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Half Yearly Report

6th Aug 2013 07:00

RNS Number : 0037L
esure Group plc
06 August 2013
 

 

6 August 2013

 

esure Group plc interim results for the six months ended 30 June 2013

 

esure Group plc ("the Group") today announces interim results with gross written premiums up 6.7% to £265.4m and profit after tax up 16.9% to £44.3m.

 

Financial highlights

 

·; Gross written premiums up 6.7% to £265.4m (1H 2012: £248.8m)

·; In-force policies up 5.5% to 1.855 million (FY 2012: 1.759 million)

·; Trading profit1 up 7.2% to £65.2m (1H 2012: £60.8m)

·; Profit before tax up 15.2% to £56.9m (1H 2012: £49.4m)

·; Combined operating ratio2 improved by 4.8ppts to 89.6% (1H 2012: 94.4%)

·; Additional Services Revenue ("ASR")3 up 2.8% to £51.0m (1H 2012: £49.6m)

- ASR excluding Claims Income3 up 8.9% to £45.4m (1H 2012: £41.7m)

·; Pro forma earnings per share4 up 16.9%5 to 10.6 pence (1H 2012: 9.1 pence)

·; Interim dividend per share of 2.5p (1H 2012: nil), a payout ratio of 70% (1H 2012: nil) reflecting the strong operational performance and financial position of the Group.

 

Peter Wood, Chairman of esure Group plc, commented:

 

"Our first interim results as a listed company show continued volume and profit growth with improvements in our combined operating ratio and underwriting performance. Our strategy has enabled us to adapt well to our changing marketplace and has stood us in good stead.

 

"We have been listed for three months and are pleased to declare an interim dividend of 2.5 pence per share, representing a payout ratio of 70%."

 

Stuart Vann, Chief Executive Officer of esure Group plc, commented:

"The first half of 2013 has yielded good results for our business with some expected developments starting to bear fruit for the Group. Our retention of Sheilas' Wheels customers following the ECJ gender-neutral pricing changes in December 2012 is yielding the predicted benefits. The Government's civil justice reforms earlier this year are starting to show promising trends in the efforts to reduce gratuitous personal injury claims; however, it's still early days.

 "Gross written premiums and profit after tax are both showing steady improvements, the Group remains prudently reserved and we continue to work on further enhancing our pro-consumer additional insurance products. We are pleased with our progress in a competitive market through our nimble, focused and adaptable approach."

For further information:

 

Adrian Webb

Head of Marketing & Corporate Communicationst: 01737 641000e: [email protected]

 

Nick Wrighton

Head of Corporate Finance & Investor Relations

t: 01737 235164e: [email protected]

 

Chris Barrie/Grant Ringshaw

Citigate Dewe Rogerson

t: 0207 638 9571

e: [email protected]

 

 

Notes

 

1. Trading profit is defined as earnings before interest, non-trading costs, amortisation of acquired intangible assets and tax. Trading profit is a non-IFRS measure which management uses to evaluate Group performance. It may not be comparable with similarly titled measures used by other companies.

 

2. Combined operating ratio is calculated as the sum of the net loss ratio and net expense ratio. Net loss ratio is claims incurred, net of reinsurance as a percentage of earned premiums, net of reinsurance. Net expense ratio is net insurance expenses plus claims handling costs as a percentage of earned premiums, net of reinsurance.

 

3. Additional Services Revenue includes four main components: (i) sales of underwritten and non-underwritten additional insurance products to motor and home insurance customers; (ii) instalment interest on premium payment plans; (iii) policy administration fees; and (iv) legal panel membership fees and fees generated from the appointment of firms used during the claims process, including medical, vehicle repair and car hire suppliers ("Claims Income"). Additional Services Revenue is stated before the deduction of any internal costs of acquisition or administration. Non-underwritten Additional Insurance Products revenue represents the commission margins for the Group generated from sales of such products. Underwritten Additional Services Revenue is stated after the deduction of claims costs. Additional Services Revenue is a non-IFRS measure which management uses to evaluate Group performance. It may not be comparable with similarly titled measures used by other companies.

 

4. Pro forma earnings per share is calculated as profit after tax divided by the number of Ordinary Shares in issue on Admission and as at 30 June 2013.

 

5. Pro forma earnings per share growth has been calculated using pro forma earnings per share to two decimal places.

 

 

About esure

The Group is a UK-focused personal lines insurer founded in 2000 by Peter Wood, the foremost general insurance entrepreneur in the UK and the Group's Chairman. The Group also owns 50 per cent of top-four UK insurance price comparison website, Gocompare.com. The Group has established a strong platform for growth and a track record of profitability.

 

Cautionary statement

 

Certain statements made in this announcement are forward-looking statements. Such statements are based on current expectations and assumptions and are subject to a number of known and unknown risks and uncertainties that may cause actual events or results to differ materially from any expected future events or results expressed or implied in these forward-looking statements. Persons receiving this announcement should not place undue reliance on forward-looking statements. Unless otherwise required by applicable law, regulation or accounting standard, esure does not undertake to update or revise any forward-looking statements, whether as a result of new information, future developments or otherwise. 

  

Business overview

 

The Group was successfully admitted to the premium segment of the London Stock Exchange on 27 March 2013 ("Admission"), before entering the FTSE 250 on 21 June 2013. The Group is now debt free after using the proceeds from the issuance of 17,241,380 new Ordinary Shares upon Admission to repay £50m of Perpetual Subordinated Loan Notes.

 

The Group has made a positive start to the first half of 2013 which continued to provide challenges and opportunities in both the motor and home markets on the back of a highly competitive environment and regulatory developments. The Group has not been immune to the rating environment but despite this has continued to grow both the top and bottom line through a nimble, focused and adaptable approach.

 

The European Court of Justice ("ECJ") ruling on gender-neutral pricing came into effect on 21 December 2012 providing the Group with advantages in its predominantly-female Sheilas' Wheels motor book. Females have experienced the greatest level of rating increases in the motor market, particularly for younger drivers, and the Group has been able to price competitively on renewal, providing a benefit to both customers and the Group.

 

Civil justice reforms have provided the Group with a unique opportunity to start growing carefully the motor portfolio into market segments previously exited during the personal injury phenomenon of 2009/10. The Legal Aid, Sentencing and Punishment of Offenders Act 2012 ("LASPO") banned the payment and receipt of referral fees in personal injury cases. In addition, civil justice reforms reduced the level of legal fixed costs. Whilst a temporary increase in personal injury claims was noted pre LASPO, there have been encouraging indications of improvement, but it's still early days.

 

The home portfolio has performed well with a strong underwriting performance and continues to provide a good source of diversified income.

 

The roll-out of the Group's new bespoke claims management system was completed during quarter one. The Group launched two new additional insurance products in 2012 and continues to develop and evolve the way in which these products are sold, including the introduction of motor excess protection cover in January 2013 and travel cover to be launched in late 2013. The Group's esure and Sheilas' Wheels branded Broker service which enables the Group, via a panel of selected third party motor insurers, to underwrite beyond its own underwriting risk parameters and provides a platform for the Group's telematics offering following the launch of Sheilas' Wheels Broker Model Driver in January 2013. The Group continues to further develop its distribution capability via its R&D function in areas such as social media and recent IT enhancements to enable customers to generate esure and Sheilas' Wheels insurance quotes and purchase policies quickly and easily via smartphones and tablets.

 

 

Outlook

 

The UK personal lines motor market has seen an increase in price competitiveness as demonstrated in the recently published indices which show significant rate reductions. This has been most noticeable during the latter part of quarter two and into quarter three.

 

The Group continues to target profitable business through its underwriting discipline as well as its nimble, focused and adaptable approach to market conditions. The Group has reported a strong combined operating ratio of 89.6% and sees a number of positive trends including early encouraging signs for claims performance post LASPO; a favourable impact from our new and innovative claims system; and continued benefits from our female focused brand, Sheilas' Wheels, as well as a strong home underwriting performance.

 

In light of market conditions, the Group now expects full year premium growth to be lower than that achieved in the first half of the year. However, the positive factors outlined above should serve substantially to mitigate any earnings impact from the lower premium growth.

