Brewin Dolphin Holdings PLC 29 November 2006 29 November 2006 Brewin Dolphin Holdings PLC Group Preliminary Results For the 52 week period to 30 September 2006 • Total income £174 million (2005: £145 million) • Discretionary funds £8.8 billion at 30 September 2006 (2005: £6.9 billion) • Profit before tax and exceptional item £32.0 million (2005: £24.6 million) • Profit before tax £32.0 million (2005: £17.8 million) • Earnings per share - Diluted earnings per share 10.6p (2005: 8.3p excluding exceptional item, 6.0p, including exceptional item) - Basic earnings per share 11.1p (2005: 8.7p excluding exceptional item, 6.2p, including exceptional item) • Total dividend 5.25p (2005: 4.5p) per share 'It gives me great pleasure to present to Shareholders another set of robust figures. While market conditions have been favourable there are a number of other factors which have been significant in achieving the progress that we have made. We have enjoyed the benefit of new teams joining us both in London and elsewhere in our branch network. We have also seen further migration from advisory to discretionary management as well as enjoying a steady inflow of new clients.' Jamie Matheson, Executive Chairman For further information:- Jamie Matheson, Executive Chairman John Hall, Chief Executive Brewin Dolphin Brewin Dolphin 020 7248 4400 020 7248 4400 Toby Mountford Citigate Dewe Rogerson 020 7638 9571 / 07710 356611 Chairman's Statement It gives me great pleasure to present to Shareholders another set of robust figures. While market conditions have been favourable there are a number of other factors which have been significant in achieving the progress that we have made. We have enjoyed the benefit of new teams joining us both in London and elsewhere in our branch network. We have also seen further migration from advisory to discretionary management as well as enjoying a steady inflow of new clients. Our Corporate Broking operations produced a very strong performance across the board. Not only has there been an increased level of activity but also a marked increase in the size of mandates won. All this strengthens our conviction and belief in our branch network and our emphasis on our clients having both the freedom of choice and the ability to communicate directly with the individual manager who looks after their interests. During the year we opened an office in Keswick and since the year end we have opened in Oxford and will shortly be opening in Hereford. We continue to invest in infrastructure in order to ensure that we provide an ever improving service to clients. The year under review has seen a material investment in our systems and in particular in the eXimius Data Management service. After some twenty five years we had to accept that we had finally outgrown our old London premises at 5 Giltspur Street and we have been able to move to new premises at 12 Smithfield Street. While we remain in the same locale the new premises offer a much improved working environment both in which to meet and to look after clients. It is a great credit to our personnel that this major move was achieved with minimal disruption to the firm's efficient operations. Your Group remains committed to the attainment of the highest standards of business practice and is very conscious of the need to meet the requirements of the Financial Services Authority. At the same time we share the widely held view that regulation must be constructed and administered in a manner that is sensible, practical and relevant. To this end we are committed to working closely with the Regulator and Government at various levels. We welcome the FSA's decision to adopt a more principle based regime for regulation. At the time of the Interim Results I was able to report to you the appointment of David McCorkell to the Board and he is already making a significant contribution to the affairs of your Company. As a new appointment he will be standing for election at the Annual General Meeting on 23 February 2007. Standing for re-election will be Michael Williams, our director responsible for the Group's legal matters who orchestrated the superb deal which enabled us to move into 12 Smithfield Street. Two of our Non-Executive Directors are also standing for re-election: Nick Hood, Senior Independent Director and Deputy Chairman: and Jock Worsley, Chairman of the Audit Committee; I commend them to you. I am very pleased to be able to tell you that our Chief Executive, John Hall, has recently been appointed Chairman of our Trade Association APCIMS, where we are confident he will make a significant contribution in the leadership of our industry. APCIMS has recently been at the forefront of negotiations in Brussels and with the FSA, in seeking to reduce the impact of the introduction of MiFID and increase the relevance of the proposals. As ever it would be foolhardy to become overly involved in short term predictions about our markets but we remain committed to pursuing the Company's objective of achieving steady growth and returns for Shareholders through the provision of a quality service to our clients. As is always the case, the results achieved in the year under review have been done so thanks to the hard work of our people and the continued support of our