Informa Group plc Annual report & accounts 2000 Informa Group plc Annual report and accounts 2000

Information and communication

Informa Group plc 19 Portland Place London W1B 1PX Tel +44 (0)20 7453 2222 Fax +44 (0)20 7436 2450 www.informa.com

Company number 3099067 Informa Review AW 03 qk4 12/3/01 4:00 pm Page 2

Report Accounts 1 Highlights 16 Financial review 2 Financial analysis 18 Consolidated profit and loss account 3Chairman’s letter 18 Consolidated statement of total 4 Chief Executive’s review recognised gains and losses 5 – Telecoms and Media 19 Consolidated cash flow statement 6 – Maritime, Trade and Transport 20 Consolidated balance sheet 7 – Finance and Insurance 21 Company balance sheet 8 – Commodities and Energy 22 Notes to the accounts 9 – Law and Tax 39 Statement of Directors’ responsibilities 10 – Biomedical and Pharmaceutical 39 Auditors’ report 11 Global Operations 40 Board of Directors 12 – Americas 42 Directors’ report 13– Europe 48 Notice of Annual General Meeting 14 – Asia 15 – Australia

Our regional ARC Group Cranleigh UK Agra Europe Tunbridge Wells UK, businesses Brussels Belgium Banking Technology London UK Broadcast Press Hilversum The Netherlands Chorleywood Consulting London UK Effron Enterprises Inc White Plains NY USA EMC Walton on Thames UK Euroforum Vienna Austria, Copenhagen Denmark, Helsinki Finland, Paris France, Düsseldorf Germany, Eindhoven The Netherlands, Stockholm Sweden, Zurich Switzerland Euromanagement Eindhoven The Netherlands F.O.Licht Ratzeburg Germany Fiscaal Up To Date The Hague The Netherlands The Foodnews Company Tunbridge Wells UK Freiberg Publishing Company Cedar Falls IA USA Heighway London UK IBC Asia Singapore IBC Conferences Australia Sydney Australia IBC do Brasil Sao Paulo Brazil iMoneyNet Inc Boston MA USA IBC Gulf Conferences Dubai United Arab Emirates IBC UK Conferences London UK IBC USA Conferences Boston MA USA International Insider Publishing London UK, New York USA, Hong Kong China Linkraven London UK Informa Asia Publishing Hong Kong China Informa Publishing Group Limited London UK Informa Research Services Calabasas CA USA Lloyd’s List Australian Weekly Sydney Australia Lloyd’s Maritime Information Services London UK, Stanford CT USA MCM New York USA, London UK, Tokyo Japan, Paris France, Hong Kong China, Singapore Mediafine London UK Mobile Communications International London UK MRC Business Information Group Oxford UK, Stanford CT USA Opleiding en Ontwikkeling Breda The Netherlands Townsend & Schupp Hartford CT USA UNIX & NT News/IBM London UK Washington Policy & Analysis Washington DC USA Informa Review AW 03 qk4 12/3/01 4:00 pm Page 3

Operating highlights Record growth in turnover (up 30%) and Ebitda (up 31%). Informa’s largest division, Telecoms and Media, increases profits by 89%. Record results in most regional businesses, including Australia, Brazil, France, Germany, Holland and Singapore.

Financial highlights 2000 1999 Increase

Turnover (£m) 297.0 227.8 30%

Earnings before interest, tax, depreciation and amortisation of goodwill (and exceptional 51.1 38.9 31% items in 1999) (£m)

Profit on ordinary activities before tax (£m) 33.8 20.6 64%

Earnings per share (adjusted) (pence) 23.17 18.79 23%

Earnings per share (basic) (pence) 18.13 9.78 85%

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Turnover by market Underlying operating profit/(loss) Turnover by location sector (£000) by market sector (£000) of customer (£000)

Telecoms and Media 74,693 Telecoms and Media 18,195 United Kingdom 107,706 Maritime, Trade and Transport 55,278 Maritime, Trade and Transport 7,282 Europe 122,620 Finance and Insurance 53,235 Finance and Insurance 8,047 United States 40,001 Commodities and Energy 32,064 Commodities and Energy 4,190 Asia Pacific 18,961 Law and Tax 56,526 Law and Tax 6,905 Other 7,704 Biomedical and Pharmaceutical 19,724 Biomedical and Pharmaceutical 2,574 Other 5,472 Other (382)

Financial analysis

Five year summary of turnover and underlying operating profit (£m)

Underlying net profit margin (%) Underlying operating profit (£m) Turnover 2000 15.8 2000 46.8 Underlying operating profit is 1999 15.7 1999 35.7 stated before amortisation of 1998 14.3 1998 29.0 goodwill and exceptional items 1997 13.9 1997 26.0 1996 12.9 1996 20.6

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Chairman’s letter

Dear fellow shareholders, it is my (special reports), Chorleywood (billing strength. China is becoming an pleasure to announce a very successful and CRM consultancy) and our range increasingly profitable market. year 2000 for Informa. of newsletters and magazines. Informa’s resilience is the strength of its Turnover increased by 30% to £297million The Biomedical and Pharmaceutical content and its leading brands and we (1999: £228million). Earnings before market sector also more than doubled expect these to hold us in good stead interest, tax, depreciation, amortisation its profits albeit from a smaller base. in the future. of goodwill and exceptional items rose by This area remains one to which we 31% to £51.1million (1999: £38.9million). intend to commit further resources as I am incredibly well supported and the information requirements of the drug encouraged by all of my colleagues in Adjusted earnings per share increased discovery sector in particular grow. Informa. The enthusiasm and energy from 18.79p to 23.17p, a rise of 23%. of everybody has contributed to our We were active on the acquisition success and I would like to thank the whole On the strength of these results we have front in 2000 buying Informa Research team for their hard work and dedication. decided to recommend a final dividend Services (formerly Bisys Research of 5.07p which, when taken with the Services), a US based financial infor- Performance in 2001 is in line with interim dividend of 2.53p, gives a total mational service, Seafood International, expectations. Our annual Energy event dividend of 7.6p (1999: 7.0p). O&O, a Dutch executive training business, in Germany broke all records for both a range of exhibitions and titles in the delegates and exhibition revenues as This result was achieved through growth in Intermodal Transport area and the did the 2001 3GSM World Congress five out of our six sectors led by Telecoms leading Australian telecommunications which has just been held in Cannes. and Media which posted profits almost titles from Auscom Publishing. Already The 2001 Cruise + Ferry exhibition in double the level of 1999. This growth was in 2001 we have bought MCM, the US May will exceed, in profit terms, the one led by our flagship GSM World Congress based electronic information service held in 1999 and we are seeing positive which had 5,500 delegates but was also which covers fixed income, foreign trends on both advertising revenues driven by events covering UMTS, WAP, exchange and equity markets. and subscriber levels across the group. Bluetooth and Mobile Internet. There were also strong performances from Mobile Our overseas businesses continue to I remain positive about the future Communications International Magazine, do well. Holland, Germany, Asia, France, prospects for Informa. EMC (our telecoms database), ARC Australia and Brazil all posted record profits in 2000 and go from strength to Peter Rigby Peter Rigby Chairman

2000 was a record year and I remain positive about the future prospects for Informa.

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Chief Executive’s review

Informa Group companies performed communities of business interest and of this on-line revenue flows from strongly in 2000. The positive impact then meeting their information and new customers, widening our active of linking together and strengthening the marketing needs in a variety of ways. customer base in the process. range of formats we employ for business information delivery was reflected in the To facilitate this process we are The core strength of Informa comes 30% increase in our turnover, almost half increasingly organising our international from the leading positions we enjoy in of which came from organic development. businesses into market-facing divisions. a broad range of market sectors. At any We believe this will maximise our one time some of those areas will be This performance demonstrates that we opportunities in the markets we serve. outperformers, some will be trading are beginning to take full advantage of our We are succeeding in driving growth satisfactorily and one or two will be facing strengths. We believe Informa is uniquely through synergies such as cross mar- economic challenges. We are confident well placed to capitalise on specialist keting and brand extension and also by however that the combination of those business information demand. No other accelerating new product development. assets and the broad international spread company has our combination of media of our business will enable us to continue assets. In particular, no other media Our electronic subscriptions continue to deliver consistently good levels of profit business has anything like our volume to grow well and were 21% ahead in growth on an annual basis. We will and strength in conference organisation. 2000 and the renewal rates on our hard continue to invest carefully in these six copy titles continue to come in at an sectors to ensure that we find the correct Our 3,500 research-led events aim average of around 80%. It is the quality balance between maximising the present to capture at the earliest possible stage of the information you provide that and building for the future. the market developments which have determines whether increasingly time- most interest and highest impact on pressed business customers will We are very fortunate to have now almost the commercial sectors we serve. continue to pay for it, whichever the 3,000 committed and expert staff across This is done regionally, nationally, and means of delivery selected. the world to help us make this happen. internationally, allowing the best ideas They, and the strong branded products to be exploited on a number of different The internet is also proving a hugely they work with, are the real asset base stages. When this extensive conference positive factor in helping us reach of this group. activity is allied creatively with our our worldwide audiences more effectively. proprietary published information – both In 2000 we took some £25million in on- David Gilbertson electronic and hard copy – it amounts to line delegate registrations, up 100% a compelling formula for first identifying on the year before. More than 20% David Gilbertson Chief Executive

The core strength of Informa comes from the leading positions we enjoy in a broad range of market sectors.

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In telecoms, our long-standing market- The 2000 GSM World Congress Communications and FT Telecoms leading position as the major information attracted 5,500 conference delegates & Media) together with our in-house provider to the mobile telephone sector (up 31% on 1999) with 15,500 visitors development of electronic market has been underlined by the explosion of (up 72%), to both the conference and intelligence products has reinforced our new technologies and applications which exhibition. Bluetooth 2000 World position as a fully integrated information are focused on the mobile handset. Our Congress in Monte Carlo was the largest provider for this sector. Our portfolio of strength in GSM technology is now being and most international Bluetooth event 18 titles was extended by two significant followed with leading events in areas such ever held, attracting 1,800 visitors (up launches in 2000. The launch in May of as UMTS, Bluetooth, GPRS, WAP and 100% on 1999) with 80 exhibition stands Mobile Internet newsletter saw record Mobile Internet. (up 400% on 1999). take-up which pushed the title into profit immediately. Broadband Media The continued rapid growth of the The UMTS World Congress attracted newsletter was launched in October world’s GSM and internet markets, 2,500 delegates (up 257% on 1999) with and promises well. the development of 2.5G technology a total of 3,400 visitors (up 278%), while and applications, and the massive Mobile Internet 2000 enjoyed excellent The opportunity to cross-sell conference investment in 3rd generation licenses feedback from attendees and exhibitors delegate places and newsletter and systems, led to unprecedented alike. The new, expanded format delivered subscriptions is being exploited and demand for Informa Telecoms and Media 2,200 visitors to the 80+ exhibitors. the creation of a sophisticated electronic group’s market-leading conferences, delivery system is allowing us to up-sell exhibitions, newsletters, reports and In Asia we saw similar growth. IBC Asia individual newsletter and report electronic information services. Conferences successfully developed subscriptions as corporate and site a 3G Masterclass Conference Series licences. Both these factors will IBC Global Conferences delivered during 2000 which delivered information contribute to further up-side in 2001. four flagship events – the GSM World and networking opportunities at events Congress, Bluetooth 2000 World in Japan, China, Singapore, Korea The Informa Telecoms & Media Online Congress, the UMTS World Congress, and Taiwan. Development Team saw turnover from and Mobile Internet 2000 – and saw electronic subscriptions, sponsorship, average attendance of paying delegates In our publishing activities, the acquisition advertising and syndication grow to events increase by 24% on 1999. in late 1999 of two subscription newsletter by 480% in 2000. and reports businesses (Baskerville

Telecoms and Media

25% Sector profit Turnover of sector relative up by 89% to turnover of group

EMC ARC Group Launched e-searchwireless.com, an Specialist providers of analysis, on-line market intelligence database research and consultancy saw profits service, at the end of February. Since increase by 200% due to record launch the service has attracted management report sales, the nearly 200 new clients from a broad successful launch of new products range of wireless industry sectors. including Industry Surveys and larger consultancy projects.

Bluetooth GSM World Congress 2000 The 2000 Bluetooth World Congress The undisputed meeting place in Monte Carlo was the largest for the world GSM industry and and most international event ever the largest wireless show outside held to discuss this cutting edge the USA. technology and its commercial applications.

Telecoms World

IT and EMU Compliance UMTS

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Chief Executive’s review continued

Our one reverse of the year came in the of Containerisation International, which 2000 saw the Ro-Ro and Shiprepair Maritime, Trade and Transport area which performed strongly in 2000. At the end & Conversion events both running well saw a small year-on-year slippage in its of the year, the publication’s internet up on previous years. The latter moved underlying profit being exacerbated product was relaunched with enhanced to the larger Grand Hall Olympia this year by the absence of our major biennial functionality and content. and this growth is set to continue. exhibition for the cruise market and the inclusion in its results of some loss- The group’s flagship publication, the Cruise + Ferry Exhibition returns in 2001 making automotive titles acquired as part daily maritime newspaper Lloyd’s List, and is scheduled to expand once again as of the transaction which brought in the won plaudits for its extensive and will the Shiprepair event later in the year. telecoms publications from the Financial influential coverage of the Erika tanker Times. These publications were sold just disaster. In addition to its supplement The acquisition in August 2000 of before the year-end and will not impact and special feature programme, the Intermodal and TOC (Ports Handling) the 2001 result. newspaper successfully produced exhibitions together with their allied titles special daily sections to coincide with Cargo Systems and Hazardous Cargo The international maritime industry two major maritime exhibitions in Bulletin have already started to pay began a recovery during the year, with Greece and Germany. dividends despite the fact that they freight rates rebounding strongly in came in late in the year. several sectors. Tougher safety rules in The on-line version of the publication the oil shipping industry in the wake of was relaunched as lloydslist.com, high profile marine accidents squeezed which serves as a portal for all of Informa’s the tanker market and earnings increased on-line maritime industry products. to levels not seen for many years. Container shipping, too, was buoyant The 2001 strategy will see an emphasis having shaken off the effects of the Asian on growing subscription revenue and economic crisis of the late 1990s. benefiting from the cross-selling Informa strengthened its market-leading opportunities from group conferences position in this sector with the acquisition and exhibitions, which have themselves been strengthened by their association with the Lloyd’s List brand.

Maritime, Trade and Transport

19% Sector profit Turnover of sector relative down by 19% to turnover of group

lloydslist.com Manning and Training The division’s internet initiative Among our successful Maritime which included the launch of events in the year was the First lloydslist.com was highlighted Manning and Training conference by the success of SeaSearcher in India which attracted more than where sales again outperformed 250 delegates. expectations.

Lloyd’s Loading List Renewed buoyancy in the freight sector promises well for strengthening performances from titles such as Lloyd’s Loading List, Cargo Systems and Hazardous Cargo Bulletin.

