Informa PLC — M&A Activity 2018

Mar 14, 2018

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

This document comprises a prospectus (the "Prospectus") for the purposes of Article 3 of the Prospective Directive relating to the New Informa Shares and has been prepared in accordance with the Prospectus Rules of the Financial Conduct Authority ("FCA") made under section 73A of the Financial Services and Markets Act 2000 (the "FSMA"), has been approved by the FCA in accordance with section 85 of the FSMA and made available to the public in accordance with the Prospectus Rules.

Informa, the Informa Directors and the Proposed Directors, whose names appear in the section headed "Directors, Proposed Directors, Company Secretary, Registered Office and Advisers", accept responsibility for the information contained in this document. To the best of the knowledge of Informa, the Informa Directors and the Proposed 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 contains no omission likely to affect its import.

This document should be read as a whole, including any document incorporated herein by reference. In particular, prospective investors' attention is drawn to the section of this document entitled "Risk Factors" which contains a discussion of certain factors, risks and uncertainties that should be taken into account when considering what action to take in relation to the Offer or considering whether to invest in Informa, the Enlarged Group, the Existing Informa Shares or the New Informa Shares.

Certain information in relation to the Informa Group has been incorporated by reference into this document. See Part XIII (Documents Incorporated by Reference).

(incorporated and registered in England and Wales under the Companies Act 2006 with registered no 08860726)

Proposed issue of up to 432,082,512 New Informa Shares in connection with the recommended offer by Informa PLC for UBM plc

and

Application for the admission of the New Informa Shares to listing on the Official List of the UK Listing Authority and to trading on the London Stock Exchange's main market for listed securities

Barclays Sponsor, corporate broker and financial adviser

Centerview Partners Lead financial adviser

BofA Merrill Lynch Rothschild Financial adviser and corporate broker Financial adviser

The Existing Informa Shares are listed on the premium listing segment of the Official List of the UK Listing Authority and have been admitted to trading on the London Stock Exchange's main market for listed securities. Application will be made to the FCA and to the London Stock Exchange respectively for admission of all of the New Informa Shares: (i) to the premium listing segment of the Official List of the UK Listing Authority; and (ii) to the London Stock Exchange's market for listed securities. It is expected that, subject to the Conditions to the Offer being satisfied or, where appropriate, waived, Admission will become effective and dealings in the New Informa Shares will commence at 8.00 a.m. (London time) on the first Business Day after the Effective Date.

The New Informa Shares will be issued credited as fully paid and will rank pari passu in all respects with the Informa Shares in issue at the time the New Informa Shares are issued, including in relation to the right to receive notice of, and to attend and vote at, general meetings of Informa, the right to receive and retain any dividends and other distributions declared, made or paid by reference to a record date falling after the Effective Date and to participate in the assets of Informa upon a winding-up of Informa. No application has been made or is currently intended to be made by Informa for the New Informa Shares to be admitted to listing or trading on any other exchange.

Barclays Bank PLC, acting through its Investment Bank ("Barclays"), which is authorised by the Prudential Regulation Authority (the "PRA") and regulated by the PRA and the FCA in the United Kingdom, is acting as sponsor, financial adviser and corporate broker exclusively for Informa and no one else in connection with the Offer, the Admission and other matters referred to in this document and will not regard any other person (whether or not a recipient of this document) as a client of Barclays in relation to the Offer and the Admission and the contents of this document and is not, and will not be, responsible to anyone other than Informa for providing the protections afforded to Barclays' clients or for giving advice in relation to the Offer, the Admission and the contents of this document or any other matter referred to in this document. Apart from the responsibilities and liabilities, if any, which may be imposed on Barclays by the FSMA or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither Barclays nor any of its respective subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Barclays for the contents of this document, including its accuracy, correctness or for any other statement made or purported to be made by it, or on its behalf in connection with Informa or the Offer, the Admission and other matters referred to in this document and nothing in this document will be relied upon as a promise or representation in this respect, whether or not to the past or future. Save for the aforementioned responsibilities and liabilities, if any, which may be imposed under the FSMA, Barclays, its subsidiaries, branches and affiliates accordingly disclaim all and any liability whether arising in tort, contract or otherwise in respect of this document or any such statement. Nothing in this document excludes, or attempts to exclude, Barclays' liability for fraud or fraudulent misrepresentation.

Centerview Partners UK LLP ("Centerview Partners"), which is authorised and regulated by the FCA, is acting as lead financial adviser exclusively for Informa and no one else in connection with the matters referred to in this document. Centerview Partners is not, and will not be, responsible to anyone other than Informa for providing the protections afforded to its clients or for providing advice in connection with the contents of this document or any other matter referred to in this document.

Merrill Lynch International ("BofA Merrill Lynch") is authorised by the PRA in the United Kingdom and regulated by the PRA and the FCA. BofA Merrill Lynch is acting as financial adviser and corporate broker exclusively for Informa and no one else in connection with the Offer, the Admission and other matters referred to in this document and will not regard any other person (whether or not a recipient of this document) as a client of BofA Merrill Lynch in relation to the Offer, the Admission and the contents of this document, and is not, and will not be, responsible to anyone other than Informa for providing the protections afforded to BofA Merrill Lynch's clients or for providing advice in relation to the Offer, the Admission and the contents of this document or any transaction or arrangement referred to in this document. BofA Merrill Lynch assumes no responsibility for the accuracy, completeness or verification of this document and accordingly disclaims, to the fullest extent permitted by applicable law, any and all liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this document or any such statement. No representation or warranty, express or implied, is made by BofA Merrill Lynch, nor any of its affiliates, directors, officers, employees and advisers as to the contents of this document including its accuracy, completeness or verification, in connection with the Company, the New Informa Shares, the Offer or the Admission and nothing in this document will be relied upon as a promise or presentation in this respect, whether or not to the past or future.

Rothschild, which is authorised and regulated by the FCA in the United Kingdom, is acting as financial adviser to the Informa Board and no one else in connection with the matters referred to in this document and will not be responsible to anyone other than Informa for providing the protections afforded to its clients or for providing advice in connection with the contents of this document or any matter referred to herein. Rothschild assumes no responsibility for the accuracy, completeness or verification of this document and accordingly disclaims, to the fullest extent permitted by applicable law, any and all liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this document or any such statement. No representation or warranty, express or implied, is made by Rothschild, nor any of its affiliates, directors, officers, employees and advisers as to the contents of this document including its accuracy, completeness or verification, in connection with the Company, the New Informa Shares, the Offer or the Admission and nothing in this document will be relied upon as a promise or presentation in this respect, whether or not to the past or future.

Recipients of this document should use it solely for the purpose of considering the terms of the Offer and may not reproduce or distribute this document, in whole or in part, and may not disclose any of the contents of this document or use any information herein for any purpose other than considering the terms of the Offer or an investment in the New Informa Shares. Any recipients of this document agree to the foregoing by accepting delivery of this document.

Investors acknowledge that: (i) they have not relied on Barclays or any person affiliated with Barclays in connection with any investigation of the accuracy of any information contained in this document or their investment decision; and (ii) they have relied only on the information contained in this document and the documents (or parts thereof) incorporated herein by reference. No person has been authorised to give any information or make any representations other than those contained in this document and, if given or made, such information or representations must not be relied on as having been so authorised.

Persons who come into possession of this document should inform themselves about and observe any applicable restrictions and legal, exchange control or regulatory requirements in relation to the distribution of this document and the Offer. Any failure to comply with such restrictions or requirements may constitute a violation of the securities laws of any such jurisdiction.

NEITHER THE CONTENTS OF THIS PROSPECTUS NOR ANY SUBSEQUENT COMMUNICATION FROM INFORMA, THE INFORMA DIRECTORS, THE INFORMA GROUP, BARCLAYS OR ANY OTHER PERSON INVOLVED IN THE OFFER OR ANY OF THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS ARE TO BE CONSTRUED AS LEGAL, FINANCIAL OR TAX ADVICE. EACH PROSPECTIVE INVESTOR SHOULD CONSULT HIS, HER OR ITS OWN SOLICITOR, INDEPENDENT FINANCIAL ADVISER OR TAX ADVISER FOR LEGAL, FINANCIAL OR TAX ADVICE.

NEITHER OF THE COMPANY, BARCLAYS NOR ANY OF THEIR RESPECTIVE REPRESENTATIVES IS MAKING ANY REPRESENTATION TO ANY PROSPECTIVE INVESTOR IN THE NEW INFORMA SHARES REGARDING THE LEGALITY OF AN INVESTMENT IN THE NEW INFORMA SHARES BY SUCH PROSPECTIVE INVESTOR UNDER THE LAWS APPLICABLE TO SUCH PROSPECTIVE INVESTOR.

THIS PROSPECTUS DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF ANY OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OTHER THAN THE SECURITIES TO WHICH IT RELATES OR ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF ANY OFFER TO PURCHASE OR SUBSCRIBE FOR, SUCH SECURITIES BY ANY PERSON IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.

Notice to Overseas Informa Shareholders

The release, publication or distribution of this document and the issue of the New Informa Shares pursuant to the Offer in certain jurisdictions may be restricted by law. No action has been or will be taken to permit the possession, issue or distribution of this document (or any other offering or publicity materials or election form(s) relating to the New Informa Shares) in any jurisdiction where action for that purpose may be required or doing so is restricted by law. Accordingly, neither this document nor any advertisement nor any other offering material may be distributed or published in any jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this document comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such requirements by any person.

Unless an exemption applicable under relevant securities laws is available, the Offer is not being, and will not be, made available, directly or indirectly, in or into or from a jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Offer by any such use, means, instrumentality or facility or from within any jurisdiction if to do so would constitute a violation of the laws of that jurisdiction.

Accordingly, copies of this document and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from a jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this document (including, without limitation, agents, nominees, custodians and trustees) must not distribute, send or mail it in, into or from such jurisdiction where to do so would violate the laws of that jurisdiction. Any person (including, without limitation, any agent, nominee, custodian or trustee) who has a contractual or legal obligation, or may otherwise intend, to forward this document and/or any other related document to a jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of such jurisdiction.

Notice to US holders of UBM Shares

The New Informa Shares are expected to be issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof. UBM Shareholders (whether or not US persons) who are or will be affiliates (within the meaning of the US Securities Act) of Informa or UBM prior to, or of Informa after, the Effective Date will be subject to certain US transfer restrictions relating to the New Informa Shares received pursuant to the Scheme (as described below).

The New Informa Shares have not been and will not be registered under the US Securities Act or under the securities laws of any state or other jurisdiction of the United States. Accordingly, the New Informa Shares may not be offered, sold, resold, delivered, distributed or otherwise transferred, directly or indirectly, in or into the United States absent registration under the US Securities Act or an exemption therefrom.

The New Informa Shares generally should not be treated as "restricted securities" within the meaning of Rule 144(a)(3) under the US Securities Act and persons who receive securities under the Scheme (other than "affiliates" as described in the paragraph below) may resell them without restriction under the US Securities Act.

Under US securities laws, persons who are or will be deemed to be affiliates (as defined under the US Securities Act) of UBM or Informa prior to, or of Informa after, the Effective Date may not resell the New Informa Shares received under the Scheme without registration under the US Securities Act, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. Whether a person is an affiliate of a company for such purposes depends upon the circumstances, but affiliates of a company can include certain officers and directors and significant shareholders. UBM Shareholders who believe they may be affiliates for the purposes of the US Securities Act should consult their own legal advisers prior to any resale of New Informa Shares received under the Scheme.

For the purposes of qualifying for the exemption from the registration requirements of the US Securities Act afforded by Section 3(a)(10), UBM will advise the Court that its sanctioning of the Scheme will be relied upon by Informa as an approval of the Scheme following a hearing on its fairness to UBM Shareholders, at which hearing all UBM Shareholders are entitled to attend in person to support or oppose the sanctioning of the Scheme and with respect to which notification has been given to all UBM Shareholders.

None of the securities referred to in this document have been approved or disapproved by the SEC, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of the information contained in this document. Any representation to the contrary is a criminal offence in the United States.

The Offer relates to the securities of a UK-registered company with a listing on the London Stock Exchange and is proposed to be effected by means of a scheme of arrangement under the laws of Jersey. A transaction effected by means of a scheme of arrangement is not subject to proxy solicitation or tender offer rules under the US Exchange Act. The Offer is subject to UK disclosure requirements, which are different from certain United States disclosure requirements. The financial information included in this document has been or will be prepared in accordance with IFRS and may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. If Informa exercises its right, in the circumstances provided for in this document, to implement the Offer by way of a takeover offer, such takeover offer will only be made in the United States if an exemption from the registration requirement of the US Securities Act is available.

Each US Holder is urged to consult his or her independent professional adviser immediately regarding the tax consequences of the Offer. UBM ADR Holders should refer to "Notices to Investors – UBM ADR Holders" herein.

It may be difficult for US Holders to enforce their rights and claims arising out of the US federal securities laws, since Informa and UBM are located in countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. US Holders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment.

CONTENTS

		Page
	SUMMARY	5
	RISK FACTORS	24
	EXPECTED TIMETABLE OF PRINCIPAL EVENTS	39
	SHARE CAPITAL STATISTICS	41
	DIRECTORS, PROPOSED DIRECTORS, COMPANY SECRETARY, REGISTERED OFFICE AND ADVISERS	42
	FORWARD-LOOKING STATEMENTS	44
	PRESENTATION OF FINANCIAL AND OTHER INFORMATION	45
	NOTICES TO INVESTORS	49
PART I	INFORMATION ON THE OFFER	52
PART II	INFORMATION ON THE INFORMA GROUP	71
PART III	INFORMATION ON THE UBM GROUP	80
PART IV	OPERATING AND FINANCIAL REVIEW FOR THE INFORMA GROUP	86
PART V	OPERATING AND FINANCIAL REVIEW FOR THE UBM GROUP	105
PART VI	HISTORICAL FINANCIAL INFORMATION RELATING TO THE INFORMA GROUP	106
PART VII	HISTORICAL FINANCIAL INFORMATION RELATING TO THE UBM GROUP	108
	PART VIII UNAUDITED PRO FORMA FINANCIAL INFORMATION FOR THE ENLARGED GROUP	192
PART IX	CAPITALISATION AND INDEBTEDNESS STATEMENT	201
PART X	TAXATION	203
PART XI	ADDITIONAL INFORMATION	208
PART XII	QUANTIFIED FINANCIAL BENEFITS STATEMENT	263
	PART XIII DOCUMENTS INCORPORATED BY REFERENCE	265
	PART XIV DEFINITIONS	268

SUMMARY

Summaries are made up of disclosure requirements known as "Elements". These Elements are numbered in Sections A to E (A.1 – E.7) inclusive.

The summary contains all the Elements required to be included in a summary for this type of issuer and securities. Because some Elements are not required to be addressed there may be gaps in the numbering sequence of the Elements.

Even though an Element may be required to be inserted into the summary because of the type of issuer and securities, it is possible that no relevant information can be given regarding the Element. In this case, a short description of the Element is included in the summary with the disclosure "Not applicable".

		Section A – Introduction and warnings
Element	Disclosure requirement	Disclosure
A.1	Warning	This summary should be read as an introduction to the Prospectus. Any decision to invest in the securities should be based on a consideration by the investor of the Prospectus as a whole. Where a claim relating to the information contained in the Prospectus is brought before a court, the plaintiff investor might, under the national legislation of European Economic Area member states, have to bear the costs of translating the prospectus before the legal proceedings are initiated. Civil liability attaches only to those persons who are responsible for this summary, including any translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of the Prospectus or it does not provide, when read together with the other parts of the Prospectus, key information in order to aid investors when considering whether to invest in such securities.
A.2	Any consents to and conditions regarding use of this document	Not applicable. No consent has been given by Informa or any person responsible for drawing up this document to use it for the subsequent resale or final placement of securities by financial intermediaries.

		Section B – Issuer
B.1	Legal and commercial name	Informa PLC
B.2	Domicile and legal form of the issuer	The Company was incorporated in England and Wales on 24 January 2014 with registered number 08860726 under CA 2006 as a private company limited by shares with the name Informa Limited. The Company was re-registered as a public limited company and changed its name to Informa PLC on 14 May 2014. The principal laws and legislation under which the Company operates and under which the Existing Informa Shares were created are laws of England and Wales including CA 2006. The Company is domiciled in the United Kingdom. Its registered office is 5 Howick Place, London SW1P 1WG, telephone number +44 (0)207 017 5000.

B.3	Nature of the issuer's	Informa
	current operations and its principal	Informa PLC is the ultimate holding company of the Informa Group.
	activities	The Informa Group is a leading international business intelligence, academic publishing, knowledge and events business that operates within the knowledge and information economy. It serves commercial, professional and academic communities by helping them to connect and learn, and by creating and providing access to content and intelligence that help people and businesses to work more efficiently and make faster, more informed decisions. The Informa Group has leading product brands in the various sectors in which it operates and is structured into four operating divisions: Global Exhibitions, Academic Publishing, Business Intelligence and Knowledge & Networking, with a fifth division, Global Support, providing services that support the four business divisions.
		For the year ended 31 December 2017, the Informa Group generated revenue of £1,757.6 million, an operating profit of £345.3 million, and employed on average 7,539 employees worldwide.
		UBM UBM is a leading global business-to-business marketing services and communications media group which serves specialist business communities with tradeshows and other in-person events and information products and services for targeted audiences. UBM operates in two main business segments: Events and Other Marketing Services ("OMS"). Events provides face-to-face interaction in the form of exhibitions, tradeshows, conferences and other live events. OMS includes online marketing services and print marketing services. Online marketing services provide website sponsorships and banner advertising as well as online directory and data products. Print marketing services publishes magazines and trade press to specialist markets.
		For the year ended 31 December 2017, the UBM Group generated revenue of £1,002.9 million, adjusted operating profit of £294.2 million, and employed on average 3,891 employees worldwide.
B.4a	Significant recent trends	Informa On 28 February 2018, Informa published its results for the twelve months to 31 December 2017, in which Informa stated:
		"2017 was a year of performance and delivery, with all four divisions in growth, the integration of Penton Information Services achieved ahead of plan and our four-year acceleration programme delivered on budget and on schedule."
		UBM On 28 February 2018, UBM published its results for the twelve months to 31 December 2017, in which UBM stated:
		"Over the last three years, Events First has focused UBM on the attractive events market and the team has built a high-quality

		events business with geographic breadth and strong brands, serving a wide range of industry sectors.
		In 2017 we delivered a strong financial performance with Annual Events adjusted underlying revenue growth accelerating to 5.3 per cent., further margin expansion and strong cashflow. We saw excellent growth in Asia in particular and growth in all our major verticals bar Fashion.
		We enter 2018, a biennial 'down' year, with good momentum in the business as the Events First strategy translates into performance."
B.5	Group description	The Company is the ultimate parent company of the Informa Group comprising the Company and its subsidiaries. Following Completion, the Company will be the ultimate parent company of the Enlarged Group.
B.6	Major shareholders	As at the Last Practicable Date, the Company had been notified that, other than the Informa Directors, the following persons directly or indirectly hold three per cent. or more of the Company's voting rights which is notifiable under the Disclosure Guidance and Transparency Rules and Regulation (EU) No 596/2014 on market abuse:
				Per cent.
				of existing issued
			Number of Informa Shares as at the Last	share capital as at the Last
		Name –––––––––––––––––––––––––––––––––	Practicable Date –––––––––––––––––– ––––––––––––––––– (per cent)	Practicable Date
		Newton Investment Management Lazard Asset Management FMR LLC Janus Henderson Investors BlackRock Artemis Investment Management Invesco	42,533,245 44,709,789 37,786,343 Not disclosed Not disclosed 34,211,315 32,885,072	5.2 5.4 4.6 Below 5 Below 5 4.2 4.0
		Bestinver Asset Management	32,409,890	3.9
		Note: Assumes no sale or purchase of any Informa Shares held by such shareholders.
		The Company is not aware of any other person who directly or indirectly holds three per cent. or more of the voting rights of the Company as a shareholder (within the meaning of the Disclosure Guidance and Transparency Rules published by the FCA) directly or indirectly.
		None of the Informa Shareholders referred to above has different voting rights from those of any other holder of Informa Shares in respect of any Informa Shares held by them.
		The Company is not aware of any person who, at the Last Practicable Date, exercises, or could exercise control over the Company, directly or indirectly, jointly or severally.
B.7	Key financial information	The tables below set out the Informa Group's summary financial information for the periods indicated, reported in accordance with IFRS. Unless otherwise stated the consolidated financial information for the Informa Group for the three years ended 31 December 2017, 2016 and 2015 have been extracted without material adjustment from the Informa 2017 Financial Statements, the Informa 2016 Annual Report and Accounts and the Informa 2015 Annual Report and Accounts, respectively.

	Informa Consolidated Balance Sheet
			For the year ended 31 December
		–––––––––––––––––––––––––––––––––––––– 2015(1) –––––––––––	2016(2) –––––––––––	2017 –––––––––––
			(audited)
	Non-current assets
	Goodwill	1,708.1	2,699.5	2,608.2
	Other intangible assets Property and equipment	968.2 17.3	1,802.1 24.1	1,701.4 31.8
	Investments in joint ventures
	and associates	0.1	1.5	1.5
	Other investments	1.4	1.6	4.6
	Deferred tax assets	0.6	13.0	9.0
	Other receivables	36.2 –––––––––––	0.5 –––––––––––	0.1 –––––––––––
		2,731.9 –––––––––––	4,542.3 –––––––––––	4,356.6 –––––––––––
	Current assets
	Inventory	46.0	52.4	54.1
	Trade and other receivables	243.4	356.2	401.1
	Current tax asset	4.2	31.1	25.4
	Cash at bank and on hand	34.3 –––––––––––	49.6 –––––––––––	54.9 –––––––––––
		327.9 –––––––––––	489.3 –––––––––––	535.5 –––––––––––
	Total assets	3,059.8 –––––––––––	5,031.6 –––––––––––	4,892.1 –––––––––––
	Current liabilities
	Borrowings	(2.0)	(174.9)	(303.0)
	Current tax liabilities	(30.4)	(30.0)	(30.5)
	Provisions Trade and other payables	(24.0) (207.9)	(34.4) (246.5)	(25.1) (297.2)
	Deferred income	(385.7)	(563.0)	(534.6)
		––––––––––– (650.0)	––––––––––– (1,048.8)	––––––––––– (1,190.4)
		–––––––––––	–––––––––––	–––––––––––
	Non-current liabilities Borrowings	(927.9)	(1,360.3)	(1,125.0)
	Deferred tax liabilities	(183.3)	(349.0)	(251.6)
	Retirement benefit obligation	(4.0)	(38.0)	(23.6)
	Provisions	(21.0)	(11.8)	(33.0)
	Non-current tax liabilities	–	(8.3)	(11.1)
	Trade and other payables	(5.5) –––––––––––	(27.6) –––––––––––	(26.7) –––––––––––
		(1,141.7) –––––––––––	(1,795.0) –––––––––––	(1,471.0) –––––––––––
	Total liabilities	(1,791.7) –––––––––––	(2,843.8) –––––––––––	(2,661.4) –––––––––––
	Net assets	1,268.1 –––––––––––	2,187.8 –––––––––––	2,230.7 –––––––––––
	Equity	–––––––––––	–––––––––––	–––––––––––
	Share capital	0.6	0.8	0.8
	Share premium account	204.0	905.3	905.3
	Translation reserve	(34.2)	74.0	(56.5)
	Other reserves	(1,652.8)	(1,570.8)	(1,568.7)
	Retained earnings	2,748.4 –––––––––––	2,777.3 –––––––––––	2,938.5 –––––––––––
	Equity attributable to equity
	holders of the parent	1,266.0	2,186.6	2,219.4
	Non-controlling interest	2.1 –––––––––––	1.2 –––––––––––	11.3 –––––––––––
	Total equity	1,268.1 ––––––––––– –––––––––––	2,187.8 ––––––––––– –––––––––––	2,230.7 ––––––––––– –––––––––––
	(1) Consolidated balance sheet as at 31 December 2015 restated for finalisation of acquisition accounting as reported in the results for the year ended 31 December 2016. (2) Consolidated balance sheet as at 31 December 2016 restated for finalisation of acquisition accounting as reported in the results for the year ended 31 December 2017.

	For the year ended 31 December
	–––––––––––––––––––––––––––––––––––––– 2016(1) 2015	2017
	––––––––––– ––––––––––– (£ millions)	–––––––––––
Revenue	1,212.2 1,344.8	1,757.6
Net operating expenses	(975.6) (1,147.0) ––––––––––– –––––––––––	(1,412.3) –––––––––––
Operating profit before joint
Ventures and associates	236.6 197.8	345.3
Share of results of joint ventures
and associates	(0.1) 0.8 ––––––––––– –––––––––––	– –––––––––––
Operating profit Profit/(loss) on disposal of	236.5 198.6	345.3
subsidiaries and operations	9.1 (39.8)	(17.4)
Investment income	4.7 59.5	0.2
Finance costs	––––––––––– ––––––––––– (30.6) (40.2)	––––––––––– (59.3)
Profit before tax	––––––––––– ––––––––––– 219.7 178.1	––––––––––– 268.8
Tax (charge)/credit	(47.0) (4.7)	44.9
Profit for the period	––––––––––– ––––––––––– 172.7 173.4	––––––––––– 313.7
(1) Consolidated income statement for the year ended 31 December 2016 restated for finalisation of acquisition accounting as reported in the results for the year ended 31 December 2017.	––––––––––– ––––––––––– ––––––––––– –––––––––––	––––––––––– –––––––––––
The following significant changes to the financial condition and operating results of the Informa Group occurred during these periods:
• independent US-based	science & engineering, humanities and social sciences and health services. The net cash consideration was £21 million; on 2 November 2016, the Informa Group completed the acquisition of Penton Information Services, a leading exhibitions and information services business. The net cash consideration was £1,219 million and it was funded through a mixture of debt and equity. A one-for-four rights issue raised net cash of £701.5 million and led to the issue of 162,234,656 Informa Shares. There was share consideration of £82.2 million to the vendors, which involved the issue of	professional
12,829,146 Informa Shares;
on 25 January 2017, 3.6 per cent.;	the Informa Group USD 500 million of private placement loan notes with maturity of six to ten years, at an average interest rate of	issued
consideration was £111 million; and	on 14 March 2017, the Informa Group acquired Yachting Promotions, Inc., the operator of some of the largest yachting and boat shows in the US. The net cash
The net cash consideration was £43 million.	on 26 September 2017, the Informa Group acquired Dove Medical Press Limited, an open access journal publisher.

UBM

The tables below set out UBM's summary financial information for the periods indicated, prepared in accordance with IFRS. Unless otherwise stated the consolidated financial information for the UBM Group for the three years ended 31 December 2017, 2016 and 2015 have been extracted without material adjustment from the UBM 2017 Annual Report and Accounts, the UBM 2016 Annual Report and Accounts and the UBM 2015 Annual Report and Accounts, respectively.

UBM Consolidated Balance Sheet

		For the year ended 31 December ––––––––––––––––––––––––––––––––––––––
	2015	2016(1)	2017
	–––––––––––	––––––––––– (£ millions)	–––––––––––
Non-current assets
Goodwill	1,195.3	1,623.6	1,533.0
Intangible assets	371.3	578.8	498.4
Property, plant and equipment	40.4	40.6	39.9
Investments in joint ventures
and associates	20.2	16.5	17.3
Available-for-sale investments	–	26.8	38.1
Trade and other receivables	–	1.7	3.2
Vendor loan note	5.5	–	–
Derivative financial instruments	6.4	5.4	3.2
Retirement benefit surplus	4.6	4.9	4.8
Deferred tax asset	18.2 –––––––––––	26.8 –––––––––––	19.7 –––––––––––
	1,661.9 –––––––––––	2,325.1 –––––––––––	2,157.6 –––––––––––
Current assets
Trade and other receivables	219.4	228.9	216.7
Cash and cash equivalents	76.5	84.8	77.7
Vendor loan note	2.3	–	–
Derivative financial instruments	3.6	0.2	–
Assets of disposal group
classified as held for sale	166.3	–	–
	––––––––––– 468.1	––––––––––– 313.9	––––––––––– 294.4
Total assets	––––––––––– 2,130.0 ––––––––––– –––––––––––	––––––––––– 2,639.0 ––––––––––– –––––––––––	––––––––––– 2,452.0 ––––––––––– –––––––––––
Current Liabilities
Current tax liabilities	(56.4)	(60.9)	(52.6)
Trade and other payables	(418.8)	(521.9)	(483.5)
Provisions	(11.6)	(21.4)	(9.9)
Borrowings	(255.9)	(0.5)	(3.6)
Derivative financial instruments	(17.0)	(3.1)	(2.8)
Liabilities associated with assets
of disposal group classified
as held for sale	(79.1)	–	–
	––––––––––– (838.8)	––––––––––– (607.8)	––––––––––– (552.4)
Non-current liabilities	–––––––––––	–––––––––––	–––––––––––
Deferred tax liabilities	(7.4)	(33.3)	(29.5)
Trade and other payables	(12.9)	(9.2)	(7.5)
Provisions	(7.3)	(8.5)	(9.6)
Borrowings	(313.5)	(686.5)	(588.3)
Derivative financial instruments	(6.7)	(12.7)	(4.8)
Retirement benefit obligation	(29.3)	(55.5)	(10.6)
	––––––––––– (377.1)	––––––––––– (805.7)	––––––––––– (650.3)
	–––––––––––	–––––––––––	–––––––––––
Total liabilities	(1,215.9) –––––––––––	(1,413.5) –––––––––––	(1,202.7) –––––––––––

		For the year ended 31 December
	–––––––––––––––––––––––––––––––––––––– 2015	2016(1)	2017
	–––––––––––	––––––––––– (£ millions)	–––––––––––
Equity attributable to owners
of the parent entity
Share capital	44.3	44.3	44.3
Share premium	534.7	535.3	536.0
Other reserves	(605.3)	(410.9)	(481.4)
Retained earnings	927.6	1,029.5	1,124.3
Put options over non-controlling
interests	(17.5)	(7.8)	(6.6)
Total equity attributable to owners	–––––––––––	–––––––––––	–––––––––––
of the parent entity	883.8	1,190.4	1,216.6
Non-controlling interests	30.3	35.1	32.7
Total equity	––––––––––– 914.1	––––––––––– 1,225.5	––––––––––– 1,249.3
Total equity and liabilities	––––––––––– 2,130.0 ––––––––––– –––––––––––	––––––––––– 2,639.0 ––––––––––– –––––––––––	––––––––––– 2,452.0 ––––––––––– –––––––––––

(1) Consolidated balance sheet as at 31 December 2016 restated for finalisation of acquisition accounting as reported in the results for the year ended 31 December 2017.

UBM Consolidated Profit and Loss

		For the year ended 31 December ––––––––––––––––––––––––––––––––––––––
	2015 –––––––––––	2016 –––––––––––	2017 –––––––––––
		(£ millions)
Continuing operations
Revenue	769.9	863.0	1,002.9
Other operating income	6.6	6.9	9.2
Operating expenses	(581.0)	(637.5)	(719.9)
Exceptional operating items	(12.0)	(45.5)	(17.1)
Amortisation of intangible assets
arising on acquisitions	(37.9)	(45.1)	(64.5)
Share of post-tax results from
joint ventures and associates	(0.9) –––––––––––	10.9 –––––––––––	1.4 –––––––––––
Group operating profit from
continuing operations	144.7	152.7	212.0
Financing income	4.0	3.1	7.8
Financing expense	(29.1) –––––––––––	(35.7) –––––––––––	(28.1) –––––––––––
Net financing expense	(25.1)	(32.6)	(20.3)
Profit before tax from continuing
operations	119.6	120.1	191.7
Tax	(27.3) –––––––––––	(22.8) –––––––––––	(40.0) –––––––––––
Profit for the year from
continuing operations	92.3	97.3	151.7
Discontinued operations
Profit for the year from
discontinued operations	15.4 –––––––––––	407.2 –––––––––––	7.8 –––––––––––
Profit for the year	107.7 –––––––––––	504.5 –––––––––––	159.5 –––––––––––
	–––––––––––	–––––––––––	–––––––––––

The following significant changes to the financial condition and operating results of the UBM Group occurred during these periods:

• on 16 June 2016, the UBM Group disposed of its PR Newswire businesses for cash consideration of \$810 million and preferred equity of \$40 million, measured at \$31 million on a fair value basis at that date. The preferred equity constitutes 400,000 Class A limited partnership units in GTCR Canyon Holdings (Canyon), L.P, ("Canyon"), the parent of the PRN purchaser, Cisionin. The preferred equity had a par value of \$40 million and an interest coupon of 8 per cent. On 29 June 2017, Cision merged with Capitol Acquisition Holding Company Ltd, which is listed on the New York Stock Exchange. As a result of the merger, Canyon

owns 68 per cent. of the ordinary shares of the listed entity, now called Cision Ltd. The partnership units in Canyon were valued at \$43.4 million representing the par value and accrued interest to 29 June 2017. The investment continues to be reported as an available-for-sale asset on the balance sheet;
• on 27 June 2016, in conjunction with the special dividend of 55.3p per share, a share consolidation was carried out to convert nine existing ordinary shares with a nominal value of 10p each to eight new ordinary shares with a nominal value of 11.25p each. The share consolidation converted the 442,997,543 existing issued and fully paid ordinary shares into 393,757,816 new issued and fully paid ordinary shares;
• on 19 December 2016, the UBM Group acquired Allworld for £379.7 million, after working capital adjustments and excluding £49 million consideration for the Bahrain business. The Bahrain business was subject to separate closing conditions and completed on 13 January 2017. As control was not obtained until 13 January 2017, the Bahrain business was not consolidated at 31 December 2016. Net assets of £131.3 million, including cash of £28.9 million and intangible assets of £145.8 million, were recognised;
• on 23 November 2016, the UBM Group repaid on maturity the £250 million sterling bond issued at 99.384 per cent. of par. The bonds paid an annual interest coupon of 6.5 per cent. The effective interest rate was 6.71 per cent. The UBM Group entered into interest rate swaps for £150 million, whereby it received 6.5 per cent. and paid a floating rate of LIBOR plus 2.9 per cent. semi-annually. The UBM Group also entered into a cross-currency swap for £75 million, whereby it received GBP LIBOR plus 2.9 per cent. semi-annually and paid a floating rate of USD LIBOR plus 3.144 per cent. semi-annually on \$125.1 million. The interest rate swaps and cross-currency swaps were settled on 23 November 2016;
• the UBM Group entered into a \$365 million bridge facility agreement in December 2016 to part fund the acquisition of Allworld Exhibitions. The bridge was fully drawn and incurred interest at US LIBOR plus 0.7 per cent. until 19 June 2017, when the UBM Group repaid the facility in full using the US Private Placement Loan Note proceeds. The facility was cancelled on 19 June 2017; and
• to replace the \$365 million bridge facility, \$370 million US Private Placement Loan Notes were issued on 15 June 2017 in three tranches: \$45 million of 5 year notes with a floating rate coupon of US LIBOR plus 1.65 per cent., \$175 million of 7 year notes with a fixed rate coupon of 4.45 per cent. and \$150 million of 10 year notes with a fixed rate coupon of 4.68 per cent. Interest is paid semi-annually in arrears. The UBM Group entered into a 7 year interest rate swap for \$78 million, whereby it receives a fixed rate of 4.45 per cent. and pays a floating rate of US LIBOR plus

		15 June 2017.			2.09 per cent. semi-annually in arrears, commencing
		Except as disclosed above, there has been no significant change to the financial condition and operating results of the UBM Group during or subsequent to the period covered by the UBM 2015 Annual Report and Accounts, the UBM 2016 Annual Report and Accounts and the UBM 2017 Annual Report and Accounts.
B.8	Key pro forma financial information	The unaudited pro forma income statement and unaudited pro forma statement of net assets have been prepared to illustrate the effect of the Offer on the income statement of the Informa Group as if Completion had taken place on 1 January 2017, and on the net assets of the Informa Group as if Completion had taken place on 31 December 2017.
		The unaudited pro forma income statement and the unaudited pro forma statement of net assets have been prepared in a manner consistent with the accounting policies adopted by the Informa Group in preparing the Informa 2017 Financial Statements. The unaudited pro forma adjustments give effect to the events that are directly attributable to the Offer, including financing the Offer.
		The unaudited pro forma income statement and the unaudited pro forma statement of net assets have been prepared for illustrative purposes only. It addresses a hypothetical situation and does not in any way reflect the Enlarged Group's actual financial position or results.
		The unaudited pro forma financial information does not constitute financial statements within the meaning of Section 434 of the CA 2006. Shareholders should read the whole of this document and not rely solely on the summarised information contained in
		Part VIII (Unaudited Pro Forma Financial Information for the Enlarged Group).
		Unaudited Pro Forma Net Assets Statement
						Adjustments
			Informa as at 31 Dec 2017(1)	UBM as at 31 Dec 2017(2)	Draw Down of Consideration Facility(3)	––––––––––––––––––––––––– Offer Adjustments(3) Pro Forma
					–––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– (£ millions)
		Non-current assets Goodwill	2,608.2	1,533.0	–	2,555.0	6,696.2
		Other intangible
		assets Property and	1,701.4	498.4	–	–	2,199.8
		equipment Investments in joint	31.8	39.9	–	–	71.7
		ventures and
		associates Other investments	1.5 4.6	17.3 38.1	– –	– –	18.8 42.7
		Deferred tax asset	9.0	19.7	–	–	28.7
		Other receivables Derivative	0.1	3.2	–	–	3.3
		financial instruments Retirement benefit	–	3.2	–	–	3.2
		surplus	–	4.8	– –––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––	–	4.8
			4,356.6	2,157.6	– –––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––	2,555.0	9,069.2

					Adjustments
		Informa as at 31 Dec 2017(1)	UBM as at 31 Dec 2017(2)	Draw Down of Consideration Facility(3)	––––––––––––––––––––––––– Offer Adjustments(3) Pro Forma
				(£ millions)	–––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––
	Current assets Inventory	54.1	–	–	–	54.1
	Trade and other
	receivables	401.1	216.7	–	–	617.8
	Current tax asset Cash at bank	25.4	–	–	–	25.4
	and on hand	54.9	77.7	644.1	(778.3) –––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––	(1.6)
		535.5	294.4	644.1	(778.3) –––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––	695.7
	Total assets	4,892.1	2,452.0	644.1	1,776.7 –––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––	9,764.9
	Current liabilities Borrowings Current tax	(303.0)	(3.6)	–	(30.0)	(336.6)
	liabilities	(30.5)	(52.6)	–	–	(83.1)
	Provisions	(25.1)	(9.9)	–	–	(35.0)
	Trade and other payables .	(297.2)	(136.8)	–	–	(434.0)
	Deferred income	(534.6)	(346.7)	–	–	(881.3)
	Derivative
	financial
	instruments	– (1,190.4)	(2.8) (552.4)	– –	– –––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– (30.0)	(2.8) (1,772.8)
					–––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––
	Non-current liabilities
	Borrowings	(1,125.0)	(588.3)	(644.1)	–	(2,357.4)
	Deferred tax
	liabilities Retirement	(251.6)	(29.5)	–	–	(281.1)
	benefit
	obligations	(23.6)	(10.6)	–	–	(34.2)
	Provisions Non-current tax	(33.0)	(9.6)	–	–	(42.6)
	liabilities	(11.1)	–	–	–	(11.1)
	Trade and other
	payables Derivative financial	(26.7)	(7.5)	–	–	(34.2)
	instruments	–	(4.8)	–	–	(4.8)
		(1,471.0)	(650.3)	(644.1)	–––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– – –––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––	(2,765.4)
	Total liabilities	(2,661.4)	(1,202.7)	(644.1)	(30.0) –––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––	(4,538.2)
	Net assets	2,230.7	1,249.3	–	1,746.7 –––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––	5,226.7
	(1) (2) Statement of net assets line items – UBM	from the Informa 2017 Financial Statements.	UBM as at 31 Dec 2017	Statement of net assets line items – Informa	Informa's net asset information as at 31 December 2017 has been extracted, without material adjustment, UBM's net asset information as at 31 December 2017 has been extracted from the UBM 2017 Annual Report and Accounts and has been adjusted in order to align it with the presentation adopted by Informa as follows:	UBM's statement of net assets under the statement of net assets presentation of Informa as at 31 Dec 2017
	–––––––––––––––––––––––––––		–––––––––––– (£ millions)		––––––––––––––––––––––––––– –––––––––––––––	(£ millions)
	Non-current assets			Non-current assets
		Goodwill Intangible assets	1,533.0 498.4		Goodwill Other intangible assets	1,533.0 498.4
	Investments in joint	Property, plant and equipment	39.9	Investments in joint	Property and equipment	39.9
		ventures and associates Available-for-sale investments	17.3 38.1		ventures and associates Other investments	17.3 38.1
		Trade and other receivables	3.2		Deferred tax asset	19.7
		Derivative financial instruments Retirement benefit surplus	3.2 4.8		Other receivables Derivative financial instruments .	3.2 3.2
		Deferred tax asset	19.7 ––––––––––––		Retirement benefit surplus	4.8 ––––––––––––
			2,157.6 –––––––––––– ––––––––––––			2,157.6 –––––––––––– ––––––––––––

Statement of net assets line items – UBM –––––––––––––––––––––––––––	UBM as at 31 Dec 2017 ––––––––––––	Statement of net assets line items – Informa ––––––––––––––––––––––––––– –––––––––––––––	UBM's statement of net assets under the statement of net assets presentation of Informa as at 31 Dec 2017
Current assets		Current assets
Trade and other receivables	216.7	Inventory Trade and other receivables	216.7
		Current tax asset
Cash and cash equivalents	77.7 ––––––––––––	Cash at bank and on hand	77.7 ––––––––––––
	294.4 ––––––––––––		294.4 ––––––––––––
Total assets	2,452.0 –––––––––––– ––––––––––––	Total assets	2,452.0 –––––––––––– ––––––––––––
Current liabilities Current tax liabilities	(52.6)	Current liabilities Borrowings	(3.6)
Trade and other payables	(483.5)	Current tax liabilities	(52.6)
Provisions	(9.9)	Trade and other payables
Borrowings	(3.6)	Provisions	(136.8)
		Deferred income	(346.7)
Derivative financial instruments	(2.8) ––––––––––––	Derivative financial instruments .	––––––––––––
	(552.4) –––––––––––– ––––––––––––		(552.4) –––––––––––– ––––––––––––
Non-current liabilities		Non-current liabilities
Deferred tax liabilities	(29.5)	Borrowings	(588.3) (29.5)
Trade and other payables	(7.5)	Deferred tax liabilities
		Retirement benefit obligations
Provisions Borrowings	(9.6) (588.3)	Provisions Non-current tax liabilities
Derivative financial instruments	(4.8)	Trade and other payables
Retirement benefit obligations	(10.6) ––––––––––––	Derivative financial instruments .	––––––––––––
	(650.3)		(650.3)
Total liabilities	–––––––––––– (1,202.7)	Total liabilities	–––––––––––– (1,202.7)
Net assets	–––––––––––– 1,249.3 ––––––––––––	Net assets	–––––––––––– 1,249.3 ––––––––––––
assets. (b)		net assets to allow each line to be matched to the presentational format of Informa's statement of net UBM's current trade and other payables as at 31 December 2017 of £483.5 million includes deferred revenue of £346.7 million, which is presented separately in Informa's net asset statement.
(3) The adjustments arising as a result of the Offer are set out below: (a)		The consideration will be payable as a combination of the issuance of New Informa Shares ("Consideration Shares") and payment of cash ("Cash Consideration") to the UBM Shareholders.
The total estimated consideration payable is set out below:		Consideration Shares Cash Consideration Estimated total consideration As set out in Part I (Information on the Offer), the terms of the Offer are that Informa will issue 1.083 New Informa Shares of 0.1p for each UBM Share. The fair value of the Consideration Shares based
395,112,896 as at 8 March 2018, was £3,028.7 million.		upon the Informa share price of 707.8p as at 9 March 2018 and the outstanding shares of UBM in issue (plus the estimated share options under the SAYE Scheme to be converted into shares in UBM) of Informa will also pay each UBM Shareholder 163p per UBM Share held, which based upon the outstanding shares of UBM in issue (plus the estimated share options under the SAYE Scheme to be	of UBM as at 31 December 2017. The order of the line items is different to the Informa statement of (£ millions) 3,028.7 644.0 ––––––––– 3,672.7 ––––––––– –––––––––
(b) The adjustment to goodwill has been calculated as follows:		converted into shares in UBM) of 395,112,896 as at 8 March 2018, would total £644.0 million. Under IFRS acquisition accounting, it is necessary to fair value the consideration paid and all the assets and liabilities of the acquired business. In the pro forma statement of net assets, no adjustments have been made to fair value the individual net assets of UBM to reflect any re-measurements to fair value that may arise as this exercise will not be undertaken until after the effective completion date.
		Estimated total consideration
		Net assets acquired
		Estimated transaction costs incurred by UBM Acquisition of own shares by UBM to settle share options
		Special Dividend to be paid to shareholders of UBM
		Pro forma goodwill adjustment	(£ millions) 3,672.7 (1,249.3) 42.5 30.0 59.1 ––––––––– 2,555.0 ––––––––– –––––––––

(c)		Adjustments to cash have been calculated as follows:
					(£ millions)
				Draw down of Consideration Facility Less: debt issuance costs	656.0 (11.9)
				Draw Down of Consideration Facility	––––––––– 644.1 –––––––––
				Cash consideration paid to UBM Shareholders	––––––––– 644.0
				Estimated transactions costs incurred by Informa Estimated transactions costs incurred by UBM	32.7 42.5
				Special Dividend paid to UBM Shareholders	59.1 –––––––––
				Total cash paid	778.3 ––––––––– –––––––––
(d)		Consideration Facility, net of financing costs of £11.9 million.		Long-term borrowings have been adjusted by £644.1 million for the £656.0 million drawdown of the
(4) Unaudited Pro Forma Income Statement		taking into account proceeds for the exercise of the options.		No adjustment has been made to reflect the trading results of Informa since 31 December 2017 and UBM since 31 December 2017. Short term borrowings have been adjusted by £30.0 million as a result of estimated additional borrowings being drawn by UBM to fund the acquisition of UBM Shares to settle share options,
				Adjustments –––––––––––––––––––––––––
	Informa for the year ended 31 December 31 December	UBM for the year ended		Offer
	2017(5)	2017(6)		Financing(7) Adjustments(8)(9) Pro Forma –––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––
			(£ millions)
Continuing operations Revenue	1,757.6	1,002.9	–	–	2,760.5
Net operating expenses, before amortisation of acquired intangible assets, impairments and other adjusting
items	(1,212.1)	(710.7)	–	–	(1,922.8)
Share of results of joint ventures
and associates	–	1.4	–	– –––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––	1.4
Adjusted
operating profit Amortisation of	545.5	293.6	–	–	839.1
acquired intangible assets Impairment of	(157.8)	(64.5)	–	–	(222.3)
intangibles and goodwill Other adjusting	(5.6)	–	–	–	(5.6)
items	(36.8)	(19.7)	–	(81.1) –––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––	(137.6)
Operating profit from continuing operations (Loss)/profit on disposal of	345.3	209.4	–	(81.1)	473.6
subsidiaries and operations	(17.4)	2.6	–	–	(14.8)
Investment income	0.2	7.8	–	–	8.0
Finance costs	(59.3)	(28.1)	(17.3)	– –––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––	(104.7)
Profit before tax
from continuing operations	268.8	191.7	(17.3)	(81.1) –––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––	362.1
Tax credit/ (charge)	44.9	(40.0)	3.3	–	8.2
Profit for the year from continuing				–––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––
operations Discontinued operations Profit for the year from discontinued	313.7	151.7	(14.0)	(81.1) –––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––––– –––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––	370.3
operations	–	7.8	–	– –––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––	7.8
Profit for
the year	313.7	159.5	(14.0)	(81.1)	378.1

(5) Informa's income statement for the year ended 31 December 2017 has been extracted, without material adjustment, from the Informa 2017 Financial Statements.
(6) UBM's income statement for the year ended 31 December 2017 has been extracted from the UBM 2017 Annual Report and Accounts and has been adjusted in order to align it with the presentation adopted by Informa as follows:
Income statement line items – UBM ––––––––––––––––––––––––– ––––––––––– ––––––––––––– ––––––––––––– –––––––––––––––––––––––––	UBM total for the year ended 31 Dec 2017(a)	Reclassi- fications(b)	UBM's income statement under the income statement presentation of Informa for the year ended 31 Dec 2017(c)	Income statement line items – Informa
Continuing operations		(£ millions)		Continuing operations
Revenue	1,002.9	–		1,002.9 Revenue
Other operating income Operating expenses Exceptional operating	9.2 (719.9)	(9.2) 9.2		(710.7) Net operating expenses
items	(17.1)	17.1	–
Amortisation of intangible assets arising on acquisitions Share of results of joint ventures and	(64.5)	64.5	–	Share of results of joint
associate (after tax)	1.4 ———	– ———	1.4 ———	ventures and associates
Group operating profit from continuing
operations	212.0	81.6		293.6 Adjusted operating profit
		(64.5) –	(64.5) –	Amortisation of acquired intangible assets Impairment of intangibles and goodwill
		(19.7) ———	———	(19.7) Other adjusting items
		(2.6)		209.4 Operating profit Profit on disposal of subsidiaries
Financing income	7.8	2.6 –	2.6	and operations 7.8 Investment income
Financing costs	(28.1)	–		(28.1) Finance costs
Profit before tax from	———	———	———	Profit before tax from
continuing operations Tax	191.7 (40.0)	– –	191.7	continuing operations (40.0) Tax charge
Profit for the year from continuing operations	151.7 ———	– ———	151.7 ———	Profit for the year from continuing operations
Discontinued operations Profit for the year from discontinued operations	——— 7.8	——— –	——— 7.8	Discontinued operations Profit for the year from discontinued operations
Profit for the year	——— 159.5	——— –	———	159.5 Profit for the year
Notes:	——— ———	——— ———	——— ———
(a) The UBM Group's income statement line items are directly extracted from the UBM Group's consolidated income statement for the year ended 31 December 2017, which is set out in Part VII (Historical Financial Information relating to the UBM Group). (b) The following reclassifications were made to reflect the difference in accounting presentation under the Informa Group's presentation as opposed to that of the UBM Group: (i) (ii) operating profit; (iii) (iv) subsidiaries and operations. (c) This reflects the UBM Group's consolidated income statement for the year ended 31 December 2017, which is set out in Part VII (Historical Financial Information relating to the UBM Group), reformatted under the Informa Group's headings. (7)	Adjustments expected to have a continuing impact:			Other operating income of £9.2 million has been reclassified within the Net operating expenses line; Amortisation of intangible assets arising on acquisitions has been reclassified below adjusted Exceptional operating costs of £19.7 million have been reclassified to other adjusting items; and A profit of £2.6 million arising on UBM's disposal of its Customer Tech portfolio and Care & Dementia Show has been reclassified from exceptional operating items to (loss)/profit on disposal of
This adjustment relates to interest charges on the Consideration Facility debt of £656.0 million at an interest rate of 1.4 per cent. based on LIBOR plus applicable margin. The tax impact of these adjustments use an applicable UK tax rate of 19.0 per cent. The following adjustments to reflect the acquisition as if it had happened on 1 January 2017 in the unaudited pro forma income statement:					(£ millions)
Finance costs – interest charges on Consideration Facility Finance costs – amortisation of debt issuance costs relating to the Consideration Facility					9.4 7.9
Net financing costs					––––––––– 17.3 ––––––––– –––––––––

		(8) Adjustments not expected to have a continuing impact: (a) estimated transaction costs totalling £75.2 million. The adjustments relate to estimated transactions costs of £32.7 million incurred by Informa and £42.5 million incurred by UBM, all of which are expensed; and
		(b) as a result of the Offer UBM will recognise an accelerated vesting charge in relation to its equity settled share based payment schemes of £5.9 million.
		(9) No adjustment has been made for the following:
		(a) the unaudited pro forma income statement does not reflect the effect of any fair value adjustments which may be recorded to acquired assets and liabilities. Upon completion of the purchase price allocation exercise, which will be finalised after Completion of the Combination, additional depreciation of property plant and equipment and amortisation of intangible assets, amongst other things, may be required in the Enlarged Group's financial statements;
		(b) no adjustment has been made to reflect any synergies that may arise after the transaction as these are dependent upon the future actions of management; and
		(c) no adjustment has been made to reflect the trading results of Informa or UBM since 31 December 2017.
B.9	Profit forecast or estimate	Not applicable. There is no profit forecast or estimate included in this document.
B.10	Description of the nature of any qualifications in the audit report on the historical financial information	Not applicable. The audit reports on the historical financial information included in, or incorporated by reference into, this document are not qualified.
B.11	Working capital	The Company is of the opinion that, taking into account the bank facilities available, the Informa Group has sufficient working capital for its present requirements, that is, for at least the 12 months following the date of publication of this document.

		Section C – Securities
C.1	Type and class of securities	The New Informa Shares will consist of up to 432,082,512 Informa Shares of 0.1 pence each in the capital of Informa. The New Informa Shares will be listed on the London Stock Exchange's main market for listed securities, registered with ISIN number GB00BMJ6DW54 and SEDOL number BMJ6DW5.
C.2	Currency	Pounds sterling.
C.3	Number of shares issued	As at the Last Practicable Date, the issued share capital of the Company was £824,005.051 comprising 824,005,051 ordinary shares of 0.1 pence each (all of which were fully paid or credited as fully paid).
C.4	Description of the rights attached to the securities	The New Informa Shares will, when issued, rank equally in all respects with the Existing Informa Shares, including the right to receive all dividends and other distributions made, paid or declared after the date of issue of the New Informa Shares.
C.5	Description of any restrictions on the free transferability of the securities	There are no restrictions on the free transferability of the Informa Shares.
C.6	Admission	Application will be made to the FCA and to the London Stock Exchange for the New Informa Shares to be admitted to the Official List and to trading on the London Stock Exchange's main market for listed securities, respectively.
		It is expected that, subject to the Conditions to the Offer being satisfied or, where appropriate, waived, Admission will become

		effective and dealings in the New Informa Shares will commence at 8.00 a.m. (London time) on the first Business Day after the
C.7	Dividend policy	Effective Date. The Informa Board intends to maintain a progressive dividend policy, using Informa's dividend per share as the base. It will seek to deliver consistent growth in dividends, reflective of its free cash flow growth.

Section D – Risks
D.1	Key information on the key risks specific to the issuer, the Offer and the Enlarged Group	The performance of the Informa Group and, following Completion, the Enlarged Group depends on the financial health of its customers, which in turn is dependent on the economic conditions of the industries and geographic regions in which those customers operate. Any economic downturn or periods of uncertainty affecting customer appetite for discretionary spending could have a material adverse effect on the business, results of operations, financial condition and prospects of the Informa Group and, following Completion, the Enlarged Group.
		The markets for the Informa Group's and, following Completion, the Enlarged Group's products and services are competitive and in a state of ongoing change in response to consumer demand, technological innovations, changing legislation and other factors. If the Enlarged Group is unable to successfully adapt and/or develop its products in a timely fashion or to successfully respond to changes in the markets in which it operates, it could have a material adverse effect on the business, results of operations, financial condition and prospects of the Informa Group and, following Completion, the Enlarged Group.
		The Informa Group's and, following Completion, the Enlarged Group's continued growth depends, in part, on its ability to successfully identify and complete acquisitions. The Informa Group and, following Completion, the Enlarged Group may not be able to identify and successfully complete acquisitions or strategic business alliance transactions on favourable terms, or at all, impacting the Informa Group's and, following Completion, the Enlarged Group's ability to grow revenue in the future.
		The Informa Group and, following Completion, the Enlarged Group may not be able to effectively integrate and manage the operations of any acquired business. Integrating any newly acquired businesses may require a disproportionate amount of management attention and financial and other resources, and detract from the resources remaining for the Informa Group's and, following Completion, the Enlarged Group's pre-existing businesses.
		Currency fluctuations may have a significant impact on the reported revenue and profit of the Informa Group and, following Completion, the Enlarged Group.
		The Enlarged Group will have greater presence in and exposure to developing markets (including China, ASEAN, South America and India). The increased presence of the Enlarged Group in

		developing markets may present different challenges to those currently faced by Informa. If the Enlarged Group cannot effectively manage exposure to these challenges, this could have a material adverse effect on the business, results of operations, financial condition and prospects of the Enlarged Group.
		A substantial amount of the Informa Group's and, following Completion, the Enlarged Group's products and services comprises intellectual property content delivered through a variety of media including journals, books and the internet. Informa and, following Completion, the Enlarged Group faces significant challenges posed by third parties (including organisations in the new media and information technology sectors) taking advantage of legal developments and legal uncertainty to obtain the ability to host Informa and, following Completion, Enlarged Group content.
		Over the past few years, more public sources of free or relatively inexpensive information have become more widely available, particularly through the internet, and this trend is expected to continue. Such public sources of free or relatively inexpensive information may reduce demand for the Informa Group's publishing products, particularly in its Academic Publishing and Business Intelligence divisions, and consequently reduce the revenue generated from these divisions, which could have a material adverse effect on the business, results of operations, financial condition and prospects of the Informa Group and, following Completion, the Enlarged Group.
		A loss of one or more of the members of the Informa Group's or, following Completion, the Enlarged Group's senior management without adequate replacement could have a material adverse effect on leadership, strategic direction, results of operations, financial condition and prospects of the Informa Group and/or the Enlarged Group. A failure to identify and retain key individuals following Completion may affect the Enlarged Group's ability to successfully integrate UBM into the Enlarged Group.
		Major accidents (being incidents causing multiple injuries requiring hospital treatment, or more severe harm), incidents, events or disasters, whether arising from natural causes, man made or otherwise, have the potential to significantly disrupt operations of the Enlarged Group.
		Breaches of Informa's and, following Completion, the Enlarged Group's information security controls or other unauthorised access to Informa's and, following Completion, the Enlarged Group's databases could damage Informa's and, following Completion, the Enlarged Group's reputation and expose it to risks of loss, litigation and potentially liability and/or regulatory action.
D.3	Key information on the key risks specific to the securities	The value of an investment in Informa may go down as well as up. III.2 The market value of the New Informa Shares could be subject to significant fluctuations and may not always reflect the underlying asset value.
		The level of any dividend paid in respect of the Informa Shares is within the discretion of the Informa Board and is subject to a

	number of factors, including the business and financial condition of, earnings and cash flow of, and other factors affecting, the Informa Group (and, following Completion, the Enlarged Group), as well as the availability of funds from which dividends can be legally paid.
	The ability of an Overseas Informa Shareholder to bring an action against the Enlarged Group may be limited under law.

		Section E – Offer
E.1	Net proceeds and costs of the issue	The total costs, charges and expenses payable by the Company in connection with the issue of the New Informa Shares, this document, the Circular and the negotiation, preparation and implementation of the Offer are estimated to be between £41.2 million and £44.6 million (exclusive of VAT).
		There are no net proceeds receivable by Informa.
E.2a	Reasons for the offer and use of proceeds	The Informa Board and the UBM Board believe there is a compelling commercial and strategic rationale for creating an Enlarged Group, to offer major benefits for customers and colleagues while having the potential to create significant value for shareholders.
		The knowledge & information market is expanding at pace. Digitisation has driven rapid growth in the internet, electronic communications and social media, leading to exponential growth in the volume and availability of data and information. For businesses, this creates challenges in understanding markets, identifying trends and developing new customer relationships. There is a need for timely insights, accurate intelligence and bespoke analysis that cuts through the information noise to help focus on what matters. Similarly, there is a demand for platforms that can provide targeted business connections at scale. Knowledge has become the key competitive advantage, helping companies to make better decisions faster, target the right buyers at the right time and improve returns on investment.
		Businesses with access, data and expertise in industries and markets, with the tools to provide specialist knowledge and connections that create advantages have, therefore, become highly valued and sought after.
		Informa believes that the Enlarged Group will benefit from the trend towards increased operating scale and industry specialisation in the global B2B information services market. The Enlarged Group will build on the respective strengths of Informa and UBM to meet growing customer demand for brands and partners with international reach, specialist industry knowledge and an increasingly wide range of B2B information services that incorporate face-to-face platforms and events, data analytics, targeted marketing services and trusted, reliable intelligence and research.
		Over time, Informa expects that the creation of the Enlarged Group will accelerate the shift to a more customer-led operating

		model built around the strengths of the Enlarged Group's emerging positions in key industry verticals and a broad set of powerful B2B capabilities.
		The Informa Directors believe that, given the complementary portfolios, geographic focus and growth trajectories of both Informa and UBM, now is the opportune moment to create a B2B Information Services Group with the scale and specialist capabilities to capture the long-term growth potential of this expanding market.
		The Enlarged Group will be well-placed to build on the success of Informa's Growth Acceleration Plan ("GAP") and UBM's Events First strategy. Based on results to 31 December 2017, the Enlarged Group has pro forma revenues of around £2.8 billion and adjusted operating profit of around £0.8 billion.
		By establishing the Enlarged Group as a unified business with speed and purpose, Informa expects to quickly gain the benefits of operating scale, while preparing for the wider benefits of industry specialisation.
		Informa believes that the immediate benefits of operating scale will generate significant operating synergies, including at least £60 million of annual recurring pre-tax cost savings, with around £50 million to be delivered in the 2019 financial year. These synergies arise from scale efficiencies and a reduction of duplicate costs. The realisation of these recurring synergies is expected to lead to one-off cash costs of approximately £80 million.
		There are no proceeds, and therefore, no estimated net amount of the proceeds receivable by Informa as a result of the Offer.
		The proposed issue of the New Informa Shares to which this document relates is being made in connection with the Offer.
		The Offer is intended to be effected by way of the Scheme, or should Informa so elect, by means of a takeover offer.
E.3	Terms and conditions of the offer	It is intended that the proposed issue of the New Informa Shares III.5.1.1 will be effected by way of the Scheme. The purpose of the Scheme will be to provide for Informa to become the holder of the entire issued and to be issued ordinary share capital of UBM.
		On 30 January 2018, the Informa Board and UBM Board announced that they had agreed the terms of the Offer. Under the terms of the Offer, which is made on the terms and subject to the Conditions set out in the Scheme Document, UBM Shareholders whose names appear on the register of members of UBM at the Scheme Record Time will be entitled to receive:
		1.083 New Informa Shares For each UBM Share: and
		163 pence in cash.
		UBM Shareholders (other than certain persons in Restricted Jurisdictions) are entitled to elect, subject to availability, to vary the proportions in which they receive New Informa Shares and

		cash in respect of their holdings in UBM Shares. However, the total number of New Informa Shares to be issued and the maximum amount of cash to be paid under the Offer will not be varied as a result of elections under the Mix and Match Facility. Accordingly, elections made by UBM Shareholders under the Mix and Match Facility will be satisfied only to the extent that other UBM Shareholders make offsetting elections. The Offer will comply with the applicable rules and regulations of the FCA, the London Stock Exchange and the Takeover Code, is governed by Jersey law and subject to the jurisdiction of the Jersey Court. In addition, the Offer is subject to the terms and conditions set out in the Scheme Document (or, subject to the Panel's consent, the offer document). These conditions include, amongst other things, (i) approval by the requisite majorities of the UBM Shareholders at the UBM Meetings, (ii) the passing at the Informa General Meeting of the Resolution, (iii) regulatory clearances being received from MOFCOM, the Bundeskartellamt and the Turkish Competition Authority, and all required filings having been made in connection with the United States Hart-Scott Rodino Antitrust Improvements Act of 1976 (as amended), and (iv) the Scheme becoming unconditional (with all other Conditions being fulfilled or (if capable of waiver) waived) and Effective by no later than the Long Stop Date.
E.4	Material interests	Not applicable. There are no interests (including conflicts of interest) which are material to the Offer or the New Informa Shares.
E.5	Name of person selling securities/ lock-up arrangements	Not applicable. The New Informa Shares are being issued by the Company; there will be no selling shareholders.
E.6	Dilution	The issue of the New Informa Shares will result in Informa's issued ordinary share capital increasing by approximately 52.4 per cent. Immediately following Admission, former UBM Shareholders will hold approximately 34.4 per cent. of Informa's issued ordinary share capital.
E.7	Expenses charged to the investor	Not applicable. There are no commissions, fees or expenses to be charged to investors by Informa in relation to the issue of the New Informa Shares.

RISK FACTORS

Any investment in, or the holding of, the New Informa Shares is subject to a number of risks. Informa Shareholders, UBM Shareholders and prospective investors should consider carefully the factors and risks associated with any investment in the New Informa Shares, the Informa Group and, following Completion, the Enlarged Group's business and the industries in which it operates, together with all other information contained in this document and all of the information incorporated by reference into this document, including, in particular, the risk factors described below.

A number of factors affect the operating results, financial condition and prospects of each of the Informa Group and the UBM Group and, following Completion, will affect the Enlarged Group. The risks described below are based on information known at the date of this document and information already historically described in each Group's market reporting and are not an exhaustive list or explanation of all risks which investors may face when acquiring the New Informa Shares and should be used for guidance only. Additional risks and uncertainties, which are currently unknown to Informa, the Informa Directors and the Proposed Directors or that Informa, the Informa Directors and the Proposed Directors do not currently consider to be material, may materially affect the business of the Informa Group, the UBM Group and/or the Enlarged Group and could have material adverse effects on the business, financial condition, results of operations and prospects of the Informa Group and/or the Enlarged Group. If any, or a combination, of the following risks actually materialise, the business, results of operations, financial condition share price and prospects of the Informa Group and, following Completion, the Enlarged Group could be materially and adversely affected and Informa Shareholders may lose all or part of their investment.

Prospective investors should note that the risks relating to the Informa Group and, following Completion, the Enlarged Group, their industries and the New Informa Shares summarised in the section of this document headed "Summary" are the risks that the Informa Directors, the Proposed Directors and the Company believe to be those most essential to an assessment by a prospective investor of whether to make an investment in the New Informa Shares. However, as the risks which the Informa Group and, following Completion, the Enlarged Group face relate to events and depend on circumstances that may or may not occur in the future, prospective investors should consider not only the information on the key risks summarised in the section of this document headed "Summary" but also, amongst other things, the risks and uncertainties described below.

Prospective investors should review this document carefully and in its entirety (together with any documents incorporated by reference into it) and consult with their professional advisers before acquiring any New Informa Shares. For the avoidance of doubt, nothing in this section constitutes a qualification of the working capital statement contained in paragraph 16 of Part XI (Additional Information) of this document.

1. RISKS RELATING TO THE BUSINESS AND INDUSTRIES IN WHICH THE INFORMA GROUP AND, FOLLOWING COMPLETION, THE ENLARGED GROUP OPERATES

1.1 The Informa Group and, following Completion, the Enlarged Group are affected by the economic conditions of the sectors and regions in which they and their customers operate

The performance of the Informa Group and, following Completion, the Enlarged Group depends on the financial health of its customers, which in turn is dependent on the economic conditions of the industries and geographic regions in which those customers operate. Historically, spending (including renewals of subscriptions) by companies on some intelligence and insight products and publications, data acquisition and advertising has been affected by the economic cycle, with some companies spending significantly less in times of recession or economic uncertainty or when substantial downward pressure on budgets otherwise remains. Equally, in its events businesses, the Informa Group is affected by cyclical pressures on spending by some companies, with participation and attendance at, and sponsorship of, some events traditionally being reduced in times of recession or economic uncertainty. The Informa Group's and, following Completion, the Enlarged Group's products are also subject to developments in their customers' end markets, such as the end markets maturing, experiencing decline or becoming obsolete. In addition, the Informa Group currently generates the majority of its revenue from the United States and, following Completion, it will continue to generate a significant portion of its revenue from the United States. As a result, any weakness or downturn in the US economy could have a material adverse effect on its business.

Any economic downturn or periods of uncertainty affecting customer appetite for discretionary spending could have a material adverse effect on the business, results of operations, financial condition and prospects of the Informa Group and, following Completion, the Enlarged Group.

1.2 The markets in which the Informa Group and, following Completion, the Enlarged Group operate are highly competitive and subject to rapid change

The markets for the Informa Group's and, following Completion, the Enlarged Group's products and services are competitive and in a state of ongoing change in response to consumer demand, technological innovations, changing legislation and other factors.

Some of the Informa Group's and, following Completion, the Enlarged Group's principal competitors have substantial financial resources, established brands, technological expertise and market experience that may better position them to anticipate and respond to competitive changes. The direct competitive pressure applied by rival events could lead to pricing pressure on certain Enlarged Group events, potentially reducing profit margins and cash flows.

The Informa Group and, following Completion, the Enlarged Group cannot predict with certainty the changes that may occur and the effect of those changes on the competitiveness of its business. The competitive environment in which the Informa Group and, following Completion, the Enlarged Group operate will require the Informa Group and/or the Enlarged Group to continually enhance and adapt their products and services, develop and invest in new products and services and invest in technology to better serve the needs of its existing customers and to attract new customers. For example, there is a growing trend amongst exhibitors of using digital initiatives to amplify, complement and/or replace certain aspects of the face-to-face and in-person trade show industry, and failure to continually and successfully respond to this development could potentially result in the Informa Group and, following Completion, the Enlarged Group losing market share.

The Informa Group and, following Completion, the Enlarged Group may face competition in hiring and retaining colleagues with the skills necessary to innovate and deliver technology solutions. Failure by the Informa Group to adapt to future technological changes may render its existing publication products and services partially or wholly obsolete. In addition, there can be no assurance that the Enlarged Group's investment in new delivery, processes and platforms will generate positive results and an attractive return on investment.

The Informa Group and, following Completion, the Enlarged Group's growth strategy involves measured change across parts of the Group, which requires the assimilation of new ways of working and different corporate cultures. The failure to manage change effectively could lead to increased colleague turnover, disengagement, poor project delivery and, ultimately, failure to deliver the Group's strategic objectives.

If the Enlarged Group is unable to successfully adapt and/or develop its products in a timely fashion or to successfully respond to changes in which it operates, it could have a material adverse effect on the business, results of operations, financial condition and prospects of the Informa Group and, following Completion, the Enlarged Group.

1.3 The Informa Group's and, following Completion, the Enlarged Group's continued growth depends, in part, on their ability to successfully identify and complete acquisitions

The Informa Group's and, following Completion, the Enlarged Group's continued growth depends, in part, on their ability to successfully identify and complete acquisitions. Attractive acquisitions may be difficult to identify or complete for a number of reasons, including the availability of desirable assets, competition amongst prospective buyers, economic uncertainty and, in some instances, the need for regulatory, including antitrust, approvals. The Informa Group and, following Completion, the Enlarged Group may not be able to identify and successfully complete acquisitions or strategic business alliance transactions, on favourable terms, or at all, impacting the Informa Group's and, following Completion, the Enlarged Group's ability to grow revenue in the future.

In addition, any acquisition the Informa Group and, following Completion, the Enlarged Group may complete may be made at a substantial premium or may ultimately be a poor strategic fit, and there can be no assurance that the Informa Group and, following Completion, the Enlarged Group will achieve the expected return on investment, for a number of reasons, many of which are outside the control of the Informa Group and, following Completion, the Enlarged Group. In such circumstances, it is possible that the Enlarged Group may be required to impair the value of its goodwill and intangible assets, which would reduce the Enlarged Group's reported assets and earnings in the year the impairment charge is recognised.

If any of the factors mentioned above were to occur, the Informa Group and, following Completion, the Enlarged Group may not be able to achieve their strategy of growing through acquisitions, which could have a material adverse effect on the Informa Group and, following Completion, the Enlarged Group's business, results of operations, financial condition and prospects.

1.4 The Informa Group's and, following Completion, the Enlarged Group's continued growth depends, in part, on their ability to successfully integrate acquisitions including the Offer

The success of any acquisition depends in part on the Informa Group's and, following Completion, the Enlarged Group's ability to integrate the acquired business or assets, including customers, colleagues, operating systems, operating procedures and information technology systems. These issues are particularly relevant in the context of larger acquisitions.

The Informa Group and, following Completion, the Enlarged Group may not be able to effectively integrate and manage the operations of any acquired business. In addition, the process of integrating acquired businesses or assets may involve unforeseen difficulties and integration could take longer than anticipated. Integrating any newly acquired businesses may require a disproportionate amount of management's attention and financial and other resources, and detract from the resources remaining for the Informa Group's and, following Completion, the Enlarged Group's pre-existing businesses. Further, the Informa Group and, following Completion, the Enlarged Group may not be able to maintain or improve the historical financial performance of acquired businesses. Finally, the Informa Group and, following Completion, the Enlarged Group may not fully derive all of the anticipated benefits from their acquisitions, such as scale efficiencies, supply cost synergies and/or reduced operating costs due to centralised or shared technical infrastructure. If any of the factors mentioned above were to occur, the Informa Group and, following Completion, the Enlarged Group could suffer from inefficient business processes, inconsistent corporate culture and a weakened brand, which could have a material adverse effect on the business, results of operations, financial condition and prospects of the Informa Group and, following Completion, the Enlarged Group.

1.5 Currency fluctuations may have a significant impact on the reported revenue and profit of the Informa Group and, following Completion, the Enlarged Group

The Informa Audited Financial Statements and, following Completion, the financial statements of the Enlarged Group are presented in pounds sterling and, therefore, are and will be subject to movements in exchange rates on the translation of the financial results of businesses whose operational currencies are other than pounds sterling. The Informa Group and the UBM Group generate the majority of their revenues and profits in US Dollars or currencies pegged to the US Dollar. Accordingly, volatility and fluctuations in the US Dollar/pounds sterling exchange rate, which have occurred in recent periods, could materially affect the Enlarged Group's reported results from year to year following Completion. If the Offer completes and the US Dollar appreciates significantly against sterling, such appreciation will increase the sterling equivalent value of the total investment and the cash flow generated by the UBM Group in the Enlarged Group's accounts. Conversely, if the Offer completes and the US Dollar depreciates significantly against sterling, such depreciation will decrease the sterling equivalent value of the total investment, earnings and cash flow generated by the UBM Group as reported in the Enlarged Group's accounts. Such a currency movement could have a significant adverse impact on the Enlarged Group's business, results of operations, financial condition and prospects.

For the year ended 31 December 2017, the Informa Group received approximately 65 per cent. of its revenues and incurred approximately 55 per cent. of its costs in US Dollars or US Dollar-pegged currencies. The relative movements between the exchange rates in the currencies in which costs are incurred and the currencies in which revenue is earned can significantly affect the results of those businesses. For the year ended 31 December 2017, each USD 0.01 movement in the US Dollar to pounds sterling exchange rate had approximately a £8.5 million impact on revenue for the Informa Group and a £3.5 million impact on adjusted operating profits for the Informa Group. Although the Informa Group does not enter into ordinary course derivative contracts to mitigate the risk of currency exchange rate fluctuations, the impact of fluctuations on its revenue may be partially offset by expenses it incurs in the same currency. However, there can be no assurances that any adverse impact of fluctuations in currency exchange rates on revenue will be fully offset by expenses denominated in the same currency, as profit generated in a foreign currency is not hedged into pounds sterling, although the Informa Group seeks and, following Completion, the Enlarged Group is expected to seek to maintain its borrowings under its banking facilities in similar proportions as to US Dollars and pounds sterling as it generates in EBITDA. Similarly, any adverse impact of fluctuations in currency exchanges rates on EBITDA generated may not be fully offset by interest costs on borrowings denominated in the same currency. For 31 December 2017, the Informa Group had £1,292.3 million of US Dollar borrowings that were used to hedge its borrowing covenants against movements in the US Dollar exchange rate.

1.6 The Informa Group and, following Completion, the Enlarged Group are exposed to the risks of doing business internationally

During the year ended 31 December 2017, 91 per cent. of the Informa Group's revenue was generated from customers and events located outside the United Kingdom, of which 50 per cent. was generated in the United States. Consequently, the Informa Group's and, following Completion, the Enlarged Group's business will be subject to the risks associated with doing business internationally and their business and financial results could be adversely affected due to a variety of factors, including:

• adverse changes in foreign currency exchange rates, in particular, the US Dollar, see "—Currency fluctuations may have a significant impact on the reported revenue and profit of the Informa Group and, following Completion, the Enlarged Group" above;
• changes in a specific country's or region's political and cultural climate or economic condition. For example, in June 2016 a majority of the voters in the United Kingdom elected to withdraw from the European Union in a national referendum, which has caused, and may continue to cause, market volatility and political uncertainty both nationally and internationally;
• major incidents, events, disaster or disease at an event or exhibition, see "—The Informa Group's and, following Completion, the Enlarged Group's business is exposed to the risk of a major accident, incident, event or disaster at an exhibition or event" below;
• changes to, or variances amongst, foreign laws and regulatory requirements;
• difficulty of effective enforcement of contractual provisions in local jurisdictions;
• inadequate intellectual property protection in foreign countries or variances amongst such countries; and
• the effects of applicable foreign tax regimes and potentially adverse tax consequences.

The Enlarged Group may face risks in expanding its presence in current geographic markets and penetrating new geographic markets due to established and entrenched competitors, difficulties in developing products and services that are tailored to the needs of local customers, lack of local acceptance or knowledge of the Enlarged Group's products and services, lack of recognition of its brands, and the unavailability of local companies for acquisition. The inability of the Enlarged Group to overcome any of these factors could have a material adverse effect on the business, results of operations, financial condition and prospects of the Informa Group and, following Completion, the Enlarged Group.

1.7 The Enlarged Group will have a greater presence in and exposure to developing markets, and in particular, have an expanded presence in China

The Enlarged Group will have greater presence in and exposure to developing markets (including China, ASEAN, South America and India). The increased presence of the Enlarged Group in developing markets may present different challenges to those currently faced by Informa, including:

• exposure to markets with differing levels of maturity together with new competitors. Less mature markets may have an increased risk of wage and cost inflation, volatility in currency exchange rates, declines in consumer spending and employment levels, changes in tax rates, potential tariffs, duties and other trade barriers. These developing regions also have less stability in legal systems and financial markets, are potentially more uncertain business environments than the more developed markets, and therefore present greater political, economic and operational risks including those risks relating to compliance with local and international anti-bribery, anti-corruption and tax laws;
• exposure to legislation, regulations, policies and regulators in these new markets;
• exposure to different customer expectations; and
• Informa's management having greater responsibilities due to the size of the Enlarged Group, potentially diverting management's attention from focusing solely on the current business and operations of Informa.

In particular, following Completion, the Enlarged Group will have an expanded presence in China and Hong Kong, as a large portion of UBM's revenue is derived from operations in those countries. As a result, the risks highlighted above will be particularly significant for the Enlarged Group in China. The regulatory landscape in China is evolving faster than in developed markets. Therefore, to a greater extent than for Informa's current operations, the Chinese business of the Enlarged Group may be adversely affected by the need to comply with China's continuously evolving laws and regulations, including those related to foreign exchange controls, data privacy, media content and intellectual property.

Risks associated with the Enlarged Group's China operations also include changes in economic conditions (including potential slowdowns in China's economy, wage and cost inflation, currency exchange rates, consumer spending and employment levels), changes in tax rates, potential tariffs, duties and other trade barriers and increased competitive activity. Moreover, the Enlarged Group's success in China depends on its ability to predict, identify, interpret and react to changes in customer preferences.

If the Enlarged Group cannot effectively manage exposure to these challenges, this could have a material adverse effect on the business, results of operations, financial condition and prospects of the Enlarged Group.

1.8 Changing means of exploitation, especially in the digital environment, may create uncertainty about the scope of Informa's and, following Completion, the Enlarged Group's intellectual property rights. Less well-developed laws and enforcement may make those rights more difficult to enforce in some markets. Informa and, following Completion, the Enlarged Group may also be subject to third-party claims that Informa and/or the Enlarged Group have infringed their intellectual property rights. Defending intellectual property claims may be expensive and could divert valuable company resources

A substantial amount of the Informa Group's and, following Completion, the Enlarged Group's products and services comprises intellectual property content delivered through a variety of media including journals, books and the internet. Informa and, following Completion, the Enlarged Group rely on agreements with their customers as well as copyright, trade mark, and other intellectual property laws to establish and protect Informa's and, following Completion, the Enlarged Group's proprietary rights in these products and services. However, changes in ways of exploiting content may create uncertainty about scope of protection. Despite increased international harmonisation of copyright law via international treaties, protection for data is not internationally uniform. Even in Europe where there is currently explicit sui generis protection under the database right, the nature and extent of protection for data is again under review and protection may be removed or change in future. Informa and, following Completion, the Enlarged Group face significant challenges posed by third parties (including organisations in the new media and information technology sectors) taking advantage of legal developments and legal uncertainty to obtain the ability to host Informa and, following Completion, Enlarged Group content.

Both the law and the tools for enforcement of intellectual property rights are more limited or more uncertain in some jurisdictions, including China. This, combined with the global reach of the internet, may make it more difficult to defend Informa's and, following Completion, the Enlarged Group's proprietary rights from unauthorised use. This may ultimately weaken demand for Informa's and, following Completion, the Enlarged Group's products, and negatively impact the underlying operations of Informa and, following Completion, the Enlarged Group. Informa and, following Completion, the Enlarged Group may be required to bring claims against third parties in order to protect their intellectual property rights and they may not succeed in protecting such rights. As a result, Informa's and, following Completion, the Enlarged Group's intellectual property may become available through alternative and competing channels, which could materially impact their operations.

Informa and, following Completion, the Enlarged Group may also be the subject of claims for infringement of third-party rights or party to claims to determine the scope and validity of the intellectual property rights of others which Informa and, following Completion, the Enlarged Group is alleged to be infringing. Disputes of this type are common amongst companies that utilise digital intellectual property and there can be no assurance that Informa and, following Completion, the Enlarged Group would prevail in any litigation related to infringement claims against them. Such claims, whether or not valid, could require Informa and, following Completion, the Enlarged Group to spend significant sums in litigation, pay damages, rebrand or re-engineer services and distract management attention from the business, which may have a material and adverse effect on their business, results of operations, financial condition and prospects.

1.9 Increased accessibility to free or relatively inexpensive information sources may reduce demand for the Informa Group's and, following Completion, the Enlarged Group's products or services

Over the past few years, more public sources of free or relatively inexpensive information have become more widely available, particularly through the internet, and this trend is expected to continue. For example, some governmental and regulatory agencies have increased the amount of information they make publicly available at no cost. Such public sources of free or relatively inexpensive information may potentially reduce demand for some of the Informa Group's publishing products, particularly in its Academic Publishing and Business Intelligence divisions, and consequently reduce the revenue generated from these divisions, which could have a material adverse effect on the business, results of operations, financial condition and prospects of the Informa Group and, following Completion, the Enlarged Group.

1.10 The Informa Group's and, following Completion, the Enlarged Group's business depend on their ability to attract, train and retain their senior management and highly skilled colleagues I.6.5

The successful management and operations of the Informa Group and, following Completion, the Enlarged Group depend on the contributions of their senior management and other key talent, including the colleagues that serve customers and maintain client relationships. The continuing success of the Informa Group and, following Completion, the Enlarged Group depends in part on their ability to continue to recruit, motivate and retain highly experienced and qualified colleagues.

There is often intense competition for skilled talent in the industries in which the Informa Group and the UBM Group operate. Additionally, some of the Informa Group's and, following Completion, the Enlarged Group's colleagues will receive bonus-related payments based on business performance. In times of declining profit it may be difficult for the Informa Group and, following Completion, the Enlarged Group to retain such key colleagues or to attract replacements.

A loss of one or more of the members of the Informa Group's or, following Completion, the Enlarged Group's senior management without adequate replacement could have a material adverse effect on the business, results of operations, financial condition and prospects of the Informa Group and/or the Enlarged Group. A failure to identify and retain key individuals following Completion may affect the Enlarged Group's ability to successfully integrate UBM into the Enlarged Group. There can be no assurances that the Informa Group and, following Completion, the Enlarged Group will be able to retain their senior management or other key talent or be able to attract new colleagues to support the growth of their business.

1.11 The Informa Group's and, following Completion, the Enlarged Group's business is exposed to the risk of a major accident, incident, event or disaster at an exhibition or event

The Informa Group and the UBM Group organise events that are dependent on attracting potentially large numbers of individuals on any given day. As a result, major accidents (being incidents causing multiple injuries requiring hospital treatment, or more severe harm), incidents, events or disasters, whether arising from natural causes, man-made or otherwise, have the potential to significantly disrupt operations. Circumstances that have the capacity to result in significant operational disruption to global travel, in particular air travel, or to travel into or within the jurisdiction hosting the relevant event, include natural disasters, military conflict, political unrest, change of administration, terrorist activity, industrial action and health pandemics.

In addition, events organised by the Informa Group and the UBM Group also carry operational health and safety risks, including fire safety, structural collapse of a stand, food hygiene, crowd control, security and access in an emergency. The Informa Group and the UBM Group do not normally own the venues from which they operate, and instead hire floor space on a tenancy or licence basis, and are dependent on the operators of the venues to have adequate safety policies in place which comply with all regulations in the local jurisdiction. At its most severe, non-compliance with such safety policies could result in loss of life through accidents or incidents at an exhibition or event as well as major injuries or other significant loss.

Any of the circumstances described above could damage the Informa Group's and/or the UBM Group's reputation, affect revenues and expose them to risks of loss, litigation and potential liability and/or regulatory action. While the Informa Group and, following Completion, the Enlarged Group will use insurance to cover certain of its risks and liabilities, the insurance may be inadequate to cover all of their risks or the insurers may deny coverage of material losses incurred by the Informa Group and, following Completion, the Enlarged Group, which could have a material adverse effect on the Informa Group and, following Completion, the Enlarged Group's business, results of operations, financial condition and prospects.

1.12 Over-reliance on or loss of the Informa Group's and, following Completion, the Enlarged Group's key suppliers could materially adversely affect their business, results of operations, financial condition and prospects

The Informa Group and, following Completion, the Enlarged Group have relationships with key suppliers, including suppliers of venues, which are necessary for their continued growth in certain markets. The partial or complete loss of these suppliers, or a significant adverse change in the Enlarged Group's relationship with any of these suppliers, could result in service delays, reputational damage and/or added costs that could harm the Enlarged Group's business and customer relationships to the extent that the Enlarged Group is unable to replace them in a timely fashion.

In addition, insolvency, financial difficulties or other factors may result in the Informa Group's and, following Completion, the Enlarged Group's suppliers not being able to fulfil the terms of their agreements. If a key supplier fails to deliver on key commitments, the Informa Group and, following Completion, the Enlarged Group could experience shortages of services until an alternative supplier can be found, which could lead to lost revenue, and could materially adversely affect their business, results of operations, financial condition and prospects.

1.13 Failure of Informa's and, following Completion, the Enlarged Group's information technology infrastructure could significantly disrupt their operations, which could negatively affect their reputation and result in lost revenue

Informa's and, following Completion, the Enlarged Group's businesses are increasingly dependent on the continued and uninterrupted performance of their information technology, digital platforms and distribution systems, which primarily deliver Informa's and, following Completion, the Enlarged Group's products and services. Any significant failure or interruption in the availability of these systems or the Informa Group's and, following Completion, the Enlarged Group's critical information technology infrastructure, including operational services, loss of service from third parties, sabotage, break-ins, terrorist activities, human error, natural disaster, power or coding loss and computer viruses could cause Informa's and, following Completion, the Enlarged Group's systems to operate slowly or interrupt service for periods of time. If disruptions, failures or slowdowns of the Informa Group's and, following Completion, the Enlarged Group's electronic delivery systems or the internet occur, their ability to distribute their products and services effectively and to serve their customers may be adversely affected, potentially leading to brand damage, loss of customers and/or loss of revenue, which could materially and adversely affect their business, results of operations, financial condition and prospects.

1.14 Breaches of Informa's and, following Completion, the Enlarged Group's information security systems or other unauthorised access to sensitive information could adversely affect their businesses and operations

Informa and, following Completion, the Enlarged Group have valuable information databases and, as part of their business, provide their customers with access to database information such as treatises, journals and publications as well as other data. There are people who may try to breach Informa's and, following Completion, the Enlarged Group's information security controls to compromise, or gain unauthorised access to, its databases in order to misappropriate data and/or information for potentially fraudulent purposes or to obtain a competitive advantage. As the techniques used by such persons change frequently, Informa and, following Completion, the Enlarged Group may be unable to anticipate or protect against the threat of breaches of data security or other unauthorised access. Breaches of Informa's and, following Completion, the Enlarged Group's information security controls or other unauthorised access to Informa's and, following Completion, the Enlarged Group's databases could damage Informa's and, following Completion, the Enlarged Group's reputation and expose them to risks of loss, litigation and potentially liability and/or regulatory action, as well as increase the likelihood of more extensive governmental and/or regulatory supervision of these activities in a way that could adversely affect this aspect of Informa's and, following Completion, the Enlarged Group's business, results of operations, financial condition and prospects. See "—Informa, UBM and, following Completion, the Enlarged Group may be adversely affected by enforcement of and changes in legislation and regulation affecting their businesses, such as data protection laws, and those of their customers" below.

1.15 Informa's and, following Completion, the Enlarged Group's businesses and strategy are dependent on the strength of their brands I.6.5

Informa's and, following Completion, the Enlarged Group's businesses are dependent on the success of their branded publications and events. In Informa's Academic Publishing and Business Intelligence divisions, the strength of its various brands is necessary to continue to attract high-quality contributors and maintain subscriptions. Similarly, within the Informa Group's Global Exhibitions and Knowledge & Networking divisions and the UBM Group's Events business segment, the strength of their brands is necessary to continue to attract exhibitors, speakers, delegates and sponsorship opportunities. Additionally, a critical aspect of the Informa Group's strategy within its Global Exhibitions division is to develop major industry events of a 'must-attend' nature within each of its major industry verticals and to extend established events into new markets, each of which is heavily dependent on the strength of the Informa Group's branded events.

In addition, Informa's and, following Completion, the Enlarged Group's success and ability to compete are dependent, in part, upon Informa's and, following Completion, the Enlarged Group's ability to maintain and protect the proprietary nature of their brands. The inability or failure to adequately protect their intellectual property rights could allow Informa's and, following Completion, the Enlarged Group's competitors and others to produce branded publications and events based on Informa's and, following Completion, the Enlarged Group's brands, which could substantially impair Informa's and, following Completion, the Enlarged Group's operating performance and their ability to compete. See "—Changing means of exploitation, especially in the digital environment, may create uncertainty about the scope of Informa's and, following Completion, the Enlarged Group's intellectual property rights. Less well-developed laws and enforcement may make those rights more difficult to enforce in some markets. Informa and, following Completion, the Enlarged Group may also be subject to third-party claims that Informa and/or the Enlarged Group have infringed their intellectual property rights. Defending intellectual property claims may be expensive and could divert valuable company resources" above for more information.

1.16 Informa, UBM and, following Completion, the Enlarged Group may be adversely affected by enforcement of and changes in legislation and regulation affecting their businesses, such as data protection laws, and those of their customers

Informa, UBM and, following Completion, the Enlarged Group, as well as their customers, are required to comply with various laws, regulations, administrative actions and policies which relate to, amongst other things, copyright, direct mailing, data protection, data privacy and data security. Compliance with these laws and regulations may impose significant compliance costs and restrictions on Informa, UBM and, following Completion, the Enlarged Group. If Informa, UBM and, following Completion, the Enlarged Group fail to comply with these laws and regulations, Informa, UBM and, following Completion, the Enlarged Group may have to pay penalties or private damages awards. In addition, such regulations often provide broad discretion to the administering authorities and changes in existing laws or regulations, or in their interpretation or enforcement, could require Informa, UBM and, following Completion, the Enlarged Group to incur additional costs in complying with those laws, or require changes to their strategy, operations or accounting and reporting systems, leading to additional costs or loss of revenue.

In particular, laws and regulations relating to communications, data protection, e-commerce, direct marketing and digital advertising have become more prevalent and complex in recent years. Existing and proposed legislation and regulations, including changes in the manner in which such legislation and regulations are interpreted by courts, in the United States, the European Union, the United Kingdom (including the General Data Protection Regulation (Regulation (EU) 2016/679) ("GDPR"), described below) and other jurisdictions may impose limits on the Enlarged Group's collection and use of certain kinds of information and its ability to communicate such information effectively to its customers. It is difficult to predict in what form laws and regulations will be adopted or how they will be construed by the relevant courts, or the extent to which any changes might adversely affect Informa, UBM and, following Completion, the Enlarged Group.

The GDPR will apply in the United Kingdom from 25 May 2018 and will increase the obligations and responsibilities of both data processors and data controllers, of which Informa is both. There is a risk that Informa and, following Completion, the Enlarged Group may not be able to implement in whole or in part the full requirements of GDPR which may lead to the potential for regulatory censure and/or fines.

The need to comply with data protection legislation is a significant control, operational and reputational risk which can affect Informa, UBM and, following Completion, the Enlarged Group in a number of ways, including making it more difficult to grow and maintain marketing data and also through potential litigation relating to the alleged misuse of personal data. In some cases, Informa, UBM and, following Completion, the Enlarged Group may rely on third-party contractors and employees to maintain their databases and seek to ensure that procedures are in place to comply with the relevant data protection regulations. Informa, UBM and, following Completion, the Enlarged Group can provide no assurances that third-party contractors will abide by the contractual terms. Informa, UBM and, following Completion, the Enlarged Group are exposed to the risk that their data could be wrongfully appropriated, lost or disclosed, or processed in breach of data protection regulation, by or on behalf of Informa, UBM and, following Completion, the Enlarged Group. If Informa, UBM and, following Completion, the Enlarged Group or any third-party service providers on which they may rely fail to transmit customer information in a secure manner, or if any such loss of personal customer data were otherwise to occur, Informa, UBM and, following Completion, the Enlarged Group could face liability under data protection laws and/or suffer reputational damage from the resulting lost goodwill of individuals such as customers or employees, as well as deterring new customers, and could potentially have an adverse effect on their business, results of operations, financial condition and prospects.

1.17 Changes in tax laws or their application or interpretation may adversely impact the Informa Group and, following Completion, the Enlarged Group

The Informa Group operates in and, following Completion, the Enlarged Group is expected to continue to operate in a large number of countries. Accordingly, their earnings are subject to tax in many jurisdictions. Should changes be made to taxation legislation in the countries in which the Enlarged Group will operate such changes could limit the benefit of deferred tax assets for the Enlarged Group, or otherwise increase levels of taxation on profits. Relevant authorities may amend the substance or interpretation of tax laws that apply to the Informa Group's and, following Completion, the Enlarged Group's businesses, in a manner that is adverse to the Informa Group and, following Completion, the Enlarged Group. There can therefore be no assurance that the various levels of taxation to which the Informa Group and, following Completion, the Enlarged Group are subject will not be increased or changed in a manner that is adverse to the Informa Group and, following Completion, the Enlarged Group.

In addition, if any Informa Group and, following Completion, Enlarged Group company is found to be, or to have been, tax resident in any jurisdiction other than those in which the Informa Group and, following Completion, the Enlarged Group are currently deemed to be tax resident or to have a permanent establishment in any such jurisdiction (whether on the basis of existing law or the current application and interpretation of any tax authority or by reason of a change in law or application or interpretation), then that may have a material adverse effect on the amount of tax payable by the Informa Group and, following Completion, the Enlarged Group, which would materially affect their business, results of operations, financial condition and prospects.

