Acquisition
T&F Informa PLC
1 June 2005
1 June 2005
T&F Informa plc
Proposed £768 million acquisition of IIR extends T&F Informa's multi-format
approach to provision of specialist information
Proposed 2 for 5 Rights Issue at 265p to raise £311 million net
T&F Informa plc ('T&F Informa'), the international specialist information
provider, announces the proposed acquisition of IIR Holdings Limited ('IIR') for
cash consideration of US$1.4 billion (£768 million).
• Highly complementary acquisition, adding significantly to T
&F Informa's events business, providing immediate critical mass in the
customised performance improvement market, substantially expanding T&F Informa's
existing North American presence and further extending its geographic reach into
emerging economies
• IIR organises events including conferences, seminars and
exhibitions and through its performance improvement business provides
performance analysis, diagnostics and customised training services to corporates
and governments
- over 1,400 conferences per year worldwide
- US-based performance improvement services to approximately half the
Fortune 500 and a broad cross-section of US Government departments
• Recent strong growth by IIR with revenue in the year to 31
December 2004 of $572.6 million (£312.9 million) up 20.2% (including a 5 month
contribution from the acquisition in 2004 of Robbins-Gioia of $42.5 million
(£23.2 million)) and EBITA of $87.8 million (£48.0 million) up 105.3% (including
a 5 month contribution of $7.0 million (£3.8 million) from Robbins-Gioia).
Further good revenue growth expected in current year and beyond(1)(1)
• Clear strategic and commercial logic for this unique
acquisition
- Continued development of T&F Informa's multi-format approach to the
provision of specialist content through publishing, events and through
performance improvement services
- Strong geographic and sector fit with T&F Informa's existing events
operations
- Entry into the high growth and resilient performance improvement market
- Accelerated organic revenue growth prospects
- Significant improvement in cross-marketing through doubling of database
to more than 20 million names
- Maintenance of well-balanced portfolio of products combining
operationally geared businesses and non-cyclical businesses with repeating and
resilient revenue streams
• Acquisition is expected to enhance significantly T&F
Informa's earnings per share (before amortisation of goodwill and exceptional
items) in the first full financial year(2)(2)
• Acquisition is expected to produce annualised efficiency
savings of £8 million in 2006 and £11 million by 2007 mainly from property, IT
systems, procurement and central overheads savings
• Current year trading has started well for T&F Informa with
performance in-line with its expectations, reflecting the growth in a number of
its key markets. IIR's first quarter trading has been strong
• Consideration for the acquisition to be funded initially in
full from a new debt facility and subsequently in part from a fully underwritten
2 for 5 Rights Issue at 265p per Ordinary Share to raise £311 million, net of
expenses
• Greenhill has acted as exclusive financial adviser on the
acquisition, Hoare Govett is acting as sole underwriter and broker to the Rights
Issue and ABN AMRO Bank is acting as mandated lead arranger of the debt facility
Commenting on the Acquisition, Peter Rigby, T&F Informa's Chief Executive said:
'The acquisition of IIR significantly extends our events business and gives us a
substantial and immediate position in the rapidly growing performance
improvement market. We know the IIR events business well and it will clearly
complement our existing events business, geographically and by sector. IIR's
performance improvement business, with its highly respected brands, strong
market positions and high cash generation is a unique opportunity to enter an
attractive market which we see as offering strong recurring revenue streams.
We expect the acquisition of IIR to be significantly earnings enhancing. We are
acquiring a complementary business which is well established in growing market
sectors and which is highly cash generative.
I look forward to welcoming the employees of IIR into the newly enlarged T&F
Informa Group.'
This summary should be read in conjunction with the full text of the following
announcement. Appendix I contains the definitions of certain terms used in this
announcement, Appendix II contains summaries of the Acquisition Agreement and
New Facility Agreement. A presentation to analysts will be held at ABN AMRO,
250 Bishopsgate, London EC2M 4AA at 10:00 a.m. (London time) today.
Press Enquiries:
T&F Informa +44 20 7017 5000
Peter Rigby
David Gilbertson
Anthony Foye
Greenhill +44 20 7440 0400
Financial adviser
Simon Borrows
Peter Bell
Gregory Miller
Hoare Govett +44 20 7678 8000
Broker
Sara Coghill
Andrew Chapman
Caroline Griffiths
Financial Dynamics +44 20 7831 3113
Press Relations
Tim Spratt
Charles Palmer
(1) Financial information regarding IIR has been extracted from the audited
consolidated financial statements of IIR Holdings Limited and adjusted to
reflect businesses and assets that will be transferred out of IIR prior to
completion of the Acquisition Agreement. This financial information is subject
to further adjustment to present it on a basis consistent with T&F Informa's
accounting policies and International Financial Reporting Standards (IFRS). It
is not anticipated that other than as disclosed in this announcement these
adjustments will be material. A circular containing a prospectus will be posted
to shareholders in due course which will include adjusted financial information
relating to IIR's three year history.
2 This statement should not be interpreted to mean that the future earnings per
share of T&F Informa will necessarily match or exceed its historical published
earnings per share.
Greenhill & Co. International LLP, which is regulated in the United Kingdom by
the Financial Services Authority, is acting for T&F Informa plc and no one else
in connection with the Acquisition and will not be responsible to anyone other
than T&F Informa plc for providing the protections afforded to clients of
Greenhill & Co. International LLP or for providing advice in relation to the
Acquisition or the Rights Issue.
