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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| ICAP | LSE:IAP | London | Ordinary Share | GB0033872168 | ORD 10P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 469.70 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
From Apr 2019 to Apr 2024
TIDMIAP
RNS Number : 2738Y
ICAP PLC
16 May 2016
News Release
ICAP plc - Full-year results for the year ended 31 March 2016
A transformational year
London - 16 May 2016 - ICAP plc (IAP.L), a leading markets operator and provider of post trade risk and information services, announces today its audited results for the year ended 31 March 2016.
Hot Features
Premium
Year ended
Year ended 31 March 2015
31 March 2016 (restated)
GBPm GBPm
------------------------- -------------- --------------
Revenue 1,201 1,276
------------------------- -------------- --------------
Trading operating profit 221 252
------------------------- -------------- --------------
Trading profit before
tax 203 229
------------------------- -------------- --------------
Profit before tax 89 95
------------------------- -------------- --------------
Trading EPS (basic) 24.6p 28.7p
------------------------- -------------- --------------
EPS (basic) 10.5p 13.0p
------------------------- -------------- --------------
Dividend per share 22.0p 22.0p
------------------------- -------------- --------------
Trading operating profit
margin (%) 18% 20%
------------------------- -------------- --------------
Highlights:
-- Transaction with Tullett Prebon on track
-- Group revenue down 6% as markets remain challenging;
down 3% excluding closed desks and on a constant
currency basis
-- GBP96 million invested in new product initiatives
-- Trading profit before tax is GBP203 million
(2014/15: GBP229 million), impacted by GBP7
million foreign exchange loss
-- Trading EPS (basic) 24.6p (2014/15: 28.7p)
-- Final dividend payment of 15.4p per share,
maintaining full year dividend at 22.0p per
share
-- Free cash flow conversion rate of 96% in the
year (2014/15: 121%)
-- Acquisition of ENSO Financial Analytics, provider
of a data analytics platform for the buy side
Michael Spencer, Group Chief Executive Officer, said: "It has been a transformational year for ICAP and I believe that we are now on the cusp of one of the most exciting eras in the Company's 30-year history. The Transaction to sell our Global Broking and associated information business to Tullett Prebon remains on track to complete later this year.
"Our ambition is to create the world's leading multi-product, global electronic transaction network for OTC products and post trade services. The new electronic markets, post trade and Euclid investments businesses, which we will become once the Transaction completes, will be renamed 'NEX Group plc'; a new name for a new company that intends to lead the market in technology innovation in global financial markets.
"Trading conditions continue to be challenging as a result of the macro economic environment, historically low and negative interest rates and continued bank deleveraging. These headwinds have naturally impacted our performance during the year. In the US in December 2015, we saw the welcome first step in raising interest rates but in what is likely to be a long and slow journey towards more normal market conditions.
"ICAP has continually invested in electronic platforms and post trade services, developing its products and services to remain at the forefront of our customer's needs. Euclid Opportunities, our early-stage fintech investment incubator, which finds these new investments will play a bigger and more important role as we become NEX Group plc. We recently launched products and functionality which will extend our reach to a wider customer base, particularly the buyside. The most important of these are Forwards on EBS Direct, BrokerTec Direct and triResolve Margin. Euclid Opportunities completed the acquisition of ENSO which provides operational insights and key analytics to many of the world's most successful fund managers, making significant progress towards developing a key new customer base.
"Overall, the size of our existing and new target markets, the quality of our mission critical technology and the strength of customer demand will ensure that NEX Group plc will provide an outstanding opportunity to deliver long-term profitable growth for years to come."
Presentation of information
This document comprises the full year results to 31 March 2016 for ICAP plc (ICAP) and its subsidiary undertakings (together 'ICAP' or 'the Group'). It contains the Interim Management Report, Directors' Statement of Responsibilities and Financial Statements together with the Independent Auditor's Review Report, as required by the Financial Conduct Authority's (FCA) Disclosure and Transparency Rules (DTR). The Financial Statements and related notes are prepared in accordance with IAS34 Interim Financial Reporting.
Cautionary statement regarding forward-looking statements
This full year report contains certain forward-looking statements with respect to the financial condition, results of operations and business of the Group.
Certain statements that are not historical facts, including statements about the Group's beliefs and expectations, are forward-looking statements. Words such as 'expects', 'anticipates', 'intends', 'plans', 'believes', 'seeks', 'estimates', 'potential' and 'reasonably possible', variations of these words and similar expressions are intended to identify forward-looking statements. These statements are based on current plans, estimates and projections, and therefore undue reliance should not be placed on them. Forward-looking statements speak only as of the date they are made, and it should not be assumed that they have been revised or updated in the light of new information or subsequent events.
Forward-looking statements involve inherent risks and uncertainties. Readers are cautioned that a number of factors could cause actual results to differ, in some instances materially, from those anticipated or implied in any forward-looking statement.
Analysts and investors briefing
There will be a briefing for analysts and investors at 09:30am (BST) on Monday 16 May 2016 at
2 Broadgate, London EC2M 7UR.
Contacts:
+44 (0) 20 7050
Serra Balls Group Head of Communications 7103
Head of Investor +44 (0) 20 7050
Alex Dee Relations 7123
Neil Bennett/ Rebecca +44 (0) 20 7379
Mitchell Maitland 5151
About ICAP
ICAP is a leading markets operator and provider of post trade risk mitigation and information services. Group companies provide services that match buyers and sellers in the wholesale markets in interest rates, credit, commodities, FX and money markets, emerging markets and equity derivatives through voice and electronic networks. Our post trade risk and information services help our customers manage and mitigate risks in their portfolios.
For more information go to www.icap.com.
Financial performance
In November 2015, ICAP announced that it had entered into a Transaction which will, when completed, involve the disposal of ICAP's global hybrid voice broking and information business, including its associated technology and broking platforms (including iSwap and Fusion), certain of its joint ventures and its associates (IGBB), to Tullett Prebon. ICAP shareholders and ICAP Newco plc ("Newco") will together own approximately 56% of the issued shared capital of the enlarged Tullett Prebon with 19.9% retained by Newco.
For the year ended 31 March 2016, the Group's performance is therefore reported in the consolidated income statement separately for continuing and discontinued operations (net of tax). Discontinued performance for the year includes IGBB's performance, adjusted for certain provisions in the sale and purchase agreement. The continuing income statement is not reflective of the financials of Newco going forward. The Group expects to receive dividend income for its investment in the enlarged Tullett Prebon, which is expected to be named TP ICAP.
In the review of operations, financial performance is presented on a Group basis, therefore including both continuing and discontinued, unless stated otherwise. Discontinued profit after tax is presented in the income statement on one line. The discontinued income statement is presented in note 4 to the financial statements.
GBPm Year ended 31 Year ended 31
March 2016 March 2015
---------------------- -------------------------------- --------------------------------
Continuing Discontinued Group Continuing Discontinued Group
---------------------- ---------- ------------ ------ ---------- ------------ ------
Revenue 460 741 1,201 468 808 1,276
---------------------- ---------- ------------ ------ ---------- ------------ ------
Trading operating
profit 139 82 221 154 98 252
---------------------- ---------- ------------ ------ ---------- ------------ ------
Trading profit before
tax 110 93 203 122 107 229
---------------------- ---------- ------------ ------ ---------- ------------ ------
Profit before tax 27 62 89 47 48 95
---------------------- ---------- ------------ ------ ---------- ------------ ------
For the year ended 31 March 2016, the Group reported revenue of GBP1,201 million, 6% below the prior year. On a constant currency basis, revenue from Post Trade Risk and Information was up 5% which was offset by decreases of 4% in Electronic Markets and 5% in Global Broking (excluding closed desks).
During the course of the year, the Group's trading performance was impacted by the ongoing combination of structural and cyclical factors including historically low and negative interest rates, low levels of volatility and bank deleveraging resulting in reduced risk appetite from bank customers. This was partly offset by the increase in trading activity in emerging market currency pairs on EBS Market, and greater demand for risk mitigation products such as triReduce and triResolve.
Consistent with the Group's growth strategy, ICAP continues to make significant investment in all divisions. During the year the Group invested GBP96 million in new business lines including Forwards on EBS Direct, BrokerTec Direct and triResolve Margin.
The Group reported a trading operating profit of GBP221 million, 12% down on the prior year. The Group's trading operating profit margin reduced to 18% (2014/15: 20%). The decrease in the trading operating profit includes the negative impact of the year-on-year adverse movement from FX losses of GBP11 million. Excluding the FX loss, the trading operating profit reduced by 8% on the prior year. Additionally, the synergies achieved in the year from the 2014/15 cost savings programme were reinvested during the year in the development of new products and technological solutions across the businesses.
The proportion of the Group's trading operating profit generated from the Electronic Markets and Post Trade Risk and Information divisions increased to 79%, reflecting a 4 percentage point increase on the prior year.
Group trading profit before tax of GBP203 million and trading EPS (basic) of 24.6p were 11% and 14% down on the prior year respectively. Profit before tax was GBP89 million (2014/15: GBP95 million).
An evolving marketplace
The global regulatory effort to improve the transparency, risk management and resilience of participants in the world's financial markets continues to impact the structure of our marketplace. The strategies and business models of ICAP's traditional bank customer base have changed in response to the requirements of Basel III, the Dodd-Frank Act in the US, EMIR in Europe and will continue to evolve with MiFiD II and other new regulations as they come into force. Banks and other market participants are turning to technology to help them manage these challenges and the additional costs associated with them. Electronic trading is increasingly prevalent in both interbank and bank to customer markets and our customers are looking to use technology throughout the trade life cycle. Against this background of structural changes within wholesale financial markets and increased regulatory oversight and disclosure, ICAP's customers are seeking innovative products, greater liquidity and the best-in-class platforms and services. This presents an enormous opportunity for the business. At the same time, the issues created by over-capacity in the voice broking market have been apparent for a while and were a key driver behind the Transaction with Tullett Prebon.
Divestment - creating two strengthened and streamlined businesses
ICAP has a market-leading voice broking business. The roots of the Company are in voice broking which has been a driver of ICAP's success for more than 30 years. The volume of voice broking business across the market has, however, been shrinking for a number of years and the costs involved have escalated: it has been obvious for some time that the voice broking industry needs consolidation. That process began with the merger of BGC and GFI last year. The sale of ICAP's voice broking business to Tullett Prebon is a logical and a natural next step. The voice businesses have complementary strengths and the Transaction will create the largest global hybrid voice broking business by revenue. This is the right move for our customers and for the future of the voice broking industry as a whole.
The Transaction will create a focused financial technology business. Electronic trading and post trade services provided the vast majority of the Group's operating profit this year, which is indicative of how the business and the wider marketplace have evolved. ICAP's future is as a financial technology company, focused on electronic markets and post trade services. Its leading portfolio of products and businesses sit at the heart of financial market infrastructure and will be ideally placed to meet customers' changing requirements. The Group will be better positioned to go into new market segments with innovation and product development and will benefit from the increased demand made by regulators for post trade risk mitigation and electronic trading. For some time ICAP has been progressively diversifying from voice broking.
Since 2002, when ICAP first invested in TriOptima, it has made strategic investments to develop the next generation of financial technology for the trading community. BrokerTec was one of the earliest of these investments back in 2003 and is now the world's leading electronic trading platform for fixed income markets. EBS is a leading electronic FX trading business with significant market share in many currencies. Euclid Opportunities was established specifically to nurture the growth of early-stage financial technology companies and the Euclid programme is going to be an increasingly important part of the Group's future. The aim is to create the world's leading multi-product global electronic transaction network for OTC products and post trade services.
Transaction structure
In November 2015, ICAP announced that it had entered into a Transaction which will, when completed, involve the disposal of its global hybrid voice broking and information business, including its associated technology and broking platforms (including i-Swap and Fusion), certain of its joint ventures and our associates (IGBB), to Tullett Prebon.
Benefits of the Transaction for ICAP shareholders
The ambition for Newco is to be the world's leading electronic platform for OTC transactions and post trade services to all parties: corporates, investment banks, universal banks, asset managers, hedge funds, high frequency traders, sovereign wealth funds and central banks. ICAP's revenue from electronic trading and post trade services is already well diversified, with an increasing proportion coming from recurring business: 62% of post trade revenue came from subscriptions this year.
Newco will continue this strategy as it expands the potential market for these services through product development and greater penetration of geographic markets and customer segments.
On completion, it is expected that Newco will cease to be subject to consolidated regulatory capital requirements. The ICAP Group currently operates under a waiver from those requirements but, absent the Transaction, it is expected that the FCA would require significant capital to be retained or raised over a period of years to eliminate the consolidated capital deficit that otherwise exists. Based on an assessment of the information (including on legal advice) provided to the FCA by ICAP in relation to the projected balance of financial and non-financial business in Newco, the FCA has indicated that, following the Transaction, Newco will not be subject to prudential consolidation requirements.
During the negotiations both ICAP and Tullett Prebon found that they have much in common culturally, which will help with the integration of the two businesses. TP ICAP will have the scale required to deliver good margins while continuing to invest in its people and technology. It will benefit from products ICAP has developed which include i-Swap, Fusion and Scrapbook. TP ICAP announced that it expected the savings from combining the two businesses to exceed GBP60 million annually.
Dividend
The directors recommend a final dividend of 15.4p per share which will result in a full-year dividend of 22p per share (2014/15: 22.0p per share). If approved, the final dividend will be paid on 22 July 2016 to shareholders on the register at the close of business on 1 July 2016. The shares will be quoted ex-dividend from 30 June 2016.
Outlook
Despite ongoing subdued market conditions this has been a year of good progress and positive strategic change for ICAP. Trading activity since the start of the new financial year, however, continues to be challenging. The ICAP board is confident that the transformation of the Group and the continued investment in new products and technology will result in long-term growth and improvement in profitability driving sustained shareholder value creation.
Review of operations
Electronic Markets
EBS BrokerTec is a leading electronic trading business in FX and fixed income. These platforms offer efficient and effective trading venues to customers in more than 50 countries across a range of instruments including spot FX, US Treasuries, European government bonds and EU and US repo. These electronic platforms are built on ICAP's bespoke networks connecting participants in financial markets.
2016 2015 Change
Revenue GBPm GBPm %
-------------------------------- ----- ----- ------
BrokerTec 130 128 2
EBS 126 124 2
Other electronic platforms 6 7 (14)
-------------------------------- ----- ----- --------
Total -- reported 262 259 1
-- constant currency 272 (4)
-------------------------------- ----- ----- --------
Trading operating profit 78 93 (16)
-------------------------------- ----- ----- --------
Trading operating profit margin 30% 36% (6)ppt
-------------------------------- ----- ----- --------
The table above is presented on a total Group basis and, therefore, includes continuing and discontinued operations. See note 2 to the financial statements for a breakdown between continuing and discontinued operations.
For the year ended 31 March 2016, Electronic Markets' revenue decreased by 4% on a constant currency basis and increased by 1% on a reported basis to GBP262 million (2014/15: GBP259 million). The trading operating profit fell to GBP78 million (2014/15: GBP93 million) and the trading operating profit margin decreased to 30% from 36% as GBP54 million (2014/15: GBP25 million) investment in the development of new products and functionality on the electronic trading platforms were charged to the income statement.
BrokerTec
BrokerTec is a global electronic platform for the trading of US Treasuries, European government bonds and EU and US repo. It facilitates trading for banks and non-bank professional trading firms.