1.18 Informa and, following Completion, the Enlarged Group are exposed to risks from legal and similar proceedings which could adversely affect their business, results of operations, financial condition and prospects

Informa and, following Completion, the Enlarged Group operate globally and their businesses are subject to litigation risks that expose them to liability under the laws in the various jurisdictions in which they operate. Laws and regulations are constantly changing and Informa and, following Completion, the Enlarged Group are therefore also exposed to the risk of unfavourable changes in applicable law and its interpretation in the jurisdictions in which Informa and, following Completion, the Enlarged Group operate. These risks include, amongst others, disputes over trade terms with customers and/or suppliers, customer losses resulting from information technology systems delay or failure, and violations of data protection and privacy laws. Informa and, following Completion, the Enlarged Group may also be subject to regulatory investigation and enforcement actions, which in turn could trigger civil litigation. Any such disputes or legal proceedings, whether with or without merit, could be expensive and time-consuming, could divert the attention of the Enlarged Group's senior management and, if resolved adversely to the Enlarged Group, could harm its reputation and increase its costs, all of which could result in a material adverse effect on the business, results of operations, financial condition and prospects of the Enlarged Group. There can be no assurance as to what the ultimate outcome of any particular dispute or legal proceeding will be.

2. RISKS RELATING TO THE OFFER

2.1 Completion is subject to conditions which may not be satisfied

Completion of the Offer is conditional upon, amongst other things: obtaining the relevant regulatory clearances from regulators; the approval of the Scheme by a majority in number of the Scheme Shareholders present and voting, either in person or by proxy, at the Court Meeting representing not less than three fourths of the Scheme Shares voted by such Scheme Shareholders; all resolutions necessary to approve and implement the Scheme and to approve certain related matters being duly passed by the requisite majority or majorities at the UBM General Meeting or at any adjournment of that meeting; all resolutions necessary to approve and implement the Offer being duly passed by the requisite majority or majorities at the Informa General Meeting or at any adjournment of that meeting; and the sanction of the Scheme with or without modification (but subject to any such modification being acceptable to Informa and UBM) by the Court.

Although the Informa Directors believe that the Conditions will be satisfied in accordance with the expected timetable, it is possible that there may be delays or that the Conditions may not be satisfied. In particular, the Informa Directors believe that clearances should be forthcoming, but it is possible that the parties may not obtain these clearances, or that they may not be obtainable within a timescale acceptable to the parties, or that they may only be obtained subject to certain conditions or undertakings which may not be acceptable to the parties. In the event that any required clearance is not obtained on terms reasonably satisfactory to Informa or if any other condition is not fulfilled or waived, the Offer may not be completed. Further, it is possible that regulators may attach conditions to their approval of the Offer, which might delay or prevent the realisation of certain synergies identified by the parties or otherwise impact the Enlarged Group's strategy and operations. If this were to happen it is possible that the businesses, results of operations, financial condition and/or prospects of the Informa Group, the UBM Group and/or, following Completion, the Enlarged Group may be materially adversely affected.

2.2 The Enlarged Group may not be able to fully realise the benefits of the Offer

Achieving the advantages of the Offer will depend partly on the efficient management and coordination of the activities of the Informa Group and the UBM Group. Informa and UBM have similar recent histories, having been through a period of change, reorganisation and investment, and the Informa Directors believe there is a strong operational and cultural fit between the two businesses, but each functions independently today with geographically dispersed operations.

The Informa Group has a strong track record of value-enhancing acquisitions, having acquired a number of businesses of scale in recent years, including Hanley Wood Exhibitions, Virgo Publishing and Penton. However, integrating the UBM Group may divert management's attention from the operation in the ordinary course of the Informa Group business, raise unexpected issues and/or may take longer or prove more costly than anticipated.

There is a risk that synergies from the Offer and benefits of increased operating scale and industry specialisation, may fail to materialise, or that they may be materially lower than have been estimated. In addition, the costs of funding the process necessary to achieve these synergies may exceed expectations. There is also a risk that the expected effective tax rate and other tax benefits for the Enlarged Group may not be realised. Further details of the expected synergy benefits can be seen in Part I (Information on the Offer) of this document. Such eventualities may have a material adverse effect on the financial position of the Enlarged Group.

The Offer and any uncertainty regarding the effect of the Offer could cause disruptions to the businesses of the Enlarged Group. These uncertainties may materially and adversely affect the Enlarged Group's business and its operations and could cause customers, distributors, other business partners and other parties that have business relationships with the Enlarged Group to defer the consummation of other transactions or other decisions concerning the Enlarged Group's business, or to seek to change existing business relationships with the Enlarged Group. Any such issues may adversely affect the financial position of the Enlarged Group, and ultimately the trading price of the Informa Shares.

If the results and cash flows generated by the combination of the operations of UBM with those of the Informa Group are not in line with the Informa Directors' expectations, a write-down may be required in connection with the Offer. Such a write-down may reduce the Enlarged Group's ability to generate distributable reserves and consequently may affect the Enlarged Group's ability to pay dividends. Furthermore, such results and cash flows could have a material adverse effect on the post-Completion leverage profile of the Enlarged Group.

2.3 Anticipated synergies from the Offer may not materialise and management distraction or insufficient management capacity as a result of the Offer could have an adverse effect on the business of the Enlarged Group

The Informa Group expects, upon Completion, to achieve certain synergies discussed elsewhere in this document relating to the acquisition of the UBM Group's businesses. However, the Informa Group may not realise any or all of the synergies relating to the Offer that it currently anticipates. In addition, the synergies may be offset by deterioration in the markets in which the Informa Group operates and/or increases in other expenses or problems in the Informa Group's or UBM Group's business unrelated to the Offer. As a result, the amount of synergies that the Informa Group will actually realise and/or the timing of such realisation may differ significantly from those currently estimated and the Informa Group may incur significant costs in realising the Offer and in reaching the estimated synergies.

In addition, the Informa Group will be required to devote significant management attention and resources to integrating the UBM Group's business practices and operations.

2.4 The integration of UBM and the success of the Enlarged Group will depend on the ability of the Enlarged Group to attract, retain and motivate key talent

The Enlarged Group will draw on the collective array of talent and experience in both companies to lead the business, and will seek to bring together some of the most talented and experienced colleagues in their respective B2B markets. Informa, UBM and, following Completion, the Enlarged Group must continue to attract, retain and motivate key talent in order to succeed and safeguard their performance, operations and future growth. The future success of the Enlarged Group will, in part, be dependent upon the successful integration, retention and motivation of key members of Informa's and UBM's management and colleague base. A failure to identify and retain key individuals following Completion may affect the Enlarged Group's ability to successfully integrate UBM into the Enlarged Group.

3. RISKS RELATING TO THE INFORMA SHARES

3.1 The market value of listed securities may fluctuate and may not reflect the underlying asset value of the Informa Group or, following Completion, the Enlarged Group

Prospective investors should be aware that the value of an investment in Informa may go down as well as up. The market value of the Informa Shares could be subject to significant fluctuations and may not always reflect the underlying asset value. A number of factors outside the control of the Informa Group and, following Completion, the Enlarged Group may impact on its performance and the price of the Informa Shares. Such factors include but are not limited to:

• changes in the performance of the global exhibitions, academic publishing, business intelligence and knowledge & networking industries as a whole and of the Informa Group's (and, following Completion, the Enlarged Group's) competitors;
• changes to the taxation and/or regulatory environment in which the Informa Group (and, following Completion, the Enlarged Group) operates;
• the entrance of new competitors and their positions in the market;
• announcements by Informa of its financial results;
• announcements by Informa of significant corporate events or transactions;
• involvement of the Informa Group and, following Completion, the Enlarged Group in litigation;
• future issues or sales of shares; and
• fluctuations in stock market prices and volumes, and general market volatility.

The market price of the Informa Shares may be adversely affected by any of the preceding or other factors regardless of the Informa Group's and, following Completion, the Enlarged Group's actual results of operations and financial condition. Moreover, the financial results and prospects of the Informa Group and following Completion the Enlarged Group may be below the expectations of market analysts and investors from time to time. Any of these events could result in a decline in the market price of the Informa Shares.

3.2 The market price of Informa Shares post-Offer may go down

Informa Shareholders should be aware that the value of an investment in the Enlarged Group may go down and can be highly volatile. The price at which the Informa Shares may be quoted and the price which investors may realise for their Informa Shares will be influenced by a large number of factors, some specific to the Enlarged Group and its operations and some which may affect the industry as a whole, other comparable companies or publicly traded companies as a whole. The sentiments of the stock market regarding the Offer will be one such factor and this, together with other factors including the actual or anticipated fluctuations in the financial performance of the Enlarged Group and its competitors, market fluctuations, and legislative or regulatory changes, could lead to the market price of the Informa Shares going down.

3.3 Any future Informa Share issues and sales of Informa Shares by major Informa Shareholders may further dilute the holdings of current Informa Shareholders and may also have an adverse effect on the market price of the Informa Shares

Other than pursuant to this issue of New Informa Shares, the Informa Group has no current plans for a subsequent issuance of Informa Shares. However, it is possible that the Informa Group may decide to offer additional Informa Shares in the future. If Informa Shareholders did not take up any such offer of Informa Shares or were not eligible to participate in such offering, their proportionate ownership and voting interests in Informa would be reduced. An additional offering or a significant sale of Informa Shares by any of the Informa Group's major Informa Shareholders could have an adverse effect on the market price of the outstanding Informa Shares.

3.4 The Informa Group's ability to continue to pay dividends on the Informa Shares will depend on the availability of distributable reserves

The level of any dividend paid in respect of the Informa Shares is within the discretion of the Informa Board and is subject to a number of factors, including the business and financial condition of, earnings and cash flows of, and other factors affecting, the Informa Group (and, following Completion, the Enlarged Group), as well as the availability of funds from which dividends can be legally paid. The level of any dividend in respect of the Informa Shares is also subject to the extent to which Informa receives funds, directly or indirectly, from its operating subsidiaries and divisions (which, following Completion, will include members of the UBM Group) in a manner which creates funds from which dividends can be legally paid. The ability of its subsidiaries to pay dividends to Informa and its ability to receive distributions from its investments in other entities are subject to applicable local laws and regulatory requirements and other restrictions. These laws and restrictions could limit the payment of dividends and distributions to Informa by its subsidiaries, which could in the future restrict Informa's ability to fund its operations or to pay a dividend to its shareholders. Any reduction in dividends paid on Informa Shares from those historically paid, or the failure to pay dividends in any financial year, could adversely affect the market price of Informa Shares.

3.5 Exchange rate fluctuations may impact the price of Informa Shares or the value of any dividends paid

The Informa Shares, and any dividends to be announced in respect of such shares, will be quoted in pounds sterling. An investment in Informa Shares by an investor in a jurisdiction whose principal currency is not pounds sterling exposes the investor to foreign currency rate risk. Any depreciation of sterling in relation to such foreign currency will reduce the value of the investment in the Informa Shares in foreign currency terms and may adversely impact the value of any dividends.

3.6 The Admission may not occur when expected

Application for the Admission is subject to the approval (subject to satisfaction of any conditions to which such approval is expressed to be subject) of the UK Listing Authority and will become effective as soon as a dealing notice has been issued by the UK Listing Authority and the London Stock Exchange has acknowledged that the New Informa Shares will be admitted to trading. There can be no guarantee that any conditions to which Admission is subject will be met or that the UK Listing Authority will issue a dealing notice. See "Expected Timetable of Principal Events" in this document for further information on the expected timetable for these events.

3.7 US withholding tax could apply to a portion of certain payments on the New Informa Shares

The United States has enacted rules, commonly referred to as "FATCA", that generally impose a new reporting and withholding regime with respect to certain US source payments (including dividends and interest) and gross proceeds from the disposition (on or after 1 January 2019) of property that can produce US source dividends and interest and certain payments made by entities that are classified as financial institutions under FATCA. Informa does not expect that withholding under FATCA, as currently drafted, will apply to payments on the New Informa Shares. However, certain aspects of whether or how FATCA will apply to non-US issuers like Informa remain unclear, and no assurance can be given that withholding under FATCA will not become relevant with respect to payments on the New Informa Shares in the future. Prospective investors should consult their own tax advisers regarding the potential impact of FATCA on an investment in the New Informa Shares.

3.8 Holders of Informa Shares outside the United Kingdom may not be able to participate in future equity offerings

English law provides for pre-emptive rights generally to be granted to the Informa Shareholders, unless such rights are disapplied by shareholder resolution. However, securities laws of certain jurisdictions may restrict Informa's ability to allow participation by certain Overseas Informa Shareholders in any future issue of Informa Shares. In particular, and subject to certain exceptions, Informa Shareholders who are located in the United States may not be able to exercise their rights on a future issue of Informa Shares, unless a registration statement under the US Securities Act is effective with respect to the Informa Shares or an exemption from the registration requirements is available thereunder. The Informa Group has no current intention to file any such registration statement, and cannot assure prospective investors that any exemption from the registration requirements would be available to enable US or other Overseas Informa Shareholders to exercise such pre-emption rights or, if available, that it will utilise any such exemption.

Informa Shareholders who have a registered address in or who are resident in countries other than the United Kingdom should consult their professional advisers as to whether they require any governmental or other consents, or need to observe any other formalities to enable them to acquire New Informa Shares. Any Informa Shareholder who is not entitled to participate in any future issue of Informa Shares carried out by the Company will suffer dilution, as described above.

3.9 The ability of Overseas Informa Shareholders to bring actions or enforce judgments against the Enlarged Group or its directors or officers may be limited

The ability of an Overseas Informa Shareholder to bring an action against the Enlarged Group may be limited under law. Informa is a public limited company incorporated in England and Wales. The rights of Informa Shareholders are governed by English law and the Articles. In particular, English law significantly limits the circumstances under which shareholders of English companies may bring derivative actions. Under English law, in most cases, only the Company can be the proper claimant for purposes of maintaining proceedings in respect of wrongful acts committed against it. Neither an individual shareholder nor any group of shareholders has any right of action in such circumstances. In addition, English law does not afford appraisal rights to dissenting shareholders. An Overseas Informa Shareholder may not be able to enforce a judgment against some or all of the Informa Directors and/or senior managers. Following the completion of the Offer, the majority of the Informa Directors and the executive management team will continue to be residents of the United Kingdom. Consequently, it may not be possible for an Overseas Informa Shareholder to effect service of process upon the Informa Directors and/or the senior managers within the Overseas Informa Shareholder's country of residence or to enforce against the Informa Directors and/or the senior managers judgments of courts of the Overseas Informa Shareholder's country of residence based on civil liabilities under that country's securities laws. Overseas Informa Shareholders may not be able to enforce any judgments in civil and commercial matters or any judgments under the securities laws of countries other than the United Kingdom against the Informa Directors and/or the senior managers who are residents of the United Kingdom or countries other than those in which judgment is made. In addition, English or other courts may not impose civil liability on the Informa Directors and/or the senior managers in any original action based solely on foreign securities laws brought against the Informa Group, the Enlarged Group or the Informa Directors and/or the senior managers in a court of competent jurisdiction in England or other countries.

3.10 UBM Shareholders will bear differing levels of market price risk and exchange rate risk depending on the mixture of cash and New Informa Shares they receive.

For each UBM Share, UBM Shareholders will be entitled to receive 163 pence in cash and 1.083 New Informa Shares. However, UBM Shareholders will have the ability to elect to receive varying proportions of cash and New Informa Shares through the Mix and Match Facility, subject to offsetting elections. Any fluctuation in the market price of Informa Shares may increase or decrease the cash value of the New Informa Shares received. To the extent that the principal currency of the UBM Shareholder's jurisdiction is not sterling, any depreciation of sterling in relation to their local currency will adversely affect the value of the cash consideration that they receive in their local currency's terms.

Depending on the outcome of the mix and match elections the relative exposure to market price and exchange rate risk will vary.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The dates and times set out in this expected timetable of principal events and mentioned throughout this document are indicative only and are based on Informa's current expectations and may be subject to change (including as a result of changes to the regulatory timetable and/or the process for implementation of the Offer) and/or adjusted by Informa, in which event details of the new times and dates will be notified to the FCA, the London Stock Exchange and, where appropriate, Informa Shareholders through a Regulatory Information Service.

References to a time of day are to London time.

Event –––––––––––––––––––––––––––––––––––––––––––––––––––––––––––	Time and Date ––––––––––––––––––––––––
Publication of this document, the Circular and the Scheme Document	14 March 2018
Latest time and date for receipt of forms of proxy for the Informa General Meeting	10.30 a.m. on 13 April 2018
Latest time and date for receipt of forms of proxy for the Court Meeting	11.00 a.m. on 15 April 2018
Latest time and date for receipt of forms of proxy for the UBM General Meeting	11.15 a.m. on 15 April 2018
Voting record time for the Informa General Meeting	6.30 p.m. 15 April 2018
Voting record time for the UBM General Meeting	6.30 p.m. 15 April 2018
Informa General Meeting	10.30 a.m. on 17 April 2018
Court Meeting	11.00 a.m. on 17 April 2018
UBM General Meeting	11.15 a.m. on 17 April 2018(1)
Court Hearing	A date expected to be in the second quarter of 2018 subject to regulatory clearance ("D")*
Last day of dealings in, for registration of transfers of, and disablement in CREST of, UBM Shares	D*
Suspension of trading in UBM Shares	5.00 p.m. on D*
Election Return Time (being the latest time for receipt of Form of Election or Electronic Elections from CREST holders)	6.00 p.m. on D*
Scheme Record Time	6.00 p.m. on D*
Effective Date	D+1*
New Informa Shares issued to UBM Shareholders	By 8.00 a.m. on D+2*
Admission and commencement of dealings in the New Informa Shares on the London Stock Exchange	By 8.00 a.m. on D+2*
Cancellation of listing of UBM	By 8.00 a.m. on D+2*
CREST accounts of UBM Shareholders credited with New Informa Shares	On or soon after 8.00 a.m. on D+2* but not later than within 14 days of the Effective Date

Event	Time and Date
–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––	––––––––––––––––––––––––
CREST accounts credited with any cash due under the Scheme and in	Within 14 days of the
relation to fractional entitlements	Effective Date
Despatch of share certificates for New Informa Shares and cheques for	Within 14 days of the
the cash due under the Scheme and in relation to fractional entitlements	Effective Date
Long Stop Date	31 December 2018(2)

⁽¹⁾ To commence at the time fixed or, if later, immediately after the conclusion or adjournment of the Court Meeting.

⁽²⁾ This is the latest date by which the Scheme may become effective. However, the Long Stop Date may be extended to such later date as may be agreed in writing by Informa and UBM (with the Panel's consent and as the Court may approve (if required)).

^(*) All dates by reference to "D+1" and "D+2" will be to the Business Day falling immediately after the date indicated.

SHARE CAPITAL STATISTICS

Offer

Number of Existing Informa Shares in issue as at the Last Practicable Date	824,005,051
Number of New Informa Shares to be issued pursuant to the Offer	up to 432,082,512(1)
Number of Informa Shares in issue immediately following the Admission	up to 1,256,087,563(1)
New Informa Shares as a percentage of the share capital of the Enlarged Group in issue immediately following the Admission	34.4 per cent.(1)(2)

⁽¹⁾ On the assumption that no further Informa Shares are issued as a result of the vesting of any awards/exercise of any options under the Employee Share Plans between the posting of this document and the issue of New Informa Shares.

⁽²⁾ Based on the number of Informa Shares and UBM Shares in issue as at 12 March 2018 (being the Last Practicable Date) and that 432,082,512 New Informa Shares are issued in connection with the Offer.

DIRECTORS, PROPOSED DIRECTORS, COMPANY SECRETARY, REGISTERED OFFICE AND ADVISERS

Directors	Derek Mapp (Non-Executive Chairman) Stephen A. Carter CBE (Chief Executive) Gareth Wright (Group Finance Director) Gareth Bullock (Senior Independent Non-Executive Director) Helen Owers (Non-Executive Director) Cindy Rose (Non-Executive Director) Stephen Davidson (Non-Executive Director) David Flaschen (Non-Executive Director) John Rishton (Non-Executive Director)
	all of
	5 Howick Place London SW1P 1WG United Kingdom
Proposed Directors	Greg Lock (Deputy Chairman) Mary McDowell (Non-Executive Director) David Wei (Non-Executive Director)
Company Secretary	Rupert Hopley
Registered Office and telephone number	5 Howick Place London SW1P 1WG United Kingdom Telephone 020 7017 5000
Sponsor, Corporate Broker and Financial Adviser	Barclays Bank PLC, acting through its Investment Bank 5 The North Colonnade Canary Wharf London E14 4BB United Kingdom
Lead Financial Adviser	Centerview Partners UK LLP 100 Pall Mall 3rd Floor London SW1Y 5NQ United Kingdom
Corporate Broker and Financial Adviser	Merrill Lynch International 2 King Edward Street London EC1A 1HQ United Kingdom
Financial Adviser to the Informa Board	Rothschild New Court St Swithin's Lane London EC4N 8AL United Kingdom
Legal Advisers to the Company as to English law	Clifford Chance LLP 10 Upper Bank Street London E14 5JJ United Kingdom

Mourant Ozannes 22 Grenville Street St Helier Jersey JE4 8PX Channel Islands Freshfields Bruckhaus Deringer LLP 65 Fleet Street London EC4Y 1HT United Kingdom Deloitte LLP 2 New Street Square London EC4A 3BZ United Kingdom Registrars Computershare Investor Services PLC The Pavilions Bridgwater Road Bristol BS99 6ZZ United Kingdom Legal Advisers to the Company as to Jersey law Legal Advisers to the Sponsor as to English law Auditors to the Company and Reporting Accountants

FORWARD-LOOKING STATEMENTS

This document contains forward-looking statements. These forward-looking statements are subject to a number of known and unknown risks and uncertainties, many of which are beyond the Company's control and all of which are based on the Informa Directors' and the Proposed Directors' current intentions, beliefs and expectations with respect to financial performance, business strategy, prospectus, growth, dividend policy, plans and objectives of management for future operations (including development plans relating to the Informa Group's and, following Completion, the Enlarged Group's products and services). These statements include forward-looking statements both with respect to the Informa Group and, following Completion, the Enlarged Group, and the sectors and industries in which the Informa Group and, following Completion, the Enlarged Group operates. Forward-looking statements are sometimes identified by the use of forward-looking terminology such as "aims", "anticipates", "believes", "continue", "could", "estimates", "expects", "goals", "intends", "may", "plans", "probably", "projects", "risks", "seek", "should", "targets", "will", or "would", or the negative thereof, other variations thereon or comparable terminology.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. The Company's actual performance, results of operations, financial condition, distributions to Informa Shareholders and the development of its strategies may differ materially from the impression created by the forward-looking statements contained in this document. In addition, even if the Company's actual performance, results of operations, financial condition, distributions to Informa Shareholders and the development of its strategies are consistent with the forward-looking statements contained in this document, those results or developments may not be indicative of results or developments in subsequent periods.

All forward-looking statements address matters that involve risks and uncertainties. Accordingly, there are or will be important factors that could cause the Informa Group's actual results to differ materially from those indicated in these statements. These factors include, but are not limited to, those described in the part of this document entitled "Risk Factors", which should be read in conjunction with the other cautionary statements that are included in this document. Any forward-looking statements in this document reflect the Informa Group's current views with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to the Informa Group's business, results of operations, growth strategy and liquidity. For the avoidance of doubt, nothing in this paragraph qualifies the working capital statement set out in paragraph 14 of Part XI (Additional Information).

These forward-looking statements speak only as of the date of this document. Subject to any obligations under the Prospectus Rules, the Disclosure Guidance and Transparency Rules or the Listing Rules or as otherwise required by applicable law and regulations, the Company undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. All subsequent written and oral forward-looking statements attributable to the Informa Group or individuals acting on behalf of the Informa Group are expressly qualified in their entirety by this paragraph.

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

Financial information

The financial information in this document relating to the Informa Group and the UBM Group has been prepared in accordance with International Financial Reporting Standards as adopted by the European Union ("IFRS"). The significant IFRS accounting policies applied in the financial information of the Informa Group and the UBM Group are applied consistently in the financial information in this document except as set out below.

Unless otherwise stated:

• (a) financial information relating to the Informa Group has been extracted without material adjustment from the financial information set out in Part VI (Historical Financial Information Relating to the Informa Group) of this document, which includes the following:
• (i) the audited consolidated financial statements for the Informa Group prepared in accordance with IFRS as at and for the year ended 31 December 2015;
• (ii) the audited consolidated financial statements for the Informa Group prepared in accordance with IFRS as at and for the year ended 31 December 2016;
• (iii) the audited consolidated financial statements for the Informa Group prepared in accordance with IFRS as at and for the year ended 31 December 2017,

all of which are incorporated by reference into this document; and

(b) financial information relating to the UBM Group, unless otherwise stated, has been extracted without material adjustment from the financial information set out in Part VIII (Historical Financial Information Relating to the UBM Group) of this document.

All prices quoted for the Informa Shares are closing prices as provided by the London Stock Exchange. All London Stock Exchange-quoted share prices are expressed in pounds sterling.

Extraction of financial information as at and for the years ended 31 December 2015, 2016 and 2017

As explained in the Informa Group consolidated financial statements set out in Part VI (Historical Financial Information Relating to the Informa Group), certain accounting restatements have been included in the Informa Group consolidated financial statements as at and for the years ended 31 December 2015 (the "Informa 2015 Annual Report and Accounts"), 2016 (the "Informa 2016 Annual Report and Accounts") and 2017 (the "Informa 2017 Financial Statements") including the following:

• As presented in note 4 to the Informa 2016 Annual Report and Accounts there has been a restatement of the previously reported results for the year ended 31 December 2015 included within the Informa 2015 Annual Report and Accounts. This restatement is for the finalisation of provisional amounts recognised in respect of the fair value of assets acquired and liabilities assumed in relation to the Ashgate Publishing Limited acquisition that completed on 16 July 2015. Therefore, the balance sheet as at 31 December 2015 included in the key financial information summary section B.7 has been extracted from this restated comparative financial information as at and for the year ended 31 December 2016 included within the Informa 2016 Annual Report and Accounts.
• As presented in the Informa 2017 Financial Statements there has been a restatement of the previously reported results for the year ended 31 December 2016 included within the Informa 2016 Annual Report and Accounts. This restatement is for the finalisation of provisional amounts recognised in respect of the fair value of assets acquired and liabilities assumed in relation to the Penton Information Services acquisition that completed on 2 November 2016 and the finalisation of fair values related to the Light Reading LLC acquisition that completed on 13 July 2016. As a consequence, the financial information within the Informa 2016 Annual Report and Accounts has been extracted from the comparative information included within the Informa 2017 Financial Statements.

As explained further in note 6.1 of paragraph 7 in Part VII (Historical Financial Information Relating to the UBM Group), the comparative information in the consolidated statement of financial position for the UBM Group for the year ended 31 December 2016 has been restated for acquisition accounting adjustments in relation to the Allworld Exhibitions acquisition in accordance with IFRS 3 'Business Combinations' (2008). The impact of the restatement of the 31 December 2016 values is to increase intangible assets, property plant and equipment, provisions and deferred tax liability by £23.0 million, £0.2 million, £0.5 million and £2.4 million respectively with a corresponding decrease in goodwill, trade and other receivables, deferred tax asset, trade and other payables and current tax liability of £20.9 million, £0.8 million, £0.4 million, £0.8 million and £1.0 million respectively.

Non-IFRS financial measures

This document contains certain financial measures that are not defined or recognised under IFRS, including adjusted operating profit, underlying revenue growth and free cash flow. There are no generally accepted principles governing the calculation of these measures and the criteria upon which these measures are based can vary from company to company. These measures, by themselves, do not provide a sufficient basis to compare the Company's performance with that of other companies and should not be considered in isolation or as a substitute for operating profit or any other measure as an indicator of operating performance, or as an alternative to net cash inflow from operating activities as a measure of liquidity and you should not consider such items as an alternative to the historical financial results or other indicators of the Informa Group's or the UBM Group's performance defined under IFRS. Even though the non-IFRS earnings measures are used by management to assess ongoing operating performance and these types of measures are commonly used by investors, they have important limitations as analytical tools, and you should not consider them in isolation or as substitutes for analysis of the results of the Informa Group or the UBM Group as reported under IFRS.

Adjusted Operating Profit of Informa

Adjusted operating profit is calculated as operating profit, after adding back certain items, including those items which are commonly excluded across the Media sector. The following items have been added back to operating profit to arrive at adjusted operating profit:

• amortisation of intangibles recognised upon business combinations or the acquisition of trade and assets as the Informa Group does not see these charges as integral to underlying trading;
• impairment of goodwill, intangible assets and loan receivables;
• restructuring and reorganisation costs, which are the costs incurred by the Informa Group in reorganising and integrating acquired businesses, vacant property costs, and business restructuring in response to changes in market conditions and closure of businesses;
• acquisition and integration costs; and
• subsequent remeasurement of contingent consideration.

Adjusted Earnings of Informa

Adjusted earnings is defined as the statutory profits of the Informa Group, after tax, from continuing and discontinued operations adjusted to exclude those items excluded from adjusted operating profit and, in addition, excluding the profit or loss on disposal of subsidiaries or operations and other non-recurring items below operating profit which are commonly excluded across the Media sector.

Adjusted results are prepared by Informa in addition to statutory results to provide a more comparable indication of the Informa Group's underlying business performance compared with prior years and are in line with similar adjusted measures used by Informa's peer companies, facilitating comparison to such peers. However, adjusted operating profit and adjusted earnings are "non-GAAP" measures and therefore may not be directly comparable with similarly titled measures used by other companies.

Adjusted Operating Profit of UBM

Adjusted operating profit is calculated by the UBM Group as IFRS operating profit excluding amortisation of intangible assets arising on acquisitions, exceptional items and share of tax on results of joint ventures and associates. This measure provides insight into ongoing profit generation, both individually and relative to other companies.

Market, Economic and Industry Data

Market, economic and industry data used throughout this document are derived from various industry and other independent sources. Where third-party information has been used in this document, Informa confirms that such information has been accurately reproduced and, so far as they are aware and have been able to ascertain from information published by third parties, no facts have been omitted which would render the reproduced information inaccurate or misleading.

Currency Presentation

Unless otherwise indicated, all references in this document to "pounds", "pounds sterling", "£", "pence" or "p" are to the lawful currency of the United Kingdom, all references to "\$", "US\$", "USD" or "US Dollar(s)" are to the lawful currency of the United States, all references to "HKD" are to the lawful currency of Hong Kong, all references to "€" or "euros" are to the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty establishing the European Community, as amended.

The average exchange rates of the Informa Group's main trading currencies, other than pounds sterling, are shown relative to pounds sterling below. The rates below may differ from the actual rates used in the preparation of the financial statements and other financial information that appears elsewhere in this document. The inclusion of these exchange rates is for illustrative purposes only and does not mean that the pounds sterling amounts actually represent such US Dollar or euro amounts or that such pounds sterling amounts could have been converted into US Dollars or euro at any particular rate, if at all.

		US Dollar ––––––––––––––––––––––––––––––––––––––––––––––––––––––
Year –––––––––––––––––––––––––––––––––––––––––––––––––––––––––– –––––––––––	Period End	Average –––––––––––	High –––––––––––	Low –––––––––––
2013	1.6566	1.5650	1.6566	1.4858
2014	1.5581	1.6475	1.7165	1.5515
2015	1.4734	1.5284	1.5883	1.4632
2016	1.2340	1.3558	1.4810	1.2158
2017	1.3513	1.2884	1.3594	1.2068
		Euro
		––––––––––––––––––––––––––––––––––––––––––––––––––––––
Year	Period End	Average	High	Low
–––––––––––––––––––––––––––––––––––––––––––––––––––––––––– ––––––––––– 2013	1.2014	––––––––––– 1.1781	––––––––––– 1.2325	––––––––––– 1.1432
2014	1.2877	1.2408	1.2877	1.1911
2015	1.3560	1.3772	1.4416	1.2726
2016	1.1731	1.2247	1.3644	1.0983

Average rate against pounds sterling

Rounding

Certain figures contained in this document or incorporated into this document by reference, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum of the numbers in a column or a row in tables contained in this document or incorporated into this document by reference may not conform exactly to the total figure given for that column or row.

References to Defined Terms

Certain terms used in this document, including certain capitalised terms and certain technical and other terms, are defined, and certain selected industry and technical terms used in this document are defined and explained, in Part XIV (Definitions) of this document.

No incorporation of website information

The contents of Informa's and UBM's websites do not form part of this document.

Pro forma financial information

Certain pro forma financial information in relation to the Enlarged Group is detailed in Part VIII (Unaudited Pro Forma Financial Information for the Enlarged Group) of this document.

NOTICES TO INVESTORS

Incorporation of relevant information by reference

The documents listed in Part XIII (Documents Incorporated by Reference) are incorporated by reference into this document, all of which have been forwarded to the National Storage Mechanism operated by Morningstar PLC and/or announced through an RIS, are available free of charge at the following Informa Group website at: www.informa.com and are available for inspection as provided in paragraph 24 of Part XI (Additional Information) of this document.

Any information that is incorporated by reference into documents, which in turn are incorporated into this document, is not incorporated by reference into this document.

The Company will provide without charge to each person to whom a copy of this document has been delivered, upon written or verbal request, a copy of any documents incorporated by reference into this document, except that exhibits to such documents will not be provided unless they are specifically incorporated by reference into this document. Requests for copies of such documents should be directed to the Company Secretary of the Company at 5 Howick Place, London SW1P 1WG.

Notice to Overseas Shareholders

The release, publication or distribution of this document and the issue of the New Informa Shares pursuant to the Offer in certain jurisdictions may be restricted by law. No action has been or will be taken to permit the possession, issue or distribution of this document (or any other offering or publicity materials or application form(s) relating to the New Informa Shares) in any jurisdiction where action for that purpose may be required or doing so is restricted by law. Accordingly, neither this document nor any advertisement nor any other offering material may be distributed or published in any jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this document comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such requirements by any person.

Unless an exemption applicable under relevant securities laws is available, the Offer is not being, and will not be, made available, directly or indirectly, in or into or from a jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Offer by any such use, means, instrumentality or facility or from within any jurisdiction if to do so would constitute a violation of the laws of that jurisdiction.

Accordingly, copies of this document and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from a jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this document (including, without limitation, agents, nominees, custodians and trustees) must not distribute, send or mail it in, into or from such jurisdiction where to do so would violate the laws of that jurisdiction. Any person (including, without limitation, any agent, nominee, custodian or trustee) who has a contractual or legal obligation, or may otherwise intend, to forward this document and/or any other related document to a jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of such jurisdiction.

Notice to US holders of UBM Shares

The New Informa Shares are expected to be issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof. UBM Shareholders (whether or not US persons) who are or will be affiliates (within the meaning of the US Securities Act) of Informa or UBM prior to, or of Informa after, the Effective Date will be subject to certain US transfer restrictions relating to the New Informa Shares received pursuant to the Scheme (as described below).

The New Informa Shares have not been and will not be registered under the US Securities Act or under the securities laws of any state or other jurisdiction of the United States. Accordingly, the New Informa Shares may not be offered, sold, resold, delivered, distributed or otherwise transferred, directly or indirectly, in or into the United States absent registration under the US Securities Act or an exemption therefrom.

The New Informa Shares generally should not be treated as "restricted securities" within the meaning of Rule 144(a)(3) under the US Securities Act and persons who receive securities under the Scheme (other than "affiliates" as described in the paragraph below) may resell them without restriction under the US Securities Act.

Under US securities laws, persons who are or will be deemed to be affiliates (as defined under the US Securities Act) of UBM or Informa prior to, or of Informa after, the Effective Date may not resell the New Informa Shares received under the Scheme without registration under the US Securities Act, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. Whether a person is an affiliate of a company for such purposes depends upon the circumstances, but affiliates of a company can include certain officers and directors and significant shareholders. UBM Shareholders who believe they may be affiliates for the purposes of the US Securities Act should consult their own legal advisers prior to any resale of New Informa Shares received under the Scheme.

For the purposes of qualifying for the exemption from the registration requirements of the US Securities Act afforded by Section 3(a)(10), UBM will advise the Court that its sanctioning of the Scheme will be relied upon by Informa as an approval of the Scheme following a hearing on its fairness to UBM Shareholders, at which hearing all UBM Shareholders are entitled to attend in person to support or oppose the sanctioning of the Scheme and with respect to which notification has been given to all UBM Shareholders.

None of the securities referred to in this document have been approved or disapproved by the SEC, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of the information contained in this document. Any representation to the contrary is a criminal offence in the United States.

The Offer relates to the securities of a UK-registered company with a listing on the London Stock Exchange and is proposed to be effected by means of a scheme of arrangement under the laws of Jersey. A transaction effected by means of a scheme of arrangement is not subject to proxy solicitation or tender offer rules under the US Exchange Act. The Offer is subject to UK disclosure requirements, which are different from certain United States disclosure requirements. The financial information included in this document has been or will be prepared in accordance with IFRS and may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

Each US Holder is urged to consult his or her independent professional adviser immediately regarding the tax consequences of the Offer.

It may be difficult for US Holders to enforce their rights and claims arising out of the US federal securities laws, since Informa and UBM are located in countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. US Holders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment.

UBM ADR Holders

UBM ADR Holders who wish to vote on the Scheme, or to attend the Court Meeting or UBM General Meeting in person or through counsel to approve or oppose the sanctioning of the Scheme or the implementation of the Offer, or to receive New Informa Shares in the Scheme, must surrender their UBM ADRs to the UBM ADR Depositary, pay the UBM ADR Depositary's fees and charges in accordance with the UBM Deposit Agreement and become holders of UBM Shares prior to the Voting Record Time or Scheme Record Time, as applicable, and in each case subject to and in accordance with the terms of the UBM Deposit Agreement. Such UBM ADR Holders should take care to surrender their UBM ADRs in time to permit processing to be completed by the UBM ADR Depositary and its custodian prior to the Voting Record Time or the Scheme Record Time, as applicable. If you hold UBM ADRs through a broker or other securities intermediary, you should contact that intermediary to determine the date by which you must instruct that intermediary to act in order that the necessary processing can be completed in time.

If UBM ADR Holders take no action, the New Informa Shares and cash consideration offered pursuant to the Scheme will not be received directly by holders of UBM ADRs, but holders of UBM ADRs will have the same entitlement to New Informa Shares and cash consideration. Such New Informa Shares and cash consideration will be received by the UBM ADR Depositary as nominee for and on behalf of the UBM ADR Holders, as set out in the section headed "Cancellation of the UBM ADR programme" in paragraph 22 of Part II of the Scheme Document.

PART I

INFORMATION ON THE OFFER

1. INTRODUCTION

On 30 January 2018, Informa announced that it had reached agreement on the terms of the recommended offer by Informa PLC ("Informa") for UBM plc ("UBM") by way of a court-sanctioned scheme of arrangement under Article 125 of the Jersey Companies Law (although Informa reserves the right to implement the Offer by way of a takeover offer) (the "Offer").

The Offer, which is being recommended to shareholders by the Informa Board and UBM Board, comprises a mix of shares and cash consideration from Informa for the entire issued and to be issued share capital of UBM. The boards of both companies believe there is a compelling commercial and strategic rationale for creating the Enlarged Group, to offer major benefits for customers and colleagues, while having the potential to create significant value for shareholders, supported by accelerated growth opportunities, significant synergies and attractive earnings accretion.

2. DETAILS OF THE OFFER

Under the terms of the Offer, UBM Shareholders whose names appear on the register of members of UBM at the Scheme Record Time will be entitled to receive:

For each UBM Share: 1.083 New Informa Shares and 163 pence in cash (the "Offer Price").

Based on the Closing Price of 746.0 pence per Informa Share on 15 January 2018 (being the last Business Day before the commencement of the Offer Period), the Offer Price represents:

• a value of approximately 970.9 pence per UBM Share;
• a value of approximately £3.9 billion for UBM;
• a premium of 29.9 per cent. to the Closing Price of 747.5 pence per UBM Share on 15 January 2018 (being the Closing Price on the last Business Day before the commencement of the Offer Period); and
• in addition, based on the respective thirty-day volume-weighted average share prices to the last Business Day before the commencement of the Offer Period, a premium of 29.0 per cent.

Based on the Closing Price of 712.6 pence per Informa Share on the Latest Practicable Date, the terms of the Offer represent:

• a value of approximately 934.7 pence per UBM Share; and
• a value of approximately £3.7 billion for UBM.

Upon Completion it is expected that Informa Shareholders will own approximately 65.6 per cent. of the Enlarged Group and UBM Shareholders will own approximately 34.4 per cent. of the Enlarged Group (based on the ordinary share capital of Informa and the fully diluted share capital of UBM as at the Last Practicable Date).

3. MIX AND MATCH FACILITY

UBM Shareholders (other than those with a registered address in, or who are a citizen, resident or national of, a Restricted Jurisdiction) will be entitled to elect, subject to availability, to vary the proportions in which they receive New Informa Shares and cash in respect of their holdings in UBM Shares. However, the total number of New Informa Shares to be issued and the maximum amount of cash to be paid under the Offer will not be varied as a result of elections under the Mix and Match Facility. Accordingly, elections made by UBM Shareholders under the Mix and Match Facility will be satisfied only to the extent that other UBM Shareholders make offsetting elections.

To the extent that elections cannot be satisfied in full, they will be scaled down on a pro rata basis. As a result, UBM Shareholders who make an election under the Mix and Match Facility will not know the exact number of New Informa Shares or the amount of cash they will receive until settlement of the consideration due to them in respect of the Offer. The Mix and Match Facility is conditional upon Completion.

Elections under the Mix and Match Facility will not affect the entitlements of those UBM Shareholders who do not make such elections.

4. INFORMA'S BACKGROUND TO, AND REASONS FOR, THE OFFER

The Informa Board and UBM Board believe there is a compelling commercial and strategic rationale for creating the Enlarged Group, bringing major benefits for customers and colleagues while having the potential to create significant value for shareholders.

The knowledge & information market is expanding at pace. Digitisation has driven rapid growth in the internet, electronic communications and social media, leading to exponential growth in the volume and availability of data and information.

For businesses, this creates challenges in understanding markets, identifying trends and developing new customer relationships. There is a need for timely insights, accurate intelligence and bespoke analysis that cuts through the information noise to help focus on what matters. Similarly, there is a demand for platforms that can provide targeted business connections at scale. Knowledge has become the key competitive advantage, helping companies to make better decisions faster, target the right buyers at the right time and improve returns on investment.

Businesses with access, data and expertise in industries and markets, with the tools to provide specialist knowledge and connections that create advantages have, therefore, become highly valued and sought after.

As this market for B2B Information Services grows and expands internationally, operating scale and industry specialisation are becoming increasingly important. Businesses need partners with deep, specialist expertise in industry verticals who can help them gain knowledge and develop relationships internationally, incorporating a range of face-to-face platforms and events, data analytics, targeted lead generation and trusted, reliable intelligence and research.

This evolving and expanding landscape creates exciting opportunities for information services companies that have the right mix of assets and capabilities.

Informa believes that the Enlarged Group will benefit from these trends towards increased operating scale and industry specialisation in the global B2B Information Services market. The Enlarged Group will build on the respective strengths of Informa and UBM to meet growing customer demand for brands and partners with international reach, specialist industry knowledge and an increasingly wide range of B2B Information Services that incorporate face-to-face platforms and events, data analytics, targeted marketing services and trusted, reliable intelligence and research.

The industrial logic of combining the B2B brands and capabilities of Informa and UBM is well understood. Given the complementary portfolios, geographic focus and growth trajectories of both companies, Informa believes that now is the opportune moment to create a B2B Information Services Group with the scale and specialist capabilities to capture the long-term growth potential of this expanding market.

The timing is further supported by the significant progress made under the respective strategies of each group, which have led to greater focus and operational efficiency.

Informa PLC

The Informa Board has long-recognised the value and potential opportunities in the knowledge & information market and in 2014 launched the Growth Acceleration Plan ("GAP") to better position the group to pursue these opportunities.

The headline ambition of GAP was to return all parts of the business to growth whilst simultaneously building the capacity and capabilities for future growth and scale. It was a strategy of proactive change and investment, built around five key initiatives:

• 1. Build and buy a scale B2B events business in the Global Exhibitions division,
• 1. Repair and return to growth the Business Intelligence division,
• 1. Simplify, focus and grow the Knowledge & Networking division,
• 1. Build scale and management capability in the US market, and
• 1. Invest to build the platforms and capabilities for future scale and growth.

The programme of measured change delivered through GAP has resulted in a simplified Informa group structure, with a greater focus on end markets and customers, and improved levels of operational fitness. It has also led to significant investment in technology, building robust platforms for the delivery of future growth and scale. This has been matched by significant external investment through the targeted addition of businesses, helping Informa to expand internationally, strengthen its position in key industry verticals and broaden its range of B2B capabilities.

GAP was successfully completed in 2017, with all five initiatives achieved along with the over-arching ambition for higher levels of growth:

• All four divisions delivered positive underlying revenue growth in 2017, with the Informa Group's underlying growth rate at over +3 per cent. compared with a base of +0.7 per cent. in 2014.
• In Global Exhibitions, revenue has grown from £160 million in 2013 prior to GAP, to more than £550 million in 2017 through a combination of market-leading underlying growth and a programme of targeted acquisitions, including:
• Health & Nutrition (Virgo, Penton),
• Construction & Real Estate (Hanley Wood, WWETT),
• Beauty & Aesthetics (China Beauty, FACE),
• Life Sciences (FIME, EHI),
• Agriculture (Penton, Agrishow),
• International Yachting (YPI), and
• Pop Culture (Dallas Comicon, Orlando Megacon).
• Following Completion, the Enlarged Group is expected to have total B2B events revenue of around £1.7 billion creating a leading, scale position in this attractive sector.
• In the key region of the United States, which accounts for around half of the global B2B events industry and around half of the B2B intelligence industry, Informa has expanded purposefully, building strong market positions with highly experienced management teams. Revenue across all Informa's businesses in the US reached more than \$1 billion in 2017, representing more than half of Informa Group revenues.
• Informa has invested around £80 million through the GAP period in a range of individual projects across all four operating divisions as well as centrally in the Global Support division. These initiatives have mainly been focused on technology, enhancing the group's core platforms, ranging from

customer management systems, to marketing automation to front-end delivery platforms. This has strengthened the group's core capabilities, supporting the delivery of consistent future growth and further scale.

The largest single addition to the portfolio through the GAP period was Penton Information Services for £1.2 billion in November 2016. It significantly strengthened Informa's Global Exhibitions and Business Intelligence divisions, extending its US presence and market position in key verticals such as Health & Nutrition, Agriculture & Food, TMT, Infrastructure and Transportation.

Penton Information Services also broadened Informa's portfolio of B2B capabilities through its expertise in B2B marketing and data solutions, digital communities and specialist community content. This range of additional B2B services reflected Penton's highly commercial approach to customers, focused on maximising revenue by selling a full range of information services products tailored to each specific industry vertical.

The approach taken with Penton is reflective of a market that is rapidly moving to Operating Scale and Industry Specialisation, as customers increasingly look for partners with specialist knowledge and relationships who can deliver a range of services providing intelligence, data, networks, community and connections within their industry globally.

Informa has maintained this approach with the Penton businesses since the acquisition, keeping its historical franchises intact and continuing to sell across multiple services.

UBM plc

UBM plc is the largest pure play B2B events business in the world, owning and operating more than 300 exhibitions and events. The UBM Board recognises the long-term value and opportunities in the business information services market, with a particular focus on the power of face-to-face platforms for delivering valuable connections.

In November 2014, UBM launched the Events First strategy, to focus the group on the attractive B2B events industry. Over the past three years UBM's management team, under the leadership of Tim Cobbold, has been successfully implementing that strategy, reshaping the group's portfolio of businesses and transforming UBM into a high-quality events business. Significant progress has also been made towards improving operational effectiveness and efficiency, leading to both accelerating growth and an operating margin that is trending towards the group's medium-term margin target of 30 per cent.

Creating a leading B2B Information Services Group

The complementary nature of Informa and UBM's businesses and common focus on expansion and growth within the knowledge & information market have, understandably, led to a history of discussions between the two groups in regards to a potential combination. These have never progressed further for a number of reasons pertinent at the time, mainly reflecting historical portfolio mix and timing.

As the market for B2B Information Services progressively moves to operating scale and industry specialisation, the Informa Board and UBM Board recognise there is a compelling strategic rationale to combine the strengths of the two companies, creating a group with the scale and specialist capabilities to capture the full long-term growth potential of this attractive market.

The timing is supported by the completion of Informa's transformation programme in 2017 and the significant progress UBM has made with its Events First strategy, which leaves both Informa and UBM focused and operationally fit, with greater geographic and portfolio complementarity and with accelerating underlying growth rates, ensuring the two groups come together from a position of strength:

• The Enlarged Group has pro forma revenues of around £2.8 billion and adjusted operating profit of around £0.8 billion (based on results to 31 December 2017) and is expected to build on the success of the GAP and Events First strategies.

• The Enlarged Group will employ around 11,000 colleagues, with a leading presence in the United States, China, Middle East, ASEAN, South America and India, amongst others.
• The Enlarged Group will become the number one B2B events group globally and the leading exhibitions organiser in the key markets of China and the US. It will own 24 of the Top 250 US exhibitions as measured by the Trade Show News Network and have more than 150 brands globally that each generate more than £2 million a year, and more than 60 brands that each generate more than £5 million a year, underlining the quality of its portfolio. This creates the scale, high-quality B2B events business that both Informa and UBM have been building towards.
• The Enlarged Group will also own complementary subscription-based B2B Intelligence and specialist B2B marketing services businesses. Its Intelligence business includes leading brands within six industry verticals, including Pharma (Citeline), TMT (Ovum), Maritime (Lloyd's List), Agriculture & Food (Fertecon), Finance (EPFR Global) and Industry & Infrastructure (IndustryWeek). On marketing services, the Offer will bring together Informa Engage with a range of specialist marketing businesses within UBM.
• The Enlarged Group will continue to own the leading scholarly research business, Taylor & Francis, with annual revenues of more than £500 million. While this serves a different end market in upper level education and research, it is an information business with similarities to and crossover with the rest of the group in areas such as content production, data management and digital delivery. It remains a core business for the Enlarged Group, delivering steady underlying revenue growth and attractive margins to produce consistently strong cash flow.

Having built a leading position in B2B events, as the wider B2B market moves to operating scale and industry specialisation, the Enlarged Group will focus the next stage of development on its broader portfolio, whilst maintaining strong cash discipline, a progressive dividend policy and robust balance sheet.

Informa believes that the next stage of the Enlarged Group's evolution will be about using the immediate benefits of operating scale to invest, adapt and accelerate to reap the wider benefits of industry specialisation.

Benefits of Operating Scale

• Revenue growth…
• The Enlarged Group creates a scale growth business within attractive growth markets, both geographically and by category;
• The Enlarged Group is expected to benefit from incremental near-term revenue opportunities in areas including cross-marketing, internationalisation, comprehensive marketing solutions, digitisation, sponsorship and customer value initiatives. Longer term, there is the potential for further growth acceleration through the benefits of industry specialisation;
• Global reach…creating broader based growth and market opportunities:
• Informa and UBM have highly complementary geographic portfolios, with Informa's strength in the United States and Middle East fitting seamlessly with UBM's strength in China, the United States and South America;
• The Enlarged Group is expected to operate in more than 30 countries, including B2B positions in the major markets of the United States, China, Middle East, ASEAN, South America and India;
• Quality of earnings…

• The Enlarged Group is expected to have more predictable and resilient earnings on the back of its increased scale and international breadth, with less exposure to individual customer or market volatilities;

• The Enlarged Group is expected to generate more than two thirds of revenue from forward booked and recurring revenue streams, including exhibitions, subscriptions and multi-year sponsorship, further underpinning the predictability, visibility and resilience of earnings;

• Cash flow strength…strong 2017 free cash flow for both businesses, allowing for:
• Flexibility and funding for continued reinvestment back into the business for new growth initiatives and product development;
• Consistent and progressive returns to shareholders through dividends or other forms of capital return;
• Targeted bolt-on acquisitions, adding further geographic reach and/or new capabilities;
• Capital discipline, ensuring a robust balance sheet at the Enlarged Group, with a target of maintaining a profile consistent with investment grade status;
• B2B events strength…around £1.7 billion of B2B events revenue:
• Depth and breadth in major geographical events markets of the United States, China, Middle East, ASEAN, South America and India;
• Strong vertical positions, including Health & Nutrition (Food Ingredients, Natural Products West Expo), Life Sciences (Arab Health, Hospitalar), Pharma & Biotech (CPhI, Bio Europe) and Technology (Black Hat, Ovum);
• Increased scale in regions and verticals will strengthen customer relationships, improve partnership opportunities and drive operational efficiencies;
• Operational excellence…
• The Enlarged Group will bring together some of the most talented and experienced colleagues within their respective B2B markets. Combining world-class in-market talent, extensive operating experience and leading processes should ensure operational fitness and performance;
• Technology innovation…
• The increased operating and financial scale of the Enlarged Group will allow for greater absolute levels of reinvestment and innovation in the business, delivering greater frequency and quality of new products, technology and platform enhancements; and
• Operating synergies…
• The Offer will lead to scale efficiencies and reduction in cost duplication, producing significant operating synergies. It is anticipated there will be annual recurring pre-tax cost savings of at least £60 million, with around £50 million to be delivered in the 2019 financial year.

Over time, Informa expects that the Enlarged Group will enable it to capture the wider benefits of industry specialisation in B2B Information Services, accelerating the shift to a more customer-led operating model built around the strengths of the Enlarged Group's positions in key industry verticals and broad set of powerful B2B capabilities.

Benefits of Industry Specialisation

• Industry strength and depth…reach and depth in more than 15 targeted verticals:
• The Enlarged Group will provide professional networks and communities with subscriptionbased products, high-quality branded confexes, scale exhibitions, specialist lead generation and content and other information services across more than 15 industry verticals;
• On Completion of the Offer, the Enlarged Group will already have established, focused strength in several major verticals, including Health & Nutrition, Life Sciences, Pharma & Biotech and Technology;

Life Sciences Arab Health, Hospitalar Pharma & Biotech CPhI, Bio Europe Technology Black Hat, Ovum Agriculture Agrishow, Farm Progress Finance EPFR Global, SuperReturn Transportation MRO Europe, World Routes Pop Culture & Brands FanExpo, Licensing Expo Furniture Furniture China, Formobile Infrastructure, Real Estate & Construction Advanced Manufacturing & Industrial

Selection of verticals Examples of events, data and media brands:

Health & Nutrition Food Ingredients, Natural Products West Expo CIHAC, World of Concrete

Food Technology & Hospitality Hotelex & Expo Finefood, Fispal Technologia ExpoMafe, MD&M

Maritime Lloyd's List, Seatrade Cruise Global Fashion & Jewellery Hong Kong Jewellery & Gem Fairs, MAGIC International Yachting Monaco Yacht Show, China International Boat Show Lifestyle CBME, Bahrain Autumn Fair

• Customer strength…
• As the Enlarged Group offers an increasing array of connected B2B services across multiple channels, it has the opportunity to develop deeper, more strategic customer relationships. It will increasingly become a growth partner for customers and a market-maker for particular industry verticals;
• Data and Marketing Solutions…
• The combination of high-quality brands, depth in verticals and international reach provides the Enlarged Group with a major growth opportunity in specialist B2B marketing services;
• Utilising its audience reach, specialist vertical knowledge and data capabilities, it can provide customers with highly targeted B2B lead generation products;
• Verticalisation…
• Over time, the Enlarged Group will gradually shift its operating model to be more customerled and market-focused. This will position the business as a market-maker or growth enabler for the vertical, partnering closely with customers to help them build market share and grow the overall size of the market.

Benefits for Colleagues

Informa expects the Enlarged Group will employ around 11,000 colleagues, whose energy, ideas and contribution create the content, events, intelligence and learning that customers value. The Enlarged Group will create new opportunities for colleagues through:

• Scale and Specialisation…
• as part of a broader-based Information Services Group, there will be greater opportunity for colleagues to gain knowledge in adjacent markets, learn new skills and pursue internal roles in different areas;
• International opportunities…

• the Enlarged Group's operational footprint and geographic reach will provide exciting opportunities for colleagues to work internationally as part of a more global organisation;

• Colleague investment…

• the Enlarged Group will benefit from scale efficiencies, providing greater scope for investment in areas of training and personal development;
• Growth markets…
• the Enlarged Group will have strong positions in attractive and growing information markets, providing job satisfaction and career opportunities.

Value Creation for Shareholders

Informa expects the Enlarged Group to create significant value for shareholders as the benefits of increased operating scale and industry specialisation lead to significant operating synergies, increased financial strength and higher levels of sustainable and predictable growth:

• Sustainable growth…
• the combination of increased scale, international reach in attractive markets, operational fitness and a broad set of B2B capabilities will make the Enlarged Group a powerful partner for B2B customers, leading to higher levels of sustainable growth;
• Predictable growth…
• the Enlarged Group will be a more predictable and robust business, reflecting increased international scale, portfolio balance and breadth and a higher level of forward booked and predictable revenue, with more than two thirds generated from exhibitions, subscriptions and pre-booked sponsorship;
• Financial strength…
• the Enlarged Group is expected to be highly cash generative, generating £0.6 billion of free cash flow annually, providing increased flexibility for investment and shareholder returns while maintaining a strong balance sheet;
• Operating synergies…
• the Enlarged Group is expected to deliver at least £60 million of annual recurring pre-tax cost savings. Furthermore, the Offer is expected to lead to attractive incremental revenue opportunities in areas such as cross-marketing, increased customer retention, the internationalisation of products and services and digital platforms. Over the long term, the benefits of Industry Specialisation are also expected to generate additional revenue opportunities, as the Enlarged Group offers a more integrated approach to B2B services through industry verticals.

As a result, the Informa Board expects the Offer to result in:

• Attractive earnings accretion…
• positive earnings enhancement in the first full financial year following the Effective Date;
• Positive returns…
• a post-tax return on invested capital in excess of Informa's cost of capital within three full financial years of ownership;
• Increased liquidity…
• the creation of the Enlarged Group is expected to increase the liquidity of the group's equity, making it easier for investors to buy and sell shares. The Enlarged Group is expected to have a market capitalisation of over £8.9 billion and be a member of a number of major indices, including the FTSE 100 Index.

5. FINANCIAL BENEFITS AND EFFECTS OF THE OFFER

The Informa Board is confident that, as a direct result of the Offer, the Enlarged Group will generate attractive synergies and create additional shareholder value.

The Announcement included statements of estimated cost savings and synergies expected to arise from the Offer.

The immediate benefits of operating scale are expected to generate significant operating synergies, including a run rate of at least £60 million of annual recurring pre-tax cost savings by the end of 2020, with around £50 million to be delivered in the 2019 financial year.

These anticipated cost synergies will accrue as a direct result of the creation of the Enlarged Group and would not be achieved on a standalone basis. The potential sources of quantified operating synergies are in addition to any savings previously targeted and already underway by either Informa or UBM.

The constituent elements of quantified cost synergies, which are expected to originate from the cost bases of both Informa and UBM, comprise:

• Corporate overhead reduction: approximately £20 million (33 per cent.) of the cost synergies are expected to be generated from the reduction of duplicated costs across the board and executive leadership teams, as well as across other corporate and group functions;
• Management and support restructuring: approximately £37 million (61 per cent.) of the cost synergies are expected to be generated from a reduction of duplicate management and associated costs, and the rationalisation of overlapping IT systems, processes and associated investment spend; and
• Procurement benefits: approximately £3 million (6 per cent.) of the cost synergies are expected to be generated from leveraging the Enlarged Group's scale across procurement, commissions, insurance and property.

Informa estimates that the realisation of these synergies will give rise to one-off cash costs of approximately £80 million, the majority of which will be incurred in the first two years after the Effective Date.

Aside from these one-off costs, Informa does not expect any material dis-synergies to arise from the creation of the Enlarged Group.

Please refer to Part XII (Quantified Financial Benefits Statement) for further detail on the above Quantified Financial Benefits Statement (including the supporting bases of belief and principal assumptions). References in this document to the Quantified Financial Benefits Statement should be read in conjunction with Part XII (Quantified Financial Benefits Statement).

Potential revenue opportunities

The Informa Board is also confident of delivering significant further value through the realisation of incremental revenue synergies that have not been quantified and therefore have not been reported on under the Takeover Code. The Informa Board believes such further value could be generated through its 6-Step Revenue Growth Plan, further details of which are provided in paragraph 7 of this Part I (Information on the Offer) of this document.

Informa's past experience in executing and integrating significant acquisitions provides the Informa Board with reassurance and confidence in the deliverability of the quantified cost synergies outlined, as well as in the value potential of the incremental revenue opportunities identified.

Financial effects

Informa expects the Enlarged Group to raise its leverage to around three times net debt to adjusted EBITDA at the Effective Date. This position is supported by high levels of forward visibility on revenue and projected strong cash generation, which are expected to reduce leverage below the target ceiling of 2.5 times net debt to adjusted EBITDA over time. The Informa Board believes that this is a level which is broadly consistent with an investment grade profile.

The effective tax rate for the Enlarged Group is expected by Informa to be around 19 per cent. in 2018 on a pro forma basis and a similar level in 2019 and 2020. This reflects the combined tax structures of both groups as well as the effects of recent changes to US tax legislation through The Tax Cuts and Jobs Act of 2017.

The Informa Board intends to maintain a progressive dividend policy, using Informa's dividend per share as the base. It will seek to deliver consistent growth in dividends, reflective of its free cash flow growth.

Informa's intention is to disclose the results of the UBM Group as a separate division within the Informa Group for the 2018 Interim Results in July. By the end of 2018, Informa expects to provide results for the Enlarged Group.

6. TERMS AND CONDITIONS OF THE OFFER

It is intended that the proposed issue of the New Informa Shares will be effected by way of the Scheme. The purpose of the Scheme will be to provide for Informa to become the holder of the entire issued and to be issued ordinary share capital of UBM.

On 30 January 2018, the Informa Board and UBM Board announced that they had agreed the terms of the Offer. Under the terms of the Offer, which is made on the terms and subject to the Conditions set out in the Scheme Document, UBM Shareholders whose names appear on the register of members of UBM at the Scheme Record Time will be entitled to receive:

For each UBM Share: 1.083 New Informa Shares and 163 pence in cash.

UBM Shareholders (other than certain persons in Restricted Jurisdictions) are entitled to elect, subject to availability, to vary the proportions in which they receive New Informa Shares and cash in respect of their holdings in UBM Shares. However, the total number of New Informa Shares to be issued and the maximum amount of cash to be paid under the Offer will not be varied as a result of elections under the Mix and Match Facility. Accordingly, elections made by UBM Shareholders under the Mix and Match Facility will be satisfied only to the extent that other UBM Shareholders make offsetting elections.

The Offer will comply with the applicable rules and regulations of the FCA, the London Stock Exchange and the Takeover Code, is governed by Jersey law and subject to the jurisdiction of the Jersey Court. In addition, the Offer is subject to the terms and conditions set out in the Scheme Document (or, subject to the Panel's consent, the offer document). These conditions include, amongst other things, (i) approval by the requisite majorities of the UBM Shareholders at the UBM Meetings, (ii) the passing at the Informa General Meeting of the Resolution, (iii) regulatory clearances being received from MOFCOM, the Bundeskartellamt and the Turkish Competition Authority, and all required filings having been made in connection with the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976 (as amended), and (iv) the Scheme becoming unconditional (with all other Conditions being fulfilled or (if capable of waiver) waived) and Effective by no later than the Long Stop Date.

7. INFORMA'S INTENTIONS AND STRATEGIC PLANS

The Accelerated Integration Plan

It is Informa's ambition to move with pace and purpose to create a unified business by the end of 2018. This will be achieved through the Accelerated Integration Plan ("AIP"), a detailed programme that follows a similar approach to the integration of Penton Information Services, designed to minimise disruption to customers, maintain operational momentum, and create opportunities for all colleagues from Informa and UBM.

Guiding Principles

1. Simplicity and Speed – Management and leadership

Patrick Martell, the Chief Executive of Informa's Business Intelligence division, will additionally take over from Tim Cobbold as Chief Executive of the UBM operating unit to lead the AIP from the Effective Date through to a target date for completion of market-facing commercial integration of 31 December 2018. With this approach, Informa will be replicating the process and structure it adopted during the integration of Penton Information Services.

Reporting directly to Stephen A. Carter CBE, Patrick will work closely with Charlie McCurdy, Chief Executive of Informa's Global Exhibitions division, Andrew Mullins, Chief Executive of Informa's Knowledge & Networking division, and Senior Operating Management from UBM to develop the Enlarged Group's operating model and management structure.

2. Business First – Minimise disruption

It is Informa's view that at the brand, market and operating level, UBM has strong leadership with well-established customer relationships and deep expertise within its numerous vertical-focused businesses. The AIP will seek to minimise any disruption to these brand and event teams, providing strong ongoing support to allow them to focus on continued delivery and growth.

3. Leaning into Strength – Operating approach by region

In Asia, where UBM has a leading business, the combination will be approached in a way that reflects its established position in the region and the strength and experience of its Asian management team. This team will join forces with Informa's brands, leaders and important joint venture partners to drive its continued expansion and growth in the region.

In the Americas, where UBM and Informa have highly complementary businesses, the operating structure will reflect the Enlarged Group's depth in industry verticals. Similarly, in Europe, operations will be merged and streamlined.

In the Middle East & Africa, Informa has an established business with an experienced management team, who will welcome UBM's operations into its existing structure.

4. Stability and Continuity – No change to shared service centres

The AIP is focused on streamlining the two businesses with minimal disruption. To this end, there are no plans to make any changes to the shared service centre structure of either UBM or Informa. This includes UBM's shared service centres in Kent, Long Island and Hong Kong, as well as Informa's shared service centres in Colchester, Cleveland, Sarasota and Singapore.

5. Efficiency First – Maximise the benefits of scale

The AIP will quickly target potential areas of savings arising from scale efficiencies, including in relation to venues, general contractors, consultancies, travel, IT services, property, insurance, marketing and governance.

6. Efficiency First – Duplication of resources

There will be some overlap between the two businesses in corporate overhead, and divisional and operating management. The AIP is designed to identify the optimal combination of people and resources, providing clarity for colleagues quickly. The approach will be one of minimising duplication and maximising simplicity.

7. Focused-Scale – Growth in verticals and specialisation

The Enlarged Group will have a range of focused scale positions across more than 15 key industry verticals, some well-developed and others emerging. For example, in Health & Nutrition there will be an immediate benefit by combining the strengths of Informa's fully integrated market-facing business, the Global Health & Nutrition Network, with those of UBM's successful Food Ingredients team. This will further expand the Enlarged Group's presence in this attractive international market.

The Enlarged Group will have the opportunity to build similar market-focused businesses in a number of other verticals where it will have focused scale and depth of expertise. This includes Life Sciences, Pharma & Biotech and Technology.

8. Customer First – Revenue opportunities

The AIP will pursue attractive short and medium-term revenue opportunities through its 6-Step Revenue Growth Plan:

• 1. Cross-Marketing…Use the combined customer, subscriber and visitor databases and focusedscale in verticals to offer a broader array of B2B products and services to a broader array of domestic and international customers.
• 1. Internationalisation…Leverage the Enlarged Group's expanded presence and portfolio of brands across international markets to drive sales syndication, geo-cloning and brand extension.
• 1. Comprehensive Marketing Solutions…Use the increased breadth and depth of the Enlarged Group's vertical portfolios and specialist data and market capabilities to bundle products for customers, providing a comprehensive and effective solution for reaching their customers.
• 1. Digitisation…Deploy the Enlarged Group's digital platforms and data enrichment capabilities across the expanded events portfolio to deliver targeted lead generation for exhibitors and increase visitor engagement both before and after events.
• 1. Sponsorship…Leverage the Enlarged Group's proven expertise and capability in developing innovative and bespoke sponsorship opportunities across the expanded events portfolio.
• 1. Customer Value Initiatives…Apply established customer-value programmes across the combined events portfolio.

Board and Governance

The Enlarged Group would continue to be domiciled and listed in the United Kingdom, with major operational centres around the world.

It is intended that, on Completion of the Offer:

• Derek Mapp, Chairman of Informa, will be Chairman of the Enlarged Group and Greg Lock, Chairman of UBM, will become the Deputy Chairman of the Enlarged Group;
• Stephen A. Carter CBE, Chief Executive of Informa, will be Chief Executive of the Enlarged Group and Gareth Wright, Finance Director of Informa, will be Finance Director of the Enlarged Group;
• Tim Cobbold, Chief Executive of UBM, and Marina Wyatt, Chief Financial Officer of UBM, will step down from their roles within one month of the Effective Date. Mr Cobbold will be retained in an advisory capacity through to the end of 2018; and

• The board of directors of the Enlarged Group will also include Informa's Senior Independent Director Gareth Bullock and his other Non-Executive Director colleagues from Informa. In addition to Greg Lock, Mary McDowell and David Wei will join as Non-Executive Directors of Informa from UBM. The other members of the UBM Board will step down with effect from the Effective Date.

Colleague Commitments

Colleagues

Both Informa and UBM are proud, people businesses with the energy, ideas and contribution of colleagues across the world their single most important asset. The Enlarged Group will be able to draw on the collective talent and experience from both companies to lead the business going forward. The Enlarged Group creates exciting new opportunities for colleagues from both companies within a business of greater size and scope.

Informa intends to maximise the amount of operating synergies derived from consolidation of overlapping IT systems and processes and leveraging the Enlarged Group's scale across procurement, commissions, insurance and property.

To achieve the remainder of the cost synergies outlined above, Informa intends to focus on the reduction of duplicate costs across the board and executive leadership teams, as well as across other corporate and group functions. In addition, there will be reductions in duplicate management and associated costs. The reductions in these areas, could lead, in aggregate, to a potential reduction in headcount of approximately three per cent. across the Enlarged Group. However, it is also anticipated that headcount reductions will be partly mitigated by further job opportunities over the medium term as a result of the potential revenue synergy opportunities, as well as the stand-alone growth of the Enlarged Group, natural attrition, and the elimination of vacant roles.

Informa's priority will also be to preserve market-facing positions at the Enlarged Group. There are no plans to change the balance of skills and functions of employees across the Enlarged Group.

Protection of Existing Contractual and Employment Rights

The existing contractual and employment rights of the employees from both companies will be safeguarded on and post completion of the Offer. In addition, for employees of the UBM Group, Informa has agreed pursuant to the Co-operation Agreement that, for a period of one year from the date on which Informa Shareholders approve the Offer (or, if later, six months following the Effective Date) there will be no changes to their existing terms and conditions regarding base pay, benefits and allowances, and severance rights will be protected.

Commitment to Pension Obligations

The existing rights under UBM's defined benefit pension schemes will be safeguarded on and post completion of the Offer. Informa intends that, post completion of the Offer, the Enlarged Group will continue to comply with all of UBM's existing defined benefit pension obligations, including commitments to make previously agreed deficit contributions and contractually required employer contributions, and any amounts that become payable under existing guarantees in favour of the trustees of the schemes. Informa Group plc will provide a new guarantee to the trustee of the UBM Pension Scheme, subject to the completion of the Offer and agreement from the trustee that it will call on its existing UBM guarantees first until they terminate. The guarantee will extend to all present and future obligations of the employer(s) in the UBM Pension Scheme up to the maximum liability that would be due under section 75 of the Pensions Act 1995 (i.e. the total cost as calculated by the scheme actuary to discharge all of the liabilities of the UBM Pension Scheme by the purchase of annuities).

All of UBM's defined benefit pension schemes are currently closed to the admission of new members. Both of UBM's defined benefit pension schemes in the UK are also closed to the future accrual of benefits for existing members. It is not intended that any changes shall be made to reopen (i) any of UBM's defined benefit pension schemes to the admission of new members or (ii) either of UBM's defined benefit pension schemes in the UK to the future accrual of benefits.

Building Communities through Office Locations

The headquarters of the Enlarged Group will remain in London. While there are no intentions to make changes to major office locations, including the location of UBM's headquarters, Informa would anticipate consolidating offices with near-term expiring leases that are located in close proximity to one another, to enable colleagues to work more closely together.

Other than this community-oriented approach to consolidating office space, Informa has no intention to redeploy material fixed assets of the Enlarged Group or make changes to the locations of business of the Enlarged Group.

Furthermore, UBM does not currently have a research and development function, and Informa has no plans in this regard.

Stability in Shared Service Centres

Informa has no intentions to make any changes to the shared service centre structure of either UBM or Informa. This includes UBM's shared service centres in Kent, Long Island and Hong Kong, as well as Informa's shared service centres in Colchester, Cleveland, Sarasota and Singapore.

8. INFORMA GENERAL MEETING

The implementation of the Offer and the issue of New Informa Shares is conditional upon, amongst other things, Informa Shareholders' approval of the Resolution being obtained at the Informa General Meeting. A notice convening a general meeting to be held at The Conrad London St James, 22-28 Broadway, London, SW1H 0BH at 10.30 a.m. on 17 April 2018 at which the Resolution will be proposed has been set out in the Circular. The purpose of the Informa General Meeting is to consider and, if thought fit, pass the Resolution. A summary of the Resolution is set out below. The full text of the Resolution is set out in the notice.

The Resolution will be proposed as an ordinary resolution requiring a simple majority of votes cast in favour.

The Resolution proposes that (A) the Offer be approved and the Informa Directors be authorised to take all steps and enter all agreements and arrangements necessary or desirable to implement the Offer and (B) the Informa Directors be generally and unconditionally authorised in accordance with section 551 of CA 2006 and Article 67 of Informa's articles of association to allot New Informa Shares to be issued in connection with the Offer, up to a maximum aggregate nominal amount of £432,083 and representing 52.4 per cent. of Informa's total ordinary share capital in issue as at the Last Practicable Date.

If granted, the authority conferred by the Resolution will expire at the conclusion of Informa's annual general meeting in 2019 and will be used to allot New Informa Shares pursuant to the Offer.

The authorities conferred by the Resolution will enable the Company to allot sufficient New Informa Shares to implement the Offer. These authorities are in addition to the authority to allot shares in Informa which was granted to the Informa Board at Informa's annual general meeting in 2017, which the Informa Board has no present intention of exercising, except pursuant to the Employee Share Plans, and which will expire at Informa's annual general meeting in 2018. Accordingly, the New Informa Shares to be issued in connection with the Offer will be created, allotted and issued pursuant to the authorities to be granted under the Resolution proposed at the Informa General Meeting.

The Offer is conditional and dependent upon the Resolution being passed. There are also additional conditions which must be satisfied before the Offer can become Effective.

A form of proxy was enclosed with the Circular. To be effective, the form of proxy must be completed and received by the Registrar by 10.30 a.m. on 13 April 2018.

9. FINANCING OF THE OFFER

Informa intends to finance the cash consideration payable to UBM Shareholders under the Offer from thirdparty debt.

Informa entered into a term facilities agreement (the "Term Facilities Agreement") with Bank of America Merrill Lynch International Limited as agent and Bank of America, N.A. as original lender on 30 January 2018 pursuant to which the lenders have made available a £700 million committed term facility to Informa which may be used to (a) finance the cash consideration component of the consideration for the Offer and (b) finance certain fees, costs and taxes incurred by any member of the Informa Group in connection with the Offer.

In addition, the lenders under the Term Facilities Agreement have made available a £400 million and \$720 million term facility to Informa and Informa Group Holdings Limited which may be used to refinance certain elements of the UBM Group's debt.

Centerview Partners is satisfied that sufficient resources are available to Informa to satisfy in full the cash consideration payable to UBM Shareholders under the terms of the Offer.

For more information on the Term Facilities Agreement see paragraph 17 of Part XI (Additional Information) of this document.

10. IRREVOCABLE UNDERTAKINGS

Informa has received irrevocable undertakings from the UBM Directors who have beneficial holdings of UBM Shares to vote in favour of the Scheme at the Court Meeting, as well as to vote in favour of the resolutions relating to the Offer to be proposed at the UBM General Meeting (and if the Offer is subsequently structured as a Takeover Offer, to accept any offer made by Informa). This is in respect of their entire beneficial holdings, amounting to an aggregate holding of 115,583 ordinary shares representing approximately 0.029 per cent. of UBM's existing issued share capital as at the Last Practicable Date.

Informa has also received irrevocable undertakings from the UBM Executive Directors, to vote in favour of the Scheme at the Court Meeting and the resolutions relating to the Offer to be proposed at the UBM General Meeting in respect of any UBM Shares received prior to the Voting Record Time for the UBM Meetings including as a result of any exercises of options held under the UBM Share Schemes (except options held under the UBM 2008 Sharesave Scheme). As a result of the exercise of options by Tim Cobbold on 6 March 2018 and subsequent transfer of UBM Shares as permitted under the terms of the irrevocable undertaking entered into, Informa has received an irrevocable undertaking from Carolyn Cobbold to vote in favour of the Scheme at the Court Meeting and the Special Resolution at the UBM General Meeting in respect of 131,618 UBM Shares.

11. OFFER-RELATED ARRANGEMENTS

Confidentiality Agreement

Informa Group PLC and UBM entered into a Confidentiality Agreement on 21 December 2017, under which each of Informa Group PLC and UBM has undertaken to keep certain information relating to the other party confidential and not to disclose such information to third parties, except to the extent required for considering, evaluating, advising on or furthering the Offer.

The obligations of each party under the Confidentiality Agreement will terminate on completion of the Offer or, in the event that the Offer does not complete, the date that is twelve months after the termination of discussions or negotiations between the parties in relation to the Offer.

Confidentiality and Joint Defense Agreement

Informa, UBM and their respective external legal counsels have entered into a Confidentiality and Joint Defense Agreement dated 9 January 2018, the purpose of which is to ensure that the exchange and/or disclosure of certain materials relating to the parties only takes place between their respective external legal counsel and external experts and does not result in a waiver of privilege, right or immunity that might otherwise be available.

Clean Team Confidentiality Agreement

Informa and UBM entered into a Clean Team Confidentiality Agreement on 9 January 2018, which sets out how any confidential information that is competitively sensitive can be disclosed, used or shared for the purposes of due diligence, the evaluation of synergies, planning the transition and integration, and regulatory clearance.

Co-operation Agreement

Informa and UBM have entered into the Co-operation Agreement, under which Informa and UBM have agreed to use their reasonable efforts to satisfy, as soon as reasonably practicable, the Conditions relating to regulatory and other third-party clearances set out in sub-paragraphs (b) to (g) inclusive of paragraph 4 of Appendix 1 (Conditions and further terms of the Offer) of the Announcement.

Informa and UBM have agreed to certain undertakings to provide each other with reasonable information, assistance and access in relation to the filings, submissions and notifications to be made in relation to such regulatory and other third party clearances. Informa and UBM have also agreed to provide each other with reasonable information, assistance and access for the preparation of the key shareholder documentation.

The Co-operation Agreement records Informa's and UBM's intention to implement the Offer by way of the Scheme. However, Informa may implement the Offer by way of a Takeover Offer if: (i) UBM consents; (ii) a third party announces a firm intention to make an offer for UBM; or (iii) the UBM Board withdraws, qualifies or modifies its recommendation of (or intention to recommend) the Offer.

Informa is subject to certain customary restrictions on the conduct of its business during the period pending completion of the Offer, and which prohibit, amongst other things: (i) the payment by Informa of dividends (other than in the ordinary course and consistent with past practice); and (ii) the allotment of further shares (or rights or options in respect of shares) (other than pursuant to employee share incentive plans, or in order to satisfy options or awards vesting under those plans).

The Co-operation Agreement also contains provisions that will apply in respect of the UBM Share Schemes and certain other employee incentive arrangements.

The Co-operation Agreement shall terminate (amongst other circumstances):

• (i) if Informa and UBM so agree in writing;
• (ii) if the Offer is withdrawn, terminated or lapses in accordance with its terms prior to the Long Stop Date and, where required, with the consent of the Panel;
• (iii) if the Scheme is not approved by the UBM Shareholders at the Court Meeting and/or the UBM General Meeting or the Court refuses to sanction the Scheme; or
• (iv) unless otherwise agreed by the parties in writing, if the Effective Date has not occurred by the Long Stop Date.

12. CURRENT TRADING AND PROSPECTS

Informa PLC

The Informa Group continued to deliver an improving financial performance during 2017. Reported Informa Group revenue grew by 30.7 per cent. to £1,757.6 million and adjusted operating profit was up 31.3 per cent. at £545.5 million. Underlying revenue growth was up 3.4 per cent., higher than the 1.6 per cent. organic revenue growth reported in 2016. Strong returns from acquisitions accounted for a further 21 per cent. of the reported growth rate, while the benefit of currency, including US Dollar strength on the Informa Group's expanded US revenue base accounted for around 6 per cent.

Following the successful delivery of GAP and effective integration of Penton Information Services, Informa entered 2018 with all four operating divisions delivering positive underlying revenue growth. The Informa Group will seek to build on this strong foundation in 2018, with continued investment in its products and customer platforms, alongside further international expansion. It is expected that 2018 will be a year of growth continuation, with a target to improve Informa Group underlying revenue growth to more than 3.5 per cent.

In addition, through its recommended offer for UBM, Informa believes it will reap the benefits of increased operating scale and industry specialisation, creating a leading B2B Information Services Group with the scale and specialist capabilities to capture the long-term growth potential of this expanding market.

UBM plc

On 28 February 2018, UBM published its results for the twelve months to 31 December 2017, in which UBM stated:

"Over the last three years, Events First has focused UBM on the attractive events market and the team has built a high-quality events business with geographic breadth and strong brands, serving a wide range of industry sectors.

In 2017 we delivered a strong financial performance with Annual Events adjusted underlying revenue growth accelerating to 5.3 per cent., further margin expansion and strong cashflow.

We saw excellent growth in Asia in particular and growth in all our major verticals bar Fashion.

We enter 2018, a biennial 'down' year, with good momentum in the business as the Events First strategy translates into performance."

Investors should read the whole of this document and not rely solely on summarised financial information in this section. Further financial information is contained in Part IV (Operating and Financial Review for the Informa Group) and Part V (Operating and Financial Review for the UBM Group) of this document.

13. RATINGS AND OUTLOOK

Prior to the Offer Period, UBM had been assigned a rating of BBB- (stable outlook) by Standard & Poor's and a long-term issuer credit rating of Baa3 (stable outlook) by Moody's. Standard & Poor's placed UBM ratings on CreditWatch positive on 19 January 2018 following announcement of a possible offer by Informa, and Moody's has commented that the Offer is viewed as credit positive for UBM. UBM's \$350 million senior unsecured notes due 2020 are rated by Moody's at Baa3 and Standard & Poor's Global Ratings at BBB-, respectively.

The Enlarged Group will target a profile consistent with an investment grade status supported by a robust balance sheet, consistently strong cash flow generation and a measured financial policy.

14. UBM SHARE SCHEMES

All options under the UBM Share Schemes will vest in connection with the Scheme in accordance with their terms. In determining the levels of vesting of the awards under the UBM 2014 Performance Share Plan, the UBM Executive Retention Plan and the UBM 2008 Executive Share Option Scheme, generally, the awards will be rounded up to the next whole year before prorating is applied to them. For awards under the UBM 2014 Performance Share Plan, the remuneration committee of the UBM Board will determine the extent to which the applicable performance conditions have been met and may take into account expected future performance.

UBM Shares in the UBM 2015 Share Incentive Plan will be treated in the same way as UBM Shares held by other UBM Shareholders.

The Offer will extend to any UBM Shares unconditionally allotted or issued prior to the Scheme Record Time including shares issued pursuant to the exercise of options granted under the UBM Share Schemes.

Informa has agreed that UBM colleagues who are eligible to participate in Informa's all-colleague share incentive scheme, called ShareMatch, will be invited to participate on the same terms as Informa colleagues in the same jurisdiction as soon as practicable following the Effective Date. Where this is impractical in any jurisdiction, Informa will consider alternative arrangements. In addition, UBM colleagues will be considered for awards under Informa's discretionary share plans using similar criteria for participation which Informa applies to its own colleagues.

Appropriate proposals will be made to participants in the UBM Share Schemes on or as soon as reasonably practicable after the date of this document.

15. SCHEME PROCESS

To become Effective, the Scheme requires, amongst other things, the approval of a majority in number representing not less than three fourths of the voting rights of the Scheme Shareholders present and voting in person or by proxy at the Court Meeting which is convened by order of the Court and at any separate class meeting which may be required. It also requires the passing of the resolutions necessary to implement the Offer by the requisite majority of UBM Shareholders required to pass such resolutions at the UBM General Meeting. The Scheme must also be sanctioned by the Court and the Court Order must be delivered to the Registrar of Companies for registration.

The Conditions to the Scheme provide that the Scheme will lapse if:

• the Court Meeting and the UBM General Meeting are not held by the twenty second day after the expected date of the Court Meeting set out in the Scheme Document (or such later date as may be agreed between Informa and UBM and the Court may allow);
• the Court Hearing to sanction the Scheme is not held by the twenty second day after the expected date of the Court sanction hearing set out in the Scheme Document (or such later date as may be agreed between Informa and UBM and the Court may allow); or
• the Scheme does not become Effective by 11.59 p.m. on the Long Stop Date (or such later date as may be agreed between Informa and UBM and the Panel and the Court may allow).

Once the necessary approvals from UBM Shareholders and Informa Shareholders have been obtained and the other Conditions have been satisfied or (where applicable) waived and the Scheme has been approved by the Court, the Scheme will become Effective upon delivery of the Court Order to the Registrar of Companies for registration. Subject to the satisfaction of the Conditions, the Scheme is expected to become Effective during the second quarter of 2018.

Completion of the Offer is also conditional upon, amongst other things: obtaining the relevant regulatory clearances from regulators and the Resolution being duly passed by the requisite majority at the Informa General Meeting or at any adjournment of that meeting. As at the Last Practicable Date, relevant clearances have been received from the competition authorities in Germany and Turkey.

16. DIVIDENDS AND DIVIDEND POLICY

The Informa Board intends to continue paying shareholders a progressive dividend, using Informa's dividend per share as the base. It will seek to deliver consistent growth in dividends, reflective of its free cash flow growth.

The Informa Board and UBM Board have agreed that UBM Shareholders will be entitled to receive the Final UBM Dividend. In addition, UBM Shareholders that continue to hold Informa Shares on the dividend record date for the Final Informa Dividend will be entitled to receive the Final Informa Dividend in respect of such Informa Shares if the Effective Date occurs prior to such record date or, if the Effective Date occurs later, UBM Shareholders will be entitled to receive a special dividend from UBM of an amount of 14.9454 pence per UBM Share, being the Final Informa Dividend multiplied by 1.083 (being the number of New Informa Shares to be issued for each UBM Share) (the "Special Dividend").

UBM Shareholders will also be entitled to receive (a) any ordinary course interim dividend declared by UBM before the Effective Date, being an interim dividend of up to 8.2 pence per UBM Share with a record date in September 2018 (the "Interim UBM Dividend"), and (b) by way of a special dividend from UBM, an amount (if any) per UBM Share equal to 1.083 times the amount of any further ordinary interim dividend(s) declared or paid by Informa with a record date falling prior to the Effective Date, less the value of any Interim UBM Dividend paid or to be paid by UBM (the "Balancing Dividend").

17. DELISTING AND CANCELLATION OF TRADING

Prior to the Scheme becoming Effective, applications will be made: (a) to the UK Listing Authority for the cancellation of the premium listing of UBM Shares on the Official List; and (b) to the London Stock Exchange for the cancellation of trading of UBM Shares on the Main Market.

On the basis of the indicative timetable set out on page 39 of this document, it is expected that UBM Shares will be suspended from the Official List and from trading on the Main Market at 5.00 p.m. on the day of the Court Hearing. No transfers of UBM Shares will be registered after that date. It is expected that cancellation will take effect at, or shortly after, 8.00 a.m. on the first Business Day after the Effective Date.

18. ADMISSION TO THE OFFICIAL LIST AND TO TRADING ON THE LONDON STOCK EXCHANGE AND DEALINGS IN NEW INFORMA SHARES

Applications will be made to: (i) the UK Listing Authority for the New Informa Shares to be admitted to the premium listing segment of the Official List; and (ii) the London Stock Exchange for the New Informa Shares to be admitted to trading on the Main Market. It is expected that the Admission will become effective and that dealings in the New Informa Shares will commence on the London Stock Exchange by 8.00 a.m. (London time) on the first Business Day following the Effective Date. The New Informa Shares and the Existing Informa Shares are in registered form and can be held in certificated or uncertificated form through CREST.

The Existing Informa Shares are already admitted to CREST. Accordingly, no further application for admission to CREST is required for the New Informa Shares, and all such shares when issued and fully paid may be held and transferred through CREST.

The ISIN for the New Informa Shares will be the same as that of the Existing Informa Shares, being GB00BMJ6DW54.

19. FRACTIONAL ENTITLEMENTS

Fractions of New Informa Shares will not be allotted or issued to Scheme Shareholders and all fractional entitlements will instead be allotted and issued on behalf of such holders, aggregated and sold in the market as soon as practicable after the Effective Date. The net proceeds of sale (after deduction of all expenses and commissions incurred in connection with such sale, including any value added tax payable and rounded down to the nearest whole penny) shall be paid to such holders in due proportions.

20. TAXATION

Certain information about United Kingdom and United States taxation in relation to the holding and disposition of New Informa Shares is set out in Part X (Taxation) of this document. If you are in any doubt as to your tax position, or you are subject to tax in a jurisdiction other than the United Kingdom or the United States, you should consult your own professional adviser without delay.

PART II

INFORMATION ON THE INFORMA GROUP

The following information should be read in conjunction with the information appearing elsewhere in, or incorporated by reference in, this document, including the financial and other information in, or incorporated by reference in, Part IV (Operating and Financial Review for the Informa Group) and Part VI (Historical Financial Information Relating to the Informa Group).

1. OVERVIEW

The Informa Group is a leading international business intelligence, academic publishing, knowledge and events business, that operates within the knowledge and information economy. It serves commercial, professional and academic communities by helping them connect and learn, and by creating and providing access to content and intelligence that help people and businesses work more efficiently and make faster and more informed decisions. The Informa Group has leading product brands in its various markets and is structured into four operating divisions: Global Exhibitions, Academic Publishing, Business Intelligence and Knowledge & Networking, with a fifth division, Global Support, providing services that support the four business divisions.

For the year ended 31 December 2017, the Informa Group generated revenue of £1,757.6 million, adjusted operating profit of £545.5 million, operating profit of £345.3 million and employed, on average, 7,539 colleagues worldwide.

2. HISTORY AND DEVELOPMENT OF THE GROUP

Informa was created in 1998, and through growth and acquisition, has become a leading international Business Intelligence, Academic Publishing, Knowledge and Events business.

Some of Informa's brands date back much further, including Lloyd's List (now part of Business Intelligence) and The Philosophical Magazine (now part of Academic Publishing), which were first published in the 1700s.

The creation of Informa in 1998 came about through the merger of IBC Group, an events and publishing company, and LLP Group, the information and publishing interests of Lloyd's of London. In 2004, Informa then merged with Taylor & Francis Group, the listed Academic Publishing business, initially changing its name to T&F Informa and subsequently reverting to Informa in 2005. In the same year, Informa also bought IIR Holdings, at the time the world's largest privately owned events, conference and training business. In 2007, Informa then acquired the listed business information group, Datamonitor.

In 2009, the Informa Group moved its corporate headquarters to Switzerland. This was effected through a new parent company, Old Informa, incorporated in Jersey but with its corporate headquarters in Switzerland. In 2014, when Informa moved its corporate headquarters back to the United Kingdom the Company became the new parent company of the Informa Group pursuant to a Court-sanctioned scheme of arrangement under the laws of Jersey.

In 2014, following the appointment of Stephen A. Carter CBE as Group Chief Executive, the Informa Group also launched GAP, a multi-year strategy to return all of its divisions to growth, improve operational performance and build the capabilities and platforms needed for future scale and consistent performance.

As at the end of 2017, the final year of the four-year GAP programme, the Informa Group had established a new operating structure with four operating divisions and one support division, implemented a new Group authority framework, refreshed and strengthened its management teams including the appointment of new CEOs in each operating division, and made a number of selective disposals of non-core businesses in Business Intelligence and Knowledge & Networking as part of an active portfolio management approach to improve the focus and growth profile of these divisions. It had also proactively expanded its presence in the US, most notably in Exhibitions through the acquisitions of Virgo and Hanley Wood in 2014, Penton Information Services in 2016 (which also brought enhanced marketing services capabilities into the Informa Group) and Yachting Promotions Inc ("YPI") in 2017, amongst others. Furthermore, it had completed a significant investment programme, injecting around £80 million across its businesses to strengthen its core operational capabilities and technology platforms. Finally, as part of GAP, it strengthened its financing position, extending debt maturities and increasing its funding flexibility and discipline.

GAP was successfully completed in 2017, delivering on the overarching ambition of improved levels of sustainable growth. The Group entered 2018 with all four operating divisions in positive growth, and with improved operational fitness, strengthened core capabilities and robust platforms for future scale and growth.

3. THE INFORMA GROUP'S STRATEGY

For details of the Informa Group's strategy in relation to the Offer, please refer to paragraph 7 of Part I (Information on the Offer).

The Informa Group is a leading international business intelligence, academic publishing, knowledge and events business, that operates within the knowledge and information economy. The Informa Group has been pursuing a strategy to deliver long-term sustainable growth by progressively improving the performance of all its businesses in their respective markets, and simultaneously building the capabilities and platforms needed for future scale and consistent performance.

Between 2014 and 2017, Informa's strategy was encapsulated in GAP, which included five key objectives:

• Build and buy a scale B2B Events business in the Global Exhibitions division,
• Repair and return to growth the Business Intelligence division,
• Simplify, focus and grow the Knowledge & Networking Content division,
• Build scale and management capability in the US market, and
• Invest to build the platforms and capabilities for future scale and growth.

Since 2014, acquisition activity has been largely focused on the Global Exhibitions and Academic Publishing divisions, with an emphasis on building scale in the key US market. Notable additions have included:

• 2014: the acquisition of Virgo Holdings, with its portfolio of six major health and nutrition shows and Hanley Wood Exhibitions, with a portfolio of 17 major exhibitions and trade shows mainly in construction and real estate,
• 2015: the acquisition of Ashgate Publishing, an independent publisher of social sciences, arts and humanities content, and WS Maney Publishing, an independent publisher of international humanities and social sciences, and science, technical and medical journals,
• 2016: the acquisition of The Finovate Group Inc., one of the premier event companies in the Fintech innovation space in the United States,
• 2016: the acquisition of Penton Information Services, a leading US-focused B2B exhibitions and information services company,
• 2017: the acquisition of YPI, operator of some of the US's largest international yachting exhibitions, and
• 2017: the acquisition of Dove Medical Press, a specialist publisher of high-quality open access journals for the medical community.

Since 2014, there have also been a number of small disposals as part of a programme of proactive portfolio management to increase operational focus and improve the growth characteristics of its businesses. These have included:

• 2015: the sale of the Informa Group's consumer information business (comprising its Datamonitor Financial, Datamonitor Consumer, MarketLine and Verdict businesses) as well as its conference businesses based in Sweden, Denmark and the Netherlands,
• 2016: the sale of a majority stake in the Informa Group's Adam Smith conference business, Corporate Communications International Limited,
• 2017: the sale of a majority stake in the Informa Group's Euroforum business in Germany and Switzerland, and
• 2017: the sale of Garland, its medical textbook business in Academic Publishing.

GAP was successfully completed in 2017, delivering on the overarching ambition of improved levels of sustainable growth. The Informa Group entered 2018 with all four operating divisions in positive growth, and with improved operational fitness, strengthened core capabilities and robust platforms for future scale and growth.

Going forward, Informa will retain its focus on growth, maintaining a level of continuous reinvestment back into the business to drive innovation and product development. It will look to build on the foundations established through GAP, leveraging its strengthened capabilities, positive operational momentum and position in key markets to further enhance growth at a divisional and group level. The addition of UBM forms part of this future plan, creating an Enlarged Group with the benefits of increased scale, international reach and depth in industry verticals.

4. OPERATIONS

Informa PLC is the parent company of the Informa Group. Informa's business is organised through four main operating divisions: Global Exhibitions, Academic Publishing, Business Intelligence and Knowledge & Networking. These are supported by a fifth division, Global Support. A summary of the principal activities of each business division follows.

