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2004 Ite Group ITE_COVER 12/1/05 2:01 pm Page 1 ITE GROUP PLC 2004 Annual Report and Accounts 2004 ITE_COVER 12/1/05 2:01 pm Page 2 Overview ITE is recognised as the leading international organiser of exhibitions and conferences in emerging and developing markets. “The regions in which the Group operates are experiencing strong growth… We believe that ITE is well positioned to take advantage of the anticipated expansion in the exhibition business in developing and emerging markets. With our strong and established positions we remain confident that we can build on the good financial performance of this year.” ITE organises more than 140 events in15 countries and launched 30 new events over the last year. 01 ITE at a glance 02 Highlights 03 Chairman’s statement 04 Operating and financial review 20 Directors, advisers and other information 21 Directors’ report 23 Report on corporate governance 25 Report on remuneration 31 Directors’ biographies 32 Directors’ responsibilities 33 Independent auditors’ report 34 Consolidated profit and loss account 35 Consolidated statement of total recognised gains and losses 36 Consolidated balance sheet 37 Company balance sheet 38 Consolidated cash flow statement 39 Accounting policies 41 Notes to the accounts 55 Notice of Annual General Meeting 18166_ITE_FRONT 7/1/05 7:05 am Page 1 ITE at a glance Areas of operation UK Libya Africa Russia Turkey France Angola Ukraine Georgia Germany Azerbaijan Uzbekistan Kyrgyzstan Kazakhstan South ITE Group plc Annual Report and Accounts 2004 01 18166_ITE_FRONT 23/12/04 7:04 pm Page 2 Highlights Year ended Year ended 30 September 30 September 2004 2003 Turnover £60.8m £58.9m Profit before tax £15.7m £12.3m Headline pre-tax profit* £18.1m £15.5m Basic earnings per share 3.9p 3.1p Diluted earnings per share 3.8p 3.0p Headline diluted earnings per share** 4.7p 4.2p Dividend per share 2.2p 1.6p Net cash £33.5m £22.1m Net assets £44.4m £38.6m Turnover Headline pre-tax profit Net assets Net cash £60.8m £18.1m £44.4m £33.5m £58.9m £38.6m £15.5m £38.4m £22.1m £52.4m £50.4m £34.1m £32.6m £12.6m £12.4m £2.7m £16.3m £38.8m £8.4m £17.7m 2000 2001 2002 2003 2004 2000 2001 2002 2003 2004 2000 2001 2002 2003 2004 2000 2001 2002 2003 2004 * Headline pre-tax profit is defined as profit before tax, amortisation and impairment of goodwill (including associates) and profits or losses arising on disposal of group undertakings – see the Profit and Loss Account for details ** Headline diluted earnings per share is calculated using profit for the financial year before amortisation and impairment of goodwill and profits or losses arising on disposal of group undertakings. 02 18166_ITE_FRONT 7/1/05 4:10 pm Page 3 Chairman’s statement ‘I am pleased to be Group performance Board and management I am pleased to be announcing record There have been no changes to the main announcing record results results for ITE Group plc. These results Board since we last reported to you. for ITE Group plc. These reflect the underlying strength of the Michael Hartley, who joined the Board in results reflect the underlying business and an excellent performance in October 2003, was appointed Chairman all of our key markets. This was achieved of the Remuneration Committee in February strength of the business and despite the impact on the results of ITE’s of this year. The Board has made some an excellent performance biennial cycle. Turnover and Headline profit changes to bring its structure and practices in all of our key markets.’ before tax for 2004 were £60.8 million more closely into line with the requirements (2003: £58.9 million) and £18.1 million (2003: of the new Combined Code. In particular £15.5 million) respectively. Headline diluted Marco Sodi and Christopher Russell, the earnings per share grew by 12% to 4.7p two appointees of Veronis Suhler Stevenson, per share and diluted earnings per share have now agreed to stand for re-election improved to 3.8p per share (2003: 3.0p per in accordance with normal practice. share). Profit before tax of £15.7 million is a 28% improvement on last year’s Profit before The stability of the Board has assisted the tax of £12.3 million. The Group has a strong Group in developing its management team balance sheet and finished the year with net and I am encouraged at the level of talent assets of £44.4 million (2003: £38.6 million) that is apparent throughout our local offices. and a net cash balance of £33.5 million I should like, on behalf of the Board, to reflect (2003: £22.1 million). our appreciation for all the efforts of our staff that have helped to make 2004 such a Strategic progress rewarding year. In addition to our strong core business performance