Hoare Govett Limited, which is regulated in the United Kingdom by the Financial
Services Authority, is acting for T&F Informa plc as sole broker and underwriter
(in connection with the Rights Issue) no one else in connection with the
Acquisition and Rights Issue and will not be responsible to anyone other than T&
F Informa plc for providing the protections afforded to clients of Hoare Govett
Limited or for providing advice in relation to the Acquisition or the Rights
Issue.
The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law and therefore persons in such
jurisdictions into which this announcement is released, published or distributed
should inform themselves about and observe such restrictions.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE, OR FORM PART OF, AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO SUBSCRIBE FOR OR BUY ANY SECURITIES, NOR THE
SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY
SALE, ISSUE OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN
ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW.
NOT FOR DISTRIBUTION OR TRANSMISSION, DIRECTLY OR INDIRECTLY, IN OR INTO THE
UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OR IRELAND OR THE REPUBLIC OF
SOUTH AFRICA.
Proposed £768 million acquisition of IIR extends T&F Informa's multi-format
approach to provision of specialist information
Proposed 2 for 5 Rights Issue at 265p to raise £311 million net
Introduction
The Board of T&F Informa plc ('T&F Informa') announces the proposed acquisition
of IIR Holdings Limited ('IIR') for a cash consideration of US$1.4 billion (£768
million).
IIR's events division organises conferences, seminars and exhibitions and
through its performance improvement business provides performance analysis,
diagnostics and customised training services. In the year to 31 December 2004
IIR increased revenues to $572.6 million (£312.9 million) and improved EBITA to
$87.8 million (£48.0 million)(3)(3).
The Directors believe that the Acquisition represents a unique opportunity for T
&F Informa to advance its strategy of developing its multi-format approach to
the provision of specialist content through publishing, events and through
customised performance improvement services. The Acquisition enables T&F
Informa to enter the growing performance improvement market, giving scale and
excellence in an important information delivery area and providing opportunities
to leverage T&F Informa's industry sector expertise in IIR's performance
improvement markets.
Both IIR's and T&F Informa's events divisions have operated in the events market
for some thirty years. The two organisations' events divisions are operated
with similar business models and management styles through highly incentivised
local management teams across a range of countries, closely supervised by senior
management. T&F Informa is therefore well placed to run a large scale events
business and understands the cultural and operational requirements of developing
and managing such a business effectively.
The Acquisition will continue T&F Informa's strategy of building a well-balanced
and robust portfolio of assets. The Enlarged Group is expected to continue to
demonstrate attractive growth characteristics during periods of economic upturn
through its operationally geared events businesses, while exhibiting profit
resilience through its more defensive publishing and performance improvement
training businesses in times of economic slowdown.
The Acquisition is expected to enhance significantly T&F Informa's earnings per
share (before goodwill amortisation and exceptional items) in the first full
financial year after the Acquisition.(4)(4)
T&F Informa also announces that it is raising £311 million, net of expenses, by
way of a proposed Rights Issue to part finance the Acquisition. The Rights Issue
has been fully underwritten by Hoare Govett. Qualifying Shareholders will be
offered New Ordinary Shares under the Rights Issue at a price of 265 pence per
new Ordinary Share on the basis of 2 new Ordinary Shares for every 5 existing
Ordinary Shares. The balance of the purchase price for the Acquisition will be
funded by the New Facility.
In view of the size of the Acquisition, it is conditional upon, inter alia, T&F
Informa shareholder approval and competition and regulatory clearances in the
United States and Germany. The Acquisition is not conditional upon the Rights
Issue becoming unconditional; in the event that the Rights Issue does not become
unconditional, the amount being borrowed under the New Facility shall be
increased to fund the entire consideration. The Rights Issue is not conditional
upon the Acquisition completing, although it is subject to shareholder approval.
In the event that T&F Informa receives the required approvals to complete the
Acquisition prior to the Rights Issue becoming unconditional and payment for the
shares being received, then the New Facility will be used to fund fully the
Acquisition. Part of this facility will then be repaid when the proceeds of the
Rights Issue have been received.
Development of T&F Informa
The Merger on 10 May 2004 of Informa and Taylor & Francis created a new
international force in the provision of specialist information through T&F
Informa's publishing, events and data businesses employing some 4,000 people.
The integration of the two groups is now complete and the combined Group has
started to benefit from both the revenue and cost synergies which the Merger
created. Following the Merger, the Group's three operating divisions of
Academic, Professional and Commercial have all performed well, combining organic
growth with good contributions from acquisitions made in 2003, including CRC
Press, PJB, MMS and from Marcel Dekker in early 2004. T&F Informa's events
business demonstrated strong growth in 2004 as a result of a recovery in
corporate spending and new event launches and this has continued into 2005.
Since the Merger, T&F Informa has continued its strategy of providing specialist
content and access to academic, professional and business communities worldwide.
The Merger enabled T&F Informa to do this through publications, events and
training and through a wider geographic and sector customer base. T&F Informa
also seeks to develop and acquire strong brands looking to enhance its US
presence and further develop into other high growth economies. In 2004, T&F
Informa specifically identified training as an attractive and complementary
market where it could further exploit its specialist information offering.