4.1 Global Exhibitions

The Global Exhibitions division organises transaction-oriented exhibitions and trade shows that enable specialist communities across different industries and communities to meet face to face, develop relationships and conduct business. It holds around 200 trade and consumer exhibitions annually in all major regions, with a growing presence in the world's largest exhibitions market, the United States. As part of GAP and the ambition to build and buy a scale position in Exhibitions, through the last four years Informa has acquired a number of exhibitions businesses, strengthening its position in several attractive industry verticals and building a strong presence in the key US market, in particular. This included the addition of US-based Virgo Holdings in 2014, adding its portfolio of six major health and nutrition shows, and US-based Hanley Wood Exhibitions, which added 17 major exhibitions, mainly in construction and real estate. Another addition was FIME in 2015, a medical trade show based in Miami with strong crossover to Informa's Arab Health show in Dubai. The following year, in 2016, Informa announced the addition of Penton Information Services, adding a portfolio of around 30 major US-based exhibitions, significantly strengthening the Informa Group's position in key verticals including Global Health & Nutrition and Agriculture, and adding a presence in new verticals such as Aviation. The 2017 acquisition of Yachting Promotions Inc. expanded the Informa Group's position in the International Yachting vertical, adding five US-based exhibitions to complement its strong position in Europe through the Monaco Yacht Show.

Informa has focused its expansion on B2B business exhibitions in a number of attractive core industry verticals, including agriculture (Farm Progress, Agrishow), life sciences and pharma (Arab Health, FIME), health and nutrition (Natural Products Expo West, SupplySide West), beauty & aesthetics (China Beauty, Anti-Aging World Congress), construction and real estate (World of Concrete, The International Surfaces Expo) and international yachting (Monaco Yacht Show, Fort Lauderdale International Boat Show). Informa also has a small number of consumer exhibitions in specialist areas such as Pop Culture (Fan Expo, Orlando Megacon) and Artisan Gifts (One of a Kind).

Large events typically have stronger brand identities within their communities and often become the annual meeting point for an industry in a particular region, which encourages attendees and exhibitors to return year after year. Once established, a branded exhibition gains a strong position in its sector, which can then facilitate the extension of successful brands into new geographic markets, an initiative known as geo-cloning or geo-adaptation. Informa has many examples of successful geo-cloning, for example, its Cityscape brand has been successfully expanded out of Dubai into a number of other markets, including Abu Dhabi, Egypt and Jeddah. Other brands that have been successfully geocloned include the Anti-Aging World Congress, Vitafoods and World of Concrete.

The Exhibitions sector is highly fragmented globally with no single operator accounting for more than 10 per cent. of global revenue. The largest player is Reed Exhibitions, part of RELX PLC, and the second largest operator is UBM plc, with Informa the third largest commercial operator by revenue. There are also a number of large venue owner/operators with significant positions, most notably in Germany, such as Deutsche Messe, which are supported by state funding or sponsorship.

For the year ended 31 December 2017, the Global Exhibitions division generated £560 million in revenue (32 per cent. of total Informa Group revenue) with 10 per cent., 69 per cent., 8 per cent. and 13 per cent. from attendees, exhibitors, sponsorship and marketing and advertising services, respectively. The Global Exhibitions division has geographically diverse operations, with an opportunity to further expand in the United States. For the year ended 31 December 2017, 2 per cent., 57 per cent., 8 per cent. and 33 per cent. of revenue was derived from the United Kingdom, North America, Continental Europe and the rest of the world, respectively.

4.2 Academic Publishing

Informa's Academic Publishing division works with world-class authors, including leading scientists and researchers, scholars and professionals, to publish scholarly research in c.2,700 journals and over 7,000 new books each year, with a total books list of approximately 140,000 specialist titles. Informa's publications are high-quality, peer-reviewed journals and books on specialist niche topics within the humanities, social sciences, behavioural sciences, science, technology and medical subject categories. These are typically targeted at upper level university students (typically second or thirdyear undergraduates and postgraduates), professors, researchers and academic institutions.

The Academic Publishing division operates as the Taylor & Francis Group ("Taylor & Francis"), and publishes under a number of imprints, including Taylor & Francis, Routledge, CRC Press and Cogent OA.

Books and journals are purchased in print and digital formats by academic libraries, university departments and specialist institutions, either by the institution or through consortia arrangements. They are also bought or rented by individuals. Typically, journals are sold via digital subscriptions whereas books are sold individually in print or digital format. Some journal content is made available free at the point of use through open access initiatives, either through open access journals or where specific articles have been made openly available. Open access journals are typically funded by fees paid by an author/institution/research body rather than via subscriptions.

Overall, 78 per cent. of Informa's titles are available digitally, providing format flexibility for customers and ensuring its catalogue is widely available and accessible. Approximately one quarter of the Academic Publishing division's book sales are currently e-books. The vast majority of journal subscriptions are delivered digitally and while some institutions demand a print version as well for their archives, access and usage of journal content is predominantly digital.

The largest player in the Academic Publishing market is Elsevier, part of RELX PLC, which owns a large portfolio of high-quality journal brands such as The Lancet. The second-largest player is Springer Nature, formed in 2015 through the merger of Springer Science+Business Media with the majority of the assets of Macmillan Science and Education. It is jointly owned by the Holtzbrink family and private equity group BC Partners. The next two biggest players are Informa and John Wiley, the latter a listed, family-controlled educational business in the United States.

For the year ended 31 December 2017, the Academic Publishing division generated £530 million in revenue (30 per cent. of total Informa Group revenue) with 53 per cent. and 47 per cent. from subscriptions and unit sales, respectively. The Academic Publishing division is increasingly global, both in sales and the origination of content, with 11 per cent., 51 per cent., 13 per cent. and 25 per cent. of revenue derived from the United Kingdom, North America, Continental Europe and the rest of the world, respectively.

4.3 Business Intelligence

The Business Intelligence division provides specialist data, intelligence and insight to businesses and professionals in specialist niche communities. It has a portfolio of digital subscription brands spanning six core industry verticals: pharma, finance, transportation, technology, media & telecommunications ("TMT"), agribusiness and industry & infrastructure. The vast majority of the content produced by the Business Intelligence division is proprietary, created by in-house teams of journalists, editors, experts and analysts. Many of Informa's brands are well-established, with strong reputations within these industry niches, for example, Citeline and Scrip in pharma, Lloyd's List in transportation and Ovum in TMT. Citeline has one of the Business Intelligence division's largest product portfolios, providing specialist data and intelligence on clinical trials and drug development pipelines, an invaluable resource for certain professionals within major pharmaceutical companies, academic institutions, government agencies and consultancies.

The vast majority of Informa's products are now delivered via digital platforms, enabling Informa to offer flexible tools to customers that drive greater efficiency and insight, including search capability, charting functionality, instant forecasting updates, bespoke reports and data analysis. Amongst the most valuable products for customers are those where data and intelligence can be directly integrated and embedded into their own working practices, and those that enable predictive and even prescriptive decision-making about future events.

The market for specialist business information and intelligence is large and fragmented. Informa typically competes within the various niches in which it operates, with no single player directly competing across its business. At one end of the scale, there are large platform players like Thomson Reuters and Bloomberg, who provide access to broad-based data and information through major technology platforms, often to thousands of customers. At the other end of the scale, there are small, specialist information groups focused on providing deep levels of data and intelligence in specific niche areas. An example of a business with a similar approach to Informa, which competes in a few common verticals such as Maritime, would be IHS Inc., the US information services group.

For the year ended 31 December 2017, the Business Intelligence division generated £384 million in revenue (22 per cent. of total Informa Group revenue) with 75 per cent., 7 per cent. and 18 per cent. from subscriptions, unit sales and marketing and advertising services, respectively. The market for specialist business information is increasingly international, but the United States remains the largest single market. For the year ended 31 December 2017, 12 per cent., 62 per cent., 12 per cent. and 14 per cent. of revenue was derived from the United Kingdom, North America, Continental Europe and the rest of the world, respectively.

4.4 Knowledge & Networking

The Knowledge & Networking division was created in 2014 as part of GAP, separating out all of Informa's non-exhibition events businesses into a separate division. This decision reflected the different nature and dynamics of these events, as well as the need to adapt the operating structure and model of the various events businesses that were brought together in the division. It also enabled management to streamline the division, focusing the business onto larger branded confexes in core industry verticals and shrinking its exposure to more volatile, lower growth spot conferences.

Today, the Knowledge & Networking division is focused on organising content-driven events and programmes that provide a platform for professional communities to meet, network and share knowledge. Its face-to-face and online events, and related digital services, help professionals build their knowledge and network with peers. It runs over 1,000 branded confexes, events and training programmes each year globally, covering a range of subjects, but with a focus on the three core industry verticals of life sciences, technology, media & telecommunications, and finance. Key events brands include Bio-Europe, SuperReturn, London Tech Week and the Broadband World Series.

The Knowledge & Networking division generates the majority of its revenue through the combination of delegate fees from attendees at its events plus sponsorship income from partners who want to attach their brand to a particular event, promoting their products and services to the targeted community. Revenue is also generated through the sale of exhibition space at some events, although this is typically a smaller proportion of the revenue mix, reflecting the content-led nature of its events, with people attending principally to network with peers and learn about the latest industry developments. The division also generates revenue through digital services, specialist marketing activities and training.

The market for confexes and events is large and fragmented. Barriers to entry are relatively low and therefore many different company types launch and run events, often in parallel to their core business focus. Over time, one-off conferences can develop into repeatable, branded events with the right investment and focus and by providing the content, speakers and forums that audiences value, creating a more resilient performance for conference operators. While all of the major exhibitions groups tend also to have confexes, conferences and events in their portfolios, the major conference and events focussed groups are privately held, such as Marcus Evans, Terrapinn and IQPC Worldwide.

For the year ended 31 December 2017, the Knowledge & Networking division generated £283 million in revenue (16 per cent. of total Informa Group revenue) with 44 per cent., 23 per cent., 21 per cent. and 12 per cent. from attendees, exhibitors, sponsorship, and marketing and advertising services, respectively. Most of the Knowledge & Networking division's revenue is generated in North America; for the year ended 31 December 2017, 13 per cent., 40 per cent., 28 per cent. and 19 per cent. of revenue was derived from the United Kingdom, North America, Continental Europe and the rest of the world, respectively.

4.5 Global Support

The Informa Group's fifth division is Global Support, which comprises a central group of experts in specialist functions, including finance, tax and treasury, technology and intellectual property. Global Support provides business services that support the Informa Group's four main operating divisions, enabling them to focus on implementing their commercial plans. It also supports the Informa Group entity, providing essential services to help Informa function effectively and deliver on its strategy. These include Informa Group-wide leadership, planning and investment decisions, and risk management principles and procedures. It also provides support and central oversight to ensure effective and detailed long-term planning within the four operating divisions. The three largest locations for the Global Support division are the United Kingdom, the United States and Singapore.

5. REGULATION

The sectors in which the Informa Group operates are subject to varying degrees of regulation. Laws regulating the Informa Group's use of intellectual property, the terms on which the Informa Group can contract with third parties and the basis on which it can conduct e-commerce all affect the manner and extent to which Informa is able to buy and sell products and services.

Data protection regulation in many jurisdictions in which the Informa Group operates affects the way in which personal data regarding individuals may be processed and used. Compliance with tightening privacy regulations influences marketing strategies and the acquisition of new customers, where non-compliance could result in potential litigation relating to the alleged misuse of personal data, and reputational damage. The Informa Group continues to monitor these risks, and identify and undertake activities to achieve compliance.

The Informa Group is subject to international trade and sanctions laws, which from time to time restrict the Informa Group's ability to operate in certain jurisdictions or with certain designated parties. To date, such restrictions have had an immaterial effect on the Informa Group. See "Risk Factors—Risks Relating to the Business and Industries in which the Informa Group and, following Completion, the Enlarged Group operates—Informa, UBM and, following Completion, the Enlarged Group may be adversely affected by enforcement of and changes in legislation and regulation affecting their businesses such as data protection laws, and those of their customers" for more information.

6. INTELLECTUAL PROPERTY

A substantial element of the Informa Group's products and services comprises content delivered through a variety of media, including online and printed journals, books and online databases. The Informa Group generates substantial amounts of valuable content, the vast majority of which is proprietary in nature. A significant proportion of the Informa Group's content is produced by its colleagues, who are subject to contractual arrangements for such content to be owned by the Informa Group, not the individual. Where content is developed by third parties, such as by freelance contributors, academics and researchers, the Informa Group generally obtains an assignment or, if appropriate, an exclusive licence of the copyright and other intellectual property rights from the third party in order to give the Informa Group maximum flexibility and control over the content and to enable it to better protect its ownership of the content. The Informa Group also has a limited number of licences from third-party data providers.

The Informa Group seeks to establish and protect its proprietary rights in its products and services using trademarks, copyright and other intellectual property laws. In order to maximise this protection, the Informa Group operates a copyright registration programme, where appropriate, for example, in the United States, and maintains an extensive global trade mark portfolio in support of key brands. The Informa Group also monitors the actions of third parties to ensure that these intellectual property rights are protected and it has also put in place procedures to ensure that, where appropriate, it is able to take enforcement action to prevent or reduce infringement. The Informa Group also liaises with industry bodies and governmental agencies to ensure that its interests and views are factored into the legislative process. For information on risks related to the Informa Group's portfolio of intellectual property rights, please see "Risk Factors—Changing means of exploitation, especially in the digital environment, may create uncertainty about the scope of Informa's and, following Completion, the Enlarged Group's intellectual property rights. Less well-developed laws and enforcement may make those rights more difficult to enforce in some markets. Informa and, following Completion, the Enlarged Group may also be subject to third-party claims that Informa and/or the Enlarged Group have infringed their intellectual property rights. Defending intellectual property claims may be expensive and could divert valuable company resources".

7. INSURANCE

Where appropriate, the Informa Group seeks to insure against business risks and protect many of its assets and associated profits by purchasing insurance. To ensure worldwide consistency of cover for the protection of legal liabilities, earnings and assets, the Informa Group maintains global insurance in various areas, including property damage, crime, professional indemnity and public and products liability. The global insurance programme is managed using recognised insurance brokers who are retained in London as insurance and risk management advisers. The Informa Group considers its insurance coverage to be adequate both as to the risks and the amounts for the businesses it conducts.

8. INFORMATION TECHNOLOGY

Informa uses a variety of information technology ("IT") systems to provide information and support to its shareholders, customers, suppliers and colleagues. Informa's group-wide IT strategy aims to support business growth through enabling agility at a divisional level, while leveraging enterprise scalable to lower cost and sharing capabilities across the Group.

The strategy is led by Informa's Chief Information Officer in collaboration with the Informa Group's Divisional Chief Technology Officers, who together participate in Informa's Technology Leadership Forum ("TLF"). The TLF sets and governs IT standards and controls throughout the Group through Informa's Technology Standards, and an appraisal of major capital investments to ensure alignment to the Informa Group's IT strategy. The TLF's guiding principles are to ensure that the customer is central and that user experience and delivery of innovative solutions are fundamental. This is to enable the creation of available, responsive and flexible business capabilities and to ensure that solutions and services are available to customers wherever they are, and however they wish to consume. The Group operates a "Cloud First" approach and is moving to a "Cloud Only" strategy, which requires all new hosting platforms to be from cloud providers rather than provided in-house. This minimises the risk of failure as platforms are run by specialist companies with a sole focus on platform provision governed by agreed standards of service.

Informa's IT systems are assessed at least annually, with systems that are critical to the business being assessed more frequently. The risk assessment process tracks technology platforms and services continuity, the data recovery and disaster recovery processes. Disaster recovery procedures are designed to meet a required recovery time objective and recovery point objective. In addition, reviews are completed by the internal auditor on the financial application systems.

There is centralised information security and risk management that aims to reduce the risk of damage from cyber-attacks and other threats. Technology standards, including policies and IT controls, apply across the Group and are aligned with industry standards.

9. LEGAL PROCEEDINGS

For information about legal proceedings, see paragraph 16 of Part XI (Additional Information) of this document.

10. MANAGEMENT AND EMPLOYEES

For information about the Informa Group's directors, see paragraph 5 of Part XI (Additional Information) of this document.

Analysed below is the monthly average number of colleagues employed by the Informa Group for the years ended 31 December 2016 and 2017. This is organised by business segment, or operating division, where Global Support colleagues are proportionally allocated across segments.

	Monthly average for the year ended 31 December –––––––––––––––––––––––––––
	2016 (Restated)	2017
Global Exhibitions	–––––––––– 1,016	–––––––––– 1,519
Academic Publishing	2,079	2,137
Business Intelligence	2,111	2,549
Knowledge & Networking	1,353	1,334
Total	–––––––––– 6,559 –––––––––– ––––––––––	–––––––––– 7,539 –––––––––– ––––––––––

The geographical breakdown of persons employed by the Informa Group as at 31 December 2017 analysed by division was as follows:

	As at 31 December 2017 ––––––––––––––––––––––––––––––––––––––––––––
	United Kingdom –––––––––		United States –––––––––	Rest of the World –––––––––
		(per cent.)
Global Exhibitions	14	43	43
Academic Publishing	54	28	18
Business Intelligence	36	54	10
Knowledge & Networking	49 –––––––––	32 –––––––––	19 –––––––––
Total	39 ––––––––– –––––––––	40 ––––––––– –––––––––	21 ––––––––– –––––––––

The Informa Group believes that engagement levels with its colleagues are generally strong, and has not suffered any work stoppages or strikes. Certain of the Informa Group's colleagues in its Academic Publishing and Business Information divisions are members of the National Union of Journalists in the United Kingdom and the Informa Group's employees in Brazil are members of Sindieventos, an events union.

10.1 Pensions

The Informa Group operates two funded defined benefit pension schemes, the Informa Final Salary Scheme and the Taylor & Francis Group Pension and Life Assurance Scheme for certain qualifying UK employees, providing benefits based on final pensionable pay. The Informa Group also operates two defined benefit pension schemes for certain Penton employees (the Penton Media Inc. Retirement Plan, and the Penton Media Inc. Supplemental Executive Retirement Plan). All schemes are closed to future accrual. Pension liabilities net of deferred tax at 31 December 2017 across all Informa Group Schemes were £17.8 million. There will be no contributions for the ongoing service in 2018. The total deficit funding requirement in 2018 across all Informa Group Schemes is expected to be £3.3 million.

11. PROPERTIES

The Informa Group leases properties worldwide, primarily in the United Kingdom and the United States. It leases: (i) premises of 20,825 square feet in London for use as its UK headquarters; (ii) premises of 59,613 rentable square feet in New York (605 Third Avenue), USA; and (iii) premises including a "show site" of at least 140,000 net square feet in relation to the Fort Lauderdale International Boat Show in the City of Fort Lauderdale, Florida. No single property is considered material to the operations of the Informa Group.

PART III

INFORMATION ON THE UBM GROUP

The following information should be read in conjunction with the information appearing elsewhere in, or incorporated by reference into, this document, including the financial and other information in, or incorporated by reference into, Part V (Operating and Financial Review for the UBM Group) and Part VII (Historical Financial Information Relating to the UBM Group).

1. OVERVIEW

UBM is the largest pure play B2B events business in the world, owning and operating more than 300 exhibitions and events. It serves specialist business communities with tradeshows and other in-person events and information products and services for targeted audiences. UBM reports its operations through two divisions: Events and OMS. Events delivers face-to-face platforms in the form of exhibitions, tradeshows, conferences and other live events. OMS includes online marketing services and print marketing services. Online marketing services provide website sponsorships and banner advertising as well as online directory and data products. Print marketing services publishes magazines and trade press to specialist markets.

Revenues from continuing operations were £1,002.9 million in the year ended 31 December 2017, compared with £863.0 million in the year ended 31 December 2016 and £769.9 million in the year ended 31 December 2015. The adjusted operating profit from continuing operations was £294.2 million for the year ended 31 December 2017 compared with £234.8 million in the year ended 31 December 2016 and £197.1 million in the year ended 31 December 2015. As of 31 December 2017, the Group employed 3,933 employees based in over 20 countries around the world.

The Group's revenue, operating profit, adjusted operating profit and profit before tax, each from continuing operations for the financial periods ended 31 December 2017, 2016 and 2015 are as set out in the UBM Annual Reports and Accounts, which are incorporated by reference into this document, as described in Part VII (Historical Financial Information Relating to the UBM Group).

2. HISTORY AND DEVELOPMENT OF THE UBM GROUP

UBMG Holdings was incorporated and registered in England on 18 December 1918 under the Companies Acts 1908 to 1917 as a company limited by shares, with registration number 152298 and the name United Newspapers (1918) Limited. On 10 April 1929, the name of the company was changed to United Newspapers Limited. It re-registered on 25 November 1981 as a public limited company under the Companies Act 1948 as amended by the Companies Act 1980. On 1 June 1995, the name of the company was changed to United News & Media plc, and later changed to UBMG Holdings, following its re-registration as an unlimited company.

For historical reasons, UBMG Holdings had been incorporated and tax resident in the United Kingdom.

Following possible changes to the United Kingdom's taxation of foreign profits, the UBM Board decided in 2008 that it would be in the long-term interests of the UBM Group to implement a new parent holding company corporate structure involving a Jersey-incorporated parent company with its tax residence in the Republic of Ireland, to reduce the overall tax rate of the UBM Group in the medium term.

On 3 April 2008 UBM (formerly named United Business Media Limited) was incorporated in Jersey as a public company limited by shares with registered number 100460. On 1 July 2008, UBMG Holdings and its subsidiaries were reorganised and UBM became the new UK-listed parent company, tax resident in the Republic of Ireland. UBMG Holdings became a subsidiary of UBM.

On 11 May 2011, UBM changed its name from United Business Media Limited to UBM to enhance its recognition. On 30 November 2012, UBM's tax residency returned to the United Kingdom.

On 5 February 2013, UBM agreed to sell the majority of its data services, as well as certain related operations in the Events and OMS segments ("Delta") to Electra Partners for £146.5 million. This disposal substantially completed on 8 April 2013.

On 18 December 2014, UBM acquired Advanstar, an events and marketing services business. The acquisition increased UBM's focus on events to c.63 per cent. of revenues and c.74 per cent. of adjusted operating profit.

On 15 December 2015, UBM announced the disposal of PR Newswire for \$841 million (comprising \$810 million cash and \$31 million preferred equity) and completed the transaction on 16 June 2016, following which £243.7 million of the cash proceeds were returned to shareholders. For further information on the PR Newswire disposal see Part V (Operating and Financial Review for the UBM Group).

In 2016, UBM enhanced its events portfolio by acquiring Business Journals Inc. on 21 April 2016, acquiring Content Marketing Institute on 31 May 2016, and disposing of the US Electronics and eMedia business and Ecobuild. For further information on the acquisition of Business Journals Inc. see Part V (Operating and Financial Review for the UBM Group).

On 13 December 2016, UBM announced the acquisition of Allworld for \$485 million. This acquisition improved the growth profile of the Events portfolio. For further information on the Allworld acquisition see Part V (Operating and Financial Review for the UBM Group).

3. THE UBM GROUP'S STRATEGY

UBM operates globally across the Americas, EMEA and Asia. UBM activates and promotes global trade and commerce between businesses. Using the power of business to business events, UBM enables business people and their sectors to interact in person, create value for their customers and be successful in achieving their objectives.

In November 2014, UBM launched the Events First strategy, to focus the UBM Group on the attractive B2B events industry. Over the past three years UBM's management team has been successfully implementing that strategy, reshaping the group's portfolio of businesses and transforming UBM into a high-quality, pure play events business.

UBM's strategic focus is as follows:

• Agile growth: actively managing UBM's portfolio through acquisitions, organic growth and developing events of high potential.
• Customer insight and innovation: focusing on customer insight which enables UBM to better serve and meet its customers' needs.
• Operational excellence: continually improve all aspects of the way UBM works, pursuing common approaches which enable UBM's teams to become more efficient and effective.
• Standardised technology and data: underpinning UBM's business with common technology and standards to create a scalable global platform for growth and performance.
• High-performance culture: investing in its people and organisational capabilities so that UBM can deliver excellence for its customers.

4. OPERATIONS

UBM segregates its operations into two operating segments, divided according to the products and services that each segment offers to customers. Those segments are Events and OMS.

4.1 Events

4.1.1 Overview

In the year ended 31 December 2017, the Events segment ran over 350 events worldwide, from large global industry exhibitions, tradeshows and conventions to forums and conferences. In the year ended 31 December 2017, the Events segment generated 86.4 per cent. of the UBM Group's consolidated revenues from continuing operations (2016: 82.5 per cent., 2015: 82.0 per cent.) and 93.8 per cent. of total adjusted operating profit from continuing operations before corporate costs (2016: 90.5 per cent., 2015: 92.0 per cent.). The adjusted operating profit margin for the Events segment was 34.1 per cent. as at 31 December 2017 (2016: 32.2 per cent., 2015: 32.1 per cent.).

UBM's event portfolio is focused on the operation of market-leading events. In 2017 UBM had 176 'Major' events, each generating revenue of more than £1 million per annum. 'Major' events generated 89 per cent. of annual events revenue in 2017, which was an increase of 3 per cent. from 2016.

4.1.2 Markets and customers

The events industry is a large, attractive global market. UBM is a leading operator in a highly fragmented industry and is strongly positioned for growth given its geographic weighting towards emerging markets and its diversification across attractive industry verticals.

The table below provides the annual events contribution to revenue from each of the UBM Group's main geographies over the last financial year:

Year ended	Year ended	Year ended 31 December
2017	2016	2015 ––––––––––––
325.6	295.3	247.0
340.2	278.7	236.8
30.3	35.7	42.1
64.3	59.0	43.9
20.2	14.8	11.2
85.8	28.1	49.6 ––––––––––––
866.4	711.6	630.6 –––––––––––– ––––––––––––
North America Emerging Markets UK Continental Europe RoW Biennial Events revenue Total Events revenue	31 December –––––––––––– –––––––––––– –––––––––– –––––––––––– ––	31 December –––––––––––– –––––––––––– –––––––––––– ––––––––––––

4.1.3 Services

The focus of the Events segment is on markets where buyers and sellers are geographically fragmented and where product development and innovation is rapid, thereby benefitting from regular in-person meeting points. The Events segment portfolio comprises the following different types of events:

Annual and biennial tradeshows – These are primarily sales events that provide networking opportunities. The business model for these events is "buyer meets seller". Annual and biennial tradeshows offer opportunities for buyers, manufacturers, suppliers and users to exchange ideas, form alliances and do business with industry peers.

Total Events segment revenue was £866.4 million in the year ended 31 December 2017 compared to £711.6 million in the year ended 31 December 2016. Of the total Events revenue for the year ended 31 December 2017, £780.6 million (90.1 per cent.) was attributable to annual events and the remaining £85.8 million was attributable to biennial events (9.9 per cent.) compared to £683.5 million and £28.1 million respectively for the previous year.

Paid attendee events – The UBM Group runs a small number of hybrid expo and paid attendee events, mostly serving technology communities in the United States with events such as the Game Developer Conference and Black Hat USA.

4.1.4 Revenue generation

The Events segment generates revenue from three principal sources: (i) the sale of stand space to exhibitors at events and tradeshows; (ii) the sale of tickets to event and tradeshow attendees; and (iii) sponsorship revenues from corporate partners of certain events and tradeshows.

4.1.5 Professional and commercial communities

The Events segment serves professional and commercial communities in a wide range of sectors, many of which are themselves growing rapidly. For the year ended 31 December 2017, the UBM Group's Events segment provided tradeshows and events for the fashion, jewellery & gem, lifestyle & brands, advanced manufacturing, pharma & biochem, technology, transport & logistics, food, hospitality & leisure, business services & infrastructure, life sciences & healthcare and resources sectors. The wide range of sectors that the UBM Group supports means that it has a diversified customer base.

4.1.6 Capital expenditure and rationalisation costs and benefits

UBM started a Global Data Centre project commencing with a data centre consolidation in the US in 2016, in order to deliver agile and low-cost infrastructure.

4.2 Other Marketing Services

4.2.1 Overview

The products and services of the OMS segment include sales lead generation programmes, website sponsorships, banner advertising, webinars, virtual tradeshows, online directory products, digital publications, the running of client-sponsored industry websites and publication of a number of print magazines. In the year ended 31 December 2017, the OMS segment generated 13.6 per cent. of the UBM Group's consolidated revenues from continuing operations excluding corporate costs (2016: 17.5 per cent., 2015: 18.1 per cent.) and 6.2 per cent. of the UBM Group's total adjusted operating profit from continuing operations excluding corporate costs (2016: 9.5 per cent., 2015: 8.0 per cent.). The UBM Group's adjusted operating profit margin for the OMS segment was 14.2 per cent. as of 31 December 2017 (2016: 16.0 per cent., 2015: 12.7 per cent.).

In 2017, UBM rationalised and disposed of various non-aligned activities which had generated £11.3 million and £7.2 million of OMS revenue respectively, in the 2016 comparative.

4.2.2 Products, services and revenue

Revenue from continuing operations for the OMS segment, for the year ended 31 December 2017 was £136.5 million (2016: £151.4 million). The OMS segment's key product lines and services include the hosting of online community platforms, data products and print publications which generate advertising revenues.

5. REGULATION

The industry in which the UBM Group operates is subject to varying degrees of regulation. In particular, data protection regulation in many jurisdictions in which the UBM Group operates may affect the way in which personal data regarding individuals may be processed and used. The need to comply with data protection legislation is a significant control, operational and reputational risk which can affect the business in a number of ways including, for example, making it more difficult to grow and maintain marketing data and also through potential litigation relating to the alleged misuse of personal data. UBM is conducting a review of its data protection policies and processes in readiness for the implementation of the Global Data Protection Regulations from May 2018.

6. INTELLECTUAL PROPERTY

The UBM Group has procedures in place to identify, protect (by patent and trademark registration, and maintenance of proprietary information), defend and manage its intellectual property. It is the UBM Group's policy that new and redesigned products are thoroughly reviewed at regular points throughout development to safeguard against the potential infringement of the intellectual property rights of third parties.

7. INSURANCE

Where appropriate, the UBM Group seeks to insure against business risks and protect many of its assets and associated profits by purchasing insurance. To ensure worldwide consistency of cover for the protection of legal liabilities, earnings and assets, the UBM Group maintains global insurance in various areas including property damage, crime, event cancellation, employers' liability, and public liability. The global programme is managed using recognised insurance brokers who are retained in London, New York, Hong Kong as insurance and risk management advisers. The UBM Group considers its insurance coverage to be adequate both as to the risks and the amounts for the businesses it conducts.

8. INFORMATION TECHNOLOGY

UBM underpins its business with common technology and standards to create a scalable global platform for growth and performance. During 2017 the UBM Board approved a new technology strategy based on common standard platforms, partnering for non-critical applications and a shift in the proportion of spend towards event technology. Common technology platforms allow UBM to maximise the impact of its investment and to secure the benefits for all its events, which is part of building a truly scalable platform for B2B events success.

Notable initiatives include:

Common CRM, Marketing and Data platforms: A common CRM solution is rolling out across all three divisions and is driving measurable improvements in sales effectiveness and efficiency, alongside new ways of working and organisational change. A similar approach is being adopted to enhance marketing performance. The roll out of a standard Marketing Excellence technology platform, and consolidated customer data warehouses, has begun in EMEA and Americas.

Extending event technology: UBM has extended the use of technology at the event level and to standardise and integrate it into business systems as it does so. UBM considers that these customer apps, websites and tools help improve the customer experience and enable new customer propositions whilst simultaneously providing its teams with valuable data and insights.

Leveraging UBM's global ERP system: UBM has been capitalising on the benefits of the single Oracle ERP system, giving greater access to real-time organisational data and insight. Building on the common ERP platform has enabled the use of shared services to extend to Asia in 2017. UBM considers that this will improve the financial control in the region and underpins the integration of Allworld.

New information technology target operating model: UBM has begun rolling-out the information technology target operating model to service and support the organization in a more effective and customer facing way. A new leadership structure has been established and changes to the technology organisation are now being implemented, reducing the cost of technology operations and allowing greater focus on customer facing technologies. The first outsourcing project is expected to complete in 2018.

Standard platforms: UBM has acquired over 200 digital properties globally onto standard platforms, driving operational efficiency benefits, better mobile device support, procurement opportunities and enhanced information security. In addition, UBM's Americas and EMEA businesses have adopted Office 365 bringing all users onto the same platform for email, office and instant messaging. UBM considers that this allows it to collaborate effectively and efficiently and support both regions.

9. LEGAL PROCEEDINGS

For information about legal proceedings, see paragraph 16 of Part XI (Additional Information) of this document.

10. MANAGEMENT AND EMPLOYEES

The average number of employees employed by the UBM Group for the year ended 31 December 2017 and the year ended 31 December 2016 was as follows:

	2017	2017	2016	2016
Continuing ––––––––––––––––––––––––––––––––––––––––––––––––––––––––––	Average –––––––––	Year end –––––––––	Average –––––––––	Year end –––––––––
Location United Kingdom	758	757	733	752
United States and Canada	1,199	1,176	1,210	1,209
Continental Europe	140	144	125	137
China	931	998	846	891
Emerging Markets	694	681	531	697
Rest of the World	169	177	141	166
Total	––––––––– 3,891	––––––––– 3,933	––––––––– 3,586	––––––––– 3,852
	–––– ––––––––– –––––	––––––––– –––––––––	––––––––– –––––––––	––––––––– –––––––––

The breakdown of persons employed by the UBM Group as at 31 December 2017 analysed by segment was as follows:

	2017 Average –––––––––	2017 Year end –––––––––	2016 Average –––––––––	2016 Year end –––––––––
Events	3,152	3,205	2,996	3,222
OMS	630	621	472	515
Corporate Operations	109	107	118	115
Total	––––––––– 3,891 –––– ––––––––– –––––	––––––––– 3,933 ––––––––– –––––––––	––––––––– 3,586 ––––––––– –––––––––	––––––––– 3,852 ––––––––– –––––––––

11. PENSIONS

UBM operates defined benefit and defined contribution schemes, based primarily in the UK. 2017 was a triennial valuation year for the UBMPS and UNEPS defined benefit schemes where the Pension Scheme Trustees reviewed the level of funding and agreed with UBM the future level of contributions to the scheme.

At 31 December 2017 the aggregate deficit under IAS 19 was £5.8 million, a reduction of £44.8 million compared to the deficit of £50.6 million at the previous year end. This was primarily due to improved asset performance and updated mortality projections and member data following the triennial valuation. This has been offset in part by a reduction to the discount rate due to market movements.

Non-recurring items included a £4.3 million pension credit in 2017 relating to the finalisation of an initiative to allow members of the UBM Pension Scheme greater flexibility by exchanging future increases in return for a higher starting pension.

12. PROPERTIES

The UBM Group leases properties worldwide, primarily in the United Kingdom and North America. All of the properties leased by the UBM Group are suitable for their respective purposes. UBM's corporate headquarters relocated from 245 Blackfriars Road to 240 Blackfriars Road in London in February 2015. Save for the leases set out in the table below, no single property is considered material to the operations of the UBM Group and it is UBM's policy to have detailed business continuity plans in place for all offices.

Location	Term Expiry date	Square feet
United Kingdom
240 Blackfriars Road, London	31.3.29	105,868
United States
28th Street, Santa Monica	28.02.23	32,929.00
Second Street, San Francisco	30.06.21	36,620.00
Two Penn Plaza, New York	30.06.25	26,444.00
China
Harbour Road, Hong Kong	31.08.19 & 30.06.22	18,038.00

PART IV

OPERATING AND FINANCIAL REVIEW FOR THE INFORMA GROUP

The following is a discussion of the Informa Group's results of operations and financial condition for the years ended 31 December 2015, 2016 and 2017. Prospective investors should read the following discussion, together with the whole of this document and any documents incorporated by reference herein, including Risk Factors, the Informa Group's historical consolidated financial statements and the related notes included in Part VI (Historical Financial Information Relating to the Informa Group) and should not just rely on the key or summarised information contained in this Part IV (Operating and Financial Review for the Informa Group).

This section contains "forward-looking statements". Those statements, although based on assumptions that the Informa Directors consider to be reasonable, are subject to risks, uncertainties and other factors that could cause the Company's future results of operations or cash flows to differ materially from the results of operations or cash flows expressed or implied in such forward-looking statements. Among the important factors that could cause the Informa Group's actual results, performance or achievements to differ materially from those expressed in such forward-looking statements are those in the sections headed "Forward-Looking Statements" and "Risk Factors" in this document. All statements other than statements of historical fact, such as statements regarding the Informa Group's future financial position, risks and uncertainties related to the Company's business, plans and objectives for future operations, are forward looking statements.

1. OVERVIEW

The Informa Group is a leading international business intelligence, academic publishing, knowledge and events business, that operates within the knowledge and information economy. It serves commercial, professional and academic communities by helping them to connect and learn, and by creating and providing access to content and intelligence that help people and businesses work smarter and make better decisions faster. The Informa Group has leading product brands in its various markets and operates in four operating business divisions: Global Exhibitions, Academic Publishing, Business Intelligence and Knowledge & Networking, with a fifth division, Global Support, providing services that support the four business divisions.

For the year ended 31 December 2017, the Informa Group generated revenue of £1,757.6 million, operating profit of £345.3 million, adjusted operating profit of £545.5 million, and employed on average 7,539 employees worldwide.

2. CURRENT TRADING AND PROSPECTS

The Informa Group continued to deliver an improving financial performance during 2017. Reported Informa Group revenue grew by 30.7 per cent. to £1,757.6 million and adjusted operating profit was up 31.3 per cent. at £545.5 million. Underlying revenue growth was up 3.4 per cent., higher than the 1.6 per cent. organic revenue growth reported in 2016. Strong returns from acquisitions accounted for a further 21 per cent. of the reported growth rate, while the benefit of currency, including US Dollar strength on the Informa Group's expanded US revenue base accounted for around 6 per cent.

Following the successful delivery of GAP and effective integration of Penton Information Services, Informa entered 2018 with all four operating divisions delivering positive underlying revenue growth. The Informa Group will seek to build on this strong foundation in 2018, with continued investment in its products and customer platforms, alongside further international expansion. It is expected that 2018 will be a year of growth continuation, with a target to improve Informa Group underlying revenue growth to more than 3.5 per cent.

In addition, through its recommended offer for UBM, Informa believes it will reap the benefits of increased operating scale and industry specialisation, creating a leading B2B Information Services Group with the scale and specialist capabilities to capture the long-term growth potential of this expanding market.

3. KEY COMPONENTS OF THE INFORMA GROUP'S INCOME STATEMENT

The key components of certain line items of the Group's consolidated income statement are described below.

3.1 Revenue

Revenue represents the amounts which the Informa Group earns for the publishing, events and services that it provides to its customers and comprises revenue from the sale of goods and the provision of services. Revenue is measured at the fair value of consideration received or receivable and represents amounts receivable for goods and services provided in the normal course of business, net of discounts, VAT and other sales-related taxes, and provisions for returns and cancellations.

Revenue from the Informa Group's Academic Publishing activities consists of amounts received for subscriptions and copy sales. Subscription income is deferred and recognised evenly over the term of the subscription. Copy sales revenue is recognised on the sale of the product, when title passes.

Revenue from the Informa Group's Business Intelligence activities consists of amounts received for subscriptions, copy sales, and marketing and advertising services. Subscription income is deferred and recognised evenly over the term of the subscription. Copy sales revenue is recognised on the sale of the product, when title passes, and marketing and advertising revenue is recognised on issue of the related publication or over the period of advertised subscription or over the period when the marketing service is provided.

Revenue from the Informa Group's Global Exhibitions activities consists of amounts received in respect of sponsor and exhibitor sales, attendee and marketing and advertising fees. Events income received in advance is deferred and recognised when the event is held.

Revenue from the Informa Group's Knowledge & Networking activities consists of amounts received in respect of sponsor and exhibitor sales, attendee and marketing and advertising fees. Events income received in advance is deferred and recognised when the event is held.

3.2 Operating Expenses

Operating expenses represent expenses relating to cost of sales, staff costs, depreciation, amortisation of intangible assets, impairment and other expenses, including property lease expenses, professional fees and other administrative expenses.

The most significant operating expenses are:

• Cost of sales: these comprise direct costs such as venue, promotion, production and subject matter expert costs;
• Staff costs: these principally comprise salaries, bonuses, profit share, pension costs and associated taxes and social security contributions;
• Amortisation of intangible assets: this arises from the intangibles recognised; and
• Other expenses: these principally comprise property costs including the lease expenses for the Informa Group's offices, professional fees, IT support, office expenses, travel-related costs, and contractor costs, recruitment expenses and reorganisation costs, including vacant property provisions but excluding redundancy costs.

3.3 Loss on disposals

Loss on disposals consists of loss on disposals of businesses.

3.4 Investment income

Investment income is principally interest which is earned on the Informa Group's cash at bank and short-term deposits.

3.5 Finance costs

Finance costs consist principally of interest costs accruing on the Informa Group's loan facilities and private placement notes. Finance costs also include pension scheme liabilities.

3.6 Tax

Tax consists of the corporation tax charge on the Informa Group's ordinary activities and any deferred tax credit or charge accounted for in the period, together with any adjustments in respect of prior periods or the effect of a change in rate in any of the Informa Group's operating jurisdictions.

4. KEY PERFORMANCE INDICATORS

Informa monitors its performance by using adjusted operating profit and underlying growth as key performance indicators of its business, and believes that the presentation of adjusted operating profit and underlying growth enhances investors' understanding of the Informa Group's results of operations.

4.1 Adjusted Operating Profit

Adjusted operating profit is calculated as operating profit after adding back certain items, including those items which are commonly excluded across the Media sector. The following items have been added back to operating profit to arrive at adjusted operating profit:

• amortisation of charges in respect of intangible assets acquired through business combinations or acquisition of trade and assets, as the Informa Group does not see these charges as integral to its underlying trading;
• impairment of goodwill, intangible assets and loan receivables;
• restructuring and reorganisation costs, which are costs incurred by the Informa Group in reorganising and integrating acquired businesses, vacant property costs, and business restructuring in response to changes in market conditions and closure of businesses;
• acquisition and integration costs; and
• subsequent remeasurement of contingent consideration.

Informa Group

The following table sets out a reconciliation of adjusted operating profit to operating profit for the Informa Group for the years ended 31 December 2015, 2016 and 2017.

	For the year ended 31 December ––––––––––––––––––––––––––––––––––––––––
	2015 –––––––––––	2016(2) –––––––––––	2017 –––––––––––
		(£ millions)
Operating profit	236.5	198.6	345.3
Add back:
Intangible asset amortisation(1)	99.5	116.4	157.8
Impairment	13.9	67.7	5.6
Restructuring and reorganisation costs	13.7	7.2	12.9
Acquisition and integration costs	2.3	33.1	24.0
Subsequent remeasurement of contingent consideration	(0.3) –––––––––––	(7.4) –––––––––––	(0.1) –––––––––––
Adjusted operating profit	365.6 –––––––––––	415.6 –––––––––––	545.5 –––––––––––
	–––––––––––	–––––––––––	–––––––––––

(1) Excludes software and product development amortisation.

(2) Consolidated income statement for the year ended 31 December 2016 restated for finalisation of acquisition accounting as reported in the results for the year ended 31 December 2017.

The Informa Group continued to deliver an improving financial performance during 2017. Adjusted operating profit grew 31.3 per cent. at £545.5 million.

For a discussion of the Informa Group's adjusted operating profit for the year ended 31 December 2016 as compared to the year ended 31 December 2015, please see the sections entitled "Financial Review—Revenue and Adjusted Operating Profit", "Financial Review—Measurements and Adjustments" and "Financial Review—Adjusting Items" on pages 58 to 59 in the Informa 2016 Annual Report and Accounts incorporated by reference herein.

For a discussion of the Informa Group's adjusted operating profit for the year ended 31 December 2015 as compared to the year ended 31 December 2014, please see the sections entitled "Financial Review—Revenue and Adjusted Operating Profit", "Financial Review—Adjusted and Organic Measures" and "Financial Review—Adjusting Items" on pages 54 to 56 in the Informa 2015 Annual Report and Accounts incorporated by reference herein.

Global Exhibitions

The following table sets out a reconciliation of segmental adjusted operating profit to segmental operating profit for Global Exhibitions for the years ended 31 December 2015, 2016 and 2017.

	For the year ended 31 December ––––––––––––––––––––––––––––––––––––––––
	2015	2016(2)(3)	2017
	–––––––––––	––––––––––– (£ millions)	–––––––––––
Operating profit	67.0	29.8	126.2
Add back:
Intangible asset amortisation(1)	28.7	38.0	66.7
Impairment	–	31.1	0.4
Restructuring and reorganisation costs	1.4	0.1	1.2
Acquisition and integration costs	1.4	22.9	6.7
Subsequent remeasurement of contingent consideration	(0.5)	(2.4)	0.2
Adjusted operating profit	––––––––––– 98.0 –––––––––––	––––––––––– 119.5 –––––––––––	––––––––––– 201.4 –––––––––––
	–––––––––––	–––––––––––	–––––––––––

(1) Excludes software and product development amortisation.

(2) Consolidated income statement for the year ended 31 December 2016 restated for finalisation of acquisition accounting as reported in the results for the year ended 31 December 2017.

(3) 2016 results restated to integrate the results of the previously reported Penton segment.

In 2017, Global Exhibitions represented 31.9 per cent. of Informa Group revenue and 36.9 per cent. of adjusted operating profit.

Increased scale and greater depth in verticals following the addition of Penton and YPI delivered another strong trading result, with underlying revenue growth of 7.6 per cent. This performance was broad-based across verticals, with particular strength in Health & Nutrition (Natural Products Expo, SupplySide West), Real Estate & Construction (World of Concrete, TISE West), Life Sciences (Arab Health, Medlab) and International Yachting (Monaco Yacht Show, Fort Lauderdale International Boat Show.)

For a discussion of the adjusted operating profit of the Informa Group's Global Exhibitions division for the year ended 31 December 2016 as compared to the year ended 31 December 2015, please see the section entitled "Global Exhibitions" on pages 44 to 47 in the Informa 2016 Annual Report and Accounts incorporated by reference herein.

For a discussion of the adjusted operating profit of the Informa Group's Global Exhibitions division for the year ended 31 December 2015 as compared to the year ended 31 December 2014, please see the section entitled "Global Exhibitions" on pages 41 to 42 in the Informa 2015 Annual Report and Accounts incorporated by reference herein.

Academic Publishing

The following table sets out a reconciliation of segmental adjusted operating profit to segmental operating profit for Academic Publishing for the years ended 31 December 2015, 2016 and 2017.

–––––––––––––––––––––––––––––––––––––––– 2016 –––––––––––	2017
	–––––––––––
135.0	154.1
48.2	50.1
–	2.0
3.6	0.3
0.4	1.5
–	– –––––––––––
187.2	208.0 ––––––––––– –––––––––––
	(£ millions) ––––––––––– ––––––––––– –––––––––––

(1) Excludes software and product development amortisation.

In 2017, Academic Publishing represented 30.1 per cent. of Informa Group revenue and 38.1 per cent. of adjusted operating profit.

Trading within the Informa Group's scholarly research and reference-led content business remained robust and consistent. In the Informa Group's journals business, another solid performance reflected steady growth in usage and strong subscription renewals. In the Informa Group's specialist books business, a number of operational initiatives to improve publication efficiency and customer service helped its performance and combined with a more stable market backdrop, led to positive growth through the period. In December, the Informa Group sold its lower level textbook business, Garland, further reducing its exposure to this more volatile area of the market.

For a discussion of the adjusted operating profit of the Informa Group's Academic Publishing division for the year ended 31 December 2016 as compared to the year ended 31 December 2015, please see the section entitled "Academic Publishing" on pages 37 to 39 in the Informa 2016 Annual Report and Accounts incorporated by reference herein.

For a discussion of the adjusted operating profit of the Informa Group's Academic Publishing division for the year ended 31 December 2015 as compared to the year ended 31 December 2014, please see the section entitled "Academic Publishing" on pages 33 to 35 in the Informa 2015 Annual Report and Accounts incorporated by reference herein.

Business Intelligence

The following table sets out a reconciliation of segmental adjusted operating profit to segmental operating profit for Business Intelligence for the years ended 31 December 2015, 2016 and 2017.

	For the year ended 31 December ––––––––––––––––––––––––––––––––––––––––
	2015 –––––––––––	2016(2) –––––––––––	2017 –––––––––––
		(£ millions)
Operating profit	42.1	42.3	47.8
Add back:
Intangible asset amortisation(1)	16.1	19.6	24.0
Impairment	1.1	–	3.2
Redundancy and restructuring costs	3.7	1.8	7.0
Acquisition and integration costs	–	6.8	10.2
Subsequent remeasurement of contingent consideration	0.2 –––––––––––	– –––––––––––	– –––––––––––
Adjusted operating profit	63.2 –––––––––––	70.5 –––––––––––	92.2 –––––––––––
	–––––––––––	–––––––––––	–––––––––––

(1) Excludes software and product development amortisation.

(2) 2016 results restated to integrate the results of the previously reported Penton segment.

In 2017, Business Intelligence represented 21.9 per cent. of Informa Group revenue and 16.9 per cent. of adjusted operating profit.

The Informa Group's strategy to focus on subscription renewals and strengthening customer relationships, while investing in product development and platform enhancements led to continued steady improvement in trading through 2017, with underlying revenue growth of 2.2 per cent., up from 1.1 per cent. in 2016.

For a discussion of the adjusted operating profit of the Informa Group's Business Intelligence division for the year ended 31 December 2016 as compared to the year ended 31 December 2015, please see the section entitled "Business Intelligence" on pages 41 to 43 in the Informa 2016 Annual Report and Accounts incorporated by reference herein.

For a discussion of the adjusted operating profit of the Informa Group's Business Intelligence division for the year ended 31 December 2015 as compared to the year ended 31 December 2014, please see the section entitled "Business Intelligence" on pages 37 to 39 in the Informa 2015 Annual Report and Accounts incorporated by reference herein.

Knowledge & Networking

The following table sets out a reconciliation of segmental adjusted operating profit to segmental operating profit for Knowledge & Networking for the years ended 31 December 2015, 2016 and 2017.

	For the year ended 31 December ––––––––––––––––––––––––––––––––––––––––
	2015	2016(2)	2017
	–––––––––––	––––––––––– (£ millions)	–––––––––––
Operating profit/(loss)	11.1	(8.5)	17.2
Add back:
Intangible asset amortisation(1)	10.3	10.6	17.0
Impairment	12.8	36.6	–
Redundancy and restructuring costs	5.3	1.7	4.4
Acquisition and integration costs	0.1	3.0	5.6
Subsequent remeasurement of contingent consideration	– –––––––––––	(5.0) –––––––––––	(0.3) –––––––––––
Adjusted operating profit	39.6 –––––––––––	38.4 –––––––––––	43.9 –––––––––––
	–––––––––––	–––––––––––	–––––––––––

(1) Excludes software and product development amortisation.

(2) 2016 results restated to integrate the results of the previously reported Penton segment.

In 2017, Knowledge & Networking represented 16.1 per cent. of Informa Group revenue and 8.1 per cent. of adjusted operating profit.

Increased focus on major branded events and continued investment in digital capability helped to deliver positive underlying revenue growth for the first time since the launch of GAP, buoyed by the three core verticals of Life Sciences, Global Finance and TMT. Life Sciences was particularly strong, with good growth in major partnering events such as Bio-Europe, while the second year of the Biotech Boston Festival also performed well. In Global Finance, the highlight was a record year for the private equity confex, SuperReturn International, while the Inside ETF events also grew strongly. The Informa Group also made good progress in TMT, with strong growth at AfricaCom and an encouraging first year running London Tech Week, providing a strong platform for further expansion in 2018.

For a discussion of the adjusted operating profit of the Informa Group's Knowledge & Networking division for the year ended 31 December 2016 as compared to the year ended 31 December 2015, please see the section entitled "Knowledge & Networking" on pages 49 to 51 in the Informa 2016 Annual Report and Accounts incorporated by reference herein.

For a discussion of the adjusted operating profit of the Informa Group's Knowledge & Networking division for the year ended 31 December 2015 as compared to the year ended 31 December 2014, please see the section entitled "Knowledge & Networking" on pages 45 to 47 in the Informa 2015 Annual Report and Accounts incorporated by reference herein.

4.2 Underlying and Organic Revenue Growth

For 2015 and 2016, organic revenue growth was used as a key measure of growth. This is defined as the growth in revenues, adjusted for the impact of acquisitions and disposals and the effects of changes on foreign currency exchange rates. However, organic revenue growth does not adjust to exclude the effect of phasing, such as for biennial or triennial events.

In 2017, following the combination of Penton with Informa, a measure of underlying revenue growth was introduced, this adopts the approach where year-on-year growth from material acquisitions is included in the calculation of underlying growth from the first day of ownership, as if we had owned the business in the corresponding period in the previous year. This measure of underlying growth also strips out the impact of any events phasing during the relevant period, the impact of any disposals and the impact of foreign exchange movements.

The following table sets out a reconciliation of reported to organic revenue growth from the prior year for the Informa Group and the related percentage growth for the years ended 31 December 2015 and 2016.

For the year ended
31 December –––––––––––––––––	Organic growth –––––––––––––––––	Acquisitions and disposals –––––––––––––––––	Currency change –––––––––––––––––	Reported growth –––––––––––––––––
2015	1.0%	4.2%	1.4%	6.6%
2016 –––––––––––––––––	1.6% –––––––––––––––––	1.2% –––––––––––––––––	8.2% –––––––––––––––––	11.0% –––––––––––––––––

The following table sets out a reconciliation of reported to organic revenue growth from the prior year for the Informa Group and the related percentage growth for the year ended 31 December 2017.

For the year ended 31 December –––––––––––––––	Underlying growth –––––––––––––––	Phasing and other items –––––––––––––––	Acquisitions and disposals –––––––––––––––	Currency change –––––––––––––––	Reported growth –––––––––––––––
2017	3.4%	0.2%	21.4%	5.7%	30.7%
–––––––––––––––	–––––––––––––––	–––––––––––––––	–––––––––––––––	–––––––––––––––	–––––––––––––––

In 2017 there was continued operational performance and financial delivery with all four divisions in growth:

• Global Exhibitions: Strong underlying revenue growth of +7.6 per cent. and reported revenue growth of 74.5 per cent., reflecting increased international scale, depth in attractive vertical markets and strengthened capabilities in data and marketing solutions;
• Business Intelligence: Continued improvement in underlying revenue growth to +2.2 per cent. and reported revenue growth of +27.1 per cent., reflecting benefits of investment in products and platforms on subscription renewals, consulting activities and specialist data and marketing solutions;
• Academic Publishing: Improved underlying revenue growth of +2.0 per cent. and reported growth of +8.1 per cent., reflecting consistent growth in Journals and improved performance in Books following operational effectiveness programme;
• Knowledge & Networking: Return to positive underlying revenue growth of +0.1 per cent., with reported growth of 22.6 per cent., reflecting increased portfolio focus, strength in branded confexes/events and investment in digital capabilities.

For a discussion of the Informa Group's organic revenue growth for the year ended 31 December 2016 as compared to the year ended 31 December 2015, please see the sections entitled "Financial Review—Revenue and Adjusted Operating Profit", "Financial Review—Measurements and Adjustments" and "Financial Review—Adjusting Items" on pages 58 to 59 in the Informa 2016 Annual Report and Accounts incorporated by reference herein.

For a discussion of the Informa Group's organic revenue growth for the year ended 31 December 2015 as compared to the year ended 31 December 2014, please see the sections entitled "Financial Review—Revenue and Adjusted Operating Profit", "Financial Review—Adjusted and Organic Measures" and "Financial Review—Adjusting Items" on pages 54 to 56 in the Informa 2015 Annual Report and Accounts incorporated by reference herein.

5. KEY FACTORS AFFECTING THE INFORMA GROUP'S RESULTS OF OPERATIONS

The results of the Informa Group's operations have been, and will continue to be, affected by many factors, some of which are beyond the Informa Group's control. This section sets out certain key factors that Informa believes have affected the Informa Group's results of operations in the periods under review or could affect its results of operations in the future. For a discussion of certain factors that may adversely affect the Informa Group's results of operations and financial condition, see the risk factors set out in the section headed "Risk Factors".

5.1 Implementation of GAP

The Informa Board has long recognised the value and potential opportunities in the knowledge & information market and in 2014 launched GAP to better position the group to pursue these opportunities.

The headline ambition of GAP was to return all parts of the business to growth while simultaneously building the capacity and capabilities for future growth and scale.

GAP was built around five key initiatives, which can be seen in see paragraph 3 of Part II (Information on the Informa Group). Implementation of GAP has positively impacted the Informa Group's results of operation in a variety of ways for the periods under review. Set forth below are the principal factors impacting the Informa Group's results of operations due to implementation of GAP.

Acquisitions and Disposals

As part of GAP, the Informa Group has implemented a targeted and disciplined acquisition strategy to build scale and capability across priority industry verticals and geographic markets. Since 2014, acquisition activity has been focused on the Global Exhibitions and Academic Publishing divisions.

During the period under review, acquisitions have affected the Informa Group's financial results. The most significant acquisitions through this period are set out below:

• Yachting Promotions Inc. ("YPI"): In March 2017, the Informa Group acquired YPI for £111 million net of cash acquired. YPI operates some of the largest yachting and boat shows in the US. YPI forms part of the Global Exhibitions division.
• Dove Medical Press Limited ("Dove"): In September 2017, the Informa Group acquired Dove for £43 million net of cash acquired. Dove is an open access journal publisher producing a range of journals mainly in Health Sciences. Dove forms part of the Academic Publishing division.
• 2016 Acquisitions: For a discussion of the effect of acquisitions on the Informa Group's financial results and significant acquisitions under GAP for the year ended 31 December 2016, please see the section entitled "Corporate Development" on pages 64 to 65 in the Informa 2016 Annual Report and Accounts incorporated by reference herein.
• 2015 Acquisitions: For a discussion of the effect of acquisitions on the Informa Group's financial results and significant acquisitions under GAP for the year ended 31 December 2015, please see the section entitled "Implementation of the GAP" on pages 149 to 150 in the Penton Prospectus incorporated by reference herein.

Further information on the Informa Group's business combinations is contained in note 17 to the Informa 2015 Annual Report and Accounts, note 18 to the Informa 2016 Annual Report and Accounts and note 18 to the Informa 2017 Financial Statements incorporated by reference herein. The financial information incorporated by reference is described in Part VI (Historical Financial Information Relating to the Informa Group) and Part XIII (Documents Incorporated by Reference) of this document.

The Offer, if completed, will have a significant impact on the Enlarged Group's results of operations and financial condition. See Part I (Information on the Offer) and Part VIII (Unaudited Pro Forma Financial Information for the Enlarged Group) of this document.

As part of GAP, the Informa Group has made the following significant disposals:

• Euroforum: In 2017, the Informa Group disposed of a majority stake in its Germany-based events and conference business Euroforum. Upon completion, proceeds of £10.6 million were received, resulting in a profit on disposal of £15.5 million.
• 2016 Disposals: For a discussion of significant disposals made in the year ended 31 December 2016, please see the section entitled "Disposals Made in 2016" on page 159 in the Informa 2016 Annual Report and Accounts incorporated by reference herein.
• 2015 Disposals: For a discussion of significant disposals made in the year ended 31 December 2015, please see the section entitled "Acquisitions and Disposals" on pages 149 to 151 in the Penton Prospectus incorporated by reference herein.

Further information on the Informa Group's disposals is contained in note 19 to the Informa 2015 Annual Report and Accounts, note 20 to the Informa 2016 Annual Report and Accounts and note 20 to the Informa 2017 Financial Statements incorporated by reference into this document. The financial information incorporated by reference is described in Part VI (Historical Financial Information Relating to the Informa Group) and Part XIII (Documents Incorporated by Reference) of this document.

Restructuring and Reorganisation Costs

The Informa Group incurred restructuring and reorganisation costs during the period under review as it improved operational performance as part of GAP, which affected its operating profit.

Restructuring and reorganisation costs totalled £12.9 million in 2017 and consisted of £6.7 million for redundancy and reorganisation costs and £6.2 million for vacant property costs arising from restructuring activities.

For a discussion of restructuring and reorganisation costs incurred by the Informa Group during the year ended 31 December 2016, please see the section entitled "Adjusting Items" on page 141 in the Informa 2016 Annual Report and Accounts incorporated by reference herein.

For a discussion of restructuring and reorganisation costs incurred by the Informa Group during the year ended 31 December 2015, please see the section entitled "Restructuring and Reorganisation Costs" on page 151 in the Penton Prospectus incorporated by reference herein.

Impairment Charges

The Informa Group tests for impairment on an annual basis or more frequently when an indicator exists. Impairment charges are individually disclosed and are excluded from adjusted results as they do not relate to underlying trading. Impairment charges totalled £5.6 million in 2017, with £3.4 million relating to goodwill and £2.2 million relating to other intangibles.

For a discussion of impairment charges taken by the Informa Group in the year ended 31 December 2016, please see the section entitled "Impairment Review" on page 150 in the Informa 2016 Annual Report and Accounts incorporated by reference herein.

For a discussion of impairment charges taken by the Informa Group in the year ended 31 December 2015, please see the section entitled "Impairment Review" on pages 130 to 131 in the Informa 2015 Annual Report and Accounts incorporated by reference herein.

5.2 Macroeconomic Conditions in End Markets and Overall Economic Environment

The Informa Group's products and activities represent a small proportion of the overall size of the end-markets served by Informa's four operating divisions. However, the performance of each of these business divisions and the overall Informa Group depends, at least in part, on the financial health of its customers, which in turn can be dependent on the economic conditions of the industries and geographic regions in which they operate. An economic slowdown, which would include a general contraction in consumer spending resulting from, among other factors, reduced consumer confidence, falling gross domestic product, rising unemployment rates and uncertainty in the macroeconomic environment could have an adverse effect on the financial health of the Informa Group's customers.

The Informa Group seeks to mitigate these risks, where possible, through diversification of its operations across vertical markets and geographies, which provides it with a broad customer base. For the year ended 31 December 2017, the Informa Group's revenue by region was as follows: 8.8 per cent. in the United Kingdom, 53.4 per cent. in North America, 13.5 per cent. in Continental Europe and 24.3 per cent. in the rest of the world. In addition, no individual customer amounted to more than 10 per cent. of the Informa Group's revenue for the year ended 31 December 2017. If the Offer is completed, the Enlarged Group will have increased revenues from emerging markets such as China.

The Informa Group's Business Intelligence division has historically been more resilient to periods of economic uncertainty as a result of its subscription-based revenue streams, which represented 75.1 per cent. of its divisional revenue for the year ended 31 December 2017. Academic Publishing has historically been more resilient to periods of economic uncertainty as a result of the market in which it operates. Subscription-based revenue streams accounted for 32.3 per cent. of the Informa Group's revenue for the year ended 31 December 2017. In addition, as the majority of exhibitor space is sold by the Informa Group's Global Exhibitions division well in advance of each exhibition, there is a time lag between an economic downturn and its negative effect (and an economic upturn and its positive effect) on the Informa Group's revenue. Informa is therefore able to take certain actions in the event of downturns in particular end-markets (or general economic downturns) to help mitigate the impact on Group profitability.

The addition of UBM further diversifies the Group's revenue by region and industry vertical, providing greater balance and resilience, helping to mitigate against macro-economic headwinds in specific regions and/or specific industry trends.

As a UK-listed international group, with 78 per cent. of revenues generated outside of the UK and continental Europe, the impact of Britain's exit from the European Union is not considered material. This will be kept under review as the form of the exit becomes clearer, including the treatment of colleagues employed in the UK who come from continental Europe.

See "Risk Factors—Risks Relating to the Business and Industries in which the Informa Group and, following Completion, the Enlarged Group Operate—The Informa Group and, following Completion, the Enlarged Group are affected by the economic conditions of the sectors and regions in which they and their customers operate."

5.3 Foreign Currency Fluctuations and Translation

The Informa Group operates internationally and is exposed to foreign exchange fluctuations arising from various currency exposures primarily with respect to the pound sterling, the US Dollar and the euro. As a result, its reported results of operations and financial condition are affected by exchange rate fluctuations due to both transaction and, more significantly, translation risk. See "Risk Factors— Risks Relating to the Business and Industries in which the Informa Group and, following Completion, the Enlarged Group operate—Currency fluctuations may have a significant impact on the reported revenue and profit of the Informa Group and, following Completion, the Enlarged Group."

Transaction risk arises when the Informa Group's subsidiaries execute transactions in a currency other than their functional currency. On a consolidated basis, the Informa Group considers its transaction foreign exchange risk to be low, primarily because each of its geographic segments receive revenue and incur most expenses in their functional currencies, and thus benefit from a natural hedge. For the year ended 31 December 2017, the Informa Group received approximately 65 per cent. of its revenues and incurred approximately 55 per cent. of its costs in US Dollars or currencies pegged to the US Dollar. For further discussion of the impact of movements in the US Dollar, or currencies pegged to the US Dollar, against the pound sterling, please see the paragraph entitled "Foreign Currency Risk" in Note 30 (e) of the Informa 2017 Financial Statements incorporated by reference herein.

Translation risk arises because the Informa Group prepares its consolidated financial statements in pounds sterling whereas its subsidiaries operating outside the United Kingdom prepare their financial statements in currencies other than pounds sterling. The Informa Group is therefore exposed to translation risk on the preparation of its consolidated financial statements when it translates the financial statements of its subsidiaries which have a functional currency other than pounds sterling. Translation risk in the Informa Group's operations to date has exposed it to fluctuations in the value of pounds sterling as compared to the euro and the US Dollar.

Given the Informa Group's increasing focus on markets outside the United Kingdom, the Informa Group expects the translation effect of exchange rate fluctuations on its reported results of operations to increase over time. The impact of exchange rate movements was significant during 2017. The average dollar rate for the year was £1:\$1.29 compared to the 2016 average rate of £1:\$1.36.

5.4 Shift Towards Increased Global Activities and International Expansion to Address Higher-Growth Markets

During the period under review, the Informa Group has steadily grown its business outside the United Kingdom, thereby accessing higher-growth international markets and diversifying its revenue. The Informa Group expects this trend to continue, not least because of the impact of the Offer that, if completed, will expand the Informa Group's Global Exhibitions division's footprint in developing markets. For the year ended 31 December 2017, the Informa Group generated 8.8 per cent. of its revenue in the United Kingdom, 53.4 per cent. in North America, 13.5 per cent. in Continental Europe and 24.3 per cent in the rest of the world.

5.5 Seasonality

The Informa Group's results of operations are impacted by seasonality. The Academic Publishing and Business Intelligence divisions generate subscription revenue, which is recognised rateably over the life of the subscription contract. In addition both have copy sales which happen unevenly over the year, with the majority happening in the second half of the year.

For the Global Exhibitions and Knowledge & Networking divisions, revenue is recognised when an exhibition or conference is held. As a result, these divisions experience substantial fluctuations in monthly revenue based on the dates of these events, with the quietest months being the typical holiday season of July and August. Knowledge & Networking is weighted to H2, but this is more than offset by Global Exhibitions being weighted to H1, where most of the larger exhibitions take place. In addition, any movement of an individual exhibition or conference from one year to another will affect comparability of those periods.

6. RESULTS OF OPERATIONS

The following table sets out the Informa Group's certain income statement items for the years ended 31 December 2015, 2016 and 2017.

	For the year ended 31 December ––––––––––––––––––––––––––––––––––––––––
	2015	2016(1)	2017
	–––––––––––	––––––––––– (£ millions)	–––––––––––
Revenue	1,212.2	1,344.8	1,757.6
Net operating expenses	(975.6) –––––––––––	(1,147.0) –––––––––––	(1,412.3) –––––––––––
Operating profit before joint ventures and associates	236.6	197.8	345.3
Share of results of joint ventures and associates	(0.1) –––––––––––	0.8 –––––––––––	– –––––––––––
Operating profit	236.5	198.6	345.3
Profit/(loss) on disposal of subsidiaries and operations	9.1	(39.8)	(17.4)
Investment income	4.7	59.5	0.2
Finance costs	(30.6) –––––––––––	(40.2) –––––––––––	(59.3) –––––––––––
Profit before tax	219.7	178.1	268.8
Tax (charge)/credit	(47.0) –––––––––––	(4.7) –––––––––––	44.9 –––––––––––
Profit for the period	172.7	173.4	313.7
	––––––––––– –––––––––––	––––––––––– –––––––––––	––––––––––– –––––––––––

(1) Consolidated income statement for the year ended 31 December 2016 restated for finalisation of acquisition accounting as reported in the results for the year ended 31 December 2017.

6.1 Year ended 31 December 2017 as compared to year ended 31 December 2016

The Informa Group continued to deliver an improving financial performance during 2017. Reported Informa Group revenue grew by 30.7 per cent. to £1,757.6 million and adjusted operating profit grew by 31.3 per cent. to £545.5 million. Underlying revenue growth was 3.4 per cent., higher than the 1.6 per cent. organic revenue growth reported in 2016. Strong returns from acquisitions accounted for a further 21 per cent. of the reported growth rate, while the benefit of continued US Dollar strength on the Informa Group's expanded US revenue base accounted for approximately 6 per cent.

The divisional trading commentary below includes statutory and adjusted measures. The Informa Board believes adjusted operating profit is a useful additional measure in monitoring divisional trading performance.

Global Exhibitions

	For the year ended 31 December ––––––––––––––––––––––––––––––––––––––––––––––––––––––
	2016 –––––––––––	2017 –––––––––––	Reported –––––––––––	Underlying –––––––––––
	(£ millions)			per cent.
Revenue	321.1	560.4	74.5	7.6
Statutory Operating Profit	29.8	126.2
Adjusted Operating Profit	119.5	201.4	68.5	6.5
Adjusted Operating Margin (per cent.)	37.2 –––––––––––	35.9 –––––––––––	–––––––––––	–––––––––––

The Global Exhibitions division organises transaction-oriented exhibitions and trade shows, providing buyers and sellers across different industries and communities with a powerful platform to meet face to face, build relationships and conduct business. The Informa Group has around 200 exhibitions, serving a number of core verticals, including Agriculture, Beauty, Construction & Real Estate and Health & Nutrition.

In 2017, Global Exhibitions represented 31.9 per cent. of Informa Group revenues and 36.9 per cent. of adjusted operating profit.

Increased scale and greater depth in verticals following the addition of Penton and YPI delivered another strong trading result, with underlying revenue growth of 7.6 per cent. This performance was broad-based across verticals, with particular strength in Health & Nutrition (Natural Products Expo, SupplySide West), Real Estate & Construction (World of Concrete, TISE West), Life Sciences (Arab Health, Medlab) and International Yachting (Monaco Yacht Show, Fort Lauderdale International Boat Show.)

A highlight was the launch of Medlab as an independent exhibition, separate from Arab Health, which led to strong aggregate growth while also freeing up space for both events to grow into over coming years. Informa also strengthened and extended its partnership with the Principality of Monaco, to include all of its International Yachting events, including its recently added US-based events.

Divisional operating margins were lower year-on-year due to the mix effect of Penton and YPI combined with the impact of the Informa Group's continued investment in building digital and data capability. In 2017 the Informa Group started to roll out its MarkitMakr digital platform in a number of verticals, providing customers with a new channel to promote products and services online and generate highly targeted, qualified sales leads.

Business Intelligence

	For the year ended 31 December ––––––––––––––––––––––––––––––––––––––––––––––––––––––
	2016 –––––––––––	2017 –––––––––––	Reported –––––––––––	Underlying –––––––––––
	(£ millions)		per cent.
Revenue	302.4	384.2	27.1	2.2
Statutory Operating Profit	42.3	47.8
Adjusted Operating Profit	70.5	92.2	30.8	6.2
Adjusted Operating Margin (per cent.)	23.3 –––––––––––	24.0 –––––––––––	–––––––––––	–––––––––––

The Business Intelligence division provides specialist data, intelligence and insight to businesses, helping them make better decisions, gain competitive advantage and enhance return on investment. Through a range of specialist digital subscription brands, it provides critical intelligence to niche communities within six core industry verticals: Pharma, Finance, Transportation, TMT, Agribusiness and Industry & Infrastructure. This is supported by a portfolio of B2B media brands and businesses targeting contingent revenues in consulting and specialist data & marketing solutions.

In 2017, Business Intelligence represented 21.9 per cent. of Informa Group revenue and 16.9 per cent. of adjusted operating profit.

The Informa Group's strategy to focus on subscription renewals and strengthening customer relationships, while investing in product development and platform enhancements led to continued steady improvement in trading through 2017, with underlying revenue growth of 2.2 per cent., up from 1.1 per cent. in 2016.

Following significant GAP investment, there were numerous product upgrades and new launches through the year, ranging from improved data to new API functionality and full platform launches. This included a new platform for EPFR Global, Informa's fund flow and asset allocation data business, the launch of Ovum Forecaster, a new product combining forecasts on broadband, cellular and TV services and technologies, and a new platform for Citeline, Informa's clinical trials intelligence business, with a new web interface providing full access to data on more than 265,000 trials and 400,000 investigators.

At the same time, the Informa Group integrated Penton's information businesses, including in Ground Transportation and Industry & Infrastructure. This also included Penton's data and marketing solutions business, which was relaunched as Informa Engage, offering specialist B2B services for connecting marketers with B2B decision makers. Alongside the relaunch of the Informa Group's consulting business, this helped to boost the Informa Group's contingent revenue base, leveraging off the strength of its subscription relationships.

Academic Publishing

	For the year ended 31 December ––––––––––––––––––––––––––––––––––––––––––––––––––––––
	2016 –––––––––––	2017 –––––––––––	Reported –––––––––––	Underlying –––––––––––
	(£ millions)		per cent.
Revenue	490.4	530.0	8.1	2.0
Statutory Operating Profit	135.0	154.1
Adjusted Operating Profit	187.2	208.0	11.1	0.7
Adjusted Operating Margin (per cent.)	38.2 –––––––––––	39.2 –––––––––––	–––––––––––	–––––––––––

The Academic Publishing division publishes peer-reviewed scholarly research and specialist reference-led academic content. Operating as the Taylor & Francis group, it is recognised internationally as a leading upper level academic publisher through a number of major publishing brands, including Taylor & Francis, Routledge, CRC Press and Cogent OA. It has a portfolio of approximately 140,000 book titles and more than 2,700 journals available in both print and digital formats, across subject areas within Humanities and Social Sciences, and Science, Technology and Medicine.

In 2017, Academic Publishing represented 30.1 per cent. of Informa Group revenue and 38.1 per cent. of adjusted operating profit.

Trading within the scholarly research and reference-led content business remained robust and consistent. In the journals business, another solid performance reflected steady growth in usage and strong subscription renewals. In the Informa Group's specialist books business, a number of operational initiatives to improve publication efficiency and customer service helped its performance and this was combined with a more stable market backdrop. In December, Informa sold its lower level textbook business, Garland, further reducing the Informa Group's exposure to this more volatile area of the market.

Informa continued to invest in new growth opportunities, particularly in digital, data and open access. In May 2017, Informa invested in Colwiz, a business developing research management software using artificial intelligence technology. In September Informa announced the addition of Dove Medical, a leading independent open access publisher, strengthening the Informa Group's position in health sciences and adding a valuable portfolio of established OA journals, as well as a platform for future expansion in this attractive and growing market.

Knowledge and Networking

	For the year ended 31 December ––––––––––––––––––––––––––––––––––––––––––––––––––––––
	2016 –––––––––––	2017 –––––––––––	Reported –––––––––––	Underlying –––––––––––
	(£ millions) per cent.
Revenue	230.9	283.0	22.6	0.1
Statutory Operating Profit	(8.5)	17.2
Adjusted Operating Profit	38.4	43.9	14.3	–13.3
Adjusted Operating Margin (per cent.)	16.6 –––––––––––	15.5 –––––––––––	–––––––––––	–––––––––––

The Knowledge & Networking division is the Informa Group's community content, connectivity and data business, incorporating its training, learning, conference, advisory and congress businesses. It organises content-driven events and programmes that provide a platform for communities to meet, network and share knowledge. It runs over 1,000 events each year globally, covering a range of subject areas, but with a particular focus on Life Sciences, TMT and Finance.

In 2017, Knowledge & Networking represented 16.1 per cent. of Informa Group revenue and 8.1 per cent. of adjusted operating profit.

Increased focus on major branded events and continued investment in digital capability helped to deliver positive underlying revenue growth for the first time since the launch of GAP, buoyed by the three core verticals of Life Sciences, Global Finance and TMT. Life Sciences was particularly strong, with good growth in major partnering events such as Bio-Europe, while the second year of the Biotech Boston Festival also performed well. In Global Finance, the highlight was a record year for the private equity confex, SuperReturn International, while the Inside ETF events also grew strongly. The Informa Group also made good progress in TMT, with strong growth at AfricaCom and an encouraging first year running London Tech Week, providing a strong platform for further expansion in 2018.

In November 2017, the Informa Group completed the sale of a majority stake in Euroforum, its German/Swiss conference business, further increasing the focus on major brands in core verticals.

Divisional operating margins were lower year-on-year, reflecting the relatively low underlying revenue growth combined with a mix of higher cost inflation and increased depreciation from GAP investments.

6.2 Year ended 31 December 2016 as compared to the year ended 31 December 2015

For a discussion of the Informa Group's results of operations for the year ended 31 December 2016 as compared to the year ended 31 December 2015, please see the section entitled "Financial Review" on pages 56 to 67 in the Informa 2016 Annual Report and Accounts incorporated by reference herein.

For a discussion on the performance of Informa's four business segments for the year ended 31 December 2016 as compared to the year ended 31 December 2015, please see the sections entitled "Academic Publishing", "Business Intelligence", "Global Exhibitions", "Knowledge & Networking" and "Global Support" on pages 37 to 55 in the Informa 2016 Annual Report and Accounts and note 6 to the Informa 2016 Annual Report and Accounts incorporated by reference herein.

6.3 Year ended 31 December 2015 as compared to year ended 31 December 2014

For a discussion of the Informa Group's results of operations for the year ended 31 December 2015 as compared to the year ended 31 December 2014, please see the section entitled "Financial Review" on pages 54 to 60 in the Informa 2015 Annual Report and Accounts incorporated by reference herein.

For a discussion on the performance of Informa's four business segments for the year ended 31 December 2015 as compared to the year ended 31 December 2014, please see the sections entitled "Academic Publishing", "Business Intelligence", "Global Exhibitions", "Knowledge & Networking" and "Global Support" on pages 37 to 55 in the Informa 2015 Annual Report and Accounts and note 5 to the Informa 2015 Annual Report and Accounts incorporated by reference herein.

7. LIQUIDITY AND CAPITAL RESOURCES

The Informa Group's principal sources of liquidity are its cash flows from operating activities and its borrowings under existing credit facilities and private placement notes. The Informa Group's principal uses of funds in recent years have been to fund its capital expenditure, tax payments, dividends and acquisitions.

The Informa Group intends to continue to finance its working capital and capital expenditure programmes and any future acquisitions with a combination of cash flows from operating activities and its borrowings under existing credit facilities.

7.1 Cash Flows

The following table summarises the Informa Group's cash flows for the years ended 31 December 2015, 2016 and 2017.

	For the year ended 31 December ––––––––––––––––––––––––––––––––––––––––
	2015	2016	2017
	–––––––––––	––––––––––– (£ millions)	–––––––––––
Net cash inflow from operating activities	333.9	336.3	433.9
Net cash outflow from investing activities	(181.9)	(1,402.6)	(283.6)
Net cash (outflow)/inflow from financing activities	(152.0) –––––––––––	1,056.0 –––––––––––	(140.0) –––––––––––
Net (decrease)/increase in cash and cash equivalents	– ––––––––––– –––––––––––	(10.3) ––––––––––– –––––––––––	10.3 ––––––––––– –––––––––––

Year ended 31 December 2017 as compared to year ended 31 December 2016

7.2 Free Cash Flow

Cash flow generation remains one of the Informa Group's priorities, providing the funds and flexibility for future investment. The following table shows the adjusted operating profit and free cash flow reconciled to movements in net debt. Free cash flow is the Informa Group's key financial measure of cash generation and represents the cash flow generated by the business before cash flows relating to acquisitions and disposals and their related costs, dividends and any new equity issuance or purchases.

	For the year ended 31 December ––––––––––––––––––––––––
	2016	2017
	–––––––––– (£ millions)	––––––––––
Adjusted operating profit	415.6	545.5
Depreciation of property and equipment	6.5	9.2
Software and product development amortisation	14.2	24.8
Share-based payments	3.9	5.4
Loss on disposal of other assets	0.1	–
Adjusted share of joint venture and associate results	(0.8)	–
Adjusted EBITDA	–––––––––– 439.5	–––––––––– 584.9
Net capital expenditure	(52.0)	(79.0)
Working capital movement1	6.3	(11.1)
Operating cash flow	–––––––––– 393.8	–––––––––– 494.8
Restructuring and reorganisation	(9.8)	(8.6)
Net interest	(35.0)	(51.8)
Taxation2	(43.3)	(33.5)
Free Cash Flow	–––––––––– 305.7 –––––––––– ––––––––––	–––––––––– 400.9 –––––––––– ––––––––––

1 Working Capital movement above excludes movement on restructuring, reorganisation, acquisition and integration accruals

2 Tax payment for 2017 excludes £11.8 million of tax relating to adjusting item for Penton derivative forward contract gain of £58.9 million

The Informa Group's focus on cash generation led to another year of strong cash conversion in 2017, with operating cash flow of £494.8 million equating to 91 per cent. of adjusted operating profit (2016: 95 per cent.). This was calculated by dividing the operating cash flow (£494.8 million) by the adjusted operating profit (£545.5 million).

In the final year of GAP, net capital expenditure was £79.0 million (2016: £52.0 million) which was equivalent to 4.5 per cent. of 2017 revenue. In 2018, net capital expenditure is expected to be in the range of 3 per cent. to 5 per cent. of revenue, as previously communicated.

The working capital outflow of £11.1 million in 2017 largely relates to timing differences, partly relating to billings for certain events in the Middle East in Global Exhibitions and partly to subscription journal receipts in Academic Publishing.

Net interest paid increased by £16.8 million principally due to the full-year effect of increased borrowings arising from the addition of Penton.

In 2017, the Informa Group paid £33.5 million (2016: £43.3 million) of corporation and similar taxes on profits, together with £11.8 million of tax related to the gain on the derivative forward contract associated with the Penton acquisition.

The following table reconciles net cash inflow from operating activities, as shown in the consolidated cash flow statement, to free cash flow:

	For the year ended 31 December ––––––––––––––––––––––––
	2016	2017
	–––––––––– (£ millions)	––––––––––
Net cash inflow from operating activities	336.3	433.9
Interest received	0.6	0.2
Purchase of property and equipment	(4.6)	(14.7)
Proceeds on disposal of property and equipment	0.6	1.0
Purchase of intangible software assets	(36.5)	(52.2)
Product development cost additions	(11.5)	(13.1)
Add back: Acquisition and integration costs paid	20.8	34.0
Add back: Tax paid on Penton acquisition-related derivative forward contract	– ––––––––––	11.8 ––––––––––
Free Cash Flow	305.7 –––––––––– ––––––––––	400.9 –––––––––– ––––––––––

The following table reconciles net cash inflow from operating activities, as shown in the consolidated cash flow statement, to operating cash flow shown in the free cash flow table above:

	For the year ended 31 December
	–––––––––––––––––––––––– 2016 2017
	–––––––––– (£ millions)	––––––––––
Net cash inflow from operating activities Add back:	336.3	433.9
– Income tax paid before item below	43.3	33.5
– Income tax paid related to Penton acquisition-related gain on derivative forward contract	–	11.8
– Interest paid	35.6	52.0
Cash generated by operations	415.2	531.2
Add back:
– Acquisition & integration costs paid	20.8	34.0
Restructuring & reorganisation costs paid	9.8	8.6
Capex paid	(52.0)	(79.0)
Operating Cash Flow	393.8 ––––––––––	494.8 ––––––––––
Adjusted Operating Profit	415.6 ––––––––––	545.5 ––––––––––
Operating Cash Conversion (per cent.)	94.8 ––––––––––	90.7 ––––––––––
	––––––––––	––––––––––

Year ended 31 December 2016 as compared to year ended 31 December 2015

For a discussion of the Informa Group's cash flows for the year ended 31 December 2016 as compared to the year ended 31 December 2015, please see the paragraph entitled "Cash Flow" on page 63 in the Informa 2016 Annual Report and Accounts incorporated by reference herein.

Year ended 31 December 2015 as compared to year ended 31 December 2014

For a discussion of the Informa Group's cash flows for the year ended 31 December 2015 as compared to the year ended 31 December 2014, please see the paragraph entitled "Cash Flow" on page 58 in the Informa 2015 Annual Report and Accounts incorporated by reference herein.

Free cash flow is a key financial measure of how much cash the Informa business generates from operations and is stated before cash flows arising from business and other asset acquisitions, business disposals, dividends paid and the net cost or proceeds from shares acquired or issued.

The following table reconciles net cash inflow from operating activities to free cash flow for the years ended 31 December 2015, 2016 and 2017.

	For the year ended 31 December ––––––––––––––––––––––––––––––––––––––––
	2015 –––––––––––	2016 –––––––––––	2017 –––––––––––
		(£ millions)
Net cash inflow from operating activities	333.9	336.3	433.9
Interest received and other items	0.7	0.6	0.2
Purchase of property and equipment	(7.2)	(4.6)	(14.7)
Proceeds on disposal of property and equipment	0.4	0.6	1.0
Purchase of intangible software assets	(23.2)	(36.5)	(52.2)
Product development costs additions	(3.5)	(11.5)	(13.1)
Add acquisition and integration costs paid	2.3	20.8	34.0
Add tax paid on Penton acquisition-related derivative
forward contract	– –––––––––––	– –––––––––––	11.8 –––––––––––
Free cash flow	303.4 –––––––––––	305.7 –––––––––––	400.9 –––––––––––
	–––––––––––	–––––––––––	–––––––––––

8. INDEBTEDNESS

The indebtedness of the Informa Group outstanding as of 31 December 2017 was £1,373.1 million. For a discussion of the Informa Group's indebtedness as at 31 December 2017, please see the paragraph entitled "Analysis of Net Debt" in Note 35 of the Informa 2017 Financial Statements incorporated by reference herein.

9. CONTRACTUAL COMMITMENTS AND OFF BALANCE SHEET ARRANGEMENTS

9.1 Contractual Commitments

The following table summarises the Informa Group's contractual obligations, commercial commitments and principal payments scheduled as at 31 December 2017.

Contractual Payments due by period	Total	Less than 1 year	2 – 5 years	More than 5 years
–––––––––––––––––––––––––––––––––––––––––––––––––––	–––––––––––	–––––––––––	––––––––––– (£ millions)	–––––––––––
Long-term debt obligations(1)	1,644.9	337.1	771.8	536.0
Operating leases	132.0	28.3	73.0	30.7
Total(2)	––––––––––– 1,776.9 ––––––––––– –––––––––––	––––––––––– 365.4 ––––– ––––––––––– ––––––	––––––––––– 844.8 ––––––––––– –––––––––––	––––––––––– 566.7 ––––––––––– –––––––––––

(1) This represents the principal portion of long-term borrowings of the Informa Group, and as a result excludes the bank overdrafts due in less than one year. These amounts also exclude future interest payments associated with these borrowings and are gross of borrowing fees of £3.6 million which have already been incurred. In addition, certain of these borrowing agreements include restrictive covenants that require the Informa Group to, amongst other things, maintain certain financial ratios. Any violation of such covenants would potentially result in a change to the timing of these payments.

(2) Certain of these obligations are denominated in currencies other than pounds sterling, and have been translated from foreign currencies into pounds sterling based on the rate in effect at 31 December 2017. As a result, the actual payments will vary based on any change in exchange rates.

In addition, the Informa Group has contingent consideration payments for its share and asset acquisitions, which are based on future business valuations and profit multiples and have been estimated on an acquisition-by-acquisition basis using available data forecasts. Contingent consideration is paid out between one to three years. For the year ending 31 December 2017, the Informa Group had made contingent consideration payments totalling £15.7 million.

For a discussion of the Informa Group's pension liabilities as at 31 December 2017, please see Note 36 entitled "Retirement Benefit Schemes" in the Informa 2017 Financial Statements incorporated by reference herein.

9.2 Off Balance Sheet Arrangements

The Informa Group does not engage in any off-balance sheet arrangements.

10. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK

See note 36 to the Informa 2017 Financial Statements which is incorporated by reference into this document. The financial information incorporated by reference is described in Part VI ("Historical Financial Information Relating to the Informa Group") and Part XIII ("Documents Incorporated by Reference") of this document. In addition, see "Key Factors Affecting the Informa Group's Results of Operations—Foreign Currency Fluctuations and Translation" for a discussion on how the Offer, if completed, could increase the Enlarged Group's exposure to US Dollar/pounds sterling fluctuations.

11. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

See note 3 to the Informa 2017 Financial Statements which is incorporated by reference into this document. The financial information incorporated by reference is described in Part VI ("Historical Financial Information Relating to the Informa Group") and Part XIII ("Documents Incorporated by Reference") of this document.

PART V

OPERATING AND FINANCIAL REVIEW FOR THE UBM GROUP

1. INFORMATION INCORPORATED BY REFERENCE

The operating and financial reviews included in the following documents (as identified in paragraph 2 of this Part V below) are incorporated by reference into this document:

• (i) the UBM 2015 Annual Report and Accounts
• (ii) the UBM 2016 Annual Report and Accounts
• (iii) the UBM 2017 Annual Report and Accounts

2. CROSS-REFERENCE LIST

The following list is intended to enable investors to identify easily the items of information which have been incorporated by reference into this document.

2.1 UBM 2015 Annual Report and Accounts

The page numbers below refer to the relevant pages of the UBM 2015 Annual Report and Accounts:

Page Number(s) 8-11	Section Business Model
15	Market Context
35-37	Principal Risks
38-40	Operating Review
41-47	CFO Financial Review

2.2 UBM 2016 Annual Report and Accounts

The page numbers below refer to the relevant pages of the UBM 2016 Annual Report and Accounts:

Page Number(s) 6-10	Section Business Model
11	Market Context
42-44	Principal Risks
45-55	Operating and Financial Review

2.3 UBM 2017 Annual Report and Accounts

The page numbers below refer to the relevant pages of the UBM 2017 Annual Report and Accounts:

Page Number(s) 4-5	Section At a Glance
6-9	Market Context
32-35	Principal Risks
36-45	Operating and Financial Review

PART VI

HISTORICAL FINANCIAL INFORMATION RELATING TO THE INFORMA GROUP

1. INCORPORATION BY REFERENCE

The Informa Audited Financial Statements, which are available on the Company's website at www.informa.com, together with the unqualified independent audit reports in respect of the Informa Audited Financial Statements, are hereby incorporated by reference into this document.

2. CROSS-REFERENCE LIST

The following list is intended to enable Informa Shareholders to easily identify specific items of financial information which have been incorporated by reference into this document.

2.1 Consolidated audited financial statements for the Company for the financial year ended 31 December 2017 and the unqualified audit report

The page numbers below refer to the relevant pages of the Informa 2017 Financial Statements:

Independent auditor's report to the members of Informa pages 75 to 87
Consolidated income statement for the year ended 31 December 2017	page 3
Consolidated statement of comprehensive income for the year ended
31 December 2017	page 4
Consolidated statement of changes in equity for the year ended
31 December 2017	page 5
Consolidated balance sheet as at 31 December 2017	page 6
Consolidated cash flow statement for the year ended 31 December 2017	page 7
Reconciliation of movement in net debt for the year ended 31 December 2017	page 7
Notes to the consolidated financial statements	pages 8 to 68
Company Balance Sheet as at 31 December 2017	page 69
Notes to the Company Financial Statements for the year ended 31 December 2017 pages 70 to 74

2.2 Consolidated audited financial statements for the Company for the financial year ended 31 December 2016 and the unqualified audit report

The page numbers below refer to the relevant pages of the Informa 2016 Annual Report and Accounts:

Independent auditor's report to the members of Informa pages 112 to 117
Consolidated income statement for the year ended 31 December 2016	page 118
Consolidated statement of comprehensive income for the year ended
31 December 2016	page 119
Consolidated statement of changes in equity for the year ended
31 December 2016	page 120
Consolidated balance sheet as at 31 December 2016	page 121
Consolidated cash flow statement for the year ended 31 December 2016	page 122
Reconciliation of movement in net debt for the year ended 31 December 2016	page 123
Notes to the consolidated financial statements	pages 124 to 192

2.3 Consolidated audited financial statements for the Company for the financial year ended 31 December 2015 and the unqualified audit report

The page numbers below refer to the relevant pages of the Informa 2015 Annual Report and Accounts:

Independent auditor's report to the members of Informa	pages 96 to 101
Consolidated income statement for the year ended 31 December 2015	page 102
Consolidated statement of comprehensive income for the year ended
31 December 2015	page 103
Consolidated statement of changes in equity for the year ended
31 December 2015	page 104
Consolidated balance sheet as at 31 December 2015	page 105
Consolidated cash flow statement for the year ended 31 December 2015	page 106
Reconciliation of movement in net debt for the year ended 31 December 2015	page 107
Notes to the consolidated financial statements pages 108 to 167

PART VII

HISTORICAL FINANCIAL INFORMATION RELATING TO THE UBM GROUP

In this Part VII, unless otherwise stated, references to the "Company" are references to UBM, references to the "Group" are references to the UBM Group (including UBM's interests in joint ventures and associates), and references to "Directors" are references to the UBM Directors.

1. INCORPORATION BY REFERENCE

The historical financial information for the UBM Group set out in this Part VII has been extracted without material adjustment from the consolidated financial statements contained in the UBM 2015 Annual Report and Accounts, the UBM 2016 Annual Report and Accounts or the UBM 2017 Annual Report and Accounts (as applicable). Each of these consolidated financial statements was prepared in accordance with IFRS as adopted by the European Union. Each of these consolidated financial statements was audited by Ernst & Young LLP and the audit report for each such financial year was unqualified. The audit reports in respect of each of these years are incorporated by reference into this Prospectus as set out in Part XIII (Documents Incorporated by Reference) and are available for inspection as provided in paragraph 23 of Part XI (Additional Information).

The historical financial information set out below does not constitute financial statements within the meaning of Section 434 of the CA 2006. Shareholders should read the whole of this document and not rely solely on the summarised information contained in this Part VII (Historical Financial Information Relating to the UBM Group).

