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Henderson Group - 2010 Full Year Results

23rd Feb 2011 07:00

RNS Number : 6822B
Henderson Group plc
23 February 2011
 



Henderson Group plc

 

 

Full Year Results

 

 

 

 

 

2010

 

23 February 2011

Financial highlights

Amounts in £m unless otherwise stated

 

12 months to

31 December 2010

Audited

12 months to

31 December 2009

Audited

Underlying profit before tax

100.7

73.7

Intangible amortisation and void property finance charge

(13.7)

(10.7)

Recurring profit before tax

87.0

63.0

Non-recurring items

(10.5)

(47.5)

Profit before tax

76.5

15.5

Tax on recurring profit

(16.1)

(13.3)

Tax on non-recurring items

0.6

12.3

Non-recurring tax

16.4

-

Total tax

0.9

(1.0)

Profit after tax

77.4

14.5

Operating margin1

30.0%

27.6%

Assets under management (AUM) at period end (£bn)

61.6

58.1

Earnings per share (EPS)2

Basic3

10.2p

7.5p

Diluted4

9.5p

7.0p

Ordinary dividend per share

6.5p

6.1p

Notes.

1. Total fee income less operating costs, divided by total fee income.

2. Based on underlying profit after tax attributable to equity holders of the parent.

3. Based on weighted average number of shares in issue less weighted average number of own shares held during the period.

4. Based on weighted average number of shares in issue less weighted average number of own shares held during the period adjusted for the

dilutive potential of share awards.

Commenting on the 2010 annual results Chief Executive, Andrew Formica said:

"2010 was characterised by recovery in the global economy, although the effects of the global financial crisis continued to be felt.

Market conditions improved and equity markets ended higher, but the path was not smooth and was lined with episodes of volatility and

uncertainty. Given the diversity of our business, we were well placed to navigate this uncertain and volatile market environment.

Henderson Group delivered a strong result in FY10 as improved equity markets, good investment performance and £2bn net inflows

in higher margin products contributed to a 37% increase in underlying profit compared to FY09. The Board has adopted a progressive

dividend policy and, in line with this, is recommending a final dividend for 2010 of 4.65 pence per share, bringing the total dividend for

2010 to 6.5 pence per share, a 7% increase on the 2009 total dividend.

We announced, after the year end, our proposed acquisition of Gartmore. This acquisition will reinforce our position as a diversified

asset manager bringing with it a credible traditional and absolute return franchise as well as additional investment strengths, and it

will significantly strengthen our presence amongst UK retail investors. We are making good progress and we expect to complete this

acquisition in early April.

We are optimistic about the outlook for markets which bodes well for the Group. Our strategic approach of combining organic growth

while remaining alert to opportunities to accelerate our strategic goals has at its heart an overriding focus on our clients, ensuring that

we have the capabilities required to help them achieve their investment objectives. We are well positioned to grow our existing product

range and develop new products to distribute through all the channels in every geography in which we operate."

Henderson Group plc47 EsplanadeSt HelierJersey JE1 0BDRegistered in JerseyCompany No. 101484ABN 67 133 992 766

 

Key financial highlights

·; Underlying profit before tax increased by 37% to £100.7m (FY09: £73.7m).

·; Average AUM increased by 11% to £58.7bn (FY09: £53.0bn).

·; AUM at 31 December 2010 was £61.6bn (31 December 2009: £58.1bn).

·; Net higher margin inflows of £2.0bn (FY09: £0.7bn).

·; Investment performance remains good in most areas with 62% of Fixed Income and 77% of Equity funds achieving or beatingtheir benchmarks over one year and 82% of Fixed Income and 63% of Equity funds achieving or beating their benchmarks over three years

·; Operating margin increased by 9% to 30% (FY09: 27.6%), due to higher market levels, positive higher margin inflows, the benefits of the New Star acquisition in April 2009 and continued cost control.

·; Compensation ratio remained stable at 44.4% (FY09: 43.9%), despite increased competitive pressures.

·; Basic EPS on underlying profit increased by 36% to 10.2 pence in FY10 (FY09: 7.5 pence).

·; The Board of Directors has proposed a final dividend for FY10 of 4.65 pence per share (FY09: 4.25 pence per share), resultingin a total FY10 dividend of 6.5 pence per share (FY09: 6.1 pence per share), an increase of 7%.

Forward-looking statements

This announcement contains forward-looking statements with respect to the financial condition, results and business of the Group. By their nature, forward-looking statements involve risk and uncertainty because they relate to events, and depend on circumstances, that will occur in future. The Group's actual future results may differ materially from the results expressed or implied in these forward-looking statements. Nothing in this announcement should be construed as a profit forecast.

 

To view the full details of the 2010 Full Year Results (ASX Appendix 4E), paste the following link into your web browser:

 

http://www.rns-pdf.londonstockexchange.com/rns/6822B_1-2011-2-22.pdf 

 

To view the full details of the 2010 Full Year Results Presentation, paste the following link into your web browser:

 

 http://www.rns-pdf.londonstockexchange.com/rns/6822B_2-2011-2-22.pdf

 

Market briefing

Management will present these results on 23 February 2011 at 8:00pm (Sydney time)/9:00am (London time).

Teleconference details

We recommend participants start dialling in 5 to10 minutes prior to the start of the presentation. To telephone link-up to the briefing, dial one of the following numbers from 7:50 pm (Sydney time)/8:50am (London time):

From:United Kingdom 0500 1016 30 (free call)Australia 1800 9889 41 (free call)All other countries +44 (0)20 7162 0025 (this is not a free call number)Conference title Henderson Group Full Year Results BriefingChairperson Andrew FormicaReference 886097

Replay number from:United Kingdom +44 (0)20 7031 4064 Access code 886097Australia +61 (0)2 8223 9748 Access code 886097 (available from 23 February to 2 March 2011).

Webcast details

You can logon to a webcast of the results briefing which will start at 8:00pm (Sydney time)/9:00am (London time). Go towww.henderson.com/group and click on the relevant link on the homepage. An archive of the webcast will be available shortlyafter the event.

Further information

www.henderson.comor

Investor enquiries Media Enquiries

Mav Wynn, Head of Investor Relations Richard Acworth, Head of Corporate Communications+44 (0) 20 7818 5135 or +44 (0) 20 7818 5310 +44 (0) 20 7818 [email protected] or [email protected] [email protected]

Australia: Cannings United Kingdom: Maitland

Luis Garcia George Trefgarne/Rebecca Mitchell +61 (0) 2 8284 9990 +44 (0) 20 7379 5151

 

 

 

Preliminary Final Report for the Year Ended 31 December 2010

Incorporating the requirements of ASX Appendix 4E

 

The information contained in this document should be read in conjunction with the Henderson Group plc (the Company) Annual Report for the year ended 31 December 2010 and any public announcements made by the Group in accordance with the continuous disclosure obligations arising under the Corporations Act 2001, the Companies (Jersey) Law 1991 and the Australian Securities Exchange (ASX) Listing Rules. This report includes the full year information required to be given to the ASX under Listing Rule 4.3A.

 

Contents

1

Results for Announcement to the Market

2

Five Year Financial Summary

3

Chief Executive's Review

6

Financial Review and Key Performance Indicators

11

·; Risk Management

14

Consolidated Income Statement

15

Consolidated Statement of Comprehensive Income

16

Consolidated Statement of Financial Position

17

Consolidated Statement of Changes in Equity

18

Consolidated Statement of Cash Flows

19

Company Income Statement

19

Company Statement of Comprehensive Income

19

Company Statement of Financial Position

20

Company Statement of Changes in Equity

20

Company Statement of Cash Flows

21

Notes to the Financial Statements - Group and Company

21

1. Authorisation of financial statements and statement of compliance with IFRS

21

2. Accounting policies

26

3. Income

26

4. Expenses

27

5. Employee compensation and benefits

27

6. Finance costs

27

7. Non-recurring items

29

8. Tax

30

9. Earnings per share

31

10. Share-based payments

34

11. Dividends paid and proposed

35

12. Segmental information

36

13. Intangible assets

37

14. Investments in subsidiaries, associates and joint ventures

38

15. Plant and equipment

39

16. Fair value of financial instruments

41

17. Deferred acquisition and commission costs

41

18. Trade and other receivables

41

19. Cash and cash equivalents

42

20. Debt instrument in issue

42

21. Retirement benefits

47

22. Provisions

48

23. Deferred tax

48

24. Trade and other payables

49

25. Share capital

50

26. Reserves

51

27. Non-controlling interests

51

28. Financial risk management

56

29. Leases

56

30. Capital commitments

56

31. Related party transactions

57

32. Contingent liabilities

57

33. Acquisitions and disposals of subsidiaries

57

34. Events after the reporting date

58

Statement of Directors' Responsibilities

59

Independent Auditors' Report

60

Glossary

 

The results of Henderson Group plc for announcement to the market are as follows:

12 months to31 December 2010Audited

£m

12 months to31 December 2009

Audited

£m

Movement%

Revenue from recurring activities

487.9

362.0

35

Underlying profit after tax attributable to equity holders of the parent1

80.6

56.7

42

Profit after tax attributable to equity holders of the parent1

77.9

13.8

464

 

Note

1. Excluding a non-controlling interests loss of £0.5m (FY09: £0.7m profit).

Dividends

On 22 February 2011, the Directors recommended the payment of a final dividend in respect of the year ended 31 December 2010 of 4.65 pence per share.

Amount

per security

pence

Franked amount

per security

pence

2010 interim dividend (paid on 24 September 2010)

1.85

-

Recommended 2010 final dividend

4.65

-

Proposed record date

6 May 2011

Planned payment date

27 May 2011

 

Henderson Group plc does not offer a dividend reinvestment plan.

Net tangible assets per ordinary share

31 December 2010

pence

31 December 2009

pence

Net tangible assets/(liabilities) per ordinary share

1

(10)

 

"Net tangible assets" are defined by the ASX as being total assets less intangible assets less total liabilities ranking ahead of, or equally with, claims of ordinary shares.

 

 

 

Five Year Financial Summary

 

Consolidated financial results year ended 31 December

 

2010£m

2009£m

2008£m

2007£m

2006£m

Income

Management fees (net of commissions)

282.5

226.8

221.9

258.0

221.2

Transaction fees

36.8

24.9

16.5

17.8

24.6

Performance fees

42.8

31.6

32.0

86.9

65.1

Total fee income

362.1

283.3

270.4

 362.7

310.9

Finance income

0.8

4.3

15.3

 25.7

 25.2

Total income

362.9

287.6

285.7

388.4

336.1

Operating costs

(253.5)

(205.0)

(193.0)

(273.7)

(253.9)

Finance costs

(8.7)

(8.9)

(12.3)

(8.0)

-

Total expenses

(262.2)

(213.9)

(205.3)

(281.7)

 (253.9)

Underlying profit

100.7

73.7

80.4

106.7

82.2

Intangible amortisation and void property finance charge

(13.7)

(10.7)

(0.1)

-

-

Recurring profit before tax

87.0

63.0

80.3

 106.7

 82.2

Non-recurring items

(10.5)

(47.5)

(97.3)

40.5

 (7.8)

Discontinued items

-

-

-

-

(2.0)

Profit/(loss) before tax

76.5

15.5

(17.0)

147.2

72.4

Tax on recurring profit

(16.1)

(13.3)

(8.6)

(12.4)

(11.1)

Tax on non-recurring items

0.6

12.3

4.8

(2.6)

-

Non-recurring tax

16.4

-

-

-

-

Tax on discontinued items

-

-

-

-

(0.1)

Total tax

0.9

(1.0)

(3.8)

(15.0)

(11.2)

Profit/(loss) after tax

77.4

14.5

(20.8)

132.2

61.2

Attributable to:

Equity holders of the parent

77.9

13.8

(20.9)

132.1

61.1

Non-controlling interests

(0.5)

0.7

0.1

0.1

0.1

77.4

14.5

(20.8)

132.2

61.2

Operating margin1

30.0%

27.6%

28.6%

24.5%

18.3%

Compensation ratio2

44.4%

43.9%

44.3%

49.8%

51.4%

Average number of employees

938

933

920

921

893

AUM as at 31 December (£bn)

61.6

58.1

49.5

59.2

61.9

Average AUM for the period (£bn)

58.7

53.0

53.7

61.1

65.1

Total fee margin (bps)

61.7

53.5

50.4

59.4

47.7

Management fee margin (bps)

48.2

42.8

41.3

42.2

33.9

Net margin3 (bps)

17.2

13.9

15.0

17.5

12.6

Basic and diluted earnings per share

Weighted average number of ordinary shares for basic EPS (m)

788.4

759.3

660.6

804.6

1,085.2

Weighted average number of ordinary shares for diluted EPS (m)

849.2

809.4

715.0

847.5

1,102.6

Basic on underlying profit4

10.2p

7.5p

10.8p

11.7p

6.4p

Basic

9.9p

1.8p

(3.2)p

16.4p

5.6p

Diluted on underlying profit4

9.5p

7.0p

10.0p

11.1p

6.3p

Diluted

9.2p

1.7p

(3.2)p

15.6p

5.5p

Dividends per share

6.5p

6.1p

6.1p

6.1p

3.15p

Investment performance5

Funds at or exceeding benchmark over 1 year

70%

70%

 41%

48%

60%

Funds at or exceeding benchmark over 3 years

62%

64%

 49%

54%

45%

 

Notes

1. Total fee income less operating costs divided by total fee income.

2. Employee compensation and benefits divided by total income.

3. Net margin calculated on recurring profit before intangible amortisation, void property finance charge and tax.

4. Based on underlying profit after tax attributable to equity holders of the parent.

5. Asset weighted of funds measured over one and three years to 31 December.

 

 

 

business overview

 

GOOD INVESTMENT PERFORMANCE IN KEY FUNDS AND PRODUCTS

An overview of business performance in 2010

 

·; Good investment performance continued

·; Reviewed and enhanced fund range with a focus on finding solutions for clients

·; Extended relationships with clients and consultants globally

Given the diversity of our business, in terms of client, geography and product, we were well placed to navigate through the uncertain and volatile market environment during 2010.

Global Listed Assets

Investment performance in our key funds and products continued to be good (as discussed on page 6) and our investment management and distribution teams had minimal turnover, underscoring the commitment of our key employees to the further success of our business.

Relationships with clients and institutional consultants across the globe continued to strengthen and in 2010, we sourced new business from nearly a dozen different investment consultants globally. We expanded our distribution capabilities into new regions, such as the Nordics and South America, and improved our distribution capabilities in China and Japan by developing regional distribution agreements with local financial institutions.

The core markets for us remain in the UK and Continental Europe, supported by an increasing presence in both the US and Asia. In the UK, the successful integration of New Star and our improved brand awareness has contributed significantly to the growth potential of our UK Retail business. We had positive net flows into a broad range of funds including Strategic Bond, our multi-manager fund range, European Special Situations and Credit Alpha, a UCITS III enabled fund. The Strategic Bond Fund enjoyed great success in 2010, both in terms of fund performance and flows, and is fast approaching £1bn in assets. We are also pleased with the success we have achieved in launching the European Special Situations Fund. Launched in the fourth quarter of 2009, it has since grown to over £0.3bn.

It was a good year for inflows into our specialist funds in Continental Europe such as our Global Technology Fund and Global Property Equities Fund. Our pan-European funds also saw strong inflows, especially our Pan European Equity Fund which has consistently delivered top quartile performance over three and five years. Our European Smaller Companies Fund had excellent investment performance and good net inflows. We launched the Horizon European Corporate Bond Fund at the end of 2009 and performance has been very strong, as a result of which we are seeing increased interest in this area.

The biggest disappointment in our US Retail business has been the investment performance of the International Opportunities Fund, one of our flagship funds. Although the five year performance of this fund remains top quartile, the one and three year numbers have been poor resulting in some redemptions from the fund. On the other hand, the Global Equity Income Fund, which now has a four year track record, had good inflows during the year and is approaching USD1bn. We also launched two new funds towards the end of the year, providing further diversification to our US Wholesale product suite. Our US institutional business is going from strength to strength, achieving a near record year in gross sales and crossing the USD2bn mark in AUM sourced from this market at 31 December 2010.

Most of the inflows into our hedge funds occurred in the first quarter of 2010 and these were mainly in Japan, UK Equity Long Short and our Asian absolute return funds. Investor activity slowed thereafter but picked up again in the fourth quarter of 2010. We have good investment performance, particularly in our Japan, Multi-Strategy and European absolute return funds, with 77% of our funds above their high watermark, and we expect to see further inflows into these funds during 2011. We are focused on refilling the capacity in our hedge funds and also responding to the increasing institutional demand in the US for hedge fund products. The UCITS III Credit Alpha Fund has enjoyed great success since its launch in mid 2007, being one of only a small number of UCITS III credit long/short funds. To complement this, given the team's proven track record in long short credit, we also launched the Henderson Credit Long Short Fund, a Cayman domiciled hedge fund, in the first quarter of 2010.

Our Structured Products business continued to earn advisory and management fees and, as a result of improvements in prices and opportunities in the loans market, we were able to release subordinated management fees from our Collateralised Loan Obligations book of business.

Looking at other parts of the business, in Investment Trusts a combination of fund transfers and fund realisations resulted in net outflows in 2010. The Henderson Private Equity Investment Trust plc changed its investment strategy (see page 5), which involves the orderly realisation of the portfolio over a period of two years, and Witan Investment Trust plc changed its asset allocation, despite solid performance, and replaced Henderson's enhanced index portfolios with traditional active managers. That said, Investment Trusts remain a sizeable and important part of our business.

As regards our cash business, DB Advisors were appointed as investment manager of the £3.3bn Henderson Liquid Assets Fund (HLAF) from October 2010. This followed a review of our liquidity business in light of potential changes to the way that the money market fund industry is regulated whilst ensuring the best outcome for investors. Since then, investors have approved the merger of HLAF into the Deutsche Managed Sterling Fund, a corresponding sub-fund of Deutsche Global Liquidity Series plc, and as a result our AUM will reduce by approximately £3.0bn with effect from February 2011.

Our focus remains on providing client solutions. As such, we continually review our fund range, whether that be launching new products or rationalising existing ones, to ensure that we offer relevant products to our clients. We want to capitalise on the good reputation we have built in areas such as multi-manager, credit, and absolute return. Building our brand is vital in all markets, as well as maintaining good relationships with consultants and distribution partners globally and locally.

 

Global Property

Global Property AUM grew by £1.7bn from £8.9bn to £10.6bn, mainly due to fund flows, including £0.9bn relating to the purchase of 50% of Westfield Stratford City on behalf of clients and the investment of £0.5bn of prior year client commitments. Total client commitments at 31 December 2010 were £1.4bn (2009: £1.4bn), as investments made have been replaced by new assets raised. AUM as at 31 December 2010 of £10.6bn excludes

investments by Pearl in closed-ended property funds of £0.4bn and £0.8bn of UK Retail assets, in respect to the Henderson UK Property Unit Trust.

 

Whilst we made good progress in investing client commitments, we are selective in the properties we choose to invest in. Prime assets in some of our key European markets are fully priced or of poor quality whereas the US property market recovery appears to be lagging Europe by six to nine months. It is also evident that the spread between prime and secondary properties has increased considerably. Taking into account these factors, the requirements of each fund is carefully balanced against the availability of suitable properties in the market. During the year, the team, taking advantage of improving valuations in the market, sold some of their assets and in so doing unlocked profits for clients. In the majority of cases these proceeds will be reinvested.

We also reviewed our fund range and in the middle of the year we transferred the £0.2 billion Henderson International Property Fund acquired as part of New Star to Aviva Investors. After a review of the fund's long-term strategy, we established that, for the fund to remain effective, it needed to increase in both size and regional diversification. It was decided that it would be in the best interests of the investors in the fund to combine the fund with another fund with similar investment objectives and holdings..

 

One of the highlights of the year was being appointed as investment management adviser to Canada Pension Plan Investment Board and Algemene Pensioen Groep N.V. (through a joint venture) on their purchase from Westfield Group of a 50% stake (valued at £871m) in Westfield Stratford City. Another was the launch of the Central London Office Fund II (CLOF II) which had a first close of £90m and made investments of £25m in the year. One of the cornerstone investors in CLOF II has allocated funds outside of the fund for further investment in central London offices and we began to invest some of this allocation during the year. We also reopened the open-ended Henderson Indirect Property Fund (Europe).

