Informa plc (INF) Earnings Call Transcript

Good morning, and thanks very much for taking the time to join us. It's been a busy few weeks, and it's certainly going to be a busy day today. So, I'm just going to take you through a short summary of what we've announced today, and then we'll throw it open to questions. I'm joined by Gareth and Richard, Gareth Wright, the Group CFO; and Richard Menzies-Gow, our Director of IR and Communications. The disclaimer, just in case you haven't seen it or read it, lays out the backdrop to what we're announcing today, which is 2 things and hopefully, a picture about the future of the Informa company. Our focus here is on growth and expansion and on international expansion. We're really announcing 2 things: one, that it's time to separate our growing, expanding and performing Academic business, Taylor & Francis, from the Informa Group, and I'll come back and talk about that. We are further expanding our position in B2B markets and in Live Events by the addition of the Clarion Events company to the Informa portfolio. And that will allow us an opportunity through that expanded portfolio to grow internationally. We're updating the market also just for the record on where we are on operating performance. Nothing has really changed since our Half-Year update. We continue to see a strong performance in the businesses around the world. So our guidance remains unchanged. We've got particular strength in the Americas and in Europe and in Asia. Our events after postponement and rescheduling in EMEA have returned. We've run nearly 20 brands in Abu Dhabi, in Dubai, in Riyadh and around the wider region. We have a portfolio scheduled through to the end of the year. Obviously, there are still circumstances in that region that one has to pay attention to, but I want to pay real testimony to our partners and indeed our colleagues in that region and our customers who are focusing on the day-to-day and what our businesses can provide to our customers in situations that perhaps in some circumstances, we wouldn't want. Post-the-Clarion acquisition, our live events business will step up its growth rate a bit. And certainly, as a separate company, the B2B business will click along at a higher growth rate. And that's part of our continuing focus in that business. Taylor & Francis, it's our intention now to look at a separate future for that business. That's a change, but one that has been asked and discussed many times over the years. The business itself is about 3x to 4x the size of what it was, certainly when I first started doing this job and considerably larger than when it joined the Informa Group nearly 20 years ago. But it's now time. It's a scale business. It's a fully credible and capable Open Access business. It's a more international business. We're building and deploying our own wholly operated and owned technology capability, and we see a much better future for that business independently, and we think there's an opportunity to do that in a measured way. Clarion -- well, Clarion is a business we know super-well. We've followed it for many years. We've watched its own development and scale. Lisa Hannant, the Chief Executive, over the last few years, has further developed that business, both in brands and categories and also in services and in value contribution to customers. It's earnings-accretive to the Informa company from the get-go going into 2027. And I'll unpick that a little in a second. But in summary, our announcement today is about further growth, more focus as a pure-play B2B business and a separate Academic business and further international expansion. What will the Informa company be once this is completed? The Clarion business will come into the Informa Group in early December, and the separation process for Taylor & Francis will run through the first half of 2027. It will make the remaining Informa company a focused, pure-play B2B group of scale and quality. Our Live Events revenue alone will be nearly $5 billion, just over GBP 4.2 billion, growing at about 7% annually. There'll be about 1,000 brands in that portfolio serving 40 markets and operating in 30 countries at scale. We'll have over 9 million attendees and nearly 0.25 million exhibitors globally, a powerful audience and data source for us as a business. We'll have at the other side of both of those decisions, real balance sheet strength and the business will delever through '27 to see us back down at around 2.5x regardless of what happens with the Taylor & Francis separation process. Geographically, particularly topical today, given the combination with Clarion, like us, a U.K-headquartered business with its history starting in the United Kingdom, but has become truly international, very similar to Informa. Actually, our U.K. operating presence will grow as a result of the combination with Clarion, but still for the combined company, it will be about 4% of our revenue. Biggest market by far, Americas, followed by EMEA and Continental Europe and then Asia and Australia, a truly international market-leading business headquartered and listed in the United Kingdom, but with an ambition for further growth. Quick touch on '26. We're continuing to see a steady to strong performance despite the challenging conditions that we've lived through and are living through in parts of the Middle East. We've had very strong performance in some key market categories. We were delighted to see our live events return at scale in the Middle East, and we've got comfortable visibility into Q4, both in terms of revenues booked and customer commitments. And therefore, we reaffirm our guidance both on the revenue line and on the earnings -- Adjusted Earnings growth for this year. To just touch a little bit on Taylor & Francis. This really has been the mainstay of the Informa company. For those people who followed our business over many years, it really was the thing that helped create what became Informa when it first combined with the historical Informa Conference and Business Publishing business. We've grown this business significantly over many years. And over the last 10-to-15 years, we've