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STJ St. James's Place Plc

440.00
8.60 (1.99%)
Last Updated: 15:15:47
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
St. James's Place Plc LSE:STJ London Ordinary Share GB0007669376 ORD 15P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  8.60 1.99% 440.00 439.80 440.20 443.00 435.00 440.00 1,477,797 15:15:47
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Trust,ex Ed,religious,charty 18.98B -10.1M -0.0184 -238.26 2.41B

St. James's Place PLC Annual Results (9902X)

28/02/2017 7:01am

UK Regulatory


St. James's Place (LSE:STJ)
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RNS Number : 9902X

St. James's Place PLC

28 February 2017

-1-

ST. JAMES'S PLACE PLC

27 St. James's Place, London SW1A 1NR

   Telephone 020 7493 8111    Facsimile 020 7493 2382 

PRESS RELEASE

28 February 2017

ANNOUNCEMENT OF ANNUAL RESULTS

FOR THE YEARED 31 DECEMBER 2016

STRONG GROWTH UNDERPINS 20% INCREASE IN FINAL DIVID

St. James's Place plc ("SJP"), the wealth management group, today issues its annual results for the year ended 31 December 2016:

Financial highlights

   --     EEV new business profit GBP520.2 million (2015: GBP440.7 million) 
   --     EEV operating profit GBP673.6 million (2015: GBP660.2 million) 
   --     EEV net asset value per share 900.7p (2015: 737.3p) 
   --     Profit before shareholder tax GBP140.6 million (2015: GBP151.3 million) 
   --     Operating cash result (post tax) GBP226.0 million (2015: GBP195.6 million) 
   --     Underlying cash result (post tax) GBP199.5 million (2015: GBP182.1 million) 

Dividend

-- Final dividend of 20.67 pence per share (2015: 17.24 pence per share) up 20% providing a full year dividend of 33.00 pence per share (2015: 27.96 pence per share) growth of 18%

Other highlights

   --     Record gross inflows of GBP11.4 billion (2015: GBP9.2 billion) 
   --     Net inflow of funds under management of GBP6.8 billion (2015: GBP5.8 billion) 
   --     Funds under management of GBP75.3 billion (2015: GBP58.6 billion) 
   --     We now have 3,415 qualified advisers, up 10% for the year 

-2-

David Bellamy, Chief Executive Officer, commented:

"Despite the economic and political uncertainty, challenging markets and the surprising political events, St. James's Place once again achieved strong growth across all key aspects of the business, resulting in another record year of new investments, funds under management and operating profits.

At the heart of our sustained growth is our commitment to achieving good outcomes for our clients and the importance we place on building long term relationships. That very nearly 90% of new investments come from existing clients, referrals and introductions and 99% of our clients, who responded to our recent survey, feel our proposition offers value for money, is testament to the fact that we are doing this.

At the time of our half year results, we increased the interim dividend by 15% and reaffirmed our commitment to continue to grow the dividend in line with the underlying performance of the business. Consequently, and supported by the continued strong performance of the business, the Board has proposed a final dividend of 20.67p per share, up 20%, which brings the full year dividend to 33.0p per share, growth of 18%.

Looking forward, we entered 2017 with a stronger adviser team, a more diversified investment proposition and a greater need for advice clients can rely on. We remain committed to relationship based advice and believe we are better placed than ever to serve our clients well and for the opportunities that lie ahead."

Enquiries:

 
 David Bellamy, Chief                     Tel: 020 7514 1963 
  Executive Officer 
 Andrew Croft, Chief                      Tel: 020 7514 1963 
  Financial Officer 
 Tony Dunk, Investor                      Tel: 020 7514 1963 
  Relations Director 
 
 Bell Pottinger                           Tel: 020 7861 3917 
     John Sunnucks 
     Ben Woodford 
     email: Bwoodwood@BellPottinger.com 
 

Analyst presentation at 9.15am for 9.30am at:

Bank of America Merrill Lynch Financial Centre,

2 King Edward Street,

London EC1A 1HQ

to be held in the King Edward Hall

Alternatively, if you are unable to attend but would like to watch a livestream of the presentation on the day, please click on the link below or via our website:

(Live and On-demand):

http://www.investis-live.com/st-jamess-place/5882271b8c50771000744476/znps

There will also be a Dial in:

Conference call dial in details:

United Kingdom (Local) 020 3059 8125

All other locations + 44 20 3059 8125

Participant Password: St James Place

Replay Dial-in details

   United Kingdom        0121 260 4861 
   All other locations     + 44 121 260 4861 

Passcode: 5151971 followed by #

-3-

CHIEF EXECUTIVE'S REPORT

2016 was an extraordinary year when market participants, most commentators and the public were surprised by how events unfolded.

First it was the vote to leave the EU in June and then it was the outcome of the US Presidential election. Both seemed to defy the pollsters' predictions and both have impacted stock markets in a somewhat unexpected way.

If they teach us one thing (again) it's to avoid trying to predict the future!

Despite this political uncertainty St. James's Place once again achieved strong growth across all key aspects of the business. Gross inflows were 23% higher at a record GBP11.4 billion which, together with characteristically high retention of client funds, resulted in record net inflows in the twelve months of GBP6.8 billion. These net inflows, together with the strong investment returns our clients enjoyed, gave rise to 28% growth in funds under management to GBP75.3 billion.

At the heart of our sustained growth is our commitment to achieving good outcomes for our clients and the importance we place on building long term relationships and serving them well. That very nearly 90% of new investments come from existing clients, referrals and introductions and 99% of our clients, who responded to our recent survey, feel our proposition offers value for money, is testament to the fact that we are doing this.

For most people, their finances and wealth are personal and they want to be treated in a highly personalised way and by someone they trust. Indeed, we see a growing demand for sound, personal, financial planning advice as individuals begin to fully comprehend, amongst other things, the financial implication of increased life expectancy whilst being faced with increasingly complex options in respect of their pension arrangements, supporting their offspring and other family matters. The scale and quality of the Company's relationship based approach to wealth management, twinned with our distinctive investment management proposition, which has been positioned to serve this market, is doing so.

We work to offer a consistent service to our Partners, and through them to their clients who do not have the time, expertise, inclination or confidence to look after their own affairs and we recognise that, for most of them, their main priority is to keep their money safe, ensure it is invested efficiently and at the very least realise a decent return. Our portfolio approach, which gives access to a globally diversified range of assets, the holistic advice available from our Partners on everything from tax to intergenerational planning, is designed with this objective in mind.

FINANCIAL PERFORMANCE

As reported within the Chief Financial Officer's report on pages 6 to 8 the strong operating performance of the business during the year is reflected in the financial performance for the year.

As well as paying a growing dividend to shareholders we are continuing to invest in the business for the future be it the Academy, our growing operations in Asia, our new investment into Discretionary Fund Management or our back office infrastructure. Whilst these investments are consuming capital today we are very pleased with how each initiative is developing and we expect a good return for shareholders in the future.

DIVID

At the half year, we increased the interim dividend by 15% and reaffirmed our commitment to continue to grow the dividend in line with the underlying performance of the business.

Consequently, and supported by the continued strong performance of the business, the Board has proposed a final dividend of 20.67 pence per share, up 20%, which brings the full year dividend to 33.0 pence per share, up 18%.

The final dividend for 2016, subject to approval of shareholders at our AGM, will be paid on 12 May to shareholders on the register at the close of business on 7 April. As usual, a Dividend Reinvestment Plan continues to be available for shareholders.

-4-

CLIENTS

Key to our sustained success has been our core commitment to achieving the best possible outcome for our clients and ensuring that they remain well served by our long-term, face-to-face approach to wealth management. While the evolution of the UK wealth management landscape means that UK savers and investors have an array of options available to them today, we know that a highly personalised, relationship-driven model is in high demand and we are confident that this will remain so in the future.

However, we are not complacent and we regularly take the opportunity to seek feedback directly from all our clients. The most recent research, carried out in early 2017 following receipt of annual Wealth Account statements, indicates that overall client satisfaction remains very strong with 94% of clients who responded telling us that that they are either satisfied or very satisfied with the overall relationship. This sentiment is echoed by the fact that more than 97% of clients confirmed that they would recommend St. James's Place to others, indeed 56% say they have already done so. And, as I commented earlier, when asked to indicate whether they feel our proposition offers value for money, 99% of the clients who responded, said reasonable, good or excellent, with 82% in the higher categories.

We will build upon these excellent results and seek further improvements, to our standards of service and proposition, to ensure clients continue to receive high quality, face-to-face advice they can trust and demonstrable value creation for their wealth.

INVESTMENT MANAGEMENT

2016 was a year of strong growth for many major stock markets across the globe. There were two great political events that dominated much of the political and economic debate during the year - the UK's Brexit vote and election of Donald Trump as US President - but these surprise outcomes ultimately did little to dent market momentum as both the S&P 500 and FTSE 100, for example, struck new highs in late 2016.

Meanwhile, our funds performed strongly over the period, and all eight of our portfolios delivered positive returns, ranging from 5.2% for the Defensive portfolio to 20.7% for the Adventurous portfolio, net of all charges.

For much of the year, low and negative interest rates created headwinds for those seeking income, and a summer interest rate cut by the Bank of England only added to the challenge. By the end of the year, however, the tide appeared to be turning, as US yields rose following the presidential election, and the Federal Reserve used its December meeting to raise interest rates.

It was against this backdrop that we launched our new Worldwide Income fund in October. The fund aims to obtain an attractive level of income through investing largely in global equities. Equities are a proven source of long-term income, and the new fund add to the diversity of income sources we can provide our investors. The fund is managed by Clyde Rossouw of Investec Asset Management based in Cape Town, demonstrating once again the global nature of our investment manager selection process.

The political surprises of 2016 offer a reminder of the importance of diversification, whether by geography or asset class. We will continue to adapt our investment approach to ensure we are responding to the evolving investment environment. In doing so, we believe we can continue to help our clients fulfil their long-term financial goals.

THE ST. JAMES'S PLACE PARTNERSHIP

Increasing the number of Partners and advisers, whilst at the same time providing them with the tools and support to deliver high quality outcomes for clients remains one of the key drivers to achieving our long-term growth objectives.

I am therefore pleased to report that through the continued acquisition of highly established advisers, the integration of new Partners in Asia and the success of our extended Academy programme, our qualified Adviser population increased by 10% to 3,415, across the 2,378 Partner businesses. In many ways, the added momentum in growth in our qualified adviser population reflects the evolution of Partner businesses, as they seek to acquire more clients and continue to provide a high level of service to their existing clients.

As our Partner practices grow and the administration of their clients' affairs becomes increasingly complex, we will continue to look to find ways to make it easier for our Partners, advisers and their support staff to serve their clients well and build even more successful businesses. This is the driver behind our investment in our back-office development and the extension of our Academy concept to the training of specialist support staff for our existing Partners.

-5-

Alongside the Partnership we completed the acquisition of Rowan Dartington in the first half of 2016 and we have seen the number of investment executives increase by 21% from 34 to 41.

THE ST. JAMES'S PLACE FOUNDATION AND COMMUNITY ENGAGEMENT

Raising funds for those less fortunate has always been at the heart of the Group's culture, and the collective efforts of the whole of our community, including employees, Partners, suppliers and others connected to St. James's Place, resulted in total funds raised of GBP7.6 million (including company matching). This means the total amount raised to date is now over GBP54 million, benefitting the hundreds of causes it has and will continue to support and quite literally changing people's lives.

To mark our 25(th) Anniversary year and in keeping with our strong desire to further support fund-raising efforts, the Board, on behalf of shareholders, has agreed to double the matched funding. It is a special incentive for 2017 only and subject to an overall cap of GBP10 million.

In addition to these fund-raising efforts, the cultural driver of 'doing the right thing' runs through the whole organisation, underpinning all our interactions with our local and extended communities. Our continued membership of FTSE4GOOD recognises the positive nature of our work in these areas.

We take a great deal of pride in the significant contribution we make through the Foundation and other initiatives including our structured programmes for summer interns and Apprenticeships. We are also committed to maintaining our Living Wage accreditation, being one of only 20 FTSE100 companies to achieve this status.

OUR COMMUNITY

The strength and continued growth of the business is due to the hard work and dedication of our Partners, their staff, our management teams and all our employees and administration support teams.

On behalf of the Board and shareholders I thank everyone connected with St. James's Place for their contribution to these results and for their continued enthusiasm, dedication and commitment.

OUTLOOK

Looking forward, we entered 2017 with a stronger adviser team, a more diversified investment proposition and a greater need for advice clients can rely on. We remain committed to relationship based advice and believe we are better placed than ever to serve our clients well and for the opportunities that lie ahead.

David Bellamy

Chief Executive

27 February 2017

-6-

CHIEF FINANCIAL OFFICER'S REPORT

Despite the uncertainties caused by political events during the year, our business has performed strongly, with growth in all the business fundamentals.

As already covered in the Chief Executive's Report the growth in gross and net inflows, together with the investment return in our funds, gave rise to a 28% growth in our funds under management to GBP75.3 billion.

Shareholders will be aware that our financial model is to attract and retain funds under management on which we will receive an annual management fee, and consequently this strong growth in funds under management is reflected in our financial results.

At the same time we are investing in the business for the future. The increase in costs of these initiatives is also reflected in the results, but with an expectation of future returns for the business.

FINANCIAL RESULTS

As shareholders will be aware from previous periods, we report our results on both IFRS and EEV bases, as well as providing further detail on the cash emergence from the business. Detailed explanation and analysis of the results on these measures is provided in the Financial Review on pages 9 to 34.

Overall, the results reflect the underlying strong business performance over the year, but there are a number of particular factors which have also impacted the results:

(i) Our required contribution to the Financial Services Compensation Scheme (FSCS) was again at an elevated level, negatively impacting the results by GBP17.2 million pre-tax (GBP13.7 million post-tax) compared with a GBP20.1 million pre-tax (GBP15.9 million post-tax) for the prior year.

(ii) During the year we have continued to invest strongly in our future with a current year impact of GBP34.0 million pre-tax (2015: GBP17.2 million pre-tax). We are very pleased with the success of our Academy, and both the Asia operations and our new DFM offering, Rowan Dartington, are developing well.

(iii) The continuation of our back office infrastructure investment cost GBP20.9 million for the year compared with GBP18.1 million for the prior year.

(iv) As noted at the half year we have been voluntarily reviewing charges on two small cohorts of business: waiving exit charges at the minimum retirement age where they existed on some older pension contracts (written before July 1999); and reassessing risk charges on a reviewable protection contract. The combined impact of these actions is a negative one-off GBP8.2 million pre-tax in the cash and IFRS results, which rises to GBP13.6 million pre-tax in the EEV result when the reduction in future charges is also fully capitalised.

Also, at the end of the year, we have reassessed the value of the investment contract unit liability to better reflect recent experience and to match the encashment value of client investments. This reassessment reduces the liability by GBP267 million, with an offsetting increase in the Deferred Income liability in the IFRS statement of financial position. There is no impact on IFRS net assets or profit, nor will there be any impact on the emergence of profit in future years. This change better reflects our business and we believe it will simplify reporting in future. Where this change has any presentation impact on each of the reporting metrics, it is commented on in the relevant sections of the Financial Review.

IFRS Result

The IFRS profit after tax was GBP111.7 million (2015: GBP202.0 million). The principle reason for the reduction in the current year was that the prior year result was enhanced by recognition of GBP74.8 million of deferred tax asset on historic capital losses. The 2016 result is also impacted by the continuing unwind of intangible DAC/DIR/PVIF balances.

The Underlying profit before shareholder tax was GBP163.5 million (2015: GBP163.7 million) reflecting an increase in the income from funds under management, offset by the higher expenses, the cost of investment and the other items noted at the start of this statement.

-7-

The Profit before shareholder tax, which takes account of the amortisation of intangible assets and liabilities, was GBP140.6 million (2015: GBP151.3 million). As previously indicated, the amortisation of the intangible assets and liabilities will for a number of years exceed the establishment of new intangibles and be a negative to both the Profit before shareholder tax and the IFRS profit after tax results.

Cash Result (presented post tax)

The Operating cash result for the year was GBP226.0 million (2015: GBP195.6 million), growth of 16%, reflecting the increased annual management fees from the higher funds under management offset by higher expenses.

Some of this operating cash is then expensed through investment in the Academy, the Asian operations, our new DFM offering and other strategic investments. The total post tax investment during the year was GBP26.5 million (2015: GBP13.5 million) resulting in the Underlying cash result of GBP199.5 million (2015: GBP182.1 million), growth of 10%.

The Cash result was GBP175.4 million (2015: GBP171.5 million) reflecting the underlying cash result adjusted for the cost of the back office infrastructure investment and a number of one-off items detailed in the Financial Review on page 28.

The reassessment of the investment contract unit liability will change the emergence of cash in future years (detailed in the Financial Review on page 28). Had the change been implemented at the start of 2016 then the cash results noted above would have been some GBP25 million higher.

Note that the cash, operating cash and underlying cash results should not be confused with the IFRS consolidated statement of cash flows which is prepared in accordance with IAS 7 and disclosed on page 50.

EEV Result

In line with our previous guidance, we have reduced the level of EEV reporting and now only provide summarised disclosure in the Financial Review rather than full supplementary information.

The EEV new business contribution for the year was GBP520.2 million (2015: GBP440.7 million), growth of 18%. The growth was slightly lower than the new business growth (+23%) due to higher expenses associated with the strong adviser growth and a change in business mix.

The EEV operating profit for the year was GBP673.6 million (2015: GBP660.2 million) growth of 2%, however, the prior year benefitted from a significantly higher experience variance and operating assumption changes. Excluding these items in both years, together with the 2016 benefit from the inclusion of Rowan Dartington, the growth in the operating profit would have been 18%, in line with the growth in the new business contribution.

The rise in global stock markets during the second half of the year, partly arising out of the currency impact from the depreciation of sterling, has contributed to a very strong investment return for our funds. This gave rise to a positive investment variance of GBP537.2 million compared to a small negative variance of GBP24.4 million for the prior year.

Total EEV profit before tax for the period was therefore GBP1,198.4 million with the positive investment variance explaining most of the significant increase compared with GBP636.7 million for the prior year. The net asset value per share on an EEV basis at the end of the year was 900.7 pence (31 December 2015: 737.3 pence).

The EEV result is unaffected by the reassessment of the investment contract unit liability.

-8-

DIVID

At the half year we increased the interim dividend by 15% to 12.33p and re-iterated our intention to continue to grow the dividend in line with the underlying performance of the business. Given the continued strong performance of the business during the second half of 2016, the Board has recommended a final dividend of 20.67p per share, an increase of 20% which will consume GBP109 million. This will provide for a full year dividend of 33p growth of 18%.

Over the last ten years we have progressively grown the dividend, even during 2008/09, with compound growth of some 25% per annum.

CAPITAL AND SOLVENCY II

We continue to manage the balance sheet prudently to ensure the Group's solvency is maintained safely through the economic cycle. This is important not only for the safeguarding of our clients' assets, but also to ensure we can maintain returns to shareholders.

We assess our solvency against a Management solvency buffer (see page 29) and with Management free assets considerably in excess of the buffer, our solvency position remains strong. We also provide an estimate of our Solvency II free assets position, which at GBP952.2 million before the dividend (2015: GBP899.7 million), provides a solvency ratio of 147% (2015: 156%) also demonstrating the financial strength of the business.

CONCLUDING REMARKS

The business, financials and lead indicators are in very good shape. The cash emergence is expected to continue to grow as business matures from the gestation period and starts to contribute to the cash earnings.

In addition to increasing the dividend to shareholders we are continuing to invest in the business for the future.

Finally, as noted in the Chief Executive's Report, the proven strength of our business model and good momentum in our business gives us confidence in our ability to deliver continued growth in line with our objectives.

Andrew Croft

Chief Financial Officer

27 February 2017

-9-

FINANCIAL REVIEW

The Financial Model

The Group's strategy is to attract and retain retail Funds under Management (FUM) on which we receive an annual management fee for as long as the clients remain invested. This is the principal source of income for the Group out of which we meet the overheads of the business, invest in growing the Partnership and invest in acquiring new FUM.

The level of income is dependent on the level of client funds and the level of asset values. In addition, since around half of our business does not generate net income in the first six years, the level of income will increase as a result of new business from six years ago becoming cash generative. This deferral of cash generation means the business always has six years' worth of funds in the 'gestation' period. More information about our Fees on Funds under Management can be found in Section 1 on page 14.

Group expenditure is carefully managed with clear targets set for growth in establishment expenses in the year. Many other expenses increase with business levels and are met from margins in the products. The Group also invests in ensuring the quality of our proposition for clients and Partners through investment in new client services and existing IT systems. Finally, we are also looking to the future, with investment in strategic initiatives, including the Academy, Asia, DFM and our Back-office infrastructure programme. More information about our expenses can be found in Section 2 on page 16.

A small proportion of Group expenditure is required to support management of existing funds, but the majority of expenditure is investment in growing the Partnership and acquiring new funds. The resulting new business is expected to generate income for an average of 14 years, and is expected to provide a good return on the investment (see page 15).

Given the importance of FUM to profit generation by the business, we provide an analysis of the FUM make-up and development in section 1. Section 2 covers expenses, which is the other significant driver of profits, with sections 3-5 reporting on the performance of the business on the IFRS, cash and EEV result bases, and providing commentary on solvency and liquidity.

-10-

Performance Measurement

In line with statutory reporting requirements we report profits assessed on an International Financial Reporting Standards (IFRS) basis. However, given the long-term nature of the business and the high level of investment in new business generation each year, we believe the IFRS result does not provide an easy guide to the cash likely to emerge in future years, nor does it reflect the total economic value of the business. Therefore, consistent with last year, we complement IFRS reporting with additional disclosure on various alternative performance measures (APMs).

APMs are not defined by the relevant financial reporting framework (which for the Group is IFRS), but we use them to provide greater insight to the financial performance, financial position and cash flows of the Group and the way it is managed. Summary information about the key APMs used in our Financial Review is provided in the following table.

 
     APM                Definition                Why is this measure       Reconciliation 
                                                         used?              to the financial 
                                                                               statements 
------------  ------------------------------  --------------------------  ------------------ 
 Solvency      Based on IFRS Net               Our ability to              Refer to page 
  II net        Assets, but with                satisfy our liabilities     23. 
  assets        the following adjustments:      to clients, and 
                                                consequently our 
                                                solvency, is central 
                1. Reflection of                to our business. 
                the recognition requirements    By removing the 
                of the Solvency II              liabilities which 
                regulations for assets          are fully matched 
                and liabilities.                by assets, this 
                In particular this              presentation allows 
                removes, DAC, DIR,              the reader to focus 
                PVIF, other intangibles         on the business 
                and some other small            operation. It also 
                items which are treated         provides a simpler 
                as inadmissible from            comparison with 
                a regulatory perspective;       other wealth management 
                and                             companies. 
 
