REG - Arbuthnot Banking - Final Results for the year to 31 December 2016 <Origin Href="QuoteRef">ARBB.L</Origin> - Part 8
23/03/2017 07:06
- Part 8: For the preceding part double click ID:nRSW2538Ag
Capital commitments
At 31 December 2016, the Group had capital commitments of £nil (2015: £nil) in respect of equipment purchases.
Credit commitments
The contractual amounts of the Group's off-balance sheet financial instruments that commit it to extend credit to customers
are as follows:
2016 2015
Group £000 £000
Guarantees and other contingent liabilities 274 56
Commitments to extend credit:
- Original term to maturity of one year or less 35,581 178,863
35,855 178,919
Operating lease commitments
Where a Group company is the lessee, the future aggregate lease payments under non-cancellable operating leases are as follows:
2016 2015
Group £000 £000
Expiring:
Within 1 year 2,635 3,710
Later than 1 year and no later than 5 years 8,422 9,974
Later than 5 years 5,745 7,790
16,802 21,474
In 2013, Arbuthnot Latham & Co., Ltd entered into a 16 year lease on 7 Wilson Street (the head office for Arbuthnot Banking
Group PLC, the principal location for Arbuthnot Latham & Co., Ltd and London offices for Secure Trust Bank PLC), with a
break at 11 years and rent reviews after 5, 10 and 15 years. The initial rent is £1.75 million per annum. This lease forms
the most significant part of the operating leases disclosed in the table above.
In addition to the above commitments, ground rent of £230k per annum is payable in relation to the investment property.
35. Share capital
Number of shares Ordinary share capital Share premium
Group and Company £000 £000
At 1 January 2015 15,279,322 153 -
At 31 December 2015 & December 2016 15,279,322 153 -
The Ordinary shares have a par value of 1p per share (2015: 1p per share). At 31 December 2016 the Company held 390,274
shares (2015: 390,274) in treasury.
36. Reserves and retained earnings
2016 2015
Group £000 £000
Revaluation reserve - 98
Capital redemption reserve 20 20
Available-for-sale reserve (251) 1,047
Treasury shares (1,131) (1,131)
Retained earnings 235,567 123,330
Total reserves at 31 December 234,205 123,364
The revaluation reserve represents the unrealised change in the fair value of properties.
The capital redemption reserve represents a reserve created after the Company purchased its own shares which resulted in a
reduction of share capital.
2016 2015
Company £000 £000
Capital redemption reserve 20 20
Treasury shares (1,131) (1,131)
Retained earnings 133,847 46,537
Total reserves as 31 December 132,736 45,426
37. Share-based payment options
Company - equity settled
The Company had the following equity settled share-based payment awards outstanding at 31 December 2016:
• On 1 April 2014 Mr Fleming was granted an option to subscribe for 50,000 ordinary 1p shares in the Company between April
2017 and April 2022 at 1185p. The fair value of these shares at grant date was £53,000.
There are no other vesting conditions for these awards.
On 16 April 2013 Mr. Salmon and Mr. Cobb were granted options to subscribe between April 2016 and April 2021 for 100,000
and 50,000 ordinary 1p shares respectively in the Company at 930p. The fair value of the options at grant date was
£125,000. On 14 June 2016 Mr. Salmon and Mr. Cobb each exercised all their respective options granted on 16 April 2013 and
sold the shares on the same day at a price of 1591p. No equity settled share options were granted, forfeited, or expired
during the year. ABG incurred an expense in relation to share based payments of £31,000 during 2016 (2015: £37,000), as
disclosed in Note 12. In line with the Group accounting policy, where the equity settled scheme was modified to cash
settled, the entire liability totalling £1,128,000 at 14 June 2016 was accounted for as a reserves reclassification, with
no profit or loss recognised in the Income Statement.
Measurement inputs and assumptions used in the Black-Scholes model are as follows:
2016 2015
Expected Stock Price Volatility 17% 17%
Expected Dividend Yield 2.7% 2.7%
Risk Free Interest Rate 1.20% 1.20%
Average Expected Life (in years) 0.25 0.53
Company - cash settled
On 14 June 2016 Mr. Salmon was granted phantom options pursuant to the Phantom Option Scheme to acquire 200,000 ordinary 1p
shares in the Company at 1591p exercisable in respect of 50% on or after 15 June 2019 and in respect of the remaining 50%
on or after 15 June 2021 when a cash payment would be made equal to any increase in value. On 14 June 2016 Mr. Cobb and Mr.
