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Registered number: 04432080









BRIGHTTALK LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 DECEMBER 2022

 
BRIGHTTALK LIMITED
 
 
COMPANY INFORMATION


Directors
B F Boswell 
M R Cotoia 
D T Noreck 




Company secretary
C Rennick



Registered number
04432080



Registered office
10 Exchange Square Primrose Street

9th Floor (West)

London

EC2A 2BR




Independent auditors
Nortons Assurance Limited
Chartered Accountants and Statutory Auditor

Second Floor

NOW Building

Thames Valley Park

Reading

Berkshire

RG6 1RB





 
BRIGHTTALK LIMITED
 

CONTENTS



Page
Strategic Report
1 - 3
Directors' Report
4 - 6
Independent Auditors' Report
7 - 10
Statement of Comprehensive Income
11
Balance Sheet
12
Statement of Changes in Equity
13
Notes to the Financial Statements
14 - 32


 
BRIGHTTALK LIMITED
 
 
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2022

Introduction
 
The directors present the strategic report and the audited financial accounts of BrightTALK Limited (“the Company”) for the year ended 31 December 2022.

Business review
 
The principal activity of the Company is digital content publishing and providing a web driven platform that leverages webinars, videos and online events to help B2B marketers inspire and acquire their target audience.
We aim to present a balanced and comprehensive review of the development and performance of the business during the 12 months ended and its position as of December 31, 2022.   Our review is consistent with the size and nature of the business and is written in context of the risks and uncertainties we face.
     2022   2021  
     (12 mos) (13 mos)
Turnover    £14,081 £17,675  
Turnover (Reduction) Growth 20%  36%  
Operating Profit   £6,061 £1,545  
Turnover decreased by 20% from 2021, to £14,081,000 (13 months ended December 31, 2021: £17,675,000) due to decrease in webinars, videos and online events.   This decrease is due partially to one less month in the comparable period, but primarily due to less webinar and online event activity due to the technology market downturn in the 4th quarter of 2022 and the decreased use of webinar and online events in 2022 as the COVID pandemic subsided.    Operating profit  increased to £6,061,000 (13 months ended December 31, 2021: £1,545,000) as the prior thirteen month period expenses included sell-side acquisition related consulting, legal and advisor expenses that were non-recurring in nature.
.

Page 1

 
BRIGHTTALK LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022

Principal risks and uncertainties
 
The financial risks faced by the company include credit risk, liquidity, cash flow and foreign currency exchange rates.  A key role of the company’s finance function is to ensure that adequate liquidity is available to meet the company’s funding requirements as they arise and the financial risk arising from the underlying operations is effectively identified and managed.
Credit Risk
The company’s principal financial assets are cash and trade receivables.  The company’s credit risk is primarily attributable to it’s trade receivables.  The amounts presented in the Balance Sheet are net of allowances for doubtful receivables.  An allowance for impairment is made where there is an identified loss event, which is based on management’s estimate using current information and historical experience.
Liquidity Risk and Cash Flow Risk
The company has been generating positive cash flow and is fully supported by its parent company TechTarget Inc in the United States.  Risks facing TechTarget Inc, a public company, are discussed in their annual report.
Foreign Exchange Risk
The Companies trading activities exposes it to multiple currencies.  Exchange rates are subject to fluctuations and fluctuation in rates can result in significant foreign exchange loss or gain which has a direct impact on the cash flow of the Company.  
Our People
The company is committed to being a responsible business and building a diverse and inclusive environment where all employees feel they belong.  For our business to succeed we need to manage our employees performance while ensuring we share common values that inform and guide our behavior.  The company has a formal code of business conduct and ethics policy which applies to all employees.  Additional policies include data security, anti-corruption and anti-harassment to ensure appropriate processes are in place.
Community and Environment
As a service organization, the company is not a signific=-09nt user of natural resources, has a small physical footprint and does not create a large volume of emissions or waste.  We strive to minimize our environmental impact and energy use where possible

Financial key performance indicators
 
Turnover and Earnings before interest and Operating profit are our key performance indicators and give an overall indication of the financial performance of the group.
Group revenue decreased 20% during the twelve months ended 31 December 2022.   The decrease was primarily due to customers utilizing our online event and webinar services less due to the return of in person events and a downturn in the technology market that effected our customers budgets and ability to spend for these services in the second half of 2022.
The Group’s operating profit was £6,061,000 for the twelve months ended December 31, 2022 (13 months ended December 31, 2021: £1,545,000).    As noted above this increase was driven by non-recurring change of control related expenses recorded in the prior year.

