CENTAUR MEDIA PLC — Proxy Solicitation & Information Statement 2012

Jun 22, 2012

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you are recommended to seek your own advice immediately from a stockbroker, solicitor, accountant or other professional adviser authorised under the Financial Services and Markets Act 2000 (as amended) if you are in the United Kingdom, or from another appropriately authorised independent financial adviser in a territory outside the United Kingdom. Where in this document a summary is provided in respect of certain financial information, Shareholders should read the whole document and not rely solely on the summarised financial information.

If you have sold or otherwise transferred all of your Ordinary Shares, please forward this document, together with the enclosed Proxy Form, at once to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for delivery to the purchaser or transferee. Such documents should not however be forwarded or transmitted in or into any jurisdiction in which such act would constitute a violation of the relevant laws in such jurisdiction. If you have sold or transferred only part of your holding of Ordinary Shares, you should retain these documents and consult the stockbroker, bank or other agent through whom the sale or transfer was effected.

This document does not constitute an offer or invitation to any person to subscribe for or purchase any securities in Centaur.

Numis Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for the Company and for no one else in connection with the Proposed Acquisition. Apart from the responsibilities and liabilities, if any, which may be imposed on Numis Securities Limited, by FSMA or the regulatory regimes established thereunder, Numis Securities Limited accepts no responsibility to any person other than the Company for providing the protections afforded to customers of Numis Securities Limited or for providing advice in relation to the Proposed Acquisition, the contents of this document or any transaction, arrangement or other matter referred to in this document.

This document should be read in conjunction with the enclosed Proxy Form and the definitions set out in Part 7 of this document. The whole of this document should be read and, in particular, your attention is drawn to the letter from the Chairman of the Company set out in Part 1 of this document which contains the unanimous recommendation by the Directors to Shareholders to vote in favour of the Resolution to be proposed at the General Meeting.

Centaur Media plc

(incorporated under the laws of England & Wales with registered number 04948078)

Proposed acquisition of the entire issued share capital of E-consultancy.com Limited

and

Notice of General Meeting

A notice convening the General Meeting of the Company to be held at 10.00 a.m. on 9 July 2012 at the Company's offices at Wells Point, 79 Wells Street, London W1T 3QN is set out in Part 8 of this document.

Whether or not you propose to attend the General Meeting, please complete, sign and return the accompanying Proxy Form in accordance with the instructions printed on it as soon as possible. The Proxy Form must be received by the Company's registrar, Share Registrars Limited, not less than 48 hours before the time of the holding of the General Meeting. The Proxy Form may be delivered by hand, fax or scanned and emailed to Share Registrars Limited so that it is received by Share Registrars Limited by no later than 10.00 a.m. on 7 July 2012 (being 48 hours before the time appointed for the holding of the General Meeting). CREST members can also appoint proxies by using the CREST electronic proxy appointment service and transmitting a CREST Proxy Instruction in accordance with the procedures set out in the CREST Manual so that it is received by Share Registrars Limited by no later than 10.00 a.m. on 7 July 2012. The time of receipt will be taken to be the time from which Share Registrars Limited is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. Completion and return of a Proxy Form or transmitting a CREST Proxy Instruction will not prevent you from attending and voting at the General Meeting in person should you wish.

This document contains forward-looking statements which are subject to assumptions, risks and uncertainties. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, there can be no assurance that these expectations will prove to have been correct. Because these statements involve risks and uncertainties, actual results may differ materially from those expressed or implied by those forward-looking statements. Each forward-looking statement is correct only as of the date of the particular statement. The Company does not undertake any obligation publicly to update or revise any forward-looking statement as a result of new information, future events or other information, although such forward-looking statements will be publicly updated if required by the Listing Rules, the Disclosure and Transparency Rules, the rules of the London Stock Exchange or by law.

CONTENTS

		Page
	Expected timetable of principal events	3
	Corporate Details and Advisers	4
Part 1	Letter from the Chairman of Centaur	5
Part 2	Risk Factors relating to the Proposed Acquisition	11
Part 3	Historical Financial Information on Econsultancy	12
Part 4	Unaudited Pro Forma Statement of Net Assets for the Enlarged Group	36
Part 5	Principal Terms of the Proposed Acquisition	41
Part 6	Additional Information	49
Part 7	Definitions	55
Part 8	Notice of General Meeting	59

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

	2012
Last time and date for receipt of Proxy Form for the General Meeting	10.00 a.m. on 7 July
Last time and date for receipt of CREST Proxy Instructions	10.00 a.m. on 7 July
Last time and date for registration in the Register	10.00 a.m. on 7 July
General Meeting	10.00 a.m. on 9 July
Expected completion date of the Proposed Acquisition	11 July

Notes

1. Reference to times are to London times unless otherwise stated.

2. 1. The dates and times given in this document are based on the Company's current expectations and may be subject to change.
3. 1. Any changes to the timetable set out above will be announced via a Regulatory Information Service.

CORPORATE DETAILS AND ADVISERS

Directors	Patrick Taylor (Chairman) Geoffrey Wilmot (Chief Executive) Mark Kerswell (Group Finance Director) Colin Morrison Christopher Satterthwaite Robert Boyle Rebecca Miskin
Company secretary	Philippa Keith
Registered office	Wells Point 79 Wells Street London W1T 3QN
Financial adviser to the Company	Trillium Partners Limited 23 Berkeley Square London W1J 6HE
Sponsor and broker to the Company	Numis Securities Limited 10 Paternoster Square London EC4M 7LT
Legal adviser to the Company	Macfarlanes LLP 20 Cursitor Street London EC4A 1LT
Registrars	Share Registrars Limited Suite E, First floor 9 Lion and Lamb Yard Farnham Surrey GU9 7LL
Auditors & Reporting Accountants	PricewaterhouseCoopers LLP 1 Embankment Place London WC2N 6RH

PART 1

LETTER FROM THE CHAIRMAN OF CENTAUR

(incorporated in England and Wales with registered number 04948078)

Patrick Taylor (Chairman) Wells Point Geoffrey Wilmot (Chief Executive) 79 Wells Street Mark Kerswell (Group Finance Director) London Colin Morrison W1T 3QN Christopher Satterthwaite Robert Boyle Rebecca Miskin

Directors Registered Office:

22 June 2012

Dear Shareholder,

Proposed acquisition of the entire issued share capital of E-consultancy.com Limited and Notice of General Meeting

1 Introduction and summary

The Board of Centaur Media plc ("Centaur" or the "Company") announced today that Centaur Communications Limited ("CCL"), a wholly owned subsidiary of Centaur, has conditionally agreed to purchase the entire issued share capital of E-consultancy.com Limited ("Econsultancy"). The consideration for the Proposed Acquisition, on a debt-free, cash-free basis, will comprise an initial payment of £12 million payable in cash on Completion and a deferred payment of up to £38 million calculated by reference to EBITDA earned by Econsultancy in the 12 months up to and ending 31 December 2015 and payable in March 2016. Further details on the principal terms of the Proposed Acquisition are included in paragraph 5 of this letter and in paragraph A of Part 5 of this document.

Due to its size, the Proposed Acquisition constitutes a class 1 transaction for the Company under the Listing Rules and therefore is conditional on Shareholder approval at a General Meeting. The General Meeting will be held at the Company's offices at Wells Point, 79 Wells Street, London W1T 3QN at 10.00 a.m. on 9 July 2012.

I am writing to give you further information, including the background to, and reasons for, the Proposed Acquisition, and to explain why your Board believes it to be in the best interests of the Company and Shareholders as a whole and accordingly why the Board unanimously recommends that Shareholders should vote in favour of the Resolution to be proposed at the General Meeting, as each member of the Board intends to do in respect of his or her own beneficial holding of Ordinary Shares.

2 Background to and reasons for the Proposed Acquisition

In June 2011, the Centaur Group initiated a comprehensive restructuring programme which resulted in the Centaur Group being structured into three main operating divisions – Business Publishing, Business Information and Exhibitions.

The key purpose of the Centaur Group's restructuring in June 2011 was to rationalise its decentralised business publishing operations into three market-facing groups within the Business Publishing Division, comprising the Legal and Financial group, the Marketing and Creative group and the Corporate Services group and to allow for the planned disposal of assets in certain niche markets.

In September 2011, at the time of the year end results announcement, the Company set out a clear strategy which included the following objectives: to build market leading positions in high growth markets in the UK and internationally; to increase the proportion of revenues generated from digital media, high value subscriptions and events, and reduce the relative dependency on print and advertising; to invest in high quality content and digital platforms and in major events that strengthen the Centaur Group's position across all its markets; and to leverage scale to deliver rapid growth in EBITDA margins and cash flow. The key performance measures of this strategy are to double revenues, double the proportion of digital format revenues and double the Company's EBITDA margin by the end of 2014.

The Directors believe that digital marketing is increasingly becoming an integral part of the mainstream marketing function of businesses around the world and this belief is supported by WPP and Jefferies estimates that global digital advertising spend will grow to \$100.3 billion by the end of 2012, representing growth of 34 per cent. since 2010. In the US in particular, Forrester anticipates that digital marketing spend will continue to grow over the course of the next five years. As stated above, the Company plans to increase its exposure to digital marketing and to international, paid-for digital revenues. The Directors believe that Econsultancy offers an excellent fit with the Centaur Group's stated strategy.

3 Information on Econsultancy

Econsultancy is a digital and events-led information provider to the global digital marketing and e-commerce community. At the heart of Econsultancy's business is an extensive digital database of data, research and best practice content which can be leveraged to deliver high value paid-for information solutions for marketing and e-commerce professionals globally. Econsultancy is also one of the UK's leading providers of information, training and events in the digital marketing sector and has applied this model in the USA, Middle East, Asia and Australia, with the result that 20 per cent. of its revenues are currently generated in international markets.

Econsultancy's core business is to assist its customers to develop and apply their digital marketing skills. It does this through five major product and service offerings:

• Subscriptions, offering a mixture of proprietary and aggregated third-party content in the form of data, research and best practice guides;
• Events, offering forums, conferences, awards and networking sessions relating to digital marketing, which have been rolled out into multiple markets;
• Training in digital skills, increasingly delivered as bespoke in-company training and through e-learning programmes;
• Professional Qualifications, including the creation of the first MSc in Digital Marketing Communications in 2007 in partnership with the Manchester Metropolitan University Business School. This year Econsultancy will have around 250 students on its Masters courses and is planning to extend its qualifications model into key overseas markets; and
• Media, offering (inter alia) advertising, job listing and sponsored survey opportunities across Econsultancy's online platforms.

Econsultancy's core digital information service currently attracts approximately 380,000 unique visitors per month. Of these, approximately 110,000 worldwide users have registered for additional free services and approximately 5,000 customers pay (by subscription) for enhanced access. Subscribers are either individuals or corporations and include Adobe, Cadbury, Chevrolet, Citi, Dell, Disney, HarperCollins, HSBC, IBM, IPC Media, Microsoft, Sky, Tesco, Visa and WPP.

Econsultancy is headquartered in London, where most of its 60 staff are located but it also has offices in New York, Singapore and Sydney. The business was founded in 1999 by its current CEO, Ashley Friedlein, and Matthew O'Riordan. Key members of Econsultancy's management team include Charlie Salter (Chief Operating Officer), Craig Hanna (Executive Vice President, North America), Peter Abraham (Executive Vice President, Europe, the Middle East, Africa and Asia), Linus Gregoriadis (Research Director) and Chris Lake (Director of Product Development), each of whom has been with the business for at least four years. Ashley Friedlein intends to remain with Econsultancy at least until the end of 2015.

Between 2009 and 2011 Econsultancy's revenues grew by 130 per cent., delivering growth both in the UK (89 per cent.) and internationally (1593 per cent.). In Econsultancy's most recent audited accounts, for the 12 months ended 31 December 2011, Econsultancy reported revenues of £6.6 million, representing an increase of 50 per cent. on the prior period, and adjusted EBITDA of £1.1 million, representing an adjusted EBITDA margin of 17 per cent., profit before tax of £0.6 million and gross assets of £3.3 million. Econsultancy's expansion into international markets has increased its operating costs and affected its margins. The Directors expect these margins to improve as the benefits of this international investment, including an expected increase in subscriptions and e-learning in the UK, US and Asia-Pacific regions, bear fruit.

Part 3 of this document contains additional financial information on Econsultancy, including audited financial information for the years ended 31 December 2009, 2010 and 2011, prepared in accordance with IFRS and the accounting policies of Centaur.

4 Strategic benefits of the Proposed Acquisition

The Directors believe that a combination of Econsultancy with Centaur's market leading publication brand, Marketing Week, will create opportunities to grow revenue further, strengthen both brands and improve Econsultancy's access to strategic, international marketing communities through the provision of marketing, editorial and event support by Marketing Week. The Directors also expect that the premium market access offered by Marketing Week, coupled with the development of Econsultancy's paid-for information portfolio, will increase the current conversion rate of regular users to paying subscribers. Econsultancy also has some overlap with Centaur's New Media Age title and Centaur intends to combine some resources within these brands following Completion.

The acquisition of Econsultancy is expected to accelerate Centaur's transformation into that of a predominantly digital information and events business and to strengthen Centaur's position as a leading information provider to the global marketing community. Notable anticipated benefits include:

• Increased proportion of digital revenues: approximately 36 per cent. of Econsultancy revenues are currently delivered in digital format, which will serve to accelerate achievement of Centaur's key strategic objective of at least 50 per cent. digital format revenues by the end of 2014;
• Increased revenues from paid content: Econsultancy generates over 20 per cent. of its revenues from subscriptions to its content and the Board believes this content offers significant further growth potential;
• Revenue synergies: the Board believes that Econsultancy's revenue potential in the UK will be materially enhanced by virtue of the premium market access provided by Marketing Week;
• International expansion: Econsultancy generates 20 per cent. of its revenues from overseas markets, which grew at a rate of 260 per cent. in the year ended 31 December 2011. The Board believes that these markets offer the potential for Econsultancy to generate more revenues in aggregate than the UK market in the future. Furthermore, the Board intends to explore the scope for enhancing Centaur's existing portfolio by exploiting Econsultancy's presence in these overseas markets; and
• Efficiencies: the Directors anticipate that efficiencies will be created through the sharing of services by Econsultancy and Centaur.

It is proposed that Econsultancy will form part of Centaur's Business Information division, but it will work closely with the Marketing and Creative publishing group within the Business Publishing division and with the Centaur Group's Exhibitions division, with the intention of establishing Econsultancy as the "digital marketing expert" for the wider marketing community, both in the UK and internationally.

5 Principal terms of and conditions to the Proposed Acquisition

The principal agreement covering the Proposed Acquisition is the Share Purchase Agreement. Under the terms of the Share Purchase Agreement, Centaur's wholly-owned subsidiary CCL has conditionally agreed to acquire the entire issued share capital of Econsultancy for the following Consideration:

• £12 million (the "Initial Payment"), payable in cash from Centaur's existing bank facilities at Completion and subject to a possible adjustment following Completion by reference to the net working capital ("NWC") of Econsultancy at Completion as described below;
• a further payment based upon future performance (the "Deferred Payment"), which will be calculated as a multiple of 7.5 times EBITDA earned by Econsultancy in the 12 months ending 31 December 2015, less the amount of the Initial Payment. The Deferred Payment which will not exceed £38 million will be satisfied in cash or, at the election of the Econsultancy Vendors, by the issue of unsecured loan notes which will bear interest at a rate of 1 per cent. above LIBOR; and
• an amount equal to the NWC of Econsultancy at Completion subject to a cap of £500,000. If the NWC of Econsultancy at Completion is negative the Econsultancy Vendors will repay Centaur a sum equal to the shortfall.

Further details of the terms of the Share Purchase Agreement are set out at paragraph A of Part 5 of this document. Your attention is drawn to the risk factors in relation to the Proposed Acquisition set out in Part 2 of this document.

6 Financial effects of the Proposed Acquisition

An unaudited pro forma statement of the net assets of the Company illustrating the effect of the Proposed Acquisition on Centaur's financial results as at 31 December 2011 as if the Proposed Acquisition had been completed on that date, which has been prepared for illustrative purposes only, is set out in paragraph A of Part 4 of this document.

The Board of Centaur believes that the Proposed Acquisition will be materially earnings accretive in Econsultancy's first full year of Centaur ownership.

7 Information on Centaur

Centaur is one of the leading UK-based business information, publishing and events groups. It provides marketing and information solutions to buyers and sellers within several high value professional and commercial market communities. Centaur's focus is on digital solutions, supported by an extensive portfolio of events and, in certain sectors, market-leading print brands. Its main offices are located in London and most of its revenues and profits are derived from the United Kingdom.

