10th Nov 2011 07:00
CHARLES STANLEY GROUP PLC
RESULTS FOR THE HALF-YEAR ENDED 30 SEPTEMBER 2011
Charles Stanley is one of the UK's leading independently owned, full service stockbroking and investment management groups, advising on substantial funds. Today it announces its interim results for the half-year ended 30 September 2011.
Highlights:
§ Revenue for the half-year £60.2 million (2010/11: £59.7 million) 1% increase
§ Reported profit before tax £5.2 million (2010/11: £7.3 million) 29% decrease
§ Adjusted profit before tax £6.8 million (2010/11: £8.2 million) 17% decrease
§ Funds under management and administration £13.7 billion (30 September 2010: £13.5 billion) 2% increase
§ Net new inflows in managed funds of £770 million
§ Investment management and administration fees £31.9 million (2010/11: £28.4 million) 12% increase
§ Reported earnings per share 8.49p (2010/11: 11.53p) 26% decrease
§ Adjusted earnings per share 11.27p (2010/11: 12.92p) 13% decrease
§ Interim dividend per share 2.75p (2010/11: 2.50p) 10% increase
§ Acquisition of Jobson James Financial Services Limited in May 2011
Commenting on the outlook Sir David Howard, Chairman said:
"Charles Stanley Group is pleased to report a resilient performance during the half-year to 30 September 2011. Overall revenues remained steady with an increase of 1% from £59.7 million to £60.2 million. Our Private Client and Financial Services Divisions continue to demonstrate the strength of our core business with combined revenues nearly 4% higher than the equivalent period last year. However, this was offset by the impact of the market downturn on Charles Stanley Securities, our corporate finance and broking and institutional sales division, with revenues 30% lower.
Our reported profit before tax has fallen by 29% to £5.2 million from £7.3 million for the equivalent period last year.
Trading has improved as we enter the second half of our year. As a financial services business we cannot stand aside from the forces that drive the markets and the global economy. But our professionalism and our values give me confidence to look forward to the medium term with some degree of optimism."
For further information please contact:
Charles Stanley Group PLC | Canaccord Genuity |
| |
Sir David Howard, Chairman | Simon Bridges |
| |
James Rawlingson, Finance Director | Magnus Wheatley, Head of Press and Public Relations | Managing Director |
|
Phone: 020 7739 8200 | Phone: 020 7149 6273 | Phone: 020 7050 6500 |
CHAIRMAN'S STATEMENT
Charles Stanley Group is pleased to report a resilient performance during the half-year to 30 September 2011. Despite the significant drop in market valuations during the period, overall revenues remained steady with an increase of 0.8% from £59.7 million (in the half-year to 30 September 2010) to £60.2 million at 30 September 2011. Reported profit before tax however is down to £5.2 million as against £7.3 million for the equivalent period last year. Excluding a number of one-off costs the adjusted profit before tax was £6.8 million, down from £8.2 million.
Our Private Client and Financial Services Divisions continue to demonstrate the strength of our core business with combined revenues nearly 4% higher than the equivalent period last year. However, this was offset by the impact of the market downturn on Charles Stanley Securities, our corporate finance and institutional sales division, with revenues 30.2% lower. This reflects a decline in the income generated in both equities and bonds and reduced corporate finance business.
At 30 September 2011 the total value of clients' funds under management and administration was £13.7 billion, down 5.5% compared with £14.5 billion at 31 March 2011 and up 1.5% compared with £13.5 billion at 30 September 2010. Over the six months to 30 September 2011 the FTSE-100 Share Index fell by 13.2%, the FTSE All-Share Index by 13.5% and the APCIMS Balanced Index by 8.3%. Within the overall figure of funds under management and administration the managed funds (including discretionary funds) decreased by 2.5% to £7.02 billion. Within these numbers it is pleasing to note a net inflow of new assets of £770 million over the period including £246 million from the acquisition of Jobson James Financial Services Limited.
The present low interest rate regime continues to impact on our income in relation to the very substantial cash balances that we maintain both for the Group and for our clients. The Group's own cash balances stood at £39.7 million at 30 September 2011, up from £35.1 million at 30 September 2010. As ever, and even more so in these unsettled times, we continue to pay particular emphasis to the strength of the Group's balance sheet and our levels of cash.
In the light of these results the Directors have decided to increase the interim dividend by 10% to 2.75p per share (2010/11: 2.50p). The dividend will be paid on 22 December 2011 to shareholders registered on 25 November 2011. This in part is to help equalise the disparity that has grown between the interim and final dividend.
Review of operations
The Group is organised into three operating divisions: Private Clients, Financial Services and Charles Stanley Securities.
Private Client division
The division has again demonstrated the strength of the core retail business. In very difficult conditions total income has risen slightly by 1.6% to £50.7 million from £49.9 million. It is pleasing to note that in a continuation of the process started some years ago fee income for the period exceeded commission income, with investment management and administration fees in this division rising 9.7% to £26.1 million (2010/11: £23.8 million). The Private Client ratio of commission to recurring income is 48.5/51.5 compared with 52.9/47.1 respectively for the financial year 2010-11. Transaction levels have fallen during the six months to 30 September 2011 leading to a decrease of 5.7% in commission income - £24.6 million compared with £26.1 million in 2010.
Total funds under management and administration are shown below:
Sep 2011 | Mar 2011 | Change | |
£ billion | £ billion | % | |
Discretionary funds under management | |||
In Group's nominee or Euroclear UK and Ireland ("EUI") personal membership |
4.42 |
4.61 |
(4.1%) |
Advisory managed funds | |||
In Group's nominee or EUI personal membership | 2.15 | 2.39 | |
Not held in Group's nominee | 0.45 | 0.20 | |
2.60 | 2.59 | 0.3% | |
Total managed funds | 7.02 | 7.20 | (2.5%) |
Advisory dealing funds | |||
In Group's nominee or EUI personal membership | 2.79 | 3.03 | (7.9%) |
Execution only funds | |||
In Group's nominee or EUI personal membership | 3.90 | 4.27 | (8.7%) |
Total administered funds | 6.69 | 7.30 | (8.4%) |
Total funds under management and administration |
13.71 |
14.50 |
(5.5%) |
FTSE 100 index | 5,128 | 5,908 | (13.2%) |
FTSE all share index | 2,654 | 3,067 | (13.5%) |
APCIMS benchmark | 2,735 | 2,984 | (8.3%) |
Managed clients
Funds under management decreased by 2.5% - with the net positive flow of funds during the period offset by the decrease in market valuations towards the end of the period. Inflow of funds (clients of new investment managers) includes £246 million relating to the take on of clients following the acquisition of Jobson James Financial Services Limited in May 2011. The flow of funds is analysed in the table below.
