TIDMJLT
RNS Number : 2315U
Jardine Lloyd Thompson Group PLC
28 July 2015
28th July 2015
Jardine Lloyd Thompson Group plc
Unaudited Interim Results for the six months ended 30th June
2015
Jardine Lloyd Thompson Group plc ("JLT" or "the Group")
announces interim results for the six months ended 30th June
2015.
Financial Highlights
-- Total revenue up 6% to GBP591.6m
-- Organic revenue growth of 2%
-- Reported PBT increased 3% to GBP101.5m
-- Underlying PBT decreased by 10% to GBP96.3m, impacted by cost of US investment
-- Reported diluted EPS up 11% to 33.6p
-- Underlying diluted EPS down 10% to 30.2p
-- Underlying profit margin decreased to 17.3% from 19.7%, impacted by cost of US investment
-- Increased interim dividend of 11.1p up 4.7%
Operational and Strategic Highlights
-- Organic revenue growth in the period of 2%, lower than recent years as a result of:
o Shift in phasing of revenues and trading profit between the two halves of the year
o Reduction in commission payments within UK Employee Benefits
o Ongoing challenging rating environment
-- Full year organic revenue growth anticipated to be in line with previous year
-- Encouraging progress with build-out of US Specialty business
-- Acquired 5 new businesses and continued to invest in talent -
530 new colleagues joined the Group in the period
-- Disposed of stake in Siaci St Honoré for GBP80.2m
Dominic Burke, Chief Executive, commented:
We are pleased with the Group's underlying growth momentum and
with the strong progress we are making in building out our US
Specialty operations, creating a powerful platform for future
growth for the whole Group. As anticipated, however, the cost of
the US expansion is weighing against our short-term profitability.
A one-off structural shift away from commissions within the UK
employee benefits market is having an impact on our UK Employee
Benefits margin and the Group's profit for the year.
We remain confident that our full year organic revenue growth
will be in line with the previous year. As we look forward, the
business is well-positioned to deliver sustainable earnings
growth.
Enquiries:
Jardine Lloyd Thompson
Dominic Burke, Chief Executive Group plc 020 7528 4948
Mike Reynolds, Finance Director 020 7528 4375
Paul Dransfield, Corporate
Communications 020 7528 4933
Tom Burns Brunswick Group LLP 020 7404 5959
Dania Saidam
A presentation to investors and analysts will take place at
9.00am today at The St Botolph Building, 138 Houndsditch, London,
EC3A 7AW. A live webcast of the presentation can be viewed on the
Group's website www.jlt.com.
FULL RELEASE FOLLOWS
_____________________________________________________________________________________
INTERIM STATEMENT
The 2015 interim results are summarised in the tables below:
JLT delivered a good first half, with strong underlying growth
momentum, good progress with the build-out of our US Specialty
business and continued investment to drive long-term growth.
6 months ended 30th June 2015
GBPm Total Revenue Trading Profit Trading Margin
----------------------------------- ------------------------- ----------------------
2015 Growth CRE Organic 2015 CRE 2014 2015 CRE 2014
-------- -------- ---- --------- ------- ------- ------- ------ ------ ------
Risk &
Insurance 447.4 4% 4% 2% 91.1 91.3 94.9 20% 20% 22%
Employee
Benefits 144.2 11% 10% - 22.6 21.2 26.0 16% 15% 20%
Central
Costs - - - - (11.3) (11.4) (10.4) - - -
591.6 6% 6% 2% 102.4 101.1 110.5 17.3% 17.1% 19.7%
-------- -------- ---- --------- ------- ------- ------- ------ ------ ------
GBPm 2015 2014
------- ------- -------
Underlying trading profit 102.4 110.5
Share of associates 5.8 7.2
Net finance costs (11.9) (10.3)
------- -------
Underlying profit before taxation 96.3 107.4
Exceptional items 5.2 (9.0)
------- -------
Profit before taxation 101.5 98.4
Underlying tax expense (26.0) (26.8)
Tax on exceptional items 2.3 1.6
Non-controlling interests (3.9) (6.6)
------- -------
Profit after taxation and non-controlling
interests 73.9 66.6
------- -------
Underlying profit after taxation
and
non-controlling interests 66.4 74.0
------- -------
Diluted earnings per share 33.6p 30.3p
Underlying diluted earnings
per share 30.2p 33.6p
Notes:
-- CRE: Constant rates of exchange.
-- Organic growth is based on total revenue excluding the effect
of currency, acquisitions, disposals and investment income.
-- Total revenue comprises fees, commissions and investment income.
-- Underlying results exclude exceptional items.
Total revenue increased by 6% to GBP591.6 million, with organic
revenue growth of 2% in the period. Total revenue and underlying
trading profit include investment income on fiduciary funds of
GBP1.6 million (2014: GBP1.6 million).
Organic revenue growth during the period was lower than during
the same period in recent years as a result of a number of factors.
Firstly, the anticipated shift in the phasing of revenues and
trading profit between the two halves of the year, which impacted
organic revenue growth by approximately 2% in the first half.
Secondly, the acceleration of the ending of commission payments in
our UK Employee Benefits business which, while only affecting a
small part of the Group's business, had a 1% impact on our overall
organic revenue growth. Thirdly, the insurance and reinsurance
rating environment which continued to be challenging.
For the full year, JLT remains confident that its organic
revenue growth will be in line with that achieved in the previous
year, with good performances expected from JLT Specialty,
Australasia, the United States and Latin America.
Underlying trading profit decreased by 7% to GBP102.4 million, a
decrease of 9% at constant rates of exchange (CRE), and the
underlying trading margin decreased from 19.7% to 17.3%, in line
with the Group's expectations.
This reduction in the underlying trading profit and trading
margin in part reflects the GBP12.6 million net cost of the Group's
build-out of its US Specialty business. Excluding the net new
investment made in the US, the Group's trading profit would have
increased by 3% to GBP114.1 million and its trading margin would
have been 19.5% (2014: 19.7%).
The reductions in trading profit and the trading margin also
reflect the expectation that trading profits will move towards
becoming more evenly distributed across the two halves of the year
compared with 2014, when 56% of that year's trading profit was
generated in the first half of the year.
This anticipated shift in phasing, which the Group highlighted
at the time of its preliminary results in March 2015, is a result
of a combination of factors, including the timing of acquisitions;
the Group's changing business mix; the impact of investment in the
US; and the phasing of a number of significant accounts,
particularly in JLT Specialty, JLT Re and JLT Australia.
The Group's reported profit before tax increased 3% to GBP101.5
million, reflecting both the impact of exceptional costs relating
to acquisitions and their integration, and the restructuring costs
associated with the merger of JLT Specialty and Lloyd &
Partners, which were more than offset by the exceptional gain on
the disposal of the Group's shareholding in Siaci St Honoré.
Underlying profit before tax reduced by 10% to GBP96.3 million.
The tax charge was GBP23.7 million, or GBP26.0 million on an
underlying basis. The underlying effective tax rate for the first
half of 2015 was 27%, compared with 25% for the same period in
2014.
Profit after tax and non-controlling interests increased 11% to
GBP73.9 million. Underlying profit after tax and non-controlling
interests decreased by 10% to GBP66.4 million.
Reported diluted earnings per share increased by 11% to 33.6p,
while underlying diluted earnings per share decreased by 10% to
30.2p.
DIVIDENDS
The Board has declared an increased interim dividend of 11.1p
per share, up from 10.6p per share, which will be paid on 1st
October 2015 to shareholders on the register at 4th September
2015.
OPERATIONAL REVIEW
The Group operates in two principal areas: Risk & Insurance
and Employee Benefits.
Risk & Insurance
6 months ended 30th June 2015
GBPm Total Revenue Trading Profit Trading Margin
-------------------------------- ------------------------ --------------------
2015 Growth CRE Organic 2015 CRE 2014 2015 CRE 2014
------ ------- ----- -------- ------- ------- ------ ----- ----- ------
JLT Specialty 138.8 5% 5% 1% 24.1 24.1 22.3 17% 17% 17%
JLT Re 117.9 5% 1% 1% 40.0 38.1 34.2 34% 34% 30%
JLT Australia
and NZ 61.1 (5%) 1% 1% 20.6 22.1 22.6 34% 34% 35%
JLT Asia 40.1 5% (1%) (1%) 8.0 7.3 7.0 20% 19% 18%
JLT Latin
America 28.4 8% 18% 18% 6.7 7.1 6.8 24% 23% 26%
JLT Insurance
Services 25.0 (8%) (9%) (9%) 1.6 1.6 3.0 6% 6% 11%
JLT Europe,
Middle East
and Africa 14.2 18% 24% 24% 1.9 2.0 1.2 13% 14% 10%
JLT Canada 10.5 5% 7% 10% 0.9 0.7 (1.6) 8% 7% (16%)
JLT USA 7.5 203% 178% 93% (12.6) (11.6) (0.8) - - (31%)
JLT Insurance
Management 3.9 7% (1%) (1%) (0.1) (0.1) 0.2 (2%) (2%) 6%
447.4 4% 4% 2% 91.1 91.3 94.9 20% 20% 22%
------ ------- ----- -------- ------- ------- ------ ----- ----- ------
JLT Specialty generated revenues of GBP138.8 million in the
period and organic revenue growth of 1%. Trading profit increased
to GBP24.1 million, an uplift of 8%, with the trading margin
unchanged at 17%.
The reported organic growth of 1% reflects the anticipated
movement of certain existing accounts into the second half of the
year. Without this movement of business, organic growth of 4% would
have been delivered in the period.
This is a good performance in difficult market conditions, where
a weak rating environment, combined with other external factors,
has created further headwinds in some areas. This has affected the
energy markets in particular, where low oil prices have caused the
delay or cancellation of new capital projects and triggered renewed
industry consolidation in the oil and gas sector.
Despite this, the business has continued to move forward,
demonstrating the strategic logic of combining JLT Specialty with
Lloyd & Partners to create a market-leading Specialty-focused
business. The integration of the two businesses is progressing
smoothly. The business's performance also underlines the strength
and robustness of the Group's wholesale relationships with its
independent broker clients.
The integration of Hayward Aviation has gone well and the Group
sees strong growth opportunities in the General Aviation segment,
both in the UK and around the world, in the years ahead as it
combines Hayward Aviation's market-leading skills with the
distribution strength of JLT's global retail operations.
Given the current pipeline of new business, the Group
anticipates organic growth for the full year to be broadly in line
with that of the previous year.
JLT Re generated revenue of GBP117.9 million for the first half
of the year, an increase of 5% on the same period in 2014 on a
reported basis, with organic revenue growth of 1%. Organic growth
was negatively impacted by 2% due to the renewal dates on two large
accounts moving to the second half of the year, the largest of
which renewed on 1st July. Trading profit increased 17% to GBP40.0
million and the trading margin improved to 34% from 30%.
This performance was pleasing when set against the continued
steep decline in the reinsurance rating environment experienced in
the first half of the year, with rates typically falling by between
10% and 15% across many classes of business. The business also had
to contend with further rate reductions at the time of the 1st June
renewals, although the level of the reductions was lower than that
seen at the beginning of the year.
JLT Re continues to win many new clients and to be successful in
attracting leading talent from across the industry, particularly in
the United States. The business sees clear opportunities to build
on its strong positions in its US Regional, Public Sector and
Natural Catastrophe practices. JLT Re is strongly positioned to
take advantage of its strategic positioning and stable platform. We
are also expanding our Chinese reinsurance capabilities and we will
continue to invest in our London Specialty offering.
These factors, together with the strong new business pipeline,
give the Group confidence that this business will demonstrate good
positive year-on-year organic revenue growth.
As in prior years, the Group would expect the trading profit and
the trading margin to normalise for the full year, but JLT remains
confident that the business is on track to deliver a 20% trading
margin by the end of 2016.
JLT Australia and New Zealand delivered revenue of GBP61.1
million during the period, an increase of 1% on a CRE basis from
the first half of the previous year, with organic revenue growth of
1%. As anticipated, the level of organic growth in the first half
of the year was lowered by the movement of some existing revenues
into the second half of the year. Absent this factor, organic
revenue growth would have been 4%.
Reported revenue reduced by 5%, when compared with the first
half of 2014, as a consequence of the fall in value of the
Australian dollar against sterling.
The business has delivered good growth in its Construction,
Corporate Risk and Local Government operations, and secured a
number of notable new business wins in the period. Investment in
building out the team continues, with the business taking advantage
of its strong momentum and attractive people proposition to recruit
leading industry talent across its core Specialisms.
