NOTES TO THE CONSOLIDATED BALANCE SHEET 30 TO 42

30 DERIVATIVE FINANCIAL INSTRUMENTS

The Group’s derivative financial instruments, other than acquisition option commitments, are summarised as follows:

 2007
£m
2006
£m
Non-current assets    
Derivative financial assets 14.4  12.4
Current assets   
Derivative financial assets 16.1  26.9
Non-current liabilities   
Derivative financial liabilities (8.1)  (1.6)
Current liabilities   
Derivative financial liabilities (4.8)  (2.9)
Net derivative financial assets 17.6  34.8

The maturity profile of the Group’s derivative financial assets is as follows:

 
Cash flow
hedges
£m
Net
investment
hedges
£m
Derivatives not
qualifying for
hedge accounting
£m
Derivative
financial
assets
£m
2007       
Within one year 0.3  10.0  5.8  16.1  
Between one and two years     1.5  1.5  
Between two and five years        
Over five years  12.2  0.7  12.9  
   12.2  2.2  14.4  
 0.3  22.2  8.0  30.5  
2006     
Within one year 1.1 2.2 23.6 26.9
Between one and two years 0.3 5.0 0.6 5.9
Between two and five years 1.6 1.4 3.0
Over five years 3.5 3.5
 0.3 10.1 2.0 12.4
 1.4 12.3 25.6 39.3



The maturity profile of the Group’s financial liabilities is as follows:

  Fair value
hedges
£m
Cash flow
hedges
£m
Net investment
hedges
£m
Derivative not
qualifying for
hedge accounting
£m
Derivative
financial
liabilities
£m
2007        
Within one year  (0.6)  (1.3)  (2.9)  (4.8)  
Between one and two years          
Between two and five years    (0.9)    (0.9)  
Over five years (5.8)    (1.4)    (7.2)  
 (5.8)    (2.3)    (8.1)  
 (5.8)  (0.6)  (3.6)  (2.9)  (12.9)  
2006      
Within one year (0.8) (0.8) (1.6)
Between one and two years
Between two and five years
Over five years (2.3) (0.6) (2.9)
 (2.3) (0.6) (2.9)
 (2.3) (1.4) (0.8) (4.5)

31 FINANCIAL ASSETS AND LIABILITIES

The Group’s treasury policies are set out in the Financial and Treasury Review.

The maturity profile of the Group’s borrowings is as follows:

  Overdrafts
£m
Bank loans
£m
Bonds
£m
Loan notes
£m
Total
£m
2007       
Within one year 6.4      36.8  43.2  
Between one and two years          
Between two and five years  144.2      144.2  
Over five years    838.5    838.5  
   144.2  838.5    982.7  
 6.4  144.2  838.5  36.8  1,025.9  
2006      
Within one year 1.2 1.7 9.4 12.3
Between one and two years
Between two and five years 178.1 178.1
Over five years 653.9 653.9
 178.1 653.9 832.0
 1.2 179.8 653.9 9.4 844.3

Fixed and floating rate borrowings, before taking account of derivative instruments, are analysed by type of debt and currency as follows:

  Overdrafts
£m
Bank loans
£m
Bonds
£m
Loan notes
£m
Total
£m
2007       
Sterling 0.9  79.0  838.5  33.4  951.8  
US dollar 3.2  65.2    3.4  71.8  
Euro 2.1        2.1  
Other 0.2        0.2  
 6.4  144.2  838.5  36.8  1,025.9  
Analysed as:      
Fixed rate interest    838.5    838.5  
Floating rate interest 6.4  144.2    36.8  187.4  
 6.4  144.2  838.5  36.8  1,025.9  
2006      
Sterling 0.2 38.6 653.9 9.4 702.1
US dollar 1.0 136.1 137.1
Euro 3.5 3.5
Other 1.6 1.6
 1.2 179.8 653.9 9.4 844.3
Analysed as:      
Fixed rate interest 653.9 653.9
Floating rate interest 1.2 179.8 9.4 190.4
 1.2 179.8 653.9 9.4 844.3

The above currency borrowings are analysed by types of interest rate as follows:

  Sterling
£m
US dollar
£m
Euro
£m
Other
£m
Total
£m
2007       
Analysed as:       
Fixed rate interest 838.5        838.5  
Floating rate interest 113.3  71.8  2.1  0.2  187.4  
 951.8  71.8  2.1  0.2  1,025.9  
2006      
Analysed as:      
Fixed rate interest 653.9 653.9
Floating rate interest 48.2 137.1 3.5 1.6 190.4
 702.1 137.1 3.5 1.6 844.3

Analysis by currency and interest rate profile, stated after taking account of derivative instruments, excluding the effect of forward currency contracts, as at 30th September, 2007 and at 1st October, 2006, was as follows:

 
Sterling
£m

US dollar
£m

Australian
£m

Euro
£m

Other
£m

Total
£m
2007        
Analysed as:        
Fixed rate interest 489.8  319.0  18.7      827.5  
Floating rate interest 188.3  7.8    2.1  0.2  198.4  
 678.1  326.8  18.7  2.1  0.2  1,025.9  
2006       
Analysed as:       
Fixed rate interest 298.5 287.9 42.3 628.7
Floating rate interest 121.6 88.9 3.5 1.6 215.6
  420.1 376.8 42.3 3.5 1.6 844.3

The above tables do not take into consideration the effect of US dollar, Australian dollar, Euro and Canadian dollar forward contracts which are used by the Group to create ‘synthetic currency debt’. The impact of including these derivatives on the above table would be as follows:

  Sterling
£m
US dollar
£m
Australian
£m
Euro
£m
Other
£m
Total
£m
2007        
Analysed as:        
Fixed rate interest 489.8  319.0  18.7      827.5  
Floating rate interest 68.1  127.6  0.4  2.1  0.2  198.4  
 557.9  446.6  19.1  2.1  0.2  1,025.9  
2006       
Analysed as:       
Fixed rate interest 298.5 287.9 42.3 628.7
Floating rate interest 99.1 117.1 (14.0) 7.3 6.1 215.6
  397.6 405.0 28.3 7.3 6.1 844.3

The Group has issued loan notes which attract interest at rates of approximately LIBID to LIBID minus 1%. The loan notes are repayable at the option of the loan note holders with a six month notice period and are treated as a current liability.

The interest rates charged on the Group’s bank loans are based on LIBOR plus a margin and ranged as follows:

  2007
High
%
2007
Low
%
2006
High
%
2006
Low
%
Sterling 7.30 4.23 5.61 4.72
US dollar 6.23 5.32 5.86 4.07
Australian dollar 6.54 5.75

The Group’s bonds have been adjusted from their nominal values to take account of premia, direct issue costs and discounts. The issue costs, premia and discounts are amortised over the expected lives of the bonds using the effective interest method. The unamortised issue costs amount to £3.7 million (2006 £3.2 million) and the unamortised premia amounts to £16.2 million (2006 £19.4 million).

A proportion of the Group’s bonds are hedged using fixed to floating swaps. Changes in the fair value of the swaps are recognised in the income statement and at the same time the carrying value of the hedged bonds is adjusted for movements in the hedged risk to the extent effective and those adjustments are also recognised in the income statement.

During the year the Group redeemed £9.4 million of its existing 2021 bonds at a cost of £12.6 million and issued a new 20-year £200 million 6.375% bond receiving proceeds amounting to £197.8 million after costs of £2.2 million were deducted.

The nominal values of the bonds are as follows:

  2007
£m
2006
£m
7.5% Bonds 2013 300.0  300.0  
5.75% Bond 2018 175.0  175.0  
10% Bonds 2021 156.4  165.0  
6.375% Bonds 2027 200.0    
  831.4  640.0  

The Group also had outstanding interest rate swaps of £75.0 million (2006 £75.0 million) with the Group paying floating rates of between 4.71% and 4.76% (2006 4.71% and 4.76%). In the prior year the Group had a US$ interest rate swap outstanding amounting to a principal of US$10.0 million with the Group paying a fixed rate of 5.00%.

The Group also had outstanding cross currency, fixed to fixed, interest rate swaps. These amounted to £255.5 million/US$485 million (2006 £239.6 million/US$430.1 million) resulting in the Group paying fixed US dollar interest at rates of between 4.40% and 6.07% (2006 2.62% and 5.34%), £18.8 million/Aus$45.0 million (2006 £41.8 million/Aus$100.0 million) with the Group paying fixed Australian dollar interest at rates of between 6.15% and 6.22% (2006 5.66% and 6.44%). In the prior year the Group also had outstanding ¥23.4 billion/£127.8 million with the Group paying fixed Japanese Yen interest of JPY 0.90%.

The Group also had a number of outstanding interest rate caps. These amounted to US$130.0 million notional (2006 US$60.0 million) at rates of between 4.00% and 6.00% (2006 4.00% and 6.00%).

The Group’s cross currency swaps and forward contracts are treated as net investment hedges, hedging the Group’s overseas investments and the swaps are all treated as fair value hedges.