| Discretionary managed | Advisory managed |
Total |
Change |
£bn | £bn | £bn | % | |
Funds at 1 April 2011 | 4.61 | 2.59 | 7.20 | |
Inflows | ||||
New clients of existing investment managers | 0.18 | 0.05 | 0.23 | |
Clients of new investment managers | 0.01 | 0.25 | 0.26 | |
Organic - new funds from existing clients | 0.41 | 0.21 | 0.62 | |
Total inflows | 0.60 | 0.51 | 1.11 | 15.4% |
Outflows | ||||
Lost clients | (0.09) | (0.10) | (0.19) | |
Organic - withdrawal of funds by existing clients |
(0.09) |
(0.06) |
(0.15) | |
Total outflows | (0.18) | (0.16) | (0.34) | (4. 7%) |
Net inflow of funds | 0.42 | 0.35 | 0.77 | 10.7% |
Market movement | (0.61) | (0.34) | (0.95) | (13.2%) |
Funds at 30 September 2011 | 4.42 | 2.60 | 7.02 | |
% change | (4.1%) | 0.4% | (2.5%) | |
Despite the drop in the market value of funds under management at the end of the period fee income increased as average funds under management over the six months to 30 September 2011 were 10% higher than for the equivalent period to 30 September 2010.
Disc |
Adv | Sep 11 Total |
Disc |
Adv | Sep 10 Total |
Change | |||
£m | £m | £m | £m | £m | £m | £m | % | ||
Commission | 8.9 | 3.8 | 12.7 | 8.9 | 3.8 | 12.7 | - | - | |
Recurring fees | 13.7 | 5.3 | 19.0 | 11.4 | 5.2 | 16.6 | 2.4 | 14.4% | |
22.6 | 9.1 | 31.7 | 20.3 | 9.0 | 29.3 | 2.4 | 8.2% | ||
£bn | £bn | £bn | £bn | £bn | £bn | £bn | |||
Average funds under management |
4.52 |
2.59 |
7.11 |
4.00 |
2.45 |
6.45 |
0.66
|
10.2% | |
bps | bps | bps | bps | bps | bps | bps | |||
Revenue margin | 1.00 | 0.70 | 0.89 | 1.02 | 0.73 | 0.91 | (0.02) | (2.2%) | |
Non-managed clients
Funds under administration have decreased by 8.4%.
Advisory dealing | Execution only | Total | Change | |
£bn | £bn | £bn | % | |
At 1 April 2011 | 3.03 | 4.27 | 7.30 | |
Net inflow of funds | 0.37 | 0.93 | 1.30 | 17.8% |
Net organic change | (0.21) | (0.74) | (0.95) | (13.0%) |
Market movement | (0.40) | (0.56) | (0.96) | (13.2%) |
At 30 September 2011 | 2.79 | 3.90 | 6.69 | |
% change | (7.9%) | (8.7%) | (8.4%) | |
Net organic change represents an outflow of funds from existing clients. Despite the fall in market values administration fees remained steady but not enough to offset the drop in commission income.
|
Adv |
Exe | Sep 11 Total |
Adv |
Exe | Sep 10 Total |
Change | |
£m | £m | £m | £m | £m | £m | £m | % | |
Commission | 5.8 | 6.1 | 11.9 | 6.9 | 6.4 | 13.3 | (1.4) | (10.5%) |
Recurring fees | 3.3 | 3.8 | 7.1 | 3.1 | 4.1 | 7.2 | (0.1) | (1.4%) |
9.1 | 9.9 | 19.0 | 10.0 | 10.5 | 20.5 | (1.5) | (7.3%) | |
Financial Services
Over the past three years we have been building our Financial Services offering. The Matterley Fund Management teams have made further progress in the half-year despite difficult markets, growing funds from £122 million to £129 million as at 30 September 2011. EBS has continued to make good progress with the number of SIPPs and SASSs under administration increasing to over 3,700 (March 2011: 3,343). This has been partly due to the success of our new white labelled partner. Overall the Financial Services division has enjoyed a good half-year with revenues increasing to £5.8 million compared with £4.5 million as analysed below:
Sep 2011 | Mar 2011 | Sep 2010 | |
£ m | £m | £m | |
London FS | 1.6 | 1.7 | 1.4 |
EBS Management | 1.0 | 0.9 | 0.8 |
Garrison Investment Analysis | 0.8 | 0.8 | 0.8 |
CS Financial Solutions | 1.3 | 1.1 | 1.5 |
Matterley funds | 0.4 | 0.4 | - |
Jobson James (5 months) | 0.7 | - | - |
Total | 5.8 | 4.9 | 4.5 |
Charles Stanley Securities
Against a backdrop of significantly lower activity in small and mid cap equity fundraisings and corporate activity the division has suffered a drop in corporate finance income from £1.8 million to £1.2 million. During this period commission income has also declined from £3.4 million to £2.4 million as both of our equity and bond trading arms suffered along with markets generally, a significant downturn in revenues. During the period some costs have been cut in this division. It is difficult to judge how long and how deep this downward trend in institutional trading will be.
The Charles Stanley team
We live in challenging times, and our team at Charles Stanley has re-doubled its efforts to produce these results. I would like to thank everyone, throughout the Group, for having worked so hard to achieve this outcome for the latest period.
Outlook
In June, when we published our results for our latest financial year, I expressed guarded optimism about the months ahead. The hope was that a more globally co-ordinated response to the economic crisis - for example with the G20 meetings - would avoid the disjointed collapse that tore through the world economy in the 1930s. Sadly the situation has been allowed to drift onwards and downwards in the past few months. Now we have the Governor of the Bank of England suggesting that this crisis may be even worse than the 1930s. Much of the focus in this part of the world has been on the disastrous structure of the euro-zone, which has proved unable to address the difficulties of one of its smallest and weakest members, pulling the others down with it. But the underlying problem is not dissimilar in the USA, with over-consumption and under-production generating ever-greater global imbalances. None of this is likely to be solved quickly, and the lack of impetus in Europe and in the US to find a solution will hang over the markets for a long time to come.
