Good morning, and welcome to Ascential Results Presentation for the Six Months Ended 30th of June, 2024. I'm Rory Elliott, Ascential Director of Investor Relations. Firstly, we'd be grateful if you could familiarize yourselves. In a few moments, you will hear from Philip Thomas, our Chief Executive, and Mandy Gradden, our CFO. They will provide a summary of our results, the recommended offer from Informa, our financials, and the outlook for the rest of the year. You'll then have the opportunity to ask questions, either here in the room or via the webcast link. To begin with, however, we'd like to show you a short video of the highlights of the half. Phil? Thanks a lot, Rory, and morning again, everybody. So before we dive into our results, let me just remind you of the shape of the business, which you can see on this chart. So just to remind you, we're an events-led business with two divisions, the LIONS division and Money20/20. And they serve two end markets, marketing and financial technology, through these two very distinctive brands. And each division is at a different stage of growth. LIONS shows where the model can go. [audio distortion] R eplicate within Money20/20, the diversity of revenues that we benefit from in LIONS. Once we've built out our global footprint, that is, for the Money20/20 event brands. And as you know, one of the most distinctive elements of our business is the diverse mix of revenues, which is extremely uncommon in any events business. This chart shows our revenues for the last 12 months to June, of which a third, as you can see, are not dependent in any way on physical events. This compares to virtually no revenue from those revenue streams 10 years ago. These revenues come from subscriptions, benchmark awards, and advisory services. Sponsorship and delegates make up the remaining 2/3 of our revenues, which we classify as event-driven. Turning to the results for the first half of 2024, both our businesses achieved double-digit organic growth, with marketing growing at 15%, that's the LIONS platform, and on financial technology, Money20/20, growing at 14%. This contributed to overall organic revenue growth for the company of 15%, and 27% organic growth for adjusted EBITDA. You'll remember that last year we grew at 13%, which we delivered in 2023, and so to grow again at these double-digit numbers is particularly pleasing. You'll hear later what drove that revenue growth, healthy volume-based growth, as we expanded both our addressable markets on both brands. Let me take you through our progress against the priorities we gave ourselves at the beginning of the year. Our first priority for 2024 was building momentum to meet our medium-term growth targets and ambitions, and we have built considerable momentum in both the marketing and the financial technology segments. For example, LIONS reached new customer segments through its dedicated program for the creator economy. It succeeded in expanding even further its footprint within the city of Cannes, and grew delegate numbers with a higher take-up of our premium level passes and brand new launches of new passes. Meanwhile, Money20/20 Asia successfully launched in Bangkok, establishing an important foothold in this incredibly valuable market. Secondly, our well-trailed return of value. We've now returned more than GBP 750 million worth of cash to shareholders. We did that through the tender offer in May, and the special dividend in June, and the initial phase of our on-market buyback program, which, as you know, has been paused. And thirdly, concerning the sale of Hudson MX, we can confirm that this remains ongoing, with multiple parties involved. Before I hand over to Mandy, I do want to look at the board's decision to recommend last week, only last week, Informa's offer to buy the group. As we've said, this offer was unsolicited. Nevertheless, as a public limited company, we have a duty, of course, to consider all offers that we believe represent an appropriate value for our business. And for the following reasons, the board found this offer from Informa compelling. The first was that in terms of our market valuation, the offer represented a premium of more than 50% compared to our share price on the 22 of July, before the news broke. The offer represented clarity and certainty, with this value being realised in an accelerated fashion, in cash, on completion of the deal. Thirdly, for our shareholders, when combined with the value already delivered in the first half of the year through the tender offer and the special dividend and the buyback, this offer from Informa represents a total return to shareholders of GBP 2 billion, and that's over twice our market capitalisation back in January 2023, when we announced the results of our strategic review. So this offer is testament not only to the brilliance of our people and our brands that have built the brands that they've built, but correspondingly to the value we have built as a business over time, and I'm very proud of every one of our colleagues who has brought us to this extraordinary point. Perhaps even more importantly for those staff members, Informa is a highly respected business, famed for its expertise in B2B events, its strong ethical culture, and