Passenger Shipping international

Maritime Asia Today

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Informa continues to expand its product worldwide via carriers such as Reuters, Financial reform legislation has opened range and broaden its market niches in Bloomberg and Telerate. The acquisition the floodgates for banks and other the Finance and Insurance sector. strengthens further the group’s position financial institutions operating in the in this area complementing International insurance marketplace. While the effort Our financial units expanded their push Insider, our on-line capital financing to reap the benefits of this new found into electronic delivery channels and news and analysis service. source of revenues is intense, the widened their technology coverage, but endeavour is not risk free. This has at a measured pace. The focus continues Our significant Insurance publishing heightened the awareness and need to be on increasing delivery efficiency portfolio, which is led by our daily for independent, ongoing due diligence via e-mail and electronic subscription reinsurance publication Insurance Day, on the insurance company partners options, and on increasing internal performed strongly during the year. of financial institutions. Townsend & efficiency via database revamps and The newly acquired Insurance Age, the Schupp is a leading provider to financial systems upgrades. UK’s leading monthly magazine for the institutions of the tools to satisfy internal sector, and The Review, an in-depth risk management, due diligence and Our US arm, Informa Financial, acquired analytical publication for reinsurers and regulatory compliance requirements. California-based Bisys Research our health insurance specialist title, both Services, since renamed Informa performed well. The reform legislation has increased Research Services. The company’s competition and has resulted in high-end bank rate research strategically With a strong base now in the UK convergence and consolidation in the supplements the banking information commercial insurance market added to financial services industries. Executives currently produced by iMoneyNet, our existing position as a market leading in charge of these organisations have a Informa’s money fund data subsidiary provider to international reinsurance greater need than ever for independent located in Westborough, Massachusetts. interests, Informa’s insurance portfolio competitive analysis. is now stronger than ever. In early 2001 we acquired MCM Inc. a leading real-time information provider Our Risk Professional title has to the debt and credit markets. Based in established itself well, and addresses New York, MCM distributes its content the high-end of the financial sector.

Finance and Insurance

18% Banking Technology Sector profit Turnover of sector relative Our flagship title Banking Technology up by 14% to turnover of group ended the year with increased subscription numbers, subscription revenue and advertising revenue. Our Strategic Focus reports shows profit growth of almost 300%.

International Insider A key contribution will come in 2001 from the ending of the exclusive distribution deal with Reuters, the historic channel for IIPC’s services, opening the way to the additional launch of the services on Bloomberg.

Millennium Bug The second quarter of the year saw a number of e-commerce initiatives. These included banks joining forces to develop e-business platforms for trading forex and money market products for corporates.

iMoneyNet Launched two new money fund products during the year. The first was the European Money Fund Report, which was launched in January. The second, Offshore Money Fund VISION, premiered in November.

World Life Insurance Report Virtual Finance

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Chief Executive’s review continued

In a difficult trading year for world Agra publications and conferences The prevailing market mood in the energy agriculture and food markets, with on food law and agbiotechnology were sector throughout 2000 was one of huge commodity prices extremely depressed, strong performers this year, driven by optimism. The accelerating rate of change the Agra group continued to expand, concerns over food safety due to the in the European power and gas sectors, launching new publications and spread of BSE in Europe and the the increased interest in e-business and conferences, and completing the continuing controversy over genetically e-commerce and the year’s rally in oil successful integration of the Heighway modified crops. prices combined to increase delegate fisheries business, acquired in December numbers and sponsorship revenue. 1999 from EMAP. There are now signs Foodnews is the leading weekly market of a recovery in world prices, and over report for the international juice trade. Investing in Saudi Arabia attracted the next two years the negotiations This is one of the fastest-growing sectors over 200 delegates and brought in for accession into the EU of a dozen of the soft drinks industry, and this year substantial sponsorship revenue, while countries and the new WTO world Foodnews World Juice Conference, in the Iranian Oil Gas and Petrochemicals trade round will be at the top of the Amsterdam, attracted a record number Forum was another major event which political agenda. of delegates. attracted 160 attendees and significant levels of sponsorship. It was also a successful year for our commercial fishing information business, with growth in both revenues and profit. Heighway held the biggest ever fishing exhibition in Scotland and built further on its market leading position.

Commodities and Energy

11% Sector profit Turnover of sector relative up by 43% to turnover of group

Seafood International The acquisition of Seafood International magazine from Quantum Publishing allows our fishing information business Heighway to cover the industry from seabed to supermarket.

Agra website New energy events Early 2001 will see the launch New energy events in of a completely new Agra website, 2000 included e-procurement with an expanded on-line daily in the Oil and Gas sector and news service, and the introduction e-business for utilities. Both of a comprehensive searchable attracted high delegate numbers on-line archive. and sponsorship revenues.

Energy Day Food safety Our flagship energy publication The growing interest in food safety Energy Day had its most successful which is fuelling consumer demand year ever, reflecting the considerable for organic produce is being met by upturn in oil market fortunes. a new publication from Agra and a series of events in UK and Germany.

World Tea Markets Sugar Conference

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Legal information is developing Distance Learning courses have Journals such as Trademark World, dynamically, with almost every facet of expanded and have been welcomed by Copyright World and Patent World, legal practice now touched in some way the global marketplace. Plans are in hand and the website ipworldonline.com are by the global explosion in e-commerce. to build up this area further in 2001 with tracking the progress of the law in this The areas of competition law, intellectual a stable of new courses. area as well as ensuring comprehensive property law, corporate law, consumer coverage on the more traditional law and liability law in particular have Our EC Competition law conferences intellectual property issues. all been affected by the web revolution are the market leaders with many and the thirst for accurate and up-to- events held in the UK and Europe. Also, the new launch Sports and date legal information in these sectors E-commerce and human rights events Character Licensing Magazine continues has increased. were extremely successful as well as to cover the lucrative world of sports our more established annual event. and entertainment licensing, recently Case reporting continues to be We introduced email newsletters for providing features on digital sports rights voraciously received and remains a the first time to keep regular delegates and computer games licensing. primary activity. The flagship Lloyd’s Law up to date with conference and Reports for example will have reported publishing developments. The International Tax Report over 200 cases in 2000, the highest incorporating the International Tax number for over a decade. Currently the most vibrant of our Digest continues to be our flagship in markets, the intellectual property arena, the taxation area and 2000 has seen In 2001 the new Maritime Law Online changes at an astounding pace. This is coverage of some major tax issues service from Lloyd’s Law Reports will a sector affected dramatically by the such as tax competition, changes in provide a full archive of maritime law e-commerce environment. 2000 alone expatriate tax planning laws, and most information as well as providing daily has seen huge changes made by the importantly e-Tax. The OECD estimates updates on case law, legislation and World Intellectual Property Organisation that e-business may reach $900 billion practice areas. in their recommendations regarding the by 2003 which means that new simplification of electronic trademark regulations and guidelines are sure April saw our first International Law licenses; the first WIPO ruling on to be forthcoming. Congress held in Cyprus in association cybersquatting outlining the rules with the Cyprus Bar Association and relating to legitimate usage of domain was attended by over 500 participants. names; and endless cases on the enforcement of patents. Law and Tax

19% Sector profit Turnover of sector relative up by 13% to turnover of group

Construction law In 2001 we are launching a new electronic case reporting service, buildinglawreports.com, targeted at the building and construction industries with a fully searchable archive back to 1980.

Human rights issues World Insurance Report The IBC Law Summer School Many events focusing on Relaunched in 2000 as This series has seen further growth e-commerce issues were run in the leading provider of global in 2000 with further expansion the UK and 2000 saw an explosion regulatory information for the planned for 2001. Delegates enjoy in conferences covering human insurance industry and now the informal atmosphere of the rights issues for professionals. provides detailed information Cambridge colleges for a week of on all the major jurisdictions. intensive study and networking.

New publications Lloyd’s Maritime and Commercial Law Quarterly and the new newsletter Shipping and Trade Law Monthly launched earlier in the year have documented the increased problems of maritime fraud and personal injury claims.

Farm Law Pensions Today Fiscaal Up to Date

Infotech Pharma IT Law Today

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Chief Executive’s review continued

Informa experienced dramatic growth in Drug Discovery Technology, the largest Informa Global Pharmaceutical and this sector as a result of strong economic event in the US solely dedicated to Healthcare, our publishing business, conditions particularly in the US and the discovery of new drugs, attracted provides essential business intelligence Europe and spectacular technological 1,200 delegates (1999: 700). It was and information for the pharmaceutical, and medical breakthroughs which supported by the scientific community’s healthcare, biotechnology and associated received extensive media coverage leading associations and publications. businesses worldwide. Industry experts world-wide. Most prominent was the The key-note speaker was Craig Ventner analyse and predict the markets and forces announcement of the first successful who has done much of the pioneering that will impact business decision making. mapping of the human genome and new research work on the human genome technologies being developed to enhance project. This event supported an The portfolio includes Pharmaceutical new drug compound discovery and exhibition hall of nearly 300 Business News, a leading bi-weekly development. All these groundbreaking companies/organisations. bulletin which provides news, essential developments were discussed in depth at comment and powerful analyses on the Informa’s events and in our publications. Drug Discovery Technology Europe, global biotechnology and pharmaceutical the sister event, was also successful industry and its players, OTC Business The year’s markedly improved and attracted over 600 delegates and News and The Medical Directory, a performance reflected the result of a an exhibition hall of 70 companies. comprehensive guide to UK medical refocusing of our emphasis onto bio- practitioners and healthcare. technology, drug discovery and early Chips to Hits is the largest gathering stage drug development and away from of scientists in the US who are applying the more heavily competed areas of biochip or microtechnology techniques general healthcare and therapeutic to the field of drug discovery and conferences. This has enabled us to medical diagnostics. This event build a market-leading position in the attracted nearly 1,000 delegates. With all-important US market from our significant growth being seen in Europe, Boston office supported by strong Eurobichips has become one of the pharmaceutical conference and largest events of its kind in Europe. publishing activity in the international markets from London.

Biomedical and Pharmaceutical

7% Sector profit Turnover of sector relative up by 133% to turnover of group

Drug & Market Development Publications Based in Boston, is developing a business intelligence resource to deliver and distribute content over the web, providing the customer with a single market facing web site and access to bespoke reports.

Biochips Devices that can perform on a miniarture chemical or biological reactions on a miniature scale have numerous applications. D&MD’s 2nd Biochip Report forecast the industry to grow from $70million in 1999 to $580million in 2003.

InfotechPharma This event has become the largest gathering of IT Research professionals in Europe and attracted nearly 400 participants from the pharmaceutical and related industries.

Biotechnology Asthma Pharmaceutical Newsletters

Chemicals in China Beyond Viagra Chemicals on the web

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Global operations

Informa’s regional operations are those of a truly international business. Our offices in seventeen countries act as hubs for activities in many more territories supplying information to customers from over 180 nations. Our worldwide network of information companies and their editorial and production teams provide the intelligence for global and local markets. They continually adapt and develop this resource to meet specialist information needs in as broad a range of markets as possible.

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Global operations continued

Our US conference operations performed Our Latin American operation, particularly strongly in 2000 led by a headquartered in Brazil, also had a strong result from our Biomedical and successful year reaching significant Pharmaceutical team. A new focus on the profitability in its fourth year of operation. information demands of early stage drug discoveries and drug developers enabled The Sao Paulo office ran 140 events, the group to build on its existing strength. 12 of them outside Brazil. Average delegate numbers were up almost 50% The US also saw strong results from reflecting the maturing of our business, telecoms related conferences and with events covering telecoms, energy, financial events drawing on the strength HR, infrastructure, legal and finance. of our domestic publishing presence in that sector.

Americas

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Euroforum, our European business, market leader in top management had a very successful 2000 with conferences. Speakers included more particular strength being shown by than 100 CEOs from top companies. our two largest companies in Germany and The Netherlands. France showed The healthy economy in The Netherlands a marked improvement on the previous enabled us to grow our Dutch business by year and achieved record profits. 25% in the year. The year saw us placing Our smaller operations in the Nordic increasing emphasis on branding our countries which are still in start-up annual conferences. We were also able phase grew modestly. to strengthen our business through the acquisition of Opleiding en Ontwikkeling, Euroforum Germany, which is based in an executive training business. Düsseldorf with an office in Frankfurt, continues to go from strength to strength. The Nordic events, both our own and It produces a broad range of high quality those we produce in co-operation with conferences and seminars in the German Sweden’s leading financial newspaper, speaking countries. Through its Dagens Industri, were a great success. exclusive co-operation with Handelsblatt – The events were produced in English to the leading daily financial newspaper attract a broader audience within the in Germany – Euroforum is seen as the Nordic countries.

Europe

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Global operations continued

The year 2000 exceeded expectations Informa Asia’s strength also lies in with record profits (up 35%) generated our widely spread portfolio. We have by the Asian conference business. established leading positions running conferences in telecoms, maritime, The Asian economies are fast recovering energy, agribusiness, commodities, from the downturn at the end of the financial services and tax, distribution 1990s with an overall 6.9% economic and logistics sectors. growth rate in East Asia. The Informa Asia publishing team The Informa business is truly Pan- publishes Lloyd’s List Maritime Asia Asian, spanning Southeast Asia, Japan, (LLMA), Freight Transport Buyer Asia Korea, Taiwan, China, Hong Kong and and Broadband Asia magazines. India. Our growth platform is built on regionalisation; the diversification of The Maritime Asia Awards 2000, the our earning base to focus on North Asia flagship of Informa Asia’s Maritime Week (China, Hong Kong, Taiwan, Korea, of events, attracted over 500 of Asia’s Japan) effectively reduces our exposure leading Maritime executives. to the volatility in our traditional South- east Asian markets.

Asia

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Informa Australia posted record profits saw substantial developments in this in 2000 despite some disruption to area. The conference office held its most business due to the Olympics in Sydney. profitable event ever, WAP Australia 2000 in Sydney in August, and in March Informa Australia’s major product line we launched a new monthly magazine, is the Lloyds List Daily Commercial News Asia Pacific Banking Technology (APBT). (LLDCN), a twice weekly newspaper, together with on-line and event services. In October we completed the acquisition Despite some downsizing in the domestic of the magazine publisher Auscom maritime sector, the LLDCN and Publishing, bringing the magazine titles associated branded events, together with CommsWorld, e-Access and Systems IBC Conferences’ State Infrastructure into the Informa stable. event series, remained a strong and highly profitable portfolio. This was bolstered The mining and resources sector, in the final quarter by the official launch traditionally a core area for Informa of the newspaper’s on-line service. Australia, continued to perform strongly in 2000, particularly when events The IT and Telecommunications sector were branded with the logo of our has traditionally been quite a small one monthly magazine Australian Journal for Informa Australia. However 2000 of Mining (AJM).

