Half Yearly Report

RNS Number : 8681S
London Stock Exchange Group PLC
13 November 2013
 



13 November 2013

 

LONDON STOCK EXCHANGE GROUP plc

 

ANNOUNCEMENT OF INTERIM RESULTS

FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2013

 

·     Good overall financial performance with headline revenue growth across all of the Group's main business areas

 

·     Revenue up 44 per cent to £504.2 million (H1 FY 2013: £349.8 million), including five months' contribution from LCH.Clearnet; revenue up 8 per cent on organic and constant currency basis

 

·     Total income (excluding unrealised gains/losses at LCH.Clearnet) up 34 per cent at £567.1 million (H1 FY 2013: £423.7 million); down 4 per cent on organic and constant currency basis

 

·     Underlying operating expenses kept broadly flat, reflecting continued good cost control

 

·     Adjusted operating profit1 up 6 per cent at £229.9 million (H1 FY 2013: £217.2 million); down 13 per cent on organic and constant currency basis; operating profit of £151.0 million (H1 FY 2013: £186.8 million)

 

·     Adjusted basic EPS1of 48.2 pence (H1 FY 2013: 51.8 pence); basic EPS of 24.9 pence (H1 FY 2013: 43.0 pence)

 

·      Interim dividend up 4 per cent to 10.1 pence per share (H1 FY 2013: 9.7 pence per share)

 

·     Acquisition of majority stake in LCH.Clearnet completed in May 2013, with major project programmes now live to deliver operational efficiencies, synergies and other benefits; new LCH.Clearnet Group CEO appointed

 

·     SwapClear discussions are ongoing to ensure EMIR compliance

 

·     Numerous new products, services and projects live in the period, including: a CSD in Luxembourg; MTS swaps service; a London-based derivatives market; the  launch of FTSE Super Liquid contracts; new FTSE fixed income indices business and acquisition of  majority stake in the EuroTLX retail bond platform

 

 

Commenting on performance of the Group, Xavier Rolet, Chief Executive said:

 

"This has been a good overall first half for the Group. The 44 per cent rise in our revenue reflects an underlying increase of 8 per cent, with growth across all our business divisions, as well as the first time inclusion of LCH.Clearnet.  Particular highlights include strong performances from our fixed income business, the resurgent IPO market and further growth in FTSE from both the organic business and the new fixed income indices business. 

 

"The Group is increasingly international and diverse and we are well positioned in a wide range of businesses and markets.  We remain focused on developing growth opportunities, realising the benefits from the acquisition of LCH.Clearnet, and delivering on our strategy."

 

 

1 before amortisation of purchased intangibles, non-recurring items and unrealised net investment gains/losses at LCH.Clearnet.

All comparisons are against the same corresponding period in the previous year unless stated otherwise.

 

Further information is available from:

 

London Stock Exchange Group

Victoria Brough - Media

+44 (0) 20 7797 1222


Paul Froud - Investor Relations

+44 (0) 20 7797 3322




Citigate Dewe Rogerson

Patrick Donovan/Grant Ringshaw

+44 (0) 20 7638 9571

 

Additional information on London Stock Exchange Group can be found at www.lseg.com

 

Further information

 

The Group will host a presentation of its Interim Results for analysts and institutional shareholders today at 10.00am at 10 Paternoster Square, London EC4M 7LS.  The presentation will be accessible via live web cast which can be viewed at http://www.lseg.com/investor-relations or listened to on the numbers below: 

 

Participant UK FreeCall Dial-In Numbers: 0800 694 0257

Participant Std International Dial-In: +44 (0) 1452 555 566

Conference ID # 98505369



For further information, please call the Group's Investor Relations team on +44 (0) 20 7797 3322.

 

Chairman's Statement

 

Overview

 

Over the last four years, the Group has been successfully executing on its strategy to grow and diversify revenues and to develop its international scale and reach, both organically and by selected acquisitions.  We continue to make good progress, in particular with the completion of the acquisition of a majority stake in LCH.Clearnet during the period, which gives us a systemically important financial infrastructure asset with significant international scale. This acquisition also provides us with the ability to further transform our business over coming years, working in partnership with customers, by developing growth opportunities in OTC and other markets and by implementing operational efficiencies and service improvements. While still early days, we have formed detailed programmes to start achieving the various benefits of this transaction, and we will report further in future periods as we make progress.

 

The Group also established an international fixed income indices business, FTSE TMX Global Debt Capital Markets, in April 2013.  This transaction increases FTSE's profile in North America and strengthens its position in fixed income, the fastest growing asset class in the ETF and mutual fund segments.  In addition, the Group acquired a 70 per cent stake in EuroTLX, an Italian multilateral trading facility in the retail fixed income market. A number of new initiatives were also launched, including:

 

·     a Central Securities Depository in Luxembourg, which extends the Group's CSD services through an open-access model to help customers meet regulatory obligations, with the first major bank customer already signed to use the service;

 

·     MTS Swaps, a new platform that will give buy-side institutions the ability to trade interest rate swaps electronically; and

 

·     a new contract, FTSE UK Large Cap Super Liquid index (FTSE UK SLQ) futures, available to trade on the new London Stock Exchange Derivatives Market.

 

 

We highlight the major factors determining Group performance in our principal business segments, over the past six months, in the commentary below.

 

Operational Performance

 

Information Services revenues increased 14 per cent to £168.3 million (up 9 per cent on an organic and constant currency basis).  This growth mainly reflects the strong performance by the FTSE indices business, with revenues up 29 per cent to £83.9 million, which includes contribution from the Vanguard contract win as funds completed the switch to FTSE indices as well as from the new fixed income indices business which contributed £5.8 million in the period.  Nearly two years following completion of the acquisition of the outstanding 50 per cent share of FTSE, the Group is on track to achieve the aggregate target £28 million revenue and cost synergies from the transaction, and expects to exceed the £10 million cost saving by the end of the three year timetable.

 

The number of professional users of real time UK data at 30 September 2013 declined 7 per cent year on year to 80,000, while the number of professional users of Italian data reduced by 9 per cent over the same period.  Helping to offset the reduction in real time sales was a 6 per cent increase in revenue from other information services.

 

Post Trade Services, comprising CC&G and Monte Titoli in Italy, grew revenue by 8 per cent to £48.1 million (up 1 per cent at constant currency) with clearing revenues impacted by the reduction in Italian equity and derivatives trading volumes. Settlement revenues rose 11 per cent (up 4 per cent at constant currency) as total settlement instructions increased, while custody revenues grew 7 per cent (flat at constant currency). Treasury income decreased as expected, declining 59 per cent to £28.1 million.  CC&G completed the move to the 95 per cent secured investment level for cash margin, needed to meet EMIR requirements, by September 2013, with a consequent reduction in yields. 

 

LCH.Clearnet contributed revenue of £111.2 million and net treasury income of £30.5 million in the five month period as part of the Group. The SwapClear OTC IRS clearing business performed well, contributing clearing revenue of £41 million with increased dealer and client membership (one of the principal revenue drivers) and a 24 per cent year on year increase in notional value cleared. Revisions to the profit sharing arrangements were agreed for the period, whereby LCH.Clearnet's share of profit from Swapclear is expected to be approximately 34 per cent in 2013. As part of this revision, LCH.Clearnet commenced funding a proportion of the future development expenditure for the SwapClear service.  Further discussions are also in progress regarding the way in which SwapClear and other LCH.Clearnet services are structured, governed and managed, to ensure they meet EMIR and other regulatory requirements for clearing houses.

 

While the transaction was only completed in May, we remain even more convinced of the opportunities in the business, and we have progressed speedily in a number of areas to start the process of achieving benefits from the change in majority ownership.  Work is underway to quantify further efficiencies in addition to the synergies already documented at the time of the transaction.  Investment continues where needed to drive growth, enhance risk management and ensure on-going regulatory compliance.  A new Group CEO, Suneel Bakhshi, was recently appointed, due to start in Q1 calendar 2014.  He brings substantial experience in risk management and process change in complex organisations, which should prove invaluable as LCH.Clearnet executes its strategy as part of LSEG.

 

Revenue for the Group's Capital Markets segment, which includes primary and secondary market activities, increased 12 per cent to £145.2 million.  In primary markets, the total amount of capital raised increased 114 per cent to £16.3 billion, reflecting a good recovery in equity issuance for domestic and international companies across our markets. In total, 52 companies were admitted to trading on AIM, 6 companies came to market in Italy and 21 issuers joined our main markets in London.   Looking ahead, the pipeline of companies working on joining our markets remains encouraging. In Italy, the ELITE programme, which helps companies that are exploring listing, has grown to over 130 firms.

 

In secondary markets, average daily value traded in the UK cash equities market increased 2 per cent to £4.2 billion, while in Italy the average daily number of trades reduced by 8 per cent to 209,000, reflecting a generally weak trend across many markets in Europe.  Trading on Turquoise was stronger, with a 63 per cent rise in average daily equity value traded on a pan-European basis. The Group's derivatives markets experienced weak conditions with 34 and 24 per cent declines in volume traded in the UK and Italy respectively.

 

The fixed income business produced a good performance with trading volumes on the MTS repo markets up 10 per cent year on year while the MTS cash market and BondVision (the dealer to client electronic bond platform) increased 37 per cent. MOT, the Italian retail bond market, grew 7 per cent.

 

Revenues for Technology Services increased 15 per cent to £29.4 million, up 6 per cent on an organic constant currency basis.  MillenniumIT performed well, with revenues up 11 per cent at constant currency, mostly relating to growth in the Enterprise Service Provision operation. Revenues from other technology services also grew, with contribution from the recently acquired specialist GATELab IT business.

 

Financial Summary

 

Unless otherwise stated, all figures below refer to the six months ended 30 September 2013.  Comparative figures are for the six months ended 30 September 2012 (H1 FY 2013).  Variance is also provided at organic and constant currency.  The basis of preparation is set out at the end of this report.

