CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
2
Directors, Advisers and Other Corporate Information
Company registration number
04948078
Incorporated / Domiciled in
England
 Wells Point
79 Wells Street
London
W1T 3QN
Directors 
JPE Taylor (Chairman) 
MH Kerswell (Interim Chief Executive)
C Morrison
C Satterthwaite 
RW Boyle 
RS Miskin
Company Secretary
C Baty
Bankers
Royal Bank of Scotland plc
Corporate Banking London
9th Floor 
280 Bishopsgate
London
EC2M 4RB
Barclays Bank PLC
1 Churchill Place

 Solicitors
Macfarlanes LLP 
10 Norwich Street 
London        
EC4A 1BD
Travers Smith LLP       
10 Snow Hill         
London                  
EC1A 2AL                    
Independent Auditors
PricewaterhouseCoopers LLP
Chartered Accountants and Statutory 
Auditors
1 Embankment Place
London 
WC2N 6RH
Registrars
Share Registrars Limited 

9 Lion and Lamb Yard
Farnham
Surrey
GU9 7LL
  Directors, Advisers and Other Corporate Information 2
  Highlights 4
  Chairman’s Statement 6
  Chief Executive Review 8
  Financial Review 22
  Board of Directors 30
  Report of the Directors 32
  Corporate Governance Report 38
  Corporate Social Responsibility 46
  Directors’ Report on Remuneration 48
  Independent Auditors’ Report 58
  Consolidated Statement of Comprehensive Income 60
  Consolidated Statement of Changes in Equity 61
  Company Statement of Changes in Equity 62
  Consolidated Balance Sheet 63
  Company Balance Sheet 64
  Consolidated Cash Flow Statement 65
  Company Cash Flow Statement 66
  Statement of Accounting Policies 67
  Notes to the Financial Statements   74
Contents Who we are and what we do
Centaur is an integrated, multi-platform business media group, 
providing business information, events and marketing solutions to 
selected professional and commercial markets. 
Our market leading brands do this using the deep understanding of, 
and insight into, the markets they operate in, delivering sustainable 
competitive advantage to our business customers and communities.
 We are constantly focused on providing the highest-quality, 
business-critical products and services, in whatever format and at 

Centaur is a modern, digital, entrepreneurial business with a 
culture of innovation, collaboration, openness and trust. Our people 
are passionate and proud of what they do, and work here because 
their contributions are valued and their efforts are rewarded. CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
4
Financial
 Adjusted EBITDA up 10% to £12.9m (2012: £11.7m) 
 (2012: £8.0m) 
 Reported loss before tax of £37.4m 
includes a non-cash impairment charge of £39.2m (2012: £nil)
 Adjusted basic EPS up 7% to 4.5p (2012: 4.2p) with a 
proposed full year dividend of 2.4p (up 7%)
 Cash conversion remains strong at 112% (2012: 120%)
Operational
 Revenue mix continues to improve
 Digital contribution increased to 35%, paid-for content 
28% and events 36%
 Advertising revenues reduced as planned to 35% of total 
revenues
 Refocus around market segments driving greater focus on 
delivery of revenue and cost synergies
 Acquisition of Econsultancy completed in July 2012 and 
integration accelerating
NOTES
1. Adjusted results exclude 
adjusting items as detailed 
in the Basis of Preparation 
section of the Statement of 
Accounting Policies (page 
67).
2. Cash conversion rate is 

expres sed as a percentage 


as calculated in the Basis of 
Preparation section of the 
Statement of Accounting 
Policies (page 68) and 

calculated in the Financial 

3. adjust for the impact of 
acquisitions, disposals and 
discontinued activities by 
excluding them from both 

results.
4. Reported los s before tax 

 impairment charge of 

Highlights
35%
Digital
36%
Events
28%
Print
30% 31% 38%
26% 30% 43%
Revenue by type
2013
2012
2011 Year to Year to Reported Underlying
30 June 30 June Growth Growth 
3
2013 2012 % %
 Revenue (£m) 72.0 65.6 10% (3%)
 Adjusted EBITDA (£m)
 1
12.9 11.7 10% (2%)
 Adjusted EBITDA margin 18% 18%

1
8.6 8.0 8%

 Basic (LPS)/EPS (pence) (27.3) 0.9
 Adjusted basic EPS (pence)
 1
4.5 4.2 7%
 Dividend per share (pence) 2.4 2.25 7%

 Cash conversion
2
112% 120%
35%
Advertising
28%
Paid-for content
36%
Events
43% 25% 31%
49% 20% 30%
CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
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Revenue by source
2013
2012
2011 CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
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Overview
 growth, albeit at a slower rate than initially anticipated, in what 
have remained challenging economic conditions. I am also happy to 

 proved volatile for much of 2013, but also a sharper focus across 
the Group and with much greater emphasis on the speed of change 
and delivery of results.
Adjusted EBITDA increased by 10% to £12.9m (2012: £11.7m). 
 with adjusted EPS up 7% to 4.5p (2012: 4.2p). 

business over the last two years, the management changes made in 

strategic objectives. These strategic objectives are to build market-
leading positions in selected high growth markets, to improve the 
quality of our revenue streams by growing revenues from digital, 
paid-for content and events, and to leverage scale to deliver 

Our refocus around four market segments - Marketing, Professional, 
Financial and Consumer - will facilitate effective delivery and execution 
of revenue and cost synergies, strengthen further initiatives to increase 
the proportion of revenues generated from digital, paid-for content 
and events, and allow the business to exploit fully the opportunities 

Dividend

giving a full year dividend of 2.4p (2012: 2.25p). The 7% increase in 

prospects of the Group.
The level of dividend cover against adjusted EPS at 1.9 times (2012: 
1.9 times) remains slightly below our target level of 2 to 3 times. 

restructuring and investment initiatives we have undertaken over 
the last two years.
Board and employees
The last 12 months have been a time of both challenge and 
achievement for the business and our people. I would like to take 
this opportunity to express my thanks to all our employees for their 

future success.
Colin Morrison has served as a non-executive director since 2004 
and will not be offering himself for re-election at the Annual 
General Meeting in November 2013. I would like to place on record 
my thanks for the contribution that Colin has made to the Board and 
the Group over the last 9 years.

2013. The process to appoint a new permanent Chief Executive 

announcement in due course.
Current trading and outlook 
The trading momentum across the Group in the latter part of the 
 on markets and customers, opportunities to scale the business more 
effectively, and a strong pipeline of new digital platforms and event 
launches, Centaur is better placed to exploit fully the numerous 
opportunities across the Group.
The Group ended the year with an improved revenue and earnings 

are growing well, whilst the print, advertising funded businesses 

positive.
 refocused organisation, and accelerating organic and new product 
growth.
Patrick Taylor
Chairman
11 September 2013
 CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
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“I am pleased to be able to 

alongside a sharper focus on 
our markets and customers 
and greater emphasis on the 
speed of change and the 
delivery of results.”
PATRICK TAYLOR
CHAIRMAN CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
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Chief Executive Review
Strategic overview
Centaur is an integrated, multi-platform business 
media group, providing business information, events 
and marketing solutions to selected professional and 
commercial markets.
The Group’s strategic objectives are:
 To build market-leading positions in selected high 
growth markets, each underpinned by a deep 
and unrivalled understanding of the markets and 
customers that we serve.
 To improve the quality of our revenues and 
earnings by increasing the proportion of revenues 
generated from digital, paid-for content and events.
 To leverage scale and to drive operational 
excellence across the Group to deliver sustainable 

Financial targets
In October 2011, the Group announced headline 

June 2014.  These were to double revenues, double 
the digital share of total revenues to at least 50% and 
double adjusted EBITDA margins to at least 25%. 
In the year to 30 June 2013, digital revenues 
accounted for 35% of total revenues, EBITDA margins 
were 18% and revenues were 24% ahead of their 
2011 underlying base. Our progress in achieving the 
targets set out in 2011 has been primarily held back 
by weaker underlying revenue growth in the two 

We remain focused on increasing our digital share of 
total revenues and our adjusted EBITDA margins, but 
we anticipate replacing in due course the underlying 
revenues objective with more appropriate targets. 
Market and segment focus
To accelerate the delivery against its strategic 
objectives, Centaur has refocused its business around 
four market segments: Marketing, Professional, 
Financial and Consumer. By focusing on our markets, 
customers and audiences we are:
 Ensuring that we are an essential part of the 

proposition that creates competitive advantage for 
our customers and audiences.
 Improving collaboration and integration across the 
business. As a result, we are:
 Strengthening initiatives to increase the 
proportion of revenues generated from digital, 
paid-for content and events. Advertising 
revenues will see their relative importance 
diminish over time.
 Facilitating greater focus on the delivery and 
execution of revenue and cost synergies and 
accelerating the pace of change across the 
Group, leveraging our asset base and skill sets 
across the entire business.
 Allowing the business to fully exploit the 

completed since July 2011. 
Market segments
As announced in May 2013, the Group is now 
reporting its results across four market segments, 
which comprise the following activities and brands:
Marketing
 The digital, print and events activities across the 
established B2B brands - Marketing Week, Creative 
Review, and Design Week.

serving the European marketing community.

which provides forward planning and contact 
information to the marketing, media and PR 
communities.
 Econsultancy, a digital information and events 
business which is building a leading position in the 
market for digital marketing and e-commerce. CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
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450
“We have made excellent progress in shifting our 
revenue mix in favour of digital, paid-for content 
and events. The emphasis around our core 
markets strengthens initiatives to improve the 
quality of our revenues and earnings, accelerates 
focus on revenue and cost synergies and allows 
the business to more effectively exploit the value 
in recent acquisitions”
Professional
 The digital, print and events activities across the 
established B2B brands serving the Legal, HR and 
Engineering communities - The Lawyer, Employee 

 Perfect Information, a digital information and work 

sector.
 VB Research, a digital information business 
serving investment communities across the global 
renewable energy and security markets.
 FEM, an information and events business serving 
HR professionals across the global mobility market.
 A portfolio of B2B exhibitions serving the Meetings, 
Business Travel, Engineering and Humanitarian 
sectors – The Meetings Show, Business Travel 
Show, Subcon and Aidex.
Financial
 The digital, print and events activities across 

services industry - Money Marketing, Mortgage 
Strategy, Fund Strategy and Corporate Advisor.
 Taxbriefs, a leading provider of specialist content to 

 Headline Money, a digital information business 

sector.
 The Platforum, a specialist information business in 

Consumer
 The digital, print and events activities across the 
established UK focused self-build, renovation, 
home improvement and period homes markets - 
Homebuilding and Renovating, The National and 
Regional Homebuilding and Renovating exhibitions, 
Real Homes, Period Living and The National Home 
Improvement Show.
Alongside the refocus of the business around its 
markets and customers, the Group is also:
 Building a stronger digital culture through 
investment in digital development capability across 
the Group as a whole rather than across individual 
divisions.
 Investing in core audience and customer data and 
technology platforms.
 Investing in our people to develop and align 
core skills and capabilities across the business, 

and marketing.
 Building a high performance culture with improved 
reward mechanisms that better align to stretching 
performance goals.
 Accelerating opportunities to build paid-for content 
subscription solutions across those parts of the 
business that have traditionally been primarily 
advertising funded.
 Applying more rigour around investment in new 
product development and the allocation of capital 
and management time across the Group as a whole, 
rather than across individual divisions.
 Consolidating all London-based operations in 

2014, we have agreed to co-locate Econsultancy 
alongside other marketing portfolio assets based 

2013. This will allow the Group to exploit revenue 
synergies and shared capabilities more effectively 
across the Marketing portfolio.
 Accelerating the integration of recent acquisitions 
to scale the business more effectively and 
to leverage the operational and technology 

many of these acquisitions. CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
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Chief Executive Review
“Centaur is a growing business. 
With greater collaboration across all 
parts of the business and a strong 
pipeline of new digital platforms 
and event launches, we are better 
placed to exploit fully the numerous 
opportunuties across the Group”
Financial year end
The Board has considered carefully the impact of 


the limited levels of visibility across some parts 
of the business, and the consequential impact on 
expectations around our full year numbers, the Board 


year end to December. Further information on the 
impact of this change is included in the Financial 
Review.
Management Team
The Group is managed by an Operating Board, which 
is led by Mark Kerswell as interim CEO. Peter Harris 
has been appointed as interim CFO. Across each of the 
four market segments, Simon Middelboe and Andrew 
Evans lead our information and events activities 
respectively. Stephen Farish has recently joined the 
Group on an interim basis to oversee our publishing 
activities, and Kathleen Jones was appointed to the 
Operating Board as Group HR Director in November 
2012. These changes in the leadership team have 
provided new impetus and focus to the business and 
the challenges ahead.
People
The operating board has prioritised investment in 
people policies and practices as part of a plan to 
strengthen our employee proposition.  
Employee engagement was measured across the 
Group in an all employee survey in March 2013.   

survey since 2011 and the results were generally 

result of the survey were to improve the working 
premises and environment, enhance our internal 
communications, improve opportunities for training 
and development across the Group and develop 
appropriate recognition and reward strategies.  
In addition to each theme being sponsored by a 
member of the Operating Board, local management 
have developed plans to improve against issues 


in their careers by being customer focused and best 

customers.  
Remuneration continues to be an important topic for 
the Group, our employees and our stakeholders. We 
are actively working to ensure improved alignment 
between performance and reward, and that our 
people are appropriately incentivised with variable 
pay and bonus plans that drive high performance 
whilst reinforcing the appropriate cultural behaviours 
and values of the Group.   We have moved to an 
annualised pay process for this performance year to 
ensure that reward is administered more effectively 
and pay awards are allocated against focused criteria 
in a fair and equitable way.
We have implemented a new on-line Performance 
and Development management tool for the new 
performance year. Having trained all managers on 
their responsibilities, we aim to help drive employee 
contribution and engagement as great conversations 
are focused on SMART objectives and providing better 
development support to staff.  This is the foundation 
for building and embedding a stronger performance 
culture across the group.
We also recognise that managers need to improve 
their own management skills continually and Centaur 
is investing in building the Centaur Management 
Academy to ensure managers are better equipped 
to deal with the challenges they face in a changing 
workplace.  Acquisitions such as Econsultancy have 
highlighted the depth of expertise we hold within the 
Group and we are keen to exploit that potential for 
 CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
11
Operational review
Our events and subscription-based businesses 
have delivered strong growth in 2013, and are well 
positioned to accelerate growth into 2014. Our 
exhibitions portfolio has grown revenues by 11%, 
which is an excellent performance relative to our 

existing portfolio and driving a healthy pipeline 
of new event launches. Our subscription-based 
businesses have also shown strong momentum, with 

annualised invoiced subscription revenues in excess 
of 25%, which positions both businesses exceptionally 

recent acquisitions, FEM and The Platforum, have also 
had strong years and are well positioned to deliver 
good growth into 2014. VB Research is also growing 
well and we anticipate this accelerating into 2014, 
 collaboration with other businesses operating in the 
same professional markets.
Underlying revenues did not, however, return to 
growth as had been anticipated in February 2013. 
The key factors impacting underlying and reported 
performance in the latter part of the year were 
the continued weakness in print advertising, most 

in recruitment revenues, and losses incurred across 

of these factors has been partially offset by the effect 
of prior year cost savings and growth across other 
parts of the Group, this revenue weakness has had 
a material impact on full year earnings. Underlying 

weakness in Perfect Information and weaker digital 
advertising revenues, principally across the Financial 
portfolio.
A key focus across the Group is shifting the emphasis 
of our revenue mix in favour of digital, paid-for 
content and events. Print and advertising revenues 
still have an important role to play, but their relative 
importance across the Group is diminishing as 
planned. Advertising revenues now account for 35% of 
total revenues (2012: 43%), with recruitment revenues 
accounting for only 8% of total revenues (2012: 11%). 
Paid-for content and events revenues now account 
for 28% and 36% respectively of total revenues (2012: 
25% and 31%). Digital revenues accounted for 35% of 
total 2013 revenues (2012: 30%), with print revenues 
now accounting for only 28% of total revenues 
(2012: 38%). The continued shift in our revenue 


and marketing titles, but also the impact of recent 
acquisitions, all of which are focused predominantly 
on digital, paid-for content and events.
We have continued to manage our cost base 
rigorously, but the impact of the weaker print and 
advertising revenues means that EBITDA margins 
remain at 18%, with adjusted EBITDA of £12.9m 
(2012: £11.7m) growing by 10%. With greater focus on 
operational excellence across the Group as a whole, 
the Group believes that EBITDA margins in excess of 
25% are achievable in the medium term. 
As a result of the weakness in print advertising 
revenues across the Group and a reduction in 
performance from overseas locations, the Group has 
recognised a non-cash impairment of £39.2m (2012: 
£nil) against goodwill. 
Hospitality Technology Europe Show 2013 CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
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Chief Executive Review
MARKETING
Our Marketing division brings together all of the 
established and recently acquired businesses that serve 
the Marketing industry, including Marketing Week, Creative 


expected to be most keenly felt across this division. The 
consolidation of these businesses, also under one roof, 
will create a far stronger proposition to the market, and 
create further opportunities to leverage the technology 
and business models across the combined portfolio.


Econsultancy, acquired in February 2011 and July 
2012 respectively. Underlying revenues declined by 

advertising revenues across Marketing Week and 
Creative Review. Digital advertising revenues across 
 The division continues to generate revenues from digital, 
events and print in line with our Group strategy, with 
digital revenues increasing to 44% (2012: 35%), events 
increasing to 39% (2012: 33%) and print decreasing to 
16% (2012: 33%) of divisional revenues. Advertising 
revenues across this division now account for 33% of 
divisional revenues (2012: 48%), with paid-for content 
revenues accounting for 28% (2012: 20%).
Events revenues include Marketing Week Live, the 
Marketing Week Engage Awards, The Digitals and 

activities in the UK and overseas.

impacted by losses incurred across their international 

training engagements. Action has already been taken 
to mitigate these losses in 2014, with the closure of the 



adjusted EBITDA, and the invoiced subscription revenues 

grown by 22% year on year. 
Econsultancy is launching the Festival of Marketing 
in October 2013, effectively repositioning its existing 
UK events and leveraging the brand strength and 
relationships across all the Marketing division products. 
Forward bookings for this event are encouraging, with 
revenues at over 90% of target at the end of August 2013.

its digital, subscription-based revenues. Invoiced 
subscription revenues at 30 June were 32% ahead of 
the same period last year, with renewal rates, yields 

established a presence in North America and is 
launching its new Celebrity Intelligence product in 
September 2013. The growth prospects across the 
business are exciting, as are the opportunities to 

parts of the Group.
Adjusted EBITDA margins across the Marketing 

digital subscription products and weaker advertising 
revenues across our established B2B titles.
Deferred revenues across the Marketing segment are up 
125% compared to the same period last year. Forward 
bookings across our print and digital B2B publications 
are also up 8% compared to last year, and the trends 
that we are seeing across these titles are encouraging.
The outlook for this division is increasingly positive - a 
sharper focus on our customers and audience, and 
greater opportunity to leverage digital, paid-for content 
opportunities across the division, gives us greater 

44%
Digital
32%
Advertising
39%
Events
39%
Events
16%
Print
28%
Paid-for content
Revenue by type*
Revenue by source*
NOTES 
*The balancing 

other revenues CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
13

invoiced 
subscription 
revenues have 
grown by 22% 
22%
The Digitals 2013
Marketing Week Live 2013 CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
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 PROFESSIONAL 
The Professional division consists of a range of 
brands, including strong traditional print titles, 
industry-leading exhibitions and recently acquired 
integrated digital solutions. The exhibitions in this 
division, including The Business Travel Show, SubCon, 

with a 30% rise in revenues to £2.9m (2012: £2.2m).
Digital revenues have increased to 44% (2012: 
42%), events have increased to 35% (2012: 29%) 
and print has decreased to 20% (2012: 27%) of 
divisional revenues. The division is less dependent 
on advertising revenues that now account for 33% of 
divisional revenues (2012: 41%), with paid-for content 
revenues accounting for 31% (2012: 28%). 
The Lawyer has performed well with revenues 
decreasing by only 3% in 2013 despite a challenging 

opportunities to partner with our other professional 
community brands, Perfect Information and VBR. By 
leveraging these strong brands we believe the market 
share of existing products can be expanded more 

paid-for content revenues across The Lawyer.

and FEM, performed well producing an 18% rise in 

producing a 21% rise in revenues, and FEM growing its 
 position in the global HR mobility community. 
44%
Digital
35%
Events
20%
Print
Chief Executive Review
Perfect Information has performed in line with 
expectations in 2013, and is now leveraging its 
quality product offerings on a global scale. To meet 
the needs of its large and diverse global audience 


is launching a brand new product, Filings Expert, 

content (c15 million documents) through an intuitive 
and easy-to-use interface. Perfect Information is also 
now seeking to expand its content and customer base 
in Asia, and has recently established a presence in 
Hong Kong.
Also contributing to digital revenue growth was VB 
Research, acquired in 2011, which grew revenues by 
96% to £0.7m. 
Deferred revenues across the Professional division 
are up 12% compared to the same period last year, 

Meeting Show.
Revenue by type*
Revenue by source*
33%
Advertising
35%
Events
31%
Paid-for content
NOTES 
*The balancing 

other revenues CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
15
The exhibitions in this division 
performed strongly with a 30% 
rise in revenues
FEM grew its revenues by 50%, 

the global HR mobility community
30%
50%

Filings Expert CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
16
 FINANCIAL 
Our Financial division comprises our leading brands, 
Money Marketing, Fund Strategy, Mortgage Strategy, 
Corporate Advisor, Tax Briefs and Headline Money, 
together with the recent acquisition, The Platforum, 

Advertising revenues across the print titles in this 

caused by the introduction of the Retail Distribution 
Review (RDR) in January 2013. This is the principal 
reason for the 15% reduction in underlying revenues 
across this division. Digital advertising revenues were 
also impacted by RDR and general market weakness, 
and fell by 9% in 2013. The Platforum has continued to 
grow well, with revenues 38% ahead of the prior year.
The Financial division is the most print and 
advertising dependent part of the Group, with 53% 
(2012: 58%) of its revenues delivered in print format 
and 48% (2012; 54%) advertising-funded. Digital and 
events revenues accounted for 23% and 24% (2012: 
20% and 22%) of total divisional revenues.
Events products include the Money Marketing Awards, 
Headline Money Awards and a series of summit 
events.
Adjusted EBITDA margins fell from 19% in 2012 to 

with the reduction in print-based advertising 
revenues.

