INM Annual Report 2011
INM Annual Report 2011
INM Annual Report 2011
key performance
IndIcators
558.0m
revenue
-10.9%
75.5m
operating profit
-8.6%
13.5%
operating margin
+30bps
426.8m
net debt
-9.9%
revenue (m)*
776.2
676.8
585.7
605.3
558.0
172.9
146.4
77.2
87.9
75.5
806.5
853.4
573.8
473.6
426.8
2007
2008
2009
2010
2011
2007
2008
2009
2010
2011
2007
2008
2009
2010
2011
* Underlying where used, shows the underlying trends by excluding the disposals of INM Outdoor South Africa in December 2009 and The Independent and Independent on Sunday titles in the UK in
April 2010, in order to properly assess the comparative performance. In addition, APN News & Media Limited (APN) was deconsolidated as at 31 December 2010 and APNs Revenue and Operating
Profit are not included in INMs Revenue and Operating Profit.
01
Contents
01 Corporate Profile
02 Chairmans Statement
03 Chief Executives Review
06 Financial Review
08 Operations Review: Island of Ireland
10 Operations Review: South Africa
12 Operations Review: Australasia
14 Corporate Social Responsibility
15 Environmental Sustainability Statement
16 Group Code of Ethics
17 Financial Statements
02
chaIrmans statement
This is my first letter to shareholders
following my appointment as Chairman
of INM in late 2011 on the retirement of my
predecessor Dr brian Hillery. While there
are many challenges facing the company
and our industry as a whole I look forward
to my tenure as Chairman of the Group and,
together with my fellow board members,
to providing valuable oversight and counsel
to the Groups management team, and
working collectively with them to navigate
through the difficult economic conditions
we find ourselves in.
James OsbOrne
ChAIRMAN
03
chIef executIves
revIew
overview
It has been another challenging year for
our industry and our full year performance
reflects the difficult macro-economic
conditions.
While the international press will rightly
record that Irelands economic prospects
appeared to have stabilised throughout
the year, consumer demand, and spending
has yet to return to the domestic economy
as austerity measures and the Eurozone
debt crisis, in particular, weighed heavily
on sentiment. General trading conditions
in south Africa were also subdued in the
year following the euphoria of hosting the
World Cup.
04
cost reduction
Our continuing focus on costs delivered an
underlying cost reduction of 21.6 million
in 2011. With the exception of newsprint
(prices up 30% in Island of Ireland since
July 2010) and distribution (due to heavy
fuel cost increases) we achieved savings
across all cost categories in 2011. That is
a credit to all our employees especially
against an underlying 6% rate of inflation
in south Africa. since year-end, senior
management have volunteered pay
cuts. At the same time, we continued to
appropriately balance our focus on cost
reduction with considered investment
in editorial, in marketing and in digital to
underpin our market-leading franchises.
digital Growth
We increased our underlying digital
revenues by 9.6% in 2011. Digital revenues
now account for 4% of Group advertising
revenues and 7% in the context of the Island
of Ireland. Our editorial websites performed
well, offsetting the weaker classified pillars
of property and jobs.
INM continues to carefully invest in this area
with that cost investment appropriately
calibrated to realistic revenue growth and
we continue to develop our offerings.
GrabOne.ie is a daily coupon site that we
launched in May 2011. since that time, we
have experienced rapid expansion and
after only ten months, we are already the
largest Irish-owned provider and now
in seven regions nationwide. GrabOne.ie
is 30% controlled by our associate
company, ApN which already has a
commanding lead in the New Zealand
market with GrabOne.co.nz.
CarsIreland.ie, in which INM has a 33.3%
shareholding, also showed encouraging
growth and the Group launched a new Irish
thank you
I want to thank all of our shareholders
for their support as we navigate through
challenging economic conditions. The INM
management team are wholly committed
to returning INM to sustainable growth
and delivering value for shareholders.
Although we face continuing challenges,
we are delivering on our strategic and
financial objectives, thanks to the tenacity
and commitment of our 2,900 employees
at INM. Our ability to deliver marketleading products to our customers, each
and every day, reflects their dedication,
their hard work and their inspiration across
the island of Ireland and south Africa.
shareholders should take comfort that we
continue to beat our competition, grow our
market-shares, reduce our costs and most
importantly, produce vibrant, informative
and attractive publications every day.
I would like to thank my predecessor,
Gavin OReilly, for his dedication and
commitment in leading the company
through a number of incredibly challenging
years, including successfully completing
the complex restructuring of the Group
in 2009. I wish him well in his future
endeavours.
05
METRO EDITION
IRELANDSBEST-SELLINGDAILYNEWSPAPER
FREE
INSIDE
20-PAGE
SPECIAL
SECTION
OBAMA
VISIT2011
OUR TOP WRITERS DIARMAID FERRITER, LIAM FAY, MARTINA DEVLIN, LISE HAND, EIMEAR NI BHRAONAIN AND NICOLA ANDERSON
Is fidir linn
Q Obama bids to lift the gloom by proclaiming Yes, we can in Irish
Q US president toasts his Offaly ancestry with a pint at his new local
outlook
Market conditions remain volatile and
uncertain and thus, it is difficult, at this early
stage, to predict the outcome for the 2012
full year. While weve seen some marginally
more encouraging trends, particularly in
Ireland, we have to assume that market
conditions will remain challenging for
remainder of the year. As such, we are
not anticipating any pick up in performance
in 2012.
That said, all of our publishing units are
profitable and all are generating cash and
as the economic cycle improves that will
deliver substantial operating leverage and
enhanced profitability for our shareholders.
vincent crOwley
GROUP ChIef exeCUtIve OffICeR
First Lady Michelle sips from a glass as Barack Obama toasts the people of Moneygall and Ireland with a pint of Guinness in his ancestral Co Offaly village yesterday. MAXWELLS
Recommended retail price of the Irish Independent
compact edition in ROI is 1.90
770791
684321
21
06
fInancIal revIew
07
financing
There was a significant reduction in the net
finance charge in 2011, down 14.6 million
(30.3%) to 33.6 million. This reduction was
primarily driven by the redemption of the
36 million pIK Note (which carried a 25%
coupon) in late 2010 and early 2011 and by
the reduced net debt levels in the Group.
Net Debt at 31 December 2011 was
426.8 million, down 46.8 million (9.9%)
on 2010. Net Debt to EbITDA (including
dividends received) stood at 4.2 times at
the end of 2011 (compared to 4.3 times at
the end of 2010). Net Debt has reduced by
more than 400 million (approx. 50%) over
the last three years and the focus remains
on further deleveraging.
subsequent to the year-end, the Group
agreed with its banks an amendment to
its financial covenants and scheduled
debt reductions, which provide the Group
with significant financial headroom for
the foreseeable future. INM expects to
refinance well in advance of the May 2014
debt maturity.
reported
summary
While 2011 was another challenging year,
INM reported a creditable performance
delivering an EbITDA, including dividends
received, of more than 102 million and
pre-exceptional operating profit of
75.5 million. We have continued to
reduce our Net Debt and delivered a 10%
or 47 million reduction in Net Debt in 2011.
Against a backdrop of rising input costs,
INM has also reduced underlying Operating
Costs by in excess of 21 million.
INM has a strong portfolio of marketleading titles and each of our publishing
units is profitable and cash generative. We
are committed to continued cost vigilance
and our focus is on maximising available
cash flow for continued debt paydown.
Dnal BuGGy
Dnal BuGGy
GROUP ChIef fINANCIAL OffICeR
2011
change
Revenue
558.0m
-10.9%
102.2m
-7.6%
75.5m
-8.6%
13.5%
+30bps
426.8m
-9.9%
08
operatIons revIew
Island of Ireland
the Island of Ireland division combines all of INMs operations in the North
and South of Ireland and is the largest media operation across the 32 counties.
All of the Groups titles are profitable.
nO. 1
nO. 2
NEWspApER pUbLIsHER
ACROss ALL sEGMENTs
REGIONAL pUbLIsHER
leaDinG GraBOne.ie
NEWs pORTAL
LARGEsT IRIsH-OWNED
ONLINE DEALs bUsINEss
WIN
A PRIVATE
DINNER FOR
20 COOKED
BY A CELEB
CHEF
TURN TO PAGE 72
FOR FULL DETAILS
FACTOR SPECIAL
day&night
319,000 readers
www.dayandnightmag.ie
FRIDAY 27 JANUARY 2012
Sand
Storm
Sunday Independent
LIFE
Sunday Independent
10 APRIL 2011
971,000
shortest inREADERS
the history of Northern
I NOW PRONOUNCE YOU HUSBAND AND STRIFE: TURN TO PAGES 4&5 FOR FULL STORY AND PICTURES
Burton at
odds with
cabinet over
new bailout
A SPECTACULAR DIVANA
PIPPA
FREE
INSIDE
20-PAGE
SPECIAL
SECTION
RONALD QUINLAN
OBAMA
VISIT2011
OUR TOP WRITERS DIARMAID FERRITER, LIAM FAY, MARTINA DEVLIN, LISE HAND, EIMEAR NI BHRAONAIN AND NICOLA ANDERSON
Is fidir linn
9 770791 687070
First Lady Michelle sips from a glass as Barack Obama toasts the people of Moneygall and Ireland with a pint of Guinness in his ancestral Co Offaly village yesterday. MAXWELLS
Recommended retail price of the Irish Independent
compact edition in ROI is 1.90
770791
684321
21
Revenue
Operating profit (pre-exceptionals)
Continued on Page 2
METRO EDITION
IRELANDSBEST-SELLINGDAILYNEWSPAPER
2011
CHANGE
363.4m
-8.9%
45.6m
-15.4%
02
THIS SECTION
Weather
4
Crossword
33
Worldwide
14
Comment
24
Obituaries
31
BUSINESS
News
1
Markets
2
Make Me Richer 4
CAO & Jobs
5
Shane Ross
8
Quinn 1m a year
family expenses
See Page 3
SPORT
Rugby
Soccer
GAA
Racing
Results
1-4
5-7
9
11
13
LIVING
The big read
Fashion
Relationships
Review
Diary
3
5
6
7
14
09
2011 review
Island of Ireland revenue of 363.4 million
was down 8.9% on 2010 in what continues
to be a very challenging economic
environment. The ongoing financial crisis
across the Eurozone and the continuation
of weak economic conditions across the
island of Ireland resulted in an 8.3 million
reduction in operating profits during
2011. In this challenging media landscape,
continued cost vigilance again insulated
the Group from a large percentage of the
revenue reduction, with costs down 27.4
million, or 7.9%, despite very significant
year-on-year newsprint price increases.
10
operatIons revIew
south afrIca
Digital revenues in South Africa enjoyed encouraging underlying revenue growth of
18.8% during 2011. During the year IOL also built nine new title sites, seven mobile sites
and iPad and iPhone news apps.
nO. 1
leaDinG
leaDinG
exPanDinG
NEWspApER pUbLIsHER
NEWs pORTAL
COMMUNITy NEWspApERs
DIGITAL bUsINEss
Revenue
Operating profit (pre-exceptionals)
2011
CHANGE
194.6m
-5.6%
37.6m
-13.6%
11
2011 review
The south African division reported
revenue of 194.6 million, which was down
5.6% on 2010. The revenue contraction
resulted from generally tough trading
conditions in a number of consumer led
sectors and the impact of strong once-off
advertising support received around the
hosting of the FIFA World Cup in 2010.
General business activity was hampered
by rising inflation and subdued consumer
spending. Operating profits of 37.6 million
declined by 5.9 million as a consequence
of the softer revenue climate coupled with
inflationary cost pushes.
Total operating costs remained tightly
contained and only increased by an
underlying 1.7%, despite overall inflation
running in excess of 6% for most of the
year. Cost pushes were encountered mostly
in payroll, utility costs, especially electricity
costs, which rose by 25% year-on-year,
and distribution costs relating to steeply
rising fuel prices. strict cost containment
measures and ongoing business
re-engineering initiatives, including
the closure and outsourcing of the Cape
Town printing operation, have resulted in
a permanent lowering of the operational
cost base.
Outsourcing of the Groups Cape Town
printing enabled the company to move
its printing to a more modern production
facility providing the Groups papers with
better quality, greater product flexibility,
more colour configurations, as well as
positive cost and efficiency improvements.
The closure of the printing plant further
enabled the Group to dispose of its
warehouse and main buildings, generating
proceeds of 9.3 million and additional
cost savings.
Circulation trends overall in south Africa
for 2011 remained soft and continued to
trend downwards, with the overall market
reflecting a further year-on-year decline
of around 6%. In this environment, INMs
circulation volumes (down 4.4%) held
slightly firmer than competitor titles,
leading to a drop in underlying circulation
revenue of 0.5% during 2011. Competitor
titles volumes were down approximately
7%. In line with overall domestic market
trends, the sales of most of the Groups
mature titles especially those on sale in
the afternoons and on saturdays were
either in line with or down year-on-year.
Inflationary cover price increases were
passed through on all titles towards the
latter part of the year.
Against the general circulation trend,
Isolezwe, the Groups Zulu language
newspaper, continued its strong growth
to 107,653 copies1 (up 7.2%) for 2011. Daily
readers of Isolezwe in 2011 were 834,0002.
The sunday edition (Isolezwe ngeSonto)
also grew strongly to an average in 2011
digital
Digital revenues, achieved through the
iol.co.za portal (IOL) and more than 40
subsidiary sites, enjoyed encouraging
underlying revenue growth of 18.8% during
2011. During the year IOL built nine new
title sites, seven mobile sites and ipad and
iphone news apps. IOL consolidated its
position as the second largest online news
portal in south Africa, providing average
monthly unique users of 2.1 million and
page impressions of 30.4 million which
was 7.2% up year-on-year. IOLs expanding
network of sites continued to build a strong
base for revenue growth and deepen the
penetration of the local advertising market.
12
operatIons revIew
australasIa
APN is the largest newspaper publisher in New Zealand, a leading regional publisher in
Australia and also the largest outdoor advertising and radio broadcaster in Australasia.
nO. 1
leaDinG
nO. 1
leaDinG
DAILy NEWspApER IN
NEW ZEALAND
REGIONAL NEWspApER
pUbLIsHER IN AUsTRALIA
AND NEW ZEALAND
OUTDOOR ADVERTIsER
RADIO OpERATOR
EIGHT-PAGE SOUVENIR WRAP-AROUND The royal marriage of Prince William and Catherine
sunshinecoastdaily.com.au
Price $2
Revenue*
Operating profit (pre-exceptionals)*
*As reported by APN.
2011
CHANGE
a$1072m
1.3%
a$166m
-18.2%
13
14
corporate socIal
responsIbIlIty
At INM, we recognise that the future success of our business is inextricably tied
to supporting the communities we serve.
15
envIronmental
sustaInabIlIty
At INM our policy is to apply creativity, integrity and commitment to all aspects of our
business. We are focussed on delivering continuous improvement in areas of environmental,
economic and social sustainability whilst minimising risks and ensuring compliance.
INM acknowledges that our activities have
impacts on the environment and we are
committed to identifying and minimising
negative impacts across all our international
operations.
16
Group code
of ethIcs
the sustainable development and growth of INM is based on respecting, developing
and fostering relationships with all our stakeholders. We are committed to acting in the
best interests of our stakeholders.
INM believes in full compliance with
both the spirit and letter of the law in the
countries in which we operate. Combining
good business with good ethics is a
principle that extends across all our markets
and underpins how we meet our corporate,
social and environmental responsibilities.
