Final Results

St. James's Place Capital PLC 28 February 2002 PRESS RELEASE 28 February 2002 St. James's Place Capital Preliminary Announcement St. James's Place Capital plc has announced its annual results for the year ended 31 December 2001. The text of the announcement is attached. Enquiries: Sir Mark Weinberg, Chairman Tel: 020 7514 1909 Martin Moule, Finance Director Nitya Bolam, Brunswick Tel: 020 7404 5959 Announcement of annual results for the year ended 31st December 2001 St. James's Place Capital plc (SJPC) announces its annual result for the year ended 31st December 2001. Highlights of our core business, the St. James's Place Group ('the Group'): • pre-tax profits up 16% to £92.4 million (2000: £79.5 million) • satisfactory growth in total new business of 11%, with a 15% increase in life and pensions new business • size of the Partnership up 7% to 1,121 • assets under management up 10% to £6.3 billion • St. James's Place Bank and other wealth management services successfully launched Final dividend of 1.5p per share making a total dividend for the year of 2.75p (2000:2.25p) up 22%. Sir Mark Weinberg, Chairman, commented: 'We are pleased with the 16% growth in profits from our core life, pensions and investment business. The Group is well positioned to benefit from any improvement in market conditions, as well as from the proposed regulatory changes.' SUPPORTING STATEMENT Financial Results The results for the Group's core business show pleasing growth in pre-tax profits of 16% (from £79.5 million in 2000 to £92.4 million in 2001), reflecting the growth in new business both this year and in previous years. Life and Pensions: Pre-tax profits from the Group's life and pension business grew by 20% from £66.4 million to £79.5 million. These profits were affected by a number of items: Investment Performance: Although (as will be indicated later in this statement) the Group's investment funds performed well relative to the markets, the fact that actual investment performance fell behind the assumptions implicit in the embedded value calculations impacted profits adversely by £10.3 million pre-tax. Critical Illness: Following discussions with its reassurers, the Company has set aside £12.5 million pre-tax against future critical illness claims experience. Further details are given in note 9. Expenses: During the year the Group renegotiated the fees it pays to its Third Party Administrators and also transferred Dublin staff to the newly established Italian joint venture Nascent. Both initiatives realised substantial reductions in costs, giving a benefit of £10.9 million pre-tax. Unit trusts: Unit trust business pre-tax profits grew by 55% from £6.7 million to £10.4 million reflecting the very large growth in funds under management in recent years. Wealth Management Services: After allowing for set-up costs and payments to Partners, the wealth management services described later broke even, which was a significantly more favourable outcome than had been anticipated for the first year of trading. While the main benefit from these services will be the ability of Partners to sell more core business to existing and new clients, we look forward to this business generating profits in future periods. Participating Interests: LAHC shows a full year loss of £12.2 million pre-tax, although its accounts are dominated by one-off items, including the impact of the falling stock market. As reported in the notes to the Interim Statement, the loss for the year includes the effect of adopting a proposed change in accounting methodology which resulted in a deduction of £60.9 million. The major part of this amount represents SJPC's share of the present value of profits from future DSS contributions which is no longer taken into account in calculating SJPC's share of LAHC's embedded value. It will instead emerge as an addition to the profits of future years as these contributions are collected from the DSS. After stripping out the various one-off effects, SJPC's share of the underlying profits from the business would have been £18.9 million. Full details are given in note 7. Nascent: As announced in the Interim Statement in July 2001, the introduction of GS Capital Partners into this venture reduced our holding to just over 26%, which will ultimately reduce to just under 20% when allowing for the effect of shares held in an employee trust. The holding is treated as an investment and is not equity accounted (see note 8). Despite continuing difficult conditions in the Italian market flowing from the falls in equity prices, Nascent Group has made further progress in establishing its presence. Starting the year 2001 with a sales force of 62, it now has a sales force of 258 (including insurance advisers), operating from 25 locations which cover most areas of the country. Investment sales for its first full year of operation totalled £101.2 million, of which £70.1 million were the Group's own products and £31.1 million those of other fund management firms. Accounting Basis: We continue to publish our results on an 'embedded value' basis using conservative assumptions. The Directors believe this provides the most meaningful, consistent and appropriate measure of our performance. However, the accounting standards for insurance groups are in a state of transition and are likely to change in the short term, as a result of initiatives led by accounting standard setting boards and the industry. The St. James's Place Partnership and New Business 2001: The Group continues to attract experienced high quality advisers. The size of the Partnership grew by 7% from 1,050 to 1,121 during the year. It will be recalled that in the year 2000, the Group's total new business (on the standard industry measure) was 42% higher than for the previous year, much the greater part of which reflected a large increase in productivity per Partner. Against this background, as well as the difficult market conditions of the year, the 11% increase in total new business during 2001 should be regarded as highly satisfactory. Only 5% of this new business was Stakeholder pensions. New life and pension sales increased by 15% in the year. The problems created by the second year of weak stock markets was underlined by the 21% fall in sales suffered by the unit trust industry as a whole, while our unit trust business was down only 8%. The resilience of the Partnership was demonstrated by the fact that, even in these conditions and following the very large increase in productivity the previous year, productivity per Partner increased marginally during 2001. 