31% up compared to the same period last year, 
and the declines in print advertising revenues 
seen throughout 2013 are showing greater signs 
of stability. In addition, deferred revenues are 10% 
ahead of the prior year with a strong contribution 
from The Platforum. While starting from a 


Chief Executive Review
53%
Print
24%
Events
23%
Digital
Revenue by type
Revenue by source
48%
Advertising
24%
Events
28%
Paid-for content CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
17
Forward bookings 

division are 31% up
The Platforum has 
continued to grow well, 
with revenues 38% up
31 %
38%
Money Marketing Awards 2013
The Platforum CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
18
 CONSUMER 
This division comprises exhibitions and publishing 
assets devoted to our consumer customer base.  
Leading brands include the Homebuilding and 
Renovating portfolio and the National Home 
Improvement Show.
A strong performance in 2013 has seen growth in 
both revenues (5%) and adjusted EBITDA margin 
(15% to 16%), principally driven from growth in event 
and digital revenues. The publishing assets within 
this division delivered another resilient performance 

improvement in margin.  

composition of this division (approximately 45% 
of division revenues arising from each in 2013 and 

revenue type or source. 
Strategic plans and initial investment has been 
made in developing digital opportunities across 
our publishing assets, creating further routes to 
market and potential for greater market share. 
Digital advertising revenues have risen 29% in 2013 

latter half of the year, and providing for enhanced 
future prospects.
Chief Executive Review 
44%
Print
48%
Events
8%
Digital
Revenue by type
Revenue by source
28%
Advertising
48%
Events
24%
Paid for Content CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
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Revenue growth 
principally from events 
and digital products
EBITBA margin 
increased from 15%
5%
16 %
The National Home Improvement Show 2013
Homebuilding & Renovating Magazine CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
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Chief Executive Review
New Product Development
Recent launch activity across the Exhibitions portfolio 
includes Aidex, Hospitality Technology, Advanced 
Manufacturing Show and Live Marketing. The Group 
has an exciting pipeline of new digital and events-
focused activity, with The Meetings Show running 

Marketing running in October 2013. We are also 
about to launch new or refreshed digital subscription 

Group) and Filings Expert (Perfect Information).

we have recently created a centre of excellence in 
digital product development in business information, 
which has conceived, designed and built a number 
of exciting new web-based products and we are now 

of the Group.
Acquisition
The Group completed the acquisition of Econsultancy 
in July 2012. Econsultancy is a digital information 
and events business which occupies a leading 
position in the global market for digital marketing 
and e-commerce.  It now forms an integral part of our 
Marketing portfolio where we see the opportunity for 

business is also well positioned to deliver substantial 
revenues from paid-for content solutions in this fast 
growing international market.
2014 priorities 
Looking ahead to 2014, our future business model 
and the accelerated delivery against our strategic 
objectives are dependent upon:
  A deep engagement across the markets that we 
serve, our audiences and our customers.
 A rigorous focus on data and the insights and 
intelligence that we can draw upon as a result of 
our market knowledge and experience.
 Operational excellence – leveraging 
digital, technology and sales capability in a 
straightforward, disciplined and scalable fashion, 

as possible.
 Embedding a performance culture and developing 
our people capabilities for the future.
The momentum that we have across the business is 
encouraging, and the enthusiasm and commitment 
that all of our staff have displayed is tremendous. 
Our focus on serving selected markets in a more 
collaborative fashion alongside our investment in 
people and technology means that we are well placed 

beyond.
Mark Kerswell

11 September 2013 CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
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The Meetings Show 2013
Celebrity Intelligence CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
22
NOTES 
1. Adjusted results exclude 
adjusting items as detailed 
in the Basis of Preparation 
section of the Statement of 
Accounting Policies (page 
67).
2. adjust for the impact of 
acquisitions, disposals and 
discontinued activities by 
excluding them from both 

results.
Financial Review
Highlights
 In 2013, the Group increased its reported revenue by 10%. 
Adjusted EBITDA increased by 10% to £12.9m (2012: £11.7m),
with adjusted EBITDA margins maintained at 18%. Adjusted 

share grew by 7%. The total proposed dividend for the year 
of 2.4p (2012: 2.25p) is up by 7%.
 The Group has recently announced a refocusing of the 
business around its key customer-facing markets: Marketing, 
Professional, Financial, and Consumer.  The segmental 
results are presented accordingly. 
 Restructuring activities have continued into 2013, producing 

 Strong attention to cash management has ensured the 
Group’s target of a net debt to EBITDA ratio below 2 times 
has been maintained.
 As a result of the weakness in print advertising revenues 
across the Group and a reduction in performance from 
overseas locations, the Group has recognised a non-cash 
impairment of £39.2m (2012: £nil).
“Growth in reported revenue 
and EBITDA has resulted from 
the successful integration 
of Econsultancy and other 
previous acquisitions, further 
focus on our core brands and 
 CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
23
2013 2012 Reported Growth Underlying Growth 
2
(£m) (£m) % %
Marketing
Revenue 23.8 15.0 59% (11%)
Adjusted EBITDA¹ 3.6 2.9 24% (29%)
Adjusted EBITDA margin 15% 19%
 Professional
Revenue 24.1 24.7 (2%) 5%
Adjusted EBITDA¹ 5.4 4.3 26% 31%
Adjusted EBITDA margin 22% 17%
 Financial
Revenue 13.3 15.6 (15%) (15%)
Adjusted EBITDA¹ 2.2 3.0 (27%) (27%)
Adjusted EBITDA margin 17% 19%
 Consumer
Revenue 10.8 10.3 5% 5%
Adjusted EBITDA¹ 1.7 1.5 13% 13%
Adjusted EBITDA margin 16% 15%
 Total
Revenue 72.0 65.6 10%(3%)
Adjusted EBITDA¹ 12.9 11.7 10% (2%)
Adjusted EBITDA margin 18% 18%
Segmental reporting
Set out below is revenue and adjusted EBITDA by division, together with the respective reported and underlying growth rates.
Revenue growth of 10%
£72m CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
24
Revenue
Total Group revenues grew by 10% to £72.0m (2012: £65.6m).

events revenues up 7%. The balance of reported revenues has improved in 2013 with digital revenues 
increasing to 35% (2012: 30%), events revenues increasing to 36% (2012: 31%) and print falling to 28% 
(2012: 38%) of total revenues. By source, advertising revenues accounted for 35% of total revenues 
(2012: 43%) and paid-for content 28% (2012: 25%). 

acquisition of Econsultancy contributed £9.3m of revenue, offset by declines in other Marketing assets, 
including Marketing Week and Creative Review. Digital revenues in this division increased to 44% (2012: 
35%) with print decreasing to 16% (2012: 33%). By source, advertising revenue accounted for 33% (2012: 
48%) and paid-for content 28% (2012: 20%). 
The Professional division reported revenues of £24.1m (2012: £24.7m), which was 5% up on an 
underlying basis. The exhibitions in this division, including SubCon and Aidex, performed strongly with a 
30% (£0.7m) rise in revenues. VB Research, acquired in 2011, grew revenues by 96% to £0.7m. 
The Financial division saw a 15% decline in revenues, on both a reported and underlying basis, to 
£13.3m (2012: £15.6m), principally as a result of declines in print and advertising revenues, which 
account for 53% (2012: 58%) and 48% (2012: 54%) of revenues respectively.  Digital revenues in this 
division were 23% of total revenues, up from 20% in 2012.
Consumer revenues of £10.8m were 5% up on a reported basis on 2012 (£10.3m), with growth arising 
from events, including the National Home Improvement Show and the National Homebuilding Shows 
and digital products.  
Revenue per employee has remained constant at £122,000 in 2013 compared to 2012. Whilst revenue 
has risen by 10%, the acquisition of Econsultancy has added incremental headcount and the effects of 
the restructuring activities have not yet been translated into average headcount reductions as these 
activities were completed during the year.
 Adjusted EBITDA of £12.9m was 10% up on the £11.7m reported in 2012. Adjusted EBITDA margins 

 Econsultancy (which contributed £8.3m of cost to the Group) offset by various restructuring initiatives to 
reduce costs. Total employment related costs, excluding redundancy costs, were £26.4m (2012: £25.2m), 
including Econsultancy costs of £3.8m. Adjusted for the impact of Econsultancy, average headcount 

Financial Review
Adjusted EBITDA up 10%
£12. 9m CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
25

impairment charge against goodwill (2012: £nil). 

Adjusting items
The Group has reported adjusting items before tax of £46.0m (2012: £5.3m), including an impairment 
charge of £39.2m (2012: £nil), restructuring costs of £3.1m (2012: £2.3m), acquisition-related costs of 

amortisation on acquired intangibles (not included in exceptional costs) of £2.3m (2012: £0.8m). 
Throughout 2013 further restructuring activities have been completed, including management changes 
and the restructure of central departments and commercial teams. Total restructuring costs were £3.1m 
(2012: £2.3m), which includes redundancy costs of £2.8m (2012: £1.9m). Restructuring costs are included 
within exceptional items.
Acquisition-related costs include deferred contingent consideration arrangements with acquisition 
vendors and legal and professional fees and stamp duty. Impairment relates to the write down of 
goodwill in Marketing, Professional and Financial segments. The tax effect of adjusting items is a credit 
of £1.2m (2012: credit £0.8m).
  Note 2013 2012
£m £m
  Adjusted EBITDA 12.9 11.7
Depreciation & Amortisation   2 (2.9) (2.8)
Share based payment (0.2) (0.3)

Finance costs 4 (1.2) (0.6)

Adjusting items Exceptional costs 3 (42.4) (4.5)
Amortisation of acquired intangibles 2 (2.3) (0.8)

 (37.4) 2.7
Adjusted EBITDA margin stable 
18% CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
26
There were no sales or closures of assets and therefore no post closure costs in 2013 (2012: £0.3m).




discount of the Econsultancy deferred consideration. Finance costs also include the commitment fees in 
respect of undrawn amounts under the new bank facility and the amortisation of the arrangement fee.  


Taxation
A tax charge of £1.0m (2012: £1.4m) has been recognised. The adjusted tax charge was £2.2m (2012: £2.2m), 

Earnings per share


Dividends 


December 2013 to all ordinary shareholders on the register at close of business on 8 November 2013.
Acquisitions and disposals
The Group completed the acquisition of Econsultancy in July 2012. 
The acquisition of Econsultancy involves an earn-out payment which is not contingent on the continued 
employment of the vendors. Under the provisions of IFRS 3 (revised), a provision for such contingent 
consideration is recognised at the date of acquisition as part of the cost of acquisition.  Any subsequent 
amendments to the estimated future cost are recorded in the Statement of Comprehensive Income.  
During the year the estimation of EBITDA in calendar year 2015 has been revised from £4.0m to £3.0m 
resulting in a decrease in the provision for contingent consideration and a credit recorded in the 
Statement of Comprehensive Income of £5.4m – see note 19 for details.
Financing and bank covenants
In 2012, the Group agreed a £40.0m revolving credit facility, provided by RBS and Barclays. This is a 



these covenants are tested on a quarterly basis. At 30 June 2013, all tests were passed.
Financial Review
EPS up 7%
4.5 p CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
27
While the maximum net debt to EBITDA covenant is 2.5 times, the Group has set out a target leverage ratio 
of below 2 times. At 30 June 2013, the ratio of net debt to EBITDA was 1.5 times. Adjusted to include a 
provision for deferred consideration as part of net debt, the ratio as at 30 June 2013 was 1.9 times. 

from adjusted EBITDA of £12.9m (2012: £11.7m).
  2013 2012
£m £m
  Adjusted EBITDA 12.9 11.7
Movement in working capital   1.1 0.8
Capital expenditure (4.4) (2.2)

Cash impact of exceptional items   (4.7) (4.2)
Taxation (1.3) -


Acquisitions net of disposals (11.6) (11.0)
Dividends (3.3) (2.9)
Share exercises/(purchases) 0.4 (0.2)

Opening net (debt)/cash (7.2) 2.0
  Closing net debt (19.5) (7.2)
Deferred revenues increased 27%
£1 4.3m CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
28
NOTES 
1. Adjusted results exclude 
adjusting items as detailed in 
the Basis of Preparation section 
of the Statement of Accounting 
Policies (page 67).
2. Cash conversion rate is 

as a percentage of adjusted 


in the Basis of Preparation 
section of the Statement of 
Accounting Policies (page 68) 

calculated in the Financial 

3.
for the impact of acquisitions, 
disposals and discontinued 
activities by excluding them 



a more positive working capital movement. The reduction in working capital in 2013 of £1.1m (2012: 
£0.8m) excludes the impact of exceptional cost accruals and the effect of acquisitions and disposals.

£4.2m). The cash impact of exceptional items principally includes payments related to redundancy costs 
incurred in 2012 and 2013, and the cash impact of acquisition-related expenses in 2013. Tax of £1.3m 

amount of £11.6m on acquisitions and disposals in 2013, and further analysis on these investments is 

Net debt at 30 June 2013 was £19.5m (2012: £7.2m).
Capital expenditure
Capital expenditure on software and property, plant and equipment amounted to £4.4m (2012: £2.2m) 

new CRM system.
Balance sheet
Net assets at 30 June 2013 were £81.6m (2012: £122.6m). Deferred income at 30 June 2013 was £14.3m, 
a 27% increase on the £11.3m reported at 30 June 2012. 
Goodwill at 30 June 2013 was £98.9m (2012: £121.3m). Additions in the year of £16.8m were mainly due 
to the acquisition of Econsultancy. An impairment of £39.2m (2012: £nil) has been recognised as a result 
of weaknesses in print advertising and a reduction in performance from overseas locations. 
Key performance indicators (KPIs)
The key strategic objectives of the Group are summarised in the Strategic Overview section of the Chief 
Executive Review on page 8. The Board uses a range of performance indicators to monitor progress 
against these objectives and manage the business. The indicators which the Board considers to be 
important are as set out opposite. 
Financial year end


June to 31 December. 

to 31 December 2014, following an interim period report for the 6 month period to 31 December 2013, 
and an additional interim period report for the 6 month period to 30 June 2014. Interim management 
statements will be provided at a similar frequency and timing to coincide with the new reporting 
periods.
Financial Review
Net debt to EBITDA ratio 
1.5 times CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
29
Conclusion


2013 has resulted in the recognition of an impairment charge, the integration of Econsultancy and other 
previous acquisitions, and further focus on our core brands, has resulted in solid progress towards our 
on-going strategic aims, most notably improvement in our revenue mix via growth in digital revenue 



Peter Harris
Interim Finance Director
11 September 2013
  2013 2012
  Underlying revenue growth / (decline) by revenue type 
3
Print -14% -5%
Digital -7%
Events 7% 6%
  Total -3% 2%
Digital revenues as a percentage of total revenues 35% 30%
Adjusted EBITDA margin 
1
18% 18%

Adjusted PBT (£m) 
1
8.6 8.0
Adjusted EPS (pence) 
1
4.5 4.2
Cash conversion rate 
2
112% 120%
Cash conversion
11 2 % Board of Directors
Patrick was appointed as 
Chairman in December 2009.
Patrick was formerly Chief 


radio group, ranked by licences 
and audiences. Before joining 
GWR, Patrick was Group Finance 
Director of Capital Radio plc. A 

Patrick began his career at 
Coopers & Lybrand and became 
a partner with the practice in 
1980, specialising in corporate 
 Chairman of Nonstop Adventure 
Limited and Skiplex Limited, and 
a non-executive director of The 
Lowwood Products Company 
Limited. 
Mark joined Centaur in 2011 

was appointed as Interim Chief 

Mark has held international 

a range of business information, 
publishing, conferences and 
exhibitions groups. From 
2005 he worked initially as 
Deputy Finance Director 
and subsequently as Chief 

PLC, with responsibilities 

investor relations, strategy 
and business integration. From 
1996 to 2005 he worked at IIR, 
an international conferences 
and exhibitions business, and 
was appointed Chief Financial 

Chartered Accountant.
Christopher began his 
commercial career as a graduate 

then, he has been part of three 
different kinds of marketing 
communication agencies: IMP 

largest Sales Promotion and 
Direct Marketing agency; 
HHCL & Partners (1993-2000) 

Agency of the Decade; and Bell 


He became Chief Executive of 
Chime Communications plc in 
2003. He is Chairman of The 
Roundhouse and a member of 


He is a former Chairman of the 
Marketing Society.
Colin is a former journalist 
who has been CEO of media 
and digital businesses across 

for Australia Consolidated Press, 
Emap, Reed Elsevier, Hearst, 
Future and Axel Springer. 
He is chairman of Globelynx 
Limited and the Royal National 

non-executive director of Travel 
Weekly Group Limited.
Patrick Taylor
Chairman
Mark Kerswell
Interim Chief 

Christopher Satterthwaite
Senior Independent 
Director 
Colin Morrison
Non-Executive Director
CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
30 Robert Boyle
Non-Executive Director 
Rebecca Miskin
Non-Executive Director  
Claire Baty
Company Secretary

Accountant, was a partner of 
PricewaterhouseCoopers LLP, 
where he was chairman of the 
PwC European Entertainment 
and Media Practice for twelve 
years, retiring in 2006. He 
is a non-executive director, 
and chairman of the Audit 
Committee, of Maxis Berhad 
(in Malaysia), Witan Investment 
Trust plc and Prosperity Voskhod 
Fund Limited (an AIM listed 
company). 
Digital media and product 
development expert, Rebecca 
Miskin, is working at Hearst 
Magazines UK to develop digital 
strategies across all brands 
in the UK. Rebecca joined 
Hearst Magazines UK from NBC 
Universal in the US where, as 
General Manager for iVillage 
Networks, she was responsible 
for editorial oversight, product 
development strategy and 
maximising partnerships for the 

