Interim Results
London Stock Exchange Group PLC
08 November 2006
8 November 2006
LONDON STOCK EXCHANGE GROUP plc
ANNOUNCEMENT OF RESULTS
FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2006
London Stock Exchange Group plc today reports results for the six months ended
30 September 2006.
Financial Highlights:
• Revenue up 20 per cent to £163.3 million
• Operating profit up 60 per cent to £81.3 million
• Basic EPS of 24.2 pence increased by over 150 per cent from basic EPS of
9.6 pence, and rose 54 per cent above adjusted EPS (excluding FY 2006
exceptional items) of 15.7 pence per share last year
• Interim dividend per share up 50 per cent from 4.0 pence to 6.0 pence
per share reflecting strong performance and confidence in future growth
prospects
Operational Highlights:
• Broker Services delivered 56 per cent growth in SETS volumes to 314,000
bargains per day, reflecting the technology-led shift in equities trading,
and helped by a doubling of volumes on SETSmm in the period.
• Issuer Services saw a 93 per cent increase to £25.7 billion in total
money raised by new and further issues.
• Information Services increased the number of terminals receiving
real-time market data by 11,000 to 109,000, including a 6,000 increase in
number of professional users to 91,000
Capital:
• The Exchange completed a capital return of approximately £510 million to
shareholders and commenced a share buyback programme, totalling £26 million
in first half.
• The group balance sheet was restructured to take on net debt for the
first time and a £250 million ten year bond was successfully issued.
Commenting on the six months, Clara Furse, Chief Executive, said:
'The Exchange has delivered another outstanding result, with a 20 per cent
increase in revenue and a 54 per cent rise in adjusted earnings per share,
helped by tight cost control. The Exchange continues to produce faster order
book volume growth than any other major cash or equity derivatives exchange in
the western world.
'New issues, new products and new technology are combining to facilitate a
structural shift in equities trading, significantly improving the quality of the
market for our increasingly international customer base and creating more value
for shareholders.'
Chris Gibson-Smith, Chairman of the Exchange, said:
'The Exchange has once again demonstrated the value it creates for market users
and for our shareholders. Over the period we have returned approximately £510
million capital to shareholders and moved our financing to a more efficient
structure. We are well positioned for continuing success going forward, and the
results achieved in the first half of the year support our expectation of an
excellent result for the full year.'
Further information is available from:
London Stock Exchange John Wallace - Media 020 7797 1222
Paul Froud - Investor Relations 020 7797 3322
Finsbury James Murgatroyd 020 7251 3801
Chairman's statement
The Exchange has delivered another outstanding performance, highlighting the
quality of its markets and trading services. Each of the core business divisions
has performed strongly, with Issuer Services promoting good primary market
activity and Information Services producing a marked increase in the number of
terminals receiving real-time trading data. Broker Services continues to be the
main engine of growth, accounting for nearly half the Exchange's revenues in the
first half of the year. Our electronic order book, SETS, produced volume growth
of 56 per cent during the period, putting us far ahead of the growth rates
needed to achieve the forecasts for SETS trading volumes we set out in February
this year.
The value we are creating for the companies on our market, with intermediaries
and for investors, is strongly increasing returns for our shareholders. Going
forward we will generate further value as our Technology Road Map moves towards
completion, fuelling further growth as our market becomes increasingly efficient
and international. Our coveted global brand and our unique strategic position at
the heart of the world's capital market in London make us an exceptionally
valuable asset. We are continuing to assess opportunities for further value
accretion from this very strong base.
Financial results
Unless otherwise stated, all figures below refer to the six months ended 30
September 2006. Comparative figures are for the corresponding period last year.
The Exchange produced an excellent performance in the first six months of the
financial year, with revenue up 20 per cent to £163.3 million (2005: £136.1
million). Operating costs were well controlled during the period, reducing as
expected by 4 per cent to £82.0 million (2005: £85.3 million, excluding
exceptional items), while operating profit increased 60 per cent to £81.3
million (2005: £50.8 million, before exceptional items).
Basic earnings per share were 24.2 pence, an increase of 152 per cent over basic
earnings of 9.6 pence per share last year and 54 per cent above adjusted
earnings per share (excluding FY 2006 exceptional items) of 15.7 pence per share
last year.
Cash flows from operating activities increased to £99.7 million, up 31 per cent
(2005: £76.0 million), with cash balances at 30 September 2006 standing at £78.8
million (31 March 2006: £226.8 million), mainly retained for regulatory
purposes.
In May 2006 the Exchange successfully completed a return of approximately £510
million to shareholders and a restructuring of the Group's financing, resulting
in new borrowings. At 30 September 2006 borrowings amounted to £363.5 million,
principally comprising a £250 million 10 year sterling bond issued in July, and
bank borrowings of £97.6 million on a £200 million 5 year revolving credit
facility.
Net liabilities at 30 September 2006 were £238.9 million, compared to net assets
of £288.8 million at 31 March 2006, principally reflecting the impact of the
approximately £510 million capital return.
Issuer Services
Issuer Services delivered a 7 per cent increase in revenues to £28.7 million
(2005: £26.8 million), accounting for 18 per cent of total turnover.
The Exchange once more demonstrated that the quality of its markets for capital
raising by UK and overseas companies is second to none. During the first six
months of the financial year, new and further issues raised £25.7 billion of new
capital (2005: £13.3 billion), an increase of 93 per cent.
In total there were 247 new issues on the Exchange's markets (2005: 306), of
which 38 were on the Main Market (2005: 47). The average size of a Main Market
IPO increased to £465 million (2005: £333 million).
The Exchange attracted 7 international listings on the Main Market (2005: 8) and
54 new issues by international companies on AIM (2005: 57). We achieved 50 per
cent market share of IPOs in Western Europe (2005: 69 per cent). The number of
IPOs (155) on the Exchange's markets during the period outstripped those on all
other major exchanges by some margin. At 30 September 2006 the total number of
companies on our markets reached 3,212 (30 September 2005: 3,013).
In June a report, commissioned by the City of London and the Exchange,
demonstrated that the cost of capital at both IPO stage and beyond is lower in
London than in other major European and US financial centres. The report, by
Oxera, an independent economic and finance consultancy, highlights London's
unique mix of highly competitive underwriting, low compliance cost and the
highest standards of corporate governance.
