REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) or 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Title of each class |
Trading Symbol(s) |
Name of exchange on which registered | ||
(each representing one RELX PLC ordinary share) |
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(the “RELX PLC ordinary shares” |
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* | Listed, not for trading, but only in connection with the listing of the applicable Registrant’s American Depositary Shares issued in respect thereof. |
Number of outstanding shares | ||||
Ordinary shares of 14 51/116p each |
Accelerated filer ☐ | Non-accelerated filer ☐ | |||
Emerging growth company |
Auditor Firm Id : 0 |
Auditor Name : |
Auditor Location : |
Page |
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1 | ||||||
2 |
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3 | ||||||
ITEM 1: |
N/A | |||||
ITEM 2: |
N/A | |||||
ITEM 3: |
3 | |||||
3 | ||||||
ITEM 4: |
INFORMATION ON THE GROUP | 6 | ||||
6 | ||||||
7 | ||||||
7 | ||||||
8 | ||||||
8 | ||||||
8 | ||||||
ITEM 4A: |
N/A | |||||
ITEM 5: |
10 | |||||
10 | ||||||
17 | ||||||
18 | ||||||
19 | ||||||
ITEM 6: |
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES | 20 | ||||
20 | ||||||
20 | ||||||
20 | ||||||
22 | ||||||
26 | ||||||
26 | ||||||
ITEM 7: |
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS | 27 | ||||
27 | ||||||
27 | ||||||
ITEM 8: |
FINANCIAL INFORMATION | 28 | ||||
ITEM 9: |
THE OFFER AND LISTING | 29 | ||||
29 | ||||||
ITEM 10: |
ADDITIONAL INFORMATION | 30 | ||||
30 | ||||||
34 | ||||||
34 | ||||||
36 | ||||||
ITEM 11: |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 37 | ||||
ITEM 12: |
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES | 39 | ||||
40 | ||||||
ITEM 13: |
DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES | N/A | ||||
ITEM 14: |
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS | N/A | ||||
ITEM 15: |
CONTROLS AND PROCEDURES | 40 | ||||
ITEM 16A: |
AUDIT COMMITTEE FINANCIAL EXPERT | 42 |
Page |
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ITEM 16B: |
CODES OF ETHICS | 42 | ||||
ITEM 16C: |
PRINCIPAL ACCOUNTANT FEES AND SERVICES | 43 | ||||
ITEM 16D: |
EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES | N/A | ||||
ITEM 16E: |
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS | 43 | ||||
ITEM 16F: |
CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT | N/A | ||||
ITEM 16G: |
CORPORATE GOVERNANCE | 44 | ||||
ITEM 16H: |
MINE SAFETY DISCLOSURE | N/A | ||||
F-1 | ||||||
ITEM 17: |
FINANCIAL STATEMENTS* | F-1 | ||||
ITEM 18: |
FINANCIAL STATEMENTS | F-1 | ||||
F-2 | ||||||
S-1 | ||||||
ITEM 19: |
S-3 |
* | The registrant has responded to Item 18 in lieu of responding to this Item. |
● |
our financial condition; |
● |
our results of operations; |
● |
our competitive positions; |
● |
the features and functions of and markets for the products and services we offer; and |
● |
our business plans and strategies. |
● |
impact of the Covid-19 pandemic; |
● |
current and future economic, political and market forces; |
● |
changes in law and legal interpretation affecting our intellectual property rights and internet communications; |
● |
regulatory and other changes regarding the collection or use of third-party content and data; |
● |
changes to the levels or models of government funding for, or spending by academic institutions; |
● |
competitive factors in the industries in which we operate and demand for our products and services; |
● |
our inability to realise the future anticipated benefits of acquisitions; |
● |
significant failure or interruption of our systems; |
● |
changes in economic cycles, communicable disease epidemics or pandemics, severe weather events, natural disasters and terrorism; |
● |
compromises of our cyber security systems or other unauthorised access to our databases; |
● |
failure of third parties to whom we have outsourced business activities; |
● |
our inability to retain high-quality employees and management; |
● |
changes in the market values of defined benefit pension scheme assets and in the market related assumptions used to value scheme liabilities; |
● |
changes in tax laws and uncertainty in their application; |
● |
exchange rate fluctuations; |
● |
adverse market conditions or downgrades to the credit ratings of our debt; |
