Morning, everyone, and welcome. I'm delighted to be speaking with you today to cover a strong trading update and our strategic review conclusions. Please familiarize yourself with the important disclaimer ahead of our agenda chart. At the end of this brief presentation, we have allocated the majority of the time today to take your questions, either on the phones or via the webcast. Starting with our trading update, I am very pleased to say that 2022 ended ahead of the top end of the current consensus range for both revenue and EBITDA. Digital Commerce performed well, growing revenue by an expected 15% on a pro forma basis. With challenging economic conditions at the end of the year, this result emphasizes the strong competitive advantage that we provide to our customers. Digital Commerce adjusted EBITDA margin in H2 rose to between 13% and 15%, giving a margin of 8%-10% for the full year. In other segments, Product Design continued its excellent performance, driven by record levels of customer retention. All products, Product Design products were in growth. Our Events businesses, the Marketing and Retail Financial Services segments both saw significant growth in the year. Money20/20 in the US was up over 50% in both 2021 and 2019 pre-pandemic year. While the 2023 economic outlook remains unclear, the high levels of customer engagement seen in 2022 has translated into strong levels of customer retention for Product Design and our DC business, plus strong rebooking for our 2023 events. Lastly, looking at the balance sheet, we finished the year with approximately GBP 218 million of net debt, representing leverage of less than 2x EBITDA. Turning now to our strategic review. We conducted our review through 2022 in order to establish the optimum structure for Ascential to deliver its strategy and maximize shareholder value. As you can see from 2022 results, we have excellent businesses, each with strong prospects in sizable markets. They also have differing operating models, financial profiles, cultures, and capital requirements. The board has decided to progress with a series of interdependent actions, which we believe will unlock significant shareholder value while also setting the company up for long-term success. These are initiate a process for the sale of WGSN, with the intention of returning a significant proportion of the proceeds to shareholders, as well as providing growth capital for Digital Commerce and our Events business. Pursue a separate Digital Commerce business. Sorry, a separation of our Digital Commerce business into a publicly traded listing in the United States. These actions will create a global leading, well-capitalized Events business, which will be the Apple of the events industry. It will be unique in only running high-quality products and well-positioned to build and consolidate specialist events that aspire to be global leading products like our other two. Moving to the sale of WGSN. WGSN under Ascential stewardship has become an extremely high-performing business. We believe that the time is now right to unlock the value that has been created in this business while providing WGSN with the right owners to take it forward into the next chapter of its growth. Proceeds from the sale of WGSN, which we believe will be an extremely attractive investment for many potential acquirers, will be used both to realize near-term returns for shareholders, as well as to further capitalize Digital Commerce and invent, and invest in our Events business. Turning now to our listing of Digital Commerce. It is clear that the US represents the natural long-term listing location for this business. Not only do the majority of revenues originate from the US, but North America is also home to the greatest proportion of leaders and its employees. Furthermore, a US listing will provide an appropriate equity currency with which to continue to attract and incentivize the very best talent and opens up incremental pools of capital. In terms of our intended leadership, subject to these actions being approved by shareholders, it is our intention that the leadership of Digital Commerce will be Scott Forbes and Duncan, myself as Chair and Chief Executive Officer, respectively, with further appointments will be announced. The leadership of Ascential plc will be Rita Clifton as Chair, Phil Thomas as Chief Executive, and Mandy Gradden as Chief Financial Officer. The board is confident that these are the best leaders to take these businesses forward. To summarize and conclude before moving to questions, our trading is strong and our business models are resilient, as well as demonstrating strong growth in tough economic conditions. We are moving from a position of strength. We believe we will attract competitive offers from a pipeline of sponsors and strategic buyers for WGSN that recognize the value of this outstanding business. This change at a point of strong performance provides our shareholders with investment choices going forward, while providing the potential for a strong return for their support to date. The board will take a disciplined approach to the timing of the sale of WGSN, US listing of the Digital Commerce business and standing up events as a separate UK-listed Ascential business. Although considerable work has been completed to date, we are at the start of this process. We look forward to progressing with detailed shareholder conversations over the coming weeks to move forward with our proposals. With that final detail, we'd like to open up for questions. Although you will understand that because this is the start of the process, we may not be able to answer all of your questions at this stage. Thank you, Duncan. I think we're now going to hand over to the operator to go to questions on the phones. Operator, if you could tell people how to ask their questions, please. Of course. Thank you. If you'd like to ask a question via the telephone lines, you can do so by pressing star followed by one on your telephone keypad. If you choose to withdraw your question, please press star followed by two. When preparing to ask your question, please ensure your line is unmuted locally. As a reminder, that's Star followed by one on your telephone keypad now. Our