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Informa Announcement Presentation 30th January 2018 ......

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Page 1: (1))/globalassets/documents/...2018/01/30  · Patrick Wellington, Morgan Stanley Chris Collett, Deutsche Bank Introduction Stephen A. Carter, Group Chief Executive Good morning everybody

Informa

Announcement Presentation

30th January 2018

......

Page 2: (1))/globalassets/documents/...2018/01/30  · Patrick Wellington, Morgan Stanley Chris Collett, Deutsche Bank Introduction Stephen A. Carter, Group Chief Executive Good morning everybody

INFORMA Stephen A. Carter, Group Chief Executive Charlie McCurdy, CEO, Global Exhibitions Patrick Martell, CEO, Business Intelligence Gareth Wright, Group Finance Director Questions From Ian Whittaker, Liberum Will Packer, Exane BNP Paribas Patrick Wellington, Morgan Stanley Chris Collett, Deutsche Bank

Page 3: (1))/globalassets/documents/...2018/01/30  · Patrick Wellington, Morgan Stanley Chris Collett, Deutsche Bank Introduction Stephen A. Carter, Group Chief Executive Good morning everybody

Introduction Stephen A. Carter, Group Chief Executive Good morning everybody and thank you very much for coming and welcome to this morning’s presentation. I'm appreciative that there are a good number of people here in the room today given that this is relatively short notice. I would like to draw attention in particular to Tim Cobbold and Marina Wyatt from UBM. As is clear from today’s announcement this is a recommendation from the Boards of both companies. Just as a practical matter I’m going to give the presentation and Tim and Marina will be around afterwards at the end if folks want to ask them questions, but try and avoid throwing them hardball questions during the presentation - that would be great. I thought I’d start with the disclaimer for obvious reasons. And then really go to the beginning of the things that I’d like to say today. And if you’ll forgive me I’m not going to start with the numbers. I’m going to start with the reasons why we are excited about what we are proposing today and that’s because what we’re seeking to do is to create a fine company. Ours is 100% a people business, Tim’s business is 100% a people business and the purpose of putting the two companies together is to create a better people business. The numbers of people will be just over 11,000, the locations will be in really most parts of the world and materially in the major growth economies of the world. And in substance there will no material change to those numbers. You will have read in the statement we released today that there will be some synergies; we put a number out there of £60m. I’ll predict now there will be questions about how much, when, how fast, how much more? And behind that number lies people and some of those synergies will be people, there will be some head office jobs and administrative roles that are duplicative and that will move. But if you want to put some real people thoughts behind that our estimate of the number of roles that are duplicative and we won’t need in the new company, it is probably the equivalent to the attrition rate in the combined company every two months, the natural turnover of the business. So for those people who are watching this who are working in both companies the prize here isn’t the synergies, the synergies are important but the prize is what we create. And what we create is a business that I think will have real potential and real possibility and we’ll talk hopefully as much about that as we will about the short term important, but nevertheless, short term synergies. Both these companies many of you have been following for some time. I said jokingly to somebody who came in, what do you think? He said well you know I’ve always liked UBM and I said - I know so now you have to like us a little bit more too. Both these companies have been through a lot of changes in the last few years. In our company our Growth Acceleration Plan, we set out very clearly just over four years ago that we wanted to change the business, we wanted to become a much more US focussed

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business. We wanted to build a position in the market that we now know As B2B Exhibitions. We wanted to repair our Information Services business. We wanted to take a view of our long held Conference business that there was value in there but to get to that value we had to make some radical changes to the portfolio and frankly to some of the processes and people. And at the same time Tim and Marina have been doing a similar task within UBM, that business has become much more focused, it’s become a pure play business with a very high quality portfolio of brands in multiple markets. I’ve said to a number of you here that if you look at the two companies, particularly the B2B events businesses it’s like a jigsaw puzzle where Tim has been given half the pieces and I’ve been given half the pieces and you put them together and you end up with a business that really looks first class. The complementarity of the portfolio is really first class. The other point is both these companies are having this conversation from a position of strength. We’ve put out today some trading numbers for 2017 which I’ll talk about a little more, but you’d be happy to present either of those sets of numbers. Both these businesses are on a track to growth and particularly on a track to growth in their B2B events business. And the deal will produce a range of benefits, some of which are up here and I’ve put the synergy number right at the front because when we were forced to put out - or advised to put out an announcement slightly earlier. They were obviously some missing information and for the market that’s always challenging because you’ve got half of the picture or 60% of the picture. We have been working collaboratively with Tm and Marina and their team and collaboratively with the independent party who has been verifying what these synergies really could be. And what you see today is a verifiable number of £60m of synergies which we can roughly split half and half between people costs and non-people costs. And in the document today it breaks it down to a level of granularity is what the source of some of those synergies can be. There are no numbers around the revenue synergies but we see revenue synergies and I’ll talk through those and I’ll give you a specific example of how we’ve approached that in other areas. So as I say both of the businesses are on a growth track, both at the revenue line and increasingly in the way in which the businesses are managing their cash position. The portfolio fit is near perfect, there is I think virtually no revenue leakage in the combination of these two portfolios and a high level of in market by geography and by vertical complementarity.