clients. Once again your Company is firmly committed to pursuing the achievement of a satisfactory outcome for the year ahead. Jamie Matheson 28 November 2006 Chief Executive's Report Some years it is much easier to write the report to shareholders than others and the past 12 months certainly comes into this category. The investment climate throughout the period has remained relatively benign. The market's performance as measured by the FTSE 100 Index has risen by less than 10% but if one ignores a blip in May and June, it has in fact presented a relatively stable background against which to advise our clients. We have however strengthened your Group in a number of ways and broadened the offering to our clients and this has shown through in our results. The group's profits before tax for the year ending 30 September 2006 amounted to £32m against £24.6m (before exceptional item) a year ago, an increase of 30%. However within operating expenses there is an item of £1.2m relating to the one-off cost of moving to our new Head Office, to which our Chairman alludes in his statement and if one were to add that back the increase would be 35%. These profits were earned on total income of £174m against £145m last year, an increase of 20%. We have, as in previous years, made two interim dividend payments rather than an interim and a final, in order to distribute the dividends in April and October. A first interim dividend of 2.5p per share (2p per share in 2005) was paid on 6 April 2006. A second interim dividend was paid on 25 October 2006 of 2.75p per share against 2.5p per share the previous year, making a total for the year of 5.25p per share against 4.5p per share in the previous year, an increase of 17%. Fully diluted earnings per share were 10.6p which compares with 8.3p if last year's exceptional item is excluded, an increase of 28%; 33% if one adjusts for moving costs. Basic earnings per share were 11.1p which compares with 6.2p per share previously, an increase of 79%. During the past year we have made further good progress in building the discretionary funds that we manage. In my report a year ago, I outlined the case for discretionary management and there is no doubt that it enables us to give a better service to our clients and at the same time, by switching the emphasis to a fee based charge, we are underpinning our earnings for shareholders. The value of discretionary funds under our management rose to £8.8 billion at the year end from £6.9 billion a year previously, an increase of 28%. This highly satisfactory performance reflects in part a rise in the underlying values, although the FTSE 100 Index only rose 8.8% over the same period, and in part switching from advisory to discretionary management. However, by far the largest reason for this excellent performance was the winning of new mandates and clients following those who have joined us from other houses. Private Client Investment Management Value of Funds 2006 2005 £bn £bn Discretionary portfolio management 8.8 6.9 Advisory portfolio management 10.1 10.0 18.9 16.9 Responding to our clients' requirements we are now providing a broader wealth management package for those that require it. Our financial planners offer particular expertise on personal pensions and inheritance tax planning and they have held a number of highly successful seminars around the country. We have now established a SIPP administration service through which we provide personalised portfolios for our clients. Last year the financial planning team's turnover rose 76%. Their figures are contained within the income earned on portfolio management set out below. Total Operating Total Operating Income Profit Income Profit* 2006 2006 2005 2005 £m £m £m £m Discretionary portfolio management 84.9 12.4 69.2 9.6 Advisory portfolio management 66.6 9.2 61.2 7.8 151.5 21.6 130.4 17.4 * before exceptional item We have been particularly glad to welcome an additional 38 senior client executives and their clients who have joined us over the past year. It always takes a few months for these transfers to be completed and accordingly the full benefit of these additions will not be felt until the current year. London has benefited the most, where we have welcomed an additional 23 senior client executives and 10 assistants. In total, we now have 137 client advisers in our London office and 574 groupwide. The Belfast office, which we opened last year, continues to be strengthened. Since the year end we were delighted to announce the purchase of the Bank of Ireland's Northern Ireland private client investment management business which will be run by our Belfast office. In August we agreed the purchase of Aberdeen Private Investors from Aberdeen Asset Management and the successful transfer of £200 million client funds followed. This further strengthens our Aberdeen branch and also represents a valuable addition to our Glasgow branch. During the year we opened a new branch in Keswick. Since the year end we have established an office in Oxford and will be opening an office in Hereford in January 2007. Our policy of establishing branch offices around the country, staffed by dedicated and enthusiastic professionals who we can support with all the same technology and investment advice as if