Australia

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Financial review

Group results the reorganisation of the operating The Group’s operating profit margin Turnover rose from £228million to divisions, property provisions, the write rose slightly from 15.7% to 15.8%. £297million, an increase of 30%. Profit off of fixed assets and the harmonisation This increase reflects the continuing before tax rose from £20.6million to of back office systems. improvement in the margin of companies £33.8million, an increase of 64%. This started up within the last six years. reflects the increase in operating profit Revenues from delegate fees remained and the depressed levels of 1999 results the largest portion of total turnover at Earnings per share due to the inclusion of exceptional costs. 44% (1999:48%). Additional revenue Adjusted earnings per share rose 23% to Excluding exceptional items and from events rose by £15million to 13% 23.17p (1999:18.79p). This is calculated goodwill amortisation, profit before tax of revenue (1999:10%). Reports and after removing the amortisation of rose from £32.7million to £39.7million, an subscription income, whether hard copy goodwill, and the impact of exceptional increase of 21%. This increase would have or electronic, rose by £18million and items in 1999. Reported earnings per been 24% (to £40.4million) without a now accounts for 30% (1999:29%) of share were 18.13p (1999:9.78p). one-off charge of £0.7million which total revenue. Advertising continues to arose as a result of increasing the be a relatively small part of turnover at Dividend policy Group’s loan facilities to facilitate the 12% whilst other sales remained steady, The dividend per share has been acquisition programme. accounting for the remainder of the increased by 9% to 7.6p (1999:7.0p). Group’s turnover. The exceptional item included in the 1999 results relates to the merger of By location of customer, our revenues IBC Group plc and LLP Group plc in were drawn 36% from the UK, 41% from December 1998. The costs arose from Continental Europe, 13% from the USA and 10% from the Rest of the World.

Jim Wilkinson Finance Director

The Group recorded a profit before tax, amortisation of goodwill and exceptional items of £39.7million (1999: £32.7million). This represents an increase of 21% year on year.

Informa Annual report 2000 16 Informa Review AW 03 qk4 12/3/01 4:00 pm Page 19

Cash flow The treasury operation is not a profit Tax Informa uses operating cash flow as a centre and its activities are carried out The Group’s underlying worldwide percentage of operating profit as its key in accordance with the policy guidelines operating tax rate on profits was 31%, cash management measure. Excluding established by the Board which are an improvement on the previous year’s amortisation and exceptional items, detailed in note 33 to the accounts. pre-exceptional rate of 33%. operating cash flow as a percentage of operating profit was 99% (1999:102%). Foreign currency Summary A significant portion of the Group’s The accounts of Informa Group plc Net debt rose from £91million at the revenues, operating profits and cash demonstrate the Group’s effective end of 1999 to £111million at the end flows are in currencies other than sterling. and careful financial stewardship of its of 2000. The cash outlay on acquisitions The reported earnings of the Group are expanding worldwide business. We are during 2000 was £32million. The interest affected by the value of sterling relative well placed to manage future growth cover is now 7 times. to overseas currencies, the most and look forward to applying our significant being the United States Dollar financial strength to new opportunities The Group’s bank facility of £110million and the Euro. Earnings were depressed as they arise. was replaced during the year with a new by £0.3million when compared to 1999 facility of £200million. £0.7million of fees at constant currency. Jim Wilkinson relating to the £110million facility were written off in 2000. Acquisitions and disposals During 2000 the following acquisitions Treasury policy took place: Bisys Research Services Inc, Treasury activity is managed centrally Seafood International, EBC Denmark, and is principally concerned with O&O, the remaining 60% shareholding the monitoring of working capital, in Fiscaal Up To Date, a range of managing internal and external funding exhibitions and titles in the Intermodal requirements and monitoring and Transport area and Auscom Publishing. managing the group’s interest rate Also during the year, our interests in and foreign currency exposure. the DataTrain Institute, Corporation Builders, and a selection of publishing titles were sold.

Group turnover £297.0m Increase 30%

Adjusted eps

2000 23.17p 1999 18.79p 1998 16.34p 1997 15.52p

Earnings before interest, tax, depreciation, amortisation Adjusted earnings and exceptional items (£m) per share 23.17p

2000 51.1 1999 38.9 Basic earnings 1998 31.8 per share 18.13p 1997 28.3 1996 22.4

EBITDA £51.1m Increase 31%

Informa Annual report 2000 17 Informa accounts AW 02 12/3/01 3:49 pm Page 18

Consolidated profit and loss account For the year ended 31 December 2000

2000 1999 Before Exceptional exceptional items Total items (note 4) Total notes £000 £000 £000 £000

Turnover 2,3 296,992 227,773– 227,773

Operating profit/(loss) before goodwill amortisation 3,4 46,811 35,680 (5,687) 29,993 Goodwill amortisation 6 (5,900) (2,313) – (2,313)

Operating profit/(loss) 2 40,911 33,367 (5,687) 27,680 Disposal of subsidiary undertakings and termination of businesses 4 – – (2,676) (2,676) Loss on disposal of fixed assets 4 – – (740) (740)

Profit/(loss) before interest 3 40,911 33,367 (9,103) 24,264 Net interest payable and other similar charges 5 (7,130) (2,931) (772) (3,703)

Profit/(loss) on ordinary activities before tax 6 33,781 30,436 (9,875) 20,561 Tax on profit/(loss) on ordinary activities 8 (12,400) (10,880) 1,725 (9,155)

Profit/(loss) on ordinary activities after tax 21,381 19,556 (8,150) 11,406 Minority interests 22 (174) (40) – (40)

Profit/(loss) for the financial year attributable to the shareholders 9 21,207 19,516 (8,150) 11,366 Dividends 10 (8,922) (7,800)

Retained profit for the financial year 25 12,285 3,566

Earnings per share (basic) 11 18.13p 9.78p Earnings per share (diluted) 11 17.84p 9.64p Adjusted basic earnings per share 11 23.17p 18.79p

The results for the year were derived from continuing operations in both the current and previous year.

A note on historical cost profits and losses has not been included as part of these accounts as the results as disclosed in the profit and loss account are prepared on an unmodified historical cost basis.

Consolidated statement of total recognised gains and losses For the year ended 31 December 2000

2000 1999 £000 £000

Profit for the financial year 21,207 11,366 Currency translation differences on foreign currency net investments 24 1,156 3,377

Total gains and losses recognised relating to the financial year 22,363 14,743

Informa Annual report 2000 18 Informa accounts AW 02 12/3/01 3:49 pm Page 19

Consolidated cash flow statement For the year ended 31 December 2000

2000 1999 notes £000 £000 £000 £000

Cash inflow from operating activities 27 46,474 30,727

Returns on investments and servicing of finance Interest received 255 220 Interest paid (6,819) (4,277) Commitment fees paid on new facility (1,993) – Interest elements of finance lease rental payments (6) – (8,563) (4,057)

Taxation (10,991) (8,970)

Capital expenditure Purchase of tangible fixed assets (6,813) (8,361) Sale of tangible fixed assets 229 88 (6,584) (8,273)

Acquisitions and disposals Purchase of subsidiary undertakings 30 (21,637) (8,908) Termination of businesses – (590) Purchase of businesses 31 (10,550) (46,092) Disposal of subsidiary undertakings and businesses 32 (39) 275 Merger expenses paid – (2,506) (32,226) (57,821)

Equity dividends paid (8,433) (7,526)

Cash outflow before financing (20,323) (55,920) Financing Exercise of share options 893 719 Investment in own shares (1,199) – Increase in amounts borrowed 124,430 96,205 Repayment of amounts borrowed (108,042) (40,937) Capital element of finance lease rental payments (38) – 16,044 55,987

(Decrease)/increase in cash in the year 29 (4,279) 67

Reconciliation of net cash flow to movement in net debt For the year ended 31 December 2000

2000 1999 £000 £000

(Decrease)/increase in cash in the year (4,279) 67 Cash inflow from increase in debt financing (16,388) (55,268)

Change in net debt resulting from cash flows (20,667) (55,201) Reclassification of debt – (3,500) Translation differences 626 3,060

Movement in net debt in the year (20,041) (55,641) Net debt at 1 January 29 (91,340) (35,699)

Net debt at 31 December 29 (111,381) (91,340)

Informa Annual report 2000 19 Informa accounts AW 02 12/3/01 3:49 pm Page 20

Consolidated balance sheet At 31 December 2000

2000 1999 notes £000 £000 £000 £000

Fixed assets Intangible assets 12 131,166 98,810 Tangible assets 13 16,095 13,273 Investments 14 3,434 1,042

150,695 113,125 Current assets Stocks 15 7,648 6,284 Debtors 16 69,743 44,940 Cash at bank and in hand 3,047 5,096

80,438 56,320

Creditors: amounts falling due within one year 17 (134,620) (106,010)

Net current liabilities (54,182) (49,690)

Total assets less current liabilities 96,513 63,435

Creditors: amounts falling due after more than one year Bank loans 18 (104,546) (88,031) Other creditors 19 (5,019) (3,088)

(109,565) (91,119)

Provisions for liabilities and charges 20 (674) (1,275)

(13,726) (28,959)

Minority interest 22 (218) (44)

Net liabilities (13,944) (29,003)

Capital and reserves Called up share capital 23 11,800 11,696 Share premium account 25 66,933 65,409 Special reserve 25 2 12 Other reserve 25 37,398 37,398 Profit and loss account 25 (130,077) (143,518)

Deficit on shareholders’ funds – equity (13,944) (29,003)

These accounts were approved by the Board on 6 March 2001, and signed on its behalf by

J H Wilkinson Director

Informa Annual report 2000 20 Informa accounts AW 02 12/3/01 3:49 pm Page 21

Company balance sheet At 31 December 2000

2000 1999 notes £000 £000 £000 £000

Fixed assets Tangible assets 13 1,887 1,188 Investments 14 873,420 85,218

875,307 86,406 Current assets Debtors 16 120,414 93,522 Cash at bank and in hand 7 –

120,421 93,522

Creditors: amounts falling due within one year 17 (601,734) (9,783)

Net current (liabilities)/assets (481,313) 83,739

Total assets less current liabilities 393,994 170,145 Creditors: amounts falling due after more than one year Bank loans 18 (104,546) (88,011) Other creditors 19 (63) –

(104,609) (88,011)

Net assets 289,385 82,134

Capital and reserves Called up share capital 23 11,800 11,696 Share premium account 25 69,139 65,409 Special reserve 25 2 12 Profit and loss account 25 208,444 5,017

Shareholders’ funds – equity 289,385 82,134

These accounts were approved by the Board on 6 March 2001, and signed on its behalf by

J H Wilkinson Director

Informa Annual report 2000 21 Informa notes Auditors Report 12/3/01 3:48 pm Page 22

Notes to the accounts

1Accounting policies

Basis of preparation The accounts are prepared under the historical cost convention and in accordance with applicable UK accounting standards. The accounts are prepared on a going concern basis. The Group has implemented ‘FRS15: Tangible Fixed Assets’ and ‘FRS16: Current Tax’ in the year. This did not result in any restatement of figures reported for prior periods. The following accounting policies have been applied consistently in dealing with items which are considered material in relation to the Group’s accounts.

Basis of consolidation The consolidated accounts include the accounts of the Company and its subsidiary undertakings made up to 31 December. The acquisition method of accounting has been adopted. Under this method the results of subsidiary undertakings acquired or disposed of in the year are included in the consolidated profit and loss account from the date of acquisition or up to the date of disposal.

Goodwill and publishing rights Purchased goodwill (both positive and negative) arising on consolidation of acquisitions (representing the excess of the fair value of the consideration given over the fair value of the separable net assets acquired) before 1 January 1998, when ‘FRS 10: Goodwill and intangible assets’ was adopted, was written off to reserves in the year of acquisition. When a subsequent disposal occurs any related goodwill previously written off to reserves is written back through the profit and loss account as part of the profit and loss on disposal.

Purchased goodwill arising on consolidation in respect of acquisitions since 1 January 1998 is capitalised. Positive goodwill is amortised to nil by equal annual instalments over its estimated useful life which, in the case of all acquisitions to date, is estimated to be 20 years.

On the subsequent disposal or termination of a business acquired since 1 January 1998, the profit or loss on disposal or termination is calculated after charging the unamortised amount of any related goodwill.

Impairment reviews are carried out to ensure that goodwill is not carried at above its recoverable amount. Any amortisation or impairment write-downs are charged to the profit and loss account.

No value is attributed to publishing rights acquired.

In the Company’s financial statements, investments in subsidiary undertakings are stated at cost less provision for impairment, if any.

Turnover Turnover represents the amount receivable, excluding sales taxes, for products and services supplied to customers and is stated after deduction of trade discounts and provisions for subscription returns and cancellations. Subscription income is deferred and recognised over the period of the subscription.

Currency translation Company Transactions in foreign currencies are recorded at the rate ruling at the date of transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at the balance sheet date. All differences are taken to the profit and loss account.

Group Trading results denominated in foreign currencies are translated at the average monthly exchange rate. Assets and liabilities denominated in foreign currencies are translated at the rate of exchange ruling at the balance sheet date. The exchange difference arising on retranslation of opening net assets of overseas subsidiary undertakings is taken directly to reserves. Differences on foreign currency borrowings, which are used to finance or provide a hedge against Group equity investments in foreign enterprises, are taken directly to reserves so far as they offset the exchange differences on the net investment in these enterprises. The exchange differences arising on the retranslation of the profit and loss account at the year end rate are taken to reserves. All other translation differences are taken to the profit and loss account.

Financial instruments The Group currently uses interest rate swaps to manage its exposure to fluctuations in interest rates. These instruments are accounted for as hedges where designated as hedges at the inception of contracts. Interest rate swaps are not revalued to fair value or shown in the Group balance sheet at the year end but are disclosed in the fair value table in note 33. Interest differentials are recognised by accruing the net interest receivable or payable. Gains or losses arising on hedging instruments which are cancelled due to the termination of underlying exposure are taken to the profit and loss account immediately. Finance costs associated with debt issuance are charged to the profit and loss account over the life of the instruments.

Depreciation and amortisation The cost of tangible fixed assets less their estimated residual value is depreciated on a straight line basis over their estimated useful lives as follows:

Annual rate

Freehold buildings 2% Short leasehold properties and property improvements Over life of lease Plant and machinery 12.5% Office equipment, fixtures and fittings 10%–25% Computer equipment and systems 20%–33.3% Motor vehicles 25%

Freehold and short leasehold properties and property improvements are carried at cost less depreciation and provisions for impairment in value.

Fixed assets acquired on the acquisition of a subsidiary undertaking are included at the original cost less depreciation to the acquired business except to the extent that their fair value is considered to be different in which case the accumulated depreciation is adjusted appropriately.

Informa Annual report 2000 22 Informa notes Auditors Report 12/3/01 3:48 pm Page 23

1Accounting policies continued

Stocks and work in progress Stocks are valued at the lower of cost and net realisable value. Conference costs in advance represent costs incurred for conferences to be held after the balance sheet date.

Deferred promotional expenditure Promotional expenditure incurred during the year is matched against revenue generated by that expenditure. Deferred promotional expenditure included in the balance sheet represents expenditure incurred during the year in respect of which revenue is expected to arise after the balance sheet date.

Deferred tax The charge for taxation is based on the profit for the year and takes into account taxation deferred because of timing differences between the treatment of certain items for taxation and accounting purposes. Provision is made for deferred tax only to the extent that it is probable that an actual liability will crystallise.

