8th Nov 2012 07:00
CHARLES STANLEY GROUP PLC
RESULTS FOR THE HALF-YEAR ENDED 30 SEPTEMBER 2012
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 2012.
Highlights:
§ Funds under management and administration £15.6 billion (at 31 March 2012 £15.4 billion) 1.3% increase; (at 30 September 2011: £13.7 billion) 13.9% increase
§ Discretionary funds under management £5.4 billion (at 30 September 2011: £4.4 billion) 22.7% increase
§ Revenue for the half-year £59.7 million (first half 2011/12: £60.2 million) 0.8% decrease
§ Fees for the half-year £36.8 million (first half 2011/12: £33.1 million) 11.2% increase
§ Reported profit before tax £3.4 million (first half 2011/12: £5.2 million) 34.6% decrease
§ Adjusted profit before tax £5.6 million (first half 2011/12: £6.8 million) 17.6% decrease
§ Reported earnings per share 6.00p (first half 2011/12: 8.49p) 29.3% decrease
§ Adjusted earnings per share 9.78p (first half 2011/12: 11.27p) 13.2% decrease
§ Interim dividend per share 2.75p (first half 2011/12: 2.75p) no change
Commenting on the results Sir David Howard, Chairman said:
"Charles Stanley Group is pleased to report that client funds under management and administration have reached £15.6 billion, an increase of 1.3% when compared to the £15.4 billion reported on 31 March 2012 and an increase of 13.9% when compared to the £13.7 billion reported on 30 September 2011. Most pleasing within this increase is the 22.7% rise in funds held under discretionary management between September 2011 and 2012 which now stand at £5.4 billion. Over the same period since 30 September 2011 the FTSE 100 Index increased by 12.0% and the APCIMS Balanced Index by 10.2%.
Despite a continuing decline in transaction volumes and a 15.8% decrease in overall commission income, Group revenues remained steady at £59.7 million during the half year to 30 September 2012. This represents a flat performance on the same period last year. We have continued to grow our fee based income in both absolute terms and as a proportion of overall Group revenues. This strategy of reducing reliance on market volumes has produced an 11.2% increase in our fee income to £36.8 million over the half year."
For further information please contact:
Charles Stanley Group PLC | Canaccord Genuity | Peel Hunt LLP | |
Sir David Howard, Chairman | Martin Green | Guy Wiehahn | |
James Rawlingson, Finance Director | |||
Phone: 020 7739 8200 | Phone: 020 7523 4619 | Phone: 020 7418 8893 | |
Magnus Wheatley |
| ||
Head of Press & Public Relations |
| ||
Phone 020 7149 6273 |
| ||
CHAIRMAN'S STATEMENT
Charles Stanley Group is pleased to report that overall revenues remained steady at £59.7 million during the half-year to 30 September 2012 compared to £60.2 million for the equivalent period last year - a drop of just 0.8%. This was achieved against a backdrop of a continuing decline in transaction volumes resulting in a decrease of 15.8% in commission earned from £27.1 million to £22.8 million.
However, the Group has continued to grow clients' funds under management and administration which now stand at £15.6 billion compared with £15.4 billion at 31 March 2012 and with £13.7 billion at 30 September 2011 - increases of 1.3% and 13.9% respectively. Within that figure we are particularly pleased to report an increase of 22.7% in funds held under discretionary management to £5.4 billion (30 September 2011: £4.4 billion). Over the same period the FTSE 100 Index increased by 12.0% and the APCIMS Balanced Index by 10.2%. This performance is reflected in the 11.2% increase in fees earned during the period - from £33.1 million to £36.8 million - offsetting the decline in commission noted above.
Reported profit before tax is down to £3.4 million as against £5.2 million for the equivalent period last year. Adjusted profit before tax was £5.6 million, down from £6.8 million. Adjusted profits are arrived at by excluding certain costs such as amortisation of intangible assets and the Financial Services Compensation Scheme levy and one-off costs relating to the development of our new direct to client service - CS Direct.
The Group's own cash balances stood at £35.0 million at 30 September 2012, down from £39.6 million at 30 September 2011. 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 and the continued uncertainty in the markets the Directors have decided to maintain the interim dividend at 2.75p per share (first half 2011/12: 2.75p). The dividend will be paid on 14 December 2012 to shareholders registered on 16 November 2012.
Governance
In early September, following a rigorous and professional search process, I was delighted to be able to announce the appointment of Bridget Guerin and David Pusinelli to our board as non-executive Directors. We have also made a number of internal promotions to the board of our principal trading subsidiary, Charles Stanley & Co Limited, and on behalf of shareholders I warmly welcome all of our new Group and trading company Directors.
Review of operations
The Group is organised into three operating Divisions: Private Clients, Financial Services and Charles Stanley Securities. The split of revenue for the half year over these three Divisions is shown in the following table.
