29th May 2012 07:00
29 May 2012
Brewin Dolphin Holdings PLC
Interim Financial Report
For the Half Year Ended 31 March 2012
Highlights (from continuing operations)
● | Total managed funds £25.7 billion at 31 March 2012 (30 September 2011: £24.0 billion, 27 March 2011: £25.0 billion).
| |
● | Discretionary funds £17.3 billion at 31 March 2012 (30 September 2011: £15.6 billion, 27 March 2011: £15.5 billion).
| |
● | Total income £131.4 million (27 March 2011: £131.5 million). | |
| ||
● | Profit before tax £12.3 million (27 March 2011: £11.9 million) a 3.3% increase.
| |
● | Adjusted* profit before tax £18.9 million (27 March 2011: £22.8 million) a 17.1% decrease. | |
● | Earnings per share: | |
- | Basic earnings per share 3.7p (27 March 2011: 3.7p). | |
- | Diluted earnings per share 3.5p (27 March 2011: 3.5p).
| |
● | Adjusted* earnings per share: | |
- | Basic earnings per share 5.8p (27 March 2011: 7.2p) a decrease of 19.4%. | |
- | Diluted earnings per share 5.5p (27 March 2011: 6.9p) a decrease of 20.3%. |
* these figures have been adjusted to exclude redundancy costs, additional FSCS levy and amortisation of client relationships.
Declaration of Interim Dividend
The Board declares a maintained interim dividend of 3.55p per share. The interim dividend is payable on 21 September 2012 to shareholders on the register at the close of business on 24 August 2012 with an ex-dividend date of 22 August 2012.
Jamie Matheson, Executive Chairman said
"It is a year since we announced the outcome of the major strategic review of our operations and activities to reduce overheads, upgrade systems and enhance services to clients. I am pleased to report that much progress has been made during the last twelve months and implementation remains on plan and on budget….and will position us well for long term growth. "
For further information
Jamie Matheson, Executive Chairman | Andrew Hayes / Wendy Baker |
Brewin Dolphin Holdings PLC | Hudson Sandler |
020 7248 4400 | 020 7796 4133 |
Executive Chairman's Statement
To the members of Brewin Dolphin Holdings PLC
Cautionary statement
This Executive Chairman's Statement which forms the Interim Management Report (IMR) for the 26 week period ended 31 March 2012 has been prepared solely to provide additional information to shareholders to assess the Group's strategies and the potential for those strategies to succeed. The IMR should not be relied on by any other party or for any other purpose.
The IMR contains certain forward-looking statements. These statements are made by the directors in good faith based on the information available to them up to the time of their approval of this report but such statements should be treated with caution due to the inherent uncertainties, including both economic and business risk factors, underlying any such forward-looking information.
Introduction
This statement forms the Interim Management Report for the 26 week period ended 31 March 2012.
Results and review of the past six months
During the first half your Company has made significant strides with its strategy to enhance services to our clients while maximising efficiency in running the business. At the same time we have been operating in a business environment which I think can justifiably be described as challenging.
In the period under review total income from continuing operations was stable at just over £131m. This was achieved despite generally quieter markets with less activity in many clients' portfolios, reflecting their planned repositioning to a more defensive stance. Profits before tax from continuing operations rose by 3.3% to £12.3m. It should be acknowledged that we have benefited significantly from the absence of the large FSCS levy incurred last year.
We are in the process of moving to a more fee-based business model that is appropriate to today's market trends. Although this will have some short term impact on revenue as we transition to this approach, it will improve significantly the quality of the business across both our Advisory and Discretionary services for the future.
The balance sheet position remains satisfactory with firm's cash of £42.4m (2011: £46.5m).
Total funds under management rose by some 7.1% driven by a 10.9% lift in discretionary funds. During the same period the average level of both the FTSE 100 Index and the APCIMS Private Investor Series Balanced Portfolio Index increased by 12.5% and 9.7% respectively.
Funds Under Management | |||
Advisory | Discretionary | Total managed funds | |
£ billion | £ billion | £ billion | |
Value of funds at 30 September 2011 | 8.4 | 15.6 | 24.0 |
Inflows | 0.1 | 0.7 | 0.8 |
Outflows | (0.5) | (0.4) | (0.9) |
Transfers | (0.2) | 0.2 | - |
Market movement | 0.6 | 1.2 | 1.8 |
Value of funds at 31 March 2012 | 8.4 | 17.3 | 25.7 |
% increase in funds since 30 September 2011
| - % | 10.9% | 7.1% |
Regulation
While it is obviously pleasing that the impact of this year's FSCS levy was considerably less than in the previous period, the cost of regulation continues to be material for your company. We do not see the regulatory load diminishing. It is your Board's intention that the steps being taken as part of our strategic review will go some way to mitigate this financial burden.
Developments
Some time ago your Board expressed the view that our regional network was now of sufficient scale and that further changes were unlikely to increase the overall number of offices materially. We have recently announced that we will be opening in Ipswich, following the recruitment of a team of six. We have recruited ten new executives for Birmingham and Bristol. We have also decided that our operations in Dumfries will be merging with our Penrith office and in a similar vein the Elgin office will be consolidating with Inverness.
As previously announced the sale of our Corporate Advisory & Broking business was successfully completed on 1 February 2012.
Strategy
It is a year since we announced the outcome of the major strategic review of our operations and activities to reduce overheads, upgrade systems and enhance services to clients. I am pleased to report that much progress has been made during the last twelve months and implementation remains on plan both as to time and cost. We expect to begin the migration to our new systems provider at the end of this calendar year, rolling it out progressively during 2013. This will enable us to make significant cost savings, with the benefits of these becoming more significant towards the latter stages of the process. This investment will lead to a materially enhanced service for clients in the coming years while at the same time allowing us to generate superior returns for our shareholders. We also believe that it will improve our ability to meet the demands of current and future regulation, including of course the Retail Distribution Review (RDR).
Board
Following the AGM, I was very pleased to be able to announce the appointment of David Nicol as a Non-Executive Director and he will of course stand for election at our next AGM.
It is the intention of our long standing Finance Director, Robin Bayford, to retire at the end of this calendar year and the search for a suitable candidate to take up the position of Finance Director has been underway for some time. At the time of writing I am able to tell you that such a candidate has been identified, but until the proposed appointment has FSA approval, no further announcement can be made.
Dividend
A maintained interim dividend of 3.55p per share will be paid on 21 September 2012 to shareholders on the register on 24 August 2012.