For the year ended 31 March 2016, revenue decreased by 4% on a constant currency basis and increased by 2% on a reported basis to GBP130 million (2014/15: GBP128 million). This performance reflects a 3% increase in US Treasury average daily volume to $168 billion, a 3% decrease in US repo to $212 billion and a 3% decrease in European repo to EUR175 billion.
Despite a buoyant comparable period, trading activity in on-the-run US Treasuries increased as a number of macroeconomic events in global financial markets drove activity in the US Treasury market. These included the Chinese government's intervention in its local stock market, a large drop in the oil price and the speculation of a Federal Reserve rate rise. Nevertheless, the revenue benefit was partly offset by the BrokerTec tariff structure which provides for volume-based tiered pricing.
Trading activity in the secondary market for European government bonds has improved from the lows experienced at the end of the previous calendar year. Increasingly, activity is focused around new bond issuance as banks continue to hold less inventory and as the ECB quantitative easing programme has reduced bond availability.
Structural change in the form of new regulations continues to impact the US repo market and therefore further adjustments to bank balance sheet funding will be necessary. In the last quarter of 2015/16, trading activity in the European repo market benefited from increased volatility, demand for good quality collateral and a lack of supply from the buy side.
EBS BrokerTec continues to innovate and recently beta launched a new service, BrokerTec Direct, which provides relationship-based, disclosed liquidity to the fixed income market. BrokerTec Direct delivers increased trading opportunities by enabling liquidity providers to stream tailored prices directly to liquidity consumers in a disclosed environment. The service initially offers US Treasury actives and will extend to other fixed income products as well as other countries in the near future. BrokerTec Direct initially on-boarded four leading liquidity providers and more than 40 liquidity consumers to the platform. Additional market makers are in the process of being integrated.
EBS
EBS, an electronic FX platform, is a reliable and trusted source of executable and genuine liquidity across major and emerging market currencies. It has responded to changing market dynamics by transitioning from a business with a single offering to one that can support multiple execution methods and numerous ways of trading through a common distribution network.
For the year ended 31 March 2016, revenue decreased by 5% on a constant currency basis and increased by 2% on a reported basis to GBP126 million (2014/15: GBP124 million). Despite episodic volatility in G3 currency pairs and high volatility in emerging markets, average daily volume decreased by 9% to $90 billion as higher trading activity following central bank actions in the previous year was not repeated.
EBS Market, the exchange-like central limit order book, remains the benchmark for the professional FX trading community, connecting buyers and sellers of currencies in more than 50 countries. EBS Market's strategic efforts to gain early traction and create liquidity in both offshore Chinese renminbi (CNH) and Non-Deliverable Forwards (NDFs) has proved successful with average daily volume growing by more than 55% in both instruments compared with the previous year. As a result dollar/ offshore Chinese renminbi is now the third most actively traded currency pair on the platform after euro/ dollar and dollar/ yen.
In February, EBS Market announced that it is redesigning its premium FX market data service, EBS Live, and will move to streaming real-time market data. The EBS Live Ultra feed will provide significantly improved price discovery and transparency. The new service is in response to demand and consultation with customers who continue to work with EBS because of its deep liquidity.
EBS eFix, the matching service that enables customers to execute Fix interest electronically on the EBS Market platform has continued to demonstrate significant growth. Average daily volume has increased by more than 260% over the previous year to more than $1 billion matched per day.
EBS Direct, which launched in November 2013, is a platform that allows liquidity providers to stream tailored prices directly to liquidity consumers. Interest in the platform continues to grow and the platform has more than 33 liquidity providers and 460 liquidity consumers using the service, compared with 17 and 268 respectively last year. Average daily volume on the platform increased to $20 billion in the last quarter of 2015/16 compared to $15 billion in the same period last year. In December, FX forwards and swaps was launched in beta, a significant part of the FX market in which EBS has never previously participated, which delivers the ability to attract corporates and asset managers onto the platform.
Post Trade Risk and Information
The Post Trade Risk and Information division (PTRI) operates leading market infrastructures for post trade processing and risk management across a number of asset classes and enables users of financial products to reduce operational and system-wide risks. The services offered by the PTRI division enable customers to increase the efficiency of trading, clearing and settlement and facilitate the effective management of capital and associated cost.
The portfolio risk services business comprises Reset and TriOptima which identify, neutralise, reconcile and remove risk within portfolios of derivatives transactions; Traiana, which provides pre trade risk and post trade processing solutions; and the information and data sales business.
During the year, PTRI invested GBP17 million in development in order to offer new products and enhance the functionality of existing services, of which GBP9 million was charged to the income statement.
In March the PTRI division announced that it had successfully completed a proof of technology test case for a distributed ledger using blockchain and smart contract technologies. The proof of technology demonstrated the potential to re-engineer processes and significantly transform post trade operations, while complying with new market practices within the post-crisis regulatory environment. Going forward, the PTRI division will assess how to realise technology savings using the blockchain technology while ensuring compliance with regulations intended to make markets safer and more efficient.
2016 2015 Change
Revenue GBPm GBPm %
-------------------------------- ----- ----- -------
TriOptima 72 67 7
Traiana 53 53 -
Reset 37 39 (5)
Information Services 83 69 20
-------------------------------- ----- ----- -------
Total - reported 245 228 7
- constant currency 233 5
-------------------------------- ----- ----- -------
Trading operating profit 97 97 -
-------------------------------- ----- ----- -------
Trading operating profit margin 40% 43% (3)ppt
-------------------------------- ----- ----- -------
The table above is presented on a total Group basis and, therefore, includes continuing and discontinued operations. See note 2 to the financial statements for a breakdown between continuing and discontinued operations.
For the year ended 31 March 2016, revenue increased by 5% on a constant currency basis and increased by 7% on a reported basis to GBP245 million (2014/15: GBP228 million). The trading operating profit remained flat at GBP97 million (2014/15: GBP97 million) and the trading operating profit margin reduced by 3 percentage points to 40%, primarily driven by continued investment in new solutions.
TriOptima
TriOptima, through triReduce and triResolve, is a leader in risk mitigation solutions for OTC derivatives, primarily through the elimination and reconciliation of outstanding transactions. It continues to benefit from the strategic alignment of its offerings with the G20 policy objectives of transparency and risk reduction in the financial system.
For the year ended 31 March 2016, revenue increased by 14% on a constant currency basis and by 7% on a reported basis to GBP72 million (2014/15: GBP67 million) driven by increased participation in triReduce portfolio compression cycles and the uptake of the portfolio reconciliation service, triResolve.
During the year, triReduce terminated $168 trillion of gross notional outstanding (2014/15: $150 trillion). The more stringent leverage ratio included within the Basel III rules continues to drive demand from banks for the triReduce compression service. Since launch, more than 210 financial institutions worldwide have participated in eliminating $768 trillion in total notional outstanding from the OTC derivatives market. This significant achievement includes compression across a broad spectrum of products: cleared and uncleared interest rate products in 27 currencies, credit default swaps, commodity swaps, inflation swaps, cross currency swaps, and FX forwards. Currently TriOptima delivers triReduce compression for cleared trades in collaboration with leading clearing houses including LCH, SGX, Nasdaq and CME. TriOptima also offers triReduce to CLS members for FX forwards.
In March, triReduce announced that 18 SwapClear members had compressed 40% of outstanding notional and 49% of outstanding trades in Polish zloty (PLN) interest rate swaps and forward rate agreements in the largest PLN triReduce compression cycle that SwapClear has run to date. The local and international participants eliminated 2.6 trillion PLN/$654 billion dollars in the multilateral triReduce cycle. In January, triReduce announced the first inflation swap compression cycle terminating $98 billion notional in inflation index swaps for the EU.
Strong demand for triResolve, the reconciliation service, continues to be driven by both standard portfolio reconciliation, as required by regulation, and the new repository reconciliation service to validate reported data. For repository reconciliation triResolve supports interfaces to trade repositories globally. The number of institutions using the triResolve service has increased from 1,380 during 2015/16 to more than 1,680 who participate in 384,000 party-to-party reconciliations each month (2014/15: 330,000).
In July 2015, TriOptima announced the launch of triResolve Margin, a margin processing solution delivered in collaboration with AcadiaSoft which will enable customers to easily access an automated, streamlined tool to reduce fragmented and manual processing. triResolve Margin assists customers in meeting the challenges posed by the new regulatory requirements for margining uncleared OTC derivatives by automating the margin process in a comprehensive, scalable and cost-effective solution. ICAP increased its investment in AcadiaSoft, a Euclid investment, in July 2015.
Traiana
Traiana operates the leading market infrastructure for pre and post trade risk management and post trade processing across multiple asset classes. Its solutions and the Harmony network have become the market standard for post trade processing of FX, exchange traded derivatives, fixed income, CDS and synthetic and cash equity transactions. Traiana's Harmony network connects more than 750 global banks, broker/dealers, buy side firms and trading platforms.
For the year ended 31 March 2016, revenue decreased by 4% on a constant currency basis and remained flat on a reported basis at GBP53 million (2014/15: GBP53 million) as the reduction in FX-related volume-based services was only partly offset by the increase in other subscription based services.
Traiana continues to innovate, grow and diversify its business into other asset classes, delivering network based solutions for all financial market participants, while also continuing to innovate in FX. In August, Traiana reached a key milestone in the development of its CreditLink service which was used to check credit limits for an FX NDF trade on a SEF. In September, in partnership with Bloomberg, Traiana announced plans to develop straight-through processing infrastructure to further streamline the workflow of FX options. The solution integrates Traiana's Harmony messaging network with Bloomberg's trade processing tools.
In March, ICAP announced that the PTRI division had made a series of enhancements that will significantly expand its existing suite of regulatory services to offer customers an end-to-end menu of products which meet MiFIR/MiFID II cross-asset reporting and processing obligations. The enhanced solutions leverage connectivity and build on functionality delivered by Traiana, for similar requirements under the Dodd-Frank Act, EMIR and other global regulatory regimes.
The new service suite includes the provision of trade certainty for venue executed trades, trade and transaction report submission to Approved Publication Arrangements and Approved Reporting Mechanisms respectively and global CCP connectivity for OTC executed trades.
Reset
Reset is a provider of services that reduce the basis risk within portfolios from fixings in the interest rate, FX and inflation derivatives and bond markets. Basis risk results from the structure of the instruments traded and unintended mismatches of exposure over time.
For the year ended 31 March 2016, revenue decreased by 12% on a constant currency basis and by 5% on a reported basis to GBP37 million (2014/15: GBP39 million) as the core business continues to be affected by low short dated interest rate volatility and further dampened volatility as a result of the ECB's quantitative easing programme. The reduction in revenue was partly offset by increased demand for the Reset service in September, as market commentators speculated about the timing of an increase in US interest rates. This was repeated in the run-up to the actual rate rise by the Federal Reserve in December.
ICAP Information Services
ICAP Information Services (IIS) delivers independent data solutions to financial market participants. ICAP Indices, the index arm of IIS, develops and publishes a range of transaction-broked indices. IIS generates subscription-based fees from a diversified global suite of products and services, while ICAP Indices' fee structure is based on assets under management of the products which are linked to the proprietary indices as well as licensing other index administrators for the use of ICAP data in their indices.
For the year ended 31 March 2016, revenue increased by 14% on a constant currency basis and 20% on a reported basis to GBP83 million (2014/15: GBP69 million) partly driven by a change to bill some customers directly, increasing both revenue, and the related operating expenses. The IIS product and service range includes real-time and historical data from the Group's electronic trading venues, EBS and BrokerTec, and the Global Broking division as well as from partners.
IIS has continued to both broaden its distribution throughout global financial markets and develop its product suite based on client demand and market trends. During the period, IIS extended the delivery of real-time EBS Data directly to clients and through new licensed distributors.
Euclid Opportunities
ICAP is building a portfolio of early-stage technology investments within Euclid Opportunities. It identifies and provides investment to emerging financial technology firms providing new platforms, business models and technologies that have the potential to drive efficiency, transparency and scale across the transaction life cycle for the financial services industry and are complementary to Newco's products.
During the period, Euclid Opportunities invested in Abide Financial, a market-leading regulatory reporting specialist, Digital Asset Holdings, a provider of distributed ledger technology and Cloud9, a cloud-based trading communication provider. In addition, Euclid made a further investment in Duco, a global provider of data control services and AcadiaSoft, an industry collaboration to automate collateral management.
In April 2016, ICAP announced it had acquired ENSO Financial Analytics, a portfolio analytics provider to asset managers and hedge funds. Euclid made its first investment in ENSO in June 2013, which was followed by a subsequent investment in October 2014 to enable further growth of the business. ENSO will become a subsidiary of ICAP's PTRI division.
Global Broking
Global Broking provides services to wholesale markets across a wide range of geographies and asset classes. ICAP's brokers leverage their deep customer relationships, help identify potential trading interest, access liquidity and facilitate price discovery in a vast array of financial instruments.
Global Broking's revenue by asset class for the year ended 31 March 2016 is set out below:
2016 2015 Change
Revenue by asset class GBPm GBPm %
---------------------------- ----- ----- -------
Rates 244 254 (4)
Commodities 119 116 3
Emerging markets 112 125 (10)
Equities 109 103 6
FX and money markets 68 73 (7)
Credit 35 39 (10)
Closed desks 7 79 n/a
---------------------------- ----- ----- -------
Total - reported 694 789 (12)
- constant currency 805 (14)
---------------------------- ----- ----- -------
Trading operating profit 46 62 (26)
-------------------------------- ------
Trading operating profit margin 7% 8% (1)ppt
-------------------------------- ------
The table above is presented on a total Group basis and, therefore, includes continuing and discontinued operations. See note 2 to the financial statements for a breakdown between continuing and discontinued operations.
The commentary below excludes the impact of closed desks.
For the year ended 31 March 2016 revenue decreased by 5% on a constant currency basis and by 3% on a reported basis to GBP687 million. The ongoing combination of structural and cyclical factors, including historically low and negative interest rates, low levels of volatility, and bank deleveraging resulting in reduced risk appetite from bank customers, continue to act as headwinds for the business. Global economic uncertainties and oil price reductions have generated spikes in activity but overall market activity remains subdued.
Investments in e-commerce and Global Broking's hybrid footprint has driven a 14% increase in matching revenue. During the year, Global Broking launched Scrapbook, allowing customers to efficiently manage corporate bond positions and, in March 2016, launched CrossTrade on TrueQuote, a new portal for buyside customers after a successful pilot.
Rates
The rates business comprises interest rate derivatives, government bonds and repos. Rate products contribute the largest share of Global Broking's revenue (35%) of which interest rate derivatives represent the most significant component. For the year ended 31 March 2016, revenue decreased by 4% on a reported basis.
ICAP's interest rate derivatives franchise remained strong with i-Swap forming an integral part of the hybrid offering in G3 interest rate swaps. Low interest rates and a reduced risk appetite from bank customers continued to dampen market activity. Trading activity in dollar interest rate swaps decreased year-on-year despite the long awaited increase in the US Federal funds rate in December which was well anticipated and generated only modest activity. Revenue from euro interest rate swaps also decreased as the prior year benefited from the volatility around the introduction of quantitative easing.