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Both businesses are very productive in their generation of cash and Marina and Gareth have both been very focussed on improving the cash management, cash conversion and cash discipline in both businesses. The proposal will be earnings accretive; it will see a return on invested capital albeit a little further out than we would do for a transaction of a smaller scale. It gives the business a very nice quality of earnings, the predictability, the visibility of the earnings, the type of earnings and the spread of the earnings across the portfolio and I’ll unpick that a little bit. And we’ve stated very clearly that the combined company will be committed to its forward positon on the dividend. One of the advantages of being encouraged to make a statement to the market slightly earlier than we might have planned is it’s allowed us to have some feedback from shareholders and indeed from others about a series of questions, what’s in people’s minds. And I would say the key question that has come time and time again is - I think I could go as far as to say I don’t think anybody had questioned the industrial logic of the combination, indeed some people have suggested that we’ve been here before. Although I would make the point that when the companies have been here before, and indeed I’ve been involved before in one of these conversations, they were very different companies than they are today both in portfolio and in activity and to a degree in performance. But many people have asked the question, well why now, why is now the right time to put the companies together? And what we’ve tried to lay out here is some of the reasons why the fit is really compelling. The portfolio I have talked about, both of us have been I think quite selective in the way in which we have added brands and businesses and verticals in geographic positions over the last period. To a point whereby there really is a near perfect overlap. The markets are strong, I don’t mean the equity markets, I mean the markets we sell in to. B2B trading and selling, the industrialisation of distribution sales and cross border activity grows and grows particularly in the markets in which we trade. If you’ve spent time in Asia and in China, in the Middle East, in Africa, in South America, in North America, these markets are strong, they’re active, they’re industrial, they’re productive. And if you are in those markets in depth, the opportunity to provide more products and more services to your customers is compelling. Both businesses are on a growth track, both businesses have been building capability whether it be systems capability, people capability or brand capability. And the medium term view of the judgement we’ve made is that the track of opportunities ahead of us is attractive. And that leads us to the view that now is a good time to make the proposal we’re making today. Sadly in the nature of these things we haven’t only had one question, we’ve had many. And I’ve thrown up here about 20 of the questions which we will try and touch on - some of them in the presentation and I’m sure we’ll get to the remainder and maybe others in the Q&A.

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Before I might very quickly rattle through because they’re probably the ones that have been most headline is, what is the reason why, having passed on the acquisition of Advanstar and Allworld, we would at this point then buy UBM, when arguably, depending on how you calculate the higher premium? And we would say there are kind of two answers to that. The first is the Mandy Rice-Davies defence; of course we would have said that. The second is that the businesses themselves are very powerful businesses. The brands inside the Advanstar portfolio, the brands inside the Allworld portfolio are brands and businesses that one would want. In truth, particularly in the case of Advanstar, our judgement at the time was we didn’t have the capacity to acquire and absorb that business when it came to market. And therefore whilst we might have been interested in it at a theoretical level, at an operational level we were not in a position at that point to absorb it. As far as Allworld was concerned we looked very closely at that at the time it came to market and took a view that actually the natural buyer of that business was the buyer who ended up acquiring it. Within that there then becomes a very specific question around fashion and I have watched over the last few years as Tim and Marina have been asked and indeed have answered well, the question around, what is the level of exposure to that industry, is it going through some form of existential structural change? And I think the net answer is we feel confident in their confidence and we’ve had time to understand that. And if I’m allowed to be so bold they have done a really first class job of managing a business out of entrepreneurial ownership into institutional ownership, level setting it and riding a market change and that’s not always easy to do. But inside that there are significant brands, major platforms which will require some continued change but that’s the nature of the business. Actually it’s one of the many examples of where being inside a large group actually is an advantage because the breadth of the portfolio makes it easier to ride out some of the ups and downs that you inevitably get in some markets in which you operate. The number of shareholders in particular but also analysts have asked the question, why is it that we’ve made the judgement we’ve made around the currency we’ve used. Why that much equity, why that much debt, why not more or one or the other. And the answer is, there is no definitive answer, there’s a series of judgements. And we’ve made a judgement based on a balance of risk, of our view of how far it makes sense in the current market climate to push the balance sheet whilst being responsible with our use of shareholders equity and it will be for the shareholders and others to judge whether we have got that right. On the Group as a whole to see off the question are we now moving hotfoot to disposal of another asset? The answer is we are not. We see the balance in this group as one of its attractions from an investment perspective and certainly from a performance perspective. If I go back to my own time four or five years ago, Taylor and Francis is an outstanding business and indeed we posted another year of very strong performance

