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STJ St. James's Place Plc

447.60
13.00 (2.99%)
03 May 2024 - Closed
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
  13.00 2.99% 447.60 448.80 449.60 452.20 433.20 438.00 2,323,378 16:35:01
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Trust,ex Ed,religious,charty 18.98B -10.1M -0.0184 -244.02 2.46B

St. James's Place PLC Final Results (2498E)

27/02/2020 7:00am

UK Regulatory


St. James's Place (LSE:STJ)
Historical Stock Chart


From May 2019 to May 2024

Click Here for more St. James

TIDMSTJ

RNS Number : 2498E

St. James's Place PLC

27 February 2020

-1-

ST. JAMES ' S PLACE PLC

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

Telephone 020 7493 8111

PRESS RELEASE

27 February 2020

ANNOUNCEMENT OF ANNUAL RESULTS

FOR THE YEARED 31 DECEMBER 2019

RECORD FUNDS UNDER MANAGEMENT AND CONFIDENCE IN OUR BUSINESS

UNDERPINS 5% 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 2019:

Financial highlights

   --      EEV new business contribution GBP793.0 million (2018: GBP852.7 million) 
   --      EEV operating profit GBP952.0 million (2018: GBP1,002.0 million) 
   --      IFRS profit before shareholder tax GBP187.1 million (2018: GBP211.9 million) 
   --      IFRS profit after tax GBP146.6 million (2018: GBP173.5 million) 
   --      Underlying cash result GBP273.1 million (2018: GBP309.0 million) 
   --      Underlying cash earnings per share of 51.4 pence (2018: 58.7 pence per share) 

Dividend

-- Final dividend up 5% to 31.22 pence per share (2018: 29.73 pence per share); full year dividend of 49.71 pence per share (2018: 48.22 pence per share), growth of 3%

Other highlights

   --      Gross inflows of GBP15.1 billion (2018: GBP15.7 billion) 
   --      Net inflow of funds under management of GBP9.0 billion (2018: GBP10.3 billion) 
   --      Funds under management of GBP117.0 billion (2018: GBP95.6 billion) 
   --      We are now represented by 4,271 qualified advisers across the Partnership 
   --      UK business successfully migrated to modern technology platform 

-- A+ rating in the latest United Nations Principles for Responsible Investment annual assessment.

Andrew Croft, Chief Executive Officer, commented:

" Last year was challenging for the UK wealth management sector with investor sentiment being impacted by uncertain macro-economic indicators, the US/China trade dispute, and the domestic political environment. Therefore, I am pleased to report a solid set of results. Positive net flows, together with the impact of positive investment returns, increased client funds under management to a record GBP117.0 billion, once again demonstrating the resilience of St. James's Place.

The fundamentals underlying the business remain strong and over time, increasing funds under management will generate increased returns. However, in the short term, our profit has been impacted by the more modest gross flows relative to the planned investment in the business for future growth.

Given the progression of funds under management and our confidence for the future , the Board proposes to increase the final dividend by 5% to 31.22 pence per share (2018: 29.73 pence per share) making for a full year dividend of 49.71 pence per share (2018: 48.22 pence per share), growth of 3%.

The Parliamentary majority following the December 2019 General Election provides for longer-term political stability, which has translated into improved investor sentiment. This has consequently resulted in an increase in activity across the business with new investments seeing a return to good growth in the early part of 2020. Uncertainties remain for the UK and there are market concerns as a result of coronavirus, but we are encouraged by this start to the year which, together with the strength and scale of our business today, gives us confidence that we are well placed to continue to grow ."

-2-

The details of the announcement are attached.

Enquiries: Tel: 020 7514 1963

Tony Dunk, Investor Relations Director

Hugh Taylor, Investor Relations Director

Jamie Dunkley, External Communications Director

Brunswick Group: Tel: 020 7404 5959

   --     Tom Burns - Email: tburns@brunswickgroup.com 
   --     Eilis Murphy - Email: emurphy@brunswickgroup.com 

Analyst presentation at 10:15am for 10:30am 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 refer to the link below or via our website:

(Live and On-demand):

https://www.investis-live.com/st-jamess-place/5e2ab28952202e0d0075b0dd/obad [investis-live.com]

There will also be a Dial-in:

United Kingdom (Local) : 020 3936 2999

All other locations : +44 20 3936 2999

Participant Access Code : 374262 - this must be entered in order for participants to gain access to the conference. Participants' requested details will be taken before being placed into the conference.

Replay information:

A recording will be available until Thursday 5th March 2020

UK: 020 3936 3001

USA: 1 845 709 8569

All other locations: +44 20 3936 3001

Access Code: 266324

-3-

Chief Executive's report

Introduction

Last year was challenging for the UK wealth management sector with investor sentiment being impacted by the uncertain macro-economic indicators, the US/China trade dispute, and the domestic political environment. Therefore, I am pleased to report a solid set of results, once again demonstrating the resilience of the St. James's Place business.

Gross new inflows for the period, at GBP15.1 billion, were some 4% lower than 2018, while strong retention of client funds contributed to net inflows of GBP9.0 billion, equivalent to some 9% of opening funds under management. These positive net flows, together with the impact of positive investment markets, resulted in closing funds under management of a record GBP117.0 billion, up 22% since the beginning of the year.

Business performance and dividend

Over time, increasing funds under management will generate increased returns, but in the short term our profit has been impacted by the more modest gross flows relative to the planned higher cost of our investment in the business to underpin future growth. The Underlying cash result for the year at GBP273.1 million (2018: GBP309.0 million) was therefore lower than the same period last year.

The fundamentals underlying the business remain strong, so the Board remains confident in our prospects, supported by a growing Cash result that will benefit from the contribution of client investments attracted in previous years. Given the progression of funds under management and our confidence for the future, the Board proposes a final dividend of 31.22 pence per share (2018: 29.73 pence per share) making for a full year dividend of 49.71 pence per share (2018: 48.22 pence per share) growth of 3% .This will provide for a pay-out ratio of 97% against the Underlying cash result, higher than our stated medium-term aim of an 80% pay-out ratio.

The final dividend, subject to approval of shareholders at our AGM, will be paid on 22 May 2020 to shareholders on the register at the close of business on 17 April 2020. A Dividend Reinvestment Plan continues to be available for shareholders.

Clients

The continued success of St. James's Place is built on establishing and maintaining long lasting, highly personal relationships with our clients through the St. James's Place Partnership. Our aim is to put positive client outcomes at the heart of everything we do, with our advisers helping their clients to fulfil their ambitions and aspirations through sound financial planning advice, together with our distinctive investment management approach, backed by a FTSE100 company.

From the 39,000 responses we received from last year's Wealth Account Survey, 89% of those clients who responded tell us that they were either satisfied or very satisfied with their overall relationship with St. James's Place. Encouragingly, more than 93% said they would recommend St. James's Place to others, with 54% suggesting that they had already done so. Furthermore, when asked to describe our proposition in terms of value for money, 96% of the clients who responded, said "reasonable", "good" or "excellent". These results underpin the strong retention of client investments noted earlier.

We are naturally very pleased with these responses, but we are not complacent and have already responded to the feedback with further improvements to our service and proposition. In the past year we have broadened access to the Flagstone cash management service, which provides a simple and secure solution for clients wishing to hold cash savings, and added new propositions related to lifetime care plans to help clients ensure care fees can be met if a need were to arise in the future.

We now have more than 733,000 clients, an increase of some 51,000 during the year, and I would like to take this opportunity to thank all of these individuals for entrusting us with their long-term investments and financial planning needs.

Awards

I am pleased to report that St. James's Place has once again received numerous awards. Two highlights were being voted the Wealth Management Company of the Year in the 2019 City of London Awards and Best Wealth Manager in the 2019 Share Awards. Both awards are voted by members of the public and I would like to thank our clients who voted for us.

The St. James's Place Partnership

After another year of strong recruitment, the St. James's Place Partnership now numbers 4,271 growth of 8%. We continue to attract experienced high-quality advisers to the Partnership whilst at the same time 172 individuals graduated from our Academy and Next Generation Academy. We continue to invest in the Academies and there are currently 458 people in the programme who are not included in the Partnership numbers but who will graduate over the coming years.

This sustained growth in the Partnership provides us with confidence in our ability to both service existing clients well and attract new clients to St. James's Place. However, the increasing scale of the Partnership requires us to continue to invest in the supporting infrastructure. Consequently, during the year we opened a new office in Cardiff, and we consolidated the Academy, our previous City office, and a number of corporate functions into a new office in Lombard Street in the City. Both offices have very good environmental credentials.

We also continue to invest in the professional development of our advisers and take pride in the fact that last year one in four of all new qualified Chartered Financial Planners were St. James's Place advisers. We now have more than 900 advisers with Chartered status across the Partnership.

The Partnership is a key differentiator for St. James's Place and we will continue to ensure we provide support for our advisers so that they can, in turn, provide an excellent service to clients.

Investment markets

2019 saw a strong performance across major investment markets with a reversal of the falls experienced in the final quarter of 2018; the FTSE 100 was up some 12%, the S&P 500 up 29% and the MSCI World up 20% over the year as a whole. Against this backdrop our clients have benefited from very good returns with all our portfolios delivering strong growth.

In early June we took the decision to move the investment management of our segregated mandate from Woodford Investment Management (WIM) to a combination of RWC and Columbia Threadneedle. This was possible as the core tenet of our investment proposition is to appoint managers to specifically manage our own funds through a sub-advisory mandate, rather than by investing into third-party funds. Our segregated mandate with WIM limited the investments to liquid stocks and did not allow investments in unquoted stocks, and consequently our clients continued to have full access to their investments.

-4-

We also continue to make good progress on our Responsible Investing approach and build on our integration of Environmental, Social and Governance (ESG) factors into our fund managers' investment decision making. It is therefore pleasing that we were awarded an A+ rating in the latest United Nations Principles for Responsible Investment annual assessment. Further, we continue to influence positive change elsewhere with some 90% of our investment managers now signatories to the United Nations Principals for Responsible Investment (UNPRI), up from 70% this time last year.

We recognise that climate change poses a risk to our business and to client outcomes. Therefore, in 2019 we became a supporter of the Taskforce for Climate-related Disclosures (TCFD) and have committed to implementing the TCFD framework across our business.

Investment for growth

We continue our investment in our business in Asia and Rowan Dartington (RD) with good progress made during 2019.

Asia reported gross inflows for the year of GBP252 million, some 7% lower than the corresponding period in 2018 having been impacted by investor concerns over heightened market volatility, the US/China trade rhetoric and the demonstrations in Hong Kong. However, boosted by the recovery in stock markets, St. James's Place funds under management increased to GBP934 million, growth of 49% during the year. It has been a good year for growth in the SJP Asia Partnership with a net increase of 34 Partners and advisers taking the total to 167, a 26% increase since the start of the year. In addition, there is a strong pipeline of individuals who have applied to join our Asia business, boding well for future recruitment.

RD reported gross inflows of GBP514 million for the year, marginally lower than last year by 1%, whilst total funds under management increased by 24% to GBP2.81 billion. After a period of investment, the number of Investment Executives remained stable at 54 during the period and is expected to remain so in the short term as we continue to focus on increasing the quantum of funds managed by each executive.

Back-office infrastructure

2019 has been a significant period for our multi-year back-office infrastructure project as we successfully completed the smooth migration of all our core UK business to the new Bluedoor platform. We also completed all the remaining internal system changes required during the second half of the year and are now in the process of decommissioning the legacy system.

All our core UK business is now processed on a modern IT platform which provides us with the scalability to accommodate our growing business needs and greater operational resilience, as well as enabling us to offer an improved service to clients going forwards.

This was a significant milestone for the business and the whole project team, both internal and external, have done a terrific job on what has been a complex multi-year project with little disruption.

The St. James's Place Charitable Foundation and community engagement

Embedded in our culture is a desire to achieve a positive social impact with the Charitable Foundation being the beating heart. Our whole community is committed to supporting the Charitable Foundation from fund raising events with over 80% of Partners and employees giving monthly to the Charitable Foundation from their pay or earnings.

I am delighted to say that in 2019 we raised GBP12.1 million which includes the Company matching every pound raised. Since 1992, we have now raised GBP93.1 million, enabling the Charitable Foundation to distribute this amount to a wide variety of charitable causes. We are very proud that according to the Association of Charitable Foundations the St. James's Place Charitable Foundation is now the sixth largest Corporate Foundation measured by giving.

Alongside the Charitable Foundation, we also continue to enhance our corporate footprint in areas such as diversity, inclusion, volunteering, responsible investing, sustainability and the environment. An area of focus is on providing Financial Education in schools and in 2019 we worked face-to-face with 9,600 young people through over 300 volunteers giving around 1,800 hours. We have also recently extended the programme to provide Workplace Financial Education. F urther details on the Charitable Foundation and our Community Engagement will be set out in our annual report and accounts.

New Non-executive Directors

I am delighted to welcome Rosemary Hilary, Dame Helena Morrissey, Emma Griffin and (from 1 June 2020) Lesley-Ann Nash to the Board as new Non-executive Directors. All bring extensive experience and a fresh insight, and I look forward to working with them.

Our community

The continued growth and resilience of the business does not occur by chance but rather the hard work and dedication of our Partners, their staff, our management teams and all our employees and administration support teams. In 2019 the Board has worked to make explicit the culture and values that underpin our success: details will be provided in our annual report and accounts. On behalf of the Board and shareholders I would like to once again thank the entire St. James's Place community for their continued hard work, dedication and commitment to all aspects of our business.

Outlook

Looking ahead, the fundamental financial planning requirements of individuals remain considerable whilst, at the same time, the availability of high-quality professional financial advice continues to be limited. The strength, depth and quality of the growing Partnership, together with the investments we are making in the business and our distinctive investment proposition, affords us real competitive advantage.

The Parliamentary majority following the December 2019 General Election provides for greater political stability, which has translated into improved investor sentiment. This has consequently resulted in an increase in activity across the business with new investments seeing a return to good growth in the early part of 2020. Uncertainties remain for the UK and there are market concerns as a result of coronavirus, but we are encouraged by this start to the year which, together with the strength and scale of our business today, gives us confidence that we are well placed to continue to grow.

Andrew Croft

Chief Executive

26 February 2020

-5-

Chief Financial Officer's report

As already stated in the Chief Executive's Report, 2019 was a challenging year but nevertheless one of resilient new business performance as the Partnership attracted gross inflows of GBP15.1 billion (2018: GBP15.7 billion) and net inflows of GBP9.0 billion (2018: GBP10.3 billion). The level of political uncertainty throughout most of the year particularly impacted the pace of discretionary investment flows as some clients took a more cautious approach to investing new funds. Discretionary investment aside, we saw continued net inflows throughout the year as clients sought to consolidate investments through St. James's Place and utilise the value of their tax allowances. As we have seen in similar periods historically, client retention remained strong as our advisers worked hard to provide reassurance and sound counsel in an uncertain environment.

Coupled with the impact of positive investment market returns, this new business performance resulted in funds under management closing at a record GBP117.0 billion (31 December 2018: GBP95.6 billion), up some 22% over the year and boding well for the development of our financial results in the years ahead.

Our financial business model remains straightforward. We attract and then retain funds under management (FUM) on which we receive advice and product charges. Ongoing product charges are the principal source of income for the Group, out of which we meet the overheads of the business and invest in growing the scale and capability of the Partnership, our client propositions, and our core Group infrastructure. Further information about our financial business model can be found on page 10.

Our financial results are presented in more detail on pages 10 to 27 of the Financial Review, but we provide below a summary of financial performance on a statutory IFRS basis, as well as our chosen alternative performance measures (APMs). We also summarise key developments from a balance sheet perspective and provide shareholders with an overview of capital, solvency and liquidity.

Financial results

IFRS

IFRS profit after tax was GBP146.6 million in 2019 (2018: GBP173.5 million), with the result lower year-on-year largely due to the challenging external environment which resulted in lower gross inflows of approximately 4% which in turn reduced income arising from new business.

To address the challenge of policyholder tax being included in the IFRS results we focus on IFRS profit before shareholder tax as our pre-tax measure. On this basis the result was GBP187.1 million in 2019 (2018: GBP211.9 million), reflecting the same underlying business drivers.

The IFRS results also include the impact of non-cash accounting adjustments such as equity-settled share-based payment expenses, deferred income and deferred expenses, so we continue to supplement our statutory reporting with the presentation of our financial performance using two APMs: the Cash result and the European Embedded Value (EEV) result. Taking each in turn:

Cash result

The Cash result, and the Underlying cash result contained within it, are based on IFRS but adjusted to exclude certain non-cash items, so therefore represent useful guides to the level of cash profit generated by the business. All items in the Cash result, and in the commentary below, are presented net of tax.

During the year, the net income from funds under management was GBP424.9 million (2018: GBP388.1 million), representing a margin of 0.63% (2018: 0.65%) on average 'mature' FUM, in line with prior guidance. It is only 'mature' FUM that contributes to this net income figure and this 'mature' stock of FUM at any given time substantially comprises all unit trust and ISA business, as well as life and pensions business written more than six years ago. The development of 'mature' FUM year-on-year is dependent on four principal factors:

   1)     new unit trust and ISA flows; 
   2)     the amount of life and pensions FUM that moves from 'gestation' into 'mature' FUM; 
   3)     the retention of FUM; and 
   4)     investment returns on FUM. 

Growth in 'gestation' FUM has been more rapid than growth in 'mature' FUM in recent years, mainly due to the strength of new pensions business following pensions freedom. While this therefore constrains growth in net income from funds under management today, it bodes well for the future as 'gestation' FUM matures and begins making a positive contribution. At 31 December 2019, the balance of 'gestation' FUM stood at GBP40.2 billion (31 December 2018: GBP33.5 billion). Once this current stock of gestation FUM has all matured, it will (assuming no market movements or withdrawals) contribute in excess of GBP350 million to net income from funds under management and hence to the Underlying cash result.

St. James's Place also generates a margin arising from new business where initial product charges exceed new business-related expenses. The 9% reduction in margin arising from new business in 2019 largely reflects the 4% decline in gross flows over the period, as well as the timing effect associated with an element of new business costs being linked to prior year production levels. This impact will unwind as new business volumes grow.

2019 was another year of considerable investment into the business as we sought to lay the foundations for long-term growth in the business. However, it was also a year where, given the nature of the external environment around us, we took an even more disciplined approach to expense management, deferring or delaying expenditure where possible and where long-term growth would not be compromised.

Establishment expenses in 2019 were GBP186.2 million (2018: GBP170.6 million), up 9% over the year and some GBP4 million below the guidance that we published last year. The 9% increase however reflects growth in the Partnership and client base during the year.

Our contribution to the FSCS levy also increased during the year to GBP22.3 million, up from GBP12.8 million in 2018, reflecting both an increased rate of levy and also a full 12 month charging period compared to 9 months in 2018.

Reflecting its critical role in providing a source of future organic growth in our adviser population, we made further investment into building our Academy in order to accommodate additional capacity with greater geographic reach. We have also further invested in developing our presence in Asia, as well as in discretionary fund management via Rowan Dartington both in the UK and overseas.

The Underlying cash result , which is a key metric that provides a good indicator of underlying performance and the impact of our investment programmes, was GBP273.1 million (2018: GBP309.0 million), some 12% lower.

-6-

Recognised below the Underlying cash result, our back-office infrastructure activity has been a critical multi-year project. In 2019 we successfully completed the smooth migration of all our core UK business to the new Bluedoor platform. Costs in 2019 were GBP38.8 million post-tax (2018: GBP35.8 million) reflecting the significant migration activity we undertook. We would anticipate up to GBP10 million of decommissioning expense in 2020 but then, as we have previously stated, this cost will cease.

The Cash result in 2019 was therefore GBP229.4 million (2018: GBP268.7 million).

EEV

The EEV performance disclosure provides a useful measure of the longer-term impact of results and developments during the year. It ascribes a value on the long-term economic benefit of attracting additional FUM, takes account of the ongoing costs of doing so, reflects long term benefits and costs of improved or deteriorating retention, and it takes account of current and projected market conditions. Although the EEV statement includes no valuation for the Group's ability to gather and maintain additional future FUM, it does serve as an indication of the value of the business written thus far.

The EEV operating profit is sensitive to new business written within the year and the 4% reduction in gross flows year-on-year is the main factor behind a reduced EEV operating profit of GBP952.0 million (2018: GBP1,002.0 million). Whilst new business levels were slightly lower in 2019, our retention experience remained very strong at 96%.

A significant positive in the 2019 EEV profit before tax is the positive investment return variance of GBP768.6 million. This positive return reflects improved market values across our funds under management, and follows the GBP460.9 million charge disclosed in last year's statement as markets weakened sharply in the final quarter of 2018.

Key financial position developments

The shareholder, or Solvency II Net Assets Balance Sheet, is one that is derived from the statutory IFRS statement of financial position and a reconciliation between the two can be found on page 19 of the Financial Review. There are several areas that are worthy of note.

Movements in business loans to Partners

Ensuring good client outcomes and experience is at the heart of what we strive to do. Providing business loans to Partners continues to play an important part in achieving this, with most loans supporting Partner business succession planning and execution. This principally involves providing capital support for growing Partner businesses to take on those businesses of retiring or contracting Partners.

Total business loans to Partners reported on the statement of financial position has been somewhat distorted by the execution of successful securitisation during the course of the past two years. To facilitate the securitisation, some lending that was provided directly to Partners from third-party lenders, and so was outside of the Group statement of financial position, was bought onto it. This inflated the size of the business loan to Partners balance.

Following this a portfolio of business loans to Partners were ring-fenced from the other assets of the Group and used as security in the issue of non-recourse securitisation loan notes. Since inception of the securitisation, additional lending to Partners has also been funded in this way. The following table demonstrates the split of business loans to Partners between those which are directly funded by the Group, and those which have been securitised and so are funded by the issue of securitisation loan notes.

 
                                                          31 December  31 December 
                                                                 2019         2018 
--------------------------------------------------------  -----------  ----------- 
                                                          GBP'Million  GBP'Million 
--------------------------------------------------------  -----------  ----------- 
Total business loans to Partners                                476.5        394.5 
--------------------------------------------------------  -----------  ----------- 
Split by funding type: 
Business loans to Partners directly funded by the Group         316.0        295.5 
Securitised business loans to Partners                          160.5         99.0 
--------------------------------------------------------  -----------  ----------- 
 

The impairment experience on the overall portfolio of business loans to Partners remains very low and this reflects the financial strength of the borrowing businesses together with the Group's approach to credit decisions and the structural strength of the Group's security over the loans. Further information is set out in Note 12 to the Financial Statements.

Movements in borrowings

St. James's Place continues to pursue a strategy of diversifying and broadening its access to debt finance. We have done this successfully over time, including the creation and execution of the securitisation vehicle referred to above in the past two years. As highlighted above, for accounting purposes we are obliged to disclose on our statement of financial position the value of loan notes relating to the securitisation, which has had the effect of inflating the reported level of borrowings. However, these are secured only on the securitised portfolio of business loans to Partners, and hence are non-recourse to the Group's other assets.

 
                                                           31 December  31 December 
                                                                  2019         2018 
---------------------------------------------------------  -----------  ----------- 
                                                           GBP'Million  GBP'Million 
---------------------------------------------------------  -----------  ----------- 
Total borrowings                                                 403.7        348.6 
---------------------------------------------------------  -----------  ----------- 
Split by borrowing type: 
Senior unsecured corporate borrowings                            287.1        278.6 
Senior tranche of non-recourse securitisation loan notes         116.6         70.0 
---------------------------------------------------------  -----------  ----------- 
 
 

After adjusting for this non-recourse debt, borrowings have increased broadly in line with the scale of the business over time and we remain comfortable not only with our level of borrowings, but also the headroom we have within our range of facilities.

Movement in operational readiness prepayment asset

The investment into our back-office infrastructure project has been a complex, multi-year programme. In addition to expensing our internal project costs through the IFRS statement of comprehensive income and Cash result as incurred, we have been capitalising Bluedoor development costs as a prepayment asset on the statement of financial position. The asset, which stood at GBP299.2 million at 31 December 2019 (31 December 2018: GBP236.4 million) has been amortising through the IFRS statement of comprehensive income and the Cash result since 2017 and will continue to do so over the remaining life of the contract, which at 31 December 2019 is nine years at the earliest. The movement schedule below demonstrates how the operational readiness prepayment has built up over the past two years.

-7-

 
                               31 December  31 December 
                                      2019         2018 
-----------------------------  -----------  ----------- 
                               GBP'Million  GBP'Million 
-----------------------------  -----------  ----------- 
Cost 
At 1 January                         268.3        183.0 
Additions during the year             91.8         85.3 
-----------------------------  -----------  ----------- 
At 31 December                       360.1        268.3 
-----------------------------  -----------  ----------- 
Accumulated amortisation 
At 1 January                        (31.9)       (12.4) 
Amortisation during the year        (29.0)       (19.5) 
-----------------------------  -----------  ----------- 
At 31 December                      (60.9)       (31.9) 
-----------------------------  -----------  ----------- 
Net book value                       299.2        236.4 
-----------------------------  -----------  ----------- 
 

The amortisation expense is recognised within third-party administration expenses in the IFRS result, and within the net annual management fee and margin arising from new business lines of the Cash result. It is offset by the lower tariff charges on Bluedoor compared to the previous system. The amortisation charge will remain constant year-on-year following the final operational readiness spend planned for 2020, however the tariff saving benefits will grow as the business grows, benefiting both the IFRS and Cash results.

Solvency, capital and liquidity

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

Given the simplicity of our business model, our approach to managing solvency remains to hold assets to match client unit-linked liabilities plus a Management Solvency Buffer (MSB). At 31 December 2019 we held surplus assets over the MSB of GBP580.6 million (2018: GBP617.0 million). We also ensure that our approach meets with the requirements of the Solvency II regime where we have an approach, agreed with the Prudential Regulatory Authority (PRA) since 2017, for our largest insurance company, the UK Life company, that targets capital equal to 110% of the standard formula requirement. This is a prudent and sustainable policy given the risk profile of our business which is largely operational.

At 31 December 2018 the solvency ratio for our Life businesses was 117%, which included the positive effect of the equity dampener depressing the market risk capital component. Management chose not to release this volatile additional amount of free assets, which course of action has been justified through its unwind over the year. At 31 December 2019 the equity dampener was (0.1)% (31 December 2018: (6.3)%), hence the solvency ratio for our Life business was 112%. Taking into account entities in the rest of the Group, the Group solvency ratio at 31 December 2019 was 132% (2018: 143%), with the 2018 Group result also reflecting the positive equity dampener effect noted above. It is worth noting that continuing growth of the UK life company within the Group will gradually dilute the Group solvency ratio. However, because we manage capital requirements of regulated entities on a solo basis, there will be no change in the underlying solvency risk of the Group.

Given the importance we place on investing to underpin the future growth and sustainability of our business, it is necessary that we manage and balance Group resources accordingly. Historically these were boosted by the exceptional release of excess solvency capital from our UK Life company as a result of the adoption of Solvency II during 2016, which also provided an opportunity to remove market risk in the business by better matching assets and liabilities. More recently the development of our corporate debt facilities, as well as the securitisation and those facilities put in place to provide finance from third parties direct to Partners, signal good progress in maintaining a sustainable path for investment into the business whilst facilitating future Partner lending activity in support of positive client service and outcomes.

As noted above, there has been steady but modest growth in lending to Partners in recent years, but by contrast considerable cash resource has been deployed in our back-office infrastructure project. This programme will shortly be coming to end, and whilst the successful completion of the Bluedoor migration in no way marks an end to our investment in technology given our ambition to continually enhance the way in which we enhance our Partner and client propositions, it does mark the end of a planned but significant demand on cash resources that were held at the outset.

The Group has GBP1,429.8 million of liquid assets (31 December 2018: GBP1,550.9 million) largely comprising investments in AAA-rated money market funds and cash balances, as demonstrated in the table below. This represents a considerable stock of liquidity and excludes the additional headroom that we have in our borrowing facilities.

 
                                                         31 December  31 December 
                                                                2019         2018 
-------------------------------------------------------  -----------  ----------- 
                                                         GBP'Million  GBP'Million 
-------------------------------------------------------  -----------  ----------- 
Fixed interest securities                                        5.2          5.4 
Investment in Collective Investment Schemes (AAA-rated 
 money market funds)                                         1,131.8      1,297.0 
Cash and cash equivalents                                      292.8        248.5 
-------------------------------------------------------  -----------  ----------- 
Total liquid assets                                          1,429.8      1,550.9 
-------------------------------------------------------  -----------  ----------- 
 

-8-

Dividend and concluding remarks

As noted above, 2019 was not an easy year, with domestic political uncertainty compounded by global economic uncertainty. We were not immune and our Cash Result for the year tells a story of lower discretionary flows providing less funding for investment in future growth. However, our business remains in great shape and, post the UK election, 2020 is feeling different. Activity levels are currently higher and we are seeing a pick-up in investor confidence which is driving higher activity levels in our business. This more positive outlook, coupled with the material flow of cash to come from our stock of gestation FUM over the medium term, has given the Board the confidence to recommend a 5% increase in the final dividend to 31.22 pence per share (2018: 29.73 pence per share), giving a full year dividend of 49.71 pence per share (2018: 48.22 pence per share), growth of 3%.This will provide for a pay-out ratio of 97% against the Underlying cash result, which is higher than our stated medium term aim of an 80% pay-out ratio.

