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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Tp Icap Group Plc | LSE:TCAP | London | Ordinary Share | JE00BMDZN391 | ORD 25P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 1.50 | 0.74% | 204.00 | 203.00 | 204.00 | 204.00 | 199.40 | 202.50 | 1,896,095 | 12:05:51 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| Ins Agents,brokers & Service | 2.18B | 74M | 0.0950 | 21.21 | 1.57B |
From Apr 2021 to Apr 2024
TIDMTCAP
RNS Number : 9160K
TP ICAP Group PLC
07 September 2021
7 September 2021
TP ICAP Group plc
Financial and inte rim management report - for the six months ended 30 June 2021 (the 'Period')
TP ICAP Group plc (the 'Company') announces its group (the 'Group') results for the Period today.
Nicolas Breteau, CEO of TP ICAP Group plc, said:
"In the first half we made good progress executing our strategy to better position the Group to drive sustainable earnings growth. In Global Broking and Energy & Commodities, we achieved notable deliveries in our hub strategy. We are working at pace to integrate Liquidnet into our Agency Execution division and have identified approximately GBP20m of cost synergies. We have also developed and are implementing growth plans for both Equities and Credit. Parameta Solutions continues its growth trajectory, delivering a double-digit increase in revenues in its Data & Analytics business.
"Reflecting subdued secondary markets, and against a very strong comparative period, overall Group revenue of GBP936m was down on a constant currency basis 1%, and 7% excluding Liquidnet. Revenues excluding Liquidnet were broadly in line with the equivalent period of 2019, which saw more normal trading conditions compared to the exceptionally high volumes in Q1 2020. Throughout the period, we exercised cost discipline and are on track to achieve GBP35m of annualised cost savings by the year end.
"Looking ahead, we will continue the systematic execution of our strategy so that we remain well placed to meet the needs of our clients and create value for our shareholders."
Financial highlights
Reported:
Hot Features
Premium
H1 2021 H1 2020
Revenue GBP936m GBP990m
EBIT(1) GBP57m GBP101m
EBIT margin 6.1% 10.2%
Profit before tax GBP28m GBP78m
(Loss)/profit after tax GBP(2m) GBP45m
Profit for the period(2) GBP1m GBP54m
Basic EPS 0.1p 8.6p
Weighted average shares in issue 737.7 625.3
Adjusted (excluding significant items):
H1 2021 H1 2020 H1 2020
Constant
Currency
Revenue GBP936m GBP990m GBP947m
EBITDA GBP155m GBP186m GBP174m
EBIT(1) GBP117m GBP159m GBP147m
EBIT margin 12.5% 16.1% 15.5%
Profit before tax GBP88m GBP136m GBP124m
Profit for the period(2) GBP75m GBP111m GBP100m
Basic EPS 10.2 p 17.8p
Weighted average shares in issue 737.7 625.3
1. EBIT = Earnings before interest and taxation
2. Attributable to equity holders of the parent
A table reconciling Reported to Adjusted figures, detailing significant items, is included in the Financial Review. Definitions of the Alternative Performance Measures used by the Group, including Constant Currency, are set out in the Glossary. The weighted average number of shares used for the basic H1 2021 EPS calculation for the Period is 737.7m (H1 2020: 625.3m, after restatement for the bonus element of the 2021 rights issue).
Financial highlights
-- The Group's performance reflects the challenging trading conditions caused by the combination of quiet secondary markets and ongoing disruption caused by COVID-19.
-- Revenue of GBP936m was 1% lower on a constant currency basis (down 5% on a reported basis).
-- Excluding Liquidnet's post-acquisition revenue of GBP55m (from the 23 March to 30 June period), the Group's revenue in the Period was 7% lower on a constant currency basis (11% lower on a reported basis).
-- Reported and Adjusted EBIT margin was 4.1%pts and 3.6%pts lower primarily due to lower revenues, exacerbated by the negative impact of FX.
-- Global Broking revenue declined 7% on a constant currency basis (11% on a reported basis), against a backdrop of market-wide lower volumes experienced across most asset classes. Equities revenues grew significantly, benefiting from a higher volumes in equity derivatives and the inclusion of the Louis Capital Markets ('LCM') acquisition that was completed on 31 July 2020.
-- Energy & Commodities revenue decreased 9% on a constant currency basis (14% down on a reported basis) as client activity decreased significantly compared with the exceptionally strong prior period. We saw a notable improvement in activity in the second quarter.
-- Agency Execution revenue increased 84% on a constant currency basis (81% on a reported basis), due to the acquisition of Liquidnet. Excluding Liquidnet, revenue declined 14% on a constant currency basis (16% on a reported basis) against a record comparative period in H1 2020 as improved FX, listed futures and options activity was offset by weaker rates Relative Value revenue.
-- Parameta Solutions revenue grew 6% in the Period on a constant currency basis (1% down on a reported basis). The Data & Analytics business continued its double digit growth trajectory with an 11% revenue increase in constant currency (3% on a reported basis) as it continued to benefit from its strategy to launch new higher margin products, expand its distribution channels and diversify its client base. Post-Trade Solutions revenues declined 17% on a constant currency basis (23% on a reported basis) due to lower market wide volumes.
Strategic highlights
-- Redomicile: On 26 February the Group's domicile moved from the UK to Jersey. This is delivering tangible capital benefits which we anticipate will support our business investment opportunities globally.
-- Liquidnet: On 23 March 2021, the Group completed the acquisition of Liquidnet, a premier technology driven electronic buyside trading network that will transform our future growth prospects.
-- Investment: The Group continued to invest in and execute our electronification and aggregation strategy, while diversifying and growing our non-Global Broking businesses. Key examples include:
-- Global Broking: new platforms launched in Rates, FX and Credit as part of Hub strategy -- E&C: client roll out of Energy Hub underway
-- Agency Execution: acquisition of Liquidnet brings buyside connectivity, diversifies revenues and provides significant growth opportunities
-- Parameta Solutions: continued to launch new higher margin products; new distribution channels and diversify its client base in line with strategic aims
-- ESG: We have strengthened our governance and reporting; as well as launching new ESG related offerings in E&C and Parameta Solutions.
Dividend
A 4.0p per share interim dividend (H1 2020 interim dividend reported: 5.6p, 2020 pro-forma for February 2021 rights issue using the current 780.6m shares in issue: 4.0p) will be paid on 5 November 2021 to shareholders on the register at close of business on 1 October 2021.
2021 full year guidance and outlook
-- The Group notes that trading activity in July and August 2021 is broadly in-line with the prior year.
-- Despite the subdued trading conditions we have experienced in the Period, together with continuing uncertainty caused by quiet markets and the disruption from COVID-19 , we anticipate full - year revenue for the Group , excluding Liquidnet, to be broadly in line with 2020 on a constant currency basis.
-- The Group is expected to complete its targeted GBP35m annualised cost savings plan (announced in Q4 2020) by year end. Around two-thirds of the savings are expected to be achieved in the front office.
-- The Group reiterates its continuing commitment to its strategic investment spending as previously disclosed in our Capital Markets Day and Preliminary Results.
-- The Group notes that the appreciation of GBP against USD creates a headwind against our reported revenue and operating margin. GBP has strengthened against USD by 8.5% (the average GBP:USD rate in H1 was 1.39 compared with the same period in 2020 average of 1.28). Around 60% of Group revenues and 40% of costs are USD. The Group is not engaged in any active currency hedging for reporting purposes.
-- The FX impact and strategic investment spending mentioned above and in our Preliminary Results are expected to result in a lower full-year operating margin than the prior year.
Investor update
-- The Group plans to host an Investor Seminar for Parameta Solutions on 12 October 2021. Details to follow.
Interim presentation
-- The Group will be holding a presentation along with Q&A via Webcast at 0900 BST on 7 September 2021.
-- Please use the following details to attend the presentation:
Webcast Link:
https://streamstudio.world-television.com/854-1116-30033/en
Joining by telephone
United Kingdom (Local) 020 3936 2999
United Kingdom (Toll Free) 0800 640 6441
United States (Local) 1 646 664 1960
All other locations +44 20 3936 2999
Participant access code: 768213
Participants will be greeted by an operator who will register their details.
Forward looking statements
This document contains forward looking statements with respect to the financial condition, results and business of the Company. By their nature, forward looking statements involve risk and uncertainty and there may be subsequent variations to estimates. The Company's actual future results may differ materially from the results expressed or implied in these forward looking statements.
Enquiries:
Analysts and investors
Al Alevizakos
Direct: +44 (0) 203 933 3040
Email: Alevizos.Alevizakos@tpicap.com
Media
William Baldwin-Charles
Direct: +44 (0) 207 200 7124
Email: William.Baldwin-Charles@tpicap.com
Neil Bennett
Maitland
Direct: +44 0 20 7379 5151
Email: tpicap-maitland@maitland.co.uk
About TP ICAP
-- TP ICAP is a leading global markets infrastructure and data solutions provider. -- The Group connects buyers and sellers in global financial, energy and commodities markets.
-- We are the world's largest wholesale market intermediary, operating from 27 countries and with a portfolio of businesses that provide broking services, trade execution, data & analytics and market intelligence.
-- www.tpicap.com
----------------------------------------------------------------------------------------------------
CEO review
Overview
Secondary markets in the first half of 2021 continued to be uncommonly quiet. Government and central bank stimulus packages in response to COVID have flattened yields slowing activity in the secondary markets. Additionally, the pandemic has forced many of our clients to work remotely with reduced risk limits. With TP ICAP's revenues driven by transaction volumes, these factors have therefore had an adverse impact on our financial results for the six months.
During the Period, we have retained our leading market share. Separately, we have seen electronic platforms gain more traction as traders continue to work from home. This further underlines the importance of our strategy to aggregate our liquidity, electronify our business and diversify our revenue streams.
Looking ahead, there is potential for increased activity as client portfolios are rebalanced in response to inflation. In addition, as clients return to the office, market activity may pick up further. We will maintain a rigorous focus on the factors within our control: executing our strategy, integrating Liquidnet into our Group, staying close to our clients, and managing our costs.
Financial performance
The Group's performance reflects the challenging trading conditions described above. We delivered revenues of GBP936 million, down 1% on a constant currency basis (5% lower on a reported basis) against the comparative period, which included an outlying record first quarter. Against the more normalised conditions of the first half of 2019, the Group's revenue excluding Liquidnet were up 6% on a constant currency basis and 2% on a reported basis. Excluding Liquidnet's revenue of GBP55m, revenue in the Period was 7% lower than the prior year on a constant currency basis (11% lower on a reported basis).
Adjusted operating costs increased 2% on a constant currency basis (or 2% lower on a reported basis). This increase largely reflected the Liquidnet acquisition. Total operating costs decreased 1% on a reported basis.
Excluding the Liquidnet acquisition, the Group's management and support costs increased by 1% on a constant currency basis (but were 2% lower on a reported basis).
Adjusted EBIT for the half was GBP117m, 26% lower than the prior year on a reported basis primarily due to reduced revenues in Global Broking and Energy & Commodities. Adjusted EBIT margin was at 12.5%, down from 16.1% in H2 2020, and we reported an adjusted profit before tax of GBP88m.
Reported EBIT was GBP 57m, 44% lower than the prior year, with a reported EBIT margin of 6.1% (H1 2020: 10.2%).
Basic adjusted earnings per share ('EPS') were 10. 2p (H1 2020: 17.8p) and we will pay an interim dividend of 4.0p (H1 2020 reported: 5.6p, H1 2020 pro-forma for the bonus element of the February 2021 rights issue: 4.0p) per share for the half year .
Operating Segment performance
Revenue for the EMEA region was GBP456m, a 5% reduction in constant currency (7% in reported currency) against the comparative period. This performance reflected slower markets in Global Broking and Energy & Commodities against a very strong revenue performance in H1 2020. This was partially offset by continued strong performance in Parameta Solutions and good growth in Agency Execution.
The Americas reported revenue of GBP307m for the half, down 12% in constant currency (19% in reported currency). Subdued markets saw reduced revenues in Global Broking, E&C and Agency Execution, with Parameta Solutions growing 6% in the Period.
In Asia Pacific, revenue was marginally down against the comparative period at GBP118m in reported currency (GBP121m in constant currency) which was a good performance given how hard the area has been affected by the pandemic. While Global Broking experienced reduced revenues, Energy & Commodities saw very strong growth in the Period as it opened new desks in both Tullett Prebon and ICAP.
Liquidnet revenues were GBP55m, from 23 March 2021 to 30 June 2021.
We split the business into distinct operationally managed segments which are the basis on which the allocation of resources is considered. This is different from the legacy TP ICAP regional grouping. Liquidnet forms its own Cash Generating Unit ('CGU') for impairment testing purposes and as such it has been recognised as an individual segment.
Business divisions
In March of last year we announced the three key strategic pillars that would drive our medium-term growth: electronification and technology; aggregation of liquidity across our brands; and diversification of our revenues.
These three pillars remain critical for our future growth, and we have taken the decision to accelerate investment in the second half of the year in key projects to quicken the execution of our strategy.
Brexit
With regard to Brexit, despite the ongoing complications caused by COVID, we are executing our plans, which include leveraging our EU network, as well as hiring locally in Continental Europe. We expect to have the required number of brokers based in the EU before the end of the year. As a result, we continue to cover our EU clients effectively.
Global Broking
Global Broking is our largest division covering Rates, Credit, Equities, Foreign Exchange & Money Markets and Emerging Markets, where we have market leading positions. We bring together buyers and sellers providing a range of professional intermediary services that enable them to execute trades successfully. We operate through Tullett Prebon and ICAP brands separately. We also offer clients a range of ways to interact with us - through voice, hybrid or electronically - depending on the nature of the market, product and transaction. One of our fundamental strengths is the long-established relationships we have with top-tier banks, and our ability to provide price discovery through deep liquidity pools.
Market volumes were subdued throughout the first half of 2021 with revenues of GBP575m, down 7% in constant currency (down 11% in reported) against the very strong comparative period in 2020. The impact of COVID-19, and primarily the work from home regimes amongst most of our clients, continues to have a negative effect on volumes as traders have had their limits reduced.
Our largest asset class, Rates, had a challenging six months, with revenues down 16% on a constant currency basis, (18% on a reported basis) albeit against a very strong comparative period in 2020. The low interest rate environment, and continuing quantitative easing, has continued to impact the Rates business. In addition, Brexit caused disruption to the operations of some wholesale swap market participants during the Period. We believe that the growing evidence of the re-emergence of inflation could drive increased activity in the second half.
Credit revenues were down 10% at constant currency (14% as reported) to GBP44m for the first half of the year. While Q1 trading volumes were broadly in line with a strong Q1 2020, market activity in the second quarter of 2021 was much weaker than the prior period. The lack of volumes and volatility impacted our FX & Money Markets with revenues down 9% to GBP86m in constant currency (12% on a reported basis) as in the absence of material yield curve steepening, wholesale and institutional risk appetite has remained low.
Equities experienced a strong six months with revenues up 18% in constant currency (11% on a reported basis) to GBP117m due to a combination of LCM's contribution, including a particularly good performance by MidCap Partners, and growth in Equity Derivatives. In Equity Derivatives, volatility-driven trading activity benefited from favourable market conditions in the first quarter and a recovery of equity financing activity in the second quarter, providing a partial offset to the effect of volatility subsiding to pre-pandemic levels.
Our key strategic priorities remain aggregating liquidity from our competing brands; improving connectivity with our clients and delivering improved workflows for all products. Our Global Broking strategy is based around electronic hubs that create a seamless experience for our clients. These hubs offer liquidity for clients across our brands, from a single point of entry through screens with a common look and feel together with robust post-trade processing. Clients will be able to transact in the way they want. While voice will remain a choice, it will do so alongside other execution protocols, such as volume matching, request for quote, and targeted streaming.
We have made good progress in the first six months of the year and this year will be accelerating our investment in the second half to deliver the hubs. We have made excellent progress on improving the core infrastructure and matching engines upon which the hubs will sit. It is now scalable, stable and functionally rich. This is the critical ground work from which our client facing hubs will operate.
Progress in the first six months include:
-- In Rates: we have continued to build out coverage and functionality of the Fusion Interest Rates Option platform, which is now live in EMEA, the US and Japan. We are progressively bringing the Tullett Prebon and ICAP brands on to the Sterling platform complementing our options offering.
-- In Foreign Exchange , we launched a new automated Spot FX matching platform in June. The platform, which is an automated matching solution for the daily spot FX benchmark fixing, already has a significant number of large banks onboarded and using the platform.
-- In Credit, we launched an EMEA Index Options platform for iTraxx indices and new execution protocols globally.
-- In Equities, we have completed the integration of Louis Capital and introduced request for quote ('RFQ') protocols.
We continue to seek to target white spaces to fill and in the first half of the year Group launched its Fusion Islamic Finance platform to facilitate Commodity transactions and to provide liquidity to the Islamic financial marketplace.
Energy & Commodities
Energy & Commodities is our second largest division and operates through the Tullett Prebon, ICAP and PVM brands in all the key commodities markets including oil, gas, power, renewables, ferrous metals, base metals, precious metals and soft commodities. Clients include regional banks, corporates, suppliers, hedge funds and trading companies.
The first half of 2020 was an exceptionally strong Period for our Energy & Commodities business. Similarly to the Global Broking business, Energy & Commodities saw strong activity in the first quarter of 2020, but experienced a weaker second quarter. Markets in the first quarter of 2021 were significantly quieter, although we did see some pick-up in activity in the second quarter. Much like Global Broking, the majority of our clients continued to work from home, which negatively impacts the amount of activity in the market. Consequently, revenue of GBP187m was down 9% at constant currency (14% as reported) against the comparative period.
Our largest business, Oil, saw reasonable volatility in the Period, but this did not translate into volumes being traded and therefore revenues declined 9% in constant exchange rates. The majority of the other products brokered experienced some revenue decline, although we experienced good performance in environmental and some soft commodities products.
The transition to a less carbon intensive world continues and we remain well positioned to capture the benefits of this transformation. Our revenues from positive, transitional or neutral products stayed steady in the half at approximately 40% of E&C's total.
Our strategic goal for Energy & Commodities is to consolidate our global market leading position. To this end, we have continued to invest in electronifying our business and offering our clients aggregated liquidity across our three market-leading brands. The key to this is our Energy hub, which we believe will further entrench our position as the world's leading oil broker. The hub will pool liquidity cross brands, desks and regions, provide an Order Management System, simplify broker trade capture, provide STP and feed data directly through to Parameta Solutions.
We are rolling out the electronic matching engine to our desks and have a client pilot underway in Norway in the Guarantees of Origin segment (Guarantees of Origin are trading certificates generated by EU or EEA companies that produce electricity from renewable sources). We will continue to roll out the hub in the second half.
In the Period we announced that we would launch the first wholesale trading venue for cryptoassets in the second half of the year. The platform will feature an electronic marketplace for spot cryptoasset trading, including Bitcoin and Ethereum, as well as providing connectivity and post-trade infrastructure into a network of digital assets custodians. Fidelity Digital Assets(SM) and Zodia Custody (a venture incubated by SC Ventures, the innovation arm of Standard Chartered) will be our initial custodians and Flow Traders our initial liquidity partner.
We are cautiously optimistic regarding the prospects for the sector as globally, public infrastructure has seen under-investment during the COVID-19 pandemic and we anticipate that this will pick up as the world reopens, potentially resulting in the start of a new commodities super cycle.
Agency Execution
Agency Execution provides trade ideas and agency execution to buy side clients including hedge funds, asset managers and non-bank liquidity providers. The role of an agency brokerage is to offer the buy side access to the best price in the market from a wide range of different banks, whilst guaranteeing client anonymity and neutrality. Agency Execution is an important part of the Group's diversification strategy, bringing in a new revenue stream from a different client base.
In the first half of the year Agency Execution saw revenues increase by 84% on a constant currency basis (81% on a reported basis) due to the acquisition of Liquidnet. Revenues excluding Liquidnet declined 14% in constant currency (16% as reported) against a record comparative as improved performances in FX, listed future and options activity was offset by a weaker performance by the rates Relative Value desk following a record H1 2020.
Liquidnet revenue for the Period in which it was consolidated (23 March to 30 June) was GBP55m. During Q2 US share trading volumes declined by 15% relative to the prior year. In Europe, the high conviction and high volatility first quarter produced robust block activity, where as in the second quarter, lower volatility and weak conviction conditions resulted in a lower share for blocks within overall trading activity.
We have owned Liquidnet since 23 March 2021 and since that time have undertaken a full qualitative assessment of the business and developed growth plans for both Equities and Credit.
The Equities business is a trusted partner for both clients and market participants with top tier technology. It has more than 1,000 clients globally and access across 45 markets and to third party dark and lit venues.
Clients are able to transact using several different channels and we plan to leverage Liquidnet's advantageous position in block trading to increase the use of the other channels to diversify revenues. This will have the additional benefit of increasing liquidity in the dark pool. We plan to do this in four ways. First, we will extend Liquidnet's distribution by leveraging TP ICAP's network of offices across 27 countries. Second, we will build out its suite of algorithms to help clients move more easily between execution protocols to access dark and lit markets. Third, we intend to grow Liquidnet's existing programme trading offering, and lastly, we see the potential to increase our share of the cross-border trading market.
The Credit platform has about 500 active buyside clients, including most of the top 50 bond holders globally. We intend to grow its revenue by leveraging the complementary capabilities of Liquidnet and TP ICAP, through targeted investments in technology and talent and by developing new offerings.
We launched the first of these today - Liquidnet Primary Markets. Liquidnet Primary Markets is a result of close collaboration between Liquidnet, our Members and leading banks. It helps to address the challenges caused by the current debt issuance workflow which is fragmented and manual, and can lead to errors. Our Debt Capital Markets (DCM) workflow solution allows banks to efficiently send new issue information and deal updates to investors electronically via the Liquidnet application and their order management systems. Liquidnet Members can also trade new issues electronically from both Liquidnet's Fixed Income application and their order management systems, and benefit from enhanced liquidity discovery and price formation in early trading which is currently lacking.
For secondary markets, around 80% of corporate bond dealing is Dealer to Client and dominated by three competitor platforms. Putting Liquidnet and TP ICAP together means that we have the necessary buyside connectivity and dealer relationships to compete. We are currently consulting with members and dealers to shape two new offerings that we are developing, namely a Dealer-to-Client Request for Quote workflow and price streaming services.
Parameta Solutions
Parameta Solutions, which rebranded from Data & Analytics and Post Trade Solutions in April, provides unbiased data products that facilitate trading, enhance transparency, reduce risk, provide balance sheet optimisation and improve operational efficiency. It is the leading provider of OTC pricing data and has access to more OTC data than any other IDB globally. We have pricing, reference data and analytical tools for major asset classes and markets.
It is a high margin business with revenues that are largely subscription-based and sticky, with a retention rate in excess of 98%, so it provides us with excellent earnings diversification and sustainable growth opportunities.
