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CBG Close Brothers Group Plc

455.00
-2.00 (-0.44%)
Last Updated: 11:25:40
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Close Brothers Group Plc LSE:CBG London Ordinary Share GB0007668071 ORD 25P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  -2.00 -0.44% 455.00 452.80 456.20 460.00 452.00 452.00 20,821 11:25:40
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Asset - Backed Securities 1.01B 81.1M - N/A 0

Close Brothers Group PLC Half-year Report (3300Z)

14/03/2017 7:00am

UK Regulatory


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RNS Number : 3300Z

Close Brothers Group PLC

14 March 2017

Half year results for the six months to 31 January 2017

Strong Performance in the First Half

-- The group reported a strong performance in the first half, with GBP134.2 million adjusted(1) operating profit, 21% higher than the prior year period, and an RoE(2) of 18.0%

-- Banking adjusted operating profit increased 13% to GBP122.7 million driven by strong lending income, with broadly stable margin, as well as provision releases in the period

-- All Banking segments reported adjusted operating profit growth, with Retail Finance up 3%, Commercial Finance up 9% and Property Finance up 29%

-- The loan book grew by 1.7% in the period and 9.6% year on year, as we continue to apply our disciplined approach to lending in a more competitive environment

-- Winterflood reported operating profit of GBP14.4 million, significantly higher than the prior year period, reflecting strong retail investor risk appetite

-- Asset Management has made good progress delivering GBP9.1 million adjusted operating profit, reflecting favourable market conditions

-- Continued dividend growth with a 5% increase to 20.0p while maintaining prudent dividend cover

Financial Highlights(2)

 
                                                       First half   First half   Change 
                                                             2017         2016        % 
---------------------------------------  ------------------------  -----------  ------- 
 Adjusted operating profit                              GBP134.2m    GBP111.2m       21 
 Operating profit before tax                            GBP131.4m    GBP108.7m       21 
 Adjusted basic earnings per share                          66.6p        61.1p        9 
 Basic earnings per share                                   65.1p        59.7p        9 
 Dividend per share                                         20.0p        19.0p        5 
 
 Return on opening equity                                   18.0%        17.9% 
 Net interest margin                                         8.2%         8.3% 
 Bad debt ratio                                              0.5%         0.6% 
 
                                                       31 January      31 July 
                                                             2017         2016 
 Loan book                                               GBP6.5bn     GBP6.4bn      1.7 
 Total client assets                                    GBP10.2bn     GBP9.9bn      3.2 
 Common equity tier 1 ratio                              12.6%(3)        13.5% 
 Total capital ratio                                        15.3%        13.8% 
---------------------------------------  ------------------------  -----------  ------- 
 
   1 Adjusted operating profit excludes GBP2.8 million (2016: GBP2.5 
   million) of amortisation of intangible assets on acquisition. 
   2 Please refer to definitions on page 16. 
   3 Includes one-off impact of increase in property risk weighted assets 
   as previously announced on 5 January 2017. 
 
 
 

Preben Prebensen, Chief Executive, said:

"We are pleased to report a strong performance for the first half of the 2017 financial year, with continued growth in our earnings and dividend.

All parts of our business performed well in the period. Our three banking segments, Retail Finance, Commercial Finance and Property Finance, all reported profit growth and strong returns, while both Winterflood and Asset Management benefited from favourable markets.

Trading conditions have clearly been favourable in the first half, but as always our priority remains to protect, sustain and invest in our business for the long term. Our service driven model, focused on specialist markets, has allowed us to support our clients, invest in our business and generate strong returns for shareholders over many years."

Enquiries

 
 Sophie Gillingham    Close Brothers Group plc     020 7655 3844 
 Eva Hatfield         Close Brothers Group plc     020 7655 3350 
  Liya Dashkina        Close Brothers Group plc     020 7655 3468 
 Andy Donald          Maitland                     020 7379 5151 
 

A presentation to analysts and investors will be held today at 9.30 am GMT at our offices at 10 Crown Place, London EC2A 4FT. A listen-only dial-in facility will be available by dialling +44 20 3059 8125. A recording of this call will be available for replay for two weeks by dialling +44 121 260 4861, access code 5237641#.

Basis of Presentation

Results are presented both on a statutory and an adjusted basis. The adjusted basis is to aid comparability between periods and excludes amortisation of intangible assets on acquisition and any goodwill impairment or exceptional items.

About Close Brothers

Close Brothers is a leading UK merchant banking group providing lending, deposit taking, wealth management services and securities trading. We employ over 3,000 people, principally in the UK. Close Brothers Group plc is listed on the London Stock Exchange and is a member of the FTSE 250.

BUSINESS OVERVIEW

Close Brothers has had a strong first half, with profit increasing in all business segments. Overall, adjusted operating profit grew 21% to GBP134.2 million and adjusted earnings per share, which now reflects the full year impact of the banking tax surcharge, increased 9% to 66.6p. We are pleased to declare an interim dividend of 20.0p per share, up 5% on last year, reflecting our ongoing commitment to progressive and sustainable dividend growth.

Strong Profitability Across Lending Businesses

The Banking division continued to perform strongly, with adjusted operating profit up 13% on the first half of last year. Conditions remain favourable, with a stable economic environment and low interest rates supporting low bad debts, but also attracting an increased supply of credit into some of our markets. In this environment, our focus remains on maintaining our margins and strict underwriting which support our business model through the cycle.

The loan book growth in the first half was somewhat slower than in recent years, up 1.7% since the year end, but the new business pipeline remains strong. We continue to focus on the discipline of our lending at this more competitive stage in the cycle. The net interest margin was broadly stable year on year at 8.2%, bad debts remain below historical levels and overall return on net loan book remains well ahead of its long-term average at 3.7%.

In these results we have for the first time reported on the financial performance of our three lending segments: Retail Finance, Commercial Finance and Property Finance, and are pleased to report increasing profits in all three of these. Market conditions and the competitive environment affect our businesses in different ways, but they all share the same focus on specialist markets, prudent underwriting and strong returns.

As we look at each of these segments in turn, in Retail Finance we are continuing to see good growth in the premium finance business and expansion of the motor finance business in Ireland. The core UK motor business continues to focus on maintaining margins and the quality of underwriting in a competitive environment.

Although competition in the Commercial Finance segment has increased in recent years, particularly in the broker distributed part of the market, we have continued to see strong demand for our specialist lending products, with continued good new business volumes. We are progressing a number of new growth initiatives in this area, including in technology leasing where we started writing business in 2016.

The Property Finance business, which focuses on residential development finance, had a particularly strong half year. Profit increased significantly over the prior year, reflecting the continued growth in loan book and income, as well as provision releases relating to our historical loan portfolio.

Improved Market Conditions Benefit Winterflood and Asset Management

The first half saw a significant improvement in financial markets and investor sentiment, with rising equity markets and high levels of retail trading activity. As the leading market-maker to retail brokers, Winterflood achieved a strong performance, with no loss days in the period. As a result, profits more than doubled to GBP14.4 million.

In Asset Management, profit increased 8% to GBP9.1 million, benefiting from continued net inflows and rising markets. We have made good progress in the business, increasing the number of advisers to over 100 following the successful completion of two IFA acquisitions. We continue to see significant long-term growth potential in the private client market and remain focused on driving growth both organically and, where appropriate, through small acquisitions.

Prudent Funding, Liquidity and Capital

The prudent management of our funding, liquidity and capital is a core part of our business model allowing us to grow, invest and pay a dividend, while meeting all regulatory requirements. We have maintained good access to a diverse range of funding markets, and during the period we strengthened our funding and capital position through the issuance of a GBP250 million senior bond, as well as GBP175 million of tier 2 capital, which further increases the flexibility of our total capital position.

During the period, the European Banking Authority issued new guidance which mandates the risk weighting of property development loans at 150%. This higher risk weighting will apply to the majority of our property lending, notwithstanding our long track record of prudent and profitable growth in this area. This will have no impact on our strategy or pricing for the Property business or the Banking division as a whole.

Our common equity tier 1 ("CET1") capital ratio at 12.6% and total capital ratio at 15.3% both remain comfortably ahead of regulatory requirements and our leverage ratio, which is unaffected by risk weightings, remains very strong at over 10%.

Board changes

As separately announced this morning, we are pleased to confirm that Mike Biggs has been appointed to succeed Strone Macpherson as Chairman. Mike, who is also Chairman of Direct Line, has joined the Board effective today and will become Chairman effective 1 May, following Strone's retirement on 30 April.

The Board would like to thank Strone for his unwavering commitment and very substantial contribution to the group over many years and wish him every success for the future.

Outlook

We have achieved a strong performance in the first half of the year and are confident in delivering a good result for the full year.

Macroeconomic and financial market conditions in the UK remain benign, but we continue to monitor developments carefully.

OVERVIEW OF FINANCIAL PERFORMANCE

Key Financials

 
                                               First half         First half(1) 
                                                     2017                  2016    Change 
                                              GBP million           GBP million         % 
-----------------------------------  -----  -------------  --------------------  -------- 
 Operating income                                   378.3                 331.6        14 
 Adjusted operating expenses                      (226.8)               (203.7)        11 
 Impairment losses on loans and 
  advances                                         (17.3)                (16.7)         4 
------------------------------------  ----  -------------  --------------------  -------- 
 Adjusted operating profit                          134.2                 111.2        21 
------------------------------------  ----  -------------  --------------------  -------- 
  Banking                                           122.7                 108.4        13 
                                            -------------  --------------------  -------- 
    Retail Finance                                   39.9                  38.9         3 
    Commercial Finance                               36.5                  33.5         9 
    Property Finance                                 46.3                  36.0        29 
                                            -------------  --------------------  -------- 
  Securities                                         14.4                   6.8       112 
  Asset Management                                    9.1                   8.4         8 
  Group                                            (12.0)                (12.4)       (3) 
------------------------------------  ----  -------------  --------------------  -------- 
 Amortisation of intangible assets 
  on acquisition                                    (2.8)                 (2.5)        12 
------------------------------------  ----  -------------  --------------------  -------- 
 Operating profit before tax                        131.4                 108.7        21 
------------------------------------------  -------------  --------------------  -------- 
 
 Adjusted basic earnings per 
  share                                             66.6p                 61.1p         9 
 Basic earnings per share                           65.1p                 59.7p         9 
 Dividend per share                                 20.0p                 19.0p         5 
 Return on opening equity                           18.0%                 17.9% 
 
 

1 Relevant figures and ratios for 2016 are re-presented for changes in treatment of operating lease assets and Treasury income, as announced on 13 September 2016.

Strong First Half Performance

Close Brothers reported a strong performance in the period with good profit growth across all segments.

Adjusted operating profit increased 21% to GBP134.2 million (2016: GBP111.2 million), with an operating margin of 35% (2016: 34%). The Banking division accounted for c.90% of profits in the period, with adjusted operating profit up 13% to GBP122.7 million driven by good income growth and provision releases. Winterflood achieved GBP14.4 million operating profit, more than doubling the profit reported in the first half of 2016. Asset Management continued to grow client assets and delivered adjusted operating profit of GBP9.1 million. Group net expenses, which include the central functions such as finance, legal and compliance, risk and HR, remained broadly unchanged at GBP12.0 million.

Operating income increased 14% to GBP378.3 million (2016: GBP331.6 million), driven by higher income from the Banking businesses, with good demand, particularly in our premium finance and property finance businesses. Income in Securities also increased with strong trading supported by a significant improvement in market conditions.

Adjusted operating expenses increased 11% to GBP226.8 million (2016: GBP203.7 million) driven by both Banking and Winterflood. In Banking, we continue to invest to protect and sustain our model, while maintaining a tight focus on cost control across our businesses. In Winterflood, the increase in costs reflects the significantly improved performance compared to the prior year period. Both the expense/income and compensation ratios reduced slightly to 60% (2016: 61%) and 38% (2016: 39%) respectively.

Bad debt remained low with a ratio of 0.5% (2016: 0.6%), down on the first half of the prior year as a result of provision releases principally in our property book. Underlying credit performance remained strong and broadly in line with full year 2016.

The tax charge in the period was GBP34.8 million (2016: GBP20.1 million) which corresponds to an effective tax rate of 26% (2016: 18%), reflecting the first full year impact of the bank corporation tax surcharge.

Despite this, adjusted basic earnings per share ("EPS") increased 9% to 66.6p (2016: 61.1p), generating a stable return on opening equity ("RoE") of 18.0% (2016: 17.9%). Basic EPS, which includes GBP2.8 million amortisation of intangible assets on acquisition, also increased 9% to 65.1p (2016: 59.7p).

The interim dividend of 20.0p represents an increase of 5% from the prior year (2016: 19.0p), reflecting our progressive dividend policy while maintaining appropriate cover to ensure sustainable dividend growth. This interim dividend is due to be paid on 26 April 2017 to shareholders on the register at 24 March 2017.

Group Balance Sheet

 
                                       31 January        31 July 
                                             2017           2016 
                                      GBP million    GBP million 
---------------------------------   -------------  ------------- 
 Loans and advances to customers          6,543.8        6,431.6 
 Treasury assets(1)                       1,306.8        1,048.4 
 Market-making assets(2)                    564.1          576.9 
 Other assets                               710.7          691.3 
----------------------------------  -------------  ------------- 
 Total assets                             9,125.4        8,748.2 
----------------------------------  -------------  ------------- 
 Deposits by customers                    4,864.9        4,894.6 
 Borrowings                               2,341.4        1,938.3 
 Market-making liabilities(2)               476.4          505.6 
 Other liabilities                          301.7          312.8 
----------------------------------  -------------  ------------- 
 Total liabilities                        7,984.4        7,651.3 
----------------------------------  -------------  ------------- 
 Equity                                   1,141.0        1,096.9 
----------------------------------  -------------  ------------- 
 Total liabilities and equity             9,125.4        8,748.2 
----------------------------------  -------------  ------------- 
 

1 Treasury assets comprise cash and balances at central banks and debt securities held to support lending in the Banking division.

2 Market-making assets and liabilities comprise settlement balances, long and short trading positions and loans to or from money brokers.

