Tullett Prebon PLC Half Yearly Report -4-

  arising on acquisition                                           (0.7)        (0.7) 
 Loss on disposal of subsidiary                                    (0.3)        (0.3) 
 
 Operating profit                                60.6               58.2        118.8 
 Net finance expense                            (7.7)                           (7.7) 
                                        -------------  -----------------  ----------- 
 Profit before tax                               52.9               58.2        111.1 
 
 Tax                                           (10.8)             (12.9)       (23.7) 
 Associates                                       1.2                             1.2 
 Minorities                                     (0.3)                           (0.3) 
                                        -------------  -----------------  ----------- 
 Earnings                                        43.0               45.3         88.3 
                                        =============  =================  =========== 
 
 Average number of shares                      243.6m                          243.6m 
 Basic EPS                                      17.7p                           36.2p 
 
 
 H1 2014 
-------------------------------------------------------------------------------------- 
                                                            Exceptional 
   Income Statement                                     and acquisition 
   GBPm                                   Underlying            related     Reported 
                                                                  items 
 
 Revenue                                       360.3                           360.3 
                                       -------------  -----------------  ----------- 
 
 Operating profit                               50.3                            50.3 
 Charge relating to major legal 
  actions                                                         (4.4)        (4.4) 
 Charge relating to cost improvement 
  programme                                                      (28.6)       (28.6) 
 Acquisition costs                                                (1.3)        (1.3) 
 
 Operating profit                               50.3             (34.3)         16.0 
 Net finance expense                           (7.1)                           (7.1) 
                                       -------------  -----------------  ----------- 
 Profit before tax                              43.2             (34.3)          8.9 
 
 Tax                                           (9.3)                2.2        (7.1) 
 Associates                                      1.2                             1.2 
 Minorities                                    (0.2)                           (0.2) 
                                       -------------  -----------------  ----------- 
 Earnings                                       34.9             (32.1)          2.8 
                                       =============  =================  =========== 
 
 Average number of shares                     217.8m                          217.8m 
 Basic EPS                                     16.0p                            1.3p 
 

Exceptional and acquisition related items

As previously announced, the Company entered into an agreement with BGC in January 2015 under which BGC would pay $100m to the Company to settle the litigation in the New Jersey Superior Court. The first $25m of the $100m settlement was paid to the Company in January and the remaining $75m was paid to the Company at the end of March. Net of the GBP2.7m of costs that have been incurred in 2015 in relation to the legal action the exceptional credit in the first half of 2015 relating to the major legal actions is GBP64.4m. The GBP4.4m charge in the first half of 2014 relates to the costs incurred in that period on the major legal actions with BGC.

The Company completed the acquisition of PVM on 26 November 2014. The payment to each individual vendor of their share of up to $48m of deferred consideration (which is subject to the achievement of revenue targets in the three years after completion) is linked to their continued service with the business, and is therefore amortised through the income statement over the three year period. The amortisation charge recognised in the first half of 2015 is GBP5.2m.

Intangible assets other than goodwill of GBP9.5m arising on the acquisition of PVM relate to the PVM brand and the value of customer relationships. This amount is being amortised through the income statement over the estimated useful lives of those assets. The amortisation charge recognised in the first half of 2015 is GBP0.7m.

Unified Energy Services was sold during the first half of the year incurring a loss of GBP0.3m on disposal.

The GBP28.6m charge in the first half of 2014 relating to the cost improvement programme reflects the costs incurred in that period of the actions taken to reduce fixed costs.

The GBP1.3m charge in the first half of 2014 relating to acquisition costs reflects legal and professional costs incurred in relation to the acquisition of PVM.

Net finance expense

The net finance expense comprises a cash finance charge of GBP8.3m (2014: GBP8.2m) partly offset by non-cash finance income of GBP0.6m (2014: GBP1.1m).