● |
breaches of generally accepted ethical business standards or applicable laws; |
● |
failure to comply with settlement orders by the US Federal Trade Commission (“FTC”); and |
● |
other risks referenced from time to time in the filings of RELX PLC with the US Securities and Exchange Commission (the “SEC”), including the risks described in “Item 3: Key Information — Risk Factors”. |
● |
Risk provides customers with information-based analytics and decision tools that combine public and industry-specific content with advanced technology and algorithms to assist them in evaluating and predicting risk and enhancing operational efficiency. |
● |
Scientific, Technical & Medical provides information and analytics that help institutions and professionals progress science, advance healthcare and improve performance. |
● |
Legal provides legal, regulatory and business information and analytics that help customers increase their productivity, improve decision-making and achieve better outcomes. |
● |
Exhibitions combines industry expertise with data and digital tools to help customers connect digitally and face-to-face, |
Revenue Year ended December 31, |
||||||||||||||||||||||||||||||||
2021 |
2020 |
2019 |
2018 |
|||||||||||||||||||||||||||||
(in millions, except percentages) |
||||||||||||||||||||||||||||||||
Risk |
£ |
2,474 |
34 |
% |
£ | 2,417 | 34 | % | £ | 2,316 | 29 | % | £ | 2,117 | 28 | % | ||||||||||||||||
Scientific, Technical & Medical |
2,649 |
37 |
2,692 | 38 | 2,637 | 34 | 2,538 | 34 | ||||||||||||||||||||||||
Legal |
1,587 |
22 |
1,639 | 23 | 1,652 | 21 | 1,618 | 22 | ||||||||||||||||||||||||
Exhibitions |
534 |
7 |
362 | 5 | 1,269 | 16 | 1,219 | 16 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Total |
£ |
7,244 |
100 |
% |
£ | 7,110 | 100 | % | £ | 7,874 | 100 | % | £ | 7,492 | 100 | % | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Location |
Principal use(s) |
Floor space (square feet) |
||||
Owned properties |
||||||
Alpharetta, Georgia |
Office and data centre | 406,000 | ||||
Oxford, England |
Office | 105,000 | ||||
Leased properties |
||||||
Miamisburg, Ohio |
Office and data centre | 267,480 | ||||
Sutton, England |
Office | 191,960 | ||||
Amsterdam, Netherlands |
Office | 180,021 | ||||
Raleigh, North Carolina |
Office | 120,000 | ||||
Horsham, Pennslyvania |
Office | 120,000 | ||||
New York, New York |
Office | 116,541 |
● |
our Scientific, Technical & Medical business provided subscriptions to online products and print publications to a number of universities, hospitals and other entities, including those listed below; |
● |
our Risk business provided online subscription services and pricing reports to a number of oil, petrochemical and other companies, including those listed below; and |
● |
our Exhibitions business provided exhibitions-related services to IRIB Media Trade. |
2021 |
2020 |
|||||||||||||||
(in millions, except percentages) |
||||||||||||||||
Subscriptions |
£ |
4,214 |
58 |
% |
£ | 4,279 | 60 | % | ||||||||
Transactional |
3,030 |
42 |
2,831 | 40 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
£ |
7,244 |
100 |
% |
£ | 7,110 | 100 | % | ||||||||
|
|
|
|
|
|
|
|
2021 |
2020 |
|||||||||||||||
(in millions, except percentages) |
||||||||||||||||
Electronic |
£ |
6,230 |
86 |
% |
£ | 6,179 | 87 | % | ||||||||
Face-to-face |
500 |
7 |
345 | 5 | ||||||||||||
Print |
514 |
7 |
586 | 8 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
£ |
7,244 |
100 |
% |
£ | 7,110 | 100 | % | ||||||||
|
|
|
|
|
|
|
|
2021 |
2020 |
|||||||||||||||
(in millions, except percentages) |
||||||||||||||||
North America |
£ |
4,321 |
60 |
% |
£ | 4,307 | 61 | % | ||||||||
Europe |
1,472 |
20 |
1,369 | 19 | ||||||||||||
Rest of world |
1,451 |
20 |
1,434 | 20 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
£ |
7,244 |
100 |
% |
£ | 7,110 | 100 | % | ||||||||
|
|
|
|
|
|
|
|
Revenue for the year ended December 31 |
||||||||||||||||
2021 |
2020 |
% change |
||||||||||||||
|
|
actual rates |
constant rates (1) |
|||||||||||||
(in millions, except percentages) |
||||||||||||||||
Risk |
£ |
2,474 |
£ | 2,417 | +2 | % | +9 | % | ||||||||
Scientific, Technical & Medical |
2,649 |
2,692 | (2 | )% | +4 | % | ||||||||||
Legal |
1,587 |
1,639 | (3 | )% | +2 | % | ||||||||||
Exhibitions |
534 |
362 | +48 | % | +55 | % | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