Our balance sheet is simple and transparent with prudent management of capital, funding and liquidity. We borrow long and lend short and our balance sheet is predominantly made up of loans and advances to customers which are short term in nature, with an average maturity of 14 months and around 90% secured. It also includes treasury assets held for liquidity purposes as well as settlement balances held within our Securities division. Other assets principally comprise intangibles, property, plant and equipment, and prepayments.

Total assets increased to GBP9.1 billion largely driven by higher levels of short-term liquidity to fund the repayment of a bond maturing in February 2017 and future loan book growth. Total equity increased to over GBP1.1 billion reflecting profit in the period, partially offset by dividend payments of GBP56.0 million. The group's return on assets remained stable at 2.1% (31 July 2016: 2.1%).

Group Capital Position

 
                                    31 January        31 July 
                                          2017           2016 
                                   GBP million    GBP million 
------------------------------   -------------  ------------- 
 Common equity tier 1 capital            938.8          901.4 
 Total capital                         1,142.7          925.4 
 Risk weighted assets                  7,456.0        6,682.5 
 
 Common equity tier 1 capital 
  ratio                                  12.6%          13.5% 
 Total capital ratio                     15.3%          13.8% 
 Leverage ratio                          10.3%          10.2% 
-------------------------------  -------------  ------------- 
 

Maintaining a strong capital position is a core element of our business model and supports our ability to grow, invest in the business and pay a dividend to shareholders, while continuing to meet all regulatory requirements.

The group's strong profitability supports significant capital generation, and in the first half our CET1 capital increased by 4% to GBP938.8 million (31 July 2016: GBP901.4 million), reflecting the increase in retained earnings in the period. However, risk weighted assets also increased significantly due to the European Banking Authority ("EBA") guidance which mandates 150% risk weighting for property development loans under the standardised approach. This resulted in a c. GBP660 million increase in RWAs, a one-off impact of 1.2% on the CET1 capital ratio. Overall, total RWAs increased 12% to GBP7,456.0 million (31 July 2016: GBP6,682.5 million), and the CET1 capital ratio reduced to 12.6% (31 July 2016: 13.5%).

In January we issued GBP175 million of subordinated debt qualifying as tier 2 capital to diversify and further strengthen our total capital position. As a result, our total capital ratio increased to 15.3% (31 July 2016: 13.8%).

The leverage ratio, which is unaffected by the increase in risk weightings, remains strong and well ahead of regulatory requirements at 10.3%.

In early February we received our updated Individual Capital Guidance from the PRA, which confirmed an overall 1.9% add-on to minimum capital requirements corresponding to a CET1 add-on of 1.1%. Accordingly, all our capital ratios remain comfortably ahead of regulatory requirements. Going forward the profitability of our business, quality and security of our loan book and ongoing prudent management of our capital resources give us confidence that we can continue to support our business growth and development.

Group Funding(1)

 
                                   31 January        31 July 
                                         2017           2016 
                                  GBP million    GBP million 
-----------------------------   -------------  ------------- 
 Customer deposits                    4,864.9        4,894.6 
 Secured funding(2)                   1,383.1        1,296.3 
 Unsecured funding(3)                 1,320.2          866.0 
 Equity                               1,141.0        1,096.9 
------------------------------  -------------  ------------- 
 Total available funding              8,709.2        8,153.8 
------------------------------  -------------  ------------- 
 Of which term funding 
  (>1 year)                           4,964.2        4,315.7 
 
 Total funding as % of 
  loan book                              133%           127% 
 Term funding as % of 
  loan book                               76%            67% 
 Average maturity of term           39 months      31 months 
  funding (excluding equity) 
 
 

1 Numbers relate to core funding and exclude working capital facilities at the business level.

2 Includes GBP100 million (31 July 2016: GBPnil) of Treasury Bills drawn under the Funding for Lending Scheme but not currently in repurchase agreements.

3 Unsecured funding excludes GBP33.1 million (2016: GBP21.0 million) of non-facility overdrafts included in borrowings and includes GBP295.0 million (2016: GBP245.0 million) of undrawn facilities.

Our conservative approach to funding and liquidity is a core part of our business model and we seek to maintain both diversity of funding and a prudent maturity profile. We continue to have good access to a wide range of funding sources, which include retail and corporate deposits, unsecured bonds and other wholesale facilities. We also have a range of secured funding facilities including the Bank of England's Funding for Lending Scheme and Term Funding Scheme.

In the first half, total funding increased GBP555.4 million to GBP8,709.2 million and accounted for 133% of the loan book. The increase primarily reflects the issue of GBP175 million tier 2 debt capital and a GBP250 million senior unsecured bond. These facilitated the repayment of a GBP200 million senior unsecured bond which matured in February and the funding of future loan book growth.

Term funding, with an average maturity of 39 months, increased significantly and now covers over three quarters of the loan book, reflecting the two debt issuances and renewal of facilities in the period.

In the period, both Moody's Investors Services ("Moody's") and Fitch Ratings ("Fitch") reaffirmed our credit ratings. Moody's rates Close Brothers Group ("CBG") A3/P2 and Close Brothers Limited ("CBL") Aa3/P1, with stable outlooks. Fitch rates both CBG and CBL at A/F1 with stable outlooks.

Group Liquidity

 
                                     31 January        31 July 
                                           2017           2016 
                                    GBP million    GBP million 
-------------------------------   -------------  ------------- 
 Bank of England deposits               1,120.8          847.4 
 Sovereign and central bank                40.7              - 
  debt 
 High quality liquid assets(1)          1,161.5          847.4 
 Certificates of deposit                  145.3          201.0 
 Treasury assets                        1,306.8        1,048.4 
--------------------------------  -------------  ------------- 
 

1 In addition to and not included in the above, at 31 January 2017 the group held GBP100 million (31 July 2016: GBPnil) of Treasury Bills drawn under the Funding for Lending Scheme but not currently in repurchase agreements which are classified as high quality liquid assets.

Treasury assets increased GBP258.4 million to GBP1,306.8 million, with the majority held as high quality liquid assets on deposit with the Bank of England. The increase reflects the timing of debt issuance in the period.

Our liquidity position remains in excess of internal and regulatory requirements, and we comfortably exceed the minimum level for the liquidity coverage ratio requirements under Capital Requirement Directive ("CRD") IV.

BUSINESS REVIEW

BANKING

Strong Financial Performance in the First Half

 
                                          First half        First half 
                                                2017              2016     Change 
                                         GBP million       GBP million          % 
---------------------------------   ----------------  ----------------  --------- 
 Operating income                              274.0             248.7         10 
 Adjusted operating expenses                 (134.0)           (123.6)          8 
 Impairment losses on loans 
  and advances                                (17.3)            (16.7)          4 
----------------------------------  ----------------  ----------------  --------- 
 Adjusted operating profit                     122.7             108.4         13 
----------------------------------  ----------------  ----------------  --------- 
 
 Net interest margin                            8.2%              8.3% 
 Expense/income ratio                            49%               50% 
 Bad debt ratio                                 0.5%              0.6% 
 Return on net loan book                        3.7%              3.6% 
 Return on opening equity                        23%               25% 
 Average loan book and operating 
  lease assets                                 6,655             5,987         11 
----------------------------------  ----------------  ----------------  --------- 
 
 

The Banking division achieved a strong performance, with both good returns and profit growth. Adjusted operating profit increased 13% to GBP122.7 million (2016: GBP108.4 million) driven by continued strong net interest margin and low provisions for bad debt.

Operating income grew 10% to GBP274.0 million (2016: GBP248.7 million), with good growth across all lending areas. The net interest margin remained strong at 8.2% (2016: 8.3%), slightly lower than the prior year period but in line with full year 2016 reflecting our consistent pricing approach with strict lending criteria across our businesses.

We maintain a focus on cost control while at the same time continuing to invest for the future. Adjusted operating expenses increased 8% to GBP134.0 million (2016: GBP123.6 million), with approximately half of this increase attributable to strategic initiatives and investment in infrastructure to support future growth. Overall, the expense/income ratio decreased to 49% (2016: 50%) compared to the prior year and the compensation ratio was stable at 30% (2016: 30%).

The bad debt ratio reduced to 0.5% (2016: 0.6%), driven by provision releases in Property Finance. All businesses continue to benefit from the benign credit environment and underlying performance remains broadly in line with the prior year, supported by consistent application of our prudent underwriting criteria.

Loan Book Analysis

 
                        31 January       31 July 
                              2017       2016(1)         Change 
                       GBP million   GBP million              % 
--------------------  ------------  ------------  ------------- 
 Retail Finance              2,571         2,511            2.4 
                      ------------  ------------  ------------- 
  Motor finance              1,719         1,705            0.8 
  Premium finance              852           806            5.7 
                      ------------  ------------  ------------- 
 Commercial Finance          2,468         2,463            0.2 
                      ------------  ------------  ------------- 
  Asset finance              2,049         2,020            1.5 
  Invoice finance              419           443          (5.5) 
                      ------------  ------------  ------------- 
 Property Finance            1,505         1,457            3.3 
--------------------  ------------  ------------  ------------- 
 Closing loan book           6,544         6,432            1.7 
--------------------  ------------  ------------  ------------- 
 

1 Minor differences compared to 2016 reported numbers reflect re-presentation of rentals and consumer point of sale loan books in line with internal management reporting.

At the current point in the cycle, some businesses are delivering good growth, notably premium and property, and other businesses are affected by high levels of competition. Although new business volumes remained solid, repayments were also higher in the period. Overall, the loan book grew 1.7% in the first half, or 9.6% year on year, to GBP6.5 billion.

The Banking division continued to generate strong returns with the return on net loan book of 3.7% remaining ahead of the long-term average of 3.4%. RoE was also strong at 23% (2016: 25%), albeit a slight decrease from the prior year as a result of the higher tax rate.

Banking: Retail Finance

 
                                  First half     First half 
                                        2017           2016   Change 
                                 GBP million    GBP million        % 
-----------------------------  -------------  -------------  ------- 
 Operating income                      110.3          100.4       10 
 Adjusted operating expenses          (58.5)         (53.3)       10 
 Impairment losses on loans 
  and advances                        (11.9)          (8.2)       45 
-----------------------------  -------------  -------------  ------- 
 Adjusted operating profit              39.9           38.9        3 
-----------------------------  -------------  -------------  ------- 
 
 Net interest margin                    8.7%           8.7% 
 Expense/income ratio                    53%            53% 
 Bad debt ratio                         0.9%           0.7% 
 Average loan book                     2,541          2,299       11 
-----------------------------  -------------  -------------  ------- 
 

Retail Finance provides intermediated finance, principally to individuals, through motor dealers, insurance brokers and retailers and incorporates our premium and motor finance businesses.

The Retail Finance loan book increased 2.4% in the first half to GBP2.6 billion (2016: GBP2.5 billion), representing 10.2% growth year on year. Growth was driven by the premium finance business, which grew 5.7% to GBP0.9 billion, with a number of new broker wins and increasing volumes from our existing brokers. The motor finance loan book grew slightly to GBP1.7 billion. In the UK competition is affecting loan book growth as we continue to prioritise margin over market share, while growth remains strong in Ireland.

Adjusted operating profit increased 3% to GBP39.9 million (2016: GBP38.9 million), with strong income and stable net interest margin of 8.7%. The bad debt ratio increased slightly to 0.9%, however remains below historical levels. Adjusted operating expenses increased 10% to GBP58.5 million (2016: GBP53.3 million), in line with income growth, driven mainly by staff costs across the segment as well as ongoing investment in the premium finance infrastructure and consumer point of sale initiative. The expense/income ratio remained unchanged from the prior year at 53%.

Retail Finance remains well positioned long term. We continue to consistently apply our disciplined lending principles, and invest to improve the existing business model and the customer experience.

Banking: Commercial Finance

 
                                       First half     First half 
                                             2017           2016   Change 
                                      GBP million    GBP million        % 
---------------------------------  --------------  -------------  ------- 
 Operating income                           105.6           97.2        9 
 Adjusted operating expenses               (61.5)         (57.2)        8 
 Impairment losses on loans and 
  advances                                  (7.6)          (6.5)       17 
---------------------------------  --------------  -------------  ------- 
 Adjusted operating profit                   36.5           33.5        9 
---------------------------------  --------------  -------------  ------- 
 
 Net interest margin                         8.0%           8.2% 
 Expense/income ratio                         58%            59% 
 Bad debt ratio                              0.6%           0.6% 
 Average loan book and operating 
  leases                                    2,632          2,359       12 
---------------------------------  --------------  -------------  ------- 
 

Commercial Finance, which focuses on specialist, secured lending to the SME market, performed well in the period and delivered good profit growth of 9% to GBP36.5 million (2016: GBP33.5 million), despite ongoing competition at this point in the cycle. The loan book remained stable at GBP2.5 billion, with growth driven by more specialist areas such as green energy.

The net interest margin reduced to 8.0% (2016: 8.2%), reflecting pricing pressure from competition as well as an increased contribution from lower margin products. The bad debt ratio remained low at 0.6%, with continued good credit performance. The expense/income ratio reduced marginally to 58% (2016: 59%), reflecting significant investment in the prior year period.

In February 2017 Close Brothers agreed to acquire a specialist provider of secured finance to law firms and their clients, which had a loan book of GBP32.7 million and reported profit before tax of GBP2.7 million for the year ended 31 March 2016. The total consideration, which is subject to certain performance conditions, is up to GBP31 million, and is expected to be satisfied by a combination of shares and cash. The acquisition is expected to close in the second half of the financial year.

Overall, we achieved solid performance from Commercial Finance in the period, with good profit growth and a stable loan book, despite ongoing competitive pressure. Our focus is on protecting the existing business while driving new growth initiatives, to maintain sustainability through the cycle.

Banking: Property Finance

 
                                 First half     First half 
                                       2017           2016     Change 
                                GBP million    GBP million          % 
----------------------------  -------------  -------------  --------- 
 Operating income                      58.1           51.1         14 
 Operating expenses                  (14.0)         (13.1)          7 
 Impairment losses on loans 
  and advances                          2.2          (2.0) 
----------------------------  -------------  -------------  --------- 
 Operating profit                      46.3           36.0         29 
----------------------------  -------------  -------------  --------- 
 
 Net interest margin                   7.8%           7.7% 
 Expense/income ratio                   24%            26% 
 Bad debt ratio                      (0.3%)           0.3% 
 Average loan book                    1,481          1,329         11 
----------------------------  -------------  -------------  --------- 
 

Property Finance is focused on specialist residential development finance to well established professional developers in the UK. We do not lend to the buy-to-let sector, or provide residential or commercial mortgages.