Information on IIR
IIR's events division organises conferences, seminars and exhibitions and its
performance improvement business provides performance analysis, diagnostics and
customised training to primarily US based corporations and governments. In the
year to 31 December 2004 it had revenues of $572.6 million (£312.9 million) and
EBITA of $87.8 million (£48.0 million) (this included a 5 month contribution
from Robbins-Gioia (acquired in July 2004) of $42.5 million and $7.0m million
revenue and EBITA, respectively). IIR was founded in 1973 by Irvine Laidlaw
(now Lord Laidlaw of Rothiemay), its current majority shareholder and Chairman.
IIR operates through two business divisions:
• Events ('Events'), representing 49% of 2004 revenues
• Performance Improvement ('PI'), representing 51% of 2004
revenues
IIR has delivered substantial growth over five years through the development and
realignment of its Events business by foc using on larger scale events, by
taking advantage of improving economic conditions to drive organic revenues
through new event launches and through selected acquisitions in PI. IIR
operates across 70 countries and the Group employs approximately 3,000 people.
IIR has also developed its portfolio of companies to have a greater resilience
to economic cycles and enjoys strong client retention rates and repeating
revenue streams with an increasing proportion of government revenues leading to
good revenue predictability across its operations.
In Events, IIR continually tests many new formats. This approach has led to the
development of larger scale, industry leading 'must-attend' events which
generate higher delegate revenues, increased sponsor and exhibitor revenues and
a higher degree of resilience in an economic downturn. These events have been
replicated in several markets. In 2004, approximately 56% of IIR's Events
revenue was derived from these large-scale 'must-attend' industry events.
In PI, the business enjoys long term relationships with its clients which
include approximately half of the Fortune 500 and a broad cross-section of US
Government departments. This results in estimated repeat business levels of
approximately 75%.
Operating leverage in Events has enabled IIR to take advantage of improving
economic conditions and grow through increased demand for new events, increased
delegate numbers and higher sponsorship levels. IIR has also grown through
acquisitions. Since 1997 it has made seven acquisitions in PI including
Robbins-Gioia in July 2004 for $80 million, AchieveGlobal in 2000 for $100
million and ESI International for $50 million in 1997. IIR has developed these
acquired businesses and replicated them outside of their core US markets and
significant opportunities remain to exploit this further. IIR's management has
concentrated on developing the sales capacity of the businesses that it has
acquired in PI utilising its strong sales organisation. T&F Informa expects to
be able to also benefit from these skills.
T&F Informa is not acquiring certain assets (the Excluded Assets) that will be
transferred out of IIR by completion, such as Abbey Business Services.
Financial Performance
The table below presents IIR's revenues and EBITA for the two years ended 31
December 2004.
Financial years ended 31 December
2003 2004 * 2003** 2004**
US$m US$m GBPm GBPm
Revenue 476.3 572.6 293.1 312.9
EBITA 42.8 87.8 26.3 48.0
* Includes a 5 month contribution from Robbins-Gioia of $42.5 million of
revenues and $7.0 million of EBITA
** Financials have been converted at the following average annual exchange
rates: $1.625:£1 in 2003 and $1.83: £1 in 2004
The financial information is extracted from IIR Group's consolidated audited
accounts which were prepared under the transitional arrangements for
International Financial Reporting Standards as published by the International
Accounting Standards Board. This financial information has been adjusted to
reflect the removal of the Excluded Assets that T&F Informa, as part of the
Acquisition, is not buying. The divisional financial information is extracted
from unaudited management accounts. The Circular that T&F Informa will send to
its shareholders to request approval of the Acquisition will include an
accountant's report on the IIR financial information on the basis of T&F
Informa's current accounting policies and IFRS and a reconciliation between the
audited accounts and the Excluded Assets. Following an independent review with
IIR and its auditors, T&F Informa does not expect that there will be material
adjustments to the financial information in this announcement other than in
respect of net assets where there is expected to be a significant restatement by
approximately $15 million and in respect of an estimated $8m deduction from
EBITA in 2004 relating to the application of IFRS 2 (share-based payments) for
stock options of one individual which are being satisfied as part of the
Acquisition.
During the period 1997 to 2000 IIR experienced rapid expansion in all of its
businesses as the global economy grew, leading to higher demand for conferences,
availability of sponsorship and higher demand for customised performance
improvement training. The aftermath of the terrorist attack in New York on
September 11, 2001 combined with both a slowing global economy and the SARS
epidemic in Asia adversely impacted revenues between 2001 and 2003. The more
recent recovery in the global economy which has led to higher corporate spend
and increased demand for corporate events has resulted in 2004 revenue growth of
20.2% and EBITA growth of 105.3%.
In 2004, IIR generated 51% of its revenues from North America, 17% from
Continental Europe, 17% from the UK, 9% from the Middle East and South Africa
and 6% from the rest of the world.
IIR has increased EBITA margins from 9.0% in 2003 to 15.3% in 2004 and is a
highly cash generative business converting approximately 100% of EBITA to cash.
As at 31 December 2004, after adjusting for the Excluded Assets, IIR had net
assets of $112 million (£58.4 million) including goodwill. As noted above, T&F
Informa will restate this for IFRS and under its own accounting policies in its
Circular to shareholders and it is anticipated that net assets including
goodwill will be significantly lower by approximately $15 million (£7.8
million).
