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REG - Phoenix Grp Hldgs - Phoenix Group Holdings - 2016 Annual Results <Origin Href="QuoteRef">PHNX.L</Origin> - Part 17

- Part 17: For the preceding part double click  ID:nRST8776Zp 

Glasgow10                                                                             Ordinary shares                                      100.00%       
 SPL (Holdings) Limited (investment holding company)                                                            Glasgow10                                                                             Ordinary shares                                      100.00%       
 Alcobendas Entrust Limited (investment company)                                                                Wythall1                                                                              Ordinary shares                                      100.00%       
 Scottish Mutual Pension Funds Investment Limited (trustee company)                                             Glasgow10                                                                             Ordinary shares                                      100.00%       
 Britannic Group Services Limited (dormant company)                                                             Wythall1                                                                              Ordinary shares                                      100.00%       
 Phoenix Pensions Trustee Services Limited (dormant company)                                                    Wythall1                                                                              Ordinary shares                                      100.00%       
 Pearl (Covent Garden) Limited (dormant company)                                                                Wythall1                                                                              Ordinary shares                                      100.00%       
 NPI Limited (dormant company)                                                                                  Wythall1                                                                              Ordinary shares                                      100.00%       
 NPI (Westgate) Limited (dormant company)                                                                       Wythall1                                                                              Ordinary shares                                      100.00%       
 NPI (Printworks) Limited (dormant company)                                                                     Wythall1                                                                              Ordinary shares                                      100.00%       
 Pearl (Barwell 2) Limited (dormant company)                                                                    Wythall1                                                                              Ordinary shares                                      100.00%       
 Pearl (Chiswick House) Limited (dormant company)                                                               Wythall1                                                                              Ordinary shares                                      100.00%       
 Pearl (Printworks) Limited (dormant company)                                                                   Wythall1                                                                              Ordinary shares                                      100.00%       
 Pearl (Stockley Park) Limited (dormant company)                                                                Wythall1                                                                              Ordinary shares                                      100.00%       
 London Life Trustees Limited (dormant company)                                                                 Wythall1                                                                              Ordinary shares                                      100.00%       
 Pearl Trustees Limited (dormant company)                                                                       Wythall1                                                                              Ordinary shares                                      100.00%       
 Pearl Group Secretariat Services Limited (dormant company)                                                     Wythall1                                                                              Ordinary shares                                      100.00%       
 Phoenix Life Pension Trust Limited (dormant company)                                                           Wythall1                                                                              Ordinary shares                                      100.00%       
 Century Trustee Services Limited (dormant company)                                                             Wythall1                                                                              Ordinary shares                                      100.00%       
 Pearl AL Limited (dormant company)                                                                             Glasgow10                                                                             Ordinary shares                                      100.00%       
 Phoenix Pensions Limited (dormant company)                                                                     Wythall1                                                                              Ordinary shares                                      100.00%       
 Bradford Insurance Company Limited (dormant company)                                                           Wythall1                                                                              Ordinary shares                                      100.00%       
 Clearfol Investment Limited (dormant company)                                                                  Wythall1                                                                              Ordinary shares                                      100.00%       
 Pearl PLP Limited (dormant company)                                                                            Wythall1                                                                              Ordinary shares                                      100.00%       
 SL Liverpool plc (dormant company)                                                                             Wythall1                                                                              Ordinary shares                                      100.00%       
 SPL (Holdings 1) Limited (non-trading company)                                                                 Glasgow10                                                                             Ordinary shares                                      100.00%       
 Zilmer Limited (dormant company)                                                                               Wythall1                                                                              Ordinary shares                                      100.00%       
 Alba Life Trustees Limited (non-trading company)                                                               Glasgow10                                                                             Ordinary shares                                      100.00%       
 Scottish Mutual Customer Care Limited (dormant company)                                                        Wythall1                                                                              Ordinary shares                                      100.00%       
 BA (FURBS) Limited (dormant company)                                                                           Wythall1                                                                              Ordinary shares                                      100.00%       
 PG Dormant No. 1 Limited (dormant company)                                                                     Wythall1                                                                              Ordinary shares                                      100.00%       
 Phoenix Annuities Limited (dormant company)                                                                    Wythall1                                                                              Ordinary shares                                      100.00%       
 Phoenix Pension Scheme (Trustees) Limited                                                                      Wythall1                                                                              Ordinary shares                                      100.00%       
 Evergreen Trustee Limited (dormant company)                                                                    Wythall1                                                                              Ordinary shares                                      100.00%       
 Corunna Limited (dormant company)                                                                              Glasgow12                                                                             Ordinary shares                                      100.00%       
 Pearl ULA Limited (dormant company)                                                                            Wythall1                                                                              Ordinary shares                                      100.00%       
 Scottish Mutual Nominees Limited (dormant company)                                                             Glasgow12                                                                             Ordinary shares                                      100.00%       
 National Provident Institution (dormant company)                                                               Wythall1                                                                              Unlimited without shares                             N/A           
 Phoenix & London Assurance Limited (dormant company)                                                           Wythall1                                                                              Ordinary shares                                      100.00%       