Leased assets Assets held under finance leases are capitalised with the corresponding obligation to pay future rentals being included in creditors. A finance lease is a lease that transfers substantially all the risks and rewards of ownership of an asset to the lessee. The assets are valued at the equivalent purchase price and are depreciated over the shorter of their estimated useful lives or the unexpired portion of the lease. The excess of the lease payments over the value of the lease obligations is treated as a finance charge and is allocated to accounting periods over the duration of the lease to approximate to a constant periodic rate of charge on the remaining balance.

Operating lease rentals are charged to the profit and loss account on a straight line basis over the lease term.

Pension costs Certain subsidiaries operate pension schemes for employees which are defined contribution schemes. The assets of the schemes are held separately from the individual companies. The pension cost charge associated with these schemes represents contributions payable.

The Group also operates a funded defined benefit scheme for employees. The expected cost of pensions of the defined benefit pension scheme is charged to the profit and loss account so as to spread the cost over the service lives of employees in the scheme. Variations from regular cost are spread over the remaining service lives of current employees in the schemes. The pension cost associated with this scheme is addressed in accordance with the advice of qualified actuaries.

Investment in own shares Where trusts have been established to hold funds or shares to satisfy the future exercise of options these have been included within the consolidated accounts of the Group, as detailed in note 14.

2 Analysis of operating activities

Continuing Continuing operations operations

Acquisitions Total Total 2000 2000 2000 1999 notes £000 £000 £000 £000

Turnover 288,133 8,859 296,992 227,773 Cost of sales (130,426) (4,086) (134,512) (104,137)

Gross profit 157,707 4,773 162,480 123,636 Administrative expenses – ordinary (118,159) (3,410) (121,569) (90,269) – exceptional 4 –––(5,687)

Operating profit 39,548 1,363 40,911 27,680

Informa Annual report 2000 23 Informa notes Auditors Report 12/3/01 3:48 pm Page 24

Notes to the accounts continued

3 Segmental analysis

Underlying operating profit in the segmental analyses excludes the amortisation of goodwill and exceptional items.

Underlying Profit/(loss) operating before Turnover profit/(loss) interest 2000 1999 2000 1999 2000 1999 Analysis by market sector £000 £000 £000 £000 £000 £000

Telecoms and Media 74,693 47,464 18,195 9,633 17,136 6,724 Maritime, Trade and Transport 55,278 42,578 7,282 8,967 5,867 6,909 Finance and Insurance 53,235 44,044 8,047 7,044 6,456 5,130 Law and Tax 56,526 51,573 6,905 6,132 6,250 4,023 Commodities and Energy 32,064 26,502 4,190 2,920 3,163 1,185 Biomedical and Pharmaceutical 19,724 14,753 2,574 1,103 2,467 412 Other 5,472 859 (382) (119) (428) (119)

296,992 227,773 46,811 35,680 40,911 24,264

Underlying Profit/(loss) operating before Turnover profit/(loss) interest 2000 1999 2000 1999 2000 1999 Analysis by geographical location of business £000 £000 £000 £000 £000 £000

United Kingdom 179,697 126,570 27,008 22,229 25,362 14,953 Europe 70,155 60,075 10,730 9,145 8,169 8,338 United States 27,922 26,052 5,351 3,469 3,922 1,279 Asia Pacific 13,978 11,445 2,894 1,636 2,630 716 Other 5,240 3,631 828 (799) 828 (1,022)

296,992 227,773 46,811 35,680 40,911 24,264

2000 1999 Turnover by geographical location of customer £000 £000

United Kingdom 107,706 75,128 Europe 122,620 92,069 United States 40,001 34,259 Asia Pacific 18,961 16,441 Other 7,704 9,876

296,992 227,773

The Group interest expense is arranged centrally and is not attributable to individual markets or geographical locations. Trading between segments is not significant.

Capital employed – At 31 December 2000 1999 Analysis by market sector £000 £000

Telecoms and Media 26,351 14,196 Maritime, Trade and Transport 19,503 12,735 Finance and Insurance 18,782 13,173 Law and Tax 19,943 15,425 Commodities and Energy 11,313 7,927 Biomedical and Pharmaceutical 6,959 4,412 Other 1,931 257

104,782 68,125

Capital employed – At 31 December 2000 1999 Analysis by geographical location £000 £000

United Kingdom 63,398 37,856 Europe 24,752 17,968 United States 9,851 7,792 Asia Pacific 4,932 3,423 Other 1,849 1,086

104,782 68,125

2000 1999 Reconciliation of capital employed £000 £000

Capital employed 104,782 68,125 Net borrowings (111,381) (91,340) Unallocated net liabilities (7,127) (5,744)

Net liabilities before minority interest (13,726) (28,959)

Informa Annual report 2000 24 Informa notes Auditors Report 12/3/01 3:48 pm Page 25

4 Exceptional items

i) The £5,687,000 exceptional operating costs shown in the profit and loss account of the preceding financial year is in respect of office relocations, redundancies and compensation for loss of options that arose following the merger, and costs relating to the integration of Group companies and harmonisation of Group systems following the merger.

ii) The exceptional costs in the preceding financial year for disposal of subsidiary undertakings and termination of businesses relate to the sale of interests in Assetrac, PRS, Marcus Bohn Associates Limited and Asia Pacific Papermaker Magazine and the closure of South African and other minor operations.

iii) The £740,000 loss on disposal of fixed assets in the preceding financial year arose following the reorganisation necessitated by the merger.

iv) The exceptional interest costs in the preceding financial year are the costs associated with the termination of facilities in place before the merger and the establishment of the Group’s new interest rate management policy.

5 Net interest payable and other similar charges

2000 1999 note £000 £000

Interest payable on bank loans and overdrafts (6,640) (3,151) Loss on early resettlement of debt 18 (739) – Finance lease charges (6) –

(7,385) (3,151) Other interest receivable 255 220 Exceptional items 4 – (772)

(7,130) (3,703)

6 Profit on ordinary activities before tax

2000 1999 Is stated after charging £000 £000

Depreciation and amortisation Depreciation on owned assets 4,269 3,197 Depreciation on assets under finance leases 35 – Amortisation of goodwill 5,900 2,313 Loss on sale of tangible fixed assets 27 28 Auditors’ remuneration Audit services 377 277 Other fees paid to the auditors and their associates 399 199 Operating leases: Plant and machinery 107 152 Other 4,246 2,843 Exchange losses 117 –

Included in the fees paid for audit services is £6,000 (1999: £6,000) in respect of the audit of the Company.

2000 1999 Emoluments of Directors (including pension contributions paid on their behalf) £000 £000

Payments to third parties for services of Directors 72 230 Salaries and benefits in kind 775 1,210 Performance-related emoluments 691 1,437

Aggregate emoluments 1,538 2,877 Compensation for loss of office – 367 Pension contributions to money purchase schemes 109 94 Gain on exercise of share options 87 –

2000 1999 £000 £000

Highest paid Director 639 561

Total emoluments of the highest paid Director include performance-related elements of £287,000 (1999: £408,000). The performance-related elements are set by the Remuneration Committee in recognition of the Director’s performance in the year. Pension contributions to money purchase pension scheme of the highest paid Director were £72,000 (1999: nil).

Further details of Directors’ emoluments are given on page 45, and of share options on page 42.

Two Directors had contributions paid to money purchase pension schemes and one Director had contributions paid to a defined benefit scheme in the year. Details of contributions are given on pages 45 and 46.

Informa Annual report 2000 25 Informa notes Auditors Report 12/3/01 3:48 pm Page 26

Notes to the accounts continued

7 Staff costs

2000 1999 £000 £000

Wages and salaries 82,607 59,830 Social security costs 8,958 7,227 Redundancy costs 287 1,349 Other pension costs 2,460 1,287

94,312 69,693

The average number of employees of the Group during the year was:

2000 1999 By market sector number number

Telecoms and Media 466 305 Maritime, Trade and Transport 520 393 Finance and Insurance 498 430 Law and Tax 507 421 Commodities and Energy 351 247 Biomedical and Pharmaceutical 139 118 Other 152 164

2,633 2,078

8 Tax on profit on ordinary activities

2000 1999 £000 £000

United Kingdom corporation tax at 30% (1999: 30.25%) 6,935 5,835 less Double taxation relief (595) (390)

6,340 5,445 Overseas tax 6,060 3,710

12,400 9,155

The taxation charge in the preceding year includes a tax credit on exceptional items of £1,725,000. The underlying worldwide operating tax rate, after removing the effect of goodwill, for the Group is 31% (1999 before exceptional items: 33%). However, due to goodwill amortisation, and disallowable capital losses included within exceptional items in 1999, the effective world-wide taxation rate is 36.7% (1999: 44.5%).

9 Results of Informa Group plc

Of the profit for the financial year £212,349,000 (1999: £7,361,000) before the payment of dividends is dealt with in the accounts of the company. Pursuant to section 230 of the Companies Act 1985 the Company’s own profit and loss account is not included in these accounts.

10 Dividends

2000 1999 £000 £000

Interim dividend 2.53 pence per share (1999: 2.33 pence) 2,981 2,715 Proposed final dividend 5.07 pence per share (1999: 4.67 pence) 5,982 5,462 Waiver of dividend by share trusts (41) – Adjustment to prior year dividend – (377)

8,922 7,800

Informa Annual report 2000 26 Informa notes Auditors Report 12/3/01 3:48 pm Page 27

11 Earnings and adjusted earnings per share

In order to show results from operating activities on a comparable basis, an adjusted earnings per share has been calculated which excludes amortisation of goodwill and exceptional items.

2000 1999 £000 £000

Profit for the financial year – basic and diluted earnings 21,207 11,366 Adjustments: Amortisation of goodwill 5,900 2,313 Net effect of exceptional items – 8,150

Adjusted earnings 27,107 21,829

Weighted average number of equity shares – for basic and adjusted earnings 116,996,711 116,167,982 Effect of dilutive share options 1,897,334 1,728,586 Weighted average number of equity shares – for diluted earnings 118,894,045 117,896,568

2000 1999

Basic earnings per equity share 18.13p 9.78p Diluted earnings per equity share 17.84p 9.64p Adjusted earnings per equity share 23.17p 18.79p

12 Intangible fixed assets – goodwill

Group £000

Cost: At 1 January 2000 101,802 Exchange differences 619 Additions 38,174 Disposals (485)

At 31 December 2000 140,110 Amortisation: At 1 January 2000 2,992 Exchange differences 112 Charge for year 5,900 Disposals (60)

At 31 December 2000 8,944 Net book value: At 31 December 2000 131,166

At 31 December 1999 98,810

Goodwill arising on acquisitions since 1 January 1998 has been capitalised as an intangible asset in accordance with FRS10 and will be amortised over its estimated useful life, not exceeding 20 years. Details of the acquisitions in 2000 are given in notes 30 and 31 and details of disposals are given in note 32 to the accounts.

Informa Annual report 2000 27 Informa notes Auditors Report 12/3/01 3:48 pm Page 28

Notes to the accounts continued

13 Tangible fixed assets

Land and Short Equipment, freehold leasehold Plant and fixtures and Motor buildings property machinery fittings vehicles Total Group £000 £000 £000 £000 £000 £000

Cost: At 1 January 2000 3,860 1,084 134 20,186 831 26,095 Exchange differences (81) (4) 2 428 (6) 339 New subsidiaries –––98–98 Additions – 17365 6,416 3687,022 Disposals – (44) – (1,781) (236) (2,061)

At 31 December 2000 3,779 1,209 201 25,347 957 31,493

Depreciation: At 1 January 2000 91 277 57 12,081 316 12,822 Exchange differences (9) (5) – 90 1 77 Charge for year 20 110 50 3,933 191 4,304 Disposals – (44) – (1,632) (129) (1,805)

At 31 December 2000 102 338 107 14,472 379 15,398 Net book value: At 31 December 2000 3,677 871 94 10,875 578 16,095

At 31 December 1999 3,769 807 77 8,105 515 13,273

Depreciable assets at cost total £29,656,000 at 31 December 2000 (1999: £24,244,000).

The net book value of assets held under finance leases and hire purchase contracts included in tangible fixed assets in the Group was £207,000 (1999: nil). The depreciation charge on these assets in the year was £35,000 (1999: nil).

Short Equipment, leasehold fixtures and Motor property fittings vehicles Total Company £000 £000 £000 £000

Cost: At 1 January 2000 38 1,298 114 1,450 Additions – 919 179 1,098 Transfer from fellow subsidiary –78–78 Disposals – – (114) (114)

At 31 December 2000 38 2,295 179 2,512 Depreciation: At 1 January 2000 5 204 53262 Transfer from fellow subsidiary –25–25 Charge for year 7 359 31 397 Disposals – – (59) (59)

At 31 December 2000 12 588 25 625 Net book value: At 31 December 2000 26 1,707 154 1,887

At 31 December 1999 33 1,094 61 1,188

The net book value of assets held under finance leases and hire purchase contracts included in tangible fixed assets in the Company was £148,000 (1999: nil). The depreciation charge on these assets in the year was £31,000 (1999: nil).

Informa Annual report 2000 28 Informa notes Auditors Report 12/3/01 3:48 pm Page 29

14 Investments

Investment in Other own shares investments Total

IEST QUEST Total Group £000 £000 £000 £000 £000

Cost: At 1 January 2000 1,042 – 1,042 – 1,042 Additions 1,199 970 2,169 468 2,637 Disposals – (245) (245) – (245)

Total at 31 December 2000 2,241725 2,966 468 3,434

The Informa Employee Share Trust (‘IEST’) holds shares to satisfy the future exercise of executive options and are held in trust until such time as they may be transferred to the executives in accordance with the conditions outlined in the Directors’ Report on page 46. The trustees have waived the right to receive dividends. Brokerage costs, all professional fees relating to the establishment of the trust and the loss arising from the difference between cost and the option price have been charged to the profit and loss account. During the year IEST purchased a further 145,544 of the Company’s shares on the market at an average cost of 790p each. The Trust held 405,518 shares at 31 December 2000 (1999: 259,974 shares). The market value of the holding stood at £2,433,108 at 31 December 2000 (1999: £1,581,942). The shares held are under option at 401p and 825p as detailed in note 23.

Informa QUEST Limited, a subsidiary of Informa Group plc, holds shares to satisfy the future exercise of SAYE share options and its purchases are funded by subsidiaries of the Group. The trustees have waived the right to receive dividends. During the year Informa QUEST Limited subscribed for 401,977 of the Company’s shares, newly issued at 790p each. During the year 178,467 shares were transferred from the trust in satisfaction for the exercise of SAYE share options. Informa QUEST Limited held 223,510 shares at 31 December 2000 (1999: nil). The holding is valued according to the prices that will be obtained by the QUEST upon future exercise. The market value of the holding stood at £1,341,060 at 31 December 2000 (1999: nil).

Other investments are as detailed in note 32.