2002: The unsettled markets in the current year continue to affect investment business. This is illustrated by the 41% fall in ISA/PEP sales for the industry for January 2002 reported by AUTIF. The level of new business for St. James's Place in the opening weeks of the current year has been running at about 10% lower than in the corresponding period last year. This did not reflect a reduction in activity as the number of cases per Partner was the same as last year but rather a reduction in the average case size. We have frequently referred to the strength that the Group derives from having its own distribution, the St. James's Place Partnership, which in turn has shown its ability to adapt to changing market conditions. However, this should not be judged over the short term. Our longer-term target remains a growth in new business of between 15% and 20% per annum and we believe that we particularly well-positioned to benefit when market conditions improve. Wealth Management Services In my statement last year, I referred to the steps we were taking to introduce, through joint ventures, a range of additional financial services which would enable the members of the Partnership to position themselves as providers of a broadly-based wealth management service. Considerable progress was made during the year in introducing facilities for what is known in the Group as 'the Wheel ', with the Partnership as the hub and the range of services they can offer as the spokes. The most important development of the year was the launch, at the end of June, of St. James's Place Bank, offering our own branded version of the Halifax Intelligent Finance suite of services. In the six months since then, 4,590 clients have joined the St. James's Place Bank through members of the Partnership. Mortgages taken out through the Bank in the period amounted to £221.6 million; when added to the mortgages taken out through our existing panel of providers, mortgages placed by the Partnership during the year exceeded £1 billion. Current and savings account balances totalled £128.9 million. The Portfolio Management Service, launched in March with Laing and Cruickshank and Morgan Stanley Quilters, produced portfolios of £67.6 million, while the Trust and Estates Planning Service, launched with two leading firms of solicitors, resulted in 221 completed cases, of which 21 involved properties exceeding £1 million. Group Employee Benefits, launched in May through Swiss Life, produced life sums assured of £10.2 million, critical illness cover of £5 million and permanent health insurance of £2.2 million per annum. Gross fees generated from these services before payments to Partners were £5 million. We are particularly pleased that we have exceeded both our initial sales and financial targets in our entry into wealth management. This contrasts with the experience of many large financial groups that had announced ambitious plans in this field, involving the expenditure of large amounts of money, and then abandoned or cut back their operations during the course of the year. The experience of these groups has led to a belief in some quarters that the concept of catering for the needs of the 'mass affluent' is flawed. We believe, however, that our experience has validated the point made in this statement last year. Rather than, as the banks do, starting with a mere transactional relationship and expecting the customer either to develop a personal advisory relationship or to sort out his or her needs on the internet, we start with a trusting personal relationship between the client and the Partner, who then makes the much less difficult introduction to the banking and other services. While we continue to give our clients on-line access to information on their investments, and indeed to enhance this service, we are committed to making our products available solely on an advisory basis through members of the Partnership. As the Partnership consists entirely of experienced financial advisers, who on average have been in the financial services industry for 14 years, we believe that we are particularly well placed to make major inroads into the market for wealth management. A number of additional services will be added to the 'Wheel'. Projects that are under consideration for the coming year include a general insurance broking service, medical insurance and a corporate banking service. While the existing and new services can be expected to produce fees for the Partners and profits for the Group, the primary drive behind these developments is our belief that putting Partners in a position to offer a fuller range of services for their clients will lead to improved growth prospects for our core business, both by increasing the productivity of our existing Partners and by attracting more high quality advisers to join the Partnership. In addition to catering for the needs of the mass affluent, we continue to see signs that the Partners are gaining the confidence of high net worth individuals and families who have until now tended to use only the services of traditional private banks. Investing in Systems to Improve Service and Efficiency In order to make the broadening range of services as seamless as possible, from the point of view of both clients and the Partners, we are investing some £6 million over the next year to develop an automated new business processing system and systems infrastructure. The new systems infrastructure will underpin the various processes and systems we will use to support our wealth management requirements and reporting. This will enable us to deliver management summaries to clients across all the areas that make up the wheel: Building and preserving capital (lump sum and regular contribution investments); Managing cash and borrowings (banking and mortgage products); and Financial protection against risk (life and health risks and general insurance). We are aware that many of our competitors, including new entrants to the wealth management arena, have invested huge amounts in their support systems with little likelihood of a return on their investments within a reasonable timescale. We believe that our approach of realistic yet cautious investment in our systems and infrastructure, with a clear return on capital deployed, is the right strategy to adopt. The St. James's Place Approach to Investment Management Second in importance only to the unique quality of the