------------------------------------------------------ ----------- -----------
Basic net assets per share 356.8p 336.7p
------------------------------------------------------ ----------- -----------
Basic tangible net assets per share 304.1p 288.7p
------------------------------------------------------ ----------- -----------
Note: The calculation of Tangible net assets was amended in 2014
to incorporate an adjustment for Non-controlling interests included
in the Equity attributable to owners of the Parent Company.
18. Subsidiaries and associates
a) Principal subsidiaries
The principal subsidiaries at 31 December 2014 which are
consolidated in these financial statements are detailed below.
Unless otherwise stated, the Group owns 100% of ordinary share
capital and voting rights in these entities:
Subsidiaries Principal activity Registered in
Allied Cedar Insurance
Group Limited Intermediate holding company England and Wales
Amlin AG Reinsurance company Switzerland
Amlin Bermuda Holdings
Limited Finance company Bermuda
Amlin Corporate Member
Limited Corporate member at Lloyd's England and Wales
Amlin Corporate Services Group service, employing and intermediate
Limited holding company England and Wales
Amlin Europe N.V.(1) Insurance company The Netherlands
Amlin Insurance (UK) Limited Insurance company England and Wales
Amlin (Overseas Holdings)
Limited Intermediate holding company England and Wales
Amlin Plus Limited(2) Lloyd's coverholder England and Wales
Amlin Singapore Pte Limited Lloyd's service company Singapore
Amlin Underwriting Limited Lloyd's managing agency England and Wales
Amlin Underwriting Services
Limited Lloyd's coverholder England and Wales
AUA Insolvency Risk Services
Limited Regulated broker England and Wales
JR Clare Underwriting
Agencies Limited Lloyd's coverholder England and Wales
Lead Yacht Underwriters
Limited Lloyd's coverholder England and Wales
Leadenhall Capital Partners
LLP(3) Investment adviser and fund manager England and Wales
RaetsMarine Insurance
B.V. Broker The Netherlands
---------------------------- ----------------------------------------- -----------------
Note:
1. Pursuant to a merger agreement dated 27 March 2014, all the
assets and liabilities of Amlin France Holdings SAS were
transferred to Amlin France SAS. Following this merger, Amlin
France SAS was wound up without liquidation effective 04 December
2014 and all its business operations and employees transferred into
Amlin Europe NV
where it now operates as the French branch of Amlin Europe
N.V.
2. The non-controlling interest in Amlin Plus Limited (40%) was
acquired by the Group on 20 May 2014.
3. Amlin Group has a 75% share in Leadenhall Capital Partners
LLP, effective from 23 October 2014, see note 3(a) for more
details.
Some subsidiaries have been omitted from this statement to avoid
providing particulars of excessive length but none materially
affects the results or net assets of the Group.
b) Investments in associates
The Group owns interests in two associates: Miles Smith Holdings
Limited and Manchester Underwriting Management Limited. The
aggregate amount of the Group's share of profit after tax from
investments in associates during the year is as follows:
2014 2013
GBPm GBPm
Share of profit after tax of associates(1) 3.7 3.9
------------------------------------------- ----- -----
Total comprehensive income 3.7 3.9
------------------------------------------- ----- -----
Investment in associates(2) 7.0 12.5
------------------------------------------- ----- -----
Total assets 7.0 12.5
------------------------------------------- ----- -----
Notes:
1. Includes the Group's share of profit from its investment in
Leadenhall Capital Partners LLP of GBP3.4 million (2013: GBP3.6
million) prior to the Group acquiring a controlling
interest.
2. Includes the Group's equity accounted investment in
Leadenhall Capital Partners LLP of GBPnil (2013: GBP5.7 million)
prior to the Group acquiring a controlling interest.
At 31 December 2014, the Group had an aggregate balance
receivable from associates, excluding loans as detailed below, of
GBP4.2 million (2013: GBP6.4 million). No amounts were provided for
doubtful recovery of outstanding balances and no expense was
recognised during the year in respect of bad or doubtful debts due
from associates.