AIM, the world's most successful market for smaller companies, attracted 209
companies in the first half of the financial year (2005: 259). At 30 September
2006 the number of companies traded on AIM reached 1,590 (2005: 1,311),
including 283 international companies (2005: 185).
AIM has doubled in size over the past 30 months, and is increasingly
international in outlook. A review of the operational and regulatory aspects of
the market is intended to create the context for further very strong and
international growth in AIM's second decade. At the beginning of October 2006,
we began a consultation with the market. Following this, we expect to introduce
new rules at the beginning of 2007.
RNS, the Exchange's financial communications service, contributed £5.1 million
to Issuer Services' revenue (2005: £4.2 million). RNS has thrived in the highly
competitive regulatory news distribution market, with a 76 per cent market share
of all regulatory announcements and over 90 companies in the FTSE 100 using RNS
in the half year.
Broker Services
Broker Services delivered a 34 per cent increase in revenue for the half year to
£76.1 million (2005: £56.9 million), contributing 47 per cent of total turnover.
The total value of equity bargains for the period increased 24 per cent to £3.1
trillion (2005: £2.5 trillion) while the total number of equity bargains rose 33
per cent to 54.0 million (2005: 40.6 million), a daily average of 432,000
bargains (2005: 317,000).
On the SETS order book, the daily average number of bargains traded increased 56
per cent to 314,000 (2005: 201,000). Trading volumes were strong throughout the
period with record daily trading figures in May, when trading on one day
exceeded 500,000 bargains for the first time, and remained buoyant during the
usually quieter summer months. So far this year, volume growth on SETS has
surpassed the growth rates of all other major western cash and equity derivative
exchanges.
Value traded on SETS during the first half of the financial year increased 42
per cent to £744 billion (2005: £523 billion). The average value of a SETS
bargain decreased slightly to £19,000 (2005: £20,000) with the yield per bargain
during the period close to £1.40. During the half year, SETS contributed 71 per
cent of Broker Services' revenue (2005: 67 per cent).
These results reflect a secular change in equities trading facilitated by: the
roll-out of new technology; rapid growth of algorithmic/black box trading;
direct market access by traditional fund managers and hedge funds; and
derivatives traders using our market for hedging purposes. These trends are
underlined by initiatives that increase the efficiency of the SETS order book,
including the development of SETSmm, which trades mid-cap, small-cap and the 50
largest UK AIM securities on a hybrid market structure. Trading volumes on
SETSmm more than doubled during the half year, averaging 67,000 bargains per day
(2005: 29,000), reducing spreads and improving liquidity. The Exchange's volume
discount tariff scheme has also stimulated increasing order book activity. In
May the Exchange announced an agreement with SIS x-clear to provide customers
with a choice of clearing provider for trading on SETS. This will provide
competition in UK equity clearing and further stimulate trading by reducing
overall transaction costs.
The roll-out of our Technology Road Map (TRM) continues to play a critical role
in driving electronic order book growth. Last October the Exchange doubled the
capacity of SETS and the market is now beginning to test for the launch of our
new central trading platform, TradElect. This is the last major leg in the
Exchange's TRM programme. Due for release in the first half of calendar 2007,
TradElect will dramatically increase processing capacity and cut latency,
thereby enabling further growth on SETS.
International bargains increased to an average 76,000 bargains per day (2005:
72,000); and the daily average number of off book bargains (trade reporting of
UK equities) reduced to 41,000 (2005: 44,000).
Information Services
Information Services produced a strong performance with a 13 per cent increase
in revenues to £50.9 million (2005: £45.1 million), accounting for 31 per cent
of total income.
During the half year the number of terminals taking our real time market data
grew to 109,000, up 11,000 from the same point last year (2005: 98,000).
Included in this number were 91,000 terminals attributable to professional
users, up 3,000 on the number at the start of the financial year and up 6,000 on
the comparable period (2005: 85,000). Proquote, the Exchange's provider of
financial market software and data, made good progress, increasing the number of
installed screens to 3,300 (2005: 2,900). In September, Proquote and Reuters
agreed a collaboration whereby Proquote licences some of its technologies for
use in Reuters products.
SEDOL, the Exchange's service providing unique identification for a range of
global tradable securities, delivered another good performance. We continue to
expand the service, with the number of securities with SEDOL identification
increasing to over 1,500,000, up from around 1,200,000 at the start of the
financial year.
Infolect, the Exchange's high performance information distribution system that
carries real time market data to customers worldwide, marked its first year of
service in September. Since introduction last year, Infolect has provided a
completely reliable, high speed delivery of price and trading information, and
exceptional execution assurance on SETS.
Derivatives Services
Derivatives Services, principally comprising EDX London, the Exchange's jointly
owned equity derivatives business, increased revenue to £4.4 million in the half
year (2005: £3.9 million). EDX saw a 51 per cent increase in trading of
Scandinavian equity derivatives contracts, rising to 15.3 million over the
period (2005: 10.1 million).
Interim Dividend
The Directors have declared an interim dividend of 6.0 pence per share,
representing a 50 per cent increase in interim dividend per share (2005: interim
dividend 4.0 pence). This increased payment reflects the Exchange's excellent
financial performance so far this financial year and underlines the Board's
confidence in the prospects for the business. The Board remains committed to a
policy of sustainable, progressive dividends, with payment on an approximate one
third/two third basis between the interim and the final dividend. The interim
dividend will be paid to those shareholders on the register on 8 December 2006,
for payment on 5 January 2007.
Capital Return and Share Buyback Programme
Following the lifting of the offer period earlier this year, the Exchange
expedited the promised return of approximately £510 million cash to
shareholders, with payment made on 26 May 2006. Subsequently, the Exchange also
made good progress against its commitment to buy back up to £50 million of its
own shares during the current 2007 financial year, making on-market purchases of
2.4 million shares at an average price of £10.91, amounting to £26 million
during the first half of the financial year.
Funding for the return of capital was made partly from the Exchange's existing
cash position, together with bank facilities available at that time. Since the
return, the Exchange has successfully refinanced intermediate bank debt by
issuing a £250 million, 10 year corporate bond.
The Board keeps the financial structure of the Company under close review and
believes that the Exchange has the appropriate financial flexibility to pursue
opportunities for further growth through its new financial structure and its
continued cash generation capability.