	Notes	2017	2016	2015
	–––––––––––	–––––––––––	––––––––––– (£ millions)	–––––––––––
Continuing operations
Revenue	2	1,002.9	863.0	769.9
Other operating income	3.2	9.2	6.9	6.6
Operating expenses	3.3	(719.9)	(637.5)	(581.0)
Exceptional operating items	3.5	(17.1)	(45.5)	(12.0)
Amortisation of intangible assets arising on acquisitions	4.2	(64.5)	(45.1)	(37.9)
Share of post-tax results from joint ventures and associates	4.4	1.4 –––––––––––	10.9 –––––––––––	(0.9) –––––––––––
Group operating profit from continuing operations		212.0 –––––––––––	152.7 –––––––––––	144.7 –––––––––––
Financing income	5.4	––––––––––– 7.8	––––––––––– 3.1	––––––––––– 4.0
Financing expense	5.4	(28.1) –––––––––––	(35.7) –––––––––––	(29.1) –––––––––––
Net financing expense	5.4	(20.3) –––––––––––	(32.6) –––––––––––	(25.1) –––––––––––
Profit before tax from continuing operations		191.7	120.1	119.6
Tax	3.6	(40.0)	(22.8)	(27.3)
Profit for the year from continuing operations		––––––––––– 151.7 –––––––––––	––––––––––– 97.3 –––––––––––	––––––––––– 92.3 –––––––––––
Discontinued operations		–––––––––––	–––––––––––	–––––––––––
Profit for the year from discontinued operations	6.4	7.8	407.2	15.4
Profit for the year		––––––––––– 159.5 –––––––––––	––––––––––– 504.5 –––––––––––	––––––––––– 107.7 –––––––––––
Attributable to:		–––––––––––	–––––––––––	–––––––––––
Owners of the parent entity		146.0	491.5	96.6
Non-controlling interests		13.5	13.0	11.1
		––––––––––– 159.5 –––––––––––	––––––––––– 504.5 –––––––––––	––––––––––– 107.7 –––––––––––
Earnings per share (pence)		–––––––––––	–––––––––––	–––––––––––
Continuing operations – basic	3.7	35.1	20.3p	18.3p
Continuing operations – diluted	3.7	34.8	20.1p	18.2p
Profit for the year – basic	3.7	37.1	118.5p	21.8p
Profit for the year – diluted	3.7	36.8	117.3p	21.7p

2. CONSOLIDATED INCOME STATEMENT

	Notes –––––––––––	2017 –––––––––––	2016 –––––––––––	2015 –––––––––––
			(£ millions)
Group operating profit from continuing operations		212.0	152.7	144.7
Exceptional operating items	3.5	17.1	36.5	14.1
Amortisation of intangible assets arising on acquisitions	4.2	64.5	45.1	37.9
Share of tax on profit in joint ventures and associates		0.6	0.5	0.4
Continuing adjusted operating profit*	2	––––––––––– 294.2	––––––––––– 234.8	––––––––––– 197.1
Discontinued adjusted operating profit*	6.4	–	28.1	48.4
Group adjusted operating profit*	2	––––––––––– 294.2	––––––––––– 262.9	––––––––––– 245.5
Dividends		––––––––––– –––––––––––	––––––––––– –––––––––––	––––––––––– –––––––––––
Special dividend of £nil (2016: 55.3p 2015: nil)	5.8	–	243.7	–
Interim dividend of 5.5p (2016: 5.4p)	5.8	21.6	21.2	23.4
Proposed final dividend of 18.0p (2016: 16.6p)	5.8	70.9	65.3	72.0

* Adjusted Group operating profit represents Group operating profit excluding amortisation of intangible assets arising on acquisitions, exceptional items and share of tax on profit in joint ventures and associates.

3. CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

	Notes	2017	2016	2015
Profit for the year	–––––––––––	––––––––––– 159.5	––––––––––– (£ millions) 504.5	––––––––––– 107.7
Other comprehensive income
Other comprehensive income/(loss) to be reclassified to profit or loss in subsequent periods
Currency translation differences on foreign operations – Group	5.8	(145.9)	203.9	60.5
Net investment hedge	5.8	56.8	(39.0)	(17.5)
Available-for-sale investment	5.8	13.6	1.7	–
Reclassification adjustment for foreign operations	5.8	–	32.6	(2.0)
Income tax relating to components of other comprehensive income	3.6	–	–	–
Currency translation differences on foreign operations –		––––––––––– (75.5)	––––––––––– 199.2	––––––––––– 41.0
joint ventures and associates	4.4	–	(0.3)	(0.3)
		––––––––––– (75.5)	––––––––––– 198.9	––––––––––– 40.7
Other comprehensive income/(loss) not to be reclassified
to profit or loss in subsequent periods
Remeasurement of defined benefit obligation Irrecoverable element of pension surplus	7.2 7.2	39.2 0.2	(43.9) (0.1)	27.6 (0.1)
Income tax relating to components of other comprehensive income	3.6	–	–	–
		––––––––––– 39.4	––––––––––– (44.0)	––––––––––– 27.5
Remeasurement of defined benefit obligation of associates	4.4	(0.6)	(0.9)	(0.8)
		––––––––––– 38.8	––––––––––– (44.9)	––––––––––– 26.7
Other comprehensive income for the year, net of tax		––––––––––– (36.7)	––––––––––– 154.0	––––––––––– 67.4
Total comprehensive income for the year net of tax		––––––––––– 122.8	––––––––––– 658.5	––––––––––– 175.1
Attributable to:		––––––––––– –––––––––––	––––––––––– –––––––––––	––––––––––– –––––––––––
Owners of the parent entity		113.5	639.1	164.4
Non-controlling interests		9.3	19.4	10.7
		––––––––––– 122.8 –––––––––––	––––––––––– 658.5 –––––––––––	––––––––––– 175.1 –––––––––––
		–––––––––––	–––––––––––	–––––––––––

4. CONSOLIDATED STATEMENT OF FINANCIAL POSITION

		31 December –––––––––––	31 December –––––––––––	31 December –––––––––––
	Notes –––––––––––	2017 –––––––––––	2016 (restated)(1) –––––––––––	2015 –––––––––––
			(£ millions)
Assets
Non-current assets
Goodwill	4.1	1,533.0	1,623.6	1,195.3
Intangible assets	4.2	498.4	578.8	371.3
Property, plant and equipment	4.3	39.9	40.6	40.4
Investments in joint ventures and associates	4.4	17.3	16.5	20.2
Available-for-sale investments	6.3	38.1	26.8	–
Trade and other receivables	4.5.1	3.2	1.7	–
Vendor loan note	4.5.2	–	–	5.5
Derivative financial instruments	5.5	3.2	5.4	6.4
Retirement benefit surplus	7.2	4.8	4.9	4.6
Deferred tax asset	3.6	19.7	26.8	18.2
		––––––––––– 2,157.6 ––––––––––– –––––––––––	––––––––––– 2,325.1 ––––––––––– –––––––––––	––––––––––– 1,661.9 ––––––––––– –––––––––––

		31 December	31 December	31 December
	Notes	––––––––––– 2017	––––––––––– 2016 (restated)(1)	––––––––––– 2015
	–––––––––––	–––––––––––	––––––––––– (£ millions)	–––––––––––
Current assets
Trade and other receivables	4.5.1	216.7	228.9	219.4
Cash and cash equivalents	5.2	77.7	84.8	76.5
Vendor loan note	4.5.2	–	–	2.3
Derivative financial instruments	5.5	–	0.2	3.6
Assets of disposal group classified as held for sale	6.4	–	–	166.3
		––––––––––– 294.4	––––––––––– 313.9	––––––––––– 468.1
Total assets		––––––––––– 2,452.0 –––––––––––	––––––––––– 2,639.0 –––––––––––	––––––––––– 2,130.0 –––––––––––
Liabilities		–––––––––––	–––––––––––	–––––––––––
Current liabilities
Current tax liabilities	3.6	52.6	60.9	56.4
Trade and other payables	4.5.3	483.5	521.9	418.8
Provisions	4.6	9.9	21.4	11.6
Borrowings	5.3	3.6	0.5	255.9
Derivative financial instruments	5.5	2.8	3.1	17.0
Liabilities associated with assets of disposal group classified as
held for sale	6.4	– –––––––––––	– –––––––––––	79.1 –––––––––––
		552.4	607.8	838.8
Non-current liabilities		––––––––––– –––––––––––	––––––––––– –––––––––––	––––––––––– –––––––––––
Deferred tax liabilities	3.6	29.5	33.3	7.4
Trade and other payables	4.5.3	7.5	9.2	12.9
Provisions	4.6	9.6	8.5	7.3
Borrowings	5.3	588.3	686.5	313.5
Derivative financial instruments	5.5	4.8	12.7	6.7
Retirement benefit obligation	7.2	10.6	55.5	29.3
		––––––––––– 650.3	––––––––––– 805.7	––––––––––– 377.1
Total liabilities		––––––––––– 1,202.7	––––––––––– 1,413.5	––––––––––– 1,215.9
Equity attributable to owners of the parent entity		––––––––––– –––––––––––	––––––––––– –––––––––––	––––––––––– –––––––––––
Share capital	5.8	44.3	44.3	44.3
Share premium	5.8	536.0	535.3	534.7
Other reserves	5.8	(481.4)	(410.9)	(605.3)
Retained earnings		1,124.3	1,029.5	927.6
Put options over non-controlling interests		(6.6)	(7.8)	(17.5)
Total equity attributable to owners of the parent entity		––––––––––– 1,216.6	––––––––––– 1,190.4	––––––––––– 883.8
Non-controlling interests		32.7	35.1	30.3
Total equity		––––––––––– 1,249.3	––––––––––– 1,225.5	––––––––––– 914.1
Total equity and liabilities		––––––––––– 2,452.0	––––––––––– 2,639.0	––––––––––– 2,130.0
		––––––––––– –––––––––––	––––––––––– –––––––––––	––––––––––– –––––––––––

Note:

⁽¹⁾ The comparative information in the consolidated statement of financial position for the year ended 31 December 2016 has been restated for acquisition accounting adjustments in relation to the Allworld Exhibitions acquisition in accordance with IFRS 3 'Business Combinations' (2008). The impact of the restatement of the 31 December 2016 values is to increase intangible assets, property plan and equipment, provisions and deferred tax liability by £23.0 million, £0.2 million, £0.5 million and £2.4 million respectively with a corresponding decrease in goodwill, trade and other receivables, deferred tax asset, trade and other payables and current tax liability of £20.9 million, £0.8 million, £0.4 million, £0.8 million and £1.0 million respectively. Refer to Note 6.1 of paragraph 7 (Historical Financial Information Relating to the UBM Group) of this Part VII for further details.

5. CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

	Notes	Share capital	Share premium	Other reserves	Retained earnings	over non- controlling interests	Total equity Put options attributable to owners of parent entity	Non- controlling interests –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– ––––––––––	Total equity
					(£ millions)
At 1 January 2017		44.3	535.3	(410.9)	1,029.5	(7.8)	1,190.4	35.1	1,225.5
Profit for the year Other comprehensive		–	–	–	146.0	–	146.0	13.5	159.5
income/(loss)		–	–	(71.3)	38.8	–	(32.5)	(4.2)	(36.7)
Total comprehensive income
for the year		–	–	(71.3)	184.8	–	113.5	9.3	122.8
Equity dividends	5.8	–	–	–	(86.9)	–	(86.9)	–	(86.9)
Non-controlling interest
dividends		–	–	–	–	–	–	(110.0)	(11.0)
Acquisition of non-controlling interests	6.2	–	–	–	(0.5)	1.2	0.7	(0.7)	–
Issued in respect of share
option schemes and other
entitlements	5.8	–	0.7	–	–	–	0.7	–	0.7
Share-based payments	7.3	–	–	–	5.4	–	5.4	–	5.4
Shares awarded by ESOP	5.8	–	–	14.7	(14.7)	–	–	–	–
Own shares purchased by
the Company	5.8	–	–	(13.9)	6.7	–	(7.2)	– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– ––––––––––	(7.2)
At 31 December 2017		44.3	536.0	(481.4)	1,124.3	(6.6)	1,216.6	32.7 –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– ––––––––––	1,249.3
At 1 January 2016		44.3	534.7	(605.3)	927.6	(17.5)	883.8	30.3	914.1
Profit for the year Other comprehensive		–	–	–	491.5	–	491.5	13.0	504.5
income/(loss)		–	–	192.5	(44.9)	–	147.6	6.4	154.0
Total comprehensive income
for the year		–	–	192.5	446.6	–	639.1	19.4	658.5
Equity dividends	5.8	–	–	–	(336.7)	–	(336.7)	–	(336.7)
Non-controlling interest
dividends		–	–	–	–	–	–	(12.2)	(12.2)
Non-controlling interest arising on business
combinations	6.1	–	–	–	–	–	–	1.5	1.5
Acquisition of
non-controlling
interests	6.2	–	–	–	(5.8)	9.7	3.9	(3.9)	–
Issued in respect of share
option schemes and
other entitlements	5.8	–	0.6	–	–	–	0.6	–	0.6
Share-based payments Shares awarded by ESOP	7.3 5.8	– –	– –	– 26.3	6.1 (26.3)	– –	6.1 –	– –	6.1 –
Own shares purchased by
the Company	5.8	–	–	(24.4)	18.0	–	(6.4)	–	(6.4)
At 31 December 2016		44.3	535.3	(410.9)	1,029.5	(7.8)	1,190.4	–––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– 35.1	1,225.5
								–––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– ––––––––––
At 1 January 2015 Profit for the year		44.3 –	533.5 –	(640.1) –	900.0 96.6	(17.5) –	820.2 96.6	26.6 11.1	846.8 107.7
Other comprehensive
income/(loss)		–	–	41.1	26.7	–	67.8	(0.4)	67.4
Total comprehensive income
for the year		–	–	41.1	123.3	–	164.4	10.7	175.1
Equity dividends	5.8	–	–	–	(94.2)	–	(94.2)	–	(94.2)
Non-controlling interest
dividends Non-controlling interest		–	–	–	–	–	–	(9.6)	(9.6)
arising on business
combinations	6.1	–	–	–	–	–	–	2.9	2.9
Acquisition of
non-controlling
interests	6.2	–	–	–	0.3	–	0.3	(0.3)	–
Issued in respect of share
option schemes and other entitlements	5.8	–	1.2	–	–	–	1.2	–	1.2
Share-based payments	7.3	–	–	–	4.0	–	4.0	–	4.0
Shares awarded by ESOP	5.8	–	–	17.1	(17.1)	–	–	–	–
Own shares purchased by
the Company	5.8	–	–	(23.4)	11.3	–	(12.1)	– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– ––––––––––	(12.1)
At 31 December 2015		44.3	534.7	(605.3)	927.6	(17.5)	883.8	30.3 –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– ––––––––––	914.1

6. CONSOLIDATED STATEMENT OF CASH FLOWS

	Notes –––––––––––	2017 –––––––––––	2016 –––––––––––	2015 –––––––––––
			(£ millions)
Cash flows from operating activities
Profit for the year from continuing operations		151.7	97.3	92.3
Profit for the year from discontinued operations	6.4	7.8 –––––––––––	407.2 –––––––––––	15.4 –––––––––––
Profit for the year		159.5	504.5	107.7
Add back:
Exceptional operating items from continuing operations
(excluding fair value adjustments below)		18.2	36.1	13.9
Fair value adjustments to contingent consideration	5.6	(1.1)	0.4	–
Exceptional items relating to discontinued operations	6.4	(7.8)	(382.0)	29.3
Tax	3.6	40.0	25.7	30.0
Amortisation of acquired intangible assets	4.2	64.5	45.1	38.9
Amortisation of website development costs and internally generated software	4.2	8.7	9.5	14.7
Depreciation	4.3	8.7	8.0	10.0
Share of post-tax results from joint ventures
and associates	4.4	(1.4)	(2.1)	(1.5)
Net financing expense	5.4	20.3	32.6	25.1
Other non-cash items		1.1	–	5.6
		––––––––––– 310.7	––––––––––– 277.8	––––––––––– 273.7
Payments against provisions	4.6	(5.4)	(11.9)	(7.8)
Pension deficit contributions		(3.3)	(13.3)	(3.1)
Decrease in trade and other receivables		(1.1)	32.1	20.3
Decrease in trade and other payables		(18.3)	(89.9)	(11.2)
Cash generated from operations		282.6	194.8	271.9
Interest and finance income received		1.8	1.8	5.8
Interest and finance costs paid		(25.6)	(27.0)	(27.1)
Tax paid		(42.2)	(39.1)	(31.0)
Dividends received from joint ventures and associates	4.4	– –––––––––––	0.5 –––––––––––	5.5 –––––––––––
Net cash flows from operating activities		216.6	131.0	225.1
Net cash flows from operating activities – continuing		216.6	110.1	194.2
Net cash flows from operating activities – discontinued		–	20.9	30.9
Cash flows from investing activities
Purchase of property, plant and equipment	4.3	(9.8)	(5.4)	(13.9)
Expenditure on intangible assets Acquisition of interests in subsidiaries, net of	4.2	(11.1)	(6.3)	(14.4)
cash acquired	6.1	(62.6)	(416.2)	(34.7)
Proceeds from repayment of vendor loan note	4.5.2	–	8.7	21.8
Proceeds from sale of investments, joint ventures
and associates	4.4, 6.3	–	17.0	–
Proceeds from sale of businesses, net of cash disposed	6.3	3.3	545.8	0.9
Net cash flows from investing activities		––––––––––– (80.2)	––––––––––– 143.6	––––––––––– (40.3)
Net cash flows from investing activities – continuing		(80.2)	147.5	(35.6)
Net cash flows from investing activities – discontinued		–	(3.9)	(4.7)
Cash flows from financing activities
Proceeds from issuance of ordinary share capital	5.8	0.7	0.6	1.2
Acquisition of non-controlling interests	6.2	(2.2)	(5.8)	–
Dividends paid to shareholders	5.8	(86.9)	(336.7)	(94.2)
Dividends paid to non-controlling interests		(11.0)	(12.2)	(9.6)
Investment in own shares – ESOP	5.8	(7.2)	(6.4)	(12.1)
Proceeds from borrowings	5.1	283.5	324.7	–
Repayment of borrowings	5.1	(323.3)	(250.0)	(62.6)
Net cash flows from financing activities Net cash flows from financing activities – continuing		(146.4) (146.4)	(285.8) (258.9)	(177.3) (150.9)
Net cash flows from financing activities – discontinued		–	(26.9)	(26.4)
		–––––––––––	–––––––––––	–––––––––––
Net (decrease)/increase in cash and cash equivalents		(10.0)	(11.2)	7.5
Net foreign exchange difference Cash and cash equivalents including overdrafts at		(0.2)	12.6	2.3
1 January (including held for sale)		84.3	82.9	73.1
Cash and cash equivalents classified as held for sale	6.4	–	–	(8.3)
		–––––––––––	–––––––––––	–––––––––––
Cash and cash equivalents including overdrafts at 31 December		74.1	84.3	74.6
		––––––––––– –––––––––––	––––––––––– –––––––––––	––––––––––– –––––––––––

7. NOTES TO THE HISTORICAL FINANCIAL INFORMATION RELATING TO THE UBM GROUP

Section 1: Basis of preparation

This section provides general information about the Group and the accounting policies that apply to the consolidated financial statements as a whole. Accounting policies that are specific to a particular note are provided within the note to which it relates. This section also details the new or amended accounting standards adopted during the periods covered as well as the anticipated impact of future changes to accounting standards that are not yet effective.

UBM plc is a public limited company incorporated in Jersey under the Companies (Jersey) Law 1991. The registered office is Ogier House, The Esplanade, St. Helier, JE4 9WG, Jersey. UBM is tax resident in the United Kingdom. The principal activities of the Group are described in Section 2.

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). The consolidated financial statements comply with the Companies (Jersey) Law 1991 and are prepared under the historical cost basis except for derivative financial instruments and hedged items which are measured at fair value.

The consolidated financial statements are presented in pounds sterling, which is the functional currency of the parent company, UBM plc. All amounts are rounded to the nearest £0.1 million unless otherwise indicated.

The accounting policies adopted in the preparation of the consolidated financial statements for the year ended 31 December 2017 are consistent with those used for the previous financial year, except for the adoption of the following new and amended IFRSs.

The following new and amended standards have been adopted in 2017 but they do not impact the consolidated financial statements of the Group:

• Amendments to IAS 12: Recognition of Deferred Tax Asset;
• Amendments to IAS 7: Disclosure Initiative;
• Amendments to IFRS 10 and IAS 28: Sale or Contribution of Assets between an Investor and its Associate or Joint Venture; and
• Annual Improvements 2014-2016:
• IFRS 12: Disclosure of interests in other entities;
• IFRS 1: First-time adoption of IFRS; and
• IAS 28: Investments in associates and joint ventures.

The following new and amended IFRS were adopted in 2016:

Accounting standard –––––––––––––––––––––––	Requirements Impact on financial statements ––––––––––––––––––––––––––––––––––––––––––––––
IAS 19 'Employee Benefits' (amended)	The amendment requires the high-quality corporate bonds used in estimating the discount rate for post-employment benefits to be denominated in the same currency as the benefits to be paid.	––––––––––––––––––––––––––––––––––––––– The amendment does not have a material impact.
	Effective for annual periods beginning on or after 1 January 2016.
IFRS 11 'Joint Arrangements' (amended)	This amendment requires an acquirer of an interest in a joint operation in which the activity constitutes a business to apply all of the business combinations accounting principles in IFRS 3 and other IFRSs, except for those principles that conflict with the guidance in IFRS 11, and disclose the information required by IFRS 3 and other IFRSs for business combinations.	The amendment does not have a material impact.
	Effective for annual periods beginning on or after 1 January 2016.

The following new and amended standards were also adopted in 2016 but they do not impact the consolidated financial statements of the Group:

• IFRS 14: Regulatory Deferral Accounts;
• IAS 16 'Property, Plant and Equipment' (amended) and IAS 38 'Intangible Assets' (amended);
• IAS 27 'Separate Financial Statements' (amended);
• Amendments to IFRS 10, IFRS 12 and IAS 28: Investment Entities: Applying the Consolidation Exception;
• Amendments to IAS 1: Disclosure Initiative;
• Amendments to IAS 16 and IAS 41: Agriculture Bearer Plants; and
• Annual Improvements 2012-2014:
• IFRS 5: Non-current Assets Held for Sale and Discontinued Operations Changes in methods of disposal;
• IFRS 7: Financial Instruments: Disclosures Servicing Contracts;
• IFRS 7: Financial Instruments: Disclosures Applicability of the offsetting disclosures to condensed interim financial statements; and
• IAS 34: Interim Financial Reporting Disclosure of information 'elsewhere in the interim financial report'.

The following new and amended IFRS were issued by the IASB but not yet effective for the year ended 31 December 2015:

Accounting standard –––––––––––––––––––––––––––––––––––	Impact on financial statements ––––––––––––––––––––––––––––––––
IAS 16 'Property, Plant and Equipment' (amended) and AS 38 'Intangible Assets' (amended)	–––––––––––––––––––––––––––––––––––– These amendments clarify that revenue based method of depreciation and amortisation of property, plant and equipment and intangible assets cannot be used. Effective for annual periods beginning on or	The amendment does not have a material impact.
	after 1 January 2016.
IAS 19 'Employee Benefits' (amended)	The amendment requires the high quality corporate bonds used in estimating the discount rate for post-employment benefits to be denominated in the same currency as the benefits to be paid.	The amendment does not have a material impact.
	Effective for annual periods beginning on or after 1 January 2016.
IAS 27 'Separate Financial Statements' (amended)	This amendment reinstates the equity method as an accounting option for investments in subsidiaries, joint ventures and associates in an entity's separate financial statements.	The amendment does not have a material impact.
	Effective for annual periods beginning on or after 1 January 2016.
IFRS 9 'Financial Instruments'	Financial assets will be measured at amortised cost or fair value. Liabilities will be measured in accordance with the existing requirements of IAS 39, but the portion of the change in fair value of a liability arising from changes in the entity's own credit risk will be presented in other comprehensive income, rather than in the income statement.	The amendment does not have a material impact.
	Effective for annual periods beginning on or after 1 January 2018.
IFRS 11 'Joint Arrangement' (amended)	This amendment requires an acquirer of an interest in a joint operation in which the activity constitutes a business to apply all of the business combinations accounting principles in IFRS 3 and other IFRSs, except for those principles that conflict with the guidance in IFRS 11, and disclose the information required by IFRS 3 and other IFRSs for business combinations.	The amendment does not have a material impact.
	Effective for annual periods beginning on or after 1 January 2016.
IFRS 15 'Revenue Recognition'	IFRS 15 applies to all contracts with customers excluding those covered by other IFRS's such as lease contracts, insurance contracts, and financial instruments. Core principle of the standard:	The Group has performed an assessment of the impact of this standard. Adoption of the standard will not have a material impact on the statement of comprehensive income.
	Recognise revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.	The impact on the net assets in the statement of financial position will not be material but will include a reclassification between deferred revenue and trade receivables
	Effective for annual periods beginning on or after 1 January 2018.

The following new and amended standards will be adopted by the Group from 1 January 2016 and will not impact the consolidated financial statements of the Group:

• IFRS 14 Regulatory Deferral Accounts;

• Amendments to IFRS 10, IFRS 12 and IAS 28 Investment Entities: Applying the Consolidation Exception;

• Amendments to IAS 1 Disclosure Initiative;

• Amendments to IAS 16 and IAS 41 Agriculture Bearer Plants; and
• Annual Improvements 2012-2014:
• IFRS 5 Non-current Assets Held for Sale and Discontinued Operations Changes in methods of disposal
• IFRS 7 Financial Instruments: Disclosures Servicing Contracts
• IFRS 7 Financial Instruments: Disclosures Applicability of the offsetting disclosures to condensed interim financial statements
• IAS 34 Interim Financial Reporting Disclosure of information 'elsewhere in the interim financial report'.

Discontinued operations

The sale of the PR Newswire businesses (PR Newswire) to Cision, a business controlled by GTCR Canyon Holdings (Cayman), L.P., completed on 16 June 2016 for \$841 million comprising \$810 million in cash and \$31 million of preferred equity (on a fair value basis at that date). The preferred equity constitutes 400,000 Class A limited partnership units in the purchaser parent with a par value of \$40 million and interest coupon of 8 per cent. Having been subject to further regulatory clearance, the sale of the PR Newswire China business completed on 30 September 2016. PR Newswire is classified as discontinued for all periods presented in these consolidated financial statements. As the disposal was announced on 15 December 2015 it was classified as held for sale at 31 December 2015. These businesses constituted the entire PR Newswire operating segment.

In the year ended 31 December 2017, the Group recognised an additional £7.8 million gain on disposal of PR Newswire primarily due to the release of warranties and indemnities which were originally recognised in accordance with specific clauses in the sale agreement. This gain has been recognised as an exceptional item for discontinued operations in the year ended 31 December 2017. The gain has a 2.0 pence impact on basic and diluted earnings per share and no cash flow effect.

Restated information

The financial information for the year ended December 2016 has been restated for acquisition accounting adjustments in relation to the Allworld Exhibitions acquisition in accordance with IFRS 3 'Business Combinations' (2008). The impact of the restatement of the 31 December 2016 values is to increase intangible assets, property plant and equipment provisions and deferred tax liability by £23.0 million, £0.2 million, £0.5 million and £2.4 million respectively with a corresponding decrease in goodwill, trade and other receivables, deferred tax asset, trade and other payables and current tax liability of £20.9 million, £0.8 million, £0.4 million, £0.8 million and £1.0 million respectively. Refer to Note 6.1 for further details.

Going concern

After making enquiries, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. The consolidated financial statements are therefore prepared on a going concern basis.

Basis of consolidation

The consolidated financial statements comprise those of the Group and include the Group's interests in joint ventures and associates.

Subsidiaries

Subsidiaries are entities that are directly or indirectly controlled by the Group. The Group controls an entity when it has the rights to variable returns and has the ability to affect those returns through power over the entity. Subsidiaries are consolidated from the date on which the Group obtains control and continue to be consolidated until the date when such control ceases.

The financial statements of material subsidiaries are prepared for the same reporting period as the Company, using consistent accounting policies. All intra-group balances and transactions are eliminated in full. With effect from 1 January 2010, total comprehensive income within a subsidiary is attributed to the noncontrolling interest even if it results in a deficit balance.

Joint ventures and associates

Joint ventures are joint arrangements in which the Group has the rights to the net assets through joint control with a third party. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require the unanimous consent of the parties sharing control. Associates are entities in which the Group has significant influence through the power to participate in the financial and operating policy decisions of the investee and which are neither subsidiaries nor joint ventures.

The Group accounts for its interests in joint ventures and associates using the equity method. Under the equity method, the investment in the joint venture or associate is initially measured at cost. The carrying amount of the investment is adjusted to recognise changes in the Group's share of net assets of the entity since the acquisition date. Goodwill relating to the entity is included in the carrying amount of the investment and is neither amortised nor individually tested for impairment. The income statement reflects the Group's share of the results of operations of the entity. The statement of comprehensive income includes the Group's share of any other comprehensive income recognised by the joint venture or associate. All unrealised gains and losses resulting from transactions with joint ventures and associates are eliminated in full.

These investments are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount.

Dividend income is recognised when the right to receive the payment is established.

Foreign currencies

Transactions in foreign currencies are initially recorded by Group entities in their respective functional currency using the spot rate at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rate of exchange prevailing at the reporting date. Differences arising on the settlement or translation of monetary items are recognised in profit or loss.

On consolidation, the assets and liabilities of foreign operations are translated into sterling at the rate of exchange prevailing at the reporting date. Income and expenses are translated at the average exchange rate prevailing in the month in which the transactions occurred. The exchange differences arising on translation for consolidation are recognised in other comprehensive income and are shown as a separate component of equity, which was reset to zero on first time adoption of IFRS. Exchange differences arising on the settlement or translation of monetary items designated as a hedge of the Group's net investment in a foreign operation are also recognised in other comprehensive income. On disposal of a foreign operation, the accumulated amount of other comprehensive income held in a separate component of equity relating to that foreign operation is reclassified from other comprehensive income to profit or loss, along with the cumulative amount of exchange recognised in relation to hedging instruments.

Significant accounting judgements and estimates

The preparation of the Group's consolidated financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of expenses, assets and liabilities and the accompanying disclosures. Uncertainty about the assumptions and estimates could result in outcomes which differ from the estimates.

The judgements made in the process of applying the Group's accounting policies that have the most significant effect on amounts recognised in the financial statements relate to:

• Unrecognised deferred tax assets (Note 3.6)
• The identification of cash generating units and assumptions used in the impairment testing of goodwill (Note 4.1)
• The measurement of retirement benefit obligations (Note 7.2)
• The identification of intangible assets acquired in business combinations (Note 6.1)

The key areas of estimation uncertainty at the reporting date that could have a material effect on the carrying amounts of assets and liabilities within the next financial year relate to:

• Current tax liabilities (Note 3.6)
• Forecast cash flows used in annual impairment testing of goodwill (Note 4.1)
• Provisions, including warranty provisions (Note 4.6)

New and amended IFRSs issued by the IASB but not yet effective for the year ended 31 December 2017

The following new and amended IFRSs may have an impact on the Group's consolidated financial statements:

Accounting standard –––––––––––––––––––––––––	Requirements –––––––––––––––––––––––––––––––––––	Impact on financial statements ––––––––––––––––––––––––––––––––
IFRS 9 'Financial Instruments'	Financial assets will be measured at amortised cost or fair value. Liabilities will be measured in accordance with the existing requirements of IAS 39, but the portion of the	The Group has performed an assessment of the impact of this standard.
	change in fair value of a liability arising from changes in the entity's own credit risk will be presented in other comprehensive income, rather than in the income statement.	Following adoption of the standard, increased disclosures on hedging will be required, otherwise implementation will not have a material impact.
	Effective for annual periods beginning on or after 1 January 2018.
IFRS 15 'Revenue Recognition'	IFRS 15 applies to all contracts with customers excluding those covered by other IFRSs such as lease contracts, insurance contracts, and financial instruments.	The Group has performed an assessment of the impact of this standard. Adoption of the standard will not have a material impact on the statement of comprehensive income. The impact on the net assets in the statement of financial position will not be material but will include a reclassification between deferred revenue and trade receivables.
	Core principle of the standard:
	Recognise revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.
	Effective for annual periods beginning on or after 1 January 2018.
Amendments to IFRS 2 'Share Based Payments'	The amendment addresses three main areas: the effects of vesting conditions on the measurement of a cash-settled share-based payment transaction; the classification of a share-based payment transaction with net settlement features for withholding tax obligations; and accounting where a modification to the terms and conditions of a share-based payment transaction changes its classification from cash settled to equity settled.	The Group has performed an assessment of this standard. The Group do not have significant share based payment transactions which would be impacted by the amendments therefore adoption will not have a material impact.
	Effective for annual periods beginning on or

after 1 January 2018.

IFRS 16 'Leases'

IFRS 16 specifies how an IFRS reporter will recognise, measure, present and disclose leases. The standard provides a single lessee accounting model, requiring lessees to recognise assets and liabilities for all leases unless the lease term is 12 months or less or the underlying asset has a low value. Lessors continue to classify leases as operating or finance, with IFRS 16's approach to lessor accounting substantially unchanged from its predecessor, IAS 17.

Accounting standard Requirements Impact on financial statements –––––––––––––––––––––––––––––––––––– ––––––––––––––––––––––––––––––––––– –––––––––––––––––––––––––––––––– The Group is currently performing an assessment of this standard. It is expected to have a material impact on

the statement of financial position as it will result in the Group recognising assets and lease liabilities. The asset will be depreciated, and interest charged on the lease liabilities, which replaces the rental cost previously recognised in the income statement. This may initially result in the Group recognising a higher lease expense than operating rental cost. It is not expected to have a material impact on the income statement but the exact value will depend on the leases held in the future. The current level of operating leases held by the Group is disclosed in Note 3.4.

Effective for annual periods beginning on or after 1 January 2019.

The following new and amended standards will be adopted by the Group from 1 January 2018 and will not impact the consolidated financial statements of the Group:

• Amendments to IFRS 1: First time adoption of IFRS regarding IFRS 7, IAS 19 and IFRS 10;
• Amendments to IAS 28: Investment in associates and joint ventures; and
• IFRIC 22: Foreign currency transactions and advance consideration.

Section 2: Segment information

Operating segments

The Group considers that operating segments presented on a products and services basis are the most appropriate way to demonstrate the performance of the Group. This is consistent with the internal reporting provided to the Group Chief Executive Officer and the Group Chief Financial Officer, together the chief operating decision maker ("CODM"), and reflects the way in which resources are allocated.

For the year ended 31 December 2017, the CODM considered there to be two operating segments:

• Events which provide face-to-face interaction in the form of exhibitions, tradeshows, conferences and other live events; and
• Other Marketing Services which publish magazines and trade press to specialist markets either online or in print; as well as providing sponsorships and banner advertising and online directory and data products.

For the years ended 31 December 2015 and 31 December 2016, the CODM considered there to be four operating segments:

• Events which provide face-to-face interaction in the form of exhibitions, tradeshows, conferences and other live events;
• Marketing Services online which provide website sponsorships and banner advertising as well as online directory and data products;
• Marketing Services print which publishes magazines and trade press to specialist markets; and
• PR Newswire which provides communications products and services to professionals working in marketing, public relations, corporate communications or investor relations roles – distributing messages, identifying target audiences and monitoring the impact.

As detailed in Section 1, the PR Newswire businesses which comprise the PR Newswire operating segment have been reported as discontinued operations as at 31 December 2016 and 31 December 2015.

Market Services, Online and Marketing Services and Print segments have been aggregated to form one reportable segment 'OMS'. The products are similar with shared revenue characteristics (subscriptions, advertising and directories) and the production of material is the same, only the delivery method differs as online or printed. The two operating segments have similar economic characteristics and meet the aggregation criteria defined in IFRS 8 'Operating Segments'.

Segment measures

The CODM assesses the performance of the operating segments and the allocation of resources using revenue and adjusted operating profit. Adjusted operating profit is IFRS operating profit excluding amortisation of intangible assets arising on acquisitions, exceptional items and share of tax on results of joint ventures and associates.

Finance income/expense and tax are not allocated to operating segments and are reported to the CODM only in aggregate.

Segment assets and liabilities are not reported to the CODM.

Transactions between segments are measured on the basis of prices that would apply to third-party transactions.

Year ended 31 December 2017

		Other Marketing Corporate
	Events –––––––––––	Services –––––––––––	Costs –––––––––––	Total –––––––––––
			(£ millions)
Revenue
Total segment revenue	866.4	136.5	–	1,002.9
Intersegment revenue	– –––––––––––	– –––––––––––	– –––––––––––	– –––––––––––
External revenue	866.4	136.5	–	1,002.9
Result	–––––––––––	–––––––––––	–––––––––––	–––––––––––
Depreciation and amortisation of website development
costs and internally generated software	(14.7)	(2.3)	(0.4)	(17.4)
Share of pre-tax results from joint ventures
and associates	0.7	–	1.3	2.0
Segment adjusted operating profit	295.6	19.4	(20.8)	294.2
Amortisation of intangible assets arising on	–––––––––––	–––––––––––	–––––––––––	–––––––––––
acquisitions				(64.5)
Exceptional operating items – continuing				(17.1)
Share of tax on profit in joint ventures and associates				(0.6)
Group operating profit				––––––––––– 212.0
Net financing expense				(25.4)
Exceptional items relating to net financing expense				(5.1)
Profit before tax				––––––––––– 191.7
Exceptional operating items – discontinued				––––––––––– (40.0)
Tax				7.8
Profit for the year				––––––––––– 159.5
				––––––––––– –––––––––––

Within Corporate Costs, non-recurring credits amount to £4.3 million relating to pension credits.

Year ended 31 December 2016

	Events	Other Marketing Services	Corporate Costs	Continuing total	PR Newswire discontinued operations	Total
	–––––––––––	–––––––––––	––––––––––– (£ millions)	–––––––––––	–––––––––––	–––––––––––
Revenue
Total segment revenue	712.6	151.4	–	864.0	103.2	967.2
Intersegment revenue	(1.0) –––––––––––	– –––––––––––	– –––––––––––	(1.0) –––––––––––	(0.2) –––––––––––	(1.2) –––––––––––
External revenue	711.6	151.4	–	863.0	103.0	966.0
Result	–––––––––––	–––––––––––	–––––––––––	–––––––––––	–––––––––––	–––––––––––
Depreciation and amortisation of website development costs and
internally generated software	(13.9)	(2.9)	(0.7)	(17.5)	–	(17.5)
Share of pre-tax results from joint
ventures and associates	0.2	–	2.2	2.4	0.2	2.6
Segment adjusted operating profit	229.1 –––––––––––	24.1 –––––––––––	(18.4) –––––––––––	234.8 –––––––––––	28.1 –––––––––––	262.9 –––––––––––
Amortisation of intangible assets
arising on acquisitions				(45.1)	–	(45.1)
Exceptional operating items				(36.5)	382.0	345.5
Share of tax on profit in joint
ventures and associates				(0.5) –––––––––––	– –––––––––––	(0.5) –––––––––––
Group operating profit				152.7	410.1	562.8
Net financing expense				(25.5)	–	(25.5)
Exceptional items relating to net
financing expense				(7.1) –––––––––––	– –––––––––––	(7.1) –––––––––––
Profit before tax				120.1 –––––––––––	410.1 –––––––––––	530.2 –––––––––––
Exceptional tax items				(14.2)	(1.1)	(15.3)
Tax				(8.6) –––––––––––	(1.8) –––––––––––	(10.4) –––––––––––
Profit for the year				97.3 ––––––––––– –––––––––––	407.2 ––––––––––– –––––––––––	504.5 ––––––––––– –––––––––––

Year ended 31 December 2015

	Events –––––––––––	Other Marketing Services –––––––––––	Corporate Costs –––––––––––	Continuing total –––––––––––	PR Newswire discontinued operations –––––––––––	Total –––––––––––
				(£ millions)
Revenue
Total segment revenue	635.0	139.3	–	774.3	205.4	979.7
Intersegment revenue	(4.4)	–	–	(4.4)	(0.7)	(5.1)
External revenue	––––––––––– 630.6 –––––––––––	––––––––––– 139.3 –––––––––––	––––––––––– – –––––––––––	––––––––––– 769.9 –––––––––––	––––––––––– 204.7 –––––––––––	––––––––––– 974.6 –––––––––––
Result	–––––––––––	–––––––––––	–––––––––––	–––––––––––	–––––––––––	–––––––––––
Depreciation and amortisation of website development costs and
internally generated software	(13.9)	(3.0)	(1.1)	(18.0)	(6.7)	(24.7)
Share of pre-tax results from joint
ventures and associates	0.3	–	1.3	1.6	0.3	1.9
Segment adjusted operating profit	202.5 –––––––––––	17.7 –––––––––––	(23.1) –––––––––––	197.1 –––––––––––	48.4 –––––––––––	245.5 –––––––––––
Amortisation of intangible assets
arising on acquisitions				(37.9)	(1.0)	(38.9)
Exceptional operating items				(14.1)	(29.3)	(43.4)
Share of tax on profit in joint ventures and associates				(0.4)	–	(0.4)
				–––––––––––	–––––––––––	–––––––––––
Group operating profit				144.7	18.1	162.8
Net financing expense				(26.2)	–	(26.2)
Exceptional items relating to net financing expense				1.1	–	1.1
Profit before tax				––––––––––– 119.6	––––––––––– 18.1	––––––––––– 137.7
Tax				(27.3)	(2.7)	(30.0)
Profit for the year				––––––––––– 92.3 ––––––––––– –––––––––––	––––––––––– 15.4 ––––––––––– –––––––––––	––––––––––– 107.7 ––––––––––– –––––––––––

Total corporate costs for 2016 were £25.6 million (2015: £23.9 million). Corporate costs were offset by internal cost recoveries, and share of pre-tax results from joint ventures and associates of £1.5 million (2015: £1.3 million). Non-recurring credits of £5.7 million include one-off pension credits of £5.0 million as detailed in note 7.2, and £0.7 million income from a disposed associate. (2015: £0.5 million one-off cost in relation to the implementation of the Events First strategy).

Geographic information

Revenue is allocated to countries based on the location where the products and services are provided. Noncurrent assets are allocated to countries based on the location of the businesses to which the assets relate.

Continuing revenue ––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– –––––––––––	2017	2016 –––––––––––	2015 –––––––––––
		(£ millions)
United Kingdom	61.4	69.0	72.5
Foreign countries
United States and Canada	419.1	404.7	345.6
Continental Europe	89.1	66.6	61.7
China (including Hong Kong)	257.5	218.6	195.7
Emerging Markets1	151.1	83.6	79.7
Rest of the world	24.7	20.5	14.7
	––––––––––– 941.5	––––––––––– 794.0	––––––––––– 697.4
External revenue	––––––––––– 1,002.9 ––––––––––– –––––––––––	––––––––––– 863.0 ––––––––––– –––––––––––	––––––––––– 769.9 ––––––––––– –––––––––––

1 Emerging Markets comprise the non-G10 countries – most notably for the Group: Brazil, India, Indonesia, Malaysia, Mexico, Singapore, Thailand and Turkey.

There are no revenues derived from a single external customer which are significant.

2017	2016	2015
	(£ millions)	––––––––––
333.5	300.5	357.4
1,289.6	1,470.7	1,100.3
13.0	12.5	10.9
127.2	115.4	36.4
320.2	382.3	116.2
43.2	4.9	6.0
1,793.2	1,985.8	–––––––––– 1,269.8 ––––––––––
2,126.7	2,286.3	1,627.2 –––––––––– ––––––––––
	–––––––––– –––––––––– –––––––––– –––––––––– ––––––––––	–––––––––– –––––––––– –––––––––– –––––––––– ––––––––––

Non-current assets for this purpose consist of goodwill, intangible assets, property, plant and equipment, investments in joint ventures and associates and available-for-sale investments.

The following non-current assets are not included: deferred tax assets, pension benefit surplus, derivative financial instruments and non-current trade and other receivables.

Section 3: Operating profit and tax

Section 3 contains financial statement notes that relate to the results and performance of the Group during the year, along with the related accounting policies which have been applied.

3.1 Revenue

Accounting policy

Revenue is measured at the fair value of the consideration received or receivable for the sale of goods and services, net of trade discounts, VAT and other sales-related taxes.

Events: Revenue from exhibitions, tradeshows, conferences and other live events is recognised on completion of the event. Advance deposits from exhibitors and other participants are recognised as deferred revenue in the statement of financial position until completion of the event.

Other Marketing Services: Advertising revenue from website sponsorships, banner advertising and online directories is recognised on a straight line basis over the life of the services for online products and on publication of the advertisement for print products. For single/discrete services, revenue is recognised at the point of delivery. Revenue from subscriptions to online services, magazines and trade press is recognised on a straight line basis over the life of the subscription.

PR Newswire: Revenue from the distribution of media releases and other company information was recognised on message transmission. Revenue from subscriptions for services was recognised on a straight line basis over the life of the subscription.

3.2 Other operating income

2017	2016	2015
		––––––––––
		3.9
6.7	4.4	2.7
9.2	6.9	–––––––––– 6.6 –––––––––– ––––––––––
	–––––––––– 2.5 –––––––––– –––––––––– ––––––––––	–––––––––– (£ millions) 2.5 –––––––––– –––––––––– ––––––––––

3.3 Operating expenses

Operating expenses (with the exception of employee costs) directly relating to the production of exhibitions, tradeshows, conferences and other live events are recognised on completion of the event in line with revenue recognition. These expenses are treated as prepayments in the statement of financial position until recognition in the income statement.

Included in continuing operating expenses:

	2017 ––––––––––	2016 ––––––––––	2015 ––––––––––
		(£ millions)
Employee costs (Note 7.1)	250.7	232.9	221.9
Amortisation of website development costs and internally generated or
purchased software (Note 4.2)	8.7	9.5	10.4
Depreciation (Note 4.3)	8.7	8.0	7.6
Disposal losses (Note 6.3)	–	–	0.6
Cost of inventories recognised as expense	2.3	2.6	2.3
Auditor's remuneration	2.0	2.0	3.2
Minimum lease payments recognised as an operating lease expense	15.2	15.6	13.4
Fees payable to the Company's auditor for the audit of the Company's
annual accounts	0.9	0.8	0.6
Fees payable to the Company's auditor and its associates for other services:
Audit of the Company's subsidiaries pursuant to legislation	0.9	0.9	1.0
Audit-related assurance services	0.2	0.1	0.9
Other assurance services	–	0.1	–
Other assurance services relating to corporate finance transactions	–	–	0.6
Tax services – compliance	–	0.1	0.1
Total auditor's remuneration	–––––––––– 2.0 –––––––––– ––––––––––	–––––––––– 2.0 –––––––––– ––––––––––	–––––––––– 3.2 –––––––––– ––––––––––

3.4 Operating leases

Group as lessee

Accounting policy

Operating lease payments are recognised as an expense in the income statement on a straight line basis over the lease term.

Minimum lease payments

Operating leases have varying terms, incentives, escalation clauses and renewal rights. The future minimum lease payments payable under non-cancellable operating leases are as follows:

	Land and buildings	Other	Land and buildings	Other	Land and buildings	Other
	––––––––––– 2017	––––––––––– 2017	––––––––––– 2016	––––––––––– 2016	––––––––––– 2015	––––––––––– 2015
	–––––––––––	–––––––––––	––––––––––– (£ millions)	–––––––––––	–––––––––––	–––––––––––
Within one year Later than one year and not later	16.3	0.1	13.5	0.4	10.7	0.1
than five years	46.1	0.2	42.4	0.1	44.1	0.2
Later than five years	38.2	–	43.5	–	56.3	–
	––––––––––– 100.6 ––––––––––– –––––––––––	––––––––––– 0.3 ––––––––––– –––––––––––	––––––––––– 99.4 ––––––––––– –––––––––––	––––––––––– 0.5 ––––––––––– –––––––––––	––––––––––– 111.1 ––––––––––– –––––––––––	––––––––––– 0.3 ––––––––––– –––––––––––

Group as lessor

Accounting policy

Rental income arising from operating leases is recognised on a straight line basis over the lease term. Initial direct costs incurred in negotiating an operating lease are added to the carrying amount of the leased asset and recognised over the lease term on the same basis as rental income.

Minimum lease receipts

The Group has entered into commercial property leases under non-cancellable operating lease agreements. The leases have remaining terms of between three and twelve years, with varying incentives, escalation clauses and renewal rights. The future minimum lease receipts under noncancellable operating leases are as follows:

	2017	2016	2015
	––––––––––	––––––––––	––––––––––
		(£ millions)
Within one year	2.0	2.2	1.8
Later than one year and not later than five years	5.5	6.5	7.6
Later than five years	5.2	6.2	7.3
	––––––––––	––––––––––	––––––––––
	12.7	14.9	16.7
	––––––––––	––––––––––	––––––––––
	––––––––––	––––––––––	––––––––––

3.5 Exceptional operating items

Certain items are recognised as exceptional items since, due to their nature or infrequency, such presentation is relevant to an understanding of the Group's financial statements. These items are not part of the Group's normal ongoing operations and are excluded from the Group's adjusted operating profit measure. They typically relate to costs associated with acquisitions, gains or losses on disposal of investments, material restructuring costs and impairments. Exceptional items are considered individually and assessed each reporting period.

(Charged)/credited to continuing operating profit	2017	2016	2015
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––	––––––––––	–––––––––– (£ millions)	––––––––––
Advanstar integration costs	(8.0)	(8.1)	(8.7)
Business Journals Inc. integration costs	(3.1)	(3.2)	–
Allworld integration costs	(5.1)	–	–
Acquisition costs on Allworld Exhibitions	(1.9)	(4.7)	–
Acquisition costs on Advanstar	–	–	(0.6)
Acquisition costs on other business combinations	(0.3)	(2.0)	(0.6)
Changes in estimates of contingent consideration	1.1 ––––––––––	(0.4) ––––––––––	(0.2) ––––––––––
Exceptional items relating to acquisitions	(17.3)	(18.4)	(10.1)
Gain on disposal of investment	–	11.2	–
Gain on joint venture previously impaired (note 4.4)	–	–	2.1
Loss on disposal of Ecobuild (note 6.3)	–	(35.1)	–
Gain on disposal of non-core businesses (note 6.3)	2.6 ––––––––––	9.2 ––––––––––	– ––––––––––
Exceptional items relating to disposal of investments	2.6	(14.7)	2.1
Impairment of goodwill and intangible assets (note 4.1 and note 4.2)	–	(3.4)	(1.9)
Impairment of joint ventures and associates (note 4.4)	–	–	(4.2)
Impairment charge	–––––––––– –	–––––––––– (3.4)	–––––––––– (6.1)
Transaction costs	–––––––––– (2.4)	–––––––––– –	–––––––––– –
Total charged to continuing operating profit	–––––––––– (17.1) –––––––––– ––––––––––	–––––––––– (36.5) –––––––––– ––––––––––	–––––––––– (14.1) –––––––––– ––––––––––

Total cash paid for exceptional expenses during the year ended 31 December 2017 amounted to £18.0 million.

Acquisition costs

Total acquisition costs in 2017 of £2.2 million have been expensed as exceptional items and relate mainly to due diligence and professional fees paid to various advisors. Of these, £1.9 million relate to the acquisition of Allworld Exhibitions, and £0.3 million relate to fees incurred for the acquisitions of Marmara, AMA Research, Green Thinking Services and The Aesthetic Show (Note 6.1).

Total acquisition costs in 2016 of £6.7 million have been expensed as exceptional items and relate mainly to due diligence and professional fees paid to various advisers. Of these, £4.7 million relate to the acquisition of Allworld Exhibitions, and £2.0 million relate to fees incurred for the acquisitions of Business Journals Inc., Content Marketing Institute, The Battery Show and Secon (note 6.1).

In the year ended 31 December 2015, the Group made significant progress in the integration of Advanstar and incurred exceptional costs of £8.7 million relating to redundancy (£4.6 million), property consolidations (£1.3 million), finance system integration costs (£1.3 million) and other items (£1.5 million). This spend is included in the estimated integration costs of \$33 million announced on completion of the acquisition. Acquisition costs of £0.6 million have been expensed as exceptional items relating to the acquisition of Advanstar and a further £0.6 million expensed in relation to other acquisitions. These relate mainly to due diligence and professional fees paid to various advisors. An exceptional charge of £0.2 million was recognized relating to revised contingent consideration estimates for prior year acquisitions.

Advanstar and Business Journals Inc (BJI) integration costs

The integration costs incurred in 2017 related to operational and financial integration into the Americas business, alignment and migration of processes and termination of venue contracts. The transitions are complete and both Advanstar and BJI are integrated into the Americas division and no further costs are expected.

The Advanstar integration costs incurred in 2016 relate to the integration of the finance systems onto the Oracle platform and alignment and migration of finance processes.

The costs associated with the integration of BJI in 2016 are estimated to be \$10 million in total. The costs in 2016 are predominantly in respect of venue contracts and system integration.

Allworld integration costs

Integration costs of £5.1 million have been incurred in 2017 and primarily relate to restructuring costs and consultancy fees in preparation and execution of the operational and finance integrations. Total integration costs of \$20 million are expected to be incurred over the next two years.

Gain on disposal of business

Following the disposal of the Customer Tech and Care show businesses in 2017, the Group recognised a gain on disposal of £2.6 million.

Exceptional items relating to disposal of investments

The Group received £2.1 million from the sale of Janus SAS in 2016, a French business which the Group exited five years ago, retaining a 9.5 per cent. investment. The gain on disposal of £2.2 million has been reported as exceptional income as the investment value and associate vendor loan note were impaired in 2013.

In 2016, the gain on disposal of associates and gain on disposal of non-core businesses includes £9.0 million in relation to the disposal of Light Reading and £9.2 million in relation to the electronics media portfolio, respectively.

A loss on disposal of £35.1 million was recognised on the disposal of Ecobuild in 2016, primarily representing a £36.1 million write-off of goodwill and intangible assets under a fair value less costs to sell valuation. The assets had previously been carried at value in use as part of the EMEA Events portfolio, as permitted under IAS36 'Impairment of Assets'.

Exceptional items in joint ventures and associates

A dividend of £2.1 million was received during the year ended 31 December 2015 from a joint venture which was previously impaired to nil. As a result, the income for that year has been recognized as an exceptional item.

Transaction costs

The transaction costs in 2017 were incurred in relation to the offer made by Informa Plc for the Group. Further costs are expected to be incurred during 2018.

Impairment

The impairment charge in 2016 of £3.4 million reduces the net assets of UBM Index Trade Fairs Private Limited to fair value less costs to sell, reflecting the disposal agreement entered in to on 27 January 2017. £3.3 million relates to goodwill and £0.1 million to intangible assets, held in the Events segment.

In the year ended 31 December 2015, the Group reviewed the carrying value of goodwill and intangible assets in light of current trading conditions and future outlook. As a result of this review, an impairment charge of £1.9 million has been recognised for goodwill in the Americas Print cash generating unit. The Group has recognised a re-measurement loss of £6.2 million on its initial 40 per cent. shareholding of eMedia Asia Limited during the year offset by £2.0 million reclassification adjustment of foreign exchange previously recognised in other comprehensive income. The Group acquired the remaining 60 per cent. on 30 June 2015 and used the purchase price as an estimate for the fair value of the initial shareholding.

A tax charge in 2016 of £1.1 million has been recognised in relation to the disposal of the electronics media portfolio. There is no other tax recognised in respect of the exceptional items reported above.

3.6 Tax

This note details the accounting policies applied for tax, the current and deferred tax charges or credits in the year, a reconciliation of total tax expense to the accounting profit and the movements in deferred tax assets and liabilities.

Accounting policy

Current tax for the current and prior periods is recognised, to the extent unpaid, as a liability at the amount expected to be paid to the taxation authorities. The tax liabilities are measured using tax rates enacted or substantively enacted at the balance sheet date.

Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. Deferred tax is provided on temporary differences arising on investments in subsidiaries, except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future. However, deferred tax is not recognised on temporary differences arising from initial recognition of goodwill or of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred tax is measured using tax rates enacted or substantively enacted at the balance sheet date.

Deferred tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary difference can be utilised.

Current tax expense and deferred tax expense are recognised in the income statement except to the extent they arise from a transaction or event recognised in other comprehensive income or directly in equity. Any such tax expense is recognised in other comprehensive income or in equity respectively.

The Group is a multinational group with tax liabilities arising in many geographical locations. This inherently leads to complexity in the Group's tax structure. Therefore the calculation of the Group's current tax liabilities and tax expense necessarily involves a degree of estimation and judgement in respect of items whose tax treatment cannot be finally determined until resolution has been reached with the relevant tax authority or, as appropriate, through a formal legal process. The resolution of issues is not always within the control of the Group and issues can, and often do, take many years to resolve. The tax liabilities recognised in the financial statements are measured at the Directors' estimate of tax that may become payable. Payments in respect of tax liabilities for an accounting period result from payments on account and on the final resolution of open items. As a result, there can be substantial differences between the tax charge in the income statement and tax payments. The final resolution of certain of these items may give rise to material profit and loss and/or cash flow variances. Any difference between expectations and the actual future liability will be accounted for in the period identified.

Income statement

Continuing	2017	2016	2015
––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––	––––––––––	–––––––––– (£ millions)	––––––––––
Current tax expense	36.7	(31.0)	(40.5)
Exceptional tax charge	16.6	(14.2)	(4.0)
Other deferred tax credit	(13.3)	22.4	17.2
Income tax expense	–––––––––– 40.0 –––––––––– ––––––––––	–––––––––– (22.8) –––––––––– ––––––––––	–––––––––– (27.3) –––––––––– ––––––––––

The exceptional tax charge of £16.6 million in 2017 (2016: £13.1 million) relates to the unwind of the deferred tax asset recognised in 2014 as an exception tax credit. The remaining £1.1 million charge in 2016 relates to the disposal of the electronics media portfolio (Note 3.5).

Reconciliation of total tax expense to accounting profit

	2017 ––––––––––	2016 ––––––––––	2015 ––––––––––
		(£ millions)
Profit before tax from continuing operations	191.7	120.1	119.6
Profit before tax from discontinued operations (note 6.4)	7.8	410.1	18.1
Profit before tax	–––––––––– 199.5 ––––––––––	–––––––––– 530.2 ––––––––––	–––––––––– 137.7 ––––––––––
Profit before tax multiplied by UK rate of corporation tax of
19.25 per cent. (2016: 20.0 per cent., 2015: 20.25 per cent.)	38.4	106.0	27.9
Effect of:
Different tax rates on overseas earnings	18.6	15.2	13.7
Non-taxable gain on disposal of discontinued operations	(1.5)	(74.2)	–
Expenses not deductible for tax purposes	3.0	19.1	13.9
Non-taxable income	(5.1)	(9.7)	(3.2)
Net movement in uncertain tax positions	(7.3)	(4.9)	11.4
Prior year adjustments	(1.4)	2.1	0.4
Benefit of intragroup financing	(18.2)	(17.8)	(17.2)
Exceptional deferred tax charge	16.6	13.1	4.0
Movement in deferred tax assets recognised as a consequence of
acquisition intangibles	(0.3)	(6.7)	10.4
Movement in other deferred tax assets recognised	(4.7)	(4.6)	(15.7)
Losses brought forward and utilised	(2.8)	(6.1)	(19.0)
Surplus losses carried forward	8.9	12.5	9.9
Deduction for amortisation	(19.6)	(18.8)	(16.1)
Effects of other unrecognised temporary differences	6.4	(3.3)	9.7
Share of results from associates and joint ventures (after tax)	(0.3)	(0.4)	(0.4)
Effect of changes in tax rates	8.5	–	–
Other	0.8	4.2	0.3
Total tax expense	–––––––––– 40.0 ––––––––––	–––––––––– 25.7 ––––––––––	–––––––––– 30.0 ––––––––––
Tax expense reported in the consolidated income statement	40.0	22.8	27.3
Tax attributable to discontinued operations (note 6.4)	–	2.9	2.7
	–––––––––– 40.0 ––––––––––	–––––––––– 25.7 ––––––––––	–––––––––– 30.0 ––––––––––
	––––––––––	––––––––––	––––––––––

The amount of £8.5 million in 2017 in relation to the effect of changes in tax rates is due to the impact on deferred tax of the reduction in the US Federal tax rate from 35 per cent. to 21 per cent. as part of the Tax Cuts and Jobs Act 2017.

Reconciliation to continuing adjusted tax charge

	2017 ––––––––––	2016 ––––––––––	2015 ––––––––––
		(£ millions)
Income tax expense	40.0	25.7	30.0
Exceptional tax charge	(16.6)	(14.2)	(4.0)
Net deferred tax movement on acquisition intangibles	19.0	20.1	1.5
Share of tax on profit in joint ventures and associates	0.6	0.5	0.4
Tax attributable to discontinued operations	–	(2.9)	(2.7)
Continuing adjusted tax charge (note 3.7)	–––––––––– 43.0 –––––––––– ––––––––––	–––––––––– 29.2 –––––––––– ––––––––––	–––––––––– 25.2 –––––––––– ––––––––––

Other comprehensive income

No current or deferred tax relates to items reported in other comprehensive income (2016: nil, 2015: nil).

Statement of financial position: current tax

	2017 ––––––––––	2016 (restated) ––––––––––	2015 ––––––––––
		(£ millions)
Current tax liability at 1 January	60.9	56.4	42.1
Current tax expense – continuing	36.7	32.1	40.5
Current tax expense – discontinued operations	–	1.1	2.7
Acquisitions (note 6.1)	–	6.4	–
Tax paid	(42.2)	(36.7)	(31.0)
Classified as held for sale	–	–	0.7
Currency translation and other movements	(2.8) ––––––––––	1.6 ––––––––––	1.4 ––––––––––
Current tax liability at 31 December	52.6 –––––––––– ––––––––––	60.9 –––––––––– ––––––––––	56.4 –––––––––– ––––––––––

The current tax liability in 2017 includes £35.9 million (2016: £45.6 million, 2015: £42.8 million) in respect of accruals for uncertain tax positions. On 26 October 2017 the European Commission announced that it would be opening a State Aid investigation into the UK's Controlled Foreign Company regime. The Group is monitoring developments but does not currently consider that any provision is required in relation to this matter.

During the following periods, tax has been paid in the following jurisdictions:

	2017	2016	2015
	––––––––––	–––––––––– (£ millions)	––––––––––
China	17.0	18.0	15.7
Europe	12.5	12.1	6.3
US	0.8	1.7	1.6
Emerging Markets	8.9	4.7	3.9
Rest of World	3.0 ––––––––––	2.6 ––––––––––	3.5 ––––––––––
Total	42.2 –––––––––– ––––––––––	39.1 –––––––––– ––––––––––	31.0 –––––––––– ––––––––––

Statement of financial position: deferred tax

		Consolidated statement of financial position		Consolidated income statement –––––––––––––––––––––––––––––––––––––
Deferred tax liabilities/(assets)	2017	––––––––––––––––––––––––––––––––––––– 2016 (restated)	2015	2017	2016	2015
––––––––––––––––––––––	–––––––––––	–––––––––––	––––––––––– (£ millions)	–––––––––––	–––––––––––	–––––––––––
Intangibles	75.4	100.2	59.8	(18.8)	(0.7)	8.6
Accelerated capital allowances	1.6	1.8	(0.9)	–	2.6	(1.3)
Tax losses	(60.6)	(78.8)	(48.7)	12.7	(19.0)	(4.5)
Other temporary differences	(6.6) –––––––––––	(16.7) –––––––––––	(21.0) –––––––––––	9.4 –––––––––––	7.8 –––––––––––	10.4 –––––––––––
	9.8 ––––––––––– –––––––––––	6.5 ––––––––––– –––––––––––	(10.8) ––––––––––– –––––––––––	(3.3) ––––––––––– –––––––––––	(9.3) –––––––– ––––––––––– –––	(13.2) ––––––––––– –––––––––––

The movement in deferred tax balance during the following periods is:

	2017 ––––––––––	2016 (restated) ––––––––––	2015 ––––––––––
		(£ millions)
Net deferred tax asset at 1 January	6.5	(10.8)	(1.9)
Acquisitions (note 6.1)	0.3	28.6	4.9
Amounts credited to net profit – continuing	3.3	(9.3)	(13.2)
Disposals (note 6.3)	–	(1.1)	(0.2)
Classified as held for sale (note 6.4)	–	–	1.6
Currency translation	(0.3)	(0.9)	(2.0)
Net deferred tax liability/(asset) at 31 December	–––––––––– 9.8 ––––––––––	–––––––––– 6.5 ––––––––––	–––––––––– (10.8) ––––––––––
Analysed in the statement of financial position, after offset of balances within countries, as:
Deferred tax assets	(19.7)	(26.8)	(18.2)
Deferred tax liabilities	29.5	33.3	7.4
	–––––––––– 9.8 –––––––––– ––––––––––	–––––––––– 6.5 –––––––––– ––––––––––	–––––––––– (10.8) –––––––––– ––––––––––

In 2017, the deferred tax assets of £19.7 million (2016: £26.8 million, 2015: £18.2 million) relate to tax losses and other temporary differences in the US of £17.1 million (2016: £18.1 million, 2015: £14.0 million), Luxembourg of £2.0 million (2016: £8.4 million, 2015: £4.2 million) and other countries of £0.6 million (2016: £0.3 million, 2015: £nil). These have been recognised because the Group expects to generate taxable profits in the future against which these will be used.

The Group has the following unused tax losses in 2017 for which no deferred tax assets have been recognised:

• £329.5 million (2016: £321.8 million, 2015: £297.8 million) in UK subsidiaries which are available to offset against future UK corporate tax liabilities;
• £115.7 million (2016: £189.2 million, 2015: £201.6 million) in US subsidiaries which are available to offset against future US federal tax liabilities. Of these £115.7 million expire between 2019 and 2037 (2016: £173.0 million between 2019 and 2036, 2015: £192.7 million between 2019 and 2035). In addition, there are unrecognised deferred tax assets in respect of US State losses of £15.2 million (2016: £18.4 million);
• £251.6 million (2016: £249.7 million, 2015: £254.5 million) of UK capital losses which are only available for offset against future capital gains;
• £7.5 billion (2016: £7.2 billion, 2015: £6.2 billion) that have arisen in Luxembourg holding companies as a result of revaluations of those companies' investments for local GAAP purposes; and
• £20.1 million (2016: £7.4 million, 2015: £4.0 million) in respect of companies in other countries.

No deferred tax assets have been recognised in respect of any of these amounts as it is uncertain that these losses will be utilised.

The Group has unrecognised deferred tax assets in 2017 in relation to other deductible temporary differences of £15.8 million (£2.3 million in relation to the UK, £7.5 million in relation to the US, and £6.0 million in relation to other countries) (2016: £20.7 million (£13.6 million, nil and £7.1 million respectively), 2015: £19.0 million (£7.1 million, £10.1 million and £1.8 million respectively)). No deferred tax assets have been recognised in respect these assets as it is uncertain that they will be utilised.

At 31 December 2017, deferred tax liabilities of £4.5 million (2016: £3.9 million, 2015: £1.1 million) have been recognised for taxes that would be payable on the unremitted earnings of the Group's subsidiaries. No other deferred tax liabilities have been recognised as the Group has determined that profits of subsidiaries will not be distributed in the foreseeable future.

At 31 December 2017, the temporary differences associated with investments in subsidiaries for which a deferred tax liability has not been recognised amount in aggregate to £5.2 billion (2016: £5.0 billion, 2015: £4.7 billion).

3.7 Earnings per share

Basic earnings per share is calculated by dividing net profit for the year attributable to owners of the parent entity by the weighted average number of ordinary shares outstanding during the year.

Adjusted basic earnings per share excludes amortisation of intangible assets arising on acquisitions, movements on deferred tax balances recognised as a consequence of acquisition of intangibles, exceptional items and net financing expense adjustments (detailed in note 5.4).

The weighted average number of shares used in the calculation of earnings per share for the year ended 31 December 2016 reflects the share consolidation on 27 June 2016 of eight for every nine shares owned. In accordance with IAS 33, the prior period weighted average number of shares has not been restated as the share consolidation was coupled with the payment of the special dividend (Note 5.8), which had the overall effect of a share repurchase at fair value.

Diluted earnings per share is calculated by dividing net profit for the year attributable to owners of the parent entity by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares. The impact of dilutive securities in 2017 would be to increase weighted average shares by 4.0 million shares (2016: 4.3 million shares, 2015: 3.0 million shares).

The weighted average number of shares excludes ordinary shares held by the Employee Share Ownership Plan (the "ESOP").

	Earnings ––––––––– ––––––––– ––––––––– ––––––––– –––––––––	Weighted average no. of shares	Earnings per share	Earnings	Weighted average no. of shares	Earnings per share	Earnings ––––––––– ––––––––– ––––––––– –––––––––	Weighted average no. of shares	Earnings per share
	2017	2017	2017	2016 ––––––––– ––––––––– ––––––––– ––––––––– –––––––––	2016	2016	2015 ––––––––– ––––––––– ––––––––– –––––––––	2015	2015
	(£ millions)	(millions)	(pence)	(£ millions)	(millions)	(pence)	(£ millions) (millions)		(pence)
Adjusted Group operating
profit	294.2			234.8			197.1
Net interest expense	(24.1)			(25.7)			(24.3)
Pension schemes finance
expense	(1.3) –––––––––			(0.6) –––––––––			(1.7) –––––––––
Adjusted profit before tax	268.8			208.5			171.1
Adjusted tax (note 3.6)	(43.0)			(29.2)			(25.2)
Non-controlling interests	(13.5)			(13.0)			(11.1)
Adjusted earnings	–––––––––			–––––––––			–––––––––
per share	212.3	393.2	54.0	166.3	414.9	40.1	134.8	442.5	30.5
Adjustments
Amortisation of intangible assets arising on
acquisitions	(64.5)		(16.4)	(45.1)		(10.9)	(37.9)		(8.6)
Net deferred tax movements
on intangible assets	19.0		4.8	20.1		4.8	1.5		0.3
Exceptional items	(17.1)		(4.4)	(36.5)		(8.8)	(14.1)		(3.2)
Exceptional deferred tax
charge	(16.6)		(4.2)	(14.2)		(3.4)	(4.0)		(0.9)
Net financing (expense)/income
adjustments	5.1	––––––––– ––––––––– ––––––––– –––––––––	1.3	(6.3)		(1.5)	0.9 ––––––––– –––––––––		0.2 –––––––––
Basic earnings per share	138.2	393.2	35.1	84.3	414.9	20.3	81.2	442.5	18.3
Dilution	–
Options		4.0	(0.3)	– ––––––––– ––––––––– ––––––––– ––––––––– –––––––––	4.3	(0.2)	– ––––––––– ––––––––– ––––––––– –––––––––	3.0	(0.1)
Diluted earnings per share	138.2	397.2	34.8	84.3	419.2	20.1	81.2	445.5	18.2
Adjusted earnings per share				––––––––– ––––––––– ––––––––– ––––––––– –––––––––			––––––––– ––––––––– ––––––––– –––––––––
(as above)	212.3	393.2	54.0	166.3	414.9	40.1	134.8	442.5	30.5
Options	–	4.0	(0.6)	––––––––– ––––––––– ––––––––– ––––––––– ––––––––– –	4.3	(0.4)	––––––––– ––––––––– ––––––––– ––––––––– –	3.0	(0.2)
Diluted adjusted earnings				––––––––– ––––––––– ––––––––– ––––––––– –––––––––			––––––––– ––––––––– ––––––––– –––––––––
per share	212.3	397.2	53.4	166.3 ––––––––– ––––––––– ––––––––– ––––––––– –––––––––	419.2	39.7	134.8 ––––––––– ––––––––– ––––––––– –––––––––	445.5	30.3
				––––––––– ––––––––– ––––––––– ––––––––– –––––––––			––––––––– ––––––––– ––––––––– –––––––––

Continuing operations

Total Group

	Earnings 2017	Weighted average no. of shares	Earnings per share Earnings ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– 2017 2016 ––––––––– ––––––––– ––––––––– ––––––––– –––––––––		Weighted average no. of shares	Earnings per share	Earnings ––––––––– ––––––––– ––––––––– –––––––––	Weighted average no. of shares	Earnings per share
		2017			2016	2016	2015 ––––––––– ––––––––– ––––––––– –––––––––	2015	2015
	(£ millions)	(millions)	(pence)	(£ millions)	(millions)	(pence)	(£ millions) (millions)		(pence)
Adjusted Group operating profit	294.2			262.9			245.5
Net interest expense	(24.1)			(25.7)			(24.3)
Pension schemes finance
expense	(1.3)			(0.6)			(1.7)
Adjusted profit before tax	268.8			236.6			219.5
Adjusted tax (note 3.6)	(43.0)			(31.0)			(27.9)
Non-controlling interests	(13.5)			(13.0)			(11.1)
Adjusted earnings per share	212.3	––––––––– ––––––––– ––––––––– ––––––––– 393.2	54.0	192.6	414.9	46.4	––––––––– 180.5	442.5	40.8
Adjustments
Amortisation of intangible assets
arising on acquisitions	(64.5)		(16.4)	(45.1)		(10.9)	(38.9)		(8.8)
Net deferred tax movements on
intangible assets	19.0		4.8	20.1		4.8	1.5		0.3
Exceptional items	(9.3)		(2.4)	344.4		83.1	(43.4)		(9.8)
Exceptional deferred tax
charge	(16.6)		(4.2)	(14.2)		(3.4)	(4.0)		(0.9)
Net financing (expense)/income
adjustments	5.1		1.3	(6.3)		(1.5)	0.9		0.2
Basic earnings per share	146.0	––––––––– ––––––––– ––––––––– ––––––––– 393.2	37.1	491.5	414.9	118.5	––––––––– ––––––––– 96.6	442.5	––––––––– 21.8
Dilution
Options	–	4.0	(0.3)	–	4.3	(1.2)	–	3.0	(0.1)
Diluted earnings per share	146.0	397.2	36.8	491.5	419.2	117.3	96.6	445.5	21.7
Adjusted earnings per share				––––––––– ––––––––– ––––––––– ––––––––– –––––––––			––––––––– ––––––––– ––––––––– –––––––––
(as above)	212.3	393.2	54.0	192.6	414.9	46.4	180.5	442.5	40.8
Options	–	4.0	(0.6)	–	4.3	(0.5)	–	3.0	(0.3)
Diluted adjusted earnings				––––––––– ––––––––– ––––––––– ––––––––– –––––––––			––––––––– ––––––––– ––––––––– –––––––––
per share	212.3	397.2	53.4	192.6	419.2	45.9	180.5	445.5	40.5
				––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– –––––––––			––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– –––––––––

Section 4: Financial position

Section 4 contains financial statement notes that relate to the financial position of the Group at 31 December for each of 2015, 2016 and 2017, along with the relevant accounting policies.

4.1 Goodwill

Accounting policy

Goodwill is measured on acquisition as the excess of the aggregate of consideration transferred, the amount of any non-controlling interest in the acquiree and (in the case of business combinations achieved in stages) the acquisition date fair value of any previous equity interest in the acquiree over the net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed. If the initial amount of goodwill is negative, the amount is recognised in profit or loss as a gain on a bargain purchase.

Following initial recognition, goodwill is measured at cost less any accumulated impairment losses. Goodwill is tested annually for impairment or more frequently if changes in circumstances indicate that the carrying amount of the cash-generating units ("CGU(s)") may be impaired. For the purpose of impairment tests, the goodwill arising from each business combination is allocated to CGUs that are expected to benefit from the combination and which represent the lowest level within the Group at which management monitors goodwill.

The impairment test requires the Group to estimate the recoverable amount of the CGU to which the goodwill relates. The recoverable amount is the higher of value in use and fair value less costs to sell. The value in use of a CGU is measured by discounting the estimated future cash flows of the CGU to their present value using a pre-tax discount rate. Fair value less costs to sell is generally measured using an earnings multiple approach using revenue and EBITA multiples obtained from comparable businesses and transactions. Any impairment loss is recognised immediately in the income statement and is not subsequently reversed.

Goodwill

Goodwill is allocated and monitored by management at a CGU level, consisting of the three business units operating across the Group's operating segments. Not all business units are active in all segments; there were six CGUs at 31 December 2017 (2016: seven CGUs, 2015: 11 CGUs). The reduction in CGUs in 2016 is due to the sale of PR Newswire and the integration of UBM Advanstar into UBM Americas.

During the year 2017, Online and Print were merged into one CGU, "Other Marketing Services". This reflects the lowest level cash flows are monitored at as products are similar with shared revenue characteristics (subscriptions, advertising and directories) and shared cost bases. Following the acquisition of Allworld, a new CGU "UBM Allworld Events" was recognised, however, this will be merged into UBM Asia from 2018 onwards. For reporting purposes, the CGUs have been aggregated into the reportable segments, as shown in the tables below. The CGUs are individually tested for impairment each year.

		31 December 2017 –––––––––––––––––––––––––––––––––––––––
		Other Marketing
	Events	Services	Total
	––––––––––	–––––––––– (£ millions)	––––––––––
Cost
At 1 January 2017	1,565.1	137.3	1,702.4
Acquisitions (note 6.1)	31.5	0.7	32.2
Disposals (note 6.3)	(2.6)	–	(2.6)
Currency translation	(116.1)	(6.6)	(122.7)
At 31 December 2017	–––––––––– 1,477.9 ––––––––––	–––––––––– 131.4 ––––––––––	–––––––––– 1,609.3 ––––––––––
Impairment	––––––––––	––––––––––	––––––––––
At 1 January 2017	8.5	70.3	78.8
Currency translation	(0.7)	(1.8)	(2.5)
At 31 December 2017	–––––––––– 7.8 ––––––––––	–––––––––– 68.5 ––––––––––	–––––––––– 76.3 ––––––––––
Carrying amount	––––––––––	––––––––––	––––––––––
At 1 January 2017	1,556.6	67.0	1,623.6
At 31 December 2017	1,740.1	62.9	1,533.0

	31 December 2016 (restated) –––––––––––––––––––––––––––––––––––––––
		Other Marketing
	Events	Services	Total
	––––––––––	–––––––––– (£ millions)	––––––––––
Cost
At 1 January 2016	1,138.6	129.9	1,268.5
Acquisitions (note 6.1)	280.3	3.1	283.4
Disposals (note 6.3)	(29.7)	(8.8)	(38.5)
Currency translation	175.9	13.1	189.0
At 31 December 2016	–––––––––– 1,565.1 ––––––––––	–––––––––– 137.3 ––––––––––	–––––––––– 1,702.4 ––––––––––
Impairment	––––––––––	––––––––––	––––––––––
At 1 January 2016	4.7	68.5	73.2
Charge for the year	3.3	–	3.3
Disposals (note 6.3)	–	(1.8)	(1.8)
Currency translation	0.5	3.6	4.1
At 31 December 2016	–––––––––– 8.5 ––––––––––	–––––––––– 70.3 ––––––––––	–––––––––– 78.8 ––––––––––
Carrying amount	––––––––––	––––––––––	––––––––––
At 1 January 2016	1,133.9	61.4	1,195.3
At 31 December 2016	1,556.6	67.0	1,623.6

	31 December 2015 –––––––––––––––––––––––––––––––––––––––––––––––––––––
		Other Marketing	PR
	Events	Services	Newswire	Total
	––––––––––	–––––––––– (£ millions)	––––––––––	––––––––––
Cost
At 1 January 2015	1,058.2	123.5	87.4	1,269.1
Acquisitions (note 6.1)	33.7	–	–	33.7
Disposals (note 6.3)	(0.5)	–	–	(0.5)
Classified as held for sale (note 6.4)	–	–	(90.6)	(90.6)
Currency translation	47.2	6.4	3.2	56.8
At 31 December 2015	–––––––––– 1,138.6 ––––––––––	–––––––––– 129.9 ––	–––––––––– – ––––––––––	–––––––––– 1,268.5 ––––––––––
Impairment	––––––––––	–––––––––– ––––––––	––––––––––	––––––––––
At 1 January 2015	4.4	62.9	–	67.3
Charge for the year	–	1.9	–	1.9
Classified as held for sale (note 6.4)	–	–	–	–
Currency translation	0.3	3.7	–	4.0
At 31 December 2015	–––––––––– 4.7 ––––––––––	–––––––––– 68.5 –– ––––––––––	–––––––––– – ––––––––––	–––––––––– 73.2 ––––––––––
Carrying amount	––––––––––	––––––––	––––––––––	––––––––––
At 1 January 2015	1,053.8	60.6	87.4	1,201.8
At 31 December 2015	1,133.9	61.4	–	1,195.3

Within the Events segment, management considers the UBM Americas Events, UBM EMEA Events, UBM Asia Events and UBM Allworld CGUs to be significant. The carrying amount of goodwill attributed to these CGUs at 31 December 2017 was £929.5 million, £223.3 million, £88.6 million and £228.8 million respectively. In 2016, UBM Americas Events (£1,007.5 million), UBM EMEA Events (£225.5 million) and UBM Asia Events (£344.5 million) were considered significant. In 2015, UBM Americas Events (£429.1 million), UBM EMEA Events (£303.3 million) and Advanstar Events (£401.7 million) were considered significant.

The UBM Americas Print CGU was impaired by £1.9 million during the year ended 31 December 2015 following product rationalisation.

Impairment tests for goodwill

For the years ended 31 December 2017, 31 December 2016 and 31 December 2015, the carrying amount of each CGU has been compared with its estimated value in use.

The following key assumptions were used by management in the value in use calculations:

	Pre-tax discount rate –––––––––––––––––– ––––––––––––––––––––	Perpetuity growth rate	Cash flow forecasts –––––––––––––––––––––––––
	per cent.	per cent.
Events	2017: 11.7 – 13.0 2016: 11.2 – 11.7 2015: 12.0 – 14.0	2017: 1.4 – 2.8 2016: 2.4 – 2.7 2015: 1.8 – 2.5	– Event revenue is expected to continue to grow with continued focus on Events First strategy and organic growth in major events.
Other Marketing Services	2017: 11.0 – 13.3	2017: 1.4 – 2.8
Marketing Services – Online	2016: 10.1 – 11.2 2015: 12.0 – 14.0	2016: 1.7 – 3.1 2015: 1.5 – 2.4	– The continued rebalancing of the product portfolio, away from print to digital. – Focus on cost reduction through efficiency optimisation.
Marketing Services – Print	2016: 10.4 2015: 12.0 – 14.0	2016: (2.9) 2015: 0 – 1.5	– Continued rationalisation and optimisation of the print portfolio and anticipating a continued decline in print revenues over the forecast period with further non-core titles either closed or sold, expected to result in stabilisation of print margins.

Forecast cash flows

For each CGU, the forecast cash flows for the first three years are based on the most recent financial budgets and forecasts approved by management. The forecast cash flows are based on assumptions that reflect past experience, forward booking indicators, long-term trends, industry forecasts and growth rates and management estimates (see above).

For each CGU, the forecast cash flows beyond the first three years are based upon the weighted average projected real gross domestic product growth rate in 2020 of each of the territories in which the CGUs operate. Growth rates for each territory have been based on contribution to 2018 budgeted adjusted operating profit (2016: contribution to 2017 adjusted operating profit, 2015: contribution to 2016 budgeted revenue). The growth rates used in the value in use calculation for OMS range from 0.0 per cent. to 3.1 per cent. In 2016 when the Print and Online CGUs were separate, the growth rate range was (2.9) per cent. to 3.1 per cent. The negative growth rate related to Print and reflected the territories and industries in which the CGU operated (2015: 0 per cent. to 2.5 per cent.).

Discount rate

The discount rate for each CGU is based on a blended model of the current yield on long term government bonds and longer term expected yields, the systemic risk of the specific CGU and taking into account the relative size of the CGU and the specific territories in which it operates. The increased risk of investing in equities is assessed using an equity market risk premium which reflects the increased return required over and above a risk free rate by an investor who is investing in the whole market. The equity market risk premium used is based on studies by independent economists and historical equity market risk premiums.

The risk adjustment for the systematic risk, beta, of the CGU reflects the risks specific to the CGU for which the forecast cash flows have not been adjusted. The adjustment to the rate has been determined by management using an average of the betas of comparable companies within respective sectors.

Sensitivities

Management believes that no reasonably possible change in any of the above key assumptions would cause the carrying amount of any CGU to exceed its recoverable amount for the year ended 31 December 2017. For the year ended 31 December 2016, the estimated recoverable amount of UBM Americas Print was not significantly higher than its carrying amount.

The table below shows the goodwill of the CGU, the amount by which the recoverable amount of the CGU exceeds the carrying amount (the headroom) and the reasonably possible percentage changes needed in isolation in each of the key assumptions that would cause the recoverable amount of the CGU to be equal to its carrying amount. The cash flow forecast for 2016 is expressed as the compound average growth rate used for the impairment testing.

							value in use to carrying amount	Change needed in assumption to reduce
	Goodwill 30 Sep 2016	Headroom above carrying amount	Applied cash flow forecast	Applied pre-tax discount rate	Applied perpetuity growth rate	forecast	––––––––––––––––––––––––––––––––– Pre-tax Cash flow percentage percentage points	Perpetuity discount growth rates points
	(£ millions)	–––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– (£ millions)	per cent.	per cent.	per cent.	per cent.	per cent.	per cent.
UBM Americas Print	14.1	1.2	–16.9	10.4	–2.9	–2.4	1.0	–3.0

For the year ended 31 December 2015 following the impairment charge in Americas Print, the estimated recoverable amount was equal to the carrying value at 31 December 2015. Consequently, any adverse change in key assumptions would have, in isolation, caused a further impairment loss of other assets to be recognised.

4.2 Intangible assets

Accounting policy

Intangible assets acquired separately (including website development costs relating to the application and infrastructure development, graphical design and content development stages incurred with third parties) are measured on initial recognition at cost.

Intangible assets acquired in a business combination are recognised in accordance with the accounting policy for acquisitions (note 6.1) and measured on initial recognition at fair value at the date of acquisition.

Internally generated intangible assets, including internally generated software, that do not qualify for recognition as intangible assets under IAS 38 are recognised as an expense. All research costs are expensed as incurred.

At each reporting date, intangible assets are measured at cost or fair value at the date of acquisition less amortisation and any impairment losses. Intangible assets are amortised on a straight line basis over their useful lives as follows:

Trademarks/brands	5-25 years
Software	5-7 years
Customer contracts and relationships	1-10 years
Subscription lists	2-5 years
Databases	2-10 years
Website development costs	3 years

Following the completion of the purchase price allocation for Allworld Exhibitions, based on expert external advice which considered the longevity and strength of certain Allworld brands, the useful economic life of certain Allworld brands was estimated to be 25 years. Accordingly, the existing Group policy for brands has been updated from a range of 5 to 15 years in 2015 and 2016, to be 5 to 25 years in 2017.

Useful lives are re-examined on an annual basis and adjustments, where applicable, are made on a prospective basis. The Group does not have any intangible assets with indefinite lives.

Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount.

The amortisation of internally generated or purchased software and website development costs is included in operating expenses in the income statement. The amortisation of intangible assets arising on acquisitions is included as a separate line item in the income statement as it does not relate to operating activities.

	31 December 2017 –––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
	Acquired brands ––––––––––	Acquired customer contracts and relationships ––––––––––	Acquired software and databases –––––––––– (£ millions)	Website development and software ––––––––––	Total ––––––––––––
Cost
At 1 January 2017	507.3	210.7	43.8	60.4	822.2
Additions	–	–	–	11.1	11.1
Acquisitions (note 6.1)	20.8	7.9	0.2	–	28.9
Disposals	(0.6)	(0.4)	–	(2.8)	(3.8)
Disposal of subsidiaries (note 6.3)	(0.4)	–	–	–	(0.4)
Currency translation	(44.3)	(17.8)	(3.6)	(1.1)	(66.8)
At 31 December 2017	–––––––––– 482.8 –––––––––– ––––––––––	–––––––––– 200.4 –––––––––– ––––––––––	–––––––––– 40.4 –––––––––– ––––––––––	–––––––––– 67.6 –––––––––– ––––––––––	–––––––––––– 791.2 –––––––––––– ––––––––––––

	31 December 2017 –––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
	Acquired brands ––––––––––	Acquired customer contracts and relationships ––––––––––	Acquired software and databases –––––––––– (£ millions)	development and software ––––––––––	Total ––––––––––––
Amortisation
At 1 January 2017	111.4	84.9	20.2	26.9	243.4
Charge for the year	34.3	25.4	4.8	8.7	73.2
Disposals	(0.4)	(0.4)	–	(2.8)	(3.6)
Disposal of subsidiaries (note 6.3)	(0.3)	–	–	–	(0.3)
Currency translation	(10.0	(7.4)	(1.7)	(0.8)	(19.9)
At 31 December 2017	–––––––––– 135.0 ––––––––––	–––––––––– 102.5 ––––––––––	–––––––––– 23.3 ––––––––––	–––––––––– 32.0 ––––––––––	–––––––––––– 292.8 ––––––––––––
Carrying amount	––––––––––	––––––––––	––––––––––	––––––––––	––––––––––––
At 1 January 2017	395.9	125.8	23.6	33.5	578.8
At 31 December 2017	347.8	97.9	17.1	35.6	498.4

	31 December 2016 (restated) –––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
	Acquired brands ––––––––––	Acquired customer contracts and relationships ––––––––––	Acquired software and databases ––––––––––	Website development and software ––––––––––	Total ––––––––––––
Cost			(£ millions)
At 1 January 2016	317.0	141.3	32.0	54.5	544.8
Additions	–	–	–	6.3	6.3
Acquisitions (note 6.1)	138.9	52.1	6.0	–	197.0
Disposals	–	–	–	(2.7)	(2.7)
Disposal of subsidiaries (note 6.3)	(10.4)	(8.2)	(0.4)	–	(19.0)
Currency translation	61.8	25.5	6.2	2.3	95.8
At 31 December 2016	–––––––––– 507.3 ––––––––––	–––––––––– 210.7 ––––––––––	–––––––––– 43.8 ––––––––––	–––––––––– 60.4 ––––––––––	–––––––––––– 822.2 ––––––––––––
Amortisation	––––––––––	––––––––––	––––––––––	––––––––––	––––––––––––
At 1 January 2016	74.3	66.9	14.0	18.3	173.5
Charge for the year – continuing	26.7	14.2	4.2	9.5	54.6
Impairment	0.1	–	–	–	0.1
Disposals	–	–	–	(2.3)	(2.3)
Disposal of subsidiaries
(note 6.3)	(4.7)	(7.5)	(0.3)	–	(12.5)
Currency translation	15.0 ––––––––––	11.3 ––––––––––	2.3 ––––––––––	1.4 ––––––––––	30.0 ––––––––––––
At 31 December 2016	111.4 ––––––––––	84.9 ––––––––––	20.2 ––––––––––	26.9 ––––––––––	243.4 ––––––––––––
Carrying amount	––––––––––	––––––––––	––––––––––	––––––––––	––––––––––––
At 1 January 2016	242.7	74.4	18.0	36.2	371.3
At 31 December 2016	395.9	125.8	23.6	33.5	578.8

	31 December 2015 –––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
	Acquired brands	Acquired customer contracts and relationships	Acquired software and databases	Website development and software	Assets under construction	Total
	––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– (£ millions)
Cost
At 1 January 2015	310.2	141.6	32.6	56.2	5.2	545.8
Additions	–	–	–	7.5	–	7.5
Intangible asset construction
in progress	–	–	–	–	6.9	6.9
Acquisitions (note 6.1)	7.7	7.2	0.1	–	–	15.0
Disposals	–	(1.8)	–	(0.3)	–	(2.1)
Disposal of subsidiaries (note 6.3)	(5.3)	(2.1)	–	–	–	(7.4)
Classified as held for sale
(note 6.4)	(9.1)	(8.5)	(2.2)	(20.4)	–	(40.2)
Transfer	–	–	–	12.1	(12.1)	–
Currency translation	13.5 –––––––––––	4.9 –––––––––––	1.5 –––––––––––	(0.6) –––––––––––	– –––––––––––	19.3 –––––––––––

	31 December 2015 –––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––
	Acquired brands –––––––––––	Acquired customer contracts and relationships –––––––––––	Acquired software and databases –––––––––––	Website development and software –––––––––––	Assets under construction –––––––––––	Total –––––––––––
At 31 December 2015	317.0	141.3	(£ millions) 32.0	54.5	–	544.8
Amortisation	––––––––––– –––––––––––	––––––––––– –––––––––––	––––––––––– –––––––––––	––––––––––– –––––––––––	–––––––– ––––––––––– –––	––––––––––– –––––––––––
At 1 January 2015	58.6	65.8	12.4	19.6	–	156.4
Charge for the year – continuing	23.8	11.0	3.1	10.4	–	48.3
Charge for the year – discontinued
operations	0.9	–	0.1	4.3	–	5.3
Disposals	–	(1.8)	–	(0.1)	–	(1.9)
Disposal of subsidiaries (note 6.3) Classified as held for sale	(4.4)	(2.0)	–	–	–	(6.4)
(note 6.4)	(7.6)	(8.6)	(2.1)	(15.5)	–	(33.8)
Currency translation	3.0	2.5	0.5	(0.4)	–	5.6
At 31 December 2015	––––––––––– 74.3 –––––––––––	––––––––––– 66.9 –––––––––––	––––––––––– 14.0 –––––––––––	––––––––––– 18.3 –––––––––––	––––––––––– – –––––––– –––––––––––	––––––––––– 173.5 –––––––––––
Carrying amount	–––––––––––	–––––––––––	–––––––––––	–––––––––––	–––	–––––––––––
At 1 January 2015	251.6	75.8	20.2	36.6	5.2	389.4
At 31 December 2015	242.7	74.4	18.0	36.2	–	371.3

Relative to the total balance, the assets recognised on the Allworld Exhibitions and Advanstar acquisitions are material intangible assets.

The carrying amounts intangible assets relating to the 2016 acquisition of Allworld Exhibitions at 31 December 2017 are £121.5 million relating to brands (2016: £107.5 million), £37.5 million relating to customer contracts (2016: £31.2 million), £2.2 million relating to databases (2016: £3.9 million) and £1.3 million relating to order backlog (2016: £3.2 million). The average remaining useful economic lives are 22 years, nine years, nine years and one year respectively (2016: fifteen years, ten years, ten years, and ten years respectively).

The carrying amounts of intangible assets relating to the 2014 acquisition of Advanstar at 31 December 2017 are £180.4 million relating to the brands (2016: £216.2 million, 2015: £196.7 million), £43.4 million relating to customer contracts (2016: £59.7 million, 2015: £56.3 million) and £9.4 million relating to databases (2016: £11.9 million, 2015: £11.3 million). The average remaining useful economic lives are eleven years, seven years and four years respectively (2016: twelve years, eight years and eight years respectively, 2015: thirteen years, nine years and nine years respectively).

For all other intangible assets, the average remaining useful lives for the brands and customer contracts and relationships intangible assets are eight years and five years respectively (2016: six years and two years, 2015: seven years and three years respectively). The average remaining useful lives for the other classes of intangible assets is three years (2016: six years, 2015: six years).

4.3 Property, plant and equipment

Accounting policy

Property, plant and equipment are stated at cost less depreciation and impairment losses. Depreciation is provided on all items except freehold land. Depreciation rates are calculated so that assets are written down to the residual value in equal annual instalments over their expected useful lives, which are as follows:

Freehold buildings and long leasehold property	Up to 70 years
Leasehold improvements	Term of lease
General plant, machinery and equipment	5-20 years
Computer equipment	3-5 years
Motor vehicles	3-5 years

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the item is included in the income statement in the year the asset is derecognised. The residual values, useful lives and methods of depreciation of the assets are reviewed, and adjusted if appropriate, at each financial year end.

Property, plant and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount.