they were in London, continues to work well for us in building the client base and attracting new mandates. We were pleased to win the Investors Chronicle Award for 'Financial Security and Administration', being described as being a clear success story. We were equally delighted that Stocktrade, our execution only arm, came first in the same category as 'Best On-line Stockbroker'. We are always updating our technology, but the new eXimius software which is currently being installed represents a step change to what has been available to date. It greatly enhances the portfolio management tools for our client executives, as well as providing the information that will be required under MiFID. Corporate Broking In addition to private client investment management we are now acknowledged as one of the leading corporate brokers for smaller companies. We act as advisers to 133 quoted corporate clients as well as a number of private companies. Our corporate advisers are based in Edinburgh, Glasgow, Birmingham, Leeds, Manchester and Newcastle branches. Last year was an excellent one for the Division as will be seen from their figures:- Total Operating Total Operating Income Profit Income Profit* 2006 2006 2005 2005 £m £m £m £m Corporate broking 22.1 5.3 14.3 2.9 * before exceptional item Revenues rose by 55% and operating profit increased by 83% and the markets for new and secondary issues were strong for virtually all of the year. Our existing clients were active on the acquisition and fund-raising fronts and we gained our full share of new clients both from initial public offerings, flotations and from companies already quoted. Whilst still offering a full service to smaller and micro cap companies, we have also been increasingly active with larger clients, a trend that has continued in the new financial year. Conclusion From the foregoing it will be seen that we have made good progress on many fronts during the past year, particularly in terms of the increase in the number of clients and amount of funds using discretionary management. At the same time we are building the number of experienced client executives to give clients the personalised attention that is our trademark. We expect this trend to continue and it is a key element of our strategy. I would like to thank all our staff for their hard work and their commitment to our clients. It is thanks to them that we can look to the future with considerable confidence. Additionally, we will have a full year's contribution from the teams that have joined us during 2006, further strengthened by others who will be joining us shortly. John Hall 28 November 2006 Consolidated Income Statement 52 week period ended 30 September 2006 52 weeks to 30 53 weeks to 30 September 2006 September 2005 Note £'000s £'000s Continuing operations Revenue 164,594 136,563 Other operating income 9,044 8,097 Total income 1 173,638 144,660 Staff costs (91,621) (78,293) Other operating costs (55,166) (52,899) (146,787) (131,192) Operating profit 26,851 13,468 Finance income 5,235 4,555 Finance costs (36) (254) Profit on ordinary activities before exceptional item 1 32,050 24,600 Exceptional item 2 - (6,831) Profit before tax 32,050 17,769 Tax 3 (10,045) (5,555) Profit attributable to equity shareholders of the parent from continuing operations 22,005 12,214 Earnings per share From continuing operations Basic 5 11.1p 6.2p Diluted 5 10.6p 6.0p Consolidated Statement of Recognised Income and Expense 52 week period ended 30 September 2006 52 weeks to 30 53 weeks to 30 September 2006 September 2005 £'000s £'000s Gain on revaluation of available-for-sale investments 1,509 1,144 Tax on revaluation of available-for-sale investments (453) (343) Actuarial loss on defined benefit pension scheme (3,251) (666) Tax on actuarial loss on defined benefit pension scheme 975 200 Deferred tax on share based payments 720 599 Net income recognised directly in equity (500) 934 Profit for period 22,005 12,214 Total recognised income and expense for the period attributable to equity shareholders of the parent 21,505 13,148 Consolidated Balance Sheet As at 30 September 2006 As at 30 As at 30 September September 2006 2005 £'000s £'000s ASSETS Note Non-current assets Goodwill 66,846 43,624 Property, plant and equipment 16,920 9,168 Available-for-sale investments 10,463 8,954 Other receivables 1,988 1,938 Deferred tax asset 2,473 2,908 98,690 66,592 Current assets Trading investments 2,470 1,227 Trade and other receivables 251,437 231,717 Cash and cash equivalents 61,576 50,392 315,483 283,336 Total assets 414,173 349,928 LIABILITIES Current liabilities Bank overdrafts 3,197 164 Trade and other payables 279,148 250,982 Current tax liabilities 3,256 2,259 Shares to be issued including premium 1,000 2,928 286,601 256,333 Net current assets 28,882 27,003 Non-current liabilities Retirement benefit obligation 15,422 12,937 Deferred purchase consideration 3,444 538 Shares to be issued including premium 16,500 3,072 35,366 16,547 Total liabilities 321,967 272,880 Net assets 92,206 77,048 EQUITY Called up share capital 6 1,995 1,965 Share premium account 6 82,755 79,287 Revaluation reserve 6 6,805 5,749 Merger reserve 6 4,562 4,562 Profit and loss account 6 (3,911) (14,515) Equity attributable to equity holders of