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from that business today at the revenue level. But when it’s 65% of your business and it’s a relatively modest growth market, it’s very difficult to be a high growth group. And also I think if you were inside the Informa Group and you were to ask any of the Taylor and Francis colleagues, they’ve been rather carrying the load for a long time. And actually balancing the portfolio out is a better place for the Group to be as a whole. We are good owners of that business, we are investing in that business, we are developing our platforms, we’ve bought a small but very effective open access business to build our platform there last year and we remain good and proud owners of it. But I personally feel much more comfortable with it as 20% of the Group rather than 65% of the Group. What’s the market this company is going to trade in? I’ve used this phrase many times, it still never stuck but I’ll keep on going. The knowledge and information economy, that’s the world in which we seek to trade, we are selling information, insight, data, understanding, market knowledge, expertise, brands, products, to businesses who are looking to prosecute advantage based on having better knowledge and information of their customers, of their markets, of their products, of their brands, of their needs. And if you get that right that is a very rewarding market in which to operate, generally speaking we are operating in markets where the providers are operating high or higher margin products and services for their customers. And therefore the focus is on growing sales and performance rather than extracting cost from suppliers. We provide a range of products and services to these customers and one of the attractions of the Group, what we talk about when we describe industry specialisation is an opportunity to drive more products and services into those relationships. The rationale for the proposal today we believe is compelling, I would say that. And you’ll make your own judgements on whether the commercial rationale is compelling. It self-evidently gives us scale and we’ll maybe debate a bit what are the real benefits of scale. It gives us depth and being a mile deep rather than a mile wide is where you need to be when you’re dealing with these markets. The portfolio’s I’ve talked about. The momentum in the businesses I’ve talked about. The cash flow strength I think is clear and the advantage of that is it allows the business both to manage its balance sheet and invest in its own growth and development whilst providing a rewarding dividend position for shareholders. There are synergies, they are significant, they are deliverable, they are verified and we believe that this is a ceiling not a floor. And we’ve also laid out an approach to how we’re going to go about the combination which should give people confidence that not only can we identify those synergies but we can achieve them in short order. The shareholder value in short term will be accretive and in mid-term will provide a return on capital. The deal structure has not changed from the previous announcement, it remains as indicated a mix of equity, predominantly equity and a level of debt. And it equates based on closing share prices as indicated to that value on a per share basis if you are a UBM shareholder. And indeed one of the things I would want to put on record is that we

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have some crossover in our register between shareholders who hold in our business and hold in UBMs, but we will be welcoming a significant number of UBM shareholders onto the Informa register and we very much look forward to that relationship. The premium is, whether it’s a spot premium or a 30 day weighted average premium, circa 30% and people will have their own views on that. And we feel that the forward value associated with that combination will be attractive on its returns. Let’s talk a little bit about how. As you know we’re fond of acronyms or I certainly am so we’ve given it a name, the Accelerated Integration Plan and the value of this is really because its describes the way in which we’re going to go about putting the companies together. We wanted to do it at speed, we want to integrate the businesses and we want to do it a practical level so that by the time we go into 2019 we are operating as one unified business. We are going to use an approach that we used when we combined Informa with Penton, a simpler combination in many ways although not entirely straightforward but certainly smaller and broadly simpler. Patrick Martell who is on the stage here with me on my right will take over from Tim at a sort of short point post completion. Tim has very kindly agreed to stay on as a senior advisor to the combined company through to the end of the year. But the objective is that Patrick works with Tim and myself and Charlie to ensure that we can combine the businesses so by the end of the year if you’re looking at it from a market facing perspective we go into 2019 as one business. We’ve identified some early stage operating principles largely actually to give people inside the business guidance as to how we will operate. And if you’ll forgive me I’m going to just rattle through those. The first is that what comes first is the business, the customers so we will operate and integrate to minimise disruption to market facing businesses, to market leaders and to operating brands. Secondly we will lean into strength, there are places where we have strength, there are places where UBM have strength both geographically and by market and we will lean into that strength and make the right decision for the business. We will seek to maintain stability particularly in the shared service centres, we discovered this when we did the Penton integration it worked really very well, we focused our integration at a place where we could make maximum impact and minimum disruption. So we will not be engaging short term in shared service integration in any of the six locations where the two companies have a shared service capability. We see efficiencies, we see efficiencies in IT, we see efficiencies in systems, we see efficiencies in procurement, we see efficiencies in duplication of roles particularly in what you might call head office roles or senior administrative roles. We also see significant opportunities and those opportunities will come about through the focussed scale that the company will in key markets.