Events (2004 revenues $278.0 million (£151.9 million), EBITA $44.3 million
(£24.2 million))
IIR organises the following types of events: niche conferences covering topical
issues; annuals and forums which are medium to large industry conferences; sales
led events with a primary focus on sponsorship and showcase revenue; large scale
events which are positioned as major 'must attend' events serving an industry or
sector and guru events promoting the expertise of thought-leaders. '
The strategy of the events business has been to move away from smaller
conferences and focus on larger events that have higher repeat delegates,
attract greater sponsorship and hence higher revenue predictability and growth.
IIR's objective is for each of these larger events to become an industry
standard in their particular sector and hence that event for practitioners
becomes a 'must attend'.
Large-scale events produced by IIR focus on the following industries; Finance,
Telecoms, Life Sciences, Pharmaceutical and Information Technology utilising
highly respected brands including: Super Return, Clinical Trials Congress, GAIM,
Tetra, 3G Hong Kong and the Leaders conferences. Training seminar products
include: public courses for business executives in technical and professional
development subjects; and on-site courses for individual companies. In 2005,
IIR is expected to produce over 1,400 conferences, 5,200 training events and 23
industry leading exhibitions. Of these approximately 430 will be large scale
industry events. In addition, IIR maintains high quality global marketing
databases containing approximately 12 million names.
The events business consists of 22 individual companies, which serve over 54
industry sectors and operate in 30 countries. Principal business centres are
located in the UK, the US, Germany, and Dubai.
IIR's 23 industry-leading trade and consumer shows focus on the following key
sectors; Electricity & Power, Printing, Luxury Yachts, Commercial Property and
Healthcare. These demonstrate a high degree of visibility of revenues due to
exhibition bookings in advance and strong exhibitor repeat rates.
In 2006, IIR will stage the next IPEX event for the printing industry, which is
held every four years, and is believed to be one of the larger
business-to-business exhibitions in the UK. In addition, the business operates
Middle East Electricity, Arab Health, the China, Audio and Lighting
Manufacturers (CALM) Expo in Beijing and the PALME exhibition in Singapore.
Performance Improvement division (PI) (2004 revenues $294.6 million (£161.0
million), EBITA $43.5 million (£23.8 million) including a 5 month contribution
from Robbins-Gioia)
IIR is a leader in the fragmented performance improvement market. PI provides
performance analysis, diagnostics and customised training to corporates and
governments. PI uses its specialist professionals to work with clients to
identify and resolve business and training issues and produce tailored
operational programs. PI implements these bespoke programs frequently across
entire workforces or departments through a variety of customised off-site,
on-site and electronic products enabling a transformation of the skills of the
employees. Mentoring and monitoring, after the initial program delivery, are
integral parts of the overall contract and ensure key performance improvement
objectives have been met.
The performance improvement market is highly fragmented and IIR has built a
leading position over the last eight years and is one of the largest independent
providers of performance improvement services. Simba(5)(5) estimates that the
US outsourced skills training and e-learning market (excluding information
technology) was $5.1bn in 2004, having increased by 11% compared to 2003. It
estimates this market will grow at a compound average growth rate of 7.4% over
the period 2004 to 2008.
PI operates under the following eight companies:
• Robbins-Gioia: program, project and portfolio management
and consultancy
• ESI: project and contract management and business analysis
• AchieveGlobal: sales performance, customer service,
leadership and teamwork training
• Forum: leadership, customer service and sales performance
training
• Huthwaite: sales performance improvement
• Omega Performance: credit, sales, customer service, contact
centres and wealth management for financial services
• Communispond: business communications and presentation
skills
• PTI: technical and regulatory training for pharmaceutical
related companies.
Revenues are generated through the sale of materials and product, content
licensing, public and on-site training, course and material customisation,
royalties and consulting services.
Clients include approximately 60% of the Fortune 250, approximately half of the
Fortune 500 and a broad cross section of US Government departments. IIR's PI
business has strong brand names with a good market reputation based on its high
quality intellectual property. IIR is positioned to expand its service offering
overseas.
PI has significantly strengthened its defensive qualities with the expansion of
its government client base. For example, ESI has grown its US Government
revenue contribution from 13% of sales in the year to 31 December 2000 to 27% in
the year to 31 December 2004. Robbins-Gioia generated 83% of its revenue from
the government sector in the year to 31 December 2004. These relationships are
generally embedded and long term in nature. There are expansion opportunities
with other US Government departments and internationally.
Background to and reasons for the Acquisition
The Directors believe that the Acquisition represents a unique opportunity for T
&F Informa to advance its strategy of developing its multi-format approach to
the provision of specialist content through publishing, events and now through
performance improvement services. Through the combination of IIR's and T&F
Informa's complementary events operations, the Acquisition will create a major
and highly attractive global events business. It will also provide an entry
into the high growth and resilient performance improvement market, giving scale
and excellence in an important information delivery area.
T&F Informa believes that through IIR's existing PI business it can leverage its
sector expertise, particularly in telecoms and pharmaceuticals, to cross-sell
existing products and drive growth in PI's own product offering. The
performance improvement market is a new one for T&F Informa, but is highly
complementary with T&F Informa's events, training and publishing activities. The
Directors believe that the key characteristics of IIR's PI operations (including
well respected brand names, varied and loyal customer base, strong cash
conversion combined with high levels of repeatable and predictable revenues) are
highly attractive.