its commitment to innovation. And this offer, therefore, provides an opportunity to not only deliver substantial value for our shareholders, but also, together with Informa's international footprint and extensive capabilities in data and analytics, the potential to unlock further growth opportunities for our brands, and importantly, for our people. Now, in terms of timing, there will be a scheme document published soon, within 28 days of the offer period that began last week, and the shareholder meeting will take place no earlier than 21 days after that date. So I've just mentioned the strength of our brands, and our H1 results only serve to highlight their strength. Now I'm going to hand over to Mandy to go into a bit more detail about our results. Mandy? Thank you, Phil, and good morning, everybody. I'm now going to take you through the financial highlights of the first half. Before we start, however, we're going to remind ourselves of the basis of preparation of our results. We're still working with a rather complex structure as we complete our strategic transition during the first half of the year. As it was the case for our 2023 results, our continuing operations, which you can see in the yellow on the left-hand side of the chart, comprise our marketing and our financial technology segments together with the costs of our corporate centre. As a result, all of our comparatives for H1 2023 have been restated to have these as the sole continuing operations of the company. In addition, Digital Commerce, WGSN, and Hudson have been treated as discontinued throughout H1 2024 and the comparative period, H1 2023. In our discontinued operations, in the first half, that comprises one month, a single month of January, for the trading of WGSN prior to its disposal, together with six months, for the results of Hudson, which, as Phil has mentioned, remains held for sale in an active sale process. And as for 2023, they're treated as discontinued both in the current and the past period, with the results coming in as a single line item within profit after tax. In addition, all of the assets and liabilities that are held for sale are shown as a single item, a single line item in our balance sheet. As you would expect in a period when we sold a large portion of our business, there is significant adjusting items in the half, resulting from the disposal of digital commerce and the WGSN businesses, which completed in January and February this year, respectively. After paying tax and disposal costs, we received around GBP 1.1 billion of net cash proceeds, allowing us, amongst other things, to repay our debt facilities in full. We also, as a result, recognized a large pre-tax profit on those disposals of GBP 516 million, with an associated tax charge of GBP 61 million. And then overall, for discontinued operations, we recognized an adjusted profit after tax for discontinued operations of GBP 433 million, after an impairment of GBP 21 million for Hudson, which we'll come to at the end of my session, section. Lastly, I should add, just like normal, we will be focusing, as we go through the, the presentation, mainly on our adjusted results before adjusting items. So let's turn now to the headlines of the half. As you've heard Phil say, in this first half of the year, we saw very strong double-digit organic profit and revenue growth, in overall. Revenue in the half, as you can see from the chart, was GBP 158 million, up from GBP 136 million in the prior first half period, representing organic constant currency growth rate of 15%, driven by the very strong performance of both of our segments, which we'll look at in more detail shortly. Our adjusted EBITDA for the half year was GBP 65 million, equating to growth of 27%. We should note that this growth, while driven by the top-line performance of our business, has also been enhanced and accelerated by the reduction, the 50% reduction in corporate costs achieved in the first half of this year as we right-sized our corporate cost base to match the scale of the continuing business. Next on the chart, you'll see that depreciation costs were in line with H1 2023, but finance costs, on an adjusted basis, have reduced considerably. This reflects the net cash held during following the receipt of proceeds at the start of the year. And you'll see from my later slides that the interest income on these disposal proceeds, which amounted to GBP 13.3 million of income in the first half, has been treated as an exceptional adjusting item, so it isn't presented on the slide in front of you. Overall, this results in GBP 62 million of adjusted profit after tax, sorry, profit before tax. Our adjusted effective tax rate for the year was 25.4%, producing a profit after tax of GBP 46 million. We delivered earnings per share of GBP 0.119 in the first half, compared to GBP 0.072 in the first half of last year, a growth of 70%. This, of course, reflected our strong operational growth, as well as lower interest costs and of course, that lower share count following the return of value mechanisms executed during the first half. In terms of cash generation, we saw strong operating cash flow conversion of 100%, and we finished the half with net cash positive of GBP 22 