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We’ve identified a revenue plan, we can’t put numbers on that, the system of disclosure does not allow us, rightly, to do that. But we’ve identified a way in which we can look at the revenue opportunities in the business and I’ll come on and talk about that in a second. We’re going to take advantage of the talent not just in the operating business but on the Board. Greg Lock the Chairman of UBM will join the board of Informa as the Deputy Chairman and Mary and David will join the Board, further strengthening the international perspective of the Board of the combined company. The synergies, we’ve identified by source in the documents we’ve published today which will be a mixture of corporate overhead, management and support duplication, procurement and operating synergies. And there’s a pace and rate of delivery and a cost of delivery of around £80m for that £60m number. On the revenue growth we’ve identified that six step plan and in simple terms they are numbered because one is easier to get than six. And I picked out an example here from what we did in the Penton integration, particularly in the area of health and nutrition where in the first instance where we found the easiest revenue synergy was around in the ingredients and finished goods business where we leveraged the relationship in one place to drive growth in another. You can do that in multiple ways, you can do it by geo cloning, you can do it by embedding product, you can do it by using one product as a carrier for another, you can do it by using sales teams across markets. But using the weight and breadth of the portfolio to drive cross marketing is the first place where you go to find a revenue synergy. Then absolutely straight up and down internationalisation, in our case in this example we took supply side, one of our brands in the GH&N portfolio and launched it in China this year in 2018. The third is in the depth of data and marketing expertise you get from the volume position and the value position you have in an industry. In this case what we did was we used the data analysis across a broader customer base to drive non-exhibit revenue flows from other activities of the same customers. The fourth is in digitisation, using the platform capability that we have built certainly in our business to be able to launch new products and new services to those customers. The fifth is an interesting one and for us I would say a relatively new one but one we have some ambition for which is using your inventory of brands and customers to build new revenue streams through new products. In this instance we did a very interesting deal at the end of last year which was across 17 brand sponsorship programme for a customer who wasn’t interested in a specific vertical but was interested in the profile of customers that attend those events and those locations. So exploiting your analytic capabilities, your inventory and your customer reach for new customers for us, but ones that we can reach more efficiently than others.

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And then finally how do you drive more value to your customers and that therefore allows you to provide a better return for them and that allows you to look at what that means in terms of price and packaging and bundling. Where are the companies currently trading? As I said at the beginning I think you will be reasonably pleased to present either of these sets of numbers. I’m not going to talk to Tim’s numbers other than to say that I think on any measure these are a strong set of numbers and more importantly they show a trend of strength rather than a moment in time of strength. On our own numbers I would if I may just pick out a couple of points, the revenue line in GE is slightly lower than it was when we did the ten month update, that’s the nature of our portfolio it always less in the back end of the year. And vice versa in Academic and K&N which trades better - or bigger and hopefully better in the back end of the year, in this case it did. Our dividend statements are as previously committed. And our guidance for ’18 is as previously committed. As a practical matter to make it easier for folks we’ve converged full year reporting date around the 28th of February so both companies will do their full year detailed results on the 28th of February and hopefully that will make it more straightforward for those people who are seeking to track the performance of both businesses. Just going to move on to the pro forma numbers, many of you will have looked at this or have built your own model or taken your own view. But for those who haven’t what we’ve done here is taken the pro forma '16 numbers or the '16 numbers pro forma for Allworld, YPI and Penton. And what it does is give you a sense of the breadth of the business and the balance of the business. In this instance by geography and the thing that excites me most about this is how we’re facing off against the growth economies of the world where the products and services that we provide are increasingly attractive and valued. This is a geographic map, there are probably 20 key locations in the combined company, again very evenly spread, we are of course a UK listed company, both of us are London headquartered. But like me Tim spends most of his time elsewhere and I certainly do and for the combined company that will definitely be the case. The earnings mix whether you’re looking at subscription revenues or forward book exhibitor revenues or forward book sponsorship revenues you get a sense of the balance and the quality of the earnings. The portfolio is strong both in range and depth, there are more than 500 B2B events, scale events, a good spread of scale events. If you use the, which I think there’s been more a UBM currency than ours, you know millions of revenues as a kind of metric of categorising events there’s probably over 150 brands with more than £2m revenue, more than 60 with £500m of revenue. And if you build businesses and run businesses like Charlie does in this market, to build brands or businesses with that position in a

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market it’s really a great platform to have. And to have it with that level of spread and diversity is an opportunity to be relished. Industry specialisation is a harder concept to communicate, the scale and the brand mix is easier. The market position is strong in our assessment in 15 targeted verticals, we think that gives us a position which is yet to be really fully recognised or indeed candidly exploited in what we know about our customers, what we know about their customers, what we know about what’s happening in their markets and how you therefore adapt the products and the service to provide them with more or to provide them with a different form of what you’re currently doing. The markets are all individually compelling. As I often say if you live and work in any of these markets the great strength is more often than not you’re really not interested in what’s happening in anyone else’s market. Most of our customers are deep inside the world, the professional worlds they live in. And our challenge and our strength is to be capable of being equally deep in 15, in 20, in 25 markets. To go back to where I started the strength of the business is in the thousands of colleagues inside the company who are fully paid up passport holders in that community and their first capability, their first strength in many instances candidly, their first loyalty is to the community and industry that they serve and they work with. And that gives us a very powerful platform from which to build. I’ve showcased health and nutrition; we as you know have been building a position in this market. We started with a very nice set of brands under the Vitafoods umbrella in Europe. We made our first acquisition actually in this market rather unnoticed; in the United States we bought a very nice portfolio of brands and content and data products in our first acquisition in Phoenix the then Virgo Publishing business. That actually then led us to the Penton acquisition in large part as Penton were the under bidder for Virgo, that then allowed us to add the Natural Products Expo and Engredea and other brands. We then used the New Hope Network capability that came with that acquisition, we folded that all together as one operating business and UBM have a very powerful set of food ingredient brands in Europe. The combination of that market knowledge, that spread in a series of different places in the value chain in that growth market is a fantastic case study of how you can build depth and breadth in a growth market and in a global market and in an international market, and manage multiple brands and multiple market positions for the benefits of your customers. The financials of the Group, this is just simply a roll up so there's no revelation here other than it gives you a quick snapshot of what the numbers were if you were using 2016 as your base point which I'm sure you’re not as it happens. On the financing this is the mix of the financing and what it means in terms of issued equity consideration and cash consideration. The acquisition facility and how that operates. And where we see our covenant leverage on completion based on our