Henderson were each granted phantom options pursuant to the Phantom Option Scheme to acquire 100,000 ordinary 1p shares in
the Company at 1591p exercisable in respect of 50% on or after 15 June 2019 and in respect of the remaining 50% on or after
15 June 2021 when a cash payment would be made equal to any increase in market value. The fair value of the options at
grant date was £1.3m.
The performance conditions of the Scheme are that for the duration of the vesting period, the dividends paid by ABG must
have increased in percentage terms when compared to an assumed dividend of 29p per share in respect of the financial year
ending 31 December 2016, by a minimum of the increase in the Retail Prices Index during that period.
Also from the grant date to the date the Option is exercised, there must be no public criticism by any regulatory authority
on the operation of ABG or any of its subsidiaries which has a material impact on the business of ABG.
Options are forfeited if they remain unexercised after a period of more than 7 years from the date of grant. If the
participant ceases to be employed by the Group by reason of injury, disability, ill-health or redundancy; or because his
employing company ceases to be a shareholder of the Group; or because his employing business is being transferred out of
the Group, his option may be exercised within 6 months after such cessation. In the event of the death of a participant,
the personal representatives of a participant may exercise an option, to the extent exercisable at the date of death,
within 6 months after the death of the participant.
On cessation of employment for any other reason (or when a participant serves, or has been served with, notice of
termination of such employment), the option will lapse although the Remuneration Committee has discretion to allow the
exercise of the option for a period not exceeding 6 months from the date of such cessation.
In such circumstances, the performance conditions may be modified or waived as the Remuneration Committee, acting fairly
and reasonably and taking due consideration of the circumstances, thinks fit. The number of Ordinary Shares which can be
acquired on exercise will be pro-rated on a time elapsed basis, unless the Remuneration Committee, acting fairly and
reasonably and taking due consideration of the circumstances, decides otherwise. In determining whether to exercise its
discretion in these respects, the Remuneration Committee must satisfy itself that the early exercise of an option does not
constitute a reward for failure.
The probability of payout has been assigned based on the likelihood of meeting the performance criteria, which is 100%. The
Directors consider that there is some uncertainty surrounding whether the participants will all still be in situ and
eligible at the vesting date. Therefore the directors have assumed a 9% attrition rate for the share options vesting in
June 2019 and 15% attrition rate for the share options vesting in June 2021. The attrition rate will increase by 3% per
year until the vesting date. ABG incurred an expense in relation to share based payments of £0.2m during 2016, as disclosed
in Note 12.
Measurement inputs and assumptions used in the Black-Scholes model are as follows:
2016
Expected Stock Price Volatility 33.0%
Expected Dividend Yield 2.3%
Risk Free Interest Rate 0.4%
Average Expected Life (in years) 3.46
38. Dividends per share
Final dividends are not accounted for until they have been approved at the Annual General Meeting. At the meeting on 4 May
2017, a dividend in respect of 2016 of 18p per share (2015: actual dividend 17p per share) amounting to a total of £2.68m
(2015: actual £2.53m) is to be proposed. The financial statements for the year ended 31 December 2016 do not reflect the
final dividend which will be accounted for in shareholders' equity as an appropriation of retained profits in the year
ending 31 December 2017.
39. Cash and cash equivalents
For the purposes of the Statement of Cash Flows, cash and cash equivalents are comprised of the following balances with
less than three months maturity from the date of acquisition.
2016 2015
Group £000 £000
Cash and balances at central banks (Note 17) 195,752 368,611
Loans and advances to banks (Note 18) 36,951 28,578
232,703 397,189
2016 2015
Company £000 £000
Loans and advances to banks 89,072 12,444
40. Related party transactions
Related parties of the Company and Group include subsidiaries, Key Management Personnel, close family members of Key
Management Personnel and entities which are controlled, jointly controlled or significantly influenced, or for which
significant voting power is held, by Key Management Personnel or their close family members.