 


Page 2

 
BRIGHTTALK LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022


This report was approved by the board and signed on its behalf.



................................................
D T Noreck
Director

Date: 14 March 2024

Page 3

 
BRIGHTTALK LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2022

The directors present their report and the financial statements for the period ended 31 December 2022.

Directors' responsibilities statement

The directors are responsible for preparing the Strategic Report, the Directors' 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 elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 Company and of the profit or loss of the Company for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Company's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

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 to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The profit for the period, after taxation, amounted to £5,977 thousand (2021 - £2,276 thousand).

The directors do not recommend the payment of a dividend (2021: £Nil).

Directors

The directors who served during the period were:

B F Boswell 
M R Cotoia 
D T Noreck 

Qualifying third party indemnity provisions

The Company maintained a directors' and officers' liability insurance policy throughout the financial year and up to the date of signing the financial statements.

Page 4

 
BRIGHTTALK LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022

Going Concern

These financial statements have been prepared on a going concern basis, which assumes the Company will continue to be able to meet their liabilities as they fall due, within 12 months of the date of approval of these financial statements.
IThe parent company, TechTarget, Inc., will provide all financial support needed for a period of at least 12 months from the signing of the statutory accounts in order to allow BrightTALK Ltd to continue to operate.  
On the basis of the parent company support and their assessment of the Company's financial position, the directors have a reasonable expectation that the Company will be able to continue in operational existence for the foreseeable future. The directors therefore believe that it remains appropriate to prepare the financial statements on a going concern basis.

Matters covered in the Strategic Report

The Company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the strategic report information required by The Large and Medium-sized Companies and Groups (Accounts and Reports)  Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of risk and uncertainties and financial risk management objectives and policies.

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Post balance sheet events

On January 10, 2024, TechTarget Inc, parent company of TechTarget Ltd.  entered into an Agreement and Plan of Merger (the “Transaction Agreement”) with Informa Inc and certain of their subsidiaries. Pursuant to the Transaction Agreement, TechTarget Inc and Informa, among other things, agreed to combine our businesses with the business of Informa Intrepid Holdings Inc. (“Informa Tech”), a wholly owned subsidiary of Informa which will own and operate Informa’s digital businesses (Industry Dive, Omdia (including Canalys)), NetLine and certain of its digital media brands (e.g. Information Week, Light Reading, and AI Business), under a new publicly traded holding company (“New TechTarget”). Upon closing, among other things, Informa and its subsidiaries will collectively own 57% of the outstanding common stock of New TechTarget and TechTarget Inc.’s former stockholders will own 43% of the outstanding common stock of New TechTarget, in each case on a fully diluted basis. TechTarget Inc.’s former stockholders will also receive a pro rata share of an amount in cash equal to $350 million plus the amount of any EBITDA adjustment (as defined in the Transaction Agreement), which is estimated as of the date of the Transaction Agreement to be approximately $11.79 per share of common stock. The various transactions set forth in the Transaction Agreement (the “proposed transaction”) are expected to close in the second half of 2024, subject to satisfaction or waiver of certain customary conditions.
 
TechTarget Inc. will be required to pay Informa a termination fee between $30.0 and $40.0 million if the Transaction Agreement is terminated under certain specified circumstances, including termination by us in connection with our entry into an agreement with respect to a Toro Superior Proposal (as defined in the Transaction Agreement) prior to us receiving stockholder approval of the proposed transaction, or termination by Informa upon a Toro Change in Recommendation (as defined in the Transaction Agreement), in each case, if certain other conditions are met.

Page 5

 
BRIGHTTALK LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022

Auditors

The auditorsNortons Assurance Limitedwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 





................................................
D T Noreck
Director

Date: 14 March 2024

Page 6

 
BRIGHTTALK LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BRIGHTTALK LIMITED
 

Opinion


We have audited the financial statements of BrightTALK Limited (the 'Company') for the period ended 31 December 2022, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Company's affairs as at 31 December 2022 and of its profit for the period then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Page 7

 
BRIGHTTALK LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BRIGHTTALK LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the Strategic Report and the Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.