                2. Adjustment to 
                remove the matching 
                client assets and 
                the liabilities as 
                these do not represent 
                shareholder assets. 
 
                No adjustment is 
                made to deferred 
                tax as this is treated 
                as an allowable asset 
                in the Solvency II 
                regulation. 
------------  ------------------------------  --------------------------  ------------------ 
 Cash          The Cash result is              IFRS methodology            Refer to page 
  result,       defined as the movement         recognises non-cash         18 and also 
  Underlying    between the opening             items such as deferred      see Note 4 
  cash          and closing Solvency            tax and share options.      - Segment 
  result        II net assets adjusted          By contrast, dividends      Profit 
  and           for the following               can only be paid 
  Operating     items:                          to shareholders 
  cash                                          from appropriately 
  result                                        fungible assets. 
                1. The movement in              The Board therefore 
                deferred tax is removed         uses the cash results 
                to reflect just the             to monitor the 
                cash realisation                level of cash generated 
                from the deferred               by the business. 
                tax position; 
                                                While the Cash 
                2. The movements                result gives an 
                in goodwill and other           absolute measure 
                intangibles are included;       of the cash generated 
                and                             in the year, the 
                                                Underlying and 
                3. Other changes                Operating cash 
                in equity, such as              results are particularly 
                dividends paid in               useful for monitoring 
                the year and share              the expected long 
                option costs, are               term rate of cash 
                excluded.                       emergence, which 
                                                is particularly 
                The Operating cash              useful in considering 
                result reflects the             the supportability 
                regular emergence               of dividends and 
                of cash from the                sustainable dividend 
                business operations.            growth. 
 
                The Underlying cash 
                result additionally 
                reflects the cash 
                impact of the strategic 
                investments we are 
                making. 
 
                Finally the Cash 
                result reflects all 
                other cash items, 
                including those whose 
                emergence is volatile, 
                varying over time, 
                and often influenced 
                by market movements, 
                together with the 
                short term costs 
                associated with the 
                back-office infrastructure 
                project. 
 
                Neither the cash 
                result nor the underlying 
                cash result should 
                be confused with 
                the IFRS consolidated 
                statement of cash 
                flows which is prepared 
                in accordance with 
                IAS 7. 
------------  ------------------------------  --------------------------  ------------------ 
 

-11-

 
     APM                  Definition                  Why is this measure        Reconciliation 
                                                             used?                to the financial 
                                                                                  statements 
-------------  -------------------------------  ------------------------------  ------------------ 
 Policyholder   Shareholder tax is               The UK tax regime               Disclosed 
  and            estimated by making              facilitates the                 as separate 
  Shareholder    an assessment of                 collection of tax               line items 
  tax            the effective rate               from life insurance             in the statement 
                 of tax that is applicable        policyholders by                of comprehensive 
                 to the shareholders              making an equivalent            income on 
                 on the profits attributable      charge within the               page 47. 
                 to shareholders.                 corporate tax of 
                 This is calculated               the Company. The 
                 by applying the appropriate      total tax charge 
                 effective corporate              for the insurance 
                 tax rates to the                 companies therefore 
                 shareholder profits.             comprises both 
                                                  this element and 
                 In effect, the shareholder       an element more 
                 tax is assessed by               closely related 
                 calculating the expected         to normal corporation 
                 level of shareholder             tax. 
                 tax implied by the 
                 post-tax result,                 Life insurance 
                 but with explicit                business impacted 
                 adjustment in the                by this tax typically 
                 calculation for any              includes policy 
                 significant one-off              charges which align 
                 tax adjustments.                 with the tax liability, 
                                                  to mitigate the 
                 The remainder of                 impact on the corporate. 
                 the tax charge represents        As a result when 
                 tax on policyholder's            policyholder tax 
                 investment returns.              increases, the 
                                                  charges also increase. 
                 This calculation                 Given these offsetting 
                 method is consistent             items can be large, 
                 with the legislation             and typically don't 
                 relating to the calculation      perform in line 
                 of tax on shareholder            with the business, 
                 profits.                         it is beneficial 
                                                  to be able to identify 
                                                  the two elements 
                                                  separately. We 
                                                  therefore refer 
                                                  to that part of 
                                                  the overall tax 
                                                  charge, which is 
                                                  deemed attributable 
                                                  to policyholders, 
                                                  as policyholder 
                                                  tax, and the rest 
                                                  as shareholder 
                                                  tax. 
-------------  -------------------------------  ------------------------------  ------------------ 
 Profit         A profit measure                 The IFRS methodology            Disclosed 
  before         which reflects the               requires that the               as a separate 
  shareholder    IFRS result adjusted             tax recognised                  line item 
  tax            for policyholder                 in the financial                in the statement 
                 tax, but before deduction        statements should               of comprehensive 
                 of shareholder tax.              include the tax                 income on 
                 Within the consolidated          incurred on behalf              page 47. 
                 statement of comprehensive       of policyholders 
                 income the full title            in our UK life 
                 of this measure is               assurance company. 
                 "Profit before tax               Since the policyholder 
                 attributable to shareholders'    tax charge is unrelated 
                 returns".                        to the performance 
                                                  of the business, 
                                                  we believe it is 
                                                  useful to separately 
                                                  identify the profit 
                                                  before shareholder 
                                                  tax, which reflects 
                                                  the IFRS profit 
                                                  before tax, adjusted 
                                                  for tax paid on 
                                                  behalf of policyholders. 
-------------  -------------------------------  ------------------------------  ------------------ 
 Underlying     A profit measure                 The IFRS methodology            Refer to page 
  profit         which reflects the               promotes recognition            18. 
                 IFRS result adjusted             of profits in line 
                 to remove the DAC,               with the provision 
                 DIR and PVIF adjustments.        of services and 
                                                  so, for long-term 
                                                  business, some 
                                                  of the initial 
                                                  cash flows are 
                                                  spread over the 
                                                  life of the contract 
                                                  through the use 
                                                  of intangible assets 
                                                  and liabilities 
                                                  (known as DAC - 
                                                  Deferred Acquisition 
                                                  Costs and DIR - 
                                                  Deferred Income). 
                                                  Due to the retail 
                                                  distribution review 
                                                  (RDR) regulation 
                                                  change in 2013, 
                                                  there was a step 
                                                  change in the progression 
                                                  of these items 
                                                  in our financial 
                                                  statements, which 
                                                  resulted in significant 
                                                  accounting presentation 
                                                  changes despite 
                                                  the fundamentals 
                                                  of our vertically-integrated 
                                                  business remaining 
                                                  unchanged. We therefore 
                                                  believe it is useful 
                                                  to consider the 
                                                  IFRS result having 
                                                  removed the impact 
                                                  of movements in 
                                                  these intangibles 
                                                  as it better reflects 
                                                  the underlying 
                                                  performance of 
                                                  the business. 
-------------  -------------------------------  ------------------------------  ------------------ 
 

-12-

 
    APM               Definition              Why is this measure       Reconciliation 
                                                      used?             to the financial 
                                                                           statements 
-----------  ----------------------------  -------------------------  ------------------ 
 EEV          A discounted cashflow         Both the IFRS and          See Note 4 
  operating    valuation methodology,        cash results reflect       - Segment 
  profit       assessing the long-term       only the cashflows         Profit 
               economic value of             in the year. However, 
               the business.                 our business is 
                                             long-term, and 
               Our embedded value            activity in the 
               is determined in              year can generate 
               line with the EEV             business with a 
               principles, originally        long-term value. 
               set out by the Chief          We therefore believe 
               Financial Officers            it is helpful to 
               (CFO) Forum in 2004,          understand the 
               and amended for subsequent    full economic impact 
               changes to the principles,    of activity in 
               including those published     the year, which 
               in April 2016, following      is the aim of the 
               the implementation            EEV methodology. 
               of Solvency II. 
                                             Within the EEV, 
               The EEV operating             many of the future 
               profit reflects the           cash flows derive 
               total EEV result              from fund charges, 
               with an adjustment            which change with 
               to strip out the              movements in stock 
               impact of stockmarket         markets. Since 
               and other economic            the impact of these 
               effects during the            changes is typically 
               year.                         unrelated to the 
                                             performance of 
                                             the business, we 
                                             believe that the 
                                             EEV operating profit 
                                             (reflecting the 
                                             EEV profit, adjusted 
                                             to reflect only 
                                             the expected investment 
                                             performance and 
                                             no change in economic 
                                             basis) provides 
                                             the most useful 
                                             measure of embedded 
                                             value performance 
                                             in the year. 
-----------  ----------------------------  -------------------------  ------------------ 
 

-13-

SECTION 1: FUNDS UNDER MANAGEMENT

This section starts with analysis of the movement in the funds under management of the Group. This is followed by information about the income the Group earns from managing these funds, together with the profile of these earnings, and finally a geographical and segmental analysis of the funds under management.

Movement in funds under management

During 2016 we have seen gross new funds of GBP11.35 billion (2015: GBP9.24 billion), growth of 23% and a net inflow of funds under management of GBP6.78 billion (2015: GBP5.78 billion), growth of 17%. The investment return contributed GBP8.7 billion (2015: GBP0.8 billion contribution) to funds under management during the year with this contribution reflecting both the higher stock markets but also the positive impact of the deprecation of Sterling on the overseas assets. Given the strong net inflow, and the positive investment performance, funds under management increased to GBP75.31 billion (2015: GBP58.61 billion).

Analysis of the development of the funds under management is provided in the following tables:

 
 Year Ended 31 December                                               UT/ISA 
  2016                                Investment       Pension         & DFM         Total 
                                    ------------  ------------  ------------  ------------ 
                                     GBP'Billion   GBP'Billion   GBP'Billion   GBP'Billion 
 
 Opening funds under 
  management                               22.52         20.86         15.23         58.61 
 Rowan Dartington acquisition                  -             -          1.26          1.26 
 Gross inflows                              2.28          5.12          3.95         11.35 
 Net investment return                      2.12          4.40          2.19          8.71 
 Regular income withdrawals 
  and maturities                 1        (0.52)        (0.84)        (0.11)        (1.47) 
 Surrenders and part 
  surrenders                     2        (0.90)        (0.91)        (1.29)        (3.10) 
 Rowan Dartington - 
  Ardan International 
  disposal                                     -             -        (0.05)        (0.05) 
                                    ------------  ------------  ------------  ------------ 
 Closing funds under 
  management                               25.50         28.63         21.18         75.31 
                                    ------------  ------------  ------------  ------------ 
 
 Net inflows                                0.86          3.37          2.55          6.78 
                                    ------------  ------------  ------------  ------------ 
 Implied surrender 
  rate as a percentage 
  of average funds under 
  management                                3.7%          3.7%          6.8%          4.6% 
                                    ------------  ------------  ------------  ------------ 
 

Included within "UT/ISA & DFM" are gross inflows of GBP0.42 billion and outflows of GBP0.16 billion relating to Rowan Dartington. Also included is the GBP0.05 billion reduction in funds under management relating to the disposal of Rowan Dartington's non-core international platform business, Ardan International, in December 2016.

A further GBP466 million of investments is managed in third party funds within our Asia business.

 
 Year Ended 31 December 
  2015                              Investment       Pension        UT/ISA         Total 
                                  ------------  ------------  ------------  ------------ 
                                   GBP'Billion   GBP'Billion   GBP'Billion   GBP'Billion 
 
 Opening funds under 
  management                             21.14         18.08         12.79         52.01 
 Gross inflows                            2.45          3.66          3.13          9.24 
 Net investment return                    0.19          0.38          0.25          0.82 
 Regular income withdrawals 
  and maturities               1        (0.48)        (0.62)             -        (1.10) 
 Surrenders and part 
  surrenders                   2        (0.78)        (0.64)        (0.94)        (2.36) 
                                  ------------  ------------  ------------  ------------ 
 Closing funds under 
  management                             22.52         20.86         15.23         58.61 
                                  ------------  ------------  ------------  ------------ 
 
 Net inflows                              1.19          2.40          2.19          5.78 
                                  ------------  ------------  ------------  ------------ 
 Implied surrender 
  rate as a percentage 
  of average funds under 
  management                              3.6%          3.3%          6.7%          4.3% 
                                  ------------  ------------  ------------  ------------ 
 

A further GBP430 million of investments is managed in third party funds within our Asia business.

-14-

Notes

1. Regular income withdrawals are those amounts, pre-selected by clients, which are paid out by way of periodic income. Maturities are those sums paid out where the plan has reached the intended, pre-selected, maturity event (e.g. retirement).

2. Surrenders and part surrenders are those amounts where clients have chosen to withdraw money from their plan which were not pre-selected regular income withdrawals or maturities.

Fees on funds under management

As noted at the start of this Financial Review, our financial model is to attract and retain retail funds under management (FUM) on which we receive an annual management fee.

The net annual management fee retained by the Group is c.0.77% post tax. However, due to our product structure, investment and pension business does not generate net cash in the first six years. Consequently, the level of income we are receiving today is not fully representative of the expected earnings from the funds we are managing, and these earnings will increase as a result of the new business from six years ago becoming cash generative. This deferral of cash generation means there is always six years' worth of business in the 'gestation' period.

The table below provides an estimated current value of the funds under management in the gestation period.

 
           31 December   31 December 
                  2016          2015 
 Year            Total         Total 
           GBP'Billion   GBP'Billion 
 
 2010                -           2.0 
 2011              2.4           2.4 
 2012              2.9           2.7 
 2013              4.0           3.7 
 2014              4.4           3.9 
 2015              5.3           4.5 
 2016              6.1             - 
          ------------  ------------ 
 
 Total            25.1          19.2 
          ------------  ------------ 
 

This GBP25.1 billion of funds under management in the gestation period represents approximately a third of the total funds under management which, if all the business reached the end of the gestation period, would contribute some GBP195 million to the annual post-tax cash result.

-15-

The Business Case for new Funds Under Management

The Group incurs costs associated with attracting new funds. We believe it is useful to provide details of the economic return we expect will be generated from the new business; in other words, the business case for the investment in attracting new clients and funds under management.

As detailed later in this review on page 26, a net cost of GBP106.7 million (2015: GBP84.2 million) has been incurred to attract the GBP11.35 billion of gross new funds (2015: GBP9.24 billion).

We regard this as an investment in new business which we expect to generate income in the future significantly exceeding this cost and therefore provide positive returns for shareholders. The table below provides details of the new business added during the reporting periods and different measures of valuing the investment:

 
                                     Year Ended     Year Ended 
                                    31 December    31 December 
                                           2016           2015 
 
 Gross inflows (GBP'Billion)              11.35           9.24 
 
 Post-tax investment in 
  new business (GBP'Million) 
 - Operating costs                       (80.2)         (70.7) 
 - Investment costs                      (26.5)         (13.5) 
 - Total costs                          (106.7)         (84.2) 
 
 
 Post-tax present value 
  of expected profit from 
  investment (GBP'Million)                427.8          358.9 
 
 Cost of new business (% 
  of new money invested)*                  1.0%           0.9% 
 
 New business margin (% 
  of new money invested)                   4.6%           4.8% 
 
 Cash payback period (years)                  5              5 
 
 Internal rate of return 
  (net of tax)                            21.7%          22.1% 
 

* The investment as a percentage of net inflow of funds under management was 1.6% compared with 1.5% for 2015.

Geographical and segmental analysis

The table below provides a geographical and segmental analysis of funds under management at the end of each year.

 
                                       31 December            31 December 
                                              2016                   2015 
                             ---------------------  --------------------- 
                              GBP'Billion     % of   GBP'Billion     % of 
                                             total                  total 
 North American Equities             17.5      23%          13.1      22% 
 UK Equities                         17.3      23%          15.6      27% 
 Fixed Interest                      12.8      17%           8.8      15% 
 European Equities                    8.2      11%           6.2      11% 
 Asia and Pacific Equities            6.2       8%           4.9       8% 
 Cash                                 6.0       8%           4.6       8% 
 Property                             2.4       3%           2.2       4% 
 Alternative Investments              1.9       3%           1.3       2% 
 Other                                3.0       4%           1.9       3% 
                             ------------  -------  ------------  ------- 
 Total                               75.3     100%          58.6     100% 
                             ------------  -------  ------------  ------- 
 

-16-

SECTION 2: EXPENSES

Management Expenses

The table below provides a breakdown of the management expenditure (before tax):

 
                                          Year Ended     Year Ended 
                                         31 December    31 December 
                                 Note           2016           2015 
                              -------  -------------  ------------- 
                                         GBP'Million    GBP'Million 
 
 Establishment costs           1               160.7          139.4 
 Other performance 
  related costs                2               104.0           94.3 
 Operational development 
  costs                        3                17.0           17.3 
 Strategic development 
  costs                        4                 6.6            1.9 
 Academy costs                 5                 7.2            5.5 
 Asia costs                    6                13.8            7.9 
 DFM costs                     7                12.9            1.6 
 Back-office infrastructure 
  development                  8                20.9           18.1 
 Regulatory fees               9                 8.3            7.5 
 FSCS levy                     9                17.2           20.1 
                                       -------------  ------------- 
 
                                               368.6          313.6 
                                       -------------  ------------- 
 

Notes

1. Establishment costs are the running costs of the Group's infrastructure and are relatively fixed in nature in the short term, although they are subject to inflationary increases. These costs will increase as the infrastructure expands to manage the higher number of existing clients, the growing number of advisers and increasing business volumes.

The growth in the establishment expenses during the year was higher than our targeted growth due to the very strong new business result together with above target growth in new advisers, a primary driver to the infrastructure costs.

We expect the growth in the establishment costs for 2017 to be more in line with our medium term business targets.

2. Other performance related costs, for both Partners and employees, vary with the level of new business and operating profit performance of the business.

3. Operational development costs represent business as usual expenditure to support the business, such as the on-going development of our investment proposition and our technology, including focus on cyber security.

We expect costs in 2017 to be at a similar level.

4. As a growth business we are constantly looking to new opportunities and expect to incur a small level of ongoing expense associated with pursuing other strategic developments.

We will continue to explore opportunities and undertake appropriate initiatives.

5. The Academy is an important strategic investment for the future and we are continuing to grow our investment in this programme. Costs have increased in recent years as we have increased the number of students within the programme and launched more regional academies.

Our investment in the academy will continue in 2017 with expected costs of some GBP8.0 million.

-17-

6. Our expansion into Asia through operations in Singapore, Hong Kong and Shanghai is intended to provide diversification of our growth model through exporting our successful wealth management proposition to new markets, starting with the UK ex-pat market. Costs reflect both the ongoing operational costs, but also the development costs associated with growing these businesses to achieve sustainable scale. We have also seen these costs increase due to the depreciation of Sterling.

Our investment will continue in 2017 and we expect this investment cost to increase by GBP3-4 million.

7. Completion of the purchase of Rowan Dartington in March 2016 facilitated a new DFM operation within the SJP proposition. We expect this business will grow quickly, requiring investment to support these ambitions.

8. Our back-office infrastructure programme is a multi-year initiative to upgrade our administration so it can support our future business goals. Having achieved the migration of our ISA and Unit Trust proposition to our new Bluedoor system in 2015, the focus in 2016 has been the launch of a new retirement account with the eventual aim being to migrate pension and drawdown business onto the new system. The costs in 2017 will be at a similar level to 2016.

9. The costs of operating in a regulated sector include fees charged by the regulators and our contribution to the Financial Services Compensation Scheme. Our position as a market-leading provider of advice, means we make a very substantial contribution to supporting the industry compensation scheme, the FSCS, thereby providing protection for clients of other sector businesses that fail. In the last couple of years, the levy has been at an elevated level and we remain hopeful that it will return to a more normalised level in future, albeit we now expect a third year of an elevated contribution in the 2017/18 funding year. The FSCS levy is met by our various regulated companies and is split GBP16.5 million (2015: GBP19.8 million) via the Distribution business and GBP0.7 million (2015: GBP0.3 million) via the Life and Unit Trust regulated business.

Group Expenses

The table below provides a reconciliation from the management expenses above to the total Group expenses included in the Consolidated Statement of Comprehensive Income on page 47.

 
                                            Year Ended     Year Ended 
                                   Note    31 December    31 December 
                                                  2016           2015 
                                -------  -------------  ------------- 
                                           GBP'Million    GBP'Million 
 
 Expenses per table above                        368.6          313.6 
 
 Payments to Partners            10              599.7          518.5 
                                 10, 
 Investment expenses              11              67.9          143.5 
                                 10, 
 Third party administration       12              74.2           56.6 
 Acquired IFA operating 
  costs                                            3.1            3.0 
 Amortisation and revaluation 
  of DAC and PVIF                                 63.4           76.0 
 Share option costs                               23.9           15.7 
 Share option NI                                   1.9            3.4 
 Interest expense and 
  bank charges                                     6.2            6.0 
 Charitable donations                              3.4            3.5 
 Other                                            12.8           10.3 
                                         -------------  ------------- 
                                                 856.5          836.5 
 
 Total expenses                                1,225.1        1,150.1 
                                         -------------  ------------- 
 

Notes

10. These costs are met from corresponding margins and any variation in them from changes in the volumes of new business or the level of the stock markets does not directly impact the profitability of the Group.

-18-

11. As noted in the 2015 Annual Report & Accounts, in preparation for migration of business to the Bluedoor platform, we restructured our funds so that Investment expenses of all unit trusts are charged directly to the trust rather than some being settled by the manager or life company. As a result, the Investment expenses for most funds are no longer consolidated in the financial statements, but neither is the equal and offsetting fee, resulting in a neutral profit impact overall (and a neutral impact on clients).

12. Also as noted in the 2015 Annual Report & Accounts, as a result of the migration of business to a new back office platform, a new administration tariff with our outsourced provider now applies to business transacted. Consequently, some administration costs which were previously charged to the trusts are now being treated as expenses, with a corresponding offsetting increase in fee income; again resulting in a neutral impact overall. As a result, the Third Party Administration costs reported in 2016 increased by c.10% in addition to the growth in business.

SECTION 3: INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRS)

As noted at the start of this review, two key measures based on IFRS are Profit before shareholder tax, which removes the impact of policyholder tax, and Underlying profit result, which removes the impact of changes in certain intangibles (DAC/DIR/PVIF). Of these two we believe Underlying profit provides the more useful measure, based on IFRS, for assessing operating performance.

As noted in the Chief Financial Officer's report, the results reflect the underlying strong business performance, but also a number of other drivers most notably including the FSCS levy and the continued investment in our business (not least our back-office infrastructure, the Academy and recent acquisitions).