Other than the directors' remuneration (see Remuneration Report pages 20 to 21), payment of dividends and transactions with
subsidiaries and associates, there were no related party transactions within the Parent Company. A number of banking
transactions are entered into with related parties in the normal course of business on normal commercial terms. These
include loans and deposits. Except for the directors' disclosures, there were no other Key Management Personnel
disclosures; therefore the tables below relate to directors and their close family members.
2016 2015
Group - subsidiaries £000 £000
Loans
Loans outstanding at 1 January 3,123 5,503
Loans advanced during the year 2,076 726
Loan repayments during the year (3,429) (3,106)
Transferred to loans with associates (409) -
Loans outstanding at 31 December 1,361 3,123
Interest income earned 122 143
2016 2015
Group - associates £000 £000
Loans
Loans advanced during the year 5 -
Loan repayments during the year (10) -
Transferred from loans with subsidiaries 409 -
Loans outstanding at 31 December 404 -
Interest income earned 5 -
The loans to directors are mainly secured on property, shares or cash and bear interest at rates linked to base rate. No
provisions have been recognised in respect of loans given to related parties (2015: £nil).
2016 2015
Group - subsidiaries £000 £000
Deposits
Deposits at 1 January 2,692 2,665
Deposits placed during the year 6,644 2,721
Deposits repaid during the year (5,623) (2,694)
Transferred to deposits with associates (315) -
Deposits at 31 December 3,398 2,692
Interest expense on deposits 12 13
2016 2015
Group - associates £000 £000
Deposits
Deposits placed during the year 3 -
Transferred from deposits with subsidiaries 315 -
Deposits at 31 December 318 -
Interest expense on deposits 3 -
Details of directors' remuneration are given in the Remuneration Report. The Directors do not believe that there were any
other transactions with key management or their close family members that require disclosure.
Details of principal subsidiaries are given in Note 41. Transactions and balances with subsidiaries are shown below:
2016 2015
Highest balance during the year Balance at 31 December Highest balance during the year Balance at 31 December
£000 £000 £000 £000
ASSETS
Due from subsidiary undertakings 150,776 89,224 23,454 12,603
Shares in subsidiary undertakings 54,602 54,602 46,466 46,466
Total assets 205,378 143,826 69,920 59,069
LIABILITIES
Due to subsidiary undertakings 3,650 3,357 5,431 2,832
Total liabilities 3,650 3,357 5,431 2,832
The disclosure of the yearend balance and the highest balance during the year is considered the most meaningful information
to represent the transactions during the year. The above transactions arose during the normal course of business and are on
substantially the same terms as for comparable transactions with third parties.
The Company undertook the following transactions with other companies in the Group during the year:
2016 2015
£000 £000
Arbuthnot Latham & Co., Ltd - Recharge of property and IT costs 1,087 1,587
Arbuthnot Latham & Co., Ltd - Recharge for costs paid on the Company's behalf 4,015 3,288
Arbuthnot Latham & Co., Ltd - Group recharges for shared services (1,483) (1,421)
OBC Insurance Consultants Ltd - Dividend received - (132)
Secure Trust Bank PLC (up to 15 June as subsidiary) - Group recharges for shared services (212) (412)
Secure Trust Bank PLC (up to 15 June as subsidiary) - Dividends received (5,195) (6,517)
Secure Trust Bank PLC (from 16 June as associate) - Group recharges for shared services (120) -
Secure Trust Bank PLC (from 16 June as associate) - Dividends received (6,273) -
West Yorkshire Insurance Company Ltd - Legal fees settled - 25
Total (8,181) (3,582)
41. Interests in subsidiaries
Investment at cost Impairment provisions Net
Company £000 £000 £000
At 1 January 2015 42,530 (2,564) 39,966
Capital contribution to Arbuthnot Latham & Co., Limited 6,500 - 6,500
At 31 December 2015 49,030 (2,564) 46,466
Capital contribution to Arbuthnot Latham & Co., Limited 22,000 - 22,000
Sale of shares in Secure Trust Bank PLC (8,808) - (8,808)
Transfer to interests in associates (5,056) - (5,056)
At 31 December 2016 57,166 (2,564) 54,602
2016 2015
Company £000 £000
Subsidiary undertakings:
Banks 52,302 44,166
Other 2,300 2,300
Total 54,602 46,466
(a) List of subsidiaries
The table below provides details of the significant subsidiary of Arbuthnot Banking Group PLC at 31 December:
Country of incorporation Ownership interest %
2016 2015 Principal activity
Arbuthnot Latham & Co., Limited UK 100 100 Private banking
Secure Trust Bank PLC UK - 52 Retail banking
Secure Trust Bank became an associate company of the Group from 15 June 2016.