Against such widespread economic uncertainty then, it is perhaps unsurprising that our Securities business has been impacted by the market downturn. However it is a relatively small part of the wide range of services that make up the Charles Stanley family being 6% of turnover. I take substantial comfort that the Private Clients business, which is our core offering, has grown its revenues by 4% showing its quality and resilience in a difficult trading environment. Furthermore it is also pleasing that our underlying funds under management have grown by £770 million in a period when the FTSE 100 has dropped by 13%. It is in true Charles Stanley style that these funds have been grown partly organically and partly by acquisition, and I see opportunities for this to continue over the medium term.
Central though to our business model is our experienced and prudent management team, our dedication to the quality of service that we offer our clients, our emphasis on maintaining strong cash reserves and our focus on growth. I am satisfied that these proven strengths leave us well positioned for the markets ahead. Although we cannot stand aside from the forces that drive the markets and the global economy, our professionalism, our values and our resilience give me the confidence to look forward with some degree of optimism.
Sir David Howard
Chairman
10 November 2011
CHARLES STANLEY GROUP PLC
CONDENSED CONSOLIDATED INTERIM INCOME STATEMENT
SIX MONTHS ENDED 30 SEPTEMBER 2011
| ||||
UnauditedHalf-year | Unaudited Half-year | Audited Year | ||
30 Sept 2011 | 30 Sept 2010 | 31 Mar 2011 | ||
Notes | £'000 | £'000 | £'000 | |
Continuing operations | ||||
Revenue | 2 | 60,209 | 59,742 | 125,573 |
Administrative expenses | (55,345) | (52,705) | (112,687) | |
Other income | 66 | 49 | 63 | |
Operating profit | 4 | 4,930 | 7,086 | 12,949 |
Finance income | 5 | 244 | 204 | 444 |
Finance costs | 5 | (36) | (18) | (53) |
Gains and losses on available for sale financial assets | 5 |
12
|
22 |
37 |
Profit before tax | 5,150 | 7,294 | 13,377 | |
Tax expense | 6 | (1,321) | (2,179) | (3,857) |
Profit for the period attributable to equity shareholders |
3,829
|
5,115 |
9,520 | |
Earnings per share
Based on reported profit for the period | ||||
Basic | 7 | 8.49p | 11.53p | 21.42p |
Diluted | 7 | 8.46p | 11.53p | 21.40p |
CHARLES STANLEY GROUP PLCCONDENSED CONSOLIDATED INTERIM STATEMENT OF COMPREHENSIVE INCOMESIX MONTHS ENDED 30 SEPTEMBER 2011
|
| ||
| UnauditedHalf-year | Unaudited Half-year | Audited Year |
| 30 Sept 2011 | 30 Sept 2010 | 31 Mar 2011 |
| £'000 | £'000 | £'000 |
|
|
|
|
Profit for the period | 3,829 | 5,115 | 9,520 |
Other comprehensive income | |||
Gains and losses on available for sale financial assets | (63) | 50 | (1,266) |
Deferred tax on available for sale financial assets | 35 | 20 | 377 |
Retirement benefit scheme actuarial deficit | (3,391) | - | 1,433 |
Deferred tax on retirement benefit scheme actuarial deficit | 882 | (50) | (515) |
Revaluation of property | - | - | 29 |
Other comprehensive income for the period, net of tax | (2,537) | 20 | 58 |
Total comprehensive income for the period attributable to equity shareholders |
1,292 |
5,135 |
9,578 |
CHARLES STANLEY GROUP PLC
CONDENSED CONSOLIDATED INTERIM STATEMENT OF FINANCIAL POSITION
AT 30 SEPTEMBER 2011
Unaudited 30 Sept 2011 | Unaudited 30 Sept 2010 | Audited 31 Mar 2011 | ||
| Notes | £'000 | £'000 | £'000 |
Assets | ||||
Non-current assets | ||||
Intangible assets | 9 | 35,948 | 34,872 | 34,126 |
Property, plant and equipment | 10 | 6,622 | 6,020 | 6,216 |
Deferred tax assets | 1,294 | 755 | 534 | |
Available for sale financial assets | 11 | 5,191 | 6,526 | 5,223 |
Trade and other receivables | 12 | 1,522 | 1,623 | 1,431 |
Total non-current assets | 50,577 | 49,796 | 47,530 | |
Current assets | ||||
Trade and other receivables | 12 | 150,343 | 199,602 | 224,720 |
Financial assets at fair value through profit or loss |
13 |
296 |
382 |
170 |
Cash and cash equivalents | 14 | 39,656 | 35,113 | 45,540 |
Total current assets | 190,295 | 235,097 | 270,430 | |
Total assets | 240,872 | 284,893 | 317,960 | |
Equity | ||||
Ordinary shares | 17 | 11,309 | 11,159 | 11,265 |
Share premium | 2,545 | 1,749 | 2,491 | |
Revaluation reserve | 1,435 | 2,393 | 1,463 | |
Retained earnings | 65,006 | 62,361 | 66,852 | |
Total equity attributable to equity holders of the Company |
80,295 |
77,662 |
82,071 | |
Non-controlling interests | 53 | 53 | 53 | |
Total equity | 80,348 | 77,715 | 82,124 | |
Liabilities | ||||
Non-current liabilities | ||||
Trade and other payables | 15 | 500 | - | - |
Borrowings | 16 | - | 12 | - |
Retirement benefit obligations | 20 | 6,672 | 4,956 | 3,357 |
Total non-current liabilities | 7,172 | 4,968 | 3,357 | |
Current liabilities | ||||
Trade and other payables | 15 | 151,887 | 199,464 | 230,613 |
Borrowings | 16 | 10 | 341 | 94 |
Current tax liabilities | 1,455 | 2,405 | 1,772 | |
Total current liabilities | 153,352 | 202,210 | 232,479 | |
Total liabilities | 160,524 | 207,178 | 235,836 | |
Total equity and liabilities | 240,872 | 284,893 | 317,960 | |
CHARLES STANLEY GROUP PLC
CONDENSED CONSOLIDATED INTERIM STATEMENT OF CHANGES IN EQUITY
SIX MONTHS ENDED 30 SEPTEMBER 2011
Share capital | Share premium | Revaln reserve | Retained earnings | Sub- total | Minority interests | Total | |
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
1 April 2010 (audited) | 11,136 | 1,772 | 2,323 | 58,097 | 73,328 | 97 | 73,425 |