Following a reorganisation in June 2011, Centaur is structured into three operating divisions:

• Business Publishing, comprising Centaur's business publishing brands, including the associated sponsored events. The division is divided into three publishing groups: Legal & Financial (brands include The Lawyer and Money Marketing), Marketing & Creative (brands include Marketing Week and Creative Review) and Corporate Services (brands include Employee Benefits and The Engineer);
• Business Information, comprising Perfect Information, a digital business that provides work flow solutions and global financial information across the corporate advisory sector, including investment banks, brokerage firms, consultancies, accounting and law firms; VB Research, a provider of financial news, data, research and analytics to corporations, finance professionals, lawyers and investors active in the global clean energy, security and defence markets; and The Profile Group, a digital provider of forward planning and contact information to media, public relations and marketing professionals; and
• Exhibitions, comprising Centaur's trade show business and the housing market-focused Ascent publishing operations (the principal brand is Homebuilding & Renovating).

8 Current trading and future prospects of Centaur

On 18 May 2012, Centaur released the following interim management statement as an update on Centaur's trading since 1 January 2012 based on results for the 10 month period up to 30 April 2012 and with commentary on Centaur's trading up to 17 May 2012:

"Total digital revenues increased by 9 per cent. and now represent 31 per cent. of total revenues, compared to 28 per cent. for the same period last year. Total underlying revenues across the Group were 3 per cent. ahead of the same period last year, with underlying digital, print and events revenues up 7 per cent., down 3 per cent. and up 6 per cent. respectively. Despite the continuation of challenging trading conditions, the Group expects to report results in line with its expectations for the current financial year.

Across the Business Publishing division, the anticipated weakness in print advertising revenues principally related to the Marketing Week, Money Marketing and Fund Strategy titles. All other print titles and all digital titles reported satisfactory revenue growth. The Group continues to actively manage its portfolio and as planned has discontinued a number of low margin events and products within the division. Forward bookings are 10 per cent. ahead of the same period last year.

In Business Information, underlying revenues continued to show good rates of growth. The VBR and Profile acquisitions have been integrated and are performing in line with expectations. Deferred revenues are 64 per cent. ahead of the same period last year.

In Exhibitions, all events held during the year to date have reported growth in revenues. The key events that run in the last two months of the year, including Marketing Week Live, have forward bookings 20 per cent. ahead of the same time last year. Forward bookings for events that run in the next financial year are 32 per cent. ahead of the same period last year. The Group is also seeing a strong pipeline of new event launches.

As previously announced, the Group continues to actively manage its cost base. Initiatives over the period from 1 January 2012 to 30 June 2012 are expected to deliver in excess of £2 million of annualised cost savings but will result in estimated restructuring charges of £1.5 million. The Group will also report exceptional costs related to acquisitions and earn-out payments.

Operating cash flow in the 10 months to 30 April 2012 was £1 million ahead of the same period last year. Net debt at 30 June 2012 will reflect the impact of the Profile acquisition and will also be impacted by the cash costs of the restructuring initiatives. However, with continued focus on working capital across the Group, leverage is anticipated to be below one times EBITDA at 30 June 2012. Deferred revenues at 30 April 2012 were 12 per cent. ahead of the same time last year.

The Group traditionally generates in excess of 50 per cent. of annual EBITDA in the final quarter of its financial year. April results were in line with forecast and while the Business Publishing division continues to see some volatility in revenues, relative to last year the Group has improved visibility over the last two months trading."

9 Risk factors

Shareholders should consider fully and carefully the risk factors associated with the Proposed Acquisition and the operations of the Enlarged Group. Your attention is drawn to the risk factors set out in Part 2 of this document.

10 General Meeting

As noted above, Completion of the Proposed Acquisition requires the approval of Shareholders voting in favour of the Resolution at the General Meeting. Accordingly, there is set out in Part 8 of this document a notice convening the General Meeting to be held at 10.00 a.m. on 9 July 2012 at the Company's offices at Wells Point, 79 Wells Street, London W1T 3QN. This contains the Resolution to be proposed at the General Meeting, the passing of which will require more than 50 per cent. of the votes cast voting in favour of the Resolution.

11 Action to be taken

You are invited to attend the General Meeting of the Company to be held at 10.00 a.m. on 9 July 2012 at the Company's offices at Wells Point, 79 Wells Street, London W1T 3QN.

If you would like to vote on the Resolution but cannot attend the General Meeting in person, please fill in the Proxy Form accompanying this document and return it to Share Registrars Limited at Suite E, First Floor, 9 Lion and Lamb Yard, Farnham, Surrey GU9 7LL or by facsimile transmission to 01252 719 232 as soon as possible. Alternatively, the completed Proxy Form may be scanned and emailed to proxies@shareregistrars.uk.com. Share Registrars Limited must receive the Proxy Form by 10.00 a.m. on 7 July 2012.

CREST members can appoint proxies by using the CREST electronic proxy appointment service and transmitting a CREST Proxy Instruction in accordance with the procedures set out in the CREST Manual so that it is received by Share Registrars Limited (under CREST participant ID:7RA36) by no later than 10.00 a.m. on 7 July 2012. The time of receipt will be taken to be the time from which Share Registrars Limited is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.

Completion and return of a Proxy Form or transmitting a CREST Proxy Instruction will not prevent you from attending the General Meeting and voting in person should you wish to do so.

Further explanation of the procedures in respect of the General Meeting are set out in paragraph B of Part 5 of this document.

12 Recommendation

The Board, which has been advised by Trillium Partners, considers the Proposed Acquisition and the passing of the Resolution to be in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board unanimously recommends that the Shareholders vote in favour of the Resolution as they intend to do in respect of their beneficial holdings, amounting, in aggregate, to 1,424,756 Ordinary Shares. This represents 0.95 per cent. of the issued share capital of the Company at the date of this document. In providing its advice to the Board, Trillium Partners has taken into account the commercial assessment of the Board.

Yours sincerely,

Patrick Taylor Chairman

PART 2

RISK FACTORS RELATING TO THE PROPOSED ACQUISITION

1 The Proposed Acquisition does not proceed

The Proposed Acquisition is subject to approval by Shareholders at the General Meeting. There is no guarantee that this condition will be satisfied, in which case the Proposed Acquisition will not complete.

The Directors believe that the Proposed Acquisition is in the best interests of Shareholders taken as a whole, in particular because of the opportunities it may provide to deliver increased value for Shareholders. If the Proposed Acquisition does not complete, the Centaur Group's ability to deliver shareholder value may be prejudiced.

2 Integration of Econsultancy business

The failure of the Centaur Group to successfully develop and integrate Econsultancy's business into the Centaur Group, whether due to the restrictions in the Share Purchase Agreement intended to preserve the integrity of Econsultancy's business during the period to 31 December 2015 or otherwise, could inhibit Centaur's ability to achieve the anticipated strategic benefits of the Proposed Acquisition which in turn could have a material adverse effect on the Centaur Group's business.

3 Financing of Deferred Payment

Under the terms of the Share Purchase Agreement, CCL has an obligation to pay deferred consideration to the Econsultancy Vendors in March 2016 of up to £38 million. The Company has agreed to guarantee CCL's obligation to make the Deferred Payment. The Company's current loan facility is due for repayment in February 2016 and the Company may need to refinance its current loan facility or seek further funding in order to finance all or part of the Deferred Payment. The ability of the Company to arrange such funding, if required, will depend upon the financial performance and prospects of the Enlarged Group at the time when the Company seeks to refinance or obtain further funding. Furthermore, the Company's ability to refinance or obtain further funding in the future will depend on the general market conditions at the time.

4 Competitor activity

International competitors of Econsultancy in the US are beginning to market their products in the UK and to Econsultancy's target audiences in the UK. New entrants to the UK market in which Econsultancy operates may adversely affect Econsultancy's business.

5 Dependence on key personnel

Econsultancy's success in the short term post Completion is substantially dependent on the continued services and continuing contributions of its directors and senior management. The loss of the services of any of Econsultancy's senior management in the short term after Completion could have a material adverse effect on Econsultancy's business.

6 Reliance on information systems

Certain divisions of the Centaur Group, Econsultancy and the Enlarged Group are dependent on the efficient and uninterrupted operation of their information technology and computer systems and of services from third-party providers. The Centaur Group, Econsultancy and Enlarged Group have taken precautions to limit their exposure to the risk of material disruption to their information technology and computer systems.

PART 3

HISTORICAL FINANCIAL INFORMATION ON ECONSULTANCY

A Accountants' Report on the Historical Financial Information on Econsultancy

The Directors Centaur Media plc Wells Point 79 Wells Street London W1T 3QN

Numis Securities Limited 10 Paternoster Square London EC4M 7LT

22 June 2012

Dear Sirs

Centaur Media plc

We report on the financial information of E-consultancy.com Limited set out in paragraph B of Part 3 below (the "IFRS Financial Information Table"). The IFRS Financial Information Table has been prepared for inclusion in the circular dated 22 June 2012 (the "Circular") of Centaur Media plc (the "Company") on the basis of the accounting policies set out therein. This report is required by rule 13.5.21R of the Listing Rules of the UK Listing Authority (the "Listing Rules") and is given for the purpose of complying with that rule and for no other purpose.

Responsibilities

The Directors of the Company are responsible for preparing the IFRS Financial Information Table in accordance with International Financial Reporting Standards as adopted by the European Union.

It is our responsibility to form an opinion as to whether the IFRS Financial Information Table gives a true and fair view, for the purposes of the Circular and to report our opinion to you.

Save for any responsibility which we may have to those persons to whom this report is expressly addressed and which we may have to shareholders of the Company as a result of the inclusion of this report in the Circular, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such person as a result of, arising out of, or in accordance with this report or our statement, required by and given solely for the purposes of complying with item 13.4.1R(6) of the Listing Rules, consenting to its inclusion in the Circular.

PricewaterhouseCoopers LLP, 1 Embankment Place, London WC2N 6RH T: +44 (0) 20 7583 5000, F: +44 (0) 20 7822 4652, www.pwc.co.uk

PricewaterhouseCoopers LLP is a limited liability partnership registered in England with registered number OC303525. The registered office of PricewaterhouseCoopers LLP is 1 Embankment Place, London WC2N 6RH. PricewaterhouseCoopers LLP is authorised and regulated by the Financial Services Authority for designated investment business.

Basis of opinion

We conducted our work in accordance with the Standards for Investment Reporting issued by the Auditing Practices Board in the United Kingdom. Our work included an assessment of evidence relevant to the amounts and disclosures in the financial information. It also included an assessment of significant estimates and judgments made by those responsible for the preparation of the financial information and whether the accounting policies are appropriate to E-consultancy.com Limited's circumstances, consistently applied and adequately disclosed.

We planned and performed our work so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial information is free from material misstatement whether caused by fraud or other irregularity or error.

Opinion

In our opinion, the IFRS Financial Information Table gives, for the purposes of the Circular dated 22 June 2012, a true and fair view of the state of affairs of E-consultancy.com Limited as at the dates stated and of its profits, cash flows and changes in equity for the periods then ended in accordance with International Financial Reporting Standards as adopted by the European Union and has been prepared in a form that is consistent with the accounting policies adopted in the Company's latest annual accounts.

Yours faithfully

PricewaterhouseCoopers LLP Chartered Accountants

B Historical Financial Information on Econsultancy

Consolidated statement of comprehensive income for the three years ended 31 December 2011, 2010 and 2009

	2011	2010	2009
Note	£'000	£'000	£'000
Continuing operations
Revenue 1	6,629.6	4,417.4	2,886.1
Cost of sales	(2,106.6) ————	(1,247.9) ————	(617.3) ————
Gross profit	4,523.0	3,169.5	2,268.8
Administrative expenses	(3,930.1)	(2,730.9)	(2,030.2)
Operating profit from continuing operations	———— 592.9	———— 438.6	———— 238.6
Finance income 2	2.8	0.7	1.3
Profit from continuing operations before income tax	———— 595.7	———— 439.3	———— 239.9
Income tax expense 5	(169.4)	(210.7)	(126.7)
Profit for the year attributable to owners	———— 426.3	———— 228.6	———— 113.2
Foreign exchange translation differences	3.7	(3.9)	(6.0)
Total comprehensive income for the period	————	————	————
attributable to owners	430.0	224.7	107.2
	————	————	————

The results in the above consolidated statement of comprehensive income arise wholly from continuing activities.

Consolidated statement of changes in equity for the three years ended 31 December 2011, 2010 and 2009

Attributable to owners

			Foreign
	Share	Share	Exchange	Retained
	capital	premium	reserve	earnings	Total
	£'000	£'000	£'000	£'000	£'000
At 1 January 2009	47.5	164.2	–	113.9	325.6
Profit for the year Foreign exchange	–	–	–	113.2	113.2
translation differences	– ————	– ————	(6.0) ————	– ————	(6.0) ————
Total comprehensive income for the year Transactions with owners:	–	–	(6.0)	113.2	107.2
Dividends (note 17)	– ————	– ————	– ————	(58.7) ————	(58.7) ————
As at 31 December 2009	47.5	164.2	(6.0)	168.4	374.1
Profit for the year Foreign exchange	———— –	———— –	———— –	———— 228.6	———— 228.6
translation differences	– ————	– ————	(3.9) ————	– ————	(3.9) ————
Total comprehensive income for the year	–	–	(3.9)	228.6	224.7
Transactions with owners: Dividends (note 17)	–	–	–	(95.8)	(95.8)
As at 31 December 2010	———— 47.5	———— 164.2	———— (9.9)	———— 301.2	———— 503.0
Profit for the year Foreign exchange	———— –	———— –	———— –	———— 426.3	———— 426.3
translation differences	– ————	– ————	3.7 ————	– ————	3.7 ————
Total comprehensive income for the year Transactions with owners:	–	–	3.7	426.3	430.0
Dividends (note 17)	–	–	–	(115.0)	(115.0)
As at 31 December 2011	———— 47.5	———— 164.2	———— (6.2)	———— 612.5	———— 818.0
	————	————	————	————	————

Consolidated balance sheet at 31 December 2011, 2010, 2009 and 1 January 2009

					1 January
		2011	2010	2009	2009
	Note	£'000	£'000	£'000	£'000
Non-current assets
Investments	8	–	–	–	–
Intangible assets	6	607.9	508.5	366.7	255.5
Property, plant and equipment	7	83.0 ————	96.0 ————	115.5 ————	5.6 ————
		690.9	604.5	482.2	261.1
Current assets		————	————	————	————
Inventories	9	199.5	–	16.6	50.0
Trade and other receivables	10	1,228.7	966.3	472.0	434.8
Cash and cash equivalents	11	1,190.7 ————	1,073.6 ————	602.8 ————	488.4 ————
		2,618.9 ————	2,039.9 ————	1,091.4 ————	973.2 ————
Current liabilities
Trade and other payables	12	(1,333.3)	(1,138.2)	(545.4)	(384.4)
Deferred income	13	(1,099.6)	(965.6)	(628.6)	(512.6)
Provisions	14	(18.0) ————	– ————	– ————	– ————
		(2,450.9)	(2,103.8)	(1,174.0)	(897.0)
Net current assets/(liabilities)		———— 168.0	———— (63.9)	———— (82.6)	———— 76.2
Non-current liabilities		————	————	————	————
Deferred tax	15	(40.9)	(37.6)	(25.5)	(11.7)
Net assets		818.0	503.0	374.1	325.6
Capital and reserves attributable		————	————	————	————
to owners of the parent
Share capital	16	47.5	47.5	47.5	47.5
Share premium		164.2	164.2	164.2	164.2
Foreign exchange reserve		(6.2)	(9.9)	(6.0)	–
Retained earnings		612.5	301.2	168.4	113.9
Total equity		———— 818.0	———— 503.0	———— 374.1	———— 325.6
		————	————	————	————

Cash flow statement for the three years ended 31 December 2011, 2010 and 2009
-------------------------------------------------------------------------------	--

		2011	2010	2009
	Note	£'000	£'000	£'000
Cash flows from operating activities
Cash generated from operations	18	686.3	894.2	530.0
Income tax paid		(154.0)	(48.9)	(39.9)
Interest received		2.8 ————	0.7 ————	1.3 ————
Net cash generated from operating activities		535.1 ————	846.0 ————	491.4 ————
Cash flows from investing activities
Purchase of property, plant and equipment		(20.8)	(12.6)	(128.0)
Capitalisation of costs relating to internally
generated intangible assets		(282.2)	(266.8)	(190.3)
Net cash flows used in investing activities		———— (303.0)	———— (279.4)	———— (318.3)
Cash flows from financing activities		————	————	————
Dividends paid		(115.0)	(95.8)	(58.7)
Net cash flows used in financing activities		———— (115.0)	———— (95.8)	———— (58.7)
		————	————	————
Net increase in cash and cash equivalents		———— 117.1	———— 470.8	———— 114.4
Cash and cash equivalents at 1 January		1,073.6	602.8	488.4
Cash and cash equivalents 31 December		———— 1,190.7	———— 1,073.6	———— 602.8
		————	————	————

Entity Reporting and General Information

E-consultancy.com Limited, ("Econsultancy") a limited liability company registered and domiciled in the UK, was incorporated on 4 August 2000. Econsultancy LLC, a subsidiary company of Econsultancy, is a limited liability company domiciled in the USA and was formed on 4 March 2009. Econsultancy and its subsidiary are together referred to as the "Econsultancy Group".