 Cityfourinc (dormant company)                                                                                  Wythall1                                                                              Ordinary shares                                      100.00%       
 Phoenix Life Insurance Services Limited (dormant company)                                                      Wythall1                                                                              Ordinary shares                                      100.00%       
 PG Dormant No 2 Holdings (holding company)                                                                     Republic of Ireland8                                                                  Ordinary shares                                      100.00%       
 London Life Limited (non-trading company)                                                                      Wythall1                                                                              Ordinary shares                                      100.00%       
 Pearl RLG Limited (dormant company)                                                                            Wythall1                                                                              Ordinary shares                                      100.00%       
 The London Life Association Limited (dormant company)                                                          Wythall1                                                                              Limited by guarantee                                 N/A           
 Pearl BULA Limited (dormant company)                                                                           Wythall1                                                                              Ordinary shares                                      100.00%       
 The Scottish Mutual Assurance Society (dormant company)                                                        Glasgow10                                                                             Limited by guarantee                                 N/A           
 The Phoenix Life SCP Institution (dormant company)                                                             Glasgow10                                                                             Limited by guarantee                                 N/A           
 Alba LAS Pensions Management Limited (dormant company)                                                         Glasgow10                                                                             Ordinary shares                                      100.00%       
 Pearl (Martineau Phase 2) Limited (dormant company)                                                            Wythall1                                                                              Ordinary shares                                      100.00%       
 Pearl MG Birmingham Limited (dormant company)                                                                  Wythall1                                                                              Ordinary shares                                      100.00%       
 The Pearl Martineau Galleries Limited Partnership (dormant company)                                            Wythall1                                                                              Limited Partnership                                  100.00%       
 Pearl (Martineau Phase 1) Limited (dormant company)                                                            Wythall1                                                                              Ordinary shares                                      100.00%       
 Pearl MP Birmingham Limited (dormant company)                                                                  Wythall1                                                                              Ordinary shares                                      100.00%       
 The Pearl Martineau Limited Partnership (dormant company)                                                      Wythall1                                                                              Limited Partnership                                  100.00%       
 Pearl (Moor House 1) Limited (dormant company)                                                                 Wythall1                                                                              Ordinary shares                                      100.00%       
 Pearl (Moor House 2) Limited (dormant company)                                                                 Wythall1                                                                              Ordinary shares                                      100.00%       
 Pearl (Moor House) Limited (dormant company)                                                                   Wythall1                                                                              Ordinary shares                                      100.00%       
 Phoenix ER1 Limited (finance company)                                                                          Wythall1                                                                              Ordinary shares                                      100.00%       
 Phoenix ER2 Limited (dormant company)                                                                          Wythall1                                                                              Ordinary shares                                      100.00%       
 CH Management Limited (investment company)                                                                     Bushey13                                                                              Ordinary shares                                      100.00%       
 Henderson Multi-Manager Investment Fund - Henderson Diversified Growth UK Fund                                                                              London14                                 OEIC, sub fund                                       79.85%        
 Henderson Institutional Credit Fund                                                                                                                         London14                                 Authorised unit trust                                99.96%        
 Henderson Global Funds - Henderson Institutional Overseas Bond Fund                                                                                         London14                                 OEIC, sub fund                                       98.40%        
 Henderson Institutional Mainstream UK Equity Trust                                                                                                          London14                                 Authorised unit trust                                100.00%       
 Henderson Strategic Investment Funds - Henderson Institutional European Index Opportunities Fund                                                            London14                                 OEIC, sub fund                                       77.93%        
 Henderson Strategic Investment Funds - Henderson Institutional Japan Index Opportunities Fund                                                               London14                                 OEIC, sub fund                                       66.21%        
 Henderson Strategic Investment Funds - Henderson Institutional North American Index Opportunities Fund                                                      London14                                 OEIC, sub fund                                       85.20%        
 Henderson Strategic Investment Funds - Henderson Institutional Asia Pacific Ex Japan Index Opportunities Fund                                               London14                                 OEIC, sub fund                                       72.32%        
 Henderson Institutional UK Equity Tracker Trust                                                                                                             London14                                 Authorised unit trust                                100.00%       
 Henderson Institutional Short Duration Bond Fund                                                                                                            London14                                 Authorised unit trust                                80.20%        
 PUTM Bothwell Floating Rate ABS Fund                                                                                                                        Wythall1                                 Authorised unit trust                                100.00%       
 PUTM Bothwell Global Credit Fund                                                                                                                            Wythall1                                 Authorised unit trust                                99.99%        
 PUTM Bothwell Fixed ABS Sterling Hedged Fund                                                                                                                Wythall1                                 Authorised unit trust                                100.00%       
 PUTM Bothwell Asia Pacific (Excluding Japan) Fund                                                                                                           Wythall1                                 Authorised unit trust                                99.27%        
 PUTM Bothwell Emerging Market Debt Unconstrained Fund                                                                                                       Wythall1                                 Authorised unit trust                                100.00%       
 PUTM Bothwell Emerging Markets Equity Fund                                                                                                                  Wythall1                                 Authorised unit trust                                99.88%        
 PUTM Bothwell European Credit Fund                                                                                                                          Wythall1                                 Authorised unit trust                                85.51%        
