Interim Results - Amendment

ITE Group PLC 23 May 2000 The issuer has made the following amendment to the Interim Results announcement released 23rd May 2000 at 07:00 under RNS No 0193L. The paragraph headed DIVIDENDS - Dividends will be payable to shareholders on the register on 5 June 2000 and not 5 July 2000 as previously stated. All other details remain unchanged. The full corrected version is shown below. ------------------------------------------------------------------- ITE GROUP PLC INTERIM RESULTS FOR THE SIX MONTHS ENDED 31 MARCH 2000 ITE Group Plc, an international exhibitions specialist, is pleased to announce its Interim Results for the six months ended 31 March 2000 Key points: - Turnover of £13.8m - Profit before amortisation of goodwill, restructuring costs and tax up 44% to £3.75m - Headline diluted earnings per share up 30% to 1.3p - Interim dividend of 0.5p per share - £41 million of acquisitions completed in the period - 115 trades exhibitions and conferences organised in the period - Continuation of acquisition programme in Central Asia, the Far East, Central and Eastern Europe and Russia and the CIS. Lawrie Lewis, Chairman, commented : 'ITE has an exciting future. We have established ourselves as the leading exhibition organiser in a number of emerging markets and our shows are benefiting from considerable cross-selling opportunities. The Board is confident that the full year will show continued progress and acquisitions and joint ventures completed this year will give us a unique geographical network to exploit significant growth for all our exhibitions.' For further information, please contact: ITE Group plc 020 7596 5000 Lawrie Lewis Buchanan Communications 020 7466 5000 Richard Oldworth / Isabel Petre CHAIRMAN'S STATEMENT RESULTS I am pleased to report that the Group has continued its growth record in earnings for the interim period ended 31 March 2000. Turnover directly attributable to the Group was £13.782 million (1999: £13.425 million) and profit before tax, goodwill, minority interests and restructuring costs was £3.755 million (1999: £2.608 million). Net assets of the group have increased to £28.74 million (1999: £13.125 million) due to the capitalisation of goodwill on acquisitions as well as the issue of new equity as consideration for acquisitions. ACQUISITIONS Our strategy of growth by acquisitions has continued in the current financial year and to date we have concluded the following acquisitions and joint ventures: ACG & ITF (50%) Exhibition organiser in Cairo, Egypt Incheba Prague Exhibition organiser in Prague, Czech (50%) Republic ITF (50%) Exhibition organiser in Istanbul, Turkey Coneco (50%) Building and construction exhibition in Bratislava, Slovakia Comtek 9 trade exhibitions in Moscow, Russia EUF 2 trade exhibitions in Istanbul, Turkey DXCEC (46%) Joint venture in Dalian, China PSA (50%) Joint venture in Singapore E-Business Trade exhibition in Birmingham, UK The Group now organises over 350 trade exhibitions per year with net exhibition space sold annualised at over 500,000 sq.ms. Our focus continues to be in emerging markets with our largest markets being in Russia and Turkey. We have also just secured a five year agreement until December 2005 for all our major products to be held at the Expocentre in Moscow, Russia's premier exhibition venue. The acquisition of the E-Business show in the UK has given us the opportunity to replicate this show in our other markets and we have already announced E-Business exhibitions and conferences in Russia, Kazakhstan, Turkey, Egypt and India. INTERNET ACTIVITIES We are progressing with our plan to launch a number of business to business vertical portal sites through our subsidiary b4bportals.com limited. These sites, projected to go live by the end of August, will create tightly focused online trade communities, where buyers and sellers can engage in e-commerce and auctions, communicate with each other and access information about their sector. These portals will operate in geographical markets where ITE currently has a physical presence, leveraging off its extensive databases, both locally and internationally, of exhibitors and visitors. A final decision has not yet been made but the Board is currently exploring the possibility of demerging b4bportals.com into a separate public company. DIVIDENDS An interim dividend of 0.5p has been declared by the Board, representing an increase of 4.2% over the interim dividend declared in 1999. This will be payable on 10 July 2000 to shareholders on the register on 5 June 2000. Shareholders can elect to take their dividend either in cash or in new shares in ITE. MANAGEMENT Since the year end there have been certain changes to the holding company Board. Darra Comyn has resigned as