This business remains well-positioned to grow successfully in
the second half and, based on its pipeline of activity, the Group
is confident that it will deliver a good level of organic revenue
growth for the year as a whole.
JLT Asia grew revenue by 5% during the period to GBP40.1
million, although, on a CRE basis, revenue declined by 1% when
compared with the same period last year. This reflected the
challenging trading conditions due to a marked influx of new
capacity that has affected the rating environment in this
region.
Trading profit increased by 15% to GBP8.0 million and the
trading margin increased to 20% from 18%. This improvement reflects
the benefits of the Group's Business Transformation Programme.
During the period, the business recruited senior leadership
teams in both Singapore and China. It now plans to make significant
investments in broadening its geographic presence and Specialty
offering in China.
JLT Latin America delivered an 8% increase in revenue to GBP28.4
million, an increase of 18% at CRE, with organic growth of 18%.
Trading profit was virtually unchanged from the prior period, with
the trading margin declining to 24% from 26% from the same period
last year. This reflects the previously-advised acceleration in the
investment in the region in terms of recruitment; expanding
affinity operations across Peru, Colombia and Brazil; and growing
the Latin American office network. For example, in Brazil, JLT has
increased from four offices three years ago to ten offices
today.
The Group remains confident in this business's continued growth
prospects over both the short and the longer term.
JLT USA generated revenue of US$11.4 million (GBP7.5 million)
during the period and a net trading loss of US$19.4 million
(GBP12.6 million), in line with the Group's expectations as we
continue to invest in the build-out of our US Specialty operations
following its launch in August 2014.
The business continues to progress well. The JLT Specialty USA
team is now nearing 150 people, with 12 offices established across
the US.
JLT is creating real depth to its US Specialty capabilities,
with strong leaders appointed to all of the key Specialty areas,
which now also include Construction and Entertainment, further
broadening the business's offering beyond its positions in
Aviation, Energy, Technology, Cyber, Directors & Officers and
Credit, Political & Security.
Our people are investing a significant amount of their time in
building the business's platform, brand, sales and marketing
capabilities, and developing new client relationships and
opportunities. This is creating strong sales momentum and a large
and growing pipeline of new business opportunities. This will be
supplemented significantly as and when our new colleagues are free
of their contractual restrictions to their previous employers.
Employee Benefits
6 months ended 30th June 2015
GBPm Total Revenue Trading Profit Trading Margin
--------------------------------- ---------------------- ----------------------
2015 Growth CRE Organic 2015 CRE 2014 2015 CRE 2014
------ ------- ------ -------- ------ ------ ------ ------ ------ ------
UK & Ireland 85.0 - - (8%) 7.1 7.1 12.3 8% 8% 14%
Asia 40.1 31% 21% 19% 14.0 12.3 11.1 35% 33% 36%
Latin America 9.1 (2%) 11% 5% 1.7 2.0 2.6 19% 19% 28%
Australia
and NZ 8.4 172% 191% 20% 0.5 0.5 0.3 5% 5% 10%
Europe,
Middle East
and Africa 0.9 21% 24% 24% (0.6) (0.6) (0.1) (68%) (68%) (16%)
Canada 0.7 (17%) (14%) (14%) (0.1) (0.1) (0.2) (16%) (16%) (22%)
144.2 11% 10% - 22.6 21.2 26.0 16% 15% 20%
------ ------- ------ -------- ------ ------ ------ ------ ------ ------
UK & Ireland Employee Benefits reported revenue of GBP85.0
million during the period, unchanged from the corresponding period
last year. On an organic basis, revenues decreased by 8% and
trading profit reduced to GBP7.1 million, with the trading margin
falling to 8% from 14%.
Under the Retail Distribution Review, all commission payments to
intermediaries must cease by the end of 2016, creating a one-off
structural change in this part of the industry. However, our
business has increasingly seen insurers opportunistically choosing
to end commission payments in advance of this deadline.
JLT has been moving its clients to a more sustainable fee-based
remuneration structure. The business is about halfway through this
process, with the balance expected to move across over the next 12
months.
The effect of this structural change has been to reduce first
half revenues by GBP5.3 million, which in turn lowered the Group's
overall organic revenue growth in the period by 1%.
While the Group expects to see the UK Employee Benefits business
deliver some revenue growth in 2015, the impact of this industry
change will be to reduce the business's full year trading margin to
around 17% compared with 20% in 2014.
The Group remains confident about the future of the broader
Employee Benefits business. We see further opportunities in the
large pensions administration sector, where we are one of the
leading players. Furthermore, with BenPal now managing one million
Defined Contribution pension scheme members, the Group sees this
technology supporting the client benefit programmes of the future.
In addition, further government policy and legislative change is
creating, and will continue to create, demand from clients for
advice and new solutions. Finally, JLT's investment platform, which
now has GBP4 billion in assets under management, is well-placed to
meet growing client demand for implemented consulting.
For these reasons, JLT would expect that organic revenue growth
for its overall UK Employee Benefits business will return to
historic levels in 2016, but that the trading margin will remain
around the 17% level, reflecting the one-off structural change in
the industry.
Asia Employee Benefits achieved strong revenue growth of 31% to
GBP40.1 million, an increase of 21% at CRE, with an impressive
organic revenue growth of 19%. The acquisition in China of
Essential Healthcare, which extends JLT's offering in health and
wellness consulting, was completed in January.
Latin America Employee Benefits delivered an 11% increase in
revenues at CRE, with organic revenue growth of 5%. Revenue was
virtually unchanged at GBP9.1 million on a reported basis, with the
trading margin reducing to 19% compared with 28% for the
corresponding period in 2014. Following the acquisition of SCK, JLT
has invested heavily in its Employee Benefits business across the
region in the first half, with capabilities now in place in many of
its ten offices across Brazil.
Australia and New Zealand Employee Benefits businesses are also
progressing well, with organic revenue growth of 20%. The
acquisitions of Recovre and Alpha, rehabilitation service
providers, are set to drive strong revenue growth over the years
ahead and will provide an increasing contribution in the second
half of this year. This is a rapidly expanding sector in Australia
and New Zealand, as clients seek an integrated occupational health
and return-to-work service that assists them in managing the rising
cost of mandatory worker's compensation and discretionary
benefits.
ASSOCIATES
6 months ended 30th June 2015
GBPm Contribution After
Tax
---------------------------
2015 CRE 2014 Growth
----- ---- ----- -------
Share of associates 5.8 6.4 7.2 (20%)
----- ---- ----- -------
The contribution from the Group's Associates has reduced by 20%
compared with the same period in 2014, mainly as a result of the
sale of JLT's stake in Siaci Saint Honoré. The transaction
completed on 6th May 2015.
JLT's other European Associates have performed in line with the
Group's expectations, which anticipated further headwinds from the
general insurance rating environment and the growth and stability
challenges facing the Eurozone.
EXCEPTIONAL ITEMS
The disposal of the Group's share in its French associate, Siaci
St Honoré, for GBP80.2 million generated an exceptional gain of
GBP18.5 million during the period. This is less than indicated in
March 2015 due to the weakening of the euro against sterling.
During the period, the Group incurred acquisition and
integration costs of GBP6.8 million. Acquisition and integration
costs for the full year are now expected to be GBP13 million. This
includes the final elements of the integration expenditure relating
to the reinsurance acquisition; the integration of Ensign Pensions
Administration; and costs relating to the integrations of Hayward
Aviation, which was acquired at the end of 2014, and Recovre, Alpha
and Liberty Asset Management acquired in 2015.
The Group incurred GBP6.7 million of restructuring costs during
the period arising from the merger of JLT Specialty and Lloyd &
Partners. The Group expects to incur a total of approximately GBP9
million of exceptional costs in respect of this restructuring for
the full year.
Total exceptional costs are anticipated to be GBP24 million for
2015, which will be largely offset by the exceptional gain of
GBP18.5 million from the sale of the Group's stake in Siaci St
Honoré.
OPERATING COSTS
During the period, the Group's underlying operating cost ratio
increased by 240 basis points to 82.7% of total revenues. This was
mainly driven by a 220 basis point increase as a result of the
investment in the US Specialty business.
The Group has continued to recruit, with staff numbers rising by
530 during the period, with more than half coming from
acquisitions. This expansion is reflected in the increase in staff
costs as a percentage of revenue - an increase of 280 basis points
compared with the first half of 2014.
The Group remains focused on cost discipline. At the time of the
2014 preliminary results in March 2015, the Group stated that it
expected the investment in the US Specialty business to negatively
impact the full year 2015 trading margin by approximately 200 basis
points.
CASH FLOW AND BALANCE SHEET
Net debt of GBP457 million compares with GBP436 million at 30th
June 2014, an increase of GBP21 million. In broad terms, this
increase represents the cash flows resulting from the Group's
acquisitions over the last 12 months - in particular, Hayward
Aviation and Recovre - together with the re-translation of $500
million of private placement loan notes, the impact of which is
hedged on the balance sheet, largely offset by the GBP80.2 million
proceeds from the disposal of the Group's investment in Siaci St
Honoré.
The impact of the acquisition spend and the disposal proceeds
can be seen in the increase in the Group's goodwill and the
reduction in associates.
In February 2015, JLT completed the renewal of its core
revolving credit facility with a new 5-year unsecured committed
facility of GBP450 million. The Group now has medium and long-term
debt facilities equivalent to approximately GBP890 million. The
proceeds of the sale of the Group's stake in Siaci St Honoré has
been used to repay borrowings drawn under the Group's revolving
credit facility, further increasing the available headroom, which
is now in excess of GBP300 million.
The net debt to EBITDA ratio at the end of June 2015 was just
under 2:1, which remains comfortably within JLT's debt facilities
covenants.
The Group will continue to invest in the business in line with
its strategy and JLT remains of the view that future cash flows,
together with EBITDA growth, will mean that the Group's net debt to
EBITDA ratio will reduce over time.
FOREIGN EXCHANGE
The Group's major currency transaction exposure arises in those
businesses that earn US dollar-denominated revenue, but which have
a sterling cost base. The Group continues to operate a US dollar
hedging programme to smooth the volatility caused by exchange rate
movements.
As at 30th June 2015, some 70% of these anticipated dollar
revenues for 2015 earned in the UK (approximately US$360 million)
are hedged at an average rate of US$1.55. For 2016, some 50% of
expected dollar revenues are hedged at an average rate of US$1.56
and some 20% are hedged for 2017 at an average rate of US$1.54.
As a guide, each one cent movement in the achieved rate
currently translates to a change of approximately GBP1.5 million in
revenue and a corresponding impact on trading profit equal to
approximately 65% of the revenue change. Based on current hedging
levels in 2015, it would take a movement of around 3 cents in the
spot rate to generate a 1 cent movement in the achieved rate.
In addition to the transactional foreign exchange exposure,
which is managed through the Group's hedging programmes, JLT is
also exposed to translational foreign exchange movements in
overseas earnings which are not hedged. Given the relative size and
profitability of the Group's Australian business, the most material
such exposure is to the Australian dollar which continues to be
weak versus sterling.
BOARD AND SENIOR MANAGEMENT DEVELOPMENTS
As announced on 27th May 2015, Charlie Rozes will join JLT on
1st September 2015 and will be appointed Group Finance Director,
succeeding Mike Reynolds. Charlie will join the JLT Board as an
Executive Director and will also be a member of the Group Executive
Committee.
Mike Reynolds, who was appointed Global CEO of JLT Re in August
2014, will step down from the Board on 1st September, but will
remain a member of the Group Executive Committee. Ed Hochberg has
been appointed as CEO of JLT Re in North America.
Further to the announcement in January 2015 regarding management
changes within the Group's UK Employee Benefits and Asia
businesses, Duncan Howorth has taken up the position of CEO of
JLT's UK Employee Benefits business, as well as continuing in his
role as the International Chairman of Employee Benefits. Dominic
Samengo-Turner has taken up the position of CEO of JLT Asia, with
Warren Downey having been appointed as Deputy CEO of Asia.
OUTLOOK
We are pleased with the Group's underlying growth momentum and
with the strong progress we are making in building out our US
Specialty operations, creating a powerful platform for future
growth for the whole Group. As anticipated, however, the cost of
the US expansion is weighing against our short-term profitability.
A one-off structural shift away from commissions within the UK
employee benefits market is having an impact on our UK Employee
Benefits margin and the Group's profit for the year.
We remain confident that our full year organic revenue growth
will be in line with the previous year. As we look forward, the
business remains well-positioned to deliver sustainable earnings
growth.
