UBM plc
2013 ANNUAL REPORT & NOTICE OF 2014 ANNUAL GENERAL MEETING
UBM plc ("the Company") announces that its Annual General Meeting will be held
at 2.30pm on Tuesday 20 May 2014 at The Goldsmiths' Centre, 42 Britton Street,
Clerkenwell, London EC1M 5AD. In connection with this, the following documents
have been posted or otherwise made available to shareholders today:
Annual Report & Accounts for the year ended 31 December 2013
Notice of 2014 Annual General Meeting
Form of Proxy for the 2014 AGM
In accordance with Listing Rule 9.6.1, copies of these documents have also been
submitted to the UK Listing Authority via the National Storage Mechanism and
will be available for viewing shortly at www.hemscott.com/nsm.do
The 2013 Annual Report & Accounts and Notice of the 2014 Annual General Meeting
will also shortly be available on the Company's website at www.ubm.com.
The appendices to this announcement contain additional information which has
been extracted from the Annual Report & Accounts for the year ended 31 December
2013 ("the Annual Report") for the purposes of compliance with the Disclosure
and Transparency Rules ("DTR") and should be read together with the
announcement of the results for the year ended 31 December 2013, which can be
downloaded from the Company's website www.ubm.com. This announcement should be
read in conjunction with, and is not a substitute for, reading the full Annual
Report. Together these constitute the information required by DTR 6.3.5 which
is required to be communicated to the media in full unedited text through a
Regulatory Information Service.
Anne Siddell
Company Secretary
APPENDICES
Appendix A: Directors' responsibility statement
The directors are responsible for preparing the Annual Report and the financial
statements in accordance with applicable law and regulations. The Companies
(Jersey) Law 1991 requires the directors to prepare financial statements for
each financial period in accordance with generally accepted accounting
principles prescribed for the purposes of the Law for market traded companies.
The financial statements of the Company are required by law to give a true and
fair view of, or be presented fairly in all material respects so as to show,
the state of affairs of the Company at the end of the period covered by the
accounts and of the profit or loss of the Company for that period. In preparing
these financial statements, the directors should:
- Select suitable accounting policies and then apply them consistently;
- Make judgments and estimates that are reasonable and prudent;
- Specify which generally accepted accounting principles have been followed in
their preparation; and
- Prepare the financial statements on the going concern basis unless it is
inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping accounting records which are
sufficient to show and explain the Company's transactions and are such as to
disclose with reasonable accuracy at any time the financial position of the
Company and enable them to ensure that the financial statements prepared by the
Company comply with the requirements of the Companies (Jersey) Law 1991. They
are also responsible for safeguarding the assets of the Group and the Company
and hence for taking reasonable steps for the prevention and detection of fraud
and other irregularities.
The directors are responsible for the maintenance and integrity of the
corporate and financial information included on the Company's website.
Legislation in Jersey governing the preparation and dissemination of financial
statements may differ from legislation in other jurisdictions.
Appendix B: Principal Risks
A description of the principal risks that the Company faces is extracted from
pages 24 to 27 of the Annual Report. Sound risk management is essential in
order to run the business efficiently, pursue our strategy successfully and
ensure the sustainability of UBM. Of the risks identified through our annual
risk review, the following are the key risks from a group perspective:
Risk Impact Mitigation Change in
potential
impact of
risk vs
prior year
Macro- A slowdown in the macro Our strategy is to have No Change
economic environment could adversely a diversified offering
lowdown and/ impact revenue, as across different
or exchange advertising, attendee, markets and
rate sponsorship and other geographies. Market and
fluctuations. discretionary revenue tends credit collection
to be cyclical. A downturn trends are closely
may also result in slower monitored and regularly
debt collections, thereby reported at a
affecting cash flow. divisional level.
Foreign exchange rate Credit policies are
fluctuations could reviewed where
adversely affect our necessary. Exchange
reported earnings and the rate risk is partially
strength of our balance hedged by issuing debt
sheet. in currencies to which
we have significant
exposure.
Specific Our business operates in We integrate key owners No Change
country many geographies, and managers of our
risk and particularly Emerging joint venture partners
emerging Markets, which may present into our development
market logistical and management programmes. We send
exposure. challenges due to different experienced employees
business cultures, into new regions to
languages, anti-bribery work with local
laws, health and safety management teams, in
standards or unfavourable order to show them how
changes in applicable law UBM does business. We
or compliance requirements. adopt rigorous global
Expansion through joint controls and strong
ventures reduces logistical financial systems and
and management issues but compliance requirements
can create governance - new markets are
challenges or affect our subject to the same
ability to extract rewards standards and policies
from our investment. as all other business
regions. Compliance and
governance risks are
managed through legal
and operational
reviews. UBM adopts
global ethical and
operational standards
which meet or go beyond
local requirements. New
market entry is subject
to close Board
monitoring and internal
audit review.