Financial highlights

 

1H 2013

1H 2012

FY 2012

1H 2013v 1H 2012

£m

£m

£m

Gross written premiums

265.4

248.8

515.0

6.7%

Motor

221.9

207.7

429.0

6.8%

Home

43.5

41.1

86.0

5.8%

Trading profit

65.2

60.8

138.1

7.2%

Motor underwriting

18.3

16.4

30.5

11.6%

Home underwriting

6.6

(3.2)

4.2

306.3%

Non-underwritten additional services

26.1

26.2

51.7

(0.4%)

Investments

14.2

21.4

51.7

(33.6%)

Profit before tax

56.9

49.4

115.5

15.2%

Profit after tax

44.3

37.9

88.1

16.9%

 

Gross written premiums

 

Gross written premiums have increased by 6.7% to £265.4m (1H 2012: £248.8m). Motor gross written premiums grew by 6.8% to £221.9m (1H 2012: £207.7m), against a backdrop of competitive market conditions. This has been driven by natural growth from the strength of our brands and distribution strategy as well as an increase in the retention rate on the Sheilas' Wheels book following the introduction of gender-neutral pricing and, following the introduction of the first of the civil justice and LASPO reforms in April 2013, the Group's planned re-entry to certain segments of the UK motor insurance market that it had exited between 2009 and 2011 as a result of the increase in personal injury claims.

 

Home gross written premiums grew by 5.8% to £43.5m (1H 2012: £41.1m) benefiting from the Group's competitive pricing for new customers predominantly via price comparison websites and for existing customers upon renewal.

 

Trading profit

 

Trading profit increased by 7.2% to £65.2m (1H 2012: £60.8m) largely driven by a strong underwriting performance. The 1H 2012 result included a number of exceptional items1 and adjusting for these items the trading profit is up 4.8% from £62.2m.

 

The motor underwriting result of £18.3m is £1.9m better than 1H 2012 largely reflecting the benefit from normal weather in 1H 2013.

 

The home underwriting result of £6.6m is £9.8m better than 1H 2012 reflecting a £6.0m benefit from normal weather in 1H 2013, higher premium volumes and a good period for claims frequency.

 

Profits from non-underwritten additional services were broadly stable in the period at £26.1m. An increase in instalment income and administration fees has been offset by a reduction in Claims Income following the ban on the payment or receipt of personal injury referral fees for legal services, which was effective from 1 April 2013 as part of the civil justice and LASPO reforms.

 

Investments performed broadly in line with expectations at £14.2m, but £7.2m lower than 1H 2012 which benefited from an exceptional investment income return. Investment income of £7.5m, represents a return of 1.1%, and reflects a solid return in volatile market conditions during the later part of quarter two. The trading profit from the Group's 50% holding in Gocompare.com Holdings Limited ("Gocompare.com") was up 4.7% to £6.7m (1H 2012: £6.4m), with the group receiving an interim dividend from Gocompare.com of £2.75m.

1 Normalised 1H 2012 trading profit - £62.2m (adjustments of £8.0m exceptional weather, £7.1m exceptional investment income gain and £0.5m incremental broker expenses)

Profit before tax

 

Profit before tax grew 15.2% to £56.9m. In addition to the improvement in trading profit, the Group has also benefited from a reduction in finance costs following the repayment of all outstanding debt in March 2013 and a reduction in the amortisation of acquired intangibles compared to 1H 2012.

 

Profit after tax

 

Profit after tax has increased 16.9% to £44.3m. The Group incurred an effective tax rate of 22.1% (1H 2012: 23.3%). The corporation tax rate has changed from 24% to 23% with effect from 1 April 2013.

 

 

Key performance indicators

 

1H 2013

1H 2012

FY 2012

1H 2013v 1H 2012

Combined operating ratio

89.6%

94.4%

92.8%

4.8ppts

Net loss ratio

65.7%

70.4%

69.2%

4.7ppts

Motor

67.6%

68.6%

70.0%

1.0ppts

Home

56.1%

80.1%

64.5%

24.0ppts

Net expense ratio

23.9%

24.0%

23.6%

0.1ppts

In-force policies ("IFPs") (000s)

1,855

1,701

1,759

5.5%*

Motor

1,328

1,221

1,255

5.8%*

Home

527

480

504

4.6%*

 ASR (£m)

51.0

49.6

104.1

2.8%

of which underwritten (£m)

16.5

14.6

31.2

13.0%

of which non-underwritten (£m)

34.5

35.0

72.9

(1.4%)

ASR per IFP (£)1

59.2

58.9

60.6

(2.3)%*

ASR per IFP excluding Claims Income (£)

51.9

48.6

51.6

0.6%*

Pro forma earnings per share (pence)

10.6

9.1

21.1

16.9%

Dividend per share (pence)

2.5

nil

nil

n/a

 

* Movement is calculated against FY 2012

1 ASR per IFP is calculated on a rolling 12 months basis. The average number of in-force policies on a rolling 12 month basis as at 30 June 2013 was 1.783m, 1.652m as at 30 June 2012 and 1.718m as at 31 December 2012.

 

Combined operating ratio

 

The combined operating ratio of 89.6% is 4.8ppts better than 1H 2012 driven by an improvement in the net loss ratio. The 1H 2012 net loss ratio included 3.4ppts in relation to exceptional weather claims and thus the improvement in the underlying net loss ratio is 1.3ppts. The net expense ratio of 23.9% is 0.1ppts better than 1H 2012 and the Group maintains its focus on carefully managing its cost base.

 

In-force policies

 

In-force policies have increased by 5.5% to 1.855m since the end of 2012. Motor has increased by 73,000 polices (5.8%) through a combination of natural growth, the increased retention in the Sheilas' Wheels portfolio and following the introduction of the first of the civil justice and LASPO reforms in April 2013, the Group's planned re-entry to certain segments of the UK motor insurance market that it had exited between 2009 and 2011 as a result of the increase in personal injury claims. Home has increased by 23,000 policies (4.6%). The Group's focus remains on targeting profitable motor and home growth within our underwriting risk appetite, rather than simply to gain market share.

 

Additional Services Revenue

 

ASR has grown 2.8% to £51.0m (1H 2012: £49.6m) through increased sales of additional insurance products underwritten by the Group as well as growth in instalment income and administration fees in line with IFP growth, partly offset by the reduction in Claims Income post LASPO.

 

ASR per IFP of £59.2 is £0.3 up on 1H 2012 but £1.4 down on FY 2012, with the reduction since FY 2012 largely reflecting the reduction in Claims Income. On an adjusted basis (excluding Claims Income) ASR per IFP has grown to £51.9 compared to £51.6 for the full year 2012.

 

Pro forma earnings per share

 

Pro forma earnings per share have increased 16.9% from 9.1 pence per share at 1H 2012 to 10.6 pence per share at 1H 2013.

 

Dividend per share

 

An interim dividend of 2.5 pence per share (2012: nil) has been declared and approved by the Board. The dividend comprises a 1.8 pence base dividend and a further special dividend of 0.7 pence.

 

The interim dividend represents a pro-rata amount equal to half of the interim dividend which would have been paid if the company had been listed for the full six months of the interim period.

 

The special dividend has been calculated with reference to the economic capital requirements of the Group and its subsidiaries, with excess capital above what is required (including an appropriate buffer) distributed as a dividend to shareholders.

 

The interim dividend will be paid on 17 October 2013 to all holders of Ordinary Shares on the Register of Members at close of business on 20 September 2013.

 

Investment Portfolio and Income

 

As at

As at

As at

30 June

30 June

31 December

1H 2013

2013

2012

2012

v FY 2012

£m

£m

£m

Fixed income securities, money market, derivatives and cash

724.7

735.0

789.2

(8.2%)

Equities and equity funds

9.2

31.7

29.4

(68.7%)

Total1

733.9

766.7

818.6

(10.3%)

 

1H 2013

1H 2013

1H 2012

FY 2012

v 1H 2012

Investment income

7.5

15.0

39.4

(50.0%)

Interest and other income

8.3

8.0

17.1

3.8%

Investment charges

(1.1)

(0.7)

(1.7)

57.1%

Net gains and losses on investments

0.3

7.6

24.0

(96.1%)

Investment return

1.1%

2.0%

5.2%

(45.0%)

Investment return (excluding equities)

0.5%

1.5%

3.6%

(66.7%)

 

1 Represents total financial assets less insurance and other receivables as disclosed in note 7.1 to the financial statements.

The reduction in investments of 10.3% since FY 2012 to £733.9m is predominantly driven by the repayment of £84.9m of capital instruments upon Admission. The Group continues to have no direct exposure to Eurozone sovereign debt or to the economies of Portugal, Ireland, Italy, Greece, Spain or Cyprus. The portfolio remains of short duration (1 year) with 87% of assets having a credit rating of 'A' or above.

 

The portfolio performed in line with expectations during 1H 2013, despite significant market volatility in the later part of quarter two. Overall, interest income has been broadly in line with 1H 2012 year, with fair value gains on investments being significantly lower than the exceptional gains seen in H1 2012.

 

Reserving

 

The Group continues to benefit from favourable development of prior accident year reserves, with total prior year releases of £36.9m in 1H 2013 (1H 2012: £35.0m). The Group continues to adopt a prudent approach to reserving and total net reserves remain in excess of 15% above the actuarial best estimate.