Trading activity in US government bonds increased on the prior year as global market uncertainty drove a flight to quality especially in the fourth quarter. Activity in European government bonds continued to be hampered by a reduction in risk appetite and bank customers' balance sheet constraints. Global market uncertainty boosted repo activity in the Americas, a market which is heavily focused on the short term. The Relative Value business launched in August 2014 continued to grow and expand its footprint.
Commodities
The commodities business comprises energy (including refined products, electricity, natural gas, crude oil, coal and alternative fuels), environmental markets, forward freight derivatives, metals, agricultural and soft commodities.
For the year ended 31 March 2016, revenue increased by 3% on a reported basis. Refined products make up the majority of the oils business and experienced moderate growth, while the smaller crude oil business was impacted by reduced hedging activity in addition to a tough comparable period in 2014/15. Trading activity in iron ore nearly doubled as extreme volatility broadened the customer base for hedging instruments in Asia. Growth in trading activity in freight and US electricity was partly offset by decreased activity in natural gas, ethanol and coal volumes. UK and European natural gas was impacted by commission rate pressure from low cost competitors, while downward price pressure from over supply continued to hamper the US natural gas market.
After many market participants delayed hedging activity in the autumn seeking higher winter prices, the second half of the year saw improved US electricity volumes as necessary hedging could no longer be deferred. UK and European electricity volumes remained steady as compared to the prior year.
Emerging markets
ICAP is active in emerging markets across Asia Pacific, Latin America, central and eastern Europe and Africa. Emerging market revenue includes domestic activity in local markets and cross-border activity in globally traded emerging market money and interest rate products.
For the year ended 31 March 2016, revenue decreased by 10% on a reported basis.
In addition to low global market volatility, economic and political concerns dampened trading activity in Latin America and central Europe. After a strong start to the year, growth in offshore renminbi related products slowed in the second half although there was an increase in trading activity in other Asian products due to uncertainty over the Chinese economy. Matching sessions continue to boost revenue in NDF's and generate a high portion of revenue in emerging market credit products.
Equities
The equities business principally comprises equity derivatives. For the year ended 31 March 2016, revenue increased by 6% on a reported basis.
Equity market volatility drove revenue growth but extreme volatility actually led to periods of reduced activity at times. Summer volatility in the equity markets boosted performance especially in the Americas, while significant growth in the Hong Kong equity derivatives marketplace was driven by the volatility in China. The launch of technology solutions in equity derivatives continued to improve the market position of the business.
FX and money markets
The FX and money markets business comprises spot, forwards and cash products. For the year ended 31 March 2016, revenue decreased by 7% on a reported basis.
Illiquid FX markets driven by the continuation of the low interest rate environment and a low risk appetite negatively impacted trading activity. Asia Pacific benefited from a restructuring of its FX presence in Singapore and Australia. Cash trading in the Americas remains strong driven by its positioning as the short-term funding tool of choice in the market.
Credit
The credit business comprises corporate bonds.
For the year ended 31 March 2016, revenue decreased by 10% on a reported basis. Inventory shift from banks to buy-side, driven by balance sheet constraints, remains a headwind for the business. Activity in high yield instruments was stronger than investment grade bonds as investors sought greater returns.
In response to a lack of liquidity in the corporate bond market, Global Broking launched Scrapbook and expects to launch I-Sam (ICAP's sponsored access for corporate bonds initiative) in the first quarter of 2016/17. Scrapbook allows traders to efficiently manage corporate bond positions which are available via Global Broking's e-commerce portal.
Financial review
In November 2015, we announced that we had entered into a Transaction which will, when completed, involve the disposal of our global hybrid voice broking and information business, including our associated technology and broking platforms (including i-Swap and Fusion), certain of our joint ventures and our associates (IGBB), to Tullett Prebon. For the year ended 31 March 2016, the Group's performance is therefore reported in the Group consolidated income statement separately for continuing and discontinued operations (net of tax). Discontinued operations consist of financials attributable to IGBB, adjusted for certain provisions in the SPA. The table below provides a breakdown of the Group's performance for the year.
Year ended 31 Year ended 31
March 2016 March 2015
========================= ================================ =================================
Continuing Discontinued Group Continuing Discontinued Group
GBPm GBPm GBPm GBPm GBPm GBPm
Trading operating
profit 139 82 221 154 98 252
Net finance costs (29) 4 (25) (32) 1 (31)
Share of profit of
joint ventures after
tax 1 3 4 (1) 5 4
Share of profit of
associates after tax (1) 4 3 1 3 4
Trading profit before
tax 110 93 203 122 107 229
Tax (23) (20) (43) (26) (18) (44)
Trading profit for
the year 87 73 160 96 89 185
Acquisition and disposal
costs, net of tax (58) - (58) (41) (3) (44)
Exceptional items,
net of tax (7) (27) (34) (15) (42) (57)
Profit for the year 22 46 68 40 44 84
Trading EPS (basic) 24.6p 28.7p
Full year dividend
per share 22.0p 22.0p
========================= ========== ============ ====== =========== ============ ======
Discontinued profit after tax is presented on one line in the consolidated income statement. A separate discontinued income statement is presented in note 4.
The Group's GBP221 million trading operating profit (2014/15 - GBP252 million) converted to a trading profit before tax of GBP203 million (2014/15 - GBP229 million) after deducting net finance costs of GBP25 million (2014/15 - GBP31 million) and recording a share of profit of joint ventures and associates after tax of GBP7 million (2014/15 - GBP8 million).
Trading net finance costs were GBP25 million for the year, GBP6 million lower than the prior year primarily reflecting the higher cost of the EUR300 million eurobond (settled in July 2014) and the double running of bonds in the prior year.
Trading profit before tax of GBP203 million includes GBP110 million from continuing operations (2014/15 - GBP122 million) and GBP93 million from discontinued operations (2014/15 - GBP107 million). The continuing income statement is not reflective of the financials of Newco going forward. The Group expects to receive dividend income for its investment in TP ICAP.
The GBP26 million decrease in trading profit before tax includes an GBP11 million year-on-year adverse movement from FX losses. Excluding the FX loss, trading profit before tax was down 7% on the prior year. Trading profit before tax was adversely affected by increased investment in the development of new products and solutions across the business, which offset the synergies realised in the year from the prior year cost savings programme.
Tax on trading profit
The Group's tax charge of GBP43 million on trading profit before tax represents an ETR of 21% (2014/15 - 19%). The ETR primarily reflects the various statutory tax rates applied to taxable profits in territories in which the Group operates.
The trading ETR is 2 percentage points higher than the prior year primarily driven by certain one-off adjustments in the prior year.
The Group manages its tax affairs in accordance with its tax strategy. The tax strategy was presented to the Audit Committee during the year.
Acquisition and disposal costs
Acquisition and disposal costs in the year were GBP74 million (2014/15 - GBP59 million) before a tax credit of GBP16 million (2014/15 - GBP15 million).
The continuing acquisition and disposal costs of GBP74 million include GBP25 million of impairment charges relating to our investments in certain non-core associates (2014/15 - GBPnil), GBP38 million of amortisation charges on acquired intangibles (2014/15 - GBP55 million), and a GBP9 million write down on reclassification of the shipping business to held for sale. During the year the Group undertook a review of the recoverability of its investments in non-core associates, in particular those that are associated with the voice broking business but will be retained by Newco. The review resulted in GBP25 million of impairment charges relating to the Group's investment in Howe Robinson Partners Pte Ltd, BSN Holdings Limited and Capital Shipbrokers Limited.
Other intangibles attributable to TriOptima were fully amortised in the prior year which explains the GBP17 million decrease in amortisation charges in the year.
Exceptional items
The Group discloses separately items that are non-recurring and material in terms of both size and nature. This allows appropriate visibility of these items and reflects how information is reviewed by management. It allows focus on the Group's trading performance, as well as due attention specifically on the exceptional items.
For the year to March 2016 exceptional items were GBP40 million (2014/15 - GBP75 million) before a tax credit of GBP6 million (2014/15 - GBP18 million). This includes GBP9 million relating to continuing operations (2014/15 - GBP16 million) and GBP31 million relating to discontinued operations (2014/15 - GBP59 million).
The discontinued exceptional costs represent Transaction-related costs including costs of sale and separation costs that were incurred and provided at 31 March 2016. The provision at 31 March 2016 does not include those Transaction-related costs which do not meet the provision recognition criteria. The GBP9 million continuing exceptional costs relate to exiting non-core businesses within Electronic Markets and are therefore presented in the continuing income statement.
The prior year costs principally related to the prior year restructuring programme of GBP60 million and the remaining GBP15 million related to regulatory matters including an GBP11 million provision relating to a EUR14.9 million (GBP10.9 million) fine imposed by the European Commission for alleged competition violations in relation to yen Libor.
Trading EPS and dividend
Trading EPS (basic) is calculated based on the trading profit for the year.
Management believes that trading EPS (basic) is the most appropriate EPS measurement ratio for the Group as this most closely reflects the ongoing generation of cash attributable to shareholders and in turn the Group's ability to fund sustainable dividends. In line with this the Remuneration Committee considers trading EPS (basic) in its review of management performance and uses that metric in the remuneration of the executive directors. A reconciliation between trading EPS (basic) and EPS (basic) is presented in note 5 to the financial statements.
The Group reported a trading EPS of 24.60p per share, a decrease of 14% on the prior year driven by a combination of a decrease in the trading profit before tax and the increase in the ETR.
The directors recommend a nal dividend of 15.40p per share. If approved, the nal dividend will be paid on 22 July 2016 to shareholders on the register at the close of business on 1 July 2016. The shares will be quoted ex-dividend from 30 June 2016.
The full-year dividend will be 22.00p (2014/15 - 22.00p) including the payment of the 6.60p interim dividend on 5 February 2016. The full-year dividend per share is covered 1.1 times (2014/15 - 1.3 times) by trading EPS of 24.60p.
Free cash flow
The Groups' free cash flow conversion for the year was 96% (2014/15 - 121%) of the Group's trading profit. Cash generated from operating activities before exceptional items of GBP273 million was GBP69 million lower than the prior year. The decrease was driven by a combination of a lower trading EBITDA and adverse year-on-year working capital movements.
Year ended
Year ended 31 March
Free cash flow 31 March 2015
2016 GBPm
GBPm (re-presented)*
================================= ============ ================
Cash generated from operating
activities** 273 342
Interest and tax (57) (66)
================================= ============ ================
Cash ow from trading activities 216 276
Capital expenditure (71) (57)
Dividends from associates, joint
ventures and investments 9 6
================================= ============ ================
Trading free cash flow 154 225
--------------------------------- ------------ ----------------
Free cash flow conversion (%) 96% 121%
--------------------------------- ------------ ----------------
* Before exceptional items
** Re-presented to exclude effects of short-term timing differences arising from unsettled matched principal trades at 31 March 2016
Application of free cash flow
Cash flow from trading activities of GBP216 million (2014/15 - GBP276 million) was used to pay GBP141 million in dividends to shareholders as the Group continues to maintain strong dividend payments.
Capital expenditure of GBP71 million includes GBP66 million of investment in technology assets. Additionally, GBP93 million of cash spend on technology during the year was directly charged to the income statement. ICAP's market leading position has been achieved and maintained through substantial investment over many years in technology and market user infrastructure. ICAP is committed to maintaining a high level of investment in technology assets, especially in growth areas in Electronic Markets and Post Trade Risk and Information, over the coming years as ICAP continues its drive to improve and widen our product offerings to our customers.
Balance sheet highlights
The Group's net assets as at 31 March 2016 were GBP1,018 million (2014/15 - GBP1,018 million). The retained deficit in the year of GBP73 million (net of GBP141 million dividends) was offset by GBP61 million of gains arising from favourable FX movements and GBP12 million of other favourable movements in reserves.
As at 31 March As at
2016 31 March
2015
-------------------------- ------------------------ ---------
Continuing Held Group Group
GBPm for GBPm GBPm
sale
GBPm
-------------------------- ---------- ----- ----- ---------
Net assets
-------------------------- ---------- ----- ----- ---------
Intangible assets arising
on consolidation 826 83 909 930
-------------------------- ---------- ----- ----- ---------
Cash and cash equivalents 157 359 516 481
-------------------------- ---------- ----- ----- ---------
Borrowings (583) (81) (664) (549)
-------------------------- ---------- ----- ----- ---------
Restricted funds 26 33 59 43
-------------------------- ---------- ----- ----- ---------
Other net assets 60 138 198 113
-------------------------- ---------- ----- ----- ---------
Total net assets 486 532 1,018 1,018
-------------------------- ---------- ----- ----- ---------
The assets and liabilities attributable to IGBB are presented as held for sale assets and liabilities on the face of the consolidated balance sheet which net to GBP532 million.
The Group's financial position is presented separately for the IGBB business from the retained Group in the consolidated balance sheet. Assets and liabilities attributable to IGBB, subject to certain provisions in the SPA, are disclosed on the balance sheet in two separate line items - held for sale assets and held for sale liabilities. The continuing balance sheet is not reflective of the balance sheet of the retained Group going forward.
On completion, the Group will receive GBP330 million of cash from the enlarged Tullett Prebon and will recognise an available-for-sale investment equal to the fair value of its stake in the enlarged Tullett Prebon.
The significant balance sheet line items, including intangible assets arising on consolidation, trade receivables and payables, cash and cash equivalents and borrowings are discussed below, together with regulatory capital.
Intangible assets arising on consolidation
The continuing Group's goodwill and other intangible assets arising from consolidation as at 31 March 2016 were GBP826 million (2014/15 - GBP930 million). During the year, GBP92 million of goodwill primarily attributable to IGBB was transferred to held for sale. Other intangible assets were amortised by GBP38 million (2014/15 - GBP55 million) during the year.
The board reviewed the Group's goodwill and other intangible assets arising on consolidation for impairment as at 31 March 2016 and concluded that there was no impairment at that date.
The review was based on certain estimates and assumptions, including future cash flow projections and discount rates. The Audit Committee challenged management's judgements and estimates and has approved the appropriateness of management assumptions.
Trade receivables and payables
The increase in trade receivables and payables is principally due to a change in clearing arrangements for certain US Treasuries within BrokerTec. This resulted in an increase in matched principal receivables and payables.
As at As at
31 March 31 March
2016 2016
GBPm GBPm
-------------------------- --------- ---------
Receivables
-------------------------- --------- ---------
Continuing 59,322 -
-------------------------- --------- ---------
Held for sale assets 20,788 23,351
-------------------------- --------- ---------
80,110 23,351
-------------------------- --------- ---------
Payables
-------------------------- --------- ---------
Continuing (59,322) -
-------------------------- --------- ---------
Held for sale liabilities (20,738) (23,307)
-------------------------- --------- ---------
(80,060) (23,307)
-------------------------- --------- ---------
Net 50 44
-------------------------- --------- ---------
Liquidity and funding
The Group's overall funding position at 31 March 2016 remains strong.
The gross debt position, including that of IGBB, increased by GBP115 million to GBP664 million as at 31 March 2016. This position includes overdrafts of GBP83 million (2014/15 - GBP33 million), net of fees. The increase relates to the GBP110 million drawdown of the revolving credit facility (less fees of GBP2 million), the Japanese yen loan of GBP62 million, a GBP25 million adverse impact of FX and the GBP50 million increase in overdrafts driven by short-term timing differences arising as a result of unsettled matched principal trades as at 31 March 2016, which subsequently reversed within a few days. The adverse movement was partially offset by a GBP130 million repayment of the guaranteed subordinated loan notes in June 2015. As at 31 March 2016, the Group had committed undrawn headroom under its core credit facilities of GBP315 million (2014/15 - GBP425 million). The Group agreed an extension of the maturity date on its revolving credit facility to March 2018.