Profit for the period | - | - | - | 5,115 | 5,115 | - | 5,115 |
Other comprehensive income: | |||||||
Gains and losses on available for sale financial assets |
- |
- |
50 |
- |
50 |
- |
50 |
Deferred tax on available for sale financial assets |
- |
- |
20 |
- |
20 |
- |
20 |
Deferred tax on retirement benefit scheme actuarial deficit |
- |
- |
- |
(50) |
(50) |
- |
(50) |
Total other comprehensive income for the period |
- |
- |
70 |
(50) |
20 |
- |
20 |
Total comprehensive income for the period |
- |
- |
70 |
5,065 |
5,135 |
- |
5,135 |
Change in ownership of subsidiary |
- |
- |
- |
- |
- |
(44) |
(44) |
Dividends paid to equity shareholders |
- |
- |
- |
(828) |
(828) |
- |
(828) |
Shares issued in lieu of dividends |
23 |
(23) |
- |
- |
- |
- |
- |
Share options - value of employee services |
- |
- |
- |
27 |
27 |
- |
27 |
30 September 2010 (unaudited) | 11,159 | 1,749 | 2,393 | 62,361 | 77,662 | 53 | 77,715 |
Profit for the period | - | - | - | 4,405 | 4,405 | - | 4,405 |
Other comprehensive income: | |||||||
Revaluation of property | - | - | 29 | - | 29 | - | 29 |
Gains and losses on available for sale financial assets |
- |
- |
(1,316) |
- |
(1,316) |
- |
(1,316) |
Deferred tax on available for sale financial assets |
- |
- |
357 |
- |
357 |
- |
357 |
Retirement benefit scheme actuarial deficit |
- |
- |
- |
1,433 |
1,433 |
- |
1,433 |
Deferred tax on retirement benefit scheme actuarial deficit |
- |
- |
- |
(465) |
(465) |
- |
(465) |
Total other comprehensive income for the period |
- |
- |
(930) |
968 |
38 |
- |
38 |
Total comprehensive income for the period |
- |
- |
(930) |
5,373 |
4,443 |
- |
4,443 |
Dividends paid to equity shareholders |
- |
- |
- |
(901) |
(901) |
- |
(901) |
Shares issued in lieu of dividends |
20 |
(20) |
- |
- |
- |
- |
- |
Share options - value of employee services |
- |
- |
- |
19 |
19 |
- |
19 |
Share options - issue of shares | 77 | 686 | - | - | 763 | - | 763 |
Conversion of loan notes | 9 | 76 | - | - | 85 | - | 85 |
Share capital | Share premium | Revaln reserve | Retained earnings | Sub- total | Minority interests | Total | |
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
31 March 2011 (audited) | 11,265 | 2,491 | 1,463 | 66,852 | 82,071 | 53 | 82,124 |
Profit for the period | - | - | - | 3,829 | 3,829 | - | 3,829 |
Other comprehensive income: | |||||||
Gains and losses on available for sale financial assets |
- |
- |
(63) |
- |
(63) |
- |
(63) |
Deferred tax on available for sale financial assets |
- |
- |
35 |
- |
35 |
- |
35 |
Retirement benefit scheme actuarial deficit |
- |
- |
- |
(3,391) |
(3,391) |
- |
(3,391) |
Deferred tax on retirement benefit scheme actuarial deficit |
- |
- |
- |
882 |
882 |
- |
882 |
Total other comprehensive income for the period |
- |
- |
(28) |
(2,509) |
(2,537) |
- |
(2,537) |
Total comprehensive income for the period |
- |
- |
(28) |
1,320 |
1,292 |
- |
1,292 |
Dividends paid to equity shareholders |
- |
- |
- |
(3,270) |
(3,270) |
- |
(3,270) |
Shares issued in lieu of dividends |
34 |
(34) |
- |
- |
- |
- |
- |
Share options - value of employee services |
- |
- |
- |
104 |
104 |
- |
104 |
Share options - issue of shares |
3 |
30 |
- |
- |
33 |
- |
33 |
Conversion of loan notes | 7 | 58 | - | - | 65 | - | 65 |
| |||||||
30 September 2011 (unaudited) | 11,309 | 2,545 | 1,435 | 65,006 | 80,295 | 53 | 80,348 |
CHARLES STANLEY GROUP PLC
CONDENSED CONSOLIDATED INTERIM STATEMENT OF CASH FLOWS
SIX MONTHS ENDED 30 SEPTEMBER 2011
UnauditedHalf-year | Unaudited Half-year | Audited Year | ||
30 Sept 2011 | 30 Sept 2010 | 31 Mar 2011 | ||
| Notes | £'000 | £'000 | £'000 |
Cash flows from operating activities | ||||
Cash generated from operations | 19 | 2,037 | 2,473 | 18,015 |
Interest received | 244 | 204 | 444 | |
Interest paid | (36) | (18) | (53) | |
Tax paid | (1,563) | (1,705) | (3,906) | |
Net cash inflows from operating activities | 682 | 954 | 14,500 | |
Cash flows from investing activities | ||||
Acquisition of subsidiaries and other businesses | (1,352) | - | (800) | |
Acquisition of intangible assets | (552) | (186) | (1,001) | |
Purchase of property, plant and equipment | (1,453) | (1,116) | (2,346) | |
Proceeds from sale of property, plant and equipment | - | - | 18 | |
Purchase of available for sale financial assets | (104) | (157) | (320) | |
Proceeds from sale of available for sale financial assets |
85 |
128 |
297 | |
Dividends received | 66 | 49 | 63 | |
Net cash used in investing activities | (3,310) | (1,282) | (4,089) | |
Cash flows from financing activities | ||||
Net proceeds from issue of ordinary share capital | 33 | - | 763 | |
Cash outflow from change in debt and lease financing |
(19) |
(348) |
(522) | |
Dividends paid to equity shareholders | 8 | (3,270) | (828) | (1,729) |
Net cash used in financing activities | (3,256) | (1,176) | (1,488) | |
Net (decrease)/increase in cash and cash equivalents |
(5,884) |
(1,504) |
8,923 | |
Cash and cash equivalents at start of period | 45,540 | 36,617 | 36,617 | |
Cash and cash equivalents at end of period | 39,656 | 35,113 | 45,540 | |
CHARLES STANLEY GROUP PLC
NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
1 GENERAL INFORMATION
Charles Stanley Group PLC is the parent company of a group of companies ("the Group") which provides a range of investment and financial services within the United Kingdom. The Company is a public limited company which is listed on the London Stock Exchange and is incorporated and domiciled in the United Kingdom.