£ |
7,244 |
£ | 7,110 | +2 | % | +8 | % | ||||||||
|
|
|
|
|
|
|
|
Reported operating profit for the year ended December 31 |
||||||||||||
2021 |
2020 |
% change |
||||||||||
|
|
actual rates |
||||||||||
(in millions, except percentages) |
||||||||||||
Reported operating profit |
£ | 1,884 | £ | 1,525 | +24 | % | ||||||
|
|
|
|
|
|
Adjusted operating profit for the year ended December 31 |
||||||||||||||||
2021 |
2020 |
% change |
||||||||||||||
|
|
actual rates |
constant rates (1) |
|||||||||||||
(in millions, except percentages) |
||||||||||||||||
Risk |
£ |
915 |
£ |
894 |
+2 | % | +10 | % | ||||||||
Scientific, Technical & Medical |
1,001 |
1,021 |
(2 | )% | +3 | % | ||||||||||
Legal |
326 |
330 |
(1 | )% | +4 | % | ||||||||||
Exhibitions (2) |
10 |
(164 |
) |
nm | nm | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Subtotal |
£ |
2,252 |
£ |
2,081 |
||||||||||||
Unallocated items (3) |
(42 |
) |
(5 |
) |
||||||||||||
|
|
|
|
|||||||||||||
Total |
£ |
2,210 |
£ |
2,076 |
+6 | % | +13 | % | ||||||||
|
|
|
|
(1) | Represents percentage change in 2021 over 2020 using constant currency. These rates were used in the preparation of the 2020 consolidated financial statements. |
(2) | The change in adjusted operating profit growth for Exhibitions is not meaningful (nm) |
(3) | Includes a £35m one-off charge relating to reductions in our corporate real estate footprint. |
2021 |
2020 |
|||||||
(in millions) |
||||||||
Reported operating profit |
£ |
1,884 |
£ | 1,525 | ||||
Adjustments: |
||||||||
Amortisation of acquired intangible assets |
298 |
376 | ||||||
Acquisition-related items |
21 |
(12 | ) | |||||
Reclassification of tax in joint ventures |
7 | 5 | ||||||
Reclassification of finance income in joint ventures |
— | (1 | ) | |||||
Exceptional costs in Exhibitions (1) |
— | 183 | ||||||
|
|
|
|
|||||
Adjusted operating profit |
£ |
2,210 |
£ | 2,076 | ||||
|
|
|
|
(1) | In 2020 Exhibitions incurred exceptional costs of £183 million which consist of £61 million of costs relating to events that were cancelled, £82 million of restructuring costs (mainly relating to severance) and a £40 million impairment charge (£29 million related to internally developed intangible assets and £11 million related to property). The related tax credit amounted to £45 million. These costs were incurred primarily in the UK, the US, France and Germany. |
Revenue |
||||||||
£m |
% change |
|||||||
Year to December 31, 2019 |
7,874 | +5 | % | |||||
Underlying revenue growth (1) |
(670 | ) | -9 | % | ||||
Exhibition cycling |
(130 | ) | -2 | % | ||||
Acquisitions |
80 | +1 | % | |||||
Disposals |
(73 | ) | 0 | % | ||||
Currency effects |
29 | 0 | % | |||||
|
|
|
|
|||||
Year to December 31, 2020 |
7,110 | -10 | % | |||||
|
|
|
|
|||||
Underlying revenue growth (1) |
481 | +7 | % | |||||
Exhibition cycling |
48 | +1 | % | |||||
Acquisitions |
47 | +1 | % | |||||
Disposals |
(28 | ) | -1 | % | ||||
Currency effects |
(414 | ) | -6 | % | ||||
|
|
|
|
|||||
Year to December 31, 2021 |
7,244 | +2 | % | |||||
|
|
|
|
(1) | Represents the year-on-year |
Adjusted operating profit |
||||||||
£m |
% change |
|||||||
Year to December 31, 2019 |
2,491 | +6 | % | |||||
|
|
|
|
|||||
Underlying adjusted operating profit growth (1) |
(433 | ) | -18 | % | ||||
Acquisitions |
4 | 0 | % | |||||
Disposals |
(26 | ) | 0 | % | ||||
Currency effects |
40 | +1 | % | |||||
|
|
|
|
|||||
Year to December 31, 2020 |
2,076 | -17 | % | |||||
|
|
|
|
|||||
Underlying adjusted operating profit growth (1) |
269 | +13 | % | |||||
Acquisitions |
11 | +1 | % | |||||
Disposals |
(8 | ) | -1 | % | ||||
Currency effects |
(138 | ) | -7 | % | ||||
|
|
|
|
|||||
Year to December 31, 2021 |
2,210 | +6 | % | |||||
|
|
|
|
(1) | Represents the year-on-year |
2021 £m |
2020 £m |
Underlying growth |
Portfolio changes |
Currency effects |
Total growth |
|||||||||||||||||||
Revenue |
2,474 |
2,417 | +9 | % | 0 | % | -7 | % | +2 | % | ||||||||||||||
Adjusted operating profit |
915 |
894 | +10 | % | 0 | % | -8 | % | +2 | % |
2021 £m |
2020 £m |
Underlying growth |
Portfolio changes |
Currency effects |
Total growth |
|||||||||||||||||||
Revenue |
2,649 |
2,692 | +3 | % | +1 | % | -6 | % | -2 | % | ||||||||||||||
Adjusted operating profit |
1,001 |
1,021 | +3 | % | 0 | % | -5 | % | -2 | % |
2021 £m |
2020 £m |
Underlying growth |