Results follow
Jardine Lloyd Thompson Group plc
Consolidated Income Statement
Unaudited Interim Results for the six months ended 30th June
2015
6 months 6 months
ended 30th ended 30th
June June
Notes 2015 2014
GBP'000 GBP'000
------------ ------------
Fees and commissions 3 590,052 558,045
Investment income 3 1,558 1,590
------------ ------------
Total revenue 3 591,610 559,635
Salaries and associated expenses (363,386) (324,375)
Premises (30,828) (29,825)
Other operating costs (74,330) (90,250)
Depreciation, amortisation and impairment
charges 4 (15,452) (13,768)
------------ ------------
Operating profit 2,3,4 107,614 101,417
------------ ------------
Analysed as:
Operating profit before exceptional
items 2,3 102,400 110,499
Acquisition and integration costs 4 (6,834) (6,320)
Restructuring costs 4 (6,664) -
Profit on sale of associate 4 18,542 -
Business Transformation Programme 4 - (2,762)
Other exceptional items 4 170 -
------------ ------------
Operating profit 2,3,4 107,614 101,417
------------ ------------
Finance costs (12,568) (10,936)
Finance income 703 703
------------ ------------
Finance costs - net (11,865) (10,233)
Share of results of associates 5,720 7,173
------------ ------------
Profit before taxation 2,3 101,469 98,357
Income tax expense 5 (23,730) (25,160)
------------ ------------
Profit for the period 77,739 73,197
------------ ------------
Profit attributable to:
Owners of the parent 3 73,890 66,621
Non-controlling interests 3,849 6,576
------------ ------------
77,739 73,197
------------ ------------
Earnings per share attributable to
the owners of the parent during the
period (expressed in pence per share) 6
Basic earnings per share 33.7p 30.3p
Diluted earnings per share 33.6p 30.3p
The notes on pages 18 to 43 form an integral part of these
condensed consolidated interim financial statements.
Jardine Lloyd Thompson Group plc
Consolidated Statement of Comprehensive Income
Unaudited Interim Results for the six months ended 30th June
2015
6 months 6 months
ended 30th ended 30th
June June
Notes 2015 2014
GBP'000 GBP'000
------------ ------------
Profit for the period 77,739 73,197
------------ ------------
Other comprehensive income/(expense)
Items that will not be reclassified
to profit or loss
------------ ------------
Remeasurement of post employment benefit
obligations 22 23,389 (16,666)
Taxation thereon (3,562) 3,178
------------ ------------
Total items that will not be reclassified
to profit or loss 19,827 (13,488)
Items that may be reclassified subsequently
to profit or loss
Fair value gains/(losses) net of tax
------------ ------------
* available-for-sale 72 10
* cash flow hedges 4,616 5,084
Currency translation differences (22,165) (9,906)
------------ ------------
Total items that may be reclassified
subsequently to profit or loss (17,477) (4,812)
------------ ------------
Other comprehensive income/(expense)
net of tax 2,350 (18,300)
------------ ------------
Total comprehensive income for the
period 80,089 54,897
------------ ------------
Attributable to:
Owners of the parent 77,285 48,900
Non-controlling interests 2,804 5,997
------------ ------------
80,089 54,897
------------ ------------
The notes on pages 18 to 43 form an integral part of these
condensed consolidated interim financial statements.
Jardine Lloyd Thompson Group plc
Consolidated Balance Sheet
Unaudited Interim Results as at 30th June 2015
As at As at As at
30th June 30th June 31st December
Notes 2015 2014 2014
GBP'000 GBP'000 GBP'000
------------ ------------ ---------------
NET OPERATING ASSETS
Non-current assets
Goodwill 8 481,231 438,188 475,697
Other intangible assets 99,996 84,822 86,495
Property, plant and equipment 60,505 60,002 61,405
Investments in associates 39,820 103,235 100,650
Available-for-sale financial
assets 9,14 13,384 15,039 9,004
Derivative financial instruments 10,14 16,324 19,098 18,514
Retirement benefit surpluses 22 559 782 572
Deferred tax assets 55,747 47,110 64,818
------------ ------------ ---------------
767,566 768,276 817,155
------------ ------------ ---------------
Current assets
Trade and other receivables 11 538,269 485,442 493,647
Derivative financial instruments 10,14 5,446 10,513 3,101
Available-for-sale financial
assets 9,14 172 1,331 5,384
Current tax assets - 111 -
Cash and cash equivalents 12,14 938,248 838,170 871,246
------------ ------------ ---------------
1,482,135 1,335,567 1,373,378
------------ ------------ ---------------
Current liabilities
Borrowings 14,15 (24,639) (22,443) (168,586)
Trade and other payables 13 (1,093,938) (971,037) (1,037,544)
Derivative financial instruments 10,14 (1,384) (1,769) (2,491)
Current tax liabilities (8,304) - (8,743)
Provisions for liabilities
and charges 16 (5,501) (7,369) (7,588)
------------ ------------ ---------------
(1,133,766) (1,002,618) (1,224,952)
------------ ------------ ---------------
Net current assets 348,369 332,949 148,426
------------ ------------ ---------------
Non-current liabilities
Borrowings 14,15 (581,704) (532,554) (443,651)
Derivative financial instruments 10,14 (33,156) (32,696) (15,859)
Deferred tax liabilities (18,908) (14,293) (16,687)
Retirement benefit obligations 22 (158,523) (149,312) (179,607)
Provisions for liabilities
and charges 16 (1,348) (4,779) (3,225)
------------ ------------ ---------------
(793,639) (733,634) (659,029)
------------ ------------ ---------------
322,296 367,591 306,552
------------ ------------ ---------------
TOTAL EQUITY
Capital and reserves attributable
to the owners of the parent
Ordinary shares 11,008 11,005 11,006
Share premium 17 104,063 103,870 103,941
Fair value and hedging
reserves 17 4,454 22,318 (234)
Exchange reserves 17 (26,153) (11,326) (5,033)
Retained earnings 211,865 219,993 178,932
------------ ------------ ---------------
Shareholders' equity 305,237 345,860 288,612
Non-controlling interests 17,059 21,731 17,940
------------ ------------ ---------------
322,296 367,591 306,552
------------ ------------ ---------------
The notes on pages 18 to 43 form an integral part of these
condensed consolidated interim financial statements.
Jardine Lloyd Thompson Group plc
Consolidated Statement of Changes in Equity
Unaudited Interim Results for the six months ended 30th June
2015
6 months ended 30th June 2015
----------------------------------------------------------------------------
Ordinary Other Retained Shareholders' Non-controlling Total
Notes shares reserves earnings equity interests equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
--------- --------- --------- -------------- ---------------- ---------
Balance at 1st January
2015 11,006 98,674 178,932 288,612 17,940 306,552
--------- --------- --------- -------------- ---------------- ---------
Profit for the period - - 73,890 73,890 3,849 77,739
Other comprehensive
(expense)/income
for the period - (16,432) 19,827 3,395 (1,045) 2,350
--------- --------- --------- -------------- ---------------- ---------
Total comprehensive
(expense)/income
for the period - (16,432) 93,717 77,285 2,804 80,089
Dividends 7 - - (40,262) (40,262) (3,922) (44,184)
Amounts in respect
of share based payments:
* reversal of amortisation net of tax - - 12,779 12,779 - 12,779
* shares acquired - - (17,004) (17,004) - (17,004)
Acquisitions 20 - - - - 42 42
Disposals 21 - - - - 195 195
Transactions with
non-controlling interests - - (16,297) (16,297) - (16,297)
Issue of share capital 2 122 - 124 - 124
--------- --------- --------- -------------- ---------------- ---------
Balance at 30th June
2015 11,008 82,364 211,865 305,237 17,059 322,296
--------- --------- --------- -------------- ---------------- ---------
6 months ended 30th June 2014
----------------------------------------------------------------------------
Ordinary Other Retained Shareholders' Non-controlling Total
Notes shares reserves earnings equity interests equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
--------- --------- --------- -------------- ---------------- ---------
Balance at 1st January
2014 11,003 118,964 211,009 340,976 19,481 360,457
--------- --------- --------- -------------- ---------------- ---------
Profit for the period - - 66,621 66,621 6,576 73,197
Other comprehensive
expense for the period - (4,233) (13,488) (17,721) (579) (18,300)
--------- --------- --------- -------------- ---------------- ---------
Total comprehensive
(expense)/income
for the period - (4,233) 53,133 48,900 5,997 54,897
Dividends 7 - - (37,221) (37,221) (3,254) (40,475)
Amounts in respect
of share based payments:
* reversal of amortisation net of tax - - 9,772 9,772 - 9,772
* shares acquired - - (15,367) (15,367) - (15,367)
Acquisitions - - - - (493) (493)
Transactions with
non-controlling interests - - (1,333) (1,333) - (1,333)
Issue of share capital 2 131 - 133 - 133
--------- --------- --------- -------------- ---------------- ---------
Balance at 30th June
2014 11,005 114,862 219,993 345,860 21,731 367,591
--------- --------- --------- -------------- ---------------- ---------
The notes on pages 18 to 43 form an integral part of these
condensed consolidated interim financial statements.
Jardine Lloyd Thompson Group plc
Consolidated Statement of Cash Flows
Unaudited Interim Results for the six months ended 30th June
2015
6 months 6 months
ended 30th ended 30th
June June
Notes 2015 2014
GBP'000 GBP'000
------------ ------------
Cash flows from operating activities
Cash generated from operations 19 66,418 26,330
Interest paid (8,461) (7,651)
Interest received 2,019 2,581
Taxation paid (15,823) (17,931)
Increase in net insurance broking
creditors 55,383 72,725
------------ ------------
99,536 76,054
Dividend received from associates 806 1,526
------------ ------------
Net cash generated from operating
activities 100,342 77,580
------------ ------------
Cash flows from investing activities
Purchase of property, plant and equipment (6,310) (5,381)
Purchase of other intangible assets (27,320) (25,882)
Proceeds from disposal of property,
plant and equipment 801 442
Acquisition of businesses, net of
cash acquired 20 (13,048) (9,902)
Acquisition of associates (309) -
Proceeds from disposal of business,
net of cash disposed 21 (13) 8
Proceeds from disposal of associates 3 80,235 -
Proceeds from disposal of available-for-sale
other investments 245 1,102
------------ ------------
Net cash generated/(used) in investing
activities 34,281 (39,613)
------------ ------------
Cash flows from financing activities
Dividends paid to owners of the parent (39,382) (37,493)
Purchase of available-for-sale financial
assets 9 (5,423) (1,310)
Proceeds from disposal of available-for-sale
financial assets 5,199 7,928
Purchase of shares (17,004) (15,367)
Proceeds from issuance of ordinary
shares 124 133
Proceeds from borrowings 49,936 128,013
Repayments of borrowings (50,061) (30,389)
Dividends paid to non-controlling
interests (3,922) (3,254)
------------ ------------
Net cash (used)/generated from financing
activities (60,533) 48,261
------------ ------------
Net increase in cash and cash equivalents 74,090 86,228
Cash and cash equivalents at beginning
of the period 871,246 753,164
Exchange losses on cash and cash equivalents (7,088) (1,222)
------------ ------------
Cash and cash equivalents at end of
the period 938,248 838,170
------------ ------------
The notes on pages 18 to 43 form an integral part of these
condensed consolidated interim financial statements.
Jardine Lloyd Thompson Group plc
Notes to the Unaudited Interim Results
For the six months ended 30th June 2015
1. Basis of accounting
The Group's condensed consolidated interim financial statements
for the six months ended 30th June 2015 have been prepared in
accordance with the Disclosure and Transparency Rules of the
Financial Conduct Authority (previously the Financial Services
Authority) and with IAS 34, 'Interim financial reporting' as
adopted by the European Union. The Group has considerable financial
resources and a geographically diversified business and as a
consequence, the Directors believe that the Group is well placed to
manage its business risks in the context of the current economic
outlook. Accordingly, the Directors have a reasonable expectation
that the Group has adequate resources to continue in operational
existence for the foreseeable future. They therefore continue to
adopt the going concern basis in preparing these interim results.
These financial statements should be read in conjunction with the
consolidated statutory accounts of the Group for the year ended
31st December 2014, which have been prepared in accordance with
International Financial Reporting Standards (IFRS) as adopted by
the European Union.