 






Organic and



Six months ended

constant



30 September

currency



2013

2012

Variance

variance



£m

£m

%

%



 

 

 

 

Revenue






Information Services


168.3 

147.6 

14% 

9% 

Post Trade Services


48.1 

44.6 

8% 

1% 

LCH.Clearnet


111.2 

- 

- 

- 

Capital Markets


145.2 

129.7 

12% 

9% 

Technology Services


29.4 

25.6 

15% 

6% 

Other revenue


2.0 

2.3 

(13%)

(13%)

Total revenue


504.2 

349.8 

44% 

8% 

Net treasury income through CCP business:






CC&G


28.1 

68.1 

(59%)

(61%)

LCH.Clearnet


30.5 

- 

- 

- 

Other income


4.3 

5.8 

(26%)

(26%)

LCH.Clearnet unrealised gain / (loss)


(2.0)

- 

- 

- 

Total income including unrealised


565.1 

423.7 

- 

- 

Total income excluding unrealised


567.1 

423.7 

34% 

(4%)

 






Operating expenses


(337.2)

(206.5)

63% 

6% 

Adjusted operating profit*


229.9 

217.2 

6% 

(13%)

Amortisation of purchased intangibles and non-recurring items


(76.9)

(30.4)

153% 

53%

Operating profit


151.0 

186.8 

(19%)

(24%)













Basic earnings per share (p)


24.9 

43.0 

(42%)


Adjusted basic earnings per share (p)*


48.2 

51.8 

(7%)








Dividend (p)


10.1 

9.7 

4% 


 

* before amortisation of purchased intangibles, non-recurring items and unrealised net investment gains/losses at LCH.Clearnet

 

LCH.Clearnet results represent five months ended 30 September 2013; for equivalent period comparatives in 2012 (prior to being part of LSEG), see section "Operating Performance - Key statistics" below

 

Organic growth is calculated in respect of businesses owned for at least 12 months and so excludes EuroTLX, FTSE TMX Global Debt Capital Markets, GATElab and LCH.Clearnet.

 

The Group produced a good overall financial performance.  Revenue (excluding unrealised gains/losses at LCH.Clearnet) increased 44 per cent to £504.2 million (H1 FY 2013: £349.8 million) and total income (excluding unrealised gains/losses at LCH.Clearnet) rose 34 per cent to £567.1 million (H1 FY 2013: £423.7 million).  The increase in both lines reflects contribution from LCH.Clearnet since 1 May 2013, offsetting the expected decline in net treasury income from CC&G, which was £40 million lower than the same period last year following changes in investment of cash margin and lower spreads achieved.

 

Operating expenses, before amortisation of purchased intangibles and non-recurring items, rose 63 per cent to £337.2 million (H1 FY 2013: £206.5 million), mainly reflecting the inclusion of LCH.Clearnet for a five month period.  Adjusting for currency changes, estimated inflation and the impact of the acquisitions, principally being LCH.Clearnet and the FTSE TMX fixed income indices business, operating costs were broadly flat, reflecting continued control of our underlying cost base.

 

Adjusted operating profit for the period, before amortisation of purchased intangibles, non-recurring items and unrealised losses, increased 6 per cent to £229.9 million (H1 FY 2013: £217.2 million).

 

Net finance costs were £35.0 million, up from £21.4 million in H1 last year, reflecting the increased cost of carry of the £300 million retail bond (issued in November 2012) that replaced short-dated bank debt, the drawing of credit facilities to fund the acquisition of the majority stake in LCH.Clearnet in May 2013 and also arrangement fees totalling £3 million for new bank revolving facilities, signed in July 2013.  The underlying effective Group tax rate was 27.1 per cent, lower than the rate for the year ended 31 March 2013 (29.0 per cent). 

 

Net cash inflow from operating activities was £156.4 million (H1 FY 2013: £172.5 million), reflecting the decline in net treasury income, partly offset by cash from LCH.Clearnet after payment of interest of £11 million on their Preferred Securities.  Capital expenditure in the period amounted to £35.3 million (H1 FY 2013: £26.7 million).  Net cash generated after capex, other investments and dividends was £64.7 million (H1 FY 2013: £79.5 million).  Free cash flow per share (post net interest paid, tax paid and investment activities) was 44.3p (H1 FY 2013: 50.0p).

 

At 30 September 2013, adjusted net debt was £1,179.9 million (after setting aside £200 million of cash for regulatory and operational support purposes for the core LSEG businesses, and assuming no surplus cash at LCH.Clearnet) while drawn borrowings of £1,312.5 million are £515.7 million higher than at the start of the current financial year.  This increase in borrowings mainly reflects financing of the acquisition of the majority stake in LCH.Clearnet, its subsequent capital raise and consolidation of the LCH.Clearnet Group Preferred Securities.  Committed debt and credit lines available for general group purposes at 30 September 2013 totalled £1.5 billion, extending out to 2016 or beyond.  At 30 September 2013, pro forma net debt:EBITDA was 2.2 times.

 

In July 2013, the Group signed a new £700 million unsecured, committed revolving facility package, on improved terms, to replace its existing credit lines. The new facility package comprises a mix of 5 and 3 year commitments which extend the Group's debt maturity profile and underpin its financial flexibility.

 

The Group had net assets of £1,898.7 million at 30 September 2013 (31 March 2013: £1,599.0 million), including LCH.Clearnet following the acquisition of a 57.8 per cent stake from 1 May 2013.  The central counterparty clearing business assets and liabilities within both CC&G and, for the first time, LCH.Clearnet are shown gross on the balance sheet as the amounts receivable and payable, which largely offset each other, are unable to be netted under accounting treatments.

 

Interim Dividend 

 

The Directors have declared an interim dividend of 10.1 pence per share, an increase of 4 per cent on the interim dividend paid last year.  The interim dividend will be paid on 6 January 2014 to shareholders on the register on 6 December 2013. 

 

Outlook

 

The Group has delivered good overall six month results, reflecting growth both within the core businesses and from new additions to the Group.

 

The Group is increasingly international and diverse and we are well positioned in a wide range of businesses and markets.  Looking forward, the IPO pipeline appears healthy with a number of companies poised to join our markets, we are making good progress at FTSE and integration work streams are underway following the acquisition of a majority stake in LCH.Clearnet.  We remain focused on developing growth opportunities, realising the benefits from the acquisition of LCH.Clearnet and delivering on our stated strategy.

 

Chris Gibson-Smith

Chairman

13 November 2013

 

Operating Performance - Key statistics

 

To assist investors in understanding the underlying performance of the Group, percentage changes are also presented on a constant currency basis.

 

Capital Markets

 

Capital Markets comprises the Group's primary markets activities, providing access to capital for corporates and others, and the secondary market trading of cash equities, derivatives and fixed income. 

 

 

Six months ended


Constant

 

30 September


currency

 

2013

2012

Variance

variance

Revenue

£m

£m

%

%

Primary Markets


 

 

 

Annual fees

20.3

19.2

6%

4% 

Admission fees

17.1

14.5

18%

17% 

 

37.4

33.7

11%

9% 

Secondary Markets


 

 


Cash equities UK & Turquoise

46.4

42.9

8%

8% 

Cash equities Italy

17.2

16.3

6%

(1%)

Derivatives

9.7

9.5

2%

(3%)

Fixed income

30.0

24.1

24%

18% 

 

103.3

92.8

11%

8% 

Other

4.5

3.2

41%

- 

Total revenue

145.2

129.7

12%

9% 

 

Capital Markets - Primary Markets










Six months ended



30 September

Variance


2013


2012

%

New Issues





UK Main Market, PSM & SFM

21


14

50% 

UK AIM

52


43

21% 

Borsa Italiana

6


4

50% 

Total

79


61

30% 






Company Numbers (as at period end)





UK Main Market, PSM & SFM

1,363


1,393

(2%)

UK AIM

1,090


1,107

(2%)

Borsa Italiana

283


288

(2%)

Total

2,736


2,788

(2%)






Market Capitalisation (as at period end)





UK Main Market (£bn)

2,192


1,885

16% 

UK AIM (£bn)

69


64

8% 

Borsa Italiana (€bn)

399


345

16% 

Borsa Italiana (£bn)

333


275

21% 

Total (£bn)

2,594


2,224

17% 






Money Raised (£bn)





UK New

3.7


3.8

(3%)

UK Further

11.6


2.4

383% 

Borsa Italiana new and further

1.0


1.4

(29%)

Total (£bn)

16.3


7.6

114% 

 

Capital Markets - Secondary Markets










Six months ended



30 September

Variance

Equity

2013


2012

%

Totals for period





UK value traded (£bn)

528


508

4% 

Borsa Italiana (no of trades m)

26.8


28.6

(6%)

Turquoise value traded (€bn)

340.1


200.8

69% 






SETS Yield (basis points)

0.66


0.68

(3%)






Average daily





UK value traded (£bn)

4.2


4.1

2% 

Borsa Italiana (no of trades '000)

209


227

(8%)

Turquoise value traded (€bn)

2.6


1.6

63% 






Derivatives (contracts m)





LSE Derivatives

8.8


13.4

(34%)

IDEM

15.6


20.4

(24%)

Total

24.4


33.8

(28%)






Fixed Income





MTS cash and Bondvision (€bn)

1,509


1,103

37% 

MTS money markets (€bn term adjusted)

36,438


32,977

10% 

MOT number of trades (m)

2.86


2.68

7% 

 

Post Trade Services

 

The Post Trade Services division principally comprises the Group's Italian-based clearing, settlement and custody businesses.   

 

 

Six months ended


Constant

 

30 September


currency

 

2013

2012

Variance

variance

 

£m

£m

%

%

Revenue





Clearing

19.1

17.7

8% 

2% 

Settlement

7.8

7.0

11% 

4% 

Custody & other

21.2

19.9

7% 

0% 

Total revenue

48.1

44.6

8% 

1% 

Net treasury income

28.1

68.1

(59%)

(61%)

Total income

76.2

112.7

(32%)

(37%)

 

Post Trade Services











Six months ended



30 September

Variance


2013


2012

%

CC&G Clearing (m)





Equity clearing (no of trades)

28.2


30.1

(6%)

Derivative clearing (no of contracts)

15.6


20.4

(24%)

Total

43.8


50.5

(13%)

Open interest (contracts as at period end)

5.1


4.8

6% 

Initial margin held (average €bn)

12.0


10.5

14% 






Monte Titoli





Pre Settlement instructions (trades m)

13.3


13.8

(4%)

Settlement instructions (trades m)

13.6


12.6

8% 

Total Settlement

26.9


26.4

2% 

Custody assets under management (average €tn)

3.29


3.19

3% 

 

LCH.Clearnet

 

The LCH.Clearnet division principally comprises the Group's majority owned global clearing business.   