we have made a number of Dividend strategic and complementary acquisitions. Over the last 2 years the organisation Most recently in October 2004 we acquired and cost base of the Group has been Caspian Events Limited which owns the restructured. As the benefits of this are now Caspian Oil and Gas exhibition taking place reflected in this year’s financial performance, every year in Azerbaijan. In May we acquired the Board has re-evaluated the Company’s two exhibitions in the Ukraine which have dividend policy and has decided to re-base helped to build our presence in this growing the dividend by recommending a final market. In June we completed the dividend of 1.65p per share. The total acquisition of RAS Publishing Group which dividend for the year of 2.2p per share owns the publishing titles complementary to represents a 38% increase over last year’s MODA, our UK Fashion brand. These dividend of 1.6p per share. The Group acquisitions all reflect our strategy of building intends to increase future dividends to the business through acquisitions in regions reflect underlying financial performance. or sectors where we already have relevant knowledge and experience. Outlook The regions in which the Group operates We have made more progress in disposing are experiencing strong growth and the of businesses where there is little scope venue space which facilitates expansion for management to achieve reasonable of our business is increasing in our returns or improve performance. Further significant markets. We believe that ITE is to the disposal of our Czech associate well positioned to take advantage of the interest in November 2003, we sold our 50% anticipated expansion in the exhibition shareholding in ACG our Egyptian associate business in developing and emerging company in May this year. In October 2004 markets. With our strong and established we disposed of X-RM Limited, a small UK- positions we remain confident that we can based software company. build on the good financial performance of this year. We have made further progress in extending and strengthening our key relationships with the venues that host our exhibitions business. ITE has been instrumental in supporting the construction projects for new facilities in Almaty (Kazakhstan), Kyiv (Ukraine) and St Petersburg (Russia). The expansion in international quality exhibition facilities will Iain Paterson provide more space for our exhibition Chairman organising business to continue its growth. 7 December 2004 ITE Group plc Annual Report and Accounts 2004 03 18166_ITE_FRONT 23/12/04 7:04 pm Page 4 Russia St Petersburg 04 18166_ITE_FRONT 7/1/05 4:12 pm Page 5 Operating and financial review Financial performance Turnover for the year was £60.8 million (2003: £58.9 million) and Operating profits were £13.8 million (2003: £11.7 million). The increase in Turnover and Operating profits of 3% and 17% respectively has been earned in the weaker year of our biennial cycle. On a like for like basis (i.e. after adjustment for the effect of our biennial cycle) revenues for 2004 increased by 11% and Operating profit by 49% relative to the 2003 performance. Sales of exhibition metres for the year were 276,000 (2003: 292,000) at an average Sterling yield of £220 per m2 (2003: £202 per m2). Overall our Sterling yields have increased in Moscow where contracts are priced in Euros although there has been some deterioration in other regions where contracts have been priced in US Dollars. Yields have also improved as a result of better pricing and discount controls throughout the Group. Operating profit of £13.8 million for 2004 is an improvement of £2.1 million over last year’s comparable figure of £11.7 million. The change consists of a £0.5 million improvement in Gross profit and a £1.6 million reduction in Operating expenses. The improved Gross profit figure has been derived from higher sales made at a consistent 45% gross margin. Operating expenses of £13.4 million (2003: £15.1 million) reflect the benefits of a lower cost base following last year’s restructuring exercise and a net reduction in non recurring items of £0.8 million. Net operating expenses before amortisation of goodwill were £10.9 million (2003: £12.7 million) and now reflect a revised ongoing cost base for the Group at its current level of operation. Foreign exchange losses of £0.4 million (2003 losses of £0.4 million) are included in Net operating expenses. Our associated company contribution relates solely to our 50% owned business, ITF in Istanbul, Turkey. Revenues and volume sales were both 15% lower than in 2003 on account of calendar changes for two significant events – which were re-scheduled into 2005.
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