Related party transactions
Related party transactions are disclosed in Note 3 to the condensed set of financial statements.
Going concern
As stated in Note 2 to the condensed set of financial statements, the directors are satisfied that the Group has sufficient resources to continue in operation for the foreseeable future, a period of time not less than 12 months from the date of this report. Accordingly, the Directors continue to adopt a going concern basis in preparing the condensed financial statements.
Principal risks and uncertainties
Principal risks and uncertainties are covered in Note 4 to the condensed financial statements.
Outlook
While it would be easy to become distracted by the impact of the economic and political difficulties in Europe, there remains a growing demand for our services and an increasing appreciation of the place of equity within the savings industry. While our ability to influence the short term outlook is clearly limited, a very significant amount of work is being undertaken to ensure that Brewin Dolphin is ready to meet efficiently future conditions and the requirements of our clients. We believe our scale and approach positions us well for longer term growth. We continue to view the future with cautious optimism.
Jamie Matheson
28 May 2012
Condensed Consolidated Income Statement
26 week period ended 31 March 2012
Unaudited 26 weeks to 31 March 2012 | Unaudited 26 weeks to 27 March2011 | Audited 53 weeks to 30 September 2011 | ||
Note | £'000 | £'000 | £'000 | |
Continuing operations | ||||
Revenue | 122,812 | 123,616 | 248,375 | |
Other operating income | 8,566 | 7,849 | 15,638 | |
Total income | 5 | 131,378 | 131,465 | 264,013 |
Staff costs | (63,513) | (61,433) | (126,456) | |
Redundancy costs | (87) | (577) | (1,008) | |
Additional FSCS levy | (553) | (6,058) | (6,058) | |
Acquisition of subsidiary costs | - | - | (228) | |
Amortisation of intangible assets - client relationships | 10 | (5,954) | (4,226) | (10,486) |
Other operating costs | (48,947) | (47,429) | (98,409) | |
Operating expenses | (119,054) | (119,723) | (242,645) | |
Operating profit | 12,324 | 11,742 | 21,368 | |
Finance income | 6 | 554 | 505 | 1,253 |
Other gains and losses | (13) | - | (27) | |
Finance costs | 6 | (558) | (349) | (732) |
Profit before tax | 5 | 12,307 | 11,898 | 21,862 |
Tax | 7 | (3,533) | (3,634) | (6,884) |
Profit for the period from continuing operations | 8,774 | 8,264 | 14,978 | |
Discontinued operations | ||||
(Loss)/profit for the period from discontinued operations | 18 | (3,172) | 71 | (877) |
Profit for the period | 5,602 | 8,335 | 14,101 | |
Attributable to: | ||||
Equity shareholders of the parent from continuing operations | 5,602 | 8,335 | 14,101 | |
5,602 | 8,335 | 14,101 | ||
Earnings per share | ||||
From continuing operations | ||||
Basic | 8 | 3.7p | 3.7p | 6.6p |
Diluted | 8 | 3.5p | 3.5p | 6.3p |
Condensed Consolidated Statement of Comprehensive Income
26 week period ended 31 March 2012
Unaudited 26 weeks to 31 March 2012 | Unaudited 26 weeks to 27 March 2011 | Audited 53 weeks to 30 September 2011 | ||
£'000 | £'000 | £'000 | ||
Profit for the period | 5,602 | 8,335 | 14,101 | |
Gain on revaluation of available-for-sale investments | - | 13 | - | |
Deferred tax credit on revaluation of available-for-sale investments | 112 | 51 | 56 | |
Exchange differences on translation of foreign operations | (66) | - | (83) | |
Actuarial (loss)/profit on defined benefit pension scheme | (3,247) | 3,501 | 2,766 | |
Deferred tax credit/(charge) on actuarial (loss)/profit on defined benefit pension scheme | 779 | (910) | (719) | |
Other comprehensive income for the period | (2,422) | 2,655 | 2,020 | |
Total comprehensive income for the period | 3,180 | 10,990 | 16,121 | |
Attributable to: | ||||
Equity shareholders of the parent | 3,180 | 10,990 | 16,121 | |
3,180 | 10,990 | 16,121 | ||
Condensed Consolidated Statement of Changes in Equity
26 week period ended 31 March 2012
Attributable to the equity shareholders of the parent | |||||||
Called up share capital | Share premium account | Own shares | Revaluation reserve | Merger reserve | Profit and loss account | Total | |
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |
26 week period ended 31 March 2012 | |||||||
Balance at 30 September 2011 | 2,405 | 116,028 | (10,686) | 4,118 | 22,950 | 19,970 | 154,785 |
Profit for the period | - | - | - | - | - | 5,602 | 5,602 |
Other comprehensive income for the period | |||||||
Deferred and current tax on other comprehensive income | - | - | - | 112 | - | 779 | 891 |
Actuarial loss on defined benefit pension scheme | - | - | - | - | - | (3,247) | (3,247) |
Exchange differences on translation of foreign operations | - | - | - | - | - | (66) | (66) |
Total comprehensive income for the period | - | - | - | 112 | - | 3,068 | 3,180 |
Dividends | - | - | - | - | - | (8,412) | (8,412) |
Issue of shares | 45 | 5,752 | - | - | - | - | 5,797 |
Own shares acquired in the period | - | - | (1,777) | - | - | - | (1,777) |
Share-based payments | - | - | - | - | - | 1,332 | 1,332 |
Deferred tax credit on share-based payments | - | - | - | - | - | 138 | 138 |
Balance at 31 March 2012 | 2,450 | 121,780 | (12,463) | 4,230 | 22,950 | 16,096 | 155,043 |
26 week period ended 27 March 2011 | |||||||
Balance at 26 September 2010 | 2,270 | 113,612 | (101) | 4,062 | 4,562 | 17,211 | 141,616 |
Profit for the period | - | - | - | - | - | 8,335 | 8,335 |
Other comprehensive income for the period | |||||||
Deferred and current tax on other comprehensive income | - | - | - | 51 | - | (910) | (859) |
Actuarial profit on defined benefit pension scheme | - | - | - | - | - | 3,501 | 3,501 |