17
Financial StatementS
contents
18
19
Directors Biographies
22
29
Remuneration Report
35
Directors Report
40
42
43
44
45
46
47
48
50
51
18
advisors
Solicitors
remuneration committee
registrars
audit committee
McCann FitzGerald
Matheson Ormsby Prentice
Freshfields Bruckhaus Deringer
Statutory auditors
PricewaterhouseCoopers, Dublin
Principal Bankers
19
DirectorS BioGraPhieS
chairman & executive Directors
J osborne, Ba(moD) tcD
chairman
Age
First Elected to Board
62
2011
Nationality
Irish
INM Committee: Member of the Nomination and Corporate Governance Committee (appointed November 2011)
Directorships/Experience: J Osborne was appointed non-executive Chairman on 24 October 2011. After qualifying as
a lawyer he joined A&L Goodbody in 1973 as a solicitor. In 1979 he was asked to open Goodbodys office in New York.
After two years in New York, where he established the firms US presence and its position in the cross Atlantic market,
he was appointed Managing Partner and he led the firm from 1982 until 1994. Since 1994 he has served on the Board
of numerous publicly listed Irish organisations in the financial, food and agribusiness, consumer goods, health and
heavy industry sectors. He has acted as an advisor to a number of Irish and international organisations. He has
worked with several large corporations on their M&A and financing issues and he has assisted a number of smaller
emerging companies with their growth strategies. He joined the Board of Ryanair Holdings in 1996 and he is currently
their Senior Independent Director; he worked on the flotation of Ryanair in London, New York, and Dublin. He is
currently the Chairman of Centric Health and Eason & Son Ltd, serves on the Board of James Hardie Industries,
was formerly Chairman of Heineken Ireland and Newcourt Group and has held non-executive directorships at Bank of
Ireland, Golden Vale plc, Adare plc and Carrolls Holdings plc. He brings a wealth of business experience to the Board
of INM and is the long-serving Senior Independent Director of a successful Irish plc, Ryanair.
57
2012
Nationality
Irish
Directorships/Experience: V Crowley was appointed a Director and Group Chief Executive Officer on 19 April 2012,
having been Group Chief Operating Officer since November 2009. He was previously Chief Executive of Independent
News & Media Ireland since 2002. He was Finance Director, and later Chief Executive, of APN News & Media Limited.
A chartered accountant, he joined the Group in 1990.
44
2002
Nationality
Re-elected
Irish
2011
Directorships/Experience: D Buggy is a chartered accountant and was appointed Chief Financial Officer in 2002.
He was previously Group Financial Controller, after having joined the Group in 1996 from PricewaterhouseCoopers
in Dublin.
20
72
2003
Nationality
Re-elected
British
2011
INM Committees: Member of the Nomination and Corporate Governance Committee (appointed in 2007), Chairman
of the Remuneration Committee (appointed in 2009) and Chairman of the Corporate Social Responsibility Committee
(appointed in 2008)
Directorships/Experience: After graduating from Oxford University, Baroness M Jay joined the BBC and began a
20 year career in broadcasting, primarily involved as a producer and journalist in news and current affairs. She was
appointed to the House of Lords in 1992 and became a Minister of State in the Department of Health in 1997. She later
became Leader of the House of Lords, Lord Privy Seal and Minister for Women. She was a founder Director of
The National AIDS Trust and Chair of the independent research organisation, The Overseas Development Institute.
She was appointed Senior Independent Director of INM in 2007. Baroness Jays two decades as a working frontline
journalist, followed by her continuing career in government and politics, gives her a unique and valuable perspective
in her role as Senior Independent Director.
63
2009
Nationality
Re-elected
German
2011
INM Committees: Chairman of the Audit Committee (appointed in 2009) and member of the Remuneration
Committee (appointed in 2010)
Directorships/Experience: L Lanz is Chief Financial Officer and Chief Operating Officer of Axel Springer AG Germanys
largest integrated media group. L Lanz studied Business Administration in Stuttgart and Berlin and completed his
course with a Master of Commerce. He initially worked in banking and in 1991 was a member of the Executive Board
at HSB HYPO Service-Bank AG, Munich. In 1996, he became CFO of ProSieben Media AG Germanys largest TV/
satellite operator and joined Axel Springer in 2009. His senior executive positions at the Axel Springer Group, with
its more than 230 newspapers and magazines, 80 online offerings and interests in television and radio, allow him to
bring extensive financial and media experience to bear on decisions made by the Board.
70
2003
Nationality
Re-elected
Irish
2011
INM Committees: Member of the Remuneration Committee (appointed in 2008), Chairman of the Nomination and
Corporate Governance Committee (appointed in 2011) and member of the Audit Committee (appointed in 2012)
Directorships/Experience: F Murray is a former Government Secretary (1993-2000). He is a Commissioner of
The Independent Commission for the Location of Victims Remains. He is former Chairman of the Department
of Foreign Affairs Appointments Committee and Chairman of the Institute of Public Administrations Education
Committee. He is a Director of the Military Heritage of Ireland Trust. He is a former Chairperson of the Public
Appointments Service. He is a former Independent Reviewer of Complaints for Chartered Accountants Ireland.
He brings the experience of a long and distinguished career at the highest levels in the public sector to the Board.
21
64
2011
Nationality
British
52
2009
Nationality
Re-elected
Irish
2011
Directorships/Experience: Since 1991 P Connolly has been Chairman of Connolly Corporate Finance Ltd., a Dublin and
New York based corporate finance advisory firm focused on the telecom, media and technology sectors. He was a
Director of Esat Telecommunications Limited (Esat Telecom), an Irish telecommunications company, from 1997 to
2000 and a Director of Digicel Limited, a Caribbean-based telecommunications company. He was Financial Controller
of Hibernia Meats Limited from 1987 through 1991, and prior to that worked with KPMG as an accountant from 1981 to
1987. He holds a Bachelor of Commerce degree from University College Dublin, Ireland and is a fellow of Chartered
Accountants Ireland. He is an experienced Director, with particular skills in the area of corporate finance, and serves
on a number of boards in diverse territories.
l Gaffney
Age
First Elected to Board
52
2009
Nationality
Re-elected
Irish
2011
INM Committee: Member of the Nomination and Corporate Governance Committee (appointed in 2009)
Directorships/Experience: L Gaffney is a founding Director of Digicel Group Limited, a Caribbean-based mobile
telecommunications company. She was formerly Chief Operating Officer at Esat Telecom and also held a number
of senior positions within that company. She has also held senior positions with the Irish Press Group plc and Bell
Advertising. She was appointed Chairperson of the steering committee of the National Action Plan Against Racism
by the Government of Ireland. She is currently Chairperson of Communicorp Group Limited Irelands largest,
independent radio broadcaster. She brings extensive industry experience to the Board of INM as a result of her
background in senior positions in print, broadcast and advertising companies.
22
Board committees
There are four Board Committees with formal terms of reference:
audit committee
The members of the Committee at 31 December 2011 were:
L Lanz (Chairman);
B Braun; and
F Murray.
F Murray retired from the Committee on 3 February 2012 and D Reid Scott was appointed on that date. B Braun resigned from the
Committee on 25 April 2012. F Murray was appointed to the Committee on 26 April 2012.
The role and responsibilities of the Committee are set out in the Committees Terms of Reference, copies of which are available from the
Company Secretary and on the Companys website at inmplc.com.
There were seven meetings of the Committee during the year and the attendance details of each of the members of the Committee are set
out on page 24 of this report.
The report from the Audit Committee for the year ended 31 December 2011 is set out on pages 27 to 28 of this report.
23
24
B Braun
L Buckley1
D Buggy
P Connolly
L Gaffney
Dr. B Hillery2
Baroness M Jay
L Lanz
B Mulroney3
F Murray
G OReilly
J Osborne4
D Reid Scott5
a
6
3
6
6
6
5
6
6
5
6
6
1
B
6
3
6
6
6
5
6
6
1
6
6
1
Board
attendance %
100%
100%
100%
100%
100%
100%
100%
100%
20%
100%
100%
100%
audit committee
a
B
7
6
remuneration
committee
a
B
1
1
1
1
nomination
and corporate
Governance
committee
a
B
3
7
6
7
7
6
7
3
4
3
4
Columns A indicate the number of meetings held during the period the Director was a member of the Board and/or Committee.
Columns B indicate the number of meetings attended during the period the Director was a member of the Board and/or Committee.
1.
2.
3.
4.
5.
L Buckley was not re-elected to the Board at the Annual General Meeting of the Company held on 3 June 2011.
Dr. B Hillery retired as Chairman and from the Board with effect from 24 October 2011.
B Mulroney was unable to attend a number of scheduled Board meetings during 2011 due to illness. B Mulroney received all
documentation for Board meetings and kept in close contact with the Chairman of the Board in relation thereto until his retirement
from the Board on 24 November 2011. B. Mulroney chaired and attended all meetings of the Nomination and Corporate Governance
Committee held during 2011 that he was eligible to attend. B Mulroney retired from the Committee on 25 August 2011.
J Osborne was appointed to the Board on 24 October 2011 and was elected Chairman on the same date.
D Reid Scott was appointed to the Board on 19 December 2011 and there were no Board meetings after that date in 2011.
non-executive Directors
Independent News & Media PLC aspires to the highest standard of corporate governance as a means of contributing to the continuing
performance of the business.
INM has fostered a culture of independent thinking and counsel among its Board members, and has worked assiduously to create the
balanced conditions of diversity of experience and tenure that have delivered sound judgement and direction to the executive Directors
of the Company. The Board believes that the wide variety of skills and experience, across many disciplines, of the non-executive Directors,
are of significant benefit to the Company and its shareholders.
Board Size and membership
INM currently has nine members of the Board comprising of the Chairman, two Executive Directors, four non-executive Directors whom
the Board considers and has deemed to be independent non-executive Directors and two non-executive Directors whom the Board does
not consider are independent non-executive Directors as they have material business interests with, and represent a major shareholder,
Denis OBrien.
The Boards current configuration and its balance as between independent and non-independent non-executive Directors limits the
ability to further reduce the size of the Board in order to remain in compliance with the requirement of the Code that at least half the Board,
excluding the Chairman, comprises of independent non-executive Directors.
During 2011, there were a number of changes to the composition of the Board. L Buckley was not re-elected as a Director of the
Company at the Companys AGM on 3 June. Dr. B Hillery retired as a Director and as Chairman on 24 October. J Osborne was appointed
as a non-executive Director on 24 October and was elected Chairman in succession to Dr. B Hillery. B Mulroney retired from the Board on
24 November. D Reid Scott was appointed to the Board on 19 December. Following these changes, five of the seven non-executive
Directors will have spent three years or less on the Board.
Since the year end, GK OReilly resigned from the Board with effect from the 19 April 2012. V Crowley was appointed to the Board
on 19 April 2012 and was also appointed Chief Executive Officer. B Braun resigned from the Board with effect from 25 April 2012.
As stated elsewhere in this report, Baroness M Jay is not offering herself for re-election at the AGM on 8 June 2012. The Nomination and
Corporate Governance Committee will consider suitable candidates for nomination as independent non-executive Director/Directors
to ensure compliance with the Code requirement that at least half of the Board, excluding the Chairman, comprises of independent
non-executive Directors.
Detailed biographical notes of all Directors appear on pages 19 to 21 of this report.
25
INM accepts these broad principles as a solid basis for determining independence in the first instance, whilst constantly assessing a
Directors contribution to the Board and its deliberations.
The Code provides that at least half of the Board, excluding the Chairman, should comprise non-executive Directors determined by the
Board to be independent. As part of its annual review of corporate governance for 2011, the Board has, following careful consideration and
detailed analysis, considered all of the relevant factors required by the Code in assessing the independence of Directors, and determined
that as at 31 December 2011 B Braun, Baroness M Jay, L Lanz, F Murray and D Reid Scott were independent non-executive Directors.
The Board has determined that as at 31 December 2011, P Connolly and L Gaffney were not independent non-executive Directors, as they
represent and have material business interests/relationships with a major shareholder, Denis OBrien.
Notwithstanding the existence of two non-independent non-executive Directors, the Company was compliant with the provisions of the
Code in relation to the requirement that at least half the Board, excluding the Chairman, comprise of independent non-executive Directors.
Board appointments and Succession Planning
Responsibility for Board appointments and succession planning falls within the scope of the full Board, with recommendations from the
Groups Nomination and Corporate Governance Committee as appropriate.
information and Professional Development
Newly appointed non-executive Directors are provided with appropriate induction materials and are briefed on the Group, its operations,
corporate governance best practice and their duties as a Director. Arrangements are made to meet with senior management and site
visits are arranged. Non-executive Directors are entitled to obtain independent legal advice, if necessary, at the expense of the Company,
provided this is discussed in advance with the Company Secretary.
Performance evaluation
The Code requires that the Board should undertake a formal and rigorous annual evaluation of its own performance and that of its
Committees and individual Directors. The following steps were taken by the Company to ensure its self-evaluation process was as
robust and objective as possible. A Board Effectiveness Review Questionnaire, which was first developed by the Company in 2009,
was completed by each Director for 2011, with the exceptions of the Chairman, J Osborne, who was appointed on 24 October 2011 and
D Reid Scott, who was appointed on 19 December 2011. The Chairman then reviewed the completed questionnaire with each Director
individually as appropriate. The questionnaire, which has as its objective the assessment of whether each Director continues to contribute
effectively and to demonstrate commitment to the role (including commitment of time for Board and Committee meetings and any other
duties) together with assessment of the Board process and of collective Board strength, included the following areas:
Board Strategy;
Board Relations and Communications;
Board Administration and Composition;
Performances of Individual Directors; and
Board Committees Composition and Performance.
During the year, the Chairman and the non-executive Directors met without the executive Directors being present to review their
performance, specifically in relation to the implementation of the agreed strategy of the Board. As the current Chairman was only
appointed on 24 October 2011, his performance was not reviewed by the non-executive Directors during 2011.
In addition, as required under their respective terms of reference, the Nomination and Corporate Governance Committee reviewed its own
performance and terms of reference in order to identify and recommend any changes it considered necessary to the Board for approval
and the Audit Committee reviewed its terms of reference concerning the Committees role in the audit and financial management of the
Company and its own effectiveness in order to identify and submit any amendments to the Board for approval. No recommendations for
any such changes were made by either Committee in 2011.
The Board did not use an external facilitator for this evaluation during 2011. The Board recognises the advantage of periodic external
evaluation, which is now required at least every three years for FTSE 350 companies as set out in the Code, and the Board will review
its evaluation process during 2012.
26
Election
Election
Re-election
Re-election
Re-election
Election
Re-election
Re-election
Full biographical details of each of these Directors appear on pages 19 to 21 of this report.
F Murray will complete nine years service on the Board in August 2012. The Board considers that F Murray continues to be independent
and that the Board continues to benefit from his experience. Five of the six remaining non-executive Directors have less than three
years service on the Board, and the Board is satisfied that F Murrays continued presence on the Board is of considerable assistance to
the Board.
As shareholders will be aware, P Connolly, a non-executive Director initiated legal action against the Company in connection with an
agreement entered into with the former Chief Executive Officer of the Company who resigned on 19 April 2012. The Board considered
that this was not in the best interests of the Company and, accordingly, the Board is not supporting his decision to seek re-election to the
Board at the AGM on 8 June 2012.
The Board is fully satisfied that the Company greatly benefits from the diverse skill and broad commercial experience that other Directors
bring to the Company and, accordingly, with the exception of P Connolly, the Board recommends, as appropriate, the election and
re-election of the other Directors, comprising J Osborne, V Crowley, D Buggy, L Lanz, F Murray, D Reid Scott and L Gaffney.
Senior independent Director
The Board has appointed Baroness M Jay as the Senior Independent Director. Baroness M Jay is available to shareholders who may have
concerns that cannot be addressed through the Chairman, Chief Executive or Chief Financial Officer.
accountability and audit
Under Irish company law, the Directors are responsible for the preparation of the financial statements and these responsibilities are
outlined in detail under the heading Statement of Directors Responsibilities on pages 38 to 39.
internal control
The Directors acknowledge that they are responsible for the Groups systems of internal controls and for reviewing their effectiveness.