The Group's loan to Miles Smith Holdings Limited of GBP0.2
million was settled during the year (2013: GBP0.2 million).
Convertible loan stock of GBP0.7 million (2013: GBP0.7 million) has
been issued by the associate to the Group. The conversion date is
31 December 2015. Interest on the convertible loan stock is accrued
at 5.0% over five-year gilts.
The Group has a loan to Manchester Underwriting Management
Limited of GBP2.2 million (2013: GBP2.7 million). The loan is
repayable in full on dates between 1 January 2015 and 21 November
2018. Interest is charged at rates between 5.0% and 5.5% above the
Bank of England base rate.
c) Interests in unconsolidated structured entities
As per note 12(b), the Group holds financial investments in
certain pooled vehicles which are typically sub-funds of umbrella
structures. These sub-funds meet the definition of structured
entities under IFRS 10 as voting and similar rights are not the
dominant factor in determining who controls the entity. Decision
making at the sub-fund level is typically restricted to
administrative tasks only, and instead it is the voting rights at
the umbrella level which determines the control of the
sub-funds.
The investments which meet the definition of structured entities
are the Group's investments in pooled vehicles - liquidity funds
and pooled vehicles - bonds and LIBOR plus funds, as listed in note
12(g). The funds under management with each of the fund managers in
these pooled vehicles are also included within the same note. These
amounts are recorded within financial assets on the Group's
consolidated statement of financial position.
The maximum exposure to loss from the Group's interests in
unconsolidated structured entities is 100% of the funds invested in
those entities, should the fair value of the assets held
deteriorate to nil.
The Group has provided no financial or other support to any
unconsolidated structured entities in the period outside of
transactions in the ordinary course of investment management, and
has no current intentions to do so.
d) Subsidiaries exempt from statutory audit
The subsidiaries at 31 December 2014 which are consolidated in
these financial statements but are exempt from statutory audit are
detailed below. The Group owns 100% of ordinary share capital and
voting rights in these entities:
Subsidiaries Principal activity Status Registered in
========================== ======================= ======= ========================
Amlin Netherlands Holdings Intermediate holding Active The Netherlands
BV company
Amlin Reinsurance Managers Reinsurance company Active United States of America
Inc.
Haven Knox-Johnston Lloyd's service company Dormant England and Wales
Limited
Just Law Limited Service company Dormant England and Wales
St Margaret's Insurance Intermediate holding Dormant England and Wales
Services Limited company
Summit Insurance Group Insurance company Dormant England and Wales
========================== ======================= ======= ========================
19. Contingent liabilities
Aside from the escrow account entered into with the Trustee of
the Lloyd's Superannuation Fund defined benefit pension scheme, as
described in note 16(a), and the contingent consideration relating
to the acquisition of Leadenhall Capital Partners LLP, as described
in note 3(a), the Group has no material contingent liabilities at
31 December 2014 (2013: GBPnil).
20. Commitments
a) Capital commitments
The Group has agreed to redeem the US$50.0 million subordinated
debt in March 2015 as described in note 12(e). In addition to the
commitments made to RaetsMarine Insurance B.V. below and to
Leadenhall Capital Partners LLP as described in note 3(a), the
Group has made a contractual commitment for the construction of a
new office building (Victoria Road, Chelmsford) at 31 December 2014
of GBP3.6 million (2013: GBP13.5 million).
The Group has also made commitments to subscribe to property
funds at 31 December 2014 of GBP68.6 million (2013: GBP41.5
million) in the normal course of investment activities.
b) Operating lease commitments
The Group leases various offices under operating lease
agreements. The Group is required to give notice for the
termination of these agreements. The lease expenditure charged to
the consolidated statement of profit or loss during the year is
GBP9.9 million (2013: GBP9.6 million), as disclosed in note
7(g).
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