REG - Savills PLC - Half Yearly Report <Origin Href="QuoteRef">SVS.L</Origin> - Part 2
29/10/2014 10:55
- Part 2: For the preceding part double click ID:nRSG4726Oa
2.9
Disposal of available-for-sale investments (net of tax) - - - (0.3) - (0.3) - (0.3)
Dividends - - - - (20.6) (20.6) (0.4) (21.0)
Transactions with non-controlling interests - - - - (1.3) (1.3) 0.2 (1.1)
Balance at 31 December 2013 3.4 90.1 - 17.1 159.4 270.0 0.8 270.8
Notes 1 to 18 are an integral part of these condensed interim financial
statements.
Savills plc
Condensed interim consolidated statement of cash flows
for the period ended 30 June 2014
Six months to 30 June 2014 (unaudited) Six months to 30 June 2013 (unaudited) Year ended 31 December 2013 (audited)
Notes £m £m £m
Cash flows from operating activities
Cash (used in)/generated from operations 11 (43.1) (43.9) 86.0
Interest received 0.7 0.7 1.0
Interest paid (0.3) (0.9) (0.6)
Income tax paid (8.5) (8.7) (15.6)
Net cash (used in)/generated from operating activities (51.2) (52.8) 70.8
Cash flows from investing activities
Proceeds from sale of property, plant and equipment - - 0.1
Proceeds from sale of available-for-sale investments 2.8 - 1.7
Deferred consideration received in relation to prior year disposals 1.4 0.1 0.4
Dividends received from joint ventures and associates 2.0 2.1 5.3
Repayment of loans by joint ventures and associates 0.2 0.1 0.3
Loans to joint ventures and associates - (0.2) (0.4)
Acquisition of subsidiaries, net of cash acquired 13 (19.8) - 1.0
Deferred consideration paid in relation to prior year acquisitions - (0.4) (0.4)
Purchase of property, plant and equipment (4.1) (14.3) (23.3)
Purchase of intangible assets (0.6) (1.1) (2.5)
Purchase of investment in joint ventures, associates and available-for-sale investments (0.6) (0.5) (0.7)
Net cash used in investing activities (18.7) (14.2) (18.5)
Cash flows from financing activities
Proceeds from issue of share capital - 1.1 2.9
Proceeds from borrowings 15 99.0 84.0 63.5
Share-based payment settlement (3.7) (7.0) (7.3)
Purchase of own shares for Employee Benefit Trust (10.2) (2.2) (2.2)
Purchase of non-controlling interests 12 (1.4) (1.1) (1.1)
Repayments of borrowings 15 (24.7) (21.0) (54.8)
Dividends paid 9 (20.0) (16.1) (21.0)
Net cash received from/(used in) financing activities 39.0 37.7 (20.0)
Net (decrease)/increase in cash, cash equivalents and bank overdrafts (30.9) (29.3) 32.3
Cash, cash equivalents and bank overdrafts at beginning of period 122.2 92.7 92.7
Effect of exchange rate fluctuations on cash held (4.7) 4.0 (2.8)
Cash, cash equivalents and bank overdrafts at end of period 86.6 67.4 122.2
Notes 1 to 18 are an integral part of these condensed interim financial
statements.
NOTES
1. General information
The Company is a public limited company incorporated and domiciled in England
and Wales. The address of its registered office is 33 Margaret Street, London
W1G 0JD.
This condensed consolidated interim financial information was approved for
issue by the Board of Directors on 6 August 2014.
This condensed consolidated interim financial information does not comprise
statutory financial statements within the meaning of section 434 of the
Companies Act 2006. Statutory financial statements for the year ended 31
December 2013 were approved by the Board of Directors on 19 March 2014 and
delivered to the Registrar of Companies. The auditors' report on these
accounts was unqualified, did not contain an emphasis of matter paragraph and
did not contain a statement under section 498 of the Companies Act 2006.