Outlook
The Exchange has made an excellent start to the financial year, supported by
growth in each of its core business divisions. Many of the beneficial trends
underpinning our performance so far this year have continued into the second
half:
• trading on SETS remains very strong, with 45 per cent growth in daily
bargains in October over the same period last year;
• the primary market continues to be active, with 13 Main Market new
issues in October compared with 11 for the same period last year;
• demand for real time pricing and trading data is robust; and
• our TRM programme is moving towards completion as planned in H1 2007.
Costs are being tightly managed, with the Exchange on course to realise the
forecast cost reduction for this year, and the Group's balance sheet has been
successfully moved to a more efficient structure. The results achieved in the
first half of the year support our expectation of an excellent result for the
full year and further growth thereafter.
We will create further value for customers and shareholders as our Technology
Road Map delivers additional growth and as our market becomes increasingly
efficient and international. We will continue to capitalise on our exceptionally
valuable global brand and our unique strategic position at the heart of the
world's capital market in London.
Chris Gibson-Smith
Chairman
8 November 2006
Further information
The Exchange will host a presentation of its Interim Results for analysts and
institutional shareholders today at 9.30am at 10 Paternoster Square, London EC4M
7LS. The presentation will be accessible via live web cast which can be viewed
at www.londonstockexchange-ir.com, or listened to on +44 (0)20 7162 0025 (UK /
Europe) or +1 334 323 6201 (US Local Connect). For further information, please
call the Exchange's Investor Relations department at 020 7797 3322.
CONSOLIDATED INCOME STATEMENT
Six months ended 30 September 2006
Six months ended Year ended
30 September 31 March
__________________________________________
2006 2005 2006
Unaudited Unaudited
Continuing operations Notes £m £m £m
_______________________________________________________________________________________________________________________
Revenue
_____________________________________________
Ongoing revenue 2 163.3 136.1 291.1
Exceptional revenue 3 - - 6.4
_____________________________________________
Total 163.3 136.1 297.5
Expenses
_____________________________________________
Operating expenses before exceptional items 2 (82.0) (85.3) (171.0)
Exceptional expenses 3 - (25.7) (41.1)
_____________________________________________
Total (82.0) (111.0) (212.1)
_______________________________________________________________________________________________________________________
Operating profit 2 81.3 25.1 85.4
_______________________________________________________________________________________________________________________
Analysed as:
Operating profit before exceptional items 81.3 50.8 120.1
Exceptional items 3 - (25.7) (34.7)
_______________________________________________________________________________________________________________________
Operating profit 2 81.3 25.1 85.4
_____________________________________________
Finance income 8.8 9.9 20.2
Finance costs (14.5) (6.5) (13.6)
_____________________________________________
Net finance (costs)/income 4 (5.7) 3.4 6.6
Share of profit after tax of joint venture 0.8 0.6 1.2
Investment income 0.3 0.3 0.3
_______________________________________________________________________________________________________________________
Profit before taxation 76.7 29.4 93.5
Taxation 5 (22.4) (8.8) (26.7)
_______________________________________________________________________________________________________________________
Profit for the financial period 54.3 20.6 66.8
_______________________________________________________________________________________________________________________
Profit/(loss) attributable to minority interest 0.2 (3.8) (3.9)
Profit attributable to equity holders 54.1 24.4 70.7
_______________________________________________________________________________________________________________________
54.3 20.6 66.8
_______________________________________________________________________________________________________________________
Basic earnings per share 6 24.2p 9.6p 27.8p
Diluted earnings per share 6 23.9p 9.5p 27.4p
Dividend per share in respect of financial period: 7
Dividend per share paid during the period 8.0p 5.0p 9.0p
Dividend per share proposed for the period 6.0p 4.0p 12.0p
_______________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________
CONSOLIDATED STATEMENT OF RECOGNISED INCOME AND EXPENSE
Six months ended 30 September 2006
£m £m £m
_______________________________________________________________________________________________________________________
Profit for the financial period 54.3 20.6 66.8
_____________________________________________
Defined benefit pension scheme actuarial gain/(loss), net of tax 1.4 0.8 (2.8)
Tax allowance on share options/award in excess of expense recognised 3.4 - 2.6
_____________________________________________
4.8 0.8 (0.2)
_______________________________________________________________________________________________________________________
Total recognised income and expense for the financial period 59.1 21.4 66.6
_______________________________________________________________________________________________________________________
Attributable to minority interest 0.2 (3.8) (3.9)
Attributable to equity holders 58.9 25.2 70.5
_______________________________________________________________________________________________________________________
59.1 21.4 66.6
_______________________________________________________________________________________________________________________
CONSOLIDATED BALANCE SHEET
30 September 2006
30 September 31 March
__________________________________________
2006 2005 2006
Unaudited Unaudited
Notes £m £m £m
_______________________________________________________________________________________________________________________
Assets
Non-current assets
Property, plant and equipment 60.0 66.2 64.1
Intangible assets 8 52.4 49.1 51.6
Available for sale investments 0.4 0.4 0.4
Investment in joint venture 9 2.1 1.8 1.7
Deferred tax assets 15.2 18.4 19.8
_______________________________________________________________________________________________________________________
130.1 135.9 137.6
_______________________________________________________________________________________________________________________
Current assets
Trade and other receivables 10 53.1 79.1 49.3
Cash and cash equivalents 78.8 166.1 226.8
_______________________________________________________________________________________________________________________
131.9 245.2 276.1
_______________________________________________________________________________________________________________________
Total assets 262.0 381.1 413.7
_______________________________________________________________________________________________________________________
Liabilities
Current liabilities
Trade and other payables 11 71.6 58.3 51.1
Current tax 12.9 13.2 11.9
Borrowings 12 114.7 2.8 0.6
Provisions 13 11.6 15.5 15.1
_______________________________________________________________________________________________________________________
210.8 89.8 78.7
_______________________________________________________________________________________________________________________
Non-current liabilities
Borrowings 12 248.8 0.5 0.5
Retirement benefit obligations 14 17.0 16.5 20.3
Provisions 13 24.3 27.1 25.4
_______________________________________________________________________________________________________________________
290.1 44.1 46.2
_______________________________________________________________________________________________________________________
Total liabilities 500.9 133.9 124.9