This review is carried out with the assistance of the Audit Committee.
An ongoing process, in accordance with the guidance of the Turnbull Committee on Internal Control, has been established for identifying,
evaluating and managing risks faced by the Group, and is reviewed regularly by the Board. This process was in place for the year ended
31 December 2011 and was also in place at the date of this report. The risk management process and systems of internal control are
designed to manage rather than eliminate the risk of failure to achieve the Groups strategic objectives. It should be recognised that such
systems can only provide reasonable and not absolute assurance against material misstatement or loss.
Risk assessment and evaluation take place as an integral part of the annual planning and budgeting process, the results of which are
reviewed by senior management and the Board. In addition to work performed by the Internal Audit function, a co-ordinated annual
programme of risk and control self-assessment is also carried out and the results of this are reported to the Audit Committee. This process
had regard to the material risks that could affect the Groups business. The Boards annual review of the effectiveness of internal control,
advised by the Audit Committee, has been based on that programme.
27
28
29
remUneration rePort
The Remuneration Committee is comprised of three independent non-executive Directors. The members of the Committee are:
Baroness M Jay (Chairman);
L Lanz; and
F Murray.
The Committee held one meeting during the year and all the members were present at that meeting.
The purpose of the Committee is to assist the Board in fulfilling its responsibilities to the Company and its shareholders by determining
and agreeing with the Board the framework of Board policy for the remuneration of the Companys Chief Executive, Chairman of the
Board, executive Directors and such other members of the executive management as it is designated to consider.
INMs record of long-term performance, operational consistency and a track record of executive retention are directly connected to how
the Company compensates its executive management. The Remuneration Committees ongoing work is designed to align the interests
of executive Directors with all shareholders and to give executive Directors the appropriate incentive to perform at the highest levels,
rewarding consistent, strong performance. A full copy of the terms of reference of the Committee is available from the Company Secretary
and on the Companys website at inmplc.com.
The Committees functions include:
determining the remuneration of the Chairman of the Board;
determining the remuneration of the Chief Executive;
determining, in consultation with the Chief Executive, the remuneration of the executive Directors and other members of the
executive management;
satisfying itself that remuneration is competitive so as to attract, retain and incentivise key personnel; and
advising on the share option scheme (or other share-based incentives), determining eligibility to participate therein and the granting
of options (or other share-based incentives).
The remuneration of non-executive Directors is determined by the Chairman of the Board and the executive Directors and is regularly
referenced to other media companies in its peer group. Such remuneration consists of a basic fee of 45,000 (2010: 45,000) payable to
each non-executive Director and additional fees are payable based on participation on Board sub-committees. There was no increase in
individual Director basic fees in 2011. Non-executive Directors emoluments are detailed on page 33.
total non-executive Directors emoluments amounted to 568,000 in 2011 (2010: 585,000).
Non-executive Directors of INM receive no additional remuneration from the Company apart from a Directors fee. Non-executive
Directors are not eligible to participate in the Groups share option scheme. None of the remuneration of the non-executive Directors is
performance related. Non-executive Directors fees are not pensionable and non-executive Directors are not eligible to join any Group
pension plan.
Remuneration for executive Directors consists of basic salary, potential for performance-related annual bonus (short-term incentive plan),
participation in a share option scheme (long-term incentive plan) as warranted, pension benefits and a company car. Executive Directors
do not receive any separate fees for serving as a Director of any Group company or of any company where the Director is nominated by
the Company. Executive Directors emoluments are detailed on page 32.
total executive Directors emoluments amounted to 1,423,000 in 2011 (2010: 1,683,000).
Basic Salary
Salaries for executive Directors are reviewed annually. In December 2008, the executive Directors voluntarily agreed to a 10% reduction in
their annual salaries with effect from 1 January 2009.
In December 2011, again in recognition of the ongoing challenging economic circumstances, the executive Directors agreed to accept
salary reductions of 5% from 1 January 2012.
1.
30
The following table details the awards payable under the STIP based on the financial assessment:
Financial achievement
Attainment of Target Operating Profit
At least equal to +2.5% over Target Operating Profit
At least equal to +5.0% over Target Operating Profit
At least equal to +7.5% over Target Operating Profit
At least equal to +10.0% over Target Operating Profit
The maximum bonus award under the STIP is therefore 75% of base salary, based on a minimum 10% over-achievement of the Target
Operating Profit.
(ii) In addition, an individual bonus payment of up to 25% (of base salary) may be payable to executive management based on their
individual performance, based on strategic objectives defined by the Chief Executive at the commencement of the trading year, in
conjunction with the Remuneration Committee. Such discretionary/individual performance criteria may relate to the achievement of
strategic initiatives (for example: project management, market share, etc.). However, no individual incentive payments will be payable
to any executive, if the Target Operating Profit performance is not achieved.
Any award under the STIP will be payable as soon as practical following the completion of the audit for the particular year. Executives who
leave the Group will not usually be entitled to any part of a STIP for that year. In total, the maximum bonus payment payable under the
STIP in any given year is 100% of basic annual salary.
There were no bonus payments under the STIP for the year ended 31 December 2011.
31
amount Vesting
0% vesting
50% to 100% vesting (pro rata)
amount Vesting
0% vesting
25% to 100% vesting (pro rata)
100% vesting
Notwithstanding that the Target Operating Profit and individual performance targets under the STIP, or the TSR and EPS conditions under
the LTIP, may be satisfied, the Remuneration Committee retains an overriding discretion to disallow the vesting of awards, in full or in part,
if in its opinion, the Companys underlying financial performance or total shareholder return, or both, has been unsatisfactory during the
relevant performance period.
There were no share options granted in 2011.
Pension Benefits
Pension benefits for executive Directors are based on basic salary only. The Company provides defined benefit or defined contribution
plans for executive Directors.
The Company currently operates a Defined Benefit pension scheme. Under the terms of the pension scheme executives accrue pension
entitlements of 1/60th of salary for each year of service with the Company up to a maximum of 40/60ths at age 65.
The rules of the pension scheme are currently being reviewed and the defined benefit pension benefits may be capped at a percentage of
existing basic salary and any further pension benefits may be provided by way of a defined contribution pension plan. Implementation of
a pension restructuring is delayed pending further clarification of recently announced Government policy in relation to pensions.
In addition, the Finance Act 2006 effectively introduced a cap on pension provision by imposing a substantial tax charge on pension
assets for individuals above a value of 5 million at 31 December 2005. The cap was subsequently reduced to 2.3 million with effect from
7 December 2010.
In view of this change, the Remuneration Committee reviewed the pension arrangements for executive Directors and the Committee
agreed to offer the executives the option of (a) continuing with the existing arrangements, or (b) entering a new arrangement by electing
to accept that the pension fund would be limited to the cap and instead receive a taxable non-pensionable payment to be agreed with the
Company, in lieu of further pension benefits.
32
2011
audited
total
000
2010
Audited
Total
000
Salary
000
Bonus
000
Benefits
in kind
000
750
444
27
25
101
76
878
545
1,036
647
1,194
52
177
1,423
1,195
54
434
1,683
executive Directors
GK OReilly2
DJ Buggy
1.
In 2011 the employer pension contribution was changed to reflect the normal cost of providing the current promised pension benefit
of 1/60th of salary for each year of service (2010 on the same basis would have been 156,000).
GK OReilly served as a non-executive Director of a number of companies during 2011 and he retained Directors fees totalling
30,543 in respect of these appointments. GK OReilly resigned as a Director and Chief Executive Officer with effect from 19 April
2012 and the Company paid GK OReilly 1,870,000 under the terms of a compromise agreement. V Crowley was appointed a
Director and Chief Executive Officer with effect from 19 April 2012.
transfer value
of the decrease in
accrued pension
000
2011
audited
total accrued
pension
000
2010
Audited
Total accrued
pension
000
GK OReilly
DJ Buggy
10
6
(7)
(4)
232
112
216
103
16
(11)
344
10
(1,418)
319
33
b
000
2011
audited
total
000
37
7
45
22
45
45
45
45
41
45
92
22
5
3
5
20
20
12
12
129
29
50
25
45
50
65
65
53
57
158
37
50
45
50
65
65
65
50
377
191
568
393
192
585
non-executive Directors
Dr. B Hillery (retired 24/10/11)
J Osborne (appointed 24/10/11)
B Braun
L Buckley (retired 02/06/11)
P Connolly
L Gaffney
Baroness M Jay
L Lanz
B Mulroney (retired 24/11/11)
F Murray
D Reid Scott (appointed 19/12/11)
a.
b.
2010
Audited
Total
000
Further information
Total Directors remuneration for the year amounted to 1,991,000, 568,000 for services as Directors of INM and 1,423,000 for other
services (2010: 2,268,000, 585,000 for services as Directors of INM and 1,683,000 for other services).
34
At 31 December
2010
375,388
129,330
64,285
142,857
142,857
3,590
3,114
375,388
129,330
64,285
142,857
142,857
3,590
3,114
861,421
861,421
25,292
25,292
Beneficial
J Osborne
GK OReilly1
DJ Buggy
B Braun
P Connolly
L Gaffney
L Lanz
Baroness M Jay
F Murray
D Reid Scott
Company Secretary
A Donagher
1.
GK OReilly resigned as a Director and Chief Executive Officer with effect from 19 April 2012. V Crowley was appointed a Director and
Chief Executive Officer with effect from 19 April 2012.
At 31 December
2010
20,000
20,000
Beneficial
GK OReilly*
* GK OReilly resigned as non-executive Chairman of APN News & Media Limited with effect from 19 April 2012.
interests in Share options:
The Executive Directors and the Company Secretary do not have any share options.
The market price of Ordinary Shares of 0.35 each was 0.21 at 31 December 2011 and ranged from 0.639 to 0.20 during the year.
Details of outstanding options in the Company are given in note 25 to the financial statements.
The Directors and Company Secretary and their families had no other beneficial interests in the shares of the Company or any subsidiary
undertaking of the Company at 31 December 2011, other than interests in Independent News & Media PLC and APN News & Media Limited
as noted above.
Full details of Directors shareholdings and options are included in the Register of Directors Interests.
Post Year end
There have been no changes in any of the above interests between 31 December 2011 and 25 April 2012 other than the following:
On 25 April 2012, J Osborne purchased 50,000 ordinary shares; and
On 25 April 2012, V Crowley purchased 150,000 ordinary shares and now holds 315,639 ordinary shares.
35
DirectorS rePort
The Directors have pleasure in submitting their report and financial statements for the year ended 31 December 2011.
Principal activities
The principal activities of the Group during 2011 continued to be the printing and publishing of national, metropolitan, provincial and
regional newspapers in Australia, the Island of Ireland, New Zealand and South Africa. The Group has leading radio operations in Australia
and New Zealand and leading outdoor advertising operations in Australia, New Zealand and South-East Asia. The Group also has online
operations across each of its principal markets.
36
37
Substantial Shareholdings
The Company has been notified by Denis OBrien that he held 22.00%, by Sir Anthony OReilly that he held 13.30%, by IIU Nominees Ltd
that it held 5.75%, by Investec Asset Management Ltd that it held 5.05%, by Marathon Asset Management LLP that it held 5.02% and by
Pioneer Asset Management that it held 3.02% of the issued Ordinary Share capital of the Company at 25 April 2012.
As far as the Board is aware, other than the shareholdings set out above, no person or corporation held 3% or more of the Ordinary Share
capital of the Company at 25 April 2012.
38
treasury Shares
The total number of shares held as Treasury Shares at 31 December 2011 was 5,597,077 (2010: 5,597,077).
Going concern
After making enquiries the Directors confirm that they have a reasonable expectation that the Group has adequate resources to continue
in operational existence for the foreseeable future. For this reason they continue to adopt the going concern basis in preparing the
financial statements. See note 1 of the financial statements for further information.
corporate Governance
During the year ended 31 December 2011, the Group was compliant with the Principles and Provisions of the UK Corporate Governance
Code June 2010 and the provisions of the Irish Corporate Governance Annex in relation to the membership of the Audit Committee and
the Remuneration Committee.
39
auditors
The Auditors, PricewaterhouseCoopers, will be re-appointed in accordance with Section 160(2) of the Companies Act, 1963.
on behalf of the Board
Vincent C Crowley
Dnal J Buggy
27 April 2012
40
41
42
558.0
operating profit/(loss)
75.5
20.1
558.0
626.4
(96.1)
(20.6)
82.6
(29.5)
(9.4)
2.9
2.9
1.3
(34.9)
1.4
(49.6)
1.4
(49.6)
(32.7)
626.4
49.9
4
1.3
(34.9)
62.0
(125.6)
(63.6)
37.3
(32.7)
4.6
(8.2)
30.8
22.6
(8.6)
8.8
0.2
53.8
(94.8)
(41.0)
28.7
85.9
(23.9)
21.2
4.8
107.1
53.8
(94.8)
(41.0)
114.6
(2.7)
111.9
Taxation (charge)/credit
0.4
54.2
(94.8)
0.4
(62.9)
4.6
(58.3)
(40.6)
51.7
1.9
53.6
12
(7.4c)
1.0c
9.6c
(7.4c)
10.6c
* Note 7.
** Discontinued operations: this represents the results of APN for 2010 which, under accounting standards, were deemed to be a
discontinued operation in 2010 even though INMs shareholding in APN remained unchanged at that time. With effect from 2011
onwards, INMs share of APNs results is reported as part of Share of Results of Associates and Joint Ventures. See note 26 for
further details.
43
(41.0)
111.9
(3.4)
(0.4)
189.6
(32.2)
3.6
(1.5)
(10.5)
0.5
(1.2)
(33.9)
178.4
(74.9)
290.3
attributable to:
Non-controlling interests
Equity holders of the parent
(0.4)
(74.5)
173.3
117.0
(74.9)
290.3
(74.9)
116.6
173.7
(74.9)
290.3
Continuing operations
Discontinued operations
35
22
44
175.9
134.2
263.6
44.9
4.1
2.1
277.2
142.3
286.9
28.8
11.9
1.9
624.8
749.0
5.3
54.0
0.8
14.4
6.0
70.2
0.4
15.6
74.5
92.2
699.3
841.2
93.0
2.0
40.3
2.8
12.1
103.5
3.6
31.7
3.5
15.2
150.2
157.5
400.9
147.0
4.5
2.6
16.9
457.5
132.0
23.3
2.0
1.1
15.7
571.9
631.6
total liabilities
722.1
789.1
net (liabilities)/assets
(22.8)
52.1
194.6
680.2
(897.8)
194.6
685.2
(825.6)
(23.0)
54.2
current assets
Inventories
Trade and other receivables
Derivative financial instruments
Cash and cash equivalents
13
14
15
22
16
19
18
19
17
29
total assets
liabilities
current liabilities
Trade and other payables
Current income tax liabilities
Borrowings
Derivative financial instruments
Provisions for other liabilities and charges
non-current liabilities
Borrowings
Retirement benefit obligations
Deferred taxation liabilities
Other payables
Derivative financial instruments
Provisions for other liabilities and charges
equity
capital and reserves attributable to companys equity holders
Share capital
Other reserves
Retained losses
non-controlling interests
total equity
on behalf of the Board
Vincent C Crowley
Dnal J Buggy
20
20
23
17
21
23
35
22
17
21
24
0.2
(22.8)
(2.1)
52.1
45
At 31 December 2009
Profit for the year
Other comprehensive
income/(expense)
Issue of share capital
Issue of equity
non-controlling
interest
Share based payment
Deconsolidation of APN
Cancellation of
deferred shares
Dividends
non-controlling
interests
Share
capital
capital currency
option conversion redemption translation
reserve
reserve
reserve
reserve
m
m
m
m
Share
capital
m
Share
Premium
m
396.6
572.8
8.6
4.5
17.7
10.6
(219.7)
2.8
(1.3)
equity
noninterest of controlling
Parent
interests
m
m
other*
m
retained
losses
m
(189.4)
11.2
(849.5)
53.6
(45.2)
53.6
590.6
58.3
545.4
111.9
103.5
(10.8)
(29.3)
63.4
28.3
115.0
178.4
28.3
(0.2)
(46.5)
(0.3)
(0.4)
(0.6)
2.8
(48.1)
15.3
(748.3)
14.7
2.8
(796.4)
219.7
(33.0)
(33.0)
at 31 December 2010
194.6
583.4
10.1
4.5
219.7
54.2
(2.1)
52.1
(0.4)
(41.0)
0.3
at 31 December 2011
194.6
583.4
10.4
4.5
219.7
(132.6)
(3.8)
(136.4)
total
m
0.1
(825.6)
(40.6)
(40.6)
(28.6)
(33.9)
(33.9)
(3.0)
(3.0)
0.3
2.8
(0.2)
0.3
(0.1)
(0.1)
(1.5)
(1.4)
(897.8)
(23.0)
0.2
(22.8)
* 2011: Other of (1.4m) includes cash flow hedging reserve (2.0m) and available-for-sale financial assets reserve 0.6m. (2010: Other of
0.1m includes cash flow hedging reserve (4.2m) and available-for-sale financial assets reserve 4.3m).