 


Five months ended


Constant


30 September


currency


2013

2012

Variance

variance

Revenue

£m

£m

%

%

OTC


Pro forma

SwapClear

41.2 

20.4

102% 

88% 

ForexClear/CDSClear

6.7 

4.2

60% 

51% 

 

47.9 

24.6

94% 

82% 

Non-OTC

 

 

 

 

Fixed income

13.8 

13.0

6% 

(1%)

Commodities

13.5 

4.9

176% 

159% 

Listed derivatives

23.6 

30.8

(23%)

(28%)

Cash equities

14.4 

12.8

13% 

5% 

 

65.3 

61.5

6% 

(1%)

Total Clearing fee revenue

113.2 

86.2

31% 

23% 

Other revenue

(2.0)

15.5

(113%)

(112%)

Total revenue

111.2 

101.7

9% 

2% 

Net treasury income

30.5 

29.4

4% 

(3%)

Unrealised gain/(loss)

(2.0)

5.4

- 

- 

Total income including unrealised

139.7 

136.6

- 

- 

Total income excluding unrealised

141.7 

131.1

8% 

1% 

 

LCH.Clearnet






Six months ended



30 September

Variance


2013


2012

%






OTC derivatives





SwapClear





IRS notional outstanding ($trn)

421.2


329.3

28% 

IRS notional cleared ($trn)

240.8


194.3

24% 

SwapClear members

100


67

49% 

CDSClear





Open interest (€bn)

20.3


7.8

160% 

Notional cleared (€bn)

109.5


18.5

492% 

CDSClear members

11


8

38% 

ForexClear





Notional value cleared ($bn)

439.2


236.4

86% 

ForexClear members

15


13

15% 

Non-OTC





Fixed income - Nominal value (€trn)

36.9


35.6

4% 

Commodities (lots m)

64.4


61.3

5% 

Listed derivatives (contracts m)

83.2


101.5

(18%)

Cash equities trades (m)

178.3


173.7

3% 






Average cash collateral (€bn)

40.2


48.7

(17%)

 

Information Services

 

The Information Services division consists of real time data products and a number of other discrete businesses, including Global Indices products, Trade Processing operations, Desktop and Work Flow products. 

 

 




Organic and

 

Six months ended


constant

 

30 September


currency

 

2013

2012

Variance

variance1

 

£m

£m

%

%

Revenue




 

FTSE

83.9

64.8

29% 

21% 

Real time data

44.5

45.3

(2%)

(4%)

Other information services

39.9

37.5

6% 

5% 

Total revenue

168.3

147.6

14% 

9% 

 

 

Information Services











As at



30 September

Variance


2013


2012

%

UK Terminals





Professional - UK

32,000


35,000

(9%)

Professional - International

48,000


51,000

(6%)

Total

80,000


86,000

(7%)






Borsa Italiana Professional Terminals

128,000


140,000

(9%)

FTSE





ETFs assets under management benchmarked ($bn)

176


60

193% 

 

Technology Services

 

Technology Services comprises technology connections and data centre services for clients of London Stock Exchange and Borsa Italiana, plus the MillenniumIT software business, based in Sri Lanka, which provides technology for the Group as well as third party sales and enterprise services.

 

Technology Services









Organic and


Six months ended


constant


30 September


currency


2013

2012

Variance

variance1


£m

£m

%

%

Revenue





MillenniumIT

13.1

11.4

15%

11%

Technology

16.3

14.2

15%

3%

Total revenue

29.4

25.6

15%

6%

 

Basis of Preparation

 

Results for the Italian business have been translated into Sterling using the exchange rates set out below.  Constant currency growth rates have been calculated by translating prior period results at the average exchange rate for the current period.

 


Closing € : £ rate

Average € : £ rate for the period ended

30 September 2013

€1.20

€1.17

30 September 2012

€1.25

€1.25

31 March 2013

€1.18

€1.23

 

Condensed CONSOLIDATED Income Statement

 



Six months ended

30 September


Year ended

31 March




Restated


Restated



2013

2012


2013



Unaudited

Unaudited




Notes

£m

£m


£m

Revenue


 504.2 

 349.8 


 726.4 

Net treasury income through CCP business


 58.6 

 68.1 


 116.7 

Other Income


 2.3 

 5.8 


 9.8 

Total Income

2

 565.1 

 423.7 


 852.9 







Expenses






Operating expenses before amortisation of purchased intangible assets and non-recurring items

3

 (337.2)

 (206.5)


 (422.7)







Operating profit before amortisation of purchased intangible assets and non-recurring items


 227.9 

 217.2 


 430.2 







Amortisation of purchased intangible assets

4

 (57.8)

 (44.6)


 (88.8)

Non-recurring items

4

 (19.1)

 14.2 


 7.0 

Operating profit

2

 151.0 

 186.8 


 348.4 

Finance income


 2.5 

 1.5 


 2.7 

Finance expense


 (37.5)

 (22.9)


 (52.2)

Net finance expense

5

 (35.0)

 (21.4)


 (49.5)

Profit before taxation


 116.0 

 165.4 


 298.9 







Taxation on profit before amortisation of purchased intangible assets and non-recurring items


 (53.1)

 (56.4)


 (95.7)

Taxation on amortisation of purchased intangible assets and non-recurring items

4

 8.8 

 5.5 


 12.3 

Total taxation

6

 (44.3)

 (50.9)


 (83.4)

Profit for the financial period


 71.7 

 114.5 


 215.5 

Profit/(loss) attributable to non-controlling interests


 4.6 

 (1.5)


 (1.5)

Profit attributable to equity holders


 67.1 

 116.0 


 217.0 



 71.7 

 114.5 


 215.5 

Basic earnings per share

7

24.9p

43.0p


80.4p

Diluted earnings per share

7

24.6p

42.4p


79.0p

Adjusted basic earnings per share

7

48.2p

51.8p


105.3p

Adjusted diluted earnings per share

7

47.7p

51.0p


103.4p

Dividend per share in respect of the financial period:

8





Dividend per share paid during the period


19.8p

19.0p


28.7p

Dividend per share proposed for the period


10.1p

9.7p


29.5p







Restatement relates to the adoption of the revised IAS 19 'Employee Benefits' (note 1).




 

Condensed CONSOLIDATED STATEMENT of comprehensive income

 



Six months ended

30 September


Year ended

31 March



2013

2012


2013



Unaudited

Unaudited





£m

£m


£m

Profit for the financial period


 71.7 

 114.5 


 215.5 

Other comprehensive income:






Defined benefit pension scheme remeasurement gain/(loss)


 5.6 

 (5.1)


 (6.9)

Cash flow hedge


 (0.3)

 0.1 


 0.3 

Net investment hedge


 (3.9)

 15.9 


 (1.9)

Change in value of available for sale financial assets


 1.0 

 - 


 1.2 

Exchange (loss)/gain on translation of foreign operations


 (24.9)

 (56.3)


 19.2 

Tax related to items not recognised in income statement


 (0.9)

 1.7 


 3.9 



 (23.4)

 (43.7)


 15.8 

Total comprehensive income for the financial period


 48.3 

 70.8 


 231.3 







Attributable to non-controlling interests


 2.0 

 (4.0)


 (0.6)

Attributable to equity holders


 46.3 

 74.8 


 231.9 



 48.3 

 70.8 


 231.3 







All items with the exception of defined benefit pension scheme remeasurement can potentially be recycled through the income statement.

 

Condensed CONSOLIDATED balance sheet

 



30 September


31 March



2013

2012


2013



Unaudited

Unaudited




Notes

£m

£m


£m

Assets






Non-current assets






Property, plant and equipment


 88.9 

 79.9 


 80.1 

Intangible assets

9

 2,500.2 

 2,016.4 


 2,049.3 

Investment in associates


 3.7 

 11.4 


 0.6 

Deferred tax assets


 31.1 

 17.4 


 19.2 

Derivative financial instruments

12

 4.3 

 18.9 


 4.3 

Available for sale investments

12

 0.4 

 0.4 


 11.9 

Retirement benefit asset

10

 9.1 

 - 


 - 

Other non-current assets


 51.1 

 0.2 


 0.1 



 2,688.8 

 2,144.6 


 2,165.5 

Current assets






Inventories


 3.3 

 1.7 


 1.5 

Trade and other receivables

11

 225.8 

 162.1 


 185.7 

Derivative financial instruments

12

 - 

 0.2 


 - 

Other financial assets

12

 111.5 

 - 


 - 

CCP financial assets


 534,147.3 

 120,617.0 


 137,620.2 

CCP cash and cash equivalents (restricted)


 25,998.9 

 7,448.0 


 8,476.2 

CCP clearing business assets

12

 560,146.2 

 128,065.0 


 146,096.4 

Current tax


 15.5 

 15.6 


 24.6 

Assets held at fair value

12

 15.2 

 5.9 


 6.1 

Cash and cash equivalents

12

 923.1 

 231.5 


 446.2 



 561,440.6 

 128,482.0 


 146,760.5 

Total assets


 564,129.4 

 130,626.6 


 148,926.0 

Liabilities






Current liabilities






Trade and other payables

13

 399.5 

 201.1 


 230.0 

Derivative financial instruments

12

 21.8 

 - 


 0.1 

CCP clearing business liabilities

12

 554,812.7 

 128,043.0 


 146,088.1 

Current tax


 26.0 

 48.0 


 43.2 

Borrowings

14

 366.3 

 203.2 


 0.4 

Provisions

12

 2.2 

 2.5 


 1.1 



 555,628.5 

 128,497.8 


 146,362.9 

Non-current liabilities






Borrowings

14

 946.2 

 510.0 


 796.4 

Other non-current payables

13

 2.6 

 2.7


 3.4 

Derivative financial instruments

12

 5.1 

 - 


 3.5 

Deferred tax liabilities


 173.6 

 110.1 


 109.0 

Default funds

12

 5,335.0 

 - 


 - 

Retirement benefit obligations

10

 25.1 

 21.4 


 25.6 

Other non-current liabilities


 70.9 

 - 


 - 

Provisions

12

 43.7 

 26.3 


 26.2 



 6,602.2 

 670.5 


 964.1 

Total liabilities


 562,230.7 

 129,168.3 


 147,327.0 

Net assets


 1,898.7 

 1,458.3 


 1,599.0 







Equity






Capital and reserves attributable to the Company's equity holders






Share capital


 18.8 

 18.8 


 18.8 

Retained losses


 (160.2)

 (208.9)


 (126.8)

Other reserves


 1,614.5 

 1,583.3 


 1,638.5 

Total shareholder funds


 1,473.1 

 1,393.2 


 1,530.5 

Non-controlling interests


 425.6 

 65.1 


 68.5 

Total equity


 1,898.7 

 1,458.3 


 1,599.0 







 

Condensed CONSOLIDATED cash flow statement

 



Six months ended

30 September


Year ended

31 March



2013

2012


2013



Unaudited

Unaudited




Notes

£m

£m


£m

Cash flow from operating activities






Cash generated from operations

16

 236.7 

 246.0 


 487.5 

Interest received


 3.5 

 1.2 


 2.4 

Interest paid


 (41.5)

 (22.3)


 (43.2)

Corporation tax paid


 (19.1)

 (37.5)