 
                                          2016                        2015 
                                     Before          After         Before      After 
                                shareholder            tax    shareholder        tax 
                                        tax                           tax 
                              -------------  -------------  -------------  --------- 
                               GBP' Million   GBP' Million   GBP' Million       GBP' 
                                                                             Million 
 
 Underlying cash                      221.3          199.5          197.0      182.1 
 
 Share options                       (23.9)         (23.9)         (15.7)     (15.0) 
 Deferred tax impacts                     -         (21.1)              -       52.1 
 Insurance reserves                   (1.6)          (1.6)          (1.8)      (1.8) 
 Back office infrastructure          (20.9)         (16.7)         (18.1)     (14.4) 
 Variance                            (11.4)          (7.7)            2.3        3.8 
                              -------------  -------------  -------------  --------- 
 Underlying profit                    163.5          128.5          163.7      206.8 
 
 DAC/DIR/PVIF                        (22.9)         (16.8)         (12.4)      (4.8) 
 
 IFRS profit                          140.6          111.7          151.3      202.0 
                              -------------  -------------  -------------  --------- 
 
 
                              Year Ended     Year Ended 
                             31 December    31 December 
                                    2016           2015 
                           -------------  ------------- 
                                   Pence          Pence 
 
 IFRS basic earnings 
  per share                         21.5           38.9 
 
 IFRS diluted earnings 
  per share                         21.3           38.5 
 
 Underlying cash basic 
  earnings per share                38.2           34.6 
                           -------------  ------------- 
 
 Underlying cash diluted 
  earnings per share                37.9           34.2 
                           -------------  ------------- 
 

-19-

Underlying Profit before Shareholder tax

The result for the year was GBP163.5 million, in line with the result of GBP163.7 million in 2015. A breakdown by segment is provided in the following table:

 
                                 Year Ended     Year Ended 
                                31 December    31 December 
                                       2016           2015 
                              -------------  ------------- 
                               GBP' Million   GBP' Million 
 
 Life business                        165.8          174.2 
 Unit Trust and DFM 
  business                             92.3           70.7 
                              -------------  ------------- 
 Funds management business            258.1          244.9 
 
 Distribution business               (25.9)         (21.2) 
 Back office infrastructure 
  development                        (20.9)         (18.1) 
 Other                               (47.8)         (41.9) 
                              -------------  ------------- 
 
 Underlying profit before 
  shareholder tax                     163.5          163.7 
                              -------------  ------------- 
 

Funds management

The profit for the year to 31 December 2016 was GBP258.1 million (2015: GBP244.9 million), which was 5% higher than the prior year. Higher income from funds under management was partially offset by higher expenses and some one-off costs from reviewing charges in two small cohorts of legacy business. The investment in the infrastructure of Rowan Dartington for future growth reduced profit by GBP5.1 million. Finally, a reallocation of expenses between Life and Unit Trust business has impacted the respective results of each business.

Distribution business

St. James's Place is a vertically integrated firm, allowing it to benefit from the synergies of combining funds management with distribution. Therefore, as well as the income generated on the funds under management, there is a further margin from the distribution activity, which depends principally on the levels of new business, expenses and investment.

The 2016 result has been negatively impacted by a continued, albeit slightly reduced year on year, high contribution to the FSCS, which for the year was GBP16.5 million (2015: GBP19.8 million). The Asian business also made a loss in the year of GBP13.2 million (2015: GBP7.0 million) reflecting the corporate investment in securing this business. After adjusting for these costs in both years, there was a trading profit of GBP3.8 million in the current year which was similar to the trading profit of GBP5.6 million in 2015.

Back office development

As noted on page 16 our investment in our back office development project (known as Bluedoor) during the year was GBP20.9 million (2015: GBP18.1 million).

Other

Other operations made a negative contribution of GBP47.8 million (2015: negative contribution of GBP41.9 million). The largest contributors to the result were the costs of share options and the impact of strategic investment (other than the back office development identified separately above).

The higher share option cost of GBP23.9 million in the current year (2015: GBP15.7 million) principally reflected a full year expense of the new Partner share scheme which was launched in the second half of 2015. Additionally, National Insurance associated with share options cost GBP1.9 million in the year (2015: GBP3.4 million).

In 2016 investment in RD and Asia which have been allocated above, but other strategic development costs, including the Academy, were GBP15.7 million compared to GBP10.2 million in 2015 (see Section 2 on page 16 for more detail on the associated expenses).

-20-

Finally, our matching grant and other contributions to the work of the Foundation totalled GBP3.7 million in 2016 (2015: GBP3.8 million).

DAC, DIR and PVIF

The net movement in the DAC, DIR and PVIF intangibles has a negative contribution to profit as summarised in the table below. Additional analysis is included in Note 8 on page 62.

 
                            Year Ended                   Year Ended 
                         31 December 2016             31 December 2015 
                          Before         After         Before         After 
                     shareholder           tax    shareholder           tax 
                             tax                          tax 
                     GBP'Million   GBP'Million    GBP'Million   GBP'Million 
 
 Amortisation              (4.5)         (3.4)           12.4           9.9 
 Tax rate change               -           2.1              -           5.9 
 Arising on new 
  business                (18.4)        (15.5)         (24.8)        (20.6) 
 
 
 Movement in 
  year                    (22.9)        (16.8)         (12.4)         (4.8) 
                   -------------  ------------  -------------  ------------ 
 
 

The net impact of amortisation of the accumulated balances of DAC and PVIF assets, and DIR liability, has, as expected, reduced again during the period, turning negative compared with the prior year.

The amortisation pattern of DAC and DIR is different, with the DAC balance amortising steadily over 14 years while a substantial proportion of the DIR balance will amortise over 6 years. Historically this has resulted in faster deferred income recognition than acquisition expense accrual, and a positive impact overall from amortisation.

However, since the implementation of RDR in 2013 the level of new DAC and DIR has reduced significantly and the large historic balances have been unwinding down towards the new normal. The faster amortisation of DIR means that its trend towards a new lower rate has been quicker, causing the net amortisation level to reduce and ultimately turn negative, which developing effect can also be seen in Note 8.

Previous guidance stated this reducing trend would continue until the pre-RDR DIR balance had unwound (over 6 years, say 2020), at which point the net amortisation level would stabilise before starting to increase back towards a new long-term level as the pre-RDR DAC balance unwinds (by 14 years, say 2028). However, the reassessment of GBP267 million of investment contract liability at the end of 2016 has re-established a significant DIR balance, which will amortise over the next 6 years. We therefore expect a change in the overall amortisation in 2017 to a positive GBP30-35 million before shareholder tax. The equivalent in 2016 would have been c.GBP50 million before shareholder tax and c.GBP40 million after tax, which reflect an increase of c.GBP55 million before shareholder tax and c.GBP45 million after tax. (For clarity, there is no change in expected pattern of DAC amortisation.)

At the same time, the revised assessment of investment contact liability results in a change in the income deferred from future new business. If the revised approach was applied to business in 2016 the impact would have been an increase in new DIR of c.GBP90 million (c.GBP70 million after tax), taking the total negative impact from new business to around GBP110 million before shareholder tax and c.GBP90 million after tax. In future years we would expect this negative contribution to move in line with new business growth albeit reflecting business mix impacts.

Overall, and since our business has been growing, we expect that the negative impact of deferring more income from new business will exceed the positive impact of amortising the historic balances, meaning the DAC/DIR/PVIF adjustment will be more negative in future. But of course this will simply offset the equal and opposite positive impact we are expecting in the Cash result (see page 25).

Tax rate changes in both years impacted the post-tax movements.

-21-

Finally, it is important to note the intangible and deferred nature of these items, meaning that they do not reflect the operating performance of the business. This is why we believe the Underlying profit measure, which is adjusted from IFRS to remove these impacts, provides a useful measure of operating performance.

Shareholder Tax

The actual tax rate in each of the periods may be impacted by significant one-off items and events such as a change in corporation tax rate. The table below provides a high level analysis of shareholder tax, and a more detailed analysis is included in Note 7.

 
                             Year Ended     Year Ended 
                            31 December    31 December 
                                   2016           2015 
                          -------------  ------------- 
                           GBP' Million   GBP' Million 
 
 Expected shareholder 
  tax                            (27.2)         (29.2) 
 Recognition of capital 
  losses                            2.2           74.8 
 Other tax adjustments            (2.6)            0.6 
 Corporation tax rate 
  change                          (1.3)            4.5 
 
 Actual shareholder 
  tax                            (28.9)           50.7 
                          -------------  ------------- 
 
 Expected shareholder 
  tax rate                        19.3%          19.3% 
 
 Actual shareholder 
  tax rate                        20.6%        (33.5%) 
                          -------------  ------------- 
 

The expected shareholder tax principally reflects the current UK corporation tax and overseas rates applicable and will vary from year to year depending upon the emergence of profit between the different tax regimes which apply to the St. James's Place Group companies.

There has been a small reassessment in the recognition of capital losses adding GBP2.2 million to profit (negative tax impact) in the year (2015: GBP74.8 million negative tax impact, positive profit) and the combined impact of a number of other small tax adjustments was a GBP2.6 million negative impact on profit, or increase to tax (2015: GBP0.6 million negative impact on tax, positive on profit).

The reduction in the rate of corporation tax to 17% from 1 April 2020 was enacted in the Finance Act 2016. The impact of this reduction on the net deferred tax assets and liabilities results in a negative impact of GBP1.3 million due to the level of deferred tax assets being greater than the level of deferred tax liabilities (2015: GBP4.5 million positive impact).

The overall impact of these effects was to increase the tax charge on an IFRS basis to GBP28.9 million (2015: negative impact on tax of GBP50.7 million).

-22-

IFRS profit

Analysis of the IFRS profit before tax, Profit before shareholder tax and IFRS profit after tax is presented in the table below, which also shows the impact of the tax incurred on behalf of policyholders:

 
                                Year Ended     Year Ended 
                               31 December    31 December 
                                      2016           2015 
                             -------------  ------------- 
                              GBP' Million   GBP' Million 
 
 IFRS profit before 
  tax                                486.3          174.1 
 
 Policyholder tax                  (345.7)         (22.8) 
 
 Profit before shareholder 
  tax                                140.6          151.3 
 
 Shareholder tax                    (28.9)           50.7 
                             -------------  ------------- 
 
 IFRS profit after tax               111.7          202.0 
                             -------------  ------------- 
 

The Profit before shareholder tax for the year was GBP140.6 million (31 December 2015: GBP151.3 million). The impact of the increasingly negative contribution from the net movement in DAC/DIR/PVIF intangibles was a major contributor to the lower Profit before shareholder tax result in the current period.

The IFRS profit after tax result similarly reflected the impact of the negative net movement in DAC/DIR/PVIF in the current period, but the prior period result also benefitted significantly from recognition of GBP74.8 million of capital losses. These two factors more than reversed the underlying growth in the business and resulted in a significant reduction in profit between the years.

By contrast the IFRS profit before tax increased significantly to GBP486.3 million (31 December 2015: GBP174.1 million). This significant increase reflects the underlying positive investment performance in client policies, which generates higher policy charges intended to meet the Policyholder tax element of the corporate tax charge (as described in the definition of Policyholder tax provided on page 11). In practice, the very substantial increase in IFRS profit before tax is offset by the equivalent increase in Policyholder tax, and it is the Profit before shareholder tax which provides a better indication of the underlying performance of the business.

Analysis of IFRS Assets and Net Assets per Share

The table below provides a summarised breakdown of the IFRS position at the reporting dates:

 
                             Year Ended     Year Ended 
                            31 December    31 December 
                                   2016           2015 
                          -------------  ------------- 
                           GBP' Million   GBP' Million 
 
 Purchased value of 
  in-force*                        25.0           27.4 
 Deferred acquisition 
  costs*                          587.0          627.2 
 Deferred income*               (607.9)        (368.3) 
 Other IFRS net assets              1.5            7.7 
 Solvency II net assets         1,070.0          801.1 
                          -------------  ------------- 
 
 Total IFRS net assets          1,075.6        1,095.1 
                          -------------  ------------- 
 

* net of deferred tax

 
                          Year Ended     Year Ended 
                         31 December    31 December 
                                2016           2015 
                       -------------  ------------- 
                               Pence          Pence 
 
 Net asset value per 
  share                        203.9          208.7 
                       -------------  ------------- 
 

-23-

SECTION 4: SOLVENCY, LIQUIDITY AND CASH RESULTS

This section brings together our reporting on the Solvency II net assets and liquidity, together with our reporting of the Cash results and solvency.

Solvency II Net Assets

In addition to presenting an IFRS statement of financial position (on page 49), we believe it is beneficial to provide a balance sheet reflecting our approach to managing solvency. Solvency II net assets are based on the IFRS statement of financial position, but with adjustments made to accounting assets and liabilities to reflect the Solvency II regulations. In addition provision for insurance liabilities is set equal to the associated unit liabilities. The following table sets out the adjustments to move from IFRS to Solvency II net assets.

 
                                                                              Solvency 
                                                                                II Net 
                                        IFRS                                    Assets 
                                     Balance    Adjustment    Adjustment       Balance 
 31 December 2016                      Sheet             1             2         Sheet          2015 
                                ------------  ------------  ------------  ------------  ------------ 
                                 GBP'Million   GBP'Million   GBP'Million   GBP'Million   GBP'Million 
 
 Assets 
 Goodwill                               13.8             -        (13.8)             -             - 
 Deferred acquisition 
  costs                                684.8             -       (684.8)             -             - 
 Acquired value of 
  in force business                     30.4             -        (30.4)             -             - 
 Developments                            3.0             -         (3.0)             -             - 
 Property and equipment                 23.1             -             -          23.1           8.0 
 Investment property                 1,462.4     (1,462.4)             -             -             - 
 Equities                           46,598.7    (46,598.7)             -             -             - 
 Fixed income securities            12,445.5    (12,397.8)             -          47.7          83.1 
 Investment in Collective 
  Investment Schemes                 3,864.8     (2,997.4)             -         867.4         531.0 
 Derivative financial 
  instruments                          729.1       (729.1)             -             -             - 
 Reinsurance assets                     80.5                      (80.5)             -             - 
 Cash and cash equivalents           7,413.1     (7,067.2)                       345.9         233.5 
 Other receivables                   1,473.0       (187.2)        (63.0)       1,222.8         500.1 
 Deferred tax assets                   199.9             -        (42.2)         157.7         179.2 
 Total assets                       75,022.1    (71,439.8)       (917.7)       2,664.6       1,534.9 
 
 Liabilities 
 Insurance contracts 
  liabilities                          518.2       (435.3)        (82.9)             -             - 
 Borrowings                            281.4             -             -         281.4         181.8 
 Investment contract 
  benefits                          53,307.1    (53,307.1)             -             -             - 
 Derivative financial 
  instruments                          281.9       (281.9)             -             -             - 
 Net asset value attributable 
  to unit holders                   17,032.0    (17,032.0)             -             -             - 
 Other provisions                       17.1             -             -          17.1          15.4 
 Other payables                      1,173.6       (383.5)         (1.1)         789.0         300.7 
 Income tax liabilities                 72.7             -             -          72.7          29.6 
 Deferred tax liabilities              614.8             -       (180.5)         434.3         206.2 
 Deferred income                       647.6             -       (647.6)             -             - 
 Preference shares                       0.1             -             -           0.1           0.1 
                                ------------  ------------  ------------  ------------  ------------ 
 Total liabilities                  73,946.5    (71,439.8)       (912.1)       1,594.6         733.8 
 
 Net Assets                          1,075.6             -         (5.6)       1,070.0         801.1 
                                ------------  ------------  ------------  ------------  ------------ 
 

Adjustments:

   1.         Nets out the policyholder interest in unit-linked assets and liabilities. 

2. Adjustments to the IFRS statement of financial position in line with Solvency II requirements, including removal of DAC, DIR, PVIF, deferred tax, goodwill and other intangibles.

-24-

Liquidity

Included in the previous table are holdings in Fixed Interest Securities, Collective Investment Schemes and other cash and cash equivalents. It is our policy is always to hold such assets in high credit quality liquid assets. An analysis of these holdings is provided below:

 
 Holding Name                         GBP'Million   GBP'Million 
 
 Fixed Interest Securities 
 1% UK Treasury 07/09/2017                   42.3 
 1.75% UK Treasury 22/01/2017                 0.6 
 1.375% Singapore Government Bonds 
  01/10/2017                                  4.8          47.7 
                                     ------------ 
 
 Collective Investment Schemes 
  (AAA rated money market funds) 
 Aberdeen                                    54.3 
 BlackRock                                  178.0 
 Goldman Sachs                              154.4 
 HSBC                                        28.6 
 Insight                                    153.3 
 JP Morgan                                  151.0 
 Legal & General                            147.8         867.4 
 
 Cash and cash equivalents (bank 
  balances) 
 Bank of Scotland                            31.8 
 Barclays                                    93.5 
 HSBC                                        55.8 
 Lloyds TSB                                  47.0 
 Metro                                       23.0 
 NatWest                                     37.9 
 Santander                                   35.1 
 Others                                      21.8         345.9 
                                     ------------ 
 
 Total                                                  1,261.0 
                                                   ------------ 
 

In the normal course of business, the Company is expected to generate regular, positive cashflow from annual management income exceeding expenses. As noted previously, future growth in cashflow is driven by new business, but in the short term growth will reflect the transition as new business from six years ago becomes cash generative.

The key calls on liquidity will be investment to support the business and payment of the Group dividend. As noted previously, our policy is to increase the dividend in line with the underlying performance of the business. We believe this will also enable us to continue to invest in the business to support our growth aspirations.

-25-

Movement in Solvency II Net Assets

The table below details the movement in the Solvency II net assets over the year which after adjusting for changes in non-cash items such as deferred tax assets, goodwill and intangibles, as well as changes in equity such as dividends paid in the year (see also page 48 - consolidated statement of changes in equity) provides the net cash result for the period.

 
                                  Year Ended     Year Ended 
                                 31 December    31 December 
                                        2016          2015* 
                               -------------  ------------- 
                                 GBP'Million    GBP'Million 
 
 Opening Solvency II Net 
  Assets                               801.1          708.7 
 
 Dividend paid in period             (155.2)        (130.8) 
 Issue of share capital 
  and exercise of options                6.6           11.8 
 Consideration paid for 
  own shares                           (5.5)         (12.8) 
 Movement in other reserves              0.2              - 
 Change in deferred tax               (17.2)           52.7 
 Change in goodwill and                (2.4)              - 
  intangibles 
 Unit liability reassessment           267.0              - 
 Cash result                           175.4          171.5 
                               -------------  ------------- 
 
 Closing Solvency II Net 
  Assets                             1,070.0          801.1 
                               -------------  ------------- 
 

* The Solvency II net assets disclosed at 31 December 2015 were adjusted for submission to the regulator.

The closing Solvency II Net Assets reflects an increase of GBP267 million as a result of unit liability reassessment (impacting Adjustment 2 in the table on page 23). This increase in net assets does not reflect a change in the underlying business and so, when considering solvency, management offsets the positive increase in Solvency II Net Assets by increasing the capital requirement (the Management Solvency Buffer) by a similar amount (see also page 29).

Cash results

As noted above, the change in the Solvency II Net Assets, after adjusting for changes in non-cash items such as deferred tax assets, goodwill and intangibles, as well as changes in equity such as dividends paid in the year (see also page 48 - consolidated statement of changes in equity) provides the Cash result for the period. The Cash result provides an alternative view of the cash generation of the Group during a reporting period. The Cash result should not be confused with the IFRS consolidated statement of cash flows which is prepared in accordance with IAS 7 and disclosed on page 50.

The following tables show: an Operating cash result, reflecting the regular emergence of cash from the business operations; and an Underlying cash result which additionally reflects the cash impact of our strategic investments. The reconciliation of the Underlying cash result to the Underlying profit measure is presented on page 18.

There are also some cash items whose emergence is volatile, varying over time, and which are influenced by market movements. These impacts, together with the short term costs associated with the back office infrastructure project are shown after the Underlying cash result.

The Cash results are presented after tax and can be analysed as a combination of the cash emerging from the business in force at the start of the year, less the investment made to acquire new business during the year. The following tables and commentary provide an indicative analysis of the Cash result into these two elements.

The Cash results are the principal measures the Board considers when determining the dividend payment to shareholders.

-26-

 
 Year Ended 31 December 
  2016                         Note      In-Force   New Business         Total 
                              -----  ------------  -------------  ------------ 
                                      GBP'Million    GBP'Million   GBP'Million 
 Operational 
 Net annual management 
  fee                           1           468.5           40.4         508.9 
 Reduction in fees 
  in gestation period           1         (165.6)         (24.3)       (189.9) 
                                     ------------  -------------  ------------ 
 Net income from 
  funds under management        1           302.9           16.1         319.0 
 
 Margin arising from 
  new business                  2               -           49.0          49.0 
 Establishment expenses         3          (12.9)        (115.7)       (128.6) 
 Operational development 
  expenses                      3               -         (13.9)        (13.9) 
 Regulatory fees                3           (0.4)          (3.4)         (3.8) 
 FSCS levy                      3           (1.4)         (12.3)        (13.7) 
 Shareholder interest           4             9.8              -           9.8 
 Tax relief from 
  capital losses                5            12.6              -          12.6 
 Miscellaneous                  6           (4.4)              -         (4.4) 
                                     ------------  -------------  ------------ 
 Operating cash result                      306.2         (80.2)         226.0 
 
 Investment 
 Academy                        7               -          (5.8)         (5.8) 
 Asia                           7               -         (12.2)        (12.2) 
 DFM                            7               -          (3.2)         (3.2) 
 Strategic development 
  costs                         7               -          (5.3)         (5.3) 
 
 Underlying cash 
  result                                    306.2        (106.7)         199.5 
 
 Back-office infrastructure 
  development                   7                                       (16.7) 
 Variance                       8                                        (7.4) 
 
 Cash result                                                             175.4 
                                                                  ------------ 
 

-27-

 
 Year Ended 31 December 
  2015*                        Note      In-Force   New Business         Total 
                              -----  ------------  -------------  ------------ 
                                      GBP'Million    GBP'Million   GBP'Million 
 Operational 
 Net annual management 
  fee                           1           406.7           33.5         440.2 
 Reduction in fees 
  in gestation period           1         (143.1)         (18.5)       (161.6) 
                                     ------------  -------------  ------------ 
 Net income from 
  funds under management        1           263.6           15.0         278.6 
 
 Margin arising from 
  new business                  2               -           47.8          47.8 
 Establishment expenses         3          (11.1)        (100.2)       (111.3) 
 Operational development 
  expenses                      3               -         (13.8)        (13.8) 
 Regulatory fees                3           (0.6)          (5.2)         (5.8) 
 FSCS levy                      3           (1.6)         (14.3)        (15.9) 
 Shareholder interest           4             8.6              -           8.6 
 Tax relief from 
  capital losses                5            12.1              -          12.1 
 Miscellaneous                  6           (4.7)              -         (4.7) 
                                     ------------  -------------  ------------ 
 Operating cash result                      266.3         (70.7)         195.6 
 
 Investment 
 Academy                        7               -          (4.4)         (4.4) 
 Asia                           7               -          (6.3)         (6.3) 
 DFM                            7               -          (1.3)         (1.3) 
 Strategic development 
  costs                         7               -          (1.5)         (1.5) 
 
 Underlying cash 
  result                                    266.3         (84.2)         182.1 
 
 Back-office infrastructure 
  development                   7                                       (14.4) 
 Variance                       8                                          3.8 
 
 Cash result                                                             171.5 
                                                                  ------------ 
 

*The Cash result for 2015 reflected the movement in certain Solvency I reserves as that was the regulatory regime at the time.