Shares in Investment in subsidiary own shares undertakings Total Company £000 £000 £000

Cost: At 1 January 2000 1,042 84,176 85,218 Additions 1,199 864,505 865,704 Disposals – (77,502) (77,502)

Total at 31 December 2000 2,241 871,179 873,420

During the year Informa Group plc subscribed for 711,164,000 £1 redeemable preferences shares in Informa Limited and made a net capital contribution of £148,341,000 to Informa Limited after deducting dividends receivable.The company also sold its holding in Informa Publishing Group Limited to Informa Limited for £280,846,000 and made a capital contribution of £5,000,000 to IBC Group plc.

The investment in own shares is held by the Informa Employee Share Trust, as detailed above.

The listing below shows the principal subsidiary undertakings at 31 December 2000. All of these companies are included in the consolidated financial statements and are wholly owned within the Group. Except where indicated they are incorporated in England. A full list of subsidiaries, all of which are consolidated, will be included in the Company’s next annual return. The Group also controls the Informa Employee Share Trust, an independently administered employee share ownership plan.

Name of subsidiary Nature of business

Agra Europe (London) Limited Publication of agricultural and intelligence bulletins

Euroforum BV (Incorporated in the Netherlands) Conference organisation and publishing

Euroforum Deutschland GmbH (Incorporated in Germany) Conference organisation and publishing

IBC Asia Limited Conference organisation

IBC UK Conferences Limited Conference organisation

International Business Communications (Holdings) US lnc. (Incorporated in USA) Conference organisation and publishing

International Insider Publishing Company Limited Provision of screen based information for the capital markets

Informa Publishing Group Limited Provision of maritime, insurance, energy and transport information

Informa QUEST Limited Qualifying employee share trust

Informa Limited Holding company

Of the above, only Informa Limited and Informa QUEST Limited are directly owned by Informa Group plc.

Informa Annual report 2000 29 Informa notes Auditors Report 12/3/01 3:48 pm Page 30

Notes to the accounts continued

15 Stocks

Group Company 2000 1999 2000 1999 £000 £000 £000 £000

Conference costs in advance 6,567 5,191 – – Marketing and publication stocks 1,081 1,093 – –

7,648 6,284 – –

16 Debtors

Group Company 2000 1999 2000 1999 £000 £000 £000 £000

Falling due within one year: Trade debtors 52,941 32,873 – – Other debtors 4,729 5,564 1,289 1,255 Prepayments and accrued income 11,263 6,503 1,982 937 Deferred consideration receivable on sale of subsidiary undertakings 270 – – – Owed by Group undertakings – – 97,143 76,330 Dividend receivable – – 20,000 15,000

69,203 44,940 120,414 93,522 Falling due after more than one year: Deferred consideration receivable on sale of subsidiary undertakings 540 – – –

69,743 44,940 120,414 93,522

17 Creditors: amounts falling due within one year

Group Company 2000 1999 2000 1999 note £000 £000 £000 £000

Bank overdrafts 18 2,986 801 97 340 Short term bank loans 18 6,392 4,862 3,000 – Net obligations under finance leases 60 – 50 – Trade creditors 11,193 8,878 – – Corporation tax payable 7,127 5,744 – – Other taxes and social security costs 6,019 1,582 1,367 488 Deferred income and payments received on account 52,108 46,558 – – Other creditors and accruals 37,963 28,597 4,707 3,493 Owed to Group undertakings ––586,562 – Deferred consideration payable for purchase of subsidiary undertakings and businesses 4,821 3,526 – – Proposed dividend 5,951 5,462 5,951 5,462

134,620 106,010 601,734 9,783

Informa Annual report 2000 30 Informa notes Auditors Report 12/3/01 3:48 pm Page 31

18 Bank loans and overdrafts

Group Company 2000 1999 2000 1999 note £000 £000 £000 £000

Bank loans and overdrafts: Payments due after five years – – – – Payments due between two and five years 104,546 82,500 104,546 82,500 Payments due between one and two years – 5,531 – 5,511

104,546 88,031 104,546 88,011 Payments due within one year 17 9,378 5,663 3,097 340

113,924 93,694 107,643 88,351

Group Company 2000 1999 2000 1999 £000 £000 £000 £000

These are secured as follows: Amounts falling due within one year: Secured by guarantees from certain subsidiary companies 9,378 5,663 3,097 340 Amounts falling due after more than one year: Secured by guarantees from certain subsidiary companies 104,546 88,031 104,546 88,011

113,924 93,694 107,643 88,351

During the year the Group arranged a £200m multi-currency revolving facility which will expire in December 2005. There are no amortisations on the facility until June 2004. This facility replaced the existing £110m revolving facility. The finance charge relating to the early settlement of this debt is included in net interest payable in note 5. Other facilities are due to be repaid in 2001. Rates of interest are determined by current market rates. Further details of borrowings and financial liabilities are given in note 33.

19 Creditors: amounts falling due after more than one year – other creditors

Group Company 2000 1999 2000 1999 £000 £000 £000 £000

Deferred consideration payable for purchase of subsidiary undertakings and businesses 4,909 3,088 – – Net obligations under finance leases 110 – 63 –

5,019 3,088 63 –

Obligations under finance leases are due between two and five years.

20 Provisions for liabilities and charges

Group Property lease £000

At 1 January 2000 1,275 Provided in year 300 Utilised in year (901)

At 31 December 2000 674

The property lease provision represents the excess of rent payable by the Group on surplus property leases, less rent received via sub-leases, where these exist.

21Pensions

The Group operates, for their employees, a number of defined contribution schemes and a defined benefit scheme designed to provide benefits based on final pensionable salary. Details of these are given below. The assets of all schemes are held separately from those of Group companies.

A pension cost charge of £1,067,000 (1999: £514,000) represents contributions payable on all defined contribution schemes held by the combined Group.

The total pension cost for the funded defined benefit pension scheme was £1,393,000 (1999: £773,000). The pension cost is assessed on the basis of triennial valuations in accordance with the advice of an independent qualified actuary, using the attained age method. The latest actuarial valuation of the scheme was at 1 April 1999. The market value of the scheme’s assets at that date was £13,569,773. The funding level of the scheme on a discounted cashflow valuation basis was 83% at the date of the valuation. This deficiency is to be made good by additional contributions spread forward over future working lifetimes. The assumptions that have the most significant effect on the valuation are those relating to the rate of return on investments and the rates of increases in salaries and pensions. It was assumed that the real rate of return on investments would be 2% above index-linked gilt real yield per annum and that salary increases would average 4.0% per annum and that present and future pensions would increase in line with price inflation at 2.5% per annum. The Group contributes at an average rate of 13.7% of the contributory earnings of members and employees contribute at an average rate of 5%. The next actuarial valuation of this scheme is due to be carried out as at 1 April 2002.

Informa Annual report 2000 31 Informa notes Auditors Report 12/3/01 3:48 pm Page 32

Notes to the accounts continued

22 Minority interest

The minority interest is composed entirely of equity interests and represents the minority share of the Switzerland business.

23 Called up share capital

2000 1999 £000 £000

Authorised: 155,000,000 ordinary shares of 10p each 15,500 15,500

Allotted, called up and fully paid: 118,004,811 ordinary shares of 10p each 11,800 11,696

Shares with nominal value £63,000 (1999:£26,000) are held by Informa QUEST Limited and the Informa Employee Share Trust, as detailed in note 14.

Movements in share capital During the year the Company issued 564,714 shares with a nominal value of £57,000 as a result of the exercise of share options. The share premium arising on this was £594,000. In addition, during the year the Company issued 73,600 shares with a nominal value of £7,000 as a result of the exercise of share options of 0.639 pence. The value by which the special reserve has been reduced by this exercise is £10,000.

401,977 shares with a nominal value of £40,000 were issued in the year to Informa QUEST Limited. The share premium arising on this was £930,000.

Informa has share option schemes under which options have been granted to certain Informa employees.

At 31 December 2000 the following options to Informa employees and Directors were outstanding:

Executive Share Options Number of ordinary shares (options) Date of grant Price per share Date of exercise

22,400 Dec 96 0.639p Jun 99 to Dec 06 108,000 Apr 97 10.94p Apr 00 to May 07 193,308 Apr 97 201.5p Apr 00 to Apr 07 16,800 Oct 97 18.75p Oct 00 to Jan 08 290,580 Apr 98 273.05p Apr 01 to Apr 08 650,000 Aug 98 219p Aug 01 to Aug 08 191,650 Oct 98 241.02p Oct 01 to Sep 08 133,221 Apr 99 310.5p Apr 02 to Apr 09 291,364 (259,974 owned by Informa Employee Share Trust) Sep 99 401p Sep 02 to Sep 09 145,544 (All owned by Informa Employee Share Trust) Mar 00 825p Mar 03 to Mar 10 1,828,000 Apr 00 632.5p Apr 03 to Apr 10 219,500 Nov 00 753.5p Nov 03 to Nov 10

4,090,367

SAYE Share Options Number of ordinary shares (options) Date of grant Price per share Date of exercise

17,843 Jul 95 135.33p Sep 00 to Feb 01 142,759 May 98 270p May 01 to Nov 01 134,398 May 98 270p May 03 to Nov 03 216,287 Oct 98 194.01p Oct 01 to Mar 02 109,034 Apr 00 559p Apr 03 to Oct 03 41,096 Apr 00 559p Apr 05 to Oct 05

661,417

24 Reconciliations of movements in shareholders’ funds

Group Company 2000 1999 2000 1999 £000 £000 £000 £000

Profit for the financial year 21,207 11,366 212,349 7,361 Dividends (8,922) (7,800) (8,922) (7,800) Other recognised gains relating to the year 1,156 3,377 – – Goodwill reinstated on disposal – 1,189 – – New Capital subscribed in Informa 1,618 153 3,824 153 New Capital subscribed in IBC (prior to compulsory purchase) – 566 – –

Net additions to shareholders’ funds 15,059 8,851 207,251 (286) Opening shareholders’ funds (29,003) (37,854) 82,134 82,420

Closing shareholders’ funds (13,944) (29,003) 289,385 82,134

Of the new capital subscribed in the Group, £893,000 was for cash on the exercise of options and £725,000 arose from the issue of shares to QUEST (see note 14). The QUEST originally paid £3,176,000 for shares in the Company, and has since received £245,000 on the exercise of options. The Company received a further £648,000 directly from the exercise of options.

Informa Annual report 2000 32 Informa notes Auditors Report 12/3/01 3:48 pm Page 33

25 Reserves

Share Profit premium Special Other and loss account reserve reserve account Group note £000 £000 £000 £000

At 1 January 2000 65,409 12 37,398 (143,518) Exchange differences – – – 1,156 Retained profit for the year – – – 12,285 Issue of share capital 231,524 (10) – –

At 31 December 2000 66,933 2 37,398 (130,077)

The aggregate amount of goodwill written off against group reserves in respect of acquisitions prior to 1 January 1998, when ‘FRS 10: Goodwill and intangible assets’ was adopted, amounts to £41,298,000 (1999: £41,298,000).

Share Profit premium Special and loss account reserve account Company £000 £000 £000

At 1 January 2000 65,409 12 5,017 Retained profit for the year – – 203,427 Issue of share capital 3,730 (10) –

At 31 December 2000 69,139 2 208,444

Included in the profit and loss account of the Company at 31 December 2000 are undistributable reserves of £203,344,000. The unrealised profits arose from the disposal in the year of subsidiary undertakings to another group company at their market value.

The Company share premium account exceeds the Group share premium account to the extent that the subscription price of shares issued to the QUEST exceeds the future exercise prices receivable from option holders.

26 Contingent liabilities and financial commitments

Group The Group had no contingent liabilities at 31 December 2000 other than those referred to in note 30 (31 December 1999: nil). At 31 December 2000 the Group was committed to making the following payments during the next year in respect of operating leases:

2000 1999 Land and Land and buildings Other buildings Other £000 £000 £000 £000

Leases which expire: Within one year 195 20 19355 Between two and five years 1,044 143 823198 After five years 3,193 – 3,099 4

4,432 163 4,115 257

2000 1999 Group £000 £000

Outstanding contracts placed 197 –

Company At 31 December 2000 the Company was committed to making annual payments of £60,000 on leases of land and buildings expiring within one year (1999: £nil) and £615,000 on leases of land and buildings expiring after more than five years (1999: £nil). The Company had no contingent liabilities at 31 December 2000 (1999: £nil).

27 Reconciliation of operating profit to net cash inflow from operating activities

2000 1999 Group £000 £000

Operating profit 40,911 27,680 Depreciation charges 4,304 3,197 Amortisation of goodwill 5,900 2,313 Loss on sale of tangible fixed assets 27 28 (Increase)/decrease in stocks (1,356) 89 Increase in debtors (20,549) (7,902) Increase in creditors 17,274 5,137 Other operating items (37) 185

Net cash inflow from operating activities 46,474 30,727

Informa Annual report 2000 33 Informa notes Auditors Report 12/3/01 3:48 pm Page 34

Notes to the accounts continued

28 Analysis of changes in cash during the year

2000 1999 Group £000 £000

Balance at 1 January 5,096 4,480 Net cash (outflow)/inflow before foreign exchange movements (2,094) 868 Effect of foreign exchange movements 45 (252)

Balance at 31 December 3,047 5,096

29 Analysis of net debt

2000 Cash Exchange 2000 At 1 Jan flow movement At 31 Dec Group £000 £000 £000 £000

Cash at bank and in hand 5,096 (2,094) 45 3,047 Overdrafts (801) (2,185) – (2,986)

4,295 (4,279) 45 61 Bank loans due in less than one year (4,862) (1,530) – (6,392) Loan notes due in less than one year (1,643) 1,568 – (75) Bank loans due after one year (88,031) (17,096) 581 (104,546) Loan notes due after one year (1,099) 670 – (429)

Total (91,340) (20,667) 626 (111,381)

The loan notes are due as deferred consideration on the purchase of MRC. This debt is included in the deferred consideration creditor in notes 17 and 19, and £2,238,000 was paid during the year.

30 Purchase of subsidiary undertakings

Current year Prior year acquisitions acquisitions 2000 1999 £000 £000 £000 £000

Net assets assumed: Intangible fixed assets –––1,302 Tangible fixed assets 192 – 192 252 Deferred income provision (1,516) – (1,516) (1,735) Net other current assets 792 – 792 121 Net cash balances acquired 1,052 – 1,052 257

520 – 520 197 Fair value adjustments (668) – (668) (2,184)

(148) – (148) (1,987) Goodwill 28,700 150 28,850 13,416 Accrued acquisition related expenses (519) – (519) –

Total consideration payable 28,033 150 28,183 11,429 Movement on provision for deferred consideration (7,371) 130 (7,241) (3,128)

Satisfied by cash 20,662 280 20,942 8,301 Less: cash acquired (1,052) – (1,052) (257)

Net cash consideration 19,610 280 19,890 8,044 Deferred consideration paid – 1,747 1,747 652 Cash paid re fair value adjustments –––212

Cash paid on purchase of subsidiary undertakings 19,610 2,027 21,637 8,908

The acquisitions were EBC Denmark, Bisys Research Services Inc, Opleiding en Ontwikkeling (‘O&O’), Auscom Publishing Pty Ltd and the remaining 60% holding in Fiscaal up to Date BV.