 (64.9)

Withholding tax paid


 (23.2)

 (14.9)


 (39.3)

Net cash inflow from operating activities


 156.4 

 172.5 


 342.5 







Cash flow from investing activities






Purchase of property, plant and equipment


 (8.9)

 (15.2)


 (18.2)

Purchase of intangible assets


 (26.4)

 (11.5)


 (28.2)

Investment in other acquisition


 - 

 - 


 (11.2)

Investment in subsidiaries


 (376.8)

 - 


 (3.1)

Investment in associates


 (1.7)

 (11.2)


 - 

Dividends received


 0.3 

 0.2 


 0.2 

Net cash inflow from acquisitions


 432.0 

 - 


 1.1 

Net cash inflow/ (outflow) from investing activities


 18.5 

 (37.7)


 (59.4)







Cash flow from financing activities






Capital raise


 114.4 

 - 


 - 

Dividends paid to shareholders


 (53.5)

 (51.2)


 (77.4)

Dividends paid to non-controlling interests


 (1.5)

 (4.1)


 (4.3)

Cost of capital raise


 (2.7)

 - 


 - 

Proceeds from own shares on exercise of employee share options


 1.0 

 - 


 0.3 

Purchase of own shares by ESOP Trust


 (28.0)

 (13.9)


 (13.9)

Repayment of borrowings


 (84.8)

 (43.9)


 (257.8)

Proceeds from borrowings


 366.9 

 - 


 297.6 

Net cash inflow/(outflow) from financing activities


 311.8 

 (113.1)


 (55.5)







Increase in cash and cash equivalents


 486.7 

 21.7 


 227.6 

Cash and cash equivalents at beginning of period


 446.2 

 216.0 


 216.0 

Exchange (loss)/gain on cash and cash equivalents


 (9.8)

 (6.2)


 2.6 

Cash and cash equivalents at end of period


 923.1 

 231.5 


 446.2 







 

Condensed CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 


Attributable to equity holders



Ordinary share capital

Retained (loss)/ earnings

Other reserves

Total attributable to equity holders

Non-controlling interests

Total equity


£m

£m

£m

£m

£m

£m

31 March 2012

 18.8

 (262.9)

 1,620.9 

 1,376.8 

 72.9 

 1,449.7 








Total comprehensive income for the financial period

 - 

 112.4 

 (37.6)

 74.8 

 (4.0)

 70.8 

Final dividend relating to the year ended 31 March 2012

 - 

 (51.2)

 - 

 (51.2)

 - 

 (51.2)

Employee share scheme expenses

 - 

 (7.2)

 - 

 (7.2)

 - 

 (7.2)

Dividend payments to non-controlling interests

 - 

 - 

 - 

 - 

 (3.8)

 (3.8)








30 September 2012 (unaudited)

 18.8

 (208.9)

 1,583.3 

 1,393.2 

 65.1 

 1,458.3 








Total comprehensive income for the financial period

 - 

 101.9 

 55.2 

 157.1 

 3.4 

 160.5 

Interim dividend relating to the year ended 31 March 2013

 - 

 (26.2)

 - 

 (26.2)

 - 

 (26.2)

Employee share scheme expenses

 - 

 6.4 

 - 

 6.4 

 - 

 6.4 








31 March 2013

 18.8

 (126.8)

 1,638.5 

 1,530.5 

 68.5 

 1,599.0 








Total comprehensive income for the financial period

 - 

 70.3 

 (24.0)

 46.3 

 2.0 

 48.3 

Final dividend relating to the year ended 31 March 2013

 - 

 (53.5)

 - 

 (53.5)

 - 

 (53.5)

Employee share scheme expenses

 - 

 (18.6)

 - 

 (18.6)

 - 

 (18.6)

Purchase of non-controlling interest

 - 

 (31.6)

 - 

 (31.6)

 355.1 

 323.5 








30 September 2013 (unaudited)

 18.8

 (160.2)

 1,614.5 

 1,473.1 

 425.6 

 1,898.7 

 

The other reserves are set out on page 80 of the Group's Annual Report for the year ended 31 March 2013.  The movement in the current period comprises a charge of £19.8m to the foreign exchange reserves and a charge of £4.2m to the hedging reserve, both of which are distributable reserves.

 

NOTES TO THE FINANCIAL INFORMATION

 

The Interim Report for London Stock Exchange Group plc ('the Group' or 'the Company') for the six months ended 30 September 2013 was approved by the Directors on 13 November 2013.

 

1.   Basis of Preparation and Accounting Policies

 

This Interim Report has been prepared in accordance with the Disclosure and Transparency Rules of the Financial Services Authority and in accordance with International Accounting Standard (IAS) 34 - 'Interim Financial Reporting'.

 

The accounting policies used are consistent with those set out on pages 81 to 84 of the Group's Annual Report for the year ended 31 March 2013, with the exception of the changes in the standards identified below:

 

The following standards and interpretations have been issued by the International Accounting Standards Board (IASB) and IFRS Interpretations Committee (IFRIC) and have been adopted in these condensed consolidated interim financial statements:

 

Amendments to IFRS 1, 'First time adoption' - exemption for severe hyperinflation and removal of fixed dates;

Amendment to IFRS 7, 'Financial instruments: Disclosures' - disclosures on transfers of financial assets;

IAS19R 'Amendments to IAS 19 Employee Benefits';
IAS 1 'Presentation of Financial Statements' - Presentation of Items of Other Comprehensive Income; and

IFRS various Annual improvements 2013.

 

The adoption of these standards did not have a material impact on these condensed consolidated interim financial statements.

 

The restatement relating to IAS19R resulted in reclassification of net finance expenses with an immaterial impact to profit for the financial period.

 

The following standards and interpretations were issued by the IASB and IFRIC since the last Annual Report, but have not been adopted either because they were not endorsed by the European Union (EU) at 30 September 2013 or they are not yet mandatory and the Group has not chosen to early adopt.  The impact on the Group's financial statements of the future standards, amendments and interpretations is still under review, but the Group does not expect any of these changes to have a material impact on the results or the net assets of the Group:

 

International accounting standards and interpretations

Effective date

IFRS 9, 'Financial instruments '

1 January 2013

IFRS 10, 'Consolidated financial statements'

1 January 2013

IFRS 11, 'Joint arrangements' 

1 January 2013

IFRS 12, 'Disclosure of interests in other entities'

1 January 2013

IAS 27 (Revised 2011), 'Separate financial statements'

1 January 2013

IAS 28 (Revised 2011), 'Associates and joint ventures'

1 January 2013

IAS 32, 'Financial instruments: Presentation'

1 January 2014

Amendment to IAS 36, 'Impairment of assets' on recoverable amount disclosures              

1 January 2014

Amendment to IAS 39 on novation of derivatives and hedge accounting

1 January 2014

IFRIC 21, 'Levies'

1 January 2014

 

The preparation of the Interim Report requires management to make estimates and assumptions that affect the reported income and expense, assets and liabilities and disclosure of contingencies at the date of the interim report.  Although these estimates and assumptions are based on management's best judgment at the date of the Interim Report, actual results may differ from these estimates.

 

For these condensed consolidated interim financial statements the Group is not adopting the columnar format for its consolidated income statement as stated in the Group basis of preparation and accounting policies.

 

The statutory financial statements of London Stock Exchange Group plc for the year ended 31 March 2013, which carried an unqualified audit report, have been delivered to the Registrar of Companies and did not contain a statement under section 498 of the Companies Act 2006.

 

The Interim Report is unaudited but has been reviewed by the auditors and their review opinion is included in this report.

 

The Interim Report does not constitute statutory financial statements within the meaning of section 434 of the Companies Act 2006.

 

2. Segmental Information

Segmental disclosures for the six months ended 30 September 2013 are as follows:











Capital

Markets

Post Trade

Services

LCH. Clearnet

Information

Services

Technology

Services

Other

Eliminations

Group


£m

£m

£m

£m

£m

£m

£m

£m

Revenue from external customers

 145.2 

 48.1 

 111.2 

 168.3 

 29.4 

 2.0 

 - 

 504.2 

Inter-segmental revenue

 - 

 - 

 - 

 - 

 5.1 

 - 

 (5.1)

 - 

Revenue

 145.2 

 48.1 

 111.2 

 168.3 

 34.5 

 2.0 

 (5.1)

 504.2 

Net treasury income through CCP business

 - 

 28.1 

 30.5 

 - 

 - 

 - 

 - 

 58.6 

Other Income

 - 

 - 

 (2.0)

 - 

 - 

 4.3 

 - 

 2.3 

Total Income

 145.2 

 76.2 

 139.7 

 168.3 

 34.5 

 6.3 

 (5.1)

 565.1 










Operating profit before amortisation of purchased intangible assets and non-recurring items

 60.7 

 43.6 

 29.0 

 76.9 

 6.9 

 4.3 

 6.5 

 227.9 

Amortisation of purchased intangible assets








 (57.8)

Non-recurring items








 (19.1)

Operating profit








 151.0 

Net finance expense








 (35.0)

Profit before taxation








 116.0 










Other income statement items









Depreciation and software amortisation

 (13.9)

 (2.9)

 (4.6)

 (7.9)

 (2.0)

 (0.1)

 6.7 

 (24.7)










The segmental reporting incorporates LCH.Clearnet's results since its acquisition by the Group on 1 May 2013.  Comparative information for LCH.Clearnet has not been included within the following tables.