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assumption of when completion will be. And some comfort that we see that within investment grade levels. The tax rate, UBM has always had a historically more compelling tax rate than us. I've always looked over the garden fence with some envy. If you look at the two companies combined, you look at the implications of their tax position, our tax position, the consequence of the Tax and Job Cuts Act on both companies' tax position. We’ve done quite a bit of work on this and gets us to a point that the combined tax position for the new company will be at 19% looking out over a three year period, and that’s a sensible level of forward visibility. The dividend policy will remain. I think both companies have been very and rightly in my opinion committed to a progressive dividend that balances the rewards to shareholders who are seeking income from the cash generation of the business, but leaving enough money in the company to both invest for capability growth and also for high return acquisitions. In terms of going forward reporting, on the timetable that I will outline which is obviously subject to shareholder vote and competition clearance, our intention would be that we would report Informa at the half year as is, UBM at the half year as is, and then we would then combine the companies for the purposes of forward reporting. The timetable is as indicated here. Today is today. The 28th of February will be when we will both report our full year results. We will then post the circular and the prospectus. There'll then be the proposed record day for the final dividends. And we've anticipated completion based on an assumption that the regulatory filings following shareholder approval which are in these five locations. Our view is that these will be important to get right but we are not anticipating any significant issues in that process. And so to finish where I started, where do you get to at the end of that? Well everyone will have their own view of the financials, but what are we seeking to create? What is the compelling mid to long term idea behind this combination? Clearly we’re looking to create a business that has sustainable performance. We at Informa talk often I think that our ambition is to be a steady, progressive, sustainable growth business delivering cash and margin returns. We recognise the importance of predictable, robust underlying growth and you have both businesses on a good to growing growth track. You have a high level of predictable and recurring revenues with a level of portfolio spread that gives you some security. The cash features of both businesses are good; the cash features of the combined businesses are very attractive. The strength in the balance geographically is particularly attractive. And particularly so when you look at where these markets are in growth. The future for all these businesses, all these businesses, ours and many others, is do you have the scale and the investment capability to build a level of digital and data capability to stay current. You can earn a living today with what you’ve got. You will not able to earn a living tomorrow, or not the sort of living that you would want to, or be

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able to deliver the level of service offering to your customers without a level of the digital and data capability and market analytical understanding of what your customers are doing. And this business will give us the scale to do that. The balance sheet stays robust. We will be committed to dividends and that gives you the twin peaks of scale and specialisation. And for that I will now throw it open to questions. Thank you very much for listening. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Questions and Answers Ian Whittaker, Liberum Three questions. First of all just looking in terms of your synergies. I think you say in the document that you expect around 3% attrition across the whole group but some of that will be natural wastage which doesn’t seem a particularly ambitious target. So in terms of the at least £60m would you expect or should we expect that that’s indeed a very conservative number in terms of what you’re giving? Second of all just in terms of revenue synergies, obviously you’re not sort of quantifying what those are but at the same time as well you've had plenty of experience in the events space, also as well of taking on sort of various acquisitions. From your sort of experience in terms of that and from what you've seen so far do you think there's a potential for the revenue synergies to actually be equal to the cost synergies, or do you think it would be something that would actually be more likely to be below? And third of all just in terms of the net debt, so the talk about moving down to 2.5 times net debt EBITDA level. So this as a Group is going to be generating £600m of cash flow, again will depend on the operational performance but when would you expect to get down to that 2.5 times level? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Stephen A. Carter, Group Chief Executive I’ll try and come in on your cost synergy question. I'll touch briefly on the revenue synergies but if I may Charlie I will bring you in. And then Gareth perhaps you could come in on the debt and the de-gearing. On the synergy number I mean you'll understand what I'm going to say so I'm sorry to be predictable and boring but there's a limit to what I can say. We’re in a process; the process requires us to say what we say, have it verified and say no more than we’ve said. We’ve tried in the document to be really quite specific I think. What would I add to it in terms of colour? I would say we are confident in that number. We would say that whilst there will be people impacts, the point we were really making and I was trying to make badly at the beginning about the natural turnover rate is that individuals inside the