 

Further analysis of claims development is included within note 8 to the financial statements.

 

 

Principal risks and uncertainties

 

To the best of the directors' knowledge the principal risks and uncertainties of the Group for the remaining six months of the year are outlined in note 12 to the financial statements.

  

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Reviewed

Unreviewed

Audited

6 months ended

6 months ended

Year ended

30 June 2013

30 June 2012

31 Dec 2012

Note

£m

£m

£m

Gross written premiums

265.4

248.8

515.0

Gross earned premiums

257.3

250.5

511.7

Earned premiums, ceded to reinsurers

(17.1)

(15.2)

(31.5)

Earned premiums, net of reinsurance

240.2

235.3

480.2

Investment income and instalment interest

21.9

28.4

67.9

Fees for additional services

20.2

21.9

44.4

Total income

282.3

285.6

592.5

Claims incurred and claims handling expenses

(180.3)

(174.4)

(413.4)

Claims incurred recoverable from reinsurers

15.1

(0.1)

64.0

Claims incurred, net of reinsurance

(165.2)

(174.5)

(349.4)

Insurance expenses

(50.2)

(47.6)

(96.1)

Other operating expenses

(12.2)

(13.3)

(29.6)

Total expenses

(227.6)

(235.4)

(475.1)

Share of profit after tax of joint venture

4.4

3.6

7.3

Finance costs

(2.2)

(4.4)

(9.2)

Profit before tax

56.9

49.4

115.5

Taxation expense

(12.6)

(11.5)

(27.4)

Profit attributable to the owners of the parent

44.3

37.9

88.1

Other comprehensive income

-

-

-

Total comprehensive income for the period attributable to owners of the parent

44.3

37.9

88.1

Earnings per share (pence per share)

- Ordinary Shares, basic and diluted

6

1.20

0.43

0.99

 

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 

Reviewed

Unreviewed

Audited

As at

As at

As at

30 June 2013

30 June 2012

31 Dec 2012

Note

£m

£m

£m

Assets

Intangible assets

15.0

18.3

16.6

Deferred acquisition costs

27.8

22.4

25.9

Property, plant and equipment

13.3

14.3

13.4

Investment in joint venture

39.2

39.4

37.6

Financial investments

7

693.5

735.7

779.2

Reinsurance assets

8

244.4

171.5

233.4

Insurance and other receivables

198.1

150.2

169.0

Cash and cash equivalents

40.4

31.0

39.4

Total assets

1,271.7

1,182.8

1,314.5

Equity and liabilities

Share capital

9

0.3

85.2

85.2

Share premium account

9

44.2

0.0

0.0

Capital redemption reserve

9

44.9

-

-

Retained earnings

145.2

95.7

145.9

Total equity

234.6

180.9

231.1

Liabilities

Insurance contract liabilities

8

952.8

873.5

947.4

Borrowings

-

50.0

50.0

Insurance and other payables

70.0

64.9

69.4

Deferred tax liabilities

0.6

0.7

0.5

Derivative financial liabilities

7

1.2

0.7

0.3

Current tax liabilities

12.5

12.1

15.8

Total liabilities

1,037.1

1,001.9

1,083.4

Total equity and liabilities

1,271.7

1,182.8

1,314.5

  

 

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

Attributable to owners of the parent

Share capital

Share premium account

Capital Redemption Reserve

Retained earnings

Total equity

Note

£m

£m

£m

£m

£m

Unreviewed

6 months ended 30 June 2012

At 1 January 2012

85.2

0.0

-

57.8

143.0

Profit for the period

-

-

-

37.9

37.9

Total comprehensive income for the period

-

-

-

37.9

37.9

Transactions with owners:

Issue of share capital

-

-

-

-

-

Total transactions with owners

-

-

-

-

-

At 30 June 2012

85.2

0.0

-

95.7

180.9

Audited

Year ended 31 December 2012

At 1 January 2012

85.2

0.0

-

57.8

143.0

Profit for the year

-

-

-

88.1

88.1

Total comprehensive income for the year

-

-

-

88.1

88.1

Transactions with owners:

Issue of share capital

-

-

-

-

-

Total transactions with owners

-

-

-

-

-

At 31 December 2012

85.2

0.0

-

145.9

231.1

Reviewed

6 months ended 30 June 2013

At 1 January 2013

85.2

0.0

-

145.9

231.1

Profit for the period

-

-

-

44.3

44.3

Total comprehensive income for the period

-

-

-

44.3

44.3

Transactions with owners:

Issue of share capital

9

0.0

50.0

-

-

50.0

Transaction costs of issue

-

(5.8)

-

-

(5.8)

Priority return

-

-

-

(0.6)

(0.6)

Share repurchase

9

(44.9)

-

44.9

(44.9)

(44.9)

Capital reduction

9

(40.0)

-

-

-

(40.0)

Share-based payments

-

-

-

0.5

0.5

Deferred tax on share-based payments

-

-

-

0.0

0.0

Total transactions with owners

(84.9)

44.2

44.9

(45.0)

(40.8)

At 30 June 2013

0.3

44.2

44.9

145.2

234.6

 

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

Reviewed

Unreviewed

Audited

6 months ended30 June 2013

6 months ended30 June 2012

Year ended 31 Dec 2012

Cash flows from operating activities

Note

£m

£m

£m

Profit after tax for the period

44.3

37.9

88.1

Adjustments to reconcile profit after tax to net cash flows:

- Finance costs

2.2

4.4

9.2

- Depreciation and revaluation of property, plant and equipment

0.5

0.7

2.1

- Amortisation of intangible assets

1.8

1.9

4.0

- Unrealised investment gains

(4.6)

(8.4)

(24.1)

- Share scheme charges

0.5

-

-

- Share of profit after tax of joint venture

(4.4)

(3.6)

(7.3)

- Taxation expense

12.6

11.5

27.4

- Interest and dividends receivable on financial investments

(8.2)

(8.0)

(16.6)

- Interest receivable

(14.4)

(13.4)

(28.5)

- Realised losses

4.2

0.4

-

 

Operating cash flows before movements in working capital, tax and interest paid

34.5

23.4

 

 

54.3

Sales of financial investments

348.0

362.4

538.2

Purchase of financial investments

(260.9)

(364.0)

(567.0)

Interest and dividends received on financial investments

9.1

7.9

16.0

Interest received

16.4

14.4

29.0

Changes in working capital:

- Increase in insurance and other receivables

(31.7)

(11.1)

(21.2)

- (Decrease) / increase in insurance contract liabilities and insurance and other payables

(7.2)

9.7

14.3

Taxation paid

(15.8)

(6.2)

(18.5)

Net cash generated in operating activities

92.4

36.5

45.1

Cash flows from investing activities

Dividends received from Joint Venture

2.8

-

5.5

Purchase of PPE and software

(0.7)

(0.6)

(1.5)

Net cash from investing activities

2.1

(0.6)

4.0

Cash flows used in financing activities

Issue of Share Capital

9

50.0

-

 -

Transaction costs of issue

9

(5.8)

Share repurchase

9

(44.9)

-

-

Capital reduction

9

(40.0)

-

-

Interest paid

(2.2)

(5.4)

(10.2)

Repayment of loans

(50.6)

(32.0)

(32.0)

Net cash used in financing activities

(93.5)

(37.4)

(42.2)

Net increase / (decrease) in cash and cash equivalents

1.0

(1.5)

6.9

Cash and cash equivalents at the beginning of the period

39.4

32.5

32.5

Cash and cash equivalents at the end of the period

40.4

31.0

39.4

 

 

NOTES TO THE FINANCIAL STATEMENTS

for the six months ended 30 June 2013

 

1. General information

esure Group plc is a Company incorporated in England and Wales. Its registered office is The Observatory, Reigate, Surrey RH2 0SG.

The nature of the Group's operations is the writing of general insurance for private cars and homes. The Company's principal activity is that of a holding Company.

All of the Company's subsidiaries are located in the United Kingdom, except for esure S.L.U, which is incorporated in Spain.

 

2. Accounting policies

Basis of preparation

These condensed consolidated interim financial statements present the Group's financial information for the six months ended 30 June 2013 and have been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by the European Union (EU). They do not include all of the information required for full annual financial statements, and should be read in conjunction with the consolidated financial statements of the Group as at the year ended 31 December 2012 which are prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the EU.

As required by the FCA's Disclosure and Transparency Rules, the condensed set of financial statements has been prepared applying the accounting policies and presentation that were applied in the preparation of the Group's published consolidated financial statements for the year ended 31 December 2012.