really focused on entering perhaps slightly late, but with focus when we did -- the Open Access market through a combination of acquisition and product development, diversifying the customer focus from the library and the institution to a wider group of researchers and funders -- further internationalizing the business. If you look at geographic source location for submissions, particularly in advanced learning in the Journals business and also building technology and service capability in order to offer both researchers and academics more dynamic, agile and real-time service capability. It's a very capable and credible business. It's operating now from a position of strength. In Penny Ladkin-Brand and the Management Team, we have a very credible Management Team of experience and depth and fresh perspective and ambition. And therefore, we think now is the time for us to engage publicly in public sight with people who may be interested in talking to us about the future of this business, and we'll do that in a measured way over the next 3 or 4 months, and then come back and update the market alongside our annual results in March of next year as to what we think the most effective route-to-separation is for that business. Our criteria for outcome will be what's the best thing for that business, what's the best thing for our authors, our researchers, our colleagues, our customers and what is the most sensible thing from the point of view of our shareholders who today own 100% of that business in the way in which we separate it. But our destination is this market. We set out 13, 14 years ago that we would build and buy our way into the B2B Live Event market at scale. We started with a very small portfolio of trade shows. Our history was in volume spot conferences, but we had a dozen or so brands, interesting brands in the trade show market of scale. And since then, we have built, we have bought, we have partnered, we've expanded, we've acquired. And today, we are adding the Clarion Events company, which I'm delighted to be able to confirm. We actually first had a conversation with the Clarion company back at the end of 2013, early 2014 when we were forming our own strategy. We saw this market. We thought there was an opportunity for someone to build a business of global scale. Clarion, similarly, was a U.K.-based business with a focus on this industry. We couldn't make that partnership work then, but here we are -- the rewards of patience. The Clarion business has changed itself beyond recognition over that period, much more international, much more diversified, much more focused in key market categories, and will be a very good complement to our own business. We're financing this through a combination of debt and equity. We launched a placing this morning to sit alongside the debt financing. That will see us sit below our 3x leverage limit and then the business will continue to delever through 2027. It will add a range of brands in a number of categories that we, as a company, are not in today to sit alongside our top 50 brands. They'll bring 8, what we call marquee and power brands into our top 50 brands. It will bring 30-plus brands into our category of brands that have over GBP 5 million of revenue or give a combined portfolio of 1,000 Live Event brands and over 100 Marquee & Power Brands. This is a world-leading portfolio of capability serving multiple industry categories in multiple geographies with brands of, in many cases, many years of longevity. And the genius of this business, of course, is to be the market brand and refresh that market brand, both in products and content in a way that keeps it live and vital for the customers that you are serving. Specifically, they have built a market-leading position in Electronics, in Defense & Security and in Gaming. All 3 of those are markets that are in growth. And then they also have an interesting position in Technology and in Energy, where we also have a portfolio, albeit operating in some other geographies. And the combination of their position in Technology and Energy with what we do really deepens our category position in those 2 categories. So we have market entry in Electronics, in Defense and Security and in Gaming, and we have a deepening of our market strength in Technology and Energy. All 5 of these are growth categories that have the features that we have sought to pursue as we've built and bought our business. International, large scale, a distributed supply chain, a variety of different manufacturers, high-margin end markets, growth and a distributed community of wholesalers, distributors, buyers, sellers for whom the trade show and associated services is a very compelling value proposition. Geographically, it further expands our business internationally. Yes, we're headquartered here in the United Kingdom. Yes, we are and will remain listed here in the United Kingdom, but we have built a truly international business, both in daily operation and in reach. America, no surprise, is our largest market. Asia and China and Hong Kong, in particular, is a Scale Market. Continental Europe is a big market, but actually really is an international set of brands hosted in Europe, not just dependent upon European revenues. And then our unique position in India, the Middle East and Africa, where we have built pretty much from scratch in Saudi Arabia, a market-leading position. We've expanded our historical start point in the United Arab Emirates through partnership there to create a very powerful Joint Venture. And we are the market leader in India, in Egypt, in Turkey and in Bahrain, and we are building out into Africa. The opportunity for us to take the Clarion brands into new geographic markets, we've laid out in our release today. It's part of the synergies that we can see, the revenue synergies. We've done that in our prior additions. We're very comfortable with our ability to do it and that there is market demand and market capacity. Looking at the growth characteristics of this combination, we can see significant operating synergies. As the Investors know, we've done this before. This is very much