million. Let's turn to our first division. We're going to start with marketing, which, as you know, comprises four brands: the LIONS brand, WARC, Contagious, and Acuity Pricing. And you can see from this chart that marketing has demonstrated very strong growth, with revenues up 15% and profits up 13% in 2024. This was led by very strong growth from LIONS, particularly in its delegates and sponsorship revenue streams, where revenue for both of these streams were grew in excess of 20%. As Phil has touched on, very importantly, this was very healthy growth. It was volume-driven growth. We saw strong growth in both delegate volumes, which were up over 10%, and sponsorship customer numbers within LIONS were up over 20%. WARC also grew well, up 7% year-over-year. And pleasingly, our newest business, Contagious, which joined us just under a year ago, with its advisory events and subscriptions revenue streams, also grew strongly in the first half at 11%, and Acuity Pricing was up modestly. Now, let's turn to our financial technology segment, which of course comprises Money20/20. The European edition of Money20/20, which was held in June and attracted over 7,500 attendees and over 2,000 companies, saw revenue reduce by 8%, exactly the same trend as shown by our U.S. show six months earlier on the back of end-market funding disruption in the fintech market. However, it's still very notable that after the very strong growth in 2023, that European show remains considerably more than 40% higher than its pre-COVID mark in 2019. In April, we successfully launched Money20/20 Asia in Bangkok, attracting over 3,000 attendees to the show, over 1,100 companies, and we delivered over 6 mil- just over GBP 6 million worth of revenue in that inaugural year. As you can see on the chart in the lower part, the impact on EBITDA margin of the cost investment that we have made recently, both in respect of the Asia launch, which was only marginally profitable, as well as investment in our new digital product, Twentyfold. Let's turn now to net finance income from continuing operations. You can see that the net finance expense in H1 2023 has become a net finance income in H1 2024. As mentioned earlier, this arises from holding the proceeds from the sales of WGSN and Digital Commerce businesses from early in the half and commencing the return of value in May 2024. As you can see from the bottom of the table on the right, we've treated this large item of GBP 13.3 million of income as an exceptional item, as it relates to that temporary period where we were holding these disposal proceeds, which are, of course, themselves treated as exceptional items also. Turning to tax, as you can see, from this slide, you will see our effective tax rate, on the left-hand side, halfway down on our continuing operations is, was 25.4%, which is broadly aligned to the statutory rate in the U.K., where the majority of our profits are taxed. There is a notable GBP 7 million credit on adjusting profits, largely due to the restructuring of our U.S. entities to affect the WGSN and Digital Commerce disposals, which increase the value of tax-deductible amortization on the fair value of intangibles and goodwill in those businesses. As you can see from the right-hand side, in the Deferred Tax section of this slide, we ended the half with a net deferred tax asset of just under GBP 40 million, and the largest single component of that was created as a result of the restructuring of those U.S. entities, amounting to an asset of GBP 50 million relating to those intangibles to be realized in cash over the next 15 years. Talking of cash, we thought it would be useful to return to our strong cash flow fundamentals in the context of our recent performance. As you know, we have increasing levels of revenue visibility as we progress through the year, and in H1, in particular, where we typically earn about 70% of our revenues and around 90% of our profits. This translates into advanced bookings and invoicing, creating high levels of deferred income, as you can see from the left-hand chart. We averaged GBP 73 million of deferred income over the last 12 months. This, of course, drives a structurally negative working capital position throughout the year, averaging GBP 61 million, as you can see from the chart on the right-hand side. And altogether, taking this in the round, this meant we had operating cash conversion of 100% in H1 2024, with a low, capital expenditure requirement of 2% of revenue, resulting in strong overall cash generation from our operations. For my penultimate slide, we're going to have a look at how this strong cash flow impacted the movement in net debt within the first half of the year. As you can see, we started the year with GBP 318 million of net debt. You'll then see, as I've just mentioned, for those continuing operations, we had good free cash flow conversion of EBITDA into cash with a negligible impact from working capital, modest capital expenditure, and tax payments, as I've just mentioned. Then, after negative free cash flow from discontinued operations of GBP 14 million, largely relating to Hudson's operations, there was GBP 68 million of deferred consideration paid together with a small investment. Essentially, the payments