The annual consolidated financial statements of the Group at 31 March 2011 are available upon request from the Company's registered office at 25 Luke Street, London EC2A 4AR or at www.charlesstanleyplc.co.uk.
1.1 Basis of preparation
The Group's consolidated financial statements are prepared on a going concern basis and in accordance with International Financial Reporting Standards ("IFRS") as adopted by the EU. These condensed consolidated interim financial statements are prepared and presented in accordance with IAS 34 Interim Financial Reporting. The condensed consolidated interim financial statements have been prepared on the basis of the accounting policies, methods of computation and presentation set out in the Group's consolidated financial statements for the year ended 31 March 2011. The condensed consolidated interim financial statements should be read in conjunction with the Group's audited financial statements for the year ended 31 March 2011.
The comparative figures for the financial year ended 31 March 2011 are not the Company's statutory accounts for the financial year. Those accounts have been reported on by the Company's auditors and delivered to the registrar of companies. The report of the auditors was (i) unqualified, (ii) did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report, and (iii) did not contain a statement under section 498 (2) or (3) of the Companies Act 2006.
These condensed consolidated interim financial statements were approved by the Board of Directors on 10 November 2011.
1.2 Principal risks and uncertainties
The Directors believe that the nature of the principal risks and uncertainties facing the Group during the six months to 30 September 2011 and during the remainder of its financial year remain unchanged from 31 March 2011. A full assessment of the risks and uncertainties, together with the controls and processes which are in place to monitor and mitigate the risks where possible, are set out on pages 17, 18 and 19 of the 2011 Annual Report and Financial Statements. The risks are summarised below.
Risk type | Risk |
Credit risk | Default by counterparty |
Market risk | Loss from fluctuations in asset values, interest rates or exchange rates |
Operational risk | Loss resulting from inadequate or failed internal processes, people and systems |
Liquidity risk | Risk that Group does not have sufficient resources to meet its obligations |
Business risk | Exposure to macroeconomic, geopolitical, industrial, regulatory and other external risks |
Regulatory risk | Loss from regulatory action |
Reputational risk | Poor service provision and investment performance |
1.3 Related party transactions
Related party transactions are described on page 82 of the 2011 Annual Report and Financial Statements. No transactions took place during the six months to 30 September 2011 that would materially affect the financial position or performance of the Group during the period.
1.4 Estimates
The preparation of interim financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amount of assets and liabilities, income and expense. Actual results may differ from these estimates.
In preparing these condensed consolidated interim financial statements, the significant judgements made in applying the Group's accounting policies and key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements as at and for the year ended 31 March 2011. The following areas were reviewed by management and changes made as noted below:
Retirement benefit obligations
The Directors requested the Company's actuaries to up-date their valuation from 31 March 2011 to 30 September 2011. This resulted in an increase in the actuarial deficit of £3.4 million which has been reflected in these financial statements.
Intangible assets
During the period market valuations and volumes have decreased. Management have carried out an impairment review of intangible assets and have concluded that there is no impairment to the carrying value of intangible assets.
Available for sale financial assets
No new information has become available that would require a change in the valuation of unlisted investments.
1.5 Forward looking statements
These condensed consolidated interim financial statements contain certain forward looking statements which are made by the Directors in good faith based on the information available to them at the time of their approval of the accounts. Forward looking statements should be treated with caution due to the inherent uncertainties, including economic, regulatory and business risk factors underlying any such forward looking statements. We undertake no obligation to update any forward looking statements whether as a result of new information, future events or otherwise. The condensed consolidated interim financial statements have been prepared by Charles Stanley Group PLC to provide information to its shareholders and should not be relied upon by any other party or for any other purpose.
2 SEGMENT INFORMATION
For management purposes the Group is organised into three divisions - Private Clients, Financial Services and Charles Stanley Securities. The principal activity of the Private Client division is the provision of investment management services to individuals, trusts and charities. The Financial Services division includes a SIPP administrator, a discount financial intermediary, employee benefits providers together with financial planning and wealth management areas. Charles Stanley Securities is the Group's advisory, broking and corporate finance arm for smaller and mid cap UK listed companies. Sales between segments are carried out at arm's length. All of the Group's activities are undertaken in the United Kingdom.