There have been no new or revised standards adopted by the Group during this period other than the adoption of IFRS 13 Fair Value Measurement with effect from 1 January 2013. There has been no material impact on results from applying this standard to the results of any period presented in these condensed interim financial statements. There have been no changes to the presentation of financial assets and liabilities.

These condensed interim financial statements have been prepared on a going concern basis. In considering the appropriateness of this assumption, the Board has reviewed the Group's projections for the next twelve months and beyond, including cash flow forecasts and regulatory capital surpluses. Consequently, the directors believe that the Group has adequate resources to continue in operational existence for the foreseeable future.

The financial information contained in these interim results does not constitute statutory accounts of esure Group plc within the meaning of Section 435 of the Companies Act 2006. Statutory accounts for esure Group plc for the year ended 31 December 2012 have been delivered to the Registrar of Companies. The auditors have reported on the accounts, their report was:

(i) Unqualified;

(ii) did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying their report; and

(iii) did not constitute a statement under Section 498 (2) or (3) of the Companies Act 2006.

The Group was previously unlisted and was not, therefore, required to prepare a half-yearly report. This is the first half yearly report for esure Group plc containing a condensed set of financial statements. As a consequence the review procedures set out in the Independent Review Report on page 37 have not been performed in respect of the comparative period for the six months ended 30 June 2012.

 

 

 

 

 

 

NOTES TO THE FINANCIAL STATEMENTS

for the six months ended 30 June 2013

 

3. Critical accounting judgements and estimates

The Group's 2012 financial statements provide details of significant judgements and estimates used in the application of the Group's accounting policies. There have been no significant changes to the judgements and estimates during the interim period.

Key source of estimation uncertainty

Insurance contract liabilities

Estimates have to be made both for the expected ultimate cost of claims reported at the reporting date and for the expected ultimate cost of claims incurred but not reported (IBNR) at the reporting date. It can take a significant period of time before ultimate claims cost can be established with certainty and for some types of claims, IBNR claims account for the majority of the liability in the statement of financial position.

The ultimate cost of outstanding claims is estimated by carrying out standard actuarial projections on triangles of number of reported claims, claims paid and incurred claims as at the reporting date for each type of claim.

The main assumption underlying these techniques is that a Company's past claims development experience can be used to project future claims development and hence ultimate claims cost.

Similar judgements, estimates and assumptions are employed in the assessment of adequacy of provisions for unearned premium and hence whether there is a requirement for an unexpired risk provision.

 

NOTES TO THE FINANCIAL STATEMENTS

for the six months ended 30 June 2013

 

4. Segmental information

 

Segmental revenues, expenses and other information

An analysis of the Group's results by reportable segment is shown below:

Reviewed

Six months ended 30 June 2013

Motor underwriting

Home underwriting

Non-underwritten additional Services

Investments

Total

£m

£m

£m

£m

£m

Gross written premiums

221.9

43.5

-

-

265.4

Earned premiums, net of reinsurance

199.9

40.3

-

-

240.2

Investment income

-

-

-

7.5

7.5

Instalment interest income

-

-

14.4

-

14.4

Fees for additional services

-

-

20.2

-

20.2

Total income

199.9

40.3

34.6

7.5

282.3

Net incurred claims

(135.2)

(22.6)

-

-

(157.8)

Claims handling costs

(6.4)

(0.9)

-

-

(7.3)

Insurance expenses

(40.0)

(10.2)

-

-

(50.2)

Other operating expenses (excl. amortisation of intangibles)

-

-

(8.5)

-

(8.5)

Total Expenses

(181.6)

(33.7)

(8.5)

-

(223.8)

Share of joint venture profit (gross of tax and amortisation)

6.7

6.7

Trading profit

18.3

6.6

26.1

14.2

65.2

Amortisation of acquired intangibles

(2.3)

Non-trading costs

(2.2)

Finance costs

(2.2)

Profit before taxation

58.5

Tax expense

(14.2)

Profit after taxation

44.3

Net expense ratio

23.2%

27.5%

23.9%

Net loss ratio

67.6%

56.1%

65.7%

Combined operating ratio

90.8%

83.6%

89.6%

 

The Group incurred non-trading costs of £1.7m in respect of activities associated with the listing of the Company, and a share based payment charge in respect of the long service and one-off awards disclosed in note 10. Additionally, the Group incurred £5.8m of transaction costs which were charged directly to equity as disclosed in note 9. 

 

NOTES TO THE FINANCIAL STATEMENTS

for the six months ended 30 June 2013

 

4. Segmental information (continued)

 

Unreviewed

Six months ended 30 June 2012

Motor underwriting

Home underwriting

Non-underwritten additional Services

Investments

Total

£m

£m

£m

£m

£m

Gross written premiums

207.7

41.1

-

-

248.8

Earned premiums, net of reinsurance

198.2

37.1

-

-

235.3

Investment income

-

-

-

15.0

15.0

Instalment interest income

-

-

13.4

-

13.4

Fees for additional services

-

-

21.9

-

21.9

Total income

198.2

37.1

35.3

15.0

285.6

Net incurred claims

(136.0)

(29.7)

-

-

(165.7)

Claims handling costs

(7.9)

(0.9)

-

-

(8.8)

Insurance expenses

(37.9)

(9.7)

-

-

(47.6)

Other operating expenses (excl. amortisation of intangibles)

-

-

(9.1)

-

(9.1)

Total Expenses

(181.8)

(40.3)

(9.1)

-

(231.2)

Share of joint venture profit (gross of tax and amortisation)

6.4

6.4

Trading profit

16.4

(3.2)

26.2

21.4

60.8

Amortisation of acquired intangibles

(2.8)

Non-trading costs

(2.6)

Finance costs

(4.4)

Profit before taxation

51.0

Tax expense

(13.1)

Profit after taxation

37.9

Net expense ratio

23.1%

28.6%

24.0%

Net loss ratio

68.6%

80.1%

70.4%

Combined operating ratio

91.7%

108.6%

94.4%

 

NOTES TO THE FINANCIAL STATEMENTS

for the six months ended 30 June 2013

 

4. Segmental information (continued)

 

Audited

Year ended 31 December 2012

Motor underwriting

Home underwriting

Non-underwritten additional Services

Investments

Total

£m

£m

£m

£m

£m

Gross written premiums

429.0

86.0

-

-

515.0

Earned premiums, net of reinsurance

403.2

77.0

-

-

480.2

Investment income

-

-

-

39.4

39.4

Instalment interest income

-

-

28.5

-

28.5

Fees for additional services

-

-

44.4

-

44.4

Total income

403.2

77.0

72.9

39.4

592.5

Net incurred claims

(282.4)

(49.7)

-

-

(332.1)

Claims handling costs

(15.5)

(1.8)

-

-

(17.3)

Insurance expenses

(74.8)

(21.3)

-

-

(96.1)

Other operating expenses (excl. amortisation of intangibles)

-

-

(21.2)

-

(21.2)

Total Expenses

(372.7)

(72.8)

(21.2)

-

(466.7)

Share of joint venture profit (gross of tax and amortisation)

12.3

12.3

Trading profit

30.5

4.2

51.7

51.7

138.1

Amortisation of acquired intangibles

(5.2)

Non-trading costs

(5.2)

Finance costs

(9.2)

Profit before taxation

118.5

Tax expense

(30.4)

Profit after taxation

88.1

Net expense ratio

22.4%

30.0%

23.6%

Net loss ratio

70.0%

64.5%

69.2%

Combined operating ratio

92.4%

94.5%

92.8%

 

Reconciliation of segmental information to IFRSs statement of comprehensive income

 

The Group's segmental information presents amortisation of acquired intangible assets separately from other operating expenses.

 

Additionally, the Group's share of joint venture profit is presented before tax and amortisation. These items, which are presented within share of profit after tax of joint venture in the condensed consolidated income statement are presented within amortisation of acquired intangible assets and tax expense in the segmental information.

  

NOTES TO THE FINANCIAL STATEMENTS

for the six months ended 30 June 2013

 

5. Dividends

No dividends were declared in the six months ended 30 June 2013 by the Company. Subsequent to the interim period end, an interim dividend per share of 2.5p was declared by the Board of directors.

6. Earnings per share

Basic

Basic earnings per share is calculated by dividing the earnings attributable to the owners of the Company and the weighted average of Ordinary Shares in issue during the period, excluding Ordinary Shares held as employee trust shares.

 

Diluted

Diluted earnings per share is calculated by dividing the earnings attributable to the owners of the Company and the weighted average of Ordinary Shares in issue during the period adjusted for any dilutive potential Ordinary Shares. The Company has share options and contingently issuable shares as categories of dilutive potential Ordinary Shares.