The table below provides details of other subsidiaries and related undertakings of Arbuthnot Banking Group PLC at 31 December:
% shareholding Country of incorporation
Principal activity
Direct shareholding
Arbuthnot Fund Managers Limited 100.0% UK Dormant
Arbuthnot Investments Limited 100.0% UK Dormant
Arbuthnot Limited 100.0% UK Dormant
Arbuthnot Properties Limited 100.0% UK Dormant
Arbuthnot Unit Trust Management Limited 100.0% UK Dormant
Gilliat Financial Solutions Limited 100.0% UK Dormant
Peoples Trust and Savings Plc 100.0% UK Dormant
Secure Trust Bank PLC* 18.6% UK Retail banking
West Yorkshire Insurance Company Limited 100.0% UK Non-trading
Windward Insurance Company PCC Limited 100.0% Guernsey Insurance
Indirect shareholding via intermediate holding companies
Arbuthnot Latham (Nominees) Limited 100.0% UK Dormant
Arbuthnot Securities Limited 100.0% UK Dormant
Artillery Nominees Limited 100.0% UK Dormant
Debt Managers (Services) Limited* 18.6% UK Debt collection company
John K Gilliat & Co., Limited 100.0% UK Dormant
Pinnacle Universal 100.0% BVI Property development
Secure Homes Services Limited* 18.6% UK Property rental
STB Leasing Limited* 18.6% UK Leasing
Tarn Crag Limited* 50.0% Isle of Man Property management
V12 Finance Group Limited* 18.6% UK Holding company
V12 Personal Finance Limited* 18.6% UK Dormant
V12 Retail Finance Limited* 18.6% UK Sourcing and servicing of unsecured loans
* Treated as interests in associates.
All other subsidiary and related undertakings are unlisted and none are banking institutions, except for Secure Trust Bank
PLC. All 100% owned entities are included in the consolidated financial statements and have an accounting reference date of
31 December. All other entities are disclosed in the consolidated financial statements under interests in associates (see
note 26).
(b) Non-controlling interests in subsidiaries
The only subsidiary in 2015 within the Group with non-controlling interests was Secure Trust Bank PLC, where external
parties had 48.1% ownership interests in the bank. Summary financial information for Secure Trust Bank PLC for 2015 is
shown in the table below.
Year ended 31 December Year ended 31 December
2016 2015
Summary of profit £000 £000
Operating income - 132,484
Profit after income tax - 29,009
Total comprehensive income - 29,009
Profit allocated to non-controlling interests - 13,798
31 December 31 December
2016 2015
Summary of assets and liabilities £000 £000
Loans and advances to customers - 960,610
Other assets - 286,721
Liabilities - (1,106,147)
Net assets - 141,184
Carrying amount of non-controlling interests - 67,887
Year ended 31 December Year ended 31 December
2016 2015
Summary of cash flows £000 £000
Cash flows from operating activities - 53,188
Cash flows from investing activities - (3,397)
Cash flows from financing activities, before dividends to non-controlling interests - (12,552)
Cash flows from financing activities - cash dividends to non-controlling interests - (6,036)
Net increase in cash and cash equivalents - 31,203
(c) Significant restrictions
The Group does not have significant restrictions on its ability to access or use its assets and settle its liabilities
other than those resulting from the supervisory frameworks within which banking subsidiaries operate. The supervisory
frameworks require banking subsidiaries to keep certain levels of regulatory capital and liquid assets, limit their
exposure to other parts of the Group and comply with other ratios. The carrying amounts of the banking subsidiary's assets
and liabilities are £1,004m and £952m respectively (2015: £2,252m and £2,058m respectively; 2015 included Secure Trust Bank
PLC).
(d) Risks associated with interests
During the year Arbuthnot Banking Group PLC made £22.0m (2015: £6.5m) capital contributions to Arbuthnot Latham & Co., Ltd.
The contributions were made to assist the private bank during a period of growth to ensure that all regulatory capital
requirements were met.