The consolidated financial information comprises the consolidated statements of comprehensive income, consolidated statements of changes in equity, consolidated balance sheets and consolidated cash flow statements for the years ended 31 December 2011, 2010 and 2009, and the notes to the consolidated financial information.

The Econsultancy Group operates in the online publishing industry, mainly in the United Kingdom, United States of America, Middle East and Far East.

Statement of Accounting Policies

The principal accounting policies adopted in the preparation of this consolidated financial information are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Basis of preparation

The consolidated financial information has been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union and International Financial Reporting Interpretations Committee (IFRIC) interpretations as applicable to companies reporting under IFRS and as they apply to the financial information of the Econsultancy Group. The consolidated financial information has been prepared on a going concern basis under the historical cost convention.

The consolidated financial information is presented in pounds sterling (GBP) as that is the currency of the primary economic environment in which the Econsultancy Group operates, the functional currency.

First time adoption of International Financial Reporting Standards as adopted for use in the EU (IFRS)

The Econsultancy Group's transition date to IFRS is 1 January 2009. The principles and requirements for the first time adoption of IFRS are set out in IFRS 1. IFRS 1 allows certain exemptions in the application of particular standards to prior periods in order to assist companies with the transition process. The exemptions set out in IFRS 1 applied by Econsultancy are disclosed in Note 23. The Econsultancy Group's 1 January 2009 and 31 December 2011 UK GAAP to IFRS financial position reconciliation are provided in Note 23.

As a result of the Econsultancy Group's transition date, the directors of Econsultancy have prepared financial information for the Econsultancy Group for the financial years ended 31 December 2009, 31 December 2010 and 31 December 2011. This financial information is presented in Sterling which is the Econsultancy Group's functional and presentational currency.

Adoption of new standards, amendments and interpretations

(a) New and amended standards adopted by the Econsultancy Group

The following new standards and amendments to standards are mandatory for the first time for the financial year ended 31 December 2011 and were applicable to the Econsultancy Group.

• Annual improvements to IFRSs applicable for annual periods beginning after 1 January 2011 (EU-endorsed 18 February 2011).
• Amendment to IFRS 1, 'First-time adoption of IFRS Limited exemption from comparative IFRS 7 from comparative IFRS 7 disclosures for first-time adopters'. Provides the same relief to first-time adopters as was given to current users of IFRSs upon adoption of the amendments to IFRS 7. Also clarifies the transition provisions of the amendments to IFRS 7. Effective date 1 July 2010, EU-endorsed 30 June 2010.

• 'IAS 24, 'Related party disclosures' (revised 2009). Amends the definition of a related party and modifies certain related-party disclosure requirements for government-related entities. Effective date 1 January 2011, EU-endorsed 19 July 2010.

Although the adoption of the other standards, amendments and interpretations represent a change in accounting policy, comparative figures for 2010 and 2009 have not been restated for these as the Econsultancy Group assessed no impact upon adoption.

• (b) New standards, amendments and interpretations issued but not effective for the financial year beginning 1 January 2011 and not early adopted:
• IFRS 9, 'Financial instruments', issued in November 2009 and October 2010 (effective 1 January 2013 subject to EU endorsement). The Directors anticipate that the adoption of these standards and interpretations in future periods will have no material impact on the financial statements of the Group.
• IFRS 10, 'Consolidated financial statements' (effective 1 January 2013 subject to EU endorsement).
• IFRS 12, 'Disclosures of interests in other entities' (effective 1 January 2013 subject to EU endorsement).
• IFRS 13, 'Fair value measurement' (effective 1 January 2012 subject to EU endorsement).

It is not anticipated that any of the new requirements will significantly impact the Econsultancy Group's results or financial position.

There are no other IFRSs or IFRIC interpretations that are not yet effective that would be expected to have a material impact on the Econsultancy Group.

Basis of consolidation

The consolidated financial information of Econsultancy and its subsidiary to 31 December of each year presented were adjusted where appropriate to conform with the Econsultancy Group's accounting policies.

A subsidiary is an entity controlled by Econsultancy. Control exists when Econsultancy has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to benefit from its activities.

Intragroup balances and transactions and any unrealised gains or losses from these transactions are eliminated in preparing the consolidated financial information.

Revenue recognition

Revenue is measured at the fair value of the consideration received or receivable and represents amounts recoverable by the Econsultancy Group for the sales of advertising space, subscriptions and individual publications and revenue from events provided in the normal course of business, net of discounts and value added tax.

Sales of advertising space are recognised in the period in which publication occurs. Sales of publications are recognised in the period in which the publication is produced. Revenue received in advance for events is deferred and recognised in the period in which the event takes place.

Revenue from subscriptions to publications and digital services is deferred and recognised on a straight-line basis over the subscription period.

Foreign currencies

Transactions denominated in foreign currency are translated at exchange rates prevailing at the transaction date. Monetary assets and liabilities are translated at exchange rates prevailing at the balance sheet date. Any gains or losses arising on exchange are reflected in the statement of comprehensive income.

The results and financial position of the Econsultancy Group entities that have a functional currency different from the presentation currency are translated into the presentational currency as follows:

• Assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet;
• Income and expenses for each income statement are translated at the rate of exchange prevailing at the date of the transaction; and
• All resulting exchange differences are recognised as a separate component of equity.

On consolidation, exchange differences arising from the translation of the net investment in foreign operations are taken to the Foreign Exchange reserve in shareholders' equity and other comprehensive income.

Investments in associates

Associates are entities over which the Econsultancy Group has significant influence but not control. Investments in associates are initially recognised at cost, which is increased or decreased to recognise the investor's share of the profit or loss of the associate after the date of acquisition.

The Econsultancy Group's share of post-acquisition profit or loss and post-acquisition movements in other comprehensive income is recognised in the consolidated statement of income with a corresponding adjustment to the carrying amount of the investment. When the Econsultancy Group's share of losses in an associate equals or exceeds its interest in the associate the Econsultancy Group does not recognise further losses unless it has incurred legal or constructive obligations or made payments on behalf of the associate.

Intangible assets

Intangible assets acquired separately or internally generated are carried at cost less accumulated amortisation. Computer software that is not integral to the operation of the related hardware is carried at cost less accumulated amortisation. Costs associated with the development of identifiable and unique software products controlled by the Econsultancy Group that will probably generate economic benefits in excess of costs are recognised as intangible assets and are carried at cost less accumulated amortisation.

Amortisation is calculated to write off the cost or fair value of assets on a straight line basis over the expected useful economic lives to the Econsultancy Group over the following periods:

Computer software	3 – 5 years
Websites and content	3 – 5 years

Property, plant and equipment

Property, plant and equipment is stated at historical cost less accumulated depreciation and impairment losses. The historical cost of property, plant and equipment is the purchase cost together with any incidental direct costs of acquisition. Depreciation is calculated to write off the cost, less estimated residual value, of assets, on a straight line basis over the expected useful economic lives to the Econsultancy Group over the following periods:

Fixtures and fittings	10 years
Computer equipment	3 – 5 years

Residual values, where applicable, are reviewed annually against prevailing market rates at the balance sheet date for equivalent aged assets and depreciation rates adjusted accordingly on a prospective basis. A review of the estimated useful economic life of each asset is carried out annually to ensure depreciation rates are adequate.

Impairment of non-financial assets

Assets that are subject to depreciation or amortisation are reviewed for impairment whenever events indicate that the carrying value may not be recoverable. An impairment loss is recognised to the extent that the carrying value exceeds the higher of the asset's fair value less cost to sell and its value in use. An asset's value in use is calculated by discounting an estimate of future cash flows by the Econsultancy Group's pre-tax weighted average cost of capital.

Taxation including deferred tax

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on the taxable profit for the year. Taxable profit differs from profit as reported in the statement of comprehensive income because it excludes items of income or expense that are taxable or deductible in other years and it further includes items that are never taxable or deductible.

Deferred tax is the tax accounted for in respect of temporary differences between the carrying amounts of assets and liabilities in the financial statements, and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited to the statement of comprehensive income, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.

Inventories

Work in progress comprises costs incurred relating to publications, exhibitions and conferences prior to the publication date or the date of the event.

Inventories are stated at the lower of cost and net realisable value. For goods for resale, the cost is the purchase price, or, in the case of publications, the direct cost of production. Net realisable value is based on estimated future selling price less all the further costs to completion and all relevant marketing, selling and distribution costs.

Leases

Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to the statement of comprehensive income on a straight-line basis over the period of the lease.

Employee benefit cost

The Econsultancy Group contributes to a defined contribution pension scheme for the benefit of employees. The assets of the scheme are held separately from those of the Econsultancy Group in an independently administered fund. Contributions to defined contribution schemes are charged to the statement of comprehensive income at the time that the related service is provided.

The expected cost of compensated holidays is recognised at the time that the related service is provided.

Provisions

Provisions are recognised when the Econsultancy Group has a present obligation (legal or constructive) as a result of a past event, when it is more likely than not that an outflow of resources will be required to settle the obligation and where a reliable estimate can be made of the amount of the obligation. Dilapidations provisions are recognised in relation to property leases which require the property to be returned to its original condition at the expiry of the lease. The provision is calculated on management's best estimate of the future outflow of resources required to meet this contractual requirement.

Share capital and share premium

Ordinary shares are classified as equity. The excess of consideration received in respect of shares issued over the nominal value of those shares is held in the share premium account.

Segmental reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The Chief Executive Officer has been identified as the chief operating decision maker responsible for allocating resources and assessing performance of the operating segments. All of the Econsultancy Group's operating revenue streams are subject to similar risks and returns and exhibit similar economic characteristics. Therefore one reportable segment has been identified, being the provision of online publishing services. This single reportable segment has been determined on the basis of the similarity between and interconnectedness of all of the Econsultancy Group's products and services which are sold to the same, or similar, customer bases. No single customer contributed more than 10 per cent. of the Econsultancy Group's revenue.

The majority of the Econsultancy Group's operations and customers are based in the UK, where the Econsultancy Group is domiciled, and the Econsultancy Group has no material assets outside of the UK.

Dividends

Dividends are recognised as a liability in the period in which they are paid or approved by the shareholders in the annual general meeting.

Financial instruments

The Econsultancy Group has applied IFRS 7, Financial Instruments: Disclosures, and IAS 39, Financial Instruments: Recognition and Measurement, as outlined below.

• Financial assets

The Econsultancy Group classifies its financial assets in the following categories: at fair value through profit or loss, loans and receivables, and available-for-sale. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition.

All of the Econsultancy Group's financial assets have been classified as loans and receivables. Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for maturities greater than 12 months after the balance sheet date. These are classified as noncurrent assets. The Econsultancy Group's loans and receivables comprise trade and other receivables and cash and cash equivalents in the balance sheet.

Loans and receivables are carried at amortised cost using the effective interest method.

• Trade receivables

Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment.

A provision for impairment of trade receivables is established when there is objective evidence that the Econsultancy Group will not be able to collect all amounts due according to the original terms of the receivables. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganisation, and default or delinquency in payments (more than 90 days overdue) are considered indicators that the trade receivable is impaired. The amount of the provision is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. The carrying amount of the asset is reduced through the use of an allowance account, and the amount of the loss is recognised in the statement of comprehensive income within administrative expenses. When a trade receivable is uncollectible, it is written off against the allowance account for trade receivables. Subsequent recoveries of amounts previously written off are credited against administrative expenses in the statement of comprehensive income.

, ,

• Cash and cash equivalents

Cash and cash equivalents includes cash in hand and deposits repayable on demand or maturing within three months of the balance sheet date, less any overdrafts repayable on demand.

• Trade payables

Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

Key accounting assumptions, estimates and judgements

The preparation of financial statements under IFRS requires the use of certain key accounting assumptions and requires management to exercise its judgement and to make estimates. The areas where assumptions and estimates are significant to the consolidated financial statements are as follows:

(i) Impairments

In assessing whether intangible fixed assets are impaired, the Econsultancy Group uses a discounted cash flow model which includes forecast cash flow information and estimates of future growth. If the results of operations in future periods are lower than included in the cash flow model, impairments may be triggered.

(ii) Capitalisation of costs

A degree of judgement is required in assessing whether costs incurred should be capitalised as internally generated assets or expensed in the statement of comprehensive income. This includes determining which costs should be capitalised, whether the costs represent a development/enhancement to the asset or ongoing maintenance costs which should be expensed, and that costs capitalised do not exceed the assessed level of future economic benefit attributable to the asset.

Notes to the Financial Statements

1 Segmental Reporting

The Chief Executive Officer has been identified as the chief operating decision maker, as he reviews the Econsultancy Group's performance and allocates resources. Although the Econsultancy Group derives revenue in multiple geographies, the Econsultancy Group's performance is reviewed, and its assets and liabilities managed and controlled, by the chief operating decision maker by reference only to the Econsultancy Group as a whole.

Revenue is derived from the provision of online publishing services. The split of revenue between geographical locations is as follows:

	2011	2010	2009
	£'000	£'000	£'000
United Kingdom	5,321.1	4,055.8	2,808.8
United States of America	1,194.2	361.6	77.3
Middle East	106.4	–	–
Far East	7.9 ————	– ————	– ————
Total	6,629.6 ————	4,417.4 ————	2,886.1 ————
2 Finance income
	2011	2010	2009
	£'000	£'000	£'000
Interest receivable on cash deposits	2.8	0.7	1.3
	————	————	————

3 Operating profit

Operating profit is stated after charging:

	2011	2010	2009
	£'000	£'000	£'000
Employee benefit expense (note 4)	2,367.4	1,875.6	1,264.9
Inventories
– Cost of inventories recognised as an expense (included in
cost of sales)	–	16.6	50.0
Depreciation (included in administrative expenses) (note 7)	33.7	32.1	18.1
Amortisation of intangibles (included in administrative
expenses) (note 6)	182.8	125.0	79.1
Operating lease rentals	114.8	100.1	89.8
Auditors' remuneration (Grant Thornton UK LLP)	19.3 ————	– ————	35.0 ————
4 Directors and employees
	2011	2010	2009
	£'000	£'000	£'000
Wages and salaries	2,138.0	1,648.1	1,122.1
Social security costs	200.0	199.6	120.3
Other pension costs (note 20)	29.4 ————	27.9 ————	22.5 ————
	2,367.4	1,875.6	1,264.9
	————	————	————

The average monthly number of persons employed during the year, including directors of Econsultancy, was:

	2011	2010	2009
	Number	Number	Number
United Kingdom	39	25	23
United States of America	11	7	–
Other	3	–	–
	———— 53	———— 32	———— 23
Key management compensation	————	————	————
	2011	2010	2009
	£'000	£'000	£'000
Salaries and short term employee benefits	130.0	74.0	70.0
Other pension costs	5.0	5.0	5.0
	———— 135.0	———— 79.0	———— 75.0
	————	————	————

One director has accrued benefits under the defined contribution scheme.

The key management figures include directors of Econsultancy and all other employees who were deemed to have authority and responsibility for planning, directing and controlling activities of the Econsultancy Group during the year.