This condensed consolidated interim financial information has been reviewed,
not audited.
2. Basis of preparation
This condensed consolidated interim financial information for the half-year
ended 30 June 2014 has been prepared in accordance with the Disclosure and
Transparency Rules of the Financial Conduct Authority and with IAS 34,
'Interim financial reporting' as adopted by the European Union. The condensed
consolidated interim financial information should be read in conjunction with
the annual financial statements for the year ended 31 December 2013, which
have been prepared in accordance with IFRSs as adopted by the European Union.
Going concern
The Group's forecasts and projections, taking account of reasonably possible
changes in trading performance, show that the Group should be able to operate
within the level of its agreed facilities. The Directors have a reasonable
expectation that the Group has adequate resources to continue in operational
existence for the foreseeable future. The Group therefore continues to adopt
the going concern basis in preparing its condensed interim financial
statements.
3. Accounting policies
Except as described below, the accounting policies applied are consistent with
those of the annual financial statements for the year ended 31 December 2013,
as described in those financial statements.
Taxes on income in the interim periods are accrued using the tax rate that
would be applicable to expected total annual profit or loss.
The following standards and amendments to published standards are mandatory
for the first time for the financial year beginning 1 January 2014:
- IFRS 10, 'Consolidated financial statements', including amendments,
mandatorily effective for accounting periods beginning on or after 1 January
2014. Under IFRS 10, subsidiaries are all entities (including structured
entities) over which the group has control. The group controls an entity when
the group has power over an entity, is exposed to, or has rights to, variable
returns from its involvement with the entity and has the ability to affect
these returns through its power over the entity. Subsidiaries are fully
consolidated from the date on which control is transferred to the group. They
are deconsolidated from the date that control ceases. Application of IFRS 10
has had no financial effect on the Group's consolidated results.
- IFRS 11, 'Joint arrangements', including amendments, mandatorily
effective for accounting periods beginning on or after 1 January 2014. Under
IFRS 11 investments in joint arrangements are classified either as joint
operations or joint ventures, depending on the contractual rights and
obligations each investor has rather than the legal structure of the joint
arrangement. Joint arrangements must be accounted for using the equity method.
Application of IFRS 11 has had no financial effect on the Group's consolidated
results.
- IFRS 12, 'Disclosures of interests in other entities', including
amendments, mandatorily effective for accounting periods beginning on or after
1 January 2014. The standard sets out the disclosure requirements for all
forms of interests in other entities, including joint arrangements,
associates, special purpose vehicles and other off balance sheet vehicles. The
adoption of this standard does not impact the Group's profit or net assets.
- IAS 27 (amendment), 'Separate financial statements', includes the
provisions on separate financial statements that are left after the control
provisions of IAS 27 have been included in the new IFRS 10. The amendment is
mandatorily effective for accounting periods on or after 1 January 2014. The
adoption of this amendment does not impact the Group's profit or net assets.
- IAS 32 (amendment), 'Financial instruments: Presentation', regarding
asset and liability offsetting, effective for accounting periods beginning on
or after 1 January 2014. These amendments clarify some of the requirements for
offsetting financial assets and financial liabilities on the balance sheet.
The adoption of this amendment does not impact the Group's profit or net
assets.
- IAS 36 (amendment), 'Impairment of assets', regarding recoverable amount
disclosures, effective for accounting periods beginning on or after 1 January
2014. This amendment addresses the disclosure of information about the
recoverable amount of impaired assets if that amount is based on fair value
less costs of disposal. The adoption of this amendment does not impact the
Group's profit or net assets.
Other standards, amendments and interpretations effective for the first time
for the financial year beginning 1 January 2014 and not discussed above are
not relevant to the Group.
Use of non-GAAP measures
The Group believes that the consistent presentation of underlying profit
before tax, underlying effective tax rate, underlying basic earnings per share
and underlying diluted earnings per share provides additional useful
information to shareholders on the underlying trends and comparable
performance of the Group over time. They are used by Savills for internal
performance analysis and incentive compensation arrangements for employees.