 

 

 

 

 

 

Segmental disclosures for the six months ended 30 September 2012 are as follows:












Capital

Markets

Post Trade

Services

Information

Services

Technology

Services

Other

Eliminations

Group



£m

£m

£m

£m

£m

£m

£m

Revenue


129.7 

44.6 

147.6 

25.6 

2.3 

349.8 

Inter-segmental revenue


10.9 

(10.9)

Revenue from external customers


129.7 

44.6 

147.6 

36.5 

2.3 

(10.9)

349.8 

Net treasury income through CCP business


68.1 

68.1 

Other Income


5.8 

5.8 

Total income


129.7 

112.7 

147.6 

36.5 

8.1 

(10.9)

423.7 










Operating profit / (loss) before amortisation of purchased intangible assets and non-recurring items


58.0 

86.2 

72.6 

1.2 

(0.2)

(0.6)

217.2 

Amortisation of purchased intangible assets








(44.6)

Non-recurring items








14.2 

Operating profit








186.8 

Net finance expense








(21.4)

Profit before taxation








165.4 










Other income statement items









Depreciation and software amortisation


 (11.5)

 (2.3)

 (5.3)

 (0.7)

 (0.1)

 - 

 (19.9)

 

 

 

 

Segmental disclosures for the year ended 31 March 2013 are as follows:












Capital

Markets

Post Trade

Services

Information

Services

Technology

Services

Other

Eliminations

Group



£m

£m

£m

£m

£m

£m

£m

Revenue


267.5 

91.8 

306.3 

56.1 

4.7 

726.4 

Inter-segmental revenue


21.3 

(21.3)

Revenue from external customers


267.5 

91.8 

306.3 

77.4 

4.7 

(21.3)

726.4 

Net treasury income through CCP business


116.7 

116.7 

Other Income


9.8 

9.8 

Total income


267.5 

208.5 

306.3 

77.4 

14.5 

(21.3)

852.9 










Operating profit / (loss) before amortisation of purchased intangible assets and non-recurring items


124.4 

146.7 

153.9 

5.5 

0.5 

(0.8)

430.2 

Amortisation of purchased intangible assets








(88.8)

Non-recurring items








7.0 

Operating profit








348.4 

Net finance expense








(49.5)

Profit before taxation








298.9 










Other income statement items









Depreciation and software amortisation


 (27.8)

 (5.6)

 (14.5)

 (4.6)

 (0.5)

 12.6 

 (40.4)










 

3. Expenses by nature






Expenses comprise the following:








Six months ended

30 September


Year ended

31 March



2013

2012


2013



£m

£m


£m

Cost of sales


 36.6

 29.0


 60.0

Employee costs


 140.3

 81.7


 167.3

Depreciation and non-acquisition software amortisation


 24.7

 19.9


 40.4

IT costs


 55.0

 32.3


 64.5

Other costs


 80.6

 43.6


 90.5

Total expenses


 337.2

 206.5


 422.7

 

4. Amortisation of purchased intangible assets and non-recurring items



Six months ended

30 September


Year ended

31 March



2013

2012


2013


Notes

£m

£m


£m

Amortisation of purchased intangible assets

9

 57.8 

 44.6 


 88.8 

Transaction costs/(credit)


 13.1 

 (15.1)


 (10.7)

Restructuring costs


 3.4 

 0.2 


 3.7 

Local non recoverable transaction taxes


 0.7 

 - 


 - 

Integration costs


 1.9 

 0.7 


 - 

Total affecting operating profit


 76.9 

 30.4 


 81.8 







Total affecting profit before tax


 76.9 

 30.4 


 81.8 







Tax effect on items affecting profit before tax






Deferred tax on amortisation of purchased intangible assets


 (5.8)

 (4.0)


 (9.1)

Current tax on amortisation of purchased intangible assets


 (1.1)

 (1.1)


 (2.2)

Tax effect on other items affecting profit before tax


 (1.9)

 (0.4)


 (1.0)

Total tax effect on items affecting profit before tax


 (8.8)

 (5.5)


 (12.3)







Total charge to income statement


 68.1 

 24.9 


 69.5 

 

5. Net finance expense








Six months ended

30 September


Year ended

31 March




Restated


Restated



2013

2012


2013



£m

£m


£m

Finance income






Bank deposit and other interest income


 1.1 

 1.5 


 2.4 

Other finance income


 1.1 

 - 


 0.3 

Investment Income


 0.3 

 - 


 - 



 2.5 

 1.5 


 2.7 







Finance expense






Interest payable on bank and other borrowings


 (36.2)

 (21.5)


 (48.2)

Other finance expense


 - 

 (1.0)


 (2.0)

Interest on discounted provision for leasehold properties


 (0.9)

 - 


 - 

Defined benefit pension scheme interest cost


 (0.4)

 (0.4)


 (2.0)



 (37.5)

 (22.9)


 (52.2)

Net finance expense


 (35.0)

 (21.4)


 (49.5)







Restatement relates to the adoption of the revised IAS 19 'Employee Benefits' (note 1).

 

6. Taxation








Six months ended

30 September


Year ended

31 March



2013

2012


2013

Taxation charged to the income statement


£m

£m


£m







Current tax:






UK corporation tax for the period


 13.3 

 14.9 


 30.5 

Overseas tax for the period


 35.4 

 40.1 


 78.6 

Adjustments in respect of previous years


 (0.2)

 - 


 (16.4)



 48.5 

 55.0 


 92.7 

Deferred tax:






Deferred tax for the period


 2.9 

 (0.2)


 0.3 

Adjustments in respect of previous years


 (3.0)

 0.1 


 (0.5)

Deferred tax rate change adjustment


 1.7 

 - 


 - 

Deferred tax credit on amortisation of purchased intangible assets


 (5.8)

 (4.0)


 (9.1)



 (4.2)

 (4.1)


 (9.3)

Taxation charge


 44.3

 50.9 


 83.4 

 

 

 

 

 

 



Six months ended

30 September


Year ended

31 March



2013

2012


2013

Taxation on items not credited/(charged) to income statement


£m

£m


£m







Current tax credit:






Tax allowance on share options/awards in excess of expense recognised


 0.2 

 0.9 


 2.0 




Deferred tax (loss)/credit:






Tax allowance on defined benefit pension scheme remeasurement (gain)/loss

 (1.1)

 1.3 


 1.7 

Tax allowance on share options/awards in excess of expense recognised

 0.8 

 (0.5)


 0.5 

Movement in value of available for sale financial assets


 (0.3)

 - 


 (0.4)

Adjustments relating to change in UK tax rate


 (0.5)

 - 


 0.1 



 (0.9)

 1.7 


 3.9 







Factors affecting the tax charge for the period






The income statement tax charge for the period differs from the standard rate of corporation tax in the UK of 23% as explained below:



Six months ended

30 September


Year ended

31 March



2013

2012


2013



£m

£m


£m

Profit before taxation


 116.0 

 165.4 


 298.9 







Profit multiplied by standard rate of corporation tax in the UK


 26.7 

 39.7 


 71.7 







Expenses not deductible/(income not taxable)


 1.8 

 (5.7)


 (2.2)

Adjustment arising from change in UK tax rate


 1.7 

 - 


 0.7 

Overseas earnings taxed at higher rate


 10.4 

 11.3 


 17.7 

Adjustments in respect of previous years


 (3.2)

 0.1 


 (16.8)

Amortisation of purchased intangibles


 6.9 

 5.5 


 12.3 

Taxation charge


 44.3 

 50.9 


 83.4 







The tax rate applied as at 30 September 2013 is the expected rate for the full financial year.

The standard UK corporation tax rate was 23% (24% for the periods ended 30 September 2012 and 31 March 2013).

 

7. Earnings per share












Earnings per share is presented on four bases: basic earnings per share; diluted earnings per share; adjusted basic earnings per share; and adjusted diluted earnings per share.  Basic earnings per share is in respect of all activities and diluted earnings per share takes into account the dilution effects which would arise on conversion or vesting of share options and share awards under the Employee Share Ownership Plan (ESOP).  Adjusted basic earnings per share and adjusted diluted earnings per share exclude amortisation of purchased intangible assets and adjusted items to enable a better comparison of the underlying earnings of the business with prior periods.









Six months ended

30 September


Year ended

31 March



2013

2012


2013







Basic earnings per share


24.9p

43.0p


80.4p

Diluted earnings per share


24.6p

42.4p


79.0p

Adjusted basic earnings per share


48.2p

51.8p


105.3p

Adjusted diluted earnings per share


47.7p

51.0p


103.4p









£m

£m


£m







Profit for the financial period attributable to equity holders


 67.1 

 116.0 


 217.0

Adjustments:






Amortisation of purchased intangible assets


 57.8 

 44.6 


 88.8 

Transaction costs/(credits)


 13.1 

 (15.1)


 (10.7)

Restructuring costs


 3.4 

 0.2 


 3.7 

Integration costs


 1.9 

 0.7 


 - 

Other costs


 0.7 

 - 


 - 

Unrealised net investment loss


 2.0 

 - 


 - 

Tax effect of amortisation and adjusted items


 (8.8)

 (5.5)


 (12.3)

Adjusted items, amortisation and taxation attributable to non-controlling interests


 (7.0)

 (1.2)


 (2.5)

Adjusted profit for the financial period attributable to equity holders

 130.2 

 139.7 


 284.0 







Weighted average number of shares - million


 270.0 

 269.6 


 269.8 

Effect of dilutive share options and awards - million


 2.8 

 4.2 


 4.8 

Diluted weighted average number of shares - million


 272.8 

 273.8 


 274.6 







The weighted average number of shares excludes those held in the ESOP.

 

8. Dividends







30 September


31 March



2013

2012


2013



£m

£m


£m






Final dividend for 2013 paid 19 August 2013: 19.8p per Ordinary share

 53.5

 - 


 - 

Interim dividend for 2013 paid 7 January 2013: 9.7p per Ordinary share

 - 

 - 


 26.2

Final dividend for 2012 paid 20 August 2012: 19.0p per Ordinary share

 - 

 51.2


 51.2



 53.5

 51.2


 77.4

 

An interim dividend relating to the six months ended 30 September 2013 of 10.1p, amounting to an estimated £27.2m, has been declared by the Board.

This interim dividend, which is due to be paid on 6 January 2014, is not reflected in this financial information.