5 Taxation

(a) Analysis of charge in year

	2011	2010	2009
	£'000	£'000	£'000
Current tax
– Current year	166.1	198.6	112.9
Deferred tax (note 15)	3.3 ————	12.1 ————	13.8 ————
	169.4	210.7	126.7
	————	————	————

(b) Factors affecting tax charge for the year

The tax charge for the year is higher than the standard rate of corporation tax in the UK of 26.5 per cent. (2010: 28 per cent. and 2009: 28 per cent.). The differences are explained below:

	2011	2010	2009
	£'000	£'000	£'000
Profit before tax	595.7	439.3	239.9
Profit before tax multiplied by standard rate of corporation
tax in the UK of 26.5% (2010: 28%, 2009: 28%)	157.8	123.0	67.2
Effects of:
Expenses not deductible for tax purposes	4.5	4.9	2.4
Capital allowances in excess of depreciation	(6.4)	(13.5)	(13.8)
Overseas losses arising in the year	12.0	84.9	62.8
Marginal relief	(1.8) ————	(0.7) ————	(5.7) ————
Total current taxation	166.1	198.6	112.9
	————	————	————

The Finance (No 2) Act 2010 included legislation to reduce the main rate of corporation tax from 28 per cent. to 26 per cent. from 1 April 2011.

Further reductions to the UK Corporation tax rate were announced in the March 2012 Budget. The changes, which are expected to be enacted separately each year, propose to reduce the tax rate annually to 24 per cent. by April 2012, and further to 22 per cent. by April 2014. The changes had not been substantively enacted at the balance sheet date and therefore are not recognised in the financial information.

The above changes do not have a material effect on the deferred tax balance at 31 December 2011.

6 Intangible assets

	Computer	Websites and
	software	content	Total
	£'000	£'000	£'000
2009
Cost
At 1 January	301.8	84.1	385.9
Additions – internally generated	157.6 ————	32.7 ————	190.3 ————
At 31 December	459.4	116.8	576.2
Accumulated amortisation	————	————	————
At 1 January	112.3	18.1	130.4
Charge for the year	58.9	20.2	79.1
At 31 December	———— 171.2	———— 38.3	———— 209.5
Net book amount	————	————	————
At 1 January	189.5	66.0	255.5
At 31 December	288.2	78.5	366.7
2010	————	————	————
Cost
At 1 January	459.4	116.8	576.2
Additions – internally generated	219.6 ————	47.2 ————	266.8 ————
At 31 December	679.0	164.0	843.0
Accumulated amortisation	————	————	————
At 1 January	171.2	38.3	209.5
Charge for the year	97.3	27.7	125.0
At 31 December	———— 268.5	———— 66.0	———— 334.5
Net book amount	————	————	————
At 31 December	410.5	98.0	508.5
2011	————	————	————
Cost
At 1 January	679.0	164.0	843.0
Additions – internally generated	222.9 ————	59.3 ————	282.2 ————
At 31 December	901.9	223.3	1,125.2
Accumulated amortisation	————	————	————
At 1 January	268.5	66.0	334.5
Charge for the year	143.0 ————	39.8 ————	182.8 ————
At 31 December	411.5	105.8	517.3
Net book amount	————	————	————
At 31 December	490.4	117.5	607.9

———— ———— ————

7 Property, plant and equipment

	Fixtures	Computer
	and Fittings	Equipment	Total
	£'000	£'000	£'000
2009
Cost
As at 1 January Additions	– 103.7	35.0 24.3	35.0 128.0
	————	————	————
At 31 December	103.7 ————	59.3 ————	163.0 ————
Accumulated depreciation
As at 1 January	–	29.4	29.4
Charge for the year	10.2 ————	7.9 ————	18.1 ————
As at 31 December	10.2	37.3	47.5
Net book amount	————	————	————
At 1 January	–	5.6	5.6
At 31 December	93.5	22.0	115.5
2010	————	————	————
Cost
As at 1 January	103.7	59.3	163.0
Additions	–	12.6	12.6
At 31 December	———— 103.7	———— 71.9	———— 175.6
Accumulated depreciation	————	————	————
As at 1 January	10.2	37.3	47.5
Charge for the year	18.7	13.4	32.1
As at 31 December	———— 28.9	———— 50.7	———— 79.6
Net book amount	————	————	————
At 31 December	74.8	21.2	96.0
2011	————	————	————
Cost
As at 1 January	103.7	71.9	175.6
Additions	4.0	16.7	20.7
At 31 December	———— 107.7	———— 88.6	———— 196.3
Accumulated depreciation	————	————	————
As at 1 January	28.9	50.7	79.6
Charge for the year	18.7	15.0	33.7
As at 31 December	———— 47.6	———— 65.7	———— 113.3
Net book amount	————	————	————
At 31 December	60.1	22.9	83.0
	————	————	————

8 Investments

The Econsultancy Group held, as at 31 December 2009, 2010 and 2011, an investment in 49 per cent. of the share capital of Lemon Studios London Limited, 85 Clerkenwell Road, London EC1R 5AR. The Econsultancy Group considers this entity to be an associated undertaking – it does not exercise control over the entity as a single party holds the remaining 51 per cent. of the issued share capital. The investment in Lemon Studios London Limited was £49. Lemon Studios London Limited was dissolved on 5 June 2012.

In addition, the following table shows the principal trading subsidiary undertakings as at 31 December 2011:

Name	share capital	Class of	Proportion held %		Principal activities
Econsultancy LLC (incorporated in the USA on 4 March 2009)		Ordinary	100		Online publishing
9 Inventories					1 January
	2011 £'000	2010 £'000		2009 £'000	2009 £'000
Work in progress	199.5 ————	– ————	————	16.6	50.0 ————

In the view of the directors of Econsultancy there is no difference between the book value and the replacement cost of inventories.

10 Trade and other receivables

				1 January
	2011	2010	2009	2009
	£'000	£'000	£'000	£'000
Current
Trade receivables	884.7	714.2	376.7	399.1
Less: provision for impairment of receivables	(11.1)	(10.8)	(64.2)	(40.3)
Trade receivables – net	———— 873.6	———— 703.4	———— 312.5	———— 358.8
Other receivables	139.6	98.9	72.3	48.9
Prepayments and accrued income	215.5	164.0	87.2	27.1
	———— 1,228.7	———— 966.3	———— 472.0	———— 434.8
	————	————	————	————

The fair value of trade receivables is equal to the carrying value. Trade receivables that are not past due and not impaired are expected to be fully recovered as there is no recent history of default or any indications that the customers will not meet their payment obligations. The maximum exposure to credit risk is the fair value of the receivables. The ageing of trade receivables at 31 December 2011, according to their original due date, is detailed below:

future revenues £'000	Current £'000	31-60 days	61-90 days	Over 90
				days	Total
		£'000	£'000	£'000	£'000
102.9	415.5	182.6	96.7	87.0	884.7
–	–	–	–	(11.1)	(11.1)
———— 102.9	———— 415.5	———— 182.6	———— 96.7	———— 75.9	———— 873.6
————	————	————	————	————	————
10.6	426.3	186.3	36.9	54.1	714.2
–	(2.3)	(1.8)	–	(6.7)	(10.8)
———— 10.6	———— 424.0	———— 184.5	———— 36.9	———— 47.4	———— 703.4
————	————	————	————	————	————
–	147.1	84.1	62.0	83.4	376.7
–	(25.0)	(14.4)	(10.6)	(14.3)	(64.2)
———— –	———— 122.1	———— 69.8	———— 51.4	———— 69.2	———— 312.5
————	————	————	————	————	————
					399.1
	(11.4)	(12.4)	(8.3)	(7.8)	(40.3)
	101.9	110.0	74.3	69.5	———— 358.8 ————
	3.5 (0.4) ———— 3.1	113.3 ————	122.4 ————	82.6 ———— ———— ———— ———— ————	77.3 ———— ————

The amount relating to future revenues forms part of the deferred income in Note 13.

The movement in the provision for impairment of receivables is detailed below:

				1 January
	2011	2010	2009	2009
	£'000	£'000	£'000	£'000
Balance at the start of the year	(10.8)	(64.2)	(40.3)	(51.3)
Utilised	12.1	29.4	3.5	11.0
Additional provision (charged)/released to the
statement of comprehensive income	(12.4) ————	24.0 ————	(27.4) ————	– ————
	(11.1)	(10.8)	(64.2)	(40.3)
	————	————	————	————

The Econsultancy Group's policy requires customers to pay in accordance with agreed payment terms, which are generally 30 days from the date of invoice, or in the case of event-related revenue, 30 days before the event. All credit and recovery risk associated with trade receivables has been provided for in the balance sheet. Impairment losses are taken through administrative expenses in the statement of comprehensive income.

Impaired receivables mainly relate to debtors in financial difficulty where defaults in payment have occurred or where concerns have been raised about the customer's liquidity. Trade receivables are impaired when there is evidence that the Econsultancy Group will not be able to collect all amounts due according to the original terms of the sale.

The other classes of financial assets within trade and other receivables do not contain impaired assets.

11 Cash and cash equivalents

				1 January
	2011	2010	2009	2009
	£'000	£'000	£'000	£'000
Cash at bank and in hand	1,190.7	1,073.6	602.8	488.4
	————	————	————	————
12 Trade and other payables
				1 January
	2011	2010	2009	2009
	£'000	£'000	£'000	£'000
Trade payables	572.0	100.0	44.3	81.1
Corporation tax	250.0	237.9	88.2	15.2
Social security and other taxes	140.9	375.7	135.5	144.7
Other payables	17.1	8.8	18.3	67.0
Accruals	353.3	415.8	259.1	76.4
	———— 1,333.3	———— 1,138.2	———— 545.4	———— 384.4
	————	————	————	————

The fair value of trade payables is equal to the carrying value.

13 Deferred income

				1 January
	2011	2010	2009	2009
	£'000	£'000	£'000	£'000
Deferred income	1,099.6	965.6	628.6	512.6
	————	————	————	————

The fair value of deferred income is equal to the carrying value.

14 Provisions

	Dilapidations	Total
	£'000	£'000
At 1 January 2011	–	–
Charged/(credited) to statement of comprehensive income during the year	18.0 ————	18.0 ————
At 31 December 2011	18.0	18.0
Current	———— 18.0	———— 18.0
Non-current	–	–
	————	————

The Econsultancy Group held no provisions as at 1 January 2009, 31 December 2009 and 31 December 2010.

The dilapidations provision established during 2011 is to reflect the cost of returning the Econsultancy Group's London premises to their original condition at the cessation of the lease. The Econsultancy Group exercised a break clause in this lease on 1 April 2012 and the value of the provision reflects the Econsultancy Group's cost of meeting their reinstatement obligations.

15 Deferred Tax

The movement on the deferred tax account is shown below:

				1 January
	2011	2010	2009	2009
	£'000	£'000	£'000	£'000
At 1 January	37.6	25.5	11.7	(0.3)
Recognised in the statement of
comprehensive income	3.3	12.1	13.8	12.0
At 31 December	———— 40.9	———— 37.6	———— 25.5	———— 11.7
The deferred tax liability is made up as follows:	————	————	————	————
				1 January
	2011	2010	2009	2009
	£'000	£'000	£'000	£'000
Accelerated capital allowances	40.9	37.6	25.5	11.7
16 Share capital	————	————	————	————
				1 January
	2011	2010	2009	2009
	£'000	£'000	£'000	£'000
Authorised:
1,000,000 (2010, 2009 and 1 January 2009: 1,000,000)
'A' shares of £1 each	1,000.0	1,000.0	1,000.0	1,000.0
1,000,000 (2010, 2009 and 1 January 2009: 1,000,000)
'B' shares of £1 each	1,000.0	1,000.0	1,000.0	1,000.0
Issued and fully paid:	————	————	————	————
'A' shares of £1 each
As at 31 December 2011: 42,115 shares
(31 December 2010, 2009 and
1 January 2009: 42,115)	42.1	42.1	42.1	42.1
'B' Shares of £1 each
As at 31 December 2011: 5,364 shares
(31 December 2010, 2009 and
1 January 2009: 5,364)	5.4 ————	5.4 ————	5.4 ————	5.4 ————
	47.5	47.5	47.5	47.5
	————	————	————	————

'A' shares are prescribed full voting and dividend rights.

'B' shares have no voting rights but full rights to dividends.

17 Dividends

	2011	2010	2009
	£'000	£'000	£'000
Equity dividends payable in the year	–	155.8	95.8
	————	————	————

18 Notes to the cash flow statement

Reconciliation of profit for the year to net cash inflow from operating activities:

	2011	2010	2009
	£'000	£'000	£'000
Profit for the year	426.3	228.6	113.2
Adjustments for:
Tax	169.4	210.7	126.7
Finance income	(2.8)	(0.7)	(1.3)
Depreciation	33.7	32.1	18.1
Amortisation of intangibles	182.8	125.0	79.1
Changes in working capital
(Increase) in inventories	(199.5)	16.6	33.4
(Increase) in trade and other receivables	(262.4)	(494.3)	(37.2)
Increase in trade and other payables	186.8	439.1	82.0
Increase in deferred income	134.0	337.0	116.0
Increase in provisions	18.0	–	–
Cash generated from operating activities	———— 686.3	———— 894.1	———— 530.0
	————	————	————

19 Operating lease commitments – minimum lease payments

	2011	2010	2009
	£'000	£'000	£'000
Commitments under non-cancellable operating leases payable:
– Within 1 year	43.3	138.4	80.5
– Later than 1 year and less than 5 years	–	20.1	100.6
– After 5 years	– ————	– ————	– ————
	43.3	158.5	181.1
	————	————	————

20 Pension schemes

The Econsultancy Group contributes to individual and collective money purchase pension schemes in respect of directors and employees. Included within other payables is an amount of £Nil (2010: £5,000, 2009: £5,000) payable in respect of the money purchase pension schemes.

21 Related party transactions

Aqueduct Design & Advertising Limited and its Group, where Matthew O'Riordan is a director, received net services during the year of £694 (2010: £694, 2009: £1,787) and owed the Econsultancy Group £Nil at the year end (2010: £Nil, 2009: £155).

LBi Limited, where Ewen Sturgeon is a director, received net services during the year of £Nil (2010: £4,876, 2009: £1,025) and owed the Econsultancy Group £Nil at the year end (2010: £Nil, 2009: £1,025).

Lemon Air Limited, controlled by Matthew O'Riordan, provided services during the year of £Nil (2010: £Nil, 2009: £5,750) and was owed £Nil by the Econsultancy Group at the year end (2010: £Nil, 2009: £Nil).

Lemon Capital Limited, controlled by Matthew O'Riordan, provided services during the year of £Nil (2010: £12,925, 2009: £11,623) and was owed £Nil by the Econsultancy Group at the year end (2010: £588, 2009: £11,623).

Lemon Factory Limited, controlled by Matthew O'Riordan, provided services during the year of £Nil (2010: £Nil, 2009: £460) and was owed £Nil by the Econsultancy Group at the year end (2010: £Nil, 2009: £Nil).

Lemon Studios London Limited, the associated company, provided services during the year of £Nil (2010: £1,364, 2009: £63,241), received services during the year of £Nil (2010: £825, 2009: £3,450) and owed the Econsultancy Group £Nil at the year end (2010: £11,647, 2009: £11,740).

During the year, an account maintained and included within this financial information was held in the name of Ashley Friedlein, a director of Econsultancy. The Econsultancy directors confirm that the bank account was for the use of Econsultancy. The closing balance at 31 December 2011 was £295,786 (2010: £142,666, 2009: £143,450).

All of the above transactions were provided on normal commercial terms and conditions.

22 Non-GAAP Measures

Adjusted EBITDA for the Econsultancy Group is presented below:

	2011	2010	2009
	£'000	£'000	£'000
Operating profit	592.9	438.6	238.6
Depreciation of property, plant and equipment	33.7	32.1	18.1
Amortisation of intangibles	182.8	125.0	79.1
EBITDA	———— 809.4	———— 595.7	———— 335.8
Acquisition related professional fees1	64.0	–	–
Relocation costs2	79.0	–	–
New regions expansion costs3	96.0	–	–
Dilapidation costs (note 14)	18.0	–	–
Adjusted EBITDA	———— 1,066.4	———— 595.7	———— 335.8
	————	————	————

1 Accountancy and other professional fees associated with potential sale of the business.

2 Relocation costs relate to travel and temporary accommodation costs for staff relocating from the United Kingdom to the United States together with certain other office move costs.

3 Costs including travel, accommodation and consultancy advice in relation to planning expansion in to new territories.

23 Transition to IFRS – Reconciliations under IFRS 1

This consolidated historical financial information represents the first presentation of the financial results and position of the Econsultancy Group prepared in accordance with IFRS, as adopted by the EU ('IFRS'). The Econsultancy Group has previously issued financial statements to its shareholders for the years ended 31 December 2008, 2009, 2010 and 2011 prepared in accordance with UK GAAP. The Econsultancy Group adopted IFRS in accordance with IFRS 1 First Time Adoption of International Financial Reporting Standards. In accordance with this standard the first date at which IFRS has been applied, is the 2009 opening balance sheet of 1 January 2009. The most recent issued annual financial statements to be converted to IFRS are for the year ended 31 December 2011.