Rebecca began her career 
in media at Reed Elsevier as 
Director of Europe, then became 

at IPC Media Limited, set up 

& Licensing division and was 
responsible for all its digital 
revenues.
Claire trained at Mazars and 

1999. Claire left accounting 
practice in 2004 to work 
for Thomson Legal and 
Regulatory UK Limited (now 
part of Thomson-Reuters) and 
subsequently joined Centaur 
Media plc in 2006, becoming 
Group Financial Controller in 
2008 and Company Secretary 
in 2010. Claire is a fellow of 
the Association of Chartered 

holds an MBA (Finance) from 
Manchester Business School.
CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
31 CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
32
NOTES 
† This includes Wellcome Trust 

Aberforth Partners LLP
The Directors of Centaur Media plc (the “Company” and “the Group”) present their Report on the affairs 
of the Group together with the audited consolidated Financial Statements for the year ended 30 June 
2013.
Principal activities
The principal activities of the Group are the provision of business information, events and marketing 
solutions to selected professional and commercial markets. The principal activities of the Company are 
those of a holding company.
Business review

activities and future development. The results for the year are reviewed in the Financial Review on 
pages 22 to 29.  The Corporate Social Responsibility statement on pages 46 to 47 contains details of the 

can be found in the Financial Review on page 29. Principal risks and uncertainties are detailed in this 
report on pages 35 to 36. 
Dividends

the Annual General Meeting, will be paid on 6 December 2013 to ordinary shareholders on the register 
at the close of business on 8 November 2013. With the interim dividend of 0.825p per share this will 
make a total dividend of 2.4p per share (2012: 2.25p) for the year.
Share capital and substantial shareholdings


received from the following:
Report of the Directors
  2013 2012
  Aberforth Partners LLP† 20.90% 20.63%
  Artemis Investment Management 12.89% 13.35%
  Jupiter Asset Management Limited  9.68% 9.68%
  River & Mercantile Asset Management LLP 8.28% 8.28%
  Graham Veere Sherren (inc spouse)  7.22% 7 .22%
  Legal & General Group PLC 7.11% 7.11%
 CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
33
At 31 August 2013 7,318,291 (2012: 7,761,785) 10p ordinary shares are held in treasury, representing 
4.87% (2012: 5.17%) of the issued share capital of the Company as at 30 June 2013. 800,000 deferred 
shares of 10p each carry restricted voting rights and carry no right to receive a dividend payment.
The movement in treasury shares during the year is due to the exercise of share options.
Directors and Directors’ interests
The Directors of the Company during the year and to the date of this report are detailed on page 39.  
All Directors served from 1 July 2012 unless otherwise stated. 
  Number of Shares Shares Number of
  ordinary shares acquired disposed of ordinary shares 
held at 1 July during the year during the year  held at 30 June 
2012 2013*
  JPE Taylor 750,000 - - 750,000
  C Satterthwaite 95,942 - - 95,942
  C Morrison 355,000 100,000 - 455,000
  RW Boyle 80,000 - - 80,000
M H Kerswell 20,000 100,000 - 120,000
  GTD Wilmot (resigned 24 May 2013) 123,814 48,498 - 172,312
*or date of resignation if earlier


Since the year end, M H Kerswell has exercised options over 85,000 shares in the Retention Plan. There 

Dividend per share increased 7%
2.4 p CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
34
Qualifying third party indemnity provisions
By virtue of article 217 of the Articles of Association of the Company, a qualifying indemnity provision 
(within the meaning given by section 234 of the Companies Act 2006) is in force at the date of this 
report in respect of each Director of the Company and was in force from 8 December 2005. 
The Company has purchased appropriate insurance in respect of legal actions against Directors and 

Payment of creditors

supply. Payment is then made in accordance with these terms provided the goods and services have 
been delivered in accordance with the agreed terms and conditions. The number and diversity of supply 
relationships means the Group pursues no formal code or policy beyond this. Trade creditors of the 
 The Company had no trade payables at 30 June 2013 or 30 June 2012. 
Charitable and political donations
The Group supports a nominated charity, chosen annually by employees.  Cancer Research UK was the 
nominated charity until March 2013, and charitable donations of £10,000 (2012: £5,000) were made to 
this charity.  MacMillan Nurses was chosen as the nominated charity from April 2013 and a donation of 
£5,000 was made during the year. There were no political donations made (2012: nil).
Employment policy
The Group is an equal opportunities employer and appoints employees without reference to age, 

applications for employment by disabled persons.  Opportunities also exist for employees of the Group 
who become disabled to continue in their employment or to be trained for other positions in the Group.
All companies within the Group actively encourage employee involvement at all levels, both through 







on a change of control of the Company. In addition awards under certain of the long-term incentive 

shares, upon a change of control of the Company.



have operated effectively.
Financial instruments


Report of the Directors CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
35
Principal risks and uncertainties 

a comprehensive risk management process to identify, monitor and mitigate these risks.
 Exposure to the economy





 continuing strategy of extending the reach of established brands and recent acquisitions through 
the delivery of new products in a diverse range of media formats provides some ability to spread this 
exposure. 
 Financing
Centaur had net debt at 30 June 2013 of £19.5m and a ratio of net debt to EBITDA of 1.5 times 
(adjusted to include a provision for deferred consideration as part of net debt, the ratio was 1.9 



throughout the year. Its existing facilities expire in February 2016 and the Group will consider the 

 Dependence on advertising 
Advertising revenues represented 35% of Group revenue in the year ended 30 June 2013 (2012: 43%) 
and changes in advertising trends, particularly away from traditional magazine formats could have 

brands, which in most cases includes a number of market leading positions, together with continued 

continued investment in digital and paid-for content solutions provides further opportunities to build 
more sustainable and less cyclical revenue streams that will help to reduce the concentration of more 
traditional forms of advertising within overall Group revenues.
 Growth strategy
The Group seeks to launch or acquire new digital products, events and other brand extensions.  It is 
essential that the Group successfully develops and markets these products and integrates acquired 
businesses in order to continue to grow. The Group has an experienced management team in place 

 Competitor activity
A number of products exist that compete directly or indirectly with those of the Group resulting in 
a highly competitive market.  Domestic and international competitors market their products to the 



of the markets it serves, its customers and audiences. As a result, the Group can continually adapt 
and develop existing products thus protecting market-leading positions and thereby limiting the 
opportunities for competitors to secure an advantage.
 Dependence on key personnel

contributions of its Directors, senior management and other key personnel. The loss of the services of 


enable the Group to attract and retain key personnel. CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
36
 Reliance on information systems

and computer systems and of services from third-party providers.  The Group has taken precautions to 
limit its exposure to the risk of material disruption to systems. 
Going concern

the uncertain market conditions, and have a reasonable expectation that the Group and Company have 
adequate resources to continue in operational existence for the foreseeable future. 
Net debt at 30 June 2013 amounted to £19.5m (2012 £7.2m). The £40.0m revolving credit facility with 
the Royal Bank of Scotland and Barclays continues to be in place, not expiring until February 2016. 

 The Group has net current liabilities which arise from its normal high levels of deferred income which 
represent timing differences relating to events in the future and subscriptions. An assessment of cash 


to fully satisfy its working capital requirements, to cover all principal areas of expenditure including 
maintenance capital expenditure and taxation during this period and to meet interest payments, as they 

Statement of Directors’ responsibilities 




Reporting Standards (IFRSs) as adopted by the European Union.  Under company law the Directors must 


  select suitable accounting policies and then apply them consistently;
 make judgements and accounting estimates that are reasonable and prudent;
 state whether applicable IFRSs as adopted by the European Union have been followed, subject to any 
 
the Company will continue in business.




assets of the Company and the Group and hence for taking reasonable steps for the prevention and 
detection of fraud and other irregularities.


from legislation in other jurisdictions. 
Report of the Directors CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
37
Each of the Directors, whose names and functions are listed in the Board of Directors summary on page 



 the Operational Review, Financial Review and Report of the Directors include a fair review of the 
development and performance of the business and the position of the Group, together with a 
description of the principal risks and uncertainties that it faces.
Disclosure of information to the auditors


to have taken as Directors in order to make themselves aware of any relevant audit information and to 

Independent auditors
A resolution is to be proposed at the Annual General Meeting for the re-appointment of 
PricewaterhouseCoopers LLP.
Corporate governance


of the Directors and is incorporated into it by cross-reference.
By order of the Board
Claire Baty
Company Secretary
11 September 2013 CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
38
Statement of compliance with the UK Corporate Governance Code
The Board has prepared this report with reference to the UK Corporate Governance Code (the “Code”) 
issued by the Financial Reporting Council in June 2010.
 Governance and in doing so is committed to the principles outlined in the Code as well as compliance 
with the Companies Act 2006, the Listing Rules and the Disclosure and Transparency Rules.
The statement below describes how the principles of Corporate Governance are applied and the extent 


Leadership
Role of the Board 
The Group is controlled through its Board of Directors. The Board recognises its responsibility to the 

are established that enable the effective monitoring and management of risk. The Board is responsible 


Operation of the Board
The Board held seven scheduled meetings during the year. 
Board and Committee meetings are scheduled to ensure that adequate time is given to consider and 
discuss all agenda items.
In addition to scheduled meetings Directors are available to hold telephonic and ad hoc meetings on 
matters that need to be addressed outside the scheduled dates.
The Board is accountable to shareholders for ensuring that the Group is appropriately managed and 
achieves the strategic objectives agreed by the Board. In accordance with the Code, the Board has 

Directors, including: 
 The commencement of any major new and/or different business activity.
 Material acquisitions and disposals.
 Material investments and capital projects.

 Overall budgetary planning, treasury planning and business strategy.
 Review of the functioning of the Board Committees.
Membership of the Board and its committees
As at 30 June 2013, the Board comprised a Non-Executive Chairman, one Executive Director and four Non-


Details of appointments, roles and backgrounds of the Directors are set out in the biographies on page 


Group as a PLC in the media sector.
Corporate Governance Report CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
39
The Board has established an Audit Committee, a Remuneration Committee and a Nomination 
Committee with formally delegated duties and responsibilities within written terms of reference 

members may attend these committee meetings by invitation although no Director can attend a 

During the year, the membership of the Board and of each committee was as follows:
Audit Remuneration Nomination
Board role Committee Committee Committee
  JPE Taylor Chairman - - Chairman
  C Satterthwaite Senior Independent Director Member Member Member
  C Morrison Non-Executive Director Member Chairman Member
  RW Boyle Non-Executive Director Chairman - -
  RS Miskin Non-Executive Director - Member Member

from 14 May 2013 (previously Group Finance Director)-- -
 until 14 May 2013 -- -
Meeting attendance
The number of scheduled full Board meetings and Committee meetings during the year to 30 June 2013 
along with attendance of Directors was as follows:  
Scheduled Audit Remuneration Nomination
Board Committee Committee Committee 
Meetings Meetings Meetings Meetings
  Number of meetings held 7 3 4 1
JPE Taylor 7 n/a n/a 1
MH Kerswell 7 n/a n/a n/a
C Satterthwaite 5 3 3 0
C Morrison 6 3 4 1
RW Boyle 7 3 n/a n/a
RS Miskin 7 n/a 4 1
GTD Wilmot (resigned 24 May 2013) 7 n/a n/a n/a CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
40
Corporate Governance Report
Sub Committees


A sub-committee of two Directors was appointed to approve the issue and allotment of shares in 
satisfaction of employee share schemes. 

Division of responsibilities
There is a clear division of responsibilities between the Non-Executive Chairman and the Chief 
Executive, which has been set out in writing and agreed by the Board.
The Chairman is responsible for:
 Leading the Board.
 Ensuring the effectiveness and proper performance of the Board and of its Directors and setting the 
agenda for its meetings.
 Regularly updating the Directors on all matters relevant to them.
 Ensuring constructive relations between Executive and Non-Executive directors.
 Establishing effective communication with shareholders and ensuring that the Board understands 
their views.
 Regular contact with the Chief Executive.
Patrick Taylor was appointed as Chairman on 10 December 2009 and was considered by the Board to 
meet the independence criteria on his appointment. 

 Setting and implementing the overall strategy.
 Overseeing the day-to-day management of the Group.
 The line management of senior executives.
 Jointly with the Chairman, representing the Group externally.
The Non-Executive directors constructively challenge the performance of management both in board 
meetings and outside. Through the work of the audit committee, the Non-Executives are able to satisfy 

management systems. 
During 2013 a strategy day was held where Executive Directors and members of senior management 
met to carry out a review of the strategy of the Group.  Non-Executive directors including the Non-
Executive Chairman participated in this process and helped to develop the proposals on strategy. 
Christopher Satterthwaite is the Senior Independent Director and is available to meet with shareholders 
if required. 
The Non-Executive Directors have met together without the Executive Directors as required by the Code.
 CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
41
Effectiveness
Composition of the Board

Colin Morrison, Robert Boyle and Rebecca Miskin) and the Non-Executive Chairman (Patrick Taylor) remain 


 has had a material business relationship with the Group within the last three years;



companies or bodies;

 has served on the Board for more than nine years.

the Annual General Meeting in November 2013. There is no current intention to replace Colin. 
Appointments to the Board
The Board has established a Nomination Committee with formally delegated duties and responsibilities 

(www.centaur.co.uk).
The Nomination Committee ensures the maintenance of a formal, rigorous and transparent procedure for 
the appointment of new Directors to the Board. The Nomination Committee is responsible for ensuring 
that the right calibre of person and balance of skills is maintained on the Board. This committee meets 
at least annually and as required will make recommendations to the Board on new appointments to the 
Board. 

date of this report.  The Up Group has no other connection with the Company. 
Patrick Taylor is the chairman of the Nomination Committee.  Its other members are Colin Morrison, 
Christopher Satterthwaite and Rebecca Miskin. When the Nomination Committee is considering the 
appointment of a successor to the Chairman, Christopher Satterthwaite chairs this committee.
Commitment

these did not prevent him from giving adequate time to his role as Chairman.
These commitments are:
 Non-Executive Chairman of his family owned company; Nonstop Adventure Limited;
 Non-Executive Director of a family owned hydro-electric generating company, The Lowwood Products 
Company Limited; and 
 Non-Executive Chairman of Skiplex Limited.
The terms and conditions of appointment of Non-Executive Directors are available for inspection at 

the expected time commitment of a minimum of two days per month, including attendance at regular 
board meetings, attendance at the AGM, and appropriate preparation time ahead of each meeting.  
The agreement of the Chairman is required before a Non-Executive Director accepts any additional 
commitments that might affect the time they are able to devote to their role as a Non-Executive 

time to the business of the Group and contributes to the governance and operations of the Group. CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
42
Development
All new directors receive a full induction pack on joining the Board and undertake a number of induction 
meetings throughout the business shortly after appointment. This includes meetings with major 
shareholders if required. 
The chairman reviews the training and development needs of each director on a continual basis and 

through the regular dissemination of relevant legislative and regulatory updates and external reports. 
Information and Support 
The Directors receive Board and Committee papers in advance of each meeting. These are circulated 
usually a week before the meetings and contain prior minutes of all meetings, including sub-

two occasions a year detailed business focused reports are provided and reported on by the divisional 
heads. The Company Secretary also submits a report for each meeting addressing legal, regulatory and 
governance matters.
The Board has a procedure through which the Directors are able to take independent advice in the 
furtherance of their responsibilities; no such advice was sought during the year. 
The Directors have access to the advice and services of the Company Secretary, Claire Baty, who is 
also secretary to all the Board Committees.  In addition, the Company Secretary advises the Board on 
governance matters and is responsible for ensuring that Board procedures are followed and that the 
Board complies with the applicable rules and regulations.
Evaluation
The Directors are constantly evaluated against performance and commitment to their roles and duties 
as Directors. The Chairman addresses weakness and, where appropriate, proposes new members to be 
appointed and seeks the resignations of Directors of the Board.
Board performance self-evaluation questionnaires were issued to each Director during the year and 
these questionnaires were analysed and a summary reported on to the Board by the Company Secretary. 
The questionnaires covered the constitution and performance of the Board as a whole, its committees, 
its meetings, its strategy, training provided and provision of information to Directors, relationships 
within the Board and with staff members and a general overview of key issues. 
The Chairman has met with each Director individually in order to consider the performance of the said 
director, the Committees and the Board as a whole. The Non-Executive directors, led by the Senior 
Independent Director, met during the year to evaluate the performance of the Chairman.  No matters of 
concern arose.  
The Directors have considered the value of introducing an external evaluation of performance and have 
decided that the internal evaluation process is appropriate at the current time. 
Re-election
 the Board decided to recognise best practice in this area and have chosen to stand for re-election 
annually. 
Corporate Governance Report CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
43
Accountability
Financial and Business Reporting


auditors is set out on pages 36 to 37.
This annual report contains a balanced and understandable assessment of the business and its 
prospects in the Chief Executive Review and Financial Review sections on pages 8 to 29.  An explanation 
of the business model is contained in the Strategic Overview section of the Chief Executive Review on 
 their reporting responsibilities.
Risk Management and Internal Control


includes processes for the preparation of the consolidated accounts. 
An on-going process, in accordance with the guidance of the Turnbull Committee on internal control, is 


Infrastructure and systems; Market; Reputational; and Supplier. These headings are then broken down 
into various risk events and the likelihood of occurrence, potential severity and risk management 
 The risk management process and systems of internal control are designed to only manage rather 
than eliminate risk and can only provide reasonable and not absolute assurance against material 
misstatement and loss.  The risk of failure to achieve business objectives has been reviewed regularly 
throughout the year.
The Board recognises that it is responsible for systems of internal control and for reviewing its 
 risk management and internal controls to the Audit Committee, which receives the relevant reports from 
various committees and individuals to assist it in its assessment of these controls. It is the responsibility 
of management to implement Board policies on internal control. 
The Board through its committees is responsible for identifying, approving and enforcing policies on risk 
and control. The Group has a structure to monitor its key activities. As part of its structure, there is a 
comprehensive planning system with an annual budget approved by the Board. The results of operating 
divisions are reported monthly and compared to the budget. Forecasts are prepared during the year.
The key procedures, which the Directors have established with a view to providing effective internal 
controls, are as follows:

 An annual review of corporate strategy, which includes a review of risks facing the business and how 
these risks are monitored and managed on an on-going basis within the organisation.

authority.
 Documented and enforced policies and procedures.

 Comprehensive budgets and forecasts, approved by the Board, reviewed and revised on a regular 
basis, with performance monitored against them and explanations obtained for material variances.
 A detailed investment approval process, requiring Board approval for major projects.  Post-investment 
appraisals will be conducted and be reviewed by the Board.

control matters as appropriate.   CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
44
In addition the Executive Director runs formal meetings with senior members of each division on a 
monthly basis. These discussions address new product development opportunities as well as operational 
matters.
An Internal Control Review has been conducted by management and a report has been submitted to the 

Audit Committee 
The Board has established an Audit Committee with formally delegated duties and responsibilities 

(www.centaur.co.uk). 