The effect of these derivatives on the Group’s interest rate exposure on bonds and bank debt is as follows:

 Including the effect
of financial instruments
Excluding the effect
of financial instruments
  2007
%
2006
%
2007
%
2006
%
Sterling bank loans 5.83  4.79 5.83  4.79
US dollar bank loans 5.70  5.30 5.70  5.30
Australian dollar bank loans  6.02  6.02
Bonds 6.78  6.83 7.33  7.67

Market risk

The Group’s primary market risks are interest rate fluctuations and exchange rate movements. Derivatives are used to hedge or reduce the risks of interest rate and exchange rate movements and are not entered into unless such risks exist.

The fair values of interest rate swaps, interest rate options and forward foreign exchange contracts set out below represent the replacement costs calculated using market rates of interest and exchange at 30th September, 2007. The fair value of long-term borrowings has been calculated by discounting expected future cash flows at market rates for disclosures purposes only.

Interest rate risk

The Group’s interest rate exposure management policy is aimed at reducing the exposure of the consolidated businesses to changes in interest rates. This is achieved by issuing fixed rate sterling bond debt and through interest rate hedges described above. The tables on the preceding pages provide an analysis of the Group’s exposure to fixed and floating rate debt. The Group’s exposure to cash flow risk is considered low in comparison to the Group’s total interest rate risk.

The carrying and fair values of the Group’s financial instruments are set out in the table below:

  2007
Carrying
value
£m
2007
Fair
value
£m
2006
Carrying
value
£m
2006
Fair
value
£m
Trade and other receivables 434.3  434.3  367.6 367.6
Cash and cash equivalents 70.4  70.4  97.3 97.3
Trade and other payables 621.7  621.7  526.7 526.7
Short-term borrowings 43.2  43.2  12.3 12.3
Long-term borrowings 982.7  1,028.6  832.0 905.1
Interest rate swaps (swapping fixed rate debt to floating) (5.8)  (5.8)  (2.3) (2.3)
Interest rate caps 0.8  0.8  
Fixed to fixed cross currency swaps 10.3  10.3  33.6 33.6
Forward foreign exchange contracts 4.7  4.7  

Short-term borrowings comprise bank loans, overdrafts, finance lease and deferred consideration. Long-term borrowings comprise bank loans, bonds and deferred consideration.

Foreign exchange rate risk

Translation exposures arise on the earnings and net assets of business operations in countries with currencies other than those of each of the parent companies, most particularly in respect of the US businesses. The net asset exposures are hedged, to a significant extent, by a policy of denominating borrowings in currencies where significant translation exposures exist, most notably US dollars.

Credit risk

The Group seeks to limit interest rate and foreign exchange risks described above by the use of financial instruments and as a result has a credit risk from the potential non-performance by the counterparties to these financial instruments, which are unsecured. The amount of this credit risk is normally restricted to the amounts of any hedge gain and not the principal amount being hedged. The Group also has a credit exposure to counterparties for the full principal amount of cash and cash equivalents. Credit risks are controlled by monitoring the credit quality of these counterparties, principally licensed commercial banks and investment banks with strong long-term credit ratings, and of the amounts outstanding with each of them.

The Group has treasury policies in place which do not allow concentrations of risk with individual counterparties and do not allow significant treasury exposures with counterparties which are rated lower than AA by Standard and Poor’s, Moody’s or Fitch. There is no concentration of debtors in the Group.

The Group considers its maximum exposure to credit risk to be as follows:

  2007
£m
2006
£m
Trade and other receivables 360.9  324.5
Bank deposits 70.4  97.3
Derivative financial instruments 30.5  39.3
Expiring in more than one year   
Trade and other receivables 4.0  4.1
  465.8  465.2

Liquidity risk

The Group ensures that there are sufficient committed loan facilities in order to meet short-term business requirements after taking into account the Group’s holding of cash and cash equivalents together with any distribution restrictions which exist. It is believed that these facilities together with the Group’s bond issuances will be sufficient to cover the likely short- and long-term cash requirements of the Group.

Associates, joint ventures and other investments will in general arrange and maintain their own financing and funding requirements. In most cases such financing will be non-recourse to DMGT plc.

Committed borrowing facilities

The Group’s borrowing facilities, which are unsecured, bear interest charged at LIBOR plus a margin based on the Group’s ratio of net debt to EBITDA. Additionally each facility contains a covenant based on a minimum interest cover ratio.

The following undrawn committed borrowing facilities were available to the Group as at 30th September, 2007 and at 1st October, 2006, in respect of which all conditions precedent had been met:

  2007
£m
2006
£m
Expiring in less than one year 120.0
Expiring in less than one year  
Expiring in more than one year but not more than two years  260.0
Expiring in more than two years119.5115.2
  239.5 375.2

Fair value hedges

The Group’s policy is to use interest rate swaps to convert a proportion of its fixed rate debt to floating rates in order to hedge the interest rate risk with changes in fair value of the hedging instrument recognised in the income statement for the period together with the changes in the fair value of the hedged item due to the hedged risk, to the extent the hedge is effective.

The Group has entered into interest rate swaps to hedge the exposure to changes in the fair value of fixed rate borrowings due to interest rate movements which could affect the income statement.

Interest rate derivatives with a principal amount of £75.0 million (2006 £75.0 million) were in place at 30th September, 2007 swapping fixed rate sterling debt into floating rate sterling debt.

The gains and losses on the borrowings and related derivatives designated as fair value hedges included in the income statement for the year ended 30th September, 2007 were:

 
1st October,
2006
£m
Fair value
movement
gain/(loss)
£m

30th September,
2007
£m
Sterling interest rate swaps (2.3) (3.0) (5.3)
Sterling debt 2.3 3.0 5.3
Total

Cash flow hedges

The Group enters into two types of cash flow hedge: fixed to fixed cross currency interest rate swaps and foreign exchange derivatives which fix the exchange rate on a portion of future currency expenditure.

All cash flow hedges were effective throughout the year ended 30th September, 2007.

Net investment hedges

The Group enters into forward currency sales and cross currency swaps to hedge the Group’s investment in foreign operations. All net investment hedges were effective throughout the year ended 30th September, 2007.

Tax equalisation swaps

The Group enters into forward currency sales/purchases which hedge tax payable/receivable when long-term intercompany non-trading balances are revalued ("Tax Equalisation Swaps").

Tax Equalisation Swaps are not designated as hedging instruments under IAS 39.

Financial Assets

Currency and interest rate composition of financial assets





Currency
Non-current
assets
available-for-sale
investments
£m


Cash and cash
equivalents
£m



Total
£m
2007    
Sterling 50.2  19.2  69.4  
US dollar 2.1  24.6  26.7  
Australian dollar  2.4  2.4  
Canadian dollar  0.8  0.8  
Euro  8.2  8.2  
Other  15.2  15.2  
 52.3  70.4  122.7  
Of which:    
Floating rate interest 52.3  70.4  122.7  




Currency
Non-current
assets
available-for-sale
investments
£m


Cash and cash
equivalents
£m



Total
£m
2006    
Sterling 69.4 41.1 110.5
US dollar 1.8 29.8 31.6
Australian dollar 2.0 0.8 2.8
Euro 15.0 15.0
Other 10.6 10.6
 73.2 97.3 170.5
Of which:    
Floating rate interest 70.8 97.3 168.1
Non-interest bearing 2.4 2.4
 73.2 97.3 170.5

Financial asset maturity profile

The maturity profile of the carrying value of the Group’s financial assets at the end of the year was as follows:

  2007
£m
2006
£m
In one year or less, or on demand 122.7 170.5

The interest rates received on the Group’s sterling bank deposits ranged as follows:

  2007
High
%
2007
Low
%
2006
High
%
2006
Low
%
Cash and cash equivalent 5.80 4.47 4.70 4.05

32 RETIREMENT BENEFITS

The newspaper divisions of the Group operate a number of pension schemes covering most major UK group companies under which contributions are paid by the employer and employees.

The schemes for most employees are funded defined benefit pension arrangements, providing service-related benefits, based on final pensionable salary. In addition, a number of defined contribution pension plans are operated by certain divisions of the Group where this type of pension provision aligns with the business model. The assets of all the schemes are held independently from the Group’s finances and in the UK are administered by trustees or trustee companies.

The total net pension costs of the Group for the year ended 30th September, 2007 were £31.1 million (2006 £34.4 million).

Aberdeen Journals

The sale by the Group of Aberdeen Journals Limited on 2nd April, 2006 crystallised from a pensions viewpoint on 30th September, 2006 following a period of continued participation by employees of that company in the Group’s defined benefit pension schemes. The sale triggered payments totalling £25.9 million to these schemes to deal with the debts arising under Section 75 of the Pensions Act 2004. The payment was received by the schemes on 9th February, 2007. A number of the members involved agreed to transfer their accrued pension benefits to their new employer’s pension scheme, and an appropriate payment was made from the DMGT schemes in this respect.