Craig Gentle

Chief Financial Officer

26 February 2020

-9-

Summary financial information

 
                                                                       Year ended    Year ended 
                                                               Page   31 December   31 December 
                                                          reference          2019          2018 
-------------------------------------------------------  ----------  ------------  ------------ 
FUM-based metrics 
Gross inflows (GBP'Billion)                                      11          15.1          15.7 
Net inflows (GBP'Billion)                                        11           9.0          10.3 
Total FUM (GBP'Billion)                                          11         117.0          95.6 
Total FUM in gestation (GBP'Billion)                             12          40.2          33.5 
-------------------------------------------------------  ----------  ------------  ------------ 
 
IFRS-based metrics 
IFRS profit after tax (GBP'Million)                              13         146.6         173.5 
IFRS profit before shareholder tax (GBP'Million)                 13         187.1         211.9 
Underlying profit before shareholder tax (GBP'Million)           14         218.9         278.6 
IFRS basic earnings per share (EPS) (Pence)                                  27.6          33.0 
IFRS diluted EPS (Pence)                                                     27.5          32.4 
IFRS net asset value per share (Pence)                                      177.1         192.5 
Dividend per share (Pence)                                                  49.71         48.22 
-------------------------------------------------------  ----------  ------------  ------------ 
 
Cash result-based metrics 
Operating cash result (GBP'Million)                              16         310.7         342.8 
Underlying cash result (GBP'Million)                             16         273.1         309.0 
Cash result (GBP'Million)                                        16         229.4         268.7 
Underlying cash result basic EPS (Pence)                                     51.4          58.7 
Underlying cash result diluted EPS (Pence)                                   51.1          57.8 
-------------------------------------------------------  ----------  ------------  ------------ 
 
EEV-based metrics 
EEV operating profit before tax (GBP'Million)                    22         952.0       1,002.0 
EEV operating profit after tax basic EPS (Pence)                            148.8         158.0 
EEV operating profit after tax diluted EPS (Pence)                          148.0         155.4 
EEV net asset value per share (Pence)                                     1,320.1       1,109.0 
-------------------------------------------------------  ----------  ------------  ------------ 
 
Solvency-based metrics 
Solvency II net assets (GBP'Million)                             26       1,056.8       1,108.0 
Management solvency buffer (GBP'Million)                         26         476.2         491.0 
Solvency II free assets (GBP'Million)                            26         999.0       1,060.1 
Solvency ratio (Percentage)                                      26          132%          143% 
-------------------------------------------------------  ----------  ------------  ------------ 
 

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

-10-

Financial Review

This Financial Review provides analysis of the Group's financial position and performance.

The Review is split into the following sections:

Section 1: Funds under Management (FUM)

1.1 FUM analysis

1.2 Gestation

As set out in our financial business model below, FUM is a key driver of ongoing profitability on all measures, and so information on growth in FUM is provided in Section 1.

Find out more on pages 11 and 12.

Section 2: Performance measurement

2.1 International Financial Reporting Standards (IFRS)

2.2 Cash result

2.3 European Embedded Value (EEV)

Section 2 analyses the performance of the business using three different bases: IFRS, the Cash result, and EEV.

Find out more on pages 13 to 25.

Section 3: Solvency

Section 3 addresses Solvency, which is an important area given the multiple regulated activities carried out within the Group.

Find out more on pages 26 and 27.

Our financial business model

Our financial business model is straightforward. We generate revenue by attracting clients through the value of our proposition, who trust us with their investments and then stay with us. This grows our funds under management (FUM), on which we receive:

-- advice charges for the provision of valuable, face-to-face advice; and

-- product charges for our manufactured investment, pension and ISA/unit trust products.

Further information on our charges can be found on our website at www.sjp.co.uk/charges. A breakdown of our fee and commission income, our primary source of revenue under International Financial Reporting Standards (IFRS), is set out in Note 5 on page 44.

Most of the initial and ongoing advice charges received are offset by corresponding remuneration for Partners, and so an increase in these revenue streams will correspond with an increase in the associated expense and vice versa. This means that advice charges are not a major driver of the Group's profitability.

Neither are initial product charges, which are levied when a client first invests into one of our products. Under IFRS initial product charges are spread over the expected life of the investment through deferred income (DIR - see page 14 for further detail), and the contribution to the IFRS result from spreading these historic charges can be seen in Note 5 as amortisation of DIR. Initial product charges contribute immediately to our Cash result through margin arising on new business.

The primary source of the Group's profit is the income we receive from annual product management charges on FUM. As a result, growth in FUM is a strong positive indicator of future growth in profits. However, most of our investment and pension products are structured so that annual product management charges are not taken for the first six years after the business is written, so the ongoing benefit of these gross inflows into FUM for a given year will not be seen until six years later. This means that the Group always has six years' worth of FUM in the 'gestation' period. FUM subject to annual product management charges is known 'mature' FUM. More information about our fees on FUM can be found in Section 1 of this Financial Review.

Our income is used to meet overheads, the ongoing product expenses and to invest in the business. Overhead expenditure is carefully managed with clear targets set for growth in the core costs of running the Group's infrastructure, which are known as 'establishment expenses'. Other ongoing expenses, including payments to Partners, increase with business levels and are aligned with product charges. The Group is investing to support long-term growth through St. James's Place Asia, Rowan Dartington, our back-office infrastructure programme, and other strategic initiatives.

-11-

Section 1: Funds Under Management

1.1 FUM analysis

Our financial business model is to attract and retain FUM on which we receive an annual management fee. As a result, the level of income we receive is ultimately dependent on the value of our FUM, and so its growth is a clear driver of future growth in profits. The key drivers for FUM are:

-- our ability to attract new funds in the form of gross inflows;

-- our ability to retain FUM by keeping unplanned withdrawals at a low level; and

-- net investment returns.

The following table shows how FUM evolved during 2019 and 2018:

 
                                                                             2019                                 2018 
----------------------------------------------------  ---------------------------------------------------  ----------- 
                                                       Investment      Pension  UT/ISA & DFM        Total        Total 
                                                      -----------  -----------  ------------  -----------  ----------- 
                                                      GBP'Billion  GBP'Billion   GBP'Billion  GBP'Billion  GBP'Billion 
----------------------------------------------------  -----------  -----------  ------------  -----------  ----------- 
Opening FUM                                                 27.62        40.72         27.21        95.55        90.75 
Gross inflows                                                2.28         8.66          4.16        15.10        15.70 
Net investment return                                        2.96         5.99          3.50        12.45       (5.48) 
Regular income withdrawals and maturities                  (0.56)       (1.31)        (0.02)       (1.89)       (1.63) 
Surrenders and part surrenders                             (1.08)       (1.22)        (1.92)       (4.22)       (3.79) 
Closing FUM                                                 31.22        52.84         32.93       116.99        95.55 
----------------------------------------------------  -----------  -----------  ------------  -----------  ----------- 
Net inflows                                                  0.64         6.13          2.22         8.99        10.28 
Implied surrender rate as a percentage of average 
 FUM                                                         3.7%         2.6%          6.5%         4.0%         4.1% 
----------------------------------------------------  -----------  -----------  ------------  -----------  ----------- 
Rowan Dartington Group and SJP Asia FUM was GBP3.74 billion at 31 December 2019 (31 December 
 2018: GBP2.90 billion), gross inflows were GBP0.77 billion for the year (2018: GBP0.79 billion) 
 and outflows were GBP0.19 billion (2018: GBP0.12 billion). 
 

The following table shows the significant in net inflows over the past six years, which combined with strong retention has resulted in consistent growth in FUM. FUM has more than doubled over a five-year period:

 
            FUM as                                                 FUM as 
                at          Net   Investment          Other            at 
         1 January      inflows       return   movements(1)   31 December 
-----  -----------  -----------  -----------  -------------  ------------ 
Year   GBP'Billion  GBP'Billion  GBP'Billion    GBP'Billion   GBP'Billion 
-----  -----------  -----------  -----------  -------------  ------------ 
2019          95.6          9.0         12.4              -         117.0 
2018          90.7         10.3        (5.4)              -          95.6 
2017          75.3          9.5          6.2          (0.3)          90.7 
2016          58.6          6.8          8.7            1.2          75.3 
2015          52.0          5.8          0.8              -          58.6 
2014          44.3          5.1          2.6              -          52.0 
-----  -----------  -----------  -----------  -------------  ------------ 
 

1 Other movements in 2017 related to the matching strategy disinvestment, and in 2016 related to the acquisition of the Rowan Dartington Group.

The table below provides a geographical and investment type analysis of FUM at 31 December:

 
                               31 December 2019        31 December 2018(1) 
--------------------------  -----------------------  ----------------------- 
                            GBP'Billion  % of total  GBP'Billion  % of total 
--------------------------  -----------  ----------  -----------  ---------- 
North American Equities            25.1         21%         19.9         21% 
Fixed Income Securities            20.9         18%         16.9         18% 
UK Equities                        20.2         17%         17.6         18% 
European Equities                  13.8         12%         10.0         10% 
Asia and Pacific Equities          13.6         12%         10.1         11% 
Alternative Investments             9.5          8%          7.5          8% 
Cash                                7.5          6%          6.7          7% 
Property                            2.9          3%          3.0          3% 
Other                               3.5          3%         3. 9          4% 
--------------------------  -----------  ----------  -----------  ---------- 
Total                             117.0        100%         95.6        100% 
--------------------------  -----------  ----------  -----------  ---------- 
 

1 The geographical and investment type analysis of FUM for 31 December 2018 has been restated to better reflect the nature of the underlying investment holdings.

-12-

1.2 Gestation

As explained in our financial business model on page 10, due to our product structure, at any given time there is a significant amount of FUM that has not yet started to contribute to the Cash result.

When we attract new FUM there is a margin arising on new business that emerges at the point of investment, which is a surplus of income over and above the initial costs incurred at the outset. Within our Cash result presentation, this is recognised as it arises, but it is deferred under IFRS.

Once the margin arising on new business has been recognised the pattern of future emergence of cash from annual product management charges differs by product. Broadly, annual product management charges from unit trust and ISA business begin contributing positively to the Cash result from day one, whilst investment and pensions business enter a six-year gestation period during which no net income from FUM is included in the Cash result. Once this business has reached its six-year maturity point, it starts contributing positively to the Cash result, and will continue to do so in each year that it remains with the Group.

The following table shows an analysis of FUM, after initial charges, split between mature FUM that is contributing net income to the Cash result and FUM in gestation which is not yet contributing, as at the year-end for the past five years:

 
                                         Gestation 
                          Mature          FUM that 
                             FUM   will contribute 
                    contributing            to the 
                              to       Cash result 
                        the Cash                in        Total 
                          result        the future          FUM 
-----------------  -------------  ----------------  ----------- 
Position as at:      GBP'Billion       GBP'Billion  GBP'Billion 
-----------------  -------------  ----------------  ----------- 
31 December 2019            76.8              40.2        117.0 
31 December 2018            62.1              33.5         95.6 
31 December 2017            60.1              30.6         90.7 
31 December 2016            50.2              25.1         75.3 
31 December 2015            39.4              19.2         58.6 
-----------------  -------------  ----------------  ----------- 
 

The proportion of new business that moves into gestation has increased over the past five years as follows:

 
          Proportion 
            of gross 
        inflows into 
           gestation 
-----  ------------- 
                   % 
-----  ------------- 
2019            60.1 
2018            59.4 
2017            56.5 
2016            53.8 
2015            53.5 
-----  ------------- 
 

The increasing proportion of gross inflows moving into gestation FUM is attributable to the strength of pensions inflows in recent years, in part reflecting the positive impact to our business from pensions freedom. The long-term nature of this type of investment results in a long post-gestation period of Cash result emergence.

The following table gives an indication, for illustrative purposes, of the way in which the reduction in fees in the gestation period element of the Cash result could unwind, and so how the gestation balance of GBP40.2 billion at 31 December 2019 may start to contribute to the Cash result over the next six years and beyond. For simplicity it assumes that FUM values remain unchanged, that there are no surrenders, and that business is written at the start of the year. Actual emergence in the Cash result will reflect the varying business mix of the relevant cohort and business experience:

 
                     Gestation FUM 
                            future 
                      contribution 
                to the Cash result 
-------------  ------------------- 
                       GBP'Million 
-------------  ------------------- 
2020                          36.1 
2021                          81.3 
2022                         134.5 
2023                         202.1 
2024                         282.2 
2025 onwards                 356.3 
-------------  ------------------- 
 

-13-

Section 2: Performance measurement

In line with statutory reporting requirements we report profits assessed on an IFRS basis. The presence of a significant life insurance company within the Group means that, although we are a wealth management Group in substance with a simple business model, we apply IFRS accounting requirements for insurance companies. These requirements lead to financial statements which are more complex than those of a typical wealth manager and so our IFRS results may not provide the clearest presentation for users who are trying to understand our wealth management business. Key examples of this include the following:

Our IFRS statement of comprehensive income includes policyholder tax balances which we are required to recognise as part of our corporation tax arrangements. This means that our Group IFRS profit before tax includes amounts charged to clients to meet policyholder tax expenses, which are unrelated to the underlying performance of our business; and

Our policy is to fully match our liabilities to clients, and so policyholder liabilities increase or decrease to match increases or decreases experienced on the assets held to cover them. This means that shareholders are not exposed to any gains or losses on the GBP113.5 billion of policyholder assets and liabilities recognised on our IFRS statement of financial position, which represented over 96% of our IFRS total assets and liabilities at 31 December 2019.

To address this, we developed APMs with the objective of stripping out the policyholder element to present solely shareholder impacting balances, as well as removing items such as deferred acquisition costs and deferred income to reflect Solvency II recognition requirements and to better match the way in which cash emerges from the business. We therefore present our financial performance and position under three different bases, using a range of APMs to supplement our IFRS reporting. The three different bases, which are consistent with those presented last year, are:

-- International Financial Reporting Standards (IFRS);

-- Cash result; and

-- European Embedded Value (EEV).

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. A complete Glossary of Alternative Performance Measures is set out on pages 64 to 66, in which we define each APM used in our Financial Review, explain why it is used and, if applicable, explain how the measure can be reconciled to the IFRS financial statements.

2.1 International Financial Reporting Standards (IFRS)

IFRS profit after tax was GBP146.6 million in 2019 (2018: GBP173.5 million), with the result lower year-on-year principally due to two factors: first, a more challenging new business environment resulted in a lower margin arising from new business; second, a planned increase in investment expense as we continued to put in place the foundations to underpin future growth in the business. Together, these resulted in a degree of operational deleverage.

To address the challenge of policyholder tax being included in the IFRS results we focus on the following two APMs, based on IFRS, as our pre-tax metrics:

-- Profit before shareholder tax; and

-- Underlying profit.

Further information on these IFRS-based measures is set out below, on pages 13 to 14.

Profit before shareholder tax

This is a profit measure based on IFRS which removes the impact of policyholder tax. The policyholder tax expense or credit is matched by an equivalent deduction or credit from the relevant funds, which is recorded within fee and commission income in the IFRS statement of comprehensive income. Policyholder tax does not therefore impact the Group's overall profit after tax. As a result, profit before shareholder tax, but after policyholder tax, is a useful metric.

The following table demonstrates the way in which profit before shareholder tax is presented in the IFRS consolidated statement of comprehensive income on page 35:

 
                                       Year ended    Year ended 
                                      31 December   31 December 
                                             2019          2018 
-----------------------------------  ------------  ------------ 
                                      GBP'Million   GBP'Million 
-----------------------------------  ------------  ------------ 
IFRS profit/(loss) before tax               708.9        (84.6) 
Policyholder tax                          (521.8)         296.5 
-----------------------------------  ------------  ------------ 
IFRS profit before shareholder tax          187.1         211.9 
Shareholder tax                            (40.5)        (38.4) 
-----------------------------------  ------------  ------------ 
IFRS profit after tax                       146.6         173.5 
-----------------------------------  ------------  ------------ 
 

Profit before shareholder tax has decreased by 12% year-on-year. As with the reduction in profit after tax, this reflects the more challenging new business environment and an increase in expenses.

Shareholder tax reflects the tax charge attributable to shareholders and is closely related to the performance of the business. However, it can vary year-on-year due to several factors: further detail is set out in Note 7 Income and deferred taxes.

-14-

Underlying profit

This is profit before shareholder tax (as calculated above) adjusted to remove the impact of accounting for deferred acquisition costs (DAC), deferred income (DIR) and the purchased value of in-force business (PVIF).

IFRS requires certain up-front expenses incurred and income received to be deferred. The deferred amounts are initially recognised on the statement of financial position as a DAC asset and DIR liability, which are subsequently amortised to the statement of comprehensive income over a future period. Substantially all of the Group's deferred expenses are amortised over a 14-year period, and substantially all deferred income is amortised over a six-year period.

The impact of accounting for DAC, DIR and PVIF in the IFRS result is that there is a significant accounting timing difference between the emergence of accounting profits and actual cash-flows. For this reason, underlying profit is considered to be a helpful metric. The following table demonstrates the way in which IFRS profit reconciles to Underlying profit:

 
                                                   Year ended    Year ended 
                                                  31 December   31 December 
                                                         2019          2018 
-----------------------------------------------  ------------  ------------ 
                                                  GBP'Million   GBP'Million 
-----------------------------------------------  ------------  ------------ 
IFRS profit before shareholder tax                      187.1         211.9 
Remove the impact of movements in DAC/DIR/PVIF           31.8          66.7 
-----------------------------------------------  ------------  ------------ 
Underlying profit before shareholder tax                218.9         278.6 
-----------------------------------------------  ------------  ------------ 
 

The impact of movements in DAC, DIR and PVIF on IFRS profit before shareholder tax is further analysed as follows. Due to policyholder tax on DIR, the amortisation of DIR during the year and DIR on new business for the year set out below cannot be agreed to the figures provided in Note 8, which is presented before both policyholder and shareholder tax:

 
                                     Year ended    Year ended 
                                    31 December   31 December 
                                           2019          2018 
---------------------------------  ------------  ------------ 
                                    GBP'Million   GBP'Million 
---------------------------------  ------------  ------------ 
Amortisation of DAC                      (96.6)        (98.2) 
DAC on new business for the year           28.1          33.7 
---------------------------------  ------------  ------------ 
Net impact of DAC                        (68.5)        (64.5) 
---------------------------------  ------------  ------------ 
Amortisation of DIR                       179.6         149.9 
DIR on new business for the year        (139.7)       (148.9) 
---------------------------------  ------------  ------------ 
Net impact of DIR                          39.9           1.0 
---------------------------------  ------------  ------------ 
Amortisation of PVIF                      (3.2)           (3.2) 
---------------------------------  ------------  -------------- 
Movement in year                         (31.8)          (66.7) 
---------------------------------  ------------  -------------- 
 
 

Net impact of DAC

The scale of the GBP68.5 million negative overall impact of DAC on the IFRS result (2018: negative GBP64.5 million) is largely due to changes arising from the 2013 Retail Distribution Review (RDR). After this change, the level of expenses that qualified for deferral reduced significantly, but the large balance accrued previously is still being amortised. As deferred expenses are amortised over a 14-year period there is a significant transition period, which could last for another five to six years, over which the amortisation of pre-RDR expenses previously deferred will significantly outweigh new post-RDR expenses deferred despite significant business growth, resulting in a net negative impact on IFRS profits.

Net impact of DIR

Income deferred during 2019 is 6% lower than income deferred during 2018, driven by the reduction in new business year-on-year. Conversely, income released from the deferred income liability has increased, primarily as a result of the increase in new business in prior year compared to 2017. Together, these effects mean that DIR has had a positive GBP39.9 million impact on the IFRS result in 2019 (2018: positive GBP1.0 million).

-15-

2.2 Cash result

The Cash result is used by the Board to assess and monitor the level of cash profit (net of tax) generated by the business. It is based on IFRS with adjustments made to exclude policyholder balances and certain non-cash items, such as DAC, DIR, deferred tax and non-cash-settled share option costs. Further details, including the full definition of the Cash result, can be found in the Glossary of Alternative Performance Measures on pages 64 to 66. Although the Cash result should not be confused with the IAS 7 consolidated statement of cash-flows, it provides a helpful supplementary view of the way in which cash is generated and emerges within the Group.

The Cash result reconciles to Underlying profit, as presented in Section 2.1, as follows:

 
                                                 Year ended                               Year ended 
                                               31 December 2019                     31 December 2018 
--------------------------------------  -----------------------------  ----------------------------- 
                                                  Before                         Before 
                                         shareholder tax    After tax   shareholder tax    After tax 
                                        ----------------  -----------  ----------------  ----------- 
                                             GBP'Million  GBP'Million       GBP'Million  GBP'Million 
--------------------------------------  ----------------  -----------  ----------------  ----------- 
Underlying profit                                  218.9        172.8             278.6        227.9 
Non-cash-settled share-based payments               28.7         28.7              33.4         33.4 
Impact of deferred tax                                 -         10.4                 -         31.8 
Other                                               22.8         17.5            (24.8)       (24.4) 
--------------------------------------  ----------------  -----------  ----------------  ----------- 
Cash result                                        270.4        229.4             287.2        268.7 
--------------------------------------  ----------------  -----------  ----------------  ----------- 
 

The decrease in non-cash-settled share-based payments reflects the reduction in expense for adviser share schemes.

The most significant impact of deferred tax in 2019 and 2018 relates to the utilisation of capital losses in the Cash result. This has already been recognised under IFRS, and hence Underlying profit, through the establishment of deferred tax assets. More information can be found in Note 7 on pages 46 to 48.

Other represents both the change in tax charge discounting and the difference between IFRS 16 lease expense and lease payments made. The former represents a timing difference between the tax liability due to HMRC and tax deductions charged to clients. The size of the difference will increase as markets grow and decrease as markets fall. This timing difference is adjusted out of the Cash result, which therefore does not reflect the negative effect arising in the IFRS result as a consequence of market increases during the year (2018: positive effect as a consequence of market falls).

The following table shows an analysis of the Cash result using three different measures:

-- Operating cash result

This measure represents the regular emergence of cash from day-to-day business operations.

-- Underlying cash result

This measure includes the cost of a number of strategic investments which are being incurred and expensed in the year, but which are expected to create long-term value.

-- Cash result

This measure includes the short-term costs associated with the back-office infrastructure project together with other items of a one-off nature.

-16-

Consolidated Cash result (presented post-tax)

 
                                                                   Year ended                       Year ended 
                                                                31 December 2019              31 December 2018 
---------------------------------------------  ----  --------------------------------------  ----------------- 
                                                        In-force  New business        Total              Total 
                                                     -----------  ------------  -----------  ----------------- 
                                               Note  GBP'Million   GBP'Million  GBP'Million        GBP'Million 
---------------------------------------------  ----  -----------  ------------  -----------  ----------------- 
Operational 
Net annual management fee                         1        718.0          63.2        781.2              694.6 
Reduction in fees in gestation period             1      (356.3)             -      (356.3)            (306.5) 
---------------------------------------------  ----  -----------  ------------  -----------  ----------------- 
Net income from FUM                               1        361.7          63.2        424.9              388.1 
 
Margin arising from new business                  2            -         127.5        127.5              140.8 
Establishment expenses                            3       (18.6)       (167.6)      (186.2)            (170.6) 
Operational development expenses                  3            -        (22.3)       (22.3)             (20.1) 
Regulatory fees and FSCS levy                     3        (3.1)        (28.1)       (31.2)             (20.9) 
Academy                                           3            -        (10.9)       (10.9)              (8.4) 
Shareholder interest(1)                           5         12.9             -         12.9                7.4 
Tax relief from capital losses                    6         10.3             -         10.3               29.7 
Miscellaneous(1)                                  7       (14.3)             -       (14.3)              (3.2) 
---------------------------------------------  ----  -----------  ------------  -----------  ----------------- 
Operating cash result                                      348.9        (38.2)        310.7              342.8 
 
Asia                                              8            -        (19.9)       (19.9)             (16.7) 
DFM                                               8            -         (9.8)        (9.8)             (10.1) 
Strategic development costs                       3            -         (7.9)        (7.9)              (7.0) 
 
Underlying cash result                                     348.9        (75.8)        273.1              309.0 
 
Back-office infrastructure development costs      3                                  (38.8)             (35.8) 
Variance                                          9                                   (4.9)              (4.5) 
 
Cash result                                                                           229.4              268.7 
---------------------------------------------  ----  -----------  ------------  -----------  ----------------- 
1 Funding-related expenses, including interest on borrowings and securitisation costs, of 
 GBP6.7 million in the year to 31 December 2018 have been reclassified from Miscellaneous to 
 Shareholder interest to better reflect the nature of the expense. 
 

Notes to the Cash result

1. Net income from FUM

The net annual management fee is the net manufacturing margin that the Group retains from FUM after payment of the associated costs, for example, investment advisory fees and Partner remuneration. Each product has standard fees, but they vary between products. Overall post-tax margin on FUM reflects business mix but also the different tax treatment, particularly Life tax on onshore investment business.

As noted on page 10 however, our investment and pension business product structure means that these products do not generate net Cash result (after the margin arising from new business) during the first six years, (the gestation period). This is reflected in the reduction in fees in gestation period line. Further information is provided on page 12.

Net income from FUM reflects Cash result income from FUM that has reached maturity and, consistent with our 2019 half-year reporting, this line is the focus of our explanatory analysis. As with net annual management fees, the average rate can vary between time periods with business mix and tax. For 2019, our net income is 0.63% (post-tax) of FUM (2018: 0.65%). In 2020, we expect this margin on FUM to remain in the range of 0.63% - 0.65%.

Net income from Asia and DFM FUM is not included in this line, instead this is included in the net Cash result presented separately for Asia and DFM.

2. Margin arising from new business

This is the net positive Cash result impact of new business in the year, reflecting gross inflows and production related expenses. The driver for this income line is gross inflows and the result is expected to move broadly in line with the pattern of gross inflows attracted, subject to the timing effect associated with an element of new business costs being linked to prior year production levels.

-17-

3. Overhead expenses and development expenses

Expenses are treated in two different ways in the Cash result depending on their type:

i. Overhead expenses, such as establishment expenses, and development expenses which relates to the Group's core business such as back-office infrastructure costs, are presented in separate lines on the face of the Cash result.

ii. Expenses which vary with business volumes, such as payments to Partners and third-party administration expenses, and expenses which relate to investment in specific areas of the business such as DFM are netted from the relevant income lines rather than presented separately.

The table below provides a breakdown of the Group's overhead and development expenses as presented in separate lines in the Cash result:

 
                                            Year ended 31 December              Year ended 31 December 
                                                     2019                                2018 
------------------------------------  ----------------------------------  ---------------------------------- 
                                           Before                  After       Before                  After 
                                              tax  Tax rate          tax          tax  Tax rate          tax 
                                      -----------  --------  -----------  -----------  --------  ----------- 
                                      GBP'Million         %  GBP'Million  GBP'Million         %  GBP'Million 
------------------------------------  -----------  --------  -----------  -----------  --------  ----------- 
Overhead expenses 
Establishment expenses                      229.9      19.0        186.2        210.6      19.0        170.6 
Regulatory fees and FSCS levy                38.5      19.0         31.2         25.7      19.0         20.9 
Academy                                      13.4      19.0         10.9         10.4      19.0          8.4 
------------------------------------  -----------  --------  -----------  -----------  --------  ----------- 
Total overhead expenses                     281.8                  228.3        246.7                  199.9 
------------------------------------  -----------  --------  -----------  -----------  --------  ----------- 
Development expenses 
Operational development costs                27.5      19.0         22.3         24.8      19.0         20.1 
Strategic development costs                   9.8      19.0          7.9          8.8      19.0          7.0 
Back-office infrastructure 
 costs                                       47.9      19.0         38.8         44.1      19.0         35.8 
------------------------------------  -----------  --------  -----------  -----------  --------  ----------- 
Total development expenses                   85.2                   69.0         77.7                   62.9 
------------------------------------  -----------  --------  -----------  -----------  --------  ----------- 
Total expenses presented separately 
 on the face of the Cash result             367.0                  297.3        324.4                  262.8 
------------------------------------  -----------  --------  -----------  -----------  --------  ----------- 
 
 

Overhead expenses

Overhead expenses represent the cost of running the Group.