Its other members are Colin Morrison and Christopher Satterthwaite.  See the Board of Directors 
summary on page 30 for further details on the experience of the members of the Audit Committee. All 
members of this committee are Non-Executive Directors.
The Audit Committee meets at least twice each year and has met three times during 2013. In addition 
the Chairman meets with the external auditors at least annually on a one to one basis. The Chief 

attend for part or all of each meeting. The external auditors have unrestricted access to the Audit 
Committee and its Chairman. 

appointment and re-appointment of external auditors, the scope and results of the audits, the 

control is maintained.
To meet its responsibilities the Committee considered:
 interim and preliminary announcements, together with any other formal announcements relating to 


including, where necessary, challenging the judgements made; and

issues dealt with in the accounts.
Reappointment of Auditors

years as auditors of a listed company (Centaur was listed in March 2004). The Audit Committee has 
reviewed the independence and effectiveness of the external auditors during the year including:
 the terms, areas of responsibility, duties and scope of work of the external auditors as set out in the 
engagement letter;
 
audit;

 the audit fee and the extent of non-audit services provided by the external auditors. 
The Audit Committee has recommended the reappointment of PricewaterhouseCoopers LLP at the 
forthcoming AGM, which the Board has fully accepted.
Corporate Governance Report CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
45
Non-audit services provided by Auditors


and do so on an annual basis.  During the year, with the approval of the Audit Committee, the Corporate 

compliance and advisory work to the Group. The fee in respect of this work was £58,000. Other 
assurance fees of £94,000 (2012: £nil) were incurred in the year relating to an audience measurement 
project, of which, £47,000 related to 2012. An analysis of the fees paid to PricewaterhouseCoopers LLP 

Internal Audit
The Group does not have an internal audit function. The Group believes that the internal controls 

internal audit function would not add value. The Audit Committee annually reviews that position.
Whistle blowing
The Audit Committee has reviewed arrangements for whistle-blowing and has put a policy in place. 
The policy encourages a culture of openness and seeks to reassure employees that by reporting issues 
of concern they will not suffer victimisation or detriment. Employees are required to raise issues in the 


The Group is committed, whenever appropriate, to investigate fully any concern raised in a timely 


“whistleblower” informed of the outcome of enquiries and decisions taken with regard to the matter. 
Guidance is also given to raising matters externally.
Remuneration CommitteeAccountability
Details of the Remuneration Committee are found on page 48.
Relations with Shareholders
Communication with shareholders is given a high priority.  The Chief Executive Review and Financial 
Review give a detailed overview of the business and future developments.  There is regular dialogue 
between the Executive Directors and institutional shareholders as well as presentations after the 


 the Group. 


downloadable copies of the annual and interim reports, investor presentations and General Meeting 
notices and voting results.

private and institutional investors and welcomes their participation. The Chairman will aim to ensure 
that the Chairmen of the Audit and Remuneration Committees are available at the Annual General 
Meeting, details of which can be found in the Notice of the Meeting. 
 shareholders. Christopher Satterthwaite, in his capacity as Senior Independent Director is available to 
meet with any major shareholder at their request.
Details of share capital and substantial shareholdings are given on page 32 and in note 21. whole. The Board has therefore formulated an approach to Corporate Social Responsibility (CSR) which 
is both complementary to the stated strategic objectives of the Group but also practical in terms of 
implementation of policy and measurement of results.
People in Centaur

ones and that in turn depends upon our ability to attract and retain a highly motivated, entrepreneurial 
team of people.  In seeking to achieve this objective, we believe that the following are the most 
important factors for us to address:
a. Giving our people a sense of ownership: We encourage our people where appropriate to have a strong 
sense of identity with their particular business unit or brand and to think like owners.   
b.  Maintaining unity around a common vision, strategy and culture:  We seek to provide each of our 
businesses with a corporate context of a clearly communicated vision and strategy and a common 
culture.  We aim to achieve this through good communication on a number of levels. In addition 
to a structure of formal and informal divisional meetings across the Group, which are attended 

mechanisms are used to retain a corporate framework without diluting the strength derived from the 
devolved operating structure of the Group as described above. These include:
  The Group intranet which provides a regular update of news and corporate information.
 
staff highlighting recent new business developments, trading highlights and news on our people.
  practice across the Group. In addition, senior managers receive periodic updates in relation to the 

c. Providing competitive rewards:

remuneration packages, we seek to focus primarily on individual performance.  During 2013 and 
previously, individual reviews have been conducted throughout the year on the anniversary of joining. 
From 1 July 2013 onwards, all reviews will take place during the summer, with annual pay reviews 
effective from 1 October of each year. A new on-line Performance and Development management tool 
has been implemented for the new performance year to support this.
d. Providing effective resources
of coaching to support and promote superior performance.  This is supplemented by an in-house 
programme of entry-level training programmes.  We continue to successfully run the Centaur Training 
Academy, a more extended training programme for new sales recruits. 
e. Listening to our staff:  An employee engagement survey was completed in March 2013, and as a 

communication, training and development, recognition and reward.  
 An important element in our aim to attract and retain 
motivated and entrepreneurial people is our working environment. To this end, Centaur is investing 
in refurbishing the main Wells Street building, creating a modern, more open plan environment which 
encourages collaboration and communication across the business.  
Corporate Social Responsibility
CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
46 The Environment

its responsibility to the environment particularly with regard to its use of  paper and print for magazines, 
disposal of waste and recycling, packaging and distribution of magazines, use of toner inks and in 
reducing its carbon footprint primarily in its consumption of energy.
The policy of the Group is to consider the impact on the environment as one of the factors when 
making purchasing decisions and to regularly record and monitor the results of those decisions on the 
environment, where practical.  The Director responsible for overseeing this policy is Mark Kerswell.
Purchase of paper and printing – The Group sources all its magazine paper grades from mills that hold 


 magazine titles and there is an on-going initiative to increase recycled paper content over time with the 

2
 carbon footprint.
Disposal of waste and recycling – A recycling initiative is in place across the Group and this continues to 

Packaging and distribution of magazines – Lighter weight plastic that can be recycled has been adopted 
where appropriate and tight controls are exercised on print runs and wastage levels. 
Toner inks – All toner cartridges and computer equipment continue to be recycled where possible. In 
order to reduce the consumption of toner cartridges, computers are linked to photocopiers for printing 
purposes in most areas of the business.  
Energy consumption
In reporting on energy consumption and in comparing numbers from year to year the Group is conscious 
 These factors should be taken into account.
The numbers for the 12 months to 30 June 2013 and the comparatives for the prior year are as follows:
2013 2012
  Energy consumption (CO
2
 tonnes) 
1
469 549
  Electricity (MwH) 894 936
  Oil (‘000 litres) 
2
-18
The Community
It is Group policy to not make corporate contributions to political parties and the Group has no intention 
of using the authority that it has under Companies Act 2006 to do so.   During the year, the Group has 
supported a nominated charity as chosen by staff. Details of donations made are included in the Report 
of the Directors. 
NOTES 
1. The CO
 tonnes represent 
the CO
 equivalent of the 
electricity and oil consumed 
during the year. The 
calculation is based on the 
conversion factor provided 
by the National Energy 
Foundation.
2. 
one of the Group’s premises, 

3. Water is supplied by the 
landlords, except for one 
building, so the majority of the 

CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
47 CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
48
Annual Statement


published recently by the Department for Business, Innovation & Skills will not formally impact the 
Company until next year, the Committee has sought to comply with a number of the new requirements 
early in the interests of best practice.  Therefore, this report has been split into three sections:
  This Annual Statement which summarises and explains the major decisions and changes for 2014 in 

  A Directors’ Remuneration Policy
directors; and 
  An Annual Report on Remuneration which provides details of the remuneration earned by the 

We will be seeking your support for each part of the report by way of a single advisory vote at the 
forthcoming AGM.
Remuneration Policy for 2014
The Committee has carried out a review of the senior executive incentive policy at the Company with 


relevant, are as follows:
   Base salary levels remain broadly appropriate;
   Annual bonus potential should continue to be limited to 100% of salary for Executive Directors.  
 for the year ended 30 June 2013, 60% of the bonus will be based on sliding scale PBTA targets, and 
40% on sliding scale revenue growth targets.  This rebalancing should ensure that the management 
team focuses on both revenue and earnings growth.  Further, instead of 100% of the bonus being 
payable in cash, the Committee will introduce a deferral element.  Therefore, starting with the 

Centaur Media plc shares and deferred for 3 years;
   
Therefore, the Committee intends to revert to a conventional long-term incentive policy delivered 
through the existing Long-Term Incentive Plan (LTIP) which was approved by shareholders at the 
2006 AGM.  The Committee will adopt a market consistent annual grant policy whereby Executive 


long-term earnings growth and total shareholder return, 50% of the 2013 LTIP award will be based 
 CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
49
on absolute adjusted earnings per share targets and 50% of the 2013 LTIP award will be based on 
relative total shareholder return (“TSR”) measured against the constituents of the FTSE SmallCap 
(excluding investment trusts);
  Shareholding guidelines have been introduced for Executive Directors, who are expected to retain 
50% of the net of tax LTIP awards until they have a holding of shares with a value equivalent to 100% 
of salary; and
  Clawback provisions have been introduced into both the annual bonus and LTIP plans.



intends to apply the revised 2014 policy to this appointment.
C Morrison
Chairman of the Remuneration Committee
11 September 2013
Directors’ Remuneration Policy 
Remuneration Policy
Centaur recognises the need to attract, retain and incentivise executives with the appropriate skills and 

   To achieve total remuneration packages that are competitive in the sector within which the Group 
operates and with the market in general; 
   
levels of performance; and 
   To incentivise and retain management and to align their interests with those of shareholders. 
 Detailed Remuneration Policy
1. Base Salary
In determining base salaries, the Committee customarily benchmarks salary levels for comparable roles 


levels are reviewed annually.
In setting remuneration levels, the pay and employment conditions of employees within the Group are 

was increased by 3.5% from 1 July 2012 in line with the guidelines issued for other employees in the 
Group.   CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
50
Directors’ Report on Remuneration

individual and their role

experience over time
 Provides an appropriate 

avoiding excessive risk 
arising from over reliance 
on variable income 
 Reviewed annually, 
effective 1 October (moved 
from July to align with 
wider workforce) 
 Paid in cash on a monthly 
basis, pensionable
 Takes periodic  account 
against companies with 
similar characteristics and 
sector comparators 
 Annual increases typically 
linked to those of the 
wider workforce
 n/a 
Purpose and link to strategy Operation Maximum Performance targets
 Aligns to main strategic 
objectives of delivering 
 shareholder return
 Annual grant of conditional 
awards or nil cost options 
granted under the LTIP 
with a 3 year vesting 
period 
 Awards capped at 100% of 
salary
 50% of award linked to  
EPS targets, and 50% to 
TSR
 Provides competitive 

 Provides an opportunity 
for Executive Director to 
contribute to their own 
retirement plan

made to Executive 

plans
 Company contributes 
between 9% and 17.5% of 
salary
 n/a
 Aids retention and 
recruitment
 Company car allowance 
and the provision of 
private medical insurance
 n/a n/a
 To provide alignment 
of interests between 
Executive Directors and 
shareholders
 Executive Directors are 
required to build and 

shareholding in Company 
shares
 100% of salary n/a
 Incentivises annual 

strategic goals
 Maximum bonus only 
payable for achieving 
demanding targets
 Paid in cash on publication 
of annual results
 Not pensionable
 Deferral introduced for any 
bonus over 75% of base 
salary
 100% of salary For 2014: PBTA (60%),  
and revenue (40%) 
BASE SALARY ANNUAL BONUS LONG TERM
INCENTIVES
SHARE
OWNERSHIP
PENSION OTHER
BENEFITS
Summary Remuneration Policy Table CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013

Remuneration Committee deems that his skills and experience are of strategic importance for the 

2013 and, in addition to his current salary, he receives a £3,000 per month (or part of month) temporary 
supplement in recognition of the additional responsibilities, which will continue for as long as he 

The Group has changed the annual pay review cycle to 1 October of each year and so the Executive 
Director salaries will be reviewed on that date. 
2. Annual Bonus

be structured so as to link rewards to corporate and individual performance.
Executive Directors are eligible for an annual bonus dependent on the achievement of targets which 
take account of corporate performance. These targets are reviewed annually and new objectives set 

Executive Directors had a maximum bonus opportunity equivalent to 100% of base salary.


commonly used by analysts and investors in assessing the performance of the business. The 2013 PBTA 
bonus targets were not met and therefore no bonus was paid.
For 2014, the annual bonus plan will continue to be limited to 100% of salary for Executive Directors.  
 bonus will be based on sliding scale PBTA targets, and 40% on sliding scale revenue growth targets.  
This rebalancing should ensure that the management team focuses on both revenue and earnings 
growth.  In addition, instead of 100% of the bonus being payable in cash, any annual bonus equivalent 
to more than 75% of basic salary will be paid as Centaur Media plc shares and deferred for 3 years.
3. Pension
There is no Group executive pension scheme. The Group makes a contribution of 9% of salary to Mark 


between 3% and 9% of salary for other employees, dependent on their seniority.
4. Long term incentive awards
Following a review of long-term incentive provision and in light of feedback received from investors and 

 Therefore, the Committee intends to revert to a conventional long-term incentive policy delivered 
through the existing Long-Term Incentive Plan (LTIP) which was approved by shareholders at the 2006 
AGM.  The Board believes that this will satisfactorily link reward with performance and will incentivise 
key management to deliver long-term shareholder value.
51 CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
52
Directors’ Report on Remuneration
The Committee will adopt a market consistent annual grant policy whereby Executive Directors will 


growth and total shareholder return:
   50% of the 2013 LTIP award will be based on sliding scale absolute adjusted earnings per share 


although the Committee will keep this under review for future grants. EPS targets are still in the 
 Stock Exchange announcement which will be published shortly after the awards are granted; and
   50% of the 2013 LTIP award will be based on relative total shareholder return (“TSR”) measured 
against the constituents of the FTSE SmallCap (excluding investment trusts).  25% of this part of 
an award will vest for median TSR, increasing pro-rata to 100% vesting for upper quartile TSR over 
the three years ending 30 June 2016.  In addition to the TSR performance condition, the Committee 

performance of the Company for this part of an award to vest.
The Group operates a Share Incentive Plan which is open to all employees, including Executive 
Directors, and has a number of legacy long-term incentive arrangements and share option plans. These 
are described in detail in Note 22 to the Annual Report.
5. Clawback
Consistent with best practice, clawback provisions have been introduced into the annual bonus and LTIP 
rules.
6. Share Ownership Guidelines
Shareholding guidelines have been introduced for Executive Directors, who are expected to retain 50% 
of the net of tax LTIP awards until they have a holding of shares with a value equivalent to 100% of 
salary.
Other remuneration matters
Director’s Service Agreements
 February 2004.  

for termination of employment within 14 days with payment in lieu of notice. Where the Company 
terminates a contract, any damages to which the Executive Director may be entitled shall be calculated 
in accordance with ordinary common law principles including those relating to mitigation of loss. 
Patrick Taylor, Colin Morrison, Christopher Satterthwaite, Robert Boyle and Rebecca Miskin are Non-
Executive Directors. The Non-Executive Directors have letters of appointment with the Company, which are 
for an initial three-year period with an extension for a further three-year period, and provide for a notice 
period of one month.  All existing Directors have chosen to submit to annual re-election at each AGM.
Non-Executive Directors
The Non-Executive Directors receive a fee for their services, which is dependent on which committees 
they serve or whether they act as Chairman of committees, and the reimbursement of incidental 
expenses. In addition a payment of £1,500 per working day is made in respect of any period during 

the terms of the appointment as a result, for example, of a major corporate transaction.  CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
53




Cap Index (excluding Investment 
Trusts). The other points plotted 
are the values at intermediate 

CENTAUR MEDIA
FTSE Small Cap (excl. 
Investment Trusts)





points plotted are the values at 

CENTAUR MEDIA

The graph below shows the total shareholder return (TSR) of Centaur Media plc compared to the 


Total Shareholder Return
30-Jun-08 30-Jun-09 30-Jun-10 30-Jun-11 30-Jun-12 30-Jun-13
VALUE (£)









 30-Jun-08 30-Jun-09 30-Jun-10 30-Jun-11 30-Jun-12 30-Jun-13
VALUE (£)





 Total Shareholder Return  

trusts). This index is considered to be most representative of the performance of the shares of generally 
comparable companies. The graph below shows the total shareholder return (TSR) of Centaur Media plc 
 CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
54
1. 

 receives an additional supplement 



serving as Interim Chief Executive 

 remains the Interim Chief Executive. 
2. 


the board of Centaur Media plc on 

the terms of his service agreement, 

comprising an amount equivalent 


and private health insurance) and 

certain employment rights.  No 


 bonus for the notice period.  No 



date of departure under the plan 
rules and remain exercisable for a 
 departure.  The market value of these 

outstanding vested options under the 
 exercisable for a 6 month period 
from the date of departure. These 
 of departure.   
3.

4. 
during this year include life  
as s urance, permanent health 
insurance and medical insurance. 
Annual Report on Remuneration
Directors’ Emoluments (Audited)

30 June 2013. 
Directors’ Report on Remuneration

and fees payments in Kind
4
Allowance 2013 2012
  Executive
M H Kerswell 
1
237,000 - - 2,329 239,329 20,604 - 259,933 261,015
GTD Wilmot 
2
259,169 384,704 - 3,497 647,370 45,354 19,000 711,724 363,321
  Non-Executive
JPE Taylor 80,000 - - - 80,000 -- 80,000 80,000
C Morrison 40,000 - - - 40,000 -- 40,000 40,000
C Satterthwaite 40,000 - - - 40,000 -- 40,000 40,000
R Boyle 35,000 - - - 35,000 -- 35,000 35,000
R Miskin 40,000 - - - 40,000 -- 40,000 40,000
Former Directors 
3
- --- - -- - 112,699
731,169 384,704 - 5,826 1,121,699 65,958 19,000 1,206,657 972,035
NOTES  CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
55
1.






 At the beginning of the Plan Period 



 annum that could be attributed to 

of Bonus Units in respect of any 

 The Remuneration Committee set the 



three Measurement Dates (at the 



shares to create the Bonus Pool.  
 At the end of the three year Plan 


balance of the Bonus Units capable 


 The vesting of all Bonus Units 
shall be subject to the Participant’s 
continued employment at the 
 

only capable of vesting based on 
the Company’s comparative total 
shareholder return (“TSR”) compared 
to the constituents of the FTSE 
Small Cap Index measured over 





performance condition in relation 

by Executive Directors ensured 
alignment of participants’ interests 

Directors’ interests (Audited) 


interest in the shares of other Group companies. The following Directors hold awards under the 

Date of Earliest Excercise Number Granted Lapsed Number
grant excercise Expiry price at 1 July in year in year at 30 June
Scheme  datedate(pence)2012  ****2013*
MH Kerswell 
2
Retention Plan 30.12.11 30.06.13 31.12.14 - 170,000 - - 170,000
SELTIP
1
22.10.12 15.09.13 15.09.22 - - 173,578 (86,789) 86,789
170,000 173,578 (86,789) 256,789
GTD Wilmot 
3
2004 Option Plan 9.03.04 9.03.07 31.12.13 100.0 587,333 - - 587,333
Rollover Plan 9.03.04 9.03.05 9.03.14 41.67 172,777 - (172,777) -
2004 Option Plan 29.10.08 30.06.12 29.10.18 51.75 800,000 - (800,000) -
SELTIP
1
15.09.11 15.05.13 31.12.13 - 370,274 - (185,137) 185,137
SELTIP
1
22.10.12 15.05.13 15.09.13 - 232,162 (116,081) 116,081 -
1,930,384 232,162 (1,273,995) 888,551
NOTES 
* or at date of cessation if earlier  CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
56
NOTES 
*The Remuneration Committee did 
not allocate the entire bonus pool 



employment. 

converted to restricted shares on 

share price at the close of busineß 


subsequently lapsed due to failure 
of the TSR performance condition.

be funded from the employee 
 2.