Metal Bulletin

The acquisition by Euromoney Institutional Investor plc of Metal Bulletin plc on 6th October, 2006 included a defined benefit obligation in respect of the Metal Bulletin Pension Scheme (MBPS). As a result of this acquisition, at that date the defined benefit obligation of the Group increased by £21.7 million and the fair value of pension scheme assets increased by £17.7 million resulting in an increase of the net pension liability of £4.0 million. The impact of the acquisition of MBPS on the balance sheet disclosures, and the subsequent pension costs arising, are included in the figures reported below.

Defined Benefit Schemes

Each of the defined benefit schemes operated by the Group are administered by a trustee company which is required to act in the best interest of the beneficiaries of that scheme. The appointment of trustee directors is determined by the trust documentation of each scheme, and associated legislation, and requires the appointment of both Company and Member-nominated Directors (MNDs). The selection of MNDs has to date been in accordance with the opt-out arrangements put forward by the principal employer in July 1997, as permitted under The Occupational Pension Schemes (Member-nominated Trustees and Directors) Regulations 1996. However, these arrangements expired in July 2007, and new legislation is in place. Each trustee company is currently reviewing its procedures on the nomination and selection of MNDs and will communicate the new arrangements to members within the next few months.

The Group has informed the trustees of the two main schemes, The Mail Newspapers Pension Scheme and The Harmsworth Pension Scheme, of its intention to merge these schemes. The trustees of both schemes have set up a sub-committee to consider the impact of the merger and, in particular, to ensure that the benefits and interests of all scheme members are protected. There will be no change in the benefits provided to any members as a result of the merger. It is expected that the merger will be completed by 30th November, 2007. Full actuarial valuations are carried out triennially by the actuary using the projected unit credit method. The figures in this note are based on calculations performed as part of the work being carried out for the actuarial valuations of the main schemes as at 31st March, 2007, and adjusted to 30th September, 2007 by the actuary. However, the results of the formal valuation of the schemes as at 31st March, 2007 are not expected to become available until early in 2008.

The company cash contribution rate to the main schemes during the year was 18% of pensionable salaries (2006 18%).

At 30th September, 2007, the defined benefit obligation to the Group relating to the DMGT AVC Plan was £56.6 million (2006 £62.1 million). The assets of the Plan were £66.8 million (2006 £65.7 million), producing a surplus of £10.2 million (2006 £3.6 million). However, as indicated in the disclosures below, an adjustment has been made to cap the value of assets in the Plan since the surplus is not recoverable by the Group. Thus, the net value of the Plan in the Group balance sheet is £nil (2006 £nil). The Plan is closed to further member contributions. The Plan has had no impact on the pension cost reported in these financial statements.

The main schemes have a two-tiered benefit structure represented by a “Standard” section and a “Pension +” section. In the “Standard” section, employees pay contributions of 5% of pensionable salaries and have benefits based on a normal retirement age of 65. Under the “Pension +” section, employees currently pay contributions of 7.5% and enjoy a higher benefit accrual rate and lower normal retirement age than in the “Standard” section. The schemes remain open to eligible new employees who, after one year’s service, can join the “Standard” section with an option to join the “Pension +” section after a further four years’ service. Members are able to make additional voluntary contributions (AVCs) into unit-linked funds held within each scheme. No benefit obligation arises to the Group from these AVCs and the related unit-linked AVC assets have been excluded from the scheme assets reported below.

A reconciliation of the net pension obligation reported in the balance sheet is shown in the following table:

  2007
schemes
in surplus
2007
schemes
in deficit
2007
Total
£m
2006
schemes
in deficit
Present value of defined benefit obligation (1,556.0)  (221.1)  (1,777.1)  (1,830.1)
Assets at fair value 1,648.2  219.7  1,867.9  1,682.4
Impact of asset ceiling on AVC Plan (10.2)    (10.2)  (3.6)
Surplus/(Deficit) reported in the balance sheet 82.0  (1.4)  80.6  (151.3)

The International Financial Reporting Interpretations Committee, in its document IFRIC 14, has interpreted the extent to which a company can recognise a pension surplus on its balance sheet. Having taken account of the rules of the schemes, the fact that the schemes remain open to new accrual, and the current and anticipated levels of service cost and cash contributions, the Company considers that recognition of the schemes’ surpluses on its balance sheet is in accordance with the interpretations of IFRIC 14. In 2006, all schemes were in deficit.

The surplus for the year, set out above, excludes a related deferred tax liability of £22.5 million (2006 asset £37.6 million).

A reconciliation of the present value of the defined benefit obligation is shown in the following table:

  2007
£m
2006
£m
Defined benefit obligation at start of year (1,830.1)  (1,717.3)
Service cost (44.8)  (50.0)
Interest cost (92.1)  (85.9)
Past service cost (1.3)  (2.9)
Settlements/curtailments  5.9
Member contributions (9.1)  (9.6)
Benefit payments 72.3  72.7
Bulk transfer to Aberdeen Journals 20.4  
Acquisition of Metal Bulletin (21.7)  
Actuarial movement 129.3  (43.0)
Defined benefit obligation at the end of year (1,777.1)  (1,830.1)

A reconciliation of the fair value of assets is shown in the following table:

  2007
£m
2006
£m
Fair value of assets at start of year 1,682.4  1,538.6
Expected return on assets 113.8  106.1
Company contributions 53.2  23.2
Member contributions 9.1  9.6
Bulk transfer to Aberdeen Journals (20.4)  
Benefit payments (72.3)  (72.7)
Acquisition of Metal Bulletin 17.7  
Actuarial movement 84.4  77.6
Fair value of assets at end of year 1,867.9  1,682.4

The fair value of the assets held by the pension schemes and the long-term expected rate of return on each class of assets are shown in the following table:

  Equities Bonds Property Other assets Total
2007       
Value at 30th September, 2007 (m)1,356.6  254.0  156.0  101.3  1,867.9  
% of assets held 72.60  13.60  8.40  5.40  100.00  
Long-term rate of return expected at 1st October, 2006 (%) 7.80  4.90  6.50  5.50  7.10  
2006      
Value at 1st October, 2006 (m)1,240.2 175.8 136.0 130.4 1,682.4
% of assets held 73.70 10.40 8.00 7.90 100.00
Long-term rate of return expected at 2nd October, 2005 (%) 7.60 4.40 6.50 4.40 6.90
2005      
Value at 2nd October, 2005 (m)1,142.7 168.6 122.8 104.5 1,538.6
% of assets held 74.30 10.90 8.00 6.80 100.00
Long-term rate of return expected at 3rd October, 2004 (%) 7.80 4.30 6.50 4.30 7.20

The trust deed of each of the schemes explicitly prohibits investment of the scheme assets in employer-related investments, apart from those required in order that a passively managed UK equity portfolio can be utilised by the trustees. The value of DMGT ‘A’ Ordinary Non-Voting Shares held by the UK equity passive manager on behalf of the schemes at 30th September, 2007 was £0.7 million (2006 £0.7 million).

The assumption for the expected overall rate of return on assets is a weighted average of the expected returns for each asset class based on the proportion of assets held in each class at the beginning of the year. The expected return on bonds has been selected having regard to gross redemption yields at the start of the year. The expected returns on equities and property are based on a combination of estimated risk premiums over Government bond yields, the gross redemption yields on bonds, and consensus economic forecasts for future returns.

The actual return on plan assets was £198.2 million (2006 £183.7 million) representing the expected return plus the associated actuarial gain or loss during the year.

The main financial assumptions are shown in the following table:

  2007
%
2006
%
Price inflation 3.30  2.90
Salary increases 4.60  4.40
Pension increases 3.30  2.90
Discount rate for scheme liabilities 5.90  5.00
Expected overall rate of return on assets 7.10  6.90

The discount rate for scheme liabilities reflects yields at the balance sheet date on high quality corporate bonds. All assumptions were selected after taking actuarial advice.

Recent improvements in longevity have lead to a review of mortality assumptions as a part of the actuarial valuation of the schemes as at 31st March, 2007. As explained above, the results of this valuation are not expected until early 2008. However, the Company has decided to revise the mortality assumptions taking account of scheme experience, ‘medium cohort’ projections, and an allowance for future improvement in life expectancy. At the same time, the Company has decided to make an allowance for the extent to which employees have chosen to commute part of their pension for cash. Further review of these assumptions will be possible when the results of the formal valuation are known.