 PUTM Bothwell Europe Fund                                                                                                                                   Wythall1                                 Authorised unit trust                                98.23%        
 PUTM Bothwell Credit Financial Sterling Hedged Fund                                                                                                         Wythall1                                 Authorised unit trust                                100.00%       
 PUTM Bothwell Global Bond Fund                                                                                                                              Wythall1                                 Authorised unit trust                                99.73%        
 PUTM Bothwell Global Equity Fund                                                                                                                            Wythall1                                 Authorised unit trust                                97.46%        
 PUTM Bothwell Index-Linked Sterling Hedged Fund                                                                                                             Wythall1                                 Authorised unit trust                                100.00%       
 PUTM Bothwell Japan Tracker Fund                                                                                                                            Wythall1                                 Authorised unit trust                                99.45%        
 PUTM Bothwell Long Gilt Sterling Hedged Fund                                                                                                                Wythall1                                 Authorised unit trust                                100.00%       
 PUTM Bothwell North America Fund                                                                                                                            Wythall1                                 Authorised unit trust                                99.27%        
 PUTM Bothwell Credit Non Financial Sterling Hedged Fund                                                                                                     Wythall1                                 Authorised unit trust                                100.00%       
 PUTM Bothwell UK Equity Smaller Companies Fund                                                                                                              Wythall1                                 Authorised unit trust                                99.65%        
 PUTM Bothwell Sterling Government Bond Fund                                                                                                                 Wythall1                                 Authorised unit trust                                98.88%        
 PUTM Bothwell Euro Sovereign Fund                                                                                                                           Wythall1                                 Authorised unit trust                                100.00%       
 PUTM Bothwell Sterling Credit Fund                                                                                                                          Wythall1                                 Authorised unit trust                                97.66%        
 PUTM Bothwell Tactical Asset Allocation Fund                                                                                                                Wythall1                                 Authorised unit trust                                100.00%       
 PUTM Bothwell UK Equity 350 Fund                                                                                                                            Wythall1                                 Authorised unit trust                                99.52%        
 PUTM Bothwell UK Equity Income Fund                                                                                                                         Wythall1                                 Authorised unit trust                                100.00%       
 PUTM Bothwell Sub-Sovereign Bond Fund                                                                                                                       Wythall1                                 Authorised unit trust                                100.00%       
 PUTM UK All-Share Index Unit Trust                                                                                                                          Wythall1                                 Authorised unit trust                                99.97%        
 PUTM Cautious Unit Trust                                                                                                                                    Wythall1                                 Authorised unit trust                                99.04%        
 PUTM European Unit Trust                                                                                                                                    Wythall1                                 Authorised unit trust                                99.49%        
 PUTM Far Eastern Unit Trust                                                                                                                                 Wythall1                                 Authorised unit trust                                99.74%        
 PUTM International Growth Unit Trust                                                                                                                        Wythall1                                 Authorised unit trust                                99.47%        
 PUTM North American Unit Trust                                                                                                                              Wythall1                                 Authorised unit trust                                99.07%        
 PUTM Opportunity Unit Trust                                                                                                                                 Wythall1                                 Authorised unit trust                                100.00%       
 PUTM UK Stock Market Fund (Series 3)                                                                                                                        Wythall1                                 Authorised unit trust                                100.00%       
 PUTM UK Stock Market Fund                                                                                                                                   Wythall1                                 Authorised unit trust                                100.00%       
 PUTM UK Equity Unit Trust                                                                                                                                   Wythall1                                 Authorised unit trust                                99.85%        
 PUTM Growth Unit Trust                                                                                                                                      Wythall1                                 Authorised unit trust                                100.00%       
 Ignis Liquidity Fund plc - Sterling Short Duration Cash Fund                                                                                                Republic of Ireland8                     OEIC, sub fund                                       94.74%        
 Ignis Strategic Solutions Funds plc - Fundamental Strategies Fund                                                                                           Republic of Ireland8                     OEIC, sub fund                                       100.00%       
 Ignis Strategic Solutions Funds plc - Systematic Strategies Fund                                                                                            Republic of Ireland8                     OEIC, sub fund                                       100.00%       
 Ignis Private Equity Fund LP                                                                                                                                Cayman Islands15                         Limited Partnership                                  100.00%       
 Ignis Strategic Credit Fund LP                                                                                                                              Cayman Islands15                         Limited Partnership                                  100.00%       
 BlackRock LBG DC 'A' Fund                                                                                                                                   London16                                 Authorised unit trust                                96.30%        
 AB SICAV I - Global Factor Portfolio (SF1)                                                                                                                  Luxembourg17                             OEIC, sub fund                                       52.90%        
 AXA Fixed Interest Investment ICVC - Sterling Strategic Bond Fund                                                                                           London18                                 OEIC, sub fund                                       57.80%        
 Aberdeen Financial Equity Fund A Inc                                                                                                                        London19                                 OEIC, sub fund                                       85.61%        
 Aberdeen Capital Trust                                                                                                                                      London19                                 Authorised unit trust                                99.48%        
                                                                                                                                                                                                                                                                         