In accordance with IFRS the Econsultancy Group has:

• provided comparative financial information;
• applied the same accounting policies throughout all periods presented;
• retrospectively applied all effective IFRSs as of 31 December 2011 as required; and
• applied certain optional exemptions and certain mandatory exceptions as applicable for first time IFRS adopters.

IFRS Mandatory Exceptions

Set forth below are the applicable mandatory exceptions in IFRS 1 applied in the conversion from UK GAAP to IFRS.

1. Estimates – Hindsight is not used to create or revise estimates. The estimates previously made by the Company under UK GAAP were not revised for application of IFRS except where necessary to reflect any difference in accounting policies.

The Econsultancy Group's UK GAAP to IFRS reconciliation of financial position for 1 January 2009 and financial position, comprehensive income and cash flows for the year ended 31 December 2011:

There were no material differences between the UK GAAP and IFRS statement of financial position for 1 January 2009 or 31 December 2011 or for the statement comprehensive income and cash flows for the year ended 31 December 2011. However, application of IFRS did necessitate the following changes to the presentation of the Econsultancy Group's financial results and position:

• Foreign exchange translation differences arising on consolidation

Under IFRS, translation differences arising on consolidation of a foreign subsidiary are required to be shown as an addition to/deduction from the profit for the year on the face of the Statement of Comprehensive Income. Under UK GAAP, such differences were shown on a separate Statement of Total Recognised Gains & Losses.

• Intangible Assets

Under IFRS, costs associated with the purchase and development of identifiable software products controlled by the Econsultancy Group that are not integral to the operation of related hardware are regarded as Intangible Assets. Under UK GAAP, the costs of purchased software had been treated as Property, Plant and Equipment.

• Provisions

Under IFRS, provisions for other liabilities and charges are required to be categorised as either current or non-current and disclosed alongside other liabilities as appropriate. Under UK GAAP, provisions were treated as a separate item on the face of the Balance Sheet.

• Cash flows

Under IFRS, income tax payments are considered an element of net cash flow from operating activities and are presented as such on the face of the Cash Flow Statement. Under UK GAAP such payments were presented separately on the face of the Cash Flow Statement.

Further, under IFRS, purchases of Intangible Assets and Property, Plant and Equipment are considered Cash Flows from Investing Activities. Under UK GAAP, such items were classified separately as Capital Expenditure on the face of the Cash Flow Statement.

24 Controlling Party

By virtue of Econsultancy's shareholding, there is no ultimate controlling party.

25 Financial Instruments

The Econsultancy Group's activities expose it to a variety of financial risks: currency risk, interest rate risk, credit risk, liquidity risk and capital risk. The following note describes the role that financial instruments have had during the three years ended 31 December 2011 in the management of the Econsultancy Group's financial risks.

Currency risk

Substantially all the Econsultancy Group's net assets are located in the United Kingdom. The Econsultancy Group generates revenue in other geographic locations which is currently largely offset by the costs of establishing operations in those locations. As a result, foreign exchange risk is limited and the results of the Econsultancy Group are not materially sensitive to movements in currency rates.

Interest rate risk

At 31 December in all years shown in this financial information the Econsultancy Group had no overdrafts or short term or long term borrowings and therefore also had only limited sensitivity to movements in interest rates.

Credit risk

Credit risk is managed on a group basis. Credit risk arises from cash and cash equivalents, deposits with banks and financial institutions, and credit exposures to customers including outstanding receivables and committed transactions. For banks and financial institutions, only independently rated parties with a minimum rating of 'A' are accepted. For customers, the Econsultancy Group's risk control assesses the credit quality of the customer, taking into account its financial position, past experience and other factors.

Liquidity risk

The day to day operations of the Econsultancy Group for each of the three years shown in this financial information have been financed primarily by cash and at 31 December 2011 cash and cash equivalents amounted to £1,190.7k (2010: £1,073.6k, 2009: £602.8k). All trade and other payables mature within less than one year.

Capital risk

As the Econsultancy Group has no overdrafts or short term or long term borrowings the directors of Econsultancy do not consider that there is any material capital risk exposure. Capital is considered to be share capital only.

Fair values of non-derivative financial assets and liabilities

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

All financial assets have been classified as loans and receivables. All financial liabilities have been classified as other financial liabilities. There is no difference between the book value and fair value of any of the Econsultancy Group's financial instruments as at 31 December 2011, 2010, 2009 and 1 January 2009. All of the Econsultancy Group's financial liabilities fall due within one year or on demand.

26 Subsequent Events

Subsequent to year end, the Econsultancy Group exercised a break clause in their lease on 1 April 2012 and incurred £18k in reinstatement costs on the premises. This was provided for at year end (refer to Note 14).

The Econsultancy Group held a 49 per cent. investment in Lemon Studios London Limited. Lemon Studios London Limited was dissolved on 5 June 2012.

On 9 May 2012, the Econsultancy Group incorporated a new wholly-owned subsidiary, Econsultancy Asia Pte. Ltd. registered in Singapore.

PART 4

UNAUDITED PRO FORMA STATEMENT OF NET ASSETS FOR THE ENLARGED GROUP

A Unaudited Pro Forma Statement of Net assets for the Enlarged Group

The unaudited pro forma statement of net assets of the Enlarged Group set out below has been prepared for illustrative purposes only in accordance with Item 13.3.3R of the Listing Rules of the UK Listing Authority, Annex II of the PD Regulation and associated guidance issued in the European Securities and Markets Authority Recommendations and on the basis of the notes set out below. The unaudited pro forma statement of net assets has been prepared to illustrate the effect of the Proposed Acquisition on the net assets of the Company as if the Proposed Acquisition had occurred on 31 December 2011 and is not intended to reflect the financial position which would have actually resulted had the Proposed Acquisition been effected on any of the dates indicated. The unaudited pro forma statement of net assets by its nature, addresses a hypothetical situation and, therefore, does not represent the actual financial position of the Enlarged Group.

				Adjustments
	Centaur 2011	Econsultancy Group 31 December 31 December 2011	Facility drawdown	Acquisition	Transaction costs	Pro forma Enlarged Group
	£'000 Note 2	£'000 Note 3	£'000 Note 4	£'000 Note 5 (a and b)	£'000 Note 6	£'000
Non-current assets
Goodwill	119,143.7	–		11,350.0		130,493.7
Other intangible assets	9,694.8	607.9				10,302.7
Property, plant and equipment	2,367.9	83.0				2,450.9
Deferred tax assets	661.4 ————	– ————	————	————	————	661.4 ————
	131,867.8 ————	690.9 ————	– ————	11,350.0 ————	– ————	143,908.7 ————
Current assets
Inventories	2,137.2	199.5				2,336.7
Current income tax asset	564.1	–				564.1
Trade and other receivables	13,255.0	1,228.7				14,483.7
Cash and cash equivalents	1,055.3 ————	1,190.7 ————	12,000.0 ————	(12,168.0) ————	(600.0) ————	1,478.0 ————
	17,011.6 ————	2,618.9 ————	12,000.0 ————	(12,168.0) ————	(600.0) ————	18,862.5 ————
Current liabilities
Financial liabilities	(6,713.1)	–				(6,713.1)
Trade and other payables	(7,104.5)	(1,333.3)				(8,437.8)
Deferred income	(11,651.4)	(1,099.6)				(12,751.0)
Provisions	(164.5) ————	(18.0) ————	————	————	————	(182.5) ————
	(25,633.5) ————	(2,450.9) ————	————	– ————	– ————	(28,084.4) ————
Net current (liabilities)/assets	(8,621.9) ————	168.0 ————	12,000.0 ————	(12,168.0) ————	(600.0) ————	(9,221.9) ————
Non-current liabilities
Financial liabilities	(384.7)	–	(12,000.0)			(12,384.7)
Provisions	(853.2)	–				(853.2)
Deferred tax liabilities	(1,086.1)	(40.9)				(1,127.0)
	———— (2,324.0)	———— (40.9)	———— (12,000.0)	———— –	———— –	———— (14,364.9)
Net assets/(liabilities)	———— 120,921.9	———— 818.0	———— –	———— (818.0)	———— (600.0)	———— 120,321.9
	————	————	————	————	————	————

Notes

1. Basis of preparation

The unaudited pro forma financial information has been prepared using the underlying financial information prepared in accordance with International Financial Reporting Standards as adopted by the European Union ("IFRS") and International Financial Reporting Interpretations Committee ("IFRIC") interpretations, as applied by Centaur and reflects the transaction to create the Enlarged Group.

The unaudited pro forma financial information should be read in conjunction with the underlying financial information of the Econsultancy Group, which is included in Part 3 – "Historical Financial information on Econsultancy", and the financial information of the Centaur Group incorporated by reference as set out in paragraph 11 of Part 6 – "Additional Information" of this document, respectively.

No account has been taken of the trading activity or other transactions of the Enlarged Group for the period since 1 January 2012.

2. Centaur Group financial information as at 31 December 2011

The financial information of the Centaur Group has been extracted, without material adjustment from the unaudited half year results of the Company for the six months ended 31 December 2011 and is consistent with the accounting policies of the Company for the year ended 30 June 2011.

3. Econsultancy Group financial information as at 31 December 2011

The financial information of the Econsultancy Group has been extracted, without material adjustment, from paragraph B of Part 3 of this document. The accounting policies are consistent with those used to prepare the financial information in Part 3 of this document.

4. Pro Forma Adjustments – Facility Drawdown

The consideration for the Proposed Acquisition is to be financed through the new Centaur Group £40 million multi-currency Revolving Credit Facility. This Facility was arranged in February 2012 to finance the Company's operations and its expansion programme.

5. Pro Forma Adjustments – Proposed Acquisition

The unaudited pro forma statement of net assets has been prepared on the basis that the Proposed Acquisition will be accounted for using the acquisition method of accounting. The excess of consideration over the book value of the net assets acquired has been reflected as goodwill. A fair value exercise will be completed post-acquisition: therefore no account has been taken of any additional intangible assets or fair value adjustments which may arise on the acquisition. The acquisition accounting is therefore based upon the following:

a. Consideration

The initial consideration of £12 million is to be satisfied in cash through a combination of existing cash balances and Centaur's existing bank facilities (the "Initial Payment"). It is assumed that Econsultancy will be acquired debt-free. The Initial Payment is subject to an adjustment following Completion by reference to the net working capital of Econsultancy at Completion, being anticipated to be equal to £0.168 million at 31 December 2011. Net working capital has been calculated as net current assets less corporation tax liability. These amounts have been extracted without material adjustment from paragraph B of Part 3 of this document.

A further payment based upon future performance (the "Deferred Payment"), which will be calculated as a multiple of 7.5 times EBITDA earned by the Econsultancy Group in the 12 months up to and ending 31 December 2015, less the amount of the Initial Payment. The Deferred Payment which will not exceed £38 million will be satisfied in cash or, at the election of the Econsultancy Vendors, by the issue of unsecured loan notes which will bear interest at a rate of 1 per cent. above LIBOR.

b. Goodwill

The pro forma goodwill arising upon acquisition has been calculated as follows:

	£'000
Initial Payment	12,000.0
Net working capital adjustment	168.0 ––––––––
Total consideration at completion	12,168.0
Less: Net assets acquired	(818.0) ––––––––
Goodwill	11,350.0

Note: The net assets of Econsultancy are as at 31 December 2011 have been extracted without material adjustment from paragraph B of Part 3 of this document.

No adjustment has been made in the pro forma statement of net assets for the Deferred Payment due to the uncertainty surrounding the amount, which is currently not factually supportable as a result of the basis of the calculation being based on the future earnings of the Econsultancy Group. As noted above, the Deferred Payment will not exceed £38 million.

6. Pro Forma Adjustments – Transaction Costs

The estimated non-recurring Proposed Acquisition costs that will ultimately be incurred by Centaur in connection with the Proposed Acquisition completing are £0.6 million. None of these costs had been incurred as at 31 December 2011 and therefore this is shown as an outflow of cash and cash equivalents on acquisition.

B Reporting Accountants' Report on the Unaudited Pro Forma Statement of Net Assets for the Enlarged Group

The Directors Centaur Media plc Wells Point 79 Wells Street London W1T 3QN

Numis Securities Limited 10 Paternoster Square London EC4M 7LT

22 June 2012

Dear Sirs

Centaur Media plc (the "Company")

We report on the unaudited pro forma statement of the net assets of the Company (the "Pro forma financial information") set out in paragraph A of Part 4 of the Company's circular dated 22 June 2012 (the "Circular") which has been prepared on the basis described in the notes to the Pro forma financial information, for illustrative purposes only, to provide information about how the proposed acquisition by the Company of E-consultancy.com Limited might have affected the financial information presented on the basis of the accounting policies adopted by the Company in preparing the financial statements for the period ending 31 December 2011. This report is required by item 13.3.3R of the Listing Rules of the UK Listing Authority (the "Listing Rules") and is given for the purpose of complying with that Listing Rule and for no other purpose.

Responsibilities

It is the responsibility of the directors of the Company to prepare the Pro forma financial information in accordance with item 13.3.3R of the Listing Rules.

It is our responsibility to form an opinion, as required by item 13.3.3R of the Listing Rules as to the proper compilation of the Pro forma financial information and to report our opinion to you.

In providing this opinion we are not updating or refreshing any reports or opinions previously made by us on any financial information used in the compilation of the Pro forma financial information, nor do we accept responsibility for such reports or opinions beyond that owed to those to whom those reports or opinions were addressed by us at the dates of their issue.

Save for any responsibility which we may have to those persons to whom this report is expressly addressed and which we may have to shareholders of the Company as a result of the inclusion of this report in the Circular, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such person as a result of, arising out of, or in accordance with this report or our statement, required by and given solely for the purposes of complying with item 13.4.1R(6) of the Listing Rules, consenting to its inclusion in the Circular.

PricewaterhouseCoopers LLP, 1 Embankment Place, London WC2N 6RH T: +44 (0) 20 7583 5000, F: +44 (0) 20 7822 4652, www.pwc.co.uk

PricewaterhouseCoopers LLP is a limited liability partnership registered in England with registered number OC303525. The registered office of PricewaterhouseCoopers LLP is 1 Embankment Place, London WC2N 6RH. PricewaterhouseCoopers LLP is authorised and regulated by the Financial Services Authority for designated investment business.

Basis of opinion

We conducted our work in accordance with the Standards for Investment Reporting issued by the Auditing Practices Board in the United Kingdom. The work that we performed for the purpose of making this report, which involved no independent examination of any of the underlying financial information, consisted primarily of comparing the unadjusted financial information with the source documents, considering the evidence supporting the adjustments and discussing the Pro forma financial information with the directors of the Company.

We planned and performed our work so as to obtain the information and explanations we considered necessary in order to provide us with reasonable assurance that the Pro forma financial information has been properly compiled on the basis stated and that such basis is consistent with the accounting policies of the Company.

Opinion

In our opinion:

• a) the Pro forma statement of net assets has been properly compiled on the basis stated; and
• b) such basis is consistent with the accounting policies of the Company.

Yours faithfully

PricewaterhouseCoopers LLP Chartered Accountants

PART 5

PRINCIPAL TERMS OF THE PROPOSED ACQUISITION

A. The Proposed Acquisition

1 Introduction

On 22 June 2012, the Company announced that agreement had been reached with the Econsultancy Vendors for the acquisition by the Company's wholly owned subsidiary, CCL, of the entire issued share capital of Econsultancy. The principal terms of the Proposed Acquisition are summarised in paragraph A2 of this Part 5.

Completion is conditional upon the passing of the Resolution at the General Meeting, as is more particularly described in paragraph B of this Part 5, and your particular attention is, accordingly, drawn to that paragraph.

2 The Share Purchase Agreement

The Share Purchase Agreement, being the principal agreement governing the Proposed Acquisition, was entered into on 22 June 2012 between the Econsultancy Vendors (1), CCL (2) and the Company (3).

Under the terms of the Share Purchase Agreement, Centaur's wholly owned subsidiary CCL has conditionally agreed to acquire the entire issued share capital of Econsultancy. The Company has agreed to guarantee the obligations of CCL under the terms of the Share Purchase Agreement.