Private Clients |
Financial Services | Charles Stanley Securities |
Sub- total |
Central costs |
Total | |
Six months ended 30 September 2011 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
Commission | 24,604 | 167 | 2,373 | 27,144 | - | 27,144 |
Fees | ||||||
Investment management | 14,648 | 260 | - | 14,908 | - | 14,908 |
Administration | 11,458 | 5,370 | 128 | 16,956 | - | 16,956 |
Corporate finance | - | - | 1,201 | 1,201 | - | 1,201 |
26,106 | 5,630 | 1,329 | 33,065 | - | 33,065 | |
Total revenue | 50,710 | 5,797 | 3,702 | 60,209 | - | 60,209 |
Administrative expenses | (31,095) | (5,021) | (4,131) | (40,247) | (15,098) | (55,345) |
Other income | - | - | - | - | 66 | 66 |
Operating profit/(loss) | 19,615 | 776 | (429) | 19,962 | (15,032) | 4,930 |
Segment assets | 174,443 | 16,734 | 4,834 | 196,011 | 44,861 | 240,872 |
Segment liabilities | 153,287 | 43 | 132 | 153,462 | 7,062 | 160,524 |
Six months ended 30 September 2010 | ||||||
Commission | 26,080 | 124 | 3,363 | 29,567 | - | 29,567 |
Fees | ||||||
Investment management | 12,946 | 214 | - | 13,160 | - | 13,160 |
Administration | 10,904 | 4,173 | 132 | 15,209 | - | 15,209 |
Corporate finance | - | - | 1,806 | 1,806 | - | 1,806 |
23,850 | 4,387 | 1,938 | 30,175 | - | 30,175 | |
Total revenue | 49,930 | 4,511 | 5,301 | 59,742 | - | 59,742 |
Administrative expenses | (29,354) | (4,388) | (4,509) | (38,251) | (14,454) | (52,705) |
Other income | - | - | - | - | 49 | 49 |
Operating profit | 20,576 | 123 | 792 | 21,491 | (14,405) | 7,086 |
Segment assets | 215,099 | 13,988 | 2,115 | 231,202 | 53,691 | 284,893 |
Segment liabilities | 189,426 | 800 | 541 | 190,767 | 16,411 | 207,178 |
Private Clients |
Financial Services | Charles Stanley Securities |
Sub- total |
Central costs |
Total | |
Year ended 31 March 2011 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
Commission | 56,016 | 310 | 6,977 | 63,303 | - | 63,303 |
Fees | ||||||
Investment management | 26,999 | 373 | - | 27,372 | - | 27,372 |
Administration | 22,953 | 8,715 | 304 | 31,972 | - | 31,972 |
Corporate finance | - | - | 2,926 | 2,926 | - | 2,926 |
49,952 | 9,088 | 3,230 | 62,270 | - | 62,270 | |
Total revenue | 105,968 | 9,398 | 10,207 | 125,573 | - | 125,573 |
Administrative expenses | (63,882) | (9,201) | (9,182) | (82,265) | (30,422) | (112,687) |
Other income | - | - | - | - | 63 | 63 |
Operating profit | 42,086 | 197 | 1,025 | 43,308 | (30,359) | 12,949 |
Segment assets | 234,967 | 14,317 | 6,763 | 256,047 | 61,913 | 317,960 |
Segment liabilities | 214,012 | - | 6,354 | 220,366 | 15,470 | 235,836 |
3 EMPLOYEE BENEFIT EXPENSES
30 Sept 2011£'000 | 30 Sept 2010£'000 | 31 Mar 2011£'000 | |
Staff costs for the Group during the period: | |||
Wages and salaries | 22,319 | 19,910 | 42,245 |
Social security costs | 2,558 | 1,938 | 4,084 |
Share options - value of employee services | 104 | 27 | 46 |
Pension costs: | |||
Defined contribution plans | 1,401 | 1,561 | 2,995 |
Defined benefit plan | 401 | 553 | 854 |
26,783 | 23,989 | 50,224 | |
The comparative figure for wages and salaries for September 2010 has been adjusted to include commission paid to employees.
4 OPERATING PROFIT
The following items have been included in arriving at operating profit:
Depreciation of property, plant and equipment: | |||
- owned assets | 1,057 | 1,052 | 2,204 |
- assets held under finance leases | - | 97 | 7 |
Amortisation of intangible assets | 1,022 | 878 | 1,740 |
Other operating lease rentals | 1,110 | 1,020 | 1,961 |
Financial Services Compensation Scheme levy | 600 | 240 | 2,600 |
5 FINANCE INCOME - NET
30 Sept 2011£'000 | 30 Sept 2010£'000 | 31 Mar 2011£'000 | |
Interest income | 244 | 204 | 444 |
Interest expense: | |||
Interest payable on bank borrowings | (6) | (2) | (5) |
Interest payable on other loans | (29) | (15) | (47) |
Interest payable on finance leases | (1) | (1) | (1) |
Interest and similar charges payable | (36) | (18) | (53) |
Gains and losses on available for sale financial assets | 12 | 22 | 37 |
Finance income - net | 220 | 208 | 428 |
6 TAX EXPENSE
Analysis of charge in the period | |||
Current tax | |||
- Continuing operations | 1,374 | 2,445 | 3,954 |
- Adjustment in respect of prior periods | (209) | 3 | 59 |
Deferred tax | |||
Origination and reversal of timing differences | |||
- Continuing operations | 156 | (269) | (156) |
1,321 | 2,179 | 3,857 | |
7 EARNINGS PER SHARE
The Directors believe that a better reflection of the underlying performance of the Group's ongoing business is given by a number of different measures of earnings per share. "Adjusted earnings" represent earnings before gains and losses on available for sale financial assets, one-off costs and amortisation of customer relationships. This measure is also followed by the analyst community as a benchmark of the Group's on-going performance.
30 Sept 2011 | 30 Sept 2010 | 31 Mar 2011 | |
No. 000 | No. 000 | No. 000 | |
Weighted average number of shares in issue in the period | 45,111 | 44,348 | 44,447 |
Dilution | 148 | - | 44 |
45,259 | 44,348 | 44,491 | |
£'000 | £'000 | £'000 | |
Reported earnings attributable to ordinary shareholders | 3,829 | 5,115 | 9,520 |
Gains and losses on available for sale financial assets | (12) | (22) | (37) |
Amortisation of customer relationships | 1,022 | 878 | 1,740 |
One-off revenue costs relating to new investment teams | 84 | - | - |
Financial Services Compensation Scheme Levy | 600 | - | 2,600 |
Tax on these costs | (440) | (240) | (1,205) |
Adjusted earnings attributable to ordinary shareholders | 5,083 | 5,731 | 12,618 |
Based on reported earnings | |||
Basic earnings per share | 8.49p | 11.53p | 21.42p |
Diluted earnings per share | 8.46p | 11.53p | 21.40p |
Based on adjusted earnings | |||
Basic earnings per share | 11.27p | 12.92p | 28.39p |
Diluted earnings per share | 11.23p | 12.92p | 28.36p |
8 DIVIDENDS PAID
30 Sept 2011£'000 | 30 Sept 2010£'000 | 31 Mar 2011£'000 | |
Final paid of 8.25p per share (2010: 2.25p) | 3,270 | 828 | 828 |
Interim paid of 2.50p per share | - | - | 901 |
3,270 | 828 | 1,729 | |
The Directors are proposing an interim dividend in respect of the six months ended 30 September 2011 of 2.75p per share which will absorb an estimated £1.2 million of shareholders' funds. It will be paid on 22 December 2011 to shareholders who are on the register of members on 25 November 2011.