These terms are not defined terms under IFRS and may therefore not be
comparable with similarly titled profit measures reported by other companies.
They are not intended to be a substitute for, or superior to, GAAP measures.
The term 'underlying' refers to the relevant measure of profit, earnings or
taxation being reported excluding the following items:
- amortisation of acquired intangible assets (excluding software);
- the difference between IFRS 2 charges related to in year profit related
performance compensation
subject to deferral and the opportunity cash cost of such compensation (refer
to Note 7 for further
explanation);
- items that are considered non-operational in nature including
restructuring costs, impairments of
goodwill, intangible assets and investments and profits or losses arising on
disposals of
subsidiaries and other investments; and
- significant acquisition costs related to business combinations.
A reconciliation between GAAP items and underlying results are set out in Note
7.
The underlying effective tax rate represents the underlying effective income
tax expense expressed as a percentage of underlying profit before tax. The
underlying effective income tax expense is the income tax expense excluding
the tax effect of the adjustments made to arrive at underlying profit before
tax and other tax effects related to these adjustments.
4. Estimates
The preparation of interim financial statements requires management to make
judgements, estimates and assumptions that affect the application of
accounting policies and the reported amounts of assets and liabilities, income
and expense. Actual results may differ from these estimates.
In preparing these condensed interim financial statements, the significant
judgements made by management in applying the Group's accounting policies and
the key sources of estimation uncertainty were the same as those that applied
to the consolidated financial statements for the year ended 31 December 2013,
with the exception of changes in estimates that are required in determining
the provision for income taxes.
5. Financial risk management
Financial risk factors
The Group's activities expose it to a variety of financial risks including
foreign exchange risk, interest rate risk, credit risk and liquidity risk. The
condensed interim financial statements do not include all financial risk
management information and disclosures as required in the annual financial
statements; they should be read in conjunction with the Group's annual
financial statements as at 31 December 2013. There have been no changes in any
risk management policies since the year end.
Fair value estimation
The table below analyses financial instruments carried at fair value, by
valuation method. The different levels have been defined as follows:
- Quoted prices (unadjusted) in active markets for identical assets and
liabilities (Level 1).
- Inputs other than quoted prices included within Level 1 that are
observable for the asset of liability,
either directly (that is, as prices) or indirectly (that is, derived from
prices) (Level 2).
- Inputs for the asset or liability that are not based on observable market
data (that is, unobservable
inputs) (Level 3).
The following table presents the Group's assets, liabilities and equity items
that are measured at fair value at 30 June 2014:
£m Level 1 Level 2 Level 3 Total
2014
Assets
Available-for-sale investments
- Unlisted - 13.1 - 13.1
Total assets - 13.1 - 13.1
Equity
Shares to be issued - 34.9 - 34.9
Total equity - 34.9 - 34.9
The following table presents the Group's assets, liabilities and equity items
that are measured at fair value at 31 December 2013:
£m Level 1 Level 2 Level 3 Total
2013
Assets
Available-for-sale investments
- Unlisted - 14.8 - 14.8
Derivative financial instruments - 0.1 - 0.1
Total assets - 14.9 - 14.9
There were no transfers between levels of the fair value hierarchy in the
period.
There were no changes in valuation techniques during the period.
The fair value of all other financial assets and liabilities approximate their
carrying amount.
Valuation techniques used to derive Level 2 fair values
The fair value of investment funds is based on underlying asset values
determined by the Fund Manager's audited annual financial statements. The fair
value of other unlisted investments is based on price earnings models.
The fair value of derivative financial instruments is based on the market
value of similar instruments with similar maturities.
Shares to be issued were fair valued using the Actuarial Binomial model of
actuaries Lane Clark & Peacock LLP. Refer to Note 13 for further information
on the shares to be issued.