Division | Sep 2012 £m | Sep 2011 £m | Sep 2010 £m | Sep 2009 £m | Sep 2008 £m |
Private clients | 49.4 | 50.7 | 49.9 | 45.7 | 41.2 |
Financial services | 6.4 | 5.8 | 4.5 | 4.3 | 2.7 |
CS Securities | 3.9 | 3.7 | 5.3 | 5.9 | 5.1 |
Total revenue | 59.7 | 60.2 | 59.7 | 55.9 | 49.0 |
Private clients as % of total | 82.7% | 84.2% | 83.6% | 81.8% | 84.1% |
And funds held are split as follows:
Funds under management and administration | Sep 2012 £bn | Private clients £bn | Financial services £bn | Sep 2011 £bn | Private clients £bn | Financial services £bn |
Discretionary | 5.35 | 5.25 | 0.10 | 4.42 | 4.42 | - |
Advisory managed | 2.70 | 2.42 | 0.28 | 2.60 | 2.25 | 0.35 |
Advisory dealing | 2.83 | 2.83 | - | 2.79 | 2.79 | - |
Execution only | 4.76 | 4.28 | 0.48 | 3.90 | 3.47 | 0.43 |
15.64 | 14.78 | 0.86 | 13.71 | 12.93 | 0.78 | |
Private Client Division
In very difficult conditions total income has declined by 2.6% to £49.4 million from £50.7 million. This is due to the continued decline in transaction volumes resulting in a decrease of 16.3% in commission income - £20.6 million compared with £24.6 million in the first half of 2011/12. 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 10.3% to £28.8 million (first half 2011/12: £26.1 million).
Sep 2012 £m | Sep 2011 £m | Sep 2010 £m | Sep 2009 £m | Sep 2008 £m | |
Commission | 20.6 | 24.6 | 26.0 | 26.1 | 22.6 |
Fees | 28.8 | 26.1 | 23.9 | 19.6 | 18.6 |
Total revenue | 49.4 | 50.7 | 49.9 | 45.7 | 41.2 |
Fees as % of total | 58.3% | 51.5% | 47.9% | 42.9% | 45.1% |
This switch from commission to fee income had a greater impact on our non-managed business as commission accounts for a higher proportion of revenue generated by these clients.
Sep 2012 £m | Sep 2011 £m | Sep 2010 £m | Sep 2009 £m | Sep 2008 £m | |
Managed revenue | 32.5 | 31.7 | 29.4 | 24.4 | 21.8 |
Non-managed revenue | 16.9 | 19.0 | 20.5 | 21.3 | 19.4 |
Total revenue | 49.4 | 50.7 | 49.9 | 45.7 | 41.2 |
Managed as % of total | 65.8% | 62.5% | 58.9% | 53.4% | 52.9% |
Fees are generally charged based as a percentage of funds held. During the half year to 30 September 2012 total funds under management and administration increased by 14.3% compared with an increase in the FTSE 100 Index of 12.0% and an increase in the APCIMS Balance Portfolio Index of 10.2%. The Group continues to attract discretionary funds and these now account for 35.5% of the total (first half 2011/12: 34.2%).
Total funds under management and administration are shown below:
Sep 2012 | Sep 2011 | Mar 2012 | Change Mar 2012 | Change Sep 2011 | |
£ bn | £ bn | £bn | % | % | |
Discretionary funds under management | 5.25 | 4.42 | 4.94 | 6.3% | 18.8% |
Advisory managed funds | 2.42 | 2.25 | 2.47 | (0.2%) | 7.6% |
Total managed funds | 7.67 | 6.67 | 7.41 | 3.5% | 15.0% |
Advisory dealing funds | 2.83 | 2.79 | 3.03 | (6.6%) | 1.4% |
Execution only funds | 4.28 | 3.47 | 4.12 | 3.9% | 23.3% |
Total administered funds | 7.11 | 6.26 | 7.15 | (0.6%) | 13.6% |
Total funds under management and administration |
14.78 |
12.93 |
14.56 |
1.5% |
14.3% |
FTSE 100 index | 5,742 | 5,128 | 5,768 | (0.4%) | 12.0% |
APCIMS benchmark | 3,014 | 2,735 | 3,002 | (0.4%) | 10.2% |
Managed clients
Funds held under management increased by 15.0% since September 2011 and by 3.5% since March 2012. The flow of funds during the six months under review is analysed in the table below.
| Discretionary managed | Advisory managed |
Total |
Change |
£bn | £bn | £bn | % | |
Managed funds at 1 April 2012 | 4.94 | 2.47 | 7.41 | |
Inflows | ||||
New clients of existing investment managers | 0.17 | 0.05 | 0.22 | |
Clients of new investment managers | 0.01 | - | 0.01 | |
Organic - new funds from existing clients (Including re-invested income) | 0.41 | 0.14 | 0.55 | |
Total inflows | 0.59 | 0.19 | 0.78 | 10.5% |
Outflows | ||||
Lost clients and transfers | (0.18) | (0.20) | (0.38) | |
Organic - withdrawal of funds by existing clients | (0.12) | (0.05) | (0.17) | |
Total outflows | (0.30) | (0.25) | (0.55) | (7.4%) |
Net inflow/(outflow) of funds | 0.29 | (0.06) | 0.23 | 3.1% |
Market movement | 0.02 | 0.01 | 0.03 | 0.4% |
Managed funds at 30 September 2012 | 5.25 | 2.42 | 7.67 | |
% change since 1 April 2012 | 6.3% | (2.0%) | 3.5% | |
Fee income increased as average funds under management increased.