9.  Intangible Assets









Purchased intangible assets




Goodwill

Customer and supplier relationships

Brands

Software, licenses and intellectual property

Software

Total


£m

£m

£m

£m

£m

£m

Cost:







31 March 2012

 1,188.9 

 959.5 

 236.8 

 342.4 

 219.0 

 2,946.6 

Additions

 - 

 - 

 - 

 - 

 8.1 

 8.1 

Foreign exchange

 (46.2)

 (27.1)

 (0.4)

 (4.6)

 (1.4)

 (79.7)

30 September 2012

 1,142.7 

 932.4 

 236.4 

 337.8 

 225.7 

 2,875.0 

Additions

 1.1 

 - 

 - 

 - 

 13.2 

 14.3 

Acquisition of subsidiaries

 4.1 

 - 

 - 

 - 

 0.5 

 4.6 

Disposals

 - 

 - 

 - 

 - 

 (84.4)

 (84.4)

Foreign exchange

 64.0 

 35.8 

 0.6 

 6.8 

 2.7 

 109.9 

31 March 2013

 1,211.9 

 968.2 

 237.0 

 344.6 

 157.7 

 2,919.4 

Additions

 - 

 - 

 - 

 - 

 18.6 

 18.6 

Acquisition of subsidiaries

 157.3 

 221.2 

 17.3 

 95.4 

 35.4 

 526.6 

Foreign exchange

 (15.8)

 (12.6)

 (0.4)

 (3.3)

 (2.1)

 (34.2)

30 September 2013

 1,353.4 

 253.9 

 436.7 

 209.6 

 3,430.4 








Amortisation and accumulated impairment:






31 March 2012

 437.3 

 135.8 

 7.3 

 76.5 

 172.3 

 829.2 

Amortisation charge for the period

 - 

 24.6 

 5.0 

 15.0 

 11.7 

 56.3 

Foreign exchange

 (17.4)

 (5.6)

 (0.2)

 (2.7)

 (1.0)

 (26.9)

30 September 2012

 419.9 

 154.8 

 12.1 

 88.8 

 183.0 

 858.6 

Amortisation charge for the period

 - 

 24.9 

 5.0 

 14.3 

 11.1 

 55.3 

Disposals

 - 

 - 

 - 

 - 

 (84.4)

 (84.4)

Foreign exchange

 25.7 

 8.5 

 0.3 

 4.4 

 1.7 

 40.6 

31 March 2013

 445.6 

 188.2 

 17.4 

 107.5 

 111.4 

 870.1 

Amortisation charge for the period

 - 

 30.1

 5.4 

 22.3 

 10.9 

 68.7 

Foreign exchange

 (4.9)

 (2.1)

 (0.1)

 (0.8)

 (0.7)

 (8.6)

30 September 2013

 440.7 

 22.7 

 129.0 

 121.6 

 930.2 








Net book values:







30 September 2013

 912.7 

 231.2 

 307.7 

 88.0 

 2,500.2 

31 March 2013

 766.3 

 780.0 

 219.6 

 237.1 

 46.3 

 2,049.3 

30 September 2012

 722.8 

 777.6 

 224.3 

 249.0 

 42.7 

 2,016.4 

 

The fair values of purchased intangible assets were principally valued using discounted cash flow methodologies and are being amortised over their useful economic lives, which do not normally exceed 25 years.  The goodwill arising on consolidation represents the growth potential and assembled workforces of the Italian Group, LCH.Clearnet Group, FTSE Group, MillenniumIT and Turquoise.

 

10.   Retirement benefit obligations

 

The Group operates separate defined benefit and defined contribution schemes.  The assets of the defined benefit and defined contribution schemes are held separately from those of the Group.  The 'Other plans' referred to below relate to the unfunded severance and leaving indemnity scheme trattamento di fine rapporto (TFR) operated by the Italian Group in accordance with Italian law, the employee benefit and retirement plan operated by MillenniumIT and the defined benefit pension scheme operated by LCH Group.

 


30 September


31 March



2013

2012


2013

Defined benefit (obligations)/assets for UK pension scheme


£m

£m


£m







Fair value of assets


 269.4 

 268.0 


 273.7 

Present value of funded obligations


 (286.2)

 (283.3)


 (291.4)

Deficit


 (16.8)

 (15.3)


 (17.7)







Movement in defined benefit net (liability)/asset during the period (UK Pension)



Six months ended

30 September


Year ended

31 March



2013

2012


2013



£m

£m


£m







At beginning of period


 (17.7)

 (9.8)


 (9.8)

Interest expense


 (0.3)

 (0.4)


 (1.7)

Contributions paid


 2.9 

 - 


 0.6 

Remeasurement loss


 (1.7)

 (5.1)


 (6.8)

At end of period


 (16.8)

 (15.3)


 (17.7)








Movement in defined benefit net asset/(liability) during the period (Other plans)



Six months ended

30 September


Year ended

31 March



2013

2012


2013


Notes

£m

£m


£m







At beginning of period


 (7.9)

 (6.7)


 (6.7)

Assets acquired in a business combination

17

 1.5 

 - 


 - 

Current service cost


 (1.5)

 (1.0)


 (1.9)

Interest expense


 0.1 

 - 


 (0.3)

Benefits paid


 1.4 

 1.6 


 1.4 

Remeasurement gain


 7.3 

 - 


 (0.1)

Exchange differences


 (0.1)

 - 


 (0.3)

At end of period


 0.8 

 (6.1)


 (7.9)







The gross assets and liabilities of the pension scheme operated by the LCH Group at 30 September 2013 were £168.8m and (£159.8m) respectively.

 

 

 

 

 

 

 

 

The main actuarial assumptions of the UK Pension plan are set out below:





Six months ended


Year ended





30 September


31 March





2013

2012


2013

Inflation rate - RPI




 3.3%

 2.9%


 3.4%

Inflation rate - CPI




 2.3%

 2.1%


 2.4%

Rate of increase in salaries




 3.3%

 3.9%


 3.4%

Rate of increase in pensions in payment




 3.5%

 3.3%


 3.6%

Discount rate




 4.6%

 4.5%


 4.5%

Expected return on assets








 - equities




 - 

 7.3%


 - 

 - bonds




 - 

 3.8%


 - 

 - property




 - 

 6.5%


 - 

 - pension buy in policy




 - 

 5.0%


 - 

Life expectancy from age 60 (Years)








 - Non retired male member




 28.0

 27.9


 28.0

 - Non retired female member




 30.8

 30.7


 30.8

 - Retired male member




 26.5

 26.3


 26.5

 - Retired female member




 29.3

 29.2


 29.3

 

The mortality assumptions are based on the standard tables S1NA published by the Institute and Faculty of Actuaries adjusted to take account of projected future improvements in life expectancy from the Self Administered Pension Scheme (SAPS) mortality survey, which was published in 2008. We have used an allowance for the medium cohort effect and applied a one per cent underpin in respect of future mortality improvements.

 

11. Trade and other receivables








30 September


31 March



2013

2012


2013



£m

£m


£m

Current






Trade receivables


 98.1

 98.5


 115.1

Other receivables


 37.6

 0.7


 5.9

Prepayments and accrued income


 90.1

 62.9


 64.7

Total trade and other receivables


 225.8

 162.1


 185.7

 

The carrying values less impairment provision of trade and other receivables are reasonable approximations of fair values.

 

Trade receivables that are not past due are not considered to be impaired.

 

12. Financial instruments by category












The financial instruments of the Group are categorised as follows:








30 September


31 March



2013

2012


2013



£m

£m


£m

Assets as per balance sheet












Financial assets of the CCP clearing business






- CCP trading assets


 5,865.3

 3,651.0


 3,426.6

- Receivables for repurchase transactions


 508,879.5

 111,376.3


 127,036.2

- Other receivables from clearing members


 4,522.8

 5,524.7


 7,144.8

- Financial assets held at fair value


 14,879.7

 65.0


 12.6

- Cash and cash equivalents of clearing members


 25,998.9

 7,448.0


 8,476.2

Financial assets of the CCP clearing business


 560,146.2

 128,065.0


 146,096.4

Assets held at fair value


 15.2

 5.9


 6.1

Total financial assets for CCP clearing


 560,161.4

 128,070.9


 146,102.5







Trade and other receivables


 135.7

 99.2


 121.0

Cash and cash equivalents


 923.1

 231.5


 446.2

Available for sale financial assets


 0.4

 0.4


 11.9

Cross currency interest rate swaps


 4.3

 18.9


 4.0

Cash flow hedges


 - 

 0.2


 - 

Forward foreign exchange contracts


 - 

 - 


 0.3

Other financial assets


 111.5

 - 


 - 

Total


 561,336.4

 128,421.1


 146,685.9









30 September


31 March



2013

2012


2013



£m

£m


£m

Liabilities as per balance sheet












Financial liabilities of the CCP clearing business






- CCP trading liabilities


 5,865.3

 3,651.0


 3,426.6

- Liabilities under repurchase transactions


 503,522.8

 111,376.3


 127,036.2

- Other payables to clearing members


 45,391.5

 12,949.6


 15,610.4

- Financial liabilities held at fair value


 33.1

 66.1


 14.9

Financial liabilities of the CCP clearing business


 554,812.7

 128,043.0


 146,088.1

Default funds


 5,335.0

 - 


 - 

Total financial liabilities for CCP clearing


 560,147.7

 128,043.0


 146,088.1







Trade and other payables


 402.1

 203.8


 233.4

Provisions


 45.9

 28.8


 27.3

Borrowings


 1,312.5

 713.2


 796.8

Cross currency interest rate swaps


 5.1

 - 


 3.5

Forward foreign exchange contracts


 - 

 - 


 0.1

Interest rate swaps


 21.8

 - 


 - 

Total


 561,935.1

 128,988.8


 147,149.2







The valuation of the CCP assets held at fair value through profit or loss is performed with reference to quoted prices from the markets to which they relate and therefore are all considered to be level 1.  The derivative financial instruments are considered to be level 2.







Financial assets and liabilities at fair value are initially recognised at fair value and subsequently re-measured at fair value, based on the market price of each security. The difference between the settlement price of each security at trade date and the market price of that security at the period end is recognised as a fair value gain or loss in the income statement.







The nature and composition of the CCP clearing business assets and liabilities is explained in the accounting policies note on pages 83 to 84 of the Group's Annual Report for the year ended 31 March 2013.







Other financial assets relate to liquidity funds held by the Group.






 

13.  Trade and other payables







30 September


31 March



2013

2012


2013



£m

£m


£m

Trade payables


 58.8

 23.6 


 30.4 

Social security and other taxes


 14.5

 8.6 


 12.5 

Other payables


 80.8

 20.7 


 26.4 

Accruals and deferred income


 248.0

 150.9 


 164.1 

Total trade and other payables


 402.1

 203.8 


 233.4 







Current


 399.5

 201.1 


 230.0 

Non-current


 2.6

 2.7 


 3.4 

Total trade and other payables


 402.1

 203.8 


 233.4 

 

14.  Borrowings








30 September


31 March



2013

2012


2013



£m

£m


£m

Current






Bank borrowings


 366.3

 203.2 


 0.4 



 366.3

 203.2 


 0.4 







Non-current






Bonds


 796.5

 499.3 


 796.5 

Bank borrowings


 - 

 10.9 


 - 

Preferred securities


 149.7

 - 


 - 

Deferred arrangement fees


 - 

 (0.2)


 (0.1)



 946.2

 510.0 


 796.4 







 

The Group has the following unsecured notes and bank facilities:





Notes/ Facility

Drawn value

Interest rate

Type

Expiry Date

£m

£m

%

Drawn value of facilities





Multi-currency revolving credit facility

Jul 2016

 250.0

 218.4

LIBOR + 0.8

Multi-currency revolving credit facility

Jul 2018

 450.0

 140.4

LIBOR + 0.95

Other uncommitted facility


 - 

 7.5


Total Bank facilities


 700.0

 366.3


Notes due July 2016

Jul 2016

 250.0

 251.2

6.125

Notes due October 2019

Oct 2019

 250.0

 248.0

9.125

Notes due November 2021

Nov 2021

 300.0

 297.3

4.750

Total bonds


 800.0

 796.5


Preferred securities

May 2017

 150.5

 149.7

6.576

Total debt and facilities


 1,650.5

 1,312.5







Cassa di Compensazione e Garanzia S.p.A. (CC&G) has direct intra-day access to refinancing with the Bank of Italy to cover its same day operational liquidity requirements.  In addition, CC&G is in the process of arranging commercial bank back-up credit lines to provide liquidity support for overnight and longer durations as required under the European Markets Infrastructure Regulation (EMIR).