46
549.4
579.2
591.0
3.9
903.1
9.2
594.9
912.3
1,144.3
1,491.5
468.2
456.7
total liabilities
468.2
456.7
net assets
676.1
1,034.8
current assets
Trade and other receivables
Cash and cash equivalents
19
29
total assets
liabilities
current liabilities
Trade and other payables
equity
capital and reserves attributable to companys equity holders
Share capital
Other reserves
Retained losses
total equity
20
24
194.6
841.7
(360.2)
676.1
194.6
863.8
(23.6)
1,034.8
47
Share
capital
m
Share
Premium
m
Share
option
reserve
m
capital
capital
nonconversion redemption Distributable
reserve
reserve
reserve
m
m
m
retained
losses
m
total
m
At 31 December 2009
Total comprehensive income
Issue of share capital
Share based payment
Cancellation of deferred shares
Transfer from capital reserve
396.6
17.7
(219.7)
566.1
10.6
7.1
2.8
4.5
219.7
99.4
(46.4)
(142.5)
72.5
46.4
931.2
72.5
28.3
2.8
at 31 December 2010
Total comprehensive expense
Share based payment
Transfer from capital reserve
194.6
576.7
9.9
0.3
4.5
219.7
53.0
(22.4)
(23.6)
(359.0)
22.4
1,034.8
(359.0)
0.3
at 31 December 2011
194.6
576.7
10.2
4.5
219.7
30.6
(360.2)
676.1
The share premium reserve, share option reserve, capital conversion reserve, capital redemption reserve and non-distributable reserve
total 841.7m (2010: 863.8m). The non-distributable reserve primarily relates to profits arising on the sale of assets to a Group company.
48
76.3
(5.6)
79.4
(22.5)
70.7
(12.8)
56.9
(23.2)
57.9
15.8
(4.1)
(2.8)
9.4
(0.4)
(0.2)
1.5
(0.2)
(0.5)
(0.1)
1.8
1.2
33.7
14.7
(4.5)
(3.1)
0.2
76.5
(0.3)
(2.4)
(0.1)
0.2
1.3
21.4
82.5
(30.6)
7.5
(54.0)
(1.0)
(0.1)
28.3
(44.6)
14.5
(135.7)
(0.8)
(0.1)
(78.2)
(138.4)
1.1
11.3
(0.5)
(22.2)
32.0
1.5
cash and cash equivalents and bank overdrafts at end of the year
11.9
11.3
49
11.9
11.3
173.3
(9.8)
163.5
(11.0)
152.5
(31.5)
(94.8)
26.2
20.6
1.8
(48.6)
total operations
cash and cash equivalents and bank overdrafts at end of the year
(note 29)
11.9
11.3
* Discontinued operations represent the net cash flows of APN in 2010 which, under accounting standards, were deemed to be a
discontinued operation in 2010 even though INMs shareholding in APN remained unchanged at the time APN was deemed to be
a discontinued operation. From 2011 onwards, APNs cash flows are not reported as part of INMs cash flows except INMs share of
APNs dividends paid which are reported as part of dividends received within Investing Activities. In 2010 as a result of the change in
accounting treatment from subsidiary to associate at 31 December 2010, separate cashflows have been presented for continuing and
discontinued operations. Dividends received from APN in 2010 have been shown as part of the Groups continuing cashflows within
Investing Activities and have been shown as an outflow under financing in APN discontinued operations. APN has been treated as
an associate with effect from 31 December 2010.
50
(0.5)
(1.1)
0.1
21.3
0.1
15.0
21.4
15.1
(26.2)
28.3
(0.4)
(13.1)
(23.8)
(26.2)
(9.0)
(5.3)
9.2
5.0
4.2
3.9
9.2
28
net (decrease)/increase in cash and cash equivalents and bank overdrafts in the year
Balance at beginning of the year
cash and cash equivalents and bank overdrafts at end of the year
29
51
accounting Policies
The significant accounting policies adopted by the Group are set out below. These policies have been consistently applied to
all the years presented, unless otherwise stated.
Basis of Preparation and Going concern
In accordance with EU Regulations, the Group financial statements for the year ended 31 December 2011 have been
prepared in accordance with EU adopted International Financial Reporting Standards (IFRS) and IFRIC interpretations,
and with those parts of the Companies Acts, 1963 to 2009, and Article 4 of the IAS Regulation, applicable to companies
reporting under IFRS.
The Group consolidated financial statements have been prepared on the going concern basis, which assumes that the Group
will continue to be able to meet its liabilities as they fall due for the foreseeable future.
The Groups Bank Debt Facilities (the Bank Facilities), which were entered into in 2009, based upon a 4 year maturity of
May 2014, contain certain covenant tests, which have to be assessed quarterly, relating to Debt to EBITDA, EBITDA to Net
Interest and Cashflow Cover. Amounts of 439.3m in respect of these Bank Facilities are included within borrowings (note 23)
at 31 December 2011. Failure of a covenant test would render the facilities in default and repayable on demand at the option of
the banks if an amendment or waiver is not granted by the banks in advance.
The Group was compliant with its banking covenants during 2011 and is budgeting to be both profitable and cash generative
in 2012.
Given the impact of the global financial crisis and the continued difficult trading conditions within which the Group is
currently operating, the Board has undertaken a detailed review of the Groups anticipated future results and working capital
requirements, and subsequently stress-tested these. These detailed, bottom-up financial forecasts have been prepared by,
and reviewed with, each of the Groups major business units. The extent of this review reflects the still-uncertain economic
outlook, and the weakness in advertising revenues experienced during 2011. The forecasts reflect key assumptions, based on
information available to the Directors at the time of approval of these financial statements, and include:
Detailed monthly forecasting by business for FY12, reflecting trends experienced up to the date of preparation; and
Future advertising revenues for FY13-FY14 based on regional managements assessment of trends across individual
regions and principal operating units.
The critical assumptions underlying the forecast were then stress-tested to ensure sufficient financial covenant headroom
exists to cope with a reasonable level of negative movement in the key assumptions.
Having completed this forecasting process, the Group sought the consent of its banks in early 2012 to amend the Bank
Facilities to provide for financial covenant headroom up to and including June 2013, and to reschedule 28m of the December
2012 facility reduction. All of the Groups banks have agreed to these amendments to the Bank Facilities. The Directors expect
that the Group will meet these amended covenants under the Bank Facilities and consider that there is sufficient liquidity
available to the Group for a period of at least one year from the date of approval of these financial statements.
Separately, with the engagement of all its banks, the Group is now considering its future refinancing requirements
(including the capital repayments falling due in June and December 2013 and relevant covenants for the period post
June 2013), with the ultimate objective of refinancing the Bank Facilities in advance of their scheduled maturity in May 2014.
The Group recognises that the current uncertain economic environment and the turmoil in financial markets gives rise to
a level of uncertainty with respect to the Groups ability to meet its future financial covenants and to continue to access
financing facilities on commercially acceptable terms.
While there can be no certainty that refinancing discussions with the banks will be successfully concluded, the Groups
banks remain supportive, with ongoing constructive discussions taking place as evidenced by the recent amendments.
The Directors are of the opinion that sufficient options and time are available to the Group to enable a satisfactory
refinancing of the Bank Facilities.
After making due enquiries, the Directors have a reasonable expectation that the Group and Company will be able to operate
within the terms and conditions of the Groups financing facilities and has and will have adequate resources to continue in
operational existence for the foreseeable future. For this reason, the Directors continue to adopt the going concern basis in
preparing this financial information.
historical cost convention
This financial information has been prepared on the historical cost basis and the measurement at fair value of certain
financial instruments.
52
Subsidiary undertakings are included in the financial statements from the date on which control over the operating
and financial policies is obtained and cease to be consolidated from the date on which control is transferred out of the
Group. Subsidiaries are all entities (including special purpose entities) over which the Group has the power to govern
the financial and operating policies. The existence and effect of potential voting rights that are currently exercisable or
convertible are considered when assessing whether the Group controls another entity. Control exists when the Group
has the power, directly or indirectly, to govern the financial and operating policies of an entity so as to obtain economic
benefits from its activities.
(ii) Non-controlling interests represent the proportion of the profit or loss and net assets of a subsidiary attributable to
equity interests that are not owned, directly or indirectly through subsidiaries, by the Parent Company. The Group
treats transactions with non-controlling interests as transactions with equity owners of the Group. For purchases from
non-controlling interests, the difference between any consideration paid and the relevant share acquired of the carrying
value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals to non-controlling interests are
also recorded in equity.
(iii) Share issue programmes by subsidiaries in which the Group does not participate can give rise to changes in the Groups
shareholding. Gains or losses arising from a dilution in the Groups shareholding from such transactions are recognised
in equity where there is no change of control. Any difference between consideration paid and the relevant share of net
assets acquired when purchases of non-controlling interests are made is also reflected in equity.
(iv) A discontinued operation is a component of an entity that either has been disposed of, or is classified as held for
sale, and:
(a) represents a separate major line of business or geographical area of operations; or
(b) is part of a single co-ordinated plan to dispose of a separate line of business or geographical area of operations.
Under accounting standard IAS 27 the change in accounting treatment from subsidiary undertaking to associate
undertaking resulted in APN being deemed to be a discontinued operation in 2010 even though INMs shareholding in
APN remained unchanged and no disposal of shares had taken place.
(v)
When the Group ceases to have control, any retained interest in the entity is re-measured to its fair value at the date
when control is lost, with the change in carrying amount recognised in profit or loss. The fair value is the initial carrying
amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial
asset. In addition, any amounts previously recognised in other comprehensive income in respect of that entity are
accounted for as if the Group had directly disposed of the related assets or liabilities. This may mean that amounts
previously recognised in other comprehensive income are reclassified to profit or loss.
53
40-100 years
3-25 years
4-6 years
The assets residual values and useful lives are reviewed, and adjusted if appropriate, at each Balance Sheet date.
Subsequent costs are included in the assets carrying amount or recognised as a separate asset, as appropriate, only when
it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be
measured reliably. All other repairs and maintenance are charged to the Income Statement during the financial year in which
they are incurred.
Borrowing costs directly attributable to the construction of property, plant and equipment are capitalised as part of the cost
of those assets.
54
Goodwill
Goodwill arising in respect of acquisitions completed prior to 1 January 2004 is included at its carrying amount as
recorded under Irish GAAP.
The Group recognises goodwill as of the acquisition date measured as the excess of (a) over (b) below:
(a)
(b) the net of the acquisition date amounts of the identifiable assets acquired and the liabilities assumed measured in
accordance with IFRS 3.
Goodwill acquired in a business combination is recognised as an asset and is allocated, from the acquisition date, to
the respective cash generating units (CGUs) or groups of cash generating units that are expected to benefit from the
business combination in which the goodwill arose. Goodwill is reviewed for impairment at least annually. Any impairment
is recognised immediately in the Income Statement and is not subsequently reversed. Goodwill on acquisition of
subsidiaries is included in intangible assets. Goodwill on acquisition of associates and joint ventures is included in
investments in associates and joint ventures. When calculating gains and losses on the disposal of an entity, the carrying
value of goodwill relating to that entity is included in the carrying amount of the entity sold.
If tax losses of a company acquired in a business combination are recognised in a period subsequent to the period in
which the business combination took place, then the Group recognises acquired deferred tax benefits that it realises
after the business combination as follows:
(a)
Acquired deferred tax benefits recognised within the measurement period that result from new information about
facts and circumstances that existed at the acquisition date shall be applied to reduce the carrying amount of any
goodwill related to that acquisition. If the carrying amount of that goodwill is zero, any remaining deferred tax
benefits shall be recognised in profit or loss.
(b) All other acquired deferred tax benefits realised shall be recognised in profit or loss (or, if IAS 12 requires, outside
profit or loss).
(ii) mastheads, radio licences, transit and electronic Systems and Brands
All references to radio licences, transit and electronic systems and brands relate to the period up to 31 December 2010.
As at 31 December 2010, following the deconsolidation of APN there are no radio licences, transit and electronic systems
and brands on the Group Balance Sheet. An intangible asset shall be recognised if, and only if, it is probable that the
expected future economic benefits that are attributable to the asset will flow to the entity and the cost of the asset can
be measured reliably.
Mastheads, radio licences, transit and electronic systems and brands are initially recorded at cost. Where these assets
have been acquired through a business combination, cost will be the fair value allocated in acquisition accounting.
55
56
Pension obligations
The Group operates a number of defined benefit and defined contribution plans, the assets of which are held in separate
trustee administered funds.
Defined contribution Plans
Contributions to defined contribution plans are recognised as an expense in the Income Statement as incurred.
Defined Benefit Plans
The pension costs relating to the Groups defined benefit pension schemes (both funded and unfunded schemes) are
assessed in accordance with the advice of independent qualified actuaries using the projected unit credit method.
In applying IAS 19 Employee Benefits, the Group has chosen the option to recognise all actuarial gains and losses in the
period that they occur. Such gains and losses are recognised in other comprehensive income.
The amount recognised in the Balance Sheet in respect of defined benefit pension plans is the present value of the
defined benefit obligation at the Balance Sheet date less the fair value of the plan assets.
The pension obligations are measured at the present value of the estimated future cash outflows, discounted using
interest rates of high quality corporate bonds in the currency in which the obligation is measured, which have terms to
maturity approximating the terms of the related liability. Plan assets are measured at bid values.
The amounts charged to the Income Statement in respect of defined benefit plans consist of current service cost,
interest cost (charged to operating profit), the expected return on any plan assets, the effect of any curtailments or
settlements and past service costs.
The Group recognises gains or losses on the curtailment or settlement of a defined benefit plan when the curtailment or
settlement occurs. The gain or loss on a curtailment or settlement comprises:
(a) any resulting change in the present value of the defined benefit obligation; and
(b) any resulting change in the fair value of the plan assets.
Past service costs (whether negative or positive) are recognised as an expense or as income over the average period
until the benefits vest, unless they are already vested, in which case the past service costs are recognised as either
income or an expense immediately.
Post-retirement medical aid
The Group also has post-retirement medical aid obligations in respect of certain employees. The expected costs of
these benefits are accrued over the period of employment, using the projected unit credit method and determined by
independent qualified actuaries.