Partnership, a key differentiator between St. James's Place and other financial services organisations is the St. James's Place Approach to Investment Management. Investment management for both pension funds and individuals has come under scrutiny from a number of quarters, not least by the recent report of the Myners Review. Attention has been drawn to the tendency of investment institutions to shadow the stock indices or the funds of other investment institutions in the management of portfolios (the so-called 'herd instinct') rather than to undertake genuinely active management. From the start, our Group decided to adopt a radically different approach, by not employing any investment managers of our own and contracting out the investment management of all our funds to external investment management firms. This process has been further refined over the past three years through retaining independent investment consultants, Stamford Associates. Our Investment Committee, of which I am Chairman, with the help of Stamford Associates, selects what we regard as the best available managers for our funds and thereafter continuously monitors the management of those funds. Where deemed appropriate, we remove any of the managers and select other managers to take over the investment of these funds; since the investor remains invested in the same fund, the change of manager is seamless from his or her point of view and there are no charges or tax consequences for the investor. Our approach offers one other important advantage for our investors. While providing a wide range of specialised funds to meet differing objectives of our clients, we recommend that investors spread their money between our five Managed Funds for either life or pension business. As the managers of these five funds have been selected not merely on our assessment of their ability and skill but also to ensure a diversity of investment styles, an investment spread between the five Managed Funds gives investors very wide diversification of risk. This policy of encouraging investors to spread their money amongst the five Managed Funds also enables us to select managers who adopt a genuinely active investment approach so as to offer scope for significant added value. While recognising that past performance is no guarantee of future performance, it is reassuring to be able to record (as indeed I have been able to record in previous years) that our approach has resulted in superior performance over the longer term. An investor who spread his or her money equally between the three life or pension Managed Funds that have been in existence since we started business 10 years ago has enjoyed top quartile return relative to the average performance of funds in the market over the period, with the pension funds coming 4th out of 106 funds in the sector (source: Standard & Poor's Micropal). Although investment performance should be assessed over the longer term, it is pleasing to note once again that most of our funds have performed well in the difficult conditions of the year 2001. In the authoritative CAPS survey of pension funds, three of our five Managed Funds occupied 1st, 2nd and 10th place out of the 83 funds in the survey for the year 2001, with our GAM managed fund the only fund in the survey to show a positive return for the year. Particular mention should also be made of the pension Managed Fund looked after by Taube Hodson Stonex Partners which was ranked 2nd by CAPS over 3 years and 1st over 5 years and 10 years. In addition six out of our eleven unit trusts were ranked by Micropal in the top quartile of their classes, with four more in the second quartile. Polarisation The proposals put forward by the Financial Services Authority in its recent consultation paper on Polarisation were more radical than had been expected in most quarters. While a great deal will depend on the results of the consultation and on the detailed wording of the rules that emerge, the broad lines of the new regime appear clear: that polarisation (the division of financial advisers into those tied to a single provider and 'independents' who are free to sell the products of all providers) will be abolished, leaving it to improved disclosure requirements to accompany the provision to consumers of a range of choices. The paper also recommends that advisers should only be able to describe themselves as 'independent' if they are remunerated by fees rather than commission. We have long argued that allowing product providers such as us to make products of other companies available through their advisers would lead to a better service for consumers. We have indeed already followed this approach in areas not covered by the polarisation rules, such as the offering of Group Employee Benefits through Swiss Life, and this change in the regime will enable us to provide a significantly better service to our clients. We also believe that experienced financial advisers who decide to join a company will be all the more likely to choose to join the Partnership when St. James's Place is able to provide an even wider range of products and services. Final Dividend Subject to the approval of shareholders at the Annual General Meeting, a final dividend of 1.5p per share will be paid to shareholders on the register on 19th April 2002 making a total of 2.75p for the full year. This represents a 22% increase over 2000, when the total dividend was 2.25p per share. Sir Mark Weinberg 28 February 2002 CONSOLIDATED PROFIT AND LOSS ACCOUNT LONG-TERM BUSINESS TECHNICAL ACCOUNT Year Ended Year Ended 31 December 31 December 2001 2000 Notes £' Million £' Million Earned premiums, net of reinsurance Gross premiums written 4 1,308.5 1,135.0 Outwards reinsurance premiums (26.7) (22.9) 4 1,281.8 1,112.1 Investment income 59.7 560.2 Other technical income 1.5 8.0 1,343.0 1,680.3 Claims incurred, net of reinsurance Claims paid - Gross amount (255.8) (236.6) - Reinsurers' share 19.7 18.6 (236.1) (218.0) Change in the provision for claims - Gross amount (0.8) (5.1) - Reinsurers' share (0.2) 1.7 (1.0) (3.4) (237.1) (221.4) Changes in other technical provisions, net of reinsurance Long-term business provision - Gross amount (34.3) 2.2 - Reinsurers' share 15.1 (1.3) (19.2) 0.9 Technical provisions for linked liabilities (520.2) (796.7) Net operating expenses (150.2) (161.3) Investment expenses and charges (17.2) (12.7) Unrealised losses on investments (407.2) (452.4) Tax attributable to the long-term business (2.4) (32.5) (1,353.5) (1,676.1) Balance