This condensed consolidated interim financial information does
not comprise statutory accounts within the meaning of section 434
of the Companies Act 2006. Statutory accounts for the year ended
31st December 2014 were approved by the Board of Directors on 10th
March 2015 and delivered to the Registrar of Companies. The report
of the auditors on those accounts was unqualified, did not contain
an emphasis of matter paragraph and did not contain any statement
under section 498 of the Companies Act 2006.
These condensed consolidated interim financial statements have
been reviewed, not audited.
The accounting policies are consistent with those of the annual
financial statements for the year ended 31st December 2014.
Taxes on income in the interim periods are accrued using the tax
rate that would be applicable to expected total annual
earnings.
The preparation of interim financial statements requires
management to make judgements, estimates and assumptions that
affect the application of accounting policies and the reported
amounts of assets and liabilities, income and expense. Actual
results may differ from these estimates.
In preparing these condensed consolidated interim financial
statements, the significant judgements made by management in
applying the Group's accounting policies and the key sources of
estimation uncertainty were the same as those that applied to the
consolidated financial statements for the year ended 31st December
2014.
Full details of the audited accounts and accounting policies for
the year ended 31st December 2014 are available at www.jlt.com.
2. Alternative income statement
The format of the consolidated income statement on page 13
conforms to the requirements of IFRS. The alternative income
statement set out below, which is provided by way of additional
information, has been prepared on a basis that conforms more
closely to the approach adopted by the Group in assessing its
performance. The statement provides a reconciliation between the
underlying results used by the Group to assess performance and the
IFRS income statement.
6 months ended 30th June 2015
-------------------------------------
Underlying Exceptional
profit items Total
GBP'000 GBP'000 GBP'000
----------- ------------ ----------
Fees and commissions 590,052 - 590,052
Investment income 1,558 - 1,558
Salaries and associated expenses (354,600) (8,786) (363,386)
Premises (29,722) (1,106) (30,828)
Other operating costs (89,436) 15,106 (74,330)
Depreciation, amortisation and
impairment charges (15,452) - (15,452)
Trading profit 102,400 5,214 107,614
Finance costs - net (11,865) - (11,865)
Share of results of associates 5,720 - 5,720
----------- ------------ ----------
Profit before taxation 96,255 5,214 101,469
----------- ------------ ----------
6 months ended 30th June 2014
---------------------------------------------
Underlying Exceptional
profit items Total
GBP'000 GBP'000 GBP'000
----------- ------------ ----------
Fees and commissions 558,045 - 558,045
Investment income 1,590 - 1,590
Salaries and associated expenses (319,878) (4,497) (324,375)
(27,909)
Premises ) (1,916) (29,825)
Other operating costs (87,581) (2,669) (90,250)
Depreciation, amortisation and
impairment charges (13,768) - (13,768)
Trading profit 110,499 (9,082) 101,417
Finance costs - net (10,233) - (10,233)
Share of results of associates 7,173 - 7,173
----------- ------------ ----------
Profit before taxation 107,439 (9,082) 98,357
----------- ------------ ----------
3. Segment information
Management has determined its operating segments based on the
analysis used to make strategic decisions.
Business segment analysis
The Group is organised on a worldwide basis into three main
segments: Risk & Insurance, Employee Benefits and Head Office
& Other operations. These segments are consistent with the
internal reporting structure of the Group.
The Risk & Insurance segment comprises JLT's global
specialist, wholesale, reinsurance broking, personal lines and SME
activities. The Employee Benefits segment consists of pension
administration, outsourcing and employee benefits consultancy,
healthcare and wealth management activities. Certain Risk &
Insurance and Employee Benefits operating segments have been
disclosed within the reporting segments given their individual
size. The Head Office & Other segment consists mainly of
holding companies, central administration functions, the Group's
captive insurance companies and the Group's investments in
associates.
The JLT Asia Risk & Insurance and Employee Benefit segments
are now disclosed as reportable segments to meet the quantitative
threshold required by IFRS 8. Lloyd & Partners was merged into
JLT Specialty at the beginning of the year. The businesses located
in the United States, the Nordic region and the Netherlands
previously reported under JLT Specialty have been reclassified
respectively to JLT USA and JLT EMEA (both included in Other Risk
& Insurance). The Healthcare business previously reported under
JLT Specialty has been reclassified to JLT Re.
Segment results
Management assesses the performance of the operating segments
based upon a measure of underlying trading profit. Segment results
include the net income or expense derived from the trading
activities of the segment together with the investment income
earned on fiduciary funds. Interest income on the Group's own funds
and finance costs are excluded since the trading activities of the
Group's primary segments are not of a financial nature. Income tax
expense and the charge in respect of non-controlling interests are
excluded from the segmental allocation.
Segment assets and liabilities
Assets and liabilities are not allocated to individual segments
and are therefore all reported within Head Office & Other.
Investments in associates
The Group owns the following stakes in its principal associates:
20% of GrECo, which operates mainly in Austria and Eastern Europe;
25% of MAG-JLT, which operates mainly in Italy and 25% of
March-JLT, which operates mainly in Spain. The investment and the
Group's share of the net profit of these associates are included in
the Head Office & Other segment, together with the investment
and results of the Group's other associates, Sterling Re
Intermediaro de Reaseguro SA de CV, JLT Insurance Management Malta,
JLT Energy (France) SAS and JLT Independent Insurance Brokers
Private Ltd.
On 6th May 2015, the Group disposed of its 26% stake in
Milestone, the holding company of Siaci Saint Honoré, generating
cash proceeds of GBP80,235,000 and a net exceptional gain of
GBP18,542,000.
Other segment items
Capital expenditure comprises additions to property, plant and
equipment and other intangible assets.
Business cyclicality
From an overall perspective, given the inherent nature and
geographic spread of the Group's operations, whilst there may be an
element of period on period phasing of revenue and profits, the
business is not considered to be significantly cyclical between
each half year period.
3. Segment information cont'd
6 months ended 30th June 2015
Risk & Insurance Employee Benefits
JLT Other
Australia Risk Other Head
JLT JLT & New JLT & UK & Employee Office
Specialty Re Zealand Asia Insurance Ireland Asia Benefits & Other Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
---------- -------- ---------- -------- ---------- -------- -------- --------- ------------ ------------
Fees and
commissions 138,378 117,743 60,493 39,979 89,245 85,058 40,055 19,101 - 590,052
Investment
income 445 159 649 89 195 1 7 13 - 1,558
---------- -------- ---------- -------- ---------- -------- -------- --------- ------------ ------------
Total
revenue 138,823 117,902 61,142 40,068 89,440 85,059 40,062 19,114 - 591,610
---------- -------- ---------- -------- ---------- -------- -------- --------- ------------ ------------
Underlying
trading
profit 24,087 40,061 20,622 8,020 (1,672) 7,095 14,048 1,480 (11,341) 102,400
---------- -------- ---------- -------- ---------- -------- -------- --------- ------------ ------------
Operating
profit 17,387 36,849 20,622 8,217 (2,795) 4,929 14,046 858 7,501 107,614
Finance
costs
- net - - - - - - - - (11,865) (11,865)
Share
of results
of associates - - - - - - - - 5,720 5,720
---------- -------- ---------- -------- ---------- -------- -------- --------- ------------ ------------
Profit
before
taxation 17,387 36,849 20,622 8,217 (2,795) 4,929 14,046 858 1,356 101,469
Income
tax expense - - - - - - - - (23,730) (23,730)
Non-controlling
interests - - - - - - - - (3,849) (3,849)
---------- -------- ---------- -------- ---------- -------- -------- --------- ------------ ------------
Net profit
attributable
to the
owners
of the
parent 17,387 36,849 20,622 8,217 (2,795) 4,929 14,046 858 (26,223) 73,890
---------- -------- ---------- -------- ---------- -------- -------- --------- ------------ ------------
Segment
assets 2,209,881 2,209,881
Investments
in associates 39,820 39,820
------------ ------------
Total
assets 2,249,701 2,249,701
------------ ------------
Segment
liabilities (1,927,405) (1,927,405)
------------ ------------
Total
liabilities (1,927,405) (1,927,405)
------------ ------------
Other
segment
items:
Capital
expenditure 7,599 2,928 1,096 1,981 7,576 4,385 728 224 7,113 33,630
Depreciation,
amortisation
and impairment
charges (3,852) (762) (1,356) (1,395) (3,570) (3,423) (360) (362) (5,849) (20,929)
3. Segment information cont'd
6 months ended 30th June 2014
Risk & Insurance Employee Benefits
JLT Other
Australia Risk Other Head
JLT JLT & New JLT & UK & Employee Office
Specialty Re Zealand Asia Insurance Ireland Asia Benefits & Other Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
---------- -------- ---------- -------- ---------- -------- -------- --------- ------------ ------------
Fees and
commissions 132,363 112,649 63,773 37,991 81,228 85,374 30,664 14,003 - 558,045
Investment
income 389 167 686 73 254 - 5 16 - 1,590
---------- -------- ---------- -------- ---------- -------- -------- --------- ------------ ------------
Total
revenue 132,752 112,816 64,459 38,064 81,482 85,374 30,669 14,019 - 559,635
---------- -------- ---------- -------- ---------- -------- -------- --------- ------------ ------------
Underlying
trading
profit 22,311 34,172 22,595 6,982 8,879 12,314 11,108 2,550 (10,412) 110,499
---------- -------- ---------- -------- ---------- -------- -------- --------- ------------ ------------
Operating
profit 21,540 29,288 22,595 6,048 8,161 11,789 11,046 2,481 (11,531) 101,417
Finance
costs
- net - - - - - - - - (10,233) (10,233)
Share
of results
of associates - - - - - - - - 7,173 7,173
---------- -------- ---------- -------- ---------- -------- -------- --------- ------------ ------------
Profit
before
taxation 21,540 29,288 22,595 6,048 8,161 11,789 11,046 2,481 (14,591) 98,357
Income
tax expense - - - - - - - - (25,160) (25,160)
Non-controlling
interests - - - - - - - - (6,576) (6,576)
---------- -------- ---------- -------- ---------- -------- -------- --------- ------------ ------------
Net profit
attributable
to the
owners
of the
parent 21,540 29,288 22,595 6,048 8,161 11,789 11,046 2,481 (46,327) 66,621
---------- -------- ---------- -------- ---------- -------- -------- --------- ------------ ------------
Segment
assets 2,000,608 2,000,608
Investments
in associates 103,235 103,235
------------ ------------
Total
assets 2,103,843 2,103,843
------------ ------------
Segment
liabilities (1,736,252) (1,736,252)
------------ ------------
Total
liabilities (1,736,252) (1,736,252)
------------ ------------
Other
segment
items:
Capital
expenditure 14,270 177 1,461 921 3,427 3,215 306 365 7,121 31,263
Depreciation,
amortisation
and impairment
charges (2,861) (907) (1,415) (1,045) (2,351) (2,995) (291) (212) (5,556) (17,633)
4. Operating profit
6 months 6 months
ended ended
30th 30th
June June
2015 2014
GBP'000 GBP'000
--------- ---------
The following items have been charged/(credited)
in arriving at operating profit:
Foreign exchange losses/(gains):
* fees and commissions 948 (4,055)
* other operating costs (85) 1,726
--------- ---------
863 (2,329)
--------- ---------
Amortisation of other intangible assets:
* software costs 8,653 7,538
* other intangible assets 904 796
Depreciation on property, plant and equipment 5,895 5,434
--------- ---------
Total depreciation and amortisation charges 15,452 13,768
--------- ---------
Amortisation of other intangible assets:
* employment contract payments (included in salaries
and associated expenses) 5,477 3,865
--------- ---------
Gains on disposal of property, plant and equipment (64) (86)
--------- ---------
Fair value losses - derivatives financial
instruments 44 50
Losses/(gains) on sale - available-for-sale
financial assets 64 (103)
--------- ---------
108 (53)
--------- ---------
Exceptional items:
Acquisition and integration costs of which:
--------- ---------
* included in salaries and associated expenses 2,707 2,635
* included in premises costs 1,015 1,916
* included in other operating costs 3,112 1,769
--------- ---------
6,834 6,320
Restructuring costs of which:
--------- ---------
* included in salaries and associated expenses 6,570 -
* included in premises costs 91 -
* included in other operating costs 3 -
--------- ---------
6,664 -
Business Transformation Programme of which:
--------- ---------
* included in salaries and associated expenses - 1,862
* included in other operating costs - 900
--------- ---------
- 2,762
Net profit on sale of associate (including
expenses) (18,542) -
Net loss on disposal of businesses 607 -
Pension curtailment gain (491) -
Release of contingent considerations (286) -
Total exceptional items (5,214) 9,082
--------- ---------
5. Income tax expense
6 months 6 months
ended ended
30th June 30th June
2015 2014
GBP'000 GBP'000
----------- -----------
Current tax expense
Current period 15,196 15,567
Adjustments in respect of prior years 1,032 315
----------- -----------
16,228 15,882
----------- -----------
Deferred tax expense
Origination and reversal of temporary differences 5,586 10,079
Adjustments in respect of prior years 1,916 (801)
----------- -----------
7,502 9,278
----------- -----------
Total income tax expense 23,730 25,160
----------- -----------
The total income tax expense in the income statement of
GBP23,730,000 includes a tax credit on exceptional items of
GBP2,270,000 (2014: GBP1,702,000). There were no non-recurring tax
credits in the period.