	31 December 2017 ––––––––––––––––––––––––––––––––––––––––
	Land and buildings –––––––––––	Plant, machinery and vehicles –––––––––––	Total –––––––––––
		(£ millions)
Cost
At 1 January 2017	59.2	27.9	87.1
Additions	2.7	7.1	9.8
Disposals	(0.3)	(2.5)	(2.8)
Currency translation	(1.2)	(1.8)	(3.0
At 31 December 2017	––––––––––– 60.4 –––––––––––	––––––––––– 30.7 –––––––––––	––––––––––– 91.1 –––––––––––
Depreciation	–––––––––––	–––––––––––	–––––––––––
At 1 January 2017	21.1	25.4	46.5
Charge for the year – continuing	3.9	4.8	8.7
Disposals	(0.3)	(2.3)	(2.6)
Currency translation	(0.6)	(0.8)	(1.4)
At 31 December 2017	––––––––––– 24.1 –––––––––––	––––––––––– 27.1 –––––––––––	––––––––––– 51.2 –––––––––––
Carrying amount	–––––––––––	–––––––––––	–––––––––––
At 1 January 2017	38.1	2.5	40.6
At 31 December 2017	36.3	3.6	39.9

	31 December 2016 (restated) ––––––––––––––––––––––––––––––––––––––––
	Land and buildings –––––––––––	Plant, machinery and vehicles –––––––––––	Total –––––––––––
Cost		(£ millions)
At 1 January 2016	54.6	28.6	83.2
Additions	2.3	3.1	5.4
Acquisitions (note 6.1)	–	0.4	0.4
Disposals	(1.0)	(7.4)	(8.4)
Disposal of subsidiaries (note 6.3)	–	(0.1)	(0.1)
Currency translation	3.3	3.3	6.6
At 31 December 2016	––––––––––– 59.2 –––––––––––	––––––––––– 27.9 –––––––––––	––––––––––– 87.1 –––––––––––
Depreciation	–––––––––––	–––––––––––	–––––––––––
At 1 January 2016	16.7	26.1	42.8
Charge for the year – continuing	3.5	4.5	8.0
Disposals	(0.9)	(7.5)	(8.4)
Currency translation	1.8	2.3	4.1
At 31 December 2016	––––––––––– 21.1 –––––––––––	––––––––––– 25.4 –––––––––––	––––––––––– 46.5 –––––––––––
Carrying amount	–––––––––––	–––––––––––	–––––––––––
At 1 January 2016	37.9	2.5	40.4
At 31 December 2016	38.1	2.5	40.6

	31 December 2015 ––––––––––––––––––––––––––––––––––––––––
	Land and Buildings –––––––––––	Plant, machinery and vehicles –––––––––––	Total –––––––––––
		(£ millions)
Cost
At 1 January 2015	66.5	57.6	124.1
Additions	3.5	10.4	13.9
Disposals	(4.3)	(15.2)	(19.5)
Classified as held for sale (note 6.4)	(11.8)	(25.7)	(37.5)
Currency translation	0.7	1.5	2.2
At 31 December 2015	––––––––––– 54.6 –––––––––––	––––––––––– 28.6 –––––––––––	––––––––––– 83.2 –––––––––––
Depreciation	–––––––––––	–––––––––––	–––––––––––
At 1 January 2015	21.9	52.4	74.3
Charge for the year – continuing	2.8	4.8	7.6
Charge for the year – discontinued operations	0.9	1.5	2.4
Disposals	(2.3)	(14.4)	(16.7)
Classified as held for sale (note 6.4)	(6.7)	(19.7)	(26.4)
Currency translation	0.1 –––––––––––	1.5 –––––––––––	1.6 –––––––––––
At 31 December 2015	16.7 –––––––––––	26.1 –––––––––––	42.8 –––––––––––
Carrying amount	–––––––––––	–––––––––––	–––––––––––
At 1 January 2015	44.6	5.2	49.8
At 31 December 2015	37.9	2.5	40.4

Land and buildings at carrying amount comprise:

	2017 –––––––––––	2016 –––––––––––	2015 –––––––––––
		(£ millions)
Freehold	0.7	0.7	0.7
Leasehold improvements	35.6	37.4	37.2
Total carrying amount of land and buildings	––––––––––– 36.3 ––––––––––– –––––––––––	––––––––––– 38.1 ––––––––––– –––––––––––	––––––––––– 37.9 ––––––––––– –––––––––––

Capital commitments

Capital expenditure contracted for but not provided for in the financial statements amounts to nil for 2017 (2016: £0.4 million, 2015: £1.1 million).

4.4 Investments in joint ventures and associates

Carrying amount

	Joint			Joint			Joint
	ventures	Associates	Total	ventures	Associates	Total	ventures	Associates	Total
	2017	––––––––– ––––––––– ––––––––– ––––––––– ––––––––– 2017	2017	2016	2016 ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– –––––––––	2016	2015	––––––––– ––––––––– ––––––––– ––––––––– 2015	2015
					(£ millions)
At 1 January	0.4	16.1	16.5	0.9	19.3	20.2	13.0	22.4	35.4
Share of profit – continuing
operations	0.5	0.9	1.4	0.1	1.8	1.9	2.4	0.9	3.3
Share of profit – discontinuing operations	–	–	–	–	–	–	0.3	–	0.3
Remeasurement of
defined benefit obligation	–	(0.6)	(0.6)	–	(0.9)	(0.9)	–	(0.8)	(0.8)
Dividends received	–	–	–	(0.5)	–	(0.5)	(2.1)	(3.4)	(5.5)
Impairment charge	–	–	–	–	–	–	(6.2)	–	(6.2)
Disposals	–	–	–	–	(4.5)	(4.5)	(4.7)	–	(4.7)
Classified as held for sale
(Note 6.4)	–	–	–	–	–	–	(1.9)	–	(1.9)
Currency translation	–	–	–	(0.1)	0.4 ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– –––––––––	0.3	0.1	0.2	0.3
At 31 December	0.9	16.4	17.3	0.4	16.1 ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– –––––––––	16.5	0.9	19.3	20.2

On 13 July 2016, UBM disposed of its remaining 33.3 per cent. shareholding in Light Reading LLC, for a consideration of £16.1 million. The carrying amount of the associate at the disposal date was £4.5 million. A gain on disposal of £9.0 million has been reported in exceptional items and a cash inflow of £14.9 million. The disposal in 2015 relates to the 50 per cent. joint venture shareholding in Securex of £0.8 million and the disposal of the previous 40 per cent. joint venture shareholding in eMedia Asia Limited of £3.8 million, following the step acquisition of the remaining 60 per cent. shareholding.

The carrying amounts of interests in joint ventures and associates at 31 December 2017 include goodwill of nil and £26.1 million respectively (2016: £0.4 million and £13.2 million respectively, 2015: £0.3 million and £16.2 million respectively).

In 2017, the Group had no unrecognised share of losses in joint ventures and associates (2016: nil, 2015: nil). The cumulative amounts of the unrecognised share of losses are nil (2016: nil, 2015: nil).

Joint ventures

No joint venture is considered individually material to the Group. The aggregate amounts of the Group's interests in joint ventures are:

	2017 –––––––––––	2016 –––––––––––	2015
		(£ millions)	–––––––––––
Revenue	3.1	1.6	2.3
Profit after tax – continuing operations	0.5	0.1	0.3
Other comprehensive income	–	–	–
Total comprehensive income	0.5	0.1	0.3
Current assets	1.8	1.3	1.6
Non-current assets	–	–	–
Current liabilities	(1.0)	(0.7)	(1.0)
Non-current liabilities	–	–	–

The principal joint ventures at 31 December 2017 are as follows:

			Country of
		incorporation			Share
Company –––––––––––––––––––––––––––––	Segment	Type of business	and operation	Class of shares held ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– –––––––––––	holding/ interest	Accounting year end
GML (Exhibitions)
Thailand Co Ltd	Events	Exhibitions	Thailand	Ordinary		49.0% 31 December
Guzhen Lighting Expo Co	Events	Exhibitions	China	Ordinary		51.0% 31 December

No significant judgements or assumptions were made by the Group in determining the nature of interests in joint ventures.

Associates

No associate is considered individually material to the Group. The aggregate amounts of the Group's interests in associates are:

	2017	2016	2015
	–––––––––––	––––––––––– (£ millions)	–––––––––––
Revenue	35.6	37.8	34.4
Profit after tax – continuing operations	0.9	1.8	0.9
Other comprehensive income	(0.6)	(0.9)	(0.8)
Total comprehensive income	0.3	0.9	0.1
Current assets	17.1	20.0	21.0
Non-current assets	8.8	8.2	10.8
Current liabilities	(7.8)	(7.9)	(9.0)
Non-current liabilities	(27.7)	(17.4)	(19.7)

The Group's associates at 31 December 2017 are as follows:

Company –––––––––––––––––––––––––––––	Segment	Type of business	Country of incorporation/ registration ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– –––––––––––	Class of shares held	Share holding/ interest	Accounting year end
Independent Television
News Limited	Corporate
	Operations		Broadcasting Great Britain	Ordinary		20.0% 31 December
PA Group	Corporate	News
	Operations	Distribution	Great Britain	Ordinary		17.0% 31 December

No significant judgements or assumptions were made by the Group in determining the nature of interests in associates. The Group accounts for PA Group Limited as an associate as significant influence is demonstrated through participation in the policy making process via representation on the UBM Board.

4.5 Working capital

4.5.1 Trade and other receivables

Accounting policy

Trade receivables, which generally have 30-90 day terms, are measured at invoice amount less a provision for impairment. A provision is made when collection of the full amount is no longer probable. Trade receivables debts are written off when there is no expectation of recovery.

Trade and other receivables

2017	2016 (restated)	2015 –––––––––––
	(£ millions)
150.9	159.9	142.5
(7.7)	(7.9)	(10.1) –––––––––––
143.2	152.0	132.4
23.4	31.6	39.4
50.1	45.3	47.6 –––––––––––
216.7	228.9	219.4 –––––––––––
		–––––––––––
1.8	0.9	–
1.4	0.8	– –––––––––––
3.2 ––––––––––– –––––––––––	1.7 ––––––––––– –––––––––––	– ––––––––––– –––––––––––
	––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– –––––––––––	––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– –––––––––––

Movements on the provision for impairment of trade receivables are as follows:

2017	2016	2015
		–––––––––––
(7.9)	(10.1)	(5.3)
		(6.6)
		1.6
0.5	(1.8)	0.2
(7.7)	(7.9)	––––––––––– (10.1) ––––––––––– –––––––––––
	––––––––––– (0.7) 0.4 ––––––––––– ––––––––––– –––––––––––	––––––––––– (£ millions) (0.6) 4.6 ––––––––––– ––––––––––– –––––––––––

There is no provision for the impairment of other receivables.

As of 31 December 2017, gross trade receivables of £7.7 million (2016: £7.9 million, 2015: £10.1 million) were impaired. The ageing of these receivables is as follows:

	2017	2016	2015
	–––––––––––	––––––––––– (£ millions)	–––––––––––
Under three months	1.7	0.9	0.9
Three to six months	2.1	3.0	7.3
Over six months	3.9	4.0	1.9
	––––––––––– 7.7	––––––––––– 7.9	––––––––––– 10.1 ––––––––––– –––––––––––
	––––––––––– –––––––––––		––––––––––– –––––––––––

As of 31 December 2017, trade receivables of £0.7 million (2016: £0.7 million, 2015: £3.5 million) were past due but not impaired. These relate to a number of independent customers for whom there is no recent history of default. The ageing analysis of these trade receivables is as follows:

	2017	2016	2015
	–––––––––––	––––––––––– (£ millions)	–––––––––––
Under three months	0.6	0.7	2.7
Three to six months	0.1	–	0.8
	––––––––––– 0.7	––––––––––– 0.7	––––––––––– 3.5
	––––––––––– –––––––––––	––––––––––– –––––––––––	––––––––––– –––––––––––

The other classes within trade and other receivables do not contain impaired assets. See note 5.7 on credit risk of trade receivables, which explains how the Group manages and measures credit quality of trade receivables that are neither past due nor impaired.

4.5.2 Vendor loan notes

In 2016, the Light Reading vendor loan note was split between Tranche A and Tranche B loan amounts. On disposal of Light Reading LLC (detailed in Note 4.4), both Tranche A and Tranche B vendor loan notes were settled in full with a cash inflow of £8.7 million. At 31 December 2015, the balance on the Light Reading vendor loan note was £7.8 million of which £5.5 million was reported as non-current.

4.5.3 Trade and other payables

Accounting policy

Trade payables and accruals principally comprise amounts outstanding for trade purchases and ongoing costs. Trade and other payables are measured at original cost, which approximates to their fair value.

Trade and other payables

	2017 –––––––––––	2016 (restated) –––––––––––	2015 –––––––––––
Current		(£ millions)
Deferred revenue	346.7	355.0	276.7
Trade payables	22.8	22.5	33.5
Accruals	73.3	94.2	85.9
Other payables	25.6	27.1	12.1
Contingent and deferred consideration (note 5.6)	4.8	11.3	0.8
Other taxes and social security	10.3 –––––––––––	11.8 –––––––––––	9.8 –––––––––––
	483.5 ––––––––––– –––––––––––	521.9 ––––––––––– –––––––––––	418.8 ––––––––––– –––––––––––
Non-current
Accruals and deferred income	1.8	2.8	0.5
Contingent and deferred consideration (note 5.6)	3.0	3.7	–
Other payables	2.7 –––––––––––	2.7 –––––––––––	12.4 –––––––––––
	7.5	9.2	12.9
	––––––––––– –––––––––––	––––––––––– –––––––––––	––––––––––– –––––––––––

4.6 Provisions

Accounting policy

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. If the effect is material, expected future cash flows are discounted using a current pre-tax rate that reflects the risks specific to the liability.

Provisions are estimates and the actual cost and timing of future cash flows are dependent on future events. Management reassesses the amounts of these provisions at each balance sheet date in order to ensure that they are measured at the current best estimate of the expenditure required to settle the obligation at the balance sheet date. Any difference between the amounts previously recognised and the current estimates is recognised immediately in the consolidated income statement.

	31 December 2017 ––––––––––––––––––––––––––––––––––––––––––––––––––––––––
	Reorganisation and restructuring ––––––––––––	Vacant properties –––––––––––	Disposals –––––––––––	Total –––––––––––
		(£ millions)
At 1 January 2017	6.1	6.1	17.7	29.9
Arising during the year	3.9	–	(7.3)	(3.4)
Utilised in the year	(3.4)	(0.8)	(1.2)	(5.4)
Currency translation	(0.4) ––––––––––––	(0.1) –––––––––––	(1.1) –––––––––––	(1.6) –––––––––––
At 31 December 2017	6.2 –––––––––––– ––––––––––––	5.2 –––––– ––––––––––– –––––	8.1 ––––––––––– –––––––––––	19.5 ––––––––––– –––––––––––
Current	6.2	3.3	0.4	9.9
Non-current	– ––––––––––––	1.9 –––––––––––	7.7 –––––––––––	9.6 –––––––––––
At 31 December 2017	6.2 –––––––––––– ––––––––––––	5.2 –––––– ––––––––––– –––––	8.1 ––––––––––– –––––––––––	19.5 ––––––––––– –––––––––––

	Reorganisation and restructuring ––––––––––––	Vacant properties –––––––––––	–––––––––––––––––––––––––––––––––––––––––––––––––––––––– Disposals –––––––––––	Total –––––––––––
		(£ millions)
At 1 January 2016	7.7	4.0	7.2	18.9
Arising during the year	2.4	2.9	14.4	19.7
Utilised in the year	(4.8)	(1.1)	(6.0)	(11.9)
Currency translation	0.8 ––––––––––––	0.3 –––––––––––	2.1 –––––––––––	3.2 –––––––––––
At 31 December 2016	6.1 ––––––––––––	6.1 –––––– –––––––––––	17.7 –––––––––––	29.9 –––––––––––
Current	–––––––––––– 6.1	––––– 4.6	––––––––––– 10.7	––––––––––– 21.4
Non-current	– ––––––––––––	1.5 –––––––––––	7.0 –––––––––––	8.5 –––––––––––
At 31 December 2016	6.1 –––––––––––– ––––––––––––	6.1 –––––– ––––––––––– –––––	17.7 ––––––––––– –––––––––––	29.9 ––––––––––– –––––––––––

	31 December 2015 ––––––––––––––––––––––––––––––––––––––––––––––––––––––––
	Reorganisation and restructuring ––––––––––––	Vacant properties –––––––––––	Disposals –––––––––––	Total –––––––––––
		(£ millions)
At 1 January 2015	4.6	6.7	7.2	18.5
Arising during the year	8.0	0.1	–	8.1
Utilised in the year	(4.9)	(2.9)	–	(7.8)
Currency translation	–	0.1	–	0.1
At 31 December 2015	7.7	4.0	7.2	18.9
				11.6
Non-current	3.0	0.4	3.9	7.3
At 31 December 2015	7.7	4.0	7.2	18.9 –––––––––––
Current	–––––––––––– –––––––––––– 4.7 –––––––––––– –––––––––––– ––––––––––––	––––––––––– ––––––––––– 3.6 ––––––––––– ––––––––––– –––––– –––––	––––––––––– ––––––––––– 3.3 ––––––––––– ––––––––––– –––––––––––	––––––––––– ––––––––––– ––––––––––– –––––––––––

Provisions recognised by the Group are based on reliable estimates determined by management of the amounts payable based on available information. The amounts recorded in the above tables are continually evaluated by management.

Reorganisation and restructuring

The provision in 2017 mainly relates to the remaining severance payments to be made in relation to the restructuring of the Advanstar integration. This provision is expected to be utilised over the next 12 months.

Vacant properties

The provisions relate to obligations in respect of the continuing costs of vacant property. The quantification of the provisions depends upon the ability to exit the leases early or sublet the properties. The provisions also relate to obligations in respect of dilapidations on leasehold properties. The quantification of these provisions is dependent on actual reinstatement costs on expiry of the leases. The provisions at 31 December 2017 have been determined following external professional advice and will be utilised over the period of the leases, which range from one to ten years. The provision is discounted at an appropriate cost of capital.

Liabilities relating to disposals

The provisions relate to obligations arising from warranty and other claims brought against the Group in relation to disposed businesses in 2017 over periods of up to seven years after the date of disposal. The decrease in the provision is primarily due to the release of warranties and indemnities recognised in accordance with specific clauses in the sale agreement of PR Newswire. The provision in respect of these items has been determined based upon the contract terms of each disposal and are reassessed on an annual basis over the period during which claims may be brought against the Group.

Section 5: Capital structure and financial policy

This section covers financial assets, financial liabilities and equity held by the Group, along with associated income and expenses. This includes cash, borrowings, put option arrangements and derivatives; working capital information is included in Section 4. The instruments in place enable the Group to maintain its required capital structure and retain conservative capital ratios in order to support the business and maximise shareholder value.

Accounting policy

On initial recognition, financial assets and financial liabilities are measured at fair value. Transaction costs incurred on the acquisition of derivatives and financial assets and financial liabilities measured at each reporting date at fair value are recognised as an expense when incurred. Transaction costs incurred on borrowings and other financial assets and financial liabilities measured at each reporting date at amortised cost are added to the carrying amounts of the assets or deducted from the carrying amount of the liabilities. Put option arrangements that allow non-controlling interest shareholders to require the Group to purchase the non-controlling interest are treated as derivatives over equity instruments and are initially recognised at fair value within derivative financial liabilities, with a corresponding charge directly to equity.

Interest rate swaps, forward exchange contracts, put options over non-controlling interests and other derivatives are classified as financial assets or financial liabilities at fair value through profit or loss and are measured at each reporting date at fair value. Changes in the fair values are included in profit or loss within financing income/expense unless the instrument has been designated as a hedging instrument (see Note 5.5). The Group only enters into derivative contracts with counterparties with which it has a lending relationship.

Liabilities for contingent and deferred consideration on acquisitions are measured at the date of acquisition (see Note 6.1) and at each subsequent reporting date at fair value (see Note 5.6) according to the terms of the purchase agreement. Changes to the fair value of such consideration are recognised in profit or loss. Contingent consideration is generally based on a multiple of revenue or profit in a specified future year.

Cash and cash equivalents are classified as loans and receivables and measured at each reporting date at amortised cost. Cash and cash equivalents include cash at bank and in hand and short-term deposits with an original maturity of three months or less. The cash equivalents are readily convertible to known amounts of cash and are subject to an insignificant risk of changes in value.

Borrowings and bank overdrafts are measured at each reporting date at amortised cost. Amortised cost takes into account any differences between the proceeds and the maturity amount, including issue costs and any discounts or premiums due on settlement. Such differences are recognised as interest expense in the income statement over the expected life of the borrowings using the effective interest method. The amortised cost calculation is revised when necessary to reflect changes in the expected cash flows and the expected life of the borrowings including the effects of the exercise of any prepayment, call or similar options. Any resulting adjustment to the carrying amount of the borrowings is recognised as interest expense in the income statement.

Partnership unit investments are classified as available-for-sale financial assets and are measured at each reporting date at fair value. Changes in fair value are recognised in other comprehensive income, except for impairment and foreign exchange gains and losses, until the financial asset or liability is derecognised. Dividends on an available-for-sale equity instrument are recognised in profit or loss when the entity's right to receive payment is established.

Derecognition of financial assets and liabilities

A financial asset is derecognised when the rights to receive cash flows from the asset have expired. A financial liability is derecognised when the obligation under the liability is discharged, cancelled or expires. Where terms of an existing liability are substantially modified, such a modification or exchange is treated as derecognition of the original liability and recognition of a new liability, and the difference between the carrying amounts of the original liability and the fair value of the new liability is recognised in the income statement.

5.1 Movements in net debt

Net debt reflects the Group's cash and cash equivalents, borrowings and derivatives associated with debt instruments. This definition facilitates an accurate reflection of the estimated settlement at maturity.

	1 January 2017 ––––––––––	Non-cash items ––––––––––	Cash flow ––––––––––	Currency translation ––––––––––	31 December 2017 ––––––––––––
			(£ millions)
Cash and cash equivalents	84.8	–	(6.9)	(0.2)	77.7
Bank overdrafts (Note 5.3)	(0.5) ––––––––––	– ––––––––––	(3.1) ––––––––––	– ––––––––––	(3.6) ––––––––––––
Net cash	84.3	–	(10.0	(0.2)	74.1
Bank loans due in more than one year	(401.8)	–	323.3	21.0	(57.5)
Bonds due in more than one year Bonds due in more than one year	(284.7) ––––––––––	1.0 ––––––––––	– ––––––––––	24.7 ––––––––––	(259.0) ––––––––––––
Private Placement Loan Notes due
in more than one year	–	0.6	(283.5)	11.1	(271.8)
Borrowings	–––––––––– (686.5)	–––––––––– 1.6	–––––––––– 39.8	–––––––––– 56.8	–––––––––––– (588.3)
Derivative assets associated with
borrowings	5.4	(1.8)	–	(0.4)	3.2
Derivative liabilities associated with
borrowings	–	(0.3	–	–	(0.3)
Net debt	–––––––––– (596.8) –––––––––– ––––––––––	–––––––––– (0.5) –––––––––– ––––––––––	–––––––––– 29.8 –––––––––– ––––––––––	–––––––––– 56.2 –––––––––– ––––––––––	–––––––––––– (511.3) –––––––––––– ––––––––––––

	1 January 2016 ––––––––––	Non-cash items ––––––––––	Cash flow ––––––––––	Currency translation ––––––––––	31 December 2016 ––––––––––––
			(£ millions)
Cash and cash equivalents	84.8	–	(12.6)	12.6	84.8
Bank overdrafts (Note 5.3)	(1.9)	–	1.4	–	(0.5)
Net cash	–––––––––– 82.9	–––––––––– –	–––––––––– (11.2)	–––––––––– 12.6	–––––––––––– 84.3
Bonds due in less than one year	(254.0)	4.0	250.0	–	–
Bank loans due in more than one year	(74.0)	–	(324.7)	(3.1)	(401.8)
Bonds due in more than one year	(239.5)	1.1	–	(46.3)	(284.7)
Borrowings	–––––––––– (567.5)	–––––––––– 5.1	–––––––––– (74.7)	–––––––––– (49.4)	–––––––––––– (686.5)
Derivative assets associated with borrowings	10.0	(5.6)	–	1.0	5.4
Derivative liabilities associated with
borrowings	(10.3) ––––––––––	– ––––––––––	– ––––––––––	10.3 ––––––––––	– ––––––––––––
Net debt	(484.9) –––––––––– ––––––––––	(0.5) –––––––––– ––––––––––	(85.9) –––––––––– ––––––––––	(25.5) –––––––––– ––––––––––	(596.8) –––––––––––– ––––––––––––

1 January 2015	Non-cash items	Cash flow	Currency translation	31 December 2015 ––––––––––––
74.4	–	8.1	2.3	84.8
(1.3)	–	(0.6)	–	(1.9) ––––––––––––
73.1	–	7.5	2.3	82.9
–	(254.0)	–	–	(254.0)
				(74.0)
(483.6)	257.3	–	(13.2)	(239.5)
(619.1)	3.3	62.6	(14.3)	–––––––––––– (567.5)
14.0	(4.4)	–	0.4	10.0
(6.0)	0.1	–	(4.4)	(10.3) ––––––––––––
(538.0)	(1.0)	70.1	(16.0)	(484.9) –––––––––––– ––––––––––––
	–––––––––– (including held for sale) (Note 6.4) –––––––––– Net cash Bonds due in less than one year (135.5) –––––––––– borrowings –––––––––– –––––––––– ––––––––––	–––––––––– –––––––––– – –––––––––– –––––––––– –––––––––– ––––––––––	–––––––––– (£ millions) –––––––––– 62.6 –––––––––– –––––––––– –––––––––– ––––––––––	–––––––––– –––––––––– (1.1) –––––––––– –––––––––– –––––––––– ––––––––––

5.2 Cash and cash equivalents

	2017	2016	2015
	–––––––––––	–––––––––––	–––––––––––
		(£ millions)
Cash at bank and in hand	77.7	84.8	76.5
Cash at bank and in hand held for sale (Note 6.4)	–	–	8.3
	–––––––––––	–––––––––––	–––––––––––
	77.7	84.8	84.8
	–––––––––––	–––––––––––	–––––––––––
	–––––––––––	–––––––––––	–––––––––––

Cash at bank and in hand generally earns interest at floating rates based on daily bank deposit rates. This includes short-term deposits which are made for varying periods of between one day and three months earning interest at the respective short-term deposit rates. The majority of the Group's surplus cash is deposited with major banks rated at least A (Standard and Poor's) or A2 (Moody's).

5.3 Borrowings

2017	2016	2015 –––––––––––
	(£ millions)
(3.6)	0.5	1.9
–	–	254.0 –––––––––––
(3.6)	0.5	255.9 –––––––––––
–	295.7	–
(259.0)	284.7	239.5
(57.5)	106.1	74.0 –––––––––––
(271.8)	–	– –––––––––––
(588.3)	686.5	313.5 ––––––––––– –––––––––––
	––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– –––––––––––	––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– –––––––––––

£250 million 6.5 per cent. sterling bonds due 2016

Issued at 99.384 per cent. of par, the bonds paid an annual interest coupon of 6.5 per cent. on 23 November until repaid on maturity on 23 November 2016. The effective interest rate was 6.71 per cent. The Group entered into interest rate swaps for £150 million whereby it received 6.5 per cent. and paid a floating rate of LIBOR plus 2.9 per cent. semi-annually. The Group also entered into a cross-currency swap for £75 million whereby it received GBP LIBOR plus 2.9 per cent. semi-annually and paid a floating rate of USD LIBOR plus 3.144 per cent. semi-annually on \$125.1 million. The interest rate swaps and cross-currency swaps were settled on 23 November 2016.

\$365 million Bridge Facility due 2018

The Group entered into a \$365 million bridge facility agreement in December 2016 to part fund the acquisition of Allworld Exhibitions. The bridge was fully drawn and incurred interest at USD LIBOR plus 0.7 per cent. until 19 June 2017 when the Group repaid the facility in full using the US Private Placement Loan Note proceeds. The facility was cancelled on 19 June 2017.

\$350 million 5.75 per cent. dollar bonds due 2020

The Group issued \$350 million fixed rate dollar bonds at 98.295 per cent. of par. The bonds pay a 5.75 per cent. coupon on a semi-annual basis on 3 May and 3 November until maturity in 2020. The effective interest rate is 6.17 per cent. The coupon of 5.75 per cent. would be increased in the event the Group's long-term credit rating were to be reduced below investment grade by either Standard and Poor's (below BBB-) or Moody's (below Baa3). The increase to the coupon would be 0.25 per cent. per 'ratings notch' per agency. The Group entered into interest rate swaps for \$100 million whereby it receives 5.75 per cent. and pays a floating rate of USD LIBOR plus 2.65 per cent. semi-annually.

£400 million syndicated revolving credit facility

On 12 April 2016, the Group extended the term of the variable multi-currency facility by one year to mature on 22 April 2021. Subsequently, on 7 April 2017, the Group extended the term of the variable rate multi-currency facility by one year to mature on 22 April 2022.

The £400 million facility bears interest of LIBOR plus 0.6 per cent. whilst the Group's rating is BBB- /Baa3 (UBM's current ratings). The future interest rate is dependent on the credit rating of the Group: the rate will be revised to LIBOR plus 0.9 per cent. for any downgrade to BB+/Ba1; LIBOR plus 1.3 per cent. for downgrade to BB/Ba2 or lower; LIBOR plus 0.5 per cent. for an upgrade to BBB/Baa2; or LIBOR plus 0.4 per cent. for an upgrade to BBB+/Baa1 or higher. In addition, when 33 per cent. or less of the facility is utilised, an additional fee of 0.1 per cent. on the total amount drawn is payable; this increases to 0.2 per cent. when in excess of 33 per cent. of the facility is utilised and increases to 0.3 per cent. when in excess of 66 per cent. of the facility is utilised. Drawings under the facility at 31 December 2017 amount to £57.5 million. The undrawn portion of this facility is £342.5 million. The Group paid arrangement fees of £2.0 million in respect of the £400 million syndicated revolving credit facility. These fees are allocated to the income statement over the term of the facility using the effective interest method.

\$370 million US Private Placement Loan Notes

To replace the \$365 million bridge facility, \$370 million US Private Placement Loan Notes were issued on 15 June 2017 in three tranches: \$45 million of 5 year notes with a floating rate coupon of USD LIBOR plus 1.65 per cent., \$175 million of 7 year notes with a fixed rate coupon of 4.45 per cent. and \$150 million of 10 year notes with a fixed rate coupon of 4.68 per cent. Interest is paid semi-annually in arrears. The Group entered into a 7 year interest rate swap for \$78 million, whereby it receives a fixed rate of 4.45 per cent. and pays a floating rate of USD LIBOR plus 2.09 per cent. semi-annually in arrears, commencing 15 June 2017.

5.4 Net financing expense

This note details the interest income generated on the Group's financial assets and the interest expense incurred on borrowings and other financial assets and liabilities. In reporting 'adjusted earnings' the Group adjusts net financing income/expense to exclude foreign exchange gains/losses on forward contracts, ineffectiveness on hedges, other fair value movements and exceptional items. Foreign exchange and fair value movements reflect the value of these instruments at a point in time, resulting in a variable impact on profit and loss.

Accounting policy

Interest expense and interest income are calculated under the effective interest method. As no interest is directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to prepare for its intended use, all interest expense is recognised as finance expense when incurred.

Net financing expense

	Before exceptional items 2017	Excep- tional items 2017	Total 2017 ––––––––– ––––––––– ––––––––– ––––––––– –––––––––	Before excep- tional items 2016	Excep- tional items 2016	Total 2016 ––––––––– ––––––––– ––––––––– –––––––––	Before excep- tional items 2015	Excep tional items 2015	Total 2015
Financing expense					(£ millions)
Borrowings and
loans Total interest expense for financial liabilities not classified at fair value	(25.9)	–	(25.9)	(27.5)	–	(27.5)	(26.9)	–	(26.9)
through profit or loss	(25.9)	–	(25.9)	(27.5)	–	(27.5)	(26.9)	–	(26.9)
Pension schemes net finance expense (Note 7.2)	(1.3)	–	(1.3)	(0.6)	–	(0.6)	(1.7)	–	(1.7)
Fair value movement on			––––––––– ––––––––– ––––––––– ––––––––– –––––––––			––––––––– ––––––––– ––––––––– –––––––––
interest rate swaps Fair value movement	–	–	–	–	–	–	(0.2)	–	(0.2)
on borrowings	–	–	– ––––––––– ––––––––– ––––––––– ––––––––– –––––––––	–	–	– ––––––––– ––––––––– ––––––––– –––––––––	0.2	–	0.2
Ineffectiveness on fair
value hedges (Note 5.5) Exceptional financing expense Fair value movement on put options over	–	–	–	0.3	–	0.3	–	–	–
non-controlling interests	–	–	–	–	(7.1)	(7.1)	–	–	–
Foreign exchange loss
on forward contract Other fair value movements	(0.3) (0.6)	– –	(0.3) (0.6)	– (0.5)	– –	– (0.5)	(0.1) (0.4)	– –	(0.1) (0.4)
	(28.1)	–	––––––––– ––––––––– ––––––––– ––––––––– ––––––––– (28.1) ––––––––– ––––––––– ––––––––– ––––––––– –––––––––	(28.6)	(7.1)	––––––––– ––––––––– ––––––––– ––––––––– (35.7) ––––––––– ––––––––– ––––––––– –––––––––	(29.1)	–	(29.1)
Financing income
Cash and cash equivalents	1.8	–	1.8	1.5	–	1.5	1.0	–	1.0
Vendor loan note	–	–	– ––––––––– ––––––––– ––––––––– ––––––––– –––––––––	0.3	–	0.3 ––––––––– ––––––––– ––––––––– –––––––––	1.6	–	1.6
Total interest income	1.8	–	1.8 ––––––––– ––––––––– ––––––––– ––––––––– –––––––––	1.8	–	1.8 ––––––––– ––––––––– ––––––––– –––––––––	2.6	–	2.6
Fair value movement on interest rate swaps	(1.5)	–	(1.5)	(5.1)	–	(5.1)	(3.8)	–	(3.8)
Fair value movement on borrowings	2.4	–	2.4	6.2	–	6.2	4.1	–	4.1
Ineffective portion on			––––––––– ––––––––– ––––––––– ––––––––– –––––––––			––––––––– ––––––––– ––––––––– –––––––––
fair value hedges (Note 5.5) Foreign exchange gain	0.9	–	0.9	1.1	–	1.1	0.3	–	0.3
on forward contract	–	–	– ––––––––– ––––––––– ––––––––– ––––––––– –––––––––	0.2	–	0.2 ––––––––– ––––––––– ––––––––– –––––––––	–	–	–
Finance income before
exceptional items	2.7	–	2.7 ––––––––– ––––––––– ––––––––– ––––––––– –––––––––	3.1	–	3.1 ––––––––– ––––––––– ––––––––– –––––––––	2.9	1.1	4.0
Exceptional financing
income Fair value movement on put	–	–	–	–	–	–	–	–	–
options over non-controlling
interests	–	5.1	5.1 ––––––––– ––––––––– ––––––––– ––––––––– –––––––––	–	–	– ––––––––– ––––––––– ––––––––– –––––––––	–	1.1	1.1
Total financing income	2.7	5.1	7.8 ––––––––– ––––––––– ––––––––– ––––––––– –––––––––	3.1	–	3.1 ––––––––– ––––––––– ––––––––– –––––––––	0.3	–	0.3
Net financing expense	(25.4)	5.1	(20.3) ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– –––––––––	(25.5)	(7.1)	(32.6) ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– –––––––––	(26.2)	1.1	(25.1)

The ineffective portion on fair value hedges in 2017 represents the difference between the fair value movement of the interest rate swaps designated as hedge instruments and the fair value movement of the hedged portions of \$370 million US Private Placement Loan Notes due in 2024 and the \$350 million 5.75 per cent. dollar bonds due 2020. The ineffective portion on fair value hedges in 2016 represented the difference between the fair value movement of the interest rate swaps designated as hedge instruments and the fair value movement of the hedged portions of the \$350 million 5.75 per cent. dollar bonds and the £250 million 6.5 per cent. sterling bonds which matured in November 2016.

The exceptional financing income in 2017 on the fair value movement on put options over noncontrolling interests is a result of a downward revision of future performance in the related businesses using updated forecast financial information.

The exceptional financing expense in 2016 on the fair value movement on put options over non-controlling interests is a result of improved performance in the related businesses using updated forecast results in line with the Events First strategy.

5.5 Derivative financial instruments and hedging activities

Accounting policy

Hedging activities

The Group uses derivative financial instruments to hedge risks and accounts for them as either fair value hedges when they hedge the exposure to changes in the fair value of a recognised asset or liability; cash flow hedges where they hedge exposure to variability in cash flows that is either attributable to a particular risk associated with a recognised asset or liability or a forecast transaction; or as a hedge of net investment in foreign operations. At the inception of a hedge relationship, the Group formally designates and documents the hedge relationship to which the Group wishes to apply hedge accounting and the risk management objective and strategy for undertaking the hedge. Such hedges are expected at inception to be highly effective and are assessed on an ongoing basis to determine whether they have been highly effective throughout the financial reporting periods for which they were designated.

For fair value hedges which meet the conditions for hedge accounting, any fair value gain or loss is recognised in profit or loss. The carrying amount of the hedged item is adjusted for the change in the fair value of the hedged risk and the resulting gain or loss is recognised in profit or loss.

Changes in the fair value of derivative financial instruments that are designated and effective as cash flow hedges of forecast transactions are recognised in other comprehensive income. The cumulative amount recognised in other comprehensive income is reclassified into profit or loss and out of other comprehensive income in the same period in which the hedged firm commitments or forecast transactions are recognised in profit or loss.

Foreign currency borrowings and forward exchange contracts are used as net investment hedges. All foreign exchange gains or losses arising on translation of net investments are recognised in other comprehensive income and included in cumulative translation differences. Foreign currency borrowings used to hedge a net investment in a foreign operation are measured using the exchange rate at the reporting date. The resulting gains or losses are taken to be other comprehensive income to the extent that they are effective, with any ineffectiveness recognised in profit or loss. Forward exchange contracts used to hedge a net investment hedge are measured at fair value at the reporting date. The resulting gains or losses are taken to be other comprehensive income to the extent that they are effective, with any ineffectiveness recognised in profit or loss.

Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated or exercised, or no longer qualifies for hedge accounting. At that point, any cumulative gains or losses on the hedging instrument recognised in other comprehensive income are retained until the forecast transaction occurs, when they are transferred to profit or loss. If a hedged transaction is no longer expected to occur, the net cumulative gain or loss recognised in other comprehensive income is transferred to profit or loss.

Changes in the fair value of the derivative financial instruments that do not qualify for hedge accounting are recognised in profit or loss.

Derivative financial instruments

	2017 –––––––––––	2016 –––––––––––	2015 –––––––––––
		(£ millions)
Financial assets – current
Interest rate swaps – hedged1	–	–	3.6
Forward exchange contracts	– –––––––––––	0.2 –––––––––––	– –––––––––––
	– –––––––––––	0.2 –––––––––––	3.6 –––––––––––
Financial assets – non-current
Interest rate swaps – hedged1	1.6	3.1	3.9
Interest rate swaps1	1.6	2.3	2.5
	––––––––––– 3.2 –––––––––––	––––––––––– 5.4 –––––––––––	––––––––––– 6.4 –––––––––––
Financial liabilities – current
Interest rate swaps – hedged1	(0.3)	–	–
Forward exchange contracts – hedged1	(0.1)	–	(10.3)
Put options over non-controlling interests	(2.4)	(3.1)	(6.7)
	––––––––––– (2.8) –––––––––––	––––––––––– (3.1) –––––––––––	––––––––––– (17.0) –––––––––––
Financial liabilities – non-current
Put options over non-controlling interests	(4.8)	(12.7)	(6.7)
	––––––––––– (4.8) –––––––––––	––––––––––– (12.7) –––––––––––	––––––––––– (6.7) –––––––––––
	–––––––––––	–––––––––––	–––––––––––

1 Derivatives associated with debt instruments.

Hedges

Net investment in foreign operations

	2017	2016	2015
	–––––––––––	––––––––––– (£ millions)	–––––––––––
Forward exchange contracts – derivative financial liabilities	–	–	(10.3)

The following borrowings and US Dollar cross-currency interest rate swaps are designated as hedges of the indicated net investments and are used to hedge the Group's exposure to foreign exchange risk on these investments.

	Borrowing Contracts 2017	Currency 2017	Portion Designated as a hedge 2017	Net Investment Hedged 2017	Borrowing 2016	Currency Contracts 2016	Portion Designated as a hedge 2016	Net investment hedged 2016	Borrowing contracts 2015	Currency 2015	Portion Designated as a hedge 2015	Net investment hedged 2015
US Dollar	(millions) 720.0	(millions) –	(millions) 720.0	Advanstar, UBM Asia	––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– ––––––––– (millions) 846.0	(millions) –	(millions) 838.9	Advanstar, UBM LLC and UBM Canon	(millions) 350.0	(millions) 125.1	(millions) 475.1	UBM Tech, UBM Canon, UBM Asia and UBM Advanstar

Under the \$125.1 million cross-currency contract, the Group paid annual interest of USD LIBOR plus 3.14 per cent. and received GBP LIBOR plus 2.90 per cent. on £75 million until 23 November 2016 when the contract matured (Note 5.3). This hedge was assessed to be highly effective during 2016 and at 31 December 2015 with the small ineffective portion of the hedging contracts transferred to financing expense (Note 5.4).

Fair value hedges

	2017	2016	2015
	–––––––––––	––––––––––– (£ millions)	–––––––––––
Interest rate swaps – net derivative financial assets	1.3	3.1	7.5

At 31 December 2017, interest rate swaps were in place for \$78 million matched against \$78 million of the \$370 million US Private Placement Loan Notes due 2024. Under this swap, the Group receives a rate of 4.45 per cent. and pays a floating rate of USD LIBOR plus 2.09 per cent. semi-annually in arrears.

Interest rate swaps at 31 December 2017, 2016 and 2015 also relate to the floating rate swaps for \$100 million matched against \$100 million of the \$350 million 5.75 per cent. dollar bonds due 2020. Under these swaps, the Group received 5.75 per cent. to match the bond coupons and pays six month USD LIBOR plus an average of 2.65 per cent.

The interest rate swaps are used to increase the Group's exposure to interest rates to maintain a balance of fixed and floating interest rate cost. These hedges were assessed to be highly effective at 31 December 2017, 2016 and 2015 with the small ineffective portions of the hedging contracts included in financing income/expense.

At 31 December 2015, interest rate swaps were also in place for £150 million matched against £150 million of the £250 million 6.5 per cent. sterling bonds which matured in November 2016. Under this swap, the Group received 6.50 per cent. and paid six month sterling LIBOR plus 2.90 per cent. These hedges were also assessed to be highly effective during 2016 and at 31 December 2015 with the small ineffective portions of the hedging contracts included in financing income/expense.

5.6 Fair values and fair value hierarchy

Valuation techniques

Valuation techniques use observable market data where it is available and rely as little as possible on entity-specific estimates.

The fair values of interest rate swaps and forward exchange contracts are measured using discounted cash flows. Future cash flows are based on forward interest/exchange rates (from observable yield curves/forward exchange rates at the end of the reporting period) and contract interest/forward rates, discounted at a rate that reflects the credit risk of the counterparties.

The fair value of the \$350 million 5.75 per cent. dollar bonds due 2020 has been measured at the present value of future cash flows discounted using market rates of interest.

Part of the consideration received in respect of the sale of PRN in 2016 was Class A Limited Partnership Units ("partnership units") in GTCR Canyon Holdings (Canyon), L.P, ("Canyon"), the parent of the PRN purchaser, Cision. These partnership units had a par value of \$40 million and an interest coupon of 8 per cent. On 29 June 2017, Cision merged with Capitol Acquisition Holding Company Ltd, who is listed on the New York Stock Exchange. As a result of the merger, Canyon owns 68 per cent. of the ordinary shares of the listed entity, now called Cision Ltd. The partnership units in Canyon were valued at \$43.4 million representing the par value and accrued interest to 29 June 2017. The investment continues to be reported as an available-for-sale asset on the balance sheet. At 31 December 2017, the partnership units are valued at \$51.5 million. The partnership units are measured at fair value based on the quoted share price of Cision Ltd, with movements in fair value taken to other comprehensive income.

The fair values of put options over non-controlling interests (including exercise price) and contingent and deferred consideration on acquisitions are measured using discounted cash flows models with inputs derived from the projected financial performance in relation to the specific contingent consideration criteria for each acquisition, as no observable market data is available. The fair values are most sensitive to the projected financial performance of each acquisition; management makes a best estimate of these projections at each financial reporting date and regularly assesses a range of reasonably possible alternatives for those inputs and determines their impact on the total fair value. An increase of 20 per cent. to the projected financial performance used in the put option measurements would increase the aggregate liability by £2.2 million (2016: £4.1 million, 2015: £3.5 million). The fair value of the contingent and deferred consideration on acquisitions is not significantly sensitive to a reasonable change in the forecast performance. The potential undiscounted amount for all future payments that the Group could be required to make under the contingent consideration arrangements for all acquisitions is £23.3 million (2016: £16.4 million, 2015: £3.8 million).

	Carrying amount 2017	Fair value 2017	Carrying amount 2016	Fair value 2016	Carrying amount 2015	Fair value 2015
	––––––––––– (£ millions)	–––––––––––	––––––––––– (£ millions)	–––––––––––	–––––––––––	–––––––––––
Financial assets at fair value through profit or loss
Interest rate swaps Forward exchange	3.2	3.2	5.4	5.4	10.0	10.0
contract	–	–	0.2	0.2	–	–
Vendor loan note	–	–	–	–	7.8	7.8
Available-for-sale financial assets
Partnership Units	38.1 –––––––––––	38.1 –––––––––––	26.8 –––––––––––	26.8 –––––––––––	– –––––––––––	– –––––––––––
	41.3 –––––––––––	41.3 –––––––––––	32.4 –––––––––––	32.4 –––––––––––	17.8 –––––––––––	17.8 –––––––––––
Financial liabilities at amortised cost
£250 million 6.5%
sterling bonds due 2016 \$350 million 5.75% dollar	–	–	–	–	(99.8)	(102.5)
bonds due 2020	(183.5)	(190.4)	(200.4)	(208.8)	(167.5)	(179.6)
\$370 million US Private
Placement Loan Notes	(215.0)	(232.6)
Financial liabilities at fair value through profit or loss
£250 million 6.5% sterling
bonds due 2016	–	–	–	–	(154.2)	(158.3)
\$350 million 5.75% dollar
bonds due 2020	(75.5)	(78.3)	(84.3)	(87.8)	(72.0)	(77.3)
\$370 million US Private
Placement Loan Notes	(56.8)	(61.4)	–	–	–	–
Interest rate swaps Forward exchange	(0.3)	(0.3)	–	–	–	–
contracts	(0.1)	(0.1)	–	–	(10.3)	(10.3)
Put options over non-controlling
interests	(7.2)	(7.2)	(15.8)	(15.8)	(13.4)	(13.4)
Contingent and deferred consideration on
acquisitions	(7.8)	(7.8)	(15.0)	(15.0)	(0.8)	(0.8)
	––––––––––– (546.2) –––––––––––	––––––––––– (578.1) –––––––––––	––––––––––– (315.5) –––––––––––	––––––––––– (327.4) –––––––––––	––––––––––– (518.0) –––––––––––	––––––––––– (542.2) –––––––––––

Fair values of financial assets and financial liabilities

The fair values of all other financial assets and liabilities do not differ from their carrying amount.

Fair value hierarchy

The fair value measurements at the reporting date are classified according to the significance of the inputs used in making the measurements. The level in the hierarchy within which the fair value is categorised is determined based on the lowest level input that is significant to the fair value measurement in its entirety.

• Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.
• Level 2: inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (e.g. prices) or indirectly (e.g. derived from prices).
• Level 3: inputs for the assets or liabilities that are not based on observable market data.

For financial assets and financial liabilities that are recognised at fair value in the financial statements on a recurring basis, the Group determines whether transfers have occurred between Levels in the hierarchy by re-assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.

In 2017, the fair value measurement of the partnership units at Level 2 is a transfer from the Level 3 valuation of the former preferred equity instrument, following the public merger detailed above. During the periods ended 31 December 2017, 31 December 2016 and 31 December 2015, there were no transfers between Level 1 and Level 2 fair value measurement, and no other transfers into or out of Level 3 measurement.

For the purpose of fair value disclosures, the Group has determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.

Financial assets and financial liabilities measured at fair value in the statement of financial position and their categorisation in the fair value hierarchy:

––––– –––––––– –––––––– –––––––– –––––––– –––––––– –––––––– –––––––– –––––––– –––––––– –––––––– (£ millions) Financial assets at fair value through profit or loss Interest rate swaps 3.2 – 3.2 – 5.4 – 5.4 – 10.0 – 10.0 Forward exchange contracts – – – – 0.2 – 0.2 – – – – Vendor loan note – – – – – – – – 7.8 – – Available-for-sale financial assets Partnership Units 38.1 – 38.1 – 26.8 – – 26.8 – – – ––––– –––––––– –––––––– –––––––– –––––––– –––––––– –––––––– –––––––– –––––––– –––––––– –––––––– 41.3 – 41.3 – 32.4 – 5.6 26.8 17.8 – 10.0 ––––– –––––––– –––––––– –––––––– –––––––– –––––––– –––––––– –––––––– –––––––– –––––––– –––––––– Financial liabilities at amortised cost £250 million 6.5% sterling bonds due 2016 – – – – – – – – (102.5) – (102.5) \$350 million 5.75% dollar bonds due 2020 (190.4) – (190.4) (208.8) – (208.8) – (179.6) – (179.6)	Level 3
	––––––––
	–
	–
	7.8
	–
	–––––––– 7.8
	––––––––
	–
	–
\$370 million US
Private Placement
Loan Notes (232.6) – (232.6) Financial liabilities at fair value through profit or loss
£250 million 6.5% sterling bonds
due 2016 – – – – – – – – (158.3) – (158.3) \$350 million 5.75%	–
dollar bonds
due 2020 (78.3) – (78.3) (87.8) – (87.8) – (77.3) – (77.3)	–
\$370 million US Private Placement
Loan Notes (61.4) – (61.4)
Interest rate swaps (0.3) – (0.3)
Forward exchange
contracts (0.1) – (0.1) – – – – (10.3) – (10.3)	–
Put options over
non-controlling
interests (7.2) – – (7.2) (15.8) – – (15.8) (13.4) – –	(13.4)
Contingent and deferred
consideration
on acquisitions (7.8) – – (7.8) (15.0) – – (15.0) (0.8) – – ––––– –––––––– –––––––– –––––––– –––––––– –––––––– –––––––– –––––––– –––––––– –––––––– ––––––––	(0.8) ––––––––
(578.1) – (563.1) (15.0) (327.4) – (296.6) (30.8) (542.2) – (528.0) ––––– –––––––– –––––––– –––––––– –––––––– –––––––– –––––––– –––––––– –––––––– –––––––– –––––––– ––––– –––––––– –––––––– –––––––– –––––––– –––––––– –––––––– –––––––– –––––––– –––––––– ––––––––	(14.2) –––––––– ––––––––

Reconciliation of Level 3 fair value measurements:

	Put options over non- interests 2017	Contingent and deferred consi- controlling deration on Preferred controlling acquisitions 2017 –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– ––––––––––	equity 2016	Put options deferred over non- 2016 (£ millions)	Contingent and consi- deration on interests acquisitions 2016	Put options non- over controlling interests 2015	Contingent and deferred consi- deration on acquisitions 2015
At 1 January	(15.8)	(15.0)	–	(13.4)	(0.8)	(16.6)	(2.9)
Acquisitions (note 6.1)	–	(2.7)	–	–	(13.3)	–	(0.5)
Additions	–	–	21.9	–	–	–	–
Consideration paid	–	8.0	–	–	0.8	–	2.8
Exercise of put options (note 6.2)	2.2	–	–	5.8	–	–	–
Changes in estimates	5.1	1.1	1.7	(7.1)	(0.4)	1.1	(0.2)
Currency translation	1.3	0.8	3.2	(1.1)	(1.3)	2.1	–
At 31 December	(7.2)	–––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– (7.8) –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– ––––––––––	26.8	(15.8)	(15.0)	(13.4)	(0.8)

5.7 Financial risk management objectives and policies

The Group's financial instrument risk management objectives, policies and strategies and the Group's policies on capital management are set out in the Operating and Financial Review sections of the UBM 2017 Annual Report and Accounts (page 43), the UBM 2016 Annual Report and Accounts (page 54) and the UBM 2015 Annual Report and Accounts (page 45).

Interest rate risk

The following tables set out the carrying amount, by maturity, of the Group's financial instruments that are exposed to interest rate risk.

31 December 2017

	Within 1 year	Between 1 – 2 years	Between 2 – 3 years	Between 3 – 4 years	Between 4 – 5 years –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– ––––––––––	Over 5 years	Total
				(£ millions)
Fixed rate
\$350 million 5.75%
dollar bonds due 2020	–	–	(183.5)	–	– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– ––––––––––	–	(183.5)
\$175 million 4.45% US Private
Placement Loan Notes
due 2024	–	–	–	–	–	(71.4)	(71.4)
\$150 million 4.68% US Private					–––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– ––––––––––
Placement Loan Notes
due 2027	–	–	–	–	–	(110.5)	(110.5)
	–	–	(183.5)	–	–––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –	(181.9)	(365.4)
Floating rate					–––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– ––––––––––
Cash and cash equivalents	77.7	–	–	–	–	–	77.7
Bank overdraft	(3.6)	–	–	–	–	–	(3.6)
Interest rate swaps	–	–	3.2	–	–	(0.3)	2.9
\$45 million USD LIBOR plus
1.65% US Private Placement
Loan Notes due 2022	–	–	–	–	(33.1)	–	(33.1)
\$175 million 4.45% US Private Placement
Loan Notes due 20241	–	–	–	–	–	(56.8)	(56.8)
£400 million syndicated revolving
credit facility	–	–	–	–	(57.5) –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– ––––––––––	–	(57.5)
\$350 million 5.75% dollar bonds
due 20201	–	–	(75.5)	–	–	–	(75.5)
	74.1	–	(72.3)	–	–––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– (90.6) –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– ––––––––––	(57.1)	(145.9)
					–––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– ––––––––––

1 Interest rate swap arrangements convert the instrument from fixed to floating rate (detailed in Note 5.5).

31 December 2016

	Within 1 year	Between 1 – 2 years	Between 2 – 3 years	Between 3 – 4 years –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– ––––––––––	Between 4 – 5 years	Over 5 years	Total
				(£ millions)
Fixed rate
\$350 million 5.75% dollar bonds
due 2020	–	–	–	(200.4)	–	–	(200.4)
	–	–	–	–––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– (200.4) –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– ––––––––––	–	–	(200.4)
Floating rate
Cash and cash equivalents	84.8	–	–	–	–	–	84.8
Bank overdraft	(0.5)						(0.5)
Interest rate swaps	–	–	–	5.4	–	–	5.4
\$365 million bridge
facility due 2018	–	(295.7)	–	–	–	–	(295.7)
£400 million syndicated
revolving credit facility	–	–	–	–	(106.1)	–	(106.1)
\$350 million 5.75% dollar
bonds due 20201	–	–	–	(84.3)	–	–	(84.3)
	84.3	(295.7)	–	–––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– (78.9) –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– ––––––––––	(106.1)	–	(396.4)
				–––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– ––––––––––

1 Interest rate swap arrangements convert the instrument from fixed to floating rate (detailed in Note 5.5).

Interest on financial instruments classified as floating rate is repriced at set intervals of less than one year.

31 December 2015

	Within 1 year	Between 1 – 2 years	Between 2 – 3 years	Between 3 – 4 years	Between 4 – 5 years	Over 5 years	Total
				(£ millions)	–––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– ––––––––––
Fixed rate
£250 million 6.5% sterling
bonds due 2016	(99.8)	–	–	–	–	–	(99.8)
\$350 million 5.75% dollar
bonds due 2020	–	–	–	–	(167.5)	–	(167.5)
	(99.8)	–	–	–	–––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– (167.5)	–	(267.3)
Floating rate					–––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– ––––––––––
Cash and cash equivalents	82.9	–	–	–	–	–	82.9
Interest rate swaps	3.6	–	–	–	6.4	–	10.0
Forward exchange contracts	(10.3)	–	–	–	–	–	(10.3)
£400 million syndicated
revolving credit facility	–	–	–	–	(74.0)	–	(74.0)
£250 million 6.5% sterling bonds
due 20161	(154.2)	–	–	–	–	–	(154.2)
\$350 million 5.75% dollar bonds
due 20201	–	–	–	–	(72.0)	–	(72.0)
	(78.0)	–	–	–	–––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– (139.6) –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– ––––––––––	–	(217.6)

The following table demonstrates the impact on the Group's profit before tax from possible changes in interest rates applicable to financial instruments denominated in the following currencies, with all other variables held constant.

	Increase in basis points 2017 –––––––––	Effect on profit before tax 2017 –––––––––	Gains/ (losses) recorded in equity 2017 –––––––––	Increase in basis points 2016 –––––––––	Effect on profit before tax 2016 –––––––––	Gains/ (losses) recorded in equity 2016 –––––––––	Increase in basis points 2015 –––––––––	Effect on profit before tax 2015 –––––––––	Gains/ (losses) recorded in equity 2015 –––––––––
					(£ millions)
Chinese
renminbi	100	0.4	–	100	0.3	–	100	0.3	–
Sterling	100	(0.6)	–	100	–	–	100	(1.5)	–
US Dollar	100	(1.5)	–	100	5.0	–	100	(1.2)	–

A decrease in equivalent basis points would result in the exact opposite effect on profit before tax.

Credit risk

Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Group manages its credit risk in relation to its operating activities (trade receivables) and from its financing activities, including deposits with banks and financial institutions and other financial instruments.

Financial instruments and cash deposits

The following financial instruments and cash deposits are exposed to credit risk:

	2017	2016	2015
	–––––––––––	––––––––––– (£ millions)	–––––––––––
Cash and cash equivalents (including held for sale)	77.7	84.8	84.8
Interest rate swaps	3.2	5.4	10.0
	––––––––––– 80.9 ––––––––––– –––––––––––	––––––––––– 90.2 ––––––––––– –––––––––––	––––––––––– 94.8 ––––––––––– –––––––––––

The majority of the Group's surplus cash is deposited with major banks of high-quality credit standing. The Group enters into derivative contracts only with major banks of high-quality credit standing. The maximum credit risk associated with the Group's financial instruments and cash deposits is equal to their carrying amount as set out in Note 5.2.

Trade receivables

Customer credit risk is managed by each business unit in accordance with the Group's established policy, procedures and controls relating to customer credit management. Credit limits are established for all customers and are based inter alia on bank references and credit checks. Outstanding customer receivables are regularly monitored.

Concentrations of credit risk with respect to trade receivables are limited due to the Group's customer base being large and unrelated. The maximum credit risk associated with the Group's trade receivables is equal to their carrying amount as set out in Note 4.5.1.

Foreign currency risk

The following table demonstrates the sensitivity of the Group's profit before tax to a possible change in the listed currencies, with all other variables held constant, due to changes in the translated value of monetary assets and liabilities and the fair value of forward exchange contracts. Equivalent currency sensitivities are also provided for the Group's equity due to changes in the fair value of forward exchange hedges and net investment hedges.

	Percentage fall in currency 2017 –––––––––	Effect on profit tax 2017 –––––––––	Gains recorded in equity 2017 –––––––––	Percentage fall in currency 2016 –––––––––	Effect on profit tax 2016 –––––––––	Gains recorded in equity 2016 –––––––––	Percentage fall in currency 2015 –––––––––	Effect on profit tax 2015 –––––––––	Gains recorded in equity 2015 –––––––––
					(£ millions)
Euro	10%	–	–	10%	–	–	10%	(0.1)	–
Japanese yen	10%	–	–	10%	–	–	10%	(0.1)	–
US Dollar	10%	(0.4)	53.3	10%	–	68.0	10%	–	32.2

Liquidity risk

The tables below summarise the maturity profile of the gross contractual outflows of the Group's financial liabilities.

31 December 2017

	On demand –––––––––––	Due within 1 year –––––––––––	Due between 1 and 5 years –––––––––––	Due 5 years and beyond –––––––––––	Total –––––––––––
			(£ millions)
Derivative financial liabilities	–	–	(0.3)	(0.2)	(0.5)
Put options over non-controlling interests	–	(2.4)	(1.8)	–	(7.2)
£400 million variable rate
multi-currency facility	–	(0.7)	(60.8)	–	(61.5)
\$350 million 5.75% dollar bonds due 2021	–	(14.9)	(288.7)	–	(303.6)
\$370 million bridge facility	–	(12.2)	(81.8)	(272.5)	(366.5)
Trade payables	–	(22.8)	–	–	(22.8)
Other payables	–	(35.9)	(2.7)	–	(38.6)
Contingent and deferred consideration	–	(4.8)	(3.0)	–	(7.8)
	––––––––––– – –––––––––––	––––––––––– (93.7) –––––––––––	––––––––––– (442.1) –––––––––––	––––––––––– (272.7) –––––––––––	––––––––––– (808.5) –––––––––––
	–––––––––––	–––––––––––	–––––––––––	–––––––––––	–––––––––––

31 December 2016

On demand	Due within 1 year	between 1 and 5 years	Due 5 years and beyond	Total –––––––––––
		(£ millions)
–	(0.1)	–	–	(0.1)
–	(3.1)	(12.7)	–	(15.8)
–	(2.5)	(141.5)	–	(144.0)
–	(16.3)	(332.4)	–	(348.7)
–	(6.7)	(306.9)	–	(313.6)
–	(23.3)	–	–	(23.3)
–	(38.9)	(2.7)	–	(41.6)
–	(11.3)	(3.7)	–	(15.0) –––––––––––
–	(102.2)	(799.9) ––––––––––– –––––––––––	– ––––––––––– –––––––––––	(902.1) ––––––––––– –––––––––––
	––––––––––– –––––––––––	––––––––––– ––––––––––– ––––––––––– ––––––––––– ––––––––––– –––––––––––	Due ––––––––––– –––––––––––	––––––––––– –––––––––––

31 December 2015

On demand	Due within 1 year	Due between 1 and 5 years	Due 5 years and beyond	Total –––––––––––
		(£ millions)
–	(11.1)	(0.2)	–	(11.3)
–	(6.7)	(6.7)	–	(13.4)
–	(1.6)	(79.7)	–	(81.3)
				(266.2)
				(305.9)
				(33.5)
				(34.3)
–	(0.8)	–	–	(0.8) –––––––––––
– ––––––––––– –––––––––––	(355.5) ––––––––––– –––––––––––	(391.2) ––––––––––– –––––––––––	– ––––––––––– –––––––––––	(746.7) ––––––––––– –––––––––––
	––––––––––– – – – – –––––––––––	––––––––––– (266.2) (13.7) (33.5) (21.9) –––––––––––	––––––––––– – (292.2) – (12.4) –––––––––––	––––––––––– – – – – –––––––––––

The above tables include an estimate of interest on the Group's financial liabilities based on the forward interest rate curve and assume the liabilities are in place until their maturity dates.

5.8 Equity and dividends

Accounting policy

Equity instruments issued by the Company are recorded at the fair value of the proceeds received net of direct issue costs. Where any group company purchases the Company's equity share capital, the consideration paid, including any directly attributable incremental costs (net of income taxes), is deducted from equity attributable to the owners of the Company until the shares are cancelled, reissued or disposed of. Where such shares are subsequently sold or reissued, any consideration received, net of any directly attributable incremental transaction costs and the related income tax effects, is included in equity attributable to the owners of the Company.

Share capital

2017	2016	2015 –––––––––––
	(£ millions)
121.7	121.7	121.7
	Ordinary	Ordinary
		shares ––––––––––––
	Number	(£ millions)
	442,977,538	44.3
	5	– ––––––––––––
	(49,219,727)	–
	151,042	–
	393,908,858	–
	179,302	44.3
	394,088,160	–––––––––––– 44.3 –––––––––––– ––––––––––––
	––––––––––– At 1 January 2016 Issued in respect of share option schemes and other entitlements At 31 December 2016 share consolidation Share consolidation share consolidation At 31 December 2017	––––––––––– shares –––––––––––– –––––––––––– –––––––––––– –––––––––––– ––––––––––––

The ESOP Trust owns 0.19 per cent. (2016: 0.21 per cent., 2015: 0.34 per cent.) of the issued share capital of the Company in trust for the benefit of employees of the Group and their dependents. The ESOP Trust waives its dividend entitlement and abstains from voting at general meetings.

On 27 June 2016, in conjunction with the special dividend of 55.3p per share, a share consolidation was carried out to convert nine existing ordinary shares with a nominal value of 10p each to eight new ordinary shares with a nominal value of 11.25p each. The share consolidation converted the 442,997,543 existing issued and fully paid ordinary shares into 393,757,816 new issued and fully paid ordinary shares. In accordance with IAS 33, the prior period weighted average number of shares has not been restated as the share consolidation was coupled with the payment of the special dividend.

Share premium

2017	2016	2015 –––––––––––
		533.5
0.7	0.6	1.2
536.0	535.3	––––––––––– 534.7 ––––––––––– –––––––––––
	––––––––––– 535.3 ––––––––––– ––––––––––– –––––––––––	––––––––––– (£ millions) 534.7 ––––––––––– ––––––––––– –––––––––––

The Company received £0.7 million (2016: £0.6 million, 2015: £1.2 million) on the issue of shares in respect of the exercise of options awarded under various share option plans.

Dividends

	2017	2016	2015
	–––––––––––	––––––––––– (£ millions)	–––––––––––
Declared and paid during the year
Equity dividends on ordinary shares
Final dividend for 2016 of 16.6p (2015: 16.3p, 2014: 16.0p)	65.3	71.8	70.8
Special dividend for 2016 of 55.3p (2015: nil)	–	243.7	–
Interim dividend for 2017 of 5.5p (2016: 5.4p, 2015: 5.3p)	21.6 –––––––––––	21.2 –––––––––––	23.4 –––––––––––
	86.9 ––––––––––– –––––––––––	336.7 ––––––––––– –––––––––––	94.2 ––––––––––– –––––––––––
Proposed (not recognised as a liability at 31 December)
Equity dividends on ordinary shares
Final dividend for 2017 of 18.0p (2016: 16.6p, 2015: 16.3p)	70.9	65.3	72.0

There are no income tax consequences to the Group arising from the payment of dividends by the Company to its shareholders.

Other reserves

Merger reserve	Foreign currency translation reserve	ESOP reserve	Available- for-sale reserve	Other reserves	Total other reserves –––––––––––
		(£ millions)
(732.2)	(31.7)	(1.5)	–	125.3	(640.1)
–	41.1	–	–	–	41.1
					17.1
					(23.4)
					(605.3)
					(605.3)
					192.5
					26.3
–	–	24.4	–	–	(24.4)
					––––––––––– (410.9)
					(71.3)
					14.7
					(13.9)
(732.2)	115.3	(5.1)	15.3	125.3	––––––––––– (481.4) ––––––––––– –––––––––––
	––––––––––– – – (732.2) (732.2) – – ––––––––––– (732.2) – – – ––––––––––– ––––––––––– –––––––––––	––––––––––– – – 9.4 9.4 190.8 – ––––––––––– 200.2 (84.9) – – ––––––––––– ––––––––––– –––––––––––	––––––––––– 17.1 (23.4) (7.8) (7.8) – 26.3 ––––––––––– (5.9) – 14.7 (13.9) ––––––––––– ––––––––––– –––––––––––	––––––––––– – – – – 1.6 – ––––––––––– 1.7 13.6 – – ––––––––––– ––––––––––– –––––––––––	––––––––––– – – 125.3 125.3 – – ––––––––––– 125.3 – – – ––––––––––– –––––––– ––––––––––– –––

Notes:

1 The amount included in the foreign currency translation reserve for 2015 represents the currency translation difference on foreign operations of Group subsidiaries of £60.3 million (excluding £(0.4) million relating to non-controlling interests), on net investment hedges of £(17.5) million, on joint ventures and associates of £0.3 million and a reclassification adjustment for foreign operations in period of £(2.0) million.

• 2 The amount included in the foreign currency translation reserve for 2016 represents the currency translation difference on foreign operations on Group subsidiaries of £197.5 million (excluding £6.4 million relating to non-controlling interests), on net investment hedges of £(39.0) million, on joint ventures and associates of £(0.3) million and on the reclassification adjustment for foreign operations in period of £32.6 million, relating to disposals (Note 6.3). The amount included in the foreign currency translation reserve for 2014 represents the currency translation difference on foreign operations of Group subsidiaries of £28.8 million (excluding £1.5 million relating to non-controlling interests), on net investment hedges of £(18.8) million and on joint ventures and associates of £0.6 million.
• 3 The amount included in the foreign currency translation reserve for 2017 represents the currency translation difference on foreign operations on Group subsidiaries of £(141.7) million (excluding £(4.2) million relating to non-controlling interests), and on net investment hedges of £56.8 million. The amount included in the foreign currency translation reserve for 2015 represents the currency translation difference on foreign operations of Group subsidiaries of £60.3 million (excluding £(0.4) million relating to non-controlling interests), on net investment hedges of £(17.5) million, on joint ventures and associates of £0.3 million and a reclassification adjustment for foreign operations in period of £(0.2) million.

Merger reserve

The merger reserve is used to record entries in relation to certain reorganisations that took place in previous accounting periods. The majority of the balance on the reserve relates to the capital reorganisation that took place in 2008 which created a new holding company which is UK-listed, incorporated in Jersey and with its tax residence in the Republic of Ireland. The return of the Company's tax residency to the United Kingdom in November 2012 had no impact on these balances.

Foreign currency translation reserve

The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial statements of foreign subsidiaries. It is also used to record the effect of hedging net investments of foreign operations.

ESOP reserve

The ESOP reserve records ordinary shares held by the ESOP Trust to satisfy future share awards. The shares are recorded at cost. During the year ended 31 December 2017, 1,915,285 shares were purchased by the ESOP (2016: 3,787,951 shares, 2015: 4,364,749 shares) at a cost of £13.9 million (2016: £24.4 million, 2015: £23.4 million). The Company received contributions of £6.7 million (2016: £18.0 million, 2015: £11.3 million) from employees relating to the exercise price of share options and awards granted in prior years.

Available-for-sale reserve

The available-for-sale reserve is used to record fair value movements on the preferred equity issued to the Group as part of the consideration for the disposal of the PR Newswire business.

Section 6: Acquisitions and disposals

6.1 Acquisitions

Growth through acquisitions is one of the Group's priorities in order to deliver its Events First strategy. Further details of the Group's strategy are provided in the Strategic Report on pages 1 to 36 of the UBM 2017 Annual Report and Accounts.

The Group completed five acquisitions during 2017 of which Arabian Exhibition Management WLL ("AEM") was significant (2016: five acquisitions of which Allworld Exhibitions ("Allworld") and Business Journals Inc. ("BJI") were significant, 2015: three acquisitions of which Hospitalar Feiras Congressos E Empreendimentos Ltda was significant).

Accounting policy

The Group uses the acquisition method to account for business combinations. The consideration transferred is measured as the amount of cash and cash equivalents transferred, the fair value of any equity instruments transferred and the fair value of any contingent consideration arrangement. Subsequent changes to the fair value of the contingent consideration which is classified as a financial liability that is within the scope of IAS 39 are recognised as profit or loss.

The Group recognises the fair values of the assets acquired, the liabilities (including contingent liabilities) assumed, and the equity interests issued by the Group. For significant acquisitions, management is assisted by external advisers in identifying and measuring the fair values of any intangible assets acquired. On an acquisition-by-acquisition basis, the Group recognises any non-controlling interest in the acquiree either at fair value (under the full goodwill method) or at the proportionate share of the acquiree's identifiable net assets. When the full goodwill method is used, the fair value of the non-controlling interest is measured using a multiples approach adjusted for the discount that market participants would expect for the lack of control.

Acquisition costs incurred are recognised as an expense in the income statement in the period incurred and classified as exceptional items.

If a business combination is achieved in stages, the acquisition date carrying amount of the Group's previously held equity interest in the acquiree is remeasured to fair value at the acquisition date through profit or loss.

All 2017, 2016 and 2015 acquisitions where less than 100 per cent. of the voting rights of a company were purchased have been accounted for using the full goodwill method.

2017 acquisitions

The Group has acquired 100 per cent. of the voting rights in all cases where acquisitions involved the purchase of companies unless otherwise stated below.

Acquisition	2017 acquisition date	Activity	Segment	Initial and deferred consideration	Maximum contingent consideration
––––––––––––––	––––––––––––	––––––––––––	––––––––––––	–––––––––––– (£ millions)	––––––––––––
		Events
		operator in
Arabian Exhibition		multiple
Management WLL	13 January	industries	Events	48.4	–
Marmara Tanitim		LED &
Fuarcilik Organizasyon		lighting
Reklam ve Ticaret A.S	2 February	exhibition	Events	0.7	0.2
		Provider of
		market
AMA Research Limited	3 April	research, data	OMS	1.4	–
		and bespoke
		reports
		Renewable
		energy
Green Thinking (Services)		exhibition and
Limited	22 September	conferences	Events	5.7	10.0
		Healthcare
		exhibition and
The Aesthetic Show	13 November	conference	Events	4.6 ––––––––––––	– ––––––––––––
				60.8 ––––––––––––	10.2 ––––––––––––

Arabian Exhibition Management WLL

On 13 January 2017, the Group acquired 100 per cent. of AEM for cash consideration of £48.4 million. AEM is the Bahrain business of Allworld Exhibitions. The majority of the Allworld Exhibitions acquisition completed on 19 December 2016 and was reported as an acquisition in 2016. The Bahrain business was subject to separate close conditions and completed on 13 January 2017.

The initial and deferred consideration amounts are after working capital adjustments.

2016 acquisitions

The Group has acquired 100 per cent. of the voting rights in all cases where acquisitions involved the purchase of companies unless otherwise stated below.

Acquisition	2016 acquisition date	Activity	Segment	Initial and deferred consideration	Maximum contingent consideration
––––––––––––––	––––––––––––	––––––––––––	––––––––––––	–––––––––––– (£ millions)	––––––––––––
		Fashion events and associated online and	Events and
Business Journals Inc	21 April	print products Content marketing	OMS	50.0	–
Content Marketing		events and	Events and
Institute	31 May	online	OMS	11.3	13.7
		Battery (power
Smarter Shows (Power)		and
Holdings Limited (The		technology)
Battery Show)	31 October	event Integrated	Events	12.0	2.3
Boannews Co., Ltd		security
(Secon) 60%	31 October	exhibition Events	Events	1.8	0.4
		operator in
Allworld Exhibitions	19 December	multiple industries	Events	379.7	–
				–––––––––––– 454.8 –––––––––––– ––––––––––––	–––––––––––– 16.4 –––––––––––– ––––––––––––

The initial and deferred consideration amounts are after working capital adjustments.

Allworld Exhibitions

On 19 December 2016, the Group acquired Allworld for £379.7 million, after working capital adjustments and excluding £49 million consideration for the Bahrain business. The Bahrain business was subject to separate closing conditions and completed on 13 January 2017. As control was not obtained until 13 January 2017, the Bahrain business was not consolidated at 31 December 2016.

Net assets of £131.3 million, including cash of £28.9 million and intangible assets of £145.8 million have been recognised.

Allworld is a leading, privately owned Asian exhibitions business operating 51 tradeshows in 11 countries, with approximately 250 employees and international sales teams based in London and Singapore. Allworld is a pure play event business that serves business professionals and consumers in nine industry sectors, and has industry leading events in the attractive Food & Hospitality, Packaging, Manufacturing, TMT and Oil & Gas sectors.

In 2016, Allworld generated 90 per cent. of its revenue from 28 major events and 52 per cent. of revenue from annual events. It has consistently delivered strong organic growths over the past 10 years with high profit margins and cash conversion rates.

The preliminary goodwill of £248.4 million (restated to £227.5 million following completion of acquisition accounting in 2017), arising from the acquisition of Allworld relates to the following factors:

• the acquisition strengthens UBM's position in Asia, creating a leading events business in the ASEAN region, and provides UBM with entry into the Middle East;
• the acquisition operates in complementary sectors to UBM's existing portfolio, particularly in Food & Hospitality, Packaging and Manufacturing, and with entry into Oil & Gas; and
• the acquisition provides a significant opportunity to accelerate growth through operational initiatives and application of Events First best practices.

None of the goodwill recognised on the acquisition of Allworld is expected to be deductible for tax purposes.

Business Journals Inc.

The goodwill of £33.7 million arising from the acquisition of BJI relates to the following factors:

• BJI is a well-established player in the US market for fashion trade shows, allowing UBM to benefit from expected growth in this sector;
• the acquisition is highly complementary to UBM's existing fashion tradeshow portfolio, providing UBM with scope to generate material synergies in areas such as event operations, property and cross-marketing opportunities;
• revenue synergies from New York venue optimisation where UBM can combine BJI-controlled space which is under-utilised with UBM's existing space during key market periods; and
• cost synergies from combining show management structures, scale efficiencies and overhead cost reductions.

The goodwill arising on the acquisition of BJI is expected to be deductible for tax purposes.

2015 acquisitions

	2015 acquisition			Initial and deferred	Maximum contingent
Acquisition ––––––––––––––	date ––––––––––––	Activity ––––––––––––	Segment ––––––––––––	consideration ––––––––––––	consideration ––––––––––––
				(£ millions)
Shanghai International
Printing Industry			Other
Expo (CSTPF) –		Digital printing	Marketing
70%	27 January	textile business	Services	0.8	0.4
Hospitalar Feiras
Congressos E
Empreendimentos		Healthcare trade
Ltda (Hospitalar)	2 June	show	Events	31.1	–
		Optoelectronics
		event and media
eMedia Asia Limited	30 June	business	Events	7.6 ––––––––––––	– ––––––––––––
				39.5 ––––––––––––	0.4 ––––––––––––
				––––––––––––	––––––––––––

The initial and deferred consideration amounts are after working capital adjustments.

The goodwill of £22.6 million arising from the Hospitalar acquisition relates to the following factors:

• the acquisition provides UBM with increased scale in Brazil, as Hospitalar is Latin America's largest healthcare tradeshow; and
• the acquisition reinforces UBM's position as a core events business in line with its Events First strategy.

None of the goodwill recognised on the acquisition of Hospitalar is expected to be deductible for tax purposes.

Acquired net assets

The fair value of the identifiable assets and liabilities acquired in respect of acquisitions (excluding equity transactions) made in 2017 and 2016 was:

	AEM	Other	All acquisitions acquisitions	Restated Allworld –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– –––––––––– ––––––––––	BJI	Other	Restated All acquisitions acquisitions
	2017	2017	2017	2016	2016	2016	2016
				(£ millions)
Intangible assets arising on acquisition	23.7	5.2	28.9	168.8	15.1	13.1	197.0
Property, plant and equipment	–	–	–	0.4	–	–	0.4
Trade and other receivables	2.4	1.4	3.8	11.9	2.9	2.1	16.9
Deferred tax asset	–	0.2	0.2	–	–	–	–
Cash and cash equivalents	4.2	0.7	4.9	28.9	3.7	1.1	33.7
	30.3	7.5	37.8	210.0	21.7	16.3	248.0
Trade and other payables	(4.9)	(2.6)	(7.5)	(23.5)	(5.4)	(3.1)	(32.0)
Current tax liability	–	–	–	(6.3)	–	(0.1)	(6.4)
Deferred tax liability	–	(0.5)	(0.5)	(27.5)	–	(1.1)	(28.6)
Provisions	–	–	–	(0.5)	–	–	(0.5)
	(4.9)	(3.1)	(8.0)	(57.8)	(5.4)	(4.3)	(67.5)
Identifiable net assets	25.4	4.4	29.8	152.2	16.3	12.0	180.5
Goodwill arising on acquisition	23.0	9.2	32.2	227.5	33.7	22.2	283.4
Non-controlling interests	–	–	–	–	–	(1.5)	(1.5)
	48.4	13.6	62.0	379.7	50.0	32.7	462.4

The fair value of the identifiable assets and liabilities acquired in respect of acquisitions (excluding equity transactions) made in 2015 was:

	Hospitalar 2015	Other acquisitions 2015	All acquisitions 2015
		–––––––––––––––– –––––––––––––––– –––––––––––––––– (£ millions)
Intangible assets arising on acquisition	12.2	2.8	15.0
Property, plant and equipment	–	–	–
Trade and other receivables	0.5	1.6	2.1
Deferred tax asset	–	–	–
Cash and cash equivalents	–	7.6	7.6
	12.7	–––––––––––––––– –––––––––––––––– –––––––––––––––– 12.0	24.7
Trade and other payables	–	–––––––––––––––– –––––––––––––––– –––––––––––––––– (6.9)	(6.9)
Current tax liability	–	–	–
Deferred tax liability	(4.2)	(0.7) –––––––––––––––– –––––––––––––––– ––––––––––––––––	(4.9)
Provisions		–––––––––––––––– –––––––––––––––– ––––––––––––––––
	(4.2)	(7.6) –––––––––––––––– –––––––––––––––– ––––––––––––––––	(11.8)
Identifiable net assets	8.5	4.4	12.9
Goodwill arising on acquisition	22.6	11.1	33.7
Fair value of previously held interests	–	(3.8)	(3.8)
Non-controlling interests	–	(2.9)	(2.9)
	31.1 ––––––––––––––––	–––––––––––––––– –––––––––––––––– –––––––––––––––– 8.8 –––––––––––––––– –––––––––––––––– –––––––––––––––– –––––––––––––––– ––––––––––––––––	39.9

The goodwill recognised on the acquisition of AEM is not expected to be deductible for tax purposes.

Trade and other receivables acquired have been measured at fair value which is the gross contractual amounts receivable. All amounts recognised are expected to be collected. The intangible assets acquired as part of the acquisitions in 2017, 2016 and 2015 were:

	AEM 2017 £m	Other acquisitions 2017 £m	All acquisitions 2017 £m	Restated Allworld 2016 £m	BJI 2016 £m	Other acquisitions 2016 £m	Restated All acquisitions 2016 £m
Brands	18.1	2.7	20.8	121.7	11.2	6.0	138.9
Order backlog	–	–	–	4.4	0.1	0.8	5.3
Customer relationships	5.6	2.3	7.9	40.0	2.8	4.0	46.8
Customer contracts and
relationships	5.6	2.3	7.9	44.4	2.9	4.8	52.1
Databases	–	0.2	0.2	2.7	0.9	2.3	5.9
Software	–	–	–	–	0.1	–	0.1
Total	23.7	5.2	28.9	168.8	15.1	13.1	197.0

	Hospitalar 2015 ––––––––––––––––	Other acquisitions 2015 –––––––––––––––– (£ millions)	All acquisitions 2015 ––––––––––––––––
Brands	6.2	1.5	7.7
Software	–	–	–
Order backlog	–	–	–
Customer relationships	6.0	1.2	7.2
Customer contracts and relationships	6.0	1.2	7.2
Databases	–	0.1	0.1
Total	–––––––––––––––– 12.2 –––––––––––––––– ––––––––––––––––	–––––––––––––––– 2.8 –––––––––– –––––––––––––––– ––––––	–––––––––––––––– 15.0 –––––––––––––––– ––––––––––––––––

The total consideration transferred on acquisitions in 2017, 2016 and 2015 is as follows:

	AEM 2017 £m	Other acquisitions 2017 £m	All acquisitions 2017 £m	Allworld 2016 £m	BJI 2016 £m	Other acquisitions 2016 £m	All acquisitions 2016 £m
Cash and cash equivalents	48.4	11.1	59.5	376.1	49.0	24.0	449.1
Fair value of contingent
consideration	–	1.2	1.2	–	–	7.6	7.6
Deferred consideration	–	1.3	1.3	3.6	1.0	1.1	5.7
Total consideration transferred	48.4	13.6	62.0	379.7	50.0	32.7	462.4

	Hospitalar 2015 ––––––––––––––––	Other acquisitions 2015 ––––––––––––––––	All acquisitions 2015 ––––––––––––––––
		(£ millions)
Cash and cash equivalents	31.1	8.3	39.4
Fair value of contingent consideration	–	0.4	0.4
Deferred consideration	–	0.1	0.1
Total consideration transferred	–––––––––––––––– 31.1 ––––––––––––––––	–––––––––––––––– 8.8 ––––––––––––––––	–––––––––––––––– 39.9 ––––––––––––––––

Acquisition costs of £2.2 million (2016: £6.7 million, 2015: £1.2 million) have been recognised as an exceptional operating item in the income statement and are included in operating cash flows in the statement of cash flows. £1.9 million of these costs related to the acquisition of Allworld (2016: £4.7 million and £0.7 million related to Allworld and BJI respectively, 2015: £0.6 million related to Hospitalar).

Acquisition performance

From their respective dates of acquisition to 31 December 2017, the acquisitions completed in 2017 contributed £13.7 million to revenue and £3.3 million to adjusted operating profit to the Group (2016: £21.5 million and £4.4 million respectively, 2015: £7.7 million and £2.6 million). If the acquisitions had taken place at the beginning of 2017, the acquisitions would have contributed £18.4 million to revenue and £4.6 million to adjusted operating profit of the Group (2016: £107.7 million and £31.8 million respectively, of which £68.2 million of revenue and £23.2 million of adjusted operating profit would have been contributed by Allword, 2015: £20.2 million and £6.3 million).

Cash flow effect of acquisitions

The aggregate cash flow effect of acquisitions was as follows:

	AEM 2017	Other acquisitions 2017	All acquisitions 2017	Allworld 2016	BJI 2016	Other acquisitions 2016	All acquisitions 2016
	£m	£m	£m	£m	£m	£m	£m
Net cash acquired	(4.2)	(0.7)	(4.9)	(28.9)	(3.7)	(1.1)	(33.7)
Cash paid to acquire	48.4	11.1	59.5	376.1	49.0	24.0	449.1
Contingent consideration paid:
2016 acquisitions	–	3.2	3.2	–	–	–	–
2012 acquisitions	–	–	–	–	–	0.8	0.8
Deferred consideration paid:
2016 acquisitions	–	4.7	4.7	–	–	–	–
2015 acquisitions	–	0.1	0.1	–	–	–	–
Net cash outflow on acquisitions	44.2	18.4	62.6	347.2	45.3	23.7	416.2

	Hospitalar 2015	Other acquisitions 2015	All acquisitions 2015
	––––––––––––––––	–––––––––––––––– (£ millions)	––––––––––––––––
Net cash acquired	–	(7.6)	(7.6)
Cash paid to acquire	31.1	8.4	39.5
Contingent consideration paid:
2012 acquisitions	–	–	–
Deferred consideration paid:
2012 acquisitions	–	0.5	0.5
2014 acquisitions	–	2.3	2.3
Net cash outflow on acquisitions	–––––––––––––––– 31.1 –––––––––––––––– ––––––––––––––––	–––––––––––––––– 3.6 –––––––––– –––––––––––––––– ––––––	–––––––––––––––– 34.7 –––––––––––––––– ––––––––––––––––

The Group paid £3.2 million of contingent consideration during 2017 in relation to 2016 acquisitions, of which £2.0 million was in relation to the acquisition of CMI, and £1.2 million related to The Battery Show.

The Group paid £4.7 million of deferred consideration during 2017 in relation to 2016 acquisitions, of which £3.5 million was in relation to the acquisition of Allworld, £1.0 million related to CMI and the remaining £0.2 million related to BJI and Secon. The Group paid £0.1 million of deferred consideration during 2017 in relation to the 2015 acquisition of Shanghai International Printing Industry Expo ("CSTPF").

The Group paid £0.8 million of contingent consideration during 2016 in relation to the 2012 acquisition of UBM ICC Fuarcilik ve Organizasyon Ticaret A.Ş.

The Group paid £0.5 million of deferred consideration during 2015 in relation to the 2012 acquisition of Dentech China, £0.9 million in relation to the 2014 acquisition of Centro Impulsor de la Habitacion y la Construccion, A.C. ("CIHAC") and £1.4 million in relation to the 2014 acquisition of Seatrade Communications Limited ("Seatrade").

Put and call options

There is a call option in relation to the 2015 acquisition of CSTPF on the remaining 30 per cent. interest, which is exercisable after three years. The exit pricing mechanism will be calculated at fair market value to be agreed by both parties.

6.2 Equity transactions

Accounting policy

When there is a change in ownership of a subsidiary without a change in control, the difference between the consideration paid/received for the subsidiary and the relevant share of the carrying amount of its net assets acquired/disposed of is recorded in equity. The carrying amounts of the controlling and non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiary. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid is recognised directly in equity.

2017	2016	2015
	(£ millions)	––––––––––
2.0	5.8	–
		–
		–
(0.7)	(3.9)	0.3
(0.7)	(3.9)	–––––––––– 0.3 –––––––––– ––––––––––
	–––––––––– (2.2) 0.2 –––––––––– –––––––––– ––––––––––	–––––––––– (5.8) – –––––––––– –––––––––– ––––––––––

On 27 September 2017, the Group acquired the remaining 20 per cent. minority shareholding of Rotaforte International Trade Fairs and Media for initial consideration of £2.0 million and deferred consideration of £0.2 million. This equity purchase brings the Group's total shareholding in Rotaforte International Trade Fairs and Media to 100 per cent.

On 29 February 2016, the Group acquired the remaining 25 per cent. minority shareholding of Sienna Interlink for a total cash consideration of £2.3 million. This equity purchase brings the Group's total shareholding in Sienna Interlink to 100 per cent.

On 9 June 2016, the Group acquired the remaining 25 per cent. minority shareholdings of Intermodal Organizacao de Eventos S.A. Ltda and UBM Brazil Feiras e Eventos Ltda for a total cash consideration of £2.7 million. This equity purchase brings the Group's total shareholdings in both Intermodal Organizacao de Eventos S.A. and UBM Brazil Feiras e Eventos Ltda to 100 per cent.

On 8 September 2016, the Group acquired a further 15 per cent. shareholding of UBM ICC Fuarcilik ve Organizasyon Ticaret A.Ş (ICC) for a total cash consideration of £0.8 million. This equity purchase brings the Group's total shareholding in ICC to 85 per cent.

On 1 March 2015, the Group acquired the remaining 40 per cent. minority shareholding of UBM Novomania Limited for a total cash consideration of HKD 1.0 as the business had ceased trading. This equity purchase brings the Group's total shareholding in UBM Novomania Limited to 100 per cent.

6.3 Disposals

The Group continues to make disposals in order to further progress towards a portfolio of integrated cross-media marketing and communication services designed to serve specific commercial and professional communities. These disposals have generated resources to invest in activities that are closely linked to the Group's strategic priorities. Disposals are disclosed as part of the Group's discontinued operations when they represent a single major line of business or geographical area of operations, as required by IFRS 5 'Non-current assets held for sale and discontinued operations'.

Accounting policy

When the Group disposes of, or loses control, joint control or significant influence over a subsidiary, joint venture or associate, it derecognises the assets (including goodwill) and liabilities of the entity, the carrying amount of any non-controlling interest and any cumulative translation differences recorded in equity. The fair value of the consideration received and the fair value of any investment retained is recognised. The resulting gain or loss for disposals not disclosed as discontinued operations is recognised in profit or loss within 'Other operating income/expense' or in exceptional items if the gain or loss is material.

2017 disposals

Disposal –––––––––––––––––––––––––	2017 disposal date	Activity –––––––––––––– ––––––––––––––––––––	Segment	Initial and deferred Gain/(loss) consideration on disposal ––––––––––– ––––––––––– –––––––––––
Customer Tech portfolio and					(£ millions)
Care & Dementia Show	8 September	Marketing and care shows	Events	3.3	2.6
				––––––––––– 3.3 ––––––––––– –––––––––––	––––––––––– 2.6 ––––––––––– –––––––––––

On 15 May 2017, the Group disposed of its 100 per cent. owned subsidiary UBM Index Trade Fairs Private Limited (Index) for consideration of £1,000. The net assets disposed were impaired to their recoverable amount at 31 December 2016, resulting in no gain or loss on disposal. Index was not classified as a discontinued operation and the disposal had an immaterial effect on the Group's assets and liabilities.

2016 disposals

2016 disposal			Initial and deferred	Gain/(loss)
				–––––––––––
				(£ millions)
	Newswire distribution
PR Newswire 16 June	services	PR Newswire	595.1	389.1
Electronics Media portfolio 29 July	Electronics media	OMS	19.2	9.2
	UK sustainable
Ecobuild 12 December	construction show	Events	–	(35.1)
			614.3	––––––––––– 363.2 ––––––––––– –––––––––––
	date	Activity	Segment –––––––––––––– ––––––––––––––––––––	consideration on disposal ––––––––––– ––––––––––– ––––––––––– ––––––––––– –––––––––––

The Group disposed of its PR Newswire businesses on 16 June 2016 for cash consideration of \$810 million and preferred equity of \$40 million, measured at \$31 million on a fair value basis at that date. The preferred equity constitutes 400,000 Class A limited partnership units in the purchaser parent with a par value of \$40 million and an interest coupon of 8 per cent. At 31 December 2016, the fair value of the preferred equity is £26.8 million and is reported within 'Available-for-sale investments'. The interest income is calculated on a compound basis and will only be recognised in the income statement when the right to receive the payment is established on recoupment following an exit event.

The Group also disposed of the following investments:

• on 22 April 2016, UBM disposed of its 9.5 per cent. investment in Janus SAS for consideration of £2.1 million. A profit of £2.2 million has been recognised within note 3.5 to the UBM 2016 Annual Report and Accounts.
• on 13 July 2016, UBM disposed of its investment in Light Reading LLC for consideration of £16.1 million. A profit of £9.0 million has been recognised in note 3.5 to the UBM 2016 Annual Report and Accounts.

2015 disposals

Disposal –––––––––––––––––––––––––––––––––– –––––––––	2015 disposal date	Activity –––––––––––	Segment –––––––––––	Initial and deferred consideration –––––––––––	Loss on disposal –––––––––––
				(£ millions)
Leisure Industry Week	21 January	Telecoms research Customer management	Events Other Marketing	0.4	(0.3)
PG Promotions SA	31 January	consulting	Services	0.6	(0.3)
				––––––––––– 1.0 ––––––––––– –––––––––––	––––––––––– (0.6) ––––––––––– –––––––––––

The Group also disposed of the following investments:

• in April 2015, UBM disposed of its remaining 30 per cent. shareholding in the Channel Company for consideration of £1.9 million for nil profit/loss. The investment was reported as a fixed asset investment.

Disposed net assets

The aggregate effect of the disposals on the Group's assets and liabilities were as follows:

	Total –––––––––––	Total –––––––––––	Total –––––––––––
	2017	2016	2015
	–––––––––––	––––––––––– (£ millions)	–––––––––––
Goodwill	2.6	131.4	0.5
Intangible assets	0.1	13.1	1.0
Property, plant and equipment	–	13.2	–
Deferred tax assets	–	1.6	–
Investment in joint ventures and associates	–	2.1	–
Trade and other receivables	1.9	50.8	2.8
Cash and cash equivalents	– –––––––––––	5.2 –––––––––––	1.2 –––––––––––
Total assets	4.6 –––––––––––	217.4 –––––––––––	5.5 –––––––––––
Trade and other payables	––––––––––– (4.1)	––––––––––– (56.8)	––––––––––– (3.9)
Deferred tax liability	–	(1.1)	(0.2)
Total liabilities	––––––––––– (4.1) –––––––––––	––––––––––– (57.9) –––––––––––	––––––––––– (4.1) –––––––––––
Identifiable net assets	––––––––––– 0.5	––––––––––– 159.5	––––––––––– 1.4
Costs associated with disposal	0.2	38.6	0.2
Loss on deal contingent forward	–	20.4	–
Cumulative exchange loss reclassified to profit and loss on disposal	–	32.6	–
Profit/(loss) on disposal	2.6	363.2	(0.6)
Consideration received	3.3	614.3	1.0
Less cash disposed and deferred consideration	–	(5.2)	(1.8)
Cash received for sale of fixed asset investment net of disposal costs	–	–	1.7
Less preferred equity	–	(21.9)	–
Translation difference using deal contingent forward	–	(41.4)	–
Net cash inflow	––––––––––– 3.3 ––––––––––– –––––––––––	––––––––––– 545.8 ––––––––––– –––––––––––	––––––––––– 0.9 ––––––––––– –––––––––––

6.4 Discontinued operations and assets held for sale

Accounting policy

Non-current assets or disposal groups are classified as held for sale if: their carrying amount will be recovered principally through sale, rather than continuing use; they are available for immediate sale; and the sale is highly probable. A disposal group consists of assets that are to be disposed of, by sale or otherwise, in a single transaction together with the directly associated liabilities. Goodwill arising from business combinations is included for cash generating units which are part of the disposal group.