The share capital of Econsultancy is divided into A ordinary shares and B ordinary shares. The A ordinary shares and the B ordinary shares rank pari passu in all respects save that the holders of B ordinary shares (the "B Shareholders") only have limited voting rights and the holders of A ordinary shares (the "A Shareholders") can require the B Shareholders to sell their shares in certain circumstances.

(a) Conditions and Completion

The Share Purchase Agreement is conditional upon the passing of the Resolution (without amendment) at the General Meeting.

If the condition is not satisfied prior to 16 July 2012, the Share Purchase Agreement will automatically terminate with immediate effect in which case the Proposed Acquisition will not proceed.

Completion shall take place on the second business day following the date on which the condition is satisfied.

(b) Position pending Completion

Econsultancy is subject to certain customary restrictions in the period up to Completion in relation to the conduct of Econsultancy's business and operations.

(c) Consideration

One of the Econsultancy Vendors, Philip Redding, holds his shares in Econsultancy through an Enterprise Investment Scheme (defined in the Share Purchase Agreement as the "Deferred Consideration Shares"). The remaining shares in Econsultancy are defined as the "Earn Out Shares". The Consideration payable by CCL for the acquisition of Econsultancy is as follows:

(i) £12 million (the "Initial Payment") payable in cash from Centaur's existing bank facilities at Completion, subject to a possible adjustment following Completion by reference to the Net Working Capital ("NWC") of Econsultancy at Completion as described below, of which 74.27 per cent. of the Initial Payment is payable for the Earn Out Shares and the balance is payable for the Deferred Consideration Shares;

• (ii) a further payment based upon future performance (the "Deferred Payment"), which will be calculated as a multiple of 7.5 times EBITDA earned by Econsultancy in the 12 months ending 31 December 2015, less the amount of the Initial Payment. For these purposes, EBITDA of Econsultancy in the relevant year will include the profits and losses of Centaur's New Media Age title which will be integrated with Econsultancy's business. The Deferred Payment which will not exceed £38 million will be satisfied in cash (in the case of the A Shareholders) or by the issue of unsecured loan notes which will bear interest at a rate of one per cent. above LIBOR (in the case of the B Shareholders). The Deferred Payment for the Deferred Consideration Shares is expressed as Mr Redding's 25.73 per cent. share of the maximum aggregate consideration of £50 million, minus 25.73 per cent. of the Initial Payment, and reduced by the relevant proportion of 7.5 times the amount by which EBITDA of Econsultancy achieved in the 12 months ending 31 December 2015 is less than the EBITDA required to achieve the maximum payment. The Deferred Payment for the Earn Out Shares is expressed as 74.27 per cent. of 7.5 times EBITDA earned by Econsultancy in the 12 months ending 31 December 2015 less the amount of the Initial Payment paid for the Earn Out Shares; and
• (iii) an amount equal to the NWC of Econsultancy at Completion subject to a cap of £500,000. If the NWC of Econsultancy at Completion is negative, the Econsultancy Vendors will repay Centaur a sum equal to the shortfall.

£600,000 of the Initial Payment (the "Escrow Amount") will be paid at Completion into an escrow account in the joint names of Macfarlanes LLP and Olswang LLP. The Escrow Amount will be available to satisfy any amount payable to CCL if the NWC of Econsultancy at Completion is less than zero and any warranty or indemnity claims notified prior to the first anniversary of Completion.

(d) Warranties, tax covenant and rights of set off

The Share Purchase Agreement contains certain customary warranties and a covenant in respect of pre-Completion tax liabilities given by the A Shareholders to CCL, subject to certain limitations both as to time and amount (other than in respect of warranties as to title and capacity). The B Shareholders only give warranties in respect of title and capacity for the shares that they sell.

If CCL has given the Econsultancy Vendors notice of a warranty claim or claim under the tax covenant before the payment of the Deferred Payment, CCL may:

• (i) deduct any actual amounts settled but not paid to CCL as a result of any such claims from any Deferred Payment due to the Econsultancy Vendors; and/or
• (ii) if any such claim is not settled by the date on which the Deferred Payment is due, withhold an estimated amount of any such claim from any Deferred Payment due to the Econsultancy Vendors. The amount to be withheld in such circumstances will be estimated by a barrister of at least five years' standing based upon evidence provided by CCL and the Econsultancy Vendors. A sum equal to 88.72 per cent. of any such amounts withheld will be paid by CCL into the escrow account referred to in paragraph A2(c) above.

(e) Termination

CCL may terminate the Share Purchase Agreement prior to Completion with immediate effect by notice in writing to the Econsultancy Vendors if:

• (i) any of the warranties given at the date of the Share Purchase Agreement (other than warranties as to title and capacity) are untrue or inaccurate and such breach of warranty has had or may reasonably be expected to have a material adverse effect on Econsultancy and/or Econsultancy's business. A breach of warranty shall be regarded as having or reasonably likely to have a material adverse effect if as a consequence the EBITDA of Econsultancy falls or will or is reasonably likely to fall by at least £100,000 in the current or any future financial year;
• (ii) any of the warranties as to title and capacity would be untrue or inaccurate at Completion if they were to be entered into afresh at Completion by reference to the facts and circumstances then existing;
• (iii) any event shall occur (other than an event constituting or giving rise to a breach of any of the warranties) and such event has or is reasonably likely to have a material adverse effect (as defined in paragraph A2(e)(i) above) on Econsultancy and/or Econsultancy's business (not being an event affecting or likely to affect generally all companies carrying on similar businesses in the United Kingdom); and
• (iv) there is any material breach of any of the undertakings given by each of the Econsultancy Vendors prior to Completion referred to in paragraph A2(b) above and such breach has had or may reasonably be expected to have a material adverse effect on Econsultancy and/or its business.

(f) Post-Completion restrictive covenants

The Econsultancy Vendors will be subject to certain customary restrictive covenants in relation to the business and operations of Econsultancy, its subsidiaries and its employees following Completion. In particular, save with the prior written consent of CCL, none of the Econsultancy Vendors will directly or indirectly on his own behalf or on behalf of any other person (i) in the case of the A Shareholders (other than Ashley Friedlein), for the period ending on the second anniversary of Completion or (ii) in the case of Ashley Friedlein (the current CEO and major shareholder of Econsultancy), for the period ending on the second anniversary of Completion or (if later) six months from the date on which Ashley Friedlein ceases to be an employee of Econsultancy or any of its subsidiaries or (iii) in the case of any B Shareholder who is an employee of Econsultancy or any of its subsidiaries, the later of the period ending on the first anniversary of Completion or 6 months from the date on which the B Shareholder ceases to be an employee of Econsultancy or any of its subsidiaries:

• (i) in competition with Econsultancy or any of its subsidiaries deal with, seek employment or engagement with, or be employed or engaged by or be a director or consultant to, work on any account of, or be in any way interested in or connected with any business which competes with any business carried on by Econsultancy or any of its subsidiaries at Completion;
• (ii) deal with, seek employment or engagement with, be employed or engaged by, engage in business with or work on any account or business of any customer or subscriber of Econsultancy or any of its subsidiaries for the purpose of providing that customer or subscriber with services which are the same as or similar to any services which were being provided to that customer or subscriber by Econsultancy or any of its subsidiaries at any time in the 12 months preceding the Completion Date;
• (iii) solicit business from any customer or subscriber of Econsultancy or any of its subsidiaries for the purpose of providing to that customer or subscriber services which are the same as or similar to those which were being provided to that customer or

subscriber by Econsultancy or any of its subsidiaries at any time in the 12 months preceding the Completion Date;

• (iv) interfere with or seek to interfere with contractual or other trade relations between Econsultancy or any of its subsidiaries and any of its or their respective content or image providers, advertisers, external trainers, consultants or other suppliers; or
• (v) solicit the services of, endeavour to entice away from Econsultancy or any of its subsidiaries or knowingly assist in, or procure, the employment by any other person of any director or senior or managerial employee or consultant of Econsultancy or any of its subsidiaries known personally to him (whether or not such person would commit any breach of his contract of employment or engagement by reason of leaving the service of such company).

(g) Post-Completion protections

The Share Purchase Agreement contains certain customary earn out protections given by each of the Econsultancy Vendors to CCL and by the Company and CCL to the Econsultancy Vendors during the period from Completion up to and including 31 December 2015 (the "Earn Out Period"). In particular:

• (i) Ashley Friedlein (the current CEO and major shareholder of Econsultancy) and each of the B Shareholders (for so long as they remain employees of Econsultancy or any of its subsidiaries) undertakes to CCL that during the Earn Out Period, except with the prior written consent of CCL, he shall:
• manage the business and affairs of Econsultancy and its subsidiaries with a view to long-term revenue and profit growth and not with a view to artificially increasing the EBITDA during the period from Completion up to and including 31 December 2015;
• use all reasonable endeavours to procure that Econsultancy submits a draft budget in respect of each financial year to CCL for approval in accordance with the deadlines set by Centaur for all Centaur Group companies or operating divisions;
• so far as within his reasonable control, take all practical steps to ensure that the terms of any approved budget are complied with and that the business of Econsultancy and its subsidiaries is carried on in accordance with any such approved budget;
• so far as within his reasonable control, procure that no resolution, decision or action shall be passed made or taken by Econsultancy or any of its subsidiaries or by any of their respective employees or agents in relation certain restricted matters without the prior written consent of CCL; and
• procure that Econsultancy and each of its subsidiaries shall comply with:
  • (a) Centaur Group requirements for participation in the banking arrangements operated by the Centaur Group;
  • (b) Centaur Group requirements for participation in the finance arrangements of the Centaur Group, including financial reporting and budgeting compliance;
  • (c) Centaur Group requirements for the appointment of auditors;
  • (d) Centaur Group requirements for participation in its group purchasing and compliance arrangements (including, without limitation, accounting, compliance and governance, HR support, indemnity insurance cover,

authority limits, sale and purchase contract limits and IT compliance policies such as data protection, security and disaster recovery; and

• (e) Centaur Group anti-bribery and corruption policies.
• (ii) The Company undertakes to the Econsultancy Vendors that during the Earn Out Period (except with the written consent of Ashley Friedlein or (if he is no longer capable of making a decision) any other two A Shareholders) it shall not:
• sell or dispose of all or any part of the share capital of Econsultancy (or any interest therein) other than to a member of the Centaur Group and provided that if such transferee subsequently ceases to be a member of the Centaur Group for whatever reason it must transfer all of the shares in Econsultancy (or any interest therein) held by it back to CCL or to another member of the Centaur Group;
• sell or dispose of all or any part of the share capital of any of Econsultancy's subsidiaries (or any interest therein) other than to CCL or another of Econsultancy's subsidiaries;
• pass, or require to be passed, any resolution for the solvent winding up of Econsultancy or any of its subsidiaries;
• require Ashley Friedlein or any B Shareholder who is an employee of Econsultancy or any of its subsidiaries to perform any material duties, or take on any material responsibilities, other than for Econsultancy or any of its subsidiaries;
• require Econsultancy or any of its subsidiaries to make a material change to the general nature of its business or to acquire any share or other ownership interest in another company or entity;
• require Econsultancy or any of its subsidiaries as at the date of this document to move office or to hire or dismiss any employee or change its IT systems, hardware, software or web applications;
• impose or levy any charge on Econsultancy for services provided by CCL other than in accordance with certain agreed charging principles or on a basis consistent with the basis on which such charges are levied on other companies or business divisions or units within the Centaur Group for the same or equivalent services;
• actively take any steps to cause the business of Econsultancy or any of its subsidiaries to be carried on other than in the ordinary course;
• take, or require Econsultancy or any of its subsidiaries to take, any action the sole or main purpose of which is to reduce the amount of the Deferred Payment;
• procure that Econsultancy or any of its relevant subsidiaries shall terminate the employment of Ashley Friedlein or any B Shareholder who is an employee of Econsultancy or any of its subsidiaries except in circumstances where he can be summarily dismissed in accordance with his contract of employment with Econsultancy or any of its subsidiaries;
• direct any customers or subscribers of Econsultancy or any of its subsidiaries to deal with a member of the Centaur Group either wholly or partly in place of the relevant company;
• make any material changes to the terms of employment or engagement (including remuneration) of any of the senior or management employees of Econsultancy

other than (and excluding making changes in remuneration) where any such changes are consistent with changes to any such terms of employment applied to all comparable employees in the Centaur Group; or

• not require Econsultancy or any of its subsidiaries to change any of their trading names or brand names, including without limitation "E-Consultancy".

During the Earn Out Period, Ashley Friedlein shall be responsible for the day-to-day management of the business of Econsultancy and its subsidiaries (supported by those of other Econsultancy Vendors who are employees of Econsultancy), subject always to the supervision of the Board. CCL shall, at its sole discretion, be entitled to take over the responsibility for the day-to-day management of the business of Econsultancy and its subsidiaries if (i) Ashley Friedlein is no longer an employee of Econsultancy or any of its subsidiaries for any reason (in which circumstance CCL is entitled to require Ashley Friedlein to resign as a director of Econsultancy and/or any of its subsidiaries) or (ii) if at 30 June or 31 December in any year (a) two or more of the B Shareholders who are employees of Econsultancy or any of its subsidiaries at Completion have ceased to be so employed in circumstances where they are categorised as 'bad leavers' (employees whose contracts are terminated for good cause or by voluntary resignation) and (b) Econsultancy fails to achieve its projected EBITDA for the previous twelve month period by a margin of 10 per cent. or more.

• (iii) The Company is not restricted from implementing any tax driven reorganisation of the Centaur Group at any time after Completion provided that the Company obtains the prior written consent of Ashley Friedlein (such consent not to be unreasonably withheld or delayed). Ashley Friedlein may (acting reasonably) withhold his consent in these circumstances only if, in his opinion (acting reasonably) any such proposed reorganisation of the Centaur Group would, or would be likely to:
• cause the business of the Econsultancy Group immediately prior to any such reorganisation to cease to be a separate business entity for financial, accounting or business purposes for the remainder of the Earn Out Period for the purposes of calculating the Deferred Payment; or
• have an adverse financial impact on the Econsultancy Group which would, or would be likely to, adversely affect the Deferred Payment.
• (iv) During the Earn Out Period, the Company further agrees to:
• work in co-operation with Econsultancy and provide Econsultancy with support from the Company's Marketing Week brand and titles based upon the certain agreed principles as set out in the Share Purchase Agreement;
• permit Ashley Friedlein, supported by those of the Econsultancy Shareholders who are employees of Econsultancy or its subsidiaries, to manage the business of the Company's New Media Age brand and titles upon certain agreed principles as set out in the Share Purchase Agreement;
• aggregate the results of New Media Age with those of Econsultancy for the purposes of determining the amount of the Deferred Payment; and
• ensure that working capital required by Econsultancy to meet the business operating and growth projections in the approved budget for each financial year is made available to Econsultancy, provided that to do so does not cause the Company to breach the terms of its loan facilities and subject to Econsultancy achieving certain performance targets.

B The General Meeting and voting information

1 Shareholder approval

Paragraph 10.5.1(2)R of the Listing Rules

The Proposed Transaction constitutes a Class 1 transaction for the purposes of paragraph 10.5.1(2)R of the Listing Rules and is, therefore, conditional upon the approval of the Company's Shareholders voting in favour of it.

Accordingly, the Resolution, which is an ordinary resolution, is being proposed at the General Meeting to seek this approval.

2 Voting information

The General Meeting is being convened for 10.00 a.m. on 9 July 2012 at the Company's offices at Wells Point, 79 Wells Street, London W1T 3QN, to ask Shareholders to consider, and if they think fit, pass the Resolution.

As noted in paragraph B1 of this Part 5, at the General Meeting the Resolution will be proposed to seek approval of the Proposed Transaction as a Class 1 transaction for the purposes of Chapter 10 of the Listing Rules. The passing of the Resolution will require not less than 50 per cent. of the votes cast.

Shareholders have the right to attend, speak and vote at the General Meeting (or, if they are not attending the General Meeting, to appoint someone else as their proxy to attend, speak and vote on their behalf) if they are on the Register at the voting record time. Changes to entries in the Register after that time will be disregarded in determining the rights of any person to attend and/or vote at the General Meeting. If the General Meeting is adjourned, only those Shareholders on the Register at 10.00 a.m. on the day which is two days before the date of the adjourned General Meeting are entitled to attend, speak and vote or to appoint a proxy.

The number of Ordinary Shares a Shareholder holds as at the above deadline will determine how many votes a Shareholder or his/her proxy will have in the event of a poll.

