBP2.6 million, recognised on this acquisition,
relates to certain assets that cannot be separately identified.
These items include sector knowledge 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.
As part of the acquisition of CYF, a put and call option was put
in place by the Vendor for a further 30% of the shares of the
business. These can be exercised between 2016-2018. The fair value
of the put options are GBP1.3 million.
8. INVESTMENT IN JOINT VENTURES
On 17 December 2012 the Group acquired 50 per cent of the share
capital of Tarsus Jiuzhou Exhibitions and Convention Company Ltd
("G Z Auto"), a company incorporated in China. G Z Auto is a joint
venture with Jiuzhou Media & Advertising Company Ltd. The Group
investment of RMB112 million represents the Group's share of the
joint venture's net assets as at 31 December 2012, its accounting
reference date.
The investment of GBP11,058,000 as shown in the balance sheet
represents the Group's 50 per cent share of the assets and
liabilities as at 31 December 2012. As at the year end, G Z Auto
has no reported revenue.
Carrying value Adjustments Fair value
GBP'000 GBP'000 GBP'000
Other intangibles - 1,070 1,070
Trade and other debtors 106 - 106
Cash and cash equivalents 87 - 87
Trade and other payables (143) - (143)
- (214) (214)
--------------- ------------ -----------
Net assets acquired 50 856 906
--------------- ------------
Goodwill arising on acquisition 10,152
-----------
11,058
===========
Consideration paid and costs incurred:
Satisfied in cash 643
Contingent consideration (less than 1 year) 10,415
Total consideration and costs incurred 11,058
===========
Consideration paid in cash 643
Total net cash outflow 643
===========
9. 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.
10. PRINCIPAL RISKS AND UNCERTAINTIES
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, Indonesia and South East Asia as well
as 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 in allowing the Company to
attract and retain 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 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 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's
business) 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's ordinary shares
The trading price of the Company's ordinary 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 and, through legal
reviews, operational reviews and staff training, maintain 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 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. The efficient operation and
management of the Group depends on the proper operation and
performance of those 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 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 affecting the activities carried out by the Group and
the arena in which its businesses operate may impact on the Group's
ability to operate profitably in the affected jurisdictions. Any
failure to comply with applicable legal and regulatory
requirements, may result in a financial loss or restriction on the
Group's ability to operate its business.
11. 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 2011 and to be adopted for the
financial year ended 31 December 2012, 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
Hugh Scrimgeour Non Executive Director
Robert Ware Non Executive Director
Paul Keenan Non Executive Director
The Annual General Meeting will be held at the Parknasilla Room,
Radisson BLU Hotel Dublin Airport, Dublin, Ireland on 24 June 2013
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
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Tarsus (LSE:TRS)
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Tarsus (LSE:TRS)
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From Jul 2023 to Jul 2024