On initial classification as held for sale, non-current assets or components of a disposal group are remeasured at the lower of their carrying amount and fair value less costs to sell. Any impairment on a disposal group is first allocated to goodwill and then to remaining assets and liabilities on a pro rata basis. Impairment on initial classification as held for sale and subsequent gains or losses on remeasurement are recognised in the income statement. Gains are not recognised in excess of any cumulative impairment.

No amortisation or depreciation is charged on non-current assets (including those in disposal groups) classified as held for sale. Assets classified as held for sale are disclosed separately on the face of the statement of financial position and classified as current assets or liabilities, with disposal groups being separated between assets held for sale and liabilities held for sale.

Discontinued operations

As disclosed in Section 1, the sale of the PR Newswire businesses was completed during 2016. PR Newswire was recognised as held for sale at 31 December 2015 and discontinued at 31 December 2016. During 2017, the Group has recognised an additional £7.8 million gain on disposal of PR Newswire primarily due to the release of warranties and indemnities recognised in accordance with specific clauses in the sale agreement. This gain has been recognised as an exceptional item for discontinued operations for the year ended 31 December 2017. The gain has a 2.0 pence impact on basic and diluted earnings per share and no cash flow effect.

The results of the discontinued operations which have been included in the consolidated income statement were as follows:

	PR Newswire
	–––––––––––––––––––––––– 2016	2015
	–––––––––– (£ millions)	––––––––––
Revenue	103.0	204.7
Other operating income	0.1	0.1
Operating expenses	(75.2)	(156.7)
Share of results from joint ventures and associates	0.2 ––––––––––	0.3 ––––––––––
Adjusted operating profit from discontinued operations	28.1	48.4
Amortisation of intangible assets arising on acquisitions	–	(1.0)
Exceptional operating items	390.2 ––––––––––	(29.3) ––––––––––
Profit before tax from discontinued operations	418.3	18.1
Attributable tax	(1.8)	(2.7)
Exceptional tax items	(1.1)	–
Profit for the year from discontinued operations	–––––––––– 415.4 ––––––––––	–––––––––– 15.4 ––––––––––
Earnings per share for discontinued operations	––––––––––	––––––––––
Basic	98.2	3.5
Diluted	97.2	3.5
Net cash flows attributable to discontinued operations
Net cash from operating activities	20.9	30.9
Net cash from investing activities	(3.9)	(4.7)
Net cash from financing activities	(26.9) ––––––––––	(26.4) ––––––––––
Net cash flows attributable to discontinued operations	(9.9) –––––––––– ––––––––––	(0.2) –––––––––– ––––––––––

The PR Newswire exceptional item is the profit on disposal of £389.1 million which includes:

• £34.8 million of disposal costs for services incurred relating to the disposal. The costs include broker fees, management transaction bonuses, legal advice and warranties and indemnities recognised in accordance with specific clauses in the sale agreement.
• £20.4 million foreign exchange loss on the fair value measurement of a deal contingent forward used to fix the US Dollar proceeds into sterling, which is in addition to a £21.0 million loss recognised in 2015. Consistent with the accounting treatment adopted for a similar instrument taken out for the Advanstar acquisition, hedge accounting has not been applied.

In addition, included in discontinued operations is an £8.2 million charge for the settlement of the Axio legal dispute in respect of the Delta disposal after specific provisions, recoveries and legal costs. The total net exceptional credit for discontinued operations is £380.9 million.

Assets held for sale measured at the lower of their carrying amounts and fair value less costs to sell

	PR Newswire
	––––––––––––– 2015
	––––––––––––– (£ millions)
Goodwill	90.6
Intangible assets	6.4
Property, plant and equipment	11.1
Deferred tax asset	1.6
Investments in joint ventures and associates	1.9
Trade and other receivables	46.4
Cash and cash equivalents	8.3
Assets of disposal group classified as held for sale	––––––––––––– 166.3 –––––––––––––
Trade and other payables	(58.1)
Derivative financial instruments	(21.0) –––––––––––––
Liabilities associated with assets of disposal group classified as held for sale	(79.1)
Net assets classified as held for sale	––––––––––––– 87.2 ––––––––––––– –––––––––––––

Section 7: Employee benefits

7.1 Employee costs

Continuing –––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– –––––––––––	2017	2016 –––––––––––	2015 –––––––––––
		(£ millions)
Wages and salaries	225.9	211.5	203.1
Social security costs	18.2	16.4	11.6
Share-based payments (Note 7.3)	5.4	5.9	3.4
Pension costs – defined contribution plans (Note 7.2)	4.3	3.0	2.4
Pension costs1 – defined benefit plans (Note 7.2)	(3.1) –––––––––––	(3.9) –––––––––––	1.4 –––––––––––
	250.7 ––––––––––– –––––––––––	232.9 ––––––––––– –––––––––––	221.9 ––––––––––– –––––––––––

1 Includes net gain of £4.1 million (2016: £5.0 million) resulting from the pension scheme initiatives (Note 7.2).

Employee costs for the total group in 2016 totalled £281.0 million (2015: £317.8 million).

Employee numbers

	2017	2017	2016	2016	2015	2015
Continuing –––––––––––––––––––––––––––––––––––––––––––– ––––––––	Average	Year end ––––––––	Average ––––––––	Year end ––––––––	Average ––––––––	Year end ––––––––
Location
United Kingdom	758	757	733	752	786	764
United States and Canada	1,199	1,176	1,210	1,209	1,218	1,187
Continental Europe	140	144	125	137	106	111
China	931	998	846	891	804	820
Emerging Markets	694	681	531	697	466	484
Rest of world	169 ––––––––	177 ––––––––	141 ––––––––	166 ––––––––	112 ––––––––	128 ––––––––
	3,891 –––––––– ––––––––	3,933 –––––––– ––––––––	3,586 –––––––– ––––––––	3,852 –––––––– ––––––––	3,492 –––––––– ––––––––	3,494 –––––––– ––––––––
Operating segments
Events	3,152	3,205	2,996	3,222	2,697	2,736
Other Marketing Services	630	621	472	515	672	632
Corporate operations	109 ––––––––	107 ––––––––	118 ––––––––	115 ––––––––	123 ––––––––	126 ––––––––
	3,891 –––––––– ––––––––	3,933 –––––––– ––––––––	3,586 –––––––– ––––––––	3,852 –––––––– ––––––––	3,492 –––––––– ––––––––	3,494 –––––––– ––––––––

7.2 Retirement benefit obligations

The Group operates funded defined benefit and defined contribution pension schemes in the UK and overseas. The defined benefit pension schemes included in the following disclosures are:

• (i) UK schemes: the UBM Pension Scheme ("UBMPS") and the United Newspapers Executive Pension Scheme ("UNEPS"); and
• (ii) US schemes: CMP Post-Retirement Medical Plan.

Both the UK plans are final salary pension plans, which provide benefits to members in the form of a guaranteed level of pension payable for life. The level of benefits provided depends on members' length of service and their salary in the final years leading up to retirement. All the liabilities in the schemes relate to members who are deferred members, and pensions in payment. The UBMPS was closed to future accrual in 2016. Responsibility for governance of the plans – including investment decisions and contribution schedules – lies jointly with the Company and the Board of Trustees. The Board of Trustees must comprise one third nominated by the plan members and the remainder are appointed by the company and can include independent appointees, in accordance with the plan's regulations.

Deferred member's benefits and pensions in payment are increased by a fixed amount or updated in line with RPI or CPI inflation in accordance with the specific rules applying to the members' scheme section. Plan assets are held in Trusts and are invested in accordance with the Statement of Investment Principles.

Every three years, in accordance with legislation, the Board of Trustees reviews the level of funding of the pension plans and the level of contribution required by the Group to clear the deficit. Following the 2014 funding valuation, the Group agreed to make special contributions to the UK pension schemes of £2.5 million per annum until June 2019. This contribution schedule remains in place until the 2017 funding valuations are finalised, which is expected in the first half of 2018. In addition, the Group made an additional one-off contribution of £10 million during 2016 following the disposal of PR Newswire.

The following initiatives took place in the UBMPS scheme in 2016 and 2017 in line with government pension freedom flexibilities, to give members greater access to their pension:

• Pension Increase Exchange allows pensioners to exchange some of their future annual increases for a one-off uplift in pension, supported by independent financial advice. This option has now been implemented as an option for pensions at the point of retirement. The exchange results in the scheme liabilities and deficit being reduced and a past service credit in the income statement.

The following initiative took place in the UBMPS scheme in 2016:

• Closure of the UBMPS scheme to active members from 30 August 2016: this results in a curtailment gain in 2016 and eliminates the service cost in future years.

Accounting policy

For the defined contribution schemes, the contributions paid or payable in respect of employee service rendered during the accounting period are recognised as an expense in that period.

For the defined benefit pension schemes, the liability for the benefits earned by employees in return for service rendered in the current and prior periods is determined using the projected unit credit method as determined annually by qualified actuaries. This is based upon a number of assumptions, the determination of which is significant to the valuation.

The following are charged to operating profit:

• the net finance expense measured using the discount rate applied in measuring the defined benefit obligation;
• the increase in the present value of pension scheme liabilities arising from employee service in the current period (current service cost);
• the increase in the present value of pension scheme liabilities as a result of benefit improvements over the period during which such improvements vest (past service cost);
• gains and losses arising on settlements/curtailments; and
• scheme administration costs.

Actuarial gains and losses are recognised in full in other comprehensive income in the period in which they occur.

Defined benefit pension surpluses are recognised when scheme rules indicate that such surpluses are recoverable as either an unconditional right to refund if the scheme were to be wound up or reductions in future contributions. The availability of refunds or reductions of future contributions takes into account any minimum funding requirement of the UK defined benefit schemes. Any tax expense arising on refunds is deducted from any surplus recognised. Any gains or losses arising on the recognition of defined benefit plan surpluses or adjustments to such surpluses are recognised in other comprehensive income.

Defined contribution schemes

The expense for the year for defined contribution schemes was £4.3 million (2016: £3.0 million, 2015: £2.4 million).

Defined benefit schemes

The results for the 2014 actuarial funding valuations for the UK schemes were updated by qualified actuaries to 31 December 2015 and 31 December 2016 for accounting purposes. The preliminary results for the 2017 actuarial funding valuations for the UK schemes were updated to 31 December 2017 for accounting purposes by qualified actuaries.

Assumptions and sensitivities

Principal actuarial assumptions used in determining pension obligations for the Group's UK schemes:

	UK schemes ––––––––––––––––––––––––––––––––––––––––
	2017 –––––––––––	2016 –––––––––––	2015 –––––––––––
		per cent.
Discount rate	2.50	2.70	3.70
Future salary increases	n/a	n/a	3.75
Weighted average pension increases	2.90	3.25	2.80
Retail price inflation	3.15	3.25	2.80
Consumer price inflation	2.15	2.25	1.80

At 31 December 2017 and 2016, the discount rate is determined by discounting the estimated future cash flows using interest rates of corporate bonds with an "AA" rating and that have terms to maturity approximate to the terms of the related pension liability.

The life expectancy rates used are 105 per cent. of the 'SAPS' S2 tables based on the year of birth of scheme members, which is currently on average 1943 for pensioners and 1958 for non-pensioners. Allowances for future improvements in mortality rates are in line with the CMI 2016 projections with a one per cent. p.a. long-term trend rate (2016 and 2015: CMI 2015 projections with a one per cent. p.a. long-term trend rate). These projections allow for life expectancy to improve over time due to improvements in medical treatments and other lifestyle factors such that younger members who have not yet reached pensionable age are expected to live longer than current pensioner members.

The assumed average life expectancy of current pensioner members at age 65 is 21.7 years for males and 23.7 years for females (2016: 21.7 and 23.8 respectively, 2015: 21.7 years and 23.8 years, respectively). For current non-pensioner members aged 45, the assumed average life expectancy at age 65 is 22.8 years for males and 24.8 years for females (2016: 23.0 and 25.3 respectively, 2015: 22.9 years and 25.2 years, respectively). The average rate of improvement underlying the standard tables is an increase of approximately 0.8 years in life expectancy in every 10 years (2016: 0.8 years, 2015: 0.8 years).

For the 2017 valuation of US scheme liabilities, the 2016 valuation has been maintained. RP 2014 mortality tables and MP 2014 longevity improvements model have been used. The assumed average life expectancy of current pensioner members at age 65 is 21.6 years for males and 23.8 years for females (2016: 21.6 and 23.8 respectively, 2015: 21.6 years and 23.8 years, respectively). Non-pensioner members are assumed to take cash lump sums at retirement.

Additional assumptions used for valuing the UK scheme liabilities are an allowance for all non-pensioners to take 25 per cent. of pension as tax-free cash upon retirement (2016: 25 per cent., 2015: 25 per cent.).

The discount rate, assumed salary increases and assumed mortality all have a significant effect on the measurement of the defined benefit obligation. The sensitivity of the valuation to changes in these assumptions is as follows:

	Impact on deficit
	2017	–––––––––––––––––––––––––––––––––––––––– 2016	2015
	–––––––––––	––––––––––– (£ millions)	–––––––––––
0.25 percentage point decrease to discount rate	+19.8	+ 25.0	+19.0
0.25 percentage point increase to discount rate	–19.8	–24.0	–19.0
0.25 percentage point increase to inflation1
(including pension increases linked to inflation)	+8.5	+ 13.0	+9.0
0.25 percentage point decrease to inflation1
(including pension increases linked to inflation)	–8.4	–13.0	–10.0
One year increase to life expectancy	+24.9	+ 20.0	+15.0
One year decrease to life expectancy	–24.9	–21.0	–15.0

1 Inflation includes the effects of RPI and CPI

The sensitivity analyses above have been determined based on a method that extrapolates the impact on defined benefit obligation as a result of reasonable changes in key assumptions occurring at the end of the reporting period.

Risks and uncertainties

Plan assets are mainly invested in equities, bonds, gilts, property and diversified growth funds ("DGF(s)") and are exposed to the risks outlined below:

Asset volatility

The plan liabilities are calculated using a discount rate set with reference to corporate bond yields; if plan assets underperform this yield, this will create a deficit. The UBMPS holds a significant proportion of equities, which are expected to outperform bonds in the long term while providing volatility and risk in the short term. The Group believes that due to the long term nature of the plan liabilities and the strength of the supporting group, a level of continuing equity investment is an appropriate element of the Group's long term strategy to manage the plans efficiently. Some of the UBMPS' assets are invested in Diversified Growth Funds. These funds invest in a wide range of assets including equities, bonds, commodities and cash. These actively managed funds aim to provide equity-like returns over the medium to long term, but with less volatility.

Changes in bond yields

A decrease in corporate bond yields will increase plan liabilities, although this will be partially offset by an increase in the value of the plans' bond holdings.

Inflation Risk

Some of the Group pension obligations are linked to inflation, and higher inflation will lead to higher liabilities (although, in most cases, caps on the level of inflationary increases are in place to protect the plan against extreme inflation). Within the plans' assets are some UK government bonds linked to inflation; however, the majority of the plans' assets are either unaffected by inflation or loosely correlated with inflation (equities), meaning that an increase in inflation will also increase the deficit.

Life expectancy

The majority of the plans' obligations are to provide benefits for the life of the member, so increases in life expectancy will result in an increase in the plans' liabilities.

Financial position

UK schemes	Other schemes	Total	UK schemes	Other schemes	Total	UK schemes	Other schemes	Total
2017	2017	2017	2016	2016	2016	2015	2015	––––––––– 2015
				(£ millions)				–––––––––
assets 547.2	–	547.2	547.5	–	547.5	481.3	–	481.3
obligation (549.5)	(0.9)	(550.4)	(594.4)	(1.0)	(595.4)	(502.8)	(0.7)	(503.5)
								(2.5)
––––––––– position	–––––––––	–––––––––	–––––––––	–––––––––	–––––––––	–––––––––	–––––––––	––––––––– (24.7)
––––––––– –––––––––	––––––––– –––––––––	––––––––– –––––––––	––––––––– –––––––––	––––––––– –––––––––	––––––––– –––––––––	––––––––– –––––––––	––––––––– –––––––––	––––––––– –––––––––
deficit (9.7)	(0.9)	(10.6)	(54.5)	(1.0)	(55.5)	(28.6)	(0.7)	4.6 (29.3)
								–––––––––
position (4.9) –––––––––	(0.9) –––––––––	(5.8) –––––––––	(49.6) –––––––––	(1.0) –––––––––	(50.6) –––––––––	(24.0) –––––––––	(0.7) –––––––––	(24.7) ––––––––– –––––––––
surplus1	––––––––– ––––––––– (2.6) (4.9) surplus 4.8 ––––––––– –––––––––	––––––––– ––––––––– – (0.9) – ––––––––– –––––––––	––––––––– ––––––––– (2.6) (5.8) 4.8 ––––––––– –––––––––	––––––––– ––––––––– (2.7) (49.6) 4.9 ––––––––– –––––––––	––––––––– ––––––––– – (1.0) – ––––––––– –––––––––	––––––––– ––––––––– (2.7) (50.6) 4.9 ––––––––– –––––––––	––––––––– ––––––––– (2.5) (24.0) 4.6 ––––––––– –––––––––	––––––––– ––––––––– – (0.7) – ––––––––– –––––––––

¹ Under IFRIC 14, any surplus on the UK schemes ultimately repaid to the Company by the Trustees would currently be subject to a 35 per cent. tax charge prior to being repaid. One of the UK schemes is in surplus at 31 December 2017 (2016: one UK scheme, 2015: one UK scheme).

The weighted average duration of the defined benefit obligation is 15.0 years (2016: 17.0 years, 2015: 13.0 years).

Movement in the amounts recognised in the statement of financial position:

	UK schemes	Other schemes	Total	UK schemes	Other schemes	Total	UK schemes	Other schemes	Total
	––––––––– 2017	––––––––– 2017	––––––––– 2017	––––––––– 2016	––––––––– 2016	––––––––– 2016	––––––––– 2015	––––––––– 2015	––––––––– 2015
	–––––––––	–––––––––	–––––––––	–––––––––	––––––––– (£ millions)	–––––––––	–––––––––	–––––––––	–––––––––
At 1 January	(49.6)	(1.0)	(50.6)	(24.0)	(0.7)	(24.7)	(52.5)	(0.7)	(53.2)
Total income/(charge) recognised in the
income statement	2.0	–	2.0	4.4	–	4.4	(3.1)	–	(3.1)
Net actuarial (losses)/gains recognised
in the year	39.4	–	39.4	(43.6)	(0.4)	(44.0)	27.5	–	27.5
Irrecoverable element of pension surplus	–	–	–	–	–	–	(0.1)	–	(0.1)
Contributions paid
by the Group	3.3	0.1	3.4	13.6	0.1	13.7	4.2	–	4.2
At 31 December	––––––––– (4.9) ––––––––– –––––––––	––––––––– (0.9) ––––––––– –––––––––	––––––––– (5.8) ––––––––– –––––––––	––––––––– (49.6) ––––––––– –––––––––	––––––––– (1.0) ––––––––– –––––––––	––––––––– (50.6) ––––––––– –––––––––	––––––––– (24.0) ––––––––– –––––––––	––––––––– (0.7) ––––––––– –––––––––	––––––––– (24.7) ––––––––– –––––––––

	UK schemes ––––––––– 2017	Other schemes ––––––––– 2017	Total ––––––––– 2017	UK schemes ––––––––– 2016	Other schemes ––––––––– 2016	Total ––––––––– 2016	UK schemes ––––––––– 2015	Other schemes ––––––––– 2015	Total ––––––––– 2015
	–––––––––	–––––––––	–––––––––	–––––––––	––––––––– (£ millions)	–––––––––	–––––––––	–––––––––	–––––––––
Defined benefit obligation at
1 January	594.4	1.0	595.4	502.8	0.7	503.5	539.8	0.7	540.5
Service cost Past service	–	–	–	0.3	–	0.3	0.5	–	0.5
credit	(4.3)	–	(4.3)	(5.1)	–	(5.1)	–	–	–
Interest cost Employee	15.3	–	15.3	18.0	–	18.0	18.0	–	18.0
contributions Curtailment	–	–	–	0.1	–	0.1	0.1	–	0.1
gain	–	–	–	(1.0)	–	(1.0)	–	–	–
Benefit payments	(46.3)	(0.1)	(46.4)	(28.3)	(0.1)	(28.4)	(25.3)	–	(25.3)
Actuarial loss/(gain) on liabilities – financial assumptions	12.1	–	12.1	107.4	–	107.4	(17.3)	–	(17.3)
Actuarial loss/(gain) on liabilities – demographic assumptions	(7.4)	–	(7.4)	–	–	–	(6.5)	–	(6.5)
Actuarial loss/(gain) on liabilities – experience	(14.3)	–	(14.3)	0.2	0.2	0.4	(6.5)	–	(6.5)
Currency translation	–	–	–	–	0.2	0.2	–	–	–
Defined benefit obligation at	–––––––––	–––––––––	–––––––––	–––––––––	–––––––––	–––––––––	–––––––––	–––––––––	–––––––––
31 December	549.5 ––––––––– –––––––––	0.9 ––––––––– –––––––––	550.4 ––––––––– –––––––––	594.4 ––––––––– –––––––––	1.0 ––––––––– –––––––––	595.4 ––––––––– –––––––––	502.8 ––––––––– –––––––––	0.7 ––––––––– –––––––––	503.5 ––––––––– –––––––––

Reconciliation of the defined benefit obligation:

Reconciliation of the plan assets:

UK schemes	Other schemes	Total	UK schemes	Other schemes	Total	UK schemes	Other schemes	Total
2017	2017	2017	2016	2016	2016	2015	2015	––––––––– 2015
								–––––––––
January								489.6
contributions1								4.2
contributions								0.1
								(0.9)
								(25.3)
Actual return on assets 43.7	–	43.7	81.6	–	81.6	13.6	–	13.6
								–––––––––
31 December 547.2	–	547.2	547.5	–	547.5	481.3	–	481.3 ––––––––– –––––––––
Administration cost Benefit payments	––––––––– ––––––––– 547.5 3.3 – (1.0) (46.3) ––––––––– ––––––––– –––––––––	––––––––– ––––––––– – 0.1 – – (0.1) ––––––––– ––––––––– –––––––––	––––––––– ––––––––– 547.5 3.4 – (1.0) (46.4) ––––––––– ––––––––– –––––––––	––––––––– ––––––––– 481.3 13.6 0.1 (0.8) (28.3) ––––––––– ––––––––– –––––––––	––––––––– ––––––––– (£ millions) – 0.1 – – (0.1) ––––––––– ––––––––– –––––––––	––––––––– ––––––––– 481.3 13.7 0.1 (0.8) (28.4) ––––––––– ––––––––– –––––––––	––––––––– ––––––––– 489.6 4.2 0.1 (0.9) (25.3) –––––––––	––––––––– ––––––––– – – – – – ––––––––– ––––––––– ––––––––– ––––––––– –––––––––

1 Employee contributions includes a one-off £10 million contribution following the disposal of PR Newswire.

Assets held in the schemes, split by asset category:

UK schemes	Other schemes	Total	UK schemes	Other schemes	Total	UK schemes	Other schemes	Total
2017	2017	2017	2016	2016	2016	2015	2015	––––––––– 2015
								–––––––––
UK quoted								49.3
								80.6
								12.6
								46.2
								6.8
								46.4
								46.4
								89.7
								101.9
Cash 4.8	–	4.8	13.8	–	13.8	1.4	–	1.4
547.2	–	547.2	547.5	–	547.5	481.3	–	––––––––– 481.3 ––––––––– –––––––––
	––––––––– ––––––––– 65.4 Overseas quoted 100.2 Inflation-linked bonds 13.4 Property 49.0 Annuity contracts 6.4 Illiquid credit funds 51.6 LIBOR funds 70.4 Bespoke funds (LDI) 73.8 funds 112.2 –––––––––	––––––––– ––––––––– – – – – – – – – – ––––––––– ––––––––– ––––––––– ––––––––– –––––––––	––––––––– ––––––––– 65.4 100.2 13.4 49.0 6.4 51.6 70.4 73.8 112.2 ––––––––– ––––––––– –––––––––	––––––––– ––––––––– 57.6 104.0 14.4 46.7 7.5 48.8 37.5 110.1 107.1 ––––––––– ––––––––– –––––––––	––––––––– ––––––––– (£ millions) – – – – – – – – – –––––––––	––––––––– ––––––––– 57.6 104.0 14.4 46.7 7.5 48.8 37.5 110.1 107.1 ––––––––– ––––––––– ––––––––– ––––––––– –––––––––	––––––––– ––––––––– 49.3 80.6 12.6 46.2 6.8 46.4 46.4 89.7 101.9 –––––––––	––––––––– ––––––––– – – – – – – – – – ––––––––– ––––––––– ––––––––– ––––––––– –––––––––

The plan assets do not include any financial instruments in UBM or any property occupied by the Group.

Approximately 38.0 per cent. (2016: 40 per cent., 2015: 40 per cent.) of the UK plan assets are held in a combination of government bonds, credit, LIBOR and bespoke Liability Driven Investment ("LDI") funds. The objective of this allocation is to provide protection against the impact of interest rate and inflation movements as well as giving an expected return above government yield bonds.

The LDI fund is a unit fund invested with Legal & General, and the underlying investments include derivatives. The LDI portfolio is designed to match approximately 60 per cent. of the interest rate and inflation exposure of the UK pension scheme liabilities.

The illiquid credit fund is managed by M&G, with underlying investments in a variety of credit instruments. The investment objective of the fund is a total return of three month LIBOR plus 5 per cent. (over a five-year investment period) net of fees.

DGFs are multi-asset funds held with Newton and Schroder. The DGF allocation contains a variety of underlying asset classes including equities, bonds and alternative assets, and seeks to achieve longterm equity type returns but with lower volatility. By appointing a DGF manager, asset allocation decisions are delegated to the fund manager.

Income statement

	UK schemes	Other schemes	Total	UK schemes	Other schemes	Total	UK schemes	Other schemes	Total
	–––––– 2017	–––––– 2017	–––––– 2017	–––––– 2016	–––––– 2016	–––––– 2016	–––––– 2015	–––––– 2015	–––––– 2015
	––––––	––––––	––––––	––––––	–––––– (£ millions)	––––––	––––––	––––––	––––––
Current service cost	–	–	–	0.3	–	0.3	0.5	–	0.5
Past service credit	(4.3)	–	(4.3)	(5.1)	–	(5.1)	–	–	–
Administration cost	1.0	–	1.0	0.8	–	0.8	0.9	–	0.9
Curtailment gain	–	–	–	(1.0)	–	(1.0)	–	–	–
Interest cost on benefit obligation	1.3	–	1.3	0.6	–	0.6	1.7	–	1.7
Total pension (credit)/ charge	–––––– (2.0) ––––––	–––––– – ––––––	–––––– (2.0) ––––––	–––––– (4.4) ––––––	–––––– – ––––––	–––––– (4.4) ––––––	–––––– 3.1 ––––––	–––––– – ––––––	–––––– 3.1 –––––– ––––

In addition to the credit above, in the year ended 31 December 2017, implementation costs of £0.2 million (2016: £1.1 million, 2015: £nil) relating to the pension scheme initiatives have also been recognised in Employee costs (Note 7.1).

Other comprehensive income/actuarial gains and losses

Actuarial gains and losses recognised in the consolidated statement of comprehensive income:

	UK schemes	Other schemes	Total	UK schemes	Other schemes	Total	UK schemes	Other schemes	Total
	–––––– 2017 ––––––	–––––– 2017 ––––––	–––––– 2017 ––––––	–––––– 2016 ––––––	–––––– 2016 ––––––	–––––– 2016 ––––––	–––––– 2015 ––––––	–––––– 2015 ––––––	–––––– 2015 ––––––
					(£ millions)
Experience (losses)/gains on plan liabilities	14.3	–	14.3	(0.2)	(0.2)	(0.4)	6.5	–	6.5
Actuarial (losses)/gains liabilities due to
assumption changes	(4.7)	–	(4.7)	(107.4)	–	(107.4)	23.8	–	23.8
Experience gains/(losses) on plan assets	29.6	–	29.6	64.1	–	64.1	(2.7)	–	(2.7)
Effect of irrecoverable element of pension
surplus	0.2	–	0.2	(0.1)	–	(0.1)	(0.1)	–	(0.1)
Currency translation	– ––––––	– ––––––	– ––––––	– ––––––	(0.2) ––––––	(0.2) ––––––	– ––––––	– ––––––	– ––––––
Total (losses)/gains	39.4 ––––––	– ––––––	39.4 ––––––	(43.6) ––––––	(0.4) ––––––	(44.0) ––––––	27.5 ––––––	– ––––––	27.5 –––––– ––––

Guarantees

The following guarantees to the Trustees of the UBMPS are in place.

• 1. A guarantee from UBM in respect of all present and future obligations and liabilities of the UBMPS.
• 1. A guarantee from UBMG Holdings in respect of all present and future obligations and liabilities of the UBMPS up to 105 per cent. of the plans' Pension Protection Fund liabilities less plan assets. This guarantee expires in 2033.
• 1. A guarantee from UBMi B.V. in respect of all present and future obligations and liabilities of the UBMPS up to a maximum amount of £37 million with this cap reducing by 75 pence for every £1 of deficit contribution paid. This guarantee expires in 2023.

7.3 Share-based payments

The Group maintains six share-based payment schemes. Awards granted in three of these schemes have exercise prices (the UBM 2008 Executive Share Option Scheme, and the UK and International Save As You Earn Option Schemes). Awards granted by the other three schemes are nil cost options (the UBM 2014 Deferred Bonus Plan, UBM Executive Retention Plan, and UBM 2014 Performance Share Plan).

Accounting Policy

Equity-settled transactions

The Group has applied the requirements of IFRS 2 'Share-based payment' to all grants of equity instruments made after 7 November 2002 that were unvested at 1 January 2005.

The cost of equity-settled transactions with employees is measured by reference to the fair value at the grant date of the equity instruments granted. The fair value is measured by an external adviser using the Black-Scholes or Monte Carlo methods as appropriate, and takes into account any market vesting conditions or non-vesting conditions.

The cost of equity-settled transactions is recognised as an expense, together with a corresponding increase in equity, over the periods in which the vesting conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (the vesting date). At each balance sheet date before vesting, the cumulative expense is calculated, representing the extent to which the vesting period has expired and management's best estimate of the achievement or otherwise of nonmarket conditions and of the number of equity instruments that will ultimately vest or, in the case of an instrument subject to a market condition or a non-vesting condition, be treated as vesting as described below. The movement in cumulative expense since the previous balance sheet date is recognised in the income statement, with a corresponding entry in equity.

No expense or increase in equity is recognised for awards that do not ultimately vest. Awards where vesting is conditional upon a market or non-vesting condition are treated as vesting irrespective of whether or not the market or non-vesting condition is satisfied, provided that all other performance and/or service conditions (i.e. vesting conditions) are satisfied.

When an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation. Any expense not yet recognised for the award is recognised immediately. This includes any award where non-vesting conditions within the control of the entity or the employees are not met.

The dilutive effect of outstanding options is reflected in the computation of diluted earnings per share:

	Income statement –––––––––––––––––––––––––			Statement of financial position –––––––––––––––––––––––––
	2017	2016	2015	2017	2016	2015
	––––––	––––––	–––––– (£millions)	––––––	––––––	––––––
Equity settled	5.4	6.1	4.0	–	–	–
Share based payments – continuing	5.4	5.9	3.4	–	–	–
Share based payments – discontinued	–	0.2	0.6	–	–	–

Reconciliation of option movements over the year:

Number of options	ESOS	SAYE	BIP	ERP	PSP
–––––––––––––––––––––––––––––––––––	––––––	––––––	–––––– (millions)	––––––	––––––
At 1 January 2017	4.5	1.3	0.2	0.3	2.8
Granted	–	0.3	–	–	1.1
Forfeited	(0.1)	(0.1)	–	–	(0.2)
Exercised	(1.4)	(0.2)	(0.1)	(0.1)	(0.5)
Expired	(0.3)	(0.1)	–	–	(0.2)
At 31 December 2017	–––––– 2.7 ––––––	–––––– 1.2 ––––––	–––––– 0.1 ––––––	–––––– 0.2 ––––––	–––––– 3.0 –––––– –––
Exercisable at 31 December 2017	1.1	–	0.1	–	0.1
Number of options	ESOS	SAYE	BIP	ERP	PSP
–––––––––––––––––––––––––––––––––––	––––––	––––––	–––––– (millions)	––––––	––––––
At 1 January 2016	9.1	1.5	0.5	0.6	2.0
Granted	–	0.5	–	0.1	1.1
Forfeited	(0.5)	(0.1)	–	(0.1)	–
Exercised	(3.8)	(0.4)	(0.2)	(0.3)	(0.1)
Expired	(0.3)	(0.2)	(0.1)	–	(0.2)
At 31 December 2016	–––––– 4.5 ––––––	–––––– 1.3 ––––––	–––––– 0.2 ––––––	–––––– 0.3 ––––––	–––––– 2.8 –––––– –––
Exercisable at 31 December 2016	1.5	–	0.2	–	–
Number of options –––––––––––––––––––––––––––––––––––	ESOS ––––––	SAYE ––––––	BIP ––––––	ERP ––––––	PSP ––––––
			(millions)
At 1 January 2015	9.9	0.9	0.9	0.7	1.4
Granted	2.4	1.1	–	0.1	1.0
Forfeited	(0.5)	(0.1)	–	(0.1)	(0.1)
Exercised	(2.7)	(0.3)	(0.2)	(0.1)	(0.1)
Expired	–	(0.1)	(0.2)	–	(0.2)
At 31 December 2015	–––––– 9.1	–––––– 1.5	–––––– 0.5	–––––– 0.6	–––––– 2.0
Exercisable at 31 December 2015	–––––– 3.1	–––––– –	–––––– 0.2	–––––– –	–––––– ––– 0.1

8.1 Group subsidiaries

The structure of the Group includes a number of different operating, holding and financing companies that contribute significantly to the consolidated financial performance and position.

A full list of subsidiaries, associates and joint ventures as at 31 December 2017 is disclosed below, along with the principal activity, the country of incorporation and the effective percentage of equity owned. With the exception of UBM Ireland No 8 Limited, which is wholly owned by the Company, none of the shares in the subsidiaries are held directly by the Company.

Name	Country of incorporation	Registered office
Advanstar Communications (UK) Limited	England & Wales	240 Blackfriars Road, London, SE1 8BF
Advanstar Communications Inc	US	2711 Centerville Road, Suite 400, Wilmington DE 19808
AMA Research Limited Arabian Exhibition Management Limited	England & Wales Bahrain	240 Blackfriars Road, London, SE1 8BF Building 1, Road 22, Block 414, Al-Daih, PO Box 20200, Jidhafs, Bahrain
Bangkok Exhibition Services Ltd	Thailand	252 SPE Tower, 9th Floor, Phaholyothin Road, Samsennai, Phayathai, Bangkok, Thailand
Canon Communications (France) Inc.	US	2711 Centerville Road, Suite 400, Wilmington DE 19808
CBI Research Inc.	US	2711 Centerville Road, Suite 400, Wilmington DE 19808
China International Exhibitions Services Limited	China	Room 2402, Singular Mansion, 318-322 Xian Xia Lu, Shanghai, 200336, China
CMP Media GmbH	Germany	Prielmayerstr. 3, c/o Rüter und Partner Steuerberatungsgesellschaft, 80335 München
DSA Exhibition and Conference SDN BHD	Malaysia	Unit 30-01, Level 30, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No.8 Jalan Kerinchi, 59200
ENK International LLC	US	2711 Centerville Road, Suite 400, Wilmington DE 19808
Green Thinking (Services) Limited	England & Wales	240 Blackfriars Road, London, SE1 8BF
Hong Kong Exhibition Services Limited	Hong Kong	Unit 1203, 12/F Harcourt House, 39 Gloucester Road, Wanchai, Hong Kong
International Expo Management (Pte) Limited	Singapore	10 Kallang Avenue, #09-15, Aperia, 339510, Singapore
Malaysian Exhibition Services SDN BHD	Malaysia	Unit 30-01, Level 30, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No.8 Jalan Kerinchi, 59200
Miller Freeman (Israel) Limited	Israel	Silver Building, Suite 112-115, 7 Abba Hillel Street, Ramat Gan 52522, Israel.
Myanmar Trade Fair Management Company Limited	Myanmar	Apt G-201, Pun Hlaing Golf Estate, Hlaing Tharyar Township, Yangon
OES Exhibitions Limited	England & Wales	4th Floor, Venture House, 27-29 Glasshouse St, London, W1B 5DF

100 per cent. wholly owned events and marketing services companies

	Country of
Name	incorporation	Registered office
PT Pamerindo Indonesia	Indonesia	Wisma GKBI, LT.39, Suite 3901, Jalan Jenderal Sudirman No.28, Jakarta Pusat 10210
Seatrade Communications Ltd Seatrade Communications Singapore Pte Limited	England & Wales Singapore	240 Blackfriars Road, London, SE1 8BF 10 Hoe Chiang Road, 20-05 Keppel Towers, Singapore 089315
SES Vietnam Exhibition Services Company Limited	Vietnam	10th Floor, Ha Phan Building, 17-17A-10, Ton That Tung Street, District, HCMC, Vietnam
Sienna Interlink Comunicacoes Ltda	Brazil	Alameda Tocatins, 75, Sala 1402, Edificio West Gate, Alphaville, Barueri, CEP 06455- 020, SAO PAULO, Brazil
Singapore Exhibition Services (Pte) Limited	Singapore	80 Robinson Road, #02-00,068898 Singapore
Smarter Shows (Power) Limited	England & Wales	240 Blackfriars Road, London, SE1 8BF
Think Services Game Group Germany GmbH	Germany	Kaiser-Wilhelm-Str. 30, 12247, Berlin
UBM (UK) Limited UBM Asia BV	England & Wales Netherlands	240 Blackfriars Road, London, SE1 8BF Coengebouw, Kabelweg 37, 1014 BA Amsterdam
UBM Asia Group Limited	Hong Kong	17/F, China Resources Building, 26 Harbour Road, Wanchai.
UBM Asia Limited	Hong Kong	17/F, China Resources Building, 26 Harbour Road, Wanchai.
UBM Asia Partnership	Hong Kong	Room 703, Silvercord, Tower 2, 30 Canton Road, Tsimshatsui.
UBM Asia (Thailand) Co Limited	Thailand	503/23 K.S.L Tower, 14th Floor Sri Ayuthaya Road, Kwaeng Thanon Phyathai, Khet Rajathewee, Bangkok 10400, Thailand
UBM Brazil Feiras e Eventos Ltda	Brazil	Alameda Tocatins, 75, Sala 1401, Edificio West Gate, Alphaville, Barueri, CEP 06455- 020, SAO PAULO
UBM Canon Deutschland GmbH	Germany	Friedensplatz 13, 53721, Siegburg
UBM Canon Europe Limited UBM Canon LLC	England & Wales US	240 Blackfriars Road, London, SE1 8BF 2711 Centerville Road, Suite 400, Wilmington DE 19808
UBM China (Beijing) Co. Limited	China	Unit 01-02, 12/F, Tower A, Park View Green, 9 Dongdaqiao Road, Chaoyang District, Beijing 100020
UBM China (Beijing) Exhibition Company Limited	China	Unit 01-02, 12/F, Tower A, Park View Green, 9 Dongdaqiao Road, Chaoyang District, Beijing 100020
UBM India Private Limited	India	Unit No. 1&2, Times Square, Andheri Kurla Road, Marol, Andheri East, Mumbai, 400 059
UBM Korea Corporation	Republic of Korea	8F, Woodo Building, 129-3 Sangbong-dong Chungnang-gu, Seoul
UBM LLC	US	2711 Centerville Road, Suite 400, Wilmington DE 19808

	Country of
Name	incorporation	Registered office
UBM Media Co Limited	Japan	Kanda 91 Building, 1-8-3 Kajicho, Chiyoda ku, Tokyo 101-0044
UBM Medica Group LLC	US	2711 Centerville Road, Suite 400, Wilmington DE 19808
UBM Medica LLC	US	2711 Centerville Road, Suite 400, Wilmington DE 19808
UBM Novomania Limited	Hong Kong	Room 703, Silvercord, Tower 2, 30 Canton Road, Tsimshatsui, Kowloon, Hong Kong
UBM Rotaforte Uluslararasi Fuarcolik	Turkey	Molla Fenari Mah, Bab-i Ali Cad, No:9 K:3- 4, Fatih 34120, Istanbul, Turkey
UBM South China Limited	Hong Kong	Room 703 Silvercord, Tower 2, 30 Canton Road, Timshatsui, Kowloon,Hong Kong
UBMi BV	Netherlands	Coengebouw, Kabelweg 37, 1014 BA Amsterdam
United Newspapers Publications Limited	England & Wales	240 Blackfriars Road, London, SE1 8BF

100 per cent. wholly owned group holding companies

	Country of
Name	incorporation	Registered office
CMP Holdings Sarl	Luxembourg	17 Boulevard Prince Henri, L-1724 Luxembourg
CMP Intermediate Holdings Sarl	Luxembourg	17 Boulevard Prince Henri, L-1724 Luxembourg
CMPI Group Limited CMPI Holdings Limited Healthcare Holdings, Inc Hirecorp Limited International Exhibition Holdings Limited	England & Wales England & Wales US England & Wales Bahamas	240 Blackfriars Road, London, SE1 8BF 240 Blackfriars Road, London, SE1 8BF 2 Penn Plaza, New York, NY 10121 240 Blackfriars Road, London, SE1 8BF Sassoon House, Shirley Street and Victoria Avenue, Nassau, Island of New Providence, P.O. Box SS-5383
Maypond Holdings Limited Maypond Limited Miller Freeman Acquisition Corp	Republic of Ireland Republic of Ireland US	68 Merrion Square, Dublin 2 68 Merrion Square, Dublin 2 2711 Centerville Road, Suite 400, Wilmington DE 19808
Rocket Holdings, Inc.	US	2711 Centerville Road, Suite 400, Wilmington DE 19808
Spectrum ABM Corp.	US	2711 Centerville Road, Suite 400, Wilmington DE 19808
Stormcliff Limited	Cyprus	2nd Floor, Sotiri Tofini 4, Agios Athanasios, Limassol 4102
Tanahol Limited The Builder Group Limited UBM Asia Holdings (HK) Limited UBM IP Luxembourg Sarl	Republic of Ireland England & Wales Hong Kong Luxembourg	68 Merrion Square, Dublin 2 240 Blackfriars Road, London, SE1 8BF Room 703, Silvercord, Tower 2, 30 Canton Road, Tsimshatsui, Kowloon, Hong Kong 17 Boulevard Prince Henri, L-1724
UBM Ireland No 6 Limited UBM Ireland No 8 Limited	Republic of Ireland Republic of Ireland	Luxembourg 68 Merrion Square, Dublin 2 68 Merrion Square, Dublin 2

	Country of
Name	incorporation	Registered office
UBM Japan Company Limited	Japan	Kanda 91 Building, 1-8-3 Kajicho, Chiyoda ku, Tokyo 101-0044
UBM Japan Holdings Company Limited	Japan	Kanda 91 Building, 1-8-3 Kajicho, Chiyoda ku, Tokyo 101-0044
UBM Worldwide Group Limited	England & Wales	240 Blackfriars Road, London, SE1 8BF
United Brazil Holdings Sarl	Luxembourg	17 Boulevard Prince Henri, L-1724 Luxembourg
United Commonwealth Holdings Sarl	Luxembourg	17 Boulevard Prince Henri, L-1724 Luxembourg
United Consumer Media Holdings Sarl	Luxembourg	17 Boulevard Prince Henri, L-1724 Luxembourg
United CP Holdings Sarl	Luxembourg	17 Boulevard Prince Henri, L-1724 Luxembourg
United News Distribution Sarl	Luxembourg	17 Boulevard Prince Henri, L-1724 Luxembourg
United Pascal France B.V.	Netherlands	Coengebouw, Kabelweg 37, 1014 BA Amsterdam
United Pascal Holdings B.V.	Netherlands	Coengebouw, Kabelweg 37, 1014 BA Amsterdam
United Professional Media Sarl	Luxembourg	17 Boulevard Prince Henri, L-1724 Luxembourg
UNM Holdings Sarl	Luxembourg	17 Boulevard Prince Henri, L-1724 Luxembourg
UNM Overseas Holdings Limited	Isle of Man	First Names House, Victoria Road, Douglas, Isle of Man, IM2 4DF
UPRN 1 SE	Netherlands	Coengebouw, Kabelweg 37, 1014 BA Amsterdam
Vavasseur International Holdings Sarl	Luxembourg	17 Boulevard Prince Henri, L-1724 Luxembourg
ABI Building Data Limited Blessmyth Limited Colonygrove Limited DIVX Express Limited Ludgate USA LLC	England & Wales England & Wales England & Wales England & Wales US	240 Blackfriars Road, London, SE1 8BF 240 Blackfriars Road, London, SE1 8BF 240 Blackfriars Road, London, SE1 8BF 240 Blackfriars Road, London, SE1 8BF 2711 Centerville Road, Suite 400, Wilmington DE 19808
MAI Luxembourg SE Miller Freeman Worldwide Limited	England & Wales England & Wales	240 Blackfriars Road, London, SE1 8BF 240 Blackfriars Road, London, SE1 8BF
MWFWAHC Investments Limited	Jersey	44 The Esplanade, St Helier, Jersey JE4 9WG
MWFWAHC Investments No.2 Limited	Jersey	44 The Esplanade, St Helier, Jersey JE4 9WG
UBM (GP) No 1 Limited UBM Aviation Worldwide Limited	England & Wales England & Wales	240 Blackfriars Road, London, SE1 8BF 240 Blackfriars Road, London, SE1 8BF
UBM Finance Inc	US	2711 Centerville Road, Suite 400, Wilmington DE 19808

	Country of
Name	incorporation	Registered office
UBM Finance Sarl	Luxembourg	17 Boulevard Prince Henri, L-1724 Luxembourg
UBM International Holdings SE	England & Wales	240 Blackfriars Road, London, SE1 8BF
UBM UK LLC	US	2711 Centerville Road, Suite 400, Wilmington DE 19808
UBMG Holdings UBMG Services Limited UBMI UAE Jersey Limited United Consumer Media SE United Finance Limited UNM International Holdings Limited	England & Wales England & Wales Jersey England & Wales England & Wales Isle of Man	240 Blackfriars Road, London, SE1 8BF 240 Blackfriars Road, London, SE1 8BF 44 The Esplanade, St Helier, Jersey JE4 9WG 240 Blackfriars Road, London, SE1 8BF 240 Blackfriars Road, London, SE1 8BF First Names House, Victoria Road, Douglas, Isle of Man, IM2 4DF
Wenport Limited	Republic of Ireland	68 Merrion Square, Dublin 2

100 per cent. wholly owned group management and operation companies

	Country of
Name	incorporation	Registered office
UBM Holdings, Inc	US	2711 Centerville Road, Suite 400, Wilmington DE 19808
UBM Investments Inc	US	2711 Centerville Road, Suite 400, Wilmington DE 19808
UBM Property Limited	England & Wales	240 Blackfriars Road, London, SE1 8BF
UBM Property Services Limited	England & Wales	240 Blackfriars Road, London, SE1 8BF
UBM Shared Services Limited	England & Wales	240 Blackfriars Road, London, SE1 8BF
UBMG Limited	England & Wales	240 Blackfriars Road, London, SE1 8BF
UBMi Princeton LLC	US	2 Penn Plaza, New York, NY 10121

100 per cent. wholly owned dormant companies

	Country of
Name	incorporation	Registered office
Airport Strategy and Marketing Limited	England & Wales	240 Blackfriars Road, London, SE1 8BF
Air Cargo Management System Limited	England & Wales	240 Blackfriars Road, London, SE1 8BF
Andrew & Booth Limited	England & Wales	240 Blackfriars Road, London, SE1 8BF
ASM International Limited	England & Wales	240 Blackfriars Road, London, SE1 8BF
Aztecgem	England & Wales	240 Blackfriars Road, London, SE1 8BF
Bank Of Europe	England & Wales	240 Blackfriars Road, London, SE1 8BF
Barbour Index (Loan Note) Limited	England & Wales	240 Blackfriars Road, London, SE1 8BF
Betterbe	England & Wales	240 Blackfriars Road, London, SE1 8BF
Building Services Publications Limited	England & Wales	240 Blackfriars Road, London, SE1 8BF
Chartbay Limited	Republic of Ireland	68 Merrion Square, Dublin 2
CMP Information (2004) Limited	England & Wales	240 Blackfriars Road, London, SE1 8BF

	Country of
Name	incorporation	Registered office
CMP Information Holdings	England & Wales	240 Blackfriars Road, London, SE1 8BF
CMPi (Summer Furniture Show) Limited	England & Wales	240 Blackfriars Road, London, SE1 8BF
CMP Maritime Limited	England & Wales	240 Blackfriars Road, London, SE1 8BF
CMP Media (UK) Limited	England & Wales	240 Blackfriars Road, London, SE1 8BF
CMP Media Limited	England & Wales	240 Blackfriars Road, London, SE1 8BF
Crosswall Nominees Limited	England & Wales	240 Blackfriars Road, London, SE1 8BF
CX Properties	Republic of Ireland	68 Merrion Square, Dublin 2
Daltons Weekly Limited	England & Wales	240 Blackfriars Road, London, SE1 8BF
Daltons.co.uk Limited	England & Wales	240 Blackfriars Road, London, SE1 8BF
Destinylord Limited	England & Wales	240 Blackfriars Road, London, SE1 8BF
Diamondmark	England & Wales	240 Blackfriars Road, London, SE1 8BF
Diamondmark Holdings Limited	England & Wales	240 Blackfriars Road, London, SE1 8BF
Divinelake Limited Donytel Limited	England & Wales	240 Blackfriars Road, London, SE1 8BF Republic of Ireland 68 Merrion Square, Dublin 2
E Commerce Expo Limited	England & Wales	240 Blackfriars Road, London, SE1 8BF
Einsteincorp Limited	England & Wales	240 Blackfriars Road, London, SE1 8BF
Farming Press Limited	England & Wales	240 Blackfriars Road, London, SE1 8BF
Garragie Investments	Republic of Ireland	68 Merrion Square, Dublin 2
GNC Media Investments Limited	England & Wales	240 Blackfriars Road, London, SE1 8BF
Great Tactic Limited	Hong Kong	Room 703, Silvercord, Tower 2, 30 Canton Road, Tsimshatsui, Kowloon, Hong Kong
Hickdale Limited	Republic of Ireland	68 Merrion Square, Dublin 2
Hoursearch Cardiff	England & Wales	240 Blackfriars Road, London, SE1 8BF
Investments Limited
IFSSEC Limited	England & Wales	240 Blackfriars Road, London, SE1 8BF
Insight Media Limited	England & Wales	240 Blackfriars Road, London, SE1 8BF
International Business Events Limited	England & Wales	240 Blackfriars Road, London, SE1 8BF
Ithaca Media Limited	England & Wales	240 Blackfriars Road, London, SE1 8BF
Kingsway Collections Limited Kuben Holding B.V.	England & Wales Netherlands	240 Blackfriars Road, London, SE1 8BF Coengebouw, Kabelweg 37, 1014 BA Amsterdam
Lead-In Research Limited	England & Wales	240 Blackfriars Road, London, SE1 8BF
MAI	England & Wales	240 Blackfriars Road, London, SE1 8BF
MAI Brokers (Asia & Pacific) Limited	Hong Kong	Room 703, Silvercord, Tower 2, 30 Canton Road, Tsimshatsui, Kowloon, Hong Kong
MAI Finance Ireland	Republic of Ireland	68 Merrion Square, Dublin 2
MAI Holdings Ireland	Republic of Ireland	68 Merrion Square, Dublin 2
MAI Holdings Limited MAI Luxembourg (UK) Limited	England & Wales England & Wales	240 Blackfriars Road, London, SE1 8BF 240 Blackfriars Road, London, SE1 8BF
Metro TV Limited	England & Wales	240 Blackfriars Road, London, SE1 8BF
Metropolitan TV Limited	England & Wales	240 Blackfriars Road, London, SE1 8BF
MFWWnet	Republic of Ireland	68 Merrion Square, Dublin 2
Miller Freeman Investments I Limited	Jersey	44 The Esplanade, St Helier, Jersey JE4 9WG

	Country of
Name	incorporation	Registered office
Miller Freeman Investments II Limited	Jersey	44 The Esplanade, St Helier, Jersey JE4 9WG
Miller Freeman Online Limited Mills & Allen Holdings (Far East) Limited	England & Wales Hong Kong	240 Blackfriars Road, London, SE1 8BF Room 703, Silvercord, Tower 2, 30 Canton Road, Tsimshatsui, Kowloon, Hong Kong
Mills & Allen Trading Company Limited	England & Wales	240 Blackfriars Road, London, SE1 8BF
Mondo Arc Media Limited Morgan Grampian (Farming Press) Limited	England & Wales England & Wales	240 Blackfriars Road, London, SE1 8BF 240 Blackfriars Road, London, SE1 8BF
Mushy Limited National Engineering Specification Limited	England & Wales England & Wales	240 Blackfriars Road, London, SE1 8BF 240 Blackfriars Road, London, SE1 8BF
NCMR Limited Nebulamart Limited	England & Wales England & Wales	240 Blackfriars Road, London, SE1 8BF 240 Blackfriars Road, London, SE1 8BF
Nexusgrove Investments Limited	England & Wales	240 Blackfriars Road, London, SE1 8BF
Paramount Publishing Limited Property Media Limited Research Solutions for Airports Limited	England & Wales England & Wales England & Wales	240 Blackfriars Road, London, SE1 8BF 240 Blackfriars Road, London, SE1 8BF 240 Blackfriars Road, London, SE1 8BF
Roamingtarget Limited Roast LLC	England & Wales US	240 Blackfriars Road, London, SE1 8BF 2711 Centerville Road, Suite 400, Wilmington DE 19808
Routes Limited Safefine Limited Sea Asia Limited Security Media Limited Sleeper Media Limited Smarter Shows (Power) Holdings Limited	England & Wales England & Wales England & Wales England & Wales England & Wales England & Wales	240 Blackfriars Road, London, SE1 8BF 240 Blackfriars Road, London, SE1 8BF 240 Blackfriars Road, London, SE1 8BF 240 Blackfriars Road, London, SE1 8BF 240 Blackfriars Road, London, SE1 8BF 240 Blackfriars Road, London, SE1 8BF
Sportlive.net Holdings Limited Springport Syndicate Nine Limited Tartarus Limited The Publican Publishing Limited	England & Wales England & Wales England & Wales England & Wales	240 Blackfriars Road, London, SE1 8BF Republic of Ireland 68 Merrion Square, Dublin 2 240 Blackfriars Road, London, SE1 8BF 240 Blackfriars Road, London, SE1 8BF 240 Blackfriars Road, London, SE1 8BF
The Verecom Group, Inc This Caring Business Limited Turtle Diary Limited UAP Admin No.6 Limited UBM (GP) No 2 Limited UBM (GP) No 3 Limited UBM (Jersey) Limited UBM Aviation Routes Limited UBM Canon UK Holdings Limited	US England & Wales England & Wales England & Wales England & Wales England & Wales Jersey England & Wales England & Wales	600 Community Drive, Manhasset NY 11030 240 Blackfriars Road, London, SE1 8BF 240 Blackfriars Road, London, SE1 8BF 240 Blackfriars Road, London, SE1 8BF 240 Blackfriars Road, London, SE1 8BF 240 Blackfriars Road, London, SE1 8BF 44 The Esplanade, St Helier, Jersey JE4 9WG 240 Blackfriars Road, London, SE1 8BF 240 Blackfriars Road, London, SE1 8BF
UBM Canon UK Limited UBM Conferences Limited	England & Wales England & Wales	240 Blackfriars Road, London, SE1 8BF 240 Blackfriars Road, London, SE1 8BF

	Country of
Name	incorporation	Registered office
UBM Delaware LLC	US	2711 Centerville Road, Suite 400, Wilmington DE 19808
UBM Entertainment Limited UBM Financial Services Ireland	England & Wales Republic of Ireland	240 Blackfriars Road, London, SE1 8BF 68 Merrion Square, Dublin 2
UBM Holdings Limited UBM Investments Unlimited UBM IP Ireland Limited UBM Ireland No 1 Limited UBM Ireland No 2 Limited UBM Ireland No 3 Limited UBM Ireland No 4 Limited UBM Medica Holding France SNC	England & Wales Jersey Republic of Ireland Republic of Ireland Republic of Ireland Republic of Ireland Republic of Ireland France	240 Blackfriars Road, London, SE1 8BF 44 The Esplanade, St Helier, Jersey JE4 9WG 68 Merrion Square, Dublin 2 68 Merrion Square, Dublin 2 68 Merrion Square, Dublin 2 68 Merrion Square, Dublin 2 68 Merrion Square, Dublin 2 21/23, rue Camille Desmoulins, 92130 Issy les Moulineaux
UBM Property Investments Limited	England & Wales	240 Blackfriars Road, London, SE1 8BF
UBM Shelfco No.9 Limited UBM Trustees Limited UBM Unity No 8 Limited UBMA Holdings Limited UN Acquisitions (Hong Kong) Limited	England & Wales England & Wales England & Wales England & Wales England & Wales	240 Blackfriars Road, London, SE1 8BF 240 Blackfriars Road, London, SE1 8BF 240 Blackfriars Road, London, SE1 8BF 240 Blackfriars Road, London, SE1 8BF 240 Blackfriars Road, London, SE1 8BF
UN Financial Investments Limited	England & Wales	240 Blackfriars Road, London, SE1 8BF
United Advertising Publications Limited	England & Wales	240 Blackfriars Road, London, SE1 8BF
United Business Information (UK) Limited	England & Wales	240 Blackfriars Road, London, SE1 8BF
United Consumer Magazines Limited	England & Wales	240 Blackfriars Road, London, SE1 8BF
United Delaware Finance Limited	England & Wales	240 Blackfriars Road, London, SE1 8BF
United Delaware Investments Limited	England & Wales	240 Blackfriars Road, London, SE1 8BF
United Executive Trustees Limited	England & Wales	240 Blackfriars Road, London, SE1 8BF
United Finance (Jersey) Unlimited	Jersey	44 The Esplanade, St Helier, Jersey JE4 9WG
United Jersey Holdings Unlimited	Jersey	44 The Esplanade, St Helier, Jersey JE4 9WG
United Media Finance Ireland United Publications Limited United Television Investments United Trustees Limited UNM Finance Ireland UNM Holdings Ireland UNM Investments Limited	Republic of Ireland England & Wales England & Wales England & Wales Republic of Ireland Republic of Ireland England & Wales	68 Merrion Square, Dublin 2 240 Blackfriars Road, London, SE1 8BF 240 Blackfriars Road, London, SE1 8BF 240 Blackfriars Road, London, SE1 8BF 68 Merrion Square, Dublin 2 68 Merrion Square, Dublin 2 240 Blackfriars Road, London, SE1 8BF

	Country of
Name	incorporation	Registered office
UNPI Investment Holdings Limited	England & Wales	240 Blackfriars Road, London, SE1 8BF
Vavasseur Overseas Holdings Limited	England & Wales	240 Blackfriars Road, London, SE1 8BF
Wave Exhibitions Limited Waters Edge Publishing Limited	England & Wales England & Wales	240 Blackfriars Road, London, SE1 8BF 240 Blackfriars Road, London, SE1 8BF
WCN 2 Limited Workyard Limited	England & Wales England & Wales	240 Blackfriars Road, London, SE1 8BF 240 Blackfriars Road, London, SE1 8BF

Partly owned businesses (50 per cent. and more)

	Country of	Principal
Name	incorporation	business activity	Registered office
APLF Limited	Hong Kong	Events business	Room 812, Silvercord, Tower 1, 30 Canton Road, Tsimshatsui, Kowloon, Hong Kong
Cosmoprof Asia Limited	Hong Kong	Events business	17/F China Resources Building, 26 Harbour Road, Wanchai, Hong Kong, China
Eco Exhibitions Sdn Bhd	Malaysia	Events business	Unit 30-01, Level 30, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No 8, Jalan Kerinchi 59200 Kuala Lumpur, Malaysia
Navalshore Organizacao de Eventos Limiteda	Brazil	Events business	Centro de Apolo II, Alphaville, Santana de Parnaiba, Sao Paulo, 06541-060, Brazil
PT UBM Pameran Niaga Indonesia	Indonesia	Events business	Jalan Sultan Iskandar Muda, No 7 Arteri Pondok Indah, Kebayoran Lama, Jakarta Selantan, 12240 Indonesia
Sea Asia Singapore Pte Limited	Singapore	Events and marketing services business	10 Hoe Chaing Road, 20-05 Keppel Towers, Singapore 089315
Shanghai Expobuild International Exhibition Company Limited	China	Events business	Room 1019, 39 Weigaojiao, Shanghai
Shanghai UBM Showstar Exhibition Co Limited	China	Events business	9/F Ciro's Plaza, 388 West Nanjing Road, Huangpu District, Shanghai, 200003 China
Shanghai UBM Sinoexpo International Exhibitions Company Limited	China	Events business	6-8/F Xian Dai Mansion, 218 Xiang Yang Road (S), Shanghai 200031, China

	Country of	Principal
Name	incorporation	business activity	Registered office
Shenzhen UBM Herong Exhibition Company	China	Events business	Room 607, East Block, Coastal Building, Haide 3rd Road, Nanshan District, Shenzhen, Guangdong 518054, China
The Property Week Limited	England & Wales	Marketing services business	240 Blackfriars Road, London, SE1 8BF
UBM BN Co. Ltd	Republic of Korea	Events business	8F, Woodo Building, 214 Mangu-ro, Jungnang-gu, Seoul 02121, Republic of Korea
UBM Exhibitions Philippines Inc	Philippines	Events business	Unit I-121, Ground Floor, OneE-com Center, Ocean Drive, Mall of Asia Complex, 1300 Pasay City, Metro Manila
UBM I C C Fuarcilik ve Organizasyon Ticaret A.S	Turkey	Events business	Rüzgarlıbaçe Mah. Kavak Sok, Smart Plaza B Blok, No: 31/1 Kat:8, 34805 Kavacık-Beykoz, Istanbul, Turkey
UBM Istanbul Fuarcilik ve Gosteri Hizmetleri A.S	Turkey	Events business	Rüzgarlıbaçe Mah. Kavak Sok, Smart Plaza B Blok, No: 31/1 Kat:8, 34805 Kavacık-Beykoz, Istanbul, Turkey
UBM Mexico Exposiciones, S.A.P.I.	Mexico	Events business	Av. Benjamin Franklin 235-4, Mexico DF06100
UBM NTSR Fuar ve Gosten Hizmetleri A.S	Turkey	Events business	Rüzgarlıbaçe Mah. Kavak Sok, Smart Plaza B Blok, No: 31/1 Kat:8, 34805 Kavacık-Beykoz, Istanbul, Turkey
UBM SinoExpo Limited	Hong Kong	Events and marketing services business	7/8, Urban Development International Tower, No. 355 Hong Qiao Road, Xu Hui District, Shanghai 200030, China.
UBM Trust Company Limited	China	Events business	Room 1806-1807, Fu Li Tian He Business Mansion, No. 4, Hua Ting Road, Lin He Dong Road, Guangzhou 510610, China
UBMMG Holdings Sdn Bhd	Malaysia	Holding company	Unit 30-01, Level 30, Tower A, Vertical Business Suite, Avenue 3, Bangsar South, No 8, Jalan Kerinchi 59200 Kuala Lumpur, Malaysia
United Business Media (M) Sdn Bhd	Malaysia	Events and marketing services business	Level 18, The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur, Malaysia

	Country of	Principal
Name	incorporation	business activity	Registered office
Cosmosprof Shanghai Exhibitions Limited	China	Events business	10/F Xian Dai Mansion, 218 Xiangyang Road, Shanghai 200031
Games for Good Causes plc	England & Wales	Dormant	Imperial House, Imperial Drive, Rayners Lane, Harrow, Middlesex, HA2 7JW
GML Exhibition (Thailand) Co. Ltd	Thailand	Events business	503/23 K.S.L Tower, 14th Floor Sri Ayuthaya Road, Kwaeng Thanon Phyathai, Khet Rajathewee, Bangkok, 10400
Guangdong International Exhibitions Limited	China	Dormant	Room 405 Parkview Square, 960 Jie Fang Bei Road Guangzhou, 510040
Independent Television News Limited (ITN)	England & Wales	Broadcasting business	200 Grays Inn Road, London, WC1X 8XZ
PT Dyandra UBM International	Indonesia	Events business	JI. Johar No.9, Kelurahan Gondangdia, Menteng Jakarta Pusat
PT UBM Pameran Niaga Indonesia	Indonesia	Events business	Jalan Sultan Iskandar Muda No 7 Arteri Pondok Indah Kebayoran Lama, Jakarta Selatan 12240
The Property Week Limited	England & Wales	Marketing services business	240 Blackfriars Road, London, SE1 8BF
UBM Asia (Thailand) Co Limited	Thailand	Events and marketing services business	503/23 K.S.L Tower, 14th Floor Sri Ayuthaya Road, Kwaeng Thanon Phyathai, Khet Rajathewee, Bangkok, 10400
Zhongshan Guzhen Lighting Expo Co., Limited.	China	Events business	2/F, Guzhen Convention and Exhibition Centre Interchange of East Dongxing Road and Gushen Road Guzhen Town, Zhongshan City Guangdong

Province, 528421, China

Joint ventures and associates (20 per cent. to 50 per cent.)

8.2 Related party transactions

Transactions with related parties are made at arm's length. Outstanding balances at year-end are unsecured and settlement occurs in cash. There are no bad debt provisions for related party balances as at 31 December 2017, 31 December 2016 or 31 December 2015, and no debts due from related parties have been written off during the period. Unless otherwise stated, there are no amounts owed by or due to the Group at 31 December 2017, 31 December 2016 or 31 December 2015.

The Group entered into the following transactions with related parties during the following years:

Related party and Relationship ––––––––––––––––	Nature of transactions –––––––––––	Balances (owed by)/due to the Group at 31 December 2017 –––––––––––	Value of transaction 2017 –––––––––––	Balances (owed by)/due to the Group at 31 December 2016 –––––––––––	Value of transaction 2016 ––––––––––– ––––––––––– –––––––––––	Balances (owed by)/due to the Group at 31 December 2015	Value of transaction 2015
				(£ millions)
GML Exhibitions (Thailand) Co Limited – Joint Venture	Dividend income, advances and management fees	–	–1	–	–1	–1	–
Guangzhou Beauty Fair – Joint Venture	Dividend income, commission and management fees	–	–	–	–	–	2.1
Guzhen Lighting Expo Company Limited – Joint Venture	Dividend income and marketing expenses	–	–	–2	0.5	–	–
Light Reading LLC – Joint Venture	Vendor loan note and transitional services	–	–	–	–	7.8	0.3

1 The Group received a dividend of £52,000 from GML Exhibitions (Thailand) Co Limited and is owed nil as at 31 December 2016 (2015: £4,000).

2 The Group is owed £7,000 by Guzhen Lighting Expo Company Limited as at 31 December 2016 (2015: nil).

The Group disposed of its interest in Light Reading LLC on 13 July 2016. Vendor loan notes were fully repaid, and from this date, it ceased to be a related party.

Compensation of key management personnel of the Group

Key management personnel are the Group's Executive Directors and Non-Executive Directors and the following is the aggregate compensation of these Directors:

	2017	2016	2015
	–––––––––––	––––––––––– (£ millions)	–––––––––––
Short-term employee benefits	2.9	2.6	2.9
Contributions to defined contribution plans	0.2	0.2	0.2
Share-based payments	2.2 –––––––––––	2.1 –––––––––––	3.0 –––––––––––
	5.3	4.9	6.1
	––––––––––– –––––––––––	––––––––––– –––––––––––	––––––––––– –––––––––––

8.3 Events after the reporting period

On 4 January 2018, the owners of the 15 per cent. non-controlling interest of UBM ICC Fuarcilik ve Organizasyon Ticaret A.Ş (ICC) issued a binding notice to exercise their put option. Consideration for this remaining 15 per cent. shareholding is in negotiation and will not be material to the Group. The equity purchase will take the Group's total shareholding in ICC to 100 per cent.

On 26 January 2018, the Group completed the disposal of the Building, Building Design portfolio and venuefinder.com business for total consideration of £3.0 million comprised of cash and vendor loan notes.

On 30 January 2018, Informa plc announced an intention to make a formal offer, which has been recommended by the UBM Board, to acquire the Group for a value of approximately £3.9 billion.

On 12 February 2018, the Group acquired 65 per cent. of 博闻创意会展(深圳)有限公司, organiser of Shenzhen International Electronics Convention & Expo and the Shenzhen International e-Cig Expo, for initial consideration of £4.6 million.

On 23 February 2018, the Group completed the disposal of the Accent, Forum and MR fashion media portfolios for consideration of \$515,000.

On 27 February 2018, the Group acquired 100 per cent. of Centro De Treinamento E Estudos Em Energia Ltda, which owns a portfolio of renewable energy events and digital media in Brazil, for initial consideration of £5.0 million.

PART VIII

UNAUDITED PRO FORMA FINANCIAL INFORMATION FOR THE ENLARGED GROUP

SECTION A: UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

The unaudited pro forma income statement and unaudited pro forma statement of net assets have been prepared to illustrate the effect of the Offer, the issue of the New Informa Shares and the drawdown of the Consideration Facility on the income statement of the Informa Group as if Completion had taken place on 1 January 2017, and on the net assets of the Informa Group as if Completion had taken place on 31 December 2017.

The unaudited pro forma income statement and the unaudited pro forma statement of net assets have been prepared in a manner consistent with the accounting policies adopted by the Informa Group in preparing the Informa 2017 Financial Statements. The unaudited pro forma adjustments give effect to the events that are directly attributable to the Offer, including financing the Offer.

The unaudited pro forma income statement and the unaudited pro forma statement of net assets have been prepared for illustrative purposes only. By their nature they address a hypothetical situation and, therefore, do not in any way reflect the Enlarged Group's actual financial position or results.

The unaudited pro forma financial information does not constitute financial statements within the meaning of Section 434 of the CA 2006. Shareholders should read the whole of this document and not rely solely on the summarised information contained in this Part VIII (Unaudited Pro Forma Financial Information for the Enlarged Group).

Unaudited Pro Forma Net Assets Statement

			Adjustments –––––––––––––––––––––––––––––
	Informa as at 31 Dec 2017(1) ––––––––––	UBM as at 31 Dec 2017(2) ––––––––––	Draw Down of Consideration Facility(3) ––––––––––	Offer Adjustments(3) ––––––––––	Pro Forma ––––––––––
			(£ millions)
Non-current assets Goodwill	2,608.2	1,533.0	–	2,555.0	6,696.2
Other intangible assets	1,701.4	498.4	–	–	2,199.8
Property and equipment	31.8	39.9	–	–	71.7
Investments in joint ventures and
associates	1.5	17.3	–	–	18.8
Other investments	4.6	38.1	–	–	42.7
Deferred tax asset	9.0	19.7	–	–	28.7
Other receivables	0.1	3.2	–	–	3.3
Derivative financial instruments	–	3.2	–	–	3.2
Retirement benefit surplus	–	4.8	–	–	4.8
	–––––––––– 4,356.6 ––––––––––	–––––––––– 2,157.6 ––––––––––	–––––––––– – ––––––––––	–––––––––– 2,555.0 ––––––––––	–––––––––– 9,069.2 ––––––––––
Current assets
Inventory	54.1	–	–	–	54.1
Trade and other receivables	401.1	216.7	–	–	617.8
Current tax asset	25.4	–	–	–	25.4
Cash at bank and on hand	54.9 ––––––––––	77.7 ––––––––––	644.1 ––––––––––	(778.3) ––––––––––	(1.6) ––––––––––
	535.5 ––––––––––	294.4 ––––––––––	644.1 ––––––––––	(778.3) ––––––––––	695.7 ––––––––––
Total assets	4,892.1 ––––––––––	2,452.0 ––––––––––	644.1 ––––––––––	1,776.7 ––––––––––	9,764.9 ––––––––––
Current liabilities
Borrowings	(303.0)	(3.6)	–	(30.0)	(336.6)
Current tax liabilities	(30.5)	(52.6)	–	–	(83.1)
Provisions	(25.1)	(9.9)	–	–	(35.0)
Trade and other payables	(297.2)	(136.8)	–	–	(434.0)
Deferred income	(534.6)	(346.7)	–	–	(881.3)
Derivative financial instruments	– ––––––––––	(2.8) ––––––––––	– ––––––––––	– ––––––––––	(2.8) ––––––––––
	(1,190.4) ––––––––––	(552.4) ––––––––––	– ––––––––––	(30.0) ––––––––––	(1,772.8) ––––––––––
Non-current liabilities
Borrowings	(1,125.0)	(588.3)	(644.1)	–	(2,357.4)
Deferred tax liabilities	(251.6)	(29.5)	–	–	(281.1)
Retirement benefit obligations	(23.6)	(10.6)	–	–	(34.2)
Provisions	(33.0)	(9.6)	–	–	(42.6)
Non-current tax liabilities	(11.1)	–	–	–	(11.1)
Trade and other payables	(26.7)	(7.5)	–	–	(34.2)
Derivative financial instruments	– ––––––––––	(4.8) ––––––––––	– ––––––––––	– ––––––––––	(4.8) ––––––––––
	(1,471.0) ––––––––––	(650.3) ––––––––––	(644.1) ––––––––––	– ––––––––––	(2,765.4) ––––––––––
Total liabilities	(2,661.4) ––––––––––	(1,202.7) ––––––––––	(644.1) ––––––––––	(30.0) ––––––––––	(4,538.2) ––––––––––
Net assets	2,230.7 ––––––––––	1,249.3 ––––––––––	– ––––––––––	1,746.7 ––––––––––	5,226.7 ––––––––––

Notes:

(1) Informa's net asset information as at 31 December 2017 has been extracted, without material adjustment, from the Informa 2017 Financial Statements.

(2) UBM's net asset information as at 31 December 2017 has been extracted from the UBM 2017 Annual Report and Accounts and has been adjusted in order to align it with the presentation adopted by Informa as follows:

Statement of net assets line items – UBM	UBM as at 31 Dec 2017(a)	Statement of net assets line items – Informa	statement of net assets presentation of Informa as at 31 Dec 2017
––––––––––––––––––––––––––––	–––––––––– (£ millions)	–––––––––––––––––––––––––	–––––––––– (£ millions)
Non-current assets		Non-current assets
Goodwill	1,533.0	Goodwill	1,533.0
Intangible assets	498.4	Other intangible assets	498.4
Property, plant and equipment	39.9	Property and equipment	39.9
Investments in joint ventures and associates	17.3	Investments in joint ventures and associates	17.3
Available-for-sale investments	38.1	Other investments	38.1
Trade and other receivables	3.2	Deferred tax asset	19.7
Derivative financial instruments	3.2	Other receivables	3.2
Retirement benefit surplus	4.8	Derivative financial instruments	3.2
Deferred tax asset	19.7	Retirement benefit surplus	4.8
	––––––––––––– 2,157.6		––––––––––––– 2,157.6
Current assets	––––––––––––– –––––––––––––	Current assets	––––––––––––– –––––––––––––
		Inventory	–
Trade and other receivables	216.7	Trade and other receivables	216.7
		Current tax asset	–
Cash and cash equivalents	77.7	Cash at bank and on hand	77.7
	––––––––––––– 294.4		––––––––––––– 294.4
Total assets	––––––––––––– 2,452.0 ––––––––––––– –––––––––––––	Total assets	––––––––––––– 2,452.0 ––––––––––––– –––––––––––––
Current liabilities		Current liabilities
Current tax liabilities	(52.6)	Borrowings	(3.6)
Trade and other payables	(483.5)	Current tax liabilities	(52.6)
Provisions	(9.9)	Provisions	(9.9)
Borrowings	(3.6)	Trade and other payables(b)	(136.8)
Derivative financial instruments	(2.8)	Deferred income(b)	(346.7)
	–––––––––––––	Derivative financial instruments	(2.8) –––––––––––––
	(552.4) –––––––––––––		(552.4) –––––––––––––
Non-current liabilities	–––––––––––––	Non-current liabilities	–––––––––––––
Deferred tax liabilities	(29.5)	Borrowings	(588.3)
Trade and other payables	(7.5)	Deferred tax liabilities	(29.5)
Provisions	(9.6)	Retirement benefit obligations	(10.6)
Borrowings	(588.3)	Provisions	(9.6)
Derivative financial instruments	(4.8)	Non-current tax liabilities	–
Retirement benefit obligations	(10.6)	Trade and other payables	(7.5)
	–––––––––––––	Derivative financial instruments	(4.8) –––––––––––––
	(650.3) –––––––––––––		(650.3) –––––––––––––
Total liabilities	(1,202.7) –––––––––––––	Total liabilities	(1,202.7) –––––––––––––
Net assets	1,249.3 ––––––––––––– –––––––––––––	Net assets	1,249.3 ––––––––––––– –––––––––––––

net assets under the statement of net assets presentation of

UBM's statement of

(a) The statement of net assets line items of UBM are directly extracted from the statement of net assets of UBM as at 31 December 2017. The order of the line items is different to the Informa statement of net assets to allow each line to be matched to the presentational format of Informa's statement of net assets.

(b) UBM's current trade and other payables as at 31 December 2017 of £483.5 million includes deferred revenue of £346.7 million, which is presented separately in Informa's net asset statement.

(3) The adjustments arising as a result of the Offer are set out below:

(a) The consideration will be payable as a combination of the issuance of New Informa Shares ("Consideration Shares") and payment of cash ("Cash Consideration") to the UBM Shareholders.

The total estimated consideration payable is set out below:

	(£ millions)
Consideration Shares	3,028.7
Cash Consideration	644.0
Estimated total consideration	–––––––––– 3,672.7 –––––––––– ––––––––––

As set out in Part I (Information on the Offer), the terms of the Offer are that Informa will issue 1.083 New Informa Shares of 0.1p for each UBM Share. The fair value of the Consideration Shares based upon the Informa share price of 707.8p as at 9 March 2018, and the outstanding shares of UBM in issue (plus the estimated share options under the SAYE Scheme to be converted into shares in UBM) of 395,112,896 as at 8 March 2018, was £3,028.7 million.

Informa will also pay each UBM Shareholder 163p per UBM Share held, which based upon the outstanding shares of UBM in issue (plus the estimated share options under the SAYE Scheme to be converted into shares in UBM) of 395,112,896 as at 8 March 2018, would total £644.0 million.

Under IFRS acquisition accounting, it is necessary to fair value the consideration paid and all the assets and liabilities of the acquired business. In the pro forma statement of net assets, no adjustments have been made to fair value the individual net assets of UBM to reflect any re-measurements to fair value that may arise as this exercise will not be undertaken until after the effective completion date.

(b) The adjustment to goodwill has been calculated as follows:

	(£ millions)
Estimated total consideration	3,672.7
Net assets acquired	(1,249.3)
Estimated transaction costs incurred by UBM excluding amounts expensed in 2017	42.5
Acquisition of own shares by UBM to settle share options	30.0
Special Dividend to be paid to shareholders of UBM	59.1
Pro forma goodwill adjustment	–––––––––– 2,555.0 –––––––––– ––––––––––

UBM Shareholders that continue to hold Informa Shares on the dividend record date of 20 April 2018 for the Final Informa Dividend will be entitled to receive the Final Informa Dividend in respect of such Informa Shares if the Effective Date occurs prior to such record date or, if the Effective Date occurs later, UBM Shareholders will be entitled to receive a Special Dividend, being the Final Informa Dividend multiplied by 1.083 (the number of New Informa Shares to be issued for each UBM Share). For the purposes of the pro-forma financial information it has been assumed that the record date for the Final Informa Dividend is before the Effective Date and therefore UBM shareholders will receive the Special Dividend. Based upon the outstanding shares in UBM (plus the estimated share options under the SAYE Scheme to be converted into shares in UBM) of 395,112,896 at 8 March 2018, the Special Dividend would be £59.1 million (being 13.80 pence per 395,112,896 UBM Shares multiplied by 1.083). The Special Dividend will be declared by UBM prior to completion, and for the purposes of the pro forma financial information this is shown as an obligation of UBM which is settled in cash.

(c) Adjustments to cash have been calculated as follows:

	(£ millions)
Draw down of Consideration Facility	656.0
Less: debt issuance costs	(11.9) ––––––––––
Draw Down of Consideration Facility	644.1 –––––––––– ––––––––––
Cash consideration paid to UBM Shareholders	644.0
Estimated transactions costs incurred by Informa	32.7
Estimated transactions costs incurred by UBM	42.5
Special Dividend paid to UBM Shareholders	59.1 ––––––––––
Total cash paid	778.3 –––––––––– ––––––––––

(d) Long-term borrowings have been adjusted by £644.1 million for the £656.0 million drawdown of the Consideration Facility, net of financing costs of £11.9 million. Short term borrowings have been adjusted by £30.0 million as a result of estimated additional borrowings being drawn by UBM to fund the acquisition of UBM shares to settle share options, taking into account proceeds for the exercise of the options.

(4) No adjustment has been made to reflect the trading results of Informa since 31 December 2017 and UBM since 31 December 2017.

Unaudited Pro Forma Income Statement

		–––––––––––––––––––––––––––––
Informa for the year ended 31 December 2017(5)	UBM for the year ended 31 December 2017(6)	Financing(7)	Offer Adjustments(8)(9)	Pro Forma ––––––––––
		(£ millions)
1,757.6	1,002.9	–	–	2,760.5
				(1,922.8)
				1.4 ––––––––––
545.5	293.6	–	–	839.1
(157.8)	(64.5)	–	–	(222.3)
(5.6)	–	–	–	(5.6)
(36.8)	(19.7)	–	(81.1)	(137.6) ––––––––––
				473.6
(17.4)	2.6	–	–	(14.8)
0.2	7.8	–	–	8.0
(59.3)	(28.1)	(17.3)	–	(104.7)
				––––––––––
268.8	191.7	(17.3)	(81.1)	362.1
44.9	(40.0)	3.3	–	8.2 ––––––––––
313.7	151.7	(14.0)	(81.1)	370.3 ––––––––––
				7.8
313.7	159.5	(14.0)	(81.1)	–––––––––– 378.1 –––––––––– ––––––––––
	–––––––––– (1,212.1) – –––––––––– –––––––––– 345.3 –––––––––– –––––––––– –––––––––– – –––––––––– ––––––––––	–––––––––– (710.7) 1.4 –––––––––– –––––––––– 209.4 –––––––––– –––––––––– –––––––––– 7.8 –––––––––– –––––––––– –––––––––– ––––––––––	–––––––––– – – –––––––––– –––––––––– – –––––––––– –––––––––– –––––––––– – –––––––––– ––––––––––	–––––––––– – – –––––––––– –––––––––– (81.1) –––––––––– –––––––––– –––––––––– – –––––––––– –––––––––– –––––––––– ––––––––––

(5) Informa's income statement for the year ended 31 December 2017 has been extracted, without material adjustment, from the Informa 2017 Financial Statements.

(6) UBM's income statement for the year ended 31 December 2017 has been extracted from the UBM 2017 Annual Report and Accounts has been and adjusted in order to align it with the presentation adopted by Informa as follows:

Income statement line items – UBM –––––––––––––––––––––––––––––––	UBM total for the year ended 31 Dec 2017(a) ––––––––––––––	Reclassifications(b) ––––––––––––––––– ––––––––––––––	UBM's income statement under the income statement presentation of Informa for the year ended 31 Dec 2017(c)	Income statement line items – Informa ––––––––––––––––––––––––––––––––––––
		(£ millions)
Continuing operations				Continuing operations
Revenue	1,002.9	–	1,002.9	Revenue
Other operating income	9.2	(9.2)
Operating expenses	(719.9)	9.2	(710.7)	Net operating expenses
Exceptional operating items	(17.1)	17.1	–
Amortisation of intangible assets arising
on acquisitions	(64.5)	64.5	–
Share of results of joint ventures and				Share of results of joint ventures and
associate (after tax)	1.4 ––––––––––––––	– ––––––––––––––––– ––––––––––––––	1.4	associates
Group operating profit from
continuing operations	212.0	81.6	293.6	Adjusted operating profit
		(64.5)	(64.5)	Amortisation of acquired intangible assets
		–	–	Impairment of intangibles and goodwill
		(19.7)	(19.7)	Other adjusting items
		––––––––––––––––– –––––––––––––– (2.6)	209.4	Operating profit Profit on disposal of subsidiaries and
		2.6	2.6	operations
Financing income	7.8	–	7.8	Investment income
Financing costs	(28.1)	–	(28.1)	Finance costs
	––––––––––––––	––––––––––––––––– ––––––––––––––
Profit before tax from				Profit before tax from
continuing operations	191.7	–	191.7	continuing operations
Tax	(40.0) ––––––––––––––	– ––––––––––––––––– ––––––––––––––	(40.0)	Tax charge
Profit for the year from				Profit for the year from
continuing operations	151.7 –––––––––––––– ––––––––––––––	– ––––––––––––––––– –––––––––––––– ––––––––––––––––– ––––––––––––––	151.7	operations continuing
Discontinued operations				Discontinued operations
Profit for the year from				Profit for the year from
discontinued operations	7.8	–	7.8	operations discontinued
Profit for the year	–––––––––––––– 159.5	––––––––––––––––– –––––––––––––– –	159.5	Profit for the year
	–––––––––––––– ––––––––––––––	––––––––––––––––– –––––––––––––– ––––––––––––––––– ––––––––––––––

Notes:

• (a) The UBM Group's income statement line items are directly extracted from the UBM Group's consolidated income statement for the year ended 31 December 2017, which is set out in Part VII (Historical Financial Information relating to the UBM Group).
• (b) The following reclassifications were made to reflect the difference in accounting presentation under the Informa Group's presentation as opposed to that of the UBM Group:
• (i) Other operating income of £9.2 million has been reclassified within the Net operating expenses line;
• (ii) Amortisation of intangible assets arising on acquisitions has been reclassified below adjusted operating profit;
• (iii) Exceptional operating costs of £19.7 million have been reclassified to other adjusting items; and
• (iv) A profit of £2.6 million arising on UBM's disposal of its Customer Tech portfolio and Care & Dementia Show has been reclassified from exceptional operating items to (loss)/profit on disposal of subsidiaries and operations.
• (c) This reflects the UBM Group's consolidated income statement for the year ended 31 December 2017, which is set out in Part VII (Historical Financial Information relating to the UBM Group), reformatted under the Informa Group's headings.
• (7) Adjustments expected to have a continuing impact:

This adjustment relates to interest charges on the Consideration Facility debt of £656.0 million at an interest rate of 1.4 per cent. based on LIBOR plus applicable margin. The tax impact of these adjustments use an applicable UK tax rate of 19.0 per cent. The following adjustments to reflect the acquisition as if it had happened on 1 January 2017 in the unaudited pro forma income statement:

	(£ millions)
Finance costs – interest charges on Consideration Facility	9.4
Finance costs – amortisation of debt issuance costs relating to the Consideration Facility	7.9 ––––––––––––
Net financing costs	17.3 ––––––––––––
Tax effect on above adjustment	–––––––––––– 3.3

• (8) Adjustments not expected to have a continuing impact:
• (i) estimated transaction costs totalling £75.2 million. The adjustments relate to estimated transactions costs of £32.7 million incurred by Informa and £42.5 million incurred by UBM, all of which are expensed; and

• (ii) as a result of the Offer UBM will recognise an accelerated vesting charge in relation to its equity settled share based payment schemes of £5.9 million.

• (9) No adjustment has been made for the following:

• (a) the unaudited pro forma income statement does not reflect the effect of any fair value adjustments which may be recorded to acquired assets and liabilities. Upon completion of the purchase price allocation exercise, which will be finalised after Completion of the Combination, additional depreciation of property plant and equipment and amortisation of intangible assets, amongst other things, may be required in the Enlarged Group's financial statements;
• (b) no adjustment has been made to reflect any synergies that may arise after the transaction as these are dependent upon the future actions of management; and
• (c) no adjustment has been made to reflect the trading results of Informa or UBM since 31 December 2017.

SECTION B: ACCOUNTANT'S REPORT ON THE UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP

Deloitte LLP 2 New Street Square London EC4A 3BZ

The Board of Directors (including the Proposed Directors) on behalf of Informa plc 5 Howick Place London SW1P 1WG

Barclays Bank PLC, acting through its Investment Bank 5 The North Colonnade Canary Wharf London E14 4BB

14 March 2018

Dear Sirs,

Informa plc (the "Company")

We report on the pro forma financial information (the "Pro forma financial information") set out in Part VIII of the prospectus dated 14 March 2018 (the "Prospectus"), which has been prepared on the basis described in the notes 1 to 9, for illustrative purposes only, to provide information about how the proposed acquisition of UBM plc 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 ended 31 December 2017. This report is required by the Commission Regulation (EC) No 809/2004 (the "Prospectus Directive Regulation") and is given for the purpose of complying with that requirement and for no other purpose.

Responsibilities

It is the responsibility of the directors of the Company (the "Directors") to prepare the Pro forma financial information in accordance with Annex II items 1 to 6 of the Prospectus Directive Regulation.

It is our responsibility to form an opinion, as to the proper compilation of the Pro forma financial information and to report that opinion to you in accordance with Annex II item 7 of the Prospectus Directive Regulation.

Save for any responsibility arising under Prospectus Rule 5.5.3R (2)(f) to any person as and to the extent there provided, 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 other person as a result of, arising out of, or in connection with this report or our statement, required by and given solely for the purposes of complying with Annex I item 23.1 of the Prospectus Directive Regulation, consenting to its inclusion in the Prospectus.

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.

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.

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.

Our work has not been carried out in accordance with auditing or other standards and practices generally accepted in jurisdictions outside the United Kingdom, including the United States of America, and accordingly should not be relied upon as if it had been carried out in accordance with those standards or practices.

Opinion

In our opinion:

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

Declaration

For the purposes of Prospectus Rule 5.5.3R(2)(f) we are responsible for this report as part of the Prospectus and declare that we have taken all reasonable care to ensure that the information contained in this report is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect its import. This declaration is included in the Prospectus in compliance with Annex I item 1.2 of the Prospectus Directive Regulation.

Yours faithfully

Deloitte LLP

Deloitte LLP is a limited liability partnership registered in England and Wales with registered number OC303675 and its registered office at 2 New Street Square, London EC4A 3BZ, United Kingdom. Deloitte LLP is the United Kingdom affiliate of Deloitte NWE LLP, a member firm of Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee ("DTTL"). DTTL and each of its member firms are legally separate and independent entities. DTTL and Deloitte NWE LLP do not provide services to clients. Please see www.deloitte.com/about to learn more about our global network of member firms.

PART IX

CAPITALISATION AND INDEBTEDNESS STATEMENT

SECTION A: THE GROUP

1. CAPITALISATION AND INDEBTEDNESS

The following table shows the capitalisation and indebtedness of the Informa Group as at 31 December 2017 has been extracted without material adjustment from the Informa 2017 Financial Statements (as incorporated by reference as set out in Part VI (Historical Financial Information Relating to the Informa Group) of this document).

	––––––––––––––––– (£ millions)
Current debt
Secured	–
Unguaranteed/unsecured	–
Guaranteed:
Bank overdraft	6.7
Bank borrowings – (\$400.0 million) – due March 2018	296.3
Total current debt (Guaranteed by Informa Group company)	––––––––––––––––– 303.0 ––––––––––––––––– –––––––––––––––––
Non-current debt
Secured	–
Unguaranteed/unsecured	–
Guaranteed:
Bank borrowings – revolving credit facility – due October 2020	287.6
Bank borrowing fees	(2.0)
Private placement loan note (\$385.5 million) – due December 2020	285.5
Private placement loan note (\$120.0 million) – due October 2022	88.9
Private placement loan note (\$55.0 million) – due January 2023	40.7
Private placement loan note (\$80.0 million) – due January 2025	59.2
Private placement loan note (\$130.0 million) – due October 2025	96.3
Private placement loan note (\$365.0 million) – due January 2027	270.4
Private placement fees	(1.6) –––––––––––––––––
Total non-current debt (guaranteed by Informa Group company)	1,125.0 –––––––––––––––––
Total indebtedness as at 31 December 2017	1,428.0 ––––––––––––––––– –––––––––––––––––
	31 December 2017 –––––––––––––––––
	(£ millions)
Shareholders' equity
Share capital Share premium account	0.8 905.3
Translation reserve	(56.5)
Other reserves	(1,568.7)
Total equity (excluding retained earnings) as at 31 December 2017	––––––––––––––––– (719.1) ––––––––––––––––– –––––––––––––––––

Note: There has been no material change in the indebtedness of the Informa Group since 31 December 2017 except for the issuance of USD 400 million of private placement loan notes issued on 4 January 2018.

2. NET INDEBTEDNESS

The following table sets out the net financial indebtedness of the Informa Group as at 31 December 2017. The statement of indebtedness has been extracted without material adjustment from the 2017 Financial Statements of the Informa Group (as incorporated by reference and as set out in Part VI (Historical Financial Information Relating to the Informa Group) of this document).

	31 December 2017 –––––––––––––––––
	(£ millions)
Cash at bank and in hand	54.9
Bank borrowings – (\$400.0 million) – due March 2018	(296.3)
Bank overdraft	(6.7) –––––––––––––––––
Liquidity	(248.1) –––––––––––––––––
Non-current
Bank borrowings – revolving credit facility	(287.6)
Bank borrowing fees	2.0
Private placement loan notes	(841.0)
Private placement fees	1.6 –––––––––––––––––
Non-current financial indebtedness	(1,125.0) –––––––––––––––––
Net financial indebtedness as at 31 December 2017	––––––––––––––––– (1,373.1) –––––––––––––––––
	–––––––––––––––––

As at 31 December 2017, the Informa Group does not have any indirect or contingent indebtedness.

PART X

TAXATION

1. UK TAXATION

1.1 General

The following statements are intended only as a general guide to certain UK tax considerations and do not purport to be a complete analysis of all potential UK tax consequences of holding or disposing of New Informa Shares. They are based on current UK legislation and what is understood to be the current practice of HM Revenue & Customs ("HMRC") as at the date of this document, both of which may change, possibly with retroactive effect. These statements apply only to Informa Shareholders who are resident (and, in the case of individuals, domiciled) for tax purposes in (and only in) the United Kingdom (except insofar as express reference is made to the treatment of non-UK residents), who hold their New Informa Shares as an investment (other than under an individual savings account or pension arrangement) and who are the absolute beneficial owner of both the New Informa Shares and any dividends paid on them. The tax position of certain categories of Informa Shareholders who are subject to special rules (such as persons acquiring their New Informa Shares in connection with employment, dealers in securities, insurance companies and collective investment schemes or those who hold 10 per cent. or more of the Informa Shares) is not considered.

The statements in paragraph 1.4 below apply to any holders of New Informa Shares irrespective of their residence, summarise the current position and are intended as a general guide only.

Informa Shareholders or prospective investors who are in any doubt as to their tax position or who may be subject to tax in a jurisdiction other than the United Kingdom are strongly recommended to consult their own professional advisers.

1.2 Taxation of Dividends

(a) General

Informa is not required to withhold UK tax when paying a dividend.

The amount of any liability to UK tax on dividends paid by Informa will depend upon the individual circumstances of an Informa Shareholder.