the Financial Director and his role has been taken over by Ian Tomkins, who has been Darra's deputy for over 18 months. Darra will remain as a consultant for a further six months, which will ensure a seamless transition. I have taken over as Chief Executive from Steve Monnington, who is going to return to his original acquisition broking business but he will remain associated with the Group looking for new acquisition opportunities. ITE is a fast moving company operating in a number of different geographical markets with a network of strong local partners, who still retain an equity interest in their local operations. Our management structure reflects these characteristics with a recently formed operational committee in London focusing on international sales in the countries where our local partners operate together with strict financial controls and reporting. The unique strength of ITE is in its strong local presence, nurtured through a combination of decentralised management and centralised controls. OUTLOOK ITE has an exciting future. We have established ourselves as the leading exhibition organiser in a number of emerging markets and our shows are benefiting from considerable cross-selling opportunities. The Russian economy is becoming more stable and, with the recent acquisitions of the leading technology and food shows in Moscow, we are well positioned to benefit from the expected upturn. E-Business and B2B activities are a major focus for ITE both in terms of physical exhibitions and online activities. The Board is confident that the full year will show continued progress and acquisitions and joint ventures completed this year will give us a unique geographical network to exploit significant growth for all our exhibitions. Lawrie Lewis Chairman Highlights - Turnover of £13.8 million - Profit before amortisation of goodwill, restructuring costs and tax of £3.75 million - Headline diluted earnings per share of 1.3p - Interim dividend of 0.5p per share - £41 million of acquisitions completed in the period - 115 trade exhibitions and conferences organised in the period - Continuation of acquisition programme in Central Asia, the Far East, Central and Eastern Europe and Russia and the CIS. Consolidated profit and loss account Six months Six months Year to 31 March to 31 March ended 30 September 2000 1999 1999 Notes Unaudited Unaudited Audited £'000 £'000 £'000 Turnover Existing operations 13,782 11,976 30,214 Acquisitions - 1,449 5,098 13,782 13,425 35,312 Cost of sales (8,061) (8,526) (19,174) Gross profit 5,721 4,899 16,138 Other operating expenses (3,521) (2,975) (6,990) Other operating income 699 - - Operating profit before amortisation of goodwill 3 2,899 1,924 9,148 Amortisation of goodwill (708) (53) (244) Operating profit Existing operations 1,492 1,557 7,679 Acquisitions 699 314 1,225 2,191 1,871 8,904 Share of associates' 280 - (48) operating profit / (loss) Exceptional amounts 4 - - (2,340) written off investments Profit on ordinary 2,471 1,871 6,516 activities before interest Interest receivable 312 537 946 Profit on ordinary 2,783 2,408 7,462 activities before taxation Taxation (1,078) (806) (2,976) Profit on ordinary 1,705 1,602 4,486 activities after taxation Minority Interests (74) (50) (115) Profit for the financial 1,631 1,552 4,371 year Dividend (950) (760) (2,256) Retained profit 681 792 2,115 Earnings per share Headline diluted 5 1.3p 1.0p 4.0p Basic 6 0.9p 1.0p 2.7p Diluted 7 0.9p 0.9p 2.6p Consolidated balance sheet 31 March 31 March 30 September 2000 1999 1999 Notes Unaudited Unaudited Audited £'000 £'000 £'000 Fixed assets Goodwill 19,048 3,743 7,196 Tangible assets 1,726 2,662 1,973 Associates 28,614 - 1,904 Other investments 3,265 2,871 1,041 52,653 9,276 12,114 Current assets Debtors 11,291 12,075 12,658 Cash at bank and in hand 7,490 20,086 19,493 18,781 32,161 32,151 Current liabilities Creditors: amounts falling 8 (38,124) (27,807) (27,333) due within one year Net current (liabilities) / (19,343) 4,354 4,818 assets Total assets less current 33,310 13,630 16,932 liabilities Creditors: amounts falling (4,570) (505) (1,750) due after more than one year Net assets 28,740 13,125 15,182 Capital and reserves Called up share capital 1,887 1,628 1,682 Share premium account 23,354 7,328 9,978 Other reserves 2,238 4,943 2,983 Profit and loss account 724 (1,294) 48 Equity shareholders' funds 28,203 12,605 14,691 Minority interests 537 520 491 Total capital employed 28,740 13,125 15,182 Consolidated Cash Flow Statement Six months Six Year Ended to 31 March months to 30 31 March September 2000 1999 1999 Unaudited Unaudited Audited £'000 £'000 £'000 Operating profit 2,191 1,871 8,904 Depreciation charges 229 146 355 Profit on sale of tangible (6) (152) (227) fixed assets Profit on sale