Establishment costs have increased by 9% year-on-year as additional expenses are incurred to support the growth in the Partnership.

The costs of operating in a regulated sector include regulatory fees and the Financial Services Compensation Scheme (FSCS) levy. On a post-tax basis, these are as follows:

 
                                  Year ended    Year ended 
                                 31 December   31 December 
                                        2019          2018 
------------------------------  ------------  ------------ 
                                 GBP'Million   GBP'Million 
------------------------------  ------------  ------------ 
FSCS levy                               22.3          12.8 
Regulatory fees                          8.9           8.1 
------------------------------  ------------  ------------ 
FSCS levy and regulatory fees           31.2          20.9 
------------------------------  ------------  ------------ 
 

Our position as a market-leading provider of advice means we make a very substantial contribution to supporting the FSCS, thereby providing protection for clients of other businesses in the sector that fail. Over the last few years the levy has been at an elevated level, which was further exacerbated this year by the supplementary levy announced in December 2019. Whilst we remain hopeful that it will return to a more normalised level in future, we are expecting an increase of at least 15% in 2020 based on the indicative levy information announced for the 2020/21 funding year.

For the 2019/20 funding year the FSCS levy covers a 12-month period, compared to nine months for the 2018/19 funding year. As a result, the post-tax levy expense of GBP22.3 million recognised in the year to 31 December 2019 reflects the levy for a 12-month period, whereas the GBP12.8 million post-tax levy expense recognised in the year to 31 December 2018 was in respect of a nine-month period.

Academy expenses represent the cost of running our Academy and Next Generation Academy. They have increased in 2019 as a result of expansion of the programme both geographically and in terms of the number of individuals recruited into the programme.

Development expenses

Operational development costs have increased in 2019 due to further investment, particularly in our investment management approach, technology infrastructure and cyber security.

Strategic development costs continue to increase as result of investment in the business, particularly from the creation of regional hubs to better support our Partner practices and from our acquisition projects.

Costs associated with our Bluedoor back-office infrastructure programme have increased in 2019 due to increased levels of activity leading up to the final successful migration of business, and to complete internal system changes to facilitate the decommissioning of the legacy system. We expect to spend up to GBP10 million in 2020 completing the final decommissioning work, after which point this cost will cease.

-18-

4. Reconciliation to IFRS expenses

In order to reconcile the overhead and development expenses presented on separate lines in the Cash result to the total IFRS expenses set out in the statement of comprehensive income on page 35, the expenses which vary with business volumes and those which relate to investment in specific areas of the business, both of which are included in the Cash result but are netted against the relevant income lines and so cannot be seen explicitly, and certain IFRS expenses which by definition are not included in the Cash result need to be added in:

 
                                                           Year ended    Year ended 
                                                          31 December   31 December 
                                                                 2019          2018 
-------------------------------------------------------  ------------  ------------ 
                                                          GBP'Million   GBP'Million 
-------------------------------------------------------  ------------  ------------ 
Total expenses presented separately on the face of the 
 Cash result before tax                                         367.0         324.4 
Expenses which vary with business volumes 
Other performance related costs                                 120.4         137.2 
Payments to Partners                                            814.7         781.9 
Investment expenses                                              89.8         106.1 
Third-party administration                                      110.6         100.4 
Other                                                            48.2          44.6 
Expenses relating to investment in specific areas of 
 the business 
Asia expenses                                                    23.4          21.3 
DFM expenses                                                     26.7          24.5 
-------------------------------------------------------  ------------  ------------ 
Total expenses included in the Cash result                    1,600.8       1,540.4 
-------------------------------------------------------  ------------  ------------ 
Expenses which are not included in the Cash result 
Amortisation of DAC and PVIF, net of additions                   71.7          67.7 
Non-cash-settled share-based payments expenses                   28.7          33.4 
Other                                                             6.6             - 
-------------------------------------------------------  ------------  ------------ 
Total IFRS Group expenses before tax                          1,707.8       1,641.5 
-------------------------------------------------------  ------------  ------------ 
 
 

Expenses which vary with business volumes

Other performance related costs , for both Partners and employees, vary with the level of new business and the operating profit performance of the business. Payments to Partners, investment expenses and third-party administration costs are met through charges to clients, and so any variation in them from changes in the volumes of new business or the level of the stock markets does not impact Group profitability.

Each of these items are recognised within the net annual management fee or margin arising from new business lines of the Cash result, depending on the nature of the expense.

Other expenses include interest expense and bank charges, operating costs of acquired independent financial advisers (IFAs) and donations to the St. James's Place Charitable Foundation. They are recognised across various lines in the Cash result, including shareholder interest and miscellaneous.

Expenses relating to investment in specific areas of the business

Asia expenses and DFM expenses have both increased during the year as investment is required to support their growth. Such investment will continue going forwards.

Asia and DFM expenses are presented net of the income they generate in the Asia and DFM lines of the Cash result.

Expenses which are not included in the Cash result

DAC amortisation, net of additions, PVIF amortisation and non-cash-settled share-based payment expenses are the primary expenses which are recognised under IFRS but are excluded from the Cash result.

5. Shareholder interest

This is the income accruing on the investments and cash held for regulatory purposes together with the interest received on the surplus capital held by the Group. It is presented net of funding-related expenses, including interest paid on borrowings and securitisation costs.

6. Tax relief from capital losses

In recent years, a deferred tax asset has been established in IFRS for historic capital losses which are regarded as being capable of utilisation over the medium term. The tax asset is ignored for Cash result purposes as it is not fungible, but instead the cash benefit realised when losses are utilised is shown in the tax relief from capital losses line. Utilisation during the year of GBP10.3 million tax value (2018: GBP29.7 million) was in line with previous guidance that gave the expected rate of utilisation as c.GBP10 - GBP12 million per year. Going forwards we expect the rate of utilisation to slow to c.GBP8 - GBP10 million per year due to the extension of the existing loss restriction rules to cover capital losses, which is expected to have effect from 1 April 2020.

7. Miscellaneous

This category represents the cash flow of the business not covered in any of the other categories. It includes ongoing administration expenses and associated policy charges, utilisation of the deferred tax asset in respect of prior years' unrelieved expenses (due to structural timing differences in the life company tax computation) and movements in the fair value of renewal income assets.

8. Asia and DFM

These lines represent the net income from Asia and DFM FUM, including the Asia and DFM expenses set out in note 4 above. Both of these business areas continue to grow: combined, Asia and DFM FUM has increased 29% year-on-year, from GBP2.90 billion at 31 December 2018 to GBP3.74 billion at 31 December 2019. Significant investment is required to support this growth hence their contribution to the Cash result is currently a net expense. However, as set out in our financial business model on page 10, growth in FUM is a strong positive indicator of future profits.

9. Variance

This reflects a number of small non-recurring items incurred during the year.

-19-

SOLVENCY II NET ASSETS BALANCE SHEET

The Cash result is derived from the IFRS consolidated statement of financial position in a two-stage process:

Stage 1: Solvency II Net Assets Balance Sheet

Firstly, the IFRS consolidated statement of financial position is adjusted for a number of material balances that reflect policyholder interests in unit-linked liabilities together with the underlying assets that are held to match them. Secondly, it is adjusted for a number of non-cash 'accounting' balances such as DIR, DAC and associated deferred tax. The result of these adjustments is the Solvency II Net Assets Balance Sheet and the following table shows the way in which it has been calculated for 2019.

 
                                                                                                           Solvency II 
                                                                                          Solvency II       Net Assets 
                                             IFRS Balance                                  Net Assets   Balance Sheet: 
                                                    Sheet  Adjustment 1  Adjustment 2   Balance Sheet             2018 
-------------------------------------        ------------  ------------  ------------  --------------  --------------- 
31 December 2019                       Note   GBP'Million   GBP'Million   GBP'Million     GBP'Million      GBP'Million 
-------------------------------------  ----  ------------  ------------  ------------  --------------  --------------- 
Assets 
Goodwill                                             15.6             -        (15.6)               -                - 
Deferred acquisition costs                          490.0             -       (490.0)               -                - 
Purchased value of in-force business                 20.8             -        (20.8)               -                - 
Computer software                                     8.9             -         (8.9)               -                - 
Property and equipment                    1         166.3             -             -           166.3             28.5 
Deferred tax assets                       2         131.1             -        (32.6)            98.5            111.6 
Reinsurance assets                                   88.6             -        (88.6)               -                - 
Other receivables                         3       2,127.1       (733.1)         (2.1)         1,391.9            890.1 
Income tax assets                                       -             -             -               -              9.7 
Investment property                               1,750.9     (1,750.9)             -               -                - 
Equities                                         72,694.2    (72,694.2)             -               -                - 
Fixed income securities                   4      26,275.6    (26,270.4)             -             5.2              5.4 
Investment in Collective Investment 
 Schemes                                  4       5,166.4     (4,034.6)             -         1,131.8          1,297.0 
Derivative financial instruments                  1,342.9     (1,342.9)             -               -                - 
Cash and cash equivalents                 4       7,013.6     (6,720.8)             -           292.8            248.5 
-------------------------------------  ----  ------------  ------------  ------------  --------------  --------------- 
Total assets                                    117,292.0   (113,546.9)       (658.6)         3,086.5          2,590.8 
 
Liabilities 
Borrowings                                5         403.7             -             -           403.7            348.6 
Deferred tax liabilities                  2         493.7             -        (57.5)           436.2            154.5 
Insurance contract liabilities                      556.6       (464.2)        (92.4)               -                - 
Deferred income                                     614.7             -       (614.7)               -                - 
Other provisions                                     40.6             -             -            40.6             22.7 
Other payables                         1, 3       1,782.7       (745.4)         (3.6)         1,033.7            956.9 
Investment contract benefits                     83,558.5    (83,558.5)             -               -                - 
Derivative financial instruments                    948.8       (948.8)             -               -                - 
Net asset value attributable to unit 
 holders                                         27,830.0    (27,830.0)             -               -                - 
Income tax liabilities                    6         115.4             -             -           115.4                - 
Preference shares                                     0.1             -             -             0.1              0.1 
-------------------------------------  ----  ------------  ------------  ------------  --------------  --------------- 
Total liabilities                               116,344.8   (113,546.9)       (768.2)         2,029.7          1,482.8 
Net assets                                          947.2             -         109.6         1,056.8          1,108.0 
-------------------------------------  ----  ------------  ------------  ------------  --------------  --------------- 
 

Adjustment 1 strips out the policyholder interest in unit-linked assets and liabilities, to present solely shareholder impacting balances. For further information refer to Note 11 Investments, investment property and cash and cash equivalents to the IFRS financial statements.

Adjustment 2 removes items such as DAC, DIR, PVIF and their associated deferred tax balances from the IFRS statement of financial position to bring it in line with Solvency II recognition requirements.

Notes to the Solvency II Net Assets Balance Sheet

1. Property and equipment, and other payables

On 1 January 2019, the Group adopted IFRS 16 Leases. This new accounting standard fundamentally changes the accounting for lessees, that is an entity which leases an asset from its owner, as it requires the recognition of almost all leases on the statement of financial position. The right to use the leased item is recognised as an asset, and the obligation to pay lease rentals is recognised as a liability.

As a result, the property and equipment line has increased significantly year-on-year: At 31 December 2019 it includes GBP126.6 million of leased assets (31 December 2018: Nil). Lease liabilities of GBP118.6 million are recognised within the other payables line (31 December 2018: Nil). The initial recognition of lease liabilities is a driver behind the increase in other payables on the Solvency II Net Assets Balance Sheet, which increased from GBP956.9 million at 31 December 2018 to GBP1,033.7 million at 31 December 2019.

Further information on the adoption of IFRS 16 can be found in Note 1 Accounting policies to the IFRS financial statements. Additionally, Notes 9, 10 and 13 provide further detail on property and equipment, leases and other payables respectively.

-20-

2. Deferred tax assets and liabilities

Analysis of deferred tax assets and liabilities, including how they have moved year-on-year, is set out in Note 7 Income and deferred taxes . The most significant movement in the year is the increase in deferred tax liability associated with impact of stock markets on investments and the resulting increase in policyholder tax liability.

3. Other receivables and other payables

Detailed breakdowns of other receivables and other payables can be found in Note 12 Other receivables and Note 13 Other payables of the IFRS financial statements.

Other receivables on the Solvency II Net Assets Balance Sheet have increased from GBP890.1 million at 31 December 2018 to GBP1,391.9 million at 31 December 2019, principally reflecting movement in fund tax deductions. This increase is associated with, and largely offsets, the increase in Deferred Tax liability above.

4. Liquidity

Cash generated by the business is held in highly rated government securities, AAA-rated money market funds, and bank accounts. Although these are all highly liquid, only the latter is classified as cash and cash equivalents on the Solvency II Net Assets Balance Sheet. The total liquid assets held are:

 
                                                         31 December  31 December 
                                                                2019         2018 
-------------------------------------------------------  -----------  ----------- 
                                                         GBP'Million  GBP'Million 
-------------------------------------------------------  -----------  ----------- 
Fixed interest securities                                        5.2          5.4 
Investment in Collective Investment Schemes (AAA-rated 
 money market funds)                                         1,131.8      1,297.0 
Cash and cash equivalents                                      292.8        248.5 
-------------------------------------------------------  -----------  ----------- 
Total liquid assets                                          1,429.8      1,550.9 
-------------------------------------------------------  -----------  ----------- 
 

The Group's primary source of net cash generation is product charges. In line with profit generation, as most of our investment and pension business enters a gestation period, there is no cash generated (apart from initial charges) for the first six years of an investment. This means that the amount of cash generated will increase year-on-year as FUM in the gestation period becomes mature and is subject to annual product management charges. Unit trust and ISA business does not enter the gestation period, and so generates cash immediately from the point of investment.

Cash is used to invest in the business and to pay the Group dividend. Our dividend policy is set such that appropriate cash is retained in the business to support the investment needed to meet our future growth aspirations.

Our most significant investment in the business in recent years has been the development of Bluedoor, which has had a substantial impact on our liquid assets, and borrowings positions. Since the inception of the project in 2014 we have capitalised GBP360.1 million of development spend on Bluedoor in our operational readiness prepayment asset. This is in addition to GBP183.9 million of internal project costs that we have expensed as incurred. The total cash outflow on the project is GBP543.7 million.

5. Borrowings

The Group has two different types of borrowings: senior unsecured corporate borrowings, which are used to manage working capital and to fund investment in the business; and a senior tranche of non-recourse securitisation loan notes, which is secured on a legally segregated portfolio of the Group's business loans to Partners. Holders of the senior tranche of non-recourse securitisation loan notes have no recourse to the assets held by any other entity within the Group:

 
                                                           31 December  31 December 
                                                                  2019         2018 
---------------------------------------------------------  -----------  ----------- 
                                                           GBP'Million  GBP'Million 
---------------------------------------------------------  -----------  ----------- 
Corporate borrowings: bank loans                                 173.3        164.8 
Corporate borrowings: loan notes                                 113.8        113.8 
---------------------------------------------------------  -----------  ----------- 
Total senior unsecured corporate borrowings                      287.1        278.6 
Senior tranche of non-recourse securitisation loan notes         116.6         70.0 
---------------------------------------------------------  -----------  ----------- 
Total borrowings                                                 403.7        348.6 
---------------------------------------------------------  -----------  ----------- 
 

After adjusting for this non-recourse debt, borrowings have increased broadly in line with the scale of the business over time, and we remain comfortable not only with our level of borrowings but also the headroom we have within our range of facilities. Further information is provided in Note 14 Borrowings and financial commitments of the IFRS financial statements.

6. Income tax liabilities

The Group has an income tax liability of GBP115.4 million at 31 December 2019 compared to an income tax asset of GBP9.7 million at 31 December 2018. This is due to a current tax charge of GBP227.9 million and tax paid of GBP102.8 million during the year. Further detail on the current tax charge and tax paid is provided in Note 7 Income and deferred taxes.

-21-

Stage 2: Movement in Solvency II Net Assets Balance Sheet

After the Solvency II Net Assets Balance Sheet has been determined, the second stage in the derivation of the Cash result identifies a number of movements in that balance sheet which do not represent cash flows for inclusion within the Cash result. The following table explains how the overall Cash result reconciles into the total movement:

 
                                                                 Year ended    Year ended 
                                                                31 December   31 December 
                                                                       2019          2018 
-------------------------------------------------------------  ------------  ------------ 
                                                                GBP'Million   GBP'Million 
-------------------------------------------------------------  ------------  ------------ 
Opening Solvency II net assets                                      1,108.0       1,095.1 
Dividend paid                                                       (256.0)       (242.7) 
Issue of share capital and exercise of options                          8.7           2.8 
Consideration paid for own shares                                     (0.1)         (6.0) 
Proceeds from exercise of shares held in trust                          0.2             - 
Change in deferred tax                                               (10.4)        (31.8) 
Change in tax discounting                                            (10.0)          23.4 
Change in goodwill, intangibles and other non-cash movements         (13.0)         (1.5) 
Cash result                                                           229.4         268.7 
-------------------------------------------------------------  ------------  ------------ 
Closing Solvency II net assets                                      1,056.8       1,108.0 
-------------------------------------------------------------  ------------  ------------ 
 

-22-

2.3 European Embedded Value (EEV)

Wealth management differs from most other businesses, in that the expected shareholder income from client investment activity emerges over a long period in the future. We therefore supplement the IFRS and Cash results by providing additional disclosure on an EEV basis, which brings into account the net present value of the expected future cash flows. We believe that a measure of the total economic value of the Group's operating performance is useful to investors.

As in previous reporting, our EEV 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 both October 2005 and, following the introduction of Solvency II, in April 2016.

Many of the principles and practices underlying EEV are similar to the requirements of Solvency II. In the prior year, we had made a number of small changes to our EEV methods and assumptions to align them as closely as possible to Solvency II. These changes were reflected in the Economic assumption changes line.

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

 
                                                 Year ended    Year ended 
                                                31 December   31 December 
                                                       2019          2018 
---------------------------------------  ----  ------------  ------------ 
                                         Note   GBP'Million   GBP'Million 
---------------------------------------  ----  ------------  ------------ 
Funds management business                   1       1,121.2       1,151.6 
Distribution business                       2        (55.6)        (38.9) 
Back-office infrastructure development               (47.9)        (44.1) 
Other                                                (65.7)        (66.6) 
---------------------------------------  ----  ------------  ------------ 
EEV operating profit                                  952.0       1,002.0 
Investment return variance                  3         768.6       (460.9) 
Economic assumption changes                          (27.0)        (15.1) 
---------------------------------------  ----  ------------  ------------ 
EEV profit before tax                               1,693.6         526.0 
Tax                                                 (286.8)        (89.7) 
---------------------------------------  ----  ------------  ------------ 
EEV profit after tax                                1,406.8         436.3 
---------------------------------------  ----  ------------  ------------ 
 

A reconciliation between EEV operating profit before tax and IFRS profit before tax is provided in Note 4.

-23-

Notes to the EEV result

1. Funds management business EEV operating profit

The funds management business operating profit has decreased to GBP1,121.2 million (2018: GBP1,151.6 million) and a full analysis of the result is shown below:

 
                                          Year ended    Year ended 
                                         31 December   31 December 
                                                2019          2018 
--------------------------------------  ------------  ------------ 
                                         GBP'Million   GBP'Million 
--------------------------------------  ------------  ------------ 
New business contribution                      793.0         852.7 
Profit from existing business 
   - unwind of the discount rate               248.5         242.3 
   - experience variance                        82.1          24.5 
   - operating assumption change               (9.9)          25.9 
Investment income                                7.5           6.2 
--------------------------------------  ------------  ------------ 
Funds management EEV operating profit        1,121.2       1,151.6 
--------------------------------------  ------------  ------------ 
 

The new business contribution for the year at GBP793.0 million (2018: GBP852.7 million) was 7% lower than the prior year, reflecting both the decrease in new business volumes and operational deleverage during the year as fixed expenses and overheads have not reduced in line with volumes.

The unwind of the discount rate for the year increased to GBP248.5 million (2018: GBP242.3 million), reflecting the higher opening value of in-force business. The experience variance during the year was GBP82.1 million (2018: GBP24.5 million), reflecting positive retention experience. The impact of operating assumption changes in the year was a negative GBP9.9 million, reflecting revisions to the expense basis and the treatment of partial withdrawals on offshore bond business. The significant benefit of GBP25.9 million in 2018 reflected a reduction in the allowance for dual running costs associated with the Bluedoor migrations following improved understanding of the expected migration dates.

2. Distribution business

The distribution loss includes the positive gross margin arising from advice income less payments to advisers offset by the costs of investment in growing the Partnership, building the distribution capabilities in Asia and a charge of GBP18.9 million for the FSCS levy (2018: GBP11.3 million).

3. 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 FUM, a small difference can result in a large positive or negative variance.

The typical investment return on our funds during the year was positive 15% after charges, compared to the assumed investment return of positive 2%. This resulted in a positive investment return variance of GBP768.6 million (2018: negative GBP460.9 million).

4. Economic assumption changes

The negative variance of GBP27.0 million arising in the year (2018: negative GBP15.1 million) reflects the negative effect from a reduction in real yields over the year.

-24-

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 (the 'margin'). This is calculated as the new business contribution divided by the gross inflows, and is expressed as a percentage.

The table below presents the margin before tax from our manufactured business:

 
                                            Year ended    Year ended 
                                           31 December   31 December 
                                                  2019          2018 
----------------------------------------  ------------  ------------ 
Investment 
New business contribution (GBP'Million)          123.0         129.0 
Gross inflows (GBP'Billion)                       2.28          2.41 
Margin (%)                                         5.4           5.4 
----------------------------------------  ------------  ------------ 
Pension 
New business contribution (GBP'Million)          434.0         454.2 
Gross inflows (GBP'Billion)                       8.66          8.76 
Margin (%)                                         5.0           5.2 
----------------------------------------  ------------  ------------ 
Unit Trust and DFM 
New business contribution (GBP'Million)          236.0         269.5 
Gross inflows (GBP'Billion)                       4.16          4.53 
Margin (%)                                         5.7           6.0 
----------------------------------------  ------------  ------------ 
Total business 
New business contribution (GBP'Million)          793.0         852.7 
Gross inflows (GBP'Billion)                      15.10         15.70 
Margin (%)                                         5.3             5.4 
Post-tax margin (%)                                4.4             4.5 
----------------------------------------  ------------  -------------- 
 
 

The overall margin for the year was lower at 5.3% (2018: 5.4%) reflecting a decrease in new business volumes and an increase in establishment expenses during the year.

Economic assumptions

The principal economic assumptions used within the cash flows at 31 December are set out below:

 
                                    Year ended    Year ended 
                                   31 December   31 December 
                                          2019          2018 
--------------------------------  ------------  ------------ 
                                             %             % 
--------------------------------  ------------  ------------ 
Risk-free rate                             0.9           1.4 
Inflation rate                             3.3           3.4 
Risk discount rate (net of tax)            4.0           4.5 
Future investment returns: 
   - Gilts                                 0.9           1.4 
   - Equities                              3.9           4.4 
   - Unit-linked funds                     3.2           3.7 
Expense inflation                          3.7           3.8 
--------------------------------  ------------  ------------ 
 

The risk-free rate is set by reference to the yield on ten-year gilts. Other investment returns are set by reference to the risk-free rate.

The inflation rate is derived from the implicit inflation in the valuation of ten-year index-linked gilts. This rate is increased to reflect higher increases in earnings-related expenses.

-25-

EEV Sensitivities

The table below shows the estimated impact on the reported value of new business and EEV to changes in various EEV calculated assumptions. The sensitivities are specified by the EEV principles and reflect reasonably possible levels of change. In each case, only the indicated item is varied relative to the restated values.

 
                                                                                 Change in 
                                                                                  European 
                                                           Change in new          Embedded 
                                                        business contribution      Value 
----------------------------------------------  ----  ------------------------  ----------- 
                                                          Pre-tax     Post-tax     Post-tax 
                                                      -----------  -----------  ----------- 
                                                Note  GBP'Million  GBP'Million  GBP'Million 
----------------------------------------------  ----  -----------  -----------  ----------- 
Value at 31 December 2019                                   793.0        658.8      7,059.8 
100bp reduction in risk-free rates, with 
 corresponding change in fixed interest asset 
 values                                            1       (26.7)       (22.3)      (116.5) 
10% increase in withdrawal rates                   2       (55.0)       (45.7)      (371.8) 
10% reduction in market value of equity 
 assets                                            3            -            -      (721.4) 
10% increase in expenses                           4       (22.0)       (18.3)       (86.1) 
100bp increase in assumed inflation                5       (29.5)       (24.6)      (132.8) 
----------------------------------------------  ----  -----------  -----------  ----------- 
 

Notes to the EEV sensitivities

1. This is the key economic basis change sensitivity. The business model is relatively insensitive to change in economic basis. Note that the sensitivity assumes a corresponding change in all investment returns but no change in inflation.

2. The 10% increase is applied to the withdrawal rate. For instance, if the withdrawal rate is 8% then a 10% increase would reflect a change to 8.8%.

3. For the purposes of this sensitivity all unit-linked funds are assumed to be invested in equities. The actual mix of assets varies and in recent years the proportion invested directly in UK and overseas equities has exceeded 70%.

4. For the purposes of this sensitivity only non-fixed elements of the expenses are increased by 10%.

5. This reflects a 100bp increase in the assumed RPI underlying the expense inflation calculation.

 
                                                                   Change in 
                                                                    European 
                                             Change in new          Embedded 
                                          business contribution      Value 
--------------------------------------  ------------------------  ----------- 
                                            Pre-tax     Post-tax     Post-tax 
                                        -----------  -----------  ----------- 
                                        GBP'Million  GBP'Million  GBP'Million 
--------------------------------------  -----------  -----------  ----------- 
100bp reduction in risk discount rate          96.0         79.7        543.3 
--------------------------------------  -----------  -----------  ----------- 
 

Although not directly relevant under a market-consistent valuation, this sensitivity shows the level of adjustment which would be required to reflect differing investor views of risk.

Analysis of the EEV result

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

 
                             31 December  31 December 
                                    2019         2018 
---------------------------  -----------  ----------- 
                             GBP'Million  GBP'Million 
---------------------------  -----------  ----------- 
Value of in-force business       6,003.0      4,763.5 
Solvency II net assets           1,056.8      1,108.0 
---------------------------  -----------  ----------- 
Total embedded value             7,059.8      5,871.5 
---------------------------  -----------  ----------- 
 
 
                              Pence    Pence 
--------------------------  -------  ------- 
Net asset value per share   1,320.1  1,109.0 
--------------------------  -------  ------- 
 

The EEV result above reflects the specific terms and conditions of our products. Our pension business is split between two portfolios. Our current product, the Retirement Account, was launched in 2016 and incorporates both pre-retirement and post-retirement phases of this investment in the same product. Earlier business was written in our separate Retirement Plan and Drawdown Plan products, targeted at the each of the two phases separately, and therefore has a slightly shorter term and lower new business margin.

Our experience is that much of our Retirement Plan business converts into Drawdown business at retirement, but, in line with the EEV guidelines, we are required to defer recognition of the additional value from the Drawdown Plan until it is crystallised. If instead we were to assess the future value of Retirement Plan business (beyond the immediate contract boundary) in a more holistic fashion, in line with Retirement Account business, this would result in an increase of approximately GBP385 million to our embedded value (31 December 2018: approximately GBP350 million).

In November 2019, the UK Prime Minister pledged to postpone the reduction in the corporation tax rate to 17%. This change has yet to be substantively enacted and therefore is not reflected in the total embedded value presented above. The impact, were the change to be substantively enacted, would be a reduction our embedded value of approximately GBP98 million.

-26-

Section 3: Solvency

St. James's Place has a business model and risk appetite that results in underlying assets being held that fully match with our obligations to clients. Our clients can access their investments 'on-demand' and because the encashment value is matched, movements in equity markets, currency markets, interest rates, mortality, morbidity and longevity have very little impact on our ability to meet liabilities. We also have a prudent approach to investing shareholder funds and surplus assets in cash, AAA-rated money market funds and highly rated government securities. The overall effect of the business model and risk appetite is a resilient solvency position capable of enabling liabilities to be met even through adverse market conditions.

Our Life businesses are subject to the Solvency II capital regime which applied for the first time in 2016. Given the relative simplicity of our business compared to many, if not most, other organisations that fall within the scope of Solvency II, we have continued to manage the solvency of the business on the basis of holding assets to match client unit-linked liabilities plus a Management Solvency Buffer (MSB). This has ensured that, not only can we meet client liabilities at all times (beyond the Solvency II requirement of a '1 in 200 years' event), but we also have a prudent level of protection against other risks to the business. At the same time, we have ensured that the resulting capital held meets with the requirements of the Solvency II regime, to which we are ultimately accountable.