Fair value adjustments of £67,000 were made against EBC Denmark to write off fixed assets deemed to have nil value and to achieve consistency of accounting policies. Adjustments of £31,000 were made against Bisys Research Services Inc for the valuation of its fixed assets, writing off of irrecoverable debts and to align accounting policies. Fair value adjustments of £23,000 were made on the purchase of O&O to write off current assets in line with group policy. Upon the acquisition of Auscom Publishing Pty Ltd an adjustment of £125,000 was made to current liabilities and assets to restate the balances to their recoverable amounts. Fair value adjustments of £422,000 were made on the purchase of 60% of Fiscaal up to Date BV, being the waiver of debts with the vendor.

The goodwill adjustments to prior period acquisitions are £150,000. Additional deferred consideration of £280,000 became payable to the vendors of BML and a credit of £130,000 reducing the deferred consideration payable for Linkraven Limited. Deferred consideration payments in the period totalling £1,747,000 were made in respect of the prior year acquisitions of Linkraven Limited, BML, Neil Stewart Associates, Freiberg Publications Inc and Washington Policy and Analysis.

Deferred consideration provisions totalling £7,371,000 were made in respect of the acquisition of O&O. The level of deferred consideration is principally determined by specified levels of operating profit being achieved in the financial periods up to December 2005. The figure included in the table above represents the best estimate of deferred consideration that will become payable on this investment. The maximum amount payable is Dfl 100 million (£27.9m).

Informa Annual report 2000 34 Informa notes Auditors Report 12/3/01 3:48 pm Page 35

31Purchase of businesses

Current year Prior year acquisitions acquisitions 2000 1999 £000 £000 £000 £000

Net liabilities assumed: Deferred income provision (223) – (223) (4,473) Net other current assets ––– 608

(223) – (223) (3,865) Fair value adjustments 2 (691) (689) (2,105)

(221) (691) (912) (5,970) Goodwill 8,899 425 9,324 53,603 Accrued acquisition related expenses –––(1,595) Prior year acquisition related expensed paid – 1,376 1,376 – Movement on provision for deferred consideration –9494 –

Total consideration payable 8,678 1,204 9,882 46,038 Deferred consideration paid in respect of prior year acquisitions – 276 276 54 Net cash paid re fair value adjustments – 392 392 –

Satisfied by cash (including prior year acquisitions) 8,678 1,872 10,550 46,092

The acquisitions in the year were Seafood International magazine from Quantum Publishing and a portfolio of titles and exhibitions from IIR Limited.

Fair value adjustments were made to both acquisitions to restate deferred liabilities to achieve consistency of accounting policies.

The fair value adjustment made against prior year acquisitions of £691,000 was in respect of the portfolio of titles purchased from the Financial Times and was made to restate specific current assets in line with Informa group policy. A sum of £392,000 was deducted from debt receivable from the Financial Times Group in consideration for assets received under the purchase contract. The goodwill adjustment relating to the prior year acquisitions of £425,000 includes the net effect of this adjustment (£299,000) and a further £170,000 of adjustments relating to the Financial Times portfolio and an additional £50,000 of adjustments to other acquisitions. This has been partially offset by a reduction of £94,000 to the deferred consideration payable for the purchases of titles from Chandler International.

Deferred consideration payments in the year totalling £276,000 were made in respect of the titles from Chandler International.

32 Disposal of subsidiary undertakings and businesses

During the year the Group disposed of its holding in an Australian business, Corporation Builders, in return for a 2% investment in the stock of Millhouse IAG Ltd. The goodwill at the date of disposal was £425,000. Neither a profit nor a loss was made on this disposal.

The Group sold its interest in the DataTrain Institute to management for £884,000. Cash consideration received was £74,000, and the remaining balance will be received in even staged payments over the next three years. There was no associated goodwill. The sale price was equivalent to the net asset value of the business and so neither a profit nor a loss was made. The net assets acquired by the purchasers included £213,000 cash.

Also during the year a selection of publishing titles were sold for £100,000. There was no goodwill associated with these titles.

Informa Annual report 2000 35 Informa notes Auditors Report 12/3/01 3:48 pm Page 36

Notes to the accounts continued

33 Financial Risk Management

Treasury Policy The Board set the Group’s treasury policy to ensure that it has adequate financial resources to develop the Group’s businesses and to manage the currency and interest risks to which the Group is exposed. The Group’s policy is not to enter into speculative transactions.

Group Treasury acts as a service centre operating under the clearly defined regulation of the Board.

Funding and deposit management: The Group primarily borrows at short term variable rates under its syndicated loan facility. In order to minimise interest costs, foreign currency borrowings are utilised to the extent that they can be hedged internally to the Group. Cash pooling arrangements have been made in sterling, eurozone currencies and US dollars to maximise the interest receivable on surplus working capital. The Group monitors the distribution of its cash assets, borrowings and facilities so as to control exposure to the relative performance of any particular territory, currency or institution.

Currency risk management: Foreign currency borrowings are effectively hedged against foreign currency investments. The Group does not hedge its forward currency transaction exposure. The revenue and expenditure of the Group’s business units is generally matched in the local currency, limiting such exposure.

Interest rate risk management: The Group policy allows the fixing of that proportion of debt that is deemed to be sufficiently certain in the long term. Currently Euro 25,000,000 of debt is fixed under an interest rate swap agreement at 3.11% until 2002. The gains or losses on this derivative instrument are taken as and when they occur and yielded a profit of £165,000 in the year (1999: loss £32,000) which is dealt with as a component of interest payable.

Short-term debtors and creditors that meet the definition of a financial asset or liability under FRS13 have been excluded from all numerical disclosures in this note except for the the analysis of net currency exposure.

i) Fair values of financial instruments used for risk management The fair value is defined as the amount at which a financial instrument could be exchanged in an arm’s length transaction between informed and willing parties, and is calculated by reference to market rates discounted to current value. Where market values are not available, fair values have been calculated by discounting cash flows at prevailing interest rates.

The fair value of financial instruments at 31 December 2000 was:

2000 2000 1999 1999 Book value Fair value Book value Fair value £000 £000 £000 £000

Primary financial instruments held or issued to finance the Group’s operations Overdrafts (2,986) (2,986) (801) (801) Short-term borrowings and current portion of long-term borrowings (6,467) (6,467) (6,505) (6,505) Long-term borrowings (104,975) (104,975) (89,130) (89,130) Cash deposits 3,047 3,047 5,096 5,096 Other financial assets 1,008 1,008 –– Other financial liabilities (4,590) (3,844) ––

Derivative financial instruments held to manage the interest rate profile Interest rate swaps and similar instruments (212) 138 (237) 275

Included in the above borrowings is £504,000 of loan notes (1999: £2,742,000).

The carrying value of primary financial instruments approximates to fair value due to the short maturity of the instruments or because they bear interest at rates appropriate to market. The book value of fixed asset investments approximates to the fair value, being the estimated sale proceeds.

Informa Annual report 2000 36 Informa notes Auditors Report 12/3/01 3:48 pm Page 37

33 Financial Risk Management continued

ii) Interest rate exposure of financial assets and liabilities The interest rate exposure of the financial assets and liabilities of the Group as at 31 December 2000 was:

Financial assets Financial liabilities Net financial Non- Non- assets/ Floating interest Floating interest liabilities rate bearing Total Fixed rate rate bearing Total Total £000 £000 £000 £000 £000 £000 £000 £000

Sterling 528 40 568 (111) (54,030) – (54,141) (53,573) US Dollar 789 580 1,369 – (1,681) – (1,681) (312) Euro and Eurozone currencies 424 71 495 (15,647) (43,209) (4,479) (63,335) (62,840) Other European currencies 402 – 402 – (54) – (54) 348 Other worldwide currencies 625 596 1,221 – (19) – (19) 1,202

2,768 1,287 4,055 (15,758) (98,993) (4,479) (119,230) (115,175)

Of which: Cash and deposits 3,047 – 3,047 Gross borrowings – (114,428) (114,428) Derivative financial instruments – (212) (212) Other financial assets 1,008 – 1,008 Other financial liabilities – (4,590) (4,590)

4,055 (119,230) (115,175)

The interest rate exposure of the financial assets and liabilities of the Group as at 31 December 1999 was:

Financial assets Financial liabilities Net financial Non- assets/ Floating interest Floating liabilities rate bearing Total Fixed rate rate Total Total £000 £000 £000 £000 £000 £000 £000

Sterling 512 – 512 (2,741) (67,038) (69,779) (69,267) US Dollar 2,640 – 2,640 – (883) (883) 1,757 Euro and Eurozone currencies 625 183808 (15,917) (10,094)(25,203) (26,011) Other European currencies 428 – 428 – – – 428 Other worldwide currencies 708 – 708 – – – 708

4,9131835,096 (18,658) (78,015) (96,673) (91,577)

Of which: Cash and deposits 5,096 – 5,096 Gross borrowings – (96,436) (96,436) Derivative financial instruments – (237) (237)

5,096 (96,673) (91,577)

Floating rate financial assets attract interest based on relevant national LIBID equivalents. Cash deposits include deposits on money market at daily and monthly rates. The period until maturity for cash balances on which no interest is received fluctuates daily reflecting working capital requirements. The non-interest bearing financial assets also comprise fixed asset investments, of which the group does not currently intend to dispose, and debtors, for which the cash is due to be received by 2003. There are no financial assets attracting a fixed rate of interest.

The interest rate profile of fixed rate financial liabilities and the weighted average maturity period of interest-free financial liabilities are analysed below:

2000 1999

Weighted Weighted Weighted average Weighted average average Weighted interest average years to interest average rate of years for maturity for rate of years for fixed rate which rate non-interest fixed rate which rate liabilities is fixed liabilities liabilities is fixed % years years % years

Sterling 4.45 3.13 – 5.76 0.50 Euro 3.11 1.50 5.00 3.11 2.50

Weighted average 3.12 1.51 5.00 3.50 2.14

The floating rate borrowings bear interest at relevant national LIBOR equivalents.

Informa Annual report 2000 37 Informa notes Auditors Report 12/3/01 3:48 pm Page 38

Notes to the accounts continued

33 Financial Risk Management continued iii) Currency exposure of financial assets and liabilities

The table below shows the net unhedged monetary assets and liabilities of Group companies at 31 December 2000 that are not denominated in their functional currency and therefore give rise to exchange gains and losses in the profit and loss account.

2000 1999 Net foreign currency monetary assets/(liabilities) £000 £000

Sterling US Dollar Euro Other Total Sterling US Dollar Euro Other Total

Functional currency of Group operation Sterling – 1,701 (6) 523 2,218 – 1,936 (196) 62 1,802 US Dollar ––––– ––––– Euro (2,700) (886) – – (3,586) (4,000) (872) – – (4,872) Other 75 1,069 – – 1,144 – 806 – – 806

(2,625) 1,884 (6) 523 (224) (4,000) 1,870 (196) 62 (2,264)

iv) Maturity of financial liabilities The maturity profile of the Group’s financial liabilities at 31 December 2000 was as follows:

2000 1999 £000 £000

In one year or less, or on demand (9,453) (7,306) In more than one year but not more than two years (3,037) (6,630) In more than two years but not more than five years (106,740) (82,737) In more than five years – –

(119,230) (96,673)

v) Borrowing facilities The Group has various borrowing facilities available to it.

The undrawn committed facilities available at 31 December 2000 in respect of which all conditions precedent had been met at that date were as follows:

2000 1999 £000 £000

Expiring in one year or less 14,426 7,363 Expiring in more than one year but not more than two years – – Expiring in more than two years 95,454 21,989

109,880 29,352

34 The Euro

The Group has significant operations within the European Union. The implications of the introduction of the Euro are currently being considered by a working party within the Group. The general scope of the working party includes preparing business systems for trading in Euros and examining the need to convert accounting systems of the Group companies in the common currency area from their national currencies to the Euro, looking at the benefit of the elimination of exchange rate risk (within the common currency area), and training and human resource issues. The Group is also examining how key business partners prepare for the introduction of the Euro. In the short term, the Group does not expect the costs or benefits from the introduction of the Euro to have a material effect on trading performance.

35 Post balance sheet event

Since the year end the Group has made one significant acquisition. MCM Group Inc. was purchased for a consideration of £30.6 million.

Informa Annual report 2000 38 Auditor’s report for PDF 12/3/01 4:10 pm Page 1

Auditors’ report to the members of Informa Group Plc

We have audited the financial statements of Informa Group plc which comprise the consolidated profit and loss account, the consolidated balance sheet, the consolidated cash flow statement, the consolidated statement of total recognised gains and losses and notes 1 to 35.

Respective responsibilities of directors and auditors The directors are responsible for preparing the Annual Report. As described in the Statement of Directors’ Responsibilities, this includes responsibility for preparing the financial statements in accordance with applicable United Kingdom law and accounting standards. Our responsibilities, as independent auditors, are established in the United Kingdom by statute, the Auditing Practices Board, the Listing Rules of the Financial Services Authority, and by our profession’s ethical guidance.

We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in accordance with the Companies Act. We also report to you if, in our opinion, the directors’ report is not consistent with the financial statements, if the company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law or the Listing Rules regarding directors’ remuneration and transactions with the group is not disclosed.

We review whether the corporate governance statement reflects the company’s compliance with the seven provisions of the Combined Code specified for our review by the Financial Services Authority, and we report if it does not. We are not required to consider whether the board’s statements on internal control cover all risks and controls, or form an opinion on the effectiveness of the group’s corporate governance procedures or its risk and control procedures.

We read the other information contained in the Annual Report and consider whether it is consistent with the audited financial statements. This other information comprises only the directors’ report, the chairman’s statement, the operating and financial review and the corporate governance statement. We consider the implications for our report if we become aware of any apparent misstatements or material inconsistencies with the financial statements. Our responsibilities do not extend to any other information.

Basis of audit opinion We conducted our audit in accordance with Auditing Standards issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the group’s circumstances, consistently applied and adequately disclosed.

We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements.

Opinion In our opinion the financial statements give a true and fair view of the state of affairs of the company and the group as at… and of the profit [loss] of the group for the year then ended and have been properly prepared in accordance with the Companies Act 1985.

KPMG Audit Plc Chartered Accountants Registered Auditor London

6 March 2001

The following notes should be included in the web page incorporating the audit report:

Notes

1 The maintenance and integrity of the Informa Group plc web site is the responsibility of the directors; the work carried out by the auditors does not involve consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred to the financial statements or audit report since they were initially presented on the web site.