9 INTANGIBLE ASSETS
Goodwill | Customer relationships | Total | |
£'000 | £'000 | £'000 | |
Cost | |||
1 April 2011 | 25,450 | 14,257 | 39,707 |
Acquisitions | - | 2,257 | 2,257 |
Additions | - | 587 | 587 |
30 September 2011 | 25,450 | 17,101 | 42,551 |
Amortisation | |||
1 April 2011 | - | 5,581 | 5,581 |
Amortisation during the period | - | 1,022 | 1,022 |
30 September 2011 | - | 6,603 | 6,603 |
Net book value | |||
30 September 2011 | 25,450 | 10,498 | 35,948 |
31 March 2011 | 25,450 | 8,676 | 34,126 |
10 PROPERTY, PLANT AND EQUIPMENT
Freehold premises | Long leasehold premises | Short leasehold premises | Office equipment and motor vehicles | Total | |
£'000 | £'000 | £'000 | £'000 | £'000 | |
Cost | |||||
1 April 2011 | 579 | 2,127 | 5,889 | 9,825 | 18,420 |
Additions | - | 159 | 532 | 762 | 1,453 |
Acquisition | - | - | - | 10 | 10 |
30 September 2011 | 579 | 2,286 | 6,421 | 10,597 | 19,883 |
Depreciation | |||||
1 April 2011 | 60 | 1,675 | 3,656 | 6,813 | 12,204 |
Charge for the period | 6 | 21 | 268 | 762 | 1,057 |
30 September 2011 | 66 | 1,696 | 3,924 | 7,575 | 13,261 |
Net book value 30 September 2011 |
513 |
590
|
2,497 |
3,022 |
6,622 |
31 March 2011 | 519 | 452 | 2,233 | 3,012 | 6,216 |
11 AVAILABLE FOR SALE FINANCIAL ASSETS
Listed investments | Unlisted investments | Total | |
£'000 | £'000 | £'000 | |
Fair value | |||
1 April 2011 | 3,129 | 2,094 | 5,223 |
Additions | 104 | - | 104 |
Disposals | (73) | - | (73) |
Revaluation in period | (63) | - | (63) |
Fair value at 30 September 2011 | 3,097 | 2,094 | 5,191 |
12 TRADE AND OTHER RECEIVABLES
30 Sep 2011£'000 | 30 Sep 2010£'000 | 31 Mar 2011£'000 | |
Current | |||
Trade receivables | 145,592 | 194,807 | 220,385 |
Other receivables | 2,239 | 2,391 | 2,203 |
Prepayments and accrued income | 2,512 | 2,404 | 2,132 |
150,343 | 199,602 | 224,720 | |
Non-current | |||
Other receivables | 354 | 277 | 246 |
Prepayments and accrued income | 1,168 | 1,346 | 1,185 |
1,522 | 1,623 | 1,431 | |
13 FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS
Current | |||
Listed investments | 296 | 382 | 170 |
14 CASH AND CASH EQUIVALENTS
Cash at bank | 39,656 | 35,113 | 45,540 |
15 TRADE AND OTHER PAYABLES
30 Sep 2011£'000 | 30 Sep 2010£'000 | 31 Mar 2011£'000 | |
Current | |||
Trade payables | 143,374 | 188,308 | 220,308 |
Other taxes and social security | 2,821 | 2,494 | 2,559 |
Other payables | 1,533 | 4,011 | 3,068 |
Accruals and deferred income | 4,159 | 4,651 | 4,678 |
151,887 | 199,464 | 230,613 | |
Non current | |||
Other payables - deferred consideration | 500 | - | - |
16 BORROWINGS
Current | 30 Sept 2011£'000 | 30 Sept 2010£'000 | 31 Mar 2011£'000 |
4.5% convertible redeemable loan note | - | 173 | 80 |
Obligations under finance leases | 10 | 168 | 14 |
10 | 341 | 94 | |
Non-current | |||
Obligations under finance leases | - | 12 | - |
17 CALLED UP SHARE CAPITAL
30 Sept 2011£'000 | 30 Sept 2010£'000 | 31 Mar 2011£'000 | |
Authorised | |||
80,000,000 ordinary shares of 25p each | 20,000 | 20,000 | 20,000 |
Allotted and fully paid | |||
45,234,163 (44,636,777) ordinary shares of 25p each | 11,309 | 11,159 | 11,265 |
During the period 136,007 (2010/11: 89,267) ordinary shares were issued fully paid following the issue of cash dividends.
During the period 13,281 ordinary shares were issued fully paid for cash at £2.48 each following the exercise of options by employees. These shares had a nominal value of £2,939 and a total consideration of £29,157.
On 30 September 2011 26,135 ordinary shares were issued fully paid for cash at £2.48 each in respect of convertible loan notes of £65,000.
As at 30 September 2011 the following options have been granted and remain outstanding in respect of ordinary shares of 25p in the Company under the Company's Save As You Earn Scheme.
No of shares | Option price | ||
Grant dated 7 March 2011 | 795,042 | £2.51 | |
Exercisable during the six months commencing 1 May 2014 | |||
18 ACQUISITION OF SUBSIDIARY
On 13 May 2011 the Group completed the acquisition of 100% of the issued share capital of Jobson James Financial Services Limited, a financial planning business and wealth manager based in Birmingham. The acquisition will contribute to Charles Stanley's strategic positioning of building a stronger presence in the Midlands.
Details of net assets acquired are as follows:
£'000 | |||
Cash consideration: | |||
Paid on date of acquisition | 1,550 | ||
Paid in September 2011 | 225 | ||
Deferred consideration - payable in May 2012 | 250 | ||
- payable in August 2013 | 250 | ||
- payable in February 2014 | 250 | ||
Total cash consideration | 2,525 | ||
Fair value of assets acquired: | |||
Intangible assets - customer relationships | 2,257 | ||
Property, plant and equipment | 10 | ||
Trade receivables | 161 | ||
Cash and cash equivalents | 423 | ||
Trade payables | (236) | ||
Current tax liabilities | (81) | ||
Deferred tax liabilities | (9) | ||
2,525 | |||
The last two deferred consideration payments are contingent on performance. Depending on performance payments could range between zero and £500,000. No material adjustments were made to the book value of net assets before acquisition. Post acquisition profits to 30 September 2011 were £0.1 million. If Jobson James Financial Services Limited had been a member of the Group since 1 April 2011 revenues would have been £279,000 higher and profit before tax £12,000 higher.