in line with what we achieved when we brought the Tarsus business into the Group. We brought the UBM business into the Group. We brought the Ascential business into the Group. And this is very focused. If there's any colleague in Clarion is looking at this and thinking this is code for job reduction. There will be some duplication and overlap in the center. But we are acquiring this business for growth and investment and expansion. And our focus really is on extracting synergies at the operating level through procurement, through supply, through expansion, through distribution, through efficiency, through technology, and where we can, removal of duplicate costs. But our primary focus is on the right-hand side of this slide, which is how do we drive growth. The Clarion business is actually growing at a faster rate than our own business today at the margin, but strongly. We want to continue that or improve it. We can see a route to doing that, partly through international expansion, partly through Geo-Cloning, partly through additional services, partly through pricing, partly through better yields. And importantly, this combined business will have a powerful audience. And this industry is moving from being a Sales-Led to a Marketing-Led business and a Space-Sale business to an audience-delivery business and expanding your audience and having the data around your Audiences profile, activity, and interest area is the future destination for the combined group. So Short-Term powerful operating cost synergies, Mid-Term revenue synergies. And over the period, the combination of those 2 things allows us to see earnings accretion from the get-go when we close in December. This business, we're acquiring it for just over GBP 2 billion, GBP 2.24 billion -- that is 11x the 2027 adjusted EBITDA. 2027 is in the jargon and up here for the Clarion business like our own; they have a series of biennials, which run in '27 and don't run in '26 or '28. Same is true in our business. If you bleed through the cost synergies, which we have a high degree of confidence in, and the revenue synergies, which we worked through based on our experience most recently of doing that post the Ascential acquisition, it's an 8x EBITDA acquisition. The financial profile, if you look at the '27 revenues, is just over GBP 575 million of revenue. Like our business -- our events business, it's a kind of 30% plus operating margin. And actually, their business is growing at just over 10%. About GBP 100 million of that revenue is biennial revenue. So, it's a kind of 20% uptick on 2026. But that gives us our first year of combination because we'll complete in December of this year; we will go into 2027 as one business. That will allow us to get into the launches and the geo-cloning activity in '27 for '28. And so, the move from '27 -- a biennial up year to '28 will be less of an adjustment than it might have been as a stand-alone business. And that, we think, in profit terms will allow us to continue the path to earnings growth. In financing terms, we're doing a placing today of just over 9% of our revenue. When I left the call before I came to this presentation, we had the book for that placing more than covered. We wall-crossed a series of our shareholders over the last 2 or 3 days. We have a single institutional large shareholder who is fully supporting the placing, and we have confidence that we will complete that placing in an efficient manner. We're very conscious that we're issuing equity. We do that with considerable thought on both returns and on Value Creation for our shareholders. We see a very straightforward path to de-levering down to -- back to 2.5x by the end of '27. As people who know our company well will know, we've been out of the acquisition game for 2.5 years to bed in the Ascential and Winsight acquisitions. We've largely completed that. We've been tracking the Clarion business for some time. And whilst the sequencing of this has required us to use equity as a part of the consideration, we think the end destination for our shareholders will be very value-enhancing, short-term earnings-accretive and long term, very value-enhancing as we emerge from the other side of separation of our education and Academic business to being a pure-play B2B business. And that, I think, will create much greater clarity in our equity proposition alongside our growth trajectory. What underpins that growth trajectory is what we've talked about to Shareholders for a few years now. How do we build and accelerate growth beyond simple more-physical expansion, although there is much of that going on in parts of the world? How do we do it by pricing more for value? How do we do it by increasing our penetration of markets we're in? How do we do greater geo-expansion? How do we maximize the available increase in capacity and supply? How do we drive more value for attendees, and therefore, for us? And then how do we sell and provide more services to our customers to amplify the value that brings them to our products and services in the first place? There's nothing about that stairway to heaven that does not apply to the Clarion business. Lisa and the team there have done much work on that. And we think, in combination, we can do more work on that. And in combination, we can do better work. And that, I think, will serve our customers, and therefore, our Shareholders extremely well. That, in a nutshell, is what we're announcing today. It's a big moment for our company. It's been a long time coming. We've been building this business for many years. We're very confident in the power of Live. We're very confident in the power of market leadership. We're very confident in the power of international expansion and revenue and geographic diversification to provide security for the ups and downs that happen in any diversified portfolio business. To the Shareholders who've committed to us already to participate in the placing, many thanks. To those who are considering it, please do. And to Clarion colleagues who may be watching, we very much look forward to working with you in the years ahead. And now we'll turn to questions.