The UK Government has introduced a 1% reduction in the headline
rate of corporation tax from April 2015. This reduces the UK tax
rate from 21% to 20%. As at 30th June 2015, this rate reduction is
already in force. The impact of this reduction has therefore been
incorporated into the income tax charge for the six months ended
30th June 2015.
The UK Government has announced in July 2015 that the
corporation tax rate is set to be cut to 19% in 2017 and to 18% in
2020. These rate reductions have not been substantively enacted,
therefore the impact of these reductions has not been incorporated
into the income tax charge for the six months ended 30th June
2015.
The tax on the Group's profit before tax differs from the
theoretical amount that would arise using the tax rate of the home
country of the Company as follows:
6 months 6 months
ended ended
30th 30th
June June
2015 2014
GBP'000 GBP'000
--------- ---------
Profit before taxation 101,469 98,357
--------- ---------
Tax calculated at UK Corporation Tax rate
of 20.25% (2014: 21.5%) 20,547 21,147
Non-deductible expenses* (2,798) 2,386
Adjustments in respect of prior years 2,948 (486)
Effect of UK and non-UK tax rate differences 4,191 3,655
Tax on associates (1,158) (1,542)
--------- ---------
Total income tax expense 23,730 25,160
--------- ---------
* The non-deductible expenses relate primarily to non-deductible
entertainment expenses and the gain on the disposal of Siaci.
6. Earnings per share
Basic earnings per share is calculated by dividing the profit
attributable to the owners of the parent by the weighted average
number of ordinary shares in issue during the period, excluding
unallocated shares held by the Trustees of the Employee Share
Ownership Plan Trust and the Qualifying Employee Share Ownership
Trust.
Diluted earnings per share is calculated by adjusting the
weighted average number of ordinary shares outstanding to assume
conversion of all dilutive potential ordinary shares.
Additionally basic and diluted earnings per share are also
calculated based on underlying earnings attributable to the owners
of the parent.
6. Earnings per share cont'd
A reconciliation of earnings is set out below.
As at As at
30th 30th
June June
2015 2014
No. of No. of
shares shares
------------ ------------
Weighted average number of ordinary shares
in issue 219,435,453 219,645,128
Effect of outstanding share options 349,815 520,130
------------ ------------
Adjusted weighted average number of ordinary
shares for diluted earnings per share 219,785,268 220,165,258
------------ ------------
6 months ended 30th 6 months ended 30th
June 2015 June 2014
----------------------------------- -----------------------------------
Basic Diluted Basic Diluted
pence pence pence pence
GBP'000 per share per share GBP'000 per share per share
--------- ----------- ----------- --------- ----------- -----------
Earnings reconciliation
Underlying profit after
taxation and non-controlling
interests 66,406 30.3 30.2 74,001 33.7 33.6
Exceptional items before
tax 5,214 (9,082)
Taxation thereon 2,270 1,702
--------- ---------
7,484 3.4 3.4 (7,380) (3.4) (3.3)
Profit attributable
to the owners of the
parent 73,890 33.7 33.6 66,621 30.3 30.3
--------- ----------- ----------- --------- ----------- -----------
7. Dividends
6 months 6 months
ended ended
30th June 30th June
2015 2014
GBP'000 GBP'000
----------- -----------
Final dividend in respect of 2014 of 18.3p
per share (2013: 17.1p) 40,262 37,221
----------- -----------
An interim dividend in respect of 2015 of 11.1p per share (2014:
10.6p) amounting to a total of GBP24,420,000 (2014: GBP23,396,000)
is payable on 1st October 2015 to shareholders who are registered
at the close of business on 4th September 2015. The dividend
proposed will not be accounted for until it is paid. The
ex-dividend date will be 3rd September 2015.
8. Goodwill
6 months ended 30th June 2015
-------------------------------------
Gross Impairment Net carrying
amount losses amount
GBP'000 GBP'000 GBP'000
--------- ----------- -------------
At 30th June 2015
Opening net book amount 480,176 (4,479) 475,697
Exchange differences (8,440) 221 (8,219)
Acquisitions 14,472 - 14,472
Disposals (719) - (719)
Closing net book amount 485,489 (4,258) 481,231
--------- ----------- -------------
8. Goodwill cont'd
6 months ended 30th June 2014
-------------------------------------
Gross Impairment Net carrying
amount losses amount
GBP'000 GBP'000 GBP'000
--------- ----------- -------------
At 30th June 2014
Opening net book amount 434,026 (4,576) 429,450
Exchange differences (5,164) 114 (5,050)
Acquisitions 13,788 - 13,788
Closing net book amount 442,650 (4,462) 438,188
--------- ----------- -------------
9. Available-for-sale financial assets
Available-for-sale financial assets are categorised into one of
two categories:
1) Other investments include securities and other investments
held for strategic purposes. These investments are held at fair
value unless a fair value cannot be accurately determined in which
case they are held at cost less any provision for impairment.
2) Investments and deposits consist mainly of fixed term
deposits, bonds and certificates of deposits. These investments are
held at fair value and are classified between current and
non-current assets according to the maturity date.
6 months ended 30th June 2015
-----------------------------------------
Other Investments
investments and deposits Total
GBP'000 GBP'000 GBP'000
------------- -------------- ----------
At 1st January 2015 4,746 9,642 14,388
Exchange differences (48) (671) (719)
Additions - 5,423 5,423
Disposals/maturities (245) (5,263) (5,508)
Revaluation gain (included within
equity) - 37 37
Amounts to be written off (65) - (65)
------------- -------------- ----------
At 30th June 2015 4,388 9,168 13,556
------------- -------------- ----------
Analysis of available-for-sale
financial assets
Current - 172 172
Non-current 4,388 8,996 13,384
------------- -------------- ----------
At 30th June 2015 4,388 9,168 13,556
------------- -------------- ----------
Analysis of available-for-sale investments
and deposits
Fiduciary funds 8,845
Own funds 323
--------------
At 30th June 2015 9,168
--------------
6 months ended 30th June 2014
-----------------------------------------
Other Investments
investments and deposits Total
GBP'000 GBP'000 GBP'000
------------- -------------- ----------
At 1st January 2014 5,948 17,819 23,767
Exchange differences (79) 256 177
Additions - 1,310 1,310
Companies acquired 31 - 31
Disposals/maturities (999) (7,928) (8,927)
Revaluation gain (included within
equity) 12 - 12
------------- -------------- ----------
At 30th June 2014 4,913 11,457 16,370
------------- -------------- ----------
Analysis of available-for-sale
financial assets
Current - 1,331 1,331
Non-current 4,913 10,126 15,039
------------- -------------- ----------
At 30th June 2014 4,913 11,457 16,370
------------- -------------- ----------
Analysis of available-for-sale investments
and deposits
Fiduciary funds 10,012
Own funds 1,445
--------------
At 30th June 2014 11,457
--------------
10. Derivative financial instruments
As at 30th June 2015 As at 30th June 2014
----------------------- -----------------------
Assets Liabilities Assets Liabilities
GBP'000 GBP'000 GBP'000 GBP'000
--------- ------------ --------- ------------
Interest rate swaps - fair
value hedges 9,214 (10,746) 3,736 (11,260)
Forward foreign exchange
contracts - cash flow hedges 12,556 (5,568) 25,875 (23,205)
Redemption liabilities
- option contracts - (18,226) - -
--------- ------------ --------- ------------
Total 21,770 (34,540) 29,611 (34,465)
--------- ------------ --------- ------------
Current 5,446 (1,384) 10,513 (1,769)
Non-current 16,324 (33,156) 19,098 (32,696)
--------- ------------ --------- ------------
Total 21,770 (34,540) 29,611 (34,465)
--------- ------------ --------- ------------
The Group's treasury policies are approved by the Board and are
implemented by a centralised treasury department. The treasury
department operates within a framework of policies and procedures
that establishes specific guidelines to manage currency risk,
liquidity risk and interest rate risk and the use of counterparties
and financial instruments to manage these. The treasury department
is subject to periodic review by internal audit.
The Group uses various derivative instruments including forward
foreign exchange contracts, interest rate swaps and from time to
time, foreign currency collars and options to manage the risks
arising from variations in currency and interest rates. Derivative
instruments purchased are primarily denominated in the currencies
of the Group's main markets.
Where forward foreign exchange contracts have been entered into
to manage currency risk, they are designated as hedges of currency
risk on specific future cash flows, and qualify as highly probable
transactions for which hedge accounting is applied. The Group
anticipates that hedge accounting requirements will continue to be
met on its foreign currency and interest rate hedging activities
and that no material ineffectiveness will arise which will result
in gains or losses being recognised through the income
statement.
The fair value of financial derivatives based upon market values
as at 30th June 2015 and designated as effective cash flow hedges
was a net asset of GBP7.0 million and has been deferred in equity
(2014: net asset of GBP2.7 million). Gains and losses arising on
derivative instruments outstanding as at 30th June 2015 will be
released to the income statement at various dates up to:
a) 30 months in respect of cash flow hedges on currency denominated UK earnings.
b) 14 years in respect of specific hedges on USD denominated
long term debt drawn under the Group's USD private placement
programme.
c) 11 years in respect of interest rate hedges on sterling
denominated long term debt drawn under the Group's private
placement programme.
No material amounts were transferred to the income statement
during the period in respect of the fair value of financial
derivatives.
Transactions maturing within 12 months of the balance sheet date
are classified in current maturities. Transactions maturing in a
period in excess of 12 months of the balance sheet date are
classified as non-current maturities.
a) Interest rate swaps
The Group uses interest rate hedges, principally interest rate
swaps, to mitigate the impact of changes in interest rates. As at
30th June 2015, the notional principal amounts of outstanding cross
currency interest rate swaps was USD500,000,000 and sterling
interest rate swaps was GBP75,000,000 (2014: USD375,000,000 and
GBP75,000,000). A net loss of GBP1.5 million (2014: net loss GBP7.5
million) on these instruments was offset by a fair value gain of
GBP1.5 million (2014: gain GBP7.5 million) on the private placement
loans, both of which were recognised in the income statement in the
period.
b) Forward foreign exchange contracts
The Group's major currency transaction exposure arises in USD
and the Group continues to adopt a prudent approach in actively
managing this exposure. As at 30th June 2015 the Group had
outstanding foreign exchange contracts, principally in USD,
amounting to a principal value of GBP831,615,000 (2014:
GBP681,123,000).
10. Derivative financial instruments cont'd
c) Redemption liabilities
The redemption liabilities represent the valuation of the put
options provided in the shareholders agreements of JLT Specialty
Insurance Services Inc. and JLT Sigorta ve Reasurans Brokerligi Ltd
Sirketi respectively being GBP16,089,000 and GBP2,194,000. The
recognition of these liabilities resulted in a reduction in equity,
related to transactions with non-controlling interests of
GBP18,283,000.
d) Price risk
The Group does not have a material exposure to commodity price
risk.
The maximum exposure to credit risk at the reporting date is the
fair value of the derivatives in the balance sheet.
11. Trade and other receivables
As at As at
30th June 30th June
2015 2014
GBP'000 GBP'000
----------- -----------
Trade receivables 361,541 331,399
Less: provision for impairment of trade receivables (10,938) (12,097)
----------- -----------
Trade receivables - net 350,603 319,302
Other receivables 159,300 137,494
Prepayments 28,366 28,646
----------- -----------
538,269 485,442
----------- -----------
The carrying value of trade and other receivables is equivalent
to their fair value.
12. Cash and cash equivalents
As at As at
30th 30th June
June
2015 2014
GBP'000 GBP'000
--------- -----------
Cash at bank and in hand 482,529 449,651
Short-term bank deposits 455,719 388,519
--------- -----------
938,248 838,170
--------- -----------
Fiduciary funds 789,030 720,711
Own funds 149,218 117,459
--------- -----------
938,248 838,170
--------- -----------
Fiduciary funds represent client money held in the form of
premiums due to underwriters, claims paid by insurers and due to
policyholders, and funds held to defray commissions and other
income. Fiduciary funds are not available for general corporate
purposes.