_______________________________________________________________________________________________________________________
Net (liabilities)/assets (238.9) 247.2 288.8
_______________________________________________________________________________________________________________________
Equity
Capital and reserves attributable to the Company's equity holders
Share capital 15 253.5 14.9 14.9
Share premium 15 - - 4.3
Retained (loss)/earnings 15 (239.0) 235.0 268.0
Other reserves 15 (255.2) - -
_______________________________________________________________________________________________________________________
(240.7) 249.9 287.2
Minority interest in equity 15 1.8 (2.7) 1.6
_______________________________________________________________________________________________________________________
Total equity (238.9) 247.2 288.8
_______________________________________________________________________________________________________________________
CONSOLIDATED CASH FLOW STATEMENT
Six months ended 30 September 2006
Six months ended Year ended
30 September 31 March
__________________________________________
2006 2005 2006
Unaudited Unaudited
Notes £m £m £m
_______________________________________________________________________________________________________________________
Cash flow from operating activities
Cash generated from operations 16 99.7 76.0 140.6
Interest received 4.4 2.9 7.4
Interest paid (3.2) (0.2) (1.5)
Corporation tax paid (13.9) (12.5) (29.0)
_______________________________________________________________________________________________________________________
Net cash inflow from operating activities 87.0 66.2 117.5
_______________________________________________________________________________________________________________________
Cash flow from investing activities
Purchase of property, plant and equipment (2.9) (2.2) (5.3)
Purchase of intangible assets (7.7) (12.2) (20.5)
Receipts from disposal of Stock Exchange Tower - - 33.2
Further consideration of acquisition of subsidiary undertaking - - (6.2)
Dividends received from joint venture 0.4 1.0 1.7
Dividends received from financial assets 0.3 0.3 0.3
_______________________________________________________________________________________________________________________
Net cash (outflow)/inflow from investing activities (9.9) (13.1) 3.2
_______________________________________________________________________________________________________________________
Cash flow from financing activities
Dividends paid (20.5) (12.6) (22.8)
Cash impact of capital return - May 2006 (496.0) - -
Drawdown on loan and bridge facility to fund capital return - May 2006 356.0 - -
Bond issue - July 2006 249.2 - -
Repayment of bridge facility - July 2006 (250.0) - -
Net decrease in drawn loan facility (8.0) - -
Issue of ordinary share capital - - 4.3
Issue of ordinary share capital to minority interest - - 1.6
Loans received from minority shareholder - - 0.6
Equity transaction costs (0.8) - -
Purchase of own shares by ESOP trust (32.5) - (4.7)
Share buyback (26.3) - -
Proceeds from own shares on exercise of employee share options 3.8 1.2 2.7
_______________________________________________________________________________________________________________________
Net cash outflow from financing activities (225.1) (11.4) (18.3)
_______________________________________________________________________________________________________________________
(Decrease)/increase in cash and cash equivalents (148.0) 41.7 102.4
Cash and cash equivalents at beginning of period 226.8 124.4 124.4
_______________________________________________________________________________________________________________________
Cash and cash equivalents at end of period 78.8 166.1 226.8
_______________________________________________________________________________________________________________________
NOTES TO THE FINANCIAL INFORMATION
The interim report for London Stock Exchange Group plc ('the Company') for the six months ended 30 September 2006 was
approved by the Directors on 8 November 2006.
1. BASIS OF PREPARATION AND ACCOUNTING POLICIES
This interim financial information has been prepared in accordance with the Listing Rules of the Financial Services
Authority and in accordance with IAS 34, Interim Financial Reporting. The accounting policies used are consistent with
those set out on pages 43 to 44 of the Annual Report for London Stock Exchange plc for the year ended 31 March 2006,
together with the accounting policies for the reverse acquisition and financial liabilities set out below, following
the scheme of arrangement and issue of debt during the period. There has been no material impact during the period of
new IFRS standards effective for periods beginning on or after 1 April 2006.
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 judgement at the date of the Interim Report, actual
results may differ from these estimates.
The statutory accounts of London Stock Exchange plc for the year ended 31 March 2006 as well as those for London Stock
Exchange Group plc for the period ended 31 March 2006, which carried an unqualified audit report, have been delivered
to the Registrar of Companies.
The interim financial information is unaudited but has been reviewed by the auditors and their review opinion is
included in this report. The interim financial information does not constitute statutory financial statements within
the meaning of section 240 of the Companies Act 1985.
REVERSE ACQUISITION
The Company was incorporated on 18 February 2005 as Milescreen Limited and changed its name to London Stock Exchange
Group Limited on 16 November 2005. On 7 December 2005 the Company re-registered as a public limited company and became
London Stock Exchange Group plc. On 15 May 2006 the Company became the holding company of London Stock Exchange plc
pursuant to a scheme of arrangement under section 425 of the Companies Act 1985 ('the Scheme').
Under IFRS 3, Business Combinations, this group reconstruction effected by the Scheme has been accounted for as a
reverse acquisition. Although this consolidated financial information has been issued in the name of the legal parent,
the Company, it represents in substance a continuation of the financial information of the legal subsidiary, London
Stock Exchange plc. The following accounting treatment has been applied in respect of the reverse acquisition:
(a) the assets and liabilities of the legal subsidiary, London Stock Exchange plc, are recognised and measured in the
consolidated financial information at the pre-combination carrying amounts, without restatement to fair value;
(b) the retained (loss)/earnings and other equity balances recognised in the consolidated financial information
reflect the retained earnings and other equity balances of London Stock Exchange plc immediately before the
business combination, and the results of the period from 1 April 2006 to the date of the business combination
are those of London Stock Exchange plc as the Company did not trade prior to the transaction. However, the equity
structure appearing in the consolidated financial information reflects the equity structure of the legal parent,
London Stock Exchange Group plc, including the equity instruments issued under the Scheme to effect the business
combination; and
(c) comparative numbers presented in the consolidated financial information are those reported in the consolidated
financial information of the legal subsidiary, London Stock Exchange plc, for the six months ended 30 September
2005 and the year ended 31 March 2006.
The Company had no significant assets, liabilities or contingent liabilities of its own at the time that the Scheme
took effect and no cash consideration was paid in respect of the business combination. Transaction costs of equity
transactions relating to the issue of the Company's shares are accounted for as a deduction from equity.