[Operator Instructions] We will now take our first question from George Webb of Morgan Stanley.

A couple of questions from me around Clarion to start off with. Firstly, could you talk a little bit about how you think about the durability of Clarion's Underlying Growth? The release flags that around 10% growth rate into 2027. Is that a level, with the benefit of Revenue Synergies, that you think is perhaps sustainable in the mid-term? Or what are your assumptions there? And then secondly, with regards to the integration that Clarion will involve, -- you've seen many integrations over the past acquisitions over the past years. Where does Clarion fit in with that spectrum of difficulty or ease from your perspective?

Look, great questions. I'll take both of those. I think on the second one on integration, I mean, I'm never casual about it. I mean, we're having a conversation between the 2 of us and maybe a few others online, but there are 2,000 colleagues who work at Clarion. And today's announcement, on a human level, will, in some way, shape or form, change their professional lives. I believe for the better. And I think we've got evidence that, that is the case. If you are a committed event professional who sees this as a rewarding and stimulating way to earn a living, there is no better place to do it than inside Informa. We are more than committed to building the best business in the world that is in this industry, and we see value and expansion in innovation and creativity and career opportunity. That would be my message to Clarion colleagues. We're proud of the company we've built and bought here over the last few years. We've welcomed many colleagues, as you point to, from other companies. And I think most of them would say that, that process of integration is done with an eye on the financials because we're a business, but through a human lens. This is a People Business. It's a Talent Business, and we understand that and cherish it. My knowledge of the Clarion community, our conversations with Lisa, our reflection on what we've learned from other businesses is that the Clarion company and the Informa company will combine, I think, very smoothly. We have much in common stylistically. We have a similar operating approach. We're very focused on high-quality execution. We have many colleagues who know each other. We won't be assumptive, but I have a high degree of confidence that having done this 5 or 6 times that this combination will really hit the ground running and very effectively. On the growth rate, for our own growth assumptions, we've made some adjustments in our own minds about whether 10% is doable every year. Again, if a Clarion colleague is watching, feel free to make that 12%. But we think there's always some ups and downs, but we can see a path to the combined businesses having a very credible target of a 7% plus-or-minus recurring growth rate. And within that, there'll be some changes depending on which brands and which categories. But the fundamentals of this business, which is really what this chart speaks to, the future opportunities for growth are significant. And we, as the market leader, will be afforded some significant opportunities that are not presented to other people in market access, in brands, in audience knowledge and understanding, in our ability just simply on a percentage of revenues to invest in technology and data handling capability and in bringing new products to market. So I have real confidence in what we can do together on the Growth Agenda.

And we'll now take our next question from Annick Maas of Bernstein.

I have a few questions on synergies and then on Taylor & Francis. So firstly, on synergies, what proportion of cost synergies are already validated? And how many of your revenue synergy target really rely on new event launches? And maybe can you also give us some of the delivery dates of both these revenue-cost synergies and the proper cost synergies? That's my synergy question. The other one is on Taylor & Francis. Firstly, why do you acquire Clarion before selling off Taylor & Francis and not the other way around? And then just on Taylor & Francis, I think you said your criteria for selling it is Shareholders being happy. Can you maybe elaborate on this and also tell us how you plan to assess tax stranded costs and debt allocation here?

Okay. Well, I'll take the second question and maybe come to Gareth and possibly Richard, on the operating and revenue synergies. On timing, I mean, I wish we controlled everything, but we don't. And we've made these 2 announcements simultaneously for the purposes of transparency. But please take it as a fact because it is a truth that these are 2 coincidental processes. We, on a regular basis as a business, we've had this discussion with the markets many times, review the portfolio on a regular basis to see whether it continues to make sense both for the business itself and for Shareholders to be in the markets that we're in. And independently, the process that was reviewing our position in the Academic business was reaching an inexorable conclusion that, as I said in my opening remarks, it was time. The business was performing. It was capable. It was of a certain scale. In the competition for Capital Allocation, it was perhaps getting to a point, not at a point, but getting to a point whereby as the B2B business just got bigger and bigger and bigger, it would lose out in those discussions. And it was ready to be a standalone business. Separately, the owners of the Clarion business opened up a discussion in the first instance about the disposal of Clarion East, and it became clear to us that the most efficient way to drive maximum operating and revenue synergies, which Gareth will come on and talk about -- was actually to take the entirety of Clarion for a whole variety of reasons. And so the ordering effect was not within our control. But just to be clear, we will de-lever as a business post the acquisition of Clarion through '27. So to your point about selling the Taylor & Francis business, that may well be an outcome, but there may be other outcomes. The point we're making here is that it is ready to be a standalone business, and we are ready as the Informa Group to be a pure-play business and have a clearer and sharper equity proposition. And also from an operating point of view, partly to go to your question around operating performance and the prior question around growth, we think that will also enhance the single-mindedness of our operating performance. On operating and revenue synergies, the operating synergies, we're very confident on and they come as this chart lays out in a number of different buckets. On the revenue synergies, we're similarly confident, but they're a bit more phased. But Gareth, do you want to take those 2 questions?