Sep 2012 Total |
Disc |
Adv | Sep 2011 Total |
Disc |
Adv |
Change |
| |
£m | £m | £m | £m | £m | £m | £m | % | |
Commission | 11.4 | 8.5 | 2.9 | 12.7 | 8.9 | 3.8 | (1.3) | (10.2%) |
Fees | 21.1 | 15.7 | 5.4 | 19.0 | 13.7 | 5.3 | 2.1 | 11.1% |
32.5 | 24.2 | 8.3 | 31.7 | 22.6 | 9.1 | 0.8 | 2.5% | |
£bn | £bn | £bn | £bn | £bn | £bn | £bn | ||
Average funds under management |
7.54 |
5.10 |
2.44 |
7.11 |
4.52 |
2.59 |
0.43 |
6.0% |
bps | bps | bps | bps | bps | bps | Bps | ||
Revenue margin | 0.86 | 0.95 | 0.68 | 0.89 | 1.00 | 0.70 | (0.03) | (3.4%) |
Non-managed clients
Funds under administration have decreased by 0.6% over the half year.
Advisory dealing | Execution only |
Total | |
£bn | £bn | £bn | |
At 1 April 2012 | 3.03 | 4.12 | 7.15 |
Net inflow/(outflow) of funds | 0.15 | (0.15) | - |
Net organic change | (0.36) | 0.29 | (0.07) |
Market movement | 0.01 | 0.02 | 0.03 |
At 30 September 2012 | 2.83 | 4.28 | 7.11 |
% change | (6.6%) | 3.9% | (0.6%) |
Administration fees have increased but not enough to offset the drop in commission income.
| Sep 2012Total |
Adv |
Exe | Sep 2011 Total |
Adv |
Exe |
Change | |
£m | £m | £m | £m | £m | £m | £m | % | |
Commission | 9.2 | 4.3 | 4.9 | 11.9 | 5.8 | 6.1 | (2.7) | (22.7%) |
Fees | 7.7 | 3.3 | 4.4 | 7.1 | 3.3 | 3.8 | 0.6 | 8.5% |
16.9 | 7.6 | 9.3 | 19.0 | 9.1 | 9.9 | (2.1) | (11.1%) | |
Financial Services
Total revenue for the Division rose by 10.3% to a record level of £6.4 million in the half year. Matterley Funds continue to produce good inflows due to continued strong performance in difficult markets with funds under management rising to £165 million against £151 million at the financial year end. This growth of 9.2% in AUM compares to a fall in the FTSE of 0.5% over the same period. We have seen growth in our Financial Planning and Wealth Management offerings and expect further progress as we proceed with the full integration of the Jobson James business. We believe that this Division is well prepared to take on the requirements of holistic investment advice in the new regulatory environment. EBS has continued to grow from an increased level of new business and CSFS is making good progress in the SME employee benefits market.
Half year Sep 2012 | Half year Sep 2011 | Year Mar 2012 | |
£ m | £m | £m | |
Financial planning* | 1.3 | 1.3 | 2.5 |
EBS - pension administration | 1.1 | 1.0 | 2.0 |
Garrison - financial intermediary | 0.8 | 0.8 | 1.6 |
CS Financial Solutions - employee benefits provider* | 1.7 | 1.6 | 3.2 |
Matterley - funds management | 0.6 | 0.4 | 0.7 |
Jobson James - financial planning and wealth management |
0.9 |
0.7 |
1.6 |
Total revenue | 6.4 | 5.8 | 11.6 |
*the comparative figures have been adjusted for the benefit consultancy business in Plymouth which was transferred from Financial Planning to CS Financial Solutions in 2012.
Charles Stanley Securities
The market place in which the securities Division operates has continued to prove extremely challenging. The Division lost £0.5 million in the first half of the year which includes re-organisation costs of £0.2 million. Despite the headwinds, we are pleased to report a creditable 6% growth in revenue over the same period last year. We have seen a good growth in fee income which has been offset by a disappointing reduction in commission income despite bond commissions growing compared to last year. We detect some signs of a modest improvement in the operating environment with ten additional clients being taken on since 1 April and more clients being willing to commit to transactions than for some time. With a continuation or improvement in this sentiment together with a continuing decline of other participants in the market, we would expect a stronger performance in the second half of the year.
The Charles Stanley team
Once again I should like to thank everyone in the Group for their unstinting efforts in these unusually challenging conditions. We are all having to grapple with many changes, not least the increasing burden of regulatory requirements. The Directors are very grateful for the spirited way in which the team is rising to meet the heightened demands which are being placed on them.
Outlook
Poor economic and market conditions continue to overshadow many financial companies, and we are no exception. It is likely that the decline in our commission income is a persistent long-term decline, as managed clients move over to fee based charging structures in the new environment. Our strategy of switching emphasis increasingly to investment management and administration services, earning steadier fee income, has gone a long way to protecting our revenue streams. We have demonstrated that we have a very solid base, given the strength of our underlying private client business in testing conditions, and our ability to continue to build the funds which we manage and administer.
During the half year, a considerable amount of progress has been made in relation to the launch of CS Direct, our new direct to client service, in Q1 of 2013. This will bring together our current services in Fastrade and Garrison and will deliver an up to date and modern clean priced offering.