on the long-term business technical account before the increase in value of long-term business in force (10.5) 4.2 Increase in value of long-term business in 66.2 37.3 force Balance on the long-term business technical account 55.7 41.5 The notes and information following form part of this announcement. CONSOLIDATED PROFIT AND LOSS ACCOUNT NON-TECHNICAL ACCOUNT Restated Year Ended Year Ended 31 December 31 December 2001 2000 Notes £' Million £' Million Balance on the long-term business technical account 55.7 41.5 Tax credit attributable to balance on long term business technical account 23.8 16.0 Shareholders' profit from long-term business 79.5 57.5 Investment income Income from participating interests (12.2) 16.4 Income from other investments 6.2 7.3 Investment expenses and charges (0.6) (0.5) Other income Income from unit trust operations 10.4 6.7 Other income 3.0 3.3 Other charges (6.1) (8.0) Operating profit, being profit on ordinary activities before tax 4 80.2 82.7 Tax on profit on ordinary activities 4 (21.0) (24.9) Profit on ordinary activities after tax, being profit for the financial year 4 59.2 57.8 Dividends 5 (11.8) (9.5) Retained profit for the financial year 47.4 48.3 Pence Pence Dividend per share 5 2.75 2.25 Earnings per share 6 13.9 13.7 Adjusted earnings per share 6 13.9 16.3 Diluted earning per share 6 13.1 13.1 Diluted adjusted earnings per share 6 13.1 15.7 In arriving at operating profit, unless otherwise stated, all amounts are in respect of continuing operations in both the current and previous year. In accordance with the amendment to FRS3 published in June 1999, no note of historical cost profits has been prepared as the Group's only material gains and losses on assets relate to the holding and disposal of investments. The Company has no other recognised gains and losses during the current and previous year and therefore a separate statement of total recognised gains and losses has not been presented. The notes and information following form part of this announcement. CONSOLIDATED BALANCE SHEET AT 31 DECEMBER 2001 2000 Notes £' Million £' Million ASSETS Investments Land and buildings 1.3 1.2 Investments in participating interests 7 88.4 96.9 Other financial investments Shares and other variable yield securities 8 13.8 6.6 Debt securities and other fixed income securities 44.8 37.3 Deposits with credit institutions 65.5 108.4 124.1 152.3 213.8 250.4 Value of long-term business in force 11 287.9 221.7 Assets held to cover linked liabilities 4,796.6 4,276.4 Reinsurers' share of technical provisions Long-term business provision 55.5 16.7 Claims outstanding 3.2 3.4 58.7 20.1 Debtors Debtors arising out of direct insurance operations - due from policyholders 5.8 8.4 Other debtors 63.6 55.9 69.4 64.3 Other assets Tangible assets 8.5 6.4 Cash at bank and in hand 47.4 51.4 55.9 57.8 Prepayments and accrued income Deferred acquisition costs 55.0 37.3 Other prepayments and accrued income 59.1 41.4 114.1 78.7 Total assets 5,596.4 4,969.4 The notes and information following form part of this announcement. CONSOLIDATED BALANCE SHEET AT 31 DECEMBER 2001 2000 Notes £' Million £' Million LIABILITIES Capital and reserves Called up share capital 14 64.3 63.8 Share premium account 3.4 0.5 Shares to be issued 0.5 0.6 Other reserves 228.2 162.0 Profit and loss account 213.2 232.0 Equity shareholders' funds 16 509.6 458.9 Technical provisions Long-term business provision 10 107.5 73.2 Claims outstanding 13.4 12.6 120.9 85.8 Technical provisions for linked liabilities 4,796.6 4,276.4 Provisions for other risks and charges 17 19.8 16.9 Creditors Creditors arising out of direct insurance operations 3.8 10.8 Amounts owed to credit institutions 14.6 10.8 Amounts due to reinsurers 9 23.7 - Other creditors including taxation and social security 85.8 83.4 Proposed dividend 5 6.4 5.3 134.3 110.3 Accruals and deferred income 15.2 21.1 Total liabilities 5,596.4 4,969.4 The notes and information following form part of this announcement. CONSOLIDATED CASH FLOW STATEMENT (EXCLUDING POLICYHOLDER FUNDS) Year Ended Year Ended 31 December 31 December 2001 2000 Notes £' Million £' Million Shareholders' net cash outflow from long-term business (20.0) - Other operating cashflows attributable to shareholders 5.4 (3.2) Net cash outflow from operating activities 18 (14.6) (3.2) Interest Interest received 5.2 6.9 Interest paid (0.6) (0.5) 4.6 6.4 Taxation Corporation tax paid (3.5) (17.8) Capital expenditure Purchase of tangible fixed assets (5.4) (3.8) Sale of fixed assets 0.7 0.5 (4.7) (3.3) Acquisitions and disposals Disposal of subsidiary undertaking 0.1 - Cash disposed of with subsidiary (0.1) - Investment in shares and other variable yield (6.9) - securities (6.9) - Equity dividends paid (10.7) (8.4) Financing Repayment of loan (7.0) - Issue of ordinary share capital 3.3 0.5 (3.7) 0.5 Net cash outflow in the year (39.5) (25.8) Net cash outflow was applied as follows: Decrease in cash holdings (15.6) (0.2) Net portfolio investments Withdrawals from credit institutions (23.9) (25.6) Net application of cash flows 19 (39.5) (25.8) The notes and information following form part of this announcement. NOTES TO THE ANNOUNCEMENT 1. Basis of preparation The consolidated financial statements of the Company and its wholly owned life insurance and non insurance subsidiary undertakings, have been prepared in accordance with the provisions of section 255A of, and the special provisions relating to insurance groups of Schedule 9A to, the Companies Act 1985 and with applicable accounting standards. The financial statements are prepared in accordance with applicable accounting standards and with the Association of British Insurers' Statement of Recommended Practice on Accounting for Insurance Business ('ABI SORP') dated December 1998, other than the recognition of the present value of in-force long-term assurance business, which has been included as an additional asset in these financial statements. The Directors consider this provides a more meaningful, consistent and appropriate presentation for the shareholders and other users of the financial statements. The Group adopted the elements of FRS 18 'Accounting Policies' which apply for the year ending 31 December 2001. The relevant disclosures are shown in notes 10 and 11. 