For the year ended 31 December 2019 we reviewed the level of our MSB and concluded that it was appropriate to decrease the MSB for the Life businesses from GBP355 million to GBP320 million. The decrease primarily reflects the reduction in risk in our UK Life business as we come towards the end of the back-office infrastructure programme. All of this business is administered on Bluedoor following the final successful migrations during the year.

The Group's overall Solvency II net assets position, MSB and management solvency ratios are as follows:

 
                                               Other                                   2018 
                                Life(1)    regulated     Other(2)        Total        Total 
--------------------------  -----------  -----------  -----------  -----------  ----------- 
31 December 2019            GBP'Million  GBP'Million  GBP'Million  GBP'Million  GBP'Million 
--------------------------  -----------  -----------  -----------  -----------  ----------- 
Solvency II net assets            337.7        235.8        483.3      1,056.8      1,108.0 
MSB                               320.0        156.2            -        476.2        491.0 
--------------------------  -----------  -----------  -----------  -----------  ----------- 
Management solvency ratio          106%         151%            -            -            - 
--------------------------  -----------  -----------  -----------  -----------  ----------- 
1 After payment of year-end intra-group dividend. 
 2 Before payment of the Group final dividend. 
 

Solvency II net assets reflect the assets of the Group in excess of those matching clients' unit linked liabilities. It includes a GBP98.5 million (2018: GBP111.6 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.

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 cash flows (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 are assessed against our regulatory 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 the 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                                   2018 
                                       Life(1)    regulated     Other(2)        Total        Total 
---------------------------------  -----------  -----------  -----------  -----------  ----------- 
31 December 2019                   GBP'Million  GBP'Million  GBP'Million  GBP'Million  GBP'Million 
---------------------------------  -----------  -----------  -----------  -----------  ----------- 
Solvency II net assets                   337.7        235.8        483.3      1,056.8      1,108.0 
Value of in-force (VIF)                4,303.5            -            -      4,303.5      3,388.8 
Risk margin                          (1,213.3)            -            -    (1,213.3)      (989.4) 
---------------------------------  -----------  -----------  -----------  -----------  ----------- 
Own funds (A)                          3,427.9        235.8        483.3      4,147.0      3,507.4 
Solvency capital requirement (B)     (3,059.4)       (88.6)            -    (3,148.0)    (2,447.3) 
---------------------------------  -----------  -----------  -----------  -----------  ----------- 
Solvency II free assets                  368.5        147.2        483.3        999.0      1,060.1 
---------------------------------  -----------  -----------  -----------  -----------  ----------- 
Solvency ratio (A/B)                      112%         266%                      132%         143% 
---------------------------------  -----------  -----------  -----------  -----------  ----------- 
1 After payment of year-end intra-group dividend. 
 2 Before payment of the Group final dividend. 
 

The solvency ratio after payment of the proposed Group final dividend is 126% at the year end (2018: 137%).

In 2018 the solvency ratio reflected the positive effect of the equity dampener depressing the market risk capital component. Management chose not to release this volatile additional amount of free assets, which course of action has been justified through its unwind over the year. At 31 December 2019 the equity dampener is (0.1)% (31 December 2018: (6.3)%). We continue to target a solvency ratio of 110% for SJPUK, our largest insurance subsidiary, as agreed with our regulator the PRA. As the business grows, the weighting of the balance sheet towards SJPUK will result in a gradual dilution of the group solvency ratio, but this will not reflect any change in risk appetite, nor risk inherent in the business.

-27-

Solvency II sensitivities

The table below shows the estimated impact on the Solvency II free assets, the SCR and the solvency ratio from changes in various assumptions underlying the Solvency II calculations. In each case, only the indicated item is varied relative to the restated values.

The solvency ratio is not very sensitive to changes in experience or assumptions, and, due to the approach to matching unit-linked liabilities with appropriate assets, can move counter-intuitively depending on circumstances, as demonstrated by the sensitivity analysis presented below:

 
                                                                                 Solvency 
                                                                   Solvency            II 
                                                                         II       capital  Solvency 
                                                                free assets   requirement     ratio 
-------------------------------------------------------  ----  ------------  ------------  -------- 
                                                         Note   GBP'Million   GBP'Million         % 
-------------------------------------------------------  ----  ------------  ------------  -------- 
Value at 31 December 2019                                             999.0       3,148.0      132% 
100bp reduction in risk free rates, with corresponding 
 change in fixed interest asset values                      1         897.6       3,148.3      129% 
10% increase in withdrawal rates                            2       1,039.3       2,961.4      135% 
10% reduction in market value of equity assets              3         902.5       2,835.0      132% 
10% increase in expenses                                    4         949.5       3,142.2      130% 
100bp increase in assumed inflation                         5         913.4       3,150.4      129% 
-------------------------------------------------------  ----  ------------  ------------  -------- 
 

Notes to the Solvency II sensitivities

1. This is the key economic basis change sensitivity. The business model is relatively insensitive to change in economic basis. Note that the sensitivity assumes a corresponding change in all investment returns but no change in inflation.

2. The 10% increase is applied to the lapse rate. For instance, if the lapse rate is 8% then a 10% increase would reflect a change to 8.8%.

3. For the purposes of this sensitivity all unit-linked funds are assumed to be invested in equities. The actual mix of assets varies and in recent years the proportion invested directly in UK and overseas equities has exceeded 70%.

4. For the purposes of this all expenses are increased by 10%.

5. This reflects a 100bp increase in the assumed RPI underlying the expense inflation calculation.

-28-

RISK AND RISK MANAGEMENT

OVERVIEW AND CULTURE

Effective risk management is critical to the success of the St. James's Place Group. We are exposed to a wide variety of inherent risks due to the business activities and the industry in which we operate. We choose carefully the risks we accept and those to limit or avoid through the design and operation of our client and Partner proposition, including the way in which it is delivered and administered.

In addition, the Group is also exposed to a number of current and emerging external factors and trends (including political risks such as Brexit, macro-economic factors, cyber crime and climate change) some of which may impact on our short- and/or longer-term profitability. Under the leadership, direction and oversight of our Board, these risks are carefully understood and managed to achieve our client and business objectives.

We do not, and cannot, seek to eliminate risk entirely, rather we seek to understand our risks fully and manage them appropriately. The emphasis is on applying effective risk management strategies, so that all material risks are identified and managed within the agreed risk appetite. Risk management is embedded within our culture and is therefore a core aspect of decision-making.

Risk management forms a key part of the business planning process, including decisions on strategic developments to our client and Partner propositions, investments and dividend payments.

OUR RISK AND CONTROLS MANAGEMENT FRAMEWORK

The internal control environment is built upon a strong control culture and organisational delegation of responsibility. The "first line" business is responsible and accountable for risk management. This is then combined with oversight from the "second line" risk, controls and compliance functions and assurance from the "third line" internal audit to form a 'three lines of defense' model.

The risk management and control 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 its strategic objectives. Based upon our risk appetite, the risks identified are either accepted or appropriate actions taken to mitigate them.

The Board, through the Risk Committee, takes an active role in overseeing the Risk Management Framework, for which it is responsible. As part of this the Board robustly assesses its principal and emerging risks, which are considered in regular reporting and summarised annually in the Own Risk and Solvency Assessment: further information on this is provided below.

On behalf of the Board, the Audit Committee takes responsibility for assessing the effectiveness of the Group's risk management and internal control systems, covering all material controls, including financial, operational and compliance controls. It does this via an annual review of risk and control self-assessments and a programme of control effectiveness reviews, the results of which are reviewed quarterly.

OUR RISK APPETITE

The Board carefully sets its appetite for taking risk against strategic objectives. These choices are set out in detail in our Risk Appetite Statement, which is reviewed at least annually by the risk committees of the Board (the 'Risk Committee') and Executive Board ('Group Risk Executive Committee') and ultimately approved by the Board. The Risk Appetite Statement also provides clarity over ownership, enabling us to identify the key individuals within the Group who have responsibility for managing these risks.

The Risk Appetite Statement includes a risk appetite scale. This scale has several risk acceptance levels, ranging from no appetite for taking risks at all, through to acceptance of risk. The level of risk we are willing to accommodate will vary dependant on individual risk scenarios. The decisions the Board takes when setting appetite will be based on understanding the likelihood and impact of a risk materialising.

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 Key Risk Indicators (KRIs) is reported regularly to enable the Risk Committee, on behalf of the Board, to monitor that the Group remains within its accepted appetite.

OWN RISK AND SOLVENCY ASSESSMENT (ORSA)

We are classified as an insurance group and are subject to Solvency II insurance regulation. A key part of this regulation requires a consistent approach to risk management across the Group, supported by the production of an annual ORSA, which considers both the individual insurance entities and the Group.

The ORSA process follows an annual cycle, which links the business activity and strategic objectives with comprehensive risk assessments that the business faces, and ensures the Group is resilient to stresses in the short term and over a five-year period.

The Solvency Capital Requirement for insurers allow for at least a "1 in 200-year" risk event over a one-year time horizon. In addition, a broad range of severe stresses and scenarios are used to help provide insight into the ability to maintain the regulatory capital in these conditions. Our results show that with appropriate management action it would be possible to maintain regulatory capital across the Group under all scenarios modelled for the business planning horizon. The outcomes of these activities assist us when considering the calculations and allocation of risk capital to all major risks in the Group, and the adequacy of capital positions. This process ensures our continued confidence that the regulated entities remain strongly capitalised.

The ORSA uses a five-year projection period for the medium term. Due to the gestation period across some of our pension and investment product range, we do not earn annual management fees in the first six years and so considering a five year period gives a prudent view of the Group's viability as we consider revenues generated on existing business only. The ORSA is particularly useful in assessing viability as it has a similar purpose and requires a comprehensive assessment of risk management and risk capital requirements of the business. Consideration is given to factors or events that impact on our funds under management, investment growth, retention of clients and ability to attract new clients, in addition to the effects of a market downturn. Combinations of these factors are used to form scenarios which are tested, providing for more extreme combinations of events. Therefore, assumptions are robustly analysed to predict both the immediate impact of an event along with the impact over the longer term (in the wake of the event). In addition to these more extreme 'combination' scenarios, assessments are also completed based on more current/topical or emerging risk exposures affecting the Group or financial services more generally.

-29-

The ORSA aids decision making by bringing together the following processes:

   --     strategic planning; 
   --     risk appetite consideration; 
   --     risk identification and management; and 
   --     capital planning and management. 

The ORSA continues to evolve and further strengthen risk management processes throughout the Group.

PRINCIPAL RISKS AND UNCERTAINTIES

The types of principal risks and uncertainties have not changed significantly over the past year. The strategic areas on which these risks impact, and the high-level controls and processes through which we aim to mitigate them, are set out in the tables on the following pages. Reputational damage and impacts to shareholders and other stakeholders are a likely consequence of any of our principal risks materialising.

Over the past year, the continued uncertainties around Brexit and international trade have impacted investor sentiment. Whilst some of the UK political uncertainties have recently reduced, global economic factors, such as the impact on trade of the Coronavirus, continue to impact on markets and investor behaviour. While we have very little direct exposure to market risk because of our matching policy (where we hold assets which match our liability to clients), we do have indirect exposure because of the impact these uncertainties have on new business and funds under management. Stress and scenario testing has been performed which demonstrates that the businesses is resilient to extreme but plausible scenarios. We continually monitor the changing environment, to ensure our analysis and scenario testing remains current. Although scenarios of political change (Brexit, general elections and trade wars) can drive changes in risk, the potential impacts on our business would manifest in ways with which we are familiar, notably market risk, persistency risk, changes in new business levels and operational risks. We cover these risks more specifically in the table in the following pages.

 
                          Risk Description                Key Risks                      Example Controls 
                         ------------------------------  ----------------------------- 
 Administration Service   We fail to deliver good         -- Clients and the             -- Management of 
                          quality administration          Partnership receive poor       administrations centres to 
                          services to clients and the     policy administration          ensure key service standards 
                          Partnership.                    -- Failure of key              are met 
                                                          administration system change   -- Continuous development of 
                                                          projects                       technology 
                                                          -- Administrative complexity   -- Effective planning of 
                                                                                         large-scale change projects 
                                                                                         -- Ongoing activity to reduce 
                                                                                         administrative complexity 
-----------------------  ------------------------------  -----------------------------  ------------------------------ 
 Brand and Competition    Challenge from competitors      -- Increased competitive       -- Clear demonstration of 
                          and the impact of               pressure from traditional      value delivered to clients 
                          reputational damage.            and disruptive                 through advice, service and 
                                                          (non-traditional)              products 
                                                          competitors                    -- Investment in improving 
                                                          -- Cost and charges pressure   positive brand recognition 
                                                          -- Negative media coverage     -- Ongoing development of 
                                                                                         client and Partner 
                                                                                         propositions 
                                                                                         -- Pro-active engagement with 
                                                                                         external agencies including 
                                                                                         media, industry groups and 
                                                                                         regulators 
-----------------------  ------------------------------  -----------------------------  ------------------------------ 
 Client Proposition       Our product proposition fails   -- Issues with manufactured    -- Regular monitoring of 
                          to meet the needs, objectives   products                       manufactured products' 
                          and expectations of our         -- Investments provide poor    performance 
                          clients.                        returns relative to their      -- Monitoring of investment 
                          This includes poor relative     benchmarks and/or do not       performance and selection of 
                          investment performance and      deliver expected               the most appropriate funds 
                          poor product design.            client outcomes                from a 
                                                          -- Range of solutions does     risk/net return perspective 
                                                          not align with the product     -- Continuous development of 
                                                          and service requirements of    the range of services offered 
                                                          our current                    to clients 
                                                          and potential future clients   -- Engagement with investment 
                                                          -- Failure to meet client      managers around principles of 
                                                          expectations of a              responsible investment 
                                                          sustainable business, not 
                                                          least in respect of 
                                                          responsible investing 
-----------------------  ------------------------------  -----------------------------  ------------------------------ 
 Conduct                  We fail to provide quality,     -- Partners deliver poor       -- Licensing programme 
                          suitable advice or service to   quality or unsuitable advice   ensuring appropriate standard 
                          clients.                        -- Failure to evidence the     of advice and service from 
                                                          provision of quality service   advisers 
                                                          and advice                     -- Technical support 
                                                                                         helplines for advisers 
                                                                                         -- Timely and clear responses 
                                                                                         to client complaints 
                                                                                         -- Robust oversight process 
                                                                                         of the advice provided to 
                                                                                         clients delivered by Business 
                                                                                         Assurance, 
                                                                                         Compliance Assurance, Field 
                                                                                         Risk and Advice Guidance 
                                                                                         teams 
-----------------------  ------------------------------  -----------------------------  ------------------------------ 
 

-30-

 
                         Risk Description                Key Risks                       Example Controls 
                        ------------------------------  ------------------------------ 
 Financial               We fail to effectively manage   -- Failure to meet client       -- Policyholder liabilities 
                         the business finances.          liabilities                     are fully matched 
                                                         -- Investment/market risk       -- Excess assets generally 
                                                         -- Credit risk                  invested in high-quality, 
                                                         -- Liquidity risk               high-liquidity cash and cash 
                                                         -- Insurance risk               equivalents 
                                                         -- Expense risk                 -- Lending to the Partnership 
                                                                                         is secured on their future 
                                                                                         income streams 
                                                                                         -- Reinsurance of insurance 
                                                                                         risks 
                                                                                         -- Ongoing monitoring of all 
                                                                                         risk exposures and 
                                                                                         experiences 
                                                                                         -- Acceptance of market and 
                                                                                         persistency risk impact on 
                                                                                         profit 
                                                                                         -- Monitoring and management 
                                                                                         of individual entities' 
                                                                                         solvency to minimise Group 
                                                                                         interdependency 
----------------------  ------------------------------  ------------------------------  ------------------------------ 
 Outsourcing             The third-party outsourcers'       -- Operational failures by   -- Oversight regime in place 
                         activities impacts our             material outsourcers         to identify prudent steps to 
                         performance and risk               -- Failure of critical       reduce risk of operational 
                         management.                        service, significant areas   failures 
                                                            include:                     by material third-party 
                                                            -- Investment                providers 
                                                            administration               -- Ongoing monitoring 
                                                            -- Investment management     -- Due diligence of key 
                                                            -- Custody                   suppliers 
                                                            -- Policy administration 
                                                            -- Cloud services 
----------------------  ------------------------------  ------------------------------  ------------------------------ 
 Partner Proposition     Our proposition solution        -- Failure to attract new       -- Focus on providing a 
                         fails to meet the needs,        members of the Partnership      market-leading adviser 
                         objectives and expectations     -- Failure to retain            proposition 
                         of our current                  advisers/Partners               -- Adequately skilled and 
                         and potential future            -- Failure to increase          resourced population of 
                         Partners.                       adviser productivity            supporting field managers 
                                                         -- Available technology falls   -- Reliable systems and 
                                                         short of client and Partner     administration support 
                                                         expectations and fails to       -- Expanding the Academy 
                                                         support                         capacity and supporting 
                                                         growth objectives               recruits through the Academy 
                                                         -- The Academy does not         and beyond 
                                                         adequately support adviser      -- Market-leading support to 
                                                         growth                          Partners businesses 
----------------------  ------------------------------  ------------------------------  ------------------------------ 
 People                  We are unable to attract,       -- Loss of key personnel        -- Measures to maintain a 
                         retain and organise the right   -- Poor employee morale         stable population of 
                         people to run the business.     -- Lack of inclusion and        employees, including 
                                                         diversity in our business       competitive total reward 
                                                         -- Our culture of supporting    packages 
                                                         social value is eroded          -- Monitoring of employee 
                                                                                         engagement and satisfaction 
                                                                                         -- Corporate incentives to 
                                                                                         encourage social value 
                                                                                         engagement, including 
                                                                                         matching of employee 
                                                                                         charitable giving to 
                                                                                         Foundation 
                                                                                         -- Whistle-blowing hotline 
----------------------  ------------------------------  ------------------------------  ------------------------------ 
 Regulatory              We fail to meet current,        -- Failure to comply with       -- Compliance functions 
                         changing or new regulatory      changing regulation             provide expert guidance and 
                         and legislative expectations.   -- Inadequate internal          carry out extensive assurance 
                                                         controls                        work 
                                                         -- Failure to respond to        -- Strict controls are 
                                                         regulatory driven changes to    maintained in highly 
                                                         the industry in which we        regulated areas 
                                                         operate                         -- Maintenance of appropriate 
                                                         -- Solvency risk                solvency capital buffers, and 
                                                                                         continuous monitoring of 
                                                                                         solvency 
                                                                                         experience 
                                                                                         -- Fostering of positive 
                                                                                         regulatory relationships 
----------------------  ------------------------------  ------------------------------  ------------------------------ 
 Security & Resilience   We fail to adequately secure    -- Internal or external fraud   -- Business continuity 
                         our physical assets, systems    -- Core system failure          planning for SJP and its key 
                         and/or sensitive information,   -- Corporate, Partnership, or   suppliers 
                         or                              third-party information         -- Identification, 
                         to deliver critical business    security and cyber risks        communication, and response 
                         services to our clients.        -- Disruption in key business   planning for the event of 
                                                         services to our clients         cyber crime 
                                                                                         -- Data leakage detection 
                                                                                         technology and incident 
                                                                                         reporting systems 
                                                                                         -- Internal awareness 
                                                                                         programmes 
                                                                                         -- Identification and 
                                                                                         assessment of critical 
                                                                                         business services 
----------------------  ------------------------------  ------------------------------  ------------------------------ 
 

-31-

EMERGING RISKS

Emerging risks are identified through conversations and workshops with stakeholders throughout the business, attending industry events, reviewing academic papers, watching emerging risk webinars and other horizon scanning by Group Risk.

The purpose of monitoring and reporting emerging risks is to give assurance that we are prioritising our response to emerging risks appropriately in our strategy, which is the primary risk management tool for longer-term strategic risks. Examples of emerging risks which have been considered during the year include:

-- risks that may result from changes in the political environment that could impact our business, including changes in regulation and legislation, and also investment market volatility or disruption;

-- risks from digital disruption from competitors or shifts in consumer trends away from face-to-face advice;

   --        failing to capitalise on our significant investment in administration systems; 

-- risks relating to an ageing population of our clients and failure to appeal to future generations of clients; and

   --        risks relating to climate change. 

VIABILITY STATEMENT

HOW WE ASSESS OUR VIABILITY

The business considers five-year financial forecasts when developing the strategy. These incorporate our budget for the next financial year and four further years of forecasts based on reasonable central assumptions around development of business drivers.

At the core of assessing our viability we seek to understand how different principal risks could materialise. We consider risks which might present either in isolation or in combination and which could result in acute shocks to the business or long-term underperformance against forecasted business drivers. We consider the five-year time horizon sufficiently long to assess potential impacts and ensure that the business could remain viable whilst enacting any management actions to restore the business' prospects.

When considering how the principal risks previously described might impact the business, we consider our ability to deal with particular events and changes to the following key financial drivers:

   --        Reduction in client retention 
   --        Reduction in new business relative to forecasts 
   --        Market stresses 
   --        Increases in expenses 
   --        Direct losses through operational risk events 

We carry out stress and scenario testing on these key financial drivers, alongside operational risk assessments. To provide comfort over viability over the next five years, the scenarios and assessments look at events which would be extreme, whilst still remaining plausible. This work demonstrates that, although there would be impacts on profitability, the Group is resilient and could continue to meet regulatory capital requirements over five years should even the more extreme risks materialise.

As well as robust scenario testing the Directors have given consideration to assessments of the current risk environment, including how risks are managed through controls relative to the risk appetite, and emerging risks.

EXAMPLE SCENARIO

A wide variety of stresses and scenarios are applied to test all material drivers in a variety of ways to provide understanding of any dynamic impacts. As an example of a type of scenario which is considered, we assessed the direct financial implications of dealing with a major cyber-attack. We also modelled the impact of a large reduction in new business levels alongside a large mass lapse. We looked at the immediate impacts and the impact over five years, where we further assumed there was no subsequent growth in new business levels and no market growth.

-32-

RESILIENCE OVER DIFFERENT TIME HORIZONS

The table below provides an indication of which risk are relevant over different timeframes and why the Group is considered to be resilient over these timeframes.

 
 Over the next year                  Over the next five years         Beyond 2024 
 Risks                               Risks                            Risks 
  The key risks to business           Investor sentiment, market       Most of the shorter-term 
  resilience in the short             impacts and changes to           risks will remain relevant, 
  term are likely to be               regulation after the             however, over the longer-term 
  operational in nature,              Brexit related transition        client expectations around 
  such as data loss or                period continue to provide       digital services are 
  system failure. The share           uncertainty.                     likely to become more 
  price could reflect risks                                            important. The impact 
  that crystallise over               Aside from Brexit, risk          of artificial intelligence 
  the year but have a delayed         relating to changes to           and machine learning 
  or gradual impact on                advice regulation would          in both the investment 
  business performance.               likely impact the business       management and advice 
  Liquidity risks would               in the next five years,          side will become more 
  also be relevant for                or beyond.                       prevalent. 
  this time window. These             The importance of technology 
  risks are also relevant             in the client proposition        Risks from climate change 
  for the longer time periods.        is only likely to become         are starting to have 
                                      more important and risks         an impact on investor 
  Resilience                          may materialise from             sentiment and drive political 
  The Group generates relatively      non-traditional competitors      change and this is only 
  steady cash profits on              seeking to disrupt the           likely to increase. Beyond 
  existing funds under                UK financial advice market.      2024 climate change is 
  management and new business.                                         likely to be a far more 
  This has allowed the                Risks which have a more          significant factor for 
  Group to grow dividends             gradual effect, such             all our clients. 
  and invest in growing               as talent retention and 
  the business. This is               acquisition, are also            Resilience 
  expected to remain the              relatively more important        Whilst the importance 
  case over the next year             over a longer time horizon.      of technology in the 
  and the Group maintains                                              advice space will grow, 
  access to the finance               Resilience                       we believe that overall 
  necessary for its business          Counteracting the medium-term    our target market will 
  plan. If severe risks               risks, there is more             continue to value human 
  materialised over the               time to respond and take         interaction in discussing 
  year and resulted in                actions to manage the            sensitive financial matters. 
  significant costs, the              Group's prospects. As            We recognise however 
  Group would have options            already referenced stress        that the advice proposition 
  to deal with the financial          and scenario testing             will develop, and our 
  implications. Whilst                takes place which provides       advisers will need to 
  other options would be              comfort over the Group's         be technology enabled. 
  explored first, curtailing          ability to weather storms        With increased use of 
  investment or reducing              over a 5-year time horizon       integrated technology, 
  dividends would be obvious          and adapt accordingly.           we will be able to automate 
  ways to protect the financial       The Group's strategy             processes and allow our 
  strength of the business.           is designed to navigate          advisers to focus on 
                                      the threats and keep             the high-value advice 
  Operational resilience              our proposition current          and service aspects. 
  is also important and               for existing and potential 
  risks which might cause             clients. As the largest          We have been developing 
  severe business disruption          wealth manager in the            our responsible investing 
  are carefully managed.              UK the Group is well             proposition for some 
  The success of the back-office      resourced to effectively         years and welcome the 
  system migration is an              respond to regulatory            focus in this area as 
  example of this.                    change and deal with             the right thing to do 
                                      increased regulatory             and as an opportunity 
  There are not considered            complexity.                      to maximise client benefit 
  to be any material uncertainties                                     through our active investment 
  over the ability of the                                              management approach. 
  Group to survive over 
  the 1-year time horizon. 
                                    -------------------------------  ------------------------------- 
 

CONCLUSION

In accordance with UK Corporate Governance Code (Provision 31), the Directors have assessed the Group's current financial position and prospects over the next 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. The Directors believe that the risk planning, management processes and culture, allow for a robust and effective risk management environment.

In addition to the assessment of longer-term viability and resilience set out above, the Board have assessed the Group's going concern status. Further information will be provided in the Directors' Report in our annual report and accounts.

-33-

Chair's REPORT

Introduction

Despite external challenges, St. James's Place continued to grow in 2019. This is testament to the trust put in us by existing and new clients, the professionalism of the Partnership and the strength of the St. James's Place proposition, which, in turn, underpins the enduring success and resilience of the business.

Our role is to plan, grow and protect the financial future of clients, and we do so by developing long-term relationships, working hand in hand with our clients, to advise them on their long-term financial strategies. We are operating in an environment where the value of trusted face-to-face advice has never been more important.

The industry

The asset and fund management sector, including St. James's Place, came under significant scrutiny last year, with the failure of Woodford Investment Management (WIM). St. James's Place funds managed by WIM were held as segregated mandates and our distinctive Investment Management Approach (IMA) prevented WIM from investing any St. James's Place client funds in unquoted stocks. We quickly moved funds away from WIM and preserved full client access. Whilst this was a tangible demonstration of the value of our IMA, the Board has, nevertheless, fully considered the wider implications of this episode and identified areas in which we could strengthen it further.

The industry remains under scrutiny on the levels of fees, charges and value delivered to clients. The St. James's Place proposition is fundamentally different to that of an online funds platform, and it is unfortunate that much of the public commentary on fees and charges has been overly simplistic. Independent third-party analysis demonstrates that, for our target market, St. James's Place charges are competitive, and our wealth account survey demonstrates that clients support this view. However, the Board recognises the need to further improve the transparency and client understanding of fees and to ensure that we continue to deliver value for clients. This will remain a focus.

Clients

For many clients 2019 proved a very positive one in terms of investment returns, buoyed by strong, but at times volatile, investment performance across major investment markets globally. We are naturally pleased that all of our investment portfolios delivered strong growth, supporting positive client outcomes.

The Board continues to support the evolution of our proposition so that we improve our ability to serve client needs. One example of this in 2019 is the work we undertook to enhance our approach to identifying, servicing and supporting vulnerable clients. Another is the development of propositions around long-term care, again signifying our desire to make sure we can support clients as their needs change and develop.

Investment for the future

We continue to invest in the future growth of the business including the St. James's Place Academy, through which we train new advisers for the Partnership, as well as our Rowan Dartington and Asian operations.

The pace of technological change in our industry is relentless, and the Board believes it is important to continue to invest in this area to meet client and adviser expectations and to improve our operating excellence. In October we completed the successful migration of all our core UK business to the new Bluedoor platform which will provide a solid operating system for future growth.

Purpose and culture

The Board spent considerable time in 2019 reflecting on purpose, culture and values. The founding principles of the business recognised the importance of wider social purpose: "doing the right thing" and "giving something back". Our desired culture is best exemplified by the St. James's Place Charitable Foundation which is a core part of our business model. More than eight out of ten of our Partners and employees make regular donations to the Charitable Foundation, and many actively participate in fund raising and other charitable activities.