LCH.Clearnet SA has a French banking licence and is able to access refinancing at the Banque de France to support its liquidity position and LCH.Clearnet Limited is deemed to have sufficient fungible liquid assets to maintain an appropriate liquidity position, currently without the requirement for committed credit lines.

 

15. Analysis of net debt







30 September


31 March



2013

2012


2013



£m

£m


£m

Due within one year






Cash and cash equivalents


 923.1 

 231.5 


 446.2 

Bank borrowings


 (366.3)

 (203.2)


 (0.4)

Derivative financial assets


 - 

 0.2 


 - 

Derivative financial liabilities


 (21.8)

 - 


 (0.1)



 535.0 

 28.5 


 445.7 

Due after one year






(Bank borrowings)/deferred arrangement fees


 - 

 (10.7)


 0.1 

Bonds


 (796.5)

 (499.3)


 (796.5)

Preferred securities


 (149.7)

 - 


 - 

Derivative financial assets


 4.3 

 18.9 


 4.3 

Derivative financial liabilities


 (5.1)

 - 


 (3.5)

Total net debt


 (412.0)

 (462.6)


 (349.9)

 

Reconciliation of net cash flow to movement in net debt


Six months ended

30 September


Year ended

31 March



2013

2012


2013



£m

£m


£m

Increase in cash in the period


 486.7 

 21.7 


 227.6 

Bond issue proceeds


 - 

 - 


 (297.6)

Bank loan repayments less new drawings


 (277.1)

 43.8 


 257.8 

Change in net debt resulting from cash flows


 209.6 

 65.5 


 187.8 







Foreign exchange movements


 (6.2)

 (6.2)


 2.6 

Movement on derivative financial assets and liabilities


 (23.3)

 16.0 


 (2.4)

Bond valuation adjustment


 0.1 

 0.1 


 0.1 

Acquired debt


 (242.3)

 - 


 - 

Net debt at the start of the period


 (349.9)

 (538.0)


 (538.0)

Net debt at the end of the period


 (412.0)

 (462.6)


 (349.9)

 

16. Net cash flow generated from operations













Six months ended

30 September


Year ended

31 March



2013

2012


2013



£m

£m


£m

Profit before taxation


 116.0 

 165.4 


 298.9 

Depreciation and amortisation


 82.5 

 64.5 


 129.2 

Gain on disposal of property, plant and equipment


 0.1 

 - 


 1.5 

Net finance expense


 35.0 

 21.4 


 49.5 

(Increase)/decrease in inventories


 (1.9)

 0.2 


 0.5 

(Increase)/decrease in trade and other receivables


 (11.2)

 12.2 


 (3.0)

Increase/(decrease) in trade and other payables


 20.1 

 (20.4)


 (9.6)

Borrowings costs capitalised


 - 

 - 


 (0.5)

Goodwill valuation amendment


 - 

 - 


 (1.2)

Decrease/(increase) in CCP financial assets


 32,872.0 

 (32,788.8)


 (43,590.5)

(Decrease)/increase in CCP clearing business liabilities


 (32,861.2)

 32,776.9 


 43,594.4 

Defined benefit pension obligation - contributions in excess of expenses charged


 (2.7)

 (0.4)


 (1.0)

Provisions utilised during the period


 (2.1)

 (2.0)


 (6.1)

(Increase)/decrease in assets held at fair value from operating activities


 (7.1)

 7.7 


 8.0 

Share scheme expense


 8.0 

 6.3 


 13.1 

Foreign exchange (gains)/losses on operating activities


 (10.8)

 3.0 


 4.3 

Cash generated from operations


 236.7 

 246.0 


 487.5 







Comprising:






Ongoing operating activities


 223.8 

 239.5 


 480.5 

Non-recurring items


 12.9 

 6.5 


 7.0 



 236.7 

 246.0 


 487.5 

 

17.   Business combinations

 

Acquisitions in the period to 30 September 2013

 

The Group made three acquisitions during the period.

 

On 5 April 2013, the Group and TMX Group Limited completed a transaction to combine their fixed income businesses into a new business, FTSE TMX Global Debt Capital Markets Limited. The transaction resulted in the Group acquiring a 75% stake in FTSE TMX Global Debt Capital Markets Limited for a total consideration of £78.1m.  The non-controlling interest ('NCI') has an option to sell the remaining 25% interest after 6 years or earlier in other limited scenarios.

 

On 1 May 2013, the Group completed the acquisition of a further 55.5% stake in LCH.Clearnet Group Limited ("LCH.Clearnet"), resulting in a majority stake of 57.8% in LCH.Clearnet. The total investment of £470.3m includes deferred consideration of £20.0m, payable on 30 September 2017 subject to acceleration or delay in certain limited circumstances.  The investment is inclusive of the Group's participation in the capital raise of LCH.Clearnet issued share capital of £158.2m.

 

On 23 September 2013, the Group acquired a 70% interest in EuroTLX SIM SpA for a consideration of £26.1m. The NCI has an option to sell the remaining 30% interest. The value of the option is dependent on achieving growth and cost synergies in the next financial year.

 





Contribution post acquisition


Date acquired

Total investment

Goodwill

Fair value of assets acquired

Revenue

Operating profit

Acquisition


£m

£m

£m

£m

£m








LCH.Clearnet Group Limited

1 May 2013

 470.3

 109.2

 361.1

 139.3

 22.6

EuroTLX SIM SpA

23 September 2013

 27.0

 20.8

 6.2

 0.2

 0.1

FTSE TMX Global Debt Capital Markets Limited

5 April 2013

 78.2

 27.4

 50.8

 5.8

 4.5



 575.5

 157.4

 418.1

 145.3

 27.2

 

 

 

 

 

The total investment included in the acquisition of LCH.Clearnet comprises cash consideration of £292.1m, deferred consideration of £20.0m and the Group's participation in the capital raise of £158.2m.  Included in the LCH.Clearnet value of assets acquired is £273.7m raised from all shareholders as part of the capital raise.

 

If all acquisitions had occurred on 1 April 2013, estimated Group revenue for the period would have been £540m, with operating profit (before acquisition amortisation and exceptional items) of £240m. These amounts have been calculated using the Group's accounting policies and based on available information.

 

The assets and liabilities arising out of each acquisition at the relevant acquisition date are as follows:

 


LCH.Clearnet Group Limited


EuroTLX SIM SpA


FTSE TMX Global Debt Capital Markets Limited


Total


Book value

Fair value


Book value

Fair value


Book value

Fair value


Book value

Fair value


£m

£m


£m

£m


£m

£m


£m

£m

Non-current assets:












Intangible assets

 55.4 

 294.7 


 0.1 

 0.1 


 11.0 

 75.9 


 66.5 

 370.7 

Goodwill

 119.9 

 - 


 - 

 - 


 90.1 

 - 


 210.0 

 - 

Property, plant and equipment

 14.6 

 14.6 


 0.9 

 0.9 


 - 

 - 


 15.5 

 15.5 

Other non-current assets

 24.0 

 24.0 


 - 

 - 


 - 

 - 


 24.0 

 24.0 

Current assets:












Cash and cash equivalents

 425.1 

 425.1 


 8.2

 8.2 


 2.7 

 2.7 


 436.0 

 436.0 

Other current assets

 466,555.5 

 466,555.5 


 2.5

 2.5 


 3.0 

 3.2 


 466,561.0 

 466,561.2 

Current liabilities:












Borrowings

 (92.4)

 (92.4)


 - 

 - 


 - 

 - 


 (92.4)

 (92.4)

Other current liabilities

 (461,088.1)

 (461,088.1)


 (2.8)

 (2.8)


 (4.4)

 (4.5)


 (461,095.3)

 (461,095.4)

Non-current liabilities:












Borrowings

 (152.4)

 (152.4)


 - 

 - 


 - 

 - 


 (152.4)

 (152.4)

Other non-current liabilities

 (5,213.2)

 (5,276.6)


 (0.1)

 (0.1)


 (4.5)

 (9.6)


 (5,217.8)

 (5,286.3)

Net assets

 648.4 

 704.4 


 8.8 

 8.8 


97.9 

 67.7 


 755.1 

 780.9 

Non controlling interest

 - 

 (343.3)


 (2.6)

 (2.6)


 - 

 (16.9)


 (2.6)

 (362.8)

Goodwill

 - 

 109.2 


 - 

 20.8 


 - 

 27.4 


 - 

 157.4 


 648.4 

 470.3 


 6.2 

 27.0 


 97.9 

 78.2 


 752.5 

 575.5 

Satisfied by:












Cash


 450.3 



 26.1 



 73.1 



 549.5 

Deferred consideration


 20.0 



 0.9 



 - 



 20.9 

Transfer of assets


 - 



 - 



 5.1 



 5.1 

Total investment


 470.3 



 27.0 



 78.2



 575.5 













The fair values are preliminary and will be finalised within twelve months of the acquisition date.

 

The fair value adjustments include:

 

LCH.Clearnet Group Limited

The additional £239.3m of intangible assets arising on consolidation represents £41.4m relating to various technologies, £33.5m relating to software licences, £152.1m relating to customer relationships and £12.3m relating to trade names. The fair values of these purchased intangible assets are being amortised over their remaining useful life from the date of completion. The goodwill of £109.2m arising on consolidation represents the growth of future expected income streams from customers and its assembled workforce.

 

Euro TLX SIM SpA

The goodwill of £20.8m arising on consolidation includes value attributed to its assembled workforce.

 

FTSE TMX Global Debt Capital Markets Limited

The goodwill of £27.4m arising on consolidation represents the potential for the Group to expand into new territories such as the USA (£16.3m), Australia (£7.4m) and China (£3.7m).

 

18.   Transactions with related parties

 

The nature and contractual terms of key management compensation and inter-company transactions with subsidiary undertakings during the period are consistent with the disclosures in Note 29 of the Annual Report for the year ended 31 March 2013.

 

19.   Commitments and contingencies

 

Contracted capital commitments and other contracted commitments not provided for in the Interim Report of the Group were £3.8m (30 September 2012: £7.0m).