2. Profit recognition and value of long-term business in force Profits from the long-term assurance business are determined on a basis which recognises as profit the statutory result arising in the period, determined by the subsidiary companies' Appointed Actuaries following their annual investigations, together with the change in the present value of future surpluses expected to emerge from the business currently in force. This is determined annually in consultation with independent actuaries. The statutory result arising in the period is required to be adjusted under the Companies Act 1985 (Insurance Companies Accounts) Regulations 1993 for certain items, including the deferral of acquisition costs and movements in certain reserves, which are recognised in the long-term business technical account. The movement in the present value of future surpluses expected to emerge from the business currently in force is reported separately within the long-term business technical account as the 'increase in value of long-term business in force'. The value of long-term business in force included in the balance sheet is net of taxation and includes both acquired and self-generated business. The movement in the present value of long-term business in force is initially calculated at the post-tax level and is grossed up on the basis that it will be taxed in the UK at the underlying rate of tax. The post tax movement in the present value of long-term business in force arising in the period is transferred to non-distributable reserves and is treated as non-distributable until such time as it emerges as part of the statutory result arising during subsequent years. 3. Other accounting policies The other accounting policies used by the Group in preparing the results are also consistent with those applied in preparing statutory accounts for the year ended 31 December 2000. 4. Segmental analysis Premiums written Year Ended Year Ended 31 December 31 December 2001 2000 £' Million £' Million Life Business Single premiums 812.1 779.0 Regular premiums 99.3 89.2 Reinsurances - Risk (13.0) (11.3) - Financial (4.5) (4.1) 893.9 852.8 Pension Business Single premiums 245.0 133.1 Regular premiums 140.2 124.2 Reinsurances - Risk (1.5) (1.7) 383.7 255.6 Permanent health insurance Regular premiums 11.9 9.5 Reinsurances - Risk (7.7) (5.8) 4.2 3.7 1,281.8 1,112.1 Gross premiums comprise: Individual business 1,254.1 1,043.1 Group contracts 54.4 91.9 Total gross premiums 1,308.5 1,135.0 Gross new annualised premiums comprise: Life - single premiums 812.1 779.0 Life - regular premiums 22.9 23.9 Pension - single premiums 245.0 133.1 Pension - regular premiums 36.5 36.4 Permanent health 4.3 1.6 1,120.8 974.0 The insurance business written by the Group relates to only direct insurance that is principally sold in the UK. However, included in the above figures are total new business figures of £5.0 million (2000: £2.1 million) arising from the Group's Italian operation with Nascent, which are fully reassured to Nascent. The Irish life business written was £348.6 million (2000: £347.8 million) Excluded from the above figures are total new business figures of £9.0 million (2000: £Nil) arising from sales of Stakeholder pensions through Clerical Medical by St. James's Place Partnership. In addition to the new long-term business, the Group issued new single premium unit trust business of £313.3 million (2000: £341.6 million). The total new single premium business including unit trusts was £1,370.4 million (2000: £1,253.7 million). Profit on ordinary activities Year Ended Year Ended 31 December 31 December 2001 2001 £' Million £' Million St. James's Place Group Life business (before exceptionals) 79.5 66.4 Unit trust business 10.4 6.7 Other 2.5 6.4 92.4 79.5 Participating interests LAHC (12.2) 16.4 Profit before exceptional items 80.2 95.9 Exceptionals - Halifax transaction and re-branding costs - (13.2) Profit on ordinary activities before taxation 80.2 82.7 Taxation Life business (23.8) (18.0) Unit trust business (3.1) (2.0) Other 2.2 (1.9) LAHC 3.7 (4.9) Exceptionals - Halifax transaction and re-branding costs - 1.9 (21.0) (24.9) Profit on ordinary activities after taxation 59.2 57.8 The acquisition of 60% of the share capital of SJPC by Halifax Group plc was completed on 2 June 2000 and resulted in the occurrence of a number of one-off transaction and re-branding costs. In the prior year comparative figures, in addition to the £8.9 million charged in the technical account, a further £4.3 million was charged to the non-technical account giving total exceptional costs of £13.2 million. These exceptional items related wholly to continuing operations. The net asset value per share at 31 December 2001, calculated on the number of shares in issue at that date, was 118.8 pence (2000: 107.9 pence). 5. Dividends Year Ended Year Ended Year Ended Year Ended 31 December 31 December 31 December 31 December 2001 2000 2001 2000 Pence Pence per share per share £' Million £' Million Interim dividend paid 1.25 1.00 5.4 4.2 Final dividend proposed 1.50 1.25 6.4 5.3 2.75 2.25 11.8 9.5 The proposed dividend of 1.50p per share is payable on 17 May 2002 to those shareholders on the register on 19 April 2002. 6. Earnings per share Year Ended Year Ended 31 December 31 December 2001 2000 Pence per share Pence per share Profits on ordinary activities after taxation 13.9 13.7 Adjustments Halifax exceptional costs - 2.6 Adjusted earnings 13.9 16.3 Diluted earnings 13.1 13.1 Diluted adjusted earnings 13.1 15.7 The above table sets out earnings per share, adjusted earnings per share and their diluted counterparts. Prior year adjusted earnings per share figures have been presented to eliminate the exceptional items. The earnings per share has been calculated using the profit on ordinary activities after tax of £59.2 million (2000: £57.8 million) and a weighted average number of shares in issue for the year ended 31 December 2001 of 427.2 million (2000: 423.2 million). The adjusted earnings per share has been calculated using an adjusted profit after tax of £59.2 million (2000: £69.1 million). The diluted earnings per share has been calculated using 452.8 million shares (2000: 441.3 million) which takes account of the dilutive effect of options over 57.0 million shares (2000: 58.3 million). 