The core Data & Analytics business continued its double-digit growth (11% on constant currency basis, and up 3% on reported basis) as it continued to benefit from its strategy to launch new and higher value products, expand distribution channels and deepen and diversify its client relationships.
Post-Trade Solutions revenue declined 17% on a constant currency basis (-23% on a reported basis) relative to the exceptional performance in the same period and broadly flat against the same period in 2019. The reduction in revenue was primarily due to the Matchbook resetting service which was affected by lower market wide volatility and near zero rates reducing the need for clients to reduce secondary risk.
Parameta Solutions revenue grew 6% on a constant currency basis (broadly in line on a reported basis).
Our strategy for Parameta Solutions has three elements: develop new higher value products, grow the client base with a focus on the buyside and corporates, and expand its channel partners and distribution capabilities.
With regard to new products, we have expanded our evaluated pricing suite to include FX evaluated pricing and launched an environmental package, in support of our clients' decarbonisation strategy. These are high margin, high value products that have been driven by client demand to meet stricter regulatory disclosure and risk management.
We are growing the client base by aligning our sales team to specific client segments: buy-side; sell-side and corporates. This is already proving a success with 30 new buyside clients added in the Period.
For distribution, we have expanded our Global Sales team to access underpenetrated markets. We have partnered with leading cloud providers to create off-premise solutions for clients. This will allow users to access data on a share basis via the public cloud, with greater speed and agility and in a more cost efficient way.
In Post-Trade Solutions, despite a challenging first half, the compression service, ClearCompress added ten large dealers to its client list and launched two new services due to client demand. We have built a working group of 27 dealers helping us shape new products and opportunities.
Near term outlook
Trading activity in July and August 2021 is broadly in-line with the prior year. Despite the subdued trading conditions we have experienced in the Period, together with continuing uncertainty caused by quiet markets and the disruption from COVID-19, we anticipate full-year revenue for the Group, excluding Liquidnet, to be broadly in line with 2020 on a constant currency basis.
Our focus for the second half of the year will be on three areas. We will continue to invest in and execute our strategy, we will stay close to our clients, ensuring that we continue to provide them with relevant solutions, and we will continue to manage our cost base.
Concluding comments
While trading conditions have continued to be challenging during the first half of 2021, we have made progress on executing our growth strategy which will transform our company to deliver sustainable earnings term growth over the medium term.
I would like to thank all of my colleagues at TP ICAP for their continued hard work and dedication in the first half of the year.
Nicolas Breteau
Chief Executive Officer
7 September 2021
----------------------------------------------------------------------------------------------------
Financial review
Introduction
During H1 2021, we experienced subdued wholesale trading activity across most financial asset classes particularly in the second quarter of 2021, compared with both the first quarter of 2021, and the second quarter of 2020.
This was caused by a number of factors, including:
-- The resurgence of COVID-19 that continued to impact our clients, with traders working from home and effectively having to limit their risk appetites;
-- The disruption due to Brexit, which was especially notable at the EMEA region during the first few months of the year, as market participants sought to ensure full trading compliance with the prevalent rules in an ever-changing environment; and
-- General government actions designed to support the wider economy, through low interest rates and large quantitative easing programmes.
This muted and challenging environment heavily impacted our broking business in H1 2021, with revenue declining 1% on a constant currency (or 5% on a reported basis). These numbers include the revenue contribution of the newly acquired Liquidnet business, which is consolidated in our Group numbers from 23 March 2021. Excluding Liquidnet, our group revenues declined 7% on a constant currency basis (or 11% on a reported basis).
As announced at our Capital Markets Day ('CMD'), we have embarked on a multi-year journey to diversify our business, through meaningful investment. This objective will be accelerated by the Liquidnet acquisition. In the interim, Global Broking still provides around 60% of Group revenue, and as such weak wholesale trading conditions has adversely impacted our short-term performance.
Our H1 2021 adjusted operating costs increased 2% on a constant currency basis (declined 2% on a reported basis). Excluding the costs acquired with Liquidnet and LCM, front office costs were lower year on year mainly due to the fall in revenue. Broker compensation was marginally higher in the Period and included some benefit of the GBP35m cost savings plan that was realised in the Period. After the addition of Liquidnet and LCM, front office costs were 1% lower overall. Management and support costs were 12% higher, despite an GBP18m year-on-year reduction primarily driven by reductions in bonus accrual, holiday pay accrual, Covid-19 related IT investment and savings realised from the GBP35m cost savings plan. This was mainly due to the addition of GBP32m of support costs acquired with Liquidnet and LCM, the GBP14m adverse FX movement and the retranslation of financial assets. The significant items increased 3% at a pre-tax level to GBP60m, and this reflected previously identified costs regarding our redomiciliation to Jersey and the acquisition of Liquidnet.
Two factors have impacted profitability negatively; the lower revenue base but also our currency mismatch. As a reminder, the Group has c.60% of Group revenues and 40% of costs in USD. In H1 2021, GBP appreciated c.8% versus USD. This puts additional pressure on our EBIT and EBIT margin. The Group is not engaged in any active currency hedging for reporting purposes, as this is not considered beneficial for our shareholders through the cycle. With that in mind, reported and adjusted EBIT margin declined to 6.1% and 12.5% from 10.2% and 16.1% in the prior year respectively.
Overall our results reflect market conditions in the period. Despite this challenging environment we remain committed to investing in our strategic initiatives that will helps us achieve our medium term growth and margin improvement ambitions.
Robin Stewart, CFO
Financial and performance metrics
Our key financial and performance indicators for H1 2021 are summarised in the table below together with comparatives from the equivalent period in H1 2020.
H1 2021 H1 2020 H1 2021
vs. 2020
Group Liquidnet Total Reported Constant Reported
(exc. Currency Change
Liquidnet)
GBPm GBPm GBPm GBPm GBPm GBPm
------------ ---------- ------ --------- ---------- ----------
Revenue 881 55 936 990 947 -5%
------------ ---------- ------ --------- ---------- ----------
Adjusted
- Contribution 333 26 359 375 357 -4%
- Contribution
margin 37.8% 47.3% 38.4% 37.9% 37.7% +0.5%pts
- EBITDA 148 7 155 186 174 -17%
- EBIT 119 (2) 117 159 147 -26%
- EBIT margin 13.5% (3.6%) 12.5% 16.1% 15.5% -3.6%pts
------------ ---------- ------ --------- ---------- ----------
Reported
- EBIT 57 101 -44%
- EBIT margin 6.1% 10.2% -4.1%pts
------------ ---------- ------ --------- ---------- ----------
Average:
- Broker headcount(1) 2,760 2,760 2,746 +1%
- Revenue per
broker(2) (GBP'000) 289 289 330 -12%
- Contribution
per broker(3)
(GBP'000) 106 106 124 -15%
------------ ---------- ------ --------- ---------- ----------
Period end:
- Broker headcount(1) 2,774 2,774 2,728 +2%
- Total headcount 4,932 470 5,402 4,898 +10%
--------------------------- ------------ ---------- ------ --------- ---------- ----------
1. Average broker headcount excludes Liquidnet. Average broker
headcount for H1 2020 has been restated to move 24 headcount
as a result of the transfer of the Post-Trade Solutions business
to Parameta Solutions during the first half of 2021. Period
end 2020 broker headcount has been restated to move 26 Post-Trade
Solutions headcount to Parameta Solutions .
2. Revenue per broker is defined as total broking revenues
(Global Broking, Energy & Commodities and Agency Execution,
excluding Liquidnet) excluding inter-division revenues divided
by average broker headcount. H1 2020 has been restated following
the transfer of the Post-Trade Solutions business to Parameta
Solutions during 2021.
3. Contribution per broker represents broking contribution
(as defined in the Contribution section) for Global Broking,
Energy & Commodities and Agency Execution, excluding Liquidnet
business, divided by average broker headcount with the prior
year comparative calculated on the same basis. H1 2020 has
been restated following the transfer of the Post-Trade Solutions
business to Parameta Solutions during 2021.
Average broker headcount was 1% higher at 2,760 in H1 2021 from 2,746 in H1 2020 following the acquisition of Louis Capital Markets ('LCM'). Despite the 1% increase in the average number of brokers the revenue per broker declined 12% compared with 2020 on a reported basis (8% lower on a constant currency basis). The Period-end sales & support headcount increased 10%, primarily reflecting the acquisition of Liquidnet.
The tables that follow analyse revenue by business division as well as revenue and Adjusted operating profit ('EBIT') by primary operating segment for 2021 compared with the equivalent period in 2020. The tables also show the change on a constant currency basis.
Income Statement
The Group presents its reported results in accordance with IFRS as detailed in the financial statements. The Group also presents adjusted non-IFRS measures to report performance. Adjusted results and other alternative performance measures ('APMs') may be considered in addition to, but not as a substitute for, the reported results presented in accordance with IFRS. The Group believes that adjusted results and other APMs, when considered together with reported results, provide shareholders, analysts and other stakeholders with additional information to better understand the Group's financial performance and compare financial performance from period to period. These adjusted measures and other APMs are also used by management for planning and to measure the Group's performance. Management also uses adjusted measures to allow better comparability of information between operating segments. Investors and analysts should not rely on any single financial measure but should review the Interim Financial Statements, including the financial statements and notes, in their entirety.
Reported results are adjusted for significant items to derive adjusted results. A reconciliation from reported to adjusted measures is provided in the table below. The Group's adjusted performance is derived by adjusting reported results for Significant items. For H1 2021, the Group's adjusted and reported Earnings before interest and tax ('EBIT') of GBP117m and GBP57m, versus GBP159m and GBP101m in the same period of the prior year. Adjusted and reported EBIT decreased by 26% and 44% as the reported revenue reduction, together with the adverse FX impact, were not offset by equivalent declines in the management and supports costs, which is primarily incurred in GBP.
Income Statement
H1 2021 Adjusted Significant Reported
GBPm items
Revenue 936 - 936
--------- ------------ ---------
Employment, compensation and
benefits (591) (9) (600)
General and administrative expenses (194) (28) (222)
Depreciation and impairment of
PPE and ROUA (24) (2) (26)
Amortisation and impairment of
intangible assets (14) (21) (35)
Impairment of other assets - - -
Operating expenses (823) (60) (883)
Other operating income 4 - 4
--------- ------------ ---------
EBIT 117 (60) 57
Net finance expense (29) - (29)
--------- ------------ ---------
Profit before tax 88 (60) 28
Tax (21) (9) (30)
Share of net profit of associates
and joint ventures 9 (5) 4
Non-controlling interests (1) - (1)
--------- ------------ ---------
Earnings 75 (74) 1
========= ============ =========
Average number of shares 737.7 737.7 737.7
Basic EPS 10.2p (10.1p) 0.1p
H1 2020 Adjusted Significant Reported
GBPm items
--------- ------------ ---------
Revenue 990 990
--------- ------------ ---------
Employment, compensation and
benefits (637) (2) (639)
General and administrative expenses (173) (15) (188)
Depreciation and impairment of
PPE and ROUA (18) - (18)
Amortisation and impairment of
intangible assets (9) (20) (29)
Impairment of other assets - (21) (21)
Operating expenses (837) (58) (895)
Other operating income 6 - 6
--------- ------------ ---------
EBIT 159 (58) 101
Net finance expense (23) - (23)
--------- ------------ ---------
Profit before tax 136 (58) 78
Tax (34) 1 (33)
Share of net profit of associates
and joint ventures 10 - 10
Non-controlling interests (1) - (1)
--------- ------------ ---------
Earnings 111 (57) 54
========= ============ =========
Average number of shares 625.3 625.3 625.3
Basic EPS(1) 17.8p (9.2p) 8.6p
1. The average number of shares, used to calculate Basic EPS, has been restated to integrate the bonus element of the rights issued completed in February 2021
Revenue
Total Revenue in the Period of GBP936m was 1% lower than the equivalent period last year on a constant currency basis and 5% lower on a reported basis. The prior year's comparative period reflected extraordinary volumes in March 2020, caused by volatile market conditions as result of the emergence of the COVID-19 pandemic. Wholesale trading activity in the current Period was notably subdued across most financial asset classes and particularly in the second quarter of 2021 compared with the prior year.
Excluding Liquidnet's revenue contribution of GBP55m, revenue in the Period was 7% lower for the equivalent period last year on a constant currency basis and 11% lower on a reported basis. Revenue in H1 2021 was 6% higher on a constant currency basis than the equivalent period for 2019 when volumes were more normalised.
The broking inter-division revenues and Data & Analytics interdivision costs are eliminated upon the consolidation of the Group financial results.
Revenue by Primary Operating Segment and Business Division
Constant
Reported Currency
GBPm H1 2021 H1 2020 Change Change
---------- -------- --------- ----------
GBPm GBPm
---------- -------- --------- ----------
By Primary Operating
Segment
EMEA 456 488 -7% -5%
Americas 307 377 -19% -12%
Asia Pacific 118 125 -6% -2%
Liquidnet 55 - n/a n/a
---------- -------- --------- ----------
Total Revenue 936 990 -5% -1%
========== ======== ========= ==========
By Business Division
Rates(1) 226 277 -18% -16%
Credit 44 51 -14% -10%
FX & Money Markets 86 98 -12% -9%
Emerging Markets 92 103 -11% -6%
Equities 117 105 +11% +18%
Inter-division revenues(2) 10 10 +0% +0%
---------- -------- --------- ----------
Total Global Broking 575 644 -11% -7%
---------- -------- --------- ----------
Energy & Commodities 186 216 -14% -9%
Inter-division revenues(2) 1 1 +0% +0%
---------- -------- --------- ----------
Total Energy & Commodities 187 217 -14% -9%
---------- -------- --------- ----------
Excluding Liquidnet 48 57 -16% -14%
Liquidnet(3) 55 - n/a n/a
---------- -------- --------- ----------
Total Agency Execution
(3) 103 57 +81% +84%
---------- -------- --------- ----------
Data & Analytics(1) 72 70 +3% +11%
Post Trade Solutions 10 13 -23% -17%
---------- -------- --------- ----------
Total Parameta Solutions
(1) 82 83 -1% +6%
Inter-division eliminations(2) (11) (11) +0% +0%
---------- -------- --------- ----------
Total Revenue 936 990 -5% -1%
========== ======== ========= ==========
1. For comparative purposes, in H1 2020, GBP12m revenue on
a constant currency basis (GBP13m on a reported basis) have
been reclassified from Global Broking' Rates business into
Parameta Solutions as a result of the transfer of our Post-
Trade Solutions business. Also, in H1 2020, an additional GBP1m
Inter-division revenue in Global Broking has been recognised
relating to SEF(Swap Execution Facility) revenue earned from
clearing the Post- Trade Solutions revenues, with a corresponding
increase in the revenue elimination upon consolidation.
2. Inter-division charges have been made by Global Broking
and Energy & Commodities to reflect the value of proprietary
data provided to the Parameta Solutions division. The prior
year period has been restated in line with the new-presentation
format. The Global Broking inter-division revenues and Parameta
Solutions inter-division costs are eliminated upon the consolidation
of the Group's financial results.
3. In H1 2021, GBP55m of revenue have been included within
Agency Execution division arising from the Liquidnet acquisition
that completed on 23 March 2021.
Primary Operating Segments revenue
EMEA
EMEA revenue decreased by 7% in H1 2021 compared with the equivalent period in the prior year on a reported basis (5% lower on a constant currency basis). This reflected tough H1 2020 comparatives in Global Broking and Energy & Commodities.
In Global Broking, Rates, FX & Money Markets and Credit saw double-digit declines. Equities revenues were up due to strong performance in structured products, but primarily due to the addition of the acquisition of Louis Capital Markets (LCM). Agency Execution (excluding Liquidnet) continued to grow strongly due to the core strength in listed derivatives in the COEX brand. Similarly, Parameta Solutions continued to grow at double-digit, in spite of some weakness in Post-Trade Solutions revenue.
Americas
Americas revenue decreased by 19% in H1 2021 compared with the same period in the prior year on a reported basis (12% lower on a constant currency basis). This was again due to the extraordinary prior year comparatives to the prior year in Global Broking and Energy & Commodities.
Global Broking has seen lower volatility and trading volumes. Rates were materially down year-on-year when compared with strong March and April 2020 trading activity. Credit was also weaker than in the prior year, even though the electronic corporate bonds desk has had record Period. Equities revenue declined versus very strong comparative trading volumes.
In Energy & Commodities, power revenues were down year-on-year with declining volumes relative to the prior year.
Agency Execution revenue declined materially due to lower revenues in the non-COEX business, relating to interest rates relative value.
Parameta Solutions continued its organic growth, adding new salespeople, products and clients.
Asia Pacific
Asia Pacific revenue decreased by 6% in H1 2021 compared with the same period in the prior year on a reported basis (2% lower on a constant currency basis). The Global Broking business suffered an overall year on year revenue decrease of 10% on a reported basis (7% lower on a constant currency basis), owing in large part to resurgence of COVID-19 in the region, resulting in a slowdown of market activities as many customers turned to work from home and hence exercise a reduced trading appetite. The Energy and Commodities business in the region developed well in both scale and the level of diversification, with growth in most products following white space filling and strengthening of existing areas, especially in Oil. Overall revenue grew by 25% on a reported basis (32% higher on a constant currency basis). The business operates in 3 brands: Tullett Prebon, which has traditionally been strong in oil and related products together with precious metals, PVM, which is focused on oil and related products, and ICAP which has traditionally been strong in Iron Ore in Singapore and in Australian electricity.
Liquidnet
The Liquidnet acquisition was completed on the 23 March 2021. Following a robust pre-acquisition Q1 (driven by particularly strong retail activity), US share trading volumes declined by c.15% in Q2 relative to the prior year. Over the past year, US agency alternative trading systems ('ATS') block venues, like Liquidnet, have lost some market share to certain retail trading-driven ATS business models. In Europe, the high conviction/high volatility trading environment of Q1 21 manifested in robust block activity (below Q1 20, but well above historical averages). In contrast, the lower volatility, weak conviction conditions characterising the second quarter resulted in a reduced block component within overall trading activity.
Business Division revenue
Global Broking
Revenue of GBP575m was 11% lower than in H1 2020 on a reported basis (7% lower on a constant currency basis). Wholesale trading activity was notably subdued across most financial asset classes in the Period and particularly in the second quarter of 2021, compared with the prior period.
All asset classes saw lower revenues year-on-year, apart from Equities due to the inclusion of the LCM acquisition. The declines were more pronounced in Rates and Credit.
Rates activity was weaker, partly due to strong comparatives in Q1 2020, but also due to renewed global government support, including maintaining low interest rates and continued quantitative easing. In addition, disruption caused from Brexit and Libor transition impacted negatively the activity in the Period. Overall, Rates revenue declined 18% on a reported currency basis (16% on a constant currency basis). In credit markets, the conditions continue to be challenging as a number of new competitors continue to gain market share and the strong issuance growth in Q1 2021 did not lead to high secondary trading. This led Credit revenue to decline 14% on a reported basis (10% lower on a constant currency basis). FX & Money Markets and Emerging Markets both saw revenue declines of 9% and 6% on a constant currency basis on lower volatility.
Finally, Equities revenues increased 11% on a reported basis (18% higher on a constant currency basis). Market was favourable for structured products, and the group also benefited from the diversification from the LCM acquisition.
Energy & Commodities
Revenue of GBP187m were 14% lower than in H1 2020 on a reported basis (9% lower on a constant currency basis). This is mainly due to tough comparatives in H1 2020, where volumes reached extraordinary levels. Most E&C products including Power, Gas, Oil, Metals, Alternative Fuels and Soft & Agriculturals saw some revenue decline, albeit we witnessed good increases in Environmental and Minerals. In the oil markets volumes were down significantly but we fared better than the exchanges for H1 2021, as the exchanges previously picked up a significant amount of non-traditional oil business which has now left the market. The gas market is growing significantly but the exchanges and a number of new entrants picking up a significant amount of this new business, usually offering lower market prices. Asia has benefitted from a move of liquidity as the lockdowns have had a smaller impact on Singapore and Australia, and as such revenues were higher compared with the same period in the prior year. In the US the gas and power volumes are down and there has been a flight to quality which has benefitted our strong desks. Our H1 2021 revenue are c4% up on our pre-pandemic 2019 revenues on a constant currency basis.
Agency Execution
Revenue of GBP103m increased 81% on a reported basis (84% higher on a constant currency basis). The large increase (GBP55m) reflects the post-acquisition revenue of the Liquidnet business, which was completed on 23 March 2021. Excluding the Liquidnet revenue, Agency Execution revenue was GBP48m, a 16% decrease on a reported basis (14% lower on a constant currency basis). Overall, the COEX brand continued to grow especially for FX, reflation trades and listed futures and options products. However, this was offset by weaker relative value (RV) performance against extraordinary volumes in the prior year.
Liquidnet acquisition was completed on the 23 March 2021, and contributed GBP55m in H1 2021, primarily through its cash equities platform.
Overall, cash equities (the main product of Liquidnet in its current form) were generally robust in Q1 2021, albeit US share trading volumes declined by c.15% in Q2 21, compared with the prior year, although retail trading activity has remained materially higher as a share of trading than pre-pandemic levels. Over the course of the past year, US agency ATS have lost some market share to certain retail trading-driven ATS business models. In Europe, the high conviction/high volatility trading environment of Q1 21 manifested in robust block activity (below Q1 20, but well above historical averages). In contrast, the lower volatility, weak conviction conditions characterising the second quarter resulted in a reduced block component within overall trading activity.
Parameta Solutions
Revenue of GBP82m was 1% lower than in H1 2020 on a reported basis (6% higher on a constant currency basis). During the Period, we launched our new brand Parameta Solutions. Also, we transferred our Post-Trade Solutions (previously Global Broking's RMS) business to Parameta Solutions.
Data and Analytics (D&A) revenue continued to grow strongly (3% higher on a reported basis, 11% higher on a constant currency basis) with a lot of highlights. Most notably, there was a dramatic reduction in the cancellation rates vs. H1 2020. We were able to complete our first benchmark and index license, our first tri-party benchmark deal and signed a multi-year enterprise license with at tier-1 dealer. In addition, we were able to grow materially our client list after completing a Data License campaign with one of our top distributors. In terms of new products, we launched a new real time oil service, multiple RFR product and our inaugural Environmental package.
Post-Trade services revenue declined 23% on a reported basis (17% lower on a constant currency basis) on the back of lower secondary volumes. In terms of performance, the highlights for Post-Trade services were: (a) increasing revenues in eRepo platform, (b) growing revenues from our nascent MB Rebalance, (c) the transition of ClearCompress to a recognised compression solution provider and (d) continuous improvements in the Matchbook Rates and NDF platform.
Operating expenses
Total operating costs were GBP883m, which was 1% lower than in H1 2020 on a reported basis. Total adjusted operating costs of GBP823m in H1 2021 were 2% lower than H1 2020 (7% higher on a constant currency basis (see APM section for further details)). This has been driven by a decrease in front office and management and support costs.