Yes. On the revenue synergies, it's worth highlighting two particular elements, the international syndication of events and geo-adaptation. Basically very similar to what we did in the Ascential combination, taking the Money20/20 event to Riyadh. One of the great things about the portfolio that we're combining with today is it has a low footprint in the Middle East and therefore, giving us a lot of opportunity there. And then secondly, looking at new revenue streams through lead generation and digital services, very similar to what we're doing in One Informa in our existing business, rolling out that capability to the new portfolio of events that we're combining with. In terms of phasing, as the top right-hand corner of those 2 boxes show GBP 50 million of Operating Synergies and GBP 25 million of Revenue Synergies run rate by the end of 2029. We'd expect some benefit from those in 2027, but really the weighting is towards 2028. where we're at a kind of a fuller expression certainly the Operating Synergies. And then we'll have the full values there on the screen by 2029. So that's kind of how the phasing works, a bit in '27, but primarily coming through in '28.

And our next question comes from Charlie Muir-Sands of BNP Paribas.

Congratulations on this potential deal. Firstly, with respect to Clarion as an operator, I just wondered if you could phrase where you think that they are already ahead and/or behind Informa where you can learn from each other or leverage capabilities that they've developed that you don't have with respect to best practice and systems and so forth? Secondly, can you just clarify whether beyond the EBITDA, there are any minorities in the Clarion business? And thirdly, you're obviously mentioning aiming to close the deal by the end of December. So what confidence do you have that there are no antitrust issues with your acquisition.

Thanks for the questions. I mean on antitrust, we'll go through the processes, but there's no category overlap really to speak of. And the geographic distribution is such that in no market do we see a threshold issue or a competition issue. They do have some partnerships, and we are very familiar with that. That's a big part of our Operating Model. Obviously, this has been a confidential process, so we've not yet met the partners, but we have deep experience of working with partners, either Trade Association partners or, in many cases, government partners or venue partners. So, I think we feel very comfortable that we will be able to slot into those partnership models in a way that we understand, and we've done due diligence on the structures and the obligations that exist with those. Learn from each other. I hope so. I hope, and I'm not just saying this, I think all of my colleagues would verify this. We approach every combination we've done as a combination, even if we're the buyer. I'm deeply conscious that when we started on this journey, we were one of the smallest live event B2B trade show businesses in the world, and we've become a bit bigger than that. But we've done that by learning as we go. We brought fantastic colleagues into the company, fantastic leaders from businesses we brought into the company, many of whom are still with us. And I think the transfer of knowledge between additions has been powerful. And our commitment is we're building a world-leading business in what we do. We saw this market. We believe we could create a category leader. And then we could innovate on top of the base level trade show products and services. Clarion has started doing some of that, much like we have in other services. And we've looked with interest at what they're doing and vice versa. But I think it will be a very productive exchange of experiences and views, not least because they are servicing slightly different markets for us, slightly back to your competition point. And what you do for different end markets also teaches you different things about how to do it, and that's very additive. So, I think when I say the combination will be complementary, I mean that in a learning sense as much as in a financial sense.

I understand that, obviously, many of these trade shows you have the organizations you're working with. But just with respect to the financials, are you quoting on your acquisition multiple Informa's share of EBITDA after any kind of fees? Or is there actual minority interest below EBITDA that we should take into consideration in our valuation of this deal?

No and yes. In other words, none of our partners' profits or proceeds or revenue share is in our multiple calculations, but we're well-aware that there are in their P&L, and we've accounted for that in the way in which we've worked out our ROIC and our growth and our earnings accretion.

And we'll now take our next question from Ayush Ghosh of Barclays.