-28-

Notes

All numbers are expressed after tax at the prevailing tax rate for each year.

1. The net annual management fee is the manufacturing margin the Group retains from funds under management after payment of the associated costs (e.g. investment advisory fees and payments to Partners). Broadly speaking the Group receives an average net annual management fee of 0.77% (post tax) of funds under management (2015: 0.77% post tax).

However, as noted in Section 1 on page 14, due to our product structure, investment and pension business does not generate cash in the first six years (known as the 'gestation period'). This is reflected in an adjustment which is the reduction in fees in gestation period.

The overall result is the net income from funds under management which was some 15% higher than 2015, reflecting higher average funds under management during the year.

The reassessment of the level of the investment contract liability has resulted in an increase in Solvency II Net Assets of GBP267 million at the year end, but this amount will gradually unwind during the next 6 years through a higher reduction in fees in the gestation period. If the approach had been implemented at the start of the year, the impact would have been an increase in the negative amount by some GBP45 million.

2. Margin arising from new business: This is the cash impact of new business in the year, reflecting growth in new business, production related expenses and mix of new business.

The revised assessment of investment contact liabilities results in an increase in the level of initial margin recognised in the Cash result through the margin arising from new business. If this approach had been adopted at the start of 2016 the margin would have been some GBP70 million higher. In future years, this additional margin will move in line with new businesses volumes, albeit adjusted for any business mix effects.

3. Expenses: These reflect the expenses of running the Group and more detail is provided in the table on page 16 in Section 2. In line with the rest of the table they are presented after allowance for tax.

4. Shareholder interest: This is the assumed income accruing on the investments and cash held for regulatory purposes together with the interest received on the surplus capital held by the Group.

5. Tax relief from capital losses: In recent years, a deferred tax asset has been established for historic capital losses which are now regarded as being capable of utilisation over the medium term. Utilisation during the year of GBP12.6 million tax value (2015: GBP12.1 million) was slightly ahead of our expected rate of c. GBP8-10 million benefit in a year.

6. Miscellaneous: This represents the cash flow of the business not covered in any of the other categories, including ongoing administration expenses and associated policy charges, together with utilisation of the deferred tax asset in respect of prior years' unrelieved expenses (due to structural timing differences in the life company tax computation).

7. Strategic investments, including back office infrastructure: These reflect significant investments in developing our business for the future. Further analysis of the expenses associated with these initiatives is presented in Section 2 on page 16, but all are expected to result in either additional funds (Academy, Asia and DFM) or expense savings (Back office infrastructure) in the future. Advice margin generated in Asia and all fees generated by DFM are reflected in the relevant line.

8. Variance: This reflects variances in the settlement of tax related liabilities between the policyholders (unit-linked funds), the shareholder and HMRC. It also reflects a GBP6.6 million negative one-off cost of reviewing charges in two small cohorts of legacy business and a number of other small positive and negative one-off items.

-29-

Solvency

St. James's Place is a simple wealth management group offering mainly investment products. Our strategy is to attract and administer retail funds under management, from which we receive an annual management fee; we are a fee-based business. Our clients can access their investments on demand but, because we match the encashment value on the unit-linked business, movements in equity markets, interest rates, mortality, morbidity, longevity and currency rates have little impact on our ability to meet liabilities (although they can impact emergence of profit). We also have a prudent capital management approach and invest surplus assets in cash, AAA rated money-market funds and UK government securities. The overall effect is assurance that we can meet liabilities, and a resilient solvency position that is dependable even through adverse market conditions.

We manage solvency of our business on the basis of holding assets in excess of the client unit-linked liabilities plus a Management Solvency Buffer (MSB). This ensures we are able not only to meet client liabilities at all times, but the prudence of the MSB acts as protection against other risks.

At 2015 year end we assessed the MSB for our life businesses as GBP150 million, having taken into account a wide range of factors and information, not least the results from stress and scenario testing carried out as part of our annual ORSA (Own Risk and Solvency Assessment). At the 2016 year end, on the same basis, we assessed the MSB for our life businesses as GBP170 million, increasing slightly as a result of economic conditions.

However, as a result of our reassessing the unit liability in line with the encashment value the Solvency II net assets have increased by GBP267 million, with no change in our risk profile. We therefore believe it is appropriate to increase our MSB to GBP437 million at the year-end (equal to GBP170 million plus GBP267 million).

During H1 2017, we are undertaking an asset-liability matching exercise which will reduce our corporate exposure to market risk and result in a reduction in risk capital requirement. Following this exercise, we will review the MSB and we expect it will reduce. We will report on the outcome of that review at half year.

We continue to hold capital within the Group in respect of the other regulated (but non-insurance) companies, based on holding excess capital significantly above the regulatory requirement.

 
 31 December 2016                           Other                                      2015 
                               Life     Regulated         Other         Total         Total 
                       ------------  ------------  ------------  ------------  ------------ 
                        GBP'Million   GBP'Million   GBP'Million   GBP'Million   GBP'Million 
 
 
 Solvency II net 
  assets*                     530.0         145.3         394.7       1,070.0         812.9 
                       ------------  ------------  ------------  ------------  ------------ 
 
 Management Solvency 
  Buffer (MSB)                437.0          90.0                       527.0         202.3 
 Management solvency 
  ratio                        121%          161% 
 

*After payment of year end intragroup dividend but before Group Final dividend.

Solvency II net assets reflects the assets of the Group in excess of those matching the clients' (unit--linked) liabilities. It includes a GBP149.9 million deferred tax asset which is not immediately fungible, although we expect it will be utilised over the next ten years. The actual rate of utilisation will depend on business growth and external factors, particularly investment market conditions.

-30-

Solvency II Balance Sheet

Whilst we focus on Solvency II net assets and the MSB to manage solvency, we provide additional information about the Solvency II free asset position for information. The presentation starts from the same Solvency II net assets, but includes recognition of an asset in respect of the expected Value of In-Force cashflows (VIF) and a Risk Margin (RM) reflecting the potential cost to secure the transfer of the business to a third party. The Solvency II net assets, VIF and RM comprise the 'Own Funds', which is assessed against a Solvency Capital Requirement (SCR), reflecting the capital required to protect against a range of "1 in 200" stresses. The SCR is calculated on the Standard Formula approach. No allowance has been made for Transitional Provisions in the calculation of Technical provisions or SCR.

An analysis of the Solvency II position for our Group, split by regulated and non-regulated entities at the year end is presented in the table below.

 
                                          Other                                      2015 
 31 December 2016            Life     Regulated         Other         Total         Total 
                     ------------  ------------  ------------  ------------  ------------ 
                      GBP'Million   GBP'Million   GBP'Million   GBP'Million   GBP'Million 
 
 Solvency II net 
  assets *                  530.0         145.3         394.7       1,070.0         812.9 
 
 Value of in-force 
  (VIF)                   2,707.9                                   2,707.9       2,306.6 
 Risk Margin              (779.2)                                   (779.2)       (624.0) 
 
 Own Funds (A)            2,458.7         145.3         394.7       2,998.7       2,495.5 
                     ------------  ------------  ------------  ------------  ------------ 
 
 Solvency capital 
  requirement (B)       (1,991.0)        (55.5)                   (2,046.5)     (1,595.8) 
 
 Solvency II free 
  assets                    467.7          89.8         394.7         952.2         899.7 
                     ------------  ------------  ------------  ------------  ------------ 
 
 Solvency ratio 
  (A/B)                      123%          262%                        147%          156% 
                                                               ------------  ------------ 
 

*After payment of year end intragroup dividend but before Group Final dividend.

The solvency ratio after taking account of the final dividend is 141% at the year end (2015: 151%).

As noted in our commentary on the Solvency II result last year, the nature of our business is that much of the Own Funds value reflects future profits, but the SCR similarly reflects loss of future profits. As a result, the solvency ratio is not very sensitive to changes in experience or assumptions, and can move counter-intuitively depending on circumstances. For example, the relative reduction in Solvency ratio from 2015 to 2016, is partly due to changes in economic assumptions, particularly lower interest rates and higher future inflation expectations. However, it has also been impacted by the positive impact of investment performance on FUM, which has resulted in an increase in SCR by over 25%. Since Solvency II Net Assets (typically cash or fixed interest) have not increased in line with markets, the ratio has fallen. So despite the positive impact on our business of strong investment performance, our solvency ratio has reduced.

More generally, since our business profile has not changed significantly from last year end, the sensitivity analysis presented at that stage remains relevant.

-31-

SECTION 5: EMBEDDED VALUE (EV)

Life business and wealth management business differ from most other businesses, in that the expected shareholder income from the sale of a product emerges over a long period in the future. We therefore complement the IFRS and cash results by providing additional disclosure on an EV basis, which brings into account the net present value of the expected future cash flows. We believe that a measure of total economic value of the Group's operating performance is useful to investors.

As in previous reporting, our EV continues to be calculated on a basis determined in accordance with the EEV principles originally issued in May 2004 by the Chief Financial Officers Forum (CFO Forum) and supplemented in October 2005. Following the introduction of Solvency II, the CFO Forum published an amended set of principles in April 2016. The key change implemented in our results for December 2016 is to reflect a reduction in the cost of holding a revised level of solvency capital, moving from assuming 100% of Solvency I capital requirement to reflecting our new approach to capital management for the Group based on holding a Management Solvency Buffer over the unit-linked liabilities for our Life businesses.

The table below and accompanying notes summarise the profit before tax of the combined business.

 
                                 Year Ended     Year Ended 
                                31 December    31 December 
                                       2016           2015 
                              -------------  ------------- 
                               GBP' Million   GBP' Million 
 
 Life business                        501.4          467.0 
 Unit Trust and DFM 
  business                            266.8          274.4 
 Funds management business            768.2          741.4 
 
 Distribution business               (25.9)         (21.2) 
 Back office infrastructure 
  development                        (20.9)         (18.1) 
 Other                               (47.8)         (41.9) 
                              -------------  ------------- 
 
 EEV operating profit                 673.6          660.2 
 
 Investment return variance           537.2         (24.4) 
 Economic assumption 
  changes                            (12.4)            0.9 
 
 EEV profit before tax              1,198.4          636.7 
 
 Tax                                (212.9)        (116.5) 
 Corporation tax rate 
  change                               28.6           47.8 
                              -------------  ------------- 
 
 EEV profit after tax               1,014.1          568.0 
                              -------------  ------------- 
 
 
                            Year Ended     Year Ended 
                           31 December    31 December 
                                  2016           2015 
                         -------------  ------------- 
                                 Pence          Pence 
 
 EEV operating profit 
  basic earnings per 
  share                          105.9          103.9 
                         -------------  ------------- 
 
 EEV operating profit 
  diluted earnings per 
  share                          105.2          102.8 
                         -------------  ------------- 
 

-32-

EEV Operating Profit

Funds Management Business

The funds management business operating profit has increased to GBP768.2 million (2015: GBP741.4 million) and a full analysis of the result is shown below:

 
                                   Year Ended     Year Ended 
                                  31 December    31 December 
                                         2016           2015 
                                -------------  ------------- 
                                 GBP' Million   GBP' Million 
 
 New business contribution              520.2          440.7 
 
 Profit from existing 
  business 
 - unwind of the discount 
  rate                                  199.6          172.4 
 - experience variance                    1.4           78.1 
 - operating assumption 
  change                                 18.6           44.1 
 
 Addition of Rowan Dartington            21.0              - 
 
 Investment income                        7.4            6.1 
 
 Fund management business 
  EEV operating profit                  768.2          741.4 
                                -------------  ------------- 
 

The new business contribution for the year at GBP520.2 million (2015: GBP440.7 million) was some 18% higher than the prior year, reflecting the strong gross inflows (up 23%) and the mix of business.

The unwind of the discount rate for the year was GBP199.6 million (2015: GBP172.4 million). The unwind is calculated by multiplying the opening VIF by the discount rate but adjusting to reflect emergence of profits into cash during the year. The result in the current year reflects both a slightly higher discount rate than 2015 and the higher start year opening VIF balance.

The discount rate is based on the risk free rate, which is set by reference to the yield on a UK 10 year gilt at the start of the year. The unwind for the current year is based on a discount rate of 5.2% compared with 5.0% for the prior year. Had the discount rate been consistent with 2015 the unwind and operating profit would have been GBP8.0 million lower.

There was a small positive experience variance during the year of GBP1.4 million. The strong positive variance of GBP78.1 million in the prior year principally reflected the value ascribed to significant capital losses within the historic Group companies identified in the year.

As in the prior year, the positive operating assumption change in the year of GBP18.6 million (2015: GBP44.1 million) reflected improvements in the retention assumptions on pension business (Drawdown business in 2016) and adjustment to the maintenance expense assumption.

The addition of Rowan Dartington within the embedded value calculation has contributed GBP21.0 million.

The investment income for the year was little changed at GBP7.4 million (2015: GBP6.1 million).

Distribution business, back office development and other

These items have already been commented on in the IFRS section on page 19.

-33-

Investment Return Variance

The investment return variance reflects the capitalised impact on the future annual management fees resulting from the difference between the actual and assumed investment returns. Given the size of our funds under management, a small difference can result in a large positive or negative variance.

The rise in global stock markets during the second half of the year, together with the currency impact from the depreciation of Sterling, has significantly contributed to a strong investment return for our funds. Average growth in our funds of 14% to 18% (net of charges) compares with an assumed investment return of 2.5% (net of charges), which gives rise to a significant positive investment variance of GBP537.2 million for the year. For the prior year there was a negative investment return of GBP24.4 million reflecting the slightly lower actual investment return compared with the assumed return.

Economic Assumption Changes

The negative variance of GBP12.4 million arising in the year principally reflects the increase in the implied inflation rate (2015: GBP0.9 million positive).

EEV Profit before Tax

The total profit before tax for the year was GBP1,198.4 million, compared with GBP636.7 million, although the significant improvement is principally reflecting the difference in the investment return variance between the two years.

Tax

The tax charge at GBP212.9 million (2015: GBP116.5 million) reflects the underlying result.

A further reduction in the corporation tax rate from 18% to 17% effective 1 April 2020 was enacted in the Finance Act 2016. The capitalised effect of this change has been included as a reduction in tax of GBP28.6 million. Those tax cuts previously announced have already been reflected in the valuation.

EEV Profit after Tax

The EEV profit after tax was GBP1,014.1 million (2015: GBP568.0 million) reflecting the movement in EEV profit before tax, but also the positive impact of the tax rate change.

-34-

New Business Margin

The largest single element of the EEV operating profit (analysed in the previous section) is the new business contribution. The level of new business contribution generally moves in line with new business levels. To demonstrate this link, and aid understanding of the results, we provide additional analysis of the new business margin ('Margin'). This is calculated as the new business contribution divided by the new money invested, and is expressed as a percentage.

The table below presents the margin before tax from our manufactured business based on gross fund flows:

 
                                Year Ended     Year Ended 
                               31 December    31 December 
                                      2016           2015 
                             -------------  ------------- 
 Investment 
 New business contribution 
  (GBP'Million)                      108.3          124.9 
 New money invested 
  (GBP'Billion)                       2.28           2.45 
 Margin (%)                            4.8            5.1 
 
 Pension 
 New business contribution 
  (GBP'Million)                      207.9          140.6 
 New money invested 
  (GBP'Billion)                       5.12           3.66 
 Margin (%)                            4.1            3.8 
                             -------------  ------------- 
 
 Unit Trust and DFM 
  business 
 New business contribution 
  (GBP'Million)                      204.0          175.2 
 New money invested 
  (GBP'Billion)                       3.95           3.13 
 Margin (%)                            5.2            5.6 
 
 Total business 
 New business contribution 
  (GBP'Million)                      520.2          440.7 
 New money invested 
  (GBP'Billion)                      11.35           9.24 
 Margin (%)                            4.6            4.8 
 Post tax margin (%)                   3.8            3.9 
                             -------------  ------------- 
 

The slight fall in the total margin from 4.8% to 4.6% reflects both a positive impact from an increased level of new business together with a negative impact from a change in business mix, with a greater proportion of pension business in the current year.

Analysis of the EEV result and Net Assets per Share

The table below provides a summarised breakdown of the embedded value position at the reporting dates:

 
                             Year Ended     Year Ended 
                            31 December    31 December 
                                   2016           2015 
                          -------------  ------------- 
                           GBP' Million   GBP' Million 
 
 Value of in-force 
 - Life                         2,636.2        2,279.5 
 - Unit Trust and DFM           1,044.9          787.6 
 Solvency II net assets         1,070.0          801.1 
                          -------------  ------------- 
 
 Total embedded value           4,751.1        3,868.2 
                          -------------  ------------- 
 
 
                          Year Ended     Year Ended 
                         31 December    31 December 
                                2016           2015 
                       -------------  ------------- 
                               Pence          Pence 
 
 Net asset value per 
  share                        900.7          737.3 
                       -------------  ------------- 
 

-35-

RISK AND RISK MANAGEMENT

Overview and Culture

The St. James's Place Group is exposed to a wide variety of risks as a result of its business activities and the industry in which it operates, as well as a number of external factors and threats. Under the leadership, direction and oversight of our Board, these risks are carefully managed, contributing to our competitive advantage and helping us to achieve our business and client objectives.

We do not seek to eliminate risk entirely, rather we seek to understand our risks fully, and to apply appropriate risk management strategies such that all material risks are identified, and appropriately managed or mitigated. Risk management is a core aspect of decision-making and is embedded in our culture. Our framework is specifically designed to manage the risks that are important to our shareholders, clients, Partners, regulators and employees, and to provide reasonable assurance against material financial misstatement or loss.

Risk management, solvency projections and stress and scenario testing form a key part of the business planning process, including in relation to decisions on strategic developments, pricing and dividend payments.

Risk Appetite

The Board chooses carefully the risks it accepts and those it seeks to limit or avoid. These choices are set out in detail in our Group Risk Appetite Statement, which is owned by the Board and reviewed at least annually. The Risk Appetite Statement is aligned with the outcomes-based approach of the Group's business and client objectives and the overarching Risk Management Framework. In particular, it articulates:

-- Risks that are actively sought in pursuit of return;

-- Risks that are consciously avoided;

-- Risks that are reduced through transfer to other parties; and

-- Risks that are minimised through controls.

Risk appetite can and will change over time, sometimes rapidly as economic and business environment conditions change, and therefore the statement is an evolving document. A comprehensive suite of indicators is reported regularly to enable the Risk Committee, on behalf of the Board, to monitor that the Group remains within its agreed appetite.

Risk Management Framework

The Board, through its Risk Committee, takes an active role in overseeing the Risk Management Framework, for which it is responsible. This framework is the combined processes by which the Group identifies, assesses, measures, manages and monitors the risks that may impact on the successful delivery of business objectives.

The Board Risk Committee (BRC) comprises Independent Non-executive Board members, and is responsible for ensuring that a culture of effective risk identification and management is fostered across the Group.

The BRC is supported by the Executive Board (ExBo), but also by the Group Risk Executive Committee and by Risk Management teams at Group and local levels, which take the lead in ensuring an appropriate framework is in place and that there is on-going development and co-ordination of risk management within the Group. The other executive sub-committees of ExBo (the Executive Committees) also provide support for the management of risks in their areas of responsibility.

-36-

The Risk Management Framework is grounded in the outcomes which are key to our organisation. These are:

CLIENTS - That we deliver positive outcomes for our increasing population of clients

PARTNERS - That we continue to grow and develop the Partnership, both numbers and skills

PEOPLE - That we treat all of our stakeholders well

REGULATORS - That we are compliant, have an open and honest relationship with our regulators and protect our reputation

FINANCIALS AND SHAREHOLDERS - That we deliver sustainable growth in reported profits on all measures

Whilst clearly a simplification of the business model, this focuses attention on those things that are of greatest importance, and hence indicates where risk management activity should be focused. It also allows the identification of the individuals within the Group responsible for managing these risks.

Within these outcomes, indicators are used to monitor performance against risk appetite. Each indicator has an owner on the Executive Board who is accountable for managing the associated risks within agreed thresholds and providing regular reports to the Executive Board. This enables the Executive Board to maintain effective oversight of all outcomes, and to manage any conflicts of interest that arise between them.

To ensure a comprehensive risk universe, there is also a bottom-up element to our framework. Each division of the Group is responsible for the identification, management and quarterly reporting of its own risks, and is supported in this by the Risk Management function. Each risk is assessed by considering its potential impact and the likelihood of its occurrence, with impact assessments being made against financial and non-financial metrics. Establishment of appropriate controls is a core part of the risk management process.

Recognising the importance of ongoing effective risk management, the Group maintains a comprehensive suite of governance policies to support the Risk Management Framework.

Own Risk and Solvency Assessment (ORSA)

Many of the activities of the Group, and the legal entities in the Group, are regulated. We have relationships with the UK regulators (PRA and FCA) and the Irish Regulator (Central Bank of Ireland), and with the local regulators in Singapore and Hong Kong. The nature of our activities and the regulatory focus results in additional risk management activity, including, but not limited to, stress and scenario testing, loss event recording, resolution planning and risk capital management activity.

The different regulated entities in the Group are governed by a number of specific regulations, however, as an Insurance Group we are primarily governed by the Solvency II Directive, which came into force on 1 January 2016. As part of these regulations, we are required to undertake an ORSA for the Group, containing the ORSAs for each insurance company within the Group. We also produce a separate ORSA for the Singapore Branch of St. James's Place International, to meet the requirements of the local regulator. In 2016 the Group submitted its third annual ORSA report to the regulator, relating to the period ended 31 December 2015.

The ORSA is directed by the Board, with active engagement from the boards of St. James's Place UK plc ("SJPUK") and St. James's Place International plc ("SJPI"), and is intended to be a comprehensive risk assessment, bringing together an understanding of the risks that the Group faces, in the context of the strategic plan, and how these risks may change over our planning period. It also requires quantitative analysis of the capital required, and how it might develop over our planning period (5 years). The ORSA is a continually evolving process which has been useful to inform management decisions during the year and is increasingly embedded in ongoing risk management processes throughout the Group.