7. Investments in participating interests LAHC The Group holds an investment of 22.6% (2000: 22.6%) in the 1 pence shares of Life Assurance Holding Corporation Limited ('LAHC'). This investment is held indirectly by the Company and has been dealt with in the consolidated accounts as a participating interest and equity accounted on the basis of management accounts covering the year ended 31 December 2001. The movement in the interest in LAHC is analysed below: £' Million Carrying Value Note At 1 January 2001 96.9 Underlying profit 18.9 Investment variance a (29.6) Modification to calculation basis b (60.9) Aberdeen transaction c 27.4 Commutation of indemnities d 32.0 Share of pre-tax results in year (12.2) Share of tax in year 3.7 As at 31 December 2001 88.4 Notes: a) investment variance reflects the difference between the long term investment assumptions and actual experience. b) LAHC has adjusted the basis of calculation of the value of in force business. The principal effect of this has been to eliminate future DSS rebate business and the profit effect of future DSS rebates will be reflected in future years as they are received. c) Non-recurring gains arose on the transfer of LAHC's investment management operation to Aberdeen Asset Managers Limited. d) Non-recurring gains arose on the re-negotiation of certain indemnities held by LAHC as a result of its acquisition of various life businesses in earlier years. LAHC is registered in England and Wales and operates principally in the United Kingdom. Year Ended Year Ended Year Ended Year Ended 31 December 31 December 31 December 31 December 2001 2001 2000 2000 LAHC SJPC Share LAHC SJPC Share £'Million £'Million £'Million £'Million (Loss)/profit before tax (53.8) (12.2) 72.7 16.4 (Loss)/profit after tax (37.6) (8.5) 50.9 11.5 Capital and reserves 390.9 88.4 428.5 96.9 8. Shares and Variable Yield Securities Nascent Group SA ('Nascent') Nascent is a holding company incorporated in Luxembourg, owning an Italian financial services business. As another party controls in excess of 50% of the voting capital of Nascent, SJPC considers that the level of influence it may exercise over the management of Nascent to be restricted. As a result, the Directors consider the holding in Nascent to be an investment. The holding has been brought into the accounts at a value of £13.4 million, being the cost of the investment. The classes of share and the percentage held in Nascent are as detailed below. Class of share No % Ordinary shares of €1.25* 41,497 19.5 12.5% cumulative redeemable preference shares of €1.25** 173,483 26.7 *SJPC also has voting power over 17,758 ordinary shares in an employee trust giving it voting control of 27.8% of the ordinary shares. **Dependent on future conditions, the cumulative preference shares may be either redeemed or converted into ordinary shares. 9. Critical illness experience During the last quarter of 2001 the Group entered discussions with its reassurers over an increase in recent claims experience on its critical illness plans. As a result of the uncertainty over future experience, the Company entered into a financial reassurance arrangement where the reassurer agreed to maintain the current rates provided it could recover experience in excess of those rates from profits on future new business written by the Group. The effect of this reassurance is that there is no deterioration in the Group's solvency position as at 31 December 2001. Following discussions with its Appointed Actuaries the Group has increased its statutory long-term provision prior to reassurance by £23.7 million, although the net provision (after reassurance) remains unchanged as a result of the financial reassurance. This financial reassurance has been accounted for in accordance with FRS 5 'Reporting the substance of transactions' and accordingly a liability of £23.7 million has been established. The cash balance outstanding under the arrangement at 31 December 2001 was, however, £nil. After adjusting the statutory long-term business provision for certain elements, which have been taken to the value of long-term business in force, the impact on the reported profit for the year is £12.5 million before tax, as disclosed in note 11. 10. Long-term business technical provision The long-term business provision is determined by the Appointed Actuaries following their annual investigations of the long-term business. Non-linked policies The long-term provisions are calculated using the gross premium valuation method. The assumed rate of interest is 3.25% for life business. Mortality rates are based on recognised mortality tables suitably adjusted to reflect actual experience. Morbidity rates are derived from the rates charged by reassurers and industry experience. Linked policies The long-term provision consists of sterling reserves designed to cover any future cash flows without recourse to additional capital. The cash flows are projected assuming: - unit growth rates between 4% and 6% per annum depending on the tax status and territory of the contract; - a projection of current expenses assuming inflation between 4% and 4.5% again depending on territory; and - mortality and morbidity costs are derived from actual rates charged by reassurers and industry experience. The resulting cash flows are discounted at a rate of interest between 4.0% and 5.0% (depending on the tax status and territory of the contract) to calculate the sterling reserve. During the year SJPC has experienced a deterioration in its morbidity experience on critical illness plans. The effects on long-term provisions of this are described in note 9. 11. Value of long-term business in force The value of the long-term business in force represents the discounted value of future surpluses. These future surpluses are calculated by projecting future cashflows based on the assumptions below which are set on a passive basis. Economic Assumptions The principal economic assumptions used within the cashflows, for both 2000 and 2001 were as follows: Risk discount rate (net of tax) 10.0% Future investment returns: - Fixed interest 6.0% - Unit-linked funds: - Capital growth 5.75% - Dividend income 2.5% - Total 8.25% Expense inflation 5.0% Indexation of capital gains 3.5% The risk discount rate is used to discount projected future cash flows from the business in force to a present value. The rate represents the best estimate of the long term rate of return on Government bonds together with a margin for risk. Future investment returns represent the best estimate of the long term rates of return that will be achieved. They have been determined having regard to past, current and expected future experience. The expense inflation and indexation of capital gains assumptions represent best estimates of the long term rates, consistent with the assumptions for investment returns. All assets have been valued at market value. For the purposes of