The table below illustrates examples of the assumed average life expectancies from age 60 for the principal schemes:

  2007
Future life
expectancy from
age 60 (years)
2006
Future life
expectancy from
age 60 (years)
For a current 60-year old male member of the scheme 25.4  23.2
For a current 60-year old female member of the scheme 27.9  26.4
For a current 45-year old male member of the scheme 26.5  24.2
For a current 45-year old female member of the scheme 29.0  27.4

The amounts charged to the income statement based on the above assumptions are shown in the following table:

  2007
£m
2006
£m
Service cost 44.8  50.0
Interest cost 92.1  85.9
Expected return on assets (113.8)  (106.1)
Past service cost 1.3  2.9
Settlements/curtailments  (5.9)
Net charge to income statement 24.4  26.8

Pension costs and the size of any pension surplus or deficit are sensitive to the assumptions adopted. The table below indicates the effect from changes in the principal assumptions used above:

  2007
£m
Mortality  
Change in pension obligation at 30th September, 2007 from a 1 year change in life expectancy +/- 53.3  
Change in 2007 pension cost from a 1 year change +/- 4.0  
Salary Increases  
Change in pension obligation at 30th September, 2007 from a 25bps change +/- 14.4  
Change in 2007 pension cost from a 25bps change +/- 2.0  
Discount Rate  
Change in pension obligation at 30th September, 2007 from a 25bps change +/- 33.1  
Change in 2007 pension cost from a 25bps change +/- 1.9  

Amounts recognised in the statement of recognised income and expense (SORIE) are shown in the following table:

 2007
£m
2006
£m
Actuarial gain recognised in SORIE 213.7  38.2
Impact of asset ceiling on AVC Plan (6.6)  (3.6)
Total gains recognised in SORIE 207.1  34.6
Cumulative actuarial gain recognised in SORIE at beginning of year 49.8  15.2
Cumulative actuarial gain recognised in SORIE at end of year 256.9  49.8

The Group expects to contribute approximately £26.3 million to the schemes during the 2008 financial year. Included in scheme assets is an advance payment into the Group’s pension schemes amounting to £25.1 million in respect of the 2007 contributions (2006 £23.6 million).

UK defined contribution plans

The Group operates a number of defined contribution pension plans. Currently, these are principally trust-based arrangements, with an aggregate value of £27.0 million (2006 £26.0 million) at the year end. The growth of online businesses coupled with acquisitions is likely to mean that a higher portion of the Group’s employees will be offered defined contribution arrangements in future and it is expected that these plans will progressively be amended to operate on a group personal pension basis, following approval of this approach by the Group’s divisions.

The pension cost attributable to these plans during the year amounted to £3.6 million (2006 £5.2 million).

Overseas pension plans

Overseas subsidiaries of certain Group divisions operate defined contribution retirement benefit plans, primarily in North America and Australia. The pension cost attributable to these plans during the year amounts to £4.6 million (2006 £2.4 million).

Pension arrangements for executives

The Group operates a two-tier, contributory defined benefit pension scheme for senior executives (including executive Directors), details of which are incorporated in the above disclosures. It is the Group’s policy that annual bonuses, payments under the Executive Bonus Scheme and benefits in kind are not pensionable.

Included in UK defined contribution plans above are investments in a funded unapproved retirement benefit scheme for certain executives of the Group including two executive Directors who were subject to the pensionable earnings cap imposed by HM Revenue & Customs under the previous tax regime. The assets of this scheme are held under individual trusts independently from the Group’s finances. There was no additional investment in these individual trusts during the year (2006 £0.2 million) as the Group has terminated its investment with effect from 5th April, 2006 to coincide with the tax changes introduced from that date.

Stakeholder pension

DMGT provides access to a stakeholder pension plan for relevant employees who are not eligible for the other pension schemes operated by the Group.

33 PROVISIONS


  2007
£m
2006
£m
Current liabilities    
Other provisions 22.7  46.2
Non-current liabilities   
Other provisions 49.0  47.1

Movements on other provisions during the year were as follows:

 


Note

Coupon
discount
£m


Lease
£m
Redundancy
and
reorganisation
£m

Deferred
consideration
£m


Legal
£m


Other
£m


Total
£m
Current liabilities          
At beginning of year  1.0 0.3 0.3 39.3 2.8 2.5 46.2
Additions 15  6.2 6.2
Charged during year  0.4 0.6 4.4 3.0 8.4
Utilised during year  (0.4) (0.3) (2.5) (1.2) (4.4)
Transfer from non-current liabilities  0.2 7.1 0.2 7.5
Transfer to loan notes 13  (8.6) (8.6)
Deferred consideration paid 14  (29.1) (29.1)
Notional interest on deferred consideration 8  1.0 1.0
Adjustment to previous year estimate 17  (2.4) (2.4)
Exchange adjustment   (2.2) 0.1 (2.1)
At end of year   1.2   0.9     11.3   4.7   4.6   22.7  

 

Note

Lease
£m
Deferred
consideration
£m

Legal
£m

Other
£m

Total
£m
Non-current liabilities        
At beginning of year  0.7 41.8 1.0 3.6 47.1
Correct misallocation in prior year analysis  1.5 (1.5)
Additions 15  21.6 21.6
Charged during year  0.7 0.9 1.6
Utilised during year  (0.4) (0.2) (1.5) (2.1)
Transfer to current liabilities  (7.1) (0.4) (7.5)
Deferred consideration paid 14  (0.5) (0.5)
Notional interest on deferred consideration 8  1.8 1.8
Adjustment to previous year estimate 17  (7.0) (7.0)
Exchange adjustment  (6.0) (6.0)
At end of year  1.8  44.6  1.5  1.1  49.0  

Other provisions principally comprise long service leave provisions of £2.2 million (2006 £2.4 million), dilapidation provisions of £0.1 million (2006 £0.8 million) and contract discount provision of £2.2 million (2006 £1.0 million).

The Group’s coupon discount and redundancy and reorganisation provisions are all expected to be utilised within the next 12 months. The lease provisions are dependent on the terms of the lease whilst the timing of cash flows for legal disputes have been split using Directors’ best estimates.

The uncertainties surrounding and the nature of the Group’s deferred consideration provisions are disclosed in critical accounting judgements and key sources of estimation uncertainty (note 2). The maturity profile of the Group’s deferred consideration provision is as follows:

  2007
£m
2006
£m
Expiring in one year or less 11.3  39.3
Expiring between one and two years 22.9  5.9
Expiring between two and five years 21.7  35.9
 55.9  81.1

34 DEFERRED TAXATION


 




Note


Accelerated
capital
allowances
£m


Goodwill and
intangibles
£m


Revaluation
and roll
over gains
£m


UK
capital losses
£m
Overseas
trading losses
and tax credits
£m


Pension
scheme
surplus/deficit
£m




Other
£m




Total
£m
Disclosed within non-current liabilities  (0.2) 15.0 10.9 (10.9) (19.6) 5.8 1.0
Disclosed within non-current assets  36.1 17.7 (4.7) (52.9) (8.7) (12.5)
At 2nd October, 2005  35.9 32.7 10.9 (10.9) (24.3) (52.9) (2.9) (11.5)
(Credit)/charge to income  6.4 (9.3) (4.7) 4.7 (5.2) 4.9 (4.6) (7.8)
(Credit)/charge to equity  10.4 (3.1) 7.3
Owned by subsidiaries acquired  (1.4) 36.8 35.4
Owned by subsidiaries sold  (0.7) (0.7)
Exchange adjustment  3.9 3.9
At 1st October, 2006  40.2 64.1 6.2 (6.2) (29.5) (37.6) (10.6) 26.6
Disclosed within non-current liabilities  40.2 67.1 6.2 (6.2) (13.8) (37.6) (13.6) 42.3
Disclosed within non-current assets  (6.5) (15.7) 6.5 (15.7)
(Credit)/charge to income  (2.7) (15.6) 2.5 (2.5) 7.7 (0.4) 4.8 (6.2)
(Credit)/charge to equity  2.8 58.0 (4.0) (56.8)
Owned by subsidiaries acquired 15  55.2 (1.0) 54.2
Owned by subsidiaries sold 16  (0.2) (0.2)
Exchange adjustment  (4.4) 2.5 (1.9)
Effect of change in tax rate :          
Income statement   (2.7) (1.5) (0.4) 0.4 (0.4) (4.6)
Equity   2.9 2.9
At 30th September, 2007   34.8   100.4   8.3   (8.3)   (21.8)   22.5   (8.3)   127.6  
Disclosed within non-current liabilities   34.8   101.0   8.3   (8.3)   (20.5)   22.5   (2.2)   135.6  
Disclosed within non-current assets     (0.6)       (1.3)     (6.1)   (8.0)  
At 30th September, 2007   34.8   100.4   8.3   (8.3)   (21.8)   22.5   (8.3)   127.6  

The disclosures set out above restate the 2006 deferred tax note to assist the user of the Group’s Report and Accounts to better understand the Group’s deferred tax assets and liabilities.

(i) The deferred tax assets disclosed in the balance sheet in respect of overseas tax losses, relate primarily to trading losses incurred in the US and have been recognised on the basis that the Directors are of the opinion, based on recent and forecast trading, that sufficient suitable taxable profits will be generated in the relevant territories in future accounting periods, such that it is considered probable that these assets will be recovered. Of these assets, £10.1 million will expire between 2017 and 2025. The remaining assets have no expiry date.

(ii) There is an unrecognised deferred tax asset of £25.3 million (2006 £19.5 million) which relates primarily to overseas tax losses where there is insufficient certainty that these losses will be utilised in the foreseeable future. There is an additional unprovided deferred tax asset relating to capital losses carried forward of £20.7 million (2006 £26.1 million).

(iii) There is a potential taxable temporary difference in respect of the Group’s investments in subsidiaries, branches, associates and joint ventures, principally in relation to as yet unremitted earnings from overseas subsidiaries. The Group has estimated the potential taxable temporary difference to be approximately £801.5 million (2006 £615.6 million).