 

LCH.Clearnet Group Limited is currently engaged in correspondence regarding concerns raised by administrators in relation to a past default exercise which could give rise to a claim against it. The amount and likelihood of success of any such claim, if made, is currently uncertain and accordingly no provision for any liability has been made in the interim statements.

 

20.   Post balance sheet events

 

On 22 October 2013, LCH.Clearnet Group Limited announced the consultancy phase with staff representatives of the social plan of its subsidiary, LCH.Clearnet SA.  This is expected to result in additional expenditure in future periods.  No provision or contingent commitment has been included in the interim results as a reasonable estimate of the costs cannot be made at this early stage.

 

Principal Risks

The Group is subject to a variety of risks which may have an impact on its ability to deliver on its strategy. As the Group has grown the risk management capabilities have been enhanced through the introduction of a new Group Enterprise-wide Risk Management Framework (ERMF) in the year ended 31 March 2013 ensuring that the risk assumed in executing the Group's strategy is adequately managed across all levels of the business.  The ERMF also enables the Board and Executive Management to maintain and annually attest to, the effectiveness of the systems of internal control and risk management as set out in the UK Corporate Governance Code.

 

The Group's principal risks and uncertainties and its internal control policies are consistent with those set out on pages 42 to 47 of its Annual Report for the year ended 31 March 2013.  Additional details regarding the Group's ERMF, its components, objectives, risk assessment process and control structure are set out on pages 40 to 41 of its Annual Report for the year ended 31 March 2013.

 

The principal risks and uncertainties which may affect the Group in the second half of the financial year include the following:

 

Global economy

The Group is highly dependent upon the level of activity in capital markets, as well as the individual market capitalisations of the issuers listed or admitted to trading on the markets that the Group operates. Many of the factors that influence the levels of secondary market trading, primary market issuance (listings), issuers' market capitalisations and trading and clearing volumes will be beyond the control of the Group, including economic, fiscal, legal, regulatory, political and geopolitical market conditions.

 

The continuing fragility of global financial markets and in particular the possible consequences of a global downturn on the Eurozone may impact markets and exchange rates with adverse consequences for the Group, which has a significant proportion of its assets, liabilities and expenses denominated in euro.

 

Competition

The Group operates in a highly competitive industry. Continued consolidation has fuelled competition including between companies in different geographical areas.

 

·      Capital Markets operations: there is a risk that competitors will improve their products, pricing and technology in a way that erodes our businesses. There is increasing competition for primary listings from other global exchanges and regional centres. The financial crisis, made more severe by the possibility of default of certain peripheral countries, has generated market instability which potentially could have a negative impact on market trends, new listings and new products.

·      Post Trade Services: the consolidation of clients has led to a concentration of revenues. Any future loss of liquidity or reduction in volumes on exchanges may impact clearing revenues.

·      Information Services: FTSE is currently the third largest index provider and consolidation within the industry is expected over the next three to five years. Client migration to competitors could lead to a loss of revenue.

·      Technology Services: there is intense competition across all activities and there are strong and established market players in some areas where we are establishing a presence.

 

Regulatory risk

The Group and its exchanges, CCPs and other regulated entities operate in highly and increasingly regulated industries and are subject to extensive regulation by governmental, competition and regulatory bodies at European and national levels. In particular, as a result of the multi-market environment, difficult global economic conditions, the increasing systemic importance of CCPs and prevailing regulatory changes, the Group may be subject to more intensive regulation of its businesses by regulators in the jurisdictions in which the Group operates or may in future operate, and potentially encounter conflict between regulatory regimes in these jurisdictions.

 

The Group's CCPs are currently undergoing the submission process for EMIR.  Disruptions or delays to the process could have a commercial impact on the CCPs.

 

In April, legislation came into force in the UK making "the administering of, and providing information to, specified benchmarks" a regulated activity; the only specified benchmark is LIBOR. However, it is possible that more indices could be subject to similar measures under proposals due to be published by the European Commission.

 

The Group may be required to adversely change the manner in which its exchanges, CCPs and authorised firms conduct their respective businesses, govern themselves and their liquidity and capital requirements.  Further increased capital requirements for market participants may adversely affect the level of market activity in the Group trading and clearing venues.

 

There have been a number of initiatives around the recovery and resolution of financial market infrastructure entities (FMIs), in particular CCPs, including from the European Parliament, European Commission, FSB, IOSCO and the UK government. The focus is on loss allocation (if the default waterfall is exhausted) and living wills (should the CCP no longer be viable). Some aspect of the regulation may have an adverse impact on the CCPs.

 

Compliance

There is a risk that one or more of the Group's regulated entities may fail to comply with the laws and regulatory and competition conditions to which it is, or becomes, subject. In this event, the regulated entity in question may be subject to censures, fines and other regulatory or legal proceedings.

 

Acquisition of a majority stake in LCH.Clearnet

The completion of the acquisition of a majority stake in LCH.Clearnet represents a significant increase in LSEG's operations including a material increase in the Group's balance sheet size (due to CCP assets and liabilities). As part of the alignment process, the enlarged Group is targeting specific cost savings and revenue increases. The acquisition of a majority stake will subject the Group to increased regulatory scrutiny and reporting complexity. A failure to successfully align the businesses of the enlarged Group may lead to: an increased cost base without a commensurate increase in revenue; a failure to capture future product and market opportunities; and risks in respect of capital requirements and regulatory relationships.

 

Investment risk (clearing)

The Group's clearing providers hold a significant amount of cash and securities deposited by clearing members as margin or default funds. To ensure optimum ongoing liquidity and immediate access to funds, CC&G and LCH.Clearnet deposit the cash received on both a secured basis (Government Bonds and central bank deposits) and on an unsecured basis (into the local bank markets). Under the European Market Infrastructure Regulation (EMIR) the latter must now be less than 5% but there remains a risk of loss on this 5% should a deposit taking bank in which funds are deposited default.

 

Counterparty credit and latent market risk (clearing)

The Group's CCPs guarantee final settlement of trades and manage counterparty credit risk for a range of assets and instruments including cash equities, equity derivatives, energy products, agricultural products, interest rate swaps, CDS, FX and corporate and Government bonds. As a consequence, the Group is exposed to counterparty credit risk and is also potentially exposed to market and liquidity risks if a member defaults.

 

CC&G and LCH.Clearnet SA have an interoperability agreement for Italian Government bonds traded on wholesale markets. Under this arrangement CC&G and LCH.Clearnet SA make reciprocal deposits of margins to reflect the traded positions on Italian participants.

 

Settlement and custodial risks

The Group offers post trade services and centralised administration of financial instruments through its CSD subsidiary, Monte Titoli. Monte Titoli offers pre-settlement, settlement and custody services. These activities carry counterparty risk (in particular asset commitment risk), operational risk and custody risk (including asset servicing risk).

 

Operational risks

The Group's businesses and major revenue streams are highly dependent on secure and stable technology performing to high levels of availability and throughput. Technology failures impact our clients and can potentially lead to a loss of trading volumes and adversely impact the Group's reputation and brand. The Group also has dependencies on a number of third parties for the provision of hardware, software, communication and networks for elements of its trading, data and other systems.

 

The Group has a number of major, complex projects and strategic actions underway concurrently, including implementation of new technology systems, cost management initiatives, and strategic development of the Group's post trade and derivatives businesses. If not delivered to sufficiently high standards and within agreed timescales, these could

have an adverse impact on the operation of core services and revenue growth, as well as damaging the Group's reputation.

 

The Group depends on having secure premises and uninterrupted operation of its IT systems and infrastructure. Potential security threats require continuous monitoring and assessment. Terrorist and cyber attacks and similar activities directed against our offices, operations, computer systems or networks could disrupt our markets, harm staff, tenants and visitors, and severely disrupt our business operations.

 

Going Concern

 

After making enquiries, the directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future.  For this reason they continue to adopt the going concern basis in preparing the financial statements.  The financial risk management objectives and policies of the Group and the exposure of the Group to market risk, credit risk and liquidity risk are discussed on pages 84 to 87 of the Annual Report for the Group for the year ended 31 March 2013.

 

Directors

 

The Directors of London Stock Exchange Group plc during the period ended 30 September 2013 were as follows:

 

Chris Gibson-Smith

Xavier Rolet

Paulo Scaroni

Paul Heiden

Andrea Munari

Massimo Tononi

Robert Webb

David Warren

Raffaele Jerusalmi

Baroness Janet Cohen

(resigned 18 July 2013)

Sergio Ermotti

(resigned 18 July 2013)

Gay Huey Evans

(resigned 18 July 2013)

Stuart Lewis

(appointed 12 June 2013)

Stephen O'Connor

(appointed 12 June 2013)

Jacques Aigrain

(appointed 1 May 2013)

 

Statement of Directors' responsibilities

 

The directors confirm that, to the best of their knowledge, this condensed consolidated interim financial information has been prepared in accordance with IAS 34 as adopted by the European Union and that the interim report herein includes a fair review of the information required by the Financial Services Authority's Disclosure and Transparency Rules 4.2.7 and 4.2.8, namely:

 

·    an indication of important events that have occurred during the first six months and their impact on the Interim Report, 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.

 

By order of the Board

 

 

 

Xavier Rolet

Chief Executive

 

 

 

David Warren

Chief Financial Officer

 

 

13 November 2013

 

Independent review report to London Stock Exchange Group plc

 

Introduction

We have been engaged by the company to review the condensed set of financial statements in the interim report for the six months ended 30 September 2013, which comprises the Condensed Consolidated Balance Sheet, the Condensed Consolidated  Income Statement, the Condensed Consolidated Statement of Comprehensive income, the Condensed Consolidated Cash Flow Statement, the Condensed Consolidated Statement of Changes in Equity and related notes. We have read the other information contained in the interim report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

 

Directors' responsibilities

The interim report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the interim report in accordance with the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority.

 

As disclosed in note 1, the annual financial statements of the group are prepared in accordance with IFRSs as adopted by the European Union. The condensed set of financial statements included in this interim report has been prepared in accordance with International Accounting Standard 34, "Interim Financial Reporting", as adopted by the European Union.

 

Our responsibility

Our responsibility is to express to the company a conclusion on the condensed set of financial statements in the interim report based on our review. This report, including the conclusion, has been prepared for and only for the company for the purpose of the Disclosure and Transparency Rules of the Financial Conduct Authority and for no other purpose. We do not, in producing this report, 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.

 

Scope of review

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410, 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity' issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making 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.

 

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the interim report for the six months ended 30 September 2013  is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosure and Transparency Rules of the United Kingdom's Financial Conduct Authority.

 

 

 

 

 

 

PricewaterhouseCoopers LLP

Chartered Accountants

London

13 November 2013


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