 

There has been a significant improvement in investment performance (discussed on page 6) across the fund range. We take a long-term view on investment strategy, keeping sight of the fact that our average fund duration is eight to 10 years. Although short-term investment performance suffered in 2008 and 2009, our strategy is now paying dividends for our clients and this has provided a significant boost to our brand strength in property. We took advantage of the downturn in the property cycle and were therefore well placed to lock in gains as property markets in some parts of Europe recovered rapidly in early 2010. While the easy wins have gone from prime markets our investment team is using its asset management and development skills to reposition secondary assets into the prime market.

 

As regards our outlook for global property, in the UK, we believe that sentiment may wane in 2011 but that a more stable pace of recovery offers a welcome change from recent market volatility and should, in the medium term, help cement a more sustainable and robust market. For Europe, low interest rates and bond yields will underpin continued strong real estate interest in 2011 and overheating in parts of the European property market seems unavoidable. In Asia, we predict that global commercial property investment will track macroeconomic indicators in 2011 and that, as such, Asia's ability to weather the global financial storm, in addition to its attractive growth prospects and low interest rate environment, will underpin continued investor interest.

 

Global Private Equity

 

Total AUM grew by £0.1bn to £0.7bn in 2010 (excluding £0.1bn of Pearl AUM) , as a result of increases in the value of our funds.

In the infrastructure business, a number of initiatives were successfully concluded in 2010 giving rise to a positive impact on valuation. In particular, during the fourth quarter of 2010 John Laing (an investment held by two of our infrastructure funds) raised a £270m listed infrastructure fund, the second largest investment fund Initial Public Offering on the London market in 2010. At the same time John Laing and its parent undertakings refinanced and repaid its bank facilities. John Laing also met its targets for new business in 2010 and is expanding its global business in North America, Asia and Australia. These initiatives have underpinned a strong improvement in the performance of the infrastructure funds.

Other parts of the Private Equity business continue to perform well. The first Asia fund has delivered a IRR of 16% per annum over a nine year period. The fund realised one of the three remaining investments during the year and partially realised the other two. These realisations gave rise to performance fees in the form of carried interest and the Group has recognised £4.8m in FY10 in relation to carried interest on this fund. The team's second fund has made three investments to date across India and China and these are progressing well.

 

The Fund of Funds business has continued its good performance. The unlisted Global Fund of Funds, which was fully invested by the end of 2003, has now delivered a net IRR of 14% per annum. The listed Fund of Funds vehicle, Henderson Private Equity Investment Trust plc, performed well during 2010. In September, the Trust announced its intention to execute an orderly realisation of its portfolio. As a result, the share price of the Trust increased 70% during the year, making it the top performing private equity investment trust in 2010.

Investing in our brand

We undertook a company-wide rebranding project in the second quarter of 2010, the catalyst being the integration of the Henderson and New Star funds. In tandem with the decision to remove the New Star brand, we also invigorated our brand across the Group. A new Henderson Global Investors logo and brand identity was developed, building on the investment made into the UK retail brand. The rebranding exercise has been a success as in the UK retail market, awareness levels remain significantly above levels prior to the New Star acquisition.

 

financial review and key performance indicators

 

GROUP UNDERLYING PROFIT INCREASES 37%

 

Key performance indicators

Our KPIs are identified by the symbol and commentary on our progress is provided in the accompanying text. Our KPIs are:

1. Investment performance;

2. Fee margins;

3. Fund flows excluding Pearl;

4. Operating margin and compensation ratio;

5. Earnings per share (EPS); and

6. Treating customers fairly.

Key financial highlights

·; 70% of funds achieving or beating benchmark over one year

·; Underlying profit increased 37%

·; Total fee margin improved to 61.7bps

·; Net higher margin inflows of £2.0bn

·; Operating margin improved to 30%

·; Compensation ratio stable at 44%

·; Basic EPS on underlying profit increased 36% to 10.2p

Investment performance

The investment performance of the Group's funds is good with 77% and 63% of Equity and 62% and 82% of Fixed Income funds achieving or beating their benchmarks over one and three years respectively. UK Retail performance was good with 70% of assets outperforming over one year. In our UK Retail fund range, performance was adversely impacted by legacy New Star funds and only 41% of assets outperformed over three years; however, excluding New Star funds, 65% of assets outperformed.

Horizon performance improved significantly in the year with 83% and 88% of assets outperforming over one and three years respectively. This has driven record flows into these funds. Performance of the US Retail fund range has been disappointing with 11% and 16% of assets outperforming over one and three years respectively. This is due to the Henderson International Opportunities Fund, representing approximately 65% of US Retail assets, underperforming.

 

In the Institutional business, all fund classes continued to perform well over one and three years, with 100% of enhanced index funds outperforming over one year and 92% over three years. In our Institutional Fixed Income funds, 64% outperformed over one year and 97% over three years. Hedge fund performance suffered over the one year period, with 67% outperformance; however, three year performance remains good with 81% of funds outperforming. Of our funds, 91% are above or within 5% of their high watermarks.

In Property, the one and three year performance track record is pending publication of the IPD Annual Benchmarks in March 2011. However, estimates devired from the monthly data show that the one year performance numbers should improve significantly with circa 65% of funds achieving benchmarks or better in 2010. Encouragingly, investor confidence in the long-term performance of the Group's Property business has remained strong.

NSIM performance has improved significantly during the period with 98% of assets outperforming over one year. However, the three year investment performance is disappointing with 55% of assets outperforming.

The number of buy rated products increased by 12 to 135 during the period. In addition, the Group won a number of investment performance awards including:

·; FT Business Pension and Investment Provider Award - UK Fixed Income Manager of the Year;

·; Investment Week Fund Manager of the Year - Multi Manager Group of the Year; and

·; Lipper Best European region fund over five years: US.

Fixed Income and Equity funds continued to perform well with 62% and 77% respectively of assets achieving or beating their benchmarks over one year and 82% and 63% respectively over three years.

The Group financial result

Underlying profit before tax in FY10 was £100.7m, an increase of 37% on FY09 (£73.7m). Profit before tax was £76.5m, compared to £15.5m in FY09.

Revenue and fee margins

Total fee income increased by 28% to £362.1m from £283.3m in FY09. Management fee income increased by 25% to £282.5m from £226.8m in FY09, due to a full year of revenues from New Star assets (acquired in April 2009), the impact of higher margin net inflows and higher market levels. The FTSE 100 Index was on average 20% higher in FY10 compared to FY09.

Transaction fees increased by 48% to £36.8m from £24.9m in FY09, primarily due to fees earned on UK Wholesale funds (including New Star) and transactions related to our Property business. Performance fees increased by 35% to £42.8m from £31.6m in FY09, primarily due to fees earned from institutional mandates. The main contributors to performance fees are illustrated below.

Total fee margin increased from 53.5bps in FY09 to 61.7bps in FY10, largely due to higher transaction and performance fees and improving management fee margins following the New Star acquisition and higher margin net inflows. Average management fee and net margins in FY10 were 48.2bps (FY09: 42.8bps) and 17.2bps (FY09: 13.9bps) respectively. Over the past 24 months, the Group's strategy of growing higher margin assets, which now represent 59% of total AUM (FY09: 56%, FY08: 48%), has helped increase the management fee margin by 13% in FY10.

Total fee margin increased in FY10 due to higher transaction and performance fees together with a full year of revenue from New Star. Improving management fee margin illustrates the shift from lower to higher margin business. Net margins have improved as underlying profits grew in better market conditions.

Finance income

Finance income in FY10 decreased by £3.5m to £0.8m, primarily due to lower cash balances, lower interest rates and the impairment of a seed capital investment in a property fund.

Operating costs

Operating costs increased by £48.5m to £253.5m in FY10. The main components are shown in the table below:

FY10Audited£m

FY09Audited£m

Employee compensation and benefits

161.1

126.3

Investment administration

23.3

22.6

Information technology

12.7

11.5

Office expenses

16.2

16.2

Depreciation

3.2

3.2

Other expenses

37.0

25.2

Operating costs

253.5

205.0

 

Employee compensation and benefits increased £34.8m to £161.1m (FY09: £126.3m). Within this, fixed staff costs increased by £6.3m, reflecting the impact of New Star for a full year and salary inflation, whilst variable staff costs increased by £28.5m, driven by improved Group profitability. The average number of full-time employees remained stable in FY10 at 938 (FY09: 933). The compensation ratio also remained stable at 44.4% (FY09: 43.9%) as shown in the graph on the following page, mainly as a result of higher variable staff costs. The Group continues to manage its cost base in line with its income to protect the Group from any significant market dislocation.

Investment administration costs increased by £0.7m to £23.3m, primarily due to the increased number of funds following the New Star acquisition. Information technology costs increased by £1.2m to £12.7m due to the write-off of capitalised software costs, the New Star acquisition and inflation.

Other expenses increased by £11.8m to £37.0m, of which £3.0m represents costs incurred in relation to the potential acquisition of RidgeWorth Capital Management, Inc. on which the Group terminated discussions in June 2010. In addition, the Group has continued to invest in targeted strategic business development, in particular, relating to the UK Retail business, through marketing, events and promotions, with an impact of £6.2m. The Group has also seen an increase in irrecoverable VAT of £4.0m, partly offset by net foreign exchange gains in FY10 of £1.6m (FY09: £0.3m loss).

 

The operating margin improved in FY10 to 30.0% (FY09: 27.6%) due to the increase in market levels, a full year of revenue from New Star funds, higher performance and transaction fees and the Group's continued cost control. The compensation ratio remained stable at 44.4% (FY09: 43.9%), in line with remuneration policies linked to improved Group profitability.

Finance costs

Finance costs in FY10 were £8.7m, £0.2m lower than FY09, and continue to include the amortisation of the profit arising from an interest rate swap on debt in December 2008. The unamortised profit on the interest rate swap as at 31 December 2010 stood at £4.1m and will be amortised over the residual term of the debt, which matures on 2 May 2012.

Non-recurring items

There were four non-recurring items in FY10 resulting in a net pre-tax charge of £10.5m (FY09: £47.5m charge), but a post-tax credit of £6.5m (FY09: £35.2m charge) as shown below:

FY10

Audited£m

FY09Audited£m

FSCS interim levy

(7.6)

-

Goodwill impairment

(8.7)

-

Towry Law International provisionrelease

5.8

-

Impairment of seed capitalinvestments in three property funds

-

(7.3)

Infrastructure fund charge

-

(20.7)

Insurance recoveries

-

14.3

New Star integration costs

-

(33.8)

Non-recurring items before tax

(10.5)

(47.5)

Tax on non-recurring items1

0.6

12.3

Non-recurring tax

16.4

-

Non-recurring items after tax

6.5

(35.2)

 

Note1. The goodwill impairment is disallowable for tax purposes.

 

FSCS interim levy

In November 2010, the FSCS indicated that it would raise an interim levy on investment managers in respect of claims received primarily from investors in Keydata Investment Services Limited (in administration). The Group has provided for this levy in full during 2010.

Goodwill impairment

The goodwill allocated to the New Star Institutional Managers (NSIM) cash generating unit, (a specialised segregated company, formerly part of New Star), as a result of an earn out deal in respect of that company, has been impaired in full as a result of a 50% decline in AUM.

Towry Law International provision release

During the second half of 2010, the majority of a previously recognised product mis-selling provision, relating to legacy Towry Law International products, was deemed no longer required and was released. This resulted in a £5.8m credit in 2010.

Non-recurring tax

During the second half of 2010, HMRC closed enquiries into certain prior year tax filings, resulting in the Group releasing tax provisions of £16.4m.

Tax

The tax charge on recurring profit for the period was £16.1m, giving an effective tax rate of 18.5% (FY09: £13.3m, 21.2%). The effective tax rate on recurring profit is less than the UK corporation tax statutory rate of 28%, primarily as a result of the net favourable effect of different statutory tax rates applying to profits generated by non-UK subsidiaries. In addition, deferred tax balances have been adjusted for the 1% decrease in the UK corporation tax rate effective from 1 April 2011.

AUM and fund flows

Total AUM at 31 December 2010 were £61.6bn, 6% higher than at 31 December 2009 (£58.1bn). The Group generated higher margin net inflows of £2.0bn and net inflows of £0.4bn in Institutional. These net inflows were offset by lower margin outflows from Cash funds (£1.0bn), NSIM (£1.0bn) and Pearl (£1.8bn) and the transfer of the Henderson International Property Fund to Aviva Investors (£0.2bn). Outflows from Pearl will have no material impact on expected future revenues due to the fee compensation arrangements in place with this client.

The chart above shows AUM by asset class and includes cash holdings within products in Fixed Income AUM and fund of fund holdings in Equities AUM. Property asset class AUM excludes £0.4bn of cash holdings (FY09: £0.3bn) and £0.6bn of fund of fund holdings (FY09: £0.6bn) held in Property-related products. The increase in Equities AUM is due to net inflows into Horizon funds and the increase in equity market levels. Fixed Income AUM has fallen mainly due to outflows from Cash funds and Pearl. The increase in Property funds is mainly due to inflows during the year.

Summary of movements in AUM

Opening AUM£bn

Net flowsFY10£bn

Fund transfer 1FY10£bn

Market/FX FY10£bn

ClosingAUM£bn

Managementfees2FY10£m

Management fees2 FY09£m

Higher margin

Investment Trusts

3.5

(0.3)

-

0.5

3.7

14.9

12.9

Horizon funds

3.4

1.0

-

0.7

5.1

39.1

24.2

UK Retail

10.3

0.3

(0.2)

0.2

10.6

79.2

59.8

US Retail

3.2

-

-

0.4

3.6

28.5

21.3

Hedge funds

0.9

0.1

-

0.1

1.1

13.1

10.4

Property (non-US)3

7.6

1.3

-

0.3

9.2

37.4

32.1

Property (US)

1.3

-

-

0.1

1.4

5.3

5.5

Private Equity4

0.6

-

-

0.1

0.7

5.5

9.5

Structured Products

1.8

(0.4)

-

(0.2)

1.2

6.3

4.4

Higher margin total

32.6

2.0

(0.2)

2.2

36.6

229.3

180.1

Lower margin and Pearl5

Institutional clients

13.2

0.4

-

1.8

15.4

/

/

Cash funds

2.3

(1.0)

-

-

1.3

/

/

NSIM

2.0

(1.0)

-

0.1

1.1

/

/

Lower margin total

17.5

(1.6)

-

1.9

17.8

/

/

Pearl

8.0

(1.8)

-

1.0

7.2

/

/

Lower margin and Pearl total

25.5

(3.4)

-

2.9

25.0

53.2

46.7

Total

58.1

(1.4)

(0.2)

5.1

61.6

282.5

226.8

 

Notes1. Transfer of the Henderson International Property Fund, acquired as part of New Star, to Aviva Investors

2. Net of commission expense.3. Property AUM at 31 December 2010 excludes £0.8bn of UK Retail funds and £0.4bn of Pearl Property managed funds.4. Private Equity AUM (based on 30 September 2010 valuations) excludes £0.1bn of Pearl Private Equity managed funds.5. The composition of lower margin and Pearl management fees by category is not shown due to client confidentiality.

 

Horizon and UK Retail funds had net inflows of £1.3bn in FY10. Property net inflows of £1.3bn in FY10 included the purchase of a 50% stake in Westfield Stratford City on behalf of clients. Net inflows into Institutional were more than offset by outflows from lower margin Cash funds and NSIM in FY10.

 

EPS on underlying profit increased in FY10 as a result of the Group generating higher earnings due to improved market conditions and continued cost control.

 

We believe the Treating Customers Fairly (TCF) initiative promoted by the FSA is embedded within the culture and procedures of the Group. TCF, among other priorities, is intended to promote fair treatment of customers by regulated firms throughout the product life cycle, from design to post-sales support. We always aim to:

Treating customers fairly

·;  Treat our clients fairly;

·;  Ensure that any information provided in respect of a product is clear, fair and not misleading; and

·;  Align our interests with those of our clients.

 

Pension schemes

The Group has three types of pension schemes. A defined benefit scheme and a defined contribution scheme, together forming the Henderson Group Pension Scheme (Pension Scheme), and three small unapproved pension top-up schemes for previous executives.

There was a net surplus in the Pension Scheme of £112.5m at 31 December 2010 (FY09: £90.0m). The increase in the Pension Scheme surplus during 2010 is due to better than expected returns on the asset portfolio and a lower assumption for future price inflation, based on the Bank of England's published price inflation curve, set at 3.6% per annum (2009: 3.7% per annum). These increases were partially offset by a lower discount rate used to value the Pension Scheme's liabilities for accounting purposes, set by reference to AA-rated corporate bonds with approximately 20 years' duration, down to 5.4% per annum from 5.6% per annum in 2009.

The liability in respect of the Group's unapproved pension schemes amounted to £6.2m at 31 December 2010 (FY09: £6.1m).

Regulatory requirements

 

The Group is subject to regulatory oversight and inspection by the FSA and other international regulatory bodies. Consequently, the Group's internal controls, governance, procedures and capital are reviewed on a continuous basis. Both management and the Board of Directors ensure that the Group is compliant with its regulatory obligations at all times. The Group has a waiver from consolidated supervision in place, valid until April 2014. The regulatory capital surplus of the Group under the Parent Financial Holding Company test amounted to £304m at 31 December 2010 (FY09: £323m).

Dividends

 

The Board is recommending a final dividend for 2010 of 4.65 pence per share, which will bring the total dividend for 2010 to 6.5 pence per share, an increase of 0.4 pence per share from 2009. The proposed final dividend will be paid on 27 May 2011 to shareholders on the register on 6 May 2011.

The Board has adopted a progressive dividend policy and will continue to apply a dividend formula where the interim dividend will be 30% of the total dividend of the previous year, assuming the Group has the resources to fund the dividend.

Gartmore Acquisition

 

On 12 January 2011, the Group announced that it had reached agreement with the board of Gartmore on the terms of a recommended acquisition by the Group of the entire issued share capital of Gartmore (Gartmore Acquisition). The acquisition will reinforce the Group's position as a diversified fund manager with product strength in traditional long-only and absolute return offerings and will significantly enhance the Group's presence in UK retail asset management. Subject to regulatory and shareholder approvals, the acquisition is expected to complete on 4 April 2011 with integration expected to be completed during 2011.

 

financial review and key performance indicators

risk management

 

 

EFFECTIVE MANAGEMENT OF RISK IS CENTRAL TO ACHIEVING OUR BUSINESS OBJECTIVES

Risk management

We have a framework in place which embeds the management of risk at all levels within the organisation. The framework also ensures that we meet our business objectives without exceeding our risk appetite; and is subject to continuous review to ensure it recognises both new and emerging risks in the business. The Group's risk management and capital disclosures in accordance with chapter 11 of the FSA's Prudential Sourcebook for Banks, Building Societies and Investment Firms (Pillar 3 disclosures) are available on our website at www.henderson.com.

Key risks and their mitigation

The key risks faced by the Group fall into a number of distinct categories and the means adopted to mitigate them are both varied and relevant to the nature of the risk concerned. These are set out below in alphabetical order of the key risks:

Key risks

Description

Mitigation

Acquisition

 

 

 

 

 

 

The Group's long-term strategy involves its willingness to consider the acquisition of businesses. In addition to financial risks, this introduces the risk of organisational stress through the potential demands made on staff and resources through the need to integrate acquired businesses.

 

We only consider acquisitions where they fit with our strategic goals and meet our financial criteria such that we can realise value for our shareholders. Thorough due diligence is performed before any acquisition is made and this includes assessing the ability of the Group to successfully integrate the acquired business.

Business disruption

 

 

 

 

 

 

 

Business disruption risk is the risk of the occurrence of events which could have a material impact on the operations of the business.

 

 

 

 

 

Our business continuity plans are designed to ensure that, should an event occur which disrupts business activity, we are able to maintain our operations without irreparable damage being done to the business. These plans are regularly tested. The Group also has insurance arrangements should loss of revenue occur through business interruption.

Credit

 

 

 

 

 

 

 

 

 

Credit risk is the risk of a counterparty to the Group defaulting on funds deposited with it or the non-receipt of a trade debt.

 

 

 

 

 

 

We have an established credit risk policy to ensure its counterparties meet strict minimum rating requirements consistent with the Group's risk appetite; and the Credit Risk Committee meets regularly to approve, review and set limits for all new and existing counterparties. In addition, the Group has many clients that have fees deducted directly from their assets or alternatively are billed regularly with strict payment terms.

Foreign currency

 

 

 

 

 

 

 

 

Foreign currency risk is the risk that the Group will sustain losses through adverse movements in exchange rates.