35 CALLED UP SHARE CAPITAL


  Authorised
2007
£m
Authorised
2006
£m
Allotted, issued
and fully paid
2007
£m
Allotted, issued
and fully paid
2006
£m
Ordinary shares of 12.5 pence each 2.5  2.5 2.5  2.5
'A’ Ordinary Non-Voting shares of 12.5 pence each 48.5  48.5 46.9  47.7
 51.0  51.0 49.4  50.2

 

2007
Number of shares

Authorised
2006
Number of shares
Allotted, issued
and fully paid
2007
Number of shares
Allotted, issued
and fully paid
2006
Number of shares
Ordinary shares 20,000,000  20,000,000 19,886,472  19,886,472
'A’ Ordinary Non-Voting shares 388,000,000  388,000,000 375,423,794  381,844,636
 408,000,000  408,000,000 395,310,266  401,731,108

The two classes of shares are equal in all respects, except that the ‘A’ Ordinary Non-Voting shares do not have voting rights and hence their holders are not entitled to vote at general meetings of the Company.

On 23rd May, 2007, the Company cancelled 6,907,444 ‘A’ Ordinary Non-Voting shares as part of the Group’s buy back programme.

During the year 486,602 ‘A’ Ordinary Non-Voting shares were allotted for aggregate consideration of £2,744,996 with aggregate nominal value of £60,825 under the terms of the Company’s 1997 Executive Share Option scheme.

At 30th September, 2007, options were outstanding under the terms of the Company’s 1997 and 2006 Executive Share Option Schemes over a total of 6,423,854 (2006 6,138,512) ‘A’ Ordinary Non-Voting shares.

36 RESERVES


  Note 2007
£m
2006
£m
Share premium account     
At beginning of year  9.7  8.3
Issue of shares  2.7  1.4
At end of year  12.4  9.7
Capital redemption reserve    
At beginning of year    
On cancellation of ordinary shares  0.8  
At end of year  0.8  
Revaluation reserve    
At beginning of year  46.5  88.9
Revaluation reserves recycled to income statement on impairment of GCap Media plc  24.4  
Transfer to retained earnings unrealised gain on GCap Media plc shares  (24.4)  
Transfer to retained earnings following disposal of properties previously revalued  (0.7)  
Fair value movement in available-for-sale assets 21  0.2  (26.7)
Transfer to income statement on disposal of Reuters Group plc shares    (15.7)
At end of year  46.0  46.5

The revaluation reserve arises following revaluation of the Group’s available-for-sale investments and historic amounts relating to previous GAAP which were not transferred to retained earnings on transition to IFRS. Additionally, at the start of the year, £30.7 million relating to an unrealised gain on disposal of businesses to GWR Group plc (now GCap Media plc) in 2005 was included within revaluation reserves. During the year the Group transferred £24.4 million to revenue reserves following the impairment of the investment during the year.

 
Note
2007
£m
2006
£m
Shares held in treasury     
At beginning of year   (63.1)  (40.0)
Purchase of own shares   (32.8)  (32.4)
Own shares released on vesting of share options   4.9  9.3
Own shares cancelled   46.6  
At end of year   (44.4)  (63.1)

The Group’s investment in its own shares is classified within shareholders’ funds as shares held in treasury. At 30th September, 2007 this investment comprised the cost of 6,353,906 ‘A’ Ordinary Non-Voting shares (2006 9,692,016 shares). The market value of these shares at 30th September, 2007 was £40.0 million (2006 £58.8 million).

 
Note
2007
£m
2006
£m
Translation reserve      
At beginning of year   8.2  19.1
Exchange differences on translation of overseas operations   1.8  (21.9)
Translation reserves recycled to income statement on disposals   (0.1)  
Transfer of gain on cash flow hedges from fair value reserves to income statement   (2.7)  
Increase in fair value of hedging derivatives   19.8  11.3
Current tax on net investment hedges    (0.3)
At end of year   27.0  8.2

The translation reserve arises on the translation into Sterling of the net assets of the Group’s foreign operations, offset by changes in fair value of financial instruments used to hedge this exposure.

 
Note
2007
£m
2006
£m
Retained earnings    
At beginning of year   423.8   224.7
Net profit for the year   107.0   251.5
Dividends paid   (53.2)   (48.6)
Actuarial gains on defined benefit pension schemes 32  207.1  34.6
Credit to equity for share-based payments 39  18.1  11.6
Settlement of exercised share options of subsidiary  (13.2)  (25.3)
Put options arising on shareholdings yet to be acquired i  (18.5)  (11.7)
Transfer from revaluation reserves unrealised gain on GCap Media plc  24.4  
Exercise of acquisition option commitments  7.2  
Cancellation of shares held in treasury  (46.6)  
Transfer from revaluation reserves following disposal of properties previously revalued  0.7  
Minority interests arising from business combinations    1.3
Shares issued to minorities    0.7
Dividends paid to minorities    (7.7)
Movement in losses attributable to minorities which are borne by the Group 37  5.4  
Transfer minority share of items reported directly in equity 37  (1.1)  
Current tax taken to reserves  0.3  
Deferred tax on actuarial gain 34  (60.9)  (10.4)
Deferred tax on other items taken directly to equity 34  1.2  3.1
At end of year   601.7   423.8
At end of year – Total Reserves   643.5   425.1

The Group has reclassified certain comparative figures within equity in order to present these items better in accordance with the relevant headings. This has resulted in a decrease in translation reserves amounting to £6.7 million, an increase in other movements in share option schemes of £6.9 million, an increase in put options arising on shareholdings yet to be acquired of £3.3 million and an increase in tax on items taken directly to equity of £3.1 million.

(i) £18.5 million (2006 £11.7 million) representing the fair value of written put options granted to minority shareholders in the year has been recorded as a reduction in equity on initial recording, as the arrangement represents a transaction with equity holders. Changes in fair value after initial recognition are recorded in the income statement.

37 MINORITY INTERESTS

 2007
£m
2006
£m
At beginning of year
Share of profit15.311.7
Dividends paid(8.9)(7.7)
Shares issued0.52.2
Minority interests arising from business combinations2.31.3
Share of items reported directly in equity1.1(2.7)
Other transactions with minorities0.2
Movement in losses attributable to minorities which are borne by the Group(5.4)(4.8)
Minority share of new equity in Euromoney22.7
Exchange adjustment(0.2)
At end of year27.6

When losses attributable to minorities exceed the minorities’ interests in the subsidiaries’ equity, the minorities share of losses is carried forward in Group retained earnings. At 30th September, 2007 no minority losses were borne in Group retained earnings in line with the Group’s accounting policy as set out in note 2 (2006 £5.8 million).

38 COMMITMENTS AND CONTINGENT LIABILITIES

Commitments

 2007
£m
2006
£m
Tangible fixed assets:
Contracted but not provided in the financial statements3.328.1

At 30th September, 2007 the Group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

 
2007
Properties
£m
2007
Plant and
equipment
£m

2006
Properties
£m
2006
Plant and
equipment
£m
Within one year25.62.122.73.2
Between one and two years21.02.220.62.3
Between two and five years52.04.153.02.2
After five years71.672.6
 170.28.4168.97.7

The Group’s most significant leasing arrangements related to rented properties. The Group negotiates lease contracts according to the Group’s needs with a view to balancing stability and security of tenure and lease terms with the risk of entering into excessively long or onerous arrangements. Of the Group’s rented properties, the most significant commitment relates to the head office premises at 2 Derry Street, London W8 5TT. This lease expires on 25th December, 2022.

The Group entered into arrangements with its ink suppliers to obtain ink for the period to 2010 at competitive prices and to secure supply. At the year end, the commitment to purchase ink over the period was £65.4 million (2006 £85.5 million).

The Group has entered into agreements with certain printers for periods up to 2022 at competitive prices and to secure supply. At the year end, the commitment to purchase printing capacity over the period was £33.4 million (2006 £38.3 million).

Contingent liabilities

The Group is exposed to libel claims in the ordinary course of business and makes provision for the estimated costs to defend such claims.

Four writs claiming damages for libel have been issued in Malaysia against Euromoney Institutional Investor and three of its employees in respect of an article published in one of Euromoney’s magazines, International Commercial Litigation, in November 1995. The writs were served on Euromoney on 22nd October, 1996. The total amount claimed is 280 million Malaysian ringgits, £40.3 million (2006 £40.2 million). No provision has been made in these accounts since the Directors do not believe that Euromoney has any material liability in respect of these writs.

39 SHARE-BASED PAYMENTS

The Group offers a number of share-based remuneration schemes to Directors and certain employees. The principal schemes comprise share options under the DMGT, Euromoney and within DMG Information, Risk Management Solutions (RMS), Genscape, Trepp and Dolphin Executive Share Option Schemes (ESOS), the Euromoney Capital Appreciation Plan and the Company's LTIP. Share options are exercisable after three years, subject in some cases to the satisfaction of performance conditions, and up to ten years from the date of grant at a price equivalent to the market value of the respective shares at the date of grant.