Capital for our insurance companies is based on the Solvency II regulations: separate risk based capital assessments are performed for the other regulated entities. As a result of these activities we have considered the calculation and allocation of risk capital to all the major risks in the Group, and the insurance companies in particular, and the adequacy of the capital position. This process ensures our continued confidence that the regulated entities remain strongly capitalised.

-37-

Viability Statement

In accordance with provision C.2.2. of the UK Corporate Governance Code, the Directors have assessed the Group's current financial position and future prospects over a five-year period, and have a reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over the period of this assessment.

In reaching this conclusion the Directors have taken into account a number of different strands of work, including:

   --     The Business Plan and associated strategy documents; 

-- An assessment of the economic, regulatory, competitive and risk environment which was carried out as part of the Board's strategy review process; and

-- The latest Group ORSA, which is a new requirement under the Solvency II Directive, and which scope is summarised in the section above.

As a result of this work the Board has concluded that the business model remains appropriate, with no concerns that would fundamentally threaten the business model or market. This is also supported by the resilience that the Group has demonstrated over recent years and in a variety of different external conditions.

A planning period of five years is used both in medium term business planning and also for the ORSA, and has therefore been used for the Code requirement as well, reflecting the horizon over which the Board sets medium term strategy.

The ORSA was particularly useful in assessing viability as it has a similar purpose and includes a range of stress tests, which have been performed at the level of the two insurance companies (St. James's Place UK plc and St. James's Place International plc) as well as at the level of the Group. The stress tests considered include a broad range of scenarios, including market shocks, mass lapse events, new business growth scenarios and particularly operational risk events. These were evaluated for the impact on the free assets of the Group of the change in key assumptions or circumstances. In all severe but plausible adverse tests, free assets were available, demonstrating the Group's resilience to adverse conditions. Reverse stress tests have also been performed on liquidity, the results of which indicate that the Group can reasonably expect to have sufficient liquid funds to be able to meet its liabilities over the planning period.

The Group monitors performance against a range of predefined indicators, which will identify if experience over the planning period differs from risk appetite or expectations, allowing management action to be taken.

Internal Control

The internal control environment in St. James's Place is built upon a strong control culture which is underpinned by our Code of Ethics and organisational delegation of responsibility. The Board has adopted the 'three lines of defence' model for the internal control system, under which the 1st Line is Business Operations, the 2nd Line is Oversight Functions including Risk Management and Compliance, and the 3rd Line is Independent Assurance. The purpose of this internal control system is to provide reasonable assurance regarding the achievement of objectives relating to operations, reporting, and compliance.

Management has delegated responsibility to implement and maintain effective controls, such that the Group operates within the risk appetite agreed by the Board. The Audit Committee, on behalf of the Board, monitors the effectiveness of internal controls across all business areas primarily through the outcomes of independent assurance assignments undertaken by Internal Audit.

Control Self-Assessment

Control Self-Assessment (CSA) is a continuous activity, which has a formal summary on an annual basis, and forms a key part of our internal control system. This self-assessment process requires business areas to review their controls regularly, and sign-off on their efficacy, against a standard set of control statements. Collectively these control statements embody the elements required for an organisation to maintain a control framework across the five components of Control Environment, Risk Assessment, Control Activities, Information and Communication, and Monitoring Activities, as laid down in the internationally accepted COSO control standards.

-38-

This process is beneficial as it provides confidence that business areas can meet their objectives, clarity to support decision making, and agility in adapting to change and complexity. The annual summary of the control self-assessment process contributes to the year-end Internal Control Evaluation exercise undertaken by Internal Audit as part of the assurance provision to the Audit Committee.

Financial Reporting Processes

Specifically, in relation to the financial reporting processes, the main features of the internal control systems include:

   --     Extensive documentation, operation and assessment of controls in key risk areas; 

-- Monthly review and sign-off of all financial accounting data submitted by outsource providers and the results of all subsidiaries within the Group; and

-- Formal review of financial statements by senior management, for both individual companies and the consolidated Group.

-39-

PRINCIPAL RISKS AND UNCERTAINTIES

The following tables summarise the principal risks and uncertainties that are inherent within both the Group's business model and the market in which we operate. These are the risks which could have a material impact on the key strategic outcomes in the five areas set out on page 36. The Group Board and the Boards of the insurance entities have responsibility for assessing their main risks and these are monitored on a regular basis by the Board Risk Committee, the Executive Board, the SJPUK and SJPI Boards, the SJPI Risk and Compliance Committee and the SJPI Singapore Branch Executive Management Committee.

Against each of the principal risks, consideration is given to the level of exposure and the extent to which the risk can be mitigated. For example, the Group believes that the Accumulation of Reputational Issues risk set out below presents a significant exposure yet is difficult to mitigate beyond the processes currently in place across the business. Conversely, the Investor Relations risk described below presents a more moderate exposure and can be mitigated through the ongoing development of the Investor Relations team.

In reflection of the stability and consistency of the Group's business model, there have been no significant changes in the principal risks to the Group over the last year. However, notable political events and economic changes during the year have had the effect of bringing certain risks, in particular those in respect of market performance and relative exchange rates, into sharper focus. The changes in government and uncertainties created by the vote to leave the European Union have led to an increase in the risks associated with regulatory, legislative and tax changes, although the Group remains well-positioned to accommodate and build on any such changes.

-40-

The principal risks and uncertainties, the business outcomes on which they impact, and the high level controls and processes through which we aim to mitigate them, are as follows:

NON-FINANCIAL RISKS

 
 Risk           Description                      Outcome             Management and Controls 
-------------  -------------------------------  ------------------  ----------------------------- 
 Systemic       Clients rely on                  Clients             There are many processes 
  advice         their SJP Partners                                   in place to mitigate 
  failure        for the provision                                    this risk, including 
                 of initial and ongoing                               detailed advice 
                 advice. Failures                                     guidance with appropriate 
                 in the quality of                                    governance around 
                 advice or documentation                              changes and updates, 
                 of advice could                                      appropriate incentive 
                 lead to redress                                      structures, Partner 
                 costs, reputational                                  training and accreditation, 
                 damage and regulatory                                compliance procedures, 
                 intervention.                                        monitoring processes 
                                                                      and quality checking. 
                                                                      The Group guarantees 
                                                                      the advice given 
                                                                      by Partners and 
                                                                      also has appropriate 
                                                                      professional indemnity 
                                                                      insurance in place. 
-------------  -------------------------------  ------------------  ----------------------------- 
 Cyber          The Group's business             Clients,            We maintain close 
  risk or        model involves the               Financials          working relationships 
  outsourcing    outsourcing of administration    and Shareholders    with our outsourcing 
  failure        to third parties.                                    partners, who are 
                 Poor service from,                                   central to our business 
                 or failure of, one                                   model. This enables 
                 of these third parties,                              us in seeking to 
                 the failure of an                                    work effectively 
                 IT system, or a                                      and efficiently 
                 significant cyber-attack                             together to deliver 
                 or fraud, could                                      the best result. 
                 lead to disruption                                   Service level agreements 
                 of services to clients,                              are in place and 
                 reputational damage                                  performance is monitored 
                 and profit impacts.                                  against these. In 
                 In particular, a                                     the extreme event, 
                 significant cyber-attack                             all our relationships 
                 could cause very                                     are governed by 
                 substantial reputational                             formal agreements 
                 damage.                                              with notice periods. 
                                                                      The business continuity 
                                                                      arrangements of 
                                                                      each outsourcer 
                                                                      are also continually 
                                                                      tested and improved 
                                                                      and scenario analysis 
                                                                      is carried out. 
                                                                      An effective information 
                                                                      security control 
                                                                      framework is in 
                                                                      place and we continue 
                                                                      to enhance our existing 
                                                                      cyber security risk 
                                                                      management capabilities 
                                                                      in light of the 
                                                                      increasing threat 
                                                                      in this area. 
-------------  -------------------------------  ------------------  ----------------------------- 
 

-41-

 
 Risk             Description                     Outcome             Management and Controls 
---------------  ------------------------------  ------------------  ------------------------------ 
 Low yield        Our approach to                 Clients             We actively manage 
  environment      investment management                               and monitor the 
                   may fail to deliver                                 performance of our 
                   expected returns                                    investment managers 
                   to clients of the                                   through the Investment 
                   Group or the range                                  Committee, which 
                   of products and                                     also makes use of 
                   services offered                                    firms of professional 
                   may become inappropriate                            investment advisers, 
                   for client needs.                                   including respected 
                                                                       independent investment 
                                                                       research consultancies, 
                                                                       Stamford Associates, 
                                                                       Redington and AON 
                                                                       Consulting, to help 
                                                                       them with this key 
                                                                       task. We offer a 
                                                                       broad range of funds, 
                                                                       which allows client 
                                                                       diversification 
                                                                       and mitigates our 
                                                                       new business, persistency 
                                                                       and market risks. 
                                                                       Effective governance 
                                                                       frameworks are in 
                                                                       place in respect 
                                                                       of manufactured 
                                                                       and third-party 
                                                                       products. 
---------------  ------------------------------  ------------------  ------------------------------ 
 Partner          Group products are              Partners            The Partner proposition 
  proposition,     distributed, and                                    is an area of continual 
  recruitment      ongoing advice is                                   focus, with outputs 
  and retention    provided, exclusively                               from regular Partner 
                   through the SJP                                     surveys and other 
                   Partnership. Inadequacies                           Partner feedback 
                   in the Partner proposition,                         being reflected 
                   range of products,                                  on an ongoing basis. 
                   technology or services                              We employ a number 
                   offered to the Partnership                          of specialist managers 
                   may result in inefficiencies                        specifically to 
                   and frustration,                                    manage the recruitment 
                   with consequent                                     and retention of 
                   loss of Partners                                    high quality Partners, 
                   and client impact,                                  and a dedicated 
                   or inability to                                     senior management 
                   recruit sufficient,                                 team oversees the 
                   high quality new                                    SJP Academy, which 
                   Partners or field                                   broadens our recruitment 
                   management.                                         streams. Formal 
                                                                       retention strategies 
                                                                       are in place to 
                                                                       ensure that, wherever 
                                                                       possible, we retain 
                                                                       good quality and 
                                                                       experienced Partners. 
                                                                       All recruitment 
                                                                       and retention activity 
                                                                       is closely monitored. 
---------------  ------------------------------  ------------------  ------------------------------ 
 Regulatory,      The nature of the               Regulators          Regulatory and legislative 
  legislative      Group is such that                                  change is largely 
  and tax          it falls under the                                  a risk which cannot 
  environment      influence of regulators                             be mitigated, although 
                   and legislators                                     the Group seeks 
                   in multiple jurisdictions,                          to engage with regulators 
                   a growing number                                    and policy makers 
                   given the Group's                                   in an open and constructive 
                   expansion into Asia.                                manner, with the 
                   Wholesale changes                                   aim that key issues 
                   to regulations or                                   impacting the Group 
                   to the political                                    are taken into consideration 
                   environment may                                     in the drafting 
                   result in implementation                            of changes. Our 
                   costs and disruption                                governance structures, 
                   to business. The                                    management committees 
                   Group could face                                    and compliance monitoring 
                   a fine or regulatory                                activities seek 
                   censure from failure                                to ensure we remain 
                   to comply with applicable                           compliant with regulation. 
                   regulations, with 
                   increased supervisory 
                   intrusion and disruption 
                   to business. 
---------------  ------------------------------  ------------------  ------------------------------ 
 Competition      Competitor activity             Financials          This risk is mitigated 
  and charge       in the adviser-based            and shareholders    through ensuring 
  pressure         wealth management                                   our business is 
                   market may result                                   run efficiently, 
                   in a reduction in                                   being responsive 
                   new business volumes,                               to the needs of 
                   reduced retention                                   our clients and 
                   of existing business,                               Partners and seeking 
                   pressure on margins                                 continual improvements 
                   for both new and                                    to processes. Charges 
                   existing business,                                  are benchmarked 
                   and the potential                                   against competitors 
                   loss of Partners                                    and competitor activity 
                   and key employees.                                  is monitored allowing 
                   The low yield environment                           action to be taken 
                   places additional                                   in a timely manner 
                   pressure on client                                  if required. The 
                   charges and advice                                  Group offers a diversified 
                   fees.                                               product range, including 
                                                                       manufactured and 
                                                                       third party products. 
                                                                       We have a proven 
                                                                       track record in 
                                                                       Partner and employee 
                                                                       acquisition and 
                                                                       retention. Our more 
                                                                       established Partners 
                                                                       often have significant 
                                                                       equity stakes in 
                                                                       their practices 
                                                                       and their ability 
                                                                       to access these 
                                                                       is structured to 
                                                                       aid retention. Similarly, 
                                                                       variable remuneration 
                                                                       of key employees 
                                                                       is structured to 
                                                                       aid retention. 
---------------  ------------------------------  ------------------  ------------------------------ 
 

-42-

 
 Risk               Description                  Outcome             Management and Controls 
-----------------  ---------------------------  ------------------  ------------------------------ 
 Availability       Lack of availability         Financials          A debt funding policy 
  of credit          of credit may limit          and shareholders    is in place, with 
                     the Group's ability                              committed funds 
                     to provide Partner                               available through 
                     loans and make strategic                         the revolving credit 
                     investments.                                     facility. Credit-approved 
                                                                      bank lending facilities 
                                                                      are available to 
                                                                      support Partner 
                                                                      loans. Further corporate 
                                                                      borrowing requires 
                                                                      approval at Board 
                                                                      level. 
-----------------  ---------------------------  ------------------  ------------------------------ 
 Investor           Failure to communicate       Financials          This risk is mitigated 
  relations          effectively with             and shareholders    through the work 
                     new and existing                                 of the investor 
                     shareholders may                                 relations team, 
                     lead to falls in                                 whose remit is to 
                     the share price                                  ensure the maintenance 
                     and reputational                                 of positive relationships 
                     damage.                                          with shareholders. 
-----------------  ---------------------------  ------------------  ------------------------------ 
 Accumulation       The success of the           Financials          Mitigants for individual 
  of reputational    Group is closely             and shareholders    reputational events 
  issues             linked with the                                  are described earlier 
                     strength of the                                  in the table. The 
                     St. James's Place                                Group seeks to achieve 
                     brand. An accumulation                           the best possible 
                     of reputational                                  outcomes for its 
                     issues, for example                              clients and the 
                     advice failures,                                 cultural driver 
                     fraud, service issues,                           of 'doing the right 
                     low client investment                            thing' runs through 
                     returns, has the                                 the whole organisation. 
                     potential to damage                              However, it is recognised 
                     the brand, leading                               that isolated incidents 
                     to reduced retention                             will occur and, 
                     and lower levels                                 when this is the 
                     of new business.                                 case, the Group 
                                                                      seeks to rectify 
                                                                      the issue and achieve 
                                                                      positive outcomes 
                                                                      for clients. 
-----------------  ---------------------------  ------------------  ------------------------------ 
 People             People and the distinctive   People              This risk is mitigated 
  and culture        culture of the Group                             through effective 
                     play an important                                leadership, succession 
                     part in its success.                             planning, the implementation 
                     Poorly managed expansion,                        of executive and 
                     succession, culture                              management development 
                     and resourcing may                               initiatives and 
                     lead to loss of                                  regular surveys 
                     valued individuals,                              and consultation 
                     increased risk of                                groups. The latter 
                     errors, and failure                              enable us to monitor 
                     to deliver on the                                the sentiment of 
                     business plan.                                   our staff and Partners 
                                                                      and identify any 
                                                                      potential adverse 
                                                                      impacts upon, or 
                                                                      trends within, our 
                                                                      culture, and respond 
                                                                      appropriately. 
-----------------  ---------------------------  ------------------  ------------------------------ 
 

FINANCIAL RISKS

 
 Risk          Description                Outcome             Management and Controls 
------------  -------------------------  ------------------  --------------------------- 
 Market        A reduction in funds       Financials          The Group accepts 
  Risk -        under management           and shareholders    the risk of reduced 
  Loss of       owing to market                                future profits as 
  Annual        shocks, poor market                            a result of market 
  Management    performance or currency                        shocks, poor market 
  Charge        and exchange rate                              performance, adverse 
  (AMC)         movements would                                movement in credit 
  income        reduce future AMC                              spreads or currency 
                income, and hence                              movements. This risk 
                future profits.                                is mitigated to an 
                                                               extent by the diversified 
                                                               fund range. 
------------  -------------------------  ------------------  --------------------------- 
 

-43-

 
 Risk        Description                     Outcome             Management and Controls 
----------  ------------------------------  ------------------  ----------------------------- 
 Insurance   A reduction in funds            Financials          Retention risk is 
  risk        under management                and shareholders    managed through the 
              owing to poor retention                             long-term relationships 
              would reduce future                                 between Partners 
              AMC income. This                                    and clients. In particular, 
              may arise from factors                              Partners keep clients 
              such as changes                                     informed during periods 
              in the economic                                     of market volatility, 
              climate, poor investment                            and lower-risk funds 
              performance, competitor                             and portfolios are 
              activity, or reputational                           available, with no 
              damage to the Group.                                charges for switching. 
                                                                  The Investment Management 
              Adverse mortality                                   Approach involves 
              or disability experience,                           monitoring of fund 
              in particular higher                                manager performance, 
              death claims following                              and changes are made 
              an incident or widespread                           where appropriate. 
              illness, or longer-term                             Some of the key sources 
              increases in mortality                              of reputational risk 
              rates, would reduce                                 and related controls 
              future profits.                                     are described in 
                                                                  the table above. 
 
                                                                  Mortality and disability 
                                                                  risk is substantially 
                                                                  reduced through the 
                                                                  use of reassurance 
                                                                  with low retention. 
                                                                  Mortality risk benefit 
                                                                  on investment products 
                                                                  are generally limited 
                                                                  to 1% of invested 
                                                                  assets. Most risk 
                                                                  deductions are reviewable 
                                                                  and an increase in 
                                                                  reassurance rates 
                                                                  would be passed on 
                                                                  to clients through 
                                                                  increases to charges 
                                                                  and/or premiums within 
                                                                  five years. Experience 
                                                                  analysis is performed. 
----------  ------------------------------  ------------------  ----------------------------- 
 Expense     Increased expenses,             Financials          Expenses are controlled 
  risk        in particular higher            and shareholders    through contracts 
              than expected administration                        with third party 
              costs, would reduce                                 administrators and 
              future profits.                                     expense controls 
                                                                  at Group level, so 
                                                                  that growth in average 
                                                                  per policy expenses 
                                                                  is no greater than 
                                                                  the rate of increase 
                                                                  in the average weekly 
                                                                  earnings index. 
 
                                                                  Administration charges 
                                                                  are reviewable. 
 
                                                                  Clients meet investment 
                                                                  management fees directly 
                                                                  through the product, 
                                                                  with changes, both 
                                                                  positive and negative, 
                                                                  also passed on. 
----------  ------------------------------  ------------------  ----------------------------- 
 

-44-

 
 Risk        Description                   Outcome             Management and Controls 
----------  ----------------------------  ------------------  -------------------------- 
 Interest    Changes in interest           Financials          Generally, shareholder 
  rate and    rates or the failure          and shareholders    funds are invested 
  credit      of a counterparty                                 in high credit rating 
  risks       may reduce the value                              and highly liquid 
              of fixed interest                                 cash and cash-equivalent 
              assets held by the                                investments, and 
              shareholder.                                      only highly rated 
                                                                reinsurers are used. 
              Key counterparties 
              include reassurers,                               However, in support 
              banks, money market                               of the business, 
              funds, issuers of                                 some shareholder 
              fixed interest securities,                        funds (outside the 
              Partners to whom                                  insurance companies) 
              loans have been                                   are used to provide 
              granted, and other                                loans to Partners. 
              debtors.                                          These are secured 
                                                                against income streams 
                                                                on a conservative 
                                                                multiple and with 
                                                                appropriate financial 
                                                                monitoring. 
 
                                                                A pre-payment has 
                                                                been made to IFDS 
                                                                in anticipation of 
                                                                future benefits arising 
                                                                from the development 
                                                                of the new Bluedoor 
                                                                administration system. 
                                                                However, the contract 
                                                                with Bluedoor would 
                                                                enable the Group 
                                                                to continue to use 
                                                                the Bluedoor system 
                                                                in the event of failure 
                                                                of IFDS. 
----------  ----------------------------  ------------------  -------------------------- 
 Liquidity   Liquidity issues              Financials          Client funds are 
  risk        may arise from client         and shareholders    invested in deep 
              requests to switch                                and liquid markets 
              or withdraw money                                 and, where investments 
              from unit-linked                                  are less liquid, 
              funds, and through                                contractual terms 
              events that may                                   are included, allowing 
              require immediate                                 the flexibility to 
              recourse to shareholder                           defer withdrawals. 
              funds.                                            Sizeable balances 
                                                                of liquid shareholder 
                                                                assets are maintained 
                                                                and the emergence 
                                                                of cash profits is 
                                                                monitored. Banks' 
                                                                propensity to lend 
                                                                in support of Partner 
                                                                loans is also monitored. 
----------  ----------------------------  ------------------  -------------------------- 
 

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CHAIR'S REPORT

As you will already have read in the Chief Executive's and the Chief Financial Officer's statements, 2016 was another strong year for St. James's Place plc.

In my Statement of last year, I commented that 2015 had seen much political, economic and social upheaval but 2016 was perhaps even more startling. Much has been written about the potential impacts of the Brexit referendum and the election of President Trump, but predicting the future is difficult and relying on such predictions can be risky. We will therefore continue to focus on the fundamentals of the business: delivering good outcomes for our clients through the St. James's Place Partnership. Naturally, we keep a watchful eye on developments within the world around us, which will no doubt continue to change. However, we benefit from our Partner-client centric model which provides a rapid and direct source of information about how the landscape is developing on the ground and therefore how to respond. In times of uncertainty, the benefits of St. James's Place's long term approach to advice and investment should stand our clients in good stead.

David Bellamy has decided to step down from the Board at the end of 2017 after 26 years as an executive, the last 11 of which he has served as Chief Executive Officer. Under his leadership, St. James's Place has gone from strength to strength and is now the leading wealth manager in the UK. It has demonstrably delivered for all of our stakeholders: clients, shareholders, Partners, employees and the charities supported by the St. James's Place Foundation. David has been an outstanding Chief Executive and, although he will continue to lead the business for the remainder of the year, on behalf of the Board and the entire St. James's Place community, I would like to thank him. We are especially pleased that he will remain with the Group in an advisory capacity and will take on the role of Non-executive Chairman of our new International operations.

I am delighted that Andrew Croft will become Chief Executive from the 1(st) of January 2018. Andrew has already played a key role in the success of the Group serving as Chief Financial Officer for the last 12 years and is the ideal person to lead St. James's Place. At the same time, Craig Gentle, who joined the group in 2016 as Chief Risk Officer, will be appointed as Chief Financial Officer.