 

 

 

 

 

 

 

We mitigate this risk through the effect of natural hedges i.e. holding financial assets and liabilities of equal value in the same currency; by limiting the net exposure to an individual currency; and by entering into hedging instruments such as foreign exchange contracts, which are primarily used to hedge available-for-sale financial assets. A Hedge Committee oversees the risk and reports to the Board monthly.

Investment performance

 

 

 

 

 

 

Investment performance risk is the risk that funds fail to achieve performance hurdles or benchmarks. The effect of this might be that clients redeem investments, which in turn would result in a reduction in fees earned by the Group. Poor fund performance will also result in lower performance fees.

We mitigate this risk with a robust investment process which includes detailed research. We also have a clearly articulated investment philosophy and analyse our funds by comparing their performance against appropriate benchmarks.

 

Key personnel

 

 

 

 

 

 

 

 

 

Key personnel risk is the risk of losing either a member of the Senior Management Team or one of the Group's key investment or distribution professionals. This could have an adverse effect on both the growth of the business and/or the retention of existing business.

 

 

We operate competitive remuneration structures designed to recognise and reward outperformance. We also have succession planning to ensure that there is cover for key roles should they become vacant. In addition, staff surveys identify any issues which could adversely impact staff retention and comprehensive training is offered ensuring skills and knowledge reside in more than one individual.

Liquidity

 

 

 

 

 

 

 

 

 

Liquidity risk is the risk that the Group may be unable to meet its payment obligations as they fall due.

 

 

 

 

 

 

 

We manage liquidity on a daily basis within the Finance function, which ensures that the Group has sufficient cash and/or highly liquid assets available to meet its liabilities. The Group ensures that it has access to funds to cover all forecast commitments for at least the following 12 months. Henderson does not bear any liquidity risk associated with its clients' funds and has no obligation to provide short-term liquidity to its clients.

Market

 

 

 

 

 

 

 

 

 

 

Market risk is the risk that market conditions lead to a decline in the value of Group available-for-sale financial assets and/or a reduction in the value of clients' AUM, which would result in a reduction in the level of the fees that are based on the value of clients' AUM.

 

 

 

 

 

 

We mitigate the market risk on the Group's available-for-sale assets by investing in a diversified range of assets; and mitigate a fall in the value of clients' AUM by having a broad range of clients by distribution channel, product, asset class and region. In addition, the Group actively seeks fee bases which are not solely related to market value of AUM. It also makes a significant amount of its expense base variable and therefore capable of reduction, without having a significant impact on the Group's operating capability.

Operational

 

 

 

 

 

 

Operational risk is the risk that the Group will sustain losses through inadequate or failed internal processes, people, systems and external events.

 

 

 

 

We operate a system of controls which is designed to ensure operational risks are mitigated to the required level. The operation and effectiveness of the controls are regularly assessed and confirmed through the work of the Group's assurance functions: Risk Management, Compliance and Internal Audit.

Outsourcing

 

 

 

 

 

 

 

 

 

 

Outsourcing risk is the risk of failure in respect of the provision of services by third party administrators (TPAs). Any significant interruption in services or deterioration in performance could damage the Group's operations. Furthermore, if the contracts with any of the TPAs are terminated, the Group may not be able to find alternative TPAs on a timely basis or on equivalent terms.

 

 

 

We oversee the operation of our TPAs to ensure key performance standards are met. We hold regular meetings with our TPAs to discuss any service concerns or problems and work in partnership with TPAs to deliver solutions. The Group's assurance functions also review controls operated by our major TPAs. The financial strength of a TPA is given careful consideration when contracts are awarded and also if a material deterioration should occur in a TPA's financial strength.

Regulatory

 

 

 

 

 

 

 

 

Regulatory risk is the risk that a change in laws and regulations will materially affect the Group's business or markets in which it operates. The Group's business is subject to many regulations in different jurisdictions and currently the pace of change is significant and may affect the business either directly or indirectly by reducing investors' appetite for its products, increasing capital requirements or in some other way.

We continuously monitor regulatory developments and where there is likely to be an impact, we have working groups in place to implement the changes. The Compliance team in particular monitor ongoing regulatory obligations and engage in dialogue with the main regulator.

 

 

Reputational

 

 

 

 

 

Reputational risk is the risk that negative publicity regarding the Group will lead to a loss of revenue or litigation. The risk of damage to the Group's reputation is more likely to result from one of the risks described above materialising rather than as a standalone risk.

We believe that reputational risk is mitigated through the effective mitigation of the other key risks. In addition, we regularly update clients and the market and in doing so, mitigate the risk of reputational damage.

 

 

 

Consolidated Income Statement 

For the year ended 31 December 2010

Notes

2010

£m

2009

£m

Income

Gross fee income and commissions

3

487.9

362.0

Finance income

3

0.8

4.3

Gross income

488.7

366.3

Commissions and fees payable

3

(125.8)

(78.7)

Total income

362.9

287.6

Expenses

Operating costs

4.1

(250.3)

(201.8)

Depreciation

15

(3.2)

 (3.2)

Total expenses before finance costs

(253.5)

 (205.0)

Finance costs

6

(8.7)

(8.9)

Total expenses

(262.2)

(213.9)

Underlying profit before tax

100.7

73.7

Intangible amortisation

13

(11.6)

(8.7)

Void property finance charge

22

(2.1)

(2.0)

Recurring profit before tax

87.0

63.0

Non-recurring items

7

(10.5)

(47.5)

Profit before tax

76.5

15.5

Tax on recurring profit

(16.1)

(13.3)

Tax on non-recurring items

0.6

12.3

Non-recurring tax

7

16.4

-

Total tax

8

0.9

(1.0)

Profit after tax

77.4

 14.5

Attributable to:

Equity holders of the parent

77.9

13.8

Non-controlling interests

(0.5)

0.7

77.4

14.5

Dividends

Dividends declared and charged to equity during the year

11

49.0

48.3

Dividends proposed

11

38.8

35.1

Earnings per share

Basic

9.2.2

9.9p

1.8p

Diluted

9.2.2

9.2p

1.7p

 

 

Consolidated Statement of Comprehensive Income

For the year ended 31 December 2010

 

 

 

Notes

2010

£m

2009

£m

Profit after tax

77.4

14.5

Other comprehensive income

Exchange differences on translation of foreign operations

0.3

(1.2)

Available-for-sale financial assets:

Exchange differences on translation

-

(3.2)

Translation reserve transfer on sale

-

(1.1)

Translation reserve transfer on impairment

(0.3)

0.5

Net gains/(losses) on revaluation

3.0

(8.2)

Revaluation reserve transfer on sale

-

5.6

Revaluation reserve transfer on impairment

-

6.8

Tax effect of available-for-sale financial assets movements

8

(0.6)

(0.6)

Actuarial gains/(losses):

Actuarial gains/(losses) on defined benefit pension schemes

21

14.8

(69.7)

Actuarial gains on post-retirement medical benefits

0.2

0.1

Tax effect of actuarial (gains)/losses

8

(3.9)

19.4

Other comprehensive income/(expense) after tax

13.5

(51.6)

Total comprehensive income/(expense) after tax

90.9

(37.1)

Attributable to:

Equity holders of the parent

91.4

(37.8)

Non-controlling interests

(0.5)

0.7

90.9

(37.1)

 

 

Consolidated Statement of Financial Position

As at 31 December 2010

 

 Notes

2010£m

2009£m

Non-current assets

Intangible assets

13

345.0

366.2

Investments accounted for using the equity method

14.2

6.8

6.4

Plant and equipment

15

21.2

23.0

Retirement benefit assets

21

112.5

90.0

Deferred tax assets

23

30.3

15.4

Deferred acquisition and commission costs

17

58.3

 43.6

574.1

544.6

Current assets

Available-for-sale financial assets

16

46.6

41.7

Financial assets at fair value through profit or loss

16

1.2

0.9

Trade and other receivables

18

141.6

146.8

Deferred acquisition and commission costs

17

55.3

33.4

Cash and cash equivalents

19.1

176.6

 119.0

421.3

 341.8

Total assets

995.4

886.4

Non-current liabilities

Debt instrument in issue

20

179.1

181.9

Retirement benefit obligations

21

6.2

6.1

Provisions

22

25.3

35.0

Deferred tax liabilities

23

50.1

51.6

Deferred income

58.4

42.0

319.1

316.6

Current liabilities

Trade and other payables

24

222.0

211.5

Provisions

22

27.4

19.5

Deferred income

56.3

34.1

Current tax liabilities

15.7

22.5

321.4

287.6

Total liabilities

640.5

604.2

Net assets

354.9

 282.2

Capital and reserves

Share capital

25.2

104.2

103.1

Share premium

261.0

250.7

Own shares held

(52.4)

(51.6)

Translation reserve

6.2

6.2

Revaluation reserve

5.0

2.0

Profit and loss reserve

30.4

(29.2)

Shareholders' equity

354.4

281.2

Non-controlling interests

 27

0.5

1.0

Total equity

354.9

282.2

The financial statements were approved by the Board of Directors and authorised for issue on 22 February 2011. They were signed on its behalf by:

 

Rupert Pennant-Rea

Chairman

 

 

Consolidated Statement of Changes in Equity

For the year ended 31 December 2010

 

 

Sharecapital£m

Sharepremium£m

Own sharesheld£m

Translationreserve£m

Revaluationreserve£m

Profit and lossreserve£m

Non-controllinginterests£m

Totalequity£m

At 1 January 2009

90.7

195.1

(74.2)

11.2

(2.2)

72.2

0.3

293.1

Total comprehensive (expense)/income after tax

-

-

-

(5.0)

4.2

(37.0)

0.7

(37.1)

Dividends paid to equity shareholders

-

-

-

-

-

(48.3)

-

(48.3)

Purchase of own shares

-

-

(9.0)

-

-

-

-

(9.0)

Share placing

9.1

38.0

-

-

-

-

-

47.1

Share issue costs

-

(1.3)

-

-

-

-

-

(1.3)

Shares issued on acquisition of New Star

3.2

18.0

-

-

-

-

-

21.2

Issue of shares for SAYE

0.1

0.5

-

-

-

-

-

0.6

Issue of shares for BAYE

-

0.4

-

-

-

(0.4)

-

-

Vesting of share schemes

-

-

31.6

-

-

(31.6)

-

-

Movement in equity-settled share scheme expenses

-

-

-

-

-

15.9

-

15.9

At 31 December 2009

103.1

250.7

(51.6)

6.2

2.0

(29.2)

1.0

282.2

Total comprehensive income after tax

-

-

-

-

3.0

88.4

(0.5)

90.9

Dividends paid to equity shareholders

-

-

-

-

-

(49.0)

-

(49.0)

Purchase of own shares

-

-

(13.5)

-

-

-

-

(13.5)

Issue of shares for SAYE

-

0.2

-

-

-

-

-

0.2

Issue of shares for BAYE

0.2

1.9

-

-

-

(1.2)

-

0.9

Issue of shares for other share schemes

0.9

8.2

(9.1)

-

-

-

-

-

Vesting of share schemes

-

-

21.8

-

-

(21.8)

-

-

Movement in equity-settled share scheme expenses

-

-

-

-

-

18.0

-

18.0

Tax movement on share scheme expenses

-

-

-

-

-

25.2

-

25.2

At 31 December 2010

104.2

261.0

(52.4)

6.2

5.0

30.4

0.5

354.9

 

 

Consolidated Statement of Cash Flows

For the year ended 31 December 2010

 

Notes

2010£m

2009£m

Cash flows from operating activities

Profit before tax

76.5

15.5

Adjustments to reconcile profit before tax to net cash flows from operating activities:

- debt instrument interest expense

6

8.5

8.8

- share-based payment charges

10.2

18.0

15.9

- intangible amortisation

13

11.6

8.7

- computer software disposal

13

0.9

-

- goodwill impairment

13

8.7

-

- share of profit of associates and joint ventures

14.2

(2.0)

(1.4)

- plant and equipment depreciation

15

3.2

3.2

- available-for-sale financial assets impairment

16

1.8

7.5

- (gain)/loss on disposal of available-for-sale financial assets

(0.1)

2.0

- net deferred acquisition and commission costs and deferred income amortisation

0.1

(1.7)

- contributions to the Henderson Group Pension Scheme in excess of costs recognised

(7.5)

(5.6)

- Towry Law International provision release

22

(5.8)

-

- other provisions release

22

(0.1)

-

- void property finance charge

22

2.1

2.0

Cash flows from operating activities beforechanges in operating assets and liabilities

115.9

54.9

Changes in operating assets and liabilities

19.2

16.5

(27.7)

Net tax received/(paid)

1.8

(1.0)

Net cash flows from operating activities

134.2

26.2

Cash flows from investing activities

Proceeds from sale of available-for-sale financial assets

9.7

35.1

Dividends from associates and distributions from joint ventures

1.8

1.3

Purchases of:

- available-for-sale financial assets

(12.4)

(12.5)

- plant and equipment

15

(1.1)

(3.6)

- intangible assets

13

-

(0.5)

- interests in associates and joint ventures

(0.2)

(0.4)

Acquisition of subsidiaries, net of cash acquired

-

(54.5)

Net cash flows from investing activities

(2.2)

(35.1)

Cash flows from financing activities

Proceeds from issue of shares

0.2

46.4

Purchase of own shares

(13.5)

(9.0)

Dividends paid to equity shareholders

11

(49.0)

(48.3)

Interest paid on debt instrument in issue

(11.4)

(11.4)

Net cash flows from financing activities

(73.7)

(22.3)

Effects of exchange rate changes

(0.7)

(1.9)

Net increase/(decrease) in cash and cash equivalents

57.6

(33.1)

Cash and cash equivalents at beginning of year

119.0

152.1

Cash and cash equivalents at end of year

19.1

176.6

119.0

 

 

Company Income Statement

For the year ended 31 December 2010

Note

2010£m

2009£m

Administration costs

(1.1)

(0.7)

Loss before tax

(1.1)

(0.7)

Tax

8

-

-

Loss after tax

(1.1)

(0.7)

 

 

Company Statement of Comprehensive Income

For the year ended 31 December 2010

 2010£m

2009£m

Loss after tax

(1.1)

(0.7)

Total comprehensive expense after tax

(1.1)

(0.7)

 

 

Company Statement of Financial Position

As at 31 December 2010

 

Notes

2010£m

2009£m

Non-current assets

Investment in subsidiaries

14.1

460.7

444.9

460.7

444.9

Current assets

Trade and other receivables

18

0.1

11.7

Cash and cash equivalents

19

0.1

0.8

0.2

12.5

Total assets

460.9

457.4

Current liabilities

Trade and other payables

24

3.3

1.9

Total liabilities

3.3

1.9

Net assets

457.6

455.5

Capital and reserves

Share capital

25.2

104.2

103.1

Share premium

261.0

250.7

Own shares held

(52.4)

(51.6)

Profit and loss reserve

144.8

153.3

Total equity

457.6

455.5

 

The financial statements were approved by the Board of Directors and authorised for issue on 22 February 2011. They were signed on its behalf by:

 

Rupert Pennant-Rea

Chairman

 

 

Company Statement of Changes in Equity

For the year ended 31 December 2010

Sharecapital£m

Sharepremium£m

Own

shares held£m

Profit andloss reserve£m

Total£m

At 1 January 2009

90.7

195.1

(74.2)

170.4

382.0

Total comprehensive expense after tax

-

-

-

(0.7)

(0.7)

Dividends paid to equity shareholders

-

-

-

(0.3)

(0.3)

Purchase of own shares

-

-

(9.0)

-

(9.0)

Share placing

9.1

38.0

-

-

47.1

Share issue costs

-

(1.3)

-

-

(1.3)

Shares issued on acquisition of New Star

3.2

18.0

-

-

21.2

Issue of shares for SAYE

0.1

0.5

-

-

0.6

Issue of shares for BAYE

-

0.4

-

(0.4)

-

Vesting of share schemes

-

-

31.6

(31.6)

-

Movement in equity-settled share scheme expenses

-

-

-

15.9

15.9

At 31 December 2009

103.1

250.7

(51.6)

153.3

455.5

Total comprehensive expense after tax

-

-

-

(1.1)

(1.1)

Purchase of own shares

-

-

(13.5)

-

(13.5)

Issue of shares for SAYE

-

0.2

-

-

0.2

Issue of shares for BAYE

0.2

1.9

-

(1.2)

0.9

Issue of shares for other share schemes

0.9

8.2

(9.1)

-

-

Vesting of share schemes

-

-

21.8

(21.8)

-

Movement in equity-settled share scheme expenses

-

-

-

15.6

15.6

At 31 December 2010

104.2

261.0

(52.4)

144.8

457.6

 

 

Company Statement of Cash Flows

For the year ended 31 December 2010

 

 Notes

2010£m

2009£m

Cash flows from operating activities

Loss before tax

(1.1)

(0.7)

Changes in operating assets and liabilities

19.2

13.7

(11.8)

Net cash flows from operating activities

12.6

(12.5)

Cash flows from investing activities

Acquisition of subsidiaries

-

(73.4)

Net cash flows from investing activities

-

(73.4)

Cash flows from financing activities

Proceeds from issue of shares

0.2

46.3

Purchase of own shares

(13.5)

(6.3)

Proceeds of loans from subsidiary companies

-

47.0

Dividends paid to equity shareholders

-

(0.3)

Net cash flows from financing activities

(13.3)

86.7

Net (decrease)/increase in cash and cash equivalents

(0.7)

0.8

Cash and cash equivalents at beginning of year

0.8

-

Cash and cash equivalents at end of year

 19.1

0.1

0.8

 

 

Notes to the Financial Statements - Group and Company

 

1. Authorisation of financial statements and statement of compliance with IFRS

The Group and Company financial statements for the year ended 31 December 2010 were authorised for issue by the Board of Directors on 22 February 2011 and the respective statements of financial position were signed on the Board's behalf by Rupert Pennant-Rea. Henderson Group plc is a public limited company incorporated in Jersey and tax resident in the Republic of Ireland. The Company's ordinary shares are traded on the LSE and CDIs are traded on the ASX.

The Group and Company financial statements have been prepared in accordance with IFRS and the provisions of the Companies (Jersey) Law 1991.

The principal accounting policies adopted by the Group and by the Company are set out in note 2.

2. Accounting policies

2.1 Significant accounting policies

Basis of preparation

The Group and Company financial statements have been prepared on a going concern basis and on the historical cost basis, except for certain financial instruments that have been measured at fair value.

The Group and Company financial statements are presented in pounds sterling and all values are rounded to the nearest one hundred thousand pounds (£0.1m), except when otherwise indicated.

Basis of consolidation

The consolidated financial statements of the Group comprise the financial statements of Henderson Group plc and its subsidiaries as at 31 December each year.

The financial statements of all the Group's significant subsidiaries are prepared to the same year end date as that of the Company. The accounts of all material subsidiaries are prepared under either IFRS or UK GAAP. Where prepared under UK GAAP, balances reported by subsidiaries are adjusted to meet IFRS requirements for the purpose of the consolidated financial statements.

The results of subsidiaries acquired or disposed of during the year are included in the consolidated income statement from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where there is a loss of control of a subsidiary, the consolidated financial statements include the results for the period of the reporting year during which the Group had control. Non-controlling interests represent the equity interests in subsidiaries not fully held by the Group.

Interests in property closed-ended funds, private equity infrastructure funds, Open-Ended Investment Companies (OEICs) and unit trusts are accounted for as subsidiaries, associates, joint ventures or other financial investments depending on the holdings of the Group and on the level of influence and control that the Group exercises. Strategic shareholder investments in associates, where the Group has the ability to exercise significant influence as well as joint ventures where there is joint control, are accounted for using the equity method.

Income recognition

Fee income and commission receivable

Fee income includes management fees, transaction fees and performance fees (including earned carried interest). Management fees and transaction fees are recognised in the accounting period in which the associated investment management or transaction services are provided. Performance fees are recognised when the prescribed performance hurdles have been achieved and it is probable that the fee will crystallise as a result. The Group's policy is to accrue 95% of the expected fee on satisfaction that the recognition criteria have established a performance fee is due, with the balance recognised on cash settlement. Initial fees and commission receivable are deferred and amortised over the anticipated period in which services will be provided, determined by reference to the average term of investors in each product on which commissions are earned. Other income is recognised in the accounting period in which services are rendered.