3. GTD Wilmot resigned as a 

4. 




average market price during 


Sharesave (Audited)
The following Directors have been granted options over ordinary shares of 10p each in the Company 
under the terms of the Centaur UK Sharesave Plan 2008 and 2009:
Earliest Excercise Number Number
Date of exercise Expiry price at 30 June at 30 June
   grant date date (pence)2012 2013
  GTD Wilmot  (resigned 24 May 2013)  30.04.09 01.07.12 01.01.13 20.92 43,738     -
GTD Wilmot exercised 43,738 options under the SAYE scheme on 2 July 2012. 
The market price on the date of exercise was 35.0p. 
Awards of bonus units were made in 2011, 2012 and 2013 as summarised in the following table: 
Number 
of shares Shares Shares


  2011 £4.0m £6.5m £2.5m 20% £0.4m £0.4m 711,621       - 370,274****
  2012 £6.5m £8.0m £1.5m 30% £0.4m £0.3m 788,696 173,578 232,162****
 2013 £8.0m £8.6m £0.6m 30% £0.1m £0.1m     ***     ***       -
Directors’ Report on Remuneration CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
57
Consideration of Matters Relating to Directors Remuneration
The Remuneration Committee
The Board has established a Remuneration Committee with formally delegated duties and 
responsibilities within written terms of reference prescribed by the Board which are available on the 

the year, and its other members are Christopher Satterthwaite and Rebecca Miskin.  All members of 
this Committee are independent Non-Executive Directors. The Company Secretary Claire Baty acts 
 Director may be invited to attend meetings, if the Remuneration Committee considers it appropriate.
Assistance to the Committee
During the year, the Committee appointed external remuneration consultants, New Bridge Street, who 
do not perform any other services for and has no other connection with the Company.  The Committee 

independent. 
The Committee received assistance from the Company Secretary and, where requested by the 

considered feedback received from major shareholders and considers the reports and recommendations 
of shareholder representative bodies and corporate governance analysts. 
Responsibilities and activities of the Committee
The Remuneration Committee is responsible for monitoring, reviewing and making recommendations 
to the Board at least annually on the broad policy for the remuneration of Executive Directors, the 
Chairman and Company Secretary.  It also determines their individual remuneration packages, including 
pension arrangements, bonuses and all incentive schemes and the determination of targets for any 
performance-related pay schemes operated by the Group - asking the Board, when appropriate, to seek 
shareholder approval for any long-term incentive arrangements, bonuses, incentive payments and 
any compensation payments and share option entitlements.  In addition the Committee monitors and 
recommends the level and structure of remuneration for senior management. 
The Remuneration Committee meets at least twice each year and met four times in 2013.  New Bridge 
Street attends Committee meetings where needed to provide technical support.  The Committee Chair 
has a standing item on the agenda at each main board meeting which provides the opportunity to 
update on and raise remuneration matters for discussion by the Board.  Minutes of the Committee are 
circulated to the Board once they have been approved by the Committee. 
Preparation of This Report


impacted until next year, the Committee has also sought to early adopt a number of the new 

& Skills in the interests of best practice.
On behalf of the Board
C Morrison
Chairman of the Remuneration Committee
11 September 2013 comprise the Consolidated Statement of Comprehensive Income, the Consolidated and Company 
Statements of Changes in Equity, Balance Sheets (Consolidated and Company), Cash Flow Statements 

applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as 

accordance with the provisions of the Companies Act 2006.
Respective responsibilities of Directors and auditors 





Auditors. 

body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose.  We 
do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other 
person to whom this report is shown or into whose hands it may come save where expressly agreed by 
our prior consent in writing.


misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting 




statements. If we become aware of any apparent material misstatements or inconsistencies we consider 
the implications for our report.

In our opinion: 
   
 ended;
   
adopted by the European Union; 
   
by the European Union and as applied in accordance with the provisions of the Companies Act 2006; 
and
   


to the Members of Centaur Media Plc
CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
58 Opinion on other matters prescribed by the Companies Act 2006 
In our opinion: 
   
accordance with the Companies Act 2006;
   
    the information given in the Corporate Governance Report set out earlier with respect to internal 
control and risk management systems and about share capital structures is consistent with the 

Matters on which we are required to report by exception 
We have nothing to report in respect of the following: 
Under the Companies Act 2006 we are required to report to you if, in our opinion: 
   adequate accounting records have not been kept by the Company, or returns adequate for our audit 
have not been received from branches not visited by us; or 
   
audited are not in agreement with the accounting records and returns; or 
   
   we have not received all the information and explanations we require for our audit; or
   a corporate governance statement has not been prepared by the parent company. 
Under the Listing Rules we are required to review: 
   
   
    
Philip Stokes (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
11 September 2013
CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
59 CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
60
Adjusted Adjusting Statutory Adjusted Adjusting Statutory
Results Items Results Results Items Results
2013 2013 2013 2012 2012 2012
Notes £m £m £m £m £m £m
Revenue 1 72.0 - 72.0 65.6 - 65.6
Net operating expenses 2 (62.2) (44.7) (106.9) (57.0) (5.3) (62.3)
    9.8 (44.7) (34.9) 8.6 (5.3) 3.3
Finance costs 4 (1.2) (1.3) (2.5) (0.6) - (0.6)
    8.6 (46.0) (37.4) 8.0 (5.3) 2.7
Taxation (charge)/credit 6 (2.2) 1.2 (1.0) (2.2) 0.8 (1.4)

to owners of the parent     6.4 (44.8) (38.4) 5.8 (4.5) 1.3
Total comprehensive income/(loss)
attributable to owners of the parent   6.4 (44.8) (38.4) 5.8 (4.5) 1.3
Earnings/(loss) per share attributable
to owners of the parent 7
Basic 4.5p (27.3p) 4.2p   0.9p
Fully diluted 4.5p   (26.8p) 4.1p 0.9p
Consolidated Statement of 
Comprehensive Income
for the year ended 30 June 2013 CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
61
     Reserve
for shares
Share Own Share to be Deferred Retained
capital shares premium issued shares earnings Total
£m £m £m £m £m £m £m
At 1 July 2011 15.0 (10.3) 0.7 3.3 0.1 115.3 124.1

comprehensive income
for the year ----- 1.3 1.3
Transactions with owners:
Dividends (note 23) - - - - - (2.9) (2.9)
Share based payments:
Share options exercised - (0.2) ---- (0.2)
Fair value of employee services
(note 22) - - - 0.3 - - 0.3
As at 30 June 2012 15.0 (10.5) 0.7 3.6 0.1 113.7 122.6
Loss for the year and total
comprehensive loss
for the year - - - - - (38.4) (38.4)
Transactions with owners:
Dividends (note 23) - - - - - (3.3) (3.3)
Share based payments:
Share options exercised - 0.4 - - - - 0.4
Fair value of employee services
(note 22) - - - 0.3 - - 0.3
As at 30 June 2013 15.0 (10.1) 0.7 3.9 0.1 72.0 81.6
Consolidated Statement of 
Changes in Equity
for the year ended 30 June 2013
Attributable to owners of the parent
At 30 June 2013, 7,318,291 (2012: 8,964,507) 10p ordinary shares are held in treasury and 1,693,673 
 The 800,000 deferred shares of 10p each carry restricted voting rights and carry no right to receive a 

The changes to the reserve for shares to be issued during the year ended 30 June 2013 and 30 June 2012
represent the total charge for the year relating to equity-settled share based payment transactions with
employees as accounted for under IFRS 2. CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
62
     Reserve
for shares
Share Own Share to be Deferred Retained
capital shares premium issued shares earnings Total
£m £m £m £m £m £m £m
At 1 July 2011 15.0 (8.8) 0.7 3.3 0.1 130.7 141.0
Loss for the year - ---- (1.6) (1.6)
Transactions with owners:
Dividends (note 23) - - - - - (2.9) (2.9)
Share based payments:
Fair value of employee services
(note 22) - - - 0.3 - - 0.3
As at 30 June 2012 15.0 (8.8) 0.7 3.6 0.1 126.2 136.8
Total comprehensive
loss for the year - - - - - (13.8) (13.8)
Transactions with owners:
Dividends (note 23) - - - - - (3.3) (3.3)
Share based payments:
Share options exercised - 0.4---- 0.4
Fair value of employee services
(note 22) - - - 0.3 - - 0.3
As at 30 June 2013 15.0 (8.4) 0.7 3.9 0.1 109.1 120.4
Company Statement of 
Changes in Equity
for the year ended 30 June 2013
Attributable to owners of the company
The company has taken advantage of the exemption available under section 408 of the Companies Act 

 CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
63
    
       2013 2012
Note £m £m
Non-current assets
Goodwill 8 98.9 121.3
Other intangible assets 9 23.8 15.4
Property, plant and equipment   10 2.0 2.3
Deferred income tax assets   20 1.5 0.8
126.2 139.8
Current assets
Inventories 12 2.0 1.1
Trade and other receivables   13 16.1 13.5
Cash and cash equivalents   14 3.3 5.3
21.4 19.9
Total Assets        147.6 159.7
Current liabilities
Trade and other payables   16 (11.6) (10.0)
Deferred income      17 (14.3) (11.3)
Current income tax liabilities   18 (1.4) (0.8)
Borrowings 15 - -
Provisions      19 (3.1) (0.3)
(30.4) (22.4)
Net current liabilities        (9.0) (2.5)
Non-current liabilities
Borrowings      15 (22.7) (12.5)
Provisions 19 (9.9) (1.2)
Deferred income tax liabilities   20 (3.0) (1.0)
(35.6) (14.7)
Net assets 81.6 122.6
Capital and reserves attributable to owners of the parent
Share capital       21 15.0 15.0
Own shares (10.1) (10.5)
Share premium        0.7 0.7
Other reserves         4.0 3.7
Retained earnings        72.0 113.7
Total equity 81.6 122.6
Consolidated 
Balance Sheet
for the year ended 30 June 2013

2013 and were signed on its behalf by:
M H Kerswell
 CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
64
    
       2013 2012
Note £m £m
Non-current assets
Investments      11 134.0 146.2
134.0 146.2
Current assets
Trade and other receivables   13 9.5 3.1
Cash and cash equivalents   14 0.1 -
9.6 3.1
Total Assets        143.6 149.3
Current liabilities
Borrowings 15 0.2 0.2
Trade and other payables   16 (0.8) (0.5)
(0.6) (0.3)
Net current assets         9.0 2.8
Non-current liabilities
Borrowings 15 (22.6) (12.2)
(22.6) (12.2)
Net assets       120.4 136.8
Capital and reserves attributable to owners of the parent
Share capital       21 15.0 15.0
Own shares        (8.4) (8.8)
Share premium        0.7 0.7
Other reserves         4.0 3.7
Retained earnings        109.1 126.2
Total equity       120.4 136.8
Company 
Balance Sheet
for the year ended 30 June 2013

2013 and were signed on its behalf by:
M H Kerswell
 CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
65
    
       2013 2012
Note £m £m

Cash generated from operations 24 9.3 8.3
Tax paid        (1.3) -
Net cash generated from operating activities   8.0 8.3

Acquisition of subsidiary       25 (11.4) (11.3)
Other acquisitions        (0.4) (0.2)
Deferred consideration of disposal of subsidiary   0.2 0.5
Purchase of property, plant and equipment   (0.3) (0.3)
Purchase of intangible assets        (4.1) (1.9)
 (16.0) (13.2)

Purchase of own shares         - (0.2)
Exercise of employee share options         0.4 -
Interest paid        (1.1) (0.4)
 (0.3) (0.2)
Dividends paid       23 (3.3) (2.9)
Proceeds of borrowings       24 10.3 12.5
Finance arrangement fees paid        - (0.6)
 6.0 8.2
Net (decrease)/increase in cash and cash equivalents   (2.0) 3.3
Cash and cash equivalents at 1 July   5.3 2.0
Cash and cash equivalents at 30 June 14 3.3 5.3
Consolidated 
Cash Flow Statement
for the year ended 30 June 2013 CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
66
    
       2013 2012
Note £m £m

Cash used in operating activities   24 (7.3) (5.1)

Interest paid        - (0.4)
 0.4 -
Finance arrangement fees paid        - (0.6)
Dividends paid       23 (3.3) (2.9)
Sale of treasury shares        - 0.1
Proceeds of borrowings 24 10.3 12.5
 7.4 8.7
Net increase in cash and cash equivalents 0.1 3.6
Cash and cash equivalents at 1 July   - (3.6)
Cash and cash equivalents at 30 June 14 0.1 -
Company 
Cash Flow Statement
for the year ended 30 June 2013 CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
67
Statement of 
Accounting Policies
The principal accounting policies adopted in the 

below. These policies have been consistently applied 
to all the years presented, unless otherwise stated.
Basis of preparation

have been prepared in accordance with International 
Financial Reporting Standards (IFRS) as adopted 
by the European Union and International Financial 
Reporting Interpretations Committee (IFRIC) and with 
those parts of the Companies Act 2006 applicable 

statements have been prepared on the historical cost 

been prepared on a going concern basis. Further 
detail is included within the Report of the Directors 
on pages 32 to 37.  The functional currency of the 
Company is pounds sterling (GBP) as that is the 
currency of the primary economic environment in 

are presented in pounds sterling (GBP).

conformity with IFRS requires the use of estimates 
and assumptions that affect the reported amounts 

statements and the reported amounts of revenues 
and expenses during the reporting period. Although 

knowledge of the amount, events or actions, the 
actual results may ultimately differ from those 
estimates.
The Company has taken advantage of the exemption 
available under section 408 of the Companies Act 
2006 and has not presented its own statement of 

(a)  New and amended standards adopted by the 
group:
The following new standards and amendments to 


   IAS 1, ‘Financial statement presentation – 

for annual periods commencing on or after 1 July 
2012 (EU endorsed 5 June 2012). The amendment 
increases the required level of disclosure within 
the statement of comprehensive income. The 
application of the amendment does not have any 

(b) New standards, amendments and interpretations 
that are potentially relevant to the Group issued but 

2012 (and in some cases not yet adopted by the EU) 
and not early adopted:
   
   
   
   
   
   

   IAS 28 (revised 2011), ‘Investments in associates 

   
Presentation – Offsetting Financial assets and 

   Amendments to IFRS 7, ‘Financial instruments: 


   Annual improvements to IFRSs 2009-2011.
   Transition guidance (amendments to IFRS 10, IFRS 
11 and IFRS 12).
   
assets (Amendments to IAS 36).
   The Directors anticipate that the adoption of these 
standards and interpretations in future periods will 

of the Group.
Presentation of non-statutory measures
The Directors believe that adjusted results and 
adjusted earnings per share provide additional 
useful information on the on-going operations of the 


reported by other companies.  It is not intended to be 
a substitute for, or superior to, IFRS measurements 
 The following charges were presented as adjusting 
items:
    
2013 2012
Note £m £m
Exceptional costs 3 42.4 4.5
Amortisation of acquired intangibles 9 2.3 0.8
 1.3 -
46.0 5.3
Tax relating to adjusting items   (1.2) (0.8)
Total adjusting items    44.8 4.5 CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
68
Statement of Accounting Policies
The principal adjustments are made in respect of:
   Exceptional costs - the Group considers items of 
income and expenses as exceptional items and 
excludes them from the adjusted results where 
the nature of the item, or its size, is likely to be 

statements to better understand the results 
of the operations of the Group.  Details of 
exceptional items are shown in note 3.
   Amortisation of acquired intangibles – the 
Group amortises all intangible assets.  The 
amortisation charge for those intangible assets 
recognised on the acquisition of a subsidiary 
are excluded from the adjusted results of the 

statements to better understand the results of 
the operations of the Group. The amortisation 
of intangible software assets acquired other 
than through the acquisition of a subsidiary 
is included in the adjusted results. Details of 
amortisation of intangibles are shown in note 9.
   
discounts provisions to the net present value 
where the effects of such discounting are 
material. The discounting on provisions relating 
to acquisitions is excluded from adjusted 
results of the Group so as to assist the user of 

the results of the operations of the Group. 

shown in note 4.
The tax related to adjusting items is the tax effect 
of the items above that are allowable deductions 
for tax purposes, calculated using the standard 
rate of corporation tax.

Adjusted EBITDA:
Consolidation


and all its subsidiaries to 30 June, adjusted where 

policies.
A subsidiary is an entity controlled by the 
Company. Control exists when the Company has 
the power, directly or indirectly, to govern the 


Where the Group has established a joint venture 
through an interest in a company, partnership 
or other entity (a jointly controlled entity), the 
Group recognises its interest in the entity using 
the proportionate consolidation method, whereby 

income and expenses of the jointly controlled 
entity is combined line by line with similar items 

Intragroup balances and transactions and any 
unrealised gains or losses arising from these 
transactions, are eliminated in preparing the 

Business Combinations
The acquisition of subsidiaries is accounted for 
using the acquisition method.  The consideration 
for each acquisition is measured at the aggregate 
of fair values of assets given, liabilities incurred 
or assumed, and equity instruments issued 
by the Group in exchange for control of the 
acquiree.  Acquisition costs incurred are expensed 
and included in the Consolidated Statement of 
Comprehensive Income.
    
    2013 2012
Note £m £m
 (34.9) 3.3
Adjusting items     44.7 5.3
 9.8 8.6
Depreciation of property, plant and equipment   10 0.6 0.7
Amortisation of software   9 2.3 2.1
Share based payments 0.2 0.3
Adjusted EBITDA 12.9 11.7 CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
69
Any deferred consideration to be transferred by 
the acquirer is recognised at fair value. If the 
conditions attached to the consideration indicate 
that the payment forms part of the acquisition, 
a provision is made for the future liability 
at the acquisition date. Where the deferred 
consideration is contingent on the continued 
employment of the vendors, such arrangements 
are recognised in the Consolidated Statement 
of Comprehensive Income on a straight line 
basis over the life of the earn-out. Subsequent 
changes to the fair value of the contingent 
consideration are recognised in accordance 
with IAS 39 Financial Instruments: Recognitions 
and Measurement through the Consolidated 
Statement of Comprehensive Income.
Revenue recognition
Revenue is measured at the fair value of the 
consideration received or receivable and 
represents amounts recoverable by the Group for 
the sales of advertising space, subscriptions and 
individual publications and revenue from events 
provided in the normal course of business, net of 
discounts and value added tax.
Sales of advertising space are recognised in 
the period in which publication occurs. Sales of 
publications are recognised in the period in which 
the sale is made. Sales of online advertising 
are recognised in the period in which the 
advertisements are placed.  Revenue received in 
advance for events is deferred and recognised in 
the period in which the event takes place. 
Revenue from subscriptions to publications and 
digital services is deferred and recognised on a 
straight-line basis over the subscription period. 
Foreign currencies
Transactions denominated in foreign currency 
are translated at exchange rates prevailing at the 
transaction date. Monetary assets and liabilities 
are translated at exchange rates prevailing at 
the year-end date. Any gains or losses arising 

comprehensive income.

entities that have a functional currency different 
from the presentation currency are translated into 
the presentation currency as follows:
   assets and liabilities for each balance sheet 
presented are translated at the closing rate at 
the date of that balance sheet;
   income and expenses for each income 
statement are translated at average exchange 
rates (unless this average is not a reasonable 
approximation of the cumulative effect of the 
rates prevailing on the transaction dates, in 
which case income and expenses are translated 
at the rate on the dates of the transactions); 
and
   all resulting exchange differences are 
recognised as a separate component of equity.
On consolidation, exchange differences arising 
from the translation of the net investment in 
foreign operations, and of borrowings, are taken to 

partially disposed of or sold, exchange differences 
that were recorded in equity are recognised in the 
income statement as part of the gain or loss on 
sale. Goodwill and fair value adjustments arising 
on the acquisition of a foreign entity are treated 
as assets and liabilities of the foreign entity and 
translated at the closing rate.
Investments

investments in subsidiaries are stated at cost less 
provision for impairment in value.
Goodwill
Where the cost of a business acquisition exceeds 
the fair values attributable to the separable 
net assets acquired, the resulting goodwill is 
capitalised and allocated to the CGU or group 

synergies of the business combination. Goodwill 

impairment annually or where indicators imply 
that the carrying value is not recoverable.
Each brand, comprising individual magazines, 
digital titles and events, is deemed to be a Cash 
Generating Unit (CGU). Goodwill is attributed to 
individual CGUs but is reviewed at the segment 
level for the purposes of the annual impairment 
review as this is the level that management 
monitor goodwill. Any impairment is recognised 
in the statement of comprehensive income. 
Impairment of goodwill is not subsequently 
reversed.
On the disposal of a cash generating unit, the 
attributable amount of goodwill is included in the 
 CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
70
Statement of Accounting Policies
Other intangible assets
Intangible assets acquired separately are carried 
at cost less accumulated amortisation. Intangible 
assets acquired as part of business combinations are 
carried at fair value as at the date of acquisition less 
accumulated amortisation. 
Computer Software
Computer software that is not integral to the 
operation of the related hardware is carried at cost 
less accumulated amortisation.  Costs associated with 

products controlled by the Group that will probably 

recognised as intangible assets when the criteria of 
IAS 38 Intangible Assets are met. They are carried at 
cost less accumulated amortisation.
Amortisation is calculated to write off the cost or 
fair value of assets on a straight line basis over the 
expected useful economic lives to the Group over the 
following periods:
Computer software  - 3 - 5 years
Brands and publishing rights - 20 years
Customer relationships - 10 years or the 
length of the contract if shorter
Websites and content - 3 - 5 years
Non-compete arrangements - Over the term of the 
arrangement

commercially valuable intangibles but are not eligible 
for recognition as assets under IAS 38 Intangible 
Assets.
Property, plant and equipment
Property, plant and equipment is stated at historical 
cost less accumulated depreciation and impairment 
losses. The historical cost of property, plant and 
equipment is the purchase cost together with any 
incidental direct costs of acquisition. Depreciation 
is calculated to write off the cost, less estimated 
residual value, of assets, on a straight line basis over 
the expected useful economic lives to the Group over 
the following periods:
Leasehold improvements - 10 years or the 
expected length of the lease if shorter