At this point in the cycle, the business is performing very well, with historically low impairments and strong growth in profitability. We continue to see good demand for core residential development finance, in both London and the regions, as well as for shorter-term bridging and refurbishment finance. The loan book increased 3.3% to GBP1.5 billion, with strong new business volumes, partly offset by a number of large loan settlements towards the end of the period. The net interest margin increased slightly to 7.8%.

Property Finance operating profit increased 29% to GBP46.3 million, driven by higher lending income as well as provision releases following the successful sale of a number of legacy properties. Accordingly, the bad debt ratio of (0.3%) reflects a net recovery in the period, while underlying credit performance remained strong and in line with 2016. The expense/income ratio remained low at 24% (2016: 26%) reflecting the relatively low volumes and larger transaction sizes in this business.

We remain confident in the quality of our loan book, with prudent underwriting and consistently low loan to value ratios, underpinning our ability to continue successfully lending to our customers in all market conditions.

SECURITIES

Significant Improvement in Trading

 
                               First half     First half 
                                     2017           2016     Change 
                              GBP million    GBP million          % 
--------------------------  -------------  -------------  --------- 
 Operating income                    53.9        35.2(1)         53 
 Operating expenses                (39.5)         (28.4)         39 
--------------------------  -------------  -------------  --------- 
 Operating profit                    14.4         6.8(1)        112 
--------------------------  -------------  -------------  --------- 
 
 Bargains per day ('000)               58             51         13 
 Operating margin                     27%            19% 
 Return on opening equity             30%            14% 
--------------------------  -------------  -------------  --------- 
 

1 2016 operating income and operating profit includes GBP3.7 million and GBP1.9 million respectively relating to the disposal of Euroclear shares.

Winterflood achieved a significant improvement on the first half of last year with strong growth in income and operating profit, which increased to GBP14.4 million (2016: GBP6.8 million). This reflects strong trading supported by better market sentiment and retail investor risk appetite throughout the period, driven by political events and rising equity markets.

Operating income increased 53% to GBP53.9 million (2016: GBP35.2 million) reflecting higher trading income across all sectors but particularly in AIM, which benefited from increased retail trading activity. Average daily bargains increased 13% to 57,782 (2016: 51,359), with no loss days in the period (2016: 13 loss days).

Operating expenses increased 39% reflecting Winterflood's improved performance compared to the prior year period. The expense/income ratio decreased to 73% (2016: 81%), while the compensation ratio remained broadly stable at 48% (2016: 49%).

Although it remains sensitive to changes in market conditions, Winterflood's strong performance demonstrates its ability to benefit from increased trading activity and maintain a market leading position.

ASSET MANAGEMENT

Good Progress Supported by Favourable Market Environment

 
                                    First half     First half 
                                          2017           2016     Change 
                                   GBP million    GBP million          % 
------------------------------   -------------  -------------  --------- 
 Investment management                    30.8           28.2          9 
 Advice and other services(1)             17.4           16.7          4 
 Other income(2)                           1.9            2.1       (10) 
-------------------------------  -------------  -------------  --------- 
 Operating income                         50.1           47.0          7 
 Adjusted operating expenses            (41.0)         (38.6)          6 
-------------------------------  -------------  -------------  --------- 
 Adjusted operating profit                 9.1            8.4          8 
-------------------------------  -------------  -------------  --------- 
 
 Revenue margin (bps)                       96             90 
 Operating margin                          18%            18% 
 Return on opening equity                  27%            29% 
-------------------------------  -------------  -------------  --------- 
 

1 Income from advice and self-directed services, excluding investment management income.

2 Net interest income and expense, income on principal investments and other income. Includes GBP1.6 million profit on disposal of OLIM Investment Managers, which completed in November 2016. The first half 2016 includes the GBP1.9 million profit on disposal of our corporate advice and investment management activities.

Asset Management reported improved results, with adjusted operating profit growth of 8% to GBP9.1 million. We made good progress in the period with new adviser hires, complementary acquisitions and continued investment in technology. All our channels performed well and delivered positive net flows, albeit lower than the previous period, of GBP125 million.

Excluding OLIM Investment Managers ("OLIM") which was sold in November, and our corporate business sold in 2016, the underlying profit increased 26% to GBP7.2 million (2016: GBP5.7 million). In the period, OLIM contributed GBP2.3 million (2016: GBP1.2 million) of income and profit of GBP0.3 million (2016: GBP0.4 million) with a profit on disposal of GBP1.6 million.

Operating income increased 7% to GBP50.1 million, with investment management income up 9%, driven by an increase in our managed assets over the last 12 months. The revenue margin rose to 96bps following the sale of OLIM.

Adjusted operating expenses increased 6% to GBP41.0 million, principally relating to staff costs, including a net increase of 17 advisers in the last year, and property related costs. The expense/income ratio remains flat at 82% and the compensation ratio increased to 54% (2016: 52%).

 
 
   Movement in Client Assets 
                                                                       31 January 
                                                                             2017 
                                                                      GBP million 
---------------------------------------------------------------  ---------------- 
 Opening managed assets                                                     8,047 
 Inflows                                                                      795 
 Outflows                                                                   (670) 
---------------------------------------------------------------  ---------------- 
 Net inflows                                                                  125 
 Market movements                                                             207 
 Disposals(1)                                                               (492) 
---------------------------------------------------------------  ---------------- 
 Total managed assets                                                       7,887 
 Advised only assets                                                        2,327 
---------------------------------------------------------------  ---------------- 
 Total client assets(2)                                                    10,214 
---------------------------------------------------------------  ---------------- 
 Net flows as % of opening managed assets (annualised)                         3% 
---------------------------------------------------------------  ---------------- 
 
 
                                                 1 Sale of OLIM in November 2016. 
      2 Total client assets include GBP3.2 billion (31 July 2016: GBP3.0 billion) 
                                     of assets that are both advised and managed. 
 

Managed assets benefited from both favourable market movements and positive net inflows. Following a slower start to the year, all our channels performed well in the second quarter with a particularly strong contribution from our own advisers. Overall for the first half we achieved net inflows of GBP125 million, an annualised 3% of opening managed assets, and also benefited from GBP207 million of positive market movements. However, managed assets were broadly stable at GBP7.9 billion due to the sale of OLIM with c. GBP0.5 billion assets.

Total client assets closed 3% higher at GBP10.2 billion (31 July 2016: GBP9.9 billion) reflecting an increase in advised only assets to GBP2.3 billion (31 July 2016: GBP1.9 billion). The growth largely related to the acquisition of two independent financial advisory businesses during the period.

The business has made good progress since the beginning of the financial year and we continue to see significant long-term growth potential. We remain focused on growing organically through our business development efforts, selective hiring of advisers and fund managers, and, if appropriate, small complementary acquisitions.

DEFINITIONS

Adjusted: Adjusted measures are used to aid comparability between periods and exclude amortisation of intangible assets on acquisition, and any goodwill impairments and exceptional items

Bad debt ratio: Impairment losses on average net loans and advances to customers and operating lease assets

Compensation ratio: Total staff costs on operating income

Earnings per share ("EPS"): Profit after tax plus non-controlling interests on number of basic shares

Exceptional items: Income or costs which are material in size and non-recurring in nature

Expense/income ratio: Total adjusted operating expenses, excluding impairment losses on loans and advances, on adjusted operating income

High quality liquid assets: Assets which qualify as high quality liquid assets for FCA liquidity purposes, including deposits with the Bank of England, gilts and Treasury Bills drawn under the Funding for Lending Scheme

Leverage ratio: Tier 1 capital as a percentage of total balance sheet assets, adjusting for certain capital deductions, including intangible assets, and off balance sheet exposures

Net interest margin: Net income generated by lending activities, including net interest income, net fees and commissions and net operating lease income (deducting depreciation), on average net loans and advances to customers and operating lease assets

Return on net loan book: Adjusted operating profit from lending activities on average net loans and advances to customers and operating lease assets

Return on opening equity ("RoE"): Adjusted operating profit after tax and non-controlling interests on opening equity, excluding non-controlling interests

Revenue margin: Income from advice, investment management and related services on average total client assets

Term funding: Funding with a remaining maturity greater than 12 months

Principal Risks and Uncertainties

The group is exposed to a number of risks in its day-to-day business which are managed by:

   --     Adhering to its prudent and established business model; 
   --     Following a "three lines of defence" risk management approach; and 

-- Operating within a clearly defined risk appetite which is monitored against agreed metrics and limits.

A detailed description of the principal risks and uncertainties that the group faces and its approach to managing and mitigating those risks is set out on pages 28 to 31 of the Annual Report 2016 which can be accessed via the link on the Investor Relations home page of the group's website at www.closebrothers.com.

In the six months to 31 January 2017 there have been no significant changes to our business model, risk management approach or risk appetite. The risks and uncertainties detailed in the Annual Report 2016 also remain unchanged and are summarised below. This summary should not be regarded as a comprehensive list of all potential risks and uncertainties faced by the group but rather those risks which it currently believes may have a significant impact on its performance and future prospects.

 
 Key risk and uncertainty   Description 
-------------------------  ---------------------------------------------------------------- 
 Credit losses              At 31 January 2017 the group has GBP6.5 billion of 
                             loans to a range of small businesses and individuals. 
                             The group is exposed to credit losses if customers 
                             are unable to repay these loans and any outstanding 
                             interest and fees. The group is also exposed to counterparties 
                             with which it places deposits or trades. 
-------------------------  ---------------------------------------------------------------- 
 Economic environment       Any downturn in economic conditions may impact the 
                             group's performance through lower demand for the group's 
                             products and services, lower investor risk appetite, 
                             higher bad debts and increased volatility in funding 
                             markets. While the performance of the UK economy has 
                             been resilient since the UK's decision to leave the 
                             EU, our relationship with the EU going forward remains 
                             unclear and as such the economic outlook remains uncertain. 
                             Recent and potential future changes to the political 
                             landscape both in the UK and abroad also have the ability 
                             to impact funding markets and investor risk appetite. 
-------------------------  ---------------------------------------------------------------- 
 Legal and regulatory       Changes in legal, regulatory and tax environments could 
                             adversely impact on the group's performance, capital 
                             and liquidity as well as demand from its customers 
                             and counterparties. Failing to safeguard client assets 
                             or providing advice and products which are not in our 
                             customers' best interests has the potential to damage 
                             the group's reputation and may lead to sanctions including 
                             litigation and customer redress. 
-------------------------  ---------------------------------------------------------------- 
 Competition                We continue to experience high levels of competition 
                             across our businesses, particularly in the Banking 
                             division. Any further intensification in competition 
                             may impact the group's performance. 
-------------------------  ---------------------------------------------------------------- 
 Technology                 Maintaining robust and secure IT infrastructure is 
                             fundamental in allowing the group to operate effectively, 
                             respond to new technology, protect client and company 
                             data and counter cyber threats. Failure to evolve with 
                             our customers' technological expectations or effectively 
                             manage transitions to new infrastructure also has the 
                             potential to impact group performance. 
-------------------------  ---------------------------------------------------------------- 
 Employees                  The calibre and expertise of our employees is critical 
                             to the success of the group. The loss of key individuals 
                             or teams may have an adverse impact on the group's 
                             operations and ability to deliver its strategy. 
-------------------------  ---------------------------------------------------------------- 
 Funding                    Access to stable funding markets remains key to support 
                             our lending activities and liquidity requirements. 
                             Any significant or sudden change in these markets has 
                             the potential to impact the group's ongoing performance. 
-------------------------  ---------------------------------------------------------------- 
 Market exposure            Volatility or the absence of liquidity in financial 
                             markets may impact the group's profitability, particularly 
                             in our trading operations. Changes in interest and 
                             exchange rates have the potential to impact the group's 
                             earnings although the majority of these exposures are 
                             hedged. 
-------------------------  ---------------------------------------------------------------- 
 

Directors' Responsibility Statement

We confirm that to the best of our knowledge:

   --      The condensed set of consolidated financial statements has been prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting"; 

-- The Half Yearly Report 2017 includes a fair review of the information required by Disclosure Guidance and Transparency Rule 4.2.7R (indication of important events during the first six months and description of principal risks and uncertainties for the remaining six months of the year); and

-- The Half Yearly Report 2017 includes a fair review of the information required by Disclosure Guidance and Transparency Rule 4.2.8R (disclosure of related parties' transactions and changes therein).

On behalf of the board

 
 P.S.S. Macpherson   P. Prebensen 
  Chairman            Chief Executive 
 

14 March 2017

Independent Review Report

Independent Review Report to Close Brothers Group plc

We have been engaged by the company to review the condensed set of financial statements in the half yearly financial report for the six months ended 31 January 2017 which comprises the Consolidated Income Statement, the Consolidated Balance Sheet, the Consolidated Statement of Changes in Equity, the Consolidated Cash Flow Statement and related notes 1 to 16. We have read the other information contained in the half yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

This report is made solely to the company in accordance with International Standard on Review Engagements (UK and Ireland) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board. Our work has been undertaken so that we might state to the company those matters we are required to state to it in an independent review report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company, for our review work, for this report, or for the conclusions we have formed.

Directors' responsibilities

The half yearly financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half yearly financial report in accordance with the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority.

As disclosed in note 1, the annual financial statements of the Group are prepared in accordance with IFRSs as adopted by the European Union. The condensed set of financial statements included in this half yearly financial report has been prepared in accordance with International Accounting Standard 34, "Interim Financial Reporting," as adopted by the European Union.

Our responsibility

Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the half yearly financial report based on our review.

Scope of review

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Auditing Practices Board for use in the United Kingdom. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half yearly financial report for the six months ended 31 January 2017 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority.