In November 2015, following the announcement of the Transaction with Tullett Prebon, Moody's changed its outlook for the Group from negative to stable while its rating remained as Baa3. Fitch
maintained their rating of BBB (stable) throughout the year.
Net debt
Net debt, including that of IGBB, increased by GBP80 million in the year to GBP148 million as at 31 March 2016. The increase in net debt was principally driven by GBP40 million short-term timing differences arising from unsettled matched principal trades which reversed subsequently within a few days. The remainder was a result of a combination of factors including GBP17 million of further investments in new businesses in the PTRI division and a GBP29 million payment in relation to one-off Transaction-related costs and payout in relation to last year's global broking restructuring programme.
Regulatory capital
ICAP operates its business under an investment firm waiver, which currently runs until December 2017. The waiver modifies the basis on which regulatory capital is assessed and, at 31 March 2016, ICAP had GBP0.8 billion (2014/15 - GBP0.7 billion) of headroom on this basis. The effect of the waiver is to exclude goodwill and other intangibles from the assessment and, in doing so, allows the Group to undertake acquisitions using debt rather than equity finance. In the event that the waiver was not renewed, applying a consolidated approach would increase the regulatory capital requirement by approximately GBP0.5 billion which, in line with recent precedent, would most likely be met through retained profit over time.
Following the disposal of IGBB, it is expected that the retained Group will not be subject to consolidated regulatory capital requirements.
ICAP operates 43 regulated subsidiaries globally. Each is locally capitalised and regulated. Together these entities hold GBP494 million of cash (including restricted funds) of which GBP348 million (2014/15 - GBP357 million) is held by the Global Broking businesses. Electronic Markets and Post Trade Risk and Information hold GBP126 million (2014/15 - GBP55 million) and GBP20 million (2014/15 - GBP18 million) respectively.
Financial statements
Consolidated income statement
Year ended 31 March 2016
Acquisition
and Exceptional
Trading disposal items Total
Note GBPm costs GBPm GBPm
GBPm
------------------------------- ------- ---------- -------------- -------------- --------
Revenue 1 460 - - 460
------------------------------- ------- ---------- -------------- -------------- --------
Operating expenses 2 (321) (75) (9) (405)
------------------------------- ------- ---------- -------------- -------------- --------
Other income - - - -
------------------------------- ------- ---------- -------------- -------------- --------
Operating profit 1 139 (75) (9) 55
------------------------------- ------- ---------- -------------- -------------- --------
Finance income 1 1 - 2
------------------------------- ------- ---------- -------------- -------------- --------
Finance costs (30) - - (30)
------------------------------- ------- ---------- -------------- -------------- --------
Share of profit of joint
ventures after tax 1 - - 1
------------------------------- ------- ---------- -------------- -------------- --------
Share of profit of associates
after tax (1) - - (1)
------------------------------- ------- ---------- -------------- -------------- --------
Profit before tax from
continuing operations 110 (74) (9) 27
------------------------------- ------- ---------- -------------- -------------- --------
Tax 7 (23) 16 2 (5)
------------------------------- ------- ---------- -------------- -------------- --------
Profit for the year
from continuing operations 87 (58) (7) 22
------------------------------- ------- ---------- -------------- -------------- --------
Profit for the year
from discontinued operations 4 73 - (27) 46
------------------------------- ------- ---------- -------------- -------------- --------
Profit for the year 160 (58) (34) 68
------------------------------- ------- ---------- -------------- -------------- --------
Attributable to:
------------------------------- ------- ---------- -------------- -------------- --------
Owners of the Company 163 (58) (34) 71
------------------------------- ------- ---------- -------------- -------------- --------
Non-controlling interests (3) - - (3)
------------------------------- ------- ---------- -------------- -------------- --------
160 (58) (34) 68
------------------------------- ------- ---------- -------------- -------------- --------
Earnings per ordinary
share (pence)
------------------------------- ------- ---------- -------------- -------------- --------
- basic 5 24.6 10.5
------------------------------- ------- ---------- -------------- -------------- --------
- diluted 5 24.2 10.3 ------------------------------- ------- ---------- -------------- -------------- --------
Year ended 31 March 2015
(restated)
Acquisition
and Exceptional
Trading disposal items Total
Note GBPm costs GBPm GBPm
GBPm
------------------------------- ------- ---------- -------------- -------------- --------
Revenue 1 468 - - 468
------------------------------- ------- ---------- -------------- -------------- --------
Operating expenses 2 (313) (58) (16) (387)
------------------------------- ------- ---------- -------------- -------------- --------
Other income (1) - - (1)
------------------------------- ------- ---------- -------------- -------------- --------
Operating profit 1 154 (58) (16) 80
------------------------------- ------- ---------- -------------- -------------- --------
Finance income 2 (1) - 1
------------------------------- ------- ---------- -------------- -------------- --------
Finance costs (34) - - (34)
------------------------------- ------- ---------- -------------- -------------- --------
Share of profit of joint
ventures after tax 1 - - 1
------------------------------- ------- ---------- -------------- -------------- --------
Share of profit of associates
after tax (1) - - (1)
------------------------------- ------- ---------- -------------- -------------- --------
Profit before tax from
continuing operations 122 (59) (16) 47
------------------------------- ------- ---------- -------------- -------------- --------
Tax 7 (26) 18 1 (7)
------------------------------- ------- ---------- -------------- -------------- --------
Profit for the year
from continuing operations 96 (41) (15) 40
------------------------------- ------- ---------- -------------- -------------- --------
Profit for the year
from discontinued operations 4 89 (3) (42) 44
------------------------------- ------- ---------- -------------- -------------- --------
Profit for the year 185 (44) (57) 84
------------------------------- ------- ---------- -------------- -------------- --------
Attributable to:
------------------------------- ------- ---------- -------------- -------------- --------
Owners of the Company 185 (44) (57) 84
------------------------------- ------- ---------- -------------- -------------- --------
Non-controlling interests - - - -
------------------------------- ------- ---------- -------------- -------------- --------
185 (44) (57) 84
------------------------------- ------- ---------- -------------- -------------- --------
Earnings per ordinary
share (pence)
------------------------------- ------- ---------- -------------- -------------- --------
- basic 5 28.7 13.0
------------------------------- ------- ---------- -------------- -------------- --------
- diluted 5 28.1 12.8
------------------------------- ------- ---------- -------------- -------------- --------
Financial statements
Consolidated statement of comprehensive income
Year Year
ended ended
31 31
March March
2016 2015
GBPm GBPm(restated)
--------------------------------------- -------- ----------------
Profit for the year 68 84
---------------------------------------- -------- ----------------
Other comprehensive income/(expense)
from continuing operations
--------------------------------------- -------- ----------------
Items that will be reclassified
subsequently to profit or loss
when specific conditions are met:
--------------------------------------- -------- ----------------
Revaluation gain in the year 1 1
---------------------------------------- -------- ----------------
Cash flow hedges
--------------------------------------- -------- ----------------
- fair value (losses)/gains (20) (37)
---------------------------------------- -------- ----------------
- fair value gains transferred
to income statement 17 29
---------------------------------------- -------- ----------------
(3) (8)
--------------------------------------- -------- ----------------
Exchange differences 44 66
---------------------------------------- -------- ----------------
Deferred tax recognised in other 1 -
comprehensive income
--------------------------------------- -------- ----------------
Other comprehensive income/(expense)
for the year, net of tax, from
continuing operations 43 59
---------------------------------------- -------- ----------------
Other comprehensive income/ (expense)
for the year, net of tax, from
discontinued operations 19 25
---------------------------------------- -------- ----------------
Total comprehensive income/(expense)
for the year 130 168
---------------------------------------- -------- ----------------
Total comprehensive income/(expense)
attributable to:
--------------------------------------- -------- ----------------
Owners of the Company 131 164
---------------------------------------- -------- ----------------
Non-controlling interests (1) 4
---------------------------------------- -------- ----------------
130 168
--------------------------------------- -------- ----------------
Financial statements
Consolidated and Company balance sheet
Group Company
------------------------------- ------- -------------------- ------------------
As As As As
at at at at
31 31 31 31
Note March March March March
2016 2015 2016 2015
GBPm GBPm GBPm GBPm
------------------------------- ------- --------- --------- -------- --------
Assets
------------------------------- ------- --------- --------- -------- --------
Non-current assets
------------------------------- ------- --------- --------- -------- --------
Intangible assets arising
on consolidation 826 930 - -
------------------------------- ------- --------- --------- -------- --------
Intangible assets arising
from development expenditure 88 108 - -
------------------------------- ------- --------- --------- -------- --------
Property and equipment 30 40 - -
------------------------------- ------- --------- --------- -------- --------
Investment in subsidiaries - - 2,315 2,036
------------------------------- ------- --------- --------- -------- --------
Investment in joint
ventures 6 13 - -
------------------------------- ------- --------- --------- -------- --------
Investment in associates 52 68 1 1
------------------------------- ------- --------- --------- -------- --------
Deferred tax assets 13 6 - -
------------------------------- ------- --------- --------- -------- --------
Trade and other receivables 9 5 124 124
------------------------------- ------- --------- --------- -------- --------
Available-for-sale
investments 9 17 - -
------------------------------- ------- --------- --------- -------- --------
1,033 1,187 2,440 2,161
------------------------------- ------- --------- --------- -------- --------
Current assets
------------------------------- ------- --------- --------- -------- --------
Trade and other receivables 59,461 24,411 34 97
------------------------------- ------- --------- --------- -------- --------
Cash and cash equivalents 8 157 481 - -
------------------------------- ------- --------- --------- -------- --------
Restricted funds 8 26 43 - -
------------------------------- ------- --------- --------- -------- --------
Tax receivable - - 1 -
------------------------------- ------- --------- --------- -------- --------
Held for sale assets 4 21,393 21 - -
------------------------------- ------- --------- --------- -------- --------
81,037 24,956 35 97
------------------------------- ------- --------- --------- -------- --------
Total assets 82,070 26,143 2,475 2,258
------------------------------- ------- --------- --------- -------- --------
Liabilities
------------------------------- ------- --------- --------- -------- --------
Current liabilities
------------------------------- ------- --------- --------- -------- --------
Trade and other payables (59,464) (24,378) (510) (279)
------------------------------- ------- --------- --------- -------- --------
Borrowings (64) (163) - -
------------------------------- ------- --------- --------- -------- --------
Tax payable (41) (39) - -
------------------------------- ------- --------- --------- -------- --------
Provisions (8) (20) - -
------------------------------- ------- --------- --------- -------- --------
Held for sale liabilities 4 (20,861) (4) - -
------------------------------- ------- --------- --------- -------- --------
(80,438) (24,604) (510) (279)
------------------------------- ------- --------- --------- -------- --------
Non-current liabilities
------------------------------- ------- --------- --------- -------- --------
Trade and other payables (12) (37) - -
------------------------------- ------- --------- --------- -------- --------
Borrowings (519) (386) (135) (134)
------------------------------- ------- --------- --------- -------- --------
Deferred tax liabilities 7 (67) (73) - -
------------------------------- ------- --------- --------- -------- --------
Retirement benefit
obligations (3) (6) - -
------------------------------- ------- --------- --------- -------- --------
Provisions (13) (19) - -
------------------------------- ------- --------- --------- -------- --------
(614) (521) (135) (134)
------------------------------- ------- --------- --------- -------- --------
Total liabilities (81,052) (25,125) (645) (413)
------------------------------- ------- --------- --------- -------- --------
Net assets 1,018 1,018 1,830 1,845
------------------------------- ------- --------- --------- -------- --------
Equity
------------------------------- ------- --------- --------- -------- --------
Capital and reserves
------------------------------- ------- --------- --------- -------- --------
Called up share capital 66 66 66 66
------------------------------- ------- --------- --------- -------- --------
Share premium account 454 454 454 454
------------------------------- ------- --------- --------- -------- --------
Other reserves 77 79 1 1
------------------------------- ------- --------- --------- -------- --------
Translation 104 43 - -
------------------------------- ------- --------- --------- -------- --------
Retained earnings 276 330 1,309 1,324
------------------------------- ------- --------- --------- -------- --------
Equity attributable
to owners of the Company 977 972 1,830 1,845
------------------------------- ------- --------- --------- -------- --------
Non-controlling interests 41 46 - -
------------------------------- ------- --------- --------- -------- --------
Total equity 1018 1,018 1,830 1,845
------------------------------- ------- --------- --------- -------- --------
The financial statements were approved by the board on 16 May 2016 and signed on its behalf by:
Stuart Bridges
Group Finance Director
Financial statements
Consolidated statement of changes in equity
Attributable
to owners
Year ended Share Share Other Retained of the Non-controlling
31 March capital premium reserves Translation earnings Company interests Total
2016 GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm
================= ============= ======= ======== =========== ======== ============ =============== =====
Balance at
1 April 2015 66 454 79 43 330 972 46 1,018
================= ============= ======= ======== =========== ======== ============ =============== =====
Profit for
the year - - - - 71 71 (3) 68
================= ============= ======= ======== =========== ======== ============ =============== =====
Other
comprehensive
income/(expense)
================= ============= ======= ======== =========== ======== ============ =============== =====
Cash flow
hedges - - (3) - - (3) - (3)
================= ============= ======= ======== =========== ======== ============ =============== =====
Exchange
differences - - - 61 - 61 2 63
================= ============= ======= ======== =========== ======== ============ =============== =====
Revaluation
gains realised
in the year - - 1 - - 1 - 1
================= ============= ======= ======== =========== ======== ============ =============== =====
Income tax - - - - 1 1 - 1
================= ============= ======= ======== =========== ======== ============ =============== =====
Total
comprehensive
income/(expense)
for the
year - - (2) 61 72 131 (1) 130
================= ============= ======= ======== =========== ======== ============ =============== =====
Treasury
Shares awarded - - - - 3 3 - 3
================= ============= ======= ======== =========== ======== ============ =============== =====
Other movements
in
non-controlling
interests - - - 4 4 (2) 2
================= ============= ======= ======== =========== ======== ============ =============== =====
Share-based
payments
in the year - - - - 8 8 - 8
================= ============= ======= ======== =========== ======== ============ =============== =====
Dividends
paid
in the year - - - - (141) (141) (2) (143)
================= ============= ======= ======== =========== ======== ============ =============== =====
Balance at
31 March
2016 66 454 77 104 276 977 41 1,018
================= ============= ======= ======== =========== ======== ============ =============== =====
Attributable
to owners
Year ended Share Share Other Retained of the Non-controlling
31 March capital premium reserves Translation earnings Company interests Total 2015 GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm ================= ======= ======= ======== =========== ======== ============ =============== ===== Balance at 1 April 2014 66 454 86 (44) 379 941 42 983 ================= ======= ======= ======== =========== ======== ============ =============== ===== Profit for the year - - - - 84 84 - 84 ================= ======= ======= ======== =========== ======== ============ =============== ===== Other comprehensive income/(expense) ================= ======= ======= ======== =========== ======== ============ =============== ===== Cash flow hedges - - (8) - - (8) - (8) ================= ======= ======= ======== =========== ======== ============ =============== ===== Exchange differences - - - 87 - 87 4 91 ================= ======= ======= ======== =========== ======== ============ =============== ===== Revaluation gains realised in the year - - 1 - - 1 - 1 ================= ======= ======= ======== =========== ======== ============ =============== ===== Total comprehensive income/(expense) for the year - - (7) 87 84 164 4 168 ================= ======= ======= ======== =========== ======== ============ =============== ===== Treasury Shares awarded - - - - 1 1 - 1 ================= ======= ======= ======== =========== ======== ============ =============== ===== Share-based payments in the year - - - - 7 7 - 7 ================= ======= ======= ======== =========== ======== ============ =============== ===== Dividends paid in the year - - - - (141) (141) - (141) ================= ======= ======= ======== =========== ======== ============ =============== ===== Balance at 31 March 2015 66 454 79 43 330 972 46 1,018 ================= ======= ======= ======== =========== ======== ============ =============== =====
Financial statements
Company statement of changes in equity
Share Capital
