Final Results
Close Brothers Group PLC
24 September 2007
Embargoed for release 7.00 am on Monday 24th September, 2007
CLOSE BROTHERS GROUP plc
The specialist merchant banking group
announces record
FINAL RESULTS 2007
Financial Highlights
for the year ended 31st July, 2007
2007 2006
* Profit before tax £190m £157m +21%
* Earnings per share 90.4p 74.1p +22%
* Ordinary dividends per share 37.0p 32.5p +14%
* Special dividend per share 25.0p -
* Shareholders' funds (equity) £753m £662m +14%
* Total assets £5.4bn £4.8bn +12%
Operational Highlights
for the year ended 31st July, 2007
* Asset Management record profit of £78 million (before exceptionals, up 20%
to £35 million). FUM up 11% to £9.1 billion.
* Corporate Finance record profit of £22 million (2006: £17 million).
* Securities profit £44 million (2006: £48 million). Market share maintained.
* Banking profit £72 million (2006: £74 million). Bad debts remained low at
1.1% of loans.
Colin Keogh, Chief Executive, commenting on the results said:
"The group had a successful year with headline profit of £190 million including
exceptional investment gains and fees of some £43 million.
In the face of current market uncertainty, our long standing prudent approach to
liquidity and our broad spread of activities give us confidence in our
resilience and long term growth prospects."
Enquiries to:
Colin Keogh Close Brothers Group plc 020 7426 4000
Emma Burdett Maitland 020 7379 5151
Anthony Silverman Maitland 020 7379 5151
Webcast video interview with Colin Keogh, Chief Executive, Close Brothers Group
plc at www.closebrothers.co.uk and www.cantos.com
CLOSE BROTHERS GROUP plc
PRELIMINARY ANNOUNCEMENT OF AUDITED GROUP RESULTS
FOR THE YEAR ENDED 31ST JULY, 2007
The following is the full text of the preliminary announcement of results for
the financial year ended 31st July, 2007. The financial information in relation
to 31st July, 2007 has been extracted from the statutory accounts of the
company, which have yet to be adopted by shareholders at general meeting and
have yet to be filed with the Registrar of Companies.
CHAIRMAN AND CHIEF EXECUTIVE'S STATEMENT
The group had a successful year, with headline profit of £190 million (2006:
£157 million), 21% up on last year's record, and earnings per share of 90.4p
(2006: 74.1p). This result was after goodwill impairment of £4 million and has
benefited materially from unusually high investment gains and performance fees
of some £43 million. The group profit before tax and earnings per share,
excluding these items, were respectively some £151 million and 71.9p.
The board is recommending a final dividend of 25p per share (2006: 22p) making
total ordinary dividends for the year of 37p per share (2006: 32.5p), up 14% on
last year and reflecting our confidence in the long term future of the business.
In addition, given the exceptional returns from our private equity and property
businesses, the board is also recommending the payment of a special dividend of
25p per share this year.
OVERVIEW
Conditions during the financial year for our stock market related businesses
have been favourable. Our Asset Management division has performed exceptionally
well. We have benefited from high levels of activity in private equity, both
within this division and our Corporate Finance division where levels of M&A
activity have also been high.
Stock markets generally have shown healthy gains over the twelve months to 31st
July, 2007 and, although retail investor activity has not been pronounced, both
of our securities trading businesses delivered solid performances.
In our Banking division, high levels of liquidity have led to much aggressive
lending in the market. We have resisted the siren calls to participate in this
process. As a result, loan book growth has been difficult to achieve but the
incidence of bad debts has remained low and we maintained our margins.
Group operating income increased by 13% year on year, operating margin improved
somewhat to 31% (2006: 29%), and our expense income ratio fell to 65% (2006:
67%). Our pre-tax return on opening capital was 29% (2006: 27%).
CORPORATE DEVELOPMENTS
We have had an active period of corporate developments. Shortly after the year
end we purchased a 49.9% interest in Mako Global Derivatives Executive LLP
("Mako") from its management. Mako is a leading market-maker in exchange traded
derivatives, principally fixed interest and equity indices futures and options.
It is active on the LIFFE, Euronext and Chicago derivatives exchanges and has
around 100 employees.
During the year we acquired Aon's multi-manager fund management business and
also the fund administration business of Scotiabank in the Cayman Islands.
We also reviewed opportunities for a number of larger transactions in all areas
of our business although, especially in the asset management area, the market
was very competitive and prices high in our opinion and we have not been
prepared to purchase where we have not seen value.
We also increased our shareholding in PLUS Markets plc from 19% to 25% during
the year.
STRATEGY
It is our goal to deliver consistent, long term growth in profit and dividends
and we have developed a mix of distinctive, diverse and specialised financial
services businesses to achieve this. It is in the nature of any such group that,
at certain points in the cycle, some businesses will grow faster than others.