FINANCIAL LIABILITIES
Bank borrowings are recorded initially at proceeds received, net of direct issue and transaction costs (including
upfront facility fees). Subsequently, these liabilities are carried at amortised cost, and interest charged to the
income statement over the period of the borrowings, using the effective interest method.
Redeemable Class B shares issued in connection with the capital return are carried at amortised cost, and presented
as a financial liability within borrowings, in line with IAS 32, Financial Instruments: Disclosure and Presentation.
The dividend accrued in respect of the Class B shares has been classified within finance costs in the income statement.
2. SEGMENT INFORMATION
Segmental disclosures for the six months ended 30 September 2006 are as follows:
Issuer Broker Information Derivative
Services Services Services Services Other Corporate Group
£m £m £m £m £m £m £m
_______________________________________________________________________________________________________________________
Revenue
Ongoing revenue 28.7 76.1 50.9 4.4 3.2 - 163.3
_______________________________________________________________________________________________________________________
Expenses
Depreciation and amortisation (1.5) (5.8) (4.9) (0.2) (0.1) (0.3) (12.8)
Other expenses (16.4) (20.0) (20.9) (3.7) (3.2) (5.0) (69.2)
_______________________________________________________________________________________________________________________
Total expenses (17.9) (25.8) (25.8) (3.9) (3.3) (5.3) (82.0)
_______________________________________________________________________________________________________________________
Operating profit 10.8 50.3 25.1 0.5 (0.1) (5.3) 81.3
Share of profit after tax of joint venture - - 0.8 - - - 0.8
_______________________________________________________________________________________________________________________
Comparative segmental disclosures for six months ended 30 September 2005 are as follows:
Issuer Broker Information Derivative
Services Services Services Services Other Corporate Group
£m £m £m £m £m £m £m
_______________________________________________________________________________________________________________________
Revenue
Ongoing revenue 26.8 56.9 45.1 3.9 3.4 - 136.1
_______________________________________________________________________________________________________________________
Expenses
Depreciation and amortisation (1.3) (7.0) (4.1) (0.6) (0.1) (0.3) (13.4)
Exceptional costs (see note 3) - - - (23.1) - (2.6) (25.7)
Other expenses (15.3) (21.4) (22.3) (5.3) (3.4) (4.2) (71.9)
_______________________________________________________________________________________________________________________
Total expenses (16.6) (28.4) (26.4) (29.0) (3.5) (7.1) (111.0)
_______________________________________________________________________________________________________________________
Operating profit 10.2 28.5 18.7 (25.1) (0.1) (7.1) 25.1
Share of profit after tax of joint venture - - 0.6 - - - 0.6
_______________________________________________________________________________________________________________________
Comparative segmental disclosures for the year ended 31 March 2006 are as follows:
Issuer Broker Information Derivative
Services Services Services Services Other Corporate Group
£m £m £m £m £m £m £m
_______________________________________________________________________________________________________________________
Revenue
Ongoing revenue 56.9 125.5 94.1 7.7 6.9 - 291.1
Exceptional revenue (see note 3) - - 6.4 - - - 6.4
_______________________________________________________________________________________________________________________
Total revenue 56.9 125.5 100.5 7.7 6.9 - 297.5
_______________________________________________________________________________________________________________________
Expenses
Depreciation and amortisation (2.6) (13.0) (9.2) (0.9) (0.2) (0.6) (26.5)
Exceptional costs (see note 3) - - - (23.2) - (17.9) (41.1)
Other expenses (30.4) (43.0) (45.8) (10.4) (6.5) (8.4) (144.5)
_______________________________________________________________________________________________________________________
Total expenses (33.0) (56.0) (55.0) (34.5) (6.7) (26.9) (212.1)
_______________________________________________________________________________________________________________________
Operating profit 23.9 69.5 45.5 (26.8) 0.2 (26.9) 85.4
Share of profit after tax of joint venture - - 1.2 - - - 1.2
_______________________________________________________________________________________________________________________
Revenue from the Other segment represents property letting and activities not directly related to the main four
business segments. Corporate expenses are for corporate services which cannot reasonably be allocated to business
segments. Principal operations and customers of the Group are in the United Kingdom.
3. EXCEPTIONAL ITEMS
Six months ended Year ended
30 September 31 March
__________________________________________
2006 2005 2006
£m £m £m
_______________________________________________________________________________________________________________________
Information Services revenue - - 6.4
Fees in respect of potential offers for the Company - (2.6) (12.1)
Impairment of goodwill and provision in respect of EDX London Ltd - (23.1) (23.1)
Restructuring costs - - (5.9)
_______________________________________________________________________________________________________________________
Total exceptional items - (25.7) (34.7)
_______________________________________________________________________________________________________________________
4. NET FINANCE (COSTS)/INCOME
Six months ended Year ended
30 September 31 March
__________________________________________
2006 2005 2006
£m £m £m
_______________________________________________________________________________________________________________________
Finance income
Bank deposit and other interest 2.9 4.5 9.4
Expected return on defined benefit pension scheme assets (see note 14) 5.9 5.4 10.8
_______________________________________________________________________________________________________________________
8.8 9.9 20.2
_______________________________________________________________________________________________________________________
Finance costs
Interest payable on bank and other borrowings (7.9) (0.1) (0.8)
Interest on discounted provision for leasehold properties (see note 13) (0.7) (0.8) (1.6)
Defined benefit pension scheme interest cost (see note 14) (5.9) (5.6) (11.2)
_______________________________________________________________________________________________________________________
(14.5) (6.5) (13.6)
_______________________________________________________________________________________________________________________
Net finance (costs)/income (5.7) 3.4 6.6
_______________________________________________________________________________________________________________________
5. TAXATION
Six months ended Year ended
30 September 31 March
__________________________________________
2006 2005 2006
Taxation charged to the income statement £m £m £m
_______________________________________________________________________________________________________________________
Current tax:
Corporate tax for the period at 30% (2005: 30%) 22.0 13.9 30.4
Adjustments in respect of previous years (5.1) (1.2) (2.5)
_______________________________________________________________________________________________________________________
16.9 12.7 27.9
Deferred tax:
Deferred tax for the period 0.4 (4.3) (2.0)
Adjustments in respect of previous years 5.1 0.4 0.8
_______________________________________________________________________________________________________________________
Taxation charge 22.4 8.8 26.7
_______________________________________________________________________________________________________________________
Six months ended Year ended
30 September 31 March
__________________________________________
2006 2005 2006
Taxation on items (credited)/charged to equity £m £m £m
_______________________________________________________________________________________________________________________
Current tax (credit)
Tax allowance on share options/awards in excess of expense recognised (1.9) - -
Deferred tax charge/(credit):
Defined benefit pension scheme actuarial gains/(losses) 0.6 0.3 (1.2)
Tax allowance on share options/awards in excess of expense recognised (1.5) - (2.6)
_______________________________________________________________________________________________________________________
Factors affecting the tax charge for the period
The income statement tax charge assessed for the period differs from the standard rate of corporation tax in the UK of
30% (2005: 30%). The variations are explained below:
Six months ended Year ended
30 September 31 March
__________________________________________
2006 2005 2006
£m £m £m
_______________________________________________________________________________________________________________________
Profit before taxation 76.7 29.4 93.5
_______________________________________________________________________________________________________________________
Profit multiplied by standard rate of corporation tax in the UK of 30% 23.0 8.8 28.1
Expenses not deductible/income not taxable (0.4) 1.0 0.7
Share of joint venture consolidated at profit after tax (0.2) (0.2) (0.4)
Adjustments in respect of previous years - (0.8) (1.7)
_______________________________________________________________________________________________________________________
Taxation charge 22.4 8.8 26.7
_______________________________________________________________________________________________________________________
Factors that may affect future tax charges
The disposal of properties at their deemed cost amount would not give rise to a tax liability.