3 Shareholders not attending the General Meeting

Shareholders may appoint a proxy, that is, someone who will attend the General Meeting on their behalf to speak and vote, by completing and returning the accompanying Proxy Form or by utilising the CREST electronic proxy appointment service. For Shareholders' convenience, the appointment of the chairman of the General Meeting as proxy has already been included, although Shareholders may appoint someone else as their proxy if they so wish. A proxy need not be a Shareholder of the Company.

Please return the Proxy Form to the Registrar by post, by hand, by fax or scanned and emailed to the Registrar so as to be received by not later than 10.00 a.m. on 7 July 2012 (or in the case of any adjournment, not later than 48 hours before the time fixed for the holding of the adjourned meeting).

In order for a proxy appointment made by means of CREST to be valid, the CREST Proxy Instruction must be properly authenticated in accordance with Euroclear's specifications and must contain the information required for such instructions, as described in the CREST Manual. The CREST Proxy Instruction must be transmitted so as to be received by the Registrar (ID: 7RA36) by 10.00 a.m. on 7 July 2012 (or in the case of any adjournment, not later than 48 hours before the time fixed for the holding of the adjourned meeting). For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the Registrar is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.

In the event that a Shareholder votes in person, any proxy votes lodged with the Registrar by that Shareholder will be excluded.

4 Joint Shareholders

All joint Shareholders may attend and speak at the General Meeting or appoint a proxy. If more than one joint Shareholder votes or appoints a proxy, the only vote or appointment which will count is the vote or appointment of the first joint Shareholder listed on the Register.

5 Overseas Shareholders

This document does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for any security, nor shall there be any sale, issuance or transfer of the securities referred to in this document in any jurisdiction in contravention of applicable law.

PART 6

ADDITIONAL INFORMATION

1 Responsibility

The Directors, whose names appear on page 5 of this document, accept responsibility for the information contained in this document. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.

2 Registered Office

The Company was incorporated and registered in England and Wales as a private company on 29 January 2004 under the Companies Act 1985 with company registration number 04948078 and the name De Facto 1093 Limited. Pursuant to a special resolution, the name of the Company was changed to Centaur Holdings Limited and on 26 February 2004, the Company was re-registered as a public company. The Company then changed its name to Centaur Media plc pursuant to a special resolution on 5 May 2006. The principal legislation under which the Company operates are the Companies Acts and the regulations made thereunder.

The Company is domiciled in the United Kingdom and has its registered office and principal place of business at Wells Point, 79 Wells Street, London W1T 3QN. The telephone number of the Company's registered office is +44 (0)207 970 4000. The website of the Company is www.centaur.co.uk.

3 Directors' interests

(a) As at 21 June 2012 (being the latest practicable date prior to the publication of this document) the interests of each Director, any member of their immediate families, related trusts and any other persons connected with them (within the meaning of section 252 of the 2006 Act) in the share capital of the Company and which have been notified by each Director to the Company pursuant to the Disclosure and Transparency Rules were as follows:

		As at 21 June 2012
	No. of	Percentage of
	Ordinary	issued share
Name of Director	Shares	capital
Patrick Taylor	750,000	0.53
Geoffrey Wilmot	123,814	0.09
Mark Kerswell	20,000	0.01
Colin Morrison	355,000	0.25
Christopher Satterthwaite	95,942	0.07
Robert Boyle	80,000	0.06
Rebecca Miskin	0	0

(b) As at 21 June 2012 (being the latest practicable date prior to publication of this document), the following share options/awards granted to certain Directors under the Company's Share Option Schemes are outstanding:

	No. of Ordinary
	Shares over which	Exercise price
Name of Director	options granted	(pence)	Issue date	Scheme
Geoffrey Wilmot	587,333	100		9 March 2004 Share Option Scheme
Geoffrey Wilmot	172,777	41.67	9 March 2004	Rollover Plan
Geoffrey Wilmot	800,000	51.75	29 September 2004	Share Option Plan
Geoffrey Wilmot	43,738	20.92	30 September 2009	Sharesave Plan
Geoffrey Wilmot	370,274	n/a	5 September 2011	SELTIP
Mark Kerswell	170,000	1	1 January 2012	Retention Plan

4 Directors' service agreements

Set out below are details of the service contracts, letters of appointment and/or side letters (as applicable) of each of the Directors:

Director	Date of contract	Notice period
Executive Directors
Geoffrey Wilmot	27 February 2004	12 months
	(as amended on 23 November 2006)
Mark Kerswell	11 October 2011	12 months
Non-Executive Directors
Patrick Taylor	27 February 2004	1 month
	(as amended on 24 February 2010)
Colin Morrison	27 February 2004	1 month
Christopher Satterthwaite	2 May 2007	1 month
Robert Boyle	8 January 2010	1 month
Rebecca Miskin	21 January 2011	1 month

None of the Directors' service contracts, letters of appointment and/or side letters (as applicable) contain provision for compensation for loss of office.

5 Major interests in shares

The Company has received notifications in accordance with paragraph 5.1.2R of the Disclosure and Transparency Rules of the following interests in 3 per cent. or more of the voting rights attaching to the Company's issued share capital as at 21 June 2012 (being the latest practicable date prior to the publication of this document):

	Number of	Percentage of
Notifier	voting rights	voting rights
Aberforth Partners	26,144,004	18.5
Artemis Investment Management	18,413,024	13.0
Jupiter Asset Management	14,979,249	10.6
River and Mercantile Asset Management	11,616,992	8.2
Graham Veere Sherren	10,278,270	7.3
Fidelity Investments	9,042,949	6.4
Legal & General Investment Management	7,294,329	5.2
BlackRock	6,192,170	4.4
Griffin Land & Nurseries Inc	5,277,150	3.7
BlackRock UK Emerging Companies Hedge Fund	4,327,155	3.1

6 Related party transactions

Details of related party transactions (which for these purposes are set out in the standards adopted according to Regulation (EC) No 1606/2002) that the Company has entered into during the period commencing 1 January 2009 and up to the date of this document are set out as follows:

• (a) during the financial year ended 30 June 2009 such transactions as are disclosed in accordance with the respective standard adopted according to Regulation (EC) No 1606/2002 in note 5 on page 69, note 16 on page 79 and note 30 on page 91 of the Centaur Group's consolidated financial statements for the year ended 30 June 2009;
• (b) during the financial year ended 30 June 2010, such transactions as are disclosed in accordance with the respective standard adopted according to Regulation (EC) No 1606/2002 in note 5 on page 55 and note 30 on page 77 of the Centaur Group's consolidated financial statements for the year ended 30 June 2010; and
• (c) during the financial year ended 30 June 2011, such transactions as are disclosed in accordance with the respective standard adopted according to Regulation (EC) No 1606/2002 in note 5 on page 59 and

in note 31 on page 85 of the Centaur Group's consolidated financial statements for the year ended 30 June 2011.

7 Material contracts

Centaur Group

The following contracts (not being contracts entered into in the ordinary course of business) have either (i) been entered into by the Company or one of its subsidiary undertakings within the two years immediately preceding the date of this document and are or may be material; or (ii) been entered into by the Company or one of its subsidiary undertakings and contain a provision under which a member of the Centaur Group has an obligation or entitlement which is or may be material, in each case as at the date of this document:

• (a) the Share Purchase Agreement;
• (b) the Company and Numis Securities Limited have entered into a sponsor's agreement dated 22 June 2012 (the "Sponsor's Agreement") pursuant to which Numis Securities Limited has agreed to act as sponsor.

The Company has, in the Sponsor's Agreement, given customary warranties, representations and undertakings to Numis Securities Limited and the Company has agreed to provide customary indemnities to Numis Securities Limited. The Sponsor's Agreement is governed by English Law.

Under certain circumstances, including for breach of warranty, Numis Securities Limited may terminate the Sponsor's Agreement prior to Completion;

(c) a £40,000,000 multicurrency revolving facility agreement dated 20 February 2012 made between the Company (1), Barclays Corporate and The Royal Bank of Scotland plc (together, as arranger) (2), Barclays Bank PLC (as agent) (3), certain of the Company's subsidiaries (as guarantors) (4) and Barclays Bank PLC and The Royal Bank of Scotland plc (as original lenders and hedge counterparties) (together, the "Lenders") (5) (the "Facility Agreement").

Pursuant to the Facility Agreement, the Lenders made available to the Company a multicurrency revolving loan facility for an aggregate amount equal to £40,000,000 (the "Facility"). The purpose of the Facility is to fund certain acquisitions permitted under the Facility Agreement, for the general corporate and working capital purposes of the Centaur Group and for certain agreed Centaur Group financial indebtedness;

(d) a share purchase agreement dated 20 February 2012 made between Michael Rosenfeld, Robert Barclay and Paul Miller (the "Profile Vendors") (1) and CCL (2) (the "Profile SPA"), pursuant to which CCL agreed to purchase the entire issued share capital of The Profile Group (UK) Limited ("Profile").

The consideration paid by CCL for the acquisition of Profile was £7,467,516 in cash following the determination of a net working capital adjustment post completion of the Profile SPA.

The Profile SPA contains certain customary warranties given by the Profile Vendors, subject to certain limitations both as to time and amount. The warranty period under the Profile SPA, otherwise than in relation to any tax warranty claims or any claims under the tax covenant, expires on 31 March 2013 or upon the submission to Companies House of audited accounts of CCL for the financial period ending on 30 June 2012 (whichever is sooner). The Profile SPA contains a customary tax covenant under which the time period for making any claims, together with any claims in relation to any tax warranties, is up to 20 February 2019.

(e) two share purchase agreements dated 8 December 2011 made between Douglas Lloyd and Estelle Lloyd (the "VBR Vendors") (1) and CCL (2) and between certain other minority shareholders of VBR (as defined below) (1) and CCL (2) (together, the "VBR SPA"), pursuant to which CCL agreed to purchase the entire issued share capital of Venture Business Research Limited ("VBR").

The consideration paid by CCL for the acquisition of VBR was:

• (i) £2,408,676 in cash following the determination of a net working capital adjustment post completion of the VBR SPA in May 2012; and
• (ii) a further payment up to a maximum of £5,000,000 based upon the future performance of VBR in the period from and including 1 July 2014 to and including 30 June 2015 which will be satisfied by the issue of unsecured loan notes which will bear interest at a rate of one per cent. above the rate of interest published by the Bank of England.

The VBR SPA contains certain customary warranties given by the VBR Vendors, subject to certain limitations both as to time and amount. The warranty period under the VBR SPA, otherwise than in relation to tax warranty claims or any claims under the tax covenant, expires on 8 October 2013. The VBR SPA contains a customary tax covenant under which the time period for making any claims, together with any claims in relation to any tax warranties, is up to 8 October 2018.

(f) a share purchase agreement dated 19 August 2011 made between Holly Mackay (the "IPL Vendor") (1), CCL (2) and the Company (3) (the "IPL SPA"), pursuant to which CCL agreed to purchase the entire issued share capital of Investment Platforms Limited ("IPL").

The consideration paid by CCL for the acquisition of IPL was:

• (i) £1,974,454 in cash following the determination of a net working capital adjustment post completion of the IPL SPA in December 2011; and
• (ii) a further payment up to a maximum of £4,200,000 based upon the future performance of IPL in the period from and including 1 July 2013 to and including 30 June 2014 which will be satisfied by payment in cash to the IPL Vendor, subject to her not being summarily dismissed as an employee of IPL in accordance with her terms of employment or where she resigns voluntarily. The Company agreed to guarantee the performance of CCL's obligations to pay such further consideration in accordance with the terms of the IPL SPA.

The IPL SPA contains certain customary warranties and certain specific indemnities given by the IPL Vendor, subject to certain limitations both as to time and amount. The warranty period under the IPL SPA, otherwise than in relation to tax warranty claims or any claims under the tax covenant, expires on 19 August 2013. The IPL SPA contains a customary tax covenant under which the time period for making any claims, together with any claims in relation to any tax warranties, is up to 19 August 2018. An amount equal to £50,000 was deposited in escrow to be used to pay any successful claim or settlement for any breach of the warranties, tax covenant or any other term of the IPL SPA.

(g) a share purchase agreement dated 6 April 2011 made between Brian Friedman and Nigel Ayres (the "FEM Vendors") (1) and CCL (2) (the "FEM SPA"), pursuant to which CCL agreed to purchase the entire issued share capital of The Forum for Expatriate Management Limited ("FEM").

The consideration paid by CCL for the acquisition of IPL was:

• (i) £2,757,491 in cash following the determination of a net working capital adjustment post completion of the FEM SPA in July 2011; and
• (ii) a further payment up to a maximum of £4,250,000 based upon the future performance of IPL for the 12 month period ending 30 June 2013 which will be satisfied by payment in cash to the FEM Vendors, subject to them not being summarily dismissed as employees of FEM in accordance with their terms of employment or where they resign voluntarily.

The FEM SPA contains certain customary warranties given by the FEM Vendors, subject to certain limitations both as to time and amount, together with certain specific indemnities given by the FEM Vendors. The warranty period under the FEM SPA, otherwise than in relation to tax warranty claims or any claims under the tax covenant, expires on 6 April 2013. The FEM SPA contains a customary tax covenant under which the time period for making any claims, together with any claims in relation to any tax warranties, is up to 6 April 2018.

Econsultancy

The Company is not aware of any contracts (not being contracts entered into in the ordinary course of business) that have either (i) been entered into by Econsultancy or one of its subsidiary undertakings within the two years immediately preceding the date of this document and are or may be material; or (ii) been entered into by Econsultancy or one of its subsidiary undertakings and contain a provision under which a member of any Group Company of Econsultancy has an obligation or entitlement which is or may be material, in each case as at the date of this document.

8 Litigation

Centaur Group

(a) There have been no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Company is aware) during the 12 months preceding the date of this document which may have, or have had in the recent past, significant effects on the financial position or profitability of the Company and/or the Centaur Group.

Econsultancy

(b) There have been no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Company is aware) during the 12 months preceding the date of this document which may have, or have had in the recent past, significant effects on the financial position or profitability of Econsultancy and/or any of its Group Companies.

9 Significant change

Centaur Group

(a) There has been no significant change in the financial or trading position of the Centaur Group which has occurred since 31 December 2011, being the date to which the Centaur Group prepared its last published unaudited half yearly financial report, save for the £40 million multi-currency revolving facility agreement described in paragraph 7(c) of this Part 6 and the acquisition of Profile, pursuant to the Profile SPA described in paragraph 7(d) of this Part 6.

Econsultancy

(b) There has been no significant change in the financial or trading position of the Econsultancy Group which has occurred since 31 December 2011, being the date to which the information in Part 3 "Historical financial information on Econsultancy" has been prepared.

10 Working capital

The Company is of the opinion that the Enlarged Group has sufficient working capital available to it for its present requirements, that is, for at least the next twelve months following the date of this document.

11 Information incorporated by reference

In compliance with paragraph 13.1.6 of the Listing Rules, the table below sets out the various sections of those documents which are incorporated by reference into this document:

			Page number in reference
Document	Section	Note number	document
Consolidated financial statements for the Centaur Group for the year	Notes to the financial statements	5	69
ended 30 June 2009		16	79
		30	91
Consolidated financial statements for the Centaur Group for the year	Notes to the financial statements	5	55
ended 30 June 2010		30	77
Consolidated financial statements for the Centaur Group for the year	Notes to the financial statements	5	59
ended 30 June 2011		31	85

12 Consents

• (a) Numis Securities Limited has given and has not withdrawn its written consent to the inclusion in this document of the references to its name in the form and context in which it is included.
• (b) Trillium Partners Limited has given and has not withdrawn its written consent to the inclusion in this document of the references to its name in the form and context in which it is included.
• (c) PricewaterhouseCoopers LLP has given and not withdrawn its written consent to the inclusion of its reports on the historical financial information on Econsultancy in paragraph A of Part 3 of this document and the pro forma statement of net assets in paragraph B of Part 4 of this document, in the form and context in which they appear.

13 Documents available for inspection

The following documents will be available for inspection at the offices of Macfarlanes LLP, 20 Cursitor Street, London EC4A 1LT and the registered office of the Company during normal business hours on any weekday (public holidays in the United Kingdom excepted) from the date of this document until the conclusion of the General Meeting (including at the General Meeting itself, from half an hour before its commencement until its conclusion):

• (a) the memorandum and articles of association of the Company;
• (b) the historical financial information on Econsultancy and PwC's report thereon as set out in paragraph A of Part 3 of this document;
• (c) the unaudited pro forma statement of net assets for the Enlarged Group and PwC's report thereon as set out in paragraph B of Part 4 of this document;
• (d) the service contracts, letters of appointment and/or side letters of the Directors (as applicable) referred to in paragraph 5 of this Part 6;
• (e) the consent letters referred to in paragraph 12 of this Part 6;
• (f) the material contracts referred to in paragraph 7 of this Part 6; and
• (g) a copy of this document.