Once again our results have been seriously impacted by large demands from the Financial Services Compensation Scheme, which have paid for the failings of businesses in quite different areas of activity. This is really no more than a sort of tax which is levied on us in a way, and in amounts, that we can't plan for. The demand in the latest half-year of £1.4 million (first half 2011/12: £0.6 million) has absorbed about 40% of our pre-tax profit.
In the meantime we continue to address our cost levels, and as always we have some innovative plans in development. Thus, if economic and market conditions improve, we are well placed to benefit. But even if they don't, my cautious optimism about the future remains only slightly dimmed.
Sir David Howard
Chairman
8 November 2012
CHARLES STANLEY GROUP PLC
CONDENSED CONSOLIDATED INTERIM INCOME STATEMENT
SIX MONTHS ENDED 30 SEPTEMBER 2012
| ||||
UnauditedHalf-year | Unaudited Half-year | Audited Year | ||
30 Sept 2012 | 30 Sept 2011 | 31 Mar 2012 | ||
Notes | £'000 | £'000 | £'000 | |
Continuing operations | ||||
Revenue | 2 | 59,657 | 60,209 | 119,636 |
Administrative expenses | (56,467) | (55,345) | (111,663) | |
Other income | 15 | 66 | 89 | |
Operating profit | 4 | 3,205 | 4,930 | 8,062 |
Finance income | 5 | 182 | 244 | 449 |
Finance costs | 5 | (24) | (36) | (67) |
Gains and losses on available for sale financial assets | 5 |
32 |
12 |
34 |
Gains and losses on disposal of property, plant and equipment |
5 |
- |
- |
4 |
Profit before tax | 3,395 | 5,150 | 8,482 | |
Tax expense | 6 | (679) | (1,321) | (2,553) |
Profit for the period attributable to equity shareholders |
2,716 |
3,829 |
5,929 | |
Earnings per share
Based on reported profit for the period | ||||
Basic | 7 | 6.00p | 8.49p | 13.12p |
Diluted | 7 | 5.99p | 8.46p | 13.08p |
|
| ||
| UnauditedHalf-year | Unaudited Half-year | Audited Year |
| 30 Sept 2012 | 30 Sept 2011 | 31 Mar 2012 |
| £'000 | £'000 | £'000 |
|
|
|
|
Profit for the period | 2,716 | 3,829 | 5,929 |
Other comprehensive income | |||
Gains and losses on available for sale financial assets | (50) | (63) | 2 |
Deferred tax on available for sale financial assets | 38 | 35 | 28 |
Retirement benefit scheme actuarial deficit | (1,805) | (3,391) | (2,705) |
Deferred tax on retirement benefit scheme actuarial deficit | 433 | 882 | 582 |
Other comprehensive income for the period, net of tax | (1,384) | (2,537) | (2,093) |
Total comprehensive income for the period attributable to equity shareholders |
1,332 |
1,292 |
3,836 |
CHARLES STANLEY GROUP PLC
CONDENSED CONSOLIDATED INTERIM STATEMENT OF FINANCIAL POSITION
AT 30 SEPTEMBER 2012
Unaudited 30 Sept 2012 | Unaudited 30 Sept 2011 | Audited 31 Mar 2012 | ||
| Notes | £'000 | £'000 | £'000 |
Assets | ||||
Non-current assets | ||||
Intangible assets | 9 | 33,893 | 35,948 | 34,604 |
Property, plant and equipment | 10 | 6,913 | 6,622 | 6,832 |
Deferred tax assets | 1,663 | 1,294 | 922 | |
Available for sale financial assets | 11 | 6,004 | 5,191 | 5,493 |
Trade and other receivables | 12 | 1,112 | 1,522 | 1,219 |
Total non-current assets | 49,585 | 50,577 | 49,070 | |
Current assets | ||||
Trade and other receivables | 12 | 257,211 | 150,343 | 267,315 |
Financial assets at fair value through profit or loss |
|
229 |
296 |
211 |
Cash and cash equivalents | 34,986 | 39,656 | 41,910 | |
Total current assets | 292,426 | 190,295 | 309,436 | |
Total assets | 342,011 | 240,872 | 358,506 | |
Equity | ||||
Ordinary shares | 13 | 11,308 | 11,308 | 11,308 |
Share premium | 2,545 | 2,545 | 2,545 | |
Revaluation reserve | 1,481 | 1,435 | 1,493 | |
Retained earnings | 63,867 | 65,007 | 66,283 | |
Total equity attributable to equity holders of the Company |
79,201 |
80,295 |
81,629 | |
Non-controlling interests | 53 | 53 | 53 | |
Total equity | 79,254 | 80,348 | 81,682 | |
Liabilities | ||||
Non-current liabilities | ||||
Trade and other payables | 14 | - | 500 | 500 |
Retirement benefit obligations | 16 | 7,866 | 6,672 | 5,936 |
Total non-current liabilities | 7,866 | 7,172 | 6,436 | |
Current liabilities | ||||
Trade and other payables | 14 | 253,599 | 151,887 | 269,517 |
Borrowings | 15 | 157 | 10 | 157 |
Current tax liabilities | 1,135 | 1,455 | 714 | |
Total current liabilities | 254,891 | 153,352 | 270,388 | |
Total liabilities | 262,757 | 160,524 | 276,824 | |
Total equity and liabilities | 342,011 | 240,872 | 358,506 | |
CHARLES STANLEY GROUP PLC
CONDENSED CONSOLIDATED INTERIM STATEMENT OF CHANGES IN EQUITY
SIX MONTHS ENDED 30 SEPTEMBER 2012
Share capital | Share premium | Revaln reserve | Retained earnings | Sub- total | Minority interests | Total | |
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