6. EARNINGS PER SHARE
Earnings per share is presented on three bases: basic earnings per share; diluted earnings per share; and adjusted
basic 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 the conversion or vesting of share options and share
awards under the Employee Share Ownership Plan (ESOP). Adjusted basic earnings per share excludes exceptional items to
enable comparison of the underlying earnings of the business with prior periods.
Six months ended Year ended
30 September 31 March
__________________________________________
2006 2005 2006
_______________________________________________________________________________________________________________________
Basic earnings per share 24.2p 9.6p 27.8p
Diluted earnings per share 23.9p 9.5p 27.4p
Adjusted basic earnings per share 24.2p 15.7p 37.4p
£m £m £m
_______________________________________________________________________________________________________________________
Profit for the financial period attributable to equity holders 54.1 24.4 70.7
Adjustments:
Exceptional items - 25.7 34.7
Tax effect of exceptional items - (6.6) (6.5)
Exceptional items and taxation attributable to minority interest - (3.7) (3.7)
_______________________________________________________________________________________________________________________
Adjusted profit for the financial period attributable to equity holders 54.1 39.8 95.2
_______________________________________________________________________________________________________________________
Weighted average number of shares - million 223.8 253.9 254.3
Effect of dilutive share options and awards - million 2.3 2.7 4.1
_______________________________________________________________________________________________________________________
Diluted weighted average number of shares - million 226.1 256.6 258.4
_______________________________________________________________________________________________________________________
The weighted average number of shares excludes those held in the ESOP, reducing the weighted average number of shares
to 223.8m (September 2005: 253.9m; March 2006: 254.3m)
7. DIVIDENDS
Six months ended Year ended
30 September 31 March
__________________________________________
2006 2005 2006
£m £m £m
_______________________________________________________________________________________________________________________
Final dividend for 2005: 5.0p per Ordinary share - 12.6 12.6
Interim dividend for 2006: 4.0p per Ordinary share - - 10.2
Second interim dividend for 2006: 8.0p per ordinary share 20.5 - -
_______________________________________________________________________________________________________________________
Total dividends 20.5 12.6 22.8
_______________________________________________________________________________________________________________________
An interim dividend relating to the six months ended 30 September 2006 of 6.0p, amounting to an estimated £12.7m, is
proposed. This interim dividend, which is due to be paid in January 2007, is not reflected in this financial
information. The right to non-cumulative preference dividends on the remaining redeemable Class B shares is discussed
in note 12 below.
8. INTANGIBLE ASSETS
Goodwill Software Total
£m £m £m
_______________________________________________________________________________________________________________________
Cost:
1 April 2006 32.2 95.1 127.3
Additions during the period - 7.8 7.8
_______________________________________________________________________________________________________________________
30 September 2006 32.2 102.9 135.1
_______________________________________________________________________________________________________________________
Amortisation and accumulated impairment:
1 April 2006 21.1 54.6 75.7
Charge for the period - 7.0 7.0
_______________________________________________________________________________________________________________________
30 September 2006 21.1 61.6 82.7
_______________________________________________________________________________________________________________________
Net book value:
30 September 2006 11.1 41.3 52.4
_______________________________________________________________________________________________________________________
9. INVESTMENT IN JOINT VENTURE
The Group owns 50% of the 1,000 £1 issued equity shares in FTSE International Ltd, a company incorporated in Great
Britain which distributes financial information. FTSE International Ltd is a joint venture owned together with The
Financial Times Ltd, a subsidiary of Pearson plc. The Group investment of £2.1m (30 September 2005: £1.8m, 31 March
2006: £1.7m) represents the Group's share of the joint venture's net assets. The Group is entitled, under a
shareholders' agreement, to receive royalties from FTSE International Ltd, as set out below.