57
58
59
60
assets and liabilities for each Balance Sheet presented are translated at the closing rate at the date of that
Balance Sheet;
(b) goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities
of the foreign entity and are translated at the closing rate;
(c)
income and expenses for each Income Statement are translated at average exchange rates; and
(d) all resulting exchange differences are recognised as a separate component of equity.
On consolidation, exchange differences arising from the translation of the net investment in foreign entities and of
borrowings and other currency instruments designated as hedges of such investments, are taken to equity. When the
Group disposes of its investment in a foreign entity, all cumulative exchange differences previously taken to equity are
recycled and booked as part of the gain or loss on disposal in the Income Statement.
Subsidiary Undertakings and intercompany loans
Shares in subsidiary undertakings are stated in the Parent Companys Balance Sheet at cost less provision for impairment.
Cost is adjusted to reflect changes in consideration arising from contingent consideration amendments. Intercompany loans
are payable on demand and are stated at cost less provision for impairment.
earnings Per Share
Basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average
number of ordinary shares outstanding during the year (excluding treasury shares). For diluted earnings per share, the
weighted average number of ordinary shares outstanding is adjusted to assume conversion of all potential dilutive options
over ordinary shares once the adjustment does not reduce a loss per share.
Basic and diluted earnings per share before exceptional items are presented in order to give a betterunderstanding of the
Groups financial performance.
non-current assets classified as held for Sale
The Group classifies a non-current asset (or disposal group) as held for sale if its carrying amount will be recovered principally
through a sale transaction rather than through continuing use. For this to be the case, the asset (or disposal group) must
be available for immediate sale in its present condition subject only to terms that are usual and customary for sales of such
assets (or disposal groups) and its sale must be highly probable.
critical Judgements in applying the Groups accounting Policies
The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting assumptions.
It also requires management to exercise its judgement in the process of applying the Groups accounting policies.
The areas requiring a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to
the consolidated financial statements, relate primarily to accounting for income taxes, deferred income tax, retirement benefit
obligations, indefinite life intangible assets and exceptional items.
61
Determination of Useful lives and assessment for impairment intangibles and other assets
Estimates of value in use or fair value are key judgemental estimates in the financial statements. A number of key
assumptions have been made as a basis for the impairment tests. In each case, these key assumptions have been made
by management reflecting past experience and are consistent with relevant external sources of information (see note 13
for further information).
An intangible asset shall be regarded by the Group as having an indefinite useful life when, based on an analysis of all
of the relevant factors, there is no foreseeable limit to the period over which the asset is expected to generate net cash
inflows for the entity. Based on an analysis of relevant factors (such as the actions of competitors and typical product
life cycles), most of the Groups mastheads are regarded as having an indefinite useful life. These mastheads are subject
to an annual impairment review at CGU level to identify whether the carrying amount exceeds the recoverable amount.
Deferred tax on indefinite life intangible assets is assessed on a sales basis.
62
3.
2010
Revenue
Cost of sales
Gross profit/(loss)
Distribution expenses
Administration expenses
Other operating expenses (net)*
operating profit/(loss)
* Exceptional items include impairment charges of 96.4m (2010: 53.1m).
exceptional
items
m
total
m
558.0
(302.6)
(6.0)
558.0
(308.6)
255.4
(72.7)
(54.9)
(52.3)
(6.0)
(7.4)
(82.7)
249.4
(72.7)
(62.3)
(135.0)
75.5
(96.1)
(20.6)
626.4
(341.1)
(4.6)
626.4
(345.7)
285.3
(79.2)
(66.6)
(56.9)
(4.6)
(0.3)
(12.9)
(14.9)
280.7
(79.5)
(79.5)
(71.8)
82.6
(32.7)
49.9
63
5.
2010
m
Finance income
Finance costs
(1.3)
34.9
(1.4)
49.6
33.6
48.2
2011
m
2010
m
224.7
162.2
171.1
256.2
180.8
189.4
558.0
626.4
revenue
An analysis of the Groups revenue for the year is as follows:
64
2010
m
7.6
3.3
90.2
32.3
7.1
51.0
101.1
90.4
5.0
95.8
8.5
5.0
104.3
Group
Profit/(loss) for the year has been arrived at after charging:
Depreciation, amortisation and impairment
Depreciation (note 14)
Amortisation (note 13)
Impairment/Accelerated Depreciation (note 13 and note 14)
2011
m
2010
m
0.2
0.7
0.3
0.7
0.2
0.1
0.2
0.1
1.2
1.3
In addition, fees were paid to PwC Ireland (statutory auditor to the Group) in respect of tax advisory services of 0.2m
(2010: 0.3m) and in respect of other non-audit services nil (2010: nil). Fees were paid to PwC (other network firms) in
respect of tax advisory services of 0.2m (2010: 0.1m) and in respect of other non-audit services of 0.1m (2010: 0.1m).
Fees paid to PwC network firms in respect of services provided to APN were 1.0m (2010: 0.9m) in respect of audit services,
0.1m (2010: 0.1m) in respect of other assurance services and 0.9m (2010: 0.7m) in respect of taxation advisory fees.
Fees of 0.3m (2010: 0.3m) were paid for audit services to APN other than to PwC.
During the year, the Company obtained audit services from the Groups auditors to the value of 33k (2010: 35k).
65
exceptional items
Exceptional items are those items of income and expense that the Group considers are material and/or of such a nature that
their separate disclosure is relevant to abetterunderstanding of the Groups financial performance.
2011
m
2010
m
(91.3)
(4.8)
(21.3)
(11.4)
(96.1)
(32.7)
(i)
(ii)
(iii)
(iv)
(29.5)
30.8
8.8
25.8
(94.8)
1.9
* Discontinued operations in 2010 represent the exceptional items (net of tax and non-controlling interest) in respect of APN
which, under accounting standards, were deemed to be a discontinued operation in 2010 even though INMs shareholding in
APN remained unchanged. From 2011 onwards, INMs share of APNs exceptionals is reported as part of Share of Results of
Associates and Joint Ventures.
(i)
2011
Primarily relates to the following:
(a)
2.
3.
4.
87.2m due to non-cash impairment charges on intangible assets in the Island of Ireland. This impairment is as
a result of a number of factors, including the impact of the global financial crisis and the prolonged economic
downturn in the Island of Ireland and the resulting impact of these on the expected recovery of the advertising
markets in the Island of Ireland (note 13);
3.0m due to non-cash impairment charges on certain property, plant and equipment in the Island of Ireland
(note 14);
4.2m non-cash impairment charge on available-for-sale financial asset investments (note 16); and
2.0m non-cash impairment charge on investments in and loans to associates and joint ventures (note 15 and
note 19).
(b) 3.9m non-cash deemed disposal loss on the Groups investment in APN;
(c)
7.5m gain on the disposal of property, plant and equipment in the Groups South African business; and
a 45.4m gain which arose on the disposal of the Groups 13.5% stake in Jagran Prakashan Limited (India);
(b) a 14.8m net loss on the Groups disposal of The Independent and The Independent on Sunday in the
United Kingdom;
(c)
53.1m due to a non-cash impairment/accelerated depreciation charge, arising on certain property, plant and
equipment, intangible assets and on loans to associates and joint ventures; and
66
(b) Onerous contracts of 9.1m, in respect of property, other assets across the Group and a contract entered into
with the London Independent in April 2010 on disposal of the Groups investment in that business which are now
onerous; and
(c)
a credit of 8.1m in respect of the Groups retirement benefit obligations arising on a curtailment gain of 6.9m in
South Africa and a negative past service cost of 1.2m in the Island of Ireland.
2010
Relates to restructuring charges (12.6m), a charge on the cancellation of share options previously granted to certain
employees (2.1m) and onerous contracts (11.2m) arising across the Group. It also includes a credit of 14.5m arising on
the Groups retirement benefit obligations.
(iii) 2011
Mainly relates to a non-cash impairment charge of 25.7m arising in APN News & Media Limited (APN) which primarily
relates to the New Zealand mastheads. This impairment is as a result of a number of factors, including the impact of the
Christchurch earthquakes on the New Zealand economy, the slower than expected recovery of the advertising markets
and the ongoing impacts of the global financial crisis. The remaining net cost of 3.8m mainly relates to restructuring
costs and asset write downs in APN and in the Star in Ireland.
(iv) 2010
Net gain of 21.2m (25.8m after non-controlling interests), comprises a fair value gain of 27.5m arising on the
deconsolidation of APN offset by 6.3m of exceptional items mainly relating to restructuring costs incurred within APN.
8.
taxation
2011
m
2010
m
Current tax
Deferred tax
Origination and reversal of temporary differences
Credit in respect of tax losses
Changes in tax rates
Over provision of current Corporation Tax in prior years
11.2
14.4
(2.0)
(29.6)
(1.1)
(1.1)
(10.7)
(0.6)
(2.4)
(0.9)
Taxation credit
(22.6)
(0.2)
67
taxation (continued)
The total tax charge for the year is different from the standard rate of Corporation Tax in Ireland of 12.5% (2010: 12.5%).
The differences are explained below:
2011
m
2010
(restated)*
m
(63.6)
9.4
4.6
(2.9)
(54.2)
1.7
(6.8)
0.2
1.6
(18.8)
2.2
(1.1)
0.3
3.7
(4.8)
1.4
(0.9)
0.2
(22.6)
(0.2)
Effects of:
Income/expense subject to higher rate of tax than Irish statutory rate
Exceptional items with a higher/lower tax effect than Irish statutory rate
Income/expense subject to lower rate of tax than Irish statutory rate
Adjustments to tax in respect of previous years
Other
* 2010 figures restated to show share of results of associates and joint ventures as a separate reconciling item.
The 29.6m deferred tax credit in respect of tax losses primarily represents the following:
1.
The recognition of trading tax losses that were previously unrecognised as they now meet the recognition criteria to be
brought on to the Groups Balance Sheet. The recognition of these trading losses is the primary reason for the increase in
the Groups deferred tax asset on the Groups Balance Sheet from 28.8m at 31/12/2010 to 44.9m at 31/12/2011; and
2.
The recognition of capital and other tax losses which now meet the criteria to be recognised. The recognition of these
tax losses in the Income Statement is the primary reason for the decrease in the deferred taxation liability from 23.3m
at 31/12/2010 to 4.5m at 31/12/2011, as these losses offset the deferred taxation liability that was previously recognised
on the Groups Balance Sheet under IAS 12 in respect of the Groups mastheads.
Within the total tax credit of 22.6m (2010: 0.2m), a net credit of 30.8m (2010: 8.8m) is classified as exceptional tax.
The exceptional tax credit primarily relates to the recognition of a deferred tax asset in relation to previously unrecognised
trading tax losses, the recognition of capital and other tax losses which reduce the deferred taxation liability on the Groups
Balance Sheet in relation to the Groups mastheads and a tax credit in relation to impairment charges with respect to
intangible assets. The Group has unrecognised tax losses as at 31 December 2011 of 66.0m which have a tax value of 16.5m.
tax effect on items in Statement of comprehensive income
2011
m
2010
m
3.6
0.5
0.1
3.6
0.6
68
employees
The average number of persons employed by the Group (including executive Directors) during the year was as follows:
2011
2010
2,834
6,487
1,032
403
2,834
7,922
2011
m
2010
m
99.6
7.8
2.9
0.3
334.5
9.4
10.8
2.8
110.6
357.5
10.
Segmental reporting
Segment information is presented on the same basis as that used for internal reporting purposes. Operating segments
are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker (CODM).
The CODM has been identified as the Board of Directors. The reportable segments based on the internal reporting
information provided are listed in the table on the following page. The key performance measure that is reviewed for these
segments is operating profit/(loss) before exceptional items. Exceptional items are reviewed at a level higher than these
operating segments and appear as a reconciling item from the key performance measure reviewed by the CODM to the
IFRS result. Finance income and expense, share of result of associates and joint ventures (with the exception of significant
associates which are separately considered) and taxation are reviewed and considered by the CODM at a Group level only.
The Groups subsidiaries operate in two geographical areas: Island of Ireland and South Africa. The Group previously operated
in the United Kingdom and this business was disposed of on 30 April 2010.
The components of the Group whose operating results are regularly reviewed by the CODM to make decisions about the
allocation of resources, and in performance assessment are contained in the table on the following page. The Groups
Australasian operations were previously reported to the Board of Directors as part of the Groups subsidiaries operations.
However, with effect from 31 December 2010, the Groups investment in APN is treated as an associate and the results are
reported to the CODM as part of the Groups share of results of associates and joint ventures. Thus the results of the Groups
Australasian operations for 2010 have been restated to reflect this on a consistent basis.
69
359.0
4.4
47.4
(1.8)
21.1
194.6
common/Unallocated
55.5
(1.6)
45.6
399.1
operating Profit/(loss)
(Before exceptional items)
2011
2011
2010
2010
(restated) (restated)
m
m
m
m
394.5
4.6
363.4
revenue
(3rd Party)
2011
2010
2010
(restated) (restated)
m
m
m
(5.3)
21.1
37.6
206.2
194.6
206.2
558.0
626.4
53.9
(5.3)
43.5
37.6
43.5
(7.7)
(9.5)
75.5
82.6
total
m
operating profit/(loss)
75.5
(96.1)
(20.6)
82.6
(32.7)
49.9
17.5
2.6
(28.2)
(1.3)
(10.7)
1.3
22.6
2.9
25.8
48.4
2.9
(33.6)
(48.2)
(33.6)
(48.2)
62.0
(125.6)
(63.6)
59.9
(6.9)
53.0
Taxation (charge)/credit
(8.2)
30.8
22.6
(8.6)
8.8
0.2
53.8
(94.8)
(41.0)
51.3
1.9
53.2
0.4
0.4
0.4
(40.6)
51.7
1.9
53.6
0.4
54.2
(94.8)
APNs revenues for the year ended 31 December 2011 were 754.5m (2010: 712.1m) and APNs operating profit before
exceptional items for the year ended 31 December 2011 was 121.0m (2010: 139.2m).
70
5.0
2.3
3.6
0.1
7.3
3.7
2.3
1.4
2.3
1.4
common/Unallocated
0.1
0.2
9.7
5.3
impairment
m
total
m
Depreciation amortisation
m
m
2011
Island of Ireland Publishing
Island of Ireland Non-Publishing*
6.5
0.1
2.9
90.2
99.6
0.1
6.6
2.9
90.2
99.7
0.9
0.4
1.3
0.9
0.4
1.3
common/Unallocated
0.1
0.1
7.6
3.3
90.2
101.1
2010 (restated)
Island of Ireland Publishing
Island of Ireland Non-Publishing*
7.0
0.2
3.3
44.4
54.7
0.2
7.2
3.3
44.4
54.9
1.4
0.6
6.6
8.6
1.4
0.6
6.6
8.6
common/Unallocated
0.1
0.1
8.7
3.9
51.0
63.6
71
12.
2011
m
2010
m
(40.6)
5.2
48.4
(40.6)
53.6
96.1
(30.8)
32.7
(8.8)
29.5
(21.2)
(4.6)
54.2
51.7
Profit before exceptional items attributable to the equity holders of the parent:
Continuing operations
Discontinued operations*
54.2
29.1
22.6
54.2
51.7
550,418,282
507,211,112
550,418,282
507,211,112
(7.4c)
1.0c
9.6c
Total
(7.4c)
10.6c
9.8c
5.7c
4.5c
Total
9.8c
10.2c
* The results of APN, under accounting standards, are required to be shown separately as they are deemed to be a
discontinued operation in 2010 even though INMs shareholding in APN remains unchanged. From 2011 onwards,
INMs share of APNs results is reported as part of Share of Results of Associates and Joint Ventures. See note 26 for
further details.
** The average number of shares outstanding for 2010 has been adjusted to reflect the share consolidation (on a
one-for-seven basis) which took place in June 2010.
