30 March 2015

Centaur Media Plc

(the "Company")

ANNUAL REPORT 2014 AND ASSOCIATED DOCUMENTS

London, UK - 30 March 2015 - Centaur Media plc (the "Company") (LSE: CAU), the multi-platform content group, announces that its Annual General Meeting will be held on Tuesday 13 May 2015 at 11.30am at Wells Point, 79 Wells Street, London, W1T 3QN.

 In compliance with Listing Rule 9.6.1R, the following documents have today been submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM 

·      Annual Report 2014

·      Notice of 2015 Annual General Meeting

·      Form of Proxy for 2015 Annual General Meeting

The Annual Report 2014 and Notice of 2015 Annual General Meeting are also available in the Investors section of the Centaur Media plc website at http://www.centaur.co.uk/

A condensed set of the financial statements for the period ended 31 December 2014 together with information on important events that occurred during that financial year and their impact on the financial statements were contained in the Preliminary Results announcement made on 11 March 2015.  That information, together with the information set out in the appendices to this announcement, which is extracted from the Annual Report, constitute the material required by Disclosure & Transparency Rule 6.3.5 which is required to be communicated to the media in full unedited text through a Regulatory Information Service.  This announcement is not a substitute for reading the Annual Report and Accounts for the period ended 31 December 2014.

Enquiries:

Grainne Brankin

Company Secretary

020 7971 4506

Note to editors

Centaur Media is an award winning UK-based multi-platform content group that inspires and enables people to excel at what they do, setting the standard for market insight, interaction and impact.

Leading brands include: Econsultancy, Marketing Week, Festival of Marketing, Creative Review, Celebrity Intelligence, Fashion Monitor, Money Marketing, Platforum, The Lawyer, VBR, Employee Benefits, The Engineer, Subcon, Homebuilding & Renovating, Business Travel Show and The Meetings Show.

Appendices

Appendix A: Directors Responsibility Statement

The Directors are responsible for preparing the Annual Report, the Directors' Remuneration Report and the Financial Statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have prepared the group and parent company financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and the company and of the profit or loss of the group for that period. In preparing these financial statements, the Directors are required to:

·      Select suitable accounting policies and then apply them consistently;

·      Make judgments and accounting estimates that are reasonable and prudent;

·      State whether applicable IFRSs as adopted by the European Union have been followed, subject to any material departures disclosed and explained in the financial statements; and

·      Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements and the Directors' Remuneration Report comply with the Companies Act 2006 and, as regards the group financial statements, Article 4 of the IAS Regulation. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

The Directors consider that the Annual Report and Accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess a company's performance, business model and strategy.

Each of the Directors, whose names and functions are listed in the Board of Directors summary on page 44 of the Annual Report and Accounts, confirms that, to the best of their knowledge:

·      The group financial statements, which have been prepared in accordance with IFRSs as adopted by the EU, give a true and fair view of the assets, liabilities, financial position and profit of the group; and

·      The Operational Review and Financial Review, contained in the Strategic Report and the Directors' Report contained in the Governance Report, 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

The Directors confirm that, so far as the Directors are aware, there is no relevant audit information of which the company's auditors are unaware, and the Directors have taken all the steps that they ought to have taken as Directors in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information.

This confirmation is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006.

By order of the Board

Grainne Brankin

Company Secretary

10 March 2015 

Appendix B: Related party transactions

Group

Key management compensation is disclosed in note 5 of the Annual Report and Accounts 2014.

As at 31 December 2014, the Group was owed £nil (2013: £45,000) by GP Simidian, a director of Perfect Information Limited, arising from unpaid share subscriptions relating to his minority shareholding in that company.

There were no other material related party transactions.

Company

During the period, administrative expenses and interest were recharged from subsidiary companies as follows:

Borrowings of £4.7m were repaid (Year to 30 June 2013: £10.3m received) by subsidiaries on behalf the Company.

The balances outstanding with subsidiary companies are disclosed in notes 13 and 16 of the parent company financial statements set out in the Annual Report and Accounts for 2014.