1 April 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 |
33 |
(33) |
- |
- |
- |
- |
- |
Share options - value of employee services |
- |
- |
- |
105 |
105 |
- |
105 |
Share options - issue of shares | 3 | 29 | - | - | 32 | - | 32 |
Conversion of loan notes | 7 | 58 | - | - | 65 | - | 65 |
30 September 2011 (unaudited) | 11,308 | 2,545 | 1,435 | 65,007 | 80,295 | 53 | 80,348 |
Profit for the period | - | - | - | 2,100 | 2,100 | - | 2,100 |
Other comprehensive income: | |||||||
Gains and losses on available for sale financial assets |
- |
- |
65 |
- |
65 |
- |
65 |
Deferred tax on available for sale financial assets |
- |
- |
(7) |
- |
(7) |
- |
(7) |
Retirement benefit scheme actuarial deficit |
- |
- |
- |
686 |
686 |
- |
686 |
Deferred tax on retirement benefit scheme actuarial deficit |
- |
- |
- |
(300) |
(300) |
- |
(300) |
Total other comprehensive income for the period |
- |
- |
58 |
386 |
444 |
- |
444 |
Total comprehensive income for the period |
- |
- |
58 |
2,486 |
2,544 |
- |
2,544 |
Dividends paid to equity shareholders |
- |
- |
- |
(1,244) |
(1,244) |
- |
(1,244) |
Share options - value of employee services |
- |
- |
- |
34 |
34 |
- |
34 |
31 March 2012 (audited) | 11,308 | 2,545 | 1,493 | 66,283 | 81,629 | 53 | 81,682 |
Share capital | Share premium | Revaln reserve | Retained earnings | Sub- total | Minority interests | Total | |
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
| |||||||
31 March 2012 (audited) | 11,308 | 2,545 | 1,493 | 66,283 | 81,629 | 53 | 81,682 |
Profit for the period | - | - | - | 2,716 | 2,716 | - | 2,716 |
Other comprehensive income: |
|
|
|
|
|
|
|
Gains and losses on available for sale financial assets | -
| -
| (50)
| -
| (50)
| -
| (50)
|
Deferred tax on available for sale financial assets | -
| -
| 38
| -
| 38
| -
| 38
|
Retirement benefit scheme actuarial deficit |
- |
- |
- |
(1,805) |
(1,805) |
- |
(1,805) |
Deferred tax on retirement benefit scheme actuarial deficit |
- |
- |
- |
433 |
433 |
- |
433 |
Total other comprehensive income for the period |
- |
- |
(12) |
(1,372) |
(1,384) |
- |
(1,384) |
Total comprehensive income for the period |
- |
- |
(12) |
1,344 |
1,332 |
- |
1,332 |
Dividends paid to equity shareholders |
- |
- |
- |
(3,845) |
(3,845) |
- |
(3,845) |
Share options - value of employee services |
- |
- |
- |
85 |
85 |
- |
85 |
30 September 2012 (unaudited) |
11,308 |
2,545 |
1,481 |
63,867 |
79,201 |
53 |
79,254 |
CHARLES STANLEY GROUP PLC
CONDENSED CONSOLIDATED INTERIM STATEMENT OF CASH FLOWS
SIX MONTHS ENDED 30 SEPTEMBER 2012
UnauditedHalf-year | Unaudited Half-year | Audited Year | ||
30 Sept 2012 | 30 Sept 2011 | 31 Mar 2012 | ||
| Notes | £'000 | £'000 | £'000 |
Cash flows from operating activities | ||||
Cash (absorbed by)/generated from operations | 17 | (999) | 2,037 | 9,612 |
Interest received | 182 | 244 | 449 | |
Interest paid | (24) | (36) | (67) | |
Tax paid | (526) | (1,563) | (3,470) | |
Net cash (outflows)/inflows from operating activities | (1,367) | 682 | 6,524 | |
Cash flows from investing activities | ||||
Acquisition of subsidiaries and other businesses | - | (1,352) | (1,352) | |
Acquisition of intangible assets | (8) | (552) | (1,632) | |
Purchase of property, plant and equipment | (1,190) | (1,453) | (2,678) | |
Proceeds from sale of property, plant and equipment | - | - | 6 | |
Purchase of available for sale financial assets | (683) | (104) | (498) | |
Proceeds from sale of available for sale financial assets |
154 |
85 |
264 | |
Dividends received | 15 | 66 | 89 | |
Net cash used in investing activities | (1,712) | (3,310) | (5,801) | |
Cash flows from financing activities | ||||
Net proceeds from issue of ordinary share capital | - | 32 | 32 | |
Cash outflow from change in debt and lease financing |
- |
(18) |
129 | |
Dividends paid to equity shareholders | 8 | (3,845) | (3,270) | (4,514) |
Net cash used in financing activities | (3,845) | (3,256) | (4,353) | |
Net decrease in cash and cash equivalents | (6,924) | (5,884) | (3,630) | |
Cash and cash equivalents at start of period | 41,910 | 45,540 | 45,540 | |
Cash and cash equivalents at end of period | 34,986 | 39,656 | 41,910 | |
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 2012 are available upon request from the Company's registered office at 25 Luke Street, London EC2A 4AR or at www.charles-stanley.co.uk/investor-relations
1.1 Basis of preparation
The Group's consolidated financial statements are prepared and presented 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 2012. The condensed consolidated interim financial statements should be read in conjunction with the Group's audited financial statements for the year ended 31 March 2012.