Constant
Reported Currency
GBPm H1 2021 H1 2020(1) Change Change Change
-------- ----------- ------- --------- ----------
Front office costs
* Broking(2) 546 583 (37) -7% -2%
* Parameta Solutions 31 32 (1) -3% +3%
Total front office
costs 577 615 (38) -6% -2%
======== =========== =======
Management and support
costs
* Employment costs 123 127 (4) -3% +2%
* Technology and related costs 38 38 - +0% +0%
* Premises and related costs 15 12 3 +25% +25%
* Depreciation and amortisation 38 27 11 +41% +41%
* FX losses/(gains) 4 (10) 14 +140% +140%
* Other administrative costs 28 28 - +0% 0%
--------
Total management and
support costs 246 222 24 +11% +14%
======== =========== =======
Total adjusted operating
costs 823 837 (14) -2% +2%
======== =========== =======
Significant items
* Restructuring and other related costs 12 13 (1) -8%
* Disposals and acquisitions and investments in new
businesses 37 22 15 +68%
* Goodwill impairment - 21 (21) -100%
* Legal and regulatory matters 11 2 9 +450%
-------- ----------- -------
Total operating expenses 883 895 (12) -1%
======== =========== =======
1. Restated in line with our new divisional disclosures.
2. Includes all front-office costs, including broker compensation,
travel & entertainment, telecommunications, information services,
clearing and settlement fees as well as other direct costs.
The table above sets out operating expenses on the basis on which management chooses to view this area, divided principally between front office costs and management and support costs. Front office costs tend to have a large variable component to them and are directly linked to the output of our brokers. The largest element of this is broker compensation as well as other front office costs, which include travel and entertainment, telecommunications and information services, clearing and settlement fees as well as other direct costs. The remaining cost base represents the management and support costs of the Group.
Broking front-office costs decreased GBP37m, or 7% on a reported basis (-4% on a constant currency basis). The underlying increase in management and support costs (excluding the FX impact) is mainly attributed to recent acquisitions, mainly Liquidnet (+GBP28m) and Louis Capital Markets (LCM), partially offset by lower compensation costs due to the revenue declines, savings relating to the announced GBP35m cost savings plan and lower clearing & settlement costs.
Parameta solutions front-office costs decreased 3% on a reported (+3% on a constant currency basis), due to the continuous revenue growth for the Data & Analytics business.
Employment costs decreased 3% on a reported basis (2% higher on a constant currency basis). This is mainly due to recent acquisition of Liquidnet and LCM, partially offset by some savings relating to the announced GBP35m cost savings plan.
Technology and related costs were broadly stable at GBP38m, with additional Liquidnet technology costs (+GBP6m), largely offset by lower IT consultancy fees (-GBP6m), mainly due to the non-recurrence of COVID-19 cloud investment.
Premises and related costs increased +25% on a reported and constant currency basis. This relates to the Liquidnet acquisition.
Depreciation and amortisation increased by GBP11m or +41% on a reported basis (+46% on a constant currency basis). The majority of the increase relates to Liquidnet (GBP9m) with the rest attributed to depreciation (GBP2m) of our new London headquarters.
The GBP14m adverse change in FX gains and losses reflects the strengthening of GBP against other currencies on the retranslation of net financial assets, including cash.
Other administrative costs were stable on a reported basis (3% lower on a constant currency basis), due to lower travel & entertainment and other consultancy fees.
Significant items
Significant items are material items, that may span several accounting periods, that are excluded from adjusted measures to allow better comparability of financial performance from period to period and give additional information to better understand the Group's financial performance when considered together with reported results.
Total significant items, included in operating costs, amounted to GBP60m in H1 2021 (H1 2020: GBP58m) and GBP5m (H1 2020: GBPnil) as a loss on sale of associate which is reported separately on the income statement. Significant items include:
Restructuring and related costs of GBP12m (H1 2020: GBP13m)
Restructuring and related costs arise from initiatives to reduce the ongoing cost base and improve efficiency in the business to enable the delivery of our strategic priorities. These initiatives are material in size and nature to warrant exclusion from adjusted measures. These initiatives may span several accounting periods. Costs for other smaller scale restructuring are retained within both reported and adjusted results. In H1 2021, the following restructuring and related costs were considered to be significant items:
-- GBP3m incurred on the Group's redomiciliation to Jersey, which was approved by Shareholders
at the EGM in January. These costs are reflected within other general and administration expenses (made up of GBP2m legal fees and GBP1m accountancy fees);
-- GBP4m in property related costs from the Group's leased property integration and includes: (a) property costs associated with Tower 42 and 155 Broadgate of GBP2m following the transfer and consolidation of the Group's space requirements to 135 Broadgate and (b) GBP2m in accelerated depreciation charges related to the now empty properties.
-- GBP4m in employee redundancy costs associated with the Group's GBP35m costs saving programme and;
-- GBP1m pension scheme and past service cost from a remeasurement of the Group's UK defined benefit scheme;
As adjusted results include the benefits of material restructuring programmes but some of the related costs have been excluded, they should not be regarded as a complete picture of the Group's financial performance, which is presented in the reported results.
Disposals, acquisitions and investments in new businesses of GBP42m (H1 2020: GBP22m)
Costs, and any related income, related to disposals, acquisitions and investments are transaction dependent and can vary significantly year on year, depending on the size and complexity of each transaction. These amounts, including the amortisation of intangible assets arising on consolidation, are excluded in deriving adjusted results to better reflect the trading performance of the Group and its segments. Amortisation of intangible assets arising on consolidation is treated in line with acquisition related costs, the exclusion of which normalises the impact of deal dependent pricing and allows comparability of performance from period to period. Amortisation of purchased and developed software is retained in both the reported and adjusted results as these are considered to be core to supporting the operations of the business.
In H1 2021 the following disposal, acquisition and investment costs were considered to be significant items:
-- GBP21m in the amortisation of intangible assets recognised following acquisitions of which primarily GBP17m related to the amortisation of intangible assets in ICAP and GBP3m related to Liquidnet;
-- GBP8m in acquisition costs incurred, mainly relating to Liquidnet;
-- GBP3m of net losses on derivatives and foreign exchange, comprised of GBP8m of derivative losses offset by foreign currency exchange gains of GBP5m arising from economic hedging activities entered into to reduce the Group's exposure to a strengthening US dollar ahead of the Liquidnet acquisition;
-- GBP5m in employee redundancy costs incurred to date as part of the Liquidnet integration programme; and
-- GBP5m loss on disposal of Group's investment in an associate, reported separately on the Income Statement.
Goodwill impairment of GBPnil (H1 2020: GBP21m)
As with other related acquisition costs and adjustments, management consider goodwill impairment separately, due to significant variations year-on-year, to aid comparability of results. There was no goodwill impairment in H1 2021. In H1 2020, the carrying value of the Asia-Pacific CGU was written down by GBP21m.
Legal and regulatory matters of GBP11m (H1 2020: GBP2m)
Costs, and recoveries, related to certain legal and regulatory cases are treated as significant items due to their size and nature. Management consider these cases separately due to the judgements and estimation involved, the costs and recoveries of which could vary significantly year-on-year.
Total expense of GBP11m recognised for the half year ended 30 June 2021 for the following cases:
-- GBP4m costs relating to the recently announced fine from the AMF following their investigation. The Group is currently considering an appeal to the ruling;
-- GBP3m costs regarding the cum-ex legal case for an action by the Attorney General's office and the Cologne Public Prosecutor in Germany;
-- GBP2m in net legal costs relating to ongoing court cases in Australia;
-- GBP1m in expected legal and settlement costs related to a labour case in Brazil that existed prior to the ICAP acquisition; and
-- GBP1m in legal fees in the pursuit of claims for costs relating to the Group Income Protection liabilities.
Primary Operating Segment analysis
The adjusted operating profit and adjusted operating profit margin by region are shown below are compared with reported data for the prior period.
LQT Corp/
H1 2021 (GBPm) EMEA Americas APAC (2) Treasury Total
-------------------------------- ------ --------- ------ ------- ---------- ------
Revenue 456 307 118 55 - 936
Total front office costs (269) (205) (74) (29) - (577)
Contribution 187 102 44 26 - 359
------ --------- ------ ------- ---------- ------
Contribution margin 41.0% 33.2% 37.3% 47.3% - 38.4%
Management and support
costs (94) (58) (30) (19) (7) (208)
Other operating income 2 1 1 - - 4
------ --------- ------ ------- ---------- ------
Adjusted EBITDA 95 45 15 7 (7) 155
Adjusted EBITDA margin 20.8% 14.7% 12.7% 12.7% - 16.6%
Depreciation and amortisation (18) (6) (5) (9) - (38)
------ --------- ------ ------- ---------- ------
Adjusted EBIT 77 39 10 (2) (7) 117
Adjusted EBIT margin 16.9% 12.7% 8.5% (3.6%) - 12.5%
LQT Corp/
H1 2020 (GBPm) EMEA Americas APAC (2) Treasury Total
---------------------------------- ------ --------- ------ ----- ---------- ------
Revenue: 488 377 125 - - 990
Total front office costs: (281) (246) (81) - (7) (615)
------ --------- ------ ----- ---------- ------
Contribution 207 131 44 - (7) 375
------ --------- ------ ----- ---------- ------
Contribution margin 42.4% 34.7% 35.2% - - 37.9%
Management and support
costs (92) (68) (32) - (3) (195)
Other operating income 2 1 3 - - 6
------ --------- ------ ----- ---------- ------
Adjusted EBITDA 117 64 15 - (10) 186
Adjusted EBITDA margin 24.0% 17.0% 12.0% - - 18.8%
- Depreciation and amortisation (14) (8) (5) - - (27)
------ --------- ------ ----- ---------- ------
Adjusted EBIT 103 56 10 - (10) 159
Adjusted EBIT margin 21.1% 14.9% 7.9% - - 16.1%
1. The Group's geographic segments were re-organised following the approval of the redomiciliation of the listed entity shareholders in February 2021. The amounts for H1 2020 have been restated to reflect the new segmentation. GBP10m in net management support costs, previously in the EMEA segment were moved to the new Corporate/Treasury segment resulting in an increase in Adjusted EBIT of EMEA to GBP103m from the previously published GBP93m in H1 2020. There were no other material changes to metrics published in the H1 2020 press release.
2. LQT = Liquidnet. Due to the scale and strategic interest in the results of Liquidnet, management have decided to report it as its own primary operating segment.
EMEA
EMEA revenue for the region decreased by 7% in H1 2021 compared with the equivalent period in the prior year on a reported basis (5% lower on a constant currency basis). This reflected tough H1 2020 comparatives in Global Broking and Energy & Commodities, offset by good growth in Agency Execution (excluding Liquidnet) and Parameta Solutions.
Contribution margin decreased 1.4%pts to 41.0% mainly due to the revenue decline but also due to the re-signing of key staff in some core Global Broking areas. As such contribution declined to GBP187m, or 10% lower than in H1 2020.
EBIT margin reduced to 16.9%, or 4.2%pts lower, due to the lower revenue base. Management and support costs increased due to the LCM acquisition, but were partially offset by savings made as part of the GBP35m restructuring plan. EBIT declined to GBP77m, 25% lower than in the prior year.
Americas
Americas revenue decreased by 19% in H1 2021 compared with the same period in the prior year on a reported basis (12% lower on a constant currency basis). In Global Broking, all asset classes excluding FX & Money Markets and Emerging Markets reported lower revenues than the strong comparative period. Similarly, Energy & Commodities revenue in the prior period declined.
Agency Execution revenue decline was driven by lower revenues in the relative value business. Parameta Solutions continued its organic growth, adding new salespeople, products and clients.
The overall revenue reduction, combined with a number of new hires in equities, and our continued focus on broker retentions led to 22% lower contribution of GBP102m. As such, the contribution margin declined 1.5% pts to 33.2%.
The lower revenue base impacted the EBIT margin, which has declined 2.2% pts to 12.7%. This was despite a 15% management & support costs reduction to GBP58m.
Asia Pacific
Asia Pacific revenue decreased by 6% in H1 2021 compared with the same period in the prior year on a reported basis (2% lower on a constant currency basis), with strong Energy & Commodities offset by weaker Global Broking, as financial asset broking continued to be muted due to the resurgence of COVID-19.
H1 2021 contribution of GBP44m was in line with the prior year. The contribution margin for the region as a whole increased to 37.3%, 2.1% pts higher than equivalent period in the prior year. This was supported through reduction in broker compensation mainly through a carefully planned desk restructuring carried out last year, together with revenue improvements in the Energy and Commodities business.
The region's contribution was negatively impacted by Agency Execution in the short term as it continued to grow Coex FX Options and Rates businesses. Parameta Solutions, especially the global Matchbook Rates and NDF businesses centred in Singapore, continues to contribute to the region's overall performance.
EBIT was GBP10m for H1 2021, in line with the prior year, as lower revenues were offset by lower front-office and support costs. As a result, EBIT margin increased to 8.5%, or 0.6% pts higher year-on-year.
Liquidnet
Liquidnet revenues for the period in which it was consolidated (23 March to 30 June) were GBP55m as a consequence of lower equity market volumes in Q2 of 2021. During Q2 US share trading volumes declined by 15% relative to the prior year. In Europe, the high conviction and high volatility first quarter produced robust block activity, where as in the second quarter, lower volatility and weak conviction conditions resulted in a lower share for blocks within overall trading activity.
Liquidnet reported 47.3% contribution margin and -3.6% EBIT margin. The GBP2m EBIT loss reflects the impact of the revenue decline in the period since acquisition together with the scale of the acquired cost base. We have identified c.GBP20m of annualised cost synergies in the business, of which we expect to achieve around a quarter in 2021 and the remainder by the end of 2023. These savings around 10% of the annualised addressable costs of the business. We are targeting a cost to achieve these savings of around 1x the synergy savings.
Divisional EBIT analysis
This section outlines the performance of TP ICAP Group by division in terms of revenues, contribution and operating profit (EBIT). The broking inter-segmental revenues and Parameta Solutions inter-segmental costs are eliminated upon the consolidation of the Group financial results. There is additional disclosure regarding divisional revenue performance in the previous sections
Broking contribution (excluding Parameta Solutions and the newly acquired Liquidnet business) declined 14% to GBP292m (H1 2020 GBP341m), reflecting lower revenues across our broking businesses.
Contribution represents the revenue of our businesses less the total front office costs. An improvement in the absolute level of contribution is an important metric in driving earnings growth for the Group. In H1 2021 the overall level of contribution was 4% lower at GBP359m year-on-year. The overall contribution margin increased to 38.4% as lower revenues were more than offset by lower front office costs. TP ICAP's adjusted EBIT of GBP117m was 26% lower than the prior year, primarily reflecting lower revenues due to underlying performance and FX headwinds. Whilst the Group's underlying management and support costs were GBP18m lower year-on-year, this was offset by GBP48m of additional costs which comprise GBP32m of costs from the acquisitions of Liquidnet and LCM, GBP2m of strategic investment spend and a GBP14m movement in FX on our financial assets. The EBIT margin declined 3.6% points to 12.5%.
Global Broking revenue was 11% lower on a reported basis (7% lower on a constant currency basis) compared to a strong prior year comparative. This performance was only partially offset by good growth in Equities, driven by the acquisition of LCM.
The adjusted operating profit (EBIT) decreased 29% to GBP89m. This was a result of reduced revenue offset partially by lower management and support costs that included investment in our Hub strategy. Operating profit (EBIT) margin decreased 3.9% pts to 15.5%.
Energy & Commodities revenues decreased 14% on a reported basis (9% lower on a constant currency basis) compared with H1 2020 as market volatility declined versus extraordinary levels witnessed in the comparative period, especially between January and April. Revenues decreased in most products, including Oil and Power.
Contribution decreased 12% year on year to GBP64m, due to lower revenues. Our cost efficiency actions ensured that the contribution margin increased 0.6% pts.
The resulting adjusted EBIT decreased to GBP23m, or 28% lower versus H1 2020. The adjusted EBIT margin declined 2.4% pts to 12.3%.
Agency Execution revenue grew by 81% on a reported basis (84% higher on a constant currency basis) compared with H1 2021. This increase reflects revenue from the Liquidnet business acquired on 23 March 2021. Excluding Liquidnet revenue, Agency Execution revenue was GBP48m, a 16% decrease on a reported basis (14% lower on a constant currency basis).
Contribution increased to GBP36m, reflecting the impact of the Liquidnet acquisition, with contribution margin improving by 6.9% pts to 35.0%.
EBIT for the division was GBPnil (GBP8m lower year-on-year), with EBIT margin reducing from 14% to 0%. This reflects the impact of lower revenue in the TP ICAP business, together with the GBP2m EBIT loss of Liquidnet in the Period
Parameta Solutions revenue of GBP82m was 1% lower than in H1 2020 on a reported basis (6% higher on a constant currency basis). During the Period, we launched our new brand Parameta Solutions, which includes Data & Analytics and the Post-Trade Solutions business (transferred from Global Broking's RMS to Parameta Solutions).
Data and Analytics (D&A) revenue continued to grow strongly (3% higher on a reported basis and 11% higher on a constant currency basis). Post-Trade Solutions revenue declined 23% lower on a reported basis (17% lower on a constant currency basis) on the back of lower secondary volumes resulting from the impact of Libor transition.
Contribution was stable at GBP41m. Data & Analytics and Post-Trade Solutions continues to build scale, launching new higher-value products, improving distribution channels and increasing the number of clients in the buy-side and the sell-side. Contribution margin increased to 50.0% or 0.6% pts higher year-on-year.
Parameta Solutions adjusted EBIT of GBP32m was 6% lower than H1 2020, with adjusted EBIT margin declining 2% pts to 39%. This reflects additional investment in the Period in new product development and additional hires in the Global Sales team.
GB = Global Broking; E&C = Energy & Commodities; AE = Agency Execution, PS = Parameta Solutions, Corp/Elim = Corporate Centre, eliminations and other unallocated costs
Corp/
H1 2021 (GBPm) GB(1,2) E&C(2) AE(3) PS(1,2) Elim Total
---------------------------------- -------- ------- ------ -------- ------ -------
Revenue:
- External 565 186 103 82 - 936
- Inter-division(2) 10 1 - - (11) -
-------- ------- ------ -------- ------ -------
575 187 103 82 (11) 936
Total front office costs:
- External (357) (123) (67) (30) - (577)
- Inter-division(2) - - - (11) 11 -
-------- ------- ------ -------- ------ -------
(357) (123) (67) (41) 11 (577)
-------- ------- ------ -------- ------ -------
Contribution 218 64 36 41 - 359
Contribution margin 37.9% 34.2% 35.0% 50.0% - 38.4%
Net management and support
costs:
- Management and support
costs (115) (36) (25) (8) (24) (208)
- Other operating income 1 - - - 3 4
-------- ------- ------ -------- ------ -------
Adjusted EBITDA 104 28 11 33 (21) 155
Adjusted EBITDA margin 18.1% 15.0% 10.7% 40.2% - 16.6%
- Depreciation and amortisation (15) (5) (11) (1) (6) (38)
-------- ------- ------ -------- ------ -------
Adjusted EBIT 89 23 - 32 (27) 117
======== ======= ====== ======== ======
Adjusted EBIT margin 15.5% 12.3% 0.0% 39.0% - 12.5%
Significant items (60)
-------
Reported EBIT 57
=======
Reported EBIT margin 6.1%
-------- ------- ------ -------- ------ -------
Average broker headcount 1,987 655 118 n/a n/a 2,760
Average sales headcount - - 63 n/a n/a 63
Revenue per broker(4) 284 284 407 n/a n/a 289
Contribution per broker(4) 110 98 85 n/a n/a 106(4)
-------- ------- ------ -------- ------ -------
The adjusted operating profit and adjusted operating profit margin by region are shown below are compared with reported data for the prior period.
Corp/
H1 2020 (GBPm) GB(1,2) E&C(2) AE PM(1,2) Elim Total
---------------------------------- -------- ------- ------ -------- ------ -------
Revenue:
- External 634 216 57 83 - 990
- Inter-division(2) 10 1 - - (11) -
-------- ------- ------ -------- ------ -------
644 217 57 83 (11) 990
Total front office costs:
- External (392) (144) (41) (31) (7) (615)
- Inter-division(2) - - - (11) 11 -
-------- ------- ------ -------- ------ -------
(392) (144) (41) (42) 4 (615)
-------- ------- ------ -------- ------ -------
Contribution 252 73 16 41 (7) 375
Contribution margin 39.1% 33.6% 28.1% 49.4% 37.9%
Net management and support
costs:
- Management and support
costs (115) (37) (8) (6) (29) (195)
- Other operating income 2 - - - 4 6
-------- ------- ------ -------- ------ -------
Adjusted EBITDA 139 36 8 35 (32) 186
Adjusted EBITDA margin 21.6% 16.6% 14.0% 42.2% 18.8%
- Depreciation and amortisation (14) (4) - (1) (8) (27)
-------- ------- ------ -------- ------ -------
EBIT 125 32 8 34 (40) 159
======== ======= ====== ======== ======
Adjusted EBIT margin 19.4% 14.7% 14.0% 41.0% 16.1%
Significant items (58)
-------
Reported EBIT 101
=======
Reported EBIT margin 10.2%
-------- ------- ------ -------- ------ -------
Average broker headcount 1,982 661 103 n/a n/a 2,746
Average sales headcount - - n/a n/a n/a n/a
Revenue per broker 320 327 553 n/a n/a 330
Contribution per broker 127 110 155 n/a n/a 124(4)
-------- ------- ------ -------- ------ -------
1. Following the formation of the Parameta Solutions business , the Post-trade Solutions business reported in the Rates asset class within Global Broking was transferred to Parameta Solutions. The comparative revenues of Rates within Global Broking and Parameta Solutions have been restated to reflect the restructuring. third party revenues in H1 2020 amounted to GBP13m. Additionally, inter-division revenue has increased by GBP1m reflect sale of clearing services to Post-trade Solutions, which eliminate on consolidation. Adjusted EBIT (operating profit) within the Global Broking division has been reduced by GBP6m with the corresponding increase reflected in the results of Parameta Solutions.
2. Inter-division charges have been made by Global Broking and Energy & Commodities to reflect the value of proprietary data provided to the Parameta Solutions division. The prior year period has been restated in line with the new-presentation format. The Global Broking inter-division revenues and Parameta Solutions inter-division costs are eliminated upon the consolidation of the Group's financial results.
3. For H1 2021, GBP55m of revenue has been included within Agency Execution relating to the Liquidnet acquisition that completed on 23 March 2021.
4. Revenue and contribution by broker is calculated as external revenues and contribution of GB, E&C and AE, excluding Liquidnet, divided by the average brokers for the Period. The Group revenue and contribution by broker excludes revenue and contribution from PS and Liquidnet, included within AE. Revenue and Contribution attributed to Liquidnet in 2021 was GBP55m and GBP26m, respectively.