The effective interest rate in respect of short-term deposits
was 0.40% (2014: 0.40%). These deposits have an average maturity of
17 days (2014: 17 days).
13. Trade and other payables
As at As at
30th 30th June
June
2015 2014
GBP'000 GBP'000
---------- -----------
Insurance payables 797,875 730,723
Social security and other taxes 20,327 18,435
Other payables 139,539 98,890
Accruals and deferred income 116,685 107,367
Deferred and contingent consideration 19,512 15,622
---------- -----------
1,093,938 971,037
---------- -----------
All payables are considered current. The carrying value of trade
and other payables is equivalent to their fair value.
14. Financial instruments by category
The accounting policies for financial instruments have been
applied to the line items below:
As at 30th June 2015
------------------------------------------------------------------
Derivatives
Loans used for
and receivables hedging Available-for-sale Total
GBP'000 GBP'000 GBP'000 GBP'000
----------------- ------------ ------------------- ------------
Assets per balance sheet
Available-for-sale financial
assets - - 13,556 13,556
Derivative financial instruments - 21,770 - 21,770
Trade and other receivables
(a) 509,903 - - 509,903
Cash and cash equivalents 938,248 - - 938,248
----------------- ------------ ------------------- ------------
Total 1,448,151 21,770 13,556 1,483,477
----------------- ------------ ------------------- ------------
Derivatives Other
used for financial
hedging liabilities Total
GBP'000 GBP'000 GBP'000
------------ ------------------- ------------
Liabilities per balance
sheet
Borrowings - (606,343) (606,343)
Trade and other payables
(b) - (977,253) (977,253)
Derivative financial instruments (16,314) (18,226) (34,540)
------------ ------------------- ------------
Total (16,314) (1,601,822) (1,618,136)
------------ ------------------- ------------
As at 30th June 2014
------------------------------------------------------------------
Derivatives
Loans used for
and receivables hedging Available-for-sale Total
GBP'000 GBP'000 GBP'000 GBP'000
----------------- ------------ ------------------- ------------
Assets per balance sheet
Available-for-sale financial
assets - - 16,370 16,370
Derivative financial instruments - 29,611 - 29,611
Trade and other receivables
(a) 456,796 - - 456,796
Cash and cash equivalents 838,170 - - 838,170
----------------- ------------ ------------------- ------------
Total 1,294,966 29,611 16,370 1,340,947
----------------- ------------ ------------------- ------------
Derivatives Other
used for financial
hedging liabilities Total
GBP'000 GBP'000 GBP'000
------------ ------------------- ------------
Liabilities per balance
sheet
Borrowings - (554,997) (554,997)
Trade and other payables
(b) - (863,670) (863,670)
Derivative financial instruments (34,465) - (34,465)
------------ ------------------- ------------
Total (34,465) (1,418,667) (1,453,132)
------------ ------------------- ------------
(a) Prepayments are excluded from the trade and other receivables
balance, as this analysis is required only for financial instruments.
(b) Non-financial liabilities are excluded from the trade and
other payables balance, as this analysis is required only for
financial instruments.
14. Financial instruments by category cont'd
The following table presents the Group's financial assets and
liabilities that are measured at fair value at 30th June 2015.
As at 30th June 2015
-------------------------------------------
Level Level Level
1 2 3 Total
GBP'000 GBP'000 GBP'000 GBP'000
--------- --------- --------- ----------
Assets
Derivative financial instruments - 21,770 - 21,770
Available-for-sale financial
assets
* equity securities 402 - 1,252 1,654
* debt investments - - 2,734 2,734
* mutual funds 172 - - 172
* fixed deposits 8,996 - - 8,996
--------- --------- --------- ----------
Total 9,570 21,770 3,986 35,326
--------- --------- --------- ----------
Liabilities
Deferred and contingent
consideration - - (19,512) (19,512)
Derivative financial instruments - (16,314) (18,226) (34,540)
--------- --------- --------- ----------
Total - (16,314) (37,738) (54,052)
--------- --------- --------- ----------
As at 30th June 2014
-------------------------------------------
Level Level Level
1 2 3 Total
GBP'000 GBP'000 GBP'000 GBP'000
--------- --------- --------- ----------
Assets
Derivative financial instruments - 29,611 - 29,611
Available-for-sale financial
assets
* equity securities 731 - 1,282 2,013
* debt investments 268 - 2,632 2,900
* fixed deposits 11,457 - - 11,457
--------- --------- --------- ----------
Total 12,456 29,611 3,914 45,981
--------- --------- --------- ----------
Liabilities
Deferred and contingent
consideration - - (15,622) (15,622)
Derivative financial instruments - (34,465) - (34,465)
--------- --------- --------- ----------
Total - (34,465) (15,622) (50,087)
--------- --------- --------- ----------
Apart from where disclosed, there are no differences between the
fair value and the carrying value of financial assets and
liabilities.
The fair value of financial instruments traded in active markets
is based on quoted market prices at the balance sheet date. A
market is regarded as active if quoted prices are readily and
regularly available from an exchange, dealer, broker, industry
group, pricing service, or regulatory agency and those prices
represent actual and regularly occurring market transactions on an
arm's length basis. These instruments are included in level 1.
The fair value of financial instruments that are not traded in
an active market (for example, over-the-counter derivatives) is
determined by using internal and external models. These models
maximise the use of observable market data where it is available
and rely as little as possible on entity specific estimates. If all
significant inputs required to fair value an instrument are
observable, the instrument is included in level 2.
During the period there were no transfers between level 1 and
level 2.
There were no changes in valuation techniques during the
period.
If one or more of the significant inputs is not based on
observable market data, the instrument is included in level 3.
In respect of deferred and contingent consideration,
unobservable inputs include management's assessment of the expected
future performance of relevant acquired businesses.
In respect of derivatives, the unobservable inputs include
management's assessment of the performance criteria, the redemption
multiple and the discount rate used. In respect of the JLT
Specialty Insurance Services Inc. redemption liability, a 100 basis
point movement in the discount rate would have an impact of circa
GBP2,800,000 on the liability recognised.
14. Financial instruments by category cont'd
A reconciliation of the movements in level 3 is provided
below:
Assets Liabilities
Level Level
3 3
GBP'000 GBP'000
--------- ------------
At 1st January 2015 4,088 (19,383)
Exchange differences (37) 1,496
Additions - (18,283)
Companies acquired - (2,979)
Utilised in the period - 1,843
Charged to income statement (65) (432)
At 30th June 2015 3,986 (37,738)
--------- ------------
15. Borrowings
As at As at
30th 30th June
June
2015 2014
GBP'000 GBP'000
--------- -----------
Current
Bank overdraft 24,027 21,950
Bank borrowings 410 376
Finance lease liabilities 202 117
--------- -----------
24,639 22,443
--------- -----------
Non-current
Unsecured loan notes 390,276 285,743
Bank borrowings 190,923 246,166
Finance lease liabilities 505 645
--------- -----------
581,704 532,554
--------- -----------
Total borrowings 606,343 554,997
--------- -----------
The borrowings include secured liabilities (leases) of
GBP707,000 (2014: GBP762,000).
The carrying amounts and fair value of borrowings are as
follows:
As at 30th June 2015 As at 30th June 2014
----------------------- -----------------------
Carrying Carrying
amount Fair value amount Fair value
GBP'000 GBP'000 GBP'000 GBP'000
---------- ----------- ---------- -----------
Current
Bank overdraft 24,027 24,027 21,950 21,950
Bank borrowings 410 410 376 376
Finance lease liabilities 202 202 117 117
---------- ----------- ---------- -----------
24,639 24,639 22,443 22,443
---------- ----------- ---------- -----------
Non-current
Unsecured loan notes 390,276 390,276 285,743 285,743
Bank borrowings 190,923 190,923 246,166 246,166
Finance lease liabilities 505 505 645 645
---------- ----------- ---------- -----------
581,704 581,704 532,554 532,554
---------- ----------- ---------- -----------
Total borrowings 606,343 606,343 554,997 554,997
---------- ----------- ---------- -----------
16. Provisions for liabilities and charges
6 months ended 30th June 2015
-------------------------------------------------
Property
related Litigation
provisions provisions Other Total
GBP'000 GBP'000 GBP'000 GBP'000
------------ ------------ --------- ----------
At 1st January 2015 4,881 5,570 362 10,813
Exchange differences - (24) - (24)
Utilised in the period (3,198) (548) (8) (3,754)
(Credited)/charged to the
income statement (75) 127 (240) (188)
Interest charge 2 - - 2
At 30th June 2015 1,610 5,125 114 6,849
------------ ------------ --------- ----------
6 months ended 30th June 2014
-------------------------------------------------
Property
related Litigation
provisions provisions Other Total
GBP'000 GBP'000 GBP'000 GBP'000
------------ ------------ --------- ----------
At 1st January 2014 8,049 6,354 707 15,110
Exchange differences (1) (38) - (39)
Utilised in the period (1,900) (888) (50) (2,838)
Charged/(credited) to the
income statement 1,544 (980) (27) 537
Interest charge 5 - - 5
Companies acquired (627) - - (627)
At 30th June 2014 7,070 4,448 630 12,148
------------ ------------ --------- ----------
As at As at
30th 30th June
June
2015 2014
GBP'000 GBP'000
--------- -----------
Analysis of total provisions:
Current - to be utilised within one year 5,501 7,369
Non-current - to be utilised in more than
one year 1,348 4,779
--------- -----------
6,849 12,148
--------- -----------
Property related provisions
The Group recognises a provision for onerous contracts when the
expected benefits to be derived from a contract are less than the
unavoidable costs of meeting the obligations under the contract.
Provision is made for the future rental cost of vacant property and
expected dilapidation expenses. In calculating the provision
required, account is taken of the duration of the lease and any
recovery of cost achievable from subletting. Property provisions
occur principally in the US and UK and relate to a variety of lease
commitments. The longest lease term expires in 2022.
Litigation provisions
At any point in time the Group can be involved in a variety of
litigation and dispute issues. A provision is established in
respect of such issues when it is probable that the liability has
been incurred and the amount of the liability can be reasonably
estimated. The Group analyses its litigation exposures based on
available information, including external legal consultation where
appropriate, to assess its potential liability. Where appropriate
the Group also provides for the cost of defending or initiating
such matters.
Where a litigation provision has been made it is stated gross of
any third party recovery. All such recoveries are included as
"other receivables" within trade and other receivables. At 30th
June 2015, in connection with certain litigation matters, the
Group's litigation provisions include an amount of GBP0.1 million
(2014: GBP0.1 million) to reflect this gross basis and the
corresponding insurance recovery has been included within trade and
other receivables. This presentation has had no effect on the
consolidated income statement for the six months ended 30th June
2015 (2014: nil).
Other
Other provisions include provisions for clawback of commission
which arises on certain types of Employee Benefits contracts.
17. Other reserves
6 months ended 30th June 2015
------------------------------------------------
Fair value
Share and hedging Exchange
premium reserves reserves Total
GBP'000 GBP'000 GBP'000 GBP'000
--------- ------------- ---------- ----------
At 1st January 2015 103,941 (234) (5,033) 98,674
Fair value gains net of
tax
* available-for-sale - 72 - 72
* cash flow hedges - 4,616 - 4,616
Currency translation differences - - (21,120) (21,120)
--------- ------------- ---------- ----------
Net gains/(losses) recognised
directly in equity - 4,688 (21,120) (16,432)
Issue of share capital 122 - - 122
At 30th June 2015 104,063 4,454 (26,153) 82,364
--------- ------------- ---------- ----------
6 months ended 30th June 2014
------------------------------------------------
Fair value
Share and hedging Exchange
premium reserves reserves Total
GBP'000 GBP'000 GBP'000 GBP'000
--------- ------------- ---------- ----------
At 1st January 2014 103,739 17,224 (1,999) 118,964
Fair value gains net of
tax
* available-for-sale - 10 - 10
* cash flow hedges - 5,084 - 5,084
Currency translation differences - - (9,327) (9,327)
--------- ------------- ---------- ----------
Net gains/(losses) recognised
directly in equity - 5,094 (9,327) (4,233)
Issue of share capital 131 - - 131
At 30th June 2014 103,870 22,318 (11,326) 114,862
--------- ------------- ---------- ----------
18. Qualifying Employee Share Ownership Trust
During the period, the Qualifying Employee Share Ownership Trust
(QUEST) allocated nil ordinary shares to employees in satisfaction
of options that have been exercised under the Sharesave schemes
(2014: nil).