projecting future unit growth, unit linked funds have been valued on a smoothed basis. Experience Assumptions The principal experience assumptions were derived as follows. All experience assumptions are reviewed annually. The value of new business has been calculated using actual acquisition costs. Lapse experience is derived where possible from the company's own experience, or otherwise from external industry experience. Lapse rates for pension policies have been adjusted to take into account a one-off increase in off rates following the introduction of Stakeholder pensions. In projecting future surpluses allowance has been made for the target surplus being the cost of maintaining a statutory solvency margin on the business in force. Maintenance expenses have been set to be in line with the costs charged by the Company's third party administrators, together with an allowance for the Company's own maintenance costs. Mortality and morbidity assumptions have been set by reference to the Company's own experience, published industry data and the rates charged by the Company's reassurers. As described in note 9 the Group has experienced a recent deterioration in morbidity experience and a provision has been made within the cashflows to allow for this. The net effect has been to reduce the profits before tax by £12.5 million. The treatment of commission accruing to certain sales representatives has changed during the year, these cash flows now being retained within the insurance company. The impact of this change has increased the pre-tax value of long-term business in force of the life company by £7.3 million. These assumptions have been determined in accordance with industry accepted actuarial techniques. 12. Regulatory matters In common with many other UK life companies, the Group has liabilities in respect of pension transfer and opt-out business, and also freestanding additional voluntary contribution business. The accounts include both a long-term business provision for policyholder compensation and review costs and also an allowance for recoveries from professional indemnity insurers. The net effect of these is to include a liability of £5.7 million at 31 December 2001 (2000: £6.9 million) for policyholder compensation. In addition, a provision of £1 million has been included for other regulatory review expenses. Taking into account payments during the year, this represents an increase in pre-tax liabilities of £3.2 million. 13. Financial reassurance In addition to the disclosure in note 9, the Group had arrangements in place at the beginning of the year whereby a proportion of future margins under certain classes of contract were to be paid to the reassurers up to a maximum of the current deficit account. Claims recovered and premiums paid are included in the technical account and have been deducted from claims and premiums respectively. The arrangement was terminated during the year and all balances repaid. The cash balance outstanding at 31 December 2001 was £nil (2000: £6.1 million). 14. Share capital Authorised Number Nominal value £' Million Ordinary shares at 15p each At 1 January 2001 and 31 December 2001 605,000,000 90.8 In addition, the authorised share capital includes one Special Rights Redeemable Preference Share of £1 to the J. Rothschild Name Company Limited, an entity formed to protect the use of the name 'J. Rothschild'. Issued, Allotted and Fully Paid Ordinary shares at 15p each Number Nominal value £' Million At 1 January 2001 425,407,362 63.8 Exercise of options 3,588,746 0.5 At 31 December 2001 428,996,108 64.3 In addition the company has issued one Special Rights Redeemable Preference Share of £1. This share may be redeemed at par by the Shareholder at any time by giving notice to the company. The holder of the Special Rights Redeemable Preference Share is entitled to repayment of the capital paid up on the Special Share in priority to any repayment of capital to any other member, but does not have the right to participate in the profits of the Company. The holder of the Special Share is entitled to receive notice of, and to attend and speak at general meetings, but is not entitled to vote at general meetings except on resolutions changing the names of any subsidiary so as to exclude the words J. Rothschild. 15. Share options On the acquisition of the remaining share capital of St. James's Place Holdings plc (formerly J. Rothschild Assurance Holdings plc ('JRAH')) in 1997, SJPC agreed to issue further shares, up to a maximum of 25.8 million, to satisfy the exercise of options held over JRAH shares at the time of acquisition. A reserve for shares to be issued was established in recognition of the commitment and 2.3 million shares have still to be issued from this reserve. During the year options over 8.7 million shares have been granted at a range of prices between £3.001/2 and £4.29. On 2 June 2000, Halifax Group plc acquired 60% of the SJPC share capital. Under the terms of the existing share option schemes at that date, on completion of the acquisition, those SJPC share options became exercisable. SJPC share option holders were given the opportunity to cancel their existing share options in consideration for a grant of replacement options (over SJPC shares) on similar terms to the existing SJPC share options. These replacement options were issued over the same number of SJPC shares as the previous SJPC share options (existing prior to 2 June 2000) and at the same option price. Options outstanding under the various share option schemes at 31 December 2001 amount to 57.0 million shares. Of these, 46.4 million are under option to Partners of the St. James's Place Partnership, 9.1 million are under option to executives and senior management and 1.5 million are under option through the SAYE scheme. These are exercisable on a range of future dates. The following table sets out the anticipated proceeds if all option holders exercised their shares at the first available opportunity. Earliest date Number of share Anticipated of exercise options outstanding proceeds Million £'Million Immediate 13.5 31.3 Jan - Jun 2002 7.7 12.3 Jul - Dec 2002 2.8 4.0 Jan - Jun 2003 7.6 12.0 Jul - Dec 2003 4.5 10.4 Jan - Jun 2004 2.0 5.8 Jul - Dec 2004 5.8 14.8 Jan - Jun 2005 1.9 7.4 Jul - Dec 2005 6.4 17.5 Jan - Jun 2006 0.2 0.7 Jul - Dec 2006 4.4 11.5 Jan - Jun 2007 0.1 0.1 Jul - Dec 2007 0.1 0.5 57.0 128.3 16. Reconciliation of movements in equity shareholders' funds Year Ended Year Ended 31 December 31 December 