In recent years we have expanded our senior management team such that we have an outstanding leadership group with real strength and depth which Andrew will lead. The management changes we have announced reflect the continued development of the executive team as well as our commitment to the strategy which has been so successful over the years.

Having come far in our first 25 years, we are excited about the opportunities that lie ahead. We recognise that it is incumbent on us to build on our strong foundations by continuing to make incremental improvements in all aspects of the business and by learning fast where we do not do as well as we would like. That includes the further development of our proposition for both clients and Partners alike, maintaining our ability to deliver superior client outcomes, expanding our use of technology to support Partners, and completing the transfer of our back-office administrative systems. It also means sustaining our focus on our core areas of expertise and retaining our low strategic risk appetite.

It is crucial that we preserve the distinct culture that characterises St. James's Place. Much is written about culture these days but it is important to be focussed on good evidence of what makes organisations behave in a responsible, fair and sustainable way in respect of all in their communities. We aim to keep those principles firmly in mind in all that we do. It would be rash to claim that we never make mistakes, but if we do, we seek to rectify and to learn as quickly as we can.

One cornerstone of our distinct culture which brings together the entire St. James's Place community is the commitment to the St James's Place Foundation, together with the charities that it supports. Therefore, the Board is pleased to announce the doubling of matched funding for our 25(th) anniversary year. Alongside our support for the Foundation, we remain committed to being involved in our local communities by way of volunteering and support, as well as through providing employability skills training for young people and through delivering financial education courses for school children.

-46-

We have taken seriously our responsibilities to develop our people. For example, we are progressing our Academy concept further with a new programme for para-planners and accreditation schemes for our Partner support teams. We are also enjoying the successes of our apprenticeship and graduate schemes, are working on our management development programmes, and have made advances on gender and diversity. The St. James's Place community is a broad church in many ways but we keep working to make sure we do not unwittingly deter good people from joining us, nor fail to support their continued development once part of the business.

We do operate in a complex world and our stakeholders understandably make many demands of us. We participate frequently in regulatory and government consultations. We survey our clients, Partners and employees, and we engage very actively with our shareholders not only regarding our financial results and strategy, but also around many governance matters. All of these matters are discussed by your Board and we think it is to all stakeholders' benefit that lines of communication are very short. We have always favoured identifying how developments in the governance environment lead to more effective returns for stakeholders, rather than simply adhering to box ticking exercises. It is in all our interests to make sure we continue to deliver good outcomes for our clients and take care of our communities. By doing so we are much more likely to deliver safe, sustainable growth for our shareholders.

2016's results are a result of that approach and the work done over many years as the business has evolved and developed. Our strategic and operational progress in 2016 should bear fruit in future years. The strength of our performance in 2016 and our confidence in our future growth prospects, means that the Board is pleased to propose a 20% increase in the final dividend to 20.67p per share, giving an increase of 18% for the full year. I look forward to supporting the business in continuing to deliver to client, Partners, employees and shareholders in 2017.

Sarah Bates

Chair

27 February 2017

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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 
                                                    Year Ended     Year Ended 
                                                   31 December    31 December 
                                           Note           2016           2015 
                                                 -------------  ------------- 
                                                  GBP' Million   GBP' Million 
 
 Insurance premium income                                 52.2           54.7 
 Less premiums ceded to reinsurers                      (31.5)         (32.6) 
                                                 -------------  ------------- 
 Net insurance premium income                             20.7           22.1 
 
 Fee and commission income                 5           1,703.9        1,333.5 
 
 Investment return                         6           9,630.1        1,755.8 
 
 Other operating income                                      -            1.5 
                                                 -------------  ------------- 
 Net income                                           11,354.7        3,112.9 
 
 Policy claims and benefits 
 - Gross amount                                         (62.7)         (65.0) 
 - Reinsurers' share                                      21.7           28.5 
 Net policyholder claims and 
  benefits incurred                                     (41.0)         (36.5) 
 
 Change in insurance contract 
  liabilities 
 - Gross amount                                         (64.6)           10.8 
 - Reinsurers' share                                       4.1          (0.5) 
 Net change in insurance contract 
  liabilities                                           (60.5)           10.3 
 
 Investment contract benefits                        (9,541.8)      (1,762.5) 
 
 Expenses                                            (1,225.1)      (1,150.1) 
 
 Profit before tax                         4             486.3          174.1 
 
 Tax attributable to policyholders' 
  returns                                  7           (345.7)         (22.8) 
                                                 -------------  ------------- 
 
 Profit before tax attributable 
  to shareholders' returns                               140.6          151.3 
 
 Total tax (expense)/credit                7           (374.6)           27.9 
 Less: tax attributable to 
  policyholders' returns                   7             345.7           22.8 
                                                 -------------  ------------- 
 Tax attributable to shareholders' 
  returns                                  7            (28.9)           50.7 
                                                 -------------  ------------- 
 Profit and total comprehensive 
  income for the year                                    111.7          202.0 
 
 Loss attributable to non-controlling 
  interests                                              (0.5)          (0.2) 
 Profit attributable to equity 
  shareholders                                           112.2          202.2 
                                                 -------------  ------------- 
 Profit and total comprehensive 
  income for the year                                    111.7          202.0 
                                                 -------------  ------------- 
 
                                                         Pence          Pence 
 Basic earnings per share                  12             21.5           38.9 
 Diluted earnings per share                12             21.3           38.5 
 

The results relate to continuing operations.

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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 
                                            Equity attributable owners of 
                                                      the parent 
                            ------------------------------------------------------------ 
 
                                                  Shares 
                                                      in                                          Non- 
                               Share     Share     Trust   Retained       Misc             controlling     Total 
                      Note   Capital   Premium   Reserve   Earnings   Reserves     Total     Interests    Equity 
                            --------  --------  --------  ---------  ---------  --------  ------------  -------- 
                                          GBP'      GBP'       GBP'                 GBP'          GBP'      GBP' 
                               GBP'M         M         M          M      GBP'M         M             M         M 
 
 At 1 January 
  2015                          77.9     147.4    (10.5)      793.1        2.3   1,010.2         (0.1)   1,010.1 
 
 Profit/(loss) 
  and total 
  comprehensive 
  income/(expense) 
  for the 
  year                                                        202.2                202.2         (0.2)     202.0 
 Dividends            12                                    (130.8)              (130.8)                 (130.8) 
 Issue of 
  share capital                  0.3       1.9                                       2.2                     2.2 
 Exercise 
  of options                     0.5       9.0                                       9.5                     9.5 
 Consideration 
  paid for 
  own shares                                      (12.8)                          (12.8)                  (12.8) 
 Shares sold 
  during the 
  year                                               4.7      (4.7)                    -                       - 
 Retained 
  earnings 
  credit in 
  respect 
  of proceeds 
  from exercise 
  of share 
  options 
  of shares 
  held in 
  trust                                              0.1                             0.1                     0.1 
 Retained 
  earnings 
  credit in 
  respect 
  of share 
  option charges                                               14.8                 14.8                    14.8 
 
 At 31 December 
  2015                          78.7     158.3    (18.5)      874.6        2.3   1,095.4         (0.3)   1,095.1 
                            --------  --------  --------  ---------  ---------  --------  ------------  -------- 
 
 
 Profit/(loss) 
  and total 
  comprehensive 
  income/(expense) 
  for the 
  year                                                        112.2                112.2         (0.5)     111.7 
 Dividends            12                                    (155.2)              (155.2)                 (155.2) 
 Issue of 
  share capital       12                   0.9                                       0.9                     0.9 
 Exercise 
  of options          12         0.4       5.3                                       5.7                     5.7 
 Consideration 
  paid for 
  own shares                                       (5.5)                           (5.5)                   (5.5) 
 Shares sold 
  during the 
  year                                               3.1      (3.1)                    -                       - 
 Misc reserves 
  on acquisition                                                           0.2       0.2                     0.2 
 Retained 
  earnings 
  credit in 
  respect 
  of share 
  option charges                                               22.7                 22.7                    22.7 
 
 At 31 December 
  2016                          79.1     164.5    (20.9)      851.2        2.5   1,076.4         (0.8)   1,075.6 
                            --------  --------  --------  ---------  ---------  --------  ------------  -------- 
 
 
 

-49-

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 
                                                  As at 31       As at 31 
                                                  December       December 
                                       Note           2016           2015 
                                             -------------  ------------- 
                                              GBP' Million   GBP' Million 
 Assets 
 Goodwill                               8             13.8           10.1 
 Intangible assets 
 - Deferred acquisition costs           8            684.8          745.0 
 - Acquired value of in-force 
  business                              8             30.4           33.6 
 - Computer software                    8              3.0            4.3 
                                                     732.0          793.0 
 Property and equipment                               23.1            8.0 
 Deferred tax assets                    7            199.9          225.9 
 Reinsurance assets                                   80.5           85.0 
 Other receivables                                 1,473.0         967.2* 
 Investments 
 - Investment property                  9          1,462.4        1,344.9 
 - Equities                                       46,598.7       37,960.8 
 - Fixed income securities                        12,445.5        8,934.0 
 - Investment in Collective 
  Investment Schemes                               3,864.8        3,269.6 
 - Derivative financial instruments                  729.1          364.1 
 Cash and cash equivalents              9          7,413.1        5,325.1 
                                             -------------  ------------- 
 Total assets                                     75,022.1       59,277.6 
                                             -------------  ------------- 
 
 Liabilities 
 Borrowings                             10           281.4          181.8 
 Deferred tax liabilities               7            614.8          434.6 
 Insurance contract liabilities                      518.2          463.5 
 Deferred income                        8            647.6          413.5 
 Other provisions                                     17.1           15.4 
 Other payables                                    1,173.6         706.7* 
 Investment contracts benefits                    53,307.1       43,159.8 
 Derivative financial instruments                    281.9          221.1 
 Net asset value attributable 
  to unit holders                       9         17,032.0       12,556.4 
 Income tax liabilities                               72.7           29.6 
 Preference shares                                     0.1            0.1 
                                             -------------  ------------- 
 Total liabilities                                73,946.5       58,182.5 
                                             -------------  ------------- 
 
 Net assets                                        1,075.6        1,095.1 
                                             -------------  ------------- 
 
 Shareholders' equity 
 Share capital                          12            79.1           78.7 
 Share premium                                       164.5          158.3 
 Shares in trust reserve                            (20.9)         (18.5) 
 Miscellaneous reserves                                2.5            2.3 
 Retained earnings                                   851.2          874.6 
                                             -------------  ------------- 
 Equity attributable to owners 
  of the parent                                    1,076.4        1,095.4 
 Non-controlling interests                           (0.8)          (0.3) 
                                             -------------  ------------- 
 Total equity                                      1,075.6        1,095.1 
                                             -------------  ------------- 
 
                                                     Pence          Pence 
                                             -------------  ------------- 
 
 Net assets per share                                203.9          208.7 
                                             -------------  ------------- 
 

* Some lines have been aggregated in the comparative to simplify the presentation.

-50-

CONSOLIDATED STATEMENT OF CASH FLOWS

 
                                                        Year           Year 
                                                       Ended          Ended 
                                                 31 December    31 December 
                                         Note           2016           2015 
                                               -------------  ------------- 
                                                        GBP'           GBP' 
                                                     Million        Million 
 Cash flows from operating activities 
 Profit before tax for the year                        486.3          174.1 
 Adjustments for: 
 Depreciation                                            4.4            2.5 
 Amortisation of acquired value 
  of in-force business                    8              3.2            3.2 
 Amortisation of computer software        8              3.4            3.4 
 Share-based payment charge                             23.9           15.7 
 Interest income                                      (26.6)         (23.9) 
 Interest expense                                        4.9            4.4 
 Increase in provisions                                  1.7            4.0 
 Exchange rate gains                                   (3.3)              - 
 
 Changes in operating assets 
  and liabilities 
 Decrease in deferred acquisition 
  costs                                   8             60.2           68.0 
 Increase in investment property                     (117.5)        (313.5) 
 Increase in other investments                    (13,109.6)      (5,826.7) 
 Decrease in reinsurance assets                          4.5            0.5 
 Increase in other receivables                       (464.4)       (451.8)* 
 Increase/(decrease) in insurance 
  contract liabilities                                  54.6         (10.9) 
 Increase in financial liabilities 
  (excluding borrowings)                            10,207.8        4,450.4 
 Increase/(decrease) in deferred 
  income                                  8            234.1         (49.7) 
 Increase in other payables                            407.8         282.1* 
 Increase in net assets attributable 
  to unit holders                                    4,475.6        1,938.6 
 
 Cash generated from operating 
  activities                                         2,251.0          270.4 
 
 Interest received                                      26.6           23.9 
 Interest paid                                         (4.9)          (4.4) 
 Income taxes paid                                    (87.7)         (61.7) 
                                               -------------  ------------- 
 
 Net cash generated from operating 
  activities                                         2,185.0          228.2 
 
 Cash flows from investing activities 
 Acquisition of property and 
  equipment                                           (19.6)          (4.0) 
 Acquisition of intangible assets         8            (2.1)              - 
 Acquisition of subsidiaries 
  and other business combinations, 
  net of cash acquired                                (23.1)          (0.8) 
 
 Net cash used in investing 
  activities                                          (44.8)          (4.8) 
 
 Cash flows from financing activities 
 Proceeds from the issue of 
  share capital                                          5.7            9.5 
 Consideration paid for own 
  shares                                               (5.5)         (12.8) 
 Proceeds from exercise of options 
  over shares held in trust                                -            0.1 
 Additional borrowings                    10           100.0          175.0 
 Repayment of borrowings                               (0.9)         (79.1) 
 Dividends paid                           12         (155.2)        (130.8) 
                                               -------------  ------------- 
 
 Net cash used in financing 
  activities                                          (55.9)         (38.1) 
                                               -------------  ------------- 
 
 Net increase in cash and cash 
  equivalents                                        2,084.3          185.3 
 
 Cash and cash equivalents at 
  1 January                               9          5,325.1        5,139.4 
 Exchange gains on cash and 
  cash equivalents                                       3.7            0.4 
 
 Cash and cash equivalents at 
  31 December                             9          7,413.1        5,325.1 
                                               -------------  ------------- 
 

* Some lines have been aggregated in the comparative to simplify the presentation.

-51-

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS UNDER

INTERNATIONAL FINANCIAL REPORTING STANDARDS

1. ACCOUNTING POLICIES

The Group financial statements consolidate those of the Company and its subsidiaries (together referred to as the "Group").

The Group financial statements have been prepared and approved by the Directors in accordance with International Financial Reporting Standards as adopted by the EU ("adopted IFRSs") and interpretations issued by the IFRS Interpretations Committee ("IFRS IC") and those parts of the Companies Act 2006 that are applicable when reporting under IFRS.

Within the financial statements, a number alternative performance measures (APMs) are disclosed. An APM is a measure of financial performance, financial position or cash flows which is not defined by the relevant financial reporting framework, which for the Group is International Financial Reporting Standards (IFRS) as adopted by the European Union. APMs are used to provide greater insight to the performance of the Group and the way it is managed by the Directors. Information on Alternative Performance Measures is provided in the Financial Review on page 10 which defines each APM, explains why it is used and, where applicable, how the measure can be reconciled to the IFRS financial statements.

2. OTHER ACCOUNTING POLICIES

The other accounting policies used by the Group in preparing the results are consistent with those applied in preparing the statutory accounts for the year ended 31 December 2015.

3. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS IN APPLYING ACCOUNTING POLICIES

Judgements

The primary areas in which the Group has applied judgement in applying accounting policies are in the classification of contracts between insurance and investment business and when applying the concept of control to determine which entities are subsidiaries.

Classification of contracts between insurance and investment business

Contracts with a significant degree of insurance risk are treated as insurance. All other contracts are treated as investment contracts. It is this classification that management considers to be a critical judgement; however, due to the carrying value of the insurance contract liabilities within the statement of financial position, management does not consider insurance business to be significant to the Group.

Subsidiaries

Subsidiaries are those entities which the Group controls. Control exists if the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity (including unit trusts in which the Group holds more than 30% of the units).

Deciding the amount of management expenses that are treated as acquisition expenses

Certain management expenses vary with the level of new business and have been treated as acquisition costs. Each line of costs has been reviewed and its variability to new business volumes estimated on the basis of the level of costs that would be incurred if new business ceased.

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Estimates

The principal areas in which the Group applies accounting estimates are:

   --           Determining the value of insurance contract liabilities; 
   --           Determining the fair value of investment contract benefits; 
   --           Determining the fair value of investment property; 

-- Determining the fair value liability to policyholders for capital losses in unit funds;

   --           Amortisation and recoverability of deferred acquisition costs and deferred income; 

-- Determining the fair value, amortisation and recoverability of acquired in-force business;

   --           Fair value estimation of assets acquired; 
   --           Determining the value of deferred tax assets; 
   --           Recoverability of St. James's Place Partnership loans; 
   --           Measurement of prepaid operational readiness costs; and 
   --           Determining the fair value of share-based payments. 

Estimates are also applied in determining the amount of deferred tax asset recognised on unrelieved expenses and the value of other provisions.

Measurement of insurance contract liabilities

The assumptions used in the calculation of insurance contract liabilities that have an effect on the statement of comprehensive income of the Group are:

-- The lapse assumption, which is set prudently based on an investigation of experience during the year;

-- The level of expenses, which is based on actual expenses in 2016 and expected rates in 2017 and the long-term;

-- The mortality and morbidity rates, which are based on the results of an investigation of experience during the year; and

   --     The assumed rate of investment return, which is based on current gilt yields. 

Determining the fair value of investment contract benefits

In accordance with IFRS 13, the Group categorises unit-linked insurance contracts as financial liabilities, carried on the statement of financial position at fair value. The fair value of unit linked liabilities is assessed by reference to the value of the underlying net asset value of the Group's unitised investment funds, determined on a bid value, at the reporting date. As the underlying net asset value is determined using inputs other than quoted prices but which are observable, either directly (that is, as prices) or indirectly (that is, derived from prices), the liability is categorised as a level 2 financial instrument.

Determining the fair value of financial instruments and investment property

In accordance with IFRS 13, the Group categorises financial instruments carried on the statement of financial position at fair value using a three level hierarchy. Financial instruments categorised as level 1 are valued using quoted market prices and therefore there is minimal judgement applied in determining fair value. However, the fair value of financial instruments categorised as level 2 and, in particular, level 3 is determined using valuation techniques. These valuation techniques involve management judgement and estimates, the extent of which depends on the complexity of the instrument and the availability of market observable information.

Valuing capital losses in the unit funds

In line with IAS 12, the Group has recognised a deferred tax asset in relation to capital losses in the unit funds at the reporting date. This asset has been tested for impairment against the level of capital gains realistically expected to arise in future.

Much of the benefit of the deferred tax asset on capital losses in the unit funds will be shared with policyholders. The policyholder investment contract liability has therefore been increased to reflect the fair value of this additional benefit. The assumptions that have a significant effect on the fair value of the liability are as follows:

   --     The assumed rate of investment return, which is based on current gilt yields; 
   --     The lapse assumption, which is set prudently based on experience during the year; and 

-- The assumed period for development of capital gains, which is estimated from recent experience.

-53-

Amortisation and recoverability of Deferred Acquisition Costs (DAC) and Deferred Income (DIR)

Deferred acquisition costs on investment contracts are amortised on a straight-line basis over the expected lifetime of the underlying contracts. The expected lifetime of the contracts has been estimated from the experienced termination rates and the age of clients at inception and maturity.

Deferred income on investment contracts is amortised on a straight line basis over the expected lifetime of the underlying contracts, although on certain contracts, the impact of early withdrawal charges means the income is effectively recognised over a shorter period.

Deferred acquisition costs on insurance contracts are amortised over the period during which the costs are expected to be recoverable in accordance with the projected emergence of future margins.

Deferred acquisition costs relating to insurance and investment contracts are tested annually for recoverability by reference to expected future income levels. Future income levels are projected using assumptions consistent with those underlying our embedded value calculation.

Acquired in-force business

There have been no new business combinations generating acquired in-force business during the year. The acquired value of the in-force business is amortised on a basis that reflects the expected profit stream arising from the business acquired at the date of acquisition. This profit stream is estimated from the experienced termination rates, expenses of management and age of the clients under the individual contracts as well as global estimates of investment growth, based on recent experience at the date of acquisition.

The acquired value of in-force business relating to insurance and investment contracts is tested annually for recoverability by reference to expected future income levels.

Fair value estimation of assets acquired

In accordance with IFRS 3 Business Combinations, as of the acquisition date, the Group recognises, separately from goodwill, the identifiable assets acquired, the liabilities assumed and any non-controlling interest in the acquiree and classifies the identifiable assets acquired and liabilities assumed on the basis of the contractual terms, economic conditions, its operating or accounting policies and other pertinent conditions as they exist at the acquisition date. The Group measures the identifiable assets acquired and the liabilities assumed at their acquisition-date fair values.

Determining the value of deferred tax assets

In line with IAS 12, the Group has recognised deferred tax assets for future tax benefits that will accrue. The asset value has taken into consideration the likelihood of appropriate future income or gains against which the tax asset can be utilised. In particular, future investment income from the existing assets and new business will be sufficient to utilise the unrelieved expenses, and capital gains crystallising in the unit linked funds will utilise the capital losses. Tax assets in relation to deferred income will be utilised as the underlying income is recognised.

Recoverability of St. James's Place Partnership loans

During the normal course of business the Group provides loans to St. James's Place Partners in order to support the development and growth of the St. James's Place Partnership. The St. James's Place Partnership loans are initially recognised at fair value and subsequently held at amortised cost less impairment losses. The recoverability of loans is measured and the asset is deemed impaired if the projected future margins are less than the carrying value of the asset. The allowance for impairment losses on St. James's Place Partnership loans is management's best estimate of losses incurred in the portfolio at the statement of financial position date.

Measurement of prepaid operational readiness costs

Included within prepayments are operational readiness costs relating to the new administration service agreement which are initially recognised at the amounts advanced. The prepayment is expensed in line with the provision of services under the service agreement. At each statement of financial position date, the value of the prepayment is assessed for impairment recognised against the present value of the estimated future contract benefits. In determining the present value of the estimated future contract benefits, the critical judgements are the levels of future business that will be serviced, the anticipated future service tariffs, terminations fees payable and receivable under the contract and the rate used to discount amounts to present value.

-54-

Determining the fair value of share-based payments

In determining the fair value of share-based payments and the related charge to the statement of comprehensive income, the Group makes assumptions about the future events and market conditions. In particular, judgement must be formed as to the likely number of share awards that will vest, and the fair value of each award granted.

4. SEGMENT REPORTING

IFRS 8 Operating Segments requires operating segments to be identified, on the basis of internal reports about components of the Group that are regularly reviewed by the Board, in order to allocate resources to each segment and assess its performance.