Share premium redemption Retained
capital account reserve earnings Total
Year ended 31 March 2016 GBPm GBPm GBPm GBPm GBPm
---------------------------- -------- -------- ----------- --------- -----
Balance as at 1 April 2015 66 454 1 1,324 1,845
---------------------------- -------- -------- ----------- --------- -----
Profit for the year - - - 123 123
---------------------------- -------- -------- ----------- --------- -----
Total comprehensive income
for the year - - - 123 123
---------------------------- -------- -------- ----------- --------- -----
Dividends paid in the year - - - (141) (141)
---------------------------- -------- -------- ----------- --------- -----
Treasury shares awarded - - - 3 3
---------------------------- -------- -------- ----------- --------- -----
Balance as at 31 March 2016 66 454 1 1,309 1,830
---------------------------- -------- -------- ----------- --------- -----
Share Capital
Share premium redemption Retained
capital account reserve earnings Total
Year ended 31 March 2015 GBPm GBPm GBPm GBPm GBPm
---------------------------- -------- -------- ----------- --------- -----
Balance as at 1 April 2014 66 454 1 1,213 1,734
---------------------------- -------- -------- ----------- --------- -----
Profit for the year - - - 251 251
---------------------------- -------- -------- ----------- --------- -----
Total comprehensive income
for the year - - - 251 251
---------------------------- -------- -------- ----------- --------- -----
Dividends paid in the year - - - (141) (141)
---------------------------- -------- -------- ----------- --------- -----
Treasury shares awarded - - - 1 1
---------------------------- -------- -------- ----------- --------- -----
Balance as at 31 March 2015 66 454 1 1,324 1,845
---------------------------- -------- -------- ----------- --------- -----
Financial statements
Consolidated and Company statement of cash flow
Group Company
----------------------------------- ------------------------- ------------------------------
Year
Year ended Year Year
ended 31 ended ended
31 March 31 31
March 2015 March March
2016 GBPm 2016 2015
GBPm (restated) GBPm GBPm
----------------------------------- ------------ ----------- -------------- --------------
Cash flows from operating
activities 147 199 13 -
------------------------------------ ------------ ----------- -------------- --------------
Cash flows from investing
activities
----------------------------------- ------------ ----------- -------------- --------------
Dividends received from
subsidiaries - - 128 141
------------------------------------ ------------ ----------- -------------- --------------
Dividends received from
associates 6 4 - -
------------------------------------ ------------ ----------- -------------- --------------
Dividends received from
joint ventures 2 1 - -
------------------------------------ ------------ ----------- -------------- --------------
Other equity dividends
received 1 - - -
------------------------------------ ------------ ----------- -------------- --------------
Payments to acquire property
and equipment (17) (9) - -
------------------------------------ ------------ ----------- -------------- --------------
Intangible development
expenditure (54) (48) - -
------------------------------------ ------------ ----------- -------------- --------------
Proceeds from disposal
of available-for-sale investments 1 - - -
------------------------------------ ------------ ----------- -------------- --------------
Acquisition of available-for-sale
investments (5) - - -
------------------------------------ ------------ ----------- -------------- --------------
Acquisition of interests
in subsidiaries - (1) - -
------------------------------------ ------------ ----------- -------------- --------------
Proceeds from disposal
of subsidiaries - 1 - -
------------------------------------ ------------ ----------- -------------- --------------
Acquisition of associates
and joint ventures (17) - - -
------------------------------------ ------------ ----------- -------------- --------------
Net cash flows from investing
activities (83) (52) 128 141
------------------------------------ ------------ ----------- -------------- --------------
Cash flows from financing
activities
----------------------------------- ------------ ----------- -------------- --------------
Dividends paid to non-controlling
interest (2) - - -
------------------------------------ ------------ ----------- -------------- --------------
Proceeds from exercise
of share options 3 - - -
------------------------------------ ------------ ----------- -------------- -------------- Dividends paid to owners of the Company (141) (141) (141) (141) ------------------------------------ ------------ ----------- -------------- -------------- Repayment of borrowings (126) (259) - - ------------------------------------ ------------ ----------- -------------- -------------- Funds received from borrowing, net of fees 171 - - - ------------------------------------ ------------ ----------- -------------- -------------- Receipts from subsidiaries - - - - ----------------------------------- ------------ ----------- -------------- -------------- Payments to subsidiaries - - - - ----------------------------------- ------------ ----------- -------------- -------------- Net cash flows from financing activities (95) (400) (141) (141) ------------------------------------ ------------ ----------- -------------- -------------- Net decrease in cash and cash equivalents (31) (253) - - ------------------------------------ ------------ ----------- -------------- -------------- Net cash and cash equivalents at beginning of the year 448 697 - - ------------------------------------ ------------ ----------- -------------- -------------- FX adjustments 16 4 - - ------------------------------------ ------------ ----------- -------------- -------------- Net cash and cash equivalents at end of the year* 433 448 - - ------------------------------------ ------------ ----------- -------------- --------------
*Net of GBP83m overdraft as at 31 March 2016 (2014/15 - GBP33m).
Cash flows of discontinued operations
Cash inflows from operating activities of GBP23m, cash outflows from investing activities of GBP15m and cash outflows from financing activities of GBP2m were incurred in the year relating to the discontinued business.
Basis of preparation
Preparation of financial statements
The consolidated financial statements of the Group and the separate financial statements of ICAP plc have been prepared in accordance with IFRSs, as issued by the IASB and the interpretations issued by the IFRS Interpretations Committee (IFRIC) and their predecessor bodies, and as endorsed by the EU and the Companies Act 2006 applicable to companies reporting under IFRS. In publishing the parent Company financial statements here together with the Group financial statements, ICAP plc has taken advantage of the exemption in section 408(3) of the Companies Act 2006 not to present its individual income statement, individual statement of comprehensive income and related notes that form a part of these financial statements. The financial statements are prepared in pounds sterling, which is the functional currency of the Company and presented in millions. ICAP plc is incorporated and domiciled in the UK.
The significant accounting policies adopted by the Group and the Company are included within the notes to which they relate.
The preparation of financial statements requires management to apply judgements and the use of estimates and assumptions about future conditions. Management considers impairment of goodwill and other intangible assets arising on consolidation, investment in joint ventures and associates, contingent liabilities (note 9), and the presentation of exceptional items (note 3) to be the areas where increased judgement is required. Further information about key assumptions concerning the future, and other key sources of estimation uncertainty, are set out in the relevant notes to the financial statements. Estimates and assumptions are continuously evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Due to the inherent uncertainty in making estimates, actual results reported in future periods may be based on amounts which differ from those estimates. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected.
In November 2015, the Group announced that it had entered into a Transaction which will, when completed, involve the disposal of its global hybrid voice broking and information business, including the associated technology and broking platforms (including i-Swap and Fusion), and certain joint ventures and associates (IGBB), to Tullett Prebon. The disposal is subject to approvals from regulatory authorities across jurisdictions. The Group is committed to a plan to sell having signed the SPA with Tullett Prebon and it is anticipated that the required regulatory approvals will be obtained and the transaction will complete in 2016.
The IGBB business disposal meets the criteria of IFRS5 for held for sale classification. The criteria for held for sale are met as the business is available for sale in its present condition and the sale is highly probable.
The results of the IGBB business, subject to certain provisions in the SPA, are presented as discontinued operations in the consolidated income statement as the sale is a single co-ordinated plan to dispose of a separate major line of business. The assets and liabilities attributable to IGBB, also subject to certain provisions in the SPA, are presented as held for sale assets and liabilities on the face of the balance sheet.
Presentation of the income statement
The Group maintains a columnar format for the presentation of its consolidated income statement. The columnar format enables the Group to continue its practice of improving the understanding of its results by presenting its trading profit. This is the profit measure used to calculate trading EPS (note 5) and is considered to be the most appropriate as it better reflects the Group's trading earnings. Trading profit is reconciled to profit before tax on the face of the consolidated income statement, which also includes acquisition and disposal costs and exceptional items.
The column 'acquisition and disposal costs' includes: any gains, losses or other associated costs on the full or partial disposal of investments, associates, joint ventures or subsidiaries and costs associated with a business combination that do not constitute fees relating to the arrangement of financing; amortisation or impairment of intangible assets arising on consolidation; any re-measurement after initial recognition of deferred contingent consideration which has been classified as a liability, and any gains or losses on the revaluation of previous interests. The column may also include items such as gains or losses on the settlement of pre-existing relationships with acquired businesses and the re-measurement of liabilities that are above the value of indemnification.
Items which are of a non-recurring nature and material, when considering both size and nature, are disclosed separately to give a clearer presentation of the Group's results. These are shown as exceptional items on the face of the consolidated income statement.
When the Group has disposed of or intends to dispose of a business component that represents a major line of business or geographic area of operations, it classifies such operations as discontinued. The post-tax profit or loss of the discontinued operations is shown as a single line on the face of the consolidated income statement, separate from the other results of the Group. The consolidated income statement for the comparative periods is restated to show the discontinued operations separate from those generated by the continuing operations.
Basis of consolidation
The Group's consolidated financial statements include the results and net assets of the Company, its subsidiaries and the Group's share of joint ventures and associates.
Subsidiaries
An entity is regarded as a subsidiary if the Group has control over its strategic, operating and financial policies and intends to hold the investment on a long-term basis for the purpose of securing a contribution to the Group's activities.
The purchase method of accounting is used to account for the acquisition of subsidiaries by the Group. The cost of acquisition is measured at fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange. Identifiable assets acquired and liabilities and contingent liabilities assumed in the business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any minority interest. The excess of the cost of acquisition over the fair value of the Group's share of the identifiable net assets acquired is recorded as goodwill. If the costs of the acquisition are less than the fair value of the net assets acquired, the difference is recognised directly in the consolidated income statement.
Fees associated with an acquisition are expensed as incurred. When the Group increases its investment in an entity resulting in an associate becoming a subsidiary, the intangibles related to the acquisition are valued and the element of those not previously recognised as a share of net assets are recorded as revaluation gains realised in the year in other comprehensive income. A change of ownership that does not result in a loss of control is classified as an equity transaction, with the difference between the amount by which the non-controlling interest is recorded and the fair value of the consideration received recognised directly in equity.
Where the Group has issued a put option over shares held by a non-controlling interest, the Group derecognises the non-controlling interests and instead recognises a contingent deferred consideration liability for the estimated amount likely to be paid to the non-controlling interest on exercise of those options. The residual amount, representing the difference between any consideration paid/payable and the non-controlling interest's share of net assets, is recognised in equity. Movements in the estimated liability after initial recognition are recognised within the consolidated income statement. Where the Group has a call option over shares held by a non-controlling interest, the Group continues to recognise the non-controlling interest until it is certain that the option will be called. At that point the accounting treatment is the same as for a put option.
The results of companies acquired during the year are included in the Group's results from the effective date of acquisition. The results of companies disposed of during the year are included up to the effective date of disposal.
The Group treats transactions with non-controlling interests as transactions with equity owners of the Group. For purchases from non-controlling interests, the difference between any consideration paid and the relevant share acquired of the carrying value of net assets of the subsidiary is recorded in equity. Gains or losses on disposals to non-controlling interests are also recorded in equity.
On consolidation, the accounting policies of Group companies (the Company and its subsidiaries) are consistent with those applied by the Group. Intercompany transactions, balances and unrealised gains on transactions between Group companies are eliminated as part of the consolidation process. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Joint ventures
A joint venture is an entity in which the Group has an interest and, in the opinion of the directors, exercises joint control over its operating and financial policies. An interest exists where an investment is held on a long-term basis for the purpose of securing a contribution to the Group's activities. Following the adoption of IFRS11 'Joint Arrangements' and IAS28 'Investments in Associates and Joint Ventures' on 1 April 2014, investments in joint ventures are recognised using the equity method. Under this method, such investments are initially stated at cost, including attributable goodwill, and are adjusted thereafter for the post-acquisition change in the Group's share of net assets.
Associates
The Group classifies investments in entities over which it has significant influence, but not control, and that are neither subsidiaries nor joint ventures, as associates. Investments in associates are recognised using the equity method. Under this method, such investments are initially stated at cost, including attributable goodwill, and are adjusted thereafter for the post-acquisition change in the Group's share of net assets.
Foreign currencies
In individual entities, transactions denominated in foreign currencies are recorded at the prior month closing exchange rate between the functional currency and the foreign currency. At each end of the reporting period, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing at the end of the reporting period. Exchange differences are recognised in the consolidated income statement, except for exchange differences arising on non-monetary assets and liabilities where these form part of the net investment of an overseas business or are designated as hedges of a net investment or cash flow and, therefore, the changes in value resulting from exchange differences are recognised directly in other comprehensive income. Non-monetary items carried at historical cost are translated in the balance sheet at the exchange rate on the original transaction date. Non-monetary items measured at fair value are translated using the exchange rate ruling when the fair value was determined.
On consolidation, the results of businesses with non-pound sterling functional currencies are translated into the presentational currency of the Group at the average exchange rates for the year where these approximate to the rate at the date of the transactions. Assets and liabilities of overseas businesses are translated into the presentational currency of the Group at the exchange rate prevailing at the end of the reporting period. Exchange differences arising are recognised within other comprehensive income. Cumulative translation differences arising after the transition to IFRS are taken to the consolidated income statement on disposal of the net investment.
Goodwill and fair value adjustments arising on the acquisition of a non-pound sterling entity are treated as assets and liabilities of that entity and translated into the presentational currency of the Group at the period closing rate. Where applicable, the Group has elected to treat goodwill and fair value adjustments arising before the date of transition to IFRS as denominated in the presentational currency of the Group.
In the consolidated statement of cash flows, cash flows denominated in foreign currencies are translated into the presentational currency of the Group at the average exchange rates for the year or at the rate prevailing at the time of the transaction where more appropriate.
Future accounting developments
At 31 March 2016, the following standards have been issued by the IASB which are not effective for these consolidated financial statements:
-- in July 2014, IASB issued IFRS9 'Financial Instruments', which will replace IAS39 'Financial Instruments: Recognition and Measurement'. The standard will be effective for annual periods beginning on or after 1 January 2018. ICAP intends to adopt IFRS9 for its financial statements for the year ending 31 March 2019; and
-- in May 2014, IASB issued IFRS15 'Revenue from Contracts with Customers', which will replace IAS18 'Revenue' and IAS11 'Construction Contracts' and other related interpretations on revenue recognition. The standard will become effective for annual periods beginning on or after 1 January 2017. ICAP intends to adopt IFRS15 for its financial statements for the year ending 31 March 2018.