2 Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Informa Annual report 2000 Informa notes Auditors Report 12/3/01 3:48 pm Page 40

Board of Directors

1 2 3 Peter Rigby David Gilbertson Jim Wilkinson

Chairman, aged 45 Chief Executive, aged 44 Finance Director, aged 35 After qualifying as an accountant Peter David Gilbertson has some 22 years’ Jim Wilkinson joined IBC in 1994 after Rigby joined Metal Box. In 1981 he experience in the information industry eight years with Deloitte and Touche in moved into the media industry joining having held editorial and management London and South Africa. Appointed Book Club Associates which was the positions with Metal Bulletin, Reuters Financial Controller of IBC’s UK joint venture between W.H. Smith and and Reed Elsevier. He joined Lloyd’s of publishing division, he subsequently Doubleday. In 1983 he joined Stonehart London Press in 1987 as Editor of became responsible for the group’s Publications which was acquired by IBC Lloyd’s List, joining the LLP Board in operations in South Africa, Singapore in 1986. After two years as Finance 1992. He was a member of the and Australia. In 1997 he was appointed Director he was appointed Deputy Chief management buy-out team which Deputy Finance Director, becoming Executive and later Chief Executive, bought LLP from Lloyd’s of London in Finance Director a year later. and led the expansion of the group into 1995, becoming Chief Executive in North America, Asia and Australia. He 1997. He took the company to flotation became Chairman of Informa at the on the Stock Exchange in early 1998 inception of the company following the and became Chief Executive of Informa merger of IBC and LLP. following the merger with IBC.

3

1

2

Informa Annual report 2000 40 Informa notes Auditors Report 12/3/01 3:48 pm Page 41

4 5 6 Richard Hooper*† Eric Barton*† Sean Watson*†

Non-Executive Director, aged 61 Non-Executive Director and chairman Non-Executive Director, aged 52 Richard Hooper became a Director of of the audit committee, aged 55 Sean Watson is a solicitor and a Senior LLP in December 1997 and became the Eric Barton became a Director of LLP Corporate Finance Partner at CMS senior Non-Executive Director on the in December 1995 and continued as Cameron McKenna. He has extensive Informa Board following the merger. a Non-Executive Director on the Board experience in all areas of corporate He has 25 years’ experience in the of Informa after the merger. He was finance and had been a long-standing information industry. He was a Non- a Director of 3i plc, the venture capital adviser to Informa. He was appointed Executive Director of MAI plc and then group, from 1986 to 1999 and is to the Board in May 2000. United News and Media plc from currently a Non-Executive Director of November 1993 to May 1997. In August Morse plc, Telecity plc, Asco plc and 1997, he became Chairman of IMS Blue Sky Networks Ltd. Group plc. He is the Chair of the Radio Authority which regulates all non-BBC radio in the UK. He is also a Non- Executive Director of Superscape plc.

5 * Member of the Audit committee

† Member of the Remuneration and Nominations committee 4

6

Informa Annual report 2000 41 Informa notes Auditors Report 12/3/01 3:48 pm Page 42

Directors’ report

The Directors present their annual report and audited financial statements for the year ended 31 December 2000.

Principal activities Informa provides business information and education through multiple distribution channels.

Review of activities The business and future developments of the Group are outlined in the Chairman’s letter on page 3, the Chief Executive’s review on pages 4 to 10, the Review of global operations on pages 11 to 15 and the Financial review on pages 16 to 17.

Results and dividends The results for the year are shown in the consolidated profit and loss account on page 18 and the related notes. The Directors recommend the payment of a final dividend of 5.07p per share which, if approved at the Annual General Meeting, will be paid on 29 May 2001 to shareholders whose names are on the register of members on 27 April 2001, and which makes a total of 7.6p per share for the year.

Going concern After reviewing the Group’s budget for 2001 and its medium-term plans, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Therefore they continue to adopt a going concern basis in preparing the accounts.

The Directors who have served on the Board of the Company during the year are:

P S Rigby R Hooper D S Gilbertson S Watson (Appointed 24 May 2000) J H Wilkinson E A Barton D M de Groot (Resigned 24 May 2000)

Directors’ interests Directors’ interests as at 31st December 2000 were:

2000 1st January 2000 or date of 31st Ordinary shares appointment Acquired Sold December

P S Rigby 429,323 12,745 – 442,068 D S Gilbertson 490,000 – (40,000) 450,000 J H Wilkinson 500 – – 500 E A Barton 7,500 – – 7,500 R Hooper 6,508 – – 6,508 S Watson ––––

Weighted 2000 2000 average 1st 31st exercise Options January Granted Exercised December price

P S Rigby 110,185 54,005 (12,745) 151,445 543.98p D S Gilbertson 200,362 46,000 – 246,362 384.40p J H Wilkinson 92,407 27,272 – 119,679 449.41p

The share options granted in the year have an exercise price of 825p, are exercisable between March 2003 and March 2010 and are subject to performance conditions.

The 12,745 share options exercised by Mr P S Rigby had an exercise price of 135.33p. The market price of the shares at the date of exercise was 820p.

The Company’s register of Directors’ interests contains full details of Directors’ shareholdings and options to subscribe.

Since 31st December none of the Directors have sold or acquired additional shares in the Company.

Informa Annual report 2000 42 Informa notes Auditors Report 12/3/01 3:48 pm Page 43

Mr S M Watson who was appointed a Director at a board meeting on 24 May 2000 retires from the board, in accordance with the Company’s articles of association, and being eligible offers himself for appointment. Biographical details of all directors of the Company are set out on pages 40 and 41.

The Company has a contract with CMS Cameron McKenna for the provision of services of Mr S M Watson as a director of the Company for an initial period of one year from 24 May 2000 and thereafter continuing by agreement between the Board and Mr S M Watson on an annual basis, subject to re-election.

Share capital Details of the share capital are set out in note 23. As at 16 February 2001 notifications of interests at or above 3% in the issued share capital of the Company have been received from the following:

Henderson Investors 15.15% Lloyd’s TSB Group 6.02% FMR Corp. Fidelity International Limited 5.93% Aegon UK 4.72% CGNU 3.13%

The market price of the Company’s shares on 31 December 2000 was 600p and ranged from 574p to 830p in the year to 31 December 2000.

Annual General Meeting

The Directors have convened the Fifth Annual General Meeting of the Company to be held at The Cafe Royal, 68 Regent Street, London W1R 6EL on Wednesday, 23May 2001 at 4.00pm.

Increase of share capital An ordinary resolution will be put to shareholders pursuant to section 121 of the Companies Act 1985 to increase the authorised share capital of the Company. The resolution proposes an increase of the existing authorised share capital to £16,000,000. The increase will become effective on the passing of resolution 5 set out in the notice of the Annual General Meeting on page 48 of this document.

Renewal of authority to allot shares An ordinary resolution will be put to shareholders pursuant to section 80 of the Companies Act 1985 in order to renew the Directors’ authority relating to the issue and allotment of relevant securities. Directors will be able to issue relevant securities up to an aggregate of £4,327,137, including an amount allowing for the allotment of shares on the exercise of options, the aggregate amount representing approximately 36.67% of the issued ordinary share capital of the Company at the date of this document. This authority becomes effective on the passing of resolution 6 set out in the notice of the Annual General Meeting on page 48 of this document and expires on 22 May 2006.

Disapplication of pre-emption rights A special resolution will be put to shareholders pursuant to section 95 of the Companies Act 1985 to issue equity securities wholly for cash without first offering them to existing shareholders in proportion to their shareholdings. The limit on the nominal value of ordinary shares which may be so issued by the Directors is £590,046 and represents 5% of the issued ordinary share capital of the Company at the date of this document. This power becomes effective on the passing of resolution 7 set out in the notice of the Annual General Meeting on page 48 of this document and expires on the date of the 2002 Annual General Meeting or 22 August 2002, whichever is earlier.

Market purchases of own shares A special resolution will be put to shareholders pursuant to section 166 of the Companies Act 1985 to grant the Company general authority to make market purchases of ordinary shares of the Company. The limit on the number of ordinary shares that may be so purchased pursuant to this authority will be 11,800,913 which represents 10% of its issued share capital. The maximum price which the Company will be authorised to pay for any ordinary shares purchased pursuant to this authority will be an amount equal to 105% of the average of the middle market prices shown in the quotations for the Company’s ordinary shares in the Official List of the UK Listing Authority for the five business days immediately preceding the date on which those ordinary shares are purchased, and the minimum price which may be paid for any such ordinary shares shall be the nominal value of those shares (in each case exclusive of expenses payable by the Company). This authority becomes effective on the passing of resolution 8 set out in the notice of the Annual General Meeting on page 48 of this document and expires on 22 November 2002 or, if earlier, at the conclusion of the next Annual General Meeting of the Company. The Directors do not have any present intention of exercising this authority.

Amendment to the terms of the Informa Discretionary Option Scheme An ordinary resolution will be put to shareholders to amend the terms of the Informa Discretionary Option Scheme as it applies to Dutch and US employees of Informa. It is proposed that the amendments will take effect in relation to options previously granted to Dutch employees in April 2000 and November 2000 and in relation to options which may be granted to US or Dutch staff in the future. See page 48 of this document for further details of the proposed amendments.

Informa Annual report 2000 43 Informa notes Auditors Report 12/3/01 3:48 pm Page 44

Directors’ report continued

Corporate governance report

In accordance with the Listing rules of the UK Listing Authority the following statement sets out how the Board has applied the principles of the Combined Code. The Board has complied with the provisions of the Combined Code throughout the year, except as detailed below.

Directors The Board is responsible for the leadership and control of the Company and met regularly through the year to discuss information received and decide on matters of policy, strategy and performance. There were six meetings of the full Board during the period. In addition where necessary the approved sub-committees for the Board met between meetings on an ad hoc basis.

In the prior year the Board did not have an up-to-date formal schedule of matters reserved for its consideration contrary to the code requirements. During the year this was drafted and subsequently approved by the Board on 26 July 2000.

Directors are elected based on their level of competence and experience and have access to professional advice in carrying out their duties. Directors also have access to training courses, to ensure their knowledge is up-to-date and their skills developed as required. No training activities have been carried out during the period. The Company Secretary is responsible for ensuring that new Directors receive appropriate training.

On 24 May 2000, Mr D Lodge resigned as Company Secretary and Mr P Miller was appointed to the position.

Throughout the period all Directors have access to the services of the Company Secretary, who is normally present at Board meetings and is responsible for ensuring that the Directors receive relevant, timely information. There is a procedure for Directors to take independent advice in the course of their duties, if considered appropriate, at the Company’s expense.

The Company maintains a clear division of roles at the Board level with the Chairman being separate from the CEO. The composition of the Board throughout the period has represented a balance between Executive and Non-Executive elements, with three Executive and three Non-Executive Directors.

On 24 May 2000 Mr D de Groot retired from his position as Non-Executive Director. The Board had already identified Mr S Watson, a senior partner at the law firm CMS Cameron McKenna, as an individual of suitable experience to join the Board as a Non-Executive Director and he was appointed on the same day. Mr S Watson was also appointed to the Audit and Remuneration and Nominations Committees. Prior to his retirement Mr D de Groot held positions on both committees.

All of the Non-Executive Directors who held positions during the year are considered by the board to be independent within the meaning of the Code. The senior Non-Executive Director is Mr R Hooper. Biographical details of the Non-Executive Directors can be found on page 41.

There are formal procedures for the appointment, election and re-election of Directors. All Non-Executive Directors are appointed on a one year contract subject to re-election. Since 1 January 2000, all directors contracts have notice periods of twelve months and provide for any Director in office for more than 30 months be subject to re-election.

Remuneration and Nominations The Remuneration and Nominations Committee consists of the three Non-Executive Directors as described above and determines on behalf of the board the company’s policy on Executive Directors’ remuneration according to written terms of reference.

During the year the committee has met three times.

The remuneration policy provides for a competitive compensation package which reflects the Company’s performance against financial objectives and personal performance criteria. It rewards above average performance and is designed to attract, retain and motivate high calibre executives. The remuneration packages are also designed to compete with other international business information providers. Details of the packages can be found on pages 45 and 46.

Fees for Non-Executive Directors are determined by the Executive Directors with regard to the time, responsibilities and experience of the individual concerned.

Relations with shareholders The Board recognises the importance of regular dialogue with the shareholders as a means of communicating the Company’s direction and strategy and to respond to their concerns. All shareholders are invited to the AGM at which the annual report is presented and Directors, including the chairmen of the Audit and Remuneration and Nominations Committees, are present to answer any questions that may arise. The number of proxy votes received for and against each resolution is disclosed at the AGM and a separate resolution is proposed on each separate item.

In addition to the preliminary and interim results presentations and the Annual General Meeting, a series of meetings between institutional shareholders and Executive Directors are held throughout the year. Financial and other information about the company is available on the Company’s web site.

Accountability and audit The Board’s assessment of the Company’s position and prospects is set out in the main body of the report on pages 1 to 17.

The Audit Committee consist of the Non-Executive Directors and has written terms of reference detailing its authority and duties. The Audit Committee is responsible for considering the adequacy and effectiveness of the internal controls and risk assurance function, reviewing the scope and conclusions of the work performed by the external auditors and reviewing the financial statements and related policies. The committee has met twice during the period.

Informa Annual report 2000 44 Informa notes Auditors Report 12/3/01 3:48 pm Page 45

Internal control The Directors are responsible for the effectiveness of the Group’s system of internal controls. However, such a system is designed to manage rather than eliminate the risk of failure to achieve business objectives, and can only provide reasonable and not absolute assurance against material misstatement.

In the prior year the Board took advantage of the UK Listing Authority’s transition rules in relation to the Turnbull guidance issued by the ICAEW. An on-going process, in accordance with the guidance of the Turnbull committee on internal controls, has been established for identifying, evaluating and managing risks faced by the Group. As noted in the prior year, this process was implemented during 2000, such that the Group can comply with the Turnbull guidance for a full year for the accounting period ending on 31 December 2001.

The Board has updated the risk review it initiated during the previous year to reflect the current risks the Group faces. The internal audit function has assisted in confirming the controls mitigating these risks to an acceptable level.

During 2000 the monitoring of financial controls was carried out by the internal audit function and results reported to the Audit Committee and Board. The Directors obtained assurance directly from each business unit on non-financial controls. In addition, during 2000 the role of the internal audit function was expanded to include the monitoring of non-financial controls to supplement the existing process. The Board is committed to risk management and the benefits that it can bring and going forward will strive to further embed this within the Group.

Any significant control weaknesses identified are brought to the attention of the board on a timely basis and investigated by management, assisted by the internal audit function. Any action taken is reviewed and approved by the Audit Committee and the results reported to the Board.

Directors’ remuneration

Basic salary and benefits These reflect the scope and market value of job responsibilities and the sustained level of individual performance. A company car and private health cover is also provided in certain cases.

2000 1999 2000 1999 2000 1999 2000 1999 2000 1999 Salaries Benefits note and fees Bonus in kind Total Pensions

Executive directors D S Gilbertson 253,000 220,000 253,000 220,000 9,043 7,571 515,043 447,571 – – P S Rigby 306,173 250,000 287,500 250,000 45,112 15,797 638,785 515,797 71,875 62,500 J H Wilkinson 150,780 125,000 150,000 125,000 10,948 8,967 311,728 258,967 37,500 31,250 J J H Haines – 123,141 – 30,000 – – – 153,141 – – P J Miller – 75,000 – 75,000 – 7,314 – 157,314 – – J van Lotringen – 147,692 – 329,185 – 11,197 – 488,074 – – S Warshaw 2 – 137,423 – – – 1,240 – 505,943 – – R I Wyles – 141,032 – 407,639 – 11,857 – 560,528 – – Non-executive directors E A Barton 25,000 20,000 – – – – 25,000 20,000 – – D M de Groot 1 10,417 27,446 – – – – 10,417 27,446 – – R Hooper 25,000 25,000 – – – – 25,000 25,000 – – S Watson 11,667 – – – – – 11,667 – – – Lord Rees-Mogg – 34,649 – – – – – 34,649 – – S M Wallis – 50,000 – – – – – 50,000 – –

782,037 1,376,383 690,500 1,436,824 65,103 63,943 1,537,640 3,244,430 109,375 93,750

1 The table above represents emoluments paid up to the date of resignation from the Group Board. 2 Total emoluments in 1999 to Mr S Warshaw includes £367,280 paid as compensation for loss of office.