Group Net finance expense
The adjusted net finance expense of GBP29m is GBP6m higher than the GBP23m charged in H1 2020 reflecting the impact of additional debt drawn to partially finance the Liquidnet acquisition and the impact of foreign currency options purchased to hedge the acquisition proceeds. This comprises GBP30m of interest expense, of which GBP18m relates to the Group's Sterling Notes, GBP2m of from interest and commitment fees on bank facilities, GBP1m of amortisation of debt issue costs and bank facilities arrangement fees and GBP2m of amortisation of the premium paid on foreign currency options purchased in 2020. GBP6m of interest was incurred on finance lease liabilities and there was GBP1m from other sources . The expense is offset by GBP1m of interest income.
Group Tax
The effective rate of tax on adjusted profit before tax is 24.4% (H1 2020: 25.0%). The effective rate of tax on reported profit before tax is 107.0% (H1 2020: 42%). The higher rate on reported profit before tax is due primarily to GBP16m increase in the deferred tax liability recognised in respect of intangible assets arising on consolidation following the announcement of a future increase in the UK corporation tax rate, which is included within significant items.
Basic EPS
The average number of shares used for the basic EPS calculation of 737.7m reflects the 563.3m shares in issue at 31 December, increased by 225.4m shares issued under the rights issue, less 8.1m shares held by the TP ICAP plc Employee Benefit Trust at the end of the Period, less the time apportionment impact of the rights issue of 41.6m and the time apportioned movements in shares held by the EBT used to settle deferred share awards of 1.3m. The average number of shares in issue for June 2020 and December 2020 have been restated from the published numbers of 557.3m and 557.0m to 625.3m and 625.0m, respectively, reflecting the impact of the bonus element of the rights issue. The TP ICAP plc Employee Benefit Trust has waived its rights to dividends.
The reported Basic EPS for the Period was 0.1p (H1 2020: 8.6p), and adjusted Basic EPS for the Period was 10.2p (H1 2020: 17.8p).
Dividend
A 4.0p per share interim dividend H1 2020 reported: 5.6p, H1 2020 pro-forma for the bonus element of the February 2021 rights issue: 4.0p will be paid on 5 November 2021 to shareholders on the register at close of business on 1 October 2021. The ex-dividend date will be 30 September 2021.
The Group has previously announced its intention to pay 2x adjusted earnings on an annual basis.
The Company offers a Dividend Reinvestment Plan ('DRIP'), where dividends can be reinvested in further TP ICAP Group plc shares. The DRIP election cut-off date will be 15 October 2021.
Cash Flow
GBPm H1 2021 H1 2020
----------------------------------------- -------- --------
Adjusted EBITDA(1) 155 186
Share based compensation and pension
admin fees 6 4
Change in initial contract prepayments 2 -
Working capital (55) (14)
Capital expenditure (30) (23)
Interest paid and bank fees (28) (24)
Income taxes paid (25) (37)
----------------------------------------- -------- --------
Free cash flow(1) 25 92
Free Cash Flow Margin(2) 2.7% 9.3 %
Cash flow impact of significant
items (31) (9)
Net cash paid to acquire subsidiaries (249) -
Dividends from associates and joint
ventures, net of investment 9 2
Deferred consideration paid on
prior acquisitions (7) (4)
Other investing activities 6 4
Net proceeds from rights issue 309 -
Dividends paid to shareholders
and non-controlling interest (17) (63)
Own shares acquired for employee
trusts - (9)
Payment of lease liabilities (capital
element) (16) (16)
----------------------------------------- -------- --------
Cash movements in net funds(3) 29 (3)
Net funds, excluding lease liabilities,
at the beginning of the period(1) 58 135
Non-cash movements:
Liquidnet Vendor Loan Notes (36) -
Debt issue costs amortisation
(see note 19) - (1)
Foreign exchange movements (6) 25
----------------------------------------- -------- --------
Net funds, excluding lease liabilities,
at the end of the period (1) 45 156
========================================= ======== ========
1 Adjusted EBITDA, Free cash flow and net funds are APMs and used to assess the performance of the Group and are not defined under IFRS. Further information on APMs including a reconciliation to an IFRS measure, are set out in the APM Glossary.
2 Free cash flow margin is calculated as Free Cash Flow divided by Revenue.
3 Cash movements in net funds is reconciled to net increase/decrease in cash and cash equivalents, an IFRS measure, is set out in the APM Glossary.
Free Cash flow decreased by GBP25 million during the Period reflecting the impact of:
a) lower Adjusted EBITDA in line with lower revenues partly offset by lower cash costs;
b) working capital outflow of GBP55m (H1 2020: outflow of GBP14m) that principally reflects the increase in trade receivables (including clearing organisation balances) GBP43m (H1 2020: GBP18m); minimal (GBP1m) outflow from settlement balances (H1 2020: GBP6m outflow); outflows in respect of provisions of GBP4m (H1 2020: GBP3m) and other debtors and creditors (GBP9m) (H1 2020: GBP3m inflow); and an increase in unused annual leave accrual of GBP2m (H1 2020: GBP10m);
c) Capital expenditure increased to GBP30m (H1 2020: GBP23m), GBP7m higher than in the prior period. This is the result of GBP4m of capital expenditure relating to Liquidnet, incremental spending on our new London Headquarters and ongoing IT investment projects;
d) GBP4m increase in interest paid, which included GBP2m of additional finance lease interest (GBP1m for Liquidnet) and GBP1m of from increased borrowing facility drawings used as part of the funding of the Liquidnet acquisition; and
e) GBP25m of adjusted tax payments. This is lower than H1 2020 tax payments of GBP37m due to lower profitability and because H1 2020 was a transitional period in which UK tax was paid in relation to both 2019 and 2020 profits.
As a result, the Group's free cash flow reduced to GBP25m from GBP92m, and the free cash flow margin decrease to 2.7% from 9.7%.
The cash flow on significant items of GBP31m primarily reflects Liquidnet acquisition costs (including hedging), costs-to-achieve the GBP35m cost savings plan, expenses incurred in the German and Australian legal cases and the costs of redomiciliation following shareholder approval in February 2021.
In March 2021, the Group paid GBP451m (including cash acquired of GBP202m) for Liquidnet (Note 24) which was partly funded by the net proceeds of GBP309m from the rights issue undertaken in February 2021.
Total dividends paid to shareholders (including GBP1m paid to non-controlling interests) were GBP17m, reflecting the 2020 final dividend of 2p on the enlarged share base following the rights issue.
Capital payments on finance lease liabilities were unchanged compared to the prior period.
Debt finance
The composition of the Group's outstanding debt is summarised below.
GBPm At 30 At 30 At 31
June June December
2021 2020 2020
----------------------------------------- ------ ------ ----------
5.25% Sterling Notes January 2024 431 431 431
5.25% Sterling Notes May 2026 250 250 250
Loan from related party 65 - 28
Revolving credit facility drawn 42 40 -
Unamortised debt issue costs (2) (2) (2)
3.2% Liquidnet Vendor Loan Notes 36 - -
Overdrafts 32 - 7
Accrued interest 11 11 11
----------------------------------------- ------ ------ ----------
Debt (used as part of net funds/(debt)) 865 730 725
Lease liabilities 286 216 212
----------------------------------------- ------ ------ ----------
Total Debt 1,151 946 937
----------------------------------------- ------ ------ ----------
The Group's core debt, pre-lease liability has increased to GBP865m. The increase was due to a drawdown on our revolving credit facility ('RCF') of $58m (GBP42m) and the credit facility with Totan of Yen10bn (GBP65m). The GBP270m RCF matures in December 2023 and the Yen10bn Totan facility matures in August 2023.
Vendor loan notes of $50m (GBP36m) were issued as part of the purchase consideration of Liquidnet.
Exchange rates
The income statements and balance sheets of the Group's businesses whose functional currencies are not GBP are translated into Sterling at average and period end exchange rates respectively. The most significant exchange rates for the Group are the US Dollar and the Euro. The Group's current policy is not to enter into formal hedges of income statement or balance sheet translation exposures. Average and period end exchange rates used in the preparation of the financial statements are shown below.
Average Period End
----------------------------
H1 H1 FY H1 H1 H2
2021 2020 2020 2021 2020 2020
US Dollar $1.39 $1.28 $1.29 $1.38 $1.24 $1.37
Euro EUR1.15 EUR1.15 EUR1.13 EUR1.17 EUR1.10 EUR1.12
Pensions
The Group has one defined benefit pension scheme in the UK which is in the process of being wound up and individual policies issued to beneficiaries. During the wind-up period, the Group will continue to restrict the recognition of the net surplus applying an asset recognition ceiling.
Following the full settlement of the Scheme's liabilities the Scheme will be wound-up and the sponsor expects to receive the remaining assets. Any repayment received will also be subject to applicable taxes at that time, currently 35%.
Regulatory capital
Following the Group's redomiciliation to Jersey on 26 February 2021, the Group now falls under the regulation of the Jersey Financial Services Commission. At a Group level, the Group is no longer subject to the consolidated capital adequacy requirements under CRD IV and as a result the 'Financial Holding Company test' and CRD IV waiver requirements of the FCA are no longer applicable. The FCA has become the lead regulator of the Group's EMEA business, sub-consolidated under a UK holding Company, for which the consolidated capital adequacy requirements under CRD IV now apply. This sub-group has not applied for a waiver as the sub-group maintains an appropriate excess of financial resources.
Many of the Group's broking entities are regulated on a 'solo' basis, and are obliged to meet the regulatory capital requirements imposed by the local regulator of the jurisdiction in which they operate. The Group maintains an appropriate excess of financial resources in such entities.
Going concern
The Group has sufficient financial resources both in the regions and at the corporate centre to meet the Group's ongoing obligations. The Directors have assessed the outlook of the Group, including consideration of the enlarged Group following the acquisition of Liquidnet, for at least 12 months from date of approval of the financial statements by considering medium-term projections as well as stress tests and mitigation plans. These forecasts and stress tests take into account both the ongoing COVID-19 pandemic and Brexit. Based on this assessment the Directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. Accordingly, the Interim Financial Statements continue to be prepared on the going concern basis.
----------------------------------------------------------------------------------------------------
Condensed Consolidated Income Statement
for the six months ended 30 June 2021
Notes Six months Six months Year ended
ended 30 ended 30 31 December
June 2021 June 2020 2020
GBPm GBPm GBPm
---------------------------------- ------ ----------- ----------- -------------
Revenue 5 936 990 1,794
---------------------------------- ------ ----------- ----------- -------------
Employment, compensation
and benefits 6 (600) (639) (1,153)
General and administrative
expenses 6 (222) (188) (360)
Depreciation and impairment
of PPE and ROUA 6 (26) (18) (37)
Amortisation and impairment
of intangible assets 6 (35) (29) (59)
Impairment of other assets 6 - (21) (23)
---------------------------------- ------ ----------- ----------- -------------
Total operating costs 6 (883) (895) (1,632)
Other operating income 7 4 6 16
EBIT/operating profit 57 101 178
Finance income 8 1 2 3
Finance costs 9 (30) (25) (52)
---------------------------------- ------ ----------- ----------- -------------
Profit before tax 28 78 129
Taxation (30) (33) (48)
---------------------------------- ------ ----------- ----------- -------------
(Loss)/profit after tax (2) 45 81
Share of results of associates
and joint ventures 9 10 16
Loss on sale of associate (5) - -
---------------------------------- ------ ----------- ----------- -------------
Profit for the period 2 55 97
================================== ====== =========== =========== =============
Attributable to:
Equity holders of the parent 1 54 96
Non-controlling interests 1 1 1
---------------------------------- ------ ----------- ----------- -------------
2 55 97
================================== ====== =========== =========== =============
Earnings per share (restated)(1)
- Basic 10 0.1p 8.6p 15.4p
- Diluted 10 0.1p 8.5p 15.2p
---------------------------------- ------ ----------- ----------- -------------
1. Earnings per share for June 2020 and December 2020 have been restated reflecting the bonus element of the 2021 rights issue (Note 10).
----------------------------------------------------------------------------------------------------
Condensed Consolidated Statement of Comprehensive Income
for the six months ended 30 June 2021
Six months Six months Year
ended ended ended
30 June 30 June 31 December
2021 2020 2020
(unaudited) (unaudited)
GBPm GBPm GBPm
---------------------------------------- ---- ------------- ------------- -------------
Profit for the period 2 55 97
---------------------------------------------- ------------- ------------- -------------
Items that will not be reclassified
subsequently to profit or loss:
---------------------------------------- ---- ------------- ------------- -------------
Remeasurement of defined benefit
pension schemes 1 - 2
Equity investments at FVTOCI
- net change in fair value - (1) -
Taxation relating to items not
reclassified - - -
---------------------------------------- ---- ------------- ------------- -------------
1 (1) 2
--------------------------------------------- ------------- ------------- -------------
Items that may be reclassified
subsequently to profit or loss:
---------------------------------------- ---- ------------- ------------- -------------
Fair value movements on net investment
hedge 3 - 2
Effect of changes in exchange
rates on
translation of foreign operations (21) 66 (30)
Taxation - 1 (1)
---------------------------------------------- ------------- ------------- -------------
(18) 67 (29)
--------------------------------------------- ------------- ------------- -------------
Other comprehensive (loss)/income
for the period (17) 66 (27)
---------------------------------------------- ------------- ------------- -------------
Total comprehensive (loss)/income
for the period (15) 121 70
============================================== ============= ============= =============
Attributable to:
Equity holders of the parent (15) 118 69
Non-controlling interests - 3 1
---------------------------------------------- ------------- ------------- -------------
(15) 121 70
============================================= ============= ============= =============
----------------------------------------------------------------------------------------------------
Condensed Consolidated Balance Sheet
as at 30 June 2021
30 June 30 June 31 December
2021 2020 2020
(unaudited) (unaudited)
Notes GBPm GBPm GBPm
--------------------------------------- ------ ------------- ------------- ------------
Non-current assets
Intangible assets arising on
consolidation 12 1,766 1,505 1,463
Other intangible assets 91 62 58
Property, plant and equipment 135 82 101
Right-of-use assets 13 215 164 163
Investment in associates 51 60 61
Investment in joint ventures 29 27 29
Other investments 20 17 18
Deferred tax assets 16 7 3 4
Retirement benefit assets 1 - -
Other long term receivables 14 29 25 24
--------------------------------------- ------ ------------- ------------- ------------
2,344 1,945 1,921
--------------------------------------- ------ ------------- ------------- ------------
Current assets
Trade and other receivables 14 76,288 37,672 70,027
Financial investments 19 117 158 127
Derivative financial instruments - - 3
Cash and cash equivalents 19 793 728 656
--------------------------------------- ------ ------------- ------------- ------------
77,198 38,558 70,813
--------------------------------------- ------ ------------- ------------- ------------
Total assets 79,542 40,503 72,734
======================================= ====== ============= ============= ============
Current liabilities
Trade and other payables (76,176) (37,577) (69,927)
Interest bearing loans and borrowings 15 ( 150) (51) (46)
Lease liabilities 17 (26) (22) (26)
Current tax liabilities (31) (55) (28)
Short term provisions 20 (12) (20) (17)
--------------------------------------- ------ ------------- ------------- ------------
(76,395) (37,725) (70,044)
--------------------------------------- ------ ------------- ------------- ------------
Net current assets 803 833 769
======================================= ====== ============= ============= ============
Non-current liabilities
Interest bearing loans and borrowings 15 ( 715) (679) (679)
Lease liabilities 17 (260) (194) (186)
Deferred tax liabilities 16 (108) (78) (79)
Long term provisions 20 (26) (26) (23)
Other long term payables (55) (16) (23)
Retirement benefit obligations (2) (2) (2)
--------------------------------------- ------ ------------- ------------- ------------
(1,166) (995) (992)
--------------------------------------- ------ ------------- ------------- ------------
Total liabilities (77,561) (38,720) (71,036)
--------------------------------------- ------ ------------- ------------- ------------
Net assets 1,981 1,783 1,698
======================================= ====== ============= ============= ============
Equity
Share capital 23 197 141 141
Share premium 23 - 17 17
Merger reserve 23 - 1,384 1,384 Other reserves 23 (1,024) (1,148) (1,246) Retained earnings 23 2,790 1,368 1,383 --------------------------------------- ------ ------------- ------------- ------------ Equity attributable to equity holders of the parent 1,963 1,762 1,679 Non-controlling interests 23 18 21 19 --------------------------------------- ------ ------------- ------------- ------------ Total equity 1,981 1,783 1,698 ======================================= ====== ============= ============= ============
----------------------------------------------------------------------------------------------------
Condensed Consolidated Statement of Changes in Equity
for the six months ended 30 June 2021
Equity attributable to equity holders of the parent
(Note 23)
Share Reverse Re- Re- Hedging Non-
Share premium Merger acquisition organisation valuation and Own Retained controlling Total
capital account reserve reserve reserve reserve translation shares earnings Total interests equity
GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm
30 June 2021
(unaudited)
--------------- -------- -------- -------- ------------ ------------ ---------- ----------- ------ --------- ------ ------------ -------
Balance at
1 January
2021 141 17 1,384 (1,182) - 4 (41) (27) 1,383 1,679 19 1,698
--------------- -------- -------- -------- ------------ ------------ ---------- ----------- ------ --------- ------ ------------ -------
Profit for
the period - - - - - - - - 1 1 1 2
Other
comprehensive
income/(loss)
for the ( (
period - - - - - - (17) - 1 16) (1) 17)
--------------- -------- -------- -------- ------------ ------------ ---------- ----------- ------ --------- ------ ------------ -------
Total
comprehensive
Income/(loss)
for the
period - - - - - - (17) - 2 (15) - (15)
Rights issue 56 259 - - - - - - - 315 - 315
Rights issue
costs - (6) - - - - - - - (6) - (6)
Scheme of
Arrangement:
Cancellation
of existing
shares and
reserves (197) (270) (1,384) 1,182 669 - - - - - - -
Scheme of
Arrangement:
Issue of
ordinary
shares 197 1,418 - - (1,615) - - - - - - -
Capital
reduction - (1,418) - - - - - - 1,418 - - -
Dividends (
paid - - - - - - - - 16) (16) (1) (17)
Share
settlement
of
share-based
payment
awards - - - - - - - 3 (3) - - -
Credit arising
on share-
based payment
awards - - - - - - - - 6 6 - 6
--------------- -------- -------- -------- ------------ ------------ ---------- ----------- ------ --------- ------ ------------ -------
Balance at
30 June 2021 197 - - - (946) 4 (58) (24) 2,790 1,963 18 1,981
=============== ======== ======== ======== ============ ============ ========== =========== ====== ========= ====== ============ =======
Equity attributable to equity holders of the parent
Share Reverse Re- Re- Hedging Non-
Share premium Merger acquisition organisation valuation and Own Retained controlling Total
capital account reserve reserve reserve reserve translation shares earnings Total interests equity
GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm
--------------- -------- -------- -------- ------------ ------------ ---------- ----------- ------ --------- ------ ------------ -------
30 June 2020
(unaudited)
Balance at
1 January
2020 141 17 1,384 (1,182) - 5 (12) (16) 1,375 1,712 18 1,730
--------------- -------- -------- -------- ------------ ------------ ---------- ----------- ------ --------- ------ ------------ -------
Profit for
the period - - - - - - - - 54 54 1 55
Other
comprehensive
income/(loss)
for the
period - - - - - (1) 65 - - 64 2 66
--------------- -------- -------- -------- ------------ ------------ ---------- ----------- ------ --------- ------ ------------ -------
Total
comprehensive
income for
the period - - - - - (1) 65 - 54 118 3 121
Dividends
paid - - - - - - - - (63) (63) - (63)
Gain on
disposal
of equity
instruments
at FVTOCI - - - - - (1) - - 1 - - -
Share
settlement
of share-
based payment
awards - - - - - - - 3 (3) - - -
Own shares
acquired
for employee
trusts - - - - - - - (9) - (9) - (9)
Credit arising
on
share-based
payment
awards - - - - - - - - 4 4 - 4
--------------- -------- -------- -------- ------------ ------------ ---------- ----------- ------ --------- ------ ------------ -------
Balance at
30 June 2020 141 17 1,384 (1,182) - 3 53 (22) 1,368 1,762 21 1,783
=============== ======== ======== ======== ============ ============ ========== =========== ====== ========= ====== ============ =======
Condensed Consolidated Statement of Changes in Equity
for the six months ended 30 June 2021
Equity attributable to equity holders of
the parent
Share Reverse Re- Hedging Non-
Share premium Merger acquisition Re-organisation valuation and Own Retained controlling Total
capital account reserve reserve reserve reserve translation shares earnings Total interests equity
GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm GBPm
----------------- -------- -------- -------- ------------ --------------- ---------- ----------- ------ --------- ------ ------------- -------
31 December
2020
----------------- -------- -------- -------- ------------ --------------- ---------- ----------- ------ --------- ------ ------------- -------
Balance at
1 January 2020 141 17 1,384 (1,182) - 5 (12) (16) 1,375 1,712 18 1,730
Profit for the
period - - - - - - - - 96 96 1 97
Other
comprehensive
(loss)/income for the period - - - - - - (29) - 2 (27) - (27) ----------------- -------- -------- -------- ------------ --------------- ---------- ----------- ------ --------- ------ ------------- ------- Total comprehensive Income/(loss) for the period - - - - - - (29) - 98 69 1 70 Dividends paid - - - - - - - - ( 94) (94) (1) (95) Gain on disposal of equity instruments at FVTOCI - - - - - (1) - - 1 - - - Share settlement of share- based payment awards - - - - - - - 3 (3) - - - Own shares acquired for employee trusts - - - - - - - (14) - (14) - (14) Increase in non-controlling interests - - - - - - - - - - 1 1 Credit arising on share-based payment awards - - - - - - - - 6 6 - 6 ----------------- -------- -------- -------- ------------ --------------- ---------- ----------- ------ --------- ------ ------------- ------- Balance at 31 December (1, 2020 141 17 1,384 182) - 4 (41) (27) 1,383 1,679 19 1,698 ================= ======== ======== ======== ============ =============== ========== =========== ====== ========= ====== ============= =======
----------------------------------------------------------------------------------------------------
Condensed Consolidated Cash Flow Statement
for the six months ended 30 June 2021
Six months Six months Year
ended ended ended
30 June 30 June 31 December
2021 2020 2020
(unaudited) (unaudited)
Notes GBPm GBPm GBPm
-------------------------------------- ------ ------------- ------------- -------------
Cash flows from operating activities 18 24 106 144
-------------------------------------- ------ ------------- ------------- -------------
Investing activities
Sale/(purchase) of financial
investments 9 (8) 18
Sale of equity investments at
FVTOCI - 2 2
Settlement/(purchase) of derivative
financial instruments 5 - (2)
Interest received 1 2 3
Dividends from associates and
joint ventures 10 3 13
Expenditure on intangible fixed
assets (16) (10) (16)
Purchase of property, plant
and equipment (14) (13) (35)
Direct costs of acquiring ROUA - - (2)
Deferred consideration paid (7) (4) (22)
Investment in associates (1) (1) (3)
Acquisition consideration paid 24 (451) - (18)
Cash acquired with acquisitions(2) 24 202 - 9
Net cash flows from investment
activities (262) (29) (53)
-------------------------------------- ------ ------------- ------------- -------------
Financing activities
Dividends paid 12 (16) (63) (94)
Dividends paid to non-controlling
interests (1) - (1)
Proceeds of rights issue 315 - -
Issue costs of rights issue (6) - -
Own shares acquired for employee
trusts - (9) (14)
Net borrowing of bank loans(1) 40 40 -
Net borrowing from related party(1) 39 - 28
Payment of lease liabilities (16) (16) (24)
-------------------------------------- ------ ------------- ------------- -------------
Net cash flows from financing
activities 355 (48) (105)
-------------------------------------- ------ ------------- ------------- -------------
Net increase/(decrease)
in cash and overdrafts 117 29 (14)
Cash and cash equivalents
at the beginning of the period 649 676 676
Effect of foreign exchange rate
changes (5) 23 (13)
-------------------------------------- ------ ------------- ------------- -------------
Net cash and cash equivalents
at the end of the period 19 761 728 649
====================================== ====== ============= ============= =============
Cash and cash equivalents 793 733 656
Overdrafts (32) (5) (7)
-------------------------------------- ------ ------------- ------------- -------------
Net cash and cash equivalents
at the end of the period 761 728 649
====================================== ====== ============= ============= =============
1. The Group utilises credit facilities throughout the year, entering into numerous short term bank and other loans where maturities are less than three months. The turnover is quick and the volume is large and resultant flows are presented net. Further details are set out in Note 15.