IIR and T&F Informa's conference divisions have operated in the conference and
training market for some thirty years. The two organisations' conference
businesses are operated with similar business models and management styles
through highly incentivised local management teams across a range of geographies
closely supervised by senior management. T&F Informa is therefore well placed to
understand the dynamics of running a large scale events business such as IIR and
of managing the cultural and operational requirements of developing such a
business effectively. In addition, IIR has a well-established management
structure and a management team with an average tenure of 12 years that will add
experience and expertise to T&F Informa's existing events division management
base. The Directors of T&F Informa are focussed on retaining IIR's key
employees who they see as important to the continued success of the IIR
business.
There is a compelling strategic and commercial logic for this acquisition:
• Highly complementary events businesses
T&F Informa and IIR have strengths in different sectors and geographies of the
global conference market. The Enlarged Group will have increased scale in key
markets such as the US, the UK, Dubai and Germany. In the UK, IIR is strong in
finance, having events such as SuperReturn whereas T&F Informa is strong in
telecoms and law with its 3GSM event and Legal IT Forum. In the US, IIR has a
successful domestic conference business, an area in which T&F Informa's existing
conference operation is relatively small. In addition, the Acquisition enables
T&F Informa to extend its reach with further growth into regions such as Eastern
Europe and Russia, China, the Middle East and Latin America. IIR has
increasingly focused its business on developing large-scale events, while T&F
Informa continues to focus on smaller conferences notwithstanding its larger
events such as its annual 3GSM event.
• Entry into Performance Improvement market
IIR offers T&F Informa an attractive opportunity to gain a leading performance
improvement business and is a logical extension of T&F Informa's existing
information delivery formats. The key attributes of PI are its long-term
embedded relationships, partnership approach with its clients (generating
resilient, repeating revenue streams) and excellent proprietary and licensed
intellectual property which are complementary with T&F Informa's existing
businesses. In addition, there are likely to be significant opportunities to
use T&F Informa's sector expertise by leveraging IIR's performance improvement
skills into T&F Informa's top industry sectors. T&F Informa's access to experts
in specialist sectors should also provide PI with new client introduction
opportunities.
• Combined marketing strengths and customer files
IIR provides an opportunity for T&F Informa to cross-promote and enhance
existing market sector positions (for example, in financial services,
pharmaceutical, biotech and telecoms). The Enlarged Group will be able to
harness greater marketing strength by broadening its distribution and client
reach by leveraging IIR's customer database of 12 million names with its own
database of 10 million names.
• Increased operational and financial scale and geographic reach
The Enlarged Group will have enhanced financial strength, increased scale and
geographic reach to drive both organic and acquisition-led growth and to invest
and compete more effectively in its core and new markets. In particular, the
Enlarged Group will generate an estimated 40% of its revenue in North America.
A combination of the two groups' events businesses will significantly extend the
Enlarged Group's strength further in other geographical jurisdictions, notably
Russia and Eastern Europe, Asia and the Middle East and Latin America.
• Well balanced and robust portfolio
The Acquisition will continue T&F Informa's strategy of having a well-balanced
and robust portfolio of assets. Key to this is T&F Informa's ability to
demonstrate attractive growth characteristics during periods of economic upturn
through its operationally geared events businesses, while exhibiting profit
resilience through its more defensive publishing and PI businesses in times of
economic slowdown. IIR offers this balance through its robust high repeat
revenues from 'must attend' events and long term relationships that it has
developed in PI, whilst also having a scaleable model in strong economic
markets.
• New publishing opportunities
There will be opportunities to extend T&F Informa's existing publications
expertise into IIR's performance improvement sectors where T&F Informa has
either no or a limited presence (this will include sectors such as sales,
leadership and project and contract management). The merger of Informa and
Taylor & Francis has demonstrated the strong benefits from combining a
publishing driven business with an events business and generating revenues by
cross-selling between these two delivery channels.
T&F Informa has an excellent track record in acquiring and integrating
businesses. T&F Informa intends to maintain IIR's brands, operating structure
and full product range.
The Directors of T&F Informa believe that the Acquisition will generate
annualised efficiency savings of £8 million in 2006 and £11 million in 2007 from
areas including property, IT systems, procurement and central overhead savings
with expected one-off costs of £7.7 million occurring by the end of 2006.
Financial effects of the Acquisition
The Directors of T&F Informa believe the Acquisition will significantly enhance
T&F Informa's earnings per share (before goodwill amortisation and exceptional
items) in the first full financial year after the Acquisition. This statement
should not be interpreted to mean that the future earnings per share of T&F
Informa will necessarily match or exceed its historical published earnings per
share.
The Board believes that the Acquisition will position the Enlarged Group well
for good medium-term organic growth and for continuing high cash generation.
The Board expects that the post-tax return on Acquisition will cover the
Company's estimated cost of capital in the first full year of ownership.
On the basis of IIR and T&F Informa's actual 2004 revenues management estimates
that a combination of the two groups from 1 January 2004 would have produced the
following balanced revenue split: 26% subscriptions, 33% events, 15% copy sales,
22% performance improvement and 4% advertising. Through its organic development
and future acquisitions, T&F Informa intends to continue to focus on building a
portfolio which derives broadly half of its revenues from repeating revenue
streams and half from more operationally geared activities. This will enable it
to capture more growth opportunities in its chosen vertical markets.
The T&F Informa Board expects that, on the basis of the Rights Issue becoming
unconditional, the ratio of net debt to earnings before interest, tax,
depreciation, amortisation and exceptional items will be approximately 4.4 times
at completion of the Acquisition and expect that it will fall to around 4 times
by the year end.