Inability to A disaster or natural Our contractual terms No Change
stage an catastrophe, terrorism, and conditions
event or political instability or generally protect us
inability of disease could affect from the risks of late
customers to people's willingness to cancellations, and we
travel attend our events, which carry business
to an event. could have an adverse interruption insurance
effect on our revenues. to reduce our risk
Similarly the business exposure. We foster
model relies on the strong relationships
availability of venues for with venue operators
hosting events. and plan for
alternative locations.
Sometimes we will
postpone and/or move an
event if necessary. Our
strategy focuses on
diversification and,
where possible,
reducing dependence on
particular sectors or
countries.
Changes in We cannot predict all the Our Scenario Planning Increased.
our business changes which may affect process identifies Given
environment. the competitiveness of the emerging behavioural increased
business, such as changes trends which require pace of
in customer behaviour or action. We seek to technological
technological innovations differentiate our advancement
which would increase proposition from the and
competition or make some competition and ensure behavioural
products or services less our offering satisfies change
relevant. Social media customers' needs and
platforms, search engines delivers value. We
and other online invest in innovative
technologies could all pose digital products
a competitive threat to our through internal and
businesses. Similarly, external development
additional venue capacity and through
could introduce competition acquisition, and seek
as well as enhance to reduce exposure to
opportunities for growth. products which are at
risk, such as print
advertising. Each
division closely
monitors trends and
provides regular
updates to senior
management
Technological System failure could have a Our IT function No Change
risk: significant impact on our operates under clearly
security or business. Uauthorised defined policies,
execution. access to our systems by procedures and
external parties could lead maintenance programmes.
to reputational damage and Disaster Recovery Plans
legal action. The collapse are in place for key
of the Cloud on which systems and these are
various products and subject to regular
systems are hosted could testing. Our internal
have negative consequences audit and information
for our reputation. UBM may security departments
need to carry out new regularly review IT
projects or deliver new systems and security,
services which involve and we conduct periodic
significant capital penetration tests of
investment. Failure to primary systems. We
deliver these efficiently mitigate
could lead to increased project-related risks
costs, delays or erosion of through robust project
UBM's competitive position. management, close
monitoring by internal
audit and the Board,
and by assigning
responsibility at
executive management
level.
Reduced Changes in the availability We have conservative No Change
access to or cost of financing, the levels of cash, credit
capital and availability of suitable facilities and an
ability to acquisitions, the ability attractive maturity
pursue to obtain regulatory profile. We use a range
portfolio approval, integration of borrowing facilities
management issues or the failure to to fund requirements at
element of realise operating benefits short notice and at
strategy or synergies may affect our competitive rates. We
acquisition strategy. seek to reduce
acquisition risk by
applying strict
strategic and financial
criteria, and have
welldocumented
acquisition and
integration processes.
Our acquisition
strategy focuses on
markets adjacent to
areas in which we
already operate.
Internal audit and the
Board monitor the
process closely.
Appendix C: Related party transactions (extracted from page 130, Note 15,
Annual Report)
The Company entered into the following transactions with related parties during
the year:
Transactions Nature of Balances Value of Balances Balances
with related transactions (owed by)/ transactions (owed by)/ (owed by)/
parties due to the 2013 due to the due to the
Company at £m Company at Company at
31 December 31 December 31 December
2013 2012 2012
£m £m £m
UBM Asia Subsidiary
(Thailand) Co <100%
Limited - - 0.1 0.1
UBM Medica Subsidiary
India Private <100%
Limited - - -1 -
Intermodal Subsidiary
Organizacao<100%
de Eventos -1 - 0.2 -1
Ltda
UBM China Subsidiary
(Hangzhou)<100%
Co., Limited - - -1 -1
UBM Brasil Subsidiary
Feiras e<100%
Eventos Ltda - - 0.1 0.1
Sienna Subsidiary
Interlink<100%
-1 - 0.1 -1
* Transactions and balances (owed by) / due to the Company less than £0.1m.
The Company has elected as permitted in FRS 8 not to disclose transactions with
its wholly owned subsidiaries. Unless otherwise stated above there are no
amounts owed by or due to related parties by the Company as at 31 December 2013
and 2012.
Transactions with related parties are made at arm's length. Outstanding
balances at year end are unsecured and settlement occurs in cash. There are no
bad debt provisions for related party balances as at 31 December 2013, and no
related party transactions have been written off during the year.© 2014 PR Newswire