Over the past two years, our growth has been driven by Asset Management, the
impact of which is demonstrated in the mix analysis of operating profit shown
below:
2007 2006 2005
-------- -------- --------
£m % £m % £m %
Asset Management 78 36 38 22 32 21
Corporate Finance 22 10 17 9 10 7
Securities 44 21 48 27 36 24
Banking 72 33 74 42 70 48
-------------------------------------------------------------------------------
216 100 177 100 148 100
-------------------------------------------------------------------------------
Our policy of diversification has proved successful over many years. Our Banking
division, which is capital intensive, has a steady long term growth record. Our
Corporate Finance and Securities divisions have more fluctuating profit streams
but are highly cash generative, whilst Asset Management is an area with good
growth prospects.
In our Asset Management division we have substantially reorganised and reshaped
our operations over the past two years. This process continues and we intend to
increase our scale in all areas, particularly on the funds side. We have a good
platform for future growth.
Our Corporate Finance division remains firmly focused on strengthening its
position in the European market, where demand for our services as providers of
independent financial advice to both listed companies and to the private equity
industry, remains strong. Like our other businesses, we see real strength in the
diversity of our activities, with M&A, restructuring, debt advice and
specialist IPO and pensions advice all core activities.
Winterflood Securities ("Winterflood") remains at the heart of our Securities
division and we see good opportunities for growth on the back of its strong
franchise in the securities market. Our investment trust broking team has shown
the benefit of selective integration and we will be looking for opportunities to
offer similar services in other areas. The strong position we have developed
with Winterflood has enabled us to develop a more broadly based securities
business which now includes Close Brothers Seydler ("Seydler"), our German
market-making and broker dealer business, our investment in PLUS Markets plc
and, more recently, our investment in Mako which gives us access to the fast
growing derivatives trading market.
In our Banking division we continue to focus on existing markets for growth, to
seek out new areas of specialist lending either by acquisition or by backing new
teams and to look for opportunities to take our specialist banking skills into
other European markets. In the short term this focus on new growth areas will
increase our costs but we are confident that in the medium term the division's
historical growth rate will be restored. In the meantime we remain firmly of the
view that we should not be chasing volume growth at the expense of margin or
quality.
We continue to look for acquisition opportunities to add value for our
shareholders in all our areas of activity.
RESULTS
Asset Management
Our Asset Management division had a remarkable year. Headline profit was up over
100% to £78 million and Funds Under Management ("FUM") rose 11% to £9.1 billion.
Private equity and property related gains and performance fees have been a
regular component of our Asset Management profit, though never on the scale of
this year. Exceptional investment gains and performance fees of £43 million
include an acceleration of realisations, which we would otherwise have expected
over the next few years. Accordingly, we expect future results to include a
lower than normal level of such gains. Excluding these gains, the profit of this
division, on a like for like basis, grew by 20% and, despite current uncertain
markets, we remain confident about the continuing growth of our Asset Management
division.
Corporate Finance
After a quiet first quarter we had a very busy last nine months and produced a
record profit of £22 million, some 29% ahead of last year. This has been driven
particularly by highly active private equity markets in the UK and Continental
Europe. Our operations in London, Frankfurt and Paris all delivered record
performances. Whilst the M&A market has been exceptionally strong, restructuring
has been correspondingly quieter.
We entered our new financial year with a good pipeline, however the outlook,
including the timing of closing deals, is likely to be impacted by current
market volatility.
Securities
Profit in our Securities division was down 8% to £44 million. In the UK,
Winterflood's dealing margins were up slightly on steady bargain volumes, after
three years of overall decline.
In trading terms, Seydler had a good year but, although the new issue market
picked up in our second half, the year as a whole, as expected, was quieter
than last year.
Volatile markets in the UK have led to a busy and challenging, but profitable
start to the new financial year for Winterflood. Seydler has started better
than last year.
Banking
Our Banking division had another flat year in which profit fell slightly to £72
million. We have deliberately chosen not to seek to grow our loan book at the
expense of margin or underwriting quality. We believe that the recent well
publicised credit and liquidity issues in the financial markets will prove this
decision to have been correct. We have the building blocks in place to
enable our Banking division to return to its historical growth rate.
CAPITAL
Our group has always been well capitalised and soundly financed, and with recent
record results this strong position has been further reinforced. The board is
quite clear that it wants to maintain our long standing conservative approach to
liquidity and funding which has held us in good stead for many years. We were
pleased to obtain a credit rating upgrade for the Bank from Moody's during the
year to a long term rating of A2 and a short term rating of P1.
We estimate that we have in the order of some £150 million to £200 million of
capital in excess of that which is essential to provide a prudent margin over
regulatory requirements and those under Basle II and to fund organic growth. We
are in discussion with the Financial Services Authority concerning our capital
requirements under the new Basle II regime. Our current expectation is that the
impact of the new rules will not be material.
We have a history of making successful "bolt on" acquisitions and of investing
in businesses close to areas in which we already operate. Until recently, the
climate has not, for us, been conducive to making such value enhancing
acquisitions. We believe that this is now changing and that therefore it is
important to retain an unquestionably strong balance sheet to ensure the
flexibility to be able to move quickly to secure transactions should the
opportunity arise. We also recognise the potential attraction of using some of
our resources to buy back our own shares. We have the relevant authority in
place to do so and will keep the matter under review.