needed made to take full legal control of Hudson through the exercise of the put option back in April. By far, the largest items, though, on this chart, clearly are the GBP 1.128 billion of sales proceeds received, net of tax and deal costs, with over GBP 750 million of value returned to shareholders to date. After leases and other smaller items, such as FX, this resulted in an overall cash position at the end of the half of GBP 22 million. I will now conclude my section of the presentation with a very brief summary regarding Hudson MX. As we said in our July the first release, the sales process is ongoing and involves multiple parties, and this remains the case. As such, Hudson is treated as both discontinued and held for sale in our results and our reporting. From an accounting perspective, we have revalued the business at June 30th, reflecting factors including updated assumptions for trading and economic conditions, including discount rate, which has resulted in a write-down of GBP 21 million. Note, however, that this valuation is extremely sensitive to several inputs, including cost of capital and the rate of assumed revenue growth, as you can see from the chart. And lastly, we should remind you that any net proceeds after disposal costs, and the operating cash outflows of Hudson over the period to disposal from a sale of Hudson, if received prior to the court sanction hearing to effect the Informa offer, subject of course to approval by shareholders, et cetera, will be due to Ascential shareholders. I will now hand you back to Phil to conclude our presentation with the outlook. Thank you, Mandy. As you've heard, we've just reported very strong results for the first half of this year. As we look forward to the second half of 2024, we're focused on leveraging the considerable momentum that we've gathered during the first half. For Money20/20 USA, which is, of course, the big show in Vegas in October, forward bookings are currently in line with prior year. Given the typical balance between the first half and the second half trading, in the light of that very, very strong trading in the first half, we do expect to report constant currency revenue growth rates towards the top end of our medium-term target range in 2024. In 2025, we're expecting to benefit from these strong results and this strong level of momentum, as particularly in the marketing division. That concludes our presentation. Thank you very much for coming, and for those on the screen, thank you for watching. Now we're very happy to take any questions. Thank you. Nick was first. Then Nick, then Will, and I have one question on the line from Dan at HSBC. So go ahead, Nick. Yeah, it's Nick Dempsey from Barclays. I've got two, please. So typically, you haven't really commented on next year at the first half stage, but you're talking about strong levels of momentum in marketing benefiting next year. What exactly do you mean by that? I mean, do you have some visibility on sponsorship, or we're just feeling that it was a good, great show this year, it's probably gonna be a good show next year? Can you just maybe help us understand why you're making that comment about next year at this point? And the second question: given the parties you're negotiating with on Hudson know that you need to get this done by sometime in Q4, won't they just wait until then because they'll think they'll get the best price when they're close to the wire? So won't they just sit on their hands until the very last moment? Shall I take the first one, and you take the second one, Mandy? Yes. Thanks, Nick. So in terms of the momentum in marketing, yeah, you, you nailed it, actually. It's two things. So firstly, our sponsorship bookings are ahead of this time last year. Fairly, fairly strong growth in terms of how much we've booked now compared to this time last year, so that gives us some comfort. And then the other point you made was just this feeling of momentum because it was such a successful event. What we find historically is, if that were to happen in one year, generally speaking, absent a COVID or a financial crisis, that does translate into strong growth for next year. So it's kind of just that momentum feeling. And those are the two reasons. As you know, we haven't got any more data than that, and we won't have any more data for quite, quite a few months. In respect of the Hudson sales process, Nick, we're not really gonna comment on it. But I think the thing I would say is that we have been very highly motivated to execute the sale of Hudson since we announced it back in October 2023, and that really hasn't changed. Will? Yeah, Will Howard from Berenberg. Two from me. Firstly, just on the outlook for the financial technology segment, obviously, we've got Money20/20 left, and you say that bookings are in line with the prior year. Is that purely just in sponsorship, or is that also in delegate? I guess, how much visibility do you have for Money20/20 USA at the moment? Second part of that question is, what can we expect for margin for that division, given where bookings are currently? And then thirdly, just a quick one on corporate costs. Obviously, they were GBP 7.4 million in the first half, and I think you've previously guided