Page 8

 
BRIGHTTALK LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BRIGHTTALK LIMITED (CONTINUED)


Auditors' responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
We obtained an understanding of the legal and regulatory frameworks that are applicable to the Company and determined that the most significant frameworks which are directly relevant to specific assertions in the financial statements are those that relate to the reporting framework including the Companies Act 2006 and the relevant tax compliance regulations in the UK.
We understood how the Company is complying with those frameworks by making enquiries of management and those responsible for legal and compliance procedures.
We assessed the susceptibility of the Company’s financial statements to material misstatement, including how fraud might occur by meeting with management from various parts of the business to understand where it considered there was a susceptibility to fraud. We considered the controls that the Company has established to address risks identified, or that otherwise prevent, deter and detect fraud; and how senior management monitors those programmes and controls. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures included testing manual journals and were designed to provide reasonable assurance that the financial statements were free from fraud and error. 
Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations identified in the paragraphs above. Our procedures involved journal entry testing, with a focus on journals indicating large or unusual transactions based on our understanding of the business, enquiries of Company management and focused testing. In addition, we completed procedures to conclude on the compliance of the disclosures in the Annual Report and Accounts with the requirements of the relevant accounting standards and UK legislation. 


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.


Page 9

 
BRIGHTTALK LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BRIGHTTALK LIMITED (CONTINUED)


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Anthony Campbell (Senior Statutory Auditor)
  
for and on behalf of
Nortons Assurance Limited
 
Chartered Accountants and Statutory Auditor
  
Second Floor
NOW Building
Thames Valley Park
Reading
Berkshire
RG6 1RB

14 March 2024
Page 10

 
BRIGHTTALK LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2022

Year ended
31 December
13 months ended
31 December
2022
2021
Note
£000
£000

  

Turnover
 4 
14,081
17,675

Cost of sales
  
(3,687)
(3,743)

Gross profit
  
10,394
13,932

Administrative expenses
  
(8,535)
(16,162)

Other operating income
 5 
4,202
3,775

Operating profit
 6 
6,061
1,545

Interest receivable and similar income
 10 
503
492

Profit before tax
  
6,564
2,037

Tax on profit
 11 
(587)
239

Profit for the financial period
  
5,977
2,276

There were no recognised gains and losses for 2022 or 2021 other than those included in the statement of comprehensive income.

There was no other comprehensive income for 2022 (2021:£NIL).

The notes on pages 14 to 32 form part of these financial statements.

Page 11

 
BRIGHTTALK LIMITED
REGISTERED NUMBER: 04432080

BALANCE SHEET
AS AT 31 DECEMBER 2022

2022
2021
Note
£000
£000

Fixed assets
  

Intangible assets
 12 
2,072
1,385

Tangible assets
 13 
103
105

Investments
 14 
27
27

  
2,202
1,517

Current assets
  

Debtors: amounts falling due within one year
 15 
19,368
16,103

Cash at bank and in hand
 16 
10,522
10,535

  
29,890
26,638

Creditors: amounts falling due within one year
 17 
(6,964)
(9,004)

Net current assets
  
 
 
22,926
 
 
17,634

Total assets less current liabilities
  
25,128
19,151

  

Net assets
  
25,128
19,151


Capital and reserves
  

Called up share capital 
 19 
143
143

Share premium account
 20 
2,017
2,017

Other reserves
 20 
30,628
30,628

Profit and loss account
 20 
(7,660)
(13,637)

  
25,128
19,151


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




................................................
D T Noreck
Director

Date: 14 March 2024

The notes on pages 14 to 32 form part of these financial statements.

Page 12

 
BRIGHTTALK LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2022


Called up share capital
Share premium account
Other reserves
Profit and loss account
Total equity

£000
£000
£000
£000
£000


At 1 December 2020
72
1,151
(8,610)
(7,303)
(14,690)


Comprehensive income for the period

Profit for the period
-
-
-
2,276
2,276
Total comprehensive income for the period
-
-
-
2,276
2,276


Contributions by and distributions to owners

Shares issued during the period
9
866
-
-
875

Transfer to/from profit and loss account
-
-
8,610
(8,610)
-

Reclassification of Preference Shares from Debt to Equity
62
-
-
-
62

Capital contribution
-
-
30,628
-
30,628


Total transactions with owners
71
866
39,238
(8,610)
31,565



At 1 January 2022
143
2,017
30,628
(13,637)
19,151


Comprehensive income for the period

Profit for the period
-
-
-
5,977
5,977
Total comprehensive income for the period
-
-
-
5,977
5,977


At 31 December 2022
143
2,017
30,628
(7,660)
25,128


The notes on pages 14 to 32 form part of these financial statements.