BOARD CHANGES
As already announced, after 30 years with the company and in his 60th year our
joint managing director and finance director, Peter Winkworth, will be stepping
down from the board at the end of September 2007.
Peter Buckley, who has been a non-executive director for twelve years, will be
retiring from the board before the end of the calendar year 2007. He is chairman
of Caledonia Investments plc, which has been our largest shareholder for nearly
two decades.
A special thank you from the board to both of them is given in the tributes.
James Williams, who has been a non-executive director for three years, will also
retire from the board at the forthcoming Annual General Meeting. We thank him
for his contribution to the group and his guidance to our Asset Management
division.
Jamie Cayzer-Colvin, aged 42, is expected to join as a non-executive director
when Peter Buckley retires. He is an executive director of Caledonia, our
largest shareholder, and will therefore not be regarded as an independent
director for the purposes of the Combined Code.
OUTLOOK
The diversity of Close Brothers is a key strength and has underpinned our long
term growth record over many years.
Our new financial year has started with credit and liquidity issues dominating
financial markets. We are not sorry to see the probable end of easy credit and
we believe that this change in climate could see an increase in acquisition
opportunities and also benefit our conservatively financed Banking division.
In the face of current market uncertainty, our long standing prudent approach to
liquidity and our broad spread of activities give us confidence in our
resilience and long term growth prospects.
TRIBUTE TO PETER WINKWORTH
In January 1977 Peter Winkworth joined the management team of the fledgling
Close Brothers, which then had just a handful of employees and only £1 million
of capital. As one of three founding executive directors he has played a key
role in creating the strategy and building up the group to its current position.
Today Close Brothers is a diverse financial group with more than 2,500 staff and
£750 million capital. It is one of the top 200 companies listed on the London
Stock Exchange and has just reported a record year.
Peter has been an outstanding finance director with an enviable track record. He
has been at the heart of our development for more than 30 years. His integrity,
energy, robustness of argument, clarity of view and, above all, sound judgement
are hallmarks which we will all miss.
TRIBUTE TO PETER BUCKLEY
In 1987 Close Brothers was developing fast and required more capital. Alongside
a conventional rights issue, we also sourced fresh funds from a direct placing
with Caledonia, where Peter Buckley was our principal point of contact. Since
that time Caledonia has supported us in many ways and has been our largest
shareholder for many years.
Peter's contribution to Close Brothers has been immeasurable and he has been a
supportive guiding hand for more than 20 years. His courteous manner, financial
acumen and commonsense approach to business will be much missed and we wish him
well in his continued roles as chairman of Caledonia and president of The Royal
Horticultural Society.
REVIEW OF OPERATIONS Overview
Close Brothers is a diversified financial services group with four divisions:
Asset Management, Corporate Finance, Securities and Banking. Our core strategy
is to develop a diversified group of distinctive and specialist businesses in
order to provide for our shareholders, over time, consistent growth in profit
and dividends. The success of this strategy is evidenced by the long run
compound annual growth rate in profit and dividends of 13% and 12% respectively.
We are confident that, over time, with our current mix of businesses, we can
maintain this average growth rate.
Each of our divisions has a clear strategy for growth and we anticipate that an
increasing proportion of our profit will, over time, come from our overseas
operations.
Key Performance Indicators ("KPIs") used in managing the group are shown below.
These and other measures are also used in each of our operating divisions. Given
the different activities of our businesses there are significant variations in
these KPIs between divisions so the blended rate reported at the group level
will be influenced by our earnings mix.
07 06 05
% % %
Return on opening capital 29 27 24
-------------------------------------------------------------------------------
Operating margin 31 29 29
-------------------------------------------------------------------------------
Expense/income ratio 65 67 67
-------------------------------------------------------------------------------
Compensation ratio 42 43 43
-------------------------------------------------------------------------------
10 year CAGR* profit** 13 13 13
-------------------------------------------------------------------------------
10 year CAGR* dividends 12 13 13
-------------------------------------------------------------------------------
Capital adequacy ratio***: Group 25 24 22
-------------------------------------------------------------------------------
Capital adequacy ratio***: Bank 14 15 15
-------------------------------------------------------------------------------
* Compound Annual Growth Rate.
** Profit before tax.
*** At 31st July including audited profit but before dividends payable.
Our diversity, specialisation and focus on high margin business provide the
bases for consistent growth with attractive returns on capital and operating
margins. We use these ratios to measure the success of our strategy and the
quality of stewardship of our shareholders' funds.
It has always been our policy to be well capitalised and soundly financed whilst
nonetheless delivering a high return on capital. We would therefore expect to
have capital adequacy ratios well in excess of minimum regulatory requirements
even before taking account of the need to fund our non regulated activities and small
acquisitions. The capital adequacy ratio at 31st July, 2007 of the group was
25.3% (2006: 24.2%) and for Close Brothers Limited was 13.6% (2006: 15.2%).