2. Cash acquired with acquisitions in the Period represents cash and cash equivalents held by Liquidnet legal entities to meet regulatory and operational requirements, including GBP56m of restricted cash held to meet customer obligations. Details of the Liquidnet acquisition are set out in Note 24.
----------------------------------------------------------------------------------------------------
Notes to the Condensed Consolidated Financial Statements
for the six months ended 30 June 2021
1. General information
The condensed consolidated financial information for the six months ended 30 June 2021 has been prepared in accordance with the Disclosure and Transparency Rules ('DTR') of the Financial Conduct Authority and with IAS 34 'Interim Financial Reporting' as adopted and endorsed by the UK Endorsement Board and the European Union ('EU'), and IAS 34 as issued by the International Accounting Standards Board ('IASB'). This condensed financial information should be read in conjunction with the statutory Group Financial Statements of TP ICAP plc for the year ended 31 December 2020 (the '2020 Group Financial Statements') which were prepared in accordance with International Financial Reporting Standards ('IFRSs') as adopted by the EU.
The Group Financial Statements have been reported on by the Company's auditors, Deloitte LLP, and have been delivered to the Registrar of Companies. The report of the auditors on those financial statements was unqualified, did not draw attention to any matters by way of emphasis and did not contain a statement under section 498(2) or (3) of the Companies Act 2006.
The condensed consolidated financial information for the six months ended 30 June 2021 has been prepared using accounting policies consistent with the 2020 Group Financial Statements. The interim information, together with the comparative information contained in this report for the year ended 31 December 2020, does not constitute statutory financial statements within the meaning of section 434 of the Companies Act 2006. The financial information is unaudited but has been reviewed by the Company's auditor, Deloitte LLP, and their report appears at the end of the Interim Management Report.
2. Basis of preparation
(a) Basis of accounting
The Condensed Consolidated Financial Statements have been prepared on the historical cost basis, except for the revaluation of certain financial instruments.
The Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Accordingly, the going concern basis continues to be used in preparing these Condensed Consolidated Financial Statements.
The Condensed Consolidated Financial Statements are rounded to the nearest million pounds (expressed as GBPm), except where otherwise indicated.
(b) Basis of consolidation
The Group's Condensed Consolidated Financial Statements incorporate the financial information of the Company and entities controlled by the Company made up to each reporting period. Under IFRS 10 control is achieved where the Company exercises power over an entity, is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to use its power to affect the returns from the entity.
(c) Presentation of the Income Statement
Previously the Group presented a columnar format for its Consolidated Income Statement in order to aid the understanding of the 'underlying' performance measures used by the Group's Chief Operating Decision Maker ('CODM') and to provide a reconciliation to the Group's IFRS reported numbers. The information considered by the Group's CODM is now contained in Note 5 'Segmental Analysis', and in the Financial and Operating Review.
(d) Accounting policies
Except as described below, the accounting policies applied in these Condensed Consolidated Financial Statements are the same as those applied in the Group's Consolidated Financial Statements as at and for the year ended 31 December 2020.
The following new Standards and Interpretations have been endorsed by the UK Endorsement Board and are effective from 1 January 2021 but they do not have a material effect on the Group's financial statements:
Ø Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16: Interest Rate Benchmark Reform - Phase 2;
Ø Amendments to IFRS 4: Insurance Contracts - deferral of IFRS 9; and
Ø Amendments to IFRS 16: Leases - COVID-19-related Rent Concessions beyond 30 June 2021.
(e) Use of estimates and judgements
For the year ended 31 December 2020 the Group's critical accounting estimates and judgements, which are stated on pages 85, 86 and 140 of the Annual Report and Accounts 2020, were those that relate to provisions for liabilities, and the impairment of goodwill and intangible assets. As a result of the acquisition of Liquidnet during the current period, the Directors have applied estimates and judgements when identifying and measuring the fair value of intangible and tangible assets, and liabilities that arise on consolidation.
Accounting for business combinations requires the excess of the purchase price of acquisitions to be allocated to the identifiable assets and liabilities of the acquired entity. Note 24 provides details of the Liquidnet acquisition, the accounting for which remains provisional due to the proximity of the acquisition to the reporting date. The Group has made estimates to determine the provisional acquisition date fair values of the intangible assets that arise on consolidation and to estimate the useful lives of these assets. The finalisation of the acquisition accounting for Liquidnet will be undertaken during the twelve month measurement period permitted by IFRSs and could result in material changes from the current estimates. A 10% increase in the value of separately identifiable intangible assets would decrease goodwill by GBP12m.
(f) Corporate reorganisation
In February 2021 the Group adjusted its corporate structure. TP ICAP Group plc was incorporated in Jersey on 23 December 2019 and became the new listed holding company of the Group on 26 February 2021 via a court-approved scheme of arrangement under Part 26 of the UK Companies Act 2006, with the former holding company, TP ICAP plc subsequently being renamed TP ICAP Limited. Under the scheme of arrangement, shares in the former holding company of the Group were cancelled and the same number of new ordinary shares were issued to the new holding company in consideration for the allotment to shareholders of one ordinary share of 25 pence in the new holding company for each ordinary share of 25 pence they held in the former holding company. On 26 February 2021, TP ICAP Group plc effected a reduction of its share capital by cancelling its share premium and recognising an equivalent increase in the profit and loss account in reserves.
The share for share exchange between TP ICAP plc and TP ICAP Group plc was a common control transaction and has been accounted for using merger accounting principles. Under these principles the results and cashflows of all the combining entities are brought into the consolidated financial statements from the beginning of the financial year in which the combination occurs and comparative figures also reflect the combination of the entities. The Group's equity is adjusted to reflect that of the new holding company, but in all other aspects the Group results and financial position are unaffected by the change and reflect the continuation of the Group.
3. Related party transactions
The total amount included in trade receivables due from related parties as at 30 June 2021 was GBP5m (31 December 2020: GBP3m) and the amount included in trade payables due to related parties as at 30 June 2021 was GBP3m (31 December 2020: GBP3m). Loans from a related party amounted to GBP65m as at 30 June 2021 (31 December 2020: GBP28m).
4. Principal risks and uncertainties
Robust risk management is fundamental to the achievement of the Group's objectives. The Group identifies the risks to which it is exposed as a result of its business objectives, strategy and operating model, and categorises those risks into five 'risk objectives': Financial position, Operational effectiveness and resilience, Regulatory standing, Reputation and Business strategy. The risks identified within each of these categories, along with an explanation of how the Group seeks to manage or mitigate these risk exposures can be found on pages 45 to 49 of the latest Annual Report which is available at www.tpicap.com . The Directors do not consider that the principal risks and uncertainties have changed since the publication of the Annual Report for the year ended 31 December 2020. Risks and uncertainties, which could have a material impact on the Group's performance over the remaining six months of the financial year are discussed in the Interim Management Report.
5. Segmental analysis
Products and services from which reportable segments derive their revenues
The Group has a matrix management structure. The Group's Chief Operating Decision Maker ('CODM') is the Executive Committee ('Exco') which operates as a general management committee under the direct authority of the Board. The Exco regularly reviews operating activity on a number of bases, including by business division and legal ownership which largely follows country of incorporation for TP ICAP legacy entities, plus the addition of Liquidnet ('Primary Operating Segments'). Following the redomiciliation of the Group's parent, the operational responsibility of entities were aligned with their legal ownership and as a result the comparatives for the Primary Operating Segments have been restated. The Group currently considers that the Primary Operating Segments represent the most appropriate view for the purposes of resource allocation and assessment of the nature and financial effects of the business activities in which the Group engages. These are the Group's primary reportable segments under IFRS 8 'Operating Segments'.
The Group's performance is assessed by the CODM on the basis of adjusted performance that removes the effects of significant items from reported results. Significant items are items that management identify and consider separately in order to improve the understanding of the underlying trends and performance of the business, that would otherwise distort year-or-year comparison. These segmental results are therefore presented on an adjusted basis.
In addition, the Group has presented its adjusted results by business division: Global Broking, Energy & Commodities, Agency Execution and Parameta Solutions. Segmental income and expenses include transfers between segments and these transfers are conducted at arm's length. During the first half of 2021, the Group relaunched the Data & Analytics division as Parameta Solutions and transferred its Risk Management Services ('RMS') business, previously reflected within the Global Broking division, therein. Comparatives have been restated to reflect the new business segments.
Information regarding the Group's primary operating segments is reported below:
Analysis by primary operational segment
Six months ended 30 June EMEA Americas Asia Liquidnet Corporate/ Total
2021 Pacific Treasury
GBPm GBPm GBPm GBPm GBPm GBPm
------------------------------ ------ --------- --------- ---------- ----------- ------
Revenue 456 307 118 55 - 936
Total front-office costs (269) (205) (74) (29) - (577)
------------------------------ ------ --------- --------- ---------- ----------- ------
Contribution 187 102 44 26 - 359
Employment and general
and administrative expenses (94) (58) (30) (19) (7) (208)
Other operating income 2 1 1 - - 4
------------------------------ ------ --------- --------- ---------- ----------- ------
Adjusted EBITDA 95 45 15 7 (7) 155
Depreciation and impairment
of PPE and ROUA (9) (5) (5) (5) - (24)
Amortisation and impairment
of intangibles (9) (1) - (4) - (14)
------------------------------ ------ --------- --------- ---------- ----------- ------
Adjusted EBIT 77 39 10 (2) (7) 117
============================== ====== ========= ========= ========== =========== ======
Six months ended 30 June EMEA Americas Asia Pacific Corporate/ Total
2020 Treasury
GBPm GBPm GBPm GBPm GBPm
------------------------------ ------ --------- ------------- ----------- ------
Revenue(1) 488 377 125 - 990
Total front-office costs (281) (246) (81) (7) (615)
------------------------------ ------ --------- ------------- ----------- ------
Contribution 207 131 44 (7) 375
Employment and general
and administrative expenses (92) (68) (32) (3) (195)
Other operating income 2 1 3 - 6
------------------------------ ------ --------- ------------- ----------- ------
Adjusted EBITDA 117 64 15 (10) 186
Depreciation and impairment
of PPE and ROUA (7) (6) (5) - (18)
Amortisation and impairment
of intangibles (7) (2) - - (9)
------------------------------ ------ --------- ------------- ----------- ------
Adjusted EBIT(2) 103 56 10 (10) 159
============================== ====== ========= ============= =========== ======
Year ended 31 December EMEA Americas Asia Pacific Corporate/ Total
2020 Treasury
GBPm GBPm GBPm GBPm GBPm
------------------------------ ------ --------- ------------- ----------- --------
Revenue(1) 890 668 236 - 1,794
Total front-office costs (515) (445) (154) - (1,114)
------------------------------ ------ --------- ------------- ----------- --------
Contribution 375 223 82 - 680
Employment and general
and administrative expenses (166) (115) (67) (18) (366)
Other operating income 5 3 6 14
------------------------------ ------ --------- ------------- ----------- --------
Adjusted EBITDA 214 111 21 (18) 328
Depreciation and impairment
of PPE and ROUA (15) (12) (9) (36)
Amortisation and impairment
of intangibles (16) (4) - (20)
------------------------------ ------ --------- ------------- ----------- --------
Adjusted EBIT(2) 183 95 12 (18) 272
============================== ====== ========= ============= =========== ========
1. The Group's geographic segments were re-organised following the approval of the redomiciliation of the listed entity by shareholders in February 2021, resulting in the creation of a Corporate / Treasury segment for our Jersey operations and financing activities. Revenues in the Americas increase by GBP1m offsetting the decrease in Asia in for the six months ended 30 June 2020. For the year ended 31 December 2020, revenues in EMEA increased by GBP2m offsetting the decrease in Americas.
2. Adjusted EBIT/operating profit increased by GBP10m in EMEA, offset by a corresponding decrease in Corporate/Treasury for the six months ended 30 June 2020 following the re-organisation. For the year ended 31 December 2020, Adjusted EBIT/operating profit increased by GBP23m in EMEA with a decrease of GBP1m in Americas, GBP4m in Asia and GBP18m in Corporate/Treasury segments.
Analysis by division
Six months ended 30 June Corp.
2021 GB(1) E& C(1) AE(1) PM(1) Centre Total
GBPm GBPm GBPm GBPm GBPm GBPm
------------------------------ ------ -------- ------ ------ -------- ------
Revenue:
- External 565 186 103 82 - 936
- Inter-division 10 1 - - (11) -
------------------------------ ------ -------- ------ ------ -------- ------
575 187 103 82 (11) 936
============================== ====== ======== ====== ====== ======== ======
Total front office costs:
- External (357) (123) (67) (30) - (577)
- Inter-division - - - (11) 11 -
------------------------------ ------ -------- ------ ------ -------- ------
(357) (123) (67) (41) 11 (577)
============================== ====== ======== ====== ====== ======== ======
Contribution 218 64 36 41 - 359
------ -------- ------ ------ -------- ------
Employment and general
and administrative expenses (115) (36) (25) (8) (24) (208)
Other operating income 1 - - - 3 4
------ -------- ------ ------ -------- ------
Adjusted EBITDA 104 28 11 33 (21) 155
Depreciation and impairment
of PPE and ROUA (8) (3) (6) (1) (6) (24)
Amortisation and impairment
of intangibles (7) (2) (5) - - (14)
------------------------------ ------ -------- ------ ------ -------- ------
Adjusted EBIT 89 23 - 32 (27) 117
============================== ====== ======== ====== ====== ======== ======
Six months ended 30 June Corp.
2020 GB(1,2,3) E&C(1) AE(1) PM(1,2,3) Centre Total
GBPm GBPm GBPm GBPm GBPm GBPm
Revenue:
- External 634 216 57 83 - 990
- Inter-division 10 1 - - (11) -
------------------------------ ---------- ------- ------ ---------- -------- ------
644 217 57 83 (11) 990
============================== ========== ======= ====== ========== ======== ======
Total front office costs:
- External (392) (144) (41) (31) (7) (615)
- Inter-division - - - (11) 11 -
------------------------------ ---------- ------- ------ ---------- -------- ------
(392) (144) (41) (42) 4 (615)
============================== ========== ======= ====== ========== ======== ======
Contribution 252 73 16 41 (7) 375
Total management and support
costs (115) (37) (8) (6) (29) (195)
Other operating income 2 - - - 4 6
------------------------------ ---------- ------- ------ ---------- -------- ------
Adjusted EBITDA 139 36 8 35 (32) 186
Depreciation and impairment
of PPE and ROUA (8) (2) - (1) (7) (18)
Amortisation and impairment
of intangibles (6) (2) - - (1) (9)
------------------------------ ---------- ------- ------ ---------- -------- ------
Adjusted EBIT 125 32 8 34 (40) 159
============================== ========== ======= ====== ========== ======== ======
Year ended 31 December Corp.
2020 GB(1,2,3) E&C(1) AE(1) PM(1,2,3) Centre Total
GBPm GBPm GBPm GBPm GBPm GBPm
Revenue:
- External 1,148 388 91 167 - 1,794
- Inter-division 20 3 - - (23) -
----------------------------- ---------- ------- ------ ---------- -------- --------
1,168 391 91 167 (23) 1,794
============================= ========== ======= ====== ========== ======== ========
Total front office costs:
- External (726) (261) (69) (58) - (1,114)
- Inter-division - - - (23) 23 -
----------------------------- ---------- ------- ------ ---------- -------- --------
(726) (261) (69) (81) 23 (1,114)
============================= ========== ======= ====== ========== ======== ========
Contribution 442 130 22 86 - 680
Management and support
costs-cash (229) (70) (13) (12) (42) (366)
Other operating income 3 1 - - 10 14 ----------------------------- ---------- ------- ------ ---------- -------- -------- Adjusted EBITDA 216 61 9 74 (32) 328 Depreciation and impairment of PPE and ROUA (15) (5) (1) (1) (14) (36) Amortisation and impairment of intangibles (13) (3) (1) - (3) (20) ----------------------------- ---------- ------- ------ ---------- -------- -------- Adjusted EBIT 188 53 7 73 (49) 272 ============================= ========== ======= ====== ========== ======== ========
1. GB is Global Broking, E&C is Energy & Commodities, AE is Agency Execution (and includes Liquidnet in H1 2021), PM is Parameta Solutions
2. Following a restructuring of the asset classes within the Group, Post-Trade Solutions, previously reflected in the Rates asset class within Global Broking was transferred to Parameta Solutions, the Group's newly established division which also includes the Data & Analytics business, which was previously a separate business division and segment. The comparative revenues of Rates within Global Broking and Parameta Solutions have been restated to reflect the restructuring. Post-Trade Solution third party revenues for the six months ended 30 June 2020 amounted to GBP13m and GBP22m for the year ended 31 December 2020. Additionally, inter-division revenues increased by GBP1m for the six months ended 30 June 2020 and GBP2m for the year ended 31 December 2020 reflecting sale of services to RMS, which eliminate on consolidation.
3. Following the transfer of Post-Trade Solutions from Global Broking to Parameta Solutions, Adjusted EBIT for the Global Broking division reduced by GBP6m for the six months ended 30 June 2020 and GBP9m for the year ended 31 December 2020 with a corresponding increase for Parameta Solutions.
Corporate Centre represents the cost of group and central functions that are not allocated to the Groups divisions.
Analysis of significant items
Disposals,
Restructuring acquisitions
and other and investment Legal
Six months ended 30 June related in new Goodwill and regulatory
2021 costs businesses impairment matters Total
GBPm GBPm GBPm GBPm GBPm
------------------------------------ -------------- ---------------- ------------ ---------------- ------
Employment, compensation
and benefits costs 4 5 - - 9
------------------------------------ -------------- ---------------- ------------ ---------------- ------
Premises and related costs 2 - - - 2
Deferred consideration - - - - -
Charge relating to significant
legal and regulatory settlements - - - 5 5
Pension scheme past service
and settlement costs 1 - - - 1
Acquisition costs - 8 - - 8
Net losses on derivative
instruments - 8 - - 8
Net foreign exchange gains - (5) - - (5)
Other general and administration
costs 3 - - 6 9
------------------------------------ -------------- ---------------- ------------ ---------------- ------
Total included within general
and administration costs 6 11 - 11 29
Depreciation and impairment
of PPE and ROUA 2 - - - 2
Amortisation and impairment
of intangible assets - 21 - - 21
------------------------------------ -------------- ---------------- ------------ ---------------- ------
Total included within operating
costs 12 37 - 11 60
==================================== ============== ================ ============ ================ ======
Impairment of investment
in associates - reflected
together with Share of results
of associates and joint ventures - 5 - - 5
Total significant items 12 42 - 11 65
==================================== ============== ================ ============ ================ ======
Disposals,
Restructuring acquisitions
and other and investment Legal
Six months ended 30 June related in new Goodwill and regulatory
2020 costs businesses impairment matters Total
GBPm GBPm GBPm GBPm GBPm
------------------------------------ -------------- ---------------- ------------ ---------------- ------
Employment, compensation
and benefits costs 2 - - - 2
------------------------------------ -------------- ---------------- ------------ ---------------- ------
Premises and related costs 2 - - - 2
Deferred consideration - 1 - - 1
Charge relating to significant
legal and regulatory settlements - - - 2 2
Pension scheme past service
and settlement costs - - - - -
Acquisition costs - 1 - - 1
Other general and administration
costs 9 - - - 9
------------------------------------ -------------- ---------------- ------------ ---------------- ------
Total included within general
and administration costs 11 2 - 2 15
Depreciation and impairment
of PPE and ROUA - - - - -
Amortisation and impairment
of intangible assets - 20 - - 20
Impairment of other assets - - 21 - 21
------------------------------------ -------------- ---------------- ------------ ---------------- ------
Total included within operating
costs 13 22 21 2 58
Included in other operating
income - - - - -
------------------------------------ -------------- ---------------- ------------ ---------------- ------
Total significant items 13 22 21 2 58
==================================== ============== ================ ============ ================ ======
Disposals,
Restructuring acquisitions
and other and investment Legal
related in new Goodwill and regulatory
Year ended 31 December 2020 costs businesses impairment matters Total
GBPm GBPm GBPm GBPm GBPm
------------------------------------ -------------- ---------------- ------------ ---------------- ------
Employment, compensation
and benefits costs 6 - - - 6
------------------------------------ -------------- ---------------- ------------ ---------------- ------
Premises and related costs 2 - - - 2
Deferred consideration - 2 - - 2
Credit relating to significant
legal and regulatory settlements - - - (3) (3)
Pension scheme past service
and settlement costs 1 - - - 1
Acquisition costs - 11 - - 11
Other general and administration
costs 9 - - 5 14
------------------------------------ -------------- ---------------- ------------ ---------------- ------
Total included within general
and administration costs 12 13 - 2 27
Depreciation and impairment
of PPE and ROUA 1 - - - 1
Amortisation and impairment
of intangible assets - 39 - - 39
Impairment of other assets 1 1 21 - 23
------------------------------------ -------------- ---------------- ------------ ---------------- ------
Total included within operating
costs 20 53 21 2 96
Included in other operating
income - - - (2) (2)
------------------------------------ -------------- ---------------- ------------ ---------------- ------
20 53 21 - 94
==================================== ============== ================ ============ ================ ======
Adjusted profit reconciliation
Six months Six months Year
ended ended ended
30 June 30 June 31 December
2021 2020 2020
GBPm GBPm GBPm
------------------------------------- ----------- ----------- -------------
Adjusted EBIT/operating profit 117 159 272
Significant items (60) (58) (94)
------------------------------------- ----------- ----------- -------------
EBIT/operating profit 57 101 178
Net finance costs (29) (23) (49)
Profit before tax 28 78 129
Taxation on significant items (9) 1 7
Taxation on adjusted profit before
tax (21) (34) (55)
------------------------------------- ----------- ----------- -------------
(Loss)/profit after tax (2) 45 81
Share of profit from associates and
joint ventures 9 10 16
Loss on disposal of associate (5) - -
------------------------------------- ----------- ----------- -------------
Profit for the period 2 55 97
===================================== =========== =========== =============
Other segmental information
30 June 30 June 31 December
2021 2020 2020
(restated) (restated)
Segment assets GBPm GBPm GBPm
----------------------- -------- ------------ ------------
EMEA - UK 16,384 24,759 5,381
EMEA - Other 1,123 399 252
Americas 61,000 15,007 66,775
Asia Pacific 300 327 302
Liquidnet 733 - -
Corporate 2 11 24
----------------------- -------- ------------ ------------
79,542 40,503 72,734
======================= ======== ============ ============
Segment liabilities
----------------------- -------- ------------ ------------
EMEA - UK 15,393 23,699 4,420
EMEA - Other 1,083 385 199
Americas 60,532 14,448 66,278
Asia Pacific 134 175 127
Liquidnet 389 - -
Corporate 30 13 12
======================= ======== ============ ============
77,561 38,720 71,036
======================= ======== ============ ============
Segmental assets and liabilities exclude all inter-segment balances.