19 RECONCILIATION OF NET PROFIT TO NET CASH GENERATED FROM OPERATIONS
|
30 Sept 2011£'000 |
30 Sept 2010£'000 |
31 Mar 2011£'000 |
| |||
Profit before tax | 5,150 | 7,294 | 13,377 |
Adjustments for: | |||
Depreciation | 1,057 | 1,149 | 2,211 |
Write back of deferred consideration | - | - | (454) |
Amortisation of client lists | 1,022 | 878 | 1,740 |
Share options - value of employee services | 104 | 27 | 46 |
Retirement benefit scheme | (76) | - | (166) |
Dividend income | (66) | (49) | (63) |
Interest income | (244) | (204) | (444) |
Interest expense | 36 | 18 | 53 |
Net change in fair value of available for sale financial assets re-classified to profit/loss | (12) | (22) | (37) |
Changes in working capital: | |||
Increase in financial assets at fair value through profit or loss | (126) | (307) | (95) |
Decrease/(increase) in receivables | 74,448 | (11,610) | (36,537) |
(Decrease)/increase in payables | (79,256) | 5,299 | 38,384 |
| |||
| |||
Cash generated from operations | 2,037 | 2,473 | 18,015 |
20 RETIREMENT BENEFIT OBLIGATIONS
The Group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Group in independently administered funds.
The Group also sponsors the Charles Stanley & Co Ltd Retirement Benefits Scheme ("the Scheme"), which is a funded defined benefit arrangement. A full actuarial valuation of the Scheme was carried out at 13 May 2008 and updated to 30 September 2011 by a qualified actuary, independent of the Scheme's sponsoring employer. The major assumptions used by the actuary are shown below.
The Company currently pays contributions at the rate of 24.3% of pensionable pay plus £243,000 per annum. This rate is net of member contributions of 3% of pensionable pay (nil for Directors).
It is the policy of the Group to recognise all actuarial gains and losses in the year in which they occur outside the income statement and in the statement of comprehensive income.
|
30 Sept 2011£'000 |
30 Sept 2010£'000 |
31 Mar 2011£'000 | ||
| |||||
Fair value of plan assets | 24,032 | 22,576 | 24,836 | ||
Present value of defined benefit obligation | (30,704) | (27,532) | (28,193) | ||
| |||||
Deficit in scheme | (6,672) | (4,956) | (3,357) |
As all actuarial gains and assets are recognised, the deficits shown above are those recognised in the balance sheet.
|
Expected long term rates of return
The expected return on bonds is determined by reference to UK long dated gilt and bond yields at the balance sheet date. The expected rate of return on equities has been determined by setting an appropriate risk premium above gilt/bond yields having regard to market conditions at the balance sheet date.
The expected long term rates of return are as follows:
| Sep 2011 | Mar 2011 |
2010 |
2009 |
2008 |
| % per annum | % per annum | % per annum | % per annum | % per annum |
| |||||
Equities | 7.50 | 7.50 | 6.75 | 7.25 | 6.75 |
Bonds | 5.55 | 5.50 | 4.75 | 6.35 | 5.50 |
Cash | 3.25 | 4.30 | 4.00 | 4.25 | 4.00 |
Overall for scheme | 6.10 | 6.36 | 5.65 | 6.12 | 5.78 |
Assumptions
Inflation | 2.90 | 3.40 | 3.50 | 3.10 | 3.70 |
Salary increases | 3.00 | 3.00 | 3.00 | 3.00 | 3.00 |
Rate of discount | 5.10 | 5.55 | 5.66 | 6.50 | 6.35 |
Allowance for pension in payment increases of RPI or 5% p.a. if less |
2.85 |
3.35 |
3.45 |
3.05
|
3.65 |
Allowance for revaluation of deferred pensions of RPI or 5% p.a. if less |
2.90 |
3.40 |
3.50 |
3.10 |
3.70 |
The Occupational Pensions (Revaluation) Order 2010 issued in July 2010 confirmed the government's intention to move to using the Consumer Price Index ("CPI") rather than the Retail Price Index ("RPI") as the inflation measure for determining the minimum pension increases to be applied to the statutory index-linked features of retirement benefits. Charles Stanley continued to use RPI in calculating the liability as at 30 September 2011.
The mortality assumptions adopted at 30 September 2011 imply the following life expectations at age 65:
Male retiring at age 65 in 2011 22.5 years
Female retiring at age 65 in 2011 25.0 years
Male retiring at age 65 in 2031 24.4 years
Female retiring at age 65 in 2031 26.8 years
Best estimate of contributions to be paid to plan for the year ending 31 March 2012
The best estimate of contributions (employer and employee) to be paid to the plan for the year ending 31 March 2012 is £1,020,000 (2011: £990,000).
DIRECTORS' RESPONSIBILITY STATEMENT
We confirm that to the best of our knowledge:
o The condensed set of financial statements has been prepared in accordance with IAS 34 'Interim Financial Reporting' as adopted by the EU;
o The interim management report includes a fair review of the information required by:
a) DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events during the first six months of the financial year and their impact on the condensed set of financial statements; and a description of principal risks and uncertainties for the remaining six months of the year; and
b) DTR 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the first six months of the current financial year and that have materially affected the financial position or performance of the entity during that period; and any changes in the related party transactions described in the last annual report that could do so.
On behalf of the board:
JAMES RAWLINGSON
FINANCE DIRECTOR
10 November 2011
INDEPENDENT REVIEW REPORT TO CHARLES STANLEY GROUP PLC
Introduction
We have been engaged by the company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 30 September 2011 which comprises the condensed consolidated interim income statement, condensed consolidated interim statement of comprehensive income, condensed consolidated interim statement of financial position, condensed consolidated interim statement of changes in equity, condensed consolidated interim statement of cash flows and the related explanatory notes. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.
This report is made solely to the company in accordance with the terms of our engagement to assist the company in meeting the requirements of the Disclosure and Transparency Rules ("the DTR") of the UK's Financial Services Authority ("the UK FSA"). Our review has been undertaken so that we might state to the company those matters we are required to state to it in this 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 for our review work, for this report, or for the conclusions we have reached.
Directors' responsibilities
The half-yearly financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half-yearly financial report in accordance with the DTR of the UK FSA.
As disclosed in note 1 to the financial statements, the annual financial statements of the Group are prepared in accordance with IFRSs as adopted by the EU. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with IAS 34 'Interim Financial Reporting' as adopted by the EU.
Our responsibility
Our responsibility is to express to the company a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review.
Scope of review
We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity' issued by the Auditing Practices Board for use in the UK. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 30 September 2011 is not prepared, in all material respects, in accordance with IAS 34 as adopted by the EU and the DTR of the UK FSA.
Mike Peck
For and on behalf of KPMG Audit Plc
Chartered Accountants
15 Canada Square
London E14 5GL
10 November 2011
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