(e) Changes in ownership interest
On 15 June 2016 Arbuthnot Banking Group sold 6 million shares in Secure Trust Bank PLC ('STB') for £150m, which reduced its
shareholding in STB from 51.92% to 18.93%. From this date the Group accounted for its remaining shareholding in STB as an
associate. After the sale of the 6 million shares, the Group retained Board representation and as such is seen to have
significant influence over STB.
42. Operating segments
The Group is organised into three main operating segments, arranged over three separate companies with each having its own
specialised banking service, as disclosed below:
1) Retail banking (associate) - incorporating household cash management, personal lending and banking and insurance
services.
2) UK Private banking - incorporating private banking, commercial banking and wealth management.
3) Group Centre - ABG Group Centre management
Transactions between the operating segments are on normal commercial terms. Centrally incurred expenses are charged to
operating segments on an appropriate pro-rata basis. Segment assets and liabilities comprise operating assets and
liabilities, being the majority of the balance sheet.
Discontinued operations Continuing operations
(Retail Banking)
ELL STB Total Retail Bank Associate Income UK Private banking Group Centre Total Group Total
Year ended 31 December 2016 £000 £000 £000 £000 £000 £000 £000 £000
Interest revenue 11,137 57,498 68,635 - 38,245 285 38,530
Inter-segment revenue - - - - (174) (285) (459)
Interest revenue from external customers 11,137 57,498 68,635 - 38,071 - 38,071
Fee and commission income 147 7,981 8,128 - 11,430 - 11,430
Revenue from external customers 11,284 65,479 76,763 - 49,501 - 49,501
Interest expense - (12,107) (12,107) - (7,474) 200 (7,274)
Add back inter-segment revenue - - - - 174 (174) -
Subordinated loan note interest - - - - - (352) (352)
Fee and commission expense (124) (779) (903) - (425) - (425)
Segment operating income 11,160 52,593 63,753 - 41,776 (326) 41,450
Impairment losses (2,610) (12,172) (14,782) - (474) - (474)
Other income - - - - 4,353 (1,184) 3,169
Income from associates - - 2,145 2,145
Operating expenses (6,016) (29,073) (35,089) - (36,602) (9,509) (46,111)
Segment profit / (loss) before tax 2,534 11,348 13,882 2,145 9,053 (11,019) 179 14,061
Income tax (expense) / income (507) (2,199) (2,706) - (211) (509) (720) (3,426)
Segment profit / (loss) after tax 2,027 9,149 11,176 2,145 8,842 (11,528) (541) 10,635
Profit on sale of discontinued operations 116,754 100,180 216,934 - - - -
Segment profit / (loss) after tax 118,781 109,329 228,110 2,145 8,842 (11,528) (541) 227,569
Loans and advances to customers 758,799 - 758,799
Other assets 440,363 66,122 506,485
Segment total assets 1,199,162 66,122 1,265,284 1,265,284
Customer deposits 997,649 - 997,649
Other liabilities 120,815 (87,538) 33,277
Segment total liabilities 1,118,464 (87,538) 1,030,926 1,030,926
Other segment items:
Capital expenditure (5,504) (5) (5,509)
Depreciation and amortisation (1,641) (26) (1,667)
The "Group Centre" segment above includes the parent entity and all intercompany eliminations.
Discontinued operations Continuing operations
(Retail Banking)
ELL STB Total UK Private banking Group Centre Total Group Total
Year ended 31 December 2015 £000 £000 £000 £000 £000 £000 £000
Interest revenue 39,230 100,442 139,672 32,974 126 33,100
Inter-segment revenue - (211) (211) (181) (118) (299)
Interest revenue from external customers 39,230 100,231 139,461 32,793 8 32,801
Fee and commission income 1,523 16,867 18,390 9,999 - 9,999
Revenue from external customers 40,753 117,098 157,851 42,792 8 42,800
Interest expense - (21,560) (21,560) (7,691) 25 (7,666)
Add back inter-segment revenue - 211 211 181 (181) -
Subordinated loan note interest - - - - (324) (324)
Fee and commission expense (358) (3,660) (4,018) (206) - (206)
Segment operating income 40,395 92,089 132,484 35,076 (472) 34,604
Impairment losses (7,537) (16,782) (24,319) (1,250) (34) (1,284)
Other income - - - 1,894 (1,894) -
Operating expenses (21,195) (50,133) (71,328) (29,722) (6,204) (35,926)
Segment profit / (loss) before tax 11,663 25,174 36,837 5,998 (8,604) (2,606) 34,231
Income tax (expense) / income (2,271) (5,557) (7,828) 109 12 121 (7,707)
Segment profit / (loss) after tax 9,392 19,617 29,009 6,107 (8,592) (2,485) 26,524
Loans and advances to customers - 960,610 960,610 618,902 - 618,902
Other assets 118,456 168,655 287,111 385,547 (20,611) 364,936
Segment total assets 118,456 1,129,265 1,247,721 1,004,449 (20,611) 983,838 2,231,559
Customer deposits - 1,033,073 1,033,073 896,766 - 896,766
Other liabilities 8,700 64,827 73,527 55,330 (18,541) 36,789
Segment total liabilities 8,700 1,097,900 1,106,600 952,096 (18,541) 933,555 2,040,155
Other segment items:
Capital expenditure - (3,639) (3,639) (3,186) (102) (3,288)
Depreciation and amortisation - (2,865) (2,865) (1,320) (29) (1,349)
Segment profit is shown prior to any intra-group eliminations.