72
13.
intangible assets
mastheads
m
Goodwill
m
Software
m
total
m
2011
Group
Cost
At 1 January 2011
Additions
Arising on acquisition (note 27)
Transfer (note 14)
Disposals
Exchange movements
473.1
(4.3)
18.3
2.1
33.4
2.8
(0.9)
(2.8)
(0.7)
524.8
2.8
2.1
(0.9)
(2.8)
(5.0)
At 31 December 2011
468.8
20.4
31.8
521.0
Accumulated Amortisation
and Impairment
At 1 January 2011
Disposals
Amortisation*
Impairment**
Exchange movements
(227.1)
(86.2)
(10.2)
(3.4)
(17.1)
2.7
(3.3)
(1.0)
0.5
(247.6)
2.7
(3.3)
(87.2)
(9.7)
At 31 December 2011
(323.5)
(3.4)
(18.2)
(345.1)
246.0
14.9
16.3
277.2
at 31 December 2011
145.3
17.0
13.6
175.9
73
transit and
electronic
Systems
m
Goodwill
m
Software
m
total
m
1,188.0
0.3
(71.3)
147.4
8.5
237.8
25.5
50.3
(8.5)
33.9
7.5
330.0
60.1
45.7
5.5
(2.7)
3.9
1,835.4
31.3
(74.0)
269.2
(799.8)
(305.1)
(41.4)
(371.8)
(19.0)
(1,537.1)
18.3
33.4
524.8
At 31 December 2010
473.1
Accumulated Amortisation
and Impairment
At 1 January 2010
Disposals
Amortisation*
Impairment**
Exchange movements
Transfer
Deconsolidation of APN
(note 26)
(266.5)
71.3
(38.7)
(11.5)
(0.9)
(10.8)
(1.7)
(2.2)
0.9
(124.3)
(0.9)
(19.4)
(24.9)
2.5
(5.4)
(1.6)
(3.0)
(426.5)
73.8
(7.1)
(41.2)
(36.1)
19.2
13.8
141.2
15.3
189.5
At 31 December 2010
(227.1)
(17.1)
(247.6)
921.5
227.0
33.9
205.7
20.8
1,408.9
at 31 December 2010
246.0
14.9
16.3
277.2
(3.4)
74
75
Goodwill
total
58.3m
Value in use
10.1%
1.9%
N/A
N/A
N/A
58.3m
N/A
N/A
N/A
9.2m
Value in use
11.9%
2.5%
9.2m
4.8m
Value in use
11.9%
2.5%
N/A
N/A
N/A
4.8m
3.3m
Value in use
11.9%
2.5%
N/A
N/A
N/A
3.3m
N/A
N/A
N/A
5.7m
Value in use
11.9%
2.5%
5.7m
N/A
N/A
N/A
2.1m
Value in use
11.9%
2.5%
2.1m
78.9m
Value in use
16.5%
4.3%
N/A
N/A
N/A
78.9m
145.3m
17.0m
162.3m
2011
island of ireland Belfast Publishing (net book amount)
Basis of recoverable amount
Discount rate applied
Long-term growth rate
island of ireland irish independent, Sunday independent &
evening herald (net book amount)
Basis of recoverable amount
Discount rate applied
Long-term growth rate
76
Goodwill
total
141.3m
Value in use
11.4%
1.9%
N/A
N/A
N/A
141.3m
N/A
N/A
N/A
9.2m
Value in use
11.5%
3.3%
9.2m
7.6m
Value in use
11.5%
3.3%
N/A
N/A
N/A
7.6m
3.3m
Value in use
11.5%
3.3%
N/A
N/A
N/A
3.3m
N/A
N/A
N/A
5.7m
Value in use
11.5%
3.3%
5.7m
93.8m
Value in use
16.6%
4.0%
N/A
N/A
N/A
93.8m
246.0m
14.9m
260.9m
2010
island of ireland Belfast Publishing (net book amount)
Basis of recoverable amount
Discount rate applied
Long-term growth rate
island of ireland irish independent, Sunday independent &
evening herald (net book amount)
Basis of recoverable amount
Discount rate applied
Long-term growth rate
During 2010 the businesses of Property News Limited and Belfast Telegraph Newspapers were merged to form a new CGU
Island of Ireland Belfast Publishing. This new CGU is the smallest identifiable group of assets that generates cash flows that
are largely independent of the cash flows from other assets or groups of assets.
The indefinite life intangibles net book amounts above are after booking impairment provisions of 86.2m (2010: 39.6m)
which have been included in exceptional items in the Income Statement.
Value in Use calculations
Where a value in use approach is used to assess the recoverable amount of the CGU, calculations use pre-tax cash flow
projections based on financial budgets/projections approved by management covering a five year period. Cash flows beyond
the five year period are extrapolated using the estimated growth rates stated above. The growth rate does not exceed the
long-term average growth rate for the country in which the CGU operates. The key assumptions used in determining the
value in use are:
77
Software
m
total
m
2011
Belfast Publishing
Irish Independent, Sunday Independent & Evening Herald
Sligo Champion
83.3
2.9
1.0
83.3
1.0
2.9
total
86.2
1.0
87.2
mastheads
m
Goodwill
m
Software
m
total
m
2010
Belfast Publishing
Irish Independent, Sunday Independent & Evening Herald
Sligo Champion
33.3
5.4
0.9
1.6
34.2
1.6
5.4
total
38.7
0.9
1.6
41.2
The impairment provision in 2011 is a result of the continued weak advertising conditions in the Island of Ireland.
78
79
Plant &
equipment
m
Vehicles
m
total
m
2011
Group
Cost
At 1 January 2011
Exchange movements
Additions
Transfer (note 13)
Disposals
70.5
(1.1)
0.9
(3.1)
196.3
(5.0)
3.4
0.9
(16.8)
3.2
(0.4)
0.5
(0.6)
270.0
(6.5)
4.8
0.9
(20.5)
At 31 December 2011
67.2
178.8
2.7
248.7
Accumulated Depreciation
and Impairment
At 1 January 2011
Disposals
Depreciation
Impairment*
Exchange movements
(17.9)
1.1
(1.3)
0.1
(107.4)
16.4
(6.0)
(3.0)
5.4
(2.4)
0.5
(0.3)
0.3
(127.7)
18.0
(7.6)
(3.0)
5.8
At 31 December 2011
(18.0)
(94.6)
(1.9)
(114.5)
52.6
88.9
0.8
142.3
at 31 December 2011
49.2
84.2
0.8
134.2
80
Plant &
equipment
m
Vehicles
m
total
m
116.8
9.9
0.2
(3.4)
(53.0)
520.6
75.7
16.3
(28.4)
(387.9)
3.4
0.9
0.7
(0.7)
(1.1)
640.8
86.5
17.2
(32.5)
(442.0)
70.5
196.3
3.2
270.0
Accumulated Depreciation
and Impairment
At 1 January 2010
Disposals
Depreciation
Impairment/Accelerated Depreciation*
Exchange movements
Deconsolidation of APN (note 26)
(21.6)
1.5
(2.1)
(1.5)
(1.8)
7.6
(277.8)
25.0
(29.7)
(8.3)
(48.5)
231.9
(2.4)
0.7
(0.5)
(0.7)
0.5
(301.8)
27.2
(32.3)
(9.8)
(51.0)
240.0
At 31 December 2010
(17.9)
(107.4)
(2.4)
(127.7)
95.2
242.8
1.0
339.0
at 31 December 2010
52.6
88.9
0.8
142.3
At 31 December 2010
* The Directors continually review the carrying value of property, plant and equipment and in 2011 wrote down 3.0m
(2010: 9.8m) of certain printing plant and equipment within other operating expenses in the Island of Ireland to its
recoverable amount. This impairment was driven by the downturn in the economy. This assessment was based on a value
in use basis. This testing involved determining the CGUs value in use and comparing this to the carrying amount of the
CGU. As the carrying value exceeded the value in use of the CGU, the asset was impaired and an impairment of 3.0m was
recognised. (In 2010 the impairment mainly arose in respect of plant and equipment in South Africa and Island of Ireland,
where certain printing plant and equipment were written down to their recoverable amount due to a reassessment of the
useful lives of the plant and equipment).
(i)
Included in property, plant and equipment are amounts in respect of land and buildings and computer equipment held
under finance leases by Group companies as follows:
2011
m
2010
m
0.8
(ii) No finance costs were capitalised within plant and equipment during 2011 or 2010.
(iii) Certain of the Groups Bank Facilities benefit from fixed and floating charges over certain assets held by material
subsidiaries, as defined in the Bank Facilities. Included in property, plant and equipment at 31 December 2011 are assets
with a net book value of 120.8m (2010: 125.8m) subject to such charges.
81
2010
m
Group
At 1 January
Disposals/transfer to available-for-sale financial assets (note 27)
Acquisitions
Share of results
Impairment*
Reversal of previous impairment
Dividends
Transfer to available-for-sale financial assets**
Deconsolidation of APN***
Loss arising from change in ownership interest
Share of other comprehensive income/(expense) of associates
Exchange movements
286.9
0.4
(9.4)
(1.5)
(15.8)
(4.2)
(0.4)
7.6
48.1
(23.7)
0.3
5.0
2.3
(5.7)
(1.2)
252.3
9.5
at 31 December****
263.6
286.9
In 2011 the carrying value of certain investments in associates and joint ventures were reduced to their recoverable
amount through the recognition of an impairment provision of 1.5m. This impairment provision was the result of the
impact of the economic downturn.
** Due to a reduction in the Groups shareholding from 20.0% to 10.3% in PT Mahaka Media Tbk.
*** Initial recognition in 2010 of APN as an associate at fair value of 283.7m, offset by deconsolidation of APN of 31.4m.
**** The closing balance primarily relates to the Groups 30.4% investment in APN. See note 26 for details of the carrying
value and impairment assessment relating to the Groups investment in APN.
(i)
carrying Value
263.1
0.5
286.4
0.5
263.6
286.9
289.2
(26.1)
285.5
0.9
263.1
286.4
1,594.2
(710.9)
1,826.7
(768.3)
Net assets
883.3
1,058.4
263.1
286.4
248.9
59.6
(10.0)
3.3
Associates
Joint ventures
(ii) associates
The Groups significant associates are listed in note 36 to the financial statements.
Cost of investment in associates
Share of post-acquisition results, net of dividends received
Summarised financial information in respect of the Groups associates is set out below:
Group
Total gross assets
Total gross liabilities
82
2011
m
2010
m
17.9
(17.3)
21.7
(20.0)
0.6
1.7
2.7
0.8
(2.8)
2.9
0.8
(3.0)
83
22.4
0.2
29.3
3.5
(32.8)
(0.8)
4.2
3.7
1.2
1.0
(20.0)
at 31 December 2010
11.9
Additions
Fair value movement (recognised in equity)
Impairment (note 7)
0.1
(3.7)
(4.2)
at 31 December 2011
4.1
* Due to a reduction in the Groups shareholding from 20.0% to 10.3% in PT Mahaka Media Tbk during 2010.
The Group has not designated any financial assets as held to maturity. The investments included above represent investments
in listed and unlisted equity securities that offer the Group the opportunity for return through dividend income and fair value
gains. They have no fixed maturity or coupon rate. The fair values are based on quoted market prices where available. While
these investments are classified as available-for-sale financial assets in accordance with IFRS, it is not currently the intention
of management to sell these assets.
Certain of the Groups available-for-sale financial assets comprise of equity instruments that do not have a quoted market
price in an active market and whose fair value cannot be reliably measured. Such unquoted instruments are measured at cost
less provision for impairment where required. The carrying value of such investments amounts to 1.2m at 31 December 2011
(2010: 4.5m).
The Group follows the guidance of IAS 39 to determine when an available-for-sale financial asset is impaired. This
determination requires significant judgement. In making this judgement the Group evaluates, among other things, the
duration and extent to which the fair value of an investment is less than cost. In 2011, the financial position of the Groups
investment in one of its unquoted investments deteriorated, which resulted in an impairment loss of 4.2m being recorded.
No impairment was recorded in 2010.
84
2011
Group
Forward foreign exchange contracts
Interest rate swaps
assets
m
liabilities
m
0.8
2.8
0.8
2.8
Analysed as:
Current
0.8
2.8
2010
Group
Forward foreign exchange contracts
Interest rate swaps
0.4
4.6
0.4
4.6
0.4
3.5
1.1
0.4
4.6
Analysed as:
Current
Non-Current
18.
inventories
Group
Raw materials
Work in progress
Finished goods
2011
m
2010
m
3.1
0.5
1.7
3.3
0.6
2.1
5.3
6.0
The amount of inventories recognised in the continuing business as an expense in 2011 was 64.9m (2010: 68.2m).
85
Group
Current
Trade receivables
Provision for impairment of trade receivables
Trade balances owed by joint ventures
Trade balances owed by associates
Prepayments and accrued income
Value added tax recoverable
Non-Current
Loans to joint ventures
Other
2011
m
2010
m
53.5
(6.1)
0.9
0.6
5.0
0.1
65.4
(7.8)
2.3
2.6
7.4
0.3
54.0
70.2
0.2
1.9
0.2
1.7
2.1
1.9
Loans to associates and joint ventures include an impairment provision booked in 2011 of 0.5m (2010: 2.1m).
company
Current
Loans owed by subsidiary undertakings
2011
m
2010
m
591.0
903.1
Loans owed by subsidiary undertakings include an impairment provision booked in 2011 of 342.3m (2010: nil).
20.
Group
Current
Trade payables
Trade balances owed to joint ventures
Trade balances owed to associates
Payables for taxation and social welfare
Accrued liabilities
Payables for taxation and social welfare included above are as follows:
Income tax deducted under PAYE
Other income tax deducted at source
Pay related social insurance
Value added tax payable
2011
m
2010
m
38.7
2.3
8.8
43.2
44.1
2.3
0.3
10.7
46.1
93.0
103.5
1.4
1.6
2.1
3.7
1.1
2.0
2.3
5.3
8.8
10.7
86
company
Current
Loans owed to subsidiary undertakings
Payables for taxation and social welfare
Accrued liabilities
Payables for taxation and social welfare included above are as follows:
Income tax deducted under PAYE
2011
m
2010
m
468.0
0.1
0.1
456.6
0.1
468.2
456.7
0.1
0.1
The Groups current income tax liability as disclosed on the Balance Sheet at 31 December 2011 was 2.0m (2010: 3.6m).
21.
other
Provisions
m
total
m
Group
At 1 January 2011
Discount unwinding
Income Statement charge
Utilised during year
Reclassification from trade and other payables
Exchange movements
22.3
0.2
12.6
(15.1)
2.6
0.5
8.6
4.7
(6.6)
(0.3)
(0.5)
30.9
0.2
17.3
(21.7)
2.3
at 31 December 2011
23.1
5.9
29.0
2011
m
2010
m
12.1
16.9
15.2
15.7
29.0
30.9
The restructuring charge incurred during the year primarily relates to the restructuring of operations across the Group
(includes onerous contracts in respect of property, other assets across the Group and a contract entered into with the London
Independent in April 2010 on the disposal of the Groups investment in that business which is now onerous see note 32)
and includes 2.5m (2010: 15.5m) in termination payments. Other provisions primarily includes provisions for holiday
entitlements and libel.