Informa Annual report 2000 45 Informa notes Auditors Report 12/3/01 3:48 pm Page 46

Directors’ report continued

Pensions Pension and life assurance benefits are provided for Executive Directors. These benefits are provided through tax-approved schemes.

The Group makes a pension contribution of 25% of base salary for the three Executive Directors.

Mr Gilbertson has a final salary pension scheme, details of which are as follows: the annual pension entitlement on retirement date if he had left the Group at the end of 2000 was £40,126. The increase in the annual pension entitlement over the year (excluding inflationary elements) was £22,220. The year-end capital transfer value of the increase in accrued pension entitlement net of the members’ contributions was £217,700.

Performance-related bonus arrangements The Executive Directors have the opportunity to earn bonuses of up to 100% of salary subject to the achievement of criteria set by the Remuneration committee. 80% of bonus is linked to an increase in adjusted earnings per share on a graduated scale and the remaining 20% is subject to the achievement of personal objectives.

Share option schemes For details of Directors’ share options, please refer to the table in the Directors’ report on page 42.

The Company has a number of Share Option Schemes: a) IBC Executive Share Option Scheme. IBC Group 1995 scheme was Inland Revenue approved. Options granted under this scheme are exercisable between three and ten years from date of grant only if pre-set performance criteria are satisfied.

b) IBC Savings Related Option Scheme. IBC Group Savings Related was an Inland Revenue approved scheme. The scheme was open to all UK employees of the IBC Group including Directors on equal terms. Grants made under the scheme were for both three-and-five year terms.

No further grants can be made under either of the above schemes.

c) LLP Group Pre Flotation Executive Option Scheme. LLP Group 1996 Executive Share Option Scheme is Inland Revenue approved. The scheme was established prior to the flotation of LLP and grants were made to Directors and selected staff of LLP. No further grants can be made under this scheme.

d) Informa Savings Related Option Scheme. The scheme, which is an Inland Revenue Approved Savings Related Share Option Scheme, has three and five year sections and is open to all UK employees, including Directors, on equal terms. Grants made under the scheme during the year were:

i) In April 2000, 174,533 options were granted, of which 125,593 were for a three year scheme and 48,940 were for a five year scheme, at an exercise price of 559p. 24,403 options lapsed in the year due to resignations or participants leaving the scheme, of which 16,559 lapsed in the three year scheme and 7,844 lapsed in the five year scheme.

On 8 November 1999 the company established an employees’ share scheme which is a Qualifying Employee Ownership Trust (QUEST) that encourages and facilitates the acquisition and holding of shares in the company by, and for the benefit of, the employees and certain former employees of the company and other companies within the group. On 20 March 2000 401,977 shares were allocated to QUEST at an aggregate subscription price of 790p, being an amount equivalent to the market value of an ordinary share, to satisfy SAYE share options when they are exercised. As at 31 December 2000 178,467 shares had been transferred to staff to satisfy the exercise of SAYE options.

e) Informa Discretionary Option Scheme. This scheme has two sections – section A which is Inland Revenue approved and section B which is unapproved. Options may be granted under the scheme which are to be satisfied by the issue of new shares by the company or may be granted over shares already in issue. Grants made under the scheme during the year were:

i) In April 2000 a grant totalling 1,845,500 shares was made to selected staff at an exercise price of 632.5p, of which 17,500 lapsed in the year due to resignations; ii) In November 2000 a grant totalling 219,500 shares was made to selected staff at an exercise price of 753.3p; iii) A grant of options over 145,544 shares already in issue was made to Executive Directors and selected staff in March 2000 at an exercise price of 825p. These options can only be exercised if performance criteria set by the Remuneration committee are achieved (although see page 43 in relation to the proposal that the options granted to Dutch staff should not be subject to performance criteria). The performance criteria against which the exercise of these options is conditional is set as the growth in earnings per share of RPI plus 9% over a three-year period. The shares are held by the Informa Employee Share Trust, and are included in the consolidated balance sheet.

Subject to the passing of ordinary resolution numbered 9 in the AGM notice on page 48 of this document, it is proposed that the Informa Discretionary Scheme be amended by adding a new section C and a new section D. The existing rules of The Informa Discretionary Scheme together with the proposed new section C and the proposed new section D will be available for inspection at the AGM meeting to be held on 23 May 2001 and prior to that at the Company’s registered office during normal business hours.

New Section C The proposed new section C will operate in relation to Informa staff in the Netherlands. Under the new section C, the existing section B (i.e. the unapproved section of the Informa Discretionary Scheme) will operate in the Netherlands with various modifications. The effect of the modifications will be as follows:

a) share options granted to Dutch staff under the Informa Discretionary Scheme will not be subject to any performance requirements;

b) options granted to Dutch participants in the Informa Discretionary Scheme will remain exercisable by participants (or their personal representatives) even if such participants cease to be employees of Informa (in whatever circumstances) and will remain exercisable in the event that a bankruptcy order is made against a participant;

c) unapproved options granted under the Informa Discretionary Scheme generally lapse, to the extent they have not been exercised, on the expiry of six years and eleven months following the date of grant or on such later date (being up to ten years from the date of grant) as the Directors specify at the time the options are granted. In relation to unapproved options granted to Dutch staff, the Directors will be required to designate at the time of grant whether options which have not been exercised will generally lapse five years from grant or ten years from grant;

Informa Annual report 2000 46 Informa notes Auditors Report 12/3/01 3:48 pm Page 47

d) the employer company of Dutch participants will not be required to bear the cost relating to the issue or transfer of Informa shares to its employees on the exercise of share options under the Informa Discretionary Scheme; and

e) the Directors will have the power to direct that the new section C applies in the Netherlands to existing unapproved options granted prior to the adoption of the new section C. It is envisaged that the Directors will exercise this power so that the terms of the share options granted to Dutch employees in April 2000 and in November 2000 are varied and those options take effect as options granted on the terms of the new section C to the Informa Discretionary Scheme.

The Directors are aware that the proposed new section C to the Informa Discretionary Scheme does not comply strictly with the guidelines for share option schemes laid down by the ABI, particularly as a result of the fact that share options will not be subject to any performance criteria. However the purpose of the proposed new section C is to enable the options granted to Dutch participants to take effect as “unconditional” options for the purposes of Netherlands taxation rules. Your Directors are of the view that it is reasonable to depart from the ABI guidelines in this context in order to permit Dutch participants to take advantage of favourable local taxation laws. The changes introduced by the proposed new section C will broadly align the grant of options in the Netherlands under the Informa Discretionary Scheme with the terms for the grant of options in the Netherlands under the IBC Executive Share Option Scheme referred to (at paragraph (a) of the share option schemes section of the Directors Report on page 43 of this document).

New Section D The proposed new section D will operate in relation to Informa staff in the United States Under the new section D, the existing section B (i.e. the unapproved section of the Informa Discretionary Scheme) will operate in the United States with various modifications. Full details of the proposed new section D are not reproduced in this document, however the proposed new section D is available for inspection at the Company’s registered office during normal business hours and will be available at the AGM Meeting to be held on 23 May 2001. Your Directors are of the view that the modifications to the Informa Discretionary Scheme in the context of US staff are largely technical in nature and will not significantly enhance the value of the options granted. The purpose of the modifications is to take advantage of favourable United States taxation laws which may apply to US participants in the Informa Discretionary Scheme and to comply with other relevant US securities laws and regulations. Under the proposed new section D, in addition to various other modifications to the operation of the unapproved section of the Informa Discretionary Scheme:

a) the Directors may pay a cash sum to participants in lieu of allotting or procuring the transfer of shares on exercise of an option; and

b) the Directors may provide for options granted to vest and be exercisable in instalments and options shall become exercisable at a rate of no less than 20% per annum over five years from the date of grant except in the case of options granted to officers, directors and consultants of the Company.

Except where otherwise stated options exercised under all the above schemes are satisfied by the issue of new shares in the Company.

Employee involvement The Company operates share option schemes, the details of which are disclosed in note 23. The Group has a policy of keeping employees informed and seeks their views on matters of common concern. This is principally dealt with through the managers and Directors of each division.

Employment of disabled persons It is the Group’s policy to give full and fair consideration to applications for employment from people who are disabled, to continue wherever possible the employment of employees who become disabled and to provide equal opportunities for the career development of disabled employees.

Creditor payment policy The Group’s policy, in relation to all of its suppliers, is to settle the terms of payment when agreeing the terms of the transaction and to abide by those terms provided that it is satisfied that the supplier has provided the goods or services in accordance with the agreed terms and conditions. The Company does not follow any code or statement on payment practice. The Group has 35 days’ billings from suppliers outstanding at the year-end (1999:37 days). The Company has no trade creditors at 31 December 2000 (1999:nil).

Charitable and political contributions There were no political contributions made by the Group in the past year. The Group made £19,000 of charitable donations in the year.

Auditors A resolution is to be proposed at the Annual General Meeting on 23 May 2001 for the re-appointment of KPMG Audit Plc.

By order of the Board

P J Miller Company Secretary

6 March 2001

Informa Annual report 2000 47 Informa notes Auditors Report 12/3/01 3:48 pm Page 48

Notice of Annual General Meeting

Notice is hereby given that the Fifth Annual General Meeting of Informa Group plc (“the Company”) will be held at The Cafe Royal, 68 Regent Street, London, W1R 6EL on Wednesday, 23 May 2001 at 4.00 pm for the following purposes:

Ordinary Business 1 To receive and adopt the report of directors and audited accounts for the year ended 31 December 2000.

2 To declare a final dividend of 5.07p per ordinary share.

3To appoint Mr S M Watson as a director of the Company.

4 To re-appoint KPMG Audit Plc as auditors of the Company to hold office until the conclusion of the next general meeting, at which audited accounts are laid before the company and to authorise the directors to determine their remuneration.

Special Business To consider and if thought fit to pass the following resolutions which will be proposed as to resolutions 5 and 6 as ordinary resolutions and as to resolutions 7, 8, 9 and 10 as special resolutions:

5 That, in accordance with article 9 of the Company’s articles of association, the authorised share capital of the Company be increased from £15,500,000 to £16,000,000 by the creation of 5,000,000 ordinary shares of 10 pence each to rank pari passu in all respects with the existing ordinary shares of 10 pence each of the Company.

6 That, subject to the passing of resolution 5 and in accordance with article 6 of the Company’s articles of association, the directors be generally and unconditionally authorised (in substitution for all subsisting authorities to the extent unused) to allot relevant securities (as defined in section 80 of The Companies Act 1985) up to an aggregate nominal amount of £4,327,137, provided that such authority shall expire on 22 May 2006. This authority shall allow the Company, before the authority expires, to make an offer or agreement which would or might require relevant securities to be allotted after it expires and, notwithstanding such expiry, the directors may allot relevant securities in pursuance of such offer or agreement.

7 That, subject to the passing of resolution 6 and in accordance with article 7 of the Company’s articles of association, the directors be empowered to allot equity securities for cash as if section 89 (1) of the Companies Act 1985 did not apply to the allotment and that for the purposes of paragraph 1(b) of article 7, the nominal amount to which this power is limited is £590,046 and this power shall expire on 22 May 2001 or at the conclusion of the next Annual General Meeting of the Company if earlier.

8 That, in accordance with article 11 of the Company’s articles of association and the Companies Act 1985, the Company is generally and unconditionally authorised to make market purchases (within the meaning of section 163 of the Companies Act 1985) of ordinary shares of 10p each in the capital of the Company (‘ordinary shares’) provided that:

a) the maximum number of ordinary shares that may be purchased pursuant to this authority is 11,800,913.

b) the maximum price which may be paid for any ordinary share purchased pursuant to this authority is an amount equal to 105% of the average of the middle market prices shown in the quotations for the Company’s ordinary shares in the Official List of the UK Listing Authority for the five business days immediately preceding the date on which that ordinary share is purchased and the minimum price which may be paid for any such ordinary shares shall be the nominal value of that share (in each case exclusive of the UK Listing Authority expenses payable by the Company); and

c) the authority hereby conferred shall expire on 22 November 2002 or, if earlier, at the conclusion of the Annual General Meeting of the Company to be held in 2002 unless renewed before that time, but the Company may make a contract to purchase ordinary shares under this authority before its expiry which will or may be executed wholly or partly after the expiry of this authority, and may make a purchase of ordinary shares in pursuance of any such contract.

9 That, the terms of the LLP Group plc Discretionary Share Option Scheme approved and adopted on 9th April 1998 be amended by adding a new section C which will operate in relation to grants of share options to employees in the Netherlands and a new section D which will operate in relation to grants of share options to employees in the United States, such new sections C and D to be in the form produced to the meeting (and initialled by the Chairman for the purposes of identification) subject to the Directors being permitted to make such minor modifications to the new sections C and D as appear necessary or desirable having regard to any securities, exchange control or taxation laws, regulations or practice in the Netherlands or the United States which may have application to participants, the Company or any member of the Company’s Group,

10 That, subject to the passing of resolution 9 above and in accordance with the terms of the new section C, the Directors be authorised to direct that the new section C of the LLP Group plc Discretionary Share Option Scheme approved and adopted on 9th April 1998 apply to govern the terms of options granted in April 2000 and in November 2000 to employees in the Netherlands.

Dated this 12th day of March 2001 By order of the Board

P J Miller Company Secretary

Registered Office: 19 Portland Place, London W1B 1PX

Notes 1 A member of the Company entitled to attend and vote at the above meeting is entitled to appoint one or more proxies to attend and vote on his behalf. A proxy need not be a member of the Company.

2 In order to be valid, proxy forms (together with any power of attorney or other authority under which it is signed) must be deposited at the office of the Registrar of the Company not later than 4.00pm on 21 May 2001. Completion on return of a form of proxy does not preclude a member from attending and voting at the meeting in person. A proxy form is enclosed with this notice.

3Only members whose names appear in the register of members of the Company at 4.00pm on 21 May 2001 shall be entitled to attend the Annual General Meeting either in person or by proxy and the number of shares then registered in their respective names shall determine the number of votes such persons are entitled to cast at the meeting.

4 Copies of the director’s service contracts and register of directors’ shareholding and the existing rules of the Informa Discretionary Scheme together with the proposed new section C and the proposed new section D are available for inspection during usual business hours on any weekday (public holidays excepted) at the Company’s registered office and they will also be available at the place of the Annual General Meeting from fifteen minutes prior to the meeting until its close.

Informa Annual report 2000 48 Informa notes Auditors Report 12/3/01 3:48 pm Page 49

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