Page 13

 
BRIGHTTALK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022

1.


General information

BrightTALK Limited (the “Company”) together with its subsidiaries (the “Group”) principal activities are providing a platform to host content for business to business marketers as well as providing prospective lead data to these marketers.
The Company is a private company, limited by shares and is incorporated and domiciled in the United Kingdom. The address of its registered office is set out on page 1.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d).

This information is included in the consolidated financial statements of TechTarget Inc as at 31 December 2022 and these financial statements may be obtained from 275 Grove Street, Newton, MA 02466 USA.

 
2.3

Exemption from preparing consolidated financial statements

The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of a state other than the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 401 of the Companies Act 2006.

Page 14

 
BRIGHTTALK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.4

Going concern

These financial statements have been prepared on a going concern basis, which assumes the Company will continue to be able to meet their liabilities as they fall due, within 12 months of the date of approval of these financial statements.
The parent company, TechTarget Inc, will provide all financial support needed for a period of at least 12 months from the signing of the statutory accounts in order to allow BrightTALK Ltd to continue to operate.  
On the basis of the parent company support and their assessment of the Company's financial position, the directors have a reasonable expectation that the Company will be able to continue in operational existence for the foreseeable future. The directors therefore believe that it remains appropriate to prepare the financial statements on a going concern basis.

 
2.5

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

Page 15

 
BRIGHTTALK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.6

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

 
2.7

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.8

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.

Page 16

 
BRIGHTTALK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.9

Current and deferred taxation

The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

 
2.10

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 
2.11

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Page 17

 
BRIGHTTALK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022

2.Accounting policies (continued)


2.11
Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Fixtures and fittings
-
2 - 7 years

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.12

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Statement of Comprehensive Income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

Investments in listed company shares are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in profit or loss for the period.

 
2.13

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.14

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

 
2.15

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Page 18

 
BRIGHTTALK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022

2.Accounting policies (continued)

 
2.16

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

 
2.17

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Company's Balance Sheet when the Company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the
Page 19

 
BRIGHTTALK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022

2.Accounting policies (continued)


2.17
Financial instruments (continued)

impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Page 20

 
BRIGHTTALK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Critical accounting estimates and assumptions
The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.
Useful economic lives of tangible assets
The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are reassessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets.
Impairment of debtors
The Company makes an estimate of the recoverable value of trade and other debtors. When assessing impairment of trade and other debtors, management considers factors including the current credit rating of the debtor, the ageing profile of debtors and historical experience.


4.


Turnover

The whole of the turnover is attributable to providing a platform to host content for business to business marketers as well as providing prospective lead data to these marketers. 

Analysis of turnover by country of destination:

Year ended
31 December
13 months ended
31 December
2022
2021
£000
£000

United Kingdom
14,081
17,675

14,081
17,675


Page 21

 
BRIGHTTALK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022

5.


Other operating income

Year ended
31 December
13 months ended
31 December
2022
2021
£000
£000

Royalty receivable
4,202
3,775

4,202
3,775



6.


Operating profit

The operating profit is stated after charging:

Year ended
31 December
13 months ended
31 December
2022
2021
£000
£000

Exchange differences
24
(570)

Page 22

 
BRIGHTTALK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022

7.


Auditors' remuneration

During the period, the Company obtained the following services from the Company's auditors:


Year ended
31 December
13 months ended
31 December
2022
2021
£000
£000

Fees payable to the Company's auditors for the audit of the Company's financial statements
13
15

The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.


8.


Employees

Staff costs were as follows:


Year ended
31 December
13 months ended
31 December
2022
2021
£000
£000

Wages and salaries
5,900
14,994

Social security costs
1,111
1,060

Cost of defined contribution scheme
412
444

7,423
16,498


The average monthly number of employees, including the directors, during the period was as follows:


      Year ended
     31 December
   13 months ended
      31 December
        2022
        2021
            No.
            No.







Technical and product development staff
50
46



Operations staff
52
57



Management staff
2
2

104
105

Page 23

 
BRIGHTTALK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022

9.