 Associates:                                                                                                                                                                                                                                                             
 UK Commercial Property Trust Limited (property investment company)                                             Guernsey20                                                                            Ordinary shares                                      47.87%        
 UK Commercial Property Estates Holdings Limited (property investment company)                                  Guernsey20                                                                            Ordinary shares                                      47.87%        
 UK Commercial Property Holdings Limited (property investment company)                                          Guernsey20                                                                            Ordinary shares                                      47.87%        
 UK Commercial Property Estates Limited (property investment company)                                           Guernsey20                                                                            Ordinary shares                                      47.87%        
 UK Commercial Property Nominee Limited (property investment company)                                           Guernsey20                                                                            Ordinary shares                                      47.87%        
 UK Commercial Property GP Limited                                                                              Guernsey20                                                                            Ordinary shares                                      47.87%        
 UKCPT Limited Partnership                                                                                      Guernsey20                                                                            Limited Partnership                                  47.87%        
 UK Commercial Property Finance Holdings Limited                                                                Guernsey20                                                                            Limited Partnership                                  47.87%        
 Brixton Radlett Property Limited                                                                               UK21                                                                                  Limited Partnership                                  47.87%        
 Castle Hill Asset Management LLC                                                                               USA9                                                                                  Ordinary shares                                      40.00%        
                                                                                                                                                                                                                                                                         