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company, I mean you and I have a conversation about synergies, for someone else it’s a job, it’s a living. The point we’re really trying to make is that the change opportunity in the company is operating at such a pace and rate that actually that will more than outweigh the synergy target laid out in the document today in a relatively short period of time. Do we believe that there is more? Well there are things you can’t quantify in a QFBS synergy statement that you just can’t do, and you can’t really get there until you get the business and you’re right, yes we’ve had experience of doing that and we feel confident we know how to go about that. But to be clear, whilst we are focused on that and we will be speedy I think in the way in which we go about it, in no way, shape or form are we looking at this combination through the lens of the synergy gain. We’re looking at this combination through the lens of what it creates and the opportunities it creates. The challenge is of course to get the best of both worlds. On the revenue synergies you would never expect me to answer your question although I understand where you’re going. What we’ve tried to do in the slides today is to give you a sense of the ones we think are closer in and I think they’re sort of obvious. You've seen UBM do those in certain markets; you've seen us do them. And indeed if you dig behind the numbers that we published today even on the top line, given where Penton was performing in '16 you can see what’s actually happened in the growth numbers there. So I think there's revenue growth to be got from combination. I think we feel very good about. Probably easier to get in markets where we both already know and understand the market, so easier to go for in GH, in Health & Nutrition, in Food Ingredients, why I showcased it. Easier to get in Technology, easier to get in Pharma and Life Sciences, easier to get in markets where we both already know how the customers operate and what their needs are. But maybe Charlie you’d like to give a bit more colour on that? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Charlie McCurdy, CEO, Global Exhibitions Yeah sure thing. As to the revenues I think that the best way I can address that is to point out that UBM, Tim and his team, have done a - I will say a superlative job of implementing their Events First strategy to hone down their portfolio to a really fine group of events. The Exhibition business is a great business, that’s my opinion, that’s my job. At Informa, as you may have noticed, we’ve been implementing what we’re calling a market maker strategy which is to build upon this very powerful core of exhibitions to additional services we can provide to the exhibitors, the suppliers and the visitors, the buyers in these markets, to extract more value by delivering greater value services to these markets. And some of our results at Informa Exhibitions reflects some of those activities.

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I think I addressed it without saying anything more than I can say already. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gareth Wright, Group Finance Director And on the leverage point we’d expect to be at around or just over three times at completion, and then deleveraging would get us down to sort of 2.7, 2.8, something like that say if you model it out by the end of 2018. So to answer your specific question it would take until 2019 for us to be down under 2.5 times. And we’ve spoken about the Informa business having a target leverage profile of 2 to 2.5, so that’s the kind of range we want to get back into in a reasonable amount of time. We want to use the balance sheet effectively in the acquisition but we do want to get back down to that range in a reasonable period of time. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Will Packer, Exane BNP Paribas Three questions from me please. Firstly if we look at Penton as a precedent deal where you targeted synergies in the region of 6% of target sales, could we just have an update as to how those synergies have progressed within Penton, where you saw them and how you see the opportunity of combining UBM in terms of differences and similarities in terms of achieving your synergies? Secondly, within the UBM portfolio there's been a notable acceleration in organic growth. Could we have a comment on the performance of fashion and jewellery within that business in Q4? And then finally Academic came ahead of expectations, notably in Q4. Is that books doing better than expected like some of your peers or is it journals are a little bit stronger? Thanks. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Stephen A. Carter, Group Chief Executive Let me take the last, touch a little bit on Penton and then maybe bring Patrick in and I'm sort of looking at Tim. Do you want to take that at the end or - take it at the end. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tim Cobbold, CEO, UBM It was very small in both sectors so it’s not a pertinent question if I could put it that way. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Stephen A. Carter, Group Chief Executive Yeah fashion and jewellery, it's not really a Q4 point but I'm sure you can drill down on that with Tim and Marina afterwards if you want to.