87
arising on
tax intangible
losses
assets
m
m
other
m
total
m
Group
At 1 January 2010
Charge/(credit) to Income Statement
Reclassification
Recognised in other comprehensive income*
Exchange movements
Deconsolidation of APN (note 26)
11.0
2.9
5.3
4.3
(18.9)
(18.8)
(2.6)
(0.5)
(1.7)
(18.3)
4.0
(0.2)
(3.5)
17.3
130.8
(11.9)
10.2
(109.7)
(11.1)
0.2
(5.1)
(3.7)
14.5
93.6
(7.4)
(0.5)
5.6
(96.8)
at 31 December 2010
Charge/(credit) to Income Statement
Recognised in other comprehensive income*
Exchange movements
4.6
(0.3)
(23.6)
2.8
(3.6)
1.5
(0.7)
(17.5)
(0.6)
19.4
(18.5)
(0.2)
(5.2)
0.5
1.0
(5.5)
(32.7)
(3.6)
1.4
at 31 December 2011
4.3
(22.9)
(18.8)
0.7
(3.7)
(40.4)
2011
m
2010
m
4.5
(44.9)
23.3
(28.8)
(40.4)
(5.5)
2.9
0.7
0.9
3.1
19.4
0.8
4.5
23.3
1.4
(22.9)
(18.8)
(4.6)
1.5
(23.6)
(0.7)
(6.0)
(44.9)
(28.8)
88
23.
Borrowings
2011
2011
2010
loans &
overdrafts
m
2011
Finance
lease
liabilities
m
total
m
Group
Repayable as follows:
Between one and two years
Between two and five years
More than five years
47.6
352.7
0.3
0.3
400.3
40.1
2010
Loans &
Overdrafts
m
2010
Finance
Lease
Liabilities
m
47.9
353.0
37.6
419.6
0.3
37.6
419.6
0.3
0.6
0.2
400.9
40.3
457.5
30.7
1.0
457.5
31.7
Total
m
Total borrowings
440.4
0.8
441.2
488.2
1.0
489.2
440.4
0.8
441.2
488.2
1.0
489.2
Total borrowings
440.4
0.8
441.2
488.2
1.0
489.2
(14.4)
(15.6)
Net debt
426.8
473.6
0.7
0.7
0.3
1.0
1.0
(0.2)
1.0
0.8
1.0
Finance lease liabilities above are secured over the related property, plant and equipment.
89
Borrowings (continued)
Undrawn Facilities
The Group has various borrowing facilities available to it. The undrawn facilities available to it at the year end in respect of
which all conditions precedent have been met at that date were as follows:
2011
m
2010
m
20.4
11.5
0.4
20.0
5.0
31.9
25.4
* As in the prior year certain material subsidiaries in the Group, as defined in the Bank Facilities, have granted fixed and
floating charges over certain Group assets in connection with the 2009 Bank Facilities. An Intercreditor Agreement also
exists in relation to these facilities. This agreement provides that, in a liquidation situation, all intergroup debt within those
companies which have signed up to the agreement is subordinated to the Bank Facilities until such time as this debt has
been discharged in full. All subsidiaries with materialintergroup debt within the Group have signed up to this Intercreditor
Agreement, with the exception of any Group company incorporated in South Africa.
24.
Share capital
2011
m
2010
m
230.3
230.3
230.3
230.3
194.6
194.6
2011
2010
The movement in the number of issued and fully paid ordinary shares was as follows:
At the beginning of the year
Share consolidation 1 for 7
Share placement
556,015,359 3,538,279,562
(3,032,811,053)
50,546,850
556,015,359
(5,597,077)
556,015,359
(5,597,077)
550,418,282
550,418,282
90
Basic options may be exercised between the third and tenth anniversary of grant, only if earnings per share growth
has increased over a period of three years in excess of 5% compound per annum over the percentage increase in
the Consumer PriceIndex; and
Super options may be exercised between the fifth and tenth anniversary of grant, only if earnings per share growth
has over a period of five years (i) increased in excess of 10% compound per annum over the percentage increase
in the Consumer Price Index, and (ii) increased to a greater extent than the earnings per share in respect of
corresponding periods of 75% of the companies quoted on the Irish Stock Exchange.
91
amount Vesting
0% vesting
50% to 100% vesting
(pro rata)
amount Vesting
0% vesting
25% to 100% vesting (pro rata)
100% vesting
The number of shares over which options may be granted may not exceed 10% of the Ordinary Shares of the Company in
issue. Details of the movements in share options outstanding during the year are as follows:
2011
number of
share
options
Outstanding at the beginning of the year
Share Consolidation 1 for 7
Restated balance
Forfeited/cancelled/lapsed during the year*
Outstanding at the end of the year
Exercisable at the end of the year
* 2011 includes 167,301 lapsed options (2010: 466,163).
2010
weighted
average
exercise
price
Number of
share
options
Weighted
average
exercise
price
2,518,478
6.136
68,499,065
(58,713,484)
1.352
2,518,478
(1,310,665)
6.136
9.343
9,785,581
(7,267,103)
9.485
10.645
1,207,813
2.655
2,518,478
6.136
4,770
8.144
458,271
8.571
92
1,029,508
144,234
34,071
1,207,813
26.
93
Subsidiary Undertaking
The Group acquired International House (an English language school) in December 2011. The assets and liabilities arising
from the acquisition were as follows:
Fair Value
m
acquirees
carrying
amount
m
0.6
(1.2)
0.4
0.3
0.7
(1.2)
0.4
(0.2)
0.2
2.1
1.9
The initial assignment of fair values to identifiable net assets acquired has been performed on a provisional basis with
any amendments to these fair values to be finalised within the 12 month timeframe from the dates of acquisition as
permitted under IFRS 3. The principal factor contributing to the recognition of goodwill on the business combination
entered into by the Group is the profitable nature of the acquired business and the realisation of cost savings and
synergies with existing Group entities. The acquisition during the period contributed 0.1m to revenues and had an
operating loss of 0.1m. Had the business combination effected during the year occurred at the beginning of the year,
total Group revenue for the 12 months would be 562.4m and total Group operating profit before exceptional items
would be 76.0m. The deferred consideration of 1.1m is the maximum amount payable and is contingent on the
acquired company reaching certain revenue targets in the period up to 31 December 2014.
(ii) associate
During 2010, the Group sold its remaining 13.5% investment in Jagran Prakashan Limited (India) (JPL).
Net assets disposed of were as follows:
2010
m
Book value of assets disposed (note 15)*
Amounts recycled from currency translation reserve
Profit arising on disposals**
23.7
5.1
45.4
Proceeds of disposals
74.2
Satisfied by:
Consideration received in cash
74.2
* Cost includes cost in associates and joint ventures and cost in available-for-sale financial assets prior to the disposal of
the Groups final stake in JPL.
** Includes fair value gain on the Groups sale of 5.7% of JPL which was held as an available-for-sale financial asset prior
to disposal.
94
(3.0)
2.8
Consideration
(0.2)
Disposal
2010
APN issued shares to some shareholders in lieu of dividend payments (i.e. scrip dividends) in 2010. INM did not take any
shares in lieu of dividends and as a result the Groups shareholding in APN fell from 32.2% to 31.6%. The deemed disposal
loss of 0.6m (including currency translation adjustments), included within equity in accordance with the provisions of
IAS 27 is the difference between the carrying value of the Groups share of net assets in APN, prior to dilution (32.2%),
and the assessment of the Groups share of net assets in APN after dilution (31.6%) having adjusted for the fair value of
the scrip dividends. The issue of shares by APN to some shareholders in lieu of dividend payments (i.e. scrip dividends)
in 2011 is reported under deemed disposal loss below.
Changes in INMs ownership interest in APN as a result of the above were as follows:
2010
m
Proceeds of share issue/scrip dividends issued
Reduction of equity interest of the parent
14.7
0.6
15.3
95
2011
m
2010
m
2010
m
continuing operations
operating profit before exceptional items
Depreciation/amortisation
Non-cash share option charge
Decrease in inventories
Decrease in short term and medium term receivables*
Decrease in short term and long term payables
Decrease in provisions
Retirement benefit obligations
Exceptional expenditure
cash generated from operations
Income tax paid
cash generated by operating activities
75.5
10.9
82.6
12.6
0.7
86.4
95.9
0.4
11.7
(6.4)
(12.0)
(3.8)
2.4
13.4
(25.9)
(4.3)
(2.1)
76.3
79.4
(5.6)
(22.5)
70.7
(12.8)
56.9
(23.2)
57.9
33.7
* Decrease in trade and other receivables on the Balance Sheet is mainly driven by tighter working capital management.
Within the Cash Flow Statement, proceeds from issuance of Ordinary Shares is net of costs of issuance of 1.0m in 2010.
96
2011
m
2010
m
2010
m
Discontinued operations
operating profit before exceptional items
Depreciation/amortisation
Decrease in inventories
Decrease in short term and medium term receivables
Decrease in short term and long term payables
Decrease in provisions
Retirement benefit obligations
139.2
26.8
166.0
0.8
9.0
(1.9)
(0.3)
(0.3)
173.3
(9.8)
163.5
(11.0)
152.5
company
loss Before interest, tax, Depreciation and amortisation
Increase in short term payables
(9.0)
8.5
(12.1)
11.0
(0.5)
(1.1)
97
2010
m
9.3
5.1
9.5
6.1
14.4
15.6
14.4
(2.5)
15.6
(4.3)
11.9
11.3
1.2
2.7
9.2
3.9
9.2
3.9
9.2
3.9
9.2
2011
m
2010
m
2.0
0.9
0.9
0.1
At end of year
2.0
1.9
Group
Cash at bank and in hand
Short term deposits
Cash and cash equivalents and bank overdrafts include the following for the purposes of the
cash flow statement:
Cash and cash equivalents*
Bank overdrafts
Cash and cash equivalents and bank overdrafts include the following for the purposes of the
cash flow statement:
Cash and cash equivalents
Bank overdrafts
30.
capital commitments
98
2011
m
2010
m
8.9
25.9
12.6
9.1
28.8
7.2
47.4
45.1
Non-cancellable operating lease commitments include assets subleased to third parties on which income of 0.4m was
received in 2011.
32.
2010
m
441.2
(14.4)
489.2
(15.6)
Net Debt
426.8
473.6
EBITDA*
102.2
110.6
4.18x
4.28x
* EBITDA comprises earnings before interest, tax, depreciation and amortisation, before exceptional items, of continuing
operations and includes dividends received from associates and joint ventures (including APN).
The Groups Bank Facilities, which were entered into in 2009, based upon a 4 year maturity extending into 2014, include
cash flow cover, interest cover, leverage and capital expenditure covenants as calculated under the Bank Facilities.
Non-compliance with financial covenants would give the relevant lenders the right to terminate facilities and demand early
repayment of any sums drawn thereunder, thus altering the maturity profile of the Groups debt and the Groups liquidity,
unless an amendment or waiver is granted in advance by the lenders. Calculations for financial covenants are completed for
twelve-month periods ending quarterly on 31 March, 30 June, 30 September and 31 December. During 2011 all the quarterly
financial covenant tests under the Groups Bank Facilities were met.
99
2011
m
2010
m
13.4
5.9
1.9
2.4
20.3
8.7
3.9
3.6
23.6
36.5
100
2010
m
7.8
1.8
(0.2)
(2.8)
(0.5)
12.7
8.5
(0.3)
(9.1)
1.7
(5.7)
6.1
7.8
The Groups other classes of financial assets do not contain impaired assets and are not past due other than the impairment
charges included in notes 16 and 19. The credit quality of financial assets that are neither past due nor impaired can be
assessed by reference to external credit ratings or to historical information about counterparty default rates. Based on the
credit history of these other assets, it is expected that these amounts will be received when due. The Groups maximum
exposure to credit risk in relation to financial assets (i.e. financial assets excluding available-for-sale financial assets and
prepayments) is 66.3m (2010: 80.7m).
company
There were no past due or impaired trade receivables in the Company Balance Sheet as at 31 December 2011 or
31 December 2010 other than the impairment charge included in note 19.
liquidity risk
Liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of funding through
an adequate amount of committed credit facilities and the ability to close out market positions. Management monitors the
adequacy of the Groups liquidity reserve (comprising undrawn borrowing facilities as detailed in note 23 and cash and cash
equivalents as detailed in note 29) against rolling cash flow forecasts. In addition the Groups liquidity risk management
policy involves monitoring Balance Sheet liquidity ratios against internal requirements and maintaining debt financing plans.
The influence of the global downturn has resulted in more restricted access to finance and credit markets are anticipated to
remain tight as long as the current uncertain economic environment prevails.
The following table analyses the Groups financial liabilities into relevant maturity groupings based on the remaining period
to contractual maturity at the Balance Sheet date. The amounts disclosed in the table are the contractual undiscounted
cash flows.
101
total
m
353.3*
8.9
9.9
0.7
0.4
93.0
442.7
22.5
2.8
55.5
2.6
78.8
(21.9)
372.8
(9.9)
0.4
619.1
(55.5)
143.4
56.9
362.9
0.4
563.6
2010
Trade and other payables
Borrowings (principal repayments)
Onerous contracts
Derivative financial instruments (net-settled)
Future finance charges
Other payables
103.5
32.3
6.2
3.5
29.9
38.2
4.6
1.1
28.5
2.0
420.5*
9.4
35.7
0.3
1.1
103.5
491.3
21.3
4.6
94.1
2.0
175.4
(29.9)
74.4
(28.5)
465.6
(35.7)
1.4
716.8
(94.1)
145.5
45.9
429.9
1.4
622.7
Group
2011
Trade and other payables
Borrowings (principal repayments)
Onerous contracts
Derivative financial instruments (net-settled)
Future finance charges
Other payables
Less future finance charges
<1 Year
m
1-2 Years
m
93.0
40.9
6.7
2.8
23.7
48.5
6.5
21.9
1.9
167.1
(23.7)
2-5 Years
m
* Primarily relates to 2014 of which 352.3m (2010: 419.9m) falls due under the Groups Bank Facilities.
<1 Year
m
1-2 Years
m
2-5 Years
m
>5 Years
m
total
m
2011
Trade and other payables
468.2
468.2
2010
Trade and other payables
456.7
456.7
company
102
103
Floating rate
Financial
liabilities*
m
Fixed rate
Financial
liabilities
m
non-interest
Bearing
Financial
liabilities
m
Fixed rate
Financial liabilities
weighted
weighted
average average time
effective
for which
total interest rate rate is Fixed
m
%
Years
Group
at 31 December 2011
Currency:
Euro
Stg
Other
439.3
1.1
0.8
52.0
19.7
26.7
491.3
20.8
27.5
9.0
2.7
440.4
0.8
98.4
539.6
9.0
2.7
at 31 December 2010
Currency:
Euro
Stg
Other
478.6
2.9
6.7
1.0
49.2
23.6
37.3
534.5
27.5
37.3
25.0
4.7
3.4
0.3
481.5
7.7
110.1
599.3
22.5
2.9
* The Group has entered into swaps to fix the interest rate on 382.8m of the floating rate financial liabilities up to
December 2012. Of the Groups gross borrowings of 441.2m (2010: 489.2m), 87% (2010: 80%) is at fixed
interest rates.
Interest on floating rate securities is based on national inter-bank rates in the relevant countries. In addition a margin
is applied to borrowings under the Groups Bank Facilities based on the Debt to EBITDA covenant level as at the most
recent quarter testing date. From 1st September 2012, the interest margin on the outstanding debt commitments under
the Bank Facilities will be increased by 1.0% per annum, increasing by a further 1.0% per annum every three months
thereafter. This increased margin will apply until a refinancing of the Bank Facilities is successfully completed which,
as outlined in note 1, is expected to be well in advance of their scheduled maturity in May 2014. An amendment fee of
25bps was incurred in connection with the amendments to the Bank Facilities agreed in early 2012.
Based on the outstanding net floating rate debt at 31 December 2011, a change in interest rates of +/-1% with all other
variables being constant would reduce/increase post-tax profits by 0.4m (2010: 0.8m).