We do not expect any significant change in our regulatory capital requirement as
a result of Basle II.
REVIEW OF OPERATIONS Asset Management
Equity market conditions were generally favourable with the UK FTSE All-Share
Index up 9.5% over the twelve months to 31st July, 2007. Against this backdrop,
our Asset Management division had a remarkable year, producing a record profit
of £78 million. This includes exceptional investment gains and performance fees
of some £43 million which arose due to an acceleration of realisations which we
would otherwise have expected over the next few years.
We expect future results to include a lower than normal level of investment
gains and performance fees. Excluding these gains, the profit for this division,
on a like for like basis, grew by 20%. Accordingly, our Asset Management
division is well placed as a key driver of earnings growth for the group.
07 06
£m £m
Income 199 140
Costs 121 102
------------------------------------------------------------------------------
Profit 78 38
------------------------------------------------------------------------------
The underlying profit of our Asset Management division before exceptional gains
was £35 million (2006: £29 million).
FUM grew by 11% to £9.1 billion as shown below:
Private
clients Funds Total
£m £m £m
1st August, 2006 2,684 5,527 8,211
------------------------------------------------------------------------------
New funds raised 1,073 975 2,048
Redemptions, realisations and withdrawals (332) (1,355) (1,687)
------------------------------------------------------------------------------
Net new funds 741 (380) 361
Acquisitions - 679 679
Discontinued activities - (630) (630)
Market movement 163 364 527
------------------------------------------------------------------------------
31st July, 2007 3,588 5,560 9,148
------------------------------------------------------------------------------
Our mix of asset classes remains steady and is a key strength that we will
maintain.
During the year we exited our investment trust funds administration business
(FUM: £575 million) as well as our small technology fund management business
(FUM: £55 million). We have been active in the property market where concerns
about the commercial property market in particular meant that we were happier
realising investments for clients (to the tune of over £300 million) than
raising new funds. We have also made significant realisations in our very
successful private equity Fund VI. Fund inflows have been particularly strong in
our private client business, reflecting the hiring of additional teams of fund
managers at the end of our last financial year and strong business development.
As the new teams settle down we would expect the rate of net new money inflows
to revert to more normal levels.
KPIs for our Asset Management division were:
07 06
% %
Operating margin 39 27
------------------------------------------------------------------------------
Expense/income ratio 61 73
------------------------------------------------------------------------------
Compensation ratio 43 46
------------------------------------------------------------------------------
Net new funds*/opening FUM 4.4 6.3
------------------------------------------------------------------------------
*Net new funds excluding acquisitions and discontinued activities.
Excluding the exceptional gains, our KPIs are on target, with the exception of
net new funds/opening FUM, which we expect to improve this coming year.
Fund performance has been good with more than two thirds of our funds performing
in the top two quartiles or beating their benchmarks.
Our private client operations had a good year and are now operating as a more
integrated business under the name Close Wealth Management Group. We continue to
fund the cost of new teams through the profit and loss account.
Our Cayman Islands' operation has had an excellent year, with good prospects
enhanced by the acquisition of Scotiabank's representative banking, agency and
fund administration businesses.
On our funds side we have also made progress in Close Investments where we now
have a clear focus on four main areas, property, multi-manager, structured and
specialist products and hedge funds of funds. The acquisition of the Aon Asset
Management business during the year brought further scale to our multi-manager
offering.
Our private equity businesses have enjoyed a record year of successful
realisations. Particular highlights were the CBPE Fund VI exits from Moody
International, Minova and V Ships.
The integration within our private client and funds businesses is designed to
benefit clients by simplifying our external presentation and providing easier
access to a broader range of products and services. In addition it benefits the
division by improving asset gathering capability, strengthening investment
resources and enhancing efficiency and performance over time. Considerable
progress has been made over the last twelve months in developing the strategy,
investment process and infrastructure required to produce further growth and
greater scalability. This will continue in the next twelve months.
REVIEW OF OPERATIONS Corporate Finance
Our Corporate Finance division has had another excellent year, taking advantage
of a very strong M&A market to reach a record breaking level of income and
profitability.
Income was up by 26% to £77 million and profit before tax up by 29% to £22
million.
07 06
£m £m
Income 77 61
Costs 55 44
-------------------------------------------------------------------------------
Profit 22 17
-------------------------------------------------------------------------------
M&A activity was the dominant theme in our principal offices in the UK, France
and Germany representing over 70% of our income.
This year saw us advise on a significant number of high profile and high value
transactions. The surge in private equity activity provided a number of
attractive opportunities for us. These included advising Saga Holdings Limited
on its ownership options, which culminated in its £6.2 billion combination with
the AA. Another UK highlight was the £280 million disposal by Electra Partners
of Capital Safety Group, the world leader in personal fall protection and rescue
equipment, to Candover Partners.
Internationally, we advised AXA Private Equity on its acquisition of a majority
stake in CABB GmbH, a German speciality chemicals company, and Milestone Capital
on the sale of Groupe 5aSec, the leading French provider of textile care
services, to ING Parcom Private Equity and management.