first question comes from Gareth Davies of Numis. Gareth, your line is open. Please go ahead. Morning, guys. A couple from me. The first one, could you talk a little bit about the organic performance in Digital Commerce through Black Friday and Christmas and then into January and sort of the dynamic going on in that business? Secondly, moving to the strategic review, is there anything more you can give us in terms of your hope on sort of timeline for all of this? I just wondered if there's a little more color there. Thirdly, it's quite a black and white really in terms of can you say whether you've had any explicit approaches for WGSN at this stage? Thank you. Duncan, would you like to do the recent organic growth in DC? Yeah, no, very happy to take DC and then, if you want to take the timeline. I am. Yes. am. Yes. I'll take the final bit. Yeah, so look, in terms of overall trading, Gareth, look, I think, you know, if we start with the macro, I mean, it, you know, it's very clear that, you know, certainly, we saw very different styles of trading going on in different parts of the world, through the Christmas or the sort of festive window, and into this year. That you know will also be reflected, I think, as you see results coming through on platforms where, you know, overall the US, was definitely softer than has been in any previous period, but held up better than certainly Europe and the UK did with the UK, actually, being the least well-performing economy in Digital Commerce. From our business' perspective, you know, we mirrored many aspects of that and of course we are US weighted. You know, what we've seen for our customers is a kinda top-end performance in the marketplaces. You know, we were happy and most of our customers were very pleased with their trading through that window. Less so obviously, customers obviously again felt we delivered strong performances in the UK, but I think as an overall market they would've been pretty upset with the UK market's performance in all forms of commerce. Obviously Europe held up slightly better than the UK and again, we delivered well there. You know, my general view on organic trading is, you know, if you take into account the environment around us and obviously I'm sure it wasn't lost on people that saw other e-commerce businesses perhaps more exposed to Europe than the US. You know, having to make less positive updates in the last few weeks, you know, we really do feel considering the tough conditions it shows, A, the power of picking marketplaces and our particular business model and, B, building the capabilities that empower B2B brands to optimize into those marketplaces, which again I think gave us the ability to outperform many other business models around us. In terms of timelines, Gareth, it's a really good question, and it's one we expect to get a lot of questions about. We really are just now at the start of the process. We anticipate that that process commences today effectively, with shareholder conversations so that we can get clear feedback from our shareholders, who are obviously, one of the, if not the key driver of all of our activities. This will be a many months process. I think at this stage we're not able to commit to any timeline more firm than that, other than to say, it starts with that, those shareholder conversations over the coming weeks. Yeah. Look, you know, WGSN is a very high quality asset and therefore, you know, I think it would be naive for us to suggest that it isn't, you know, a business that people show interest in. So, you know, yes, we're certainly confident that there is a pent-up interest in that business. Thank you very much. Bye. Thanks, Gareth. Thank you. As a reminder, if you wish to submit a question, please press star followed by one on your telephone keypad now. Our next question comes from Nick Dempsey of Barclays. Nick, your line is open. Please go ahead. Yeah, good morning, guys. I've got three. First one, just as a little bit of a follow-up for Gareth. I guess you're showing us the Digital Commerce organic growth of high single digits, second half 2022. Did that growth get worse as you went through the half? Was the kind of exit rate in November, December clearly worse than that high single digit? That we can get a bit of a sense of the momentum into 2023. Follow-up on Digital Commerce. You said previously that you expect about a 15% margin now for Digital Commerce 2023, so that at the half year 2022. Is that something that could still be achievable based on what you're seeing in the business? Third question. If you were to receive offers for any of your assets other than WGSN at this stage, would you listen to those? Are you completely wedded to the process as you have set it out in your release this morning? Thanks, Nick, for the questions, by the way. I'm happy to do the first of those two. Okay. I'll take the last one. Yeah, please do. Yeah. Yeah. Nick, we didn't see any material variation in the growth rate between Q3 and Q4. We know that Q4 is always a very big quarter for us. Really, we couldn't become clear in terms of what the outcome was gonna be, really until we saw November and December come into the bag. There wasn't a material worsening during those quarters. In terms of margin outlook, as you said, we've broadly made our margin guidance 13%-15% in the second half of 2022. We're not going to be providing any sort of forward guidance today. I'm afraid we will be saving that up for the results announcement, which occurs in about eight weeks time. Certainly we are pleased to have broadly made that margin guidance for 2022, second half. Yeah, look, Nick, on the third question, we've spent a considerable amount of time, as you know, through 2022 looking at all machinations of our strategic review outcomes. So, you know, we have a plan that we bought out of that we do believe is the most optimal plan. At the end of the day, you know, we're a public company and, you know, as a board, of course, if someone was to come in and provide a valuation for a company that exceeded our expectations, beyond where we think we can get to through the execution of our plan, then of course, we're going to listen to it. Thanks very much, guys. Thanks, Nick. Thank