 

The difference between the basic and diluted weighted average number of shares outstanding during the period, being 129,643 (1H 2012 and FY 2012: nil), relates to the dilutive potential of the share-based payment arrangements. Details of share awards are set out in note 10.

 

During the six months ended 30 June 2013, the Group undertook a number of capital actions, in anticipation of Admission to trading on the London Stock Exchange, to restructure the capital base and thereby improve capital efficiency.  

On 21 February 2013, the capital of the Company was reduced by the cancellation of 4,000,000,000 Non-Voting Old Ordinary Shares of £0.01 each and £40 million cash was paid out of existing financial resources.

On 25 February 2013, each A, B and C Ordinary Share was subdivided into 12 shares of the same class. Immediately prior to Admission, these 399,600,000 shares of 1⁄12 pence, were converted into a single class of ordinary shares.

On Admission the Group repurchased the remaining 4,485,014,000 Non-Voting Ordinary Shares of £0.01 each at par (amounting, in total, to £44.85 million) and the 1,000 Redeemable Priority Return Shares of £0.01 each.

The Group also issued 17,241,380 new shares with a nominal value of 1/12 pence each on 27 March 2013 for £50 million.

The calculation of basic and diluted earnings per share for comparative periods has been adjusted accordingly. Where there has been no change in existing resources, the calculation has been adjusted retrospectively to reflect these changes; where there has been a change in resources, the calculation has been adjusted from the date of that change in resources.

NOTES TO THE FINANCIAL STATEMENTS

for the six months ended 30 June 2013

6. Earnings per share (continued)

Basic and diluted earnings per Ordinary Share

Reviewed

 

Six months ended 30 June 2013

Unreviewed

Adjusted

Six months ended 30 June 2012

Audited

Adjusted

Year ended 31 Dec 2012

Profit after taxation (£m)

44.3

37.9

88.1

Weighted average number of shares (million) - basic

3,687.2

 

8,884.6

 

8,884.6

 

Earnings per share - basic (pence per share)

1.20

0.43

0.99

Weighted average number of shares (million) - diluted

3,687.3

8,884.6

 

8,884.6

Earnings per share - diluted (pence per share)

1.20

0.43

0.99

 

The IAS 33 earnings per share calculation is disclosed above and is based on a weighted average number of shares in issue for the six months ended 30 June 2013. An additional pro forma earnings per share calculation has been included below to reflect the share structure of the Group on Admission and as at 30 June 2013.

Pro forma earnings per Ordinary Share

 

 

Six months ended 30 June 2013

Six months ended 30 June 2012

Year ended

 31 Dec 2012

Profit after taxation (£m)

44.3

37.9

88.1

Number of Ordinary Shares (million) in issue at 30 June 2013

416.8

416.8

416.8

Earnings per share (pence per share)

10.6

9.1

21.1

 

Pro forma earnings per share is calculated as profit after tax divided by the number of Ordinary Shares in issue on Admission and as at 30 June 2013.  

 

NOTES TO THE FINANCIAL STATEMENTS

for the six months ended 30 June 2013

 

7. Financial assets and liabilities

7.1 Financial assets

 

Reviewed

As at

30 June

2013

Unreviewed

As at

30 June

2012

Audited

As at

31 Dec

2012

£m

£m

£m

Financial investments designated as fair value through profit or loss:

Shares and other variable‑yield securities and units in unit trusts

7.1

31.7

29.4

Other investments in equity funds

2.1

-

-

Debt securities and other fixed income securities

616.2

551.1

617.0

Deposits with credit institutions

68.0

152.6

132.4

Financial investments held for trading:

Derivative financial instruments

0.1

0.3

0.4

Financial investments at fair value through profit or loss

693.5

735.7

779.2

Loans and receivables:

Insurance and other receivables

168.7

130.2

144.0

Cash and cash equivalents

40.4

31.0

39.4

Total financial assets

902.6

896.9

962.6

 

Of the financial investments and cash above, £235.7m have a credit rating of AAA as at 30 June 2013 (30 June 12: £371.2m, 31 December 12: £365.2m), £160.0m have a credit rating of AA (30 June 12: £92.7m, 31 December 12: £99.5m), £234.8m have a credit rating of A (30 June 2012: £187.5m, 31 December 12: £229.7m) and £41.4m have a credit rating of BBB (30 June 12: £83.3m, 31 December 12: £58.1m). The shares and other variable yield securities, units in unit trusts and derivative financial instruments as shown above are not subject to credit rating.

 

The main reduction in AAA rated financial investments is, as stated in note 9 "Share Capital & Other Reserves", due to the repayment upon Admission to the LSE of £84.9m of capital instruments funded by a commensurate reduction in money market funds. The remaining change in AAA rated financial investments reflects a general decrease in the rating environment in the current economic climate. The Group continues to hold the majority of its assets in strong investment grade instruments.

 

7.2 Financial liabilities

The size, nature and composition of the Group's liabilities remained materially unchanged during the interim period except for the repayment on 28 March 2013 of the £50 million Perpetual Subordinated Loan Notes following Admission to the London Stock Exchange.

 

  

 

NOTES TO THE FINANCIAL STATEMENTS

for the six months ended 30 June 2013

 

7.3 Fair value estimation

The Group's financial instruments are measured at fair value by reference to a fair value measurement hierarchy which is presented within the Group's financial statements for the year ended 31 December 2012.

 

In accordance with IFRS 7 financial instruments held at fair value through profit or loss ("FVTPL") have been categorised into a fair value measurement hierarchy as follows:

 

Quoted prices (unadjusted) in active markets for identical assets or liabilities - (Level 1)

 

Inputs to Level 1 fair values are quoted prices (unadjusted) in active markets for identical assets. An active market is a market in which transactions for the asset occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

 

Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices) - (Level 2)

 

Fair value measurements are derived from inputs other than quoted prices included in Level 1, if all

significant inputs required to fair value an instrument are observable, the instrument is included in Level 2. The majority of assets classified as Level 2 are over the counter corporate bonds, where trades are less frequent owing to the nature of the assets. Inputs used in pricing the Group's level 2 assets include:

 

• Quoted prices for similar (i.e. not identical) assets in active markets;

 

• Quoted prices for identical or similar assets in markets that are not active, the prices are not

current, or price quotations vary among market makers, or in which little information is released

publically;

 

• Inputs that are derived principally from, or corroborated by, observable market data by

correlation;

 

• For forward foreign exchange contracts, the use of observable forward exchange rates at the

reporting date, with the resulting value discounted back to present value; and

 

• Other techniques, such as discounted cash flow analysis, which consider on a prudent basis the

likely realisable value.

 

Inputs for the asset or liability that are not based on observable market data (unobservable inputs) - (Level 3)

 

Unobservable inputs have been used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset at the measurement date (or market information for the inputs to any valuation models). As such, unobservable inputs reflect assumptions about the inputs that market participants would use in pricing the asset.

 

If one or more of the significant inputs is not based on observable market data, the instrument is

included in Level 3.

NOTES TO THE FINANCIAL STATEMENTS

for the six months ended 30 June 2013

 

7.3 Fair value estimation (continued)

 

The following table presents the Group's financial assets and liabilities measured at fair value:

At 30 June 2013

 

Level 1

 

Level 2

 

Level 3

Total fair value

£m

£m

£m

£m

Financial assets

Assets at FVTPL:

Derivative financial instruments

-

0.1

-

0.1

Equity securities

7.1

-

-

7.1

Other investments in equity funds

2.1

-

-

2.1

Debt securities

95.9

520.3

-

616.2

Deposits with credit institutions

68.0

-

-

68.0

Total financial assets at FVTPL

173.1

520.4

-

693.5

Financial liabilities

Derivative financial instruments

-

1.2

-

1.2

Total financial liabilities at FVTPL

-

1.2

-

1.2

 

 

Land and Buildings

-

-

11.3

11.3

 

The classification of each asset within the fair value hierarchy is determined by valuation techniques used in pricing each asset and the level of liquidity, as described in the Group's 2012 financial statements. There are no changes to the fair value valuation techniques or measurement methods in the interim period. The Group's policy, should there be a change to the valuation techniques or level of activity in the market in which that asset is traded, is to transfer the asset between levels effective from the beginning of the reporting period.

As a result of the application of IFRS 13 Fair Value Measurement from 1 January 2013, the Group has revisited the fair value hierarchy and now classifies all corporate bonds as Level 2 assets with the exception of Government backed securities which are classified as Level 1 unless they are illiquid. As a result of the change, £14m has been transferred from Level 1 to Level 2 in the interim period. There were no other transfers during the period.