Computer equipment - 3 - 5 years
Residual values, where applicable, are reviewed 
annually against prevailing market rates at the 
balance sheet date for equivalent aged assets 
and depreciation rates adjusted accordingly on a 
prospective basis. A review of the estimated useful 
economic life of each asset is carried out annually to 
ensure depreciation rates are adequate.
 Assets that are subject to depreciation or 
amortisation are reviewed for impairment whenever 
events indicate that the carrying value may not be 
recoverable. An impairment loss is recognised to the 
extent that the carrying value exceeds the higher 




Taxation including deferred tax
The tax expense represents the sum of the tax 
currently payable and deferred tax.
The tax currently payable is based on the taxable 

reported in the statement of comprehensive income 
because it excludes items of income or expense that 
are taxable or deductible in other years and it further 
includes items that are never taxable or deductible. 

calculated using tax rates that have been enacted or 
substantively enacted by the balance sheet date.
Deferred tax is the tax accounted for in respect 
of temporary differences between the carrying 

statements, and the corresponding tax bases used in 

for using the balance sheet liability method. Deferred 
tax liabilities are generally recognised for all taxable 
temporary differences and deferred tax assets are 
recognised to the extent that it is probable that 

deductible temporary differences can be utilised. 
Such assets and liabilities are not recognised if 
the temporary difference arises from goodwill or 
the initial recognition (other than in a business 
combination) of other assets and liabilities in a 


Deferred tax is calculated at the tax rates that 
are expected to apply in the period when the 
liability is settled or the asset is realised. Deferred 
tax is charged or credited to the statement of 
comprehensive income, except when it relates to 
items charged or credited directly to equity, in which 
case the deferred tax is also dealt with in equity. CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
71
Inventories
Inventories are stated at the lower of cost and net 


costs incurred relating to publications, exhibitions 
and conferences prior to the publication date or the 
date of the event. For goods for resale, cost is the 
purchase price, or, in the case of publications, the 
direct cost of production.
Net realisable value is based on estimated future 
selling price less all the further costs to completion 
and all relevant marketing, selling and distribution 
costs.
Inventories are reviewed regularly and full provision is 
made for obsolete, slow moving or defective stock.
Leases

rewards of ownership are retained by the lessor are 

operating leases (net of any incentives received 
from the lessor) are charged to the statement of 
comprehensive income on a straight-line basis over 
the period of the lease.
The Group leases certain property, plant and 
equipment. Leases of property, plant and equipment 
where the Group has substantially all the risks 


commencement at the lower of the fair value of 
the leased property and the present value of the 
minimum lease payments. Each lease payment is 


outstanding. The corresponding rental obligations, 


charged to the statement of comprehensive income 
over the lease period so as to produce a constant 
periodic rate of interest on the remaining balance 
of the liability for each period. The property, plant 

depreciated over the shorter of the useful life of the 
asset and the lease term.



employees. The assets of the scheme are held 
separately from those of the Group in an independently 

contribution schemes are charged to the statement 
of comprehensive income at the time that the related 
service is provided. The group has no further payment 
obligations once the contributions have been paid.
The expected cost of compensated holidays is 
recognised at the time that the related service is 
provided.
Share-based payments
The Group operates a number of equity-settled, 
share-based compensation plans, under which 
the entity receives services from employees as 
consideration for equity instruments (options) of 
the Group. The fair value of the employee services 
received in exchange for the grant of the options is 
recognised as an expense. The total amount to be 
expensed is determined by reference to the fair value 
of the options granted:
   including any market performance conditions;
   excluding the impact of any service and non-
market performance vesting conditions (for 
 and remaining an employee of the entity over a 

   including the impact of any non-vesting conditions 
(for example, the requirement for employees to save).
Non-market vesting conditions are included in 
assumptions about the number of options that are 
expected to vest. The total expense is recognised 
over the vesting period, which is the period over 


entity revises its estimates of the number of options 
that are expected to vest based on the non-market 
vesting conditions. It recognises the impact of the 
revision to original estimates, if any, in the statement 
of comprehensive income, with a corresponding 
adjustment to equity.
When the options are exercised, the Company issues 
new shares or transfers shares from treasury. The 
proceeds received net of any directly attributable 
transaction costs are credited to share capital 
(nominal value) and share premium when the options 
are exercised.
The grant by the Company of options over its 
equity instruments to the employees of subsidiary 
undertakings in the Group is treated as a capital 
contribution. The fair value of employee services 
received, measured by reference to the grant date 
fair value, is recognised over the vesting period as an 
increase to investment in subsidiary undertakings, 
with a corresponding credit to equity. CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
72
Statement of Accounting Policies
Provisions
Provisions are recognised when the Group has a 
present obligation (legal or constructive) as a result 
of a past event, when it is more likely than not that 

obligation and where a reliable estimate can be made 
of the amount of the obligation.
Provisions for contingent deferred consideration 

future liability.  Where the deferred consideration 
is contingent on the continued employment of the 
vendors, such arrangements are recognised in the 
Consolidated Statement of Comprehensive Income on 
a straight line basis over the life of the arrangement. 
Provisions for onerous property leases are recognised 

less any contracted sub-lease income, for properties 
no longer occupied and in use by the Group.
Segmental reporting
Operating segments are reported in a manner 
consistent with the internal reporting provided to 
the chief operating decision-maker. The Board of 

operating decision-maker, responsible for allocating 
resources and assessing performance of the operating 
segments. During the year the company announced 
a refocus of its business into four market-facing 
divisions: Marketing, Professional, Financial, and 
Consumer. The operating segments were therefore 

managed and to better allow the Group to focus on 
these customers. 
Share capital and share premium

of consideration received in respect of shares issued 
over the nominal value of those shares is held in the 
share premium account.
The Company also holds a non-distributable reserve 
representing the fair value of share options issued.
Investment in own shares


trust, which is a separately administered trust 
and is funded by loans from Group companies. 
The Group recognises assets and liabilities of the 

shares held by the trust are recorded at cost as a 

Consideration received for the sale of shares held by 
the trust is recognised in reserves. 
 Where any Group company purchases the 

the consideration paid, including any directly 
attributable incremental costs (net of income 
taxes) is deducted from equity attributable to 

are cancelled, reissued or disposed of. Where 
such shares are subsequently sold or reissued, 
any consideration received, net of any directly 
attributable incremental transaction costs and the 
related income tax effects, is included in equity 

Dividends
Dividends are recognised as a liability in the period in 
which they are paid or approved by the shareholders 
in the annual general meeting.
Financial instruments
The Group has applied IFRS 7, Financial Instruments: 
Disclosures, and IAS 39, Financial Instruments: 
Recognition and Measurement, as outlined below:
    Financial assets

following categories where relevant: at fair value 



were acquired.  Management determines the 

recognition.



 quoted in an active market. They are included in 
current assets, except for maturities greater than 
12 months after the balance sheet date. These 
 loans and receivables comprise trade and other 
receivables and cash and cash equivalents in the 
balance sheet. 
Loans and receivables are carried at amortised cost 
using the effective interest method. CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
73
   Trade receivables are recognised initially at fair 
value and subsequently measured at amortised 
cost using the effective interest method, less 
provision for impairment. 
A provision for impairment of trade receivables is 
established when there is objective evidence that 
the Group will not be able to collect all amounts due 
according to the original terms of the receivables. 

probability that the debtor will enter bankruptcy or 

in payments (more than 90 days overdue) are 
considered indicators that the trade receivable 
is impaired. The amount of the provision is the 

and the present value of estimated future cash 

rate. The carrying amount of the asset is reduced 
through the use of an allowance account, and the 
amount of the loss is recognised in the statement 
of comprehensive income within net operating 
expenses. When a trade receivable is uncollectible, 
it is written off against the allowance account 
for trade receivables. Subsequent recoveries 
of amounts previously written off are credited 
against net operating expenses in the statement of 
comprehensive income.
   Cash and cash equivalents
Cash and cash equivalents includes cash in hand 
and deposits repayable on demand or maturing 
within three months of the balance sheet date.
   Trade payables are recognised initially at fair value 
and subsequently measured at amortised cost 
using the effective interest method.
   Borrowings
Borrowings are recognised at fair value, net of 
transaction costs incurred and carried subsequently 
at amortised cost.  Costs of borrowings are 
recognised in the statement of comprehensive 
income as incurred or, where appropriate, across 
the term of the related borrowing.
   
hedge interest rate and foreign currency exposure 
where these circumstances arise. Discounts and 
premiums are charged or credited to the statement 
of comprehensive income over the life of the 
asset or liability to which they relate.   Derivative 

value. Changes to fair value are recognised directly 
in equity, to the extent that they are effective, 
with the ineffective portion being recognised in 
the statement of comprehensive income in the 


for trading purposes or designated as hedges.
Key accounting assumptions, estimates and 
judgements

IFRS requires the use of certain key accounting 
assumptions and requires management to exercise its 
judgement and to make estimates. The areas where 


i) Impairments
In assessing whether goodwill and other 



future growth.  If the results of operations in future 

model, impairments may be triggered.  Further 
details of the assumptions and sensitivities in the 

ii) Contingent consideration
Contingent consideration related to acquisitions 
is dependent on the future performance of the 
acquired businesses. Judgement is required in 
estimating the magnitude of the contingent 
consideration and the likelihood of payment. 
Further detail related to contingent consideration 
is disclosed in notes 19 and 25.  
 Intangible assets arising on the acquisition of 

understanding of the acquiree and previous 
experience of similar businesses.  Consistent 
methods of valuation for similar types of 
intangible asset are applied where possible and 
appropriate, using information reviewed at Board 
level where available.  Discount rates applied in 
calculating the values of intangible assets arising 
on the acquisition of subsidiaries are calculated 



similar assets. CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
74
NOTES TO THE FINANCIAL STATEMENTS
SEGMENTAL REPORTING


During the year the Group has refocused its business around four market-facing segments to better 
focus on the customers it serves and the business synergies from this. Management has determined 
the operating segments based on these four segments, being Marketing, Professional, Financial, and 


according to the relevant cost driver.
Corporate costs are allocated to business segments on an appropriate basis depending on the nature of 
the cost. Segment assets consist primarily of property, plant and equipment, intangible assets including 
goodwill, inventories and trade receivables. Segment liabilities comprise trade payables, accruals and 
deferred income.
Corporate assets and liabilities comprise current and deferred tax balances, cash and cash equivalents 
and borrowings. Capital expenditure comprises additions to property, plant and equipment, intangible 
assets and goodwill and includes additions resulting from acquisitions through business combinations.
All segments derive revenues from Digital, Print and Events products.
There are no major customers that provide revenue of over 10% of a reportable segment.
1 CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
75
    
Year ended 30 June 2013 Marketing Professional Financial Consumer Group
£m £m £m £m £m
Revenue 23.8 24.1 13.3 10.8 72.0
Adjusted EBITDA 3.6 5.4 2.2 1.7 12.9
Depreciation of property, plant and equipment (0.3) (0.1) (0.1) (0.1) (0.6)
Amortisation of software (0.7) (1.4) (0.1) (0.1) (2.3)
Amortisation of acquired intangibles (1.7) (0.3) (0.2) (0.1) (2.3)
Impairment of goodwill (20.8) (4.2) (14.2) - (39.2)
Exceptional costs 3.9 (6.0) (0.6) (0.5) (3.2)
Segment result (16.0) (6.6) (13.0) 0.9 (34.7)
Share based payments (0.2)
Operating loss (34.9)
Finance costs (2.5)
Loss before tax (37.4)
Taxation (1.0)
Loss for the year (38.4)
Segment assets 50.7 60.0 18.9 13.2 142.8
Corporate assets 4.8
Consolidated total assets 147.6
Segment liabilities (17.3) (14.7) (3.5) (3.7) (39.2)
Corporate liabilities (26.8)
Consolidated total liabilities (66.0)
Other items
Capital expenditure 10.6 2.1 0.6 0.2 13.5 CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
76
NOTES TO THE FINANCIAL STATEMENTS
    
Year ended 30 June 2012 Marketing Professional Financial Consumer Group
(restated) (restated) (restated) (restated)
£m £m £m £m £m
Revenue 15.0 24.7 15.6 10.3 65.6
Adjusted EBITDA 2.9 4.3 3.0 1.5 11.7
Depreciation of property, plant and equipment (0.1) (0.3) (0.2) (0.1) (0.7)
Amortisation of software (0.3) (1.3) (0.2) (0.3) (2.1)
Amortisation of acquired intangibles (0.2) (0.3) (0.2) (0.1) (0.8)
Exceptional costs (1.4) (2.5) (0.4) (0.2) (4.5)
Segment result 0.9 (0.1) 2.0 0.8 3.6
Share based payments (0.3)
 3.3
Finance costs (0.6)

Taxation (1.4)

Segment assets 45.6 62.6 33.0 12.4 153.6
Corporate assets 6.1
Consolidated total assets 159.7
Segment liabilities (5.1) (10.6) (3.8) (3.9) (23.4)
Corporate liabilities (13.7)
Consolidated total liabilities (37.1)
Other items
Capital expenditure 5.3 2.0 1.3 0.5 9.1
SEGMENTAL REPORTING (continued)
1 CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
77
    
Revenue by Geographical Location

2013 2012
£m £m
United Kingdom 64.3 60.4
Europe (excl. UK) 3.2 2.6
North America 2.8 1.3
Rest of World 1.7 1.3
72.0 65.6

2013 2012
£m £m
Sale of goods:
Digital 24.9 19.5
Print 20.4 25.1
Events 26.2 20.5
Other 0.5 0.5
72.0 65.6 CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
78
NOTES TO THE FINANCIAL STATEMENTS
NET OPERATING EXPENSES

Adjusted Adjusting Statutory Adjusted Adjusting Statutory
Results Items Results Results Items Results
2013 2013 2013 2012 2012 2012
Notes £m £m £m £m £m £m
 26.4 - 26.4 25.2 - 25.2
Depreciation of property, plant and equipment 10 0.6 - 0.6 0.7 - 0.7
Amortisation of intangibles 9 2.3 2.3 4.6 2.1 0.8 2.9
Impairment of goodwill 8 -39.2 39.2
Exceptional costs 3 - 3.2 3.2 - 4.5 4.5
Operating lease rentals
Minimum lease payments 2.7 - 2.7 2.4 - 2.4
Repairs and maintenance expenditure on
property, plant and equipment 0.1 - 0.1 -- -
Trade receivables impairment - - - 0.1 - 0.1
Other operating expenses 30.1 - 30.1 27.0 - 27.0
62.2 44.7 106.9 57.0 5.3 62.3
Cost of Sales 36.7 - 36.7 35.0 - 35.0
Distribution costs 2.0 - 2.0 2.5 - 2.5
Administrative expenses 23.5 44.7 68.2 19.5 5.3 24.8
62.2 44.7 106.9 57.0 5.3 62.3
Services provided by the Company’s auditors     
2013 2012
£’000 £’000
Audit fees:
Fees payable to the Company’s auditor for the audit of parent company
 30 30
Fees payable to the Company’s auditor and its associates for other services:
 119 117
Total audit fees 149 147
Audit related assurance services 26 25
Taxation compliance services 43 -
Other taxation advisory services 15 -
Other assurance services 47 47
 - 201
Other services - 18
Total non-audit fees 131 291
280 438
2 CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
79
EXCEPTIONAL ITEMS
  
2013 2012
£m £m
Restructuring costs
Redundancies   2.8 1.9
Accelerated amortisation of software 0.2 0.1
Accelerated share based payment charge 0.1 -
Post closure costs -0.3
3.1 2.3
Acquisition related costs   0.7 1.1
Deferred contingent consideration 4.3 1.1
Deferred contingent consideration adjustment (5.4) -
Onerous lease provision   0.6 0.3
 - (0.3)
Other (0.1) -
Exceptional costs (before goodwill impairment) 3.2 4.5
Goodwill impairment   39.2 -
Total 42.4 4.5
Restructuring costs in 2013 comprise redundancy costs of £2.8m and associated costs as a result of 
on-going restructuring activities as well as accelerated amortisation of software of £0.2m and an 
accelerated share based payments charge on resignation of a director and an Operating Board member 
during the year. Costs in 2012 comprised redundancy costs, accelerated amortisation of software and 
product closure costs on discontinued products.
Acquisition related costs in 2013 comprise the legal and professional fees associated with the 
acquisition of E-consultancy.com Limited (“Econsultancy”). Acquisition related costs in 2012 comprise 
the legal and professional fees associated with the acquisition of Investment Platforms Limited (“IPL”) 
in August 2011 (£0.1m), Venture Business Research Limited (“VB Research”) in December 2011 (£0.2m) 

fees incurred associated with the acquisition of Econsultancy (£0.5m) and legal and professional fees 

The deferred contingent consideration charged in the year relates to contingent consideration 
associated with the acquisition of The Forum for Expatriate Management Limited (“FEM”) (£3.0m) and of 
IPL (£0.8m) and VB Research (£0.5m). As these payments are contingent on continued employment, IFRS 
3(R) requires that they be recorded through the period from the date of acquisition to the end of the 
performance period on which the consideration is measured.  The amounts charged in 2013 represent 
the current year portion of the expected total payment, plus an adjustment to earlier periods where 
the latest information available indicates that the consideration ultimately payable will differ from that 
which was initially expected. 
The deferred contingent consideration adjustment relates to reassessment of the consideration payable 
for Econsultancy as a result of a downgrade in expected earnings (note 19).

of £0.6m being made for the remaining cost of their existing lease (note 19). Costs in 2012 related to the 
vacation of the Taxbriefs premises.
Impairment of goodwill relates to the write down during the year of goodwill in the Marketing, 
Professional and Financial segments (note 8). 
3 CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
80
NOTES TO THE FINANCIAL STATEMENTS
EXCEPTIONAL ITEMS (continued)
FINANCE COSTS
3
4
Other exceptional costs (£0.1m) relate to the unwinding of the discount of the deferred consideration 
receivable on disposed trading assets.

Corporate Services products. The gain of £0.3m recognised in relation to these disposals represents 
the net present value of the consideration receivable from the sales (£1.1m), less the net book value of 
intangible assets disposed (£0.6m - disclosed as held for sale in 2011) and legal, professional and other 
costs of disposal (£0.2m).
  