There are many other ways in which St. James's Place makes an active contribution to society: we directly benefit the financial well-being of 733,000 clients and their families; we help 4,271 advisers thrive in providing high-quality advice across 2,564 separate Partner businesses; we are stewards, on behalf of our clients, of GBP117.0 billion of assets; we employ 2,634 people; we are the largest provider of financial advice in the UK and seek to be a good regulatory citizen; the Company and the Partnership are an active part of many local communities; and, we are a significant tax payer. During the last year, the Board took account of all of these stakeholders in its decision making and will continue to do so in future (the S.172(1) Statement in our annual report and accounts will provide examples of this).

It was clearly disappointing when some aspects of our culture were subject to criticism last year, particularly in relation to way in which the Partnership is rewarded. Recognising achievement and bringing advisers together to provide development and networking opportunities remains an important part of how we operate, and indeed it is an essential way of strengthening culture in what is a geographically widely dispersed Partnership. Whilst we do not believe that the criticism we received is reflective of our community as a whole, we continue to review all aspects of Partnership recognition and remuneration to ensure they remain appropriate in today's world and we will continue to further develop our approach in this area in 2020.

The Board will spend further time in 2020 considering the wider societal purpose and the culture of the business and how best to refine the way in which it assesses them.

Succession, diversity and workforce engagement

In my report last year I highlighted that one of the main priorities for the Board was long-term succession planning for the Non-executive and Executive Directors and I am pleased to report that good progress has been made.

I am delighted to welcome Rosemary Hilary, Dame Helena Morrissey, Emma Griffin and (from 1 June 2020) Lesley-Ann Nash to the Group Board, and Dawn Hyams to the board of St. James's Place Unit Trust Group Limited. All of them bring valuable skills and experience to the business and add to the diversity of our governance. Once the Board has managed through its current transitional succession phase I would expect the number of Non-executive Directors on the Board to return to a more normal figure. Further information will be presented in the Report of the Nomination Committee in our annual report and accounts.

The Board has also had a particular focus, in conjunction with external specialist support, on further strengthening succession planning and career development at senior levels amongst the Executive, and as part of this the Board was delighted that Elizabeth Kelly was appointed to the Executive Board.

The Board is committed to ensuring greater diversity, in all its facets, throughout the St. James's Place community. Getting to where we want to be will take time, but our significantly increased focus on diversity over the last two years has begun to deliver results. The Board has been active in overseeing plans and monitoring performance in this area and will continue to be so.

-34-

St. James's Place is fundamentally a people business and engagement with both employees and the Partnership has always been an essential part of the way in which the business is run. In addition to its normal course of engagement with the business, the Board has formalised an employee engagement programme, led by Baroness Wheatcroft, but with the participation of all of the Directors. The programme has built on the pre-existing mechanisms for colleague engagement and consists of focus groups, surveys and Director lunches. Last year the programme covered topics including reward and recognition, business strategy, diversity and inclusion, Board and management interaction, and culture and ethics. The Board received regular reports on the feedback received and the actions taken as a result.

Responsible investing and climate change

The impact of climate change is clearly a significant concern for society in general and consequently a growing focus from clients, regulators and politicians. The Board recognises that environmental, social and governance factors are vital components of a sustainable investment strategy, and that as a major investor, St. James's Place has a key responsibility in this area. It also believes that the Company has an opportunity to take a leadership position in responsible investing. Last year we achieved an A+ rating in the United Nations Principles for Responsible Investment annual assessment and the Board agreed that the Company should become a supporter of the Task Force on Climate Related Finance Disclosure. The Board spent time last year considering the multi-year plan for the continued evolution of the IMA, of which responsible investment is a key pillar, and we will continue to oversee progress against it.

Dividend and concluding remarks

St. James's Place delivered a solid performance in 2019 in an environment characterised by uncertainty. While we acknowledge that there are lessons to be learned from some of the events which took place in 2019, the Board remains confident in the fundamental strength of the business and in its ability to take advantage of the long-term structural opportunities which exist in its market, to the benefit of all of its stakeholders.

Reflecting our confidence in the business and its future prospects, the Board is pleased to propose a final dividend of 31.22 pence per share, making a total of 49.71 pence per share for the year. This is a 3% increase on 2018.

Finally, I would like to offer the sincere appreciation of the Board to the entire SJP community for their efforts.

IAIN CORNISH

Chair

26 February 2020

-35-

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 
                                                           Year ended    Year ended 
                                                          31 December   31 December 
                                                                 2019          2018 
-------------------------------------------------  ----  ------------  ------------ 
                                                   Note   GBP'Million   GBP'Million 
-------------------------------------------------  ----  ------------  ------------ 
Insurance premium income                                         42.6          46.5 
Less premiums ceded to reinsurers                              (26.8)        (29.6) 
-------------------------------------------------  ----  ------------  ------------ 
Net insurance premium income                                     15.8          16.9 
 
Fee and commission income                             5       2,374.1       1,523.7 
 
Investment return                                     6      14,173.6     (4,235.0) 
-------------------------------------------------  ----  ------------  ------------ 
Net income/(expense)                                         16,563.5     (2,694.4) 
 
Policy claims and benefits 
- Gross amount                                                 (56.0)        (54.0) 
- Reinsurers' share                                              22.4          19.6 
-------------------------------------------------  ----  ------------  ------------ 
Net policyholder claims and benefits incurred                  (33.6)        (34.4) 
 
Change in insurance contract liabilities 
- Gross amount                                                 (48.5)          36.5 
- Reinsurers' share                                               5.9             - 
-------------------------------------------------  ----  ------------  ------------ 
Net change in insurance contract liabilities                   (42.6)          36.5 
 
Movement in investment contract benefits              6    (14,070.6)       4,249.2 
 
Expenses                                                    (1,707.8)     (1,641.5) 
 
Profit/(loss) before tax                              4         708.9        (84.6) 
 
Tax attributable to policyholders' returns            7       (521.8)         296.5 
-------------------------------------------------  ----  ------------  ------------ 
 
Profit before tax attributable to shareholders' 
 returns                                                        187.1         211.9 
 
Total tax (expense)/credit                            7       (562.3)         258.1 
Less: tax attributable to policyholders' returns      7         521.8       (296.5) 
-------------------------------------------------  ----  ------------  ------------ 
Tax attributable to shareholders' returns             7        (40.5)        (38.4) 
-------------------------------------------------  ----  ------------  ------------ 
Profit and total comprehensive income for the 
 year                                                           146.6         173.5 
-------------------------------------------------  ----  ------------  ------------ 
 
Loss attributable to non-controlling interests                      -             - 
Profit attributable to equity shareholders                      146.6         173.5 
-------------------------------------------------  ----  ------------  ------------ 
Profit and total comprehensive income for the 
 year                                                           146.6         173.5 
-------------------------------------------------  ----  ------------  ------------ 
 
                                                                Pence         Pence 
-------------------------------------------------  ----  ------------  ------------ 
Basic earnings per share                             16          27.6          33.0 
Diluted earnings per share                           16          27.5          32.4 
-------------------------------------------------  ----  ------------  ------------ 
 

The results relate to continuing operations.

-36-

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

 
                                           Equity attributable owners of the 
                                                         Parent 
--------------  ----  ----------------------------------------------------------------------------  -----------  ----------- 
                                                     Shares 
                                                         in                                                Non- 
                            Share        Share        trust     Retained         Misc               controlling        Total 
                          capital      premium      reserve     earnings     reserves        Total    interests       equity 
                      -----------  -----------  -----------  -----------  -----------  -----------  -----------  ----------- 
                Note  GBP'Million  GBP'Million  GBP'Million  GBP'Million  GBP'Million  GBP'Million  GBP'Million  GBP'Million 
--------------  ----  -----------  -----------  -----------  -----------  -----------  -----------  -----------  ----------- 
At 1 January 
 2018                        79.4        171.7       (26.7)        832.1          2.5      1,059.0        (0.9)      1,058.1 
Profit and 
 total 
 comprehensive 
 income 
 for the year                   -            -            -        173.5            -        173.5            -        173.5 
Dividends         16            -            -            -      (242.7)            -      (242.7)            -      (242.7) 
Exercise of 
 options          16            -          2.8            -            -            -          2.8            -          2.8 
Consideration 
 paid 
 for own 
 shares                         -            -        (6.0)            -            -        (6.0)            -        (6.0) 
Shares sold 
 during 
 the year                       -            -          9.0        (9.0)            -            -            -            - 
Retained 
 earnings 
 credit in 
 respect 
 of share 
 option 
 charges                        -            -            -         33.4            -         33.4            -         33.4 
--------------  ----  -----------  -----------  -----------  -----------  -----------  -----------  -----------  ----------- 
At 31 December 
 2018                        79.4        174.5       (23.7)        787.3          2.5      1,020.0        (0.9)      1,019.1 
--------------  ----  -----------  -----------  -----------  -----------  -----------  -----------  -----------  ----------- 
Profit and 
 total 
 comprehensive 
 income 
 for the year                   -            -            -        146.6            -        146.6            -        146.6 
Dividends         16            -            -            -      (256.0)            -      (256.0)            -      (256.0) 
Issue of share 
 capital          16          0.1          3.9            -            -            -          4.0            -          4.0 
Exercise of 
 options          16          0.7          4.0            -            -            -          4.7            -          4.7 
Consideration 
 paid 
 for own 
 shares                         -            -        (0.1)            -            -        (0.1)            -        (0.1) 
Shares sold 
 during 
 the year                       -            -          7.4        (7.4)            -            -            -            - 
Proceeds from 
 exercise 
 of shares 
 held in 
 trust                          -            -            -          0.2            -          0.2            -          0.2 
Retained 
 earnings 
 credit in 
 respect 
 of share 
 option 
 charges                        -            -            -         28.7            -         28.7            -         28.7 
--------------  ----  -----------  -----------  -----------  -----------  -----------  -----------  -----------  ----------- 
At 31 December 
 2019                        80.2        182.4       (16.4)        699.4          2.5        948.1        (0.9)        947.2 
--------------  ----  -----------  -----------  -----------  -----------  -----------  -----------  -----------  ----------- 
 

-37-

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 
                                                                   As at         As at 
                                                             31 December   31 December 
                                                                    2019          2018 
----------------------------------------------------  ----  ------------  ------------ 
                                                      Note   GBP'Million   GBP'Million 
----------------------------------------------------  ----  ------------  ------------ 
Assets 
Goodwill                                                 8          15.6          15.6 
Deferred acquisition costs                               8         490.0         558.5 
Intangible assets 
- Purchased value of in-force business                   8          20.8          24.0 
- Computer software                                      8           8.9           1.4 
Property and equipment                                   9         166.3          28.5 
Deferred tax assets                                      7         131.1         147.1 
Reinsurance assets                                                  88.6          82.8 
Other receivables                                       12       2,127.1       1,952.3 
Income tax assets                                                      -           9.7 
Investments 
- Investment property                                   11       1,750.9       1,820.7 
- Equities                                              11      72,694.2      56,077.9 
- Fixed income securities                               11      26,275.6      21,966.0 
- Investment in Collective Investment Schemes           11       5,166.4       4,756.1 
- Derivative financial instruments                      11       1,342.9         508.8 
Cash and cash equivalents                               11       7,013.6       6,877.6 
----------------------------------------------------  ----  ------------  ------------ 
Total assets                                                   117,292.0      94,827.0 
----------------------------------------------------  ----  ------------  ------------ 
Liabilities 
Borrowings                                              14         403.7         348.6 
Deferred tax liabilities                                 7         493.7         172.9 
Insurance contract liabilities                                     556.6         508.1 
Deferred income                                          8         614.7         648.3 
Other provisions                                                    40.6          22.7 
Other payables                                          13       1,782.7       1,290.8 
Investment contracts benefits                           11      83,558.5      67,796.1 
Derivative financial instruments                        11         948.8         517.4 
Net asset value attributable to unit holders            11      27,830.0      22,502.9 
Income tax liabilities                                             115.4             - 
Preference shares                                                    0.1           0.1 
----------------------------------------------------  ----  ------------  ------------ 
Total liabilities                                              116,344.8      93,807.9 
----------------------------------------------------  ----  ------------  ------------ 
Net assets                                                         947.2       1,019.1 
----------------------------------------------------  ----  ------------  ------------ 
Shareholders' equity 
Share capital                                           16          80.2          79.4 
Share premium                                                      182.4         174.5 
Shares in trust reserve                                           (16.4)        (23.7) 
Miscellaneous reserves                                               2.5           2.5 
Retained earnings                                                  699.4         787.3 
----------------------------------------------------  ----  ------------  ------------ 
Equity attributable to owners of the Parent Company                948.1       1,020.0 
Non-controlling interests                                          (0.9)         (0.9) 
----------------------------------------------------  ----  ------------  ------------ 
Total equity                                                       947.2       1,019.1 
----------------------------------------------------  ----  ------------  ------------ 
                                                                   Pence         Pence 
----------------------------------------------------  ----  ------------  ------------ 
Net assets per share                                               177.1         192.5 
----------------------------------------------------  ----  ------------  ------------ 
 

-38-

CONSOLIDATED STATEMENT OF CASH FLOWS

 
                                                                   Year ended    Year ended 
                                                                  31 December   31 December 
                                                                         2019          2018 
---------------------------------------------------------  ----  ------------  ------------ 
                                                           Note   GBP'Million   GBP'Million 
---------------------------------------------------------  ----  ------------  ------------ 
Cash flows from operating activities 
Profit/(loss) before tax for the year                                   708.9        (84.6) 
Adjustments for: 
Amortisation of purchased value of in-force business          8           3.2           3.2 
Amortisation of computer software                             8           1.4           1.1 
Depreciation                                                  9          20.7           6.5 
Share-based payment charge                                               29.2          34.1 
Interest income                                                        (45.4)        (35.1) 
Interest expense                                                         12.6           6.1 
Increase in provisions                                                    6.7           2.7 
Exchange rate losses/(gains)                                              0.4         (0.3) 
Changes in operating assets and liabilities 
Decrease in deferred acquisition costs                        8          68.5          64.5 
Decrease/(increase) in investment property                               69.8       (189.8) 
Increase in other investments                                      (22,170.3)     (4,794.4) 
Increase in reinsurance assets                                          (5.8)             - 
Increase in other receivables                                         (169.3)       (330.3) 
Increase/(decrease) in insurance contract liabilities                    48.5        (36.5) 
Increase in financial liabilities (excluding borrowings)             16,193.8       4,108.9 
(Decrease)/increase in deferred income                        8        (33.6)           2.0 
Increase in other payables                                              369.0          57.2 
Increase in net assets attributable to unit holders                   5,327.1       1,153.8 
---------------------------------------------------------  ----  ------------  ------------ 
Cash generated from/(used in) operating activities                      435.4        (30.9) 
---------------------------------------------------------  ----  ------------  ------------ 
Interest received                                                        45.4          35.1 
Interest paid                                                          (12.6)         (6.1) 
Income taxes paid                                             7       (102.8)       (213.2) 
---------------------------------------------------------  ----  ------------  ------------ 
Net cash generated from operating activities                            365.4       (215.1) 
---------------------------------------------------------  ----  ------------  ------------ 
Cash flows from investing activities 
Acquisition of property and equipment                         9        (17.3)         (8.6) 
Acquisition of intangible assets                              8         (8.9)         (0.1) 
Acquisition of subsidiaries and other business 
 combinations, net of cash acquired                                     (3.0)         (4.1) 
---------------------------------------------------------  ----  ------------  ------------ 
Net cash used in investing activities                                  (29.2)        (12.8) 
---------------------------------------------------------  ----  ------------  ------------ 
Cash flows from financing activities 
Proceeds from the issue of share capital and exercise 
 of options                                                               8.7           2.8 
Consideration paid for own shares                                       (0.1)         (6.0) 
Proceeds from exercise of shares held in trust                            0.2             - 
Additional borrowings                                        14         390.0         232.5 
Repayment of borrowings                                      14       (334.8)       (162.2) 
Lease payments                                                          (8.1)             - 
Dividends paid                                               16       (256.0)       (242.7) 
---------------------------------------------------------  ----  ------------  ------------ 
Net cash used in financing activities                                 (200.1)       (175.6) 
---------------------------------------------------------  ----  ------------  ------------ 
Net increase/(decrease) in cash and cash equivalents                    136.1       (403.5) 
Cash and cash equivalents at 1 January                       11       6,877.6       7,280.6 
Exchange (losses)/gains on cash and cash equivalents                    (0.1)           0.5 
---------------------------------------------------------  ----  ------------  ------------ 
Cash and cash equivalents at 31 December                     11       7,013.6       6,877.6 
---------------------------------------------------------  ----  ------------  ------------ 
 

-39-

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 of 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 (IFRSs) as adopted by the European Union. APMs are used to provide greater insight into 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 and Glossary on pages 64 to 66, 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 2018 with the exception of the adoption of IFRS 16 Leases, which impacted the disclosure in this announcement.

IFRS 16 Leases was adopted as of 1 January 2019.

For lessees, IFRS 16 removes the distinction between operating and finance leases and requires almost all leases to be recognised on the statement of financial position. The right to use the leased item is recognised as an asset, and the present value of future lease payments is recognised as a financial liability (the 'lease liability'). The only exceptions are for short-term or low-value leases. The standard has changed the way that the Group accounts for leases previously classified as operating leases.

On adoption of IFRS 16 the Group's lease portfolio transitioned following the modified retrospective approach. As a result, prior period comparatives have not been restated. The Group took advantage of the exemptions offered by the standard for short-term and low-value leases, and the practical expedients available on transition to:

   --     not reassess whether an existing contract is, or contains a lease; 

-- account for leases with a remaining lease term of less than 12 months from 1 January 2019 as short-term leases;

   --     exclude initial direct costs from the measurement of leased assets at transition; 

-- use hindsight in determining the lease term where a contract contains options to extend or terminate the lease; and

-- apply a single discount rate to a portfolio of leases where they have reasonably similar characteristics.

Upon transition, the Group recognised a right-of-use asset of GBP91.8 million and a lease liability of GBP83.2 million, along with a lease provision recognised under IAS 37 Provisions, Contingent Liabilities and Contingent Assets of GBP8.6 million. The value of the right-of-use asset equaled the value of the lease liability plus the lease provision, and so no adjustment was made to opening reserves.

In the year to 31 December 2019, GBP21.7 million lease expense on the transitioned portfolio was recognised under IFRS 16. The lease expense comprises depreciation of the right-of-use asset, which is recognised on a straight-line basis over the remaining term of the lease, and interest expense on the lease liability, which is recognised using the effective interest method. This means that the interest expense reduces each year over the course of the lease term. As the Group has a number of significant leases which are in the early stages of their lease term, the lease expense under IFRS 16 is higher than it would have been under IAS 17.

The disclosure of total operating lease commitments presented under IAS 17 in the financial statements for the year ended 31 December 2018 reconciles to the opening lease liabilities recognised on 1 January 2019 under IFRS 16 as follows:

 
                                                                                      GBP'Million 
------------------------------------------------------------------------------------  ----------- 
IAS 17 total undiscounted operating lease commitments disclosed at 31 December 2018         141.3 
Less discount using the Group's weighted average incremental borrowing rate of 2.4%        (16.3) 
Less lease commitments to which the short-term exemption has been applied                   (6.3) 
Less lease commitments to which the low-value asset exemption has been applied              (2.4) 
Less service/non-lease components of lease contracts                                       (15.1) 
Less VAT                                                                                   (18.0) 
IFRS 16 lease liability at 1 January 2019                                                    83.2 
------------------------------------------------------------------------------------  ----------- 
 

In addition to the leases which transitioned to IFRS 16 on 1 January 2019, the Group entered into a number of new leases in the year to 31 December 2019. Detail of the right-of-use assets and lease liabilities at 1 January and 31 December 2019 in Note 10.

The Group is lessor for a number of investment properties. The accounting for these properties has not changed, but additional disclosures have been presented in Note 11.

-40-

3. Critical accounting estimates and judgements in applying accounting policies

Judgements

The primary areas in which the Group has applied judgement are as follows:

Classification of contracts between insurance and investment business

Contracts with a significant degree of insurance risk are treated as insurance contracts. 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.

Consolidation

Entities are consolidated within the Group financial statements if they are controlled by the Group. Control exists if the Group is exposed to, or has rights to, variable returns from its involvement with the entity and the Group has the ability to affect those returns through its power over the entity. Significant judgement can be involved in determining whether the Group controls an entity, such as in the case of the structured entity set up for the Group's securitisation transaction, SJP Partner Loans No.1 Limited, and for the Group's unit trusts.

A structured entity is one that has been designed so that voting or similar rights are not the dominant factor in deciding who controls the entity. As a result, factors such as whether a Group entity is able to direct the relevant activities of the entity and the extent to which the Group is exposed to variability of returns are considered. In the case of SJP Partner Loans No.1 Limited, it was determined that the Group does control the entity and hence it is consolidated. This is due to an entity in the Group holding the junior tranche of loan notes, hence being subject to variability of returns, and the same entity being able to direct the relevant activities of the structured entity through its role of servicer to the securitised portfolio.

Unit trusts are consolidated when the Group holds more than 30% of the units in that unit trust. This is the threshold at which the Group is considered to achieve control, having regard for factors such as:

-- the scope of decision making authority held by St. James's Place Unit Trust Group Limited, the unit trust manager;

-- rights held by external parties to remove the unit trust manager; and

-- the Group's exposure to variable returns through its holdings in the unit trusts and the unit trust manager's remuneration.

Determining non-performing business loans to Partners

Business loans to Partners are considered to be non-performing, in the context of the definition prescribed within

IFRS 9, if they are in default. This is defined as a loan to either:

-- a Partner who has left the St. James's Place Partnership; or

-- a Partner who management considers to be at significant risk of leaving the Partnership where an orderly settlement of debt is considered to be in question.

The IFRS 9 presumption that default occurs when a loan is more than 90 days past due has been rebutted. Because of the quality of cash flows on which loans are secured together with the direct control exercised over them from source, past evidence supports the assertion that the vast majority of loans to Partners who remain in the Partnership are repaid in full, irrespective of the number of days past due the loan may be.

Estimates

Critical accounting estimates are those which give rise to a significant risk of material adjustment to the balances recognised in the financial statements within the next 12 months. The Group's critical accounting estimates are:

-- determining the value of insurance contract liabilities;

-- determining the fair value of investment property; and

-- determining the fair value of Level 3 fixed income securities and equities.

Estimates are also applied in other assets of the financial statements, including determining the value of deferred tax assets, investment contract benefits, the operational readiness prepayment and 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 2019 and expected rates in 2020 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.

Whilst the measurement of insurance contract liabilities is considered to be a critical accounting estimate for the Group, the vast majority of non-unit-linked insurance business written is reinsured. As a result, the impact of a change in estimate in determining the value of insurance contract liabilities would be mitigated to a significant degree by the impact of the change in estimate in determining the value of reinsurance assets.

Determining the fair value of investment property

In accordance with IAS 40, the Group initially recognises investment properties at cost, and subsequently re-measures its portfolio to fair value in the statement of financial position. Fair value is determined monthly by professional external valuers. It is based on anticipated market values for the properties in accordance with the guidance issued by The Royal Institution of Chartered Surveyors, being the estimated amount that would be received from a sale of the assets in an orderly transaction between market participants.

The valuation of investment property is inherently subjective as it requires, among other factors, assumptions to be made regarding the ability of existing tenants to meet their rental obligations over the entire life of their leases, the estimation of the expected rental income into the future, an assessment of a property's potential to remain as an attractive technical configuration to existing and prospective tenants in a changing market and a judgement to be reached on the attractiveness of a building, its location and the surrounding environment. As such, investment properties are classified as Level 3 in the IFRS 13 fair value hierarchy because they are valued using techniques which are not based on observable inputs.

-41-

Determining the fair value of Level 3 fixed income securities and equities

In accordance with IFRS 9, the Group elects to classify its portfolio of policyholder fixed income securities at fair value through profit and loss to match the accounting for policyholder liabilities. Its portfolio of equities is required to be held at fair value through profit and loss. As a result, all fixed income securities and equities are initially held at cost and are subsequently re-measured to fair value at the reporting date.

During 2019, a number of investments were made into private credit and private equity assets, which are recognised within fixed income securities and equities on the consolidated statement of financial position respectively. The fair value of these assets is determined following a monthly valuation process which uses two different valuation models and includes verification by professional external valuers. The models use suitable market comparatives and an estimate of future cash flows expected to flow from the issuing entity.

The valuations are inherently subjective as they require a number of assumptions to be made, such as determining which entities provide suitable market comparatives and their relevant performance metrics (for example earnings before interest, tax, depreciation and amortisation), determining appropriate discount rates and cash flow forecasts to use in models, the weighting to apply to each valuation methodologies and the point in the range of valuations to select as the fair value. As the inputs to the valuation models are unobservable, the investments in private credit and private equity assets are classified as Level 3 in the IFRS 13 fair value hierarchy.

-42-

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 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 details the different types of revenue received from our wealth management business.

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, or short-term costs associated with the back-office infrastructure project. As the cost associated with non-cash-settled share options is reflected in changes in shareholder equity, they are also not included in the Underlying cash result.

More detail is provided on pages 16 to 18 of the Financial Review.

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 
                                                                  2019          2018 
--------------------------------------------------------  ------------  ------------ 
                                                           GBP'Million   GBP'Million 
--------------------------------------------------------  ------------  ------------ 
Underlying cash result after tax                                 273.1         309.0 
Non-cash-settled share-based payments                           (28.7)        (33.4) 
Impacts of deferred tax                                         (10.4)        (31.8) 
Back-office infrastructure                                      (38.8)        (35.8) 
Impact in the year of DAC/DIR/PVIF                              (26.2)        (54.4) 
Other                                                           (22.4)          19.9 
--------------------------------------------------------  ------------  ------------ 
IFRS profit after tax                                            146.6         173.5 
Shareholder tax                                                   40.5          38.4 
--------------------------------------------------------  ------------  ------------ 
Profit before tax attributable to shareholders' returns          187.1         211.9 
Tax attributable to policyholder returns                         521.8       (296.5) 
--------------------------------------------------------  ------------  ------------ 
IFRS profit/(loss) before tax                                    708.9        (84.6) 
--------------------------------------------------------  ------------  ------------ 
 

-43-

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 
                                                                  2019          2018 
--------------------------------------------------------  ------------  ------------ 
                                                           GBP'Million   GBP'Million 
--------------------------------------------------------  ------------  ------------ 
EEV operating profit before tax                                  952.0       1,002.0 
Investment return variance                                       768.6       (460.9) 
Economic assumption changes                                     (27.0)        (15.1) 
--------------------------------------------------------  ------------  ------------ 
EEV profit before tax                                          1,693.6         526.0 
--------------------------------------------------------  ------------  ------------ 
Adjustments to IFRS basis 
Deduct: amortisation of purchased value of in-force              (3.2)         (3.2) 
Movement of balance sheet life value of in-force (net 
 of tax)                                                       (946.6)       (243.7) 
Movement of balance sheet unit trust and DFM value of 
 in-force (net of tax)                                         (310.9)        (16.5) 
Tax of movement in value of in-force                           (245.8)        (50.7) 
--------------------------------------------------------  ------------  ------------ 
Profit before tax attributable to shareholders' returns          187.1         211.9 
Tax attributable to policyholder returns                         521.8       (296.5) 
--------------------------------------------------------  ------------  ------------ 
IFRS profit/(loss) before tax                                    708.9        (84.6) 
--------------------------------------------------------  ------------  ------------ 
 
 

The movement in life, unit trust and DFM value of in-force is the difference between the opening and closing discounted value of the profits that will emerge from the in-force book over time, after adjusting for DAC and DIR impacts which are already included under IFRS.

Segment Assets

Funds Under Management (FUM)

FUM, as reported in Section 1 of the Financial Review on pages 11 and 12, is the measure of segment assets which is monitored on a monthly basis by the Board.