The composition of the segments has changed and comparatives have been restated on the new basis. The Group's only reportable segment under IFRS 8 is a "wealth management" business - which is a vertically-integrated business providing support to our clients through the provision of financial advice and assistance through our Partner network, and financial solutions including (but not limited to) wealth management products manufactured in the Group, such as insurance bonds, pensions, unit trust and ISA investments, and a DFM service.

Separate geographical segmental information is not presented since the Group does not segment its business geographically. Most of its customers are based in the United Kingdom, as is management of the assets. In particular, the operation based in south-east Asia is not yet sufficiently material for separate consideration.

Segment Revenue

Revenue received from fee and commission income is set out in Note 5 which sets out the different types of revenue received from our wealth management business.

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Segment Profit

Two separate measures of profit are monitored on a monthly basis by the Board. These are the post-tax underlying cash result and pre-tax European Embedded Value ("EEV").

Underlying cash Result

The measure of cash profit monitored on a monthly basis by the Board is the post-tax underlying cash result. This reflects emergence of cash available for paying a dividend during the year. Underlying cash is based on the cashflows within the IFRS results, but with no allowance for intangibles, principally DAC, DIR, PVIF, goodwill and deferred tax. As the cost associated with share options is reflected in changes in shareholder equity, they are also not included in the underlying cash result.

More detail is provided in the Financial Review section of the Annual Report and Accounts.

The cash result should not be confused with the IFRS consolidated statement of cash flows which is prepared in accordance with IAS 7.

 
                                       Year Ended     Year Ended 
                                      31 December    31 December 
                                             2016           2015 
                                    -------------  ------------- 
                                     GBP' Million   GBP' Million 
 
 Underlying cash result after 
  tax                                       199.5          182.1 
 
 Share option expense                      (23.9)         (15.0) 
 IFRS deferred tax adjustments             (21.1)           52.1 
 Insurance reserves                         (1.6)          (1.8) 
 Back office infrastructure                (16.7)         (14.4) 
 Variance                                   (7.7)            3.8 
 DAC/DIR/PVIF                              (16.8)          (4.8) 
 
 IFRS profit after tax                      111.7          202.0 
 Shareholder tax                             28.9         (50.7) 
 
 Profit before tax attributable 
  to shareholders' returns                  140.6          151.3 
 Tax attributable to policyholder 
  returns                                   345.7           22.8 
 
 IFRS profit before tax                     486.3          174.1 
                                    -------------  ------------- 
 

-56-

EEV Operating Profit

EEV operating profit is monitored on a monthly basis by the Board. The components of the EEV operating profit are included in more detail in the Financial Review section of the Annual Report and Accounts.

 
                                         Year Ended     Year Ended 
                                        31 December    31 December 
                                               2016           2015 
                                      -------------  ------------- 
                                        GBP'Million    GBP'Million 
 
 EEV operating profit before 
  tax                                         673.6          660.2 
 
 Investment return variance                   537.2         (24.4) 
 Economic assumption changes                 (12.4)            0.9 
 
 EEV profit before tax                      1,198.4          636.7 
                                      -------------  ------------- 
 
 Adjustments to IFRS basis 
 Deduct: amortisation of acquired 
  value of in-force                           (3.2)          (3.2) 
 Movement in life value of in-force 
  (net of tax)                              (642.7)        (187.6) 
 Movement in unit trust value 
  of in-force (net of tax)                  (257.6)        (176.4) 
 Tax of movement in value of 
  in-force                                  (154.3)        (118.2) 
 
 Profit before tax attributable 
  to shareholders' returns                    140.6          151.3 
 Tax attributable to policyholder 
  returns                                     345.7           22.8 
                                      -------------  ------------- 
 
 IFRS profit before tax                       486.3          174.1 
                                      -------------  ------------- 
 

Segment Assets

Funds under Management ("FUM")

FUM, as reported in Section 1 of the Financial Review on page 13 is the measure of Segment Assets which is monitored on a monthly basis by the Board.

 
                                        31 December    31 December 
                                               2016           2015 
                                      -------------  ------------- 
                                       GBP' Million   GBP' Million 
 
 Investment                                25,500.0       22,520.0 
 Pension                                   28,630.0       20,860.0 
 UT/ISA and DFM                            21,180.0       15,230.0 
                                      -------------  ------------- 
 Total FUM                                 75,310.0       58,610.0 
 
 Exclude client and third party 
  holdings in non-consolidated unit 
  trusts and DFM                          (4,153.9)      (2,497.1) 
 Other                                        283.7          562.8 
 
 Gross assets held to cover unit 
  liabilities                              71,439.8       56,675.7 
 
 IFRS intangible assets (see page 
  23 Adjustment 2) 
  including Goodwill, DAC, PVIF, 
  Reassurance and Deferred Tax                917.7        1,067.0 
 Shareholder gross assets (see 
  page 23)                                  2,664.6        1,534.9 
 
 Total assets                              75,022.1       59,277.6 
                                      -------------  ------------- 
 

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5. FEE AND COMMISSION INCOME

 
                                       Year Ended     Year Ended 
                                      31 December    31 December 
                                             2016           2015 
                                    -------------  ------------- 
                                     GBP' Million   GBP' Million 
 
 Advice charges                             510.7          420.7 
 Third party fee and commission 
  income                                    103.5           97.8 
 Wealth management fees                     590.7          544.2 
 Investment management fees                  52.6          137.5 
 Fund tax deductions                        352.2           27.8 
 Discretionary fund management                5.3              - 
  (DFM) fees 
 
 Fee and commission income before 
  DIR amortisation                        1,615.0        1,228.0 
                                    -------------  ------------- 
 
 Amortisation of DIR                         88.9          105.5 
 
 Total fee and commission income          1,703.9        1,333.5 
                                    -------------  ------------- 
 

6. INVESTMENT RETURN

 
                                         Year Ended     Year Ended 
                                        31 December    31 December 
                                               2016           2015 
                                      -------------  ------------- 
                                       GBP' Million   GBP' Million 
 
 Investment return on net assets 
  held to cover unit liabilities: 
 Rental income                                 72.4           60.4 
 (Loss)/gain on revaluation of 
  investment properties                      (23.4)           74.0 
 Net investment return on financial 
  instruments classified as fair 
  value through profit and loss             7,456.8        1,396.0 
                                            7,505.8        1,530.4 
                                      -------------  ------------- 
 
 Income attributable to third 
  party holdings in unit trusts             2,094.5          216.8 
 
                                            9,600.3        1,747.2 
                                      -------------  ------------- 
 
 Investment return on shareholder 
  assets: 
 Net investment return on financial 
  instruments classified as fair 
  value through profit and loss                22.9            2.7 
 Interest income on financial 
  instruments held at amortised 
  cost                                          6.9            5.9 
 
 Total investment return                    9,630.1        1,755.8 
                                      -------------  ------------- 
 
 

Included in the net investment return on financial instruments classified as fair value through profit and loss within investment return on net assets held to cover unit liabilities is dividend income of GBP756.2 million (2015: GBP586.4 million).

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7. INCOME AND DEFERRED TAXES

Tax for the year

 
                                       Year Ended     Year Ended 
                                      31 December    31 December 
                                             2016           2015 
                                    -------------  ------------- 
 Current tax                         GBP' Million   GBP' Million 
 UK corporation tax 
 - Current year charge                      171.8           86.0 
 - Adjustment in respect of prior 
  year                                      (0.6)            0.7 
 Overseas taxes 
 - Current year charge                        4.2            3.7 
 - Adjustment in respect of prior           (0.1) 
  year                                                         - 
                                            175.3           90.4 
 Deferred tax 
 Unrealised capital gains and 
  losses in unit linked funds               196.3         (50.0) 
 Unrelieved expenses 
 - Additional expenses recognised 
  in the year                              (12.5)         (11.6) 
 - Utilisation in the year                   18.7           19.7 
 Capital losses 
 - Additional losses recognised 
  in the year                               (2.2)         (74.8) 
 - Utilisation in the year                   12.6           12.1 
 - Adjustment in respect of prior 
  year                                        0.1          (1.1) 
 DAC, DIR and PVIF                         (11.6)          (4.4) 
 Other items                                (4.4)          (5.8) 
 Change in tax rate                           1.3          (4.5) 
 Overseas taxes on losses                     0.3            2.1 
 Adjustments in respect of prior 
  periods                                     0.7              - 
                                    -------------  ------------- 
                                            199.3        (118.3) 
 
 Total tax charge/(credit) for 
  the year                                  374.6         (27.9) 
                                    -------------  ------------- 
 
 Attributable to: 
 - policyholders                            345.7           22.8 
 - shareholders                              28.9         (50.7) 
                                                   ------------- 
                                            374.6         (27.9) 
                                    -------------  ------------- 
 

The prior year adjustment in current tax above includes a credit of GBP1.4 million in respect of policyholder tax (2015: GBP1.0 million charge).

Included within the deferred tax on "other items" is a charge of GBP0.2 million (2015: GBP1.8 million credit) relating to share-based payments.

In arriving at the profit before tax attributable to shareholders' return, it is necessary to estimate the analysis of the total tax charge between that payable in respect of policyholders and that payable by shareholders. Shareholder tax is estimated by making an assessment of the effective rate of tax that is applicable to the shareholders on the profits attributable to shareholders. This is calculated by applying the appropriate effective corporate tax rates to the shareholder profits. The remainder of the tax charge represents tax on policyholders' investment returns. This calculation method is consistent with the legislation relating to the calculation of tax on shareholder profits.

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Tax paid in the year

 
                                             Year Ended     Year Ended 
                                            31 December    31 December 
                                                   2016           2015 
                                          -------------  ------------- 
                                           GBP' Million   GBP' Million 
 
 Current tax charge for the year                  175.3           90.4 
 
 Payments to be made in future 
  years in respect of current 
  year                                           (72.6)         (28.7) 
 Payments made in current year 
  in respect of prior years                        30.6           32.3 
 Other                                              0.1          (0.5) 
                                          -------------  ------------- 
 
 Tax paid                                         133.4           93.5 
                                          -------------  ------------- 
 
 Tax paid can be analysed as: 
 - Taxes paid in UK                               129.0           89.3 
 - Taxes paid in overseas jurisdictions             1.9            1.8 
 - Withholding taxes suffered 
  on investment income received                     2.5            2.4 
                                          -------------  ------------- 
 
 Tax paid                                         133.4           93.5 
                                          -------------  ------------- 
 

Movement in net deferred tax balance

 
                                               Year Ended     Year Ended 
                                              31 December    31 December 
                                                     2016           2015 
                                            -------------  ------------- 
                                             GBP' Million   GBP' Million 
 
 Deferred tax asset                                 225.9          192.8 
 Deferred tax liability                           (434.6)        (519.8) 
 Net deferred tax balance at 
  1 January                                       (208.7)        (327.0) 
 
 (Charge)/credit through the 
  consolidated statement of comprehensive 
  income                                          (199.3)          118.3 
 Arising on acquisitions during 
  the year                                          (6.9)              - 
 
 Deferred tax asset                                 199.9          225.9 
 Deferred tax liability                           (614.8)        (434.6) 
                                            -------------  ------------- 
 Balance at 31 December                           (414.9)        (208.7) 
                                            -------------  ------------- 
 

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Reconciliation of tax charge to expected tax

 
                                         Year Ended               Year Ended 
                                        31 December              31 December 
                                               2016                     2015 
                                      -------------            ------------- 
                                       GBP' Million             GBP' Million 
 
 Profit before tax                            486.3                    174.1 
 Tax attributable to policyholders' 
  returns*                                  (345.7)                   (22.8) 
                                      -------------            ------------- 
 Profit before tax attributable 
  to shareholders' return                     140.6                    151.3 
 
 Shareholder tax charge at 
  corporate tax rate of 20% 
  (2015: 20.25%)                               28.1       20%           30.6    20.25% 
 Adjustments: 
 Tax regime differences 
 Lower rates of corporation 
  tax in overseas subsidiaries                (0.9)    (0.6%)          (1.4)    (0.9%) 
 
 Expected shareholder tax                      27.2     19.3%           29.2     19.3% 
 
 Other 
 Non-taxable income                           (1.0)                        - 
 Recognition and usage of 
  capital losses arising in 
  the Group                                   (2.2)                   (74.8) 
 Adjustment in respect of 
  prior year                                  (0.1)                    (1.5) 
 Differences in accounting 
  and tax bases in relation 
  to employee share schemes                     0.7                    (5.4) 
 Disallowable expenses                          1.2                      3.0 
 Tax losses not recognised 
  or past losses now recognised                 2.0                      1.8 
 Other                                        (0.2)                      1.5 
                                      -------------            ------------- 
                                                0.4    (0.3%)         (75.4)   (49.8%) 
                                      -------------            ------------- 
 
 Change in tax rate                             1.3                    (4.5) 
 
 Shareholder tax charge/(credit)               28.9   (20.6%)         (50.7)   (33.5%) 
 
 Policyholder tax charge                      345.7                     22.8 
 
 Total tax charge/(credit) 
  for the year                                374.6                   (27.9) 
                                      -------------            ------------- 
 

*Tax attributable to policyholder returns is equal to the policyholder tax charge and reflects fund tax deductions offset by policyholder tax effects on intangibles.

Tax calculated on profit before tax at 20% (2015: 20.25%) would amount to GBP97.3 million (2015: GBP35.3 million). The difference of GBP277.3 million (2015: GBP(63.2) million) between this number and the total tax of GBP374.6 million (2015: GBP(27.9) million) is made up of the reconciling items above which total GBP0.8 million (2015: GBP(81.3) million) and the effect of the apportionment methodology on tax applicable to policyholder returns of GBP276.5 million (2015: GBP18.1 million).

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Deferred Tax Assets

 
                                    Expected    31 December   31 December 
                                 utilisation           2016          2015 
                                              -------------  ------------ 
                                       Years   GBP' Million          GBP' 
                                                                  Million 
 
 Unrelieved expenses (life 
  insurance business)                      6           50.9          57.1 
 Deferred income (DIR)                    14           39.7          45.2 
 Capital losses (available 
  for future relief)                      10           99.0         113.1 
 Employee share scheme costs               3            5.5           5.8 
 Future capital allowances                 6            4.1           3.0 
 Other                                                  0.7           1.7 
                                              -------------  ------------ 
 
 Total deferred tax assets                            199.9         225.9 
                                              -------------  ------------ 
 
 

Appropriate investment income, gains or profits are expected to arise against which the tax assets can be utilised. Whilst the actual rates of utilisation will depend on business growth and external factors, particularly investment market conditions, they have been tested for sensitivity to experience and are resilient to a range of reasonably foreseeable scenarios.

At the reporting date there were unrecognised deferred tax assets of GBP4.1 million (2015: GBP1.4 million) in respect of losses in companies where appropriate profits are not considered probable in the forecast period. These losses primarily relate to our Asia based businesses and can be carried forward indefinitely.

Deferred Tax Liabilities

 
                                        Expected    31 December    31 December 
                                     utilisation           2016           2015 
                                                  -------------  ------------- 
                                           Years   GBP' Million   GBP' Million 
 
 Unrealised capital gains 
  (and losses) on life insurance 
  (BLAGAB) assets backing 
  unit liabilities                             6          501.1          304.8 
 
 Deferred acquisition costs 
  (DAC)                                       14           97.8          117.8 
 Acquired value of in-force 
  business (PVIF)                             10            5.4            6.2 
 Renewal income assets                        20            8.6            3.5 
 Other                                                      1.9            2.3 
                                                  -------------  ------------- 
 
 Total deferred tax liabilities                           614.8          434.6 
                                                  -------------  ------------- 
 
 

Future Tax Rate Changes

Future tax rate changes, including the further reduction in the corporation tax rate from 18% to 17% effective from 1 April 2020 which was enacted in the Finance Act 2016, have been incorporated into the deferred tax balances.

Other Tax Matters

We have considered the OECD Base Erosion and Profit Shifting ("BEPS") actions relevant to the St. James's Place Group and believe that they will not have a material impact on the financial results of the Group. We have developed our processes and procedures to enable completion of any required reporting by the relevant deadlines.

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8. GOODWILL, INTANGIBLE ASSETS, DEFERRED ACQUISITION COSTS AND DEFERRED INCOME

 
                                                   Computer 
                                   Acquired        software 
                                      value         & other 
                                         of        specific 
                                   in-force        software 
                       Goodwill    business    developments        DAC          DIR 
                      ---------  ----------  --------------  ---------  ----------- 
                           GBP'        GBP'            GBP'       GBP'         GBP' 
                        Million     Million         Million    Million      Million 
 
 Cost 
 
 At 1 January 
  2015                     10.1        73.4            13.6    1,579.1    (1,149.2) 
 Additions                    -           -               -       32.1       (55.8) 
                      ---------  ----------  --------------  ---------  ----------- 
 At 31 December 
  2015                     10.1        73.4            13.6    1,611.2    (1,205.0) 
 
 At 1 January 
  2016                     10.1        73.4            13.6    1,611.2    (1,205.0) 
 Additions                  3.7           -             2.1       38.6       (56.0) 
 Addition due 
  to reassessment 
  of unit liability           -           -               -          -      (267.0) 
 At 31 December 
  2016                     13.8        73.4            15.7    1,649.8    (1,528.0) 
 
 Accumulated amortisation 
 
 At 1 January 
  2015                        -        36.6             5.9      766.1      (686.0) 
 Charge for 
  the year                    -         3.2             3.4      100.1      (105.5) 
                      ---------  ----------  --------------  ---------  ----------- 
 At 31 December 
  2015                        -        39.8             9.3      866.2      (791.5) 
 
 At 1 January 
  2016                        -        39.8             9.3      866.2      (791.5) 
 Charge for 
  the year                    -         3.2             3.4       98.8       (88.9) 
                      ---------  ----------  --------------  ---------  ----------- 
 At 31 December 
  2016                        -        43.0            12.7      965.0      (880.4) 
 
 Carrying value 
 At 31 December 
  2015                     10.1        33.6             4.3      745.0      (413.5) 
                      ---------  ----------  --------------  ---------  ----------- 
 
 At 31 December 
  2016                     13.8        30.4             3.0      684.8      (647.6) 
                      ---------  ----------  --------------  ---------  ----------- 
 
 Current                      -         3.2             0.9       98.7      (134.5) 
 Non-current               13.8        27.2             2.1      586.1      (513.1) 
                      ---------  ----------  --------------  ---------  ----------- 
                           13.8        30.4             3.0      684.8      (647.6) 
                      ---------  ----------  --------------  ---------  ----------- 
 
 Outstanding amortisation 
  period 
 At 31 December                                                                6-14 
  2015                      n/a    10 years         4 years   14 years        years 
                      ---------  ----------  --------------  ---------  ----------- 
 
 At 31 December                                                                6-14 
  2016                      n/a     9 years         4 years   14 years        years 
                      ---------  ----------  --------------  ---------  ----------- 
 
 

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Goodwill

The carrying value of goodwill split by acquisition is as follows:

 
                                  31 December    31 December 
                                         2016           2015 
                                -------------  ------------- 
                                 GBP' Million   GBP' Million 
 
 SJP Asia companies                      10.1           10.1 
 Technical Connection Limited             3.7              - 
 
 Balance at 31 December                  13.8           10.1 
                                -------------  ------------- 
 
 

Goodwill is reviewed at least annually for impairment or when circumstances or events indicate there may be uncertainty over this value. The recoverable amount has been based on value in use calculations using pre-tax cash flows. Details of the assumptions made in these calculations are provided below:

 
 Key assumptions based    Value of new business 
  on experience: 
 Projection period:       5 years of detailed forecasts 
                           extrapolated into perpetuity 
                           using a long term growth rate 
 Long term growth 
  rate:                   1.4% 
 Pre-tax discount 
  rate:                   3.0% 
 

It is considered that any reasonably possible levels of change in the key assumptions would not result in impairment of the goodwill.

Acquired value of in-force business/DAC/Computer software

Amortisation is charged to expenses in the statement of comprehensive income. Amortisation profiles are reassessed annually.

DIR

Amortisation is credited within fee and commission income in the statement of comprehensive income. Amortisation profiles are reassessed annually.

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9. INVESTMENTS, INVESTMENT PROPERTY AND CASH

Net assets held to cover unit liabilities

Included within the statement of financial position are the following assets and liabilities comprising the net assets held to cover unit liabilities.

 
                                         31 December    31 December 
                                                2016           2015 
                                       -------------  ------------- 
                                        GBP' Million   GBP' Million 
 Assets 
 Investment property                         1,462.4        1,344.9 
 Equities                                   46,598.7       37,960.8 
 Fixed income securities                    12,397.8        8,850.9 
 Investment in Collective Investment 
  Schemes                                    2,997.4        2,736.9 
 Derivative financial instruments 
 - Currency forwards                            86.5           33.8 
 - Interest rate swaps                          40.0           13.5 
 - Collaterised mortgage obligations           510.2          238.7 
 - Index options                                17.7           20.3 
 - Contracts for differences                     8.2           10.7 
 - Equity rate swaps                            26.2           16.1 
 - Foreign currency options                     18.7           22.8 
 - Total return swaps                           18.7            6.6 
 - Other derivatives                             2.9            1.6 
 Cash and cash equivalents                   7,067.2        5,091.6 
 Other receivables                             187.2          603.9 
 Total assets                               71,439.8       56,953.1 
                                       -------------  ------------- 
 
 Liabilities 
 Derivative financial instruments 
 - Currency forwards                           176.4          168.6 
 - Interest rate swaps                          38.3            5.9 
 - Fixed Income options                            -            6.1 
 - Index options                                 5.9            3.6 
 - Contracts for differences                     2.9            4.3 
 - Equity rate swaps                            30.2            5.8 
 - Foreign currency options                     10.1           19.6 
 - Total return swaps                            8.1            0.2 
 - Other derivatives                            10.0            7.0 
 Other payables                                383.5          585.2 
 Total liabilities                             665.4          806.3 
                                       -------------  ------------- 
 
 Net assets held to cover linked 
  liabilities                               70,774.4       56,146.8 
                                       -------------  ------------- 
 
 Investment contract benefits               53,307.1       43,159.8 
 Net asset value attributable 
  to unit holders                           17,032.0       12,556.4 
 Unit linked insurance contract 
  liabilities                                  435.3          376.5 
 Consolidation adjustments                         -           54.1 
 
 Net unit linked liabilities                70,774.4       56,146.8 
                                       -------------  ------------- 
 
 

Net assets held to cover linked liabilities, and third party holdings in unit trusts, are considered to have a maturity of up to one year since they are actively traded and managed to facilitate immediate settlement.