 Significant holdings:                                                                                                                                                                                                                                                   
 Henderson Global Funds - World Select Fund                                                                                                                  London14                                 OEIC, sub fund                                       29.66%        
 Henderson Global Care Funds - Henderson Institutional Global Care Managed Fund                                                                              London14                                 OEIC, sub fund                                       62.79%        
 Henderson Institutional High Alpha UK Equity Fund                                                                                                           London14                                 Authorised unit trust                                34.72%        
 Henderson UK & Europe Funds - Henderson Institutional UK Gilt Fund                                                                                          London14                                 OEIC, sub fund                                       69.89%        
 Henderson Institutional UK Index Opportunities Fund                                                                                                         London14                                 Authorised unit trust                                73.19%        
 Ignis Liquidity Fund plc - Sterling Liquidity Fund                                                                                                          Dublin8                                  OEIC, sub fund                                       45.59%        
 Standard Life UK Real Estate Income Feeder Fund                                                                                                             Edinburgh22                              OEIC, sub fund                                       37.57%        
 
 
1      Wythall Green Way, Wythall, Birmingham, B47 6WG 
 
2      Marsh Management Services (Dublin) Limited, DS-28 Adelaide Road, Dublin 2, Republic of Ireland 
 
3      The shares of this subsidiary undertaking are held by a trust. The Group has assessed that it exercises overall
control in respect of this subsidiary undertaking 
 
4      These subsidiary undertakings are directly owned by Phoenix Group Holdings 
 
5      The Argus Building, 12 Wesley Street, Hamilton, Bermuda 
 
6      Arthur Cox Building, Earlsfort Terrace, Dublin 2, Dublin, Republic of Ireland 
 
7      Juxon House, 100 St Paul's Churchyard, London, EC4M 8BU 
 
8      25-28 North Wall Quay, IFSC, Dublin 1, Republic of Ireland 
 
9      c/o Corporation Service Company, 2711 Centerville Road, Suite 400, Wilmington, USA 
 
10    301 St Vincent Street, Glasgow, Strathclyde, G2 5HN 
 
11    32 Commercial Street, St Helier, Jersey, JE2 3RU 
 
12    50 Bothwell Street, Glasgow, G2 6HR 
 
13    19 Middle Furlong, Bushey, England, WD23 3SZ 
 
14    201 Bishopsgate, London, EC2M 3AE 
 
15    Ugland House, Grand Cayman, Cayman Islands, KY1-1104 
 
16    12 Throgmorton Avenue, London, EC2N 2DL 
 
17    2-4, Rue Eugène Ruppert, Luxembourg, L-2453 
 
18    7 Newgate Street, London, EC1A 7NX 
 
19    1 Bread Street, London, EC4M 9HH 
 
20    Trafalgar Court, Les Banques, St Peter Port, Guernsey, GY1 3QL 
 
21    100 Barbirolli Square, Manchester, M2 3AB 
 
22    1 George Street, Edinburgh, EH2 2LL 
 
The following joint venture and subsidiary were fully disposed of during the period. The subsidiary was deconsolidated from
the date of disposal: 
 
-      Pearl Breakfast Unit Trust (Jersey Property Unit Trust) (Joint Venture) 
 
-      Castle Hill Enhanced Floating Rate Opportunities Limited 
 
The following subsidiaries were reclassified as significant holdings due to the loss of effective control by the Group
during the period: 
 
-      Henderson Institutional UK Enhanced Equity Trust 
 
-      Ignis Liquidity Fund plc - Sterling Liquidity Fund 
 
The deconsolidation of the Ignis Liquidity Fund plc - Sterling Liquidity Fund has had a significant impact on the following
line items in the statement of consolidated financial position: 
 
-      increase in the value of collective investment schemes; 
 
-      decrease in the value of net asset value attributable to unitholders; and 
 
-      decrease in value of fixed and variable rate income securities. 
 
The following UKCPT companies were reclassified as associates due to a loss of effective control (see note H3) in the
period: 
 
-      UK Commercial Property Trust Limited 
 
-      UK Commercial Property Estates Holdings Limited 
 
-      UK Commercial Property Holdings Limited 
 
-      UK Commercial Property Estates Limited 
 
-      UK Commercial Property Nominee Limited 
 
-      UK Commercial Property GP Limited 
 
-      UKCPT Limited Partnership 
 
-      UK Commercial Property Finance Holdings Limited 
 
-      Brixton Radlett Property Limited 
 
The Group no longer has significant holdings in the following undertakings: 
 
-      Ignis Liquidity Fund plc - Euro Liquidity Fund 
 
-      Henderson Global Funds - Institutional Emerging Markets Fund 
 
Details of subsidiaries acquired during the period are included in note H2. 
 
I. Other notes 
 
I1. ASSETS AND LIABILITIES held for sale 
 
The balances as at 31 December 2015 relate to the Part VII transfer of a portfolio of annuity liabilities to ReAssure
Limited and the agreement to sell the Group's interest in an investment property joint venture held by Pearl Breakfast Unit
Trust. 
 