 
                                                              31 December  31 December 
                                                                     2019         2018 
------------------------------------------------------------  -----------  ----------- 
                                                              GBP'Million  GBP'Million 
------------------------------------------------------------  -----------  ----------- 
Investment                                                       31,220.0     27,620.0 
Pension                                                          52,840.0     40,720.0 
UT/ISA and DFM                                                   32,930.0     27,210.0 
------------------------------------------------------------  -----------  ----------- 
Total FUM                                                       116,990.0     95,550.0 
Exclude client and third-party holdings in non-consolidated 
 unit trusts and DFM                                            (5,185.1)    (4,701.6) 
Other                                                             1,742.0        666.9 
------------------------------------------------------------  -----------  ----------- 
Gross assets held to cover unit liabilities                     113,546.9     91,515.3 
IFRS intangible assets (see page 19 adjustment 2) including 
 goodwill, DAC, PVIF, reinsurance and deferred tax                  658.6        720.9 
Shareholder gross assets (see page 19)                            3,086.5      2,590.8 
------------------------------------------------------------  -----------  ----------- 
Total assets                                                    117,292.0     94,827.0 
------------------------------------------------------------  -----------  ----------- 
 

-44-

5. Fee and commission income

 
                                                      Year ended    Year ended 
                                                     31 December   31 December 
                                                            2019          2018 
--------------------------------------------------  ------------  ------------ 
                                                     GBP'Million   GBP'Million 
--------------------------------------------------  ------------  ------------ 
Advice charges (post-RDR)                                  749.7         743.2 
Third-party fee and commission income                      120.8         113.0 
Wealth management fees                                     724.8         721.9 
Investment management fees                                  71.6          85.7 
Fund tax deductions                                        521.8       (296.5) 
Discretionary fund management fees                          16.2          13.8 
--------------------------------------------------  ------------  ------------ 
Fee and commission income before DIR amortisation        2,204.9       1,381.1 
Amortisation of DIR                                        169.2         142.6 
--------------------------------------------------  ------------  ------------ 
Total fee and commission income                          2,374.1       1,523.7 
--------------------------------------------------  ------------  ------------ 
 

For all post-RDR business, advice charges are received from clients for the provision of initial and ongoing advice in relation to an investment into a St. James's Place or third-party product.

Where an investment has been made into a St. James's Place product, the initial product charge and any dealing margin is deferred and recognised as a deferred income liability. This liability is extinguished, and income recognised, over the expected life of the investment. The income is the amortisation of DIR in the table above. Ongoing product charges for St. James's Place products are recognised within wealth management fees. This line also includes advice charges on pre-RDR business, for which an explicit advice charge was not made.

Where an investment has been made into a third-party product, third-party fee and commission income is received from the product provider.

Investment management fees are received from clients for the provision of all aspects of investment management. Broadly, investment management fees match investment management expenses.

Fund tax deductions represent amounts deducted from, or credited to, the underlying funds to match policyholder tax charges or credit. This arises because the UK tax regime includes a policyholder tax element within the Group's tax arrangements. The amount of tax attributable to policyholders reflects investment return in the underlying funds. During 2019, market gains led to a significant policyholder tax charge, hence GBP521.8 million of deductions were made from the funds. In contrast, during 2018, market falls led to a significant policyholder tax credit, hence a credit of GBP296.5 million to the funds.

Discretionary fund management fees are received from clients for DFM services.

-45-

6. Investment return and movement in investment contract benefits

The majority of the business written by the Group is unit-linked investment business, and so investment contract benefits are measured by reference to the underlying net asset value of the Group's unitised investment funds. As a result, investment return on the unitised investment funds and the movement in investment contract benefits are linked.

Investment return

 
                                                                    Year ended    Year ended 
                                                                   31 December   31 December 
                                                                          2019          2018 
----------------------------------------------------------------  ------------  ------------ 
                                                                   GBP'Million   GBP'Million 
----------------------------------------------------------------  ------------  ------------ 
Investment return on net assets held to cover unit liabilities: 
Rental income                                                             94.1          90.9 
Loss on revaluation of investment properties                            (74.2)        (22.8) 
Net investment return on financial instruments classified 
 as fair value through profit and loss                                10,741.6     (3,046.0) 
----------------------------------------------------------------  ------------  ------------ 
                                                                      10,761.5     (2,977.9) 
Attributable to unit-linked insurance contract liabilities                65.4           6.6 
Attributable to unit-linked investment contract benefits              10,696.1     (2,984.5) 
----------------------------------------------------------------  ------------  ------------ 
                                                                      10,761.5     (2,977.9) 
Income attributable to third-party holdings in unit trusts             3,374.5     (1,264.7) 
----------------------------------------------------------------  ------------  ------------ 
                                                                      14,136.0     (4,242.6) 
----------------------------------------------------------------  ------------  ------------ 
Investment return on shareholder assets: 
Net investment return on financial instruments classified 
 as fair value through profit and loss                                    18.7         (4.5) 
Interest income on financial instruments held at amortised 
 cost                                                                     18.9          12.1 
----------------------------------------------------------------  ------------  ------------ 
                                                                          37.6           7.6 
----------------------------------------------------------------  ------------  ------------ 
Total investment return                                               14,173.6     (4,235.0) 
----------------------------------------------------------------  ------------  ------------ 
 
 

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 GBP1,285.6 million (2018: GBP987.7 million).

Movement in investment contract benefits

 
                                                                  2019         2018 
---------------------------------------------------------  -----------  ----------- 
                                                           GBP'Million  GBP'Million 
---------------------------------------------------------  -----------  ----------- 
Balance at 1 January                                          67,796.1     64,014.3 
Deposits                                                      10,852.9     11,307.4 
Withdrawals                                                  (4,641.4)    (4,168.5) 
Movement in unit-linked investment contract benefits          10,696.1    (2,984.5) 
Less: fees and other adjustments                             (1,145.2)      (372.6) 
---------------------------------------------------------  -----------  ----------- 
Balance at 31 December                                        83,558.5     67,796.1 
---------------------------------------------------------  -----------  ----------- 
Current                                                        5,316.4      4,188.2 
Non-current                                                   78,242.1     63,607.9 
---------------------------------------------------------  -----------  ----------- 
                                                              83,558.5     67,796.1 
---------------------------------------------------------  -----------  ----------- 
Movement in unit liabilities 
Unit-linked investment contract benefits                      10,696.1    (2,984.5) 
Third-party unit trust holdings                                3,374.5    (1,264.7) 
---------------------------------------------------------  -----------  ----------- 
Movement in investment contract benefits in consolidated 
 statement of comprehensive income                            14,070.6    (4,249.2) 
---------------------------------------------------------  -----------  ----------- 
 

-46-

7. Income and deferred taxes

Tax for the year

 
                                                           Year ended    Year ended 
                                                          31 December   31 December 
                                                                 2019          2018 
-------------------------------------------------------  ------------  ------------ 
                                                          GBP'Million   GBP'Million 
-------------------------------------------------------  ------------  ------------ 
Current tax 
UK corporation tax 
- Current year charge                                           215.7          79.1 
- Adjustment in respect of prior year                             1.0         (2.7) 
Overseas taxes 
- Current year charge                                            11.0           4.9 
- Adjustment in respect of prior year                             0.2           0.1 
-------------------------------------------------------  ------------  ------------ 
                                                                227.9          81.4 
Deferred tax 
Unrealised capital gains/(losses) in unit-linked funds          333.8       (359.2) 
Unrelieved expenses 
- Additional expenses recognised in the year                   (11.6)        (11.1) 
- Utilisation in the year                                        12.9          15.0 
Capital losses 
- Revaluation in the year                                         1.1         (1.8) 
- Utilisation in the year                                        10.3          29.7 
- Adjustment in respect of prior year                           (0.3)           2.4 
DAC, DIR and PVIF                                              (11.0)        (11.5) 
Other items                                                       1.1         (3.4) 
Overseas losses                                                 (0.7)         (0.5) 
Adjustments in respect of prior periods                         (1.2)           0.9 
-------------------------------------------------------  ------------  ------------ 
                                                                334.4       (339.5) 
Total tax charge/(credit) for the year                          562.3       (258.1) 
-------------------------------------------------------  ------------  ------------ 
Attributable to: 
- policyholders                                                 521.8       (296.5) 
- shareholders                                                   40.5          38.4 
-------------------------------------------------------  ------------  ------------ 
                                                                562.3       (258.1) 
-------------------------------------------------------  ------------  ------------ 
 

The prior year adjustment of GBP1.2 million in current tax above represents a credit of GBP0.1 million in respect of policyholder tax (2018: GBP0.9 million charge) and a charge of GBP1.3 million in respect of shareholder tax (2018: GBP3.5 million credit). The total prior year adjustments in deferred tax relate entirely to shareholder tax.

Included within the deferred tax on 'other items' is a charge of GBP1.5 million (2018: GBP0.8 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.

-47-

Reconciliation of tax charge to expected tax

 
                                                                              Year ended            Year ended 
                                                                             31 December           31 December 
                                                                                    2019                  2018 
--------------------------------------------------------------------------  ------------  ------  ------------  ------ 
                                                                             GBP'Million           GBP'Million 
--------------------------------------------------------------------------  ------------  ------  ------------  ------ 
Profit/(loss) before tax                                                           708.9                (84.6) 
Tax attributable to policyholders' returns                                       (521.8)                 296.5 
--------------------------------------------------------------------------  ------------  ------  ------------  ------ 
Profit before tax attributable to shareholders' return                             187.1                 211.9 
Shareholder tax charge at corporate tax rate of 19% (2018: 19%)                     35.5     19%          40.3     19% 
Adjustments: 
Lower rates of corporation tax in overseas subsidiaries                            (0.5)  (0.3%)         (0.3)  (0.1%) 
--------------------------------------------------------------------------  ------------  ------  ------------  ------ 
Expected shareholder tax                                                            35.0   18.7%          40.0   18.9% 
--------------------------------------------------------------------------  ------------  ------  ------------  ------ 
Effects of: 
Non-taxable income                                                                 (1.3)                 (0.2) 
Revaluation of historic capital losses in the Group                                  1.1                 (1.8) 
Adjustment in respect of prior year 
- Current tax                                                                        1.3                 (3.5) 
- Deferred tax                                                                     (1.5)                   0.9 
Differences in accounting and tax bases in relation to employee share 
 schemes                                                                             1.2                 (1.1) 
Disallowable expenses                                                                2.3                   2.0 
Other                                                                              (0.2)                     - 
Tax losses not recognised                                                            2.6                   2.1 
--------------------------------------------------------------------------  ------------  ------  ------------  ------ 
                                                                                     5.5    2.9%         (1.6)  (0.8%) 
--------------------------------------------------------------------------  ------------  ------  ------------  ------ 
Shareholder tax charge                                                              40.5   21.6%          38.4   18.1% 
Policyholder tax charge/(credit)                                                   521.8               (296.5) 
--------------------------------------------------------------------------  ------------  ------  ------------  ------ 
Total tax charge/(credit) for the year                                             562.3               (258.1) 
--------------------------------------------------------------------------  ------------  ------  ------------  ------ 
 

Tax calculated on profit/(loss) before tax at 19% (2018: 19%) would amount to GBP134.7 million (2018: GBP(16.1) million). The difference of GBP427.6 million (2018: GBP(242.0) million) between this number and the total tax of GBP562.3 million (2018: GBP(258.1) million) is made up of the reconciling items above which total GBP5.0 million (2018: GBP(1.9) million) and the effect of the apportionment methodology on tax applicable to policyholder returns of GBP422.6 million (2018: GBP(240.1) million).

Tax paid in the year

 
                                                                                              Year ended    Year ended 
                                                                                             31 December   31 December 
                                                                                                    2019          2018 
------------------------------------------------------------------------------------------  ------------  ------------ 
                                                                                             GBP'Million   GBP'Million 
------------------------------------------------------------------------------------------  ------------  ------------ 
Current tax charge for the year                                                                    227.9          81.4 
(Payments to be made)/refunds due to be received in future years in respect of current 
 year                                                                                            (115.4)           9.7 
(Refunds received)/payments made in current year in respect of prior years                         (7.9)         124.7 
Other                                                                                              (1.8)           0.7 
------------------------------------------------------------------------------------------  ------------  ------------ 
Tax paid                                                                                           102.8         216.5 
------------------------------------------------------------------------------------------  ------------  ------------ 
Tax paid can be analysed as: 
- Taxes paid in UK                                                                                  91.2         211.5 
- Taxes paid in overseas jurisdictions                                                               1.9           1.5 
- Withholding taxes suffered on investment income received                                           9.7           3.5 
------------------------------------------------------------------------------------------  ------------  ------------ 
Total                                                                                              102.8         216.5 
------------------------------------------------------------------------------------------  ------------  ------------ 
 
 

-48-

Deferred Tax balances

 
Deferred tax 
assets 
                                                Capital losses                 Fixed asset          Other 
                     Unrelieved       Deferred  (available for   Share-based     temporary      temporary 
                       expenses   income (DIR)  future relief)      payments   differences    differences        Total 
                    GBP'Million    GBP'Million     GBP'Million   GBP'Million   GBP'Million    GBP'Million  GBP'Million 
----------------  -------------  -------------  --------------  ------------  ------------  -------------  ----------- 
At 1 January 
 2018                      46.4           37.9            86.0           7.5           3.7            1.2        182.7 
(Charge)/credit 
 to the 
 statement of 
 comprehensive 
 income                   (3.9)          (2.3)          (30.3)           0.5           0.3            0.1       (35.6) 
----------------  -------------  -------------  --------------  ------------  ------------  -------------  ----------- 
At 31 December 
 2018                      42.5           35.6            55.7           8.0           4.0            1.3        147.1 
(Charge)/credit 
 to the 
 statement of 
 comprehensive 
 income                   (1.3)          (3.0)          (11.1)         (1.5)           0.9              -       (16.0) 
At 31 December 
 2019                      41.2           32.6            44.6           6.5           4.9            1.3        131.1 
----------------  -------------  -------------  --------------  ------------  ------------  -------------  ----------- 
 
Expected 
 utilisation 
 period 
----------------  -------------  -------------  --------------  ------------  ------------  -------------  ----------- 
As at 31                                               6 years       3 years       6 years 
 December 2018          6 years       14 years 
----------------  -------------  -------------  --------------  ------------  ------------  -------------  ----------- 
As at 31                                               7 years       3 years       6 years 
 December 2019          6 years       14 years 
----------------  -------------  -------------  --------------  ------------  ------------  -------------  ----------- 
 
 
 
Deferred tax 
liabilities 
                        Unrealised 
                     capital gains 
                           on life          Deferred         Purchased                              Other 
                         insurance       acquisition          value of          Renewal         temporary 
                   (BLAGAB) assets       costs (DAC)          in-force    income assets       differences        Total 
                      backing unit                     business (PVIF) 
                       liabilities 
                       GBP'Million       GBP'Million       GBP'Million      GBP'Million       GBP'Million  GBP'Million 
-----------------  ---------------  ----------------  ----------------  ---------------  ----------------  ----------- 
At 1 January 2018            445.5              84.0               4.8             10.6               1.9        546.8 
(Credit)/charge 
 to the statement 
 of comprehensive 
 income                    (359.2)            (13.1)             (0.7)            (1.4)             (0.7)      (375.1) 
Impact of 
 acquisitions                    -                 -                 -              1.2                 -          1.2 
-----------------  ---------------  ----------------  ----------------  ---------------  ----------------  ----------- 
At 31 December 
 2018                         86.3              70.9               4.1             10.4               1.2        172.9 
-----------------  ---------------  ----------------  ----------------  ---------------  ----------------  ----------- 
Charge/(credit) 
 to the statement 
 of comprehensive 
 income                      333.8            (13.4)             (0.6)            (1.7)               0.3        318.4 
Impact of 
 acquisition                     -                 -                 -              2.4                 -          2.4 
-----------------  ---------------  ----------------  ----------------  ---------------  ----------------  ----------- 
At 31 December 
 2019                        420.1              57.5               3.5             11.1               1.5        493.7 
-----------------  ---------------  ----------------  ----------------  ---------------  ----------------  ----------- 
 
Expected 
 utilisation 
 period 
-----------------  ---------------  ----------------  ----------------  ---------------  ----------------  ----------- 
As at 31 December                           14 years           7 years         20 years 
 2018                      6 years 
-----------------  ---------------  ----------------  ----------------  ---------------  ----------------  ----------- 
As at 31 December                           14 years           6 years         20 years 
 2019                      6 years 
-----------------  ---------------  ----------------  ----------------  ---------------  ----------------  ----------- 
 

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.

The expected utilisation period for the deferred tax asset on capital losses has been extended in the year. The increase reflects the impact of the extension of the existing loss restriction rules to also cover capital losses, which is expected to have effect from 1 April 2020.

At the reporting date there were unrecognised deferred tax assets of GBP12.0 million (2018: GBP7.5 million) in respect of GBP71.5 million (2018: GBP44.9 million) 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.

Future Tax Changes

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

In November 2019, the UK Prime Minister pledged to postpone this reduction in the corporation tax rate to 17%. This change has yet to be substantively enacted and therefore is not reflected in the above numbers. The impact, were the change to be substantively enacted, would be immaterial.

-49-

8. Goodwill, intangible assets, deferred acquisition costs and deferred income

 
                                                                 Computer 
                                                                 software 
                                                 Purchased            and 
                                                     value          other 
                                                        of       specific 
                                                  in-force       software 
                                     Goodwill     business   developments          DAC          DIR 
--------------------------------  -----------  -----------  -------------  -----------  ----------- 
                                  GBP'Million  GBP'Million    GBP'Million  GBP'Million  GBP'Million 
--------------------------------  -----------  -----------  -------------  -----------  ----------- 
Cost 
At 1 January 2018                        15.6         73.4           16.0      1,686.7    (1,669.4) 
Additions                                   -            -            0.1         33.7      (144.6) 
--------------------------------  -----------  -----------  -------------  -----------  ----------- 
At 31 December 2018                      15.6         73.4           16.1      1,720.4    (1,814.0) 
Additions                                   -            -            8.9         28.1      (135.6) 
--------------------------------  -----------  -----------  -------------  -----------  ----------- 
At 31 December 2019                      15.6         73.4           25.0      1,748.5    (1,949.6) 
--------------------------------  -----------  -----------  -------------  -----------  ----------- 
 
Accumulated amortisation 
At 1 January 2018                           -         46.2           13.6      1,063.7    (1,023.1) 
Charge for the year                         -          3.2            1.1         98.2      (142.6) 
--------------------------------  -----------  -----------  -------------  -----------  ----------- 
At 31 December 2018                         -         49.4           14.7      1,161.9    (1,165.7) 
Charge for the year                         -          3.2            1.4         96.6      (169.2) 
--------------------------------  -----------  -----------  -------------  -----------  ----------- 
At 31 December 2019                         -         52.6           16.1      1,258.5    (1,334.9) 
--------------------------------  -----------  -----------  -------------  -----------  ----------- 
 
Carrying value 
At 1 January 2018                        15.6         27.2            2.4        623.0      (646.3) 
--------------------------------  -----------  -----------  -------------  -----------  ----------- 
At 31 December 2018                      15.6         24.0            1.4        558.5      (648.3) 
--------------------------------  -----------  -----------  -------------  -----------  ----------- 
At 31 December 2019                      15.6         20.8            8.9        490.0      (614.7) 
--------------------------------  -----------  -----------  -------------  -----------  ----------- 
Current                                     -          3.2            2.4         92.2      (156.0) 
Non-current                              15.6         17.6            6.5        397.8      (458.7) 
--------------------------------  -----------  -----------  -------------  -----------  ----------- 
                                         15.6         20.8            8.9        490.0      (614.7) 
--------------------------------  -----------  -----------  -------------  -----------  ----------- 
 
Outstanding amortisation period 
At 31 December 2018                       n/a      7 years        3 years     14 years   6-14 years 
--------------------------------  -----------  -----------  -------------  -----------  ----------- 
At 31 December 2019                       n/a      6 years      2-5 years     14 years   6-14 years 
--------------------------------  -----------  -----------  -------------  -----------  ----------- 
 

-50-

Goodwill

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

 
                               31 December  31 December 
                                      2019         2018 
-----------------------------  -----------  ----------- 
                               GBP'Million  GBP'Million 
-----------------------------  -----------  ----------- 
SJP Asia companies                    10.1         10.1 
Technical Connection Limited           3.7          3.7 
Rowan Dartington companies             1.8          1.8 
-----------------------------  -----------  ----------- 
Balance at 31 December                15.6         15.6 
-----------------------------  -----------  ----------- 
 

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 on experience: Value of new business

Projection period: Five years of detailed forecasts extrapolated into perpetuity

using a long-term growth rate

   Long-term growth rate based on economic forecasts:                       1.3% (2018: 1.3%) 
   Pre-tax discount rate based on a risk-free rate plus a risk margin:    4.0% (2018: 4.5%) 

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

Purchased 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.

-51-

9. Property and equipment, including leased assets

 
                                              Fixtures, fittings                    Leased 
                                                      and office     Computer      assets: 
                                                       equipment    equipment   properties        Total 
--------------------------------------------  ------------------  -----------  -----------  ----------- 
                                                     GBP'Million  GBP'Million  GBP'Million  GBP'Million 
--------------------------------------------  ------------------  -----------  -----------  ----------- 
Cost 
At 1 January 2018                                           46.2          5.7            -         51.9 
Additions                                                    6.6          2.0            -          8.6 
Disposals                                                  (0.1)            -            -        (0.1) 
--------------------------------------------  ------------------  -----------  -----------  ----------- 
At 31 December 2018                                         52.7          7.7            -         60.4 
Recognised on adoption of IFRS 16 Leases                       -            -         91.8         91.8 
Additions                                                   16.2          1.1         49.7         67.0 
Disposals                                                  (0.8)        (0.4)            -        (1.2) 
--------------------------------------------  ------------------  -----------  -----------  ----------- 
At 31 December 2019                                         68.1          8.4        141.5        218.0 
--------------------------------------------  ------------------  -----------  -----------  ----------- 
 
Accumulated depreciation 
At 1 January 2018                                           22.7          2.8            -         25.5 
Charge for the year                                          4.7          1.8            -          6.5 
Eliminated on disposal                                     (0.1)            -            -        (0.1) 
--------------------------------------------  ------------------  -----------  -----------  ----------- 
At 31 December 2018                                         27.3          4.6            -         31.9 
Charge for the year                                          4.0          1.8         14.9         20.7 
Eliminated on disposal                                     (0.7)        (0.2)            -        (0.9) 
--------------------------------------------  ------------------  -----------  -----------  ----------- 
At 31 December 2019                                         30.6          6.2         14.9         51.7 
--------------------------------------------  ------------------  -----------  -----------  ----------- 
 
Net book value 
At 1 January 2018                                           23.5          2.9            -         26.4 
--------------------------------------------  ------------------  -----------  -----------  ----------- 
At 31 December 2018                                         25.4          3.1            -         28.5 
--------------------------------------------  ------------------  -----------  -----------  ----------- 
At 31 December 2019                                         37.5          2.2        126.6        166.3 
--------------------------------------------  ------------------  -----------  -----------  ----------- 
 
Amortisation period (estimated useful life)           5-15 years      3 years   1-23 years 
--------------------------------------------  ------------------  -----------  -----------  ----------- 
 

Leased assets - properties were recognised for the first time on 1 January 2019, upon adoption of IFRS 16 Leases. Further information about the adoption of this new accounting standard can be found in Note 2.

-52-

10. Leases

This note provides information on leases where the Group is a lessee. For information on leases where the Group is a lessor, refer to Note 11.

THE GROUP'S LEASING ACTIVITIES AND HOW THESE ARE ACCOUNTED FOR

The Group leases a portfolio of office properties, equipment and vehicles. The exemptions available under IFRS 16 for low-value or short-term leases have been applied to all leased equipment and vehicles, and so the leased assets and lease liabilities on the consolidated statement of financial position, and the depreciation charge for leased assets and interest expense on lease liabilities in the consolidated statement of comprehensive income, relate to the Group's portfolio of office properties only.

Leases are negotiated on an individual basis and hence contain a variety of different terms and conditions. They contain covenants and restrictions but generally these are standard and to be expected in a modern, commercial lease created under open-market terms. Typical covenants include paying the annual rent, insurance premiums, service charge, rates and VAT and keeping the property in good repair and condition throughout the lease. Typical restrictions include permitting office use only and not transferring or assigning the lease to a third party without the lessor's consent. There are no residual value guarantees.

At 31 December 2019 the Group has committed to the lease of an office property, which will commence on 1 January 2020 with a 15-year lease term and annual rent payments of GBP1.0 million excluding VAT. On the commencement date of this lease, in accordance with IFRS 16 the Group will recognise a right-of-use asset of GBP11.7 million and a lease liability of GBP11.4 million.

The Group is exposed to variability in lease payments as a number of leases include rent reviews during the lease term which are linked to an index or market rates. In accordance with IFRS 16, these variable lease payments are initially measured based on the index or rate at the commencement date of the lease. Estimates of future rent changes are not made; these changes are taken into account in the lease liabilities and leased assets only when the lease payments change and so the variability is resolved. There are no variable lease payments which are not linked to an index or market rates.

The Group has not entered into any sale and leaseback transactions.

The disclosures required upon transition to IFRS 16 are set out in Note 2.

AMOUNTS RECOGNISED IN THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION

The following amounts are recognised in the consolidated statement of financial position:

 
                                                              31 December    1 January 
                                                                     2019      2019(1) 
------------------------------------------------------------  -----------  ----------- 
                                                              GBP'Million  GBP'Million 
------------------------------------------------------------  -----------  ----------- 
Within the property and equipment balance - refer to Note 9 
Leased assets - properties                                          126.6         91.8 
------------------------------------------------------------  -----------  ----------- 
Within the other payables balance - refer to Note 13 
Lease liabilities - properties                                      118.6         83.2 
------------------------------------------------------------  -----------  ----------- 
 

(1) Comparatives are presented as at 1 January 2019, being the date of transition to IFRS 16 and hence the date of initial recognition for these balances.

A movement schedule for leased assets, setting out additions during the year and depreciation charged, is presented in Note 9.

AMOUNTS RECOGNISED IN THE CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

The following amounts are recognised within expenses in the consolidated statement of comprehensive income:

 
                                                       Year ended 
                                                      31 December 
                                                             2019 
---------------------------------------------------  ------------ 
                                                      GBP'Million 
---------------------------------------------------  ------------ 
Depreciation charge for leased assets - properties           14.9 
Interest expense on lease liabilities - properties            2.9 
Lease expense relating to short-term leases                   2.6 
Lease expense relating to low-value assets                    1.3 
---------------------------------------------------  ------------ 
Total lease expense for the year                             21.7 
---------------------------------------------------  ------------ 
Total cash outflow for leases during the year                11.1 
---------------------------------------------------  ------------ 
 

-53-

11. Investments, investment property and cash and cash equivalents

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. The assets held to cover unit liabilities are set out in adjustment 1 of the IFRS to Solvency II Net Assets Balance Sheet reconciliation on page 19.

 
                                               31 December  31 December 
                                                      2019         2018 
---------------------------------------------  -----------  ----------- 
                                               GBP'Million  GBP'Million 
---------------------------------------------  -----------  ----------- 
Assets 
Investment property                                1,750.9      1,820.7 
Equities                                          72,694.2     56,077.9 
Fixed income securities                           26,270.4     21,960.6 
Investment in Collective Investment Schemes        4,034.6      3,459.1 
Cash and cash equivalents                          6,720.8      6,629.1 
Other receivables                                    733.1      1,059.1 
Derivative financial instruments 
- Currency forwards                                  588.2        153.7 
- Interest rate swaps                                 76.7         70.0 
- Index options                                       23.3         45.6 
- Contracts for differences                          359.3          8.4 
- Equity rate swaps                                    8.1          3.5 
- Foreign currency options                             7.0         21.4 
- Total return swaps                                 129.0        139.0 
- Fixed income options                                41.4         55.9 
- Credit default swaps                               109.9         11.3 
Total derivative financial assets                  1,342.9        508.8 
---------------------------------------------  -----------  ----------- 
Total assets                                     113,546.9     91,515.3 
---------------------------------------------  -----------  ----------- 
Liabilities 
Other payables                                       745.4        277.7 
Derivative financial instruments 
- Currency forwards                                  295.2        199.4 
- Interest rate swaps                                 81.5         52.2 
- Index options                                       49.1         26.5 
- Contracts for differences                          357.7         10.1 
- Equity rate swaps                                   40.1          5.8 
- Foreign currency options                             6.1          0.7 
- Total return swaps                                  88.3        194.5 
- Credit default swaps                                24.2         20.6 
- Fixed income options                                 6.6          7.6 
Total derivative financial liabilities               948.8        517.4 
---------------------------------------------  -----------  ----------- 
Total liabilities                                  1,694.2        795.1 
---------------------------------------------  -----------  ----------- 
Net assets held to cover linked liabilities      111,852.7     90,720.2 
---------------------------------------------  -----------  ----------- 
Investment contract benefits                      83,558.5     67,796.1 
Net asset value attributable to unit holders      27,830.0     22,502.9 
Unit-linked insurance contract liabilities           464.2        421.2 
---------------------------------------------  -----------  ----------- 
Net unit-linked liabilities                      111,852.7     90,720.2 
---------------------------------------------  -----------  ----------- 
 

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 the corresponding unit liabilities are repayable and transferable on demand.