Carried interest

The Group is entitled to receive a share of profits (carried interest) from certain private equity funds it manages, once the funds meet certain performance conditions. Where the funds' investments constitute large volumes in relatively illiquid markets, the Group does not deem it appropriate to recognise unearned carried interest based on current fair values. However, where the value of the carried interest will be determined by the future disposal of investments which are quoted on a recognised exchange, then the Group will recognise carried interest to the extent deemed prudent. Carried interest for all other types of investments is only recognised when investments are disposed of and performance conditions are met.

Finance income

Interest income is recognised as it accrues using the effective interest rate method. Dividend income from investments is recognised on the date that the right to receive payment has been established.

Realised and unrealised gains and losses on financial assets

See policy set out under financial instruments on page 23.

Operating leases

All leases are classified as operating leases. Operating lease payments are recognised as an expense in the income statement on a straight-line basis over the lease term. Benefits received and receivable as an incentive to enter into an operating lease are also spread on a straight-line basis over the lease term.

Post-employment benefits

The Group provides employees with retirement benefits through both defined benefit and defined contribution schemes. The assets of these schemes are held separately from the Group's general assets in trustee administered funds.

Defined benefit obligations and the cost of providing benefits are determined annually by independent qualified actuaries using the projected unit credit method. The obligation is measured as the present value of the estimated future cash outflows using a discount rate based on AA rated corporate bond yields of appropriate duration. The resulting surplus or deficit of defined benefit assets less liabilities is recognised in the statement of financial position. The Group's expense related to these schemes is accrued over the employees' service lives, based upon the actuarial cost for the accounting period, having considered interest costs and the expected return on assets. Actuarial gains and losses are recognised in the statement of comprehensive income in the accounting period in which they occur. Normal contributions to the defined contribution scheme are charged to the income statement as they become payable in accordance with the rules of the scheme.

Other post-employment benefits, such as medical care and life insurance, are also provided for certain employees. The costs of such benefits are accrued over the employees' service lives, based upon the actuarial cost for the accounting period using a methodology similar to that for defined benefit pension schemes.

Share-based payment transactions

The Group issues equity-settled and cash-settled share-based payments to certain employees. The valuation methodology, assumptions and schemes are disclosed in note 10.

Equity-settled share-based payments are measured at the fair value of the equity instruments at the grant date. The awards are expensed, with a corresponding increase in reserves, on either a straight-line basis or a graded basis (depending on vesting conditions) over the vesting period, based on the Group's estimate of shares that will eventually vest. The expected life of the awards used in the determination of fair value is adjusted for, based on management's best estimate, the effects of non-transferability, exercise restrictions, market performance and behavioural considerations.

The cost of cash-settled transactions is measured initially at fair value at the grant date. The fair value is expensed over the period until vesting, with recognition of a corresponding liability. The liability is remeasured at each reporting date up to and including the settlement date, with changes in fair value recognised in the income statement.

Income and sales taxes

The Group provides for current tax expense according to the tax laws of each jurisdiction in which it operates, using tax rates that have been enacted or substantively enacted by the reporting date.

Deferred tax is provided, using the liability method, on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Deferred tax assets or liabilities are not recognised if they arise from goodwill, however, they are recognised on separately identified intangible assets. If the deferred tax arises from the initial recognition of an asset or liability in a transaction, other than a business combination, that at the time of the transaction affects neither the accounting nor taxable profit or loss, it is not accounted for. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax liabilities are not recognised for taxable differences arising on investments in subsidiaries, branches, associates and joint ventures where the Group controls the timing of the reversal of the temporary differences and where the reversal of the temporary differences is not anticipated in the foreseeable future.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised, based on tax rates and tax laws that have been enacted or substantively enacted by the reporting date.

Income tax relating to items recognised in the statement of comprehensive income is also recognised in that statement and not in the income statement.

Expenses and assets are recognised net of the amount of sales tax, except where the sales tax is not recoverable, in which case the sales tax is recognised as part of the cost of acquisition of the asset or as part of expenses. Receivables and payables are stated with the amount of sales tax included. The net amount of sales tax recoverable from, or payable, to the taxation authority, is included separately in receivables or payables in the statement of financial position.

Business combinations

Under the requirements of IFRS 3 Business Combinations, all business combinations are accounted for using the purchase method (acquisition accounting). The cost of a business combination is the aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or assumed and equity instruments issued by the acquirer. The fair value of a business combination is calculated at the acquisition date by recognising the acquiree's identifiable assets, liabilities and contingent liabilities that satisfy the recognition criteria, at their fair values at that date. The acquisition date is the date on which the acquirer effectively obtains control of the acquiree. The cost of a business combination in excess of fair value of net identifiable assets or liabilities acquired, including intangible assets identified, is recognised as goodwill. Any costs incurred in relation to a business combination after 1 July 2009 are expensed when the services are received.

Goodwill

Goodwill arising on acquisitions is capitalised in the consolidated statement of financial position. Goodwill on acquisitions prior to 1 January 2004 is carried at its value on 1 January 2004 less any subsequent impairments.

Goodwill arising on investments in associates and joint ventures is included within the carrying value of the equity accounted investments.

Impairment of goodwill

Goodwill is reviewed for impairment annually or more frequently if changes in circumstances indicate that the carrying value may be impaired. For this purpose, management prepares a valuation for each cash generating unit based on value in use. This valuation is based on the approved forecasts for future years, extrapolated for expected future growth rates, and discounted at the Group's risk adjusted discount rate. Where the value in use is less than the carrying amount, an impairment is recognised. Where goodwill forms part of an entity or sub-group and the entity or sub-group or part thereof is disposed of, the goodwill associated with the entity or sub-group disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal. Any impairment is recognised immediately through the consolidated income statement and cannot subsequently be reversed.

Investment management contracts

Investment management contracts have been identified as a separately identifiable intangible asset arising on the acquisition of subsidiaries. Intangible assets are recognised at the present value of the expected future cash flows of the investment management contracts acquired. The intangible asset is amortised on a straight-line basis over the expected life of the investment management contracts, currently estimated at approximately eight years.

Computer software

The costs of purchasing and developing computer software, together with associated relevant expenditure, are capitalised where it is probable that future economic benefits that are attributable to the assets will flow to the Group and the cost of the assets can be measured reliably. Computer software is included in the statement of financial position as an intangible asset and is recorded initially at cost and then amortised over its expected useful life of between three and five years on a straight-line basis.

Plant and equipment

Plant and equipment is valued at cost and depreciated on a straight-line basis over its useful economic life of between two and 20 years.

An item of plant and equipment is removed upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal of the asset, calculated as the difference between the net disposal proceeds and the carrying amount of the item, is included in the income statement in the year the item is sold or retired.

Investments in subsidiaries

Investments by the Company in subsidiary undertakings are held at cost less any impairment where circumstances indicate that the carrying value may not be recoverable.

Equity accounted investments

Equity accounted investments comprise investments in associates and joint ventures held by the Group. Investments are recognised initially at cost. The investments are subsequently carried at cost adjusted for the Group's share of profits or losses and other changes in comprehensive income of the associate or joint venture, less any dividends or distributions received by the Group. The consolidated income statement includes the Group's share of profits or losses for the year.

Deferred acquisition and commission costs

For investment management contracts, incremental acquisition costs are deferred to the extent that they are recoverable out of future income. This includes initial commission paid by the Group in respect of certain investment products. These costs are amortised over the period in which they are expected to be recovered out of margins from matching revenues from related contracts. At the end of each accounting period, deferred acquisition and commission costs are reviewed for recoverability against future margins from the related contracts in force at the reporting date.

Placement fees are deferred and amortised over the expected investment period of the fund. Where the actual investment period is significantly shorter than expected, the amortisation rate is accelerated accordingly.

Impairment of assets (excluding goodwill and financial assets)

At each reporting date, the Group assesses whether there is any indication that an asset may be impaired. Where an indicator of impairment exists, the Group makes a formal estimate of the recoverable amount, being the higher of an asset's fair value less cost to sell, and its value in use. In assessing value in use, the estimated future cash flows are discounted to their net present value using a risk adjusted discount rate that reflects a current market assessment of the time value of money and the risks specific to the asset.

Where the carrying amount of an asset exceeds its recoverable amount, the asset is considered to be impaired and is written down to its recoverable amount. An impairment loss is recognised in the income statement.

Financial instruments

Financial assets and liabilities are recognised in the statement of financial position, when the Group becomes party to the contractual provisions of an instrument, at fair value adjusted for transaction costs, except for financial assets classified at fair value through profit or loss, where transaction costs are immediately recognised in the income statement. Financial assets are derecognised when the rights to receive cash flows from the investments have expired or where they have been transferred and the Group has also transferred substantially all risks and rewards of ownership. Financial liabilities cease to be recognised when the obligation under the liability has been discharged, cancelled or has expired.

Financial assets

Purchases and sales of financial assets are recognised at the trade date, being the date when the purchase or sale becomes contractually due for settlement. Delivery and settlement terms are usually determined by established practices in the market concerned.

Debt securities, equity securities and holdings in authorised collective investment schemes are designated as either fair value through profit or loss, or available-for-sale, and are measured at subsequent reporting dates at fair value. The Group determines the classification of its financial assets on initial recognition. Financial assets classified as fair value through profit or loss comprise the Group's manager box positions in OEICs and unit trusts, which are recorded on a fair value basis. Where securities are designated as fair value through profit or loss, gains and losses arising from changes in fair value are included in the income statement.

For available-for-sale financial assets, gains and losses arising from changes in fair value which are not part of a designated hedge relationship are recognised in the statement of comprehensive income. When an asset is disposed of, the cumulative changes in fair value, previously recognised in the statement of comprehensive income, are taken to the income statement in the current accounting period.

Unrealised gains and losses on financial assets represent the difference between the fair value of financial assets at the reporting date and cost or, if these have been previously revalued, the fair value at the last reporting date. Realised gains and losses on financial assets are calculated as the difference between the net sales proceeds and cost or amortised cost.

Where a fall in the value of an investment is prolonged or significant, this is considered an indication of impairment. In such an event, the investment is written down to fair value and the amounts previously recognised in the statement of comprehensive income in respect of cumulative changes in fair value, are taken to the income statement as an impairment charge.

Trade receivables, which generally have 30-90 day payment terms, are initially recognised at fair value, normally equivalent to the invoice amount and subsequently measured at amortised cost. When the time value of money is material, the fair value is discounted. Provision for specific doubtful debts is made when there is evidence that the Group will not be able to recover balances in full. Balances are written off when the receivable amount is deemed irrecoverable.

Cash amounts represent cash in hand and on-demand deposits. Cash equivalents are short-term highly liquid investments with same day or next day maturity.

Financial liabilities

Financial liabilities including trade payables are stated at amortised cost using the effective interest rate method. Amortised cost is calculated by taking into account any issue costs and any discount or premium on settlement. A financial liability ceases to be recognised when the obligation under the liability has been discharged, cancelled or has expired.

Derivative financial instruments and hedging

The Group may, from time to time, use derivative financial instruments to hedge against price, interest rate, foreign currency and credit risk. Derivative financial instruments are classified as financial assets when the fair value is positive or as financial liabilities when the fair value is negative.

At the inception of a hedge, the Group formally designates and documents the hedge relationship to which the Group wishes to apply hedge accounting and the risk management objective and strategy for undertaking the hedge. Such hedges are expected to be effective in achieving offsetting changes in fair value and are assessed on an ongoing basis to determine that they have been effective throughout the reporting periods for which they were designated and are expected to remain effective over the remaining hedge period.

Currency hedges

Forward currency contracts are used to hedge the currency nominal value of certain Euro and US dollar denominated available-for-sale financial assets and are classified as fair value hedges. The change in the fair value of a hedging instrument is recognised in the income statement. The change in the fair value of the hedged item, attributable to the risk being hedged, is also recognised in the income statement, offsetting the fair value changes arising on the designated hedge instrument.

Fair value estimation

The fair value of financial instruments traded in active markets (such as publicly traded securities and derivatives) is based on quoted market prices at the reporting date. The quoted market price used for financial instruments is the current bid price. The fair value of financial instruments that are not traded in an active market is determined using valuation techniques commonly used by market participants, including the use of comparable recent arm's length transactions, discounted cash flow analysis and option pricing models.

Provisions

Provisions which are liabilities of uncertain timing or amount, are recognised when: the Group has a present obligation, legal or constructive, as a result of a past event; it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation; and a reliable estimate can be made of the amount of the obligation. In the event that the time value of money is material, provisions are determined by discounting the expected future cash flows at a discount rate that reflects a current market assessment of the time value of money and, where appropriate, the risks specific to the liability. When discounting, the increase in the provision due to the passage of time is recognised as a finance charge.

Foreign currencies

The functional currency of the Company is GBP. Transactions in foreign currencies are recorded at the appropriate exchange rate prevailing at the date of the transaction. Foreign currency monetary balances at the reporting date are converted at the prevailing exchange rate. Foreign currency non-monetary balances carried at fair value or cost are translated at the rates prevailing at the date when the fair value or cost is determined. Gains and losses arising on retranslation are taken to the income statement, except for available-for-sale financial assets where the unhedged changes in fair value are recognised in the statement of comprehensive income.

On consolidation, the assets and liabilities of the Group's overseas operations whose functional currency is not GBP are translated at exchange rates prevailing at the reporting date. Income and expense items are translated at average exchange rates for the accounting period. Exchange differences arising, if any, are taken through the consolidated statement of comprehensive income to the translation reserve. In the period in which the operation is disposed of, these translation differences are then recognised in the consolidated income statement.

Equity shares

The Company's ordinary equity shares of 12.5 pence each are classified as equity instruments. Equity shares issued by the Company are recorded at the fair value of the proceeds received or the market price at the day of issue. Direct issue costs, net of tax, are deducted from equity through share premium. When share capital is repurchased, the amount of consideration paid, including directly attributable costs, is recognised as a change in equity.

Own shares held

Own shares held are equity shares of the Company acquired by or issued to employee benefit trusts. Own shares held are recorded at cost and are deducted from equity. No gain or loss is recognised in the income statement on the purchase, issue, sale or cancellation of the Company's own equity shares.

Dividend recognition

Dividend distributions to the Company's shareholders are recognised in the accounting period in which the dividends are paid and, in the case of final dividends, when these are approved by the Company's shareholders at the AGM. Dividend distributions are recognised in equity.

2.2 Significant accounting judgements, estimates and assumptions

In the process of applying the Group's accounting policies, management has made significant judgements involving estimations and assumptions which are summarised below:

Impairment of goodwill

As explained on page 22, goodwill is reviewed for impairment annually or more frequently if changes in circumstances indicate that the carrying value may be impaired.

The judgement exercised by management in arriving at this valuation includes the selection of market growth rates, fund flow assumptions, expected margins and costs. Further details are given in note 13.

Share-based payment transactions

The Group measures the cost of equity-settled share schemes at fair value at the date of grant and expenses them over the vesting period based on the Group's estimate of shares that will eventually vest.

The liability for cash-settled share schemes represents the estimated transaction cost up to the settlement date, taking into account historical experience of good and bad leavers.

Impairment of available-for-sale financial assets

Available-for-sale financial assets are reviewed for impairment on a semi-annual basis or more frequently as required. In specific cases, where a quoted market price or fair value is not available, significant judgement is exercised by management in determining the extent of impairment, taking into account other available market data. Management also exercises judgement in determining whether a decrease in the value of an asset meets the prolonged or significant tests.

Pension and other post-employment benefits

The costs of and period end obligations under defined benefit pension schemes are determined using actuarial valuations. The actuarial valuation involves making assumptions about discount rates, expected rates of return on assets, future salary increases, mortality rates and future pension increases. Due to the long-term nature of these schemes, such estimates are subject to significant uncertainty. Further details are given in note 21.

Deferred tax assets

Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profits will be available against which the losses can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and level of future taxable profits together with future tax planning strategies.

Provisions

By their nature, provisions often reflect significant levels of judgement by management. The nature and amount of the provisions included in the statement of financial position are detailed in note 22 and contingencies not provided for are disclosed in note 32.

Accrued income

Accrued income is based on latest available information and involves a degree of estimation. The most significant estimation relates to the accrual of performance fees as described on page 21.

Consolidation of seed investments

From time to time, the Group provides seed capital on the launch of its products, such as UCITs, SICAVs, hedge funds and other investment vehicles. The seed capital investments vary in duration depending on the nature of the investment, with a typical range of less than one year for Listed Asset products and between three and seven years for Private Equity and Property funds, and represent less than 50% of the underlying fund's equity. Given the limited size and nature of these investments, the Group does not consider itself to have significant influence or control over the underlying funds to merit accounting for them using the equity method or consolidating them in the Group's financial statements.

2.3 Changes in accounting policies

The accounting policies adopted in this Annual Report and Accounts are consistent with those of the previous financial year, except in relation to the following revised and amended standards set by the International Accounting Standards Board (IASB).

IFRS 3 Business Combinations (revised)

This standard, which the Group adopted in 2010, introduced a number of changes to accounting for business combinations which will impact the amount of goodwill recognised on acquisition. The amendments will also impact the reported results in the period that an acquisition occurs as well as future results. During 2010, the Group acquired no new businesses.

IAS 27 Consolidated and Separate Financial Statements (amendment)

This standard requires that a change in the ownership interest of a subsidiary (without loss of control) is accounted for as an equity transaction and such transactions will no longer give rise to goodwill or gains or losses. Furthermore, on the loss of control of a subsidiary, the retained interest will be remeasured to fair value and therefore impact the gain or loss on disposal

IAS 7 Statement of Cash Flows (effective 1 January 2010), which clairfies the treatment of expenditure recognised as a cash flow from investing activities and IAS 38 Intangible Assets (effective 1 July 2009) which discusses intangible assets as a result of a business combination have been amended due to the revision of IFRS 3. Additionally, IAS 36 Impairment of Assets (effective 1 January 2010) considers the treatment of units of accounting for goodwill. None of these changes has a material impact on the Group's net income or equity.

2.4 Future changes in accounting policies

During the course of the year, the IASB and the International Financial Reporting Interpretations Committee (IFRIC) issued a number of new accounting standards, amendments to existing standards and interpretations. The following new standard is not applicable to these financial statements but is expected to have an impact when it becomes effective. The Group plans to apply this standard in the reporting period in which it becomes effective.

IFRS 9 Financial Instruments proposes revised measurement and classification criteria for financial assets. This standard has a mandatory effective date in 2013. The Group is still assessing the impact on the Group's future financial statements.

 

3. Income

Group

2010£m

2009£m

Gross fee income and commissions

Gross fee income

438.3

334.6

Amortisation of deferred income

49.6

27.4

487.9

362.0

Finance income

Interest on cash and cash equivalents

1.5

2.8

Net investment income from, and gains and losses on, available-for-sale financial assets

(0.7)

(1.5)

Net losses arising on derivatives in a designated fair value hedge accounting relationship

(1.1)

(0.4)

Net gains arising on adjustment for hedged items in a designated fair value hedge accounting relationship

1.1

0.4

0.8

4.3

Gross income

488.7

366.3

Commissions and fees payable

Commissions and fees payable

(75.9)

(53.0)

Amortisation of deferred acquisition and commission costs

(49.9)

(25.7)

(125.8)

(78.7)

Total income

362.9

287.6

 

4. Expenses

Group

4.1 Operating costs

 Note

2010£m

2009£m

Employee compensation and benefits

5.2

161.1

126.3

Operating leases

8.3

8.9

Investment administration

23.3

22.6

Information technology

12.7

11.5

Office expenses

7.9

7.3

Foreign exchange (gains)/losses

(1.6)

0.3

Other expenses

38.6

24.9

Total operating costs

250.3

201.8

 

Other expenses include marketing, travel and subsistence, and legal and professional costs. In 2010, other expenses also include £3.0m of costs incurred in relation to the potential acquisition of RidgeWorth on which the Group terminated discussions in June 2010.

4.2 Auditors' remuneration

 

2010£m

2009£m

Fees payable to the Group's auditors for the audit of the Group's consolidated financial statements

0.3

0.3

Fees payable to the Group's auditors and their associates for other services:

- statutory audit of the Group's subsidiaries

0.6

0.7

- other services pursuant to legislation

0.3

0.3

- other services

0.2

0.1

Total fees

1.4

1.4

 

The above analysis reflects the amounts billed by Ernst & Young LLP in the respective years. Included in the fees payable to the Group's auditors for the audit of the Group's 2010 consolidated financial statements are fees of £30,000 (2009: £30,000) for the audit of the Company's 2010 financial statements.