The cash finance charge comprises the GBP7.0m interest payable on the outstanding Sterling Notes, the commitment fee for the revolving credit facility of GBP0.8m, other net interest income of GBP0.6m, and GBP1.1m of amortisation of debt issue costs including a GBP0.6m one-off charge relating to the balance of unamortised issue costs arising on the revolving credit facility that was refinanced in April 2015.

The non-cash finance income comprises the deemed interest on the pension scheme net asset of GBP1.1m, partly offset by the unwind of discounted liabilities and provisions.

Tax

The effective rate of tax on underlying PBT is 20.5% (H1 2014: 21.5%). The effective rate of tax reflects the estimated effective rate for the full year.

The actual effective rate of tax on underlying PBT for the full year 2014 of 19.5% included the benefit of the release of some provisions relating to tax uncertainties which were resolved during that year. Excluding the benefit from the release of provisions, the effective rate of tax on underlying PBT for the full year 2014 would have been 23.1%.

The 2.6% point reduction in the estimated effective rate for 2015 compared with the 23.1% effective rate for 2014 reflects the reduction in the UK statutory rate of corporation tax and higher taxable profits in the USA on which no charge has been recognised due to the availability of unrecognised tax losses.

The GBP12.9m tax charge on exceptional and acquisition related items in the first half of 2015 reflects the GBP13.0m UK tax payable on the GBP64.4m credit relating to the settlement with BGC net of the costs incurred, less GBP0.1m deferred tax credit relating to the amortisation of the intangible assets arising on acquisition. The amortisation of deferred consideration does not attract tax relief. The GBP2.2m tax credit on exceptional items in the first half of 2014 reflected the tax relief at the relevant rate for the jurisdiction in which the charges were borne. No tax relief was recognised on the exceptional charges arising in the USA in 2014 due to the low level of taxable profit in that jurisdiction.

Basic EPS

The average number of shares used for the basic EPS calculation of 243.6m reflects the 243.5m shares in issue at the beginning of the year, plus the 0.3m shares that are issuable when vested options are exercised, less the 0.2m shares held throughout the period by the Employee Benefit Trust which has waived its rights to dividends.

Exchange rates

The income statements and balance sheets of the Group's businesses whose functional currency is not GBP are translated into sterling at average and period end exchange rates respectively. The most significant exchange rates for the group are the US dollar, the Euro, the Singapore dollar and the Japanese Yen. Average and period end exchange rates used in the preparation of the financial statements are shown below.

 
                               Average                     Period End 
                    ----------------------------  ---------------------------- 
                     H1 2015   H1 2014   H2 2014   30 June    31 Dec   30 June 
                                                      2015      2014      2014 
 
 US dollar             $1.53     $1.67     $1.64     $1.57     $1.56     $1.71 
 Euro                EUR1.36   EUR1.22   EUR1.26   EUR1.41   EUR1.29   EUR1.25 
 Singapore dollar     S$2.06    S$2.11    S$2.08    S$2.12    S$2.07    S$2.13 
 Japanese Yen         Yen183    Yen171    Yen177    Yen192    Yen187    Yen173 
 

Cash flow

 
                                                H1 2015   H1 2014 
                                                   GBPm      GBPm 
 
 Underlying Operating profit                       60.6      50.3 
 Share-based compensation and other non-cash 
  items                                             0.3       0.5 
 Depreciation and amortisation                      7.4       6.7 
 EBITDA                                            68.3      57.5 
 
 Capital expenditure (net of disposals)           (6.3)     (4.0) 
 (Increase)/decrease in initial contract 
  prepayment                                      (2.2)       7.4 
 Other working capital                           (13.7)    (33.1) 
                                               --------  -------- 
 Operating cash flow                               46.1      27.8 
 
 Exceptional and acquisition related items 
  - Cost improvement programme 2014               (3.8)     (3.8) 
  - Restructuring 2011/2012                       (0.2)     (0.7) 
  - Major legal actions                            64.4     (4.4) 
  - Acquisition costs                                 -     (1.3) 
 
 Interest                                         (2.1)     (2.4)