of own shares - - (332) Amortisation of goodwill 708 53 218 Decrease in debtors 1,021 4,753 7,400 Decrease in creditors (1,485) (2,415) (10,933) Net cash inflow from operating 2,658 4,256 5,385 activities Returns on investments and 312 537 946 servicing of finance Taxation (604) (80) (1,880) Capital expenditure and (711) 1,593 2,753 financial investment Acquisitions and disposals (12,644) (2,702) (4,723) Equity dividends paid (1,309) (931) (1,461) Cash (outflow) / inflow before (12,298) 2,673 1,020 management of liquid resources & financing Management of liquid resources 12,878 (609) 4,194 Financing 295 (1,018) (567) Increase in cash in the period 875 1,046 4,647 Notes 1. The six months accounts have been prepared on the historical cost basis, are unaudited and do not constitute statutory accounts within the meaning of Section 240 of the Companies Act 1985. 2. The results for the year ended 30 September 1999 have been extracted from the statutory accounts which have been reported on by the Group's auditors and have been delivered to the Registrar of Companies. The auditors' report was unqualified and did not contain any statement under Section 237 (2) or (3) of the Companies Act 1985. 3. Operating profit before amortisation of goodwill has been calculated after charging restructuring, redundancy and compensation for loss of office amounts of £264,000 for the six month period to 31 March 2000 (Six months to 31 March 1999: £147,000, Year ended 30 September 1999: £427,000). 4. Exceptional amounts written off investments in the year ended 30 September 1999 relates to the full provision for the company's investment in Philip Johnstone Group Limited. This investment arose from the former activities of the Group and has no relationship to the Group's current business. 5. Headline diluted earnings per share has been based on the profit for the financial year adjusted for amortisation of goodwill and exceptional items, divided by 179,588,000 ordinary shares allowing for the effect of all dilutive potential shares. 6. Basic earnings per share has been based on the profit for the financial year divided by the weighted average of the number of shares in issue being 172,909,000. 7. Diluted earnings per share has been based on the profit for the financial year divided by 179,588,000 ordinary shares allowing for the effect of all dilutive potential shares. 8. Creditors: amounts falling due within one year include amounts representing deferred income of £16,920,000 (31 March 1999: £19,241,000, Year ended 30 September 1999: £15,585,000). 9. Copies of this document are being sent to Shareholders. Further copies are available from the Company's registered office. INDEPENDENT REVIEW REPORT TO ITE GROUP Plc Introduction We have been instructed by the company to review the financial information set out on pages 4 to 7 and we have read the other information contained in the interim report and considered whether it contains any apparent misstatements or material inconsistencies with the financial information. Directors responsibilities The interim report, including the financial information contained therein, is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the interim report in accordance with the Listing Rules of the Financial Services Authority and applicable United Kingdom accounting standards. The Listing Rules require that the accounting policies and presentation applied to the interim figures should be consistent with those applied in preparing the preceding annual accounts except where any changes, and the reasons for them, are disclosed. Review work performed We conducted our review in accordance with guidance contained in Bulletin 1999/4 issued in the United Kingdom by the Auditing Practices Board and with our profession's ethical guidance. A review consists principally of making enquiries of group management and applying analytical procedures to the financial information and underlying financial data and, based thereon, assessing whether the accounting policies and presentation have been consistently applied unless otherwise disclosed. A review excludes audit procedures such as tests of controls and verification of assets, liabilities and transactions. It is substantially less in scope than an audit performed inaccordance with Auditing Standards and therefore provides a lower level of assurance than an audit. Accordingly we do not express an audit opinion on the financial information. Review conclusion On the basis of our review we are not aware of any material modifications that should be made to the financial information as presented for the six months ended 31 March 2000. Arthur Andersen Chartered Accountants 20 Old Bailey London EC4M 7AN 23 May 2000

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