The fixed rate debt shown in the table in 2010 includes a term loan in the amount of 6.7m drawn under the 2009 Bank
Facility, which carried a payment in kind coupon of 25 per cent. This facility was repaid in full in early 2011. Non-interest
bearing financial liabilities include trade and other payables, derivative financial instruments and other non-current
payables, which do not have pre-determined dates of repayment.
company
The Companys financial liabilities primarily comprise loans from subsidiary undertakings which are denominated in
Euro and are interest free. Based on the outstanding net floating rate debt (including cash and cash equivalents) at
31 December 2011, a change in interest rates of +/-1% with all other variables being constant would increase/reduce
post-tax profits by nil (2010: 0.1m).
104
Group
Currency:
Euro
Stg
Aus$
NZ$
SAR
Other
2011
m
2010
m
27.0
13.4
0.2
0.4
28.8
5.6
31.5
23.9
0.1
0.5
34.7
9.3
75.4
100.0
Included in the financial assets above are 39.4m (2010: 51.9m) which have been pledged as security against the
Groups Bank Facilities, as disclosed in note 23.
Cash and cash equivalents are placed on deposit at floating rates of interest with a maturity of 90 days or less.
The effective interest rates earned during the year on short-term bank deposits ranged from 1.5% to 5%. The Groups
other financial assets, including available-for-sale financial assets, trade and other receivables, loans to associates
and joint ventures and derivative financial instruments are generally non-interest bearing; in certain cases normal
agency discount terms are reduced and interest is charged at a rate of 1.5% per month where trade receivable balances
fall overdue.
company
The Companys closing cash and cash equivalents balance is denominated in Euro. The effective interest rates earned
during the year on short-term bank deposits ranged from 1.5% to 2.7%. All loans to subsidiary undertakings are
denominated in Euro and are interest free.
105
Stg
m
2011
Functional currency of Group operations
Euro
Stg
2010
Functional currency of Group operations
Euro
Stg
total
m
(1.0)
0.4
1.2
0.2
(0.4)
1.2
(1.0)
0.4
1.2
0.2
0.8
(1.2)
0.5
0.3
0.1
0.2
(0.6)
0.5
(1.2)
0.5
0.3
0.3
(0.1)
Net exchange losses of 0.4m (2010: gains of 0.3m) on monetary items have been recognised in the Income Statement.
(iv) Fair values of financial assets and financial liabilities
The fair values of quoted available-for-sale financial assets and derivative financial instruments are measured using
market values. The fair values of non-listed debt are measured by discounting cash flows at prevailing interest and
exchange rates. Unquoted available-for-sale financial assets whose fair values cannot be reliably measured are carried
at cost less provision for impairment where required. The carrying value of non-interest bearing financial assets and
financial liabilities and cash and cash equivalents approximates their fair values. The following is a comparison by
category of book values and fair values of the Groups and Companys financial assets and financial liabilities as at the
year end.
Book Value
2011
2010
m
m
Group
Financial assets
Available-for-sale financial assets
Derivative financial instruments
cash flow hedges
Loans and receivables (non-current)
Loans and receivables (current)
Cash and cash equivalents
Fair Value
2011
2010
m
m
4.1
11.9
4.1
11.9
0.8
2.1
54.0
14.4
0.4
1.9
70.2
15.6
0.8
2.1
54.0
14.4
0.4
1.9
70.2
15.6
75.4
100.0
75.4
100.0
Financial assets whose fair value could not be reliably measured amounted to nil (2010: 16.7m). In 2010 these financial
assets were derecognised, mainly due to the deconsolidation of APN.
106
company
Financial assets
Loans and receivables (current)*
Cash and cash equivalents
Financial liabilities
Trade and other payables
Fair Value
2011
2010
m
m
(441.2)
(489.2)
(441.2)
(489.2)
(2.8)
(2.6)
(93.0)
(4.6)
(2.0)
(103.5)
(2.8)
(2.6)
(93.0)
(4.6)
(2.0)
(103.5)
(539.6)
(599.3)
(539.6)
(599.3)
591.0
3.9
903.1
9.2
591.0
3.9
903.1
9.2
594.9
912.3
594.9
912.3
(468.2)
(456.7)
(468.2)
(456.7)
(468.2)
(456.7)
(468.2)
(456.7)
* Recoverability of amounts due from subsidiary undertakings has been determined by assessing future cash flows on a
basis which considers the key assumptions disclosed in notes 13 and 26.
The Group has adopted the following fair value measurement hierarchy in relation to its financial assets and financial
liabilities that are carried in the Balance Sheet at fair value as at the year end:
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2: inputs, other than quoted prices included within level 1, that are observable for the asset or liability either
directly (as prices) or indirectly (derived from prices); and
Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
The following table sets out the assets and liabilities that are measured at fair value on the Balance Sheet as at
31 December:
107
Group
2011
Financial assets
Available-for-sale financial assets
Derivative financial instruments
cash flow hedges
Financial liabilities
Derivative financial instruments
cash flow hedges
2010
Financial assets
Available-for-sale financial assets
Derivative financial instruments
cash flow hedges
Financial liabilities
Derivative financial instruments
cash flow hedges
level 1
m
level 2
m
level 3
m
total
m
2.9
2.9
0.8
0.8
2.9
0.8
3.7
(2.8)
(2.8)
7.4
7.4
0.4
0.4
7.4
0.4
7.8
(4.6)
(4.6)
108
2011
m
2010
m
12.3
9.5
The Irish operations purchase newsprint in Sterling. In order to protect against adverse exchange rate movements the
above foreign exchange contracts were entered into.
The table below shows the contractual cash flows due under the Groups derivative financial instruments included above
which will be settled on a gross basis. The balances are due within one year from the Balance Sheet date, thus the impact
of discounting is not significant.
2011
m
Forward foreign exchange contracts cash flow hedges
Inflow
Outflow
2010
m
13.1
(12.3)
9.9
(9.5)
During the year ended 31 December 2011, a gain of 2.6m (2010: loss of 5.2m) was recognised directly in equity, and
a gain of 0.4m (2010: gain of 0.3m) was transferred from equity and recognised in the Income Statement within
operating profit in relation to cash flow hedges. Gains of 1.8m (2010: 0.3m) were recognised in the Income Statement
within operating profit in relation to held for trading forward foreign exchange contracts.
33.
contingent liabilities
(i)
Guarantees
Independent News & Media PLC has guaranteed bank advances and certain other obligations of subsidiary undertakings
up to a maximum of 473.9m (2010: 523.7m).
(ii) aPn
APN is involved in a dispute with the New Zealand Inland Revenue Department (IRD) regarding certain financing
transactions. As disclosed in APNs annual report, the dispute involves tax of NZ$41 million for the period up to
31 December 2011.
No assessments have been issued at this time and APN is satisfied that its treatment satisfies all relevant legislation
and that no tax will become payable. APN has tax losses available to offset the amount payable to the extent of
NZ$25 million. The IRD are seeking to impose penalties of between 10% and 50% of the tax in dispute in addition to
the tax claimed.
(iii) litigation
The Group, from time to time, is party to various legal proceedings. It is the opinion of the Directors that INMs share of
the losses, if any, arising in connection with these matters will have no material adverse impact on the financial position
of the Group.
109
Associates
Joint ventures
Sale of goods
2011
2010
m
m
Purchase of
goods
2011
2010
m
m
12.0
7.1
11.2
22.0
14.9
9.4
13.9
27.5
amounts owed by
related parties
2011
2010
m
m
0.6
1.1
2.6
2.5
amounts owed to
related parties
2011
2010
m
m
2.3
0.3
2.3
No interest income from associates was received during the year (2010: 21k).
Sir Anthony OReilly currently serves as President Emeritus of the Group. He did not receive any payment for this role.
During the year, the Group incurred costs of 51k (2010: 92k) for the provision of secretarial services and some travel and
accommodation costs relating to the office of President Emeritus.
During the year, the Group entered into a number of transactions at arms length with Communicorp Group Limited,
a company in which Denis OBrien has a beneficial interest. Under the terms of these barter advertising transactions
the Group received advertising services to the value of 0.7m and provided advertising services to the value of 0.7m
(2010: received advertising services to the value of 0.7m and provided advertising services to the value of 0.7m).
As part of the share placing in November 2010, Denis OBrien subscribed for 10,528,651 new Ordinary Shares of 0.35 each at
a price of 0.58 each.
company
Details of Directors remuneration are disclosed in the Remuneration Report on pages 32 to 33. Details of shares held in the
Company by Directors and of share options granted to Directors are disclosed in the Remuneration Report on pages 33 to 34.
During the year, the Company received 21.3m (2010: 15.0m) in dividends from its subsidiaries and was charged 8.5m
(2010: 11.5m) in management fees by its subsidiaries. The Company charged subsidiaries 0.7m (2010: 0.2m) for the
surrender of tax losses during the year. Details of loan balances due to/from subsidiaries are provided in notes 19 and 20
and all such loans are on an interest free basis.
Key management Personnel
Key management personnel comprises the Board of Directors and from 1 January 2011 (with 2010 restated on a consistent
basis for comparative purposes only), the members of the executive committee, which manage the business and affairs of
the Company. The remuneration of key management personnel was as follows:
2011
Short-term benefits
Post-retirement benefits
Share based payment*
2010
(restated)
m
3.5
0.3
3.5
0.5
1.9
3.8
5.9
* 2010 includes a 1.5m non-cash charge in relation to the cancellation of share options previously granted to key
management personnel.
110
2010
m
2009
m
2008
m
2007
m
348.7
(227.6)
326.1
(232.2)
324.2
(228.7)
310.7
(190.7)
331.5
(271.5)
121.1
1.3
93.9
2.0
95.5
2.6
120.0
3.4
60.0
4.8
122.4
95.9
98.1
123.4
64.8
24.6
36.1
30.1
25.4
35.6
24.6
36.1
30.1
25.4
35.6
The combined net liability in the Balance Sheet for the Groups defined benefit pension schemes and the Groups
post-retirement medical aid scheme was 147.0m (2010: 132.0m).
111
Post-retirement
medical aid scheme
2011
2010
m
m
328.1
2.7
(1.7)
17.6
2.6
15.6
(16.4)
1.5
326.8
3.4
(5.9)
19.4
2.9
12.5
(17.4)
(7.3)
(10.2)
3.9
36.1
0.2
2.1
0.1
(1.3)
(6.9)
(5.7)
30.1
0.6
3.2
(1.4)
(1.4)
(1.3)
6.3
at 31 December
350.0
328.1
24.6
36.1
Defined benefit
pension schemes
2011
2010
m
m
Post-retirement
medical aid scheme
2011
2010
m
m
232.2
14.5
(16.5)
2.6
9.3
(15.7)
1.2
228.7
15.6
0.6
2.9
8.6
(16.4)
(11.3)
3.5
at 31 December
227.6
232.2
16.2
(2.0)
* Certain schemes are unfunded, thus the benefits paid for those schemes is funded by the Group on an ongoing basis rather
than out of fund assets.
Total net actuarial losses of 32.2m were recognised in the Statement of Comprehensive Income in 2011 (2010: 10.5m).
Cumulatively since 1 January 2004, 95.7m has been recognised as a charge in the Statement of Comprehensive Income.
Pension scheme assets do not include property occupied by Group companies.
112
Post-retirement
medical aid scheme
2011
2010
m
m
2.7
(1.7)
17.6
(14.5)
3.4
(5.9)
19.4
(15.6)
(7.3)
0.2
2.1
(6.9)
0.6
3.2
(1.3)
4.1
(6.0)
(4.6)
2.5
3.4
0.7
4.4
2.7
0.1
(13.2)
(4.6)
2.5
4.1
(6.0)
(4.6)
2.5
The total amount recognised in the Income Statement was charged as follows:
Cost of sales
Administration expenses
Distribution expenses
Other operating expenses
125.0
94.2
8.4
138.5
84.7
9.0
227.6
232.2
The expected rate of return for equities has been calculated assuming that equities will outperform bonds by 3.50% per
annum over the long term. The expected rate of return for bonds has been based on bond indices as at 31 December 2011,
with due regard to the allocation of the schemes bond portfolios.
Principal actuarial assumptions for the defined benefit pension schemes are as follows (expressed as weighted averages):
2011
2010
5.0%
5.4%
2.0%
5.5%
6.4%
2.2%
An increase of 1% in the discount rate would decrease the defined benefit pension schemes obligation by 49m (2010: 46m).
A decrease of 1% in the discount rate would increase the defined benefit pension schemes obligation by 63m (2010: 58m).
The mortality assumptions used in the Irish schemes are based on standard tables published by the Institute of Actuaries
which were adjusted in line with Irish experience.It is assumed that younger members will live longer in retirement than those
retiring now, reflecting the expectation that longevity will improve over time.
113
2011
m
history of experience Gains and losses
Difference between expected and actual return
on scheme assets
Experience gains and (losses) on scheme liabilities
(16.5)
1.9
0.6
4.1
21.0
3.1
2007
m
(82.9)
(0.8)
(13.0)
(2.0)
2011
2010
8.7%
8.7%
8.5%
8.1%
Principal actuarial assumptions for the post-retirement medical aid scheme are as follows:
An increase of 1% in medical cost inflation would increase the post-retirement medical aid Income Statement charge
(current service cost and interest cost combined) by 0.3m (2010: 0.7m). A decrease of 1% in medical cost inflation would
decrease the post-retirement medical aid Income Statement charge (current service cost and interest cost combined) by
0.3m (2010: 0.5m).
An increase of 1% in medical cost inflation would increase the post-retirement medical aid liability by 3.2m as at 31 December
2011 (2010: 5.9m). A decrease of 1% in medical cost inflation would decrease the post-retirement medical aid liability by
2.7m as at 31 December 2011 (2010: 4.8m).
2011
m
history of experience Gains and losses
Experience gains and (losses) on scheme liabilities
(1.3)
Post-retirement
medical aid scheme
2010
m
1.6
2009
m
1.3
The estimated employer contributions to be paid in 2012 for the Groups defined benefit pension schemes and the Groups
post-retirement medical aid scheme are 10.6m.
114
Principal activity
Holding Company
Newspaper Publishing
Newspaper Publishing
Newspaper Publishing
Newspread Limited
3050 Lake Drive
Citywest Business Campus
Naas Road
Dublin 24
Newspaper and
Magazine Distribution
Holding Company
Holding Company
Holding Company
Holding Company
Provision of
Management Services
115
Principal activity
Newspaper Publishing
Holding Company
Dormant Company
Newspaper Publishing
Holding Company
Holding Company
Finance Company
10 ordinary shares
of 1 each
Holding Company
42 ordinary shares
of 453.38 each
Holding Company
116
Principal activity
Holding Company
Holding Company
Holding Company
Holding Company
(Newspaper Publishing,
Radio Broadcasting and
Outdoor Advertising)
Newspaper Publishing
117
118
Certain new Standards, Interpretations and Amendments to Published Standards have been published, that are
mandatory for the Groups accounting periods beginning on or after 1 January 2012 or later periods but which the Group
has not early adopted, as follows:
39.
Subsequent events
Subsequent to the year end, the Group agreed with its banks an amendment to its financial covenants and scheduled debt
reductions which provide the Group with significant financial headroom. The Group continues to engage in constructive
discussions with its banks, with the ultimate objective of refinancing the Bank Facilities well in advance of their scheduled
maturity in May 2014. See note 1 for further details.
On 23 February 2012, APN announced that it had agreed to form a joint venture with Quadrant Private Equity to target
expansion within the Outdoor advertising segment in Australia, New Zealand and Asia. The Outdoor joint venture will
incorporate all of APNs wholly-owned Outdoor businesses in Australia and New Zealand as well as APNs 50% interests in
Rainbow Premium Outdoor, in Indonesia. The transaction values APN Outdoor at A$272 million on an Enterprise Value basis
and will generate gross cash proceeds of approximately A$190 million for APN on completion.
40.
119
noteS
120
noteS