Six months ended 30 June 2021 EMEA Americas Asia Liquidnet Total
GBPm GBPm GBPm GBPm GBPm
Revenue by type
Name Passing brokerage 340 174 109 - 623
Executing Broker brokerage 13 37 1 - 51
Matched Principal brokerage 53 80 2 - 135
Introducing Broker brokerage(1)
brokerage - - - 55 55
Data & Analytics price information
fees 50 16 6 - 72
------------------------------------ ----- --------- ----- ---------- ------
456 307 118 55 936
==================================== ===== ========= ===== ========== ======
Six months ended 30 June 2020 EMEA Americas Asia Liquidnet Total
GBPm GBPm GBPm GBPm GBPm
Revenue by type
Name Passing brokerage 383 204 116 - 703
Executing Broker brokerage 9 37 2 - 48
Matched Principal brokerage 47 120 2 - 169
Data & Analytics price information
fees 49 16 5 - 70
------------------------------------ ----- --------- ----- ---------- ------
488 377 125 - 990
==================================== ===== ========= ===== ========== ======
Year ended 31 December 2020 EMEA Americas Asia Liquidnet Total
GBPm GBPm GBPm GBPm GBPm
Revenue by type
Name Passing brokerage 682 392 218 - 1,292
Executing Broker brokerage 17 76 3 - 96
Matched Principal brokerage 90 168 3 - 261
Data & Analytics price information
fees 101 32 12 - 145
------------------------------------ ----- --------- ----- ---------- ------
890 668 236 - 1,794
==================================== ===== ========= ===== ========== ======
1. The Group arranges matched transactions where the counterparties settle through a third party clearing entity. Revenue for the service of matching buyers and sellers of financial instruments is stated net of sales taxes, rebates and discounts and is recognised in full on trade date (point in time recognition).
6. Operating costs
Operating costs comprise:
Six months Six months Year
ended ended ended
30 June 30 June 31 December
2021 2020 2020
GBPm GBPm GBPm
--------------------------------------- ----------- ----------- -------------
Broker compensation costs 451 498 896
Other staff costs 143 137 250
Share-based payment charge 6 4 6
Charge relating to employee
long-term benefits - - 1
Employee Compensation and benefits 600 639 1,153
Technology and related costs 91 87 167
Premises and related costs 17 14 29
Adjustments to deferred consideration - 1 2
Charge/(credit) relating to
significant legal and regulatory
settlements 5 2 (3)
Pension scheme past service
and settlement costs 1 - 1
Acquisition costs 8 1 11
Expected credit loss adjustment - 4 (6)
Net foreign exchange gains (3) (10) (1)
Net losses on derivative instruments 10 - -
Other administrative costs 93 89 160
--------------------------------------- ----------- ----------- -------------
General and administrative expenses 222 188 360
--------------------------------------- ----------- ----------- -------------
Depreciation of property, plant
and equipment 10 6 13
Depreciation of right-of-use
assets 16 12 23
Impairment of right of use asset - - 1
--------------------------------------- ----------- ----------- -------------
Depreciation and impairment
of PPE and ROUA 26 18 37
--------------------------------------- ----------- ----------- -------------
Amortisation of other intangible
assets 14 9 20
Amortisation of intangible assets
arising on consolidation 21 20 39
--------------------------------------- ----------- ----------- -------------
Amortisation and impairment
of intangible assets 35 29 59
--------------------------------------- ----------- ----------- -------------
Goodwill impairment - 21 21
Impairment of finance lease
receivables - - 1
Impairment of associates - - 1
--------------------------------------- ----------- ----------- -------------
Impairment of other assets - 21 23
--------------------------------------- ----------- ----------- -------------
883 895 1,632
======================================= =========== =========== =============
7. Other operating income
Other operating income comprises:
Six months Six months Year
ended ended ended
30 June 30 June 31 December
2021 2020 2020
GBPm GBPm GBPm
------------------------------------- ----------- ----------- -------------
Business relocation grants 1 1 3
Employee related insurance receipts 1 1 2
Management fees from associates 1 1 3
Legal settlement receipts - - 2
Other receipts 1 3 6
4 6 16
===================================== =========== =========== =============
8. Finance income
Six months Six months Year
ended ended ended
30 June 30 June 31 December
2021 2020 2020
GBPm GBPm GBPm
---------------------------------------- ----------- ----------- -------------
Interest receivable and similar income 1 2 2
Interest receivable on finance lease
receivables - - 1
---------------------------------------- ----------- ----------- -------------
1 2 3
======================================== =========== =========== =============
9. Finance costs
Six months Six months Year
ended ended ended
30 June 30 June 31 December
2021 2020 2020
GBPm GBPm GBPm
--------------------------------------- ----------- ----------- -------------
Interest payable on bank and other
loan facilities 1 1 2
Interest payable on bank and other
loans 1 - 1
Interest payable on Sterling Notes
January 2024 11 11 23
Interest payable on Sterling Notes
May 2026 7 7 13
Other interest payable 1 - 1
Amortisation of debt issue and bank
facility costs 1 1 1
--------------------------------------- ----------- ----------- -------------
Borrowing costs 22 20 41
Interest payable on lease liabilities 6 5 11
Amortisation of options premium 2 - -
--------------------------------------- ----------- ----------- -------------
30 25 52
======================================= =========== =========== =============
10. Earnings per share
Six months Six months Year
ended ended ended
30 June 30 June 31 December
2021 2020 2020
(restated) (restated)
--------- ----------- ------------ -------------
Basic 0.1p 8.6p 15.4p
Diluted 0.1p 8.5p 15.2p
--------- ----------- ------------ -------------
The calculation of basic and diluted earnings per share is based on the following number of shares:
Six months Six months Year
ended ended ended
30 June 30 June 31 December
2021 2020 2020
No. (m) No. (m) No. (m)
(restated) (restated)
------------------------------------ ----------- ------------ -------------
Basic weighted average shares - as
previously reported 557.3 557.0
Impact of the bonus element of the
2021 Rights Issue 68.0 68.0
------------------------------------ ----------- ------------ -------------
Basic weighted average shares 737.7 625.3 625.0
==================================== =========== ============ =============
Contingently issuable shares - as
previously reported 5.7 6.9
Impact of the bonus element of the
2021 Rights Issue 0.7 0.8
------------------------------------ ----------- ------------ -------------
Contingently issuable shares 7.9 6.4 7.7
==================================== =========== ============ =============
Diluted weighted average shares 745.6 631.7 632.7
==================================== =========== ============ =============
The earnings used in the calculation of basic and diluted earnings per share are set out below:
Six months Six months Year
ended ended ended
30 June 30 June 31 December
2021 2020 2020
GBPm GBPm GBPm
----------------------------------------- ----------- ----------- -------------
Earnings for the period 2 55 97
Non-controlling interests (1) (1) (1)
----------------------------------------- ----------- ----------- -------------
Earnings attributable to equity holders
of the parent 1 54 96
========================================= =========== =========== =============
11. Dividends
Six months Six months Year
ended ended ended
30 June 30 June 31 December
2021 2020 2020
GBPm GBPm GBPm
------------------------------------- ----------- ----------- -------------
Amounts recognised as distributions
to
equity holders in the period:
Final dividend for the year ended
31 December 2020
of 2p per share 16 - -
Interim dividend for the year ended
31 December 2020
of 5.6p per share - - 31
Final dividend for the year ended
31 December 2020
of 11.25p per share - 63 63
16 63 94
===================================== =========== =========== =============
An interim dividend of 4 pence per share will be paid on 5 November 2021 to all shareholders on the Register of Members on 1 October 2021.
As at 30 June 2021 the TP ICAP plc EBT held 8,094,031 TP ICAP Group plc 25p ordinary shares (31 December 2020: 8,630,751 and 30 June 2020: 6,619,203 TP ICAP plc 25p ordinary shares) and has waived its rights to dividends.
12. Intangible assets arising on consolidation
Goodwill Other Total
GBPm GBPm GBPm
----------------------------------------- --------- ------ ------
As at 1 January 2021 989 474 1,463
Recognised on acquisition - provisional
(Note 24) 175 159 334
Amortisation of acquisition related
intangibles - (21) (21)
Effect of movements in exchange rates (5) (5) (10)
----------------------------------------- --------- ------ ------
As at 30 June 2021 1,159 607 1,766
========================================= ========= ====== ======
Other intangible assets at 30 June 2021 represent customer relationships of GBP604m (31 December 2020: GBP469m), business brands and trademarks of GBP3m (31 December 2020: GBP5m) that arise through business combinations. Customer relationships are being amortised between 10 and 20 years. The amounts included within goodwill and other assets arising on consolidation as a result of the acquisition of Liquidnet are provisional as at 30 June 2021 (Note 24).
Goodwill arising through business combinations is allocated to groups of individual cash-generating units ('CGUs'), reflecting the lowest level at which the Group monitors and tests goodwill for impairment purposes. The CGU groupings are as follows:
30 June 30 June 31 December
2021 2020 2020
GBPm GBPm GBPm
------------------------------------ -------- -------- ------------
CGU
EMEA 686 662 686
Americas 249 280 253
Asia Pacific 50 50 50
Liquidnet - provisional allocation 174 - -
------------------------------------ -------- -------- ------------
Goodwill allocated to CGUs 1,159 992 989
==================================== ======== ======== ============
The Group's annual impairment testing of its CGUs is undertaken each September. Between annual tests the Group reviews each CGU for impairment triggers that could adversely impact the valuation of the CGU and, if necessary, undertakes additional impairment testing. Following June 2021's impairment review, the Asia Pacific CGU was subject to impairment testing, triggered as a result of changes in revenues and expected CGU cash flows.
Determining whether goodwill is impaired requires an estimation of the recoverable amount of each CGU. The recoverable amount is the higher of its value in use ('VIU') or its fair value less cost of disposal ('FVLCD'). VIU is a pre-tax valuation, using pre-tax cash flows and pre-tax discount rates which is compared with the pre-tax carrying value of the CGU, whereas FVLCD is a post-tax valuation, using post-tax cash flows, post-tax discount rates and other post-tax observable valuation inputs, which is compared with a post-tax carrying value of the CGU. The CGU's recoverable amount is compared with its carrying value to determine if an impairment is required.
For the 30 June 2021 impairment test the recoverable amount of the Asia Pacific CGU was based on its VIU. The key assumptions for the VIU calculations are those regarding expected cash flows arising in future periods, CGU growth rates and the discount rates. Future projections were based on the most recent financial projections considered by the Board which were used to project pre-tax cash flows for the next five years. After this period a steady state cash flow is used to derive a terminal value for the CGU. The growth rate on underlying revenues for Asia Pacific was 1.1% (September 2020: 1.5%) over the five year projected period, with pre-tax discount rates of 11.6% (September 2020: 11.8%). The June 2021 testing did not result in an impairment of the Asia Pacific CGU but the CGU remains sensitive to reasonably possible changes in the VIU assumptions. A reduction in the growth rate over the five year projected period to nil% would reduce the VIU by GBP55m, with the VIU then equalling its carrying value, as would a permanent 6% reduction in the first year of forecast revenues. An increase in the discount rate by 2% would reduce the VIU by GBP24m. The impact on future cash flows resulting from falling growth rates does not reflect any management actions that would be taken under such circumstances.
13. Right-of-use assets
Land and Furniture, Total
buildings fixtures,
equipment
and motor
vehicles
GBPm GBPm GBPm
--------------------------------------- ----------- ----------- ------
As at 1 January 2021 162 1 163
Additions 1 - 1
Acquired as part of acquisitions 70 - 70
Depreciation (16) - (16)
Depreciation capitalised as leasehold
improvements (1) - (1)
Effect of movements in exchange rates (1) (1) -
--------------------------------------- ----------- ----------- ------
As at 30 June 2021 215 - 215
======================================= =========== =========== ======
The Group leases several buildings which have an average lease terms of 11 years (2020: 11 years).
Additions to right-of-use assets were GBP71m, GBP70m (including capitalised dilapidation provision of GBP2m) of which related to the acquisition of Liquidnet. The Group measures right-of-use assets acquired as part of an acquisitions at their fair values, reflecting market rates as at the time of acquisition (Note 24). In respect of 135 Bishopsgate, depreciation of GBP1m and lease interest expense of GBP1m have been capitalised as leasehold development costs whilst the project was in its construction phase in 2021. During the period to 30 June 2021 GBP2m has been capitalised, of which GBP1m relates to depreciation and GBP1m relates to interest in lease liabilities
14. Trade and other receivables
30 June 31 December
2021 2020
GBPm GBPm
--------------------------------------- -------- ------------
Non-current receivables
Finance lease receivables 4 5
Other receivables 25 19
---------------------------------------- -------- ------------
29 24
======================================= ======== ============
Current receivables
Settlement balances 74,473 68,487
Deposits paid for securities borrowed 1,274 1,115
Trade receivables 395 301
Finance lease receivables 1 1
Other debtors 22 15
Prepayments 100 90
Accrued income 13 11
Corporation tax 5 2
Owed by associates and joint ventures 5 5
---------------------------------------- -------- ------------
76,288 70,027
======================================= ======== ============
Settlement balances arise on Matched Principal brokerage whereby securities are bought from one counterparty and simultaneously sold to another counterparty. Settlement of such transactions is primarily on a delivery vs payment basis ('DVP') and typically take place within a few business days of the transaction date according to the relevant market rules and conventions. The amounts due from and payable to counterparties in respect of as yet unsettled Matched Principal transactions are shown gross, except where a netting agreement, which is legally enforceable at all times, exists and the asset and liability are either settled net or simultaneously. The above analysis reflects only the receivable side of such transactions. Corresponding payable amounts are shown in 'Trade and other payables'. The Group measures loss allowances for settlement balances under the general approach reflecting the probability of default based on the credit rating of the counterparty together with an assessment of the loss, after the sale of underlying instruments, that could arise as a result of default. As at 30 June 2021, the provision for expected credit losses amounted to less than GBP1m (2020: less than GBP1m).
Deposits paid for securities borrowed arise on collateralised stock lending transactions. Such trades are complete only when both the collateral and stock for each side of the transaction are returned. The above analysis reflects the receivable side of such transactions. Corresponding deposits received for securities loaned are shown in 'Trade and other payables'. The Group measures loss allowances for these balances under the general approach reflecting the probability of default based on the credit rating of the counterparty together with an assessment of the loss, after the sale of collateral, that could arise as a result of default. As at 30 June 2021, the provision for expected credit losses amounted to less than GBP1m (2020: less than GBP1m).
The Group measures the loss allowance for trade receivables at an amount equal to the lifetime expected credit loss. The expected credit losses on trade receivables are estimated using a provision matrix by reference to past default experience of the debtor and an analysis of the debtor's current financial position, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date.
The following table details the risk profile of trade receivables based on the Group's provision matrix by region. As the Group's historical credit loss experience does not show significantly different loss patterns for different regional customer segments, the provision for loss allowance based on past due status is not further distinguished between the Group's different customer base.
Less Greater
than 31-60 61-90 than
30 days days days 91 days
Not past past past past past
Trade receivables Total due due due due due
GBPm GBPm GBPm GBPm GBPm GBPm
---------------------------- ------ --------- --------- ------ ------ ---------
30 June 2021
EMEA 196 54 35 22 19 66
Americas 112 56 18 10 8 20
Asia Pacific 42 24 6 4 2 6
Liquidnet 50 50 - - - -
Group balances outstanding 400 184 59 36 29 92
========= ========= ====== ====== =========
Lifetime ECL (5)
---------------------------- ------
395
============================ ======
31 December 2020
EMEA 170 87 20 13 7 43
Americas 99 45 18 9 6 21
Asia Pacific 37 21 4 3 2 7
---------------------------- ------ --------- --------- ------ ------ ---------
Group balances outstanding 306 153 42 25 15 71
========= ========= ====== ====== =========
Lifetime ECL (5)
---------------------------- ------
301
============================ ======
15. Interest bearing loans and borrowings
Current Non-current Total
30 June 2021 GBPm GBPm GBPm
----------------------------- -------- ------------ ------
Overdrafts 32 - 32
Loans from related party 65 - 65
Bank loans 42 - 42
Liquidnet Vendor Loan Notes - 36 36
Sterling Notes January 2024 10 430 440
Sterling Notes May 2026 1 249 250
----------------------------- -------- ------------ ------
150 715 865
============================= ======== ============ ======
31 December 2020
Overdrafts 7 - 7
Loans from related party 28 - 28
Sterling Notes January 2024 10 430 440
Sterling Notes May 2026 1 249 250
----------------------------- -------- ------------ ------
46 679 725
============================= ======== ============ ======
All amounts are stated after unamortised transaction costs.
Settlement facilities and overdrafts
Where the Group purchases securities under matched principal trades but is unable to complete the sale immediately, the Group's settlement agent finances the purchase through the provision of an overdraft secured against the securities and any collateral placed at the settlement agent. As at 30 June 2021, overdrafts for the provision of settlement finance amounted to GBP32m (December 2020: GBP7m).
Loans from related party
In August 2020, the Group entered into a Yen 10bn committed revolving credit facility with The Tokyo Tanshi Co., Ltd, a related party, that matures in February 2023. Subsequent to the 30 June 2021, the Group has agreed an extension to the maturity to August 2023. As at 30 June, the 10bn Yen committed facility equated to GBP65m. Facility commitment fees of 0.64% on the undrawn balance are payable on the facility. Arrangement fees of less than GBP1m are being amortised over the maturity of the facility.
As at 30 June 2021, Yen 10bn (GBP65m) of the facility was drawn. The Directors consider that the carrying amount of the loan which is not held at fair value through profit or loss approximates to its fair value. During the period, the maximum amount drawn was GBP66m, and the average amount drawn was GBP44m. The Group used the credit facility for most of the period, entering into several short term bank loans with maturities of less than three months. The turnover is quick and the volume is large and resultant flows are presented net in the Group's cash flow statement in accordance with IAS 7 'Cash Flow'.
Bank credit facilities and bank loans
The Group has a GBP270m committed revolving credit facility that matures in December 2023. Facility commitment fees of 0.8% on the undrawn balance are payable on the facility. Arrangement fees of GBP3m are being amortised over the maturity of the facility.
As at 30 June 2021, $58m (GBP42m) of the multi-currency revolving credit facility was drawn. Amounts drawn down are reported as bank loans in the above table. During the period, the maximum amount drawn was GBP130m, and the average amount drawn was GBP65m.
Interest and facility fees of less than GBP1m were incurred in the six months to 30 June 2021.
Sterling Notes: Due January 2024
In January 2017 the Group issued GBP500m unsecured Sterling Notes due January 2024. The Notes have a fixed coupon of 5.25% payable semi-annually, subject to compliance with the terms of the Notes. In May 2019, the Group repurchased GBP69m of the Notes. Accrued interest at 30 June 2021 amounted to GBP10m. Unamortised issue costs were GBP1m.
Sterling Notes: Due May 2026
In May 2019 the Group issued GBP250m unsecured Sterling Notes due May 2026. The Notes have a fixed coupon of 5.25% paid semi-annually, subject to compliance with the terms of the Notes. Accrued interest at 30 June 2021 was GBP1m. Unamortised issue costs were GBP1m.
Liquidnet Vendor Loan Notes Due March 2024
In March 2021, as part of the purchase consideration of Liquidnet (as detailed in Note 24), the Group issued $50m (GBP36m) unsecured Loan Notes due March 2024. The Notes have a fixed coupon of 3.2% paid annually. Accrued interest at 30 June 2021 was less than GBP1m.
16. Deferred tax
30 June 31 December
2021 2020
GBPm GBPm
-------------------------- -------- ------------
Deferred tax assets 7 4
Deferred tax liabilities (108) (79)
--------------------------- -------- ------------
(101) (75)
========================== ======== ============
The movement for the period in the Group's net deferred tax position was as follows:
30 June
2021
GBPm
---------------------------------------- --------
At 1 January 2021 (75)
Recognised on acquisitions in the
period (22)
Net charge to income for the period (4)
(Charge)/credit to other comprehensive -
income for the period
Effect of movements in exchange rates -
---------------------------------------- --------
(101)
======================================== ========
A provisional deferred tax liability of GBP40m has been recognised relating to intangible assets provisionally recognised on the acquisition of Liquidnet (Note 24), together with acquired net deferred tax assets of GBP18m. The net charge to income for the Period includes a GBP16m increase in the deferred tax liability in respect of intangible assets due to the future increase in the UK corporation tax rate.
17. Lease liabilities
The maturity analysis of lease liabilities is as follows:
30 June 31 December
2021 2020
GBPm GBPm
------------------------------------- -------- ------------
Year 1 43 38
Year 2 40 30
Year 3 35 29
Year 4 38 24
Year 5 29 31
Onwards 208 137
-------------------------------------- -------- ------------
393 289
Less interest (107) (77)
-------------------------------------- -------- ------------
286 212
===================================== ======== ============
Included in current liabilities 26 26
Included in non-current liabilities 260 186
-------------------------------------- -------- ------------
286 212
===================================== ======== ============
Lease liabilities acquired with the acquisition of Liquidnet are measured at the present value of remaining lease payments, as if those leases commenced as at acquisition date (Note 24).