 

5. Employee compensation and benefits

5.1 Average number of employees

The average number of full-time employees of the Group was as follows:

Group

Company

2010no.

2009no.

2010no.

2009no.

Average number of employees

938

933

3

3

 

The total number of full-time employees at 31 December 2010 was 955 (2009: 939) for the Group and three (2009: three) for the Company.

5.2 Analysis of employee compensation and benefits expense

Employee compensation and benefits expense comprises:

Group

Company

 Notes

2010£m

2009£m

2010£m

2009£m

Salaries, wages and bonuses

135.3

100.6

0.5

0.3

Share-based payments

10.2

14.2

13.9

-

-

Social security costs

8.9

7.4

0.2

0.2

Pension service cost

21

2.7

4.4

-

-

Total employee compensation and benefits expense

161.1

126.3

0.7

0.5

 

6. Finance costs

Group

2010£m

2009£m

Debt instrument interest expense

8.5

8.8

Revolving credit facility fees

0.2

0.1

Total finance costs

8.7

8.9

 

An interest rate swap was entered into at the time of the debt issue in May 2007, to swap the fixed coupon of 6.5% per annum into six month sterling LIBOR plus 85.75bps per annum. The swap was unwound on 9 December 2008 and the cumulative fair value adjustment to the debt carrying value, attributable to the hedged interest rate risk up to the date of unwinding, £10.5m, is being amortised over the remaining term of the debt to maturity on 2 May 2012. In 2010, the impact of the amortisation of the profit on unwinding the swap is a reduction in finance costs of £3.1m (2009: £3.1m).

 

7. Non-recurring items

Group

The non-recurring items recorded in the consolidated income statement comprise the following:

2010£m

2009£m

FSCS interim levy

(7.6)

-

Goodwill impairment

(8.7)

-

Towry Law International provision release

5.8

-

Impairment of available-for-sale financial assets - property seed capital

-

(7.3)

Infrastructure fund charge

-

(20.7)

Insurance recoveries

-

14.3

New Star integration costs

-

(33.8)

Non-recurring items before tax

(10.5)

(47.5)

Tax on non-recurring items

0.6

12.3

Non-recurring tax

16.4

-

Non-recurring items after tax

6.5

(35.2)

 

2010

FSCS interim levy

In November 2010, the FSCS indicated that it would raise an interim levy on investment managers in respect of claims received primarily from investors in Keydata Investment Services Limited (in administration). The Group has provided for this levy in full during 2010.

Goodwill impairment

The goodwill allocated to the NSIM cash generating unit, (a specialised segregated company formerly part of New Star), as a result of an earn out deal in respect of that company, has been impaired in full as a result of a 50% decline in AUM.

Towry Law International provision release

During the second half of 2010, the majority of a previously recognised product mis-selling provision, relating to legacy Towry Law International products, was deemed no longer required and was released. This resulted in a £5.8m credit in 2010.

Non-recurring tax

During the second half of 2010, HMRC closed enquiries into certain prior year tax filings, resulting in the Group releasing tax provisions of £16.4m.

 

2009

Impairment of available-for-sale financial assets - property seed capital

In accordance with the impairment tests under IAS 39, three available-for-sale financial assets invested in property funds were impaired during 2009. These were written down to their fair values at 31 December 2009, resulting in a charge of £7.3m.

Infrastructure fund charge

During 2009, the Group recognised an exceptional charge of £20.7m in respect of management fees on one of its infrastructure funds.

Insurance recoveries

During 2009, the Group reached agreement with insurers regarding a number of insurance claims made by Towry Law International and Henderson Global Investors in 2003 and 2004 under an AMP Limited run-off insurance policy, resulting in a net receivable of £14.3m.

New Star integration costs

On 9 April 2009, the Group's acquisition of New Star was completed. An expense of £33.8m was incurred in relation to the integration of New Star during the period. These integration costs included costs in respect of fund mergers, rebranding, office relocation and reorganisation, transition of outsourced retail and investment operations and staff related expenses.

 

8. Tax

Tax recognised in the income statement

Group

Company

2010£m

2009£m

2010£m

2009£m

Current tax:

- charge/(credit) for the year

16.6

(1.0)

-

-

- prior periods adjustments

(14.8)

2.6

-

-

Deferred tax:

- (credit)/charge for the year

(0.5)

6.0

-

-

- prior periods adjustments

(2.2)

(6.6)

-

-

Total tax (credited)/charged to the income statement

(0.9)

1.0

-

-

 

 

Tax recognised in the statement of comprehensive income

 

Group

Company

2010£m

2009£m

2010£m

2009£m

Deferred tax in relation to available-for-sale financial assets movements

0.6

0.6

-

-

Deferred tax in relation to actuarial gains/(losses)

3.9

(19.4)

-

-

Total tax charged/(credited) to the statement ofcomprehensive income

4.5

(18.8)

-

-

 

Reconciliation of profit before tax to tax credit

The tax credit for the year is reconciled to the profit before tax in the income statement as follows:

 

Group

 

2010£m

2009£m

Profit before tax

76.5

15.5

Tax charge at the UK corporation tax rate of 28.0% (2009: 28.0%)

21.4

4.3

Factors affecting the tax charge:

Other disallowable expenditure and non-taxable income

1.2

5.6

Prior period non-recurring provision release

(16.4)

-

Prior periods adjustments

(0.6)

(4.1)

Differences in effective tax rates on overseas profits

(5.6)

(4.3)

Changes in applicable statutory tax rates

(0.9)

-

Utilisation of previously unrecognised tax losses

-

(0.5)

Total tax (credited)/charged in the consolidated income statement

(0.9)

1.0

 

Company

 

2010£m

2009£m

Loss before tax

(1.1)

(0.7)

Tax credit at the Republic of Ireland corporation tax rate 12.5% (2009: 12.5%)

(0.1)

(0.1)

Factors affecting the tax credit:

Other disallowable expenditure and non-taxable income

-

0.1

Tax losses not recognised

0.1

-

Total tax charged in the Company income statement

-

-

 

 

9. Earnings per share

The weighted average number of shares for the purpose of calculating earnings per share is as follows:

2010no. (millions)

2009no. (millions)

Issued share capital

826.7

810.0

Less: own shares held

(38.3)

(50.7)

Weighted average number of ordinary shares for the purpose of basic earnings per share

788.4

759.3

Add: potential dilutive impact of share options and awards

60.8

50.1

Weighted average number of ordinary shares for the purpose of diluted earnings per share

849.2

809.4

 

Basic and diluted earnings per share have been calculated on the profit attributable to equity holders of the parent. The difference between the weighted average number of shares used in the basic earnings per share and the diluted earnings per share calculations reflects the dilutive impact of options and unconditional awards of shares to employees (refer to note 10).

9.1 On underlying profit after tax attributable to equity holders of the parent

9.1.1 Earnings

 

2010£m

2009£m

Profit after tax attributable to equity holders of the parent

77.9

13.8

Add back: intangible amortisation and void property finance charge adjusted for tax

9.2

7.7

Add back: non-recurring items adjusted for tax

(6.5)

35.2

Underlying profit after tax for the purpose of basic and diluted earnings per share

80.6

56.7

9.1.2 Earnings per share

 

 

2010pence

2009pence

Basic

10.2

7.5

Diluted

9.5

7.0

 

9.2 On profit after tax attributable to equity holders of the parent

9.2.1 Earnings

 

2010£m

2009£m

Earnings for the purpose of basic and diluted earnings per share

77.9

13.8

9.2.2 Earnings per share

2010pence

2009pence

Basic

9.9

1.8

Diluted

9.2

1.7

 

 

10. Share-based payments

Group

10.1 Share-based compensation plans

The following share-based compensation plans were in operation during 2010:

Restricted Share Plan (RSP)

The RSP is a scheme that allows employees to receive shares in the Company for £nil consideration at a future point, usually after three years. The awards are made typically for staff recruitment and retention purposes. Generally, the larger awards have a performance hurdle. The Remuneration Committee must approve all awards and the vesting of awards over £50,000. On vesting, in order to obtain the shares, the employee must satisfy any tax and national insurance obligations.

Employee Share Ownership Plan (ESOP)

The ESOP enables all staff, but not the Executive Directors, to voluntarily defer part of their annual bonus into the ESOP up to a specified limit. The ESOP provides one free matching share for every share purchased. To receive the matching shares, employees must remain in the plan for three years. The ESOP was offered in 2006, 2007 and 2008. Forfeiture conditions apply in the case of approved and unapproved leavers. No plan was offered in 2009 or 2010. Matching shares for the 2008 plans will vest in June 2011.

Long-Term Incentive Plan (LTIP)

The LTIP is a scheme that allows selected employees to be granted shares or nil cost options. The options are granted on condition that the selected employees remain with the Group, normally for three years after the grant date, and the performance conditions for the plans are as follows:

 

 

Criteria

Amount vesting2007 plan

Henderson Group TSR less than the 50th percentile of the FTSE 250 companies

nil%

Henderson Group TSR at the 50th percentile of the FTSE 250 companies

35%

Henderson Group TSR at or above the 75th percentile of the FTSE 250 companies

100%

 

 

Criteria

Amount vesting2008 to 2010 plans

Henderson Group TSR less than the 50th percentile of the FTSE 350 General Financial Services companies

nil%

Henderson Group TSR at the 50th percentile of the FTSE 350 General Financial Services companies

25%

Henderson Group TSR at or above the 75th percentile of the FTSE 350 General Financial Services companies

100%

 

For a Henderson Group TSR between the 50th and 75th percentiles, the amount vesting will increase on a linear basis. In addition, the Remuneration Committee must be satisfied the TSR reflects the underlying performance of the Group.

For the 2010 LTIP, certain employees who are US citizens have been awarded performance shares as opposed to nil cost options but the vesting and forfeiture criteria remain the same.

The employees are not entitled to vote or receive dividends in respect of these awards until the vesting conditions are met, nor are they allowed to pledge, hedge or assign the expected awards in any way.

In accordance with the scheme terms, the 2007 LTIP met its vesting conditions on 31 December 2009 and the awards vested in March 2010. The TSR performance condition resulted in 100% of the shares of the award being capable of exercise. The 2008 LTIP met its vesting conditions on 31 December 2010 and the awards will vest in February 2011. The TSR performance condition resulted in 100% of the shares of the award being capable of exercise.

Deferred Equity Plan (DEP)

Under the Group's remuneration policy, there is a requirement for employees who receive short-term incentive awards over a preset threshold to defer an element of their award. The majority of deferrals are deferred into the Company's shares, with some deferrals into Group managed funds when it is deemed appropriate. The deferred monies are paid to the DEP trustee, who purchases shares or funds and holds them in trust. In 2007, these shares attracted one free matching share for every four shares awarded by the trustee. Since 2008, there has been no matching share element.

Hedge fund performance fee deferrals are deferred into the hedge fund that provided the performance fee award and are held in trust for two years on a fully restricted basis and have no matching element.

Forfeiture conditions apply in the case of approved and unapproved leavers. Deferrals into the Company's shares are held in trust for a minimum of one year. However, for the 2007 scheme the shares must be held in trust for three years in order to receive the free matching shares.

Deferrals relating to 2009 and 2010 performance awards are deferred into the Company's shares for up to three years and vest in three equal tranches, starting in 2011 and 2012 respectively.

Buy As You Earn Share Plan (BAYE)

This is an HMRC approved plan. Eligible employees who wish to purchase shares in the Company invest a monthly amount up to a maximum of £125, which is deducted from their gross salary. Each participating employee receives, for no additional payment, two free matching shares for each share purchased (partnership shares). Matching shares will be forfeited if purchased shares are withdrawn from the trust within one year.

The Group introduced an international version of the BAYE during 2010. It operates on a similar basis to the UK version, except that each participating employee receives one free matching share for each share purchased.

Company Share Option Plan (CSOP)

The CSOP is a global plan that provides employees with an opportunity to buy shares after a three year vesting period at an option price fixed at the start of the scheme. The CSOP is an HMRC approved share option plan; this means that the maximum value of unvested options at any time is limited to £30,000 for UK employees. No such restrictions apply for overseas employees. The share options are held in trust. There are no Group performance conditions attached to the options. At vesting, the employee must choose whether or not to exercise the options within two years of the vesting date. Executive Directors are not eligible to participate in the CSOP. A 2010 CSOP was introduced during the year.

Executive Shared Ownership Plan (ExSOP)

The ExSOP is an employee shared ownership plan and is aimed at encouraging employee share ownership at middle management level. Executive Directors are excluded from participating in the ExSOP.

Under the terms of the ExSOP, certain employees may be invited to acquire jointly with an employee benefit trust, the beneficial interest in a number of shares under the terms of a joint ownership agreement (JOA). Under a JOA, the employee will benefit from any growth in value of the jointly owned shares from the time of the award in excess of a hurdle amount fixed by the Board in respect of each award.

For the 2010 ExSOP, the market price at grant was £1.24 per share. The hurdle price including the 9% carry charge was set at £1.35 per share. The shares have a vesting period of three years. The employees have a further two years to take their portion of the jointly owned shares.

Sharesave scheme (SAYE)

The SAYE is an HMRC approved plan. UK employees may participate in more than one scheme but only up to a maximum of £250 per month across all schemes. Eligible employees who participate in the SAYE contribute a monthly amount from their net salary to a savings account. The SAYE vesting period is three years for UK employees.

A 2010 SAYE was introduced during the year. At the end of a three year period, the employees in the 2010 SAYE can choose to exercise their share options using the funds in their account, together with a bonus, equivalent to 0.3 (2008 SAYE: 2.4 and 2009 SAYE: 0.6) times the monthly saving amount, to subscribe for shares at a preset price, this being £1.00 (2008 SAYE: £0.76 and 2009 SAYE: £0.58) per share, a 20% discount to the average share price on the first five working days of March 2010 (2008 SAYE: 3 March 2008 and 2009 SAYE: 4 March 2009). Employees have up to six months after the 36 month period to exercise their options and subscribe for shares. Forfeiture provisions apply in the case of approved and unapproved leavers. The 2007 SAYE vested in 2010.

In 2006, the Group launched the USA Employee Share Purchase Plan (ESPP). A 2010 ESPP was also introduced during the year. The ESPP works broadly on the same principles as the UK SAYE but has a 24 month savings period, a lower discount level at 15% and no bonus element. The preset option price was USD1.62 (2008 ESPP: USD1.61 and 2009 ESPP: USD0.88). Employees may participate in more than one plan but only up to a plan maximum of USD312.50 per month across all plans.

10.2 Share-based payments through the consolidated income statement

 

2010£m

2009£m

RSP

3.6

4.5

LTIP

3.5

2.2

DEP

2.9

1.1

BAYE

1.4

1.0

ESOP

1.3

4.0

CSOP

0.8

0.6

SAYE

0.6

0.5

ExSOP

0.1

-

Share-based payments expense

14.2

13.9

 

The total expense is analysed between:

2010£m

2009£m

Share-based payments

14.2

13.9

Equity-settled bonuses recognised within salaries, wages and bonuses

5.9

2.3

Release of prepaid tax

(2.1)

-

Amounts to be settled in cash

-

(0.3)

Amounts to be settled with equity

18.0

15.9

 

10.3 Share options outstanding - SAYE

Share options outstanding under the Group's SAYE are as follows:

2010

2009

Optionsno.

Weighted

averageexercise price

£

Optionsno.

Weighted

averageexercise price£

At 1 January

5,380,788

0.636

4,374,413

0.785

Granted

890,160

1.004

4,341,540

0.586

Exercised (refer to note 25.2)

(163,439)

0.980

(839,308)

0.697

Forfeited

(536,130)

0.704

(2,495,857)

0.789

At 31 December

5,571,379

0.678

5,380,788

0.636

 

The weighted average share price on the date options were exercised during 2010 was £1.30 (2009: £0.95). There were no options exercisable at 31 December 2010 (2009: 10,284). The weighted average fair value of options granted during 2010 was £0.33 (2009: £0.22). At 31 December 2010, the expected weighted average time remaining until the vesting of outstanding awards was one year three months (2009: two years).

 

10.4 Share options outstanding - CSOP

Share options outstanding under the Group's CSOP are as follows:

2010

2009

Optionsno.

Weighted

averageexercise price£

Optionsno.

Weighted

 averageexercise price£

At 1 January

10,308,222

0.726

355,000

0.960

Granted

4,302,400

1.237

10,889,000

0.726

Exercised

(126,691)

0.726

(9,248)

0.726

Forfeited

(985,714)

0.816

(926,530)

0.816

At 31 December

13,498,217

0.882

10,308,222

0.726

 

There were 40,217 options exercisable at 31 December 2010 (2009: nil). The weighted average fair value of options granted during 2010 was £0.23 (2009: £0.19). At 31 December 2010, the expected weighted average time remaining until the vesting of outstanding awards was one year six months (2009: two years).

 

10.5 Jointly owned shares outstanding - ExSOP

Jointly owned shares outstanding under the Group's ExSOP are as follows:

2010

2009

Jointly owned sharesno.

Weighted averageexercise price£

Jointly owned sharesno.

Weighted averageexercise price£

At 1 January

-

-

-

-

Granted

3,640,800

1.240

-

-

Exercised

-

-

-

-

Forfeited

(43,800)

1.240

-

-

At 31 December

3,597,000

1.240

-

-

 

The ExSOP commenced in 2010. There were no jointly owned shares exercisable at 31 December 2010. The fair value of the jointly owned shares granted during 2010 was £0.20. At 31 December 2010, the expected weighted average time remaining until the vesting of outstanding awards was two years six months.

 

10.6 Fair values of share-based compensation plans

The fair value amounts for the options and jointly owned shares granted under the SAYE, CSOP and ExSOP were determined using the Black Scholes option-pricing method, using the following assumptions:

2008 SAYE

2008 CSOP

2009 SAYE

2009 CSOP

2010 SAYE

2010 CSOP

2010 ExSOP

Dividend yield

6.0%

6.0%

6.0%

6.0%

5.36%

5.36%

5.36%

Expected volatility

45.0%

45.0%

45.0%

45.0%

35.8%

35.8%

35.8%

Risk-free interest rate

5.0%

5.0%

4.0%

4.0%

3.55%

3.55%

3.55%

Expected life

3 years

3 years

3 years

3 years

3 years

3 years

3 years

Weighted average share price

£0.960

£0.960

£0.726

£0.726

£1.250

£1.240

£1.240

Exercise price

£0.768

£0.960

£0.582

£0.726

£0.997

£1.240

£1.350

 

Expected volatility has been calculated based on the historical volatility for the Company shares over three years.

Other share schemes involve the grant of shares for £nil consideration. The fair value of these grants is calculated using the share price at grant date, which is set out in the following table. No adjustments have been made for dividends.

 

Scheme

Shares grantedduring 2010no.

Average grant share price£

BAYE

1,737,536

1.281

LTIP

13,375,000

1.267

RSP

1,794,632

1.275

DEP

4,305,306

1.301

 

The fair value calculation for the LTIP includes a statistical assessment of the likelihood of the Company achieving performance targets as set out in the plan.

 

 

11. Dividends paid and proposed

Company

 

2010£m

2010penceper share

2009£m

2009penceper share

Dividends on ordinary shares declared andpaid in the period

Final dividend in respect of 2H09 (2H08)

34.1

4.25

33.6

4.25

Interim dividend in respect of 1H10 (1H09)

14.9

1.85

14.7

1.85

Total dividends paid and charged to equity

49.0

6.10

48.3

6.10

 

2010£m

2010penceper share

2009£m

2009penceper share

Dividends proposed on ordinary shares for approvalby the shareholders at the AGM

Final dividend for 2H10 (2H09)

38.8

4.65

35.1

4.25

 

The Board is recommending a final dividend for 2H10 of 4.65 pence per share which, when added to the interim 1H10 dividend of 1.85 pence per share, results in a total dividend for 2010 of 6.50 pence per share.

The dividend proposed in respect of 2H10 of £38.8m is based on the total number of ordinary shares in issue at 31 December 2010. As referred to in note 34, an additional £11.3m of dividends may be payable as a result of the Gartmore Acquisition.

The difference between the proposed dividends (2H09 final: £35.1m, 1H10 interim: £15.3m), as reported in the 2009 Annual Report and Accounts and the Interim Results for the six months to 30 June 2010, and the dividends paid out during the year (2H09 final: £34.1m, 1H10 interim: £14.9m), represents a decrease of £1.4m due to the dividends waived by employee benefit trust trustees on shares held in trust on behalf of Group employees. The amount waived in respect of the final dividend declared for 2010 will be established by the employee benefit trust trustees on 6 May 2011, being the dividend record date.