Revaluation of available-for-sale investments | - | - | - | 13 | - | - | 13 |
Total comprehensive income for the period | - | - | - | 64 | - | 10,926 | 10,990 |
Dividends | - | - | - | - | - | (8,112) | (8,112) |
Issue of shares | 16 | 1,918 | - | - | - | - | 1,934 |
Own shares acquired in the period | - | - | (5,462) | - | - | - | (5,462) |
Share-based payments | - | - | - | - | - | 783 | 783 |
Current tax charge on share-based payments | - | - | - | - | - | (30) | (30) |
Deferred tax credit on share-based payments | - | - | - | - | - | 21 | 21 |
Balance at 27 March 2011 | 2,286 | 115,530 | (5,563) | 4,126 | 4,562 | 20,799 | 141,740 |
53 week period ended 30 September 2011 | |||||||
Balance at 26 September 2010 | 2,270 | 113,612 | (101) | 4,062 | 4,562 | 17,211 | 141,616 |
Profit for the period | - | - | - | - | - | 14,101 | 14,101 |
Other comprehensive income for the period | |||||||
Deferred and current tax on other comprehensive income | - | - | - | 56 | - | (719) | (663) |
Actuarial profit on defined benefit pension scheme | - | - | - | - | - | 2,766 | 2,766 |
Exchange differences on translation of foreign operations | - | - | - | - | - | (83) | (83) |
Total comprehensive income for the period | - | - | - | 56 | - | 16,065 | 16,121 |
Dividends | - | - | - | - | - | (16,286) | (16,286) |
Issue of shares | 135 | 2,416 | - | - | 18,388 | - | 20,939 |
Own shares acquired in the period | - | - | (10,585) | - | - | - | (10,585) |
Share-based payments | - | - | - | - | - | 3,029 | 3,029 |
Current tax credit on share-based payments | - | - | - | - | - | (124) | (124) |
Deferred tax charge on share-based payments | - | - | - | - | - | 75 | 75 |
Balance at 30 September 2011 | 2,405 | 116,028 | (10,686) | 4,118 | 22,950 | 19,970 | 154,785 |
Condensed Consolidated Balance Sheet
As at 31 March 2012
Unaudited as at 31 March 2012 | Unaudited as at 27 March 2011 | Audited as at 30 September 2011 | ||
Note | £'000 | £'000 | £'000 | |
Assets | ||||
Non-current assets | ||||
Intangible assets | 10 | 111,306 | 92,493 | 115,805 |
Property, plant and equipment | 11 | 15,765 | 17,651 | 15,869 |
Available-for-sale investments | 12 | 6,074 | 6,127 | 6,087 |
Other receivables | 2,289 | 2,455 | 2,377 | |
Deferred tax asset | 2,229 | 1,241 | 559 | |
Total non-current assets | 137,663 | 119,967 | 140,697 | |
Current assets | ||||
Trading investments | 12 | 812 | 817 | 744 |
Trade and other receivables | 305,918 | 370,404 | 242,492 | |
Cash and cash equivalents | 64,663 | 72,322 | 85,702 | |
Total current assets | 371,393 | 443,543 | 328,938 | |
Total assets | 509,056 | 563,510 | 469,635 | |
Liabilities | ||||
Current liabilities | ||||
Bank overdrafts | 401 | 1,926 | 672 | |
Trade and other payables | 313,617 | 385,041 | 267,819 | |
Current tax liabilities | 2,341 | 4,512 | 1,390 | |
Provisions | 13 | 4,895 | 5,031 | 5,931 |
Shares to be issued including premium | 14 | 6,675 | 6,658 | 6,541 |
Total current liabilities | 327,929 | 403,168 | 282,353 | |
Net current assets | 43,464 | 40,375 | 46,585 | |
Non-current liabilities | ||||
Retirement benefit obligation | 15 | 9,224 | 7,707 | 7,101 |
Deferred purchase consideration | 1,611 | 2,127 | 2,556 | |
Provisions | 13 | - | 16 | - |
Shares to be issued including premium | 14 | 15,249 | 8,752 | 22,840 |
Total non-current liabilities | 26,084 | 18,602 | 32,497 | |
Total liabilities | 354,013 | 421,770 | 314,850 | |
Net assets | 155,043 | 141,740 | 154,785 | |
EQUITY | ||||
Called up share capital | 16 | 2,450 | 2,286 | 2,405 |
Share premium account | 16 | 121,780 | 115,530 | 116,028 |
Own shares | (12,463) | (5,563) | (10,686) | |
Revaluation reserve | 4,230 | 4,126 | 4,118 | |
Merger reserve | 22,950 | 4,562 | 22,950 | |
Profit and loss account | 16,096 | 20,799 | 19,970 | |
Equity attributable to equity holders of the parent | 155,043 | 141,740 | 154,785 |
Condensed Consolidated Cash Flow Statement
26 week period ended 31 March 2012
Unaudited 26 weeks to 31 March 2012 | Unaudited 26 weeks to 27 March 2011 | Audited 53 weeks to 30 September 2011 | ||
Note | £'000 | £'000 | £'000 | |
Net cash (outflow)/inflow from operating activities | 17 | (9,799) | (2,800) | 32,858 |
Cash flows from investing activities | ||||
Purchase of intangible assets - client relationships | (2,697) | (4,530) | (7,946) | |
Purchase of intangible assets - software | (2,713) | (2,507) | (3,147) | |
Purchases of property, plant and equipment | 11 | (4,154) | (3,114) | (5,171) |
Acquisition of subsidiary | - | - | 5,802 | |
Dividend received from available-for-sale investments | - | - | 194 | |
Net cash used in investing activities | (9,564) | (10,151) | (10,268) | |
Cash flows from financing activities | ||||
Dividends paid to equity shareholders | - | - | (16,286) | |
Purchase of own shares | (1,777) | (5,462) | (10,585) | |
Proceeds on issue of shares | 372 | 1,934 | 2,436 | |
Net cash used in financing activities | (1,405) | (3,528) | (24,435) | |
Net decrease in cash and cash equivalents | (20,768) | (16,479) | (1,845) | |
Cash and cash equivalents at the start of period | 85,030 | 86,875 | 86,875 | |
Cash and cash equivalents at the end of period | 64,262 | 70,396 | 85,030 | |
Firm's cash | 42,775 | 48,480 | 64,469 | |
Firm's overdraft | (401) | (1,926) | (672) | |
Firm's net cash | 42,374 | 46,554 | 63,797 | |
Client settlement cash | 21,888 | 23,842 | 21,233 | |
Net cash and cash equivalents | 64,262 | 70,396 | 85,030 | |
Cash and cash equivalents shown in current assets | 64,663 | 72,322 | 85,702 | |
Bank overdrafts | (401) | (1,926) | (672) | |
Net cash and cash equivalents | 64,262 | 70,396 | 85,030 | |
For the purposes of the cash flow statement, cash and cash equivalents include bank overdrafts.