Following the Group's decision to sell its holding in a managed fund, there are no Level 3 assets, other than land and buildings, as at 30 June 2013. The carrying value of the managed fund investment at 31 December 2012 was £17.8m. The total sales proceeds for these financial assets was £21.7m. Cumulative unrealised losses of £3.0m were reversed on the sale of these Level 3 financial assets and realised gains of £1.0m were recorded in investment income as a result of the sale.

Under IFRS 13, land and buildings with a carrying value of £11.3m (30 June 2012: £12.3m, 31 December 2012: £11.4m) are now classified as Level 3 assets. As stated in the Group's 2012 consolidated financial statements, owner-occupied properties are stated at their revalued amounts, as assessed by qualified external valuers every three years, all with recent relevant experience. These values are assessed in accordance with the relevant parts of the current RICS Valuation Standards in the UK ("Red Book"). More frequent revaluations are performed by management to assess that the carrying amount does not materially differ from its fair value.

NOTES TO THE FINANCIAL STATEMENTS

for the six months ended 30 June 2013

 

8. Reinsurance assets and insurance contract liabilities

 

a. Analysis of recognised amounts

 

 

 

Reviewed

As at

30 June 2013

£m

Unreviewed

As at

30 June 2012

£m

Audited

As at

31 Dec

2012

£m

Gross

- Claims outstanding (before deduction of salvage

and subrogation) and claims handling expenses

689.1

622.9

691.8

- Unearned premiums

263.7

250.6

255.6

Total insurance liabilities, gross

952.8

873.5

947.4

Recoverable from reinsurers

- Claims outstanding

228.4

158.7

219.7

- Unearned premiums

16.0

12.8

13.7

Total reinsurers' share of insurance liabilities

244.4

171.5

233.4

Net

- Claims outstanding (before deduction of salvage

and subrogation) and claims handling expenses

460.7

464.2

472.1

- Unearned premiums

247.7

237.8

241.9

Total insurance liabilities, net

708.4

702.0

714.0

 

b. Claims development

The movements in claims reported, including claims handling expenses net of reinsurance, are shown below:

Reviewed

As at

30 June 2013

Unreviewed

As at

30 June

2012

Audited

As at

31 Dec

2012

£m

£m

£m

Net claims reserve

At beginning of period

440.7

432.0

432.0

Cash paid for claims settled in year

(172.4)

(160.9)

(323.4)

Change arising from:

Current year claims

194.7

200.9

401.0

Prior year claims

(36.9)

(35.0)

(68.9)

At end of period

426.1

437.0

440.7

Provision for claims handling costs

13.1

15.0

14.3

Salvage and subrogation

21.5

12.2

17.1

At end of period

460.7

464.2

472.1

 

  

NOTES TO THE FINANCIAL STATEMENTS

for the six months ended 30 June 2013

 

Claims incurred and claims handling expenses as disclosed in the consolidated statement of comprehensive income comprise:

 

Reviewed

As at

30 June 2013

Unreviewed

As at

30 June

2012

Audited

As at

31 Dec

2012

£m

£m

£m

Net claims incurred

157.8

165.7

332.1

Claims handling expenses

7.4

8.8

17.3

Claims incurred and claims handling expenses

165.2

174.5

349.4

 

9. Share capital and other reserves

 

Ordinary shares

Share premium

Capital Redemption Reserve

Total

£m

£m

£m

£m

Unreviewed

Balance at 1 January 2012

85.2

0.0

-

85.2

Issue of share capital

0.0

0.0

-

0.0

Balance at 30 June 2012

85.2

0.0

-

85.2

Audited

Issue of share capital

0.0

0.0

-

0.0

Balance at 31 December 2012

85.2

0.0

-

85.2

Reviewed

Balance at 1 January 2013

85.2

0.0

-

85.2

Issue of share capital

0.0

50.0

-

50.0

Transaction costs of issue

-

(5.8)

-

(5.8)

Share repurchase

(44.9)

-

44.9

-

Capital reduction

(40.0)

-

-

(40.0)

Balance at 30 June 2013

0.3

44.2

44.9

89.4

 

Allotted, called up and fully paid share capital of the Company as at 30 June 2013 was 416,841,380 ordinary shares of 1/12 pence each. The shares have full voting and dividend rights.

No shares are held in Treasury. The esure Employee Benefit Trust holds 1,646,828 ordinary shares and the Trustees have waived their rights to dividend payments, unless and to the extent otherwise directed by the Company from time to time.

On 21 February 2013, the capital of the Company was reduced by the cancellation of 4,000,000,000 Non-Voting Old Ordinary Shares (referred to as 'ordinary shares' ) of £0.01 each and £40 million in cash was paid in consideration by the Company to Tosca Penta Investments LP out of existing financial resources, the holder of the non-voting old ordinary shares so cancelled.

 

NOTES TO THE FINANCIAL STATEMENTS

for the six months ended 30 June 2013

 

On 25 February 2013, each A Ordinary Share, B Ordinary Share and C Ordinary Share was subdivided into 12 shares of the same class (each having a nominal value of 1⁄12 pence). Immediately prior to Admission, the resulting A Ordinary Shares, B Ordinary Shares and C Ordinary Shares, in total amounting to 399,600,000 shares of 1⁄12 pence each, converted into a single class of ordinary shares ("Existing Ordinary Shares") in accordance with the Company's articles of association such that, following conversion, there are in aggregate 399,600,000 Existing Ordinary Shares of 1⁄12 pence each.

Pursuant to a share purchase agreement dated 25 February 2013, the Group agreed on Admission to repurchase the remaining 4,485,014,000 Non-Voting Ordinary Shares of £0.01 each at par (amounting, in total, to £44.85 million) and the 1,000 Redeemable Priority Return Shares of £0.01 each for an amount equal to the Priority Return (as defined and determined in accordance with the Company's previous articles of association) out of existing financial resources. A capital redemption reserve was created for the £44.85 million share repurchase. The amount payable on admission to Tosca Penta Investments LP in respect of the Priority Return was £0.6 million. As a result of the contractual obligations to deliver cash to satisfy the Priority Return on Admission, the Priority Return Shares were reclassified as a financial liability. The fair value at the date of the reclassification (being £0.6million) was deducted from equity. The Group also issued 17,241,380 New Ordinary Shares with a nominal value of 1/12 pence each on 27 March 2013 for £50 million, with associated transaction costs of £5.8m debited directly to share premium.

 

10. Share based payments

 

As disclosed at IPO, the Group has set up a number of equity-settled, share-based compensation plans.

 

An award will not be granted under the executive plans if it would cause the number of shares allocated in the 10 calendar year period following flotation to exceed 5% of the ordinary share capital in issue at that time.

 

Similarly, an award will not be granted under the employee plans if it would cause the number of shares allocated in the 10 calendar year period following flotation to exceed 10% of the ordinary share capital in issue at that time.

 

Holders of these awards will receive dividend equivalents in respect of the dividends that would have been paid between grant date and vesting date for Ordinary Shares which vest under their awards, calculated on a basis and paid in a manner to be determined by the Remuneration Committee before the awards vest.

 

Details of the share-based compensation plans and their financial effect are set out below.

 

(a) Performance Share Plan

The Performance Share Plan ("PSP") is a discretionary executive share plan.

As disclosed at IPO, the first awards made under PSP were:

 

Darren Ogden

160,344

Stuart Vann

286,637

Senior Management

263,101

 

Under the scheme, the shares vest at the end of a three-year period dependent upon continued employment by the Group and achieving predefined performance conditions associated with the Group's earnings per share ("EPS") and total shareholder return ("TSR").

 

The awards are subject to both non-market and market-based performance conditions.

 

Two-thirds of each award will be based on EPS performance and one-third on TSR performance (with the two measures applying independently to different parts of each award).

 

 

NOTES TO THE FINANCIAL STATEMENTS

for the six months ended 30 June 2013

 

10(a). Share based payments (continued)

 

EPS performance

The EPS performance measure involves a comparison of the pro forma EPS figure for the year ended 31 December 2012 as disclosed in note 6 (calculated as the profit after taxation for the year ended 31 December 2012 divided by the aggregate number of Existing Ordinary Shares and New Ordinary Shares in existence on Admission) and the EPS figure reported in the Group's audited consolidated financial statements for the year ending 31 December 2015.

 

For the portion of the award subject to the EPS measure:

 

(i) 25 per cent will vest if EPS for the year ending 31 December 2015 exceeds the EPS for the year ended

31 December 2012 (calculated on the basis described above) by 21 per cent;

 

(ii) 100 per cent will vest if EPS for that year for the year ending 31 December 2015 exceeds the EPS for

the year ended 31 December 2012 (calculated on the basis described above) by 39 per cent; and

 

(iii) if EPS for the year ending 31 December 2015 falls between these targets, vesting will occur on a

straight-line basis.