The impact on ICAP's financial statements from the adoption of these IFRS standards is currently being assessed and will be disclosed closer to the time of the adoption.
1. Segmental information
The Group has determined its operating segments based on the management information including trading revenue and trading operating profit reviewed on a regular basis by the Company's board. The Group considers the executive members of the Company's board to be the Chief Operating Decision Maker (CODM). ICAP's three operating segments are Electronic Markets, Post Trade Risk and Information and Global Broking.
Revenue comprises brokerage or access fees from its Electronic Markets business, fees from the provision of Post Trade Risk and Information services and commission from the Group's Global Broking division.
Electronic Markets
The Group acts as an intermediary for FX, interest rate derivatives, fixed income products and CDS through the Group's electronic platforms. Revenue is generated from brokerage fees which are dependent on the average trading volumes. The Group also charges fees to use the electronic trading platform for access to liquidity in the FX or precious metal markets.
Post Trade Risk and Information (PTRI)
The Group receives fees from the sale of financial information and provision of PTRI services to third parties. These are stated net of VAT, rebates and other sales taxes and recognised in revenue on an accruals basis to match the provision of the service.
Global Broking
Matched principal and stock lending business
Certain Group companies are involved in a non-advisory capacity as principals in the matched purchase and sale of securities and other financial instruments between our customers. Revenue is generated from the difference between the purchase and sale proceeds and is recognised in full at the time of the commitment by our customers to sell and purchase the security or financial instrument. The revenue generated by the stock lending business is not material to the Group.
Agency business (name give-up)
The Group acts in a non-advisory capacity to match buyers and sellers of financial instruments and raises invoices for the service provided. The Group does not act as principal in name give-up transactions and only receives and transmits orders between counterparties. Revenue is stated net of rebates and discounts, VAT and other sales taxes and is recognised in full on the date of the trade.
Execution on exchange business
The Group also acts as a broker of exchange-listed products, where the Group executes customer orders as principal and then novates the trade to the underlying customer's respective clearing broker for settlement. Revenue is generated by raising an invoice and is recognised on the trade date.
(a) Revenue relating to the Group's total operations
Year ended 31 March
2016
--------------------------------------------------
Post
Electronic Trade Global
Markets Risk Broking Group
GBPm and GBPm GBPm
Information
GBPm
------------------------------------- ------------- ------------- ---------- --------
Continuing operations:
------------------------------------- ------------- ------------- ---------- --------
Revenue 258 194 8 460
------------------------------------- ------------- ------------- ---------- --------
Trading operating profit/(loss) 86 70 (17) 139
------------------------------------- ------------- ------------- ---------- --------
Profit from joint ventures - - 1 1
------------------------------------- ------------- ------------- ---------- --------
(Loss)/Profit from associates - (3) 2 (1)
------------------------------------- ------------- ------------- ---------- --------
Continuing Trading EBIT* 86 67 (14) 139
------------------------------------- ------------- ------------- ---------- --------
Reconciliation to the consolidated
income statement:
------------------------------------- ------------- ------------- ---------- --------
Continuing operations:
------------------------------------- ------------- ------------- ---------- --------
Trading net finance cost** (29)
------------------------------------- ------------- ------------- ---------- --------
Trading profit before tax 110
------------------------------------- ------------- ------------- ---------- --------
Acquisition and disposal
costs (74)
------------------------------------- ------------- ------------- ---------- --------
Exceptional items (note
3) (9)
------------------------------------- ------------- ------------- ---------- --------
Profit before tax from continuing
operations 27
------------------------------------- ------------- ------------- ---------- --------
Tax on continuing operations (5)
------------------------------------- ------------- ------------- ---------- --------
Profit for the year from
continuing operations 22
------------------------------------- ------------- ------------- ---------- --------
Profit for the year from
discontinued operations,
net of tax (note 4) 46
------------------------------------- ------------- ------------- ---------- --------
Profit for the year 68
------------------------------------- ------------- ------------- ---------- --------
Other segmental information
for total Group (including
discontinued)
------------------------------------- ------------- ------------- ---------- --------
Trading operating profit
margin 30% 40% 7% 18%
------------------------------------- ------------- ------------- ---------- --------
Trading EBIT* 78 95 55 228
------------------------------------- ------------- ------------- ---------- --------
Trading depreciation 5 3 3 11
------------------------------------- ------------- ------------- ---------- --------
Trading amortisation 20 6 11 37
------------------------------------- ------------- ------------- ---------- --------
Trading EBITDA*** 103 104 69 276
------------------------------------- ------------- ---------- --------
Capital expenditure on intangible
developments**** 27 11 15 53
------------------------------------- ------------- ------------- ---------- --------
* Trading EBIT is the trading profit before deducting net finance cost and tax.
** Given the Group's debt financing arrangements are managed centrally through a treasury function, the ICAP plc board does not incorporate net finance cost in the assessment of the segments' performance, therefore this is presented on a total Group basis.
*** Trading EBITDA is the trading profit before deducting net finance cost, tax and amortisation, depreciation and impairment charges.
**** Total capital expenditure on intangible developments for the Group includes GBP1m (2014/15 - GBP1m) investment made to develop corporate intangible assets, which are not segment specific.
The Group did not earn more than 10% of its total revenue from any individual customer.
The Group earned revenue of GBP352m (2014/15 - GBP434m) and GBP468m (2014/15 - GBP460m) from entities in the UK and US respectively. The remainder of GBP381m (2014/15 - GBP382m) came from various entities outside the UK and US. ICAP's UK regulated companies, those that are within the scope of CRD IV disclosures, will disclose certain financial and other information in their 2015/16 financial statements as required under the scope of CRD IV disclosure requirements.
Year ended 31 March
2015
------------------------------------------------
Electronic Post Global Group
Markets Trade Broking GBPm
GBPm Risk GBPm
and
Information
GBPm
------------------------------------ ------------ ------------- ---------- -------
Continuing operations:
------------------------------------ ------------ ------------- ---------- -------
Revenue 254 187 27 468
------------------------------------ ------------ ------------- ---------- -------
Trading operating profit/(loss) 102 70 (18) 154
------------------------------------ ------------ ------------- ---------- -------
Profit from joint ventures - - 1 1
------------------------------------ ------------ ------------- ---------- -------
(Loss)/Profit from associates - (2) 1 (1)
------------------------------------ ------------ ------------- ---------- -------
Continuing Trading EBIT* 102 68 (16) 154
------------------------------------ ------------ ------------- ---------- -------
Reconciliation to the consolidated
income statement:
------------------------------------ ------------ ------------- ---------- -------
Continuing operations:
------------------------------------ ------------ ------------- ---------- -------
Trading net finance cost** (32)
------------------------------------ ------------ ------------- ---------- -------
Trading profit before tax 122
------------------------------------ ------------ ------------- ---------- -------
Acquisition and disposal
costs (59)
------------------------------------ ------------ ------------- ---------- -------
Exceptional items (note
3) (16)
------------------------------------ ------------ ------------- ---------- -------
Profit before tax from
continuing operations 47
------------------------------------ ------------ ------------- ---------- -------
Tax on continuing operations (7)
------------------------------------ ------------ ------------- ---------- -------
Profit for the year from
continuing operations 40
------------------------------------ ------------ ------------- ---------- -------
Profit for the year from
discontinued operations,
net of tax (note 4) 44
------------------------------------ ------------ ------------- ---------- -------
Profit for the year 84 ------------------------------------ ------------ ------------- ---------- ------- Other segmental information for total Group (including discontinued) ------------------------------------ ------------ ------------- ---------- ------- Trading operating profit margin 36% 43% 8% 20% ------------------------------------ ------------ ------------- ---------- ------- Trading EBIT* 93 95 72 260 ------------------------------------ ------------ ------------- ---------- ------- Trading depreciation 8 3 4 15 ------------------------------------ ------------ ------------- ---------- ------- Trading amortisation 20 6 8 34 ------------------------------------ ------------ ------------- ---------- ------- Trading EBITDA*** 121 104 84 309 ------------------------------------ ------------ ------------- ---------- ------- Capital expenditure on intangible developments**** 23 12 12 48 ------------------------------------ ------------ ------------- ---------- -------
(b) Revenue relating to the Group's continuing and discontinued operations
Year ended 31 Year ended 31
March 2016 March 2015
(restated)
-------------------- ---------------------------------------- ------------------------------------------
Continuing Discontinued Total Continuing Discontinued Total
GBPm GBPm GBPm GBPm GBPm GBPm
-------------------- ------------- --------------- -------- ------------- --------------- --------
Revenue
-------------------- ------------- --------------- -------- ------------- --------------- --------
Electronic Markets 258 4 262 254 5 259
-------------------- ------------- --------------- -------- ------------- --------------- --------
Post Trade Risk
and Information 194 51 245 187 41 228
-------------------- ------------- --------------- -------- ------------- --------------- --------
Global Broking 8 686 694 27 762 789
-------------------- ------------- --------------- -------- ------------- --------------- --------
460 741 1,201 468 808 1,276
-------------------- ------------- --------------- -------- ------------- --------------- --------
Trading operating
profit
-------------------- ------------- --------------- -------- ------------- --------------- --------
Electronic Markets 86 (8) 78 102 (9) 93
-------------------- ------------- --------------- -------- ------------- --------------- --------
Post Trade Risk
and Information 70 27 97 70 27 97
-------------------- ------------- --------------- -------- ------------- --------------- --------
Global Broking (17) 63 46 (18) 80 62
-------------------- ------------- --------------- -------- ------------- --------------- --------
139 82 221 154 98 252
-------------------- ------------- --------------- -------- ------------- --------------- --------
Global Broking's trading operating loss from continuing operations of GBP17m (2014/15 - GBP18m) includes GBP14m (2014/15 - GBP14m) of central support costs that were charged to the voice broking business for the reporting of the segmental results but under the SPA will not transfer to the enlarged Tullett Prebon. The remaining GBP3m (2014/15 - GBP4m) relates to ICAP's voice broking business that is outside the IGBB perimeter. Electronic Markets discontinued operations relates to i-Swap. PTRI discontinued operations includes part of the ICAP Information Services (IIS), which provides voice broking generated data to the market participants.
2. Operating expenses
The table below is presented on a total Group basis, including discontinued operations.
Profit before tax is stated after Year Year
charging: ended ended
31 31 March
March 2015
2016 GBPm
GBPm
----------------------------------------- ------- ----------
Trading operating expenses
----------------------------------------- ------- ----------
Employee costs* 630 691
----------------------------------------- ------- ----------
Information technology costs** 139 129
----------------------------------------- ------- ----------
Professional and legal fees (including
auditors' remuneration) 43 34
----------------------------------------- ------- ----------
Depreciation and impairment of property
and equipment (excluding IT) 2 6
----------------------------------------- ------- ----------
Governance costs* 21 22
----------------------------------------- ------- ----------
Clearing and settlement fees 17 19
----------------------------------------- ------- ----------
Operating lease rentals - minimum
lease payments 21 23
----------------------------------------- ------- ----------
Exchange adjustments 7 (4)
----------------------------------------- ------- ----------
Other 102 106
----------------------------------------- ------- ----------
Trading operating expenses 982 1,026
----------------------------------------- ------- ----------
Acquisition and disposal costs
----------------------------------------- ------- ----------
Amortisation of intangible assets
arising on consolidation 38 55
----------------------------------------- ------- ----------
Impairment of associate investments*** 25 -
----------------------------------------- ------- ----------
Other acquisition and disposal costs 12 4
----------------------------------------- ------- ----------
Acquisition and disposal costs 75 59
----------------------------------------- ------- ----------
Exceptional items 40 75
----------------------------------------- ------- ----------
Operating expenses 1,097 1,160
----------------------------------------- ------- ----------
Attributable to:
----------------------------------------- ------- ----------
Continuing operations 405 387
----------------------------------------- ------- ----------
Discontinued operations (note 4) 692 773
----------------------------------------- ------- ----------
Auditors' remuneration
----------------------------------------- ------- ----------
Fees payable to the Company's auditors
for the audit of the parent Company's
and consolidated financial statements 0.8 0.8
----------------------------------------- ------- ----------
Fees payable to the Company's auditors
for other services:
----------------------------------------- ------- ----------
- the auditing of any subsidiary
of the Company 3.2 3.0
----------------------------------------- ------- ----------
- audit-related assurance services - 0.2
----------------------------------------- ------- ----------
- taxation compliance services 0.1 -
----------------------------------------- ------- ----------
- taxation advisory services 0.1 0.2
----------------------------------------- ------- ----------
- other assurance services**** 1.0 0.4
----------------------------------------- ------- ----------
- corporate finance transaction 2.4 -
services****
----------------------------------------- ------- ----------
7.6 4.6
----------------------------------------- ------- ----------
* Net employee costs for the year are GBP653 m (2014/15 - GBP743m). Remaining employee costs of GBP23m are included in governance costs of GBP17m (2014/15 - GBP17m), exceptional items of GBP5m (2015/15 - GBP35m) and acquisition and disposal costs of GBP1m (2014/15 - GBPnil). Governance costs include fees associated with risk, compliance, internal audit and legal.
** Information technology costs include GBP46m of depreciation and amortisation charges. The remaining GBP93m of costs incurred include purchase of assets that are individually below the Group's capitalisation threshold, maintenance expenditures, certain enhancements not eligible for capitalisation and research phase related expenditures. Information technology costs do not include employee costs relating to the development of software assets that were not capitalised. These are presented within employee costs
*** Following the identification of impairment indicators under IAS39, impairment reviews were performed on our investments in non-core associates, resulting in impairment charges of GBP25m.
**** Other assurance services and corporate finance transaction services relate to services provided in connection to the disposal of IGBB.
3. Exceptional items
Exceptional items are non-recurring significant items that are considered material in both size and nature. These are disclosed separately to enable a full understanding of the Group's financial performance.
Year Year
ended ended
31 31
March March
2016 2015
GBPm GBPm
----------------------------------------- ------- -------
Exceptional items before tax
----------------------------------------- ------- -------
Transaction related costs 31 -
----------------------------------------- ------- -------
Other costs - continuing operations 9 -
----------------------------------------- ------- -------
Restructuring programme - employee
termination costs - 35
----------------------------------------- ------- -------
Restructuring programme - property
exits - 18
----------------------------------------- ------- -------
Restructuring programme - other - 7
----------------------------------------- ------- -------
Regulatory matters including associated
legal and professional fees - 15
----------------------------------------- ------- -------
Total exceptional items before tax 40 75
----------------------------------------- ------- -------
Tax credit (6) (18)
----------------------------------------- ------- -------
Total exceptional items after tax 34 57
----------------------------------------- ------- -------
Attributable to:
----------------------------------------- ------- -------
Continuing operations 7 15
----------------------------------------- ------- -------
Discontinued operations (note 4) 27 42
----------------------------------------- ------- -------
The discontinued exceptional items of GBP31m represent Transaction-related costs arising from the impending disposal of IGBB, including costs to sale and separation costs that were incurred and provided as at 31 March 2016. Other exceptional costs of GBP9m relate to exiting non-core businesses within Electronic Markets, and are therefore presented in the continuing income statement.