2013 2012
£m £m
Interest payable on revolving credit facility 0.8 0.3
Commitment fees and amortisation of arrangement fee in respect of revolving credit facility 0.3 0.2
Finance lease interest 0.1 0.1
Total interest expense   1.2 0.6
Unwinding of discount on provisions (included in adjusting items) 1.3 -
2.5 0.6 CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
81
DIRECTORS AND EMPLOYEES
5
  
2013 2012 2013 2012
Group Group Company Company
£m £m £m £m
Wages and salaries   22.6 21.7 0.8 0.8
Social security costs   2.9 2.7 0.1 0.1
Other pension costs (note 28) 0.6 0.5 0.1 0.1
Equity settled share-based payments (note 22) 0.3 0.3 - 0.1
26.4 25.2 1.0 1.1
Exceptional redundancy costs (note 3) 2.8 1.9 - -
29.2 27.1 1.0 1.1
The average monthly number of employees employed during the year, including Directors, was:
2013 2012
Group Group
Number Number
     (as restated)*
Marketing 165 84
Professional 135 131
Financial 67 92
Consumer 58 48
Central 168 181
593 536
*see note 1
Key management compensation
2013 2012
£m £m
 1.2 1.2
 0.7 -
 0.1 0.1
Share based payments    0.2 0.2
2.2 1.5
 CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
82
NOTES TO THE FINANCIAL STATEMENTS
TAXATION
6
  
Analysis of charge in year
2013 2012
£m £m
Current tax
Current year   1.3 1.3
Adjustment in respect of prior year 0.4 0.4
1.7 1.7
Deferred tax (note 20)
Origination and reversal of temporary differences (0.5) 0.1
Adjustment in respect of prior year (0.2) (0.4)
(0.7) (0.3)
Taxation 1.0 1.4

2013 2012
£m £m
 (37.4) 2.7
Tax at the UK rate of corporation tax of 23.75% (2012: 25.5%) (8.9) 0.7
Effects of:
Expenses not deductible for tax purposes 0.4 1.0
Goodwill impairment not deductible 9.3 -
Effects of changes in tax rate on deferred tax balances - (0.3)
Utilisation of tax losses brought forward - (0.1)
Adjustments in respect of prior year 0.2 -
Deferred tax charge on share based payments taken to the statement of comprehensive income  - 0.1
1.0 1.4
The Finance Act 2012 included legislation to reduce the main rate of corporation tax from 24% to 23% 

23.75%. In addition, legislation to reduce the main rate of corporation tax from 23% to 21% from 1 April 
2014 and from 21% to 20% from 1 April 2015 was included in the Finance Act 2013.  These further 
changes had not been substantively enacted at the balance sheet date and, therefore, are not included 

There will be no material effect on the deferred tax liability or the tax charge resulting from the 
changes to be enacted in the Finance Act 2013. CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
83
EARNINGS PER SHARE
7
Basic (loss)/earnings per share (LPS/EPS) is calculated by dividing the (loss)/earnings attributable to 
ordinary shareholders by the weighted average number of shares in issue during the year.  1,693,673 

in treasury have been excluded in arriving at the weighted average number of shares.
For diluted (loss)/earnings per share the weighted average number of ordinary shares in issue is adjusted 
to assume conversion of all dilutive potential ordinary shares.  This comprises share options (including 
those granted under the Sharesave plan) granted to Directors and employees where the exercise price is 

An alternative measure of adjusted earnings per share has been provided as the Directors believe that 

2013 2013 2013 2012 2012 2012
(Loss)/earnings Weighted (Loss)/earnings Weighted
attributable average attributable average
to owners number Earnings to owners number Earnings
of the parent of shares per share of the parent of shares per share
£m millions Pence £m millions Pence
Basic (38.4) 140.9 (27.3) 1.3 139.3 0.9
Effect of dilutive securities
Options - 2.3 - -2.2 -
Diluted (38.4) 143.2 (26.8) 1.3 141.5 0.9
Adjusted
Basic  (38.4) 140.9 (27.3) 1.3 139.3 0.9 
Amortisation of acquired intangibles 
(excluding software) (note 9) 2.3 - 1.6 0.8 - 0.6
 1.3 - 0.9 - - -
Exceptional costs (note 3) 42.4 - 30.2 4.5 - 3.2
Tax effect of above adjustments (1.2) - (0.9) (0.8) - (0.5)
Adjusted 6.4 140.9 4.5 5.8 139.3 4.2
Effect of dilutive securities
Options -2.3 - -2.2 -
Diluted adjusted 6.4 143.2 4.5 5.8 141.5 4.1 CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
84
NOTES TO THE FINANCIAL STATEMENTS
GOODWILL
8
  
Note £m
Cost
At 1 July 2011   142.0
Additions - acquisition of subsidiaries 5.8
Additions - other acquisitions 0.2
FEM adjustment   (0.8)
At 1 July 2012   147.2
Additions - acquisition of subsidiaries 25 16.7
Additions - other   0.1
At 30 June 2013 164.0
Accumulated impairment
At 1 July 2011 and 2012   25.9
Charge for the year   39.2
At 30 June 2013 65.1
Net book amount
At 30 June 2013 98.9
At 30 June 2012   121.3
At 1 July 2011   116.1
Additions to goodwill arose on the acquisition of Econsultancy in July 2012 (Note 25). Additions from 
other acquisitions in 2013 arose from the purchase of an additional 0.71% of the share capital of Perfect 
Information for £0.1m in November 2012.
Additions in 2012 arose from the acquisitions made during the year (Note 25). Other acquisitions 
related to the purchase of 0.71% of additional share capital in Perfect Information. The FEM adjustment 
related to an adjustment to acquisition accounting on the 2011 acquisition to recognise the deferred 
consideration as post acquisition remuneration consistent with IFRS 3 (R). CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
85
Goodwill by segment
Each brand, comprising individual magazines, digital titles and events, is deemed to be a Cash 
 is attributed to individual CGUs but is reviewed at the segment level for the purposes of the annual 

goodwill arose on the acquisition of the Centaur Communications Group in 2004.  
Goodwill is allocated to segments as follows:
*see note 1
Impairment testing of goodwill and acquired intangible assets
During the year goodwill was tested for impairment in accordance with IAS 36.  In assessing whether a 
write-down of goodwill and acquired intangible assets is required, the carrying value of the segment is 
compared with its recoverable amount. Recoverable amount is measured based on value-in-use.



used across all segments.
The key assumptions used in calculating value-in-use are revenue growth, margin, adjusted EBITDA, 
 three years of the value-in-use calculation, and applied a terminal growth rate of 2.25% (2012: 2.25%).  
This timescale and the terminal growth rate are both considered appropriate given the cyclical nature of 
 The assumptions used in the calculations of value-in-use for each segment have been derived based on 

future growth rates in the industry.
At 30 June 2013, before impairment testing, goodwill of £57.5m, £46.6m and £26.4m was allocated to 
the Marketing, Professional and Financial segments respectively. These segments have been affected 
during the year by the weakness in print advertising sales and also the reduction in expectations for 
 of CGUs. The Marketing, Professional and Financial segments have therefore been reduced to their 
respective recoverable amount through recognition of an impairment loss against goodwill of £20.9m, 
£4.2m and £14.1m  respectively.
For the remaining segment, Consumer, the value-in-use calculations comfortably exceed the carrying 
values in the sensitivity scenarios. 
Following the impairments recorded, a 0.5% increase in WACC would result in further impairment of 
£1.9m, £0.6m, and £2.5m in Marketing, Professional and Financial respectively. No impairment would 
occur in Consumer. A 5% decrease in the EBITDA assumption used in the model in years 1-5 would 
result in further impairment of £2.2m, £0.9m and £2.9m across Marketing, Professional and Financial 
respectively. No impairment would occur in Consumer.
    
Marketing Professional Financial Consumer Total
£m £m £m £m £m
At 30 June 2013 36.7 42.4 12.3 7.5 98.9
At 30 June 2012 (as restated)* 40.9 46.5 26.4 7.5 121.3 CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
86
NOTES TO THE FINANCIAL STATEMENTS
Brands and
Computer publishing Customer Websites Non-compete
software rights relationships and content arrangements Total
£m £m £m £m £m £m
Cost
At 1 July 2011 13.0 9.9 4.2 0.4 0.5 28.0
Additions - business combinations - 1.0 4.4 1.1 - 6.5
Additions - separately acquired 1.7 0.1 - - - 1.8
Additions - internally generated 0.3 - - - - 0.3
Disposals (0.2) (5.4) (2.6) - - (8.2)
At 30 June 2012 14.8 5.6 6.0 1.5 0.5 28.4
Additions - business combinations 0.3 - 5.6 3.2 - 9.1
Additions - separately acquired 3.5 - - - - 3.5
Additions - internally generated 0.6 - - - - 0.6
At 30 June 2013 19.2 5.6 11.6 4.7 0.5 41.6
Accumulated amortisation
At 1 July 2011 8.1 6.0 3.2 0.4 0.5 18.2
Amortisation charge for the year 2.1 0.2 0.5 0.1 - 2.9
Accelerated amortisation (note 3)  0.1 - - - - 0.1
Disposals (0.2) (5.4) (2.6) - - (8.2)
At 30 June 2012 10.1 0.8 1.1 0.5 0.5 13.0
Accelerated amortisation (note 3) 0.2 - - - - 0.2
Amortisation charge for the year 2.3 0.3 1.2 0.8 - 4.6
At 30 June 2013 12.6 1.1 2.3 1.3 0.5 17.8
Net Book value at 30 June 2013 6.6 4.5 9.3 3.4 - 23.8
Net Book value at 30 June 2012 4.7 4.8 4.9 1.0 - 15.4
Net Book value at 1 July 2011 4.9 3.9 1.0 - - 9.8
OTHER TANGIBLE ASSETS
9
Computer software capitalised in 2013 and 2012 principally relates to the development of software 
used in websites and digital products, and also to the development of new products in various 
segments.
The additions to customer relationships and websites and content in 2013 relate to the acquisition of 
Econsultancy (see note 25).  
The Company has no intangible assets (2012: £nil). CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
87
Leasehold Fixtures Computer

£m £m £m £m
Cost
At 1 July 2011 3.5 3.0 1.8 8.3
Additions 0.1 0.1 0.2 0.4
Additions - business combinations - - 0.1 0.1
At 30 June 2012 3.6 3.1 2.1 8.8
Additions - 0.1 0.2 0.3
Disposals - (0.1) (0.5) (0.6)
At 30 June 2013 3.6 3.1 1.8 8.5
Accumulated depreciation
At 1 July 2011 2.4 1.9 1.5 5.8
Depreciation charge for the year 0.3 0.3 0.1 0.7
At 30 June 2012 2.7 2.2 1.6 6.5
Depreciation charge for the year 0.2 0.2 0.2 0.6
Eliminated on disposal - (0.1) (0.5) (0.6)
At 30 June 2013 2.9 2.3 1.3 6.5
Net Book value at 30 June 2013 0.7 0.8 0.5 2.0
Net Book value at 30 June 2012 0.9 0.9 0.5 2.3
Net Book value at 1 July 2011 1.1 1.1 0.3 2.5
PROPERTY, PLANT AND EQUIPMENT 
10

£0.8m), accumulated depreciation of £0.4m (2012: £0.3m) and net book value of £0.4m (2012: £0.5m).
The Company has no property, plant and equipment (2012: £nil). CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
88
NOTES TO THE FINANCIAL STATEMENTS
     £m
Cost
At 1 July 2011, 2012 and 30 June 2013 146.2
Accumulated impairment
At 1 July 2011 and 2012 -
Charge for the year 12.2
  
At 30 June 2013 12.2
Net book value at 30 June 2013 134.0
Net book value at 30 June 2011 and 2012 146.2
INVESTMENTS
11
The following table shows the principal trading subsidiary undertakings of the Company as at 30 June 
 at 30 October 2013 which will be available at Companies House.

the Company at 30 June each year.
The proportion held by the Group of the share capital of Perfect Information increased in FY13 from 
97.40% to 98.11% following the purchase of an additional 0.71% from a minority shareholder (note 8). 
The non-controlling interest has not been recognised by the Group in relation to Perfect Information 


Proportion
of ordinary
shares
held and
Name voting Principal activities Country of  
% incorporation
Centaur Communications Limited 
1
100.00 Holding company and agency services United Kingdom
Centaur Consumer Exhibitions Limited 100.00 Exhibitions United Kingdom
Chiron Communications Limited 100.00 Digital and print publishing United Kingdom
Ascent Publishing Limited 100.00 Digital and print publishing United Kingdom
Perfect Information Limited 98.11 Financial information services United Kingdom
Pro-Talk Limited 100.00 Digital publishing United Kingdom
Taxbriefs Holdings Limited 100.00 Holding company United Kingdom
Taxbriefs Limited 100.00 Digital and print publishing United Kingdom
The Forum for Expatriate Management Limited 100.00 Events and information United Kingdom
The Forum for Expatriate Management Inc 100.00 Events and information United States
Investment Platforms Limited 100.00 Research data and analysis United Kingdom
Venture Business Research Limited 100.00 Research data and analysis United Kingdom

E-consultancy.com Limited 100.00 Digital information, training and events United Kingdom
1
 Directly owned by Centaur Media plc CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
89
INVENTORIES
TRADE AND OTHER RECEIVABLES
12
13
  
2013 2012
Group Group 
£m £m
Work in progress 2.0 1.1
The company had no inventory at 30 June 2013 (2012: £nil).
2013 2012 2013 2012
Group Group Company Company
£m £m £m £m
Amounts falling due within one year
Trade receivables   11.2 9.5 - -
Less: provision for impairment of receivables (0.2) (0.2) - -
Trade receivables - net   11.0 9.3 - -
Receivables from subsidiaries - - 9.2 2.8
Other receivables   1.7 1.4 0.3 0.3
Prepayments and accrued income 3.4 2.8 - -
16.1 13.5 9.5 3.1
The ageing of trade receivables at 30 June, according to their original due date, is detailed below:
2013 2013 2012 2012
Gross Provision Gross Provision
£m £m £m £m
Relating to future revenues 2.3 - 2.6 -
Current 7.2 - 4.1 -
31-60 days 0.7 - 1.6 -
61-90 days 0.5 - 0.6 -
Over 90 days   0.5 (0.2) 0.6 (0.2)
11.2 (0.2) 9.5 (0.2)
The amount relating to future revenues forms part of deferred income in note 17. CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
90
NOTES TO THE FINANCIAL STATEMENTS
TRADE AND OTHER RECEIVABLES (continued)
CASH AND CASH EQUIVALENTS
13
14
The movement in the provision for impairment of receivables is detailed below:
  2013 2012 
  Group Group
  £m £m
At 1 July 0.2 0.4
Utilised   (0.2) (0.3)
Additional provision charged to the statement of comprehensive income 0.2 0.1
At 30 June 0.2 0.2
2013 2012 2013 2012
  Group GroupCompanyCompany
£m £m £m £m
Cash at bank and in hand 3.3 5.3 0.1 -

generally 30 days from the date of invoice or, in the case of event-related revenue, 30 days before 
the event.  All credit and recovery risk associated with trade receivables has been provided for in the 

accounting policies.  Impairment losses are taken through administrative expenses in the Statement of 
comprehensive income.     
The directors consider the carrying value of trade and other receivables approximates to their fair value. CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
91
BORROWINGS
15
2013 2012 2013 2012
Group Group Company Company
£m £m £m £m
Current liabilities
Finance lease payables   0.2 0.2 - -
Arrangement fee in respect of revolving credit facility   (0.2) (0.2) (0.2) (0.2)
- - (0.2) (0.2)
Non-current liabilities
Finance lease payables  0.1 0.3 - -
Arrangement fee in respect of revolving credit facility   (0.2) (0.3) (0.2) (0.3)
Revolving credit facility   22.8 12.5 22.8 12.5
22.7 12.5 22.6 12.2

Finance lease payables
Lease payables are secured as the rights to the leased assets revert to the lessor in the event of default.
2013 2012
£m £m

No later than 1 year   0.2 0.3
Later than 1 year and no later than 5 years 0.1 0.3
0.3 0.6
 - (0.1)
 0.3 0.5

2013 2012
£m £m
No later than 1 year   0.2 0.2
Later than 1 year and no later than 5 years 0.1 0.3
 0.3 0.5
 CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
NOTES TO THE FINANCIAL STATEMENTS
CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
92
TRADE AND OTHER PAYABLES
DEFERRED INCOME
CURRENT TAX LIABILITIES
16
17
18
2013 2012 2013 2012
  Group GroupCompanyCompany
£m £m £m £m
Trade payables  2.2 1.1 - -
Payables to subsidiaries   - - 0.4 0.3
Social security and other taxes 2.9 2.8 0.1 0.1
Other payables   0.8 0.1 - -
Accruals   5.7 6.0 0.3 0.1
11.6 10.0 0.8 0.5
  2013 2012
  £m £m
Deferred income 14.3 11.3
  2013 2012
  £m £m
Corporation tax 1.4 0.8

rate of 2.11% (2012: 2.11%).
The directors consider that the carrying amount of the trade payables approximates to their fair value. CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
93
PROVISIONS
19
  Deferred Onerous
consideration lease Total
  £m £m £m
At 1 July 2012   1.2 0.3 1.5
Utilised during the year   (0.2) (0.6) (0.8)
Charged to statement of comprehensive income during the year   4.3 0.6 4.9
Released during the year   (5.4) (0.1) (5.5)
Unwinding of discount   1.3 - 1.3
Arising on acquisitions (note 25) 11.6 - 11.6
At 30 June 2013 12.8 0.2 13.0
Current 3.0 0.1 3.1
Non-current   9.8 0.1 9.9
Total 12.8 0.2 13.0
Deferred Consideration
Deferred consideration relates to amounts payable for the acquisitions of FEM, IPL, VBR and 
Econsultancy.
The amount of deferred contingent consideration payable with respect to the acquisition of FEM 

advanced during the year. The balance is payable during FY14.  The amount of deferred contingent 
 IPL in FY14 (the performance period), subject to a maximum earn out payment of £4.2m.  The amount 
of deferred contingent consideration payable with respect to the acquisition of VBR is dependent on the 

£5.0m.  In all cases, the amount provided is dependent on continued employment of the former owners 
of the business and is treated as post-acquisition remuneration accruing over the period post-acquisition 

to be paid at the balance sheet date.
Amounts arising on acquisition relate to deferred consideration payable with respect to the acquisition 

12 months ended 31 December 2015 (the performance period), subject to a maximum of £38.0m. The 
forecast amount has been discounted to its present value. During the year the directors best estimate of 
the deferred consideration payable was revised downwards and the excess provision of £5.4m released 
to the statement of comprehensive income. 
Onerous Lease 
The onerous lease provision relates to premises that are no longer occupied following the transfer of 
staff to existing group premises. The leases are due to expire during the years ended 2014 and 2015.
CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
93 NOTES TO THE FINANCIAL STATEMENTS
94
DEFERRED INCOME TAX
20
Accelerated Other
capital temporary Tax
allowances differences losses Total
£m £m £m £m
Net asset/(liability) at 1 July 2011 0.5 (1.0) - (0.5)
Recognised in the statement of comprehensive income   - - 0.3 0.3
Net asset/(liability) at 1 July 2012 0.5 (1.0) 0.3 (0.2)
Acquisition of subsidiary (note 25) - (2.0) - (2.0)
Recognised in the statement of comprehensive income   0.5 - 0.2 0.7
Net asset/(liability) at 30 June 2013 1.0 (3.0) 0.5 (1.5)
Deferred tax assets and liabilities are only offset where there is a legally enforceable right of offset and 
there is an intention to settle the balances net.
At the balance sheet date, the Group has unused tax losses of £1.6m (2012: £1.6m) available for offset 

other temporary differences giving rise to deferred tax assets where it is considered probable based on 

  2013 2012 
  Group Group
  £m £m
Deferred tax asset   1.5 0.8
Deferred tax liabilities   (3.0) (1.0)
Total (1.5) (0.2)
CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013 CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
95
SHARE CAPITAL
21
Potential issue of ordinary shares
Certain senior executives hold options to subscribe for shares in the Company at prices ranging from
41.67p to 100.00p under the Share Option plan and the Rollover plan. No options were exercised under
these plans during 2013 or 2012. The majority of the 2004 options were cancelled during 2011 and
Retention plan options were issued - refer to note 22 for more details.
A Sharesave plan was launched during 2008 and options have been granted under this plan in