19. Cash generated from operations
6 months 6 months
ended ended
30th 30th June
June
2015 2014
GBP'000 GBP'000
--------- -----------
Profit before taxation 101,469 98,357
Investment and finance income (2,261) (2,293)
Interest payable on bank loans and finance
leases 8,635 7,964
Fair value losses on derivatives financial
instruments 44 50
Net pension financing expenses 3,185 2,939
Unwinding of liability discounting 748 33
Depreciation 5,895 5,434
Amortisation of other intangible assets 15,034 12,199
Amortisation of share based payments 11,880 9,095
Share of results of associates' undertakings (5,720) (7,173)
Non-cash exceptional items 429 2,738
Losses on disposal of businesses 607 -
Gains on disposal of associates (19,142) -
Gains on disposal of property, plant and equipment (64) (86)
Losses/(gains) on disposal of available-for-sale
financial assets 64 (103)
Pension curtailment gain (491) -
Increase in trade and other receivables (41,886) (70,971)
Decrease in trade and other payables - excluding
insurance broking balances (8,002) (28,104)
Decrease in provisions for liabilities and
charges (3,942) (2,301)
Decrease in retirement benefit obligation (64) (1,448)
--------- -----------
Net cash inflow from operations 66,418 26,330
--------- -----------
20. Business combinations
2014 acquisitions
During the period, the process of finalising the provisional
fair values in respect of acquisitions carried out during 2014 has
resulted in the following changes to date.
Provisional
Revised fair value
fair reported Change
value at 31st in fair
acquired Dec 2014 value
GBP'000 GBP'000 GBP'000
---------- ------------ ----------
The Hayward Holding Group
Limited 7,281 7,257 24
Others 5,208 5,174 34
12,489 12,431 58
---------- ------------ ----------
These changes in fair values affected the following balance
sheet classes:
Provisional
Revised fair value
fair reported Change
value at 31st in fair
acquired Dec 2014 value
GBP'000 GBP'000 GBP'000
---------- ------------ ----------
Property, plant and equipment 738 727 11
Other intangible assets 3,967 3,978 (11)
Trade and other receivables 7,343 7,343 -
Cash and cash equivalents
* own cash 4,566 4,566 -
* fiduciary cash 6,589 6,589 -
Insurance payables (6,589) (6,589) -
Trade and other payables (4,586) (4,620) 34
Current taxation (216) (240) 24
Deferred taxation 260 260 -
Non-controlling interests 417 417 -
---------- ------------ ----------
12,489 12,431 58
---------- ------------ ----------
As at As at
30th June 31st
Goodwill calculation 2015 Dec 2014 Change
GBP'000 GBP'000 GBP'000
----------- ---------- ----------
Purchase consideration
* cash paid 44,726 44,784 (58)
* contingent consideration 2,955 2,955 -
* deferred consideration 568 572 (4)
----------- ---------- ----------
Total purchase consideration 48,249 48,311 (62)
Less: fair value of net
assets acquired 12,489 12,431 58
Less: equity movement on transactions
with non-controlling interest 6,667 6,725 (58)
Goodwill 29,093 29,155 (62)
----------- ---------- ----------
As at As at
30th 31st
June 2015 Dec 2014 Change
GBP'000 GBP'000 GBP'000
----------- ---------- ---------
Purchase consideration
settled in cash 44,726 44,784 (58)
Cash and cash equivalents - own
cash in subsidiaries acquired (4,566) (4,566) -
----------- ---------- ---------
40,160 40,218 (58)
Cash and cash equivalents - fiduciary
cash in subsidiaries acquired (6,589) (6,589) -
Cash outflow on acquisition 33,571 33,629 (58)
----------- ---------- ---------
20. Business combinations cont'd
Current period acquisitions
During the period the following new business acquisitions and
additional investments were completed:
Percentage
voting
Acquisition rights Cost
Notes date acquired GBP'000
------- ------------- ----------- ---------
Liberty Asset Management
Group (LAM) i Jan 2015 100% 5,236
The Recovre Group Pty Ltd ii Mar 2015 100% 7,861
Acquisition of other new
businesses completed during Jan -
the period iii Jun 2015 - 6,178
Additional investments Jan -
in existing businesses iii Jun 2015 - 312
--------
19,587
---------------------------------------------------- ----------- ---------
i) Acquisition of Liberty Asset Management Group (LAM)
On 1st January 2015, the Group completed the acquisition of
Liberty Asset Management Limited and Freedom Trust Services Limited
in Ireland, a leading specialist in providing advice to companies
and trustee boards on employee benefit arrangements and individuals
on wealth management solutions. The acquired business contributed
revenue of GBP1,826,000 and a net loss, including acquisition and
integration costs incurred to date, of GBP109,000 to the Group for
the period since acquisition.
Goodwill calculation GBP'000
--------
Purchase consideration
* cash paid 5,236
Total purchase consideration 5,236
Less: fair value of net
assets acquired 1,974
Goodwill 3,262
--------
The assets and liabilities arising from the acquisition were as
follows:
Acquiree's
carrying
amount Fair value
GBP'000 GBP'000
----------- -------------
Other intangible assets - 366
Trade and other receivables 507 507
Cash and cash equivalents
* own cash 2,048 2,048
Trade and other payables (952) (952)
Current taxation (5) (5)
Deferred taxation 10 10
1,608 1,974
----------- -------------
GBP'000
--------
Purchase consideration
settled in cash 5,236
Cash and cash equivalents - own
cash in subsidiary acquired (2,048)
Cash outflow on acquisition 3,188
--------
As at 30th June 2015, the process of reviewing the fair values
of assets acquired had not been completed, consequently the fair
values stated above are provisional.
None of the goodwill recognised is expected to be deductible for
income tax purposes.
20. Business combinations cont'd
ii) Acquisition of The Recovre Group Pty Ltd
On 2nd March 2015, the Group acquired The Recovre Group Pty Ltd
in Australia, a leading national provider of Workplace Health &
Safety and Rehabilitation services. The acquired business
contributed revenue of GBP4,566,000 and a net loss, including
acquisition and integration costs incurred to date, of GBP357,000
to the Group for the period since acquisition. If the acquisition
had taken place on 1st January 2015, we estimate the contribution
to Group revenue would have been GBP6,629,000 and net loss,
including acquisition and integration costs incurred to date, would
have been GBP278,000.
Goodwill calculation GBP'000
--------
Purchase consideration
* cash paid 6,078
* contingent consideration 1,783
Total purchase consideration 7,861
Less: fair value of net
assets acquired 1,806
Goodwill 6,055
--------
The assets and liabilities arising from the acquisition were as
follows:
Acquiree's
carrying
amount Fair value
GBP'000 GBP'000
----------- -------------
Property, plant and equipment 588 588
Other intangible assets 62 979
Trade and other receivables 1,307 1,307
Cash and cash equivalents
* own cash 223 223
Trade and other payables (1,530) (1,530)
Deferred taxation 239 239
889 1,806
----------- -------------
GBP'000
--------
Purchase consideration
settled in cash 6,078
Cash and cash equivalents - own
cash in subsidiary acquired (223)
Cash outflow on acquisition 5,855
--------
As at 30th June 2015, the process of reviewing the fair values
of assets acquired had not been completed, consequently the fair
values stated above are provisional.
The contingent consideration of GBP1,783,000 is based upon
expected revenues for periods ending up to two years following
completion. It also includes a retention payment. The maximum
amount of contingent consideration has been provided for.
None of the goodwill recognised is expected to be deductible for
income tax purposes.
20. Business combinations cont'd
iii) Other acquisitions and additional investments
Goodwill calculation GBP'000
--------
Purchase consideration
* cash paid 5,290
* deferred consideration 120
* contingent consideration 1,080
Total purchase consideration 6,490
Less: fair value of net
assets acquired 1,140
Less: equity movement on transactions with
non-controlling interests 133
--------
Goodwill 5,217
--------
The assets and liabilities arising from acquisitions were as
follows:
Acquiree's
carrying
amount Fair value
GBP'000 GBP'000
----------- -------------
Property, plant and equipment 217 217
Other intangible assets - 520
Trade and other receivables 1,076 1,076
Cash and cash equivalents
* own cash 1,227 1,227
Trade and other payables (1,747) (1,747)
Finance lease liabilities (12) (12)
Current taxation (69) (69)
Deferred taxation (30) (30)
Non-controlling interests (42) (42)
----------- -------------
620 1,140
----------- -------------
GBP'000
--------
Purchase consideration
settled in cash 5,290
Cash and cash equivalents - own
cash in subsidiary acquired (1,227)
Cash outflow on acquisition 4,063
--------
As at 30th June 2015, the process of reviewing the fair values
of assets acquired had not been completed, consequently the fair
values stated above are provisional.
The contingent considerations of GBP1,080,000 and the deferred
considerations of GBP120,000 consist of a number of considerations
none of which are individually material.
None of the goodwill recognised is expected to be deductible for
income tax purposes.
20. Business combinations cont'd
Group summary of the net assets acquired and goodwill
LAM Recovre Others Total
GBP'000 GBP'000 GBP'000 GBP'000
--------- --------- --------- ---------
Purchase consideration
* cash paid 5,236 6,078 5,290 16,604
* contingent consideration - 1,783 1,080 2,863
* deferred consideration - - 120 120
--------- --------- --------- ---------
Total purchase consideration 5,236 7,861 6,490 19,587
Less: fair value of net assets
acquired 1,974 1,806 1,140 4,920
Less: equity movement on transactions
with non-controlling interests - - 133 133
--------- --------- --------- ---------
Goodwill on acquisitions occurring
during the period 3,262 6,055 5,217 14,534
--------- --------- --------- ---------
Impact of revision to fair value adjustment
in relation to acquisitions completed
in 2014 (62)
---------
Net increase in goodwill 14,472
---------
Impact of revisions to
deferred consideration (58)
Impact of additional investments 133
---------
Net decrease in equity 75
---------
Group summary of cash flows
LAM Recovre Others Total
GBP'000 GBP'000 GBP'000 GBP'000
--------- --------- --------- ---------
Purchase consideration
settled in cash 5,236 6,078 5,290 16,604
Cash and cash equivalents - own cash
in subsidiaries acquired (2,048) (223) (1,227) (3,498)
Cash outflow on acquisitions
during the period 3,188 5,855 4,063 13,106
--------- --------- --------- ---------
Impact of revision to fair value
adjustment on cash in relation
to acquisitions completed in
2014 (58)
-----------
Net cash outflow on acquisitions
during the period 13,048
-----------
21. Business disposals
During the period the Group completed disposals, none of which
were individually significant.
Group summary of the net assets and proceeds of disposal
Total
GBP'000
---------
Goodwill 719
Cash and cash equivalents
* own cash 138
Non-controlling interests 195
Equity movement on transaction
with non-controlling interest 2,061
3,113
Loss on disposal (607)
Proceeds on disposal 2,506
---------
Deferred proceeds 2,381
Cash inflow on disposal
during the period 125
---------
Total consideration 2,506
---------
Group summary of cash flows
Total
GBP'000
---------
Disposal consideration
settled in cash 125
Cash and cash equivalents - own cash
in subsidiaries disposed (138)
---------
Cash outflow on disposal during
the period (13)
---------
22. Retirement benefit obligations
The Group operates a number of pension schemes throughout the
world, the most significant of which are of the defined benefit
type and operate on a funded basis. The principal pension schemes
are the Jardine Lloyd Thompson UK Pension Scheme, the JLT (USA)
Incentive Savings Plan, the JLT (USA) Employee Retirement Plan, the
JLT (USA) Stable Value Plan, the Pension Plan for Employees of
Jardine Lloyd Thompson Canada Inc and the Jardine Lloyd Thompson
Ireland Limited Pension Fund.