Directors' remuneration



The highest paid director received remuneration of £NIL (2021 - £NIL).

The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £NIL (2021 - £NIL).

During the period NIL directors received shares under the long-term incentive schemes (2021 -4)


10.


Interest receivable

Year ended
31 December
13 months ended
31 December
2022
2021
£000
£000


Other interest receivable
503
492

503
492


11.


Taxation


Year ended
31 December
13 months ended
31 December
2022
2021
£000
£000

Corporation tax


Current tax on profits for the year
587
(194)


587
(194)


Total current tax
587
(194)

Deferred tax


Origination and reversal of timing differences
-
(45)

Total deferred tax
-
(45)


Taxation on profit/(loss) on ordinary activities
587
(239)
Page 24

 
BRIGHTTALK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
 
11.Taxation (continued)


Factors affecting tax charge for the period

The tax assessed for the period is the same as (2021 - the same as) the standard rate of corporation tax in the UK of 19% (2021 - 19%) as set out below:

Year ended
31 December
13 months ended
31 December
2022
2021
£000
£000


Profit on ordinary activities before tax
6,564
2,037


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2021 - 19%)
1,247
387

Effects of:


Expenses not deductible for tax purposes
86
573

-
-

Tax deduction arising from employee options
(707)
(1,623)

Deferred tax not provided for
-
663

R&D tax credits
(39)
(239)

Total tax charge for the period
587
(239)


Factors that may affect future tax charges

The results for the period ended 31 December 2022 and 31 December 2021 are taxed at 19% and 19% respectively.
Following the 2021 Budget announcement, the rate of corporation tax will be increased from 19% to 25%
from 1 April 2023. Accordingly, profits earned in future periods will be taxed at 25% rather than 19% and
any deferred tax assets or liabilities will be revalued reflecting the latest enacted rate.
There is no expiration date on timing differences.

Page 25

 
BRIGHTTALK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022

12.


Intangible assets




Computer software

£000



Cost


At 1 January 2022
1,649


Additions
1,479



At 31 December 2022

3,128



Amortisation


At 1 January 2022
264


Charge for the period on owned assets
793



At 31 December 2022

1,057



Net book value



At 31 December 2022
2,071



At 31 December 2021
1,385



Page 26

 
BRIGHTTALK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022

13.


Tangible fixed assets





Fixtures and fittings

£000



Cost or valuation


At 1 January 2022
690


Additions
69


Disposals
(42)



At 31 December 2022

717



Depreciation


At 1 January 2022
585


Charge for the period on owned assets
68


Disposals
(39)



At 31 December 2022

614



Net book value



At 31 December 2022
103



At 31 December 2021
105

Page 27

 
BRIGHTTALK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022

14.


Fixed asset investments





Investments in subsidiary companies

£000



Cost or valuation


At 1 January 2022
27



At 31 December 2022
27





Subsidiary undertaking


The following was a subsidiary undertaking of the Company:

Name

Registered office

Class of shares

Holding

BrightTALK Inc.
703 Market Street, Floor 15, San Francisco, CA 94103, USA
Ordinary
100%

The aggregate of the share capital and reserves as at 31 December 2022 and the profit or loss for the period ended on that date for the subsidiary undertaking was as follows:

Name


Page 28

 
BRIGHTTALK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022

15.


Debtors

2022
2021
£000
£000


Trade debtors
2,207
2,406

Amounts owed by group undertakings
16,884
13,356

Other debtors
-
31

Prepayments and accrued income
156
189

Tax recoverable
76
76

Deferred taxation
45
45

19,368
16,103


Amounts owed by group undertakings are unsecured, bear interest at a rate of 3.25% p.a. and are repayable on demand.
Trade debtors are stated after provisions for impairment of £31,000 (2021: £14,000).


16.


Cash and cash equivalents

2022
2021
£000
£000

Cash at bank and in hand
10,522
10,535

10,522
10,535



17.


Creditors: Amounts falling due within one year

2022
2021
£000
£000

Trade creditors
207
207

Amounts owed to group undertakings
-
16

Corporation tax
626
-

Other taxation and social security
1,205
970

Other creditors
68
117

Accruals and deferred income
4,858
7,694

6,964
9,004


Amounts owed to group undertakings are unsecured, bear interest at a rate of 3.25% p.a. and are repayable on demand.