Deloitte LLP

Chartered Accountants and Statutory Auditor

London, United Kingdom

14 March 2017

Consolidated Income Statement

for the six months ended 31 January 2017

 
                                                             Six months ended         Year ended 
                                                                31 January               31 July 
                                                        --------------------------- 
                                                               2017            2016         2016 
                                                          Unaudited       Unaudited      Audited 
                                                  Note  GBP million  GBP million(1)  GBP million 
------------------------------------------------------  -----------  --------------  ----------- 
Interest income                                               289.6           272.1        550.1 
Interest expense                                             (62.5)          (65.1)      (127.5) 
-----------------------------------------------------   -----------  --------------  ----------- 
 
Net interest income                                           227.1           207.0        422.6 
-----------------------------------------------------   -----------  --------------  ----------- 
 
Fee and commission income                                     100.2            92.9        189.2 
Fee and commission expense                                   (15.0)          (14.7)       (28.5) 
Gains less losses arising from dealing in securities           48.7            25.6         67.9 
Other income                                                   29.2            30.2         55.8 
Depreciation of operating lease assets                       (11.9)           (9.4)       (19.6) 
 
Non-interest income                                           151.2           124.6        264.8 
-----------------------------------------------------   -----------  --------------  ----------- 
 
Operating income                                       2      378.3           331.6        687.4 
-----------------------------------------------------   -----------  --------------  ----------- 
 
Administrative expenses                                     (226.8)         (203.7)      (415.9) 
Impairment losses on loans and advances                6     (17.3)          (16.7)       (37.9) 
-----------------------------------------------------   -----------  --------------  ----------- 
Total operating expenses before amortisation 
 of intangible assets 
 on acquisition                                             (244.1)         (220.4)      (453.8) 
-----------------------------------------------------   -----------  --------------  ----------- 
Operating profit before amortisation of intangible 
 assets on 
 acquisition                                                  134.2           111.2        233.6 
Amortisation of intangible assets on acquisition              (2.8)           (2.5)        (5.1) 
-----------------------------------------------------   -----------  --------------  ----------- 
 
Operating profit before tax                                   131.4           108.7        228.5 
Tax                                                    3     (34.8)          (20.1)       (42.2) 
-----------------------------------------------------   -----------  --------------  ----------- 
 
Profit after tax for the period                                96.6            88.6        186.3 
Loss attributable to non-controlling interests                (0.2)               -        (0.2) 
 
Profit attributable to shareholders                            96.8            88.6        186.5 
 
Basic earnings per share                               4      65.1p           59.7p       125.7p 
-----------------------------------------------------   -----------  --------------  ----------- 
Diluted earnings per share                             4      64.9p           58.9p       124.3p 
-----------------------------------------------------   -----------  --------------  ----------- 
 
Ordinary dividend per share                            5      20.0p           19.0p        57.0p 
-----------------------------------------------------   -----------  --------------  ----------- 
 

1 Re-presented - see note 1.

Consolidated Statement of COMPREHENSIVE INCOME

for the six months ended 31 January 2017

 
                                                          Six months ended       Year ended 
                                                             31 January             31 July 
                                                      ------------------------ 
                                                             2017         2016         2016 
                                                        Unaudited    Unaudited      Audited 
                                                      GBP million  GBP million  GBP million 
----------------------------------------------------  -----------  -----------  ----------- 
Profit after tax for the period                              96.6         88.6        186.3 
----------------------------------------------------  -----------  -----------  ----------- 
Other comprehensive income/(expense) that may 
 be reclassified 
 to income statement 
Currency translation gains                                    0.2          1.6          3.2 
Gains/(losses) on cash flow hedging                           3.9        (4.0)        (6.1) 
(Losses)/gains on financial instruments classified 
 as available for sale: 
  Sovereign and central bank debt                           (0.7)            -            - 
  Equity shares                                               0.1            -          0.2 
Available for sale investment gains transferred 
 to income statement 
 on disposal                                                    -        (4.0)        (4.2) 
Tax relating to items that may be reclassified              (0.9)          1.9          0.9 
----------------------------------------------------  -----------  -----------  ----------- 
 
                                                              2.6        (4.5)        (6.0) 
----------------------------------------------------  -----------  -----------  ----------- 
Other comprehensive income/(expense) that will 
 not be 
 reclassified to income statement 
Defined benefit pension scheme gains/(losses)                 2.8        (1.7)        (1.9) 
Tax relating to items that will not be reclassified         (0.6)          0.3          0.3 
----------------------------------------------------  -----------  -----------  ----------- 
 
                                                              2.2        (1.4)        (1.6) 
----------------------------------------------------  -----------  -----------  ----------- 
 
Other comprehensive income/(expense) for the 
 period, net of tax                                           4.8        (5.9)        (7.6) 
 
Total comprehensive income for the period                   101.4         82.7        178.7 
----------------------------------------------------  -----------  -----------  ----------- 
 
Attributable to 
Non-controlling interests                                   (0.2)            -        (0.2) 
Shareholders                                                101.6         82.7        178.9 
----------------------------------------------------  -----------  -----------  ----------- 
 
                                                            101.4         82.7        178.7 
----------------------------------------------------  -----------  -----------  ----------- 
 

Consolidated Balance Sheet

at 31 January 2017

 
                                                             31 January             31 July 
                                                      ------------------------ 
                                                             2017         2016         2016 
                                                        Unaudited    Unaudited      Audited 
                                                Note  GBP million  GBP million  GBP million 
----------------------------------------------------  -----------  -----------  ----------- 
Assets 
Cash and balances at central banks                        1,120.8        809.7        847.4 
Settlement balances                                         460.7        332.2        478.1 
Loans and advances to banks                                 103.6         88.3        121.5 
Loans and advances to customers                    6      6,543.8      5,968.8      6,431.6 
Debt securities                                    7        200.5        213.1        221.3 
Equity shares                                      8         35.6         37.7         28.2 
Loans to money brokers against stock advanced                55.4         47.7         52.4 
Derivative financial instruments                             29.8         30.0         44.7 
Intangible assets                                           161.4        143.7        147.9 
Property, plant and equipment                               201.0        164.9        185.8 
Deferred tax assets                                          51.5         51.3         55.2 
Prepayments, accrued income and other assets                161.3        133.4        134.1 
 
Total assets                                              9,125.4      8,020.8      8,748.2 
 
Liabilities 
Settlement balances and short positions            9        466.3        350.2        475.6 
Deposits by banks                                 10         70.0         48.8         71.1 
Deposits by customers                             10      4,864.9      4,615.2      4,894.6 
Loans and overdrafts from banks                   10        418.9        315.9        469.1 
Debt securities in issue                          10      1,703.1      1,394.3      1,422.8 
Loans from money brokers against stock advanced              10.1         10.0         30.0 
Derivative financial instruments                             17.9          9.6         16.3 
Current tax liabilities                                      25.1         25.1         20.0 
Accruals, deferred income and other liabilities             188.7        178.8        205.4 
Subordinated loan capital                         10        219.4         46.4         46.4 
 
Total liabilities                                         7,984.4      6,994.3      7,651.3 
------------------------------------------------      -----------  -----------  ----------- 
 
Equity 
Called up share capital                                      37.7         37.7         37.7 
Share premium account                                       284.0        284.0        284.0 
Retained earnings                                           840.7        728.9        797.5 
Other reserves                                             (21.1)       (24.1)       (22.1) 
 
Total shareholders' equity                                1,141.3      1,026.5      1,097.1 
------------------------------------------------      -----------  -----------  ----------- 
 
Non-controlling interests                                   (0.3)            -        (0.2) 
------------------------------------------------      -----------  -----------  ----------- 
 
Total equity                                              1,141.0      1,026.5      1,096.9 
------------------------------------------------      -----------  -----------  ----------- 
 
Total liabilities and equity                              9,125.4      8,020.8      8,748.2 
------------------------------------------------      -----------  -----------  ----------- 
 
 

Consolidated Statement of CHANGES IN EQUITY

for the six months ended 31 January 2017

 
                                                              Other reserves 
                                               -------------------------------------------- 
                                               Available  Share-based                  Cash         Total 
               Called up     Share              for sale     payments    Exchange      flow  attributable   Non-controlling 
                   share   premium   Retained  movements      reserve   movements   hedging     to equity         interests     Total 
                 capital   account   earnings    reserve                  reserve   reserve       holders                      equity 
             GBP million       GBP        GBP        GBP  GBP million         GBP       GBP   GBP million       GBP million       GBP 
                           million    million    million                  million   million                                   million 
------------------------  --------  ---------  ---------  -----------  ----------  --------  ------------  ----------------  -------- 
At 1 August 
 2015 
  (audited)         37.7     284.0      694.4        3.3        (4.5)       (2.8)     (2.3)       1,009.8               0.1   1,009.9 
-----------------  -----  --------  ---------  ---------  -----------  ----------  --------  ------------  ----------------  -------- 
Profit/(loss) 
 for the 
 period                -         -       88.6          -            -           -         -          88.6                 -      88.6 
Other 
 comprehensive 
 (expense)/income 
 for the period        -         -      (1.4)      (3.3)            -         1.6     (2.8)         (5.9)                 -     (5.9) 
-----------------  -----  --------  ---------  ---------  -----------  ----------  --------  ------------  ----------------  -------- 
Total 
 comprehensive 
 income/(expense) 
 for the period        -         -       87.2      (3.3)            -         1.6     (2.8)          82.7                 -      82.7 
Exercise of            -         -          -          -            -           -         -             -                 -         - 
 options 
Dividends paid         -         -     (52.3)          -            -           -         -        (52.3)                 -    (52.3) 
Shares purchased       -         -          -          -       (24.6)           -         -        (24.6)                 -    (24.6) 
Shares issued          -         -          -          -            -           -         -             -                 -         - 
Shares released        -         -          -          -         10.6           -         -          10.6                 -      10.6 
Other movements        -         -      (1.1)          -          0.7           -         -         (0.4)             (0.1)     (0.5) 
Income tax             -         -        0.7          -            -           -         -           0.7                 -       0.7 
-----------------  -----  --------  ---------  ---------  -----------  ----------  --------  ------------  ----------------  -------- 
At 31 January 
 2016 
  (unaudited)       37.7     284.0      728.9          -       (17.8)       (1.2)     (5.1)       1,026.5                 -   1,026.5 
-----------------  -----  --------  ---------  ---------  -----------  ----------  --------  ------------  ----------------  -------- 
 
Profit for the 
 period                -         -       97.9          -            -           -         -          97.9             (0.2)      97.7 
Other 
 comprehensive 
 income/(expense) 
 for the period        -         -      (0.2)          -            -         0.1     (1.6)         (1.7)                 -     (1.7) 
-----------------  -----  --------  ---------  ---------  -----------  ----------  --------  ------------  ----------------  -------- 
Total 
 comprehensive 
 income/(expense) 
 for the period        -         -       97.7          -            -         0.1     (1.6)          96.2             (0.2)      96.0 
Exercise of            -         -          -          -            -           -         -             -                 -         - 
 options 
Dividends paid         -         -     (28.0)          -            -           -         -        (28.0)                 -    (28.0) 
Shares purchased       -         -          -          -          0.2           -         -           0.2                 -       0.2 
Shares issued          -         -          -          -            -           -         -             -                 -         - 
Shares released        -         -          -          -          2.2           -         -           2.2                 -       2.2 
Other movements        -         -      (1.4)          -          1.1           -         -         (0.3)                 -     (0.3) 
Income tax             -         -        0.3          -            -           -         -           0.3                 -       0.3 
-----------------  -----  --------  ---------  ---------  -----------  ----------  --------  ------------  ----------------  -------- 
At 31 July 2016 
  (audited)         37.7     284.0      797.5          -       (14.3)       (1.1)     (6.7)       1,097.1             (0.2)   1,096.9 
-----------------  -----  --------  ---------  ---------  -----------  ----------  --------  ------------  ----------------  -------- 
 
Profit for the 
 period                -         -       96.8          -            -           -         -          96.8             (0.2)      96.6 
Other 
 comprehensive 
 (expense)/income 
 for the period        -         -        2.2      (0.4)            -         0.2       2.8           4.8                 -       4.8 
-----------------  -----  --------  ---------  ---------  -----------  ----------  --------  ------------  ----------------  -------- 
Total 
 comprehensive 
 income/(expense) 
 for the period        -         -       99.0      (0.4)            -         0.2       2.8         101.6             (0.2)     101.4 
Exercise of            -         -          -          -            -           -         -             -                 -         - 
 options 
Dividends paid         -         -     (56.0)          -            -           -         -        (56.0)                 -    (56.0) 
Shares purchased       -         -          -          -       (12.7)           -         -        (12.7)                 -    (12.7) 
Shares issued          -         -          -          -            -           -         -             -                 -         - 
Shares released        -         -          -          -         13.3           -         -          13.3                 -      13.3 
Other movements        -         -      (0.7)          -        (2.2)           -         -         (2.9)               0.1     (2.8) 
Income tax             -         -        0.9          -            -           -         -           0.9                 -       0.9 
-----------------  -----  --------  ---------  ---------  -----------  ----------  --------  ------------  ----------------  -------- 
At 31 January 
 2017 
  (unaudited)       37.7     284.0      840.7      (0.4)       (15.9)       (0.9)     (3.9)       1,141.3             (0.3)   1,141.0 
-----------------  -----  --------  ---------  ---------  -----------  ----------  --------  ------------  ----------------  -------- 
 
 

Consolidated Cash Flow Statement

for the six months ended 31 January 2017

 
                                                                 Six months ended        Year ended 
                                                                    31 January              31 July 
                                                             ------------------------ 
                                                                    2017         2016          2016 
                                                               Unaudited    Unaudited       Audited 
                                                       Note  GBP million  GBP million   GBP million 
-----------------------------------------------------------  -----------  -----------  ------------ 
Net cash inflow/(outflow) from operating activities   14(a)        359.2      (142.3)        (18.8) 
----------------------------------------------------  -----  -----------  -----------  ------------ 
 
Net cash (outflow)/inflow from investing activities 
Purchase of: 
Property, plant and equipment                                      (5.4)        (4.6)        (13.6) 
Intangible assets - software                                      (11.5)        (7.4)        (21.7) 
Subsidiaries and non-controlling interest             14(b)        (6.3)            -         (3.6) 
Sale of: 
Property, plant and equipment                                        0.1          0.1           0.1 
Equity shares held for investment                                      -          6.1           7.6 
Subsidiary                                            14(c)        (0.3)          2.3           2.3 
 
                                                                  (23.4)        (3.5)        (28.9) 
----------------------------------------------------  -----  -----------  -----------  ------------ 
 
Net cash inflow/(outflow) before financing 
 activities                                                        335.8      (145.8)        (47.7) 
----------------------------------------------------  -----  -----------  -----------  ------------ 
 
Financing activities                                  14(d) 
Purchase of own shares for employee share 
 award schemes                                                    (12.7)       (24.6)        (24.4) 
Equity dividends paid                                             (56.0)       (52.3)        (80.3) 
Interest paid on subordinated loan capital 
 and debt financing                                                (8.2)        (8.2)        (28.0) 
 
Net increase/(decrease) in cash                                    258.9      (230.9)       (180.4) 
Cash and cash equivalents at beginning of 
 period                                                            923.3      1,103.7       1,103.7 
----------------------------------------------------  -----  -----------  -----------  ------------ 
 
Cash and cash equivalents at end of period            14(e)      1,182.2        872.8         923.3 
----------------------------------------------------  -----  -----------  -----------  ------------ 
 
 

THE NOTES

1. Basis of preparation and accounting policies

The half yearly financial information has been prepared in accordance with the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority and in accordance with the International Financial Reporting Standards ("IFRS") endorsed by the European Union. These include International Accounting Standard ("IAS") 34, Interim Financial Reporting, which specifically addresses the contents of condensed half yearly financial statements. The consolidated financial statements incorporate the individual financial statements of Close Brothers Group plc and the entities it controls, using the acquisition method of accounting. The accounting policies applied are consistent with those set out on pages 94 to 98 of the Annual Report 2016.