Pursuant to the Income Access Share arrangements, shareholders in the Company are able to elect to receive their dividends from a UK source. Shareholders will be deemed to have elected to receive their dividends under the Income Access Share arrangements unless they have elected to receive them directly from the Company. All elections remain in force indefinitely unless revoked. Shareholders who have opted out of the Income Access Share arrangements will receive dividends from an Irish source and will be taxed accordingly.

 

 

12. Segmental information

Group operating income and net assets

Henderson is an investment manager, operating throughout Europe and with operations in North America and Asia. The Group manages a broad range of actively managed investment products for institutional and retail investors, across multiple asset classes, including equities, fixed income, property and private equity. Management operates across product lines, distribution channels, and geographic regions. All investment product types are sold in most, if not all, of these regions, and are managed in various locations.

Information is reported to the chief operating decision maker, the Board, on an aggregated basis. Strategic and financial management decisions are determined centrally by the Board and, on this basis, the Group is a single segment investment management business.

Entity-wide disclosures

Revenues by product

 

 

2010£m

2009£m

UK wholesale

188.3

121.5

Horizon wholesale

63.2

39.7

Property

59.6

52.6

Institutional and cash funds

57.3

41.7

US wholesale

34.3

25.3

Hedge funds

19.5

19.4

Other

65.7

61.8

Gross fee income and commissions

487.9

 362.0

 

Geographic information

Revenues from clients

2010£m

2009£m

UK

386.2

281.5

Luxembourg

44.4

22.6

US

33.0

26.0

Singapore

8.2

7.0

Ireland

2.4

3.0

Other

13.7

21.9

Gross fee income and commissions

487.9

362.0

 

The geographical revenue information is split according to the country in which the revenue is generated, not necessarily where the client is based.

The Group does not have a single client which accounts for more than 10% of revenues.

Non-current assets

2010£m

2009£m

UK

421.4

428.6

Other

9.9

10.6

431.3

439.2

 

Non-current assets for this purpose consist of intangible assets, investments in associates and joint ventures, plant and equipment and deferred acquisition and commission costs.

 

 

13. Intangible assets

Group

Intangible assets are made up as follows:

2010

Goodwill£m

Investmentmanagementcontracts£m

Computersoftware£m

Total£m

Cost

At 1 January

285.7

86.9

2.4

375.0

Impairment

(8.7)

-

-

(8.7)

Disposal

-

-

(0.9)

(0.9)

At 31 December

277.0

86.9

1.5

365.4

Amortisation

At 1 January

-

(8.4)

(0.4)

(8.8)

Amortisation charge

-

(11.2)

(0.4)

(11.6)

At 31 December

-

(19.6)

(0.8)

(20.4)

Carrying value at 31 December

277.0

67.3

0.7

345.0

 

2009

Goodwill£m

Investmentmanagementcontracts£m

Computersoftware£m

Total£m

Cost

At 1 January

224.3

-

1.9

226.2

Additions

-

-

0.5

0.5

Assets arising on business combinations

61.4

86.9

-

148.3

At 31 December

285.7

86.9

2.4

375.0

Amortisation

At 1 January

-

-

(0.1)

(0.1)

Amortisation charge

-

(8.4)

(0.3)

(8.7)

At 31 December

-

(8.4)

(0.4)

(8.8)

Carrying value at 31 December

285.7

78.5

2.0

366.2

 

The Group considered itself to have two cash generating units to which goodwill was allocated, being NSIM, formerly part of the New Star group, as one and the rest of the Group as the other. As part of the NSIM earn out deal, NSIM was valued at £13.5m whilst the net assets acquired were £4.8m, resulting in an allocation of £8.7m of purchased goodwill. Management conducted a valuation of NSIM based on the budgets and forecasts approved by the Board. Based on this valuation, the goodwill allocated to NSIM is impaired in full and as a result a charge of £8.7m is recognised in the Group's consolidated income statement as a non-recurring item.

The recoverable amount of goodwill for the rest of the Group at 31 December 2010 has been determined from a value in use calculation, using the budgets and forecasts approved by the Board and a terminal value for the period thereafter. The key growth assumptions used in the budgets and forecasts include assumptions on market movements, business growth, margins, business investment and inflation. The terminal value has been calculated assuming a long-term growth rate of 2% per annum in perpetuity, based on the Group's view of long-term nominal growth. A risk adjusted discount rate of 11.6% per annum has been applied.

The resultant value in use calculation has been compared with the carrying amount of goodwill to determine if any goodwill impairment arises. The calculation shows significant headroom in the recoverable amount of goodwill.

The value in use calculation has been flexed for a 25% reduction in annual fund flows, a 40% drop in markets in 2011 with a recovery after two years and a corresponding decrease in costs. This calculation also shows headroom in the recoverable amount of goodwill. The ability of the Group to manage its cost base during periods of market weakness has not been factored into this scenario, but would further increase headroom in the recoverable amount of goodwill.

Recent market transactions and the Group's current market capitalisation provide additional evidence that the recoverable amount of goodwill is in excess of the carrying amount.

 

 

14. Investments in subsidiaries, associates and joint ventures

14.1 Principal subsidiaries

Company

Investment in subsidiaries

 

 

2010£m

2009£m

At 31 December

460.7

444.9

 

 

The directly held subsidiaries of the Company are as follows:

Country ofincorporation andprincipal place ofoperation

Functionalcurrency

Percentageowned 2010

Percentageowned 2009

Henderson Global Group Limited

Republic of Ireland

GBP

100%

100%

 

Group

The principal subsidiaries of the Group, excluding the directly held subsidiaries of the Company shown above, are as follows:

Country of

incorporation and

principal place of

operation

Functionalcurrency

Percentageowned 2010

Percentageowned 2009

Henderson Administration Limited

UK

GBP

100%

100%

Henderson Alternative Investment Advisor Limited

UK

GBP

100%

100%

Henderson Equity Partners Limited

UK

GBP

100%

100%

Henderson Finances

UK

GBP

100%

100%

Henderson Fund Management Limited

UK

GBP

100%

100%

Henderson Global Investors (Jersey) 2 Limited

Jersey and UK

GBP

100%

100%

Henderson Global Investors (Holdings) Limited

UK

GBP

100%

100%

Henderson Global Investors (International Holdings) BV

Netherlands and UK

EUR

100%

100%

Henderson Global Investors Limited

UK

GBP

100%

100%

Henderson Global Investors (North America) Inc.

USA

USD

100%

100%

Henderson Global Investors (Singapore) Limited

Singapore

SGD

100%

100%

Henderson Holdings Group Limited

UK

GBP

100%

100%

Henderson Holdings Group BV

Netherlands

GBP

100%

100%

Henderson Holdings Limited

UK

GBP

100%

100%

Henderson International Holdings Limited

Jersey and UK

GBP

100%

100%

Henderson International Inc.

USA

USD

100%

100%

Henderson Investment Funds Limited

UK

GBP

100%

100%

Henderson Investment Management Limited

UK

GBP

100%

100%

Henderson Management SA

Luxembourg

USD

100%

100%

HGI Group Limited

UK

GBP

100%

100%

New Star Asset Management Group Limited

UK

GBP

100%

100%

New Star Asset Management Holdings Limited

UK

GBP

100%

100%

New Star Asset Management Limited

UK

GBP

100%

100%

New Star Investment Funds Limited

UK

GBP

100%

100%

New Star Institutional Managers Limited

UK

GBP

25%

25%

 

The information disclosed in the table above is only in respect of those subsidiaries which principally affect the figures shown in the Group's consolidated financial statements. There are a number of other subsidiaries which do not materially affect the Group's results or net assets. Particulars of these subsidiaries have been omitted for simplification purposes.

14.2 Associates and joint ventures

The Group holds interests in the following associates and joint ventures:

Country of incorporationand principal place of operation

Functionalcurrency

Percentageowned 2010

Percentageowned 2009

Asia Real Estate Fund Management Limited

Singapore

SGD

50%

50%

Asia Real Estate Fund Management BVI

British Virgin Islands

USD

50%

50%

Attunga Capital Pty Limited

Australia

AUD

30%

30%

Henderson-mfi Shopping Centre Verwaltungs GmbH

Germany

EUR

50%

50%

HGI Immobilien GmbH

Germany

EUR

50%

50%

New Star Canada Inc.

Canada

CAD

50%

50%

Warburg-Henderson Kapitalanlagegesellschaft für Immobilien mbH

Germany

EUR

50%

50%

 

The Group's share of net assets and profit of associates and joint ventures is as follows:

2010£m

2009£m

Share of aggregate net assets

6.8

6.4

Share of profit for the year

2.0

1.4

 

The Group's investments in associates and joint ventures are accounted for under the equity method. The investments are carried at cost adjusted for post-acquisition share of profits and losses and other changes in equity. Distributions received from associates and joint ventures during the year are deducted from the carrying value of the investment.

 

 

15. Plant and equipment

Group

 

2010£m

2009£m

Cost

At 1 January

34.4

31.1

Additions

1.1

2.7

Acquisitions through business combinations

-

1.0

Disposals

(0.1)

(0.4)

Foreign exchange movement

0.4

-

At 31 December

35.8

34.4

Depreciation

At 1 January

(11.4)

(8.5)

Charge

(3.2)

(3.2)

Disposals

-

0.3

At 31 December

(14.6)

(11.4)

Net book value at 31 December

21.2

23.0

 

Included in cost as at 31 December 2010 were fully depreciated assets amounting to £2.8m (2009: £1.3m).

 

 

16. Fair value of financial instruments

Group

Total financial assets and liabilities

Carrying value

Fair value

 

Notes

2010£m

2009£m

2010£m

2009£m

Financial assets

Current assets:

Financial assets at fair value throughprofit or loss

Shares/units in OEICs/unit trusts

1.2

0.9

1.2

0.9

Other financial assets

Available-for-sale financial assets

46.6

41.7

46.6

41.7

OEIC, unit trust, trade and other debtors

18

62.4

86.7

62.4

86.7

Derivative financial instruments

18

-

0.2

-

0.2

Cash and cash equivalents

19.1

176.6

119.0

176.6

119.0

Total financial assets

286.8

248.5

286.8

248.5

Financial liabilities

Non-current liabilities:

Debt instrument in issue

20

179.1

181.9

179.2

173.5

Current liabilities:

OEIC, unit trust and other creditors

24

71.6

72.5

71.6

72.5

Derivative financial instruments

24

0.1

1.0

0.1

1.0

Total financial liabilities

250.8

255.4

250.9

247.0

 

The Group enters into forward foreign exchange contracts to hedge various financial assets and liabilities denominated in foreign currency and therefore applies fair value hedge accounting. In 2008, an interest rate swap held on the debt was unwound and the cumulative fair value adjustment to the carrying value of the debt up to the date of unwinding, is being amortised and the charge is recognised in the consolidated income statement over the remaining term of the debt, which matures on 2 May 2012 (refer to note 20).

Debtor and creditor balances, included in the tables above, are mainly balances settling in a short time frame, and accordingly, the fair value of these assets and liabilities is considered to be materially equal to their carrying value after taking into account any likely impairment.

Fair value hierarchy

The Group uses the following hierarchy for determining and disclosing the fair value of financial assets by valuation technique:

Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities.

Level 2: other techniques for which all inputs, which have a significant effect on the recorded fair value, are observable, either directly or indirectly.

Level 3: techniques which use inputs which have a significant effect on the recorded fair value that are not based on observable market data.

Note

2010£m

Level 1£m

Level 2£m

Level 3£m

Financial assets

Current assets:

Financial assets at fair value throughprofit or loss

Shares/units in OEICs/unit trusts

1.2

1.2

-

-

Other financial assets

Available-for-sale financial assets

46.6

3.1

3.1

40.4

Total financial assets

47.8

4.3

3.1

40.4

Financial liabilities

Current liabilities:

Derivative financial instruments

24

0.1

0.1

-

-

Total financial liabilities

0.1

0.1

-

-

 

 

Notes

2009£m

Level 1£m

Level 2£m

Level 3£m

Financial assets

Current assets:

Financial assets at fair value throughprofit or loss

Shares/units in OEICs/unit trusts

0.9

0.9

-

-

Other financial assets

Available-for-sale financial assets

41.7

1.0

1.5

39.2

Derivative financial instruments

18

0.2

0.2

-

-

Total financial assets

42.8

2.1

1.5

39.2

Financial liabilities

Current liabilities:

Derivative financial instruments

24

1.0

1.0

-

-

Total financial liabilities

1.0

1.0

-

-

During 2010, there were no transfers between Level 1 and Level 2 fair value measurements (2009: £nil) and no transfers into or out of Level 3 fair value measurements (2009: £nil).

The following is a reconciliation of the movements in the Group's financial assets classified as Level 3 during the year:

2010£m

2009£m

Fair value at 1 January

39.2

45.8

Additions

1.4

6.3

Disposals

(1.1)

-

Fair value movements recognised in the consolidated statement of comprehensive income

2.7

(5.4)

Impairment recognised in the consolidated income statement

(1.8)

(7.5)

Fair value at 31 December

40.4

39.2

 

As the fair value measurement of the financial assets included in Level 3, is based on both observable and non-observable inputs, a change in one or more underlying assumptions would not result in a significant change in fair value.

 

 

17. Deferred acquisition and commission costs

Group

2010£m

2009£m

At 1 January

77.0

34.9

Costs and commissions capitalised

86.4

68.2

Amortisation charge

(49.9)

(25.7)

Foreign exchange movement

0.1

(0.4)

At 31 December

113.6

77.0

Non-current

58.3

43.6

Current

55.3

33.4

At 31 December

113.6

77.0

 

 

18. Trade and other receivables

Group

Company

2010£m

2009£m

2010£m

2009£m

OEIC and unit trust debtors

42.1

47.0

-

-

Derivative financial instruments

-

0.2

-

-

Trade debtors

8.2

18.2

-

-

Accrued income

71.9

56.1

-

-

Other debtors

12.1

21.5

-

-

Prepayments

7.3

3.8

-

-

Amounts owed by subsidiaries

-

-

0.1

11.7

141.6

146.8

0.1

11.7

 

 

19. Cash and cash equivalents

19.1 Cash and cash equivalents

Group

Company

2010£m

2009£m

2010£m

2009£m

Cash at bank and in hand

48.7

47.7

0.1

0.8

Cash equivalents

127.9

71.3

-

-

Cash and cash equivalents

176.6

119.0

0.1

0.8

 

Cash and cash equivalents consist of cash in hand, cash at bank and short-term investments with financial institutions with same day or next day maturity.

Included within cash and cash equivalents as at 31 December 2010 is £5.0m (2009: £5.3m) of restricted cash. Restricted amounts represent £4.7m (2009: £4.7m) held in escrow for the Pension Scheme and £0.3m (2009: £0.6m) of funds held in New Star employee benefit trusts. In addition, as at 31 December 2010 £17.4m (2009: £1.6m) of cash at bank and in hand was held in the Group's manager dealing accounts which represent payments due to and from OEIC and units trusts as a result of client trading.

19.2 Changes in operating assets and liabilities

Group

Company

2010£m

2009£m

2010£m

2009£m

Change in OEICs and unit trusts debtors and creditors

3.8

6.2

-

-

Increase in gross deferred acquisition and commission costs

(86.4)

(68.2)

-

-

(Increase)/decrease in other assets

(0.3)

36.8

12.3

(11.7)

Increase in gross deferred income

88.2

70.8

-

-

Increase/(decrease) in provisions and other liabilities

11.2

(73.3)

1.4

(0.1)

Changes in operating assets and liabilities

16.5

(27.7)

13.7

(11.8)

 

 

20. Debt instrument in issue

Group

2010Carrying value£m

2010Fair value£m

2009Carrying value£m

2009Fair value£m

Debt instrument in issue

179.1

179.2

181.9

173.5

 

The debt instrument in issue represents £175m senior, unrated, fixed rate notes listed on the LSE. The debt instrument is unsecured and repayable in full on 2 May 2012 and bears interest at a fixed rate of 6.5% per annum payable every six months. The debt instrument was issued by HGI Group Limited (HGIGL), a subsidiary of the Company.

The Group swapped the fixed interest coupon into a floating rate on issue of the debt. The swap was unwound on 9 December 2008 and the fair value adjustment to the debt carrying value, attributable to the hedged interest rate risk up to the date of unwinding the swap, £10.5m, is being amortised over the remaining term of the debt. As at 31 December 2010, £4.1m (2009: £7.2m) remains to be amortised.

On 30 January 2009, the Group entered into a revolving credit facility agreement with a syndicate of banks. The facility limit was £25m and was due to terminate on 31 March 2012. The Group has not drawn on the facility since entering into the agreement. As referred to in note 34, subsequent to 31 December 2010 the Group has cancelled this facility.

 

 

21. Retirement benefits

Group

Retirement benefit assets recognised in the consolidated statement of financial position

 

Note

2010£m

2009£m

Henderson Group Pension Scheme

21.1

112.5

90.0

 

Retirement benefit obligations recognised in the consolidated statement of financial position

Note

2010£m

2009£m

Henderson Group unapproved pension schemes

21.2

6.2

6.1

 

Pension service cost/(credit) recognised in the consolidated income statement

 

Notes

2010£m

2009£m

Henderson Group Pension Scheme

21.1

(2.3)

(0.7)

Money Purchase Scheme

4.7

4.7

Henderson Group unapproved pension schemes

21.2

0.3

0.4

2.7

4.4

 

Amounts recognised in the consolidated statement of comprehensive income

Notes

2010£m

2009£m

Henderson Group Pension Scheme

21.1

14.8

(68.5)

Henderson Group unapproved pension schemes

21.2

-

(1.2)

Actuarial gains/(losses) recognised in the consolidated statement of comprehensive income

14.8

(69.7)

 

Employer contributions

The Group expects to contribute approximately £8.7m to the Pension Scheme in the year ending 31 December 2011.

 

21.1 Henderson Group Pension Scheme - Final Salary Scheme

The Final Salary Scheme represents the defined benefit section of the Pension Scheme, which closed to new members on 15 November 1999. The sponsor and principal employer of the Pension Scheme is HGIGL and the participating company is Henderson Administration Limited. The appointed investment manager for the final salary scheme is Henderson Global Investors Limited. The Final Salary Scheme is funded by contributions to a separately administered fund. The actuarial advisers to the Pension Scheme are Towers Watson.

The 2010 Pension Scheme accounting valuation under IAS 19 Employee Benefits, is based on full membership data as at 31 December 2008 and adjusted for movements in membership data until 31 December 2010. The Pension Scheme assets are stated at their fair values as at 31 December 2010. The next triennial valuation will take place during 2012 based on 31 December 2011 membership data.

Reconciliation of present value of defined benefit obligations

 

2010£m

2009£m

At 1 January

312.8

251.9

Current service cost

3.2

2.7

Interest cost

17.4

16.0

Actuarial losses

11.5

50.0

Benefit payments

(8.1)

(7.8)

At 31 December

336.8

312.8

 

Reconciliation of the fair value of defined benefit scheme assets

 

2010£m

2009£m

At 1 January

402.8

404.4

Expected return on scheme assets

22.9

19.4

Actuarial gains/(losses)

26.3

(18.5)

Contributions

5.4

5.3

Benefit payments

(8.1)

(7.8)

At 31 December

449.3

402.8

 

Reconciliation of defined benefit asset recognised in the consolidated statement of financial position

 

2010£m

2009£m

Present value of defined benefit obligations

(336.8)

(312.8)

Fair value of defined benefit scheme assets

449.3

402.8

Net retirement benefit asset at 31 December

112.5

90.0

 

Pension service credit recognised in the consolidated income statement

2010£m

2009£m

Current service cost

3.2

2.7

Interest cost

17.4

16.0

Expected return on scheme assets

(22.9)

(19.4)

Pension service credit

(2.3)

(0.7)

 

Amounts recognised in the consolidated statement of comprehensive income

2010£m

2009£m

At 1 January

7.6

76.1

Actuarial gains/(losses) recognised in the consolidated statement of comprehensive income

14.8

(68.5)

At 31 December

22.4

7.6

 

Movements in net asset recognised in the consolidated statement of financial position

 

2010£m

2009£m

At 1 January

90.0

152.5

Pension service credit recognised in the consolidated income statement

2.3

0.7

Contributions

5.4

5.3

Actuarial gains/(losses) recognised in the consolidated statement of comprehensive income

14.8

(68.5)

At 31 December

112.5

90.0

 

Pension Scheme assets

The major categories of assets in the final salary section of the Pension Scheme, were as follows:

Fair value of the defined benefit scheme assets

Market value

% as a total of assets

Expected rate of return

2010£m

2009£m

2010%

2009%

2010%

2009%

Final salary section

Risk reducing portfolio

236.4

192.9

53

48

4.2

4.4

Return seeking portfolio

199.1

209.0

44

52

7.2

7.0

Cash portfolio

13.8

0.9

3

-

4.2

4.4

Total

449.3

402.8

100

100

5.5

5.7

 

The Pension Scheme does not hold any investments in employer-related companies.