the parent 6 92,206 77,048 Consolidated Cash Flow Statement 52 week period ended 30 September 2006 Note 52 weeks to 30 53 weeks to 30 September 2006 September 2005 £'000s £'000s Net cash flow from operating activities 7 34,442 16,075 Cash flows from investing activities Purchase of goodwill (6,289) (1,483) Purchases of property, plant and equipment (11,523) (6,291) Purchases of available-for-sale investments - (310) Dividends received from available-for-sale investments 249 221 Net cash used in investing activities (17,563) (7,863) Cash flows from financing activities Dividends paid to equity shareholders (9,884) (7,837) Proceeds on issue of shares 1,156 210 Net cash used in financing activities (8,728) (7,627) Net increase in cash and cash equivalents 8,151 585 Cash and cash equivalents at the start of period 50,228 49,643 Cash and cash equivalents at the end of period 58,379 50,228 Firm's cash 47,832 38,168 Firm's overdraft (3,197) (164) Firm's net cash 44,635 38,004 Client settlement cash 13,744 12,224 Net cash and cash equivalents 58,379 50,228 Cash and cash equivalents shown in current assets 61,576 50,392 Bank overdrafts (3,197) (164) Net cash and cash equivalents 58,379 50,228 Notes 1. Revenue and segmental information For management purposes, the Group is divided into two business streams: private client investment management and corporate broking. These form the basis for the primary segment information reported below. All operations are carried out in the United Kingdom and the Channel Islands. 2006 2005 52 weeks 53 weeks £'000s £'000s Total income Private client investment management Discretionary portfolio management 84,878 69,165 Advisory portfolio management 66,613 61,243 151,491 130,408 Corporate broking 22,147 14,252 173,638 144,660 Profit on ordinary activities before exceptional item and tax Private client investment management Discretionary portfolio management 12,381 9,625 Advisory portfolio management 9,216 7,809 21,597 17,434 Corporate broking 5,254 2,865 26,851 20,299 Finance income (net) 5,199 4,301 32,050 24,600 Segment assets Private client investment management 319,654 290,270 Corporate broking 94,519 59,658 414,173 349,928 Segment liabilities Private client investment management 227,448 213,222 Corporate broking 94,519 59,658 321,967 272,880 2. Exceptional item In December 2004 the Group made a £5m contribution to a fund (Fund Distribution Limited) for those who had lost money in Zero Dividend Shares. The 2005 exceptional charge, included within other operating costs and staff costs, represents this payment, less insurance recovery, plus other directly attributable costs. These charges are considered to be exceptional due to their size and the unusual nature of their incidence. 3. Taxation 2006 2005 52 weeks 53 weeks £'000s £'000s United Kingdom Current tax 7,723 5,374 Prior year 415 17 Overseas tax Current tax 230 127 8,368 5,518 United Kingdom deferred tax Current year 2,040 163 Prior year (363) (126) 10,045 5,555 United Kingdom corporation tax is calculated at 30% (2005: 30%) of the estimated assessable taxable profit for the period. Taxation for other jurisdictions is calculated at the rates prevailing in the respective jurisdictions. The charge for the year can be reconciled to the profit per the income statement as follows: Profit before tax 32,050 17,769 Tax at the UK corporation tax rate of 30% (2005: 30%) 9,615 5,331 Tax effect of expenses that are not deductible in determining taxable 285 297 profit Tax effect of prior year tax 415 17 Tax effect of prior year deferred tax (363) (126) Tax effect of options pre November 2002 (88) - Tax effect of deferred tax timing differences (1) (105) Tax effect of leasehold property depreciation 182 141 Tax expense 10,045 5,555 Effective tax rate for the year 31% 31% In addition to the amount charged to the income statement, deferred tax relating to the revaluation of the Group's available for sale investments amounting to £453,000 (2005: £343,000) has been charged directly to equity and deferred tax relating to the actuarial loss in the defined benefit pension scheme amounting to £975,000 (2005: £200,000) has been credited directly to equity. 4. Dividends 2006 2005 52 weeks 53 weeks £'000 £'000 Amounts recognised as distributions to equity holders in the period: First interim dividend paid 6 April 2006, 2.5p per share (2005: 2.0p) 4,970 3,927 Second interim dividend paid 25 October 2006, 2.75p per share (2005: 2.5p) 5,488 4,914 10,458 8,841 5. Earnings per share The calculation of the basic and diluted earnings per share is based on the following data: Number of shares 2006 2005 '000 '000 Basic Weighted average number of shares in issue in the period 198,025 196,227 Diluted Weighted average number of options outstanding for the period 4,985 3,070 Estimated weighted average number of shares earned under deferred 4,106 5,421 consideration arrangements Diluted weighted average number of options and shares for the period 207,116 204,718 Earnings attributable to ordinary shareholders £'000s £'000s Basic profit for the period and attributable earnings 22,005 12,214 Exceptional item - 6,831 less tax on exceptional item - (2,049) Adjusted basic profit for the period and attributable earnings 22,005 16,996 From continuing