After making enquiries, the directors have a reasonable expectation that the company and the group as a whole have adequate resources to continue in operational existence for the foreseeable future, a period of not less than 12 months from the date of this report. For this reason, they continue to adopt the going concern basis in preparing the condensed consolidated half yearly financial statements.

The preparation of the half yearly report requires management to make estimates and assumptions that affect the reported income and expense, assets and liabilities and disclosure of contingencies at the date of the half yearly report. Although these estimates and assumptions are based on the management's best judgement at that date, actual results may differ from these estimates. There have been no significant changes in the basis upon which estimates have been determined compared to that applied at 31 July 2016.

The half yearly report is unaudited and does not constitute statutory accounts within the meaning of Section 434 of the Companies Act 2006. However, the information has been reviewed by the company's auditor, Deloitte LLP, and their report appears on page 19.

The financial information for the year ended 31 July 2016 contained within this half yearly report does not constitute statutory accounts as defined in Section 434 of the Companies Act 2006. A copy of those statutory accounts has been reported on by Deloitte LLP and delivered to the Registrar of Companies. The report of the auditor on those statutory accounts was unqualified, did not contain an emphasis of matter paragraph and did not contain a statement under Section 498(2) or (3) of the Companies Act 2006.

As disclosed in the Annual Report 2016, following a review of our financial reporting, we have implemented minor changes to the calculation of key metrics in the Banking division to better represent the contribution of operating lease assets and the role of Treasury. This has resulted in depreciation of operating lease assets, previously included in administrative expenses, to be reported as a cost of sales and included in operating income in the consolidated income statement.

To enable comparisons and in line with the treatment adopted in the consolidated income statement for the period ended 31 January 2017, the comparative information for the period ended 31 January 2016 has also been re-presented. This has resulted in non-interest income and operating income decreasing by GBP9.4 million with a corresponding decrease in administrative expenses and total operating expenses before amortisation of intangible assets on acquisition. There has been no impact on profit attributable to shareholders or equity.

2. Segmental analysis

The directors manage the group by class of business and we present the segmental analysis on that basis. As announced on 20 February 2017, following the growth of the group and particularly the Banking division in recent years, the group's activities are now presented in five (2016: three) operating divisions: Commercial Finance, Retail Finance, Property Finance (previously all Banking), Securities and Asset Management. The day-to-day operations of these businesses remain unchanged. Prior periods have been re-presented for comparability.

In the segmental reporting information that follows, Group consists of central functions as well as various non-trading head office companies and consolidation adjustments and is presented in order that the information presented reconciles to the consolidated income statement. The Group balance sheet primarily includes treasury assets and liabilities comprising cash and balances at central banks, debt securities, customer deposits and other borrowings.

Divisions continue to charge market prices for the limited services rendered to other parts of the group. Funding charges between segments take into account commercial demands. More than 90% of the group's activities, revenue and assets are located in the UK.

Summary Income Statement for the six months ended 31 January 2017

 
                        Banking 
                       Retail   Commercial   Property                      Asset      Group 
                      Finance      Finance    Finance    Securities   Management                 Total 
                  GBP million          GBP        GBP   GBP million          GBP        GBP        GBP 
                                   million    million                    million    million    million 
 ----------------------------  -----------  ---------  ------------  -----------  ---------  --------- 
 Net interest 
  income/(expense)       98.2         72.2       57.0         (0.5)        (0.1)        0.3        227.1 
 Non-interest 
  income                 12.1         33.4        1.1          54.4         50.2          -        151.2 
-------------------  --------  -----------  ---------  ------------  -----------  ---------  ----------- 
 
 Operating income       110.3        105.6       58.1          53.9         50.1        0.3        378.3 
-------------------  --------  -----------  ---------  ------------  -----------  ---------  ----------- 
 Administrative 
  expenses             (52.7)       (57.7)     (12.9)        (38.6)       (39.9)     (12.1)      (213.9) 
 Depreciation and 
  amortisation          (5.8)        (3.8)      (1.1)         (0.9)        (1.1)      (0.2)       (12.9) 
 Impairment losses 
  on 
  loans and 
  advances             (11.9)        (7.6)        2.2             -            -          -       (17.3) 
-------------------  --------  -----------  ---------  ------------  -----------  ---------  ----------- 
 Total operating 
  expenses             (70.4)       (69.1)     (11.8)        (39.5)       (41.0)     (12.3)      (244.1) 
-------------------  --------  -----------  ---------  ------------  -----------  ---------  ----------- 
 Adjusted operating 
  profit/(loss)(1)       39.9         36.5       46.3          14.4          9.1     (12.0)        134.2 
 Amortisation of 
  intangible 
  assets on 
  acquisition               -        (0.3)          -             -        (2.5)          -        (2.8) 
-------------------  --------  -----------  ---------  ------------  -----------  ---------  ----------- 
 Operating 
  profit/(loss) 
  before tax             39.9         36.2       46.3          14.4          6.6     (12.0)        131.4 
-------------------  --------  -----------  ---------  ------------  -----------  ---------  ----------- 
 
 External operating 
  income/(expense)      134.2       130. 7       69.8          53.9         50.3     (60.6)        378.3 
 Inter segment 
  operating 
  income/(expense)     (23.9)       (25.1)     (11.7)             -        (0.2)       60.9            - 
-------------------  --------  -----------  ---------  ------------  -----------  ---------  ----------- 
 Segment operating 
  income                110.3        105.6       58.1          53.9         50.1        0.3        378.3 
-------------------  --------  -----------  ---------  ------------  -----------  ---------  ----------- 
 
 

1 Adjusted operating profit/(loss) is stated before amortisation of intangible assets on acquisition, profit on disposal of discontinued

operations and tax.

Balance Sheet Information at 31 January 2017

 
                                  Banking 
                       Retail    Commercial      Property                          Asset      Group(2) 
                      Finance       Finance       Finance     Securities      Management                       Total 
                  GBP million   GBP million   GBP million    GBP million     GBP million   GBP million   GBP million 
---------------  ------------  ------------  ------------  -------------  --------------  ------------  ------------ 
 Total 
  assets(1)           2,570.8       2,643.2       1,504.8          626.7           105.3       1,674.6       9,125.4 
---------------  ------------  ------------  ------------  -------------  --------------  ------------  ------------ 
 Total 
  liabilities               -             -             -          556.8            49.7       7,377.9       7,984.4 
---------------  ------------  ------------  ------------  -------------  --------------  ------------  ------------ 
 
 

1 Total assets for the Banking operating segments comprise the loan book and operating lease assets only.

2 Includes GBP1,665.5 million assets and GBP7,485.3 million liabilities attributable to the Banking division primarily comprising the

treasury balances described in the second paragraph of this note.

Equity is allocated across the Group as set out below with equity managed for the Banking division as a whole rather than on a segmental basis. Equity for the Banking division is inclusive of the loan book and operating lease assets of GBP6,718.8 million, as well as assets and liabilities of GBP1,665.5 million and GBP7,485.3 million respectively primarily comprising treasury balances which are included within the Group column above.

 
               Banking                  Asset Management 
                 total     Securities                            Group         Total 
           GBP million    GBP million        GBP million   GBP million   GBP million 
--------  ------------  -------------  -----------------  ------------  ------------ 
 Equity          899.0           69.9               55.6         116.5       1,141.0 
--------  ------------  -------------  -----------------  ------------  ------------ 
 

Summary Income Statement for the six months ended 31 January 2016(1)

 
                        Banking 
                        Retail   Commercial   Property                      Asset      Group 
                       Finance      Finance    Finance    Securities   Management                  Total 
                   GBP million          GBP        GBP   GBP million          GBP        GBP         GBP 
                                    million    million                    million    million     million 
 -----------------------------  -----------  ---------  ------------  -----------  ---------  ---------- 
 Net interest 
  income/(expense)        89.4         67.2       50.4         (0.2)            -        0.2         207.0 
 Non-interest 
  income                  11.0         30.0        0.7          35.4         47.0        0.5         124.6 
-------------------  ---------  -----------  ---------  ------------  -----------  ---------  ------------ 
 
 Operating income        100.4         97.2       51.1          35.2         47.0        0.7         331.6 
-------------------  ---------  -----------  ---------  ------------  -----------  ---------  ------------ 
 Administrative 
  expenses              (47.4)       (54.2)     (12.2)        (27.7)       (37.8)     (13.1)       (192.4) 
 Depreciation and 
  amortisation           (5.9)        (3.0)      (0.9)         (0.7)        (0.8)          -        (11.3) 
 Impairment losses 
  on 
  loans and 
  advances               (8.2)        (6.5)      (2.0)             -            -          -        (16.7) 
-------------------  ---------  -----------  ---------  ------------  -----------  ---------  ------------ 
 Total operating 
  expenses              (61.5)       (63.7)     (15.1)        (28.4)       (38.6)     (13.1)       (220.4) 
-------------------  ---------  -----------  ---------  ------------  -----------  ---------  ------------ 
 Adjusted operating 
  profit/(loss)(1)        38.9         33.5       36.0           6.8          8.4     (12.4)         111.2 
 Amortisation of 
  intangible 
  assets on 
  acquisition            (0.1)        (0.1)          -             -        (2.3)          -         (2.5) 
-------------------  ---------  -----------  ---------  ------------  -----------  ---------  ------------ 
 Operating 
  profit/(loss) 
  before tax              38.8         33.4       36.0           6.8          6.1     (12.4)         108.7 
-------------------  ---------  -----------  ---------  ------------  -----------  ---------  ------------ 
 External operating 
  income/(expense)       124.8        122.5       63.5          35.2         47.3     (61.7)         331.6 
 Inter segment 
  operating 
  income/(expense)      (24.4)       (25.3)     (12.4)             -        (0.3)       62.4             - 
-------------------  ---------  -----------  ---------  ------------  -----------  ---------  ------------ 
 Segment operating 
  income                 100.4         97.2       51.1          35.2         47.0        0.7         331.6 
-------------------  ---------  -----------  ---------  ------------  -----------  ---------  ------------ 
 
 

1 Re-presented - see note 1.

2 Adjusted operating profit/(loss) is stated before amortisation of intangible assets on acquisition, profit on disposal of discontinued

operations and tax.

Balance Sheet Information at 31 January 2016

 
                                  Banking 
                       Retail    Commercial      Property                          Asset      Group(2) 
                      Finance       Finance       Finance     Securities      Management                       Total 
                  GBP million   GBP million   GBP million    GBP million     GBP million   GBP million   GBP million 
---------------  ------------  ------------  ------------  -------------  --------------  ------------  ------------ 
 Total 
  assets(1)           2,332.3       2,418.3       1,358.2          477.5           105.7       1,328.8       8,020.8 
---------------  ------------  ------------  ------------  -------------  --------------  ------------  ------------ 
 Total 
  liabilities               -             -             -          408.1            53.2       6,533.0       6,994.3 
---------------  ------------  ------------  ------------  -------------  --------------  ------------  ------------ 
 
 

1 Total assets for the Banking operating segments comprise the loan book and operating lease assets only.

2 Includes GBP1,323.0 million assets and GBP6,705.2 million liabilities attributable to the Banking division primarily comprising the treasury

balances described in the second paragraph of this note.

 
                  Banking                  Asset Management 
                    total     Securities                            Group         Total 
              GBP million    GBP million        GBP million   GBP million   GBP million 
-----------  ------------  -------------  -----------------  ------------  ------------ 
 Equity(1)          726.6           69.4               52.5         178.0       1,026.5 
-----------  ------------  -------------  -----------------  ------------  ------------ 
 

1 Equity for the Banking division is inclusive of the loan book and operating lease assets of GBP6,108.8 million, as well as assets and

liabilities of GBP1,323.0 million and GBP6,705.2 million respectively primarily comprising treasury balances which are included within the

Group column.