The Group operates a long-term incentive plan for senior employees of the Group’s local media division based on profit and revenue targets. Participants in the scheme have the choice of being rewarded with a cash bonus or by taking A ordinary DMGT plc shares. Where a participant chooses to take shares it is a condition of the scheme that the shares must be held for a minimum of two years. No shares were awarded, forfeited or lapsed during the year.

The Group also operates a long-term incentive scheme for senior employees of the Group’s national newspaper division based on cumulative profit targets for the three years to 30th September, 2007. At the end of each of the three years participants in the scheme are invited to pledge their annual bonus either as cash or by taking A ordinary DMGT plc shares both of which must be committed to the scheme until the end of its three year life. The scheme vested at 30th September, 2007 and so a matching award will be made to each participant in the coming year. No shares were awarded, forfeited or lapsed during the year.

For equity-settled share-based payment transactions, IFRS 2 applies to grants of shares, share options or other equity instruments made after 7th November, 2002 that had not vested by 1st January, 2005.

The charge to the income statement is analysed as follows:

 2007
£m
2006
£m
DMGTESOS1.51.1
 LTIP0.60.5
EuromoneyCAP9.64.3
 SAYE0.3
 ISI0.20.1
DMG InformationRMS4.64.9
 Genscape0.80.6
 Trepp0.5
 Dolphin0.1
 18.111.6

Further details of these schemes are set out below:

 

2007
Number of
share options
2007
Weighted
average
exercise price
£


2006
Number of
share options
2006
Weighted
average
exercise price
£
DMGT 1997 Executive Share Option Scheme
Outstanding at 1st October, 20065,006,5126.945,490,7346.91
Exercised during the year(486,602)5.64(238,222)5.79
Expired during the year(272,556)7.07(246,000)7.40
Outstanding at 30th September, 20074,247,3547.085,006,5126.94
Exercisable at 30th September, 20071,293,0007.191,818,4566.82
Exercisable at 1st October, 20061,818,4566.822,085,4566.74

No share options were granted during the year.

The weighted average share price at the date of exercise for share options exercised during the period was £5.64.

The options outstanding at 30th September, 2007 had a weighted average exercise price of £7.08 (2006 £6.94) and a weighted average remaining contractual life of 4.7 years.

The inputs into the Black-Scholes model are as follows:

Scheme type

Date of grant
Options under the DMGT 1997 Executive Share Option Scheme
16th December,
2002
2nd January,
2003
8th December,
2003
16th June,
2004
6th December,
2004
Market value of shares at date of grant (p) 573.00 581.50 607.50 684.00 723.50
Option price (p) 573.00 581.50 607.50 684.00 723.50
Number of share options outstanding 666,500 62,000 757,000 5,000 999,854
Term of option (years) 10 10 10 10 10
Assumed period of exercise after vesting (years) 6.5 6.5 6.5 6.5 6.5
Exercise price (p) 573.00 581.50 607.50 684.00 723.50
Risk-free rate (%) 5.00 5.00 4.80 4.60 4.50
Expected dividend yield (%) 1.61 1.58 1.65 1.51 1.52
Volatility (%) 20.00 20.00 20.00 20.00 20.00
Fair value per option (p) 134.7 136.7 142.8 160.7 170.0

Expected volatility has been estimated based upon relevant historic data in respect of the DMGT plc ‘A’ ordinary share price. The expected life used in the model has been adjusted, based on management's best estimate, for the effects of non-transferability.

The Group did not re-price any of its outstanding options during the year.

 

2007
Number of
share options
2007
Weighted
average
exercise price
£


2006
Number of
share options
2006
Weighted
average
exercise price
£
DMGT 2006 Executive Share Option Scheme
Outstanding at 1st October, 20061,132,0006.90
Granted during the year1,070,5006.881,150,0006.90
Expired during the year(26,000)6.93(18,000)6.98
Outstanding at 30th September, 20072,176,5006.891,132,0006.90
Exercisable at 30th September, 2007
Exercisable at 1st October, 2006

No share options were exercised or forfeited during the year.

The options outstanding at 30th September, 2007 had a weighted average exercise price of £6.89 (2006 £6.90) and a weighted average remaining contractual life of 8.8 years.

 2007
Number of
share options
2006
Number of
share options
Options granted during the period were as follows
27th November, 20061,070,500
31st March, 20061,052,000
5th July, 200698,000
 1,070,5001,150,000

The aggregate of the estimated fair values of the options granted on the above dates is £1.6 million (2006 £1.8 million).

The inputs into the Black-Scholes model are as follows:

Scheme type
 
Options under the DMGT 2006
Executive Share Option Scheme

Date of grant
31st March,
2006
5th July,
2006
27th November,
2006
Market value of shares at date of grant (p)698.00610.50688.00
Option price (p)698.00610.50688.00
Number of share options outstanding1,021,00098,0001,057,500
Term of option (years)101010
Assumed period of exercise after vesting (years)777
Exercise price (p)698.00610.50688.00
Risk-free rate (%)4.504.804.30
Expected dividend yield (%)1.722.011.90
Volatility (%)20.0020.0020.00
Fair value per option (p)153.0143.5150.9

Expected volatility has been based upon relevant historic data in respect of the DMGT plc ‘A’ ordinary share price. The expected life used in the model has been adjusted, based on management's best estimate, for the effects of non-transferability.

The Group did not re-price any of its outstanding options during the year.

 

2007 Number of
awards
2007
Weighted
average
exercise price
£


2006
Number of
awards
2006
Weighted
average
exercise price
£
DMGT Long Term Incentive Plan
Outstanding at 1st October, 2006903,4027.071,006,4417.06
Awarded during the year155,4157.17111,2617.88
Expired during the year(40,692)7.07(214,300)7.43
Outstanding at 30th September, 20071,018,1257.09903,4027.07
Exercisable at 30th September, 2007
Exercisable at 1st October, 2006

No awards were exercised or forfeited during the year.

The awards outstanding at 30th September, 2007 had a weighted average exercise price of £7.09 (2006 £7.07) and a weighted average remaining contractual life of 1.5 years.

 2007
Number of
awards
2006
Number
of awards
Awards made during the year were as follows:
1st January, 2007155,415
1st January, 2006111,261
 155,415111,261

The aggregate of the estimated fair values of the awards granted on the above dates is £0.8 million (2006 £0.7 million).

The inputs into the Black-Scholes model are as follows:

Scheme type Options under the DMGT Long Term Incentive Plan

Date of grant
1st January,
2003
1st January,
2004
1st January,
2005
1st January,
2006
1st January,
2007
Market value of shares at date of grant (p) 593.80703.50753.00788.00717.00
Award price (p) 593.80703.50753.00788.00717.00
Number of awards outstanding 111,557221,74395,650111,261155,415
Term of awards (years) 55555
Assumed period of exercise after vesting (years)
Exercise price (p)
Risk-free rate (%) 5.004.804.504.504.30
Expected dividend yield (%) 1.551.421.461.521.82
Volatility (%) 20.0020.0020.0020.0020.00
Fair value per option (p) 451.30534.70572.30598.90544.90

Expected volatility has been based upon relevant historic data in respect of the DMGT plc ‘A’ ordinary share price. The expected life used in the model has been adjusted, based on management's best estimate, for the effects of non-transferability.

The Group did not re-price any of its outstanding awards during the year.

The Euromoney Capital Appreciation Plan (CAP)

The CAP was introduced in 2005. Each of the CAP awards comprises an option to subscribe for ordinary shares of 0.25p each in the company for an exercise price of 0.25p per ordinary share. The awards become exercisable on satisfaction of certain performance conditions and lapse to the extent unexercised on 30th September, 2014. The initial performance condition (increased during 2007 to reflect the acquisition of Metal Bulletin) was achieved in the year to 30th September, 2007 and the option pool (of a maximum of 7.5 million shares) will be allocated between the holders of outstanding awards. One third of the awards will vest on 14th February, 2008 with the other two thirds vesting in equal tranches in the following two years, but only if the primary and secondary performance conditions are met. Otherwise vesting is deferred until both the profit target of £57.0 million achieved in 2007 is achieved again and the profits of the individual participants’ businesses are at least 75% of that achieved in 2007 but no later than by reference to the year ending 30th September, 2012.

 

2007 Number of
share options
2007
Weighted
average
exercise price
£


2006
Number of
share options
2006
Weighted
average
exercise price
£
Euromoney Option Schemes
Outstanding at 1st October, 20062,447,9654.042,706,6883.97
Granted during the year140,5784.1992,3933.69
Exercised during the year(107,049)4.01(228,878)3.02
Expired during the year(227,768)4.09(122,238)3.97
Outstanding at 30th September, 20072,253,7264.052,447,9654.04
Exercisable at 30th September, 20072,253,7264.052,447,9654.04
Exercisable at 1st October, 20062,447,9654.042,706,6883.97

The weighted average share price at the date of exercise for share options exercised during the year was £5.91.