The pension costs accrued for the period are comprised as
follows:
6 months ended 30th 6 months ended 30th
June 2015 June 2014
------------------------------- -------------------------------
UK Overseas Total UK Overseas Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
--------- --------- --------- --------- --------- ---------
Defined benefit schemes - 1,311 1,311 - 58 58
Defined contribution schemes 11,020 7,985 19,005 9,781 8,273 18,054
--------- --------- --------- --------- --------- ---------
11,020 9,296 20,316 9,781 8,331 18,112
--------- --------- --------- --------- --------- ---------
The amounts recognised in the consolidated income statement are
as follows:
UK Scheme Overseas Schemes Total
-------------------- -------------------- --------------------
6 months 6 months 6 months 6 months 6 months 6 months
ended ended ended ended ended ended
30th 30th 30th 30th 30th 30th
June June June June June June
2015 2014 2015 2014 2015 2014
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
--------- --------- --------- --------- --------- ---------
Service cost - - (1,311) - (1,311) -
Curtailment gain - - 491 - 491 -
Expenses (79) - (39) (58) (118) (58)
--------- --------- --------- --------- --------- ---------
Total (included within
salaries and associated
expense) (79) - (859) (58) (938) (58)
Interest cost (11,168) (13,163) (1,311) (1,317) (12,479) (14,480)
Expected return on assets 8,304 10,337 990 1,204 9,294 11,541
--------- --------- --------- --------- --------- ---------
Total (included within
finance costs) (2,864) (2,826) (321) (113) (3,185) (2,939)
Expense before taxation (2,943) (2,826) (1,180) (171) (4,123) (2,997)
--------- --------- --------- --------- --------- ---------
The amounts disclosed in respect of both the UK and Overseas
defined benefit schemes ("the Schemes") have been projected from
previous valuations of the schemes. They do not represent the
results of a full actuarial valuation. In respect of 30th June 2015
the Group has updated its assumption regarding the discount rate
applicable to the Scheme liabilities in line with current market
information.
22. Retirement benefit obligations cont'd
The amounts included in the consolidated statement of
comprehensive income are as follows:
6 months ended 30th June 2015
------------------------------------------------
UK Scheme Overseas Schemes Total
----------------- ------------------- --------
GBP'000 % GBP'000 % GBP'000
-------- ------- ----------- ------ --------
Actual return less expected return
on Scheme assets (3,177) 842 (2,335)
% of period end market value
of Scheme assets (0.7%) 1.7%
Experience gains arising on Scheme
liabilities (1) 2,326 1,455 3,781
% of period end present value
of Scheme liabilities (1) 0.4% 2.5%
Changes in assumptions underlying
the present value of the Scheme
liabilities 18,518 3,425 21,943
% of period end present value
of Scheme liabilities 3.0% 5.8%
-------- ------- ----------- ------ --------
Actuarial gains recognised in
reserves (2) 17,667 5,722 23,389
-------- ------- ----------- ------ --------
% of period end present value
of Scheme liabilities 2.9% 9.7%
-------- ------- ----------- ------ --------
UK Scheme Overseas Schemes Total
---------------------- -------------------- ----------------------
As at As at As at As at As at As at
30th 30th 30th 30th 30th 30th
June June June June June June
2015 2014 2015 2014 2015 2014
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
---------- ---------- --------- --------- ---------- ----------
Defined benefit obligation
Present value of funded
obligations (614,462) (606,769) (59,114) (63,656) (673,576) (670,425)
Fair value of plan assets 467,146 466,992 48,466 54,903 515,612 521,895
Net liability recognised
in the balance sheet (147,316) (139,777) (10,648) (8,753) (157,964) (148,530)
---------- ---------- --------- --------- ---------- ----------
Total
----------------------
As at As at
30th 30th
June June
2015 2014
GBP'000 GBP'000
---------- ----------
Defined benefit obligation
Retirement benefit surpluses 559 782
Retirement benefit obligations (158,523) (149,312)
Net liability recognised
in the balance sheet (157,964) (148,530)
---------- ----------
UK Scheme Overseas Schemes Total
---------------------- -------------------- ----------------------
As at As at As at As at As at As at
30th 30th 30th 30th 30th 30th
June June June June June June
2015 2014 2015 2014 2015 2014
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
---------- ---------- --------- --------- ---------- ----------
Reconciliation of defined
benefit liability
Opening defined benefit
liability (162,620) (125,018) (16,415) (5,609) (179,035) (130,627)
Exchange differences - - 312 254 312 254
Pension expense (2,943) (2,826) (1,180) (171) (4,123) (2,997)
Employer contributions 580 750 913 756 1,493 1,506
Total gain/(loss) recognised
in reserves (2) 17,667 (12,683) 5,722 (3,983) 23,389 (16,666)
Net liability recognised
in the balance sheet (147,316) (139,777) (10,648) (8,753) (157,964) (148,530)
---------- ---------- --------- --------- ---------- ----------
(1) Calculation is only done as part of the year-end valuation
of the schemes
(2) Amounts recognised in reserves have been taken through the
statement of comprehensive income
23. Related-party transactions
The Group has taken advantage of the exemption available under
IAS 24, "Related Party Disclosures", not to disclose details of
transactions with its subsidiary undertakings. For the period, the
Group's related parties are the same as those disclosed on page 135
of the Group's Annual Report for 2014. The basis of the
remuneration of the Directors and key management remains consistent
with that reported in the Group's Annual Report for 2014.
24. Principal risks
As with all businesses, the Group is exposed to a range of
financial and operational risks, not wholly within its control,
which could have a material impact on the Group's financial
performance.
The Group takes a holistic approach to risk management and the
control environment with the responsibility and accountability
shared across all the Group companies, and the ultimate
responsibility resting with the Board.
The principal risks to which the Group will be exposed in the
second half of the financial year are substantially the same as
those discussed on pages 41 and 42 of the Group's Annual Report for
2014. These are summarised below:
Principal Risks Nature of Risk
---------------------- -----------------------------------------------------------
STRATEGIC RISKS
Economic Instability JLT's business is more tied to economic activity
and growth rather than market rates, since greater
levels of corporate activity drive greater demand
for the Group's services.
Strategic Risks There are risks to the business model arising from
changes in external events, our markets and customer
behaviour as well as risks arising from mergers and
acquisitions.
---------------------- -----------------------------------------------------------
OPERATIONAL RISKS
Loss of Key The Group's core asset is its people. Therefore there
Staff is a risk that the organisation may not be able to
attract and retain market leading talent.
Business Interruption The Group operates from over 100 offices in 39 territories
across the world, each with a unique local environment.
There is a risk of a business interruption due to
a large external event.
Loss of IT The JLT businesses are reliant on the ability to
Environment process its transactions on behalf of its clients.
Risks arising from non-performance of an IT supplier,
malicious act, cyber crime and staff not following
Group IT policies and procedures.
Information Intermediaries and pension administrators retain
Security confidential data in the normal course of business.
Risk of loss of records, breach of confidentiality
or inadequate security measures need to be managed.
Errors and Intermediaries run a risk of incurring a loss if
Omissions the operating procedures in place across the Group
are not complied with or alleged negligence in provision
of services/advice becomes apparent.
Regulatory The JLT Group operates in a regulated environment
Sanctions / in many jurisdictions across the world. Risks arise
Financial Crimes from non-compliance with or misinterpretation of
local and international regulations and failure to
meet regulatory standards.
---------------------- -----------------------------------------------------------
FINANCIAL RISKS
Capital Risk Risks arising from an inability to maintain an efficient
and Liquidity capital structure and ensure an optimal cost of capital.
Foreign Currency The Group operates in 39 territories and incurs foreign
exchange exposures in the normal course of business.
Interest Rate Risk of adverse impact on earnings from net exposure
Risk to changes in interest rates.
Counterparty There is a risk to JLT if there is a failure of a
Risk key counterparty resulting in a loss of own cash,
fiduciary funds, investments and deposits, derivative
assets and trade receivables.
Defined Benefit Risk of adverse impact on the Balance Sheet and Income
Pension Scheme Statement as a consequence of an increase in the
defined benefit pension scheme deficit.
---------------------- -----------------------------------------------------------
25. Forward-looking statements
Certain statements in this interim report are forward-looking.
Although the Group believes that the expectations reflected in
these forward-looking statements are reasonable, it can give no
assurance that these expectations will prove to have been correct.
Because these statements involve risks and uncertainties, actual
results may differ materially from those expressed or implied by
these forward-looking statements.
The Group undertakes no obligation to update any forward-looking
statements whether as a result of new information, future events or
otherwise.
26. UK GAAP accounting framework
Following the publication of FRS 100, 'Application of financial
reporting requirements', by the Financial Reporting Council,
Jardine Lloyd Thompson Group plc is required to change its
accounting framework for its standalone and UK subsidiary financial
statements, which is currently UK GAAP, for its financial year
commencing 1st January 2015. The Board considers that it is in the
best interests of the group for Jardine Lloyd Thompson Group plc to
adopt FRS 101, 'Reduced disclosure framework'. No disclosures in
the current UK GAAP financial statements would be omitted on
adoption of FRS 101. A shareholder or shareholders holding in
aggregate 5% or more of the total allotted shares in Jardine Lloyd
Thompson Group plc can serve objections to the use of the
disclosure exemptions on Jardine Lloyd Thompson Group plc, in
writing, to its registered office, The St Botolph Building, 138
Houndsditch, London, England, EC3A 7AW not later than 30th
September 2015.
Statement of directors' responsibilities
The directors confirm that this consolidated interim financial
information has been prepared in accordance with IAS 34 as adopted
by the European Union and that the interim management report
includes a fair review of the information required by DTR 4.2.7 and
DTR 4.2.8, namely:
-- An indication of important events that have occurred during
the first six months and their impact on the condensed set of
financial statements, and a description of the principal risks and
uncertainties for the remaining six months of the financial year;
and
-- Material related-party transactions in the first six months
and any material changes in the related-party transactions
described in the last annual report.
The directors of Jardine Lloyd Thompson Group plc are listed in
the Annual Report of the Company for the year ended 31st December
2014.
On behalf of the Board
M T Reynolds
Finance Director
28th July 2015
Independent review report to Jardine Lloyd Thompson Group
plc
Report on the consolidated interim financial statements
Our conclusion
We have reviewed the consolidated interim financial statements,
defined below, in the interim results of Jardine Lloyd Thompson
Group plc for the six months ended 30 June 2015. Based on our
review, nothing has come to our attention that causes us to believe
that the consolidated interim financial statements are 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 Conduct Authority.
This conclusion is to be read in the context of what we say in
the remainder of this report.
What we have reviewed
The consolidated interim financial statements, which are
prepared by Jardine Lloyd Thompson Group plc, comprise:
-- the consolidated balance sheet as at the 30 June 2015;
-- the consolidated income statement and statement of
comprehensive income for the period then ended;
-- the consolidated statement of cash flows for the period then ended;
-- the consolidated statement of changes in equity for the period then ended; and
-- the explanatory notes to the consolidated interim financial statements.
As disclosed in note 1, the financial reporting framework that
has been applied in the preparation of the full annual financial
statements of the group is applicable law and International
Financial Reporting Standards (IFRSs) as adopted by the European
Union.
The consolidated interim financial statements included in the
interim results have been prepared in accordance with International
Accounting Standard 34, 'Interim Financial Reporting', as adopted
by the European Union and the Disclosure and Transparency Rules of
the United Kingdom's Financial Conduct Authority.
What a review of consolidated financial statements involves
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 enquiries, primarily of persons responsible for
financial and accounting matters, and applying analytical and other
review procedures.
A review is substantially less in scope than an audit conducted
in accordance with International Standards on Auditing (UK and
Ireland) and, consequently, does not enable us to obtain assurance
that we would become aware of all significant matters that might be
identified in an audit. Accordingly, we do not express an audit
opinion.
We have read the other information contained in the interim
results and considered whether it contains any apparent
misstatements or material inconsistencies with the information in
the consolidated interim financial statements.
Responsibilities for the consolidated interim financial
statements and the review
Our responsibilities and those of the directors
The interim results, including the consolidated interim
financial statements, is the responsibility of, and has been
approved by, the directors. The directors are responsible for
preparing the interim results in accordance with the Disclosure and
Transparency Rules of the United Kingdom's Financial Conduct
Authority.
Our responsibility is to express to the company a conclusion on
the consolidated interim financial statements in the interim
results based on our review. This report, including the conclusion,
has been prepared for and only for the company for the purpose of
complying with the Disclosure and Transparency Rules of the
Financial Conduct Authority and for no other purpose. We do not, in
giving this conclusion, accept or assume responsibility for any
other purpose or to any other person to whom this report is shown
or into whose hands it may come save where expressly agreed by our
prior consent in writing.
PricewaterhouseCoopers LLP
Chartered Accountants
27th July 2015
London
Notes:
(a) The maintenance and integrity of the Jardine Lloyd Thompson
Group plc website 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 website.
(b) Legislation in the United Kingdom governing the preparation
and dissemination of financial statements may differ from
legislation in other jurisdictions.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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