6. Segment analysis
Six months to 30 June 2014 Trans-action Advisory Consult-ancy Property and Facilities Manage-ment Invest-ment Manage-ment Other Total
(unaudited) £m £m £m £m £m £m
Revenue
United Kingdom
- commercial 30.3 54.2 36.5 12.7 - 133.7
- residential 59.6 17.6 11.4 - - 88.6
Total United Kingdom 89.9 71.8 47.9 12.7 - 222.3
Continental Europe 20.5 7.3 11.5 - - 39.3
Asia Pacific
- commercial 35.7 14.4 99.1 - - 149.2
- residential 8.9 - - - - 8.9
Total Asia Pacific 44.6 14.4 99.1 - - 158.1
United States 11.1 - - - - 11.1
Total revenue 166.1 93.5 158.5 12.7 - 430.8
Underlying profit/(loss) before tax
United Kingdom
- commercial 2.5 4.3 2.8 1.6 (3.8) 7.4
- residential 8.4 2.0 0.8 - - 11.2
Total United Kingdom 10.9 6.3 3.6 1.6 (3.8) 18.6
Continental Europe 1.1 0.7 (1.7) - - 0.1
Asia Pacific
- commercial 3.5 1.4 5.7 - - 10.6
- residential 1.5 - - - - 1.5
Total Asia Pacific 5.0 1.4 5.7 - - 12.1
United States (0.7) - - - - (0.7)
Underlying profit/(loss) before tax 16.3 8.4 7.6 1.6 (3.8) 30.1
Six months to 30 June 2013 Trans-action Advisory Consult-ancy Property and Facilities Manage-ment Invest-ment Manage-ment Other Total
(unaudited) £m £m £m £m £m £m
Revenue
United Kingdom
- commercial 23.3 48.7 33.4 11.3 - 116.7
- residential 52.5 14.0 10.3 - - 76.8
Total United Kingdom 75.8 62.7 43.7 11.3 - 193.5
Continental Europe 14.8 5.5 13.0 - - 33.3
Asia Pacific
- commercial 44.0 13.9 100.4 - - 158.3
- residential 10.8 - - - - 10.8
Total Asia Pacific 54.8 13.9 100.4 - - 169.1
United States 3.1 - - - - 3.1
Total revenue 148.5 82.1 157.1 11.3 - 399.0
Underlying profit/(loss) before tax
United Kingdom
- commercial 1.2 3.8 2.5 0.9 (3.6) 4.8
- residential 7.5 1.4 0.7 - - 9.6
Total United Kingdom 8.7 5.2 3.2 0.9 (3.6) 14.4
Continental Europe (1.7) (0.3) (0.6) - - (2.6)
Asia Pacific
- commercial 6.0 1.4 5.2 - - 12.6
- residential 2.4 - - - - 2.4
Total Asia Pacific 8.4 1.4 5.2 - - 15.0
United States (0.8) - - - - (0.8)
Underlying profit/(loss) before tax 14.6 6.3 7.8 0.9 (3.6) 26.0
Year ended to 31 December 2013 Trans-action Advisory Consult-ancy Property and Facilities Manage-ment Invest-ment Manage-ment Other Total
(audited) £m £m £m £m £m £m
Revenue
United Kingdom
- commercial 73.4 115.6 73.2 26.0 - 288.2
- residential 118.0 33.1 23.0 - - 174.1
Total United Kingdom 191.4 148.7 96.2 26.0 - 462.3
Continental Europe 38.0 15.6 27.7 - - 81.3
Asia Pacific
- commercial 99.3 27.3 205.1 - - 331.7
- residential 22.7 - - - - 22.7
Total Asia Pacific 122.0 27.3 205.1 - - 354.4
United States 6.8 - - - - 6.8
Total revenue 358.2 191.6 329.0 26.0 - 904.8
Underlying profit/(loss) before tax
United Kingdom
- commercial 10.3 9.4 6.5 2.9 (10.1) 19.0
- residential 19.0 4.9 2.3 - - 26.2
Total United Kingdom 29.3 14.3 8.8 2.9 (10.1) 45.2
Continental Europe (3.0) 1.4 (2.3) - - (3.9)
Asia Pacific
- commercial 16.6 1.9 11.1 - - 29.6
- residential 5.9 - - - - 5.9
Total Asia Pacific 22.5 1.9 11.1 - - 35.5
United States (1.6) - - - - (1.6)
Underlying profit/(loss) before tax 47.2 17.6 17.6 2.9 (10.1) 75.2
Operating segments reflect internal management reporting to the Group's chief
operating decision maker, defined as the Group Executive Board ('GEB'). The
GEB assess the performance of operating segments based on a measure of
underlying profit before tax which adjusts reported pre-tax profit by
amortisation of intangibles (excluding software), share-based payment
adjustments, exceptional items that are considered non-operational in nature
and significant acquisition costs related to business combinations. Segmental
assets and liabilities are not measured or reported to the GEB.