Notes to the Condensed Set of Financial Statements
1. | General information |
Brewin Dolphin Holdings PLC (the "Company") is a public limited company incorporated in the United Kingdom. The shares of the Company are listed on the London Stock Exchange. The address of its registered office is 12 Smithfield Street, London EC1A 9BD. This Interim Financial Report was approved for issue on 28 May 2012.
A copy of this Interim Financial Report including Condensed Financial Statements for the 26 week period ended 31 March 2012 is available at the Company's registered office and a copy will be posted to all shareholders.
The information for the 53 week period ended 30 September 2011 does not constitute statutory accounts as defined in section 434 of the Companies Act 2006. A copy of the statutory accounts for that year has been delivered to the Registrar of Companies. The auditors reported on those accounts: their report was unqualified, did not draw attention to any matters by way of emphasis and did not contain a statement under section 498(2) or (3) of the Companies Act 2006.
2. | Accounting policies |
Basis of preparation
The annual financial statements of Brewin Dolphin Holdings PLC are prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union.
The condensed set of financial statements included in this Interim Financial Report for the 26 week period ended 31 March 2012 should be read in conjunction with the annual audited financial statements of Brewin Dolphin Holdings PLC for the 53 week period ended 30 September 2011.
The condensed set of financial statements included in this Interim Financial Report has been prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting", as adopted by the European Union and the Interim Financial Report has been prepared in accordance with the Disclosure and Transparency Rules (DTR) of the Financial Services Authority.
Going concern
The Directors are satisfied that the Group has sufficient resources to continue in operation for the foreseeable future, a period of not less than 12 months from the date of this report. Accordingly they continue to adopt the going concern basis in preparing the condensed financial statements.
Changes in accounting policy and disclosure
The same accounting policies, presentation and methods of computation are followed in the condensed set of financial statements as applied in the Group's latest annual audited financial statements for the 53 week period ended 30 September 2011.
3. | Related party transactions |
There have been no changes to related party transactions that could have a material effect on the financial position or performance of the Group that were disclosed in the 2011 Annual Report and Accounts available via our website www.brewin.co.uk. Transactions between the Company and its subsidiaries have been eliminated on consolidation and are not disclosed. There were no other transactions with related parties which were not part of the Group during the period, with the exception of remuneration paid to key management personnel.
4. | Principal risks and uncertainties |
The Directors consider that the nature of the principal risks and uncertainties which may have a material effect on the Group's performance during the remainder of its financial year remain unchanged from those identified on page 14 of the 2011 Annual Report and Accounts available via our website www.brewin.co.uk.
The principal risk to the business remains adverse movements in the market in the short term. The other major financial and non financial risks identified in the 2011 Annual Report and Accounts were:
Risk Type | Risk |
Credit risk | Counterparty risk |
Earnings risk | Loss of client facing staff |
Interest rate risk | Interest rate risk |
Liquidity risk | Bank default and other systemic risk; Capital adequacy |
Legal and compliance risk | Data protection; Fast changing regulatory environment; New business and product lines; Poor advice/portfolio performance (including mis-selling) |
Operational and IT risk | Business continuity; Data integrity; Electronic dealing errors; Supplier Capacity; Significant strategic change; Project control |
Reputational risk | Poor investment performance; adverse publicity |
Settlement risk | Settlement failure |
Other risk | Acquisition of new teams; Financial crime |
5. | Segmental information |
For management purposes since the 2 February 2012, the Group has had one business stream: Investment Management. Prior to the 2 February 2012 it had two businesses: Investment Management and Corporate Advisory & Broking which has been discontinued (see Note 18). These form the reportable segments of the Group for the period.
The Group's operations are carried out in the United Kingdom, Channel Islands and the Republic of Ireland. Income generated in the Republic of Ireland is reported as part of the Investment Management business stream. All segment income relates to external clients.
The accounting policies of the operating segments are the same as those of the Group.
26 week period ended 31 March 2012 | |||||
Continuing operations | Continuing operations | Continuing operations | Dis-continued operations | ||
Discretionary Portfolio Management | Advisory Portfolio Management | Total Investment Management | Corporate Advisory & Broking | Group | |
£'000 | £'000 | £'000 | £'000 | £'000 | |
Total income | 91,913 | 39,465 | 131,378 | 1,088 | 132,466 |
Operating profit before redundancy costs, additional FSCS levy and amortisation of client relationships | 13,235 | 5,683 | 18,918 | (2,054) | 16,864 |
Redundancy costs | (87) | (47) | (134) | ||
Additional FSCS levy | (553) | - | (553) | ||
Amortisation of client relationships | (5,954) | - | (5,954) | ||
Operating profit | 12,324 | (2,101) | 10,223 | ||
Finance income (net) | (4) | - | (4) | ||
Other gains and losses | (13) | - | (13) | ||
Cost of separation | - | (1,772) | (1,772) | ||
Profit/(loss) before tax | 12,307 | (3,873) | 8,434 | ||
Other Information | |||||
Capital expenditure | 6,867 | - | 6,867 | ||
Depreciation | 4,120 | 40 | 4,160 | ||
Amortisation of intangible asset - software | 1,684 | - | 1,684 | ||
Share-based payments | 1,332 | - | 1,332 | ||
Segment assets excluding current tax assets | 509,056 | - | 509,056 | ||
Segment liabilities excluding current tax liabilities | 351,672 | - | 351,672 |