Our Debt Advisory business was also active on private equity transactions in the
year in the UK, France and Germany.
In the quoted sector, major transactions included advice to Enterprise plc on
its £491 million takeover by 3i plc and to Alpha Airports Group plc on its £194
million takeover by Autogrill S.p.A. of Italy. In Germany, we advised Fujitsu
Services of Japan on the €105 million public offer for TDS
Informationstechnologie AG.
Our Restructuring business was busy on a number of transactions, examples of
which were the €900 million refinancing of Ontex International NV and the £1.1
billion restructuring of The Polestar Company Limited.
As these transactions demonstrate, there is a significant international aspect
to our work. With this in mind, we continue to pursue our long term strategic
objective of strengthening our international base and during the year increased
our stake in our French subsidiary from 50% to 83% with a further commitment to
acquire the remaining 17% in April 2008. We also entered into a strategic
alliance with Allegro Advisors, an independent investment bank in India, who
became members of the Close Brothers Network, our worldwide investment banking
network.
The KPIs for the Corporate Finance division were:
07 06
% %
Operating margin 29 28
-------------------------------------------------------------------------------
Expense/income ratio 71 72
-------------------------------------------------------------------------------
Compensation ratio 57 56
-------------------------------------------------------------------------------
The KPIs reflect a strong performance where costs have been kept under close
control while income has reached record levels.
On 14th August, 2007 we announced the appointment of Stephen Aulsebrook as the
new chief executive of the Corporate Finance division.
Our Corporate Finance business has the strength in depth to make continued
progress and we are confident of the prospects for long term growth both in the
UK and internationally.
REVIEW OF OPERATIONS Securities
This division comprises Winterflood and Seydler. Shortly after the year end we
acquired a 49.9% holding in the exchange traded derivatives market-maker, Mako.
Winterflood remains the leading liquidity provider in UK equities and bonds to
the retail stock broking community. Seydler is a Frankfurt based broker dealer
in domestic German and international bonds and equities. It is also a leading
designated sponsor of small and mid-sized German companies with some 160
corporate relationships.
07 06
£m £m
Income 128 134
Costs 84 86
-------------------------------------------------------------------------------
Profit 44 48
-------------------------------------------------------------------------------
Our operating margin decreased slightly to 34%, caused mainly by a non-trading
£3 million provision made by Seydler this year to cover a possible regulatory
customer protection levy. Our underlying operating margin excluding this cost
improved slightly to 37% (2006: 36%).
KPIs for the Securities division were:
07 06
% %
Operating margin 34 36
-------------------------------------------------------------------------------
Expense/income ratio 66 64
-------------------------------------------------------------------------------
Compensation ratio 35 40
-------------------------------------------------------------------------------
For Winterflood, market conditions were remarkably similar to last year in terms
of bargain numbers of 6.9 million (2006: 7.3 million), overall revenue of £103
million (2006: £104 million) and profit of £40 million (2006: £39 million). It
was pleasing to note that, after three years of decline, 2007 saw a slight
increase in overall profit per bargain, driven mainly by good performance in the
investment trust book. Fee levels were slightly up on last year.
The market in which Winterflood operates has changed significantly in the last
few years with the move toward more order driven securities trading. The success
with which Winterflood has adapted to changing market conditions is a tribute to
the skill of our traders and the robustness of our business model. Winterflood
remains a committed provider of liquidity to the retail, and increasingly, the
institutional market, either order or quote driven. We remain firmly of the view
that for the large number of less liquid stocks the order driven system is not
optimal and that the traditional quote driven system remains the best way to
provide certainty of price and execution.
We have been greatly encouraged by the success of the investment trust team and
their ability to develop their business off the back of the Winterflood
platform. We are seeking opportunities to replicate this success in other areas.
Michael Hines, Chief Executive, Securities, will be retiring from Winterflood
at the end of the current financial year after 42 years in the securities
business. Julian Palfreyman will then become chief executive of Winterflood.
For Seydler, market-making activity has been running at better levels than last
year but in the first six months, as expected, the important new issue market
was much quieter than last year. This market picked up in our second half but
underlying profit of £7 million was still some 20% below last year's strong
performance. In addition, we have decided to provide £3 million against a
possible regulatory customer protection levy relating to the failure of a German
retail fund business several years ago prior to our acquisition of Seydler.
Seydler continues to occupy a strong position in the Frankfurt market and
opportunities exist to increase our market-making activities. We also see
opportunities to enhance the service we provide to our corporate clients and
are planning to establish a London based team to give these clients access to
the UK's capital markets.
REVIEW OF OPERATIONS Banking
Our Banking division provides specialist lending and treasury services to small
businesses in the UK, Ireland, the Channel Islands, Germany and recently Spain.
Overall our loan book has grown from £1.86 billion to £1.96 billion although
profit has dipped slightly to £72 million.
The general market for our Banking businesses has been one of high levels of
liquidity and consequent strong competition for assets. Against this background
we have held to our stated policy of not chasing volume at the expense of
margin.