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On Penton, I'm going to look constantly at Richard to make sure I say nothing that I shouldn’t. My memory tells me that on Penton I think we targeted £18m to £19m of growth synergies and we are confident on that. The net number was about 14 because we had a dis-synergy in Penton which we are not anticipating having here which is that there were no healthcare or pension benefits to speak of. And we sought to equalise that to create an appropriate level playing field of kind of base employment conditions. The obvious problem - I mean there are lots of differences between Penton Information Services and UBM, these are not apples to apples comparisons on any measure, but the obvious difference if you’re looking at it through the lens of your question is that Penton was a private equity owned business, had been for a long time and had no corporate centre. It wasn’t a listed company; it had none of that cost structure. And you can pretty quickly run the maths that flows from that. I think from a practical point of view as to how we went about it, I don’t know if you want to add any colour to that Patrick? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Patrick Martell, CEO, Business Intelligence Well with the obvious difference of as Stephen said it being private equity owned the synergies came from similar areas, from management overhead, from support services, IT, procurement. I think we will adopt some similar processes as we did for Penton and there'll be some differences as well, and I think different opportunities and further opportunity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Stephen A. Carter, Group Chief Executive Similarly we didn’t touch the back office in Penton either. We started and then we realised that that probably wasn’t the right thing to do so then we stopped. And actually that’s proven to be a sensible model which is part of the reason why we’re replicating. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Patrick Martell, CEO, Business Intelligence And making sure that we focus on the customer facing, making sure that the businesses are not disrupted by the synergies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Will Packer, Exane BNP Paribas Before heading onto Academic, with the management overhead savings how should we think of the split between UBM's events business and UBM's marketing services business? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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Stephen A. Carter, Group Chief Executive I don’t think I can go there I'm afraid. The great thing about this presentation is I've got both Kate and Richard saying no. In Academic Publishing the answer to your question is yeah it was a good performance at the back end of the year. As you know well November and December is very important in that business. You will have had a more restful Christmas than I did. But actually it traded well. It traded well in books and it traded well in journals but journals is less of a yearend spike, so journals has always been trading pretty well through the year. And you see that in the full year number. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Will Packer, Exane BNP Paribas Is it sustainable looking forward the performance of books, or is it a one off? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Stephen A. Carter, Group Chief Executive It’s definitely not a one off. There's nothing - are there one offs in there? For sure. But it’s not a one off performance if that’s your question, no. I mean as you know we put in quite a lot of work into our books business over the last couple of years. We created a standalone global books business about 18 months, two years ago. That’s taken time for the benefits of that to flow through. We have materially improved our speed of publication rates. And so our new product to market has gone up by material percentages. I think we’ve got better at our choice in selection subject criteria. We’ve made I think some beginning improvements in the way in which the books platform works, there's more to come on that. So generally I think the business is feeling better. We’ve also been going through a kind of pruning exercise in relation to some of the bits of the portfolio that are not so strong. So yeah I think it feels steady, feels steady. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Patrick Wellington, Morgan Stanley I've got three questions. Firstly Stephen how many exhibitions have you acquired with UBM? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Stephen A. Carter, Group Chief Executive More than 300. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Patrick Wellington, Morgan Stanley

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There's a long tail in UBM as the Events First process showed. So when Events First started there were 357 large - 357 shows in total. 257 of them made no money. You've, as we’ve just discovered, got more than 300 shows so a large proportion of those can’t make any money. The growth rate of the UBM exhibitions is slower than the Informa growth rate. So Events First, how successful has that been and how much rationalisation of shows in that long tail which is going to slow down your growth rate, how many of those shows are going to have to go? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Stephen A. Carter, Group Chief Executive Those are the three? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Patrick Wellington, Morgan Stanley That’s kind of one. Laughter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Stephen A. Carter, Group Chief Executive Kind of one with eight questions hidden in it. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Patrick Wellington, Morgan Stanley It's got a theme; it’s the theme of the sludge in Exhibitions. The more exhibitions you have the slower is the growth rate. You've put more exhibitions together; you’re going to end with a slower growth rate. What’s the benefit of that? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Stephen A. Carter, Group Chief Executive Well let me see if I can make a fist of that and if I can't then maybe Charlie or Tim will come to my aid, or maybe they won't. Laughter And that will be revealing in and of itself. My judgement from the outside and now partially from the inside is that ,as you rightly point out Patrick, when you've got an events portfolio you have a distribution of performance and what are you trying to get to? You’re trying to get to a place where you have spread so you’re not so exposed to any single or tight group of monster brands that when something goes wrong or the market goes off you can’t ride that out. And my sense is they and we have done a very good job of that, and that speaks to the point

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that we’ve got a range of brands over £5m in revenue and the exposure to any single point allows you to ride that out. They’ve done at the end of their portfolio what we’ve done at the end of our old conference portfolio because you know our numbers were way greater than that in the conference business. And they’ve done a pretty progressive job over the last three years of closing, exiting or combining where there isn’t profitability. And then you get into the middle ground, what you elegantly described as the sludge. And the thing about that is that some of those will grow and you have to take a view as to whether or not it’s worth nurturing or keeping. In our business we take a kind of three year view. I can’t speak to the methodology within Tim's business. And if at the end of three years you just can’t see light or hope then actually we’ve become pretty disciplined about winding that out I would say. And that’s a large part of what’s allowed us to focus our efforts. Do I think there's any significant pruning to be done? I think our going in judgement is there isn’t and we've done I think the appropriate level of due diligence that you can do in these sort of public transactions to get comfort on that. Will there be ongoing portfolio pruning in both businesses? For sure, but I don’t think at a level whereby we would be saying well here's the performance but could you ignore what we’re doing over here because actually that’s a workout exercise. I don’t think we’ll be going down that route and that’s probably just as well because you of all people wouldn’t let us. And then on the forward growth rate, well both businesses are on an upward track. And if you look at the combination I think the growth - the blended growth position should be pretty balanced. The other kind of hidden question which is maybe not so straightforward is in what I think Tim and Marina described as you know OMS. There are brands and assets inside that business which if I can be so bold I actually think might be better housed inside some of our portfolios, particularly in Pharma and Life Sciences where there is a higher level of complementarity. And then marketing services as a category of activity benefits from a certain level of scale. And again I think that’s another area where the combination has some benefits. So the drag effect of that might not be quite so significant on the combined company as it maybe has been on them if you would allow me to say that. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Patrick Wellington, Morgan Stanley The second question is easier. What’s the right margin for a large Exhibitions business? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Stephen A. Carter, Group Chief Executive The right margin for a large Exhibitions business. Charlie?