26 week period ended 27 March 2011 | |||||
Continuing operations | Continuing operations | Continuing operations | Discontinued operations | ||
Discretionary Portfolio Management | Advisory Portfolio Management | Total Investment Management | Corporate Advisory & Broking | Group | |
£'000 | £'000 | £'000 | £'000 | £'000 | |
Total income | 88,538 | 42,927 | 131,465 | 4,564 | 136,029 |
Operating profit before redundancy costs, additional FSCS levy and amortisation of client relationships | 15,222 | 7,381 | 22,603 | 110 | 22,713 |
Redundancy costs | (577) | (12) | (589) | ||
Additional FSCS levy | (6,058) | - | (6,058) | ||
Amortisation of client relationships | (4,226) | - | (4,226) | ||
Operating profit | 11,742 | 98 | 11,840 | ||
Finance income (net) | 156 | - | 156 | ||
Profit before tax | 11,898 | 98 | 11,996 | ||
Other Information | |||||
Capital expenditure | 5,596 | 25 | 5,621 | ||
Depreciation | 4,780 | 67 | 4,847 | ||
Amortisation of intangible asset - software | 1,594 | 38 | 1,632 | ||
Share-based payments | 770 | 13 | 783 | ||
Segment assets excluding current tax assets | 547,059 | 16,451 | 563,510 | ||
Segment liabilities excluding current tax liabilities | 400,807 | 16,451 | 417,258 |
53 week period ended 30 September 2011 | |||||
Continuing operations |
Continuing operations |
Continuing operations |
Discontinued operations | ||
Discretionary Portfolio Management | Advisory Portfolio Management | Total Investment Management | Corporate Advisory & Broking | Group | |
£'000 | £'000 | £'000 | £'000 | £'000 | |
Total income | 180,518 | 83,495 | 264,013 | 10,346 | 274,359 |
Operating profit before redundancy costs, additional FSCS levy, acquisition of subsidiary costs and amortisation of client relationships | 26,767 | 12,381 | 39,148 | 1,204 | 40,352 |
Additional FSCS levy | (6,058) | - | (6,058) | ||
Redundancy costs | (1,008) | (12) | (1,020) | ||
Acquisition of subsidiary costs | (228) | - | (228) | ||
Amortisation of client relationships | (10,486) | - | (10,486) | ||
Operating profit | 21,368 | 1,192 | 22,560 | ||
Finance income (net) | 521 | - | 521 | ||
Other gains and losses | (27) | - | (27) | ||
Costs of separation | - | (2,393) | (2,393) | ||
Profit/(loss) before tax | 21,862 | (1,201) | 20,661 | ||
Other Information | |||||
Capital expenditure | 8,287 | 31 | 8,318 | ||
Depreciation | 8,704 | 131 | 8,835 | ||
Amortisation of intangible asset - software | 3,370 | 76 | 3,446 | ||
Share-based payments | 3,015 | 14 | 3,029 | ||
Segment assets excluding current tax assets | 458,417 | 11,218 | 469,635 | ||
Segment liabilities excluding current tax liabilities | 269,745 | 11,218 | 280,963 |
6. | Finance income and costs |
| |||||||||||
Unaudited 26 weeks to 31 March 2012 | Unaudited 26 weeks to 27 March 2011 | Audited 53 weeks to 30 September 2011 |
| ||||||||
£'000 | £'000 | £'000 |
| ||||||||
Finance income |
| ||||||||||
Dividends from available-for-sale investments | - | - | 194 |
| |||||||
Interest on bank deposits | 554 | 505 | 1,059 |
| |||||||
554 | 505 | 1,253 |
| ||||||||
| |||||||||||
Finance costs |
| ||||||||||
Finance cost of deferred consideration | 164 | 121 | 317 |
| |||||||
Interest expense on defined pension obligation | 373 | 202 | 369 |
| |||||||
Interest on bank overdrafts | 21 | 26 | 46 |
| |||||||
558 | 349 | 732 |
| ||||||||
7. |
Taxation | ||||||||||
United Kingdom | Overseas tax | United Kingdom deferred tax | |||||||||
Current tax | Prior period | Current tax | Prior period | Current year | Prior period | Total | |||||
£'000 | £'000 | £'000 | £'000 | £'000 | £'000 | £'000 | |||||
Unaudited 26 weeks to 31 March 2012 | |||||||||||
Continuing operations | 3,498 | 556 | 122 | - | 63 | (706) | 3,533 | ||||
Discontinued operations | (701) | - | - | - | - | (701) | |||||
2,797 | 556 | 122 | - | 63 | (706) | 2,832 | |||||
Unaudited 26 weeks to 27 March 2011 | |||||||||||
Continuing operations | 4,110 | 419 | 83 | - | (614) | (364) | 3,634 | ||||
Discontinued operations | 27 | - | - | - | - | - | 27 | ||||
4,137 | 419 | 83 | - | (614) | (364) | 3,661 | |||||
Audited 53 weeks to 30 September 2011 | |||||||||||
Continuing operations | 6,246 | 422 | 181 | - | 439 | (404) | 6,884 | ||||
Discontinued operations | (122) | - | - | - | (202) | - | (324) | ||||
6,124 | 422 | 181 | - | 237 | (404) | 6,560 | |||||
8. | Earnings per share |
The calculation of the basic and diluted earnings per share is based on the following data:
Unaudited 26 weeks to 31 March 2012 | Unaudited 26 weeks to 27 March 2011 | Audited 53 weeks to 30 September 2011 | |
Number of shares | |||
'000 | '000 | '000 | |
Basic | |||
Weighted average number of shares in issue in the period | 235,712 | 225,543 | 226,796 |
Diluted | |||
Weighted average number of options outstanding for the period | 7,434 | 3,821 | 4,275 |
Estimated weighted average number of shares earned under deferred consideration arrangements | 6,328 | 4,422 | 9,464 |
Diluted weighted average number of options and shares for the period | 249,474 | 233,786 | 240,535 |
Earnings attributable to ordinary shareholders | |||
Continuing operations | |||
£'000 | £'000 | £'000 | |
Profit for the period from continuing operations | 8,774 | 8,263 | 14,978 |
Redundancy costs | 87 | 577 | 1,008 |
less tax | (22) | (156) | (272) |
Additional FSCS levy | 553 | 6,058 | 6,058 |
less tax | (138) | (1,636) | (1,636) |
Acquisition of subsidiary | - | - | 228 |
Amortisation of intangible assets - client relationships | 5,954 | 4,226 | 10,486 |
less tax | (1,488) | (1,141) | (2,831) |
Adjusted basic profit for the period and attributable earnings excluding redundancy costs, additional FSCS levy, acquisition of subsidiary costs and amortisation of client relationships | 13,720 | 16,191 | 28,019 |
Profit for the period from continuing operations | 8,774 | 8,263 | 14,978 |
Finance costs of deferred consideration (Note a) | 95 | 50 | 237 |
less tax | (24) | (14) | (64) |
Adjusted fully diluted profit for the period and attributable earnings | 8,845 | 8,299 | 15,151 |
Redundancy costs | 87 | 577 | 1,008 |
less tax | (22) | (156) | (272) |
Additional FSCS levy | 553 | 6,058 | 6,058 |
less tax | (138) | (1,636) | (1,636) |
Acquisition of subsidiary | - | 228 | |
Amortisation of intangible assets - client relationships | 5,954 | 4,226 | 10,486 |