                                                      2016  2015   
                                                      £m     £m    
 Assets classified as held for sale:                               
 Reinsurers' share of insurance contract liabilities  -     1,521  
 Investment in joint venture                          -     149    
                                                      -     1,670  
                                                                   
 Liabilities classified as held for sale:                          
 Liabilities under insurance contracts                -     1,587  
                                                      -     1,587  
 
 
I1.1 Annuity liabilities transfer 
 
On 31 July 2014, the Group entered into a reinsurance agreement, effective from 1 January 2014 to reinsure certain
portfolios of the Group's annuity liabilities to ReAssure Life Limited (formerly Guardian Assurance Limited) in exchange
for the transfer of financial assets of £1.7 billion. The annuity in-payment liabilities were held in the Group's
with-profit funds. On 30 December 2016, the reinsurance agreement was replaced by a formal scheme under Part VII of the
Financial Services and Market Act 2000 to transfer the annuity liabilities to ReAssure Limited, a fellow subsidiary of
ReAssure Life Limited. Assets and liabilities classified as held for sale in 2015 were extinguished at the time of
transfer. The carrying value of liabilities and assets transferred and the resulting gain are set out below: 
 
                                                      £m     
 Liabilities                                                 
 Liabilities under insurance contracts                1,652  
 Assets                                                      
 Reinsurers' share of insurance contract liabilities  1,582  
 Net liabilities transferred                          70     
 Consideration                                        (18)   
 Gain on transfer of business                         52     
 
 
As the portfolio of annuities was previously held in unsupported with-profit funds, the gain is offset by an equivalent
increase in policyholder liabilities and there is no net impact on the Group's result for the period. 
 
At 31 December 2015, under the terms of this reinsurance agreement, ReAssure Life Limited held assets in a collateral
account over which the Group had a fixed charge as disclosed in note F3.2. 
 
I1.2 Sale of Pearl Breakfast Unit Trust 
 
At 31 December 2015 the Group invested in an investment property joint venture which was held by the Pearl Breakfast Unit
Trust. In 2015 the Group committed to selling the Pearl Breakfast Unit Trust (and consequently its investment in the joint
venture) and on 25 February 2016 the units in the Pearl Breakfast Unit Trust were sold at their fair value to Tesco
Property Holdings (No.2) Limited and Tesco Property Holdings Limited. As part of the sale agreement Tesco plc also
purchased the Group's investment in Tesco Property Partner (GP) Limited. No gain or loss arose on this disposal. 
 
I2. Share-based payment 
 
Equity-settled share-based payments to employees and others providing services are measured at the fair value of the equity
instruments at the grant date. The fair value excludes the effect of non-market-based vesting conditions. Further details
regarding the determination of the fair value of equity-settled share-based transactions are set below. 
 
The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis
over the vesting period, based on the Group's estimate of equity instruments that will eventually vest. At each period end,
the Group revises its estimate of the number of equity instruments expected to vest as a result of the effect of
non-market-based vesting conditions. The impact of the revision of the original estimates, if any, is recognised in the
consolidated income statement such that the cumulative expense reflects the revised estimate with a corresponding
adjustment to equity. 
 
I2.1 Share-based payment expense 
 
The expense recognised for employee services receivable during the year is as follows: 
 
                                                                       2016  2015  
                                                                        £m    £m   
 Expense arising from equity-settled share-based payment transactions  7     4     
 
 
I2.2 Share-based payment schemes in issue 
 
Long-Term Incentive Plan ('LTIP') 
 
The Group implemented a long-term incentive plan to retain and motivate its senior management group. The awards under this
plan are in the form of nil-cost options to acquire an allocated number of ordinary shares. Assuming no good leavers or
other events which would trigger early vesting rights, the 2013, 2014 and 2015 LTIP awards are subject to performance
conditions tied to the Company's financial performance over a three-year period in respect of growth in MCEV (up to 31
December 2015), growth in Own Funds (from 1 January 2016), cumulative cash generation and total shareholder return ('TSR').
The 2016 LTIP award is subject to performance conditions tied to the Company's performance in respect of cumulative cash
generation and TSR. 
 
For all LTIP awards made from 2015 onwards, a holding period applies so that any LTIP awards for which the performance
vesting requirements are satisfied will not be released for a further two years from the third anniversary of the original
award date. Dividends will accrue on LTIP awards until the end of the holding period. There are no cash settlement
alternatives. 
 
2016 LTIP awards were granted on 30 March 2016 and 2 June 2016. The number of shares for all outstanding LTIP awards has
been increased to take into account the impact of the Group's rights issue (see note D1). This adjustment has been based on
the Theoretical Ex-Rights Price. The 2013 LTIP awards vested during the year. The 2014 award will vest on 26 March 2017,
the 2015 award will vest on 28 September 2018 and the 2016 awards will vest on 30 March 2019 and 2 June 2019. 
 