The expected return on assets assumption is the weighted average of the expected returns from each of the portfolios as shown above. The expected rate of return on assets is based on long-term expectations as at 31 December 2010. The expected rate of return on bonds and swaps, constituting the risk reducing portfolio, has been set by reference to current market yields on long-dated government bonds. The rates of return for the equities, property and cash asset classes, constituting the return seeking and cash portfolios, have been based on the Group's expectations of investment returns over the longer term.

Actual return on defined benefit scheme assets

2010£m

2009£m

Actual return on scheme assets

49.2

0.9

 

Principal actuarial assumptions

(a) Financial assumptions

2010% per annum

2009% per annum

Discount rate

5.4

5.6

Expected rate of return on scheme assets

5.5

5.7

Salary increases

2.5

2.5

Pension increases:

- where liability is the Retail Price Index (RPI) capped at 5% per annum

3.4

3.6

- where liability is the RPI capped at 2.5% per annum

2.3

2.4

- where liability is fixed

At fixed rate

At fixed rate

Inflation

3.6

3.7

 

On 8 July 2010, the UK Government announced its intention that statutory minimum pension indexation for private sector UK pension schemes would, in future, be linked to the Consumer Price Index (CPI) rather than RPI, and the consultation period ends on 2 March 2011. As a result, the Group has continued to value the liabilities in the Pension Scheme using RPI rather than CPI.

 

(b) Demographic assumptions

The demographic assumptions used as at 31 December 2010 are those underlying the last actuarial valuation of the Pension Scheme in 2008. Post-retirement mortality assumptions follow 100% of the SAPS 'S1 Light' tables and improvements from 2002 in line with the 'medium cohort' projections with an underpin of 1% per annum. The table below illustrates the implied life expectancies as at 31 December 2010 using this mortality assumption:

Maleno. of years

Femaleno. of years

Life expectancy for a member who is currently 60

27.9

29.4

Life expectancy at 60 for a member who is currently 45

29.3

30.9

 

(c) Historical amounts

2010£m

2009£m

2008£m

2007£m

2006£m

Defined benefit obligations

(336.8)

(312.8)

(251.9)

(282.4)

(311.8)

Defined benefit scheme assets

449.3

402.8

404.4

344.7

306.8

Surplus/(deficit) in the Pension Scheme

112.5

90.0

152.5

62.3

(5.0)

Experience (losses)/gains on scheme liabilities

(0.9)

12.1

(1.2)

(0.5)

8.5

Experience gains/(losses) on scheme assets

26.3

(18.5)

20.6

1.2

(3.7)

Net experience gains/(losses)

25.4

(6.4)

19.4

0.7

4.8

 

21.2 Henderson Group unapproved pension schemes

The Group operates three unapproved pension schemes, the details of which are provided below:

The Pearl Executive Scheme. Members of this scheme are also members of the Pension Scheme. However, pensionable earnings under the Pension Scheme are limited to 1/60th for each year of service and the earnings cap. The Pearl Executive Scheme provides benefits at 1/30th for each year of service with a maximum of two thirds of salary after 20 years' service based on pensionable earnings above the earnings cap, on an unfunded basis.

The Henderson Top Up Scheme. Members of this scheme are also members of the Pension Scheme. However, pensionable earnings under the Pension Scheme are limited to the earnings cap, and the Henderson Top Up Scheme enables benefits to be based on pensionable earnings without restriction of the earnings cap. These additional uncapped benefits are provided on an unfunded basis.

There is also an unfunded liability in respect of one member, to whom the Group has made a contractual promise to pay a fixed pension from age 60.

Reconciliation of present value of defined benefit obligations

 

2010£m

2009£m

At 1 January

6.1

4.7

Current service cost

-

0.1

Interest cost

0.3

0.3

Actuarial losses

-

1.2

Benefit payments

(0.2)

(0.2)

At 31 December

6.2

6.1

 

Summary of the defined benefit obligations at 31 December

2010£m

2009£m

Pearl Executive Scheme

5.1

5.0

Henderson Top Up Scheme

0.9

0.9

Individual contractual promise

0.2

0.2

Total

6.2

6.1

 

Reconciliation of defined benefit liability recognised in the consolidated statement of financial position

 

2010£m

2009£m

Present value of defined benefit obligations

6.2

6.1

Fair value of defined benefit scheme assets

-

-

Net benefit liability at 31 December

6.2

6.1

 

Pension service cost recognised in the consolidated income statement

2010£m

2009£m

Current service cost

-

0.1

Interest cost

0.3

0.3

Pension service cost

0.3

0.4

 

Amounts recognised in the consolidated statement of comprehensive income

2010£m

2009£m

At 1 January

1.8

3.0

Actuarial losses recognised in the consolidated statement of comprehensive income

-

(1.2)

At 31 December

1.8

1.8

 

Movements in net liability recognised in the consolidated statement of financial position

 

2010£m

2009£m

At 1 January

6.1

4.7

Pension service cost recognised in the consolidated income statement

0.3

0.4

Actuarial losses recognised in the consolidated statement of comprehensive income

-

1.2

Benefit payments

(0.2)

(0.2)

At 31 December

6.2

6.1

 

Principal actuarial assumptions

(a) Financial assumptions

2010% per annum

2009% per annum

Discount rate

5.4

5.6

Salary increases

n/a

n/a

Pension increases:

- where liability is the RPI

3.4

3.6

- where liability is fixed

At fixed rate

At fixed rate

Inflation

3.6

3.7

 

(b) Demographic assumptions

The demographic assumptions used as at 31 December 2010 are those underlying the last actuarial valuation of the Pension Scheme in 2008. Post-retirement mortality assumptions follow 100% of the SAPS 'S1 Light' tables and improvements from 2002 in line with the 'medium cohort' projections with an underpin of 1% per annum. The table below illustrates the implied life expectancies as at 31 December 2010 using this mortality assumption:

Maleno. of years

Femaleno. of years

Life expectancy for a member who is currently 60

27.9

29.4

Life expectancy at 60 for a member who is currently 45

29.3

30.9

 

(c) Historical amounts

2010£m

2009£m

2008£m

2007£m

2006£m

Defined benefit obligations

6.2

6.1

4.7

5.2

5.5

Defined benefit scheme assets

-

-

-

-

(0.1)

Deficit in the pension schemes

6.2

6.1

4.7

5.2

5.4

Experience (losses)/gains on scheme liabilities

-

-

(0.1)

0.2

0.5

 

Employer contributions

The Group does not expect to contribute to the unapproved pension arrangements in the year ending 31 December 2011.

 

 

22. Provisions

Group

Voidproperties£m

Staffrelated£m

FSCS interim levy

£m

Other£m

Total£m

At 1 January 2010

19.1

4.1

-

31.3

54.5

Additions

-

-

7.6

0.2

7.8

Finance charge

2.1

-

-

-

2.1

Provisions utilised

(5.0)

(0.3)

-

(0.7)

(6.0)

Provision released

-

-

-

(5.9)

(5.9)

Foreign exchange movement

-

0.1

-

0.1

0.2

At 31 December 2010

16.2

3.9

7.6

25.0

52.7

Non-current

13.0

1.3

-

11.0

25.3

Current

3.2

2.6

7.6

14.0

27.4

At 31 December 2010

16.2

3.9

7.6

25.0

52.7

 

Void properties

The void properties provision reflects the net present value of the excess of lease rentals and other payments on onerous contracts that were acquired on the acquisition of New Star, over the amounts expected to be recovered from subletting these properties. The discounting of expected cash flows will be unwound during the term of the underlying leases (maximum of 12 years) as a void property finance charge to the consolidated income statement.

Staff related

Staff-related provisions have been recognised in respect of a 2009 business restructure and New Star staff legacy issues.

FSCS interim levy

The FSCS interim levy provision reflects the non-recurring charges raised in 2010 (refer to note 7).

Other

Other provisions relate to issues which have arisen as a result of litigation and obligations during the course of the Group's business activities. The provisions released during 2010 include £5.8m in relation to a Towry Law International product mis-selling provision established in 2004 (refer to note 7).

All provisions reflect the Group's current estimates of amounts and timings.

 

 

23. Deferred tax

Deferred tax assets and liabilities recognised by the Group and movements therein are as follows:

Group

Deferred tax assets/(liabilities)

Accelerated capitalallowances£m

Retirementbenefits£m

Other temporarydifferences£m

Total£m

At 1 January 2009

0.1

(38.7)

(0.7)

(39.3)

Acquisitions through business combinations

-

-

8.0

8.0

Deferred tax on intangible assets

-

-

(24.3)

(24.3)

Current year credit/(charge) to the consolidated income statement

1.7

(4.1)

3.0

0.6

Current year credit/(charge) to the consolidated statement of comprehensive income

-

19.4

(0.6)

18.8

At 31 December 2009

1.8

(23.4)

(14.6)

(36.2)

Current year credit/(charge) to the consolidated income statement

1.8

(1.4)

2.3

2.7

Impact of foreign exchange movement

-

-

0.5

0.5

Current year charge to the consolidated statement of comprehensive income

-

(3.9)

(0.6)

(4.5)

Current year credit to the consolidated statement of changes in equity

-

-

17.7

17.7

At 31 December 2010

3.6

(28.7)

5.3

(19.8)

 

Deferred tax assets and liabilities in the above summary have been grossed up as follows:

Assets£m

Liabilities£m

Total£m

At 31 December 2009

15.4

(51.6)

(36.2)

At 31 December 2010

30.3

(50.1)

(19.8)

 

During 2010, £17.7m was recognised in equity in relation to deferred tax. This represents the amount by which the expected tax deduction exceeds the cumulative remuneration expense for share-based payments.

The change in the UK corporation tax rate from 28% to 27% resulted in a reduction of £0.9m in the net deferred tax liability. The Government has announced its intention to reduce the UK corporation tax rate by 1% per annum to 24% effective from 1 April 2014. Recognised deferred tax assets and liabilities at each balance sheet date during this period will reflect the change in UK corporation tax rate enacted or substantially enacted at that reporting date.

At 31 December 2010, the Group had unused tax losses in respect of which no deferred tax has been recognised as utilisation of the losses is dependent on future profits. The unrecognised deferred tax asset in respect of trading losses carried forward is £29.9m (2009: £26.7m). The unrecognised deferred tax asset in respect of capital losses carried forward is £16.1m (2009: £16.1m). The trading and capital losses have no expiry date.

Consistent with prior years, deferred tax is not recognised in respect of taxable temporary differences associated with the Group's investments in overseas subsidiaries, branches, associates and joint ventures where the Group controls the timing of the reversal of the temporary differences and where the reversal of the temporary differences is not anticipated in the foreseeable future.

 

 

24. Trade and other payables

Group

Company

 

 

2010£m

2009£m

2010£m

2009£m

OEIC and unit trust creditors

52.7

53.8

-

-

Derivative financial instruments

0.1

1.0

-

-

Other creditors

18.9

18.7

-

-

Accruals

150.3

138.0

-

-

Amounts owed to subsidiaries

-

-

3.3

1.9

222.0

211.5

3.3

1.9

 

 

25. Share capital

25.1 Authorised share capital

Group and Company

2010£m

2009£m

1,949,910,776 ordinary shares of 12.5 pence each

243.7

243.7

 

25.2 Allotted share capital

Allotted, called up and fully paid equity shares:

Group and Company

Shares in issue

no.

£m

At 1 January 2009

725,249,254

90.7

Share placing

72,324,352

9.1

Shares issued on acquisition of New Star

25,774,190

3.2

Issue of shares for SAYE

839,308

0.1

Issue of shares for BAYE

533,500

-

At 31 December 2009

824,720,604

103.1

Issue of shares for SAYE

163,439

-

Issue of shares for BAYE

1,651,129

0.2

Issue of shares for other share schemes

7,283,329

0.9

At 31 December 2010

833,818,501

104.2

 

All of the ordinary shares in issue carry the same right to receive dividends and other distributions declared, made or paid by the Company.

The Directors consider shareholders' equity to represent Group capital. The Directors manage the Group's capital structure on an ongoing basis. Changes to the Group's capital structure can be affected by adjusting the dividend policy, returning capital to shareholders or issuing new shares and other forms of capital.

 

 

26. Reserves

Group and Company

 

Nature and purpose of reserves

The consolidated statement of changes in equity and Company statement of changes in equity on pages 17 and 20 respectively, provide details of movements in equity for the Group and Company.

Share premium

Share premium records the difference between the nominal value of shares issued and the full value of the consideration received or the market price on the day of issue if held by the Group as own shares.

Own shares held

Total own shares held had a cost of £52.4m (2009: £51.6m) and a market value of £59.4m (2009: £57.9m) as at 31 December 2010 and constituted 5.6% (2009: 5.6%) of the Company's issued share capital as at that date.

2010no. of shares

2009no. of shares

Henderson Employee Trust 2000

19,433,557

31,978,029

HHG plc Employee Trust 2004 (2004 LTIP)

373,079

2,339,998

Henderson Employee Trust 2009

14,807,210

3,914,352

Henderson Group plc Employee Trust 2009 (2009 LTIP)

12,129,575

3,727,868

Ogier Nominee (Jersey) Limited

-

4,531,307

Affiliate Computer Services (ACS)

119,978

90,752

46,863,399

46,582,306

 

The Henderson Employee Trust 2000, HHG plc Employee Trust 2004 (2004 LTIP), Henderson Employee Trust 2009, Henderson Group plc Employee Trust 2009 (2009 LTIP), BAYE and CSOP are used by the Group to operate the RSP, ESOP, LTIP, DEP, BAYE, ExSOP and CSOP share-based payment schemes.

Shares are distributed to employees as and when they vest, in line with the terms of each scheme, under the administration of the trustees.

ACS (formerly ExcellerateHRO, a subsidiary company of Xerox) administers the following trusts:

·; Henderson Employee Trust 2000;

·; Henderson Group plc Employee Trust 2004 (2004 LTIP);

·; Henderson Employee Trust 2009;

·; Henderson Group plc Employee Trust 2009 (2009 LTIP);

·; BAYE; and

·; CSOP.

Shares previously held with Ogier Nominee (Jersey) Limited were transferred on consolidation of the administration of the share schemes.

Translation reserve

The translation reserve comprises differences on exchange arising from the translation of statements of financial position of subsidiaries, whose reporting currency is not GBP, and differences between the results of these subsidiaries translated at average rates for the reporting period and period end rates.

The translation reserve also includes unrealised foreign exchange gains and losses on available-for-sale financial assets which are not part of a designated hedge relationship. Upon disposal or impairment of these assets, amounts previously recognised in the translation reserve are reversed out and the cumulative amount of the gain or loss is recognised in the consolidated income statement.

Revaluation reserve

The revaluation reserve comprises the amount of any unrealised gain or loss recognised in the consolidated statement of comprehensive income in relation to available-for-sale financial assets.

Upon disposal or impairment of these assets, amounts previously recognised in the revaluation reserve are reversed out and the cumulative amount of the gain or loss is recognised in the consolidated income statement.

 

 

27. Non-controlling interests

The Group has consolidated the following companies in which the following non-controlling interests are held by third parties:

2010% non-controlling interest

 

2009% non-controlling interest

 

2010

non-controlling interest£m

2009

non-controlling interest£m

HGI Immobilien Austria GmbH

35%

35%

0.4

0.4

New Star Institutional Managers Limited

75%

75%

1.5

0.6

WorldInvest Management Limited

75%

75%

(1.4)

-

At 31 December

0.5

1.0

 

 

28. Financial risk management

Financial risk management objectives and policies

Financial assets principally comprise investments in equity securities, short-term investments, trade and other receivables, and cash and cash equivalents. Financial liabilities comprise borrowings for financing purposes, certain provisions and trade and other payables. The main risks arising from financial instruments are price risk, interest rate risk, liquidity risk, foreign currency risk and credit risk. Each of these risks is discussed in detail below. The Group monitors financial risks on a consolidated basis and intra-Group balances are settled when it is deemed appropriate for both parties to the transaction. The Company is not exposed to material financial risk and separate disclosures for the Company have not been included.

The Group has designed a framework to manage the risks of its business and to ensure that the Directors have in place risk management practices appropriate for a listed company. The management of risk within the Group is governed by the Board and overseen by the Risk Committee.

28.1 Price risk

Price risk is the risk that a decline in the value of assets adversely impacts on the profitability of the Group.

The Group is exposed to price risk in respect of seed capital investments in Henderson funds (available-for-sale financial assets). Seed capital investments vary in duration, depending on the nature of the investment, with a typical range of less than one year for Listed Asset products and between three and seven years for Private Equity and Property funds. The total market value of seed capital investments at 31 December 2010 was £46.6m (2009: £41.7m).

Management monitors exposures to price risk on an ongoing basis. Significant movements in investment values are monitored on a daily basis. Where appropriate, management will hedge price risk. At 31 December 2010, investments with a carrying value of £2.9m (2009: £nil) were hedged against price risk through the use of contracts for difference (CFDs).

A fall in the value of an investment which is prolonged or significant is considered to be objective evidence of impairment under IAS 39. In such an event, an investment is written down to its fair value and cumulative amounts previously recognised in equity, in respect of market value and unhedged foreign exchange movements on the investment, are recognised in the consolidated income statement as an impairment charge.

Price risk sensitivity analysis on available-for-sale financial assets

 

2010

2009

 

Consolidatedincomestatement£m

Othercomprehensiveincome£m

Consolidatedincomestatement£m

Othercomprehensiveincome£m

Market value movement +/- 10%

-

4.4

-

4.2

28.2 Interest rate risk

Interest rate risk is the risk that the Group will sustain losses from adverse movements in interest rates, either through a mismatch of interest-bearing assets and liabilities, or through the effect such movements have on the value of interest-bearing assets. The Group is exposed to interest rates on banking deposits held in the ordinary course of business. Available-for-sale financial assets are not currently exposed to interest rate risk. This exposure is monitored by management on a continuing basis.

Financial assets and liabilities exposed to interest rate risk

At 31 December 2010

Not directly exposed to interest rate risk

Floating rate£m

Fixed rate£m

Other£m

Total£m

Financial assets

Shares/units in OEICs/unit trusts

-

-

1.2

1.2

Available-for-sale financial assets

-

-

46.6

46.6

OEIC, unit trust, trade and other debtors

-

-

62.4

62.4

Cash and cash equivalents

176.6

-

-

176.6

Total financial assets

176.6

-

110.2

286.8

Financial liabilities

Debt instrument in issue

-

179.1

-

179.1

OEIC, unit trust and other creditors

-

-

71.6

71.6

Derivative financial instruments

-

-

0.1

0.1

Total financial liabilities

-

179.1

71.7

250.8

 

At 31 December 2009

Not directly exposed to interest rate risk

Floating rate£m

Fixed rate£m

Other£m

Total£m

Financial assets

Shares/units in OEICs/unit trusts

-

-

0.9

0.9

Available-for-sale financial assets

-

-

41.7

41.7

OEIC, unit trust, trade and other debtors

-

-

86.7

86.7

Derivative financial instruments

-

-

0.2

0.2

Cash and cash equivalents

119.0

-

-

119.0

Total financial assets

119.0

-

129.5

248.5

Financial liabilities

Debt instrument in issue

-

181.9

-

181.9

OEIC, unit trust and other creditors

-

-

72.5

72.5

Derivative financial instruments

-

-

1.0

1.0

Total financial liabilities

-

181.9

73.5

255.4

 

Interest on financial instruments classified as floating rate is repriced at intervals of less than one year. Interest on financial instruments classified as fixed rate is fixed until the maturity of the instrument.

Interest rate risk sensitivity analysis

Interest rate risk sensitivity analysis on the consolidated income statement has been performed on the basis of a 50bps per annum fall in interest rates at the beginning of the year. The impact of such a decrease would reduce finance income by approximately £0.9m per annum in the consolidated income statement.