(b) UK resident individual shareholders

Under current UK tax rules specific rates of tax apply to dividend income. These include a nil rate of tax for the first £5,000 of dividend income in any tax year (the "nil rate band") (which will be reduced to £2,000 with effect from 6 April 2018) and different rates of tax for dividend income that exceeds the nil rate band. No tax credit attaches to dividend income. For these purposes, "dividend income" includes UK and non-UK source dividends and certain other distributions in respect of shares.

An individual Informa Shareholder who is resident for tax purposes in the UK and who receives a dividend from Informa will not be liable to UK tax on the dividend to the extent that (taking account of any other dividend income received by the Informa Shareholder in the same tax year) that dividend falls within the nil rate band.

To the extent that (taking account of any other dividend income received by the Informa Shareholder in the same tax year) the dividend exceeds the nil rate band, it will be subject to income tax at 7.5 per cent. to the extent that it falls below the threshold for higher rate income tax. To the extent that (taking account of other dividend income received in the same tax year) it falls above the threshold for higher rate income tax then the dividend will be taxed at 32.5 per cent., to the extent that it is within the higher rate band, or 38.1 per cent., to the extent that it is within the additional rate band. For the purposes of determining which of the taxable bands dividend income falls into, dividend income is treated as the highest part of an Informa Shareholder's income. In addition, dividends within the nil rate band which would (if there was no nil rate band) have fallen within the basic or higher rate bands will use up those bands respectively for the purposes of determining whether the threshold for higher rate or additional rate income tax is exceeded.

(c) Other shareholders

Dividends paid by Informa to Informa Shareholders who are subject to UK corporation tax should fall within one or more of the classes of dividend qualifying for exemption from corporation tax, although the exemptions are not comprehensive and are also subject to anti-avoidance rules. Informa Shareholders within the charge to corporation tax should consult their own professional advisers.

Informa Shareholders who are not resident in the United Kingdom for UK tax purposes will not be liable to UK income or corporation tax on dividends paid on the Informa Shares unless they are carrying on a trade, profession or vocation in the United Kingdom and the dividends are either a receipt of that trade or, in the case of corporation tax, the Informa Shares are held by or for a UK permanent establishment through which the trade is carried on.

An Informa Shareholder resident outside the United Kingdom may be subject to taxation on dividend income under local law. An Informa Shareholder who is resident outside the United Kingdom for tax purposes should consult his own tax adviser concerning his tax position on dividends received from Informa.

1.3 Chargeable Gains

If an Informa Shareholder disposes of (or is deemed to dispose of) New Informa Shares then if that Informa Shareholder is (at any time in the relevant UK tax year) resident in the United Kingdom for tax purposes he or she may, depending upon his or her circumstances and subject to any available exemption or relief (such as the annual exempt amount for individuals), incur a liability to taxation on any chargeable gain realised.

Informa Shareholders who are not resident in the United Kingdom for UK tax purposes will not generally be subject to UK taxation of chargeable gains unless they are carrying on a trade, profession or vocation in the United Kingdom through a branch or agency (or, in the case of a corporate Informa Shareholder, a permanent establishment) in connection with which the New Informa Shares are used, held or acquired.

Individuals who are temporarily non-UK resident may, in certain circumstances, be subject to tax in respect of gains realised whilst they are not resident in the United Kingdom.

1.4 Stamp Duty and SDRT

(a) General

The following statements are intended only as a general guide to the current stamp duty and SDRT position. Transfers to certain categories of person are not liable to stamp duty or SDRT and others may be liable at a higher rate or may, although not primarily liable for SDRT, be required to notify and account for it. In particular, special rules apply to transfers or issues to, or to a nominee or agent for, a person whose business is or includes the provision of clearance services or issuing depositary receipts.

(b) The Offer

The issue of New Informa Shares direct to persons acquiring New Informa Shares pursuant to the terms of the Offer will not generally give rise to stamp duty or SDRT.

(c) Subsequent transfers

Stamp duty at the rate of 0.5 per cent. (rounded up to the next multiple of £5) of the amount or value of the consideration given is generally payable on an instrument transferring Informa Shares. A charge to SDRT will also arise on an unconditional agreement to transfer Informa Shares (at the rate of 0.5 per cent. of the amount or value of the consideration payable). However, if within six years of the date of the agreement becoming unconditional an instrument of transfer is executed pursuant to the agreement, and stamp duty is paid on that instrument, any SDRT already paid will be refunded (generally, where the tax repaid is not less than £25, together with interest at the relevant prevailing rate from the date on which the payment was made until the order for repayment is issued) provided that a claim for payment is made, and any outstanding liability to SDRT will be cancelled. The liability to pay stamp duty or SDRT is generally satisfied by the purchaser or transferee. An exemption from stamp duty is available on an instrument transferring Informa Shares where the amount or value of the consideration is £1,000 or less, and it is certified on the instrument that the transaction effected by the instrument does not form part of a larger transaction or series of transactions for which the aggregate consideration exceeds £1,000.

Paperless transfers of Informa Shares within CREST are generally liable to SDRT, rather than stamp duty, at the rate of 0.5 per cent. of the amount or value of the consideration. CREST is obliged to collect SDRT on relevant transactions settled within the system. Under the CREST system, no stamp duty or SDRT will arise on a transfer of Informa Shares into the system unless such a transfer is made for a consideration in money or money's worth, in which case a liability to SDRT (usually at a rate of 0.5 per cent.) will arise.

2. US TAXATION

The following summary is a general discussion of certain US federal income tax considerations for US Holders (as defined below) of holding and disposing of New Informa Shares. The following summary applies only to US Holders that hold New Informa Shares as capital assets for US federal income tax purposes (generally, assets held for investment) and that are not residents of, or ordinarily resident in, the United Kingdom for tax purposes nor hold their New Informa Shares as part of a permanent establishment in the United Kingdom. The following summary is not a complete analysis of all US federal income tax consequences that may be relevant to a US Holder's ownership or disposition of New Informa Shares, including, in particular, US federal income tax consequences that apply to US Holders subject to special tax rules, including, amongst others, financial institutions, insurance companies, real estate investment trusts, regulated investment companies, dealers or traders in securities or currencies, tax-exempt entities, US Holders that will hold New Informa Shares as part of an "integrated", "hedging" or "conversion" transaction or as a position in a "straddle" for US federal income tax purposes, grantor trusts, US Holders that have a "functional currency" other than the US Dollar, US Holders that will own (directly or by attribution) 10 per cent. or more (by voting power or value) of Informa's stock, certain US expatriates and US Holders subject to the alternative minimum tax or Medicare tax. This summary does not discuss the tax consequences of the ownership or disposition of New Informa Shares under the tax laws of any state, locality or non-US jurisdiction. US Holders should consult their own tax advisers with respect to the US federal, state, local and non-US tax consequences for them in their particular circumstances of holding and disposing of New Informa Shares.

The following summary is based on the US Internal Revenue Code of 1986, as amended (the "Code"), the US Treasury Regulations thereunder, published rulings of the US Internal Revenue Service (the "IRS"), the income tax treaty between the United States and the United Kingdom (the "US-UK Treaty") and judicial and administrative interpretations thereof, in each case as in effect and available on the date of this document. Changes to any of the foregoing, or changes in how any of these authorities are interpreted, may affect the tax consequences set out below, possibly retroactively. No ruling will be sought from the IRS with respect to any statement or conclusion in this discussion, and no assurances can be given that the IRS will not challenge such statement or conclusion in the following discussion or, if challenged, a court will uphold such statement or conclusion.

For purposes of the following summary, a "US Holder" is a beneficial owner of New Informa Shares that is for US federal income tax purposes: (i) an individual who is a citizen or resident alien of the United States, (ii) a corporation or other entity treated as a corporation for US federal income tax purposes created or organised in or under the laws of the United States or any state thereof (including the District of Columbia), (iii) an estate, the income of which is subject to US federal income taxation regardless of its source or (iv) a trust if (x) a court within the United States is able to exercise primary supervision over its administration and (y) one or more United States persons (as defined in the Code) has the authority to control all of the substantial decisions of such trust.

The US federal income tax treatment of a partner in an entity or arrangement treated as a partnership for US federal income tax purposes that holds New Informa Shares will depend on the activities of the partnership and the status of the partners. A partnership holding New Informa Shares should consult its own tax advisers about the consequences of the investment to the partnership and its partners.

Informa does not expect to be, and this summary assumes that Informa will not be, a passive foreign investment company for US federal income tax purposes. See below under paragraph 2.3 below.

2.1 Distributions by Informa

Generally, the gross amount of any distribution by Informa with respect to the New Informa Shares will be includible in a US Holder's ordinary income as a dividend to the extent of the Informa's current and accumulated earnings and profits (as determined under US federal income tax principles) at the time the US Holder receives (or constructively receives) such amount in accordance with the US Holder's usual method of accounting for US federal income tax purposes. Any distribution in excess of Informa's current and accumulated earnings and profits will be treated first as a tax-free return of capital to the extent of a US Holder's adjusted tax basis and thereafter as capital gain.

US Holders should therefore expect that a distribution by Informa with respect to the New Informa Shares will constitute ordinary dividend income. US Holders should consult their own tax advisers with respect to the appropriate treatment of any distribution received from Informa for US federal income tax purposes.

Dividends paid by Informa should not be eligible for the dividends received deduction provided for certain dividends received by US corporate shareholders. Dividends paid by Informa to non-corporate US Holders should, subject to the discussion under paragraph 2.3 below, be subject to US federal income tax at lower rates than other types of ordinary income, provided that Informa is a qualified foreign corporation and certain other requirements are met. Informa generally will be treated as a qualified foreign corporation with respect to any dividend it pays if it is eligible to claim benefits of the US-UK Treaty.

Where distributions are paid in pounds sterling, a US Holder should include the US Dollar amount of such distributions determined at the GBP/USD rate in effect on the date such distributions are includible in the US Holder's income. Generally, any gain or loss resulting from currency fluctuations during the period from the date the distribution is included in income to the date the US Holder converts the payment into US Dollars or other property should be treated as ordinary income or loss and should not be eligible for the special tax rate described in the previous paragraph.

Dividends on a New Informa Share should be treated as foreign source income for US foreign tax credit purposes. The limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. US Holders should consult their own tax advisers concerning the availability and the utilisation of the foreign tax credit.

2.2 Proceeds from the Sale, Exchange or Retirement of the New Informa Shares

Upon the sale, exchange or retirement of a New Informa Share, a US Holder will generally recognise US source capital gain or loss equal to the difference, if any, between the US Dollar amount realised on the sale, exchange or retirement (determined on the date of sale or, in the case of cash basis and electing accrual basis taxpayers, the settlement date) and the US Holder's tax basis in the New Informa Share. Any gain or loss generally will be long-term capital gain or loss if the New Informa Shares have been held for more than a year. Such gain or loss should generally be a US source gain or loss. Long-term capital gains of certain non-corporate taxpayers generally are taxed at lower rates than short-term capital gains. The deductibility of capital losses is subject to limitations.

US Holders should consult their own tax advisers about how to account for payments made with respect to the sale or other disposition of the New Informa Shares in a currency other than the US Dollar.

2.3 Passive Foreign Investment Company

In general, a non-US corporation will be considered a "passive foreign investment company" ("PFIC") for any taxable year in which either (i) 75 per cent. or more of its gross income consists of passive income or (ii) 50 per cent. or more of the average quarterly value of its assets consists of assets that produce, or are held for the production of, passive income. Based on the information currently available, Informa does not believe it was in the most recent taxable year, and does not expect to be in the current or a future taxable year, a PFIC. However, because PFIC status depends upon the composition of a company's income and assets and the market value of its assets from time to time, Informa cannot assure US Holders that it will not be considered a PFIC for any taxable year.

If Informa is classified as a PFIC for any tax year during which a US Holder holds New Informa Shares, then under the Code and proposed US Treasury regulations, Informa should continue to be treated as a PFIC with respect to such US Holder, regardless of whether Informa continues to meet either of the two tests in the previous paragraph. In such a case, a US Holder could be subject to significantly greater amounts of US tax than would otherwise apply with respect to (i) any gain on the sale or exchange of the New Informa Shares, or (ii) dividends. Additionally, dividends that are paid by Informa would not be eligible for the special reduced rate described above under paragraph 2.1 above if Informa were a PFIC in the current or preceding taxable year. The US Holder would also be subject to more burdensome US tax reporting obligations.

US Holders should consult their tax advisers concerning the application of the PFIC rules and the possibility that Informa was, is, or will be a PFIC, and alternative tax reporting methods that may be available.

2.4 Backup Withholding and Information Reporting Requirements

US federal backup withholding and information reporting requirements may apply to certain payments of dividends on, and proceeds from the sale, taxable exchange or retirement of, New Informa Shares held by US Holders. A portion of any such payment may be withheld as a backup withholding against such US Holder's potential US federal income tax liability if such US Holder fails to establish that it is exempt from these rules, furnish its correct taxpayer identification number or otherwise fails to comply with such information reporting requirements. Any amounts withheld under the backup withholdings rules from a payment to a US Holder will be credited against such US Holder's federal income tax liability, if any, or refunded if the amount withheld exceeds such tax liability provided the required information is furnished to the IRS.

US Holders should consult their tax advisers about any additional reporting obligations that may apply as a result of the ownership or disposition of New Informa Shares. Failure to comply with certain reporting obligations could result in the imposition of substantial penalties.

The above summary is not intended to constitute a complete analysis of all US federal income tax consequences to a US Holder of holding and disposing of New Informa Shares. Each US Holder should consult its own tax adviser with respect to the US federal, state, local and non-US consequences of holding and disposing of New Informa Shares.

PART XI

ADDITIONAL INFORMATION

1. RESPONSIBILITY

Informa, the Informa Directors and the Proposed Directors (whose names appear on page 42 of this document) accept responsibility for the information contained in this document. To the best of the knowledge and belief of Informa, the Informa Directors and the Proposed 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. INCORPORATION AND REGISTERED OFFICE

• 2.1 Informa was incorporated and registered in England and Wales on 24 January 2014 under CA 2006 as a private limited company with registered number 08860726 and with the name Informa Limited.
• 2.2 Informa re-registered as a public limited company on 14 May 2014 with the name Informa PLC.
• 2.3 The principal laws and legislation under which Informa operates and under which the Existing Informa Shares were created are the laws of England and Wales, including CA 2006.
• 2.4 Informa is domiciled in the United Kingdom. The registered office of Informa is at 5 Howick Place, London SW1P 1WG (Tel. No. 0207 017 5000 or, if dialling from outside the United Kingdom, +44207 017 5000).

3. SHARE CAPITAL

3.1 As at the Last Practicable Date, the issued and fully paid share capital of Informa was as follows:

			Issued and fully paid ––––––––––––––––––––––––––––––––––––––––––––––
Class of share –––––––––––––––––––	Nominal Value ––––––––––––––––––––––	Number –––––––––––––	Amount (£) –––––––––––––––––––
Ordinary shares	0.1 pence each	824,005,051	824,005.051

3.2 The issued and fully paid share capital of the Company immediately following Completion is expected to be as follows:

			Issued and fully paid ––––––––––––––––––––––––––––––––––––––––––––––
Class of share –––––––––––––––––––	Nominal Value ––––––––––––––––––––––	Number –––––––––––––	Amount (£) –––––––––––––––––––
Ordinary shares	0.1 pence each	1,256,087,563	1,256,087.563

Note: The number of Informa Shares in issue immediately following Completion assumes that no options are exercised under the Employee Share Plans between the Last Practicable Date and Completion.

3.3 The number of Informa Shares outstanding at the beginning and end of each financial year covered by the historical financial information is as follows:

Date ––––––––––––––––––––––––––––––––––––––––––––	Issued and fully paid –––––––––––––––––––––––––––––––––––––––––––––––
1 January 2015	648,941,249
31 December 2015	648,941,249
1 January 2016	648,941,249
31 December 2016	824,005,051
1 January 2017	824,005,051
31 December 2017	824,005,051

• 3.4 Save as disclosed in paragraphs 3.5, 3.6 and 3.7 below, since 1 January 2015, there has been no issue of share capital of the Company, fully or partly paid, either for cash or other consideration and (other than in connection with the Employee Share Plans) no such issues are proposed.

• 3.5 On 26 October 2016, Informa allotted 162,234,656 Informa Shares pursuant to the rights issue in connection with the Penton Merger, and on 2 November 2016, 12,829,146 Informa Shares pursuant to the Penton Merger.

• 3.6 Pursuant to the Offer, up to 432,082,512 New Informa Shares will be issued. This will result in the issued share capital of the Company increasing by approximately 52.4 per cent. A holder of Existing Informa Shares will experience a 34.4 per cent. dilution if the issue of New Informa Shares and the Offer completes (assuming that no Informa Shares other than the New Informa Shares are issued prior to Completion).

• 3.7 Details of the Resolution to be passed in connection with the issue of New Informa Shares and the Offer are set out in the Informa General Meeting Notice. The authority given to the Informa Directors to allot up to 432,082,512 New Informa Shares will enable the Informa Directors to allot sufficient Informa Shares to satisfy the Company's obligations in connection with the Offer. The authority granted under the Resolution is in addition to the authority granted to the Informa Directors at the 2017 Annual General Meeting, which the Informa Directors have no present intention of exercising.
• 3.8 Informa remains subject to the continuing obligations of the Listing Rules published by the FCA with regard to the issue of securities for cash and the provisions of section 561 of CA 2006 (which confers on shareholders rights of pre-emption in respect of the allotment of equity securities which are, or are to be, paid up in cash) apply to the unissued share capital of Informa, which is not the subject of the disapplication referred to above.
• 3.9 The Existing Informa Shares are in registered form and are capable of being held in uncertificated form, and title to such shares may be transferred by means of a relevant system (as defined in Regulations). Existing Informa Shares are listed on the Official List and admitted to trading on the London Stock Exchange's main market for listed securities. The ISIN of the Existing Informa Shares is GB00BMJ6DW54.
• 3.10 The Company has no shares in issue that do not represent share capital, and there are no outstanding debentures, convertible securities, exchangeable securities and securities with warrants issued or proposed to be issued by Informa.
• 3.11 As at the Last Practicable Date, Informa held no treasury shares.
• 3.12 The New Informa Shares will be in registered form and, from Admission, will be capable of being held in certificated and uncertificated form, and title to such shares may be transferred by means of a relevant system (as defined in the Regulations). Where New Informa Shares are held in certificated form, share certificates will be sent to the registered members by first-class post. Where the New Informa Shares are held through CREST, the relevant CREST stock account of the registered members will be credited. The New Informa Shares will be admitted with the ISIN GB00BMJ6DW54.

4. ARTICLES OF ASSOCIATION

• 4.1 The Articles of Association were adopted pursuant to a resolution passed at a general meeting of the Company held on 13 May 2014. The Articles do not contain an objects clause (and therefore the Company's objects are unrestricted).
• 4.2 The Articles of Association contain provisions to the following effect:

4.2.1 Rights attaching to Informa Shares

(a) Voting rights of Informa Shareholders

Subject to disenfranchisement in the event of: (A) non-payment of any call or other sum due and payable in respect of any Informa Share; or (B) any non-compliance with any notice under the Articles requiring disclosure of the beneficial ownership of any Informa Shares and subject to any special rights or restrictions as to voting for the time being attached to any Informa Shares, on a show of hands every qualifying person (i.e. Informa Shareholder, authorised corporate representative or proxy) present has one vote other than every proxy instructed by more than one Informa Shareholder entitled to vote on the resolution where the proxy has been instructed: (i) by one or more of the Informa Shareholders to vote for the resolution and by one or more of the Informa Shareholders to vote against the resolution; or (ii) by one or more of the Informa Shareholders to vote in the same way on the resolution (whether for or against) and one or more of those Informa Shareholders has permitted the proxy discretion how to vote, in which case the proxy has one vote for and one vote against the resolution. On a poll, every qualifying person present and entitled to vote on the resolution has one vote for every Informa Share held by the relevant Informa Shareholder. In the case of joint holders, only the vote of the person whose name stands first in the register of Informa Shareholders and who tenders a vote is accepted by the Company.

(b) Dividends

(i) Declaration of Dividends

Subject to the provisions of the CA 2006, the Company may, by ordinary resolution, declare a dividend to be paid to Informa Shareholders according to their respective rights. No dividend may be declared unless the directors have made a recommendation as to its amount, and no dividend shall exceed the amount recommended by the board.

(ii) Fixed and interim dividends

Subject to the provisions of the CA 2006, the board may pay such interim dividends as appear to the board to be justified by the profits of the Company and may also pay any dividend payable at a fixed rate whenever, in the opinion of the board, the profits available justify its payment.

(iii) If the board acts in good faith, none of the board shall incur any liability to holders of the Informa Shares conferring preferred rights for any loss they may suffer in consequence of the lawful payment of an interim dividend on any of the Informa Shares having non-preferred or deferred rights.

(iv) Calculation and currency of dividends

Except in so far as the Articles and the rights attaching to, or the terms of issue of, the Informa Shares otherwise provide: (A) all dividends shall be declared and paid according to the amounts paid up on the Informa Shares in respect of which the dividend is paid, and (B) all dividends shall be apportioned and paid pro rata according to the amounts paid up on the Informa Shares during any portion or portions of the period in respect of which the dividend is paid, save that no amount paid up on an Informa Share in advance of the due date for payment of that amount shall be treated as paid up on the Informa Share. Dividends may be declared or paid in any currency. The board may agree with any member that dividends which may at any time or from time to time be declared or become due on his Informa Shares in one currency shall be paid or satisfied in another, and may agree the basis of conversion to be applied and how and when the amount to be paid in the other currency shall be calculated and paid and for the Company or any other person to bear any costs involved.

(v) Dividends not to bear interest

No dividend or other monies payable by the Company on or in respect of any Informa Shares shall bear interest as against the Company unless otherwise provided by the rights attached to the Informa Shares or other agreement between the holder of that Informa Share and the Company.

(vi) Calls or debts or amounts required by law may be deducted from dividends

Calls or debts or amounts required by law may be deducted from dividends – if an Informa Share is subject to the Company's lien and the board are entitled to issue a lien enforcement notice in respect of it, they may, instead of issuing a lien enforcement notice, deduct from any dividend or other sum payable in respect of the Informa Share any sum of money which is payable to the Company to the extent the Company is entitled under the lien enforcement notice. Money so deducted must be used to pay any of the sums payable in respect of that Informa Share.

(vii) Dividends in specie

With the authority of an ordinary resolution of the Company and on the recommendation of the board, payment of any dividend may be satisfied wholly or in part by the distribution of specific assets of equivalent value (including shares or other securities of any other company).

(viii) Scrip dividends

The board may, with the authority of an ordinary resolution of the Company, allot to those Informa Shareholders who have elected to receive them further shares credited as fully paid instead of cash in respect of all or part of a dividend or dividends specified by the resolution.

(ix) Unclaimed dividends

Any dividend unclaimed for a period of 12 years after having become due for payment shall be forfeited and cease to remain owing by the Company.

(c) Return of capital

On a voluntary winding-up of the Company, the liquidator may, on obtaining any sanction required by law: (A) divide amongst the Informa Shareholders in kind the whole or any part of the assets of the Company; and (B) vest the whole or any part of the assets in trustees or such trusts for the benefit of the Informa Shareholders as the liquidator shall think fit. The liquidator may not distribute to an Informa Shareholder without his consent an asset to which there is attached a liability or potential liability.

4.2.2 Capitalisation of reserves

The board may, with the authority of an ordinary resolution of the Company: (A) resolve to capitalise any sum standing to the credit of the reserves of the Company (including share premium account, capital redemption reserve, and profit and loss account), whether or not available for distribution, which is not required for the payment of any preferential dividend; and (B) appropriate any sum which it decides to capitalise to the Informa Shareholders in the same proportions as if it had been distributed by way of dividend. Any capitalised sum may be applied in paying up Informa Shares of a nominal amount equal to the capitalised sum which is then allotted credited as fully paid to those persons entitled or as they may direct. Any capitalised sum appropriated from profits available for distribution may be applied in or towards paying up any amounts unpaid on Existing Informa Shares or in paying up new debentures of the Company which are then allotted credited as fully paid to such persons entitled, or as they may direct.

4.2.3 Transfer of Informa Shares

Informa Shares are free from any restriction on transfer. Certificated shares may be transferred by means of an instrument of transfer in writing in any usual form or other form approved by the board. The instrument of transfer shall be signed by or on behalf of the transferor and, except in the case of a fully paid share, by or on behalf of the transferee.

Subject to the Listing Rules, the board may, in its absolute discretion, refuse to register any transfer of any certificated Informa Share which is not fully paid up or on which the Company has a lien. The board may also refuse to register any instrument of transfer of a certificated Informa Share unless it is in respect of only one class of share, is in favour of a single transferee or not more than four joint transferees, is stamped (if required) and is delivered for registration at the registered office, or such other place as the board may decide, accompanied by the certificate for the shares to which it relates and such other evidence as the board may reasonably require to prove title of the intending transferor of his right to transfer the Informa Shares and due execution of the transfer.

If the board refuses to register a transfer of a certificated Informa Share it shall, as soon as practicable and in any event within two months after the date on which the instrument of transfer was lodged, return to the transferee the instrument of transfer with a notice of refusal containing reasons for the refusal.

4.2.4 Changes in capital

Subject to the provisions of the CA 2006, the Company may by special resolution:

• (i) increase its share capital;
• (ii) consolidate and divide all or any of its share capital into Informa Shares of a larger amount;
• (iii) subdivide all or part of its share capital into Informa Shares of a smaller amount;
• (iv) purchase Informa Shares, including any redeemable shares;
• (v) reduce its share capital and any capital redemption reserve or share premium account; and
• (vi) alter its share capital in any other manner permitted by the CA 2006.

4.2.5 Authority to allot securities

Subject to CA 2006 and relevant authority provided by the Company in a general meeting, the board has general and unconditional authority to allot, grant options over, or otherwise dispose of, unissued shares of the Company or rights to subscribe for or convert any security into shares, to such persons, at such times and on such terms as the board may decide, except that no share may be issued at a discount.

4.2.6 Variation of rights

Whenever the share capital of the Company is divided into different classes of shares, the rights attached to any class of shares in issue may be varied, either with the consent in writing of the holders of at least three quarters in nominal value of the issued shares of that class (excluding treasury shares) or with the sanction of a special resolution passed at a separate meeting of the holders of those shares. Any separate general meeting for the holders of a class of shares must be called and conducted as early as possible in the same way as a general meeting, except that no Informa Shareholder is entitled to notice of it or to attend unless he is a holder of shares of that class and the necessary quorum is two qualifying persons present and holding at least one third in nominal value of the issued shares of the class in question (but, at any adjourned meeting, one qualifying person holding shares of the class in question is a quorum).

4.2.7 Disclosure of interests in Informa Shares

• (a) The Company may give a disclosure notice to any person whom it knows or has reasonable cause to believe is either:
• (i) interested in Informa Shares; or
• (ii) has been so interested at any time during the three years immediately preceding the date on which the disclosure notice is issued.
• (b) The disclosure notice may require the person:
• (i) to confirm that fact or (as the case may be) to state whether or not it is the case; and
• (ii) if he holds, or has during that time held, any such interest, to give such further information as may be required.
• (c) The notice may require the person to whom it is addressed, where either:
• (i) his interest is a present interest and another interest in the same Informa Shares subsists; or
• (ii) another interest in the same Informa Shares subsisted during that three-year period at a time when his interest subsisted,

to give, so far as lies within his knowledge, such particulars with respect to that other interest as may be required by the notice, including:

• (A) the identity of persons interested in the Informa Shares in question; and
• (B) whether persons interested in the same Informa Shares are or were parties to either an agreement to acquire interests in Informa Shares, or an agreement or arrangement relating to the exercise of any rights conferred by the holding of the shares.
• (d) The notice may require the person to whom it is addressed, where his interest is a past interest, to give (so far as lies within his knowledge) particulars of the identity of the person who held that interest immediately upon his ceasing to hold it.
• (e) Failure to provide the information within 14 days from the date of service of the notice means that the holder shall not be entitled in respect of the default Informa Shares to be present or to vote (either personally, by proxy or by corporate representative) at a general or separate meeting or on a poll, and if those Informa Shares represent at least 0.25 per cent. of the issued shares of the class, a dividend or other amount payable in respect of the default Informa Shares shall be withheld by the Company and no transfer of any certificated default Informa Shares shall be registered unless the transfer is exempt. For this purpose, the board may give notice to the holder requiring the holder to change default shares held in uncertificated form to certificated form by the time stated in the notice.
• (f) The sanctions under paragraph (e) above will cease to apply seven days after the earlier of receipt by the Company of notice of an excepted transfer, but only in relation to the Informa Shares thereby transferred; and receipt by the Company, in a form satisfactory to the directors, of all the information required by the disclosure notice.
• (g) The sanctions shall not prejudice a sale of the Informa Shares on the London Stock Exchange, a sale of the whole beneficial interest in the Informa Shares to a person whom the board is satisfied is unconnected with the existing holder or with any other person appearing to be interested in the shares or a disposal of the Informa Shares by way of acceptance of a takeover offer.

4.2.8 Register of members

The register of members of the Company must be kept and maintained in England and Wales.

4.2.9 Uncertificated Informa Shares – general powers

Any Informa Share or class of Informa Shares of the Company may be issued or held on such terms, or in such a way, that title to it or them is not, or must not be, evidenced by a certificate, or it or they may or must be transferred wholly or partly without a certificate.

The Company may, by notice to the holder of an uncertificated share, require the holder to change the form of that Informa Share to certificated form within such period as may be specified in the notice.

The board may determine that holdings of the same Informa Shareholder in uncertificated form and in certificated form shall be treated as separate holdings but Informa Shares of a class held by a person in uncertificated form shall not be treated as a separate class from Informa Shares of that class held by that person in certificated form.

Any provisions in the Articles in relation to uncertificated Informa Shares have effect subject to the applicable statutory provisions.

4.2.10 Directors

• (a) Unless otherwise determined by an ordinary resolution of the Company, the number of directors of the board must not be less than two.
• (b) A director need not be an Informa Shareholder.
• (c) At each annual general meeting every director then in office shall retire from office unless appointed or reappointed at the meeting.
• (d) The board shall be paid fees not exceeding in aggregate £1,000,000 per annum (or such other sum as the Company may, by ordinary resolution, determine) as the board may decide to be divided amongst them. Such fee shall be divided amongst them in such proportion and manner as they may agree or, failing agreement, equally.
• (e) The board can grant additional remuneration (whether by way of salary, percentage of profits of otherwise) and expenses to any director who at the request of the board makes a special journey for the Company, performs any special service for the Company, or works abroad in connection with the Company's business.
• (f) A director may also be paid out of the funds of the Company any reasonable travel, hotel and other expenses properly incurred by them in performing their duties in connection with their attendance at meetings of the board, committee meetings and shareholders' meetings, or otherwise in connection with the exercise of their powers and the discharge of their responsibilities in relation to the Company.
• (g) The board may decide whether to pay or provide pensions or other retirement or superannuation benefits and death, disability or other benefits, allowances or gratuities to any person who is or has been a director of the Company, any subsidiary undertaking of the Company, any predecessor in business of the Company or of any such subsidiary undertaking, any company which is or was allied to or associated with the Company or any of its subsidiary undertakings, or the family or dependants of any such person. For that purpose, the board may establish and maintain, subscribe and contribute to any scheme trust or fund and pay premiums.
• (h) A director who is in any way, whether directly or indirectly, interested in a transaction or arrangement or a proposed transaction or arrangement with the Company must declare to the board the nature and extent of the interest or situation in accordance with

the Company articles before the Company enters into the transaction or arrangement or, if it has already done so, as soon as reasonably practicable.

• (i) Subject to CA 2006 and provided he has declared to the board the nature and extent of any direct or indirect interest of his in accordance with the articles, a director may be a party to, or otherwise be interested in, any transaction or arrangement with the Company or in which the Company is interested, may act by himself or through his firm in a professional capacity for the Company (otherwise than as auditor), or may be a director or other officer of, or employed by, a party to any transaction or arrangement with, or otherwise interested in, any company in which the Company is interested.
• (j) If any situation exists in which a director has or can have a direct or indirect interest which conflicts with or may conflict with the interests of the Company (other than in relation to transactions or arrangements with the Company), the board may, if the matter is proposed to them, authorise the director's conflicted interest so that the director is not in breach of the statutory duty owed to the Company under section 175 of the CA 2006. Any authorisation may be granted upon such terms and conditions as the board think fit, and may be terminated at any time. Any authorisation must be granted without the director in question (or any other Company director interested in the matter) counting in the quorum of the meeting or voting on the authorisation.
• (k) Subject to any conflict or possible conflict of interest being authorised and, if authorised, the terms of such authorisation, a director is under no duty to the Company with respect to any information he obtains otherwise than as a director and in respect of which he owes a duty of confidentiality to another person. A director will not be in breach of his statutory duties because he fails to disclose such information and/or does not use or apply such information in performing his duties as a director of the Company. If a director's relationship with another person has been authorised by the board and gives rise to a conflict of interest, the director in question will not be in breach of the general statutory duties owed to the Company because he absents himself from meetings discussing matters relating to the conflict or makes arrangements not to receive documents or information in relation to such matters.
• (l) A director shall not be accountable to the Company for any remuneration or other benefit which he derives from any office or employment or from any transaction or arrangement or from any interests in any other company, provided it has been authorised in accordance with paragraph (j) above or is permitted under the articles of the Company.
• (m) A director shall not vote or be counted in the quorum at a meeting in respect of any resolution concerning his own appointment (including fixing and varying its terms, or its termination), as the holder of any office or place of profit with the Company or any other company in which the Company is interested but, where proposals are under consideration concerning the appointment (including fixing or varying its terms, or its termination), of two or more directors to offices or places of profit with the Company or any company in which the Company is interested, those proposals may be divided and considered in relation to each director separately, and in such case each of the board members concerned (if not otherwise debarred from voting under the articles of the Company) shall be entitled to vote and be counted in the quorum in respect of each resolution except that concerning his own appointment or the termination of his own appointment.

• (n) A director shall not vote (or be counted in the quorum at a meeting) in relation to a resolution concerning a matter in which he has an interest which is, to his knowledge, a material interest (other than by virtue of his interest in shares or debentures or other securities of the Company). Notwithstanding the above, a director shall be entitled to vote (and be counted in the quorum) on:

• (i) the giving of any guarantee, security or indemnity in respect of money lent or obligations incurred by him or by any other person at the request of, or for the benefit of, the Company or any of its subsidiaries; or a debt or obligation of the Company or any of its subsidiaries for which he has assumed responsibility (in whole or in part and either alone or jointly with others) under a guarantee or indemnity or by the giving of security;

• (ii) the provision of funds to meet any expenditure incurred by him (i) in defending any criminal or civil proceedings, (ii) in connection with an application for relief from a liability in respect of an acquisition of shares by an innocent nominee or in connection with an application for relief from liability for negligence, default, breach of duty or breach of trust, (iii) in defending himself in an investigation by a regulatory authority or against any action proposed to be taken by a regulatory authority; or to enable him to avoid any such expenditure, subject to the terms of any such arrangement not conferring a benefit upon him not generally available to any other director;
• (iii) any issue or offer of Informa Shares, debentures or other securities of the Company or any of its subsidiaries for subscription or purchase in respect of which he is or may be entitled to participate in his capacity as holder of any such securities or as an underwriter or sub-underwriter;
• (iv) any transaction or arrangement to which the Company is a party concerning another company (including a subsidiary undertaking of the Company) in which he or any person connected with him is interested (whether as an officer, shareholder, creditor or otherwise), if he and any persons connected with him do not to his knowledge hold an interest in shares (as the term is used in sections 820 to 825 of the CA 2006) representing one per cent. or more of any class of shares in the capital of such company or the voting rights available to members;
• (v) any arrangement for the benefit of employees of the Company or any of its subsidiaries which does not accord to him any privilege or benefit not generally accorded to the employees to whom the arrangement relates; and
• (vi) the purchase or maintenance of insurance for the benefit of the board.

4.2.11 General meetings

• (a) The Company shall hold an annual general meeting in each period of six months beginning with the day following its accounting reference date. Other general meetings shall be held whenever the board thinks fit or, on the requisition of Informa Shareholders in accordance with the CA 2006, within 28 days after the date of the notice calling the general meeting. A general meeting must be called within 21 days from the date on which the board became subject to the requirement to call a general meeting.
• (b) An annual general meeting shall be called by not less than 21 clear days' notice and any other general meeting shall be called by not less than 14 clear days' written notice.
• (c) The requisite quorum for general meetings of the Company shall be two qualifying persons present at the meeting and entitled to vote on the business to be transacted.

4.2.12 Borrowing powers

The board shall restrict the borrowings of the Company and shall, so far as possible by the exercise of the Company's voting rights in and other rights or powers of control over its subsidiaries, ensure that they restrict their borrowings, so that the aggregate principal amount at any time outstanding in respect of Money Borrowed (as defined below) by the Informa Group shall not without the previous sanction of an ordinary resolution of the Company exceed a sum equal to three times the Adjusted Share Capital and Reserves (as defined below).

"Adjusted Share Capital and Reserves" means the aggregate of the amount paid up on the allotted share capital of the Company and the amount standing to the credit or debit of the consolidated reserves of the Company and its subsidiary undertakings as shown in the latest audited consolidated balance sheet of the Informa Group after making all adjustments which are, in the board's opinion, necessary or are appropriate to take account of any change in circumstance since the date of the balance sheet.

"Money Borrowed" means all monies borrowed, including: (i) the nominal amount of and premium paid in respect of any allotted share capital (not being equity share capital) of a group undertaking other than the Company not beneficially owned, directly or indirectly, by another group undertaking; (ii) any amount raised by acceptance under an acceptance credit facility; (iii) any amount raised under a note purchase facility; (iv) the amount of any liability in respect of a lease or hire purchase contract which would be treated as a finance or capital lease; (v) the amount of any liability in respect of a purchase price for assets or services the payment of which is deferred for a period of more than 90 days; and (vi) any amount raised under another transaction having the commercial effect of a borrowing.

A report by the Company's auditors as to the amount of the Adjusted Share Capital and Reserves or the amount of Money Borrowed shall be conclusive evidence of such amount or fact for the purposes of determining the applicability of any such restriction. Nevertheless, the board may at any time act in reliance on a bona fide estimate of the amount of the adjusted capital and reserves or the aggregate amount of monies borrowed.

4.2.13 Forfeiture

• (a) The Company has a lien over every share which is partly paid for any part of the nominal value and the premium which has not been paid and which is payable, whether or not a call notice has been sent in respect of it.
• (b) For any share over which the Company has a lien, the board may serve a lien enforcement notice on the Informa Shareholder requiring him to pay the sum due. If the person upon whom the notice is served fails to comply with the notice, the Company may sell the share as the board decides. The written notice must require the sum to be paid within 14 days of the notice, and must state the Company's intention to sell the share if the notice is not complied with.
• (c) The board may send a call notice to an Informa Shareholder requiring him to pay a sum due to the Company in respect of the shares held by him. If an Informa Shareholder fails to pay a call by the due date for payment, the board may issue a notice of intended forfeiture to that person. If the notice of intended forfeiture is not complied with before the date by which payment of the call is required, any Informa Share in respect of which the notice was given may be forfeited by a resolution of the board. The forfeiture shall include all dividends declared and other monies payable in respect of the forfeited Informa Share and not actually paid before the forfeiture.
• (d) Every Informa Share which is forfeited shall become the property of the Company and may be sold, reallotted or otherwise disposed of upon such terms and in such manner as the board shall decide. A person whose shares have been forfeited ceases to be a member in respect of those shares, remains liable for all sums payable by that person at the date of forfeiture, and must surrender the certificate (if any) for the shares to the Company for cancellation.

4.2.14 Notices and communications

In accordance with the CA 2006, and save as where required otherwise by the articles of the Company, the Company may use electronic forms of communication and its website as a means of sending or supplying documents or information to Informa Shareholders. A member whose registered address is not within the United Kingdom is not entitled to receive a notice, document or information from the Company unless they have provided a United Kingdom postal address or the Company is able to send the notice, document or information by electronic means.

If the Company is unable effectively to call a general meeting by notices sent by post, then subject to the CA 2006, the board may, in its absolute discretion and as an alternative to any other method of service permitted by the articles, resolve to call a general meeting by a notice advertised on its website and in at least one United Kingdom national newspaper, and by giving notice by electronic means to those Informa Shareholders to whom, in accordance with the CA 2006, the Company is able to give notice by electronic means.

A notice, document or information sent by post and addressed to a member at his or her registered address or address for service in the United Kingdom is deemed to be given to or received by the intended recipient 24 hours after it was posted if prepaid as first-class post and 48 hours after it was posted if prepaid as second-class post. A notice, document or information sent or supplied by electronic means to an address specified for the purpose by the member is deemed to have been given to or received by the intended recipient 24 hours after it was sent. A notice, document or information sent or supplied by website is deemed to have been given or received when the material was first made available on the website; or if later, when the recipient received notification of the fact that the material was available on the website.

4.2.15 Failure to disclose interests in Informa Shares

• (a) The Company may give a disclosure notice to any person whom it knows or has reasonable cause to believe is either:
• (i) interested in Informa Shares; or
• (ii) has been so interested at any time during the three years immediately preceding the date on which the disclosure notice is issued.
• (b) The disclosure notice may require the person:
• (i) to confirm such interest (per sub-paragraph (a)(i) or (a)(ii) above) or (as the case may be) to state whether or not it is the case; and
• (ii) if he or she holds, or has during that time held, any such interest, to give such further information as may be required.
• (c) The notice may require the person to whom it is addressed, where either:
• (i) his or her interest is a present interest and another interest in the same shares subsists; or
• (ii) another interest in the same shares subsisted during that three-year period at a time when his interest subsisted,

to give, so far as lies within his knowledge, such particulars with respect to that other interest as may be required by the notice, including:

• (A) the identity of persons interested in the Informa Shares in question; and

• (B) whether persons interested in the same Informa Shares are or were parties to either an agreement to acquire interests in Informa Shares, or an agreement or arrangement relating to the exercise of any rights conferred by the holding of the shares.

• (d) The notice may require the person to whom it is addressed, where his interest is a past interest, to give (so far as lies within his knowledge) particulars of the identity of the person who held that interest immediately upon his ceasing to hold it.

• (e) Failure to provide the information within 14 days from the date of service of the notice means that the holder shall not be entitled in respect of the default Informa Shares to be present or to vote (either personally, by proxy or by corporate representative) at a general or separate meeting or on a poll, and if those Informa Shares represent at least 0.25 per cent. of the issued Informa Shares of the class, a dividend or other amount payable in respect of the default shares shall be withheld by the Company and no transfer of any certificated default shares shall be registered unless the transfer is exempt. For this purpose, the Company may give notice to the holder requiring the holder to change default shares held in uncertificated form to certificated form by the time stated in the notice.
• (f) The sanctions under paragraph (e) above will cease to apply seven days after the earlier of receipt by the Company of notice of an excepted transfer, but only in relation to the shares thereby transferred; and receipt by the Company, in a form satisfactory to the directors, of all the information required by the disclosure notice.
• (g) The sanctions shall not prejudice a sale of the shares on the London Stock Exchange, a sale of the whole beneficial interest in the shares to a person whom the Company board is satisfied is unconnected with the existing holder or with any other person appearing to be interested in the shares or a disposal of the shares by way of acceptance of a takeover offer.

4.2.16 Directors' indemnities, insurance and defence expenditure

As far as the CA 2006 allows, the Company may:

• (a) indemnify any person who is or was a director or other officer of the Company (or an associated company) against any liability incurred in relation to the Company or an associated company or its/their affairs;
• (b) indemnify any person who is or was a director of the Company acting in its capacity as a trustee of an occupational pension scheme for employees (or former employees) of the Company against any liability incurred in connection with the Company's activities as trustee of the scheme;
• (c) purchase and maintain insurance against any liability for any person who is or was a director, alternate director or a secretary of the Company or of a company which is or was a subsidiary undertaking of the Company or in which the Company has or had an interest (whether direct or indirect), or trustee of a retirement benefits scheme or other trust in which a person referred to in this paragraph is or has been interested;
• (d) provide any person referred to in paragraph (a) or (b) above with funds to meet expenditure incurred or to be incurred by him in defending any criminal or civil proceedings or in connection with an application for relief (or to enable him to avoid incurring such expenditure).

5. DIRECTORS OF THE COMPANY AND OF THE ENLARGED GROUP

5.1 The Informa Directors

The Informa Directors and their current functions in the Informa Group are as follows:

Name –––––––––––––––––––––––––––––	Position –––––––––––––––––––––––––––––––––––––––––––
Derek Mapp Non-Executive Chairman
Stephen A. Carter CBE Group Chief Executive
Gareth Wright Group Finance Director
	Gareth Bullock Senior Independent Non-Executive Director
Helen Owers Non-Executive Director
Cindy Rose Non-Executive Director
Stephen Davidson Non-Executive Director
David Flaschen Non-Executive Director
John Rishton Non-Executive Director

The business address of each of the Informa Directors is 5 Howick Place, London SW1P 1WG.

5.2 Profiles of the Informa Directors

Brief biographical details of the Informa Directors are set out below.

Derek Mapp

Non-Executive Chairman

Derek is an experienced Chairman and entrepreneur who brings a wealth of commercial and governance experience within various sectors to the Group. He promotes robust debate and has fostered an open and engaged culture in the boardroom. He founded and was Managing Director of Tom Cobleigh PLC, Leapfrog Day Nurseries and Imagesound Plc.

He joined Taylor & Francis Group in 1998 as a Non-Executive Director before becoming Non-Executive Director and Senior Independent Director at Informa plc in 2005.

He has a keen interest in sports and supporting the local community and served as Chairman of the British Amateur Boxing Association for five years.

He is Non-Executive Director and Chairman at listed company, Mitie Group plc, and Non-Executive Chairman at private companies Salmon Developments Limited and 3aaa Limited (Aspire Achieve Advance), as well as being the Founder and Chairman at Imagesound Limited. He will also complete a term as Non-Executive Chairman at listed group, Huntsworth plc, when he steps down from its board in 2018 following the appointment of his successor.

Stephen A. Carter CBE

(Lord Carter)

Group Chief Executive

Stephen became Group Chief Executive in 2013, after serving as a Non-Executive Director. He has focused the Group on Growth, on building Technology and Data capability, on International and US expansion, on building a leadership position in Global Exhibitions and B2B Events, whilst investing for performance in the Group's Information and Academic businesses.

He is committed to nurturing a positive professional working culture and delivering a consistently positive operating performance with an approach based on openness, debate, agility and pace.

He has previously held senior leadership positions in a range of Media & Technology businesses, including serving as President & Managing Director EMEA at Alcatel Lucent Inc, Managing Director and COO of ntl (now Virgin Media) and CEO and Managing Director of JWT UK & Ireland.

He was the founding CEO of Ofcom, the UK's Media & Communications Regulator. He served as Chief of Strategy to Prime Minister, The Right Hon Gordon Brown and was Minister for the Media & Telecommunications industry, where he wrote and published the Digital Britain Report.

He has served on a number of company Boards, including Travis Perkins plc, 2Wire Inc. and Royal Mail plc and is currently a Non-Executive Director of United Utilities PLC and a Board member at the Department of Business Energy & Industrial Strategy (BEIS) and Chairman of The Henley Music Festival Charitable Trust.

Gareth Wright

Group Finance Director

Gareth has extensive Senior Executive experience in finance roles. He has held various roles within Informa including Deputy Finance Director and Acting Group Finance Director, having joined the company in 2009.

Prior to joining Informa he held a range of positions at National Express plc, including Head of Group Finance and Acting Group Finance Director.

He trained with Coopers & Lybrand (now part of PwC), working in the audit function from 1994 to 2001.

Gareth Bullock

Senior Independent Non-Executive Director

Gareth joined the Informa Board in 2014. He has extensive international Non-Executive and Executive experience from the banking industry and with FTSE 100 companies.

His previous roles include Group Executive Director at Standard Chartered plc where he was responsible for Africa, the Middle East, Europe and the Americas. He also has extensive Risk experience.

His other Non-Executive directorships have included Spirax-Sarco Engineering plc, Tesco plc and Fleming Family & Partners. He was a member of the board and audit committee of the British Bankers Association between 2008 and 2010. He is currently Chairman of Development Bank of Wales (formerly Finance Wales PLC) and Trustee of the British Council.

Gareth has an MA in Modern Languages from St Catharine's College, Cambridge.

Helen Owers

Non-Executive Director

Helen has extensive international Senior Executive experience within the Media sector, particularly in business information from her role as President of Global Businesses and Chief Development Officer with Thomson Reuters.

She previously worked as a media and telecoms strategy consultant at Gemini Consulting Group and in publishing at Prentice Hall.

She is a Non-Executive Director of PZ Cussons plc and Eden International Limited.

She has an MBA from IMD Business School, and a BA in Geography from the University of Liverpool.

Cindy Rose

Non-Executive Director

Cindy brings present-day operational experience to the Informa Board as well as expertise in the TMT and digital sectors.

She is currently Chief Executive Officer of Microsoft UK, having spent nearly three years as the Managing Director of Vodafone's UK Consumer division. Prior to this, Cindy was an Executive Director of Digital Entertainment at Virgin Media, and held various Senior Executive roles at The Walt Disney Company.

She has a BA in Political Science from Columbia University, and trained at New York Law School before working as an attorney in the US and the UK.

Stephen Davidson

Non-Executive Director

Stephen brings extensive media, telecommunications, corporate and financial market experience to Informa, having acted as Chief Financial Officer and Chief Executive of Telewest, Executive Chairman of Mecom Group plc and Vice-Chairman of Investment Banking at WestLB Panmure.

Over the past 15 years he has held a number of Chairman and Non-Executive positions on the boards of media, telecoms and technology companies. He is currently Chairman of Datatec Limited, Actual Experience Plc, PRS for Music Limited and is Non-Executive Director at Restore plc.

He an MA in Mathematics and Statistics from the University of Aberdeen.

David Flaschen

Non-Executive Director

David has 20 years of Senior Executive and leadership experience in the Information Services industry, particularly in the US, including roles at Thomson Financial and Dun & Bradstreet.

He has also served as a Non-Executive Director of online companies such as TripAdvisor Inc., BuyerZone.com, Maptuit, Affinity Express, OnExchange, Inc, LeadKarma, Affinnova, Survey Sampling and e-Dialog, Inc. He is currently Director and Chairman of the Audit Committee at Paychex, Inc., and has various private company board and advisory roles.

He is a frequent speaker on corporate governance and has been cited as one of 10 "Next Generation of Directors" by Corporate Board Member Magazine.

As a professional football player, he was a founding member of the Executive Committee of the North American Soccer League Players' Association.

He has an MBA in Entrepreneurial Management from the Wharton School, University of Pennsylvania, and a BA in Psychology from Brown University.

John Rishton

Non-Executive Director

John Rishton joined the Informa Board in September 2016 bringing further significant international experience to Informa. He is Chairman of the Audit Committee.

John was Chief Executive of Rolls-Royce Group plc between 2011 and 2015, having previously been Chief Executive and President of the Dutch international retailer, Royal Ahold NV and prior to that, its Chief Financial Officer. He was formerly Chief Financial Officer of British Airways plc.

John is a Non-Executive Director and Chairman of the Audit Committee at Unilever plc and Serco Group plc, and is a Director of Associated British Ports Holdings Ltd and Associated British Ports (Jersey) Ltd.

5.3 The Enlarged Group Directors

Following Completion of the Offer, the directors of the Enlarged Group will be as follows:

Name –––––––––––––––––––––––––––––	Position –––––––––––––––––––––––––––––––––––––
Derek Mapp (Chairman)
Greg Lock (Deputy Chairman)
Stephen A. Carter CBE (Chief Executive)
Gareth Wright (Group Finance Director)
	Gareth Bullock Senior Independent Non-Executive Director
Helen Owers Non-Executive Director
Cindy Rose Non-Executive Director
Stephen Davidson Non-Executive Director
David Flaschen Non-Executive Director
John Rishton Non-Executive Director
Mary McDowell Non-Executive Director
David Wei Non-Executive Director

Derek Mapp, Stephen A. Carter CBE, Gareth Wright, Gareth Bullock, Helen Owers, Cindy Rose, Stephen Davidson, David Flaschen and John Rishton will continue to serve as members of the board of the Enlarged Group following Completion. The remainder of the board of the Enlarged Group will be comprised of the Proposed Directors, as set out below.

Greg Lock

Deputy Chairman

Greg Lock joined the UBM Board in February 2010 bringing more than 38 years' experience in the technology, software and computer services industries.

In a 30-year career at IBM, Greg held a wide range of senior roles including as a member of IBM's Worldwide Management Council and Governor of the IBM Academy of Technology. As Global General Manager, Industrial sector, he had worldwide responsibility for IBM's business with companies in the Automotive, Aerospace, Electronics, Chemical, Petroleum and other manufacturing industries. During his career at IBM he lived and worked in the United States, France, Germany and the UK. Greg is Chairman of Computacenter plc, the IT services business, and was previously Chairman of Kofax plc, the leading provider of document-driven business process automation solutions. He also spent four years as Chairman of technology company SurfControl Plc. Greg is also a director of the Lock's Common Company (a not for profit company set up to promote the interests of Royal Porthcawl Golf Club), a member of the development board and Fellow of Churchill College Cambridge, and a trustee of the Greg and Rosie Lock Foundation Charitable Trust.

Mary McDowell

Non-Executive Director

Mary McDowell joined the UBM Board in August 2014. Mary has a strong background as a technology industry executive and has led global multi-billion dollar businesses in the mobile, consumer, and enterprise sectors. She has a proven track record for sustaining strong financial performance, leading scalable technology innovation, and creating winning product families.

Mary was appointed Chief Executive Officer of Polycom, Inc. and named a member of Polycom's board of directors in September 2016. She had previously been an executive partner at Siris Capital Group, which acquired Polycom in 2016. In addition, Mary sits on the board of Autodesk, Inc.

Mary is a former Executive Vice President and General Manager at Nokia where she led the global P&L for their mobile phones division, their largest and most profitable business. She has also served as Nokia's Chief Development Officer and as EVP & GM of their Enterprise Solutions. Previously, she held senior executive roles at Hewlett-Packard and Compaq Computer Corporation.

Mary holds a bachelor's degree in computer science from the University of Illinois Urbana College of Engineering. She is the recipient of the distinguished alumni award and is on the Board of Visitors for the UIUC College of Engineering.

David Wei

Non-Executive Director

David Wei joined the UBM Board in November 2016. David is Chairman and Founding Partner of Vision Knight Capital, a private equity fund focused on investments in internet, e-commerce and B2B services empowered by technology in China.

David has extensive experience in investment and management of operations in China and has held non-executive directorships at HSBC Bank China and the China Advisory Board of IMI plc. Prior to founding Vision Knight Capital, David was CEO of the global leading e-commerce company Alibaba.com Limited, leading its listing on the Hong Kong Stock Exchange in 2007. David also held a number of senior positions at Kingfisher PLC, and was most notably CEO of B&Q China, which under his leadership grew to become China's largest home improvement retailer. David was also Head of Investment Banking for Orient Securities Co, and Corporate Finance Manager at Coopers & Lybrand (now Pricewaterhouse Coopers).

5.4 Other directorships

In addition to their directorships or managerial roles at Informa, the Informa Directors hold or have held directorships of the following companies (other than directorships of subsidiaries of Informa), and are or were members of the following partnerships, within the past five years.

Name	Current Directorships/Partnerships	Position still held (Y/N)
–––––––––––––––––– Derek Mapp	–––––––––––––––––––––––––––––––––––––––––– 3aaa – Aspire Achieve Advance Limited	–––––––––––––– Y
	IMS Midco Limited	Y
	IMS Bidco Limited	Y
	IMS Topco Limited	Y
	Future Life Limited	N
	Future Life Group Limited	N
	Mapp Kitchens & Ale Limited	Y
	T.S.C. Music Systems Limited	Y
	Musicstyling.com Limited	Y
	Ideal Music Communications Limited	Y
	Mitie Group plc	Y
	Muzak (UK) Limited	Y
	Ideal Music Media Limited	Y
	Rolec Limited	Y
	Huntsworth PLC	Y
	Aspire Achieve Advance Limited	Y
	Wilson and Mapp Limited	Y
	Concentia Capital Limited	Y
	Rojano's (Padstow) Limited	Y
	Salmon Harvester Properties Limited	N
	Salmon Developments Limited	Y
	Owen Film Partnership LLP	Y
	The Invicta Film Partnership No.23, LLP	Y
	No. 6 (Padstow) Limited	Y
	Imagesound Limited	Y
	The Invicta Film Partnership, LLP	Y
	Imagesound Retail Music and Media Limited	Y
	Mapp Developments Limited	Y

		Position still
Name ––––––––––––––––––	Current Directorships/Partnerships ––––––––––––––––––––––––––––––––––––––––––	held (Y/N) ––––––––––––––
	British Amateur Boxing Association Limited	N
	England Boxing Limited	N
Stephen A. Carter CBE	United Utilities Group PLC	Y
	United Utilities Water Limited	Y
	Henley Festival Limited	Y
	Royal Shakespeare Company	N
	Department of Business, Energy & Industrial Strategy	Y
Gareth Bullock	Development Bank of Wales Public Limited Company	Y
	Good Governance Group (G3)	N
	Lambton Investment Fund LLP	Y
	BC Holdings (United Kingdom) Limited	N
	Tesco Personal Finance Group Limited	N
	Tesco Personal Finance PLC	N
	Tesco PLC	N
	Spirax-Sarco Engineering PLC
Helen Owers	Catalysis Associates Ltd	Y
	PZ Cussons PLC	Y
	Eden International Limited	Y
	Gowling WLG (UK) LLP	N
Cindy Rose	Microsoft Limited	Y
	Talkmobile Limited	N
	Microsoft Properties UK Limited	Y
	MSFT MCIO Limited	Y
	Communal Land Management Company Limited	Y
	Microsoft System Marketing Limited	Y
Stephen Davidson	Performing Right Society, Limited	Y
	PRS For Music Limited	Y
	Actual Experience PLC	Y
	Restore PLC	Y
	Datatec PLC	Y
	Jaywing PLC	N
	EBT Mobile China Limited	N
	Inmarsat PLC	Y
	Mecom Group Limited	N
	ETV Media Group Limited	N
David Flaschen	Paychex, Inc	Y
	Tap Quality, LLC	Y
	Regrub, LLC	Y
	LeadKarma	N
John Rishton	ABPA Holdings Limited	Y
	Associated British Ports Holdings Limited	Y
	ABP (Jersey) Limited	Y
	Unilever PLC	Y
	Rolls-Royce Holdings PLC	N
	Rolls-Royce PLC	N
	Rolls-Royce Group PLC	N
	Serco Group PLC	Y

5.5 Directors' confirmations

Within the period of five years preceding the date of this document, none of the Informa Directors:

• (a) has any convictions in relation to fraudulent offences;
• (b) has been a director or senior manager (who is relevant to establishing that a company has the appropriate expertise and experience for the management of that company) of any company at the time of any bankruptcy, receivership or liquidation of such company; or
• (c) has received any official public incrimination and/or sanction by any statutory or regulatory authorities (including designated professional bodies) or has been disqualified by a court from acting as a director of a company or from acting in the management or conduct of the affairs of a company.

None of the Informa Directors has any potential conflicts of interests between their duties to the Company and their private interests or other duties.

6. DIRECTORS' SHAREHOLDINGS

• 6.1 The interests (including any interests held through the SIPs and the Global ShareMatch) of the Informa Directors, the Proposed Directors and their immediate families in the share capital of the Company (all of which are beneficial unless stated otherwise):
• (a) which have been, or will be required to be, notified to the Company pursuant to the Disclosure Guidance and Transparency Rules and Regulation (EU) No 596/2014 on market abuse; or
• (b) being interests of a person connected (within the meaning of section 252 of CA 2006) with an Informa Director which would, if such connected person were an Informa Director, be required to be disclosed under paragraph (a) above and the existence of which was known to or could, with reasonable diligence, be ascertained by the Informa Director,

were, as at the Last Practicable Date, and are expected to be immediately following the issue of the New Informa Shares, as follows:

	Number of ordinary shares ––––––––––––––––	Per cent. of existing issued share capital(2) –––––––––––––––	Number of Informa Shares following the issue of New Informa Shares –––––––––––––––	Per cent. of existing issued share capital following the issue of New Informa Shares ––––––––––––––
		(per cent.)		(per cent.)
Stephen A. Carter CBE	103,166(1)	0.013	103,166(1)	0.0082
Gareth Wright	18,237(1)	0.002	18,237(1)	0.0015
Derek Mapp	128,594	0.016	128,594	0.0102
Gareth Bullock	12,859	0.002	12,859	0.0010
Cindy Rose	4,375	0.001	4,375	0.0003
Helen Owers	3,767	0.0004	3,767	0.0003
Stephen Davidson	3,350	0.0004	3,350	0.0003
David Flaschen	3,500 ADRs(3)	0.001	3,500 ADRs(3)	0.0006
John Rishton	8,681	0.001	8,681	0.0007
Greg Lock	0	0	35,523	0.0028
Mary McDowell	0	0	5,337	0.0004
David Wei	0	0	1,308	0.0001

Notes:

(3) David Flaschen's holding of 3,500 ADRs is equivalent to 7,000 ordinary shares (0.001 per cent. of the Existing Informa Shares).

⁽¹⁾ This includes the Informa Shares held in the SIPs made up of Informa Shares purchased by the Executive Directors, Informa Shares 'matched' by the Company and dividend Informa Shares. Matching Informa Shares and dividend Informa Shares are held in trust for a holding period of three years from the date of the award.

⁽²⁾ Assumes that no further Informa Shares other than the New Informa Shares are issued from the date of this document until closing of the Offer.

6.2 As at the Last Practicable Date, the Informa Directors held options and awards over Informa Shares under the Employee Share Plans (excluding Informa Shares held in the SIPs and Global ShareMatch) as follows:

Name of Informa Director ––––––––––––––––––––––––––––––	Date of grant	Plan	Number of Informa Shares(1)(2) –––––––––––––––– ––––––––– –––––––––––––––	Total exercise price (if any)	End of performance Period/Vesting Date –––––––– –––––––––––––––––––
Stephen A. Carter CBE	08.09.2014	LTIP	263,755	Nil	31.12.2016
	12.02.2015	LTIP	332,832	Nil	31.12.2017
	17.03.2016	LTIP	255,400	Nil	31.12.2018
	17.03.2016	DSBP	6,016	£1	17.03.2019
	15.03.2017	LTIP	253,345	Nil	31.12.2019
	02.03.2018	DSBP	28,039	£1	02.03.2021
Gareth Wright.	08.09.2014	LTIP	112,521	Nil	31.12.2016
	12.02.2015	LTIP	141,634	Nil	31.12.2017
	17.03.2016	LTIP	109,218	Nil	31.12.2018
	17.03.2016	DSBP	3,413	£1	17.03.2019
	15.03.2017	LTIP	108,341	Nil	31.12.2019
	02.03.2018	DSBP	15,987	£1	02.03.2021

Notes:

(1) These figures do not include dividend equivalent shares.

(2) The options granted in 2014 became exercisable in September 2017 and those granted in 2015 became exercisable in February 2018 but neither have been exercised by either Director.

6.3 Save as set out in this Part XI (Additional Information), following the issue of New Informa Shares no Informa Director or Proposed Director will have any interest in the share capital of the Company or any of its subsidiaries.

7. REMUNERATION DETAILS, DIRECTORS' SERVICE AGREEMENTS AND LETTERS OF APPOINTMENT

7.1 Remuneration of Informa Directors

In the financial year ended 31 December 2017 the aggregate total remuneration paid (including contingent or deferred compensation) and the benefits in kind granted (under any description whatsoever) to the Informa Directors by members of the Informa Group was £7,095,202.

Name of	Fees/Base				Long-term
Informa	Salary	Bonus1	Pension	Benefits2	incentives3	Other	Total
Director	(£)	(£)	(£)	(£)	(£)	(£)	(£)
–––––––––––––––––––––– Stephen A. Carter CBE	––––––––– 825,271	––––––––– 1,020,035	––––––––– 206,316	––––––––– 57,574	––––––––– 2,169,729	––––––––– –	––––––––– 4,278,925
Gareth Wright	470,559	581,611	117,636	16,475	923,273	–	2,109,554
Derek Mapp	269,256	–	–	4,855	–	–	274,111
Gareth Bullock	74,325	–	–	2,935	–	–	77,260
Helen Owers	64,009	–	–	5,238	–	–	69,247
Cindy Rose	64,009	–	–	0	–	–	64,009
Stephen Davidson	74,325	–	–	1,717	–	–	76,042
David Flaschen	64,009	–	–	8,210	–	–	72,219
John Rishton	72,205	–	–	1,630	–	–	73,835

Remuneration was paid to Informa Directors as follows:

Notes:

1 The annual bonus for Executive Directors for 2017 was payable partly in cash and partly deferred into shares under the DSBP.

• 2 Taxable benefits for Executive Directors include company car allowance, expenses incurred for accompanied attendance at certain corporate events, professional advice, family private health insurance, family dental insurance, accident insurance, and permanent health insurance cover. Taxable benefits for Non-Executive Directors relate to the reimbursement of taxable relevant travel and accommodation expenses for attending board meetings and includes tax which is settled by the Company.
• 3 The 2015 LTIP award is valued based on the average share price taken over a three-month period from 1 October to 31 December 2017 and the quantum of shares vesting (82.98 per cent. of the original award). Performance period covered the financial years 2015, 2016 and 2017.

In the financial year ended 31 December 2017 the total amount set aside or accrued by the Informa Group to provide pension, retirement or other benefits to the Informa Directors, not including amounts set out in the table above, was nil.

7.2 Service agreements and letters of appointment

Each of the Non-Executive Directors has specific terms of appointment.

The dates of the Informa Directors' original contracts are shown in the table below. The current contracts, which include details of remuneration, are available for inspection at the Company's registered office. The Executive Directors' contracts have a 12-month notice period by either party and the Non-Executive Directors' letters of appointment are terminable by either party on three months' notice.

Name ––––––––––––––––––––––	Position ––––––––––––––––––––––––––––––	Date of Commencement ––––––––––––––––––––––
Derek Mapp	Non-Executive Chairman	17 March 2008
Stephen A. Carter CBE	Group Chief Executive	1 September 2013(1)
Gareth Wright	Group Finance Director	9 July 2014
Gareth Bullock	Senior Independent Non-Executive Director	1 January 2014
Helen Owers	Non-Executive Director	1 January 2014
Cindy Rose	Non-Executive Director	1 March 2013
Stephen Davidson	Non-Executive Director	1 September 2015
David Flaschen	Non-Executive Director	1 September 2015
John Rishton	Non-Executive Director	1 September 2016

(1) Stephen A. Carter CBE was appointed as CEO-Designate on 1 September 2013 and became Group Chief Executive on 1 January 2014.

It is intended that each of the Proposed Directors will enter into a letter of appointment on terms substantially similar to those of the existing Non-Executive Directors.

Save as set out in this Part XI (Additional Information), there are no existing or proposed service agreements between any Informa Director and any member of the Informa Group providing for benefits upon termination of employment.

8. SIGNIFICANT SHAREHOLDINGS

8.1 As at the Last Practicable Date, the Company had been notified that the following persons (other than the Informa Directors) hold directly or indirectly three per cent. or more of the Company's voting rights of the Company which are notifiable under the Disclosure Guidance and Transparency Rules or will do so immediately following the issue of New Informa Shares:

Name ––––––––––––––––––––––––––	Number of Informa Shares as at the Last Practicable Date –––––––––––	Per cent. of existing issued share capital as at the Last Practicable Date –––––––––––	Number of Informa Shares following the issue of New Informa Shares –––––––––––	Per cent. of issued share capital following the issue of New Informa Share –––––––––––
	(per cent.)		(per cent.)
Newton Investment Management	42,533,245	5.2	63,272,422	5.0
Lazard Asset Management	44,709,789	5.4	44,709,789	3.6
FMR LLC	37,786,343	4.6	37,786,343	3.0
Janus Henderson Investors	Not disclosed	Below 5	Not disclosed	Below 5
BlackRock	Not disclosed	Below 5	Not disclosed	Below 5
Artemis Investment Management	34,211,315	4.2	34,211,315	2.7
Invesco	32,885,072	4.0	32,885,072	2.6
Bestinver Asset Management	32,409,890	3.9	32,409,890	2.6

Note: Assumes no sale or purchase of any Informa Shares held by such shareholders between the Last Practicable Date and Completion.

Save as set out in this paragraph 8.1, the Company is not aware of any person who holds, or who will, immediately following the Admission, hold, as shareholder (within the meaning of the Disclosure Guidance and Transparency Rules published by the FCA), directly or indirectly, three per cent. or more of the voting rights of the Company.

• 8.2 None of the Informa Shareholders referred to in paragraph 8.1 above has different voting rights from any other holder of Informa Shares in respect of any Informa Shares held by them.
• 8.3 Save as set out in this Part XI (Additional Information), the Company is not aware of any person who, immediately following the Admission, directly or indirectly, jointly or severally, will own or could exercise control over the Company.

9. CORPORATE GOVERNANCE

The UK Corporate Governance Code recommends that at least half the members of the board of directors (excluding the chairman) of a public limited company incorporated in England and Wales should be independent in character and judgement and free from relationships or circumstances which are likely to affect, or could appear to affect, their judgement.

The UK Corporate Governance Code also recommends that the Informa Board should appoint one of the independent Non-Executive Directors as senior independent director and Gareth Bullock has been appointed to fill this role. The senior independent director should be available to shareholders if they have concerns which contact through the normal channels of chairman, chief executive or finance director has failed to resolve or for which contact is inappropriate.

Currently, the Informa Board is composed of nine members, consisting of the Chairman, two Executive Directors and six Non-Executive Directors, all of whom are independent. Accordingly, no individual or group of individuals dominates the Informa Board's decision-making.

The Chairman's role is to ensure good corporate governance. His responsibilities include leading the Informa Board, ensuring the effectiveness of the Informa Board in all aspects of its role, ensuring effective communication with shareholders, setting the Informa Board's agenda and ensuring that all Informa Directors are encouraged to participate fully in the activities and decision-making process of the Informa Board.

Accordingly, as at 31 December 2017 (being the end of the Informa Group's last financial year), the Company was in full compliance with the provisions of the UK Corporate Governance Code that at least half of the Informa Board (excluding the Chairman) should comprise independent Non-Executive Directors.

To comply with the UK Corporate Governance Code, the Informa Board has established Nomination, Remuneration and Audit Committees, with formally delegated duties and responsibilities with written terms of reference. From time to time, separate committees may be set up by the Informa Board to consider specific issues when the need arises.

Nomination Committee

The Nomination Committee assists the Informa Board in discharging its responsibilities relating to the composition and make-up of the Informa Board. The Nomination Committee is responsible for evaluating the balance of skills, knowledge and experience on the Informa Board, the size, structure and composition of the Informa Board, retirements and appointments of additional and replacement directors and will make appropriate recommendations to the Informa Board on such matters.

The UK Corporate Governance Code provides that a majority of the members of the Nomination Committee should be independent Non-Executive Directors.

The Company's Nomination Committee is composed of three members, all of whom are independent Non-Executive Directors (namely Derek Mapp, Gareth Bullock and Cindy Rose). The chairman of the Nomination Committee is Derek Mapp. The Company therefore considers that it complies with the UK Corporate Governance Code recommendations regarding the composition of the Nomination Committee.

The Nomination Committee meets formally at least once a year and otherwise as required.

Remuneration Committee

The Remuneration Committee assists the Informa Board in determining its responsibilities in relation to remuneration, including making recommendations to the Informa Board on the Company's policy on executive remuneration, determining the individual remuneration and benefits package of each of the Executive Directors and recommending and monitoring the remuneration of senior management below Informa Board level.

The UK Corporate Governance Code provides that the Remuneration Committee should consist of at least three members who are all independent Non-Executive Directors. In addition, the Chairman of the Company may be a member of, but not chair, the Committee if he/she was considered independent on appointment as Chairman.

The membership of the Company's Remuneration Committee comprises three Non-Executive Directors (namely Stephen Davidson, Helen Owers and Gareth Bullock). The chairman of the Remuneration Committee is Stephen Davidson. The Company therefore considers that it complies with the UK Corporate Governance Code recommendations regarding the composition of the Remuneration Committee.

The Remuneration Committee meets formally at least twice a year and otherwise as required.

Audit Committee

The Audit Committee assists the Informa Board in discharging its responsibilities with regard to financial reporting, external and internal audits and controls, including reviewing the Company's annual financial statements, reviewing and monitoring the extent of the non-audit work undertaken by external auditors, advising on the appointment of external auditors and reviewing the effectiveness of the Company's internal audit activities, internal controls and risk management systems. The ultimate responsibility for reviewing and approving the annual report and accounts and the half-yearly reports remains with the Informa Board.

The UK Corporate Governance Code recommends that the audit committee should comprise at least three members, who should all be independent Non-Executive Directors, and that at least one member should have recent and relevant financial experience.

The membership of the Company's Audit Committee comprises four independent Non-Executive Directors (namely John Rishton, David Flaschen, Gareth Bullock and Cindy Rose). John Rishton is considered by the Informa Board to have recent and relevant financial experience. The chairman of the Audit Committee is John Rishton. The Company therefore considers that it complies with the UK Corporate Governance Code recommendations regarding the composition of the Audit Committee.

The Audit Committee meets formally at least three times a year and otherwise as required.

10. SIGNIFICANT SUBSIDIARIES

10.1 Informa

The Company is the holding company of the Informa Group, the principal activities of which are business intelligence, academic publishing and carrying out business in the knowledge and events sector.

The Company has the following significant subsidiary undertakings (each of which is considered by the Company to be likely to have a significant effect on the assessment of its assets and liabilities, financial position or the profits and losses):

Company	Country of registration and incorporation	Principal activity	Ordinary shares held
–––––––––––––––––––––––––––––––––––––––––––– IIR Pty Limited	–––––––––––––––––– Australia	––––––––––––––––––– Events	–––––––––––––– 100%
Informa Australia Pty Limited	Australia	Holding company	100%
Datamonitor Pty Limited	Australia	Business Information	100%
Ovum Pty Limited	Australia	Business Information	100%
Informa Trade Events Pty Limited	Australia	Events	100%
Informa Fashion Pty Limited	Australia	Events	100%
Agra CEAS Consulting – Bureau Européen de
Recherches S.A.	Belgium	Business Information	82%
Informa Middle East Limited	Bermuda	Events	100%
The Superyacht Cup Limited (in liquidation)	Bermuda	Dormant	100%
IIR Informa Seminarios Ltda	Brazil	Events	100%
Informa Economics FNP Consultoria Ltda	Brazil	Business Information	100%
BTS Informa Feiras, Eventos e Editora Ltda	Brazil	Events	100%
Brasil Design Show – Eventos, Midias, Consultorias,
Treinamentos e Participacoes Ltda	Brazil	Events	55%
Informa Canada Inc.	Canada	Events	100%

Country of
	registration and		Ordinary
Company ––––––––––––––––––––––––––––––––––––––––––––	incorporation ––––––––––––––––––	Principal activity –––––––––––––––––––	shares held ––––––––––––––
Light Reading Canada, Inc.	Canada	Business Information	100%
Chengdu Wiener Meibo Exhibitions Co., Ltd.	China	Events	60%
Guangzhou Informa Yi Fan Exhibitions Co., Ltd.	China	Events	60%
Informa Enterprise Management (Shanghai) Co., Ltd.	China	Events	100%
Informa Exhibitions (Beijing) Co., Ltd.	China	Events	100%
Informa Tianyi Exhibitions (Chengdu) Co., Ltd.	China	Events	60%
Shanghai Baiwen Exhibitions Co., Ltd.	China	Events	85%
Shanghai Meisheng Culture Broadcasting Co., Ltd.	China	Events	85%
Shanghai Yingye Exhibitions Co., Ltd.	China	Events	60%
Informa Egypt LLC New AG International SARL	Egypt France	Events Events	100% 100%
EuroMediCom SAS	France	Events	100%
International Trade Exhibition Company France SAS	France	Events	100%
ITEC EDITION Sarl	France	Holding company	100%
Eurovir SAS	France	Business Information	100%
Informa European Financial Shared Service Centre GmbH	Germany	Financial management	100%
Informa Holding Germany GmbH	Germany	Holding company	100%
F.O. Licht Zuckerwirtschaflicher Verlag und
Marktforschung GmbH	Germany	Business Information	100%
EBD Group GmbH	Germany	Events	100%
Informa Limited	Hong Kong	Business Information	100%
Informa Global Markets (Hong Kong) Limited	Hong Kong	Business Information	100%
Datamonitor Publications (HK) Limited	Hong Kong	Business Information	100%
Penton Media Asia Limited	Hong Kong	Business Information	100%
Taylor & Francis Books India Pvt Limited	India	Publishing	100%
NND Biomedical Data Systems Private Limited	India	Business Information	100%
Colwiz Limited	Ireland	Publishing	100%
Informa Global Markets (Japan) Limited	Japan	Business Information	100%
Informa Switzerland Limited	Jersey	Holding company	100%
Informa Monaco SAM	Monaco	Holding company	100%
Monaco Yacht Show SAM	Monaco	Events	100%
Informa Europe BV	Netherlands	Holding company	100%
Lesbistes BV	Netherlands	Holding company	100%
IIR South Africa BV	Netherlands	Events	100%
Dove Medical Press (NZ) Limited	New Zealand		100%
Informa Healthcare AS	Norway	Publishing	100%
Colwiz Pakistan (Private) Limited	Pakistan	Publishing	100%
IIR Exhibitions Philippines Inc	Philippines	Events	100%
Informa Saudi Arabia LLC	Saudi Arabia	Dormant	100%
Informa Exhibitions Pte Limited	Singapore	Events	100%
IBC Asia (S) Pte Limited	Singapore	Publishing	100%
Informa Global Markets (Singapore) Private Limited	Singapore	Events	100%
Taylor & Francis (S) Pte Limited	Singapore	Publishing	100%
Marketworks Datamonitor (Pty) Limited	South Africa	Intellectual property
		management company	100%
IIR Espana S.L.	Spain	Holding company	100%
Co-Action Publishing AB	Sweden	Publishing	100%
Taylor & Francis AB	Sweden	Publishing	100%
Informa Finance GmbH Informa IP GmbH	Switzerland Switzerland	Financial management Intellectual property	100%
		management company	100%
EBD GmbH	Switzerland	Events	100%
Informa Middle East Media FZ LLC	United Arab Emirates	Events	100%
Afterhurst Limited	UK	Publishing	100%
Agra CEAS Consulting Limited	UK	Business Information	82%
Agra Informa Limited	UK	Holding company	100%
Ashgate Publishing Limited	UK	Events	100%
Brick Shows Limited	UK	Events	100%
Design Junction Limited	UK	Events	90%
e-Health Media Limited	UK	Events	100%
Informa US Holdings Limited	UK	Holding company	100%
Informa Finance UK Limited	UK	Financial management	100%
Informa Finance USA Limited	UK	Financial management	100%
Informa Investment Plan Trustees Limited	UK	Trustee company	100%
Cogent OA Limited	UK	Publishing	100%
Colwiz UK Limited	UK	Publishing	100%
Dove Medical Press Limited	UK	Publishing	100%

	registration and		Ordinary
Company ––––––––––––––––––––––––––––––––––––––––––––	incorporation ––––––––––––––––––	Principal activity –––––––––––––––––––	shares held ––––––––––––––
Futurum Media Limited	UK	Business Information	100%
H. Karnac (Books) Limited	UK	Publishing	100%
Karnac Books Limited	UK	Publishing	100%
James Dudley International Limited	UK	Business Information	100%
Mapa International Limited	UK	Business Information	100%
MRO Exhibitions Limited	UK	Business Information	100%
MRO Network Limited	UK	Business Information	100%
OTC Publications Limited	UK	Business Information	100%
Penton Communications Europe Limited	UK	Business Information	100%
TU-Automotive Limited	UK	Business Information	100%
TU-Automotive Holdings Limited	UK	Business Information	100%
Psychology Press New Co Limited	UK	Publishing	100%
eBenchmarkers Limited	UK	Business Information	100%
Taylor & Francis Group Limited	UK	Publishing	100%
Informa Group Holdings Limited	UK	Holding company	100%
Taylor & Francis Publishing Services Limited	UK	Publishing	100%
IIR Exhibitions Limited	UK	Events	100%
IIR Management Limited	UK	Holding company	100%
Informa Overseas Investments Limited	UK	Holding company	100%
Datamonitor Limited	UK	Business Information	100%
Routledge Books Limited	UK	Publishing	100%
Informa UK Limited	UK	Publishing	100%
Taylor & Francis Books Limited	UK	Publishing	100%
Taylor & Francis Limited	UK	Publishing	100%
Informa Six Limited	UK	Holding company	100%
Informa Three Limited	UK	Holding company	100%
LLP Limited	UK	Holding company	100%
IIR (U.K. Holdings) Limited	UK	Holding company	100%
Informa Final Salary Pensions Trustee Company Limited	UK	Trustee company	100%
Informa Global Markets (Europe) Limited	UK	Business Information	100%
Informa Holdings Limited	UK	Holding company	100%
Informa Group PLC	UK	Holding company	100%
Informa Quest Limited	UK	Dormant	100%
I.I.R. Limited	UK	Events	100%
IBC (Ten) Limited	UK	Holding company	100%
IBC (Twelve) Limited	UK	Holding company	100%
IBC Fourteen Limited	UK	Holding company	100%
Light Reading UK Limited	UK	Business Information	100%
Duke Investments, Inc.	US	Business Information	100%
Farm Progress Limited	US	Business Intelligence	100%
Farm Progress/VX, LLC	US	Business Intelligence	100%
Fort Lauderdale Convention Services, Inc.	US	Events	100%
Internet World Media, Inc.	US	Business Intelligence	100%
Informa Academic And Business, LLC	US	Business Information	100%
Informa Business Media Holdings, Inc.	US	Business Intelligence	100%
Informa Business Media, Inc.	US	Business Intelligence	100%
Informa Data Sources, Inc.	US	Business Intelligence	100%
Knect365 US, Inc.	US	Events	100%
Informa Support Services, Inc.	US	Support services	100%
Informa Business Intelligence, Inc.	US	Business Information	100%
Informa Pop Culture Events, Inc.	US	Events	100%
Informa Exhibitions, LLC	US	Events	100%
Informa Exhibitions Holding Corp.	US	Events	100%
Informa Exhibitions US Construction & Real Estate, Inc.	US	Events	100%
Informa Global Sales, Inc.	US	Domestic international
		sales corporation	100%
Informa Marine Holdings, Inc.	US	Events	100%
Informa Media, Inc.	US	Business Intelligence	100%
Informa Operating Holdings, Inc.	US	Business Intelligence	100%
Ovum, Inc.	US	Business Information	100%
Informa Export, Inc.	US	Domestic international
		sales corporation	100%
Informa Life Sciences Exhibitions, Inc.	US	Events	100%
Informa USA, Inc.	US	Holding company	100%
Skipta, LLC	US	Business Information	100%

Company	Country of registration and incorporation	Principal activity	Ordinary shares held
–––––––––––––––––––––––––––––––––––––––––––– Southern Convention Services, Inc.	–––––––––––––––––– US	––––––––––––––––––– Events	–––––––––––––– 100%
Spotlight Financial, Inc.	US	Business Intelligence	100%
Trimtrabs Investment Research, Inc.	US	Business Intelligence	100%
Taylor & Francis Group, LLC	US	Publishing	100%
Yachting Promotions, Inc.	US	Events	100%

10.2 UBM

UBM is the holding company of an international group of companies.

The following is a list of the principal subsidiaries of UBM (each of which is considered by UBM to be likely to have a significant effect on the assessment of the assets, liabilities, the financial position and/or the profits and losses of the UBM Group):

Company	Country of registration and incorporation	Principal activity	Ordinary shares held
––––––––––––––––––––––––––– UBM Finance Sarl	––––––––––––––––––––––––– Luxembourg	–––––––––––––––––––––––––––– Group Financing Company	––––––––––––––––––– 100%
UBM (UK) Limited	England and Wales	Events and Marketing Services	100%
UBM LLC	US	Events and Marketing Services	100%
Advanstar Communications, Inc.	US	Events and Marketing Services	100%
ENK International LLC	US	Events and Marketing Services	100%
UBM Asia Limited	Hong Kong	Events and Marketing Services	100%
UBMi B.V.	Netherlands	Events and Marketing Services	100%
UBM Canon LLC	US	Events and Marketing Services	100%
UBM Investments, Inc.	US	Group Management and Operations	100%
United Finance Limited	England and Wales	Group Financing Company	100%
UBMG Limited	England and Wales	Group Management and Operations	100%
Shanghai UBM SinoExpo International
Exhibitions Company Limited	China	Events and Marketing Services	70%

11. COLLEAGUES

11.1 For the year ended 31 December 2017, the Company had on average 7,539 colleagues.

The average number of persons employed by the Informa Group for the three years ended 31 December 2015, 2016 and 2017 is set out below:

Analysed below is the monthly average number of colleagues employed by the Informa Group for the three years ended 31 December 2015, 2016 and 2017. This is organised by business segment, or operating division, where Global Support colleagues are proportionally allocated across segments.

As at
As at 31 December 2017	31 December 2016 (Restated)	As at 31 December 2015 ––––––––––––
1,519	1,016	878
2,137	2,079	2,062
2,549	2,111	2,093
1,334	1,353	1,537 ––––––––––––
7,539 –––––––––––– ––––––––––––	6,559 –––––––––––– ––––––––––––	6,570 –––––––––––– ––––––––––––
	–––––––––––– ––––––––––––	–––––––––––– ––––––––––––

12. EMPLOYEE SHARE PLANS

A summary of the key terms of the Employee Share Plans is set out below:

12.1 DSBP

(a) General

The DSBP was adopted by the Informa Board on 13 May 2014.

(b) Eligibility

Any colleague or full-time Informa Director of any member of the Informa Group is eligible to participate but Non-Executive Directors are not eligible to participate.

(c) Awards under the DSBP

The part (if any) of an eligible colleague's annual cash bonus which exceeds 100 per cent. of his salary is deferred into an award over Informa Shares. An award may take one of three forms:

• (i) an "Allocation", meaning a conditional award of a specified number of Informa Shares;
• (ii) an "Option" to acquire a specified number of Informa Shares with a total exercise price of £1; or
• (iii) a "Restricted Share Award", meaning an allotment or transfer of a specified number of Informa Shares to a participant at a purchase or subscription price (if any) determined by the Remuneration Committee provided that it is not less than the nominal value of an Informa Share. Restricted shares are beneficially owned by the participant from the date of allotment or transfer but subject to restrictions determined by the Remuneration Committee, for example in relation to forfeiture or sale.

No payment is required for the grant of an award.

(d) Timing of grant

Awards may normally only be granted within 42 days after the announcement of Informa's results for any period. Awards may also be granted at any other time at which the Remuneration Committee determines that there are circumstances which justify the grant of an award. No award may be granted later than 13 May 2024.

Awards may be satisfied by the transfer of Existing Informa Shares but not by the issue of Informa Shares or the transfer of Informa Shares held in treasury.

(e) Vesting and exercise of awards

An award will vest on a date determined by the Remuneration Committee and options will normally be exercisable between the third and tenth anniversary of the grant date.

If a participant leaves employment of the Informa Group by reason of injury, ill-health, disability, redundancy, retirement, transfer out of the Informa Group, or any other reason where the Remuneration Committee in its absolute discretion permits, an award will vest immediately and an option will immediately become exercisable for six months from the date employment ended or, for awards granted on or after 20 September 2017, from the normal vesting date (unless the Remuneration Committee decides to allow earlier vesting). In the case of death, an award will vest and an option will become exercisable for 12 months immediately on the date of death.

If a participant leaves employment of the Informa Group for any other reason before the third anniversary of the grant date, the award will immediately lapse. If a participant leaves employment of the Informa Group for any other reason on or after the third anniversary of the grant date, the award will lapse one month after termination.

Any award will, in any event, lapse on the tenth anniversary of its date of grant, if not previously vested, exercised or lapsed.

(f) Malus and clawback

In the case of a downward restatement of financial results, an unvested award may be reduced or cancelled.

For Executive Directors, in the case of material misstatement of the Informa Group's financial results, regulatory investigation or breach of material legislation, rules or codes of conduct, or if, after the Executive Director has left employment with the Informa Group, facts emerge which would have resulted in the award lapsing, an unvested award may be reduced or cancelled or the Executive Director may be required to repay shares received or an equivalent cash amount.

(g) Corporate events

In the event of a takeover, reconstruction, amalgamation or winding-up of Informa, an award will vest immediately and an option will immediately become exercisable for one month or, in the case of a takeover by general offer, up to one month after the date a person becomes bound or entitled to acquire Informa Shares under compulsory acquisition provisions or, in the case of a voluntary winding-up, for one week from the date of the voluntary winding-up resolution.

If such an event occurs, an award may be released in exchange for an equivalent new award to be granted by any acquiring company if the participant so wishes and the acquiring company agrees.

Where any such event occurs as part of an internal reorganisation or reconstruction of Informa, awards will be exchanged for new awards granted by the acquiring company unless participants do not agree to the exchange, in which case the awards will lapse.

(h) Alterations of share capital

In the event of any variation in the ordinary share capital of Informa, the Remuneration Committee may adjust the number of Informa Shares under award and/or the exercise price as it considers fair and reasonable.

(i) Voting, dividend and other rights

Until options or allocations are exercised or vest, participants have no voting or other rights in respect of the Informa Shares under award. The voting rights for Informa Shares acquired pursuant to a Restricted Share Award may be restricted for a period.

Informa Shares under award will not rank for any dividend or other distribution paid or made by reference to a record date before the date of exercise or vesting of the relevant award. Participants may, on vesting or exercise, receive a benefit by reference to dividends paid on Informa Shares in a form determined by the Remuneration Committee.

Benefits obtained under the DSBP are not pensionable. Awards are not assignable or transferrable

(j) Administration and amendment

The DSBP is administered by the Remuneration Committee, which may amend the rules of the DSBP at any time provided that the alteration does not materially adversely affect the terms of any award unless the majority of participants agree.

(k) Termination

The Remuneration Committee may resolve to terminate the DSBP, in which case no further awards will be granted but the provisions of the DSBP will continue to apply to existing awards.

12.2 LTIP

(a) General

The LTIP was approved by shareholders of Old Informa (being the ultimate shareholders of Informa at that time) on 23 May 2014.

(b) Eligibility

Any colleague (including an Informa Director) of any member of the Informa Group who is required to devote substantially the whole of his working time to his employment or office is eligible to participate, but Non-Executive Directors are not eligible to participate.

(c) Awards under the LTIP

An award may take one of three forms:

• (i) an "Allocation";
• (ii) an "Option"; or

(iii) a "Restricted Share Award".

No payment is required for the grant of an award.

Awards may be granted subject to a holding period of two years (unless the Remuneration Committee decides on a different period).

(d) Timing of awards

Awards may normally only be granted within 42 days after the announcement of Informa's results for any period. Awards may also be granted at any other time at which the Remuneration Committee determines that there are exceptional circumstances which justify the grant of an award. No award may be granted later than 23 May 2024.

Awards may be satisfied by the issue of New Informa Shares (subject to the limit set out below) or by the transfer of Existing Informa Shares or Informa Shares held in treasury.

(e) Conditions on vesting or exercise

An award may be granted subject to such performance conditions as the Remuneration Committee sees fit, which must, unless otherwise permitted by the LTIP rules, be satisfied before an award may be exercised or vest. Performance will be measured over a period determined by the Remuneration Committee, which is usually three years starting with the beginning of the financial year in which the award is made. There is no provision for re-testing.

Performance conditions cannot generally be varied or waived unless events have occurred which cause the Remuneration Committee to determine that the performance conditions have ceased to be appropriate. The Remuneration Committee may waive or vary the performance conditions so that any new conditions are in its opinion fair, reasonable and no more difficult to satisfy than the previous conditions.

(f) Individual limit

No award shall be made to any individual if the aggregate market value of the Informa Shares under that award and any other award made to him in the same financial year of Informa under the LTIP would exceed 200 per cent. of his basic salary.

(g) Overall dilution limit

No award may be granted under the LTIP on any date if, as a result, the total number of Informa Shares issued or committed to be issued or transferred out of treasury under the LTIP or pursuant to grants or appropriations made during the previous 10 years:

• (i) under all other employee share schemes established by Informa would exceed 10 per cent. of the issued ordinary share capital of Informa on that date; or
• (ii) under any other discretionary share scheme established by Informa would exceed five per cent. of the issued ordinary share capital of Informa on that date.

(h) Vesting and exercise of awards

An award may not normally vest or become exercisable unless the performance condition(s) has/have been satisfied at the end of the performance period. Having become exercisable, an option may be exercised for a period determined by the Remuneration Committee but ending no later than the day preceding the tenth anniversary of its grant.

If a participant leaves employment of the Informa Group during the performance period by reason of injury, ill-health, disability, redundancy, retirement, transfer out of the Informa Group, or any other reason (apart from dishonesty, fraud, misconduct or any other circumstances justifying summary dismissal) and the Remuneration Committee in its discretion permits exercise or vesting, an allocation will vest immediately and an option will immediately become exercisable for six months from the date employment ends or, for awards granted on or after 20 September 2017, from the normal vesting date (unless the Remuneration Committee decides to allow earlier vesting). In the case of death, an award will vest and an option will become exercisable for 12 months immediately on the date of death. The number of Informa Shares which vest or over which options are exercisable will be determined by reference to the extent to which the performance conditions have been fulfilled and will then normally be time pro-rated.

If a participant leaves employment of the Informa Group for one of the reasons set out above on or after the expiry of the performance period, an option may be exercised for a period of six months (or 12 months in the case of death) to the extent that the performance conditions were fulfilled or waived.

An award will, in any event, lapse on the tenth anniversary of its date of grant, if not previously vested, exercised or lapsed.

(i) Performance conditions

For LTIP awards granted in 2016 and 2017, performance conditions were as follows:

• (i) one half of an award will vest based on relative total shareholder return performance against the comparator group of companies (FTSE 51-150 (for 2017 awards, excluding financial services and resources companies); and
• (ii) one half of an award will vest based on the target earnings per share compound annual growth rate.

(j) Malus and clawback

In the case of material misstatement of the Informa Group's financial results, an error in the calculation of the number of Informa Shares or cash a participant should receive, regulatory investigation or breach of material legislation, rules or codes of conduct, or if, after the participant has left employment with the Informa Group, facts emerge which would have resulted in the award lapsing, an unvested award may be reduced or cancelled or the participant may be required to repay or forfeit shares received or an equivalent cash amount within three years of vesting.

(k) Corporate events

In the event of a takeover, reconstruction, amalgamation or winding-up of Informa occurring during the performance period, an allocation will vest immediately and an option will immediately become exercisable for one month or, in the case of a takeover by general offer, up to the end of any compulsory acquisition period. The number of Informa Shares which vest or over which options are exercisable will be determined by reference to the extent to which the performance conditions have been fulfilled and will then normally be time pro-rated.

If such an event occurs on or after the expiry of the performance period, an option may be exercised only to the extent that the performance conditions have been fulfilled or waived.

If such an event occurs, an award may also be released in exchange for an equivalent new award to be granted by any acquiring company if the participant so wishes and the acquiring company agrees.

Where any such event occurs as part of an internal reorganisation or reconstruction of Informa, awards will be exchanged for new awards granted by the acquiring company unless such an offer is not forthcoming from the acquiring company, in which case vesting or exercise as set out above will be permitted.

(l) Alterations of share capital

In the event of any variation in the ordinary share capital of Informa, the Remuneration Committee may adjust the number or nominal value of Informa Shares under award and/or the exercise price of options.