Summary financial information for FTSE International Ltd:
Six months ended Year ended
30 September 31 March
__________________________________________
2006 2005 2006
£m £m £m
_______________________________________________________________________________________________________________________
Revenue 19.3 16.8 36.7
Profit after taxation 1.6 1.2 2.4
Total equity at period end 4.2 4.5 3.4
_______________________________________________________________________________________________________________________
Amounts recognised in the financial information of the Group:
Royalties receivable 2.6 2.1 4.8
Dividends receivable 0.4 1.0 1.7
_______________________________________________________________________________________________________________________
10. TRADE AND OTHER RECEIVABLES
30 September 31 March
__________________________________________
2006 2005 2006
£m £m £m
_______________________________________________________________________________________________________________________
Current
Trade receivables 22.5 17.3 20.0
Deferred consideration on disposal of Stock Exchange Tower - 32.8 -
Other receivables 0.4 0.4 0.2
Prepayments and accrued income 30.2 28.6 29.1
_______________________________________________________________________________________________________________________
Total trade and other receivables 53.1 79.1 49.3
_______________________________________________________________________________________________________________________
11. TRADE AND OTHER PAYABLES
30 September 31 March
__________________________________________
2006 2005 2006
£m £m £m
_______________________________________________________________________________________________________________________
Trade payables 1.6 1.7 2.0
Social security and other taxes 4.5 2.0 1.9
Other payables 2.6 2.4 2.1
Accruals and deferred income 62.9 52.2 45.1
_______________________________________________________________________________________________________________________
Total trade and other payables 71.6 58.3 51.1
_______________________________________________________________________________________________________________________
12. BORROWINGS
30 September 31 March
__________________________________________
2006 2005 2006
£m £m £m
_______________________________________________________________________________________________________________________
Current
Bank borrowings 97.6 - -
Redeemable Class B shares 16.5 - -
Other borrowings 0.6 2.8 0.6
_______________________________________________________________________________________________________________________
114.7 2.8 0.6
_______________________________________________________________________________________________________________________
Non-current
Bond issue 248.3 - -
Other borrowings 0.5 0.5 0.5
_______________________________________________________________________________________________________________________
248.8 0.5 0.5
_______________________________________________________________________________________________________________________
_______________________________________________________________________________________________________________________
Total borrowings 363.5 3.3 1.1
_______________________________________________________________________________________________________________________
Current borrowings
The Company has in place a multicurrency revolving loan facility of £200m, available up to February 2011. In
addition, at 31 March 2006, the Company had a bridge facility of £250m, available up to April 2008, to fund a return of
capital to shareholders. Approximately £350m of debt was drawn down on these facilities at 24 May 2006, to fund the
return of capital to shareholders. In July 2006 the bridge facility was repaid from the proceeds of the bond issue
(see Non-current borrowings below), and the bridge facility was cancelled. Borrowings under the loan facility are
unsecured and currently bear interest at a floating rate of LIBOR plus 40 basis points.
Redeemable Class B shares were issued to facilitate the capital return in May 2006 (see note 15 below). Shareholders
who elected to retain their B shares are entitled to a non-cumulative preference dividend based on 75% of six month
LIBOR on 1 June and 1 December each year until 1 June 2009 and may redeem their B shares for 200 pence each on those
dates. Any outstanding B shares will be redeemed on 1 June 2009.
Non-current borrowings
In July 2006 the Company issued a £250m bond. The bond is unsecured and is due for repayment in 2016, with a 5.875%
coupon, interest to be paid semi-annually in arrears. The issue price of the bond was £99.679 per £100 nominal.
Other borrowings
Other borrowings represent unsecured loans from a minority shareholder in a subsidiary company. The interest rate
payable on these loans is determined with reference to LIBOR.
13. PROVISIONS
Property Other Total
£m £m £m
_______________________________________________________________________________________________________________________
1 April 2006 31.6 8.9 40.5
Utilised during the period (2.4) (2.9) (5.3)
Interest on discounted provision 0.7 - 0.7
_______________________________________________________________________________________________________________________
30 September 2006 29.9 6.0 35.9
_______________________________________________________________________________________________________________________
Non-current 24.3 - 24.3
Current 5.6 6.0 11.6
_______________________________________________________________________________________________________________________
29.9 6.0 35.9
_______________________________________________________________________________________________________________________
Property
The property provision represents the estimated net present value of the future costs for lease rentals and
dilapidation costs less the expected receipts from sub-letting space which is surplus to business requirements. The
leases have between eight and 22 years to expiry.
Other
Other provisions relate to the one off implementation costs arising from the cost saving programme announced in
February 2006, and onerous operating contracts in respect of EDX London Ltd.
14. RETIREMENT BENEFIT OBLIGATIONS
The Group operates separate defined benefits and defined contribution schemes. The assets of the defined benefit and
defined contribution schemes are held separately from those of the Group.
30 September 31 March
__________________________________________
2006 2005 2006
Defined benefit assets and obligations £m £m £m
_______________________________________________________________________________________________________________________
Fair value of assets 224.0 208.5 222.7
Present value of funded obligations (241.0) (225.0) (243.0)
_______________________________________________________________________________________________________________________
Balance sheet liability (17.0) (16.5) (20.3)
_______________________________________________________________________________________________________________________
Six months ended Year ended
30 September 31 March
__________________________________________
2006 2005 2006
Movement in defined benefit net liability during the period £m £m £m
_______________________________________________________________________________________________________________________
1 April 2006 (20.3) (18.7) (18.7)
Current service cost (0.7) (0.7) (1.4)
Net finance cost - (0.2) (0.4)
Contributions paid 2.0 2.0 4.2
Actuarial gain/(loss) 2.0 1.1 (4.0)
_______________________________________________________________________________________________________________________
30 September 2006 (17.0) (16.5) (20.3)
_______________________________________________________________________________________________________________________
15. CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Attributable to equity holders of the Company
___________________________________________________________
Other reserves
_________________________________
Retained Capital Reverse
Share Share (loss)/ redemption acquisition Minority Total
capital premium earnings reserve reserve interest equity
£m £m £m £m £m £m £m
_______________________________________________________________________________________________________________________
1 April 2005 14.9 - 220.3 - - 1.1 236.3
Total recognised income and expense for the
financial period - - 25.2 - - (3.8) 21.4
Final dividend relating to the year ended 31 March 2005 - - (12.6) - - - (12.6)
Employee share schemes and own shares - - 2.1 - - - 2.1
_______________________________________________________________________________________________________________________
30 September 2005 14.9 - 235.0 - - (2.7) 247.2
Total recognised income and expense for the
financial period - - 45.3 - - (0.1) 45.2
Interim dividend relating to the period ended
31 March 2006 - - (10.2) - - - (10.2)
Issue of new shares - 4.3 - - - - 4.3
Employee share schemes and own shares - - (2.1) - - - (2.1)
Issue of share capital in subsidiary undertaking - - - - - 4.4 4.4
_______________________________________________________________________________________________________________________
31 March 2006 14.9 4.3 268.0 - - 1.6 288.8
Scheme of arrangement - May 2006 238.7 (4.3) (491.7) 257.3 (512.5) - (512.5)
Equity transaction costs - - (1.0) - - - (1.0)
Total recognised income and expense for the
financial period - - 58.9 - - 0.2 59.1
Second interim dividend relating to year ended
31 March 2006 - - (20.5) - - - (20.5)
Share buyback (0.1) - (26.2) - - - (26.3)
Employee share schemes and own shares - - (26.5) - - - (26.5)
_______________________________________________________________________________________________________________________
30 September 2006 253.5 - (239.0) 257.3 (512.5) 1.8 (238.9)
_______________________________________________________________________________________________________________________
Under the court-approved scheme of arrangement effected on 15 May 2006 (the Scheme - see note 1 above), the Company
issued 43 new ordinary shares for every 51 existing ordinary shares in London Stock Exchange plc and one B share with a
nominal value of 200 pence per share for every one existing ordinary share in London Stock Exchange plc. On 17 May
2006 the nominal value of the Company's new ordinary shares was reduced and the merger reserve created by the Scheme
was capitalised through an issue of shares, and subsequently cancelled through a court-approved capital reduction,
creating sufficient distributable reserves to enable the return of £512.5 million to shareholders, leaving
approximately £2 billion at the Company level after the return.