Portfolio changes |
Currency effects |
Total growth |
|||||||||||||||||||
Revenue |
1,587 |
1,639 | +3 | % | -1 | % | -5 | % | -3 | % | ||||||||||||||
Adjusted operating profit |
326 |
330 | +5 | % | -1 | % | -5 | % | -1 | % |
2021 £m |
2020 £m |
Underlying growth |
Portfolio changes |
Currency effects |
Total growth |
|||||||||||||||||||
Revenue (1) |
534 |
362 | +44 | % | +11 | % | -7 | % | +48 | % | ||||||||||||||
Adjusted operating profit (loss) (2) |
10 |
(164 | ) | nm | nm | nm | nm |
(1) | Portfolio changes includes cycling effects of +12% |
(2) | The change in adjusted operating profit underlying growth, portfolio changes, currency effects and total growth are not meaningful (nm) |
As at December 31 |
2021 |
2020 |
||||||
£m |
£m |
|||||||
Cash & cash equivalents |
113 |
88 | ||||||
Debt |
(6,167 |
) |
(7,123 | ) | ||||
Related derivative financial instruments |
35 |
119 | ||||||
Net finance lease receivable |
2 |
18 | ||||||
|
|
|
|
|||||
Net debt |
(6,017 |
) |
(6,898 | ) | ||||
|
|
|
|
Total |
Less than 1 year |
1-3 years |
3-5 years |
After 5 years |
||||||||||||||||
(in millions) |
||||||||||||||||||||
Short-term debt (1)(2) |
£ | 240 | £ | 240 | — | — | — | |||||||||||||
Long-term debt (2) |
6,674 | 122 | 1,953 | 1,442 | 3,157 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total | £ | 6,914 | £ | 362 | £ | 1,953 | £ | 1,442 | £ | 3,157 | ||||||||||
|
|
|
|
|
|
|
|
|
|
(1) | Short-term debt primarily comprises term debt issues maturing within one year and commercial paper, and is supported by committed bank facilities aggregating $3.0 billion consisting of various tranches with maturities through to July 2024 and by the central management of cash and cash equivalents. At December 31, 2021 the committed bank facilities were undrawn. |
(2) | Short and long-term debt obligations comprise undiscounted principal and interest cash flows. Interest cash flows are calculated by reference to the contractual payment dates and the fixed interest rates (for fixed rate debt) or the relevant forecast interest rates (for floating rate debt). |
Short-term debt as at December 31, |
2021 (in millions) |
2021 Weighted average interest rate% |
2020 (in millions) |
2020 Weighted average interest rate% |
||||||||||||
Commercial paper |
£ | 33 | 0.2 | £ | 226 | 0.4 | ||||||||||
Short-term loans and overdrafts |
98 | 2.5 | 81 | 3.5 | ||||||||||||
Term debt |
32 | 8.9 | 448 | 0.3 | ||||||||||||
|
|
|
|
|||||||||||||
Total short-term debt |
£ | 163 | £ | 755 | ||||||||||||
|
|
|
|
Average short-term debt during the year ended December 31, |
2021 (in millions) |
2021 Weighted average interest rate% |
2020 (in millions) |
2020 Weighted average interest rate% |
||||||||||||
Commercial paper |
£ | 181 | 0.1 | £ | 629 | 0.2 | ||||||||||
Short-term loans and overdrafts |
63 | 3.9 | 65 | 5.3 | ||||||||||||
Term debt |
£ | 55 | 2.8 | £ | 697 | -0.2 |
Maximum month end short-term debt |
2021 (in millions) |
2020 (in millions) |
||||||
Commercial paper |
£ | 459 | £ | 1,696 | ||||
Short-term loans and overdrafts |
104 | 81 | ||||||
Term debt |
£ | 443 | £ | 955 |
Name (Age) |
Function | |
Erik Engstrom (58) |
Executive Director and Chief Executive Officer | |
June Felix (65) |
Non-Executive Director(1)(4) | |
Paul Walker (64) |
Non-Executive Chair(2)(3)(4) | |
Wolfhart Hauser (72) |
Non-Executive Director(2)(3)(4)(5) | |
Charlotte Hogg (51) |
Non-Executive Director(1)(4) | |
Marike van Lier Lels (62) |
Non-Executive Director(3)(4) | |
Nick Luff (54) |
Executive Director and Chief Financial Officer | |
Robert MacLeod (57) |
Non-Executive Director(2)(3)(4) | |
Linda Sanford (69) |
Non-Executive Director(2)(4) | |
Andrew Sukawaty (66) |
Non-Executive Director(1)(4) | |
Suzanne Wood (61) |
Non-Executive Director(1)(4) |
(1) | Member of the Audit Committee. |
(2) | Member of the Remuneration Committee. |
(3) | Member of the Nominations Committee. |
(4) | Member of the Corporate Governance Committee. |
(5) | Senior Independent Director, as defined by the UK Corporate Governance Code. |
(i) |
All-Employee Equity-Based Plans |
(a) |
UK SAYE Share Option Scheme (“SAYE Scheme”) |
(b) |
Netherlands Convertible Debenture Stock Arrangements |
(c) |
Dutch Share Purchase Plan (“DSPP”) |
(ii) |
Executive Equity-Based Plans |
(a) |
Long-term incentive plan (“LTIP”) |
Vesting percentage of each third of the TSR tranche(2) |