PART 7

DEFINITIONS

The following definitions apply to words and phrases used in this document except where the context requires otherwise:

"2006 Act"	the Companies Act 2006, as amended;
"Adjusted EBITDA"	the non-GAAP metric used as a supplementary measure of performance and liquidity by the Econsultancy Group, calculated as profit before finance income, finance costs, tax, depreciation and amortisation and which excludes non-recurring costs (mainly due to relocation costs);
"Articles"	the articles of association of the Company as at the date of this document;
"A Shareholders"	the holders of A ordinary shares in Econsultancy;
"Board"	the board of directors of the Company;
"B Shareholders"	the holders of B ordinary shares in Econsultancy;
"business day"	a day other than a Saturday or Sunday on which banks generally are open for business in the City of London;
"CCL"	Centaur Communications Limited, a wholly-owned subsidiary of Centaur;
"Centaur Group"	the Company and each of its subsidiaries and subsidiary undertakings from time to time;
"Company" or "Centaur"	Centaur Media plc;
"Completion"	completion of the Proposed Acquisition in accordance with its terms;
"Completion Date"	the day on which Completion takes place;
"Consideration"	the total consideration to be paid by the Company to the Econsultancy Vendors under the terms of the Share Purchase Agreement, as further described in Part 5 of this document;
"CREST"	the relevant system (as defined in the CREST Regulations), in respect of which Euroclear is the operator;
"CREST Manual"	the rules governing the operation of CREST, consisting of the CREST Reference Manual, CREST International Manual, CREST Central Counterparty Service Manual, CREST Rules, Registrars Service Standards, Settlement Discipline Rules, CCSS Operations Manual, Daily Timetable, CREST Application Procedures and CREST Glossary of Terms (all as defined in the CREST Glossary of Terms promulgated by Euroclear on 15 July 1996 and as subsequently amended);
"CREST member"	a person who has been admitted by Euroclear as a system-member (as defined in the CREST Regulations);

"CREST participant"	a person who is, in relation to CREST, a system participant (as defined in the CREST Regulations);
"CREST Proxy Instruction"	an appropriate and valid CREST message appointing a proxy by means of CREST;
"CREST Regulations"	the Uncertificated Securities Regulations 2001 (SI 2001/3755), as amended;
"CREST sponsor"	a CREST participant admitted to CREST as a CREST sponsor;
"Deferred Payment"	the deferred consideration payable to the Econsultancy Vendors under the Share Purchase Agreement being calculated by reference to the EBITDA of Econsultancy in the year ending 31 December 2015 and payable in March 2016;
"Directors"	the directors of the Company whose names are set out on page 5 of this document;
"Disclosure and Transparency Rules"	the Disclosure Rules and Transparency Rules made by the UK Listing Authority under Part VI of FSMA, as amended from time to time;
"Earn Out Period"	the period from the Completion Date up to and including 31 December 2015;
"EBITDA"	earnings before interest, tax, depreciation and amortisation;
"Econsultancy"	E-consultancy.com Limited;
"Econsultancy Group"	Econsultancy and any of its subsidiaries as at the date of this document;
"Econsultancy Vendors"	the current shareholders in Econsultancy;
"Enlarged Group"	the Centaur Group following the completion of the Proposed Acquisition;
"Euroclear"	Euroclear UK & Ireland Limited, as the CREST operator (as defined in the CREST Regulations);
"FSA"	the Financial Services Authority of the United Kingdom, and any of its successor authorities;
"FSMA"	the Financial Services and Markets Act 2000, as amended from time to time;
"General Meeting"	the general meeting of the Company to be held at 10.00 a.m. on 9 July 2012 at the Company's offices at Wells Point, 79 Wells Street, London W1T 3QN, a notice of which is set out in Part 8 of this document, and any adjournment thereof;
"Group Company"	in relation to any company, any body corporate which is from time to time a holding company of that company, a subsidiary of that company or a subsidiary of a holding company of that company;
"LIBOR"	the offered rate quoted in the London Inter-Bank Market on the first day of any applicable interest period for sterling deposits of an amount comparable to the relevant loan note for a period of one month, as reported in the Financial Times or derived from such other source as CCL may reasonably determine; provided that if at

	any time LIBOR cannot be ascertained, a substitute rate of interest as reasonably determined by CCL shall apply;
"Listing Rules"	the rules and regulations made by the UK Listing Authority pursuant to section 74 of FSMA, as amended from time to time;
"London Stock Exchange"	London Stock Exchange plc;
"Notice of General Meeting"	the notice of the General Meeting set out on page 59 in Part 8 of this document;
"Official List"	the official list of the UK Listing Authority;
"Ordinary Shares"	ordinary shares of £0.10 each in the capital of the Company;
"Proposed Acquisition"	the proposed acquisition by the Company of the entire issued share capital of Econsultancy;
"Proxy Form"	the form of proxy enclosed with this document for use at the General Meeting;
"PwC"	PricewaterhouseCoopers LLP;
"Register"	the register of members of the Company;
"Registrar"	Share Securities Limited;
"Resolution"	the resolution set out in the Notice of General Meeting to be proposed at the General Meeting;
"Retention Plan"	the 2010 retention plan adopted by the Board on 15 September 2010, participation in which is limited to the executive directors and other key employees;
"Rollover Plan"	the rollover plan under which executive directors and certain senior employees elected to roll over existing ("old") CCL share options into new "rollover" share options in Centaur;
"SELTIP"	the senior executive long-term incentive plan approved by the shareholders of the Company at a general meeting on 18 August 2010, participation in which is limited to the executive directors and other key employees;
"Shareholders"	holder(s) of Ordinary Shares;
"Share Option Plan"	the Share Option Plan adopted by the Board pursuant to which options may be granted to members of key management, part of which has been approved by HM Revenue & Customs;
"Share Option Schemes"	the Rollover Plan, the Share Option Plan, the Retention Plan, the SELTIP, the SIP and the Sharesave Plan;
"Share Purchase Agreement"	the conditional sale and purchase agreement dated 22 June 2012 between the Econsultancy Vendors (1), CCL (2) and the Company (3) relating to the sale and purchase of the entire issued share capital of Econsultancy, further details of which are set out in Part 5 of this document;
"Sharesave Plan"	the sharesave 'SAYE Scheme' approved by HMRC and introduced by the Company in the financial year ending 30 June 2008 and which is available to all employees of the Company and any of its

	Group Companies who have been employed for more than 12 months;
"SIP"	the share incentive plan of the Company which is open to all employees of the Company and any of its Group Companies who have been employed for more than 12 months;
"subsidiary"	a subsidiary, as that term is defined in section 1159 of the 2006 Act;
"subsidiary undertaking"	a subsidiary undertaking, as that term is defined in section 1162 of the 2006 Act;
"Trillium Partners"	Trillium Partners Limited;
"UK Listing Authority"	the FSA acting in its capacity as the competent authority for the purposes of Part VI of FSMA; and
"United Kingdom"	the United Kingdom of Great Britain and Northern Ireland.

All times referred to in this document are to London time, unless otherwise stated.

PART 8

NOTICE OF GENERAL MEETING

Centaur Media plc

(incorporated in England and Wales with registered number 04948078)

NOTICE OF GENERAL MEETING

NOTICE IS HEREBY GIVEN that a GENERAL MEETING of Centaur Media plc (the "Company") will be held at 10.00 a.m. on 9 July 2012 at the offices of the Company at Wells Point, 79 Wells Street, London W1T 3QN, for the purposes of considering and, if thought fit, passing the following resolution which will be proposed as an ordinary resolution:

ORDINARY RESOLUTION

THAT:

The Proposed Acquisition (as such term is defined in the circular to the Company's shareholders dated 22 June 2012 of which this notice of general meeting forms part, a copy of which is produced to the meeting and, for the purposes of identification only, is initialled by the Chairman (the "Circular")) be and it is hereby approved as a Class 1 transaction for the purposes of Chapter 10 of the Listing Rules (as defined in the Circular), and the directors of the Company (the "Directors") be and they are hereby authorised to do or procure to be done all such acts and things on behalf of the Company as they consider necessary or expedient for the purpose of giving effect to the Proposed Acquisition and this resolution and to carry the same into effect with such modifications, variations, revisions, waivers or amendments as the Directors may in their absolute discretion think fit, provided such variations, revisions, waivers or amendments are not of a material nature.

By order of the Board Registered office:

Wells Point 79 Wells Street London W1T 3QN

Philippa Keith Company Secretary Dated: 22 June 2012

NOTICE OF GENERAL MEETING

NOTES

• 1 Members are entitled to appoint a proxy to exercise all or any of their rights to attend and to speak and vote on their behalf at the General Meeting. A Shareholder may appoint more than one proxy in relation to the General Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that Shareholder. A proxy need not be a shareholder of the Company. A Proxy Form which may be used to make such appointment and give proxy instructions accompanies this notice. If you wish to appoint more than one proxy, please photocopy the Proxy Form and lodge all forms together at the address provided.
• 2 To be valid any Proxy Form or other instrument appointing a proxy must be received by post or (during normal business hours only) by hand at Suite E, First Floor, 9 Lion and Lamb Yard, Farnham, Surrey GU9 7LL or by facsimile transmission to 01252 719 232 no later than 10.00 a.m. on 7 July 2012. Alternatively, the completed Proxy Form may be scanned and emailed to proxies@shareregistrars.uk.com provided that it is received by the Registrars no later than 10.00 a.m. on 7 July 2012. The Proxy Form should be accompanied by the power of attorney or other authority (if any) under which it is signed or a duly certified copy of such power or authority. Completion of the Proxy Form or through CREST (as described below) will not prevent a member from attending and voting in person.
• 3 The return of a completed Proxy Form, other such instrument or any CREST Proxy Instruction (as described in paragraph 8 below) will not prevent a shareholder attending the General Meeting and voting in person if he/she wishes to do so.
• 4 Any person to whom this notice is sent who is a person nominated under section 146 of Companies Act 2006 to enjoy information rights (a "Nominated Person") may, under an agreement between him/her and the Shareholder by whom he/she was nominated, have a right to be appointed (or to have someone else appointed) as a proxy for the General Meeting. If a Nominated Person has no such proxy appointment right or does not wish to exercise it, he/she may, under any such agreement, have a right to give instructions to the Shareholder as to the exercise of voting rights.
• 5 The statement of the rights of Shareholders in relation to the appointment of proxies in paragraphs 1 and 2 above does not apply to Nominated Persons. The rights described in these paragraphs can only be exercised by Shareholders.
• 6 Pursuant to regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and vote at the General Meeting and the number of votes which may be cast will be determined by reference to the Register of the Company at 10.00 a.m. on 7 July 2012 (or, in the case of any adjournment, not later than 48 hours before the time fixed for the holding of the adjourned meeting). Changes to the Register after the relevant deadline shall be disregarded in determining the rights of any person to attend and vote at the meeting.
• 7 As at 21 June 2012 (being the last practicable date prior to the publication of this notice of General Meeting) the Company's issued share capital consisted of 150,207,960 Ordinary Shares, carrying one vote each. Therefore, the total voting rights in the Company as at 21 June 2012 were 150,207,960.
• 8 CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.
• 9 A CREST Proxy Instruction must be properly authenticated in accordance with Euroclear's specifications, and must contain the information required for such instruction, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by the Registrar (ID: 7RA36) by 10.00 a.m. on 7 July 2012. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the Registrar is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
• 10 CREST members and, where applicable, their CREST sponsors, or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed a voting service provider, to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
• 11 The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.
• 12 Any member attending the meeting has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if (a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
• 13 You may not use any electronic address provided in this notice of General Meeting for communicating with the Company for any purposes other than those expressly stated.

PROXY FORM

For use at the General Meeting to be held at 10.00 a.m. on 9 July 2012 at Centaur Media plc's office at Wells Point, 79 Wells Street, London W1T 3QN.

I/we* (block capitals) ........................................................................................................................................

of ........................................................................................................................................................................

in respect of ALL my/our shares

OR

insert number of shares if not all ......................................................................................................................

being a member/members of Centaur Media plc, hereby appoint the Chairman of the General Meeting** or

............................................................................................................................................................................

as my/our proxy to attend, speak and vote for me/us on my/our behalf at the General Meeting to be held at 10.00 a.m. on 9 July 2012 at Centaur Media plc's office at Wells Point, 79 Wells Street, London W1T 3QN and at any adjournment thereof.

I/we require my/our proxy to vote in particular as follows:

Resolution

Please mark 'X' to indicate how you wish to vote:

	For	Against	Vote Withheld***
To approve the terms of the Proposed Acquisition and the authorisation of the Directors to do or procure to be done all such acts to give effect to the Proposed Acquisition

Signature ............................................................................................................................................................

Dated this ..........................................................day of..............................................................................2012

In the absence of instructions, the proxy is authorised to vote (or abstain from voting) at his or her discretion on the specified resolution. The proxy is also authorised to vote (or abstain from voting) at his or her discretion on any business which may properly come before the meeting.

(To be valid, this Proxy Form must be signed and dated) This Proxy Form must be lodged by 10.00 a.m. on 7 July 2012.

PROXY FORM

NOTES

• 1 *Please complete in block capitals with your full name and address.
• 2 **If you wish to appoint a proxy other than the Chairman of the General Meeting, please delete the words "the Chairman of the General Meeting or" and insert the full name and address of your chosen proxy in block capitals on the line provided and initial alterations. If you sign and return this Proxy Form with no name inserted on the line, the Chairman of the General Meeting will be deemed to be your proxy. Where you appoint as your proxy someone other than the Chairman of the General Meeting, it is your responsibility to ensure that that person attends the meeting and is aware of your voting intentions. If you wish your proxy to make any comments on your behalf, you will need to appoint someone other than the Chairman of the General Meeting and give that person your directions.
• 3 As a member of the Company you are entitled to appoint a proxy to exercise all or any of your rights to attend and to speak and vote at a meeting of the Company. A proxy does not need to be a member of the Company.You may appoint more than one proxy in relation to a meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by you. If you wish to appoint more than one proxy, please photocopy the Proxy Form and lodge all forms together at the address provided, deleting the word "ALL" and specifying (on each form) the number of shares in respect of which that proxy is appointed.
• 4 If you want your proxy to vote in a certain way on the Resolution specified please place a mark in the relevant box. If you fail to select any of the given options your proxy can vote as he or she chooses or can decide not to vote at all. The proxy can also do this on any other business (including a motion to adjourn the General Meeting or to amend a resolution) which may properly come before the General Meeting.
• 5 ***The "Vote Withheld" option is provided to enable you to abstain on the Resolution. However it should be noted that a "Vote Withheld" is not a vote in law and will not be counted in the calculation of the proportion of the votes "For" and "Against" the Resolution.
• 6 To be valid, this Proxy Form must be received by post or (during normal business hours only) by hand at Suite E, First Floor, 9 Lion and Lamb Yard, Farnham, Surrey GU9 7LL or by facsimile transmission to 01252 719 232 or it may be scanned and emailed to proxies@shareregistrars.uk.com NOT LATER THAN 10.00 a.m. on 7 July 2012 (or, in the case of any adjournment, not later than 48 hours before the time fixed for the holding of the adjourned meeting), together with the power of attorney or other authority (if any) under which it is signed or a duly certified copy such power or authority. The completion and return of this Proxy Form will not, however, preclude you from attending and voting at the General Meeting if you so wish.
• 7 If you submit more than one valid proxy appointment in respect of the same share for the purposes of the same meeting, the appointment last delivered or received shall prevail in conferring authority on the person named in it to attend the meeting and speak and vote.
• 8 Any alterations to this Proxy Form should be initialled.
• 9 In the case of joint holders, the signature of the first named on the register of members will be accepted, but the names of all joint holders should be given.
• 10 This form must be signed and dated by the member or his or her attorney duly authorised in writing. In the case of a corporation, this Proxy Form should be either given under its common seal or signed on its behalf by an officer or attorney duly authorised.
• 11 You may not use any electronic address provided in this Proxy Form or in any accompanying document for delivering this Proxy Form or communicating with the Company for any purposes other than those expressly stated.
• 12 If posting from within the UK, please return your signed Proxy Form to the Registrar in a sealed envelope addressed to Share Registrars Limited, Suite E, First Floor, 9 Lion and Lamb Yard, Farnham, Surrey GU9 7LL.