The Other segment includes costs and other expenses at holding company and
subsidiary levels, which are not directly attributable to the operating
activities of the Group's business segments.
A reconciliation of underlying profit before tax to reported profit before tax
is provided in Note 7.
7. Underlying profit before tax
The Directors seek to present a measure of underlying performance which is not
impacted by exceptional items or items considered non-operational in nature.
This measure of profit is described as 'underlying' and is used by management
to measure and monitor performance.
Six months to 30 June 2014 (unaudited) Six months to 30 June 2013 (unaudited) Year ended 31 December 2013 (audited)
£m £m £m
Reported profit before tax 24.7 21.4 70.1
Adjustments:
- Amortisation of intangible assets (excluding software) 1.1 1.1 2.1
- Share-based payment adjustment (0.4) - (2.5)
- (Profit)/loss on disposal of available-for-sale investment (2.2) - 0.3
- Restructuring costs 0.5 3.5 5.2
- Acquisition/integration costs 6.4 - -
Underlying profit before tax 30.1 26.0 75.2
The adjustment for share-based payment relates to the impact of the accounting
standard for share-based compensation. The annual bonus is paid in a mixture
of cash and deferred shares and the proportions can vary from one year to
another. Under IFRS the deferred share element is amortised to the income
statement over the vesting period whilst the cash element is expensed in the
year. The adjustment above addresses this by deducting from profit the
difference between the IFRS 2 charge and the effective value of the annual
share award in order better to match the underlying staff costs in the year
with the revenue recognised in the same period.
Profit on disposal of available-for-sale investment of £2.2m relates to the
disposal of the Group's 3.03% holding in Pinnacle Regeneration Group Limited
in January 2014 (£1.7m) and the final receipt in relation to the disposal of
the Group's 4.3% shareholding in IPD Group Ltd in 2012 (£0.5m).
Acquisition/integration costs relate to the acquisition of Studley, Inc. and
related companies in May 2014. This reflects primarily transaction costs of
£5.0m and £1.4m of amortised loan notes and contingent bonus payments, which
are expensed through the income statement to reflect the requirement for the
recipients to remain actively engaged in the business at the payment date.
Refer to Note 13 for further details.
8. Income tax expense
The income tax expense has been calculated on the basis of the underlying rate
in each jurisdiction adjusted for any disallowable charges.
Six months to 30 June 2014 (unaudited) Six months to 30 June 2013 (unaudited) Year ended 31 December 2013 (audited)
£m £m £m
United Kingdom
- Current tax 5.3 5.3 12.7
- Deferred tax (1.2) (1.6) (1.5)
Foreign tax
- Current tax 8.3 3.0 8.0
- Deferred tax (6.3) (0.9) (0.5)
Income tax expense 6.1 5.8 18.7
The Group effective tax rate is 24.7% (30 June 2013: 27.1% and 31 December
2013: 26.7%), which is higher (30 June 2013: higher and 31 December 2013:
higher) than the UK standard effective annual rate of corporation tax of 21.5%
(30 June 2013 and 31 December 2013: 23.25%). This reflects permanent
disallowable expenses, including the Studley acquisition costs, which have
been partly offset by recognising the tax credit on previously unprovided
losses in respect of the USA. The Group underlying effective tax rate was
24.9% (30 June 2013: 26.2% and 31 December 2013: 25.9%).