Summary Income Statement for the year ended 31 July 2016

 
                         Banking 
                         Retail   Commercial   Property                      Asset       Group 
                        Finance      Finance    Finance    Securities   Management                   Total 
                    GBP million          GBP        GBP   GBP million          GBP         GBP         GBP 
                                     million    million                    million     million     million 
 ------------------------------  -----------  ---------  ------------  -----------  ----------  ---------- 
 Net interest 
  income/(expense)        181.1        139.2      101.9         (0.6)          0.4         0.6         422.6 
 Non-interest 
  income                   23.5         63.1        2.4          82.9         91.9         1.0         264.8 
-------------------  ----------  -----------  ---------  ------------  -----------  ----------  ------------ 
 
 Operating income         204.6        202.3      104.3          82.3         92.3         1.6         687.4 
-------------------  ----------  -----------  ---------  ------------  -----------  ----------  ------------ 
 Administrative 
  expenses               (95.5)      (110.3)     (23.9)        (61.7)       (75.9)      (24.2)       (391.5) 
 Depreciation and 
  amortisation           (12.2)        (5.9)      (2.5)         (1.6)        (2.0)       (0.2)        (24.4) 
 Impairment losses 
  on 
  loans and 
  advances               (17.8)       (16.5)      (3.6)             -            -           -        (37.9) 
-------------------  ----------  -----------  ---------  ------------  -----------  ----------  ------------ 
 Total operating 
  expenses              (125.5)      (132.7)     (30.0)        (63.3)       (77.9)      (24.4)       (453.8) 
-------------------  ----------  -----------  ---------  ------------  -----------  ----------  ------------ 
 Adjusted operating 
  profit/(loss)(1)         79.1         69.6       74.3          19.0         14.4      (22.8)         233.6 
 Amortisation of 
  intangible 
  assets on 
  acquisition             (0.3)        (0.2)          -             -        (4.6)           -         (5.1) 
-------------------  ----------  -----------  ---------  ------------  -----------  ----------  ------------ 
 Operating 
  profit/(loss) 
  before tax               78.8         69.4       74.3          19.0          9.8      (22.8)         228.5 
-------------------  ----------  -----------  ---------  ------------  -----------  ----------  ------------ 
 External operating 
  income/(expense)        251.9        272.1      128.3          82.3         92.9     (140.1)         687.4 
 Inter segment 
  operating 
  income/(expense)       (47.3)       (69.8)     (24.0)             -        (0.6)       141.7             - 
-------------------  ----------  -----------  ---------  ------------  -----------  ----------  ------------ 
 Segment operating 
  income                  204.6        202.3      104.3          82.3         92.3         1.6         687.4 
-------------------  ----------  -----------  ---------  ------------  -----------  ----------  ------------ 
 
 

1 Adjusted operating profit/(loss) is stated before amortisation of intangible assets on acquisition, profit on disposal of discontinued

operations and tax.

Balance Sheet Information at 31 July 2016

 
                                  Banking 
                       Retail    Commercial      Property                          Asset      Group(2) 
                      Finance       Finance       Finance     Securities      Management                       Total 
                  GBP million   GBP million   GBP million    GBP million     GBP million   GBP million   GBP million 
---------------  ------------  ------------  ------------  -------------  --------------  ------------  ------------ 
 Total 
  assets(1)           2,511.0       2,623.2       1,457.2          647.5           104.8       1,404.5       8,748.2 
---------------  ------------  ------------  ------------  -------------  --------------  ------------  ------------ 
 Total 
  liabilities               -             -             -          577.8            49.1       7,024.4       7,651.3 
---------------  ------------  ------------  ------------  -------------  --------------  ------------  ------------ 
 
 

1 Total assets for the Banking operating segments comprise the loan book and operating lease assets only.

2 Includes GBP1,400.0 million assets and GBP7,198.2 million liabilities attributable to the Banking division primarily comprising the treasury

balances described in the second paragraph of this note.

 
                  Banking                  Asset Management 
                    total     Securities                            Group         Total 
              GBP million    GBP million        GBP million   GBP million   GBP million 
-----------  ------------  -------------  -----------------  ------------  ------------ 
 Equity(1)          793.2           69.7               55.7         178.3       1,096.9 
-----------  ------------  -------------  -----------------  ------------  ------------ 
 

1 Equity for the Banking division is inclusive of the loan book and operating lease assets of GBP6,591.4 million, as well as assets and

liabilities of GBP1,400.0 million and GBP7,198.2 million respectively primarily comprising treasury balances which are included within the

Group column.

3. Taxation

 
                                                               Six months ended         Year ended 
                                                                   31 January              31 July 
                                                          -------------------------- 
                                                                  2017          2016          2016 
                                                           GBP million   GBP million   GBP million 
--------------------------------------------------------  ------------  ------------  ------------ 
 Tax charged/(credited) to the income statement 
 Current tax: 
 UK corporation tax                                               32.8          31.6          56.5 
 Foreign tax                                                       1.2           1.5           2.5 
 Adjustments in respect of previous periods                          -         (2.1)         (1.1) 
--------------------------------------------------------  ------------  ------------  ------------ 
                                                                  34.0          31.0          57.9 
 Deferred tax: 
 Deferred tax charge/(credit) for the current 
  period                                                           0.7        (13.0)        (16.5) 
 Adjustments in respect of previous periods                        0.1           2.1           0.8 
--------------------------------------------------------  ------------  ------------  ------------ 
 
                                                                  34.8          20.1          42.2 
--------------------------------------------------------  ------------  ------------  ------------ 
 
 Tax on items not (credited)/charged to the income 
  statement 
 Current tax relating to: 
 Financial instruments classified as available                   (0.2)             -             - 
  for sale 
 Share-based payments                                            (0.9)         (1.9)         (2.1) 
 Deferred tax relating to: 
 Cash flow hedging                                                 1.1         (1.2)         (1.7) 
 Defined benefit pension scheme                                    0.6         (0.3)         (0.3) 
 Financial instruments classified as available 
  for sale                                                           -         (0.7)         (0.7) 
 Share-based payments                                                -           1.2           1.1 
 Currency translation gains/(losses)                                 -             -           1.5 
--------------------------------------------------------  ------------  ------------  ------------ 
 
                                                                   0.6         (2.9)         (2.2) 
--------------------------------------------------------  ------------  ------------  ------------ 
 
 Reconciliation to tax expense 
 UK corporation tax for the period at 19.7% (2016: 
  20.0%) on 
  operating profit                                                25.9          21.7          45.7 
 Gain on sale of subsidiaries and available for 
  sale investment                                                (0.3)             -         (0.5) 
 Effect of different tax rates in other jurisdictions            (0.1)         (0.3)         (0.6) 
 Disallowable items and other permanent differences                0.6           0.7           1.5 
 Banking surcharge                                                 7.6           3.4           8.2 
 Deferred tax impact of (increased)/decreased tax rates            1.1         (5.4)        (11.8) 
 Prior period tax provision                                          -             -         (0.3) 
--------------------------------------------------------  ------------  ------------  ------------ 
 
                                                                  34.8          20.1          42.2 
--------------------------------------------------------  ------------  ------------  ------------ 
 
 

The effective tax rate for the period is 26.5% (six months ended 31 January 2016: 18.5%; year ended 31 July 2016: 18.5%), representing the best estimate of the annual effective tax rate expected for the full year.

The standard UK corporation tax rate for the financial year is 19.7% (six months ended 31 January 2016: 20.0%; year ended 31 July 2016: 20.0%). However an additional 8% surcharge applies to banking company profits as defined in legislation. The effective tax rate is above the UK corporation tax rate primarily due to the surcharge applying to most of the group's profits, and a write down of deferred tax assets due to a 1% cut in the standard corporation tax rate applying from April 2020 which was passed into law in the period.

4. Earnings per share

The calculation of basic earnings per share is based on the profit attributable to shareholders and the number of basic weighted average shares. When calculating the diluted earnings per share, the weighted average number of shares in issue is adjusted for the effects of all dilutive share options and awards.

 
                       Six months ended   Year ended 
                          31 January         31 July 
                      ------------------ 
                          2017      2016        2016 
--------------------  --------  --------  ---------- 
Earnings per share 
Basic                    65.1p     59.7p      125.7p 
--------------------  --------  --------  ---------- 
Diluted                  64.9p     58.9p      124.3p 
--------------------  --------  --------  ---------- 
Adjusted basic(1)        66.6p     61.1p      128.4p 
--------------------  --------  --------  ---------- 
Adjusted diluted(1)      66.4p     60.3p      127.0p 
--------------------  --------  --------  ---------- 
 

1 Excludes amortisation of intangible assets on acquisition, discontinued operations and their tax effects.

 
                                                       Six months ended       Year ended 
                                                          31 January             31 July 
                                                   ------------------------ 
                                                          2017         2016         2016 
                                                   GBP million  GBP million  GBP million 
-------------------------------------------------  -----------  -----------  ----------- 
Profit attributable to shareholders                       96.8         88.6        186.5 
 
Adjustment: 
Amortisation of intangible assets on acquisition           2.8          2.5          5.1 
Tax effect of adjustment                                 (0.6)        (0.5)        (1.0) 
-------------------------------------------------  -----------  -----------  ----------- 
 
Adjusted profit attributable to shareholders              99.0         90.6        190.6 
-------------------------------------------------  -----------  -----------  ----------- 
 
                                                       Six months ended       Year ended 
                                                          31 January             31 July 
                                                   ------------------------ 
                                                          2017         2016         2016 
                                                       million      million      million 
-------------------------------------------------  -----------  -----------  ----------- 
Average number of shares 
Basic weighted                                           148.6        148.4        148.4 
Effect of dilutive share options and awards                0.6          1.9          1.7 
-------------------------------------------------  -----------  -----------  ----------- 
 
Diluted weighted                                         149.2        150.3        150.1 
-------------------------------------------------  -----------  -----------  ----------- 
 

5. Dividends

 
                                                        Six months ended       Year ended 
                                                           31 January             31 July 
                                                    ------------------------ 
                                                           2017         2016         2016 
                                                    GBP million  GBP million  GBP million 
--------------------------------------------------  -----------  -----------  ----------- 
For each ordinary share 
Interim dividend for previous financial year paid 
 in April 2016: 19.0p                                         -            -         28.0 
Final dividend for previous financial year paid 
 in November 2016: 38.0p 
 (November 2015: 35.5p)                                    56.0         52.3         52.3 
 
                                                           56.0         52.3         80.3 
--------------------------------------------------  -----------  -----------  ----------- 
 

An interim dividend relating to the six months ended 31 January 2017 of 20.0p, amounting to an estimated GBP29.5 million, is declared. This interim dividend, which is due to be paid on 26 April 2017 to shareholders on the register at 24 March 2017, is not reflected in these financial statements.

6. Loans and advances to customers

The contractual maturity of loans and advances to customers is set out below:

 
                                         Between 
                                           three 
                            Within        months       Between       Between         After 
                  On         three       and one       one and       two and     more than    Impairment 
              demand        months          year     two years          five    five years    provisions         Total 
                                                                       years 
         GBP million   GBP million   GBP million   GBP million   GBP million   GBP million   GBP million   GBP million 
--------------------  ------------  ------------  ------------  ------------  ------------  ------------  ------------ 
 At 31 
  January 
  2017          58.3       1,900.7       1,872.4       1,324.6       1,355.9          81.9        (50.0)       6,543.8 
-------------  -----  ------------  ------------  ------------  ------------  ------------  ------------  ------------ 
 At 31 
  January 
  2016          87.0       1,614.5       1,801.2       1,160.3       1,304.6          55.0        (53.8)       5,968.8 
-------------  -----  ------------  ------------  ------------  ------------  ------------  ------------  ------------ 
 At 31 July 
  2016          58.1       1,746.0       2,014.4       1,279.3       1,328.2          65.3        (59.7)       6,431.6 
-------------  -----  ------------  ------------  ------------  ------------  ------------  ------------  ------------ 
 
 
                                                       31 January               31 July 
                                               -------------------------- 
                                                       2017          2016          2016 
                                                GBP million   GBP million   GBP million 
---------------------------------------------  ------------  ------------  ------------ 
 Impairment provisions on loans and advances 
  to customers 
 Opening balance                                       59.7          56.1          56.1 
 Charge for the period                                 17.3          16.7          37.9 
 Amounts written off net of recoveries               (27.0)        (19.0)        (34.3) 
---------------------------------------------  ------------  ------------  ------------ 
 
 Impairment provisions                                 50.0          53.8          59.7 
---------------------------------------------  ------------  ------------  ------------ 
 

At 31 January 2017, gross impaired loans were GBP126.2 million (31 January 2016: GBP160.0 million; 31 July 2016: GBP158.5 million) and equate to 2% (31 January 2016: 3%; 31 July 2016: 2%) of the gross loan book before impairment provisions. The majority of the group's lending is secured and therefore the gross impaired loans quoted do not reflect the expected loss.