The fair value of these awards is estimated at the share price at the grant date, taking into account the terms and
conditions upon which the instruments were granted. The fair value is adjusted in respect of the TSR performance condition
which is deemed to be a 'market condition'. 
 
Sharesave scheme 
 
The sharesave scheme allows participating employees to save up to £250 each month over a period of either three or five
years. This amount was increased to £500 each month with respect to the sharesave schemes from 2014 onwards. 
 
Under the sharesave arrangement, participants remaining in the Group's employment at the end of the three or five year
saving period are entitled to use their savings to purchase shares at an exercise price at a discount to the share price on
the date of grant. Employees leaving the Group for certain reasons are able to use their savings to purchase shares if they
leave less than six months before the end of their three or five year periods. 
 
The fair value of the awards has been determined using a Black-Scholes valuation model. Key assumptions within this
valuation model include expected share price volatility and expected dividend yield. 
 
The 2011 and 2012 sharesave awards were increased during 2013, and the exercise prices updated, as a result of the equity
raising on 21 February 2013. All sharesave awards were increased in November 2016 following the Group's rights issue (see
note D1). The exercise price of these awards was also amended as a result of this issue. The 2016 sharesave awards were
granted on 25 April 2016. 
 
The following information was relevant in the determination of the fair value of the 2012 to 2016 sharesave awards in the
year: 
 
                                                                                                     2016                                                       2015                                                       2014                                                       2013                                                       2012                                                       
                                                                                                     sharesave                                                  sharesave                                                  sharesave                                                  sharesave                                                  sharesave                                                  
 Share price (p)                                                                                     889.0                                                      843.0                                                      674.0                                                      630.0                                                      524.5                                                      
 Exercise price (£) (revised)                                                                        6.39                                                       6.29                                                       5.13                                                       4.76                                                       3.96                                                       
 Expected life (years)                                                                               3.25 and                                                   3.25 and 5.25                                              3.25 and 5.25                                              3.25 and 5.25                                              3.25 and 5.25                                              
                                                                                                     5.25                                                                                                                                                                                                                                                                                                   
 Risk-free rate (%) - based on UK government gilts commensurate with the expected term of the award  0.6 (for 3.25 year scheme) and 1.0 (for 5.25 year scheme)  0.8 (for 3.25 year scheme) and 1.2 (for 5.25 year scheme)  1.3 (for 3.25 year scheme) and 1.9 (for 5.25 year scheme)  0.4 (for 3.25 year scheme) and 0.8 (for 5.25 year scheme)  0.6 (for 3.25 year scheme) and 1.1 (for 5.25 year scheme)  
                                                                                                                                                                                                                                                                                                                                                                                                            
 Expected volatility (%) based on the Company's share price volatility to date                       30.0                                                       30.0                                                       30.0                                                       30.0                                                       30.0                                                       
 Dividend yield (%)                                                                                  6.0                                                        6.3                                                        7.9                                                        8.5                                                        8.0                                                        
 
 
Deferred bonus share scheme ('DBSS') 
 
Each year, part of the annual incentive for certain executives is deferred into Phoenix Group Holdings' shares. This grant
of shares is conditional on the employee remaining in employment with the Group for a period of three years. For DBSS
awards made in 2015 and for those to be made in subsequent years, the three year deferral period will run to the dealing
day following the three year anniversary of the announcement of the annual results. Dividends will accrue for DBSS awards
over the three year deferral period. The 2016 DBSS was granted on 30 March 2016 and 2 June 2016 and is expected to vest on
24 March 2019. The number of shares for all outstanding DBSS awards has been increased to take into account the impact of
the Group's rights issue (see note D1). This adjustment has been based on the Theoretical Ex-Rights Price. The 2013 DBSS
awards vested during the year. The 2014 awards are expected to vest on 28 March 2017 and the 2015 awards are expected to
vest on 19 March 2018. 
 
The fair value of these awards is estimated at the share price at the grant date, taking into account the terms and
conditions upon which the options were granted. 
 