18. Reconciliation of operating result (EBIT) to net cash from operating activities
Six months Six months Year
ended ended ended
30 June 30 June 31 December
2021 2020 2020
GBPm GBPm GBPm
---------------------------------------------------- ----------- ----------- -------------
EBIT/operating profit 57 101 178
Adjustments for:
- Share-based payment charge 6 4 6
- Pension scheme's administration
costs - - 1
- Pension scheme past service and
settlement costs 1 1
- Depreciation of property, plant
and equipment 10 6 13
- Depreciation of right-of-use assets 16 12 23
- Amortisation of intangible assets 14 9 20
21 20 39
* Amortisation of intangible assets arising on 21
consolidation
* Impairment of intangible assets arising on
consolidation - 21 21
* Impairment of associates - - 1
* Impairment of right-of-use assets - 1 1
* Impairment of finance lease receivables - 1 1
- Remeasurement of deferred consideration - 1 2
Operating cash flows before movement
in working capital 125 176 307
Increase in trade and other receivables (54) (17) 6
(Increase)/decrease in net settlement
and trading balances (1) (6) (2)
Increase/(decrease) in trade and
other payables 12 12 (34)
Decrease in provisions (4) (2) (7)
Increase in non-current liabilities (2) - 1
Retirement benefit scheme contributions - - (1)
---------------------------------------------------- ----------- ----------- -------------
Cash generated from operations 76 163 270
Income taxes paid (24) (33) (73)
Fees paid on bank and other loan
facilities (1) - (2)
Interest paid (20) (19) (37)
Interest paid - finance leases (7) (5) (14)
---------------------------------------------------- ----------- ----------- -------------
Net cash from operating activities 24 106 144
==================================================== =========== =========== =============
19. Analysis of net debt including lease liabilities
1 January Cash Acquired Non-cash Exchange 30 June
2021 flow with subsidiaries items differences 2021
GBPm GBPm GBPm GBPm GBPm GBPm
------------------------------ ---------- ------ ------------------- --------- ------------- --------
Cash and cash equivalents(1) 656 142 - - (5) 793
Overdrafts (7) (25) - - - (32)
------------------------------ ---------- ------ ------------------- --------- ------------- --------
649 117 - - (5) 761
============================== ========== ====== =================== ========= ============= ========
Financial investments 127 (9) (1) 117
============================== ========== ====== =================== ========= ============= ========
Bank loan due within
one year - (40) - - (2) (42)
Loans from related
party (28) (39) - - 2 (65)
Sterling Notes January
2024 (440) 11 - (11) - (440)
Sterling Notes May
2026 (250) 7 - (7) - (250)
Liquidnet Vendor
Loan Notes - - - (36) - (36)
------------------------------ ---------- ------ ------------------- --------- ------------- --------
Total debt excluding
leases ( 718) (61) - ( 54) - ( 833)
Lease liabilities (212) 23 (91) (7) 1 (286)
------------------------------ ---------- ------ ------------------- --------- ------------- --------
Total financing
liabilities (930) (38) (91) (61) 1 (1,119)
============================== ========== ====== =================== ========= ============= ========
Net debt including
lease liabilities (154) 70 (91) (61) (5) (241)
============================== ========== ====== =================== ========= ============= ========
1. Principal changes plus payment of interest and debt issue costs where applicable.
Cash and cash equivalents comprise cash at bank and other short term highly liquid investments with an original maturity of three months or less. Cash at bank earns interest at floating rates based on daily bank deposit rates. Short term deposits are made for varying periods of between one day and three months depending on the immediate cash requirements of the Group, and earn interest at the respective short term deposit rates.
Financial investments comprise government debt securities, term deposits and restricted funds held with banks and clearing organisations.
Non-cash items represent additions to lease liabilities, accrued interest and the amortisation of debt issue costs.
20. Provisions
Property Re-structuring Legal Total
and other
GBPm GBPm GBPm GBPm
------------------------------------- --------- --------------- ----------- ------
At 1 January 2020 7 9 24 40
Charge to income statement 1 1 1 3
Utilisation of provisions (1) (6) - (7)
Acquired with subsidiaries 2 - - 2
Effect of movements in exchange - - - -
rates
------------------------------------- --------- --------------- ----------- ------
At 30 June 2021 9 4 25 38
===================================== ========= =============== =========== ======
Included in current liabilities 12
Included in non-current liabilities 26
------------------------------------- --------- --------------- ----------- ------
38
===================================== ========= =============== =========== ======
Property provisions outstanding as at 30 June 2021 relate to provisions in respect of building dilapidations, represents the estimated cost of making good dilapidations and disrepair on various leasehold buildings.
Restructuring provisions outstanding as at 30 June 2021 relate to termination and other employee related costs. The movements during the Period reflects the actions taken under the Group's reorganisation plan. It is expected that these obligations will continue to be discharged during 2022.
Legal and other provisions include provisions for legal claims brought against subsidiaries of the Group together with provisions against obligations for certain long-term employee benefits and non-property related onerous contracts. At present the timing and amount of any payments are uncertain and provisions are subject to regular review. It is expected that the obligations will be discharged over the next 24 years.
European Commission Yen Libor
In February 2015 the European Commission imposed a fine of EUR15m on NEX International Limited (formerly ICAP plc), ICAP Management Services Limited and ICAP New Zealand Limited for alleged competition violations in relation to the involvement of certain of ICAP's brokers in the attempted manipulation of Yen LIBOR by bank traders between October 2006 and January 2011. Whilst this matter relates to alleged conduct violations prior to completion of the Group's acquisition of the ICAP global broking business, it is noted that the fine imposed by the European Commission has been appealed, seeking a full annulment of the Commission's decision. In the event that the Commission imposes a fine in excess of EUR15m such excess will be borne by NEX Group plc ('NEX'). In November 2017, the European General Court granted a partial annulment of the Commission's findings. The Commission appealed this decision in February 2018 and the Group served its reply during April 2018. A decision from the Courts of Justice of the European Union was received on 10 July 2019 which determined that the decision of the European Commission in relation to the competition violations stood but the decision of the European Commission imposing the fine was annulled. The European Commission adopted new articles relating to the fine. On 31 May 2021, the European Commission issued a fine totalling EUR6.5m, payable by 30 November 2021. The Group has fully provided for this amount and expects no further action in relation to this matter.
Labour claims - ICAP Brazil
ICAP do Brasil Corretora De Títulos e Valores Mobiliários Ltda ('ICAP Brazil') is a defendant in 11 (31 December 2020: 11) pending lawsuits filed in the Brazilian Labour Court by persons formerly associated with ICAP Brazil seeking damages under various statutory labour rights accorded to employees and in relation to various other claims including wrongful termination, breach of contract and harassment (together the 'Labour Claims'). As at 30 June 2021, the Group considers a loss in respect of certain claims to be probable and estimates the amount payable in respect of such claims to be BRL7.7m (GBP1.1m).
21. Contingent liabilities
Bank Bill Swap Reference Rate case
On 16 August 2016, a complaint was filed in the United States District Court for the Southern District of New York naming Tullett Prebon plc, ICAP plc, ICAP Australia Pty LTD and Tullett Prebon (Australia) Pty. Limited as defendants together with various Bank Bill Swap Reference Rate ('BBSW') setting banks. The complaint alleges collusion by the defendants to fix BBSW-based derivatives prices through manipulative trading during the fixing window and false BBSW rate submissions. On 26 November 2018, the Court dismissed all of the claims against the TP ICAP defendants and certain other defendants. On 28 January 2019 the Court ordered that a stipulation signed by the plaintiffs and the TP ICAP defendants meant that the TP ICAP defendants were not required to respond to any Proposed Second Amended Class Action Complaint ('PSAC') that the plaintiffs were seeking to file. On 3 April 2019 the plaintiffs filed a PSAC, however the TP ICAP defendants have no obligation to respond. The plaintiffs have reserved the right to appeal the dismissal of the TP ICAP defendants but have not as yet done so. It is not possible to predict the ultimate outcome of the litigation or to provide an estimate of any potential financial impact.
Labour claims - ICAP Brazil
ICAP do Brasil Corretora De Títulos e Valores Mobiliários Ltda ('ICAP Brazil') is a defendant in 11 (31 December 2020: 11) pending lawsuits filed in the Brazilian Labour Court by persons formerly associated with ICAP Brazil seeking damages under various statutory labour rights accorded to employees and in relation to various other claims including wrongful termination, breach of contract and harassment (together the 'Labour Claims'). The Group estimates the maximum potential aggregate exposure in relation to the Labour Claims, including any potential social security tax liability, to be BRL 60.0m (GBP8.7m) (31 December 2020: 56.8m (GBP8.0m)). The Group is the beneficiary of an indemnity from NEX in relation to any liabilities in respect of seven of the 11 Labour Claims insofar as they relate to periods prior to completion of the Group's acquisition of ICAP. This includes a claim that is indemnified by a predecessor to ICAP Brazil byway of escrowed funds in the amount of BRL 28.0m (GBP4.0m). Apart from the estimated losses which have already been provided for (see Note 20), the Labour Claims are at various stages of their respective proceedings and are pending an initial witness hearing, the court's decision on appeal or a ruling on a motion for clarification. The Group intends to contest liability in each of these matters and to vigorously defend itself. Unless otherwise noted, it is not possible to predict the ultimate outcome of these actions.
Flow case - Tullett Prebon Brazil
In December 2012, Flow Participações Ltda and Brasil Plural Corretora de Câmbio, Títulos e Valores ('Flow') initiated a lawsuit against Tullett Prebon Brasil S.A. Corretora de Valores e Câmbio and Tullett Prebon Holdings do Brasil Ltda alleging that the defendants have committed a series of unfair competition misconducts, such as the recruitment of Flow's former employees, the illegal obtainment and use of systems and software developed by the plaintiffs, as well as the transfer of technology and confidential information from Flow and the collusion to do so in order to increase profits from economic activities. The amount currently claimed is BRL 272m (GBP39m) (31 December 2020: BRL 272m (GBP38m)). The Group intends to vigorously defend itself but there is no certainty as to the outcome of these claims. Currently, the case is in an early evidentiary phase.
LIBOR Class actions
The Group is currently defending the following LIBOR related actions:
(i) Stichting LIBOR Class Action
On 15 December 2017, the Stichting Elco Foundation, a Netherlands-based claim foundation, filed a writ initiating litigation in the Dutch court in Amsterdam on behalf of institutional investors against ICAP Europe Limited ('IEL'), ICAP plc, Cooperative Rabobank U.A., UBS AG, UBS Securities Japan Co. Ltd, Lloyds Banking Group plc, and Lloyds Bank plc. The litigation alleges manipulation by the defendants of the JPY LIBOR, GBP LIBOR, CHF LIBOR, USD LIBOR, EURIBOR, TIBOR, SOR, BBSW and HIBOR benchmark rates, and seeks a declaratory judgment that the defendants acted unlawfully and conspired to engage in improper manipulation of benchmarks. If the plaintiffs succeed in the action, the defendants would be responsible for paying costs of the litigation, but each allegedly impacted investor would need to prove its own actual damages. It is not possible at this time to determine the final outcome of this litigation, but IEL has factual and legal defences to the claims and intends to defend the lawsuit vigorously. A hearing took place on 18 June 2019 on Defendants motions to dismiss the proceedings. On 14 August 2019 the Dutch Court issued a ruling dismissing ICAP plc from the case entirely but keeping certain claims against IEL relating solely to JPY LIBOR. On 9 December 2020, the Dutch Court issued a final judgement dismissing the Foundation's claims in their entirety. In March 2021, the Foundation filed a writ to appeal this final judgement which remains pending. The Group is covered by an indemnity from NEX in relation to any outflow in respect of the ICAP entities with regard to these matters. It is not possible to estimate any potential financial impact in respect of this matter at this time.
(ii) Swiss LIBOR Class Action
On 4 December 2017, a class of plaintiffs filed a Second Amended Class Action Complaint in the matter of Sonterra Capital Master Fund Ltd. et al. v. Credit Suisse Group AG et al. naming as defendants, among others, TP ICAP plc, Tullett Prebon Americas Corp., Tullett Prebon (USA) Inc., Tullett Prebon Financial Services LLC, Tullett Prebon (Europe) Limited, Cosmorex AG, ICAP Europe Limited, and ICAP Securities USA LLC (together, the 'Companies'). The Second Amended Complaint generally alleges that the Companies conspired with certain bank customers to manipulate Swiss Franc LIBOR and prices of Swiss Franc LIBOR based derivatives by disseminating false pricing information in false run-throughs and false prices published on screens viewed by customers in violation of the Sherman Act (anti-trust) and RICO. On 16 September 2019, the Court granted the Companies' motions to dismiss in their entirety. The plaintiffs appealed the dismissal to the United States Court of Appeals for the Second Circuit. Based upon a Second Circuit ruling in an unrelated case, the parties have jointly moved to remand the case to the United States District Court for the Southern District of New York for further proceedings. The Companies intend to contest liability in the matter and to vigorously defend themselves. It is not possible to predict the ultimate outcome of this action or to provide an estimate of any potential financial impact.
(iii) Yen LIBOR Class Actions
In April 2013, ICAP plc was added as a defendant to an existing civil litigation originally filed in April 2012, Laydon v. Mizuho Bank, Ltd, against certain Yen LIBOR and Euroyen TIBOR panel banks alleging purported manipulation of the Yen LIBOR and Euroyen TIBOR benchmark interest rates. The United States District Court for the Southern District of New York dismissed the plaintiff's antitrust and unjust enrichment claims, but upheld the plaintiff's claim for purported manipulation under the Commodity Exchange Act. ICAP plc and certain other foreign defendants were dismissed in March 2015 for lack of personal jurisdiction. The Court permitted plaintiffs to file an amended complaint whereby they added new defendants to the action including ICAP Europe Limited and Tullett Prebon plc. On 10 March 2017, both ICAP Europe Limited and Tullett Prebon plc were dismissed for lack of personal jurisdiction. On 23 October 2020, the plaintiffs served their formal notice of intent to appeal the dismissal of the TP ICAP defendants and the plaintiffs have now perfected the appeal with final briefing due later this year. The Group is covered by an indemnity from NEX in relation to any outflow in respect of ICAP Europe Limited with regard to these matters. It is not possible to predict the ultimate outcome of the litigation or to provide an estimate of any potential financial impact.
Other plaintiffs filed a related complaint, Sonterra Capital Master Fund, Ltd. v. UBS AG, which included ICAP plc, ICAP Europe Limited and Tullett Prebon plc as defendants, asserting a cause of action for antitrust injury only as a result of the purported manipulation of Yen LIBOR and Euroyen TIBOR by panel banks and brokers. Defendants filed motions to dismiss for lack of jurisdiction and failure to state a claim. On 10 March 2017, the Court issued an order dismissing the entirety of the Sonterra case on the grounds that the plaintiffs lacked antitrust standing. Plaintiffs appealed the dismissal, which was then stayed to accommodate new settlements reached between the plaintiffs and some of the defendants. The briefing on the appeal was completed on 28 January 2019 and oral argument was heard on 5 February 2020.
On 1 April 2020, the Second Circuit Court of appeals reversed and remanded the Sonterra dismissal. In October 2020, the Company filed a renewed motion to dismiss on grounds that were not reached in the original decision to dismiss including but not limited to lack of personal jurisdiction. It is not possible to predict the ultimate outcome of the litigation or to provide an estimate of any potential financial impact. The Group is covered by an indemnity from NEX in relation to any outflow in respect of ICAP Europe Limited with regard to these matters.
ICAP Securities Limited, Frankfurt branch - Frankfurt Attorney General administrative proceedings
On 19 December 2018, ICAP Securities Limited, Frankfurt branch ('ISL') was notified by the Attorney General's office in Frankfurt notifying ISL that it had commenced administrative proceedings against ISL and criminal proceedings against former employees and a former director of ISL, in respect of aiding and abetting tax evasion by Rafael Roth Financial Enterprises GmbH ('RRFE'). It is possible that a corporate administrative fine may be imposed on ISL and earnings derived from the criminal offence confiscated. ISL has appointed external counsel and is in the process of investigating the activities of the relevant desk from 2006-2009. This investigation is complicated as the majority of relevant records are held by NEX and NEX failed to disclose its engagement with the relevant authorities prior to the sale of ICAP to Tullett Prebon in 2016. The Group has issued proceedings against NEX in respect of (i) breach of warranties under the sale and purchase agreement, and (ii) an indemnity claim under the tax deed entered into in connection with the IGBB acquisition in relation to these matters. Since the proceedings are at an early stage, details of the alleged wrongdoing or case against ISL are not yet available, and it is not possible at present to provide a reliable estimate of any potential financial impact on the Group.
ICAP Securities Limited and The Link Asset and Securities Company Limited - Proceedings by the Cologne Public Prosecutor
On 11 May 2020, TP ICAP learned that proceedings have been commenced by the Cologne Public prosecutor against ICAP Securities Limited ('ISL') and The Link Asset and Securities Company Ltd ('Link') in connection with criminal investigations into individuals suspected of aiding and abetting tax evasion between 2004 and 2012. It is possible that the Cologne Public Prosecutor may seek to impose an administrative fine against ISL or Link and confiscate the earnings that ISL or Link allegedly derived from the underlying alleged criminal conduct by the relevant individuals. ISL and Link have appointed external lawyers to advise them. The Group has issued proceedings against NEX in respect of (i) breach of warranties under the sale and purchase agreement, and (ii) an indemnity claim under the tax deed entered into in connection with the IGBB acquisition in relation to these matters. Since the proceedings are at an early stage, details of the alleged wrongdoing or case against ISL and Link are not yet available, and it is not possible at present to provide a reliable estimate of any potential financial impact on the Group.
ICAP Australia - GFI recruitment raid
During 2017 GFI orchestrated a recruitment raid on ICAP Australia with GFI offering ICAP brokers forward starting contracts that commenced once their ICAP employment agreements could be terminated by notice. ICAP commenced proceedings (the 'ICAP Proceedings') against GFI and two former ICAP employees for interference with contractual relations, misuse of confidential information and breach of employment contracts.
Six brokers who had signed GFI forward contracts decided to remain employed with ICAP Australia. ICAP Australia indemnified these brokers against possible claims brought by GFI for breach of contract for not joining them under the forward contracts. GFI issued proceeding against the 6 brokers and ICAP Australia (the 'GFI Proceedings') claiming breach of contract and interference with contractual relations, claiming liquidated damages of approximately A$11.9m (GBP6.5m). Based on legal advice obtained to date the Group believes that it has a reasonable prospect of defending the GFI Proceedings
The determination of liability and damages for the ICAP Proceedings and the GFI Proceedings have been split into two separate hearings. A judgment in respect liability was made on 9 June 2021 which did not favour ICAP Australia in its claims against GFI and one of the former employees. The hearing in respect of damages is anticipated to be in the second half of 2022.
As at 30 June 2021 it is not possible to predict the ultimate outcome of the final hearing with certainty or to provide an estimate of any potential financial impact.
General note
The Group operates in a wide variety of jurisdictions around the world and uncertainties therefore exist with respect to the interpretation of complex regulatory, corporate and tax laws and practices of those territories. Accordingly, and as part of its normal course of business, the Group is required to provide information to various authorities as part of informal and formal enquiries, investigations or market reviews.
From time to time the Group's subsidiaries are engaged in litigation in relation to a variety of matters. The Group's reputation may also be damaged by any involvement or the involvement of any of its employees or former employees in any regulatory investigation and by any allegations or findings, even where the associated fine or penalty is not material.
Save as outlined above in respect of legal matters or disputes for which a provision has not been made, notwithstanding the uncertainties that are inherent in the outcome of such matters, there are no individual matters which are considered to pose a significant risk of material adverse financial impact on the Group's results or net assets.
The Group establishes provisions for taxes other than current and deferred income taxes, based upon various factors which are continually evaluated, if there is a present obligation as a result of past events, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate of the amount of the obligation can be made.
In the normal course of business, certain of the Group's subsidiaries enter into guarantees and indemnities to cover trading arrangements and/or the use of third party services or software.
22. Financial instruments
(a) Categorisation of financial assets and liabilities
FVTOCI
Derivatives
FVTOCI FVTOCI designated Total
debt instruments equity as hedging Amortised carrying
Financial Assets instruments instruments cost amount
30 June 2021 (unaudited) GBPm GBPm GBPm GBPm GBPm
---------------------------- ------------------- -------------- ------------- ------------ -----------
Non-current financial
assets
measured at fair
value
Equity securities - 18 - - 18
Corporate debt securities 2 - - - 2
Non-current financial
assets not measured
at fair value
Finance lease receivables - - - 4 4
---------------------------- ------------------- -------------- ------------- ------------ -----------
2 18 - 4 24
============================ =================== ============== ============= ============ ===========
Current financial
assets
measured at fair
value
Government debt securities 86 - - - 86
Current financial
assets
Not measured at fair
value
Term deposits - - - 31 31
Other debtors - - - 22 22
Accrued income - - - 13 13
Owed to associates
and joint ventures - - - 5 5
Trade receivables - - - 395 395
Settlement balances
receivable - - - 74,473 74,473
Deposits paid for
securities borrowed - - - 1,274 1,274
Finance lease receivables - - - 1 1
Cash and cash equivalents - - - 793 793
---------------------------- ------------------- -------------- ------------- ------------ -----------
86 - - 77,007 77,093
============================ =================== ============== ============= ============ ===========
Total financial assets 88 18 - 77,011 77,117
============================ =================== ============== ============= ============ ===========
Mandatorily at FVTPL Other financial Total
liabilities carrying
Financial Liabilities amount
----------------------------- ----------------------- ----------------------
Non-current Current Non-current Current
30 June 2021 (unaudited) GBPm GBPm GBPm GBPm GBPm
----------------------------- ------------- -------- ------------ -------- ----------
Financial liabilities
measured at fair
value
Deferred consideration 52 11 - - 63
52 11 - - 63
============================= ============= ======== ============ ======== ==========
Financial liabilities
Not measured at fair
value
Overdrafts - - - 32 32
Loans from related
party - - - 65 65
Bank loans - - - 42 42
Liquidnet Vendor
loan notes - - 36 - 36
Sterling Notes January
2024 - - 430 10 440
Sterling Notes May
2026 - - 249 1 250
Other creditors - - - 16 16
Accruals - - - 120 120
Owed to associates
and joint ventures - - - 3 3
Trade payables - - - 104 104
Settlement balances
payable - - - 74,445 74,445
Deposits received
for
securities loaned - - - 1,272 1,272
Lease liabilities - - 260 26 286
----------------------------- ------------- -------- ------------ -------- ----------
- - 975 76,136 77,111
============================= ============= ======== ============ ======== ==========
Total financial liabilities 52 11 975 76,136 77,174
============================= ============= ======== ============ ======== ==========
(b) Maturity profile of financial liabilities
As at 30 June 2021, the contractual maturities, including future interest obligations, of the Group's financial liabilities were as follows:
Contractual maturities Between Between Total
of financial and Less than 3 and 12 1 and 5 Over contractual
lease liabilities 3 months months years 5 years cash flows
30 June 2021 (unaudited) GBPm GBPm GBPm GBPm GBPm
-------------------------- ------------ ---------- --------- ---------- -------------
Settlement balances 74,445 - - - 74,445
Deposits received
for
securities loaned 1,272 - - - 1,272
Trade payables 104 - - - 104
Other creditors 16 - - - 16
Accruals 120 - - - 120
Owed to associates
and joint venture 3 - - - 3
Lease liabilities 12 31 142 208 393
Overdrafts 32 - - - 32
Loans from related
party 65 - - - 65
Bank loans 42 - - - 42
Liquidnet Vendor
loan notes - 1 38 - 39
Sterling Notes January
2024 11 11 477 - 499
Sterling Notes May
2026 - 13 303 - 316
Deferred consideration 6 5 52 - 63
-------------------------- ------------ ---------- --------- ---------- -------------
76,128 61 1,012 208 77,409
========================== ============ ========== ========= ========== =============
(c) Fair value measurements recognised in the statement of financial position
The following table provides an analysis of the financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which the fair value is observable:
Ø Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities;
Ø Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
Ø Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).