The comparative figures for the financial year ended 31 March 2012 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 8 November 2012.
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 2012 and during the remainder of its financial year remain unchanged from 31 March 2012. 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 19, 20 and 21 of the 2012 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 87 of the 2012 Annual Report and Financial Statements. No transactions took place during the six months to 30 September 2012 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 2012. 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 2012 to 30 September 2012. This resulted in an increase in the actuarial deficit of £ 1.8 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 fund 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 2012 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
Commission | 20,630 | 117 | 2,110 | 22,857 | - | 22,857 |
Fees | ||||||
Investment management | 16,578 | 316 | - | 16,894 | - | 16,894 |
Administration | 12,169 | 5,922 | 72 | 18,163 | - | 18,163 |
Corporate finance | - | - | 1,743 | 1,743 | - | 1,743 |
28,747 | 6,238 | 1,815 | 36,800 | - | 36,800 | |
Total revenue | 49,377 | 6,355 | 3,925 | 59,657 | - | 59,657 |
Administrative expenses | (29,703) | (5,800) | (4,466) | (39,969) | (16,498) | (56,467) |
Other income | - | - | - | - | 15 | 15 |
Operating profit/(loss) | 19,674 | 555 | (541) | 19,688 | (16,483) | 3,205 |
Segment assets | 261,325 | 14,631 | 10,268 | 286,224 | 55,359 | 341,583 |
Segment liabilities | 225,282 | 941 | 19,591 | 245,814 | 16,443 | 262,257 |
Six months ended 30 September 2011 | ||||||
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 | 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 |
Private Clients |
Financial Services | Charles Stanley Securities |
Sub- total |
Central costs |
Total | |
Year ended 31 March 2012 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
Commission | 47,400 | 332 | 4,425 | 52,157 | - | 52,157 |
Fees | ||||||
Investment management | 30,187 | 549 | - | 30,736 | - | 30,736 |
Administration | 22,884 | 10,781 | 278 | 33,943 | - | 33,943 |
Corporate finance | - | - | 2,800 | 2,800 | - | 2,800 |
53,071 | 11,330 | 3,078 | 67,479 | - | 67,479 | |
Total revenue | 100,471 | 11,662 | 7,503 | 119,636 | - | 119,636 |
Administrative expenses | (61,992) | (10,447) | (8,121) | (80,560) | (31,103) | (111,663) |
Other income | - | - | - | - | 89 | 89 |
Operating profit | 38,479 | 1,215 | (618) | 39,076 | (31,014) | 8,062 |
Segment assets | 268,631 | 14,655 | 14,271 | 297,557 | 60,949 | 358,506 |
Segment liabilities | 241,891 | 999 | 15,865 | 258,755 | 18,069 | 276,824 |
3 EMPLOYEE BENEFIT EXPENSES
30 Sept 2012£'000 | 30 Sept 2011£'000 | 31 Mar 2012£'000 | |
Staff costs for the Group during the period: | |||
Wages and salaries | 22,374 | 22,319 | 45,593 |
Social security costs | 2,624 | 2,558 | 4,824 |
Share options - value of employee services | 85 | 104 | 139 |
Pension costs: | |||
Defined contribution plans | 1,443 | 1,401 | 3,004 |
Defined benefit plan | 648 | 401 | 816 |
27,174 | 26,783 | 54,376 | |
4 OPERATING PROFIT
The following items have been included in arriving at operating profit:
Depreciation of property, plant and equipment: | |||
- owned assets | 1,057 | 1,057 | 2,067 |
- assets held under finance leases | - | - | 3 |
Amortisation of intangible assets | 719 | 1,022 | 2,300 |
Impairment of intangible assets | - | - | 150 |
Other operating lease rentals | 1,188 | 1,110 | 2,308 |
Financial Services Compensation Scheme levy | 1,445 | 600 | 1,688 |
5 FINANCE INCOME - NET
30 Sept 2012£'000 | 30 Sept 2011£'000 | 31 Mar 2012£'000 | |
Interest income | 182 | 244 | 449 |
Interest expense: | |||
Interest payable on bank borrowings | (5) | (6) | (14) |
Interest payable on other loans | (19) | (29) | (52) |
Interest payable on finance leases | - | (1) | (1) |
Interest and similar charges payable | (24) | (36) | (67) |
Gains and losses on available for sale financial assets | 32 | 12 | 34 |
Gains and losses on disposal of property, plant and equipment | - | - | 4 |
Finance income - net | 190 | 220 | 420 |
6 TAX EXPENSE