4. Discontinued operations and held for sale assets and liabilities
On 11 November 2015, the Group signed a SPA with Tullett Prebon for the disposal of its IGBB business at which point it met IFRS5 criteria to be classified as held for sale.
The disposal is subject to approvals from regulatory authorities across jurisdictions as well as finalisation of certain commercial terms and is expected to be completed in 2016.
The results of the IGBB business, subject to certain provisions in the SPA, are presented as discontinued operations as the sale is a single co-ordinated plan to dispose of a separate major line of business. The assets and liabilities attributable to IGBB, also subject to certain provisions in the SPA, are presented as held for sale assets and liabilities on the face of the balance sheet. These assets and liabilities were transferred to held for sale at carrying value.
(a) Results of discontinued operations
Acquisition
and
disposal Exceptional
Year ended 31 March 2016 Trading costs items Total
GBPm GBPm GBPm GBPm
------------------------------------ ---------- --------------- -------------- --------
Revenue 741 - - 741
------------------------------------ ---------- -------------- -------------- --------
Operating expenses (661) - (31) (692)
------------------------------------ ---------- -------------- -------------- --------
Other income 2 - - 2
------------------------------------ ---------- -------------- -------------- --------
Operating profit from discontinued
operations 82 - (31) 51
------------------------------------ ---------- -------------- -------------- --------
Net finance income 4 - - 4
------------------------------------ ---------- -------------- -------------- --------
Share of profit of associates
and joint ventures after
tax 7 - - 7
------------------------------------ ---------- -------------- -------------- --------
Profit before tax from
discontinued operations 93 - (31) 62
------------------------------------ ---------- -------------- -------------- --------
Tax (note 7) (20) - 4 (16)
------------------------------------ ---------- -------------- -------------- --------
Profit for the year from
discontinued operations 73 - (27) 46
------------------------------------ ---------- -------------- -------------- --------
Attributable to:
------------------------------------ ---------- -------------- -------------- --------
Owners of the Company 77 - (27) 50
------------------------------------ ---------- -------------- -------------- --------
Non-controlling interests (4) - - (4)
------------------------------------ ---------- -------------- -------------- --------
73 - (27) 46
------------------------------------ ---------- -------------- -------------- --------
Acquisition
and
disposal Exceptional
Year ended 31 March 2015 Trading costs items Total
(restated) GBPm GBPm GBPm GBPm
------------------------------------ ---------- -------------- -------------- --------
Revenue 808 - - 808
------------------------------------ ---------- -------------- -------------- --------
Operating expenses (713) (1) (59) (773)
------------------------------------ ---------- -------------- -------------- --------
Other income 3 - - 3
------------------------------------ ---------- -------------- -------------- --------
Operating profit from discontinued
operations 98 (1) (59) 38
------------------------------------ ---------- -------------- -------------- --------
Net finance income 1 1 - 2
------------------------------------ ---------- -------------- -------------- --------
Share of profit of associates
and joint ventures after
tax 8 - - 8
------------------------------------ ---------- -------------- -------------- --------
Profit before tax from
discontinued operations 107 - (59) 48
------------------------------------ ---------- -------------- -------------- --------
Tax (note 7) (18) (3) 17 (4)
------------------------------------ ---------- -------------- -------------- --------
Profit for the year from
discontinued operations 89 (3) (42) 44
------------------------------------ ---------- -------------- -------------- --------
Attributable to:
------------------------------------ ---------- -------------- -------------- --------
Owners of the Company 90 (3) (42) 45
------------------------------------ ---------- -------------- -------------- --------
Non-controlling interests (1) - - (1)
------------------------------------ ---------- -------------- -------------- --------
89 (3) (42) 44
------------------------------------ ---------- -------------- -------------- --------
(b) Breakdown of assets held for sale
As
at
31
March
2016
GBPm
---------------------------------------- ---------
Non-current assets
---------------------------------------- ---------
Goodwill and other intangibles arising
on consolidation 83
---------------------------------------- ---------
Other 129
---------------------------------------- ---------
Current assets
---------------------------------------- ---------
Trade and other receivables 20,789
---------------------------------------- ---------
Cash and cash equivalents 359
---------------------------------------- ---------
Restricted funds 33
---------------------------------------- ---------
Total held for sale assets 21,393
---------------------------------------- ---------
Current liabilities
---------------------------------------- ---------
Trade and other payables (20,738)
---------------------------------------- ---------
Overdraft (81)
---------------------------------------- ---------
Provisions (12)
---------------------------------------- ---------
Other (4)
---------------------------------------- ---------
Non-current liabilities
---------------------------------------- ---------
Trade and other payables (4)
---------------------------------------- ---------
Provisions (3)
---------------------------------------- ---------
Other (19)
---------------------------------------- ---------
Total held for sale liabilities (20,861)
---------------------------------------- ---------
Net assets held for sale 532
---------------------------------------- ---------
5. Earnings per share
The Group presents basic and diluted earnings per share (EPS) for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the year, adjusted for own shares held. The Group also calculates trading EPS (basic and diluted) from the trading profit. The Group believes that this is the most appropriate measurement for assessing ICAP's performance since it better reflects the business's trading earnings.
The diluted EPS is calculated by adjusting share capital in issue for the additional weighted average number of ordinary shares that are likely to be issued under various employee share award schemes as at the balance sheet date.
EPS relating to the Group's total operations (including discontinued operations)
Year ended 31 Year ended 31
March 2016 March 2015
------------------- ----------------------------------- ----------------------------------
Earnings Earnings Shares Earnings
Trading basic Earnings Shares per GBPm millions per
and diluted GBPm millions share share
pence pence
------------------- ----------- ----------- --------- ---------- ----------- ---------
Trading basic 160 650 24.6 185 645 28.7
------------------- ----------- ----------- --------- ---------- ----------- ---------
Dilutive effect
of share options - 12 (0.4) - 14 (0.6)
------------------- ----------- ----------- --------- ---------- ----------- ---------
Trading diluted 160 662 24.2 185 659 28.1
------------------- ----------- ----------- --------- ---------- ----------- ---------
Year ended 31 Year ended 31
March 2016 March 2015
--------------------- ----------------------------------- ----------------------------------
Earnings Earnings Shares Earnings
Basic and diluted Earnings Shares per GBPm millions per
GBPm millions share share
pence pence
--------------------- ----------- ----------- --------- ---------- ----------- ---------
Basic 68 650 10.5 84 645 13.0
--------------------- ----------- ----------- --------- ---------- ----------- ---------
Dilutive effect
of share options - 12 (0.2) - 14 (0.2)
--------------------- ----------- ----------- --------- ---------- ----------- ---------
Diluted 68 662 10.3 84 659 12.8
--------------------- ----------- ----------- --------- ---------- ----------- ---------
Weighted average number of ordinary shares excludes the weighted average number of shares held as Treasury Shares of 14m (2014/15 - 15m) and those owned by employee share trusts relating to employee share schemes on which dividends have been waived, being 5m shares (2014/15 - 6m).
6. Dividends payable
The Company recognises the final dividend payable only when it has been approved by the shareholders of the Company in a general meeting. The interim dividend is recognised when the amount due has been paid.
Year Year
ended ended
Amounts recognised as distributions 31 31
to equity holders in the year March March
2016 2015
GBPm GBPm
--------------------------------------- ------- -------
Final dividend for the year ended
31 March 2015 of 15.40p per ordinary
share (2014 -15.40p) 99 99
--------------------------------------- ------- -------
Interim dividend for the year ended
31 March 2016 of 6.60p per ordinary
share (2015 - 6.60p) 42 42
--------------------------------------- ------- -------
Total dividend recognised in year 141 141
--------------------------------------- ------- -------
The final dividend for the year ended 31 March 2015 and the interim dividend for the year ended 31 March 2016 were both satisfied in full with cash payments of GBP99m and GBP42m respectively.
The directors have proposed a final dividend of 15.40p per share for the year ended 31 March 2016. This has not been recognised as a liability of the Group at the year end as it has not yet been approved by shareholders. Based on the number of shares in issue at the year end, the total amount payable would be GBP100m. Therefore, subject to shareholders' approval of the proposed final dividend of 15.40p per share, the full-year dividend will be 22.00p per share, which will be covered 1.1 times (2014/15 - 1.3 times) by the trading EPS (basic) of 24.60per share (2014/15 - 28.70p per share).
The right to receive dividends has been waived in respect of the shares held in employee share trusts and no dividend is payable on Treasury Shares.
7. Tax
Tax on the profit for the year comprises both current and deferred tax as well as adjustments in respect of prior years. Tax is charged or credited to the consolidated income statement, except when it relates to items charged or credited to other comprehensive income or directly to equity, in which case the tax is also included in other comprehensive income or directly within equity respectively.
Current tax is the expected tax payable on the taxable income for the period, using tax rates enacted, or substantively enacted, by the end of the reporting period.
Deferred tax is recognised using the liability method, in respect of temporary differences between the carrying value of assets and liabilities for reporting purposes and the tax bases of the assets and liabilities. Deferred tax is calculated at the rate of tax expected to apply when the liability is settled or the asset is realised. A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised.
Deferred tax is provided on temporary differences arising on investments in subsidiaries, joint ventures, associates and intangibles arising on consolidation, except where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future.
Deferred tax liabilities are offset against deferred tax assets within the same taxable entity or qualifying local tax group where there is both the legal right and the intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Calculations of current and deferred tax liability have been based on ongoing discussions with the relevant tax authorities, management's assessment of legal and professional advice, case law and other relevant guidance. Where the expected tax outcome of these matters is different from the amounts that were recorded initially, such differences will impact the current and deferred tax amounts in the period in which such determination is made.
Tax charged to the consolidated income statement in the year
The following tax charge breakdown is based on a total Group basis (including discontinued operations).
Tax on trading profit Year Year
ended ended
31 31
March March
2016 2015
GBPm GBPm
---------------------------------------- ------- -------
Current tax
---------------------------------------- ------- -------
Current year 56 41
---------------------------------------- ------- -------
Adjustment to prior years (10) (6)
---------------------------------------- ------- -------
46 35
---------------------------------------- ------- -------
Deferred tax
---------------------------------------- ------- -------
Current year (6) 7
---------------------------------------- ------- -------
Adjustment to prior years 3 2
---------------------------------------- ------- -------
(3) 9
---------------------------------------- ------- -------
Tax charge on trading profit 43 44
---------------------------------------- ------- -------
Tax credit on acquisition and disposal
costs
---------------------------------------- ------- -------
Current year (3) -
---------------------------------------- ------- -------
Deferred tax current (13) (15)
---------------------------------------- ------- -------
Total tax credit on acquisition
and disposal costs (16) (15)
---------------------------------------- ------- -------
Tax credit on exceptional costs
---------------------------------------- ------- -------
Current year (6) (16)
---------------------------------------- ------- -------
Adjustment to prior years - (2)
---------------------------------------- ------- -------
Total tax credit on exceptional
costs (6) (18)
---------------------------------------- ------- -------
Total tax charge to the consolidated
income statement 21 11
---------------------------------------- ------- -------
Attributable to:
---------------------------------------- ------- -------
Continuing operations 5 7
---------------------------------------- ------- -------
Discontinued operations (note 4) 16 4
---------------------------------------- ------- -------
The Group's share of profit of associates in the consolidated income statement is shown net of tax of GBP2m (2014/15 - GBP2m).
The Group's share of joint ventures in the consolidated income statement is shown net of tax of GBP1m (2014/15 - GBP1m).
The following reconciliation of the tax charge is based on a total Group basis (including discontinued operations).
Year Year
ended ended
31 31
March March
2016 2015
GBPm GBPm
--------------------------------------- ------- -------
Trading profit before tax 203 229
--------------------------------------- ------- -------
Tax on trading profit at the standard
rate of Corporation Tax in the UK
of 20% (2014/15 - 21%) 41 48
--------------------------------------- ------- -------
Reconciling items:
--------------------------------------- ------- -------
Expenses not deductible for tax
purposes 8 (1)
--------------------------------------- ------- -------
Non-taxable income (6) (2)
--------------------------------------- ------- -------
Impact of overseas tax rates and
bases 8 1
--------------------------------------- ------- -------
Prior year adjustment to current
and deferred tax (7) (4)
--------------------------------------- ------- -------
Impact of change in rates (1) 2
--------------------------------------- ------- -------
2 (4)
--------------------------------------- ------- -------
Total tax charge on trading profit 43 44
--------------------------------------- ------- -------
Attributable to:
--------------------------------------- ------- -------
Continuing operations 23 26
--------------------------------------- ------- -------
Discontinued operations (note 4) 20 18
--------------------------------------- ------- -------
The Group's 2015/16 effective tax rate on trading profit is 21% (2014/15 - 19%).
Year Year
ended ended
31 31
March March
2016 2015
GBPm GBPm
--------------------------------------- ------- -------
Profit before tax 89 95
--------------------------------------- ------- -------
Tax on profit at the standard rate
of Corporation Tax in the UK of
20% (2014/15 - 21%) 18 20
--------------------------------------- ------- -------
Reconciling items:
--------------------------------------- ------- -------
Trading profit (see above) 2 (4)
--------------------------------------- ------- -------
Acquisition and disposal costs and
exceptional items not deductible
for tax purposes 5 4
--------------------------------------- ------- -------
Impact of overseas tax rates on
adjusted items (2) (7)
--------------------------------------- ------- -------
Impact of change in rates on adjusted (2) -
items
--------------------------------------- ------- -------
Impact of prior years' adjustments
on adjusted items - (2)
--------------------------------------- ------- -------
3 (9)
--------------------------------------- ------- -------
Total tax charged to the consolidated
income statement 21 11
--------------------------------------- ------- -------
The standard rate of Corporation Tax in the UK changed from 21% to 20% with effect from 1 April 2015. Further reductions to the main rate have been enacted reducing it to 19% from 1 April 2017 and 18% from 1 April 2020. Whilst not yet enacted it has been announced that legislation in Finance Bill 2016 will set the rate at 17% from 1 April 2020. UK Deferred tax will therefore unwind at a rate of 19% for periods from 1 April 2017 to 31 March 2019.
For tax expense relating to discontinued operations, see note 4.
Deferred tax balances recognised on the balance sheet
As As
at at
31 31
March March
2016 2015
GBPm GBPm
-------------------------- ------- -------
Deferred tax assets 13 6
-------------------------- ------- -------
Deferred tax liabilities (67) (73)
-------------------------- ------- -------
Net balances (54) (67)
-------------------------- ------- -------
Deferred tax assets of GBP15m and liabilities GBPnil were transferred to held for sale during the year.
8. Cash
Cash and cash equivalents comprise cash on hand, demand deposits and other short-term highly liquid investments which are subject to insignificant risk of change in fair value and are readily convertible into a known amount of cash with less than three months' maturity.
The Group holds money, and occasionally financial instruments, on behalf of customers (client monies) in accordance with local regulatory rules. Since the Group is not beneficially entitled to these amounts, they are excluded from the consolidated balance sheet along with the corresponding liabilities to customers.
Restricted funds comprise cash held with a CCP clearing house, or a financial institution providing ICAP with access to a CCP, and funds set aside for regulatory purposes, but excluding client money. The funds represent cash for which the Group does not have immediate and direct access or for which regulatory requirements restrict the use of the cash.