07 06
£m £m
Income 198 199
Costs 126 125
-------------------------------------------------------------------------------
Profit 72 74
-------------------------------------------------------------------------------
KPIs for our Banking division were:
07 06
% %
Operating margin 36 37
-------------------------------------------------------------------------------
Expense/income ratio 53 53
-------------------------------------------------------------------------------
Compensation ratio 30 31
-------------------------------------------------------------------------------
Return on opening capital 27 30
-------------------------------------------------------------------------------
Bad debt/average loans 1.1 1.0
-------------------------------------------------------------------------------
Return on average loans 3.7 3.8
-------------------------------------------------------------------------------
All KPIs were on target, albeit that it was another flat year for growth in
profit and for our customer loan book. Total assets of our Banking division grew
by some 17% as our Treasury operation concluded another successful year in
growing the level of customer deposits. In addition to this, we continued to put
in place long term committed facilities from lending banks and other
institutions. As a result, our balance sheet remains highly liquid and our
funding sources are diverse.
The headline figures for our customer loan book mask a great deal of underlying
activity and some changes in the mix of our portfolio of businesses. Significant
features of the year include:
• Another year of insurance premium deflation saw our customer loan book
in this area fall by 10% from £385 million to £348 million. Although our
case count was broadly unchanged, and costs and bad debt were well
controlled, our net income from this area fell during the year. However, we
remain confident that this is a business which can generate significant
future growth in profitability.
• Our Property Finance team had an excellent year with an increase in
their loan book of over 50% to £306 million. Our lending in this area
remains well spread by borrower and geographically, and this diversification
will help us in a market which is showing increasing variation in regional
market conditions.
• In our commercial asset finance operations there continued to be a
change in the mix of underlying assets financed. Lending in our Transport
and Engineering business grew by 14% during the year to £358 million as new
teams contributed additional business, which bodes well for the future
growth of this area. Our restructured print finance business saw its loan
book fall, but profit grew as it focused on more profitable lines of
activity.
• The incidence of bad debt throughout our loan book has been
satisfactorily low. This is evidenced by the charge to the profit and loss
account, expressed as a percentage of average customer loans, which remained
below our long term average, at 1.1%. This charge is very comfortably
covered by the level of pre-bad debt, pre-tax profit of 4.8%, a cover of
more than 4 times.
We continue to invest capital and senior management time in seeking out new
areas of activity, both in the UK and abroad. Start-ups, and the identification
of suitable new teams who can bring specialist lending skills, take time to bear
fruit. We have resisted the temptation to acquire banking businesses which would
dilute the strong long term performance which we have achieved in this area.
Nevertheless, we believe there continue to be interesting opportunities for us
to grow and diversify our specialist lending operations. Examples during the
year of new ventures included our first overseas property financing, a detailed
investigation of the opportunities for insurance premium finance outside the UK,
the launch of an invoice discounting business in Ireland and our first asset
finance transactions outside the UK. Not all these projects will necessarily be
successful and during the year we suspended the operations of Close Mortgages,
our specialist mortgage lender, in the light of uneconomic returns available in
this sector.
Looking ahead, we can see that the long term rate of growth in our loan book
should be restored. We continue to achieve a strong operating margin of 36% and
a consistent pre-tax return on the gross loan book of 3.7%.
CONSOLIDATED INCOME STATEMENT
for the year ended 31st July, 2007
2007 2006
£'000 £'000
Interest and similar income 312,997 281,926
Interest expense and similar charges 165,632 137,624
------------------------------------------------------------------------------
Net interest income 147,365 144,302
------------------------------------------------------------------------------
Fees and commissions income 360,786 302,919
Fees and commissions expense (54,091) (48,913)
Gains less losses arising from dealing in securities 115,525 122,339
Other operating income 37,213 15,627
------------------------------------------------------------------------------
Other income 459,433 391,972
------------------------------------------------------------------------------
Operating income 606,798 536,274
------------------------------------------------------------------------------
Administrative expenses 376,323 346,256
Depreciation and amortisation 15,083 14,083
Impairment losses on loans and advances 21,541 18,621
Impairment losses on goodwill 3,659 -
------------------------------------------------------------------------------
Total operating expenses 416,606 378,960
------------------------------------------------------------------------------
Operating profit on ordinary activities before tax 190,192 157,314
Tax 53,517 45,280
------------------------------------------------------------------------------
Profit on ordinary activities after tax 136,675 112,034
Profit attributable to minority interests 3,731 3,436
------------------------------------------------------------------------------
Profit attributable to the shareholders of the company 132,944 108,598
------------------------------------------------------------------------------
Basic earnings per share on profit attributable
to shareholders 90.4p 74.1p
Diluted earnings per share 89.8p 73.8p
Ordinary dividends per share 37.0p 32.5p
Special dividend per share 25.0p -
All income and profits are in respect of continuing operations.