9. Dividends
Six months to 30 June 2014 (unaudited) Six months to 30 June 2013 (unaudited) Year ended 31 December 2013 (audited)
£m £m £m
Amounts recognised as distribution to equity holders in the year:
Ordinary final dividend of 7.0p per share (2013: 6.7p) 9.0 8.5 8.5
Supplemental interim dividend of 8.5p per share (2013: 6.0p) 11.0 7.6 7.6
Interim dividend of 3.5p per share - - 4.5
20.0 16.1 20.6
Proposed interim dividend for the six months ended 30 June 2014 4.9
The Board has declared an interim dividend for the six months ended 30 June
2014 of 3.75p per ordinary share (30 June 2013: 3.5p) to be paid on 13 October
2014 to shareholders on the register on 12 September 2014. The interim
dividend has not been recognised in these interim financial statements. It
will be recognised in equity in the year to 31 December 2014.
10(a). Basic and diluted earnings per share
2014 2014 2014 2013 2013 2013
Earnings Shares EPS Earnings Shares EPS
Six months to 30 June £m million pence £m million pence
Basic earnings per share 18.4 130.1 14.1 15.5 126.9 12.2
Effect of additional shares issuable under option - 4.7 (0.5) - 5.9 (0.5)
Diluted earnings per share 18.4 134.8 13.6 15.5 132.8 11.7
2013 2013 2013
Earnings Shares EPS
Year to 31 December £m million pence
Basic earnings per share 50.8 127.7 39.8
Effect of additional shares issuable under option - 5.6 (1.7)
Diluted earnings per share 50.8 133.3 38.1
Included in both the basic and diluted weighted average number of shares
calculations for the six months to 30 June 2014 are the 5,843,360 ordinary
shares to be issued as part of the acquisition of Studley (refer to Note 13
for further details).
10(b). Underlying basic and diluted earnings per share
2014 2014 2014 2013 2013 2013
Earnings Shares EPS Earnings Shares EPS
Six months to 30 June £m million pence £m million pence
Basic earnings per share 18.4 130.1 14.1 15.5 126.9 12.2
- Amortisation of intangible assets (excluding software) after tax 0.8 - 0.6 0.9 - 0.7
- Share-based payment adjustment after tax (0.3) (0.2) - - -
- Restructuring costs after tax 0.5 - 0.4 2.7 - 2.1
- Profit on disposal of available-for-sale investments after tax (1.7) - (1.3) - - -
- Acquisition/integration costs after tax 6.4 - 4.9 - - -
- Net tax effect following acquisition (1.7) - (1.3) - - -
Underlying basic earnings per share 22.4 130.1 17.2 19.1 126.9 15.0
Effect of additional shares issuable under option - 4.7 (0.6) - 5.9 (0.6)
Underlying diluted earnings per share 22.4 134.8 16.6 19.1 132.8 14.4
2013 2013 2013
Earnings Shares EPS
Year to 31 December £m million pence
Basic earnings per share 50.8 127.7 39.8
- Amortisation of intangibles (excluding software) after tax 1.7 - 1.3
- Share-based payment adjustment after tax (1.8) - (1.4)
- Restructuring costs after tax 4.1 - 3.2
- Loss on disposal of available-for-sale investments after tax 0.3 - 0.2
Underlying basic earnings per share 55.1 127.7 43.1
Effect of additional shares issuable under option - 5.6 (1.7)
Underlying diluted earnings per share 55.1 133.3 41.4
11. Cash (used in)/generated from operations
Six months to 30 June 2014 (unaudited) Six months to 30 June 2013 (unaudited) Year ended 31 December 2013 (audited)
£m £m £m
Profit for the period 18.6 15.6 51.4
Adjustments for:
Income tax (Note 8) 6.1 5.8 18.7
Depreciation 4.0 3.4 7.6
Amortisation of intangible assets 2.1 2.0 3.9
Loss on sale of property, plant and equipment - - 0.4
(Profit)/loss on disposal of available-for-sale investments (2.2) - 0.3
Net finance (income)/cost (0.2) 0.5 0.6