Analysis of charge in the period | |||
Current tax | |||
- Continuing operations | 873 | 1,374 | 2,393 |
- Adjustment in respect of prior periods | 75 | (209) | (62) |
Deferred tax | |||
Origination and reversal of temporary timing differences | |||
- Continuing operations | 37 | 156 | 16 |
- Adjustment in respect of prior periods | (306) | - | 206 |
679 | 1,321 | 2,553 | |
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 2012 | 30 Sept 2011 | 31 Mar 2012 | |
No. 000 | No. 000 | No. 000 | |
Weighted average number of shares in issue in the period | 45,234 | 45,111 | 45,173 |
Dilution | 89 | 148 | 140 |
45,323 | 45,259 | 45,313 | |
£'000 | £'000 | £'000 | |
Reported earnings attributable to ordinary shareholders | 2,716 | 3,829 | 5,929 |
Gains and losses on available for sale financial assets | (32) | (12) | (34) |
Gains and losses on disposal of property, plant and equipment |
- |
- |
(4) |
Amortisation and impairment of customer relationships | 719 | 1,022 | 2,450 |
One-off revenue costs | 515 | 84 | - |
Financial Services Compensation Scheme Levy | 1,445 | 600 | 1,688 |
Reduction of deferred consideration | (400) | - | - |
Tax on these costs | (539) | (440) | (1,066) |
Adjusted earnings attributable to ordinary shareholders | 4,424 | 5,083 | 8,963 |
Based on reported earnings | |||
Basic earnings per share | 6.00p | 8.49p | 13.12p |
Diluted earnings per share | 5.99p | 8.46p | 13.08p |
Based on adjusted earnings | |||
Basic earnings per share | 9.78p | 11.27p | 19.84p |
Diluted earnings per share | 9.76p | 11.23p | 19.78p |
8 DIVIDENDS PAID
30 Sept 2012£'000 | 30 Sept 2011£'000 | 31 Mar 2012£'000 | |
Final paid of 8.50p per share (2011: 8.25p) | 3,845 | 3,270 | 3,270 |
Interim paid of 2.75p per share | - | - | 1,244 |
3,845 | 3,270 | 4,514 | |
The Directors are proposing an interim dividend in respect of the six months ended 30 September 2012 of 2.75p per share which will absorb an estimated £1.2 million of shareholders' funds. It will be paid on 14 December 2012 to shareholders who are on the register of members on 16 November 2012.
9 INTANGIBLE ASSETS
Goodwill | Customer relationships | Total | |
£'000 | £'000 | £'000 | |
Cost | |||
1 April 2012 | 25,450 | 17,185 | 42,635 |
Additions | - | 8 | 8 |
30 September 2012 | 25,450 | 17,193 | 42,643 |
Amortisation | |||
1 April 2012 | - | 8,031 | 8,031 |
Amortisation during the period | - | 719 | 719 |
30 September 2012 | - | 8,750 | 8,750 |
Net book value | |||
30 September 2012 | 25,450 | 8,443 | 33,893 |
31 March 2012 | 25,450 | 9,154 | 34,604 |
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 2012 | 615 | 2,361 | 6,581 | 11,108 | 20,665 |
Additions | - | - | 88 | 1,102 | 1,190 |
Disposal | - | - | - | (52) | (52) |
30 September 2012 | 615 | 2,361 | 6,669 | 12,158 | 21,803 |
Depreciation | |||||
1 April 2012 | 73 | 1,721 | 4,221 | 7,818 | 13,833 |
Charge for the period | 8 | 27 | 288 | 734 | 1,057 |
30 September 2012 | 81 | 1,748 | 4,509 | 8,552 | 14,890 |
Net book value 30 September 2012 |
534 |
613 |
2,160 |
3,606 |
6,913 |
31 March 2012 | 542 | 640 | 2,360 | 3,290 | 6,832 |
11 AVAILABLE FOR SALE FINANCIAL ASSETS
Listed investments | Unlisted investments | Total | |
£'000 | £'000 | £'000 | |
Fair value | |||
1 April 2012 | 3,399 | 2,094 | 5,493 |
Additions | 183 | 500 | 683 |
Disposals | (122) | - | (122) |
Revaluation in period | (50) | - | (50) |
Fair value at 30 September 2012 | 3,410 | 2,594 | 6,004 |
12 TRADE AND OTHER RECEIVABLES
30 Sep 2012£'000 | 30 Sep 2011£'000 | 31 Mar 2012£'000 | |
Current | |||
Trade receivables | 251,059 | 145,592 | 261,616 |
Other receivables | 3,274 | 2,239 | 2,977 |
Prepayments and accrued income | 2,878 | 2,512 | 2,722 |
257,211 | 150,343 | 267,315 | |
Non-current | |||
Other receivables | 200 | 354 | 215 |
Prepayments and accrued income | 912 | 1,168 | 1,004 |
1,112 | 1,522 | 1,219 | |
13 CALLED UP SHARE CAPITAL
30 Sept 2012£'000 | 30 Sept 2011£'000 | 31 Mar 2012£'000 | |
Authorised | |||
80,000,000 ordinary shares of 25p each | 20,000 | 20,000 | 20,000 |
Allotted and fully paid | |||
45,234,163 ordinary shares of 25p each | 11,308 | 11,308 | 11,308 |
As at 30 September 2012 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.