TSR ranking within the relevant TSR comparator group | |
0% | below median | |
25% | median | |
100% | upper quartile |
(1) | The calculation methodology for TSR, EPS and ROIC is set out in the 2013 Notices of Annual General Meeting, which can be found on our website, www.relx.com . The information on our website is not incorporated by reference into this Annual Report on Form 20-F. |
Each comparator group comprises up to 50 companies. The companies for the 2021-23 LTIP cycle were selected on the same basis as the comparator groups for prior cycles under this plan. |
(2) | Vesting is on a straight-line basis for performance between the minimum and maximum levels. |
Vesting percentage of EPS and ROIC tranches* |
Average growth in adjusted EPS over the three-year performance period |
ROIC in the third year of the performance period | ||
0% | below 5% p.a. | below 11.0% | ||
25% | 5% p.a. | 11.0% | ||
50% | 6% p.a. | 11.5% | ||
65% | 7% p.a. | 12.0% | ||
75% | 8% p.a. | 12.5% | ||
85% | 9% p.a. | 13.0% | ||
92.5% | 10% p.a. | 13.5% | ||
100% | 11% p.a. or above | 14.0% or above |
* | Vesting is on a straight-line basis for performance between the stated average adjusted EPS growth/ROIC percentages. |
(b) |
Executive Share Option Schemes (“ESOS”) |
(c) |
Retention Share Plan (“RSP”) and Restricted Share Plan (“RSP 2014”) |
Number of outstanding options |
Options over shares |
Option price range |
||||||||
UK SAYE Scheme |
2,231,569 | RELX PLC | £ | 10.320-13.928 |
||||||
Netherlands Convertible Debenture Stock Scheme |
663,274 | RELX PLC | € | 7.441-19.390 |
||||||
ESOS |
6,882,276 | RELX PLC | £ | 5.155-21.60 |
||||||
2,316,665 | RELX PLC | € | 5.871-19.165 |
Number of outstanding awards |
Awards over shares in |
|||||||
LTIP |
5,795,906 | RELX PLC | ||||||
RSP |
1,318,012 | RELX PLC |
Interest in RELX PLC shares |
||||
Erik Engstrom |
1,172,929 | * | ||
Nick Luff |
279,235 |
* | Comprises ordinary shares and ADRs. |
RELX PLC shares |
RELX PLC £ ordinary shares subject to options |
RELX PLC € ordinary shares subject to options |
RELX PLC conditional share awards |
|||||||||||||
Executive officers (other than Directors) |
551,110 | 47,693 | 49,387 | 322,856 |
— | Audit — currently comprising four independent Non-Executive Directors; |
— | Corporate Governance — currently comprising all Non-Executive Directors; |
— | Nominations — currently comprising four Non-Executive Directors including the Chair of the Board; and |
— | Remuneration — currently comprised of four Non-Executive Directors including the Chair of the Board, which is responsible for determining the remuneration policy (subject to shareholders approval) and monitoring and deciding its implementation for the Executive Directors and the Chair, and approving the remuneration for senior executives below Board level. |
Identity of Person or Group (2) |
Number of Shares |
% of Class |
||||||
BlackRock, Inc |
155,091,407 | 7.84 | ||||||
Invesco Limited |
52,329,893 | 4.99 |
(1) | Under the UK Disclosure and Transparency Rules, subject to certain limited exceptions, persons or groups with an interest of 3% or more in voting rights of the issued ordinary share capital are required to notify RELX PLC, and the UK Financial Conduct Authority of their interest. Shares held in treasury, which do not carry voting rights, are disclosed in “Item 10: Additional Information”. |
(2) | Under the UK Large and Medium-sized Companies and Groups (Financial Statements and Reports) Regulations 2008, RELX PLC is required to disclose information it is aware of regarding the identity of each person with a significant direct or indirect holding of securities in RELX PLC as at the financial year end. |
— | London Stock Exchange — ‘REL’ |
— | Euronext Amsterdam — ‘REN’ |
— | New York Stock Exchange — ‘RELX’ |
1. | Allot shares up to a limit of 1/3 of the issued share capital, a further 1/3 of the issued share capital may be allotted but only in connection with a fully pre-emptive rights issue; |
2. | Sub-divide all or part of the share capital into shares of a smaller nominal value than the existing shares; and |
3. | Consolidate and divide all or part of the share capital into shares of a larger nominal value than the existing shares. |