less tax | (1,488) | (1,141) | (2,831) |
Adjusted fully diluted profit for the period and attributable earnings excluding redundancy costs, additional FSCS levy, acquisition of subsidiary costs and amortisation of client relationships | 13,791 | 16,227 | 28,192 |
From continuing operations | |||
Basic | 3.7p | 3.7p | 6.6p |
Diluted | 3.5p | 3.5p | 6.3p |
From continuing operations excluding redundancy costs, additional FSCS levy, acquisition of subsidiary costs and amortisation of client relationships | |||
Basic | 5.8p | 7.2p | 12.4p |
Diluted | 5.5p | 6.9p | 11.7p |
a) Finance costs of deferred consideration are added back where the issue of shares is more dilutive than the interest cost saved. | |||
Unaudited 26 weeks to 31 March 2012 | Unaudited 26 weeks to 27 March 2011 | Audited 53 weeks to 30 September 2011 | |
Earnings attributable to ordinary shareholders | |||
Continuing and discontinued operations | |||
£'000 | £'000 | £'000 | |
Profit for the period from continuing and discontinued operations | 5,602 | 8,335 | 14,101 |
Redundancy costs | 134 | 589 | 1,020 |
less tax | (34) | (159) | (275) |
Additional FSCS levy | 553 | 6,058 | 6,058 |
less tax | (138) | (1,636) | (1,636) |
Acquisition of subsidiary | - | - | 228 |
Amortisation of intangible assets - client relationships | 5,954 | 4,226 | 10,486 |
less tax | (1,488) | (1,141) | (2,831) |
Adjusted basic profit for the period and attributable earnings excluding redundancy costs, additional FSCS levy, acquisition of subsidiary costs and amortisation of client relationships | 10,583 | 16,272 | 27,151 |
Profit for the period | 5,602 | 8,335 | 14,101 |
Finance costs of deferred consideration (Note a above) | 95 | 50 | 236 |
less tax | (24) | (14) | (64) |
Adjusted fully diluted profit for the period and attributable earnings | 5,673 | 8,371 | 14,273 |
Redundancy costs | 134 | 589 | 1,020 |
less tax | (34) | (159) | (275) |
Additional FSCS levy | 553 | 6,058 | 6,058 |
less tax | (138) | (1,636) | (1,636) |
Acquisition of subsidiary | - | - | 228 |
Amortisation of intangible assets - client relationships | 5,954 | 4,226 | 10,486 |
less tax | (1,488) | (1,141) | (2,831) |
Adjusted fully diluted profit for the period and attributable earnings excluding redundancy costs, additional FSCS levy, acquisition of subsidiary costs and amortisation of client relationships | 10,654 | 16,308 | 27,323 |
The denominators used are the same as those detailed above for both basic and diluted earnings from continuing operations | |||
From continuing and discontinued operations | |||
Basic | 2.4p | 3.7p | 6.2p |
Diluted | 2.3p | 3.6p | 5.9p |
From continuing and discontinued operations excluding redundancy costs, additional FSCS levy, acquisition of subsidiary costs and amortisation of client relationships | |||
Basic | 4.5p | 7.2p | 12.0p |
Diluted | 4.3p | 7.0p | 11.4p |
From discontinued operations | |||
The denominators used are the same as those detailed above for both basic and diluted earnings from continuing operations | |||
Basic | (1.3p) | 0.0p | (0.4p) |
Diluted | (1.2p) | 0.1p | (0.4p) |
9. | Dividends |
Unaudited 26 weeks to 31 March 2012 | Unaudited 26 weeks to 27 March 2011 | Audited 53 weeks to 30 September 2011 | |
£'000 | £'000 | £'000 | |
Amounts recognised as distributions to equity shareholders in the period: | |||
Final dividend paid 10 April 2012*, 3.55p per share (2011: 3.55p per share) | 8,412 | 8,112 | 7,989 |
Interim dividend paid 22 September 2011, 3.55p per share | - | - | 8,297 |
8,412 | 8,112 | 16,286 | |
* approved at Annual General Meeting on 24 February 2012 | |||
An interim dividend of 3.55p per share was declared by the Board on 28 May 2012 and has not been included as a liability as at 31 March 2012. This interim dividend will be paid on 21 September 2012 to shareholders on the register at the close of business on 24 August 2012 with an ex-dividend date of 22 August 2012. |
10. | Intangible assets |
Goodwill | Client relationships | Software development costs | Purchased software | Total | |
£'000 | £'000 | £'000 | £'000 | £'000 | |
Cost | |||||
At 26 September 2010 | 48,637 | 54,802 | 866 | 10,204 | 114,509 |
Additions | - | 4,226 | 214 | 2,293 | 6,733 |
Revaluation of shares to be issued and deferred purchase consideration in respect of acquisitions in prior periods | - | 504 | - | - | 504 |
At 27 March 2011 | 48,637 | 59,532 | 1,080 | 12,497 | 121,746 |
Additions | - | 26,206 | 54 | 586 | 26,846 |
Revaluation of shares to be issued and deferred purchase consideration in respect of acquisitions in prior periods | - | 4,747 | - | - | 4,747 |
At 30 September 2011 | 48,637 | 90,485 | 1,134 | 13,083 | 153,339 |
Additions | - | 3,465 | 86 | 2,627 | 6,178 |
Revaluation of shares to be issued and deferred purchase consideration in respect of acquisitions in prior periods | - | (3,039) | - | - | (3,039) |
At 31 March 2012 | 48,637 | 90,911 | 1,220 | 15,710 | 156,478 |
Accumulated amortisation and impairment | |||||
At 26 September 2010 | - | 20,913 | 196 | 2,286 | 23,395 |
Amortisation charge for the period | - | 4,226 | 125 | 1,507 | 5,858 |
Impairment losses for the period | - | - | - | - | - |
At 27 March 2011 | - | 25,139 | 321 | 3,793 | 29,253 |
Amortisation charge for the period | - | 6,260 | 137 | 1,677 | 8,074 |
Impairment losses for the period | - | 207 | - | - | 207 |
At 30 September 2011 | - | 31,606 | 458 | 5,470 | 37,534 |
Amortisation charge for the period | - | 5,954 | 149 | 1,535 | 7,638 |
Impairment losses for the period | - | - | - | - | - |
At 31 March 2012 | - | 37,560 | 607 | 7,005 | 45,172 |
Net book value | |||||
At 26 September 2010 | 48,637 | 33,889 | 670 | 7,918 | 91,114 |
At 27 March 2011 | 48,637 | 34,393 | 759 | 8,704 | 92,493 |
At 30 September 2011 | 48,637 | 58,879 | 676 | 7,613 | 115,805 |
At 31 March 2012 | 48,637 | 53,351 | 613 | 8,705 | 111,306 |
11. | Property, plant and equipment |
During the period the Group spent £1.2 million (26 weeks to 27 March 2011: £0.3 million, 53 weeks to 30 September 2011: £0.6 million) on leasehold improvements, £1.5 million (26 weeks to 27 March 2011: £1.3 million, 53 weeks to 30 September 2011: £2.3 million) on computer equipment and £1.4 million (26 weeks to 27 March 2011: £1.5 million, 53 weeks to 30 September 2011: £2.2 million) on office equipment.