(m) Voting, dividend and other rights

Until options or allocations are exercised or vest, participants have no voting or other rights in respect of the Informa Shares under award. The voting rights for Informa Shares acquired pursuant to a Restricted Share Award may be restricted for a period.

Informa Shares issued or transferred pursuant to the LTIP will rank pari passu in all respects with Informa Shares already in issue except that they will not rank for any dividend or other distribution paid or made by reference to a record date before the date of exercise or vesting of the relevant award. Participants may, on vesting or exercise, receive a benefit by reference to dividends paid on Informa Shares in a form determined by the Remuneration Committee

Benefits obtained under the LTIP are not pensionable. Awards are not assignable or transferable.

(n) Administration and amendment

The award is administered by the Remuneration Committee which may amend the LTIP provided that:

• (i) prior approval of Informa in a general meeting will be required for any amendment to the advantage of participants to those provisions of the LTIP relating to eligibility, the limitations on the number of Informa Shares, cash or other benefits under the LTIP, a participant's maximum entitlement or to the basis for determining a participant's entitlement or the adjustment thereof in the event of a variation in capital, except in the case of minor amendments to benefit the administration of the LTIP and amendments to take account of changes in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment for participants or for any member of the Informa Group; and
• (ii) no amendment may be made which would affect to the disadvantage of participants any rights already acquired by them under the LTIP without the prior approval of a majority of the affected participants.

(o) Overseas plans

The Informa Board may from time to time and without further formality establish additional plans in overseas territories, including any such plan that may be similar to the LTIP but modified to take account of local tax, exchange control or securities laws, regulation or practice. Informa Shares made available under any such plan would count against any limits on overall or individual participation in the LTIP.

(p) Termination

The LTIP may be terminated at any time by resolution of the Informa Board or of Informa Shareholders in a general meeting. Termination will not affect the outstanding rights of participants.

12.3 2014 SIP

(a) General

The 2014 SIP was approved by shareholders of Old Informa (being the ultimate shareholders of Informa at that time) on 23 May 2014. The 2014 SIP is a Schedule 2 plan under the Income Tax (Earnings and Pensions) Act 2003. The 2014 SIP is constituted by a trust deed entered into by Informa and a trustee appointed by Informa (the "2014 SIP Trustee").

(b) Eligibility

Any colleague of Informa or a participating Informa Group company who is a UK resident taxpayer and has a qualifying period of continuous service (not exceeding 18 months), as the Informa Board may determine, is eligible to participate.

(c) Shares available

The Informa Board may offer eligible colleagues some or all of the following:

• (i) up to £3,600 of free Informa Shares in any tax year (the "Free Shares");
• (ii) the opportunity to purchase up to £1,800 of Informa Shares in any tax year (the "Partnership Shares");
• (iii) free Informa Shares in proportion to the number of Partnership Shares acquired (the "Matching Shares"), such proportion not to exceed two Matching Shares for each Partnership Share acquired; and
• (iv) the acquisition of Informa Shares by the reinvestment of cash dividends received in respect of any of the Informa Shares acquired under the 2014 SIP (the "Dividend Shares").

Benefits under the 2014 SIP are not pensionable.

(d) Free Shares

If Free Shares are awarded, the Informa Board may determine that the number or value of Free Shares awarded shall be determined by reference to performance targets. The performance targets used must be based on business results or other objective criteria and may apply to individuals or larger performance units. If performance targets are not imposed, Free Shares must be awarded according to an objective formula.

(e) Partnership Shares

Each participant may purchase Partnership Shares up to a maximum of £1,800 in any tax year or 10 per cent. of salary.

(f) Matching Shares

If Matching Shares are awarded, they must be awarded to all eligible colleagues on the same basis and in the ratio to the number of Partnership Shares acquired as is specified by the Informa Board, which shall not exceed two Matching Shares to each Partnership Share acquired.

(g) Dividend Shares

The 2014 SIP Trustee may re-invest cash dividends in the acquisition of Dividend Shares on behalf of participants. The Informa Board may specify a limit on the amount which may be applied in the acquisition of Dividend Shares on behalf of any participant.

(h) Holding period

Any Free Shares and Matching Shares must be held in trust by the 2014 SIP Trustee for a holding period of between three and five years specified by the Informa Board or, if earlier, when the participant leaves employment of the Informa Group. Dividend Shares must remain in trust for a holding period of three years or, if earlier, until the participant leaves employment of the Informa Group. Partnership Shares may be withdrawn from the trust at any time.

While the Informa Shares are held in trust, the participant will be the beneficial owner and will be entitled to receive dividends and, through the 2014 SIP Trustee, to vote and to participate in substantially the same way as other Informa Shareholders.

Informa Shares may be left in trust until the participant leaves employment of the Informa Group.

(i) Forfeiture and other restrictions

Free Shares and Matching Shares may be subject to any restrictions that the Informa Board determines and/or may be forfeited if the participant leaves employment of the Informa Group before the expiry of a period specified by the Informa Board beginning with the date of award of such Informa Shares, unless he leaves employment for certain specified reasons such as retirement or redundancy. The Informa Board may also provide that if a participant withdraws his Partnership Shares from the 2014 SIP trust within a period specified by the Informa Board, he will forfeit the corresponding Matching Shares. The Partnership Shares can also be subject to any restrictions set by the Informa Board save that Partnership Shares cannot be subject to forfeiture.

(j) 2014 SIP limits

No Informa Share may be awarded on any day if as a result the aggregate number of Informa Shares issued or committed to be issued or transferred out of treasury pursuant to awards, appropriations or grants made under the 2014 SIP and, during the 10 years preceding that day, under other employees' share schemes established by Informa, would exceed 10 per cent. of the issued ordinary share capital of Informa on that day.

(k) Corporate events

In the event of a reconstruction or takeover, participants will have the right to instruct the 2014 SIP Trustee on the action to be taken in respect of their Informa Shares.

(l) Administration and amendment

The operation of the 2014 SIP is administered by the Informa Board.

The Informa Board may at any time amend the 2014 SIP in any respect, with the consent of the 2014 SIP Trustee, provided that any amendment to a key feature of the 2014 SIP must be notified to HMRC. Any amendment to the advantage of participants made to the provisions dealing with eligibility, the limitations on the number of Informa Shares or other benefits under the 2014 SIP, a participant's maximum entitlement or the basis for determining a participant's entitlement and the adjustment thereof in the event of a variation in capital must be approved by Informa in a general meeting unless it is minor and to benefit the administration of the 2014 SIP or to obtain or maintain favourable tax, exchange control or regulatory treatment for participants or Informa Group companies or to take into account existing or proposed legislation.

(m) Overseas plans

The Informa Board may at any time and without further formality establish additional plans in overseas territories, including any such plan that may be similar to the 2014 SIP but modified to take account of local tax, exchange control or securities laws, regulation or practice. Informa Shares made available under any such plan will count against any limits on overall or individual participation in the 2014 SIP.

12.4 2009 SIP

Informa Shares are still held in the trust for the 2009 SIP, although this plan has not been operated since 2014. The provisions of the 2009 SIP are essentially similar to the 2014 SIP.

12.5 Global ShareMatch

Global ShareMatch has been established as an overseas version of the 2014 SIP, and was adopted by the Informa Board on 23 May 2014. Global ShareMatch is not a tax-qualifying plan and HMRC does not need to be notified of any amendments to the plan rules.

The provisions of Global ShareMatch are similar to those set out above for the 2014 SIP except that, under the "Free Share" and "Matching Share" elements, eligible colleagues receive a "Free Share Award" and/or "Matching Share Award". These awards are in the form of conditional share awards. Participants will not be able to receive dividends in respect of these awards during the vesting period (which is usually between three and five years for Free Share Awards, and three years for Matching Share Awards).

If there is a reconstruction or takeover of the Company, the Informa Board will determine the treatment of any unvested Free Share Award or Matching Share Award. In the event of a variation of share capital, the Informa Board may adjust the number of Informa Shares under an unvested Free Share Award or Matching Share Award.

12.6 ESPP

(a) General

The ESPP was approved by Informa Shareholders on 26 May 2017. The ESPP is a US tax efficient share incentive plan established under section 423 ("Section 423") of the Internal Revenue Code of 1986 (the "Code").

(b) Eligibility

Any US resident colleague of Informa (including an Informa Director) or any "designated subsidiary" of the Informa Group is eligible to participate, provided that:

• they customarily work more than 20 hours per week or more than five months in a calendar year;
• they have been continuously employed by Informa or a "designated subsidiary" for at least six months; and
• they would not own more than five per cent. of the total voting power or value of Informa Shares or share in any Informa subsidiary.

A "designated subsidiary" for these purposes is a subsidiary of Informa that has been designated by the Remuneration Committee as participating in the ESPP.

(c) Options under the ESPP

Participants under the ESPP are granted an option over Informa Shares at the start of the "Plan Period", being a period set by Informa when the plan is offered not exceeding five years. Participants agree to monthly payroll deductions being made during the Plan Period and, at the end of the Plan Period, the option can be exercised and participants can purchase Informa Shares using their total payroll deductions.

The price at which eligible colleagues can purchase Informa Shares under the ESPP is equal to 85 per cent. of the fair market value of an Informa Share.

(d) Contributions

Participation in the ESPP is voluntary. Each participant may elect to make payroll deductions between minimum and maximum monthly contribution limits set by the Remuneration Committee for a particular Plan Period, subject to the overall ESPP rules and individual limits. Where applications to purchase Informa Shares under the ESPP exceed the numbers of Informa Shares available for purchase, purchases will be prorated.

(e) Timing of an Offering under ESPP

Informa can decide to offer the ESPP at any time.

(f) Individual limit

No option shall be granted to any individual if the aggregate value of the Informa Shares under the option and any other Section 423 employee stock purchase plan operated by Informa would exceed USD 25,000 for any calendar year in which the right to purchase Informa shares is outstanding.

(g) Overall dilution limit

The total number of Informa Shares that may be offered under ESPP is 82,400,505. No option may be granted if, as a result, the aggregate number of Informa Shares issued or committed to be issued or transferred out of treasury pursuant to options under the ESPP and, during the 10 years preceding that day, under other employees' share schemes established by Informa, would exceed 10 per cent. of the issued ordinary share capital of Informa on that day.

(h) Corporate events

In the event of a takeover or otherwise in the event that Informa Shares cease to be listed on the London Stock Exchange, the Remuneration Committee may determine whether options should be exercisable or cancelled and salary deductions returned.

(i) Alterations of share capital

In the event of any variation in the ordinary share capital of Informa, the Remuneration Committee may adjust the number of Informa Shares under option as it considers appropriate.

(j) Voting, dividend and other rights

Until options are exercised, participants have no voting or other rights in respect of the Informa Shares under option. Benefits obtained under the ESPP are not pensionable and options are not transferable (except on death). Participants will not be entitled to receive any dividends in respect of the Informa Shares under option.

(k) Administration and amendment

The ESPP is administered by the Remuneration Committee, which may amend the rules at any time provided that:

• (i) the changes do not cause the ESPP to fail to comply with the requirements in the Code or any other requirement of applicable law or regulation; and
• (ii) prior approval of Informa in a general meeting is obtained (a) if required by the Code or (b) for any amendment to the advantage of participants which is made to the provisions of the ESPP relating to eligibility, limitations on the number of Informa Shares, a participant's maximum entitlement or the basis for determining a participant's entitlement or the adjustment thereof in the event of a variation in capital, except in the case of minor amendments to benefit the administration of the ESPP and amendments to take account of changes in legislation or to obtain favourable tax, exchange control or regulatory treatment for participants or for any member of the Informa Group.

(l) Termination

The Remuneration Committee may resolve to terminate the ESPP at any time, in which case all amounts in the accounts of participating colleagues shall be promptly refunded.

12.7 Employee Benefit Trust

The Company operates an employee benefit trust (the "EBT"). As at the Last Practicable Date the EBT held 399,039 Informa Shares.

12.8 Outstanding Options and Awards under the Employee Share Plans

Save as disclosed below, none of the share capital of the Informa Group is under option/award or agreed conditionally or unconditionally to be put under option/award.

	Exercise price (if any)	Number of options/awards outstanding as at Last Practicable
Plans –––––––––––––––––––––––––––––––––––––––––––––––––––	(£) –––––––––––	Date –––––––––––
DSBP	1	53,455
Global ShareMatch1	–	140,914
LTIP	Nil	3,552,954

1 Matching Share Awards only.

13. FINANCIAL STATEMENTS AND ANNUAL GENERAL MEETINGS

The Company's annual reports and financial statements are made up to 31 December in each year. The Company's latest annual report and financial statements cover the financial year ended 31 December 2016; the Informa 2016 Annual Report and Accounts were published and posted to shareholders on 24 April 2017. The Informa 2017 Financial Statements cover the financial year ended 31 December 2017 and were published on 28 February 2018. The Company held its most recent annual general meeting on 26 May 2017 at 20 Grosvenor Street, London W1K 4QJ. Further information on annual general meetings is contained in paragraph 4.2.11 above of this Part XI (Additional Information).

14. WORKING CAPITAL STATEMENT

Informa Group

The Company is of the opinion that, taking into account the bank facilities available, the Informa Group has sufficient working capital for its present requirements, that is, for at least the 12 months following the date of publication of this document.

15. SIGNIFICANT CHANGE

15.1 Informa

There has been no significant change in the financial or trading position of the Informa Group since 31 December 2017, being the date to which the historical financial information of the Informa Group (which has been incorporated by reference into this document) was published.

15.2 UBM

There has been no significant change in the financial or trading position of the UBM Group since 31 December 2017, being the end of the period for which the last UBM Annual Reports and Accounts (which has been incorporated by reference into this document) was published.

16. LITIGATION

16.1 Informa

There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Informa Group is aware) during the year 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 Informa or the Informa Group.

16.2 UBM

There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the UBM Group is aware) during the year 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 UBM or the UBM Group.

17. MATERIAL CONTRACTS

17.1 Informa

The following contracts (not being contracts entered into in the ordinary course of business) have been entered into by Informa and/or members of the Informa Group within the two years immediately preceding the date of this document and are, or may be, material to the Informa Group or which have been entered into at any time by Informa or any member of the Informa Group and contain any provisions under which Informa or any member of the Informa Group has any obligation or entitlement which is, or may be, material to the Informa Group at the date of this document:

(a) Sponsor's Agreement

On 14 March 2018, Informa and Barclays (the "Sponsor") entered into a sponsor's agreement, pursuant to which Informa appointed Barclays as sponsor in connection with the applications for Admission and the publication of the Prospectus and the Circular (the "Sponsor's Agreement"). Under the terms of the Sponsor's Agreement, Informa has agreed to provide the Sponsor with certain customary indemnities, undertakings, representations and warranties. The indemnities provided by Informa indemnify the Sponsor and its associates against, inter alia, claims made against them or losses incurred by them in connection with the Offer, Admission or the arrangements contemplated by the Prospectus, Circular and other relevant documents, subject to certain exceptions. In addition, the Sponsor's Agreement provides that the Sponsor may, in its absolute discretion, terminate the Sponsor's Agreement before Admission in certain specified circumstances which are customary for an agreement of this nature.

(b) Co-operation Agreement

For a description of the principal terms of the Co-operation Agreement, please refer to paragraph 11 of Part I (Information on the Offer).

(c) Agreement in relation to acquisition of YPI

On 1 March 2017, Informa, through its subsidiary Informa USA, Inc. ("Informa USA"), entered into a securities purchase agreement (the "AIM SPA") with Active Interest Media, Inc. ("AIM"); the stockholders of AIM (the "AIM Stockholders"); Active Interest Media Holdings, LLC, in its capacity as the AIM Stockholders' representative, and Cruz Bay Holdings, Inc., in relation to the acquisition of Yachting Promotions Inc. ("YPI"), the operator of some of the largest yachting and boat shows in the United States (the "YPI Acquisition").

The YPI Acquisition was conditional upon the completion of a restructuring of the AIM group of companies' boat show business and media business and certain other customary closing conditions.

Under the terms of the AIM SPA, the purchase price payable was US\$133 million subject to adjustments for any indebtedness in YPI at closing, transaction costs, any working capital surplus, net working capital shortfall, any surplus cash in hand held by YPI at closing and payments in respect of certain contract renewals.

Each of the AIM Stockholders, AIM and Informa USA gave certain customary representations and warranties under the AIM SPA. Each of the representations and warranties of the parties will survive until 12 months following the closing date (except for those related to tax and certain fundamental warranties, which shall survive until the date of expiration of the appropriate statute of liabilities with respect to the matters contained therein).

(d) Agreement in relation to the Penton Merger

On 15 September 2016, an agreement and plan of merger was entered into between Informa, Informa USA, Inc., Greenwich Merger Sub, Inc. ("Informa Merger Sub") (at the time a wholly-owned subsidiary of Informa USA), Penton and Penton Business Media Holdings, LLC ("Penton LLC") (the "Penton Merger Agreement").

Pursuant to the Penton Merger Agreement, and subject to the satisfaction of or waiver of the conditions set out therein, the parties agreed to effect a business combination through a merger under Delaware law of Informa Merger Sub with and into Penton, with Penton continuing as the surviving corporation. As a result of the acquisition, Informa USA, an indirect, whollyowned subsidiary of Informa, became the holder of the entire issued and outstanding capital stock of Penton.

The acquisition was categorised as a "class 1" transaction under the Listing Rules for Informa and was therefore conditional upon the approval of Informa Shareholders.

Under the terms of the Penton Merger Agreement, Informa agreed to acquire Penton for a total net consideration of \$1,558 million, subject to (a) certain customary adjustments and payments to reflect that the acquisition was made on a cash-free, debt-free basis, and (b) potential additional deferred consideration that the holders of Penton shares and Penton options would be entitled to receive based on the value of certain tax benefits arising from the acquisition. The consideration comprised: (a) the payment of cash consideration of \$1,458 million (funded through a combination of debt and equity, including an underwritten rights issue); and (b) the allotment of consideration shares of \$100 million with a holding period of up to one year (subject to certain exceptions), in each case to the holders of Penton shares and options.

The representations and warranties given by Penton, Informa, Informa USA and Informa Merger Sub terminated at the date of completion on 2 November 2016, and so other than in the case of fraud, no claims can be brought for a breach of a representation or warranty by any of them. The Penton Merger Agreement also contained representations and warranties (that are customary for a US acquisition transaction) given by Penton LLC (in its capacity as a holder of Penton shares and in its capacity as the representative of the holders of Penton shares and Penton options) in relation to, amongst other things: (i) its power and authority to enter into the Penton Merger Agreement; (ii) certain requisite consents and approvals in connection with its entry into the Penton Merger Agreement and its consummation of the acquisition; and (iii) its ownership of Penton shares. Certain representations and warranties given by Penton LLC terminated at completion, but the majority of such representations and warranties will survive until 2 May 2018, such date being 18 months after the date of completion.

As described above, the consideration payable by Informa in connection with the Penton Merger Agreement includes deferred consideration – this deferred consideration will become payable under the Penton Merger Agreement in October 2018 on account of certain transaction tax benefits. Informa considers that, at 31 December 2017, the estimated amount of this deferred consideration is approximately \$22.6 million. This figure has been reached with the benefit of external tax and legal advice. The amount of this deferred consideration is currently being disputed by Penton LLC, in its capacity as the representative of former Penton shareholders and optionholders. Penton LLC is claiming that the deferred consideration should be approximately \$40 million. No provision has been made for the excess of this claimed amount over \$22.6 million because Informa and the Informa Group's management do not believe that Informa, or any other member of the Informa Group, is obligated under the Penton Merger Agreement to pay such excess. Any future resolution of this dispute that is higher than the approximately \$22.6 million estimated by Informa to be payable will result in an income statement charge in a future accounting period, because the acquisition is outside the 12 month re-measurement period.

(e) Lock-up Agreements pursuant to the Penton Merger Agreement

Pursuant to the terms of the Penton Merger Agreement, the issuance of consideration shares to the holders of Penton shares and Penton options was subject to Informa receiving duly executed lock-up agreements by each holder of Penton shares and Penton options (or in certain other cases) (the "Lock-up Agreements").

Under the Lock-up Agreements, the relevant holders of Penton shares and Penton options were subject to a lock-up period of 12 months following completion of the Penton Merger. During this lock-up period, the holders of Penton shares and Penton options agreed not to sell, assign, dispose of, monetise or otherwise transfer the consideration shares.

The Lock-up Agreements contained certain limited exceptions to the lock-up restrictions, including any transfers: (i) by a natural person pursuant to a will, intestacy, to an immediate family member or to a nominee or custodian of an immediate family member; (ii) by employees who ceased to be employed by Penton Group companies; (iii) pursuant to law or regulation; and (iv) pursuant to a takeover offer or scheme of arrangement, a share buy-back or in connection with the insolvency of Informa.

(f) Underwriting agreement in relation to rights issue

On 15 September 2016, Informa entered into an underwriting agreement with Barclays, BofA Merrill Lynch, HSBC Bank plc, Banco Santander S.A., BNP Paribas and Commerzbank Aktiengesellschaft (London Branch) (the "Underwriters") under which the Underwriters agreed to procure subscribers for, or, failing which, the Underwriters themselves would subscribe for, up to 162,235,312 rights issue shares to the extent not taken up under the rights issue in each case at the issue price.

Informa was required to bear all costs and expenses relating to the rights issue, including (but not limited to) the fees and expenses of its professional advisers, the cost of preparation, advertising, printing and distribution of the prospectus and all other documents connected with the rights issue, the Registrar's fees, the listing fees of the FCA, any charges by CREST and the fees of the London Stock Exchange.

(g) Penton Sponsor's Agreement

On 15 September 2016, Informa and Barclays entered into a sponsor's agreement. Under the sponsor's agreement, Barclays was appointed to act as sponsor to Informa in connection with the acquisition of Penton and the rights issue. Informa gave Barclays certain warranties and undertakings regarding, inter alia, the accuracy of information contained in the prospectus and concerning the acquisition of Penton and the rights issue, the Informa Group and its business and the Penton Group and its business. Informa also provided an indemnity to Barclays and certain indemnified persons connected with it on customary terms that are typical for a transaction of its nature.

(h) Revolving Facility Agreement

Key Terms

On 23 October 2014, Informa entered into a revolving facility agreement (the "Revolving Facility Agreement") which was subsequently amended on 1 September 2016, pursuant to which the lenders have made available an £855 million committed revolving facility (the "Revolving Facility"). The Revolving Facility Agreement was entered into between, amongst others, Informa and Informa Group Holdings Limited as borrowers, the arrangers listed therein, the original lenders listed therein and The Royal Bank of Scotland plc as facility agent.

Borrowers and Guarantors

The current borrowers under the Revolving Facility Agreement are Informa and Informa Group Holdings Limited. Informa may request (subject to certain conditions) that any of its wholly owned subsidiaries accedes to the Revolving Facility Agreement as an additional borrower. Informa may also request (subject to certain conditions) that a borrower ceases to be a borrower under the Revolving Facility Agreement.

The Revolving Facility is guaranteed on a joint and several basis by Informa, Informa Group Holdings Limited, Informa UK Limited, Informa Telecoms & Media Limited, Taylor & Francis Group, LLC, Informa Media, Inc., Informa Business Media, Inc., Informa USA, Informa Business Intelligence, Inc and Informa Middle East Limited.

Informa may request (subject to certain conditions) that any of its wholly owned subsidiaries accedes to the Revolving Facility Agreement as an additional guarantor. Members of the Informa Group are required to become guarantors of the Revolving Facility if their consolidated EBITA (excluding intragroup items) is equal to or in excess of 7.5 per cent. of the consolidated EBITA of the Informa Group. Informa may also request (subject to certain conditions) that a guarantor ceases to be a guarantor under the Revolving Facility Agreement.

The Revolving Facility is unsecured.

Purpose

Each loan under the Revolving Facility may be used (i) to refinance the £625,000,000 facility agreement dated 20 April 2011 made available to Informa Group Holdings Limited and (ii) for general corporate purposes.

Availability and Maturity

The Revolving Facility is available to be drawn from the date of the Revolving Facility Agreement to the date falling one week prior to the final maturity date. The Revolving Facility Agreement currently has a final maturity date of 23 October 2020.

As at 31 December 2017, £287.6 million was drawn under the Revolving Facility.

Prepayment/cancellation

Subject to certain conditions, Informa may voluntarily prepay utilisations and/or cancel all or part of the available commitments under the Revolving Facility by giving not less than five Business Days' notice to the facility agent. Amounts repaid may (subject to the terms of the Revolving Facility Agreement) be re-borrowed.

In addition to voluntary prepayments, the Revolving Facility Agreement requires mandatory cancellation and, if applicable, prepayment in full or in part in certain circumstances, including:

• with respect to any lender, if it becomes unlawful for such lender to perform any of its obligations under any finance document or to fund or maintain its share in any loan;
• upon the occurrence of a change of control; and
• upon the occurrence of the sale of all or substantially all of the assets of the Informa Group.

The Revolving Facility Agreement provides for any undrawn commitments of each lender to be automatically cancelled at close of business on the last day of the availability period.

Informa can choose to cancel and prepay particular lenders in certain circumstances, including if a lender becomes a defaulting lender or if any obligor is required to pay increased costs, or make a tax-gross up, to a particular lender.

Interest

Interest is payable under the Revolving Facility Agreement at a rate of LIBOR (or, in the case of loans in euro, EURIBOR) plus the applicable margin, which is currently 0.80 per cent. The margin is variable and is determined by reference to the most recent net debt to EBITDA covenant test result. The margin ranges from 0.60 per cent. when the ratio of net debt to EBITDA is at or below 2.00:1, to 1.20 per cent. when the ratio of net debt to EBITDA is greater than 3.00:1.

Financial Covenants

The Revolving Facility Agreement contains (i) a maximum gearing covenant and (ii) a minimum interest cover covenant. The financial covenants are each tested semi-annually at 30 June and 31 December on a 12-month look-back basis.

Net Financial Indebtedness

As at 31 December 2017, the Informa Group had net financial indebtedness of £1,373.1 million.

Representations, Covenants and Events of Default

The Revolving Facility Agreement contains representations, information and financial covenants and undertakings that are customary for debt facilities of this nature. The Revolving Facility Agreement also contains a number of restrictive and other covenants, including restrictions on creating security interests, disposals, mergers, change of business, acquisitions and indebtedness.

The Revolving Facility Agreement contains an acquisitions covenant that restricts Class 1 acquisitions. However, Informa has obtained the consent of the majority lenders under the Revolving Facility Agreement in respect of the Offer.

The Revolving Facility Agreement contains customary events of default (subject, in certain cases, to agreed thresholds, grace periods and qualifications), including non-payment, breach of other obligations, misrepresentation, cross-default, enforcement of security, insolvency, insolvency proceedings, creditors' process, cessation of business, effectiveness of finance documents, ownership of obligors, material adverse change and ERISA. At any time after the occurrence of an event of default, lenders holding 662 ⁄3 per cent. of the outstanding loans under the Revolving Facility Agreement may instruct the facility agent to cancel all or any part of the total commitments and declare that amounts outstanding are immediately due and payable and/or payable on demand.

Governing Law

The Revolving Facility Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

(i) Bilateral Term Facility Agreement

Key Terms

On 9 March 2017, Informa entered into a bilateral term facility agreement (the "Bilateral Term Facility Agreement") which was subsequently amended on 6 March 2018 pursuant to which the lender made available a \$400 million committed term facility (the "Bilateral Term Facility"). The Bilateral Term Facility Agreement was entered into between, amongst others, Informa and Informa Group Holdings Limited as borrowers and Bank of America Merrill Lynch International Limited as lender.

Borrowers and Guarantors

The current borrowers under the Bilateral Term Facility Agreement are Informa and Informa Group Holdings Limited. Informa may request (subject to certain conditions) that any of its wholly owned subsidiaries accedes to the Bilateral Term Facility Agreement as an additional borrower. Informa may also request (subject to certain conditions) that a borrower ceases to be a borrower under the Bilateral Term Facility Agreement.

The Bilateral Term Facility is guaranteed on a joint and several basis by Informa, Informa Group Holdings Limited, Informa UK Limited, Informa Telecoms & Media Limited, Taylor & Francis Group, LLC, Informa Media, Inc., Informa Business Media, Inc., Informa USA, Informa Business Intelligence, Inc and Informa Middle East Limited.

Informa may request (subject to certain conditions) that any of its wholly owned subsidiaries accedes to the Bilateral Term Facility Agreement as an additional guarantor. Members of the Informa Group are required to become guarantors of the Bilateral Term Facility if their consolidated EBITA (excluding intragroup items) is equal to or in excess of 7.5 per cent. of the consolidated EBITA of the Informa Group. Informa may also request (subject to certain conditions) that a guarantor ceases to be a guarantor under the Bilateral Term Facility Agreement.

The Bilateral Term Facility is unsecured.

Purpose

Each loan under the Bilateral Term Facility may be used for the general corporate and working capital purposes of the Informa Group.

Availability and Maturity

The Bilateral Term Facility was available to be drawn from the date of the Bilateral Term Facility Agreement to the date falling three months after the date of the Bilateral Term Facility Agreement. The Bilateral Term Facility Agreement currently has a final maturity date of 9 March 2019.

As at 9 March 2018, \$200 million was drawn under the Bilateral Term Facility and the total commitments under the Bilateral Term Facility had been reduced to \$200 million.

Prepayment/cancellation

The prepayment and cancellation provisions in the Bilateral Term Facility Agreement are substantially the same as those in the Revolving Facility Agreement.

The Bilateral Term Facility Agreement provides for any undrawn commitments of the lender to be automatically cancelled at close of business on the last day of the availability period.

Interest

Interest is payable under the Bilateral Term Facility Agreement at a rate of LIBOR plus a margin of 1.25 per cent. per annum.

Financial Covenants

The financial covenants in the Bilateral Term Facility Agreement are the same as those in the Revolving Facility Agreement.

Representations, Covenants and Events of Default

The Bilateral Term Facility Agreement contains representations, information and financial covenants and undertakings that are customary for debt facilities of this nature and are substantially similar to those in the Revolving Facility Agreement.

The Bilateral Term Facility Agreement contains an acquisitions covenant that restricts Class 1 acquisitions. However, Informa has obtained the consent of the lender under the Bilateral Term Facility Agreement in respect of the Offer.

The Bilateral Term Facility Agreement contains customary events of default (subject, in certain cases, to agreed thresholds, grace periods and qualifications) which are substantially similar to those in the Revolving Facility Agreement.

Governing Law

The Bilateral Term Facility Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

(j) 2010 Private Placement Notes

Key Terms

Informa Group Holdings Limited ("Informa Group Holdings") issued five series of unsecured senior notes (the "2010 Private Placement Notes") under the terms of a note purchase and guarantee agreement dated 19 November 2010 (the "2010 Note Purchase Agreement"). The only series of 2010 Private Placement Notes that currently remain outstanding is Series E: \$385,500,000 4.68 per cent. due 15 December 2020.

The performance of the 2010 Note Purchase Agreement by Informa Group Holdings and Informa and payment of the 2010 Private Placement Notes by Informa Group Holdings are currently guaranteed by the following subsidiaries of Informa Group Holdings pursuant to separate subsidiary guarantee agreements:

Informa Telecoms & Media Limited Informa UK Limited Informa Middle East Limited Taylor & Francis Group, LLC Informa Media, Inc. Informa Business Media, Inc. Informa USA, Inc. Informa Business Intelligence, Inc.

Representations, Covenants and Events of Default

The 2010 Note Purchase Agreement imposes certain financial covenants, including financial ratios that Informa must comply with on every semi-annual test date. In particular, but without limitation: (i) the ratio of consolidated EBITDA to consolidated net interest payable (both on a last-12-months basis) shall be equal to or no less than 4.0:1.0; and (ii) the ratio of consolidated total net borrowings to pro forma EBITDA for the last 12 months shall be no greater than 3.5:1.0, subject to the ability to increase this ratio to 4.0:1.0 for up to two consecutive semi-annual fiscal periods following a significant acquisition (whether in a single transaction or a series of related transactions with a purchase price equal to or exceeding £250 million).

The 2010 Note Purchase Agreement contains provisions for the creation of future subsidiary guarantors of the 2010 Private Placement Notes. In particular, the 2010 Note Purchase Agreement requires that any subsidiary which is a guarantor, co-borrower or borrower under or with respect to any principal bank facility shall at such times also be a guarantor of the 2010 Private Placement Notes.

The 2010 Note Purchase Agreement includes other representations and covenants customary for the private placement market such as provision of compliance certificates, notification of default, compliance with laws and, in particular, compliance with certain US laws such as sanctions and other anti-terrorism and anti-corruption laws, provision of visitation rights to the purchasers, maintenance of corporate existence, insurance and properties, payment of taxes, keeping of records, lines of business, priorities of obligations, subsidiary guarantors, etc. The 2010 Note Purchase Agreement also has restrictions on the ability of members of the Informa Group to enter into transactions with affiliates, create security, make disposals, enter into mergers or other corporate reconstructions and incur financial indebtedness, subject to certain carve-outs and exceptions. In particular, there are restrictions and limitations on the amounts of subsidiary financial indebtedness and secured financial indebtedness, subject to certain carve-outs and exceptions. In the event that any "basket" provision for liens under the 2010 Note Purchase Agreement is used to secure any obligations under any principal bank facility, the 2010 Private Placement Notes are required to be equally and rateably secured.

A breach (in excess of materiality thresholds and subject to grace periods) of the terms of the 2010 Note Purchase Agreement and the connected documents by a member of the Informa Group, failure by Informa, Informa Group Holdings or any material subsidiary to make any payment due on time, insolvency events in respect of Informa or a material subsidiary, crossdefault to other debt, a "final" judgment amount in excess of £30,000,000 not being paid within the time specified in the 2010 Note Purchase Agreement, certain ERISA and benefit planrelated events and various other customary events will constitute "Events of Default" under the 2010 Note Purchase Agreement. Depending on which event has resulted in an "Event of Default", upon the occurrence of such an "Event of Default", either: (i) the 2010 Private Placement Notes automatically become due and payable; or (ii) the 2010 Private Placement Notes become immediately due and payable if holders of more than 50 per cent. in aggregate principal amount of the outstanding 2010 Private Placement Notes declare them immediately due and payable; or (iii) a holder of the 2010 Private Placement Notes may declare the 2010 Private Placement Notes held by it to be immediately due and payable.

Governing Law

The 2010 Note Purchase Agreement is governed by and construed in accordance with the laws of the state of New York.

(k) 2015 Private Placement Notes

Key Terms

Informa issued two series of unsecured senior notes (the "2015 Private Placement Notes") under the terms of a note purchase agreement dated 16 October 2015 (the "2015 Note Purchase Agreement"). The two series of 2015 Private Placement Notes currently outstanding are:

• (i) Series A: \$120,000,000 3.84 per cent. due 16 October 2022; and
• (ii) Series B: \$130,000,000 4.17 per cent. due 16 October 2025.

The performance of the 2015 Note Purchase Agreement and payment of the 2015 Private Placement Notes by Informa are currently guaranteed by the following subsidiaries of Informa pursuant to separate subsidiary guarantee agreements:

Informa Group Holdings Limited Informa Telecoms & Media Limited Informa UK Limited Informa Middle East Limited Taylor & Francis Group, LLC Informa Media, Inc. Informa Business Media, Inc. Informa USA Informa Business Intelligence, Inc.

Representations, Covenants and Events of Default

The 2015 Note Purchase Agreement imposes certain financial covenants, including financial ratios that Informa must comply with on every semi-annual test date. In particular, but without limitation: (i) the ratio of consolidated EBITDA to consolidated net interest payable (both on a last-12-months basis) shall be equal to or no less than 4.0:1.0; and (ii) the ratio of consolidated total net borrowings to pro forma EBITDA for the last 12 months shall be no greater than 3.5:1.0, subject to the ability to increase this ratio to 4.0:1.0 for up to two consecutive semi-annual fiscal periods following a significant acquisition (whether in a single transaction or a series of related transactions with a purchase price equal to or exceeding £250 million).

The 2015 Note Purchase Agreement contains provisions for the creation of future subsidiary guarantors of the 2015 Note Purchase Agreement and the 2015 Private Placement Notes. In particular, the 2015 Note Purchase Agreement requires that any subsidiary which is a guarantor, co-borrower or borrower under or with respect to the 2015 Note Purchase Agreement, the 2010 Private Placement Notes or any principal bank facility is required at such times to also be a guarantor of the 2015 Private Placement Notes.

The 2015 Note Purchase Agreement includes other representations and covenants customary for the private placement market such as provision of compliance certificates, notification of default, compliance with laws and, in particular, compliance with certain US laws such as sanctions and other anti-terrorism and anti-corruption laws, provision of visitation rights to the purchasers, maintenance of corporate existence, insurance and properties, payment of taxes, keeping of records, lines of business, priorities of obligations, subsidiary guarantors, etc. The 2015 Note Purchase Agreement also has restrictions on the ability of members of the Informa Group to enter into transactions with affiliates, create security, make disposals, enter into mergers or other corporate reconstructions and incur financial indebtedness, subject to certain carve-outs and exceptions. In particular, there are restrictions and limitations on the amounts of subsidiary financial indebtedness and secured financial indebtedness, subject to certain carve-outs and exceptions. In the event that any "basket" provision for liens under the 2015 Note Purchase Agreement is used to secure any obligations under the 2010 Private Placement Notes or any principal bank facility, the 2015 Private Placement Notes are required to be equally and rateably secured.

A breach (in excess of materiality thresholds and subject to grace periods) of the terms of the 2015 Note Purchase Agreement and the connected documents by a member of the Informa Group, failure by Informa or any material subsidiary to make any payment due on time, insolvency events in respect of Informa or a material subsidiary, cross-default to other debt, a "final" judgment amount in excess of £40,000,000 not being paid within the time specified in the 2015 Note Purchase Agreement, certain ERISA and benefit plan-related events and various other customary events will constitute "Events of Default" under the 2015 Note Purchase Agreement. Depending on which event has resulted in an "Event of Default", upon the occurrence of such an "Event of Default", either: (i) the 2015 Private Placement Notes automatically become due and payable; or (ii) the 2015 Private Placement Notes become immediately due and payable if holders of more than 50 per cent. in aggregate principal amount of the outstanding 2015 Private Placement Notes declare them immediately due and payable; or (iii) a holder of the 2015 Private Placement Notes may declare the 2015 Private Placement Notes held by it to be immediately due and payable.

Governing Law

The 2015 Note Purchase Agreement is governed by and construed in accordance with the laws of the state of New York.

(l) 2016 Private Placement Notes

Key Terms

Informa issued three series of unsecured senior notes (the "2016 Private Placement Notes") under the terms of a note purchase agreement dated 30 November 2016 (the "2016 Note Purchase Agreement"). The three series of 2016 Private Placement Notes currently outstanding are:

• (i) Series A: \$55,000,000 3.25 per cent. due 25 January 2023;
• (ii) Series B: \$80,000,000 3.50 per cent. due 25 January 2025; and
• (iii) Series C: \$365,000,000 3.68 per cent. due 25 January 2027.

The performance of the 2016 Note Purchase Agreement and payment of the 2016 Private Placement Notes by Informa are currently guaranteed by the following subsidiaries of Informa pursuant to separate subsidiary guarantee agreements:

Informa Group Holdings Limited Informa Telecoms & Media Limited Informa UK Limited Informa Middle East Limited Taylor & Francis Group, LLC Informa Media, Inc. Informa Business Media, Inc. Informa USA Informa Business Intelligence, Inc.

Representations, Covenants and Events of Default

The 2016 Note Purchase Agreement imposes certain financial covenants, including financial ratios that Informa must comply with on every semi-annual test date. In particular, but without limitation: (i) the ratio of consolidated EBITDA to consolidated net interest payable (both on a last-12-months basis) shall be equal to or no less than 4.0:1.0; and (ii) the ratio of consolidated total net borrowings to pro forma EBITDA for the last 12 months shall be no greater than 3.5:1.0, subject to the ability to increase this ratio to 4.0:1.0 for up to two consecutive semi-annual fiscal periods following a significant acquisition (whether in a single transaction or a series of related transactions with a purchase price equal to or exceeding £250 million).

The 2016 Note Purchase Agreement contains provisions for the creation of future subsidiary guarantors of the 2016 Note Purchase Agreement and the 2016 Private Placement Notes. In particular, the 2016 Note Purchase Agreement requires that any subsidiary which is a guarantor, co-borrower, or borrower under or with respect to the 2016 Note Purchase Agreement, the 2010 Private Placement Notes, the 2015 Private Placement Notes or any principal bank facility is required at such times to also be a guarantor of the 2016 Private Placement Notes.

The 2016 Note Purchase Agreement includes other representations and covenants customary for the private placement market such as provision of compliance certificates, notification of default, compliance with laws and, in particular, compliance with certain US laws such as sanctions and other anti-terrorism and anti-corruption laws, provision of visitation rights to the purchasers, maintenance of corporate existence, insurance and properties, payment of taxes, keeping of records, lines of business, priorities of obligations, subsidiary guarantors, etc. The 2016 Note Purchase Agreement also has restrictions on the ability of members of the Informa Group to enter into transactions with affiliates, create security, make disposals, enter into mergers or other corporate reconstructions and incur financial indebtedness, subject to certain carve-outs and exceptions. In particular, there are restrictions and limitations on the amounts of subsidiary financial indebtedness and secured financial indebtedness, subject to certain carve-outs and exceptions. In the event that any "basket" provision for liens under the 2016 Note Purchase Agreement is used to secure any obligations under the 2010 Private Placement Notes, the 2015 Private Placement Notes or any principal bank facility, the 2016 Private Placement Notes are required to be equally and rateably secured.

A breach (in excess of materiality thresholds and subject to grace periods) of the terms of the 2016 Note Purchase Agreement and the connected documents by a member of the Informa Group, failure by Informa or any material subsidiary to make any payment due on time, insolvency events in respect of Informa or a material subsidiary, cross-default to other debt, a "final" judgment amount in excess of £40,000,000 not being paid within the time specified in the 2016 Note Purchase Agreement, certain ERISA and benefit plan-related events and various other customary events will constitute "Events of Default" under the 2016 Note Purchase Agreement. Depending on which event has resulted in an "Event of Default", upon the occurrence of such an "Event of Default", either: (i) the 2016 Private Placement Notes automatically become due and payable; or (ii) the 2016 Private Placement Notes become immediately due and payable if holders of more than 50 per cent. in aggregate principal amount of the outstanding 2016 Private Placement Notes declare them immediately due and payable; or (iii) a holder of the 2016 Private Placement Notes may declare the 2016 Private Placement Notes held by it to be immediately due and payable.

Governing Law

The 2016 Note Purchase Agreement is governed by and construed in accordance with the laws of the state of New York.

(m) 2017 Private Placement Notes

Key Terms

Informa issued two series of unsecured senior notes (the "2017 Private Placement Notes") under the terms of a note purchase agreement dated 3 November 2017 (the "2017 Note Purchase Agreement"). The two series of 2017 Private Placement Notes currently outstanding are:

• (i) Series A: \$200,000,000 3.93 per cent. due 14 January 2025; and
• (ii) Series B: \$200,000,000 4.13 per cent. due 14 January 2028.

The performance of the 2017 Note Purchase Agreement and payment of the 2017 Private Placement Notes by Informa are currently guaranteed by the following subsidiaries of Informa pursuant to separate subsidiary guarantee agreements:

Informa Group Holdings Limited Informa Telecoms & Media Limited Informa UK Limited Informa Middle East Limited Taylor & Francis Group, LLC Informa Media, Inc. Informa Business Media, Inc. Informa USA Informa Business Intelligence, Inc.

Representations, Covenants and Events of Default

The 2017 Note Purchase Agreement imposes certain financial covenants, including financial ratios that Informa must comply with on every semi-annual test date. In particular, but without limitation: (i) the ratio of consolidated EBITDA to consolidated net interest payable (both on a last-12-months basis) shall be equal to or no less than 4.0:1.0; and (ii) the ratio of consolidated total net borrowings to pro forma EBITDA for the last 12 months shall be no greater than 3.5:1.0, subject to the ability to increase this ratio to 4.0:1.0 for up to two consecutive semi-annual fiscal periods following a significant acquisition (whether in a single transaction or a series of related transactions with a purchase price equal to or exceeding £250 million).

The 2017 Note Purchase Agreement contains provisions for the creation of future subsidiary guarantors of the 2017 Note Purchase Agreement and the 2017 Private Placement Notes. In particular, the 2017 Note Purchase Agreement requires that any subsidiary which is a guarantor, co-borrower or borrower under or with respect to the 2017 Note Purchase Agreement, the 2010 Private Placement Notes, the 2015 Private Placement Notes, the 2016 Private Placement Notes or any principal bank facility is required at such times to also be a guarantor of the 2017 Private Placement Notes.

The 2017 Note Purchase Agreement includes other representations and covenants customary for the private placement market such as provision of compliance certificates, notification of default, compliance with laws and, in particular, compliance with certain US laws such as sanctions and other anti-terrorism and anti-corruption laws, provision of visitation rights to the purchasers, maintenance of corporate existence, insurance and properties, payment of taxes, keeping of records, lines of business, priorities of obligations, subsidiary guarantors, etc. The 2017 Note Purchase Agreement also has restrictions on the ability of members of the Informa Group to enter into transactions with affiliates, create security, make disposals, enter into mergers or other corporate reconstructions and incur financial indebtedness, subject to certain carve-outs and exceptions. In particular, there are restrictions and limitations on the amounts of subsidiary financial indebtedness and secured financial indebtedness, subject to certain carve-outs and exceptions. In the event that any "basket" provision for liens under the 2017 Note Purchase Agreement is used to secure any obligations under the 2010 Private Placement Notes, the 2015 Private Placement Notes, the 2016 Private Placement Notes or any principal bank facility, the 2017 Private Placement Notes are required to be equally and rateably secured.

A breach (in excess of materiality thresholds and subject to grace periods) of the terms of the 2017 Note Purchase Agreement and the connected documents by a member of the Informa Group, failure by Informa or any material subsidiary to make any payment due on time, insolvency events in respect of Informa or a material subsidiary, cross-default to other debt, a "final" judgment amount in excess of £40,000,000 not being paid within the time specified in the 2017 Note Purchase Agreement, certain ERISA and benefit plan-related events and various other customary events will constitute "Events of Default" under the 2017 Note Purchase Agreement. Depending on which event has resulted in an "Event of Default", upon the occurrence of such an "Event of Default", either: (i) the 2017 Private Placement Notes automatically become due and payable; or (ii) the 2017 Private Placement Notes become immediately due and payable if holders of more than 50 per cent. in aggregate principal amount of the outstanding 2017 Private Placement Notes declare them immediately due and payable; or (iii) a holder of the 2017 Private Placement Notes may declare the 2017 Private Placement Notes held by it to be immediately due and payable.

Governing Law

The 2017 Note Purchase Agreement is governed by and construed in accordance with the laws of the state of New York.

(n) Term Facilities Agreement

Key Terms

On 30 January 2018, Informa entered into a term facilities agreement (the "Term Facilities Agreement"), pursuant to which the lenders have made available (a) a £700,000,000 committed term loan facility (the "Consideration Facility") and (b) a £400,000,000 and \$720,000,000 committed term loan facility (the "UBM Backstop Facility" and, together with the Consideration Facility, the "Term Facilities"). The Term Facilities Agreement was entered into between, amongst others, Informa and Informa Group Holdings Limited as borrowers, the arrangers listed therein, Bank of America, N.A. as original lender and Bank of America Merrill Lynch International Limited as facility agent. Following the completion of primary syndication of the Term Facilities, the lenders as at the date of publication are Bank of America, N.A., Banco Santander, S.A., London Branch, Barclays Bank PLC, BNP Paribas Fortis SA/NV and The Bank of Tokyo-Mitsubishi UFJ, Ltd.

Borrowers and Guarantors

The borrower under the Consideration Facility is Informa. The borrowers under the UBM Backstop Facility are Informa and Informa Group Holdings Limited. The Term Facilities are guaranteed on a joint and several basis by Informa, Informa Group Holdings Limited, Informa UK Limited, Informa Telecoms & Media Limited, Taylor & Francis Group, LLC, Informa Media, Inc., Informa Business Media, Inc., Informa USA, Informa Business Intelligence, Inc and Informa Middle East Limited.

Informa may request (subject to certain conditions) that any of its wholly owned subsidiaries accede to the Term Facilities Agreement as an additional guarantor. Members of the Informa Group are required to become guarantors of the Term Facilities if their consolidated EBITA (excluding intragroup items) is equal to or in excess of 7.5 per cent. of the consolidated EBITA of the Informa Group. Informa may also request (subject to certain conditions) that a guarantor ceases to be a guarantor under the Term Facilities Agreement. Certain members of the UBM Group are required to accede to the Term Facilities Agreement as additional guarantors (subject to certain conditions) within six months of Completion.

The Term Facilities are unsecured.

Purpose

Each loan under the Consideration Facility may be used to (i) finance the cash consideration component of the consideration for the Offer and (ii) finance certain fees, costs and taxes incurred by a member of the Informa Group in connection with the Offer.

Each loan under the UBM Backstop Facility may be used to refinance the UBM US PP, the UBM Bonds and the UBM RCF. The amount of the UBM Backstop Facility is equal to the principal amount of the UBM US PP, the UBM Bonds and the UBM RCF. Cash reserves and/or the Revolving Facility will be used to fund any make whole and/or prepayment premia, to the extent payable.

Maturity

The Term Facilities Agreement has a final maturity date of 18 months from the date of the Term Facilities Agreement. This may be extended, at the discretion of Informa Group Holdings Limited, by two additional periods of six months each.

Prepayment/cancellation

The prepayment and cancellation provisions in the Term Facilities Agreement are substantially the same as those in the Revolving Facility Agreement save that the Term Facilities Agreement requires mandatory cancellation and, if applicable, prepayment of, firstly, the Consideration Facility and, secondly, the UBM Backstop Facility from debt capital market proceeds.

The available commitments under the Consideration Facility will be automatically cancelled at the end of the availability period for the Consideration Facility.

The available commitments under the UBM Backstop Facility will be automatically cancelled at the end of the availability period for the UBM Backstop Facility.

Interest

Interest is payable under the Term Facilities Agreement at a rate of LIBOR plus the applicable margin.

The margin for the Term Facilities is 0.85 per cent. per annum for the first 12 months following the date of the Term Facilities Agreement after which it increases every three months up to a maximum of 2.25 per cent. per annum.

Financial Covenants

The financial covenants in the Term Facilities Agreement are the same as those in the Revolving Facility Agreement.

Representations, Covenants and Events of Default

The Term Facilities Agreement contains representations, information and financial covenants and undertakings that are customary for debt facilities of this nature and are substantially similar to those in the Revolving Facility Agreement.

The Term Facilities Agreement contains customary events of default (subject, in certain cases, to agreed thresholds, grace periods and qualifications) which are substantially similar to those in the Revolving Facility Agreement. At any time after the occurrence of an event of default, lenders holding 662 ⁄3 per cent. of the commitments under the Term Facilities Agreement may instruct the facility agent to cancel all or any part of the total commitments and declare that amounts outstanding are immediately due and payable and/or payable on demand.

Governing Law

The Term Facilities Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

17.2 UBM

The following contracts (not being contracts entered into in the ordinary course of business) have been entered into by UBM and/or members of the UBM Group within the two years immediately preceding the date of this document and are, or may be, material to the UBM Group or which have been entered into at any time by UBM or any member of the UBM Group and contain any provisions under which UBM or any member of the UBM Group has any obligation or entitlement which is, or may be, material to the UBM Group at the date of this document:

(i) Co-operation Agreement

For a description of the principal terms of the Co-operation Agreement, please refer to paragraph 11 of Part I (Information on the Offer).

(ii) Agreement for the acquisition of Allworld

On 19 December 2016, UBM, through its subsidiary UBM Asia B.V., entered into a share and purchase agreement with International Exhibition Services Limited for the acquisition of International Exhibition Holdings Limited and a number of its subsidiaries (the "Allworld Group") (the "Allworld Agreement").

Under the terms of the Allworld Agreement, the purchase price comprised an initial consideration of £379.7 million, after working capital adjustments and excluding £48.4 million consideration for the acquisition of Arabian Exhibition Management Limited (the "Bahrain Business"). The acquisition of the Bahrain Business was subject to separate closing conditions and completed on 13 January 2017.

Under the Allworld Agreement (and related documents), UBM has given customary representations, warranties and indemnities to International Exhibition Services Limited and International Exhibition Services Limited has given customary representations, warranties and indemnities to UBM, including indemnities in respect of certain tax matters subject to customary exemptions and limitations. International Exhibitions Services Limited's liability in respect of warranty claims under the Allworld Agreement and under certain indemnities in respect of tax matters is capped at US\$1; however, such liabilities are, broadly, the subject of a W&I insurance policy.

(iii) £400 million syndicated revolving credit facility 2022

On 22 April 2015, UBM entered into a £400 million multicurrency revolving facility agreement (the "Facility"), which has a termination date of 22 April 2022. The Facility was entered into between, amongst others, UBM and United Finance Limited as borrowers, the arrangers listed therein, the original lenders listed therein and Lloyds Bank PLC as facility agent.

Interest is payable under the Facility at a rate of LIBOR (or, in the case of loans in euro, EURIBOR, or, in the case of loans in Canadian dollars, CDOR) plus the applicable margin. The margin for the Facility at the date of the agreement was 0.6 per cent. per annum, following which, the margin is to be calculated with reference to Moody's and Standard and Poor's credit rating for the respective borrowers.

The Facility is governed by English law and the courts of England have exclusive jurisdiction for deciding any dispute arising out of, or in connection with, the Facility.

The Facility contains representations, financial covenants and information and general undertakings that are customary for debt facilities of this nature.

The Facility also contains customary events of default (subject, in certain cases, to agreed thresholds, grace periods and qualifications). At any time after the occurrence of an event of default which is continuing, lenders holding more than 662 ⁄3 per cent. of the total commitments under the Facility may instruct the facility agent to cancel all or any part of the total commitments and declare that all or part of the amounts outstanding are immediately due and payable and/or payable on demand.

Under the terms of the Facility, lenders have a right to withdraw their commitments on the change of control of UBM.

(iv) \$350 million 5.75 per cent. bonds due 2020

UBM issued US Dollar \$350 million fixed rate bonds at 98.295 per cent. of par. The bonds pay a 5.75 per cent. coupon on a semi-annual basis on 3 May and 3 November of each year until maturity in 2020. The effective interest rate on the bond is 6.17 per cent. The coupon of 5.75 per cent. will increase in the event that UBM's long-term credit rating were to be reduced below investment grade by either Standard and Poor's (below BBB–) or Moody's (below Baa3). The increase to the coupon would be 0.25 per cent. per "ratings notch" per agency. UBM has entered into interest rate swaps of US \$100 million of the bonds whereby it receives 5.75 per cent. and pays floating rate US Dollars, at a rate of USD LIBOR plus 2.65 per cent.

In the event of a change of control of UBM, the holders of the bonds have the right to repayment at 101 per cent. of par if the bonds are non-investment grade on any day during the period commencing sixty days prior to the first public announcement by UBM of any change of control (or pending change of control) and ending sixty days following the consummation of such change of control, provided the change in rating is related to the change in control.

(v) \$370 million notes

In 2017 UBM issued \$370 million US Dollar notes (\$45 million due in December 2022, \$175 million due in December 2024 and \$150 million due in December 2027) (the "Notes"). Funds were received in June 2017 to repay the bridge facility partially used to acquire Allworld in December 2016. Interest is paid semi-annually in arrears in June and December. The \$45 million note is at floating rate (6 month USD LIBOR plus 1.43 per cent.) whilst the \$175 million and \$150 million have a fixed rate of 4.45 per cent. and 4.68 per cent. respectively. The \$175 million note has an associated \$78 million interest rate swap (receive 4.45 per cent. fixed semi-annually and pay floating plus 2.09 per cent.).

The Notes contain representations, financial covenants and information and general undertakings that are customary for debt facilities of this nature.

The Notes also contain provisions which are triggered on a change of control of UBM. The holders of the Notes have the right to repayment of the entire unpaid principal amount of Notes held by each holder at 100 per cent. of the principal amount of such Notes at par, together with any interest accrued thereon to the prepayment date selected by UBM and any associated break costs.

18. RELATED PARTY TRANSACTIONS

Save as disclosed in: note 37 to the Informa 2017 Financial Statements, note 37 to the Informa 2016 Annual Report and Accounts and note 35 to the Informa 2015 Annual Report and Accounts, each of which has been incorporated by reference into this document, the Informa Group has not entered into any related party transactions (which, for these purposes, are those set out in the standards adopted according to the Regulation (EC) No 1606/2002) between 1 January 2015 and the Last Practicable Date.

19. DIVIDENDS

The following table sets out the dividend per Informa Share for each financial year ended in the period covered by three years' historical financial information:

	2017 ––––––––––––––––––––––	2016 ––––––––––––––––––––––	2015 –––––––––––––––––––––
Dividend per share	6.65(1) pence	19.30 pence	18.50 pence
Note:

(1) Interim dividend only. The Informa Directors have proposed a final dividend in respect of the financial year ended 31 December 2017 of 13.80 pence per Informa Share. The proposed final dividend is subject to approval by shareholders at the Informa annual general meeting in 2018

20. MANDATORY BIDS AND COMPULSORY ACQUISITION RULES RELATING TO THE INFORMA SHARES

The Company is subject to the Takeover Code. Other than as provided by CA 2006 and the Takeover Code, there are no rules or provisions relating to mandatory bids and/or squeeze-out and sell-out rules in relation to the Informa Shares. There is not in existence any current mandatory takeover bid in relation to the Company. There have been no takeover bids by third parties during the period from incorporation to 31 December 2017 or in the current financial year.

21. CONSENTS

Each of Barclays, Centerview Partners, BofA Merrill Lynch and Rothschild has given and has not withdrawn its written consent to the inclusion in this document of references to its name in the form and context in which the name appears.

Deloitte, whose registered office is at 2 New Square Street, London EC4A 3BZ, is a member of the Institute of Chartered Accountants in England and Wales and has given and has not withdrawn its written consent to the inclusion of its report set out in Part VIII (Unaudited Pro Forma Financial Information for the Enlarged Group) of this document and has authorised the contents of its reports for the purposes of item 5.5.3R(2)(f) of the Prospectus Rules.

22. SOURCES AND BASES

• 22.1 The aggregate value of the cash component of the consideration of approximately £650 million is calculated by multiplying the offered amount of 163 pence in cash per UBM Share by UBM's fully diluted share capital (as referred to in paragraph 22.6 below) as at the Last Practicable Date.
• 22.2 The aggregate value of the share component of the consideration of approximately £3.1 billion is calculated by multiplying the number of Informa Shares to be issued under the terms of the Offer (as referred to in 22.7(b) below) by the price per Informa Share of 712.6 pence (being the Closing Price on the Last Practicable Date).
• 22.3 The value attributed to the entire existing issued share capital of UBM under the terms of the Offer of approximately £3.7 billion is the sum of the aggregate value of the cash component and the aggregate value of the share component of the consideration (as referred to in paragraphs 22.1 and 22.2 above respectively).
• 22.4 The percentage of the share capital of the Enlarged Group that will be owned by UBM Shareholders of approximately 34.4 per cent. is calculated by dividing the number of New Informa Shares to be issued under the terms of the Offer referred to in paragraph 22.7(b) below by the issued share capital of the Enlarged Group (as set out in paragraph 22.7 below) and multiplying the resulting sum by 100 to produce a percentage.
• 22.5 The calculations regarding the existing issued share capital of UBM are based on 394,097,655 UBM Shares in issue on the Latest Practicable Date (none of which are held in treasury).
• 22.6 The fully diluted share capital of UBM (being 398,968,155 UBM Shares) is calculated on the basis of:
• (a) the number of issued UBM Shares in paragraph 22.5 above (none of which are held in treasury); and
• (b) any further UBM Shares which may be issued on or after the date of this document on the exercise of options or vesting of awards under the UBM Share Schemes, amounting in aggregate to a maximum of 4,870,500 UBM Shares.
• 22.7 The share capital of the Enlarged Group (being 1,256,087,563 Informa Shares) has been calculated as the sum of:
• (a) a total number of 824,005,051 Informa Shares in issue as at close of business on the Latest Practicable Date; and
• (b) 432,081,512 New Informa Shares which would be issued under the terms of the Offer (being 1.083 Informa Shares per UBM Share multiplied by the fully diluted share capital of UBM as referred to in paragraph 22.6 above).
• 22.8 Unless otherwise stated, all prices quoted for Informa Shares and UBM Shares have been derived from the Daily Official List and represent closing middle market prices on the relevant date.

• 22.9 The premium calculations to the price per UBM Share have been calculated by reference to:

• (a) the Closing Price of 746.0 pence per Informa Share and of 747.5 pence per UBM Shares on 15 January 2018, being the last Business Day before the commencement of the Offer Period;

• (b) the 30 trading day volume weighted average price of a Informa Share of 736.6 pence and of a UBM Share of 744.7 pence, from 30 November 2017 to 15 January 2018, being the last Business Day before the commencement of the Offer Period; and
• (c) the 3 calendar month volume weighted average price of a Informa Share of 726.6 pence and of a UBM Share of 730.8 pence, from 16 October 2017 to 15 January 2018, being the last Business Day before the commencement of the Offer Period;
• 22.10 The volume weighted average prices referred to in paragraphs 22.9(b) and (c) above are derived from data provided by Bloomberg and refer to trading on the London Stock Exchange only.
• 22.11 Unless otherwise stated:
• (a) historical financial information relating to Informa has been extracted and derived (without material adjustment) from the audited financial statements of Informa contained in the Informa 2017 Financial Statements, the Informa 2016 Annual Report and Accounts, and the Informa 2015 Annual Report and Accounts; and
• (b) historical financial information relating to UBM has been extracted and derived (without material adjustment) from the audited financial statements of UBM contained in the UBM 2017 Annual Report and Accounts, the UBM 2016 Annual Report and Accounts and the UBM 2015 Annual Report and Accounts.
• 22.12 Historical pro forma financial information relating to the Enlarged Group is unaudited and has been derived from the historical financial information relating to Informa and UBM referred to in paragraph 22.11 above.
• 22.13 The synergy numbers are unaudited and are based on analysis by Informa's management and on Informa's internal records. Further information underlying the Quantified Financial Benefits Statement is set out in Part XII (Quantified Financial Benefits Statement) of this document.
• 22.14 The timing expectations set out in this document assume that the Offer would become Effective in the second quarter of 2018.
• 22.15 Certain figures included in this document have been subject to rounding adjustments.

23. GENERAL

• 23.1 The financial information concerning the Informa Group contained in this document does not constitute statutory accounts within the meaning of section 434(3) of CA 2006. Full individual accounts of the Informa Group and each of its subsidiary undertakings for each financial year to which the financial information relates and on which the auditors gave unqualified reports have been delivered to the Registrar of Companies. The Informa Audited Financial Statements of the Company in respect of the three years ended 31 December 2017 were reported on by Deloitte LLP of 2 New Square Street, London EC4A 3BZ, a member of the Institute of Chartered Accountants for England and Wales, the auditors of the Company within the meaning of section 495 of CA 2006.
• 23.2 The total costs, charges and expenses payable by the Company in connection with the issue of the New Informa Shares and the Offer are estimated to be between £41.2 million and £44.6 million (exclusive of VAT).
• 23.3 Where information contained in this document has been sourced from a third party, the Informa Group and the Informa Directors confirm that such information has been accurately reproduced and, so far as they are aware and have been able to ascertain from information published by third parties, no facts have been omitted which would render the reproduced information inaccurate or misleading. Where information in this document has been sourced from third parties, the source of such information has been clearly stated adjacent to the reproduced information.

24. DOCUMENTS FOR INSPECTION

Copies of the following documents will be available for inspection, during usual business hours on any Business Day, at the offices of Clifford Chance LLP, 10 Upper Bank Street, London E14 5JJ and at the registered office of Informa, from the date of this document up to and including the date of the Admission:

• (a) the articles of association of Informa;
• (b) this Prospectus;
• (c) the Circular;
• (d) the Scheme Document;
• (e) the Announcement;
• (f) the Informa 2017 Financial Statements;
• (g) the Informa 2016 Annual Report and Accounts;
• (h) the Informa 2015 Annual Report and Accounts;
• (i) the UBM 2017 Annual Report and Accounts;
• (j) the UBM 2016 Annual Report and Accounts;
• (k) the UBM 2015 Annual Report and Accounts;
• (l) the report by Deloitte set out in Part VIII (Unaudited Pro Forma Financial Information for the Enlarged Group) of this document; and
• (m) the letters of consent referred to in paragraph 21 of this Part XI (Additional Information).

Dated: 14 March 2018

PART XII

QUANTIFIED FINANCIAL BENEFITS STATEMENT

The Announcement included statements of estimated cost savings and synergies expected to arise from the Offer (together, the "Quantified Financial Benefits Statement"), which was repeated in paragraph 4 of Part I (Information on the Offer) of this document. A copy of the Quantified Financial Benefits Statement is set out below:

"The Informa Board is confident that, as a direct result of the transaction, the Enlarged Group will generate attractive synergies and create additional shareholder value.

The immediate benefits of Operating Scale are expected to generate significant operating synergies, including a run rate of at least £60 million of annual recurring pre-tax cost savings by the end of 2020, with around £50 million to be delivered in the 2019 financial year.

These anticipated cost synergies will accrue as a direct result of the creation of the Enlarged Group and would not be achieved on a standalone basis. The potential sources of quantified cost synergies are in addition to any savings previously targeted and already underway by either Informa or UBM.

The constituent elements of quantified cost synergies, which are expected to originate from the cost bases of both Informa and UBM, comprise:

• Corporate overhead reduction: Approximately £20 million (33 per cent.) of the cost synergies are expected to be generated from the reduction of duplicate costs across the board and executive leadership teams, as well as across other corporate and group functions;
• Management and support restructuring: Approximately £37 million (61 per cent.) of the cost synergies are expected to be generated from a reduction of duplicate management and associated costs, and the rationalisation of overlapping IT systems, processes and associated investment spend; and
• Procurement benefits: Approximately £3 million (6 per cent.) of the cost synergies are expected to be generated from leveraging the Enlarged Group's scale across procurement, commissions, insurance and property.

Informa estimates that the realisation of these synergies will give rise to one-off cash costs of approximately £80 million, the majority of which will be incurred in the first two years after the Effective Date.

Aside from these one-off costs, Informa does not expect any material dis-synergies to arise from the creation of the Enlarged Group.

Further information on the bases of belief supporting the Quantified Financial Benefits Statement, including the principal assumptions and sources of information, is set out below.

Bases of Belief and Principal Assumptions

Bases of belief

Following commencement of discussions regarding the creation of the Enlarged Group, a synergy development team (the "Synergy Team") was established at Informa to evaluate and assess the potential synergies available for the integration and undertake an initial planning exercise. The Informa team worked in consultation with UBM's management team to identify areas of potential savings and validate the cost synergy plan.

The Informa synergy assessment was led by senior personnel with direct experience of integrating B2B information services businesses. The Informa team worked collaboratively with senior subject matter experts in each functional area and commercial operations, to identify integration initiatives and estimate the timing and quantum of cost savings available.

In preparing the Quantified Financial Benefits Statement, both Informa and UBM have shared certain operating and financial information to facilitate a detailed analysis in support of evaluating the potential synergies available from the creation of the Enlarged Group. UBM has shared detailed operational information, with a limited number of specified clean team personnel within the Synergy Team. In circumstances where data have been limited for commercial or other reasons, the Synergy Team has made estimates and assumptions to aid its development of individual synergy initiatives.

In general, the synergy assumptions have in turn been risk adjusted, exercising a degree of prudence in the calculation of the estimated synergy benefits set out above.

In arriving at the Quantified Financial Benefits Statements, the Informa Directors have assumed:

• no material change in macroeconomic, political, legal or regulatory conditions in the markets and regions in which Informa and UBM operate;
• no significant impact on the underlying operations of either business from the creation of the Enlarged Group;
• no material change in foreign exchange rates; and
• no material divestments from either the Informa or UBM existing businesses.

The baselines used for the quantified cost synergies were:

• for Informa: The full year budgeted operating expenses for the financial year ended 31 December 2018; and
• for UBM: The full year budgeted operating expenses for the financial year ended 31 December 2018.

Notes:

• 1. These statements are not intended as a profit forecast and should not be interpreted as such. These statements of estimated synergies relate to future actions and circumstances which, by their nature, involve risks, uncertainties and contingencies. As a result, the estimated synergies referred to may not be achieved, or may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated. Neither the Quantified Financial Benefits Statement nor any other statement in this document should be construed as a profit forecast or interpreted to mean that Informa's earnings in the first full financial year following the Effective Date, or in any subsequent period, will necessarily match or be greater than or be less than those of Informa or UBM for the relevant preceding financial period or any other period.
• 1. Due to the scale of the Enlarged Group, there may be additional changes to the Enlarged Group's operations. As a result, and given the fact that the changes relate to the future, the resulting synergies may be materially greater or less than those estimated.

PART XIII

DOCUMENTS INCORPORATED BY REFERENCE

The table below sets out the various sections of such documents which are incorporated by reference into this document, so as to provide the information required pursuant to the Prospectus Rules and to ensure that Informa Shareholders and others are aware of all information which, according to the particular nature of the Company and of the New Informa Shares, is necessary to enable Informa Shareholders and others to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the Company, and of the rights attaching to the New Informa Shares. These documents are also available on the Company's website at www.informa.com.

Only the parts of the documents identified in the tables below are incorporated into, and form part of, this Prospectus. The parts of these documents which are not incorporated by reference are either not relevant for investors or are covered elsewhere in this Prospectus.

To the extent that any document or information incorporated by reference or attached to this document itself incorporates any information by reference, either expressly or impliedly, such information will not form part of this document for the purposes of the Prospectus Rules.

Document –––––––––––––	Section ––––––––––––––––––––––––––––––––––––––––––––––––––––––––	Page number(s) in such document ––––––––––––
Informa 2017	Independent auditor's report to the members of Informa	75 to 87
Financial Statements	Consolidated income statement for the year ended 31 December 2017 Consolidated statement of comprehensive income for the year ended	3
	31 December 2017	4
	Consolidated statement of changes in equity for the year ended
	31 December 2017	5
	Consolidated balance sheet as at 31 December 2017	6
	Consolidated cash flow statement for the year ended
	31 December 2017	7
	Reconciliation of movement in net debt for the year ended
	31 December 2017	7
	Notes to the consolidated financial statements for the year ended 31 December 2017	8 to 68
Informa 2016
Annual Report	Governance at Informa Remuneration Report	68 to 110 91 to 106
and Accounts	Independent auditor's report to the members of Informa	112 to 117
	Consolidated income statement for the year ended 31 December 2016	118
	Consolidated statement of comprehensive income for the year ended
	31 December 2016	119
	Consolidated statement of changes in equity for the year ended
	31 December 2016	120
	Consolidated balance sheet as at 31 December 2016	121
	Consolidated cash flow statement for the year ended
	31 December 2016	122
	Reconciliation of movement in net debt for the year ended
	31 December 2016	123
	Notes to the consolidated financial statements	124 to 192

Document	Section	Page number(s) in such document
–––––––––––––	––––––––––––––––––––––––––––––––––––––––––––––––––––––––	––––––––––––
Informa 2015	Governance at Informa	62 to 95
Annual Report	Remuneration Report	80 to 90
and Accounts	Independent auditor's report to the members of Informa Consolidated income statement for the year ended	96 to 101
	31 December 2015	102
	Consolidated statement of comprehensive income for the year ended
	31 December 2015	103
	Consolidated statement of changes in equity for the year ended
	31 December 2015	104
	Consolidated balance sheet as at 31 December 2015	105
	Consolidated cash flow statement for the year ended
	31 December 2015	106
	Reconciliation of movement in net debt for the year ended
	31 December 2015	107
	Notes to the consolidated financial statements	108 to 167
	Penton Prospectus Acquisitions and Disposals	150 to 151
	Restructuring and Reorganisation	151
Document	Section	Page number(s) in such document
–––––––––––––	––––––––––––––––––––––––––––––––––––––––––––––––––––––––	––––––––––––
UBM 2017	At a Glance	4-5
Annual Report and Accounts	Market Context Principal Risks	6-9 32-35
	Operating and Financial Review	36-45
	Independent auditor's report to the members of UBM plc	92-99
	Consolidated income statement for the year ended 31 December 2017 Consolidated statement of comprehensive income for the year ended	100
	31 December 2017 Consolidated statement of financial position for the year ended	101
	31 December 2017	102
	Consolidated statement of changes in equity for the year ended
	31 December 2017	103
	Consolidated cash flow statement for the year ended 31 December 2017 Notes to the consolidated financial statements for the year ended	104
	31 December 2017	105-159
UBM 2016	Our business explained	6-10
Annual Report	Market Context	11
and Accounts	Principal Risks	42-44
	Operating and Financial Review	45-55
	Independent auditor's report to the members of UBM plc	104-112
	Consolidated income statement for the year ended 31 December 2016	113
	Consolidated statement of comprehensive income for the year ended
	31 December 2016	114
	Consolidated statement of financial position for the year ended
	31 December 2016	115

Document –––––––––––––	Section ––––––––––––––––––––––––––––––––––––––––––––––––––––––––	Page number(s) in such document ––––––––––––
	Consolidated statement of changes in equity for the year ended
	31 December 2016	116
	Consolidated statement of cash flows for the year ended
	31 December 2016	117
	Notes to the consolidated financial statements for the year ended 31 December 2016	118-177
UBM 2015	Business Model	8-11
Annual Report	Market Context	15
and Accounts	Principal Risks	35-37
	Operating Review	38
	CFO Financial Review	41
	Independent auditor's report to the members of UBM plc	87-93
	Consolidated income statement for the year ended
	31 December 2015	94
	Consolidated statement of comprehensive income for the year ended
	31 December 2015	95
	Consolidated statement of financial position for the year ended
	31 December 2015	96
	Consolidated statement of changes in equity for the year ended
	31 December 2015	97
	Consolidated statement of cash flows for the year ended
	31 December 2015	98
	Notes to the consolidated financial statements for the year ended
	31 December 2015	99-149

The documents incorporated by reference into this document have been incorporated in compliance with Prospectus Rule 2.4.1.

Information that is itself incorporated by reference or referred or cross-referred to in these documents is not incorporated by reference into this document. Except as set out above, no other portion of these documents is incorporated by reference into this document.

PART XIV

DEFINITIONS

The following definitions apply throughout this document unless the context requires otherwise:

"\$" or "USD" or "US\$" or "US Dollar"	the lawful currency of the United States of America
"€" or "euro"	the currency introduced at the start of the third stage of European economic and monetary union pursuant to the Treaty establishing the European Community, as amended
"£", "pounds sterling", "sterling", "pence" or "p"	the lawful currency of the United Kingdom
"2009 SIP"	the Informa 2009 Investment Plan
"2010 Note Purchase Agreement"	the note purchase agreement dated 19 November 2010 and entered into by Informa Group Holdings Limited
"2010 Private Placement Notes"	the unsecured senior notes issued by Informa Group Holdings Limited under the terms of the 2010 Note Purchase Agreement
"2014 SIP"	the Informa 2014 ShareMatch Plan
"2015 Note Purchase Agreement"	the note purchase agreement dated 16 October 2015 and entered into by Informa
"2015 Private Placement Notes"	the unsecured senior notes issued by Informa under the terms of the 2015 Note Purchase Agreement
"2016 Note Purchase Agreement"	the note purchase agreement dated 30 November 2016 and entered into by Informa
"2016 Private Placement Notes"	the unsecured senior notes issued by Informa under the terms of the 2016 Note Purchase Agreement
"2017 Note Purchase Agreement"	the note purchase agreement dated 3 November 2017 and entered into by Informa
"2017 Private Placement Notes"	the unsecured senior notes issued by Informa under the terms of the 2017 Note Purchase Agreement
"Act"	the Companies (Jersey) Law 1991, as amended from time to time
"adjusted earnings"	the profit for the year adjusted to exclude those items excluded from adjusted operating profit and, in addition, excluding the profit or loss on disposal of businesses and other items which are commonly excluded across the media sector
"adjusted operating profit"	for Informa: adjusted operating profit is calculated as operating profit after adding back certain items which are commonly excluded across the media sector. The following items have been added back to operating profit to arrive at adjusted operating profit for Informa:
	a) amortisation charges in respect of intangible assets acquired through business combinations or acquisition of trade and assets, as the Informa Group does not see these charges as

relating to its underlying trading;

	b)	impairment of goodwill, intangible assets and loan receivables;
	c)	restructuring and reorganisation costs, which are costs incurred by the Informa Group in reorganising and integrating acquired businesses, vacant property costs, and business restructuring in response to changes in market conditions and closure of businesses;
	d)	acquisition and integration costs; and
	e)	subsequent remeasurement of contingent consideration, and
		for UBM: the IFRS operating profit excluding amortisation of intangible assets arising on acquisitions, exceptional items and shares of tax on results of joint ventures and associates. This measure provides insight into ongoing profit generation, both individually and relative to other companies
"Admission"		the admission of the New Informa Shares by the FCA to the Official List and to trading on the London Stock Exchange's main market for listed securities
"Announcement"		the joint announcement by Informa and UBM in relation to the Offer on 30 January 2018 under Rule 2.7 of the Takeover Code
"Balancing Dividend"		a special dividend from UBM of an amount per UBM Share equal to 1.083 times the amount of any further ordinary interim dividend(s) declared or paid by Informa with a record date falling prior to the Effective Date, less the value of any Interim UBM Dividend paid or to be paid by UBM
"Barclays"		Barclays Bank PLC, acting through its Investment Bank
"BofA Merrill Lynch"		Merrill Lynch International
"Bundeskartellamt"		the German Federal Cartel Office
"Business Day"		a day, not being a public holiday, Saturday or Sunday, on which banks in London and Jersey are open for normal business
"CA 2006"		the Companies Act 2006, as amended from time to time
"Centerview Partners"		Centerview Partners UK LLP
"Circular"	Meeting	the circular sent by Informa to the Informa Shareholders on 14 March 2018 summarising the background to, and reasons for, the Offer, which includes a notice convening the Informa General
"Clean Team Confidentiality Agreement"		the clean team confidentiality agreement dated 9 January 2018 between Informa and UBM, as described in paragraph 11 of Part I (Information on the Offer) of this document
"Closing Price"		the closing middle market price of a share as derived from the Daily Official List on any particular date

"Completion"	in the context of the Offer:
	a)	if the Offer is implemented pursuant to the Scheme, the Scheme having become Effective and all conditions to the Scheme having been fulfilled or (if capable of waiver) waived; or
	b)	if the Offer is implemented by way of a Takeover Offer, the Takeover Offer having become or been declared unconditional in all respects
"Condition(s)"		the conditions of the Offer, as set out in the Scheme Document
"confex"		a conference that also includes exhibition stands, and generates a proportion of revenue from the sale of exhibition space as well as from delegates and sponsorship
"Confidentiality Agreement"		the confidentiality agreement dated 21 December 2017 between Informa and UBM, as described in paragraph 11 of Part I (Information on the Offer) of this document
"Confidentiality and Joint Defense Agreement"	the confidentiality and joint defense agreement dated 9 January 2018 between Informa, UBM and their respective legal advisers, as described in paragraph 11 of Part I (Information on the Offer) of this document
"Consideration Facility"		the £700,000,000 committed term loan facility under the Term Facilities Agreement
"Co-operation Agreement"		the co-operation agreement dated 30 January 2018 between Informa and UBM, as described in paragraph 11 of Part I (Information on the Offer) of this document
"Court Hearing"		the hearing of the Court (and any adjournment thereof) to sanction the Scheme pursuant to Article 125 of the Act
"Court Meeting"	thereof	the meeting or meetings of Scheme Shareholders or any class or classes thereof to be convened by order of the Court pursuant to Article 125 of the Act (notice of which will be set out in the Scheme Document) at which a resolution will be proposed to approve (with or without modification) the Scheme, including any adjournment
"Court Order"	the Act	the order of the Court sanctioning the Scheme under Article 125 of
"CREST"		the relevant system (as defined in the Regulations) in respect of which Euroclear is the operator (as defined in the Regulations)
"Daily Official List"		the daily official list of the London Stock Exchange
"Deloitte"		Deloitte LLP
"Disclosure Guidance and Transparency Rules"		the disclosure guidance and transparency rules made by the FCA under section 73A of the FSMA
"DSBP"		the Informa PLC 2014 Deferred Share Bonus Plan
"EBITA"		earnings before interest, taxes and amortisation
"EBITDA"		earnings before interest, taxes, depreciation and amortisation

"Effective"	in the context of the Offer: (i) if the Offer is implemented by way of the Scheme, the Scheme having become effective pursuant to its terms; or (ii) if the Offer is implemented by way of the Takeover Offer, the Takeover Offer having been declared or having become unconditional in all respects in accordance with the requirements of the Takeover Code
"Effective Date"	the date on which the Offer becomes Effective
"Election Return Time"	6.00 p.m. on the date of the Court Hearing, being the latest time for lodging a Form of Election or making an Electronic Election under the Mix and Match Facility
"Electronic Elections"	an election made in accordance with the Scheme in respect of the Mix and Match Facility by a Scheme Shareholder who holds UBM Shares in uncertificated form immediately prior to the Election Return Time
"Employee Share Plans"	the DSBP, the Global ShareMatch, the LTIP and the SIPs
"Enlarged Group"	the enlarged group following Completion comprising the Informa Group and the UBM Group
"ESPP"	the Informa 2017 US Employee Stock Purchase Plan
"EURIBOR"	the Euro Interbank Offered Rate
"Euroclear"	Euroclear UK & Ireland Limited
"Excluded Shares"	any UBM Shares beneficially owned by Informa or any subsidiary undertaking of Informa immediately prior to the Scheme Record Time
"Executive Directors"	the executive directors of Informa, being Stephen A. Carter CBE and Gareth Wright
"Existing Informa Shares"	the Informa Shares in issue as at the date of this document
"FCA"	the Financial Conduct Authority or its successor from time to time
"FCA Handbook"	the FCA's Handbook of rules and guidance as amended from time to time
"Final Informa Dividend"	the final dividend for Informa in respect of the year ended 31 December 2017, such dividend intended to be an amount of 13.80 pence per Informa Share
"Final UBM Dividend"	the final dividend for UBM in respect of the year ended 31 December 2017, such dividend intended to be an amount of 18.0 pence per UBM Share, or any interim dividend declared by UBM of the same amount to be paid in place of such final dividend
"Form of Election"	the form of election relating to the Mix and Match Facility sent to Scheme Shareholders who hold their Scheme Shares in certificated form
"FSMA"	the Financial Services and Markets Act 2000 (as amended from time to time)
"GAAP"	generally accepted accounting principles
"GAP"	the 2014-2017 Growth Acceleration Plan of the Informa Group

"Global ShareMatch"	the Informa ShareMatch Plan
"HKD"	means Hong Kong dollars, the lawful currency of Hong Kong
"IFRS"	international accounting standards and international financial reporting standards and interpretations thereof, approved or published by the International Accounting Standards Board and adopted by the European Union
"Informa" or "Company"	Informa PLC, a public limited company incorporated in England & Wales with registered number 08860726
"Informa 2015 Annual Report and Accounts"	the annual report and audited accounts of Informa for the year ended 31 December 2015
"Informa 2016 Annual Report and Accounts"	the annual report and audited accounts of Informa for the year ended 31 December 2016
"Informa 2017 Financial Statements"	Informa Group's consolidated financial statements for the year ended 31 December 2017
"Informa Audited Financial Statements"	collectively the Informa 2015 Annual Report and Accounts, the Informa 2016 Annual Report and Accounts and the Informa 2017 Financial Statements
"Informa Board"	the board of directors of Informa
"Informa Directors"	the directors of Informa at the date of this document, whose names are set out on page 42 of this document
"Informa General Meeting"	the general meeting of Informa to be held at 10:30 a.m. on 17 April 2018 at The Conrad London St James, 22-28 Broadway, London, SW1H 0BH (and any adjournment thereof) to be convened to consider and, if thought fit, approve the Resolution
"Informa General Meeting Notice"	the notice of the Informa General Meeting set out in the Circular
"Informa Group"	Informa and its subsidiary undertakings and, where the context permits, each of them
"Informa Share(s)"	the ordinary shares of 0.1 pence each in the capital of Informa
"Informa Shareholders"	holders of Informa Shares
"Informa USA"	Informa USA, Inc., a Massachusetts corporation and an indirect wholly-owned subsidiary of Informa
"Interim UBM Dividend"	any ordinary course interim dividend declared by UBM before the Effective Date, being a dividend of up to 8.2 pence per UBM Share with a record date in September 2018
"Jersey Companies Law"	means the Act
"Jersey Court" or "Court"	means the Royal Court of Jersey
"Last Practicable Date"	12 March 2018, being the latest practicable date prior to the publication of this document
"LIBOR"	the London Interbank Offered Rate
"Listing Rules"	the listing rules, made by the FCA under Part 6 FSMA, as amended from time to time

"London Stock Exchange"	the London Stock Exchange plc or its successor
"Long Stop Date"	31 December 2018
"LTIP"	the Informa 2014 Long-Term Incentive Plan
"Mix and Match Facility"	the facility under which Scheme Shareholders (other than Restricted Overseas Shareholders (as defined in the Scheme Document)) are entitled to elect to vary the proportions in which they receive New Informa Shares and cash as consideration pursuant to the Scheme
"MOFCOM"	the Chinese Ministry of Commerce
"New Informa Shares"	Informa ordinary shares of 0.1 pence each proposed to be issued credited as fully paid pursuant to the Offer
"Non-Executive Directors"	the non-executive directors of Informa at the date of this document, being Derek Mapp, Gareth Bullock, Helen Owers, Cindy Rose, Stephen Davidson, David Flaschen and John Rishton
"Offer"	the proposed acquisition by Informa of the entire issued and to be issued share capital of UBM (other than the Excluded Shares) by means of the Scheme or, should Informa so elect, subject to the terms of the Co-operation Agreement and subject to the consent of the Panel, by means of a Takeover Offer
"Offer Period"	the offer period (as defined by the Takeover Code) relating to UBM, which commenced on 16 January 2018
"Offer Price"	the consideration offered by Informa under the terms of the Offer in the form of 1.083 New Informa Shares and 163 pence in cash for each UBM Share
"Official List"	the Official List of the FCA
"Old Informa"	Informa Switzerland Limited (formerly known as Inform PLC), incorporated in Jersey with registered number 102786
"OMS"	UBM's Other Marketing Services segment
"organic revenue"	revenue on a constant currency basis after removing the effect of material acquisitions and disposals from the current and prior year
"Overseas Informa Shareholders"	Informa Shareholders with a registered address outside the United Kingdom or who are citizens or residents of countries outside the United Kingdom
"Panel"	the Panel on Takeovers and Mergers
"Penton" or "Penton Information Services"	Penton Business Media Holdings, Inc.
"Penton LLC"	Penton Business Media Holdings, LLC, a Delaware limited liability company (registered number 4011188) whose principal office is at 1166 Avenue of the Americas 10th floor, New York, NY 10036
"Penton Merger"	the merger of Informa Merger Sub with and into Penton, pursuant to which Penton became an indirect wholly owned subsidiary of Informa, in accordance with the Penton Merger Agreement

"Penton Merger Agreement"	the agreement and plan of merger entered into on 15 September 2016 between Informa, Informa USA, Greenwich Merger Sub, Penton and Penton LLC in relation to the Penton Merger
"Penton Prospectus"	the prospectus related to Informa dated 15 September 2016 in respect of the rights issue in connection with the Penton Merger
"PRA"	the UK Prudential Regulation Authority or its successors from time to time
"Proposed Directors"	the individuals who will become directors of the Enlarged Group following Completion, as set out in this document at Directors, Proposed Directors, Company Secretary, Registered Office and Advisers
"Prospectus"	this document
"Prospectus Rules"	the rules published by the FCA under section 73A of the FSMA
"Quantified Financial Benefits Statement"	the statement described as such and set out in Part XII (Quantified Financial Benefits Statement) of this document
"Registrar of Companies"	the registrar of companies in Jersey
"Registrars"	Computershare Investor Services PLC
"Regulation S"	Regulation S under the US Securities Act
"Regulations"	the Uncertificated Securities Regulations 2001 of the United Kingdom (SI 2001 No. 3755)
"Regulatory Information Service"	a regulatory information service as defined in the FCA Handbook
"relevant securities"	shall be construed in accordance with the Takeover Code
"Reporting Accountants"	Deloitte
"Resolution"	the resolution to be proposed at the Informa General Meeting, notice of which is set out in the Circular
"Restricted Jurisdiction(s)"	any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if the Offer is made in that jurisdiction, or information concerning the Offer is sent or made available to UBM Shareholders in that jurisdiction
"Rothschild"	N M Rothschild & Sons Limited
"Scheme"	the proposed scheme of arrangement under Article 125 of the Act between UBM and the Scheme Shareholders, with or subject to any modification, addition or condition approved or imposed by the Court and agreed by UBM and Informa
"Scheme Document"	the document sent to UBM Shareholders and persons with information rights containing, amongst other things, the full terms and conditions of the Scheme and notices convening the UBM Meetings
"Scheme Record Time"	the time and date specified in the Scheme Document, expected to be 6:00 p.m. on the day immediately before the Effective Date

"Scheme Shares"	all UBM Shares: (i) in issue at the date of the Scheme Document; (ii) (if any) issued after the date of the Scheme Document but before the Voting Record Time; and (iii) (if any) issued at or after the Voting Record Time and before the Scheme Record Time in respect of which the original or any subsequent holders thereof are, or shall have agreed in writing to be, bound by the Scheme, in each case other than the Excluded Shares
"SDRT"	stamp duty reserve tax
"SEC"	the United States government agency having primary responsibility for the enforcing of US Federal Securities laws and regulating the US Securities industry
"Secretary"	the Secretary of the Company from time to time
"SIPs"	the Informa PLC Investment Plan, the Informa 2009 Investment Plan and the Informa 2014 ShareMatch Plan
"Special Dividend"	a special dividend from UBM of an amount of 14.9454 pence per UBM Share, being the Final Informa Dividend multiplied by 1.083 (the number of New Informa Shares to be issued for each UBM Share)
"Special Resolution"	the special resolution proposed to be passed at the UBM General Meeting in connection with, inter alia, implementation of the Scheme and such other matters as may be necessary to implement the Scheme and the delisting of the UBM Shares
"Sponsor"	Barclays
"Standards"	the "Admission and Disclosure Standards" of the London Stock Exchange
"Statement of Investment Principles"	Statement of Investment Principles for the UBM Pension Scheme dated April 2017
"subsidiary", "subsidiary undertaking" and "undertaking"	shall be construed in accordance with the CA 2006
"Takeover Code"	the Takeover Code issued by the Panel, as amended from time to time
"Takeover Offer"	if, subject to the terms of the Co-operation Agreement and subject to the consent of the Panel, the Offer is implemented by way of a takeover offer as defined in Article 116 of the Act, the recommended offer to be made by or on behalf of Informa to acquire the entire issued and to be issued ordinary share capital of UBM (other than the Excluded Shares), and, where the context admits, any subsequent revision, variation, extension or renewal of such offer
"Term Facilities"	the Consideration Facility and the UBM Backstop Facility
"Term Facilities Agreement"	the term facilities agreement entered into by Informa and Informa Group Holdings Limited in respect of the Offer, as described in paragraph 17 of Part XI (Additional Information)
"UBM"	UBM plc, a public limited company incorporated in Jersey with registered number 100460

"UBM 2015 Annual Report and Accounts"	the annual report and audited accounts of UBM for the year ended 31 December 2015
"UBM 2015 Share Incentive Plan"	the UBM 2015 Share Incentive Plan known as "Sharebuild"
"UBM 2016 Annual Report and Accounts"	the annual report and audited accounts of UBM for the year ended 31 December 2016
"UBM 2017 Annual Report and Accounts"	the annual report and audited accounts of UBM for the year ended 31 December 2017
"UBM ADR Holder(s)"	holders of UBM ADRs
"UBM ADRs"	sponsored Level 1 American Depositary Receipts (or, as the context requires, the American Depositary Shares) of UBM for which the UBM Depositary acts as depositary
"UBM Annual Reports and Accounts"	collectively the UBM 2015 Annual Report and Accounts, the UBM 2016 Annual Report and Accounts, and the UBM 2017 Annual Report and Accounts
"UBM Backstop Facility"	the £400,000,000 and \$720,000,000 committed term loan facility under the Term Facilities Agreement
"UBM Board"	the board of directors of UBM
"UBM Bonds"	the \$350,000,000 bonds issued by UBM due November 2020
"UBM Deposit Agreement"	the deposit agreement dated 4 September 2012 between UBM and The Bank of New York Mellon
"UBM Depositary"	the Bank of New York Mellon, in its capacity as depositary for the UBM ADR programme
"UBM Directors"	the directors of UBM
"UBM Executive Directors"	the executive directors of UBM
"UBM General Meeting"	the general meeting of UBM Shareholders including any adjournments thereof (notice of which is set out in the Scheme Document), to be convened to consider and, if thought fit, pass, inter alia, the Special Resolution in relation to the Scheme
"UBM Group"	UBM and its subsidiary undertakings and where the context permits, each of them
"UBM Meetings"	the Court Meeting and the UBM General Meeting
"UBM RCF"	the £400,000,000 revolving credit facility agreement dated 22 April 2015 between, amongst others, UBM and Lloyds Bank plc as agent
"UBM Share Schemes"	the UBM 2014 Deferred Bonus Plan, the UBM 2014 Performance Share Plan, the UBM Executive Retention Plan, the UBM 2008 Sharesave Scheme, the UBM 2014 International Sharesave Plan, the UBM 2015 Share Incentive Plan, the UBM Bonus Investment Plan 2005 and the UBM 2008 Executive Share Option Scheme
"UBM Share(s)"	the ordinary shares of 11.25 pence each in the capital of UBM
"UBM Shareholder(s)"	holders of UBM Shares
"UBM US PP"	the \$370,000,000 US private placement notes issued by UBM consisting of (i) \$45,000,000 notes due June 2022,

	(ii) \$175,000,000 notes due June 2024, and (iii) \$150,000,000 notes due June 2027
"UK Corporate Governance Code"	the principles of good governance and code of best practice published by the Financial Reporting Council in April 2016 and which apply to financial reporting years beginning on or after 17 June 2016
"UK" or "United Kingdom"	United Kingdom of Great Britain and Northern Ireland
"UK Listing Authority"	the FCA (or any successor authority or authorities, as relevant), acting in its capacity as the competent authority for the purposes of Part VI of the FSMA
"underlying revenue"	this measure adopts an approach where year-on-year growth from material acquisitions is included in the calculation of underlying growth from the first day of ownership, as if we had owned the business in the corresponding period in the previous year. This measure of underlying growth also strips out the impact of any events phasing during the relevant period, the impact of any disposals and the impact of foreign exchange movements
"US" or "United States"	the United States of America
"US Exchange Act"	the United States Securities Exchange Act of 1934, as amended
"US Holder(s)"	means a holder of UBM Shares which is a US person as defined in Regulation S under the US Securities Act
"US Securities Act"	the US Securities Act of 1933, as amended and the rules and regulations promulgated thereunder
"VAT"	means: (i) within the EU, any tax imposed by any member state in conformity with the directive of the council of the European Union on the common system of value added tax (2006/112/EC); and (ii) outside the EU, any tax corresponding to, or substantially similar to, the common system of value added tax referred to in paragraph (i) of this definition
"Voting Record Time"	the time and date specified in the Scheme Document by reference to which entitlement to vote on the Scheme will be determined

All times referred to are London times unless otherwise stated.

Words importing the singular shall include the plural and vice versa, and words importing the masculine gender shall include the feminine or neutral genders.