I2.3 Movements in the year 
 
The following tables illustrate the number of, and movements in, share options during the year: 
 
                                                                 Number of share options 2016  
                                           LTIP       Sharesave  DBSS                          
 Outstanding at the beginning of the year  2,694,173  832,680    529,084                       
 Granted during the year1                  1,438,958  388,143    279,239                       
 Forfeited during the year                 -          (8,533)    -                             
 Cancelled during the year                 -          (15,456)   -                             
 Exercised during the year                 (663,710)  (159,678)  (175,205)                     
 Outstanding at the end of the year        3,469,421  1,037,156  633,118                       
 
 
1      Includes 861,845 share options granted following the Group's rights issue 
 
                                                                 Number of share options 2015  
                                           LTIP       Sharesave  DBSS                          
 Outstanding at the beginning of the year  3,153,621  987,518    482,249                       
 Granted during the year                   867,817    253,757    171,441                       
 Forfeited during the year                 (248,865)  (43,738)   (28,732)                      
 Cancelled during the year                 -          (21,585)   -                             
 Exercised during the year                 (993,902)  (343,272)  (95,874)                      
 Waived during the year                    (84,498)   -          -                             
 Outstanding at the end of the year        2,694,173  832,680    529,084                       
 
 
The weighted average fair value of options granted during the year was £6.11 (2015: £6.93). 
 
The weighted average share price at the date of exercise for the rewards exercised is £7.69 (2015: £8.36). 
 
The weighted average remaining contractual life for the rewards outstanding as at 31 December 2016 is 1.3 years (2015: 1.6
years). 
 
I3. Cash flows from operating activities 
 
The following analysis gives further detail behind the 'cash utilised by operations' figure in the statement of
consolidated cash flows. 
 
                                                                                2016     2015     
                                                                                 £m       £m      
 (Loss)/profit for the period before tax                                        (70)     152      
 Non-cash movements in profit for the year before tax                                             
 Fair value (gains)/losses on:                                                                    
 Investment property                                                            (26)     (140)    
 Financial assets                                                               (4,548)  1,125    
 Change in fair value of borrowings                                             34       48       
 Amortisation and impairment of intangible assets                               90       163      
 Change in present value of future profits                                      11       6        
 Change in unallocated surplus                                                  (4)      (84)     
 Share-based payment charge                                                     7        4        
 Interest expense on borrowings                                                 122      136      
 Net interest (income) on Group defined benefit pension scheme asset/liability  (21)     (17)     
 Other cost of pension schemes                                                  5        3        
 (Increase)/decrease in investment assets                                       (650)    2,468    
 Decrease/(increase) in reinsurance assets                                      345      (1,134)  
 Increase/(decrease) in insurance contract and investment contract liabilities  2,489    (3,487)  
 Increase/(decrease) in deposits received from reinsurers                       14       (30)     
 Increase/(decrease) in obligation for repayment of collateral received         898      (229)    
 Net (increase)/decrease in working capital                                     (541)    440      
 Cash utilised by operations                                                    (1,845)  (576)    
 
 
I4. Capital management 
 
This note sets out the Group's approach to managing capital, provides a description of what the Group manages as capital
and explains the regulatory requirements and capital policies of the Group and its life companies. 
 
Risk and capital management objectives 
 
The risk management objectives and policies of the Group are based on the requirement to protect the Group's regulatory
capital position, thereby safeguarding policyholders' guaranteed benefits whilst also ensuring the Group can meet its
various cash flow requirements. Subject to this, the Group seeks to use available capital to achieve increased returns,
balancing risk and reward, to generate additional value for policyholders and shareholders. 
 
In pursuing these objectives, the Group deploys financial and other assets and incurs insurance contract liabilities and
financial and other liabilities. Financial and other assets principally comprise investments in equity securities, fixed
and variable rate income securities, collective investment schemes, property, derivatives, reinsurance, trade and other
receivables, and banking deposits. Financial liabilities principally comprise investment contracts, borrowings for
financing purposes, derivative liabilities and net asset value attributable to unit-holders. 
 
The risk management disclosures in the IFRS consolidated financial statements set out the major risks that the Group
businesses are exposed to and describe the Group's approach to managing these. The section on financial risk is included in
note E6, the section on insurance risk is included in note F4 and the sections on risk and capital management objectives
and other risks are included below. The Group's risk management framework is described in the Risk Management section on
pages 34 to 39 of the Annual Report and Accounts. 
 
Other risks 
 
Customer risk 
 
Customer risk is the risk of reductions in earnings and/or value, through inappropriate or poor customer treatment
(including poor advice). 
 
Operational risk 
 
Operational risk is the risk of reductions in earnings and/or value, through financial or reputational loss, from
inadequate or failed internal processes and systems, or from people-related or external events. 
 
Capital management framework 
 


- More to follow, for following part double click  ID:nRST8776Zr

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