The options outstanding at 30th September, 2007 had a weighted average exercise price of £4.05 (2006 £4.04) and a weighted average remaining contractual life of 3.3 years.

 2007
Number of
share options
2006
Number of
share options
Options granted during the period were as follows
30th September, 2007140,578
30th September, 200692,393
 140,57892,393

The aggregate of the estimated fair values of the options granted on the above dates is £589,022 (2006 £340,930).

The inputs into the Black-Scholes model are as follows:

Scheme typeCAP
Date of grantTranche 1
20th June,
2005
Tranche 2
20th June,
2005
Tranche 3
20th June,
2005
Market value of shares at date of grant (p)401.0401.0401.0
Option price (p)0.250.250.25
Number of share options outstanding2,500,0002,500,0002,500,000
Term of option (years)101010
Assumed period of exercise after vesting (years)3.284.535.53
Exercise price (p)0.250.250.25
Risk-free rate (%)5.05.05.0
Dividend growth (%)8.48.48.4
Fair value per option (£)3.283.022.82

The inputs into the Black-Scholes model are as follows:

Scheme typeExecutive OptionsSAYE

Date of grant
4th December,
2002
28th January,
2004
1st February,
2004
4th January,
2005
1st February,
2006
5th January,
2007
Market value of shares at date of grant (p)259.0419.0405.0423.0461.0524.0
Option price (p)259.0419.0324.0338.0369.0419.0
Number of share options outstanding376,000335,0001,13826,14377,250125,563
Term of option (years)10104444
Assumed period of exercise after vesting (years)5.55.53.03.03.03.0
Exercise price (p)259.0419.0324.0338.0369.0419.0
Risk-free rate (%)4.104.104.804.804.804.80
Expected dividend yield (%)3.903.903.403.403.403.40
Volatility (%)30.0030.0030.0030.0030.0030.00
Fair value per option (£)0.520.721.111.241.241.51
Scheme type

Date of grant
Internet Securities, Inc.cash settled options
2nd February,
2004
11th May,
2005
28th February
2006
Market value of shares at date of grant (p) n/a n/a n/a
Option price (p) n/a n/a n/a
Number of share options outstanding 77,282 2,500 51,000
Term of option (years) 10 10 10
Assumed period of exercise after vesting (years) 6.5 5.5 4.5
Exercise price (p) n/a n/a n/a
Risk-free rate (%) n/a n/a n/a
Expected dividend yield (%) n/a n/a n/a
Dividend growth (%) n/a n/a n/a
Fair value per option (US$) 18.57 18.57 18.57

The Capital Appreciation Plan (CAP) options were valued using a fair value model that adjusted the share price at the date of grant for the net present value of expected future dividend streams up to the date of expected exercise. Under IFRS 2, Internet Securities, Inc. options are classified as cash settled options. As such their related fair value equates to the fair value at the balance sheet date. For both these option schemes, the expected term of the option used in the models has been adjusted, based on management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations. The share-based expense recognised in the year for the CAP options was £9,629,000 (2006: £4,307,000), for Executive and Save as You Earn options £202,000 (2006 £121,000) and for Internet Securities, Inc. options £345,000 (2006 nil).

RMS options plan

RMS options were granted at market value. The options become exercisable after a four-year vesting period and lapse 10 years from the grant date. The stock issued under the plan must be held for nine months and they are subject to put or call options where DMGT plc and DMGI have the right to settle in DMGT 'A' ordinary shares. The options plan classification changed from cash-settled plan in June 2005 to equity settled plan following a change of settlement feature of stock issued under the plan.

 

2007
Number of
share options
2007
Weighted
average
exercise price
$


2006
Number of
share options
2006
Weighted
average
exercise price
$
RMS Option Scheme      
Outstanding at 1st October, 2006 1,537,033  29.78  883,724 16.61
Granted during the year 949,525  36.39  1,109,233 29.78
Forfeited during the year (199,907)  36.39  (106,037) 29.78
Exercised during the year (109,892)  36.39  (349,887) 29.78
Outstanding at 30th September, 2007 2,176,759  36.39  1,537,033 29.78
Exercisable at 30th September, 2007 2,176,759  36.39  1,537,033 29.78
Exercisable at 1st October, 2006 1,537,033  29.78  883,724 16.61

The weighted average share price at the date of exercise for share options exercised during the year was $36.39 (2006 $29.78).

The options outstanding at 30th September, 2007 had a weighted average share price of $36.39 (2006 $29.78) and a weighted average remaining contractual life of 8.1 years.
  2007
Number of
share options
2006
Number of
share options
Options granted during the period were as follows    
1st October 794,875  976,999
2nd October 4,000  
3rd October  3,500
9th October 1,200  
10th October  2,500
23rd October 3,200  
7th November 4,000  
9th November  30,000
13th November 2,500  
30th November 10,000  
1st December 1,000  
4th December 2,500  
1st January 500  
1st February  23,600
26th February 1,000  
1st March 19,500  
13th March  4,200
1st April 6,250  
3rd April  21,000
1st May 81,000  
14th May 6,500  
15th May 1,000  
29th May 1,000  
30th May  1,500
1st June 500  
11th June 1,000  
12th June  2,134
18th June 3,000  
22nd June  4,000
26th June  7,500
30th June  20,000
15th July 2,000  
17th July  4,000
23rd July 1,000  
1st August  1,500
6th August 2,000  
28th August  1,200
11th September  1,200
18th September  1,200
29th September  2,000
30th September  1,200
 
949,525
 
1,109,233
 

The aggregate of the estimated fair values of the options granted on the above dates is $9.8 million (2006 $9.5 million).

The inputs into the Black-Scholes model are as follows:

Scheme type
Date of grant

During 2001

During 2002
Options in RMS
During 2003

During 2004

During 2005
Market value of shares at date of grant (US cents) 526.0 481.0 556.0 913.0 1,661.0
Option price (US cents) 526.0 481.0 556.0 913.0 1,661.0
Number of share options outstanding 18,225 10,441 53,585 88,056 135,492
Term of option (years) 0.67 1.67 2.67 3.67
Assumed period of exercise after vesting (years) 6-9 6-9 6-9 6-9 6-9
Exercise price (US cents) 526.0 481.0 556.0 913.0 1,661.0
Risk-free rate (%) 4.00 4.00 4.00 4.00 4.00
Expected dividend yield (%) 2.00 2.00 2.00 2.00 2.00
Volatility (%) 35.00 35.00 35.00 35.00 35.00
Fair value per option (US cents) 2,222.0 2,243.0 2,138.0 1,791.0 1,253.0

Scheme type
Date of grant
Options in RMS
During 2006During 2007
Market value of shares at date of grant (US cents) 2,978.0 3,639.0
Option price (US cents) 2,978.0 3,639.0
Number of share options outstanding 954,655 916,305
Term of option (years) 4.27 3.80
Assumed period of exercise after vesting (years) 6-9 6-9
Exercise price (US cents) 2,978.0 3,639.0
Risk-free rate (%) 4.00 4.67
Expected dividend yield (%) 2.00 2.00
Volatility (%) 35.00 35.00
Fair value per option (US cents) 857.0 1,029.0

RMS Options were granted at market value. The options become exercisable after a four-year vesting period and lapse after 10 years from grant date. Previously, the stock issued under the plan was subject to a nine month holding period, which has been subsequently removed during 2007. The stock issued under the plan is subject to put or call options where DMGT has the right to settle in DMGT 'A' ordinary shares or cash. The options plan classification changed from cash settled plan in June 2005 to equity settled plan following a change of settlement feature of stock issued under the plan.

Expected volatility was determined by calculating the historical volatility of comparable companies.

Genscape options plan

Genscape options were granted at market value. The options become exercisable after a three-year vesting period and lapse after 10 years from the grant date. The stock issued under the plan is subject to put or call options where DMGT has the right to settle in DMGT 'A' ordinary shares.

 

2007
Number of
share options
2007
Weighted
average
exercise price
$


2006
Number of
share options
2006
Weighted
average
exercise price
$
Genscape Option Scheme       
Outstanding at 2nd October, 2006 4,549,632  2.79  
Granted during the year    4,549,632 2.79
Forfeited during the year (50,000)  2.79  
Outstanding at 30th September, 2007 4,499,632  2.79  4,549,632 2.79
Exercisable at 30th September, 2007 4,499,632  2.79  4,549,632 2.79
Exercisable at 1st October, 2006 4,549,632  2.79  

There were no share option exercises during the year.

The options outstanding at 30th September, 2007 had a weighted average remaining contractual life of 8.7 years.

  2007
Number of
share options
2006
Number of
share options
Options granted during the period were as follows    
May 4,449,632
September 100,000
 4,549,632

The aggregate of the estimated fair values of the options granted on the above dates is $nil (2006 $3.3 million).