you. As a reminder, if you wish to submit a question via the telephone lines, please press star followed by one on your telephone keypad now. Additionally, if you are listening via the webcast, you can type your question in the Ask a Question box. Our next question comes from Tom Singlehurst of Citi. Tom, your line is open. Please go ahead. Yeah. Good morning, Duncan and Mandy. Thank you very much. I apologize 'cause I got cut off at the beginning of the call, so I do apologize if I'm about to ask something you've already covered. I really wanted to focus on why WGSN in particular has, you know, there's a plan to separate that out and because the sort of intelligence and events sort of package felt really coherent and not necessarily in terms of product overlap, but in terms of the complementarity between recurring revenue and maybe slightly more volatile events revenue. Can you just? As I say, I apologize if you're rehashing old ground here. No, no. Sort of outline again what the sort of dis-synergy of taking those two things or separating those two sets of assets. Yeah. Look, firstly, good to hear from you, Tom. Look, I think what I would say to you is the most consistent feedback that we have received as an organization through our comprehensive shareholder study that we did and through the exercise last year, is that, you know, shareholders in the main, really do you see that the combination of assets really does not allow them to make the best choices and that we aren't receiving, and will not receive, the best value for our company as the elements stay together. That was seen as much as the business and operating model of WGSN, which is a pure play subscriptions business, compared to, say, the events businesses versus to the DC businesses, you know, where our shareholders have consistently fed back that they really do see those as three very separate business models and want the choice, and feel that the assets would achieve much greater values, as standalone organizations. That's why when we came to the conclusion of our review, as we said, this review was about, really about optimizing both the execution of the strategy, so setting WGSN up for great success as we will do events and DC through our plans, we believe, but also of course then maximizing shareholder value through one change, and that's why we've made the choice that we've made. I do think also we've got quite a good track record of ensuring that when we do make disposals of assets, we make them for good values. Certainly when we looked at the relative maturity of the different aspects of our portfolio of companies, WGSN feels the most optimized from a valuation perspective as of today. Perfect. One quick follow-up, on, Digital Commerce. Obviously, it sounds like plan A is a, you know, a separate listing in the US, which makes sense for a ton of different reasons. Just to clarify that, I presume that means that, you know... Well, I presume it doesn't mean that you wouldn't accept, you know, a direct offer for that asset in the event that that was forthcoming, you know, at the same time you're exploring as would be an IPO option? Yeah, look, at the end of the day, Tom, you know, and it's a slight overlap in what Nick asked, but I think that we have, you know, very clear views of what we think the medium and long-term values of these companies are, which we think is substantive. Some of these moves are about ensuring that shareholders can not only get the value of that, but continue to get the value of that should they follow our decisions. Yes, at the end of the day, we, as I said earlier, look, we are a public company. If we believe a third party is offering a substantive premium above what we think the long-term value of that company is, of course we'd have to consider it very seriously as a board. You know, what we've been trying to balance in all of these reviews is the recognition that there is significant value unlock, not just short-term, but long-term in these assets. It was really important to us that we gave the opportunity to the majority of our existing shareholders, the opportunity to take advantage of that significant unlock, and therefore not, you know, not effectively feel like the companies have been sold at an undervalue to long-term value creation. That's super clear. Thank you so much for taking the questions. Thanks, Tom. Thank you. Our next question comes from Daniel Cohen of HSBC. Daniel, your line is open. Please proceed. Good morning. I've got three questions as well. One is on cash flow in the second half. Just wondering if you can outline what was in that. You mentioned you disposed of RWRC. Just wondering whether there's any impact of that in the second half and/or whether there is any further investment in other businesses in H2. That's the first one. The second one is on why sell WGSN and not events? What would happen to Hudson MX in all of this? Where would they end up, and what are the plans for that? Finally, is there any maximum time limit for all of this? When's the latest you'd hope to get this all done? Thank you. Sure. Shall I cover cash flow? Yeah, okay. I think there was actually four in there, but we can take them as three. Yeah, sorry. Sorry, I threw up an extra one in there. Sorry. Sorry. That's all three. That's fine. I think we had cash flow. We had why sell WGSN and not events. Oh, sorry. Hudson MX. I missed that one. Yeah. We had time limits. How do you want to split those up? Why don't I start with time limits, then do cash flow. And then I'll take- Ask you to do the other two. Of course. All right. Thanks, Mandy. Dan, just on time limits, no, there isn't a time limit that we're setting. As I said, it's what we consider to be today is the start of that conversation with our shareholders, which will start a multi-month process. We don't think it would be wise to set ourselves any sort of parameters or limits on that. Sorry, Mandy, I think it might be just to reinforce that we are, you know, we wanted to be completely transparent very early in this process with our shareholders. We wanted them to understand our thinking and have, you know, plenty of runway in which to, you know, review that with us and input to that. You know, again, I'll