Date of grant | 20 Dec 2011 | 11 Mar 2011 | |
Exercisable during the six months commencing | 1 Feb 2015 | 1 May 2014 | |
Number of shares | 368,137 | 473,691 | |
Exercise price | £2.34 | £2.51 | |
14 TRADE AND OTHER PAYABLES
30 Sep 2012£'000 | 30 Sep 2011£'000 | 31 Mar 2012£'000 | |
Current | |||
Trade payables | 243,924 | 143,374 | 257,756 |
Other taxes and social security | 2,859 | 2,821 | 2,215 |
Other payables | 2,010 | 1,533 | 4,381 |
Accruals and deferred income | 4,806 | 4,159 | 5,165 |
253,599 | 151,887 | 269,517 | |
Non current | |||
Other payables - deferred consideration | - | 500 | 500 |
15 BORROWINGS
Current | 30 Sept 2012£'000 | 30 Sept 2011£'000 | 31 Mar 2012£'000 |
Bank of England base rate redeemable loan | 157 | - | 157 |
Obligations under finance leases | - | 10 | - |
157 | 10 | 157 | |
16 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 2011 and updated to 30 September 2012 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 25.5% of pensionable pay plus £315,000 per annum. This rate is net of member contributions of 3.0% 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 Sep 2012£'000 | 30 Sep 2011£'000 | 31 Mar 2012£'000 | ||
| |||||
Fair value of plan assets | 27,030 | 24,032 | 26,197 | ||
Present value of defined benefit obligation | (34,896) | (30,704) | (32,133) | ||
| |||||
Deficit in scheme | (7,866) | (6,672) | (5,936) |
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 2012 | Mar 2012 |
2011 |
2010 |
2009 |
| % per annum | % per annum | % per annum | % per annum | % per annum |
| |||||
Equities | 6.25 | 7.50 | 7.50 | 7.50 | 6.75 |
Bonds | 5.05 | 5.55 | 5.55 | 5.50 | 4.75 |
Cash | 1.60 | 3.25 | 3.25 | 4.30 | 4..00 |
Overall for scheme | 4.93 | 6.10 | 6.10 | 6.36 | 5.65 |
Assumptions
Inflation | 2.50 | 3.25 | 3.40 | 3.50 | 3.10 |
Salary increases | 3.00 | 3.00 | 3.00 | 3.00 | 3.00 |
Rate of discount | 4.45 | 5.05 | 5.55 | 5.66 | 6.50 |
Allowance for pension in payment increases: lower of RPI and 5% p.ass |
2.50
|
3.25 |
3.40 |
3.50 |
3.10 |
Allowance for revaluation of deferred pensions: lower of RPI and 5% p.a |
2.45 |
3.25 |
3.35 |
3.45 |
3.05 |
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 2012.
The mortality assumptions adopted at 30 September 2012 imply the following life expectations at age 65:
Male retiring at age 65 in 2012 22.5 years
Female retiring at age 65 in 2012 24.6 years
Male retiring at age 65 in 2032 24.8 years
Female retiring at age 65 in 2032 27.0 years
Best estimate of contributions to be paid to plan for the year ending 31 March 2013
The best estimate of contributions (employer and employee) to be paid to the plan for the year ending 31 March 2013 is £884,000 (2012: £1,020,000).
17 RECONCILIATION OF NET PROFIT TO NET CASH (ABSORBED BY)/GENERATED FROM OPERATIONS
| 30 Sept 2012£'000 | 30 Sept 2011£'000 | 31 Mar 2012£'000 |
| |||
Profit before tax | 3,395 | 5,150 | 8,482 |
Adjustments for: | |||
Depreciation | 1,057 | 1,057 | 2,070 |
Write back of deferred consideration | (400) | - | - |
Amortisation of client lists | 719 | 1,022 | 2,300 |
Impairment of intangible assets | - | - | 150 |
Share options - value of employee services | 85 | 104 | 139 |
Retirement benefit scheme | 125 | (76) | (126) |
Dividend income | (15) | (66) | (89) |
Interest income | (182) | (244) | (449) |
Interest expense | 24 | 36 | 67 |
Profit on disposal of property, plant and equipment | - | - | (4) |
Profit on disposal of available for sale financial assets | (32) | - | (34) |
Net change in fair value of available for sale financial assets re-classified to profit/loss |
- |
(12) |
- |
Changes in working capital: | |||
Increase in financial assets at fair value through profit or loss |
(18) |
(126) |
(41) |
Decrease/(increase) in receivables | 10,262 | 74,448 | (42,222) |
(Decrease)/increase in payables | (16,019) | (79,256) | 39,369 |
| |||
Cash (absorbed by)/generated from operations | (999) | 2,037 | 9,612 |
|
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
8 November 2012
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 2012 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 2012 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
8 November 2012
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