1. | Disapply shareholders pre-emption rights on new issue shares up to a limit of 5% of the issued share capital, and disapply pre-emption rights on new issue shares up to a further 5% of the issued share capital in connection with an acquisition or specified capital investment subject to certain conditions; |
2. | Buy back its own shares up to a limit of 10% of the issued share capital; and |
3. | Reduce its share capital. |
1. | is stamped or certified and lodged, at the registered office or other place that the Board decides, accompanied by the relevant share certificate and any other evidence that the Board may reasonably require to prove a legitimate right to transfer; |
2. | is in respect of only one class of shares; and |
3. | is in favour of not more than four transferees. |
1. | during the period of 12 years prior to the publication of any advertisement stating the intent to sell, at least three dividends have become payable on the shares which have remained uncashed; and |
2. | during the period of three months following the publication of any advertisement stating the intent to sell, RELX PLC has received no indication of the location, or existence of the member, or the person entitled to the shares by way of transmission. |
1. | Where on at least two consecutive occasions dividend cheques/warrants are left uncashed or returned undelivered; or |
2. | Where after one such occasion reasonable enquiries have failed to establish an updated address. |
1. | Divide among the members the whole or any part of the assets of RELX PLC. |
2. | Value any assets and determine how the division should be made between the members or different classes of members. |
3. | Place the whole or any part of the assets in trust for the benefit of the members and determine the scope and terms of these trusts. |
1. | With the written consent of the holders of 75% in nominal value of the issued shares of the class (excluding any treasury shares held in that class); or |
2. | By authority of a special resolution passed at a separate general meeting of the holders of the shares of the class. |
1. | May be a party to, or otherwise interested in, any transaction or arrangement with RELX PLC or in which RELX PLC is directly or otherwise interested; |
2. | May act solely or with his firm in a professional capacity (not as auditor) for RELX PLC and shall be entitled to remuneration for his professional services, notwithstanding his position as Director; and |
3. | May be interested in a body corporate in which RELX PLC is directly or indirectly interested or where the relationship between the Director and the body corporate is at the request or direction of RELX PLC. |
Financial Instrument |
Fair Value December 31, 2021 |
Fair Value Change |
Fair Value December 31, 2020 |
Fair Value Change |
||||||||||||||||||||
+100 basis points |
-100 basis points |
+100 basis points |
-100 basis points |
|||||||||||||||||||||
(In millions) |
(In millions) |
|||||||||||||||||||||||
Short-term debt |
$ |
(131 |
) |
£ | — | £ | — | £ | (307 | ) | £ | — | £ | — | ||||||||||
Long-term debt (including current portion) |
(6,346 |
) |
293 | (318 | ) | (7,316 | ) | 381 | (416 | ) | ||||||||||||||
Interest rate swaps (swapping fixed rate to floating) |
30 |
(78 | ) | 83 | 115 | (56 | ) | 59 | ||||||||||||||||
Interest rate swaps (swapping floating rate to fixed) |
(2 |
) |
— | — | (3 | ) | — | (1 | ) |
Financial Instrument |
Fair Value December 31, 2021 |
Fair Value Change |
Fair Value December 31, 2020 |
Fair Value Change |
||||||||||||||||||||
+10% |
-10% |
+10% |
-10% |
|||||||||||||||||||||
(In millions) |
(In millions) |
|||||||||||||||||||||||
Cash and cash equivalents |
$ |
113 |
$ | 10 | $ | (10 | ) | £ | 88 | £ | 8 | £ | (8 | ) | ||||||||||
Short-term debt |
(131 |
) |
(13 | ) | 13 | (307 | ) | (30 | ) | 30 | ||||||||||||||
Long-term debt (including current portion) |
(6,346 |
) |
(629 | ) | 629 | (7,317 | ) | (726 | ) | 726 | ||||||||||||||
Lease receivables |
2 |
— | — | 18 | 2 | (2 | ) | |||||||||||||||||
Interest rate swaps (including cross currency interest rate swaps) |
28 |
3 | (3 | ) | 112 | 11 | (11 | ) | ||||||||||||||||
Forward foreign exchange contracts |
41 |
(154 | ) | 154 | 33 | (103 | ) | 103 |
Persons depositing or withdrawing shares must pay |
For | |
$5.00 (or less) per 100 ADSs (or portion of 100 ADSs) |
Issuance of ADSs, including issuances resulting from a distribution of shares or rights or other property (in certain circumstances volume discounts may be available) | |
Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates | ||
$0.05 (or less) per ADS |
Any cash distribution to ADS registered holders | |
A fee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited for issuance of ADSs |
Distribution of securities distributed to holders of deposited securities which are distributed by the depositary to ADS registered holders | |
$0.05 (or less) per ADS per calendar year |
Depositary services | |
Registration or transfer fees |
Transfer and registration of shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw shares | |
Expenses of the depositary |
Cable, telex and facsimile transmissions (when expressly provided in the deposit agreement) | |
Converting foreign currency to US dollars | ||
Taxes and other governmental charges the depositary or the custodian have to pay on any ADS or share underlying an ADS, for example, stock transfer taxes, stamp duty or withholding taxes |
As necessary | |
Any charges incurred by the depositary or its agents for servicing the deposited securities |
As necessary |
/s/ Ernst & Young LLP London, United Kingdom February 9, 2022 |
(i) | to monitor the integrity of the financial statements, and any formal announcements relating to financial performance, reviewing significant financial reporting judgements contained in them; |
(ii) | to review the company’s internal financial controls and the internal control and risk management systems; |
(iii) | to monitor and review the effectiveness of the internal audit function; |
(iv) | to make recommendations to the Board, for it to put to the shareholders for their approval in General Meeting, in relation to the appointment, reappointment and removal of the external auditor and to approve the remuneration and terms of engagement of the external auditor; |
(v) | to review and monitor the external auditors’ independence and objectivity and the effectiveness of the audit process, taking into consideration relevant professional and regulatory requirements; and |
(vi) | to develop and recommend policy on the engagement of the external auditor to supply non audit services, taking into account relevant ethical guidance regarding the provision of non audit services by the external audit firm, and to monitor compliance. |
Number of ordinary shares |
Average price paid per share |
Total shares repurchased under publicly announced programmes |
Approximate maximum value of shares that may yet be purchased under the programmes |
|||||||||||||
January 2021 |
— | — | — | £ | 250 million | |||||||||||
February 2021 (1) |
61,028 | 1,845p | — | £ | 250 million | |||||||||||
March 2021 |
— | — | — | £ | 250 million | |||||||||||
April 2021 |
— | — | — | £ | 250 million | |||||||||||
May 2021 |
— | — | — | £ | 250 million | |||||||||||
June 2021 |
— | — | — | £ | 250 million | |||||||||||
July 2021 |
— | — | — | £ | 250 million | |||||||||||
August 2021 |
— | — | — | £ | 250 million | |||||||||||
September 2021 |
— | — | — | £ | 250 million | |||||||||||
October 2021 |
— | — | — | £ | 250 million | |||||||||||
November 2021 |
— | — | — | £ | 250 million | |||||||||||
December 2021 (1) |
12 | 2,348p | — | £ | 250 million | |||||||||||
|
|
|
|
|||||||||||||
61,040 | — | |||||||||||||||
|
|
|
|
(1) | Includes shares purchased to satisfy awards under our equity-based plans as described in “Item 6: Directors, Senior Management and Employees — Share Ownership”. |
/s/ Ernst & Young LLP We have served as the Group’s auditor since 2016. London, United Kingdom February 9, 2022 |
Terms used in this Annual Report on Form 20-F |
US equivalent or brief description |
Accruals |
Accrued expenses |
Adjusted earnings per share |
Adjusted net profit attributable to RELX PLC shareholders divided by the weighted average number of shares. This provides a measure of the Group’s earnings per share that is comparable from year to year. |
Adjusted net profit attributable to RELX PLC shareholders |
Net profit attributable to RELX PLC shareholders before amortisation of acquired intangible assets, other deferred tax credits from intangible assets and items treated as exceptional, acquisition-related items, net interest on the net defined benefit obligation, disposals and other non-operating items, and in 2020, exceptional costs in the Exhibitions business. This provides a measure of the Group’s profitability after tax attributable to RELX PLC shareholders. |