 

TSR performance

TSR performance will be measured by comparing the Group's TSR from the date of Admission to 31 December 2015 to the TSR of the constituents of the FTSE 250 Index (excluding investment trusts and the Company) over the same period. For the first PSP awards, the opening TSR of the Company will be the Offer Price. For the portion of the award subject to the TSR measure:

 

(i) 25 per cent will vest if the Group achieves median TSR performance against this comparator Group;

 

(ii) 100 per cent will vest if the Group's TSR performance is at the upper quartile or above; and

 

(iii) if TSR performance is between the median and the upper quartile, vesting will occur on a straight-line basis.

 

In addition, the first PSP awards will be subject to an additional term, which will allow the Remuneration Committee to reduce the level of vesting of each award if it considers that the vesting level is not appropriate having regard to the growth in profitability over the performance period.

 

NOTES TO THE FINANCIAL STATEMENTS

for the six months ended 30 June 2013

 

10(a). Share based payments (continued)

 

This PSP award will vest at the later of 3 years service and satisfaction of the performance conditions (as determined by the Remuneration Committee)

 

 

Date of grant

27 March 2013

Number granted

710,082

Forfeited during the period

nil

Vested during the period

nil

Number outstanding at 30 June 2013

710,082

Contractual life

3 years and satisfaction of performance conditions

The fair value of the options at the date of grant was £1,832,012.

 

Valuation

As one-third of the award is subject to a share-price related performance condition, the fair value of the awards has been calculated using a Stochastic (Monte-Carlo) model.

 

The remaining two-thirds of the award is not subject to a share-price related performance condition and has been valued using a Black Scholes valuation model.

 

The inputs into the models were:

Share price at grant

£2.96

Exercise price

nil

Volatility % p.a.

23.0%

Dividend yield % p.a.

nil

Risk free rate %

0.27%

Expected life

3 years

 

10(b). Free share awards

During the half year ended 30 June 2013, upon listing on the London Stock Exchange, the Group offered employees a 'free share' award granting shares to each eligible employee free of charge. These awards, comprised of Long Service awards and One-off awards, will be satisfied under the PSP using shares held by the Group employee benefit trust.

 

Long Service awards

These awards were made to eligible employees who did not already own shares in the Group and had been employed by the Group for more than 2 years at the point of Admission. The award levels were determined by length of service.

NOTES TO THE FINANCIAL STATEMENTS

for the six months ended 30 June 2013

 

10(b). Share based payments (continued)

 

The details of the award are set out below:

 

 

Type of arrangement

Free share award

Date of grant

27 March 2013

Number granted

1,381,391

Forfeited / lapsed during the period

21,608

Vested during the period

nil

Number outstanding at 30 June 2013

1,359,783

Contractual life

3 years

Vesting conditions

Continuing employment or leavers under certain circumstances

The awards outstanding at 30 June 2013 have no performance criteria attached, other than the requirement that the employee remains in employment with the Group for three years and shall not be subject to clawback.

 

The estimated fair value of the free shares granted under the award at grant date is £4,088,917. The fair value of each award is based upon the market value of the award at grant date of £2.96.

 

One-off awards

These awards were made to a number of senior employees of the Group.

 

The details of the award are set out below:

 

 

Type of arrangement

Free share award

Date of grant

27 March 2013

Number granted

246,845

Forfeited during the period

nil

Vested during the period

nil

Number outstanding at 30 June 2013

246,845

Contractual life

1 year

Vesting conditions

Continuing employment or leavers under certain circumstances

The awards outstanding at 30 June 2013 have no performance criteria attached, other than the requirement that the employee remains in employment with the Group for one year and shall not be subject to clawback.

The estimated fair value of the free shares granted under the award at grant date is £730,661. 

NOTES TO THE FINANCIAL STATEMENTS

for the six months ended 30 June 2013

 

10(b). Share based payments (continued)

 

 

The fair value of each award is based upon the market value of the award at grant date of £2.96.

 

Awards outstanding

Vesting date

Number of share awards committed at 30 June 2013

PSP

 

710,082

27 March 2016

 

Long service awards scheme

1,381,391

27 March 2016

One-off awards scheme

 

246,845

27 March 2014

 

Staff share schemes:

 

Analysis of share scheme costs (per income statement):

 

Reviewed

As at

30 June 2013

£m

PSP

0.1

Long service awards scheme

0.3

One-off awards scheme

0.2

 

11. Related party transactions and directors' remuneration

Details of related party transactions during the period are consistent in nature and scope with those disclosed in the Group's financial statements for the year ended 31 December 2012 except for share awards to directors which are consistent with those disclosed at IPO. Details of share awards are set out in note 10 above.

 

12. Risk Management

The Board has set a robust risk management strategy and framework as an integral element in its pursuit of business objectives and in the fulfilment of its obligations to all stakeholders - policyholders, shareholders, regulators and staff.

The Group's risk management framework is organised around the core elements of Risk Governance, Risk Appetite and Risk Reporting, with the latter incorporating a risk-based approach to strategic and business planning and capital management.

The risk management framework is dynamic and continues to be enhanced and developed to ensure it continues to meet the needs of the business.

Risk Governance

The Board ensures that measures are in place to provide independent and objective assurance on the effective identification and management of risk and on the effectiveness of the controls in place to mitigate those risks.

In accordance with recognised good practice, the Group operates a 'three lines of defence' governance framework, with the operational business areas in the first line, responsible for day-to-day management of risks and controls. The risk management function and an associated regulatory risk and compliance function sit in the second line, responsible for the maintenance of the risk management framework, for

 

NOTES TO THE FINANCIAL STATEMENTS

for the six months ended 30 June 2013

 

the independent oversight and challenge of the Business' assessment and reporting of risk exposureswithin that framework and for independent and objective reporting of risk exposures. The third line is provided by an independent internal audit function which is currently performed under the direction of the Audit Committee, by a third party provider Mazars LLP.

The Group's risk governance is underpinned by a risk management function headed by the Chief Risk Officer, a member of senior management reporting to the Chief Executive Officer but with independence assured through direct and independent access to the Chairs of the Audit Committee and the Risk Committee.

The risk strategy, framework and appetite are articulated in a suite of policies covering all risk types. Each of these policies is subject to annual review and approval.

Risk Appetite

In order to set boundaries to the acceptance of risk exposures, the Board have set out a Group risk appetite statement, incorporating a range of quantitative and qualitative measures of risk appetite, expressed as tolerances against which the actual or planned exposures can be monitored. This monitoring will be reflected in regular reporting to both the Executive Risk Committee and the Board's Risk Committee.

Risk Reporting

The risk management framework is designed to ensure that the Board and the Group's risk committees can receive timely and appropriate reporting on the Group's exposure to existing and emerging risks in each of the core risk categories - insurance (underwriting), market, counterparty credit, operational, regulatory and liquidity risk. Strategic risks and the reputational consequences of other risk exposures are considered alongside this risk reporting.

Such reporting is supported by: updates to the Group's risk registers covering current and emerging risks; reports on events that have resulted in actual or potential financial or reputational losses to the Group or its customers; the results of stress, scenario and sensitivity testing and the findings, recommendations and management actions arising from reviews conducted by the compliance and internal audit functions.

A key strength of the Group's risk management strategy is the integration of risk assessment and evaluation into the Group's business planning and capital management processes.

  

NOTES TO THE FINANCIAL STATEMENTS

for the six months ended 30 June 2013

Material risks and uncertainties

The directors consider that the material risks and uncertainties facing the Group are:

 

Risk

Impact

Mitigation

Insurance Risk

Underwriting risk from pricing strategy - the risk of inappropriate pricing strategy could lead to business being written at uneconomic rates and result in lower than expected profitability. This includes the risk of an inaccurate pricing approach following the gender pricing changes, LASPO/Jackson reforms and the rating and competitive landscape (including market landscape).

If these changes, and the Group's general pricing strategy, are not managed correctly, it could potentially result in an unintended increase in the Group's risk profile or result in a loss of market share.

The Group continues to monitor developments through regular monitoring and sensitivity testing of the key variables affecting loss performance, including loss ratios, risk mix, pricing relative to the market, quote conversion and renewal retention ratios, claims costs, claims frequency and the adequacy of reserves.

This is reviewed and managed within our weekly pricing meetings that include representation from our Underwriting, Pricing, Operations, Finance and Risk Management functions.

Underwriting risk from claims costs - the risk of a material increase in claims costs could negatively impact the Group's financial performance. This includes risks arising from adverse claims litigation outcomes, increases in frequency of Periodic Payment Orders (PPOs) and potential changes to the Ogden discount rate.

An unplanned deterioration in the loss ratio, arising from inflation in claims costs beyond planned and achievable increases in premiums.