operations Basic 11.1p 6.2p Diluted 10.6p 6.0p From continuing operations excluding exceptional item Basic 11.1p 8.7p Diluted 10.6p 8.3p 6. Reserves and reconciliation of changes in equity Called up Share Revaluation Merger Profit and Total share premium reserve reserve loss account capital account £'000s £'000s £'000s £'000s £'000s £'000s Group 24 September 2004 1,955 79,081 4,948 3,929 (18,827) 71,086 Profit for the period - - - - 12,214 12,214 Goodwill previously written off - - - - 312 312 Dividends paid - - - - (8,841) (8,841) Issue of shares 10 206 - 633 - 849 Revaluation - - 1,144 - - 1,144 Deferred tax on items taken - - (343) - 799 456 directly to equity Share based payments - - - - 494 494 Actuarial loss on defined benefit - - - - (666) (666) pension scheme 30 September 2005 1,965 79,287 5,749 4,562 (14,515) 77,048 Profit for the period - - - - 22,005 22,005 Dividends paid - - - - (10,458) (10,458) Issue of shares 30 3,468 - - - 3,498 Revaluation - - 1,509 - - 1,509 Deferred tax on items taken - - (453) - 1,695 1,242 directly to equity Share based payments - - - - 613 613 Actuarial loss on defined benefit - - - - (3,251) (3,251) pension scheme 30 September 2006 1,995 82,755 6,805 4,562 (3,911) 92,206 7. Notes to the cash flow statement 2006 2005 52 weeks 53 weeks £'000s £'000s Group Operating profit 26,851 13,468 Adjustments for: Depreciation of property, plant and equipment 3,771 4,312 Retirement benefit obligation (766) (671) Share based payment cost 613 494 Interest income 4,987 4,334 Interest expense (36) (15) Operating cash flows before movements in working capital 35,420 21,922 Increase in receivables and trading investments (21,014) (34,757) Increase in payables 27,407 35,020 Cash generated by operating activities 41,813 22,185 Tax paid (7,371) (6,110) Net cash flow from operating activities 34,442 16,075 8. Insurance reimbursements and provisions The Directors remain in discussion with the Group's insurers in respect of claims for costs already incurred and expensed in relation to legal actions, mainly relating to split capital trusts. Insurance debtors, based upon a prudent estimate of amounts which are regarded as virtually certain to be received, are included in other debtors. An estimate of the potential favourable financial effect of the receipt of additional reimbursements is not disclosed as the Directors consider that any such disclosure would seriously prejudice their ongoing negotiations with insurers. Various legal actions and complaints have been made against the Group for which legal proceedings are in progress. Provision for any estimated payments arising from these claims have been made and are included within trade and other payables. These items are not disclosed separately as provisions, as the Directors consider that disclosure of any further information would seriously prejudice the position of the Group. The Directors believe that should any of these claims result in a more significant loss than that provided, that any further claims will be covered by insurance. 9. Funds At 30 September At 30 September 2006 2005 £ Billion £ Billion In Group's nominee or sponsored member 8.6 6.5 Stock not held in Group's nominee 0.2 0.4 Discretionary funds under management 8.8 6.9 In Group's nominee or sponsored member 7.2 6.7 Other funds where valuations are carried out but 2.9 3.3 where the stock is not under the Group's control Advisory funds under management 10.1 10.0 Managed funds 18.9 16.9 In Group's nominee or sponsored member 2.4 2.0 Stock not held in Group's nominee 0.3 0.3 Execution only stock 2.7 2.3 Total funds 21.6 19.2 Stock In Group's nominee or sponsored member 18.2 15.2 Stock not held in Group's nominee 3.4 4.0 21.6 19.2 10. Additional Information The accounting policies used in arriving at the preliminary figures are consistent with those, which will be published in the full financial statements and which were set out in the Preliminary IFRS Financial Information included in the Group's Annual Report and Accounts for 2005. The financial information in this press release does not constitute statutory accounts within the meaning of section 240 of the Companies Act 1985, but is derived from these accounts. Statutory accounts for 2005 have been delivered to the Register of Companies, and those for 2006 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. Whilst the financial information included in this preliminary announcement has been computed in accordance with International Financial Reporting Standards (IFRSs), this announcement does not itself contain sufficient information to comply with IFRSs. The Company's 2006 statutory accounts do comply with IFRSs ; it is expected that they will be published in full in January 2007. All financial information has been prepared in accordance with International Financial Reporting Standards (IFRSs). The comparative results for the year to 30 September 2005, which were originally reported in accordance with UK Generally Accepted Accounting Practice (UK GAAP), have been restated accordingly. The Annual General meeting will be held at 12 noon on 23 February 2007 at Merchant Taylors' Hall, 30 Threadneedle Street, London EC2R 8JB. This information is provided by RNS The company news service from the London Stock Exchange