The B shares were issued as the mechanism to facilitate the capital return, through: an initial dividend of 200 pence
per share; an immediate 200 pence redemption per share; or retention of the B shares with the right to redeem
semi-annually up to June 2009 (see note 12 above). Payments to the 97% of shareholders who elected for the initial
dividend or immediate redemption totalling £496.0m, were made in May 2006.
Where shareholders opted to receive the initial dividend, each such B Share was reclassified as a 200 pence deferred
share, which is not listed and has extremely limited rights. The Company may elect at any time in the future to redeem
the deferred shares for an aggregate consideration of one pence. There were 119.4m deferred shares in issue at
30 September 2006, with aggregate nominal value of £238.7m.
The Scheme and capital reduction resulted in the creation of a reverse acquisition reserve of (£512.5m) in the
consolidated accounts, and a capital redemption reserve of £257.3m.
After the Scheme and subsequent capital return, there were 216.0m ordinary shares in issue, at a nominal value of
6 79/86 pence per ordinary share. Following the buyback of 2.4m shares during the period, at a cost of £26.3m, there
were 213.6m ordinary shares in issue at 30 September 2006, with aggregate nominal value of £14.8m.
The movement in employee share schemes and own shares of £26.5m include the purchase of 2.9m shares at a cost of
£32.5m by the ESOP during the period (net of proceeds from employees and share scheme expense).
16. NET CASHFLOW GENERATED FROM OPERATIONS
Six months ended Year ended
30 September 31 March
__________________________________________
2006 2005 2006
£m £m £m
_______________________________________________________________________________________________________________________
Profit before taxation 76.7 29.4 93.5
Depreciation and amortisation 12.8 13.4 26.5
Impairment loss and provision for EDX London Ltd - 23.1 23.1
Provision for restructuring costs - - 5.9
Net finance costs/(income) 5.7 (3.4) (6.6)
Investment income (0.3) (0.3) (0.3)
Share of profit after tax of joint venture (0.8) (0.6) (1.2)
(Increase)/decrease in trade and other receivables (5.9) 4.4 2.0
Increase in trade and other payables 16.1 12.7 3.4
Defined benefit pension obligation - contributions in
excess of expenses charged (1.3) (1.3) (2.8)
Provisions utilised during the period (5.3) (2.3) (4.9)
Share scheme expense 2.0 0.9 2.0
_______________________________________________________________________________________________________________________
Cash generated from operations 99.7 76.0 140.6
_______________________________________________________________________________________________________________________
Comprising:
Ongoing operating activities 104.3 77.9 145.9
Exceptional items (see note 3) (4.6) (1.9) (5.3)
_______________________________________________________________________________________________________________________
99.7 76.0 140.6
_______________________________________________________________________________________________________________________
17. TRANSACTIONS WITH RELATED PARTIES
Transactions with FTSE International Ltd during the period are summarised in note 9. The nature and contractual terms
of key management compensation and inter-company transactions with subsidiary undertakings during the period are
consistent with the disclosure in note 30 of the Annual Report of London Stock Exchange plc for the year ended
31 March 2006.
INDEPENDENT REVIEW REPORT
TO LONDON STOCK EXCHANGE GROUP PLC
INTRODUCTION
We have been instructed by the Group to review the interim financial information for the six months ended 30
September 2006 which comprises the consolidated income statement, the consolidated statement of recognised income and
expense, the consolidated balance sheet, the consolidated cash flow statement 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 financial information.
DIRECTORS' RESPONSIBILITIES
The interim report, including the financial information contained therein, is the responsibility of, and has been
approved by the directors. The Listing Rules of the Financial Services Authority require that the accounting policies
and presentation applied to the interim figures should be consistent with those applied in preparing the preceding
annual accounts except where any changes, and the reasons for them, are disclosed.
This interim report has been prepared in accordance with the International Accounting Standard 34, 'Interim Financial
Reporting'.
The maintenance and integrity of the London Stock Exchange Group plc website is the responsibility of the directors;
the work carried out by the auditors does not involve consideration of these matters and, accordingly we accept no
responsibility for any changes that may have occurred to the interim report since it was initially presented on
the website.
Legislation in the United Kingdom governing the preparation and dissemination of financial information may differ
from legislation in other jurisdictions.
REVIEW WORK PERFORMED
We conducted our review in accordance with guidance contained in Bulletin 1999/4 issued by the Auditing Practices
Board for use in the United Kingdom. A review consists principally of making enquiries of Group management and applying
analytical procedures to the interim financial information and underlying financial data and, based thereon, assessing
whether the disclosed accounting policies have been applied. A review excludes audit procedures such as tests of
controls and verification of assets, liabilities and transactions. It is substantially less in scope than an audit
and therefore provides a lower level of assurance. Accordingly we do not express an audit opinion on the interim
financial information. This report, including the conclusion, has been prepared for and only for the company for the
purpose of the Listing Rules of the Financial Services 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.
REVIEW CONCLUSION
On the basis of our review we are not aware of any material modifications that should be made to the interim financial
information as presented for the six months ended 30 September 2006.
PRICEWATERHOUSECOOPERS LLP
Chartered Accountants and Registered Auditors
London
8 November 2006
This information is provided by RNS
The company news service from the London Stock Exchange