-54-

Investment Property

 
                                                 31 December  31 December 
                                                        2019         2018 
-----------------------------------------------  -----------  ----------- 
                                                 GBP'Million  GBP'Million 
-----------------------------------------------  -----------  ----------- 
Balance at 1 January                                 1,820.7      1,630.9 
Additions                                               42.5        274.0 
Capitalised expenditure on existing properties          14.4          3.3 
Disposals                                             (52.5)       (64.7) 
Changes in fair value                                 (74.2)       (22.8) 
-----------------------------------------------  -----------  ----------- 
Balance at 31 December                               1,750.9      1,820.7 
-----------------------------------------------  -----------  ----------- 
 

The Group is the lessor for a portfolio of properties which meet the definition of investment property. The portfolio is held within unit-linked funds, leased out under operating leases and is considered current. However, since investment properties are not traded in an organised public market they are relatively illiquid compared with many other asset classes. There are no restrictions on the realisability of the Group's individual properties, or on the remittance of income or proceeds of disposal.

The Group follow various strategies to minimise the risks associated with any rights the Group retains in the investment properties. These strategies include:

-- actively reviewing and monitoring the condition of the properties and maintaining appropriate repairs, capital works projects and investments;

-- engaging professional legal advisors in drafting prudent lease terms governing the use of the properties and engaging specialist asset managers to oversee adherence to these terms on an ongoing basis;

   --        actively reviewing and monitoring lessee financial covenant positions; 
   --        maintaining appropriate and prudent insurance for the properties; and 

-- senior management regularly reviewing the investment property portfolio to oversee diversification and performance, and to maximise value and occupancy rates.

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: that is, using prices and other relevant information generated by market transactions involving identical or comparable (i.e. similar) assets.

The historical cost of investment properties held at 31 December 2019 is GBP1,726.7 million (2018: GBP1,706.6 million). This represents the price paid for investment properties, prior to any subsequent revaluation.

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 
                                    2019          2018 
--------------------------  ------------  ------------ 
                             GBP'Million   GBP'Million 
--------------------------  ------------  ------------ 
Rental income                       94.1          90.9 
Direct operating expenses            8.1           7.6 
--------------------------  ------------  ------------ 
 

At the year end contractual obligations to purchase, construct or develop investment property amounted to GBP24.5 million (2018: GBP23.0 million). The most significant contractual obligations at 31 December 2019 were:

-- GBP13.7 million for the funding of a pre-let hotel development, which commenced in 2018 and is scheduled for completion in 2020. The lease will complete upon delivery of the finished building; and

-- GBP5.6 million for the redevelopment of a vacant 2.9 acre estate to accommodate modern, high-quality industrial space, also scheduled for completion in 2020.

Contractual obligations to dispose of investment property amounted to nil (2018: GBPnil).

A maturity analysis of undiscounted contractual rental income to be received on an annual basis for the next five years, and the total to be received thereafter, is set out below.

 
                                                              31 December 
                                                                     2019 
------------------------------------------------------------  ----------- 
                                                              GBP'Million 
------------------------------------------------------------  ----------- 
Undiscounted contractual rental income to be received in: 
2020                                                                 86.8 
2021                                                                 83.4 
2022                                                                 77.3 
2023                                                                 71.7 
2024                                                                 65.0 
2025 onwards                                                        339.1 
------------------------------------------------------------  ----------- 
Total undiscounted contractual rental income to be received         723.3 
------------------------------------------------------------  ----------- 
 

-55-

Cash and cash equivalents

 
                                                               31 December  31 December 
                                                                      2019         2018 
-------------------------------------------------------------  -----------  ----------- 
                                                               GBP'Million  GBP'Million 
-------------------------------------------------------------  -----------  ----------- 
Cash and cash equivalents not held to cover unit liabilities         292.8        248.5 
Balances held to cover unit liabilities                            6,720.8      6,629.1 
-------------------------------------------------------------  -----------  ----------- 
Total cash and cash equivalents                                    7,013.6      6,877.6 
-------------------------------------------------------------  -----------  ----------- 
 

All cash and cash equivalents are considered current.

12. Other receivables

 
                                                                               31 December  31 December 
                                                                                      2019         2018 
-----------------------------------------------------------------------------  -----------  ----------- 
                                                                               GBP'Million  GBP'Million 
-----------------------------------------------------------------------------  -----------  ----------- 
Receivables in relation to unit liabilities excluding policyholder interests         313.6          1.0 
Other receivables in relation to insurance and unit trust business                    83.6         68.6 
Operational readiness prepayment                                                     299.2        236.4 
Advanced payments to Partners                                                         59.8         44.9 
Other prepayments                                                                     67.6         70.1 
Business loans to Partners                                                           476.5        394.5 
Renewal income assets                                                                 85.7         72.1 
Miscellaneous                                                                          5.9          2.5 
-----------------------------------------------------------------------------  -----------  ----------- 
Total other receivables on the Solvency II Net Assets Balance Sheet(1)             1,391.9        890.1 
-----------------------------------------------------------------------------  -----------  ----------- 
Policyholder interests in other receivables (see Note 11)                            733.1      1,059.1 
Miscellaneous (see adjustment 2 on page 19)                                            2.1          3.1 
-----------------------------------------------------------------------------  -----------  ----------- 
Total other receivables                                                            2,127.1      1,952.3 
-----------------------------------------------------------------------------  -----------  ----------- 
Current                                                                            1,310.9      1,297.7 
Non-current                                                                          816.2        654.6 
-----------------------------------------------------------------------------  -----------  ----------- 
                                                                                   2,127.1      1,952.3 
-----------------------------------------------------------------------------  -----------  ----------- 
 

1 This note has been represented in 2019 to include a sub-total for 'Total other receivables on the Solvency II Net Assets Balance Sheet'.

All items within other receivables meet the definition of financial assets with the exception of prepayments and advanced payments to Partners. The fair value of those financial assets held at amortised cost is not materially different from amortised cost.

Receivables in relation to unit liabilities and policyholder interests in other receivables primarily relate to outstanding market trade settlements (sales) in the life unit-linked funds and the consolidated unit trusts. Other receivables in relation to insurance and unit trust business primarily relate to outstanding policy-related settlement timings. Both of these categories of receivables are short-term, typically settled within three days.

The operational readiness prepayment relates to the Bluedoor administration platform which has been developed by our key outsourced back-office administration provider. Management has assessed the recoverability of this prepayment against the expected cost saving benefit of lower future tariff costs arising from the new platform. It is believed that any reasonably possible change in the assumptions applied within this assessment, such as levels of future business, the anticipated future service tariffs and the discount rate, would have no impact on the carrying value of the asset.

Renewal income assets represent the present value of future cash flows associated with books of business acquired by the Group. Typically they arise through business combinations, where the asset represents the value of non-Group related business on the date of acquisition.

Business loans to Partners

 
                                                          31 December  31 December 
                                                                 2019         2018 
--------------------------------------------------------  -----------  ----------- 
                                                          GBP'Million  GBP'Million 
--------------------------------------------------------  -----------  ----------- 
Business loans to Partners directly funded by the Group         316.0        295.5 
Securitised business loans to Partners                          160.5         99.0 
--------------------------------------------------------  -----------  ----------- 
Total business loans to Partners                                476.5        394.5 
--------------------------------------------------------  -----------  ----------- 
 

Business loans to Partners are interest-bearing (linked to Bank of England base rate plus a margin), repayable in line with the terms of the loan contract and secured against the future income streams of the Partner.

The Group has securitised GBP160.5 million (31 December 2018: GBP99.0 million) of the business loans to Partners portfolio. Legal ownership of the securitised business loans to Partners has been transferred to a structured entity, SJP Partner Loans No.1 Limited, which has issued loan notes secured upon them. Note 14 Borrowings and financial commitments provides information on these loan notes. The securitised business loans to Partners are ring-fenced from the other assets of the Group, which means that the cash flows associated with these business loans to Partners can only be used to purchase new loans into the structure or repay the note holders, plus associated issuance fees and costs. Holders of the loan notes have no recourse to the Group's other assets.

The securitised business loans to Partners remain recognised on the Group statement of financial position as the Group controls SJP Partner Loans No.1 Limited: refer to the Consolidation judgement in Note 3 for further information.

-56-

Reconciliation of the business loans to Partners opening and closing gross loan balances

 
                                                                      Stage 2      Stage 3 
                                                         Stage 1       under-         non- 
                                                      performing   performing   performing        Total 
---------------------------------------------------  -----------  -----------  -----------  ----------- 
                                                     GBP'Million  GBP'Million  GBP'Million  GBP'Million 
---------------------------------------------------  -----------  -----------  -----------  ----------- 
Gross balance at 1 January 2019                            383.0          7.6          7.0        397.6 
Business loans to Partners classification changes: 
- Transfer to underperforming                              (9.5)          9.5            -            - 
- Transfer to non-performing                               (3.4)        (0.1)          3.5            - 
- Transfer to performing                                     4.7        (3.8)        (0.9)            - 
New lending activity during the year                       230.9            -            -        230.9 
Interest charged during the year                            18.2          0.4          0.3         18.9 
Repayments activity during the year                      (164.1)        (0.7)        (2.4)      (167.2) 
Write-off for non-credit related reasons                   (0.1)            -            -        (0.1) 
---------------------------------------------------  -----------  -----------  -----------  ----------- 
Gross balance at 31 December 2019                          459.7         12.9          7.5        480.1 
---------------------------------------------------  -----------  -----------  -----------  ----------- 
 
 
                                                                      Stage 2      Stage 3 
                                                         Stage 1       under-         non- 
                                                      performing   performing   performing        Total 
---------------------------------------------------  -----------  -----------  -----------  ----------- 
                                                     GBP'Million  GBP'Million  GBP'Million  GBP'Million 
---------------------------------------------------  -----------  -----------  -----------  ----------- 
Gross balance at 1 January 2018                            252.0          8.3          8.1        268.4 
Business loans to Partners classification changes: 
- Transfer to underperforming                              (5.0)          5.0            -            - 
- Transfer to non-performing                               (0.2)        (0.1)          0.3            - 
- Transfer to performing                                     5.0        (5.0)            -            - 
New lending activity during the year                       296.5            -            -        296.5 
Interest charged during the year(1)                         11.3          0.5          0.3         12.1 
Repayments activity during the year(1)                   (176.6)        (1.1)        (1.7)      (179.4) 
---------------------------------------------------  -----------  -----------  -----------  ----------- 
Gross balance at 31 December 2018                          383.0          7.6          7.0        397.6 
---------------------------------------------------  -----------  -----------  -----------  ----------- 
 

1 In 2018, interest charged was netted against repayments, hence the total repayments for the year were given as GBP167.3 million. For 2019, interest has been presented separately, and so the 2018 table has been represented accordingly.

Business loans to Partners: provision

The expected loss impairment model for business loans to Partners is based on the levels of loss experienced in the portfolio, with due consideration given to forward-looking information.

The provision held against business loans to Partners is immaterial: at 31 December 2019, the provision was GBP3.6 million (31 December 2018: GBP3.1 million). During the year, GBP0.2 million of the provision was released (2018: GBP0.6 million) whilst new provisions and adjustments to existing provisions increased the total by GBP0.7 million (2018: GBP1.4 million).

There is no provision held against any other receivables held at amortised cost.

Business loans to Partners as recognised on the statement of financial position

 
                                   31 December  31 December 
                                          2019         2018 
---------------------------------  -----------  ----------- 
                                   GBP'Million  GBP'Million 
---------------------------------  -----------  ----------- 
Gross business loans to Partners         480.1        397.6 
Provision                                (3.6)        (3.1) 
---------------------------------  -----------  ----------- 
Net business loans to Partners           476.5        394.5 
---------------------------------  -----------  ----------- 
 

-57-

Movement in renewal income assets

 
                                                    2019         2018 
------------------------------------------- 
                                             GBP'Million  GBP'Million 
-------------------------------------------  -----------  ----------- 
At 1 January                                        72.1         71.6 
Additions                                           17.1          9.7 
Disposals                                              -        (0.2) 
Revaluation                                        (3.5)        (9.0) 
-------------------------------------------  -----------  ----------- 
Total renewal income assets at 31 December          85.7         72.1 
-------------------------------------------  -----------  ----------- 
 

The key assumptions used for the assessment of the fair value of the renewal income are as follows:

 
                                                                     31 December       31 December 
                                                                            2019              2018 
--------------------------------------------------------------  ----------------  ---------------- 
Lapse rate - SJP Partner renewal income(1)                            5.0%-15.0%        5.0%-15.0% 
Lapse rate - non-SJP renewal income(1)                               15.0%-25.0%       15.0%-25.0% 
Discount rate                                                         5.8% -7.5%         5.0%-7.5% 
--------------------------------------------------------------  ----------------  ---------------- 
1 Future income streams are projected making use of retention assumptions derived from the 
 Group's experience of the business or, where insufficient data exists, from external industry 
 experience. These assumptions are reviewed on an annual basis. 
 

These assumptions have been used for the analysis of each business combination classified within renewal income.

13. Other payables

 
                                                                               31 December  31 December 
                                                                                      2019         2018 
-----------------------------------------------------------------------------  -----------  ----------- 
                                                                               GBP'Million  GBP'Million 
-----------------------------------------------------------------------------  -----------  ----------- 
Payables in relation to unit liabilities excluding policyholder interests            106.8        282.6 
Other payables in relation to insurance and unit trust business                      411.0        336.9 
Accrual for ongoing advice fees                                                      118.1        107.3 
Other accruals(1)                                                                     72.1         90.1 
Contract payment(2)                                                                   77.9         85.3 
Lease liabilities                                                                    118.6            - 
Miscellaneous(1,2)                                                                   129.2         54.7 
-----------------------------------------------------------------------------  -----------  ----------- 
Total other payables on the Solvency II Net Assets Balance Sheet(2)                1,033.7        956.9 
-----------------------------------------------------------------------------  -----------  ----------- 
Policyholder interests in other payables (see Note 11)                               745.4        277.7 
Miscellaneous (see adjustment 2 on page 19)                                            3.6         56.2 
-----------------------------------------------------------------------------  -----------  ----------- 
Total other payables                                                               1,782.7      1,290.8 
-----------------------------------------------------------------------------  -----------  ----------- 
Current                                                                            1,605.7      1,213.7 
Non-current                                                                          177.0         77.1 
-----------------------------------------------------------------------------  -----------  ----------- 
                                                                                   1,782.7      1,290.8 
-----------------------------------------------------------------------------  -----------  ----------- 
1 Following a review of accruals during 2019, a balance of GBP61.1 million relating to payables 
 to Partners at 31 December 2018 has been reclassified from other accruals to miscellaneous. 
 2 This note has been represented in 2019 to include a sub-total for total other payables on 
 the Solvency II Net Assets Balance Sheet and to separate the contract payment from miscellaneous. 
 

Payables in relation to unit liabilities and policyholder interests in other payables primarily relate to outstanding market trade settlements (purchases) in the life unit-linked funds and the consolidated unit trusts. Other payables in relation to insurance and unit trust business primarily relate to outstanding policy-related settlement timings. Both of these categories of payables are short-term, typically settled within three days.

The contract payment of GBP77.9 million (2018: GBP85.3 million) is non-interest bearing and repayable on a straight-line basis over the life of a 12-year service agreement. The repayment period commenced on 1 January 2017.

Lease liabilities represent the present value of future cash flows associated with the Group's portfolio of property leases. They were initially recognised on 1 January 2019, upon adoption of IFRS 16 Leases. Further information about the adoption of this new accounting standard can be found on in Note 2.

The fair value of financial instruments held at amortised cost within other payables is not materially different from amortised cost.

-58-

14. Borrowings and financial commitments

Borrowings

Borrowings are a liability arising from financing activities. The Group has two different types of borrowings:

-- senior unsecured corporate borrowings which are used to manage working capital, bridge intra-Group cash flows and to fund investment in the business; and

-- securitisation loan notes which are secured only on a legally segregated pool of the Group's business loans to Partners, and hence are non-recourse to the Group's other assets. Further information about business loans to Partners is provided in Note 12 Other receivables.

Senior unsecured corporate borrowings

 
                                        31 December  31 December 
                                               2019         2018 
--------------------------------------  -----------  ----------- 
                                        GBP'Million  GBP'Million 
--------------------------------------  -----------  ----------- 
Corporate borrowings: bank loans              173.3        164.8 
Corporate borrowings: loan notes              113.8        113.8 
--------------------------------------  -----------  ----------- 
Senior unsecured corporate borrowings         287.1        278.6 
--------------------------------------  -----------  ----------- 
 

The primary senior unsecured corporate borrowings are:

-- a GBP340 million revolving credit facility which is repayable at maturity in 2022 with a variable interest rate. At 31 December 2019 the undrawn credit available under this facility was GBP170 million (31 December 2018: GBP179 million); and

-- a US Dollar $160 million private shelf facility, under which the Group has issued two tranches of loan notes: one for GBP50 million and another for GBP64 million. The note issues were denominated in Sterling, eliminating any Group currency risk. The notes are repayable over ten years, ending in 2025 and 2027 respectively, with variable interest rates.

Senior tranche of non-recourse securitisation loan notes

 
                                                           31 December  31 December 
                                                                  2019         2018 
---------------------------------------------------------  -----------  ----------- 
                                                           GBP'Million  GBP'Million 
---------------------------------------------------------  -----------  ----------- 
Senior unsecured corporate borrowings                            287.1        278.6 
Senior tranche of non-recourse securitisation loan notes         116.6         70.0 
---------------------------------------------------------  -----------  ----------- 
Total borrowings                                                 403.7        348.6 
---------------------------------------------------------  -----------  ----------- 
Current                                                              -          0.3 
Non-current                                                      403.7        348.3 
---------------------------------------------------------  -----------  ----------- 
                                                                 403.7        348.6 
---------------------------------------------------------  -----------  ----------- 
 

The senior tranche of securitisation loan notes are AAA-rated and repayable over the expected life of the securitisation (estimated to be five years) with a variable interest rate. GBP70.0 million of these loan notes were issued during 2018 with a further GBP50.0 million issued during 2019: a movement schedule has been set out below. They are held by third-party investors and are secured on a legally segregated portfolio of GBP160.5 million business loans to Partners, and the other net assets of the securitisation entity SJP Partner Loans No.1 Limited. For further information on business loans to Partners, including those that have been securitised, refer to Note 12 Other receivables. Holders of the securitisation loan notes have no recourse to the assets held by any other entity within the Group.

In addition to the senior tranche of securitisation loan notes, a junior tranche has been issued to another entity within the Group. The junior notes are eliminated on consolidation in the preparation of the Group financial statements and so do not form part of Group borrowings.

 
                                                           31 December  31 December 
                                                                  2019         2018 
---------------------------------------------------------  -----------  ----------- 
                                                           GBP'Million  GBP'Million 
---------------------------------------------------------  -----------  ----------- 
Junior tranche of non-recourse securitisation loan notes          49.9         32.8 
Senior tranche of non-recourse securitisation loan notes         116.6         70.0 
---------------------------------------------------------  -----------  ----------- 
Total non-recourse securitisation loan notes                     166.5        102.8 
---------------------------------------------------------  -----------  ----------- 
Backed by: 
Securitised business loans to Partners (see Note 12)             160.5         99.0 
Other net assets of SJP Partner Loans No.1 Limited                 6.0          3.8 
---------------------------------------------------------  -----------  ----------- 
Total net assets held by SJP Partner Loans No.1 Limited          166.5        102.8 
---------------------------------------------------------  -----------  ----------- 
 

-59-

Movement in borrowings

Borrowings are liabilities arising from financing activities. The cash and non-cash movement in borrowings over the year are set out below, with the cash movements also set out in the consolidated statement of cash flows on page 38.

 
                      Senior unsecured    Senior tranche        Total  Senior unsecured    Senior tranche        Total 
                             corporate                of   borrowings         corporate                of   borrowings 
                            borrowings    securitisation                     borrowings    securitisation 
                                              loan notes                                       loan notes 
--------------------  ----------------  ----------------  -----------  ----------------  ----------------  ----------- 
                                  2019              2019         2019              2018              2018         2018 
                      ----------------  ----------------  -----------  ----------------  ----------------  ----------- 
                           GBP'Million       GBP'Million  GBP'Million       GBP'Million       GBP'Million  GBP'Million 
--------------------  ----------------  ----------------  -----------  ----------------  ----------------  ----------- 
Borrowings at 1 
 January                         278.6              70.0        348.6             279.9                 -        279.9 
Additional borrowing 
 during the year                 340.0              50.0        390.0             161.0              71.5        232.5 
Repayment of 
 borrowings during 
 the year                      (332.0)             (2.8)      (334.8)           (162.2)                 -      (162.2) 
Costs on additional 
 borrowings during 
 the year                            -             (1.0)        (1.0)             (0.5)             (1.5)        (2.0) 
Unwind of borrowing 
 costs (non-cash 
 movement)                         0.5               0.4          0.9               0.4                 -          0.4 
--------------------  ----------------  ----------------  -----------  ----------------  ----------------  ----------- 
Borrowings at 31 
 December                        287.1             116.6        403.7             278.6              70.0        348.6 
--------------------  ----------------  ----------------  -----------  ----------------  ----------------  ----------- 
 

The fair value of the outstanding borrowings is not materially different from amortised cost. Interest expense on borrowings is recognised within expenses in the consolidated statement of comprehensive income.

Financial Commitments

Guarantees

The Group 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. For this third party the Group guarantees to cover losses up to 50% of the value to the total loans drawn. These loans are secured against the future 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 
                                2019         2018         2019         2018 
                         -----------  -----------  -----------  ----------- 
                         GBP'Million  GBP'Million  GBP'Million  GBP'Million 
-----------------------  -----------  -----------  -----------  ----------- 
Bank of Scotland                57.7         61.7         70.0         80.0 
Investec                        18.5            -         25.0            - 
Metro Bank                      45.7         52.5         61.0         61.0 
Royal Bank of Scotland          15.1            -         25.0            - 
Santander                       44.5         49.5         50.0         50.0 
-----------------------  -----------  -----------  -----------  ----------- 
Total loans                    181.5        163.7        231.0        191.0 
-----------------------  -----------  -----------  -----------  ----------- 
 

The fair value of these guarantees has been assessed as nil (2018: GBPnil).

Operating lease commitments

The Group leases a portfolio of office properties, equipment and vehicles with varying lease end dates ranging from 2020 to 2042 . Prior to the adoption of IFRS 16 Leases on 1 January 2019, these were classified as operating leases. The following table represents the future minimum lease payments under non-cancellable operating leases, including VAT, service charges and buildings insurance. No disclosure is provided for 2019 as from 1 January 2019, the distinction between finance and operating leases disappeared for lessees and the Group recognised right-of-use assets for these leases, except where they are short-term or low-value.

Further information on leases for which the Group is the lessee is provided in Note 10 Leases.

 
                                                    31 December  31 December 
                                                           2019         2018 
--------------------------------------------------  -----------  ----------- 
                                                    GBP'Million  GBP'Million 
--------------------------------------------------  -----------  ----------- 
Not later than one year                                       -         18.0 
Later than one year and not later than five years             -         53.7 
Later than five years                                         -         69.6 
--------------------------------------------------  -----------  ----------- 
Total financial commitments                                   -        141.3 
--------------------------------------------------  -----------  ----------- 
 

-60-

15. Capital management and allocation

The Group's Capital Management policy, set by the Board, is 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.

The policy requires that each subsidiary manages its own capital, in particular to maintain regulatory solvency, in the context of a Group capital plan. Any capital in excess of planned requirements is returned to the Group's Parent Company, St. James's Place plc, normally by way of dividends. The Group capital position is monitored by the Audit Committee on behalf of the St. James's Place plc Board.

Regulatory capital

The Group's capital management 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, recognising the regulatory requirement. For other regulated companies we generally hold capital based on the regulatory requirement uplifted by a specified margin.

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

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 capital position of the Group under Solvency II regulations is set out in the separate Solvency and Financial Condition Report document. The overall capital position for the Group at 31 December 2019, assessed on the standard formula basis, is presented in the following table:

 
                                                                     31 December  31 December 
                                                                            2019         2018 
-------------------------------------------------------------------  -----------  ----------- 
                                                                     GBP'Million  GBP'Million 
-------------------------------------------------------------------  -----------  ----------- 
IFRS total assets                                                      117,292.0     94,827.0 
Less Solvency II valuation adjustments and unit-linked liabilities   (116,235.2)   (93,719.0) 
-------------------------------------------------------------------  -----------  ----------- 
Solvency II net assets                                                   1,056.8      1,108.0 
Solvency II VIF                                                          4,303.5      3,388.8 
Risk margin                                                            (1,213.3)      (989.4) 
-------------------------------------------------------------------  -----------  ----------- 
Own funds (A)                                                            4,147.0      3,507.4 
-------------------------------------------------------------------  -----------  ----------- 
Standard formula SCR (B)                                                 3,148.0      2,447.3 
-------------------------------------------------------------------  -----------  ----------- 
Solvency II free assets (A-B)                                              999.0      1,060.1 
-------------------------------------------------------------------  -----------  ----------- 
Solvency II ratio (A/B)                                                     132%         143% 
-------------------------------------------------------------------  -----------  ----------- 
 
 
                                         31 December  31 December 
                                                2019         2018 
---------------------------------------  -----------  ----------- 
                                         GBP'Million  GBP'Million 
---------------------------------------  -----------  ----------- 
Solvency II net assets                       1,056.8      1,108.0 
Less: Management Solvency Buffer (MSB)       (476.2)      (491.0) 
---------------------------------------  -----------  ----------- 
Excess of free assets over MSB                 580.6        617.0 
---------------------------------------  -----------  ----------- 
 
 

-61-

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 ORSA section of the Risk and Risk Management report; refer to pages 28 and 29.

The regulatory capital requirements of companies within the Group, and the associated solvency of the Group, are assessed and monitored by the Finance Executive Committee, a Committee of the Executive Board, with oversight by the Audit Committee on behalf of the Group Board. Ultimate responsibility for individual companies' regulatory capital lies with the relevant subsidiary boards.

There has been no material change in the level of capital requirements of individual companies during the year, nor in the Group's management of capital. All regulated entities exceeded the minimum solvency requirements at the reporting date and during the year.

IFRS capital composition

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

 
                            31 December  31 December 
                                   2019         2018 
--------------------------  -----------  ----------- 
                            GBP'Million  GBP'Million 
--------------------------  -----------  ----------- 
Share capital                      80.2         79.4 
Share premium                     182.4        174.5 
Shares in trust reserve          (16.4)       (23.7) 
Miscellaneous reserves              2.5          2.5 
Retained earnings                 699.4        787.3 
--------------------------  -----------  ----------- 
Shareholders' equity              948.1      1,020.0 
Non-controlling interests         (0.9)        (0.9) 
--------------------------  -----------  ----------- 
Total equity                      947.2      1,019.1 
--------------------------  -----------  ----------- 
 

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 3 of the Financial Review on page 26, 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.

16. Share capital, earnings per share and dividends

Share capital

 
                               Number of       Called-up 
                         ordinary shares   share capital 
----------------------  ----------------  -------------- 
                                             GBP'Million 
----------------------  ----------------  -------------- 
At 1 January 2018            529,077,896            79.4 
- Exercise of options            375,501               - 
----------------------  ----------------  -------------- 
At 31 December 2018          529,453,397            79.4 
----------------------  ----------------  -------------- 
- Issue of shares                388,783             0.1 
- Exercise of options          4,958,446             0.7 
----------------------  ----------------  -------------- 
At 31 December 2019          534,800,626            80.2 
----------------------  ----------------  -------------- 
 
 

Ordinary shares have a par value of 15 pence per share (2018: 15 pence per share) and are fully paid.

Included in the issued share capital are 2,894,530 (2018: 3,505,217) shares held in the shares in trust reserve with a nominal value of GBP0.4 million (2018: GBP0.5 million). The shares are held by the SJP Employee Share Trust and the St. James's Place 2010 SIP Trust to satisfy certain share-based payment schemes. The trustees of the SJP 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 438,105 shares at 31 December 2019 and 845,897 shares at 31 December 2018. No dividends have been waived on shares held in the St. James's Place 2010 SIP Trust in 2019 or 2018.

Share capital increases are included within the 'exercise of options' row of the table above where they relate to the Group's share-based payment schemes. Other share capital increases are included within the 'issue of shares' row.