Share of post-tax profit from joint ventures and associates (2.9) (3.2) (7.2)
Decrease in employee and retirement obligations (5.5) (3.9) (7.4)
Exchange movements on operating activities 1.4 0.7 0.4
(Decrease)/increase in provisions (1.7) 0.3 1.1
Charge for share-based compensation 5.3 5.4 10.4
Operating cash flows before movements in working capital 25.0 26.6 80.2
Increase in work in progress (1.3) (1.3) (0.3)
Decrease/(increase) in trade and other receivables 13.5 18.3 (23.7)
(Decrease)/increase in trade and other payables (80.3) (87.5) 29.8
Cash (used in)/generated from operations (43.1) (43.9) 86.0
12. Transactions with non-controlling interests
In June 2014, the Group acquired an additional 29.9% of the shares in Savills
Belux Group SA for consideration of £1.4m. This takes the Group's shareholding
to 99.9%. The carrying amount of Savills Belux Group SA's net liabilities on
the date of acquisition was £0.3m. The Group recognised an increase in
non-controlling interest of £0.1m. The amount charged to retained earnings in
respect of this transaction was £1.4m.
Under IAS 27 (revised), transactions with non-controlling interests must be
accounted for as equity transactions, therefore no goodwill has been
recognised. Acquisition costs related to these transactions were not
significant.
13. Acquisition of subsidiaries
Studley, Inc.
On 30 May 2014 the Group acquired 100% of the share capital, by way of a
Merger Agreement, of Studley, Inc. and related companies ('Studley'), a
leading independent commercial real estate services firm specialising in
tenant representation in the United States. The acquisition will provide the
Group with a strong platform in the United States from which it can continue
to grow its business in the region, as well as strengthening the Group's
global platform.
Total acquisition consideration was £116.2m, of which £40.5m was settled in
cash on completion. £34.9m relates to the fair value of 5,843,360 ordinary
shares of Savills plc to be issued in three equal annual tranches commencing
on the first anniversary of completion. The shares to be issued were valued
using the Actuarial Binomial model of actuaries Lane Clark & Peacock LLP. The
remainder of the acquisition consideration relates to the discounted value of
unconditional promissory notes payable on the first anniversary of
completion.
Certain selling stockholders will also receive payments of up to £36.6m in the
form of promissory notes payable on the third anniversary of completion only
if they remain actively engaged in the business at the payment date. Further
to this, contingent bonus consideration of up to £14.9m is payable to
Studley's staff in March 2018 subject to the achievement of certain earnings
growth targets measured over the three financial years to 31 December 2017. As
required by IFRS 3 (revised) these payments are expensed to the income
statement over the relevant periods of active engagement (30 June 2014:
£1.4m).
Acquisition-related costs of £5.0m were also expensed as incurred to the
income statement.
Goodwill of £88.1m and intangible assets of £4.1m relating to the order
back-log have been provisionally determined. Goodwill is attributed to the
experience, reputation and expertise of key brokers and is not expected to be
deductible for tax purposes.
The acquired business contributed revenue of £9.5m and operating profit of
£0.6m to the Group for the period from 1 June 2014 to 30 June 2014. Had the
acquisition been made at the beginning of the financial year, revenue would
have been £68.3m and operating profit would have been £5.4m.