emphasize that in the case of, for instance, the WGSN sale, we are announcing our intention to sell it. We have not started a process to sell it. Just to really reassure people that we are coming to the market and our shareholders right at the start of this process, so very early days. Sure. Dan, in terms of your comments on HT cash flows, I think probably the biggest item in the HT cash flow is the revaluation of the dollar debt, which added GBP 16.16 million to our debt number. In terms of RWRC, you are right. As we mentioned, we did dispose of that right at the end of the half. The proceeds for that are not significant in the context of the group, as people probably are aware, the business was just a little around breakeven from a fully loaded profit perspective. In terms of other investments, in the second half, yes, we did continue to make some small investments within Hudson MX. That's obviously one of your questions, so I'll ask Duncan to make that. The only other thing I would make about H1 versus H2 is that because of the very large scale of Cannes Lions, when combined with Money20/20 Europe, we see typically a much bigger inflow, operating inflow in H1 than in H2, where we have situations, for example, where the Marketing business unit would make losses because all of their revenues are H1. H1 is where the action is, frankly, in terms of cash flow, typically in our company. Duncan, do you want to talk about Hudson and why not sell events? Yeah. WGSN versus events. Look, I think we have to take a slight step back, you know, and certainly, I personally have obviously been very engaged in this journey. Look, WGSN has been a business that we have invested and really worked hard on as an organization to get it to the standard it is today. That's been a for me, almost a 12-year journey with that business. We really do feel that after a period of pretty good investment in it from the IPO, the launch of a number of new subscription products that are now starting to and have been, you know, really coming through, hence its increase in performance over time. You know, we really feel that that business has come to a logical chapter where, you know, now is the time to really recognize the value of what we've created, but also set them up with new shareholders because they'll likely need to go through a new chapter to find future growth opportunities for themselves going forward. You know, it seems a logical time. On our events companies, we really do feel that there's still a lot of value to be created for our shareholders in the next few years. We really wanted to ensure that, you know, we both create a perfect environment for that, and make sure our shareholders reap the reward of that. Finally, on Hudson MX. Hudson MX, as you know, we're a minority holder. We own less than 20% of the equity of Hudson MX. Hudson MX as a company are going through their own reviews as to how they progress. I think we've been pretty transparent that, you know, in the longer term or the medium term, we do see the potential as that business progresses, that we would want to perhaps take a bigger ownership of that business. That's obviously, you know, that's a desire rather than a hard option that we have today. Depending on all of that and how they progress, you know, at the moment, Hudson MX is more aligned with our Digital Commerce businesses than it is the remainder of the group. We remain that minority holder. Yeah, we remain a minority holder and, you know, there's nothing more to say on that at the moment. Okay. Thank you very much. Thanks. Thank you, sir. Thank you. At this time, we currently have no further questions via the telephone line. I'll hand back over to the team for any additional questions via the webcast. We have a question from a shareholder. Good morning, Duncan and Mandy. Congratulations for the results. How should we think about SG&A costs in Digital Commerce? Would you take the opportunity of tech layoffs? I think maybe you take that latter part of it first. I might mention a little bit on overheads. Look, I think, you know, let's be very clear. We just presented our business back at hitting the margin levels that we expected. We said we went through the first half with investment for growth, and that came through, but we said we would recalibrate that through the second half. Hence why we set the expectations of kind of mid-teens margins for the business. You know, we've been able to give a pretty good indication today that that's where we are. You know, we haven't, you know, we didn't and haven't in our business got ourselves into the situation where we needed to, as the tech companies seem to have needed to, take significant reductions in workforce, because we've kept our operating units within the year in line with our income. No, we wouldn't be expecting to do any tech layoffs. In terms of SG&A, so general overhead and administration costs, as we are at the, you know, we're not at the start, but we're in the process of integrating all of the 12 individual brands, those SG&A costs are higher today than we would expect them to be in a few years' time as we gradually go through that integration process and eliminate some of that duplication. However, that isn't something which we expect to have a material impact in the short term, but it's certainly one of the things that. One of the benefits in the business case for integrating those acquired brands in with our existing businesses. Doing well through that process. Yeah. Are there any other questions, Rory, on the webcast? Operator, are there any other questions on the line, on the telephone? We currently have no questions registered. Okay. On that note, firstly, we thank everyone for joining us today to ask questions and engage with our plans. We now look forward to engaging with our shareholders in an active conversation over the coming weeks. Of course, you know, we will next see everyone where we'll be able to provide more detail through our results presentations later in the back end of the first quarter, beginning of Q2. Thank you all for joining us, if you have any other questions, of course, please contact us. Thank you. Thank you.
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