Details of the Acquisition
The terms of the Acquisition Agreement are summarised in Appendix II of this
announcement.
Financing the Acquisition
T&F Informa will use the net funds raised by the Rights Issue, expected to be
approximately £311 million, after expenses, to part finance the Acquisition. The
balance will be provided from a New Facility of £1,250 million (existing
facilities will also be refinanced from this facility). In the unlikely event
that the Rights Issue does not become unconditional, T&F Informa will finance
the entire consideration for the Acquisition from the New Facility.
The terms of the New Facility Agreement are summarised in Appendix II of this
announcement.
The Rights Issue is not conditional on completion of the Acquisition and the
Acquisition is not conditional on the Rights Issue becoming unconditional. In
the unlikely event that the Acquisition does not complete, the Board's current
intention is to use the proceeds to pay down the Company's existing debt where
appropriate and to continue to consider actively other acquisition
opportunities. If neither of these is appropriate it may also then consider a
potential return of surplus capital to shareholders.
Current trading
The current year has started well and the Group is performing in line with its
expectations. With the integration of Informa and Taylor & Francis now complete,
the merger benefits are coming through as planned and T&F Informa is benefiting
from the growth in a number of its key markets.
T&F Informa has a well balanced portfolio combining complementary skill sets in
publishing and events that will allow it to continue to develop new products
around its sector leading international brands. One year on from the Merger, T&F
Informa is well placed to grow both organically and through selective
acquisitions.
IIR's first quarter trading has been strong.
The directors believe that, taking account of the expected benefits of the
Acquisition the Enlarged Group is well positioned for continuing growth and
success in the next current financial year and beyond.
Principal Terms of the Rights Issue
The Company proposes to raise approximately £311 million, net of expenses, by
way of the Rights Issue. The Issue Price of 265 pence per New Ordinary Share
represents a discount of approximately 35% to the closing middle market price of
407 pence per Ordinary Share on 31 May 2005 (being the last business day prior
to the announcement of the Rights Issue).
The Company proposes to offer up to 120,144,109 New Ordinary Shares, in
aggregate, by way of rights, to Qualifying Shareholders at 265 pence per share,
payable in full on acceptance on the basis of:
2 New Ordinary Shares for every 5 Ordinary Shares
held by Qualifying Shareholders on the record date for the Rights Issue and so
in proportion for any other Ordinary Shares then held, and otherwise on the
terms and conditions to be set out in the Prospectus and, in the case of
Qualifying non-CREST Shareholders only, the Provisional Allotment Letter.
The New Ordinary Shares will, when issued and fully paid, rank equally in all
respects with the existing Ordinary Shares. Fractional entitlements to New
Ordinary Shares will be disregarded. Holdings of Ordinary Shares in
certificated and uncertificated form will be treated as separate holdings for
the purpose of calculating entitlements under the Rights Issue.
The Rights Issue is conditional, inter alia, upon the following:
a) the passing of the Resolution to be proposed at the EGM;
b) the Underwriting Agreement not having been terminated by Hoare Govett
(pursuant to its rights to do so in certain circumstances) prior to satisfaction
of the condition in sub-paragraph (c) below and otherwise becoming unconditional
in all respects;
c) relevant approval and publication of the Prospectus and Admission having
become effective by not later than 8.00 am on 15 July 2005.
The Rights Issue is not conditional on the Acquisition being completed. The
Rights Issue has been fully underwritten by Hoare Govett save in respect of any
new ordinary shares which may be issued between today's date and the record date
for the Rights Issue.
The full terms and conditions of the Rights Issue will be detailed in a
Prospectus, which is expected to be posted to Qualifying Shareholders (other
than certain non-UK shareholders) in around two weeks time.
Dividends
T&F Informa intends to maintain its current dividend policy and adjust future
ordinary dividend payments per share to take account of the bonus element of the
Rights Issue.
Extraordinary General Meeting and Circular to Shareholders
In view of its size, the Acquisition is conditional upon, inter alia, the
approval of the Acquisition by the Company's shareholders, obtaining competition
approvals in Germany and the US and regulatory approvals in the United States.
A Circular containing a notice convening the Extraordinary General Meeting will
be posted to shareholders in around two weeks time. The purpose of this
Extraordinary General Meeting is to seek approval of the ordinary resolution to
facilitate the Rights Issue and approve the Acquisition and other related
matters.
The Circular to shareholders shall include, as required by the Prospectus
Directive, a list of risk factors. This shall include general business risks,
risks relating to the Enlarged Group and risks relating to the Acquisition.
Other
A presentation to analysts will be held at ABN AMRO, 250 Bishopsgate, London
EC2M 4AA at 10:00 a.m. (London time) today.
$ amounts have been translated at the appropriate average exchange rate or spot
exchange rate for the relevant time period or date. All other $ amounts have
been translated at a ratio of £1 : $ 1.823
Press Enquiries:
T&F Informa +44 20 7017 5000 Hoare Govett +44 20 7678 8000
Peter Rigby Broker
David Gilbertson Sara Coghill
Anthony Foye Andrew Chapman
Caroline Griffiths
Greenhill +44 20 7440 0400 Financial Dynamics +44 20 7831 3113
Financial adviser Press Relations
Simon Borrows Tim Spratt
Peter Bell Charles Palmer
Gregory Miller
Greenhill & Co. International LLP, which is regulated in the United Kingdom by
the Financial Services Authority, is acting for T&F Informa plc and no one else
in connection with the Acquisition and will not be responsible to anyone other
than T&F Informa plc for providing the protections afforded to clients of
Greenhill & Co. International LLP or for providing advice in relation to the
Acquisition or the Rights Issue.