-65-

Investment Property

 
                             31 December    31 December 
                                    2016           2015 
                           -------------  ------------- 
                            GBP' Million   GBP' Million 
 
 Balance at 1 January            1,344.9        1,031.4 
 Additions                         131.6          247.9 
 Capitalised expenditure 
  on existing properties             9.3            5.9 
 Disposals                             -         (14.3) 
 Changes in fair value            (23.4)           74.0 
                           -------------  ------------- 
 
 Balance at 31 December          1,462.4        1,344.9 
                           -------------  ------------- 
 

Investment property is held within unit linked funds and is considered current.

Investment property is valued monthly by external chartered surveyors in accordance with the guidance issued by The Royal Institution of Chartered Surveyors. The investment property valuation has been prepared using the "market approach" valuation technique - using prices and other relevant information generated by market transactions involving identical or comparable (i.e. similar) assets.

The rental income and direct operating expenses recognised in the statement of comprehensive income in respect of investment properties are set out below. All expenses relate to property generating rental income.

 
                                Year Ended     Year Ended 
                               31 December    31 December 
                                      2016           2015 
                             -------------  ------------- 
                              GBP' Million   GBP' Million 
 
 Rental income                        72.4           60.4 
 Direct operating expenses             6.3            5.8 
 

At the year-end contractual obligations to purchase, construct or develop investment property amounted to GBP4.5 million (2015: GBP9.0 million) and to dispose of investment property amounted to GBPnil (2015: GBPnil).

Cash and cash equivalents

 
                                     31 December             31 December 
                                            2016                    2015 
                                   -------------  ---------------------- 
                                    GBP' Million            GBP' Million 
 
 Cash at bank                              341.1                   233.5 
 Cash held by third parties                  4.8                       - 
                                   -------------  ---------------------- 
 Cash and cash equivalents not 
  held to cover unit liabilities           345.9                   233.5 
 
 Balances held to cover unit 
  liabilities                            7,067.2                 5,091.6 
 
 Total cash and cash equivalents         7,413.1                 5,325.1 
                                   -------------  ---------------------- 
 

All cash and cash equivalents are considered current.

-66-

10. BORROWINGS AND FINANCIAL COMMITMENTS

Borrowings

 
                      31 December    31 December 
                             2016           2015 
                    -------------  ------------- 
                     GBP' Million   GBP' Million 
 
 Bank borrowings            231.3          132.0 
 Loan notes                  50.1           49.8 
                    -------------  ------------- 
 
 Total borrowings           281.4          181.8 
                    -------------  ------------- 
 
 Current                      1.3            1.0 
 Non-current                280.1          180.8 
                    -------------  ------------- 
                            281.4          181.8 
                    -------------  ------------- 
 

In the prior year a GBP250 million revolving credit facility (repayable over five years with a variable interest rate) was entered into with a group of UK banks. The Group initially drew down GBP125 million under the fully-committed facility, with an additional GBP100 million being drawn in the current year.

In addition, during the prior year, the Group entered into a US Dollar $160 million private shelf facility. The Group authorised the issue of GBP50 million of loan notes during the prior year in relation to the aforementioned facility. The notes were issued in Sterling, eliminating any Group currency risk. The notes are repayable over ten years with a variable interest rate.

The Group also guarantees loans provided by third parties to Partners. In the event of default of any individual Partner loan, the Group guarantees to repay the full amount of the loan, with the exception of Metro Bank plc, where 50% of the loan is guaranteed. These loans are secured against the future renewal income streams of the Partner. The value of the loans guaranteed is as follows:

 
                             Loans Drawn                    Facility 
                    ----------------------------  ---------------------------- 
                      31 December    31 December    31 December    31 December 
                             2016           2015           2016           2015 
                    -------------  -------------  -------------  ------------- 
                     GBP' Million   GBP' Million   GBP' Million   GBP' Million 
 
 Bank of Scotland            54.0           77.2           80.0           90.0 
 Metro Bank plc              35.6           44.8           95.0           50.0 
 Santander plc               47.2           19.4           50.0           25.0 
                    -------------  -------------  -------------  ------------- 
 Total loans                136.8          141.4          225.0          165.0 
                    -------------  -------------  -------------  ------------- 
 

The fair value of the outstanding borrowings and guarantees is not materially different from amortised cost.

Interest expense on borrowings is recognised within expenses in the statement of comprehensive income.

-67-

Financial Commitments

The Group has commitments under non-cancellable operating leases in connection with the rental of office buildings and office equipment with varying lease end dates ranging from 2017 to 2041. The following table represents the future minimum lease payments under non-cancellable operating leases:

 
                                 31 December    31 December 
                                        2016           2015 
                               -------------  ------------- 
                                GBP' Million   GBP' Million 
 
 Not later than one year                15.6           14.9 
 Later than one year and not 
  later than five years                 53.8           50.1 
 Later than five years                  65.0           67.4 
                               -------------  ------------- 
 Total financial commitments           134.4          132.4 
                               -------------  ------------- 
 

As at 31 December 2016, there was GBP0.2 million (2015: GBP0.1 million) of future minimum sublease payments expected to be received under non-cancellable sub-leases.

11. CAPITAL MANAGEMENT AND ALLOCATION

It is the Group's policy to maintain a strong capital base in order to:

   --          Protect clients' interests; 
   --          Meet regulatory requirements; 
   --          Protect creditors' interests; and 
   --          Create shareholder value through support for business development. 

Within the Group, each subsidiary manages its own capital in the context of a Group capital plan. Any capital in excess of planned requirements is returned to the Group's parent, St. James's Place plc, normally by way of dividends. The Group capital position is monitored by the Finance Executive Committee on behalf of the St. James's Place plc Board.

The Group's policy is for each subsidiary to hold the higher of:

-- The capital required by any relevant supervisory body uplifted by a specified margin to absorb changes; or

   --          The capital required based on the Company's internal assessment. 

For our insurance companies, we hold capital based on our own internal assessment, albeit recognising the regulatory requirement. For other regulated companies we generally hold capital based on the regulatory requirement uplifted by a specified margin.

-68-

The following entities are subject to regulatory supervision and have to maintain a minimum level of regulatory capital:

 
 Entity                            Regulatory Body and Jurisdiction 
 St. James's Place UK              PRA and FCA: Long-term insurance 
  plc                               business 
 St. James's Place International   Central Bank of Ireland: 
  plc                               Life insurance business 
 St. James's Place Unit            FCA: UCITS Management Company 
  Trust Group Limited 
 St. James's Place Investment      FCA: Investment Firm 
  Administration 
  Limited 
 St. James's Place Wealth          FCA: Securities and Futures 
  Management (PCIS)                 Firm 
  Limited 
 St. James's Place Wealth          FCA: Personal Investment 
  Management plc                    Firm 
 BFS Financial Services            FCA: Personal Investment 
  Limited                           Firm 
 LP Financial Management           FCA: Personal Investment 
  Limited                           Firm 
 St. James's Place (Hong           Securities and Futures Commission 
  Kong) Limited                     (Hong Kong): 
                                    A Member of The Hong Kong 
                                    Confederation of 
                                    Insurance Brokers 
 St. James's Place (Singapore)     Monetary Authority Singapore: 
  Private Limited                   A Member of the 
                                    Association of Financial 
                                    Advisers 
 Rowan Dartington & Co             FCA: Investment Firm 
  Limited 
 

In addition, the St. James's Place Group is regulated as an Insurance Group under Solvency II, with the PRA as the lead regulator.

As an insurance group, St. James's Place is subject to the Solvency II regulations, which were implemented on

1 January 2016. More information about the impact of the implementation of Solvency II is included in the Financial Review on page 30 and in the separate Solvency and Financial Condition Report document. The overall capital position for the Group at 31 December 2016, assessed on the Standard Formula basis, is presented in the following table:

 
 31 December 2016                                Group 
                                           GBP'Million 
 
 IFRS total assets                            75,022.1 
 Less Solvency II valuation adjustments 
  and unit linked liabilities               (73,952.1) 
                                          ------------ 
 Solvency II net assets                        1,070.0 
 
 Management Solvency Buffer (MSB)                527.0 
 Excess of free assets over MSB                  543.0 
 
 Solvency II VIF                               2,707.9 
 Risk margin                                   (779.2) 
 Standard formula SCR (A)                    (2,046.5) 
                                          ------------ 
 Sub-total                                     (117.8) 
 
 Solvency II Free Assets (B)                     952.2 
                                          ------------ 
 
 Solvency II ratio ((A +B)/A)                     147% 
 

An overall internal capital assessment is required for insurance groups. This is known as an ORSA (Own Risk and Solvency Assessment) and is described in more detail in the section on Risk and Risk Management on page 36.

-69-

The capital requirement and the associated solvency of the Group are assessed and monitored by the Finance Executive Committee, a Committee of the St. James's Place plc Board. The regulatory requirements for the remaining companies within the Group are assessed and monitored by the relevant subsidiary boards.

Although there has been a significant change in the approach to assessing "required capital" during the year (as a result of Solvency II), there has been no material change in the level of capital required, or in the Group's management of capital. All regulated entities exceeded the minimum solvency requirements at the reporting date and during the year.

Capital composition

The principal forms of capital are included in the following balances on the consolidated statement of financial position:

 
                               31 December    31 December 
                                      2016           2015 
                             -------------  ------------- 
                              GBP' Million   GBP' Million 
 
 Share capital                        79.1           78.7 
 Share premium                       164.5          158.3 
 Shares in trust reserve            (20.9)         (18.5) 
 Miscellaneous reserves                2.5            2.3 
 Retained earnings                   851.2          874.6 
                             -------------  ------------- 
 Shareholders' equity              1,076.4        1,095.4 
 Non-controlling interests           (0.8)          (0.3) 
 
 Total equity                      1,075.6        1,095.1 
                             -------------  ------------- 
 

The above assets do not all qualify as regulatory capital. The required minimum regulatory capital and analysis of the assets that qualify as regulatory capital are outlined in Section 4 of the Financial Review on page 23, which demonstrates that the Group has met its internal capital objectives. The Group and its individually regulated operations have complied with all externally and internally imposed capital requirements throughout the year.

12. SHARE CAPITAL, EARNINGS PER SHARE AND DIVIDS

Share Capital

 
                               Number of 
                                Ordinary     Share Capital 
                                  Shares 
                            ------------  ---------------- 
                                              GBP' Million 
 
 At 1 January 2015           519,447,391              77.9 
 
 - Issue of share capital        206,366                 - 
 - Exercise of options         5,011,455               0.8 
                            ------------  ---------------- 
 
 At 31 December 2015         524,665,212              78.7 
 
 - Issue of share capital        108,819                 - 
 - Exercise of options         2,708,317               0.4 
                            ------------  ---------------- 
 
 At 31 December 2016         527,482,348              79.1 
                            ------------  ---------------- 
 

The total authorised number of ordinary shares is 605 million (2015: 605 million), with a par value of 15 pence per share (2015: 15 pence per share). All issued shares are fully paid.

Included in the issued share capital are 3,954,525 (2015: 3,605,740) shares held in the Shares in Trust Reserve with a nominal value of GBP0.6 million (2015: GBP0.5 million). The shares are held by the SJPC Employee Share Trust and the St. James's Place 2010 SIP Trust to satisfy certain share based payment schemes. The trustees of the SJPC Employee Share Trust retain the right to dividends on the shares held by the Trust but have chosen to waive their entitlement to the dividends on 1,330,156 shares during 2016 and 1,727,510 shares during 2015. No dividends have been waived on shares held in the St. James's Place 2010 SIP Trust in 2016 or 2015.

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Earnings per share

 
                                          Year Ended     Year Ended 
                                         31 December    31 December 
                                                2016           2015 
                                       -------------  ------------- 
                                        GBP' Million   GBP' Million 
 Earnings 
 Profit after tax attributable 
  to equity shareholders (for 
  both basic and diluted EPS)                  112.2          202.0 
                                       -------------  ------------- 
 
 Weighted average number of shares           Million        Million 
 Weighted average number of ordinary 
  shares in issue (for basic EPS)              522.6          519.1 
 Adjustments for outstanding 
  share options                                  3.3            5.2 
                                       -------------  ------------- 
 Weighted average number of ordinary 
  shares (for diluted EPS)                     525.9          524.3 
                                       -------------  ------------- 
 
                                               Pence          Pence 
 Earnings per share (EPS) 
 Basic earnings per share                       21.5           38.9 
 
 Diluted earnings per share                     21.3           38.5 
 
 

Dividends

The following dividends have been paid by the Group:

 
                          Year Ended     Year Ended     Year Ended     Year Ended 
                         31 December    31 December    31 December    31 December 
                                2016           2015           2016           2015 
                       -------------  -------------  -------------  ------------- 
                               Pence          Pence   GBP' Million   GBP' Million 
                                 per            per 
                               Share          Share 
 
 Final dividend 
  in respect of 
  previous financial 
  year                         17.24          14.37           90.4           74.8 
 Interim dividend 
  in respect of 
  current financial 
  year                         12.33          10.72           64.8           56.0 
                       -------------  -------------  -------------  ------------- 
 
 Total dividends               29.57          25.09          155.2          130.8 
                       -------------  -------------  -------------  ------------- 
 

The Directors have recommended a final dividend of 20.67 pence per share (2015: 17.24 pence). This amounts to GBP109 million (2015: GBP90.4 million) and will, subject to shareholder approval at the Annual General Meeting, be paid on 12 May 2017 to those shareholders on the register as at 7 April 2017.

-71-

13. BUSINESS COMBINATIONS AND DISPOSALS

Business combinations

During the year the Group acquired the following subsidiaries in line with the Group's strategic objective of broadening the business model, expanding the client proposition and growing the Partnership:

 
 Subsidiary undertaking       Principal activity   % Shareholding        Date of 
                                                                     acquisition 
 
 Rowan Dartington 
  Group 
 Rowan Dartington                Holding Company             100%     08/03/2016 
  Holdings Limited 
 Rowan Dartington                Stockbroker and             100%     08/03/2016 
  & Co Limited                Investment Manager 
 Stafford House            Independent Financial             100%     08/03/2016 
  Investments Limited                    Adviser 
 Ardan International         Investment Platform            92.5%     08/03/2016 
  Limited 
 Dartington Portfolio                Non-trading             100%     08/03/2016 
  Nominees Limited 
 Rowan Dartington                    Non-trading             100%     08/03/2016 
  Trustees Limited 
 RD Portfolio Nominees               Non-trading             100%     08/03/2016 
  Limited 
 Colston Portfolio                   Non-trading             100%     08/03/2016 
  Nominees Limited 
 Cabot Portfolio                     Non-trading             100%     08/03/2016 
  Nominees Limited 
 Ardan Nominees                      Non-trading             100%     08/03/2016 
  Limited 
 
 Others 
 Technical Connection           Tax and Advisory             100%     18/04/2016 
  Limited                               Services 
 Now Financial Solutions   Independent Financial             100%     29/04/2016 
  Limited*                               Adviser 
 

*Post acquisition, Now Financial Solutions Limited changed its name to Hale Financial Solutions Limited.

Acquisition-related costs of GBP0.2 million have been charged to administration expenses in the consolidated income statement for the year ended 31 December 2016.

Rowan Dartington Group

The Rowan Dartington Group acquisition contributed GBP9.8 million to revenue and a GBP3.9 million loss before income tax for the period between the acquisition date and the statement of financial position date. Had the above acquisitions been consolidated from 1 January 2016, they would have contributed GBP11.4 million to revenue and a GBP4.3 million loss before income tax to the consolidated statement of comprehensive income for the period.

The net assets, fair value adjustments and consideration for these acquisitions are summarised below (all values shown as at their acquisition dates):

 
                                     Book          Fair         Total 
                                    value         value 
                                             adjustment 
                             ------------  ------------  ------------ 
                              GBP'Million   GBP'Million   GBP'Million 
 
 Financial assets                     7.8          39.1          46.9 
 Cash and cash equivalents            1.2             -           1.2 
 Financial liabilities              (7.6)         (6.6)        (14.2) 
 
Total                                 1.4          32.5          33.9 
 
 Consideration 
 Cash consideration                                              19.9 
 Deferred consideration                                           7.2 
 Contingent consideration                                         6.8 
Total consideration                                              33.9 
 
 

It is expected that the contingent consideration will be paid in full with no changes to the amount initially recognised; however, should the target number of Investment Executives not be met, the contingent consideration will decrease on a pro-rata basis down to a value of GBPnil. Of the remaining balance to be settled at acquisition, a further GBP2.4 million was settled on 6 September 2016 and the Group expects that GBP2.4 million will be settled by 9 March 2017, GBP5.7 million by 6 September 2017 and GBP3.5 million by 8 March 2019.

-72-

Other acquisitions

The net assets, fair value adjustments and consideration for these acquisition is summarised below (all values shown as at their acquisition dates):

 
                                     Book          Fair         Total 
                                    value         value 
                                             adjustment 
                             ------------  ------------  ------------ 
                              GBP'Million   GBP'Million   GBP'Million 
 
 Financial assets                     0.3           2.2           2.5 
 Cash and cash equivalents            0.9             -           0.9 
 Financial liabilities              (0.5)         (0.4)         (0.9) 
 
Total                                 0.7           1.8           2.5 
 
 Consideration 
 Cash consideration                                               3.8 
 Deferred consideration                                           0.3 
 Contingent consideration                                         2.1 
Total consideration                                               6.2 
 
Goodwill                                                          3.7 
 

Goodwill comprises the value placed on the experience and expertise of the Technical Connection Limited management team within the tax and advisory sector.

Of the GBP2.1 million contingent consideration, GBP1.2 million is in relation to the acquisition of Technical Connection Limited. It is expected that the GBP1.2 million contingent consideration will be paid in full with no changes to the amount initially recognised; however, should the target number of consultancy hours provided to SJP Partners and the level of Techlink subscriptions not be met, the contingent consideration will decrease on a pro-rata basis down to a value of GBPnil.

The remaining GBP0.9 million contingent consideration is in relation to the acquisition of Now Financial Solutions Limited (now Hale Financial Solutions Limited) and is payable if certain performance targets are met, being based on the individual Partner performance. It is expected that the GBP0.9 million contingent consideration will be paid in full with no changes to the amount initially recognised; however, should the performance targets not be met, the contingent consideration will decrease on a pro-rata basis down to a value of GBPnil.

Of the total remaining balance to be settled, the Group expects that GBP0.4 million will be settled by 29 April 2017, GBP0.8 million will be settled by 18 April 2018, GBP0.4 million will be settled by 29 April 2018 and GBP0.8 million will be settled by 18 April 2019.

Disposals

During the year the Group sold 100% of its investments in the following subsidiaries in line with the Group's objective to simplify the Group structure and remove non-core operations:

 
Subsidiary undertaking       Principal activity   Date of disposal     Net assets on date of          Profit/(loss) on 
                                                                                    disposal                  disposal 
                                                                                 GBP'Million               GBP'Million 
 
Ardan International         Investment Platform         30/12/2016                       4.0                       nil 
Limited 
Ardan Nominees Limited              Non-trading         30/12/2016                         -                       nil 
St. James's Place Trust 
 Company Jersey Limited        Trustee Services         21/06/2016                       0.1                     (0.1) 
 

-73-

In line with IFRS 3 no gain or loss arose on the sale of Ardan International Limited and its subsidiary as it was sold within the 12 month adjustment period following acquisition resulting in a fair value adjustment being processed in the business combination note resulting in the reduction of goodwill.

14. RELATED PARTY TRANSACTIONS

Transactions with St. James's Place unit trusts

In respect of the non-consolidated St. James's Place managed unit trusts that are held as investments in the St. James's Place life and pension funds, there was a charge recognised of GBP0.3 million (2015: GBP10.1 million income) and the total value of transactions with those non-consolidated unit trusts was GBP53.0 million (2015: GBP43.0 million). Net management fees receivable from these unit trusts amounted to GBP17 million (2015: GBP22.3 million). The value of the investment into the non-consolidated unit trusts at 31 December 2016 was GBP198.6 million (2015: GBP176.5 million).

Transactions with key management personnel

Key management personnel have been defined as the Board of Directors and members of the Executive Board Committee.

The remuneration paid to key management personnel is as follows:

 
                                   Year Ended     Year Ended 
                                  31 December    31 December 
                                         2016           2015 
                                -------------  ------------- 
                                 GBP' Million   GBP' Million 
 
 Short-term employee benefits             3.5            3.2 
 Post-employment benefits                 0.4            0.4 
 Other long term benefits                 1.9            1.6 
 Share-based payment                      1.9            1.6 
 
                                          7.7            6.8 
                                -------------  ------------- 
 

The charge to the statement of comprehensive income in respect of the share-based payment awards made to the key management personnel of St. James's Place was GBP3.4 million (2015: GBP3.7 million).

The total value of St. James's Place funds under management held by related parties of the Group as at 31 December 2016 was GBP26.5 million (2015: GBP20.4 million). The total value of St. James's Place plc dividends paid to related parties of the Group during the year was GBP1.4 million (2015: GBP1.3 million).

15. NON STATUTORY ACCOUNTS

The financial information set out above does not constitute the Company's statutory accounts for the years ended 31 December 2016 or 2015, but is derived from those accounts. Statutory accounts for 2015 have been delivered to the registrar of companies, and those for 2016 will be delivered in due course. The auditors have reported on those accounts; their report was (i) unqualified, (ii) did not include a reference to any matters to which the auditors drew attention by way of emphasis without qualifying their report and (iii) did not contain a statement under section 498 of the Companies Act 2006.

16. ANNUAL REPORT

The Company's annual report and accounts for the year ended 31 December 2016 is expected to be posted to shareholders by 31 March 2017. Copies of both this announcement and the annual report and accounts will be available to the public at the Company's registered office at St. James's Place House, 1 Tetbury Road, Cirencester GL7 1FP and through the Company's website at www.sjp.co.uk.

-74-

RESPONSIBILITY STATEMENT OF THE DIRECTORS IN RESPECT

OF THE ANNUAL FINANCIAL REPORT

The Directors confirm to the best of their knowledge that:

-- The financial statements have been prepared in accordance with International Reporting Financial Standards as adopted by the EU and give a true and fair view of the assets, liabilities, financial position and profit for the Company and the undertakings included in the consolidation as a whole; and

-- Pursuant to Disclosure and Transparency Rules Chapter 4, the Directors' report of the Company's annual report and accounts includes 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 faced by the business.

On behalf of the Board

   David Bellamy                                                  Andrew Croft 
   Chief Executive                                                 Chief Financial Officer 

27 February 2017

Neither the contents of the Company's website nor the contents of any website accessible from hyperlinks on this announcement (or any other website) is incorporated into, or forms part of, this announcement.

This information is provided by RNS

The company news service from the London Stock Exchange

END

FR UBVWRBWAUUAR

(END) Dow Jones Newswires

February 28, 2017 02:01 ET (07:01 GMT)

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