A Senior Executive Long-Term Incentive Plan (SELTIP) was launched in 2010 and restricted shares have
been awarded under this plan in 2013 and 2012 as detailed in note 22.
The number of shares subject to options, the periods in which they were granted and the periods in 
which they may be exercised are given below.
The Retention plan as referred to in note 22 will not result in the issue of any ordinary shares as this 
plan is not approved by shareholders. The awards will be settled from the shares held in the employee 
  2013 2012 
  Group Group
  and company and company
  £m £m
Authorised
200,000,000 (2012: 200,000,000) ordinary shares of 10p each   20.0 20.0
Issued and fully paid
At 30 June 2013: 150,207,960 (30 June 2012: 150,207,960) 15.0 15.0
  2013 2012
  Number of Number of
Exercise   potential potential
Price   issues of issues of
Year of grant Plan Pence Exercise period shares shares
30 June 2004 Rollover options 41.7 10 March 2005 to 9 March 2014 - 172,777
30 June 2004 Rollover options 57.9 10 March 2005 to 9 March 2014 - 26,743
30 June 2004 Share Option plan 100.0 10 March 2005 to 9 March 2014 587,333 805,010
30 June 2008 Sharesave plan 64.7 1 June 2013 to 1 December 2013 29,678 34,708
30 June 2009 Share Option plan 51.8 29 September 2012 to 29 October 2018 - 2,290,000
30 June 2009 Sharesave plan 20.9 1 July 2012 to 1 January 2013 - 1,383,147
30 June 2009 Sharesave plan 20.9 1 July 2014 to 1 January 2015 564,051 997,938
30 June 2010 Sharesave plan 41.2 1 July 2013 to 1 January 2014 83,618 138,189
30 June 2010 Sharesave plan 41.2 1 July 2015 to 1 January 2016 18,098 33,933
30 June 2012 SELTIP - 16 September 2014 to 15 September 2021 526,484 711,621
30 June 2013 SELTIP - 16 September 2014 to 15 September 2021 585,826 -
    2,395,088 6,594,066 CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
NOTES TO THE FINANCIAL STATEMENTS
96
SHARE BASED PAYMENTS
22
The Group operates a number of share based payment schemes.
Rollover plan 
Centaur Media plc Executive Directors and certain senior employees elected to rollover existing (“old”) 
Centaur Communications Limited share options into new “rollover” share options in Centaur Media plc. 
The options were exchanged for options each at various exercise prices in Centaur Media plc. Rollover 
option holders have been entitled to exercise the former Centaur Communications Limited options from 
10 March 2005 and are excluded from any performance conditions.
Share Option Plan
The Share Option Plan is made up of two parts. Part I is approved by the Inland Revenue under 

the plan has not been approved by the Inland Revenue.
The Committee had previously granted share options in 2004 under the Share option plan to members 

through growth in earnings. All these options can now be exercised as the corporate performance 
targets relating to them have been met. Details of these targets were set out in the 2008 Report. 
In October 2008 share options were granted to certain Directors and key members of management. The 
options granted were exercisable upon the achievement of certain adjusted EPS targets in respect of the 

 8.7p - 10% vesting  
 8.9p - 20% vesting
 9.2p - 30% vesting
 9.4p - 50% vesting
 9.7p - 75% vesting
 10.0p - 100% vesting
 These targets were not met so the share options granted in October 2008 did not vest.
 There is a limit on the grant of options under the Share Option Schemes. Options may not be granted if 
the numbers of ordinary shares over which they are granted (together with any ordinary shares which 
are subject to options granted pursuant to the Rollover Plan) exceed 5 per cent of the ordinary shares in 
issue immediately prior to the date of grant of the options.
 Retention Plan

Committee and Board of Directors adopted the rules of the “The Centaur Media plc 2010 Retention Plan” 
(the “Plan”).  The main impact of the adoption of the Plan was the cancellation, with the agreement 
of option holders, of outstanding vested share options granted on 9 March 2004 and 29 September 
2004 under the Centaur Media plc Share Option Plan and their replacement with a lower number of 
forfeitable nil-priced options (“Retention Awards”), granted on the basis of 1 Retention forfeitable 
nil-cost option for every 3 existing vested options surrendered. The Retention Awards will vest 50% 
on the second anniversary of the date of grant and the balance on the third anniversary. There are no 
performance conditions other than continuing employment.
 On 30 December 2011, a further 170,000 nil cost options were granted under the Retention Plan to 
Mark Kerswell, a Directors of Centaur Media plc.  The awards vested 50% on 30 June 2013 and 50% on 

appointment as Group Finance Director on 11 October 2011.  The arrangement was established 

Mike Lally.  There are no performance conditions other than continuing employment.
 CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
97


Senior Executive Long-Term Incentive Plan (“SELTIP”)
The Centaur Media Plc 2010 Senior Executive Long-Term Incentive Plan (the “SELTIP”) was introduced 
 Awards of bonus units were made in 2011, 2012 and 2013 as summarised in the following table: 




Share Incentive Plan
The Share Incentive Plan is open to all employees who have been employed by the Group for more than 
12 months. Employees may invest up to £1,500 per annum (or 10% of their salary if less) in shares in the 

years. The company matches the contribution with a ratio of 1 share for every 2 purchased.  Other than 
continuing employment, there are no other performance conditions attached to the plan.  
The Executive Directors are eligible to participate in the Share Incentive Plan, as are all employees of 
the Group.  The Share Incentive Plan is an HMRC approved plan.
ShareSave Plan

employee plan and is open to all employees who have been employed by the Group for more than 12 
months.  Employees may invest up to £3,000 per annum for a period of either 3 or 5 years, after which 
they may exercise SAYE options within 6 months of the anniversary date of the contract commencement 
date.  Options were granted in 2008, 2009 and 2010. Other than continuing employment, there are no 
other performance conditions attached to the plan.
The Executive Directors are eligible to participate in the ShareSave Plan, as are all employees of the 
Group. 


        in total**
2011 £4.0m £6.5m £2.5m 20% £0.4m £0.4m 711,621
2012 £6.5m £8.0m £1.5m 30% £0.4m £0.3m 788,696
2013 £8.0m £8.6m £0.6m 30% £0.1m £0.1m *** CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
NOTES TO THE FINANCIAL STATEMENTS
98
SHARE BASED PAYMENTS (continued)
22
2013 2012
Contractual Contractual
Exercise price remaining life remaining life
Plan Pence Number years Number years
Rollover plan 41.67 - 0.7 172,777 1.7
Rollover plan 57.87 - 0.7 26,743 1.7
Share option plan 100.00 587,333 0.7 805,010 1.7
Share option plan 51.75 - 5.3 2,290,000 6.3
Retention plan - 281,565 1.0 398,321 2.0
Retention plan - 170,000 1.5 170,000 2.5
SELTIP 2011 - 526,484 8.2 711,621 9.2
SELTIP 2012 - 585,826 8.2 - -
  
2,151,208 4.6 4,574,472 5.1
    
2013  2012
Weighted average Weighted average
exercise price exercise price
Number Pence Number Pence
Outstanding at 1 July 4,574,472 45.42 5,015,929 86.81
Exercised during the year (86,755) - (189,738) -
Granted during the year 788,696 - 1,101,471 -
Cancelled in the year - - (219,850) -
Forfeited during the year (3,125,205) (47.68) (1,133,340) (52.82)
Outstanding at 30 June 2,151,208 27.30 4,574,472 45.42
Exercisable at 30 June 587,333 100.00 1,004,530 88.85
    
2013 2012
Contractual Contractual
remaining life remaining life
Plan Number years Number years
2008 5 year plan 29,678 0.42 34,708 1.42
2009 3 year plan - - 1,383,147 0.51
2009 5 year plan 564,051 1.51 997,938 2.51
2010 3 year plan 83,618 0.51 138,189 1.51
2010 5 year plan 18,098 2.50 33,933 3.50
695,445 1.66 2,587,915 1.66
At 30 June 2013, the following options were outstanding over the shares of Centaur Media plc in the 
above plans (excluding the ShareSave Plan):
The movements in the year for the above plans over the shares of Centaur Media plc can be analysed as follows:
The weighted average share price at the date of exercise was 44.1p (2012: 39.6p)
ShareSave Plan
The following ShareSave Plan awards were outstanding at 30 June 2013: CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
99
2013 2013 2012 2012
Weighted average Weighted average
exercise price exercise price
Number Pence Number Pence
Outstanding at 1 July 2,587,915 22.86 3,346,202 23.17
Exercised during the year (1,646,216) (21.06) (331,124) (20.92)
Forfeited during the year (246,254) (26.67) (427,163) (26.82)
Outstanding at 30 June 695,445 25.76 2,587,915 22.86
Exercisable at 30 June - - - -
  
Estimated
fair value Share   Expected Risk free
at grant price at Exercise Expected dividend interest
Date of Valuation date grant date price volatility growth rate
Plan grant model used Pence Pence Pence % % %
Share option plan 9.3.04 Stochastic 24.50 100.00 100.00 22.1% 1.50% 4.60%
Share option plan 29.9.04 Stochastic 21.40 88.50 88.50 22.1% 1.70% 4.80%
Share option plan 29.10.08 Stochastic 7.81 53.00 51.75 34.4% 8.12% 4.20%
2008 Sharesave (5 yr plan) 24.4.08 Stochastic 16.81 72.00 64.70 29.6% 5.14% 4.56%
2009 Sharesave (3 yr plan) 30.4.09 Stochastic 13.61 37.30 20.92 54.2% 9.40% 2.03%
2009 Sharesave (5 yr plan) 30.4.09 Stochastic 10.85 37.30 20.92 45.2% 9.40% 2.65%
2010 Sharesave (3 yr plan) 23.4.10 Stochastic 20.77 50.50 41.24 57.7% 3.17% 2.02%
2010 Sharesave (5 yr plan) 23.4.10 Stochastic 20.66 50.50 41.24 48.1% 3.17% 2.88%
Retention Plan (2 yr) 15.12.10 Black-Scholes 66.68 70.00 - 58.1% 2.43% 1.15%
Retention Plan (3 yr) 15.12.10 Black-Scholes 65.08 70.00 - 59.4% 2.43% 1.62%
SELTIP 15.09.11 Black-Scholes 23.76 33.88 - 54.0% 5.26% 0.57%
Retention Plan 30.12.11 Black-Scholes 27.65 30.56 - 52.0% 6.04% 0.49%
The movements in the year for the Sharesave plan over the shares of Centaur Media plc can be analysed as follows:
For the Share Option plan 2004, the expected volatility is based on historical volatility over a 20 month 
period from the date of listing to November 2005.  For the Share Option plan 2008, the expected 
volatility is based on historical volatility over a 54 month period from the date of listing until October 
2008. For the Sharesave plan and the Retention Plan, expected volatility is based on historical volatility 
for a period commensurate with the expected terms of the options to the grant date. 
The risk-free rate of return is the yield on UK Gilts consistent with the option life. 
For the SELTIP, as grants of restricted shares have been made during the year, fair values with respect to 


 with respect to the 2013 tranche of awards under this scheme, the fair valuation has been estimated 
based on the latest available information.  The resulting share-based payment expense is being 
recognised from the start of the performance period (1 July 2012) to the end of the vesting period.
The total charge for 2013 relating to employee share based payment plans was £0.3m (2012: £0.3m), all 
of which related to equity-settled share based payment transactions.
The weighted average share price at the date of exercise was 36.5p (2012: 36.5p). CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
100
NOTES TO THE FINANCIAL STATEMENTS
DIVIDENDS
23

approval at the Annual General Meeting, will be paid on 6 December 2013.
  
Equity dividends
2013 2012
£m £m
Final dividend paid for 2012: 1.5p per 10p ordinary share 2.1 -
Final dividend paid for 2011: 1.3p per 10p ordinary share - 1.8
Interim dividend paid for 2013: 0.825p per 10p ordinary share 1.2 -
Interim dividend paid for 2012: 0.75p per 10p ordinary share - 1.1
3.3 2.9 CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
101
NOTES TO THE CASH FLOW STATEMENT
24
2013 2012 2013 2012
Group Group Company Company
£m £m £m £m
 (38.4) 1.3 (13.8) (1.6)
Adjustments for:
Tax 1.0 1.4 - -
Depreciation 0.6 0.7 - -
Amortisation of intangibles 4.6 2.9 - -
Accelerated amortisation of software (included within
exceptional costs)   0.2 0.1 - -
Impairment of goodwill (included within in exceptionals) 39.2 - 12.2 -
IFRS 3 (‘R) earn-out (included within exceptional costs) 4.3 1.1 - -
Earnout Provision release
(included within exceptional costs) (5.4) - - -
Interest expense   1.2 0.6 - 0.3
IAS 39 discounting unwind 1.3 - - -
Share option charge   0.3 0.3 0.1 0.1
 - (0.3) - -
Changes in working capital
(excluding effects of acquisitions and disposals of subsidiaries)
(Increase)/decrease in inventories (0.9) 0.2 - -
(Increase)/decrease in trade and other receivables (0.8) 2.9 (6.0) (1.3)
Increase/(decrease) in trade and other payables 0.4 (3.6) 0.2 (2.6)
Increase in deferred income 1.8 0.5 - -
(Decrease)/increase in provisions (0.1) 0.2 - -
Cash generated from/(used in) operating activities   9.3 8.3 (7.3) (5.1)
Analysis of changes in net debt
At 1 July At 30 June

Group Note £m £m
Cash and cash equivalents 14 5.3 (2.0) 3.3
Borrowings 15 (12.5) (10.3) (22.8)
Net debt (7.2) (12.3) (19.5)
At 1 July At 30 June

Company Note £m £m
Borrowings 15 (12.5) (10.3) (22.8)
 CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
102
NOTES TO THE FINANCIAL STATEMENTS
ACQUISITIONS
25
  
Subsidiaries acquired
Proportion of
Date of voting equity
acquisition interest acquired
Year-ended 30 June 2013
E-consultancy.com Limited 11.07.2012 100%
Year-ended 30 June 2012
Investment Platform Limited (IPL) 19.08.2011 100%
Venture Business Research Limited (VBR) 08.12.2011 100%

  
  2013
  £m

Cash and cash equivalents 0.5
Trade and other receivables 2.0
Trade and other payables (2.8)
Deferred tax liability   (2.0)

Goodwill 16.7
Total consideration   23.5

Cash consideration   11.9
Contingent consideration 11.6
Total consideration transferred 23.5

Cash consideration   11.9
Less: cash and cash equivalents acquired (0.5)
11.4
On 11 July 2012, the Group acquired the entire issued share capital of E-consultancy.com Limited 
(“Econsultancy”) a business which provides information, training and events to digital marketing 
 Initial cash consideration of £11.9m was paid on completion of the acquisition, net of a working capital 

for the year ending December 2015, subject to a maximum total consideration (including the initial cash 
consideration) of £50.0m.  Initial forecasts indicated that the deferred consideration payment would be 
approximately £18.0m which, after discounting, was initially recognised at a fair value of £11.6m. As a 
result of post-acquisition trading, this was downgraded to an expected deferred consideration payment 
of £10.5m, discounted to £7.6m. The change in provision has been recognised in the Statement of 
Comprehensive Income in accordance with IFRS 3 (R).      



a corresponding increase to goodwill. CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
103
Acquisition-related costs amounting to £0.7m have been excluded from the consideration and 
recognised as an expense in the current year as an exceptional cost within the net operating expenses 
line item on the consolidated statement of comprehensive income.    


The goodwill arising on the acquisition has been allocated to the Marketing segment, as that segment is 


acquisition and the balance sheet date.      
The business combination was effective from 11 July 2012, therefore the Group revenue of £72.0m and 
EBITDA of £12.9m would not be materially different had the combination taken place at 1 July 2012.  
During the year-ended 30 June 2012 the Group acquired the entire issued share capital of Investment 


then ended. CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
104
NOTES TO THE FINANCIAL STATEMENTS
FINANCIAL INSTRUMENTS
26
  
Subsidiaries acquired  2013 2012
£m £m
Financial assets
Cash and bank balances   3.3 5.3
Loans and receivables  12.7 10.7
16.0 16.0
Financial liabilities
Amortised cost   31.8 20.2
  
2013 2012
£m £m
Expiring later than one year and less than 5 years
Loan Facility   14.1 27.5



Currency risk

generated in the United Kingdom and consequently foreign exchange risk is limited.  The results of the 
Group are not currently sensitive to movements in currency rates. 
Interest rate risk



did not enter into any hedging transactions during the year (2012: none) and, as at 30 June 2013, the only 


risk section of this note.
Credit risk
Credit risk is managed on a group basis. Credit risk arises from cash and cash equivalents, deposits with 




consider the maximum credit risk to which the Group is exposed is the sum of cash and cash equivalents 
per note 14 and the receivables balance per note 13. The Group does not consider it is subject to any 

Liquidity risk

Throughout the year-ended 30 June 2013, and for the foreseeable future, the Group is expected to be in a 
net borrowings position. The Group manages liquidity risk by maintaining adequate reserves and working 
 undrawn facilities the Group has at its disposal to further reduce liquidity risk is shown below. The total 
facility available reduces by £2.5m each year until it reaches £30.0m during the year to 30 June 2016.  CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
105
Less than
Book value Fair value 1 year 2-5 years
£m £m £m £m
At 30 June 2013
Financial liabilities
Variable interest rate instruments 22.8 22.8 - 22.8
Fixed interest rate instruments 0.3 0.3 0.2 0.1
23.1 23.1 0.2 22.9
At 30 June 2012
Financial liabilities
Variable interest rate instruments 12.5 12.5 - 12.5
Fixed interest rate instruments 0.5 0.5 0.2 0.3
13.0 13.0 0.2 12.8

short maturity or where they bear interest at rates approximate to the market.    
All trade and other payables are due in one year or less, or on demand.       
Capital risk 
The Group manages its capital to ensure that entities in the Group will be able to continue as a going 
concern while maximising return to stakeholders as well as sustaining the future development of the 
business.  
The capital structure of the Group consists of net debt, which includes borrowings (note 15) and cash and 
cash equivalents (note 14), and equity attributable to owners of the parent, comprising issued share capital 
(note 21), other reserves and retained earnings.



maximum drawdown of £40.0m, £30.0m of which can be utilised for funding acquisition activity and 
£10.0m of which can be utilised for working capital purposes.  Interest is calculated on LIBOR plus a 
margin dependent on the level of outstanding drawdowns, which is re-measured quarterly in line with 
covenant testing.  

covenants were achieved.
 CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
106
NOTES TO THE FINANCIAL STATEMENTS
27
28
  
Commitments under non-cancellable operating leases payable 2013 2012
£m £m
Within 1 year   2.7 2.4
Later than one year and less than 5 years 3.6 4.9
After 5 years   1.0 0.9
7.3 8.2
Commitments receivable under non-cancellable subleases
Within 1 year   0.6 0.6
Later than one year and less than 5 years - 0.6
After 5 years   - -
0.6 1.2
OPERATING LEASE COMMITMENTS - MINIMUM LEASE PAYMENTS
PENSION SCHEMES
The Group contributes to individual and collective money purchase pension schemes in respect of 
Directors and employees once they have completed the requisite period of service.  The charge for the 

Included within other payables is an amount of £0.1m (2012: £0.1m) payable in respect of the money 
purchase pension schemes. CENTAUR MEDIA PLC | ANNUAL REPORT & ACCOUNTS 2013
107
29
  
2013 2012
£m £m
Recharge of administrative expenses 0.1 0.1
Interest payable   0.3 0.3
0.4 0.4
RELATED PARTY TRANSACTIONS
Group
Key management compensation is disclosed in note 5.
As at 30 June 2013, the Group was owed a total of £45,000 by GP Simidian, a director of Perfect Information 
Limited, (2012: £62,000 owed by GP Simidian and MJP McLaren) arising from unpaid share subscriptions 
relating to their minority shareholding in that company.
There were no other material related party transactions.
Company
During the year, administrative expenses and interest were recharged from subsidiary companies as follows:
 Audit Exemption
For the year-ended 30 June 2013 the Company has provided a guarantee pursuant to sections 479A-C of the 
Companies Act 2006 over the liabilities of the following subsidiaries and as such they are exempt from the 

Company Outstanding
Name Number liabilities
Centaur Communications Limited 01595235 15.8
Centaur Consumer Exhibitions Limited 07276298 2.3
Chiron Communications Limited 01081808 3.1
Ascent Publishing Limited 02561341 1.3
Pro-Talk Limited 03939119 -
Taxbriefs Holdings Limited 03572069 -
Taxbriefs Limited 01247331 0.4
Investment Platforms Limited 06439194 0.7
Venture Business Research Limited 05663936 0.2


Your Business Magazine Limited 01707331 4.1
Moorgate Nominees Limited 00233730 -
Synergy Software Solutions Limited 02652312 -
Synergy Real Time Systems Limited 02652315 -

Synsoft Group Limited 02652471 -
Synergy Software Limited 02095108 -
Centaur Publishing Limited 02752562 -
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