Loss ratio risk is managed through a robust claims management process and regular monitoring and sensitivity testing of the key variables affecting loss performance, including risk mix, pricing relative to the market, quote conversion and renewal retention ratios, claims costs, claims frequency and the adequacy of reserves.

We are currently implementing a new claims system, QUICCS, this will further enhance our effective management of claims.

Reserving risk - the risk that insufficient funds have been set aside to settle and handle claims as the amounts fall due.

Adverse development in prior year reserves resulting in deterioration of financial performance.

The Group's actuarial function analyses and projects historical claims development data and uses a number of actuarial techniques to both test and forecast claims provisions. In addition the Group also provides data to independent external actuaries who assess the adequacy of the Group's claims provisions.

Apart from historical analyses the Group also takes into account changes in risk profile and underwriting policy conditions, changes in legislation or regulation and changes in other external factors, including assumptions on Periodic Payment Orders (PPOs) and potential changes to the Ogden discount rate. In addition, there is a significant reserve margin; this ensures that there is a low risk of deterioration in our reserving position.

Financial risk - Inaccurate financial estimates or judgements

The preparation of financial information requires management to make judgements, estimates and assumptions. Actual results may differ from these estimates.

The Group reviews financial estimates and underlying assumptions on an ongoing basis taking into account changes in underwriting conditions, changes in legislation or regulation, and market movements.

In addition, independent external actuaries assess the adequacy of the Group's technical provisions.

Ultimately the oversight of the Group's financial estimates and judgements resides with the Audit Committee.

There have been a number of developments and enhancements to the Finance team both prior to and subsequent to the IPO.

Market risk

Market risk from investment activity - the risk of negative financial impact arising from open positions in interest rate, currency and equity products, all of which are exposed to general and specific market movements.

Changes in UK interest rates or investment markets impacting the return on and market valuation of the Group's investment portfolio.

Our investment strategy does not expose the Group to material currency risk or the risks arising from active trading of derivatives. Market risk is managed through regular monitoring - including the drivers of investment return and value at risk measures, counterparty exposures and interest rate sensitivities.

 

 

Default risk from investment activity - the risk that an investment counterparty will not be able to pay amounts in full when due in accordance with the term of the contract, causing the Group to incur a financial loss.

Key areas where the Group is exposed to credit risk are:

·; Credit investment instruments held within the portfolio

·; Other amounts due from investment counterparties

The Group manages the level of investment counterparty credit risk it accepts by placing limits on its exposure to a single counterparty or groups of counterparties and on geographical counterparties and geographical segments. Such risks are subject to regular review

At 30 June 2013 the Group had no direct exposure to Eurozone sovereign debt or to the economies of Greece, Ireland, Italy, Portugal or Spain.

The Board level Investment Committee set and oversee the investment strategy as well as the performance of the investment managers.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Counterparty Credit Risk

Credit risk from insurance business - the risk that an insurance counterparty will not be able to pay amounts in full when due in accordance with the term of the contract, causing the Group to incur a financial loss.

Key areas where the Group is exposed to credit risk are:

·; Reinsurers' share of insurance liabilities

·; Amounts due from reinsurers in respect of claims already paid

·; Amounts due from policyholders

·; Subrogation and salvage recoveries plus amounts due from claims suppliers

The creditworthiness of reinsurers is managed on an annual basis by reviewing their financial strength prior to finalisation of any contract. In addition, management assesses the creditworthiness of all reinsurers by reviewing credit grades provided by rating agencies and other publicly available information. An analysis of reinsurers by Standard & Poor's (S & P) and AM Best ratings is produced and reviewed on a monthly basis.

Owing to the high number of individual policyholders through which the Group has minimal individual exposure, the overall risk of default to the Group is considered to be insignificant.

Claims supplier risk is monitored and managed through our debtor management processes which actively monitor exposures to debtor risk.

Regulatory Risk

Regulatory or legal intervention or changes - the risk of other legal or regulatory reforms impacting premium rates, Additional Services Revenue and claims costs across the market, which could negatively impact the Group's financial position.

Civil litigation reforms, including the implementation of the Legal Aid, Sentencing & Punishment of Offenders Act 2012, and other reforms proposed by Lord Justice Jackson in his review of the civil justice system may impact premium rates and claims costs across the market. If these changes are not managed correctly it could potentially result in an unintended increase in the Group's risk profile or result in a loss of market share. There are continuing uncertainties surrounding the likely timing and extent of the implementation of the various reforms.

The outcome of an investigation by the Competition Commission into certain aspects of the UK private motor insurance market, which may lead to market reforms that affect the way that esure sells or prices motor insurance or manages the payment or receipt of fees generated from the appointment of service providers used during the claims process.

The Group continues to monitor legal and regulatory developments in the UK and Europe, through our close relationship with our regulators and other official bodies (e.g. FCA, PRA and the Ministry of Justice) and the use of proactive risk management tools and processes to mitigate our exposure to regulatory risk.

During the last twelve months there have been significant enhancements to the Risk and Compliance team, this has included appointment of a Chief Risk Officer as well as continued growth and development of our independent risk function.

Liquidity Risk

Liquidity risk - the risk that the Group, although solvent does not have available sufficient financial resources to enable it to meet its obligations as they fall due or can only secure them at excessive cost.

Due to the nature of the business the cash flows are such that the liquidity risk has only to be considered for catastrophe type events.

The Group continues to monitor its liquidity risk by considering the Group's operating cash flows stressed for catastrophe scenarios, liquidity position and investment strategy to mitigate this risk.

Oversight of the Group's investment strategy is undertaken by the Board level Investment Committee.

Operational risk

Financial crime - the risk that there is a increase in losses through crime resulting in an increase to the claims cost

Exposure to actual or attempted financial crime activity in an economic environment which increases the likelihood of such activity.

A range of preventative, monitoring and detective controls is in place to combat such activity at the key points of entry ‑ notably policy inception and claims fraud.

The monitoring and mitigation of financial crime is managed by the Group's Fraud Team.

There is strong integration and support from the Fraud team with Pricing, Underwriting, Risk and Claims functions.

Change management - the risk of failure in the implementation of new processes and systems

 

 

 

 

 

 

 

 

 

Cost escalation or service degradation/interruption associated with the unforeseen consequences of systems or process changes.

The Group's change programmes are subject to rigorous project management disciplines from programme development through to deployment.

In addition, the Group has risk processes in place that consider new business initiatives and the associated risks from a business and a change management perspective.esure has streamlined IT infrastructure with no legacy systems in place; this further reduces the risks around change management.

Systems failure - the risk that the current systems fail to deliver the expected performance

The failure or degradation of our key platforms, including websites from which the majority of new business is sourced, compromise of corporate data or in particular the personal data with which we are entrusted and material performance failures by key infrastructure suppliers.

The Group has systems monitoring and incidence management processes in place to mitigate this risk.

The Group has a Reportable Events process which reports and manages any systems failure, which is reported to the board level Risk Committee.

 

DIRECTORS' RESPONSIBILITY STATEMENT IN RESPECT OF THE HALF YEARLY ANNUAL REPORT

 

We confirm that to the best of our knowledge:

The condensed consolidated financial statements for the six months ended 30 June 2013 have been prepared in accordance with International Accounting Standard 34 ("IAS 34") as adopted by the EU.

The interim management report includes a fair review of the information as required by:

·; DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of the important events that have occurred during the first six months of the current financial year and their impact on the condensed set of consolidated financial statements and a description of the principal risks and uncertainties for the remaining six months of the financial year; and

·; 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 impacted the financial position or performance of the Group during the period; and any changes in the related party transactions from the Group's consolidated financial statements for the year ended 31 December 2012 that could do so.

 

 

 

 

Stuart Vann Darren Ogden

 

Chief Executive Officer Chief Finance Officer

 

 

Signed on behalf of the Board on 5 of August 2013

 

 

 

INDEPENDENT REVIEW REPORT TO ESURE GROUP PLC

 

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 June 2013 which comprises the condensed consolidated income statement, the condensed consolidated statement of changes in equity, the condensed consolidated statement of financial position, the condensed consolidated 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 Conduct Authority ("the UK FCA"). 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 FCA.

As disclosed in note 2, 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.

As explained in note 2, the Company has not previously produced a half-yearly report containing a condensed set of financial statements. As a consequence the review procedures set out above have not been performed in respect of the comparative period for the six months ended 30 June 2012.

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 June 2013 is not prepared, in all material respects, in accordance with IAS 34 as adopted by the EU and the DTR of the UK FCA.

 

 

 

Murray Raisbeck

For and on behalf of KPMG Audit Plc

Chartered Accountants

15 Canada Square

London E14 5GL

5 August 2013

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
IR SSSESIFDSEFA

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