Annual Report and Notice of AGM

RNS Number : 5663U

Centaur Media PLC

07 April 2016

 

7 April 2016

Centaur Media Plc

(the "Company")

ANNUAL REPORT 2015 AND ASSOCIATED DOCUMENTS

London, UK - 7 APRIL 2016 - Centaur Media plc (the "Company") (LSE: CAU), the multi-platform content group, announces that its Annual General Meeting will be held on Wednesday 11 May 2016 at 12.30pm at Wells Point, 79 Wells Street, London, W1T 3QN.

In compliance with Listing Rule 9.6.1R, the following documents have today been submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM 

·      Annual Report 2015

·      Notice of 2016 Annual General Meeting

·      Form of Proxy for 2016 Annual General Meeting

The Annual Report 2015 and Notice of 2016 Annual General Meeting are also available in the Investors section of the Centaur Media plc website at http://www.centaurmedia.com

The information set out in the appendices to this announcement, which is extracted from the Annual Report 2015, constitutes the material required by Disclosure & Transparency Rule 6.3.5 which is required to be communicated to the media in full unedited text through a Regulatory Information Service.  This announcement is not a substitute for reading the Annual Report and Accounts for the period ended 31 December 2015.

Enquiries:

Grainne Brankin

Company Secretary

020 7971 4506

Note to editors

Centaur Media is an award winning UK-based multi-platform content group that inspires and enables people to excel at what they do, setting the standard for market insight, interaction and impact.

Leading brands include: Econsultancy, Marketing Week, Festival of Marketing, Creative Review, Celebrity Intelligence, Fashion Monitor, Money Marketing, Platforum, The Lawyer, Employee Benefits, The Engineer, Subcon, Homebuilding & Renovating, Business Travel Show and The Meetings Show.

Appendices

Appendix A: Directors Responsibility Statement

The Directors are responsible for preparing the Annual Report, the Remuneration Report and the Financial Statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have prepared the Group and parent company financial statements in accordance with International Financial Reporting Standards ('IFRSs') as adopted by the European Union. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and the Company and of the profit or loss of the Group for that period. In preparing these financial statements, the Directors are required to:

·      Select suitable accounting policies and then apply them consistently;

·      Make judgements and accounting estimates that are reasonable and prudent;

·      State whether applicable IFRSs as adopted by the European Union have been followed, subject to any material departures disclosed and explained in the financial statements;

·      Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and enable them to ensure that the financial statements and the Remuneration Committee Report comply with the Companies Act 2006 and, as regards the Group financial statements, Article 4 of the IAS Regulation. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

The Directors consider that the Annual Report and Financial Statements, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess a company's performance, business model and strategy.

Each of the Directors, whose names and functions are listed in the Board of Directors summary on page 36, confirms that, to the best of their knowledge:

·      The Group financial statements, which have been prepared in accordance with IFRSs as adopted by the EU, give a true and fair view of the assets, liabilities, financial position and profit of the Group; and

·      The Operational Review and Financial Review, contained in the Strategic Report and the Directors' Report contained in the Governance Report, include a fair review of the development and performance of the business and the position of the Group, together with a description of the principal risks and uncertainties that it faces.

By order of the Board

Grainne Brankin

Company Secretary

16 March 2016

Appendix B: Related party transactions

Group

Key management compensation is disclosed in note 6. There were no other material related party transactions.

Company

During the year, interest was recharged from subsidiary companies as follows:

	Year ended 31 December 2015 £m	18 months ended 31 December 2014 £m
Interest payable	0.2	0.1
	0.2	0.1

Borrowings of £2.9m were received (2014: £4.7m) by subsidiaries on behalf the Company.

The balances outstanding with subsidiary companies are disclosed in notes 14 and 18.

Audit Exemption

For the year ended 31 December 2015 the Company has provided a guarantee pursuant to sections 479A-C of the Companies Act 2006 over the liabilities of the following subsidiaries and as such they are exempt from the requirements of the Act relating to the audit of individual financial statements, or preparation of individual financial statements, as appropriate, for this financial year.

Name	Company Number	Outstanding Liabilities
		£m
Centaur Communications Limited	01595235	12.8
Centaur Consumer Exhibitions Limited	07276298	3.9
Chiron Communications Limited	01081808	9.3
Ascent Publishing Limited	02561341	1.7
The Forum for Expatriate Management Limited	06776955	0.5
Pro-Talk Ltd	03939119	-
Taxbriefs Holdings Limited	03572069	-
Taxbriefs Limited	01247331	0.5
Investment Platforms Limited	06439194	0.9
Venture Business Research Limited	05663936	0.3
The Profile Group (UK) Limited	05243851	5.8
Econsultancy.com Limited	04047149	4.9
Mayfield Publishing Ltd	02034820	0.4
Your Business Magazine Limited	01707331	2.4

Appendix C: Our principal risks and uncertainties

·      Trends in print advertising and direct sales of print products mean that revenues from these sources continue to shrink and are not replaced like-for-like with online or digital products. The non-print media sector has high levels of competition from a wider group and low barriers to entry. This leads to different pressures on audience and customer retention as well as pricing.

·      High levels of attrition amongst staff in some parts of the business and loss of key senior staff lead to recruitment and training costs, loss of productivity, potential loss of clients and potential inability to maintain content quality and deliver our specific plans.

·      Serious systems failure or breach of network security controls (as a result of a deliberate cyber-attack or unintentional event) results in misappropriation of financial assets, proprietary or sensitive information or operational disruption, such as unavailability of our websites and of our digital products to users or unavailability of support platforms, thereby directly affecting our revenues or collection activities and damaging our reputation with customers and audiences.

·      Fraudulent or accidental breach of our security, or ineffective operation of IT and data management systems leads to loss, theft or misuse of confidential information or personal data or breach of data protection requirements resulting in increased regulatory supervision, damage to our reputation and / or direct financial impact.

·      The Group runs events that gather large numbers of people in single venues and locations, often in large cities in the UK and elsewhere. This results in operational health and safety risks including fire safety, food hygiene, crowd control, security and failure of equipment. As the Group operates events in locations hired from third parties including hotels as well as venue operators it is generally not in control of safety policies for the locations and depends upon the third party venue operator to have adequate safety policies, processes and equipment in place and to comply with health and safety regulations. If a serious physical incident occurred at an event, physical injury, death and other significant damage could occur.

·      For the Group's larger events and exhibitions, there are only a small number of venues available for hire in the market from third parties such as hotels. If a venue or part of a venue becomes unavailable for reasons which could include a force majeure event (such as a flood or security lock-down due to a terrorist attack), it is unlikely that the Group would be able to transfer an event to a different venue at short notice, resulting in damage to our reputation and direct financial impact from revenues we would be unable to collect, costs already incurred, refunds due to customers or legal claims from customers and suppliers.

·      The Group's products could be vulnerable to replication by competitors in the UK or other markets including, potentially, those offering content under a different revenue model that reduces or eliminates costs for users.

·      Changes to regulations and legal requirements, including in relation to areas such as data protection and direct marketing, restrict or burden the Group's activities.

 

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