The inputs into the Black-Scholes model are as follows:

Scheme type
Date of grant
Options in Genscape
During 2006 During 2007
Market value of shares at date of grant (US cents) 277.8
Option price (US cents) 277.8
Number of share options outstanding 4,499,632
Term of option (years) 5.00
Assumed period of exercise after vesting (years) 7-9
Exercise price (US cents) 277.8
Risk-free rate (%) 4.00
Expected dividend yield (%) 3.50
Volatility (%) 35.00
Fair value per option (US cents) 73.00

Genscape options were granted at market value. The options become exercisable after a three-year vesting period and lapse after 10 years from the grant date. The stock issued under the plan is subject to put or call options where DMGT has the right to settle in DMGT 'A' ordinary shares or cash.

Expected volatility was determined by calculating the historical volatility of comparable companies.



2007
Number of
share options
2007
Weighted
average
exercise price
£


2006
Number of
share options
2006
Weighted
average
exercise price
£
Trepp Option Scheme      
Outstanding at 1st October, 2006
Granted during the year 511,570 2.54
Outstanding at 30th September, 2007 511,570 2.54
Exercisable at 30th September, 2007 170,523 2.54
Exercisable at 1st October, 2006

No options were exercised during the year.

The options outstanding at 30th September, 2007 had a weighted average remaining contractual life of four years.

 2007
Number of
share options
2006
Number of
share options
Options granted during the period were as follows  
1st October511,570
 511,570

The aggregate of the estimated fair values of the options granted on the above dates is $1.3 million (2006 $nil).

The inputs into the Black-Scholes model are as follows:

Scheme type
Date of grant
Options in Trepp
During 2007
Market value of shares at date of grant (US cents)1,190.00
Option price (US cents)1,190.00
Number of share options outstanding511,570
Term of option (years)3
Assumed period of exercise after vesting (years)2-5
Exercise price (US cents)1,190.00
Risk-free rate (%)4.67
Expected dividend yield (%)4.30
Volatility (%)35.00
Fair value per option (US cents)254.00

Trepp Options were granted at market value. The options become exercisable after a three-year vesting period and lapse after five years from the grant date. The stock issued under the plan is subject to put or call options where DMGT has the right to settle in DMGT 'A' ordinary shares.

Expected volatility was determined by calculating the historical volatility of comparable companies.

40 ULTIMATE HOLDING COMPANY

The Company’s ultimate holding company is Rothermere Continuation Limited, a company incorporated in Bermuda.

41 RELATED PARTY TRANSACTIONS

Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note. The transactions between the Group and its joint ventures and associates are disclosed below.

Ultimate controlling party

The Company’s ultimate controlling party is the Viscount Rothermere, the Company’s Chairman. Transactions relating to the remuneration and shareholdings of the Viscount Rothermere are given in the Remuneration Report.

Transactions with Directors

There were no material transactions with Directors of the Company, except for those relating to remuneration and shareholdings, disclosed in the Remuneration Report.

For the purposes of IAS 24, Related Party Disclosures, Executives below the level of the Company's Board are not regarded as related parties.

The remuneration of the Directors, who are the key management personnel of the Group, is set out below in aggregate for each of the categories specified in IAS 24. Further information about the individual Directors' remuneration is provided in the audited part of the Directors' Remuneration Report.

 2007
£m
2006
£m
Short term employee benefits5.95.1
Other long-term benefits4.82.8
Share-based payments1.20.9
 11.98.8

There were no retirement benefits or termination charges in 2006 or 2007.

Transactions with joint ventures and associates

Details of the Group’s principal joint ventures and associates are set out in note 20.

Associated Newspapers has a 41.75% investment in Indigo Holidays Limited which is an associate. During the year, the Group received advertising revenue from Indigo Holidays of £nil (2006 £1,000). The Group has funded the ongoing costs of Indigo by way of loans during the year. Interest was charged on these loans during the year at base rate +1% and amounted to £600,000. The total amount due from Indigo on 30th September, 2007 was £3.7 million (2006 £6.3 million).

Associated Newspapers Limited has a 45% shareholding in Fortune Green Limited. During the year the Group received revenue for newsprint, computer and office services of £0.6 million (2006 £0.9 million). Amounts due from Fortune Green Limited at 30th September, 2007 were £40,000 (2006 £0.5 million).

Associated Newspapers Limited has a 20% share in the Newspapers Licensing Agency from which royalty revenue of £2.0 million was received (2006 £1.7 million). Commissions paid on this revenue total £0.4 million (2006 £0.3 million).

During the year, Northcliffe Media Limited sold its 25.88% investment in fish4 Limited for £0.1m. Wholesale recruitment charges of £162,000 were charged by fish4 Limited to the Group during the year.

Northcliffe Media Limited owns a 25% share of holdthefrontpage.co.uk Limited. During the year sales to Northcliffe Media Limited of £8,000 were disclosed as were £0.1 million of costs incurred by Northcliffe Media Limited. A balance of £10,000 was due to holdthefrontpage.co.uk Limited at the year end.

During the year, George Little Management LLP (GLM), a 49% associate of DMG World Media, Inc recorded US$1.6 million (£0.9 million) (2006 US$1.6 million or £0.9 million) of management revenue related to the California Gift Shows which is owned by DMG World Media (USA) Inc. GLM also recorded approximately US$0.3 million (£0.2 million) (2006 $0.3 million or £0.2 million) of management fee revenue related to shows owned by DMG World Media (Canada) Inc.

During the year, DMG World Media (USA) Inc received distributions from GLM in the amount of $7.9 million (£4.0 million) (2006 $6.8 million or £3.8 million).

During the year, Landmark charged management fees of £0.3 million (2006 £0.3 million) to Point X Limited, a joint venture of DMG Information Limited, and recharged costs of £0.1 million (2006 £0.1 million). Point X received royalty income from Landmark of £53,000 (2006 £51,000) and owed £48,000 to Landmark (2006 £0.2 million) at year-end.

PPR US Limited has a data purchase agreement with Real Capital Analytics Limited a 24.74% associate of DMG Information Inc., and during the year incurred $98,000 (£50,000) of expense. RCA also became a client of PPR during the year which generated sales of $23,000 (£12,000) in PPR.

During the year, Hobsons received dividend income of £0.2 million (2006 £0.2 million) from ECCTIS Limited.

Details of the Group’s principal joint ventures and associates are set out in note 20.

At the year end, RMS Limited owes OYO RMS Limited $64,000 (£32,000), (2006 $22,000, £13,000).

Other related party disclosures

As at 30th September, 2007 there was a loan to an officer of the Company of £33,258 (2006 £33,258) which bears interest at 5% per annum. The maximum amount outstanding during the year was £33,258. At 30th September, 2007 there was a further loan outstanding of £3,733 made to the officer of the Company on 16th July. This loan bears interest at 6.25% per annum. The maximum amount outstanding during the year was £3,733.

At 30th September, 2007, the Group owed £1.2 million (2006 £0.7 million) to the pension schemes which it operates. This amount comprised employees’ and employer’s contributions in respect of September 2007 payrolls which were paid to the pension schemes in October 2007.

The Group recharges its principal pension schemes with costs of investment management fees. The total amount recharged during the year was £0.7 million (2006 £0.7 million).

42 POST BALANCE SHEET EVENTS

On 1st October 2007, the Group acquired the remaining 51% of the membership interests of George Little Management LLC (GLM) for cash consideration of £77.0 million (US$155 million). Costs incurred were £0.3 million. dmg world media acquired an initial 25% of the membership interests in GLM in November 2000, followed by a subsequent 15% in January 2005. An additional 9% of the membership interests was acquired in January 2007 for £11.1 million (U$21.8 million).

Following this latest acquisition, the total investment in GLM is £155 million.

GLM is the largest producer and marketer of tradeshows for consumer goods in the US, serving industries such as giftware, social stationery, home textiles, tabletop, gourmet housewares, contemporary furniture and wellness. GLM is involved in the production of nearly 40 tradeshows in 15 cities across the US and Canada.

GLM is accounted for as an associate in the September 2007 financial statements. The final acquisition of 51% of GLM will be accounted for by the purchase method of accounting and GLM presented as a subsidiary undertaking from 1st October, 2007. IFRS 3, Business Combinations, requires the evaluation of the fair value of 100% of the net assets acquired on gaining control.

Provisional fair value of net assets acquired





Book value
£m
Provisional
Fair value
adjustments
£m

Provisional
fair value
£m
Goodwill 0.7 47.9 48.6
Intangible assets 117.5 117.5
Property, plant and equipment 0.8 0.8
Interests in associates 0.2 0.2
Prepaid show expenses 1.8 1.8
Trade and other receivables 2.0 2.0
Cash and cash equivalents 1.2 1.2
Trade and other payables (4.6) (4.6)
Deferred taxation (32.9) (32.9)
  2.1 132.5 134.6

The principal provisional fair value adjustments relate to intangible assets recognised relating to the exhibition brands, related deferred tax liability and £47.9 million attributable to goodwill which represents future synergies.

The fair values set out above are provisional as the Group is currently finalising the purchase price allocation.

If the acquisition of the remaining 51% of GLM had been completed on the first day of the financial year, Group revenues for the period would have been £33.9 million (US$66.8 million) higher than reported and Group profit attributable to equity holders of the parent would have been £4.1 million (US$8.0 million) higher.