CONSOLIDATED BALANCE SHEET
at 31st July, 2007
2007 2006
£'000 £'000
Assets
Cash and balances at central banks 1,631 1,272
Settlement accounts 624,935 628,305
Loans and advances to customers 1,962,443 1,862,023
Loans and advances to banks 577,928 510,691
Debt securities and equity shares - long trading
positions 116,672 116,689
Financial instruments classified as available for sale 775,244 312,788
Certificates of deposit classified as loans and
receivables 823,606 833,655
Equity shares valued at fair value through profit or
loss 16,548 30,190
Floating rate notes held to maturity 27,918 23,817
Loans to money brokers against stock advanced 114,294 156,420
Other receivables 57,890 88,474
Property, plant and equipment 37,422 42,549
Intangible assets - goodwill 113,181 109,807
Intangible assets - other 7,279 2,623
Deferred tax assets 27,773 25,362
Prepayments and accrued income 82,437 63,135
Derivative financial instruments 7,738 5,093
-------------------------------------------------------------------------------
Total assets 5,374,939 4,812,893
-------------------------------------------------------------------------------
Liabilities
Settlement accounts 484,465 573,671
Deposits by customers 2,302,688 1,843,074
Deposits by banks 160,567 168,378
Debt securities and equity shares - short trading
positions 66,955 76,238
Loans and overdrafts from banks 457,839 363,205
Promissory notes and other debt securities in issue 353,017 358,014
Loans from money brokers against stock advanced 185,035 157,356
Non-recourse borrowings 150,000 150,000
Subordinated loan capital 75,000 75,000
Other liabilities 192,352 219,673
Current tax liabilities 29,338 16,766
Accruals and deferred income 144,984 136,791
Derivative financial instruments 20,045 12,370
-------------------------------------------------------------------------------
Total liabilities 4,622,285 4,150,536
-------------------------------------------------------------------------------
Equity
Called up share capital 36,833 36,603
Share premium account 264,612 259,783
Profit and loss account 432,440 346,714
ESOP trust reserve (17,100) (8,302)
Other reserves 28,582 20,189
Minority interests 7,287 7,370
-------------------------------------------------------------------------------
Total equity 752,654 662,357
-------------------------------------------------------------------------------
Total liabilities and equity 5,374,939 4,812,893
-------------------------------------------------------------------------------
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the year ended 31st July, 2007
2007 2006
£'000 £'000
Called up share capital
Opening balance 36,603 36,168
Exercise of options 230 435
-------------------------------------------------------------------------------
Closing balance 36,833 36,603
-------------------------------------------------------------------------------
Share premium account
Opening balance 259,783 252,210
Exercise of options 4,829 7,573
-------------------------------------------------------------------------------
Closing balance 264,612 259,783
-------------------------------------------------------------------------------
Profit and loss account
Opening balance 346,714 277,455
Profit for the year 132,944 108,598
Dividends paid (49,334) (42,524)
Transfer from share-based awards reserve 1,704 -
Other movements 412 3,185
-------------------------------------------------------------------------------
Closing balance 432,440 346,714
-------------------------------------------------------------------------------
ESOP trust reserve
Opening balance (8,302) (3,786)
Shares purchased (9,039) (4,926)
Shares released 241 410
-------------------------------------------------------------------------------
Closing balance (17,100) (8,302)
-------------------------------------------------------------------------------
Other reserves:
Share-based awards reserve
Opening balance 11,808 7,614
Charge to income statement 4,120 3,307
Transfer to profit and loss account (1,704) -
Movement relating to deferred share awards 629 887
-------------------------------------------------------------------------------
Closing balance 14,853 11,808
-------------------------------------------------------------------------------
Exchange movements reserve
Opening balance 938 1,264
Currency translation differences (760) (326)
-------------------------------------------------------------------------------
Closing balance 178 938
-------------------------------------------------------------------------------
Cash flow hedging reserve
Opening balance 133 (1,843)
Movement on derivatives 1,359 1,976
-------------------------------------------------------------------------------
Closing balance 1,492 133
-------------------------------------------------------------------------------
Available for sale reserve
Opening balance 7,310 3,431
Movement on available for sale investments 4,749 3,879
-------------------------------------------------------------------------------
Closing balance 12,059 7,310
-------------------------------------------------------------------------------
Total other reserves 28,582 20,189
-------------------------------------------------------------------------------
Minority interests
Opening balance 7,370 5,870
Charge to income statement 3,731 3,436
Other movements (3,814) (1,936)
-------------------------------------------------------------------------------
Closing balance 7,287 7,370
-------------------------------------------------------------------------------
Total equity 752,654 662,357
-------------------------------------------------------------------------------
CONSOLIDATED CASH FLOW STATEMENT
for the year ended 31st July, 2007
2007 2006
Note £'000 £'000
Net cash inflow from operating activities 1(a) 573,015 153,418
-------------------------------------------------------------------------------
Net cash outflow from investing activities:
Dividends paid to minority interests (1,915) (1,669)