Page 29

 
BRIGHTTALK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022

18.


Deferred taxation




2022
2021


£000

£000






At beginning of year
45
-


Charged to profit or loss
-
45



At end of year
45
45

The deferred tax asset is made up as follows:

2022
2021
£000
£000


Accelerated capital allowances
-
(336)

Tax losses carried forward
-
336

Restricted R&D Credits
45
45

45
45


19.


Share capital

2022
2021
£000
£000
Allotted, called up and fully paid



14,909,369 Ordinary shares  of £0.005 each
74
74
1,334,206 Deferred shares of £0.005 each
7
7
9,255,242 Series A preferred shares of £0.005 each
46
46
3,085,917  Series A-1 preferred  shares of £0.005 each
16
16

143

143


Page 30

 
BRIGHTTALK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022

20.


Reserves

Share premium account

The share premium account represents the consideration received on the issue of shares in the Company in excess of the nominal value of those shares, net of share issue costs, bonus issues of shares and any subsequent capital reductions.

Other reserves

Other reserves consists of the share option reserve and other reserves relating to the conversion of ordinary shares to preference shares.

Profit and loss account

The profit and loss account represents the accumulated losses and distributions of the Company.


21.


Share-based payments

The restricted stock units granted in the year are part of the TechTarget Inc benefit plan 

Weighted average exercise price (pence)
2022
Number
2022
Weighted average exercise price
(pence)
2021
Number
2021

Outstanding at the beginning of the year

44.06

41,400

0.5
 
4,342,023
 
Granted during the year

44.06

7,500

0.5
 
12,000
 
Forfeited during the year

44.06

(15,000)

 
-
 
Exercised during the year

44.06

(19,400)

0.5
 
(4,203,237)
 
Cancelled during the year


-

0.5
 
(150,786)
 
Outstanding at the end of the year
44.06

14,500

-
 
-
 





22.


Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company  in an independently administered fund. The pension cost charge represents contributions payable by the Company  to the fund and amounted to £412,000 (2021: £444,000).
There were no contributions payable to the fund at 2022 or 2021.

Page 31

 
BRIGHTTALK LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022

23.


Post balance sheet events

On January 10, 2024, TechTarget Inc, parent company of TechTarget Ltd.  entered into an Agreement and Plan of Merger (the “Transaction Agreement”) with Informa Inc and certain of their subsidiaries. Pursuant to the Transaction Agreement, TechTarget Inc and Informa, among other things, agreed to combine our businesses with the business of Informa Intrepid Holdings Inc. (“Informa Tech”), a wholly owned subsidiary of Informa which will own and operate Informa’s digital businesses (Industry Dive, Omdia (including Canalys)), NetLine and certain of its digital media brands (e.g. Information Week, Light Reading, and AI Business), under a new publicly traded holding company (“New TechTarget”). Upon closing, among other things, Informa and its subsidiaries will collectively own 57% of the outstanding common stock of New TechTarget and TechTarget Inc.’s former stockholders will own 43% of the outstanding common stock of New TechTarget, in each case on a fully diluted basis. TechTarget Inc.’s former stockholders will also receive a pro rata share of an amount in cash equal to $350 million plus the amount of any EBITDA adjustment (as defined in the Transaction Agreement), which is estimated as of the date of the Transaction Agreement to be approximately $11.79 per share of common stock. The various transactions set forth in the Transaction Agreement (the “proposed transaction”) are expected to close in the second half of 2024, subject to satisfaction or waiver of certain customary conditions.
 
TechTarget Inc. will be required to pay Informa a termination fee between $30.0 and $40.0 million if the Transaction Agreement is terminated under certain specified circumstances, including termination by us in connection with our entry into an agreement with respect to a Toro Superior Proposal (as defined in the Transaction Agreement) prior to us receiving stockholder approval of the proposed transaction, or termination by Informa upon a Toro Change in Recommendation (as defined in the Transaction Agreement), in each case, if certain other conditions are met.


24.


Controlling party

TechTarget, Inc. (incorporated in the United States of America) is the immediate parent company of the company by virtue of the majority shareholding in the company. TechTarget, Inc. is also the ultimate controlling party.
TechTarget, Inc. is the undertaking of the largest and smallest groups to consolidate these financial statements. The registered office of BrightTalk Inc is 275 Grove Street, Newton, MA 02466.

Page 32