Hoare Govett Limited, which is regulated in the United Kingdom by the Financial
Services Authority, is acting for T&F Informa plc as sole broker and underwriter
(in connection with the Rights Issue) no one else in connection with the
Acquisition and Rights Issue and will not be responsible to anyone other than T&
F Informa plc for providing the protections afforded to clients of Hoare Govett
Limited or for providing advice in relation to the Acquisition or the Rights
Issue.
The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law and therefore persons in such
jurisdictions into which this announcement is released, published or distributed
should inform themselves about and observe such restrictions.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE, OR FORM PART OF, AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO SUBSCRIBE FOR OR BUY ANY SECURITIES, NOR THE
SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY
SALE, ISSUE OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN
ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW.
NOT FOR DISTRIBUTION OR TRANSMISSION, DIRECTLY OR INDIRECTLY, IN OR INTO THE
UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OR IRELAND OR THE REPUBLIC OF
SOUTH AFRICA.
Appendix I
Definitions
'ABN AMRO Bank' ABN AMRO Bank N.V.
'Acquisition' the proposed acquisition by the Company of the entire issued share
capital of IIR
'Acquisition Agreement' the agreement dated 31 May 2005 entered into by the Company and the
current shareholders of IIR in relation to the Acquisition, details
of which are contained in Appendix II of this announcement
'Admission' admission of the New Shares, nil paid, to (i) the Official List of
the UK Listing Authority and (ii) trading on the London Stock
Exchange's market for listed securities becoming effective in
accordance with, respectively, the Listing Rules and the Admission
and Disclosure Standards
'Admission and Disclosure Standards' the requirements contained in the publication 'Admission and
Disclosure Standards' dated April 2004 containing, amongst other
things, the admission requirements to be observed by companies
seeking admission to trading on the London Stock Exchange's market
for listed securities
'Circular' the circular to be issued to Shareholders in connection with the
Acquisition and Rights Issue comprising a Prospectus and a Class One
Circular
'CRC Press' the publishing business of CRC Press
'Directors' or 'Board' the directors of the Company
'EBITA' earnings before interest, tax and amortisation of goodwill
'Enlarged Group' the Group as enlarged by the Acquisition
'Events' the events business division of IIR
'Excluded Assets' those assets and businesses of IIR which are excluded from the terms
of the Acquisition
'Extraordinary General Meeting' or ' the extraordinary general meeting of the Company that will be held
EGM' to approve, inter alia, the Acquisition
'Greenhill' Greenhill & Co. International, LLP
'Group' or the 'T&F Informa Group' the Company and its subsidiary undertakings or, where the context
requires, some of them
'Hoare Govett' Hoare Govett Limited
'IFRS' International Financial Reporting Standards
'IIR' or the 'IIR Group' IIR Holdings Limited, a Bermuda exempted company including, where
the context requires, some or all of its subsidiary undertakings
'Informa ' Informa Group plc, being the entity that was renamed T&F Informa plc
upon completion of the Merger
'Issue Price' 265 pence per New Share
'Listing Rules' the listing rules made by the UK Listing Authority in accordance
with section 74 of the Financial Services and Markets Act 2000
'London Stock Exchange' London Stock Exchange PLC
'Marcel Dekker' the publishing business of Marcel Dekker and its subsidiaries
'Merger' the merger of Informa and Taylor & Francis effected by way of a
scheme of arrangement pursuant to section 425 of the Companies Act
1985 and completed on 10 May 2004
'MMS' MMS Group Holdings Limited
'New Facility' the facility being made available to the Company, partly in
connection with the Acquisition, details of which are contained in
Appendix II of this announcement
'New Facility Agreement' the agreement dated 31 May 2005 entered into by the Company and ABN
AMRO Bank in relation to the New Facility
'New Shares' or 'New Ordinary Shares' the new ordinary shares of 10 pence each in the capital of the
Company to be issued pursuant to the Rights Issue
'Ordinary Shares' or 'Shares' ordinary shares of 10 pence in the capital of the Company
'PJB' PJB Publications Limited
'PI' performance improvement and consulting
'Prospectus' the Prospectus to be issued by the Company in connection with the
Rights Issue
'Prospectus Directive' Directive 2003/71/EC on the prospectus to be published when
securities are offered to the public or admitted to trading and
amending Directive 2001/34/EC, of 4 November 2003
'Provisional Allotment Letter' or 'PAL the renounceable provisional allotment letter to be issued to
' Qualifying non-CREST Shareholders (other than certain Overseas
Shareholders)
'Qualifying non-CREST Shareholders' Qualifying Shareholders holding Shares in certificated form
'Qualifying Shareholders' Shareholders on the register of members of the Company at the Record
Date
'Rights Issue' means the offer by way of rights to Qualifying Shareholders to
subscribe for New Shares, on the terms and conditions set out in the
Circular and, in the case of Qualifying non-CREST Shareholders only,
the Provisional Allotment Letter
'Shareholders' the holders of Ordinary Shares
'Taylor & Francis' Taylor & Francis Group plc, being the entity that merged with
Informa, pursuant to the terms of the Merger
'T&F Informa' or the 'Company' T&F Informa plc and, where the context requires, all of its
subsidiary undertakings
'Underwriting Agreement' the conditional underwriting agreement dated 1 June 2005 entered
into by the Company and Hoare Govett in connection with the Rights
Issue
'United Kingdom' or 'UK' the United Kingdom of Great Britain and Northern Ireland
'United States' or 'US' the United States, its territories and possessions, any State of the
United States and the District of Columbia, and all other areas
subject to its jurisdiction
Appendix II
Summary of the Terms of the Acquisition Agreement and New Facility Agreement
Acquisition Agreement
The Acquisition Agreement is governed by the laws of the State of New York, USA
and is conditional upon:
(a) the applicable waiting period in respect of any notification under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (as amended) in the USA
having expired or been terminated;
(b) competition clearance in respect of the Transaction from the German
Federal Cartel Office;
(c) approval of the Acquisition by the Bermuda Monetary Authority;
(d) approval from the US government to the acquisition of
Robbins-Gioia, Inc by T&F Informa (as part of the Acquisition); and
(e) the passing of the Resolution to be proposed at the EGM.