to GBP 13 million. So can we expect those to fall in the second half to reach that GBP 13 million number? Thanks, Will. Shall I take the first one, and you take the second two, Mandy? Yes. Yeah. So in terms of fintech, Will, yes, that's right. It is all total revenue, and total revenue is tracking to the levels that it was this time last year, both sponsorship and delegates. So they're both looking very much in line with this time last year. As you know, if you remember back to last year, or those of you who understand the model will know that because of our delegate revenues, it can be very, very late before we see the final number, but at the moment, that's how it's trading, and it's both sponsorship and delegates. So Mandy, you've got margin and corporate costs. Yeah, sure. So in terms of the margin on Money20/20, one of the things that have impacted margin for the first half and will continue to impact the second half, is our investment in the Twentyfold digital product, which has literally just started to get off the ground with the first few initial sales. And so I'd expect to see roughly GBP 1 million of cost in the second half that is associated with that, which, you know, is obviously greater than in respect to last year. But from the point of view of, Money20/20, and the bookings currently, we're sort of 14, 15 weeks ahead of the U.S., with levels similar for both, as Phil both delegates and sponsorship, as Phil has mentioned. And therefore, you should assume that the margin will not vary materially in the second half other than this Twentyfold item that I've just mentioned. So that's where we are in terms of margin for Money20/20. In terms of corporate costs, there is a variation, usually in the first half of the year, where there are more costs in the center than in the second half, and that is driven, in part, bizarrely, by the holiday pay accrual, which is a large thing that happens in the first half and then completely reverses in the second half when people actually take their holidays. So we would expect to be perhaps a little above the GBP 13 million, but not at the sort of double GBP 7.5 million or GBP 15 million level. So perhaps GBP 14 million would be probably be a little closer to the mark than, than the GBP 13 million that we were intending to deliver. So not significantly different. Tom? Tom? So thank you. It's Tom here from Citi. Two questions, and I apologize if you did say this at the time because I came in late. I do apologize. Money20/20 Asia, was that profitable at the gross margin level? Yes, slightly. Slightly. Perfect. Okay, very clear. And then, re Hudson MX, I know you, you've obviously been very clear about the process being ongoing, multiple parties. I suppose, you know, there may or may not be an incremental opportunity for Ascential shareholders. What's the fallback if a sale doesn't happen? Is there any cost to Ascential shareholders from here on in, or is that—is it asymmetric in the sense that Informa will sort of carry the cost of— I think Ascential shareholders obviously benefit to the extent that there is a disposal ahead of closing. And yes, there is. Ascential shareholders don't have a downside opportunity on Hudson. Was there one on the wires, did you say? Yes, there was. Sorry, let me just go to that. Put my glasses on so I can read it. There is only one question, which is from Dan: "What is Hudson's current monthly cash burn?" This is Dan Cowan at HSBC. "What is Hudson's current monthly cash burn, and what level of fees do you anticipate on the disposal of Hudson?" The answer to that is, the current monthly cash burn is between $3 million and $4 million a month, and the level of fees is not something that we would disclose. So sorry about that, Dan. Paul? Thank you. Three questions. No, just kidding. Three points, really. The first is to say, wow, what a fantastic job for all stakeholders from everyone in this room, but also some absent friends, and I'm thinking of Scott Forbes and Duncan Painter, who've done such an amazing job for Ascential over the years. Second point, I think, is probably just to say, I completely concur, Informa, brilliant home for the assets and, the people of, Ascential, so you found them a very good home. Then final point is just a personal one from me. Real career highlight, working on the, Ascential IPO, going back to sort of Top Right days, in Apax offices in 2013. Really enjoyed working with you all. I wish you all the best for the future, and hope our paths cross again. That's very nice. That's lovely. Thank you very much for that. Thank you, Paul. Most unexpected, Paul, but much appreciated. Oh, and on behalf of Duncan and Scott, of course, not here, many thanks for those comments. And yeah, I agree. I think that Informa is an amazing home, probably the best home that you could really hope for these assets to go into. So thank you for those comments. Really appreciate it. I wonder if that's the high we end on. Are there any other questions from the room, or indeed, on the wires? Nothing more on the wires. Thank you. In that case, thank you very much for coming, everybody, and we'll draw it to a close. Thanks very much. Thank you. Thank you.
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