12. | Investments |
Available-for-sale investments | |||
Listed investments | Unlisted investments | Total | |
£'000 | £'000 | £'000 | |
Fair value | |||
At 31 March 2012 | 74 | 6,000 | 6,074 |
At 27 March 2011 | 127 | 6,000 | 6,127 |
At 30 September 2011 | 87 | 6,000 | 6,087 |
The listed available-for-sale investment is in PLUS Markets Group PLC and was a strategic investment designed to reduce the then monopoly of the London Stock Exchange.
The unlisted available-for-sale investment in Euroclear plc is as a result of a £431,000 strategic investment in Crest, the London based settlement system. Crest was taken over by Euroclear plc and the resultant stake in Euroclear plc was 0.52% of its share capital or 19,899 ordinary shares. As at 30 September 2011 the Directors updated their valuation of the Group's holding in Euroclear plc; the valuation is £6 million (27 March 2011: £6 million, 30 September 2011: £6 million). This valuation takes into account dividend yield and the prices of similar quoted companies.
Trading investments | |||
Listed investments | Unlisted investments | Total | |
£'000 | £'000 | £'000 | |
Fair value | |||
At 31 March 2012 | 812 | - | 812 |
At 27 March 2011 | 817 | - | 817 |
At 30 September 2011 | 744 | - | 744 |
Investments are measured at fair value which is determined directly by reference to published prices in an active market where available. |
13. | Provisions |
| |||||
Unaudited 26 weeks to 31 March 2012 | Unaudited 26 weeks to 31 March 2012 | Unaudited 26 weeks to 31 March 2012 | Unaudited 26 weeks to 27 March 2011 | Audited 53 weeks to 30 September 2011 | |||
£'000 | £'000 | £'000 | £'000 | £'000 | |||
Sundry claims and associated costs | Vacant Property | Total | Total | Total | |||
At start of period | 5,875 | 56 | 5,931 | 5,464 | 5,464 | ||
Additions | 1,004 | - | 1,004 | 1,181 | 2,109 | ||
Utilisation of provision | (597) | (26) | (623) | (1,411) | (1,273) | ||
Unused amounts reversed during the period | (1,417) | - | (1,417) | (187) | (369) | ||
At end of period | 4,865 | 30 | 4,895 | 5,047 | 5,931 | ||
Provisions | |||||||
Included in current liabilities | 4,865 | 30 | 4,895 | 5,031 | 5,931 | ||
Included in non-current liabilities | - | - | - | 16 | - | ||
4,865 | 30 | 4,895 | 5,047 | 5,931 | |||
Provisions relate to sundry claims against the Group and the future cost of vacant property. Where there are sundry claims against the Group the estimated liability has been included above with the related insurance debtor of £nil (27 March 2011: £399,000, 30 September 2011: £nil) included in trade and other receivables. The timing of settlements cannot be accurately forecast; settlement of £nil (27 March 2011: £nil, 30 September 2011: £nil) has been made since the balance sheet date.
14. | Shares to be issued including premium and other deferred purchase liabilities |
The Group acquires investment businesses and teams of investment managers, bringing with them funds under management (the latter classified as the intangible asset client relationships) on deferred purchase terms based on the value of income introduced over, normally, a three year period. The payment is normally made in ordinary shares and these shares typically have to be held for a further three years. At the discretion of the Board these shares can be purchased in the market rather than issued. The estimated likely cost of these shares has been updated at the half year in light of actual results of previously acquired business teams and to include new acquisitions.
15. | Retirement benefit obligation |
The main financial assumptions used in calculating the Group's retirement benefit obligation are as follows:
As at 31 March 2012 | As at 27 March 2011 | As at 30 September 2011 | |
Discount rate | 4.70% | 5.50% | 5.10% |
Rate of inflation (RPI) | 4.70% | 3.40% | 3.40% |
Rate of inflation (CPI) | 2.35% | n/a | 2.25% |
Salary increases | 3.10% | 3.40% | 3.00% |
Rate of increase to pensions in payment | 3.10% | 3.40% | 3.00% |
Expected return on equities | 7.00% | 7.50% | 7.00% |
Expected return on bonds | 4.00% | 4.50% | 4.00% |
Expected return on other assets | 0.50% | 0.50% | 0.50% |
Average assumed life expectancies for members on retirement at age 65 | |||
Existing pensioners | |||
Males | 87.5 years | 87.5 years | 87.5 years |
Females | 89.0 years | 88.9 years | 88.9 years |
Future pensioners | |||
Males | 88.7 years | 88.6 years | 88.6 years |
Females | 90.1 years | 90.1 years | 90.1 years |
A full actuarial valuation was carried out as at 31 December 2008 and the results of this valuation have been updated to 31 March 2012 by a qualified independent actuary.