2001 2000 £'Million £'Million Profit for the financial year 59.2 57.8 Dividends (11.8) (9.5) Retained profit for the year 47.4 48.3 Issue of share capital 3.3 0.5 Net addition to shareholders' funds 50.7 48.8 Opening shareholders' funds 458.9 410.1 Closing shareholders' funds 509.6 458.9 17. Provisions for other risks and charges Deferred Tax Other Provisions Total £'Million £'Million £'Million At 1 January 2001 10.9 6.00 16.9 Charge/(credit) to the profit and 4.3 (0.9) 3.4 loss account Cash paid - (0.5) (0.5) At 31 December 2001 15.2 4.6 19.8 The other provisions are principally to meet obligations arising as a result of the Halifax acquisition of 60% of the share capital of SJPC plc in June 2000. As a result of this transaction, a number of share options lost their approved tax status and SJPC has agreed to compensate share option holders to ensure the effect on individuals is neutral. The value of this provision is dependent, amongst other things, on the current SJPC share price and accordingly the provision has been adjusted at 31 December 2001 to reflect the movement of the share price during the year. A further consequence of the Halifax transaction was the adoption of the St. James's Place brand throughout the group. The year end deferred tax provision is analysed as follows: 31 December 31 December 2001 2000 £'Million £'Million Deferred acquisition costs 15.2 10.9 The Group has made provisions in respect of all material deferred tax liabilities. Provision has been made for all unrealised gains on investments included within the long-term business provision. 18. Reconciliation of operating profit to net cash inflow from operating activities Year Ended Year Ended 31 December 31 December 2001 2000 £'Million £' Million Operating profit before tax 80.2 82.7 Interest paid 0.6 0.5 Interest received (5.2) (6.9) Profits relating to long-term business (79.5) (57.5) Transfer to long-term business fund (20.0) - Profit on sale of fixed assets (0.1) (0.1) Depreciation 2.9 2.9 Profit on disposal of subsidiary undertaking (0.2) - Share of loss/(profit) of associated undertakings 12.2 (16.4) Increase in debtors and prepayments (5.7) (11.9) (Decrease)/increase in creditors (5.9) 20.6 Decrease/(increase) in debtor to long-term business fund 6.1 (17.1) Net cash outflow from operating activities (14.6) (3.2) 19. Movement in opening and closing portfolio investments, net of financing Year Ended Year Ended 31 December 31 December 2001 2000 £' Million £' Million Decrease in cash holdings (15.6) (0.2) Repayment of loan 7.0 - Portfolio investments: deposits with credit (23.9) (25.6) institutions Total movement in portfolio investments, net of financing (32.5) (25.8) Portfolio investments, net of financing at 1 January 60.2 86.0 Portfolio investments, net of financing at 31 December 27.7 60.2 20. Related party transactions with HBOS plc SJPC has arms length arrangements with the HBOS Group as follows: • Commission from the sale of banking services for St. James's Place Bank (a division of Halifax plc). The amounts receivable during the year were £1.0 million. • Commission from the sale of Stakeholder pensions for Clerical Medical. The amounts receivable during the year were £0.7 million. • Commission for the sale of Halifax mortgages. The amounts receivable during the year were £1.2 million. • HBOS plc provided a guarantee to the Company's reassurers in respect of the Company's obligations in relation to the arrangements described in note 9. The guarantee, which is on normal commercial terms, continues for a maximum of ten years with an annual amount payable by the Company of £0.5 million. • During the year, deposits were placed with Bank of Scotland on normal commercial terms. At 31 December 2001 these deposits amounted to £0.5 million. 21. Non-statutory accounts The financial information set out above does not constitute the Company's statutory accounts for the years ended 31 December 2000 or 2001. Statutory accounts for 2000 have been delivered to the registrar of companies, and those for 2001 will be delivered following the Company's Annual General Meeting. The auditors have reported on those accounts; their reports were unqualified and did not contain statements under section 237 (2) or (3) of the Companies Act 1985. 22. Annual report The Company's annual report and accounts for the year ended 31 December 2001 is expected to be posted to the shareholders by 15 April 2002. Copies of both this announcement and the annual report and accounts will be available to the public at the Company's registered office at St. James's Place House, Dollar Street, Cirencester GL7 2AQ and through the Company's website at www.sjpc.co.uk. Supplementary information on Group life and unit trust 'embedded values' The following information is provided for the combined 'embedded value' of the Group's life and unit trust business. Year Ended Year Ended 31 December 2001 31 December 2000 Post tax profits £'Million £'Million £'Million £'Million Life 28.5 23.6 Unit trust 7.1 35.6 5.0 28.6 Other Life (1.9) (1.8) Unit trust (1.2) (3.1) 11.1 9.3 Basic operating profit after taxation Life 55.7 48.4 Unit trust 18.2 73.9 29.2 77.6 Exceptionals Life - (6.9) Unit trust - - (6.9) Profit after taxation Life 55.7 41.5 Unit trust 18.2 29.2 73.9 70.7 Notes 1. The figures show the earnings for the Group's life business calculated on the basis described in note 11. The Group's unit trust 'embedded value' has been calculated on a similar basis. 2. The 'embedded value' profits before taxation for unit trust business were £26.0 million (2000: £41.7 million) which include earnings of £10.4 million (2000: £6.7 million) as shown in note 4 of the accounts. 3. Inclusion of the unit trust value of in force business would increase group net assets by £79.8 million (2000: £68.9 million). This would increase the net assets per share from 118.8 pence to 137.4 pence. 4. Unit trust funds under management amounted to £1.5 billion at 31 December 2001 (2000: £1.4 billion). 5. The exceptional items mainly relate to costs associated with the acquisition of SJPC shares by the Halifax Group plc in June 2000. 6. Value of 2001 new business (post-tax) - sensitivity: Decrease discount rate Increase unit growth by by 1% to 9% 1% to 9.25% £'Million £'Million Value of new life business 32.9 32.3 Value of new unit trust business 13.3 13.4 Total 46.2 45.7 This information is provided by RNS The company news service from the London Stock Exchange
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