Appendix C: Our principal risks and uncertainties

The principal risks and uncertainties facing the group and the mitigating actions taken in relation to those risks include the following:

Trends in print advertising and direct sales of print products mean that revenues from these sources continue to shrink and are not replaced like-for-like with online or digital products. The non-print media sector has high levels of competition from a wider group and low barriers to entry. This leads to different pressures on audience and customer retention as well as pricing.

The strategy of identifying the type of content our audiences want and how they want to consume the content means that we are not simply putting print products online to try to replace diminishing print revenues for traditional brands. We launched more than 20 new products in 2014 and re-launched some of our traditional publications with the specific aim of meeting current and future demand from audience and advertisers. Our recently appointed Commercial Director has experience in new areas of the market, consistent with our policy to hire people with these experiences and skills.

High levels of attrition amongst staff and loss of key staff lead to recruitment and training costs, loss of productivity, potential loss of clients and potential inability to deliver projects.

All employees of the group have regular performance reviews at which personal and career development opportunities are discussed. All employees have access to training, share schemes and other benefits as well as incentive schemes. The group has conducted a staff engagement and satisfaction survey in 2014 and will repeat the survey in 2015 to ensure progress in this area is made and measured. Addressing levels of attrition is a KPI for managers' performance targets in 2015. During 2014, we have undertaken a full job evaluation exercise and benchmarked remuneration against the external media market place to inform managers on setting appropriate remuneration across the group to ensure we remain competitive within the market.

It is a focus of Portfolio Directors to ensure that client relationships are maintained as a team rather than by an individual, where possible. In addition, most senior employees enter into certain restrictive covenants upon starting employment with the group.

Delays or inefficiencies in implementation of our IT infrastructure and system upgrades leads to issues with management of client relationships, exposes us to risk of systems failure and impedes our ability to use data to which we should have access to drive sales and assess performance.

The group is engaged in several significant IT system upgrades due to be completed during 2015. The efficient and timely implementation of a new CRM and finance system, as well as cleansing and upgrading our databases, are key to delivery of the group's results. We have engaged a new IT Director and are investing in new roles in these areas. We have robust contracts with the consultants who are supporting implementation and are using internal teams to resource implementation where possible to reduce the risk of relying on third parties.

Fraudulent or accidental breach of our security, insufficient security or ineffective operation of IT and data management systems leads to loss of confidential information, breach of data protection requirements, damage to our reputation or direct financial impact.

The central group IT support function monitors and assists IT systems, including data management. Appropriate IT security is undertaken for all key processes to keep the IT environment safe. Websites are hosted by specialist third-party providers who provide warranties relating to security standards. External access to data is protected and staff are instructed to minimise access to data and the sending of data lists, which are password protected or encrypted where appropriate. The group has a disaster recovery plan which includes its IT systems and there is regular back-up of data, which is stored off-site. A review of internal processes for accessing bank accounts remotely was undertaken during 2014.

The group runs events that gather large numbers of people in single venues and locations, often in large cities in the UK and elsewhere. This results in operational health and safety risks including fire safety, food hygiene, crowd control, security and failure of equipment. As the group operates events in locations hired from third parties including hotels as well as venue operators it is generally not in control of safety policies for the locations and depends upon the third party venue operator to have adequate safety policies, processes and equipment in place and to comply with Health and Safety regulations. If a serious physical incident occurred at an event, physical injury, death and other significant damage could occur.

Events are the responsibility of a specific team within the group who have experience and training in health and safety risks and responses. The group's own employees are always in attendance at our events. Wherever possible we ensure that contracts provide for liability to remain with venue operators who are best placed to manage the risks and we maintain insurance to cover our public liability.

The group's products could be vulnerable to replication by competitors in the UK or other markets.

The group has invested in creating an expert hub, entirely focused on digital product development. The business is led by experienced digital product experts and adequately resourced in terms of product expertise and personnel. The product pipeline is planned up to 12 months ahead, and progress against this schedule is reviewed fortnightly to take into account changes in customer requirements and business priorities.

Changes to regulations and legal requirements restrict or burden the group's activities.

Legal and regulatory matters are dealt with by our legally qualified Company Secretary appointed in 2014 or outsourced to our panel of respected legal firms. Our Company Secretary, supported by our lawyers and internal experts in employment and health and safety matters, is tasked with updating and advising the Board on changes to law and regulation that may affect the group's interests.