16. | Called up share capital |
The following movements in share capital occurred during the period:
Date | No. of Fully Paid Shares | No. of Nil Paid Shares | Exercise/ Issue Price (pence) | Called up share capital | Share premium account | Total | |
£'000 | £'000 | £'000 | |||||
At 30 September 2011 | 240,607,878 | 2,712,702 | 2,405 | 116,028 | 118,433 | ||
Settlement of deferred consideration | 8 December 2011 | 4,131,553 | - | 131.3p | 42 | 5,383 | 5,425 |
Issue of options | Various | 231,840 | - | 37.5p - 148p | 2 | 230 | 232 |
Nil paid shares now paid up | Various | 133,117 | (133,117) | 103.3p - 184.5p | 1 | 148 | 149 |
Cost of issue of shares | - | - | - | (9) | (9) | ||
At 31 March 2012 | 245,104,388 | 2,579,585 | 2,450 | 121,780 | 124,230 | ||
17. | Note to the cash flow statement | ||||
Unaudited 26 weeks to 31 March 2012 | Unaudited 26 weeks to 27 March 2011 | Audited 53 weeks to 30 September 2011 |
| ||
£'000 | £'000 | £'000 |
| ||
Group |
| ||||
Operating profit from continuing operations | 12,324 | 11,742 | 21,368 |
| |
(Loss)/profit for the period from discontinued operations (Note 18) | (3,873) | 98 | (1,201) |
| |
Adjustments for: |
| ||||
Depreciation of property, plant and equipment | 4,160 | 4,847 | 8,835 |
| |
Amortisation of intangible assets - client relationships | 5,954 | 4,226 | 10,486 |
| |
Amortisation of intangible assets - software | 1,684 | 1,632 | 3,446 |
| |
Loss on disposal of property, plant and equipment | 98 | - | - |
| |
Intangible asset impairment | - | - | 207 |
| |
Retirement benefit obligation | (1,124) | (1,290) | (2,631) |
| |
Share-based payment cost | 1,334 | 783 | 3,029 |
| |
Translation adjustments | (66) | - | (83) |
| |
Unwind of discount of shares to be issued and deferred purchase consideration | 164 | 121 | 317 |
| |
Interest income | 554 | 505 | 1,059 |
| |
Interest expense | (558) | (349) | (732) |
| |
Operating cash flows before movements in working capital | 20,651 | 22,315 | 44,100 |
| |
Increase/(decrease) in payables and trading investments | 35,480 | 18,794 | (91,996) |
| |
(Increase)/decrease in receivables and trading investments | (63,375) | (39,316) | 90,465 |
| |
Cash (used)/generated by operating activities | (7,244) | 1,793 | 42,569 |
| |
Tax paid | (2,555) | (4,593) | (9,711) |
| |
Net cash (outflow)/inflow from operating activities | (9,799) | (2,800) | 32,858 |
| |
| |||||
Cash and cash equivalents comprise cash at bank and bank overdrafts. |
| ||||
18. | Discontinued Operations |
The Group's operating subsidiary, Brewin Dolphin Limited, signed an agreement on 11 May 2011 for the disposal of its Corporate Advisory and Broking Division to a new partnership called N+1 Brewin. The disposal was completed on 1 February 2012.
The Group received a 14% preferred interest in N+1 Brewin which has been valued at £nil.
The Corporate Advisory and Broking Division represented a reportable segment of the Group and the effect of the discontinued operation on segment results is disclosed in Note 5.
The results of the discontinued operations, which have been included in the consolidated income statement, were as follows:
Unaudited 26 weeks to 31 March 2012 | Unaudited 26 weeks to 27 March 2011 | Audited 53 weeks to 30 September 2011 | |
£'000 | £'000 | £'000 | |
Revenue | 1,088 | 4,564 | 10,346 |
Expenses | (3,189) | (4,466) | (9,154) |
Operating profit | (2,101) | 98 | 1,192 |
Costs of separation | (1,772) | - | (2,393) |
Profit before tax | (3,873) | 98 | (1,201) |
Attributable tax | 701 | (27) | 324 |
Net (loss)/profit attributable to discontinued operations (attributable to the owners of the Company) | (3,172) | 71 | (877) |
During the period the division contributed a net cash outflow of £3.6m (26 weeks to 27 March 2011: £0.1 million inflow, 53 weeks to 30 September 2011: £1.1 million outflow) to the Group's net operating cash flows.
Funds
(Unaudited)
At 31 March 2012 | At 27 March 2011 | At 30 September 2011 | |
£ Billion | £ Billion | £ Billion | |
In Group's nominee or sponsored member | 17.0 | 15.2 | 15.3 |
Stock not held in Group's nominee | 0.3 | 0.3 | 0.3 |
Discretionary funds under management | 17.3 | 15.5 | 15.6 |
In Group's nominee or sponsored member | 7.3 | 8.0 | 7.2 |
Other funds where valuations are carried out but where the stock is not under the Group's control | 1.1 | 1.5 | 1.2 |
Advisory funds under management | 8.4 | 9.5 | 8.4 |
Managed funds | 25.7 | 25.0 | 24.0 |
In Group's nominee or sponsored member | 5.0 | 4.4 | 4.1 |
Stock not held in Group's nominee | 0.3 | 0.4 | 0.3 |
Execution only stock | 5.3 | 4.8 | 4.4 |
Total funds | 31.0 | 29.8 | 28.4 |
Stock | |||
In Group's nominee or sponsored member | 29.3 | 27.6 | 26.6 |
Stock not held in Group's nominee | 1.7 | 2.2 | 1.8 |
31.0 | 29.8 | 28.4 | |
Responsibility Statement
The Directors confirm that to the best of their knowledge:
a) | the condensed set of financial statements has been prepared in accordance with IAS 34 "Interim Financial Reporting";
|
b) | the interim management report* includes a fair view of the information required by Disclosure and Transparency Rules (DTR) 4.2.7 R (indication of important events during the first six months and description of principal risks and uncertainties for the remaining six months of the year); and
|
c) | the interim management report* includes a fair view of the information required by DTR 4.2.8 R (disclosures of related parties' transactions and changes therein). |
*encompassed within the Executive Chairman's Statement
By order of the Board
J Matheson | R A Bayford |
Executive Chairman 28 May 2012 | Finance Director
|
Independent Review Report
Independent Review Report to Brewin Dolphin Holdings PLC
We have been engaged by the company to review the condensed set of financial statements in the half-yearly financial report for the 26 week period ended 31 March 2012 which the condensed consolidated income statement, the condensed consolidated statement of comprehensive income, the condensed consolidated statement of changes in equity, the condensed consolidated balance sheet, the condensed consolidated cash flow statement and related notes 1 to 18. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.
This report is made solely to the company in accordance with International Standard on Review Engagements (UK and Ireland) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board. Our work has been undertaken so that we might state to the company those matters we are required to state to it in an independent review report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company, for our review work, for this report, or for the conclusions we have formed.
Directors' responsibilities
The half-yearly financial report is the responsibility of, and has been approved by the directors. The directors are responsible for preparing the half-yearly financial report in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Services Authority.
As disclosed in note 2, the annual financial statements of the company are prepared in accordance with IFRSs as adopted by the European Union. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with International Accounting Standard 34, "Interim Financial Reporting," as adopted by the European Union.
Our responsibility
Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review.
Scope of Review
We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the 26 week period ended 31 March 2012 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosure and Transparency Rules of the United Kingdom's Financial Services Authority.
Deloitte LLP
Chartered Accountants and Statutory Auditor
London, United Kingdom
28 May 2012
Related Shares:
BRW.L