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. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Charlie McCurdy, CEO, Global Exhibitions Informa Exhibitions has had a very good margin. It really depends on the portfolio. We have a - and further to Stephen's comment, we have a strategy of vertical market concentration and having a small event as part of that portfolio within a vertical market can be very, very valuable as a defensive place holder and an avenue of growth. It’s completely different than having a small event that’s in an outlier sector where we have no market leverage. And the margins that we can derive from creative vertical market concentration tend to be superior than a more diversely allocated portfolio. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Patrick Wellington, Morgan Stanley I mean there's a clue, the Informa margin has been above 40% and has been declining towards 37, 38. The UBM margin, take annual shows, has been going up towards 35. I mean should we assume mid 30s is a sort of run rate target would be ten percentage points above the Reed Elsevier Exhibitions margin? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Stephen A. Carter, Group Chief Executive I don’t think I can guide on this Patrick because we haven’t taken a view on that. We’ve pro forma'd the numbers which you've just done better than I could. And from our point of view we only give guidance on what the Group margin is which is above 30%. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Patrick Wellington, Morgan Stanley And last question, you talked about digital and data capability and scale and the importance of that for service offering. You don’t arguably have that in Academic where you're third, fourth largest player. So do you need to make another acquisition to make Academic bigger or does Academic go and sit with somebody else in due course where it can get those scale advantages? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Stephen A. Carter, Group Chief Executive We don’t think we need to, apart from on a point basis. We made an acquisition in Open Access last year. As you know we started our own Open Access business - four years ago, maybe five years ago. So we tried to do it organically. We did okay, I'm not being disrespectful to what colleagues achieved, but we wanted to give it a little bit more accelerant. But we felt that within the bounds of our cash flows we could do that and get enough additional capability and product mix. And that’s a part of the service offering we want to expand.

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Beyond that really the key missing ingredient I would say in our business and when we do our next investor day Annie who has now firmly got - Annie Callanan the new CEO, not so new now, CEO of that business will talk a bit about this. We need to make more investment in the T&F online platform and in the service delivery to researchers, authors, institutions on usage and on search and on discovery and on kind of knowledge transfer. But we can do that we think comfortably within where we are. I have never felt Patrick in my time now in that business or around that business or around customers, and certainly not around authors or researchers, that in any way, shape or form we have a scale issue. If you’re in that market we are an established publisher of scale with brand reputation and brands. There are bigger players than us but it is not our view that we are subscale. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Chris Collett, Deutsche Bank I had first of all just a question for Charlie. Just wondering of the opportunities that you see really where are you most excited and where do you think you can bring about the most change, is it by really bulking up in the North American business or is it getting access to an Asian business and particularly a Chinese business which you didn’t really previously have a position in before with Informa? And then second rather mundane question sorry for Gareth was just you helpfully provided the tax rate for the P&L. Should we expect the cash tax rate to be the same as that or are there other cash tax savings that we should expect? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gareth Wright, Group Finance Director Yeah you’re right so 19% is what we’ve guided the P&L tax rate to be and we think the cash tax rate will generally run a couple of percentage points below that. It will be probably a bit more lumpy year on year as is the nature of that line. But certainly a couple of percentage points below 19 is where we expect cash tax to be. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Charlie McCurdy, CEO, Global Exhibitions I think if you look at the track record at UBM and at Informa's Exhibitions business a very good source of lift has been actually not so much within each region, and each has its own attributes, but the cross regional activity within vertical markets whether it be in pharmaceutical ingredients, whether it be in our nutrition ingredients business as examples, that I see the opportunity for leverage in the sourcing and distribution of products and services on a cross border basis and cross regional basis as what I find the most exciting single opportunity in this enterprise. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Chris Collett, Deutsche Bank

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So then just to be very clear about that , it is really about effectively taking the portfolio, the previous Penton and Informa portfolio, and now really for the first time being able to leverage that into Asia which you couldn’t do previously because you didn’t have that much of a presence from a handful of shows in - China? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Charlie McCurdy, CEO, Global Exhibitions It goes both directions, exactly. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Stephen A. Carter, Group Chief Executive Anyone have any other questions? Going, going, time to go home. Thanks very much for everyone's time and attention. We’ll be around for a while if people want to ask us one on one questions, and Tim and Marina are here as well. Thank you very much. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . END

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