Adjusted operating margin |
Calculated as adjusted operating profit divided by revenue. This is a key financial measure used by management to evaluate performance and allocate resources |
Adjusted operating profit |
Operating profit before amortisation of acquired intangible assets, acquisition-related items, and grossed up to exclude the equity share of finance income, finance costs and taxes in joint ventures. In 2020, we also excluded exceptional costs in the Exhibitions business. This is a key financial measure used by management to evaluate performance and allocate resources and is presented in accordance with IFRS 8 — ‘Operating Segments’ |
Allotted |
Issued |
Associate |
An entity in which the Group has a participating interest and, in the opinion of the directors, can exercise significant influence on its management. |
Called-up share capital |
Issued share capital |
Capital and reserves |
Shareholders’ equity |
Cash flow conversion |
The proportion of adjusted operating profits converted into cash |
Constant currency |
Calculated using the previous financial year’s full-year average and hedge exchange rates |
Effective tax rate on adjusted operating profit |
Tax rate excluding movements in deferred taxation assets and liabilities related to goodwill and acquired intangible assets, but includes the benefit of tax amortization where available on those items |
EPS |
Earnings per ordinary share |
Invested capital |
Net capital employed, adjusted, to add back accumulated amortisation and impairment of acquired intangible assets and goodwill, to remove non-operating investments and the gross up to goodwill in respect of deferred tax, and other items. This is used to calculate the return on invested capital. |
Investments |
Non-current investments |
Freehold |
Ownership with absolute rights in perpetuity |
Interest receivable |
Interest income |
Net debt |
Gross debt, less related derivative financial instrument assets, cash and cash equivalents and finance lease receivables |
Net cash acquired |
Cash less debt acquired with a business |
Operating costs |
Cost of sales plus selling and distribution costs plus administration and other expenses |
Portfolio changes/effects |
Changes in the portfolio relating to acquisitions, disposals and assets held for sale |
Prepayments |
Prepaid expenses |
Profit |
Income |
Profit attributable |
Net income |
Share based remuneration |
Stock based compensation |
Share premium account |
Premiums paid in excess of par value of ordinary shares |
Return on invested capital |
Post tax adjusted operating profit expressed as a percentage of average capital employed. This is a key financial measure used by management |
Revenue |
Sales |
Underlying growth |
Underlying growth rates are calculated at constant currencies, excluding the results of acquisitions until 12 months after purchase, and excluding the results of disposals and assets held for sale. Underlying revenue growth rates also exclude exhibition cycling. This is a key financial measure as it provides an assessment of year on year growth excluding the impact of acquisitions, disposals and exchange rate movements. |
101.1 | The following financial information for RELX formatted in XBRL: (i) Consolidated Income Statement for the years ended December 31, 2021, 2020 and 2019; (ii) Consolidated Statement of Comprehensive Income for the years ended December 31, 2021, 2020 and 2019; (iii) Consolidated Statement of Cash Flows for the years ended December 31, 2021, 2020 and 2019; (iv) Consolidated Statement of Financial Position at December 31, 2021 and 2020; (v) Consolidated Statement of Changes in Equity for the years ended December 31, 2021, 2020 and 2019; and (vi) Notes to the Consolidated Financial Statements |
* | Certain of the information included within Exhibit 15.2 is incorporated by reference in this Annual Report on Form 20-F, as specified elsewhere in this Annual Report on Form 20-F. With the exception of the items and pages so specified, the RELX Annual Report and Financial Statements 2021 are not deemed to be filed as part of this Annual Report on Form 20-F. |
RELX PLC Registrant |
By: /s/ E ENGSTROM E Engstrom Chief Executive Officer |
By: /s/ N LUFF N Luff Chief Financial Officer |
Dated: February 17, 2022 |