7. Debt securities

 
                                                 Held for     Available      Loans and 
                                                  trading      for sale    receivables         Total 
                                              GBP million   GBP million    GBP million   GBP million 
-------------------------------------------  ------------  ------------  -------------  ------------ 
 Long trading positions in debt securities           14.5             -              -          14.5 
 Certificates of deposit                                -             -          145.3         145.3 
 Sovereign and central bank debt                        -          40.7              -          40.7 
 
 At 31 January 2017                                  14.5          40.7          145.3         200.5 
-------------------------------------------  ------------  ------------  -------------  ------------ 
 
 
                                                 Held for     Available      Loans and 
                                                  trading      for sale    receivables         Total 
                                              GBP million   GBP million    GBP million   GBP million 
-------------------------------------------  ------------  ------------  -------------  ------------ 
 Long trading positions in debt securities           12.2             -              -          12.2 
 Certificates of deposit                                -             -          200.9         200.9 
 Sovereign and central bank debt                        -             -              -             - 
 
 At 31 January 2016                                  12.2             -          200.9         213.1 
-------------------------------------------  ------------  ------------  -------------  ------------ 
 
 
                                                 Held for     Available      Loans and 
                                                  trading      for sale    receivables         Total 
                                              GBP million   GBP million    GBP million   GBP million 
-------------------------------------------  ------------  ------------  -------------  ------------ 
 Long trading positions in debt securities           20.3             -              -          20.3 
 Certificates of deposit                                -             -          201.0         201.0 
 Sovereign and central bank debt                        -             -              -             - 
-------------------------------------------  ------------  ------------  -------------  ------------ 
 
 At 31 July 2016                                     20.3             -          201.0         221.3 
-------------------------------------------  ------------  ------------  -------------  ------------ 
 

Movements in the book value of sovereign and central bank debt held as available for sale during the period

comprise:

 
                                    Sovereign and 
                                central bank debt 
                                      GBP million 
-----------------------------------  ------------ 
 At 1 August 2015                            20.1 
 Additions                                      - 
 Disposals                                      - 
 Redemptions at maturity                   (20.0) 
 Currency translation differences               - 
 Movement in value                          (0.1) 
 
 At 31 January 2016                             - 
-----------------------------------  ------------ 
 
 Additions                                      - 
 Disposals                                      - 
 Redemptions at maturity                        - 
 Currency translation differences               - 
 Movement in value                              - 
 
 At 31 July 2016                                - 
-----------------------------------  ------------ 
 
 Additions                                   41.6 
 Disposals                                      - 
 Redemptions at maturity                        - 
 Currency translation differences               - 
 Movement in value                          (0.9) 
 
 At 31 January 2017                          40.7 
-----------------------------------  ------------ 
 
 

8. Equity shares

 
                                  31 January               31 July 
                          -------------------------- 
                                  2017          2016          2016 
                           GBP million   GBP million   GBP million 
------------------------  ------------  ------------  ------------ 
 Long trading positions           33.5          35.5          26.1 
 Other equity shares               2.1           2.2           2.1 
 
                                  35.6          37.7          28.2 
------------------------  ------------  ------------  ------------ 
 

Movements in the book value of other equity shares held during the period comprise:

 
                                                             Fair value 
                                                Available       through 
                                                 for sale     profit or         Total 
                                                                   loss 
                                              GBP million   GBP million   GBP million 
-------------------------------------------  ------------  ------------  ------------ 
 At 1 August 2015                                    10.0           0.1          10.1 
 Additions                                              -             -             - 
 Disposals                                          (7.5)             -         (7.5) 
 Currency translation differences                     0.2             -           0.2 
 Movement in value of: 
 Equity shares classified as available for 
  sale                                              (0.6)             -         (0.6) 
 
 At 31 January 2016                                   2.1           0.1           2.2 
-------------------------------------------  ------------  ------------  ------------ 
 
 Additions                                              -             -             - 
 Disposals                                          (0.2)             -         (0.2) 
 Currency translation differences                     0.2             -           0.2 
 Movement in value of: 
 Equity shares classified as available for 
  sale                                              (0.1)             -         (0.1) 
 
 At 31 July 2016                                      2.0           0.1           2.1 
-------------------------------------------  ------------  ------------  ------------ 
 
 Additions                                              -             -             - 
 Disposals                                              -         (0.1)         (0.1) 
 Currency translation differences                       -             -             - 
 Movement in value of: 
 Equity shares classified as available for 
  sale                                                0.1             -           0.1 
 
 At 31 January 2017                                   2.1             -           2.1 
-------------------------------------------  ------------  ------------  ------------ 
 

9. Settlement balances and short positions

 
                                             31 January               31 July 
                                     -------------------------- 
                                             2017          2016          2016 
                                      GBP million   GBP million   GBP million 
-----------------------------------  ------------  ------------  ------------ 
 Settlement balances                        442.3         325.2         456.3 
 Short positions held for trading: 
 Debt securities                             11.2          10.6           5.8 
 Equity shares                               12.8          14.4          13.5 
-----------------------------------  ------------  ------------  ------------ 
 
                                             24.0          25.0          19.3 
-----------------------------------  ------------  ------------  ------------ 
 
                                            466.3         350.2         475.6 
-----------------------------------  ------------  ------------  ------------ 
 

10. Financial liabilities

The contractual maturity of financial liabilities is set out below:

 
                            On        Within         Between       Between       Between         After 
                        demand         three    three months       one and       two and     more than         Total 
                                      months         and one     two years          five    five years 
                                                        year                       years 
                   GBP million   GBP million     GBP million   GBP million   GBP million   GBP million   GBP million 
 -----------------------------  ------------  --------------  ------------  ------------  ------------  ------------ 
 Deposits by banks        17.1          17.2            34.2           1.5             -             -          70.0 
 Deposits by 
  customers              112.8         770.7         2,284.3       1,111.8         585.3             -       4,864.9 
 Loans and 
  overdrafts 
  from banks              13.1          54.7            50.8          90.2         210.1             -         418.9 
 Debt securities 
  in issue                10.4         208.8           111.1         189.0         897.4         286.4       1,703.1 
 Subordinated loan 
  capital(1)             (0.9)           1.4             0.2             -             -         218.7         219.4 
--------------------  --------  ------------  --------------  ------------  ------------  ------------  ------------ 
 
 At 31 January 2017      152.5       1,052.8         2,480.6       1,392.5       1,692.8         505.1       7,276.3 
--------------------  --------  ------------  --------------  ------------  ------------  ------------  ------------ 
 
 

1 Comprises issuances of GBP175 million and GBP45 million with contractual maturity dates of 2027 and 2026 and optional prepayment dates of 2022 and 2021 respectively.

 
                                      Within         Between       Between       Between         After 
                            On         three    three months       one and       two and     more than 
                        demand        months         and one     two years          five    five years         Total 
                                                        year                       years 
                   GBP million   GBP million     GBP million   GBP million   GBP million   GBP million   GBP million 
 -----------------------------  ------------  --------------  ------------  ------------  ------------  ------------ 
 Deposits by banks        18.7           3.5            15.1          11.5             -             -          48.8 
 Deposits by 
  customers              496.0         896.3         2,005.0         859.2         358.7             -       4,615.2 
 Loans and overdrafts 
  from banks              12.3         153.3               -          60.3          90.0             -         315.9 
 Debt securities 
  in issue                20.5           6.6           201.0         602.2         246.2         317.8       1,394.3 
 Subordinated loan 
  capital(1)                 -           1.4               -             -             -          45.0          46.4 
---------------------  -------  ------------  --------------  ------------  ------------  ------------  ------------ 
 
 At 31 January 2016      547.5       1,061.1         2,221.1       1,533.2         694.9         362.8       6,420.6 
---------------------  -------  ------------  --------------  ------------  ------------  ------------  ------------ 
 
 

1 Comprises two issuances totalling GBP45 million with a contractual maturity date of 2026 and an optional prepayment date of 2021.

 
                                      Within         Between       Between       Between         After 
                            On         three    three months       one and       two and     more than         Total 
                        demand        months         and one     two years          five    five years 
                                                        year                       years 
                   GBP million   GBP million     GBP million   GBP million   GBP million   GBP million   GBP million 
 -----------------------------  ------------  --------------  ------------  ------------  ------------  ------------ 
 Deposits by banks        31.9           1.9            26.5          10.1           0.7             -          71.1 
 Deposits by customers   130.8         918.0         2,117.3       1,233.4         495.1             -       4,894.6 
 Loans and overdrafts 
  from banks              11.0         207.8           160.1          90.2             -             -         469.1 
 Debt securities 
  in issue                30.2           7.1           557.1         201.5         589.1          37.8       1,422.8 
 Subordinated loan 
  capital(1)                 -           1.4               -             -             -          45.0          46.4 
----------------------  ------  ------------  --------------  ------------  ------------  ------------  ------------ 
 
 At 31 July 2016         203.9       1,136.2         2,861.0       1,535.2       1,084.9          82.8       6,904.0 
----------------------  ------  ------------  --------------  ------------  ------------  ------------  ------------ 
 
 

1 Comprises two issuances totalling GBP45 million with a contractual maturity date of 2026 and an optional prepayment date of 2021.

At 31 January 2017, asset finance loan receivables of GBP745.7 million (31 January 2016: GBP745.2 million; 31 July 2016: GBP737.4 million) and part of the GBP168.1 million (31 January 2016: GBPnil; 31 July 2016: GBP168.1 million) asset-backed securities in issue retained for liquidity purposes were positioned with the Bank of England. These loan receivables and asset-backed securities were used as collateral within the Bank of England's Funding for Lending Scheme and Term Funding Scheme, against which GBP275.0 million of UK Treasury Bills (31 January 2016: GBP375.0 million; 31 July 2016: GBP451.0 million) and GBP210.0 million cash (31 January 2016: GBPnil; 31 July 2016: GBPnil) had been drawn at the reporting date. The term of these transactions is four years from the date of each drawdown.

The group also had repurchase agreements whereby GBP175.0 million (31 January 2016: GBP300.0 million; 31 July 2016: GBP451.0 million) from a total of GBP275.0 million (31 January 2016: GBP375.0 million; 31 July 2016: GBP451.0 million) UK Treasury Bills drawn, have been lent in exchange for cash included within loans and overdrafts from banks.

The Treasury Bills are not recorded on the group's consolidated balance sheet as ownership remains with the Bank of England. The risk and rewards of the loans and advances to customers remain with the group and continue to be recognised in the consolidated balance sheet.

The group has securitised without recourse and restrictions GBP1,458.2 million (31 January 2016: GBP1,200.8 million; 31 July 2016: GBP1,443.9 million) of its insurance premium and motor loan receivables in return for asset-backed securities in issue of GBP1,065.5 million (31 January 2016: GBP848.4 million; 31 July 2016: GBP1,015.9 million) which includes GBP168.1 million (31 January 2016: GBPnil; 31 July 2016: GBP168.1 million) asset-backed securities in issue retained for liquidity purposes. As the group has retained exposure to substantially all the credit risk and rewards of the residual benefit of the underlying assets it continues to recognise these assets in loans and advances to customers in its consolidated balance sheet.

11. Capital

The group's individual regulated entities and the group as a whole complied with all of the externally imposed capital requirements to which they were subject for the periods to 31 January 2017 and 31 January 2016, and the year ended 31 July 2016. The table below summarises the composition of regulatory capital and Pillar 1 risk weighted assets at those financial period ends.

 
                                                         31 January               31 July 
                                                 -------------------------- 
                                                         2017          2016          2016 
                                                  GBP million   GBP million   GBP million 
-----------------------------------------------  ------------  ------------  ------------ 
 Common equity tier 1 capital 
 Called up share capital                                 37.7          37.7          37.7 
 Share premium account                                  284.0         284.0         284.0 
 Retained earnings(1)                                   840.7         728.9         797.5 
 Other reserves recognised for common equity 
  tier 1 capital                                         19.3          20.6          21.8 
 Deductions from common equity tier 1 capital 
 Intangible assets, net of associated deferred 
  tax liabilities                                     (158.2)       (140.8)       (145.3) 
 Foreseeable dividend(2)                               (44.8)        (43.8)        (56.1) 
 Investment in own shares                              (36.6)        (39.6)        (37.2) 
 Pension asset, net of associated deferred 
  tax liabilities                                       (3.1)         (1.1)         (0.9) 
 Prudent valuation adjustment                           (0.2)         (0.1)         (0.1) 
 
 Common equity tier 1 capital                           938.8         845.8         901.4 
-----------------------------------------------  ------------  ------------  ------------ 
 
 Tier 2 capital 
 Subordinated debt(3)                                   203.8          23.9          24.0 
 Unrealised gains on available for sale equity            0.1             -             - 
  shares 
-----------------------------------------------  ------------  ------------  ------------ 
 
 Tier 2 capital                                         203.9          23.9          24.0 
-----------------------------------------------  ------------  ------------  ------------ 
 
 Total regulatory capital                             1,142.7         869.7         925.4 
-----------------------------------------------  ------------  ------------  ------------ 
 
 Risk weighted assets (notional) - unaudited 
 Credit and counterparty risk                         6,585.2       5,385.8       5,824.9 
 Operational risk(4)                                    784.9         753.5         784.9 
 Market risk(4)                                          85.9          78.8          72.7 
 
                                                      7,456.0       6,218.1       6,682.5 
-----------------------------------------------  ------------  ------------  ------------ 
 
 Common equity tier 1 capital ratio                     12.6%         13.6%         13.5% 
-----------------------------------------------  ------------  ------------  ------------ 
 Total capital ratio                                    15.3%         14.0%         13.8% 
-----------------------------------------------  ------------  ------------  ------------ 
 

1 Retained earnings for periods ended 31 January 2017 and 31 January 2016 include all profits (both verified and unverified) for the

respective six month period.

2 Under the Regulatory Technical Standard on own funds, a deduction has been recognised for a foreseeable dividend. In

accordance with this standard, for 31 January 2017 and 31 January 2016 a foreseeable dividend has been determined based

on the average payout ratio over the previous three years applied to the retained earnings for the period. For 31 July 2016 a

foreseeable dividend was determined as the proposed final dividend.

3 Shown after applying the Capital Requirements Regulation's transitional and qualifying own funds arrangements.

4 Operational and market risk include a notional adjustment at 8% in order to determine notional risk weighted assets.

During the period ending 31 January 2017, credit risk RWAs increased due to the application of the EBA's guidance mandating 150% risk weighting of property development loans. During the same period, the group issued GBP175 million of tier 2 capital. More information on these developments can be found on page 7.

The following table shows a reconciliation between equity and common equity tier 1 capital after deductions:

 
                                                           31 January               31 July 
                                                   -------------------------- 
                                                           2017          2016          2016 
                                                    GBP million   GBP million   GBP million 
-------------------------------------------------  ------------  ------------  ------------ 
 Equity                                                 1,141.0       1,026.5       1,096.9 
 Regulatory deductions from equity: 
 Intangible assets, net of associated deferred 
  tax liabilities                                       (158.2)       (140.8)       (145.3) 
 Foreseeable dividend(1)                                 (44.8)        (43.8)        (56.1) 
 Pension asset, net of associated deferred 
  tax liabilities                                         (3.1)         (1.1)         (0.9) 
 Prudent valuation adjustment                             (0.2)         (0.1)         (0.1) 
 Other reserves not recognised for common equity 
  tier 1 capital: 
 Available for sale movements reserve                     (0.1)             -             - 
 Cash flow hedging reserve                                  3.9           5.1           6.7 
 Non-controlling interests                                  0.3             -           0.2 
 
 Common equity tier 1 capital                             938.8         845.8         901.4 
-------------------------------------------------  ------------  ------------  ------------ 
 
 

1 Under the Regulatory Technical Standard on own funds, a deduction has been recognised for a foreseeable dividend. In

accordance with this standard, for 31 January 2017 and 31 January 2016 a foreseeable dividend has been determined based

on the average payout ratio over the previous three years applied to the retained earnings for the period. For 31 July 2016 a

foreseeable dividend was determined as the proposed final dividend.