Purchase of assets let under operating leases (5,685) (13,865)
Purchase of property, plant and equipment (9,623) (8,121)
Sale of property, plant and equipment 6,888 4,155
Purchase of intangible assets (1,849) (2,447)
Purchase of equity shares held for investment (25,106) (9,911)
Sale of equity shares held for investment 45,267 11,168
Minority interests acquired for cash (10,185) (2,853)
Purchase of subsidiaries 1(b) (12,402) (11,258)
-------------------------------------------------------------------------------
(14,610) (34,801)
-------------------------------------------------------------------------------
Net cash inflow before financing 558,405 118,617
Financing activities:
Issue of ordinary share capital including premium 5,059 8,008
Equity dividends paid (49,334) (42,524)
Interest paid on subordinated loan capital (5,617) (5,616)
-------------------------------------------------------------------------------
Net increase in cash 508,513 78,485
-------------------------------------------------------------------------------
THE NOTES
1. Consolidated Cash Flow Statement reconciliation
2007 2006
£'000 £'000
(a) Reconciliation of operating profit on
ordinary activities before tax to net
cash inflow from operating activities
Operating profit on ordinary activities before tax 190,192 157,314
(Increase)/decrease in:
Interest receivable and prepaid expenses (19,302) 1,886
Net settlement accounts (85,836) (11,115)
Net debt securities and equity shares held for trading (9,266) (8,781)
Interest payable and accrued expenses 6,733 (1,877)
Depreciation, amortisation and goodwill impairment losses 18,742 14,083
-------------------------------------------------------------------------------
Net cash inflow from trading activities 101,263 151,510
(Increase)/decrease in:
Debt securities held for liquidity 3,003 (10,890)
Loans and advances to customers (100,420) 77,180
Loans and advances to banks not repayable on demand (3,195) 5,716
Other assets less other liabilities 83,375 83,350
Increase/(decrease) in:
Deposits by banks (7,811) 60,277
Customer accounts 459,614 24,887
Bank loans and overdrafts 94,634 (131,158)
Non-recourse borrowings - (50,000)
Promissory notes and other debt securities in issue (4,997) (9,116)
Tax paid (52,451) (48,338)
-------------------------------------------------------------------------------
Net cash inflow from operating activities 573,015 153,418
-------------------------------------------------------------------------------
(b) Analysis of net cash outflow in respect
of the purchase of subsidiaries
Cash consideration in respect of current year purchases (8,745) (6,797)
Loan stock redemptions and deferred consideration paid
in respect of prior year purchases (6,123) (4,847)
Net movement in cash balances 2,466 386
-------------------------------------------------------------------------------
(12,402) (11,258)
-------------------------------------------------------------------------------
(c) Analysis of changes in financing
Share capital (including premium) and subordinated
loan capital:
Opening balance 371,386 363,378
Shares issued for cash 5,059 8,008
-------------------------------------------------------------------------------
Closing balance 376,445 371,386
-------------------------------------------------------------------------------
(d) Analysis of cash and cash equivalent balances
Movement
in the
period
£'000
Cash and balances at central banks 359 1,631 1,272
Loans and advances to banks 64,042 572,968 508,926
Floating rate notes classified as available
for sale 454,161 756,460 302,299
Certificates of deposit classified as loans
and receivables (10,049) 823,606 833,655
--------------------------------------------------------------------------------
508,513 2,154,665 1,646,152
--------------------------------------------------------------------------------
2. Earnings per share
Basic earnings per share on profit attributable to shareholders of the company
is based on profit after tax and minority interests of £132,944,000 (2006:
£108,598,000) and on 147,057,000 (2006: 146,594,000) ordinary shares, being the
weighted average number of shares in issue and contingently issuable during the
year excluding those held by the employee benefit trust.
Diluted earnings per share is based on this same profit, but on 147,983,000
(2006: 147,100,000) ordinary shares, being the weighted average number of shares
in issue disclosed above, plus the weighted dilutive potential on ordinary
shares of exercisable employee share options in issue during the year.
3. Dividends
A final dividend of 25.0p per ordinary share and a special dividend of 25.0p per
ordinary share are proposed to be paid on 6th November, 2007 to holders of
ordinary shares on the register at the close of business on 5th October, 2007.
4. Basis of preparation
The financial information contained in this announcement does not constitute
statutory accounts for the year ended 31st July, 2007 within the meaning of
section 240 of the Companies Act 1985, but is derived from those accounts, on
which the auditors have yet to sign their report. It has been prepared on the
basis of the accounting policies set out in the 2006 statutory accounts. While
the financial information has been computed in accordance with International
Financial Reporting Standards ("IFRS"), this announcement does not itself comply
with IFRS. The company expects to publish full financial statements that comply
with IFRS on 2nd October, 2007.
The financial information for the year ended 31st July, 2006 has been derived
from the audited financial statements of Close Brothers Group plc for that year,
which have been reported on by Deloitte & Touche LLP and delivered to the
Registrar of Companies. The report of the auditors on those statutory accounts
was unqualified and did not contain a statement under Section 237(2) or (3) of
the Companies Act 1985.
This information is provided by RNS
The company news service from the London Stock Exchange