Level 1 Level 2 Level 3 Total
As at 30 June 2021 (unaudited) GBPm GBPm GBPm GBPm
-------------------------------- -------- -------- -------- ------
Financial assets
measured at fair value
Equity instruments - 7 13 20
Corporate debt securities - - 2 2
Government debt securities 86 - - 86
Financial liabilities
measured at fair value
Deferred consideration - (8) (55) (63)
86 (1) (40) 45
================================ ======== ======== ======== ======
There were no transfers between Level 1 and 2 during the Period.
Reconciliation of Level 3 fair value movements:
Equity Debt securities Deferred
instruments (at FVTOCI) consideration(at
(at FVTOCI) FVTPL) Total
GBPm GBPm GBPm GBPm
--------------------------------- ------------- ---------------- ------------------ ------
Balance as at 1 January 2021 9 2 (26) (15)
Net change in fair value - - - -
- included in 'administrative
expenses'
Acquisitions during the period 3 - (38) (35)
Amounts settled during the
period - - 2 2
Transfer of liabilities to
level 2 - - 8 8
Effect of movements in exchange
rates 1 - (1) -
--------------------------------- ------------- ---------------- ------------------ ------
Balance as at 30 June 2021 13 2 (55) (40)
================================= ============= ================ ================== ======
23. Reconciliation of shareholders' funds
(a) Share capital, Share premium account, Merger reserve
The following table shows an analysis of the changes in share capital, share premium and merger reserve attributable to the equity shareholders of TP ICAP Group plc.
Share premium Merger
Share capital account reserve Total
GBPm GBPm GBPm GBPm
-------------------------------- -------------- -------------- --------- --------
Balance as at 1 January 2021 141 17 1,384 1,542
Rights issue(1) 56 259 - 315
Rights issue costs(1) - (6) - (6)
Scheme of Arrangement
- Cancellation of existing
shares and reserves(2) (197) (270) (1,384) (1,851)
Scheme of Arrangement
- Issue of ordinary shares(2) 197 1,418 - 1,615
Capital reduction(3) - (1,418) - (1,418)
-------------------------------- -------------- -------------- --------- --------
Balance as at 30 June 2021 197 - - 197
================================ ============== ============== ========= ========
1 On 16 February 2021, TP ICAP plc raised GBP315m in cash, with issue costs of GBP6m, from a 2 for 5 share rights issue. The funds raised were to part fund the acquisition of Liquidnet.
2 On 26 February 2021 the Group adjusted its corporate structure. TP ICAP Group plc was incorporated in Jersey on 23 December 2019 and became the new listed holding company of the Group on 26 February 2021 via a court-approved scheme of arrangement under Part 26 of the UK Companies Act 2006, with the former holding company, TP ICAP plc subsequently being renamed TP ICAP Limited. Under the scheme of arrangement, shares in the former holding company of the Group were cancelled and the same number of new ordinary shares were issued to the new holding company in consideration for the allotment to shareholders of one ordinary share of 25 pence in the new holding company for each ordinary share of 25 pence they held in the former holding company. The share for share exchange between TP ICAP plc and TP ICAP Group plc was a common control transaction has been accounted for using merger accounting principles. Under these principles the results and cashflows of all the combining entities are brought into the consolidated financial statements from the beginning of the financial year in which the combination occurs and comparative figures also reflect the combination of the entities. The Group's equity is adjusted to reflect that of the new holding company, but in all other aspects the Group results and financial position are unaffected by the change and reflect the continuation of the Group. In adjusting the Group's equity to reflect that of the new holding company, the sum of Share Capital, Share Premium, Merger Reserve and Reverse Acquisition Reserves under the former holding company are replaced by the Share Capital and Share Premium of the new holding company together with a Reorganisation Reserve.
3 On 26 February 2021, TP ICAP Group plc effected a reduction of its share capital by cancelling its share premium and recognising an equivalent increase in the profit and loss account in reserves.
(b) Other reserves
Reverse
acquisition Re-organisation Re-valuation Hedging
reserve Reserve reserve and translation Own shares Total
GBPm GBPm GBPm GBPm GBPm GBPm
------------------------ ------------- ---------------- ------------- ----------------- ----------- --------
Balance as at 1
January 2021 (1,182) - 4 (41) (27) (1,246)
------------------------ ------------- ---------------- ------------- ----------------- ----------- --------
Fair value movements
on net investment
hedge - - - 3 - 3
Exchange differences
on translation
of foreign operations - - - (20) - (20)
------------------------ ------------- ---------------- ------------- ----------------- ----------- --------
Total comprehensive
income/(loss) - - - (17) - (17)
Scheme of Arrangement
- Cancellation
of existing shares
and reserves(2) 1,182 669 - - - 1,851
Scheme of Arrangement
- Issue of ordinary
shares(2) - (1,615) - - - (1,615)
Share settlement
of share-based
payment awards - - - - 3 3
------------------------ ------------- ---------------- ------------- ----------------- ----------- --------
Balance as at 30
June 2021 - (946) 4 (58) (24) (1,024)
2 See Note 23(a) sub note 2.
(c) Total equity
Attributable to the equity holders
of the parent
Total Total Retained Non-controlling Total
from 23(a) from 23(b) earnings Total interests equity
GBPm GBPm GBPm GBPm GBPm GBPm
------------ ---------- ------ --------------- -------
Balance as at
1 January 2021 1,542 (1,246) 1,383 1,679 19 1,698
------------ ---------- ------ --------------- -------
Profit for the
period - - 1 1 1 2
Remeasurement
of defined benefit
pension schemes - - 1 1 - 1
Fair value movements
on net investment
hedge - 3 - 3 - 3
Exchange differences
on translation
of foreign operations - (20) - (20) (1) (21)
------------ ---------- ------ --------------- -------
Total comprehensive
income/(loss) - (17) 2 (15) - (15)
Rights issue(1) 315 - - 315 - 315
Rights issue costs(1) (6) - - (6) - (6)
Scheme of Arrangement
- Cancellation
of existing shares
and reserves(2) (1,851) 1,851 - - - -
Scheme of Arrangement
- Issue of ordinary
shares(2) 1,615 (1,615) - - - -
Capital reduction(3) (1,418) - 1,418 - - -
Dividends paid - - (16) (16) (1) (17)
Share settlement
of share-based
payment awards - 3 (3) - - -
Credit arising
on share-based
payment awards 6 6 - 6
------------ ---------- ------ --------------- -------
Balance as at
30 June 2021 197 (1,024) 2,790 1,963 18 1,981
1 See Note 23(a) sub note 1.
2 See Note 23(a) sub note 2.
3 See Note 23(a) sub note 3.
24. Acquisitions
Liquidnet
In September 2020 the Group announced the proposed acquisition of Liquidnet Holdings, Inc together with its subsidiaries (collectively 'Liquidnet'), a technology driven global electronic trading broker network specialising in cash equities dark/block trading and fixed income and fixed income, primarily based in the United States, United Kingdom, Europe and Asia. The transaction completed and the Group obtained control on 23 March 2021, acquiring 100% of the issued share capital of Liquidnet Holdings Inc.
Due to the proximity of the acquisition to the reporting period and its size and complexity, the identification and measurement of the fair value of the assets acquired are provisional. Similarly, the allocation of the excess purchase price between identifiable intangible assets and goodwill that arise on the consolidation of Liquidnet are also provisional. As permitted by IFRS 3 'Business Combinations', the finalisation of the identification and measurement of the fair value of the assets acquired and the allocation of the excess purchase price will be completed within 12 months of the acquisition.
The transaction has been accounted for under the acquisition method of accounting.
A summary of the preliminary acquisition accounting is as follows:
US$m GBPm
Provisional fair value of the purchase
consideration
- cash consideration 525 382
- excess cash and working capital (provisional) 95 69
- deferred non-contingent (vendor loan
note) 50 36
- deferred contingent consideration (earn-out) 53 39
723 526
Provisional fair value of acquired assets
and liabilities (319) (232)
Excess purchase price 404 294
Provisional allocation of excess purchase
price
- Other acquisition intangibles (customer
relationships) 218 159
- Deferred tax liability on acquisition
intangibles (54) (40)
- Goodwill 240 175
404 294
The provisional fair value of the consideration paid and payable amounts to US$723m (GBP526m) made up as follows:
- fixed cash consideration of US$525m (GBP382m);
- a cash payment representing excess cash and working capital initially measured at US$95m (GBP69m). The excess cash and working capital amount will be finalised following agreement of final completion accounts.
- Deferred non-contingent consideration of US$50m (GBP36m), represented by unsecured Vendor Loan Notes with a 3.20% coupon, repayable up to third anniversary of the transaction, with early redemption under certain performance conditions.
- Deferred contingent consideration, with an initial fair value of US$53m (GBP39m) is payable, based on Liquidnet's Equities revenues over a three year earn-out period to 2023. The initial fair value reflects the discounted value of estimated payments, measured at the time of the acquisition, and reflects management's estimate of future performance at that time. Any reassessment reflecting changes in the facts and circumstance as at the date of acquisition would result in changes in the fair value of deferred contingent consideration, with a corresponding remeasurement of goodwill. Remeasurement of deferred contingent consideration reflecting changes after the acquisition date will be recorded in profit or loss. Management's projected estimate is based on Liquidnet's 2019 and 2020 Equity revenues. The fair value is based on unobservable inputs and the projected outcome is classified as a level 3 fair value estimate under the IFRS fair value hierarchy. The maximum payment in respect of deferred contingent consideration is capped at US$125m (GBP90.5m at Period end rates).
The provisional fair value of the net assets acquired are:
GBPm
Non-current assets
Intangible assets - purchased and developed
software 27
Property plant and equipment 32
Right-of-use assets 70
Deferred tax assets 18
Other non-current assets 4
151
Current assets
Trade and other receivables 161
Cash and cash equivalents(1) 202
363
Total assets 514
Current liabilities
Trade and other payables (186)
Lease liabilities (7)
Current tax liabilities (1)
(194)
Non-current liabilities
Lease liabilities (84)
Long term provisions and other payables (4)
(88)
Total liabilities (282)
Net assets acquired 232
1 Represents cash and cash equivalents held by Liquidnet's subsidiaries to meet regulatory and operational requirements, including GBP56m of restricted cash held to meet customer obligations. Customer obligations are shown within Trade and other payables.
The excess purchase price has been provisionally allocated to customer relationships of US$218m (GBP159m) with an associated deferred tax liability of US$54m (GBP40m). The balance US$240m (GBP175m) has been provisionally attributed to goodwill, representing the value of Liquidnet's reputation and established workforce. As Liquidnet will form its own Cash Generating Unit for impairment testing purposes, provisional goodwill has been allocated to this CGU.
Acquisition costs, included in administrative expenses, amounted to GBP8m in 2021 with GBP11m being incurred in 2020.
Had Liquidnet been acquired on 1 January 2021 the Group's revenue would have been GBP61m higher, EBIT GBP4m higher and its earnings unchanged.
25. Events after the balance sheet date
Autorité des Marchés Financiers (' AMF')
In August 2019, Tullett Prebon (Europe) Limited ('TPEL') was notified that the AMF was investigating alleged facilitation of market abuse conduct concerning historical transactions with a client undertaken in 2015 on Eurex. In June 2020, the AMF initiated enforcement proceedings before the Enforcement Committee of the AMF. TPEL responded to the AMF's letter of grievance and an investigation was carried out. The final hearing before the AMF Enforcement Committee was held on 7 July 2021 during which each party was entitled to make representations to the Enforcement Committee. The Enforcement Committee made its decision by majority vote and published its Decision to fine TPEL EUR5m (GBP4m) on 7 August 2021. TPEL is currently considering an appeal to the Decision following its publication. The Group has treated this as an adjusting event to the 30 June 2021 balance sheet and has recorded the fine as a liability as at that date.
----------------------------------------------------------------------------------------------------
Statement of Directors' Responsibilities
Each of the Directors who are Directors as at the date of this Statement of Directors' Responsibilities confirm to the best of their knowledge that:
-- the condensed set of financial statements has been prepared in accordance with UK adopted IAS 34 'Interim Financial Reporting', IAS 34 'Interim Financial Reporting' as issued by the International Accounting Standards Board ('IASB') and IAS 34 'Interim Financial Reporting' as adopted by the European Union;
-- the condensed set of financial statements gives a true and fair view of the assets, liabilities, financial position and profit or loss of the Group as required by DTR 4.2.4R; and
-- the Interim Management Report herein includes a fair review of the information required by DTR 4.2.7R and DTR 4.2.8R.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial information differs from legislation in other jurisdictions.
By order of the Board
Robin Stewart
Chief Financial Officer
7 September 2021
----------------------------------------------------------------------------------------------------
Independent Review Report to TP ICAP Group plc
We have been engaged by the Company to review the condensed consolidated set of financial statements in the interim financial report for the six months ended 30 June 2021 which comprises the income statement, the balance sheet, the statement of changes in equity, the cash flow statement and related Notes 1 to 25. We have read the other information contained in the interim financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed consolidated set of financial statements.
Directors' responsibilities
The interim financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the interim financial report in accordance with the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority.
As disclosed in Note 1, the annual financial statements of the Company will be prepared in accordance with United Kingdom adopted International Financial Reporting Standards. The condensed consolidated set of financial statements included in this interim financial report has been prepared in accordance with United Kingdom adopted International Accounting Standard 34, "Interim Financial Reporting".
Our responsibility
Our responsibility is to express to the Company a conclusion on the condensed consolidated set of financial statements in the interim financial report based on our review.
Scope of review
We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Financial Reporting Council for use in the United Kingdom. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the condensed consolidated set of financial statements in the interim financial report for the six months ended 30 June 2021 is not prepared, in all material respects, in accordance with United Kingdom adopted International Accounting Standard 34 and the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority.
Use of our report
This report is made solely to the Company in accordance with International Standard on Review Engagements (UK and Ireland) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Financial Reporting Council. Our work has been undertaken so that we might state to the Company those matters we are required to state to it in an independent review report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company, for our review work, for this report, or for the conclusions we have formed.
Deloitte LLP
Statutory Auditor
London, UK
7 September 2021
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GLOSSARY
APM
ALTERNATIVE PERFORMANCE MEASURES
Alternative performance measures ('APMs') are complementary to measures defined within International Financial Reporting Standards ('IFRS') and are used by management to explain the Group's business performance and financial position. They include common industry metrics, as well as measures management and the Board consider are useful to enhance the understanding of its performance and allow meaningful comparisons between periods, Regions and Business Segments. The APMs reported are monitored consistently across the Group to manage performance on a monthly basis.
APMs are defined below. Complementary definition, commentary, and outlook of those APMs considered important in measuring the delivery of the Group's strategic priorities can be found above. Detailed reconciliations of APMs to their nearest IFRS Income Statement equivalents and adjusted APMs can be found in this section, if not readily identifiable above.
The APMs the Group uses are:
Term Definition
Adjusted EBIT E arnings before net interest, tax significant
items and share of equity accounted investments'
profit after tax . Used interchangeably with
adjusted operating profit .
Adjusted EBIT margin Adjusted EBIT margin is adjusted EBIT expressed
as a percentage of reported revenue and is
calc u lat e d by dividing adjusted EBIT
by reported revenue for the period.
Adjusted EBITDA E a rn i n g s b e f ore ne t i n t eres
t , tax, depreciation, amortisation o f i
n ta n gibl e as se t s, significant items
and share o f e q u ity acc oun t e d i n
v es t men t s' p ro fit after tax.
Adjusted performance Measure of performance excluding the impact
of significant it ems.
Broking contribution R epresents t o tal broking revenues less
t o tal front office costs of the Global
Broking, Energy & Commodities and Agency
Execution divisions (excluding Liquidnet),
i n cl us iv e of the revenue internally
generated to the Parameta Solutions business.
B roking contribution B roking contribution margin is Broking contribution
margin expressed as a percentage of reported revenue
and is calc u lat e d by dividing Broking
contribution by reported Broking revenue.
Constant Currency Co mparison of current period results with
the prior year will be impacted by movements
in f ore ig n exchange r at es versus GBP
, the Group's presentation currency. In order
to present a b etter comparison of underlying
performance in the period, the Group re t
r a ns lat es f ore ig n denominated prior
period results at current period exchange
r at es.
Contribution Contribution represents revenue less the
direct costs of generating that revenue.
Contribution margin Contribution margin is contribution expressed
as a percentage of reported revenue and is
calc u lat e d by dividing contribution by
reported revenue.
E arnings Used interchangeably with Profit for the
period or year .
F re e Cas h Fl ow Adjusted EBITDA (as defined above) plus/minus
changes in working capital, initial contract
prepayments, less capital expenditure, interest
and bank fees paid, and income taxes paid.
Free cash flow margin Free Cash Flow divided by Revenue.
Term Definition
Sig n ifica nt I t ems I t ems t h at distort y e a r-on- y e a
r comparisons, wh ic h are e xcl u d e d
in order t o i m p ro v e p re dictability
and understanding o f the underlying t rends
o f the business, t o arrive at ad jus t
e d operating and p ro fit me as ures.
Co ns ta n t C urren cy - R e v enue by Primary Operating Segment and Business Division
H1 2020 Constant
Constant Reported Currency
H1 2021 H1 2020 Currency Change Change
GBPm GBPm GBPm % %
By Primary Operating
Segment
EMEA 456 488 478 -7% -5%
Americas 307 376 348 -19% -12%
Asia Pacific 118 126 121 -6% -2%
Liquidnet 55 - - n/a n/a
Total Revenue 936 990 947 -5% -1%
By Business Division
Rates 226 277 268 -18% -16%
Credit 44 51 49 -14% -10%
FX & Money Markets 86 98 95 -12% -9%
Emerging Markets 92 103 98 -11% -6%
Equities 117 105 99 +11% +18%
Inter-division revenues 10 10 10 +0% +0%
Total Global Broking 575 644 619 -11% -7%
Energy & Commodities 186 216 205 -14% -9%
Inter-division revenues 1 1 1 +0% +0%
Total Energy & Commodities 187 217 206 -14% -9%
Excluding Liquidnet 48 57 56 -16% -14%
Liquidnet 55 - - n/a n/a
Total Agency Execution 103 57 56 +81% +84%
Data & Analytics 72 70 65 +3% +11%
Post Trade Solutions 10 13 12 -23% -17%
Total Parameta Solutions 82 83 77 -1% +6%
Inter-division eliminations (11) (11) (11) +0% +0%
Total Revenue 936 990 947 -5% -1%
Op er ati n g cos t s by typ e
Allocated Allocated
IFRS Significant as as
H1 2021 Reported items Adjusted Front Office Support
GBPm GBPm GBPm GBPm GBPm
Employment, compensation
and benefits 600 (9) 591 468 123
General and administrative
expenses 222 (28) 194 109 85
Depreciation and impairment
of PPE and ROUA 26 (2) 24 - 24
Amortisation and impairment
of intangible assets 35 (21) 14 - 14
Impairment of other - - - - -
assets
Operating expenses 883 (60) 823 577 246
Allocated Allocated
IFRS Significant as as
H1 2020 Reported items Adjusted Front Office Support
GBPm GBPm GBPm GBPm GBPm
Employment, compensation
and benefits 639 (2) 637 513 124
General and administrative
expenses 188 (15) 173 102 71
Depreciation and impairment
of PPE and ROUA 18 - 18 - 18
Amortisation and impairment
of intangible assets 29 (20) 9 - 9
Impairment of other
assets 21 (21) - - -
Operating expenses 895 (58) 837 615 222
A dj uste d e a rn i n g s
Six months Six months Year
ended ended ended
30 June 30 June 31 December
2021 2020 2020
GBPm GBPm GBPm
-------------------------------------- ----------- ----------- -------------
Earnings for the period 2 55 97
Non-controlling interests (1) (1) (1)
-------------------------------------- ----------- ----------- -------------
Earnings (Note 10) 1 54 96
Significant items (Note 5) 60 58 94
Significant items within Profit from 5 - -
associates and joint venture
Taxation on significant items 9 (1) (7)
-------------------------------------- ----------- ----------- -------------
Adjusted earnings 75 111 183
====================================== =========== =========== =============
Weighted average number of shares
(for Basic EPS - Note 10) 737.7 625.3 625.0
Adjusted Basic EPS 10.2p 17.8p 29.3p
Weighted average number of shares
(for Diluted EPS - Note 10) 745.6 631.7 632.7
Adjusted Diluted EPS 10.1p 17.6p 28.9p
A dj uste d EBITDA and Contribution
Six months Six months Year
ended ended ended
30 June 30 June 31 December
2021 2020 2020
GBPm GBPm GBPm
----------------------------------- ----------- ----------- -------------
EBIT 57 101 178
Add: Significant items (Note 5) 60 58 94
----------------------------------- ----------- ----------- -------------
Adjusted EBIT (Note 5) 117 159 272
Add: Depreciation of PPE and ROUA
(Note 5 and see above) 24 18 36
Add: Amortisation of intangibles
(Note 5 and see above ) 14 9 20
----------------------------------- ----------- ----------- -------------
Adjusted EBITDA 155 186 328
Less: Operating income (Note 5) (4) (6) (14)
Add: Management and support costs
(Note 5) 208 195 366
Contribution 359 375 680
=================================== =========== =========== =============
Free cash flow reconciliation to Cash flow from operating activities
GBPm H1 2021 H1 2020 Free cash flow 25 92 Less: Cash Significant items (31) (9) Add: Capital expenditure 30 23 Cash flow from operating activities 24 106
Net funds/(debt)
GBPm H1 2021 H1 2020 FY 2020 Cash and cash equivalents 793 733 656 Overdrafts (32) (5) (7) Financial investments 117 158 127 Sterling Notes (690) (690) (690) Bank loans (42) (40) - Loans from related party (65) - (28) Liquidnet Vendor Loan Note (36) - - Net funds - excluding lease liabilities 45 156 58 Lease Liabilities (286) (216) (212) Net debt including lease liabilities (241) (60) (154)
Cash movements in net funds/(debt) reconciled to net increase/(decrease) in cash and cash equivalents
GBPm H1 2021 H1 2020 Cash change in net funds 29 (3) Sale/(Purchase) of financial investments included within net funds 9 (8) Net borrowing of bank loans 40 40 Net borrowing from related party 39 - Net increase in cash and cash equivalents 117 29
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September 07, 2021 02:00 ET (06:00 GMT)
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