Due to the timing of the acquisition, the fair values of the assets acquired
and liabilities assumed are provisional and will be finalised within 12 months
of the acquisition date. These are summarised below:
Provisional fair value to the Group
£m
Property, plant and equipment 5.5
Intangible assets 4.2
Investment in associates 2.0
Deferred income tax assets 10.6
Non-current receivables 4.5
Current assets: Trade and other receivables 21.9
Current income tax receivables 1.6
Assets classified as held for sale 5.6
Cash and cash equivalents 23.4
Total assets 79.3
Current liabilities: Trade and other payables (44.9)
Current income tax liabilities (0.2)
Deferred income tax liabilities (1.7)
Non-current trade and other payables (4.4)
Net assets acquired 28.1
Goodwill 88.1
Purchase consideration 116.2
Consideration satisfied by:
Net cash paid 40.5
Fair value of shares to be transferred 34.9
Discounted value of unconditional promissory notes owing at reporting date 40.8
116.2
The fair value of trade and other receivables is £26.4m and includes
commissions receivable with a fair value of £19.8m. The gross contractual
amount for commissions receivable is £20.9m, of which £0.6m is expected to be
uncollectible.
Other acquisitions
In May 2014, the Group also acquired an effective 51% economic interest in PT
Property Connection, a leading retail agency and consultancy business based in
Jakarta, Indonesia, and completed on the acquisition of certain trade and
assets of Merchant Capital KK, a Japanese asset management company focused on
real estate and real estate related assets. Cash consideration for these
transactions in the year amounted to £2.7m, with a further £0.3m expected to
be paid in September 2014. Goodwill of £1.9m and intangible assets of £1.1m
relating to customer contracts have been provisionally determined. Goodwill is
attributable to the experience and expertise of key staff and strong industry
reputation.
14. Retirement and employee benefit obligations
Defined benefit plan
The Pension Plan of Savills (the 'Plan') provided final salary pension
benefits to some employees, but was closed with regard to future service-based
benefit accrual with effect from 31 March 2010. From 1 April 2010, pension
benefits for former members of the Plan are provided through the Group's
defined contribution Personal Pension Plan.
Significant actuarial pension assumptions are detailed in the Group's Annual
Report and Accounts 2013 and are the same as at 31 December 2013 except for
the following:
Six months to 30 June 2014 Six months to 30 June 2013 Year ended 31 December 2013
Expected rate of salary increases 3.85% 4.50% 3.85%
Discount rate 4.20% 4.70% 4.50%
Inflation assumption (RPI) 3.30% 3.40% 3.50%
Rate of increase to pensions in payment
- accrued before 6 April 1997 3.00% 3.00% 3.00%
- accrued after 5 April 1997 3.30% 3.40% 3.50%
- accrued after 5 April 2005 2.40% 2.40% 2.40%
Rate of increase to pensions in deferment
- accrued before 6 April 2001 5.00% 5.00% 5.00%
- accrued after 5 April 2001 2.30% 2.50% 2.50%
- accrued after 5 April 2009 2.30% 2.50% 2.50%
The amounts recognised in the statement of financial position are as follows:
£m £m £m
Present value of funded obligations 200.2 178.5 189.0
Fair value of plan assets (188.8) (162.2) (176.3)
Liability recognised in the statement of financial position (included in retirement and employee benefit obligations) 11.4 16.3 12.7
The amount recognised within the income statement for the period ended 30 June
2014 is a net interest cost of £0.2m (30 June 2013: £0.6m, 31 December 2013:
£1.1m).
Included in retirement and employee benefit obligations is £14.5m relating to
holiday pay and long service leave (30 June 2013: £14.7m, 31 December 2013:
£14.2m).
15. Borrowings
Movements in borrowings are analysed as follows:
£m
Opening amount as at 1 January 2014 9.8
Additional borrowings 99.0
Repayments of borrowings (24.7)
Closing amount as at 30 June 2014 84.1
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