28.3 Liquidity risk

Liquidity risk is the risk that the Group may be unable to meet its payment obligations as they fall due.

Group liquidity is managed on a daily basis by Group finance, to ensure that the Group always has sufficient cash or highly liquid assets available to meet its liabilities. Group finance also controls and monitors the use of the Group's non-operating capital resources. It is the Group's policy to ensure that it has access to funds to cover all forecast commitments for at least the next 12 months.

The maturity dates of the Group's financial liabilities and obligations are as follows:

At 31 December 2010

Within 1 yearor repayableon demand£m

Within2-5 years£m

Total£m

Carrying valuein the statement offinancial position£m

Debt instrument in issue (including interest)

11.4

180.6

192.0

179.1

OEIC, unit trust and other creditors

71.6

-

71.6

71.6

Derivative financial instruments

0.1

-

0.1

0.1

83.1

180.6

263.7

250.8

 

At 31 December 2009

Within 1 yearor repayableon demand£m

Within2-5 years£m

Total£m

Carrying valuein the statement offinancial position£m

Debt instrument in issue (including interest)

11.4

192.0

203.4

181.9

OEIC, unit trust and other creditors

72.5

-

72.5

72.5

Derivative financial instruments

1.0

-

1.0

1.0

84.9

192.0

276.9

255.4

 

28.4 Foreign currency risk

Foreign currency risk is the risk that the Group will sustain losses through adverse movements in currency exchange rates.

The Group is exposed to foreign currency risk through its exposure to non-GBP income and expenses, assets and liabilities of its overseas subsidiaries as well as net assets and liabilities denominated in a currency other than GBP. The currency exposure is managed by closely monitoring foreign currency positions. The Group also uses foreign currency contracts to reduce or eliminate the currency exposure on certain individual transactions. The Group also seeks to use natural hedges to reduce exposure. Where there is a mismatch on material currency flows, which are reasonably certain, they are actively hedged. Where there is insufficient certainty, the currency is translated back into GBP on receipt. In addition, the Group carries a small foreign exchange position as principal to facilitate the smooth conduct of its client business.

Foreign currency risk management is overseen by the Hedge Committee and hedge effectiveness is reported to the Board monthly.

A rolling programme of forward currency contracts has been implemented to hedge the currency exposures arising from certain available-for-sale financial assets, with a year end notional value of USD44.7m and €7.8m (2009: USD49.2m and €12.5m) (refer to note 28.6).

Foreign currency risk sensitivity analysis

Available-for-sale financial assets are either denominated in GBP or hedged back to GBP using foreign currency forward contracts based on the Group's hedging policy. However, there remain some available-for-sale financial assets which are not fully hedged as they fall below the policy level for implementing hedging arrangements. In addition, there are unhedged foreign currency cash balances in overseas subsidiaries of the Group.

The table below illustrates the impact of adjusting year end exchange rates on all unhedged financial assets and cash balances denominated in a currency other than GBP:

Foreign currency sensitivity analysis

2010

2009

 

 

Consolidatedincomestatement£m

Equity£m

Consolidatedincomestatement£m

Equity£m

Euro exchange rate +/- 10%

0.5

-

0.7

-

US dollar exchange +/- 10%

0.4

-

0.3

0.1

Singaporean dollar exchange +/- 10%

0.1

-

0.1

-

Hong Kong dollar exchange +/- 10%

0.1

-

-

-

 

28.5 Credit risk

Credit risk is the risk of a counterparty of the Group defaulting on funds deposited with it or the non-receipt of a trade debt.

The Group has an established credit policy to ensure that it only transacts with counterparties that are able to meet satisfactory rating requirements. Counterparty limits are reviewed and set centrally by the Credit Risk Committee. Management is responsible for ensuring that it remains within these limits and the risk management function monitors and reports any exceptions to policy. The Group has not suffered any losses as a result of trade debtor defaults during the year.

The risk management function is also responsible for reporting credit exposures to the Risk Committee on a quarterly basis and for ensuring that any credit concerns are raised and actions taken to mitigate risks.

The table below contains an analysis of current and overdue financial assets:

At 31 December 2010

Not past due£m

0-3 monthspast due£m

3-6 monthspast due£m

6-12 monthspast due£m

Greater than12 monthspast due£m

Total£m

Financial assets

Shares/units in OEICs/unit trusts

1.2

-

-

-

-

1.2

Available-for-sale financial assets

46.6

-

-

-

-

46.6

OEIC, unit trust, trade and other debtors

56.6

3.6

0.4

0.6

1.2

62.4

Cash and cash equivalents

176.6

-

-

-

-

176.6

Total financial assets

281.0

3.6

0.4

0.6

1.2

286.8

 

At 31 December 2009

Not past due£m

0-3 monthspast due£m

3-6 monthspast due£m

6-12 monthspast due£m

Greater than12 monthspast due£m

Total£m

Financial assets

Shares/units in OEICs/unit trusts

0.9

-

-

-

-

0.9

Available-for-sale financial assets

41.7

-

-

-

-

41.7

OEIC, unit trust, trade and other debtors

83.1

2.9

0.3

0.1

0.3

86.7

Derivative financial instruments

0.2

-

-

-

-

0.2

Cash and cash equivalents

119.0

-

-

-

-

119.0

Total financial assets

244.9

2.9

0.3

0.1

0.3

248.5

 

 

The table below contains an analysis of financial assets as rated by Moody's Investors Service:

At 31 December 2010

AAA£m

AA£m

A£m

Not rated£m

Total£m

Financial assets

Shares/units in OEICs/unit trusts

-

-

-

1.2

1.2

Available-for-sale financial assets

-

-

-

46.6

46.6

OEIC, unit trust, trade and other debtors

-

-

-

62.4

62.4

Cash and cash equivalents

107.7

58.6

10.3

-

176.6

Total financial assets

107.7

58.6

10.3

110.2

286.8

 

At 31 December 2009

AAA£m

AA£m

A£m

Not rated£m

Total£m

Financial assets

Shares/units in OEICs/unit trusts

-

-

-

0.9

0.9

Available-for-sale financial assets

-

-

-

41.7

41.7

OEIC, unit trust, trade and other debtors

-

-

-

86.7

86.7

Derivative financial instruments

-

0.2

-

-

0.2

Cash and cash equivalents

70.8

19.6

28.6

-

119.0

Total financial assets

70.8

19.8

28.6

129.3

248.5

 

28.6 Hedging activities

At 31 December 2010, the Group held CFDs to hedge the price risk arising from certain available-for-sale financial assets. These have been assessed as effective fair value hedges. The net realised and unrealised loss arising on these and other instruments entered into throughout the year amounted to £0.4m (2009: £nil) and has been offset in the consolidated income statement by £0.5m (2009: £nil), being the net realised and unrealised gain on available-for-sale financial assets in designated hedging relationships during the year. At 31 December 2010, the fair value and notional amount of the CFDs was £nil (2009: £nil).

At 31 December 2010 the Group held two forward exchange contracts to hedge the foreign currency risk arising from available-for-sale financial assets denominated in Euro and US dollars (refer to note 28.4).

These forward exchange contracts have been assessed as effective fair value hedges. The net realised and unrealised loss arising on these and other instruments entered into throughout the year amounted to £0.7m (2009: loss £0.4m) and has been offset in the consolidated income statement by £0.6m (2009: £0.4m), being the net realised and unrealised foreign exchange gain on available-for-sale financial assets in designated hedging relationships during the year.

 

2010

2009

Notionalamount£m

Assets£m

Liabilities£m

Notionalamount£m

Assets£m

Liabilities£m

Fair value hedges

Forward exchange contracts at fair value

35.1

-

0.1

39.9

(0.2)

1.0

 

 

29. Leases

Operating leases

The Group is party to three material property leases. A 20.5 year operating lease was entered into during 2008 on 201 Bishopsgate, London which provides for reviews to open market rent on every fifth anniversary of the lease and provided an initial rent-free period of 30 months. The rental expense on this lease is being recognised on a straight-line basis over the lease period.

On acquisition of New Star, the Group became party to two further material operating leases. These are in relation to 1 Knightsbridge Green, London and 8 Lancelot Place, London. The leases run for a period of six and 12 years respectively. A void properties provision has been recognised for both leases at the net present value of the net expected future cash outflows (refer to note 22).

The future minimum lease payments under these non-cancellable operating leases fall due as follows:

2010£m

2009£m

Within one year

12.0

10.7

In two to five years inclusive

48.2

50.4

After five years

98.8

110.8

Total

159.0

171.9

 

The total future minimum sublease payments expected to be received under non-cancellable subleases within one year at the reporting date were £2.7m (2009: £1.7m).

 

 

30. Capital commitments

Group

The amounts of capital expenditure contracted for but not provided for in the financial statements at 31 December 2010 amounted to £nil (2009: £nil).

 

 

31. Related party transactions

Company

Details of transactions between the Company and its controlled entities, which are related parties, together with amounts due from and to these related parties at the reporting date, are disclosed below:

2010£m

2009£m

Transactions with related parties

Investment in subsidiary companies

-

94.2

Disposal of investment to subsidiary company on group restructure

-

(141.2)

Capital contributions to indirect subsidiary companies

15.8

13.7

Funding from subsidiary companies

(13.0)

(11.1)

Amounts owed by/(to) related parties

Amounts owed by subsidiary companies

0.1

11.7

Amounts owed to subsidiary companies

(3.3)

(1.9)

 

Group

Disclosures relating to the Henderson Group Pension Scheme are covered under note 21. Transactions between the Company and its controlled subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note.

Compensation of key management personnel (including Directors)

The aggregate annual remuneration of the Directors and the five highest paid non-Director executives is disclosed below:

2010£m

2009£m

Short-term employee benefits

7.0

5.2

Post-employment benefits

0.1

0.2

Share-based payments

4.1

4.1

11.2

9.5

 

 

32. Contingent liabilities

The following contingent liabilities existed or may exist at 31 December 2010:

·; In the normal course of business, the Group is exposed to certain legal issues, which can involve litigation and arbitration, and may result in contingent liabilities;

·; In the normal course of business, the Group enters into foreign exchange contracts for Group hedging purposes and for facilitating foreign currency transactions of its clients. Such contracts can give rise to contingent liabilities;

·; On 2 May 2006, the Hong Kong Securities and Futures Commission announced that it had reached a settlement with UKFP (Asia) HK Limited (formerly part of Towry Law International) regarding certain legacy products sold by Towry Law International. Significant payments have subsequently been made to investors in line with accounting provisions made for that purpose. The Directors are of the opinion that the provisions remaining at the reporting date are adequate to cover any future payments (refer to note 7);

·; Under the sale agreement with Pearl Group Limited, normal tax-related warranties and indemnities given by the Group expire up to six years from the disposal date of 13 April 2005;

·; Under the Towry Law UK sale agreement, normal tax-related warranties and indemnities given by the Group expire up to six years from the disposal date of 3 May 2006;

·; Under the Implementation Agreement dated 6 July 2010 relating to the transfer of management responsibilities to Aviva Investors for the Henderson International Property Fund (Fund), the Group has provided indemnities for certain losses arising from any breach of the Group's responsibilities whilst performing its functions in respect of the Fund and employment warranties for a period of two years after the date of the agreement and tax-related warranties for a period of six years after the date of the agreement. These indemnities are subject to certain exclusions and limitations, including a financial cap; and

·; Under the Facilitation Agreement dated 8 December 2010 relating to the proposed merger of the assets of the HLAF into the Deutsche Managed Sterling Fund, the Group gave indemnities against certain losses arising from liabilities of HLAF existing prior to the effective date of the merger, certain warranted statements being untrue and any miscalculation of the net asset value of HLAF in the period prior to the effective date of the merger. These indemnities are subject to certain exclusions and limitations, including a financial cap.

As at the date of approval of the 2010 financial statements, the Group and Company neither foresee nor have they been notified of any claims under outstanding warranties and indemnities from the above mentioned agreements.

  

33. Acquisitions and disposals of subsidiaries

33.1 Acquisitions

The Group did not acquire any subsidiaries during the current year.

On 9 April 2009, Henderson Group plc completed its acquisition of 100% of the issued share capital of New Star. The consideration for New Star was £94.2m and included cash consideration of £68.8m and equity consideration of £21.2m, being 25,774,190 new ordinary shares in the Company at their market price on the LSE on the date of issue. The fair value of the net assets of New Star at the date of acquisition was £36.2m and the goodwill accounted for was £61.4m.

The goodwill recognised is attributable to the expected synergies and other benefits from combining the activities of New Star and those of the Group.

33.2 Disposals

The Group did not dispose of or lose control of any subsidiaries during the current or previous year.

 

 

34. Events after the reporting date

The Board has not, as at 22 February 2011, being the date the financial statements were approved, received any information concerning significant conditions in existence at the reporting date, which have not been reflected in the financial statements as presented. The Board has, however, given due regard to the events described below which occurred after the reporting date.

On 12 January 2011, the Group announced (Announcement) that the boards of Henderson Group plc and Gartmore had reached agreement on the terms of a recommended acquisition by the Group of the entire issued share capital of Gartmore. The Gartmore Acquisition is subject to a number of conditions, including regulatory approvals and the Company and Gartmore shareholder approvals. The Gartmore Acquisition is expected to complete within three months of the date of the Announcement subject to the conditions being satisfied.

Under the terms of the Gartmore Acquisition, Gartmore shareholders will receive 0.6667 of a Company share (New Henderson Shares) for each Gartmore share. In addition, the New Henderson Shares will rank for the final 2010 dividend of 4.65 pence per share at a total cost of £11.3m.

The Group has entered into multicurrency term and GBP revolving loan facilities which may be utilised by the Group to meet post Gartmore Acquisition debt obligations and for general corporate and working capital purposes. As a result, the Group has cancelled its existing £25m revolving credit facility agreement previously due to terminate on 31 March 2012 (refer to note 20).

 

 

 

Statement of Directors' Responsibilities

in relation to the financial statements

The Directors are responsible for preparing the Annual Report and Accounts. The Directors are required to prepare financial statements in accordance with Jersey law which show a true and fair view in accordance with generally accepted accounting principles. The Directors have elected to prepare the Group and Company financial statements in accordance with International Financial Reporting Standards as adopted by the European Union (IFRS).

International Accounting Standard (IAS) 1 Presentation of Financial Statements requires that financial statements present fairly for each financial year the Group's and Company's financial position, financial performance and cash flows. In preparing the Group and Company financial statements, the Directors are also required to:

·; select suitable accounting policies in accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors and then apply them consistently;

·; present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;

·; provide additional disclosures when compliance with the specific requirements of IFRS is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the Group's and Company's financial position and financial performance; and

·; state that the Group and Company have complied with IFRS, subject to any material departures disclosed and explained in the financial statements.

 

 

The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy, at any time, the financial position of the Group and Company, for safeguarding the assets, and for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

The Directors confirm that to the best of their knowledge:

·; the financial statements have been prepared in accordance with IFRS and give a true and fair view of the assets, liabilities, financial position and profit of the Group for the year ended 31 December 2010;

·; the Business Overview and Financial Review and Key Performance Indicators include a fair review of the development and performance of the business and the position of the Group for the year ended 31 December 2010 and a description of the principal risks and uncertainties faced by the Group; and

·; the accounting records have been properly maintained.

Signed in accordance with a resolution of the Directors:

Andrew Formica Chief Executive 22 February 2011

 

Shirley Garrood

Chief Financial Officer

22 February 2011

 

 

 

Independent Auditors' Report

to the members of Henderson Group plc

We have audited the Consolidated and Company financial statements of Henderson Group plc for the year ended 31 December 2010 which comprise the Consolidated Income Statement, the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Consolidated Statement of Changes in Equity, the Consolidated Statement of Cash Flows (the Group), the Company Income Statement, the Company Statement of Comprehensive Income, the Company Statement of Financial Position, the Company Statement of Changes in Equity and the Company Statement of Cash Flows and the related notes 1 to 34 (the financial statements). The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRS) as adopted by the European Union.

 

This report is made solely to the Company's members, as a body, in accordance with Article 113A of the Companies (Jersey) Law 1991. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Respective responsibilities of Directors and Auditors

 

As explained more fully in the Statement of Directors' Responsibilities set out on page 58, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors.

Scope of the audit of the financial statements

 

An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the Group and Company's circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the Directors; and the overall presentation of the financial statements.

 

Opinion on financial statements

In our opinion:

·; the Group financial statements give a true and fair view, in accordance with International Financial Reporting Standards as adopted by the European Union, of the state of the Group's and of the Company's affairs as at 31 December 2010 and of the Group's profit and the Company's loss for the year then ended;

·; the Company financial statements have been properly prepared in accordance with International Financial Reporting Standards as adopted by the European Union; and

·; the financial statements have been prepared in accordance with the requirements of the Companies (Jersey) Law 1991.

Matters on which we are required to report by exception

 

We have nothing to report in respect of the following matters where the Companies (Jersey) Law 1991 requires us to report to you if, in our opinion:

·; proper accounting records have not been kept, or proper returns adequate for our audit have not been received from branches not visited by us; or

·; the financial statements are not in agreement with the accounting records and returns; or

·; we have not received all the information and explanations we require for our audit.

 

 

Under the Listing Rules we are required to review:

·; The part of the Corporate Governance Statement relating to the Company's compliance with the nine provisions of the 2008 Combined Code specified for our review.

 

 

Ratan Engineer for and on behalf of Ernst & Young LLP

London22 February 2011

 

The maintenance and integrity of the Henderson Group plc web site is the responsibility of the directors; the work carried out by the auditors does not involve consideration of these matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred to the financial statements since they were initially presented on the web site.

Legislation in Jersey governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

 

 

 

glossary

 

 

ABI

Association of British Insurers

AGM

Annual General Meeting

ASX

Australian Securities Exchange

AUM

Assets under management

BAYE

Buy As You Earn Share Plan

Board

The board of directors of Henderson Group plc

bps

Basis points

CDIs

CHESS Depositary Interests

CFDs

Contracts for difference

Company

Henderson Group plc

Compensation ratio

Employee compensation and benefits divided by total income

CRO

Chief Risk Officer

CSOP

Company Share Option Plan

DEP

Deferred Equity Plan

Directors

The directors of Henderson Group plc

EBT

Employee Benefit Trust

ESOP

Employee Share Ownership Plan

EUR

Euros

ExSOP

Executive Shared Ownership Plan

FRC

Financial Reporting Council

FSA

The UK Financial Services Authority

FSCS

The Financial Services Compensation Scheme

FX

Foreign exchange

GAAP

Generally Accepted Accounting Principles

Gartmore

Gartmore Group Limited and its controlled entities

Gartmore Acquisition

The recommended acquisition of the entire share capital of Gartmore Group Limited

GBP

Pounds sterling

hedge funds

Hedge funds including absolute return funds

Henderson Global Investors

Controlled entities of Henderson Group plc carrying out core investment management activities

Henderson Group or Group

Henderson Group plc and its controlled entities

 

HMRC

HM Revenue & Customs

IAS

International Accounting Standard

IFRIC

International Financial Reporting Interpretations Committee

IFRS

International Financial Reporting Standards as adopted by the European Union

IRR

Internal rate of return

LIBOR

London Inter-bank Offered Rate

LSE

London Stock Exchange

LTIP

Long-Term Incentive Plan

New Star

New Star Asset Management Group PLC and its controlled entities

NSIM

New Star Institutional Managers Limited

OEIC

Open-Ended Investment Company

Operating margin

Total fee income less operating costs divided by total fee income

 

Pearl

Pearl Group Limited and its subsidiaries renamed as Phoenix Group Holdings

Pension Scheme

The Henderson Group Pension Scheme

RidgeWorth

RidgeWorth Capital Management, Inc.

RSP

Restricted Share Plan

SAYE

Sharesave scheme

SGD

Singaporean dollars

SICAV

Sociètè d'investissement á capital variable (collective investment scheme)

SMT

Senior Management Team

SRI

Sustainable and Responsible Investment

TCF

Treating Customers Fairly

Towry Law International

The international division (now closed) of Towry Law plc

Towry Law UK

Towry Law plc and its controlled entities, which were sold to JS&P Holdings Limited

TSR

Total shareholder return

UCITs

Undertaking for Collective Investment in Transferable Securities

UK or United Kingdom

The United Kingdom of Great Britain and Northern Ireland

UK Companies Act

Companies Act 2006

US

United States of America

USD

United States Dollar

 

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