The following table shows the movement in common equity tier 1 capital during the period:

 
                                                               GBP million 
-----------------------------------------------------------   ------------ 
 Common equity tier 1 capital at 31 July 2016                        901.4 
 Profit in the period attributable to shareholders                    96.8 
 Dividends paid and foreseen                                        (44.7) 
 Other movements in retained reserves                                  2.4 
 Decrease in share-based payments reserve                            (1.6) 
 Increase in exchange movements reserve                                0.2 
 Decrease in available for sale movements reserve                    (0.5) 
 Increase in prudent valuation adjustment                            (0.1) 
 Increase in intangible assets, net of associated deferred 
  tax liabilities                                                   (12.9) 
 Increase in pension assets, net of associated deferred 
  tax liabilities                                                    (2.2) 
------------------------------------------------------------  ------------ 
 
 Common equity tier 1 capital at 31 January 2017                     938.8 
------------------------------------------------------------  ------------ 
 

12. Contingent liabilities

Financial Services Compensation Scheme ("FSCS")

As disclosed in note 23 of the Annual Report 2016, the group is exposed to the FSCS which provides compensation to customers of financial institutions in the event that an institution is unable, or is likely to be unable, to pay claims against it. The FSCS raises levies on UK licensed deposit-taking institutions to meet such claims based on their share of UK deposits on 31 December of the year preceding the scheme year (which runs from 1 April to 31 March).

Following the default of a number of deposit takers in 2008, the FSCS borrowed funds from HM Treasury to meet the compensation costs for customers of those firms. While it is expected that the substantial majority of the principal will be repaid from funds the FSCS receives from asset sales, surplus cash flow or other recoveries in relation to the assets of the institutions that defaulted, to the extent that there remains a shortfall, the FSCS will raise compensation levies on all deposit-taking participants.

The amount of any future compensation levies payable by the group also depends on a number of factors including participation in the market at 31 December, the level of protected deposits and the population of deposit-taking participants. The group continues to accrue for its share of levies that have been raised by the FSCS.

13. Related party transactions

Related party transactions, including salary and benefits provided to directors and key management, did not have a material effect on the financial position or performance of the group during the period. There were no changes to the type and nature of the related party transactions disclosed in the Annual Report 2016 that could have a material effect on the financial position and performance of the group in the six months to 31 January 2017.

14. Consolidated cash flow statement reconciliation

 
                                                                  31 January             31 July 
                                                           ------------------------ 
                                                                  2017         2016         2016 
                                                           GBP million  GBP million  GBP million 
-----  --------------------------------------------------  -----------  -----------  ----------- 
(a)    Reconciliation of operating profit before 
        tax to net cash 
        inflow from operating activities 
Operating profit before tax                                      131.4        108.7        228.5 
Tax paid                                                        (27.5)       (21.4)       (53.7) 
Depreciation and amortisation                                     27.6         23.2         49.1 
(Increase)/decrease in: 
Interest receivable and prepaid expenses                        (15.5)        (5.5)       (16.0) 
Net settlement balances and trading positions                      6.5          9.5        (9.7) 
Net loans to/from money broker against stock 
 advanced                                                       (22.9)          0.7         16.0 
(Decrease)/increase in interest payable and 
 accrued expenses                                               (17.7)       (35.8)          3.2 
                                                           -----------  -----------  ----------- 
 
Net cash inflow from trading activities                           81.9         79.4        217.4 
(Increase)/decrease in: 
Loans and advances to banks not repayable on 
 demand                                                            3.4        (6.3)       (26.7) 
Loans and advances to customers                                (112.2)      (231.0)      (693.8) 
Assets held under operating leases                              (27.1)       (22.4)       (51.9) 
Certificates of deposit                                           55.7       (85.6)       (85.7) 
Sovereign and central bank debt                                 (41.6)         20.0         20.0 
Other assets less other liabilities                                9.2          2.4         28.9 
Increase/(decrease) in: 
Deposits by banks                                                (1.1)         13.7         36.0 
Deposits by customers                                           (29.7)        133.8        413.2 
Loans and overdrafts from banks                                 (50.2)       (65.3)         87.9 
Debt securities in issue, net of transaction 
 costs                                                           470.9         19.0         35.9 
 
Net cash inflow/(outflow) from operating activities              359.2      (142.3)       (18.8) 
 
(b)    Analysis of net cash outflow in respect of 
        the purchase of subsidiaries and non-controlling 
        interests 
Cash consideration paid                                          (6.3)            -        (3.6) 
 
(c)    Analysis of net cash (outflow)/inflow in 
        respect of the sale of a subsidiary 
Cash consideration received                                        0.3          2.4          2.4 
Cash and cash equivalents disposed of                            (0.6)        (0.1)        (0.1) 
                                                           -----------  -----------  ----------- 
 
                                                                 (0.3)          2.3          2.3 
 
(d) Analysis of changes in financing activities 
Share capital (including premium), CBG bond 
 and subordinated 
 loan capital(1) : 
Opening balance                                                  566.6        566.6        566.6 
Prepayment of subordinated loan capital                              -            -            - 
Shares issued for cash                                               -            -            - 
 
Closing balance                                                  566.6        566.6        566.6 
 
 
 
                                                              31 January             31 July 
                                                       ------------------------ 
                                                              2017         2016         2016 
                                                       GBP million  GBP million  GBP million 
---  ------------------------------------------------  -----------  -----------  ----------- 
(e) Analysis of cash and cash equivalents(2) 
Cash and balances at central banks                         1,113.8        802.5        840.6 
Loans and advances to banks repayable on demand               68.4         70.3         82.7 
 
                                                           1,182.2        872.8        923.3 
 
 

1 Excludes accrued interest.

2 Excludes Bank of England cash reserve account and amounts held as collateral.

15. Fair value of financial assets and liabilities

The fair values of the group's financial assets and liabilities are not materially different from their carrying values. The main differences are as follows:

 
                                       31 January 2017             31 January 2016               31 July 2016 
                                    Fair      Carrying    Fair value      Carrying         Fair      Carrying 
                                   value         value                       value        value         value 
                             GBP million   GBP million   GBP million   GBP million  GBP million   GBP million 
                            ------------  ------------  ------------  ------------               ------------ 
Subordinated loan capital          230.9         219.4          54.1          46.4         52.4          46.4 
                            ------------  ------------  ------------  ------------               ------------ 
Debt securities in issue         1,722.3       1,703.1       1,400.6       1,394.3      1,432.2       1,422.8 
                            ------------  ------------  ------------  ------------               ------------ 
 

The group issued GBP175 million of subordinated loan capital in the period ended 31 January 2017.

The group holds financial instruments that are measured at fair value subsequent to initial recognition. Each instrument has been categorised within one of three levels using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. These levels are based on the degree to which the fair value is observable and are defined in note 28 "Financial risk management" of the Annual Report 2016.

The table below shows the classification of financial instruments held at fair value into the valuation hierarchy:

 
                                                 Level 1      Level 2      Level 3        Total 
                                             GBP million  GBP million  GBP million  GBP million 
At 31 January 2017 
Assets 
Debt securities: 
Long trading positions in debt securities 
 held for trading                                   12.7          1.8            -         14.5 
Sovereign and central bank debt classified 
 as 
 available for sale                                 40.7            -            -         40.7 
Equity shares: 
Held for trading                                     5.8         27.7            -         33.5 
Fair value through profit or loss                      -            -            -            - 
Available for sale                                     -            -          2.1          2.1 
Derivative financial instruments                       -         29.8            -         29.8 
Contingent consideration                               -            -          2.4          2.4 
 
                                                    59.2         59.3          4.5        123.0 
                                                                       ----------- 
 
Liabilities 
Short positions: 
Debt securities                                      8.6          2.6            -         11.2 
Equity shares                                        3.7          9.1            -         12.8 
Derivative financial instruments                       -         17.9            -         17.9 
Contingent consideration                               -            -          4.6          4.6 
 
                                                    12.3         29.6          4.6         46.5 
                                                                       ----------- 
 
 
 
                                                 Level 1      Level 2      Level 3        Total 
                                             GBP million  GBP million  GBP million  GBP million 
At 31 January 2016 
Assets 
Debt securities: 
Long trading positions in debt securities 
 held for trading                                    9.8          2.4            -         12.2 
Sovereign and central bank debt classified 
 as                                                    -            -            -            - 
 available for sale 
Equity shares: 
Held for trading                                     7.8         27.7            -         35.5 
Fair value through profit or loss                      -          0.1            -          0.1 
Available for sale                                     -            -          2.1          2.1 
Derivative financial instruments                       -         30.0            -         30.0 
Contingent consideration                               -            -            -            - 
 
                                                    17.6         60.2          2.1         79.9 
                                                                       -----------  ----------- 
 
Liabilities 
Short positions: 
Debt securities                                      8.5          2.1            -         10.6 
Equity shares                                        5.2          9.2            -         14.4 
Derivative financial instruments                       -          9.6            -          9.6 
Contingent consideration                               -            -            -            - 
 
                                                    13.7         20.9            -         34.6 
                                                                       -----------  ----------- 
 
 
 
                                                 Level 1      Level 2      Level 3        Total 
                                             GBP million  GBP million  GBP million  GBP million 
At 31 July 2016 
Assets 
Debt securities: 
Long trading positions in debt securities 
 held for trading                                   16.1          4.2            -         20.3 
Sovereign and central bank debt classified 
 as                                                    -            -            -            - 
 available for sale 
Equity shares: 
Held for trading                                     3.4         22.7            -         26.1 
Fair value through profit or loss                      -          0.1            -          0.1 
Available for sale                                     -            -          2.0          2.0 
Derivative financial instruments                       -         44.7            -         44.7 
Contingent consideration                               -            -            -            - 
 
                                                    19.5         71.7          2.0         93.2 
                                                                       -----------  ----------- 
 
Liabilities 
Short positions: 
Debt securities                                      3.0          2.8            -          5.8 
Equity shares                                        3.7          9.8            -         13.5 
Derivative financial instruments                       -         16.3            -         16.3 
Contingent consideration                               -            -            -            - 
 
                                                     6.7         28.9            -         35.6 
                                                                       -----------  ----------- 
 
 

At 31 January 2017, financial instruments classified as Level 3 predominantly comprise a legacy investment property fund (as described in note 28 "Financial risk management" of the Annual Report 2016) and contingent consideration payable and receivable in relation to two acquisitions and the disposal of a subsidiary.

The valuation of contingent consideration is determined on a discounted expected cash flow basis. The group believes that there is no reasonably possible change to the inputs used in the valuation of this position which would have a material effect on the group's consolidated income statement.

In the year ended 31 July 2016 a number of listed equity shares were classified as Level 2 (classified as Level 1 in the previous year) following an assessment of the frequency of transactions in these shares. These shares remain classified as Level 2 in the current period and the prior period has been re-presented for comparability. Aside from this there were no significant transfers between Level 1, 2 and 3 during the periods.

Movements in financial instruments categorised as Level 3 during the periods were:

 
                                                 Equity shares 
                                                     available       Contingent 
                                                      for sale    consideration 
                                                   GBP million      GBP million 
At 1 August 2015                                          10.0                - 
Total losses recognised in the consolidated 
 income statement                                        (0.4)                - 
Total losses recognised in other comprehensive               -                - 
 income 
Purchases and issues                                         -                - 
Sales and settlements                                    (7.5)                - 
 
At 31 January 2016                                         2.1                - 
Total losses recognised in the consolidated 
 income statement                                          0.1                - 
Total gains recognised in other comprehensive                -                - 
 income 
Purchases and issues                                         -                - 
Sales and settlements                                    (0.2)                - 
 
At 31 July 2016                                            2.0                - 
Total losses recognised in the consolidated                  -                - 
 income statement 
Total gains recognised in other comprehensive 
 income                                                    0.1                - 
Purchases and issues                                         -            (4.6) 
Sales and settlements                                        -              2.4 
 
At 31 January 2017                                         2.1            (2.2) 
 

There were GBPnil unrealised losses recognised in the consolidated income statement relating to instruments held at 31 January 2017 (31 January 2016: GBP0.4 million losses; 31 July 2016: GBP0.3 million losses).

16. Post balance sheet event

On 3 February 2017, the group agreed to acquire a specialist provider of secured finance to law firms and their clients which had net assets of GBP3.8 million including a loan book of GBP32.7 million at 31 March 2016. The acquisition is expected to complete during the current financial year.

Cautionary Statement

Certain statements included or incorporated by reference within this announcement may constitute "forward-looking statements" in respect of the group's operations, performance, prospects and/or financial condition. Forward-looking statements are sometimes, but not always, identified by their use of a date in the future or such words as "anticipates", "aims", "due", "could", "may", "will", "should", "expects", "believes", "intends", "plans", "potential", "targets", "goal" or "estimates". By their nature, forward-looking statements involve a number of risks, uncertainties and assumptions and actual results or events may differ materially from those expressed or implied by those statements. Accordingly, no assurance can be given that any particular expectation will be met and reliance should not be placed on any forward-looking statement. Additionally, forward-looking statements regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. No

responsibility or obligation is accepted to update or revise any forward-looking statement resulting from new information, future events or otherwise. Nothing in this announcement should be construed as a profit forecast. Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.

This announcement does not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to subscribe for or purchase any shares or other securities in the company or any of its group members, nor shall it or any part of it or the fact of its distribution form the basis of, or be relied on in connection with, any contract or commitment or investment decisions relating thereto, nor does it constitute a recommendation regarding the shares or other securities of the company or any of its group members. Past performance cannot be relied upon as a guide to future performance and persons needing advice should consult an independent financial adviser. Statements in this announcement reflect the knowledge and information available at the time of its preparation. Liability arising from anything in this announcement shall be governed by English law. Nothing in this announcement shall exclude any liability under applicable laws that cannot be excluded in accordance with such laws.

This information is provided by RNS

The company news service from the London Stock Exchange

END

IR LLFFTVIIVLID

(END) Dow Jones Newswires

March 14, 2017 03:00 ET (07:00 GMT)

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