The cash note is presented on a Group basis, including cash attributable to held for sale assets.
(a) Reconciliation of Group profit before tax to net cash flow from operating activities
Group Group
year year
ended ended
31 31
March March
2016 2015
GBPm GBPm
------------------------------------------- ------- -------
Profit before tax from continuing
operations 27 47
------------------------------------------- ------- -------
Profit before tax from discontinued
operations (note 4) 62 48
------------------------------------------- ------- -------
Operating exceptional items 40 75
------------------------------------------- ------- -------
Share of profit of associates after
tax (3) (4)
------------------------------------------- ------- -------
Share of profit of joint ventures
after tax (4) (4)
------------------------------------------- ------- -------
Amortisation of intangible assets
arising on consolidation 38 55
------------------------------------------- ------- -------
Impairment of investment in associates 25 -
------------------------------------------- ------- -------
Amortisation and impairment of intangible
assets arising from development
expenditure 37 34
------------------------------------------- ------- -------
Depreciation and impairment of property
and equipment 11 15
------------------------------------------- ------- -------
Other acquisition and disposal costs 12 4
------------------------------------------- ------- -------
Share-based payments (trading) 7 6
------------------------------------------- ------- -------
Net finance expense 24 31
------------------------------------------- ------- -------
Increase of trading provision 2 -
------------------------------------------- ------- -------
Operating cash flows before movements
in working capital 278 307
------------------------------------------- ------- -------
Decrease in trade and other receivables 12 33
------------------------------------------- ------- -------
Timing differences on unsettled
match principal trades (40) (29)
------------------------------------------- ------- -------
Increase in restricted funds (17) (4)
------------------------------------------- ------- -------
Increase in trade and other payables - 6
------------------------------------------- ------- -------
Cash generated by operations before
exceptional items 233 313
------------------------------------------- ------- -------
Operating exceptional items paid (29) (48)
------------------------------------------- ------- -------
Cash generated by operations 204 265
------------------------------------------- ------- -------
Interest received 3 4
------------------------------------------- ------- -------
Interest paid (26) (39)
------------------------------------------- ------- -------
Tax paid (34) (31)
------------------------------------------- ------- -------
Cash flow from operating activities 147 199
------------------------------------------- ------- -------
The movement in trade and other receivables and trade and other payables excludes the impact of the gross-up of matched principal trades as permitted by IAS7 'Statement of Cash Flows'. The gross-up has no impact on the cash flow or net assets of the Group. The cash flow movement in trade and other receivables includes the net movement on matched principal transactions and deposits for securities borrowed/loaned.
(b) Net debt
Net debt comprises of total cash less other debt.
Group Group
as as
at at
31 31
March March
2016 2015
GBPm GBPm
--------------------------- ------- -------
Gross debt (664) (549)
--------------------------- ------- -------
Cash and cash equivalents 516 481
--------------------------- ------- -------
Net debt (148) (68)
--------------------------- ------- -------
(c) Total cash
Group Group
as as
at at
31 31
March March
2016 2015
GBPm GBPm
------------------------------- ------- -------
Cash and cash equivalents 516 481
------------------------------- ------- -------
Overdrafts (83) (33)
------------------------------- ------- -------
Net cash and cash equivalents 433 448
------------------------------- ------- -------
Restricted funds 59 43
------------------------------- ------- -------
Total cash 492 491
------------------------------- ------- -------
(d) Cash information by businesses
Post
Electronic Trade Global Central
As at 31 March 2016 Markets Risk Broking treasury Group
GBPm and GBPm GBPm GBPm
Information
GBPm
------------------------------- ------------- ------------- ---------- ----------- --------
Cash and cash equivalents 113 30 354 19 516
------------------------------- ------------- ------------- ---------- ----------- --------
Overdrafts - - (81) (2) (83)
------------------------------- ------------- ------------- ---------- ----------- --------
Net cash and cash equivalents 113 30 273 17 433
------------------------------- ------------- ------------- ---------- ----------- --------
Restricted funds 25 - 33 1 59
------------------------------- ------------- ------------- ---------- ----------- --------
Total cash 138 30 306 18 492
------------------------------- ------------- ------------- ---------- ----------- --------
Discontinued operations hold GBP359m of cash, GBP33m of restricted funds and GBP81m of overdrafts (see note 4).
As at 31 March 2015 Electronic Post Global Central Group
Markets Trade Broking treasury GBPm
GBPm Risk GBPm GBPm
and
Information
GBPm
------------------------------- ------------ ------------- ---------- ----------- -------
Cash and cash equivalents 62 30 345 44 481
------------------------------- ------------ ------------- ---------- ----------- -------
Overdrafts - - (33) - (33)
------------------------------- ------------ ------------- ---------- ----------- -------
Net cash and cash equivalents 62 30 312 44 448
------------------------------- ------------ ------------- ---------- ----------- -------
Restricted funds 6 - 36 1 43
------------------------------- ------------ ------------- ---------- ----------- -------
Total cash 68 30 348 45 491
------------------------------- ------------ ------------- ---------- ----------- -------
(e) Client money
At 31 March 2016, the Group held client money of GBP12m (2014/15 - GBP10m). This amount, together with the corresponding liabilities to customers, is not included in the Group's consolidated balance sheet.
(f) Restricted funds
Restricted funds comprise of cash held at a CCP clearing house or a financial institution providing ICAP with access to a CCP. The balance fluctuates based on business events around the year end and increased during the year by GBP16m to GBP59m at 31 March 2016.
9. Contingent liabilities, contractual commitments and guarantees
The Group's contingent liabilities include possible obligations that arise from past events whose existence will be confirmed only by the occurrence, or non-occurrence, of one or more uncertain future events not wholly within the control of ICAP. Additionally, contingent liabilities also include present obligations that have arisen from past events but are not recognised because it is not probable that settlement will require the outflow of economic benefits, or because the amount of the obligations cannot be reliably measured. Contingent liabilities are not recognised in the financial statements but are disclosed unless the probability of the outflow of the Group's economic resources is remote. Judgements applied in concluding the appropriateness of contingent liabilities disclosure are confirmed after consultation with external counsel and discussions with the Audit Committee.
Contingent liabilities
The Company and its subsidiaries continue to co-operate with the government agencies in Europe and the US relating to their investigations into the setting of yen Libor. The Company is no longer a named defendant in the initial US civil litigation against various yen Libor and euroyen Tibor setting banks. However, the plaintiff in that litigation was given permission by the court to add ICAP Europe Limited (IEL) as a defendant, and an amended complaint doing so was filed on 29 February 2016. IEL intends to file a motion to dismiss the amended complaint by the 16 May 2016 deadline set by the court for such a motion. On 24 July 2015, a new litigation was filed on behalf of two additional plaintiffs in the same court based on similar allegations. The new litigation includes claims against ICAP plc and IEL, both of which have filed motions to dismiss for lack of personal jurisdiction and have joined co-defendants' motion to dismiss for failure to state a claim. Oral argument on these motions is scheduled for 5 May 2016. Plaintiffs in the Euribor civil litigation named ICAP plc and IEL on 13 August 2015 as parties to that pre-existing litigation. ICAP plc and IEL have joined the other defendants in filing motions to dismiss for lack of personal jurisdiction and for failure to state a claim. These motions are fully briefed and the parties are awaiting scheduling of oral argument. Plaintiffs in one of the US dollar Libor civil litigations sought permission to add the Company and IEL as defendants in that case. On 15 April 2016, the court denied the plaintiffs' request on the grounds that it lacked personal jurisdiction over the Company and IEL, with the result that neither company will be added to the litigation. It is not practicable to predict the ultimate outcome of these inquiries or the litigations. As a result it is not possible to provide an estimate of any potential financial impact on the Group.
ICAP continues to co-operate with inquiries by the US government agencies into the setting of USD ISDAFIX rates. In 2014, civil lawsuits were filed in the US against USD ISDAFIX setting banks, where a subsidiary of the Company was originally a named, but was subsequently replaced by ICAP Capital Markets LLC, as a defendant. Those suits have now been consolidated into a single action. The Company intends to defend these litigation claims vigorously. It is not practicable to predict the ultimate outcome of these inquiries or the litigation. As a result it is not possible to provide an estimate of any potential financial impact on the Group.
On 25 November 2015, a civil class action was filed in the United States District Court for the Southern District of New York against a number of banks, Tradeweb Markets LLC and ICAP Capital Markets LLC (ICM) alleging that the defendants together colluded to prevent buy-side customers from accessing the interest rate swaps market on electronic, exchange-like platforms. ICM will be filing a motion to dismiss the complaint for failure to state a claim. On 18 February 2016, a civil class action was filed in the United States District Court for the Northern District of Illinois against a number of banks, Tradeweb Markets LLC and ICM alleging that the defendants boycotted and collusively targeted a series of new electronic, exchange-like trading platforms that would have allowed access to buy-side customers. The action asserts claims of violation of antitrust laws and unjust enrichment. ICAP has not yet been formally served with the complaint. In addition to these two class action litigations, ICM has been named as a defendant in civil litigation filed on 18 April 2016 against a group of banks, as well as Tradeweb, in the United States District Court for the Southern District of New York by the Tera Exchange and affiliated entities. The suit alleges that the defendants conspired to boycott plaintiff's platform in order to undermine increased competition in the interest rate swaps market. The action includes claims of violation of antitrust laws, unjust enrichment, and tortious interference with business relations. ICM has not yet been formally served with the complaint. The case has been accepted by the Southern District of New York as related to the class action litigation described above. It is not possible to predict the outcome of these litigations or to provide an estimate of any potential liability or financial impact on the Group.
Contingent liabilities
From time to time the Group is engaged in litigation in relation to a variety of matters, and is also required to provide information to regulators and other government agencies as part of informal and formal inquiries or market reviews.
Contractual commitments (Operating lease commitments)
At the end of the financial year, the Group had outstanding commitments for future minimum lease payments under non-cancellable operating leases which fall due as follows:
As As
at at
31 31
March March
2016 2015
GBPm GBPm
---------------------------- ------- -------
Within one year 24 22
---------------------------- ------- -------
Between one and five years 53 64
---------------------------- ------- -------
After five years 11 17
---------------------------- ------- -------
88 103
---------------------------- ------- -------
The commitments include onerous lease provisions, but before the estimated receipt of GBP2m under a non-cancellable sublease as at 31 March 2016 (2014/15 - GBP3m). Operating lease commitments relate to the rental of premises for office space in the UK, US, Israel and Asia Pacific.
Guarantees
In the normal course of business certain Group companies enter into guarantees and indemnities to cover clearing and settlement arrangements and/or the use of third party services/software. It is not possible to quantify the extent of any potential liabilities, but there are none currently expected to have a material impact on the Group's consolidated results or net assets. As at 31 March 2016, the Group (including discontinued operations) has given GBP231m (2014/15 - GBP373m) of guarantees to counterparties.
10. Related party transactions
The nature of the various services provided to some of the Group's joint ventures and associates are similar to those previously reported at 31 March 2015 and there have been no material transactions during the year to 31 March 2016.
11. Post balance sheet events
On 13 April 2016, ICAP acquired ENSO Financial Analytics, a leading provider of a data analytics platform for hedge funds and prime brokers, from its founders (Matthew Bernard, Michael Gentile, and Dwaine Alleyne) and other minority stakeholders.
The Group made its first investment in ENSO in June 2013, followed by a subsequent investment in October 2014. ENSO will become a subsidiary of ICAP's PTRI division. The acquisition was led by Euclid Opportunities, ICAP's early-stage fintech investment incubator.
ENSO provides powerful portfolio analytics to the hedge fund and asset management industry. Its team of prime brokerage, asset management, technology and data specialists deliver identifiable and measurable operational insight on counterparty credit risk, collateral management, and portfolio financing and treasury functions. With more than $1trn in total assets under advisory, ENSO provides operational insights and key analytics to many of the world's most successful fund managers.
Statement of directors' responsibilities for the Annual Report
The directors are responsible for preparing the Annual Report, the strategic report, the remuneration report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the Group and Company financial statements in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and the Company and of the profit or loss of the Group for that period.
In preparing these financial statements, the directors are required to:
-- select suitable accounting policies and then apply them consistently;
-- make judgements and accounting estimates that are reasonable and prudent;
-- state whether applicable IFRSs as adopted by the EU have been followed, subject to any material departures disclosed and explained in the financial statements; and
-- prepare the financial statements on a going concern basis unless it is inappropriate to presume that the Group and the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group's and the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Group and the Company and enable them to ensure that the financial statements and the remuneration report comply with the Companies Act 2006 and, as regards the Group financial statements, Article 4 of the IAS Regulation. They are also responsible for safeguarding the assets of the Group and the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The directors confirm that they consider the Annual Report, taken as a whole, to be fair, balanced and understandable and provides the information necessary for shareholders to assess the Group and the Company's position and performance, business model and strategy.
The directors are responsible for the maintenance and integrity of the information on the Company's website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Directors' statement pursuant to the FCA's Disclosure and Transparency Rules
The directors are also required by the Disclosure and Transparency Rules to include a management report containing a fair review of the business and a description of the principal risks and uncertainties facing the Group and the Company. The directors of the Company who were in office during the year, and up to the date of signing the Annual Report, were Charles Gregson, Michael Spencer, Stuart Bridges, Ivan Ritossa, John Sievwright and Robert Standing. Each of these directors, whose function is listed in the directors' biographies, confirms that, to the best of their knowledge and belief:
-- the financial statements, prepared in accordance with IFRS as adopted by the EU, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the undertakings included in the consolidation taken as a whole; and
-- the management report disclosures which are contained in the strategic report include a fair review of the development and performance of the business and the position of the Company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.
Going concern
The Group's business activities, together with the factors likely to affect its future development, performance and position are set out in the strategic report. The financial position of the Group, its cash flow, liquidity position, facilities and borrowing position are described in the financial review. After reviewing the Group's annual budget, liquidity requirements, plans and financing arrangements, the directors are satisfied that the Group and the Company have adequate resources to continue to operate for the foreseeable future and confirm that the Group and the Company are going concerns. For this reason they continue to adopt the going concern basis in preparing these financial statements.
Viability statement
In addition to the requirement to consider the appropriateness of preparing the Group's financial statements on a going concern basis, the directors have an obligation under the Code to make a statement in the Annual Report with regard to the viability of the Group, including explaining how they have assessed the prospects of the Group, the period of time for which they have made the assessment and why they consider that period to be appropriate.
The Group's viability assessment has been made over a period of three financial years up to 31 March 2019. This period is currently covered by the Group's future projections of profitability as outlined in the Group's strategic plan and the period over which detailed management information exists. The directors are satisfied that a three-year period is sufficient to enable a reasonable assessment of the Group's viability to be made. In making this assessment, the directors have considered a wide range of information relating to present and future conditions, including future projections of profitability, cash flows and capital resources. The directors also considered the possibility of the disposal of IGBB not completing within the next three years which resulted in two sets of viability assessments being performed - one with and one without the disposal of IGBB. Management made certain key assumptions as part of these assessments including an extension of the FCA's consolidation regulatory requirements waiver (which currently runs until December 2017) should the disposal of IGBB not complete before 31 December 2016. They also assessed the potential financial and operational impacts, in severe but plausible scenarios, of the Group's principal risks and uncertainties.
During the projected three-year period, the directors have a reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they fall due.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR QXLFFQEFEBBK
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