-62-

Earnings per share

 
                                                                                          Year ended    Year ended 
                                                                                         31 December   31 December 
                                                                                                2019          2018 
--------------------------------------------------------------------------------------  ------------  ------------ 
                                                                                         GBP'Million   GBP'Million 
--------------------------------------------------------------------------------------  ------------  ------------ 
Earnings 
Profit after tax attributable to equity shareholders (for both basic and diluted EPS)          146.6         173.5 
--------------------------------------------------------------------------------------  ------------  ------------ 
 
                                                                                             Million       Million 
--------------------------------------------------------------------------------------  ------------  ------------ 
Weighted average number of shares 
Weighted average number of ordinary shares in issue (for basic EPS)                            531.3         526.0 
Adjustments for outstanding share options                                                        2.7           8.7 
--------------------------------------------------------------------------------------  ------------  ------------ 
Weighted average number of ordinary shares (for diluted EPS)                                   534.0         534.7 
--------------------------------------------------------------------------------------  ------------  ------------ 
 
                                                                                               Pence         Pence 
--------------------------------------------------------------------------------------  ------------  ------------ 
Earnings per share (EPS) 
Basic earnings per share                                                                        27.6          33.0 
Diluted earnings per share                                                                      27.5          32.4 
--------------------------------------------------------------------------------------  ------------  ------------ 
 

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 
                                                                   2019             2018          2019          2018 
------------------------------------------------------  ---------------  ---------------  ------------  ------------ 
                                                        Pence per share  Pence per share   GBP'Million   GBP'Million 
------------------------------------------------------  ---------------  ---------------  ------------  ------------ 
Final dividend in respect of previous financial year              29.73            27.45         157.5         145.0 
Interim dividend in respect of current financial year             18.49            18.49          98.5          97.7 
------------------------------------------------------  ---------------  ---------------  ------------  ------------ 
Total dividends                                                   48.22            45.94         256.0         242.7 
------------------------------------------------------  ---------------  ---------------  ------------  ------------ 
 

The Directors have recommended a final dividend of 31.22 pence per share (2018: 29.73 pence). This amounts to GBP167.0 million (2018: GBP157.4 million) and will, subject to shareholder approval at the Annual General Meeting, be paid on 22 May 2020 to those shareholders on the register as at 17 April 2020.

17. 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 were gains recognised of GBP12.3 million (2018: losses of GBP36.2 million) and the total value of transactions with those non-consolidated unit trusts was GBP28.0 million (2018: GBP26.1 million). Net management fees receivable from these unit trusts amounted to GBP11.3 million (2018: GBP12.2 million). The value of the investment into the non-consolidated unit trusts at 31 December 2019 was GBP139.9 million (2018: GBP143.2 million).

Transactions with key management personnel

Key management personnel have been defined as the Board of Directors and members of the Executive Board. The remuneration paid to the Board of Directors of St. James's Place plc will be set out in the Directors' Remuneration Report in our annual report and accounts, in addition to the disclosure below.

The Remuneration Report also sets out transactions with the Directors under the Group's share-based payment schemes, together with details of the Directors' interests in the share capital of the Company.

Compensation of key management personnel is as follows:

 
                                 Year ended    Year ended 
                                31 December   31 December 
                                       2019          2018 
-----------------------------  ------------  ------------ 
                                GBP'Million   GBP'Million 
-----------------------------  ------------  ------------ 
Short-term employee benefits            4.6           5.9 
Post-employment benefits                0.4           0.5 
Share-based payment                     2.3           4.5 
-----------------------------  ------------  ------------ 
Total                                   7.3          10.9 
-----------------------------  ------------  ------------ 
 

The total value of Group FUM held by related parties of the Group as at 31 December 2019 was GBP27.1 million (2018: GBP24.7 million). The total value of St. James's Place plc dividends paid to related parties of the Group during the year was GBP0.9 million (2018: GBP1.2 million).

Following his appointment to the Executive Board in May 2019, Robert Gardner became a member of the Group's key management personnel and hence a related party. As a result Redington Limited, a company under his joint control which provides the Group with investment consultancy services, also became a related party. During 2019, GBP6.0 million was expensed for these services, of which GBP0.5 million remains outstanding as a payable at 31 December 2019.

-63-

18. Non-statutory accounts

The financial information set out above does not constitute the Company's statutory accounts for the years ended 31 December 2019 or 2018, but is derived from those accounts. Statutory accounts for 2018 have been delivered to the registrar of companies, and those for 2019 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.

19. Annual Report

The Company's annual report and accounts for the year ended 31 December 2019 is expected to be posted to shareholders by 7 April 2020. 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.

-64-

GLOSSARY OF ALTERNATIVE PERFORMANCE MEASURES

Within the Annual Report and Accounts various 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 into the performance of the Group and the way it is managed by the Directors. The table below defines each APM, explains why it is used and, if applicable, where the APM has been reconciled to IFRS:

Financial position related APMs

 
                                                                                         Reconciliation 
                                                                                          to the 
                                                                                          financial 
APM             Definition                            Why is this measure used?           statements 
--------------  ------------------------------------  ---------------------------------  --------------- 
Solvency        Based on IFRS Net Assets,             Our ability to satisfy our         Refer to 
 II net          but with the following adjustments:   liabilities to clients,            page 19. 
 assets          1. Reflection of the recognition      and consequently our solvency, 
                 requirements of the Solvency          is central to our business. 
                 II regulations for assets             By removing the liabilities 
                 and liabilities. In particular        which are fully matched 
                 this removes deferred acquisition     by assets, this presentation 
                 costs (DAC), deferred income          allows the reader to focus 
                 (DIR), purchased value of             on the business operation. 
                 in-force (PVIF) and their             It also provides a simpler 
                 associated deferred tax               comparison with other wealth 
                 balances, other intangibles           management companies. 
                 and some other small items 
                 which are treated as inadmissible 
                 from a regulatory perspective; 
                 and 
 
                 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, except for 
                 that arising on DAC, DIR 
                 and PVIF, as this is treated 
                 as an allowable asset in 
                 the Solvency II regulation. 
--------------  ------------------------------------  ---------------------------------  --------------- 
Total embedded  A discounted cashflow valuation       Life business and wealth           Not applicable. 
 value           methodology, assessing the            management business differ 
                 long-term economic value              from most other businesses, 
                 of the business.                      in that the expected shareholder 
                                                       income from the sale of 
                 Our embedded value is determined      a product emerges over a 
                 in line with the EEV principles,      long period in the future. 
                 originally set out by the             We therefore supplement 
                 Chief Financial Officers              the IFRS and Cash results 
                 (CFO) Forum in 2004, and              by providing additional 
                 amended for subsequent changes        disclosure on an embedded 
                 to the principles, including          value basis, which brings 
                 those published in April              into account the net present 
                 2016, following the implementation    value of expected future 
                 of Solvency II.                       cash flows, as we believe 
                                                       that a measure of total 
                                                       economic value of the Group 
                                                       is useful to investors. 
--------------  ------------------------------------  ---------------------------------  --------------- 
Net asset       EEV net asset value per               Total embedded value provides      Not applicable. 
 value (NAV)     share is calculated as the            a measure of total economic 
 per share       EEV net assets divided by             value of the Group, and 
 (EEV)           the year end number of ordinary       assessing the NAV per share 
                 shares.                               allows analysis of the overall 
                                                       value of the Group by share. 
--------------  ------------------------------------  ---------------------------------  --------------- 
NAV per         IFRS net asset value per              Total IFRS net assets provides     Not applicable. 
 share (IFRS)    share is calculated as the            a measure of value of the 
                 IFRS net assets divided               Group, and assessing the 
                 by the year-end number of             NAV per share allows analysis 
                 ordinary shares.                      of the overall value of 
                                                       the Group by share. 
--------------  ------------------------------------  ---------------------------------  --------------- 
 

-65-

Financial performance related APMs

 
                                                                                             Reconciliation 
                                                                                              to the 
                                                                                              financial 
APM               Definition                            Why is this measure used?             statements 
----------------  ------------------------------------  -----------------------------------  ----------------- 
Operating         The Cash result is defined            IFRS income statement methodology    Refer to 
 cash result,      as the movement between               recognises non-cash items            pages 15, 
 Underlying        the opening and closing               such as deferred tax and             16 and 
 cash result       Solvency II net assets adjusted       non-cash-settled share options.      also see 
 and Cash          for the following items:              By contrast, dividends can           Note 4 
 result                                                  only be paid to shareholders         - Segment 
                   1. The movement in deferred           from appropriately fungible          Profit 
                   tax is removed to reflect             assets. The Board therefore          to the 
                   just the cash realisation             uses the Cash results to             consolidated 
                   from the deferred tax position;       monitor the level of cash            financial 
                                                         generated by the business.           statements. 
                   2. The movements in goodwill 
                   and other intangibles are             While the Cash result gives 
                   included; and                         an absolute measure of the 
                                                         cash generated in the year, 
                   3. Other changes in equity,           the Underlying and Operating 
                   such as dividends paid in             cash results are particularly 
                   the year and non-cash-settled         useful for monitoring the 
                   share option costs, are               expected long-term rate 
                   excluded.                             of cash emergence, which 
                                                         supports dividends and sustainable 
                   The Operating cash result             dividend growth. 
                   reflects the regular emergence 
                   of cash from the business 
                   operations. 
                   The Underlying cash results 
                   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 markets, 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. 
----------------  ------------------------------------  -----------------------------------  ----------------- 
Underlying        These EPS measures are calculated     As Underlying cash is the            Not applicable. 
 cash basic        as Underlying cash divided            best reflection of the cash 
 and diluted       by the number of shares               generated by the business, 
 earnings          used in the calculation               Underlying cash EPS measures 
 per share         of IFRS basic and diluted             allow analysis of the shareholder 
 (EPS)             EPS.                                  cash generated by the business 
                                                         by share. 
----------------  ------------------------------------  -----------------------------------  ----------------- 
EEV profit        Derived as the movement               Both the IFRS and Cash results       See Note 
                   in the total EEV during               reflect only the cashflows           4 - Segment 
                   the year.                             in the year. However our             Profit 
                                                         business is long-term, and           to the 
                                                         activity in the year can             consolidated 
                                                         generate business with a             financial 
                                                         long-term value. We therefore        statements. 
                                                         believe it is helpful to 
                                                         understand the full economic 
                                                         impact of activity in the 
                                                         year, which is the aim of 
                                                         the EEV methodology. 
----------------  ------------------------------------  -----------------------------------  ----------------- 
EEV operating     A discounted cashflow valuation       Both the IFRS and Cash results       See Note 
 profit            methodology, assessing the            reflect only the cash flows          4 - Segment 
                   long-term economic value              in the year. However, our            Profit 
                   of the business.                      business is long-term, and           to the 
                                                         activity in the year can             consolidated 
                   Our embedded value is determined      generate business with a             financial 
                   in line with the EEV principles,      long-term value. We therefore        statements. 
                   originally set out by the             believe it is helpful to 
                   Chief Financial Officers              understand the full economic 
                   (CFO) Forum in 2004, and              impact of activity in the 
                   amended for subsequent changes        year, which is the aim of 
                   to the principles, including          the EEV methodology. 
                   those published in April 
                   2016, following the implementation    Within the EEV, many of 
                   of Solvency II.                       the future cash flows derive 
                                                         from fund charges, which 
                   The EEV operating profit              change with movements in 
                   reflects the total EEV result         stock markets. Since the 
                   with an adjustment to strip           impact of these changes 
                   out the impact of stock               is typically unrelated to 
                   market and other economic             the performance of the business, 
                   effects during the year.              we believe that the EEV 
                                                         operating profit (reflecting 
                   Within EEV operating profit           the EEV profit, adjusted 
                   is new business contribution,         to reflect only the expected 
                   which is the change in embedded       investment performance and 
                   value arising from writing            no change in economic basis) 
                   new business during the               provides the most useful 
                   year.                                 measure of embedded value 
                                                         performance in the year. 
----------------  ------------------------------------  -----------------------------------  ----------------- 
EEV operating     These EPS measures are calculated     As EEV operating profit              Not applicable. 
 profit            as EEV operating profit               is the best reflection of 
 basic and         after tax divided by the              the EEV generated by the 
 diluted           number of shares used in              business, EEV operating 
 earnings          the calculation of IFRS               profit EPS measures allow 
 per share         basic and diluted EPS.                analysis of the long-term 
 (EPS)                                                   value generated by the business 
                                                         by share. 
----------------  ------------------------------------  -----------------------------------  ----------------- 
Policyholder      Shareholder tax is estimated          The UK tax regime facilitates        Disclosed 
 and Shareholder   by making an assessment               the collection of tax from           as separate 
 tax               of the effective rate of              life insurance policyholders         line items 
                   tax that is applicable to             by making an equivalent              in the 
                   the shareholders on the               charge within the corporate          statement 
                   profits attributable to               tax of the Company. The              of comprehensive 
                   the shareholders. This is             total tax charge for the             income 
                   calculated by applying the            insurance companies therefore        on page 
                   appropriate effective corporate       comprises both this element          35. 
                   tax rates to the shareholder          and an element more closely 
                   profits.                              related to normal corporation 
                                                         tax. 
                   The remainder of the tax 
                   charge represents tax on              Life insurance business 
                   policyholders' investment             impacted by this tax typically 
                   returns.                              includes policy charges 
                   This calculation method               which align with the tax 
                   is consistent with the legislation    liability, to mitigate the 
                   relating to the calculation           impact on the corporate. 
                   of the tax on shareholders'           As a result, when policyholder 
                   profits.                              tax increases, the charges 
                                                         also increase. Given these 
                                                         offsetting items can be 
                                                         large, and typically do 
                                                         not perform in line with 
                                                         the business, 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. 
----------------  ------------------------------------  -----------------------------------  ----------------- 
 

-66-

 
                                                                                    Reconciliation 
                                                                                     to the 
                                                                                     financial 
APM           Definition                        Why is this measure used?            statements 
------------  --------------------------------  ----------------------------------  ----------------- 
Profit        A profit measure which reflects   The IFRS methodology requires       Disclosed 
 before        the IFRS result adjusted          that the tax recognised             as a separate 
 shareholder   for policyholder tax, but         in the financial statements         line item 
 tax           before deduction of shareholder   should include the tax incurred     in the 
               tax. Within the consolidated      on behalf of policyholders          statement 
               statement of comprehensive        in our UK life assurance            of comprehensive 
               income the full title of          company. Since the policyholder     income 
               this measure is 'Profit           tax charge is unrelated             on page 
               before tax attributable           to the performance of the           35. 
               to shareholders' returns'.        business, we believe it 
                                                 is also useful to separately 
                                                 identify the profit before 
                                                 shareholder tax, which reflects 
                                                 the IFRS profit before tax, 
                                                 adjusted only for tax paid 
                                                 on behalf of policyholders. 
------------  --------------------------------  ----------------------------------  ----------------- 
Underlying    A profit measure which reflects   The IFRS methodology promotes       Refer to 
 profit        the IFRS result adjusted          recognition of profits in           page 14. 
               to remove the DAC, DIR and        line with the provision 
               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 (DAC and 
                                                 DIR). Due to the Retail 
                                                 Distribution Review (RDR) 
                                                 regulation change in 2013, 
                                                 there was a step change 
                                                 in the progression of these 
                                                 items in our accounts, 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. 
------------  --------------------------------  ----------------------------------  ----------------- 
 

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

   Andrew Croft                            Craig Gentle 
   Chief Executive                        Chief Financial Officer 

26 February 2020

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.

-67-

SUPPLEMENTARY INFORMATION: CONSOLIDATED FINANCIAL STATEMENTS ON A CASH RESULT BASIS (UNAUDITED)

Consolidated statement of comprehensive income on a cash result basis (unaudited)

 
                                                     Year ended    Year ended 
                                                    31 December   31 December 
                                                           2019          2018 
-------------------------------------------  ----  ------------  ------------ 
                                             Note   GBP'Million   GBP'Million 
-------------------------------------------  ----  ------------  ------------ 
Fee and commission income                               2,355.4       1,523.6 
Investment return                               6          37.6           7.6 
-------------------------------------------  ----  ------------  ------------ 
Net income                                              2,393.0       1,531.2 
 
Expenses                                              (1,600.8)     (1,540.5) 
-------------------------------------------  ----  ------------  ------------ 
 
Profit/(loss) before tax                                  792.2         (9.3) 
 
Tax attributable to policyholders' returns      7       (521.8)         296.5 
Tax attributable to shareholders' returns                (41.0)        (18.5) 
-------------------------------------------  ----  ------------  ------------ 
 
Total Cash result for the year                            229.4         268.7 
-------------------------------------------  ----  ------------  ------------ 
 
                                                          Pence         Pence 
-------------------------------------------  ----  ------------  ------------ 
Cash result basic earnings per share          III          43.2          51.1 
Cash result diluted earnings per share        III          43.0          50.2 
-------------------------------------------  ----  ------------  ------------ 
 

The Note references above cross refer to the Notes to the consolidated financial statements under IFRS on pages 39 to 63, except where denoted in roman numerals.

-68-

Consolidated statement of changes in equity on a cash result basis (unaudited)

 
                                           Equity attributable owners of the 
                                                     Parent Company 
--------------  ----  ---------------------------------------------------------------------------- 
                                                     Shares 
                                                         in                                                Non- 
                            Share        Share        trust     Retained         Misc               controlling        Total 
                          capital      premium      reserve     earnings     reserves        Total    interests       equity 
                      -----------  -----------  -----------  -----------  -----------  -----------  -----------  ----------- 
                Note  GBP'Million  GBP'Million  GBP'Million  GBP'Million  GBP'Million  GBP'Million  GBP'Million  GBP'Million 
--------------  ----  -----------  -----------  -----------  -----------  -----------  -----------  -----------  ----------- 
At 1 January 
 2018                        79.4        171.7       (26.7)        869.1          2.5      1,096.0        (0.9)      1,095.1 
Cash result 
 for the 
 year                           -            -            -        268.7            -        268.7            -        268.7 
Dividends         16            -            -            -      (242.7)            -      (242.7)            -      (242.7) 
Exercise of 
 options          16            -          2.8            -            -            -          2.8            -          2.8 
Consideration 
 paid 
 for own 
 shares                         -            -        (6.0)            -            -        (6.0)            -        (6.0) 
Shares sold 
 during 
 the year                       -            -          9.0        (9.0)            -            -            -            - 
Change in 
 deferred 
 tax                            -            -            -       (31.8)            -       (31.8)            -       (31.8) 
Change in tax 
 discounting                    -            -            -         23.4            -         23.4            -         23.4 
Change in 
 goodwill 
 and 
 intangibles                    -            -            -        (1.5)            -        (1.5)            -        (1.5) 
--------------  ----  -----------  -----------  -----------  -----------  -----------  -----------  -----------  ----------- 
At 31 December 
 2018                        79.4        174.5       (23.7)        876.2          2.5      1,108.9        (0.9)      1,108.0 
--------------  ----  -----------  -----------  -----------  -----------  -----------  -----------  -----------  ----------- 
Cash result 
 for the 
 year                           -            -            -        229.4            -        229.4            -        229.4 
Dividends         16            -            -            -      (256.0)            -      (256.0)            -      (256.0) 
Issue of share 
 capital          16          0.1          3.9            -            -            -          4.0            -          4.0 
Exercise of 
 options          16          0.7          4.0            -            -            -          4.7            -          4.7 
Consideration 
 paid 
 for own 
 shares                         -            -        (0.1)            -            -        (0.1)            -        (0.1) 
Shares sold 
 during 
 the year                       -            -          7.4        (7.4)            -            -            -            - 
Proceeds from 
 exercise 
 of shares 
 held in 
 trust                          -            -            -          0.2            -          0.2            -          0.2 
Change in 
 deferred 
 tax                            -            -            -       (10.4)            -       (10.4)            -       (10.4) 
Change in tax 
 discounting                    -            -            -       (10.0)            -       (10.0)            -       (10.0) 
Change in 
 goodwill 
 and 
 intangibles                    -            -            -       (13.0)            -       (13.0)            -       (13.0) 
--------------  ----  -----------  -----------  -----------  -----------  -----------  -----------  -----------  ----------- 
At 31 December 
 2019                        80.2        182.4       (16.4)        809.0          2.5      1,057.7        (0.9)      1,056.8 
--------------  ----  -----------  -----------  -----------  -----------  -----------  -----------  -----------  ----------- 
 

The Note references above cross refer to the Notes to the consolidated financial statements under IFRS on pages 39 to 63, except where denoted in roman numerals.

-69-

Consolidated statement of financial position on a cash result basis (unaudited)

 
                                                          31 December  31 December 
                                                                 2019         2018 
--------------------------------------------------  ----  -----------  ----------- 
                                                    Note  GBP'Million  GBP'Million 
--------------------------------------------------  ----  -----------  ----------- 
Assets 
Property and equipment                                 9        166.3         28.5 
Fixed income securities                                           5.2          5.4 
Investment in Collective Investment Schemes                   1,131.8      1,297.0 
Cash and cash equivalents                             11        292.8        248.5 
Other receivables                                     12      1,391.9        890.1 
Income tax assets                                                   -          9.7 
Deferred tax assets                                              98.5        111.6 
--------------------------------------------------  ----  -----------  ----------- 
Total assets                                                  3,086.5      2,590.8 
--------------------------------------------------  ----  -----------  ----------- 
Liabilities 
Borrowings                                            14        403.7        348.6 
Other provisions                                                 40.6         22.7 
Other payables                                        13      1,033.7        956.9 
Income tax liabilities                                          115.4            - 
Deferred tax liabilities                                        436.2        154.5 
Preference shares                                                 0.1          0.1 
--------------------------------------------------  ----  -----------  ----------- 
Total liabilities                                             2,029.7      1,482.8 
--------------------------------------------------  ----  -----------  ----------- 
Net assets                                                    1,056.8      1,108.0 
--------------------------------------------------  ----  -----------  ----------- 
Shareholders' equity 
Share capital                                         16         80.2         79.4 
Share premium                                                   182.4        174.5 
Shares in trust reserve                                        (16.4)       (23.7) 
Miscellaneous reserves                                            2.5          2.5 
Retained earnings                                               809.0        876.2 
--------------------------------------------------  ----  -----------  ----------- 
Shareholders' equity                                          1,057.7      1,108.9 
Non-controlling interests                                       (0.9)        (0.9) 
--------------------------------------------------  ----  -----------  ----------- 
Total shareholders' equity on a Cash result basis             1,056.8      1,108.0 
--------------------------------------------------  ----  -----------  ----------- 
 
                                                                Pence        Pence 
--------------------------------------------------  ----  -----------  ----------- 
Net assets per share                                            197.6        209.3 
--------------------------------------------------  ----  -----------  ----------- 
 

The Note references above cross refer to the Notes to the consolidated financial statements under IFRS on pages 39 to 63, except where denoted in roman numerals.

-70-

Notes to the consolidated financial statements on a cash result basis (unaudited)

I. Basis of preparation

The consolidated financial statements on a Cash result basis have been prepared by adjusting the financial statements prepared in accordance with International Financial Reporting Standards as adopted by the EU ('adopted IFRSs') and interpretations issued by the IFRS Interpretations Committee ('IFRS IC') for items which do not reflect the cash emerging from the business. The adjustments are as follows:

1. Unit liabilities and net assets held to cover unit liabilities, as set out in Note 11 to the consolidated financial statements, are policyholder balances which are removed in the statement of financial position on a Cash result basis. No adjustment for payments in or out is required in the statement of comprehensive income as this business is subject to deposit accounting, which means that policyholder deposits and withdrawals are recognised in the statement of financial position under IFRS, with only marginal cash flows attributable to shareholders recognised in the statement of comprehensive income. However, adjustment is required for the investment return and the movement in investment contract liabilities, which are offsetting and are both zero-ised.

2. Deferred acquisition costs, the purchased value of in-force business and deferred income assets and liabilities are removed from the statement of financial position on a Cash result basis, and the amortisation of these balances is removed in the statement of comprehensive income on a Cash result basis. The assets, liabilities and amortisation are set out in Note 8 to the consolidated financial statements.

3. Share-based payment expense is removed from the statement of comprehensive income on a Cash result basis, and the equity and liability balances for equity-settled and cash-settled share-based payment schemes respectively are removed from the statement of financial position on a Cash result basis.

4. Non-unit-linked insurance contract liabilities and reinsurance assets are removed in the statement of financial position on a Cash result basis. The movement in these balances is removed from the statement of comprehensive income on a Cash result basis.

5. Goodwill, computer software intangible assets and some other assets and liabilities which are inadmissible under the Solvency II regime are removed from the statement of financial position on a Cash result basis, however the movement in these figures are included in the statement of comprehensive income on a Cash result basis.

6. Deferred tax assets and liabilities are adjusted in the statement of financial position on a Cash result basis to reflect the adjustments noted above and other discounting differences between tax charges and IFRS accounting. However, the impact of movements in deferred tax assets and liabilities are not included in the statement of comprehensive income on a Cash result basis.

-71-

II. Reconciliation of the IFRS Balance Sheet to the Cash Balance Sheet

The Solvency II Net Assets (or Cash) balance sheet is based on the IFRS consolidated statement of financial position (on page 37), with adjustments made to accounting assets and liabilities to reflect the Solvency II regulations and the provision for insurance liabilities set equal to the associated unit liabilities.

The reconciliation between the IFRS and Solvency II Net Assets Balance Sheet as at 31 December 2019 is set out on page 19. The reconciliation as at 31 December 2018 is set out below.

 
                                                                                         Solvency 
                                                                                               II 
                                                      IFRS                             Net Assets 
                                                   Balance   Adjustment   Adjustment      Balance 
                                                     Sheet            1            2        Sheet 
---------------------------------------------  -----------  -----------  -----------  ----------- 
31 December 2018                               GBP'Million  GBP'Million  GBP'Million  GBP'Million 
---------------------------------------------  -----------  -----------  -----------  ----------- 
Assets 
Goodwill                                              15.6            -       (15.6)            - 
Deferred acquisition costs                           558.5            -      (558.5)            - 
Purchased value of in-force business                  24.0            -       (24.0)            - 
Computer software                                      1.4            -        (1.4)            - 
Property and equipment                                28.5            -            -         28.5 
Deferred tax assets                                  147.1            -       (35.5)        111.6 
Reinsurance assets                                    82.8            -       (82.8)            - 
Other receivables                                  1,952.3    (1,059.1)        (3.1)        890.1 
Income tax assets                                      9.7            -            -          9.7 
Investment property                                1,820.7    (1,820.7)            -            - 
Equities                                          56,077.9   (56,077.9)            -            - 
Fixed income securities                           21,966.0   (21,960.6)            -          5.4 
Investment in Collective Investment Schemes        4,756.1    (3,459.1)            -      1,297.0 
Derivative financial instruments                     508.8      (508.8)            -            - 
Cash and cash equivalents                          6,877.6    (6,629.1)            -        248.5 
Total assets                                      94,827.0   (91,515.3)      (720.9)      2,590.8 
---------------------------------------------  -----------  -----------  -----------  ----------- 
Liabilities 
Borrowings                                           348.6            -            -        348.6 
Deferred tax liabilities                             172.9            -       (18.4)        154.5 
Insurance contract liabilities                       508.1      (421.2)       (86.9)            - 
Deferred income                                      648.3            -      (648.3)            - 
Other provisions                                      22.7            -            -         22.7 
Other payables                                     1,290.8      (277.7)       (56.2)        956.9 
Investment contract benefits                      67,796.1   (67,796.1)            -            - 
Derivative financial instruments                     517.4      (517.4)            -            - 
Net asset value attributable to unit holders      22,502.9   (22,502.9)            -            - 
Income tax liabilities                                   -            -            -            - 
Preference shares                                      0.1            -            -          0.1 
---------------------------------------------  -----------  -----------  -----------  ----------- 
Total liabilities                                 93,807.9   (91,515.3)      (809.8)      1,482.8 
---------------------------------------------  -----------  -----------  -----------  ----------- 
Net Assets                                         1,019.1            -         88.9      1,108.0 
---------------------------------------------  -----------  -----------  -----------  ----------- 
 

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

Adjustment 2 comprises adjustment to the IFRS statement of financial position in line with Solvency II requirements, including removal of DAC, DIR, PVIF and their associated deferred tax balances, goodwill and other intangibles.

-72-

III. Earnings per share

 
                                                              Year ended    Year ended 
                                                             31 December   31 December 
                                                                    2019          2018 
----------------------------------------------------------  ------------  ------------ 
                                                             GBP'Million   GBP'Million 
----------------------------------------------------------  ------------  ------------ 
Earnings 
Cash result after tax attributable to equity shareholders 
 (for both basic and diluted EPS)                                  229.4         268.7 
----------------------------------------------------------  ------------  ------------ 
 
                                                                 Million       Million 
----------------------------------------------------------  ------------  ------------ 
Weighted average number of shares 
Weighted average number of ordinary shares in issue (for 
 basic EPS)                                                        531.3         526.0 
Adjustments for outstanding share options                            2.7           8.7 
----------------------------------------------------------  ------------  ------------ 
Weighted average number of ordinary shares (for diluted 
 EPS)                                                              534.0         534.7 
----------------------------------------------------------  ------------  ------------ 
 
                                                                   Pence         Pence 
----------------------------------------------------------  ------------  ------------ 
Earnings per share (EPS) 
Basic earnings per share                                            43.2          51.1 
Diluted earnings per share                                          43.0          50.2 
----------------------------------------------------------  ------------  ------------ 
 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

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