The UK private bank has a branch in Dubai, which generated £3.1m (2015: £1.9m) fee income and had operating costs of £2.2m
(2015: £1.8m). All Dubai branch income is booked in the UK. Other than the Dubai branch, all operations of the Group are
conducted wholly within the United Kingdom and geographical information is therefore not presented.
43. Country by Country Reporting
Article 89 of the EU Directive 2013/36/EU otherwise known as the Capital Requirements Directive IV ('CRD IV') was
implemented into UK domestic legislation through statutory instrument 2013 No. 3118, the Capital Requirements
(Country-by-Country Reporting) Regulations 2013 (the Regulations), which were laid before the UK Parliament on 10 December
2013 and which came into force on 1 January 2014.
Article 89 requires credit institutions and investment firms in the EU to disclose annually, specifying, by Member State
and by third country in which it has an establishment, the following information on a consolidated basis for the financial
year: name, nature of activities, geographical location, turnover, number of employees, profit or loss before tax, tax on
profit or loss and public subsidies received.
31 December 2016 Turnover Number FTE Profit/(loss) Tax paid
Name Nature of activity Location (£m) employees before tax (£m) (£m)
Arbuthnot Banking Group PLC Banking Services UK 105.2 272 247.1 6.1
Arbuthnot Banking Group PLC Banking Services Dubai - 15 (2.2) -
31 December 2015 Turnover Number FTE Profit/(loss) Tax paid
Name Nature of activity Location (£m) employees before tax (£m) (£m)
Arbuthnot Banking Group PLC Banking Services UK 167.1 924 36.0 7.4
Arbuthnot Banking Group PLC Banking Services Dubai - 13 (1.8) -
The Dubai branch income is booked through the UK, hence the turnover is nil in the above analysis. Offsetting this income
against Dubai branch costs would result in a £870k profit (2015: £33k). No public subsidies were received during 2016 or 2015.
44. Ultimate controlling party
The Company regards Sir Henry Angest, the Group Chairman and Chief Executive Officer, who has a beneficial interest in
53.7% of the issued share capital of the Company, as the ultimate controlling party. Details of his remuneration are given
in the Remuneration Report and Note 40 of the consolidated financial statements includes related party transactions with
Sir Henry Angest.
45. Events after the balance sheet date
There were no material post balance sheet events to report.
Five Year Summary
2012 2013 2014 2015 2016
£000 £000 £000 £000 £000
Profit for the year after tax 11,118 11,515 17,016 26,524 227,569
Profit before tax from continuing operations* (4,654) (1,480) (3,824) (2,606) 179
Total Earnings per share
Basic (p) 54.6 53.8 58.6 86.3 1,127.2
Earnings per share from continuing operations*
Basic (p) (28.4) (5.7) (24.8) (16.9) (3.7)
Dividends per share (p) - ordinary 25.0 26.0 27.0 29.0 31.0
- special - 18.0 - - 325.0
Other KPI:
2012 2013 2014 2015 2016
£000 £000 £000 £000 £000
Net asset value per share (p) 449.3 570.5 1,136.0 1,252.7 1,533.8
* - Prior year numbers have been restated for continuing operations.
This information is provided by RNS
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