The purchase price payable by T&F Informa to the Sellers shall be US$1.4 billion
in respect of:
(a) the Acquisition;
(b) repayment of certain indebtedness of IIR
(together the 'Preliminary Purchase Price').
The Preliminary Purchase Price is subject to an upward or downward adjustment
prior to Completion on a dollar for dollar basis in respect of working capital
(the 'Estimated Purchase Price') determined on the basis of a projected balance
sheet and an assumed working capital requirement of US$5 million. The Estimated
Purchase Price is subject to a further adjustment (on a dollar for dollar basis)
in respect of working capital, to be based on a final balance sheet to be
prepared by the Buyer with 60 days following Completion (the 'Purchase Price').
Completion of the Acquisition Agreement will take place on the first business
day following the satisfaction or waiver of all the conditions precedent.
Lord Laidlaw has given T&F Informa certain warranties and indemnifications. On
Completion, a retention of US$35 million from the Estimated Purchase Price (the
'Retention Amount') shall be paid into a retention account to satisfy potential
claims under such warranties and indemnifications. The aggregate liability of
Lord Laidlaw for warranty claims has been limited to US$35 million (other than
in respect of tax claims, for which an uncapped tax indemnity has been given by
him). The balance (if any) of the Retention Amount shall be released on 30 June
2006, after which non-tax claims may no longer be made.
T&F Informa has given certain warranties and indemnifications to Lord Laidlaw,
including in relation to its financing arrangements in respect of the
Acquisition. T&F Informa has also agreed to indemnify the selling shareholders
against any personal liability to them arising from the operation of the
business following Completion. These obligations have been provided without
limitation in time or amount.
Lord Laidlaw and Chris Maybury (the chief executive of IIR) will enter into
non-competition and non-solicitation covenants for a period of three and two
years from the date of Completion respectively.
New Facility Agreement
New Facility Agreement
New Facility Agreement
Pursuant to the terms of the New Facility Agreement, ABN AMRO Bank (the 'Bank')
has agreed to make available to the Company (and its nominated subsidiaries,
subject to the terms and conditions contained therein), multi-currency credit
facilities (the 'Facilities') of up to £1,250 million for the purposes of (i)
financing the Acquisition, (ii) the repayment of existing debt within the Group
or the IIR Group (if any) and (iii) general corporate purposes. The Facilities
are split into three: 'Facility A', 'Facility B' and 'Facility C'.
Facility A is a £550 million multi-currency term loan facility, which is
available from the date of signing of the Acquisition Agreement (the 'Execution
Date') until 31 October 2004 and repayable in instalments until five years after
the Execution Date. Facility B is a £400 million multi-currency revolving
credit facility which is available for five years from the Execution Date. All
loans comprising Facility B must be repaid in full five years after the
Execution Date. Facility C is a £300 million multi-currency bridge facility,
which is available from the Execution Date to 31 October 2005 and is repayable
in full 18 months from the Execution Date.
Pursuant to the New Facility Agreement, the availability of each Facility is
subject to the satisfaction of all conditions to funding (including conditions
precedent, representations and warranties, covenants and events of default)
usual for facilities of this nature but is subject to certain funds provisions
consistent with terms applicable in connection with a UK public company
takeover. The Facilities will be secured by guarantees by certain subsidiaries
of both the Company and IIR. The Bank is entitled to call for pledges over
shares of material subsidiaries if Facility C remains outstanding 90 days after
Completion and the Rights Issue has not been fully underwritten by Hoare Govett
for a certain amount.
--------------------------
(3) Financial information regarding IIR has been extracted from the audited
consolidated financial statements of IIR Holdings Limited and adjusted to
reflect businesses and assets that will be transferred out of IIR prior to
completion of the Acquisition Agreement. This financial information is subject
to further adjustment to present it on a basis consistent with T&F Informa's
accounting policies and International Financial Reporting Standards (IFRS). It
is not anticipated that other than as disclosed in this announcement these
adjustments will be material. A circular containing a prospectus will be posted
to shareholders in due course which will include adjusted financial information
relating to IIR.
(4) This statement should not be interpreted to mean that the future earnings
per share of T&F Informa will necessarily match or exceed its historical
published earnings per share.
(5) Corporate Training Market 2005: Forecast & Analysis published by Simba
Information, a Bowker Company
This information is provided by RNS
The company news service from the London Stock Exchange